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HomeMy WebLinkAbout25713AGREEMENT INFORMATION AGREEMENT NUMBER 25713 NAME/TYPE OF AGREEMENT 8TH STREET PROPERTIES, LLC DESCRIPTION AMENDED & RESTATED MFB LOAN AGREEMENT/ESSENCE MIAMI/FILE ID: 17577/R-25-0174/MATTER ID: 24-3219/#76 EFFECTIVE DATE August 7, 2025 ATTESTED BY TODD B. HANNON ATTESTED DATE 8/7/2025 DATE RECEIVED FROM ISSUING DEPT. 8/14/2025 NOTE AMENDED & RESTATED MIAMI FOREVER BOND LOAN AGREEMENT FOR 8TH STREET PROPERTIES, LLC This Amended,;and Restated Miami Forever Bond Loan Agreement (this "Amended Loan Agreement" or "Amended Agreement") for Essence Miami is dated as of this —1 day of 'A t9 t 't025, by and between the CITY OF MIAMI, a municipal corporation of the State of Florida (hereinafter the "City" or "Lender") 8th STREET PROPERTIES, LLC, a Florida limited liability company (hereinafter the "Project Sponsor" or "Borrower"). FUNDING SOURCE: AMOUNT: RESOLUTION: PROJECT NAME: PROJECT TYPE: TERM: AFFORDABILITY PERIOD: ASSISTED UNITS: IDIS NUMBER: ORACLE NUMBER: PROPERTY ADDRESS: MIAMI FOREVER BOND FUNDS Twelve Million and 00/100 Dollars ($12,000,000.00) The City of Miami Housing and Commercial Loan Committee approval of July 30, 2021, as amended on November 15, 2024, May 20, 2025, and on June 25, 2025, and City of Miami Resolutions No. R-21-0391 and R- 25- 0174 Essence Miami New Construction See Section 1.18 Thirty (30) years commencing on the Closeout of the Project Eighty-eight (88) Project Units 829-845-847 Southwest 8 Street Miami, FL 33130 EXHIBITS ATTACHED HERETO AND INCORPORATED HEREIN: Exhibit A Legal Description Exhibit B Scope of Work/Project Schedule Page 1 of 39 Exhibit C Budget Exhibit D Form of Amended Disbursement Agreement Exhibit E Affirmative Marketing Procedures and Responsibilities Exhibit F Form of Amended Mortgage and Security Agreement Exhibit G Form of Amended Declaration of Restrictive Covenants Exhibit H Form of Amended Rent Regulatory Agreement Exhibit I Signage Requirements Exhibit J Construction Insurance Requirements Exhibit K No Finder's Fee Affidavit Exhibit L Anti -Human Trafficking Affidavit Schedule A Schedule of Permitted Financing RECITALS WHEREAS, the Project Sponsor is the owner of the real property ("Property") described in Exhibit "A." The Project Sponsor is constructing a new 8-story mixed -use commercial and residential project, which will include an affordable housing project to be known as "Essence Miami" (the "Building"), which Project will increase the supply of rental housing units for Low Income Households to Moderate Income Households (ranging from 60% to 100% of AMI), by providing additional affordable rental units. WHEREAS, on June 10, 2021, and July 30, 2021, the City Commission and the City's HCLC respectively approved an allocation of Miami Forever Bond ("Bond") funds in the amount not to exceed $5,000,000.00 for the construction of the affordable rental housing Project; and WHEREAS, on May 8, 2025, and November 15, 2024, and as amended on May 20, 2025, and on June 25, 2025, the City Commission and the City's HCLC respectively approved an additional allocation of Bond funds ($5,390,000.00) and Public Benefit Trust funds ($1,610,000.00) in the amount of $7,000,000.00, thereby increasing the City's total allocation to an amount not to exceed $12,000,000.00 for the construction of the affordable rental housing Project of which up to Four Million and 00/100 Dollars ($4,000,000.00) will be used for the Project's Up Front Construction Costs (the "Up Front Construction Costs"); and WHEREAS, the City and the Project Sponsor intend and agree that the Bond Funds be subject to the terms and conditions of this Amended Agreement. NOW THEREFORE, in consideration of the mutual covenants and obligations herein contained, and subject to the terms and conditions hereinafter stated, the parties hereto understand and agree as follows: ARTICLE I DEFINITIONS The City and the Project Sponsor hereby agree that the capitalized terms used herein shall have the meanings set forth below unless the context requires otherwise: 1.1 Affordability Period: Page 2 of 39 1.2 Affordable: 1.3 Assisted Unit{sl or Bond Assisted Unit{sl or City Assisted Units or Units: 1.4 Amended Bond Documents or Amended Loan Documents: 1.5 Bond Funds, or, the Loan: The period of time that the Assisted Units must remain affordable, in accordance with the terms of the Loan Documents, for Low and Moderate Income individuals. The Affordability Period of this Project will be thirty (30) years commencing on Close -Out of the Project. A project or unit that satisfies the requirements set forth in the Covenant and Rent Regulatory Agreement, and set forth in the City's Request for Proposals through which Borrower applied. All eighty-eight (88) Project units are set aside for occupancy by Low and Moderate Income Households pursuant to the Bond Requirements throughout the Affordability Period. They are restricted for households with incomes at or below sixty percent (60%), and one hundred percent (100%) of the median income for the area, as determined by Florida Housing Finance Corporation ("FHFC"), with adjustments and certain exceptions as provided by FHFC. Eighteen (18) of the total eighty-eight (88) Project units shall be occupied for households with incomes at or below sixty percent (60%) of the median income for the area, as determined by FHFC, with adjustments and certain exceptions as provided FHFC. Seventy (70) of the total eighty-eight (88) Project units shall be occupied by households with incomes at or below one hundred percent (100%) of the median income for the area, as determined by FHFC, with adjustments and certain exceptions as provided FHFC. Income Restrictions apply to these units as provided in this Agreement, the Covenant, the other Bond Documents and the Legal Requirements. This Amended 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 Project Sponsor to the City in connection therewith or herewith, and all amendments, extensions and renewals to any of the foregoing The revised loan in the amount of $12,000,000.00 from the City Page 3 of 39 1.6 Bond Program: 1.7 Bond Requirements: 1.8 Code: to the Project Sponsor for Project construction, of which up to Four Million and 00/100 Dollars ($4,000,000.00) will be used for the Project's Up Front Construction Costs. 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. Page 4 of 39 1.9 Close -Out of the Project or Project Completion: 1.10 Contract Records: 1.11 Effective Date: 1.12 HUD: 1.13 Legal Requirements: 1.14 Mortgage: I.15 Payment Date: The date on which the Project has obtained all of the required certificate(s) of occupancy, all Bond Assisted Units have been leased to eligible tenants, and HCD has accepted the Borrower's Financial Close -Out Package. Any and all books, records, documents, information, data, papers, letters, materials, electronic storage data and media, whether written, printed, computerized, electronic or electrical, however collected or preserved which are or were produced, developed, maintained, completed, received or compiled by or at the direction of the Project Sponsor or any Project contractor or subcontractor in carrying out the duties and obligations required by the terms of this Agreement, including, but not limited to, financial books and records, ledgers, drawings, maps, pamphlets, designs, electronic tapes, computer drives and diskettes or surveys. The date on which the City Clerk's attestation is affixed to this Agreement. 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 FHFC, and any requirements imposed by the City and all local, state and federal requirements relating thereto and/or pertaining to the development, construction and/or operation of the Project under the Bond Program. The Mortgage and Security Agreement collateralizing the Loan, executed by the Project Sponsor a copy of which is attached hereto and incorporated herein as Exhibit "F." Absent an event of default, the payment of the principal and any accrued interest on the loan will be deferred to the end of the Affordability Period, at which time the principal and accrued interest are due and payable (if not due sooner by reason of acceleration). Page 5 of 39 1.16 Project: 1.17 Property: 1.18 Term: 1.19 The Covenant: 1.20 Low Income Household: 1.21 The Note: 1.22 OMl'1"1ED 1.23 Permitted Senior Financing: 1.24 OMI1"1ED 1.25 Moderate Income Household: New Construction of residential apartment units at 829-845- 847 Southwest 8 Street Miami, FL 33130. The project will consist of a total of eighty eight (88) units, comprised of forty-five (45) one- bedroom/one-bathroom units; and thirty- one (31) two-bedroom/one- bathroom units. The City Assisted Units shall be comprised as follows: twelve (12) one-bedroom/one-bathroom units to be occupied by Low Income Households; six (6) two-bedroom/one-bathroom units to be occupied by Low Income Households; forty-five (45) one- bedroom/one-bathroom units to be occupied by Moderate Income Households; and twenty-five (25) two- bedroom/one-bathroom units to be occupied by Moderate Income Households. All eighty-eight (88) Project units shall be City -assisted units and shall be subject to the Bond Requirements and the Amended Loan Documents throughout the Affordability Period. The real property located at 829-845-847 Southwest 8 Street Miami, FL 33130, as legally described in Exhibit "A" attached hereto and incorporated herein. The period commencing on the Effective Date hereof and ending at the expiration of the Affordability Period, unless this Amended Agreement is terminated sooner as provided for herein. An Amended 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 Assisted Units will qualify and remain Affordable, in the amount and the percentages identified herein, during the Affordability Period. A person or household whose annual income does not exceed sixty percent (60%) 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. The Amended Promissory Note of even date herewith evidencing the Amended Loan, executed by the Project Sponsor in favor of the City. The loan(s) specified to be senior to the Amended Loan as seen in Schedule A, attached hereto and incorporated herein. A person or households with income at or below one hundred percent (100%) of the median income for Miami- Dade County, FL as determined by FHFC, with adjustments and certain exceptions as provided by FHFC. Page 6 of 36 ARTICLE II POND FUNDS Upon satisfaction of all conditions set forth herein, the City shall disburse the Bond Funds to the Project Sponsor for the purposes herein set forth. 2.1 USE OF FUNDS. The Essence Miami Project consisting of eighty eight (88) rental units, which are all for Low Income Households to Moderate Income Households. Eighty-eight (88) Project units shall be set aside for Low Income Households and Moderate -Income Households as Bond Assisted Units. The Bond funds shall be used for capital construction costs in accordance with the Scope of Work attached hereto as Exhibit "B" and the Budget attached hereto as Exhibit "C". No portion of the Bond funds shall be used for operating expenses of the Project. 2.2 COSTS INCURRED BY THE CITY. Notwithstanding any other provision of this Agreement, the Project Sponsor understands and agrees that $10,000.00 of the Bond Funds awarded to the Proj ect shall be withheld from the first disbursement and used by the City to cover costs incurred by the City in administering this Amended Agreement and the Bond Program. Such costs may include, but are not limited to, environmental advertising costs, signage and recording fees. The $10,000.00 will be charged to the Project; any unused portion of such amount shall be automatically de -obligated and retained by the City. 2.3. COMMITMENT FEE. Project Sponsor agrees to pay the City a $5,000.00 commitment fee prior to the disbursement of any Bond Funds. 2.4. RETAINAGE. Five percent (5%) of each 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, both in form and substance acceptable to 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 Amended Disbursement Agreement of even date herewith, a copy of which is attached hereto and incorporated herein as Exhibit "D" (the "Amended Disbursement Agreement"). Bond Funds shall not be disbursed until the City receives evidence that the Project Sponsor has acquired the approved permits for the entire Project. Notwithstanding any provision herein or in any of the Amended Loan Documents to the contrary, the Bond Funds shall not be available for disbursement hereunder until an environmental clearance report, in a form satisfactory to the City ("Environmental Clearance Report"), is received by the City or confirmation of exempt status has been obtained for the Project. This Amended 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, shall automatically terminate in the event that within six (6) months of the Effective Date hereof such Environmental Clearance Report or confirmation of exempt status has not been obtained for the Project. 2.6 REPAYMENT OF BOND FUNDS. Repayment by the Project Sponsor of principal, accrued interest, and other costs and charges set forth in the Bond Loan Documents shall be repaid as follows: Each year after the Close -Out of the Project, on the anniversary of the Close -Out date, Maker must pay fifteen thousand dollars ($15,000.00) to Lender, representing a point one twenty-five percent (0.125%) interest rate, for fifteen (15) years. All other payments of principal, interest, and all other charges, expenses, and fees shall be made in accordance with the terms and conditions of the Note. Page 7 of 36 2.7 REIMBURSEMENT OF BOND FUNDS: The City shall reimburse Bond Funds upon the following: Eligible Project costs will be reimbursed with the submission of the appropriate request for payment from and all relevant partial releases of lien for the previous draw down. The fmal reimbursement request must include the fmal release of liens and also a certification by the general contractor and each subcontractor that there has been no kick -back according to the form that will be provided by the City. ARTICLE III DISBURSEMENT REQUIREMENTS 3.1 CONDITIONS OF DISBURSEMENT OF BOND FUNDS. The City shall not be obligated to disburse the Bond Funds, in accordance with Exhibit "D," unless and until the City has received the following: 3.1.1 Title Insurance. A title insurance commitment issued by a title insurance company acceptable to the City identifying the City's insurable interest in the Property, together with copies of all instruments which appear as exceptions therein. The title commitment and policy shall be issued without exceptions, except for those exceptions permitted by the City, and shall include such affirmative coverage as the City shall require. 3.1.2 Survey. An original current survey of the Property made by a registered surveyor satisfactory to the City and the title company and containing such certifications as the City and the title company may require. 3.1.3 Zoning. Evidence that the Property and the proposed improvements comply with all applicable zoning ordinances. 3.1.4 Corporate Documents. (a) The operating agreement, or its equivalent, as appropriate, and a good standing certificate for .the Project Sponsor certified by the appropriate governmental authority. (b) Resolutions, and incumbency certificates, or, in the case of a limited liability company, their equivalent, if applicable, certified by the manager or other authorized signer, authorizing the consummation of the transactions contemplated hereby, all satisfactory to the City. (c) Evidence satisfactory to the City that the Project Sponsor is qualified to receive funds under the Bond Program in accordance with the Bond Requirements. 3.1.5 Insurance Policies. The Project Sponsor shall obtain and furnish evidence of insurance coverage as the City may require in connection with the Project, which may include, but is not limited to, the following: (a) Commercial General Liability with limits of not less than $1,000,000.00 per occurrence and $2,000,000.00 aggregate, protecting against property damage, advertising injury claims, personal injury and bodily injury, including death. The insurance policy shall be written on a primary and non- contributory basis and shall farther list the City as an additional insured. (b) Business Auto Liability affording coverage on all owned autos, including hired and Page 8 of 36 non -owned auto exposures with limits of $300,000 per accident. The City shall be listed as an additional insured. A letter can be submitted if no auto exposure is anticipated. (c) Workers' Compensation and Employer's liability coverage subject to the statutory limits as required by the laws of the State of Florida. A letter can be submitted if Project Sponsor has less than (4) employees. The Project Sponsor shall be required to obtain and maintain at all times the insurance coverage outlined under this Section, and shall further furnish evidence to the City of such. In addition, the Project Sponsor shall require its contractors to furnish certificates of insurance in accordance to Exhibit "J." All such policies shall provide the City with a written notice of cancellation or material change from the insurer not less than thirty (30) 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 Project Sponsor to submit all required evidence of the specified insurance coverage fourteen (14) calendar days prior to the start of Project shall delay the disbursement of the Bond Funds. 3.1.6 Operative Documents. This Amended Agreement, the Amended Note, the Amended Mortgage, the Amended Covenant, the Amended Rent Regulatory Agreement, as defined hereunder, the Amended Disbursement Agreement, and any and all other Loan Documents shall be duly and lawfully executed by the Project Sponsor, as applicable, and in recordable form, where appropriate. 3.1.7 Appraisal. A current appraisal of the Property made by a member of the American Institute of Real Estate Appraisers. 3.1.8 List of Contractors and Subcontractors. A list of all of the Project contractors and subcontractors as of the date of execution of this Amended Agreement, and copies of all contracts in excess of $10,000 for the performance of services or the supply of materials in connection with the Project to be funded pursuant to this Amended Agreement. 3.1.9 Compliance with Bond Requirements. All other documents required by the Bond Program evidencing compliance with Bond Requirements. 3.1.10 Historic Preservation Review. All applicable requirements of the State of Florida Historic Preservation Department shall have been met prior to the disbursement of any funds hereunder. 3.1.11 Environmental Report. The Project Sponsor shall submit all information requested by the City with respect to the Project including, but not limited to, Phase I and Phase II Environmental Assessment Reports, as applicable. 3.1.12 Audit Report. The Project Sponsor shall submit to the City audit reports as are required herein. 3.1.13 Personnel Policies and Administrative Procedure Manuals. The Project Sponsor shall submit detailed documents describing the Project Sponsor's internal corporate organizational structure, property management and procurement policies and procedures, personnel Page 9 of 36 management, accounting policies and procedures, etc. Such information shall be submitted to the City within thirty (30) days of the execution of this Agreement and prior to the disbursement of any funds hereunder. 3.1.14 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 Project Sponsor. 3.1.18 Project Sponsor Compliance. The Project Sponsor (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 Affidavit. No Finder's Fee Affidavit, attached hereto and incorporated herein as Exhibit K. 3.1.20 Delivery of Other Documents. All other documents reasonably required by the City. 3.1.21 Anti -Human Trafficking Affidavit. Such Anti -Human Trafficking Affidavit as required herein, attached hereto as Exhibit "H" and made a part hereof. 3.2. This Agreement shall be governed by the insurance requirements set forth in Exhibit "J," attached hereto and incorporated herein, and any applicable provisions set forth in Article III. ARTICLE IV RONJ) REOUIREMENTS The Project Sponsor shall comply with the following Bond Requirements: 4.1 GENERAL. 4.1.1 The Project Sponsor shall maintain current documentation that its activities qualify under the Bond Requirements and the Bond Program. 4.1.2 The Project Sponsor 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 Low and Moderate -Income Households/persons. 4.1.3 INTENTIONALLY OMI1' 1ED Page 10 of 36 4.1.4 The Project Sponsor shall agree in writing to comply with any and all requirements as may be set forth in the Site Environmental Clearance Statement executed in connection herewith. 4.1.5 The Project Sponsor shall cooperate with the City in informing the appropriate citizen participation structures, including the appropriate area committees, of the activities of the Project Sponsor in adhering to the provisions of this Amended Agreement. Representatives of the Project Sponsor shall attend meetings of the appropriate citizen participation committees/structures upon the request of citizen participation officers or the City. 4.1.6 The Project Sponsor shall, to the greatest extent possible, give low and moderate income residents of the service community oppoliunities for training and employment. 4.1.7 The Project Sponsor shall comply with all applicable displacement and relocation requirements. 4.2 REAL PROPERTY. 4.2.1 The following restrictions shall apply to all real propeliy 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 constihlte an event of default and Project Sponsor shall pay to the City an amount equal to the amount of Bond Ftmds disbursed at the time of default plus accrued interest. 4.2.2 The following shall be a condition precedent to the execution and delivery of this Amended Agreement and the other Bond Documents: All real property purchased in whole or in part with funds for this and previous Agreements with the City, or transferred to the Project Sponsor after being purchased in whole or in part with funds from the City, shall be listed in the property records of the Project Sponsor and shall include: a legal description; size; address and location; owner's name if different from the Project Sponsor; information on the transfer or disposition of the property; and a map indicating whether property is in parcels, lots, or blocks and showing adjacent streets and roads. The propeliy records shall describe the programmatic purpose for which the property was acquired and identify the Bond Program activity that will be completed. If the property was improved, the records shall describe the programmatic purpose for which the improvements were made and identify the Bond Program activity that will be completed. 4.3 PERSONAL PROPERTY. Ownership of all non -expendable personal property purchased in whole or in part with Bond Funds given to the Project Sponsor pursuant to the terms of this Amended Agreement shall vest in the City. 4.3.1 Definitions. (a) Personal Property. Personal Property of any kind except real property: 1) Tangible. All personal property having physical existence. Page 11 of 36 (b) 2) Intangible. All personal property having no physical existence such as patents, inventions and copyrights. Non -expendable Personal Property. Tangible personal property of a non- consumable nature, with a value of $500 or more per item, with a normal expected life of one or more years, not fixed in place, and not an integral part of a structure, facility, or another piece of equipment. (c) Expendable Personal Property. All tangible personal property other than non - expendable property. 4.3.2 Requirements. The Project Sponsor shall comply with the non -expendable personal property requirements stated below: (a) All non -expendable personal property purchased in whole or in part with funds from this and previous contracts with the City shall be listed in the property records of the Project Sponsor and shall include: a description of the property; location; model number; manufacturer's serial number; date of acquisition; funding source; - unit cost; property inventory number; information on its condition; and information on the transfer, replacement, or disposition of the property. (b) All non -expendable personal property purchased in whole or in part with funds from this and previous contracts with the City shall be inventoried annually by the Project Sponsor in an inventory report submitted to the City when and as requested by the City. The inventory report shall include the elements listed in Paragraph 4.3.2(a), above. 4.4 DISPOSITION. The Project Sponsor 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 with approval shall not be unreasonably withheld and shall dispose of all such property in accordance with instructions from the City. Those instructions may require the return of all such property to the City. 4.5 GENERAL CONTRACTORS SUBCONTRACTS AND ASSIGNMENTS. 4.5.1 The Project Sponsor shall ensure that all contracts with contractors, subcontractors and assignments funded with the Bond Funds: (a) Identify the full, correct, and legal name of all parties; (b) Describe the activities to be performed; (c) Present a complete and accurate breakdown of its price component; Page 12 of 36 (d) Incorporate a provision requiring compliance with all applicable regulatory and other requirements of this Agreement, and with any other conditions and/or approvals that the City may deem necessary. The requirements of this paragraph apply to subcontracts and assignments in which parties are engaged to carry out any eligible substantive programmatic service, as may be defined by the City, set forth in this Amended 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 Amended Agreement; and (e) Incorporate the language of the Certificate Regarding Lobbying executed in connection herewith. 4.5.2 The Project Sponsor shall incorporate in all consultants and other subcontracts the following provision: [Project Sponsors 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 [Project Sponsor}. The consultant assumes full responsibility for the provision of all insurance and fringe benefits for himself/herself/itse f and for employees retained by the consultant in carrying out the Scope of Work provided in this subcontract. 4.5.3 The Project Sponsor shall be responsible for monitoring the contractual performance of all subcontracts. 4.5.4 The Project Sponsor shall submit to the City for its review and reasonable confirmation any subcontract engaging any party who agrees to carry out any substantive programmatic activities, to ensure its compliance with the requirements of this Amended Agreement. The City's review and confirmation shall be obtained prior to the release of any funds for the Project Sponsor's subcontractor(s). 4.5.5 The Project Sponsor shall receive written approval from the City prior to either assigning or transferring any obligations or responsibility set forth in this Amended 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 Amended Agreement. 4.5.7 The Project Sponsor and its subcontractors shall comply with Chapter 18/Article X of the Code of the City of Miami, Florida, as amended ("City Code"), entitled "Finance/Living Wage Requirements for Service Contracts and City Employees", 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 Page 13 of 36 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 Upon request from the City, the Project Sponsor shall submit to the City all proposed Solicitation Notices, Invitations for Bids, and Requests for Proposals. 4.6 REPORTING OBLIGATIONS. The Project Sponsor is subject to compliance reporting requirements related to previously funded City projects which are under construction or in the Affordability Period including applicable Office of Management and Budget (OMB) Circular(s) reporting and current insurance certificates. 4.6.1 The Project Sponsor shall submit, as required by the City, the following: 4.6.1.1 Progress Reports. The Project Sponsor shall submit status reports and projected completion dates to describe the progress made by the Project Sponsor in achieving each of the objectives identified in Exhibit "B." The Project Sponsor shall also submit an Earned Income Report in such form as may be required by the City. Both the Progress Report and the Earned Income Report shall be provided to the City on a quarterly basis until Project Completion. 4.6.1.2 Inventory Report. The Project Sponsor 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 Project Sponsor 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 Project Sponsor 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 Project Sponsor 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 Project Sponsor shall provide a list of all Project contractors and subcontractors, and copies of all contracts in excess of $10,000 for the performance of services or the supply of materials in connection with the Project. 4.6.1.7 Affordability Report. On February 1 (or on such other date that the City shall authorize in writing) of each year during the Affordability Period, the Project Sponsor shall provide a report describing the previous year's compliance with the affordability requirements set forth herein. The Affordability Report shall be accompanied by such substantiating documentation as the City shall request. Page 14 of 36 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 Project Sponsor shall comply with all applicable uniform administrative requirements as described in 24 C.F.R §570.502. 4.6.2.2 The Project Sponsor 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 Project Sponsor 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 Project Sponsor 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 Project Sponsor pursuant to the terms of this Agreement is in excess of $100,000.00, the Project Sponsor shall comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act of 1970 (42 U.S.C. 7401 et. seq.), as amended; the Federal Water Pollution Control Act (33 U.S.C. 1251), as amended; Section 508 of the Clean Water Act (33 U.S.C. 1368); Environmental Protection Agency regulations (40 C.F.R. Part 15); and Executive Order 11738. 4.6.3 Audits, Other Information and Records. 4.6.3.1 Commencing with the fiscal year ending immediately following the Close-out of the Project, the Project Sponsor shall submit to the City an audit conducted by an independent certified public accountant or firm of independent certified public accountants in accordance with generally accepted auditing standards, including audited financial statements and a report on compliance with laws and regulations based on the audit of financial statements. Two copies of each such audit must be delivered to the City no later than six (6) months following the end of each Project Sponsor 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 Page 15 of 36 e. Notes The financial statements shall be accompanied by a certification of the Project Sponsor as to the accuracy of such financial statements. Subject to paragraph 7.1(i), a late fee of $500 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, the Project Sponsor shall also furnish to the City unaudited financial statements of the Project Sponsor certified by the Project Sponsor's principal financial or accounting officer, covering such financial matters as the City may request, including without limitation, monthly statements with respect to the Project. 4.6.3.2 The Project Sponsor shall ensure that the Contract Records shall be at all times subject to and available for foll 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 Project Sponsor 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 Project Sponsor shall include in all subcontracts to carry out any eligible substantive programmatic services, as such services are described in this Amended 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 Project Sponsor shall establish and maintain sufficient records to enable the City to determine whether the Project Sponsor has met requirements of the Bond Program and this Amended Agreement. The Project Sponsor shall maintain all Contract Records in accordance with generally accepted accounting principles, procedures, and practices, which records shall sufficiently and properly reflect all revenues and expenditures of finlds provided directly or indirectly by the City pursuant to the terms of this Amended Agreement. At a minimum, the following records shall be maintained by the Project Sponsor: 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 Page 16 of 36 acquisition, displacement, relocation and relocation housing. 4.7.5 Records containing data on the extent to which each racial and ethnic group and single - headed households (by gender of household head) have applied for, participated in, or benefited from, any program or activity funded in whole or in part with Bond Funds. 4.7.6 Records containing data indicating the race and ethnicity of households (and gender by single heads of household) displaced as a result of Bond funded activities, together with the address and census tract of the housing units to which each displaced household relocated. 4.7.7 Intentionally Omitted. 4.7.8 Data indicating the racial/ethnic character of each business entity receiving a contract or subcontract of $25,000 or more paid, or to be paid, with Bond Funds, and such additional information as is required pursuant to 24 C.F.R §570.506(g)(6). 4.7.9 Financial records in accordance with the applicable requirements listed in 24 C.F.R. §570.502. 4.7.10 Records required to be maintained in accordance with other applicable laws and regulations including but not limited to those that arc 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 Project Sponsor at least until the expiration of the Retention Period. The Project Sponsor 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 herem 1 der. The Project Sponsor 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 PROJECT SPONSOR The Project Sponsor represents and warrants to the City as follows: 5.1 ORGANIZATION AND EXISTENCE. The Project Sponsor 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 Project Sponsor has full power and authority to perform the provisions hereof and of its agreements and undertakings with the City and to perform the transactions contemplated hereby, and such execution and performance have been duly authorized by all necessary corporate or other approvals and actions. Page 17 of 36 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 Amended 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 Project Sponsor, the Project, or the Property which could adversely affect the Project Sponsor's ability to comply with this Agreement and/or the Bond Program, complete or operate the Project or to perform its obligations hereunder or which would constitute an Event of Default hereunder or under the other Bond Documents regardless of the giving of notice or the passage of time or both. There are no outstanding or unpaid judgments or arbitration awards against the Project Sponsor. 5.4 NON -DEFAULT. The Project Sponsor is not in default or violation with respect to any Legal Requirement, nor is it in default under or in material breach of any instrument or agreement to which it is a party or by which it otherwise may be bound. The execution and delivery of this Amended Agreement and the other Amended Bond Documents, the consummation of the other transactions contemplated hereby, and the development of the Project as contemplated hereby and by the other Amended 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 Project Sponsor is a party or by which it may be bound; and (ii) have been duly authorized by all necessary actions and approvals, whether corporate or otherwise. 5.5 VALID OBLIGATIONS. This Amended Agreement and all of the other Amended Bond Documents, when executed and delivered, shall constitute the duly authorized, legal, valid and binding obligations of the Project Sponsor and will be enforceable in accordance with their respective terms. 5.6 MARKETABLE TITLE. The Project Sponsor has good and marketable title to the Property, subject only to: (a) the exceptions and other matters set forth in that certain Title Insurance Commitment (Order Number 1615192), issued by Old Republic National Title Insurance Company, effective as of May 18, 2025, at 11:00pm, as endorsed. (collectively, the "Title Commitment and Exceptions"); and (b) from time to time, the granting of utility and similar easements on a non -material portion of the Property to utility and similar service providers for the installation and maintenance of utility and similar service equipment and components. 5.7 COMPLIANCE. The completion and use of the Project in accordance with the Scope of Work will comply fully with all Legal Requirements, and with all limitations on the use of the Project, or any other condition, grant, easement, covenant, or restriction, whether recorded or not. All necessary approvals, permits and licenses for the construction, operation, and use of the Project have been unconditionally obtained and are in full force and effect, or if the present state of construction of the Project does not allow such issuance, then such approvals, permits and licenses will be issued when the Project is completed. 5.8 ENCROACHMENTS. When completed in accordance with the Scope of Work, the Project will not encroach upon any building line, setback line, side yard line, or other recorded or visible easements or other easements of which the Project Sponsor is aware which exists (or which the Project Sponsor has reason to believe may exist) with respect to the Project, except as may be permitted by the City in writing. 5.9 SCOPE OF WORK. The Scope of Work is complete in all respects, and contains all details requisite Page 18 of 36 for the Project which, when built and equipped in accordance therewith, shall be ready for the intended use and occupancy thereof. 5.10 LEASES. There are no leases, tenancies, licenses or agreements for use of any part of the Property other than as specifically disclosed to and approved in writing by the City, which, for avoidance of doubt (and which the City hereby acknowledges and agrees), are limited to the leases for the rental of each Bond Assisted Unit each which may be entered into from time to time. 5.11 PENDING ASSESSMENTS. The Project Sponsor has no knowledge of any pending or proposed governmental action that would impair the operation or value of the Project or result in a special assessment against the Project. 5.12 WASTE. The Project Sponsor shall not commit nor suffer waste nor negligence on the Project. 5.13 FRAUD. No fraud by the Project Sponsor has occurred in the qualification of the Project, the Project Sponsor, the Borrower, and/or the Property under the Bond Program, the negotiation of this Amended Agreement and the other Amended 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 no such proceedings have been threatened. 5.15 NO CHANGES. There have been no material adverse changes in projected costs and expenses of or from the Project or in the occupancy of the Property or any other features of the transactions contemplated hereby as submitted to the City. 5.16 COMPLIANCE WITH LAWS AND REGULATIONS. The Project Sponsor will comply at all times with all Legal Requirements. The Project Sponsor will comply at all times with the Bond Requirements affecting the ownership, use, construction, lease and operation of the Project. 5.17 OTHER PROJECT FINANCING. The Project Sponsor has not applied for nor received, and does not otherwise have available, in connection with the Project any other 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. 5.18 REAFFIRMATION. Each of the representations and warranties set forth in this Article shall be true at all times, and the Project Sponsor's acceptance of each draw of the Bond Funds hereunder shall I be deemed to be a reaffirmation of each of the representations and warranties given in this Agreement. ARTICLE VI PROJECT SPONSOR'S OBLIGATIONS 6.1 SCOPE OF WORK. The Project Sponsor shall perform the Scope of Work as set forth herein and on Exhibit "B" attached. 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 Project Sponsor shall: (a) commence construction within six (6) months from the Effective Date of the Agreement; (b) obtain all certificates of occupancy or temporary certificates of occupancy required for the Project within eighteen (18) months from the Effective Date; (c) have all City Assisted Units rented within twelve (12) months after the issuance of Project's certificate(s) of occupancy, but in no event Page 19 of 36 later than thirty six (36) months from the Effective Date; and (d) have the Project inspected by an authorized City Inspector and receive the appropriate clearance or certification that the construction/rehabilitation work adheres to and conforms with the applicable City, county or state requirements, including, without limitation, applicable building code requirements. The Project Sponsor shall: (a) meet all of its obligations hereunder and under all of the Amended Loan Documents executed in connection herewith, (b) rent and maintain the occupancy of all City Assisted Units to Low and Moderate Income Households in accordance with the requirements of this Amended Agreement, and provide to the City a certified rent roll evidencing the same, (c) throughout the Affordability Period, rent all of the Assisted Units to Low and Moderate Income Households in accordance with the requirements of this Amended Agreement, the Amended Rent Regulatory Agreement, which is attached and incorporated as Exhibit "H", and the other Amended Loan Documents; and (d) throughout the Affordability Period, comply with all applicable Legal Requirements and all applicable requirements hereof and in the other Amended Loan Documents. The tenant's portion of rents charged for Assisted Units shall be limited as set forth in the Amended Rent Regulatory Agreement executed in connection herewith. 6.2 REPORTING OBLIGATIONS. The Project Sponsor shall submit to the City all reports as described in Article 4 hereof, al ld all other reports that the City may reasonably require, in such form, manner, and frequency as the City may require to monitor the progress of the Project and the Project Sponsor's performance and compliance with this Amended Agreement and all Legal Requirements. 6.3 RETENTION OF RECORDS, The Project Sponsor shall retain all Contract Records for five (5) years after expiration of the Affordability Period (hereinafter referred to as "Retention Period") subject to the limitations set forth below: (a) If the City or the Project Sponsor has received or is 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 ml der the terms of this Amended Agreement, the Retention Period shall be extended until such time as the threatened or pending litigation, claim or audit is, in the sole and absolute discretion of the City, fully, completely and finally resolved. (b) The Project Sponsor shall allow the City or any person authorized by the City full access to and the right to examine any of the Contract Records during the Retention Period. (c) The Project Sponsor shall notify the City in writing, both during the pendency of this Amended Agreement and after its expiration or termination, as part of the final closeout procedure, of the address where all Contract Records will be retained. 6.4 PROVISION OF RECORDS. All of the Contract Records are subject to the provisions of Chapter 119, Florida Statutes, commonly referred to as the "Public Records Law." Should Project Sponsor determine to dispute any public access provision required by Florida Statutes, then Project Sponsor shall do so at its own expense and at no cost to the City. IF PROJECT SPONSOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO PROJECT SPONSOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT AS A PUBLIC CONTRACT, Page 20 of 36 PLEASE CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT TELEPHONE NUMBER 305-416-1800, EMAIL: PUBLICRECORDS@MIAMIGOV.COM, AND MAILING ADDRESS: PUBLIC RECORDS C/O OFFICE OF THE CITY ATTORNEY, 9TH FLOOR, MIAMI RIVERSIDE CENTER, 444 S.W. 2ND AVENUE, MIAMI, FLORIDA 33130 OR THE CITY'S DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT'S CUSTODIAN OF RECORDS AT 2ND FLOOR, 14 NORTHEAST 1ST AVENUE, MIAMI, FLORIDA 33132. The Project Sponsor shall provide to the City, upon request, all Contract Records. The requested Contract Records shall be treated as public records of the City without restriction, reservation, or limitation on their use and shall be made available by the Project Sponsor at any time upon request by the City, subject to any applicable statutory exemptions which such Contract Records shall be conspicuously marked with the specific statutory exemption by Project Sponsor. If the Project Sponsor receives funds from, or is under regulatory control of, other governmental agencies and those agencies issue monitoring reports, regulatory examinations, or other similar reports, the Project Sponsor shall provide a copy of each such report and any follow- up communications and reports to the City immediately upon such issuance unless such disclosure is a violation of those agencies' policies. 6.5 PRIOR APPROVAL. The Project Sponsor shall obtain the City's prior written approval prior to undertaking any of the following with respect to the Project Sponsor, the Project and/or the Property: (a) the sale, assignment, pledge, transfer, hypothecation or other encumbrance or disposition of any proprietary or beneficial interest in the Project Sponsor, the Project or the Project Sponsor's estate in the Property, or any change in the operating control of the Project Sponsor, which shall require the prior approval of the City's HCLC or the City Commission, as appropriate. (b) The disposition of any real property or any expendable personal property or non- expendable personal property as provided in Article 4, except for personal property that suffers wear and tear and needs replacement, and is replaced. (c) OMITTED (d) Any proposed Solicitation Notice, Invitation, for Bids or Request for Proposals relating to the use of the Bond Funds. (e) The disposal of any Contract Records during the Retention Period. 6.5.1 DISCRETION, The Director of the Department of Housing and Comlmmity 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. Page 21 of 36 6.6 MONITORING. The Project Sponsor shall permit the City and other persons duly authorized by the City to inspect all Contract Records, facilities, goods, and activities of the Project Sponsor that are in any way connected to the activities undertaken pursuant to the terms of this Agreement, and/or to interview any clients, employees, subcontractors, or assignees of the Project Sponsor. Following such inspection or interviews, the City will deliver to the Project Sponsor a report of its findings. The Project Sponsor will rectify all deficiencies cited by the City within the period of time specified in the report or provide the City with a reasonable justification for not correcting the deficiencies. The City will determine, in its sole and absolute discretion, whether or not the Project Sponsor's justification is acceptable. 6.7 CONFLICT OF INTEREST. A. The Project Sponsor is aware of the conflict of interest laws of the City of Miami (Code of the City of Miami, Florida, Chapter 2, Article V), of Miami -Dade County, Florida (Code of Miami -Dade County, Florida, Section 2-11.1), and of the State of Florida (as set forth in Florida Statutes), and agrees that it will fully comply in all respects with the terms thereof and any future amendments. B. The Project Sponsor covenants that no person or entity under its employ presently exercising any functions or responsibilities in connection with this Agreement has any personal financial interests, direct or indirect, with the City. The Project Sponsor further covenants that, in the performance of this Agreement, no person or entity having such conflicting interest shall be utilized in respect to the Scope of Work or services provided hereunder. Any such conflict of interest(s) on the part of the Project Sponsor or its employees or associated persons or entities must be disclosed to the City. C. The Project Sponsor shall disclose any possible conflicts of interest or apparent improprieties of any party under or in connection with the Legal Requirements, including the standards for procurement. D. The Project Sponsor shall make any such disclosure to the City in writing within fifteen (15) days after the Project Sponsor's discovery of such possible conflict. The City's determination regarding the possible conflict of interest shall be binding on all parties. E. No employee, agent, consultant, elected official or appointed official of the City, exercising any functions or responsibilities in connection with the City's Bond Program or this Amended 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 Amended Agreement, the proceeds hereunder, the Project or the Project Sponsor, either for themselves or for those with whom they have family or business ties, during their tenure or for one year thereafter. 6.8 RELATED PARTIES. The Project Sponsor shall report to the City the name, purpose for and any other relevant information in connection with any related -party transaction. The term "related party transaction" includes, but is not limited to, a transaction or relationship between the Project Sponsor and a for - profit or nonprofit subsidiary or affiliate organization, an organization with an overlapping board of directors, and an organization for which the Project Sponsor is responsible for appointing partnerships. The Project Sponsor shall report this information to the City upon forming the relationship, or if already formed, shall report such relationship prior to or simultaneously with the execution of this Agreement. Any supplemental information shall be promptly reported to the City no later than inthe next required Progress Report, as described above. 6.9 PUBLICITY AND ADVERTISEMENTS. The Project Sponsor shall ensure that all publicity and advertisements prepared and released for the Project, by the Project Sponsor, such as pamphlets and news releases, related to activities funded by this Amended Agreement, and all events carried out to publicize the accomplishments of any activities funded by this Amended Agreement, recognize the City as one of its funding Page 22 of 36 sources. 6.10 ADDITIONAL FUNDING, The Project Sponsor shall notify the City of any additional funding received for any activity described in this Amended Agreement. Such notification shall be in writing and received by the City within thirty (30) days of the Project Sponsor's notification by the funding source. 6.11 REVERSION OF ASSETS. The Project Sponsor shall return to the City upon the expiration or termination of this Amended 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 Project Sponsor by the City. Any funds not earmarked by the Project Sponsor prior to the expiration or termination of this Amended Agreement shall be retained by the City 6.12 REPAYMENT OF FUNDS PROCEDURES. The Project Sponsor shall repay to the City all funds received by the Project Sponsor pursuant to this Amended Agreement all unpaid interest accrued thereon, and all unpaid fees, charges and other obligations of the Project Sponsor due under any of the Amended Loan Documents. 6.13 AFFIRMATIVE MARKETING. The Project Sponsor shall comply with the affirmative marketing requirements and procedures provided on Exhibit E. Project Sponsor 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. From the Effective Date until the Close -Out of the Project, the Project Sponsor shall furnish signage identifying the Project and shall acknowledge the contribution of the City by incorporating the seal of the City and the names of the City commissioners and officials in 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 Project Sponsor shall ensure that all publicity and advertisements related to the Project, which are prepared by or at the direction of the Project Sponsor, 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 Project Sponsor shall not discriminate on the basis of race, color, national origin, sex, religion, age, sexual orientation, marital or family status or handicap/disability in connection with its performance under this Agreement or in connection with the construction of the Project or the occupancy of any Project unit. Age discrimination and discrimination against minor dependents are also not permitted. The Project Sponsor shall meet the fair housing requirements of24 C.F.R. § 570.904. 6.17 MAINTENANCE OF LEGAL EXISTENCE AND AUTHORITY, Project Sponsor 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 City Code. 6.18 COMPLIANCE REOUIREMENTS. The Project Sponsor 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 Project Sponsor shall at any time and from time to time upon the request of the City, at Project Sponsor's sole cost and expense, execute, acknowledge and deliver such further notices and other documents Page 23 of 36 and perform such other acts as may, in the opinion of the City, be necessary, desirable or proper to carry out more effectively the purposes of this Amended Agreement and the other Amended Loan Documents. 6.19 COMPLIANCE WITH SAFETY PRECAUTIONS. The Project Sponsor shall allow City inspectors, agents or representatives the ability to monitor its compliance with safety precautions as required by federal, state or local laws, rules, regulations and ordinances. By performing these inspections, the City, its agents, or representatives are not assuming any liability by virtue of such laws, rules, regulations and ordinances. The Project Sponsor shall have no recourse against the City, its agents, or representatives for the occurrence, non- occurrence or result of such inspection(s). Simultaneously with the submission of its first draw request to the City, the Project Sponsor shall contact the City's Risk Management Department Safety Unit in writing to coordinate such inspection(s). The Project Sponsor shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the City, including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability) and all applicable regulations, guidelines and standards. 6.20 DRAW REOUESTS. Each Request for Disbursement of hard costs must be signed by the Project Sponsor, and/or the architect for the Project and the general contractor, if applicable, and each Request for Disbursement of soft costs must be signed by the Project Sponsor, as more folly set forth in the Amended Disbursement Agreement. 6.21 INSURANCE PROCEEDS. Notwithstanding anything to the contrary contained herein or in the other Amended Loan Documents, the Project Sponsor may make insurance proceeds available for the restoration and repair of the Property and the Project if all of the following conditions are met: (i) the Project Sponsor is not in breach or default of any provision of the Mortgage or any other loan document between the Project Sponsor and Lender; (ii) the Project Sponsor determines that there will be sufficient funds, through insurance proceeds and contributions by the Project Sponsor, to (a) restore and repair the Property and the Project to a condition as close as reasonably possible to what previously existed, and (b) meet all operating costs and other expenses, payments for reserves and loan repayment obligations relating to the Property and the Project until completion of the restoration and repair of the Property and/or the Project to a condition as close as reasonably possible to what previously existed; (iii) the Project Sponsor determines that the rental income of the Project, after restoration and repair to a condition as close as reasonably possible to what previously existed, will be sufficient to meet all operating costs and other expenses, payments for reserves and loan repayment obligations relating to the Project, and (iv) the Project Sponsor has received the City's written concurrence with such determination. 6.22 CONDEMNATION PROCEEDS. Notwithstanding anything to the contrary contained herein or in the other Amended Loan Documents, the Project Sponsor may make proceeds of condemnation available for the restoration and repair of the Property and the Project if all of the following conditions are met: (i) the Project Sponsor is not in breach or default of any provision of the Amended Mortgage or any other Amended Loan Document; (ii) the Project Sponsor determines that there will be sufficient fonds, through condemnation proceeds and contributions by the Project Sponsor, to (a) restore and repair the Property and the Project to a condition as close as reasonably possible to what previously existed, due consideration given to the portion of the Property and the Project taken, and, (b) meet all operating costs and other expenses, payments for reserves and loan repayment obligations relating to the Project until completion of the restoration and repair of the Property and the Project to a condition as close as reasonably possible to what previously existed, due consideration given to the portion of the. Property and the Project taken; and (iii) the Project Sponsor determines that the rental income of the Project, after restoration and repair of the Property and the Project to a condition as close as reasonably possible to what previously existed, due consideration given to the portion Page 24 of 36 of the Property and the Project taken, will be sufficient to meet all operating costs and other expenses, payments for reserves and loan repayment obligations relating to the Project, and (iv) the Project Sponsor have received the City's written concurrence with such determination. 6.23 PREVIOUSLY FUNDED CITY PROJECTS. The Project Sponsor shall comply with: all applicable reporting requirements relating to previously funded City projects which are under construction or in the affordability period, including OMB A-133, and all applicable insurance requirements relating to such projects. ARTICLE VII DEFAULT 7.1 The happening of any one or more of the following events shall constitute an Event of Default: (a) In the event any of the Bond Assisted Units fails to remain Affordable at any time during the Affordability Period, the Project Sponsor's failure to initiate action to cure such non- compliance within five (5) business days of receipt of knowledge of the same. (b) If any term, condition or representation contained in this Amended Agreement or any of the other Amended Bond 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 Amended Agreement. (c) The substantial discontinuance of the construction of the Project for a period of fourteen (14) days which discontinuance is, in the sole determination of the City, without satisfactory cause. (d) Except for Permitted Senior Financing, the sale, assignment, pledge, transfer, hypothecation or other encumbrance or disposition of any proprietary or beneficial interest in the Project Sponsor, the Project, or the Property, or any change in operating control of the Project Sponsor without the prior approval of the City's HCLC or the City Commission, as appropriate. (e) In the event that the City determines, in its reasonable discretion, that the Project is not being constructed in a good and workmanlike maimer in accordance with the Scope of Work, or that the Project Sponsor 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 Project Sponsor, or the Property. (f) (g) Failure of the Project Sponsor to comply with any term, provision, covenant or obligation of this Amended Agreement or any of the Amended Loan Documents, or the occurrence of all event of default under any of the other Amended Loan Documents, subject to all applicable 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 Page 25 of 36 (i) or nature whatsoever of the Project Sponsor to the City, direct or contingent, whether now or hereafter due, existing, created or arising. Notwithstanding anything to the contrary, in the event that Project Sponsor fails to timely deliver, to City, the required audited financial statement(s), then City, in its sole and absolute discretion, may deem such a failure to be a material non -curable breach of this Agreement. In such an event, City will notify Project Sponsor 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. shall govern untimely delivered audited financial statement(s). (j) In the event that Project Sponsor fails to timely deliver, to City, the Affordability Report, as described in 4.6.1.7 herein. (k) Project Sponsor declares bankruptcy and/or becomes insolvent, which shall result in immediate acceleration of the Loan's repayment in foll. (I) City and Project Sponsor acknowledge that a senior mortgage default, which constitutes a "Event of Default" under such senior mortgage unless waived by the Senior Lender, constitutes an Event of Default under this Loan Agreement and the other Loan Documents. In such an event, City may pursue any and all of its remedies, including but not limited to an Acceleration of Debt, as described below. (m) Project Sponsor acts in accordance with paragraph 4.2.1(b) herein. 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 Project Sponsor, after which the Project Sponsor shall have thirty (30) days to cure said applicable 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). Said notice shall be delivered by certified mail, return receipt requested, or by in person delivery with proof of delivery. In the event a default which is permitted to be cured cannot practicably be cured within thirty (30) days, the Project Sponsor shall have such additional time as may he required to effect a cure, so long as (a) the cure is commenced within thirty (30) days and is diligently prosecuted and (b) the lack of a cure during such continuing cure period has no material adverse effect on the Project. If an Event of Default shall continue uncured for a period of thirty (30) consecutive days following written notice thereof to the Project Sponsor (except for the events described in Section 7.1 (b) and (d) and (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: (a) Specific Performance. Institute appropriate proceedings to specifically enforce performance of the terms and conditions of this Amended Agreement; Page 26 of 36 (b) Acceleration of Debt, It is expressly agreed that the full amount of both principal and interest due pursuant to the Amended Note shall become due and payable at the option of the City on the happening of any Event of Default under the terms of this Loan Agreement. (c) Other Remedies. Exercise any other right, privilege or remedy available to the City as may be provided by applicable law, or in any of the other Amended Bond Documents. It is lmderstood and agreed that the occurrence of an event of default under Section 7.1 (b) or (d) or (i) shall immediately entitle the City to exercise any of the above -described remedies without the need to give the Project Sponsor notice thereof or the opportunity to cure. The rights and remedies of the City hereunder shall be cumulative and not mutually exclusive, and the City may resort to any one or more or all of said remedies without exclusion of any other. No party other than the City, whether the Project Sponsor or a material man, laborer, subcontractor 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 forgoing, in the event of an Event of Default under Section 7.1(1) above, which default relates to the Permitted Senior Financing, but does not otherwise constitute a default under the Amended 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 Amended Loan Documents, upon the occurrence and during the continuation of an Event of Default: (a) All sums outstanding under the Note shall bear interest at the highest rate allowable by law from the date of disbursement, without notice to the Project Sponsor or any guarantor or endorser of the Note and without any affirmative action or declaration on the part of the City; (b) The Restrictive Covenant shall remain as a restriction on the Property throughout the Affordability Period; and (c) The Project Sponsor, Borrower, Project developer, managing partner(s) of the Project Sponsor, and/or other individuals, principals• and/or other entities as determined by the City, will be debarred from receiving any City funding for a period of five (5) years. ARTICLE IX INDEMNIFICATION 9.1 The Project Sponsor 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 Project Sponsor and persons employed or utilized by Project Sponsor in the performance of this Agreement. Project Sponsor shall, further, hold the City, its officials and/or employees, harmless for, and defend the City, its officials and/or employees against, Page 27 of 36 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 Project Sponsor shall, upon written notice from the City, resist and defend such action or proceeding by counsel satisfactory to the City. The Project Sponsor expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Project Sponsor shall in no way limit the responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, agents and instrumentalities as herein provided. The Project Sponsor shall further require its contractors to indemnify, hold harmless and defend the City, its officers, agents, directors, and/or employees against any and all liabilities, claims, damages, suits, judgments and costs, including attorney's fees arising out of, or resulting from the contractor's negligence or omissions in connection with this project. The indemnification provided above shall obligate the Project Sponsor to defend, at its own expense, to and through appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at the City's option, any and all claims of liability and all suits and actions of every name and description which may be brought against the City whether performed by the Project Sponsor, or persons employed or utilized by Project Sponsor. This indemnity will survive the cancellation or expiration of the Agreement. This indelml ity will be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conforms to the limitations of §725.06 and/or §725.08, Florida Statutes, as applicable. The Project Sponsor agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of the Project Sponsor in which the City participated either through review or concurrence of the Project Sponsor's actions. In reviewing, approving or rejecting any submissions by the Project Sponsor or other acts of the Project Sponsor, the City in no way assumes or shares any responsibility or liability of the Project Sponsor or Sub -contractor under this Amended Agreement. ARTICLE X TERMINATION The Project Sponsor acknowledges that this Amended Agreement may be terminated if the Project Sponsor materially fails to comply with the terms contained herein. 10.1 TERMINATION BECAUSE OF LACK OF FUNDS. In the event the City does not receive from its funding source funds to finance this Amended Agreement, or in the event that the City's funding source de - obligates the funds allocated to fmance this Amended Agreement, the City may terminate this Amended Agreement upon not less than twenty-four (24) hours prior written notice to the Project Sponsor. 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 Amended Agreement, in whole or in part, in the event, the City determines, in its sole and absolute discretion, that either the Project Sponsor 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 Amended Agreement following the giving of notice and the expiration of all applicable cure periods. The City may terminate this Amended 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 Project Sponsor to the City, Page 28 of 36 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 Amended 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 Project sponsor or of any individual or entity executing this Amended 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 Amended Agreement), and unless the Project Sponsor's breach is waived by the City in writing, the City may, by written notice to the Project Sponsor, terminate this Amended 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 Amended 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 Project Sponsor's authority to obligate funds lmder this Amended Agreement or withhold payments to the Project Sponsor, or both, pending necessary corrective action by the Project Sponsor. Reasonable cause shall be determined by the City in its sole and absolute discretion and may include: (a) Ineffective or improper use of the Bond Funds by the Project Sponsor. (b) Failure of the Project Sponsor to materially comply with any term or provision of this Amended Agreement; or (c) Failure of the Project Sponsor to submit any documents required by this Amended Agreement; or (d) The Project Sponsor'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 Amended Agreement. 11.3 The City will notify the Project Sponsor in writing of the type of action taken pursuant to this Article, by certified mail, return receipt requested, or by in person delivery with proof of delivery. The notification will include the reason(s) for such action, any conditions relating to the action, and the necessary corrective action(s). ARTICLE XII MISCELLANEOUS 12.1 ENFORCEMENT METHODS. As a means of enforcing compliance with the Bond Program, the City may utilize any enforcement measures it deems necessary. Page 29 of 36 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 Amended 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 Amended Agreement necessary. The City shall be the fmal authority in determining whether or not funds for this Amended 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 Amended Mortgage. 12.3 RIGHT TO WANE. The City may, for good and sufficient cause, as determined by the City in its sole and absolute discretion, waive provisions of this Amended Agreement or seek to obtain such waiver from an appropriate authority. Waiver requests from the Project Sponsor shall be in writing. A waiver shall not be construed to be a modification of this Amended Agreement. 12.4 BUDGET AND BOND ELIGIBILITY ACTIVITY TITLE REVISIONS. Revisions to the Budget shall be made in writing, and approved in writing by the City; however, such revisions shall not necessitate an amendment hereto unless the amount of the Amended Loan to be granted hereunder is changed, or unless otherwise required by the City. A revision to the Bond eligibility activity titles under which this Amended Agreement's objectives are classified shall not require an amendment hereto. 12.5 DISPUTES. In the event an unresolved dispute exists between the Project Sponsor and the City, the City shall refer the issue, including the views of all interested parties and the recommendation of the City, to the City Manager, his designee, or such other official of the City who shall be authorized to exercise the authority of the City Manager in this regard ("City Manager") for determination. The City Manager will issue a determination within thirty (30) calendar days of receipt of a written request for resolution of the dispute and so advise the City and the Project Sponsor. In the event additional time is necessary, the City Manager will notify the interested parties within the thirty (30) day period that additional time is necessary. The Project Sponsor agrees that the City Manager's determination shall be fmal and binding on all parties, subject only to judicial review. 12.6 HEADINGS, The article and paragraph headings in this Amended Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Amended Agreement. 12.7 PROCEEDINGS. The Amended 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 Amended Agreement shall, to the extent permitted by law, be held in Miami -Dade County, Florida. 12.8 NOTICES AND CONTACT. All notices under this Amended Agreement shall be in writing and addressed as follows: Page 30 of 36 To City: With Copy To: To Project Sponsor: With Copy to: Page 31 of 36 City of Miami Department of Housing and Community Development 444 S.W. 2nd Avenue Miami, FL 33130-1910 Attn: Victor Turner, Director George K. Wysong III City Attorney City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 8th Street Properties, LLC 16426 Northeast 32 Avenue North Miami Beach, FL 33160 Attn: Nuri Dorra Marc Sarnoff Shutts & Bowen LLP 200 South Biscayne Boulevard, Suite 4100 Miami, FL 33131 Except as otherwise provided in this Amended 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 Amended 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 Amended Agreement, as modified, shall continue and all other provisions of this Amended Agreement shall remain in full force and effect. 12.10 ENTIRE AGREEMENT. This Amended 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 Amended Disbursement Agreement Exhibit E Affirmative Marketing Procedures and Responsibilities Exhibit F Form of Amended Mortgage and Security Agreement Exhibit G Form of Amended Declaration of Restrictive Covenants Exhibit H Form of Amended Rent Regulatory Agreement Exhibit I Signage Requirements Exhibit J Construction Insurance Requirements Exhibit K No Finder's Fee Affidavit Exhibit L Anti -Human Trafficking Affidavit Schedule A Schedule of Permitted Financing Page 32 of 36 12.11 WAIVER OF JURY TRIAL. Neither the Project Sponsor, 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 Project Sponsor, 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 Amended Agreement, or the dealings or the relationship between or among such persons or entities, or any of them. Neither the Project Sponsor, 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 exception. Neither party to this Amended 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 Amended Agreement shall be construed and enforced pursuant to the laws of the State of Florida, excluding all principles of choice of laws, conflict of laws and comity. Any action pursuant to a dispute under this Agreement must be brought in Miami -Dade County and no other venue. All meetings to resolve said dispute, including voluntary arbitration, mediation, or other alternative dispute resolution mechanism, will take place in this venue. The parties both waive any defense that venue in Miami -Dade County is not convenient. 12.13 HCLC AWARD MEMORANDA. The award memoranda and decisions of the HCLC dated July 30, 2021 ("Award Memoranda") are hereby incorporated by reference. To the extent of any conflict between the Award Memoranda and the Amended Loan Documents and when interpreting the intent of the Amended 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 Amended 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 Amended Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Amended 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 Amended 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 Project Sponsor is liable to secure the requisite funding to cover the additional expense within 60 days before the Project's construction commences, then the City is permitted to recommend to HCLC that the Bond Funds should be de --obligated for this Project. 12.16 TENANT LOTTERY. The selection of eligible tenants to occupy the Bond Assisted Units shall be from the results of a tenant lottery, which shall be conducted with a representative of the City of Miami present. In addition, the Project Sponsors and the Bond Assisted Units shall comply with the requirements of the City of Miami Ordinance #13645 regarding Resident Preference. 12.17 COSTS INCLUDING ATTORNEY'S FEES. The Project Sponsor 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 Amended Agreement and all related documents and any other documents which may be delivered in connection with this Amended 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 Page 33 of 36 this Amended Agreement and such other documents as may be delivered in connection herewith. In addition, the Project Sponsor 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 Amended 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 Amended Agreement, each party shall be responsible for its own attorney's fees, costs, charges, and expenses through the conclusion of all appellate proceedings, and including any final settlement or judgment. 12.18 The Borrower's obligations pursuant to this Amended Agreement shall be binding upon and inure to the respective heirs, personal and legal representatives, trustees and successors and assigns of the parties hereto, including each and every such party's past and present parent, subsidiary, affiliate or predecessor entities, any and all entities by which or under a name by which any party has been known or has done business, and any and all of his, hers, its and/or their respective past and present officers, commissioners, directors, principals, trustees, administrators, agents, attorneys, accountants, insurers, reinsurers, servants, employees, shareholders, members, managers, partners, heirs, and representatives. 12.19 Any references to federal regulations and programs in this Amended 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 Amended Agreement requires the Project Sponsor to comply with referenced federal regulations and programs, the City and the Project Sponsor 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 Project Sponsor specifically acknowledges and agrees to comply with City of Miami Ordinance No. 13491, § 2-415. 12.21 The parties hereto agree that the Loan is non -recourse except that the exceptions to non - course applicable to any Permitted Senior Financing shall also apply to this Loan. (Remainder of page left Blank) [Signatures on Following Pages] Page 34 of 36 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their undersigned officials as duly authorized. PROJECT SPONSOR: 8TH Street Pr s e 'es, LLC, a Florida limited liability co By: Name: Nuri Title: Mana- P(1)6/ L'S • Date: ACKNOWLEDGMENT STATE OF FLORIDA } } COUNTY OF MIAMI-DADE } This foregoinstrument was acknowledged before me by means of 1/ physical presence or online notarization this day of J vl , 2025, b Nuri Dorra, as Manager, of 8th Street Properties, LLC, a Florida limited liability company, who is ersonally known to r has produced as identification. Notary Public, State of Florida at large Page 35 of 36 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by the undersigned official as duly authorized: ATTEST: APPROVED AS TO INSURANCE REQUIREMENTS: David Ruiz Interim Director, Risk Management APPROVED AS TO DEPARTMENT ENTS: By: Victor T. Turner Director of the Department of Housing and Community Development CITY CITY OF MIAMT, a municipal corporation of the State of Florida By: �?�� Lehi/ cg. Arthur Noriega, V, City Manager APPROVED AS TO FORM AND CORRECTNESS: George . Wysong III City Attorney 10 -32 v► Page 36 of 36 Exhibit A LEGAL DESCRIPTION: PARCEL A THE SOUTH 35 FEET OF LOTS 2 AND 3, LOT 10 AND 11, LESS THE SOUTH 10 FEET THEREOF, IN BLOCK R, OF "RIVERVIEW MRS. MARY BRICKELL SUBDIVISION" AS RECORDED IN PLAT BOOK 5 AT PAGE 43, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA. PARCEL B THE WEST 'A OF LOT 12, LESS THE SOUTH 10 FEET THEREOF, ALL IN BLOCK R, OF "RIVERVIEW MRS. MARY BRICKELL SUBDIVISION" AS RECORDED IN PLAT BOOK 5 AT PAGE 43, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA. PARCEL C THE EAST 'A OF LOT 12, LESS THE EAST 6.35 OF THE SOUTH 74.88 FEET, AND LESS THE SOUTH 10 FEET THEREOF, IN BLOCK R, OF "RIVERVIEW MRS. MARY BRICKELL SUBDIVISION" AS RECORDED IN PLAT BOOK 5 AT PAGE 43, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA. Exhibit B Scope of Work/Project Schedule ID Active 1 Yes 2 Yes 3 Yes 4 Yes 5 Yes 6 Yes 7 Yes 8 Yes 9 Yes 10 Yes 11 Yes 12 Yes 13 Yes 14 Yes 15 Yes 16 Yes 17 Yes 18 Yes 19 Yes 20 Yes 21 Yes 22 Yes 23 Yes 24 Yes 25 Yes 26 Yes 27 Yes 28 Yes 29 Yes 30 Yes 31 Yes 32 Yes 33 Yes 34 Yes 35 Yes 36 Yes 37 Yes 38 Yes 39 Yes 40 Yes 41 Yes 42 Yes 43 Yes 44 Yes 45 Yes 46 Yes Task Mode Auto Scheduled Manually Scheduled Auto Scheduled Auto Scheduled Auto Scheduled Auto Scheduled Manually Scheduled Auto Scheduled Auto Scheduled Auto Scheduled Auto Scheduled Manually Scheduled Auto Scheduled Auto Scheduled Auto Scheduled Auto Scheduled Manually Scheduled Auto Scheduled Auto Scheduled Auto Scheduled Auto Scheduled Manually Scheduled Auto Scheduled Auto Scheduled Auto Scheduled Auto Scheduled Manually Scheduled Auto Scheduled Auto Scheduled Auto Scheduled Auto Scheduled Manually Scheduled Auto Scheduled Auto Scheduled Auto Scheduled Auto Scheduled Manually Scheduled Auto Scheduled Auto Scheduled Auto Scheduled Auto Scheduled Manually Scheduled Auto Scheduled Auto Scheduled Auto Scheduled Auto Scheduled Name 849-847-845 SW 8th Street, Miami, FL SITE PREPARATION Mobilization Site Surveying Excavation & Formwork Concrete Pouring SUPERSTRUCTURE CONSTRUCTION Concrete Prep. (First Floor) Structural Framework (First Floor) MEP Installation (First Floor) Concrete Flooring (First Floor) SECOND FLOOR Concrete Prep. (Second Floor) Structural Framework ( Second Floor) MEP Installation (Second Floor) Concrete Flooring (Second Floor) THIRD FLOOR Concrete Prep. (Thiird Floor) Structural Framework (Third Floor) MEP Installation (Third Floor) Concrete Flooring (Third Floor) FOURTH FLOOR Concrete Prep. (Fourth Floor) Structural Framework (Fourth Floor) MEP Installation (Fourth Floor) Concrete Flooring (Fourth Floor) FIFTH FLOOR Concrete Prep. (Fifth Floor) Structural Framework (Fifth Floor) MEP Installation (Fifth Floor) Concrete Flooring (Fifth Floor) SIXTH FLOOR Concrete Prep. (Sixth Floor) Structural Framework (Sixth Floor) MEP Installation (Sixth Floor) Concrete Flooring (Sixth Floor) SEVENTH FLOOR Concrete Prep. (Seventh Floor) Structural Framework (Seventh Floor) MEP Installation (Seventh Floor) Concrete Flooring (Seventh Floor) EIGHTH FLOOR Concrete Prep. (Eighth Floor) Structural Framework (Eighth Floor) MEP Installation (Eighth Floor) Concrete Flooring (Eighth Floor) Duration 391 days 5 days 3 days 22 days 10 days 3 days 14 days 15 days 2 days 3 days 14 days 10 days 2 days 3 days 14 days 10 days 2 days 3 days 14 days 10 days 2 days 3 days 14 days 12 days 2 days 3 days 14 days 12 days 2 days 3 days 14 days 12 days 2 days 3 days 14 days 12 days 2 days 47 Yes Manually Scheduled ROOFING & WATERPROOFING 48 Yes Auto Scheduled Roofing Work & Waterproofing 20 days 49 Yes Manually Scheduled WINDOW INSTALLATION 50 Yes Auto Scheduled First Floor 6 days 51 Yes Auto Scheduled Second Floor 6 days 52 Yes Auto Scheduled Third Floor 6 days 53 Yes Auto Scheduled Fourth Floor 6 days 54 Yes Auto Scheduled Fifth Floor 10 days 55 Yes Auto Scheduled Sixth Floor 10 days 56 Yes Auto Scheduled Seventh Floor 10 days 57 Yes Auto Scheduled Eighth Floor 10 days 58 Yes Manually Scheduled Stucco & Waterproofing Windows 59 Yes Auto Scheduled Stucco 30 days 60 Yes Auto Scheduled Windows Sealant (Caulking) 1 Floor 6 days 61 Yes Auto Scheduled Windows Sealant (Caulking) 2 Floor 6 days 62 Yes Auto Scheduled Windows Sealant (Caulking) 3 Floor 6 days 63 Yes Auto Scheduled Windows Sealant (Caulking) 4 Floor 6 days 64 Yes Auto Scheduled Windows Sealant (Caulking) 5 Floor 7 days 65 Yes Auto Scheduled Windows Sealant (Caulking) 6 Floor .7 days 66 Yes Auto Scheduled Windows Sealant (Caulking) 7 Floor 7 days 67 Yes Auto Scheduled Windows Sealant (Caulking) 8 Floor 7 days 68 Yes Manually Scheduled FRAMING 69 Yes Auto Scheduled Framing First Floor 6 days 70 Yes Auto Scheduled Framing SecondFloor 8 days 71 Yes Auto Scheduled Framing Third Floor 8 days 72 Yes Auto Scheduled Framing Fourth Floor 13 days 73 Yes Auto Scheduled Framing Fifth Floor 15 days 74 Yes Auto Scheduled Framing Sixth Floor 15 days 75 Yes Auto Scheduled Framing Seventh Floor 15 days 76 Yes Auto Scheduled Framing Eighth Floor 15 days 77 Yes Manually Scheduled MEP 78 Yes Auto Scheduled MEP First Floor 6 days 79 Yes Auto Scheduled MEP SecondFloor 6 days 80 . Yes Auto Scheduled MEP Third Floor 10 days 81 Yes Auto Scheduled MEP Fourth Floor 16 days 82 Yes Auto Scheduled MEP Fifth Floor 17 days 83 . Yes Auto Scheduled MEP Sixth Floor 17 days 84 Yes Auto Scheduled MEP Seventh Floor 17 days 85 Yes Auto Scheduled MEP Eighth Floor 17 days 86 Yes Manually Scheduled FINISH 87 Yes Auto Scheduled Finish First Floor 6 days 88 Yes Auto Scheduled Finish SecondFloor 8 days 89 Yes Auto Scheduled Finish Third Floor 8 days 90 Yes Auto Scheduled Finish Fourth Floor 13 days 91 Yes Auto Scheduled Finish Fifth Floor 15 days 92 Yes Auto Scheduled Finish Sixth Floor 15 days 93 Yes Auto Scheduled Finish Seventh Floor 15 days 94 Yes 95 Yes 96 Yes 97 Yes 98 Yes 99 Yes 100 Yes 101 Yes 102 Yes 103 Yes 104 Yes 105 Yes 106 Yes 107 Yes 108 Yes 109 Yes 110 Yes 111 Yes 112 Yes 113 Yes 114 Yes 115 Yes 116 Yes 117 Yes 118 Yes 119 Yes 120 Yes 121 Yes 122 Yes 123 Yes 124 Yes 125 Yes 126 Yes 127 Yes 128 Yes 129 Yes 130 Yes 131 Yes 132 Yes 133 Yes 134 Yes 135 Yes 136 Yes 137 Yes 138 Yes 139 Yes 140 Yes Auto Scheduled Finish Eighth Floor Manually Scheduled DOOR & TILE INSTALLATION Auto Scheduled Auto Scheduled Auto Scheduled Auto Scheduled Auto Scheduled Auto Scheduled Auto Scheduled Auto Scheduled First Floor Second Floor Third Floor Fouth Floor Fifth Floor Sixth Floor Seventh Floor Eighth Floor Manually Scheduled EXTERIOR PAINT Auto Scheduled Exterior Paint Manually Scheduled INTERIOR PAINT Auto Scheduled Auto Scheduled Auto Scheduled Auto Scheduled Auto Scheduled Auto Scheduled Auto Scheduled Auto Scheduled First Floor Second Floor Third Floor Fouth Floor Fifth Floor Sixth Floor Seventh Floor Eighth Floor Manually Scheduled CABINETS & MILLWORK INSTALLATION Auto Scheduled Auto Scheduled Auto Scheduled Auto Scheduled Auto Scheduled Auto Scheduled Auto Scheduled Auto Scheduled First Floor Second Floor Third Floor Fouth Floor Fifth Floor Sixth Floor Seventh Floor Eighth Floor Manually Scheduled COUNTER TOP & SECOND COAT PAINT Auto Scheduled First Floor Auto Scheduled Second Floor Auto Scheduled Third Floor Auto Scheduled Fouth Floor Auto Scheduled Fifth Floor Auto Scheduled Sixth Floor Auto Scheduled Seventh Floor Auto Scheduled Eighth Floor Manually Scheduled APPLIANCES INSTALLATION Auto Scheduled Second Floor Auto Scheduled Third Floor Auto Scheduled Fouth Floor Auto Scheduled Fifth Floor Auto Scheduled Sixth Floor Auto Scheduled Seventh Floor Auto Scheduled Eighth Floor 15 days 5 days 5 days 13 days 13 days 24 days 24 days 24 days 24 days 30 days 6 days 6 days 6 days 12 days 15 days 15 days 15 days 15 days 2 days 3 days 3 days 5 days 6 days 6 days 6 days 6 days 2 days 5 days 5 days 6 days 9 days 9 days 9 days 9 days 1 day 1 day 4 days 4 days 4 days 4 days 4 days sAep 9 sAep 0 sAep 9 sAep 9 sAep 9 sAep 9 sAep s sAep 17 sAep t sAep ti sAep L sAep L sAep L sAep L sAep 9 sAep s sAep 17 sAep 8 Jool3 y10i3 0l ls_!d palnpayas o}ny saA 091 83AO0NVH 103fO11d'8 OD Palfpaq s AllenueW saA 6ST _oold 4n.y8i3 Palnpoq s omd saA 8ST _mold ynuanas palnpanos o}ny saA LSI _mold 1.11.X!S PalnPayJS my saA 9ST _mold yild Palnpanos mkt sale SST _mold (mod Palnpagas m}ny sal`, 1ST _mold p_!41 palnpayas °Inb' saA EST _oold pumas pompanos oIn ' saA ZSI _mold ls_!d palnpayaS olny saA -EST SNO1103dSNI 1VNId palnpayaS Allenuew saA 0ST _mold yN8i3 PalnpayaS °Inv saA 61T _mold ynuanas pompanos ouy saA 8171 _mold ylX!S palnpayas oIny saA LtiK _mold gild PalnPaPPS 0Iny saA 91T _mold y}nmd Palnpayos o}ny saA S1T _mold P_!yl palnpayas 0lny saA 11T _mold puoaas pompanos olny saA EVE _mold Is_!d palnpayas °Inv saA ZVT 1SI1 HDNfld palnpayaS Allenuew saA IV' Start August 15, 2025 8:00 AM August 15, 2025 8:00 AM August 15, 2025 8:00 AM August 20, 2025 8:00 AM September 19, 2025 8:00 AM October 3, 2025 8:00 AM October 8, 2025 8:00 AM October 28, 2025 8:00 AM November 18, 2025 8:00 AM November 20, 2025 8:00 AM November 25, 2025 8:00 AM December 15, 2025 8:00 AM December 29, 2025 8:00 AM December 31, 2025 8:00 AM January 5, 2026 8:00 AM January 23, 2026 8:00 AM February 6, 2026 8:00 AM February 10, 2026 8:00 AM February 13, 2026 8:00 AM March 5, 2026 8:00 AM March 19, 2026 8:00 AM March 23, 2026 8:00 AM March 26, 2026 8:00 AM April 15, 2026 8:00 AM May 1, 2026 8:00 AM May 5, 2026 8:00 AM May 8, 2026 8:00 AM May 28, 2026 8:00 AM June 15, 2026 8:00 AM June 17, 2026 8:00 AM June 22, 2026 8:00 AM July 10, 2026 8:00 AM July 28, 2026 8:00 AM July 30, 2026 8:00 AM August 4, 2026 8:00 AM August 24, 2026 8:00 AM September 9, 2026 8:00 AM Finish February 12, 2027 5:00 PM August 21, 2025 5:00 PM August 19, 2025 5:00 PM September 18, 2025 5:00 PM October 2, 2025 5:00 PM October 7, 2025 5:00 PM October 27, 2025 5:00 PM November 17, 2025 5:00 PM November 19, 2025 5:00 PM November 24, 2025 5:00 PM December 12, 2025 5:00 PM December 26, 2025 5:00 PM December 30, 2025 5:00 PM January 2, 2026 5:00 PM January 22, 2026 5:00 PM February 5, 2026 5:00 PM February 9, 2026 5:00 PM February 12, 2026 5:00 PM March 4, 2026 5:00 PM March 18, 2026 5:00 PM March 20, 2026 5:00 PM March 25, 2026 5:00 PM April 14, 2026 5:00 PM April 30, 2026 5:00 PM May 4, 2026 5:00 PM May 7, 2026 5:00 PM May 27, 2026 5:00 PM June 12, 2026 5:00 PM June 16, 2026 5:00 PM June 19, 2026 5:00 PM July 9, 2026 5:00 PM July 27, 2026 5:00 PM July 29, 2026 5:00 PM August 3, 2026 5:00 PM August 21, 2026 5:00 PM September 8, 2026 5:00 PM September 10, 2026 5:00 PM Predecessors Outline LeN, Notes 1 1 1 1 4 1 5 1 1 6 1 8 1 9 1 10 1 1 11 1 13 1 14 1 15 1 1 16 1 18 1 19 1 20 1 1 21 1 23 1 24 1 25 1 1 26 1 28 1 29 1 30 1 1 31 1 33 1 34 1 35 1 1 36 1 38 1 39 1 40 1 1 41 1 43 1 44 1 45 1 September 11, 2026 8:00 AM June 15, 2026 8:00 AM June 23, 2026 8:00 AM July 1, 2026 8:00 AM July 9, 2026 8:00 AM July 17, 2026 8:00 AM July 31, 2026 8:00 AM August 14, 2026 8:00 AM August 28, 2026 8:00 AM September 11, 2026 8:00 AM July 9, 2026 8:00 AM July 17, 2026 8:00 AM July 27, 2026 8:00 AM August 4, 2026 8:00 AM August 12, 2026 8:00 AM August 21, 2026 8:00 AM September 1, 2026 8:00 AM September 10, 2026 8:00 AM May 5, 2026 8:00 AM May 13, 2026 8:00 AM May 25, 2026 8:00 AM June 4, 2026 8:00 AM June 23, 2026 8:00 AM July 14, 2026 8:00 AM August 4, 2026 8:00 AM August 25, 2026 8:00 AM May 13, 2026 8:00 AM May 25, 2026 8:00 AM June 4, 2026 8:00 AM June 23, 2026 8:00 AM July 14, 2026 8:00 AM August 4, 2026 8:00 AM August 25, 2026 8:00 AM September 15, 2026 8:00 AM May 21, 2026 8:00 AM June 2, 2026 8:00 AM June 18, 2026 8:00 AM July 15, 2026 8:00 AM August 6, 2026 8:00 AM August 27, 2026 8:00 AM September 17, 2026 8:00 AM October 8, 2026 5:00 PM June 22, 2026 5:00 PM June 30, 2026 5:00 PM July 8, 2026 5:00 PM July 16, 2026 5:00 PM July 30, 2026 5:00 PM August 13, 2026 5:00 PM August 27, 2026 5:00 PM September 10, 2026 5:00 PM October 22, 2026 5:00 PM July 16, 2026 5:00 PM July 24, 2026 5:00 PM August 3, 2026 5:00 PM August 11, 2026 5:00 PM August 20, 2026 5:00 PM August 31, 2026 5:00 PM September 9, 2026 5:00 PM September 18, 2026 5:00 PM May 12, 2026 5:00 PM May 22, 2026 5:00 PM June 3, 2026 5:00 PM June 22, 2026 5:00 PM July 13, 2026 5:00 PM August 3, 2026 5:00 PM August 24, 2026 5:00 PM September 14, 2026 5:00 PM May 20, 2026 5:00 PM June 1, 2026 5:00 PM June 17, 2026 5:00 PM July 14, 2026 5:00 PM August 5, 2026 5:00 PM August 26, 2026 5:00 PM September 16, 2026 5:00 PM October 7, 2026 5:00 PM May 28, 2026 5:00 PM June 11, 2026 5:00 PM June 29, 2026 5:00 PM July 31, 2026 5:00 PM August 26, 2026 5:00 PM September 16, 2026 5:00 PM October 7, 2026 5:00 PM 1 46 1 1 35 1 50 1 51 1 52 1 53 1 54 1 55 1 56 1 1 57 1 52 1 60 1 61 1 62 1 63 1 64 1 65 1 66 1 1 31 1 69 1 70 1 71 1 72 1 73 1 74 1 75 1 1 69 1 70 1 71 1 72 1 73 1 74 1 75 1 76 1 1 78 1 79 1 80 1 81 1 82 1 83 1 84 1 October 8, 2026 8:00 AM October 28, 2026 5:00 PM May 29, 2026 8:00 AM June 12, 2026 8:00 AM June 30, 2026 8:00 AM August 3, 2026 8:00 AM August 27, 2026 8:00 AM September 17, 2026 8:00 AM October 8, 2026 8:00 AM October 29, 2026 8:00 AM October 23, 2026 8:00 AM June 5, 2026 8:00 AM June 19, 2026 8:00 AM July 17, 2026 8:00 AM August 20, 2026 8:00 AM September 30, 2026 8:00 AM October 21, 2026 8:00 AM November 11, 2026 8:00 AM December 2, 2026 8:00 AM June 15, 2026 8:00 AM June 29, 2026 8:00 AM July 27, 2026 8:00 AM September 7, 2026 8:00 AM October 21, 2026 8:00 AM November 11, 2026 8:00 AM December 2, 2026 8:00 AM December 23, 2026 8:00 AM June 17, 2026 8:00 AM July 2, 2026 8:00 AM July 30, 2026 8:00 AM September 14, 2026 8:00 AM October 29, 2026 8:00 AM November 19, 2026 8:00 AM December 10, 2026 8:00 AM December 31, 2026 8:00 AM July 9, 2026 8:00 AM August 6, 2026 8:00 AM September 22, 2026 8:00 AM November 11, 2026 8:00 AM December 2, 2026 8:00 AM December 23, 2026 8:00 AM January 13, 2027 8:00 AM June 4, 2026 5:00 PM June 18, 2026 5:00 PM July 16, 2026 5:00 PM August 19, 2026 5:00 PM September 29, 2026 5:00 PM October 20, 2026 5:00 PM November 10, 2026 5:00 PM December 1, 2026 5:00 PM December 3, 2026 5:00 PM June 12, 2026 5:00 PM June 26, 2026 5:00 PM July 24, 2026 5:00 PM September 4, 2026 5:00 PM October 20, 2026 5:00 PM November 10, 2026 5:00 PM December 1, 2026 5:00 PM December 22, 2026 5:00 PM June 16, 2026 5:00 PM July 1, 2026 5:00 PM July 29, 2026 5:00 PM September 11, 2026 5:00 PM October 28, 2026 5:00 PM November 18, 2026 5:00 PM December 9, 2026 5:00 PM December 30, 2026 5:00 PM June 18, 2026 5:00 PM July 8, 2026 5:00 PM August 5, 2026 5:00 PM September 21, 2026 5:00 PM November 10, 2026 5:00 PM December 1, 2026 5:00 PM December 22, 2026 5:00 PM January 12, 2027 5:00 PM July 9, 2026 5:00 PM August 6, 2026 5:00 PM September 25, 2026 5:00 PM November 16, 2026 5:00 PM December 7, 2026 5:00 PM December 28, 2026 5:00 PM January 18, 2027 5:00 PM 85 1 1 87 1 88 1 89 1 90 1 91 1 92 1 93 1 94 1 1 59 1 1 96 1 97 1 98 1 99 1 100 1 101 1 102 1 103 1 1 107 1 108 1 109 1 110 1 111 1 112 1 113 1 114 1 1 116 1 117 1 118 1 119 1 120 1 121 1 122 1 123 1 1 126 1 127 1 128 1 129 1 130 1 131 1 132 1 July 10, 2026 8:00 AM July 10, 2026 8:00 AM August 7, 2026 8:00 AM September 28, 2026 8:00 AM November 17, 2026 8:00 AM December 8, 2026 8:00 AM December 29, 2026 8:00 AM January 19, 2027 8:00 AM July 15, 2026 8:00 AM July 16, 2026 8:00 AM August 14, 2026 8:00 AM October 6, 2026 8:00 AM November 26, 2026 8:00 AM December 17, 2026 8:00 AM January 7, 2027 8:00 AM January 28, 2027 8:00 AM February 5, 2027 8:00 AM July 14, 2026 5:00 PM July 15, 2026 5:00 PM August 13, 2026 5:00 PM October 5, 2026 5:00 PM November 25, 2026 5:00 PM December 16, 2026 5:00 PM January 6, 2027 5:00 PM January 27, 2027 5:00 PM July 20, 2026 5:00 PM July 21, 2026 5:00 PM August 19, 2026 5:00 PM October 12, 2026 5:00 PM December 3, 2026 5:00 PM December 24, 2026 5:00 PM January 14, 2027 5:00 PM February 4, 2027 5:00 PM February 12, 2027 5:00 PM 1 134 1 134 1 135 1 136 1 137 1 138 1 139 1 140 1 1 142 1 143 1 144 1 145 1 146 1 147 1 148 1 149 1 1 158 1 Exhibit C Budget Applicant: 8 th Street Properties LLC Project: Essence MIA Cost Allocation GOB City of GOB City of Green Loan TOTAL % Surtax Miami Miami Ocean Bank Group Self Source Deferred Pay In full Land Acquisition ( Paid in full) $4,000,000 10.45% $4,000,000 Hard Costs Hard Cost (Including Site Work) Performance Bond Contigency (5% of hard cost)) General Contractor Overhead and Profit Fee (3%) Total Construction Costs $26,920,000 91.55% ' $2,000,000 $4,990,000 $7,000,000 $10,700,000 $2,230,000 $0 $330,000 1.12% $330,000 $0 $1,346,000 4.58% $1,346,000 $0 $807,600 2.75% $807,600 $0 $29,403,600 100% $2,000,000 $4,990,000 $7,000,000 $10,700,000 $4,713,600 $0 $0 Soft Costs Arch Design, Civil Engineering $530,000 10.87% $530,000 $0 Permit Fees & Impact Fees $440,000 1.15% $138,400 $301,600 $0 Appraisals Surveys $40,000 0.10% $40,000 $0 Loan Closing /Financing Fees $458,000 9.39% $458,000 $0 Interest /Carrying Costs $2,000,000 41.00% $2,000,000 $0 Taxes/Insurance $250,000 5.13% $250,000 $0 For use by City: City Incurred Costs $10,000 0.21% $10,000 $0 Developer Fee & Overhead (4.67% Of Hard Cost) $1,150,000 23.58% $1,150,000 Total Soft Costs $4,878,000 90.26% $O $10,000 $O $2,000,000 $886,400 $831,600 $1,150,000 $0 Total Development Cost $38,281,600 $2,000,000 $5,000,000 $7,000,000 $12,700,000 $5,600,000 $831,600 $1,150,000 $4,000,000 Percent of City Funding to TDC 100.00% 5.22% 13.06% 18.29% 33.18% 14.63% 2.17% 3.00% 10% Total Units 88 Number of City Units 88 Percent of City Units to Total Units 100.00% City Subsidy Per Assisted Unit $136,364 Exhibit D Form of Amended 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://oortal.hud.aov/hudportal/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.12131/2016) 1a. Project Name & Address (including City, County, State & Zip Code) Essence MIA 829, 845, 847 SW 8th Street 1b. Project Contract Number lc. No. of Units 1 d. Census Tract 88 66.02 1e. Housing/Expanded Housing Market Area Housing Market Area: Expanded Housing Market Area: If. Managing Agent Name, Address (including City, County, State & Zip Code), Telephone Number & Email Address 8TH STREET PROPERTIES, LLC 16426 NE 32 Avenue Miami, FL 33160, 786-234-1461, n.dorra@mabrukusa.com lg. Application/Owner/Developer Name, Address (including City, County, State & Zip Code), Telephone Number & Email Address 8TH STREET PROPERTIES, LLC, 16426 NE 32 Avenue Miami, FL 33160, 786-234-1461, n.dorra@mabrukusa.com lh. Entity Responsible for Marketing (check all that apply) ❑✓ Owner 1=1 Agent Other (specify) Position, Name (if known), Address ( including City, County, State & Zip Code), Telephone Number & Email Address 16426 NE 32 Avenue Miami, FL 33160 li. 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. 8TH STREET PROPERTIES, LLC, 16426 NE 32 Avenue Miami, FL 33160, 786-234-1461, n.dorra@mabrukusa.com 2a. Affirmative Fair Housing Marketing Plan Plan Type Reason(s) for current update: Initial Plan Date of the First Approved AFHMP: 2b. HUD -Approved Occupancy of the Project (check all that apply) El Elderly El Family Ei Mixed (Elderly/Disabled) Disabled 2c. Date of Initial Occupancy 2d. Advertising Start Date Advertising must begin at !east 90 days prior to initial or renewed occupancy for new construction and substantial rehabilitation projects. Date advertising began or will begin For existing projects, select below the reason advertising will be used: To fill existing unit vacancies To place applicants on a waiting list El (which currently has _ individuals) To reopen a closed waiting list 11 (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 submitWorksheet 1. 3b. Targeted Marketing Activity Based on your completed Worksheet 1, indicate which demographic groups) in the housing market area is/are least likely to apply for the housing without special outreach efforts. (check all that apply) ❑ White ❑ American Indian orAlaska Native ❑Asian ❑ Native Hawaiian or Other Pacific Islander ❑ Hispanic or Latino ❑Families with Children ❑Other ethnic group, religion, etc. (specify) ❑ Black or African American ❑ Persons with Disabilities 4a. Residency Preference Is the owner requesting a residency preference? If yes, complete questions 1 through 5. If no, proceed to Block 4b. (1) Type New Yes (2) is the residency preference area: The same as the AFHMP housing/expanded housing market area as identified in Block le? Please Select Yes or No The same as the residency preference area of the local PHA in whose jurisdiction the project is located? (3) What is the geographic area for the residency preference? Please Select Yes or No City of Miami (4) What is the reason for having a residency preference? The covenant with the City of Miami states that priority should be given to City of Miami Residents and essential workers within the City of Miami (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)? n/a Complete and submit Worksheet 2 when requesting a residency preference (see also 24 CFR 5.655(c)(1)) for residency preference requirements. The requirements in 24 CFR 5.655(c)(1) will be used by HUD as guidelines for evaluating residency preferences consistent with the applicable HUD program requirements. See also HUD Occupancy Handbook (4350.3) Chapter 4, Section 4.6 for additional guidance on preferences. 4b. Proposed Marketing Activities: Community Contacts Complete and submit Worksheet 3 to describe your use of community contacts to market the project to those least likely to apply. 4c. Proposed Marketing Activities: Methods of Advertising Complete and submit Worksheet 4 to describe your proposed methods of advertising that will be used to market to those least likely to apply. Attach copies of advertisements, radio and television scripts, Internet advertisements, websites, and brochures, etc. Previous editions are obsolete Page 2 of 8 Form HUD-935.2A (12/2011) 5a. Fair Housing Poster The Fair Housing Poster must be prominently displayed in all offices in which sale or rental activity takes place (24 CFR 200.620(e)). Check below all locations where the Poster will be displayed. Q✓ Rental Office ID Real Estate Office 0 Model Unit El Other (specify) 5b. Affirmative Fair Housing Marketing Plan The AFHMP must be available for public inspection at the sales or rental office (24 CFR 200.625). Check below all locations where the AFHMP will be made available. Q Rental Office 0 Real Estate Office El Model Unit 0 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. El Rental Office EIReal Estate Office El Model Unit El Entrance to Project ❑ Other (specify) The size of the Project Site Sign will be 24 x 36 The Equal Housing Opportunity logo or slogan or statement will be 12 18 6. Evaluation of Marketing Activities Explain the evaluation process you will use to determine whether your marketing activities have been successful in attracting individuals least likely to apply, how often you will make this determination, and how you will make decisions about future marketing based on the evaluation process. Determination of the effectiveness of the marketing activities will be done every +/- 90 days. By evaluating the percentages of applicants, we can clearly see if our efforts has been effective. This constant evaluation will allow us to better reach those who are under represented in the project. 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? TBD 7b. Staff Training and Assessment: AFHMP (1) Has staff been trained on the AFHMP? No' (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? (4) Do you periodically assess staff skills on the use of the AFHMP and the application of the Fair Housing Act? INo Please Select Yes or No (5) f yes, how and how often? 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? (2) What staff positions are/will be responsible for tenant selection? 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. Staffing is TBD, once closer to project completion- we will ensure to provide all necessary training for the appropriate staff member (s) Previous editions are obsolete Page4of8 Form HUD-935.2A (12/2011) 8. Additional Considerations Is there anything else you would like to tell us about your AFHMP to help ensure that your program is marketed to those least likely to apply for housing in your project? Please attach additional sheets, as needed. 9. Review and Update. By signing this form, the applicant/respondent agrees to implement its AFHMP, and to review and update its AFHMP in accordance with the instructions to item 9 of this form in order to ensure continued compliance with HUD's Affirmative Fair Housing rketing Re lations (see 24 CFR Part 200, SubpartM). I hereby certify that all the information stated herein, as well ny informa i n provided in the accompsoin ent herewith, is true and accurate. Warning: HUD will prosecute false clm and state rte ts. Conviction mays'ult in criminal and/or civil penalties. (See 18 U.S.C. 1001,1010, 1012; 31 U.S.Q. 37 9, 3802).. Signat Name (type or print) Ian & Date of S$bmi son (mm/dd/yyyy) Ni)l'A9P Title & Name of Company (eel For HUD -Office of Housing Use Only Reviewing Official: For HUD -Office of Fair Housing and Equal Opportunity Use Only ElApproval Disapproval Signature & Date (mm/dd/yyyy) Signature & Date (mm/dd/yyyy) Name (type or print) Title Name (type print) Title Previous editions are obsolete Page 5 of 8 Form HUD-935.2A (12/2011) Public reporting burden for this collection of information is estimated to average six (6) hours per initial response, and four (4) hours for updated plans, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. This agency may not collect thls 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, 1 h, and 1 i are self- explanatory. Block 1 d- Respondents may obtain the Census tract number from the U.S. Census Bureau (htta:/ffactfinder2.census.r ov/main.html) when completing Worksheet One. Block 1e- Respondents should identify both the housing market area and the expanded housing market area for their multifamily housing projects. Use abbreviations if necessary. A housing market area is the area from which a multifamily housing project owner/agent may reasonably expect to draw a substantial number of its tenants. This could be a county or Metropolitan Division. The U.S. Census Bureau provides a range of levels to draw from. An expanded housing market area is a larger geographic area, such as a Metropolitan Division or a Metropolitan Statistical Area, which may provide additional demographic diversity in terms of race, color, national origin, religion, sex, familial status, or disability. Block if- The applicant should complete this block only if a Managing Agent (the agent cannot be the applicant) is implementing the AFHMP. Part 2:'•Type of AFHMP Block 2a- Respondents should indicate the status of the AFHMP, i.e., initial or updated, as well as the date of the first approved AFHMP. Respondents should also provide the reason (s) for the current update, whether the update is based on the five-year review or due to significant changes in project or local demographics (See instructions for Part 9). Block 2b- Respondents should identify all groups HUD has approved for occupancy in the subject project, in accordance with the contract, grant, etc. Block 2c- Respondents should specify the date the project was/will be first occupied. Block 2d- For new construction and substantial rehabilitation projects, advertising must begin at least 90 days prior to initial occupancy. In the case of existing projects, respondents should indicate whether the advertising will be used to fill existing vacancies, to place individuals on the projects waiting list, or to re -open a closed waiting list. Please indicate how many people are on the waiting list when advertising begins. Previous editions are obsolete Page 6 of 8 Form HUD 935.2A (12/2011) Part 3 Demographics and Marketing Area. "Least likely to apply" means that there is an identifiable presence of a specific demographic group in the housing market area, but members of that group are not likely to apply for the housing without targeted outreach, including marketing materials in other languages for limited English proficient individuals, and altemative formats for persons with disabilities. Reasons for not applying may include, but are not limited to, insufficient information about housing opportunities, language barriers, or transportation impediments. Block 3a - Using Worksheet 1, the respondent should indicate the demographic composition of the 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 7 of 8 Form HUD-935.2A (12/2011) Part 6 - Evaluation of Marketing Activities. Respondents should explain the evaluation process to be used to determine if they have been successful in attracting those individuals identified as least likely to apply. Respondents should also explain how they will make decisions about future marketing activities based on the evaluations. Part 7- Marketing Staff and Training. Block 7a -Respondents should identify staff positions that are/will be responsible for affirmative marketing. Block 7b - Respondents should indicate whether staff has been trained on the AFHMP and Fair Housing Act. Please indicate who provides the training and how frequently. In addition, respondents should specify whether they periodically assess staff members' skills in using the AFHMP and in applying the Fair Housing Act. They should state how often they assess employee skills and how they conduct the assessment. Block 7c - Respondents should indicate whether staff has been trained on tenant selection in accordance with the project's occupancy policy, including residency preferences (if any). Respondents should also identify those staff positions that are/will be responsible for tenant selection. Block 7d - Respondents should include copies of any written materials related to staff training, and identify the dates of past and anticipated training. Part 8 - Additional Considerations. Respondents should describe their efforts not previously mentioned that were/are planned to attract those individuals least likely to apply for the subject housing. Previous editions are obsolete Part 9 - Review and Update. By signing the respondent assumes responsibility for implementing the AFHMP. Respondents must review their AFHMP every five years or when the local Community Development jurisdiction's Consolidated Plan is updated, or when there are significant changes in the demographics of the project or the local housing market area. When reviewing the plan, the respondent should 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. Page 8 of Form HUD-935.2A (12/2011) Worksheet 1: Determining Demographic Groups Least Likely to Apply for Housing Opportunities (See AFHMP, Block 3b) In the respective columns below, indicate the percentage of demographic groups among the project's residents, current project applicant data, census tract, housing market area, and expanded housing market area (See Instructions to Block 1 e). 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 % Black or African American r a % Hispanic or Latino 1 % Asian T^ % American Indian or Alaskan Native % Native Hawaiian or Pacific Islander %Persons with Disabilities % Families with Children under the age of 18 Other (specify) Worksheet 2: Establishing a Residency Preference Area (See AFHMP, Block 4a) Complete this Worksheet if you wish to continue, revise, or add a residency preference, which is a preference for admission of persons who reside or work in a specified geographic area (see 24 CFR 5.655(c)(1)(ii)). If a residency preference is utilized, the preference must be in accordance with the non-discrimination and equal opportunity requirements contained in 24 CFR 5.105(a). This Worksheet will help show how the percentage of the population in the residency preference area compares to the demographics of the project 's residents, applicant data, census tract, housing market area, and expanded housing market area. Please attach a map clearly delineating the residency preference geographical area. Demographic Characteristics Project's Residents (as determined in Worksheet 1) Project's Applicant Data (as determined an Worksheet 1) Census Tract (as determined in Worksheet 1) Housing Market Area (as determined in Worksheet 1) Expanded Housing Market Area (as determined in Worksheet 1) Residency Preference Area (if applicable) % White • % Black or African American % Hispanic or Latino % Asian % American Indian or Alaskan Native % Native Hawaiian or Pacific Islander % Persons with Disabilities % Families with Children under the age of 18 Other (specify) Worksheet 3: Proposed Marketing Activities —Community Contacts (See AFHMP, Block 4b) For each targeted marketing population designated as 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. Worksheet 4: Proposed Marketing Activities — Methods of Advertising (See AFHMP, Block 4c) Complete the following table by identifying your targeted marketing population(s), as indicated in Block 3b, as well as the methods of advertising that will be used to market to that population. For each targeted population, state the means of advertising that you will use as applicable to that group and the reason for choosing this media. In each block, in addition to specifying the media that will be used (e.g., name of newspaper, television station, website, location of bulletin board, etc.) state any language(s) in which the material will be provided, identify any alternative format(s) to be used (e.g. Braille, large print, etc.), and specify the logo(s) (as well as size) that will appear on the various materials. Attach additional pages, if necessary, for further explanation. Please attach a copy of the advertising or marketing material. Targeted Population(s)—. Methods of Advertising 1 Targeted Population: Targeted Population: Targeted Population: Newspaper(s) Radio Station(s) TV Station(s) Electronic Media Bulletin Boards 1 Brochures, Notices, Flyers Other (specify) Exhibit F Form of Amended Mortgage and Security Agreement Exhibit G Form of Amended Declaration of Restrictive Covenants Exhibit H Form of Amended Rent Regulatory Agreement 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 Ralph "Rafael" Rosado 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 This Project is located in District X represented by City of Miami Commissioner Commissioner XX Exhibit J Insurance Requirements INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE - CONSTRUCTION REQUIREMENTS MFB LOAN AGREEMENTS I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $1,000,000 B. Endorsements Required City of Miami listed as an additional insured Contingent and Contractual Liability Premises and Operations Liability Explosion, Collapse and Underground Hazard Primary Insurance Clause Endorsement I. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident $1,000,000 B. Endorsements Required City of Miami listed as an additional insured lll. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation Employer's Liability A. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit IV. Umbrella Policy (Excess Follow Form) A. Limits of Liability Bodily Injury and Property Damage Liability $2,000,000 Each Occurrence $2,000,000 Aggregate City of Miami listed as an additional insured. Coverage is excess follow form over the general liability and auto policies. V. Payment and Performance Bond City of Miami listed as an Obligee VI. Builders' Risk $TBD Causes of Loss: All Risk -Specific Coverage Project Location Valuation: Replacement Cost Deductible: $10,000 All other Perils 5% maximum on Wind/Hail and Flood City of Miami listed as loss payees 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 insurmlce 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 AM. 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 Certificate of Compliance with Fla. Stat. §212.38 The undersigned and as and , respectively of 81' Street Properties, LLC ("Developer") hereby certify to the City of Miami, Florida ("City" and "Lender") that: 1. The City has received a final judgement order validating its multiple series of Miami Forever Capital Programs Bonds ("Bonds"). The projects to be financed by the Bonds will be undertaken by the City to, among other things, reduce flooding risks, to improve stormwater infrastructure, to improve affordable housing, economic development, parks, cultural facilities, streets, and infrastructure and to enhance public safety within the City's limits. 2. From the Bonds funds, the City as Lender will loan Twelve Million Dollars ($12,000,000.00) to the Developer to fund the construction and completion of 88 units of affordable housing to be located at 845 SW 81' Street, Miami, Florida 33130 ("Project"). 3. To the best of our knowledge, no finder's fees have been paid in connection with the Miami Forever Capital Programs for the Essence Miami Project receiving funding from the Bonds in compliance with Florida Statute §218.386, Florida Statutes. Said section states "no underwriter, commercial bank, investment banker, financial consultant, or adviser shall pay any finder any bonus, fee, or gratuity in connection with the sale of general obligation bonds or revenue bonds issued by any unit of local government, unless full disclosure is made to the unit of local government prior to or concurrently with the submission of a purchase proposal for bonds by the underwriter, commercial bank, investment banker, or financial consultant or adviser and subsequently in the official statement or offering circular, if any, detailing the name and address of any finder and the amount of bonus, fee, or gratuity paid to such finder." Willful violation of this section is a felony in the third degree. Print Name: 1. 2. Signature: Title: Date: a6iv5 Schedule A 1. Construction/Permanent loan from the Ocean Bank, as lender, in the original principal sum not exceeding $12,700,000.00.