HomeMy WebLinkAbout25867AGREEMENT INFORMATION
AGREEMENT NUMBER
25867
NAME/TYPE OF AGREEMENT
YAEGER PLAZA PARNTERS, LLC
DESCRIPTION
MIAMI FOREVER BOND LOAN AGREEMENT/1199 NW 62
ST/FILE ID: 17698/R-25-0189/MATTER ID: 25-2563
EFFECTIVE DATE
ATTESTED BY
TODD B. HANNON
ATTESTED DATE
12/11/2025
DATE RECEIVED FROM ISSUING
DEPT.
12/17/2025
NOTE
MIAMI FOREVER BOND LOAN AGREEMENT
FOR YAEGER PLAZA PARTNERS LLC
This Miami Forever Bond Loan Agreement (this "Loan Agreement" or "Agreement") for
Yaeger Plaza is dated as of this day of , 2025, by and between the CITY OF
MIAMI, a municipal corporation of the State of Florida (hereinafter the "City" or "Lender") and
YAEGER PLAZA PARTNERS, LLC, a Florida limited liability company (hereinafter the
"Borrower").
FUNDING SOURCE: MIAMI FOREVER AFFORDABLE HOUSING LIMITED
AD VALOREM BOND FUNDS
AMOUNT: Three Million and 00/100 Dollars ($3,000,000.00)
RESOLUTION:
The City of Miami Housing and Commercial Loan
Committee approvals of July 19, 2023, September 26, 2023,
October 29, 2024, June 25, 2025 and City of Miami
Resolution No. R- 23-0343
PROJECT NAME: Yaeger Plaza
PROJECT TYPE: New Construction of a 8-Story Mixed Use Multifamily
Rental Building
TERM: See Section 1.24
AFFORDABILITY PERIOD: Thirty (30) years commencing on the Closeout of the
Project
ASSISTED UNITS:
IDISNUMBER:
ORACLE NUMBER:
PROPERTY ADDRESS:
Sixty-eight (68) of the Affordable Units shall be GOB -
Assisted Units for eligible individuals and shall be
allocated for Low, Very Low, and Extremely Low Income
households (22% to 80% of AMI)
1199 NW 62 Street, Miami, Florida 33150
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EXHIBITS ATTACHED HERETO AND INCORPORATED HEREIN:
Exhibit A Legal Description
Exhibit B Scope of Work/Project Schedule
Exhibit C Budget
Exhibit D Form of Disbursement Agreement
Exhibit E Affirmative Marketing Procedures and Responsibilities
Exhibit F Form of Mortgage and Security Agreement
Exhibit G Form of Declaration of Restrictive Covenants
Exhibit H Form of Rent Regulatory Agreement
Exhibit I Signage Requirements
Exhibit J Additional Insurance Requirements
Exhibit K Anti -Human Trafficking Affidavit
Schedule A Permitted Senior Financing
RECITALS
WHEREAS, the Borrower is the owner of a long-term leasehold estate in the real property
("Property") described in Exhibit "A." The Borrower is constructing a new affordable housing
project to be known as Yaeger Plaza (the "Project") that will increase the supply of Affordable
rental housing units for Low, Very Low, and Extremely Low income households (ranging from
22% to 80% of AMI), by providing additional affordable rental units.
WHEREAS, on July 19, 2023, as affirmed on September 26, 2023 and October 29, 2024,
and June 25, 2025, the City's Housing and Commercial Loan Committee ("HCLC") approved the
allocation of Miami Forever Affordable Housing Limited Ad Valorem Bond ("Bond") funds in
the amount of Three Million and 00/100 Dollars ($3,000,000.00) for the construction of the
Project; and
WHEREAS, on July 27, 2023, the City Commission adopted Resolution No. R-23-0343
approved the allocation of Bond funds, in accordance with the terms and conditions of the HCLC
Memo, as amended, in the amount of Three Million and 00/100 Dollars ($3,000,000.00) for the
construction of the Project; and
WHEREAS, the City and the Borrower intend and agree that the Bond Funds be subject to
the terms and conditions of this Agreement.
NOW THEREFORE, in consideration of the mutual covenants and obligations herein
contained, and subject to the terms and conditions hereinafter stated, the parties hereto understand
and agree as follows:
ARTICLE I
DEFINITIONS
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The City and the Borrower hereby agree that the capitalized terms used herein shall have
the meanings set forth below unless the context requires otherwise:
1.1 Affordability Period: The affordability period for this Project shall be thirty (30)
years, commencing on the Close -Out of the Project.
1.2 Affordable: A project or unit that satisfies the requirements set forth in
24 CFR Part 92.
1.3 Assisted Unit(s) or Bond
Assisted Unit(s) or City
Assisted Units:
1.4 Bond Documents or
Loan Documents:
Of the Project's total one hundred thirty five (135) units,
sixty-eight (68) units will be Bond Assisted Units. All sixty-
eight (68) Bond Assisted Units shall be allocated for Low
Very Low -Income, or Extremely Low Households. The
payable rents on the Bond Assisted Units are subject to the
Covenant and the Rent Regulatory Agreement. Further
restrictions apply to the Bond Assisted Units as provided in
and this Agreement, the Covenant, the other Loan
Documents and the Legal Requirements, as applicable. The
Bond Assisted Units shall remain Affordable throughout the
Affordability Period.
This Agreement and all other documents that may now or
hereafter evidence or secure the Bond Funds, together with
other documents executed in connection therewith or
presented by the Borrower to the City in connection
therewith or herewith, including but not limited to Exhibits
D, F, G, H, and the Note, and all amendments, extensions
and renewals to any of the foregoing.
1.5 Bond Funds, or, the Loan: The loan in the amount of Three Million and 00/100 Dollars
($3,000,000.00) from the City to the Borrower for Project
construction.
1.6 Bond Program:
1.7 Bond Requirements:
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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
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1.8 Code:
1.9 Covenant:
1.10 Close -Out of the Project
or Project Completion:
1.11 Contract Records:
the City of Miami Commission on February 14, 2019, and
any and all exhibits and amendments thereto, and (iii) the
Miami Forever Bond Validation Final Judgment that was
recorded on December 27, 2019 in Official Records Book
31743 at Page 4365 of the Public Records of Miami -Dade
County, Florida.
The Internal Revenue Code of 1986, as amended, and any
successor statute, as it applies to low income housing credit
dollar amounts, together with all applicable final, temporary
proposed U.S. Treasury Regulations and Revenue Rulings
thereunder.
A Declaration of Restrictive Covenants executed by the
Borrower and to be recorded in the Public Records of
Miami -Dade County, Florida to ensure that all of the Project
units will qualify and remain Affordable during the
Affordability Period.
The date on which the Project has obtained all of the required
certificate(s) of occupancy, all Bond Assisted Units have
been leased to eligible tenants, and HCD has accepted the
Borrower's Financial Close -Out Package.
Any and all books, records, documents, information, data,
papers, letters, memoranda, analyses, drawings materials,
electronic storage data and media, whether written, printed,
computerized, electronic or electrical, however collected or
preserved which are or were produced, developed,
maintained, completed, received or compiled by or at the
direction of the Borrower or any Project contractor or
subcontractor relating to the use of the Bond Funds in
carrying out the duties and obligations required by the terms
of this Agreement, including, but not limited to, financial
books and records, ledgers, drawings, maps, pamphlets,
designs, electronic tapes, computer drives and diskettes or
surveys.
1.12 Effective Date: The date on which this Agreement has been signed by the
City Manager and attested to by the City Clerk.
1.13 Extremely Low Income:
A person or households with income at or below thirty
percent (30%) of the median income for Miami -Dade
County, FL as determined by FHFC, with adjustments and
certain exceptions as provided in FHFC.
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1.14 FHFC
1.15 HUD:
1.16 Intentionally Omitted
1.17 Legal Requirements:
1.18 Low Income Household:
1.19 Mortgage:
Florida Housing Finance Corporation
The U.S. Department of Housing and Urban Development.
The Bond Requirements, the Miami Forever Bond
Validation Final Judgment that was recorded on December
27, 2019 in Official Records Book 31743 at Page 4365 of
the Public Records of Miami -Dade County, Florida, the
Rules of the Florida Housing Finance Corporation, and any
requirements imposed by the City and all local, state and
federal requirements relating thereto and/or pertaining to the
development, construction and/or operation of the Project
under the Bond Program.
A person or households with income at or below eighty
percent (80%) of the median income for Miami -Dade
County, Florida, as determined by FHFC, with adjustments
and certain exceptions as provided in FHFC.
The Mortgage and Security Agreement collateralizing the
Loan, executed by the Borrower a copy of which is attached
hereto and incorporated herein as Exhibit "F."
1.20 Note: The Promissory Note of even date herewith evidencing the
Loan, executed by the Borrower in favor of the City.
1.21 Payment Date:
Absent an event of default, 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).
1.22 Permitted Senior Financing: The loan(s) specified to be senior to the Loan as seen in
Schedule A, attached hereto and incorporated herein, and
shall include refinancing of such senior loans, provided that
the amount of the refinancing loan(s) does not exceed the
then outstanding loan amount of the loan being refinanced.
1.23 Proiect:
Yaeger Plaza is new construction consisting of a 8-story
mixed -use multifamily rental building_located at 1199 NW
62 St, Miami, Florida 33150. The project will consist of a
total of One Hundred Thirty Five (135) units. Of the
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1.24 Property:
project's One Hundred Thirty Five (135) units, sixty eight
(68) shall be Bond Assisted units that shall be occupied by
eligible tenants, as described herein, and shall be comprised
of five (5) studio/one-bathroom unit for Extremely Low
Income Households; seventeen (17) one-bedroom/one-
bathroom units for Extremely Low Income Households; five
(5) two bedroom/two-bathroom units for Extremely Low
Income Households; eight (8) studio/one-bathroom units for
Very Low Income; five (5) studio/one-bathroom units for
Low Income Households; twenty-one (21) one-
bedroom/one-bathroom units for Low Income Households;
seven (7) two-bedroom/two-bathroom units for Low Income
Households; All sixty-eight (68) Project units shall be Bond
Assisted units and shall be subject to the Bond Requirements
and the Loan Documents throughout the Affordability
Period.
The real property located at 1199 NW 62 St, Miami, FL
33150, as legally described in Exhibit "A," attached hereto
and incorporated herein.
1.25 Subordination Agreement: That certain Subordination Agreement (Affordable) dated
as of the date hereof by and among Bank OZK, an
Arkansas state banking corporation, Florida Housing
Finance Corporation, the City, Miami -Dade County, and
Borrower.
1.26 Term:
1.27 Very Low Income
Household:
The period commencing on the Effective Date hereof and
ending at the expiration of the Affordability Period, unless
this Agreement is terminated sooner as provided for herein.
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.
ARTICLE II
BOND FUNDS
Upon satisfaction of all conditions set forth herein, the City shall disburse the Bond Funds
to the Borrower for the purposes herein set forth.
2.1 USE OF FUNDS. The Yaeger Plaza Project, consisting of one hundred thirty five (135)
rental units. Sixty-eight (68) Project units will be Bond Assisted Units for Low, Very Low, or
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Extremely Low Income Households for a period of thirty (30) years, commencing at the Close -
Out of the Project.
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 INTENTIONALLY OMITTED.
2.3. INTENTIONALLY OMITTED.
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
Disbursement Agreement of even date herewith, a copy of which is attached hereto and
incorporated herein as Exhibit "D" (the "Disbursement Agreement"). Bond Funds shall not be
disbursed until the City receives evidence that the Borrower has acquired the approved permits for
the entire Project.
Notwithstanding any provision herein or in any of the Loan Documents to the contrary, the
Bond Funds shall not be available for disbursement hereunder 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 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. Absent an Event of Default, payment of principal, and
interest set forth in the Loan Documents shall not be required throughout the Affordability Period,
however, commencing upon Close -Out of the Project and continuing until the expiration of the
Affordability Period, interest on the Bond Funds outstanding shall accrue at the rate of one percent
(1%) per annum. The principal and any accrued interest will be deferred to the end of the thirty
(30)-year Affordability Period, at which time the principal and accrued interest are due and
payable, unless payable sooner upon acceleration as provided herein. Payment or reimbursement
of the City's expenses as provided in Section 7.1 hereof shall not be deferred.
2.7 DISBURSEMENT OF BOND FUNDS: The City shall disburse Bond Funds upon the
following: Eligible Project costs will be disbursed with the submission of the appropriate request
for payment form and all relevant partial releases of lien for the previous draw down. The final
disbursement request must include the final release of liens and also a certification by the general
contractor and each subcontractor that there has been no kick -back according to the form that will
be provided by the City.
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ARTICLE III
DISBURSEMENT REQUIREMENTS
3.1 CONDITIONS OF DISBURSEMENT OF BOND FUNDS. The City shall not be obligated
to disburse the Bond Funds, in accordance with Exhibit "D," unless and until the City has received
the following:
3.1.1 Title Insurance. A title insurance commitment issued by a title insurance company
acceptable to the City identifying the City's insurable interest in the Property,
together with copies of all instruments which appear as exceptions therein. The title
commitment and policy shall be issued without exceptions, except for those
exceptions permitted by the City, and shall include such affirmative coverage as the
City shall require.
3.1.2 Survey. An original current survey of the Property made by a registered surveyor
satisfactory to the City and the title company and containing such certifications as
the City and the title company may require.
3.1.3 Zoning. Evidence that the Property and the proposed improvements comply with
all applicable zoning ordinances.
3.1.4 Corporate Documents.
(a) The operating agreement, or its equivalent, as appropriate, and a good
standing certificate for the Borrower certified by the appropriate
governmental authority.
(b)
Resolutions, and incumbency certificates, or, in the case of a limited
liability company, their equivalent, if applicable, certified by the manager
or other authorized signer, authorizing the consummation of the transactions
contemplated hereby, all satisfactory to the City.
(c) Evidence satisfactory to the City that the Borrower is qualified to receive
funds under the Bond Program in accordance with the Bond Requirements.
3.1.5 Insurance Policies. The Borrower shall obtain and furnish evidence of insurance coverage as
the City may require in connection with the Project, which shall be subject to review and approval by
the City's Department of Risk Management. All such insurance shall require that the City be listed
as an additional insured, with a loss payable clause in favor of the City. The Borrower shall be
required to obtain and furnish evidence of any other insurance coverage the City may reasonably
require during the Term of this Agreement, including, but not limited to that described on
Exhibit "J" attached hereto and made a part hereof. All such policies shall provide the City
with a mandatory written notice of cancellation or material change from the insurer not less than
thirty (30) calendar days prior to any such cancellation or material change, and all such policies
shall be written by insurance companies satisfactory to the City.
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Failure of the Borrower to submit all required evidence of the specified insurance coverage
fourteen (14) calendar days prior to the start of Project shall delay the disbursement of the Bond
Funds.
3.1.6 Operative Documents. This Agreement, the Note, the Mortgage, the Covenant, the
Rent Regulatory Agreement, the Disbursement Agreement, and all other Loan
Documents shall be duly and lawfully executed by the Borrower, as applicable, and
in recordable form, where appropriate.
3.1.7 Appraisal. A current appraisal of the Property made by a member of the American
Institute of Real Estate Appraisers.
3.1.8 List of Contractors and Subcontractors. A list of all of the Project contractors and
subcontractors as of the date of execution of this Agreement with contracts for labor
or services in excess of $100,000 ("Major Contractors"), and copies of all contracts
in excess of $100,000 for the performance of services or the supply of materials in
connection with the Project to be funded pursuant to this Agreement ("Major
Contracts").
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 Borrower shall submit all information requested by the
City with respect to the Project including, but not limited to, Phase I and Phase II
Environmental Assessment Reports, as applicable.
3.1.12 Audit Report. The Borrower shall submit to the City audit reports as are required
herein.
3.1.13 Personnel Policies and Administrative Procedure Manuals. The Borrower shall
submit _ detailed documents describing the Borrower's internal corporate
organizational structure, property management and procurement policies and
procedures, personnel management, accounting policies and procedures, etc. Such
information shall be submitted to the City within thirty (30) calendar days of the
execution of this Agreement and prior to the disbursement of any funds hereunder.
3.1.14 Certificate Regarding Lobbying. Such Certificate Regarding Lobbying as may be
requested by the City.
3.1.15 Certificate Regarding Debarment, Suspension, and Other Responsibility Matters.
Such Certificate Regarding Debarment, Suspension and Other Responsibility
Matters as may be requested by the City.
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3.1.16 Public Entity Crime Affidavit. Such Public Entity Crime Affidavit as may be
required by the City.
3.1.17 Environmental Clearance. Project construction must not commence, or if
construction had commenced at the time of application for Bond funds,
construction must cease immediately, until City has conducted an environmental
review and has issued a certification, or its functional equivalent, in writing, to
Borrower.
3.1.18 Borrower Compliance. The Borrower (or any related entity) shall be in full
compliance with the requirements of other funded City projects that are either under
construction or in their affordability periods, including, but not limited to, the
requirements of OMB Circular No. A-133 and any other reporting and insurance
requirements imposed by the City for those projects.
3.1.19 Anti -Human Trafficking Affidavit. Such Anti -Human Trafficking Affidavit as
required herein, attached hereto as Exhibit "K" and made a part hereof.
3.1.20 Delivery of Other Documents. All other documents reasonably required by the City.
3.2. This Agreement shall be governed by the insurance requirements set forth in Exhibit "J"
and any applicable provisions set forth in Article III.
ARTICLE IV
BOND REQUIREMENTS
The Borrower shall comply with the following Bond Requirements:
4.1 GENERAL.
4.1.1 The Borrower shall maintain current documentation that its activities qualify under
the Bond Requirements and the Bond Program.
4.1.2 The Borrower shall ensure and maintain documentation that conclusively
demonstratesthat each activity assisted in whole or in part with Bond Funds is an
activity which benefits persons or households whose annual income does not
exceed eighty percent (80%) of the median income for the area, as determined by
the FHFC with adjustments for smaller and larger families and with certain
exceptions as provided by FHFC, for Low, and Extremely Low Income
Households/persons.
4.1.3 INTENTIONALLY OMITTED
4.1.4 The Borrower 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.
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4.1.5 The Borrower shall cooperate with the City in informing the appropriate citizen
participation structures, including the appropriate area committees, of the activities
of the Borrower in adhering to the provisions of this Agreement. Representatives
of the Borrower shall attend meetings of the appropriate citizen participation
committees/structures upon the request of citizen participation officers or the City.
4.1.6 The Borrower shall, to the greatest extent possible with the exercise of
commercially reasonable efforts, give low and moderate income residents of the
service community opportunities for training and employment.
4.1.7 The Borrower shall comply with all applicable displacement and relocation
requirements reasonably imposed by the City.
4.2 REAL PROPERTY.
4.2.1 The following restrictions shall apply to all real property acquired or unproved 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
If not used in accordance with paragraph (a) above, then that shall constitute
an event of default and Borrower shall pay to the City an amount equal to
the amount of Bond Funds disbursed at the time of default plus accrued
interest.
(b)
4.2.2 The following shall be a condition precedent to the execution and delivery of this
Agreement and the other Bond Documents: All real property purchased in whole
or in part with funds for this and previous Agreements with the City, or transferred
to the Borrower after being purchased in whole or in part with funds from the City,
shall be listed in the property records of the Borrower and shall include: a legal
description; size; address and location; owner's name if different from the
Borrower; information on the transfer or disposition of the property; and a map
indicating. whether property is in parcels, lots, or blocks and showing adjacent
streets and roads. The property records shall describe the programmatic purpose for
which the property was acquired and identify the Bond Program activity that will
be completed. If the property was improved, the records shall describe the
programmatic purpose for which the improvements were made and identify the
Bond Program activity that will be completed.
4.3 PERSONAL PROPERTY. Ownership of all non -expendable personal property purchased
in whole or in part with Bond Funds given to the Borrower pursuant to the terms of this Agreement
shall upon request of the City be collaterally assigned to City, subject to any other collateral
assignments granted by Borrower in connection with the Permitted Senior Financing.
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4.3.1 Definitions.
(a) Personal Property. Personal Property of any kind except real property:
1) Tangible. All personal property having physical existence.
(b)
(c)
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 Five Hundred and 00/100 ($500.00) or
more per item, with a normal expected life of one or more years, not fixed
in place, and not an integral part of a structure, facility, or another piece of
equipment.
Expendable Personal Property. All tangible personal property other than
non -expendable property.
4.3.2 Requirements. The Borrower shall comply with the non -expendable personal
property requirements stated below:
(a) All non -expendable personal property purchased in whole or in part with
funds from this and previous contracts with the City shall be listed in the
property records of the Borrower and shall include: a description of the
property; location; model number; manufacturer's serial number; date of
acquisition; funding source; unit cost; property inventory number;
information on its condition; and information on the transfer, replacement,
or disposition of the property.
(b)
All non -expendable personal property purchased in whole or in part with
funds from this and previous contracts with the City shall be inventoried
annually by the Borrower in an inventory report submitted to the City when
and as requested by the City. The inventory report shall include the elements
listed in Paragraph 4.3.2(a), above.
4.4 DISPOSITION. The Borrower shall obtain the prior written approval of the City for the
disposition of real or material personal property (unless such personal property is replaced with
items of reasonably equivalent value) purchased in whole or in part with Bond Funds, and shall
dispose of all such personal property in accordance with instructions from the City. Those
instructions may require the return of all such personal property to the City.
4.5 GENERAL CONTRACTORS, SUBCONTRACTS AND ASSIGNMENTS.
4.5.1 The Borrower shall ensure that all contracts with contractors, subcontractors and
assignments funded with the Bond Funds:
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(a) Identify the full, correct, and legal name of all parties;
(b) Describe the activities to be performed;
(c) Present a complete and accurate breakdown of its price component;
(d) Incorporate a provision requiring compliance with all applicable regulatory
and other requirements of this Agreement, and with any other conditions
and/or approvals that the City may deem necessary. The requirements of
this paragraph apply to subcontracts and assignments in which parties are
engaged to carry out any eligible substantive programmatic service, as may
be defined by the City, set forth in this Agreement. The City shall in its sole
and absolute discretion determine when services are eligible substantive
programmatic services and subject to the audit and record -keeping
requirements described in this Agreement; and
(e) Incorporate the language of the Certificate Regarding Lobbying executed in
connection herewith.
4.5.2 The Borrower shall incorporate in all consultant and other subcontracts the
following provision:
[Borrower] is not responsible for any insurance or other fringe benefits, e.g., social
security, income tax withholding, retirement or leave benefits, for the consultant or
employees of the consultant that are normally available to direct employees of
[Borrower]. The consultant assumes full responsibility for the provision of all
insurance and fringe benefits for himself/herself/itself and for employees retained
by the consultant in carrying out the Scope of Work provided in this subcontract.
4.5.3 The Borrower shall be responsible for monitoring the contractual performance of
all subcontracts.
4.5.4 The Borrower shall submit to the City for its review and confirmation any
subcontract engaging any party who agrees to carry out any substantive
programmatic activities, to ensure its compliance with the requirements of this
Agreement. The City's review and confirmation shall be obtained prior to the
release of any funds for the Borrower's subcontractor(s).
4.5.5 The Borrower shall receive written approval from the City prior to either assigning
or transferring any obligations or responsibility set forth in this Agreement.
4.5.6 Approval by the City of any subcontract or assignment shall not under any
circumstances be deemed to be the City's agreement to incur any obligations in
excess of the total dollar amount agreed upon in this Agreement.
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4.5.7 The Borrower and its subcontractors shall comply with the Davis -Bacon Act, if
applicable, the Copeland Anti -Kick Back Act, the Contract Work Hours and Safety -
Standards Act, the Lead -Based Paint Poisoning Prevention Act, the Residential
Lead Based Paint Hazard Reduction Act of 1992 (and implementing regulations at
24 C.F.R. Part 35) and any other applicable laws, ordinances and regulations.
4.5.8 The Borrower shall submit to the City for written prior approval all proposed
Solicitation Notices, Invitations for Bids, and Requests for Proposals including
those for Major Contracts.
4.6 REPORTING OBLIGATIONS. The Borrower is subject to compliance reporting
requirements related to previously funded City projects which are under construction or in
the affordability period including applicable Office of Management and Budget (OMB)
Circular(s) reporting and current insurance certificates.
4.6.1 The Borrower shall submit, as required by the City, the following:
4.6.1.1 Progress Reports. The Borrower shall submit status reports and projected
completion dates to describe the progress made by the Borrower in achieving each
of the objectives identified in Exhibit "B." The Borrower shall also submit an
Earned Income Report in such form as may be required by the City. Both the
Progress Report and the Earned Income Report shall be provided to the City on a
quarterly basis until the Project Completion.
4.6.1.2 Inventory Report. The Borrower shall report all real property and all non -
expendable personal property as specified in Paragraphs 4.2 and 4.3 hereof. Such
report shall be submitted as requested by the City.
4.6.1.3 Affirmative Action Plan. The Borrower shall report to the City such
information relative to the equality of employment opportunities whenever
requested by the City.
4.6.1.4 Assurance of Compliance with Section 504 of the Rehabilitation Act.
The Borrower shall report on compliance with section 504 of the Rehabilitation
Act, whenever requested by the City.
4.6.1.5 Affirmative Marketing Plan and Report. The Borrower shall report to
the City annually on all actions taken to comply with the affirmative marketing
requirements provided in Exhibit"E."
4.6.1.6 List of Subcontractors. The Borrower shall provide a list of all Major
Contractors, and copies of all Major Contracts in excess of One Hundred Thousand
and 00/100 Dollars ($100,000.00) for the performance of services or the supply of
materials in connection with the Project.
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4.6.1.7 Affordability Report. On February 1 (or on such other date that the City
shall authorize in writing) of each year during the Affordability Period, the
Borrower shall provide a report describing the previous year's compliance with the
Affordability requirements set forth herein. The Affordability Report shall be
accompanied by such substantiating documentation as the City shall request.
4.6.1.8 All such other reports as may be reasonably requested by the City.
4.6.2 Federal, State and County Laws and Regulations.
4.6.2.1 The Borrower shall comply with all applicable uniform administrative
requirements as described in 24 C.F.R §570.502.
4.6.2.2 The Borrower shall carry out each activity in compliance with all Federal
laws, regulations and requirements described in subpart K of 24 C.F.R. Part 570,
except that the Borrower does not assume: (1) the City's environmental
responsibilities described in Section 570.64 and, (2) the City's responsibility for
initiating the review process under the provisions of 24 C.F.R. Part 52.
4.6.2.3 The Borrower shall comply with all applicable federal laws, regulations
and requirements including, but not limited to: 24 C.F.R. Part 570; 24 C.F.R. Part
85, Section 504 of the Rehabilitation Act of 1973, as amended, which prohibits
discrimination on the basis of handicap; Title VI of the Civil Rights Act of 1964,
as amended, which prohibits discrimination on the basis of race, color, or national
origin; the Age Discrimination Act of 1975, as amended, which prohibits
discrimination on the basis of age; Title VIII of the Civil Rights Act of 1968, as
amended, and Executive Order 11063, which prohibits discrimination in housing
on the basis of race, color, religion, sex, or national origin; Executive Order 11246,
which requires equal employment opportunity; and with the Energy Policy and
Conservation Act (Pub. L. 94-163), which requires mandatory standards and
policies relating to energy efficiency.
4.6.2.4 If the amount payable to the Borrower pursuant to the terms of this
Agreement is in excess of One Hundred Thousand and 00/100 Dollars
($100,000.00), the Borrower shall comply with all applicable standards, orders; or-
regulations issued pursuant to the Clean Air Act of 1970 (42 U.S.C. 7401 et. seq.),
as amended; the Federal Water Pollution Control Act (33 U.S.C. 1251), as
amended; Section 508 of the Clean Water Act (33 U.S.C. 1368); Environmental
Protection Agency regulations (40 C.F.R. Part 15); and Executive Order 11738.
4.6.3 Audits, Other Information and Records.
4.6.3.1 The Borrower shall submit to the City an audit conducted by an
independent certified public accountant or firm of independent certified public
accountants in accordance with generally accepted auditing standards, including
audited financial statements and a report on compliance with laws and regulations
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based on the audit of financial statements. Two copies of each such audit must be
delivered to the City no later than six (6) months following the end of each
Borrower fiscal year.
Each such audited financial statement is to be for the twelve (12) months ending
December 31 and shall include:
a. Comparative Balance Sheet with prior year and current year
balances;
b. Statement of revenue and expenses;
c. Statement of changes in fund balances or equity;
d. Statement of cash flows; and
e. Notes
The financial statements shall be accompanied by a certification of the Borrower
as to the accuracy of such financial statements.
Subject to paragraph 7.1(i), a late fee of Five Hundred and 00/100 Dollars ($500.00)
will be assessed by the City for failure to submit any of the required audited
financial statements or the certification each year as required.
Upon request, the Borrower shall also furnish to the City unaudited financial
statements of the Borrower certified by the Borrower's principal financial or
accounting officer, covering such financial matters as the City may request,
including without limitation, monthly statements with respect to the Project.
4.6.3.2 The Borrower shall ensure that the Contract Records shall be at all times
subject to and available for full access and review, inspection or audit by the City
and federal personnel and any other personnel duly authorized by the City.
4.6.3.3 The Borrower shall include in all Project subcontracts, each of the record
keeping and audit requirements detailed in this Agreement. The City shall in its
sole discretion determine when services are subject to the audit and recordkeeping
requirements described above.
4.6.3.4 The Borrower shall include in all subcontracts to carry out any eligible
substantive programmatic services, as such services are described in this
Agreement and defined by the City, each of the record keeping and audit
requirements detailed in this Agreement. The City shall in its sole discretion
determine when services are eligible substantive programmatic services and subject
to the audit and recordkeeping requirements described above.
4.7 RECORDS. The Borrower shall establish and maintain sufficient records to enable the City
to determine whether the Borrower has met requirements of the Bond Program and this Agreement.
The Borrower shall maintain all Contract Records in accordance with generally accepted
accounting principles, procedures, and practices, which records shall sufficiently and properly
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reflect all revenues and expenditures of funds provided directly or indirectly by the City pursuant
to the terms of this Agreement.
At a minimum, the following records shall be maintained by the Borrower:
4.7.1 Records providing a full description of each activity assisted (or being assisted)
with Bond Funds, including its location (if the activity has a geographical locus),
the amount of Bond Funds budgeted, obligated and expended for the activity, and
the specific provision of the Bond Program under which the activity is eligible.
4.7.2 Records demonstrating that each activity undertaken meets at least one of the
criteria set forth in the Bond Program.
4.7.3 Records that demonstrate compliance with all applicable requirements relating to
the use of real property acquired or assisted with Bond Funds.
4.7.4 Records that demonstrate compliance with all applicable requirements relating to
acquisition, displacement, relocation and relocation housing.
4.7.5 Records containing data on the extent to which each racial and ethnic group and
single -headed households (by gender of household head) have applied for,
participated in, or benefited from, any program or activity funded in whole or in
part with Bond Funds.
4.7.6 Records containing data indicating the race and ethnicity of households (and gender
by single heads of household) displaced as a result of Bond funded activities,
together with the address and census tract of the housing units to which each
displaced household relocated.
4.7.7 Documentation of actions undertaken to meet the requirements of 24 C.F.R.
§570.607(b), which implements Section 3 of the Housing Development Act of
1968, as amended (12 U.S.C. 1701U), relative to the hiring and training of low and
moderate income persons and the use of local businesses.
4.7.8 Data indicating the racial/ethnic character of each business entity receiving a
contract or subcontract of $25,000 or more paid, or to be paid, with Bond Funds,
and such additional information as is required pursuant to 24 C.F.R §570.506(g)(6).
4.7.9 Financial records in accordance with the applicable requirements listed in 24 C.F.R.
§570.502.
4.7.10 Records required to be maintained in accordance with other applicable laws and
regulations including but not limited to those that are set forth in Subpart K of 24
C.F.R. part 570.
4.8 RETENTION AND ACCESSIBILITY OF RECORDS.
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4.8.1 The City shall have the authority to review the Contract Records throughout the
Retention Period (as hereinafter defined). All books of account and supporting documentation shall
be kept by the Borrower at least until the expiration of the Retention Period.
The Borrower shall maintain records sufficient to meet the requirements of 24 C.F.R. Part
570. All records and reports required herein shall be retained and made accessible as provided
hereunder.
The Borrower shall ensure that the Contract Records shall be at all times subject to and
available for full access and review, inspection and audit by the City and any other personnel
duly authorized by the City.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE BORROWER
The Borrower represent and warrant to the City as follows as of the date hereof:
5.1 ORGANIZATION AND EXISTENCE. The Borrower is a [Florida limited liability
company] duly organized, validly existing and in good standing under the laws of the State of
Florida, and has full power and authority to conduct its business as presently conducted, to receive
the Bond Funds and operate the Project.
The Project shall comply with all applicable Bond Requirements. The Borrower has full
power and authority to perform the provisions hereof and of its agreements and undertakings with
the City and to perform the transactions contemplated hereby, and such execution and performance
have been duly authorized by all necessary corporate or other approvals and actions.
5.2 CORRECTNESS OF DOCUMENTS. The cost estimates, Budget, schedules, and all other
documents furnished to the City in accordance with the Bond Program, this Agreement, and/or the
other Bond Documents, are true and correct in all material respects and accurately set forth the
facts contained therein and neither misstate any material fact, nor, separately or in the aggregate,
fail to state any material fact necessary to make the statements made therein not misleading.
5.3 ABSENCE OF PROCEEDINGS, ACTIONS AND JUDGMENTS. There are no
conditions, circumstances, events, agreements, documents, instruments, restrictions, actions, suits -
or proceedings pending or threatened against or affecting the Borrower, the Project or the Property
which could adversely affect the Borrower's ability to comply with the Bond Program, complete
or operate the Project or to perform its obligations hereunder or which would constitute an Event
of Default hereunder or under the other Bond Documents regardless of the giving of notice or the
passage of time or both. There are no outstanding or unpaid judgments or arbitration awards against
the Borrower.
5.4 NON -DEFAULT. The Borrower is not in default or violation with respect to any Legal
Requirement, nor is it in default under or in material breach of any instrument or agreement to
which it is a party or by which it otherwise may be bound. The execution and delivery of this
Agreement and the other Bond Documents, the consummation of the other transactions
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contemplated hereby, and the development of the Project as contemplated hereby and by the other
Bond Documents: (i) do not and will not conflict with or result in violation of any Legal
Requirement or in the breach or default under any indenture, contract, agreement or other
instrument to which the Borrower is a party or by which it may be bound; and (ii) have been duly
authorized by all necessary actions and approvals, whether corporate or otherwise.
5.5 VALID OBLIGATIONS. This Agreement and all of the other Bond Documents, when
executed and delivered, shall constitute the duly authorized, legal, valid and binding obligations
of the Borrower and will be enforceable in accordance with their respective terms, subject to the
effects of bankruptcy and other creditors' rights laws.
5.6 MARKETABLE TITLE. The Borrower has good and marketable title to a long term
leasehold estate in_the Property, subject only to: (a) the exceptions and other matters set forth in
that certain Title Insurance Commitment Number 110464768 issued by First American Title
Insurance Company with an effective date of October 27, 2025 at 8:00 AM (collectively, the "Title
Commitment and Exceptions"); (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; and (c) the
Permitted Senior Financing (collectively, "Permitted Encumbrances").
5.7 COMPLIANCE. The completion and use of the Project in accordance with the Scope of
Work will comply fully with all Legal Requirements, and with all limitations on the use of the
Project, or any other condition, grant, easement, covenant, or restriction, whether recorded or not.
All necessary approvals, permits and licenses for the construction, operation, and use of the Project
have been unconditionally obtained and are in full force and effect, or if the present state of
construction of the Project does not allow such issuance, then such approvals, permits and licenses
will be issued when the Project is completed.
5.8 ENCROACHMENTS. When completed in accordance with the Scope of Work, the Project
will not encroach upon any building line, setback line, side yard line, or other recorded or visible
easements or other easements of which the Borrower is aware which exists (or which the Borrower
has reason to believe may exist) with respect to the Project.
5.9 SCOPE OF WORK. The Scope of Work is complete in all respects, and contains all details
requisite for the Project which, when built and equipped in accordance therewith, shall be ready
for the intended use and occupancy thereof.
5.10 LEASES. There are no leases, tenancies, licenses or agreements for use of any part of the
Property other than (i) as specifically disclosed to and approved by the City, and (ii) the leases for
the rental of each Bond Assisted Unit shall be in compliance with Section 12.16 of this Agreement.
5.11 PENDING ASSESSMENTS. The Borrower has no knowledge of any pending or proposed
governmental action that would impair the operation or value of the Project or result in a special
assessment against the Project.
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5.12 WASTE. The Borrower shall not commit nor voluntarily suffer waste nor negligence on
the Project.
5.13 FRAUD. No fraud by the Borrower has occurred in the qualification of the Project, the
Borrower, the Borrower, and/or the Property under the Bond Program, the negotiation of this
Agreement and the other Bond Documents, nor in the transactions contemplated hereby.
5.14 NO CASUALTY. No part of the Property and/or the Project has been damaged or has been
subjected to condemnation or other proceedings, and no such proceedings have been threatened.
5.15 NO CHANGES. There have been no material adverse changes in projected costs and
expenses of or from the Project or in the occupancy of the Property or any other features of the
transactions contemplated hereby as submitted to the City.
5.16 COMPLIANCE WITH LAWS AND REGULATIONS. The Borrower will comply at all
times with all Legal Requirements. The Borrower will comply at all times with the Bond
Requirements affecting the ownership, use, construction, lease and operation of the Project.
5.17 OTHER PROJECT FINANCING. The Borrower has not applied for nor received, and does
not otherwise have available, in connection with the Project any other financing/funding, except
for those funds, loans and/or loan commitment previously identified in writing to, and approved
by, the City as set forth in the attached Schedule A ("Permitted Senior Financing").
5.18 REAFFIRMATION. Each of the representations and warranties set forth in this Article
shall be true at all times, and the Borrower's acceptance of each draw of the Bond Funds hereunder
shall be deemed to be a reaffirmation of each of the representations and warranties given in this
Agreement.
ARTICLE VI
BORROWER'S OBLIGATIONS
6.1 SCOPE OF WORK. The Borrower shall perform the Scope of Work as set forth herein and
on Exhibit "B" attached. The Bond Funds shall be used exclusively for Project related construction
costs, in accordance with the budget forsuch costs as approved by the City.
The Borrower. shall: (a) commence construction within six (6) months from the Effective
Date of the Agreement; (b) obtain all certificates of occupancy required for the Project within
twenty-one (21) 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 later
than thirty (30) 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 Borrower shall: (a) meet all of its obligations hereunder and under all of the Loan
Documents executed in connection herewith, (b) rent all City Assisted Units to Extremely Low
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Income Households, Very Low Income Households, and Low Income Households in accordance
with the requirements of this Agreement, and provide to the City a certified rent roll evidencing
the same, (c) throughout the Affordability Period, rent all of the Assisted Units to Extremely Low
Income Households, Very Low Income Households, and Low Income Households in accordance
with the requirements of this Agreement, the Rent Regulatory Agreement, a copy of which is
attached as Exhibit "H", and the other Loan Documents; and (d) throughout the Affordability
Period, comply with all applicable Legal Requirements and all applicable requirements hereof and
in the other Loan Documents.
The tenant's portion of rents charged for Project units shall be limited as set forth in the
Rent Regulatory Agreement executed in connection herewith.
6.2 REPORTING OBLIGATIONS. The Borrower shall submit to the City all reports as
described in Article 4 hereof, and all other reports that the City may reasonably require, in such
form, manner, and frequency as the City may require to monitor the progress of the Project and
the Borrower's performance and compliance with this Agreement and all Legal Requirements.
6.3 RETENTION OF RECORDS. The Borrower shall retain all Contract Records for five (5)
years after expiration of the Affordability Period (hereinafter referred to as "Retention Period")
subject to the limitations set forth below:
(a) If the City or the Borrower has received or given notice of any kind indicating any
threatened or pending litigation, claim or audit arising out of the activities relating
to the Project or the Scope of Work or under the terms of this Agreement, the
Retention Period shall be extended until such time as the threatened or pending
litigation, claim or audit is, in the sole and absolute discretion of the City, fully,
completely and finally resolved.
(b) The Borrower shall allow the City or any person authorized by the City full access
to and the right to examine any of the Contract Records during the Retention Period.
(c) The Borrower shall notify the City in writing, both during the pendency of this
Agreement and after its expiration termination, as part of the final closeout
procedure, of the address where all Contract Records will be retained.
6.4 PROVISION OF RECORD. All of the Contract Records are subject to the provisions of
Chapter 119, Florida Statutes, commonly referred to as the "Public Records Law." Should
Borrower determine to dispute any public access provision required by Florida Statutes, then
Borrower shall do so at its own expense and at no cost to the City.
IF BORROWER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER
119, FLORIDA STATUTES, TO BORROWER'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT AS A PUBLIC CONTRACT, PLEASE CONTACT THE
CITY'S CUSTODIAN OF PUBLIC RECORDS AT TELEPHONE NUMBER 305-416-1800,
EMAIL: PUBLICRECORDS@MIAMIGOV.COM, AND MAILING ADDRESS: PUBLIC
RECORDS C/O OFFICE OF THE CITY ATTORNEY, 9TH FLOOR, MIAMI RIVERSIDE
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CENTER, 444 S.W. 2ND AVENUE, MIAMI, FLORIDA 33130 OR THE CITY'S
DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT'S CUSTODIAN OF
RECORDS AT 14 NORTHEAST 1ST AVENUE, 2ND FLOOR, MIAMI, FLORIDA 33132.
The Borrower shall provide to the City, upon request, all Contract Records. The requested
Contract Records shall become the property of the City without restriction, reservation, or
limitation on their use and shall be made available by the Borrower at any time upon request by
the City. The City shall have the unlimited right to all books, articles, or other copyrightable
materials developed in the performance of this Agreement, including, but not limited to, the right
of royalty -free, non-exclusive, and irrevocable license to reproduce, publish, or otherwise use, and
to authorize others to use, the Contract Records for public purposes.
If the Borrower receives funds from, or is under regulatory control of, other governmental
agencies and those agencies issue monitoring reports, regulatory examinations, or other similar
reports, the Borrower shall provide a copy of each such report and any follow-up communications
and reports to the City immediately upon such issuance unless such disclosure is a violation of
those agencies' rules.
6.5 PRIOR APPROVAL. The Borrower shall obtain the City's prior written approval prior to
undertaking any of the following with respect to the Borrower, the Project and/or the Property:
(a) Except for the Permitted Senior Financing, Permitted Encumbrances or the sale,
assignment, pledge, transfer, hypothecation or other encumbrance or disposition of
any direct proprietary or beneficial interest in the Borrower, the Project, or the
Borrower's estate in the Property, or any change in the operating control of the
Borrower (such that Borrower is no longer controlled by Yaeger Plaza MF
Manager, LLC), 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) The transfer by the Investor Member of Borrower as such term is defined in First
Amended.. and Restated Operating Agreement of Borrower (the "Operating
Agreement"), of non -managing membership interests in the Borrower to any other
entity which is an affiliate of or controlled by Enterprise Community Asset
Management, Inc.
(d) Any proposed Solicitation Notice, Invitation, for Bids or Request for Proposals
relating to the use of the Bond Funds.
(e) The disposal of any Contract Records during the Retention Period.
(f) INTENTIONALLY OMITTED
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6.5.1 DISCRETION. The Director of the Department of Housing and Community
Development of the City of Miami shall have the discretion to approve and authorize, by way of
Memorandum to the City Manager, the execution of necessary documents to further Project Close -
Out, provided, however, that no material terms are affected.
6.6 MONITORING. The Borrower shall permit the City and other persons duly authorized by
the City to inspect all Contract Records, facilities, goods, and activities of the Borrower that are in
any way connected to the activities undertaken pursuant to the terms of this Agreement, and/or to
interview any clients, employees, subcontractors, or assignees of the Borrower. Following such
inspection or interviews, the City will deliver to the Borrower a report of its findings. The Borrower
will rectify all deficiencies cited by the City within the period of time specified in the report, or
provide the City with a reasonable justification for not correcting the deficiencies. The City will
determine, in its sole and absolute discretion, whether or not the Borrower's justification is
acceptable.
6.7 CONFLICT OF INTEREST.
A. The Borrower is aware of the conflict of interest laws of the City of Miami (Code
of the City of Miami, Florida, Chapter 2, Article V), of Miami -Dade County, Florida (Code of
Miami -Dade County, Florida, Section 2-11.1), and of the State of Florida (as set forth in Florida
Statutes), and agrees that it will fully comply in all respects with the terms thereof and any future
amendments.
B. The Borrower covenants that no person or entity under its employ presently
exercising any functions or responsibilities in connection with this Agreement has any personal
financial interests, direct or indirect, with the City. The Borrower further covenants that, in the
performance of this Agreement, no person or entity having such conflicting interest shall be
utilized in respect to the Scope of Work or services provided hereunder. Any such conflict of
interest(s) on the part of the Borrower or its employees or associated persons or entities must be
disclosed to the City.
C. The Borrower shall disclose any possible conflicts of interest or apparent
improprieties of any party under or in connection with the Legal Requirements, including the
standards for procurement.
D. The Borrower shall make any such disclosure to the City in writing and
immediately upon the Borrower's discovery of such possible conflict. The City's determination
regarding the possible conflict of interest shall be binding on all parties.
E. No employee, agent, consultant, elected official or appointed official of the City,
exercising any functions or responsibilities in connection with the City's Bond Program or this
Agreement, or who is in a position to participate in the decision -making process or gain inside
information regarding Bond -assisted activities, has any personal financial interest, direct or
indirect, in this Agreement, the proceeds hereunder, the Project or the Borrower , either for
themselves or for those with whom they have family or business ties, during their tenure or for one
year thereafter.
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6.8 RELATED PARTIES. The Borrower shall report to the City the name, purpose for and
any other relevant information in connection with any related -party transaction. The term "related
party transaction" includes, but is not limited to, a transaction or relationship between the Borrower
and a for -profit or nonprofit subsidiary or affiliate organization, an organization with an
overlapping board of directors, and an organization for which the Borrower is responsible for
appointing memberships. The Borrower shall report this information to the City upon forming the
relationship, or if already formed, shall report such relationship prior to or simultaneously with the
execution of this Agreement. Any supplemental information shall be promptly reported to the City
no later than in the next required Progress Report, as described above.
6.9 PUBLICITY AND ADVERTISEMENTS. The Borrower shall ensure that all publicity and
advertisements prepared and released for the Project, by the Borrower, such as pamphlets and news
releases, related to activities funded by this Agreement, and all events carried out to publicize the
accomplishments of any activities funded by this Agreement, recognize the City as one of its
funding sources.
6.10 ADDITIONAL FUNDING. The Borrower shall notify the City of any additional funding
received for any activity described in this Agreement. Such notification shall be in writing and
received by the City within thirty (30) calendar days of the Borrower's notification by the funding
source.
6.11 REVERSION OF ASSETS. The Borrower shall return to the City upon the expiration or
termination of this Agreement any Bond Funds on hand, any accounts receivable attributable to
the Bond Funds, and any overpayments due to unearned funds or costs disallowed pursuant to the
terms of this Agreement that were disbursed to the Borrower by the City. Any funds not earned by
the Borrower prior to the expiration or termination of this Agreement shall be retained by the City
6.12 REPAYMENT OF FUNDS PROCEDURES. The Borrower shall repay to the City all
funds received by the Borrower pursuant to this Agreement all unpaid interest accrued thereon,
and all unpaid fees, charges and other obligations of the Borrower due under any of the Loan
Documents, as provided therein.
6.13 AFFIRMATIVE MARKETING. The Borrower shall comply with the affirmative
marketing requirements and procedures provided on Exhibit "E." Borrower shall comply with the
requirements of the affordable housing notice to City Officials in City of Miami Ordinance
#13491.
6.14 SECTION 3 CLAUSE. The Borrower shall comply, to the extent applicable, with the
requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended (12
U.S.C. 1701u):
(A) The work to be performed under this contract is subject to the requirements of
Section 3 of the Housing and Urban Development Act of 1968, as amended, 12
U.S.C. 1701u (Section 3.) The purpose of Section 3 is to ensure that employment
and other economic opportunities generated by HUD assistance or HUD -assisted
projects covered by Section 3 shall, to the greatest extent feasible, be directed to
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low income persons, particularly persons who are recipients of HUD assistance for
housing.
(B) The parties to this contract agree to comply with HUD's regulations in 24 C.F.R.
Part 135, which implement Section 3. As evidenced by their execution of this
contract, the parties to this contract certify that they are under no contractual or
other impediment that would prevent them from complying with the Part 135
regulations.
(C) The contractor agrees to send to each labor organization or representative of
workers with which the contractor has a collective bargaining agreement or other
understanding, if any, a notice advising the labor organization or worker's
representative of the contractor's commitments under this Section 3 clause, and will
post copies of the notice in conspicuous places at the work site where both
employees and applicants for training and employment positions can see the notice.
The notice shall describe the Section 3 preference, shall set forth minimum number
and job titles subject to hire, availability of apprenticeship and training positions,
the qualifications for each; and the name and location of the person(s) taking
applications for each of the positions; and the anticipated date the work shall begin.
(D) The contractor agrees to include this Section 3 clause in every subcontract subject
to compliance with regulations in 24 C.F.R. Part 135, and agrees to take appropriate
action, as provided in an applicable provision of the subcontract or in this Section
3 clause. The contractor will not subcontract with any subcontractor where the
contractor has notice or knowledge that the subcontractor has been found in
violation of the regulations in 24 C.F.R. Part 135.
(E) The contractor will certify that any vacant employment positions, including training
positions, that are filled (1) after the contractor is selected but before the contract is
executed, and (2) with persons other than those to whom the regulations of 24
C.F.R. Part 135 require employment opportunities to be directed, were not filed to
circumvent the contractor's obligations under 24 C.F.R. Part 135.
(F) Noncompliance with HUD's regulations in 24 C.F.R. Part 135 may result in
sanctions, termination of this contract for default, and debarment or suspension -
from future HUD assisted contracts.
(G) With respect to work performed in connection with Section 3 covered Indian
housing assistance, Section 7(b) of the Indian Self -Determination and Education
Assistance Act (25 U.S.C. 450e) also applies to the work to be performed under
this contract. Section 7(b) requires that to the greatest extent feasible (i) preference
and opportunities for training and employment shall be given to Indians, and (ii)
preference in the award of contracts and subcontracts shall be given to Indian
organizations and Indian -owned Economic Enterprises. Parties to this contract that
are subject to the provisions of Section 3 and Section 7(b) agree to comply with
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Section 3 to the maximum extent feasible, but not in derogation of compliance with
Section 7(b).
6.15 SIGNAGE, ACKNOWLEDGEMENT, PUBLICITY. During the Term of this Agreement,
the Borrower shall furnish signage identifying the Project and shall acknowledge the contribution
of the City by incorporating the seal of the City and the names of the City commissioners and
officials in and on all documents, literature, pamphlets, advertisements, and signage, permanent or
otherwise. All such acknowledgments shall be in a form acceptable to the City, as provided on
Exhibit "I".
The Borrower shall ensure that all publicity and advertisements related to the Project which
are prepared by or at the direction of the Borrower, such as pamphlets and news releases, and all
events carried out to publicize the Project, shall recognize the City as one of the Project's funding
sources.
6.16 AFFIRMATIVE ACTION. The Borrower shall not discriminate on the basis of race, color,
national origin, sex, religion, age, sexual orientation, marital or family status or handicap/disability
in connection with its performance under this Agreement or in connection with the construction of
the Project or the occupancy of any Project unit. Age discrimination and discrimination against
minor dependents are also not permitted. The Borrower shall meet the fair housing requirements
of 24 C.F.R. § 570.904.
6.17 MAINTENANCE OF LEGAL EXISTENCE AND AUTHORITY. Borrower shall
maintain its existence as a limited liability company and authority to conduct its business under
the laws of the State of Florida and the Code of the City, as amended from time to time.
6.18 COMPLIANCE REQUIREMENTS. The Borrower shall comply at all times with all
applicable Bond Requirements including, but not limited to, those affecting the ownership,
construction, use, and operation of the Project, and all other Legal Requirements.
The Borrower shall at any time and from time to time upon the request of the City, at
Borrower's sole cost and expense, execute, acknowledge and deliver such further notices and other
documents and perform such other acts as may, in the opinion of the City, be necessary, desirable
or proper to carry out more effectively the purposes of this Agreement and the other Loan
Documents.
6.19 COMPLIANCE WITH SAFETY PRECAUTIONS. The Borrower shall allow City
inspectors, agents or representatives the ability to monitor its compliance with safety precautions
as required by federal, state or local laws, rules, regulations and ordinances. By performing these
inspections, the City, its agents, or representatives are not assuming any liability by virtue of such
laws, rules, regulations and ordinances. The Borrower shall have no recourse against the City, its
agents, or representatives for the occurrence, non-occurrence or result of such inspection(s).
Simultaneously with the submission of its first draw request to the City, the Borrower shall
contact the City's Risk Management Depaitiiient Safety Unit in writing to coordinate such
inspection(s).
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The Borrower shall affirmatively comply with all applicable provisions of the Americans
with Disabilities Act ("ADA") in the course of providing any work, labor or services funded by
the City, including Titles I and II of the ADA (regarding nondiscrimination on the basis of
disability) and all applicable regulations, guidelines and standards.
6.20 DRAW REQUESTS. Each Request for Disbursement of hard costs must be signed by the
Borrower, and/or the Architect for the Project and the Contractor, if applicable, and each Request
for Disbursement of soft costs must be signed by the Borrower, as more fully set forth in the
Disbursement Agreement.
6.21 INSURANCE PROCEEDS. Notwithstanding anything to the contrary contained herein or
in the other Loan Documents, but subject to the terms of the Permitted Senior Financing, the
Borrower may make insurance proceeds available for the restoration and repair of the Property
and the Project if all of the following conditions are met: (i) the Borrower is not in breach or default
of any provision of the Mortgage or any other loan document between the Borrower and Lender
beyond applicable notice and cure periods; (ii) the Borrower determines that there will be sufficient
funds, through insurance proceeds and contributions by the Borrower, to (a) restore and repair the
Property and the Project to a condition as close as reasonably possible to what previously existed,
and (b) meet all operating costs and other expenses, payments for reserves and loan repayment
obligations relating to the Property and the Project until completion of the restoration and repair
of the Property and/or the Project to a condition as close as reasonably possible to what previously
existed; and (iii) the Borrower determines that the rental income of the Project, after restoration
and repair to a condition as close as reasonably possible to what previously existed, will be
sufficient to meet all operating costs and other expenses, payments for reserves and loan repayment
obligations relating to the Project, (iv) the Borrower has received the City's written concurrence
with such determination, which shall not be unreasonably withheld.
6.22 CONDEMNATION PROCEEDS. Notwithstanding anything to the contrary contained
herein or in the other Loan Documents, the Borrower may make proceeds of condemnation
available for the restoration and repair of the Property and the Project if all of the following
conditions are met: (i) the Borrower is not in breach or default of any provision of the Mortgage
or any other Loan Document beyond applicable notice and cure periods; (ii) the Borrower
determines that there will be sufficient funds, through condemnation proceeds and contributions
by the Borrower, to (a) restore and repair the Property and the Project to a condition as close as
reasonably possible to what previously existed, due consideration given to the portion of the
Property and the Project taken, and, (b) meet all operating costs and other expenses, payments for
reserves and loan repayment obligations relating to the Project until completion of the restoration
and repair of the Property and the Project to a condition as close as reasonably possible to what
previously existed, due consideration given to the portion of the Property and the Project taken;
and (iii) the Borrower determines that the rental income of the Project, after restoration and repair
of the Property and the Project to a condition as close as reasonably possible to what previously
existed, due consideration given to the portion of the Property and the Project taken, will be
sufficient to meet all operating costs and other expenses, payments for reserves and loan repayment
obligations relating to the Project, (iv) the Borrower has received the City's written concurrence
with such determination.
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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 Borrower's failure to initiate action to cure such
non-compliance within five (5) business days of receipt of knowledge of the same.
(b)
(c)
If any term, condition or representation contained in this Agreement or any of the
other 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 Agreement.
The substantial discontinuance of the construction of the Project for a period of
thirty (30) calendar days which discontinuance is, in the reasonable determination
of the City, without satisfactory cause.
(d) Except for Permitted Senior Financing, Permitted Encumbrances, and for the
disposition of personal property in accordance with this Agreement, (i) the sale,
assignment, pledge, transfer, hypothecation or other encumbrance or disposition of
any direct proprietary or beneficial interest in the Borrower, the Project or the
Property, or (ii) any change in operating control of the Borrower, including if
Yaeger Plaza MF Manager, LLC fails to control Borrower, without the prior
approval of the City's HCLC or the City Commission, as appropriate.
(e)
(f)
(g)
In the event that the City determines, in its reasonable discretion, that the Project is
not being constructed in a good and workmanlike manner in accordance with the
Scope of Work, or that the Borrower is failing to comply promptly with any
requirement or notice of violation of law issued by or filed by the City or any
depaitliient of any governmental authority having jurisdiction over the Borrower,
or the Property.
Failure of the Borrower to comply with any term, provision, covenant or obligation
of this Agreement or any of the Loan Documents, or the occurrence of an event of
default under any of the other Loan Documents.
Any change in zoning requirements or zoning classification of the Property, which
in the City's reasonable 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 continuing beyond any applicable cure period under and
pursuant to the terms of any other agreement or obligation of any kind or nature
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(i)
whatsoever of the Borrower to the City, direct or contingent, whether now or
hereafter due, existing, created or arising.
Notwithstanding anything to the contrary, in the event that Borrower fails to timely
deliver to City, the required audited financial statement(s), the City, in its sole and
absolute discretion, may deem such a failure to be a material non -curable breach of
this Agreement. In such an event, City will notify Borrower by a written
communication. If City determines, in its sole and absolute discretion, that it will
not exercise its right under this paragraph 7.1(i), then paragraph 4.6.3.1 shall govern
untimely delivered audited financial statement(s).
(j) In the event that Borrower fails to timely deliver, to City, the Affordability Report,
as described in 4.6.1.7 herein.
(k) Borrower declares bankruptcy and/or becomes insolvent, which shall result in
immediate acceleration of the loan's repayment in full.
(1)
City and Borrower acknowledge that a senior mortgage default beyond applicable
notice and cure periods 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.
ARTICLE VIII
REMEDIES
8.1 Upon the occurrence of any Event of Default, the City shall have the absolute right
to refuse to disburse any undisbursed portion of the Loan.
The City shall provide written notice of the occurrence of an Event of Default to the
Borrower, after which the Borrower shall have thirty (30) calendar days to cure said default (except
for the events described in Section 7.1 (b) and (d) and possibly (i) above for which the
aforementioned cure period shall not apply).
In the event. a default which is permitted to be cured cannot practicably be cured within
thirty (30) days, the Borrower shall have such additional time as may be required to effect a cure,
so long as (a) the cure is commenced within thirty (30) calendar days and is diligently prosecuted
and (b) the lack of a cure during such continuing cure period has no material adverse effect on the
Project.
If an Event of Default shall continue uncured for a period of thirty (30) consecutive days
following written notice thereof to the Borrower (except for the events described in Section 7.1 Q)
and () and possibly (i) above for which the aforementioned cure period shall not apply and except
for cures which are continuing as provided in the preceding paragraph), and subject to the
provisions of the last paragraph of this Section, the City shall have the absolute right, at its option
and election and in its sole discretion to:
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(a) Specific Performance. Institute appropriate proceedings to specifically
enforce performance of the terms and conditions of this Agreement;
(b)
(c)
Acceleration of Debt. It is expressly agreed that the full amount of both
principal and interest due pursuant to the Note shall become due and
payable at the option of the City on the happening of any Event of Default
under the terms of this Loan Agreement.
Other Remedies. Exercise any other right, privilege or remedy available to
the City as may be provided by applicable law, or in any of the other Bond
Documents.
It is understood and agreed that the occurrence of an event of default under Section 7.1 (b)
or () or possibly (i) shall immediately entitle the City to exercise any of the above described
remedies without the need to give the Borrower notice thereof or the opportunity to cure.
The rights and remedies of the City hereunder shall be cumulative and not mutually
exclusive, and the City may resort to any one or more or all of said remedies without exclusion of
any other. No party other than the City, whether the Borrower or a material man, laborer,
subcontractor or supplier, shall have any interest in the Bond Funds withheld because of a default
hereunder, and shall not have any right to garnish or require or compel that payment thereof be
applied toward the discharge or satisfaction of any claim or lien which any of them may have.
8.2 In addition to any other remedies provided for herein or in any of the other Loan
Documents, upon the occurrence of an Event of Default:
(a) All sums outstanding under the Note shall bear interest at the highest rate allowable
by law from the date of disbursement, without notice to the Borrower or any
guarantor or endorser of the Note and without any affirmative action or declaration
on the part of the City;
(b)
The Restrictive Covenant shall remain as a restriction on the Property throughout
the Affordability Period; and
(c) The Borrower, Borrower, Project developer, managing partner(s) of the Borrower,
and/or other individuals, principals and/or other entities as determined by the City,
will be debarred from receiving any City funding for a period of five (5) years.
ARTICLE IX
INDEMNIFICATION
9.1 The Borrower shall indemnify, hold harmless, and defend the City, its officers, agents,
directors, and/or employees, from any and all liabilities, claims, damages, losses, suits, judgments,
and costs, including, but not limited to reasonable attorney's fees, to the extent caused by the
negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of
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Borrower and persons employed or utilized by Borrower in the performance of this Agreement.
Borrower shall, further, hold the City, its officials and/or employees, harmless for, and defend the
City, its officials and/or employees against, any civil actions, statutory or similar claims, injuries
or damages arising or resulting from the permitted work, even if it is alleged that the City, its
officials and/or employees were negligent. These indemnifications shall survive the term of this
Agreement. In the event that any action or proceeding is brought against the City by reason of any
such claim or demand, the Borrower shall, upon written notice from the City, resist and defend
such action or proceeding by counsel satisfactory to the City. The Borrower expressly understands
and agrees that any insurance protection required by this Agreement or otherwise provided by the
Borrower shall in no way limit the responsibility to indemnify, keep and save harmless and defend
the City or its officers, employees, agents and instrumentalities as herein provided. The Borrower
shall further require its contractors to indemnify, hold harmless and defend the City, its officers,
agents, directors, and/or employees against any and all liabilities, claims, damages, suits,
judgments and costs, including attorney's fees arising out of, or resulting from the contractor's
negligence or omissions in connection with this project.
The indemnification provided above shall obligate the Borrower to defend, at its own expense, to
and through appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at
the City's option, any and all claims of liability and all suits and actions of every name and
description which may be brought against the City whether performed by the Borrower, or persons
employed or utilized by Borrower.
This indemnity will survive the cancellation or expiration of the Agreement. This indemnity will
be interpreted under the laws of the State of Florida, including without limitation and
interpretation, which conforms to the limitations of §725.06 and/or §725.08, Florida Statutes, as
applicable.
The Borrower agrees and recognizes that the City shall not be held liable or responsible for any
claims which may result from any actions or omissions of the Borrower in which the City
participated either through review or concurrence of the Borrower's actions. In reviewing,
approving or rejecting any submissions by the Borrower or other acts of the Borrower, the City in
no way assumes or shares any responsibility or liability of the Borrower or Sub -contractor under
this Agreement.
ARTICLE X
TERMINATION
The Borrower acknowledges that this Agreement may be terminated if the Borrower
materially fail to comply with the terms contained herein.
10.1 TERMINATION BECAUSE OF LACK OF FUNDS. In the event the City does not receive
from its funding source funds to finance this Agreement, or in the event that the City's funding
source de -obligates the funds allocated to finance this Agreement, the City may terminate this
Agreement upon not less than forty-eight (48) hours prior notice in writing to the Borrower. Said
notice shall be delivered by certified mail, return receipt requested, or by in person delivery with
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proof of delivery. The City shall determine, in its sole and absolute discretion, whether or not funds
are available.
10.2 TERMINATION FOR BREACH. The City may terminate this Agreement, in whole or in
part, in the event, the City determines, in its reasonable discretion, that either the Borrower is not
making sufficient progress with regard to the Project's construction (thereby endangering its
ultimate performance under this Agreement) or is not materially complying with any term or
provision of this Agreement, following the giving of notice and the expiration of all applicable
cure periods.
The City may terminate this Agreement, in whole or in part, in the event that the City
determines, in its reasonable discretion, that there exists an event of default under and pursuant to
the terms of any other agreement or obligation of any kind or nature whatsoever of the Borrower
to the City, direct or contingent, whether now or hereafter due, existing, created or arising, which
event of default has continued beyond any applicable cure period.
10.3 Upon the occurrence of an Event of Default and the expiration of any cure period (in those
circumstances for which a cure period is otherwise provided in this Agreement), and unless the
Borrower's breach is waived by the City in writing, the City may, by written notice to the
Borrower, terminate this Agreement upon not less than twenty-four (24) hours prior written notice.
Said notice shall be delivered by certified mail, return receipt requested, or by in person delivery
with proof of delivery. Waiver of breach of any provision of this Agreement shall not be deemed
to be a waiver of any other breach and shall not be construed to be a modification of the terms of
this Agreement. The provisions hereof are not intended to be, and shall not be, construed to limit
the City's right to legal or equitable remedies.
ARTICLE XI
SUSPENSION
11.1 The City may, for reasonable cause, suspend the Borrower's authority to obligate funds
under this Agreement or withhold payments to the Borrower, or both, pending necessary corrective
action by the Borrower. Reasonable cause shall be determined by the City in its reasonable
discretion and may include:
(a) Ineffective or improper use of the Bond Funds by the Borrower.
(b) Failure of the Borrower to materially comply with any term or provision of this
Agreement; or
(c) Failure of the Borrower to submit any documents required by this Agreement; or
(d) The Borrower's submittal of incorrect or incomplete documents.
11.2 The determinations and actions described in paragraph 11.1 above may be applied to all or
any part of the activities funded pursuant to this Agreement.
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11.3 The City will notify the Borrower in writing of the type of action taken pursuant to this
Article, by certified mail, return receipt requested, or by in person delivery with proof of delivery.
The notification will include the reason(s) for such action, any conditions relating to the action,
and the necessary corrective action(s).
ARTICLE XII
MISCELLANEOUS
12.1 ENFORCEMENT METHODS. As a means of enforcing compliance with the Bond
Program, the City may utilize any enforcement measures it deems necessary.
12.2 RENEGOTIATION, MODIFICATION, OR SUBORDINATION. Modification of
provisions of this Agreement shall be valid only when in writing and signed by the parties hereto.
The parties agree to modify this Agreement if the City determines, in its sole and absolute
discretion, that federal, state, and/or local governmental revisions of any applicable laws or
regulations, or increases or decreases in budget allocations, make changes to this Agreement
necessary. The City shall be the final authority in determining whether or not funds for this
Agreement are available due to federal, state and/or local governmental revisions of any applicable
laws or regulations, or increases or decreases in budget allocations. Moreover, the City shall
determine in its sole and absolute discretion whether to subordinate the Mortgage. Notwithstanding
the foregoing, the Loan is and shall be subordinate in right of payment to the prior payment in full
of the indebtedness evidenced by (i) the Senior Loan; (ii) the SAIL Loan; (iii) the NHTF Loan;
(iv) the HOME Loan; and (v) the Surtax Loan. This Loan Agreement is subject and subordinate in
all respects to the liens, terms, covenants and conditions as more fully set forth in the Subordination
Agreement. The rights and remedies of the lender and each subsequent holder of the Promissory
Note under the Mortgage securing the Promissory Note are subject to the restrictions and
limitations set forth in the Subordination Agreement. Each subsequent holder of the Promissory
Note shall be deemed, by virtue of such holder's acquisition of the Promissory Note, to have agreed
to perform and observe all of the teens, covenants and conditions to be performed or observed by
the City under the Subordination Agreement.
12.3 RIGHT TO WAIVE. The City may, for good and sufficient cause, as determined by the
City in its sole and absolute discretion, waive provisions of this Agreement or seek to obtain such
waiver from an appropriate authority. Waiver requests from the Borrower shall be in writing. A
waiver shall not be construed to be a modification of this Agreement.
12.4 BUDGET AND BOND ELIGIBILITY ACTIVITY TITLE REVISIONS. Revisions to the
Budget shall be made in writing, and approved in writing by the City; however, such revisions
shall not necessitate an amendment hereto unless the amount of the Loan to be granted hereunder
is changed, or unless otherwise required by the City.
A revision to the Bond eligibility activity titles under which this Agreement's objectives
are classified shall not require an amendment hereto.
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12.5 DISPUTES. In the event an unresolved dispute exists between the Borrower and the City,
the City shall refer the issue, including the views of all interested parties and the recommendation
of the City, to the City Manager, his designee, or such other official of the City who shall be
authorized to exercise the authority of the City Manager in this regard ("City Manager") for
determination. The City Manager will issue a determination within thirty (30) calendar days of
receipt of a written request for resolution of the dispute and so advise the City and the Borrower.
In the event additional time is necessary, the City Manager will notify the interested parties within
the thirty (30) day period that additional time is necessary. The Borrower agrees that the City
Manager's determination shall be final and binding on all parties, subject only to judicial review.
12.6 HEADINGS. The article and paragraph headings in this Agreement are inserted for
convenience only and shall not affect in any way the meaning or interpretation of this Agreement.
12.7 PROCEEDINGS. The Agreement shall be construed in accordance with the laws of the
State of Florida and any proceedings arising between the parties in any manner pertaining or
relating to this Agreement shall, to the extent permitted by law, be held in Miami -Dade County,
Florida.
12.8 NOTICES AND CONTACT. All notices under this Agreement shall be in writing and
addressed as follows:
To City:
With Copy To:
City of Miami
Department of Housing and Community Development
City of Miami
444 S.W. 2nd Avenue
Attn: Victor Turner, Director
George K. Wysong III
City Attorney
City of Miami
444 S.W. 2nd Avenue
Miami, FL 33130-1910
ACTIVE 716680207v3
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To Borrower:
With a copy to:
With Copy Investor:
With a copy to:
With a copy to:
Yaeger Plaza Partners, LLC
960 West 41 Street, Suite 212
Miami Beach, Florida 33140
Attention: Kareem T. Brantley
Email: kbrantley@integral-online.com
Greenberg Traurig, LLP
333 S.E. 2nd Avenue, Suite 4400
Miami, FL 33131
Attention: Ryan D. Bailin, Esq.
Telephone: (305) 579-0508
Email: Ryan.Bailline@gtlaw.com
Wincopin Circle LLLP
c/o Enterprise Community Asset Management, Inc.
11000 Broken Land Parkway, Suite 700
Columbia, Maryland 21044
Attention: Asset Management
Email: legal@enterprisecommunity.org
Attention: Chief Legal Officer
Bocarsly Emden Cowan Esmail & Arndt LLP
633 W Fifth St. Suite 5880
Los Angeles, California
Tel: 213-239-8000
Email: mhopkins@bocarsly.com
Attention: Michael Hopkins
Except as otherwise provided in this Agreement, notice shall be deemed given upon hand
delivery or five (5) business days after depositing the same with the U.S. Postal Service. The
address or designated representative of the parties may be changed by notice given in accordance
with this section.
12.9 CONFLICTS WITH APPLICABLE LAWS. If any provision of this Agreement conflicts
with any applicable law or regulation, only the conflicting provision shall be deemed by the parties
hereto to be modified, or to be deleted if modification is inappropriate, to cause the provision to
be consistent with the law or regulation. However, the obligations under this Agreement, as
modified, shall continue and all other provisions of this Agreement shall remain in full force and
effect. To the extent of any conflict between the applicable laws for the Loan Documents and
applicable laws for any other loan documents, agreements, or recorded documents associated with
the Project, whichever applicable law is strictest will control.
12.10 ENTIRE AGREEMENT. This Agreement and its Exhibits described as follows contain all
the terms and conditions of the Agreement between the parties:
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Exhibit A Legal Description
Exhibit B Scope of Work/Project Schedule
Exhibit C Budget
Exhibit D Form of Disbursement Agreement
Exhibit E Affirmative Marketing Procedures and Responsibilities
Exhibit F Form of Mortgage and Security Agreement
Exhibit G Form of Declaration of Restrictive Covenants
Exhibit H Form of Rent Regulatory Agreement
Exhibit I Signage Requirements
Exhibit J Additional Insurance Requirements
Exhibit K Anti -Human Trafficking Affidavit
Schedule A Permitted Senior Financing
12.11 WAIVER OF JURY TRIAL. Neither the Borrower, the Borrower, the Project
subcontractor(s),nor any other person liable for the responsibilities, obligations, services and
representations herein, nor any assignee, successor, heir or personal representative of the Borrower ,
the Project subcontractors or any other person or entity shall seek a jury trial in any lawsuit,
proceeding, counterclaim or any other litigation procedure based upon or arising out of this
Agreement, or the dealings or the relationship between or among such persons or entities, or any of
them. Neither the Borrower, the Borrower, nor the Project subcontractors, nor any other person or
entity will seek to consolidate any such action in which a jury trial has been waived with any other
action. The provisions of this paragraph have been fully discussed by the parties hereto, and the
provisions hereof shall be subject to no exceptions. Neither party to this Agreement has in any manner
agreed with or represented to any other party that the provisions of this paragraph will not be fully
enforced in all instances.
12.12 GOVERNING LAW AND VENUE. This Agreement shall be construed and enforced
pursuant to the laws of the State of Florida, excluding all principles of choice of laws, conflict of
laws and comity. Any action pursuant to a dispute under this Agreement must be brought
in Miami -Dade County and no other venue. All meetings to resolve said dispute,
including voluntary arbitration, mediation, or other alternative dispute resolution
mechanism, will take place in this venue. The parties both waive any defense that venue
in Miami -Dade County is not convenient.
12.13 HCLC AWARD MEMORANDA. The award memoranda and decisions of the HCLC
dated July 19, 2023, and as affirmed on September 26 , 2023, and October 29, 2024, and June 25,
2025 ' ("Award Memoranda") are hereby incorporated by reference. To the extent of any conflict
between the Award Memoranda and the Loan Documents and when interpreting the intent of the
Loan Documents, whichever provision is strictest will control. To the extent of any conflict
between the Award Memoranda, the most recent Award Memorandum controls.
12.14, COUNTERPARTS. This Agreement may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, and such counterparts shall together
constitute but one and the same Agreement. The parties shall be entitled to sign and transmit an
electronic signature of this Agreement (whether by facsimile, PDF or other email transmission),
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which signature shall be binding on the party whose name is contained therein. Any party
providing an electronic signature agrees to promptly execute and deliver to the other parties an
original signed Agreement upon request.
12.15 INCREASE IN PROJECT COSTS. In the event that the Project's costs increase by ten
percent (10%) or more of the Budget that is attached as Exhibit "C," and Borrower is unable to
secure the requisite funding to cover the additional expense within 60 calendar days before the
Project's construction commences, then the City is permitted to recommend to HCLC that the
Bond Funds should be de -obligated for this Project.
12.16 TENANT LOTTERY. The selection of eligible tenants to occupy the Bond Assisted
Units shall be from the results of a tenant lottery, which shall be conducted with a representative
of the"City of Miami present. In addition, the Borrowers and the Bond Assisted Units shall
comply with the requirements of the City of Miami Ordinance #13645 regarding Resident
Preference.
12.17 COSTS, INCLUDING ATTORNEY'S FEES. The Borrower agrees to pay when due for
which an invoice is provided, all reasonable costs and expenses in connection with the
administration or monitoring of compliance with this Agreement and all related documents and
any other documents which may be delivered in connection with this Agreement or the
transactions contemplated hereby, including, without limitation, the reasonable fees and out of
pocket expenses of the City and of counsel and any agents or consultants for the City, with
respect thereto, in connection with the administration or monitoring of this Agreement and such
other documents as may be delivered in connection herewith. In addition, the Borrower shall
pay any and all stamps and other taxes and fees payable or determined to be payable in
connection with the execution, delivery, filing and recording of this Agreement and such other
documents as may be delivered in connection herewith, and agrees to save the City harmless
from and against any and all liabilities with respect to or resulting from any delay in paying or
omission to pay such taxes and fees.
In the event litigation, arbitration, or mediation, between the parties hereto,
arises out of the terms of this Agreement, each party shall be responsible for its own
attorney's fees, costs, charges, and expenses through the conclusion of all appellate
proceedings, and including any final settlement or judgment.
12.18 The Borrower's obligations pursuant to this Agreement shall be binding upon and
inure to the respective heirs, personal and legal representatives, trustees and successors and
assigns of the Parties hereto, including each and every such Parry's past and present parent,
subsidiary, affiliate or predecessor entities, any and all entities by which or under a name by
which any Party has been known or has done business, and any and all of his, hers, its and/or
their respective past and present officers, commissioners, directors, principals, trustees,
administrators, agents, attorneys, accountants, insurers, reinsurers, servants, employees,
shareholders, members, managers, partners, heirs, and representatives.
12.19 Any references to federal regulations and programs in this Agreement and its
exhibits are intended to be for illustrative purposes and not an indication that the Project is
Page 37 of 40
ACTIVE 716680207v3
specifically subject to the cited regulations. Nonetheless, if this Agreement requires the
Borrower to comply with referenced federal regulations and programs, the City and the Borrower
agree that compliance shall be required as if the Project was subject to those federal regulations
and programs, unless otherwise determined by the City in its sole discretion.
12.20 Borrower specifically acknowledges and agrees to comply with City of Miami
Ordinance No. 13491, § 2-415.
12.21 Parties agree that the Loan will be non recourse except that the exceptions to non -
course applicable to any Permitted Senior Financing shall also apply to this Loan.
12.22 The Borrower has represented that no Florida documentary stamps or intangible
taxes are required to paid on the Note or the Mortgage. The Borrower hereby agrees to
indemnify and to defend and hold the Lender and all of its affiliates, successors, and assigns
harmless against any and all documentary stamp taxes and intangible taxes, if any, imposed
assessed or claimed as a result of or arising out of: (i) Lender's acceptance and/or ownership of
the Note or Mortgage (or any other loan document pertaining to the loan referenced to therein);
or (ii) the execution or delivery of the Note and the Mortgage (or any other loan document
pertaining to the loan referred to therein) (it being understood that any reference herein to
documentary stamp taxes and intangible taxes include any and all penalties, interest and
attorneys' fees incurred by the Lender in connection therewith), and the Borrower agrees to pay
any and all such documentary stamp taxes or intangible taxes upon demand. In the event of a
failure by the Borrower to pay such documentary stamp taxes and intangible taxes upon demand
and should the Lender elect to pay the same, all such charges shall be secured by the lien of the
Note and the Mortgage and shall bear interest at the Default Rate, as provided in the Note, from
the date of advance by the Lender until paid by the Borrower. The provisions of this Section
shall survive repayment of the Notes and the satisfaction of the Note and Mortgage so long as a
claim may be asserted by the State of Florida or any of its agencies.
[Remainder of page left Blank]
[Signatures on Following Pages]
Page 38 of 40
ACTIVE 716680207v3
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their undersigned officials as duly authorized.
BORROWER:
WITNESSES:
YAEGER PLAZA PARTNERS, LLC, a Florida limited liability company
By: Yaeger Plaza Partners, LLC, a Florida
limited liability company, its manager
A' Wtuv itr1Z- By: Integral`: orida, LLC, a F orida limited liability
company
Print Name: ItL/` 1
STATE OF FLORIDA
}
COUNTY OF MIAMI-DADE } SS:
By:
Nam
Titl: Ma ager
ACKNOWLE 1 GMENT
The foregoing instrument was acknowledged before me by means of L'�'J physical presence or O
online notarization, this3d day of DceembeK, 2025 by Kareem T. Brantley as Manager of
Integral Florida, LLC, a Florida limited liability company, the manager of Yaeger Plaza Partners,
LLC, a Florida limited liability company. She/He is personally known to me or has produced
as identification.
rrrumnnunp
0000
= �0 i.4 - " I CI � �
:% - Print N e >✓�' J
• MY
Es E 14YR OMMt14lON Notary Public, State of Florida at large
"__ o'. N� ES 12- -2027
FLO•sc°:t:.6,\;'s.-"W
Page 1 of 40
ACTIVE 716680207v2
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their undersigned officials as duly authorized.
ATTEST:
Date:
APPROVED
REQUIRE
David Ruiz /
Interim Direct. of Risk Management City Attorney 9\v) 0, 23_tso
CITY:
CITY OF MIAMI, a muni ' . al corporation of the
State of Florida
Arthur Noriega V, C anager
APPROVED AS TO FORM AND
CORRECTNESS:
APPROVED AS TO
DEPARTMENTAL REQUIREMENTS:
By:yL1 i
Victor T. urner
Director of the Department of Housing and
Community Development
George . Wysong 9II
Page 2 of 40
ACTIVE 716680207v2
Exhibit A
Legal Description of the Property
ACTIVE 716680207v2
EXHIBIT A
LEGAL DESCRIPTION OF PREMISES
Property Address: 1199 Northwest 62 Street, Miami, FL 33150
Property Folio No.: 01-3114-021-0950
Legal Description: Lots 1, 2, 3 and 4 and the West 15 feet of Lot 5 Block 5, WOODMERE,
according to the Plat thereof, as recorded in Plat Book 14, Page l lof the Public Records of Dade
County, Florida.
Exhibit B
Scope of Work/Project Schedule
ACTIVE 716680207v2
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Exhibit C
Budget
ACTIVE 716680207v2
City of Miami - Department of Community Development
COST ALLOCATION REPORT
Financing Sources: Specify Name
Total Project
%
1st Mortgage
Other:
FHFC SAIL
Other:
FHFC NHTF
Other:
MDC
SURTAX
Other: City
of Miami
GOB
TC Equity
Investment
Developer
Investment
Land Acquisition
1,400,010
3%
1,400,010
Hard Costs
31,500,000
15,500,000
3,750,000
1,850,000
2,500,000
2,990,000
4,910,000
Construction (incl. Site work)
62%
Construction contingency
1,574,500
3%
1,574,500
Construction: Concrete/Soil Test
45,000
0%
45,000
Appliances
500,000
1%
500,000
Construction Supervision
44,000
0%
44,000
Total Hard Costs
33,663,500
66%
15,500,000
3,750,000
1,850,000
2,500,000
2,990,000
7,073,500
-
Soft Costs
834,080
834,080
Arch Design, Civil Engineering
2%
Impact & School Fees
249,463
0%
249,463
Permits / Fees
261,960
1%
261,960
Legal
238,000
0%
238,000
Licenses / Environmental / Util Fees
85,000
0%
85,000
Appraisal / Surveys
85,125
0%
85,125
Insurance: Construction Period
874,620
2%
874,620
Marketing /Advertising
65,000
0%
65,000
Loan Closing / Financing Fees
1,570,570
3%
1,570,570
Interest/Carrying Costs
4,725,289
9%
4,725,289
Title Insurance & Recording
153,924
0%
153,924
Taxes
25,000
0%
25,000
Construction Acctg
37,500
0%
37,500
For Use by City: City incurred costs
10,000
0%
10,000
Developer's Fees & Overhead
6,300,000
12%
3,701,943
2,598,057
Soft Cost Contingency
527,788
1%
527,788
Total Soft Costs
16,043,319
• 31%
-
-
-
10,000
13,435,261
2,598,057
Total Project Cost
51,106,829
100%
15,500,000
3,750,000
1,850,000
2,500,000
3,000,000
21,908,771
2,598,057
Percent of City Funding to TDC
Total Units
Number of City Units
Percent of City Units to Total Units
City Subsidy Per Assisted Unit
10/11/2024 17:26
6%
135
68
50.4%
$44,118
Total Square Footage
Total Cost per S/F
197,710
$258.49
Total Livable Area
97,098
Total Livable Area of City Assisted Units
45,960
Percent of City Area to Total
- 47.3%
Exhibit D
Form of Disbursement Agreement
ACTIVE 716680207v2
Exhibit E
Affirmative Marketing Procedures and Responsibilities
ACTIVE 716680207v2
Note to all applicants/respondents: This form was developed with Nuance, the official HUD software for the creation of HUD forms.
HUD has made available instructions for downloading a free installation of a Nuance reader that allows the user to fill-in and save this
form in Nuance. Please see http://portal.hud.00v/hudoortal/documents/huddoc?id=nuancereaderinstall.pdf for the instructions. Using
Nuance software is the only means of completing this form.
Affirmative Fair Housing
Marketing Plan (AFHMP) -
Multifamily Housing
U.S. Department of Housing
and Urban Development
Office of Fair Housing and Equal Opportunity
OMB Approval No. 2529-0013
(exp.1/31/2021)
1 a. Project Name & Address (including City, County, State & Zip Code)
Yaeger Plaza
1177 NW 62 Street
Miami, FL 33150
1 b. Project Contract Number
TBD
Id. Census Tract
lc. No. of Units
135
0019.01
le. Housing/Expanded Housing Market Area
Housing Market Area: City of Miami
Expanded Housing Market Area: Miami -Dade
County
If. Managing Agent Name, Address (including City, County, State & Zip Code), Telephone Number & Email Address
Integral Property Management LLC; 191 Peachtree St NE Ste 4100, Atlanta, GA 30303
lg. Application/Owner/Developer Name, Address (including City, County, State & Zip Code), Telephone Number & Email Address
Yaeger Plaza Partners, LLC - 690 Lincoln Road #203, Miami Beach, FL 33139
1 h. Entity Responsible for Marketing (check all that apply)
Owner n Agent ❑ Other (specify)
Position, Name (if known), Address ( including City, County, State & Zip Code), Telephone Number & Email Address
Melissa Fanfan, 690 Lincoln Road #203, Miami Beach, FL 33139 - (305) 206-7018
1i. To whom should approval and other correspondence concerning this AFHMP be sent? Indicate Name, Address (including City,
State & Zip Code), Telephone Number & E-Mail Address.
Marvin Wilmoth, 690 Lincoln Road #203, Miami Beach, FL 33139
2a. Affirmative Fair Housing Marketing Plan
Plan Type
Initial Plan
Reason(s) for current update:
Date of the First Approved AFHMP:
New Construction
2b. HUD -Approved Occupancy of the Project (check all that apply)
El Elderly Z Family
❑ Mixed (Elderly/Disabled) Disabled
2c. Date of Initial Occupancy
11/12/2027
2d. Advertising Start Date
Advertising must begin at least 90 days prior to initial or renewed occupancy for new
construction and substantial rehabilitation projects.
Date advertising began or will begin
09/12/2027
For existing projects, select below the reason advertising will be used:
To fill existing unit vacancies
To place applicants on a waiting list (which currently has individuals)
To reopen a closed waiting list El (which currently has individuals)
Previous editions are obsolete Page 1 of 8
Form HUD-935.2A (12/2011)
3a. Demographics of Project and Housing Market Area
Complete and submit Worksheet 1.
3b. Targeted Marketing Activity
Based on your completed Worksheet 1, indicate which demographic group(s) in the housing market area is/are least likely to apply for the
housing without special outreach efforts. (check all that apply)
0✓ White ❑✓ American Indian or Alaska Native Asian
Z 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
Please Select Yes or No
(2) Is the residency preference area:
The same as the AFHMP housing/expanded housing market area as identified in Block le?
(3)
Yes
The same as the residency preference area of the local PHA in whose jurisdiction the project is located?
What is the geographic area for the residency preference?
Yes
Miami -Dade County
(4) What is the reason for having a residency preference?
Operating jurisdiction for Miami -Dade County Public Housing and Community Development
(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)?
Integral Property Management Employees are trained to handle all Fair Housing and Discrimination situations. Executive
Management, Regional Managers and Compliance department staff monitors all employees on a regular basis to ensure
non-discrimination and Equal Opportunity requirements are met.
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.
0✓ Rental Office ❑ Real Estate Office El 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 El Real Estate Office Model Unit ❑ Other (specify)
5c. Project Site Sign
Project Site Signs, if any, must display in a conspicuous position the HUD approved Equal Housing Opportunity logo, slogan, or statement
(24 CFR 200.620(f)). Check below all locations where the Project Site Sign will be displayed. Please submit photos of Project signs.
❑✓ Rental Office ❑ Real Estate Office D Model Unit ❑ Entrance to Project ❑ Other (specify)
The size of the Project Site Sign will be 3' x
5'
The Equal Housing Opportunity logo or slogan or statement will be 4" x
4"
6. Evaluation of Marketing Activities
Explain the evaluation process you will use to determine whether your marketing activities have been successful in attracting
individuals least likely to apply, how often you will make this determination, and how you will make decisions about future marketing
based on the evaluation process.
Integral Property Management will review our waiting list and current resident demographics and compare these to the census
demographics for our community. In doing so, we will determine if those populations least likely to apply to the property are now
more represented on the waiting list as well as the current residents and will evaluate out marketing efforts if improvements are
necessary.
Advertisements for available units will be placed in the Miami Herald and Miami Times to target potential Asian and white
residents. Additionally a monthly letter will be sent to the Great Miami Chamber of Commerce in order to market to those
communities.
For American Indian or Alaska Native the residents, a monthly letter will be sent to the Seminole Tribe of Florida in order to
market to that community.
For Native Hawaiian or Pacific Islander residents, a monthly letter will be sent to the Asian Pacific Islander American Public
Affairs in order to market to that community.
There will be opportunities for residents in the targeted population in Yaeger Plaza. The non -subsidized units will be available to
the general public and marketing/ outreach will be provided as indicated below.
Previous editions are obsolete
Page 3 of 8
Form HUD-935.2A (12/2011)
7a. Marketing Staff
What staff positions are/will be responsible for affirmative marketing?
Property Manager, Regional Manager, and Compliance Manager
7b. Staff Training and Assessment: AFHMP
(1) Has staff been trained on the AFHMP?
(2) Has staff been instructed in writing and orally on non-discrimination and fair housing policies as required by
24 CFR 200.620(c)?
(3) If yes, who provides instruction on the AFHMP and Fair Housing Act, and how frequently?
Yes
Yes
At least once a year or more if needed. Outside compliance in-house training.
(4) Do you periodically assess staff skills on the use of the AFHMP and the application of the Fair Housing
Act?
Yes
(5) f yes, how and how often?
Review of the AFHMP annually to ensure it is up to date and that al staff are aware of their responsibilities regarding
marketing of the property.
7c. Tenant Selection Training/Staff -
(1) Has staff been trained on tenant selection in accordance with the project's occupancy policy, including any residency preferences?
Yes
(2) What staff positions are/will be responsible for tenant selection?
Property Manager and Regional Manager
7d. Staff Instruction/Training:
Describe AFHM/Fair Housing Act staff training, already provided or to be provided, to whom it was/will be provided, content of training,
and the dates of past and anticipated training. Please include copies of any AFHM/Fair Housing staff training materials.
Employees are trained by private companies at lest once a a year outsourced by Integral Property Management and on-line training
seminars.
Previous editions are obsolete
Page 4 of 8
Form HUD-935.2A (12/2011)
8. Additional Considerations Is there anything else you would like to tell us about your AFHMP to help ensure that
your program is marketed to those least likely to apply for housing in your project? Please attach additional sheets, as
needed.
Integral Property Management Company mandates that all employees attend continuing education classes to ensure Fair Housing
and Equal Opportunity requirements are met and to acquire the skills necessary to implement adequate AFHMP and tenant
selection procedures.
9. Review and Update
By signing this form, the applicant/respondent agrees to implement its AFHMP, and to review and update its AFHMP
in accordance with the instructions to item 9 of this form in order to ensure continued compliance with HUD's Affirmative Fair
Housing Marketing Regulations (see 24 CFR Part 200, Subpart M). I hereby certify that all the information stated herein,
as well as any information provided in the accompaniment herewith, is true and accurate. Warning: HUD will prosecute
false claims and statements. Conviction may result in criminal and/or civil penalties. (See 18 U.S.C. 1001, 1010, 1012;
31 U.S.C. 3729, 3802).
Signa)ure of person submitting this Plan & Date of Submission (mm/dd/yyyy)
/7N
Nam (type or print)
W. Marvin Wilmot h Jr.
Title & Name of Company
Executive, Integral Florida
For HUD -Office of Housing Use Only
Reviewing Official:
For HUD -Office of Fair Housing and Equal Opportunity Use Only
nApproval n Disapproval
Signature & Date (mm/dd/yyyy)
Signature & Date (mm/dd/yyyy)
Name
(type
or
print)
Title
Name
(type
or
print)
Title
Previous editions are obsolete Page 5 of 8
Form HUD-935.2A (12/2011)
Public reporting burden for this collection of information is estimated to average six (6) hours per initial response, and four (4) hours for
updated plans, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data
needed, and completing and reviewing the collection of information. This agency may not collect this information, and you are not
required to complete this form, unless it displays a currently valid Office of Management and Budget (OMB) control number.
Purpose of Form: All applicants for participation in FHA subsidized and unsubsidized multifamily housing programs with five or more
units (see 24 CFR 200.615) must complete this Affirmative Fair Housing Marketing Plan (AFHMP) form as specified in 24 CFR
200.625, and in accordance with the requirements in 24 CFR 200.620. The purpose of this AFHMP is to help applicants offer equal
housing opportunities regardless of race, color, national origin, religion, sex, familial status, or disability. The AFHMP helps
owners/agents (respondents) effectively market the availability of housing opportunities to individuals of both minority and non -minority
groups that are least likely to apply for occupancy. Affirmative fair housing marketing and planning should be part of all new
construction, substantial rehabilitation, and existing project marketing and advertising activities.
An AFHM program, as specified in this Plan, shall be in effect for each multifamily project throughout the life of the mortgage (24 CFR
200.620(a)). The AFHMP, once approved by HUD, must be made available for public inspection at the sales or rental offices of the
respondent (24 CFR 200.625) and may not be revised without HUD approval. This form contains no questions of a confidential nature.
Applicability: The form and worksheets must be completed and submitted by all FHA subsidized and unsubsidized multifamily
housing program applicants.
INSTRUCTIONS:
Send completed form and worksheets to your local HUD Office, Attention: Director, Office of Housing
Part 1: Applicant/Respondent and Project
Identification. Blocks 1 a, 1 b, 1 c, 1 g, lh, and 1 i are self-
explanatory.
Block 1 d- Respondents may obtain the Census tract
number from the U.S. Census Bureau
(http://factfinder2.census.gov/main.html) when
completing Worksheet One.
Block 1 e- Respondents should identify both the housing
market area and the expanded housing market area for
their multifamily housing projects. Use abbreviations if
necessary. A housing market area is the area from
which a multifamily housing project owner/agent may
reasonably expect to draw a substantial number of its
tenants. This could be a county or Metropolitan Division.
The U.S. Census Bureau provides a range of levels to
draw from.
An expanded housing market area is a larger
geographic area, such as a Metropolitan Division or a
Metropolitan Statistical Area, which may provide
additional demographic diversity in terms of race, color,
national origin, religion, sex, familial status, or disability.
Block 1f- The applicant should complete this block only if
a Managing Agent (the agent cannot be the applicant) is
implementing the AFHMP.
Part 2: Type of AFHMP
Block 2a- Respondents should indicate the status of the
AFHMP, i.e., initial or updated, as well as the date of the
first approved AFHMP. Respondents should also provide
the reason (s) for the current update, whether the update is
based on the five-year review or due to significant changes
in project or local demographics (See instructions for Part
9).
Block 2b- Respondents should identify all groups HUD has
approved for occupancy in the subject project, in
accordance with the contract, grant, etc.
Block 2c- Respondents should specify the date the project
was/will be first occupied.
Block 2d- For new construction and substantial
rehabilitation projects, advertising must begin at least 90
days prior to initial occupancy. In the case of existing
projects, respondents should indicate whether the
advertising will be used to fill existing vacancies, to place
individuals on the project's waiting list, or to re -open a
closed waiting list. Please indicate how many people are
on the waiting list when advertising begins.
Previous editions are obsolete Page 6 of 8 Form HUD 935.2A (12/2011)
Part 3 Demographics and Marketing Area.
"Least likely to apply" means that there is an
identifiable presence of a specific demographic
group in the housing market area, but members of
that group are not likely to apply for the housing
without targeted outreach, including marketing
materials in other languages for limited English
proficient individuals, and altemative formats for
persons with disabilities. Reasons for not applying
may include, but are not limited to, insufficient
information about housing opportunities, language
barriers, or transportation impediments.
Block 3a - Using Worksheet 1, the respondent
should indicate the demographic composition of the
project's residents, current project applicant data,
census tract, housing market area, and expanded housing
market area. The applicable housing market area
and expanded housing market area should be indicated
in Block le. Compare groups within rows/across columns on
Worksheet 1 to identify any under -represented group(s)
relative to the surrounding housing market area and expanded
housing market area, i.e., those group(s) "least likely to apply"
for the housing without targeted outreach and marketing. If there
is a particular group or subgroup with members of a protected
class that has an identifiable presence in the housing market area,
but is not included in Worksheet 1, please specify under "Other."
Respondents should use the most current demographic
data from the U.S. Census or another official source such
as a local government planning office. Please indicate the
source of your data in Part 8 of this form.
Block 3b - Using the information from the completed
Worksheet 1, respondents should identify the
demographic group(s) least likely to apply for the
housing without special outreach efforts by checking
all that apply.
Part 4 - Marketing Program and Residency Preference (if
any).
Block 4a - A residency preference is a preference for
admission of persons who reside or work in a specified
geographic area (see 24 CFR 5.655(c)(1)(ii)). Respondents
should indicate whether a residency preference is being
utilized, and if so, respondents should specify if it is new,
revised, or continuing. If a respondent wishes to utilize a
residency preference, it must state the preference area (and
provide a map delineating the precise area) and state the
reason for having such a preference. The respondent must
ensure that the preference is in accordance with the non-
discrimination and equal opportunity requirements in 24 CFR
5.105(a) (see 24 CFR 5.655(c)(1)).
Respondents should use Worksheet 2 to show how the
percentage of the eligible population living or working in the
residency preference area compares to that of residents of the project,
project applicant data, census tract, housing market area, and
expanded housing market area. The percentages would be the same as
shown on completed Worksheet 1.
Block 4b - Using Worksheet 3, respondents should describe
their use of community contacts to help market the project to those
least likely to apply. This table should include the name of a
contact person, his/her address, telephone number, previous
experience working with the target population(s), the
approximate date contact was/will be initiated, and the specific
role the community contact will play in assisting with affirmative
fair housing marketing or outreach.
Block 4c - Using Worksheet 4, respondents should describe
their proposed method(s) of advertising to market to those
least likely to apply. This table should identify each media
option, the reason for choosing this media, and the language
of the advertisement. Alternative 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 9 - Review and Update.
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.
By signing the respondent assumes responsibility for
implementing the AFHMP. Respondents must review their
AFHMP every five years or when the local Community
Development jurisdiction's Consolidated Plan is updated, or
when there are significant changes in the demographics of the
project or the local housing market area. When reviewing the plan,
the respondent should consider the current demographics of the
housing market area to determine if there have been demographic
changes in the population in terms of race, color, national
origin, religion, sex, familial status, or disability. The respondent will
then determine if the population least to likely to apply for the housing
is still the population identified in the AFHMP, whether the advertising
and publicity cited in the current AFHMP are still appropriate, or
whether advertising sources should be modified or expanded. Even if
the demographics of the housing market area have not
changed, the respondent should determine if the outreach
currently being performed is reaching those it is intended to
reach as measured by project occupancy and applicant data. If
not, the AFHMP should be updated. The revised AFHMP must
be submitted to HUD for approval. HUD may review whether the
affirmative marketing is actually being performed in
accordance with the AFHMP. If based on their review,
respondents determine the AFHMP does not need to be
revised, they should maintain a file documenting what was
reviewed, what was found as a result of the review, and why
no changes were required. HUD may review this
documentation.
Notification of Intent to Begin Marketing.
No later than 90 days prior to the initiation of rental
marketing activities, the respondent must submit notification
of intent to begin marketing. The notification is required by the
AFHMP Compliance Regulations (24 CFR 108.15). The
Notification is submitted to the Office of Housing in the HUD Office
servicing the locality in which the proposed housing will be located.
Upon receipt of the Notification of Intent to Begin Marketing from
the applicant, the monitoring office will review any previously
approved plan and may schedule a pre -occupancy conference.
"Such conference will be held prior to initiation of sales/rental
marketing activities. At this conference, the previously
approved AFHMP will be reviewed with the applicant to
determine if the plan, and/or its proposed implementation,
requires modification prior to initiation of marketing in order to
achieve the objectives of the AFHM regulation and the plan.
OMB approval of the AFHMP includes approval of this
notification procedure as part of the AFHMP. The burden hours
for such notification are included in the total designated for this
AFHMP form.
Previous editions are obsolete Page 8 of 8 Form HUD-935.2A (12/2011)
Worksheet 1: Determining Demographic Groups Least Likely to Apply for Housing Opportunities
(See AFHMP, Block 3b)
In the respective columns below, indicate the percentage of demographic groups among the project's residents, current project
applicant data, census tract, housing market area, and expanded housing market area (See instructions to Block 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
0.1
1.35
12.9
% Black or African
American
66.0
53.5
15.5
% Hispanic or Latino
30.0
39.9
68.8
% Asian
0.0
0.2
1.53
% American Indian or
Alaskan Native
0.0
0.0
0.21
% Native Hawaiian or
Pacific Islander
0.0
0.0
0.02
%Persons
with
Disabilities
1
% 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
in Worksheet 1)
Census Tract
(as determined
in Worksheet
1)
Housing Market
Area (as
determined
in Worksheet 1)
Expanded
Housing Market
Area
(as determined in
Worksheet 1)
Residency
Preference Area
(if applicable)
% White
% Black or African
American
-
% Hispanic or
Latino
% Asian
% American Indian
or Alaskan Native
% Native Hawaiian
or Pacific Islander
Persons with
Disabilities
Families with
Children under the
age of18
Other (specify)
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.
American Indian or Alaskan Native
Seminole Tribe of Florida
Attn: Mitchell Cyprus - President
6300 Sterling Road, Hollywood, FL 33024
Founded in 1957. Monthly letter to be provided to organization.
Asian
Asian American Justice Center
Attn: Jiny Kim - Vice President, Policy and Program
1620 L Street NW #1050, Washington, DC 20036; (202) 296-2300 ext. 141
Founded in 1991. Monthly letter to be provided to organization.
Native Hawaiian or Pacific Islander
Asian Pacific Islander American Public Affairs
Attn: Matusamy Swami - President
P.O. Box 770322, Orlando, FL 32877; (916) 928-8988
Founded in 2001. Monthly letter to be provided to organization.
White
Greater Miami Chamber of Commerce
Attn: Doug Bartel Sr, Director of Business Development, Media and External Relations
1601 Biscayne Blvd Miami, FL 33132 (305) 350-7700
Founded in 1907. Monthly letter to be provided to organization.
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 .
Targeted Population:
Targeted Population:
Targeted Population:
Newspaper(s)
Residents that
Miami Herald, Miami Times
qualified
under the program
requirements
Radio Station(s)
TV Station(s)
Electronic Media
Residents that
Integral Management Website
qualified
under the program
requirements
Bulletin Boards
Brochures, Notices, Flyers
Other (specify)
Resident Referral
Residents that qualified
under the program
requirements
Exhibit F
Form of Mortgage and Security Agreement
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Exhibit G
Form of Declaration of Restrictive Covenants
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Exhibit H
Form of Rent Regulatory Agreement
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Exhibit I
Signage Requirements
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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
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 FOR
YAEGER PLAZA
I. Commercial General Liability
Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $1,000,000
General Aggregate Limit (Per Job) $ 2,000,000
Products/Completed Operations $ 1,000,000
Personal and Advertising Injury $1,000,000
Endorsements Required
City of Miami listed as an additional insured
Contingent and Contractual Liability
Explosion, Collapse and Underground Hazard
Primary Insurance Clause Endorsement
Extended Completed Operations providing 3 years
coverage extension following project completion
Including Crane and Rigging Liability, as applicable
II. Business Automobile Liability
Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit
Any Auto
Including Hired, Borrowed or Non -Owned Autos
Any One Accident $ 1,000,000
Endorsements Required
City of Miami included as an additional insured
Including Crane and Rigging Liability, as applicable
ACTIVE 716680207v2
III. Worker's Compensation Limits of Liability (Part A): Statutory, per State of
Florida
Employer's Liability
A. Limits of Liability (Part B)
$1,000,000 for bodily injury caused by an accident, each accident.
$1,000,000 for bodily injury caused by disease, each employee
$1,000,000 for bodily injury caused by disease, policy limit
Waiver of subrogation
IV. Umbrella Policy (Excess Follow Form)
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $2,000,000
Aggregate $2,000,000
City of Miami listed as an additional Insured.
Coverage is excess follow form over all liability polices contained herein.
V. Professional Liability/Errors & Omissions
Any licensed design professional work such as that provided by architects,
engineers, construction consultants, etc., shall maintain professional liability
insurance:
Each Claim $2,000,000
Policy Aggregate $2,000,000
If claims made, retro Date applies prior to contract inception.
Coverage is to be maintained and applicable for a minimum of 3 years following
contract completion.
VI. Payment and Performance Bond
City listed as Obligee
VII. Builders' Risk
$TBD
Causes of Loss: All Risk -Specific Coverage Project Location
Valuation: Replacement Cost Total Cost of Renovation
Deductible: $ 10,000
ACTIVE 716680207v2
5% Maximum on Wind/Hail and Flood
A. Coverage Extensions:
City of Miami listed as loss payee
Including Storage and transport of materials, equipment, supplies of any kind to be
used on or incidental to the project.
Equipment Breakdown for testing of al mechanized, pressurized, or electrical
equipment.
VIII. Safety/claims and deductibles
Safety and loss control shall be exercised at all times by the Contractor for the protection of all
persons, employees, and property. Any hazardous conditions must be promptly identified,
reported, and action taken to mitigate as soon as possible.
Notice of claims/accidents/incidents associated with this agreement shall be reported to the
Contractor's insurance company and to the City's Risk Management department as soon as
practical.
The Contractor has the sole responsibility for all insurance premiums and shall be fully and
solely responsible for any costs or expenses as a result of a coverage deductible, co-insurance
penalty, or self -insured retention; including any loss not covered because of the operation of such
deductible, co-insurance penalty, self -insured retention, or coverage exclusion or limitation.
The above policies shall provide the City of Miami with written notice of cancellation or
material change from the insurer in accordance to policy provisions.
Companies authorized to do business in the State of Florida, with the following
qualifications, shall issue all insurance policies required above:
The company must be rated no less than "A-" as to management, and no less than "Class V"
as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M.
Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of
insurance are subject to review and verification by Risk Management prior to insurance
approval.
ACTIVE 716680207v2
INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE—
MFB LOAN AGREEMENT FOR YAEGER PLAZA
I. Commercial General Liability
Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $1,000,000
General Aggregate Limit $ 2,000,000
Products/Completed Operations $ 1,000,000
Personal and Advertising Injury $1,000,000
Endorsements Required
City of Miami listed as an additional insured
Contingent and Contractual Liability
Premises and Operations Liability
Primary Insurance Clause Endorsement
II. Business Automobile Liability
Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit
Any Auto
Including Hired, Borrowed or Non -Owned Autos
Any One Accident $ 1,000,000
Endorsements Required
City of Miami included as an additional insured
ACTIVE 716680207v2
III. Worker's Compensation
Limits of Liability
Statutory -State of Florida
Waiver of subrogation
Employer's Liability
A. Limits of Liability
$1,000,000 for bodily injury caused by an accident, each accident.
$1,000,000 for bodily injury caused by disease, each employee
$1,000,000 for bodily injury caused by disease, policy limit
The above policies shall provide the City of Miami with written notice of cancellation or
material change from the insurer not less than (30) days prior to any such cancellation or
material change, or in accordance to policy provisions.
Companies authorized to do business in the State of Florida, with the following qualifications,
shall issue all insurance policies required above:
The company must be rated no less than "A-" as to management, and no less than
"Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide,
published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies
and /or certificates of insurance are subject to review and verification by Risk
Management prior to insurance approval.
ACTIVE 716680207v2
INSURANCE REQUIREMENTS —LEASEHOLD MORTGAGE AND
SECURITY AGREEMENT —FOR YAEGER PLAZA
I. Commercial General Liability
Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $1,000,000
General Aggregate Limit $ 2,000,000
Products/Completed Operations $ 1,000,000
Personal and Advertising Injury $1,000,000
Endorsements Required
Mortgagee listed as an additional insured
Primary Insurance Clause Endorsement
Hired and Non Owned Auto Included
II. Worker's Compensation
Limits of Liability
Statutory -State of Florida
Waiver of subrogation
Employer's Liability
A. Limits of Liability
$1,000,000 for bodily injury caused by an accident, each accident.
$1,000,000 for bodily injury caused by disease, each employee
$1,000,000 for bodily injury caused by disease, policy limit
Letter may be provided if less than (4) employees
ACTIVE 716680207v2
III. PROPERTY
Commercial Property Insurance covering the Building and Business Personal Property of the
Project Sponsor. The property policy shall cover the perils insured under the ISO Special Causes
of Loss Special Form (CP 10 30), or a substitute form providing equivalent coverages written on
an All Risk or Direct Physical Loss or Damage basis with no coinsurance, including wind and
named storm coverage and hail not to exceed 5% deductible depending on market conditions,
along with earth movement and flood, if applicable. Coverage should be included for debris
removal, extended coverage, and demolition and increased cost of construction that are caused
by legal requirements regulating the construction or repair of damaged facilities or subject
property, including an ordinance and law endorsement, in an amount of not less than the
replacement cost of the property insured and leasehold improvements (exclusive of foundation
and excavation costs), trade fixtures and floor coverings. In addition, the policy should afford
coverage for sprinkler leakage, if applicable, as well as coverage for time element or business
income relative to loss of rents, along with boiler and machinery coverage, if applicable. The
amount of insurance shall equal the full estimated replacement cost of all real and business
personal property of the Project Sponsor.
The Mortgagee shall be included as loss payee under the commercial property insurance.
IV. Umbrella Liability
Each Occurrence
Policy Aggregate
$2,000,000
$2,000,000
Mortgagee listed as additional insured. Coverage is excess follow form
over the liability policies contained herein.
The above policies shall provide the City of Miami with written notice of cancellation or
material change from the insurer not less than (30) days prior to any such cancellation or
material change, or in accordance to policy provisions.
Companies authorized to do business in the State of Florida, with the following qualifications,
shall issue all insurance policies required above:
The company must be rated no less than "A-" as to management, and no less than
"Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide,
published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies
and /or certificates of insurance are subject to review and verification by Risk
Management prior to insurance approval.
ACTIVE 716680207v2
fa°-\.
ANTI -HUMAN TRAFFICKING
AFFIDAVIT
1. The undersigned affirms. certifies, attests, and stipulates as follows:
a. The entity is a non -governmental entity authorized to transact business in the State of Florida and
in good standing with the Florida Department of Suite, Division or Corporations.
b. The nongovernmental entity is either executing, renewing.,or extending a contract (including. but
not limited to. any amendments, as applicable) with the City of Miami ("City") or one of its
agencies. authorities. boards. trusts, or other City entity which constitutes a governmental entity as
defined in Section 287.138(1), Florida Statutes (2024).
c. The nongovernmental entity is not in violation of Section 737.06, Florida Statutes (2024), titled
"Human Trafficking."
d. The nongovernmental entity does not use "coercion" for labor or services as defined in Section
737.06, Florida Statutes (2024), attached and incorporated herein as Exhibit Affidavit-1.
2. Under penalties of perjury. I declare the following:
a. I have read and understand the foregoing Anti -Human Trafficking Affidavit and that the facts.
statements and representations provided in Section 1 arc late and correct.
b. I am an officer or a representative of the nongovernmental entity authorized to execute this Anti -
Human Trafficking Affidavit.
Nongovernmental Entity: '!fer4'6 ;C-
Name:. (~14. `7,-41M Officer Title:
Signature of Officer:
Office Address: %/i.Gi)u5 22elrb S'u� --D 3 hsed r f L 3s/57
Email Address: k'' iWT t?1 - CU!'-f Main Phone Number:
FEIN No. ! _ /_ / /
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
Th.e;yyf__oregoing instrument wigsworn to andaubscrib d before me by mean+, o£. physical'presepee or q'aniitic"not rizutioti. this
ilavbI eeen,,eVbypreen%t e:42/,.,theauthntizedofficerorrepresentativeforthenongovermentalentity..
Heishc is ' eally knowii to•rnt.or 1iai��Lrr�6j,�+ls) ,•�`r`��� as identification.
MY.COMM!SSION
EXPIRES 12-14-2027 i-
�Uniiilin
u�`���
"'knrrmnpuip��
(NOTARY PUBLIC SEAL)
My Commission Expires:
attire Person Cakiy^Oiill eeoo
(Printed. Typed. or Stamped Ntune of Notary Public)
Schedule A
Permitted Senior Financing
1. Construction Loan from Bank OZK, an Arkansas state bank corporation ("Senior
Lender"), in the original principal amount of $33,000,00.00, as evidenced by a
Promissory Note and secured by a Leasehold Multifamily Mortgage, Assignment of
Leases and Rents, Security Agreement, and Fixture Filing made by Borrower in favor
of Senior Lender.
2. FHFC SAIL funds in the amount of $3,750,000.00 evidenced by a Promissory Note
and secured by a Leasehold Mortgage both from Borrower in favor of FHFC (the
"SAIL Loan").
3. FHFC NHTF funds in the amount of $1,850,000, evidenced by a Promissory Note and
secured by a Leasehold Mortgage both from Borrower in favor of FHFC (the "NHTF
Loan").
4. Miami -Dade County, Florida, a political subdivision of the State of Florida
("County"), HOME Loan in the amount of $2,000,000.00, evidenced by a Promissory
Note and secured by a Leasehold Mortgage both from Borrower in favor of County
(the "HOME Loan").
5. County Surtax funds in the amount of $500,000.00, evidenced by a Promissory Note
and secured by a Leasehold Mortgage both from Borrower in favor of County (the
"Surtax Loan").
ACTIVE 716680207v2
a5$ w1