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HomeMy WebLinkAbout25884AGREEMENT INFORMATION AGREEMENT NUMBER 25884 NAME/TYPE OF AGREEMENT OMNI CRA & 14TH STREET DEVELOPMENT LLC DESCRIPTION AMENDED & RESTATED RENT REGULATORY AGREEMENT/MIXED INCOME/MIXED USE RESIDENTIAL & RETAIL/FILE ID: 18194/CRA-R-25-0055 EFFECTIVE DATE December 19, 2025 ATTESTED BY TODD B. HANNON ATTESTED DATE 12/19/2025 DATE RECEIVED FROM ISSUING DEPT. 12/22/2025 NOTE Prepared by, and After recording return to: Ileana M. Jerez, Esq. Assistant City Attorney City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 Tel: (305) 416-1800 Note to Recorder: The following Amended and Restated Rent Regulatory Agreement by and between the below described Developer and the Omni Redevelopment District Community Redevelopment Agency, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes, amends and restates that certain Rent Regulatory Agreement for 14' Street Development dated March 28', 2022 and recorded on May 16', 2022 in Official Records Book 33187, Page 1048 and Clerk's File Number 2022R0394232 of the Public Records of Miami -Dade County, Florida. Property folio numbers: 01-3136-005-1110; 01-3136-005-1070; 01-3136-005-1060; 01-3136- 005-1180; 01-3136-005-1151; 01-3136-005-1150; 01-3136-005-1140; 01-3136-005-1130; 01- 3136-005-1090 AMENDED AND RESTATED RENT REGULATORY AGREEMENT FOR 14TH STREET DEVELOPMENT THIS AMENDED AND RESTATED RENT REGULATORY AGREEMENT ("Rent Regulatory Agreement") is entered into this A 1 day of pp,i4.v.e, 2025, between 14th Street Development LLC, a Florida limited liability company, its assigns or successors in interest, with a principal office located at 1600 NE 1st Avenue, Suite 3800, Miami, Florida 33132 (hereinafter referred to as "Developer") and the OMNI COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created by the City of Miami (the "City") pursuant to Florida Statutes Section 163.356, with a principal office located at 1401 N. Miami Avenue, 2nd Floor, Miami, Florida 33136 (hereinafter the "CRA"). The execution of this Rent Regulatory Agreement by the Developer is in connection with and contingent on the loan (the "Loan") and use of CRA funds, as authorized pursuant to Resolution No. CRA-R-21-0044 adopted October 28, 2021, and Resolution No. CRA-R-25-0055 adopted September 25, 2025, subject to the terms and conditions provided in the Economic Incentive Agreement to be executed by the Developer and the CRA (the "Agreement"), for the construction of a total of Three Hundred Ninety -Eight (398) affordable CRA-assisted units (the "CRA-Assisted Units") of that certain project formerly known as 14th Street Development and now known as UNI+DOS, located at the property identified by folio numbers 01-3136-005-1110; 01-3136-005-1070; 01-3136-005-1060; 01-3136-005-1180; 01-3136-005-1151; 01-3136-005- 1150; 01-3136-005-1140; 01-3136-005-1130; 01-3136-005-1090, Miami, Florida. The project means the Improvements constituting a mixed -income and mixed -use project consisting of Three Hundred Ninety -Eight (398) units of all units are affordable housing, located on the property identified by folio numbers: 01-3136-005-1110; 01-3136-005-1070; 01-3136-005-1060; 01-3136- Page 1 of 15 005-1180; 01-3136-005-1151; 01-3136-005-1150; 01-3136-005-1140; 01-3136-005-1130; 01- 3136-005-1090 within the Redevelopment Area (the "Project"). Developer intends to obtain financing from WALKER & DUNLOP, LLC, a Delaware limited liability company ("Lender") for the benefit of the Project, which loan will be secured by a Multifamily Mortgage, Assignment of Leases and Rents, and Security Agreement ("Security Instrument") dated and recorded in the official records of Miam-Dade County, Florida ("Records", and is insured by the United States Department of Housing and Urban Development ("HUD"). Developer has received, inter alia, a loan from the CRA, which CRA has required certain restrictions be recorded against the Project. HUD requires as a condition of its insuring Lender's financing to the Project, that the lien and covenants of the Rent Regulatory Agreement be subordinated to the lien, covenants, and enforcement of the Security Instrument. The CRA has agreed to subordinate the Rent Regulatory Agreement to the lien of the Security Instrument in accordance with the terms of this Rent Regulatory Agreement. In accordance with the requirements set forth in (i) the Agreement for the Funds and the Incentive Payments based on the Incremental TIF (each of those terms as defined in the Agreement) the Project creates, and (ii) the other documents of even date therewith between the Developer and the CRA, Three Hundred Ninety -Eight (398) units are considered "CRA-Assisted" and all of the CRA-Assisted Units are subject to the restrictions provided in this Rent Regulatory Agreement recorded on the subject property as legally described in Exhibit "A" of this Rent Regulatory Agreement, attached and incorporated herein by this reference. The Project will, during the Affordability Period (as defined below), maintain the following unit mix structure) ("Unit Mix"): 14tb Street Unit Mix Number of units Percentage of total units Studios 1- Bedrooms 2 Bedrooms Total Units 398 100% 24 280 94 Affordable to Residents at 60% AMI 19 5% 1 14 4 Affordable to Residents at 80% 39 10% 2 28 9 1 The unit mix structure herein is based on the design plans at the time of execution and are still subject to future changes, including the review and approval of the relevant local authorities. Any changes into the overall unit mix or unit types by more than 5% will require an Amendment this Rent'Regulatory Agreement to be approved and executed by the Executive Director of the CRA. Such Amendment will adjust the restrictions, accordingly pro rata, to maintain the current restriction mix percentages. In the avoidance of doubt, during the term of the Loan, the Project will never consist of less than Three Hundred Ninety -Eight 398 CRA Assisted Units. Page 2 of 15 AMI Affordable to Residents at 100% AMI 60 15% 4 42 14 Affordable to Residents at 120% AMI 81 20% 5 56 20 Affordable to Residents at 140% AMI 199 50% 12 140 47 Developer hereby agrees to the following terms, conditions, and covenants until the Expiration of the Affordability Period: (1) New -Tenant Occupancy Requirements. When an existing tenant vacates its unit, such unit (or any other unit with an equivalent configuration) shall thereafter be made available to tenants who qualify under the occupancy requirements of the CRA-Assisted Unit requirements as set forth in this Regulatory Agreement as follows: a. Maximum Rent Levels. The rents charged on all CRA-Assisted Units shall be subject to this Rent Regulatory Agreement. The monthly base rent charged on CRA- Assisted Units as described by the Unit Mix are subject to the maximum income levels and maximum rents published by the United States Department of Housing and Urban Development ("HUD") based on the Area Median Income, as adjusted for family size, established by HUD for Miami -Dade County, Florida (as adjusted by HUD from time to time, the "AMI"). In no event will the monthly base rent on a CRA-Assisted Unit exceed the maximum rent levels as provided for in this Paragraph (1)(a). The monthly base rents shall not be adjusted for changes in tenant income or HUD published maximum rents prior to the expiration of each tenant's then current term, excluding any future renewal options or extensions, if any, or the termination of such lease, as applicable. Subject to Article X of the Loan Agreement, the Project will maintain the Unit -Mix until the earlier to occur of (i) the expiration of the life of the CRA, (ii) the Expiration of the Affordability Period, or (iii) a termination directed by a Court of competent jurisdiction. As HUD adjusts the AMI, the Projects income level restrictions and rents will be adjusted accordingly. b. Income Re -certification. Tenant income restrictions for CRA- Assisted Units shall be certified by the Developer annually on the anniversary of each tenant's lease and maintained in the tenant file, subject to inspection by the CRA, in accordance with Paragraph (4) of this Rent Regulatory Agreement. c. Deposits and Pre -payments. Developer shall not require, as a condition of Page 3 of 15 occupancy or leasing of any CRA-Assisted Unit, any other consideration or deposit from the tenant, except for the prepayment of one month's rent, a security deposit not to exceed one additional month's rent and, if applicable, a one-time pet fee not to exceed Three Hundred Dollars ($300.00). (2) Prohibited Lease Provisions. The Developer's leases for CRA- Assisted Units shall not contain any of the following provisions: a. Agreement to be sued. A tenant lease may not contain a provision whereby the tenant agrees to be sued, admits guilt or consents to judgment in favor of the landlord in a lawsuit brought in connection with the lease. b. Agreement regarding treatment of property. A tenant lease may not contain a provision whereby the tenant agrees that the landlord may take, hold or sell personal property of the tenant household without notice and a court decision. This prohibition does not apply to personal property remaining in the unit after the tenant has vacated the premises. c. Waiver of notice. A tenant lease may not contain a provision whereby the tenant agrees that the landlord may institute a lawsuit without notice to the tenant. d. Waiver of legal proceedings. A tenant lease may not contain a provision whereby the tenant agrees that the landlord may evict the tenant or a household member without instituting a civil court proceeding in which the tenant has the opportunity to present a defense or before a court decision on the rights of the parties. e. Waiver of right to appeal a court decision. A tenant lease may not contain a provision whereby the tenant agrees to waive the tenant's right to appeal or otherwise challenge in court a court decision in connection with the lease. f. Agreement to pay legal costs, regardless of outcome. A tenant lease may not contain a provision whereby the tenant agrees to pay attorneys' fees or other legal costs even if the tenant wins the court proceeding brought by the landlord against the tenant. The tenant, however, may be obligated to pay the attorneys' fees and costs if the tenant loses the court proceeding brought by the tenant or landlord. g. Excusing owner from responsibility. A tenant lease may not contain a provision whereby the tenant agrees not to hold the landlord or the landlord's agents legally responsible for any gross negligence or willful misconduct. (3) Annual Reporting. Each year, on the anniversary of the issuance of the certificate of occupancy/certificate of completion for the Project in accordance with the Agreement, and at other times at the request of the CRA (but in no event more than three (3) times in any twelve (12) month period), the Developer shall furnish occupancy reports in a form approved by the CRA, and Page 4 of 15 shall provide the CRA with such other information as may be reasonably requested by the CRA relative to the Project's ongoing compliance with this Rent Regulatory Agreement related to Unit Mix and the tenants' income certification. Not providing the annual report is a material breach as outlined in the Loan Agreement. (4) Inspections. The Developer agrees to submit the CRA-Assisted Units to an annual re -inspection to ensure continuing compliance with all applicable housing codes, federal and local housing quality standards and regulatory requirements. The Developer will be furnished a copy of the results of each inspection within thirty (30) days of completion, and will be given thirty (30) days thereafter to correct any deficiencies or violations (provided however, in the event that the deficiencies or violations are not of a type which can be resolved in thirty (30) days, the Developer shall have an additional sixty (60) days of time to correct the same so long as Developer is diligently endeavoring to cause such correction). At any time, other than an annual inspection, the CRA may, in its discretion, inspect any CRA-Assisted Unit. The Developer and the tenant will be provided with the results of the inspection and the time and the method of compliance and corrective action that must be taken. All inspections by the CRA shall (1) be done during normal business hours, (2) upon at least seventy-two (72) hours prior notice to the Developer and tenant, and (3) in a manner so as to not materially interfere with the tenant's occupancy of the CRA- Assisted Unit. (5) Record -keeping. Developer shall keep copies of all records, calculations and information necessary to support tenant occupancy eligibility and monthly rental charges in addition to all leases and written notices to tenants with respect to the terms of this Rent Regulatory Agreement. (6) Default. Upon the occurrence of a violation of any provision of this Rent Regulatory Agreement, the CRA shall give written notice thereof to the Developer, by registered or certified mail, FedEx or similar overnight courier (with tracking confirmation), addressed to the Developer's address as stated in this Rent Regulatory Agreement, or to such other address(es) as may subsequently, upon appropriate written notice thereof to the CRA, be designated by the Developer. In the case of a Developer which is a corporation or partnership, notices may also be sent by the CRA to the address of the corporation's chief executive officer or to all general partners, as applicable, at the CRA's discretion. If such violation is not corrected to the CRA's reasonable satisfaction, within thirty (30) days after the date such notice is delivered (as evidenced by tracking information or USPS return receipt), without further notice the CRA may declare a default under this Rent Regulatory Agreement and under the Agreement executed in connection therewith, and may proceed to initiate any or all remedies at law or in equity provided for in the event of a default under such the Agreement or this Rent Regulatory Agreement. If the violation cannot practicably be cured within thirty (30) calendar days, then, subject to CRA's written approval the Developer may be granted an additional sixty (60) calendar days to cure the event of default. No additional time to cure shall be granted unless the Developer can show good cause for its inability to cure the event of default and the CRA, in writing, grants in whole or with conditions the Developer's Page 5 of 15 written request for additional time to cure the violation, such approval not to be unreasonably withheld. Notwithstanding anything stated herein to the contrary, the Developer may cure any default hereunder by (a) returning to the CRA the amount set forth in Section 15.4 of the Agreement, and (b) simultaneously with such payment terminating this Rent Regulatory Agreement without penalty to either party, upon written notice to the CRA. (7) Notices. All notices under this Rent Regulatory Agreement shall be in writing and addressed as follows: To Developer: With Copy to: To CRA: With Copy to: 14th Street Development, LLC 1600 NE 1st Avenue Miami, Florida 33132 Attention: Nir Shoshani, Manager N. R. Group Asset Management, Inc. 1600 NE 1st Avenue Miami, Florida 33132 Attn: Kristofor Nelson, General Counsel OMNI Community Redevelopment Agency 1401 North Miami Avenue Miami, Florida 33136 Attn: H. Bert Gonzalez, Executive Director George K. Wysong III City Attorney Office of the City Attorney City of Miami 444 S.W. 2nd Avenue Miami, Florida 33130-1910 (8) Fines. Upon the occurrence (and continuance beyond applicable grace, notice and/or cure periods) of a violation of any provision of this Rent Regulatory Agreement, and regardless of the nature of the violation, the CRA will assess (commencing upon the expiration of the applicable grace, notice and/or cure period) a flat monthly fine in the amount of Fifty Dollars and no/cents ($50.00) per CRA- Assisted Unit that is the subject of such violation up to a maximum of Five Thousand Dollars and no/cents ($5,000.00) per month, for each month the violation is not corrected, and pay same over to the CRA. The Developer shall pay said fines to the CRA, or its successor, within thirty (30) calendar days of receiving notice of the fines assessed against the Developer. If the Developer fails to pay the fines within thirty (30) calendar days of receiving notice, then the CRA shall withhold the amount of fines due and owing from Incentive Payments Page 6 of 15 in subsequent years. The remedy for violation provided in this section of this Rent Regulatory Agreement is cumulative with any and all remedies at law or in equity provided in the event of a default under this Rent Regulatory Agreement and the Agreement. (9) Tenant Notice. Developer agrees, during the Term (as defined in Section 13) of this Rent Regulatory Agreement, to furnish each tenant of a CRA-Assisted Unit, at the execution or renewal of any lease or upon initial occupancy, if there is no lease, with a written notice in the following form: The rent charged for your apartment and the services included in that rent are subject to a certain Rent Rent Regulatory Agreement between the landlord and the Omni Community Redevelopment Agency, for the term of the Affordability Period (as defined in such Rent Regulatory Agreement). A copy of the Rent Regulatory Agreement will be made available by the landlord to each tenant upon request. If there is no lease for a CRA-Assisted Unit, Developer shall maintain a file copy of such notice delivered to the tenant, with a signed acknowledgement of receipt by the tenant. All such notices to tenants will be made available for inspection upon request by the CRA. (10) No Conflict with the Agreement. The provisions of this Rent Regulatory Agreement are in addition to, and do not amend, alter, modify, or supersede in any respect, the provisions of the Agreement executed in connection with the Loan and TIF Incentive Payments. (11) Other Provisions and Restrictions. a. In the event of any conflict between any provision contained elsewhere in this Rent Regulatory Agreement and the Agreement and any provision contained in this Section 11, the provision contained in this Section 11 shall govern and be controlling in all respects as set forth more fully herein. b. Developer covenants that it will not take or permit any action that would result in a violation of the Internal Revenue Code of 1986, as amended, state or federal or local law, this Rent Regulatory Agreement, or Agreement. Notwithstanding the foregoing, nothing herein limits the CRA's ability to enforce the terms of the this Rent Regulatory Agreement or the Agreement, provided such terms do not conflict with statutory provisions of the National Housing Act or the regulations related thereto. The Developer represents and warrants that to the best of Developer's knowledge, this Rent Regulatory Agreement and the Agreement impose no terms or requirements that conflict with the National Housing Act and related regulations. c. This Rent Regulatory Agreement contains the entire agreement between the Parties. There are no promises, agreements, undertakings, warranties or representations, oral or written, express or implied, between the parties hereto other than as herein set forth. No Page 7 of 15 amendment or modification of this Rent Regulatory Agreement shall be valid unless the same is in writing and signed by the lawful representatives of the parties hereto. d. The CRA may require the Developer to indemnify, defend, and hold the CRA harmless from all loss, cost, damage and expense arising from any claim or proceeding instituted against CRA relating to the covenants set forth in this Rent Regulatory Agreement. e. The provisions of this Rent Regulatory Agreement including this Section 11 will be incorporated by reference into the Agreement. (12) Partial Invalidity. The invalidity of any paragraph or provision of this Rent Regulatory Agreement shall not affect the validity of the remaining paragraphs and provisions hereof (13) Term. This Rent Regulatory Agreement shall be effective until the Expiration of the Affordability Period. On the expiration of such period, this Rent Regulatory Agreement shall immediately lapse and be of no further force and effect without the necessity of any other written document or instrument. Notwithstanding the foregoing, upon such expiration, the Developer shall be permitted to prepare and record an instrument evidencing the expiration of and other termination of this Rent Regulatory Agreement in the Public Records of Miami -Dade County, Florida. (14) Definitions. All capitalized terms used herein and not otherwise defined shall have the meanings provided in the Agreement. (15) Exclusion of Commercial Spaces. Notwithstanding anything to the contrary in this Rent Regulatory Agreement or in the Agreement, it is expressly understood and agreed that all other terms, conditions, restrictions, and requirements of this Rent Regulatory Agreement shall exclude, and shall not apply to, or otherwise restrict or affect, the operation, maintenance, leasing, improvement, base rent and other additional rent determination and collection, and all other aspects of the Developer's management, leasing, and ownership of all or any portion of the commercial and retail spaces located in the Project, if applicable. (16) Severability. Invalidation of one of the provisions of this Rent Regulatory Agreement by judgment of Court shall not affect any of the other provisions of the Covenant, which shall remain in full force and effect. (17) Recordation. This Rent Regulatory Agreement shall be filed of record among the Public Records of Miami -Dade County, Florida, at the sole cost and expense of the Developer within fifteen (15) calendar days after all parties have executed this Rent Regulatory Agreement. (18) Governing Law and Venue. This Rent Regulatory Agreement shall be construed and enforced pursuant to the laws of the State of Florida, excluding all principles of choice of laws, Page 8 of 15 conflict of laws and comity. Any action pursuant to a dispute under this Rent Regulatory Agreement must be brought in Miami -Dade County and no other venue. All meetings to resolve said dispute, including voluntary arbitration, mediation, or other alternative dispute resolution mechanism, will take place in this venue. The parties both waive any defense that venue in Miami - Dade County is not convenient. Each party shall bear its own attorneys' fees and costs. (19) Counterparts; Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. (20) Waiver of Jury Trial. Developer and the CRA hereby knowingly, irrevocably, voluntarily, and intentionally waive any right either may have to a trial by jury in respect to any action, proceeding, claim, or counterclaim based on this Rent Regulatory Agreement and/or the Project, or arising out of, under, or in connection with this Agreement, the Project, any renewal(s) hereof, any amendment, extension, or modification of this Rent Regulatory Agreement, or any other agreement executed between the parties in connection with this Rent Regulatory Agreement, the Project or any other course of conduct, course of dealing, statements (whether verbal or written), or any other actions of any party hereto. This waiver is a material inducement for the CRA and the Developer to enter into this Rent Regulatory Agreement. (21) Mortgage Loan. Developer and the CRA hereby agree and acknowledge that Developer may obtain mortgage financing from a lender or lenders secured by a mortgage on the Project to be recorded in the Official Records of Miami -Dade County. Notwithstanding anything herein to the contrary, this Rent Regulatory Agreement shall not be subject to termination, other than as provided in the Agreement and the Loan Agreement. Notwithstanding the foregoing, in no event shall the CRA's lien position be subordinated beyond a 3rd priority lien to any senior financing. (22) Agreement To Run With The Land. All rights and obligations in this Agreement, shall be binding upon Developer and its respective successors and assigns, shall be reduced to writing and recorded in the Public Records of Miami -Dade County, Florida, and shall run with land. In the event all or any portion of the Property is conveyed to a third party, such successor owner shall be bound by the terms and provisions of this Agreement to the same extent as if such successor owner had executed this Agreement. (23) HUD Provisions. (23.1) Conflicts. In the event of any conflict between any provision contained elsewhere in this Rent Regulatory Agreement and any provision contained in this Section 23, the Page 9 of 15 provision contained in this Section 23 shall govern and be controlling in all respects as set forth more fully in this Section 23. (23.2) Definitions. (a) "Code" means the Internal Revenue Code of 1986, as amended. (b) "HUD" means the United States Department of Housing and Urban Development. (c) "HUD Regulatory Agreement" means the HUD Regulatory Agreement between Developer and HUD with respect to the Project, as the same may be supplemented, amended or modified from time to time. (d) "Lender" means WALKER & DUNLOP, LLC, a Delaware limited liability company, its successors and assigns. (e) "Mortgage Loan" means the mortgage loan made by Lender to the Developer pursuant to the Mortgage Loan Documents with respect to the Project. (f) "Mortgage Loan Documents" means the Security Instrument, the HUD Regulatory Agreement and all other documents required by HUD or Lender in connection with the Mortgage Loan. (g) "National Housing Act" means the National Housing Act, 12 USC § 1701 et seq., as amended. (h) "Program Obligations" has the meaning set forth in the Security Instrument. (i) "Residual Receipts" has the meaning specified in the HUD Regulatory Agreement. (j) "Security Instrument" means the mortgage or deed of trust from Developer in favor of Lender, as the same may be supplemented, amended or modified. (k) "Surplus Cash" has the meaning specified in the HUD Regulatory Agreement. (23.3) Other Hud Provisions. a) Notwithstanding anything in this Rent Regulatory Agreement to the contrary, the provisions hereof are expressly subordinate to (i) the Mortgage Loan Documents, including without limitation, the Security Instrument, and (ii) Program Obligations (the Mortgage Loan Documents and Program Obligations are collectively referred to herein as the "HUD Page 10 of 15 Requirements") Developer covenants that it will not take or permit any action that would result in a violation of the Code, HUD Requirements or Restrictive Covenants. In the event of any conflict between the provisions of the Rent Regulatory Agreement and the provisions of the HUD Requirements, HUD shall be and remains entitled to enforce the HUD Requirements. Notwithstanding the foregoing, nothing herein limits the CRA's ability to enforce the terms of the Rent Regulatory Agreement, provided such terms do not conflict with statutory provisions of the National Housing Act or the regulations related thereto. The Developer represents and warrants that to the best of Developer's knowledge this Rent Regulatory Agreement impose no terms or requirements that conflict with the National Housing Act and related regulations. b) In the event of foreclosure (or deed in lieu of foreclosure), this Rent Regulatory Agreement (including without limitation, any and all land use covenants and/or restrictions contained herein) does not terminate and shall survive foreclosure (or deed in lieu of foreclosure). c) Developer and the CRA acknowledge that Developer's failure to comply with the covenants provided in this Rent Regulatory Agreement does not and will not serve as a basis for default under the HUD Requirements, unless a separate default also arises under the HUD Requirements. d) In enforcing this Rent Regulatory Agreement the CRA will not file any claim against the Project, the Mortgage Loan proceeds, any reserve or deposit required by HUD in connection with the Security Instrument or HUD Regulatory Agreement, or the rents or other income from the property other than a claim against: (i) Available surplus cash, if the Developer is a for -profit entity; (ii) Available distributions of surplus cash and residual receipts authorized for release by HUD, if the Developer is a limited distribution entity; or (iii) Available residual receipts authorized for release by HUD, if the Borrower is a non-profit entity. e) For so long as the Mortgage Loan is outstanding, Borrower and CRA shall not further amend the Rent Regulatory Agreement, with the exception of clerical errors or administrative correction of non -substantive matters, without HUD's prior written consent. f) Subject to the HUD Regulatory Agreement, the CRA may require the Project Sponsor to indemnify and hold the CRA harmless from all loss, cost, damage and expense arising from any claim or proceeding instituted against CRA relating to the subordination and covenants set forth in this Rent Regulatory Agreement, provided, however, that Project Sponsors's obligation to indemnify and hold the CRA harmless shall be limited to available surplus cash and/or residual receipts of the Borrower. g) Intentionally Omitted. Page 11 of 15 THIS RENT REGULATORY AGREEMENT has been executed and delivered as of the day and year first above written. [Signature Page Follows] [Remainder of page intentionally left blank] Page 12 of 15 The statements and representations contained in this Rent Regulatory Agreement and all supporting documentation thereto are true, accurate, and complete. This certification has been made, presented, and delivered for the purpose of influencing an official action of HUD in insuring a multifamily loan, and may be relied upon by HUD as a true statement of the facts contained therein. Warning: Federal law provides that anyone who knowingly or willfully submits (or causes to submit) a document containing any false, fictitious, misleading, or fraudulent statement/certification or entry may be criminally prosecuted and may incur civil administrative liability. Penalties upon conviction can include a fine and imprisonment, as provided pursuant to applicable law, which includes, but is not limited to, 18 U.S.C. 1001, 1010, 1012; 31 U.S.C. 3729, 3802, 24 C.F.R. Parts 25, 28 and 30, and 2 C.F.R. Parts 180 and 2424. IN WITNESS WHEREOF, the parties hereto have caused this Rent Regulatory Agreement to be executed by their undersigned officials as duly authorized. DEVELOPER: 14th Street Development, LLC, a Florida WITNESSES: limited liability company NR Manager, LLC, Florida limited liability Print Name. ' company, its Manage Pri t ' G 1,(A (lQ vb By: Name: Nir Shoshani Title: Manager STATE OF FLORIDA COUNTY OF MIAMI-DADE ACKNOWLEDGEMENT The foregoing instrument was acknowledged before me by means of n�pcal presence or ❑ online notarization, this IG day of �C •, 2025, by Nir Shoshani, as Manager of NR Manager, LLC, a Florida limited liability company, Manager of 14th Street Development, LLC, a Florida limited liability company, on behalf of the limited liability company. He/she is personally to me or has produced as identification. No tate of Florida My Commission Expires: Page 13 of 15 IN WITNESS WHEREOF, the parties hereto have caused this Rent Regulatory Agreement to be executed by their undersigned officials as duly authorized. ATTEST: CRA: OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("CRA") By: By: d Hannon, i s he Board Date: /2 APPROV REQUI David Ru. Interim 1 irect r of Risk Management RANCE STATE OF FLORIDA COUNTY OF MIAMI-DADE . Suarez, xecutive irector APPROVED AS TO FORM AND CORRECTNESS: w?srii" George K. Wysong,r City Attorney The foregoing instrument was acknowledged before me by means of4physical presence or o online notarization, this 1q44% day of Dtctw , 2025, by Carlos 1. Suarez, Executive Director of OMNI COMMUNITY REDEVELOPMENT AGENCY of the City of Miami, a public agency and body corporate created pursuant to Florida Statutes Section 163.356, on behalf o the agency. He/she is personally known to me or has produced idficat'on. o"!;P',., JESLY DE LOS SANTOS =o`/� UAc% Notary Public -State of Florida = Commission # HH 250953 , TTTTg My Commission Expires '''a`` April 07, 2026 J� 0✓ No •' ubli of lon a My ' mmission Expires: Exhibit A Legal Description of the Properties Folio 01-3136-005-1110: Lot 7 and the North 20 feet of Lot 10, Block 16, "NORTH MIAMI", (also known as ROBBINS, GRAHAM AND CHILLINGSWORTH SUBDIVISION) according to the plat thereof, as recorded in Plat Book "A", Page 491/2, of the Public Records of Miami -Dade County, Florida, less the West 10 feet of said Lot 7 and further less the West 10 feet of the North 20 feet of said Lot 10, Block 16. Folio 01-3136-005-1060: Lot 2, Block 16, Robbins -Graham & Chillingsworth, also known as North Miami, less the West 10 feet thereof, according to the plat thereof, as recorded in Plat Book A, Page 49 %2, of the Public Records of Miami -Dade County, Florida. Folios 01-3136-005-1070 and 01-3136-005-1090: Lots 3 and 6 in Block 16, of ROBBINS, GRAHAM, & CHILLINGSWORTH'S SUBDIVISION, according to the Plat thereof, as recorded in Plat Book "A" at Page 49 1/2, of the Public Records of Miami -Dade County, Florida, less the West 10 feet thereof. Folios 01-3136-005-1130; 01-3136-005-1140; 01-3136-005-1150; 01-3136-005-1151; 01-3136- 005-1180: Lots 5, 8, 9 and 12 in Block 16, of ROBBINS, GRAHAM & CHILLINGWORTH' S SUBDIVISION, of the South 1/2 of the South 1/2 of the Northeast 1/2 of the Southeast 1/4 of the Northeast 1/4 of Section 36, Township 53 South, Range 41 East; the same being commonly known as "North Miami", according to the Plat thereof, as recorded in Plat Book "A", at Page 49 %2, of the Public Records of Miami -Dade County, Florida. 67),'