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HomeMy WebLinkAbout25888AGREEMENT INFORMATION AGREEMENT NUMBER 25888 NAME/TYPE OF AGREEMENT OMNI CRA & 14TH STREET DEVELOPMENT, LLC DESCRIPTION AMENDED & RESTATED MORTGAGE & SECURITY AGREEMENT/MIXED-USE & MIXED INCOME PROJECT/FILE ID: 18194/CRA-R-25-0055 EFFECTIVE DATE December 19, 2025 ATTESTED BY ATTESTED DATE DATE RECEIVED FROM ISSUING DEPT. 12/22/2025 NOTE 00 5 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 Mortgage and Security Agreement by the below described Mortgagor in favor of 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 Mortgage and Security Agreement, dated as of March 28, 2022 and recorded on May 16, 2022, in Official Records Book 33187, Pages 1060-1073 (the "Original Mortgage"). Note to Recorder: This mortgage is given to secure the financing of housing under Part V of Chapter 420 of the Florida Statutes and is exempt from taxation pursuant to Section 420.513 Florida Statutes. 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 MORTGAGE AND SECURITY AGREEMENT FOR 14th STREET DEVELOPMENT, LLC THIS AMENDED AND RESTATED MORTGAGE AND SECURITY AGREEMENT FOR 14Tn STREET DEVELOPMENT, LC (hereinafter referred to as the "Mortgage"), is executed and delivered the q. day of • d , 2025 by 14T11 STREET DEVELOPMENT, LLC, a Florida limited liability company whose address is 1600 NE 1st Avenue, Suite 3800, Miami, Florida 33132 (hereinafter collectively called "Mortgagor"), to the OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes, with a principal office located at 1401 N. Miami Avenue, Miami, FL, 33136 (hereinafter called "Mortgagee"). WITNESSETH THAT: FOR GOOD AND VALUABLE CONSIDERATION and also in consideration of the aggregate sum named in the promissory note from the Mortgagor in favor of the Mortgagee, in the original principal amount of Twenty -Seven Million 00/100 Dollars ($27,000,000.00) (the "Note"), and in order to secure the indebtedness and other obligations of the Mortgagor as set forth in the Note and herein, and the Mortgagor does mortgage, grant, bargain sell, alien, remise, release, convey, create a security interest in, and confirm unto the Mortgagee, in interest, that certain tract of land which the Mortgagor is now seized and possessed and in actual possession, situate in Miami -Dade County, State of Florida, located at 1445 North Miami Avenue, Miami, Florida, 33136, legally described as: Page 1 of 14 SEE EXHIBIT "A" ATTACHED HERETO AND INCORPORATED HEREIN TOGETHER WITH all structures and improvements now and hereafter located thereon, the rents, issues and profits thereof, all furniture, furnishings, fixtures and equipment now located thereon, and also all gas and electric fixtures, heaters, air conditioning, equipment, machinery, motors, baths, tubs, sinks, water closets, faucets, pipes and other plumbing and heating fixtures, refrigerators, blinds, and other window treatments, which are now or may hereafter pertain to or , be used with, in or on said premises, and which, even though they be detached or detachable, are and shall be deemed to be fixtures and accessions to the freehold and a part of the realty, and all additions thereto and replacements thereof, which real property, improvements and personality shall hereinafter collectively be referred to as the "Mortgaged Property". TO HAVE AND TO HOLD the same, together with all tenements and hereditaments and appurtenances, unto the Mortgagee in ownership estate. The Mortgagor does covenant with the Mortgagee that Mortgagor is indefeasibly seized of an estate in the Mortgaged Property that the Mortgagor has full power and lawful right to convey as aforesaid; that the Mortgaged Property is free from all encumbrances except as specified on Exhibit "B" attached hereto and incorporate herein; that the Mortgagor will make such further assurances to perfect the fee simple title to the Mortgaged Property in the Mortgagee as may reasonably be required; and that the Mortgagor does hereby fully warrant the title to the Mortgaged Property, and will defend the same against the lawful claims of all persons claiming by, through, or under Mortgagor, but against none other. PROVIDED ALWAYS, that if the Mortgagor shall either (i) comply with the terms of the Loan Agreement (as defined below) providing for the forgiveness of the Note, or (ii) pay unto the Mortgagee or otherwise perform and fulfill its obligations with respect to the indebtedness and obligations evidenced by the Note, and shall perform, comply with and abide by each and every one of the stipulations, agreements, conditions and covenants of the Note, this Mortgage, the CRA Disbursement Agreement, and the Construction Forgivable Loan Agreement by and between Mortgagor and Mortgagee and dated on or about the date hereof (the "Loan Agreement") and the other loan documents executed in connection herewith and therewith (hereinafter jointly referred to as the "Loan Documents") and the Covenant, Rent Regulatory Agreement and Economic Incentive Agreement (together with the Loan Documents, the "CRA 14th Street Documents"), then this Mortgage and the estate thereby created shall cease and be null and void. AND THE MORTGAGOR HEREBY COVENANTS AND AGREES AS FOLLOWS: 1. PERFORMANCE OF NOTE AND MORTGAGE. In the event that the Mortgagor fails to comply with the terms of the Loan Agreement providing for the forgiveness of the Note, then the Mortgagor shall pay or otherwise fully perform its obligations with respect to the payment of all and singular the principal, interest and other sums of money payable by virtue of the Note and this Mortgage, or either, promptly on the days when the same severally become due and payable, and shall perform, comply with and abide by each and every of the stipulations, agreements, conditions and covenants set forth in the Note, this Mortgage and the Loan Documents. Page 2 of 14 2. TAXES AND OTHER CHARGES. The Mortgagor shall pay when due and payable and before any interest, charge or penalty is due thereon, without any deduction, defalcation or abatement, all taxes, assessments, levies, liabilities, obligations, encumbrances, water and sewer rents and all other charges or claims of every nature and kind which may be imposed, suffered, placed, assessed, levied, or filed at any time against this Mortgage, the Mortgaged Property or any part thereof or against the interest of the Mortgagee therein, or which by any present or future law may have priority over the indebtedness secured hereby either in lien or in distribution out of the proceeds of any judicial sale, without regard to any law heretofore or hereafter to be enacted imposing payment of the whole or of any part upon the Mortgagee; and insofar as any such tax, assessment, levy, liability, obligation or encumbrance is of record, the same shall be promptly satisfied and discharged of record and the original official document (such as, for instance, the tax receipt or the satisfaction paper officially endorsed or certified) shall be placed in the hands of the Mortgagee no later than such dates; provided, however, that if the Mortgagor in good faith and by appropriate legal action shall contest the validity of any such items or the amount thereof, and shall have established on its books a reserve for the payment thereof in such amount as the Mortgagee may reasonably require, then the Mortgagor shall not be required to pay the item or to produce the required receipts: (a) while the reserve is maintained; and (b) so long as the contest operates to prevent collection, is maintained and prosecuted with diligence, and shall not have been terminated or discontinued adversely to the Mortgagor. The Mortgagor shall furnish the Mortgagee with annual receipted tax bills evidencing payment within ninety (90) days from their initial due date. 3. INTENTIONALLY DELETED. 4. ATTORNEYS' FEES AND COSTS. Subject to Paragraph 11, in the event litigation, arbitration, or mediation, between the Mortgagor and Mortgagee, arises out of the terms of this Mortgage, 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. 5. INSURANCE. The Mortgagor shall keep the buildings and improvements now or hereafter erected on the Mortgaged Property continuously insured under a policy or policies providing coverage on an "all risk" basis, in a sum not less than full insurable value, including wind, named storm and flood, if applicable. The CRA and the City shall be listed as a loss payee on this policy. In addition, the Mortgagor shall maintain in place during the term of this agreement a Commercial General Liability policy with limits of $1,000,000 per occurrence, $2,000,000 policy aggregate consistent with the requirements under the Loan Agreement. In addition, the Mortgagor should further provide umbrella liability with limits of $5,000,000 per occurrence and policy aggregate excess following form over the general liability policy. In the event any sum of Page 3of14 money becomes payable under such policy or policies, the Mortgagee shall have the option to receive and apply the same on account of the indebtedness secured by this Mortgage or to permit the Mortgagor to receive and use it, or any part thereof, for other purposes, without thereby waiving or impairing any equity lien or right under or by virtue of this Mortgage. In the event the Mortgagor fails to procure and maintain the insurance coverage required hereby, the Mortgagee may procure and pay for such insurance or any part thereof, without waiving or affecting its option to foreclose this Mortgage, or any right thereunder. Each and every such payment made by the Mortgagee shall be secured by this Mortgage; shall be due and payable in accordance with the Loan Documents. Notwithstanding any provision contained herein, Mortgagee will not exercise its option to receive or apply the insurance funds to the indebtedness if there has not been an Event of Default under the Loan Documents and Mortgagor demonstrates there are sufficient funds to rebuild, repair or restore the improvements on the Mortgaged Property. The rights of Mortgagee under this Section 5 are expressly subject to any permitted senior financing as approved by the CRA. 6. CARE OF THE MORTGAGED PROPERTY. The Mortgagor shall exercise reasonable care in the maintenance of the Mortgaged Property, and shall not permit, commit or suffer any waste, impairment or deterioration of the Mortgaged Property or any part thereof. In the event the Mortgagor fails to keep the Mortgaged Property in good repair, the Mortgagee may make such repairs as it may deem necessary in its sole discretion for the proper preservation thereof, and the full amount of each such payment shall be due and payable with interest at the maximum rate permitted by law on demand, and shall be secured by the lien of this Mortgage. 7. EXISTING/OTHER MORTGAGES AND OBLIGATIONS. Any default in the payment or terms and conditions of any existing or other mortgage(s), or any modification of, and/or acceptance of future advances from any existing or other mortgage(s), other than in connection with any permitted senior financing, without the notice and prior written approval of Mortgagee, shall constitute a default hereunder and the Mortgagee, at its option, may declare all sums due and payable and accelerate the entire indebtedness. The Mortgagee may, at its option, and without waiving its right to accelerate the indebtedness hereby secured and to foreclose the same, pay either before or after delinquency any or all of those certain obligations required by the terms hereof to be paid by the Mortgagor for the protection of the Mortgage security or for the collection of the indebtedness hereby secured. All sums so advanced or paid by Mortgagee shall be charged into the mortgage account, and every payment so made shall bear interest from the date thereof at the delinquent rate specified in said Note, and become an integral part thereof, subject in all respects to the terms, conditions and covenants of the aforesaid Note, and this Mortgage, as fully and to the same extent as though a part of the original indebtedness evidenced by said Note and secured by this Mortgage, excepting however, that said sums shall be repaid to the Mortgagee within fifteen (15) days after demand by the Mortgagee to the Mortgagor for said payment. Page 4 of 14 8. INSPECTION. The Mortgagee, and any persons authorized by the Mortgagee, shall have the right at any time, upon reasonable notice to the Mortgagor, to enter the Mortgaged Property at a reasonable hour to inspect and photograph its condition and state of repair, subject to the rights of tenants under the terms of their leases. 9. ACCELERATION OF MATURITY. That (a) in the event of any breach of this Mortgage or default on the part of the Mortgagor, which is not cured within thirty (30) days following written notice from the Mortgagee, or if such default cannot practicably be cured within thirty (30) days, then within such additional time as may be required to effect a cure, so long as (i) the cure is commenced within thirty (30) days and is diligently prosecuted and (ii) the lack of a cure during such continuing cure period has no material adverse effect on the Mortgaged Property, or (b) in the event any of said sums of money herein referred to be not promptly and fully paid within fifteen (15) days next after the same severally become due and payable; or (c) in the Event of Default of any of the other CRA 14th Street Documents; or (d) in the event the Mortgagor shall fail, within ten (10) days written notice by the Mortgagee to execute a Mortgagor's certificate in favor of any assignee or prospective assignee of the Mortgagee's interest hereunder which certificate shall contain such acknowledgments, affirmations, and covenants as may be reasonably required to enable the Mortgagee to assign their interest hereunder, provided the same is previously approved, in writing by any senior lender, or (e) upon the rendering by any court of last resort of a decision that an undertaking by the Mortgagor as herein provided to pay taxes, assessments, levies liabilities, obligations and encumbrances is legally inoperative or cannot be enforced, or in the event of the passage of any law changing in any way or respect the laws now in force for the taxation of mortgages or debts secured thereby, or the manner of collection of any such taxes, so as to materially adversely affect this Mortgage or the debt secured hereby. 10. ADDITIONAL FINANCING. Developer and the CRA hereby agree and acknowledge that Developer may obtain senior 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. Any additional fmancing shall provide notice to the CRA and such lenders shall acknowledge the rights of the CRA as evidenced by all documents of even date herewith. The Rent Regulatory agreement shall not be subordinated or terminated except upon the terms of the CRA agreements of even date herewith. Notwithstanding the foregoing, the CRA will not subordinate beyond a 3rd priority lien to any senior financing. 11. DEFENSE OF MORTGAGED PROPERTY AND MORTGAGE. If any action or proceeding shall be commenced by any person other than the Mortgagee or senior lender, and the Mortgagee is made a party, or in which it shall become necessary for the Mortgagee to defend or take action to uphold or defend the lien of this Mortgage, all sums paid or incurred by the Mortgagee for the expense of any litigation, including court costs and reasonable attorneys' fees incurred in any trial, appellate, and bankruptcy proceedings, to prosecute or defend the rights and liens created by this Mortgage shall be paid by the Mortgagor, together with interest thereon at the maximum rate permitted by law from the date thereof, and any such sum and interest thereon shall be a claim upon the Mortgaged Property, attaching or accruing subsequent to the lien of this Mortgage, and shall be secured by the lien of this Mortgage. Page 5 of 14 12. CONDEMNATION. In the event the Mortgaged Property or any part thereof shall be condemned under the power of eminent domain, the Mortgagee shall have the right to demand that all damages awarded for such taking be paid to the Mortgagee and shall be entitled to receive same, up to the aggregate amount then remaining unpaid on the Note and this Mortgage, and any such sums shall be applied to the payments last payable thereof. 13. SUBROGATION. To the extent of the indebtedness of the Mortgagor to the Mortgagee as described in the Note, the Mortgagee shall be subrogated to the lien and the rights of the owners and holders of each and every mortgage, lien or other encumbrance on the Mortgaged Property which is paid or satisfied, in whole or in part, out of the proceeds of the Note. The respective liens of such mortgages, liens or other encumbrances shall be and are hereby security for the Note, as if they had been regularly assigned, transferred, and delivered unto the Mortgagee, notwithstanding the fact that the same may be set aside and canceled of record. Other than any permitted senior financing, it is the intention of the parties hereto that the prior mortgages, liens or other encumbrances will be satisfied and canceled of record by the holders thereof at or about the time of the recording of this Mortgage. 14. APPOINTMENT OF RECEIVER. At any time while a suit is pending to foreclose or to reform this Mortgage or to enforce any claims arising hereunder, the Mortgagee may apply to a court of appropriate jurisdiction for the appointment of a receiver, and such court shall forthwith appoint a receiver of the Mortgaged Property, including all and singular the income, profits, rents, issues and revenues from whatever source derived. The receiver shall have all the broad and effective functions and powers in anywise entrusted by a court to a receiver, and such appointment shall be made by such court as an admitted equity and as a matter of absolute right to the Mortgagee without reference to the adequacy or inadequacy of the value of the Mortgaged Property, or to the solvency or insolvency of the Mortgagor or the Defendants. All income, profits, rents, issues and revenues collected by the receiver shall be applied by such receiver according to the lien of this Mortgage, and the practice of such court. 15. INTENTIONALLY DELETED. 16. INTENTIONALLY DELETED. 17. ASSIGNMENT OF RENTS, ISSUES AND PROFITS. The Mortgagor does hereby bargain, sell, transfer, assign, convey, set over and deliver unto the Mortgagee, as security for the payment and performance of all the terms and conditions of the Note and this Mortgage, and any and all amendments, extensions and renewals thereof, all Residential Leases now existing or which may be executed at any time in the future during the life of this Mortgage, and all amendments, extensions and renewals of said Residential Leases and any of them, and all rents and other income which may now or hereafter be or become due or owing under the Residential Leases, and any of them, on account of the use of the Mortgaged Property, it being intended hereby to establish a complete transfer of the Residential Leases hereby assigned and all the rents and other income arising thereunder and on account of the use of the Mortgaged Property unto the Mortgagee, with the right, but without the obligation, to collect all of said rents and other income which may become due during the life of the Note and this Mortgage. Although it is the intention Page 6 of 14 of the parties that this shall be a present assignment, it is expressly understood and agreed, anything herein contained to the contrary notwithstanding, that the Mortgagee shall not exercise any of the rights or powers herein conferred upon it except during the existence of an Event of Default (beyond any applicable grace, notice, cure periods or is not otherwise waived) under the terms and provisions of the Note and this Mortgage, but upon the occurrence and during the continuance of any such Event of Default (beyond any applicable grace, notice, cure periods or is not otherwise waived) the Mortgagee shall be entitled, upon notice to the tenants and any senior lender, to all rents and other amounts then due under the leases and thereafter accruing, and this Mortgage shall constitute a direction to and full authority to the tenants, lessees or other occupants of the Mortgaged Property (hereinafter collectively referred to as the "Tenants") to pay all said amounts to the Mortgagee without proof of the default relied upon. The Tenants are hereby irrevocably authorized to rely upon and comply with any notice or demand by the Mortgagee for the payment to the Mortgagee of any rental or other sums which may be or thereafter become due under the leases, or for the performance of any of the Tenants undertakings under the leases and shall have no right or duty to inquire as to whether any such event of default (beyond any applicable grace, notice and/or cure periods)under this Mortgage has actually occurred or is then existing. 18. MORTGAGE CONSTITUTES SECURITY AGREEMENT. This Mortgage also constitutes a security agreement as defined under the Uniform Commercial Code. The Mortgagor hereby grants to the Mortgagee a security interest in and to all furniture, furnishings, equipment, machinery, and personal property of every nature whatsoever now owned or hereafter acquired by the Mortgagor located upon the Mortgaged Property together with all proceeds therefrom (except for rent and additional rent) and as further described in an exhibit to the Security Agreement of even date herewith, if any. The Mortgagor shall execute any and all documents as the Mortgagee may reasonably request, including, without limitation, financing statements pursuant to the Uniform Commercial Code as adopted by the State of Florida, to preserve and maintain the priority of the lien created hereby on property which may be deemed personal property or fixtures. The Mortgagor hereby authorizes and empowers the Mortgagee to execute and file on behalf of the Mortgagor all financing statements and refilings and continuations thereof as the Mortgagee deems necessary or advisable to create, preserve or protect said lien. The Mortgagor and Mortgagee expressly agree that the filing of a financing statement shall never be construed as in anywise derogating from or impairing the express declaration and intention of the parties hereto that all such personality located on or utilized in connection with the real property encumbered by this Mortgage shall at all times and for all purposes, in all proceedings both legal and equitable, be deemed a part of the real property encumbered by this Mortgage. 19. CARE OF PROPERTY. The Mortgagor shall preserve and maintain the Mortgaged Property in good condition and repair. The Mortgagor shall not permit, commit or suffer any waste, impairment or deterioration of the Mortgaged Property or of any part thereof. The Mortgagor shall comply with all applicable local, state, and federal regulations in regard to the Mortgaged Property. Page 7 of 14 20. MORTGAGE SECURES INDEBTEDNESS. It is expressly agreed and understood that this Mortgage secures the indebtedness and the obligation of the Mortgagor to the Mortgagee with respect to the Note, as the same is evidenced by the Note, and all renewals, extensions and modifications thereof. This Mortgage shall not be deemed released, discharged or satisfied until the entire indebtedness evidenced by the Note is either (i) forgiven in accordance with the terms of the Loan Agreement or (ii) paid in full, or is otherwise satisfied in accordance with the Loan Agreement. 21. MORTGAGEE'S REMEDIES CUMULATIVE. The Mortgagor agrees that all rights of the Mortgagee hereunder shall be separate, distinct, and cumulative, and that none shall be in exclusion of the other, and that no act of the Mortgagee shall be construed as an election to proceed under any provision of covenant herein to the exclusion of any other, notwithstanding anything herein to the contrary. 22. FUTURE ADVANCES. Pursuant to the laws of the State of Florida, this Mortgage shall secure not only the existing indebtedness evidenced by the Note, but also such future advances as may be made by the Mortgagee to the Mortgagor in accordance with the Note, this Mortgage, or any other Loan Document executed in connection herewith, whether or not such advances are obligatory or are to be made at the option of the Mortgagee, or otherwise, and as are made within twenty (20) years from the date hereof, to the same extent as if such future advances were made on the date of the execution of this Mortgage. The total amount of indebtedness that may be so secured may decrease or increase from time to time, but the total unpaid balance so secured at one time shall not exceed one and a half times the face amount of the Note, plus interest thereon, and any disbursements made for the payment of taxes, levies or insurance on the Mortgaged Property with interest on such disbursements at the rate designated in the Note to apply following a default thereunder. 23. INDEMNIFICATION. The Mortgagor hereby protects, indemnifies, saves harmless, and defends the Mortgagee, its officers, directors, agents and employees, from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including without limitation, reasonable attorneys' fees and expenses) imposed upon, incurred by or asserted against the Mortgagee or any of such persons by reason of (a) ownership of any interest in the Mortgaged Property or any part thereof, (b) any accident, injury to or death of persons or loss of or damage to property occurring on or about the Mortgaged Property or any part thereof or the adjoining sidewalks, curbs, vaults and vault space, if any, streets or ways, (c) any use, disuse or condition of the Mortgaged Property or any part thereof, or the adjoining sidewalks, curbs, vaults and vault space, if any, or any streets or ways, (d) any failure on the part of the Mortgagor to perform or comply with any of the terms hereof or of any of the Loan documents executed in connection herewith, or any inaccuracy in any representation or warranty made by the Mortgagor herein or in any of the Loan Documents executed in connection herewith, (e) any necessity to defend any of the right, title or interest conveyed by this Mortgage, (f) the performance of any labor or services or the furnishing of any materials or other property in respect of the Mortgaged Property or any part thereof, (g) any subsidence or erosion of any part of the Page 8 of 14 surface of the Mortgaged Property, including any shoreline or any bank of any river, stream, creek, lake, ocean or other water source, or (h) the location or existence of asbestos or any toxic or hazardous waste, chemicals, materials or substance on, at, in or under the Mortgaged Property or any part thereof If any action, suit or proceeding is brought against the Mortgagee, or any of its officers, directors, agents or employees, for any such reason, the Mortgagor, upon the request of such party, will, at the Mortgagor's expense, cause such action, suit or proceeding to be resisted and defended by counsel reasonably satisfactory to the Mortgagee or such person. Any amounts payable to an indemnified party under this Section which are not paid within ten (10) days after written demand therefor shall bear interest at the default rate of interest provided in the Note from the date of such demand, and such amounts, together with such interest, shall be indebtedness secured by this Mortgage. The obligations of the Mortgagor under this Section shall survive any defeasance of the Mortgage. 24. HAZARDOUS MATERIALS. Except for ordinary household cleaning materials and substances, the Mortgagor agrees that it will not use, generate, store or dispose of Hazardous Materials on the Mortgaged Property. For purposes hereof, "hazardous materials" include (but are not limited to) materials defined as "hazardous waste" under the Federal Resource Conservation and Recovery Act and similar state laws, or as "hazardous substances" under the Federal Comprehensive Environmental Response, Compensation and Liability Act and similar state laws. Hazardous materials include (but are not limited to) solid, semi -solid, liquid or gaseous substances that are toxic, ignitable, corrosive, carcinogenic or otherwise dangerous to human, plant or animal health and well-being. Examples of hazardous waste include paints, solvents, chemicals, petroleum products, batteries, transformers, and other discarded man-made materials with hazardous characteristics. The Mortgagee shall have all remedies at law and equity for failure of the Mortgagor to carry out the foregoing obligation, including but not limited to specific performance, damages, reasonable attorneys' fees and court costs. This provision shall survive payment of the Note and termination of this Mortgage. "Transition Date" means the earlier of the following two dates: (a) the date on which the indebtedness and obligations secured by the Loan Documents have been paid in full (without possibility for disgorgement) or forgiven in accordance with the terms of the Loan Agreement; or (b) the date on which the lien of this Mortgage is fully and fmally foreclosed or a conveyance by deed in lieu of such foreclosure is fully and fmally effective and possession of the Mortgaged Property has been given to Mortgagee or any other purchaser or grantee free of occupancy and claims to occupancy by Mortgagor and its heirs, devisees, representatives, successors and assigns; provided that, if such payment, performance, release, foreclosure or conveyance is challenged, in bankruptcy proceedings or otherwise, the Transition Date shall not be deemed to have occurred until such challenge is validly released, dismissed with prejudice or otherwise barred by law from further assertion. 25. REPRESENTATIONS AND WARRANTIES. In order to induce the Mortgagee to make the Loan evidenced by the Note, the Mortgagor represents and warrants that: (a) there are no actions, suits or proceedings pending or threatened against or affecting the Page 9 of 14 Mortgagor or any portion of the Mortgaged Property, or involving the validity or enforceability of this Mortgage or the priority of its lien, before any court of law or equity or any tribunal, administrative board or governmental authority, and the Mortgagor is not in default under any other indebtedness or with respect to any order, writ, injunction, decree, judgment or demand of any court or any governmental authority; (b) the execution and delivery of the Note, this Mortgage and all other Loan Documents do not and shall not (i) violate any provisions of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to the Mortgagor or any other person executing the Note, this Mortgage or other Loan Documents, nor (ii) result in a breach of, or constitute a default under, any indenture, bond, mortgage, lease, instrument, credit agreement, undertaking, contract or other agreement to which the Mortgagor or such other person is a party or by which either or both of them or their respective properties may be bound or affected; (c) the Note, this Mortgage and all other Loan Documents constitute valid and binding obligations of the Mortgagor and any other person executing the same, enforceable against the Mortgagor and such other person(s) in accordance with their respective terms; (d) there is no fact that the Mortgagor has not disclosed to the Mortgagee in writing that could materially adversely affect the Mortgaged Property, business, or financial conditions of the Mortgage Property or any other collateral for the Loan; (e) the Mortgagor has duly obtained all permits, licenses, approvals and consents from, and made all filings with, any governmental authority (and the same have not lapsed nor been rescinded or revoked) which are necessary in connection with the execution and delivery of this Mortgage and any other Loan Document, the making of the Loan, the performance of its obligations under any Loan Documents, or the enforcement of any Loan Document; and that all such representations and warranties shall survive the closing of the Loan and any bankruptcy proceedings. 26. SEVERABILITY OF INVALID PROVISIONS. In the event any provision of the Note and or this Mortgage should be held unconstitutional, illegal or unenforceable for any reason, such provision shall not affect, alter, or otherwise impair any other provision of the Note and or this Mortgage. 27. NO WAIVER. It is expressly agreed and understood that a waiver by the Mortgagee of any right or rights conferred to it hereunder with regard to any one transaction or occurrence shall not be deemed a waiver of such right or rights to any subsequent transaction or occurrence. It is further agreed that any forbearance or delay by the Mortgagee in the enforcement of any right or remedy hereunder shall not constitute or be deemed a waiver of such right or remedy. 28. GOVERNING LAW AND VENUE. This Mortgage shall be construed and enforced pursuant to the laws of the State of Florida, excluding all principles of choice of laws, conflict of laws and comity. Any action pursuant to a dispute under this Mortgage must be brought in Miami -Dade County and no other venue. All meetings to resolve said dispute, including voluntary arbitration, mediation, or other alternative dispute resolution mechanism, will take place in this venue. The parties both waive any defense that venue in Miami -Dade County is not convenient. Page 10 of 14 29. HEADINGS. The headings of the articles, sections, paragraphs and subdivisions of this Mortgage are for convenience and ease of reference only, and are not to be considered a part hereof, and shall not limit or otherwise affect any of the terms or provisions hereof. 30. GENDER AND NUMBER. In this Mortgage and the Note it secures, the singular shall include the plural and the masculine shall include the feminine and neuter. 31. PARTIES BOUND; NO ORAL MODIFICATIONS. Each and every of the terms, covenants and conditions contained herein shall be binding upon the parties hereto and their successors, heirs, assigns and devisee. This Mortgage is not subject to modification other than by a written document or instrument executed by the party or parties to be charged with such modification. 32. CAPITALIZED TERMS. All capitalized terms not defined herein shall have the meanings provided in the Loan Agreement and the Exhibits thereto. 33. WAIVER OF TRIAL BY JURY. THE MORTGAGOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS MORTGAGE, OR ANY OF THE LOAN DOCUMENTS OR THE FINANCING CONTEMPLATED HEREBY, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR THE ACTIONS OF ANY PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE MORTGAGEE EXTENDING THE LOAN SECURED BY THIS MORTGAGE. SIGNATURE PAGE FOLLOWS Page 11 of 14 IN WITNESS WHEREOF, the Mortgagor hereto has caused this Mortgage to be executed by their undersigned official as duly authorized. WITNESSES: 14th STREET DEVELOPMENT, LLC Attn: NIR SHOSHANI 1600 NE 1st Avenue, Suite 3800 Miami, Florida 33132 STATE OF FLORIDA ) COUNTY OF MIAMI-DADE ) MORTGAGOR: 14TH STREET DEVELOPMENT, LLC a Florida limited liability company By NR Manager, LLq, a Florida limited liability company, its Manag By: Nir Shoshani, Manager Date: lc.> 1 q �23" ACKNOWLEDGMENT THE FOREGOING INSTRUMENT was acknowledged before me by means of Nilrysical presence or El online notarization on this 19 day of cam . , 2025 by Nir Shoshani, as Manager of NR Manager, LLC, a Florida limited liability company, the Manager of 14th STREET DEVELOPMENT, LLC on behalf of such limited liability company, who is personally known to me or who produced a as identification. My Commission Expires: Signature of Not ic, State of Florida Qcorca, Printed Name of Notary Pifblic Page 12 of 14 Exhibit A Legal Description Of The Property 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 49 %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 Y2, 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 Y2, 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 '/2 of the South %2 of the Northeast 1/2 of the Southeast Y4 of the Northeast'/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 1/2, of the Public Records of Miami -Dade County, Florida. Page 13 of 14 Exhibit B Permitted Encumbrances on the Mortgaged Property 1. Any loan or indebtedness to the Borrower from any third -party lender to be secured by the Mortgaged Property, provided that in no event shall the CRA's lien position be subordinated beyond a 3rd priority lien to any senior financing. 2. All encumbrances listed and existing on CRA's Lender's Title Insurance Policy. 3. Any Notices of Commencement needed to construct or subsequently repair or maintain the Project. asvi$ Page 14 of 14