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HomeMy WebLinkAbout25902AGREEMENT INFORMATION AGREEMENT NUMBER 25902 NAME/TYPE OF AGREEMENT DULCE VIDA APARTMENTS, LLC DESCRIPTION MIAMI FOREVER BOND LOAN AGREEMENT/1785 NW 35 ST, MIAMI, FL 33142/FILE ID: 15693/R-24-0119/MATTER ID: 24- 345K EFFECTIVE DATE December 11, 2025 ATTESTED BY TODD B. HANNON ATTESTED DATE 12/11/2025 DATE RECEIVED FROM ISSUING DEPT. 12/30/2025 NOTE CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Housing and Community Development ka.r.41,„kx, DEPT. CONTACT PERSON: Maria T. Ason NAME OF CONTRACTUAL PARTY/ENTITY: Dulce Vida Apartments, LLC EXT. 1971 IS THIS AGREEMENT TO BE EXPEDITED/RUSH: TOTAL CONTRACT AMOUNT: $ 15,000,000.00 FUNDING INVOLVED? TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT 0 PUBLIC WORKS AGREEMENT • 0 PROFESSIONAL SERVICE AGREEMENT 0 MAINTENANCE AGREEMENT ❑ GRANT AGREEMENT 0 INTER -LOCAL AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT 0 LEASE AGREEMENT ❑ LICENSE AGREEMENT 0 PURCHASE OR SALE AGREEMENT COTHER (PLEASE SPECIFY): GOB Loan documents and other related loan documents PURPOSE OF ITEM (DETAILED SUMMARY/ADD ADDITONAL PAGES IF NECESSARY): and related documents in connection with the Dulce Vida Apartments project. YES —Np '` YES J.NO, • • O execute the GOB Loan Agreement COMMISSION APPROVAL DATE: 03/14/2024 FILE ID: 15693 ENACTMENT No.: 24-0119 IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: HCLC approvals dated Oct 24, 2025 and Oct 29, 2025 In addition: Commission approval 11/17/2022 file 12919 R-22-0435 (acquisition of land) ROUTING INFORMATION DATE PLEASE PRINT AND • GN APPROVAL BY DEPARTMENT DIRECTOR/ DESIGNEE /02 /q /As PRINT: VICTOR TU E J N DEL SIGNATURE: APPROVAL BY RISK MANAGEMENT lahlAS PRINT: DAVID iZ SIGNATURE: APPROVAL BY CITY ATTORNEY 0‘'Q A-D-(41"--K /2//V2 6— PRINT: GEORGE K. WY ONG III /0ti1(/ SIGNATURE: APPROVAL BY ASSISTANT CITY MANAGER ( Il /DS PRINT: ERICA PASCHAL DARLING SIGNATURE: APPROVAL BY DEPUTY CITY MANAGER /4► '/aS PRINT: NATASHA COLEBROOK-WILLIAMS SIGNATURE: APPROVAL BY CITY MANAGER // ►a // PRINT: ART NORIEG , . SIGNATURE: APPROVAL BY CITY CLERK /.2-7/1 15 PRINT: TODD B. AN \VN SIGNATURE: PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER CITY OF MIAMI DOCUMENT ROUTING FORM DEPT. CONTACT PERSON: Maria T. Ason EXT. 1971 NAME OF CONTRACTUAL PARTY/ENTITY: CONTRACT TERM: FROM: Dulce Vida Apartments, LLC TO: TYPE OF AGREEMENT, IF APPLICABLE: ❑ PUBLIC SERVICES ❑ PUBLIC FACILITIES AND IMPROVEMENTS ❑ECONOMIC DEVELOPMENT M HOUSING ❑o OTHER (PLEASE SPECIFY): GOB Loan documents and other related loan documents SOURCE OF FUNDING, IF APPLICABLE: ❑ CDBG (FEDERAL) ❑■ HOME (FEDERAL) ❑ HOPWA (FEDERAL) ❑ ESG (FEDERAL) ❑ OTHER (PLEASE SPECIFY): ❑ SHIP (STATE) ❑ SOCIAL SERVICE GAP (GENERAL FUNDS) ❑ MIAMI FOREVER BOND (GENERAL FUNDS) ❑ MIAMI FOR EVERYONE (GENERAL FUNDS) IS THIS A SUBRECIPIENT/PROJECT SPONSOR AGREEMENT? ❑ YES 66 NO CDBG regulations at 24 CFR 570.500(c) define a subrecipient as a public or private nonprofit agency or organization or a for -profit entity authorized under 570.201(o), receiving CDBG funds from the recipient (City) to undertake eligible activities. Project sponsor is a nonprofit organization or housing agency that works with the City to provide housing and support to people living with HIV/AIDS. SCOPE OF SERVICES: Dulce Vida Apartments will be the new construction of an 8-story mixed-use/mixed-income rental development with a separate, 7-story multi -level garage that will provide a total of two hundred twenty-seven (227) units located at 1785 NW 35 St in the Allapattah neighborhood. The unit breakdown of the units consists of seventy (70) studios/one-bathroom units; one hundred twenty-eight (128) one-bedroom/one-bathroom units; and twenty-nine (29) two -bedroom/ two -bathroom units. The project will offer 91 units targeting low-income households up to 60% of area median income ("AMI"); 79 units will be targeting workforcehouseholds up to 100% AMI and 29 units for workforce households up to 120% of AMI. NUMBER OF ❑ RESIDENTS / ❑ BUSINESSES TO BE ASSISTED WITH THIS PROGRAM: CITY DISTRICTS SERVED BY THIS AGREEMENT: ❑� DI 0 D2 0 D3 0 D4 0 D5 0 COUNTYWIDE MIAMI FOREVER BOND LOAN AGREEMENT FOR DULCE VIDA APARTMENTS, LLC This Miami Forever Bond. Loan Agreement (this "Loan Agreement" or "Agreement") for Dulce Vida is dated as of this l / day of bce„rA 2025, by and between the CITY OF MIAMI, a municipal corporation of the State of Florida (hereinafter the "City" or "Lender") and DULCE VIDA APARTMENTS, LLC, a Florida limited liability company (hereinafter the "Borrower"). FUNDING SOURCE: MIAMI FOREVER AFFORDABLE HOUSING LIMITED AD VALOREM BOND FUNDS AMOUNT: Fifteen Million and 00/100 Dollars ($15,000,000.00) RESOLUTION: The City of Miami Housing and Commercial Loan Committee approval of October 24, 2023, as amended by HCLC on October 29, 2025, and City of Miami Resolution No. R- 24-0119 PROJECT NAME: Dulce Vida PROJECT TYPE: New Construction of an 8-Story Multifamily Rental Building[ TERM: See Section 1.24 AFFORDABILITY PERIOD: Thirty (30) years commencing on the Closeout of the Project ASSISTED UNITS: IDIS NUMBER: ORACLE NUMBER: PROPERTY ADDRESS: One Hundred Seventy (170) of the Affordable Units shall be GOB -Assisted Units for eligible individuals and shall be allocated for Low Income Households and Workforce Households (60% to 100% of AMI) 1785 NW 35 St, Miami, Florida 33142 Page 1 of 40 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 fee simple estate in the real property ("Property") described in Exhibit "A." The Borrower is constructing a new affordable housing project to be known as Dulce Vida (the "Project") that will increase the supply of Affordable rental housing units for Low Income and Workforce Income Households, by providing additional affordable rental units. WHEREAS, on October 24, 2023, as affirmed and modified on October 29, 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 Fifteen Million and 00/100 Dollars ($15,000,000.00) for the construction of the Project; and WHEREAS, on September 26, 2024, the City Commission adopted Resolution No. R-24- 0119 approving the allocation of Bond funds, in accordance with the terms and conditions of the HCLC Memo, as amended, in the amount of Fifteen Million and 00/100 Dollars ($15,000,000.00) 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 Page 2 of 40 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 two hundred twenty-seven (227) units, one hundred seventy (170) units will be Bond Assisted Units. Ninety-one (91) Bond Assisted Units shall be allocated for Low Income Households. Seventy-nine (79) units shall be allocated for Workforce Income 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 Fifteen Million and 00/100 Dollars ($15,000,000.00) from the City to the Borrower for Project construction. 1.6 Bond Program: 1.7 Bond Requirements: 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 Page 3 of 40 1.8 Code: 1.9 Covenant: 1.10 Close -Out of the Project or Project Completion: 1.11 Contract Records: thereto, (ii) City of Miami Resolution R-19-0062 adopted by the City of Miami Commission on February 14, 2019, and any and all exhibits and amendments thereto, and (iii) the Miami Forever Bond Validation Final Judgment that was recorded on December 27, 2019 in Official Records Book 31743 at Page 4365 of the Public Records of Miami -Dade County, Florida. The Internal Revenue Code of 1986, as amended, and any successor statute, as it applies to low income housing credit dollar amounts, together with all applicable final, temporary proposed U.S. Treasury Regulations and Revenue Rulings thereunder. A Declaration of Restrictive Covenants executed by the Borrower and to be recorded in the Public Records of Miami -Dade County, Florida to ensure that all of the 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 the Borrower has satisfied all of the requirements of the Disbursement Agreement. Such satisfaction shall constitute the Financial Close Out of the Project which shall be subject to the review and approval of the City's Finance Department. 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. Page 4 of 40 1.13 Low Income Households: 1.14 FHFC 1.15 Intentionally omitted. 1.16 Investor: 1.17 Legal Requirements: 1.18 Omitted 1.19 Mortgage: A person or households with income at or below sixty percent (60%) of the median income for Miami -Dade County, FL as determined by FHFC, with adjustments and certain exceptions as provided in FHFC. Florida Housing Finance Corporation AHP Housing Fund 402, LLC, a Delaware limited liability company 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. 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 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... 1.23 Project: Dulce Vida is a new construction consisting of an 8-story multifamily rental building located at 1785 NW 35 St, Miami, Florida 33142. The project will consist of a total of two hundred twenty-seven (227) units. Of the project's two hundred twenty-seven (227) units one hundred seventy (170) Page 5 of 40 1.24 Property: 1.25 Term: 1.26 Workforce Income Households: units shall be Bond Assisted units that shall be occupied by eligible tenants, as described herein, and shall be comprised of thirty-eight (38) studio-bedroom/one-bathroom units for Low Income Households, thirty-eight (38) one- bedroom/one-bathroom units for Low Income Households; fifteen (15) two-bedroom/two-bathroom units for Low Income Households; thirty-two (32) studio-bedroom/one- bathroom units for Workforce Income Households; forty- one (41) one-bedroom/one-bathroom units for Workforce Income Households; six (6) two-bedroom/two-bathroom units for Workforce Income Households. All one hundred seventy (170) 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 1785 NW 35 St, Miami, Florida 33142, as legally described in Exhibit "A," attached hereto and incorporated herein. The period commencing on the Effective Date hereof and ending at the expiration of the Affordability Period, unless this Agreement is terminated sooner as provided for herein. A person or households with income at or below one hundred percent (100%) of the median income for Miami - Dade County, FL as determined by FHFC, with adjustments and certain exceptions as provided in 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 Project, consists of two hundred twenty-seven (227) rental units. One hundred seventy (170) Project units will be Bond Assisted Units for Low Income, or Workforce Income Households for a period of thirty (30) years, commencing at the Close -Out of the Project. The Bond funds shall be used for hard 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. Page 6 of 40 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. The principal of the Loan, as evidenced by the Note, shall bear zero percent (0%) interest from the Effective Date of this Agreement until the Close - Out of the Project. Commencing on 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 0.0667 percent per annum. Beginning after the Close -Out of the Project and each year thereafter, on the anniversary of the Effective Date, Borrower must make interest only payments representing approximately a 0.0667 interest rate, through year thirty (30). The principal will be deferred to the end of the thirty (30)-year Affordability Period, at which time the principal is 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 REIMBURSEMENT OF BOND FUNDS: The City shall reimburse Bond Funds upon the following: Eligible Project costs will be reimbursed with the submission of the appropriate request. for payment form and all relevant partial releases of lien for the previous draw down. The final reimbursement request must include the final release of liens and also a certification by the general contractor and each subcontractor that there has been no kick -back according to the form that will be provided by the City. ARTICLE III DISBURSEMENT REQUIREMENTS 3.1 CONDITIONS OF DISBURSEMENT OF BOND FUNDS. The City shall not be obligated to disburse the Bond Funds, in accordance with Exhibit "D," unless and until the City has received the following: Page 7 of 40 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) (c) Resolutions, and incumbency certificates, or, in the case of a limited liability company, their equivalent, if applicable, certified by the manager or other authorized signer, authorizing the consummation of the transactions contemplated hereby, all satisfactory to the City. Evidence satisfactory to the City that the Borrower is qualified to receive funds under the Bond Program in accordance with the Bond Requirements. 3.1.5 Insurance Policies. The Borrower shall obtain and furnish evidence of insurance coverage as the City may require in connection with the Project, which shall be subject to review and approval by the City's Department of Risk Management. All such insurance shall require that the City be listed as an additional insured, with a loss payable clause in favor of the City. The Borrower shall be required to obtain and furnish evidence of any other insurance coverage the City may reasonably require during the Term of this Agreement, including, but not limited to that described on Exhibit "J" attached hereto and made a part hereof. All such policies shall provide the City with a mandatory written notice of cancellation or material change from the insurer not less than thirty (30) calendar days prior to any such cancellation or material change, and all such policies shall be written by insurance companies satisfactory to the City. Failure of the Borrower to submit all required evidence of the specified insurance coverage fourteen (14) calendar days prior to the start of 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 Page 8 of 40 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, and copies of all contracts in excess of $10,000 for the performance of services or the supply of materials in connection with the Project to be funded pursuant to this Agreement. 3.1.9 Compliance with Bond Requirements. All other documents required by the Bond Program evidencing compliance with Bond Requirements. 3.1.10 Intentionally omitted. 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. 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. Page 9 of 40 3.1.18 Borrower Compliance. The Borrower (or any related entity) shall be in full compliance with the requirements of other funded City projects that are either under construction or in their affordability periods, including, but not limited to, the requirements of OMB Circular No. A-133 and any other reporting and insurance requirements imposed by the City for those projects. 3.1.19 Anti -Human Trafficking Affidavit. Such Anti -Human Trafficking Affidavit as required herein, attached hereto as Exhibit "K" and made a part hereof. 3.1.20 Delivery of Other Documents. All other documents reasonably required by the City. 3.2. This Agreement shall be governed by the insurance requirements set forth in Exhibit "J" and any applicable provisions set forth in Article III. ARTICLE IV BOND REQUIREMENTS The Borrower shall comply with the following Bond Requirements: 4.1 GENERAL. 4.1.1 The Borrower shall maintain current documentation that its activities qualify under the Bond Requirements and the Bond Program. 4.1.2 The Borrower shall ensure and maintain documentation that conclusively demonstrates that each activity assisted in whole or in part with Bond Funds is an activity which benefits persons or households whose annual income does not exceed one hundred percent (100%) 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. 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. 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, give low and moderate income residents opportunities for training and employment. Page 10 of 40 4.1.7 The Borrower shall comply with all applicable displacement and relocation requirements. 4.2 REAL PROPERTY. 4.2.1 The following restrictions shall apply to all real property acquired or improved in whole or in part with Bond Funds. The property must either be: (a) Used in compliance with at least one of the Bond Programs, used in compliance with the Covenant, and used in compliance with the Bond Requirements, or (b) If not used in accordance with paragraph (a) above, then that shall constitute an event of default and Borrower shall pay to the City an amount equal to the amount of Bond Funds disbursed at the time of default plus accrued interest. 4.2.2 The following shall be a condition precedent to the execution and delivery of this Agreement and the other Bond Documents: All real property purchased in whole or in part with funds for this 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 vest in the City. 4.3.1 Definitions. (a) Personal Property. Personal Property of any kind except real property: 1) Tangible. All personal property having physical existence. 2) Intangible. All personal property having no physical existence such as patents, inventions and copyrights. (b) Non -expendable Personal Property. Tangible personal property of a non- consumable nature, with a value of Five Hundred and 00/100 ($500.00) or Page 11 of 40 more per item, with a normal expected life of one or more years, not fixed in place, and not an integral part of a structure, facility, or another piece of equipment. (c) Expendable Personal Property. All tangible personal property other than non -expendable property. 4.3.2 Requirements. The Borrower shall comply with the non -expendable personal property requirements stated below: (a) All non -expendable personal property purchased in whole or in part with funds from this 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 personal property purchased in whole or in part with Bond Funds, and shall dispose of all such property in accordance with instructions from the City. Those instructions may require the return of all such 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: Identify the full, correct, and legal name of all parties; Describe the activities to be performed; Present a complete and accurate breakdown of its price component; (d) Incorporate a provision requiring compliance with all applicable regulatory and other requirements of this Agreement, and with any other conditions and/or approvals that the City may deem necessary. The requirements of 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 Page 12 of 40 reasonable 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 a sample form of the subcontract Borrower will use (subject to minor revisions of any subcontract to accommodate its specific terms) to engage any party who agrees to carry out any substantive programmatic activities for any work in excess of $10,000.00, to ensure its compliance with the requirements of this Agreement. The City's review and confirmation of the sample form shall be obtained prior to the release of any funds for the Borrower's subcontractor(s). 4.5.5 The Borrower shall receive written approval from the City prior to either assigning or transferring any obligations or responsibility set forth in this Agreement. 4.5.6 Approval by the City of any subcontract or assignment shall not under any circumstances be deemed to be the City's agreement to incur any obligations in excess of the total dollar amount agreed upon in this Agreement. 4.5.7 " The Borrower and its subcontractors shall comply with the 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. 4.6 REPORTING OBLIGATIONS. The Borrower is subject to compliance reporting requirements related to previously funded City projects which are under construction or in Page 13 of 40 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 Project contractors and subcontractors, and copies of all contracts in excess of Ten Thousand and 00/100 Dollars ($10,000.00) for the performance of services or the supply of materials in connection with the Project. 4.6.1.7 Affordability Report. On February 1 (or on such other date that the City shall authorize in writing) of each year during the Affordability Period, the 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. Page 14 of 40 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 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 Page 15 of 40 The financial statements shall be accompanied by a certification of the Borrower as to the accuracy of such financial statements. 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. Within thirty (30) calendar days of written request by the City, 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 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. Page 16 of 40 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. -. 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. Page 17 of 40 ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE BORROWER The Borrower represent and warrant to the City as follows: 5.1 ORGANIZATION AND EXISTENCE. The Borrower is a Florida limited liability company duly organized, validly existing and in good standing under the laws of the State of Florida, and has full power and authority to conduct its business as presently conducted, to receive the Bond Funds and operate and develop the Project. The Project shall comply with all applicable Bond Requirements, as may be amended from time to time. 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 as of the date of this agreement 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 contemplated hereby, and the development of the Project as contemplated hereby and by the other Bond Documents: (i) to the best of Borrower's knowledge, 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. Page 18 of 40 5.6 MARKETABLE TITLE. The Borrower has good and marketable title to a fee simple estate in the Property, subject only to: (a) the exceptions and other matters set forth in that certain Title Insurance Commitment Order Number 9362605 issued by Fidelity National Title Insurance Company with an effective date of October 1, 2025 at 11:00 PM (collectively, the "Title Commitment and Exceptions"); and (b) from time to time, the granting of utility and similar easements on a non -material portion of the Property to utility and similar service providers for the installation and maintenance of utility and similar service equipment and components. 5.7 COMPLIANCE. The completion and use of the Project in accordance with the Scope of Work will comply fully with all Legal Requirements, and with all limitations on the use of the Project, or any other condition, grant, easement, covenant, or restriction, whether recorded or not. All necessary approvals, permits and licenses for the construction, operation, and use of the Project have been unconditionally obtained and are in full force and effect, or if the present state of construction of the Project does not allow such issuance, then such approvals, permits and licenses will be issued when the Project is completed. 5.8 ENCROACHMENTS. When completed in accordance with the Scope of Work, the Project will not encroach upon any building line, setback line, side yard line, or other recorded or visible easements or other easements of which the Borrower is aware which exists (or which the Borrower has reason to believe may exist) with respect to the Project, other that as set forth in the Title Commitment and Exceptions. 5.9 SCOPE OF WORK. The Scope of Work is complete in all respects, and contains all details requisite for the Project which, when built and equipped in accordance therewith, shall be ready for the intended use and occupancy thereof. 5.10 LEASES. There are no leases, tenancies, licenses or agreements for use of any part of the Property other than as specifically disclosed to and approved by the City, which, for avoidance of doubt (and which the City hereby acknowledges and agrees), are limited to the leases for the rental of each Bond Assisted Unit each which may be entered into from time to time. 5.11 PENDING ASSESSMENTS. The Borrower has no knowledge of any pending or proposed governmental action that would impair the operation or value of the Project or result in a special assessment against the Project. 5.12 WASTE. The Borrower shall not commit nor suffer waste nor negligence on the Project. 5.13 FRAUD. No fraud by the Borrower has occurred in the qualification of the Project, the Borrower, the Borrower, and/or the Property under the Bond Program, the negotiation of this Agreement and the other Bond Documents, nor in the transactions contemplated hereby. 5.14 NO CASUALTY. No part of the Property and/or the Project has been damaged or has been subjected to condemnation or other proceedings, and to the Borrower's knowledge no such proceedings have been threatened. Page 19 of 40 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 for such 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 twelve (12) months from the Effective Date; (c) have all Bond 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 work adheres to and conforms with the applicable City, county or state requirements, including, without limitation, applicable building code requirements. Notwithstanding the foregoing, the time periods set forth in this section may be extended in the City's reasonable discretion which shall require the approval of the City's HCLC. The Borrower shall: (a) meet all of its obligations hereunder and under all of the Loan Documents executed in connection herewith, (b) rent all Bond Assisted Units to persons or households whose annual income does not exceed sixty percent (60%), or one hundred percent (100%) 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, 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 provide to the City a certified rent roll evidencing the same, and (c) throughout the Affordability Period, comply with all applicable Legal Requirements and all applicable requirements hereof and in the other Loan Documents. Page 20 of 40 The tenant's portion of rents charged for Bond Assisted 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 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 Page 21 of 40 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. Except for encumbering the Property as required to obtain the permitted financing as set forth in Section 5.17 of this Agreement and Schedule A attached hereto, 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 admission of investor member as a member of the Borrower, Permitted Senior Financing, the sale, assignment, pledge, transfer, hypothecation or other encumbrance or disposition of any proprietary or beneficial interest in the Borrower, the Project, or the Borrower's estate in the Property, or any change in the operating control of the Borrower, which shall require the prior approval of the City's HCLC or the City Commission, as appropriate. Notwithstanding the foregoing, (i) the investor member of Borrower shall be permitted to remove a manager in accordance with the terms of the Borrower's operating agreement; provided, however, that City's approval shall be required for any replacement manager , which consent shall not be unreasonably withheld, conditioned or delayed (ii) the City acknowledges and consents to the collateral assignment of the manager's membership interests in the Borrower in favor of the lenders of the Permitted Senior Financing, and such lenders' enforcement of such collateral assignment.. If the investor member of Borrower exercises its right to remove a manager thereof, the City shall not unreasonably withhold its consent to the substitute manager. Nothing therein shall be construed as restricting the transfer of the investor member's interest, either directly or indirectly, in the Borrower at any time. Additionally, the City hereby consents to the transfer of any investor member ownership interests in the Borrower and copies of the transfer or amendment documents shall be delivered to the City. (b) Except in the case of repair and replacement caused by normal wear and tear and otherwise due to casualty or condemnation in accordance with the terms of this Agreement, The disposition of any real property or any expendable personal property or non -expendable personal property as provided in Article 4, except for personal property that suffers wear and tear and needs replacement, and is replaced. (c) INTENTIONALLY OMITTED (d) Any proposed Solicitation Notice, Invitation, for Bids or Request for Proposals relating to the use of the Bond Funds. Page 22 of 40 (e) The disposal of any Contract Records during the Retention Period. (f) INTENTIONALLY OMITTED 6.5.1 DISCRETION. The Director of the Depattiiient 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 Page 23 of 40 information regarding Bond -assisted activities, has any personal financial interest, direct or indirect, in this Agreement, the proceeds hereunder, the Project or the Borrower , either for themselves or for those with whom they have family or business ties, during their tenure or for one year thereafter. 6.8 RELATED PARTIES. The Borrower shall report to the City the name, purpose for and any other relevant information in connection with any related -party transaction. The term "related party transaction" includes, but is not limited to, a transaction or relationship between the Borrower and a for -profit or nonprofit subsidiary or affiliate organization, an organization with an overlapping board of directors, and an organization for which the Borrower is responsible for appointing memberships. The Borrower shall report this information to the City upon forming the relationship, or if already formed, shall report such relationship prior to or simultaneously with the execution of this Agreement. Any supplemental information shall be promptly reported to the City no later than in the next required Progress Report, as described above. 6.9 PUBLICITY AND ADVERTISEMENTS. The Borrower shall ensure that all publicity and advertisements prepared and released for the Project, by the Borrower, such as pamphlets and news releases, related to activities funded by this Agreement, and all events carried out to publicize the accomplishments of any activities funded by this Agreement, recognize the City as one of its funding sources. 6.10 ADDITIONAL FUNDING. The Borrower shall notify the City of any additional funding received for any activity described in this Agreement other than those disclosed to the City as of the date hereof which, for avoidance of doubt, are as provided for in Section 5.17 of this Agreement and in Schedule A attached hereto. 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): Page 24 of 40 (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 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 Page 25 of 40 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 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 Page 26 of 40 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 Department Safety Unit in writing to coordinate such inspection(s). The Borrower shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the City, including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability) and all applicable regulations, guidelines and standards. 6.20 DRAW REQUESTS. Each Request for Disbursement of hard costs must be signed by the Borrower, and/or the Architect for the Project and the Contractor, if applicable, and each Request for Disbursement 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, and subject to any Permitted Senior Financing loan documents, the Borrower may make insurance proceeds available for the restoration and repair of the Property and the Project if all of the following conditions are met: the Borrower is not in breach or default of any provision of the Mortgage or any other loan document between the Borrower and Lender; (ii) the Borrower determines that there will be sufficient funds, through insurance proceeds and contributions by the Borrower, to (a) restore and repair the Property and the Project to a condition as close as reasonably possible to what previously existed, and (b) meet all operating costs and other expenses, payments for reserves and loan repayment obligations relating to the Property and the Project until completion of the restoration and repair of the Property and/or the Project to a condition as close as reasonably possible to what previously existed; (iii) the Borrower determines that the rental income of the Project, after restoration and repair to a condition as close as reasonably possible to what previously existed, will be sufficient to meet all operating costs and other expenses, payments for reserves and loan repayment obligations relating to the Project, and (iv) the Borrower has received the City's written concurrence with such determination. 6.22 CONDEMNATION PROCEEDS. Notwithstanding anything to the contrary contained herein or in the other Loan Documents, and subject to any Permitted Senior Financing loan documents, the Borrower may make proceeds of condemnation available for the restoration and repair of the Property and the Project if all of the following conditions are met: (i) the Borrower is not in breach or default of any provision of the Mortgage or any other Loan Document; (ii) the Borrower determines that there will be sufficient funds, through condemnation proceeds and contributions by the Borrower, to (a) restore and repair the Property and the Project to a condition as close as reasonably possible to what previously existed, due consideration given to the portion of the Property and the Project taken, and, (b) meet all operating costs and other expenses, payments for reserves and loan repayment obligations relating to the Project until completion of the restoration and repair of the Property and the Project to a condition as close as reasonably possible to what previously existed, due consideration given to the portion of the Property and the Project taken; and (iii) the Borrower determines that the rental income of the Project, after Page 27 of 40 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, and (iv) the Borrower have received the City's written concurrence with such determination. ARTICLE VII DEFAULT 7.1 The happening of any one or more of the following events continuing beyond any applicable notice and cure period 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) If any term, condition or representation contained in this Agreement or any of the other Bond Documents is materially untrue, substantially inaccurate or incomplete when made, or, if there is a material misrepresentation of fact or fraud contained in any document(s) submitted in support of this Agreement. (c) The substantial discontinuance of the construction of the Project for a period of thirty (30) calendar days which discontinuance is, in the sole determination of the City, without satisfactory cause. Force majeure events such as a pandemic, natural disaster, terrorism, supply or labor shortages and acts of god shall be deemed satisfactory cause. (d) Except for Permitted Senior Financing, and for permitted transfers as set forth in Section 6.5(a) above, the sale, assignment, pledge, transfer, hypothecation or other encumbrance or disposition of any proprietary or beneficial interest in the Borrower, the Project or the Property, or any change in operating control of the Borrower without the prior approval of the City's HCLC or the City Commission, as appropriate. (e) In the event that the City determines, in its reasonable discretion, that the Project is not being constructed in a good and workmanlike manner in accordance with the Scope of Work, or that the Borrower is failing to comply promptly with any requirement or notice of violation of law issued by or filed by the City or any department of any governmental authority having jurisdiction over the Borrower, or the Property. (f) Failure of the Borrower to comply with any material 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 after notice and a reasonable opportunity to cure. Page 28 of 40 (g) Any change in zoning requirements or zoning classification of the Property, which in the City's sole discretion would materially interfere with the completion of Project construction or the ultimate operation of the Project as contemplated herein. (h) In the event that the City determines, in its reasonable discretion, that there exists an event of default under and pursuant to the terms of any other agreement or obligation of any kind or nature whatsoever of the Borrower to the City, direct or contingent, whether now or hereafter due, existing, created or arising. (i) In the event that Borrower fails to timely deliver, to City, the Affordability Report, as described in 4.6.1.7 herein. (j) Borrower declares bankruptcy and/or becomes insolvent, which shall result in immediate acceleration of the loan's repayment in full. ARTICLE VIII REMEDIES 8.1 Upon the occurrence of any Event of Default which continues beyond any applicable notice and cure period, 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. Notwithstanding anything to the contrary contained in the Loan Documents, Investor shall have the right, but not the obligation, to cure any default of Borrower under any Loan Document and The City agrees to accept a cure of any default committed by the Borrower, which cure is tendered or effected by the investor member, as if such cure had been tendered or effected by the Borrower. 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 (h) 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: (a) Specific Performance. Institute appropriate proceedings to specifically enforce performance of the terms and conditions of this Agreement; Page 29 of 40 (b) Acceleration of Debt. It is expressly agreed that the full amount of both principal and interest due pursuant to the Note shall become due and payable at the option of the City on the happening of any Event of Default under the terns of this Loan Agreement. (c) Other Remedies. Exercise any other right, privilege or remedy available to the City as may be provided by applicable law, or in any of the other 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. Notwithstanding anything contained herein or other Loan Documents to the contrary, the Borrower's investor member shall have the right, but not the obligation, to cure any Event of Default hereunder or under the other Loan Documents, and such cure shall be accepted or rejected on the same basis as if tendered by the Borrower. 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 and during the continuance of an Event of Default: (a) All sums outstanding under the Note shall bear interest at the highest rate allowable by law from the date of disbursement, without notice to the Borrower or any guarantor or endorser of the Note and without any affirmative action or declaration on the part of the City; (b) (c) The Restrictive Covenant shall remain as a restriction on the Property throughout the Affordability Period; and The 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, Page 30 of 40 and costs, including, but not limited to reasonable attorney's fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of Borrower and persons employed or utilized by Borrower in the performance of this Agreement. Borrower shall, further, hold the City, its officials and/or employees, harmless for, and defend the City, its officials• and/or employees against, any civil actions, statutory or similar claims, injuries or damages arising or resulting from the permitted work, even if it is alleged that the City, its officials and/or employees were negligent. These indemnifications shall survive the term of this Agreement. In the event that any action or proceeding is brought against the City by reason of any such claim or demand, the Borrower shall, upon written notice from the City, resist and defend such action or proceeding by counsel satisfactory to the City. The Borrower expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Borrower shall in no way limit the responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, agents and instrumentalities as herein provided. The 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 twenty-four (24) hours prior notice in writing to the Borrower. Said notice shall be delivered by certified mail, return receipt requested, or by in person delivery with proof of delivery. The City shall determine, in its sole and absolute discretion, whether or not funds are available. Page 31 of 40 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 other Borrower or of any individual or entity executing this Agreement, to the City, direct or contingent, whether now or hereafter due, existing, created or arising, which event of default has continued beyond any applicable cure period. 10.3 Upon the occurrence of an Event of Default and the expiration of any cure period (in those circumstances for which a cure period is otherwise provided in this Agreement), and unless the Borrower's breach is waived by the City in writing, the City may, by written notice to the Borrower, terminate this Agreement upon not less than twenty-four (24) hours prior written notice. Said notice shall be delivered by certified mail, return receipt requested, or by in person delivery with proof of delivery. Waiver of breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. The provisions hereof are not intended to be, and shall not be, construed to limit the City's right to legal or equitable remedies. ARTICLE XI SUSPENSION 11.1 The City may, for reasonable cause, and after all applicable notice and cure periods, 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 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. Page 32 of 40 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; provided that the City hereby acknowledges and agrees that the Loan and all of the Loan Documents (including, but not limited to, the Mortgage) shall be subordinate to the Permitted Senior Financing. 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. 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. Page 33 of 40 12.6 HEADINGS. The article and paragraph headings in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. 12.7 PROCEEDINGS. The Agreement shall be construed in accordance with the laws of the State of Florida and any proceedings arising between the parties in any manner pertaining or relating to this Agreement shall, to the extent permitted by law, be held in Miami -Dade County, Florida. 12.8 NOTICES AND CONTACT. All notices under this Agreement shall be in writing and addressed as follows: To City: With Copy To: To Borrower: With Copy to: City of Miami Department of Housing and Community Development 444 S.W. 2nd Avenue, 9th Floor Miami, FL 33130-1910 Attn: Victor Turner, Director George K. Wysong III City Attorney City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 Dulce Vida Apaitiuents, LLC c/o Coral Rock Development Group/ Coral Rock Capital Partners 2800 Ponce de Leon Blvd., Suite 1160 Coral Gables, Florida 33134 Attention: Michael Wohl Telephone: 786-749-5307 Email: mwohl@coralrockgroup.com Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. 150 West Flagler St., Suite 2200 Miami, Florida 33130 Attention: Brian McDonough, Esq. Telephone: 305-789-3350 Page 34 of 40 To Investor: Email: bmcdonough@stearnsweaver.com AHP Housing Fund 402, LLC 1314 Douglas Street, Suite 1400 Omaha, NE 68102-1944 Attention: Legal Notices Email: notices@berkahp.com 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: 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 , Page 35 of 40 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 October 24, 2023, as affirmed on October 29, 2025 ("Award Memoranda") are hereby incorporated by reference. To the extent of any conflict between the Award Memoranda and the Loan Documents and when interpreting the intent of the Loan Documents, whichever provision is strictest will control. To the extent of any conflict between the Award Memoranda, the most recent Award Memorandum controls. 12.14 COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. 12.15:INCREASE IN PROJECT COSTS. In the event that the Project's costs increase by ten percent (10%) or more of the Budget that is attached as Exhibit "C," and Borrower is unable to secure the requisite funding to cover the additional expense within 60 calendar days before the Project's construction commences, then the City is permitted to recommend to HCLC that the Bond Funds should be de -obligated for 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. Page 36 of 40 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 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 - recourse liability 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 hainiless 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 Page 37 of 40 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 ACKNOWLEDGED AND AGREED AS OF THE DATE FIRST SET FORTH ABOVE: STATE OF FLORIDA ) SS: COUNTY OF MIAMI-DADE BORROWER: DULCE VIDA APARTMENTS, LLC, a Florida limited liability company By: Dulce Vida Holdings, LLC, a Florida limited liability company, its Manager By: Coral Rock Development Group, LLC, a Florida limited liability company, its Mana B Wohl, Manager The foregoing instrument was acknowledged befor me by means of ❑ physical presence or 0 online notarization, this IQ) day of 1\100 Y✓% , 2025, by Michael D. Wohl, as Manager of Coral Rock Development Group, LLC, a Florida limited liability company, the manager of Dulce Vida Holdings, LLC, a Florida limited liability company, the manager of DULCE VIDA APARTMENTS, LLC, a Florida limited liability company, who is personally_ known to me or who has produced a driver's license as identification. [NOTARY SEAL] NERCYS RIJSSENBEEK MY COMMISSION # HH 371484 EXPIRES: March 9, 2027 Print or 'ta� �, Name: Notary Public, State f lorida Commission No.: My Commission Expires: O6IO2i J702`7 . Subordination and Intercreditor Agreement S-3 Dulce Vida (City of Miami) Page 40 of 40 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their undersigned officials as duly authorized. ATTEST: Hannon Date: APPROVED EQUIRE David Ruiz Interim Di CE f Risk Management APPROVED AS TO DEPARTMENTAL REQUIREMENTS: By: 1____— Victor T. Turner Director of the Department of Housing and Community Development CITY: CITY OF MIAMI, a municipal corporation of the State of Florida By: Arthur • riega V, ity Manager APPROVED AS TO FORM AND CORRECTNESS: George I!! Wyson City Attorney a,p A}21_ 34t1= Page 41 of 40 Exhibit A Legal Description of the Property Lots 18, 19, 20, 21, 22, 23, 24, 25 and 26, COLONNA'S SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 11, Page 69, of the Public Records of Miami -Dade County, Florida. Exhibit B Scope of Work/Project Schedule WORK SCOPE / DEVELOPMENT SCHEDULE Dulce Vida Apartments Dulce Vida Apartments will be new construction of an 8-story mixed -use / mixed -income rental development with a 7-story separate multi -level garage that will provide a total of two twenty-seven hundred (227) units located at 1785 NW 35 St in the Allapattah neighborhood. The breakdown of the units is as follows: seventy (70) studios/one- bathroom units; one hundred twenty-eight (128) one-bedroom/one-bathroom units; and twenty-nine (29) two-bedroom/two-bathroom units. The ground floor will be occupied by the local library branch. The project will offer 91 units targeting low-income households at 60% of area median income; 79 units targeting workforce households at 100% of area median income; and 29 units targeting workforce households that are at 120% of the area median income. One hundred seventy (170) units will be City -assisted. Estimated Date Building Permitting (Permit Ready) December 2025 Start of Construction January 2026 Construction Completion February 2027 Commence Affirmative Marketing December 2026 Initial Lease -Up (Leasing Activities Commence) February 2027 Stabilized Occupancy May 2027 Exhibit C Budget DULCE VIDA APARTMENTS Budget w/o Surtax Land Acquistion UPDATED without Surtax I Total Project HFA/Citibank $0 $0 GOB - City of Miami $0 Surtax $0 LIHTC Investor Developer Equity $0 so Hard Costs Construction (Include Site work) $55,973,120 $34,035,835 $14,950,000 $0 $6,987,285 $0 Construction: Concrete/Soil Test In above $0 $0 $0 $0 $0 Construction Supervision In above $0 $0 $0 $0 $0 Construction Contingency $2,798,656 $2,798,656 $0 $0 $0 FF&E $0 $0 $0 $0 Total Hard Costs - . $58,771,776 $36,834,491 $14,950,000 $0 $6,987,285 $0 Soft Costs Arch Design, Civil Engineering $2,035,000 $2,035,000 $0 $0 $0 $0 Inspections • $635,000 $635,000 $0 $0 $0 $0 Survey $25,000 $25,000 $0 $0 $0 $0 Environmental/Soils $55,000 $55,000 $0 $0 $0 $0 FF&E $850,000 $850,000 $0 $0 $0 $0 Municipal Fees (Plat,Siteplan,Review) $75,000 $75,000 $0 $0 $0 $0 Building Permits $782,914 $782,914 $0 $0 $0 $0 Municipal Fees - Impact $349,055 $349,055 $0 $0 $0 $0 Utility Fees $155,000 $155,000 $0 $0 $0 $0 W&S/Meter Fees $259,209 $259,209 $0 $0 $0 $0 Borrower Legal Counsel $415,000 $415,000 $0 $0 $0 $0 Marketing & Start Up $165,000 $165,000 $0 $0 $0 $0 Accounting $60,000 $60,000 $0 $0 $0 $0 Insurance - Builders Risk, OCIP $414,943 $414,943 $0 $0 $0 $0 Insurance - Perm. $454,000 $454,000 $0 $0 $0 $0 RE Taxes $266,250 $266,250 $0 $0 $0 $0 Miscellaneous $100,000 $100,000 $0 $0 $0 $0 For Use by City: City Incurred Costs $ 50,000.00 $0 $50,000 $0 $0 $0 Developer Fee/Overhead • $13,485,000 $2,037,074 $0 $0 $5,164,112 $6,283,813 Soft Cost Contingency $354,819 $354,819 $0 $0 $0 $0 Total Soft Costs . $20,986,189 $9,488,264 $50,000 $0 $5,164,112 $6,283,813 Fnancing osts Loan Closing/ Financing Fees $4,030,900 $4,030,900 $0 $0 $0 $0 Interest/Reserves $5,469,518 $3,646,345 $0 $0 $1,823,173 $0 Total Financing Costs $9,500,418 $7,677,245 $0 $0 $1,823,173 $0 Total Project Costs $89,258,383 $54,000,000 $15,000,000 $0 $13,974,570 $6,283,813 Exhibit D Form of Disbursement Agreement DISBURSEMENT AGREEMENT FOR DULCE VIDA APARTMENS, LLC (MIAMI FOREVER BOND FUNDS) This Disbursement Agreement for Miami Forever Bond funds ("Disbursement Agreement") is made as. of this day of , 2025 by and between DULCE VIDA APARTMENTS, LLC, a Florida limited liability company (hereinafter the "Project Sponsor"), and the CITY OF MIAMI, a municipal corporation of the State of Florida (hereinafter the "City"). RECITALS WHEREAS, the Project Sponsor is developing a project known as Dulce Vida (the "Project"), that will increase the supply of rental housing units for Low Income, and Workforce Income Households in the community; and WHEREAS, on October 24, 2023, as affirmed and modified on October 29, 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 Fifteen Million and 00/100 Dollars ($15,000,000.00) for the construction of the Project ("Bond Funds"); and WHEREAS, on September 26, 2024, the City Commission adopted Resolution No. R-24- 0119 approved the allocation of Bond Funds, in accordance with the terms and conditions of the HCLC Memo, as amended, in the amount of Fifteen Million and 00/100 Dollars ($15,000,000.00) for the construction of the Project; and WHEREAS, the funding commitment of the City to the Project Sponsor for the Bond Funds is more fully described in that certain Miami Forever Bond Loan Agreement of even date herewith (the "Loan Agreement"); and WHEREAS, the Project Sponsor and the City desire to establish the mechanism whereby the Project Sponsor will apply to receive the Bond Funds; NOW, THEREFORE, for and in consideration of the Project Sponsor's construction and development of the Project and the reciprocal agreements set forth herein, the Project Sponsor and the City agree as follows: ARTICLE I DISBURSEMENT PROCEDURE 1.1 This Disbursement Agreement establishes the conditions to the City's obligation to loan the Bond Funds to the Project Sponsor. The Project Sponsor may not request disbursement of funds pursuant to this Disbursement Agreement until such funds are needed for the reimbursement of eligible costs. Provided the City is obligated to disburse the Bond Funds pursuant to the Loan Agreement, the City will disburse such funds in accordance with this Article I. 1.2 The Project Sponsor shall submit draw requests for the Bond Funds, which draw requests will be submitted not more frequently than one (1) time per month. The City shall not fund any draw request in an amount that exceeds the City's initial contribution percentage of the Page 1 of 6 entire development cost of the project. The Project Sponsor will submit or cause to be submitted the following documentation to the City: (a) Hard Costs: (i) A Request for Disbursement, in a form acceptable to the City, setting forth such details concerning construction of the Project as the City shall require, including: the amount paid to date to the General Contractor constructing the Project (the "Contractor") and pursuant to the contract for the construction of the Project between the Project Sponsor and the Contractor (the "Construction Contract"); the amounts, if any, paid directly by the Project Sponsor to subcontractors of the Contractor and material men; the amount then currently payable to the Contractor, broken down by trades; the amounts paid on account of the Contractor's construction fee; and the balance of the construction costs which will remain unpaid after the payment of the amount currently payable. (ii) Any Request for Disbursement must be submitted to the City by no later than the thirtieth (30th) day of each month. Each Request for Disbursement must be signed by the Project Sponsor, the Architect for the Project and the Contractor. (iii) Applications for receiving Bond Funds for reimbursement of hard costs will include and such architectural documents as the City may require. The City Inspector, as described in Section 1.3 hereof, shall be required to certify with each draw request: the amount of work on the Project that has been completed; the good and acceptable workmanship of the Contractor and its subcontractors; compliance with approved final plans and specifications of the Project; and such other matters as the City may require. Lien waivers/releases shall be submitted to the City Inspector for review and approval before each disbursement. If the City requires that its title insurance policy be updated, the Project Sponsor shall also submit to the title insurance company all lien waivers/releases in connection with each proposed draw. All costs associated with the title insurance company updating the title insurance policy shall be paid by the Project Sponsor. (b) OMITTED (c) Such other information and documents as the City may require. (d) Each Request for Disbursement shall constitute a representation and certification by the Project Sponsor and the Contractor to the City that: (i) The materials have been physically incorporated into the Project, free of liens and security interests, and that the construction of the Project to date has been performed substantially in accordance with the drawings and specifications and in a first- class workmanlike manner; (ii) All governmental licenses and permits required by the Project as then completed have been obtained and are available for inspection by the City; (iii) The Project as then completed does not violate any law, ordinance, rule, regulation, or order or decree of any court or governmental authority; and (iv) No. Event of Default has occurred and is continuing and there is no continuing default under the Construction Contract. Page 2 of 6 (v) The Project Sponsor, the Contractor and each subcontractor has complied with all Federal, state and local laws and regulations relating to labor standards and with HUD Handbook 1344.1 where applicable. (vi) Such other information and documents as the City may reasonably require. (vii) Each item for which reimbursement is requested in a Request for Disbursement is properly chargeable as a capital expense for federal income tax, accounting and state law purposes. 1.3 The City Inspector will review the work that is incorporated into the Project and for which each Request for Disbursement of the Bond Funds is submitted. The City Inspector will review and approve the final plans and specifications for the Project and will review and approve the draw requests based on the percentage of work completed. The City Inspector's reviews, approvals, and conclusions shall be for the sole benefit of the City. All construction change orders must receive the prior written approval of the City Inspector. Change orders that have not received the prior written approval of the City Inspector shall not be approved for payment/ reimbursement by the City. 1.4 Within ten (10) working days of its receipt of a Request for Disbursement delivered pursuant to Section 1.2 hereof and without attempting to verify the completeness of same, the City will notify the City Inspector of the need to inspect the progress of construction work at the Project (the `Notification") and shall forward to the City Inspector the Request for Disbursement that has been delivered by the Project Sponsor. 1.5 The City Inspector shall complete its inspection and submit its report to the City within five (5) working days of receipt of the Notification. 1.6 If the City finds the materials submitted by the Project Sponsor and the report of inspection by the City Inspector to be satisfactory to the City and in accordance with the Loan Agreement, the City shall fund to the Project Sponsor the sum requested by the Project Sponsor or such lower sum as the City deems appropriate. 1.7 The City shall fund disbursements of the Bond Funds by no later than fourteen (14) business days after it has received both the Request For Disbursement, in the form required by Section 1.2 hereof, and the inspection report of the City Inspector, in the form required by Sections 1.2 and 1.3 hereof, provided that all necessary documentation is complete and correct. 1.8 The City shall retain five percent (5%) of the Bond Funds allocated to the Project Sponsor's hard costs (the "Allocation Retainage") until it has received confirmation that the project has issued a Certificate of Occupancy, and at the Project Sponsor's sole cost, a Final Cost Certification prepared by an independent certified public accountant, both in form and substance acceptable to the City. 1.9 The City reserves the right to refuse to fund any disbursement request(s) in the event that the City determines that the Project and/or the Project Sponsor are not in compliance with any local, state or federal law or requirement. 1.10 Disbursements for other than hard costs, if permitted pursuant to the Loan Agreement, shall be made in accordance with the City of Miami Department of Housing and Community Development Disbursement of Funds Checklist. Page 3 of 6 ARTICLE II MISCELLANEOUS 2.1 This Agreement may only be amended in writing by all the parties hereto. 2.2 This Disbursement Agreement, the Loan Agreement and the other documents executed by the parties in connection therewith constitute the entire agreement between the parties hereto and no other agreements or representations, unless incorporated in this Disbursement Agreement, shall be binding upon any of the parties hereto. 2.3 All capitalized terms not defined herein shall have the meanings provided in the Loan Agreement. 2.4 In the event litigation, arbitration, or mediation, between the parties hereto, arises out of the terms of this Disbursement 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. 2.5 This Disbursement 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 Disbursement Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Disbursement 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 Disbursement Agreement upon request. [SIGNATURES ON FOLLOWING PAGE] [Remainder of page intentionally left blank.] Page 4 of 6 IN WITNESS WHEREOF, this Disbursement Agreement has been executed by the Project Sponsor and the City on the date first above written. W 1 SSES: MORTGAGOR: s Sig re Witness Printed Name Witness Printed Name STATE OF FLORIDA ) SS: COUNTY OF MIAMI-DADE ) DULCE VIDA APARTMENTS, LLC, a Florida limited liability company By: Dulce Vida Holdings, LLC, a Florida limited liability company, its manager By: Coral Rock Development Group, LLC, a Florida limited liability company, its manager ACKNOWLEDGEMENT ael D. Wohl ger The foregoing inst ment was aknowled ed before me by means of Ciliysical presence or O online notarization, this day of w©Wf�f 2025 by Michael D. Wohl as Manager of Coral Rock Development Group, LLC, a Florida limited liability company, the manager of Dulce Vida Holdings, LLC, a Florida limited liability company, the manager of Dulce Vida Apartments, LLC, a Florida limited liability company, on behalf of the companies. He personally known to niepor has produced as identification. (NOTARY PUBLIC SEAL) * " .% NERCYS RIJSSENBEEK IS MY COMMISSION # HH 371484 EXPIRES: March 0, 2027 Signature o! ' rs ! Taking Acknowled en vc (Printed, Typed, or Stamped N i e of Notary Public) Serial Number, if any: Page 5 of 6 IN WITNESS WHEREOF, this Disbursement Agreement has been executed by the Project Sponsor and the City on the date first above written. ATTEST: CITY: City of Miami, a municipal corporation of the State of Florida By: d B. Ha City Clerk Date: 1(� t /d.oa5 Approved by Housing and Community Development Department: Victor T. Turner Director APPROVED AS TO FORM AND CORRECTNESS: George ]K. WVysong I City Attorney 9-QA-74 ;,t5k Arthur NoriegaV City Manager Page 6 of 6 Exhibit E Affirmative Marketing Procedures and Responsibilities Note to all applicants/respondents: This form was developed with Nuance, the official HUD software for the creation of HUD forms. HUD has made available instructions for downloading a free installation of a Nuance reader that allows the user to fill-in and save this form in Nuance. Please see http://portal.hud.00v/hudportal/documents/huddoc?id=nuancereaderinstall.pdf for the instructions. Using Nuance software is the only means of completing this form. Affirmative Fair Housing Marketing Plan (AFHMP) - Multifamily Housing U.S. Department of Housing and Urban Development Office of Fair Housing and Equal Opportunity OMB Approval No. 2529-0013 (exp.1/31/2021) la. Project Name & Address (including City, County, State & Zip Code) Dulce Vida Apartments 1785 NW 36th Street Miami, FL 33142 1 b. Project Contract Number TBD Id. Census Tract lc. No. of Units 200 nn 'n nn 1 1e. Housing/Expanded Housing Market Area Housing Market Area: City of Miami/Allapattah Expanded Housing Market Area: City of Miami/Miami Dade County If. Managing Agent Name, Address (including City, County, State & Zip Code), Telephone Number & EmailAddress Professional Management, Inc. / Attn: Mathew Devarona / mathewd@pmiflorida.com 9095 SW 87th Avenue, Suite 777, Miami, Florida 33176 Phone: (305) 270-0870 lg. Application/Owner/Developer Name, Address (including City, County, State & Zip Code), Telephone Number & Email Address Dulce Vida Apartments, LLC. 2800 Ponce de Leon Blvd., Suite 1160, Coral Gables, FL 33134 Attn: Michael D Wohl / Phone: (786) 749-5307 / Email: mwohl@coralrockgroup.com 1 h. Entity Responsible for Marketing (check all that apply) 0 Owner Agent 0 Other (specify) Position, Name (if known), Address ( including City, County, State & Zip Code), Telephone Number & Email Address Professional Management, Inc. / Attn: Mathew Devarona / mathewd@pmiflorida.com 9095 SW 87th Avenue, Suite 777, Miami, Florida 33176 Phone: (305) 270-0870 1 i. To whom should approval and other correspondence concerning this AFHMP be sent? Indicate Name, Address (including City, State & Zip Code), Telephone Number & E-Mail Address. Michael D Wohl / 2800 Ponce de Leon Blvd., Suite 1160, Coral Gables, FL 33134 Phone: (786) 749-5307 / Email: mwohl@coralrockgroup.com 2a. Affirmative Fair Housing Marketing Plan Plan Type Reason(s) for current update: Initial Plan Date of the First Approved AFHMP: 2b. HUD -Approved Occupancy of the Project (check all that apply) Elderly Z Family 11 Mixed (Elderly/Disabled) Disabled 2c. Date of Initial Occupancy 2d. Advertising Start Date Advertising must begin at least 90 days prior to initial or renewed occupancy for new construction and substantial rehabilitation projects. Date advertising began or will begin For existing projects, select below the reason advertising will be used: To fill existing unit vacancies ❑ To place applicants on a waiting list (which currently has To reopen a closed waiting list (which currently has individuals) individuals) Previous editions are obsolete Page 1 of 8 334 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) ❑ White 0✓ American Indian or Alaska Native ['Asian [' Native Hawaiian or Other Pacific Islander 0 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 Please Select Type No (2) Is the residency preference area: The same as the AFHMP housing/expanded housing market area as identified in Block le? Please Select Yes or No The same as the residency preference area of the local PHA in whose jurisdiction the project is located? (3) What is the geographic area for the residency preference? (4) What is the reason for having a residency preference? Please Select Yes or No (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)? 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. 335 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 ac ivity takes place (24 CFR 200.620(e)). Check below all locations where the Poster will be displayed. ❑✓ Rental Office Ell Real Estate Office El Model Unit 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. ✓0 Rental Office ID Real Estate Office ❑ Model Unit Q✓ Other (specify) Management Company Office 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. 0 Rental Office El Real Estate Office El Model Unit ✓Z Entrance to Project El Other (specify) The size of the Project Site Sign will be 20 x 20 The Equal Housing Opportunity logo or slogan or statement will be 5 x 5 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. We track the sources of advertising to see where applicants have heard about the community. This information is tracked in the Rent Dynamics program. On a regular basis, the data is analyzed to see which sources are the most successful in attracting applicants. If a source is not successful in attracting applicants, we will discontinue using it and if the source is successful in attracting applicants, we will continue to use it. Previous editions are obsolete Page 3 of 8 Form HUD-935.2A (12/2011) 336 7a. Marketing Staff What staff positions are/will be responsible for affirmative marketing? District Manager, Regional Manager, Property Manager, Assistant Manager, Leasing Consultants & Leasing and Marketing Director. 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 Yes 24 CFR 200.620(c)? (3) If yes, who provides instruction on the AFHMP and Fair Housing Act, and how frequently? Yes Grace Hill & H.O.P.E.; all employees who are newly hired are trained and all employees are updated annually. (4) Do you periodically assess staff skills on the use of the AFHMP and the application of the Fair Housing Act? (5) f yes, how and how often? Yes At the time of hire and a seminar is conducted or an online training is required on an annual basis. 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? District Manager, Regional Manager, Property Manager, Assistant Manager, Leasing Consultants and Marketing Director 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. All Professional Management, Inc. employees completed the annual Fair Housing course online through Grace Hill between the months of October -December 2022. Some employees take the online course in a group and may not have their own certificate; the certificate may be displayed in the person's name who navigated through the course. Employees are trained on all aspects regarding fair housing guidelines and requirements. The next annual update will be scheduled December 2023 and employees will complete an online training through Grace Hill. Previous editions are obsolete Page 4 of 8 Form HUD-935.2A (12/2011) 337 8. Additional Considerations Is there anything else you would like to tell us about your AFHMP to help ensure that your program is marketed to those least likely to apply for housing in your project? Please attach additional sheets, as needed. 9. Review and Update By signing this form, the applicant/respondent agrees to implement its AFHMP, and to review and update its AFHMP in accordance with the instructions to item 9 of this form in order to ensure continued compliance with HUD's Affirmative Fair Housing Marketing Regulations (see 24 CFR Part 200, Subpart M). I hereby certify that all the information stated herein, as well as any information provided in the accompaniment herewith, is true and accurate. Warning: HUD will prosecute false claims and statements. Conviction may result in criminal and/or civil penalties. (See 18 U.S.C. 1001, 1010, 1012; 31 U.S.C. 3729, 3802). Signature of person submitting this Plan & Date of Submission (mm/dd/yyyy) Name (type or print) Michael D. Wohl Title & Name of Company Managing Member, Coral Rock Development Group, LLC For HUD -Office of Housing Use Only Reviewing Official: For HUD -Office of Fair Housing and Equal Opportunity Use Only ElApproval 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 1a, 1b, lc, 1g, 1h, and 1i are self- explanatory. Block 1 d- Respondents may obtain the Census tract number from the U.S. Census Bureau (http://factfinder2.census.eov/main.html) when completing Worksheet One. Block le- Respondents should identify both the housing market area and the expanded housing market area for their multifamily housing projects. Use abbreviations if necessary. A housing market area is the area from which a multifamily housing project owner/agent may reasonably expect to draw a substantial number of its tenants. This could be a county or Metropolitan Division. The U.S. Census Bureau provides a range of levels to draw from. An expanded housing market area is a larger geographic area, such as a Metropolitan Division or a Metropolitan:Statistical Area, which may provide additional derhographic diversity in terms of race, color, national origin, religion, sex, familial status, or disability. Block If- The applicant should complete this block only if a Managing Agent (the agent cannot be the applicant) is implementing the AFHMP. Previous editions are obsolete 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. Page 6 of 8 Form HUD 935.2A (12/2011) 339 Part 3 Demographics and Marketing Area. "Least likely to apply" means that there is an identifiable presence of a specific demographic group in the housing market area, but members of that group are not likely to apply for the housing without targeted outreach, including marketing materials in other languages for limited English proficient individuals, and alternative formats for persons with disabilities. Reasons for not applying may include, but are not limited to, insufficient information about housing opportunities, language barriers, or transportation impediments. Block 3a - Using Worksheet 1, the respondent should indicate the demographic composition of the project's residents, current project applicant data, census tract, .housing market area, and expanded housing market area. The applicable housing market area and expanded housing market area should be indicated in Block le. Compare groups within rows/across columns on Worksheet 1 to identify any under -represented group(s) relative to the surrounding housing market area and expanded housing market area, i.e., those group(s) "least likely to apply" for the housing without targeted outreach and marketing. If there is a particular group or subgroup with members of a protected class that has an identifiable presence in the housing market area, but is not included in Worksheet 1, please specify under "Other." Respondents should use the most current demographic data from the U.S. Census or another official source such as a local government planning office. Please indicate the source of your data in Part 8 of this form. Block 3b - Using the information from the completed Worksheet 1, respondents should identify the demographic group(s) least likely to apply for the housing without special outreach efforts by checking all that apply. Part 4 - Marketing Program and Residency Preference (if any). Block 4a - A residency preference is a preference for admission of persons who reside or work in a specified geographic area (see 24 CFR 5.655(c)(1)(ii)). Respondents should indicate whether a residency preference is being utilized, and; if so, respondents should specify if it is new, revised, or continuing. If a respondent wishes to utilize a residency preference, it must state the preference area (and provide a map delineating the precise area) and state the reason for having such a preference. The respondent must ensure that the preference is in accordance with the non- discrimination and equal opportunity requirements in 24 CFR 5.105(a) (see 24 CFR 5.655(c)(1)). Respondents should use Worksheet 2 to show how the percentage of the eligible population living or working in the residency preference area compares to that of residents of the project, project applicant data, census tract, housing market area, and expanded housing market area. The percentages would be the same as shown on completed Worksheet 1. Block 4b - Using Worksheet 3, respondents should describe their use of community contacts to help market the project to those least likely to apply. This table should include the name of a contact person, his/her address, telephone number, previous experience working with the target population(s), the approximate date contact was/will be initiated, and the specific role the community contact will play in assisting with affirmative fair housing marketing or outreach. Block 4c - Using Worksheet 4, respondents should describe their proposed method(s) of advertising to market to those least likely to apply. This table should identify each media option, the reason for choosing this media, and the language of the advertisement. Alternative format(s) that will be used to reach persons with disabilities, and logo(s) that will appear on the various materials (as well as their size) should be described. Please attach a copy of the advertising or marketing material. Part 5 — Availability of the Fair Housing Poster, AFHMP, and Project Site Sign. Block 5a - The Fair Housing Poster must be prominently displayed in all offices in which sale or rental activity takes place (24 CFR 200.620(e)). Respondents should indicate all locations where the Fair Housing Poster will be displayed. Block 5b -The AFHMP must be available for public inspection at the sales or rental office (24 CFR 200.625). Check all of the locations where the AFHMP will be available. Block 5c -The Project Site Sign must display in a conspicuous position the HUD -approved Equal Housing Opportunity logo, slogan, or statement (24 CFR 200.620(f)). Respondents should indicate where the Project Site Sign will be displayed, as well as the size of the Sign and the size of the logo, slogan, or statement. Please submit photographs of project site signs. Previous editions are obsolete Page 7 of 8 Form HUD-935.2A (12/2011) 340 Part 6 - Evaluation of Marketing Activities. Respondents should explain the evaluation process to be used to determine if they have been successful in attracting those individuals identified as least likely to apply. Respondents should also explain how they will make decisions about future marketing activities based on the evaluations. Part 7- Marketing Staff and Training. Block 7a -Respondents should identify staff positions that are/will be responsible for affirmative marketing. Block 7b - Respondents should indicate whether staff has been trained on the AFHMP and Fair Housing Act. Please indicate who provides the training and how frequently. In addition, respondents should specify whether they periodically assess staff members' skills in using the AFHMP and in applying the Fair Housing Act. They should state how often they assess employee skills and how they conduct the assessment. Block 7c - Respondents should indicate whether staff has been trained on tenant selection in accordance with the project's occupancy policy, including residency preferences (if any). Respondents should also identify those staff positions that are/will be responsible for tenant selection. Block 7d - Respondents should include copies of any written materials related to staff training, and identify the dates of past and anticipated training. Part 8 - Additional Considerations. Respondents should describe their efforts not previously mentioned that were/are planned to attract those individuals least likely to apply for the subject housing. Previous editions are obsolete Part 9 - Review and Update. By signing the respondent assumes responsibility for implementing the AFHMP. Respondents must review their AFHMP every five years or when the local Community Development jurisdiction's Consolidated Plan is updated, or when there are significant changes in the demographics of the project or the local housing market area. When reviewing the plan, the respondent should consider the current demographics of the housing market area to determine if there have been demographic changes in the population in terms of race, color, national origin, religion, sex, familial status, or disability. The respondent will then determine if the population least to likely to apply for the housing is still the population identified in the AFHMP, whether the advertising and publicity cited in the current AFHMP are still appropriate, or whether advertising sources should be modified or expanded. Even if the demographics of the housing market area have not changed, the respondent should determine if the outreach currently being performed is reaching those it is intended to reach as measured by project occupancy and applicant data. If not, the AFHMP should be updated. The revised AFHMP must be submitted to HUD for approval. HUD may review whether the affirmative marketing is actually being performed in accordance with the AFHMP. If based on their review, respondents determine the AFHMP does not need to be revised, they should maintain a file documenting what was reviewed, what was found as a result of the review, and why no changes were required. HUD may review this documentation. Notification of Intent to Begin Marketing. No later than 90 days prior to the initiation of rental marketing activities, the respondent must submit notification of intent to begin marketing. The notification is required by the AFHMP Compliance Regulations (24 CFR 108.15). The Notification is submitted to the Office of Housing in the HUD Office servicing the locality in which the proposed housing will be located. Upon receipt of the Notification of Intent to Begin Marketing from the applicant, the monitoring office will review any previously approved plan and may schedule a pre -occupancy conference. Such conference will be held prior to initiation of sales/rental marketing activities. At this conference, the previously approved AFHMP will be reviewed with the applicant to determine if the plan, and/or its proposed implementation, requires modification prior to initiation of marketing in order to achieve the objectives of the AFHM regulation and the plan. OMB approval of the AFHMP includes approval of this notification procedure as part of the AFHMP. The burden hours for such notification are included in the total designated for this AFHMP form. Page 8 of 8 Form HUD-935.2A (12/2011) 341 Worksheet 1: Determining Demographic Groups Least Likely to Apply for Housing Opportunities (See AFHMP, Block 3b) In the respective columns below, indicate the percentage of demographic groups among the project's residents, current project applicant data, census tract, housing market area, and expanded housing market area (See instructions to Block le). If you are a new construction or substantial rehabilitation project and do not have residents or project applicant data, only report information for census tract, housing market area, and expanded market area. The purpose of this information is to identify any under -representation of certain demographic groups in terms of race, color, national origin, religion, sex, familial status, or disability. If there is significant under -representation of any demographic group among project residents or current applicants in relation to the housing/expanded housing market area, then targeted outreach and marketing should be directed towards these individuals least likely to apply. Please indicate under -represented groups in Block 3b of the AFHMP. Please attach maps showing both the housing market area and the expanded housing market area. Demographic Characteristics Project's Residents Project's Applicant Data Census Tract Housing Market Area Expanded Housing Market Area %White .. 83.5% 77.2% 75.9% % Black or African American 10.30% 16.4% 17.7% % Hispanic or Latino 91.6% 72.3% 68.5% % Asian 0.0% 1.9% 2.1% % American Indian or Alaskan Native 0.7% 0.7% 0.5% % Native Hawaiian or Pacific Islander• 0.0% 0.1 % 0.1 % %Persons with Disabilities 29.7% 11.9% 10.1% % Families with Children under the age of 18 20.7% 23.0% 31.9% Other (specify) 342 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 of 18 -: Other (specify) 343 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. Pacific Islanders, Native Hawaiians National Council of Asian Pacific Americans 1612 K Street NW Suite 600 Washington, DC 20006 Info@ncapaonline.org Asian The Greater Miami Asian Business Coalition 6238 Pembroke Road Miramar, FL 33023 admin@gmabc.org American Indian or Alaskan Native '' Miccosukee Indian Village Mile Marker 35, U.S. Highway 41 Miami, FL 33194 mapa@miccosukee.com. Black/African American Habitat for Humanity of Greater Miami 3800 NW 22nd Ave, Miami FL, 33142 jackie.11erena@miamihabitat.org 344 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 j Targeted Population: . Targeted Population: Targeted Population: Newspaper(s) N/A Radio Station(s) N/A TV Station(s) N/A Electronic Media All Communities Social Serve & Websites Bulletin Boards N/A Brochures, Notices, Flyers Brochure All Communities Other (specify) 345 Exhibit F Form of Mortgage and Security Agreement Prepared by: Raymond Pereira, Esq. Assistant City Attorney, City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 Tel: (305) 416-1800 After recording return to: Maria T. Ason Contract Compliance Analyst City of Miami Department of Housing and Community Development 444 S.W. 2nd Avenue Miami, FL 33130-1910 Property Address: 1785 NW 35 St, Miami, Florida 33142 Note to Recorder: This mortgage is given to secure the fmancing of housing under Part V of Chapter 420 of the Florida Statutes and is exempt from taxation pursuant to Section 420.513 Florida Statutes. MORTGAGE AND SECURITY AGREEMENT FOR DULCE VIDA APARTMENTS, LLC (MIAMI FOREVER BOND) THIS MIAMI FOREVER BOND MORTGAGE AND SECURITY AGREEMENT FOR CITADELLE VILLAGE (hereinafter referred to as the "Mortgage"), is executed and delivered the day of , 2025 by DULCE VIDA APARTMENTS, LLC, a Florida limited liability company, whose address is 2800 Ponce De Leon Boulevard, Miami, Florida 33134,(hereinafter referred to as the "Mortgagor"), in favor of the City of Miami, whose address is 444 S.W. 2nd Avenue, Miami, Florida 33130 (hereinafter called "the Mortgagee"). RECITALS WHEREAS, on October 24, 2023, as affirmed and modified on October 29, 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 Fifteen Million and 00/100 Dollars ($15,000,000.00) for the construction of a total of two hundred twenty seven (227) affordable housing rental units for Low Income, and Workforce Income Households; and WHEREAS, on September 26, 2024, the City Commission adopted Resolution No. R-24- 0119 approved the allocation of Bond funds, in accordance with the terms and conditions of the HCLC Memo, as amended, in the amount of Fifteen Million and 00/100 Dollars ($15,000,000.00) for the construction of a total of one hundred seventy (170) affordable housing rental units for Low Income, and Workforce Income Households; and WHEREAS, Mortgagor has delivered to Mortgagee that certain Promissory Note for The Vida Dulce Apai talents, LLC, of even date herewith, made by Mortgagor in favor of Mortgagee (as the same may beamended, restated, replaced, supplemented or otherwise modified from time to time, and together with any and all renewals, replacements, extensions, modifications, substitutions, future advances and any other evidence of indebtedness evidenced by said Promissory Note) (the "Note"), which Note evidences the Indebtedness in the amount of Fifteen Page 1 of 15 Million and 00/100 Dollars ($15,000,000.00) in Miami Forever Bond funds which are restricted by certain other documents that are executed of even date herewith such as the Loan Agreement, Declaration of Restrictive Covenants, Disbursement Agreement, Rent Regulatory Agreement, and the Note (the "Loan"). NOW THEREFORE, in consideration of the making of the Loan by Mortgagee and the covenants, agreements, representations and warranties set forth in this Mortgage: WITNESSETH THAT: FOR GOOD AND VALUABLE CONSIDERATION, as set forth in the above recitals that are hereby incorporated by reference, the receipt and sufficiency of which are hereby acknowledged, 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 Fifteen Million and 00/100 Dollars ($15,000,000.00) (hereinafter referred to as the "Note"), the Mortgagor does grant, bargain sell, alien, remise, release, convey and confirm unto the Mortgagee, in fee simple 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 1785 NW 35 St, Miami, Florida 33142, legally described as follows: 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 personalty 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 fee simple estate, forever. The Mortgagor does covenant with the Mortgagee that Mortgagor is indefeasibly seized of a fee simple estate in the Mortgaged Property; that the Mortgagor has full power and lawful right to convey its fee simple estate in the Mortgaged Property as aforesaid; that the Mortgaged Property is free from all encumbrances except as specified on Exhibit "B" attached hereto and incorporated 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 fee simple title to the Mortgaged Property, and will defend the same against the lawful claims of all persons whomsoever. PROVIDED ALWAYS, that if the Mortgagor shall 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 Covenant, the Disbursement Agreement, the Rent Regulatory Agreement, and the Loan Agreement, dated same date as the other loan documents by and between Mortgagee, as lender therein, and Mortgagor, as borrower Page 2 of 15 therein (the "Agreement" or "Loan Agreement") and all other loan documents executed in connection herewith and therewith (hereinafter jointly referred to as "the Loan 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. 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. 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, pursuant to this Mortgage or otherwise, the Mortgagor shall have deposited with the Mortgagee before the due date thereof sums sufficient to pay any such taxes, assessments, levies, water and sewer rents, charges or claims, and the Mortgagor is not otherwise in default, they shall be paid by the Mortgagee; and provided further, 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 or by deposit of cash with the Mortgagee, as the Mortgagee may elect, a reserve for the payment thereof in such amount as the Mortgagee may 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) calendar days from their initial due date. 3. INSTALLMENTS FOR INSURANCE, TAXES AND OTHER CHARGES. Without limiting the effect of Paragraphs 2 or 5 hereof, the Mortgagee may require the Mortgagor to pay to the Mortgagee, monthly with the monthly installments of principal and interest, an amount equal to one -twelfth (1/12) of the annual premiums for the insurance policies referred to hereinabove and the annual real estate taxes, water and sewer rents, any special assessments, charges or claims and any other item which at any time may be or become a lien upon the Mortgaged Property prior to the lien of this Mortgage; and on demand from time to time the Mortgagor shall pay to the Mortgagee any additional sums necessary to pay the premiums and other items, all as estimated by the Mortgagee. The amounts so paid shall be used in payment thereof if the Mortgagor is not Page 3 of 15 otherwise in default hereunder. No amount so paid shall be deemed to be trust funds but may be commingled with general funds of the Mortgagee, and no interest shall be payable thereon. If, pursuant to any provision of this Mortgage, the whole amount of the unpaid principal debt becomes due and payable, the Mortgagee shall have the right, at its election, to apply any amount so held against the entire indebtedness secured hereby. At the Mortgagee's option, the Mortgagee from time to time may waive, and after any such waiver may reinstate, the provisions of this Paragraph requiring monthly payments. 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 as required by the Loan Agreement, in a company or companies acceptable to the Mortgagee. The policy or policies of insurance shall be held by and be payable to the Mortgagee. In the event any sum of 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 on demand; and, shall bear interest from the date each such payment is made at the maximum rate permitted by law. Notwithstanding any provision contained herein, Mortgagee will not exercise its option to receive and 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. 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 the Permitted Senior Financing, without the notice and prior written approval of the City shall constitute a default hereunder and the Mortgagee, at its option, may declare all sums due and payable and accelerate the entire indebtedness. Page 4 of 15 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 Mortgage Note, and become an integral part thereof, subject in all respects to the terms, conditions and covenants of the aforesaid Promissory 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) calendar days after demand by the Mortgagee to the Mortgagor for said payment. 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 continues beyond any applicable cure period as set forth in the Loan Agreement; or (b) in the event any of said sums of money herein referred to be not promptly and fully paid within fifteen (15) calendar days next after the same severally become due and payable, without demand or notice; or (c) in the event each and every stipulation, agreement, condition and covenants of the Agreement, the Note, this Mortgage, or any of the Loan Documents, are not duly, promptly and fully performed, discharged, executed, effected, completed, complied with and abided by, subject to any applicable notice and cure period as may be provided in the Agreement; or (d) in the event the Mortgagor shall fail, within ten (10) calendar 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; 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 (f) 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 and adversely affect this Mortgage or the debt secured hereby; or (g) in the event there exists an event of default under and pursuant to the e terms of any other obligation of any kind or nature whatsoever of the Mortgagor to the Mortgagee, direct or contingent, whether now existing or hereafter due, existing, created or arising, then in either or any such event, the said aggregate sum mentioned in said Note then remaining unpaid, with interest accrued, and all other fees and charges due in connection therewith, and all monies secured hereby shall become due and payable forthwith, or thereafter, at the option of the Mortgagee or successor mortgagee hereof, as fully and completely as if all of the sums of money were originally stipulated to be paid on such day, anything in the Note and/or in this Mortgage to the contrary notwithstanding; and thereupon or thereafter, at the option of the Mortgagee or successor mortgagee hereof, without notice or demand, suit at law or in equity, therefore, or thereafter begun, may be prosecuted as if all money secured hereby had matured prior to its institution. Page 5 of 15 10. NO ADDITIONAL FINANCING. The Mortgagor hereby covenants and agrees that Mortgagor shall not procure any other financing in connection with the Mortgaged Property without the prior written consent of the Mortgagee other than financings disclosed to the Mortgagee in writing as of the date hereof. 11. DEFENSE OF MORTGAGED PROPERTY AND MORTGAGE. If any action or proceeding shall be commenced by any person other than the Mortgagee, 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. 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. 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. NO TRANSFER OF MORTGAGED PROPERTY. It is expressly agreed that should the Mortgagor convey title to the Mortgaged Property, except as may be set forth in the Loan Agreement, or any legal or equitable interest therein, to any person, firm or corporation or shall permit or create any further encumbrances upon the Mortgaged Property without the prior written approval of the Mortgagee to such conveyance or encumbrance, all sums outstanding under the Page 6 of 15 Note and secured by this Mortgage shall become immediately due and payable, at the option of the Mortgagee. 16. LEASES AFFECTING MORTGAGED PROPERTY. The Mortgagor shall comply with and observe its obligations as landlord under all leases affecting the Mortgaged Property or any part thereof. Upon request, the Mortgagor shall furnish promptly to the Mortgagee executed copies of all such leases now existing or hereafter created. The Mortgagor shall not accept payment of rent more than one (1) month in advance without the prior written consent of the Mortgagee. Nothing contained in this Section or elsewhere in this Mortgage shall be construed to make the Mortgagee a mortgagee in possession unless and until the Mortgagee actually takes possession of the Mortgaged Property either in person or through an agent or receiver. To the extent not provided by applicable law, each lease of the Mortgaged Property, shall provide that, in the event of the enforcement by the Mortgagee of the remedies provided for by law or by this Mortgage, the lessee thereunder will, if requested by the Mortgagee or by any person succeeding to the interest of the Mortgagee as the result of said enforcement, automatically become the lessee of any such successor in interest, without any change in the terms or other provisions of the respective lease; provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease not in excess of an amount equal to one (1) month's rental, or (ii) any amendment or modification in the lease made without the consent of the Mortgagee or any successor in interest. Each lease shall also provide that, upon request by said successor in interest, the lessee shall execute and deliver an instrument or instruments confirming its attornment. 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 Leases affecting the Mortgaged Property or any part thereof 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 leases and any of them, and all rents and other income which may now or hereafter be or become due or owing under the 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 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 inay become due during the life of the Note and this Mortgage. The Mortgagor agrees to deposit with the Mortgagee upon demand such leases as may from time to time be designated by the Mortgagee. Although it is the intention 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 until a default shall occur under the terms and provisions of the Note and this Mortgage, but upon the occurrence of any default the Mortgagee shall be entitled, upon notice to the tenants, 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 premises (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 Page 7of15 of the Tenants undertakings under the leases and shall have no right or duty to inquire as to whether any default 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 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 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 refiling 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. (a) The Mortgagor shall preserve and maintain the Mortgaged Property in good condition and repair. Except for: (i) repairs or replacements for ordinary wear and tear or in the ordinary course of management of the Mortgaged Property; (ii) tenant or similar improvements and upgrades; and (iii) repairs, replacements, or other restorations in the event of a casualty or condemnation that are performed in accordance with the Loan Agreement, the Mortgagor shall not remove, demolish, alter or change the use of any building, structure or other improvement presently or hereafter on the Land constituting any part of the Mortgaged Property without the prior written consent of the Mortgagee. The Mortgagor shall not permit, commit or suffer any waste, impairment or deterioration of the Mortgaged Property or of any part thereof, and will not take any action which will increase the risk of fire or other hazard to the Mortgaged Property or to any part thereof. (b) Except as otherwise provided in this Mortgage, no fixture, personal property or other part of the Mortgaged Property shall be removed, demolished or altered, without the prior written consent of the Mortgagee. The Mortgagor may sell or otherwise dispose of, free from the lien of this Mortgage, furniture, furnishings, equipment, tools, appliances, machinery, fixtures or appurtenances, subject to the lien hereof, which may become worn out, undesirable or obsolete, only if they are replaced immediately with similar items of at least equal value which shall, without further action, become subject to the lien of this Mortgage. 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 paid in full. Page 8 of 15 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 two 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, defends, and saves harmless 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 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 satisfactory to the Mortgagee or such person. Any amounts payable to an indemnified party under this Section which are not paid within ten (10) calendar 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. Page 9 of 15 24. HAZARDOUS MATERIALS. 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. 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 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 and any guarantor(s) of the Loan have not disclosed to the Mortgagee in writing that could materially adversely affect their respective properties, business or financial conditions or the Mortgaged Property or any other collateral for the Loan; (e) the Mortgagor and any guarantor(s) of the. Loan have 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 their respective obligations under any Loan Document, 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. Page 10of15 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. 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 15 IN WITNESS WHEREOF, the Mortgagor has hereunto set its hand and seal the day and year first above written. WI1 ESSES: ure Witness Printed Name Witness Address: \\iS-CDLi)1 W P3Lvt c-tc11—GPreL'S FU3nni Y4t ess Signature i nann & ra �.e,rez Witness Printed Name Witness Address: a1/Uw.S S� Th 1fraJ FL 33flies PROJECT SPONSOR'S ADDRESS: Dulce Vida Apartments, LLC 2800 Ponce De Leon Boulevard Suite 1160 Coral Gables, FL 33134 Attention: Michael Wohl MORTGAGOR: DULCE VIDA APARTMENTS, LLC, a Florida limited liability company By: Dulce Vida Holdings, LLC, a Florida limited liability company, its manager By: Coral Rock Development Group, LLC, a Florida limited liability com - • , anager [ACKNOWLEDGMENT PAGE FOLLOWS] ael D. Wohl ger Page 12 of 15 ACKNOWLEDGMENT STATE OF FLORIDA ) ) SS: COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me by means of ysical presence or O online notarization, this Jday of r, 2025 by Michael D. Wohl as Manager of Coral Rock Development Group, LLC, a Florida limited liability company, the manager of Dulce Vida Holdings, LLC, a Florida limited liability company, the manager of Dulce Vida Apartments, LLC, a Florida limited liability company, on behalf of the companies. He i personally known to m3 or has produced as identification. (NOTARY PUBLIC SEAL) NERCYS RIJSSENBEEK MY COMMISSION # HH 371484 EXPIRES: March 9, 2027 Signature o Acknowled (Printed, Typed, or Stam . ed Name • f Notary Public) Serial Number, if any: Page 13 of 15 Serial Number, if any Page 13 of 15 EXHIBIT A Legal Description of The Property Lots 18, 19, 20, 21, 22, 23, 24, 25 and 26, COLONNA'S SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 11, Page 69, of the Public Records of Miami -Dade County, Florida. Page 14 of 15 EXHIBIT B Permitted Encumbrances on the Mortgaged Property All permitted encumbrances on the Property are described in. Title Insurance Commitment No. issued by First American Title Insurance Company, effective as of 2025 at 8:00 a.m. Page 15of15 Exhibit G Form of Declaration of Restrictive Covenants Prepared by: Raymond Pereira, Esq. Assistant City Attorney, City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 Tel: (305) 416-1800 After recording return to: Maria T. Ason Contract Compliance Analyst City of Miami Department of Housing and Community Development 444 S.W. 2nd Avenue Miami, FL 33130-1910 Property Address: 1785 NW 35 St, Miami, Florida 33142 DECLARATION OF RESTRICTIVE COVENANTS FOR CITADELLE VILLAGE (MIAMI FOREVER BOND FUNDS) This Declaration of Restrictive Covenants for Dulce Vida (the "Covenant") made this day of , 2025 by DULCE VIDA APARTMENTS, LLC, a Florida limited liability company (hereinafter referred to as "Project Sponsor"), is in favor of the CITY OF MIAMI, a municipal corporation of the State of Florida (hereinafter referred to as the "City"). RECITALS WHEREAS, the Project Sponsor is the long-term, ground lessee of the property legally described in Exhibit "A," attached and incorporated hereto; and WHEREAS, the Project Sponsor hereby agrees and covenants that the following described property shall be subject to the provisions, covenants, and restrictions contained herein; and WHEREAS, this Covenant is made for the express benefit of the City of Miami, ("City") a Florida municipal corporation. It shall remain in full force and effect until released by the City; and WHEREAS, the City has loaned $15,000,000.00 in Miami Forever Bond funds to Project Sponsor ("Loan") in order to develop the Project, as more particularly described below; and WHEREAS, the Project. Sponsor is developing a project that will, among other things, increase the supplyof rental housing units for Low Income and Workforce Income Households in the community to be known as Dulce Vida Apartments (hereinafter referred to as the "Project"), which consists of the new construction of a of a 8-story mixed -use multifamily rental building located at 1785 NW 35 St, Miami, Florida 33142 (hereinafter referred to as the -"Property"), as legally described in Exhibit "A." The Project consists of a total of a total of two hundred twenty- seven (227) residential apartment units, one hundred seventy (170) of which will be Bond -assisted units (the "Bond -Assisted Units"), developed on the Property and are all subject to the terms, covenants, and restrictions contained in this Covenant; and WHEREAS, the City's allocation of funds for the Project is subject to that certain Miami Forever Bond Loan Agreement for Dulce Vida Apartments (the "Loan Agreement") and other loan documents of even date herewith between the City and the Project Sponsor (collectively the "Loan Documents"); and Page 1 of 7 WHEREAS, Project Sponsor desires to make a binding commitment to assure that the Bond Assisted Units and the Property in general are maintained and operated in accordance with the provisions of the Loan Documents and this Covenant; and WHEREAS, Project Sponsor, as a condition for receiving the Loan funds for the Property is required to record in the Public Records this Covenant obligating the Project Sponsor, its successors, transferees, and assigns to maintain and operate the Property in accordance with the Loan Documents; and WHEREAS, the Project Sponsor hereby declares that this Covenant shall be and is a covenant running with the Property and, unless released by the City, is binding on the Property for the entire Affordability Period, and is not merely a personal covenant of the Project Sponsor; and - NOW THEREFORE, Project Sponsor voluntarily covenants and agrees that the Bond Assisted Units and the Property in general shall be subject to the following restrictions that are intended and shall be deemed to be covenants running with the land and binding upon Project Sponsor, and its heirs, successors and assigns as follows: Section 1. Recitals: The recitals and findings set forth in the preamble of this Covenant are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Section. Section 2. Use of Property: The Project shall be developed on the Property and one hundred seventy (170) of the Project's two hundred twenty-seven (227) units shall be Bond Assisted Units. Bond Assisted Units shall remain Affordable during the thirty (30) year Affordability Period. The Project's one hundred seventy (170) Bond Assisted units shall remain affordable to a person or household whose annual income does not exceed between sixty percent (60%) to one hundred percent (100%) of the median income for the area, as determined by the FHFC with adjustments for smaller and larger families and with certain exceptions as provided by FHFC, for Low Income and Workforce Income Households for the period of time commencing on the Close -Out of the Project and ending thirty (30) years thereafter (the "Expiration of the Affordability Period"). The City Assisted Units shall be comprised as follows: thirty-eight (38) studio-bedroom/one-bathroom units for Low Income Households whose annual income does not exceed sixty percent (60%) of the median income for the area, as determined by the Florida Housing Finance Corporation ("FHFC") with adjustments for smaller and larger families and with certain exceptions as provided by FHFC; thirty-eight (38) one-bedroom/one-bathroom units for Low Income Households 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; fifteen (15) two-bedroom/two-bathroomunits for Low Income Households whose annual income does not exceed sixty percent (60%) 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; thirty-two (32) studio-bedroom/one-bathroom units for Workforce Income Households whose annual income does not exceed one hundred percent (100%) 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; forty-one (41) one- bedroom/one-bathroom units for Workforce Income Households whose annual income does not exceed one hundred percent (100%) 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; six (6) two-bedroom/two-bathroom units for Workforce Income Households whose annual income does not exceed one hundred percent (100%) of the median income for the area, as determined by Page 2 of 7 the FHFC with adjustments for smaller and larger families and with certain exceptions as provided by FHFC Section 3. Tenn of Covenant: This Covenant is a covenant running with the land. This Covenant shall remain in full force and effect and shall be binding upon the Project Sponsor, its successors and assigns from the Effective Date until the Expiration of the Affordability Period. The Affordability Period of this Project will be thirty (30) years commencing on Close -Out of the Project. Upon the Expiration of the Affordability Period, this Covenant 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 the Expiration of the Affordability Period, the City shall prepare for recording an instrument evidencing the expiration of and other termination of this Covenant in the Public Records of Miami -Dade County, Florida. Section 4. Prohibited Conveyances: Other than as provided in the Loan Agreement, the Project Sponsor covenants and agrees not to encumber or convey its interest in the Project, Property, or any portion thereof, without prior written consent as required by the Loan Agreement. For the purposes of this Covenant, any change in the ownership or control of the Project Sponsor, which is not permitted under the Loan Documents, shall be deemed a conveyance of an interest in the Project. Section 5. Repayment Upon Default: The Project Sponsor covenants and agrees that in the event (i) of the sale or conveyance of any interest in the Project and/or the Property without prior written consent as required by the Loan Documents (except as otherwise provided in the Loan Documents), or (ii) that the Project Sponsor ceases to exist as an organization, the Project Sponsor shall immediately make payment to the City in an amount equal to the full amount of Loan funds disbursed and outstanding, with interest thereon as provided in the Note, and all unpaid fees, charges and other obligations of the Project Sponsor due under any of the Bond Loan Documents. Section 6. Inspection and Enforcement: It is understood and agreed that any official inspector of the City shall have the right any time during normal working hours to enter and investigate the use of the Property to determine whether the conditions of this Covenant are in compliance, subject to the rights of Residential tenants under their leases. Section 7. Amendment and Modification: This Covenant may be modified, amended, or released as to any portion of the Property by a written instrument executed on behalf of the City and the Project Sponsor. Should this instrument be modified, amended, or released, the City Manager shall execute a written instrument in recordable form to be recorded in the Public Records of Miami -Dade County, Florida, effectuating and acknowledging such modification, amendment, or release, as necessary in order to comply with the City's Bond Requirements. Section 8. Definitions: All capitalized terms not defined herein shall have the meanings provided in the Bond Loan Agreement. Section 9. Severability: Invalidation of one of the provisions of this Covenant by judgment of Court shall not affect any of the other provisions of the Covenant, which shall remain in full force and effect. Section 10. Recordation: This Covenant shall be filed of record among the Public Records of Miami -Dade County, Florida, at the sole cost and expense of the Project Sponsor. Section 11. Deed Restriction/Covenant Running with the Land. Any and all requirements of the laws of the State of Florida that must be satisfied in order for the provisions of this Covenant Page3 of7 to constitute a deed restriction and covenant running with the land shall be satisfied in full, and any requirements or privileges of estate are intended to be satisfied, or in the alternate, an equitable servitude has been created to insure that these restrictions run with the land. For the term of this Covenant, each and every contract, deed, or other instrument hereafter executed conveying the Property or portion thereof shall expressly provide that such conveyance is subject to this Covenant, provided, however, that the covenants contained herein shall survive and be effective regardless of whether such contract, deed, or other instrument hereafter executed conveying the Property or portion thereof provides that such conveyance is subject to this Covenant. Section 12. Governing Law and Venue. This Covenant 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 Covenant 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. Section 13. Miami Forever Bond Funds. Project Sponsor acknowledges and agrees that this Covenant is intended to evidence and memorialize the use of proceeds of the Miami Forever Bond for the paramount public purpose of providing affordable housing in the City of Miami, Florida, as approved at referendum in November 2017. Project Sponsor acknowledges and agrees that the Project Sponsor entering into this Covenant is a material inducement to the City making the aforementioned Loan. [Signature Page Follows] [Remainder of page intentionally left blank.] Page4of7 IN WITNESS WHEREOF, the Project Sponsor has caused this Declaration of Restrictive Covenants to be executed by its duly authorized officers and the corporate seal to be affixed hereto on the day and year first above written. Witness Address: 1115 CDlkrn&Y P.,L\1b COP-PiL Gn ,` .. 1 1 nt Name: -r Witness Address: o�I9D `a) s.)._ }/lalfah ,fi -30ia. PROJECT SPONSOR'S ADDRESS: Dulce Vida Apartments, LLC 2800 Ponce De Leon Boulevard Suite 1160 Coral Gables, FL 33134 Attention: Michael Wohl STATE OF FLORIDA COUNTY OF MIAMI-DADE PROJECT SPONSOR: DULCE VIDA APARTMENTS, LLC, a Florida limited liability company By: Dulce Vida Holdings, LLC, a Florida limited liability company, its manager By: Coral Rock Development Group, LLC, a Florida limited liability company, its manager ACKNOWLEDGMENT ) ) SS: ) The foregoing instrume was ac owledged before me by means of physical presence or O online notarization, this I day of�` "1 Q 'y1 , 2025 by Michael D. Wohl as Manager of Coral Rock Development Group, LLC, a Florida limited liability company, the manager of Dulce Vida Holdings, LLC, a Florida limited liability company, the manager of Dulce Vida Apartments, LLC, a Florida limited liability company. He is ersonally known to mor has produced as identification. (NOTARY PUBLIC SEAL) r Signature o ier aking AcknoXvled � enl K' ota Public) Typed, or Stamped Name of ry Serial Number, if any: Page 5 of 7 ATTESTED: d B. Ha City Clerk STATE OF FLORIDA COUNTY OF MIAMI-DADE CITY OF MIAMI, a municipal corporation of the Staff of Florida By: Arthur Noriega City Manager The foregoing instrument was acknowledged before me by means of CI physical presence or O online notarization, this l 4 _ day of %eM( , 2025 by Arthur Noriega V, as City Manager for the City of Miami, a municipal corporation of the State of Florida, on behalf of the municipal corporation. He/she personally knowwto me or has produced as identification. (NOTARY PUBLIC SEAL) Approved by Housing and Community Development Department: Victor T. Turner Director Approved as to legal form and correctness: -.�,.�11. h9 George 1(0 Wysong . City Attorney R,►P # 24-.2,Ltst. Signature of Person Taking Acknowledgment ACtilaalt4 &CrcLil (Printed, Typed, or Stamped Name of Notary Public) Serial Number, if any Katluska Garcia - 'TA Comm: HH 577792 P€ Expires: Aug. 1, 2028 •q;' Notary Public - State of Florida Page 6 of 7 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY Leasehold Parcel — Dulce Vida Lots 18, 19, 20, 21, 22, 23, 24, 25 and 26, COLONNA'S SUBDIVISION, according to the Plat 'thereof, as recorded in Plat Book 11, Page 69, of the Public Records of Miami -Dade County, Florida. Page 7 of 7 Exhibit H Form of Rent Regulatory Agreement Prepared by: Raymond Pereira, Esq. Assistant City Attorney, City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 Tel: (305) 416-1800 After recording return to: Maria T. Ason Contract Compliance Analyst City of Miami Department of Housing and Community Development 444 S.W. 2nd Avenue Miami, FL 33130-1910 Property Address: 1785 NW 35 St, Miami, Florida 33142 RENT REGULATORY AGREEMENT FOR DULCE VIDA APARTMENTS (MIAMI FOREVER BOND FUNDS) This RENT REGULATORY AGREEMENT ("Regulatory Agreement") is entered into this day of , 2025, between DULCE VIDA APARTMENTS, LLC, a Florida limited liability company (hereinafter referred to as "Borrower") and the CITY OF MIAMI (hereinafter referred to as the "City"). The execution of this Regulatory Agreement by the Borrower is in connection with the loan of Miami Forever Bond ("Bond") funds, (the "Loan"), secured by certain loan documents to be executed in connection therewith (the "Loan Documents"), for the construction of a total of two hundred twenty-seven (227) residential apartment units. One hundred and seventy (170) of the residential apartment units will be bond -assisted units (the "Bond -Assisted Units") of that certain project known as Dulce Vida Apartments. The development will be a two hundred twenty-seven (227) residential unit, 8-Story Mixed Use Multifamily Rental Building located at 1785 NW 35 St, Miami, Florida 33142 (hereinafter referred to as the "Project"). In accordance with the requirements set forth in (i) that certain Miami Forever Bond Loan Agreement to be executed by the Borrower and the City for the Bond funds (the "Agreement" or "Loan Agreement"), and (ii) the other Loan documents of even date therewith between the Borrower and the City, one hundred seventy (170) of the Project units are considered `Bond - Assisted" and all of the Bond -Assisted Units are subject to the restrictions provided herein. Borrower hereby, agrees to the following terms, conditions and covenants until the end of the Affordability Period: (1) Occupancy .Requirements. The one hundred seventy (170) Bond -Assisted Units shall be occupied only by Low Income and Workforce Households. Bond -Assisted units shall be made available to tenants who qualify under the occupancy requirements of Florida Housing Finance Corporation and fit the income requirements. Low Income Household for the purposes of this Regulatory Agreement, shall mean households whose annual incomes that do not exceed sixty percent (60%) of the median income for the area (e.g. Miami -Dade County Florida), as determined by Florida Housing Finance Corporation and adjusted for family size. Workforce Income Household, for the purposes of this Regulatory Agreement, shall mean households whose annual incomes that do not exceed one hundred percent (100%) of the median income for the Page 1 of 11 area (e.g. Miami -Dade County Florida), as determined by Florida Housing Finance Corporation and adjusted for family size. (2) Maximum Rent Levels. The rents charged on all of the Bond -Assisted Units shall be subject to the rent limits released annually by Florida Housing Finance Corporation. The Rent maximums for leases signed in Miami, Florida effective as of April 1, 2025 are as follows: No. of No. of 60% AMI 100% AMI Bond- Maximum Maximum Assisted Bedrooms/Bathrooms Rent Rent Units 38 0/1 $1,032 -- 38 1/1 $1,394 -- 15 2/2 $1,672 -- 32 0/1 -- $2,170 41 1/1 -- $2,323 6 2/2 -- $2,787 The foregoing maximum rents include tenant paid utilities. Maximum rents will be reduced for the amount of the applicable HUD Utility Allowance for any utilities paid by the tenant. In no event will the monthly rent on a Bond -Assisted Unit exceed thirty percent (30%) of the applicable percentage of area median income set forth in Paragraph 1 above. Rents shall not be adjusted for changes in income or HUD published maximums until lease renewal. (3) Income Re -certification. Tenant income for Bond -Assisted Units shall be certified by the Borrower annually on the anniversary of each tenant's lease and maintained in the tenant file, subject to inspection by the City, in accordance with Paragraph 9 of this Regulatory Agreement. (4) Deposits and Pre -payments. Borrower shall not require, as a condition of occupancy or leasing of any Bond -Assisted Unit, any other consideration or deposit from the tenant, except for the prepayment of one month's rent and plus a security deposit not to exceed one additional month's rent. (5) Prohibited Lease Provisions. The Borrower's leases for Bond -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 Page 2 of 11 decision. This prohibition does not apply to personal property remaining in the Bond -Assisted Unit after the tenant has moved out. 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 a jury trial. A tenant lease may not contain a provision whereby the tenant agrees to waive any right to a jury trial. f. 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. Agreement to pay legal costs, regardless of outcome. A tenant lease may not contain a provision whereby the tenant agrees to pay attorney's 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 costs if the tenant loses. g. h. 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 action or failure to act, whether intentional or negligent. (6) Annual Reporting. Each year, on the anniversary of the issuance of the certificate of occupancy/certificate of completion for the Project, and at other times at the request of the City, the Borrower shall furnish occupancy reports in a form approved by the City, and shall provide the City with such other information as may be requested by the City relative to income, expenses, assets, liabilities, contracts, operations, and condition of the Project and/or the Bond -Assisted Units. (7) Inspections. The Borrower agrees to submit the Bond -Assisted Units to an_annual re -inspection to insure continuing compliance with all applicable housing codes, federal and local housing quality standards and regulatory requirements. The Borrower will be furnished a copy of the results of each inspection within thirty (30) calendar days of completion, and will be given thirty (30) calendar days thereafter to correct any deficiencies or violations. At any time other than an annual inspection, the City may, in its discretion, inspect any Bond -Assisted Unit. The Borrower 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. '8) Record -keeping. The Property, including the Bond -Assisted Units, equipment, buildings, plans, offices, apparatus, devices, books, contracts, records, documents, and Page 3 of 11 other papers relating thereto shall at all times be maintained in reasonable condition for proper audit and shall be subject to examination and inspection at any reasonable time by the City. Borrower shall keep copies of all written contracts and other instruments which affect the Bond -Assisted Units, all or any of which may be subject to inspection and examination by the City. Specifically, the foregoing includes 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 Regulatory Agreement, as required by Paragraph 12 of this Regulatory Agreement. (9) Default. Upon the occurrence of a violation of any provision of this Regulatory Agreement, the City shall give written notice thereof to the Borrower, by registered or certified mail, .addressed to the Borrower's address as stated in this Regulatory Agreement, or to such other address(es) as may subsequently, upon appropriate written notice thereof to the City, be designated by the Borrower. In the case of a Borrower which is a corporation or partnership, notices may also be sent by the City to the address of the corporation's chief executive officer or to all general partners, as applicable, at the City's discretion. If such violation is not corrected to the City's satisfaction, within thirty (30) calendar days after the date such notice is mailed, or within such further time as the City reasonably determines is necessary to correct the violation, without further notice the City may declare a default under this Regulatory Agreement and under the Agreement and the Loan Documents 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 agreements and Loan Documents. . All notices under this Regulatory Agreement shall be in writing and addressed as follows: Page 4 of 11 To Borrower: Dulce Vida Apartments, LLC c/o Coral Rock Development Group/Coral Rock Capital Partners 2800 Ponce de Leon Blvd., Suite 1160 Coral Gables, Florida 33134 Attention: Michael Wohi Telephone: 786-749-5307 Email: mwohl@coralrockgroup.com With Copy to: Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. 150 West Flagler St., Suite 2200 Miami, Florida 33130 Attention: Brian McDonough, Esq. Telephone: 305-789-3350 Email: bincdonough@stearnsweaver.com To City: With Copy To: City of Miami Depaituient of Housing and Community Development One Flagler Building 444 S.W. 2nd Avenue Miami, Florida 33130 Attn: Victor Turner, Director George K. Wysong III Office of the City Attorney, City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 Page 5 of 11 (10) Fines. Upon the occurrence of a violation of any provision of this Regulatory Agreement, and regardless of the nature of the violation, the City will assess a flat monthly fine in the amount of Fifty and 00/100 Dollars ($50.00) per Bond -Assisted Unit that is the subject of such violation up to a maximum of Five Thousand and 00/100 Dollars ($5,000.00) per month, for each month the violation is not corrected, and pay same over to the City. The remedy for violation provided in this section of this Regulatory Agreement is cumulative with any and all remedies at law or in equity provided in the event of a default under this Regulatory Agreement and/or the Loan Documents. (11) Tenant Notice. Borrower agrees during the term of this Regulatory Agreement, to furnish each tenant of a Bond -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 Rent Regulatory Agreement between the landlord and the City of Miami, for the term of the Affordability Period. 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 Bond -Assisted Unit, Borrower 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 City. (12) No Conflict with Loan Documents. The provisions of this Regulatory Agreement are in addition to, and do not amend, alter, modify, or supersede in any respect, the provisions of the mortgage and/or any of the other Loan Documents executed in connection with the Loan. (13) Partial Invalidity. The invalidity of any paragraph or provision of this Regulatory Agreement shall not affect the validity of the remaining paragraphs and provisions hereof. (14) Term. This Regulatory Agreement shall be effective until the expiration of the Affordability Period. On the expiration of such period, this Regulatory Agreement shall immediately lapse andbe of no further force and effect without the necessity of any other written document or instrument. Notwithstanding the foregoing, upon such expiration, the Borrower shall be permitted to prepare and record an instrument evidencing the expiration of and other termination of this Regulatory Agreement in the Public Records of Miami -Dade County, Florida. (15) Definitions. All capitalized terms used herein and not otherwise defined shall have the meanings provided in the Regulation and/or in the Loan Documents. (16) Exclusion of Commercial Spaces. Notwithstanding anything to the contrary in this Regulatory Agreement or in the Agreement, it is expressly understood and agreed that the Regulation and all other terms, conditions, restrictions, and requirements of this Regulatory Agreement shall exclude, and shall not apply to, or otherwise restrict or Page 6 of 11 affect, the operation, maintenance, leasing, improvement, base rent and other additional rent determination and collection, and all other aspects of the Borrower's management, leasing, and ownership of all or any portion of the commercial and retail spaces located in the Project, if applicable. (17) Severability. Invalidation of one of the provisions of this 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. (18) Recordation. This Regulatory Agreement shall be filed of record among the Public Records of Miami -Dade County, Florida, at the sole cost and expense of the Owner. (19) Governing Law and Venue. This Regulatory 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 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. (20) Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. (21) Attorney's Fees. In the event litigation, arbitration, or mediation, between the parties hereto, arises out of the terms of this Regulatory 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. [Signature Page Follows] Page 7 of 11 This REGULATORY AGREEMENT has been executed and delivered as of the day and year WI st above written. Pri '1 ame: '1�1►i3i" Witness ddress: �� 15 (.D-OM 61-VD COQPIL GP 1e/ Pint Name: % j1tlyl4Ket 4 re 2 Witness Address:c k 0 o) S't rn/f2h, fL 33 01 PROJECT SPONSOR'S ADDRESS: Dulce Vida Apartments, LLC 2800 Ponce De Leon Boulevard Suite 1160 Coral Gables, FL 33134 Attention: Michael Wohl STATE OF FLORIDA COUNTY OF MIAMI-DADE BORROWER: DULCE VIDA APARTMENTS, LLC, a Florida limited liability company By: Dulce Vida Holdings, LLC, a Florida limited liability company, its manager By: Coral Rock Development Group, LLC, a Florida limited liability company, i . manager ACKNOWLEDGMENT ) SS: The foregoing instrumen was acknowledged before me by means of 6physical presence or 0 online notarization, this J day of Nakierrig025 by Michael D. Wohl as Manager of Coral Rock Development Group, LLC, a Florida limited liability company, the manager of Dulce Vida Holdings, LLC, a Florida limited liability company the manager of D lce Vida Apartments, LLC, a Florida limited liability company. He is ersonally known to me or has produced as identification. (NOTARY PUBLIC SEAL) F,"fit+••; NERCYS RIJSSENBEEK *:* MY COMMISSION # HH 371484 . o woe° EXPIRES: March 9, 2027 Signature ors5n/ aking Acknowledgpient.e S I ffieOkat° (Printed, Typed, or Stamped Dame of Notary Yp Public) Serial Number, if any: Page 8 of 10 Serial Number, if any Page 9 of 11 ATTEST: CITY: CITY OF MIAMI, a municipal corporation of the State of Florid By: d B. Hann Arthur Norie City Clerk City Manager Date: a4k\ (a.x2a5 Approved by Housing and Community Development Department: Victor T. Turner Director APPROVED AS TO FORM AND CORRECTNESS: Wir"Ire George K. ysong City Attorney P4 Z - 3a Page 10 of 11 Exhibit A Legal Description Of The Property Lots 18, 19, 20, 21, 22, 23, 24, 25 and 26, COLONNA'S SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 11, Page 69, of the Public Records of Miami -Dade County, Florida. Page 11 of 11 Exhibit I Signage Requirements Building Better Neighborhoods Mayor Francis Suarez NAME OF PROJECT SECOND LINE THIRD LINE Francis Suarez Mayor Miguel Angel Gabela District 1 Damian Pardo District 2 Joe Carollo District 3 Ralph "Rafael" Rosado District 4 Christine King District 5 Arthur Noriega, V City Manager Project Construction Cost: $1,234,567 City Contribution: $1,234,567 www.miami.gov (305) 416-2080 MIAMI FOREVER BONDS EQUAL HOUSING OPPORTUNITY 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 DULCE VIDA APARTMENTS I. Commercial General Liability Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit (Per Job) $ 2,000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $1,000,000 Endorsements Required City of Miami listed as an additional insured Contingent and Contractual Liability Explosion, Collapse and Underground Hazard Primary Insurance Clause Endorsement Extended Completed Operations providing 3 years coverage extension following project completion Including Crane and Rigging Liability, as applicable II. Business Automobile Liability Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 Endorsements Required City of Miami included as an additional insured Including Crane and Rigging Liability, as applicable III. Worker's Compensation Limits of Liability (Part A): Statutory, per State of Florida Employer's Liability A. Limits of Liability (Part B) $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit Waiver of subrogation Umbrella Policy (Excess Follow Form) A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $15,000,000 Aggregate $15,000,000 City of Miami listed as an additional Insured. Coverage is excess follow form over all liability policies contained herein. V. Professional Liability/Errors & Omissions Any licensed design professional work such as that provided by architects, engineers, construction consultants, etc., shall maintain professional liability insurance: Each Claim Policy Aggregate $2,000,000 $2,000,000 If claims made, retro Date applies prior to contract inception. Coverage is to be maintained and applicable for a minimum of 3 years following contract completion. VI. Payment and Performance Bond City listed as Obligee VII. Builders' Risk $ 89,000,000 Causes of Loss: All Risk -Specific Coverage Project Location Valuation: Replacement Cost Total Cost of Renovation Deductible: $ 100,000 5% Maximum on Wind/Hail and Flood A. Coverage Extensions: City of Miami listed as loss payee Including Storage and transport of materials, equipment, supplies of any kind to be used on or incidental to the project. Equipment Breakdown for testing of al mechanized, pressurized, or electrical equipment. VIII. Safety/claims and deductibles Safety and loss control shall be exercised at all times by the Contractor for the protection of all persons, employees, and property. Any hazardous conditions must be promptly identified, reported, and action taken to mitigate as soon as possible. Notice of claims/accidents/incidents associated with this agreement shall be reported to the Contractor's insurance company and to the City's Risk Management depai tiiient as soon as practical. The Contractor has the sole responsibility for all insurance premiums and shall be fully and solely responsible for any costs or expenses as a result of a coverage deductible, co-insurance penalty, or self -insured retention; including any loss not covered because of the operation of such deductible, co-insurance penalty, self -insured retention, or coverage exclusion or limitation. The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE— MFB LOAN AGREEMENT FOR DULCE VIDA APARTMENTS I. Commercial General Liability Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $1,000,000 Endorsements Required City of Miami listed as an additional insured Contingent and Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement II. Business Automobile Liability Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 Endorsements Required City of Miami included as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation Employer's Liability A. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change, or in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. INSURANCE REQUIREMENTS —MORTGAGE AND SECURITY AGREEMENT —FOR DULCE VIDA APARTMENTS Commercial General Liability Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $1,000,000 Endorsements Required Mortgagee listed as an additional insured Primary Insurance Clause Endorsement Hired and Non Owned Auto Included II. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation Employer's Liability A. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit Letter may be provided if less than (4) employees III. PROPERTY Commercial Property Insurance covering the Building and Business Personal Property of the Project Sponsor. The property policy shall cover the perils insured under the ISO Special Causes of Loss Special Form (CP 10 30), or a substitute form providing equivalent coverages written on an All Risk or Direct Physical Loss or Damage basis with no coinsurance, including wind and named storm coverage and hail not to exceed 5% deductible depending on market conditions, along with earth movement and flood, if applicable. Coverage should be included for debris removal, extended coverage, and demolition and increased cost of construction that are caused by legal requirements regulating the construction or repair of damaged facilities or subject property, including an ordinance and law endorsement, in an amount of not less than the replacement cost of the property insured and 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 form Each Occurrence Policy Aggregate $10 ,000,000 $10 ,000,000 Mortgagee/City of Miami listed as additional insured. Coverage is excess follow 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. Schedule A Permitted Senior Financing 1. Bond loan from Citibank, N.A., national association ("Senior Lender"), to Florida Housing Finance Corporation, a public body corporate and politic, organized and existing under the laws of the State of Florida ("HFA"), in the original principal amount of $60,987,285.00, which shall be reduced to not greater than $54,000,000.00 at the conversion to permanent financing (the "Bond Loan"). The proceeds of the Bond Loan are then being loaned from HFA to Borrower, as evidenced by a [Promissory Note] and secured by a [Mortgage] both from Borrower in favor of HFA. #14065919 v2 EXHIBIT "K" ANTI -HUMAN TRAFFICKING AFFIDAVIT 1. The undersigned affirms, certifies, attests, and stipulates as follows: a. The entity/individual is a nongovernmental entity authorized to transact business in the State of Florida (hereinafter, "nongovernmental entity"). b. The nongovernmental entity is either executing, renewing, or extending a contract (including, but not limited to, any amendments, as applicable) with the City of Miami ("City") or one of its agencies, authorities, boards, trusts, or other City entity which constitutes a governmental entity as defined in Section 287.138(1), Florida Statutes (2025). c. The nongovernmental entity is not in violation of Section 787.06, Florida Statutes (2025), titled "Human Trafficking." d. The nongovernmental entity does not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes (2025). 2. Under penalties of perjury, pursuant to Section 92.525, Florida Statutes, I declare the following: a. I have read and understand the foregoing Anti -Human Trafficking Affidavit and that the facts, statements and representations provided in Section 1 are true and correct. b. I am an officer, a representative, or individual of the nongovernmental entity authorized to execute this Anti -Human Trafficking Affidavit. FURTHER AFFIANT SAYETH NAUGHT. Nongovernmental Signature: Office Addre zso / Enti /Individual: Dulce Vida Apartments, LLC Name: Victor y� Title: Manager 0 Ponce de Leon Blvd, #1160, Coral Gables, FL 33134 Email Address: vbrown@coralrockgroup.com Main Phone Number: (305) 270-2228