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HomeMy WebLinkAbout26000AGREEMENT INFORMATION AGREEMENT NUMBER 26000 NAME/TYPE OF AGREEMENT VILLA AURORA, LLLP DESCRIPTION CDBG LOAN AGREEMENT/REHABILITATION OF A RENTAL PROJECT 1398 SW 1 ST, MIAMI, FL 33135/MATTER ID: 23- 2501 /#24 EFFECTIVE DATE February 25, 2026 ATTESTED BY TODD B. HANNON ATTESTED DATE 2/25/2026 DATE RECEIVED FROM ISSUING DEPT. 3/3/2026 NOTE CITY OF MIAMI a' DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Housing and Community Development DEPT. CONTACT PERSON: Maria T. Ason NAME OF CONTRACTUAL PARTY/ENTITY: Villa Aurora, LLLP IS THIS AGREEMENT TO BE EXPEDITED/RUSH: TOTAL CONTRACT AMOUNT: $ 1,100,000.00 EXT. 1971 + YES NO FUNDING INVOLVED? + YES _ NO TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PUBLIC WORKS AGREEMENT ❑ PROFESSIONAL SERVICE AGREEMENT 0 MAINTENANCE AGREEMENT ❑GRANT AGREEMENT ❑ INTER -LOCAL AGREEMENT . ❑ EXPERT CONSULTANT AGREEMENT ❑ LEASE AGREEMENT 0.LICENSE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT tOTHER (PLEASE SPECIFY): CDBG Loan agreement and related documents PURPOSE OF ITEM (DETAILED SUMMARY/ADD ADDITONAL PAGES IF NECESSARY): Execute 3 original CDBG Loan agreements and related loan documents for the rehab of affordable housing project known as Villa Aurora. COMMISSION APPROVAL DATE: FILE ID: ENACTMENT No.: IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: HCLC approvals dated 3/26/23 and 5/20/25 i ROUTING INFORMATION DATE PLEASE PRINT AND/SIGN APPROVAL BY DEPARTMENT DIRECTOR/ DESIGNEE 2 76 /a PRINT: VICTOR TU E ;�� DE �e SIGNATURE: IA- P `/ APPROVAL BY RISK MANAGEMENT -.21/45/2 6 • PRINT: DAVID RUIZ P -U SIGNATURE: APPROVAL BY CITY ATTORNEY �� 3- s) I Ja� •i1 • PRINT: GEORGE K, SONG III SIGNATURE: APPROVAL BY ASSISTANT CITY MANAGER C4 Pj g. PRINT: ERICA PAS6HAL DA * NG SIGNATURE::�.� ✓�� " PRINT: NATASi4A COLS OOK-WILLIAMS-- SIGNATURE: 6/62.h/Gk' �c�1 APPROVAL BY DEPUTY CITY MANAGER / 02 /25 /20 APPROVAL BY CITY MANAGER �i PRINT: •,i 4M S .(`'€Y, ��' SIGNATUR : APPROVAL BY CITY CLERK d- D- 5/?-4 PRINT: TO • • B. A ' 0 SIGNATURE: PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER CDBG LOAN AGREEMENT FOR VILLA AURORA LLLP This Community Development Block Grant Program Loan Agreement (this "Loan Agreement" or "Agreement") dated as of this OS day of 2026, is by and between the CITY OF MIAMI, a municipal corporation of the State of Flo ' a (hereinafter the "City" or "Lender"), and VILLA AURORA, LLLP, a Florida limited liability limited partnership (hereinafter the "Project Sponsor" or "Borrower"). FUNDING SOURCE: Community Development Block Grant ("CDBG") Program AMOUNT: $1,100,000.00 in CDBG Funds RESOLUTION: The City of Miami Housing and Commercial Loan Committee ("HCLC") approval of September 26, 2023 and on May 20, 2025 PROJECT NAME: Villa Aurora PROJECT TYPE: Rehabilitation of a Rental Project PROJECT SPONSOR: Villa Aurora, LLLP, a Florida limited liability limited partnership LAND OWNER: Villa Aurora, LLLP, a Florida limited liability limited partnership TERM OF THE AGREEMENT: See Section 1.19 AFFORDABILITY PERIOD: Thirty (30) years commencing on the Closeout of the Project CDBG ASSISTED UNITS: Seventy-six (76) of the Affordable Units shall be CDBG Assisted Units for eligible Very Low -Income Households and Low -Income Households. PROPERTY ADDRESS: 1398 SW 1 Street, Miami, Florida 33135 IDIS NUMBER: SCI NUMBER: EXHIBITS ATTACHED: Exhibit "A" Legal Description Page 1 of 41 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" Insurance Requirements Exhibit "K" Anti -Human Trafficking Affidavit Schedule A Schedule of Permitted Senior Financing RECITALS WHEREAS, the Project Sponsor is the owner of the real property described in Exhibit "A." The Project Sponsor is rehabilitating an affordable housing project known as "Villa Aurora", that will increase the supply of rental housing units for Low Income Households and Very Low -Income Households and individuals, by providing additional affordable rental units. WHEREAS, on September 26, 2023, and on May 20, 2025, the City's HCLC approved a loan of CDBG funds in the amount of $1,100,000.00 for the rehabilitation costs associated with its the affordable rental housing Project; and WHEREAS, the City and the Project Sponsor intend and agree that the CDBG 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 The City and the Project Sponsor hereby agree that the capitalized terms used herein shall have the meanings set forth below unless the context requires otherwise: 1.1 Affordability Period: 1.2 Affordable: The period of time that the Assisted Units must remain Affordable. The Affordability Period for this Project will be thirty (30) years, commencing on the Close -Out of the Project. A project or unit that satisfies the requirements set forth in 24 CFR Part 570, in the Rent Regulatory Agreement, and the Covenant. Page 2 of 41 1.3 Close -Out of the Project: 1.4 Contract Records: 1.5 Effective Date: 1.6 Omitted The date on which the Project has satisfied all of the requirements on the Project's IDIS account and the IDIS account is closed, and the Project has obtained all of the required Certificate(s) of Completion and all CDBG Assisted Units have been leased to eligible CDBG tenants, and the City has accepted the Borrower's Financial Close -Out Package. Any and all books, records, documents, information, data, papers, letters, materials, electronic storage data and media, whether written, printed, computerized, electronic or electrical, however collected or preserved which are or were produced, developed, maintained, completed, received or compiled by or at the direction of the Project Sponsor or any Project contractor or subcontractor relating to the use of the CDBG 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. The Date on which the Agreement has been signed by the City Manager and attested to by the City Clerk. 1.7 HUD: The United States Department of Housing and Urban Development. 1.8 CDBG Assisted Units, or Assisted Units: Of the Project's total seventy-six (76) units, all seventy-six (76) units shall be CDBG Assisted Units that shall be occupied by Low Income Households and Very Low -Income Households. Sixty (60) of the Project Units shall be occupied by Low Income Households and sixteen (16) of the Project Units shall be occupied by Very Low -Income Households. Four (4) units shall be studio apartments. Thirty-six (36) units shall be one bedroom/one bathroom apartment units. Twenty-one (21) units shall be two bedroom/two bathroom units. Ten (10) units shall be three-bedroom/two-bathroom apartment units. Five (5) four bedroom/two-bathroom apartment units. Page 3 of 41 1.9 CDBG Loan Documents, or Loan Documents: 1.10 CDBG Funds, or, the Loan: 1.11 CDBG Program: 1.12 CDBG Requirements: 1.13 Legal Requirements: 1.14 Low -Income Household: 1.15 Very Low -Income Household: The payable rents on the CDBG Assisted Units are subject to the Covenant and the Rent Regulatory Agreement. Further restrictions apply to the CDBG Assisted Units as provided in and this Agreement, the Covenant, the other CDBG Loan Documents and the Legal Requirements, as applicable. The CDBG Assisted Units shall remain Affordable throughout the Affordability Period. This Agreement and all other documents that may now or hereafter evidence or secure the CDBG Funds together with other documents executed in connection therewith or presented by the Project Sponsor 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. The loan in the amount of $1,100,000.00 from the City to the Project Sponsor for Project construction. Title I of the Housing and Community Development Act of 1974, as amended. The requirements contained in this Agreement, 24 CFR Part 570 and any other requirements imposed by the City. The CDBG Requirements and all federal laws and regulations pertaining thereto which are described or referenced in 24 CFR Part 570; and 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 CDBG Program. Annual income does not exceed sixty percent (60%) of the median income for the area, as determined by HUD, adjusted for family size. Annual income does not exceed fifty percent (50%) of the median income for the area, as determined by HUD, adjusted for family size. Page 4 of 41 1.16 Project: 1.17 Property: Villa Aurora is the rehabilitation of an existing affordable housing residential rental building located at 1398 SW 1 Street, Miami, Florida. The project will have a total of seventy-six (76) units. The seventy-six (76) Affordable CDBG Assisted Units shall be occupied by eligible tenants, as described herein, and shall consist of four (4) studio apartments, thirty-six (36) one bedroom/one bathroom apartment units, twenty-one (21) two bedroom/two-bathroom apartment units, ten (10) three-bedroom/two-bathroom apartment units, and five (5) four bedroom/two bathroom apartment units. All seventy-six (76) Project units shall be CDBG- Assisted Units and shall be subject to the CDBG Requirements and the Loan Documents throughout the Affordability Period. The Building on the Property shall be renovated in accordance with the Project Schedule/Scope of Work and the plans and specifications (attached hereto and incorporated herein as Exhibit "B"), that will provide affordable housing opportunities in accordance with HUD income guidelines. The real property located at 1398 SW 1 Street, Miami, Florida 33135, in the County of Miami - Dade, State of Florida, on which the Project is being constructed, as legally described in Exhibit "A," attached hereto and incorporated herein. 1.18 Permitted Senior Financing: Described in Schedule "A." 1.19 Term: 1.20 The Covenant: 1.21 Omitted 1.22 Omitted 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 Declaration of Restrictive Covenants to be recorded in the Public Records of Miami -Dade County, Florida to ensure that the CDBG Assisted Units will qualify and remain Affordable during the Affordability Period. Page 5 of 41 1.23 The Note: 1.24 The Mortgage The Promissory Note of even date herewith evidencing the Loan, executed by the Project Sponsor in favor of the City. The Mortgage and Security Agreement collateralizing the Loan, executed by the Project Sponsor, a copy of which is attached hereto and incorporated herein as Exhibit "F." ARTICLE II CDBG FUNDS Upon satisfaction of all conditions set forth herein, the City shall disburse the CDBG Funds to the Project Sponsor for the purposes herein set forth. 2.1 Use of Funds. The CDBG Funds shall be used for the rehabilitation of an 12-floor affordable rental building located at 1398 SW 1 Street, Miami, Florida 33135, in accordance with the Scope of Work, attached hereto and incorporated herein as Exhibit "B", and the Budget attached hereto and incorporated herein as Exhibit "C", and occupied by Low Income Households and Very Low-income Households during the Affordability Period. 2.2 Disbursement. The CDBG 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, to be entered into by the City and the Project Sponsor (the "Disbursement Agreement") a copy of which is attached hereto as Exhibit "D". The Project Sponsor shall not request disbursement of such Funds until such Funds are needed for payment of eligible costs. The amount of each request for disbursement must be limited to the amount needed for the payment of eligible costs. The Project Sponsor agrees and affirms that any expenditure of the CDBG Funds will be in compliance with the requirements of 24 CFR 570. Project Sponsor acknowledges and affirms that Ten Thousand and 00/100 Dollars ($10,000.00) of the CDBG Funds was awarded to the Project for, and may be used by the City to cover, certain costs incurred by the City in connection with the Project. Notwithstanding any provision herein or in any of the Loan Documents to the contrary, the CDBG Funds shall not be available for disbursement hereunder until a HUD Release of Grant Conditions or confirmation of exempt status has been obtained for the Project. This Agreement and the City's obligations to disburse CDBG Funds hereunder, shall automatically terminate in the event that within six (6) months of the Effective Date hereof such HUD Release of Grant Conditions or confirmation of exempt status has not been obtained for the Project. 2.3 Repayment of CDBG Funds. Absent an Event of Default, payment of principal, and interest set forth in the Loan Documents shall not be required throughout the Affordability Period, however, commencing upon Close -Out of the Project and continuing until the expiration of the Affordability Period, interest on the CDBG Funds outstanding shall accrue at the rate of zero Page 6 of 41 percent (0%) per annum. The principal and any accrued interest will be deferred to the end of the thirty (30)-year Affordability Period, at which time the principal and accrued interest are due and payable, unless payable sooner upon acceleration as provided herein. Payment or reimbursement of the City's expenses as provided in Section 7.1 hereof shall not be deferred. B. The Project Sponsor shall not agree to any transaction or agreement that will create additional mandatory superior payments without the City's prior written approval other than as set forth on Schedule "A" attached hereto and made a part hereof. C. Notwithstanding any provision herein to the contrary, in the event that the Project Sponsor shall: (i) Meet all of its obligations hereunder and under all of the CDBG Loan Documents executed in connection herewith; (ii) Commence construction of the Project within six (6) months from the Effective Date of this Agreement. (iii) Obtain all required certificates of completion for the Project, within eighteen (18) months from the Effective Date; (iv) Rent seventy-six (76) CDBG Assisted Units to Low -Income and Very Low - Income Households in accordance with the requirements of this Agreement, within twelve (12) months after the issuance of certificates of occupancy for the Project, but in no event later than thirty (30) months from the Effective Date (v) Throughout the Affordability Period, rent the CDBG Assisted Units to Low -Income Households and Very Low Income Households in accordance with the requirements of this Agreement, the Rent Regulatory Agreement and the other CDBG Loan Documents; and (vi) Throughout the Affordability Period, comply with all applicable CDBG Requirements and all applicable requirements hereof and in the other CDBG Loan Documents; then, in such event, the City may, in its sole and absolute discretion, cancel all remaining indebtedness on the Loan, cancel the CDBG Note (and deliver, or cause to be delivered, the cancelled original CDBG Note to the Project Sponsor), and satisfy the Mortgage (and prepare and record a satisfaction of the Mortgage in the Public Records of Miami -Dade County, Florida). D. Notwithstanding any provision herein to the contrary, the amount of the CDBG Funds disbursed hereunder, together with all interest accrued thereon, shall become due and payable upon the occurrence of an Event of Default as described in Article VII below and the continuance of such Event of Default beyond the applicable cure period, if any. Page 7 of 41 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. ARTICLE III DISBURSEMENT REQUIREMENTS 3.1 CONDITIONS OF DISBURSEMENT OF CDBG FUNDS. The City shall not be obligated to disburse the CDBG Funds unless and until the City has received the following: 3.1.1 Title Insurance. A title insurance commitment issued by a title insurance company acceptable to the City identifying the City's insurable interest, the Project Sponsor's Leasehold estate 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 CDBG Program. Evidence of the Project Sponsor's satisfactory compliance with all of the applicable requirements of the CDBG Program, pursuant to 24 CFR Part 570, as hereinafter detailed. 3.1.5 Corporate Documents. (a) The operating agreement, or its equivalent, and a good standing certificate for the Project Sponsor and its Manager, certified by the appropriate governmental authority. (b) Resolutions, and incumbency certificates, or, in the case of a partnership, their equivalent, for the Project Sponsor and its Manager certified by the Corporate Secretary or other authorized signer, authorizing the consummation of the transactions contemplated hereby, all satisfactory to the City. Page 8 of 41 (c) Evidence satisfactory to the City that Project Sponsor and any partner of such entity, is qualified to receive funds under the CDBG Program in accordance with the accordance with the CDBG Requirements. 3.1.6 Insurance Policies. The Project Sponsor shall obtain and furnish evidence of insurance coverage as the City may require in connection with the Project, which may include, but is not limited to, the following: (a) Commercial General Liability with limits of not less than $1,000,000.00 per occurrence and $2,000,000.00 aggregate, protecting against property damage, advertising injury claims, personal injury and bodily injury, including death. The insurance policy shall be written on a primary and non- contributory basis and shall further list the City as an additional insured. (b) Business Auto Liability affording coverage on all owned autos, including hired and non -owned auto exposures with limits of $1,000,000 per accident. The City shall be listed as an additional insured. (c) Workers' Compensation and Employer's liability coverage subject to the statutory limits as required by the laws of the State of Florida ("State"). The Project Sponsor shall be required to obtain and maintain at all times the insurance coverage outlined under this Section, and shall further furnish evidence to the City of such. In addition, the Project Sponsor shall require its contractors to furnish certificates of insurance in accordance to Exhibit "J." To the extent available from the applicable insurance company, all such policies shall provide the City with a written notice of cancellation or material change from the insurer not less than thirty (30) days prior to any such cancellation or material change, and all such policies shall be written by insurance companies satisfactory to the City. Failure of the Project Sponsor to submit all required evidence of the specified insurance coverage fourteen (14) calendar days prior to the start of Project shall delay the disbursement of the CDBG Funds. 3.1.7 Operative Documents. This Agreement, the Covenant, the Note, the Mortgage, the Rent Regulatory Agreement, the Disbursement Agreement, the other CDBG Loan Documents, and all other CDBG Documents, shall be duly and lawfully executed by the Project Sponsor and in recordable form, where appropriate. 3.1.8 Appraisal. A current appraisal of the Property made by a member of the American Institute of Real Estate Appraisers. 3.1.9 List of Contractors and Subcontractors. A list of all of the Project Sponsor's subcontractors and contractors 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 Page 9 of 41 supply of materials in connection with the Project to be funded pursuant to this Agreement. 3.1.10 Compliance with CDBG Requirements. All other documents required by the CDBG Program evidencing compliance with CDBG Requirements. 3.1.11 Firm Commitments for Construction Financing. If applicable, evidence of firm commitments for a construction/permanent loan(s) as provided for in the Budget, attached hereto as Exhibit "C" and made a part hereof. 3.1.12 Evaluation of Project Costs. The evaluation of the Project's costs as prepared by an independent engineer/general contractor, engaged by the Project Sponsor, that supports the total projected construction costs of the Project. 3.1.13 First Source Hiring Agreement. If applicable, an executed First Source Hiring Agreement between the Project Sponsor and the City. 3.1.14 Historic Preservation Review. All applicable requirements of the State of Florida Historic Preservation Department shall have been met prior to the disbursement of any funds hereunder. 3.1.15 Environmental Report. The Project Sponsor shall submit all information requested by the City with respect to the Project including, but not limited to, Phase I and Phase II Environmental Assessment Reports, as applicable. 3.1.16 Audit Report. The Project Sponsor shall submit audit reports, as are required herein, to the City. 3.1.17 Personnel Policies and Administrative Procedure Manuals. The Project Sponsor shall submit detailed documents describing the Project • Sponsor's internal 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) days of the execution of this Agreement and prior to the disbursement of any funds hereunder. 3.1.18 Certificate Regarding Lobbying. Such Certificate Regarding Lobbying as may be requested by the City. 3.1.19 Certificate Regarding Debarment, Suspension, and Other Responsibility Matters. Such Certificate Regarding Debarment, Suspension and Other Responsibility Matters as may be requested by the City. 3.1.20 Public Entity Crime Affidavit. Such Public Entity Crime Affidavit as may be required by the City. Page 10 of 41 3.1.21 Environmental Clearance. Project construction must not commence, nor will any CDBG Funds be advanced, nor are any costs to be incurred, until satisfactory completion of an environmental review and receipt by the City of a release of funds from HUD under 24 CFR Part 58. CDBG Funds will not be disbursed until the Removal of Grant Condition is received by the City from HUD. 3.1.22 All other documents required by the City. 3.1.23 Project Sponsor Compliance. The Project Sponsor shall be in full compliance with the requirements of previously funded City projects that are either under construction or in their affordability periods, including, but not limited to, the requirements of applicable Office of Management and Budget ("OMB") Circular(s) and any other reporting and insurance requirements imposed by the City for those projects. ARTICLE IV CDBG PROGRAM REQUIREMENTS The Project Sponsor shall comply with all applicable requirements of the CDBG Program including, but not limited to, the following CDBG Requirements: 4.1 GENERAL. 4.1.1 The Project Sponsor shall maintain current documentation that its activities qualify under the CDBG Requirements. 4.1.2 The Project Sponsor shall ensure that any expenditure of the CDBG Funds will be in compliance with the requirements of 24 CFR Part 570. 4.1.3 The Project Sponsor shall comply with all the non-discrimination requirements of 24 CFR §570. 4.1.4 The Project Sponsor shall comply with all applicable provisions of 24 CFR Part 570 and shall carry out each Project activity in compliance with all applicable federal laws and regulations. • 4.1.5 The Project Sponsor shall agree in writing to comply with any and all requirements as may set forth in Site Environmental Clearance Statement executed in connection herewith. 4.1.6 The Project Sponsor shall comply with the affirmative marketing requirements specified in Exhibit "E" attached hereto and incorporated herein; further the Project Sponsor shall annually report to the City on all actions taken to comply with said requirements as same are specified in Exhibit "E". Page 11 of 41 4.1.7 The Project Sponsor shall cooperate with the City in informing the appropriate citizen participation structures, including the appropriate area committees, of the activities of the Project Sponsor in adhering to the provisions of this Agreement. Representatives of the Project Sponsor shall attend meetings of the appropriate committees and citizen participation structures upon the request of the citizen participation officers or the City. 4.1.8 The Project Sponsor shall cooperate with the City in informing the appropriate citizen participation structures, including the appropriate area committees, of the activities of the Project Sponsor in adhering to the provisions of this Agreement. Representatives of the Project Sponsor shall attend meetings of the appropriate committees and citizen participation structures upon the request of the citizen participation officers or the City. 4.1.9 Throughout the Affordability Period the Project Sponsor shall comply with all Project housing quality standards imposed by the City. 4.1.10 The Project Sponsor agrees that throughout the Affordability Period, Rents and tenant incomes for the CDBG Assisted Units shall be monitored by the City. 4.1.11 The Project Sponsor shall comply with all applicable displacement and relocation requirements. 4.1.12 Attendance at citizen participation committees/meetings, provided the Project Sponsor is provided reasonable notice of such committees/meetings. 4.1.13 The Project Sponsor shall, to the greatest extent possible, give Low -Income residents of the service community opportunities for training and employment. 4.1.14 The Project Sponsor shall ensure and maintain documentation that conclusively demonstrates that each activity assisted in whole or in part with CDBG Funds is an activity that benefits Low -Income and Very Low Income Households. 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 the CDBG Funds in excess of $25,000.00. The property must either be: (a) Used to meet one of the national objectives set forth in 24 C.F.R. 570.208 for five years after the expiration/termination of this Agreement, or Page 12 of 41 (b) If not used in accordance with paragraph (a) above, the Borrower shall pay to the City an amount equal to the current market value of the property less any portion of the value of the property attributable to expenditures of non-CDBG Funds for the acquisition of or improvement to the property. (c) If not used in accordance with paragraph (a) above, then that shall constitute an Event of Default and Project Sponsor shall pay to the City an amount equal to the amount of CDBG Funds disbursed at the time of default plus accrued interest. 4.2.2 All real property purchased in whole or in part with funds for this Agreement 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 Project Sponsor 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 CDBG 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 CDBG activity that will be completed. 4.3 PERSONAL PROPERTY. 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 $500.00 or more per item, with a normal expected life of one or more years, not fixed in place, and not an integral part of a structure, facility, or another piece of equipment. (c) Expendable Personal Property. All tangible personal property other than non -expendable property. Page 13 of 41 4.3.2 Requirements. The Project Sponsor shall comply with the non -expendable personal property requirements stated below: (a) All non -expendable personal property purchased in whole or in part with funds from this and previous contracts with the City shall be listed in the property records of the Project Sponsor and shall include: a description of the property; location; model number; manufacturer's serial number; date of acquisition; funding source; unit cost; property inventory number; information on its condition; and information on the transfer, replacement, or disposition of the property. (b) All non -expendable personal property purchased in whole or in part with funds from this and previous contracts with the City shall be inventoried annually by the Project Sponsor and 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. (c) Ownership of all non -expendable personal property purchased in whole or in part with funds given to the Project Sponsor pursuant to the terms of this Agreement shall vest in the City. 4.4 DISPOSITION. The Project Sponsor shall obtain the prior written approval of the City for the disposition of real property, expendable personal property and non -expendable personal property purchased in whole or in part with funds given to the Project Sponsor or its subcontractors pursuant to the terms of this Agreement, 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 SUBCONTRACTS AND ASSIGNMENTS. 4.5.1 The Project Sponsor shall ensure that all subcontracts and assignments funded with CDBG Funds hereunder: (a) Identify the full, correct, and legal name of all parties; (b) Describe the activities to be performed; (c) Present a complete and accurate breakdown of its price component; (d) Incorporate a provision requiring compliance with all applicable regulatory and other requirements of this Agreement, including but not limited to the City's Minority Procurement Ordinance, and with any other conditions and/or approvals that the City may deem necessary. The requirements of this subparagraph 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 Page 14 of 41 its sole and absolute discretion determine when services are eligible substantive programmatic services and subject to the audit and record - keeping requirements described in this Agreement; and (e) Incorporate the language of the Certificate Regarding Lobbying executed in connection herewith. 4.5.2 The Project Sponsor shall incorporate in all consultant and other subcontracts funded with CDBG funds hereunder the following provision: "[The Project Sponsor] 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 [the Project Sponsor]. [The Consultant] assumes full responsibility for the provision of all insurance and fringe benefits for himself/herself/itself and employees retained by [the Consultant] in carrying out the Scope of Services provided in this subcontract." 4.5.3 The Project Sponsor shall be responsible for monitoring the contractual performance of all subcontracts. 4.5.4 The Project Sponsor shall submit to the City for its review and confirmation any subcontract engaging any party who agrees to carry out any substantive programmatic activities, to ensure its compliance with the requirements of this Agreement. The City's review and confirmation shall be obtained prior to the release of any funds for the Project Sponsor's subcontractor(s). 4.5.5 The Project Sponsor shall receive written approval from the City prior to either assigning or transferring any obligations or responsibility set forth in this 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 Project Sponsor and its subcontractors shall comply with the Davis -Bacon Act, 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 If the City requests it, the Project Sponsor shall submit to the City, for written prior approval, all proposed Solicitation Notices, Invitations for Bids, and Requests for Proposals. Page 15 of 41 4.5.9 The Project Sponsor and its subcontractors shall comply with the Build America (the "BABA"), Buy America Act, 41 USC 8301 note, enacted as part of the Infrastructure Investment and Jobs Act on November 15, 2021, and all applicable rules and notices, as may be amended, if applicable to the Project. The BABA established the Buy America Preference (the "BAP"), which requires that Federally funded infrastructure projects use domestically produced materials. 4.6 REPORTING OBLIGATIONS. 4.6.1 The Project Sponsor shall submit the following as required by the City: 4.6.1.1 Progress Reports. The Project Sponsor shall submit status reports and projected completion dates to describe the progress made by the Project Sponsor in 'achieving each of the objectives identified in Exhibit "B" attached hereto. The Project Sponsor shall also submit an Earned Income Report in such form as may be required by the City. Both the Progress Report and the Earned Income Report shall be provided to the City on a quarterly basis. 4.6.1.2 Inventory Report. The Project Sponsor shall furnish such reports on the Project real property, as specified in Paragraph 4.2 hereof, as may be requested by the City. 4.6.13 Affirmative Action Plan. The Project Sponsor shall report to the City such information relative to the equality of Project employment opportunities whenever requested by the City. 4.6.1.4 Assurance of Compliance with Section 504 of the Rehabilitation Act. The Project Sponsor shall report on its compliance with Section 504 of the Rehabilitation Act, whenever requested by the City. 4.6.1.5 Affirmative Marketing Plan and Report. The Project Sponsor shall report to the City, annually, on all actions taken to comply with the affirmative marketing requirements provided in Exhibit "E" attached hereto. 4.6.1.6 List of Subcontractors. The Project Sponsor shall provide .a list of all Project contractors and subcontractors, and copies of all contracts in excess of $10,000 for the performance of services or the supply of materials in connection with the Project. 4.6.1.7 Previously Funded City Projects. The Project Sponsor shall comply with (i) all applicable reporting requirements relating to the Project Sponsor's previously funded City projects which are under construction or in the Affordability Period, including, without Page 16 of 41 limiting the foregoing, OMB A-133; and (ii) all applicable insurance requirements relating to such other previously funded projects of the Project Sponsor. 4.6.1.8 Build America Buy America. The Borrower must comply with the requirements of the Build America, Buy America (BABA) Act, 41 USC 8301 note, and all applicable rules and notices, as may be amended, if applicable to the Borrower's infrastructure project. Pursuant to HUD's Notice, "Public Interest Phased Implementation Waiver for FY 2022 and 2023 of Build America, Buy America Provisions as Applied to Recipients of HUD Federal Financial Assistance" (88 FR17001), any funds obligated by HUD on or after the applicable listed effective dates, are subject to BABA requirements, unless excepted by a waiver. 4.6.1.9 All such other reports as may be reasonably requested by the City. 4.6.1.10 Audits, Other Information and Records. (i) The Project Sponsor shall submit to the City an audit conducted by an independent certified public accountant or firm of independent certified public accountants in accordance with generally accepted auditing standards, including audited financial statements and a report on compliance with laws and regulations based on the audit of financial statements. Two copies of each such audit must be delivered to the City no later than six (6) months following the end of each Project Sponsor fiscal year. Each such audited financial statement is to be for the 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. Promissory notes The financial statements shall be accompanied by a certification of the Project Sponsor as to the accuracy of such financial statements. A late fee of $500.00 will be assessed by the City for failure to submit any of the required audited financial statements Page 17 of 41 or the certification each year as required, absent a showing by Project Sponsor of good cause. At the request of the City, the Project Sponsor shall also furnish to the City unaudited financial statements of the Project Sponsor, certified by the Project Sponsor's principal financial or accounting officer, covering such financial matters as the City may request, including without limitation, monthly statements with respect to the Project. (ii) The Project Sponsor shall maintain all Contract Records in accordance with generally accepted accounting principles, procedures, and practices, which records shall sufficiently and properly reflect all revenues and expenditures of funds provided directly or indirectly by the City pursuant to the terms of this Agreement. (iii) The Project Sponsor 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. (iv) The Project Sponsor shall include in all Project subcontracts, each of the record keeping and audit requirements detailed in this Agreement. The City shall in its sole discretion determine when services are subject to the audit and recordkeeping requirements described above. The Project Sponsor shall submit to the City all reports described in this Section 4.6, 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 Project Sponsor's performance and compliance with this Agreement, the Rent Regulatory Agreement, the other CDBG Loan Documents and all Legal Requirements. 4.6.2 Federal, State and County Laws and Regulations. 4.6.2.1 The Project Sponsor shall comply with applicable administrative requirements as described in 24 C.F.R. §570.502. 4.6.2.2 The Project Sponsor shall carry out each activity in compliance with all Federal laws, regulations and requirements described in subpart K of 24 C.F.R. Part 570, unless determined otherwise in the City's sole and absolute discretion. Page 18 of 41 4.6.2.3 The Project Sponsor shall comply with all applicable federal laws, regulations and requirements including, but not limited to: 24 C.F.R. Part 570; 24 C.F.R. Part 85, Section 504 of the Rehabilitation Act of 1964, as amended, which prohibits discrimination on the basis of handicap; Title VI of the Civil Right 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. 4.6.2.3 If the amount payable to the Project Sponsor pursuant to the terms of this Agreement is in excess of $100,000.00, the Project Sponsor shall comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act of 1970 (42 U.S.C. 7401 et. seq.), as amended; the Federal Water Pollution Control Act (33 U.S.C. 1251), as amended; Section 508 of the Clean Water Act (33 U.S.C. 1368); Environmental Protection Agency regulations (40 CFR Part 15); and Executive Order 11738. 4.7 ADDITIONAL CDBG FUNDING. The Project Sponsor acknowledges that under the CDBG Program, additional CDBG funds may be committed to the Project up to one (1) year after "Project Completion", but the amount of CDBG funds in the Project may not exceed the per -unit subsidy amount established in 24 CFR Part 570. The City may, in its sole discretion, de -obligate the CDBG Funds from the Project, if by no later than six (6) months from the date of approval of the CDBG Funds, the Borrower has failed to obtain all funding commitments represented to HCLC. ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE PROJECT SPONSOR The Project Sponsor represents and warrants to the City as follows: 5.1 Organization and Existence. The Project Sponsor is a Florida limited liability limited partnership, 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 CDBG Funds, and to own, operate and develop the Project. The Project shall comply with all applicable CDBG Requirements. The Project Sponsor has full power and authority to perform the provisions hereof and of its agreements and undertakings with the City and to perform the transactions contemplated hereby, and such Page 19 of 41 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 CDBG Program, this Agreement, and/or the other CDBG Loan Documents, are true and correct in all material respects and accurately set forth the facts contained therein and neither misstate any material fact nor, separately or in the aggregate, fail to state any material fact necessary to make the statements made therein not misleading. 5.3 Absence of Proceedings, Actions and Judgments. There are no conditions, circumstances, events, agreements, documents, instruments, restrictions, actions, suits or proceedings pending or threatened against or affecting the Project Sponsor, the Project or the Property which could adversely affect the Project Sponsor's ability to comply with the CDBG 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 CDBG Loan Documents regardless of the giving of notice or the passage of time or both. There are no outstanding or unpaid judgments or arbitration awards against the Project Sponsor. 5.4 Non -Default. The Project Sponsor is not in default or violation with respect to any Legal Requirement, nor is it in default under or in material breach of any instrument or agreement to which it is a party or by which it otherwise may be bound. The execution and delivery of this Agreement and the other CDBG Documents, the consummation of the other transactions contemplated hereby, and the ownership and development of the Project as contemplated hereby and by the other CDBG Documents: (i) do not and will not conflict with or result in violation of any Legal Requirement or in the breach or default under any indenture, contract, agreement or other instrument to which the Project Sponsor is a party or by which it may be bound; and (ii) have been duly authorized by all necessary actions and approvals, whether corporate or otherwise. 5.5 Valid Obligations. This Agreement and all of the other CDBG Loan Documents, when executed and delivered, shall constitute the duly authorized, legal, valid and binding obligations of the Project Sponsor and will be enforceable in accordance with their respective terms. 5.6 Marketable Title. The Project Sponsor has good and marketable leasehold title to the Property, subject only to: (a) the exceptions and other matters set forth in that certain Title Insurance Commitment Number 11687412, issued by Chicago Title Insurance Company, effective as of January 21, 2026, at 5:00 pm, as endorsed (collectively, the "Title Commitment and Exceptions"); and (b) from time to time, the granting of utility and similar easements on a non- material portion of the Property to utility and similar service providers for the installation and maintenance of utility and similar service equipment and components. 5.7 Compliance. The completion and use of the Project in accordance with the Scope of Work will comply fully with all Legal Requirements, and with all limitations on the use of the Project, or any other condition, grant, easement, covenant, or restriction, whether recorded or not. All necessary approvals, permits and licenses for the construction, operation, and use of the Project Page 20 of 41 have been unconditionally obtained and are in full force and effect, or if the present state of construction of the Project does not allow such issuance, then such approvals, permits and licenses will be issued when the Project is completed. 5.8 Encroachments. When completed in accordance with the Scope of Work, the Project will not encroach upon any building line, setback line, side yard line or other recorded or visible easements or other easements of which the Project Sponsor is aware which exists (or which the Project Sponsor has reason to believe may exist) with respect to the Project other than 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 CDBG Assisted Unit each which may be entered into from time to time. 5.11 Pending Assessments. The Project Sponsor has no knowledge of any pending or proposed governmental action that would impair the operation or value of the Project or result in a special assessment against the Project. 5.12 Project. Waste. The Project Sponsor shall not commit or suffer waste or negligence on the 5.13 Fraud. No fraud by the Project Sponsor has occurred in the qualification of the Project, the Project Sponsor and/or the Property under the CDBG Program, the negotiation of this Agreement and the other CDBG 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 best of the Project Sponsor's knowledge and belief, no such proceedings have been threatened. 5.15 No Changes. There have been no material adverse changes in projected costs and expenses of or from the Project or in the occupancy of the Property or any other features of the transactions contemplated hereby as submitted to the City. 5.16 Compliance with Laws and Regulations. The Project Sponsor will comply at all times with all Legal Requirements. The Project Sponsor will comply at all times with the CDBG Requirements affecting the ownership, use, construction, lease and operation of the Project. 5.17. Other Project Financing. The Project Sponsor has not applied for nor received, and does not otherwise have available, in connection with the Project any other financing/funding, except for those funds, loans and/or loan commitment previously identified in writing to, and approved by, the City as set forth on the attached Schedule A the ("Permitted Senior Financing"). Page21 of 41 5.18 Reaffirmation. Each of the representations and warranties set forth in this Article shall be true at all times and the acceptance of the CDBG Funds hereunder by the Project Sponsor shall be deemed to be a reaffirmation of each of the representations and warranties given in this Agreement. ARTICLE VI PROJECT SPONSOR'S AND OWNER'S OBLIGATIONS 6.1 Scope of Work. The Project Sponsor shall perform the Scope of Work as set forth herein and on Exhibit "B" attached hereto. Project Sponsor shall: (a) meet all of its obligations hereunder and under all of the CDBG Loan Documents executed in connection herewith, (b) commence construction within six (6) months from the Effective Date of the contract, (c) obtain all certificated of occupancy, certificates of use, and close all permits within eighteen (18) months from the Effective Date (d) throughout the Affordability Period, rent the CDBG Assisted Units to Low -Income Households and Very Low Income Households in accordance with the requirements of this Agreement, the Rent Regulatory Agreement, and the other CDBG Loan Documents; and (f) throughout the Affordability Period, comply with all applicable CDBG Requirements and all applicable requirements hereof and in the other CDBG Loan Documents with regard to the CDBG Assisted Units. The tenant's portion of rents charged for CDBG Assisted Units shall be limited as set forth in the Rent Regulatory Agreement executed in connection herewith. 6.2 Reporting Obligations. The Project Sponsor shall submit to the City all reports as described in Section 4.6 hereof, and all other reports that the City may reasonably require, in such form, manner, and frequency as the City may reasonably require to monitor the progress of the Project and the Project Sponsor's performance and compliance with this Agreement and all Legal Requirements. 6.3 Retention of Records. The Project Sponsor shall retain all Contract Records for five (5) years after the expiration of the Affordability Period (hereinafter referred to as the "Retention Period") subject to the limitations set forth below: (a) If the City or the Project Sponsor 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 Project Sponsor shall allow the City or any person authorized by the City full access to and the right to examine any of the Contract Records during the required Retention Period. Page 22 of 41 (c) The Project Sponsor 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 Records. All of the Contract Records are subject to the provisions of Chapter 119, Florida Statutes, commonly referred to as the "Public Records Law". The Project Sponsor 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 Project Sponsor at any time upon request by the City. The City shall have the unlimited right to all books, articles, or other copyrightable materials developed in the performance of this Agreement, including, but not limited to, the right of royalty -free, non-exclusive, and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, the Contract Records for public purposes. Should Project Sponsor determine to dispute any public access provision required by Florida Statutes, then Project Sponsor shall do so at its own expense and at no cost to the City. IF PROJECT SPONSOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO PROJECT SPONSOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT AS A PUBLIC CONTRACT, PLEASE CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT TELEPHONE NUMBER 305-416-1800, EMAIL: PUBLICRECORDS@MIAMIGOV.COM, AND MAILING ADDRESS: PUBLIC RECORDS C/O OFFICE OF THE CITY ATTORNEY, 9TH FLOOR, MIAMI RIVERSIDE CENTER, 444 S.W. 2ND AVENUE, MIAMI, FLORIDA 33130 OR THE CITY'S DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT'S CUSTODIAN OF RECORDS AT 2ND FLOOR, 14 NORTHEAST 1ST AVENUE, MIAMI, FLORIDA 33132. If the Project Sponsor receives funds from, or is under regulatory control of, other governmental agencies and those agencies issue monitoring reports, regulatory examinations, or other similar reports, the Project Sponsor shall provide a copy of each such report and any follow- up communications and reports to the City immediately upon such issuance unless such disclosure is a violation of those agencies' 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, the Project Sponsor shall obtain the City's prior written approval prior to undertaking any of the following with respect to the Project and/or the Property: (a) the sale, assignment, pledge, transfer, hypothecation or other encumbrance or disposition of any proprietary or beneficial interest in the Project Sponsor, the Project or the Project Sponsor's estate in the Property, or any change in the operating control of the Project Sponsor, which shall require Page 23 of 41 the prior approval of the City's HCLC or the City Commission, as appropriate (b) Except in the case of repair or 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 defined in Paragraph 4.3.1. (c) Any proposed Solicitation Notice, Invitation for Bids or Request for Proposals. (d) The disposal of any Contract Records during the Retention Period. 6.5.1 Director 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 Project Sponsor shall permit the City and other persons duly authorized by the City to inspect all Contract Records, facilities, goods, and activities of the Project Sponsor that are in any way connected to the activities undertaken pursuant to the terms of this Agreement, and/or to interview any clients, employees, subcontractors, or assignees of the Project Sponsor. Following such inspection or interviews, the City will deliver to the Project Sponsor a report of its findings. The Project Sponsor will rectify all deficiencies cited by the City within the period of time specified in the report, or provide the City with a reasonable justification for not correcting the deficiencies. The City will determine, in its sole and absolute discretion, whether or not the Project Sponsor's justification is acceptable. 6.7 Conflict of Interest. A. The Project Sponsor is aware of the conflict of interest laws of the City of Miami (Code of the City of Miami, Florida, Chapter 2, Article V), of Miami -Dade County, Florida (Code of Miami -Dade County, Florida, Section 2-11.1), and of the State of Florida (as set forth in Florida Statutes); and with the CDBG Program conflict of interest rules (24 C.F.R. §92.356), all as amended, and agrees that it will fully comply in all respects with the terms thereof and any future amendments. B. The Project Sponsor covenants that no person or entity under its employ, presently exercising any functions or responsibilities in connection with this Agreement, has any personal financial interests, direct or indirect, with the City. The Project Sponsor further covenants that, in the performance of this Agreement, no person or entity having such conflicting interest shall be utilized in respect to the Scope of Work or services provided hereunder. Any such conflict of interest(s) on the part of the Project Sponsor, its employees or associated persons or entities must be disclosed to the City. Page 24 of 41 C. The Project Sponsor shall disclose any possible conflicts of interest or apparent improprieties of any party under or in connection with the Legal Requirements, including the standards for procurement. D. The Project Sponsor shall make any such disclosure to the City in writing and immediately upon the Project Sponsor's discovery of such possible conflict. The City's determination regarding the possible conflict of interest shall be binding on all parties. E. No employee, agent, consultant, elected official or appointed official of the City, exercising any functions or responsibilities in connection with the City's CDBG Program or this Agreement, or who is in a position to participate in the decision -making process or gain inside information regarding CDBG-assisted activities, has any personal financial interest, direct or indirect, in this Agreement, the proceeds hereunder, the Project or the Project Sponsor, either for themselves or for those with whom they have family or business ties, during their tenure or for one year thereafter. 6.8 Related Parties. The Project Sponsor shall report to the City the name, purpose for and any other relevant information in connection with any related -party transaction. The term "related party transaction" includes, but is not limited to, a transaction or relationship between the Project Sponsor and a for -profit or nonprofit subsidiary or affiliate organization, an organization with an overlapping board of directors, and an organization for which the Project Sponsor is responsible for appointing memberships. The Project Sponsor shall report this information to the City upon forming the relationship, or if already formed, shall report such relationship prior to or simultaneously with the execution of this Agreement. Any supplemental information shall be promptly reported to the City no later than in the next required Progress Report, as described above. 6.9 Publicity and Advertisements. The Project Sponsor shall ensure that all publicity and advertisements prepared and released by the Project Sponsor, 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 Procurement. The Project Sponsor shall make a positive effort to procure supplies, equipment, construction, or services to fulfill this Agreement from minority and women owned businesses, and to provide these sources the maximum feasible opportunity to compete for subcontracts to be performed pursuant to this Agreement. To the maximum extent feasible, these businesses shall be located in or owned by residents of the community development areas designated by the City. 6.11 Additional Funding. The Project Sponsor shall not procure any other financing in connection with the Project or the Property without the prior written consent of the City, other than those financings disclosed to the City in writing as of the date hereof, which, for avoidance of doubt, are provided for in Section 5.17 of this Agreement. 6.12 Reversion of Assets. The Project Sponsor shall return to the City upon the expiration or termination of this Agreement any CDBG Funds on hand, any funds or accounts Page 25 of 41 receivable attributable to the CDBG Funds, and any overpayments due to unearned funds or costs disallowed pursuant to the terms of this Agreement that were disbursed to the Project Sponsor by the City. Any funds not earned by the Project Sponsor prior to the expiration or termination of this Agreement, as described and provided for in OMB Circular No. A-122, shall be retained by the City. 6.13 Repayment of Funds Procedures. If, after notice and the expiration of any applicable cure period, for any reason during the Affordability Period any CDBG Assisted Unit fails to comply with the Affordability requirements of 24 CFR Part 92, the Project Sponsor shall repay to the City all funds received by the Project Sponsor pursuant to this Agreement, and interest thereon as provided in the CDBG Note. 6.14 Affirmative Marketing. The Project Sponsor shall comply with the affirmative marketing requirements and procedures provided on Exhibit "E" attached hereto and made a part hereof. Project Sponsor shall comply with the requirements of the affordable housing notice to City Officials in City of Miami Ordinance #13491. 6.15 Section 3 Clause. The Project Sponsor shall comply with the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended (12 U.S.C. 1701u): (A) The work to be performed under this contract is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u (Section 3.) The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD -assisted projects covered by Section 3, shall to the greatest extent feasible, be directed to low income and very 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 CFR Part 75, 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 75 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 Page 26 of 41 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 CFR Part 75, 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 CFR Part 75. 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 CFR Part 75 require employment opportunities to be directed, were not filed to circumvent the contractor's obligations under 24 CFR Part 75. (F) Noncompliance with HUD's regulations in 24 CFR Part 75 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts. (G) With respect to work performed in connection with Section 3 covered Indian housing assistance, Section 7(b) of the Indian Self -Determination and Education Assistance Act (25 U.S.C. 450e) also applies to the work to be performed under this contract. Section 7(b) requires that to the greatest extent feasible (i) preference and opportunities for training and employment shall be given to Indians, and (ii) preference in the award of contracts and subcontracts shall be given to Indian organizations and Indian -owned Economic Enterprises. Parties to this contract that are subject to the provisions of Section 3 and Section 7(b) agree to comply with Section 3 to the maximum extent feasible, but not in derogation of compliance with Section 7(b). 6.16 Signage, Acknowledgement, Publicity. During the Term of this Agreement, the Project Sponsor shall furnish signage identifying the Project and shall acknowledge the contribution of the City by incorporating the seal of the City and the names of the City commissioners and officials in all documents, literature, pamphlets, advertisements, and signage, permanent or otherwise in accordance with Section 6.9 hereof. All such acknowledgments shall be in a form acceptable to the City, as provided on Exhibit "I" attached hereto and made a part hereof. All publicity and advertisements prepared and released by the Project Sponsor related to the Project, 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. Page 27 of 41 6.17 Costs Incurred By the City. Notwithstanding any other provision of this Agreement, the Project Sponsor understands and agrees that $10,000.00 of the CDBG Funds were awarded to the Project for, and were used by the City to cover, costs incurred by the City on behalf of the Project. Such costs may include, but are not limited to, environmental advertising costs, recording fees, and project delivery. 6.18 Affirmative Action. The Project Sponsor shall not discriminate on the basis of race, color, national origin, sex, religion, age, sexual orientation, marital or family status or handicap/disability in connection with its performance under this Agreement or in connection with the occupancy of any CDBG Assisted Unit. Age discrimination and discrimination against minor dependents are also not permitted. 6.19 Previously Funded City Projects. The Project Sponsor shall comply with: (1) all applicable reporting requirements relating to previously funded City projects which are under construction or in the Affordability Period, including OMB A-133, and (2) all applicable insurance requirements relating to such projects. 6.20 Compliance with Safety Precautions. The Project Sponsor shall allow City inspectors, agents or representatives the ability to monitor its compliance with safety precautions as required by federal, state or local laws, rules, regulations and ordinances. By performing these inspections the City, its agents, or representatives are not assuming any liability by virtue of such laws, rules, regulations and ordinances. The Project Sponsor shall have no recourse against the City, its agents, or representatives for the occurrence, non-occurrence or result ofsuch inspection(s), and shall obtain the affirmative acknowledgment of the Project Sponsor, for the benefit of the City, that the Project Sponsor shall have no recourse against the City, its agents, or representatives for the occurrence, non-occurrence or result of such inspection(s). Simultaneously with the submission of the first draw request to the City, the Project Sponsor shall contact the City's Risk Management Department Safety Unit in writing to coordinate such inspection(s). The Project Sponsor shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the City, including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability) and all applicable regulations, guidelines and standards. Additionally, the Project Sponsor shall take affirmative steps to ensure nondiscrimination in the employment of disabled persons. 6.21 Draw Requests. Each Request for Disbursement of hard costs must be signed by the Project Sponsor, the engineer for the Project and the contractor,, and each Request for Disbursement of soft costs must be signed by the Project Sponsor, as more fully set forth in the Disbursement Agreement. The City shall not fund any draw request in an amount that exceeds the City's initial contribution percentage of the entire development cost of the project. Five percent (5%) of each draw request will be retained until the. City has received as part of the Close-out of the Project, at the Project Sponsor's sole cost, a Final Cost Certification prepared by an Page 28 of 41 independent certified public accountant, which must be acceptable to the City in both form and substance. 6.22 Insurance Proceeds. Notwithstanding anything to the contrary contained herein or in the other CDBG Loan Documents, the Project Sponsor may make insurance proceeds available for the restoration and repair of the Property and the Project if all of the following conditions are met: (i) the Project Sponsor is not in breach or default of any provision of the Mortgage or any other loan document between the Project Sponsor and Lender; (ii) the Project Sponsor determines that there will be sufficient funds, through insurance proceeds and contributions by the Project Sponsor, to (a) restore and repair the Property and the Project to a condition as close as reasonably possible to what previously existed, and (b) meet all operating costs and other expenses, payments for reserves and loan repayment obligations relating to the Property and the Project until completion of the restoration and repair of the Property and/or the Project to a condition as close as reasonably possible to what previously existed; (iii) the Project Sponsor determines that the rental income of the Project, after restoration and repair to a condition asclose as reasonably possible to what previously existed, will be sufficient to meet all operating costs and other expenses, payments for reserves and loan repayment obligations relating to the Project, and (iv) the Project Sponsor has received the City's written concurrence with such determination. 6.23 Condemnation Proceeds. Notwithstanding anything to the contrarycontained herein or in the other CDBG Loan Documents, the Project Sponsor may make proceeds of condemnation available for the restoration and repair of the Property and the Project if all of the following conditions are met: (i) the Project Sponsor is not in breach or default of any provision of the Mortgage or any other CDBG Loan Document; (ii) the Project Sponsor determines that there will be sufficient funds, through condemnation proceeds and contributions by the Project Sponsor, to (a) restore and repair the Property and the Project to a condition as close as reasonably possible to what previously existed, due consideration given to the portion of the Property and the Project taken, and, (b) meet all operating costs and other expenses, payments for reserves and loan repayment obligations relating to the Project until completion of the restoration and repair of the Property and the Project to a condition as close as reasonably possible to what previously existed, due consideration given to the portion of the Property and the Project taken; and (iii) the Project Sponsor determines that the rental income of the Project, after restoration and repair of the Property and the Project to a condition as close as reasonably possible to what previously existed, due consideration given to the portion of the Property and the Project taken, will be sufficient to meet all operating costs and other expenses, payments for reserves and loan repayment obligations relating to the Project, and (iv) the Project Sponsor has received the City's written concurrence with such determination. 7.1 of Default: ARTICLE VII DEFAULT The happening of any one or more of the following events shall constitute an Event (a) Failure of any of the CDBG Assisted Units to remain Affordable at any time during the Affordability Period. Page 29 of 41 (b) If any term, condition or representation contained in this Agreement or any of the other CDBG Loan 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 fourteen (14) days which discontinuance is, in the sole determination of the City, without satisfactory cause and beyond the control of the Project Sponsor such as severe weather, pandemics, labor strikes, supply chain disruptions, etc. (d) Except as set forth in each of Sections 5.6, 5.17, and 6.5 of this Agreement, the sale, assignment, pledge, transfer, hypothecation or other encumbrance or disposition (except due to repair or replacement for normal wear and tear, and as a result of casualty or condemnation in accordance with this Agreement) of any proprietary or beneficial interest in the Project Sponsor's estate in the Property, or any change in operating control of the Project Sponsor, without the prior approval of the City's HCLC or the City Commission, as appropriate. (e) In the event that the City reasonably determines that the Project is not being constructed in a good and workmanlike manner in accordance with the Scope of Work, or that the Project Sponsor is failing to comply promptly with any requirement or notice of violation of law issued by or filed by the City or any department of any governmental authority having jurisdiction over the Project Sponsor or the Property. (f) Failure by the Project Sponsor to comply with any material term, covenant, obligation, or provision of this Agreement or any of the CDBG Loan Documents, or the occurrence of an event of default under any of the other CDBG Loan Documents, after applicable notice and cure periods (g) Any change in zoning requirements or zoning classification of the Property initiated by the Project Sponsor, which in the City's sole discretion would materially interfere with the completion of construction of the Project or the ultimate operation of the Project as contemplated herein. (h) In the event that the City reasonably determines 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, after applicable notice and cure periods, of the Project Sponsor to the City, direct or contingent, whether now or hereafter due, existing, created or arising. Page 30 of 41 Project Sponsor declares bankruptcy and/or becomes insolvent, which shall result in immediate acceleration of the Loan's repayment in full. The City and Project Sponsor acknowledge that a senior mortgage default, which constitutes a "Event of Default" under such senior mortgage, after applicable notice and cure provisions, unless waived by the senior lender, constitutes an Event of Default under this Loan Agreement and the other Loan Documents. Insuch an event, City may pursue any and all of its remedies. ARTICLE VIII REMEDIES 8.1 Upon the occurrence of any Event of Default, the City shall have the absolute right to refuse to disburse any undisbursed portion of the Loan. The City shall provide written notice of the occurrence of an Event of Default to the Project Sponsor, after which the Project Sponsor shall have thirty (30) days to cure said default (except for the events described in Section 7.1 (b) and (d) 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 Project Sponsor shall have such additional time as may be required to effect a cure, so long as (a) the cure is commenced within thirty (30) days and is diligently prosecuted and (b) the lack of a cure during such continuing cure period has no material adverse effect on the Project. The City agrees to accept a cure of any default committed by the Project Sponsor, which cure is tendered or effected by any lender under the Permitted Senior Financing, as if such sure had been tendered or effected by the Project Sponsor. If an Event of Default shall continue uncured for a period of thirty (30) consecutive days following written notice thereof to the Project Sponsor (except for the events described in Section 7.1 (b) and (d) 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; (b) Recapture of CDBG Funds. Demand that the Project Sponsor reimburse the City for the CDBG Funds disbursed to the Project Sponsor pursuant to this Agreement. The Project Sponsor shall reimburse City in the amount of the CDBG Funds disbursed to the Project Sponsor pursuant to this Agreement, subject to any limitations contained in the CDBG Note and/or Page 31 of 41 Mortgage concerning Borrower's or Project Sponsor's liability for amounts due under the CDBG Loan Documents. (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 CDBG Documents. It is understood and agreed that the occurrence of an event of default under Section 7.1 (b) or (d) shall immediately entitle the City to exercise any of the above described remedies without the need to give the Project Sponsor notice thereof or the opportunity to cure. The rights and remedies of the City hereunder shall be cumulative and not mutually exclusive, and the City may resort to any one or more or all of said remedies without exclusion of any other. No party other than the City, whether the Project Sponsor or a material man, laborer, subcontractor or supplier, shall have any interest in the CDBG Funds withheld because of a default hereunder, and shall not have any right to garnish or require or compel that payment thereof be applied toward the discharge or satisfaction of any claim or lien which any of them may have. Notwithstanding the forgoing, in the event of an Event of Default under Section 7.1(j) above, which default relates to the Permitted Senior Financing, but does not otherwise constitute a default under the Loan Documents, such Event of Default shall be waived by the City in the event that the senior lender waives such default under the Permitted Senior Financing, but only upon submission to the City of such waiver by senior lender. 8.2 In addition to any other remedies provided for herein or in any of the other Loan Documents, upon the occurrence and during the continuation of an Event of Default: (a) All sums outstanding under the Note shall bear interest at the highest rate allowable by law from the date of disbursement, without notice to the Project Sponsor or any guarantor or endorser of the Note and without any affirmative action or declaration on the part of the City; (b) The Restrictive Covenant shall remain as a restriction on the Property throughout the Affordability Period; and (c) The Project Sponsor, Borrower, Project developer, managing partner(s) of the Project Sponsor, and/or other individuals, principals and/or other entities as determined by the City, will be debarred from receiving any City funding for a period of five (5) years. ARTICLE IX INDEMNIFICATION 9.1 The Project Sponsor shall indemnify, hold harmless, and defend the City, its officers, agents, directors, and/or employees, from liabilities, damages, claims, suits, losses, judgments, and costs, including, but not limited to reasonable attorney's fees, to the extent caused by the Page 32 of 41 negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of Project Sponsor and persons employed or utilized by Project Sponsor in the performance of this Agreement. Project Sponsor shall, further, hold the City, its officials and/or employees, harmless for, and defend the City, its officials and/or employees against, any civil actions, statutory or similar claims, injuries or damages arising or resulting from the permitted work, even if it is alleged that the City, its officials and/or employees were negligent. These indemnifications shall survive the term of this Agreement. In the event that any action or proceeding is brought against the City by reason of any such claim or demand, the Project Sponsor shall, upon written notice from the City, resist and defend such action or proceeding by counsel satisfactory to the City. The Project Sponsor expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Project Sponsor shall in no way limit the responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, agents and instrumentalities as herein provided. The indemnification provided above shall obligate the Project Sponsor to defend, at its own expense, to and through appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at the City's option, any and all claims of liability and all suits and actions of every name and description which may be brought against the City whether performed by the Project Sponsor, or persons employed or utilized by Project Sponsor. This indemnity will survive the cancellation or expiration of the Agreement. This 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 Project Sponsor shall require all Sub -contractor agreements, if applicable, to include a provision that they will indemnify the City. The Project Sponsor agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of the Project Sponsor in which the City participated either through review or concurrence of the Project Sponsor's actions. In reviewing, approving or rejecting any submissions by the Project Sponsor or other acts of the Project Sponsor, the City in no way assumes or shares any responsibility or liability of the Project Sponsor or Sub -contractor under this Agreement. ARTICLE X TERMINATION The Project Sponsor acknowledges that this Agreement may be terminated if the Project Sponsor materially fails to comply with the terms contained herein. 10.1 Termination Because of Lack of Funds. In the event the City does not receive from its funding source funds to finance this 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 Project Sponsor. Said notice shall be delivered by certified mail, return receipt requested, or by in person delivery with Page 33 of 41 proof of delivery. The City shall determine, in its sole and absolute discretion, whether or not funds are available. 10.2 Termination for Breach. The City may terminate this Agreement, in whole or in part, in the event the City reasonably determines that the Project Sponsor is not making (or causing to be made) sufficient progress with regard to the construction of the CDBG Assisted Units (thereby endangering its ultimate performance under this Agreement) or is not complying with any material term or provision of this Agreement, following notice and the expiration of the applicable cure period(s). The City may terminate this Agreement, in whole or in part, in the event that the City reasonably determines that there exists an event of default under and pursuant to the terms of any other agreement or obligation of any kind or nature whatsoever of the Project Sponsor to the City, direct or contingent, whether now or hereafter due, existing, created or arising, which event of default has continued beyond any applicable notice and 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 Project Sponsor's breach is waived by the City in writing, the City may, by written notice to the Project Sponsor, terminate this Agreement upon not less than twenty-four (24) hours prior written notice. Said notice shall be delivered by certified mail, return receipt requested, or by in person delivery with proof of delivery. Waiver of breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. The provisions hereof are not intended to be, and shall not be, construed to limit the City's right to legal or equitable remedies. ARTICLE XI SUSPENSION 11.1 The City may, for reasonable cause, suspend the Project Sponsor's authority to obligate funds under this Agreement and/or withhold payments to the Project Sponsor, pending necessary corrective action by the Project Sponsor, and may include: (a) Ineffective or improper use of the CDBG Funds by the Project Sponsor; (b) Failure of the Project Sponsor to comply with any material term or provision of this Agreement; (c) Failure of the Project Sponsor to submit any documents required by this Agreement; or (d) The Project Sponsor's submittal of incorrect or substantially 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 34 of 41 11.3 The City will notify the Project Sponsor in writing of the type of action taken pursuant to this Article, by certified mail, return receipt requested, or by in person delivery with proof of delivery. The notification will include the reason(s) for such action, any conditions relating to the action, and the necessary corrective action(s). ARTICLE XII MISCELLANEOUS 12.1 Enforcement Methods. As a means of enforcing compliance with the CDBG Program, the City may utilize any enforcement measures it deems necessary. 12.2 Renegotiation or Modification. 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. 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 Project Sponsor shall be in writing. A waiver shall not be construed to be a modification of this Agreement. 12.4 Budget and CDBG 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 CDBG Loan to be granted hereunder is changed, or unless otherwise required by the City. A revision to the CDBG 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 Project Sponsor and the City, the City shall refer the issue, including the views of all interested parties and the recommendation of the City, to the City Manager, his designee, or such other official of the City who shall be authorized to exercise the authority of the City Manager in this regard (the "City Manager") for determination. The City Manager will issue a determination within thirty (30) calendar days of receipt of a written request for resolution of the dispute and so advise the City and the Project Sponsor. In the event additional time is necessary, the City Manager will notify the interested parties within the thirty (30) day period that additional time is necessary. The Project Sponsor agrees that the City Manager's determination shall be final and binding on all parties, subject only to judicial review. Page 35 of 41 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 Project Sponsor: With Copy to: City of Miami Department of Housing and Community Development 444 S.W. 2nd Avenue Miami, FL 33130-1910 Attn: Victor Turner, Director George K. Wysong III City Attorney City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 Villa Aurora LLLP 1398 SW lst Street Floor 12 Miami, FL 33135 Attn: Stephanie Berman Legal Services of Greater Miami, Inc. 4343 West Flagler Street, Suite 100 Miami, FL 33134 Attn: CED Unit Advocacy Director 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. The Project Sponsor shall at any time and from time to time upon the request of the City, at Project Sponsor's sole cost and expense, execute, acknowledge and deliver such further notices and other documents 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. Page 36 of 41 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. 12.10 Entire Agreement. This Agreement and its Exhibits and Schedules described as follows contain all the terms and conditions of the Agreement between the parties: Exhibit "A" Exhibit "B" Exhibit "C" Exhibit "D" Exhibit "E" Exhibit "F" Exhibit "G" Exhibit "H" Exhibit "I" Exhibit "J" Exhibit "K" Schedule A Legal Description Scope of Work /Project Schedule Budget Form of Disbursement Agreement Affirmative Marketing Procedures and Responsibilities Form of Mortgage and Security Agreement Form of Declaration of Restrictive Covenants Form of Rent Regulatory Agreement Signage Requirements Additional Insurance Requirements Anti -Human Trafficking Affidavit Permitted Senior Financing 12.11 WAIVER OF JURY TRIAL. NEITHER THE PROJECT SPONSOR NOR ITS SUBCONTRACTOR(S), NOR ANY OTHER PERSON LIABLE FOR THE RESPONSIBILITIES, OBLIGATIONS, SERVICES AND REPRESENTATIONS HEREIN, NOR ANY ASSIGNEE, SUCCESSOR, HEIR OR PERSONAL REPRESENTATIVE OF THE PROJECT SPONSOR, THE PROJECT'S 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 PROJECT SPONSOR NOR THE PROJECT'S 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 HCLC Award Memoranda. The award memoranda and decisions of the HCLC dated September 26, 2023, and May 20, 2025 ("Award Memoranda") are hereby incorporated by reference. To the extent of any conflict between the Award Memoranda and the CDBG Loan Page 37 of 41 Documents and when interpreting the intent of the CDBG Loan Documents, whichever provision is strictest will control. 12.13 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. 12.14 OMITTED 12.15 Increase in Project Costs. In the event that the Project's costs increase by ten percent (10%) or more of the Budget that is attached as Exhibit "C", and Project Sponsor is unable to secure the requisite funding to cover the additional expense within 60 days before the Project's construction commences, then the City is permitted to recommend to HCLC that the CDBG Funds should be de -obligated for this Project. 12.16 OMITTED 12.17 Costs, Including Attorney's Fees. The Project Sponsor agrees to pay when due for which an invoice is provided, all reasonable costs and expenses in connection with the administration or monitoring of compliance with this 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 Project Sponsor shall pay any and all stamps and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this 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, Page 38 of 41 attorneys, accountants, insurers, reinsurers, servants, employees, shareholders, members, managers, partners, heirs, and representatives. 12.19 Counterparts and Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. 12.20 The parties hereto 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. 12.21 The Borrower has represented that no Florida documentary stamps or intangible taxes are required to paid on the Note or the Mortgage. The Borrower hereby agrees to indemnify and to defend and hold the Lender and all of its affiliates, successors, and assigns harmless against any and all documentary stamp taxes and intangible taxes, if any, imposed assessed or claimed as a result of or arising out of: (i) Lender's acceptance and/or ownership of the Note or Mortgage (or any other loan document pertaining to the loan referenced to therein); or (ii) the execution or delivery of the Note and the Mortgage (or any other loan document pertaining to the loan referred to therein) (it being understood that any reference herein to documentary stamp taxes and intangible taxes include any and all penalties, interest and attorneys' fees incurred by the Lender in connection therewith), and the Borrower agrees to pay any and all such documentary stamp taxes or intangible taxes upon demand. In the event of a failure by the Borrower to pay such documentary stamp taxes and intangible taxes upon demand and should the Lender elect to pay the same, all such charges shall be secured by the lien of the Note and the Mortgage and shall bear interest at the Default Rate, as provided in the Note, from the date of advance by the Lender until paid by the Borrower. The provisions of this Section shall survive repayment of the Notes and the satisfaction of the Note and Mortgage so long as a claim may be asserted by the State of Florida or any of its agencies. [Signature Pages to Follow] Page 39 of 41 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their undersigned officials as duly authorized. A Print Name: ' _ STATE OF FLORIDA PROJECT SPONSOR: VILLA AURORA, A FLORIDA LIMITED LIABILITY LIMITED PARTNERSHIP By: Villa Aurora, Inc., a Florida not for profit corporation, its manager By: Prin am = : Stephanie Berman : President ACKNOWLEDGMENT COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me by means of >1 physical presence or O online notarization, this Lik day of 2026 by Stephanie Berman as President of Villa Aurora, Inc., a Florida not for profit corporation, the manager of Villa Aurora, LLLP, a Florida limited liability limited partnership. She is personally known o me or has produced as identification. (NOTARY PUBLIC SEAL) ii °4., AMANDA HERRO ^e Notary Public - State of Florida a Commission # HH 675242 dog n;°Q` My Comm. Expires May 11, 2029 Bonded through National Notary Assn. Signature of Person Taking Acknowledgment (Printed, Typed, or Stamped Name of Notary Public) kn'► Ct Q,►c Page 40 of 41 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their undersigned officials as duly authorized. ATTEST: Date: 011 pp. /2 APPROVED • ' TO ' : di' • E REQUIRE NT r By: David Rui Director o ' Risk anagement APPROVED AS TO DEPARTMENTAL REQUIREMENTS: By: Victor Turner Director of the Department of Housing and Community Development CITY: CITY OF MIAMI, a municipal corporation of the State of Florida By: APPROVED AS TO FORM AND CORRECTNESS: By: 11W George K. W)Ysong III City Attorney f) .k7 3' 75-0 Page 41 of 41 EXHIBIT "A" LEGAL DESCRIPTION OF THE PROPERTY Lots 7, 8, 9 and 10, Block 79, Less the North 10 feet thereof, LAWRENCE ESTATE LAND CO'S SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 2, Page 46, of the Public Records of Miami -Dade County, Florida, A/W/A ESPERANZA CENTER. LESS AND EXCEPT: A parcel of land lying and being in Miami -Dade County, Florida being a portion of Lot 10, of Block 79 of LAWRENCE ESTATE LAND CO'S SUBDIVISION according to the Plat thereof as recorded in Plat Book 2, at page 46 of the Public Records of Miami -Dade County, Florida being more particularly described as follows: The external portion of a circular curve, concave southeasterly, having a 25.00 foot radius and being subtended by the following tangents: the South line of the North 10.00 feet of aforementioned Lot 10, Block 79 and the West line of aforementioned Lot 10. EXHIBIT "B" SCOPE OF WORK /PROJECT SCHEDULE WORK SCOPE / DEVELOPMENT SCHEDULE Villa Aurora Villa Aurora is an existing mixed-use/mixed-income, 12-story building located at 1398 SW 1 Street in East Little Havana consisting of a total of 76 units. (39) units are set aside for formerly homeless families and (37) units are set aside for low-income families/elderly households at or below 60% of AMI. The building has a Miami -Dade Public Library Branch on the ground floor; a five -story parking structure located above the library; and Carrfour's headquarters office on the top floor. Activity Start of Construction Construction Completion Estimated Date April 2026 August 2027 EXHIBIT "C" BUDGET City of Miami - Department of Community Development COST ALLOCATION REPORT APPLICANT & PROJECT NAME: Villa Aurora/ Carrfour Supportive Housing Financing Sources: Specify Name Total Project % City CDBG funds Villa Aurora Replacement Reserve Operating Deficit Reserve Other: Other: Equity Investment Land Acquisition (City Owned Lot) 0% - Hard Costs 1,467,492.00 1,090,000 254,992 122,500 300,000 Construction (Rehabilitation) 99% Construction contingency - 0% - 0% 0% 0% Total Hard Costs 1,467,492.00 99% 1.090,000 254,992 122.500 300.000 Soft Costs Arch Design, Civil Engineering 0% Impact & School Fees 0% Permits / Fees 0% Legal 0% Licenses / Environmental / Util Fees 0% Appraisal / Surveys 0% Insurance: Construction Period 0% Marketing / Advertising 0% Loan Closing / Financing Fees 0% Interest / Carrying Costs 0% Title Insurance & Recording 0% Taxes 0% Construction Acctg 0% For Use by City: City incurred costs 10,000.00 1 % 10,000 Developer's Fees & Overhead 0% - Soft Cost Contingency - 0% - Total Soft Costs 10,000.00 1% - Total Project Cost 1,477,492.00 100% 1,090,000.00 254,992 122,500 300,000 Total Square Footage Total Cost per S/F 222,165 6.65 Total Units Number of City Units Percent of City Units to Total Units City Subsidy Per Assisted Unit 7/23/2025 11:20 76 76 1 14,342.11 EXHIBIT "D" FORM OF DISBURSEMENT AGREEMENT DISBURSEMENT AGREEMENT FOR VILLA AURORA LLLP This Disbursement Agreement for CDBG Investment Partnerships Program ("CDBG") funds ("Disbursement Agreement") is made as of this a..s day of -r , 2026 by and between VILLA AURORA LLLP, a Florida limited liability limited paiti (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 rehabilitating a project known as Villa Aurora (the "Project"), that will increase the supply of rental housing units for Very Low and Low Income Households in the Little Havana neighborhood of Miami, Florida; and WHEREAS, on September 26, 2023, and on May 20, 2025, the City's Housing and Commercial Loan Committee ("HCLC") approved an allocation of CDBG Investment Partnerships Program funds in the amount of Eight Hundred Thousand and No Cents ($1,100,000.00) to the Project Sponsor for the Project's rehabilitation costs (the "CDBG Funds"); and WHEREAS, the funding commitment of the City to the Project Sponsor for the CDBG Funds is more fully described in that certain CDBG Loan Agreement of even date herewith (the "CDBG Agreement"); and WHEREAS, the Project Sponsor and the City desire to establish the mechanism whereby the Project Sponsor will apply to receive the CDBG Funds; NOW, THEREFORE, for and in consideration of the Project Sponsor's construction and rehabilitation 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 The CDBG Agreement establishes the conditions to the City's obligation to loan the CDBG 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 CDBG Funds pursuant to the CDBG Agreement, the City will disburse such funds in accordance with this Article I. 1.2 The Project Sponsor shall submit draw requests for the CDBG 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 entire development cost of the project. The Project Sponsor will submit or cause to be submitted the following documentation to the City: (a) Rehabilitation 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 Page 1 of 6 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 engineer for the Project and the Contractor. (iii) Applications for receiving CDBG Funds for reimbursement of hard costs will include a Memorandum of Advance and such engineering 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) Such other information and documents as the City may require. (c) 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. (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. (vi) Such other information and documents as the City may reasonably require. 1.3 The City Inspector will review the work that is incorporated into the Project and for which each Request for Disbursement of the CDBG Funds is submitted. The City Inspector will review and approve the final plans and specifications for the Project and will review and approve Page 2 of 6 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 (1.0) 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 CDBG 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 CDBG Funds by no later than fourteen (14) working 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 CDBG Funds allocated to the Project Sponsor (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 CDBG Agreement, shall be made in accordance with the City of Miami Department of Housing and Community Development Disbursement of Funds Checklist. ARTICLE II MISCELLANEOUS 2.1 This Agreement may only be amended in writing by all the parties hereto. 2.2 This Disbursement Agreement, the CDBG 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 CDBG Agreement. Page 3 of 6 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 the Following Page] 1 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. PROJECT SPONSOR: VILLA AURORA, LLLP, a Florida limited liability limited Partnership WITNESSES: By: Villa Aurora, Inc., a Florida not for profit corporation, its manager Print Name. Print Name: iet, c .r-� k.)ef-y-4--4=7, STATE OF FLORIDA } COUNTY OF MIANII-DADE } SS: By: Print N Stephanie Berman Title: Pr stolen-4 Date: �4 I di v ACKNOWLEDGMENT 0 :i'' ' AMANDA HERRO `. Notary Public - State of Florida I '-'a ' ` Commission # HH 675242 I .,:f.p, � '. My Comm. Expires May 11, 2029 ` I Bonded through National Notary Assn. The foregoing instrument was acknowledged before me by means of'Lir:physical presence or ❑ online notarization this day of 1P.�a i(U4Yi� , 2026 by Stephanie Berman , as President of Villa Aurora, Inc., a Florida not for profit corporation, the manager of Villa Aurora, LLLP, a Florida limited liability limited partnership. She i ersonallhas produced as identification. Pr i' t Name: tary Public, State of Fl ri a at large 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: B. H City Clerk Date: 3. 3.'D a..Da is APPROVED AS TO FORM AND CORRECTNESS: George YK. Wysong III City Attorney Rp#-123—Z50I CITY: City of Miami, a municipal corporation of the State of Florida Bv: Page 6 of 6 EXHIBIT "E" AFFIRMATIVE MARKETING PROCEDURES AND RESPONSIBILITIES ,/- t Affirmative Fair Housing Marketing Plan U.S. Department of Housing and Urban Development Office of Housing and Equal Opportunity OMB Approval No. 2529-0013(exp. 4/3012000) la. Applicants Name, Address (including city, State and zip code) & Carrfour Supportive Housing, Inc. 2828 Coral Way, Suite 500 Miami, Florida 33145 Tel. (305) 371-8300 Phone Number: lc. Project/Application Number id. Number of Units 76 le. Price or Rental Range From $ 296.00 To $ 916,00 1f. For Multifamily Housing Only Elderly ®Non -Elderly 1g Approximate Starting Dates: Advertising: 01/2009 Occupancy: 05/2008 1 b. Projects Name. Location: (including city, State and Zip code) Villa Aurora 1398 SW lst. Street Miami, Florida 33135 th. County: Miami -Dade 1 i. Census Tract 53.01 lj. Managing/Sales Agent's Name and Address: (including city, State and zip code) Croossroads Management, LLC 2828 Coral Way, Suite 500 Miami, Florida 33145 2. Type of Affirmative Marketing Plan: (mark only one) X Project Plan Minority Area While (non -minority) Area Mixed Area (with % minority residents) Annual Plan (for single-family scattered site units) Note: A separate Annual Plan must be developed for each type of census tract in which the housing is to be built. 4a. Marketing Program:•Commercial Media: (Check the type of media to be used to advertise the availability"of this housing) • 3. Direction of Marketing Activity: (Indicate which group(s) in the housing market area are least likely to apply for the housing because of its location anti or other factors without special outreach efforts) Black (non -hispanic) Asian or Pacific Islander X White (non -hispanic) American Indian or Alaskan Native X Hispanic Newspapers/Publications Radio TV X Billboards Other (specify) Size/Duration of advertising Name of Newspaper, Radio or TV Station Racial/Ethnic Identification of Readers/Audience Camillus House Mixed On Going Community Parnership For the Homeless (HAC1) Mixed On Going Office of Homeless Assistance Program Mixed On Going The Salvation Army Mixed On Going 4b. Marketing Program: Brochures, Signs, and HUD's Fair Housing Poster, (1) Will brochures. letters, or handouts be used to advertise? X Yes No If 'Yes", attach a copy or submit when available. (2) For project site sign, indicate sign size 48" X 96" ; Logotype size 18" X 17" . Attach a photograph of project sign or submit when available. (3) HUD's Fair Housing Poster must be conspicuously displayed wherever sales/rentals and showings take place. Fair Housing Posters Will be displayed in the Sales/Rental Office Real Estate Office Model Unit Other (specify) X 4c. Community Contacts. To further inform the group(s) least likely to apply about the availability of the housing, the applicant agrees to establish and maintain contact with the groups/organizations listed below that are located in the housing market area or SMSA if more space is needed, attach an additional sheet. Notify HUD-FHEO of any changes in this list. Attach a copy of correspondence to be mailed to these groups/organizations. (Provide all requested Information.) Name of Group/Organization Racial/Ethnic Identification Approximate Date: Person Contacted or to be Contacted Camillus House MIXED ON GOING Marten Burgos Community Partership For the Homeless (HAC 1) MIXED ON GOING Burnie Burke Office of Homeless Assistance Program MIXED ON GOING Lazar() Trueba The Salvation Army MIXED _ ON GOING Maria de los Angeles Cortes Address & Phone Number: Method of Contact: Indicate the specific function the Group/Organization will undertake in implementing the marketing program: 12320 SW 283rd St, Miami, Ft 305-258-4777 EXT 126 FAX/ TELEPHONE /VISIT IWEB /DIRECT REFER CLIENTS 1550 North Miami Ave, Miami, FI 33136, 305-329-3000 FAX/ TELEPHONE 1 VISIT 1 WEB 1 DIRECT REFER CLIENTS 1490 NW 3rd St, Suite 105, Miami, FI 33136, 305-576-9900 FAX! TELEPHONE! VISIT 1 WEB 1 DIRECT REFER CLIENTS 1907 NW 38th St, Miami, FI 33142, 305-637-6700 - FAXITELEPHONE /VISIT1 WEB I DIRECT - —.- -.- . — REFER -CLIENTS-- - 5. Future Marketing Activities (Rental Units Only) Mark the box(s) that best describe marketing activities to fill vacancies as they occur after the project has been initially. occupied. 6. Experience and ; +-.• 6a." : Staff has 6b.. •••-On:sepa federal, State as this AFHM regarding Staff instructions: (See Instructions) - • - - -- -.--7,-- - - :. . :.: .. .::. -: ,.. :- ,,.....-c. experience. X Yes No NewspapersiPubiicatlons Radio ITV Brochures/Leaflets/handouts.=- _ ate sheets, indicate. training to be pro'vlded to staff on .--. and local fair housing laws and regulations, as well Plan. Attach a copy of the instructions to staff fair housing. _ . _ (specify) Flyers Site Signs X Community Contacts ( Jother 7. Additional Considerations: Attach additional sheets as needed. B. Changes and Revisions: By signing this form, the applicant agrees, after appropriate consultation with HUD, to change any part of the plan covering a multifamily project top ensure continued compliance witSection 200.620 of HUD's Affirmative Housing Marketing Regulations. Signature of Perso Name: (type or print) FRANCISCO RODRIGUEZ Pia Date of S mission: For HUD-FHEO Use Only Approved By: Disapproval By: Signature & Date Name: (type or print) Signature & Date Name: (type or print) Title & Name of Company: DIRECTOR OF PROPERTY MANAGEMENT, CROSSROADS MANAGEMENT, LLC. Previous Editions are obsolete Page 1 of 2 Title Title ref. Handbook 8025.1 form HUD-935.2 (10/92) EXHIBIT "F" FORM OF MORTGAGE Prepared by, and after recording return to: Raymond Pereira, Esq. 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: 1398 SW 1 Street, Miami, Florida 33135 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. LEASEHOLD MORTGAGE AND SECURITY AGREEMENT FOR VILLA AURORA, LLLP THIS MORTGAGE AND SECURITY AGREEMENT�.(hereinafter referred to as the "Mortgage"), is executed and delivered the 2.S day of re-eTuc , 2026 by VILLA AURORA, LLLP, a Florida limited liability limited partnership, whose is 1398 SW 1 Street , Miami, FL 33135 (hereinafter referred to as the "Mortgagor"), to the CITY OF MIAMI, a municipal corporation of the State of Florida, with offices at 444 S.W. 2nd Avenue, Miami, Florida 33130-1910 (hereinafter called "Mortgagee"). RECITALS WHEREAS, on September 26, 2023, and on May 20, 2025, the Mortgagee approved an allocation of One Million One Hundred Thousand and 00/100 Dollars ($1,100,000.00) in Community Development Block Grant Program ("CDBG") funds for rehabilitation of affordable residential apartment units in the Little Havana neighborhood of Miami, Florida ("Project"); and WHEREAS, Mortgagor has delivered to Mortgagee that certain CDBG Promissory Note for Villa Aurora, LLLP, of even date herewith, made by Mortgagor in favor of Mortgagee (as the same may be amended, 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 One Million One Hundred Thousand and 00/100 Dollars ($1,100,000.00) in CDBG 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: Page 1 of 12 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 One Million One Hundred Thousand and 00/100 Dollars ($1,100,000.00) (hereinafter referred to as the "Note"), the Mortgagor does grant, bargain sell, alien, remise, release, convey and confirm unto the Mortgagee, in leasehold 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 1398 SW 1 Street, Miami, Florida 33135, 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 leasehold estate, forever. The Mortgagor does covenant with the Mortgagee that Mortgagor is indefeasibly seized of the Mortgaged Property in leasehold estate; that the Mortgagor has full power and lawful right to convey the Mortgaged Property in leasehold estate 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 leasehold 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 herein the other loan documents by and between Mortgagee, as lender therein, and Mortgagor, as borrower 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: Page 2 of 12 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) 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 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. So long as there is no Page 3 of 12 Event of Default, 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 parties hereto, arises out of the terms of this Mortgage, each party shall be responsible for its own attorney's fees, costs, charges, and expenses through the conclusion of all appellate proceedings, and including any final settlement or judgment. 5. INSURANCE. The Mortgagor shall keep the buildings and improvements now or hereafter erected on the Mortgaged Property continuously insured under a policy or policies providing coverage on an "all risk" basis, in a sum not less than full insurable value or replacement cost valuation, including coverage for windstorm, hail, and flood insurance if applicable in a company or companies acceptable to the Mortgagee. Such policy shall also include coverage for Law and Ordinance and Loss of Rents with a maximum policy deductible on windstorm, hail and flood of 5%. In addition, the Mortgagor agrees to continuously maintain Commercial General Liability with limits of $1,000,000.per occurrence, $2,000,000 policy aggregate protecting against bodily injury and property damage arising from claims involving premises and operations, products and completed operations, personal and advertising injury liability, and hired and non owned automobile exposures. In addition, the Mortgagor shall furnish Umbrella Liability coverage with limits of at least $2,000,000 per occurrence, $2,000,000 policy aggregate. The policy or policies of insurance contained herein shall list the Mortgagee as an additional insured on all third party liability policies and loss payee as to property, and 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 Page 4 of 12 Mortgagee, shall constitute a default hereunder and the Mortgagee, at its option, may declare all sums due and payable and accelerate the entire indebtedness. The Mortgagee may, at its option, and without waiving its right to accelerate the indebtedness hereby secured and to foreclose the'same, pay either before or after delinquency any or all of those certain obligations required by the terms hereof to be paid by the Mortgagor for the protection of the Mortgage security or for the collection of the indebtedness hereby secured. All sums so advanced or paid by Mortgagee shall be charged 'into the mortgage account, and every payment so made shall bear interest from the date thereof at the delinquent rate specified in said 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) 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 is not cured within thirty (30) days following written notice from the Mortgagee, or if such default cannot practicably be cured within thirty (30) days, then within such additional time as may be required to effect a cure, so long as (i) the cure is commenced within thirty (30) days and is diligently prosecuted and (ii) the lack of a cure during such continuing cure period has no material adverse effect on the Mortgaged Property, or (b) in the event any of said sums of money herein referred to be not promptly and fully paid within fifteen (15) days next after the same severally become due and payable, after applicable demand or notice; or (c) in the event each and every stipulation, agreement, condition and covenants of 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, following the applicable notice and cure period as may be provided in the Agreement; or (d) in the event the Mortgagor shall fail, within ten (10) days written notice by the Mortgagee to execute a Mortgagor's certificate in favor of any assignee or prospective assignee of the Mortgagee's interest hereunder which certificate shall contain such acknowledgments, affirmations, and covenants as may be reasonably required to enable the Mortgagee to assign their interest hereunder, 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 adversely affect this Mortgage or the debt secured hereby; or (f) in the event, there exists an event of default under and pursuant to the 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 after applicable notice and cure periods, 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 Page 5 of 12 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. 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. 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 or, except as may be set forth in Page 6 of 12 Section 6.5 of 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 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 may 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 Page 7 of 12 without proof of the default relied upon. The Tenants are hereby irrevocably authorized to rely upon and comply with any notice or demand by the Mortgagee for the payment to the Mortgagee of any rental or other sums which may be or thereafter become due under the leases, or for the performance of any of the Tenants undertakings under the leases and shall have no right or duty to inquire as to whether any 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. The Mortgagor shall comply with all applicable local, state, and federal regulations in regards to the Property. (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. Page 8 of 12 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. 21. MORTGAGEE'S REMEDIES CUMULATIVE. The Mortgagor agrees that all rights of the Mortgagee hereunder shall be separate, distinct, and cumulative, and that none shall be in exclusion of the other, and that no act of the Mortgagee shall be construed as an election to proceed under any provision of covenant herein to the exclusion of any other, notwithstanding anything herein to the contrary. 22. FUTURE ADVANCES. Pursuant to the laws of the State of Florida, this Mortgage shall secure not only the existing indebtedness evidenced by the Note, but also such future advances as may be made by the Mortgagee to the Mortgagor in accordance with the Note, this Mortgage, or any other Loan Document executed in connection herewith, whether or not such advances are obligatory or are to be made at the option of the Mortgagee, or otherwise, and as are made within twenty (20) years from the date hereof, to the same extent as if such future advances were made on the date of the execution of this Mortgage. The total amount of indebtedness that may be so secured may decrease or increase from time to time, but the total unpaid balance so secured at one time shall not exceed one and a half times the face amount of the Note, plus interest thereon, and any disbursements made for the payment of taxes, levies or insurance on the Mortgaged Property with interest on such disbursements at the rate designated in the Note to apply following a default thereunder. 23. INDEMNIFICATION. The Mortgagor hereby protects, indemnifies, 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 Page 9 of 12 party under this Section which are not paid within ten (10) days after written demand therefor shall bear interest at the default rate of interest provided in the Note from the date of such demand, and such amounts, together with such interest, shall be indebtedness secured by this Mortgage. The obligations of the Mortgagor under this Section shall survive any defeasance of the Mortgage. 24. HAZARDOUS MATERIALS. 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. - Page 10 of 12 26. SEVERABILITY OF INVALID PROVISIONS. In the event any provision of the Note and or this Mortgage should be held unconstitutional, illegal or unenforceable for any reason, such provision shall not affect, alter, or otherwise impair any other provision of the Note and or this Mortgage. 27. NO WAIVER. It is expressly agreed and understood that a waiver by the Mortgagee of any right or rights conferred to it hereunder with regard to any one transaction or occurrence shall not be deemed a waiver of such right or rights to any subsequent transaction or occurrence. It is further agreed that any forbearance or delay by the Mortgagee in the enforcement of any right or remedy hereunder shall not constitute or be deemed a waiver of such right or remedy. 28., GOVERNING LAW AND VENUE. This Mortgage shall be construed and enforced pursuant to the laws' of the State of Florida, excluding all principles of choice of laws, conflict of laws and comity. Any action pursuant to a dispute under this Mortgage must be brought in Miami -Dade County and no other venue. All meetings to resolve said dispute, including voluntary arbitration, mediation, or other alternative dispute resolution mechanism, will take place in this venue. The\parties both waive any defense that venue in Miami -Dade County is not convenient. 29. HEADINGS. Theheadings 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 ON FOLLOWING PAGE] Page 11 of 12 IN WITNESS WHEREOF, the Mortgagor has hereunto set its hand and seal the day and year first above written. WITNESSES: Signature: Print Name: A..ress: GUYL A WI 4- 4. I3 Signature: Print Name: Address: I3'b _Q c MORTGAGOR: VILLA AURORA, LLLP, a Florida limited liability limited partnership By: Villa Aurora, Inc., a Florida not for profit corporation, its manager By: Print N e: Stephanie Berman Title: esiokent Date:`, a la ACKNOWLEDGMENT STA 1'h OF FLORIDA } I COUNTY OF MIAMI-DADE } SS: AMANDA HERRO 1 �� Notary Public - State of Florida a_io - Commission # HH 675242 ",.'..!,9Fr°��' My Comm. Expires May 11, 2029 Bonded through National Notary Assn. The foregoing instrument was acknowledged before me by means off -physical presence or ❑ online notarization this 1.1-4h. day of -reA9 , 2026 by Stephanie Berman , as President of Villa Aurora, Inc., a Florida not for profit corporationjthe manager of Villa Aurora, LLLP, a Florida limited liability limited partnership, who i ersonal y known tom or has produced as identification. Ak\r-m Print N. ary Public, State of at large Page 12 of 12 EXHIBIT A Legal Description of The Property Lots 7, 8, 9 and 10, Block 79, Less the North 10 feet thereof, LAWRENCE ESTATE LAND CO'S SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 2, Page 46, of the Public Records of Miami -Dade County, Florida, A/W/A ESPERANZA CENTER. LESS AND EXCEPT: A parcel of land lying and being in Miami -Dade County, Florida being a portion of Lot 10, of Block 79 of LAWRENCE ESTATE LAND CO'S SUBDIVISION according to the Plat thereof as recorded in Plat Book 2, at page 46 of the Public Records of Miami -Dade County, Florida being more particularly described as follows: The external portion of a circular curve, concave southeasterly, having a 25.00 foot radius and being subtended by the following tangents: the South line of the North 10.00 feet of aforementioned Lot 10, Block 79 and the West line of aforementioned Lot 10. EXHIBIT B Permitted Encumbrances on the Mortgaged Property All permitted encumbrances on the Property are described in that certain Title Insurance Commitment No. 11687412 issued by Chicago Title Insurance Company, effective as of January 21, 2026, at 5:00 p.m. EXHIBIT "G" FORM OF COVENANT Prepared by, and after recording return to: Raymond Pereira, Esq. 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: 1398 SW 1 Street Miami, FL 33135 DECLARATION OF RESTRICTIVE COVENANTS FOR VILLA AURORA Ts Declaration of Restrictive Covenants for Villa Aurora (the "Covenant") made thiAZ-- day of r e Z4 , 2026 ("Effective Date") by VILLA AURORA, LLLP, a Florida limited liability limited artnership (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 owner of a leasehold estate in the property legally described in Exhibit "A," attached hereto and incorporated herein; 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 $1,100,000.00 in CDBG Community Development Block Grant Program ("CDBG") 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 supply of rental housing units for Very Low and Low Income Households in the community known as Little Havana (hereinafter referred to as the "Project"), which consists of the rehabilitation of an existing 12-floor residential rental building building located at 1398 SW 1 Street, Miami, Florida 33135, as legally described in Exhibit "A" (hereinafter referred to as the "Property"). The Project consists ofa total of seventy-six (76) residential apartment units all of which are CDBG-assisted units (the "CDBG-Assisted Units"), and are all subject to the terms, covenants, and restrictions contained herein; and WHEREAS, the City's allocation of funds for the Project is subject to that certain CDBG Loan Agreement for Villa Aurora (the "CDBG Loan Agreement" or "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 5 WHEREAS, Project Sponsor desires to make a binding commitment to assure that the CDBG 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 to construct the Project is required to record in the Public Records of Miami -Dade County, Florida, 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 CDBG 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, transferees, 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: There shall be a total of seventy-six (76) CDBG Assisted Units in the Project that shall remain Affordable for eligible tenants. Sixty (60) of the seventy-six (76) CDBG Assisted Units shall remain Affordable to Low Income Households, and sixteen (16) of the seventy-six (76) units shall remain Affordable to Very -Low Income Households for the period of time commencing on the date of the Close -Out of the Project and ending thirty (30) years thereafter (the "Expiration of the Affordability Period"). The seventy-six (76) CDBG Assisted Units shall consist of four (4) studio apartments, thirty-six (36) one bedroom/one bathroom apartment units, twenty-one (21) two bedroom/two bathroom apartment units, ten (10) three-bedroom/two- bathroom apartment units, and five (5) four bedroom/two bathroom apartment units. "Very Low Income" shall mean a household whose annual income does not exceed fifty percent (50%) of the median income for the area, as determined by the U.S. Depaitiiient of Housing and Urban Development, with certain exceptions and adjustments for family size. "Low Income" shall mean a household whose annual income does not exceed sixty percent (60%) of the median income for the area, as determined by the U.S. Department of Housing and Urban Development, with certain exceptions and adjustments for family size. Section 3. Term 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 is 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: Except as provided in the Loan Documents, including the Permitted Senior Financing described therein, the Project Sponsor covenants and agrees not to encumber or convey its interest in the Project, Property, or any portion thereof, without City's Page 2 of 5 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 City's 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, all Program Income (as defined in 24 CFR Part 570) derived from or in connection with the Project, the Property and/or the Loans, and all unpaid fees, charges and other obligations of the Project Sponsor due under any of the CDBG 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 by the City and the Project Sponsor or their respective successors -in -interest. Should this instrument be modified, amended, or released, the City Manager, or such person who hereafter is delegated such authority, 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. Section 8. Definitions: All capitalized terms not defined herein shall have the meanings provided in the CDBG 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 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 Page 3 of 5 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. Costs, Including Attorney's Fees. In the event litigation, arbitration, or mediation, between the parties hereto, arises out of the terms of this Covenant, 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 4 of 5 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. SES: l!4"1 ►Vt a Print Name: •V471c Q.,--, 0_ STA lib OF FLORIDA } COUNTY OF MIAMI-DADE } SS: PROJECT SPONSOR: VILLA AURORA, LLLP, a Florida limited liability limited partnership By: Villa Aurora, Inc., a Florida not for profit corporation, its manager By: Print N +i le: Stephanie Berman Title: President' � Date: l AMANDAHERRO 1 r Notary Public - State of Florida , if! Commission # HH 675242 el My Comm. Expires May 11, 2029 ' Bonded through National Notary Assn. The foregoing instrument was acknowledged before me by means ofa,physical presence or ❑ online notarization this' day of ¥ , 2026 by Stephanie Berman , as President of Villa Aurora, Inc., a Florida not for profit corp ation, the manager of Villa Aurora, a Florida limited liability limited partnership. She i ersonally known to me r has produced as identification. ry Public, State of Fl ri a at large Page 5 of 5 Al 1LST: Date: APPROVED AS REQUIRE CITY OF MIAMI, Florida By: es Reyes, C nici • al corporation of the State of '401P APPROVED AS TO FORM AND CORRECTNESS: David Ruiz George K. WVysong III(1 V Interim Direct • of ' 'sk Management City Attorney h'P Z)_Z50 Page 6 of 5 Exhibit A Legal Description Of The Property Lots 7, 8, 9 and 10, Block 79, Less the North 10 feet thereof, LAWRENCE ESTATE LAND CO'S SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 2, Page 46, of the Public Records of Miami -Dade County, Florida, A/W/A ESPERANZA CENTER. LESS AND EXCEPT: A parcel of land lying and being in Miami -Dade County, Florida being a portion of Lot 10, of Block 79 of LAWRENCE ESTATE LAND CO'S SUBDIVISION according to the Plat thereof as recorded in Plat Book 2, at page 46 of the Public Records of Miami -Dade County, Florida being more particularly described as follows: The external portion of a circular curve, concave southeasterly, having a 25.00 foot radius and being subtended by, the following tangents: the South line of the North 10.00 feet of aforementioned Lot 10, Block 79 and the West line of aforementioned Lot 10. EXHIBIT "H" RENT REGULATORY AGREEMENT Prepared by, and after recording return to: Raymond Pereira, Esq. 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: 1398 SW 1st Street Miami, FL 33135 RENT REGULATORY AGREEMENT FOR VILLA AURORA, LLLP THIS RENT REGULATORY AGREEMENT ("Regulatory Agreement") is 'entered into this day of F. , 2026, between VILLA AURORA, LLLP, a Florida limited liability limited partnership referred to as "Borrower") and the CITY OF MIAMI, a municipal corporation of the State of Florida (hereinafter referred to as the "City"). The execution of this Regulatory Agreement by the Borrower is in connection with the loan of CDBG Community Development Block Grant ("CDBG") funds, (the "Loan"), secured by certain loan documents to be executed in connection therewith (the "Loan Documents"), for the rehabilitation of a total of seventy-six (76) residential apartment units. All seventy-six (76) of the residential apaitiuent units will be CDBG-assisted units (the "CDBG-Assisted Units") of that certain project known as. Villa Aurora (hereinafter referred to as the "Project"). The Project is the rehabilitation of a twelve -story affordable rental residential building located at 1398 SW 1 Street, Miami, Florida 33135 (hereinafter referred to as the "Property"). In accordance with the requirements set forth in (i) that certain CDBG Loan Agreement to be executed by the Borrower and the City for the CDBG funds (the "Loan Agreement"), and (ii) the other Loan documents of even date therewith between the Borrower and the City, seventy-six (76) Project units are considered "CDBG-Assisted" and all of the CDBG-Assisted Units are subject to the restrictions provided herein. The seventy-six (76) CDBG-Assisted Units shall be, at any one time, in compliance with the CDBG-Assisted requirements set forth herein. Borrower hereby agrees to the following terms, conditions and covenants until the end of the Affordability Period: (1) Occupancy Requirements. The CDBG-Assisted Units shall be made available to tenants who qualify under the occupancy requirements of 24 CFR Part 570 (hereinafter referred to as the "Regulation"). The CDBG-Assisted Units are subject to the restrictions provided therein and herein, including, but not limited to, the following: Sixty (60) CDBG-Assisted Units shall be occupied by Low Income Households. As defined in the Regulation, Low -Income Households have annual incomes that do not exceed sixty percent (60%) if the median income for the area, as determined by the U.S. Department of Housing and Urban Development ("HUD") and adjusted for family size. The remaining sixteen (16) CDBG-Assisted Units shall be occupied by Very -Low Income Households. As defined in the Page 1 of 10 Regulation, Very -Low -Income Households have annual incomes that do not exceed fifty (50%) of the median income for the area, as determined by HUD and adjusted for family size. (2) Maximum Rent Levels. The rents charged on all of the CDBG-Assisted Units shall be subject to the Regulation. Gross monthly rent charged on CDBG-Assisted Units occupied by tenants identified as Very -Low Income are subject to the maximum LOW CDBG Rent published annually by HUD for each locality. Gross monthly rent charged on CDBG-Assisted Units occupied by tenants identified as Low - Income are subject to the maximum HIGH CDBG Rent published annually by HUD. The HIGH and LOW CDBG Rent maximums for leases signed in Miami, Florida effective as of June 1, 2025 are as follows: No. of CDBG- No. of Bedrooms No. of Bathrooms High HOME Rent Maximum Low HOME Rent Maximum Assisted Units 4 0 1 1,390.00 $1,085.00 36 1 1 $1,491.00 $1,161.00 21 2 2 $1,791.00 $1,393.00 10 3 2 $2,060.00 $1,611.00 5 4 2 $2,279.00 $1,797.00 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 CDBG-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. In the event that the CDBG Assisted Units are also benefitted from a federal or state rent subsidy program, then the rents outlined above may be set at the applicable rent standard established by that rent subsidy program in compliance with 24 CFR 570. (3) Income Re -certification. Tenant income for CDBG-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 this Regulatory Agreement. (4) Deposits and Pre -payments. Borrower shall not require, as a condition of occupancy or leasing of any CDBG-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 CDBG-Assisted Units shall not contain any of the following provisions: Page 2 of 9 a. Agreement to be sued. A tenant lease may not contain a provision whereby the tenant agrees to be sued, admits guilt or consents to judgment in favor of the landlord in a lawsuit brought in connection with the lease. b. Agreement regarding treatment of property. A tenant lease may not contain a provision whereby the tenant agrees that the landlord may take, hold or sell personal property of the tenant household without notice and a court decision. This prohibition does not apply to personal property remaining in the CDBG-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. g. 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. 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 CDBG-Assisted Units. (7) Inspections. The Borrower agrees to submit the CDBG-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) days of completion, and will be given thirty (30) days thereafter to correct any deficiencies or violations. Page 3 of 9 At any time other than an annual inspection, the City may, in its discretion, inspect any CDBG-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, the Project, including the CDBG-Assisted Units, equipment, buildings, plans, offices, apparatus, devices, books, contracts, records, documents, and 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 CDBG-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 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) 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 Loan 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 9 To Borrower: With Copy to: To City: Villa Aurora, LLLP 1398 SW 1 Street Miami, FL 33135 Attn: Stephanie Berman Legal Services of Greater Miami, Inc. 4343 West Flagler Street, Suite 100 Miami, FL 33134 Attn: CED Unit Advocacy Director City of Miami Department of Housing and Community Development 444 S.W. 2nd Avenue Miami, FL 33130-1910 Attn: Victor Turner, Director With Copy To: George K. Wysong III Office of the City Attorney, City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 (10) Fines. Upon the occurrence of a violation of any provision of this Regulatory Agreement, and regardless of the nature of the violation, after notice and expiration of applicable cure periods, the City will assess a flat monthly fine in the amount of Fifty Dollars and no/cents ($50.00) per CDBG-Assisted Unit that is the subject of such violation up to a maximum of Five Thousand Dollars and no/cents ($5,000.00) per month, for each month the violation is not corrected, and pay same over to the 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 CDBG-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. Page 5 of 9 If there is no lease for a CDBG-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 and be of no further force and effect without the necessity of any other written document or instrument. Notwithstanding the foregoing, upon such Expiration, the 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 Loan 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 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 Regulatory Agreement, 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. Page 6 of 9 (20) Counterparts. This Regulatory 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 Regulatory Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Regulatory 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 Regulatory 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 9 THIS REGULATORY AGREEMENT has been executed and delivered as of the day and year first above written. PROJECT SPONSOR: VILLA AURORA, LLLP, a Florida limited liability limited partnership WITNESS ' By: Villa Aurora, Inc., a Florida not for profit corporation, its manager Signature: Print Name: Address: 1 ,7--3 s W Pratrhi 17- ; t g,S`-- Signature: c„,p....„c;. Print Name: 'Q,p p pGkie Address: 3 1 - 12,E STA I E OF FLORIDA } COUNTY OF MIAIVII-DADE } SS: By: Print N e: Stephanie Berman Title: P elder')Date: a (o ACKNOWLEDGMENT :.•40 e,• AMANDA HERRO Notary Public - State of Florida Commission # HH 675242 •�oFF My Comm. Expires May 11, 2029 Bonded through National Notary Assn. The foregoing instrument was acknowledged before me by means ofp-physical presence or ❑ online notarization this 1f day of-re,lovi,v L'Z , 2026 by Stephanie Berman , as President of Villa Aurora, Inc., a Florida not for profit corporation', the manager of Villa Aurora, LLLP, a Florida limited liability limited partnership, who iscpersonally known to m for has produced as identification. woo. cotou 1-1-e irr0 Pri Name: tary Public, State of Florida at large Page 8 of 9 THIS REGULATORY AGREEMENT has been executed and delivered as of the day and year first above written. ATTEST: B. Hanno City Clerk Date: ..�a.5 APPROVED AS TO FORM AND CORRECTNESS: George . Wyson_ I City Attorney ft. #7L3-4111 CITY: CITY OF MIAMI, a municipal corporation of the State of Florida Bv: Page 9 of 9 Exhibit A Legal Description Of The Property Lots 7, 8, 9 and 10, Block 79, Less the North 10 feet thereof, LAWRENCE ESTATE LAND CO'S SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 2, Page 46, of the Public Records of Miami -Dade County, Florida, A/W/A ESPERANZA CENTER. LESS AND EXCEPT: A parcel of land lying and being in Miami -Dade County, Florida being a portion of Lot 10, of Block 79 of LAWRENCE ESTATE LAND CO'S SUBDIVISION according to the Plat thereof as recorded in Plat Book 2, at page 46 of the Public Records of Miami -Dade County, Florida being more particularly described as follows: The external portion of a circular curve, concave southeasterly, having a 25.00 foot radius and being subtended by the following tangents: the South line of the North 10.00 feet of aforementioned Lot 10, Block 79 and the West line of aforementioned Lot 10. EXHIBIT "I" SIGNAGE REQUIREMENTS Building Better Neighborhooc Mayor Eileen Higgins NAME OF PROJECT SECOND LINE THIRD LINE Eileen Higgins Mayor Miguel Angel Gabela District 1 Damian Pardo District 2 Rolando Escalona District 3 Ralph "Rafael" Rosado District 4 Project Construction C $1,234,567 City Contribution: $1,234,567 www.miami.gov (305) 416-2080 EXHIBIT "J" INSURANCE REQUIREMENTS INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE GENERAL CONTRACTOR CDBG FUNDING PROJECTS I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $1,000,000 B. Endorsements Required City of Miami listed as an Additional Insured Contingent and Contractual Liability Premises and Operations Liability Explosion, Collapse and Underground Hazard Primary Insurance Clause Endorsement Extended Completed Operations Endorsementproving 3 years coverage extension following project completion, including City as additional insured II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami included as an additional insured Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation Employer's Liability A. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit IV. Umbrella Policy A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $ 1,000,000 Aggregate $ 1,000,000 City of Miami listed as an additional Insured. Coverage is excess follow form over all liability polices contained herein. VI. Payment and Performance Bond $940,000 City of Miami listed as Obligee VII. Builders' Risk Causes of Loss: All Risk -Specific Coverage Project Location Valuation: Replacement Cost Deductible: $25,000 All other Perils 5% maximum on Wind/Hail and Flood City of Miami listed as loss payee A. Coverage Extensions: As provided by carrier 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. EXHIBIT J Insurance Requirements (Continued) INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE PROJECT SPONSOR CDBG FUNDING PROJECTS I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Personal and Adv. Injury $ 1,000,000 Products/Completed Operations $ 1,000,000 B. Endorsements Required City of Miami listed as additional insured Contingent & Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement II. Business Automobile Liability a. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 b. Endorsements Required City of Miami listed 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 $100,000 for bodily injury caused by an accident, each accident $100,000 for bodily injury caused by disease, each employee $500,000 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 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. ANTI -HUMAN TRAFFICKING AFFIDAVIT 1. The undersigned affirms, certifies, attests, and stipulates as follows: a. The entity is a non -governmental entity authorized to transact business in the State of Florida and in good standing with the Florida Department of State, Division of Corporations. b. The nongovernmental entity is either executing, renewing, or extending a contract (including, but not limited to, any amendments, as applicable) with the City of Miami ("City") or one of its agencies, authorities, boards, trusts, or other City entity which constitutes a governmental entity as defined in Section 287.138(1), Florida Statutes (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), attached and incorporated herein as Exhibit Affidavit-1. 2. Under penalties of perjury, I declare the following: a. I have read and understand the foregoing Anti -Human Trafficking Affidavit and that the facts, statements and representations provided in Section 1 are true and correct. b. I am an officer or a representative of the nongovernmental entity authorized to execute this Anti - Human Trafficking Affidavit. } �ji1 Nongovernmental Entity: C O (( ` U� S LI P 4 � .Ntt "t 1 (l /i I ` k Q. A ( 0 J (� Name: ' ` �kW \� �Q(jCV\ Officer Title: T i (WA-1— n Signature of Officer: Office Address: 2 Email Address: Q�('I�(/) ( cmtou(Mai Phone Number: (1305) 3-4t '4 J DU FEIN No. / - / / / / / / STATE OF FLORIDA COUNTY OF MIAMI-DADE SO Sty Kkami , - 33135 The foregoing instrument was sworn to and subscribed before me by means of 0/physical presence or O online notarization, this au, day of f 2b'(Wtiy by SAephar %Q aefilYI as the authorized officer or representative for the nongovernmental entity.. He/she is personally known to me or has produced FL OL as identification. (NOTARY PUBLIC SEAL) My Commission Expires: QS IQ 5 I ..209.A K2, Signature of Person Taking Oath POZA pQ(e (Printed, Typed, or Stamped Name of Notary Public) ANA PEREZ Notary Public State of Florida Comm# HH672708 Expires 5/5/2029 SCHEDULE A PERMITTED SENIOR FINANCING 1. Senior Mortgage Loan from SAIL lender to Borrower, in the amount of $3,000,000. 2. Second Mortgage Loan from Miami -Dade County to Borrower, in the amount of $896,869 in HOME funds, payable from available cash flow. 3. Third Note from the Supportive Housing Program (Miami -Dade County), in the amount of $400,000, payable from available cash flow. 4. Fourth Mortgage Loan from the City of Miami to Borrower, in the amount of $646,000 in HOME funds, payable from available cash flow. 5. Fifth Note from the Enterprise Foundation, Inc., in the amount of $50,000, payable from available cash flow. ��p°C7