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HomeMy WebLinkAbout24049AGREEMENT INFORMATION AGREEMENT NUMBER 24049 NAME/TYPE OF AGREEMENT CASA VALENTINA, INC. DESCRIPTION ARPA LOAN AGREEMENT/LAND ACQUISITION FOR AFFORDABLE HOUSING/FILE ID: 10701/R-21-0427/MATTER ID: 21-2101K EFFECTIVE DATE ATTESTED BY TODD B. HANNON ATTESTED DATE 9/1/2022 DATE RECEIVED FROM ISSUING DEPT. 9/6/2022 NOTE ARPA LOAN AGREEMENT FOR CASA VALENTINA, INC. This American Rescue Plan Act of 2021 ("ARPA") Loan Agreement (this "Loan Agreement" or "Agreement") for Casa Valentina is dated as of this day of , 2022, by and between the CITY OF MIAMI, a municipal corporation of the State of Florida (hereinafter the "City" or "Lender"), and CASA VALENTINA, INC., a Florida not for profit corporation (hereinafter the "Project Sponsor" or "Borrower" or "Subrecipient"). Lender and Borrower are sometimes jointly referred to as "Parties." FUNDING SOURCE: United States Department of the Treasury, through its final rule, 31 CFR Part 35, that implements the Coronavirus State Fiscal and Local Fiscal Recovery Funds established under the American Rescue Plan Act of 2021 AMOUNT: $2,000,000.00 in ARPA Funds RESOLUTION: The City of Miami Housing and Commercial Loan Committee ("HCLC") approval of January 26, 2022, and the Miami City Commission Resolution No. R-21-0427 of October 14, 2021. PROJECT NAME: Casa Valentina PROJECT TYPE: Land acquisition for affordable housing PROJECT SPONSOR: Casa Valentina, Inc., a Florida not for profit corporation LAND OWNER: Casa Valentina, Inc., a Florida not for profit corporation TERM OF THE AGREEMENT: See Section 1.19 AFFORDABILITY PERIOD: Thirty (30) years commencing on the Closeout of the Project ARPA ASSISTED UNITS: Fifty (50) of the Affordable Units shall be ARPA Assisted Units for eligible individuals; all fifty (50) ARPA Assisted Units shall be allocated for Low Income Households. PROPERTY ADDRESS: 3173 Mundy Street Miami, FL 33133 Page 1 of 37 IDIS NUMBER: SCI NUMBER: EXHIBITS ATTACHED HERETO AND INCORPORATED HEREIN: Exhibit "A" Legal Description Exhibit "B" Scope of Work/Project Schedule Exhibit "C" Budget Exhibit "D" Disbursement Agreement Exhibit "E" Affirmative Marketing Procedures and Responsibilities Exhibit "F" Form of Mortgage and Security Agreement Exhibit "G" Form of Declaration of Restrictive Covenants Exhibit "H" Form of Rent Regulatory Agreement Exhibit "I" Signage Requirements Exhibit "J" Additional Insurance Requirements Schedule A Schedule of Permitted Senior Financing RECITALS WHEREAS, the Project Sponsor is acquiring, in fee simple, of the real property described in Exhibit "A." The Project Sponsor is acquiring property so that it can construct a residential affordable housing project known as Casa Valentina (the "Building"), that will increase the supply of rental housing units for Low Income Households; and WHEREAS, Borrower currently owns properties at 3129, 3133, 3135, 3145, 3147 and 3153 Mundy Street, Miami, Florida 33133, where Borrower currently provides safe and affordable housing for at -risk and former foster youth between the ages of 18 and 24; and WHEREAS, it is understood that Project Sponsor will use the ARPA Funds to purchase several parcels of real property, between the Effective Date and December 31, 2024, in order to develop the Project and the Project Sponsor will apply to receive the ARPA Funds, through the processes established in these Loan Documents, as the opportunities to acquire eligible parcels of land materialize; and WHEREAS, on January 26, 2022, the City's HCLC approved a loan of ARPA Funds in the amount not to exceed $2,000,000.00 for the Property's acquisition costs so that Project Sponsor can construct the Project; and WHEREAS, on October 14, 2021, the Miami City Commission approved a loan of ARPA Funds in the amount not to exceed $2,000,000.00, through City Commission Resolution No. R- 21-0427, for the Property's acquisition costs so that Project Sponsor can construct the Project; and Page 2 of 37 WHEREAS, the City and the Project Sponsor intend and agree that the ARPA 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 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: 1.3 Close -Out of the Project: 1.4 Contract Records: The period of time that the Assisted Units must remain Affordable, in compliance with 31 CFR Part 35. 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 this Loan Agreement, the Covenant, and the Rent Regulatory Agreement. The date on which the Project has obtained all of the required Certificate(s) of Occupancy and all ARPA Assisted Units have been leased to eligible ARPA tenants. 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 ARPA Funds in carrying out the duties and obligations required by the terms of this Agreement, including, but not limited to, financial books and records, ledgers, drawings, maps, pamphlets, designs, electronic tapes, computer drives and diskettes or surveys. 1.5 Effective Date: The date on which the Agreement has been signed by the City Manager and attested to by the City Clerk. Page 3 of 37 1.6 ARPA: United States Depat lnient of the Treasury's final rule, 31 CFR Part 35, that implements the Coronavirus State Fiscal and Local Fiscal Recovery Funds established under the American Rescue Plan Act of 2021 1.7 HUD: The United States Department of Housing and Urban Development. 1.8 ARPA Assisted Units, or Assisted Units: 1.9 ARPA Documents, or Loan Documents, or ARPA Loan Documents: Fifty (50) of the Project's residential apartment units will be ARPA Assisted Units or Affordable units for households/individuals. All fifty (50) Assisted Units shall be allocated for Low Income Households. The payable rents on the ARPA Assisted Units are subject to the Covenant and the Rent Regulatory Agreement. Further restrictions apply to the ARPA Assisted Units as provided in and this Agreement, the Covenant, the other ARPA Loan Documents and the Legal Requirements, as applicable. The ARPA Assisted Units shall remain Affordable throughout the Affordability Period. This Agreement and all other documents that may now or hereafter evidence or secure the loaned ARPA 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. 1.10 ARPA Funds, Funds, or the Loan: The loan in the amount of two million dollars ($2,000,000.00) from the City to the Project Sponsor for the Property's acquisition. 1.11 ARPA Program: United States Depat lwent of the Treasury's final rule, 31 CFR Part 35, that implements the Coronavirus State Fiscal and Local Fiscal Recovery Funds established under the American Rescue Plan Act of 2021. Page 4 of 37 1.12 ARPA Requirements: The requirements contained in this Agreement, 31 CFR Part 35 and any other requirements imposed by the City. 1.13 Legal Requirements: All federal, state and local laws, regulations and requirements relating or pertaining to the ARPA Loan and/or the Project, and any requirements imposed by the City. 1.14 Low -Income Household: Annual income does not exceed eighty percent (80%) of the median income for the area, as determined by HUD with adjustments and certain exceptions as provided in 24 CFR Part 92. 1.15 OMITTED 1.16 Project: 1.17 Property: The completed Casa Valentina rental housing development described as follows: Borrower is acquiring the Property using ARPA Funds. After the Property is purchased, Borrower will use remaining ARPA Funds to purchase additional properties from the pool identified in City Commission Resolution No. R-21-0427 ("Additional Properties"), but in no event will the City disburse more that $2,000,000.00 in ARPA Funds to Borrower. Acquisition of the aforementioned properties will allow the Project Sponsor to develop an affordable housing rental development that will contain fifty (50) apaitiuent_ units. The Building on the Property shall be constructed in accordance with the Project Schedule/Scope of Work, attached hereto. and incorporated herein as Exhibit "B," that will provide affordable housing opportunities in accordance with HUD income guidelines. The real property, together with other real property to be acquired with the Loan, and all improvements thereon, located at 3173 Mundy Street Miami, FL 33133, 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." Page 5 of 37 1.19 Term: 1.20 The Covenant: 1.21 Treasury: 1.22 The Note: 1.23 The Mortgage 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 recorded in the Public Records of Miami -Dade County, Florida to ensure that the ARPA Assisted Units will qualify and remain Affordable during the Affordability Period. United States Department of the Treasury 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 ARPA FUNDS Upon satisfaction of all conditions set forth herein, the City shall disburse the ARPA Funds to the Project Sponsor for the purposes herein set forth. 2.1 Use of Funds. The ARPA Funds must be used for the acquisition of the real property located at 3173 Mundy Street Miami, FL 33133, so that Borrower can construct safe and affordable housing for Low Income Households. Fifty (50) of the Project's residential apartment units will be ARPA Assisted Units for eligible Low -Income Households for a period of thirty (30) years, commencing at the Close -Out of the Project. Subject to the Parties amending the Loan Documents to include and encumber the Additional Properties, the City will disburse ARPA Funds, in compliance with the Disbursement Agreement and ARPA, to the Borrower so Borrower can purchase a portion of the Additional Properties. 2.2 Disbursement. The ARPA 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, which is entered into by the City and the Project Sponsor (the "Disbursement Agreement") and is attached hereto and incorporated herein 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. Page 6 of 37 2.3 Repayment of ARPA Funds. Repayment by the Project Sponsor of principal, accrued interest, and other costs and charges set forth in the ARPA Loan Documents shall be deferred to the end of the Affordability Period, at which time the accrued interest and principal shall be due and payable. Upon the expiration of the Affordability Period, the ARPA Loan will be repaid as follows: A. This ARPA Funds loan shall bear zero percent (0%) during the construction of the Project. Upon the Close -Out of the Project, the loan will be converted to a 30-year permanent loan that shall bear interest at the rate of three percent (3%) per annum thereon, simple interest thereon. 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 all accrued interest are due and payable. The City may, in its sole discretion, forgive all remaining indebtedness and other sums due on the Loan and release all documents given as collateral security for no additional consideration at its maturity. 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; such prior written approval shall not be unreasonably witheld or delayed. 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 ARPA Loan Documents executed in connection herewith; (ii) Execute a development agreement with a private development partner, engage an Architectural firm to design the proposed development, and provide letters of intent from all funding sources needed to complete the Project within three (3) months from the Effective Date of this Agreement; (iii) Secure funding commitments for the construction of the Project from all necessary sources within twelve (12) months from the Effective Date; (iv) Close on all funding required to complete the Project, commence construction, complete all required land use processes, and commence with the Project's permitting, within eighteen (18) months from the Effective Date; (v) Complete construction, as evidenced by the issuance of a certificate of occupancy, or its functional equivalent, and have all ARPA Assisted Units rented within forty-two (42) months from the Effective Date; (vi) Throughout the Affordability Period, rent the ARPA Assisted Units to Low - Income Households in accordance with the requirements of this Agreement, the Rent Regulatory Agreement, the Covenant, and the other ARPA Loan Documents; and Page 7 of 37 (vi) Throughout the Affordability Period, comply with all applicable ARPA Requirements and all applicable requirements hereof and in the other ARPA Loan Documents; then, in such event, the City may, in its sole and absolute discretion, cancel all remaining indebtedness on the Loan, cancel the ARPA Note (and deliver, or cause to be delivered, the cancelled original ARPA 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 ARPA 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. ARTICLE III OMITTED ARTICLE IV ARPA PROGRAM REQUIREMENTS The Project Sponsor shall comply with all applicable requirements of ARPA. including, but not limited to, the following ARPA Requirements: 4.1 GENERAL. 4.1.1 The Project Sponsor shall maintain documentation that its activities qualify under the ARPA Requirements. 4.1.2 OMITTED 4.1.3 OMITTED 4.1.4 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," (if applicable). 4.1.5 The Project Sponsor shall comply with all applicable provisions of 31 CFR Part 35, including, but not limited to: (i) all applicable displacement, relocation and acquisition requirements; (ii) ARPA labor requirements; (iii) the ARPA conflict of interest provisions, in addition to the conflict of interest provisions specified under Section 6.7 of this Agreement; and (iv) shall carry out each Project activity in compliance with all other applicable Federal laws and regulations. Page 8 of 37 4.1.6 The Project Sponsor shall ensure that, upon Close Out of the Project and throughout the Affordability Period, the Project meets the same property standards contained in 24 CFR §92.251 and the lead -based paint requirements of 24 CFR §92.355 and 24 CFR Part 35, subparts A, B, J, K, M and R. 4.1.7 OMITTED 4.1.8 The Project Sponsor agrees that throughout the Affordability Period, Rents and tenant incomes for the ARPA Assisted Units shall be monitored by the City. 4.1.9 OMITTED 4.1.10 Attendance at citizen participation committees/meetings, provided the Project Sponsor is provided reasonable notice of such committees/meetings, if applicable. 4.1.11 The Project Sponsor shall, to the greatest extent possible, give Low -Income residents of the service community opportunities for training and employment once the Project is completed. 4.1.12 The Project Sponsor shall ensure and maintain documentation that conclusively demonstrates that each activity assisted in whole or in part with ARPA Funds is an eligible activity under ARPA. 4.2 REAL PROPERTY. 4.2.1 Any real property that was acquired or improved in whole or in part with ARPA Funds received from the City shall be either: (a) Used to complete one of the ARPA eligible activities as required by and defined in 31 CFR Part 35 for such period of time as determined by the City, in its sole and absolute discretion, based on the eligible activity. (b) Disposed of in a manner that results in the City being reimbursed for the amount of the current fair market value of the Property as may be determined by an appraisal by an appraisal company approved by the City in its sole and absolute discretion, less any proportionate portion of the value attributable to expenditures of non-ARPA funds for the acquisition, or improvement, of the Property, but never less than the amount provided by the City pursuant to these Loan Documents. Page 9 of 37 (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 ARPA Funds disbursed at the time of default plus accrued interest from the time of the default. 4.2.2 All real property purchased in whole or in part with funds for this Agreement with the City, or transferred to the Project Sponsor 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 Project Sponsor; 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 ARPA 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 ARPA 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. (b) 2) Intangible. All personal property having no physical existence such as patents, inventions and copyrights. Non -expendable Personal Property. Tangible personal property of a non- consumable nature, with a value of $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. 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 contract 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 Page 10 of 37 (b) condition; and information on the transfer, replacement, or disposition of the property. 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 within thirty (30) days of being 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 provided that the City reimburses the Project Sponsor for the difference between the value of the property and the amount of ARPA funds provided by 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 general contractors or its subcontractors pursuant to the terms of this Agreement, and shall dispose of all such property in accordance with reasonable instructions from the City. Those instructions may require the return of all such property to the City. 4.5 GENERAL CONTRACTROS, SUBCONTRACTS AND ASSIGNMENTS. 4.5.1 The Project Sponsor shall ensure that all Project general contractors and subcontracts and assignments: (a) Identify the full, correct, and legal name of all parties; (b) Describe the activities to be performed; (c) Present a complete andaccurate 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 general contractors and subcontracts and assignments in which parties are engaged to carry out any eligible substantive programmatic service, as may be defined by the City, set forth in this Agreement. The City shall in its sole and absolute discretion determine when services are eligible substantive programmatic services and subject to the audit and record -keeping requirements described in this Agreement; and Page 11 of 37 (e) Incorporate the language of the Certificate Regarding Lobbying executed in connection herewith. 4.5.2 The Project Sponsor shall incorporate in all consultant contracts and other contracts with general contractors and subcontractors substantially 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 contract." 4.5.3 The Project Sponsor shall be responsible for monitoring the contractual performance of all subcontractors and general contractors. 4.5.4 The Project Sponsor shall submit to the City for its review and confirmation any contract with general contractors or subcontractors 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 ARPA funds for the Project Sponsor's subcontractor(s) and general contractor(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 contract with subcontractors or general contractors 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 general contractors and subcontractors shall comply with the Davis -Bacon Act, if applicable, the Copeland Anti -Kick Back Act, the Contract Work Hours and Safety -Standards Act, the Lead -Based Paint Poisoning Prevention Act, the Residential Lead Based Paint Hazard Reduction Act of 1992 (and implementing regulations at 31 CFR 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 12 of 37 4.5.9 To the extent the City's approval or confirmation is required pursuant to section 4.5, such consent or approval shall be deemed approved if the City does not respond within thirty (30) days. 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 after Close-out of the Proj ect. 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, if applicable. 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 Affordability Report. On February 1 (or on such other date that the City shall authorize in writing) of each year during the Affordability Period, the Project Sponsor shall provide a report describing the previous year's compliance with the affordability requirements set forth herein. The Affordability Report shall be accompanied by such substantiating documentation as the City shall request. 4.6.1.7 Previously Funded City Projects. If applicable, 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 13 of 37 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. 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 twelve (12) months ending December 31 and shall include: a. Comparative Balance Sheet with prior year and current year balances; b. Statement of revenue and expenses; c. Statement of changes in fund balances or equity; d. Statement of cash flows; and e. Notes The financial statements shall be accompanied by a certification of the 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 or the certification each year as required. At the request of the City, the Project Sponsor shall also furnish to the City, within thirty (30) days of a request by 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 establish and maintain sufficient records to enable the City to determine whether the Project Sponsor has met requirements of ARPA and this Agreement. Page 14 of 37 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 reasonable 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 contracts with subcontractors or general contractors, 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 ARPA 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 all applicable provisions of federal, state, county and City laws, regulations, rules and administrative requirements, such as OMB Circular No. A-122, OMB Circular No. A-110, OMB Circular No. A-21, and OMB Circular No. A-133, which are incorporated herein by reference, as they may be revised from time to time. 4.6.2.2 The Project Sponsor shall comply with all applicable federal laws and regulations such as: 31 CFR Part 35, as may be amended form time to time; 24 CFR Part 85, Section 504 of the Rehabilitation Act of 1973, as amended, which prohibits discrimination on the basis of handicap; Title VI of the Civil Rights Act of 1964, as amended, which prohibits discrimination on the basis of race, color, or national origin; the Age Discrimination Act of 1975, as amended, which prohibits discrimination on the basis of age; Title VIII of the Civil Rights Act of 1968, as amended, and Executive Order 11063 which prohibits discrimination in housing on the basis of race, color, religion, sex, or national origin; Executive Order 11246 which Page 15 of 37 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 DE -OBLIGATION. The City may, in its sole discretion, de -obligate the ARPA Funds from the Project and Project Sponsor, if by no later than twelve (12) months from the Effective Date, the Borrower has failed to obtain all funding commitments represented to HCLC or Project Sponsor has not complied with the other timelines/benchmarks set forth in section 6.1. 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 not for profit corporation, 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 ARPA Funds, and to own, operate and develop the Project. Project Sponsor shall maintain its existence as a not for profit corporation and authority to conduct its business under the laws of the State of Florida and the City. The Project shall comply with all applicable ARPA Requirements, as may be amended from time to time. 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 execution and performance have been duly authorized by all necessary corporate or other approvals and actions. 5.2 Correctness of Documents. The cost estimates, settlement disclosure, schedules, and all other documents furnished to the City in accordance with ARPA, this Agreement, and/or the other ARPA 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. - Page 16 of 37 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 ARPA 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 ARPA 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 ARPA Documents, the consummation of the other transactions contemplated hereby, and the ownership and development of the Project as contemplated hereby and by the other ARPA 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 ARPA 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 must have good and marketable title to the Property, subject only to: (a) the exceptions and other matters set forth in that certain Title Insurance Commitment (Order Number Order Number 1062-6003811) issued by First American Title Insurance Company, effective as of _June 15, at 8:00 am, 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. Within thirty (30) days of the Effective Date, Borrower must deliver a post -closing certificate, in a form acceptable to the City in its reasonable discretion, guaranteeing and confirming Borrower's fee simple ownership, with good and marketable title, of the Property. Failure to timely deliver said certification is an Event of Default. 5.7 Compliance. The completion and use of the Project in accordance with the Scope of Work will comply fully with all Legal Requirements, and with all limitations on the use of the Project, or any other condition, grant, easement, covenant, or restriction, whether recorded or not. All necessary approvals, permits and licenses for the construction, operation, and use of the Project have been unconditionally obtained and are in full force and effect, or if the present state of development of the Project does not allow such issuance, then such approvals, permits and licenses will be issued when the Project is completed and/or in accordance with the requirements hereof. 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 Page 17 of 37 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 in writing 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 ARPA 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 Waste. The Project Sponsor shall not commit or suffer waste or negligence on the Project. 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 ARPA Program, the negotiation of this Agreement and the other ARPA 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 ARPA 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"). 5.18 Reaffirmation. Each of the representations and warranties set forth in this Article shall be true at all times and the Project Sponsor's acceptance of each draw of the ARPA Funds hereunder by the Project Sponsor shall be deemed to be a reaffirmation of each of the representations and warranties given in this Agreement. Page 18 of 37 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 ARPA Loan Documents executed in connection herewith, (b) execute a development agreement with the private development partner, engage an architectural firm to design the proposed development, and provide letters of intent from all funding sources needed to complete the Project within three (3) months from the Effective Date of this Agreement, (c) secure funding commitments from all sources necessary to complete the construction of the Project within twelve (12) months from the Effective Date, (d) close on all funding required to complete the Project, commence construction of the Project, complete all required land use processes, and commence with the Project's permitting, within eighteen (18) months from the Effective Date, (e) complete construction, as evidenced by the issuance of a certificate of occupancy, or its functional equivalent, and have all fifty (50) ARPA Assisted Units rented to and occupied by eligible Low -Income Households within forty-two (42) months from the Effective Date, in accordance with the requirements of this Agreement, the Rent Regulatory Agreement, and the other ARPA Loan Documents; and (f) throughout the Affordability Period, comply with all applicable ARPA Requirements and all applicable requirements hereof and in the other ARPA Loan Documents with regard to the ARPA Assisted Units. The tenant's portion of rents charged for ARPA 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 upon reasonable notice and during normal business hours full access Page 19 of 37 to and the right to examine any of the Contract Records during the required Retention Period. (c) The Project Sponsor shall notify the City in writing, both during the pendency of this Agreement and after its expiration or termination, as part of the final closeout procedure, of the address where all Contract Records will be retained. (d) All books of account and supporting documentation shall be kept by the Project Sponsor at least until the expiration of the Retention Period. The Project Sponsor shall maintain records sufficient to meet the requirements of ARPA. All records and reports required herein shall be retained and made accessible as provided hereunder. 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 reasonable 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 ("DEPARTMENT") 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. Page 20 of 37 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 Property, 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 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, if applicable. (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 Subrecipient shall permit the Depai liiient and other persons duly authorized by the Department to inspect, upon reasonable notice and during normal business hours, all Contract Records, facilities, goods, and activities of the Subrecipient which are in any way connected to the activities undertaken pursuant to the terms of this Agreement, and/or interview any clients, employees, subcontractors or assignees of the Subrecipient. Following such inspection or interviews, the Department will deliver to the Subrecipient a report of its findings. The Subrecipient will rectify all deficiencies cited by the Department within the specified period of time set forth in the report or provide the Department with a reasonable justification for not correcting the same. The Department will determine, in its sole and absolute discretion, whether or not the Subrecipient justification is acceptable. At the request of the City, the Subrecipient shall transmit, within thirty (30) days, to the City written statements of the Subrecipient's official policies on specified issues relating to the Subrecipient's activities. The City will carry out monitoring and evaluation activities, including visits and observations by City staff. The Subrecipient shall ensure the cooperation of its employees and its Board members in such efforts. Any inconsistent, incomplete, or inadequate information, either received by the City or Page 21 of 37 obtained through monitoring and evaluation by the City, shall constitute an Event of Default under this Agreement. 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 federal ARPA Program conflict of interest rules, 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. C. The Project Sponsor shall disclose any possible conflicts of interest or apparent improprieties of any party hereto 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 within ten (10) days of 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 ARPA Program or this Agreement, or who is in a position to participate in the decision -making process or gain inside information regarding ARPA-assisted activities, has or will have any personal financial interest, direct or indirect, in this Agreement, the proceeds hereunder, the Project, the Property, 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 directors. 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. Page 22 of 37 6.9 Publicity and Advertisements. The Project Sponsor shall ensure that all publicity and advertisements prepared and released for the Project 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 contracts with subcontractors or general contractors 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 ARPA Funds on hand, any funds or accounts receivable attributable to the ARPA 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 ARPA Assisted Unit fails to comply with the Affordability requirements hereof and pursuant to 31 CFR Part 35, 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 ARPA Note. The Parties acknowledge and agree that the ARPA Funds must be spent and all ARPA-Assisted Units must be occupied with eligible Low Income Households by December 31, 2026. If the ARPA Funds are not spent and all ARPA-Assisted Units are not occupied with eligible Low -Income Households by December 31, 2026, then the Project Sponsor shall repay to the City all funds received by the Project Sponsor pursuant to this Agreement. Such payment shall be due and payable within thirty (30) days of written notice to Project Sponsor. 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 OMITTED Page 23 of 37 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 reasonably 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. 6.17 OMITTED 6.18 Affirmative Action. The Project Sponsor shall not discriminate on the basis of race, color, national origin, sex, religion, 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 ARPA Assisted Unit. Age discrimination and discrimination against minor dependents are also not permitted. The Project Sponsor shall meet the fair housing requirements of 24 C.F.R. § 570.904. 6.19 Previously Funded City Projects. IF applicable, 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 of such 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 its first draw request to the City, the Project Sponsor shall contact the City's Risk Management Depat tiiient 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. Page 24 of 37 6.21 OMITTED 6.22 Insurance Proceeds. Notwithstanding anything to the contrary contained herein or in the other ARPA 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 as close as reasonably possible to what previously existed, will be sufficient to meet all operating costs and other expenses, payments for reserves and loan repayment obligations relating to the Project, and (iv) the Project Sponsor has received the City's written concurrence with such determination. 6.23 Condemnation Proceeds. Notwithstanding anything to the contrary contained herein or in the other ARPA 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 ARPA 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. ARTICLE VII DEFAULT 7.1 The happening of any one or more of the following events shall constitute an Event of Default: (a) Failure of any of the ARPA Assisted Units to remain Affordable at any time during the Affordability Period. Page 25 of 37 (b) If any term, condition or representation contained in this Agreement or any of the other ARPA Loan Documents is 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 is not the result of force majeure. (d) Except for Permitted Senior Financing, 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, Project Sponsor, the Project, or 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 not to be unreasonably withheld or delayed. (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) (g) Failure by the Project Sponsor to comply with any material term, covenant, provision, obligation, or provision of this Agreement or any of the ARPA Loan Documents, or the occurrence of an event of default under any of the other ARPA Loan Documents, subject to any applicable notice, grace, or cure periods. 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, other than change in zoning requirements or zoning classification of the Property initiated by the Project Sponsor that are disclosed in writing to the City by Project Sponsor before the Effective Date. (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 of the Project Sponsor to the City, direct or contingent, whether now or hereafter due, existing, created or arising. Page 26 of 37 (i) 0) 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 unless waived by the senior lender, constitutes an Event of Default under this Loan Agreement and the other Loan Documents. In such an event, City may pursue any and all of its remedies. (k) Project Sponsor fails to comply with each of the following: (i) execute a development agreement with the private development partner, engage an Architectural firm to design the proposed development, and provide letters of intent from all funding sources needed to complete the Project within three (3) months from the Effective Date of this Agreement, (ii) Secure funding commitments from all necessary sources within twelve (12) months from the Effective Date, (iii) close of all funding required to complete the Project, commence construction, complete all required zoning and land use processes, and commence with the Project's permitting, within eighteen (18) months from the Effective Date, and (iv) complete construction, as evidenced by the issuance of a certificate of occupancy, or its functional equivalent, and have all ARPA Assisted Units rented within forty-two (42) months from the Effective Date. (1) Failure of Project Sponsor to provide to City the following documents no later than thirty (30) business days after City requests said documents in writing: (i) List of Contractors and General Contractors Subcontractors. A list of all of the Project Sponsor's subcontractors and general 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 supply of materials in connection with the Project to be funded pursuant to this Agreement, (ii) Corporate Documents. (a) The operating agreement, or its equivalent, and a good standing certificate for the Project Sponsor, certified by the appropriate governmental authority. (b) Resolutions, and incumbency certificates, or, in the case of a partnership, their equivalent, for the Project Sponsor certified by the Corporate Secretary or other authorized signer, authorizing the consummation of the transactions contemplated hereby, all satisfactory to the City. (c) Evidence satisfactory to the City that Project Sponsor and any partner of such entity, is qualified to receive funds under the ARPA Program in accordance with the accordance with the ARPA Requirements. (iii) 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. Page 27 of 37 (m) (iv) 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. (v) Audit Report. The Project Sponsor shall submit to the City audit reports as are required herein. (vi) Personnel Policies and Administrative Procedure Manuals. The Project Sponsor shall submit detailed documents describing the Project Sponsor's internal corporate organizational structure, property management and procurement policies and procedures, personnel management, accounting policies and procedures, etc. Such information shall be submitted to the City within thirty (30) days of the execution of this Agreement and prior to the disbursement of any funds hereunder. (vii) Certificate Regarding Lobbying. Such Certificate Regarding Lobbying as may be requested by the City. (viii) Certificate Regarding Debarment, Suspension, and Other Responsibility Matters. Such Certificate Regarding Debarment, Suspension and Other Responsibility Matters as may be requested by the City. (ix) Public Entity Crime Affidavit. Such Public Entity Crime Affidavit as may be required by the City. Notwithstanding anything to the contrary, in the event that Project Sponsor fails to timely deliver, to City, the required audited financial statement(s), then City, in its sole and absolute discretion, may deem such a failure to be a material non -curable breach of this Agreement. In such an event, City will notify Project Sponsor by a written communication. (n) In the event that Project Sponsor fails to timely deliver, to City, the Affordability Report, as described herein. 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) (d) and (m) above for which the aforementioned cure period shall not apply). Said notice shall be delivered by certified mail, return receipt requested, or by in person delivery with proof of delivery. 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 Page 28 of 37 Project. The City agrees to accept a cure of any default committed by the Project Sponsor, which cure is tendered or effected by the Investor, as if such cure 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) (d) and (m) 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 ARPA Funds. Demand that the Project Sponsor reimburse the City for the ARPA Funds disbursed to the Project Sponsor pursuant to this Agreement. The Project Sponsor shall reimburse City in the amount of the ARPA Funds disbursed to the Project Sponsor pursuant to this Agreement. (c) Acceleration of Debt. It is expressly agreed that the full amount of both principal and interest due pursuant to the Note shall become due and payable at the option of the City on the happening of any Event of Default under the terms of this Loan Agreement. (d) 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 ARPA 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, general contractor, or supplier, shall have any interest in the ARPA 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 a default under 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. Page 29 of 37 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 default, 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 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 Project Sponsor shall further require its contractors and subcontractors to indemnify, hold harmless and defend the City, its officers, agents, directors, and/or employees against any and all liabilities, claims, damages, suits, judgments and costs, including attorney's fees arising out of, or resulting from the contractor's negligence or omissions in connection with this project. The indemnification provided above shall obligate the 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. Page 30 of 37 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 general and 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 proof of delivery. The City shall determine, in its sole and absolute discretion, whether or not funds are available. 10.2 Termination for Breach. The City may terminate this Agreement, in whole or in part, in the event, the City determines, in its sole and absolute discretion, that either the Project Sponsor is not making sufficient progress with regard to the Project's construction (thereby endangering its ultimate performance under this Agreement) or is not materially complying with any term or provision of this Agreement following the giving of notice and the expiration of all applicable cure periods. The City may terminate this Agreement, in whole or in part, in the event that the City 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 cure period. Notwithstanding anything to the contrary stated herein, the City shall review and analyze breaches of the timelines/benchmarks stated in Section 6.1, and may, in City's sole and absolute discretion, revisit and analyze the Project's progress to determine whether said timelines/benchmarks may be extended. Page 31 of 37 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 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 ARPA Funds by the Project Sponsor; (b) Failure of the Project Sponsor to materially comply with any 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 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. 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 ARPA Program, the City may utilize any enforcement measures it deems necessary as set forth in the Agreement. 12.2 Renegotiation or Modification. Modification of provisions of this Agreement shall be valid only when in writing and signed by the Parties. 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 Page 32 of 37 budget allocations, make changes to this Agreement necessary. The City shall be the final authority in determining whether or not funds for this Agreement are available due to federal, state and/or local governmental revisions of any applicable laws or regulations, or increases or decreases in budget allocations. Moreover, the City shall determine in its reasonable discretion whether to subordinate the Mortgage. Notwithstanding anything herein to the contrary contained herein, the parties acknowledge and agree that the ARPA Funds will be used to purchase the Property, but also additional parcels of land between the Effective Date and December 31, 2023 ("Land Acquisitions"). The parties acknowledge that the appropriate Loan Documents will be amended to encumber the parcels that Project Sponsor identifies and the ARPA Funds for those Land Acquisitions will be disbursed in compliance with the Disbursement Agreement, attached and incorporated as Exhibit "D." 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 ARPA 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 ARPA Loan to be granted hereunder is changed, or unless otherwise required by the City. A revision to the ARPA 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. 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 OMITTED. 12.8 Notices and Contact. All notices under this Agreement shall be in writing and addressed as follows: Page 33 of 37 To City: City of Miami Department of Housing and Community Development One Flagler Building 14 Northeast 1st Avenue, Second Floor Miami, Florida 33132 Attn: George Mensah, Director With Copy To: Victoria Mendez City Attorney City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 To Project Sponsor: Casa Valentina, Inc. 2103 Coral Way Miami, FL 33145 Attn: Janice Graham, Executive Director With Copy to: Sara Barli Herald Bilzin Sumberg Baena Price & Axelrod LLP 1450 Brickell Avenue, 23rd Floor Miami, Florida 33131 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. 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 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" Legal Description Page 34 of 37 Exhibit "B" Exhibit "C" Exhibit "D" Exhibit "E" Exhibit "F" Exhibit "G" Exhibit "H" Exhibit "I" Exhibit "J" Schedule A Scope of Work /Project Schedule Budget 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 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 GENERAL CONTRACTORS AND 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 GENERAL CONTRACTORS AND 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, 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 January 26, 2022 ("Award Memoranda") are hereby incorporated by reference. To the extent of any conflict between the Award Memoranda and the ARPA Loan Documents and when interpreting the intent of the ARPA 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 Change of Circumstance. Notwithstanding anything to the contrary contained herein, in the event that the federal rules, regulations, protocols, laws, and/or guidance regarding ARPA ("Protocols") change from the current Protocols, the City reserves the right to do any of Page 35 of 37 the following actions in its sole and absolute discretion: (a) require an amendment to the applicable Loan Documents to conform to the amended Protocols, (b) waive where possible applicable changes derived from the Protocols, or (c) institute necessary legal and/or administrative action to transform this Loan to a grant in a form acceptable to the City of Miami. In the avoidance of doubt, in the event that the City decides to pursue Section 12.14(c), the Covenant and Rent Regulatory Agreement shall continue to encumber the Property for entire Affordability Period. 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 ARPA 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, 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, including each and every such Party's past and present parent, subsidiary, affiliate or predecessor entities, any and all entities by which or under a name by which any Party has been known or has done business, and any and all of his, hers, its and/or their respective past and present officers, commissioners, directors, principals, trustees, administrators, agents, attorneys, accountants, insurers, reinsurers, servants, employees, shareholders, members, managers, partners, heirs, and representatives. 12.19 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 Page 36 of 37 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 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 Project Sponsor specifically acknowledges and agrees to comply with City of Miami Ordinance No. 13491, § 2-415. [Signature Pages to Follow] Page 37 of 37 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their undersigned officials as duly authorized. WI ES Print ame: Print Name: STATE OF FLORIDA PROJECT SPONSOR: CASA VALENTINA, INC., A FLORIDA NOT FOR PROFIT CORPORATION By: _ 9jtM--- PrinfName: Sharon Lane Title: Board Chairperson ACKNOWLEDGMENT COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me by means of 19'physical presence or O online notarization, this ai-k day of etocry , 2022 by Sharon Langer as Board Chairperson of Casa Valentina, Inc., a Florida not for profit corporation. She is personally known to me or has produced p,A.,i,—; identification. (NOTARY PUBLIC SEAL) Robert Carbajal Comm.#HH056602 • Oct. 25, 2024 B. Thru Aaron Notary lC Signature of Person T king Acknowledgment (Printed, Typed, or Stamped Name of Notary Public) IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their undersigned officials as duly authorized. ATTEST: allfts + d Hanno , dw'r^ Date: ' J I ' O� APP : • VED A : ' • '► URANCE By: Ann-M. 'e S . rpe Direct c. of Risk Management APPROVED AS TO DEPARTME AL REQUIREMENTS: CITY: CITY OF MIAMI, a municipal corporation of the State of Florida By: 11A ent of Housing and ent oriega V, City Manager APPROVED AS TO FORM AND CORRECTNESS: By:kaz-- Victoria dez City Attorney t EXHIBIT "A" LEGAL DESCRIPTION OF THE PROPERTY Lot 5, of Charles M. Mundy, a subdivision, according to the Plat thereof, as recorded in Plat Book 15, Page 29, of the Public Records of Miami -Dade County, Florida. EXHIBIT B — WORK PROGRAM Describe Scope of work: Casa Valentina, Inc. is purcha`,property located at 3173 Mundy Street, Miami, Florida. SIGNED__.. Janice Graham/Executive STATE OF FLORIDA COUNTY OF MIAMVII-DADS tor Th Date: August 3D , 2022 The foregoing instrument was acknowledged before me by means of /physical presence or on line notarization, this -3D day of August 2022 by Janice Graham, as Executive Director of Casa Valentina, Inc., a Florida corporation on behalf of the corporation. She is personally known to me or has produced -r- t . •..-c-( LAC • as identification. [Notary Seal]: ignature of Not ,tax+�<e •, SANORA GARGA f? � Notary Publfc • State of Ho ida ,1c ;t' ..y Comm. Expires Jan 47. 2024 _Bonded through National Notary Assn. MIAMI 9789258.1 840 74/302114 EXHIBIT C COMPENSATION AND BUDGET SUMMARY A. The CITY shall pay the Sub -Recipient as maximum compensation for the services required pursuant to this Agreement the sum of $426,289.30. B. Sub -recipient's Itemized Project Budget, Cost Allocation and Budget Narrative are attached hereto and made part of this Agreement. C. Activities are subject to the provisions of 24 CFR Part 58, Environmental Review Procedures for Entities Assuming HUD Environmental Responsibilities. D. During the term hereof and for a period of five (5) years :following the date of the last payment made hereunder, Community and Economic Development (CED) shall have the right to review and audit the time records and related records of the Sub -Recipient pertaining to any payments by the Community and Economic Development. E. Requests for payment should be made at least on a monthly basis in a form provided by CED. Reimbursement requests should be submitted to CED within thirty (30) calendar • days after the indebtedness has been incurred:. F. The Sub -Recipient must submit the final request for payment to CED within 30 calendar days following the expiration date or termination date of this Agreement in a form provided by the Department. If the Sub -Recipient fails to comply with this requirement, the Sub -Recipient shall forfeit all rights to payment and Community and Economic Development shall not honor any request submitted thereafter. G. Any payment due under this Agreement may be withheld pending the receipt and approval by Community and Economic Development of all reports due from the Sub - Recipient as a part of this Agreement and any modifications thereto. Authorized Re resentative Snature: Print Name n"c-e M . 'Y�ti l ✓�^ Title: — c. u-hve. J7� f c-to'✓" Date: t 12,62-2- MIAMI 9789254.1 84074/302114 STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me by means of 1/'physical presence or on line notarization, this ` day of August 2022 by Janice Graham, as Executive Director of Casa Valentina, Inc., a Florida corporation on behalf of the corporation. She is personally known to me or has produced V Lte . as identification. �%n�Y'u'•. SANCRA GARGA / ` `: Ne;ay Public • State o: Florida "?'i� I , Commission 4 GG 9d5040 ` ofr.. my Carom . Expires ,:ao'F• E0E4 ecodee :'rctgP Nat crrai hctarj Assn. —_A, .... ,—_._.. [Notary Seal]: MIAMI 9789254.1 84074/302114 EXHIBIT "D" DISBURSEMENT AGREEMENT DocuSign Envelope ID: 78EEF465-2064-4D95-ADFA-04BF46710726 rime 10 do dppucdnuirespunaerns: r nos Iurrn was uevewpeu with Nuance, the official HUD software for the creation of HUD forms. HUD has made available instructions for downloading a free installation of a Nuance reader that allows the user to fill-in and save this form in Nuance. Please see http://oortal.hud.ciov/hudoortal/documents/huddoc?id=nuancereaderinstall.odf for the instructions. Using Nuance software is the only means of completing this form. Affirmative Fair Housing Marketing Plan (AFHMP) - Multifamily Housing U.S. Department of Housing and Urban Development Office of Fair Housing and Equal Opportunity OMB Approval No. 2529-0013 (exp.1/31/2021) la. Project Name & Address (including City, County, State & Zip Code) Casa Valentina, Inc. 3173 Mundy Street Miami, FL 33133 1 b. Project Contract Number Id. Census Tract lc. No. of Units 50 le. Housing/Expanded Housing Market Area Housing Market Area: Expanded Housing Market Area: If. Managing Agent Name, Address (including City, County, State & Zip Code), Telephone Number & Email Address Casa Valentina, Inc. 3153 Mundy Street, Miaim, Florida 33133; jgraham@casavalentina.org;305-444-0740 1g. Application/Owner/Developer Name, Address (including City, County, State & Zip Code), Telephone Number & Email Address Casa Valentina, Inc. 3153 Mundy Street, Miami, FL 33133; jgraham@casavalentina.org; 305-444-0740 1 h. Entity Responsible for Marketing (check all that apply) Owner ❑ Agent ❑ Other (specify) Position, Name (if known), Address ( including City, County, State & Zip Code), Telephone Number & Email Address 1i. To whom should approval and other correspondence concerning this AFHMP be sent? Indicate Name, Address (including City, State & Zip Code), Telephone Number & E-Mail Address. Janice Graham, Executive Director; Casa Valentina, Inc. 3153 Mundy Street, Miami, FL 331311; jgraham@casavalentina.org; 305-444-0740 2a. Affirmative Fair Housing Marketing Plan Plan Type Initial Plan Reason(s) for current update: Date of the First Approved AFHMP: 2b. HUD -Approved Occupancy of the Project (check all that apply) ❑ Elderly El Family Mixed (Elderly/Disabled) Disabled 2c. Date of Initial Occupancy 04/01/2026 2d. Advertising Start Date Advertising must begin at least 90 days prior to initial or renewed occupancy for new construction and substantial rehabilitation projects. Date advertising began or will begin 01 /01 /2026 For existing projects, select below the reason advertising will be used: To fill existing unit vacancies X❑ To place applicants on a waiting list ❑ (which currently has To reopen a closed waiting list ❑ (which currently has C individuals) individuals) Previous editions are obsolete Page 1 of 8 Form HUD-935.2A (12/2011) DocuSign Envelope ID: 78EEF465-2064-4D95-ADFA-04BF46710726 3a. Demographics of Project and Housing Market Area Complete and submit Worksheet 1. 3b. Targeted Marketing Activity Based on your completed Worksheet 1, indicate which demographic group(s) in the housing market area is/are least likely to apply for the housing without special outreach efforts. (check all that apply) XD White ❑ American Indian or Alaska Native ❑Asian ❑ Native Hawaiian or Other Pacific Islander X❑ Hispanic or Latino ❑ Families with Children ID Other ethnic group, religion, etc. (specify) X❑ Black or African American ❑ Persons with Disabilities Former Foster Youth 4a. Residency Preference Is the owner requesting a residency preference? If yes, complete questions 1 through 5. If no, proceed to Block 4b. (1) Type Please Select Type No (2) Is the residency preference area: The same as the AFHMP housing/expanded housing market area as identified in Block 1 e? 1 Please Select Yes or No 1 The same as the residency preference area of the local PHA in whose jurisdiction the project is located? (3) What is the geographic area for the residency preference? P ease Select Yes or No (4) What is the reason for having a residency preference? (5) How do you plan to periodically evaluate your residency preference to ensure that it is in accordance with the non-discrimination and equal opportunity requirements in 24 CFR 5.105(a)? Complete and submit Worksheet 2 when requesting a residency preference (see also 24 CFR 5.655(c)(1)) for residency preference requirements. The requirements in 24 CFR 5.655(c)(1) will be used by HUD as guidelines for evaluating residency preferences consistent with the applicable HUD program requirements. See also HUD Occupancy Handbook (4350.3) Chapter 4, Section 4.6 for additional guidance on preferences. 4b. Proposed Marketing Activities: Community Contacts Complete and submit Worksheet 3 to describe your use of community contacts to market the project to those least likely to apply. 4c. Proposed Marketing Activities: Methods of Advertising Complete and submit Worksheet 4 to describe your proposed methods of advertising that will be used to market to those least likely to apply. Attach copies of advertisements, radio and television scripts, Internet advertisements, websites, and brochures, etc. Previous editions are obsolete Page 2 of 8 Form HUD-935.2A (12/2011) DocuSign Envelope ID: 78EEF465-2064-4D95-ADFA-04BF46710726 5a. Fair Housing Poster The Fair Housing Poster must be prominently displayed in all offices in which sale or rental activity takes place (24 CFR 200.620(e)). Check below all locations where the Poster will be displayed. ▪ Rental Office Real Estate Office Model Unit QX Other (specify) Main Program Office 5b. Affirmative Fair Housing Marketing Plan The AFHMP must be available for public inspection at the sales or rental office (24 CFR 200.625). Check below all locations where the AFHMP will be made available. ▪ Rental Office ❑ Real Estate Office ❑ Model Unit XD Other (specify) Main Program Office 5c. Project Site Sign Project Site Signs, if any, must display in a conspicuous position the HUD approved Equal Housing Opportunity logo, slogan, or statement (24 CFR 200.620(f)). Check below all locations where the Project Site Sign will be displayed. Please submit photos of Project signs. ❑ Rental Office ❑ Real Estate Office Model Unit IDEntrance to Project Other (specify) The size of the Project Site Sign will be x The Equal Housing Opportunity logo or slogan or statement will be x TBD 6. Evaluation of Marketing Activities Explain the evaluation process you will use to determine whether your marketing activities have been successful in attracting individuals least likely to apply, how often you will make this determination, and how you will make decisions about future marketing based on the evaluation process. There is no external marketing required. There are direct links with agencies providing foster care that are charged with developing plans for these young people to transition to independent housing. Those agencies provide referrals and currently there is insufficient inventory to meet the demand for the housing. Once the project is completed the agencies will be notified of the increased capacity and there will be little to no need for marketing because of the insufficient supply of housing for this special population. Previous editions are obsolete Page 3 of 8 Form HUD-935.2A (12/2011) DocuSign Envelope ID: 78EEF465-2064-4D95-ADFA-04BF46710726 fa. mancetmg staff What staff positions are/will be responsible for affirmative marketing? Executive Director and Program Manager. 7b. Staff Training and Assessment: AFHMP (1) Has staff been trained on the AFHMP? (2) Has staff been instructed in writing and orally on non-discrimination and fair housing policies as required by 24 CFR 200.620(c)? (3) f yes, who provides instruction on the AFHMP and Fair Housing Act, and how frequently? No No (4) Do you periodically assess staff skills on the use of the AFHMP and the application of the Fair Housing Act? (5) f yes, how and how often? No 7c. Tenant Selection Training/Staff (1) Has staff been trained on tenant selection in accordance with the project's occupancy policy, including any residency preferences? No (2) What staff positions are/will be responsible for tenant selection? Program Managers 7d. Staff Instruction/Training: Describe AFHM/Fair Housing Act staff training, already provided or to be provided, to whom it was/will be provided, content of training, and the dates of past and anticipated training. Please include copies of any AFHM/Fair Housing staff training materials. Nothing at this time. Project is still nascent and until zoning is complete and plans and specs are developed there is nothing to do relative to marketing or training of staff. The completion of the housing is 2-3 years from now. Previous editions are obsolete Page 4 of 8 Form HUD-935.2A (12/2011) DocuSign Envelope ID: 78EEF465-2064-4D95-ADFA-04BF46710726 8. Additional Considerations Is there anything else you would like to tell us about your AFHMP to help ensure that your program is marketed to those least likely to apply for housing in your project? Please attach additional sheets, as needed. 9. Review and Update By signing this form, the applicant/respondent agrees to implement its AFHMP, and to review and update its AFHMP in accordance with the instructions to item 9 of this form in order to ensure continued compliance with HUD's Affirmative Fair Housing Marketing Regulations (see 24 CFR Part 200, Subpart M). I hereby certify that all the information stated herein, as well as any information provided in the accompaniment herewith, is true and accurate. Warning: HUD will prosecute false claims and statements. Conviction may result in criminal and/or civil penalties. (See 18 U.S.C. 1001, 1010, 1012; 31 U.S.C. 3729, 3802). Signature of person submitting this Plan & Date of Submission (mm/dd/yyyy) � araluvAl Name (type or print) Janice Graham, 08/26/2022 Title & Name of Company Executive Director, Casa Valentina, Inc. For HUD -Office of Housing Use Only Reviewing Official: For HUD -Office of Fair Housing and Equal Opportunity Use Only ElApproval El Disapproval Signature & Date (mm/dd/yyyy) Signature & Date (mm/dd/yyyy) Name (type or print) Title J Name (type or print) Title Previous editions are obsolete Page 5 of 8 Form HUD-935.2A (12/2011) DocuSign Envelope ID: 78EEF465-2064-4D95-ADFA-04BF46710726 Public reporting burden for this collection of information is estimated to average six (6) hours per initial response, and four (4) hours for updated plans, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. This agency may not collect this information, and you are not required to complete this form, unless it displays a currently valid Office of Management and Budget (OMB) control number. Purpose of Form: All applicants for participation in FHA subsidized and unsubsidized multifamily housing programs with five or more units (see 24 CFR 200.615) must complete this Affirmative Fair Housing Marketing Plan (AFHMP) form as specified in 24 CFR 200.625, and in accordance with the requirements in 24 CFR 200.620. The purpose of this AFHMP is to help applicants offer equal housing opportunities regardless of race, color, national origin, religion, sex, familial status, or disability. The AFHMP helps owners/agents (respondents) effectively market the availability of housing opportunities to individuals of both minority and non -minority groups that are least likely to apply for occupancy. Affirmative fair housing marketing and planning should be part of all new construction, substantial rehabilitation, and existing project marketing and advertising activities. An AFHM program, as specified in this Plan, shall be in effect for each multifamily project throughout the life of the mortgage (24 CFR 200.620(a)). The AFHMP, once approved by HUD, must be made available for public inspection at the sales or rental offices of the respondent (24 CFR 200.625) and may not be revised without HUD approval. This form contains no questions of a confidential nature. Applicability: The form and worksheets must be completed and submitted by all FHA subsidized and unsubsidized multifamily housing program applicants. INSTRUCTIONS: Send completed form and worksheets to your local HUD Office, Attention: Director, Office of Housing Part 1: Applicant/Respondent and Project Identification. Blocks 1 a, 1 b, lc, 1 g, lh, and li are self- explanatory. Block ld- Respondents may obtain the Census tract number from the U.S. Census Bureau (http://factfinder2.census.gov/main.html) when completing Worksheet One. Block 1e- Respondents should identify both the housing market area and the expanded housing market area for their multifamily housing projects. Use abbreviations if necessary. A housing market area is the area from which a multifamily housing project owner/agent may reasonably expect to draw a substantial number of its tenants. This could be a county or Metropolitan Division. The U.S. Census Bureau provides a range of levels to draw from. An expanded housing market area is a larger geographic area, such as a Metropolitan Division or a Metropolitan Statistical Area, which may provide additional demographic diversity in terms of race, color, national origin, religion, sex, familial status, or disability. Block 1f- The applicant should complete this block only if a Managing Agent (the agent cannot be the applicant) is implementing the AFHMP. Part 2: Type of AFHMP Block 2a- Respondents should indicate the status of the AFHMP, i.e., initial or updated, as well as the date of the first approved AFHMP. Respondents should also provide the reason (s) for the current update, whether the update is based on the five-year review or due to significant changes in project or local demographics (See instructions for Part 9). Block 2b- Respondents should identify all groups HUD has approved for occupancy in the subject project, in accordance with the contract, grant, etc. Block 2c- Respondents should specify the date the project was/will be first occupied. Block 2d- For new construction and substantial rehabilitation projects, advertising must begin at least 90 days prior to initial occupancy. In the case of existing projects, respondents should indicate whether the advertising will be used to fill existing vacancies, to place individuals on the project's waiting list, or to re -open a closed waiting list. Please indicate how many people are on the waiting list when advertising begins. Previous editions are obsolete Page 6 of 8 Form HUD 935.2A (12/2011) DocuSign Envelope ID: 78EEF465-2064-4D95-ADFA-04BF46710726 Part 3 Demographics and Marketing Area. "Least likely to apply" means that there is an identifiable presence of a specific demographic group in the housing market area, but members of that group are not likely to apply for the housing without targeted outreach, including marketing materials in other languages for limited English proficient individuals, and alternative formats for persons with disabilities. Reasons for not applying may include, but are not limited to, insufficient information about housing opportunities, language barriers, or transportation impediments. Block 3a - Using Worksheet 1, the respondent should indicate the demographic composition of the project's residents, current project applicant data, census tract, housing market area, and expanded housing market area. The applicable housing market area and expanded housing market area should be indicated in Block 1 e. Compare groups within rows/across columns on Worksheet 1 to identify any under -represented group(s) relative to the surrounding housing market area and expanded housing market area, i.e., those group(s) "least likely to apply" for the housing without targeted outreach and marketing. If there is a particular group or subgroup with members of a protected class that has an identifiable presence in the housing market area, but is not included in Worksheet 1, please specify under "Other." Respondents should use the most current demographic data from the U.S. Census or another official source such as a local government planning office. Please indicate the source of your data in Part 8 of this form. Block 3b - Using the information from the completed Worksheet 1, respondents should identify the demographic group(s) least likely to apply for the housing without special outreach efforts by checking all that apply. Part 4 - Marketing Program and Residency Preference (if any). Block 4a - A residency preference is a preference for admission of persons who reside or work in a specified geographic area (see 24 CFR 5.655(c)(1)(ii)). Respondents should indicate whether a residency preference is being utilized, and if so, respondents should specify if it is new, revised, or continuing. If a respondent wishes to utilize a residency preference, it must state the preference area (and provide a map delineating the precise area) and state the reason for having such a preference. The respondent must ensure that the preference is in accordance with the non- discrimination and equal opportunity requirements in 24 CFR 5.105(a) (see 24 CFR 5.655(c)(1)). Respondents should use Worksheet 2 to show how the percentage of the eligible population living or working in the residency preference area compares to that of residents of the project, project applicant data, census tract, housing market area, and expanded housing market area. The percentages would be the same as shown on completed Worksheet 1. Block 4b - Using Worksheet 3, respondents should describe their use of community contacts to help market the project to those least likely to apply. This table should include the name of a contact person, his/her address, telephone number, previous experience working with the target population(s), the approximate date contact was/will be initiated, and the specific role the community contact will play in assisting with affirmative fair housing marketing or outreach. Block 4c - Using Worksheet 4, respondents should describe their proposed method(s) of advertising to market to those least likely to apply. This table should identify each media option, the reason for choosing this media, and the language of the advertisement. Alternative format(s) that will be used to reach persons with disabilities, and logo(s) that will appear on the various materials (as well as their size) should be described. Please attach a copy of the advertising or marketing material. Part 5 — Availability of the Fair Housing Poster, AFHMP, and Project Site Sign. Block 5a - The Fair Housing Poster must be prominently displayed in all offices in which sale or rental activity takes place (24 CFR 200.620(e)). Respondents should indicate all locations where the Fair Housing Poster will be displayed. Block 5b -The AFHMP must be available for public inspection at the sales or rental office (24 CFR 200.625). Check all of the locations where the AFHMP will be available. Block 5c -The Project Site Sign must display in a conspicuous position the HUD -approved Equal Housing Opportunity logo, slogan, or statement (24 CFR 200.620(f)). Respondents should indicate where the Project Site Sign will be displayed, as well as the size of the Sign and the size of the logo, slogan, or statement. Please submit photographs of project site signs. Previous editions are obsolete Page 7 of 8 Form HUD-935.2A (12/2011) DocuSign Envelope ID: 78EEF465-2064-4D95-ADFA-04BF46710726 Part 9 - Review and Update. Part 6 - Evaluation of Marketing Activities. Respondents should explain the evaluation process to be used to determine if they have been successful in attracting those individuals identified as least likely to apply. Respondents should also explain how they will make decisions about future marketing activities based on the evaluations. Part 7- Marketing Staff and Training. Block 7a -Respondents should identify staff positions that are/will be responsible for affirmative marketing. Block 7b - Respondents should indicate whether staff has been trained on the AFHMP and Fair Housing Act. Please indicate who provides the training and how frequently. In addition, respondents should specify whether they periodically assess staff members' skills in using the AFHMP and in applying the Fair Housing Act. They should state how often they assess employee skills and how they conduct the assessment. Block 7c - Respondents should indicate whether staff has been trained on tenant selection in accordance with the project's occupancy policy, including residency preferences (if any). Respondents should also identify those staff positions that are/will be responsible for tenant selection. Block 7d - Respondents should include copies of any written materials related to staff training, and identify the dates of past and anticipated training. Part 8 - Additional Considerations. Respondents should describe their efforts not previously mentioned that were/are planned to attract those individuals least likely to apply for the subject housing. By signing the respondent assumes responsibility for implementing the AFHMP. Respondents must review their AFHMP every five years or when the local Community Development jurisdiction's Consolidated Plan is updated, or when there are significant changes in the demographics of the project or the local housing market area. When reviewing the plan, the respondent should consider the current demographics of the housing market area to determine if there have been demographic changes in the population in terms of race, color, national origin, religion, sex, familial status, or disability. The respondent will then determine if the population least to likely to apply for the housing is still the population identified in the AFHMP, whether the advertising and publicity cited in the current AFHMP are still appropriate, or whether advertising sources should be modified or expanded. Even if the demographics of the housing market area have not changed, the respondent should determine if the outreach currently being performed is reaching those it is intended to reach as measured by project occupancy and applicant data. If not, the AFHMP should be updated. The revised AFHMP must be submitted to HUD for approval. HUD may review whether the affirmative marketing is actually being performed in accordance with the AFHMP. If based on their review, respondents determine the AFHMP does not need to be revised, they should maintain a file documenting what was reviewed, what was found as a result of the review, and why no changes were required. HUD may review this documentation. Notification of Intent to Begin Marketing. No later than 90 days prior to the initiation of rental marketing activities, the respondent must submit notification of intent to begin marketing. The notification is required by the AFHMP Compliance Regulations (24 CFR 108.15). The Notification is submitted to the Office of Housing in the HUD Office servicing the locality in which the proposed housing will be located. Upon receipt of the Notification of Intent to Begin Marketing from the applicant, the monitoring office will review any previously approved plan and may schedule a pre -occupancy conference. Such conference will be held prior to initiation of sales/rental marketing activities. At this conference, the previously approved AFHMP will be reviewed with the applicant to determine if the plan, and/or its proposed implementation, requires modification prior to initiation of marketing in order to achieve the objectives of the AFHM regulation and the plan. OMB approval of the AFHMP includes approval of this notification procedure as part of the AFHMP. The burden hours for such notification are included in the total designated for this AFHMP form. Previous editions are obsolete Page 8 of 8 Form HUD-935.2A (12/2011) DocuSign Envelope ID: 78EEF465-2064-4D95-ADFA-04BF46710726 worKsneet 9: uetermmmg uemograpnic groups Least Likely to Apply for Housing Opportunities (See AFHMP, Block 3b) In the respective columns below, indicate the percentage of demographic groups among the project's residents, current project applicant data, census tract, housing market area, and expanded housing market area (See instructions to Block 1 e). If you are a new construction or substantial rehabilitation project and do not have residents or project applicant data, only report information for census tract, housing market area, and expanded market area. The purpose of this information is to identify any under -representation of certain demographic groups in terms of race, color, national origin, religion, sex, familial status, or disability. If there is significant under -representation of any demographic group among project residents or current applicants in relation to the housing/expanded housing market area, then targeted outreach and marketing should be directed towards these individuals least likely to apply. Please indicate under -represented groups in Block 3b of the AFHMP. Please attach maps showing both the housing market area and the expanded housing market area. Demographic Characteristics Project's Residents Project's Applicant Data Census Tract Housing Market Area Expanded Housing Market Area %White % Black or African American i % Hispanic or Latino % Asian %American Indian or Alaskan Native % Native Hawaiian or Pacific Islander %Persons with Disabilities % Families with Children under the age of 18 Other (specify) Do .uoI JI1 CI I VCIuIJC II-J. / OCCrYO:J-LVOY-YVWU t LJUt% tJYOrYV / I V / LV Worksheet 2: Establishing a Residency Complete this Worksheet if you wish to continue, revise, who reside or work in a specified geographic area (see must be in accordance with the non-discrimination and equal will help show how the percentage of the population in the residents, applicant data, census tract, housing market delineating the residency preference geographical Preference Area (See AFHMP, Block 4a) or add a residency preference, which is a preference for admission of persons 24 CFR 5.655(c)(1)(ii)). If a residency preference is utilized, the preference opportunity requirements contained in 24 CFR 5.105(a). This Worksheet residency preference area compares to the demographics of the project 's area, and expanded housing market area. Please attach a map clearly area. Demographic Characteristics Project's Residents (as determined in Worksheet 1) Project's Applicant Data (as determined in Worksheet 1) Census Tract (as determined in Worksheet 1) Housing Market Area (as determined in Worksheet 1) Expanded Housing Market Area (as determined in Worksheet 1) Residency Preference Area (if applicable) % White % Black or African American % Hispanic or Latino % Asian % American Indian or Alaskan Native % Native Hawaiian or Pacific Islander % Persons with Disabilities % Families with Children under the age of 18 Other (specify) DocuSign Envelope ID: 78EEF465-2064-4D95-ADFA-04BF46710726 Worksheet 3: Proposed Marketing Activities —Community Contacts (See AFHMP, Block 4b) For each targeted marketing population designated as least likely to apply in Block 3b, identify at least one community contact organization you will use to facilitate outreach to the particular population group. This could be a social service agency, religious body, advocacy group, community center, etc. State the names of contact persons, their addresses, their telephone numbers, their previous experience working with the target population, the approximate date contact was/will be initiated, and the specific role they will play in assisting with the affirmative fair housing marketing. Please attach additional pages if necessary. Targeted Population(s) Community Contact(s), including required information noted above. Former foster care and at -risk young adults Community agencies like Citrus Health, Florida Foster Care Review, Family Resource Center and other agencies that serve young adults aging out of foster care DocuSign En uelope ID: 78EEF465-2064-4D95-ADFA-04BF46710726 Worksheet 4: Proposed Complete the following table by the methods of advertising that means of advertising that you in addition to specifying the media bulletin board, etc.) state any language(s) used (e.g. Braille, large print, Attach additional pages, if necessary, material. Marketing Activities — Methods of Advertising (See AFHMP, Block 4c) identifying your targeted marketing population(s), as indicated in Block 3b, as well as will be used to market to that population. For each targeted population, state the will use as applicable to that group and the reason for choosing this media. In each block, that will be used (e.g., name of newspaper, television station, website, location of in which the material will be provided, identify any alternative format(s) to be etc.), and specify the logo(s) (as well as size) that will appear on the various materials. for further explanation. Please attach a copy of the advertising or marketing Targeted Population(s)-+ Methods of Advertising 1 Targeted Population: Targeted Population: Targeted Population: Newspaper(s) Radio Station(s) TV Station(s) Electronic Media Bulletin Boards Brochures, Notices, Flyers Other (specify) Foster children aging out Outreach to Agencies of foster care EXHIBIT "E" AFFIRMATIVE MARKETING PROCEDURES AND RESPONSIBILITIES Casa Valentina Marketing Man for the Affordable Housing Complex on Mundy Street, Coconut Grove. Casa Valentina Mission Statement: Casa Valentina's mission is to provide at -risk and former foster care youth with safe affordable housing, life skills, and continued support so that they achieve and maintain self-sufficiency. Casa Valentina receives client referrals from the foster care case management agencies, other organizations and individuals working with foster youth, and our residents themselves_ They are the best ambassadors for our program, and often suggest that their friends consider Casa Valentina when leaving the dependency system. Youth can stay at Casa Valentina for one to three years, based on their individual needs_ Once they leave our residential program, they can continue to receive support and services through our aftercare program. Since we opened our doors in October 2006, Casa Valentina has served over175 young men and women in our residential program. Then in 2010, Emmaus Place opened. Our young men's facility is a close collaboration with Camillus House and Our Kids, serving young men aging out of foster care or who are otherwise at -risk of hornelessness. Residents in our programs must be enrolled in school - high school, college, a GED program, a vocationalicertificate program, etc- and making progress toward their educational goals. This makes them eligible for the State of Florida's Road to Independence scholarship also known as P.ES.S (Postsecondary Education Services and Support), which provides forrnerfosteryouth with a monthly stipend of about 1,256, if they are in school and passing their classes. For more information, you can visit the Florida Department of Children and Farnilips. Other criteria for admission are: • Aging out or aged out of foster care • 1824years old • Drug free • Demonstrate the capacity to live independently • For our young wornen's program: Not pregnant, and no children EXHIBIT "F" FORM OF MORTGAGE EXHIBIT "G" FORM OF COVENANT EXHIBIT "H" RENT REGULATORY AGREEMENT EXHIBIT "I" SIGNAGE REQUIREMENTS Font size: 86 pt Building Better Neighborhoods Name of Project second line third and final Francis Suarez M.iyui Alex Diaz de la Portilla Distnt 1 Ken Russell Distn�.t 2 Joe Carollo District 3 Manolo Reyes Disni,.t 4 Christine King District 5 Arthur Noriega, V City Manager Project Construction Cost: $ x,xxx,xxx City Contribution $ x,xxx,xxx www.miamigov,com 305.416.2080 This project is located in District X represented by City of Miami Commissioner INSERT NAME HERE 4' x 8' Pressure Sensitive 2 mil cast vinyl overmounted with 3 mill mylar and mounted to 1/2"mdo with varnished or painted back Font: Akzidenz Grotesk • Pantone Reflex Blue C 1 ■ Pantone 117 C ■ Pantone 871 C • Black Font size: 230 pt Font size: 314 pt Font size: 168 pt Font size: 192 pt Font size: 175 pt Font size: 165 pt Font size: 270 pt EXHIBIT "J" ADDITIONAL INSURANCE REQUIREMENTS INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE BORROWER'S INSURANCE REQUIREMENTS CASA VALENTINA 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 Primary Insurance Clause Endorsement 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 III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation Employer's Liability A. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change, or in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE CONSTRUCTION REQUIREMENTS CASA VALENTINA 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 Completed Operations extended for (3) years after project completion IV. 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 V. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation Employer's Liability B. 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 $ 2,000,000 Aggregate $ 2,000,000 City of Miami listed as an additional Insured. Coverage is excess follow form over all liability polices contained herein. V. Owners & Contractor's Protective Each Occurrence $1,000,000 General Aggregate $1,000,000 City of Miami listed as the named insured VI. Payment and Performance Bond $TBD City of Miami listed as Obligee VII. Builders' Risk Causes of Loss: All Risk -Specific Coverage Project Location Valuation: Replacement Cost Deductible: $10,000 All other Perils 5% maximum on Wind/Hail and Flood City of Miami listed as loss payees 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. SCHEDULE A PERMITTED SENIOR FINANCING None as of Effective Date. a, o 4 ci