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HomeMy WebLinkAbout24155AGREEMENT INFORMATION AGREEMENT NUMBER 24155 NAME/TYPE OF AGREEMENT EDISON TOWERS, LLLP DESCRIPTION CDBG LOAN AGREEMENT/EDISON TOWERS REHABILITATION OF RENTAL PROJECT 5821 NW 7TH AVE, MIAMI, FLORIDA 33127 EFFECTIVE DATE September 29, 2022 ATTESTED BY TODD B. HANNON ATTESTED DATE 9/29/2022 DATE RECEIVED FROM ISSUING DEPT. 11/16/2022 NOTE l-1155 CDBG LOAN AGREEMENT FOR EDISON TOWERS, LLLP This Community Development Block Grant Program Loan Agreement (this "Loan Agreement" or this "Agreement") dated as of the 294- day of Se"uPr2022, is by and between the CITY OF MIAMI, a municipal corporation of the State of Florida (hereinafter the "City" or "Lender"), and EDISON TOWERS, LLLP, a Florida limited liability limited partnership (hereinafter the "Project Sponsor" or "Borrower"). FUNDING SOURCE: Community Development Block Grant ("CDBG") Program AMOUNT: $3,500,000.00 in CDBG Funds RESOLUTION: The City of Miami Housing and Commercial Loan Committee approvals of July 19, 2022 PROJECT NAME: Edison Towers PROJECT TYPE: Rehabilitation of a Rental Project _ PROJECT SPONSOR: Edison Towers, LLLP, a Florida limited liability limited partnership LAND OWNER: Tacolcy Economic Development Corporation, Inc., a Florida not for profit corporation TERM OF THE AGREEMENT: See Section 1.19 AFFORDABILITY PERIOD: Thirty (30) years commencing from the Close -Out of the Project CDBG ASSISTED UNITS: One hundred and fifteen (115) of the Affordable Units shall be CDBG Assisted Units for eligible Low -Income Households and Very Low -Income Households PROPERTY ADDRESS: 5821 NW 7th Ave, Miami, Florida 33127 IDIS NUMBER: SCI NUMBER: EXHIBITS ATTACHED: Exhibit "A" Legal Description Exhibit "B" Scope of Work /Project Schedule Page 1 of 42 Exhibit "C" Exhibit "D" Exhibit "E" Exhibit "F" Exhibit "G" Exhibit "H" Exhibit "I" Exhibit "J" Schedule A Budget Form of Disbursement Agreement Affirmative Marketing Requirements 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 RECITALS WHEREAS, the Project Sponsor is the owner of the real property described in Exhibit "A." The Project Sponsor is rehabilitating an affordable housing project known as Edison Towers that will increase the supply of rental housing units for Low Income Households and individuals and Very Low -Income Households and individuals, by providing additional affordable rental units. WHEREAS, on July 19, 2022, the City's Housing and Commercial Loan Committee ("HCLC") approved a loan of CDBG Program funds in the amount of $3,500,000.00 (the "CDBG Funds" or "Loan") to Project Sponsor for acquisition of the Project; and WHEREAS, the City and the Project Sponsor intend and agree that the CDBG Funds be subject to the terms and conditions of this Agreement. NOW THEREFORE, in consideration of the mutual covenants and obligations herein contained, and subject to the terms and conditions hereinafter stated, the parties hereto understand and agree as follows: ARTICLE I DEFINITIONS The City, and the Project Sponsor hereby agree that the capitalized terms used herein shall have the meanings set forth below unless the context requires otherwise: 1.1 Affordability Period: 1.2 Affordable: 1.3 Close -Out of the Project: The period of time that the Assisted Units must remain Affordable. The Affordability Period for this Project will be thirty (30) years, commencing on the Close -Out of the Project. A project or unit that satisfies the requirements set forth in 24 CFR Part 570, in the Rent Regulatory Agreement, and the Covenant. The date on which the Project has obtained all of the required Certificate(s) of Occupancy and all CDBG Page 2 of 42 1.4 Contract Records: 1.5 Effective Date: 1.6 Omitted 1.7 HUD: 1.8 CDBG Assisted Units, or Assisted Units: Assisted Units have been leased to eligible CDBG 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 CDBG Funds in carrying out the duties and obligations required by the terms of this Agreement, including, but not limited to, financial books and records, ledgers, drawings, maps, pamphlets, designs, electronic tapes, computer drives and diskettes or surveys. The date on which the City Clerk affixes an attestation to this Agreement. The U.S. Department of Housing and Urban Development. Of the Project's total one hundred fifteen (115) units, all one hundred fifteen (115) units shall be CDBG Assisted Units that shall be occupied by Low Income Households and Very Low -Income Households. Eighty-nine (89) units shall be one -bedroom and one bathroom. Twenty-six (26) units shall be two -bedroom and one bathroom. Nine (9) one -bedroom one - bathroom CDBG Assisted Units shall be occupied by Very Low Income Households. Three (3) two - bedroom one -bathroom CDBG Assisted Units shall be occupied by Very Low Income Households. Eighty (80) one -bedroom one -bathroom CDBG Assisted Units shall be occupied by Low Income Households. Twenty three (23) two -bedroom one -bathroom CDBG Assisted Units shall be occupied by Low Income Households. The rents payable on the CDBG Assisted Units are subject to the Covenant and the Rent Regulatory Agreement. Further restrictions apply to the CDBG Assisted Units as provided in and this Agreement, the Covenant, the other CDBG Loan Page 3 of 42 1.9 CDBG Loan Documents, or Loan Documents: 1.10 CDBG Funds, or, the Loan: 1.11 CDBG Program: 1.12 CDBG Requirements: 1.13 Legal Requirements: 1.14 Low Income Household: 1.15 Very Low Income Household: 1.16 Project: Documents and the Legal Requirements, as applicable. The CDBG Assisted Units shall remain Affordable throughout the Affordability Period. This Agreement and all other documents that may now or hereafter evidence or secure the CDBG Funds together with other documents executed in connection therewith or presented by the Project Sponsor to the City in connection therewith or herewith, including but not limited to Exhibits D, F, G, H, and the Note, and all amendments, extensions and renewals to any of the foregoing. Shall have the meaning ascribed thereto in the RECITALS to this Agreement. The program created by Title I of the Housing and Community Development Act of 1974, as amended. The requirements contained in this Agreement, 24 CFR Part 570 and any other requirements imposed by the City. The CDBG Requirements and all federal laws and regulations pertaining thereto which are described or referenced in 24 CFR Part 570; any requirements imposed by the City and all local, state and federal requirements relating thereto and/or pertaining to the development, construction and/or operation of the Project under the CDBG Program. Annual income does not exceed sixty percent (60%) of the median income for the area, as determined by HUD, adjusted for family size. Annual income does not exceed fifty percent (50%) of the median income for the area, as determined by HUD, adjusted for family size. Edison Towers is the rehabilitation of an existing affordable residential rental building located at 5821 7th Ave, Miami, Florida. The project will have Page 4 of 42 1.17 Property: 1.18 Permitted Senior Financing: 1.19 Term: 1.20 The Covenant: 1.21 Omitted 1.22 Omitted a total of one hundred fifteen (115) units. All one hundred and fifteen (115) units shall be CDBG Assisted Units and shall be occupied by eligible tenants, as described herein, and shall be comprised of eighty-nine (89) one bedroom/one bathroom apartment units, and twenty-six (26) two bedroom/one-bathroom apartment units. The building on the Property shall be renovated in accordance with the Project Schedule/Scope of Work and the plans and specifications (attached hereto and incorporated herein as Exhibit "B"), that will provide affordable housing opportunities in accordance with HUD income guidelines. The real property located at 5821 NW 7th Avenue, Miami, Florida 33127, 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. Bond Loan from the Housing Finance Authority of Miami -Dade County, Florida ("HFA") in the amount of $21,000,000 evidenced by a promissory note to the HFA and secured by a mortgage in favor of the HFA, which shall be reduced to not greater than $7,400,000.00 at the conversion to permanent financing. The period commencing on the Effective Date hereof and ending at the expiration of the Affordability Period, unless this Agreement is terminated sooner as provided for herein. A Declaration of Restrictive Covenants to be recorded in the Public Records of Miami -Dade County, Florida to ensure that the CDBG Assisted Units will qualify and remain Affordable during the Affordability Period. Page 5 of 42 1.23 The Note: 1.24 The Mortgage The Promissory Note of even date herewith evidencing the Loan, executed by the Project Sponsor in favor of the City. The Mortgage and Security Agreement collateralizing the Loan, executed by the Project Sponsor, a copy of which is attached hereto and incorporated herein as Exhibit "F." ARTICLE II CDBG FUNDS Upon satisfaction of all conditions set forth herein, the City has disbursed or shall disburse the CDBG Funds to the Project Sponsor for the purposes herein set forth. 2.1 Use of Funds. The CDBG Funds shall be used for property acquisition costs so that the Project can be constructed, in accordance with the Scope of Work, attached hereto and incorporated herein as Exhibit "B", and the Budget attached hereto and incorporated herein as Exhibit "C", and occupied by Low Income Households and Very Low -Income Households during the Affordability Period. 2.2 Disbursement. The CDBG Funds shall be disbursed in accordance with the Budget attached hereto and incorporated herein as Exhibit "C" and in the manner set forth in that certain Disbursement Agreement, of even date herewith, entered into by the City and the Project Sponsor (the "Disbursement Agreement"), which is attached hereto as Exhibit "D". The Project Sponsor shall not request disbursement of such Funds until such Funds are needed for payment of eligible costs. The amount of each request for disbursement must be limited to the amount needed for the payment of eligible costs. The Project Sponsor agrees and affirms that any expenditure of the CDBG Funds will be in compliance with the requirements of 24 CFR 570. Project Sponsor acknowledges and affirms that Fifty Thousand and 00/100 Dollars ($50,000.00) of the CDBG Funds was awarded to the Project for, and may be used by the City to cover, certain costs incurred by the City in connection with the Project. Notwithstanding any provision herein or in any of the Loan Documents to the contrary, the CDBG Funds shall not be available for disbursement hereunder until a HUD Release of Grant Conditions or confirmation of exempt status has been obtained for the Project. This Agreement and the City's obligations hereunder and under any and all of the Loan Documents, including, but not limited to, the City's obligation to disburse CDBG Funds hereunder, shall automatically terminate in the event that within six (6) months of the Effective Date hereof such HUD Release of Grant Conditions or confirmation of exempt status has not been obtained for the Project. 2.3 Repayment of CDBG Funds. Repayment by the Project Sponsor of principal, accrued interest, and other costs and charges set forth in the CDBG Loan Documents shall be deferred to the end of the Affordability Period, at which time the accrued interest and principal Page 6 of 42 shall be due and payable. Upon the expiration of the Affordability Period, the CDBG Loan will be repaid as follows: A. This 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. 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. At the sole discretion of the City, the interest or principal payments, or both, may be waived. B. The Project Sponsor shall not agree to any transaction or agreement that will create additional mandatory superior payments without the City's prior written approval other than as set forth on Schedule "A" attached hereto and made a part hereof. C. Notwithstanding any provision herein to the contrary, in the event that the Project Sponsor shall: (i) Meet all of its obligations hereunder and under all of the CDBG Loan Documents executed in connection herewith; (ii) Commence construction of the Project within six (6) months from the Effective Date of this Agreement; (iii) Obtain all required certificates of occupancy for the Project, within eighteen (18) months from the Effective Date; (iv) Rent one hundred fifteen (115) CDBG Assisted Units to Low -Income Households and Very Low -Income Households in accordance with the requirements of this Agreement, within twelve (12) months after the issuance of certificates of occupancy for the Project, but in no event later than thirty-six (36) months from the Effective Date (v) Throughout the Affordability Period, rent the CDBG Assisted Units to Low -Income Households and Very Low -Income Households in accordance with the requirements of this Agreement, the Rent Regulatory Agreement and the other CDBG Loan Documents; and (vi) Throughout the Affordability Period, comply with all applicable CDBG Requirements and all applicable requirements hereof and in the other CDBG Loan Documents; then, in such event, the City may, in its sole and absolute discretion, cancel all remaining indebtedness on the Loan, cancel the CDBG Note (and deliver, or cause to be delivered, the cancelled original CDBG Note to the Project Sponsor), and satisfy the Mortgage (and prepare and record a satisfaction of the Mortgage in the Public Records of Miami -Dade County, Florida). Page 7 of 42 D. Notwithstanding any provision herein to the contrary, the amount of the CDBG Funds disbursed hereunder, together with all interest accrued thereon, shall become due and payable upon the occurrence of an Event of Default as described in Article VII below and the continuance of such Event of Default beyond the applicable cure period, if any. 2.4 Commitment Fee: Project Sponsor agrees to pay the City a $5,000.00 commitment fee prior to the disbursement of any CDBG Funds. ARTICLE III DISBURSEMENT REQUIREMENTS 3.1 CONDITIONS OF DISBURSEMENT OF CDBG FUNDS. The City shall not be obligated to disburse the CDBG Funds unless and until the City has received the following: 3.1.1 Title Insurance. A title insurance commitment issued by a title insurance company acceptable to the City identifying the City's insurable interest, the Project Sponsor's fee simple estate in the Property, together with copies of all instruments which appear as exceptions therein. The title commitment and policy shall be issued without exceptions, except for those exceptions permitted by the City, and shall include such affirmative coverage as the City shall require. 3.1.2 Survey. An original current survey of the Property made by a registered surveyor satisfactory to the City and the title company and containing such certifications as the City and the title company may require. 3.1.3 Zoning. Evidence that the Property and the proposed improvements comply with all applicable zoning ordinances. 3.1.4 CDBG Program. Evidence of the Project Sponsor's satisfactory compliance with all of the applicable requirements of the CDBG Program, pursuant to 24 CFR Part 570, as hereinafter detailed. 3.1.5 Corporate Documents. (a) The certificate of incorporation or partnership/operating agreement, or its equivalent, and a good standing certificate for the Project Sponsor and its Manager, certified by the appropriate governmental authority. (b) Resolutions, bylaws, and incumbency certificates, or, in the case of a partnership, their equivalent, for the Project Sponsor and its sole general partner certified by the Corporate Secretary or other authorized signer, Page 8 of 42 authorizing the consummation of the transactions contemplated hereby, all satisfactory to the City. (c) Evidence satisfactory to the City that Project Sponsor or any partner of such entity, is qualified to receive funds under the CDBG Program in accordance with the accordance with the CDBG Requirements. 3.1.6 Insurance Policies. The Project Sponsor shall obtain and furnish evidence of insurance coverage as the City may require in connection with the Project, which may include, but is not limited to, the following: (a) Comprehensive General Liability and umbrella liability coverage in an amount not less than $1,000,000.00 per occurrence and $2,000,000.00 annual aggregate, protecting the City and the Project Sponsor against liability incidental to the use of, or resulting from an accident occurring on or about, the Property, including coverage for: (i) fire, explosion, collapse and underground hazards, completed operations and independent contractors, and (ii) automobile liability for all owned vehicles as well as coverage for non -owned and hired automobiles with a combined Single Limit of at least $1,000,000.00. This insurance shall be primary and not contributory. (b) Workers' compensation insurance as required by the laws of the State of Florida. (c) Employer's liability insurance protecting the Project Sponsor against liability resulting from any accident or liability arising from or relating to any construction on the Property. (d) A builder's risk policy, using a completed value form in an amount not less than one hundred percent (100%) of the full insurable replacement cost of the Project, insuring the Project from such perils and other hazards as the City may reasonably require, including without limitation, fire, extended coverage, vandalism and malicious mischief, and collapse. (e) If any portion of the Property is located in an area identified by the Federal Emergency Management Agency as an area having special flood hazards, Federal flood insurance in such an amount as is satisfactory to the City. (f) A bid, payment and/or performance bond in such form as may be required by the City All such insurance shall require that the City be listed as an additional insured, with a loss payable clause in favor of the City. The Project Sponsor shall be required to obtain and furnish evidence of any other insurance coverage the City may require during the Term of this Agreement, Page 9 of 42 including, but not limited to that described on Exhibit "J" attached hereto and made a part hereof. All such policies shall provide the City with a mandatory written notice of cancellation or material change from the insurer not less than thirty (30) days prior to any such cancellation or material change, and all such policies shall be written by insurance companies satisfactory to the City. Failure of the Project Sponsor to submit all required evidence of the specified insurance coverage fourteen (14) calendar days prior to the start of Project shall delay the disbursement of the CDBG Funds. 3.1.7 Operative Documents. This Agreement, the Covenant, the other CDBG Loan Documents, and all other CDBG Documents, duly and lawfully executed by the Project Sponsor and in recordable form, where appropriate. 3.1.8 Appraisal. A current appraisal of the Property made by a member of the American Institute of Real Estate Appraisers. 3.1.9 List ,of Contractors and Subcontractors. A list of all of the Project Sponsor's subcontractors and contractors as of the date of execution of this Agreement, and copies of all contracts in excess of $10,000 for the performance of services or the supply of materials in connection with the Project to be funded pursuant to this Agreement. 3.1.10 Compliance with CDBG Requirements. All other documents required by the CDBG Program evidencing compliance with CDBG Requirements. 3.1.11 Firm Commitments for Construction Financing. Evidence of firm commitments for a construction/permanent loan(s) as provided for in the Budget, attached hereto as Exhibit "C" and made a part hereof. 3.1.12 Evaluation of Project Costs. The evaluation of the Project's costs as prepared by an independent engineer/general contractor, engaged by the Project Sponsor, that supports the total projected construction costs of the Project. 3.1.13 First Source Hiring Agreement. If applicable, an executed First Source Hiring Agreement between the Project Sponsor and the City. 3.1.14 Historic Preservation Review. All applicable requirements of the State of Florida Historic Preservation Department shall have been met prior to the disbursement of any funds hereunder. 3.1.15 Environmental Report. The Project Sponsor shall submit all information requested by the City with respect to the Project including, but not limited to, Phase I and Phase II Environmental Assessment Reports, as applicable. Page 10 of 42 3.1.16 Audit Report. The Project Sponsor shall submit audit reports, as are required herein, to the City. 3.1.17 Personnel Policies and Administrative Procedure Manuals. The Project Sponsor shall submit detailed documents describing the Project Sponsor's internal organizational structure, property management and procurement policies and procedures, personnel management, accounting policies and procedures, etc. Such information shall be submitted to the City within thirty (30) days of the execution of this Agreement and prior to the disbursement of any funds hereunder. 3.1.18 Certificate Regarding Lobbying. Such Certificate Regarding Lobbying as may be requested by the City. 3.1.19 Certificate Regarding Debarment, Suspension, and Other Responsibility Matters. Such Certificate Regarding Debarment, Suspension and Other Responsibility Matters as may be requested by the City. 3.1.20 Public Entity Crime Affidavit. Such Public Entity Crime Affidavit as may be required by the City. 3.1.21 Environmental Clearance. Project construction must not commence, nor will any CDBG Funds be advanced, nor are any costs to be incurred, until satisfactory completion of an environmental review and receipt by the City of a release of funds from HUD under 24 CFR Part 58. CDBG Funds will not be disbursed until the Removal of Grant Condition is received by the City from HUD. 3.1.22 All other documents required by the City. 3.1.23 The Project Sponsor shall be in full compliance with the requirements of previously funded City projects that are either under construction or in their affordability periods, including, but not limited to, the requirements of applicable Office of Management and Budget ("OMB") Circular(s) and any other reporting and insurance requirements imposed by the City for those projects. ARTICLE IV CDBG PROGRAM REQUIREMENTS The Project Sponsor shall comply with all applicable requirements of the CDBG Program including, but not limited to, the following CDBG Requirements: 4.1 GENERAL. 4.1.1 The Project Sponsor shall maintain current documentation that its activities qualify under the CDBG Requirements. Page 11 of 42 4.1.2 The Project Sponsor shall ensure and maintain documentation that conclusively demonstrates that each activity assisted in whole or in part with CDBG Funds is an activity which benefits Low and Moderate Income Persons as defined in 24 CFR Part 570. 4.1.3 The Project Sponsor shall comply with all the non-discrimination requirements of 24 CFR §570. 4.1.4 The Project Sponsor shall comply with all applicable provisions of 24 CFR Part 570 and shall carry out each Project activity in compliance with all applicable federal laws and regulations. 4.1.5 The Project Sponsor shall agree in writing to comply with any and all requirements as may be set forth in the Site Environmental Clearance Statement executed in connection herewith. 4.1.6 The Project Sponsor shall cooperate with the City in informing the appropriate citizen participation structures, including the appropriate area committees, of the activities of the Project Sponsor in adhering to the provisions of this Agreement. Representatives of the Project Sponsor shall attend meetings of the appropriate committees and citizen participation structures upon the request of the citizen participation officers or the City. 4.1.7 Throughout the Affordability Period the Project Sponsor shall comply with all Project housing quality standards imposed by the City. 4.1.8 The Project Sponsor agrees that throughout the Affordability Period, Rents and tenant incomes for the CDBG Assisted Units shall be monitored by the City. 4.1.6 The Project Sponsor shall comply with all applicable displacement and relocation requirements. 4.1.10 Attendance at citizen participation committees/meetings, provided the Project Sponsor is provided reasonable notice of such committees/meetings. 4.1.11 The Project Sponsor shall, to the greatest extent possible, give low and moderate income City residents of the service community opportunities for training and employment. 4.1.12 The Project Sponsor shall comply with all applicable displacement and relocation requirements. 4.2 REAL PROPERTY. Page 12 of 42 4.2.1 The following restrictions shall apply to all real property acquired or improved in whole or in part with the CDBG Funds in excess of $25,000.00. The property must either be: (a) Used to meet one of the national objectives set forth in 24 C.F.R. 570.208 for five years after the expiration/termination of this Agreement, or (b) If not used in accordance with paragraph (a) above, the Borrower shall pay to the City an amount equal to the current market value of the property less any portion of the value of the property attributable to expenditures of non-CDBG Funds for the acquisition of or improvement to the property. 4.2.2 All real property purchased in whole or in part with funds for this and previous Agreements with the City, or transferred to the Borrower after being purchased in whole or in part with funds from the City, shall be listed in the property records of the Borrower and shall include: a legal description; size; address and location; owner's name if different from the Borrower; information on the transfer or disposition of the property; and a map indicating whether property is in parcels, lots, or blocks and showing adjacent streets and roads. The property records shall describe the programmatic purpose for which the property was acquired and identify the CDBG activity that will be completed. If the property was improved, the records shall describe the programmatic purpose for which the improvements were made and identify the CDBG activity that will be completed. 4.3 PERSONAL PROPERTY. 4.3.1 Definitions. (a) Personal Property. Personal Property of any kind except real property: 1) Tangible. All personal property having physical existence. (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. Page 13 of 42 (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 and previous contracts with the City shall be listed in the property records of the Project Sponsor and shall include: a description of the property; location; model number; manufacturer's serial number; date of acquisition; funding source; unit cost; property inventory number; information on its condition; and information on the transfer, replacement, or disposition of the property. (b) All non -expendable personal property purchased in whole or in part with funds from this and previous contracts with the City shall be inventoried annually by the Project Sponsor and an inventory report submitted to the City when and as requested by the City. The inventory report shall include the elements listed in Paragraph 4.3.2(a), above. (c) Ownership of all non -expendable personal property purchased in whole or in part with funds given to the Project Sponsor pursuant to the terms of this Agreement shall vest in the City. 4.4 DISPOSITION. The Project Sponsor shall obtain the prior written approval of the City for the disposition of real property, expendable personal property and non -expendable personal property purchased in whole or in part with funds given to the Project Sponsor or its subcontractors pursuant to the terms of this Agreement, and shall dispose of all such property in accordance with instructions from the City. Those instructions may require the return of all such property to the City. 4.5 SUBCONTRACTS AND ASSIGNMENTS. 4.5.1 The Project Sponsor shall ensure that all subcontracts and assignments funded with CDBG Funds hereunder: (a) Identify the full, correct, and legal name of all parties; (b) Describe the activities to be performed; (c) Present a complete and accurate breakdown of its price component; (d) Incorporate a provision requiring compliance with all applicable regulatory and other requirements of this Agreement, including but not limited to the City's Minority Procurement Ordinance, and with any other conditions Page 14 of 42 and/or approvals that the City may deem necessary. The requirements of this subparagraph apply to subcontracts and assignments in which parties are engaged to carry out any eligible substantive programmatic service, as may be defined by the City, set forth in this Agreement. The City shall in its sole and absolute discretion determine when services are eligible substantive programmatic services and subject to the audit and record - keeping requirements described in this Agreement; and (e) Incorporate the language of the Certificate Regarding Lobbying executed in connection herewith. 4.5.2 The Project Sponsor shall incorporate in all consultant and other subcontracts funded with CDBG funds hereunder the following provision: "[The Project Sponsor] is not responsible for any insurance or other fringe benefits, e.g., social security, income tax withholding, retirement or leave benefits, for [the Consultant] or employees of [the Consultant], that are normally available to direct employees of [the Project Sponsor]. [The Consultant] assumes full responsibility for the provision of all insurance and fringe benefits for himself/herself/itself and employees retained by [the Consultant] in carrying out the Scope of Services provided in this subcontract." 4.5.3 The Project Sponsor shall be responsible for monitoring the contractual performance of all subcontracts. 4.5.4 The Project Sponsor shall submit to the City for its review and confirmation any subcontract engaging any party who agrees to carry out any substantive programmatic activities, to ensure its compliance with the requirements of this Agreement. The City's review and confirmation shall be obtained prior to the release of any funds for the Project Sponsor's subcontractor(s). 4.5.5 The Project Sponsor shall receive written approval from the City prior to either assigning or transferring any obligations or responsibility set forth in this Agreement. 4.5.6 Approval by the City of any subcontract or assignment shall not under any circumstances be deemed to be the City's agreement to incur any obligations in excess of the total dollar amount agreed upon in this Agreement. 4.5.7 The Project Sponsor and its subcontractors shall comply with the Davis -Bacon Act, if applicable, the Copeland Anti -Kick Back Act, the Contract Work Hours and Safety -Standards Act, the Lead -Based Paint Poisoning Prevention Act, the Residential Lead Based Paint Hazard Reduction Act of 1992 (and implementing regulations at 24 CFR Part 35) and any other applicable laws, ordinances and regulations. Page 15 of 42 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. 4.6 REPORTING OBLIGATIONS. 4.6.1 The Project Sponsor shall submit the following as required by the City: 4.6.1.1 Progress Reports. The Project Sponsor shall submit status reports and projected completion dates to describe the progress made by the Project Sponsor in achieving each of the objectives identified in Exhibit "B" attached hereto. The Project Sponsor shall also submit an Earned Income Report in such form as may be required by the City. Both the Progress Report and the Earned Income Report shall be provided to the City on a quarterly basis. 4.6.1.2 Inventory Report. The Project Sponsor shall furnish such reports on the Project real property, as specified in Paragraph 4.2 hereof, as may be requested by the City. 4.6.13 Affirmative Action Plan. The Project Sponsor shall report to the City such information relative to the equality of Project employment opportunities as and when requested by the City. 4.6.1.4 Assurance of Compliance with Section 504 of the Rehabilitation Act. The Project Sponsor shall report on its compliance with Section 504 of the Rehabilitation Act, whenever requested by the City. 4.6.1.5 Affirmative Marketing Plan and Report. The Project Sponsor shall report to the City, annually, on all actions taken to comply with the affirmative marketing requirements provided in Exhibit "E" attached hereto. 4.6.1.6 List of Subcontractors. The Project Sponsor shall provide a list of all Project contractors and subcontractors, and copies of all contracts in excess of $10,000 for the performance of services or the supply of materials in connection with the Project and to be funded pursuant to the terms and conditions of the Regulatory Agreement and this Agreement. 4.6.1.7 Previously Funded City Projects. The Project Sponsor shall comply with (i) all applicable reporting requirements relating to the Project Sponsor's previously funded City projects which are under Page 16 of 42 construction or in the Affordability Period, including, without limiting the foregoing, OMB A-133; and (ii) all applicable insurance requirements relating to such other previously funded projects of the Project Sponsor. 4.6.1.7 All such other reports as may be reasonably requested by the City. 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 12 months ended 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 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. Page 17 of 42 (ii) The Project Sponsor shall maintain all Contract Records in accordance with generally accepted accounting principles, procedures, and practices, which records shall sufficiently and properly reflect all revenues and expenditures of funds provided directly or indirectly by the City pursuant to the terms of this Agreement. (iii) The Project Sponsor shall ensure that the Contract Records shall be at all times subject to and available for full access and review, inspection or audit by the City and federal personnel and any other personnel duly authorized by the City. (iv) The Project Sponsor shall include in all Project subcontracts, each of the record keeping and audit requirements detailed in this Agreement. The City shall in its sole discretion determine when services are subject to the audit and recordkeeping requirements described above. The Project Sponsor shall submit to the City all reports described in this Section 4.6, and all other reports that the City may reasonably require, in such form, manner and frequency as the City may require to monitor the progress of the Project and the Project Sponsor's performance and compliance with this Agreement, the Regulatory Agreement, the other CDBG Loan Documents and all Legal Requirements. 4.6.2 Federal, State and County Laws and Regulations. 4.6.2.1 The Borrower shall comply with applicable uniform administrative requirements as described in 24 C.F.R. §570.502. 4.6.2.2 The Borrower shall and carry out each activity in compliance with all Federal laws, regulations and requirements described in subpart K of 24 C.F.R. Part 570, unless determined otherwise in the City's sole and absolute discretion. 4.6.2.3 The Borrower shall comply with all applicable federal laws, regulations and requirements including, but not limited to: 24 C.F.R. Part 570; 24 C.F.R. Part 85, Section 504 of the Rehabilitation Act of 1973, as amended, which prohibits discrimination on the basis of handicap; Title VI of the Civil Rights Act of 1964, as amended, which prohibits discrimination on the basis of race, color, or national origin; the Age Discrimination Act of 1975, as amended, which prohibits discrimination on the basis of age; Title VIII of the Civil Rights Act of 1968, as amended, and Executive Order 11063 which prohibits discrimination in housing on the basis of race, color, Page 18 of 42 religion, sex, or national origin; Executive Order 11246 which requires equal employment opportunity; and with the Energy Policy and Conservation Act (Pub. L. 94 163) which requires mandatory standards and policies relating to energy efficiency. 4.6.2.4 If the amount payable to the Borrower pursuant to the terms of this Agreement is in excess of $100,000.00, the Borrower shall comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act of 1970 (42 U.S.C. 7401 et. seq.), as amended; the Federal Water Pollution Control Act (33 U.S.C. 1251), as amended; Section 508 of the Clean Water Act (33 U.S.C. 1368); Environmental Protection Agency regulations (40 C.F.R. Part 15); and Executive Order 11738. 4.7 ADDITIONAL CDBG FUNDING. The Project Sponsor acknowledges that under the CDBG Program, additional CDBG funds may be committed to the Project up to one (1) year after "Project Completion", but the amount of CDBG funds in the Project may not exceed the per -unit subsidy amount established in 24 CFR Part 570. The City may, in its sole discretion, de -obligate the CDBG Funds from the Project, if by no later than six (6) months from the date of approval of the CDBG Funds, the Borrower has failed to obtain all funding commitments represented to HCLC. ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE PROJECT SPONSOR The Project Sponsor represents and warrants to the City as follows: 5.1 Organization and Existence. The Project Sponsor is a Florida limited liability limited partnership, duly organized, validly existing and in good standing under the laws of the State of Florida, and has full power and authority to conduct its business as presently conducted, to receive the CDBG Funds, and to acquire, own, operate, and develop the Project. The Project shall comply with all applicable CDBG Requirements. The Project Sponsor has full power and authority to perform the provisions hereof and of its agreements and undertakings with the City and to perform the transactions contemplated hereby, and such execution and performance have been duly authorized by all necessary corporate or other approvals and actions. 5.2 Correctness of Documents. The cost estimates, Budget, schedules, and all other documents furnished to the City in accordance with the CDBG Program, this Agreement, and/or the other CDBG Loan Documents, are true and correct in all material respects and accurately set forth the facts contained therein and neither misstate any material fact nor, separately or in the aggregate, fail to state any material fact necessary to make the statements made therein not misleading. Page 19 of 42 5.3 Absence of Proceedings, Actions and Judgments. There are no conditions, circumstances, events, agreements, documents, instruments, restrictions, actions, suits or proceedings pending or threatened against or affecting the Project Sponsor, the Project or the Property which could adversely affect the Project Sponsor's ability to comply with the CDBG Program, complete or operate the Project or to perform its obligations hereunder or which would constitute an Event of Default hereunder or under the other CDBG Loan Documents regardless of the giving of notice or the passage of time or both. There are no outstanding or unpaid judgments or arbitration awards against the Project Sponsor. 5.4 Non -Default. The Project Sponsor is not in default or violation with respect to any Legal Requirement, nor is it in default under or in material breach of any instrument or agreement to which it is a party or by which it otherwise may be bound. The execution and delivery of this Agreement and the other CDBG Documents, the consummation of the other transactions contemplated hereby, and the ownership and development of the Project as contemplated hereby and by the other CDBG Documents: (i) do not and will not conflict with or result in violation of any Legal Requirement or in the breach or default under any indenture, contract, agreement or other instrument to which the Project Sponsor is a party or by which it may be bound; and (ii) have been duly authorized by all necessary actions and approvals, whether corporate or otherwise. 5.5 Valid Obligations. This Agreement and all of the other CDBG Loan Documents, when executed and delivered, shall constitute the duly authorized, legal, valid and binding obligations of the Project Sponsor and will be enforceable in accordance with their respective terms. 5.6 Marketable Title. The Project Sponsor has good and marketable fee simple 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 1062-5080095) issued by First American National Title Insurance Company, effective as of August 24, 2022 at 8:00 am and revised on September 9, 2022, as endorsed. (collectively, the "Title Commitment and Exceptions"); and (b) from time to time, the granting of utility and similar easements on a non -material portion of the Property to utility and similar service providers for the installation and maintenance of utility and similar service equipment and components. 5.7 Compliance. The completion and use of the Project in accordance with the Scope of Work will comply fully with all Legal Requirements, and with all limitations on the use of the Project, or any other condition, grant, easement, covenant, or restriction, whether recorded or not. All necessary approvals, permits and licenses for the construction, operation, and use of the Project have been unconditionally obtained and are in full force and effect, or if the present state of construction of the Project does not allow such issuance, then such approvals, permits and licenses will be issued when the Project is completed. 5.8 Encroachments. When completed in accordance with the Scope of Work, the Project will not encroach upon any building line, setback line, side yard line or other recorded or visible easements or other easements of which the Project Sponsor is aware which exists (or which Page 20 of 42 the Project Sponsor has reason to believe may exist) with respect to the Project other than set forth in the Title Commitment and Exceptions. 5.9 Scope of Work. The Scope of Work is complete in all respects, and contains all details requisite for the Project which, when built and equipped in accordance therewith, shall be ready for the intended use and occupancy thereof. 5.10 Leases. There are no leases, tenancies, licenses or agreements for use of any part of the Property other than as specifically disclosed to and approved by the City, which, for avoidance of doubt (and which the City hereby acknowledges and agrees), are limited to the leases for the rental of each CDBG Assisted Unit each which may be entered into from time to time. 5.11 Pending Assessments. The Project Sponsor has no knowledge of any pending or proposed governmental action that would impair the operation or value of the Project or result in a special assessment against the Project. 5.12 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 CDBG Program, the negotiation of this Agreement and the other CDBG Documents, nor in the transactions contemplated hereby. 5.14 No Casualty. No part of the Property and/or the Project has been damaged or has been subjected to condemnation or other proceedings, and, to the best of the Project Sponsor's knowledge and belief, no such proceedings have been threatened. 5.15 No Changes. There have been no material adverse changes in projected costs and expenses of or from the Project or in the occupancy of the Property or any other features of the transactions contemplated hereby as submitted to the City. 5.16 Compliance with Laws and Regulations. The Project Sponsor will comply at all times with all Legal Requirements. The Project Sponsor will comply at all times with the CDBG Requirements affecting the ownership, use, construction, 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. 5.18 Reaffirmation. Each of the representations and warranties set forth in this Article shall be true at all times and the acceptance of the CDBG Funds hereunder by the Project Sponsor shall be deemed to be a reaffirmation of each of the representations and warranties given in this Agreement. Page 21 of 42 ARTICLE VI PROJECT SPONSOR'S AND OWNER'S OBLIGATIONS 6.1 Scope of Work. The Project Sponsor shall perform the Scope of Work as set forth herein and on Exhibit "B" attached hereto. Project Sponsor shall: (a) meet all of its obligations hereunder and under all of the CDBG Loan Documents executed in connection herewith, (b) commence construction within six (6) months from the Effective Date of the contract, (c) within twelve (12) months after the issuance of the certificates of occupancy for the Project, but in no event later than thirty-six (36) months from the Effective Date, rent all one hundred fifteen (115) CDBG Assisted Units to Low -Income Households and Very -Low Income Households, in accordance with the requirements of this Agreement, (d) throughout the Affordability Period, rent the CDBG Assisted Units to Low - Income Households and Very -Low Income Households in accordance with the requirements of this Agreement, the Rent Regulatory Agreement, and the other CDBG Loan Documents; (e) obtain all required certificates of occupancy for the Project, within eighteen (18) months from the Effective Date; and (f) throughout the Affordability Period, comply with all applicable CDBG Requirements and all applicable requirements hereof and in the other CDBG Loan Documents with regard to the CDBG Assisted Units. The tenant's portion of rents charged for CDBG Assisted Units shall be limited as set forth in the Rent Regulatory Agreement executed in connection herewith. 6.2 Reporting Obligations. The Project Sponsor shall submit to the City all reports as described in Section 4.6 hereof, and all other reports that the City may reasonably require, in such form, manner, and frequency as the City may reasonably require to monitor the progress of the Project and the Project Sponsor's performance and compliance with this Agreement and all Legal Requirements. 6.3 Retention of Records. The Project Sponsor shall retain all Contract Records for five (5) years after the expiration of the Affordability Period (hereinafter referred to as the "Retention Period") subject to the limitations set forth below: (a) If the City or the Project Sponsor has received or given notice of any kind indicating any threatened or pending litigation, claim or audit arising out of the activities relating to the Project or the Scope of Work or under the terms of this Agreement, the Retention Period shall be extended until such time as the threatened or pending litigation, claim or audit is, in the sole and absolute discretion of the City, fully, completely and finally resolved. (b) The Project Sponsor shall allow the City or any person authorized by the City full access to and the right to examine any of the Contract Records during the required Retention Period. Page 22 of 42 (c) The Project Sponsor shall notify the City in writing, both during the pendency of this Agreement and after its expiration termination, as part of the final closeout procedure, of the address where all Contract Records will be retained. (d) The Project Sponsor shall obtain the prior written consent of the City to dispose of any Contract Records within one (1) year after the expiration of the Retention Period. 6.4 Provision of Records. All of the Contract Records are subject to the provisions of Chapter 119, Florida Statutes, commonly referred to as the "Public Records Law". The Project Sponsor shall provide to the City, upon request, all Contract Records. The requested Contract Records shall become the property of the City without restriction, reservation, or limitation on their use and shall be made available by the Project Sponsor at any time upon request by the City. The City shall have the unlimited right to all books, articles, or other copyrightable materials developed in the performance of this Agreement, including, but not limited to, the right of royalty -free, non-exclusive, and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, the Contract Records for public purposes. Should Project Sponsor determine to dispute any public access provision required by Florida Statutes, then Project Sponsor shall do so at its own expense and at no cost to the City. IF PROJECT SPONSOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO PROJECT SPONSOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT AS A PUBLIC CONTRACT, PLEASE CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT TELEPHONE NUMBER 305-416-1800, EMAIL: PUBLICRECORDS@MIAMIGOV.COM, AND MAILING ADDRESS: PUBLIC RECORDS C/O OFFICE OF THE CITY ATTORNEY, 9TH FLOOR, MIAMI RIVERSIDE CENTER, 444 S.W. 2ND AVENUE, MIAMI, FLORIDA 33130 OR THE CITY'S DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT'S CUSTODIAN OF RECORDS AT 2ND FLOOR, 14 NORTHEAST 1ST AVENUE, MIAMI, FLORIDA 33132. If the Project Sponsor receives funds from, or is under regulatory control of, other governmental agencies and those agencies issue monitoring reports, regulatory examinations, or other similar reports, the Project Sponsor shall provide a copy of each such report and any follow- up communications and reports to the City immediately upon such issuance unless such disclosure is a violation of those agencies' rules. 6.5 Prior Approval. Except for encumbering the Property as required to obtain the permitted financing as set forth in Section 5.17 of this Agreement and Schedule A attached, the Project Sponsor shall obtain the City's prior written approval prior to undertaking any of the following with respect to the Project and/or the Property: (a) the sale, assignment, pledge, transfer, hypothecation or other encumbrance or disposition of any proprietary or beneficial interest in the Project Page 23 of 42 (b) Sponsor, the Project or the Project Sponsor's estate in the Property, or any change in the operating control of the Project Sponsor, which shall require the prior approval of the City's HCLC or the City Commission, as appropriate Except in the case of repair or replacement caused by normal wear and tear, and otherwise due to casualty or condemnation in accordance with the terms of this Agreement, the disposition of any real property or any expendable personal property or non -expendable personal property as defined in Paragraph 4.3.1. (c) Any proposed Solicitation Notice, Invitation for Bids or Request for Proposals. (d) The disposal of any Contract Records during the Retention Period. (e) INTENTIONALLY OMITTED Notwithstanding anything to the contrary stated herein, City consents to the Investor Limited Partner's transfer of its interest in the Borrower to a related entity within one hundred eighty (180) days of Effective Date. 6.5.1 Director of Housing and Community Development of the City of Miami shall have the discretion to approve and authorize, by way of Memorandum to the City Manager, the execution of necessary documents to further Project Close -Out, provided, however, that no material terms are affected. 6.6 Monitoring. The Project Sponsor shall permit the City and other persons duly authorized by the City to inspect all Contract Records, facilities, goods, and activities of the Project Sponsor that are in any way connected to the activities undertaken pursuant to the terms of this Agreement, and/or to interview any clients, employees, subcontractors, or assignees of the Project Sponsor. Following such inspection or interviews, the City will deliver to the Project Sponsor a report of its findings. The Project Sponsor will rectify all deficiencies cited by the City within the period of time specified in the report, or provide the City with a reasonable justification for not correcting the deficiencies. The City will determine, in its sole and absolute discretion, whether or not the Project Sponsor's justification is acceptable. 6.7 Conflict of Interest. A. The Project Sponsor is aware of the conflict of interest laws of the City of Miami (Code of the City of Miami, Florida, Chapter 2, Article V), of Miami -Dade County, Florida (Code of Miami -Dade County, Florida, Section 2-11.1), and of the State of Florida (as set forth in Florida Statutes), and with the CDBG Program conflict of interest rules (24 CFR §570.611), all as amended, and agrees that it will fully comply in all respects with the terms thereof and any future amendments. Page 24 of 42 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 under or in connection with the Legal Requirements, including the standards for procurement. D. The Project Sponsor shall make any such disclosure to the City in writing and immediately upon the Project Sponsor's discovery of such possible conflict. The City's determination regarding the possible conflict of interest shall be binding on all parties. E. No employee, agent, consultant, elected official or appointed official of the City, exercising any functions or responsibilities in connection with the City's CDBG Program or this Agreement, or who is in a position to participate in the decision -making process or gain inside information regarding CDBG-assisted activities, has any personal financial interest, direct or indirect, in this Agreement, the proceeds hereunder, the Project or the Project Sponsor, either for themselves or for those with whom they have family or business ties, during their tenure or for one year thereafter. 6.8 Related Parties. The Project Sponsor shall report to the City the name, purpose for and any other relevant information in connection with any related -party transaction. The term "related party transaction" includes, but is not limited to, a transaction or relationship between the Project Sponsor and a for -profit or nonprofit subsidiary or affiliate organization, an organization with an overlapping board of directors, and an organization for which the Project Sponsor is responsible for appointing memberships. The Project Sponsor shall report this information to the City upon forming the relationship, or if already formed, shall report such relationship prior to or simultaneously with the execution of this Agreement. Any supplemental information shall be promptly reported to the City no later than in the next required Progress Report, as described above. 6.9 Publicity and Advertisements. The Project Sponsor shall ensure that all publicity and advertisements prepared and released by the Project Sponsor, such as pamphlets and news releases, related to activities funded by this Agreement, and all events carried out to publicize the accomplishments of any activities funded by this Agreement, recognize the City as one of its funding sources. 6.10 Procurement. The Project Sponsor shall make a positive effort to procure supplies, equipment, construction, or services to fulfill this Agreement from minority and women owned businesses, and to provide these sources the maximum feasible opportunity to compete for subcontracts to be performed pursuant to this Agreement. To the maximum extent feasible, these Page 25 of 42 businesses shall be located in or owned by residents of the community development areas designated by the City. 6.11 Additional Funding. The Project Sponsor shall not procure any other financing in connection with the Project or the Property without the prior written consent of the City, other than those financings disclosed to the City in writing as of the date hereof, which, for avoidance of doubt, are provided for in Section 5.17 of this Agreement. 6.12 Reversion of Assets. The Project Sponsor shall return to the City upon the expiration or termination of this Agreement any CDBG Funds on hand, any funds or accounts receivable attributable to the CDBG Funds, and any overpayments due to unearned funds or costs disallowed pursuant to the terms of this Agreement that were disbursed to the Project Sponsor by the City. Any funds not earned by the Project Sponsor prior to the expiration or termination of this Agreement, as described and provided for in OMB Circular No. A-122, shall be retained by the City. 6.13 Repayment of Funds Procedures. If, after notice and the expiration of any applicable cure period, for any reason during the Affordability Period any CDBG Assisted Unit fails to comply with the Affordability requirements of 24 CFR Part 92, the Project Sponsor shall repay to the City all funds received by the Project Sponsor pursuant to this Agreement, and interest thereon as provided in the CDBG Note. 6.14 Affirmative Marketing. The Project Sponsor shall comply with the affirmative marketing requirements and procedures provided on Exhibit "E" attached hereto and made a part hereof. Project Sponsor shall comply with the requirements of the affordable housing notice to City Officials in City of Miami Ordinance #13491. 6.15 Section 3 Clause. The Project Sponsor shall comply with the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended (12 U.S.C. 1701u): (A) The work to be performed under this contract is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u ("Section 3") The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD -assisted projects covered by Section 3, shall to the greatest extent feasible, be directed to Very Low Income Households as described in Section 3, particularly persons who are recipients of HUD assistance for housing. (B) The parties to this contract agree to comply with HUD's regulations in 24 CFR Part 75, which implement Section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the Part 75 regulations. Page 26 of 42 (c (D) The contractor agrees to send to each labor organization or representative of workers with which the contractor has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or worker's representative of the contractor's commitments under this Section 3 clause, and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the Section 3 preference, shall set forth minimum number and job titles subject to hire, availability of apprenticeship and training positions, the qualifications for each; and the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin. The contractor agrees to include this Section 3 clause in every subcontract subject to compliance with regulations in 24 CFR Part 75, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this Section 3 clause. The contractor will not subcontract with any subcontractor where the contractor has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 CFR Part 75. The contractor will certify that any vacant employment positions, including training positions, that are filled (1) after the contractor is selected but before the contract is executed, and (2) with persons other than those to whom the regulations of 24 CFR Part 75 require employment opportunities to be directed, were not filed to circumvent the contractor's obligations under 24 CFR Part 75. (F) Noncompliance with HUD's regulations in 24 CFR Part 75 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts. (G) With respect to work performed in connection with Section 3 covered Indian housing assistance, Section 7(b) of the Indian Self - Determination and Education Assistance Act (25 U.S.C. 450e) also applies to the work to be performed under this contract. Section 7(b) requires that to the greatest extent feasible (i) preference and opportunities for training and employment shall be given to Indians, and (ii) preference in the award of contracts and subcontracts shall be given to Indian organizations and Indian -owned Economic Enterprises. Parties to this contract that are subject to the provisions of Section 3 and Section 7(b) agree to comply with Section 3 to the maximum extent feasible, but not in derogation of compliance with Section 7(b). Page 27 of 42 6.16 Signage, Acknowledgement, Publicity. During the Term of this Agreement, the Project Sponsor shall furnish signage identifying the Project and shall acknowledge the contribution of the City by incorporating the seal of the City and the names of the City commissioners and officials in all documents, literature, pamphlets, advertisements, and signage, permanent or otherwise in accordance with Section 6.9 hereof. All such acknowledgments shall be in a form acceptable to the City, as provided on Exhibit "I" attached hereto and made a part hereof All publicity and advertisements prepared and released by the Project Sponsor related to the Project, such as pamphlets and news releases, and all events carried out to publicize the Project, shall recognize the City as one of the Project's funding sources. 6.17 Costs Incurred By the City. Notwithstanding any other provision of this Agreement, the Project Sponsor understands and agrees that $50,000.00 of the CDBG Funds were awarded to the Project for, and were used by the City to cover, costs incurred by the City on behalf of the Project. Such costs may include, but are not limited to, environmental advertising costs, recording fees, and project delivery. 6.18 Affirmative Action. The Project Sponsor shall not discriminate on the basis of race, color, national origin, sex, religion, age, sexual orientation, marital or family status or handicap/disability in connection with its performance under this Agreement or in connection with the occupancy of any CDBG Assisted Unit. Age discrimination and discrimination against minor dependents are also not permitted. The Borrower shall meet the equal opportunity and fair housing requirements of 24 C.F.R.§570.904. 6.19 Previously Funded City Projects. The Project Sponsor shall comply with: (1) all applicable reporting requirements relating to previously funded City projects which are under construction or in the affordability period, including OMB A-133, and (2) all applicable insurance requirements relating to such projects. 6.20 Compliance. (i) 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 the first draw request to the City, the Project Sponsor shall contact the City's Risk Management Department Safety Unit in writing to coordinate such inspection(s). Page 28 of 42 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. (ii) The Borrower shall comply at all times with all applicable CDBG Requirements including, but not limited to, those affecting the ownership, construction, use, and operation of the Project, and all other Legal Requirements. The Borrower shall at any time and from time to time upon the request of the City, at its sole cost and expense, execute, acknowledge and deliver such further notices and other documents and perform such other acts as may, in the opinion of the City, be necessary, desirable or proper to carry out more effectively the purposes of this Agreement and the other Loan Documents. 6.21 Draw Requests. Each Request for Disbursement of hard costs must be signed by the Project Sponsor, the Architect for the Project and the Contractor, and each Request for Disbursement of soft costs must be signed by the Project Sponsor, as more fully set forth in the Disbursement Agreement. The City shall not fund any draw request in an amount that exceeds the City's initial contribution percentage of the entire development cost of the project. Five percent (5%) of each draw request will be retained until the City has received as part of the Close-out of the Project, at the Project Sponsor's sole cost, a Final Cost Certification prepared by an independent certified public accountant, which must be acceptable to the City in both form and substance. 6.22 Insurance Proceeds. Notwithstanding anything to the contrary contained herein or in the other CDBG Loan Documents, the Project Sponsor may make insurance proceeds available for the restoration and repair of the Property and the Project if all of the following conditions are met: (i) the Project Sponsor is not in breach or default of any provision of the Mortgage or any other loan document between the Project Sponsor and Lender; (ii) the Project Sponsor determines that there will be sufficient funds, through insurance proceeds and contributions by the Project Sponsor, to (a) restore and repair the Property and the Project to a condition as close as reasonably possible to what previously existed, and (b) meet all operating costs and other expenses, payments for reserves and loan repayment obligations relating to the Property and the Project until completion of the restoration and repair of the Property and/or the Project to a condition as close as reasonably possible to what previously existed; (iii) the Project Sponsor determines that the rental income of the Project, after restoration and repair to a condition 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. Page 29 of 42 6.23 Condemnation Proceeds. Notwithstanding anything to the contrary contained herein or in the other CDBG Loan Documents, the Project Sponsor may make proceeds of condemnation available for the restoration and repair of the Property and the Project if all of the following conditions are met: (i) the Project Sponsor is not in breach or default of any provision of the Mortgage or any other CDBG Loan Document; (ii) the Project Sponsor determines that there will be sufficient funds, through condemnation proceeds and contributions by the Project Sponsor, to (a) restore and repair the Property and the Project to a condition as close as reasonably possible to what previously existed, due consideration given to the portion of the Property and the Project taken, and, (b) meet all operating costs and other expenses, payments for reserves and loan repayment obligations relating to the Project until completion of the restoration and repair of the Property and the Project to a condition as close as reasonably possible to what previously existed, due consideration given to the portion of the Property and the Project taken; and (iii) the Project Sponsor determines that the rental income of the Project, after restoration and repair of the Property and the Project to a condition as close as reasonably possible to what previously existed, due consideration given to the portion of the Property and the Project taken, will be sufficient to meet all operating costs and other expenses, payments for reserves and loan repayment obligations relating to the Project, and (iv) the Project Sponsor has received the City's written concurrence with such determination. 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 CDBG Assisted Units to remain Affordable at any time during the Affordability Period. (b) If any term, condition or representation contained in this Agreement or any of the other CDBG Loan Documents is materially untrue, substantially inaccurate or incomplete when made, or, if there is a material misrepresentation of fact or fraud contained in any document(s) submitted in support of this Agreement. (c) The substantial discontinuance of the construction of the Project for a period of fourteen (14) days which discontinuance is, in the sole determination of the City, without satisfactory cause. (d) Except as set forth in each of Sections 5.6, 5.17, and 6.5 of this Agreement, the sale, assignment, pledge, transfer, hypothecation or other encumbrance or disposition (except due to repair or replacement for normal wear and tear, and as a result of casualty or condemnation in accordance with this Agreement) of any proprietary or beneficial interest in the Project Sponsor's estate in the Property, or any change in operating control of the Project Page 30 of 42 Sponsor, without the prior approval of the City's HCLC or the City Commission, as appropriate. (e) In the event that the City reasonably determines that the Project is not being rehabilitated 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 materially comply with any term or provision of this Agreement or any of the CDBG Loan Documents, or the occurrence of an event of default under any of the other CDBG Loan Documents. Any change in zoning requirements or zoning classification of the Property initiated by the Project Sponsor, which in the City's sole discretion would materially interfere with the completion of construction of the Project or the ultimate operation of the Project as contemplated herein. (h) In the event that the City reasonably determines that there exists an event of default under and pursuant to the terms of any other agreement or obligation of any kind or nature whatsoever of the Project Sponsor to the City, direct or contingent, whether now or hereafter due, existing, created or arising. (i) In the event that the City determines, in its sole and absolute discretion, that there exists an event of default under and pursuant to the terms of any of the other Loan Documents and the continuance of such event beyond the applicable cure period, if any. 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 (a) (b) and (d) above for which the aforementioned cure period shall not apply). In the event a default which is permitted to be cured cannot practicably be cured within thirty (30) days, the Project Sponsor shall have such additional time as may be required to effect a cure, so long as (a) the cure is commenced within thirty (30) days and is diligently prosecuted and Page 31 of 42 (b) the lack of a cure during such continuing cure period has no material adverse effect on the Project. 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 (a) (b) and (d) above for which the aforementioned cure period shall not apply and except for cures which are continuing as provided in the preceding paragraph), and subject to the provisions of the last paragraph of this Section, the City shall have the absolute right, at its option and election and in its sole discretion to: (a) Specific Performance. Institute appropriate proceedings to specifically enforce performance of the terms and conditions of this Agreement; (b) Recapture of CDBG Funds. Demand that the Project Sponsor reimburse the City for the CDBG Funds disbursed to the Project Sponsor pursuant to this Agreement. The Project Sponsor shall reimburse City in the amount of the CDBG Funds disbursed to the Project Sponsor pursuant to this Agreement, subject to any limitations contained in the CDBG Note and/or Mortgage concerning Borrower's or Project Sponsor's liability for amounts due under the CDBG Loan Documents. (c) Suspension: Take one or more of the actions provided in Article XI hereof. (d) Termination. Terminate this Agreement as provided in Article X hereof. (e) Other Remedies. Exercise any other right, privilege or remedy available to the City as may be provided by applicable law, or in any of the other CDBG Documents. It is understood and agreed that the occurrence of an event of default under Section 7.1 (a) (b) or (d) shall immediately entitle the City to exercise any of the above described remedies without the need to give the Project Sponsor notice thereof or the opportunity to cure. The rights and remedies of the City hereunder shall be cumulative and not mutually exclusive, and the City may resort to any one or more or all of said remedies without exclusion of any other. No party other than the City, whether the Project Sponsor or a material man, laborer, subcontractor or supplier, shall have any interest in the CDBG Funds withheld because of a default hereunder, and shall not have any right to garnish or require or compel that payment thereof be applied toward the discharge or satisfaction of any claim or lien which any of them may have. The Investor Limited Partner, as identified in section 12.8 herein ("Investor Limited Partner"), may perform any and all acts or take such action as may be necessary for and on behalf of the Borrower to cure any Event of Default hereunder. City, in its sole and absolute discretion, may permit third parties to perform any and all acts or take such action as may be necessary for Page 32 of 42 and on behalf of the Borrower to cure any Event of Default hereunder. The acceptance by the City of any such performance by third parties shall not in any way diminish or absolve the Borrower of primary liability hereunder. 8.2 In addition to any other remedies provided for herein or in any of the other Loan Documents, upon the occurrence of an Event of Default: (a) All sums outstanding under the Note shall bear interest at the highest rate allowable by law from the date of disbursement, without notice to the Project Sponsor or any guarantor or endorser of the Note and without any affirmative action or declaration on the part of the City; (b) The Restrictive Covenant shall remain as a restriction on the Property throughout the Affordability Period; and (c) The Project Sponsor, Borrower, Project developer, managing partner(s) of the Project Sponsor, and/or other individuals, principals and/or other entities as determined by the City, will be debarred from receiving any City funding for a period of five (5) years. ARTICLE IX INDEMNIFICATION 9.1 The Project Sponsor shall indemnify, hold harmless, and defend the City, its officers, agents, directors, and/or employees, from liabilities, damages, 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 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 33 of 42 This indemnity will survive the cancellation or expiration of the Agreement. This indemnity will be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conforms to the limitations of §725.06 and/or §725.08, Florida Statutes, as applicable. The Project Sponsor shall require all Sub -contractor agreements, if applicable, to include a provision that they will indemnify the City. The Project Sponsor agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of the Project Sponsor in which the City participated either through review or concurrence of the Project Sponsor's actions. In reviewing, approving or rejecting any submissions by the Project Sponsor or other acts of the Project Sponsor, the City in no way assumes or shares any responsibility or liability of the Project Sponsor or Sub -contractor under this Agreements. 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 reasonably determines that the Project Sponsor is not making (or causing to be made) sufficient progress with regard to the construction of the CDBG Assisted Units (thereby endangering its ultimate performance under this Agreement) or is not complying with any material term or provision of this Agreement, following notice and the expiration of the applicable cure period. 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. 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 Page 34 of 42 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. §85.44. 10.4 The City may terminate this Agreement in accordance with the provisions of 24 CFR 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 CDBG 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 substantially incomplete documents. 11.2 The determinations and actions described in paragraph 11.1 above may be applied to all or any part of the activities funded pursuant to this Agreement. 11.3 The City will notify the Project Sponsor in writing of the type of action taken pursuant to this Article, by certified mail, return receipt requested, or by in person delivery with proof of delivery. The notification will include the reason(s) for such action, any conditions relating to the action, and the necessary corrective action(s). ARTICLE XII MISCELLANEOUS 12.1 Enforcement Methods. As a means of enforcing compliance with the CDBG Program, the City may utilize any enforcement measures it deems necessary. 12.2 Renegotiation or Modification. Modification of provisions of this Agreement shall be valid only when in writing and signed by the parties hereto. The parties agree to modify this Page 35 of 42 Agreement if the City determines, in its sole and absolute discretion, that federal, state, and/or local governmental revisions of any applicable laws or regulations, or increases or decreases in budget allocations, make changes to this Agreement necessary. The City shall be the final authority in determining whether or not funds for this Agreement are available due to federal, state and/or local governmental revisions of any applicable laws or regulations, or increases or decreases in budget allocations. 12.3 Right to Waive. The City may, for good and sufficient cause, as determined by the City in its sole and absolute discretion, waive provisions of this Agreement or seek to obtain such waiver from an appropriate authority. Waiver requests from the Project Sponsor shall be in writing. A waiver shall not be construed to be a modification of this Agreement. 12.4 Budget and CDBG Eligibility Activity Title Revisions. Revisions to the Budget shall be made in writing, and approved in writing by the City; however, such revisions shall not necessitate an amendment hereto unless the amount of the CDBG Loan to be granted hereunder is changed, or unless otherwise required by the City. A revision to the CDBG eligibility activity titles under which this Agreement's objectives are classified shall not require an amendment hereto. 12.5 Disputes. In the event an unresolved dispute exists between the Project Sponsor and the City, the City shall refer the issue, including the views of all interested parties and the recommendation of the City, to the City Manager, his designee, or such other official of the City who shall be authorized to exercise the authority of the City Manager in this regard (the "C 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 Proceedings. The Agreement shall be construed in accordance with the laws of the State of Florida and any proceedings arising between the parties in any manner pertaining or relating to this Agreement shall, to the extent permitted by law, be held in Miami -Dade County, Florida. 12.8 Notices and Contact. All notices under this Agreement shall be in writing and addressed as follows: Page 36 of 42 To City: With Copy To: To Project Sponsor: With Copy to: 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 City Attorney City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 Attn: Victoria Mendez Edison Towers, LLLP 5900 NW 7th Avenue Suite 102 Miami, FL 33127 Attn: Carol Gardner Deborah Edwards, Edwards & Feanny, P.A. 9580 SW 107 Avenue, Suite 204B Miami, FL 33176 To the Investor Limited Partner: RBC Community Investments, LLC 600 Superior Avenue Suite 2300 Cleveland, Ohio 44114 Attention: President and General Counsel With a copy to: Nixon Peabody LLP Exchange Place 53 State Street Boston, Massachusetts 02109 Attention: Roger W. Holmes 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. Neither giving nor failure to give notice to the Investor Limited Partner, as described in this section, will impact the validity of notice given to Borrower. 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 Page 37 of 42 hereto to be modified, or to be deleted if modification is inappropriate, to cause the provision to be consistent with the law or regulation. However, the obligations under this Agreement, as modified, shall continue and all other provisions of this Agreement shall remain in full force and effect. 12.10 Entire Agreement. This Agreement and its Exhibits and Schedules described as follows contain all the terms and conditions of the Agreement between the parties: Exhibit "A" Exhibit "B" Exhibit "C" Exhibit "D" Exhibit "E" Exhibit "F" Exhibit "G" Exhibit "H" Exhibit "I" Exhibit "J" Schedule A Legal Description Scope of Work /Project Schedule Budget Form of Disbursement Agreement Affirmative Marketing Requirements Form of Mortgage Form of Covenant 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, ITS 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 ITS SUBCONTRACTORS, NOR ANY OTHER PERSON OR ENTITY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE PARTIES HERETO, AND THE PROVISIONS HEREOF SHALL BE SUBJECT TO NO EXCEPTIONS. NEITHER PARTY TO THIS AGREEMENT HAS IN ANY MANNER AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCES. 12.12 HCLC Award Memoranda. The award memoranda and decisions of the HCLC dated July 19, 2022 ("Award Memoranda") are hereby incorporated by reference. To the extent of any conflict between the Award Memoranda and the CDBG Loan Documents and when interpreting the intent of the CDBG Loan Documents, whichever provision is strictest will control. Page 38 of 42 12.13 Governing Law and Venue. This Agreement shall be construed and enforced pursuant to the laws of the State of Florida, excluding all principles of choice of laws, conflict of laws and comity. Any action pursuant to a dispute under this Agreement must be brought in Miami -Dade County and no other venue. All meetings to resolve said dispute, including voluntary arbitration, mediation, or other alternative dispute resolution mechanism, will take place in this venue. The parties both waive any defense that venue in Miami -Dade County is not convenient. 12.14 OMITTED 12.15 Increase in Project Costs. In the event that the Project's costs increase by ten percent (10%) or more of the Budget that is attached as Exhibit "C", and Project Sponsor is unable to secure the requisite funding to cover the additional expense within 60 days before the Project's construction commences, then the City is permitted to recommend to HCLC that the CDBG Funds should be de -obligated for this Project. 12.16 Tenant Lottery. The selection of eligible tenants to occupy the CDBG Assisted Units shall be from the results of a tenant lottery, which shall be conducted with a representative of the City of Miami present. In addition, the Project Sponsor and the CDBG Assisted Units shall comply with the requirements of the City of Miami Ordinance #13645 regarding Resident Preference. 12.17 Costs, Including Attorney's Fees. In the event litigation, arbitration, or mediation, between the parties hereto, arises out of the terms of this Agreement, each party shall be responsible for its own attorney's fees, costs, charges, and expenses through the conclusion of all appellate proceedings, and including any final settlement or judgment. 12.18 The Borrower's obligations pursuant to this Agreement shall be binding upon and inure to the respective heirs, personal and legal representatives, trustees and successors and assigns of the Parties hereto, including each and every such 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 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. Page 39 of 42 12.20 The parties hereto agree that the Loan will be non recourse except that the exceptions to non -recourse liability applicable to any Permitted Senior Financing shall also apply to this Loan. 12.21 The Borrower has represented that no Florida documentary stamps or intangible taxes are required to paid on the Note or the Mortgage. The Borrower hereby agrees to indemnify and to defend and hold the Lender and all of its affiliates, successors, and assigns harmless against any and all documentary stamp taxes and intangible taxes, if any, imposed assessed or claimed as a result of or arising out of: (i) Lender's acceptance and/or ownership of the Note or Mortgage (or any other loan document pertaining to the loan referenced to therein); or (ii) the execution or delivery of the Note and the Mortgage (or any other loan document pertaining to the loan referred to therein) (it being understood that any reference herein to documentary stamp taxes and intangible taxes include any and all penalties, interest and attorneys' fees incurred by the Lender in connection therewith), and the Borrower agrees to pay any and all such documentary stamp taxes or intangible taxes upon demand. In the event of a failure by the Borrower to pay such documentary stamp taxes and intangible taxes upon demand and should the Lender elect to pay the same, all such charges shall be secured by the lien of the Note and the Mortgage and shall bear interest at the Default Rate, as provided in the Note, from the date of advance by the Lender until paid by the Borrower. The provisions of this Section shall survive repayment of the Notes and the satisfaction of the Note and Mortgage so long as a claim may be asserted by the State of Florida or any of its agencies. [Signature Pages to Follow] Page 40 of 42 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their undersigned officials as duly authorized. WITNESSES: Sig Print Name: Mtft,,5q Sign: Print Name: PROJECT SPONSOR: EDISON TOWERS, LLLP, a Florida limited liability limited partnership By: Edison Towers GP, LLC, a Florida limited liability company, its sole general partner 44her, 1241.. ttc By: Name: Carol Gardner Title: President ACKNOWLEDGMENT STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me by means of ICKohysical presence or El online notarization, this 4112 day of &MeM, 2022, by Carol Gardner, as President of Edison Towers GP, LLC., the general partner of Edison Towers, LLLP, a Florida limited liability limited partnership, on behalf of the partnership. She is_perccnally known to me pr has produced as identification. (NOTARY PUBLIC SEAL) Syr a Notary public State of Florida F Shamika S. Gordon My Commission HH 042939 Expires0911512024 Borrower's Signature Page CDBG $3.5M Loan Agreement AAuditat:4464, Signature of Person Taking Acknowledgment (Printed, Typed, or Stamped Name of Notary Public) Serial Number, if any Page yf of y/Oiti IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their undersigned officials as duly authorized. ATTEST: odd Hanno Date: APPROVE REQUI CITY: CITY OF MIAMI, a municipal corporation of the State of Florida By: STO ENTS: -Marie S ► • Director of% agement NCE APPROVED AS TO DE R'M NTAL REQUIREMENTS: I De4ment of Housing and evelopment ) Arthur Norie_.. , City Manager APPROVED AS TO FORM AND CORRECTN SS: By. Victoria Mende City Attorney EXHIBIT "A" LEGAL DESCRIPTION OF THE PROPERTY A PORTION OF TRACT A OF TACOLCY GARDENS, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 137, PAGE 51, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE N.W. CORNER OF AFOREMENTIONED TRACT A; THENCE RUN S 89°24'55 E ALONG THE NORTH LINE OF SAID TRACT A, A DISTANCE OF 116.00 FEET TO A POINT; THENCE RUN S 00°00'O1" E A DISTANCE OF 21.00 FEET; THENCE RUN S 89°24'55" E A DISTANCE OF 20.37 FEET; THENCE RUN S 00°00'0l" E A DISTANCE OF 28.89 FEET; THENCE RUN N 89°41'23" E A DISTANCE OF 19.21 FEET; THENCE RUN S 00°03'12" E A DISTANCE OF 355.65 FEET TO THE A POINT ON THE SOUTH LINE OF TRACT A; THENCE RUN N 89°24'30" W A DISTANCE OF 131.18 FEET TO A POINT ON A CIRCULAR CURVE CONCAVE TO NORTHEAST, HAVING A RADIUS OF 25.00 FEET, A CENTRAL ANGLE OF 89°24'30" AND AN ARC LENGTH OF 39.01 FEET; THENCE RUN NORTH ALONG THE WEST LINE OF TRACT A, A DISTANCE OF 380.47 FEET TO THE POINT OF BEGINNING. EXHIBIT "B" SCOPE OF WORK /PROJECT SCHEDULE Overall Specific work to be performed: A. Site Related Scope - (Not applicable) B. Life Safety 1. Fire extinguishers, fire ratings. 2. Railings/handrails/safeguards C. A.D.A. Compliance 1. General common building areas, restrooms, clubhouse, office and units @ ground floor. D. Building Exterior 1. Roofing system/Drainage/Insulation 2. Stucco/Plaster/Trims 3. Waterproofing/Painting/Coating/Insulation 4. Structural Repairs Stairways (If required) 5. Signage 6. Exterior Lighting (Building), Exit Signs, Emergency Lights, etc. 7. Exterior Doors, Units & Common Building Area - Metal and/or Impact 8. Exterior Windows (Impact) E. Common Interiors (Corridors) 1. Flooring/Baseboards 2. Door/Hardware/Millwork 3. Lighting 4. Ceilings 5. Painting 6. Signage 7. Air Conditioning 8. Fire Sprinkler F. Typical Unit Interior - Level 1 Alterations - All Partitions to Remain Interior Scope: 1. ADA/FHA - ADA 6 units - FHA all other ground floor units 2. AC System - AHU on new stand/cu on roof new stand/ref. lines/condensate lines/thermostat -Note: No new bathroom exhaust, kitchen exhaust or new PTAC's. 3. Electrical Fixtures 4. Water heaters - low boy or tankless - Replacement 5. Plumbing Upgrades and Fixtures - Replacement 6. Fire Suppression (Fire Sprinkler System in Units) - Existing to remain 7. All New Perimeter Drywall/Insulation 8. Kitchen Cabinets/Countertops - Replacement 9. Kitchen Appliances - Replacement 10. Lighting Fixtures - Replacement 11. Bath Vanities - Replacement 12. Vinyl plank "wood look" Flooring and 5 1/4" fg paint grade wood Baseboards (Units/Baths) 13. Doors and Casings - New 14. Ceilings Light Coat Texture Finish & Paint 15. Walls Light Coat Texture Finish & Paint 16. Closet Shelving - New EXHIBIT "C" BUDGET City of Miami - Department of Community Development COST ALLOCATION REPORT Financing Sources: Specify Name Total Project % City CDBG Other: Tax Exempt Bonds Other: Seller Financing Other: Sponsor Loan Other: Deferred Developer Fee Equity Investment Land Acquisition 18,500,000 43% 3,500,000 3,500,000 11,500,000 - - Hard Costs - 3,836,346 - 8,303,096 Construction (incl. Site work) 12,139,441 28% Construction contingency 1,576,242 4% - 1,576,242 Construction: Concrete/Soil Test 0% Appliances 0% Construction Supervision 58,800 0% 58,800 Total Hard Costs 13,774,483 32% - 3,836,346 - - - 9,938,138 Soft Costs 511,500 511,500 Arch Design, Civil Engineering 1% Impact & School Fees 0% Permits / Fees 256,700 1% 256,700 Legal 490,000 1% 490,000 Licenses / Environmental / Util Fees 85,000 0% 85,000 Appraisal / Surveys 36,000 0% 36,000 Insurance: Construction Period 475,431 1% 475,431 Marketing / Advertising 175,000 0% 175,000 Loan Closing / Financing Fees 2,009,710 5% 2,009,710 Interest / Carrying Costs 2,907,715 7% 1,647,592 1,260,123 Title Insurance & Recording 260,000 1% 260,000 Taxes 0% Construction Acctg 35,000 0% 35,000 For Use by City: City incurred costs 0% Developer's Fees & Overhead 3,639,241 8% 1,852,408 1,786,833 - Soft Cost Contingency 150,000 0% i 150,000 Total Soft Costs 11,031,297 25% - - - 3,500,000 1,786,833 5,744,464 Total Project Cost 43,305,780 100% 3,500,000 7,336,346 11,500,000 3,500,000 1,786,833 15,682,602 Percent of City Funding to TDC Total Units Number of City Units Percent of City Units to Total Units City Subsidy Per Assisted Unit 9/29/2022 7:56 8% #DIV/0! #VALUE! Total Square Footage Total Cost per S/F 9840 0.000101626 Total Livable Area Total Livable Area of City Assisted Units Percent of City Area to Total 13800000 #VALUE! EXHIBIT "D" FORM OF DISBURSEMENT AGREEMENT EXHIBIT "E" AFFIRMATIVE MARKETING PROCEDURES AND RESPONSIBILITIES Note to all applicants/respondents: This form was developed with Nuance, the official HUD software for the creation of HUD forms. HUD has made available instructions for downloading a free installation of a Nuance reader that allows the user to fill-in and save this form in Nuance. Please see htto://oortal.hud.gov/hudportal/documents/huddoc?id=nuancereaderinstall.pdf for the instructions. Using Nuance software is the only means of completing this form. Affirmative Fair Housing Marketing Plan (AFHMP) - Multifamily Housing U.S. Department of Housing and Urban Development Office of Fair Housing and Equal Opportunity OMB Approval No. 2529-0013 (exp.12/31 /2016) la. Project Name & Address (including City, County, State & Zip Code) Edison Towers, LLLP 5821 7th Avenue Miami, Florida 33127 1 b. Project Contract Number lc. No. of Units 115 1 d. Census Tract le. Housing/Expanded Housing Market Area Housing Market Area: Miami/MiamiDade Expanded Housing Market Area:Miami/MiamiDade d 1f. Managing Agent Name, Address (including City, County, State & Zip Code), Telephone Number & Email Address Tacolcy Property Management Corporation 5900 NW 7th Avenue, Suite 102, Miami, Florida 33127 305-757-3737 & jmnkande@tedcbuilds.org 1g. Application/Owner/Developer Name, Address (including City, County, State & Zip Code), Telephone Number & Email Address Carol Gardner, Tacolcy Economic Development Corporation 5900 NW 7th Avenue, Suite 102, Miami, Florida 33127 305-757-3737& cgardner@tedcbuilds.org lh. Entity Responsible for Marketing (check all that apply) 0 Owner 0 Agent Other (specify) Position, Name (if known), Address ( including City, County, State & Zip Code), Telephone Number & Email Address Regional Property Manager,Josephine Mnkande, 5900 NW 7th Avenue, Suite 102, Miami, Florida 33127 & jmnkande@tedcbuilds.org 1 i. To whom should approval and other correspondence concerning this AFHMP be sent? Indicate Name, Address (including City, State & Zip Code), Telephone Number & E-Mail Address. Carol Gardner, Tacolcy Economic DevelopmentCorporation, 5900 NW 7th Avenue, Suite 102, Miami, FL 33127 305-757-3737, cgardner@tedcbuilds.org 2a. Affirmative Fair Housing Marketing Plan Plan Type Initial Plan Reason(s) for current update: Date of the First Approved AFHMP: Lequired 2b. HUD -Approved Occupancy of the Project (check all that apply) ZEIderly 0 Family El Mixed (Elderly/Disabled) El Disabled 2c. Date of Initial Occupancy 2d. Advertising Start Date Advertising must begin at least 90 days prior to initial or renewed occupancy for new construction and substantial rehabilitation projects. Date advertising began or will begin For existing projects, select below the reason advertising will be used: To fill existing unit vacancies ❑ To place applicants on a waiting list Z (which currently has To reopen a closed waiting list ❑ (which currently has 18 individuals) individuals) 3a. Demographics of Project and Housing Market Area Complete and submit Worksheet 1. 3b. Targeted Marketing Activity Based on your completed Worksheet 1, indicate which demographic group(s) in the housing market area is/are least likely to apply for the housing without special outreach efforts. (check all that apply) ❑✓ White ❑✓ American Indian or Alaska Native QAsian ❑ Native Hawaiian or Other Pacific Islander ❑✓ Hispanic or Latino ['Families with Children ❑ Other ethnic group, religion, etc. (specify) ❑ Black or African American ❑ Persons with Disabilities 4a. Residency Preference Is the owner requesting a residency preference? If yes, complete questions 1 through 5. If no, proceed to Block 4b. (1) Type Continuation of Existing Preference No (2) Is the residency preference area: The same as the AFHMP housing/expanded housing market area as identified in Block 1 e? Please Select Yes or No The same as the residency preference area of the local PHA in whose jurisdiction the project is located? (3) What is the geographic area for the residency preference? Please 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. 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 p Other (specify) 5b. Affirmative Fair Housing Marketing Plan The AFHMP must be available for public inspection at the sales or rental office (24 CFR 200.625). Check below all locations where the AFHMP will be made available. Z Rental Office El Real Estate Office D Model Unit ID Other (specify) 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 Ej Model Unit Z Entrance to Project El Other (specify) The size of the Project Site Sign will be 36 x 120 The Equal Housing Opportunity logo or slogan or statement will be x 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. Through advertising with Apartment .com we are able to review weekly reports on prospects. We will focus more on the lest likely prospects. Previous editions are obsolete Page 3 of 8 Form HUD-935.2A (12/2011) 7a. Marketing Staff What staff positions are/will be responsible for affirmative marketing? Leasing Consultant, Property Manager and Regional Property 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? Yes Yes Housing Opportunities Project of Excellence (HOPE) INC, Robin Collins and Keenya Robertson. 11501 NW 2nd Avenue, Miami, Florida 33168 (4) Do you periodically assess staff skills on the use of the AFHMP and the application of the Fair Housing Act? Yes (5) f yes, how and how often? Yearly 7c. Tenant Selection Training/Staff (1) Has staff been trained on tenant selection in accordance with the project's occupancy policy, including any residency preferences? Yes (2) What staff positions are/will be responsible for tenant selection? Leasing Consultant, Property Manager and Regional Property Manager 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. HOPE, INC Training completed August 30, 2018. It covered all Federal, State,and Local Housing Laws and Civil Rights. Requirements, included Title VIII, Title VI and Section 504. Previous editions are obsolete Page 4 of 8 Form HUD-935.2A (12/2011) 8. Additional Considerations Is there anything else you would like to tell us about your AFHMP to help ensure that your program is marketed to those least likely to apply for housing in your project? Please attach additional sheets, as needed. 9. Review and Update By signing this form, the applicant/respondent agrees to implement its AFHMP, and to review and update its AFHMP in accordance with the instructions to item 9 of this form in order to ensure continued compliance with HUD's Affirmative Fair Housing Marketing Regulations (see 24 CFR Part 200, Subpart M). I hereby certify that all the information stated herein, as well as any information provided in the accompaniment herewith, is true and accurate. Warning: HUD will prosecute false claims and statements. Conviction may result in criminal and/or civil penalties. (See 18 U.S.C. 1001, 1010, 1012; 31 U.S.C. 3729, 3802). Signature of person submitting this Plan & Date of Submission (mm/dd/yyyy) Name (type or print) Carol Gardner Title & Name of Company President & Tacolcy Economic Development Corporation For HUD -Office of Housing Use Only Reviewing Official: For HUD -Office of Fair Housing and Equal Opportunity Use Only ❑ Approval ❑ Disapproval Signature & Date (mm/dd/yyyy) Signature & Date (mm/dd/yyyy) Name (type or print) Title Name (type or print) Title Previous editions are obsolete Paae 5 of 8 Form HUD-935.2A (12/20111 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, 1 c, 1 g, lh, and li are self- explanatory. Block 1 d- Respondents may obtain the Census tract number from the U.S. Census Bureau (http://factfinder2.census.qov/main.html) when completing Worksheet One. Block le- Respondents should identify both the housing market area and the expanded housing market area for their multifamily housing projects. Use abbreviations if necessary. A housing market area is the area from which a multifamily housing project owner/agent may reasonably expect to draw a substantial number of its tenants. This could be a county or Metropolitan Division. The U.S. Census Bureau provides a range of levels to draw from. An expanded housing market area is a larger geographic area, such as a Metropolitan Division or a Metropolitan Statistical Area, which may provide additional 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 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 altemative 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. Altemative 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) Part 6 - Evaluation of Marketing Activities. Part 9 - Review and Update. 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) Worksheet 1: Determining Demographic Groups Least Likely to Apply for Housing Opportunities (See AFHMP, Block 3b) In the respective columns below, indicate the percentage of demographic groups among the project's residents, current project applicant data, census tract, housing market area, and expanded housing market area (See instructions to Block 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 Projects Residents Project's Applicant Data Census Tract Housing Market Area Expanded Housing Market Area %White 2 2.0 6.6 1.0 73.8 % Black or African American 16 16 89.9 99 18.9 % Hispanic or Latino 0 0 9.9 5.6 65 Asian 0 0 12 0.0 2 % American Indian or Alaskan Native 0 0 0.6 0.0 .2 % Native Hawaiian or Pacific Islander 0 — 0.0 .. 0.0 0.0 0.0 %Persons with Disabilities 0 0 28.5 11.9 10.3 % Families with Children under the age of 18 0 0 7.8 47.3 ` 30.6 Other (specify) Worksheet 2: Establishing a Residency Preference Area (See AFHMP, Block 4a) Complete this Worksheet if you wish to continue, revise, or add a residency preference, which is a preference for admission of persons who reside or work in a specified geographic area (see 24 CFR 5.655(c)(1)(ii)). If a residency preference is utilized, the preference must be in accordance with the non-discrimination and equal opportunity requirements contained in 24 CFR 5.105(a). This Worksheet will help show how the percentage of the population in the residency preference area compares to the demographics of the project 's residents, applicant data, census tract, housing market area, and expanded housing market area. Please attach a map clearly delineating the residency preference geographical area. Demographic Characteristics Project's Residents (as determined in Worksheet 1) Project's Applicant Data (as determined in Worksheet 1) Census Tract (as determined in Worksheet 1) Housing Market Area (as determined in Worksheet 1) Expanded Housing Market Area (as determined in Worksheet 1) Residency Preference Area (if applicable) % White % Black or African American ' % Hispanic or Latino % Asian % American Indian or Alaskan Native % Native Hawaiian or Pacific Islander % Persons with Disabilities % Families with Children under the age of 18 Other (specify) 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. Hispanic Miami Behavior Health Maria Jimenez 3850 W Flager Street 305-744-3300 White Douglas Gardens Mimi Walzer 5200 NE 2nd Avenue 305-762-1420 White, Asian, Hispanic Human Service Coalition Walker Sainvil 26 NE 17 Terrace 305-576-1718 Asian Community Resources Center 16320 NW 48th Avenue 786-802-3882 Worksheet 4: Proposed Marketing Activities — Methods of Advertising (See AFHMP, Block 4c) Complete the following table by identifying your targeted marketing population(s), as indicated in Block 3b, as well as the methods of advertising that will be used to market to that population. For each targeted population, state the means of advertising that you will use as applicable to that group and the reason for choosing this media. In each block, in addition to specifying the media that will be used (e.g., name of newspaper, television station, website, location of bulletin board, etc.) state any language(s) in which the material will be provided, identify any altemative format(s) to be used (e.g. Braille, large print, etc.), and specify the logo(s) (as well as size) that will appear on the various materials. Attach additional pages, if necessary, for further explanation. Please attach a copy of the advertising or marketing material. Targeted Population(s)—. Methods of Advertising 1 Targeted Population: Targeted Population: Targeted Population: Newspaper(s) Radio Station(s) TV Station(s) Electronic Media Bulletin Boards Brochures, Notices, Flyers Other (specify) EXHIBIT "F" FORM OF MORTGAGE EXHIBIT "G" FORM OF COVENANT EXHIBIT "H" RENT REGULATORY AGREEMENT Font size: 86 pt EXHIBIT "I" SIGNAGE REQUIREMENTS Alma Oaax ale la Paxtllla Kn Russell i3m}.�3 Joe Caroni, ManManolo Malts Cneasn** Kiss Building Better Neighborhoods Project Construction Cost: X X..X.xax Contribution 05.416.20 This project is located in District X represented by City of Miami Commissioner INSERT NAME HERE 4' r d' Pressure Swains 4 mi cost .tn11 a..amcanod void) mil mllw and mountwd % 1,7.1.4i rich vaenest'.ld of o reac1 tuck orc Akznfer¢ Crsteek • Paolo** RMa. qua C 1 • Femme 117 C ■ Pigeons e71 C ■ 131act Font size: 230 pt Font size: 314 pt Font size: 168 pt nt size: 192 pt Font size: 175 pt Font size: 165 pt Font size: 270 pt EXHIBIT "J" ADDITIONAL INSURANCE REQUIREMENTS EXHIBIT J INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE - PROJECT SPONSOR CDGB FUNDING PROJECTS 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 Exposures Waiver of Subrogation Explosion, Collapse and Underground Hazard Primary and Non Contributory 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 listed as additional insured Insurance Exhibit 1 III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation Employer's Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident. $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit IV. Builders' Risk (Project Sponsor or General Contractor) A. Limits of Liability- to be determined by according the terms of the Construction contract. A. Coverage extensions as provided by carrier B. City of Miami listed as loss payee 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. 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 Exhibit 2 EXHIBIT J INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE - GENERAL CONTRACTOR CDGB FUNDING PROJECTS 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 Exposures Waiver of Subrogation Explosion, Collapse and Underground Hazard Extended Products and Completed Operations minimum 3 years Primary and Non Contributory 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 listed as additional insured Insurance Exhibit 1 III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation Employer's Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident. $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit IV. Umbrella Policy A. Limits of Liability Each Occurrence Policy Aggregate $ 2,000,000 $ 2,000,000 City listed as additional insured. Coverage is excess over the general liability and auto policies. V. Payment and Performance Bond City of Miami listed as Obligee VI. Builders' Risk (Project Sponsor or General Contractor) A. Limits of Liability- to be determined by according the terms of the Construction contract. A. Coverage extensions as provided by carrier B. City of Miami listed as loss payee Insurance Exhibit 2 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. 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 Exhibit 3 • EDISOTOW ACORDT, CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YYYY) 09/26/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER USI Insurance Services, LLC 201 Alhambra Circle Suite 1401 Coral Gables, FL 33134 CONTACT Ana Almeida PHONE 786-454-2038 FAX (A/C, No, Eta): (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIL # INSURER A : Accelerant Specialty Ins 16890 INSURED Edison Towers, LLLP 5900 NW 7th Avenue, Suite 102 Miami, FL 33127 INSURER B : Scottsdale Insurance Company 41297 INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR OF INSURANCE ADDTYPE INSRL SUER WVD POLICY NUMBER POLICY EFF (MMIDD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY X 022396533 09/23/2022 03/23/2024 EACH OCCURRENCE $1,000,000 PREMISES (ERENTED occu ence) $ Excluded CLAIMS -MADE X OCCUR MED EXP (Any one person) $ Excluded Retention $10K PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES JECOT PER: LOC PRODUCTS - COMP/OPAGG $2,000,000 $ A AUTOMOBILE _ — LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY y A SCHEDULED AUTOS NON -OWNED AUTOS ONLY 022396533 09/23/2022 03/23/2024 (Ea acBciideoISINGLE LIMIT $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ B x UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE X 22396547 09/23/2022 03/23/2024 EACH OCCURRENCE $5,000,000 AGGREGATE $5,000,000 DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N / A PER STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space 1s required) Site Address: 5821 NW 7th Avenue, Miami FL 33127 Certificate Holder is listed as Additional Insured on the General Liability and Umbrella as required by contract. Terrorism is included 30 days notice in the event of cancellation CERTIFICATE HOLDER CANCELLATION City of Miami 444 SW 2nd Ave Miami, FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE zi✓c 6a,A, ACORD 25 (2016/03) 1 of 1 #S37090790/M35948111 © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AAGEV This page has been left blank intentionally. ACORDT, EVIDENCE OF COMMERCIAL PROPERTY INSURANCE DATE(MM/DDIYYYY) 09/26/2022 THIS EVIDENCE OF COMMERCIAL PROPERTY INSURANCE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE ADDITIONAL INTEREST NAMED BELOW. THIS EVIDENCE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS EVIDENCE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE ADDITIONAL INTEREST. PRODUCER NAME, if PHONE (A/C, No, Ext): 305 669-6000 COMPANY NAME AND ADDRESS Zurich North America IF MULTIPLE COMPANIES, COMPLETE SEPARATE NAIC NO: 16535 CONTACT PERSON AND ADDRESS USI Insurance Services, LLC/CL 201 Alhambra Circle, Suite 1401 Coral Gables, FL 33134-5108 FORM FOR EACH FAX A -MAIL Richard.Baer@usi.com (A/C No): ADDRESS: CODE: SUB CODE: POLICY TYPE Builders Risk AGENCY CUSTOMER ID #: 105491 NAMED INSURED AND ADDRESS Edison Towers, LLLP 5900 NW 7th Avenue, Suite 102 Miami, FL 33127-6673 LOAN NUMBER POLICY NUMBER EC78620403 EFFECTIVE DATE 09/23/2022 EXPIRATION DATE 03/23/2024 CONTINUED UNTIL IF CHECKED TERMINATED ADDITIONAL NAMED INSURED(S) 'THIS REPLACES PRIOR EVIDENCE DATED: PROPERTY INFORMATION (ACORD 101 may be attached if more space is required) ® BUILDING OR ❑ BUSINESS PERSONAL PROPERTY LOCATION/DESCRIPTION 5821 NW 7th Avenue, Miami, FL 33127 THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS EVIDENCE OF PROPERTY INSURANCE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. COVERAGE INFORMATION PERILS INSURED J�BASIC BROAD X SPECIAL COMMERCIAL PROPERTY COVERAGE AMOUNT OF INSURANCE: $ $17,141,021 Builders Risk DED: $25,000 YES NO N/A ® BUSINESS INCOME 0 RENTAL VALUE X If YES, LIMIT: 735,078 Actual Loss Sustained; # of months BLANKET COVERAGE If YES, indicate value(s) reported on property identified above: $ TERRORISM COVERAGE X Attach Disclosure Notice / DEC IS THERE A TERRORISM -SPECIFIC EXCLUSION? IS DOMESTIC TERRORISM EXCLUDED? LIMITED FUNGUS COVERAGE X If YES, LIMIT: DED: FUNGUS EXCLUSION (IF "YES", specify organization's form used) X REPLACEMENT COST X AGREED VALUE X COINSURANCE X If YES, % EQUIPMENT BREAKDOWN (If Applicable) X If YES, LIMIT: DED: INCLUDED ORDINANCE OR LAW - Coverage for loss to undamaged portion of bldg X If YES, LIMIT: 17,141,021 DED: INCLUDED - Demolition Costs X If YES, LIMIT: 1,000,000 DED: INCLUDED - Incr. Cost of Construction X If YES, LIMIT: 1,000,000 DED: EARTH MOVEMENT (If Applicable) X If YES, LIMIT: DED: FLOOD (If Applicable) X If YES, LIMIT: DED: WIND/HAIL INCL X YES n NO Subject to Different Provisions X If YES, LIMIT: DED: NAMED STORM INCL X YES 0 NO Subject to Different Provisions X If YES, LIMIT: DED: PERMISSION TO WAIVE SUBROGATION IN FAVOR OF MORTGAGE HOLDER PRIOR TO LOSS X CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ADDITIONAL INTEREST CONTRACT OF SALE MORTGAGEE LENDERS LOSS PAYABLE X LOSS PAYEE LENDER SERVICING AGENT NAME AND ADDRESS X NAME AND ADDRESS City of Miami 444 SW 2nd Avenue Miami, FL 33130 AUTHO IZED RE RESENTA WE tte OWL S 396156 Page 1 of 2 © 2003-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AAGEV ACORD 28 (2016/03) EVIDENCE OF COMMERCIAL PROPERTY INSURANCE REMARKS - Including Special Conditions (Use only if more space is required) Business Income Deductible -14 Consecutive Days Waiting Period Property While in Transit $ 250,000 Deductible $ 25,000 Soft Costs $ 300,000 Deductible 14 Consecutive Days Waiting Period Named Storm Deductible - 3% of values at risk subject to $100,000 minimum ACORD 28 (2016/03) S 396156 Page2 of 2 AAGEV / l ® A`R o CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDIYYYY) 09/26/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the po icy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Brown & Brown of Florida, Inc. 1201 W Cypress Creek Rd yp Suite 130 Fort Lauderdale FL 33309 CONTACT NAME: PHONE Ext): (954) 776-2222 FAX No): (954) 776-4446 E-MAIL 053.Certs@bbrown.com ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Amerisure Insurance Company 19488 INSURED T & G Corporation dba T & G Constructors 8348 NW 56th Street Doral FL 33166 INSURER B : The North River Insurance Company 21105 INSURER C : Underwriters at Lloyds INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 21-22 Master REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLIC ES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MMIDDIYYYY) POLICY EXP (MM/DDIYYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y CPP21130400201 10/01/2021 10/01/2022 EACH OCCURRENCE $ 1,000,000 DAMAGE TO PREMISES (Ea occccur ence) $ 1,000,000 CLAIMS -MADE X OCCUR MED EXP (Any one person) $ 10,000 X XCU Included PERSONAL BADV INJURY $ 1,000,000 X $1,000 PD Ded Per claim GEN'LAGGREGATE P POLICY OTHER: X LIMIT APPLIES PER: PRO JECT LOC GENERAL AGGREGATE $ 2,000.000 PRODUCTS - COMP/OP AGG 2,000,000 $ $ A AUTOMOBILE X _ LIABILITY ANYAUTO OWNED AUTOS ONLY HIRED AUTOS ONLY _ SCHEDULED AUTOS NON -OWNED AUTOS ONLY Y CA21130390205 10/01/2021 10/01/2022 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ B X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE Y 5821175916 10/01/2021 10/01/2022 EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 20,000,000 DED X RETENTION $ 0 $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y/N N NIA Y WC211303802 10/01/2021 10/01/2022 %' PSEATUTE OTH ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1.000,000 E.L. DISEASE - POLICY LIMIT 1,000 00 $ C Professional and Pollution Liability ANE460139521 10/01/2021 10/01/2022 $25,000 Retention $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may he attached if more space is required) Certificate Holder is included as Additional Insured with respect to General Liability on a Primary and Non-Nontributory basis as required by written contract. Certificate Holder is included as Additional Insured on Business Automobile and Commercial Excess Liability policies as required by written contract. Waiver of Subrogation applies in favor of the certificate holder with respect to General Liability and Workers Compensation. The Excess Liaiblity is follow form and extends coverage for General Liability and Workers Compensation policies. 30 days Notice of Cancellation applies except 10 days for non-payment of premium. CERTIFICATE HOLDER CANCELLATION City of Miami 444 SW 2nd Avenue Mami FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. FLORIDA CONTRACTORS GENERAL LIABILITY EXTENSION ENDORSEMENT TABLE OF CONTENTS Page 1. Additional Definitions 9 2. Aggregate Limits Per Location 7 3. Aggregate Limits Per Project 7 4. Blanket Contractual Liability — Railroads 3 5. Broadened Bodily Injury Coverage 11 6. Broadened Knowledge Of Occurrence 8 7. Broadened Legal Liability Coverage For Landlord's Business Personal Property 8 8. Broadened Liability Coverage For Damage To Your Product And Your Work 10 9. Broadened Who Is An Insured 3 10. Contractual Liability — Personal And Advertising Injury 3 11. Damage To Premises Rented To You — Specific Perils and Increased Limit 7 12. Designated Completed Projects — Amended Limits of Insurance 11 13. Incidental Malpractice Liability 7 14. Increased Medical Payments Limit And Reporting Period 7 15. Mobile Equipment Redefined 9 16. Nonowned Watercraft And Nonowned Aircraft (Hired, Rented Or Loaned With Paid Crew) 3 17. Product Recall Expense 2 18. Property Damage Liability — Alienated Premises 2 19. Property Damage Liability — Elevators And Sidetrack Agreements 2 20. Property Damage Liability — Property Loaned To The Insured Or Personal Property In The Care, Custody And Control Of The Insured 2 21. Reasonable Force — Bodily Injury or Property Damage 10 22. Supplementary Payments 3 23. Transfer Of Rights (Blanket Waiver Of Subrogation) 9 24. Unintentional Failure To Disclose Hazards 8 Includes copyrighted material of Insurance Services Office, Inc. CG 72 89 0417 Page 1 of 11 This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM Under SECTION I — COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY, paragraph 2. EXCLUSIONS, provisions 1. through 6. of this endorsement are excess over any valid and collectible insurance (including any deductible) available to the insured, whether primary, excess or contingent (SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, paragraph 4. Other Insurance is changed accordingly). Provisions 1. through 6. of this endorsement amend the policy as follows: 1. PROPERTY DAMAGE LIABILITY — ALIENATED PREMISES A. Exclusion j. Damage to Property, paragraph (2) is deleted. B. The following paragraph is also deleted from Exclusion j. Damage to Property: Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. 2. PROPERTY DAMAGE LIABILITY — ELEVATORS AND SIDETRACK AGREEMENTS A. Exclusion j. Damage to Property, paragraphs (3), (4), and (6) do not apply to the use of elevators. B. Exclusion k. Damage to Your Product does not apply to: 1. The use of elevators; or 2. Liability assumed under a sidetrack agreement. 3. PROPERTY DAMAGE LIABILITY — PROPERTY LOANED TO THE INSURED OR PERSONAL PROPERTY IN THE CARE, CUSTODY AND CONTROL OF THE INSURED A. Exclusion j. Damage to Property, paragraphs (3) and (4) are deleted. B. Coverage under this provision 3. does not apply to "property damage" that exceeds $25,000 per occurrence or $25,000 annual aggregate. 4. PRODUCT RECALL EXPENSE A. Exclusion n. Recall Of Products, Work Or Impaired Property does not apply to "product recall expenses" that you incur for the "covered recall" of "your product". This exception to the exclusion does not apply to "product recall expenses" resulting from: 1. Failure of any products to accomplish their intended purpose; 2. Breach of warranties of fitness, quality, durability or performance; 3. Loss of customer approval or any cost incurred to regain customer approval; 4. Redistribution or replacement of "your product", which has been recalled, by like products or substitutes; 5. Caprice or whim of the insured; 6. A condition likely to cause Toss, about which any insured knew or had reason to know at the inception of this insurance; 7. Asbestos, including loss, damage or clean up resulting from asbestos or asbestos containing materials; 8. Recall of "your product(s)" that have no known or suspected defect solely because a known or suspected defect in another of "your product(s)" has been found. B. Under SECTION III — LIMITS OF INSURANCE, paragraph 3. is replaced in its entirety as follows and paragraph 8. is added: 3. The Products -Completed Operations Aggregate Limit is the most we will pay for the sum of: Includes copyrighted material of Insurance Services Office, Inc. Page 2of11 CG72890417 a. Damages under COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY because of "bodily injury" and "property damage" included in the "products -completed operations hazard" and b. "Product recall expenses". 8. Subject to paragraph 5. above [of the CGL Coverage Form], $25,000 is the most we will pay for all "product recall expenses" arising out of the same defect or deficiency. 5. NONOWNED WATERCRAFT AND NONOWNED AIRCRAFT (HIRED, RENTED OR LOANED WITH PAID CREW) Exclusion g. Aircraft, Auto or Watercraft, paragraph (2) is deleted and replaced with the following: [This exclusion does not apply to:] (2) A watercraft you do not own that is: (a) Less than 75 feet long; and (b) Not being used to carry any person or property for a charge; Exclusion g. Aircraft, Auto or Watercraft, paragraph (6) is added as follows: [This exclusion does not apply to:] (6) An aircraft you do not own, provided that: (a) The pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; (b) The aircraft is rented to you with a trained, paid crew; and (c) The aircraft is not being used to carry any person or property for a charge. 6. BLANKET CONTRACTUAL LIABILITY — RAILROADS Under SECTION V — DEFINITIONS, paragraph c. of "Insured Contract" is deleted and replaced by the following: c. Any easement or license agreement; 'Under SECTION V — DEFINITIONS, paragraph f.(1) of "Insured Contract" is deleted. 7. CONTRACTUAL LIABILITY - PERSONAL AND ADVERTISING INJURY Under SECTION I - COVERAGE B., paragraph 2. Exclusions, paragraph e. Contractual Liability is deleted. 8. SUPPLEMENTARY PAYMENTS Under SECTION I - SUPPLEMENTARY PAYMENTS - COVERAGES A AND B, paragraphs 1.b. and 1.d. are deleted and replaced with the following: b. Up to $5,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. d. Alf reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual Toss of earnings up to $1,000 a day because of time off from work. 9. BROADENED WHO IS AN INSURED SECTION II — WHO IS AN INSURED is deleted and replaced with the following: 1. If you are designated in the Declarations as: Includes copyrighted material of Insurance Services Office, Inc. CG 72 89 0417 Page 3 of 11 a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees," other than either your "executive officers," (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insured for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co -"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co -"employee" or "volunteer worker" as a consequence of paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in paragraphs (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services except as provided in provision 10. of this endorsement. (2) "Property damage" to property: (a) Owned, occupied or used by; (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees," "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Any person or organization having proper temporary custody of your property if you die, but only; (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this Coverage Form. Includes copyrighted material of Insurance Services Office, Inc. Page 4 of 11 CG 72 89 0417 e. Your subsidiaries if: g• (1) They are legally incorporated entities; and (2) You own more than 50% of the voting stock in such subsidiaries as of the effective date of this policy. If such subsidiaries are not shown in the Declarations, you must report them to us within 180 days of the inception of your original policy. f. Any person or organization, including any manager, owner, lessor, mortgagee, assignee or receiver of premises, to whom you are obligated under a written contract to provide insurance such as is afforded by this policy, but only with respect to liability arising out of the ownership, maintenance or use of that part of any premises or land leased to you, including common or public areas about such premises or land if so required in the contract. However, no such person or organization is an insured with respect to: (1) Any "occurrence" that takes place after you cease to occupy or lease that premises or land; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. Any state or political subdivision but only as respects legal liability incurred by the state or political subdivision solely because it has issued a permit with respect to operations performed by you or on your behalf. However, no state or political subdivision is an insured with respect to: "Bodily injury", "property damage", and "personal and advertising injury" arising out of operations performed for the state or municipality; or (2) "Bodily injury" or "property damage" included within the "products -completed operations hazard." (1) h. Any person or organization who is the lessor of equipment leased to you to whom you are obligated under a written contact to provide insurance such as is afforded by this policy, but only with respect to their liability arising out of the maintenance, operation or use of such equipment by you or a subcontractor on your behalf with your permission and under your supervision. However, no such person or organization is an insured with respect to any "occurrence" that takes place after the equipment lease expires. i. Any architect, engineer, or surveyor engaged by you under a written contract but only with respect to liability arising out of your premises or "your work." However, no architect, engineer, or surveyor is an insured with respect to "bodily injury," "property damage," or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: (1) The preparing, approving, or failing to prepare or approve maps, drawings, opinions, reports, surveys, change orders, designs or specifications; or (2) Supervisory, inspection, or engineering services. This paragraph i. does not apply if a separate Additional Insured endorsement providing liability coverage for architects, engineers, or surveyors engaged by you is attached to the policy. If the written contract, written agreement, or certificate of insurance requires primary and non-contributory coverage, the insurance provided by paragraphs f. through i. above will be primary and non-contributory relative to other insurance available to the additional insured which covers that person or organization as a Named Insured, and we will not share with that other insurance. Includes copyrighted material of Insurance Services Office, Inc. CG 72 89 0417 Page 5 of 11 3. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded until the end of the policy period. b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization. c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. d. Coverage A does not apply to "product recall expense" arising out of any withdrawal or recall that occurred before you acquired or formed the organization. 4. Any person or organization (referred to below as vendor) with whom you agreed under a written contract to provide insurance is an insured, but only with respect to "bodily injury" or "property damage" arising out of "your products" that are distributed or sold in the regular course of the vendor's business. However, no such person or organization is an insured with respect to: a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement. b. Any express warranty unauthorized by you; c. Any physical or chemical change in "your product" made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of "your products"; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of "your product"; "Your products" which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor. h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in subparagraphs d. or f.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. This paragraph 4. does not apply to any insured person or organization from which you have acquired "your product", or any ingredient, part, or container, entering into, accompanying or containing "your product". This paragraph 4. also does not apply if a separate Additional Insured endorsement, providing liability coverage for "bodily injury" or "property damage" arising out of "your product" that is distributed or sold in the regular course of a vendor's business, is attached to the policy. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. g• Includes copyrighted material of Insurance Services Office, Inc. Page 6 of 11 CG 72 89 0417 10. INCIDENTAL MALPRACTICE LIABILITY As respects provision 9., SECTION II — WHO IS AN INSURED, paragraph 2.a.(1)(d) does not apply to any "employee" who provides incidental medical or paramedical services, provided that you are not engaged in the business or occupation of providing such services. This incidental malpractice coverage is excess over any available medical professional liability coverage. Under SECTION III — LIMITS OF INSURANCE, provisions 11. through 14. of this endorsement amend the policy as follows: 11. AGGREGATE LIMITS PER PROJECT The General Aggregate Limit applies separately to each of your construction projects away from premises owned by or rented to you. 12. AGGREGATE LIMITS PER LOCATION The General Aggregate Limit applies separately to each of your locations, but only when required by written contract, written agreement or certificate of insurance. As respects this provision 12., your locations are premises you own, rent or use involving the same or connecting lots or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. However, your locations do not include any premises where you, or others acting on your behalf, are performing construction operations. 13. INCREASED MEDICAL PAYMENTS LIMIT A. SECTION III — LIMITS OF INSURANCE, paragraph 7., the Medical Expense Limit, is subject to all of the terms of SECTION III — LIMITS OF INSURANCE and is the greater of: 1. $10,000; or 2. The amount shown in the Declarations for Medical Expense Limit. B. This provision 13. does not apply if COVERAGE C MEDICAL PAYMENTS is excluded either by the provisions of the Coverage Form or by endorsement. 14. DAMAGE TO PREMISES RENTED TO YOU — SPECIFIC PERILS AND INCREASED LIMIT A. The word fire is changed to "specific perils" where it appears in: 1. The last paragraph of SECTION I — COVERAGE A, paragraph 2. Exclusions; 2. SECTION IV, paragraph 4.b. Excess Insurance. B. The Limits of Insurance shown in the Declarations will apply to all damage proximately caused by the same event, whether such damage results from a "specific peril" or any combination of "specific perils." C. The Damage To Premises Rented To You Limit described in SECTION III — LIMITS OF INSURANCE, paragraph 6., is replaced by a new limit, which is the greater of: 1. $1,000,000; or 2. The amount shown in the Declarations for Damage To Premises Rented To You Limit. D. This provision 14. does not apply if the Damage To Premises Rented To You Limit of SECTIONI — COVERAGE A is excluded either by the provisions of the Coverage Form or by endorsement. E. "Specific Perils" means fire; lightning; explosion; windstorm or hail; smoke; aircraft or vehicles; riot or civil commotion; vandalism; leakage from fire extinguishing equipment; weight of snow, ice or sleet; or "water damage". "Water damage" means accidental discharge or leakage of water or steam as the direct result of the breaking or cracking of any part of a system or appliance containing water or steam. Includes copyrighted material of Insurance Services Office, Inc. CG 72 89 0417 Page 7 of 11 15. BROADENED LEGAL LIABILITY COVERAGE FOR LANDLORD'S BUSINESS PERSONAL PROPERTY Under SECTION I — COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions, j. Damage to Property, the first paragraph following paragraph (6) is deleted and replaced with the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to a landlord's business personal property that is subject to, or part of, a premises lease or rental agreement with that landlord. The most we will pay for damages under this provision 15. is $10,000. A $250 deductible applies. Under SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, provisions 16. through 18. of this endorsement amend the policy as follows: 16. BROADENED KNOWLEDGE OF OCCURRENCE Under 2. Duties In The Event Of Occurrence, Offense, Claim, Or Suit, paragraph a. is deleted and replaced and paragraphs e. and f. are added as follows: a. You must see to it that we are notified as soon as practicable of an "occurrence" or an offense, regardless of the amount, which may result in a claim. Knowledge of an "occurrence" or an offense by your "employee(s)" shall not, in itself, constitute knowledge to you unless one of your partners, members, "executive officers", directors, or managers has knowledge of the "occurrence" or offense. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. e. If you report an "occurrence" to your workers compensation carrier that develops into a liability claim for which coverage is provided by this Coverage Form, failure to report such an "occurrence" to us at the time of the "occurrence" shall not be deemed a violation of paragraphs a., b., and c. above. However, you shall give written notice of this "occurrence" to us as soon you become aware that this "occurrence" may be a liability claim rather than a workers compensation claim. f. You must see to it that the following are done in the event of an actual or anticipated "covered recall" that may result in "product recall expense": (1) Give us prompt notice of any discovery or notification that "your product" must be withdrawn or recalled. Include a description of "your product" and the reason for the withdrawal or recall; (2) Cease any further release, shipment, consignment or any other method of distribution of like or similar products until it has been determined that all such products are free from defects that could be a cause of loss under the insurance. 17. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Paragraph 6. Representations is deleted and replaced with the following: 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; c. We have issued this policy in reliance upon your representations; and d. This policy is void in any case of fraud by you as it relates to this policy or any claim under this policy. Includes copyrighted material of Insurance Services Office, Inc. Page 8of11 CG72890417 We will not deny coverage under this Coverage Form if you unintentionally fail to disclose all hazards existing as of the inception date of this policy. You must report to us any knowledge of an error or omission in the description of any premises or operations intended to be covered by this Coverage Form as soon as practicable after its discovery. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or nonrenewal. 18. TRANSFER OF RIGHTS (BLANKET WAIVER OF SUBROGATION) Paragraph 8. Transfer of Rights Of Recovery Against Others To Us is deleted and replaced with the following: 8. If the insured has rights to recover all or part of any payment we have made under this Coverage Form, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. However, if the insured has waived rights to recover through a written contract, or if "your work" was commenced under a letter of intent or work order, subject to a subsequent reduction to writing with customers whose customary contracts require a waiver, we waive any right of recovery we may have under this Coverage Form. 19. MOBILE EQUIPMENT REDEFINED Under SECTION V — DEFINITIONS, paragraph 12. "Mobile equipment", paragraph f. (1) does not apply to self-propelled vehicles of less than 1,000 pounds gross vehicle weight. 20. ADDITIONAL DEFINITIONS 1. SECTION V — DEFINITIONS, paragraph 4. "Coverage territory" is replaced by the following definition: "Coverage territory" means anywhere in the world with respect to liability arising out of "bodily injury," "property damage," or "personal and advertising injury," including "personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in a settlement to which we agree or in a "suit" on the merits, in the United States of America (including its territories and possessions), Puerto Rico and Canada. 2. SECTION V — DEFINITIONS is amended by the addition of the following definitions: "Covered recall" means a recall made necessary because you or a government body has determined that a known or suspected defect, deficiency, inadequacy, or dangerous condition in "your product" has resulted or will result in "bodily injury" or "property damage". "Product Recall expenses" mean only reasonable and necessary extra costs, which result from or are related to the recall or withdrawal of "your product" for: a. Telephone and telegraphic communication, radio or television announcements, computer time and newspaper advertising; b. Stationery, envelopes, production of announcements and postage or facsimiles; c. Remuneration paid to regular employees for necessary overtime or authorized travel expense; d. Temporary hiring by you or by agents designated by you of persons, other than your regular employees, to perform necessary tasks; e. Rental of necessary additional warehouse or storage space; f. Packaging of or transportation or shipping of defective products to the location you designate; and g. Disposal of "your products" that cannot be reused. Disposal expenses do not include: (1) Expenses that exceed the original cost of the materials incurred to manufacture or process such product; and (2) Expenses that exceed the cost of normal trash discarding or disposal, except as are necessary to avoid "bodily injury" or "property damage". Includes copyrighted material of Insurance Services Office, Inc. CG 72 89 0417 Page 9 of 11 21. REASONABLE FORCE - BODILY INJURY OR PROPERTY DAMAGE Under SECTION I - COVERAGE A., paragraph 2. Exclusions, subparagraph a. Expected Or Intended Injury is deleted and replaced with the following: [This insurance does not apply to:] a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. 22. BROADENED LIABILITY COVERAGE FOR DAMAGE TO YOUR PRODUCT AND YOUR WORK A. Under SECTION I - COVERAGE A., paragraph 2. Exclusions, exclusion k. Damage to Your Product and exclusion I. Damage to Your Work are deleted and replaced with the following: [This insurance does not apply to:] k. Damage to Your Product "Property damage" to "your product" arising out of it or any part of it, except when caused by or resulting from: (1) Fire; (2) Smoke: (3) "Collapse"; or (4) Explosion. For purposes of exclusion k. above, "collapse" means an abrupt falling down or caving in of a building or any part of a building with the result that the building or part of the building cannot be occupied for its intended purpose. I. Damage to Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products -completed operations hazard". This exclusion does not apply: (1) If the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor; or (2) If the cause of loss to the damaged work arises as a result of: (a) Fire; (b) Smoke; (c) "Collapse"; or (d) Explosion. For purposes of exclusion I. above, "collapse" means an abrupt falling down or caving in of a building or any part of a building with the result that the building or,part of the building cannot be occupied for its intended purpose. B. The following paragraph is added to SECTION III — LIMITS OF INSURANCE: Subject to 5. above [of the CGL Coverage Form], $100,000 is the most we will pay under Coverage A for the sum of damages arising out of any one "occurrence" because of "property damage" to "your product" and "your work" that is caused by fire, smoke, collapse or explosion and is included within the "product -completed operations hazard". This sublimit does not apply to "property damage" to "your work" if the damaged work, or the work out of which the damage arises, was performed on your behalf by a subcontractor. Includes copyrighted material of Insurance Services Office, Inc. Page 10 of 11 CG 72 89 0417 23. BROADENED BODILY INJURY COVERAGE Under SECTION V — DEFINITIONS, the definition of "bodily injury" is deleted and replaced with the following: 3. "Bodily injury" a. Means physical: (1) Injury; (2) Disability; (3) Sickness; or (4) Disease; sustained by a person, including death resulting from any of these at any time. b. Includes mental: (5) Anguish; (6) Injury; (7) Humiliation; (8) Fright; or (9) Shock; directly resulting from any "bodily injury" described in paragraph 3.a. c. All "bodily injury" described in paragraph 3.b. shall be deemed to have occurred at the time the "bodily injury" described in paragraph 3.a. occurred. 24. DESIGNATED COMPLETED PROJECTS — AMENDED LIMITS OF INSURANCE When a written contract or written agreement between you and another party requires project -specific limits of insurance exceeding the limits of this policy; A. for "bodily injury" or "property damage" that occurs within any policy period for which we provided coverage; and B. for "your work" performed within the "products -completed operation hazard"; and C. for which we previously issued Amendment Of Limits Of Insurance (Designated Project Or Premises) CG 71 94 either during this policy term or a prior policy term; and D. that designated project is now complete; the limits of insurance shown in the CG 71 94 schedule will replace the limits of insurance of this policy for the designated project and will continue to apply for the amount of time the written contract or written agreement requires, subject to the Florida 10-year statute of repose. These limits are inclusive of and not in addition to the replaced limits. Includes copyrighted material of Insurance Services Office, Inc. CG 72 89 0417 Page 11 of 11 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONTRACTOR'S BLANKET ADDITIONAL INSURED ENDORSEMENT - FORM A This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Policy Number CPP21130400201 Agency Number 0825039 Policy Effective Date 10/01/2021 Policy Expiration Date 10/01/2022 Date 10/22/2021 Account Number 10862952 Named Insured T & G CORPORATION Agency BROWN & BROWN OF FLORIDA, INC./FT. LAUDERDALE Issuing Company AMERISURE INSURANCE COMPANY 1. a. SECTION II - WHO IS AN INSURED is amended to add as an additional insured any person or organization: (1) Whom you are required to add as an additional insured on this policy under a written contract or written agreement relating to your business; or (2) Who is named as an additional insured under this policy on a certificate of insurance. b. The written contract, written agreement, or certificate of insurance must: (1) Require additional insured status for a time period during the term of this policy; and (2) Be executed prior to the "bodily injury", "property damage", or "personal and advertising injury" leading to a claim under this policy. c. If, however: (1) "Your work" began under a letter of intent or work order; and (2) The letter of intent or work order led to a written contract or written agreement within 30 days of beginning such work; and (3) Your customer's customary contracts require persons or organizations to be named as additional insureds; we will provide additional insured status as specified in this endorsement. 2. The insurance provided under this endorsement is limited as follows: a. That person or organization is an additional insured only with respect to liability caused, in whole or in part, by: (1) Premises you: (a) Own; (b) Rent; (c) Lease; or (d) Occupy; (2) Ongoing operations performed by you or on your behalf. Ongoing operations does not apply to "bodily injury" or "property damage" occurring after: Includes copyrighted material of Insurance Services Office, Inc. CG 70 48 10 15 Pages 1 of 4 (a) All work to be performed by you or on your behalf for the additional insured(s) at the site of the covered operations is complete, including related materials, parts or equipment (other than service, maintenance or repairs); or (b) That portion of "your work" out of which the injury or damage arises is put to its intended use by any person or organization other than another contractor working for a principal as a part of the same project. Completed operations coverage, but only if: (a) The written contract, written agreement, or certificate of insurance requires completed operations coverage or "your work" coverage; and (b) This coverage part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". However, the insurance afforded to such additional insured only applies to the extent permitted by law. b. If the written contract, written agreement, or certificate of insurance: (1) Requires "arising out of" language; or (2) Requires you to provide additional insured coverage to that person or organization by the use of either or both of the following: (a) Additional Insured — Owners, Lessees or Contractors — Scheduled Person Or Organization endorsement CG 20 10 10 01; or (b) Additional Insured — Owners, Lessees or Contractors — Completed Operations endorsement CG 20 37 10 01; then the phrase "caused, in whole or in part, by" in paragraph 2.a. above is replaced by "arising out of'. c. If the written contract, written agreement, or certificate of insurance requires you to provide additional insured coverage to that person or organization by the use of: (3) (1) Additional Insured — Owners, Lessees or Contractors — Scheduled Person Or Organization endorsement CG 20 10 07 04 or CG 20 10 04 13; or (2) Additional Insured — Owners, Lessees or Contractors — Completed Operations endorsement CG 20 37 07 04 or CG 20 37 04 13; or (3) Both those endorsements with either of those edition dates; or (4) Either or both of the following: (a) Additional Insured — Owners, Lessees or Contractors — Scheduled Person Or Organization endorsement CG 20 10 without an edition date specified; or (b) Additional Insured — Owners, Lessees or Contractors — Completed Operations endorsement CG 20 37 without an edition date specified; then paragraph 2.a. above applies. d. Premises, as respects paragraph 2.a.(1) above, include common or public areas about such premises if so required in the written contract or written agreement. e. Additional insured status provided under paragraphs 2.a.(1)(b) or 2.a.(1)(c) above does not extend beyond the end of a premises lease or rental agreement. f. The limits of insurance that apply to the additional insured are the least of those specified in the: (1) Written contract (2) Written agreement; (3) Certificate of insurance; or (4) Declarations of this policy. The limits of insurance are inclusive of and not in addition to the limits of insurance shown in the Declarations. Includes copyrighted material of Insurance Services Office, Inc. Page 2 of 4 CG 70 48 10 15 g- The insurance provided to the additional insured does not apply to "bodily injury", "property damage", or "personal and advertising injury" arising out of an architect's, engineer's, or surveyor's rendering of, or failure to render, any professional services, including but not limited to: (1) The preparing, approving, or failing to prepare or approve: (a) Maps; (b) Drawings; (c) Opinions; (d) Reports; (e) Surveys; (f) Change orders; (g) Design specifications; and (2) Supervisory, inspection, or engineering services. h. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, paragraph 4. Other Insurance is deleted and replaced with the following: 4. Other Insurance. Coverage provided by this endorsement is excess over any other valid and collectible insurance available to the additional insured whether. a. Primary; b. Excess; c. Contingent; or d. On any other basis; but if the written contract, written agreement, or certificate of insurance requires primary and non- contributory coverage, this insurance will be primary and non-contributory relative to other insurance available to the additional insured which covers that person or organization as a Named Insured, and we will not share with that other insurance. i. If the written contract, written agreement, or certificate of insurance as outlined above requires additional insured status by use of CG 20 10 11 85, then the coverage provided under this CG 70 48 endorsement does not apply except for paragraph 2.h. Other Insurance. Additional insured status is limited to that provided by CG 20 10 11 85 shown below and paragraph 2.h. Other Insurance shown above. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS (FORM B) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART. SCHEDULE Name of Person or Organization: Blanket Where Required by Written Contract, Agreement, or Certificate of Insurance that the terms of CG 20 10 11 85 apply (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of "your work" for that insured by or for you. CG 2010 11 85 Copyright, Insurance Services Office, Inc., 1984 Includes copyrighted material of Insurance Services Office, Inc. CG70481015 Pages 3 of 4 1- The insurance provided by this endorsement does not apply to any premises or work for which the person or organization is specifically listed as an additional insured on another endorsement attached to this policy. Includes copyrighted material of Insurance Services Office, Inc. Page 4 of 4 CG 70 48 10 15 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATI ON, NONRENEWAL OR MATERIAL CHANGE - THIRD PARTY This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM COMMERCIAL GENERAL LIABILITY COVERAGE FORM COMMERCIAL UMBRELLA LIABILITY COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE FORM TRUCKERS COVERAGE FORM Subject to the cancellation and/or nonrenewal provisions of the Coverage Form to which this endorsement is attached, we will not: 1. Cancel; 2. Nonrenew; or, 3. Materially change (reduce or restrict) this Coverage Form, except for nonpayment of premium, until we provide at least 30 days written notice of such cancellation, nonrenewal or material change. Written notice will be to the person or organization named in the Schedule. This notification of cancellation, nonrenewal or material change to the person or organization named in the Schedule is intended as a courtesy only. If the person or organization named in the Schedule does not receive such notification within the time frame stated in this endorsement, this will not: 1. Extend any Coverage Form cancellation date; 2. Negate the cancellation as to any insured or any certificate holder; 3. Provide any additional insurance that would not have been provided in the absence of this endorsement; or 4. Impose liability of any kind upon us. This endorsement does not entitle the person or organization named in the Schedule to any benefits, rights or protection under this Coverage Form. SCHEDULE Name Of Person Or Organization Any person or organization holding a certificate of insurance issued for you, provided the certificate: 1. Refers to this policy; 2. States that notice of: a. Cancellation; b. Nonrenewal; or c. Material change reducing or restricting coverage; will be provided to that person or organization; 3. Is in effect at the time of the: a. Cancellation; b. Nonrenewal; or c. Material change reducing or restricting coverage; and Mailing Address The address shown for that person or organization in that certificate of insurance 4. Is on file at your agent or broker's office for this policy IL 70 74 01 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. FLORIDA ADVANTAGE COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. The premium for this endorsement is $ $ 550.00 1. EXTENDED CANCELLATION CONDITION COMMON POLICY CONDITIONS - CANCELLATION, Paragraph A.2. is replaced by the following: 2. We may cancel this policy by mailing or delivering to the first Named Insured written notice of cancellation at least: a. 10 days before the effective date of cancellation if we cancel for nonpayment of premium; or b. 60 days before the effective date of cancellation if we cancel for any other reason. 2. BROAD FORM INSURED SECTION II - LIABILITY COVERAGE A.1. WHO IS AN INSURED is amended by the addition of the following: d. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain ownership or a majority interest, will qualify as a Named Insured. However, (1) Coverage under this provision is afforded only until the end of the policy period; (2) Coverage does not apply to "accidents" or "loss" that occurred before you acquired or formed the organization; and Coverage does not apply to an organization that is an "insured" under any other policy or would be an "insured" but for its termination or the exhausting of its limit of insurance. e. Any "employee" of yours using: (1) A covered "auto" you do not own, hire or borrow, or a covered "auto" not owned by the "employee" or a member of his or her household, while performing duties related to the conduct of your business or your personal affairs; or (2) An "auto" hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business. However, your "employee" does not qualify as an insured under this paragraph (2) while using a covered "auto" rented from you or from any member of the "employee's" household. f. Your members, if you are a limited liability company, while using a covered "auto" you do not own, hire, or borrow, while performing duties related to the conduct of your business or your personal affairs. Any person or organization with whom you agree in a written contract, written agreement or permit, to provide insurance such as is afforded under this policy, but only with respect to your covered "autos". This provision does not apply: (1) Unless the written contract or agreement is executed or the permit is issued prior to the "bodily injury" or "property damage"; (3) g• Includes copyrighted material of Insurance Services Office, Inc. CA 71 71 05 08 Page 1 of 6 (2) To any person or organization included as an insured by an endorsement or in the Declarations; or (3) To any lessor of "autos" unless: (a) The lease agreement requires you to provide direct primary insurance for the lessor; (b) The "auto" is leased without a driver; and (c) The lease had not expired. Leased "autos" covered under this provision will be considered covered "autos" you own and not covered "autos" you hire. h. Any legally incorporated organization or subsidiary in which you own more than 50% of the voting stock on the effective date of this endorsement. This provision does not apply to "bodily injury" or "property damage" for which an "insured" is also an insured under any other automobile policy or would be an insured under such a policy, but for its termination or the exhaustion of its limits of insurance, unless such policy was written to apply specifically in excess of this policy. 3. COVERAGE EXTENSIONS - SUPPLEMENTARY PAYMENTS Under SECTION II - LIABILITY COVERAGE, A.2.a. Supplementary Payments, paragraphs (2) and (4) are deleted and replaced with the following: (2) Up to $2500 for the cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. 4. AMENDED FELLOW EMPLOYEE EXCLUSION SECTION II - LIABILITY COVERAGE, B. EXCLUSIONS, paragraph 5. FELLOW EMPLOYEE is deleted and replaced by the following: "Bodily injury" to any fellow "employee" of the "insured" arising out of and in the course of the fellow "employee's" employment or while performing duties related to the conduct of your business. However, this exclusion does not apply to your "employees" that are officers or managers if the "bodily injury" results from the use of a covered "auto" you own, hire or borrow. Coverage is excess over any other collectible insurance. 5. HIRED AUTO PHYSICAL DAMAGE COVERAGE AND LOSS OF USE EXPENSE A. Under SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE, the following is added: If any of your owned covered "autos" are covered for Physical Damage, we will provide Physical Damage coverage to "autos" that you or your "employees" hire or borrow, under your name or the "employee's" name, for the purpose of doing your work. We will provide coverage equal to the broadest physical damage coverage applicable to any covered "auto" shown in the Declarations, Item Three, Schedule of Covered Autos You Own, or on any endorsements amending this schedule. B. Under SECTION III - PHYSICAL DAMAGE COVERAGE, A.4. COVERAGE EXTENSIONS, paragraph b. Loss of Use Expenses is deleted and replaced with the following: b. Loss Of Use Expenses For Hired Auto Physical Damage, we will pay expenses for which an "insured" becomes legally responsible to pay for loss of use of a vehicle rented or hired without a driver, under a written rental contract or agreement. We will pay for loss of use expenses if caused by: (1) Other than collision, only if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto"; (2) Specified Causes of Loss, only if the Declarations indicate that Specified Causes Of Loss Coverage is provided for any covered "auto"; or Includes copyrighted material of Insurance Services Office, Inc. Page 2 of 6 CA 71 71 05 08 (3) Collision, only if the Declarations indicate that Collision Coverage is provided for any covered "auto". However, the most we will pay for any expenses for loss of use is $30 per day, to a maximum of $2,000. C. Under SECTION IV— BUSINESS AUTO CONDITIONS, paragraph 5.b. Other Insurance is deleted and replaced by the following: b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own: 1. Any covered "auto" you lease, hire, rent or borrow; and 2. Any covered "auto" hired or rented by your "employee" under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto", nor is any "auto" you hire from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company), or members of their households. 6. LOAN OR LEASE GAP COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE, the following is added: If a covered "auto" is owned or leased and if we provide Physical Damage Coverage on it, we will pay, in the event of a covered total "loss", any unpaid amount due on the lease or loan for a covered "auto", less: (a) The amount paid under the Physical Damage Coverage Section of the policy; and (b) Any: Overdue lease or loan payments including penalties, interest or other charges resulting from overdue payments at the time of the "loss"; Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; Security deposits not refunded by a lessor; and Carry-over balances from previous loans or leases. 7. RENTAL REIMBURSEMENT SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE, paragraph 4. Coverage Extensions is deleted and replaced by the following: 4. Coverage Extensions (a) We will pay up to $75 per day to a maximum of $2000 for transportation expense incurred by you because of covered "loss". We will pay only for those covered "autos" for which you carry Collision Coverage or either Comprehensive Coverage or Specified Causes of Loss Coverage. We will pay for transportation expenses incurred during the period beginning 24 hours after the covered "loss" and ending, regardless of the policy's expiration, when the covered "auto" is returned to use or we pay for its "loss". This coverage is in addition to the otherwise applicable coverage you have on a covered "auto". No deductibles apply to this coverage. (b) This coverage does not apply while there is a spare or reserve "auto" available to you for your operation. Includes copyrighted material of Insurance Services Office, Inc. CA71710508 Page3of6 8. AIRBAG COVERAGE SECTION III - PHYSICAL DAMAGE, B. EXCLUSIONS, Paragraph 3. is deleted and replaced by the following: We will not pay for "loss" caused by or resulting from any of the following unless caused by other "loss" that is covered by this insurance: a. Wear and tear, freezing, mechanical or electrical breakdown. However, this exclusion does not include the discharge of an airbag. b. Blowouts, punctures or other road damage to tires. 9. GLASS REPAIR - WAIVER OF DEDUCTIBLE SECTION III - PHYSICAL DAMAGE COVERAGE, D. DEDUCTIBLE is amended to add the following: No deductible applies to glass damage. 10. COLLISION COVERAGE — WAIVER OF DEDUCTIBLE SECTION III - PHYSICAL DAMAGE COVERAGE, D. DEDUCTIBLE is amended to add the following: When there is a "loss" to your covered "auto" insured for Collision Coverage, no deductible will apply if the "loss" was caused by a collision with another "auto" insured by us. 11. KNOWLEDGE OF ACCIDENT SECTION IV - BUSINESS AUTO CONDITIONS, A. LOSS CONDITIONS, 2. DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS, paragraph a. is deleted and replaced by the following: a. You must see to it that we are notified as soon as practicable of an "accident", claim, "suit" or "loss". Knowledge of an "accident", claim, "suit" or "loss" by your "employees" shall not, in itself, constitute knowledge to you unless one of your partners, executive officers, directors, managers, or members (if you are a limited liability company) has knowledge of the "accident", claim, "suit" or "loss". Notice should include: (1) How, when and where the "accident" or "loss" occurred; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. 12. TRANSFER OF RIGHTS (BLANKET WAIVER OF SUBROGATION) SECTION IV - BUSINESS AUTO CONDITIONS A.5. TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US is deleted and replaced by the following: If any person or organization to or for whom we make payment under this Coverage Form has rights to recover damages from another, those rights are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after "accident" or "loss" to impair them. However, if the insured has waived rights to recover through a written contract, or if your work was commenced under a letter of intent or work order, subject to a subsequent reduction in writing with customers whose customary contracts require a waiver, we waive any right of recovery we may have under this Coverage Form. 13. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV - BUSINESS AUTO CONDITIONS, B. GENERAL CONDITIONS, 2. CONCEALMENT, MISREPRESENTATION OR FRAUD is amended by the addition of the following: We will not deny coverage under this Coverage Form if you unintentionally fail to disclose all hazards existing as of the inception date of this policy. You must report to us any knowledge of an error or omission in your representations as soon as practicable after its discovery. This provision does not affect our right to collect additional premium or exercise our right of cancellation or non -renewal. Includes copyrighted material of Insurance Services Office, Inc. Page 4 of 6 CA 7171 05 08 14. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SCHEDULE Description of Covered "Auto": Limit of Insurance $1, 000 Deductible $250 A. Coverage 1. We will pay, with respect to a covered "auto" described in the above Schedule, for "loss" to any electronic equipment that receives or transmits audio, visual or data signals and that is not designed solely for the reproduction of sound. This coverage applies only if the equipment is permanently installed in the covered "auto" at the time of the "loss" or the equipment is removable from a housing unit that is permanently installed in the covered "auto" at the time of "loss", and such equipment is designed to be solely operated by use of the power from the "auto's" electrical system, in or upon the covered "auto". 2. We will pay, with respect to a covered "auto" described in the above Schedule, for "loss" to any accessories used with the electronic equipment described in paragraph A.1. above. However, this does not include tapes, records or discs. B. Exclusions For purposes of this provision 14, the exclusions that apply to Physical Damage Coverage, except for the exclusion relating to Audio, Visual and Data Electronic Equipment, also apply to coverage provided by this endorsement. In addition, the following exclusions apply: We will not pay, under this endorsement, for either any electronic equipment or accessories used with such electronic equipment that is: 1. Necessary for the normal operation of the covered "auto" or the monitoring of the covered "auto's" operating system; or 2. Both: a. An integral part of the same unit housing any sound reproducing equipment designed solely for the reproduction of sound if the sound reproducing equipment is permanently installed in the covered "auto"; and b. Permanently installed in the opening of the dash or console normally used by the manufacturer for the installation of a radio. 3. A device designed or used to detect speed measuring equipment such as radar or laser detectors or a jamming apparatus intended to elude or disrupt speed measurement equipment, whether permanently installed or temporarily mounted in or on the covered "auto". C. Limit of Insurance With respect to coverage under provision 14. of this endorsement, the Limit of Insurance provision of Physical Damage Coverage is replaced by the following: 1. The most we will pay for all "loss" to audio, visual or data electronic equipment and any accessories used with this equipment, as described in paragraph A. above, as a result of any one "accident", is the lesser of: a. The actual cash value of the damaged or stolen property as of the time of the "loss"; or b. The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality; or c. The amount shown in the Schedule. Includes copyrighted material of Insurance Services Office, Inc. CA71710508 Page5of6 2. An adjustment for depreciation and physical condition will be made in determining actual cash value at the time of the "loss". 3. If a repair or replacement results in better than like kind or quality, we will not pay for the amount of betterm ent. D. Deductible 1. If "loss" to the audio, visual or data electronic equipment or accessories used with this equipment, as described in paragraph A. above, is the result of a "loss" to the covered "auto" under this Coverage Form's Comprehensive or Collision Coverage, then for each covered "auto" our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by the applicable deductible shown in the Declarations. Any Comprehensive Coverage deductible shown in the Declarations does not apply to "loss" to audio, visual or data electronic equipment caused byfire or lightning. 2. If "loss" to the audio, visual or data electronic equipment or accessories used with this equipment, as described in paragraph A. above, is the result of a "loss" to the covered "auto" under this Coverage Form's Specified Causes of Loss Coverage, then for each covered "auto" our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by the applicable deductible shown in the Schedule of this endorsement. 3. If "loss" occurs solely to the audio, visual or data electronic equipment or accessories used with this equipment, as described in paragraph A. above, then for each covered "auto" our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by the applicable deductible shown in the Schedule of this endorsement. 4. In the event that there is more than one applicable deductible, only the highest deductible will apply. In no event will more than one deductible apply. E. When This Provision Becomes Void This provision, AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE, is void if CA 99 60, Audio, Visual And Data Electronic Equipment Coverage, is attached to the policy. Includes copyrighted material of Insurance Services Office, Inc. Page 6 of 6 CA 71 71 05 08 POLICY NUMBER: CA 21130390205 COMMERCIAL AUTO CA 71 650911 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED - PRIMARY NON-CONTRIBUTORY COVERAGE WHEN REQUIRED BY INSURED CONTRACT OR CERTIFICATE This endorsement modifies insurance provided under the BUSINESS AUTO COVERAGE FORM The provisions of the Coverage Form apply unless changed by this endorsement. This endorsement identifies person(s) or organization(s) who are "insured" under the Who Is An Insured Provision of the Coverage Form. This endorsement changes the policy on the inception date of the policy, unless another date is shown below. Endorsement Effective: 10/01/2021 Named Insured: T & G CORPORATION Countersigned By: (Authorized Representative) (No entry may appear above. If so, information to complete this endorsement is in the Declarations.) 1. Section II — Liability Coverage, A. Coverage, 1. Who Is An Insured is amended to add: Any person or organization with whom you have an "insured contract" which requires: i. that person or organization to be added as an "insured" under this policy or on a certificate of insurance; and ii. this policy to be primary and non-contributory to any like insurance available to the person or organization. Each such person or organization is an "insured" for Liability Coverage. They are an "insured" only if that person or organization is an "insured" under in SECTION II of the Coverage Form. The contract between the Named Insured and the person or organization is an "insured contract". 2. Section IV — Business Auto Conditions, B. General Conditions, 5. Other Insurance, paragraph d. is deleted and replaced by the following for the purpose of this endorsement only: d. When coverage provided under this Coverage Form is also provided under another Coverage Form or policy, we will provide coverage on a primary, non-contributory basis. Includes copyrighted material of Insurance Services Office, Inc. with its permission. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATI ON, NONRENEWAL OR MATERIAL CHANGE - THIRD PARTY This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM COMMERCIAL GENERAL LIABILITY COVERAGE FORM COMMERCIAL UMBRELLA LIABILITY COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE FORM TRUCKERS COVERAGE FORM Subject to the cancellation and/or nonrenewal provisions of the Coverage Form to which this endorsement is attached, we will not: 1. Cancel; 2. Nonrenew; or, 3. Materially change (reduce or restrict) this Coverage Form, except for nonpayment of premium, until we provide at least 30 days written notice of such cancellation, nonrenewal or material change. Written notice will be to the person or organization named in the Schedule. This notification of cancellation, nonrenewal or material change to the person or organization named in the Schedule is intended as a courtesy only. If the person or organization named in the Schedule does not receive such notification within the time frame stated in this endorsement, this will not: 1. Extend any Coverage Form cancellation date; 2. Negate the cancellation as to any insured or any certificate holder; 3. Provide any additional insurance that would not have been provided in the absence of this endorsement; or 4. Impose liability of any kind upon us. This endorsement does not entitle the person or organization named in the Schedule to any benefits, rights or protection under this Coverage Form. SCHEDULE Name Of Person Or Organization Mailing Address Any person or organization holding a certificate of insurance issued The address shown for that person or organization in for you, provided the certificate: that certificate of insurance 1. Refers to this policy; 2. States that notice of: a. Cancellation; b. Nonrenewal; or c. Material change reducing or restricting coverage; will be provided to that person or organization; 3. Is in effect at the time of the: a. Cancellation; b. Nonrenewal; or c. Material change reducing or restricting coverage; and 4. Is on file at your agent or broker's office for this policy IL 70 74 01 16 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule "Any person or organization required by written contract or certificate of insurance." "This endorsement is not applicable in California, Kentucky, New Hampshire, New Jersey, Texas and Utah." The endorsement does not apply to policies or exposure in Missouri where the employer is in the construction group of classifications. According to Section 287.150(6) of the Missouri statutes, a contractual provision purporting to waive subrogation rights is against public policy and void where one party to the contract is an employer in the construction group of code classifications. For policies or exposure in Missouri, the following must be included in the Schedule: • Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Endorsement No. Insured Premium $ Insurance Company Countersigned by WC 00 03 13 (Ed. 4-84) Copyright 1983 National Council on Compensation Insurance. Hart Forms & Services Reorder No. 14-4888 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EARLIER NOTICE OF CANCELLATION PROVIDED BY US - FLORIDA Number of Days Notice 60 For any statutorily permitted reason other than nonpayment of premium, the number of days required for notice of cancellation is increased to the number of days shown above. If this policy is cancelled by us we will send the Named Insured and any party listed in the following schedule notice of cancellation based on the number of days notice shown above. SCHEDULE Name of Person or Organization The Name of Person or Organization is any person or organization holding a certificate of insurance issued for you, provided the certificate: 1. Refers to this policy; 2. States that notice of: a. Cancellation; b. Nonrenewal; or c. Material change reducing or restricting coverage; will be provided to that person or organization; 3. Is in effect at the time of the: a. Cancellation; b. Nonrenewal; or c. Material change reducing or restricting coverage; and 4. Is on file at your agent or broker's office for this policy. Mailing Address The Mailing Address is the address shown for that person or organization in that certificate of insurance. WC 99 09 02 06 07 SCHEDULE A PERMITTED SENIOR FINANCING 1. Bond Loan from the Housing Finance Authority of Miami -Dade County, Florida ("HFA") in the amount of $21,000,000 evidenced by a promissory note to the HFA and secured by a mortgage in favor of the HFA, which shall be reduced to not greater than $7,400,000.00 at the conversion to permanent financing.