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24434
AGREEMENT INFORMATION AGREEMENT NUMBER 24434 NAME/TYPE OF AGREEMENT THE VILLAGE MIAMI PHASE II, LLC DESCRIPTION CDBG-CV LOAN AGREEMENT/NEW CONSTRUCTION OF AN 8-STORY RESIDENTIAL RENTAL BUILDING/MATTER ID: 23- 452/#79 EFFECTIVE DATE April 28, 2023 ATTESTED BY NICOLE EWAN ATTESTED DATE 4/26/2023 DATE RECEIVED FROM ISSUING DEPT. 5/10/2023 NOTE CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Housing and Community Development DEPT. CONTACT PERSON: Maria T. Ason EXT. *Cell phone305-301-5148 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: The Village Miami Phase II-+, LLC IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? ❑ YES ® NO TOTAL CONTRACT AMOUNT: $0 FUNDING INVOLVED? ® YES ❑ NO TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: (PLEASE SPECIFY) CDBG-CV Loan Agreement ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT PURPOSE OF ITEM (BRIEF SUMMARY): Execution of the CDBG-CV loan documents in connection with the Villages Apartments Phase II project allocated to the project for development costs. COMMISSION APPROVAL DATE: / / FILE ID: N/A ENACTMENT NO.: IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: The City has allocation funding for the development of the Villages Apartments Phase II project that will provide affordable housing to low and very low income households. ROUTLNG-IN oRivi4TION' , ; ;- _. . , ',: Date \FI PL , -'SEE 1 T AND SIGN ` BY DEPARTMENTAL DIRECTOR George n redo Dur !!!!!!. 0APPROVAL �� / SIGNAT� SUBMITTED TO RISK MANAGEMENT f/ )3SIGNA Arm-Mariela UREs�. 4.4 TO CITY ATTORNEY x eli- ' L Tl �itr� Ia3 Victo i Men bi\--;,SUBMITTED SIG • iii././..<c- Larry Spring APPROVAL BY ASSISTANT CITY MANAGER k 19 SIGNATURE: Art Noriega RECEIVED BY CITY MANAGER Y4 V)"; SIGNATURE: :........ _.............:.. �'l /p :3 PRINT: ,A44--x.c`4— 7 _ e 0 1) ONE ORIGINAL TO CITY CLERK, 1 SIGNATURE: 2) ONE COPY TO CITY ATTORNEY'S OFFICE, .33 310.33 3) REMAINING ORIGINAL(S) TO ORIGINATING PRINT: /44 F�;4 T: 4--{,kt- DEPARTMENT -1-1/2 7/2-) SIGNATURE: No Fib PRINT: M ce.A.c ' `" SIGNATURE: - PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER CDBG-CV LOAN AGREEMENT FOR THE VILLAGES APARTMENTS PHASE II This Community Development Block Grant - COVID Program Loan. Agreement (this "Loan Agreement" or this "Agreement") dated as of the 28th day of April, 2023, is by and between the CITY OF MIAMI a municipal corporation of the State of Florida (hereinafter the "C " or "Lender"), and THE VILLAGE MIAMI PHASE H, LLC, a Florida limited liability company (hereinafter the "Project Sponsor" or "Borrower"). FUNDING SOURCE: Community Development Block Grant - COVID ("CDBG- CV") Program $2,500,000.00 in CDBG-CV Funds The City of Miami Housing and Commercial Loan Committee approvals of February 28, 2023 The Villages Apartments Phase II New Construction of an 8-Story Residential Rental Building The Village Miami Phase II, a Florida limited liability company New Urban Development LLC, a Florida limited liability company RSEP Holding; LLC, a Delaware limited liability company, and its successors and assigns Red Stone Equity Manager, LLC, a Delaware limited liability company See Section 1.19 Thirty (30) years commencing from the.Close-Out of the Project AMOUNT: RESOLUTION: PROJECT NAME: PROJECT TYPE: PROJECT SPONSOR: LAND OWNER: INVESTOR MEMBER: SPECIAL INVESTOR MEMBER: TERM OF THE AGREEMENT: AFFORDABILITY PERIOD:. CDBG-CV ASSISTED UNITS: PROPERTY ADDRESS: One hundred twenty (120) of the Affordable Units shall be CDBG-CV Assisted Units for eligible Low -Income Households and Very Low -Income Households during the Affordability Period. 890 NW 69 Street, Miami, Florida 33150 Page 1 of 42 IDIS NUMBER: SCI NUMBER: EXHIBITS ATTACHED: 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 /ProjectSchedule Budget Form of Disbursement Agreement Affirmative Fair Housing Marketing Plan Form of Leasehold 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 has a ninety-nine (99) year leasehold interest in the real property described in Exhibit "A". The Project Sponsor is constructing a new affordable housing project known as "The Villages Apartments:Phase 1T' (the "Project°') 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 February 28, 2023, the City's Housing and .Commercial Loan Committee ("HCLC") approved a loan of CDBG-CV Program: funds in the amount of Two Million, Five Hundred Thousand and 00/100 :Dollars ($2,500,000.00) (the "CDBG-CV Funds" or "Loan") to Project Sponsor for acquisition, development, and construction of the Project; and WHEREAS, the City and the Project Sponsor intend and agree that the CDBG-CV 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 require's otherwise: Page 2 of 42 1.1 Affordability Period: 1.2 Affordable: 1.3 Close -Out of the Project: 1.4 Contract Records: The period of time that the CDBG-CV 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 Part570, 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- CV Assisted Units have been leased to eligible CDBG-CV 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-CV Funds in carrying out the duties and obligations, required by the terms :of this Agreement, including, but not limited to, financial books and records, ledgers, drawings, maps, pamphlets, designs, electronic tapes, computer drives and diskettes or surveys. 1.5 Effective Date: The date : on which the City Clerk affixes an attestation to this Agreement. 1.6 Omitted 1.7 HUD: The U.S.: Department of Housing and Urban Development. 1.8 . CDBG-CV Assisted Units, or City Assisted Units, or Assisted Units: Of the Project's total one hundred twenty (120) units, all one hundred twenty (120) units shall be CDBG-CV Assisted Units that . shall be occupied by Low Income Households and Very Low -Income Households. Eight (8) one -bedroom one -bathroom CDBG-CV Assisted Units shall be occupied by Very Low -Income Households. Fifteen (15) two -bedroom Page 3 of 42 1.9 CDBG-CV Loan Documents, or Loan Documents: 1.10 CDBG-CV: Funds, or, the Loan: 1.11 CDBG-CV Program: 1.12 : CDBG-CV Requirements: 1.13 Legal Requirements: two -bathroom CDBG-CV Assisted Units shall be occupied by Very Low -Income Households. Five (5) three -bedroom two -bathroom CDBG-CV Assisted Units shall be occupied by Very Low -Income Households. Eight (8) one -bedroom one -bathroom CDBG-CV Assisted Units shall be occupied by Low Income Households. Fifty --seven (57) two -bedroom two -bathroom CDBG-CV Assisted Units shall be occupied: by Low Income Households. Twenty-seven (27) three -bedroom two -bathroom CDBG-CV Assisted Units shall be occupied by Low Income Households. The rents payable on the CDBG-CV Assisted Units are subject to the Covenant and the Rent Regulatory Agreement. Further restrictions apply to the CDBG- CV Assisted Units . as provided in .and this Agreement, the Covenant, the other CDBG-CV Loan Documents. and the Legal. Requirements, as applicable. The CDBG-CV 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-CV 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-CV 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 Page 4 of 42 1.14 Low Income Household: 1.15 Very Low Income Household: 1.16 Project: 1.17 Property: 1.18 Permitted :Senior Financing: pertaining . to the development, construction and/or operation of the Project under the CDBG-CV Program, all as may be amended from time to time. 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 thirty percent (30%) of the median income . -for the area, as determined by HUD, adjusted for family size. The Villages Apartments Phase II is a new construction of an 8-Story residential rental building located at 890 NW 69 Street, Miami, Florida 33150. The project will have a total of one hundred twenty (120) units. All one hundred twenty (120) units shall be CDBG-CV Assisted Units and shall be occupied by eligible :tenants, as described herein, and shall be comprised of sixteen (16) one bedroom/one bathroom apartment: units, seventy-two (72) two bedroom/two bathroom apartment units, and thirty-two (32) three bedroom/two bathroom apartment units. The building on the Property shall be constructed 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 :890 NW 69 Street, Miami, Florida 33150, 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. The loans specified to be senior to the Loan: as shown in Schedule A, attached hereto and incorporated herein. 1.19 Term: The period commencing on the Effective Date hereof and ending at the expiration of the Affordability Page 5 of 42 1.20 The Covenant: 1.21 Omitted 1.22 Omitted 1.23 The Note: 1.24 The Mortgage 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-CV Assisted Units will, qualify and remain Affordable during the Affordability Period. 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-CV FUNDS Upon satisfaction of all conditions set forth herein, the City has disbursed or shall disburse the CDBG-CV Funds to the Project Sponsor for the purposes herein set forth. 2.1 Use of Funds. The CDBG-CV Funds shall be used for development and construction costs so that the Project can be constructed, in accordance with the Scope of Work and Project Schedule, 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-CV 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"), 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-CV Funds will be in compliance with the requirements of 24 CFR 570. Page 6 of 42 Project Sponsor acknowledges and affirms that Ten Thousand and 00/100 Dollars ($10,000.00) of the CDBG-CV 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-CV 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 (which City acknowledges has already been obtained). 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-CV 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-CV Funds. Repayment by the Project Sponsor of principal, accrued interest, and other costs and charges set forth in the CDBG-CV Loan Documents shall be deferred to the end of the Affordability Period, at which time the accrued interest and principal shall be due and payable. Upon the expiration of the Affordability Period, the CDBG-CV 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 zero percent (0%) 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, maybe 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 apart 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-CV 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 but no later than thirty-six (36) months from the Effective Date; (iv) Rent one hundred twenty (120) CDBG-CV 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 Page 7 of 42 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-CV.Assisted Units to Low -Income Households and Very Low -Income Households in accordance with the requirementsof this Agreement, the Rent Regulatory Agreement and the other CDBG-CV Loan Documents; and Throughout the AffordabilityPeriod, comply with all applicable CDBG- CV Requirements and all applicable requirements hereof and in the other CDBG-CV Loan Documents; (vi) then, in such event, the City may, in its sole and absolute discretion, cancel all remaining indebtedness on the Loan, cancel the CDBG-CV Note (and deliver, or cause to be delivered, the cancelled original CDBG-CV Note to the Project Sponsor), and satisfy the Mortgage (and prepare and record a satisfaction of the Mortgage in the Public Records of Miami -Dade County, Florida). D. Notwithstanding any provision herein to the contrary, the amount of the CDBG-CV 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 VH 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 Five Thousand and 00/100 Dollars ($5,000.00) commitment fee prior to the disbursement of any CDBG-CV Funds. ARTICLE III DISBURSEMENT REQUIREMENTS 3.1 CONDITIONS OF DISBURSEMENT OF CDBG-CV FUNDS. The City shall not be obligated to disburse the CDBG-CV Funds unless and until the City has received the following: 3.1.1 Title Insurance. A title insurance commitment issued by a title insurance company acceptable to the City identifying the City's insurable interest, the Project Sponsor's leasehold estate in the Property, together with copies of all instruments which appear as exceptions therein. The title commitment and policy shall be issued without exceptions, except for those exceptions permitted by the City, and shall include such affirmative coverage as the City shall require. 3,1.2 Survey. An original current survey of the Property made by a registered surveyor satisfactory to the City and the title company and.containing such certifications as the City and the title company may require. Page 8 of 42 3.1.3 Zoning. Evidence that the Property and the proposed improvements comply with all applicable zoning ordinances. 3.1.4 CDBG-CV Program. Evidence of the Project Sponsor's satisfactory compliance with all of the applicable requirements of the CDBG-CV Program, pursuant to 24 CFR Part 570, as hereinafter detailed. . 3.1.5 Corporate Documents. (a) The articles of organization or partnership/operating agreement, or its equivalent, and a good standing certificate for the Project Sponsorand 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 member or manager certified by: the Corporate Secretary or other authorized signer, authorizing the consummation of the transactions contemplated hereby, all satisfactory to the City. (c) Evidence satisfactory to the City that Project Sponsor or any partner or member of such entity, is qualified to receive funds under the CDBG-CV Program in accordance with the CDBG-CV Requirements. 3.1.6 Insurance Policies. The Project Sponsor shall obtain and furnish evidence of insurance coverage as the City may require in connection with the: Project, which may include, but is not limited to, the following: (a) Commercial General Liability with limits of not less than $1,000,000.00 per occurrence and $2,000,000.00 annual policy aggregate, protecting the City and :the Project Sponsor against bodily injury, including death and property damage liability incidental to the use of, or resulting from an accident occurring on or about, the Property. Such policy should include coverage for premises and operations, personal and adv. liability, and completed operations, explosion, underground hazards and independent contractors, if applicable. In addition, automobile liability must be included affording coverage on all owned vehicles of the Project Sponsor, as well as coverage for non -owned and hired automobiles exposures with a combined Single Limit of at least $1,000,000.00. The certificate :must also include coverage for umbrella liability with limits of $1,000,000 per occurrence, $2,000,000 policy. aggregate. The City must be listed as an additional insured ona primary and non contributory basis. (b) Workers' compensation insurance as required by the laws of the State of Florida. Page 9 of 42 (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, provided by the Project Sponsor or General Contractor pursuant to the requirements contained in Exhibit "J" 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 required its contractors to comply with the insurance requirements and ; obtain and furnish evidence of any other insurance coverage the City may require during construction, 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 ofthe:specified insurance coverage fourteen (14) calendar days prior to the start of Project shall delay the disbursement of the CDBG-CV Funds. 3.1.7 Operative Documents. This Agreement, the Covenant, the other CDBG-CV Loan Documents, and all other CDBG-CV 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 Ten Thousand and 00/100 Dollars ($10,000) for the performance of services or the supply of materials in connection with the Project to be funded pursuant to this Agreement. Page 10 of 42 3.1.10 Compliance with CDBG-CV Requirements. All other documents required by the CDBG-CV Program evidencing compliance with.CDBG-CV 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. 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) calendar 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-CV Funds be advanced, nor are any costs tobe incurred, until satisfactory completion of an environmental review and receipt by the City of a release of funds Page 11 of 42 from HUD under 24 CFR Part 58. CDBG-CV 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-CV PROGRAM REQUIREMENTS The Project Sponsor shall comply with all applicable requirements of the CDBG-CV Program including, but not limited to, the following CDBG-CV Requirements: 4.1 GENERAL. 4.1.1 The Project Sponsor shall maintain current documentation that its activities qualify under the CDBG-CV Requirements. 4.1.2 The Project Sponsor shall ensure and maintain documentation that sufficiently demonstrates that each activity assisted in whole or in part with CDBG-CV 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 Part 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 may attend meetings of the appropriate committees and citizen participation structures upon the request of the citizen participation officers or the City, Page 12 of 42 provided that the Project Sponsor shall be given reasonable notice of said meetings. 4.1.7 Throughout the Affordability Period the Project Sponsor shall comply with all Project housing quality standards imposed by the City. 41.8 The Project Sponsor agrees that throughout the Affordability Period, Rents and tenant incomes for the CDBG-CV Assisted Units shall be monitored by the City. 41.9 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 very low, low, andmoderate income City residents of the service community opportunities for training and employment. 4.1.12 _ Intentionally Deleted. 4.2 REAL PROPERTY. 4.2.1 The following restrictions shall apply to all real property acquired or improved in whole or in part with the CDBG-CV Funds in excess of Twenty -Five Thousand and 00/100 Dollars($25,000.00). The Property must either be: (a) In addition all other terms of the Loan Documents, used to meet one of the national objectives set forth in 24 C.F.R. 570.208 for five (5) 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 CDBG-CV Funds disbursed at the time of default, plus accrued interest. This provision shall be cumulative and not mutually exclusive, and the City may resort to any one or more or all of the remedies .available to the City without exclusion of any other. 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 differentfrom the Borrower; :information on the transfer or disposition of the property; and a Page 13 of 42 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-CV 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-CV activity that will be completed. 4.3 PERSONAL PROPERTY. 4.3.1 Definitions. (a) Personal Property. Personal Property of any kind except real property: 1) Tangible. All personal property having physical existence 2) Intangible. All personal property having no physical existence such as.patents, inventions and copyrights. (b) Non -expendable Personal Property. Tangible personal property ofa non- consumable nature, with a value of Five Hundred and 00/100 Dollars ($500.00). or more per item, with:a normal expected life of one (1) or more years, not fixed in place, and not an integral part of a structure, facility, or another piece of equipment. (c) Expendable Personal Property. All tangible personal property other than non -expendable property. 4.3.2 Requirements. The Project Sponsor shall comply with the non -expendable personal property requirements stated below: (a) All non -expendable personal property purchased in whole or in part with funds from this 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. Page 14 of 42 (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, upon the occurrence of an Event of Default and expiration of all applicable notice and cure periods. 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-CV Funds hereunder: (a) Identify the full, correct, and legal name of all parties; (b) Describe the activities to be performed; (c) Present a complete and accurate breakdown of its price component; (d) Incorporate a provision requiring compliance with all applicable regulatory and other requirements of this Agreement, including but not limited to the City's Minority Procurement Ordinance, and with any other conditions and/or approvals that the City may deem necessary. The requirements of this subparagraph apply to subcontracts and: assignments in which parties are engaged to carry out any eligible substantive programmatic service, as may be defined by the City, set forth in this Agreement.: The City shall in 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-CV 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 normallyavailable to direct employees of [the: Project Sponsor]. [The Consultant] assumes full responsibility for the provision of all insurance and . fringe benefits for Page 15 of 42 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. 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 foim as may be requiredby the City. Both the Progress Report and the Earned Income Report shall be. provided to the City on a quarterly basis. Page 16 of 42 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. 4.6.1.3 Affirmative Action Plan. The Project Sponsorshall report to the City such information relative to the equality of Project employment opportunitiesas 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 Ten Thousand and 00/100 ($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 Rent 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 construction or in the. Affordability Period,. including, without limiting the foregoing, OMB A-133; and (ii) all applicable insurance requirements relating to such otherpreviously funded projects of the Project Sponsor. 4.6.1.8 All such other reports as may be reasonably requested by the City. 4.6.1.9. Audits, Other Information and Records. 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 (2) :copies of each such audit must Page 17 of 42 be delivered to the City no later than six (6) months following the end Of each Project Sponsor fiscal year. Each such audited financial statement is to be for the twelve (12) months 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 Five Hundred and 00/100 :Dollars ($500.00) will be assessed by the City for failure to submit any of the required audited financial statements or the certification each year as required. At the request of the City,: the Project Sponsor shall also furnish to the City unaudited financial statements of the Project Sponsor; certified by the Project Sponsor's principal financial or accounting officer, covering such financial matters as the City may request, including without limitation, monthly statements with respect to the Project. (ii) The Project Sponsor shall maintain all Contract Records in accordance with generallyaccepted 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 keepingand audit requirements detailed in this Agreement. The City shall in its sole discretion Page18of42 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 otherreports that the City may reasonably require, in such form, manner and frequency as the City may require to monitor the progress of the Project and the Project Sponsor's performance and compliance with this Agreement, the Rent Regulatory Agreement, the other CDBG-CV 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, 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-CV FUNDING. The Project Sponsor acknowledges that under the CDBG-CV Program, additional CDBG-CV funds may be committed to the Project up to Page 19 of 42 one (1) year after "Project Completion", but the amount of CDBG-CV 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-CV Funds from the Project, if by no later than six (6) months from the date of approval of the CDBG-CV 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 company, duly organized, validly existing and in good standing under the laws of the State of Florida, and has full power and authority to conduct its business as presently conducted, to receive the CDBG-CV Funds, and to acquire, own, operate, and develop the Project. The Project shall comply with all applicable CDBG-CV 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-CV Program, this Agreement, and/or the other CDBG-CV Loan Documents, are true and correct in all material respects and accurately set forth the facts contained therein and neither misstate any material fact nor, separately or in the aggregate, fail to state any material fact necessary to make the statements made therein not misleading. 5.3 Absence of Proceedings. Actions and Judgments. There are no conditions, circumstances, events, agreements, documents, instruments, restrictions, actions, suits or proceedings pending or threatened against or affecting the Project Sponsor, the Project or the Property which could adversely affect the Project Sponsor's ability to comply with the CDBG-CV 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-CV 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-CV 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-CV Documents: (i) do not and will not conflict with or result in violation Page 20 of 42 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-CV Loan Documents, when executed and delivered, shall constitute the duly authorized, legal, valid and binding obligationsof the Project Sponsor and will be enforceable in accordance with their respective terms. 5.6 Marketable Title. The Project Sponsor has a leasehold interest in and to the Property, subject only to: (a) the exceptions and other matters set forth in that certain Title Insurance Commitment (Order Number 10535120) issued by Fidelity National Title Insurance Company, effective as of January 11, 2023 at 11:00.pm, as endorsed (collectively, the "Title Commitment and Exceptions"); and (b) from time to- time, the granting of utility and similar easements on a non -material portion of the property to utility and similar service providers for the installation and maintenance of utility and similar service equipment and components. 57 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 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 Second Amended and Restated Ground Lease Agreement between the Project Sponsor :and Land Owner for the Property and leases for the rental of each CDBG-CV 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. Page 21 of 42 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-CV Program, the negotiation of this Agreement and the other CDBG-CV 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- CV 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-CV Funds hereunder by the Project Sponsor shall be deemed to be a reaffirmation of each of the representations and warranties given in this Agreement. ARTICLE VI PROJECT SPONSOR'S AND OWNER'S OBLIGATIONS 6.1 Scope of Work. The Project Sponsor shall perform the Scope of Work as set forth herein and on Exhibit "B" attached hereto. Project Sponsor shall: (a) meet all of its obligations hereunder and under all of the CDBG- CV 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 twenty (120) CDBG-CV 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-CV 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-CV Loan Documents; Page 22 of 42 (e) obtain all required certificates of occupancy for the Project within eighteen (18) months but no later than thirty-six (36) months from the Effective Date; and (f) throughout the Affordability Period, comply with all applicable CDBG-CV Requirements and all applicable requirements hereof and in the other CDBG-CV Loan Documents with regard to the CDBG-CV Assisted Units. The tenant's portion of rents charged for CDBG-CV 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. (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 fmal 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 Page 23 of 42 of royalty -free, non-exclusive, and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, the Contract Records for public purposes. Should Project Sponsor determine to dispute any public access provision required by Florida Statutes, then Project Sponsor shall do so at its own expense and at no cost to the City. IF PROJECT SPONSOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO PROJECT SPONSOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT AS A PUBLIC CONTRACT, PLEASE CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT TELEPHONE NUMBER 305-416-1800, EMAIL: PUBLICRECORDS@MIAMIGOV.COM, AND MAILING ADDRESS: PUBLIC RECORDS C/O OFFICE OF THE CITY ATTORNEY, 9TH FLOOR, MIAMI RIVERSIDE CENTER, 444 S.W. 2ND AVENUE, MIAMI, FLORIDA 33130 OR THE CITY'S DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT'S CUSTODIAN OF RECORDS AT 2ND FLOOR, 14 NORTHEAST 1ST AVENUE, MIAMI, FLORIDA 33132. If the Project Sponsor receives funds from, or is under regulatory control of, other governmental agencies and those agencies issue monitoring reports, regulatory examinations, or other similar reports, the Project Sponsor shall provide a copy of each such report and any follow- up communications and reports to the City immediately upon such issuance unless such disclosure is a violation of those agencies' rules. 6.5 Prior Approval. Except for encumbering the Property as required to obtain the permitted financing as set forth in Section 5.17 of this Agreement and Schedule A attached, the Project Sponsor shall obtain the City's prior written approval prior to undertaking any of the following with respect to the Project and/or the Property: (a) the sale, assignment, pledge, transfer, hypothecation or other encumbrance or disposition of any proprietary or beneficial interest in the Project Sponsor, the Project or the Project Sponsor's estate in the Property, or any change in the operating control of the Project Sponsor, which shall require the prior approval of the City's HCLC or the City Commission, as appropriate. Notwithstanding anything to the contrary contained herein or in the Loan Documents, no Lender consent shall be required for any transfers, sales or assignments of investor member interests in Borrower. (b) Except in the case of repair or replacement caused by normal wear and tear, and otherwise due to casualty or condemnation in accordance with the terms of this Agreement, the disposition of any real property or any expendable personal property or non -expendable personal property as defined in Paragraph 4.3.1. Page 24 of 42 (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 6.5.1 The City of Miami's Director of Housing and Community Development 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 ofits 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-CV 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. 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 orapparent improprieties of any party under or in connection with the Legal Requirements, including the standards for procurement. Page 25 of 42 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-CV Program or this Agreement, or who is in a position to participate in the decision -making process or gain inside information regarding CDBG-CV-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 anda for -profit or nonprofit subsidiary or affiliate organization, an organization with an overlapping board of directors, and an organization for which the Project Sponsor is responsible for appointing memberships. The Project Sponsor shall report this. information to the City upon forming: the relationship, or if already formed, shall report such relationship prior to or simultaneously with: the execution of this Agreement. Any supplemental information shall be promptly reported to the City no later than in the next required Progress Report, as described above. 6.9 Publicity and Advertisements. The Project Sponsor shall ensure that all publicity and advertisements prepared and released by the Project Sponsor; such as pamphlets and news releases, related to activities funded by this Agreement, and all events carried out to publicize the accomplishments of any activities funded by this Agreement, recognize the :City as one of its funding sources. 6.10 Procurement. The Project Sponsor shall make a positive effort to procure supplies, equipment, construction, or services to fulfill this Agreement from minority and women owned businesses, and to provide these sources the maximum feasible opportunity to compete for subcontracts to be performed pursuant to this Agreement. To the maximum extent feasible, these businesses shall be located in or owned by residents of the community development areas designated by the City. 6.11 Additional Funding. The Project Sponsor shall not procure any other financing in connection with the Project or the Property without the prior written consent of the City, other than those financings disclosed to the City in writing as of the date hereof, which, for avoidance of doubt, are provided for in Section 5.17 of this Agreement. 6.12 Reversion of Assets. The Project Sponsor shall return to the City upon the expiration or termination of this Agreement any CDBG-CV Funds on hand, any funds or accounts receivable attributable to the CDBG-CV .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 Page 26 of 42 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-CV 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-CV Note. 614 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 withi 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) (B) (Q 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. 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. 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 ofapprenticeship and training positions, the qualifications for each; and the name and location of the person(s) Page 27 of 42 (D) 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. (E) 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. (F) With respect to work performed in connection with Section 3 covered Indian housing assistance, Section 7(b) of the Indian Self - Determination and Education Assistance Act (25 U.S.C. 450e) also applies to the work to be performed under this contract. Section 7(b) requires that to the greatest extent feasible (i) preference and opportunities for training and employment shall be given to Indians, and (ii) preference in the award of contracts and subcontracts shall be given to Indian organizations and Indian -owned Economic Enterprises. Parties to this contract that are subject to the provisions of Section 3 and Section 7(b) agree to comply with Section 3 to the maximum extent feasible, but not in derogation of compliance with Section 7(b). 6.16 Signage, Acknowledgement; Publicity. During the Term of this Agreement, the Project Sponsor shall furnish signage identifying the Project and shall acknowledge the contribution of the City by incorporating the seal of the City and the names of the City commissioners and officials in all documents, literature, pamphlets, advertisements, and.signage, permanent or otherwise in accordance with Section 6.9 hereof. All such acknowledgments shall be in a form acceptable to the City, as provided on Exhibit "I" attached hereto and made a part hereof. Page 28 of 42 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 Ten Thousand and 00/100 ($10,000.00) of the CDBG-CV 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-CV 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. 619 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). The Project Sponsor shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the City, including Titles I and II of the ADA (regarding nondiscrimination on .the basis of disability) and all applicable regulations, guidelines and standards. Additionally, the Project Sponsor shall take affirmative steps to ensure nondiscrimination in the employment of disabled persons. Page 29 of 42 (ii) The Borrower shall comply at all times with all applicable CDBG-CV Requirements including, but notlimited 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-CV Loan Documents, the Project Sponsor may make insurance proceeds available for the restoration and repair of the Property and the Project if all of the following conditions are met: (i) the Project Sponsor is not in breach or default of any provision of the Mortgage or any other loan document between the Project Sponsor and Lender; (ii) the Project Sponsor determines that there will be sufficient funds, through insurance proceeds and contributions by the Project Sponsor, to (a) restore and repair the Property and the Project to a condition as close as reasonably possible to what previously existed, and (b) meet all operating costs and other expenses, payments for reserves and. loan repayment obligations relating to the Property and the Project until completion of the restoration and repair of the Property and/or the Project to a condition as close as reasonably possible to what previously existed; (iii) the Project Sponsor determines that the rental income of the Project, after restoration and repair to a condition as close as reasonably possible to what previously existed, will be sufficient to meet all operating costs and other expenses, payments for reserves and loan repayment obligations relating to the Project, and (iv) : the Project Sponsor has received the City's written concurrence with such determination. 6.23 Condemnation Proceeds. Notwithstanding anything to the contrary contained herein or in the other CDBG-CV 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-CV 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 Page 30 of 42 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 asclose 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'swritten concurrence with such determination. ARTICLE VII DEFAULT 7.1 The happening of any one ormore of the following events shall constitute an Event of Default: (a) Failure of any of the CDBG-CV Assisted Units to remain Affordable at any time during the Affordability Period. (b) If any material term, condition or representation contained in this Agreement or any of the other CDBG-CV 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) calendar 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 Sponsor, without the prior approval of the City's HCLC or the City Commission, as appropriate. (e) In the event that the City reasonably determines that the Project is not being constructed in a good and workmanlike manner in . accordance with the Scope of Work, or that the Project Sponsor is failing to comply promptly with any requirement or notice of violation of law issued by or filed by the City or any department of any governmental authority having jurisdiction over the Project Sponsor or the Property. Page 31 of 42 (f) (g). Failure by the Project Sponsor to materially comply with any term or provision of this Agreement or any of the CDBG-CV Loan Documents, or the occurrence of an event of default under any of the other CDBG-CV 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. 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. (i) 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 under any Loan Document to the Project Sponsor, after which: the Project Sponsor shall have thirty (30) calendar days to cure said default (except for the events described in Section 7.1 (b) and (d) above for which the aforementioned cure period shall not apply). In the event a default which is permitted to be. cured cannot practicably be cured within thirty (30) calendar days, the Project Sponsor shall have such additional time as may be required to effect a cure, so long as (a) the cure iscommenced within thirty (30) calendar daysand is diligently prosecuted and (b) the lack of a cure during such continuing cure period has no material adverse effect on the Project. Notwithstanding anything to the contrary contained herein or in any Loan Document, the City shall provide the Investor Member and Special Investor Member written notice of any default, hereunder or under any. Loan Documents. The City agrees to accept a cure of any default committed by the Project Sponsor, which cure is tendered or effected by Investor Member or Special Investor Member, as if such cure had been tendered or effected by Project Sponsor. If a cure is being tendered or effected by the Investor Member or Special Investor Member, the Project Sponsor and Investor Member or Special Investor Member shall provide written notice to the City that the cure is being tendered or effected by the Investor Member or Special Investor Member on behalf of the Project Sponsor, and the City shall accept such cure as Page 32 of 42 if the same had been tendered by the Project Sponsor. The City retains the sole right to reject any cure being tendered or effected by the Project Sponsor, Investor Member, or Special Investor Member if in the City's sole discretion does not adequately cure the event of default. If an Event of Default under any Loan Document shall continue uncured for a period of thirty (30) consecutive days following written notice thereof to the Project Sponsor (except for the events described in Section 7.1 (b) and (d) above for which the aforementioned cure period shall not apply and except for cures which are continuing as provided in the preceding paragraph), and subject to the provisions of the last paragraph of this Section, the City shall have the absolute right, at its option and election and in its sole discretion to: (a) Specific Performance. Institute : appropriate proceedings to specifically enforce performance of the terms and conditions of this Agreement; (b) Recapture of CDBG-CV Funds. Demand that the Project Sponsor reimburse .the City for the CDBG-CV Funds disbursed to the Project Sponsor pursuant to this Agreement. The Project Sponsor shall reimburse City in the amount of the CDBG-CV Funds disbursed to the Project Sponsor pursuant to this Agreement, subject to any limitations contained in the CDBG-CV Note and/or Mortgage concerning Borrower's or Project Sponsor's liability for amounts due under the CDBG-CV 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, in equity, or in any of the other CDBG-CV Documents. It is understood and agreed that the occurrence of an event of default under Section 7.1 (b) or (d) shall immediately entitle the City to exercise any of the above described remedies without the need to give the Project Sponsor notice thereof or the opportunity to cure. The rights and remedies of the City hereunder shall be cumulative and not mutually exclusive, and the City may resort to any one or more or all of said remedies without exclusion of any other. No party other than the City, whether the Project Sponsor or a material man, laborer, subcontractor or supplier, shall have any interest in the CDBG-CV Funds withheld because of a default hereunder, and shall not have any right to garnish or require or compel that payment thereof be applied toward the discharge or satisfaction of any claim or lien which any of them may have. 8.2 In addition to any other remedies provided for herein or in any of the other Loan Documents, upon the occurrence and during the continuation (beyond applicable grace and cure periods) of an Event of Default: Page 33 of 42 (a) All sums outstanding under the Note shall bear interest at the highest rate allowable bylaw. 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, manager or member 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. Notwithstanding anything to the contrary contained herein, this provision shall not apply to the Investor Member and Special Investor Member. 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. 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. Page 34 of 42 The Project Sponsor shall require all Sub -contractor agreements, if applicable, to include a provision that they will indemnify, defend and hold harmless the City. The Project Sponsor agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of the Project Sponsor in which the City participated 'either through review 'or concurrence of the Project Sponsor's actions. In reviewing, approving or rejecting any submissions by the Project Sponsor or other acts of the Project Sponsor, the City in no way assumes or shares any responsibility or liability of the Project Sponsor or Sub -contractor under this Agreement. ARTICLE X TERMINATION The Project Sponsor acknowledges that this Agreement may be terminated if the Project Sponsor materially fails to comply with the terms contained herein. 10.1 Termination Because of Lack of Funds. In the event the City does not receive from its funding source funds to finance this Agreement, or in the event that the City's funding source de -obligates the funds allocated to fmance 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 bycertified 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-CV 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 cureperiod is otherwise provided in this Agreement), and unless the Project Sponsor's breach is waived by the City in writing, the City may, by written notice to the Project Sponsor, terminate this Agreement upon not less than twenty-four (24) hours prior written notice. Said notice shall be delivered by certified mail, return receipt requested, or by in person delivery with proof of delivery. Waiver of breach of any provision of this Agreement shall not be deemed to be a waiver of _ any other breach and shall not be construed to be a Page 35 of 42 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. 10.4 The City may terminate this Agreement in accordance with the provisions of 24 CFR §85.44: 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-CV 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-CV Program, the City may utilize any enforcement measures it deems necessary. 12.2 Renegotiation or Modification. Modification of provisions of this Agreement shall be valid only when in writing and signed by the parties hereto. The parties agree to modify this Agreement if the City determines, in its sole and absolute discretion, that federal, state, and/or local governmental revisions of any applicable laws or regulations, or increases or decreases in budget allocations, make changes to this Agreement necessary. The City shall be . the final authority in determining whether or not funds for this Agreement are available due to federal, state Page 36 of 42 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 tobe a modification of this Agreement. 12.4 Budget and CDBG-CV 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-CV Loan to be granted hereunder is changed, or unless otherwise required by the City. A revision to the CDBG-CV 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 "Ci 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) calendar 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 and any other Loan Document shall be in writing and addressed as follows: To City: City of Miami Department of Housing and Community Development One Flagler Building 14 Northeast 1st Avenue, Second Floor Miami, Florida 33132 Attn: George Mensah, Director Page 37 of 42 With Copy To: City Attorney City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 Attn: Victoria Mendez To Project Sponsor: The Village Miami Phase II, LLC 8500 NW 25 Avenue Miami, FL 33147 Attu: Oliver L. Gross With Copy to: Terry M. Lovell,Esq. Bilzin Sumberg Baena Price & Axelrod LLP 1450.Brickell Avenue, 23rd Floor Miami, FL 33131 To the Investor Member or Special Investor Member: c/o Red Stone Equity Partners, LLC 90 Park Avenue, 28th floor New York, NY 10016 Attention: General Counsel With a copy to: Applegate & Thorne -Thomsen, PC 425 S. Financial Plaza, Suite 1900 Chicago, IL 60605 Attention: Bennett P. Applegate Except as otherwise provided in this Agreement, notice shall be deemed given upon hand delivery, five (5) business days after depositing the same with the U.S. Postal Service, or date of actual receipt if sent by registered, or certified U.S. Mail, return receipt requested. The address or designated representative of the parties may be changed by notice given in, accordance with this section. 12.9 Conflicts with Applicable Laws. If any provision of this Agreement conflicts with any applicable law or regulation; only the conflicting provision shall be deemed by the parties hereto to: be modified, or to be deleted if modification is inappropriate, to cause the provision to be consistent with the law or regulation. However, the obligations under this Agreement, as modified, shall continue and all other provisions of this Agreement shall remain in full force and effect. 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: Page 38 of 42 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 Fair Housing Marketing Plan Form of Leasehold Mortgage and Security Agreement Form of Declaration of Restrictive Covenants Form of Rent Regulatory. Agreement Signage Requirements Additional Insurance Requirements Permitted Senior Financing 12.11 WAIVER OF JURY TRIAL. NEITHER THE PROJECT SPONSOR NOR ITS SUBCONTRACTOR(S), NOR ANY OTHER PERSON LIABLE FOR . THE RESPONSIBILITIES, OBLIGATIONS, SERVICES AND REPRESENTATIONS HEREIN, NOR ANY ASSIGNEE, SUCCESSOR, HEIR OR PERSONAL REPRESENTATIVE OF THE PROJECT SPONSOR, 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 February 28, 2023 ("Award Memoranda") are hereby incorporated by reference. To the extent of any conflict between the Award Memoranda and the CDBG-CV Loan Documents and when interpreting the intent of the CDBG-CV Loan Documents,whichever provision is strictest will control. 12.13 Goveming 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. Page 39 of 42 12.14 Subordination. The obligations under this Loan Agreement are subordinate to those certain Multifamily Housing Revenue Bonds (The Villages Apartments, Phase II), Series 2023, in the original:aggregate principal amount of $32,500,000, and are subject in all respects to that certain Subordination Agreement, dated as of April 1, 2023, by and among Borrower, Lender, Miami -Dade County, Florida, a political subdivision of the State of Florida, and The Bank of New York Mellon Trust Company, N.A., a national baking association, as trustee. 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 sixty (60) calendar days before the Project's construction commences, then the City is permitted to recommend to HCLC that the CDBG-CV Funds should be de -obligated for this Project. 12.16 Tenant Lottery. The selection of eligible tenants to occupy the CDBG-CV 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-CV Assisted Units shall comply with the requirements of the City of Miami Ordinance #13645 regarding Resident Preference. 12.17 Costs, Including Attomey's Fees. In the eventlitigation, 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 j udgment. 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 executedshall be deemed to be an original, and such counterparts shall together constitute but one and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees. to: promptly execute and deliver to the other parties an original signed Agreement upon request. 12.20 The parties hereto agree that the Loan will be non recourse except that the exceptions to non -recourse liability applicable to any Permitted Senior Financing shall also apply to this Loan. Page 40 of 42 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 41 of 42 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their undersigned officials as duly authorized. PROJECT SPONSOR: THE VILLAGE MIAMI PHASE II, LLC, a Florida limited liability company By: Villages II limited lia By: Nam- Oliver L. Gross, Title: President nager, LLC, a F'(brid lit�y company, it ACKNOWLEDGMENT STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me by means of physical presence or O online notarization, this 1d-4 day of April, 2023 by Oliver L. Gross as President of Villages II Manager, LLC, a Florida limited liability company, LLC, the Manager of The Village Miami Phase II, LLC, a Florida limited liability company. He is e sr pally knownito me or has produced i�nature of Person Taking Acknowledgment (Printed, Typed, or Stamped Name ofNotary Public) Nctiochct orY10.4.6 Serial Number, if any Page 42 of 42 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their undersigned officials as duly authorized. CITY: ATTEST: CITY OF MIAMI, ./municipal corporation of the State of Florida By. q01-. Todd H Date: APPROVED REQUIRE By: Arthur NorieV, C Manager APPROVED AS TO FORM AND CO'' • CTNESS: By: Ann- arie Sh. r e Victo a Mende Dire tor of Ris Manag ment City Attorney APPROVE DEP By: Georg Directo artmenf Housing and Comm ty ) - ` opmnt T AS TO NT�L RE UIREMENTS: Xfh a3- Ysa EXHIBIT "A" LEGAL DESCRIPTION OF THE PROPERTY That leasehold estate created by that Lease by and between New Urban Development LLC; a Florida limited liability company, Lessor, to The Village Miami Phase II, LLC; a Florida limited liability company, Lessee, as evidenced by the Memorandum of Lease, recorded March 31, 2023, in Official Records Book 33646, Page 2466, over the following described lands: A PORTION OF TRACT "A;" NORTHWESTERN TRACTS, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 170, AT PAGE 72 OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, DESCRIBED AS FOLLOWS: COMMENCE AT THE INTERSECTION OF THE CENTERLINE OF NW 69TH STREET AND NW 7TH AVENUE; THENCE NORTH 89 DEGREES 41 MINUTES 44 SECONDS WEST, ALONG THE CENTERLINE OF: NW 69TH STREET, FOR 712.96 FEET; THENCE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST FOR 25.00 FEET TO THE POINT OF BEGINNING; THENCE .CONTINUE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST FOR 96.90 FEET; THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS WEST FOR 118.30 FEET; THENCE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST FOR 142.02 FEET; THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST FOR 137.63_FEET; THENCE SOUTH 00 DEGREES 07 MINUTES 27 SECONDS EAST FOR 72.14 FEET; THENCE NORTH 89 DEGREES 40 MINUTES 47 SECONDS WESTFOR618.97 FEET; THENCE NORTH 00 DEGREES 09 MINUTES 32 SECONDS WEST, ALONG THE WEST LINE OF TRACT "A", FOR 285.59:FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE TO THE RIGHT, HAVING FOR ITS ELEMENTS A RADIUS OF 25.00 FEET AND A CENTRAL ANGLE OF 90 DEGREES 27 MINUTES 48 SECONDS; THENCE NORTHEASTERLY ALONG THE ARC. OF SAID CURVE, CONCAVE TO THE SOUTHEAST, FOR AN ARC DISTANCE OF 39.47 FEET; THENCE SOUTH 89 DEGREES 41 MINUTES 44 SECONDS EAST, ALONG THE NORTH LINE OF SAID TRACT "A", FOR 575.14 FEET TO THE POINT OF BEGINNING. EXHIBIT "B" SCOPE OF WORK /PROJECT SCHEDULE WORK SCOPE / DEVELOPMENT SCHEDULE The Villages Apartments Phase II The Villages Apartments Phase II project is new construction consisting of an 8-story mid -rise residential building located at 890 NW 69 Street, Miami in the Liberty City neighborhood. The project will have a total of one hundred twenty (120) units consisting of sixteen (16) one-bedroom/one-bathroom units; seventy-two (72) two-bedroom/two- bathroom units; and thirty-two (32) three-bathroom/two-bathroom units. All units will be City -assisted for very low and low income households. The project will provide parking spaces adjacent to the building. Activity Estimated Date Building Permitting (Permit Ready)' April 2023 Start of Construction May 2023 Construction Completion November 2024 Commence Affirmative Marketing October 2024 Initial Lease -Up (Leasing Activities Commence) October 2024 Stabilized Occupancy January 2025 1 We have submitted our CD's to the City Building Dept. and have already received several rounds of comments. We are hoping to get a permit earlier than January, but of course the review process is not in our control. EXHIBIT "C" BUDGET City of Miami - Department of Community Development SOURCES AND USES: NEW CONSTRUCTION AFFORDABLE RENTAL HOUSING APPLICANT & PROJECT NAME: The Village Apartments Phase II Acquisition Hard Costs Construction (incl. site work) Construction contingency Construction: Concrete/Soil Test Furniture, Fixture, & Equipment Construction Supervision Total Hard Costs Total Project 3,600,000 6% 36,176,317 59% 1,808,816 3% 0°% 90.000 0% 0% 38,075,133 62% Soft Costs Arch Design, Civil Engineering Other Soft Costs Impact & School Fees Permits / Fees Legal Licenses / Environmental / Util Fees Appraisal / Surveys Insurance: Construction Period Marketing /Advertising Loan Closing/ Financing Fees Interest / Carrying Costs Title Insurance & Recording Temporary/Permanent Relocation Fees Taxes Construction Acctg For Use by City: City incurred costs Developer's Fees & Overhead Soft Cost Contingency Total Soft Costs Total Pro'ect Cost 706,107 1% 2,261,202 4% 710.779 1% 226.956 0% 479,905 1% 134,250 0% 17,415 0% 495,696 1% 90,000 0% 1 ,206,253 2% 4,225,000 7% 125,000 0% 168,000 0% 45,000 0% 10,000 0% 8,852.923 14% 206.209 0% 19.960,696 32% 61,635,829 100% Financing Sources: Specify Name Permanent 1st Mortgage HFA Bonds Miami Dade Surtax PHCD Dev. Inflation Relief Funds City of Miami CDBG-CV Funds Limited Partner Equity (Federal) Deferred Developer Fee 2,499,324 1,100.000 4,788,000 1,000,000 - 5,988.317 24.400,000 1.808,816 - 90,000 24.400,000 4,788.000 1,000,000 - 7,887.133 - 706,107 2,261,202 710,779 226,956 479,905 134,250 17,415 495,696 90,000 1,206,253 - 4,225,000 125,000 168,000 45,000 - 676 10,000 - 5,135,490 3,717,433 206,209 - - - 16.243,263 3,717,433 24,400,000 4,788,000 1,000,000 2,500,000 25,230,396 3,717,433 EXHIBIT "D" FORM OF DISBURSEMENT AGREEMENT DISBURSEMENT AGREEMENT FOR THE VILLAGES APARTMENTS PHASE D This Disbursement Agreement (the. "Agreement") for Community Development Block Grant.COVID ("CDBG-CV") :Program funds ("Agreement") is made as of this 28th day of April, 2023 by: and between THE VILLAGE NIIAMI PHASE II, LLC, a Florida limited liability company (the "Project Sponsor"), and the CITY OF NIIANII, a municipal corporation of the State of Florida (the "City"). RECITALS WHEREAS, the Project Sponsor is developing a project known as The_ Villages Apartments Phase II. (the "Project"), that will increase the supply of rental housing units for Low - Income Households and Very Low -Income Households in the community; and WHEREAS, on February 28, 2023, the City's Housing and Commercial Loan Committee ("HCLC") approved an allocation of CDBG-CV Program funds: in the amount of Two: Million, Five Hundred Thousand and 00/100 Dollars ($2,500,000.00) (the "CDBG-CV Funds") to Project Sponsor for Project's hard and soft construction costs; and WHEREAS, the funding commitment of the City to the Project Sponsor for the CDBG- CV Funds is more fully described in that certain CDBG-CV Loan Agreement of even date herewith (the "CDBG-CV Loan Agreement"); and WHEREAS, the Project :Sponsor and the City desire to establish the mechanism whereby the Project Sponsor will apply to receive the CDBG-CV Funds; NOW, THEREFORE, for and in consideration of the Project Sponsor's construction and development of the Project and the reciprocal agreements set forth herein, the Project Sponsor and the City agree as follows: ARTICLE I DISBURSEMENT PROCEDURE 1.1 The CDBG-CV Agreement establishes the conditions to the City's obligation to loan the CDBG-CV Funds to the Project: Sponsor. The Project Sponsor may not request disbursement of funds pursuant to this Agreement until such funds are needed for the reimbursement of eligible costs. Provided the City is obligated to disburse the CDBG-CV Funds pursuant to the CDBG-CV Loan Agreement, the City will disburse such funds in accordance with this Article I. 1.2 The Project Sponsor shall submit draw requests for the CDBG-CV Funds, which draw requests will be submitted not more frequently than one (1) time per month. The Project Sponsor will submit or cause to be submitted the following documentation to the City: (a) Hard Costs: (i) A Request for Disbursement, in a form acceptable to the City, setting forth such details concerning construction of the Project as the City shall require, including: the amount paid to date to the General Contractor constructing the Project (the."Contractor") and pursuant to the contract for the construction of the Project between the Project Sponsor and the Contractor (the "Construction Contract"); the . amounts, if any, paid directly by the Project Sponsor to subcontractors of the Contractor and material men; the amount then currently payable to the Page 1 of 6 Contractor, broken down by trades; the amounts paid on account of the Contractor's construction fee; and the balance of the construction costs which will remain unpaid after the payment of the amount currently payable. (ii) Any Request for Disbursement must be submitted to the City by no later than the thirtieth (30th) day of each month. Each Request for Disbursement must be signed by the Project Sponsor, the Architect for the Project, and the Contractor. (iii) Applications for receiving CDBG-CV Funds for reimbursement of hard costs will include a Memorandum of Advance and such architectural documents as the City may require. ;The City Inspector, as described in Section 1.3 hereof, shall be required to certify with each draw request: the amount of work on the Project that has been completed; the good and acceptable workmanship of the Contractor and its subcontractors; compliance with approved final plans and specifications of the Project; and such other matters as the City may require. Lien waivers/releases shall be submitted to the City Inspector for review and approval before each disbursement. If the City requires that its title insurance policy be updated, the Project Sponsor shall also submit to the title insurance company all lien waivers/releases in connection with each proposed draw. All costs associated with the title insurance company updating the title insurance policy shall be paid by the Project Sponsor. (b) Soft Costs: (i) A Request for Disbursement, in a form acceptable to the City, together with: (a)'original invoices of those costs for which the Project Sponsor is requesting disbursement (If 50% or less of a soft cost is being requested from the City, a copy of the invoice can accompany the Request for Disbursement.), and (b) copies of the Project Sponsor's checks in payment of each soft cost for which disbursement is being requested. (ii) Within thirty (30) calendar days of the date of each Request for Disbursement, the Project Sponsor shall submit to the City copies of its cancelled checks confirming final payment of each cost included in such Request for Disbursement. (iii) Project Sponsor. Each Request for Disbursement of soft costs must be signed by the (c) Such other information and documents as the City may require. (d) Each Request for Disbursement shall constitute a representation and certification by the Project Sponsor and the Contractor to the City that: (i) The materials have been physically incorporated into the Project, free of liens and security interests, and that the construction of the Project to date has been performed substantially in accordance with the drawings and specifications and in a first-class workmanlike manner; (ii) All governmental licenses and permits required by the Project as then completed have been obtained and are available for inspectionby the City; (iii) The Project as then completed does not violate any law, ordinance, rule, regulation, or order or decree of any court or governmental authority; andi Page 2 of 6 (iv) No Event of Default hasoccurred and is continuing and there is no continuing default under the Construction Contract. (v) The Project Sponsor, the Contractor and each subcontractor has complied with all Federal, state and local laws and regulations relating to labor standards and with HUD Handbook 1344.1. (vi) Such other information and documents as the City may reasonably require. 1:3 The City Inspector will review the work that is incorporated into the Project and for which each Request for Disbursement of the. CDBG-CV Funds is s submitted. The City Inspector will review and approve the final plans and specifications for the Project and will review and approve the draw requests based on the percentage .of: work completed. .The City Inspector's reviews, approvals, and conclusions shall be for the sole benefit of the City. All construction change orders must receive the prior written approval of the City Inspector. Change orders that have not received the prior written approval of the City Inspector shall not be approved for payment/ reimbursement by the City. 14 Within ten (10) working days of its receipt of a Request for Disbursement delivered pursuant to Section 1.2 hereof and without attempting to verify the completeness of same, the City will notify the City Inspector of the need to inspect the progress of construction work at the Project (the "Notification") and shall forward to the City Inspector the Request for Disbursement that has been delivered by the Project Sponsor. 1.5 The City Inspector shall complete its inspection and submit its report to the City within five (5) working days of receipt of the Notification. 16 If the City finds the materials submitted by the Project Sponsor and the report of inspection by the City Inspector to be satisfactory to the City and in accordance with the CDBG- CV Loan Agreement, the City shall fund to the Project Sponsor the sum requested by the Project Sponsor or such lower sum as the City deems appropriate. 17 The City shall fluid disbursements of the CDBG-CV Funds by no later than fourteen (14) working days after it has received both the Request For Disbursement, in the form required by Section 1.2 hereof, and the inspection report of the City Inspector, in the form required by Sections 1.2 and 1.3 hereof. 1:8 The City shall retain five percent (5%) of the CDBG-CV Funds allocated to the Project Sponsor until it has received confirmation that the Project has issued a Certificate of Occupancy, and at the Project Sponsor's sole cost, a Final Cost Certification prepared by an independent certified public accountant, both in form and substance acceptable to the City. 1.9 The City reserves the right to refuse to fund any disbursement request(s) in the event that the City determines that the Project and/or the Project Sponsor are not in compliance with any local, state or federallaw or requirement. 110 Disbursements for other than hard costs, if permitted pursuant to the CDBG-CV Loan Agreement, shall be made in accordance with the City of Miami Department of Housing and Community Development Disbursement of Funds Checklist. Page 3 of 6 1;11 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. ARTICLE II MISCELLANEOUS 21 This Agreement may only be amended in writing by all the parties hereto. 2.2 This Agreement, the CDBG-CV Loan Agreement and the other documents executed by the parties in connection therewith constitute the entire agreement between the parties hereto and no other agreements or representations, unless incorporated in this Agreement, shall be binding upon any of the parties hereto. 2.3 All capitalized terms not deemed herein shall have the meanings provided in the CDBG-CV Loan Agreement. 24 In the event of litigation, arbitration, or mediation, between the parties hereto, arises out of the terms of this Agreement, each party shall be responsible for its own attomey's fees, costs, charges, and expenses through the conclusion of all appellate proceedings, and including any final settlement or judgment. 2.5 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 explicitly waive any defense: that venue in Miami -Dade County is not convenient. 26 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. [Signature Page Follows] Page 4 of 6 IN WITNESS WHEREOF, this Agreement has been executed by the Project Sponsor and the City on the date first above written. WITNESSES PrintNameayvN•r�uJ� kilor' Print Name: kg. rem 1 kjoil PROJECT SPONSOR'S ADDRESS: The Village Miami Phase II, LLC 8500 NW 25th Avenue Miami, FL 33147 Attn: Oliver L. Gross PROJECT SPONSOR: THE VILLAGE MIAMI PHASE II, LLC, a Florida limited liability company By: Villages II Manager, LLC, a F1 t�ida limited li ity company, itsAl nag r -m By: Nam-: Oliver L. Gross Title: President ACKNOWLEDGMENT STATE OF FLORIDA ) COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me by means of physical presence or O online notarization, this /q day of April, 2023 by Oliver L. Gross, as President of Villages II Manager, LLC, a Florida limited liability company, the Manager of The Village Miami Phase II, LLC, a Florida limited liability company. He is personally known to me or has produced as identification. (NOTARY PUBLIC 5i�r� DESq ** 16iy4.�G�� ���G �J1,Y 23, 20 A�4 ° S LP et.m�v ,3 y EGG 316927 0� : 6 °° o- i S-- 9', °. �•°y °0ded tht: �e '' O' me '5;40(6'' /L STi�TE(*. Ode °/SIUUH111101 'rgnature of Person 4eaking Acknowledgment lesaii-4c/- (Printed, Typed, or Stamped Name of Notary Puby Serial Number, if any Page 5 of 6 ATTEST: APPROVED AS TO FORM AND CORRECTNESS: By: Victo Mende City Attorney XF A 023- qs".- CITY: CITY OF MIAMI, a municipal corporation of the State of Fl By: Arthur No City Manage a V Page 6 of 6 EXHIBIT "E" AFFIRMATIVE FAIR HOUSING MARKETING PLAN Note to all applicants/respondents: This form was developed with Nuance, the official HUD software for the creation of HUD forms. HUD has made available instructions for downloading a free installation of a Nuance reader that allows the user to fill-in and save this form in Nuance. Please see http://portal.hud.00v/hudportal/documents/huddoc?id=nuancereaderinstall.pdf for the instructions. Using Nuance software is the only means of completing this form. Affirmative Fair Housing Marketing Plan (AFHMP) - Multifamily Housing U.S. Department of Housing and Urban Development Office of Fair Housing and Equal Opportunity OMB Approval No. 2529-0013 (exp.1 /31 /2021) la. Project Name & Address (including City, County, State & Zip Code) The Villages Apartments Phase II 8500 NW 25th Avenue Miami, FL 33137 c/o Weller Management LLC 150 2nd Ave. N. , Suite 710, Saint Petersburg, FL, 33701 1 b. Project Contract Number Id. Census Tract lc. No. of Units 120 44.04 le. Housing/Expanded Housing Market Area Housing Market Area: Expanded Housing Market Area: If. Managing Agent Name, Address (including City, County, State & Zip Code), Telephone Number & Email Address Weller Management LLC, 150 2nd Ave. N. , Suite 710, Saint Petersburg, FL, 33701 727.498.8823 lg. Application/Owner/Developer Name, Address (including City, County, State & Zip Code), Telephone Number & Email Address Oliver L. Gross The Village Miami Phase II, LLC, 8500 NW 25th Avenue, Miami, FL 33147, P: 305.696.4450E:Oliverg@nudlIc.org 1 h. Entity Responsible for Marketing (check all that apply) El Owner ❑ Agent ❑✓ Other (specify) Position, Name (if known), Address ( including City, County, State & Zip Code), Telephone Number & Email Address New lease up David Gates, Executive Vice President, Weller Management LLC, 150 2nd Ave. N. , Suite 710, Saint Petersburg, FL, 33701;Dgates@liveweller.com, 727.498.8823 li. 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. David Gates, Executive Vice President, Weller Management LLC, 150 2nd Ave. N. , Suite 710, Saint Petersburg, FL, 33701;Dgates@liveweller.com, 727.498.8823 2a. Affirmative Fair Housing Marketing Plan Plan Type Initial Plan !I Reason(s) for current update: Date of the First Approved AFHMP: 2b. HUD -Approved Occupancy of the Project (check all that apply) El Elderly Z Family ❑ Mixed (Elderly/Disabled) LI Disabled 2c. Date of Initial Occupancy 07/01/2024 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: 04/01/2024 To fill existing unit vacancies ❑ To place applicants on a waiting list (which currently has To reopen a closed waiting list ❑ (which currently has individuals) individuals) Previous editions are obsolete Page 1 of 8 Form HUD-935.2A(12/2011) 3a. Demographics of Project and Housing Market Area Complete and submit Worksheet 1. 3b. Targeted Marketing Activity Based on your completed Worksheet 1, indicate which demographic group(s) in the housing market area is/are least likely to apply for the housing without special outreach efforts. (check all that apply) ❑ White Q American Indian or Alaska Native Asian ❑ 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 (2) Is the residency preference area: Please Select Type Please Select Yes or No The same as the AFHMP housing/expanded housing market area as identified in Block le? Please Select Yes or No The same as the residency preference area of the local PHA in whose jurisdiction the project is located? (3) What is the geographic area for the residency preference? (4) What is the reason for having a residency preference? Please Select Yes or No (5) How do you plan to periodically evaluate your residency preference to ensure that it is in accordance with the non-discrimination and equal opportunity requirements in 24 CFR 5.105(a)? Complete and submit Worksheet 2 when requesting a residency preference (see also 24 CFR 5.655(c)(1)) for residency preference requirements. The requirements in 24 CFR 5.655(c)(1) will be used by HUD as guidelines for evaluating residency preferences consistent with the applicable HUD program requirements. See also HUD Occupancy Handbook (4350.3) Chapter 4, Section 4.6 for additional guidance on preferences. 4b. Proposed Marketing Activities: Community Contacts Complete and submit Worksheet 3 to describe your use of community contacts to market the project to those least likely to apply. 4c. Proposed Marketing Activities: Methods of Advertising Complete and submit Worksheet 4 to describe your proposed methods of advertising that will be used to market to those least likely to apply. Attach copies of advertisements, radio and television scripts, Internet advertisements, websites, and brochures, etc. Previous editions are obsolete Page 2 of 8 Form HUD-935.2A (12/2011) 5a. Fair Housing Poster The Fair Housing Poster must be prominently displayed in all offices in which sale or rental activity takes place (24 CFR 200.620(e)). Check below all locations where the Poster will be displayed. 0✓ Rental Office 1=1 Real Estate Office Model Unit El 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. Q Rental Office 0 Real Estate Office Model Unit 1=1 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 Model Unit Entrance to Project Other (specify) The size of the Project Site Sign will be x The Equal Housing Opportunity logo or slogan or statement will be x TBD 6. Evaluation of Marketing Activities Explain the evaluation process you will use to determine whether your marketing activities have been successful in attracting individuals least likely to apply, how often you will make this determination, and how you will make decisions about future marketing based on the evaluation process. Management maintains guest cards and/or pre -applications for prospective residents. The cards will provide demographic information. In addition, management keeps traffic logs of how applicants and persons inquiring hear about the property. The traffic log and guest cards are constantly monitored and evaluated once a quarter to determine if changes are necessary. 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? The On -site Senior Vice President of Compliance, Property Manager and/or Assistant 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) If yes, who provides instruction on the AFHMP and Fair Housing Act, and how frequently? Yes 0 Yes 0 Weller Compliance department, it's regional manager and/or its 504 Coordinator as well as on-line training through Zeffert on at least an annual basis or as we hire new staff and/or Ross Business Development. If a change is made to the AFHMP, then we would review the changes with the staff upon approval of the AFHMP. (4) Do you periodically assess staff skills on the use of the AFHMP and the application of the Fair Housing Act? Yes 0 (5) f yes, how and how often? At least annually at company sponsored manager's meetings. Through additional on-line training such as through Zeffert, Ross Business Development, or through SAHMA, if necessary. 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 0 (2) What staff positions are/will be responsible for tenant selection? The Regional Manager, SVP of Compliance, the On -Site Property Manager, and/or leasing Agent 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. Each newly hired employee is supplied with the Fair Housing Code of Conduct. Weller Management LLC Compliance Department, 504 Coordinator, Director of Operations and/or Portfolio Manager train all Property Managers in the equal opportunity requirements of their respective sites. Property Managers are given additional training at annual meetings, on-line training through Zeffert, or in one-on-one individualized sessions on an as needed or requested basis and at industry sponsored trainings. Property Managers must ensure their site staff knows and understands Weller Management LLC core principles, business practices, and Fair Housing goals and objectives, including occupancy goals. Weller Management , LLC strongly encourages and supports the participation of all employees in AFHM/Fair Housing seminars offered through external regulatory agencies or professional associations, such as the U.S. Department of Housing and Urban Development (HUD), Rural Development, the Institute for Real Estate Management (IREM), and the National Affordable Housing Management Association (NAHMA). 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) U e (type or print) David Gates Title & Name of Company EVP, Weller Management For HUD -Office of Housing Use Only Reviewing Official: For HUD -Office of Fair Housing and Equal Opportunity Use Only ❑ Approval El Disapproval Signature & Date (mm/dd/yyyy) Signature & Date (mm/dd/yyyy) Name (type or print) Title Name (type or print) Title Previous editions are obsolete Page 5 of 8 Form HUD-935.2A (12/2011) Public reporting burden for this collection of information is estimated to average six (6) hours per initial response, and four (4) hours for updated plans, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. This agency may not collect this information, and you are not required to complete this form, unless it displays a currently valid Office of Management and Budget (OMB) control number. Purpose of Form: All applicants for participation in FHA subsidized and unsubsidized multifamily housing programs with five or more units (see 24 CFR 200.615) must complete this Affirmative Fair Housing Marketing Plan (AFHMP) form as specified in 24 CFR 200.625, and in accordance with the requirements in 24 CFR 200.620. The purpose of this AFHMP is to help applicants offer equal housing opportunities regardless of race, color, national origin, religion, sex, familial status, or disability. The AFHMP helps owners/agents (respondents) effectively market the availability of housing opportunities to individuals of both minority and non -minority groups that are least likely to apply for occupancy. Affirmative fair housing marketing and planning should be part of all new construction, substantial rehabilitation, and existing project marketing and advertising activities. An AFHM program, as specified in this Plan, shall be in effect for each multifamily project throughout the life of the mortgage (24 CFR 200.620(a)). The AFHMP, once approved by HUD, must be made available for public inspection at the sales or rental offices of the respondent (24 CFR 200.625) and may not be revised without HUD approval. This form contains no questions of a confidential nature. Applicability: The form and worksheets must be completed and submitted by all FHA subsidized and unsubsidized multifamily housing program applicants. INSTRUCTIONS: Send completed form and worksheets to your local HUD Office, Attention: Director, Office of Housing Part 1: ApplicantlRespondent and Project Identification. Blocks 1 a, 1 b, 1 c, 1 g, 1 h, and 1 i are self- explanatory. Block 1d- Respondents may obtain the Census tract number from the U.S. Census Bureau (http://factfinder2.census.qov/main.html) when completing Worksheet One. Block 1 e- 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 alternative formats for persons with disabilities. Reasons for not applying may include, but are not limited to, insufficient information about housing opportunities, language barriers, or transportation impediments. Block 3a - Using Worksheet 1, the respondent should indicate the demographic composition of the project's residents, current project applicant data, census tract, housing market area, and expanded housing market area. The applicable housing market area and expanded housing market area should be indicated in Block 1 e. Compare groups within rows/across columns on Worksheet 1 to identify any under -represented group(s) relative to the surrounding housing market area and expanded housing market area, i.e., those group(s) "least likely to apply" for the housing without targeted outreach and marketing. If there is a particular group or subgroup with members of a protected class that has an identifiable presence in the housing market area, but is not included in Worksheet 1, please specify under "Other." Respondents should use the most current demographic data from the U.S. Census or another official source such as a local government planning office. Please indicate the source of your data in Part 8 of this form. Block 3b - Using the information from the completed Worksheet 1, respondents should identify the demographic group(s) least likely to apply for the housing without special outreach efforts by checking all that apply. Part 4 - Marketing Program and Residency Preference (if any). Block 4a - A residency preference is a preference for admission of persons who reside or work in a specified geographic area (see 24 CFR 5.655(c)(1)(ii)). Respondents should indicate whether a residency preference is being utilized, and if so, respondents should specify if it is new, revised, or continuing. If a respondent wishes to utilize a residency preference, it must state the preference area (and provide a map delineating the precise area) and state the reason for having such a preference. The respondent must ensure that the preference is in accordance with the non- discrimination and equal opportunity requirements in 24 CFR 5.105(a) (see 24 CFR 5.655(c)(1)). Respondents should use Worksheet 2 to show how the percentage of the eligible population living or working in the residency preference area compares to that of residents of the project, project applicant data, census tract, housing market area, and expanded housing market area. The percentages would be the same as shown on completed Worksheet 1. Block 4b - Using Worksheet 3, respondents should describe their use of community contacts to help market the project to those least likely to apply. This table should include the name of a contact person, his/her address, telephone number, previous experience working with the target population(s), the approximate date contact was/will be initiated, and the specific role the community contact will play in assisting with affirmative fair housing marketing or outreach. Block 4c - Using Worksheet 4, respondents should describe their proposed method(s) of advertising to market to those least likely to apply. This table should identify each media option, the reason for choosing this media, and the language of the advertisement. Alternative format(s) that will be used to reach persons with disabilities, and logo(s) that will appear on the various materials (as well as their size) should be described. Please attach a copy of the advertising or marketing material. Part 5 — Availability of the Fair Housing Poster, AFHMP, and Project Site Sign. Block 5a - The Fair Housing Poster must be prominently displayed in all offices in which sale or rental activity takes place (24 CFR 200.620(e)). Respondents should indicate all locations where the Fair Housing Poster will be displayed. Block 5b -The AFHMP must be available for public inspection at the sales or rental office (24 CFR 200.625). Check all of the locations where the AFHMP will be available. Block 5c -The Project Site Sign must display in a conspicuous position the HUD -approved Equal Housing Opportunity logo, slogan, or statement (24 CFR 200.620(f)). Respondents should indicate where the Project Site Sign will be displayed, as well as the size of the Sign and the size of the logo, slogan, or statement. Please submit photographs of project site signs. Previous editions are obsolete Page 7 of 8 Form HUD-935.2A (12/2011) Part 9 - Review and Update. Part 6 - Evaluation of Marketing Activities. Respondents should explain the evaluation process to be used to determine if they have been successful in attracting those individuals identified as least likely to apply. Respondents should also explain how they will make decisions about future marketing activities based on the evaluations. Part 7- Marketing Staff and Training. Block 7a -Respondents should identify staff positions that are/will be responsible for affirmative marketing. Block 7b - Respondents should indicate whether staff has been trained on the AFHMP and Fair Housing Act. Please indicate who provides the training and how frequently. In addition, respondents should specify whether they periodically assess staff members' skills in using the AFHMP and in applying the Fair Housing Act. They should state how often they assess employee skills and how they conduct the assessment. Block 7c - Respondents should indicate whether staff has been trained on tenant selection in accordance with the project's occupancy policy, including residency preferences (if any). Respondents should also identify those staff positions that are/will be responsible for tenant selection. Block 7d - Respondents should include copies of any written materials related to staff training, and identify the dates of past and anticipated training. Part 8 - Additional Considerations. Respondents should describe their efforts not previously mentioned that were/are planned to attract those individuals least likely to apply for the subject housing. By signing the respondent assumes responsibility for implementing the AFHMP. Respondents must review their AFHMP every five years or when the local Community Development jurisdiction's Consolidated Plan is updated, or when there are significant changes in the demographics of the project or the local housing market area. When reviewing the plan, the respondent should consider the current demographics of the housing market area to determine if there have been demographic changes in the population in terms of race, color, national origin, religion, sex, familial status, or disability. The respondent will then determine if the population least to likely to apply for the housing is still the population identified in the AFHMP, whether the advertising and publicity cited in the current AFHMP are still appropriate, or whether advertising sources should be modified or expanded. Even if the demographics of the housing market area have not changed, the respondent should determine if the outreach currently being performed is reaching those it is intended to reach as measured by project occupancy and applicant data. If not, the AFHMP should be updated. The revised AFHMP must be submitted to HUD for approval. HUD may review whether the affirmative marketing is actually being performed in accordance with the AFHMP. If based on their review, respondents determine the AFHMP does not need to be revised, they should maintain a file documenting what was reviewed, what was found as a result of the review, and why no changes were required. HUD may review this documentation. Notification of Intent to Begin Marketing. No later than 90 days prior to the initiation of rental marketing activities, the respondent must submit notification of intent to begin marketing. The notification is required by the AFHMP Compliance Regulations (24 CFR 108.15). The Notification is submitted to the Office of Housing in the HUD Office servicing the locality in which the proposed housing will be located. Upon receipt of the Notification of Intent to Begin Marketing from the applicant, the monitoring office will review any previously approved plan and may schedule a pre -occupancy conference. Such conference will be held prior to initiation of sales/rental marketing activities. At this conference, the previously approved AFHMP will be reviewed with the applicant to determine if the plan, and/or its proposed implementation, requires modification prior to initiation of marketing in order to achieve the objectives of the AFHM regulation and the plan. OMB approval of the AFHMP includes approval of this notification procedure as part of the AFHMP. The burden hours for such notification are included in the total designated for this AFHMP form. Previous editions are obsolete Page 8 of 8 Form HUD-935.2A (12/2011) 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 Project's Residents Project's Applicant Data Census Tract Housing Market Area Expanded Housing Market Area % White 73.7% % Black or African American 2.4% % Hispanic or Latino 64.9% % Asian 0.9% % American Indian or Alaskan Native •.5% % Native Hawaiian or Pacific Islander 0% %Persons with Disabilities 20% % Families with Children under the age of 18 12.3% 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. American Indian or Alaskan Native Seminole Tribe of Florida Attn: Mitchell Cypress 6300 Sterling Road Hollywood, Florida 33024 Asian Asian -American Advisory Board Attn: Sophie Brion 111 NW 1st Street Miami, FL 33128 Black or African American Florida Organization of Jamaicans Attn: Norma Bancroft, President 15037 SW 141 Terrace Miami, FL 33196 Worksheet 4: Proposed Marketing Activities — Methods of Advertising (See AFHMP, Block 4c) Complete the following table by identifying your targeted marketing population(s), as indicated in Block 3b, as well as the methods of advertising that will be used to market to that population. For each targeted population, state the means of advertising that you will use as applicable to that group and the reason for choosing this media. In each block, in addition to specifying the media that will be used (e.g., name of newspaper, television station, website, location of bulletin board, etc.) state any language(s) in which the material will be provided, identify any alternative format(s) to be used (e.g. Braille, large print, etc.), and specify the logo(s) (as well as size) that will appear on the various materials. Attach additional pages, if necessary, for further explanation. Please attach a copy of the advertising or marketing material. Targeted Populations)—> Methods of Advertising 1 Targeted Population: Targeted Population: Targeted Population: Newspaper(s) Radio Station(s) TV Station(s) Electronic Media merican Indian Asian Black or African American Facebook, Instagram or Alaskan Native Bulletin Boards American Indian Asian Black or African American Porperty Bulletin Board or Alaskan Native Brochures, Notices, Flyers American Indian or Alaskan Native Asian Black or African American Leasing Brochures Other (specify) American Indian Alaskan Native Asian Black or African American Apts.com and property websiteor EXHIBIT "F" FORM OF MORTGAGE Prepared by, and after recording return to: Victoria Mendez, Esq. City Attorney, City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 Tel: (305) 416-1800 Folio No.: 01-3114-071-0015 Property Address: 890 NW 69 Street, Miami, Florida 33150 Note to Recorder: This mortgage is given to secure the financing under Part V of Chapter 420 of the Florida Statutes and is exempt from taxation pursuant to Section 420.513 Florida Statutes. LEASEHOLD MORTGAGE AND SECURITY AGREEMENT FOR THE VILLAGES APARTMENTS PHASE II THIS LEASEHOLD MORTGAGE AND SECURITY. AGREEMENT (hereinafter referred to as the "Mortgage"), is executed and delivered the 28th day of April, 2023 _ by The Village Miami Phase II, LLC, a Florida limited liability: company whose address is 8500 NW 25 Avenue, Miami, Florida 33147 (hereinafter collectively called "Mortgagor"), to the CITY OF NIIAMI, a municipal corporation of the State of Florida, with offices at 444 S.W. 2nd Avenue, Miami, Florida 33130-1910 (hereinafter called "Mortgagee"). RECITALS WHEREAS, on February 28, 2023, the Mortgagee approved a loan of Two Million Five Hundred Thousand and 00/100 Dollars ($2,500,000.00) in Community Development Block Grant CARES — COVID ("CDBG-CV") funds for the development and construction of The Villages Apartments Phase R, an affordable residential apartment development, which will consist of 120 units, located in the City of Miami (the "Project"); and WHEREAS, Mortgagor has delivered to Mortgagee that certain CDBG-CV Promissory Note for. The Villages Apartments Phase II, of even date herewith, made by Mortgagor in favor of Mortgagee (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, and together with any and all renewals, replacements, extensions, modifications, substitutions, future advances and any other evidence of indebtedness evidenced thereby) (the "Note"), which Note evidences the indebtedness in the amount of Two Million Five Hundred Thousand and 00/100 Dollars ($2,500,000.00) (the "Loan"). NOW THEREFORE, in consideration of the making of the Loan by Mortgagee and the covenants, agreements, representations and warranties set forth in this Mortgage: WITNESSETH THAT: FOR GOOD AND VALUABLE CONSIDERATION, as set forth in the above recitals that are hereby incorporated by reference, the receipt and sufficiency ofwhich are hereby acknowledged, and also in consideration of the aggregate sum named in the Note from the Mortgagor in favor of the Mortgagee, in the original principal amount of Two Million Five Hundred Thousand and 00/100 Dollars ($2,500,000.00) (hereinafter referred to as the "Note"), the Mortgagor does grant, bargain sell, alien, remise, release, convey and confirm unto the Mortgagee that certain tract of land which the Mortgagor is now seized and possessed and in actual possession, situate in Miami -Dade County, State of Florida, located at 890 NW 69 Street, Page 1 of 14 Miami, Florida, legally described as follows: SEE EXHIBIT "A" ATTACHED HERETO TOGETHER WITH all structures and improvements now and hereafter located thereon, the rents, royalties, issues, income, profits and other benefits from the property, all furniture, furnishings, fixtures and equipment now located thereon, and also all gas and electric fixtures, heaters, air conditioning, equipment, machinery, motors, baths, tubs, sinks, water closets, faucets, pipes and other plumbing and heating fixtures, refrigerators, blinds, and other window treatments, which are now or may hereafter pertain to or be used with, in or on said premises, and which, even though they be detached or detachable, are and shall be deemed: to be fixtures and accessions to the freehold and a part of the realty, and all additions thereto and replacements thereof, which real property, improvements and personalty shall hereinafter collectively be referred to as the "Mortgaged Property". TO HAVE AND TO HOLD the same, together with all tenements and hereditaments and appurtenances, unto the Mortgagee in leasehold estate. The Mortgagor does covenant with the Mortgagee that Mortgagor is indefeasibly seized of a leasehold estate in the Mortgaged Property that the Mortgagor has full power and lawful right to convey the leasehold estate asaforesaid; that the Mortgaged Property is free from all encumbrances except as specified on Exhibit`B" hereto; that the Mortgagor will make such further assurances to perfect the leasehold estate to the Mortgaged Property in the Mortgagee as may reasonably be required; and that the Mortgagor does hereby fully warrant the title to the Mortgaged Property, and will defend the same against the lawful claims of all persons whomsoever. PROVIDED ALWAYS, that if the Mortgagor shall pay unto the Mortgagee or otherwise perform and fulfill its obligations with respect to the indebtedness and obligations evidenced by the Note, : and shall perform, comply with and abide by each and every one of the stipulations, agreements, conditions and covenants of the Note, this Mortgage and the CDBG-CV Loan Agreement of even date herewith (the "Loan. Agreement") and the other loan documents executed in connection herewith' and therewith (hereinafter jointly referred to as "the Loan Documents"), then this Mortgage and the estate thereby created shall cease and be null and void. AND THE MORTGAGOR HEREBY COVENANTS AND AGREES AS FOLLOWS: 1. PERFORMANCE OF NOTE AND MORTGAGE. The Mortgagor shall pay or otherwise fully perform its obligations with respect to the payment of all and singular the principal, interest and other sums of money payable by virtue of the Note and this Mortgage, or either, promptly on the days when the same severally become due and payable, and shall perform, comply with and abide by each and every ofthe stipulations, agreements, conditions and covenants set forthin the Note, this Mortgage and the Loan Documents. 2. TAXES AND OTHER C$A,RGES. The; Mortgagor shall pay when due and payable and before any interest, charge or penalty is due thereon, without any deduction, defalcation or abatement, all taxes, assessments, levies, liabilities, obligations, encumbrances, water and sewer rents and all other charges or claims of every nature and kind which may be imposed, suffered, placed, assessed, levied, or filed at any time against this Mortgage, the Page2of14 Mortgaged Property or any part thereof or against the interest of the Mortgagee therein, or which by any present or future law may have priority over the indebtedness secured hereby either in lien or in distribution out of the proceeds of any judicial sale, without regard to any law heretofore or hereafter to be enacted imposing payment of the whole or of any part upon the Mortgagee; and insofar_ as any such tax, assessment, levy, liability, obligation or encumbrance is of record, the same shall be promptly satisfied and discharged of record and the original official document (such as, for instance, the tax receipt or the satisfaction paper officially endorsed or certified) shall be placed in the hands of the Mortgagee no later than such dates; provided, however, that if, pursuant to this Mortgage or otherwise, the Mortgagor shall have deposited with the Mortgagee before the due date thereof sums sufficientto pay any such taxes, assessments, levies, water and sewer rents, charges or claims, and the Mortgagor is not otherwise in default, they shall be paid by the Mortgagee; and provided further, that if the Mortgagor in good faith and by appropriate legal action shall contest the validity of any such items or the amount thereof, and shall have established on its books or by deposit of cash with the Mortgagee, as the Mortgagee may elect, a reserve for the payment thereof in such amount as the Mortgagee may require, :then the Mortgagor shall not be required to pay the item or to produce the required receipts: (a) while the reserve is maintained; and (b) so long as the contest operates to prevent collection, is maintained and prosecuted with diligence, and shall not have been terminated or discontinued adversely to the Mortgagor. The Mortgagor shall furnish the Mortgagee with annual receipted tax bills evidencing payment within ninety (90) calendar days from their initial due date. 3. INSTALLMENTS FOR INSURANCE. TAXES AND OTHER CHARGES. Without limiting the effect of Paragraphs 2 or 5 hereof, the Mortgagee may require the Mortgagor to pay to the Mortgagee, monthly with the monthly installments of principal and interest, an amount equal to one -twelfth (1/12) of the annual premiums for the insurance policies referred to hereinabove and the annual real estate taxes, water and sewer rents, any special assessments, charges or claims and any other item which at any time may be or become a lien upon the Mortgaged Property prior to the lien of this Mortgage; and on demand from time to time the Mortgagor shall pay to the Mortgagee any additional sums necessary to pay the premiums and other items, all as estimated by the Mortgagee. The amounts so paid shall be used in payment thereof if the Mortgagor is not otherwise in default hereunder. No amount so paid shall be deemed to be trust funds but may be commingled with general funds of the Mortgagee, and no interest shall be payable thereon. If, pursuant to any provision of this Mortgage, the whole amount of the unpaid principal debt becomes due and payable, the Mortgagee shall have the right, at its election, to apply any amount so held against the entire indebtedness secured hereby. At the Mortgagee's option, the Mortgagee from time to time may waive, and after any such waiver may reinstate, the provisions of this Paragraph requiring monthly payments. 4. ATTORNEYS' FEES AND COSTS . Subject to Paragraph 11, in the event litigation, arbitration, or mediation, between the parties hereto, arises out ofthe terms of this Mortgage, each party shall be responsible for its own attorney's fees, costs, charges, and expenses through the conclusion of all appellate proceedings, and including any final settlement or judgment. 5. INSURANCE. The Mortgagor shall provide Mortgagee with a certificate of insurance pursuant to the Loan Agreement. In the event any sum of money becomes payable under such policy or policies, the Mortgagee shall have the option .to receive and apply the same on account of the indebtedness secured by this Mortgage or to permit the Mortgagor to receive and use it, or any part thereof, for other purposes, without thereby waiving or impairing any equity lien or right under or by virtue of this Mortgage. In the event the Mortgagor fails to procure Page 3 of 14 and maintain the insurance coverage required hereby, the Mortgagee may procure and pay for such insurance or any part thereof, without waiving or affecting its option to foreclose this Mortgage, or any right thereunder. Each and every such payment made by the Mortgagee shall be secured by this Mortgage; shall be due and payable on demand; and, shall bear interest from the date each such payment is made at the maximum rate permitted by law. Notwithstanding any provision contained herein, Mortgagee will not exercise its option to receive and apply the insurance funds to the indebtedness if there has not been an event of default under the Loan Documents and Mortgagor demonstrates there are sufficient funds to rebuild, repair or restore the improvements on the Mortgaged Property. 6. CARE OF THE MORTGAGED PROPERTY. The Mortgagor shall exercise reasonable care in the maintenance of the Mortgaged Property, and shall not permit, commit or suffer any waste, impairment or deterioration of the Mortgaged Property or any part thereof. In the event the Mortgagor fails to keep the Mortgaged Property in good repair, the Mortgagee may make such repairs as it may deem necessary in its sole discretion for the proper preservation thereof, and the full amount of each such payment shall be due and payable with interest at the maximum rate permitted by law on demand, and shall be secured by the lien of this Mortgage. 7. EXISTING/OTHER MORTGAGES AND OBLIGATIONS. Any default in the payment or terms and conditions of any existing or other mortgage(s), or any modification of, and/or acceptance of future advances from, any existing or other mortgage(s), other than in connection with the Permitted Senior Financing (as defined in the Loan Agreement) without notice and prior written approval of Mortgagee, shall constitute a default hereunder and the Mortgagee, at its option, may declare all sums due and payable and accelerate the entire indebtedness. The Mortgagee may, at its option, and without waiving its right to accelerate the indebtedness hereby secured and to foreclose the same, pay either before or after delinquency any or all of those certain obligations required by the terms hereof to be paid by the Mortgagor for the protection of the Mortgage security or for the collection of the indebtedness hereby secured. All sums so advanced or paid by Mortgagee shall be charged into the mortgage account, and every payment so made shall bear interest from the date thereof at the delinquent rate specified in the Note, and become an integral part thereof subject in, all respects to the terms, conditions and covenants of the Note, and this Mortgage, as fully and to the same extent as though a part of the original indebtedness evidenced by the Note :and secured by this Mortgage, excepting however, that said sums shall be repaid to the Mortgagee within fifteen (15) calendar days after demand by the Mortgagee to the Mortgagor for said payment. 8. INSPECTION. The Mortgagee, and any persons authorized by the Mortgagee, shall have the right at any time, upon reasonable notice to the Mortgagor, to enter the Mortgaged Property at a reasonable hour to inspect and photograph its condition and state of repair, subject to the rights of tenants under the terms of their leases. 9. ACCELERATION OF MATURITY. That(a) in the event of any breach of this Mortgage or default on the part of the Mortgagor, which is not cured within thirty (30) calendar days following written notice from the Mortgagee, or if such default cannot practicably be cured within thirty (30) calendar days, then within such additional time as may be required to effect a cure, so long as (i) the cure is commenced within thirty (30) calendar days and is diligently prosecuted and (ii) the lack of a cure during such continuing cure period has no material adverse effect on the Mortgaged Property, or (b) in the event any of said sums of money herein referred to be not promptly and fully paid within fifteen (15) calendar days after the same severally become due and Page 4of14 payable, without demand or notice; or (c) in the event each and every stipulation, agreement, condition and covenants of the Note, this Mortgage, or any of the Loan Documents, are not duly, promptly and fully performed, discharged, executed, effected, completed, complied with and abided by, following the applicable notice and cure: periods; or (d) in the event the Mortgagor shall fail, within ten (10) calendar days written notice by the Mortgagee to execute a Mortgagor's certificate in favor of any assignee or prospective assignee of the Mortgagee's interest hereunder which certificate shall contain such acknowledgments, affirmations, and covenants as. may be reasonably required to enable the Mortgagee to assign their interest hereunder, or (e) upon the rendering by any court of last resort of a decision that an undertaking by the Mortgagor as herein provided to pay taxes, assessments, levies liabilities, obligations and encumbrances is legally inoperative or cannot be enforced, or in the event of the passage of any law changing in any way or respect the laws now in force for the taxation of mortgages or debts secured thereby, or the manner of collection of any such taxes, so as to materially adversely affect this Mortgage or the debt secured hereby, or (f) in the event there exists an event of default under and pursuant to the terms of any other obligation of any kind or nature whatsoever of the Mortgagor owed to the Mortgagee in connection with the Mortgaged Property, direct or contingent, whether now existing or hereafter due, existing, created or arising, then in either or any such event, the said aggregate sum mentioned in said Note then remaining unpaid, with interest :accrued, and all monies secured hereby shall become due and payable forthwith, or thereafter, at the option of the Mortgagee, as fully and completely as if all of the sums of money were originally stipulated to be paid on such day, anything in the Note and/or in this Mortgage to the contrary notwithstanding; and thereupon or thereafter, at the option of the Mortgagee, without notice or demand, suit at law or in equity, therefore, or thereafter begun, may be prosecuted as if all money secured hereby had matured prior to its institution. 10. NO ADDITIONAL FINANCING. The Mortgagor hereby covenants and agrees that Mortgagor shall not procure any other financing in connection with the Mortgaged Property without the prior written consent of the Mortgagee other than financings disclosed to the Mortgagee in writing as of the date hereof 11. DEFENSE OF MORTGAGED PROPERTY AND MORTGAGE. If any action or proceeding shall be commenced by any person other than the Mortgagee,and the Mortgagee is made a party, or in which it shall become necessary for the Mortgagee to defend or take action to uphold or defend the lien of this Mortgage, all sums paid or incurred by the Mortgagee for the expense of any litigation, including court costs and reasonable attorneys' fees incurred in any trial, appellate, and bankruptcy proceedings, to prosecute or defend the rights and liens created by this Mortgage shall be paid by the Mortgagor, together with interest thereon at the maximum rate permitted by law from the date thereof, and any such sum and interest thereon shall be a claim upon the Mortgaged Property, attaching or accruing subsequent to the lien of this Mortgage, and shall be secured by the lien of this Mortgage. 12. CONDEMNATION. Subject to Section 6.23 of the Loan Agreement, in the event the Mortgaged Property or any part thereof shall be condemned under the power of eminent domain, the Mortgagee shall have the right to demand that all damages awarded for such taking be paid to the Mortgagee and shall be entitled to receive same, up to the aggregate amount then remaining unpaid on the Note and this Mortgage, and any such sums shall be applied to the payments last payable thereof. 13. SUBROGATION. To the extent of the indebtedness of the Mortgagor to the Mortgagee as described in the Note, the Mortgagee shall be subrogated to the lien and the rights of the owners and holders of each and every mortgage, lien or other encumbrance on the Page 5of14 Mortgaged Property which is paid or satisfied, in whole or in part, out of the proceeds of the Note. The respective liens of such mortgages, liens or other encumbrances shall be and are hereby security for the Note, as if they had been regularly assigned, transferred, and delivered unto the Mortgagee, notwithstanding the fact that the same may be set aside and canceled of record. It is the intention of the parties hereto that the prior mortgages, liens or other encumbrances will be satisfied and canceled of record by the holders thereof at or about the time of the recording of this Mortgage. 14. APPOINTMENT OF RECEIVER,. At any time while a suit is pending to foreclose or to reform this Mortgage or to enforce any claims arising hereunder, the Mortgagee may apply to a court of appropriate jurisdiction for the appointment of a receiver, and such court shall forthwith appoint a Receiver of the Mortgaged Property, including all and singular the income, profits, rents, issues and revenues from whatever source derived. The Receiver shall have all the broad and effective functions and powers in anywise entrusted by a court to a Receiver, and such appointment shall be made by such court as an admitted equity and as a matter of absolute right to the Mortgagee without reference to the adequacy or inadequacy of the value of the Mortgaged Property, or to the solvency or insolvency of the Mortgagor or the Defendants. All income, profits, rents, issues and revenues collected by the Receiver shall be applied by such Receiver = according to the lien of this Mortgage, and the practice of such court. 15. NO TRANSFER OF MORTGAGED PROPERTY. It is expressly agreed that, except as permitted pursuant to the Mortgagor's Amended and Restated Operating Agreement, should the Mortgagor convey Mortgagor's interest in the Mortgaged Property or, except as set forth in Section 6.5 of the Loan Agreement, any legal or equitable interest therein, to any person, firm or corporation or shall permit or create any further encumbrances upon the Mortgaged Property without the prior written approval of the Mortgagee to such conveyance or encumbrance, all sums outstanding under the Note and secured by this Mortgage shall become immediately due and payable, at the option of the Mortgagee. 16. LEASES AFFECTING MORTGAGED PROPERTY. The Mortgagor shall comply with and observe its obligations as landlord under all leases affecting the Mortgaged Property or any part thereof. Upon request, the Mortgagor shall furnish promptly to the Mortgagee executed copies of all such leases now existing or hereafter created. The Mortgagor shall not accept payment of rent more than one (1) month in advance without the prior written consent of the Mortgagee, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease not in excess of an amount equal to one (1) month's rent. Nothing contained in this Section or elsewhere in this Mortgage shall be construed to make the Mortgagee a mortgagee in possession unless and until the Mortgagee actually takes possession of the Mortgaged Property either in person or through an agent or receiver. To the extent not provided by applicable law, each lease of the Mortgaged Property, shall provide that, in the event of the enforcement by the Mortgagee of the remedies provided for by law or by this Mortgage, the lessee thereunder will, if requested by the Mortgagee or by any person succeeding to the :interest of the Mortgagee as the result of said enforcement, automatically become the lessee of any such successor in interest, without any change in the terms or other provisions of the respective lease; provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease not in excess of an amount equal to one (1) month's rental, or (ii) any amendment or modification in the lease made without the consent of the Mortgagee or any successor in interest. Each lease shall also provide Page 6of14 that, upon request by said successor in interest, the lessee shall execute and deliver an instrument or instruments confirming its attornment. 17. ASSIGNMENT OF RENTS. ISSUES AND PROFITS. The Mortgagor does hereby. bargain, sell, transfer,assign, convey, set over and deliver unto the Mortgagee, as security for the payment and performance of all the terms and conditions of the Note and this Mortgage, and any and all amendments, extensions and renewals thereof, all leases affecting the Mortgaged Property or any part thereof now existing or which may be executed at any time in the future during the life of this Mortgage ("Leases"), and all amendments, extensions and renewals of said leases and any of them, and all rents and other income which may now or hereafter be or become due or owing under the Leases, and any of them, on account of the use of the Mortgaged Property, it being intended hereby to establish a complete transfer of the leases hereby assigned and all the rents and other income arising thereunder and on account of the use of the Mortgaged Property unto the Mortgagee, with the right, but without the obligation, to collect all of said rents and other income which may become due during the life of the Note and this Mortgage. The Mortgagor agrees to deposit with the Mortgagee upon demand such leases . as may from time to .time be designated by the Mortgagee. ' Although it is the intention of the parties that this shall be a•present assignment, it is expressly understood and agreed, anything herein contained to the contrary notwithstanding, that the Mortgagee shall not exercise any of the rights or powers herein conferred upon it until a default shall occur under the terms and provisions of the Note and this Mortgage, but upon the occurrence of any default the Mortgagee shall be entitled, upon notice to the tenants, to all rents and other amounts then due under the .leases and thereafter accruing, and this Mortgage shall constitute a direction to and full authority to the tenants, lessees or other occupants of the premises (hereinafter collectively referred to as the "Tenants") to pay all said amounts to the Mortgagee without proof of the default relied upon. The Tenants are hereby irrevocably authorized to rely upon and comply with any notice or demand by the Mortgagee for the payment to the Mortgagee of any rental or other sums which may be or thereafter become due under the leases, or for the performance of any of the Tenants' undertakings under the leases and shall have no right or duty to inquire as to whether any default under this Mortgage has actually occurred or is then existing. 18. MORTGAGE CONSTITUTES SECURITY AGREEMENT. This Mortgage also constitutes a security agreement as defined under the Uniform Commercial Code. The Mortgagor hereby grants to the Mortgagee a security interest in and to all furniture, furnishings, equipment, machinery, and personal property of every nature whatsoever now owned or hereafter acquired by the Mortgagor located upon the Mortgaged Property together with all proceeds therefrom and as further described in an exhibit to the Security Agreement of even date herewith, if any. The Mortgagor shall execute any and all documents as the Mortgagee may request, including, without limitation, financing statements pursuant to the Uniform Commercial Code as adopted by the State of Florida, to preserve and maintain the priority of the lien created hereby on property which maybe deemed personal property or fixtures. The Mortgagor hereby authorizes and empowers the Mortgagee to execute and file on behalf of the Mortgagor all financing statements and refiling and continuations thereof as the Mortgagee deems necessary or advisable to create, preserve or protect said lien. The Mortgagor and Mortgagee expressly agree that the filing of a financing statement shall never be construed as in anywise derogating from or impairing the express declaration and intention of the parties hereto that all such personality located on or Page 7 of 14 utilized in connection with the real property encumbered by this Mortgage shall at all times and for all purposes, in all proceedings both legal and equitable, be deemed a part of the real property encumbered by this Mortgage. 19. CARE OF PROPERTY. (a) The Mortgagor shall preserve and maintain the Mortgaged Property in good condition and repair. Except for: (i) repairs or replacements for ordinary wear and tear or in the ordinary course of management of the Mortgaged Property; (ii) tenant or similar improvements and upgrades; and (iii) repairs, replacements, or other restorations in the event of a casualty or condemnation that are performed in accordance with the Loan Agreement, the Mortgagor shall not remove, demolish, alter or change the use of any building, structure or other improvement presently or hereafter on the Mortgaged Property constituting any part of the Mortgaged Property without the prior written consent of the Mortgagee. The Mortgagor shall not permit, commit or suffer any waste, impairment or deterioration of the Mortgaged Property or of any part thereof and will not take any action which will increase the risk of fire or other hazard to the Mortgaged Property or to any part thereof _ The Mortgagor shall comply with all applicable local, state, and : federal regulations in regards to the Property. (b) Except as otherwise provided in this Mortgage, no . fixture, personal property or other part of the Mortgaged Property shallbe removed, demolished or altered, without the prior written consent of the Mortgagee. The Mortgagor may sell or otherwise dispose of, free from the lien of this Mortgage, furniture, furnishings, equipment, tools, appliances, machinery, fixtures or appurtenances, subject to the lien hereof which may become worn out, undesirable or obsolete, only if they are replaced immediately with similar items of at least equal value which shall,without further action, become subject to the lien of this Mortgage. 20. MORTGAGE SECURES INDEBTEDNESS. It is expressly agreed and understood that this Mortgage secures the indebtedness and the obligation of the Mortgagor to the Mortgagee with respect to the Note, as the same is evidenced by the Note, and all renewals, extensions and modifications thereof. This Mortgage shall not be deemed released, discharged or satisfied until the entire indebtedness evidenced by the Note is paid in fulL 21. MORTGAGEE'S REMEDIES CUMULATIVE. The Mortgagor agrees that all rights of the Mortgagee hereunder shall be separate, distinct, and cumulative, and that none shall be in exclusion of the other, and that no act of the Mortgagee shall be construed as an election to proceed under any provision of covenant herein to the exclusion of any other, notwithstanding anything herein to the contrary. 22. FUTURE ADVANCES. Pursuant to the laws of the State of Florida, this Mortgage shall secure not only the existing indebtedness evidenced by the Note, but also such future advances as may be made by the Mortgagee to the Mortgagor in accordance with the Note, this Mortgage, or any other Loan Document executed in connection herewith, whether or not such advances are obligatory or are to be made at the option of the Mortgagee, or otherwise, and as are made within twenty (20) years from the date hereof to the same extent as if such future advances were made on the date of the execution of this Mortgage. The total amount of indebtedness that may be so secured may decrease or increase from time to time, but the total unpaid balance so secured at one time shall not exceed one and a half times the face amount of the Note, plus interest thereon, and any disbursements made for the payment of taxes, levies or insurance on the Page 8 of 14 Mortgaged Property with interest on such disbursements at the rate designated in the Note to apply following a default thereunder. 23. INDEMNIFICATION. The Mortgagor hereby protects, indemnifies, defends, and saves harmless the Mortgagee, its officers, directors, agents and employees, from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including without limitation, reasonable attorneys' fees and expenses) imposed upon, incurred by or asserted against the Mortgagee or any of such persons by reason of (a) ownership of any interest in the Mortgaged Property or any part thereof, (b) any accident, injury to or death of persons or loss of or damage to property occurring on or about the Mortgaged Property or any part thereof or theadjoining sidewalks, curbs, vaults and vault space, if any, streets or ways, (c) any use, disuse or condition of the Mortgaged Property or any :part thereof, or the adjoining sidewalks, curbs, vaults and vault space, if any, or any streets or ways, (d) any failure on the part of the Mortgagor to perform or comply with any of the terms hereof or of any of the Loan documents executed in connection herewith, or any inaccuracy in any representation or warranty made by the Mortgagor herein or in any of the Loan Documents executed in connection herewith, (e) any necessity to defend any of the right, title or interest conveyed by this. Mortgage, (f) the performance of any labor or services or the furnishing of any materials or other: property in respect of the Mortgaged Property or any part thereof, (g) any subsidence or erosion of any part of the surface of the Mortgaged Property, including any shoreline or any bank of any river, stream, creek, lake, ocean or other water source, or (h) the location or existence of asbestos or any toxic or hazardous waste, chemicals, materials or substance on, at, in or under the Mortgaged Property or any part thereof If any action, suit or proceeding is brought against the Mortgagee, or any of its officers, directors, agents or employees, for any such reason, the Mortgagor, upon the request of such party, will, at the Mortgagor's expense, cause such action, suit or proceeding to be resisted and defended by counsel satisfactory to the Mortgagee or such person. Any amounts payable to an indemnified party under this Section which are not paid within ten (10) days after written demand therefor shall bear interest at the default rate of interest provided in the Note from the date of such demand, and such amounts, together with such interest, shall be indebtedness secured by this Mortgage. The obligationsof the Mortgagor under this Section shall survive any defeasance of the Mortgage. 24. jiI,AZARDOUS MATERIALS. The Mortgagor agrees that it will not use, generate, store or dispose of Hazardous Materials on the Mortgaged Property. For purposes hereof, "hazardous materials" include (but are not limited to) materials defined as "hazardous waste" under the Federal Resource Conservation and Recovery Act and similar state laws, or as "hazardous substances" under the Federal Comprehensive Environmental Response, Compensation and Liability Act and similar state laws. Hazardous materials include (but are not limited to) solid, semi -solid, liquid or gaseous substances which are toxic, ignitable, corrosive, carcinogenic or otherwise dangerous .to human, plant or animal health and well-being. Examples of hazardous waste include paints, solvents, chemicals, petroleum products, batteries, transformers, and other discarded. man-made materials with hazardous characteristics. The Mortgagee shall have all remedies at law and equity for failure of the Mortgagor to carry out the foregoing obligation, including but not limited to specific performance, damages, reasonable attorneys' fees and court costs. This provision shall survive payment of the Note and termination of this Mortgage. Page 9of14 25. REPRESENTATIONS AND WARRANTIES. In order to induce the Mortgagee to make the Loan evidenced by the Note, the Mortgagor represents and warrants that: (a) there are no actions, suits or proceedings pending or threatened against or affecting the Mortgagor or any portion of the Mortgaged Property, or involving the validity or enforceability of this Mortgage or the priority of its lien, before any, court of law or equity or any tribunal, administrative board or governmental authority, and the Mortgagor is not in default under any other indebtedness or with respect to any order, writ, injunction; decree, judgment or demand of any court or any governmental authority, (b) the execution and delivery of the Note, this Mortgage and all other Loan Documents do not and shall not (i) violate any provisions of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to the Mortgagor or any other person executing the Note, this Mortgageor other Loan Documents, nor (ii) result in a breach of or constitute a default under, any indenture, bond, mortgage, lease, instrument, credit agreement, undertaking, contract or other agreement to which the Mortgagor or such other person is a party or by which either or both of them or their respective properties may be bound or affected; (c) the Note, this Mortgage and all other -Loan Documents constitute valid and binding obligations of the Mortgagor and any other person executing the same, enforceable against the Mortgagor and such other person(s) in accordance with their respective terms; (d) there is no fact that the Mortgagor and any guarantor(s) of the Loan have not disclosed to the Mortgagee in writing that could materially adversely affect their respective properties, business or financial conditions or the Mortgaged Property or any other collateral for the Loan; : (e) the Mortgagor and any guarantor(s) of the Loan have duly obtained all permits, licenses, approvals and consents from, and made all filings with, any governmental authority (and the same have not lapsed nor been rescinded or revoked) which are necessary in connection with the execution and delivery of this Mortgage and any other Loan Document, the making of the Loan, the performance of their respective obligations under any Loan Document, or the enforcement of any Loan Document; and that all such representations and warranties shall survive the closing of the Loan and any bankruptcy proceedings. 26. SEVERABILITY OF INVALID PROVISIONS. In the event any provision of the Note and or this Mortgage should be held unconstitutional, illegal or unenforceable for any reason, such provision shall not affect, alter, or otherwise impair any other provision of the Note and or this Mortgage. 27. NO WAIVER It is expressly agreed and understood that a waiver by the Mortgagee of any right or rights conferred to it hereunder with regard to any one transaction or occurrence shall not be deemed a waiver of such right or rights to any subsequent transaction or occurrence. It is further agreed that any forbearance or delay by the Mortgagee in the enforcement of any right or remedy hereunder shall not constitute or be deemed a waiver of such right or remedy. 28. GOVERNING LAW AND VENUE. This Mortgage shall be construed and enforced pursuant to the laws of the State of Florida, excluding all principles of choice of laws, conflict of laws and comity. Any action pursuant to adispute under this Mortgage must be brought in any state or federal court of competent jurisdiction in Miami -Dade County and no other venue. All meetings to resolve said dispute, including voluntary arbitration, mediation,or other alternative dispute resolution mechanism, will take place in this venue. The parties both waive any defense that venue in Miami -Dade County is not convenient. Page 10 of 14 29. HEADINGS. The headings of the articles, sections, paragraphs and subdivisions of this Mortgage are for convenience and ease of reference only, and are not to be considered a part hereof, and shall not limit or otherwise affect any of the terms or provisions hereof. 30. GENDER AND NUMBER. In this Mortgage and the Note it secures, the singular shall include the plural and the masculine shall: include the feminine and neuter. 31. PARTIES BOUND: NO ORAL MODIFICATIONS. Each and every of the terms, covenants and conditions contained herein shall be binding upon the parties hereto and their successors, heirs, assigns and devisee. This Mortgage is not subject to modification other than by a written document or instrument executed by the party or parties to be charged with such modification. 32. STANDSTILL. Notwithstanding the . foregoing, so long as Investor Member or Special Investor Member (or any affiliate thereof) own a membership interest in Maker, the Lender will not commence foreclosure proceedings. with respect to the Property, or exercise . any other rights or remedies it may have, under this Mortgage or the Note, including but not limited to accelerating the amounts due under this Promissory Note, collecting rents, appointing (or seeking the appointment of) a receiver or exercising any rights or remedies thereunder, without providing Investor Member and; Special Investor Member (as such terms are defined in the Loan Agreement) with at least forty-five (45) calendar days' prior written notice of its intent to pursue any such action(s). 33. CAPITALIZED TERMS. All capitalized terms not defined herein shall have the meanings provided in the Loan Agreement and the Exhibits thereto. 34. WAIVER OF TRIAL BY JURY. THE MORTGAGOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS MORTGAGE, OR ANY OF THE LOAN DOCUMENTS OR THE FINANCING CONTEMPLATED HEREBY, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR THE ACTIONS OF ANY PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE MORTGAGEE EXTENDING THE LOAN SECURED BY THIS MORTGAGE. 35. SUBORDINATION. The obligations under this Mortgage are subordinate to those certain Multifamily Housing Revenue Bonds (The Villages Apartments, Phase II), Series 2023, in the original aggregate principal amount of $32,500,000, and are subject in all respects to that certain Subordination Agreement, dated as of April 1, 2023, by and among Mortgagor, Mortgagee, Miami - Dade County, Florida, a political subdivision of the State of Florida, and The Bank of New York Mellon Trust Company, N.A., a national baking association, as trustee. [SIGNATURE ON FOLLOWING PAGE] Page 11 of 14 IN WITNESS WHEREOF, the Mortgagor has hereunto set its hand and seal the day and year first above written. WIT ES ' Print me: atiPs/QIJc1 a_111) Print Name: k /L. cr.1.1l/;" MORTGAGOR's ADDRESS: The Village Miami Phase 11, LLC 8500 NW 25th Avenue Miami, FL 33147 Attn: Oliver L. Gross STATE OF FLORIDA COUNTY OF MIAMI-DADE MORTGAGOR: THE VILLAGE MIAMI PHASE II, LLC, a Florida limited liability company By: Villages II Manager, LLC, a Florida limited Bata company, its ;-hager By: Name: Oliver L. Gross Title: President 4 INVESTOR MEMBER AND SPECIAL INVESTOR MEMBER'S ADDRESS: c/o Red Stone Equity Partners. LLC 90 Park Avenue, 28th floor New York, NY 10016 Attention: General Counsel with a copy to: Applegate & Thorne -Thomsen, PC 425 S. Financial Plaza, Suite 1900 Chicago, IL 60605 Attention: Bennett P. Applegate ACKNOWLEDGMENT The foregoing instrument was acknowledged before me by means of C�physical presence or O online notarization, this / `rday of April, 2023, by Oliver L. Gross, as President of Villages II Manager, LLC, iami Phase [I, a Florida limited liability company, the manager of The Village liability company. He is personally known to me or has produce (NOTARY PUBLIC SENiiHlll//l�/�° \\\ CHA DFq ° •' )ULY23,?oF{• o eN a N . • i c aedlho :;- / \o : /iSTATE O'\`S LC, a Florida limited _ as identification. ature of Person aking Acknowledgment jf,/4q�P,,�c (Printed, Typed, or Stamped Name ofNotary Public) Serial Number, if any Page 12 of 14 Exhibit A Legal Descrintion Of The Pronertv That leasehold estate created by that Lease by and between New Urban Development LLC, a Florida limited liability company, Lessor, to The Village Miami Phase II, LLC, a Florida. limited liability company, Lessee, as evidenced by the Memorandum of Lease, recorded March 31, 2023, in Official Records Book 33646, Page 2466, over the following described lands: A PORTION OF TRACT "A," NORTHWESTERN TRACTS, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 170, AT PAGE 72 OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, DESCRIBED AS FOLLOWS: COMMENCE AT THE INTERSECTION OF THE CENTERLINE OF NW 69TH STREET AND NW 7TH AVENUE; THENCE NORTH 89 DEGREES 41 MINUTES 44 SECONDS WEST, ALONG THE CENTERLINE OF NW 69TH STREET, FOR 712.96 FEET; THENCE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST FOR 25.00 FEET TO THE POINT OF BEGINNING; THENCE CONTINUE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST FOR 96.90 FEET; .THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS WEST FOR 118.30 FEET; THENCE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST FOR :142.02 FEET; THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST FOR 137.63 FEET; THENCE SOUTH 00 DEGREES 07 MINUTES 27 SECONDS EAST FOR 72.14 FEET; THENCE NORTH 89 DEGREES 40 MINUTES 47 SECONDS WEST FOR 618.97 FEET; THENCE NORTH 00 DEGREES 09 MINUTES 32 SECONDS WEST, ALONG THE WEST LINE OF TRACT "A", FOR 285.59 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE TO THE RIGHT, HAVING FOR ITS ELEMENTS A RADIUS OF 25.00 FEET AND A CENTRAL ANGLE OF 90 DEGREES 27 MINUTES 48 SECONDS; THENCE NORTHEASTERLY: ALONG THE ARC OF SAID CURVE, CONCAVE TO THE SOUTHEAST, FOR AN ARC DISTANCE OF 39.47 FEET; THENCE SOUTH .89 DEGREES 41 MINUTES 44 SECONDS EAST, ALONG THE NORTH LINE OF SAID TRACT "A", FOR 575.14 FEET TO THE POINT OF BEGINNING. Page 13 of 14 Exhibit B Permitted Encumbrances on the Morteaged Pronertv All permitted encumbranceson the Property are described in that certain Title Insurance Commitment (Order Number 10535120) issued by Fidelity National Title Insurance Company, effective as of January 11, 2023 at 11:00 pm, as endorsed. Page 14 of 14 EXHIBIT "G" FORM OF COVENANT Prepared by, and after recording return to: Victoria Mendez, Esq. City Attorney, City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 Tel: (305).416-1800 Property Address: 890 NW 69 Street, Miami, Florida 33150 Folio No.: 01-3114-071-0015 DECLARATION OF RESTRICTIVE COVENANTS FOR THE VILLAGES APARTMENTS PHASE II This Declaration of Restrictive Covenants for The Villages Apartments Phase : 1 (the "Covenant"), made this 28th day of April, 2023 by THE VILLAGE MIAMI PHASE II,1 LLC, a Florida limited liability company (the "Project Sponsor"), is in favor of the CITY OF MIANII, a municipal corporation of the State of Florida (the "City"). RECITALS WHEREAS, the Project Sponsor is the ground lessee of the property located at 890 NW 69th Street, Miami, Florida 33150, and legally described in Exhibit "A", attached hereto and incorporated herein (the "Property"); and WHEREAS, the Project Sponsor hereby agrees and covenants that the following described property shall be subject to the provisions, covenants, and restrictions contained herein; and WHEREAS, this Covenant is made for the express benefit: of the City and it shall: remain in full force and effect until released by the City; and; WHEREAS, the Project Sponsor is developing a project that will, among other things, increase the supply of rental housing units for Low -Income Households and Very Low -Income Households in the community to be known as The. Villages Apartments Phase II (hereinafter referred to as the "Project"), which consists of new construction of an 8-story midrise residential rental buildings on the Property; and WHEREAS, the City has made a loan from Community Development Block Grant - COVID Program funds in the amount of Two Million Five. Hundred Thousand and No/100 Dollars ($2,500,000.00) (the "Loan") to the Project Sponsor, for purposes of funding construction of the Project; and WHEREAS, the Project consists of a total of one hundred twenty (120) residential apartment units, all 'of which are CDBG-CV assistedunits (the "Assisted Units"); and WHEREAS; the Loan is subject to that certain CDBG-CV Loan Agreement for The Villages :Apartments Phase II (the "Loan Agreement") and other loan documents of even date herewith between. the City and the Project Sponsor (collectively the "Loan Documents"); and WHEREAS; the Project Sponsor desires to make a binding commitment to assure that the Assisted Units and the Property in general are maintained and operated in accordance with the provisions of the Loan Documents and this Covenant; and WHEREAS, the Project Sponsor, as a condition for receiving the Loan funds to construct the Project, is required to record in the Public Records of Miami -Dade County, Florida, this Covenant obligating. the Project Sponsor, 'its successors, transferees, and assigns to maintain and operate the Propertyin accordance with this' Covenant and the Loan Documents; and WHEREAS, the Project Sponsor hereby declares that this Covenant shall be and is a covenant running with the Property and, unless released by the City, is binding on the Property for the entire Affordability Period (as defined below), and is not merely a personal covenant of the Project Sponsor; NOW THEREFORE, Project Sponsor voluntarily covenants and agrees that the Assisted Units and the Property in general shall be subject to the following restrictions that are intended and shall be deemed to be covenants running with the land and binding upon Project Sponsor, and its heirs, transferees, successors and assigns as follows: Section 1. Recitals: The recitals and fmdings set forth in the preamble of this Covenant are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Section. Section 2.. Use of Property: There shall be a total of one hundred twenty (120) Assisted Units in the Project that shall remain affordable for eligible tenants for the period of time commencing on the date which the Project has obtained all of the required Certificate(s) of Occupancy and all Assisted Units have been leased to eligible tenants and ending thirty (30) years thereafter (the "Affordability Period"). All one hundred twenty (120) units shall remain affordable to and occupied by Low -Income Households and Very Low -Income Households duringtheAffordabilityPeriod. Eight (8) one -bedroom one -bathroom CDBG-CV Assisted Units shall be occupied by Very Low Income Households. Fifteen (15) two -bedroom two - bathroom CDBG-CV Assisted Units shall be occupied by Very Low Income Households. Five (5) three -bedroom two -bathroom CDBG-CV Assisted Units shall be occupied by Very Low Income Households. Eight (8) one -bedroom one -bathroom CDBG-CV Assisted Units shall be occupied by Low ;Income Households: Fifty-seven (57) two -bedroom two - bathroom CDBG-CV Assisted Units shall be occupied by Low Income Households. Twenty-seven (27) three -bedroom two -bathroom CDBG-CV Assisted Units shall be occupied. by Low Income Households. "Low Income" shall mean a household whose annual income does not exceed sixty. percent (60%) of the median income for the area, as determined by the U.S. Department of Housing and Urban Development ("HUD"), with certain exceptions and adjustments for family size. "Very Low Income" shall mean a .household whose annual income does not exceed thirty percent (30%) of the median income for the area, as determined by HUD with certain exceptions and adjustments for family size. Section 3.. Term of Covenant: This Covenant is a covenant running with the land. This Covenant shall remain in full force and effect and shall be binding upon the Project Sponsor, its successors and assigns from the Effective Date until the expiration of the Affordability Period. Upon the expiration of the Affordability Period, this Covenant shall immediately lapse and be of no further force and effect without the necessity of any other written document or instrument. Notwithstanding the foregoing, upon the expiration of the Affordability Period and at the written request of the then owner of the. Property, the City . shall prepare for recording an instrument evidencing the expiration of and other termination of this Covenant in the. Public Records of Miami -Dade County,: Florida. The recordation of the instrument evidencing the expiration of and other termination of this Covenant in the Public Records of Miami -Dade County, Florida, shall be at the sole cost and expense of the then owner of the Property. Section 4. Prohibited Conveyances: Except as provided in the Loan Documents, including the Permitted Senior Financing described therein, the Project Sponsor covenants and agrees not to encumber or convey its interest in the Project, Property, or any portion thereof, without the City's prior written consent. For the purposes of this Covenant, any change in the ownership or control of the Project Sponsor, which is not permitted under the Loan Documents, shall be deemed a conveyance of an interest in the Project. Section 5. Repayment Upon Default: The Project Sponsor covenants and agrees that in the event (i) of the sale or conveyance of any interest in the Project and/or the Property without prior written consent as required by the Loan Documents: (except as otherwise _provided in the Loan Documents), or (ii) that the Project Sponsor ceases to exist as an organization, the Project Sponsor shall immediately make payment to the City in an amount equal to the full amount of Loan funds disbursed and outstanding, with interest thereon as provided in the that. certain Promissory Note of even date herewith by Project Sponsor in favor of .the City, all Program Income (as defined in 24 CFR Part 570) derived from or in connection with the Project, the Property and/or the Loans,and all unpaid fees, charges and other obligations of the Project Sponsor due under any of the Loan Documents. Section 6. Inspection and Enforcement: It is understood and agreed that any official inspector of the City shall have the right any time during normal working hours to enter and investigate the use of the Property to determine whether the conditions of this Covenant are in compliance, subject to the rights of residential tenants under their leases. Section 7. Amendment and Modification: This Covenant may be modified, amended, or released as to any portion of the Property by a written instrument executed on behalf of the City and the Project Sponsor, or .their respective successors -in -interest. Should this instrument be modified, amended or released, the City Manager (or such person who is thereafter delegated such authority) shall execute a written instrument in recordable form to be recorded in the Public Records of Miami -Dade County, Florida, effectuating and acknowledging such modification, amendment, or release. Said written instrument shall be filed for record in the Public Records of Miami -Dade County, Florida, at the sole cost and expense ofthe Project Sponsor or the then owner ofthe Property, which is applicable. . Section 8. Definitions: All capitalized terms not defined herein shall have the meanings provided in the Loan Agreement. Section 9. Severability: Invalidationof one of the provisions of this Covenant by judgment of Court shall not affect any of the other provisions of the Covenant, which shall remain in full force and effect. Section 10. Recordation: This Covenant shall be filed of record in the Public Records of Miami -Dade County, Florida, at the sole cost and expense of the Project Sponsor. Section 11. Deed Restriction/Covenant Running with the Land. Any and all requirements of the laws of the State of Florida that must be satisfied in order for the provisions of this Covenant to constitute a deed restriction and covenant running with the land shall be satisfied in full, and any requirements or privileges of estate are intended to be satisfied, or in the alternate, an equitable servitude has been created to ensure that these restrictions run with the land. For the term of this Covenant, each and every contract, deed, or other instrument hereafter executed conveying the Propertyor portion thereof shall expressly provide that such conveyance is subject to this Covenant, provided, however, that the covenants contained herein shall survive and be effective regardless of whether such contract, deed, or other instrument hereafter executed conveying the Property or portion thereof provides that such conveyance is subject to this Covenant. Section 12. Governing Law and Venue. This Covenant shall be construed and enforced pursuant to the laws of the State of Florida, excluding all principles of choice of laws, conflict of laws and comity. Any action pursuant to a dispute under this Covenant must be brought in Miami - Dade County and no other venue. All meetings to resolve said dispute, including voluntary arbitration, mediation, or other alternative dispute resolution mechanism, will take place in this venue. The parties both explicitly waive any defense that venue in Miami -Dade County is not convenient. Section 13. Costs, Including Attornev's Fees. In the event of litigation, arbitration, or mediation, between the parties hereto, arises out of the terms of this Covenant, each party shall be responsible for its own attorney's fees, costs, charges, and expenses through the conclusion of all appellate proceedings, and including any final settlement or judgment. [Signatures appear on the following page] IN WITNESS WHEREOF, the Project Sponsor has caused this Declaration of Restrictive Covenants to be executed by its duly authorized officers and the corporate seal to be affixed hereto on the day and year first above written. WI NESSES Print ' ame: PROJECT SPONSOR: THE VILLAGE MIAMI PHASE II, LLC, a Florida limited liability company By: Villages Manager, LLC Florida Print Name: Ke:114 (ra"kl/:i limited liabil'_ om an i By: Name: Oliver L. Gross Title: President ACKNOWLEDGMENT STATE OF FLORIDA COUNTY OF MIAMI-DADE THE FOREGOING INSTRUENT was acknowledged before me by means of physical presence or online notarization this day of April, 2023 by Oliver L. Gross, as President of Villages II Manager, LLC, the Manager of The Village Miami Phase II, LLC, a Florida limited liability company. He is personally known to me or has produced a Florida Driver's License No. as identification. \e�'r,149N{Blldd//>1j1/ i e,ae G�,p,DESANjQ� >ez'f(:1eei 1 q `m\PQ.°\SSIONp/•�S ''i W—/ � G.pv o�7 c.C. : ; otary Public *- _ State of Florida at Large My Commissior=LfQires: G3tss27 • r ET ::, 0 % o8ondedkV .c,C+ • pie sis 9Q yFain Ine°t °••<‘',�a CITY OF MIAMI, a municipal corporation of the State of Florida By: STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowled a before me by means ofphysical presence or O online notarization, this C' day of , 2023, by Arthur Noriega V, as City Manager for the City of Miami, a municipal corporation of the State of Florida, on behalf of the municipal corporation. He is personally known to me or has produced as identification. (NOTARY PUBLIC SEAL) OFELIA E. PEREZ MY COMMISSION # GG 360880 EXPIRES: August 2, 2023 Bonded ] Pd^!',y `"�:b:i Uncerwrites Tta: Approved by Housing and Community evelopment De 'artment: o legal form and corjectness: Sig a e of Person 3' Acknowledgment (Printed, Typed, or Stamped Name of Notary Public) Title or Rank Serial Number, if any fr ved as to In Vitoria M dez, Esq. City Att• .ey Ann -Marie Sharpe lirector )(EA a 3_ 4tSal Department of Risk M. agement nts: Exhibit A Legal Description Of The Property That leasehold estate created by that Lease by and between New Urban Development LLC, a Florida limited liability company, Lessor, to The Village Miami Phase II, LLC, a Florida limited liability company, Lessee, as evidenced by the Memorandum of Lease, recorded March 31, 2023, in Official Records Book 33646, Page 2466, over the following described lands: A PORTION OF TRACT "A," NORTHWESTERN TRACTS, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 170, AT PAGE 72 OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, DESCRIBED AS FOLLOWS: COMMENCE AT THE INTERSECTION OF THE CENTERLINE OF NW 69TH STREET AND NW 7TH AVENUE; THENCE NORTH 89 DEGREES 41 MINUTES 44 SECONDS WEST, ALONG THE CENTERLINE OF NW 69TH STREET, FOR 712.96 FEET; THENCE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST FOR 25.00 FEET TO THE POINT OF BEGINNING; THENCE CONTINUE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST FOR 96.90 FEET; THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS WEST FOR 118.30 FEET; THENCE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST FOR 142.02 FEET; THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST FOR 137.63 FEET; THENCE SOUTH 00 DEGREES 07 MINUTES 27 SECONDS EAST FOR 72.14 FEET; THENCE NORTH 89 DEGREES 40 MINUTES 47 SECONDS WEST FOR 618.97 FEET; THENCE NORTH 00 DEGREES 09 MINUTES 32 SECONDS WEST, ALONG THE WEST LINE OF TRACT "A", FOR 285.59 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE TO THE RIGHT, HAVING FOR ITS ELEMENTS A RADIUS OF 25.00 FEET AND A CENTRAL ANGLE OF 90 DEGREES 27 MINUTES 48 SECONDS; THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE, CONCAVE TO THE SOUTHEAST, FOR AN ARC DISTANCE OF 39.47 FEET; THENCE SOUTH 89 DEGREES 41 MINUTES 44 SECONDS EAST, ALONG THE NORTH LINE OF SAID TRACT "A", FOR 575.14 FEET TO THE POINT OF BEGINNING. EXHIBIT "H" RENT REGULATORY AGREEMENT Prepared by, and after recording return to: Victoria Mendez, Esq.. City Attorney, City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 Tel: (305) 416-1800 Property Address: 890. NW 69 Street, Miami, Florida Folio No.: 01-3114-071-0015 RENT REGULATORY AGREEMENT FOR THE VILLAGES APARTMENTS PHASE II This RENT REGULATORY AGREEMENT (the "Regulatory Agreement") is entered into this 28th day of April, 2023, between THE VILLAGE NIIANII PHASE II, LLC, a limited liability company (the "Borrower") and the :CITY OF MIAMI, a municipal corporation of the State of Florida (the "City"). The execution of this Regulatory Agreement by the Borrower is in :connection with the loan of Community Development Block Grant - COVED Program ("CDBG-CV") funds, (the "Loan"), secured by certain loan documents to be executed in connection therewith (the "Loan Documents"), for the development and construction of a total of one hundred twenty (120) residential apartment units (the "CDBG-CV-Assisted Units"). The project, to be known as The Villages Apartments Phase II (the "Project"), consists of the development and construction of an 8-story affordable rental residential building located at 890 NW 69 Street, Miami, Florida (the "Property"). In accordance with the requirements set forth in (i) that certain CDBG-CV Loan Agreement to be executed by the Borrower and the City for the CDBG-CV funds (the "Agreement"), and (ii) the other Loan Documents of even date therewith between the Borrower and the City, all of the one hundred twenty (120) Project units are considered "CDBG-CV-Assisted" and all of the CDBG-CV-Assisted Units are subject to the restrictions provided herein. Borrower hereby agrees to the following terms, conditions and covenants until the end of the Affordability Period (as defined in the Agreement): al Occupancy Requirements. The CDBG-CV-Assisted Units shall be made available, to tenants who qualify under the occupancy requirements of 24 CFR Part 570 (the "Regulation"). The CDBG-CV-Assisted Units are subject to the restrictions provided therein and herein, including, but not limited to, the following: All one hundred twenty (120) CDBG-CV-Assisted Units shall be . occupied by Low - Income Households and Very Low -Income Households. The term "Low -Income Households" means households that have annual incomes that do not exceed sixty percent (60%) of the median income for the area, as determined by HUD and adjusted for family size. The term "Very Low - Income. Households" means households that have annual incomes that donot exceed thirty percent (30%) of the median income for the area, as determined by HUD and adjusted for family size. as follows: Maximum Rent Levels. The rent levels of the CDBG-CV-Assisted Units shall be Page 1 of 9 Based on Miami Dade Market Rate Rents effective March 13; 2023. # Units # Beds # Baths Income Target O Rents 8 1 1 30% 1,546 8 1 1 .60% 1,546 15 2 . 2 = 30% 1,923 57 2 2 60% 1,923 5 . , 3 2 30% 2,530 27 3 2 60% 2,530 120 . Notwithstanding any language contained herein to the contrary, if a CDBG-CV-Assisted Unit receives federal or state project -based rental subsidy and the family's contribution toward rent does not exceed 30% of the family's adjusted income, then : the maximum rent (i.e., tenant contribution plus project -based rental subsidy) is the rent allowable under the federal or state project -based rental subsidy program. The foregoing maximum rents include tenant paid utilities. Maximum rents will be reduced for the amount of the applicable HUD Utility Allowance (as published from time to time by HUD) for any utilities paid by the tenant. In no event will the family contribution portion of the monthly rent on a CDBG-CV-Assisted Unit exceed thirty percent (30%) of the applicable percentage of area median income set forth in Paragraph 1 above. Rents shall not be adjusted for changes in income or HUD published maximums until lease renewal. In the event that the CDBG- CV-Assisted Units are also benefitted from a federal or state rent subsidy program, then the rents outlined above may be set at the applicable rent standard established by that rent subsidy program in compliance with 24 CFR 570. (3) Income Re -certification. Tenant income for CDBG-CV-Assisted Units shall be certified by the Borrower annually on the anniversary of each tenant's lease.and maintained in the tenant file, subject to inspection by the City, in accordance with this Regulatory Agreement. (4) Deposits and Pre -payments. Borrower shall not require, as a condition of occupancy or leasing of any CDBG-CV-Assisted Unit, any other consideration or deposit from the tenant, except for the prepayment of one month's rent and plus a security deposit not to exceed one additional month's rent. (5) Prohibited Lease Provisions. The Borrower's leases for CDBG-CV-Assisted Units shall not contain any of the following provisions: a. Agreement to be sued. A tenant lease may not contain a provision whereby the tenant agrees to be sued; admits guilt or consents to judgment in favorof the landlord in a lawsuit brought in connection with the lease. Page 2 of 9 b. Agreement regarding treatment of property. A tenant lease may not contain a provision whereby the tenant agrees that the landlord may take, hold or sell personal property of the tenant household without notice and a court decision. This prohibition does not apply to personal property remaining in the CDBG-CV-Assisted Unit after the tenant has moved out. c. Waiver of notice. A tenant lease may not contain a provision whereby the tenant agrees that the landlord may institute a lawsuit without notice to the tenant. d. Waiver of legal proceedings. A tenant lease may not contain a provision whereby the tenant agrees that the landlord may evict the tenant or a household member without instituting a civil court proceeding in which the tenant has the opportunity to present a defense or before a court decision on the rights of the parties. e. Waiver of a jury trial. A tenant lease may not contain'a provision whereby the tenant agrees to waive any right to a jury trial. f. Waiver of right to appeal a court decision. A tenant lease may not contain a provision whereby the tenant agrees to waive the tenant's right to appeal or otherwise challenge in court a court decision in connection with the lease. g:: Agreement to pay legal costs, regardless of outcome. A tenant lease may not contain a provision whereby the tenant agrees to pay attorney's fees or other legal costs even if the tenant wins the court proceeding brought by the landlord against the tenant. The tenant, however, maybe obligated to paycosts if the tenant loses. h. Excusing owner from responsibility. A tenant lease may not contain a provision whereby the tenant agrees not to hold the landlord or the landlord's agents legally responsible for any action or failure to act, whether intentional or negligent. (6) Annual Reporting. Each year, on the anniversary of the issuance of the certificate of occupancy/certificate of completion for the Project, and at other times at the request of the City, the Borrower shall furnish occupancy reports in a form approved by the City, and shall provide the City with such other information as may be requested by the City relative to income, expenses, assets, liabilities, contracts, operations, and condition of the Project and/or the CDBG-CV-Assisted Units. (7) Inspections. The Borrower agrees to submit the CDBG-CV-Assisted Units to an annual re -inspection to insure continuing compliance with all applicable housing codes, federal and local housing quality standards and regulatory requirements. The Borrower will be furnished a copy of the results of each inspection within thirty (30): calendar days of completion, and will be given thirty (30) calendar days thereafter to correct any deficiencies or violations. At any time other than an annual inspection, the City may, in its discretion, inspect any CDBG-CV-Assisted Unit. The Borrower and the tenant will be provided with the results of the inspection and the time and the method of compliance and corrective action :that must be taken. (8) Record -keeping. The Property, the Project, including the CDBG-CV-Assisted Units, equipment, buildings, plans, offices, apparatus, devices, books, contracts, records, documents, and other papers relating thereto shall at all times be maintained in reasonable condition for proper audit and shall be subject to examination and inspection at any reasonable time by the City. Borrower shall keep copies of all written contracts and other instruments which Page 3 of 9 affect the CDBG-CV-Assisted Units, all or any of which may be subject ;to inspection and examination by the City. Specifically,the foregoing includes all records, calculations and information necessary to support tenant occupancy eligibility and monthly rental charges in addition to all leases and written notices to tenants with respect to the terms of this Regulatory Agreement, as required by this Regulatory Agreement. (9) Default. Upon the occurrence of a violation of any provision of this Regulatory Agreement, the City shall give written notice thereof to the Borrower, by registered or certified mail, addressed to the Borrower's address as stated in this Regulatory Agreement, or to such other address(es) as may subsequently, upon appropriate written notice thereof to the City, be designated by the Borrower. In the case of a Borrower which is a corporation:or partnership, notices may also be sent by the City to the address of the corporation's chief executive officer or to all general partners,. as applicable, at the: City's discretion. If such violation is not corrected to the City's satisfaction, within thirty (30) calendar days after the date such notice is mailed, or within such further time as the City reasonably determines is necessary to correct the violation, without further notice the City may declare a default under this Regulatory Agreement and under the Agreement and the Loan Documents executed in connection therewith, and may proceed to initiate any or all remedies at law or in equity provided for in the event of a default under such agreements and Loan Documents. All notices under this Regulatory Agreement shall be in writing and addressed as follows:. To Borrower: With Copy to: The Village Miami Phase II, LLC 8500 NW 25 Avenue Miami, FL 33147 Attn: Oliver L. Gross Terry M. Lovell, Esq. . Bilzin Sumberg Baena Price &.Axelrod LLP 1450 Brickell Avenue, 23rd Floor Miami, FL 33131 To City: City of Miami Department of Housing and Community Development One Flagler Building 14 Northeast 1st Avenue, Second Floor Miami, Florida 33132 Attn: George Mensah, Director With Copy To: Victoria Mendez Office of the City Attorney, City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 (10) Fines. Upon the occurrence of a violation of any provision of this Regulatory Agreement, and regardless of the nature of the violation, the City will assess a flat monthly fine in the amount of Fifty Dollars and no/cents ($50.00) per CDBG-CV-Assisted Unit that is the subject Page4of9 of such violation up to a maximum of Five Thousand Dollars and no/cents ($5,000.00) per month, for each month the violation is not corrected, and pay same over to the City. The remedy for violation provided in this section of this Regulatory Agreement is cumulative with any and all remedies at law or in equity provided in the event of a default under this Regulatory Agreement and/or the Loan Documents. (11) Tenant Notice. Borrower agrees during the term of this Regulatory Agreement, to furnish each tenant of a CDBG-CV-Assisted Unit, at the execution or renewal of any lease or upon initial occupancy, if there is no lease, with a written notice in the following form: The rent charged for your apartment and the services included in that rent are subject to a Rent Regulatory Agreement between the landlord and the Ciry of Miami, for the term of the Affordability Period. A copy of the Rent Regulatory Agreement will be made available by the landlord to each tenant upon request If there is no lease for a CDBG-CV-Assisted Unit, Borrower shall maintain a file copy of such notice delivered to the tenant, with a signed acknowledgement of receipt by the tenant. All such notices to tenants will be made available for inspection upon request by the City. (12) No Conflict with Loan Documents. The provisions of this Regulatory Agreement are in addition to, and do not amend, alter, modify, or supersede inany respect, the provisions of the mortgage and/or any of the other Loan Documents executed in connection with the Loan. (13) Partial Invalidity. The invalidity of any paragraph or provisionof this Regulatory Agreement shall not affect the validity of the: remaining paragraphs and provisions hereof. (14) Term. This Regulatory Agreement shall be effective until the expiration: of the Affordability Period. On the expiration of such period, this Regulatory Agreement shall immediately lapse and be of no further force and effect :without the necessity of any other written document or instrument. Notwithstanding the foregoing, upon such expiration, the Borrower shall be permitted to prepare and record an instrument evidencing the expiration of and other termination of this Regulatory Agreement in the Public Records of Miami -Dade County, Florida. (15) Definitions. All capitalized terms used herein and not otherwise defined shall have the meanings provided in the Regulation and/or in the Loan Documents. (16) Exclusion of Commercial Spaces. Notwithstanding anything to the contrary in this Regulatory Agreement or in the Agreement, it is expressly understood and agreed that the Regulation and all other terms, conditions, restrictions, and requirements of this Regulatory Agreement shall exclude, and shall not apply to, or otherwise restrict or affect, the operation, maintenance, leasing, improvement, base rent and other additional rent determination and collection, and all other aspects of the Borrower's management, leasing, and ownership of all or any portion of thecommercial and retail spaces located in the Project, if applicable. (17) Severability. Invalidation of one of the provisions :of this Regulatory Agreement by judgment of Court shall not affect any of the other provisions of the Regulatory Agreement, which shall remain in full force and effect. (18) Recordation. This Regulatory Agreement shall be filed of record among the Public Records of Miami -Dade County, Florida, at the sole cost and expense of the Borrower. Page 5 of 9 (19) Governing Law: and Venue. This Regulatory Agreement shall be construed and enforced pursuant to the laws of the State of Florida, excluding all principles of choice: of laws, conflict of laws and: comity. Any action pursuant to a dispute under this Regulatory Agreement must be brought in Miami -Dade County and no other venue. All meetings to resolve said dispute, including voluntary arbitration, mediation, or other alternative dispute resolution mechanism, will take place in this venue. The parties both. waive any defense that venue in Miami -Dade County is not convenient. (20) Attorney's Fees. In the event litigation, arbitration, or mediation, between the parties hereto, arises out of the terms of this Regulatory Agreement, each party shall be responsible for its own attorney's fees, costs, charges, and expenses through the conclusion of all appellate proceedings, and including any final settlement or judgment. (21) 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. [Signature Page Follows] Page 6 of 9 This REGULATORY AGREEMENT has been executed and delivered as of the day and year first above written. WITNESSES �z G ry Pr nt Name: pun nt./ Jl� j /v�-t onJ Print Name: Ke* (PA.& L BORROWER'S ADDRESS: The Village Miami Phase II, LLC 8500 NW 25th Avenue Miami, FL 33147 Attn: Oliver L. Gross STATE OF FLORIDA COUNTY OF MIAMI-DADE BORROWER: THE VILLAGE MIAMI PHASE II, LLC, a Florida limited liability company By: Villages II Manager, LLC, a Fl ida limited liability company, itsna By: Name: Oliver L. Gross Title: President ACKNOWLEDGMENT The foregoing instrument was acknowledged before me by means of physical presence or O online notarization, this / a day of April, 2023 by Oliver L. Gross, as President of Villages II Manager, LLC, a Florida limited liability company, the Manager of The Village Miami Phase II, LLC, a Florida limited liability company. He is personally known to me or has produced as identification. (NOTARY PUBLV0111+ b,,,, `���\\\�\w \• •SsDio•Sa410Gz%'o Y 232 Ei . p0 r o : G 316927 •tea • i9�'� .41).,ded ihol Q o i'r :;,:::"S i suran.g.\ .%\()::‘ • O e�� ignature of Pers0 Taking Acknowledgment (Printed, Typed, or Sta Name of Notary Public) � .--5/r 6.212v7 Serial Number, if any Page 7 of 9 (NOTARY PUBLIC SEAL) Signature of Person Taking Acknowledgment (Printed, Typed, or Stamped Name of Notary Public) Serial Number, if any CITY: CITY OF MIAMI, fnunicipal corporation ATTE. T: of the State of Fl By: Todd ' Hannon Arthur No ega City - k City Manager Date: (o 0-3 APPROVED AS TO FORM AND ORRECTNESS: / Vic rT a Mend AEA City Attorney eta-fol Page 8 of 9 Exhibit A Legal Description Of The Property That leasehold estate created by that Lease by and between New Urban Development LLC, a Florida limited liability company, Lessor, to The Village Miami Phase II, LLC, a Florida limited liability company, Lessee, as evidenced by the Memorandum of Lease, recorded March 31, 2023, in Official Records Book 33646, Page 2466, over the following described lands: A PORTION OF TRACT "A," NORTHWESTERN TRACTS, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 170, AT PAGE 72 OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, DESCRIBED AS FOLLOWS: COMMENCE AT THE INTERSECTION OF THE CENTERLINE OF NW 69TH STREET AND NW 7TH AVENUE; THENCE NORTH 89 DEGREES 41 MINUTES 44 SECONDS WEST, ALONG THE CENTERLINE OF NW 69TH STREET, FOR 712.96 FEET; THENCE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST FOR 25.00 FEET TO THE POINT OF BEGINNING; THENCE CONTINUE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST FOR 96.90 FEET; THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS WEST FOR 118.30 FEET; THENCE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST FOR 142.02 FEET; THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST FOR 137.63 FEET; THENCE SOUTH 00 DEGREES 07 MINUTES 27 SECONDS EAST FOR 72.14 FEET; THENCE NORTH 89 DEGREES 40 MINUTES 47 SECONDS WEST FOR 618.97 FEET; THENCE NORTH 00 DEGREES 09 MINUTES 32 SECONDS WEST, ALONG THE WEST LINE OF TRACT "A", FOR 285.59 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE TO THE RIGHT, HAVING FOR ITS ELEMENTS A RADIUS OF 25.00 FEET AND A CENTRAL ANGLE OF 90 DEGREES 27 MINUTES 48 SECONDS; THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE, CONCAVE TO THE SOUTHEAST, FOR AN ARC DISTANCE OF 39.47 FEET; THENCE SOUTH 89 DEGREES 41 MINUTES 44 SECONDS EAST, ALONG THE NORTH LINE OF SAID TRACT "A", FOR 575.14 FEET TO THE POINT OF BEGINNING. EXHIBIT ' I" SIGNAGE REQUIREMENTS Font size: 86 pt Building Better Neighborhoods Name of Project second line third and final Francis Suarez Mayo[ Alex Diaz de la Portilla District 1 Sabina Covo Distn[.t 2 Joe Carollo D�-rn 3 Manolo Reyes District 4 Christine King District 5 Arthur Noriega, V City Manager Font size: 230 pt Font size: 314 pt Project Construction Cost: $ x,xxx,xxx Font size: 168 pt City Contribution $ x,XXX,xxx www.miamigov.com 305.416.2080 Housing & Com un y Development This project is located in District X represented by City of Miami Commissioner INSERT NAME HERE 4' x 8' Pressure Sensitive 2 mil cast vinyl overmounted with 3 mill mylar and mounted to 1 /2"mdo with varnished or painted back Font: Akzidenz Grotesk • Pantone Reflex Blue C 1 • Pantone 117 C • Pantone 871 C ■ Black Font size: 192 pt Font size: 175 pt Font size: 165 pt Font size: 270 pt EXHIBIT "J" ADDITIONAL INSURANCE REQUIREMENTS Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1000,000 General Aggregate Limit (Per Job) - $ 2,000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $1,000,000 B. Endorsements Required City of Miami listed as an additional insured Contingent and Contractual Liability Explosion,:Collapse and Underground Hazard Primary Insurance Clause Endorsement Extended Completed Operations Endorsement proving 10 years coverage extension following project completion, including City as additional insured Including Crane and Rigging Liability, as applicable H. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto' Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami included as an additional insured Including Crane and Rigging Liability, as applicable Worker's Compensation Limits of Liability (Part A): Statutory, per. State of Florida Employer's Liability A. Limits of Liability (Part B) $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit Waiver of subrogation . Umbrella Policy (Excess Follow Form) A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $ 9,000,000 Aggregate $ 9,000,000 City of Miami listed as an additional Insured. Coverage is excess follow form over all liability polices contained herein. VI. Professional Liability/Errors & Omissions Any licensed design professional work such as that provided by architects, engineers, construction consultants, etc., shall maintain professional liability insurance: Each Claim Policy Aggregate $2,000,000 $2,000,000 If claims made; retro Date applies prior to contract inception. Coverage is to be maintained and applicable for a minimum of 3 years following contract completion. VII. Payment and Performance Bond $TBD City listed as Obligee VIII. Builders' Risk Causes of Loss: A11Risk-Specific Coverage Project. Location Valuation: Replacement Cost Total Cost of Renovation Deductible: $25,000 Maximum 5% Maximum on Wind/Hail and Flood A. Coverage Extensions: City of Miami listed as loss payee Including Storage and transport of materials, equipment, supplies of any kind to be used on or incidental to the Project. Equipment Breakdown for testing of al mechanized; pressurized, or electrical. equipment. IX. Safety/claims and deductibles Safety and loss control shall be exercised at all times by the Contractor for the protection of all persons, employees, :and property. Any hazardous conditions mist be promptly identified, reported, and action taken to mitigate as soon as possible. Notice of claims/accidents/incidents associated with this agreement shall be reported to the Contractor's insurance company and to the City's Risk Management department as soon as practical. The Contractor has the sole responsibility for all insurance premiums and shall be fully and solely responsible for any costs or expenses as a result of a coverage deductible, co-insurance penalty, or self -insured retention; including any loss not covered because of the operation of such deductible, co-insurance penalty, self -insured retention,, or coverage exclusion or limitation. The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must: be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. SCHEDULE A PERMITTED SENIOR FINANCING Bond loan from Housing Finance Authority of Miami -Dade County, Florida ("HFA"), in the amount of Thirty -Two Million, Five . Hundred Thousand and 00/100 Dollars ($32,500,000) evidenced by a promissory note to HFA and secured by a mortgage in favor of HFA, which shall be reduced to not greater than Twenty -Three Million and 00/100 Dollars ($23,000,000) at the conversion to permanent financing. 2. Loan from Miami -Dade County, Florida ("County") in the amount of Five Million, Seven Hundred Eighty -Eight Thousand and 00/100 Dollars ($5,788,000) consisting of Surtax and Inflation Relief Funds, evidenced by a promissory note to County in the amount of Four Million, Seven Hundred Eighty -Eight Thousand and 00/100 Dollars ($4,788,000) and promissory note to County in the amount of One Million Dollars and 00/100 ($1,000,000), and secured by a mortgage in favor of County. Prepared by, and after recording return to: Victoria Mdndez, Esq. City Attorney, City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 Tel: (305) 416-1800 Property Address: 890 NW 69 Street, Miami, Florida 33150 Folio No.: 01-3114-071-0015 1.053� 62004C 111111 11111 11111 IIIII IHltllllllllll IIII IIII CFN 2023R0289633 OR Bit 33687 Pss 1033-1039 (7Pss) RECORDED 05/02/2023 10:02:54 LUIS G. MONTALDOr CLERK AD INTERIM MIAMI-DADE COUNTY, FL DECLARATION OF RESTRICTIVE COVENANTS FOR THE VILLAGES APARTMENTS PHASE II This Declaration of Restrictive Covenants for The Villages Apartments Phase 1I (the "Covenant"), made this 28th day of April, 2023 by THE VILLAGE MIAMI PHASE II, LLC, a Florida limited liability company (the "Project Sponsor"), is in favor of the CITY OF MIAMI, a municipal corporation of the State of Florida (the "City"). RECITALS WHEREAS, the Project Sponsor is the ground lessee of the property located at 890 NW 69th Street, Miami, Florida 33150, and legally described in Exhibit "A", attached hereto and incorporated herein (the "Property"); and WHEREAS, the Project Sponsor hereby agrees and covenants that the following described property shall be subject to the provisions, covenants, and restrictions contained herein; and WHEREAS, this Covenant is made for the express benefit of the City and it shall remain in full force and effect until released by the City, and WHEREAS, the Project Sponsor is developing a project that will, among other things, increase the supply of rental housing units for Low -Income Households and Very Low -Income Households in the community to be known as The Villages Apartments Phase II (hereinafter referred to as the "Project"), which consists of new construction of an 8-story midrise residential rental buildings on the Property, and WHEREAS, the City has made a loan from Community Development Block Grant - COVID Program funds in the amount of Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000.00) (the "Loan") to the Project Sponsor, for purposes of funding construction of the Project; and WHEREAS, the Project consists of a total of one hundred twenty (120) residential apartment units, all of which are CDBG-CV assisted units (the "Assisted Units"); and WHEREAS, the Loan is subject to that certain CDBG-CV Loan Agreement for The Villages Apartments Phase 1I (the "Loan Agreement") and other loan documents of even date herewith between the City and the Project Sponsor (collectively the "Loan Documents"); and WHEREAS, the Project Sponsor desires to make a binding commitment to assure that the Assisted Units and the Property in general are maintained and operated in accordance with the provisions of the Loan Documents and this Covenant; and Book33687/Page1033 CFN#20230289633 Page 1 of 7 WHEREAS, the Project Sponsor, as a condition for receiving the Loan funds to construct the Project, is required to record in the Public Records of Miami -Dade County, Florida, this Covenant obligating the Project Sponsor, its successors, transferees, and assigns to maintain and operate the Property in accordance with this Covenant and the Loan Documents; and WHEREAS, the Project Sponsor hereby declares that this Covenant shall be and is a covenant running with the Property and, unless released by the City, is binding on the Property for the entire Affordability Period (as defined below), and is not merely a personal covenant of the Project Sponsor; NOW THEREFORE, Project Sponsor voluntarily covenants and agrees that the Assisted Units and the Property in general shall be subject to the following restrictions that are intended and shall be deemed to be covenants running with the land and binding upon Project Sponsor, and its heirs, transferees, successors and assigns as follows: Section 1. Recitals: The recitals and findings set forth in the preamble of this Covenant are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Section. Section 2. Use of Property: There shall be a total of one hundred twenty (120) Assisted Units in the Project that shall remain affordable for eligible tenants for the period of time commencing on the date which the Project has obtained all of the required Certificate(s) of Occupancy and all Assisted Units have been leased to eligible tenants and ending thirty (30) years thereafter (the "Affordability Period"). All one hundred twenty (120) units shall remain affordable to and occupied by Low -Income Households and Very Low -Income Households duringtheAffordabilityPeriod. Eight (8) one -bedroom one -bathroom CDBG-CV Assisted Units shall be occupied by Very Low Income Households. Fifteen (15) two -bedroom two - bathroom CDBG-CV Assisted Units shall be occupied by Very Low Income Households. Five (5) three -bedroom two -bathroom CDBG-CV Assisted Units shall be occupied by Very Low Income Households. Eight (8) one -bedroom one -bathroom CDBG-CV Assisted Units shall be occupied by Low Income Households. Fifty-seven (57) two -bedroom two - bathroom CDBG-CV Assisted Units shall be occupied by Low Income Households. Twenty-seven (27) three -bedroom two -bathroom CDBG-CV Assisted Units shall be occupied by Low Income Households. "Low Income" shall mean a household whose annual income does not exceed sixty percent (60%) of the median income for the area, as determined by the U.S. Department of Housing and Urban Development ("HUD"), with certain exceptions and adjustments for family size. "Very Low Income" shall mean a household whose annual income does not exceed thirty percent (30%) of the median income for the area, as determined by HUD with certain exceptions and adjustments for family size. Section 3. Term of Covenant: This Covenant is a covenant running with the land. This Covenant shall remain in full force and effect and shall be binding upon the Project Sponsor, its successors and assigns from the Effective Date until the expiration of the Affordability Period. Upon the expiration of the Affordability Period, this Covenant shall immediately lapse and be of no further force and effect without the necessity of any other written document or instrument. Notwithstanding the foregoing, upon the expiration of the Affordability Period and at the written request of the then owner of the Property, the City shall prepare for recording an instrument evidencing the expiration of and other termination of this Covenant in the Public Records of Miami -Dade County, Florida. The recordation of the instrument evidencing the expiration of and Book33687/Page1034 CFN#20230289633 Page 2 of 7 other termination of this Covenant in the Public Records of Miami -Dade County, Florida, shall be at the sole cost and expense of the then owner of the Property. Section 4. Prohibited Conveyances: Except as provided in the Loan Documents, including the Permitted Senior Financing described therein, the Project Sponsor covenants and agrees not to encumber or convey its interest in the Project, Property, or any portion thereof, without the City's prior written consent. For the purposes of this Covenant, any change in the ownership or control of the Project Sponsor, which is not permitted under the Loan Documents, shall be deemed a conveyance of an interest in the Project. Section 5. Repayment Upon Default: The Project Sponsor covenants and agrees that in the event (i) of the sale or conveyance of any interest in the Project and/or the Property without prior written consent as required by the Loan Documents (except as otherwise provided in the Loan Documents), or (ii) that the Project Sponsor ceases to exist as an organization, the Project Sponsor shall immediately make payment to the City in an amount equal to the full amount of Loan funds disbursed and outstanding, with interest thereon as provided in the that certain Promissory Note of even date herewith by Project Sponsor in favor of the City, all Program Income (as defined in 24 CFR Part 570) derived from or in connection with the Project, the Property and/or the Loans, and all unpaid fees, charges and other obligations of the Project Sponsor due under any of the Loan Documents. Section 6. Inspection and Enforcement: It is understood and agreed that any official inspector of the City shall have the right any time during normal working hours to enter and investigate the use of the Property to determine whether the conditions of this Covenant are in compliance, subject to the rights of residential tenants under their leases. Section 7. Amendment and Modification: This Covenant may be modified, amended, or released as to any portion of the Property by a written instrument executed on behalf of the City and the Project Sponsor, or their respective successors -in -interest. Should this instrument be modified, amended or released, the City Manager (or such person who is thereafter delegated such authority) shall execute a written instrument in recordable form to be recorded in the Public Records of Miami -Dade County, Florida, effectuating and acknowledging such modification, amendment, or release. Said written instrument shall be filed for record in the Public Records of Miami -Dade County, Florida, at the sole cost and expense of the Project Sponsor or the then owner ofthe Property, which is applicable. Section 8. Definitions: All capitalized terms not defined herein shall have the meanings provided in the Loan Agreement. Section 9. Severability Invalidation of one of the provisions of this Covenant by judgment of Court shall not affect any of the other provisions of the Covenant, which shall remain in full force and effect. Section 10. Recordation: This Covenant shall be filed of record in the Public Records of Miami -Dade County, Florida, at the sole cost and expense of the Project Sponsor. Section 11. Deed Restriction/Covenant Running with the Land. Any and all requirements of the laws of the State of Florida that must be satisfied in order for the provisions of this Covenant Book33687/Page1035 CFN#20230289633 Page 3 of 7 to constitute a deed restriction and covenant running with the land shall be satisfied in full, and any requirements or privileges of estate are intended to be satisfied, or in the alternate, an equitable servitude has been created to ensure that these restrictions run with the land. For the term of this Covenant, each and every contract, deed, or other instrument hereafter executed conveying the Property or portion thereof shall expressly provide that such conveyance is subject to this Covenant, provided, however, that the covenants contained herein shall survive and be effective regardless of whether such contract, deed, or other instrument hereafter executed conveying the Property or portion thereof provides that such conveyance is subject to this Covenant. Section 12. Governing Law and Venue. This Covenant shall be construed and enforced pursuant to the laws of the State of Florida, excluding all principles of choice of laws, conflict of laws and comity. Any action pursuant to a dispute under this Covenant must be brought in Miami - Dade County and no other venue. All meetings to resolve said dispute, including voluntary arbitration, mediation, or other alternative dispute resolution mechanism, will take place in this venue. The parties both explicitly waive any defense that venue in Miami -Dade County is not convenient. Section 13. Costs. Including Attornev's Fees. In the event of litigation, arbitration, or mediation, between the parties hereto, arises out of the terms of this Covenant, each party shall be responsible for its own attorney's fees, costs, charges, and expenses through the conclusion of all appellate proceedings, and including any final settlement or judgment. [Signatures appear on the following page] Book33687/Page1036 CFN#20230289633 Page 4 of 7 IN WITNESS WHEREOF, the Project Sponsor has caused this Declaration of Restrictive Covenants to be executed by its duly authorized officers and the corporate seal to be affixed hereto on the day and year first above written. WIT ESS S PROJECT SPONSOR: THE VILLAGE MIAMI PHASE II, LLC, a Print • me ., . - o) _ t.1' Florida limited liability company By: Villages II Manager, LLC, a Florida Print Name: kei 4 Fret vlJ-♦:i_ limited j lit company •Mann By: Name: Oliver L. Gros Title: President ACKNOWLEDGMENT STATE OF FLORIDA ) COUNTY OF MIAMI-DADE ) THE FOREGOING INSTRUMENT was acknowledged before me by means of physical presence or online notarization this Pi day of April, 2023 by Oliver L. Gross, as President of Villages II Manager, LLC, the Manager of The Village Miami Phase II, LLC, a Florida limited liability company. He is personaliv kno—wn. to me or has produced a Florida Driver's License No. as identification. Q' C� Public A/ comp fYi sJ' State of Florida at Large Book33687/Page1037 CFN#20230289633 Page 5 of 7 CITY OF MIAMI, a municipal corporation of the State of Florida By: STATE OF FLORIDA COUNTY OF MIAMI-DADE onega ' KEA City Manager 01S- The foregoing instrument was acknow d e before me by means of)physical presence or 0 online notarization, thisa±_day of c 2023, by Arthur Noriega V, as City Manager for the City of Miami, a municipal corporation of the State of Florida, on behalf of the municipal corporation. He is personally known to me or has produced as identification. (NOTARY PUBLIC SEAL) Ap ' ?4%i.;.. OFELIA E. PEREZ = _ a MY COMMISSION # GG 360880 n:,- =°,�;'• ���.•o` EXPIRES: August 2, 2023 "':„of.F a Bonded T1w Notary Public Underwriters I y Housing and Community Dep• n nt: Sie of Person Tg Acknowledgment (Printed, Typed, or Stamped Name of Notary Public) Title or Rank Serial Number, if any o legal form and correctness: j, 'A proved as : ► `� ' eq me, ts: V oria Men • - z, Esq. City Atto -Marie Sh. • e, D' ector Departm - of i k Management Book33687/Page1038 CFN#20230289633 Page 6 of 7 OR BK 33687 PG 1039 LAST PAGE EshibitA Legal Description Of The Property That leasehold estate created by that Lease by and between New Urban Development LLC, a Florida limited liability company, Lessor, to The Village Miami Phase II, LLC, a Florida limited liability company, Lessee, as evidenced by the Memorandum of Lease, recorded March 31, 2023, in Official Records Book 33646, Page 2466, over the following described lands: A PORTION OF TRACT "A," NORTHWESTERN TRACTS, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 170, AT PAGE 72 OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, DESCRIBED AS FOLLOWS: COMMENCE AT THE INTERSECTION OF THE CENTERLINE OF NW 69TH STREET AND NW 7TH AVENUE; THENCE NORTH 89 DEGREES 41 MINUTES 44 SECONDS WEST, ALONG THE CENTERLINE OF NW 69TH STREET, FOR 712.96 FEET; THENCE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST FOR 25.00 FEET TO THE POINT OF BEGINNING; THENCE CONTINUE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST FOR 96.90 FEET; THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS WEST FOR 118.30 FEET; THENCE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST FOR 142.02 FEET; THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST FOR 137.63 FEET; THENCE SOUTH 00 DEGREES 07 MINUTES 27 SECONDS EAST FOR 72.14 FEET; THENCE NORTH 89 DEGREES 40 MINUTES 47 SECONDS WEST FOR 618.97 FEET; THENCE NORTH 00 DEGREES 09 MINUTES 32 SECONDS WEST, ALONG THE WEST LINE OF TRACT "A", FOR 285.59 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE TO THE RIGHT, HAVING FOR ITS ELEMENTS A RADIUS OF 25.00 FEET AND A CENTRAL ANGLE OF 90 DEGREES 27 MINUTES 48 SECONDS; THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE, CONCAVE TO THE SOUTHEAST, FOR AN ARC DISTANCE OF 39.47 FEET; THENCE SOUTH 89 DEGREES 41 MINUTES 44 SECONDS EAST, ALONG THE NORTH LINE OF SAID TRACT "A", FOR 575.14 FEET TO THE POINT OF BEGINNING. Book336871Page1039 CFN#20230289633 Page 7 of 7 Prepared by, and after recording return to: Victoria Mendez, Esq. City Attorney, City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 Tel: (305) 416-1800 Folio No.: 01-3114-071-0015 Property Address: 890 NW 69 Street. Miami. Florida 33150 1111111 I I I I I I I I11 I I I I I HI I I N I I I I I I I I I I II I I I I CFhi 2023R0289634 OR Bit 33687 Pas 1040-1053 (14Pss) RECORDED 05/02/2023 10:02:54 LUIS G. MONTALDO, CLERK AD INTERIM MIAMI-DADE COUNTY, FL ZtQ535LaOMG Note to Recorder: This mortgage is given to secure the financing under Part V of Chapter 420 of the Florida Statutes and is exempt from taxation pursuant to Section 420.513 Florida Statutes. LEASEHOLD MORTGAGE AND SECURITY AGREEMENT FOR THE VILLAGES APARTMENTS PHASE H THIS LEASEHOLD MORTGAGE AND SECURITY AGREEMENT (hereinafter referred to as the "Mortgage"), is executed and delivered the 28th . day of April, 2023 by The Village Miami Phase II, LLC, a Florida limited liability company whose address is 8500 NW 25 Avenue, Miami, Florida 33147 (hereinafter collectively called "Mortgagor"), to the CITY OF MIAMI, a municipal corporation of the State of Florida, with offices at 444 S.W. 2nd Avenue, Miami, Florida 33130-1910 (hereinafter called "Mortgagee"). RECITALS WHEREAS, on February 28, 2023, the Mortgagee approved a loan of Two Million Five Hundred Thousand and 00/100 Dollars ($2,500,000.00) in Community Development Block Grant CARES — COVID ("CDBG-CV") funds for the development and construction of The Villages Apartments Phase II, an affordable residential apartment development, which will consist of 120 units, located in the City of Miami (the "Project"); and WHEREAS, Mortgagor has delivered to Mortgagee that certain CDBG-CV Promissory Note for The Villages Apartments Phase II, of even date herewith, made by Mortgagor in favor of Mortgagee (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, and together with any and all renewals, replacements, extensions, modifications, substitutions, future advances and any other evidence of indebtedness evidenced thereby) (the "Note"), which Note evidences the indebtedness in the amount of Two Million Five Hundred Thousand and 00/100 Dollars ($2,500,000.00) (the "Loan"). NOW THEREFORE, in consideration of the making of the Loan by Mortgagee and the covenants, agreements, representations and warranties set forth in this Mortgage: WITNESSETH THAT: FOR GOOD AND VALUABLE CONSIDERATION, as set forth in the above recitals that are hereby incorporated by reference, the receipt and sufficiency of which are hereby acknowledged, and also in consideration of the aggregate sum named in the Note from the Mortgagor in favor of the Mortgagee, in the original principal amount of Two Million Five Hundred Thousand and 00/100 Dollars ($2,500,000.00) (hereinafter referred to as the `Note"), the Mortgagor does grant, bargain sell, alien, remise, release, convey and confirm unto the Mortgagee that certain tract of land which the Mortgagor is now seized and possessed and in actual possession, situate in Miami -Dade County, State of Florida, located at 890 NW 69 Street, Page 1 of 14 Book33687/Page1040 CFN#20230289634 Page 1 of 14 Miami, Florida, legally described as follows: SEE EXHIBIT "A" ATTACHED HERETO TOGETHER WITH all structures and improvements now and hereafter located thereon, the rents, royalties, issues, income, profits and other benefits from the property, all furniture, furnishings, fixtures and equipment now located thereon, and also all gas and electric fixtures, heaters, air conditioning, equipment, machinery, motors, baths, tubs, sinks, water closets, faucets, pipes and other plumbing and heating fixtures, refrigerators, blinds, and other window treatments, which are now or may hereafter pertain to or be used with, in or on said premises, and which, even though they be detached or detachable, are and shall be deemed to be fixtures and accessions to the freehold and a part of the realty, and all additions thereto and replacements thereof, which real property, improvements and personalty shall hereinafter collectively be referred to as the "Mortgaged Property". TO HAVE AND TO HOLD the same, together with all tenements and hereditaments and appurtenances, unto the Mortgagee in leasehold estate. The Mortgagor does covenant with the Mortgagee that Mortgagor is indefeasibly seized of a leasehold estate in the Mortgaged Property that the Mortgagor has full power and lawful right to convey the leasehold estate as aforesaid; that the Mortgaged Property is free from all encumbrances except as specified on Exhibit "B" hereto; that the Mortgagor will make such further assurances to perfect the leasehold estate to the Mortgaged Property in the Mortgagee as may reasonably be required; and that the Mortgagor does hereby fully warrant the title to the Mortgaged Property, and will defend the same against the lawful claims of all persons whomsoever. PROVIDED ALWAYS, that if the Mortgagor shall pay unto the Mortgagee or otherwise perform and fulfill its obligations with respect to the indebtedness and obligations evidenced by the Note, and shall perform, comply with and abide by each and every one of thestipulations, agreements, conditions and covenants of the Note, this Mortgage and the CDBG-CV Loan Agreement of even date herewith (the "Loan Agreement") and the other loan documents executed in connection herewith and therewith (hereinafter jointly referred to as "the Loan Documents"), then this Mortgage and the estate thereby created shall cease and be null and void. AND THE MORTGAGOR HEREBY COVENANTS AND AGREES AS FOLLOWS: 1. PERFORMANCE OF NOTE AND MORTGAGE. The Mortgagor shall pay or otherwise fully perform its obligations with respect to the payment of all and singular the principal, interest and other sums of money payable by virtue of the Note and this Mortgage, or either, promptly on the days when the same severally become due and payable, and shall perform, comply with and abide by each and every of the stipulations, agreements, conditions and covenants set forth in the Note, this Mortgage and the Loan Documents. 2. TAXES AND OTHER CHARGES. The Mortgagor shall pay when due and payable and before any interest, charge or penalty is due thereon, without any deduction, defalcation or abatement, all taxes, assessments, levies, liabilities, obligations, encumbrances, water and sewer rents and all other charges or claims of every nature and kind which may be imposed, suffered, placed, assessed, levied, or filed at any time against this Mortgage, the Page 2 of 14 Book33687/Page1041 CFN#20230289634 Page 2 of 14 Mortgaged Property or any part thereof or against the interest of the Mortgagee therein, or which by any present or future law may have priority over the indebtedness secured hereby either in lien or in distribution out of the proceeds of any judicial sale, without regard to any law heretofore or hereafter to be enacted imposing payment of the whole or of any part upon the Mortgagee; and insofar as any such tax, assessment, levy, liability, obligation or encumbrance is of record, the same shall be promptly satisfied and discharged of record and the original official document (such as, for instance, the tax receipt or the satisfaction paper officially endorsed or certified) shall be placed in the hands of the Mortgagee no later than such dates; provided, however, that if, pursuant to this Mortgage or otherwise, the Mortgagor shall have deposited with the Mortgagee before the due date thereof sums sufficient to pay any such taxes, assessments, levies, water and sewer rents, charges or claims, and the Mortgagor is not otherwise in default, they shall be paid by the Mortgagee; and provided further, that if the Mortgagor in good faith and by appropriate legal action shall contest the validity of any such items or the amount thereof; and shall have established on its books or by deposit of cash with the Mortgagee, as the Mortgagee may elect, a reserve for the payment thereof in such amount as the Mortgagee may require, then the Mortgagor shall not be required to pay the item or to produce the required receipts: (a) while the reserve is maintained; and (b) so long as the contest operates to prevent collection, is maintained and prosecuted with diligence, and shall not have been terminated or discontinued adversely to the Mortgagor. The Mortgagor shall furnish the Mortgagee with annual receipted tax bills evidencing payment within ninety (90) calendar days from their initial due date. 3. JNSTALLMENTS FOR INSURANCE. TADS AND OTHER CHARGES. Without limiting the effect of Paragraphs 2 or 5 hereof, the Mortgagee may require the Mortgagor to pay to the Mortgagee, monthly with the monthly installments of principal and interest, an amount equal to one -twelfth (1/12) of the annual premiums for the insurance policies referred to hereinabove and the annual real estate taxes, water and sewer rents, any special assessments, charges or claims and any other item which at any time may be or become a lien upon the Mortgaged Property prior to the lien of this Mortgage; and on demand from time to time the Mortgagor shall pay to the Mortgagee any additional sums necessary to pay the premiums and other items, all as estimated by the Mortgagee. The amounts so paid shall be used in payment thereof if the Mortgagor is not otherwise in default hereunder. No amount so paid shall be deemed to be trust funds but may be commingled with general funds of the Mortgagee, and no interest shall be payable thereon. If, pursuant to any provision of this Mortgage, the whole amount of the unpaid principal debt becomes due and payable, the Mortgagee shall have the right, at its election, to apply any amount so held against the entire indebtedness secured hereby. At the Mortgagee's option, the Mortgagee from time to time may waive, and after any such waiver may reinstate, the provisions of this Paragraph requiring monthly payments. 4. ATTORNEYS' FEES AND COSTS . Subject to Paragraph 11, in the event litigation, arbitration, or mediation, between the parties hereto, arises out of the terms of this Mortgage, each party shall be responsible for its own attomey's fees, costs, charges, and expenses through the conclusion of all appellate proceedings, and including any final settlement or judgment. 5. INSURANCE. The Mortgagor shall provide Mortgagee with a certificate of insurance pursuant to the Loan Agreement. In the event any sum of money becomes payable under such policy or policies, the Mortgagee shall have the option to receive and apply the same on account of the indebtedness secured by this Mortgage or to permit the Mortgagor to receive and use it, or any part thereof:, for other purposes, without thereby waiving or impairing any equity lien or right under or by virtue of this Mortgage. In the event the Mortgagor fails to procure Page 3 of 14 Book33687/Page1042 CFN#20230289634 Page 3 of 14 and maintain the insurance coverage required hereby, the Mortgagee may procure and pay for such insurance or any part thereof, without waiving or affecting its option to foreclose this Mortgage, or any right thereunder. Each and every such payment made by the Mortgagee shall be secured by this Mortgage; shall be due and payable on demand; and, shall bear interest from the date each such payment is made at the maximum rate permitted by law. Notwithstanding any provision contained herein, Mortgagee will not exercise its option to receive and apply the insurance funds to the indebtedness if there has not been an event of default under the Loan Documents and Mortgagor demonstrates there are sufficient funds to rebuild, repair or restore the improvements on the Mortgaged Property. 6. CARE OF THE MORTGAGED PROPERTY. The Mortgagor shall exercise reasonable care in the maintenance of the Mortgaged Property, and shall not permit, commit or suffer any waste, impairment or deterioration of the Mortgaged Property or any part thereof. In the event the Mortgagor fails to keep the Mortgaged Property in good repair, the Mortgagee may make such repairs as it may deem necessary in its sole discretion for the proper preservation thereof, and the full amount of each such payment shall be due and payable with interest at the maximum rate permitted by law on demand, and shall be secured by the lien of this Mortgage. 7. EXISTING/OTHER MORTGAGES AND OBLIGATIONS. Any default in the payment or terms and conditions of any existing or other mortgage(s), or any modification of, and/or acceptance of future advances from, any existing or other mortgage(s), other than in connection with the Permitted Senior Financing (as defined in the Loan Agreement) without notice and prior written approval of Mortgagee, shall constitute a default hereunder and the Mortgagee, at its option, may declare all sums due and payable and accelerate the entire indebtedness. The Mortgagee may, at its option, and without waiving its right to accelerate the indebtedness hereby secured and to foreclose the same, pay either before or after delinquency any or all of those certain obligations required by the terms hereof to be paid by the Mortgagor' for the protection of the Mortgage security or for the collection of the indebtedness hereby secured. All sums so advanced or paid by Mortgagee shall be charged into the mortgage account, and every payment so made shall bear interest from the date thereof at the delinquent rate specified in the Note, and become an integral part thereof, subject in all respects to the terms, conditions and covenants of the Note, and this Mortgage, as fully and to the same extent as though a part of the original indebtedness evidenced by the Note and secured by this Mortgage, excepting however, that said sums shall be repaid to the Mortgagee within fifteen (15) calendar days after demand by the Mortgagee to the Mortgagor for said payment. 8. INSPECTION. The Mortgagee, and any persons authorized by the Mortgagee, shall have the right at any time, upon reasonable notice to the Mortgagor, to enter the Mortgaged Property at a reasonable hour to inspect and photograph its condition and state of repair, subject to the rights of tenants under the terms of their leases. 9. ACCELERATION OF MATURITY. That (a) in the event of any breach of this Mortgage or default on the part of the Mortgagor, which is not cured within thirty (30) calendar days following written notice from the Mortgagee, or if such default cannot practicably be cured within thirty (30) calendar days, then within such additional time as may be required to effect a cure, so long as (i) the cure is commenced within thirty (30) calendar days and is diligently prosecuted and (ii) the lack of a cure during such continuing cure period has no material adverse effect on the Mortgaged Property, or (b) in the event any of said sums of money herein referred to be not promptly and fully paid within fifteen (15) calendar days after the same severally become due and Page 4 of 14 Book33687/Page1043 CFN#20230289634 Page 4 of 14 payable, without demand or notice; or (c) in the event each and every stipulation, agreement, condition and covenants of the Note, this Mortgage, or any of the Loan Documents, are not duly, promptly and fully performed, discharged, executed, effected, completed, complied with and abided by, following the applicable notice and cure periods; or (d) in the event the Mortgagor shall fail, within ten (10) calendar days written notice by the Mortgagee to execute a Mortgagor's certificate in favor of any assignee or prospective assignee of the Mortgagee's interest hereunder which certificate shall contain such acknowledgments, affirmations, and covenants as may be reasonably required to enable the Mortgagee to assign their interest hereunder, or (e) upon the rendering by any court of last resort of a decision that an undertaking by the Mortgagor as herein provided to pay taxes, assessments, levies liabilities, obligations and encumbrances is legally inoperative or cannot be enforced, or in the event of the passage of any law changing in any way or respect the laws now in force for the taxation of mortgages or debts secured thereby, or the manner of collection of any such taxes, so as to materially adversely affect this Mortgage or the debt secured hereby, or (f) in the event there exists an event of default under and pursuant to the terms of any other obligation of any kind or nature whatsoever of the Mortgagor owed to the Mortgagee in connection with the Mortgaged Property, direct or contingent, whether now existing or hereafter due, existing, created or arising, then in either or any such event, the said aggregate sum mentioned in said Note then remaining unpaid, with interest accrued, and all monies secured hereby shall become due and payable forthwith, or thereafter, at the option of the Mortgagee, as fully and completely as if all of the sums of money were originally stipulated to be paid on such day, anything in the Note and/or in this Mortgage to the contrary notwithstanding; and thereupon or thereafter, at the option of the Mortgagee, without notice or demand, suit at law or in equity, therefore, or thereafter begun, may be prosecuted as if all money secured hereby had matured prior to its institution. 10. NO ADDITIONAL FINANCING. The Mortgagor hereby covenants and agrees that Mortgagor shall not procure any other financing in connection with the Mortgaged Property without the prior written consent of the Mortgagee other than financings disclosed to the Mortgagee in writing as of the date hereof 11. pEIDENSE OF MORTGAGED PROPERTY AND MORTGAGE. If any action or proceeding shall be commenced by any person other than the Mortgagee, and the Mortgagee is made a party, or in which it shall become necessary for the Mortgagee to defend or take action to uphold or defend the lien of this Mortgage, all sums paid or incurred by the Mortgagee for the expense of any litigation, including court costs and reasonable attomeys' fees incurred in any trial, appellate, and bankruptcy proceedings, to prosecute or defend the rights and liens created by this Mortgage shall be paid by the Mortgagor, together with interest thereon at the maximum rate permitted by law from the date thereof!, and any such sum and interest thereon shall be a claim upon the Mortgaged Property, attaching or accruing subsequent to the lien of this Mortgage, and shall be secured by the lien of this Mortgage. 12. CONDEMNATION. Subject to Section 6.23 of the Loan Agreement, in the event the Mortgaged Property or any part thereof shall be condemned under the power of eminent domain, the Mortgagee shall have the right to demand that all damages awarded for such taking be paid to the Mortgagee and shall be entitled to receive same, up to the aggregate amount then remaining unpaid on the Note and this Mortgage, and any such sums shall be applied to the payments last payable thereof. 13. SUBROGATION. To the extent of the indebtedness of the Mortgagor to the Mortgagee as described in the Note, the Mortgagee shall be subrogated to the lien and the rights of the owners and holders of each and every mortgage, lien or other encumbrance on the Page 5 of 14 Book33687/Page1044 CFN#20230289634 Page 5 of 14 Mortgaged Property which is paid or satisfied, in whole or in part, out of the proceeds of the Note. The respective liens of such mortgages, liens or other encumbrances shall be and are hereby security for the Note, as if they had been regularly assigned, transferred, and delivered unto the Mortgagee, notwithstanding the fact that the same may be set aside and canceled of record. It is the intention of the parties hereto that the prior mortgages, liens or other encumbrances will be satisfied and canceled of record by the holders thereof at or about the time of the recording of this Mortgage. 14. APPOINTMENT OF RECEIVER. At any time while a suit is pending to foreclose or to reform this Mortgage or to enforce any claims arising hereunder, the Mortgagee may apply to a court of appropriate jurisdiction for the appointment of a receiver, and such court shall forthwith appoint a Receiver of the Mortgaged Property, including all and singular the income, profits, rents, issues and revenues from whatever source derived. The Receiver shall have all the broad and effective functions and powers in anywise entrusted by a court to a Receiver, and such appointment shall be made by such court as an admitted equity and as a matter of absolute right to the Mortgagee without reference to the adequacy or inadequacy of the value of the Mortgaged Property, or to the solvency or insolvency of the Mortgagor or the Defendants. All income, profits, rents, issues and revenues collected by the Receiver shall be applied by such Receiver according to the lien of this Mortgage, and the practice of such court. 15. yO TRANSFER OF MORTGAGED PROPERTY. It is expressly agreed that, except as permitted pursuant to the Mortgagor's Amended and Restated Operating Agreement, should the Mortgagor convey Mortgagor's interest in the Mortgaged Property or, except as set forth in Section 6.5 of the Loan Agreement, any legal or equitable interest therein, to any person, firm or corporation or shall permit or create any further encumbrances upon the Mortgaged Property without the prior written approval of the Mortgagee to such conveyance or encumbrance, all sums outstanding under the Note and secured by this Mortgage shall become immediately due and payable, at the option of the Mortgagee. 16. j.FASF,S AFFECTING MORTGAGED PROPERTY. The Mortgagor shall comply with and observe its obligations as landlord under all leases affecting the Mortgaged Property or any part thereof Upon request, the Mortgagor shall furnish promptly to the Mortgagee executed copies of all such leases now existing or hereafter created. The Mortgagor shall not accept payment of rent more than one (1) month in advance without the prior written consent of the Mortgagee, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease not in excess of an amount equal to one (1) month's rent. Nothing contained in this Section or elsewhere in this Mortgage shall be construed to make the Mortgagee a mortgagee in possession unless and until the Mortgagee actually takes possession of the Mortgaged Property either in person or through an agent or receiver. To the extent not provided by applicable law, each lease of the Mortgaged Property, shall provide that, in the event of the enforcement by the Mortgagee of the remedies provided for by law or by this Mortgage, the lessee thereunder will, if requested by the Mortgagee or by any person succeeding to the interest of the Mortgagee as the result of said enforcement, automatically become the lessee of any such successor in interest, without any change in the terms or other provisions of the respective lease; provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease not in excess of an amount equal to one (1) month's rental, or (ii) any amendment or modification in the lease made without the consent of the Mortgagee or any successor in interest. Each lease shall also provide Page 6 of ,14 Book33687/Page1045 CFN#20230289634 Page 6 of 14 that, upon request by said successor in interest, the lessee shall execute and deliver an instrument or instruments confirming its attornment. 17. ASSIGNMENT OF RENTS. ISSUES AND PROFITS. The Mortgagor does hereby bargain, sell, transfer, assign, convey, set over and deliver unto the Mortgagee, as security for the payment and performance of all the terms and conditions of the Note and this Mortgage, and any and all amendments, extensions and renewals thereof, all leases affecting the Mortgaged Property or any part thereof now existing or which may be executed at any time in the future during the life of this Mortgage ("Leases"), and all amendments, extensions and renewals of said leases and any of them, and all rents and other income which may now or hereafter be or become due or owing under the Leases, and any of them, on account of the use of the Mortgaged Property, it being intended hereby to establish a complete transfer of the leases hereby assigned and all the rents and other income arising thereunder and on account of the use of the Mortgaged Property unto the Mortgagee, with the right, but without the obligation, to collect all of said rents and other income which may become due during the life of the Note and this Mortgage. The Mortgagor agrees to deposit with the Mortgagee upon demand such leases as may from time to time be designated by the Mortgagee. Although it is the intention of the parties that this shall be a present assignment, it is expressly understood and agreed, anything herein contained to the contrary notwithstanding, that the Mortgagee shall not exercise any of the rights or powers herein conferred upon it until a default shall occur under the terms and provisions of the Note and this Mortgage, but upon the occurrence of any default the Mortgagee shall be entitled, upon notice to the tenants, to all rents and other amounts then due under the leases and thereafter accruing, and this Mortgage shall constitute a direction to and full authority to the tenants, lessees or other occupants of the premises (hereinafter collectively referred to as the `Tenants") to pay all said amounts to the Mortgagee without proof of the default relied upon. The Tenants are hereby irrevocably authorized to rely upon and comply with any notice or demand by the Mortgagee for the payment to the Mortgagee of any rental or other sums which may be or thereafter become due under the leases, or for the performance of any of the Tenants' undertakings under the leases and shall have no right or duty to inquire as to whether any default under this Mortgage has actually occurred or is then existing. 18. MORTGAGE CONSTITUTES SECURITY AGREEMENT. This Mortgage also constitutes a security agreement as defined under the Uniform Commercial Code. The Mortgagor hereby grants to the Mortgagee a security interest in and to all furniture, furnishings, equipment, machinery, and personal property of every nature whatsoever now owned or hereafter acquired by the Mortgagor located upon the Mortgaged Property together with all proceeds therefrom and as further described in an exhibit to the Security Agreement of even date herewith, if any. The Mortgagor shall execute any and all documents as the Mortgagee may request, including, without limitation, fmancing statements pursuant to the Uniform Commercial Code as adopted by the State of Florida, to preserve and maintain the priority of the lien created hereby on property which may be deemed personal property or fixtures. The Mortgagor hereby authorizes and empowers the Mortgagee to execute and file on behalf of the Mortgagor all financing statements and refiling and continuations thereof as the Mortgagee deems necessary or advisable to create, preserve or protect said lien. The Mortgagor and Mortgagee expressly agree that the filing of a financing statement shall never be construed as in anywise derogating from or impairing the express declaration and intention of the parties hereto that all such personality located on or Page 7 of 14 Book33687/Page1046 CFN#20230289634 Page 7 of 14 utilized in connection with the real property encumbered by this Mortgage shall at all times and for all purposes, in all proceedings both legal and equitable, be deemed a part of the real property encumbered by this Mortgage. 19. CARE OF PROPERTY. (a) The Mortgagor shall preserve and maintain the Mortgaged Property in good condition and repair. Except for: (i) repairs or replacements for ordinary wear and tear or in the ordinary course of management of the Mortgaged Property, (ii) tenant or similar improvements and upgrades; and (iii) repairs, replacements, or other restorations in the event of a casualty or condemnation that are performed in accordance with the Loan Agreement, the Mortgagor shall not remove, demolish, alter or change the use of any building, structure or other improvement presently or hereafter on the Mortgaged Property constituting any part of the Mortgaged Property without the prior written consent of the Mortgagee. The Mortgagor shall not permit, commit or suffer any waste, impairment or deterioration of the Mortgaged Property or of anypart thereof, and will not take any action which will increase the risk of fire or other hazard to the Mortgaged Property or to any part thereof The Mortgagor shall comply with all applicable local, state, and federal regulations in regards to the Property. (b) Except as otherwise provided in this Mortgage, no fixture, personal property or other part of the Mortgaged Property shall be removed, demolished or altered, without the prior written consent of the Mortgagee. The Mortgagor may sell or otherwise dispose of free from the lien of this Mortgage, furniture, furnishings, equipment, tools, appliances, machinery, fixtures or appurtenances, subject to the lien hereof which may become wom out, undesirable or obsolete, only if they are replaced immediately with similar items of at least equal value which shall, without further action, become subject to the lien of this Mortgage. 20. MORTGAGE SECURES INDEBTEDNESS. It is expressly agreed and understood that this Mortgage secures the indebtedness and the obligation of the Mortgagor to the Mortgagee with respect, to the Note, as the same is evidenced by the Note, and all renewals, extensions and modifications thereof This Mortgage shall not be deemed released, discharged or satisfied until the entire indebtedness evidenced by the Note is paid in full. 21. MORTGAGEE'S REMEDIES CUMULATIVE. The Mortgagor agrees that all rights of the Mortgagee hereunder shall be separate, distinct, and cumulative, and that none shall be in exclusion of the other, and that no act of the Mortgagee shall be construed as an election to proceed under any provision of covenant herein to the exclusion of any other, notwithstanding anything herein to the contrary. 22. FUTURE ADVANCER. Pursuant to the laws of the State of Florida, this Mortgage shall secure not only the existing indebtedness evidenced by the Note, but also such future advances as may be made by the Mortgagee to the Mortgagor in accordance with the Note, this Mortgage, or any other Loan Document executed in connection herewith, whether or not such advances are obligatory or are to be made at the option of the Mortgagee, or otherwise, and as are made within twenty (20) years from the date hereof; to the same extent as if such future advances were made on the date of the execution of this Mortgage. The total amount of indebtedness that may be so secured may decrease or increase from time to time, but the total unpaid balance so secured at one time shall not exceed one and a half times the face amount of the Note, plus interest thereon, and any disbursements made for the payment of taxes, levies or insurance on the Page 8 of 14 Book33687/Page1047 CFN#20230289634 Page 8 of 14 Mortgaged Property with interest on such disbursements at the rate designated in the Note to apply following a default thereunder. 23. JNDEMNTFICATION. The Mortgagor hereby protects, indemnifies, defends, and saves harmless the Mortgagee, its officers, directors, agents and employees, from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including without limitation, reasonable attorneys' fees and expenses) imposed upon, incurred by or asserted against the Mortgagee or any of such persons by reason of (a) ownership of any interest in the Mortgaged Property or any part thereof, (b) any accident, injury to or death of persons or loss of or damage to property occurring on or about the Mortgaged Property or any part thereof or the adjoining sidewalks, curbs, vaults and vault space, if any, streets or ways, (c) any use, disuse or condition of the Mortgaged Property or any part thereof, or the adjoining sidewalks, curbs, vaults and vault space, if any, or any streets or ways, (d) any failure on the part of the Mortgagor to perform or comply with any of the terms hereof or of any of the Loan documents executed in connection herewith, or any inaccuracy in any representation or warranty made by the Mortgagor herein or in any of the Loan Documents executed in connection herewith, (e) any necessity to defend any of the right, title or interest conveyed by this Mortgage, (f) the performance of any labor or services or the furnishing of any materials or other property in respect of the Mortgaged Property or any part thereof; (g) any subsidence or erosion of any part of the surface of the Mortgaged Property, including any shoreline or any bank of any river, stream, creek, lake, ocean or other water source, or (h) the location or existence of asbestos or any toxic or hazardous waste, chemicals, materials or substance on, at, in or under the Mortgaged Property or any part thereof If any action, suit or proceeding is brought against the Mortgagee, or any of its officers, directors, agents or employees, for any such reason, the Mortgagor, upon the request of such party, will, at the Mortgagor's expense, cause such action, suit or proceeding to be resisted and defended by counsel satisfactory to the Mortgagee or such person. Any amounts payable to an indemnified party under this Section which are not paid within ten (10) days after written demand therefor shall bear interest at the default rate of interest provided in the Note from the date of such demand, and such amounts, together with such interest, shall be indebtedness secured by this Mortgage. The obligations of the Mortgagor under this Section shall survive any defeasance of the Mortgage. 24. IIAZARDO 1S MATE IALS_ The Mortgagor agrees that it will not use, generate, store or dispose of Hazardous Materials on the Mortgaged Property. For purposes hereof; "hazardous materials" include (but are not limited to) materials defined as "hazardous waste" under the Federal Resource Conservation and Recovery Act and similar state laws, or as "hazardous substances" under the Federal Comprehensive Environmental Response, Compensation and Liability Act and similar state laws. Hazardous materials include (but are not limited to) solid, semi -solid, liquid or gaseous substances which are toxic, ignitable, corrosive, carcinogenic or otherwise dangerous to human, plant or animal health and well-being. Examples of hazardous waste include paints, solvents, chemicals, petroleum products, batteries, transformers, and other discarded man-made materials with hazardous characteristics. The Mortgagee shall have all remedies at law and equity for failure of the Mortgagor to carry out the foregoing obligation, including but not limited to specific performance, damages, reasonable attorneys' fees and court costs. This provision shall survive payment of the Note and termination of this Mortgage. Page 9 of 14 Book33687/Page1048 CFN#20230289634 Page 9 of 14 25. REPRESENTATIONS AND WARRANTIES. In order to induce the Mortgagee to make the Loan evidenced by the Note, the Mortgagor represents and warrants that: (a) there are no actions, suits or proceedings pending or threatened against or affecting the Mortgagor or any portion of the Mortgaged Property, or involving the validity or enforceability of this Mortgage or the priority of its lien, before any court of law or equity or any tribunal, administrative board or governmental authority, and the Mortgagor is not in default under any other indebtedness or with respect to any order, writ, injunction, decree, judgment or demand of any court or any governmental authority, (b) the execution and delivery of the Note, this Mortgage and all other Loan Documents do not and shall not (i) violate any provisions of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to the Mortgagor or any other person executing the Note, this Mortgage or other Loan Documents, nor (ii) result in a breach of, or constitute a default under, any indenture, bond, mortgage, lease, instrument, credit agreement, undertaking, contract or other agreement to which the Mortgagor or such other person is a party or by which either or both of them or their respective properties may be bound or affected; (c) the Note, this Mortgage and all other Loan Documents constitute valid and binding obligations of the Mortgagor and any other person executing the same, enforceable against the Mortgagor and such other person(s) in accordance with their respective terms; (d) there is no fact that the Mortgagor and any guarantor(s) of the Loan have not disclosed to the Mortgagee in writing that could materially adversely affect their respective properties, business or financial conditions or the Mortgaged Property or any other collateral for the Loan; (e) the Mortgagor and any guarantor(s) of the Loan have duly obtained all permits, licenses, approvals and consents from, and made all filings with, any governmental authority (and the same have not lapsed nor been rescinded or revoked) which are necessary in connection with the execution and delivery of this Mortgage and any other Loan Document, the making of the Loan, the performance of their respective obligations under any Loan Document, or the enforcement of any Loan Document; and that all such representations and warranties shall survive the closing of the Loan and any bankruptcy proceedings. 26. SEVERABILITY OF INVALID PROVISIONS. In the event any provision of the Note and or this Mortgage should be held unconstitutional, illegal or unenforceable for any reason, such provision shall not affect, alter, or otherwise impair any other provision of the Note and or this Mortgage. 27. NO WAIVER. It is expressly agreed and understood that a waiver by the Mortgagee of any right or rights conferred to it hereunder with regard to any one transaction or occurrence shall not be deemed a waiver of such right or rights to any subsequent transaction or occurrence. It is further agreed that any forbearance or delay by the Mortgagee in the enforcement of any right or remedy hereunder shall not constitute or be deemed a waiver of such right or remedy. 28. GOVERNING LAW AND VENUE. This Mortgage shall be construed and enforced pursuant to the laws of the State of Florida, excluding all principles of choice of laws, conflict of laws and comity. Any action pursuant to a dispute under this Mortgage must be brought in any state or federal court of competent jurisdiction in Miami -Dade County and no other venue. All meetings to resolve said dispute, including voluntary arbitration, mediation, or other alternative dispute resolution mechanism, will take place in this venue. The parties both waive any defense that venue in Miami -Dade County is not convenient. Page 10 of 14 Book33687/Page1049 CFN#20230289634 Page 10 of 14 29. HEADINGS. The headings of the articles, sections, paragraphs and subdivisions of this Mortgage are for convenience and ease of reference only, and are not to be considered a part hereof, and shall not limit or otherwise affect any of the terms or provisions hereof 30. GENDER AND NUMBER In this Mortgage and the Note it secures, the singular shall include the plural and the masculine shall include the feminine and neuter. 31. PARTIES BOUND: NO ORAL MODIFICATIONS. Each and every of the terms, covenants and conditions contained herein shall be binding upon the parties hereto and their successors, heirs, assigns and devisee. This Mortgage is not subject to modification other than by a written document or instrument executed by the party or parties to be charged with such modification. 32. STANDSTILL. Notwithstanding the foregoing, so long as Investor Member or Special Investor Member (or any affiliate thereof) own a membership interest in Maker, the Lender will not commence foreclosure proceedings with respect to the Property, or exercise any other rights or remedies it may have, under this Mortgage or the Note, including but not limited to accelerating the amounts due under this Promissory Note, collecting rents, appointing (or seeking the appointment of) a receiver or exercising any rights or remedies thereunder, without providing Investor Member and Special Investor Member (as such terms are defined in the Loan Agreement) with at least forty-five (45) calendar days' prior written notice of its intent to pursue any such action(s). 33. CAPITALIZED TERMS, All capitalized terms not defined herein shall have the meanings provided in the Loan Agreement and the Exhibits thereto. 34. WAIVER OF TRIALBY JURY, THE MORTGAGOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT TO A- TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS MORTGAGE, OR ANY OF THE LOAN DOCUMENTS OR THE FINANCING CONTEMPLATED HEREBY, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR THE ACTIONS OF ANY PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE MORTGAGEE EXTENDING THE LOAN SECURED BY THIS MORTGAGE. 35. SUBORDINATION. The obligations under this Mortgkge are subordinate to those certain Multifamily Housing Revenue Bonds (The Villages Apartments, Phase II), Series 2023, in the original aggregate principal amount of $32,500,000, and are subject in all respects to that certain Subordination Agreement, dated as of April 1, 2023, by and among Mortgagor, Mortgagee, Miami - Dade County, Florida, a political subdivision of the State of Florida, and The Bank of New York Mellon Trust Company, N.A., a national baking association, as trustee. [SIGNATURE ON FOLLOWING PAGE] Page 11 of 14 Book33687/Page1050 CFN#20230289634 Page 11 of 14 IN WITNESS WHEREOF, the Mortgagor has hereunto set its hand and seal the day and year first above written. WITNESSES Print Nakte: % ,ril& Print Name: /fie, MORTGAGOR's ADDRESS: The Village Miami Phase II, LLC 8500 NW 25th Avenue Miami, FL 33147 Attn: Oliver L. Gross STATE OF FLORIDA MORTGAGOR: THE VILLAGE MIANII PHASE II, LLC, a Florida limited liability company By: Villages II Manager, LLC, Florida limited liaompany, its By: Name: Oliver L. Gross Title: President INVESTOR MEMBER AND SPECIAL INVESTOR MEMBER'S ADDRESS: c/o Red Stone Equity Partners, LLC 90 Park Avenue, 28th floor New York, NY 10016 Attention: General Counsel with a copy to: Applegate & Thorne -Thomsen, PC 425 S. Financial Plaza, Suite 1900 Chicago, IL 60605 Attention: Bennett P. Applegate ACKNOWLEDGMENT COUNTY OF MIAMI-DADE The foregoing instr ent was acknowledged before me by means of © physical presence or CI online notarization, this //4day of April, 2023, by Oliver L. Gross, as President of Villages II Manager, LLC, a Florida limited liability company, the manager of The Village Miami Phase I ,, LLC, a Florida limited liability company. He is personally known to me or has produce (NOTARY PUBLIC SEAL) ..*``\\wl111111111i . c. -1A DFsq i p : B G 318927 • *' • S �ei%I i111 1'\ as identification. ture of Persofi Taking Acknowledgment (Printed, Typed, d or Stam �Name ofNotary d Public) �zeko "'WV A Serial Number, if any Page 12 of 14 Book33687/Page1051 CFN#20230289634 Page 12 of 14 Exhibit A Legal Description Of The Pronertv That leasehold estate created by that Lease by and between New Urban Development LLC, a Florida limited liability company, Lessor, to The Village Miami Phase II, LLC, a Florida limited liability company, Lessee, as evidenced by the Memorandum of Lease, recorded March 31, 2023, in Official Records Book 33646, Page 2466, over the following described lands: A PORTION OF TRACT "A," NORTHWESTERN TRACTS, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 170, AT PAGE 72 OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, DESCRIBED AS FOLLOWS: COMMENCE AT THE INTERSECTION OF THE CENTERLINE OF NW 69TH STREET AND NW 7TH AVENUE; THENCE NORTH 89 DEGREES 41 MINUTES 44 SECONDS WEST, ALONG THE CENTERLINE OF NW 69TH STREET, FOR 712.96 FEET; THENCE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST FOR 25.00 FEET TO THE POINT OF BEGINNING; THENCE CONTINUE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST FOR 96.90 FEET; THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS WEST FOR 118.30 FEET; THENCE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST FOR 142.02 FEET; THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST FOR 137.63 FEET; THENCE SOUTH 00 DEGREES 07 MINUTES 27 SECONDS EAST FOR 72.14 FEET; THENCE NORTH 89 DEGREES 40 MINUTES 47 SECONDS WEST FOR 618.97 FEET; THENCE NORTH 00 DEGREES 09 MINUTES 32 SECONDS WEST, ALONG THE WEST LINE OF TRACT "A", FOR 285.59 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE TO THE RIGHT, HAVING FOR ITS ELEMENTS A RADIUS OF 25.00 FEET AND A CENTRAL ANGLE OF 90 DEGREES 27 MINUTES 48 SECONDS; THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE, CONCAVE TO THE SOUTHEAST, FOR AN ARC DISTANCE OF 39.47 FEET; THENCE SOUTH 89 DEGREES 41 MINUTES 44 SECONDS EAST, ALONG THE NORTH LINE OF SAID TRACT "A", FOR 575.14 FEET TO THE POINT OF BEGINNING. Page 13 of 14 Book33687/Page1052 CFN#20230289634 Page 13 of 14 OFF BK 33687 PG 1053 LAST PAGE Fxhihit B Permitted Encumbrances on the MortPared Pronertv All permitted encumbrances on the Property are described in that certain Title Insurance Commitment (Order Number 10535120) issued by Fidelity National Title Insurance Company, effective as of January 11, 2023 at 11:00 pm, as endorsed. Page 14 of 14 Book33687/Page1053 CFN#20230289634 Page 14 of 14 11111111111111111111111111111111111111111 CFN 2023R0289632 OR BK 33687 P9s 1024-1032 (9P9s) RECORDED 05/02/2023 10:02:54 LUIS G. MONTALDO, CLERK AD INTERIM MIAMI-DADE COUNTY, EL Prepared by, and after recording return to: Victoria Mendez, Esq. City Attorney, City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 Tel: (305) 416-1800 Property Address: 890 NW 69 Street, Miami, Florida Folio No.: 01-3114-071-0015 5.0.1.0636 tlOruC RENT REGULATORY AGREEMENT FOR THE VILLAGES APARTMENTS PHASE II This RENT REGULATORY AGREEMENT (the "Regulatory Agreement") is entered into this 28th day of April, 2023, between THE VILLAGE MIAMI PHASE II, LLC, a limited liability company (the `Borrower") and the CITY OF MIAMI, a municipal corporation of the State of Florida (the "City"). The execution of this Regulatory Agreement by the Borrower is in connection with the loan of Community Development Block Grant - COVID Program ("CDBG-CV") funds, (the "Loan"), secured by certain loan documents to be executed in connection therewith (the "Loan Documents"), for the development and construction of a total of one hundred twenty (120) residential apartment units (the "CDBG-CV-Assisted Units"). The project, to be known as The Villages Apartments Phase II (the "Project"), consists of the development and construction of an 8-story affordable rental residential building located at 890 NW 69 Street, Miami, Florida (the "Property"). In accordance with the requirements set forth in (i) that certain CDBG-CV Loan Agreement to be executed by the Borrower and the City for the CDBG-CV funds (the "Agreement"), and (ii) the other Loan Documents of even date therewith between the Borrower and the City, all of the one hundred twenty (120) Project units are considered "CDBG-CV-Assisted" and all of the CDBG-CV-Assisted Units are subject to the restrictions provided herein. Borrower hereby agrees to the following terms, conditions and covenants until the end of the Affordability Period (as defined in the Agreement): u Occupancy Requirements. The CDBG-CV-Assisted Units shall be made available to tenants who qualify under the occupancy requirements of 24 CFR Part 570 (the "Regulation"). The CDBG-CV-Assisted Units are subject to the restrictions provided therein and herein, including, but not limited to, the following: All one hundred twenty (120) CDBG-CV-Assisted Units shall be occupied by Low - Income Households and Very Low -Income Households. The term "Low -Income Households" means households that have annual incomes that do not exceed sixty percent (60%) of the median income for the area, as determined by HUD and adjusted for family size. The term "Very Low - Income Households" means households that have annual incomes that do not exceed thirty percent (30%) of the median income for the area, as determined by HUD and adjusted for family size. al Maximum Rent Levels. The rent levels of the CDBG-CV-Assisted Units shall be as follows: Page 1 of 9 Book33687/Page1024 CFN#20230289632 Page 1 of 9 Based on Miami Dade Market Rate Rents effective March 13, 2023. # Units # Beds # Baths Income Target (AMI) Rents 8 1 1 30% 1,546 8 1 1 60% 1,546 15 2 2 30% 1,923 57 2 2 60% 1,923 5 3 2 30% 2,530 27 3 2 60% 2,530 120 Notwithstanding any language contained herein to the contrary, if a CDBG-CV-Assisted Unit receives federal or state project -based rental subsidy and the family's contribution toward rent does not exceed 30% of the family's adjusted income, then the maximum rent (i.e., tenant contribution plus project -based rental subsidy) is the rent allowable under the federal or state project -based rental subsidy program. The foregoing maximum rents include tenant paid utilities. Maximum rents will be reduced for the amount of the applicable HUD Utility Allowance (as published from time to time by HUD) for any utilities paid by the tenant. In no event will the family contribution portion of the monthly rent on a CDBG-CV Assisted Unit exceed thirty percent (30%) of the applicable percentage of area median income set forth in Paragraph 1 above. Rents shall not be adjusted for changes in income or HUD published maximums until lease renewal. In the event that the CDBG- CV-Assisted Units are also benefitted from a federal or state rent subsidy program, then the rents outlined above may be set at the applicable rent standard established by that rent subsidy program in compliance with 24 CFR 570. (3) Income Re -certification. Tenant income for CDBG-CV-Assisted Units shall be certified by the Borrower annually on the anniversary of each tenant's lease and maintained in the tenant file, subject to inspection by the City, in accordance with this Regulatory Agreement. (4) Deposits and Pre-pavments. Borrower shall not require, as a condition of occupancy or leasing of any CDBG-CV-Assisted Unit, any other consideration or deposit from the tenant, except for the prepayment of one month's rent and plus a security deposit not to exceed one additional month's rent. (5) Prohibited Lease Provisions. The Borrower's leases for CDBG-CV-Assisted Units shall not contain any of the following provisions: a. Agreement to be sued. A tenant lease may not contain a provision whereby the tenant agrees to be sued, admits guilt or consents to judgment in favor of the landlord in a lawsuit brought in connection with the lease. Page 2 of 9 Book33687/Page1025 CFN#20230289632 Page 2 of 9 b. Agreement regarding treatment of property. A tenant lease may not contain a provision whereby the tenant agrees that the landlord may take, hold or sell personal property of the tenant household without notice and a court decision. This prohibition does not apply to personal property remaining in the CDBG-CV-Assisted Unit after the tenant has moved out. c. Waiver of notice. A tenant lease may not contain a provision whereby the tenant agrees that the landlord may institute a lawsuit without notice to the tenant. d. Waiver of legal proceedings. A tenant lease may not contain a provision whereby the tenant agrees that the landlord may evict the tenant or a household member without instituting a civil court proceeding in which the tenant has the opportunity to present a defense or before a court decision on the rights of the parties. e. Waiver of a jury trial. A tenant lease may not contain a provision whereby the tenant agrees to waive any right to a jury trial. f. Waiver of right to appeal a court decision. A tenant lease may not contain a provision whereby the tenant agrees to waive the tenant's right to appeal or otherwise challenge in court a court decision in connection with the lease. g. Agreement to pay legal costs. regardless of outcome. A tenant lease may not contain a provision whereby the tenant agrees to pay attomey's fees or other legal costs even if the tenant wins the court proceeding brought by the landlord against the tenant. The tenant, however, may be obligated to pay costs if the tenant loses. h. Excusing owner from responsibility. A tenant lease may not contain a provision whereby the tenant agrees not to hold the landlord or the landlord's agents legally responsible for any action or failure to act, whether intentional or negligent. (6) Annual Reporting. Each year, on the anniversary of the issuance of the certificate of occupancy/certificate of completion for the Project, and at other times at the request of the City, the Borrower shall furnish occupancy reports in a form approved by the City, and shall provide the City with such other information as may be requested by the City relative to income, expenses, assets, liabilities, contracts, operations, and condition of the Project and/or the CDBG-CV-Assisted Units. (71 Inspections. The Borrower agrees to submit the CDBG-CV-Assisted Units to an annual re -inspection to insure continuing compliance with all applicable housing codes, federal and local housing quality standards and regulatory requirements. The Borrower will be furnished a copy of the results of each inspection within thirty (30) calendar days of completion, and will be given thirty (30) calendar days thereafter to correct any deficiencies or violations. At any time other than an annual inspection, the City may, in its discretion, inspect any CDBG-CV-Assisted Unit. The Borrower and the tenant will be provided with the results of the inspection and the time and the method of compliance and corrective action that must be taken. (8) Record -keeping. The Property, the Project, including the CDBG-CV-Assisted Units, equipment, buildings, plans, offices, apparatus, devices, books, contracts, records, documents, and other papers relating thereto shall at all times be maintained in reasonable condition for proper audit and shall be subject to examination and inspection at any reasonable time by the City. Borrower shall keep copies of all written contracts and other instruments which Page 3 of 9 Book33687/Page1026 CFN#20230289632 Page 3 of 9 affect the CDBG-CV-Assisted Units, all or any of which may be subject to inspection and examination by the City. Specifically, the foregoing includes all records, calculations and information necessary to support tenant occupancy eligibility and monthly rental charges in addition to all leases and written notices to tenants with respect to the terms of this Regulatory Agreement, as required by this Regulatory Agreement. (9) Default. Upon the occurrence of a violation of any provision of this Regulatory Agreement, the City shall give written notice thereof to the Borrower, by registered or certified mail, addressed to the Borrower's address as stated in this Regulatory Agreement, or to such other address(es) as may subsequently, upon appropriate written notice thereof to the City, be designated by the Borrower. In the case of a Borrower which is a corporation or partnership, notices may also be sent by the City to the address of the corporation's chief executive officer or to all general partners, as applicable, at the City's discretion. If such violation is not corrected to the City's satisfaction, within thirty (30) calendar days after the date such notice is mailed, or within such further time as the City reasonably determines is necessary to correct the violation, without further notice the City may declare a default under this Regulatory Agreement and under the Agreement and the Loan Documents executed in connection therewith, and may proceed to initiate any or all remedies at law or in equity provided for in the event of a default under such agreements and Loan Documents. All notices under this Regulatory Agreement shall be in writing and addressed as follows: To Borrower: The Village Miami Phase II, LLC 8500 NW 25 Avenue Miami, FL 33147 Attn: Oliver L. Gross With Copy to: Terry M. Lovell, Esq. Bilzin Sumberg Baena Price & Axelrod LLP 1450 Brickell Avenue, 23rd Floor Miami, FL 33131 To City: City of Miami Department of Housing and Community Development One Flagler Building 14 Northeast 1st Avenue, Second Floor Miami, Florida 33132 Attn: George Mensah, Director With Copy To: Victoria Mendez Office of the City Attorney, City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 (10) Fines. Upon the occurrence of a violation of any provision of this Regulatory Agreement, and regardless of the nature of the violation, the City will assess a flat monthly fine in the amount of Fifty Dollars and no/cents ($50.00) per CDBG-CV-Assisted Unit that is the subject Page 4 of 9 Book33687/Page1027 CFN#20230289632 Page 4 of 9 of such violation up to a maximum of Five Thousand Dollars and no/cents ($5,000.00) per month, for each month the violation is not corrected, and pay same over to the City. The remedy for violation provided in this section of this Regulatory Agreement is cumulative with any and all remedies at law or in equity provided in the event of a default under this Regulatory Agreement and/or the Loan Documents. (11) Tenant Notice. Borrower agrees during the term of this Regulatory Agreement, to furnish each tenant of a CDBG-CV-Assisted Unit, at the execution or renewal of any lease or upon initial occupancy, if there is no lease, with a written notice in the following form: The rent charged for your apartment and the services included in that rent are subject to a Rent Regulatory Agreement between the landlord and the Ciry of Miami, for the term of the Affordability Period. A copy of the Rent Regulatory Agreement will be made available by the landlord to each tenant upon request. If there is no lease for a CDBG-CV-Assisted Unit, Borrower shall maintain a file copy of such notice delivered to the tenant, with a signed acknowledgement of receipt by the tenant. All such notices to tenants will be made available for inspection upon request by the City. (12) No Conflict with Loan Documents. The provisions of this Regulatory Agreement are in addition to, and do not amend, alter, modify, or supersede in any respect, the provisions of the mortgage and/or any of the other Loan Documents executed in connection with the Loan. (13) Partial Invalidity. The invalidity of any paragraph or provision of this Regulatory Agreement shall not affect the validity of the remaining paragraphs and provisions hereof. (14) Term. This Regulatory Agreement shall be effective until the expiration of the Affordability Period. On the expiration of such period, this Regulatory Agreement shall immediately lapse and be of no further force and effect without the necessity of any other written document or instrument. Notwithstanding the foregoing, upon such expiration, the Borrower shall be permitted to prepare and record an instrument evidencing the expiration of and other termination of this Regulatory Agreement in the Public Records of Miami -Dade County, Florida. (15) Definitions. All capitalized terms used herein and not otherwise defined shall have the meanings provided in the Regulation and/or in the Loan Documents. (16) Exclusion of Commercial Spaces. Notwithstanding anything to the contrary in this Regulatory Agreement or in the Agreement, it is expressly understood and agreed that the Regulation and all other terms, conditions, restrictions, and requirements of this Regulatory Agreement shall exclude, and shall not apply to, or otherwise restrict or affect, the operation, maintenance, leasing, improvement, base rent and other additional rent determination and collection, and all other aspects of the Borrower's management, leasing, and ownership of all or any portion of the commercial and retail spaces located in the Project, if applicable. (17) Severability. Invalidation of one of the provisions of this Regulatory Agreement by judgment of Court shall not affect any of the other provisions of the Regulatory Agreement, which shall remain in full force and effect. (18) Recordation. This Regulatory Agreement shall be filed of record among the Public Records of Miami -Dade County, Florida, at the sole cost and expense of the Borrower. Page 5 of 9 Book33687/Page1028 CFN#20230289632 Page 5 of 9 (19) Goveming Law and Venue. This Regulatory Agreement shall be construed and enforced pursuant to the laws of the State of Florida, excluding all principles of choice of laws, conflict of laws and comity. Any action pursuant to a dispute under this Regulatory Agreement must be brought in Miami -Dade County and no other venue. All meetings to resolve said dispute, including voluntary arbitration, mediation, or other alternative dispute resolution mechanism, will take place in this venue. The parties both waive any defense that venue in Miami -Dade County is not convenient. (20) Attomey's Fees. In the event litigation, arbitration, or mediation, between the parties hereto, arises out of the terms of this Regulatory Agreement, each party shall be responsible for its own attomey's fees, costs, charges, and expenses through the conclusion of all appellate proceedings, and including any final settlement or judgment. (21) 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. [Signature Page Follows] Page 6 of 9 Book33687/Page1029 CFN#20230289632 Page 6 of 9 This REGULATORY AGREEMENT has been executed and delivered as of the day and year first above written. WITNESSES Priht'Name: r b zRt t) ji 42.6., ) Print Name: ke, i. f -4 „1(/,r BORROWER'S ADDRESS: The Village Miami Phase [I, LLC 8500 NW 25th Avenue Miami, FL 33147 Attn: Oliver L. Gross BORROWER: THE VILLAGE NIIAMI PHASE II, LLC, a Florida limited liability company By: Villages II Manager, LLC, a Florida limited li• •i.ity company, itage By: Nam . Oliver L. Gross Title: President ACKNOWLEDGMENT STATE OF FLORIDA COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me by means of Vthysical presence or rJ online notarization, this %" day of April, 2023 by Oliver L. Gross, as President of Villages II Manager, LLC, a Florida limited liability company, the Manager of The Village Miami Phase II, LLC, a Florida limited liability company. He is personally known to me or has produced as identification. (NOTARY PUBLIC SEAL) �pcACI; DAs;o S'D����i �'y•G�1.Y2.3 c: ' 13 • N .„ Zo. 316927 *S i f- ••y ola'ed HO a ' t- •1nsura ' ..:It- • .) .. . ure of Person 'Making Acknowledgment (Printed, Ty ed, or StazPped Name of Notary Public) t CzFacli° /f',czj3 ? 9J 27 Serial Number, if any Page 7 of 9 Book33687/Page1030 CFN#20230289632 Page 7 of 9 A r!ST: T; P..Hannon Date: APPROVED AS TO FORM AND I ORRECTNESS: Signa Acknowle (Printed, Type . s tamped Name of Notary Public) rial Number, if any CITY: . CITY OF MIAMI, of the State of Flo By Vi t'"oria Mend City Attorney z ?cf..� al- 4FSc . Arthur Norie City Manager cipal corporation Page 8 of 9 Book33687/Page1031 CFN#20230289632 Page 8 of 9 OR BK 33687 PG 1032 LAST PAGE Exhibit A Legal Description of the Property That leasehold estate created by that Lease by and between New Urban Development LLC, a Florida limited liability company, Lessor, to The Village Miami Phase II, LLC, a Florida limited liability company, Lessee, as evidenced by the Memorandum of Lease, recorded March 31, 2023, in Official Records Book 33646, Page 2466, over the following described lands: A PORTION OF TRACT "A," NORTHWESTERN TRACTS, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 170, AT PAGE 72 OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, DESCRIBED AS FOLLOWS: COMMENCE AT THE INTERSECTION OF THE CENTERLINE OF NW 69TH STREET AND NW 7TH AVENUE; THENCE NORTH 89 DEGREES 41 MINUTES 44 SECONDS WEST, ALONG THE CENTERLINE OF NW 69TH STREET, FOR 712.96 FEET; THENCE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST FOR 25.00 FEET TO THE POINT OF BEGINNING; THENCE CONTINUE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST FOR 96.90 FEET; THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS WEST FOR 118.30 FEET; THENCE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST FOR 142.02 FEET; THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST FOR 137.63 FEET; THENCE SOUTH 00 DEGREES 07 MINUTES 27 SECONDS EAST FOR 72.14 FEET; THENCE NORTH 89 DEGREES 40 MINUTES 47 SECONDS WEST FOR 618.97 FEET; THENCE NORTH 00 DEGREES 09 MINUTES 32 SECONDS WEST, ALONG THE WEST LINE OF TRACT "A", FOR 285.59 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE TO THE RIGHT, HAVING FOR ITS ELEMENTS A RADIUS OF 25.00 FEET AND A CENTRAL ANGLE OF 90 DEGREES 27 MINUTES 48 SECONDS; THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE, CONCAVE TO THE SOUTHEAST, FOR AN ARC DISTANCE OF 39.47 FEET; THENCE SOUTH 89 DEGREES 41 MINUTES 44 SECONDS EAST, ALONG THE NORTH LINE OF SAID TRACT "A", FOR 575.14 FEET TO THE POINT OF BEGINNING. Page 9 of 9 Book33687/Page1032 CFN#20230289632 Page 9 of 9 PROMISSORY NOTE (CDBG-CV FUNDS) FOR THE VILLAGES APARTMENTS PHASE II $2,500,000.00 Miami, Florida April 28, 2023 FOR VALUE RECEIVED the undersigned, THE VILLAGE MIAMI PHASE II, LLC, a Florida limited liability company (hereinafter referred to as the "Maker") at 8500 NW 25 Avenue, Miami, Florida 33147, promises to pay to the order of the CITY OF MIAMI (hereinafter referred to as the "Lender"), at 444 S.W. 2nd Avenue, Miami, Florida 33130, or such other location or address as the Lender may direct from time to time, the principal sum of Two Million Five Hundred Thousand and 00/100 Dollars ($2,500,000.00) (the "Loan"), together with interest thereon on funds outstanding as indicated on Attachment 1 hereto. This Promissory Note evidences a Loan from the Lender to the Maker for development costs for Villages Apartments Phase II, a rental Project, as described more fully in that certain CDBG-CV Loan Agreement between the Maker and the Lender of even date herewith (the "CDBG-CV Loan Agreement"). All capitalized terms not defined herein shall have the meanings provided in the CDBG-CV Loan Agreement and the Exhibits thereto. This Promissory Note is secured by that certain Leasehold Mortgage and Security Agreement (the "CDBG-CV Mortgage") and the other loan documents of even date herewith executed in favor of the Lender (collectively, the "Loan Documents"), relating to real property located at 890 NW 69 Street, Miami, Florida (the "Property"). All sums advanced hereunder together with accrued interest thereon and all other sums due hereunder shall become immediately due and payable, without notice or demand, upon the occurrence of any one or more of the following Events of Default, subject to any applicable cure period as provided in the Loan Documents: (a) the Maker's failure to promptly pay in full any payment of principal or interest due under this Promissory Note; (b) the Maker's failure to pay any insurance premium when due; (c) the dissolution, termination of existence, insolvency of, business failure, appointment of a receiver for any part of the Property or assignment for the benefit of creditors by, or the commencement of any proceedings under any bankruptcy or insolvency laws, by or against any maker hereof which shall continue beyond any applicable cure period set forth in the CDBG-CV Loan Agreement; (d) any uncured breach, following notice of breach and the expiration of applicable cure period(s), by the Maker of any of the terms, covenants or conditions set forth in the CDBG-CV Loan Agreement, the CDBG-CV Mortgage, the Declaration of Restrictive Covenants, or any of the other Loan Documents executed in connection therewith, or any other instrument, document or agreement which secures, collateralizes or otherwise pertains to the Loan evidenced by this Promissory Note; or (e) upon the occurrence of an Event of Default as provided in the CDBG-CV Loan Agreement. Upon the occurrence of any of the foregoing events, and in addition to any other remedies provided in the CDBG-CV Loan Agreement, the amount of the Loan disbursed, together with interest accrued thereon at the rate provided herein, all Program Income (as defined in 24 CFR § 570.500) and all unpaid fees, charges and other obligations of the Maker due under any of the Loan Documents, shall, at Lender's option, be immediately due and payable. The Lender agrees to accept a cure of any default committed by the Maker, which cure is tendered or effected by Investor Member or Special Investor Member (as such terms are defined in the CDBG-CV Loan Agreement), as if such cure had been tendered or Page 1 of 6 effected by Maker. If a cure is being tendered or effected by the Investor Member or Special Investor Member, the Maker and Investor Member or Special Investor Member shall provide written notice to the Lender that the cure is being tendered or effected by the Investor Member or Special Investor Member on behalf of the Maker, and the Lender shall accept such cure as if the same had been tendered by the Project Sponsor. The Lender retains the sole right to reject any cure being tendered or effected by the Maker, Investor Member, or Special Investor Member if in the Lender's sole discretion does not adequately cure the event of default. Any property of any maker or guarantor hereof now or hereafter in the possession of the Lender, may at all times be held and treated as collateral and security for the payment of this Promissory Note and all other indebtedness or liability, direct or indirect, joint or several, absolute or contingent, now existing or hereafter created, acquired or contracted, of the Maker to the Lender. The Lender may apply or set-off any funds or other sums against said liabilities at any time in the case of the Maker(s), but only with respect to matured liabilities in the case of guarantors. No delay or omission on the part of the Lender in the exercise of any right hereunder shall operate as a waiver of such right or of any other right under this Promissory Note. A waiver by the Lender of any right or remedy conferred to it hereunder on any one occasion shall not be construed as a bar to, or waiver of, any such right and/or remedy as to any future occasion. The Maker agrees that in the event each and every of the terms and conditions of this Promissory Note or any instrument which secures or collateralizes the payment of the sums hereunder is not duly performed, complied with, or abided by, subject to applicable notice and cure period(s) set forth in the CDBG-CV Loan Agreement, the whole of said indebtedness then outstanding shall thereupon, at the option of the Lender, become immediately due and payable, as provided in the CDBG-CV Loan Agreement. If this Promissory Note becomes in default and is placed in the hands of an attorney for collection, then each Party hereto shall bear its own respective costs, expenses, and attomey's fees. The indebtedness evidenced by this Promissory Note is and shall be subordinate in right of payment to the prior payment in full of the indebtedness evidenced by those certain Multifamily Housing Revenue Bonds (The Villages Apartments, Phase II), Series 2023, in the amount of $32,500,000 issued by the Housing Finance Authority of Miami -Dade County and payable to The Bank of New York Mellon Trust, N.A., as trustee (together with its successors and assigns), and are subject in all respects to that certain Subordination Agreement, dated as of April 1, 2023, by and among Maker, Lender, Miami -Dade County, Florida, a political subdivision of the State of Florida, and The Bank of New York Mellon Trust Company, N.A., a national baking association, as Trustee for the Housing Finance Authority of Miami -Dade County; indebtedness evidenced by the Promissory Note the original principal amount of Four Million, Seven Hundred Eighty -Eight Thousand and 00/100 Dollars ($4,788,000) to be issued by Maker and payable to the Miami -Dade County, and together with its successors and assigns; and indebtedness evidenced by the Promissory Note the original principal amount of One Million and 00/100 Dollars ($1,000,000) to be issued by Maker and payable to Miami -Dade County, and together with its successors and assigns (together, the "Senior Lender"); to the extent and in the manner provided in those certain Mortgage Subordination Agreements dated on or about the date hereof, by and among each Senior Lender, Lender, and the Maker (collectively, the "Subordination Agreements"). The Mortgage and other documents securing this Promissory Note are and shall be subject and subordinate in all respects to the liens, terms, covenants and conditions as more fully set forth in the Subordination Agreements, if any. The rights and remedies of the lender and each subsequent holder of this Promissory Note under the Mortgage securing this Promissory Note are subject to the restrictions Page 2 of 6 and limitations set forth in the Subordination Agreement. Each subsequent holder of this Promissory Note shall be deemed, by virtue of such holder's acquisition of this Promissory Note, to have agreed to perform and observe all of the terms, covenants and conditions to be performed or observed by the Lender as the Subordinate Lender under the Subordination Agreement. The Maker and all persons now or hereafter becoming obligated or liable for the payment hereof, do jointly and severally waive demand, notice of non-payment, protest, notice of dishonor and presentment. The Maker does not intend or expect to pay, nor does the Lender intend or expect to charge, collect or accept, any interest greater than the highest legal rate of interest which may be charged under any applicable law. Should the acceleration hereof or any charges made hereunder result in the computation or earning of interest in excess of such legal rate, any and all such excess shall be and the same is hereby waived by the Lender, and any such excess shall be credited by the Lender to the balance hereof. Each Maker, endorser, or any other person, firm or corporation now or hereafter becoming liable for the payment of the Loan evidenced by this Promissory Note, hereby consents to any renewals, extensions, modifications, releases of security or any indulgence shown to or any dealings between the Lender and any party now or hereafter obligated hereunder, without notice, and jointly and severally agree that they shall remain liable hereunder notwithstanding any such renewals, extensions, modifications or indulgences, until the debt evidenced hereby is fully paid. The Maker agrees to pay a late charge equal to ten percent (10.0%) of each payment of principal and/or interest which is not paid within five (5) calendar days of the date on which it is due. In the event that any payment is returned on account of insufficient or uncollected funds, the Maker shall additionally be liable for a return check charge of five percent (5%) of the amount of the check and Lender may require that all future payments be made by cashier's check. Any payment of principal and/or interest due under this Promissory Note which is not promptly paid on the date such payment becomes due, shall bear interest at the highest rate allowable by law commencing on the date immediately following the day upon which the payment was due. Upon the occurrence of any event of default as defined herein or an Event of Default as defined in the Agreement, all sums outstanding under this Promissory Note shall thereon immediately bear interest at the highest rate allowable by law from the date of disbursement, without notice to the Maker or endorser of this Promissory Note, and without any affirmative action or declaration on the part of the Lender. In the event of the sale of Project or the Property in violation of the requirements set forth in the Agreement, all sums outstanding under this Promissory Note shall bear interest at the highest rate allowable by law from the date of disbursement, without notice to the Maker or endorser of this Promissory Note, and without any affirmative action or declaration on the part of the Lender. This Promissory Note shall be construed and enforced according to the laws of the State of Florida, excluding all principles of choice of laws, conflict of laws or comity. Any action pursuant to a dispute under this Promissory Note 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. This Promissory Note shall not be changed, modified, terminated, or discharged, in whole or in part, except by an instrument in writing signed by both parties hereto, or their respective Page 3 of 6 successors or assignees. Except as provided in Section 12.20 of the Loan Agreement, this Promissory Note is a non - recourse obligation of the Maker and its members and neither Maker nor its members have personal liability for repayment of the Loan. This Loan may be prepaid in whole or in part at any time without premium or penalty. Notwithstanding the foregoing, so long as Investor Member or Special Investor Member (or any affiliate thereof) own a membership interest in Maker, the Lender will not commence foreclosure proceedings with respect to the Property, or exercise any other rights or remedies it may have, under this Promissory Note or the CDBG-CV Mortgage, including but not limited to accelerating the amounts due under this Promissory Note, collecting rents, appointing (or seeking the appointment of) a receiver or exercising any rights or remedies thereunder, without providing Investor Member and Special Investor Member with at least forty-five (45) calendar days' prior written notice of its intent to pursue any such action(s). THE MAKER OF THIS PROMISSORY NOTE HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WANES THE RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS PROMISSORY NOTE OR ANY LOAN DOCUMENT(S) EXECUTED IN CONNECTION HEREWITH, OR TIIE FINANCING CONTEMPLATED HEREBY, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR THE ACTIONS OF ANY PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER EXTENDING THE LOAN EVIDENCED BY THIS PROMISSORY NOTE. [Signature Page Follows] Page 4 of 6 WITN Print N Print Name: %e; #1, 4 . deA SSES MAKER'S ADDRESS: The Village Miami Phase II, LLC 8500 NW 25th Avenue Miami, FL 33147 Attn: Oliver L. Gross, President STATE OF FLORIDA MAKER: THE VILLAGE MIAMI PHASE II, LLC, a Florida limited liability company By: Villages II Manager, LLC, a Florida limited liaj?ijity, company, Manager By: Name. Oliver L. Gross Title: President INVESTOR MEMBER AND SPECIAL INVESTOR MEMBER'S ADDRESS: c/o Red Stone Equity Partners, LLC 90 Park Avenue, 28th floor New York, NY 10016 Attention: General Counsel with a copy to: Applegate & Thorne -Thomsen, PC 425 S. Financial Plaza, Suite 1900 Chicago, IL 60605 Attention: Bennett P. Applegate ACKNOWLEDGMENT COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me by means of physical presence or O online notarization, this / day of April, 2023 by Oliver L. Gross, as President of Villages II Manager, LLC, a Florida limited liability company, the Manager of The Village Miami Phase II, LLC, a Florida limited liability company. He is personally known to me or has produced as identification. (NOTARY PUBIla(ai\ 11///0�60 //// � gyp;•....... •.44/ �'✓i v cctrrnissIo .. c, a u,. �. 7.=�oZ. G3-0 y •. 16927 : * .4° r,p•G1oI/niG�;n urve..•�e ///,� STATE I 111100 O.° \ MIAMI 10332499.7 100051/302818 //a4 t&ea-auf9 .Signature of Perso Taking Acknowledgment (Printed, T)ied,,or Star ' ed Name of Notary Public) •/" �//��jj11,,�y�rrc/� 6-6 Serial Number, if any Page 5 of 6 Attachment 1 The Villages Apartments Phase II located at 890 NW 69 Street, Miami, Florida Payment of principal, interest, and all other charges, expenses, and fees set forth in the Loan Documents shall be deferred and no payments of principal and interest shall be due until the end of the Affordability Period (as defined in the Loan Agreement). Interest on Principal outstanding shall accrue as follows: The principal of this Promissory Note shall bear zero percent (0%) during the construction of the project. Upon the Close -Out (as such term is defined in the CDBG-CV Loan Agreement) of the Project, the Loan will be converted to a 30-year permanent loan that shall bear interest at the rate of zero percent (0%) per annum, with the entire principal balance and accrued interest, and other charges deferred until the end of the thirty (30) year Affordability Period, at which time the principal and all accrued interest are due and payable. The City may, at its sole discretion, waive the accrued interest or principal payments, or both, due on the Loan and release all documents given as collateral security for no additional consideration at its maturity. If during the Affordability Period any CDBG-CV Assisted Unit fails to comply, beyond any applicable cure period, with the affordability requirements of the applicable funding source, the Agreement and/or the other Loan Documents, the Maker shall repay to the Lender all funds received by the Maker pursuant to this Agreement, all unpaid interest accrued thereon, all Program Income derived therefrom or in connection therewith, and all unpaid fees, charges and other obligations of the Maker due under any of the Loan Documents a.(4434 Page 6 of 6