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HomeMy WebLinkAbout24449AGREEMENT INFORMATION AGREEMENT NUMBER 24449 NAME/TYPE OF AGREEMENT WYNWOOD WORKS, LLC DESCRIPTION MIAMI FOREVER BOND LOAN AGREEMENT/NEW CONSTRUCTION OF A 12 STORY MIXED USE BUILDING/MATTER ID: 23-314 EFFECTIVE DATE May 25, 2023 ATTESTED BY NICOLE EWAN ATTESTED DATE 5/23/2023 DATE RECEIVED FROM ISSUING DEPT. 5/23/2023 NOTE yliy 9' MIAMI FOREVER BOND LOAN AGREEMENT FOR WYNWOOD WORKS This Miami Forever Bond Loan Agreement (this "Loan Agreement" or "Agreement") for Wynwood Works is dated as of this 25th day of May, 2023, by and between the CITY OF MIAMI, a municipal corporation of the State of Florida (hereinafter the "City" or "Lender") and WYNWOOD WORKS, LLC, a Florida limited liability company (hereinafter the "Project Sponsor" or "Borrower"). FUNDING SOURCE: MIAMI FOREVER BOND FUNDS AMOUNT: RESOLUTION: PROJECT NAME: Three Million Five Hundred Thousand and 00/100 Dollars ($3,500,000.00) Housing and Commercial Loan Committee approval of the Bond Funds, dated July 30, 2021 Wynwood Works PROJECT TYPE: New construction of a 12-story mixed use building. INVESTOR MEMBER: SPECIAL INVESTOR MEMBER: TERM: RBC Community Investments, LLC, an Illinois limited liability company RBC Community Investments Manager II, Inc., a Delaware corporation See the definition of "Term" in Article I below. AFFORDABILITY PERIOD: Thirty (30) years commencing on the Closeout of the Project. IDIS NUMBER: ORACLE NUMBER: PROPERTY ADDRESS: 2035 North Miami Avenue Miami, Florida 33127 EXHIBITS ATTACHED HERETO AND INCORPORATED HEREIN: Exhibit A Legal Description Exhibit B Scope of Work/Project Schedule Exhibit C Budget Exhibit D Form of Disbursement Agreement Exhibit E Affirmative Marketing Procedures and Responsibilities Exhibit F Form of Mortgage and Security Agreement Page 1 of 39 Exhibit G Exhibit H Exhibit I Exhibit J Exhibit K Schedule A Schedule B Form of Declaration of Restrictive Covenants Form of Rent Regulatory Agreement Signage Requirements Construction Insurance Requirements ,No Finder's Fee Affidavit Schedule of Permitted Senior Financing Schedule of Permitted Subordinate Financing RECITALS WHEREAS, the Project Sponsor is the owner of the Property (defined below). The Project Sponsor is constructing a new mixed -income and mixed -use, green certified construction, twelve - story building, which will include an affordable housing project to be known as "Wynwood Works", which Project will increase the supply of affordable rental housing units for Extremely Low Income Households (including individuals transitioning out of homelessness), Very Low Income Households, and Low Income Households (as such terms are defined below), by providing additional affordable rental units; WHEREAS, on July 5, 2022, July 19, 2022, and November 17, 2022, the City Commission and the City's HCLC respectively approved an allocation of Miami Forever Bond funds ("Bond Funds") in the amount not to exceed $3,500,000.00 for the construction of a mixed use affordable rental housing Project; and WHEREAS, the City and the Project Sponsor intend and agree that the Bond Funds be subject to the terms and conditions of this Agreement; NOW THEREFORE, in consideration of the mutual covenants and obligations herein contained, and subject to the terms and conditions hereinafter stated, the parties hereto understand and agree as follows: ARTICLE I DEFINITIONS The City and the Project Sponsor hereby agree that the capitalized terms used herein shall have the meanings set forth below unless the context requires otherwise: Affordable: A project or unit that satisfies the requirements set forth in the Covenant and Rent Regulatory Agreement, and set forth in the City's Request for Proposals through which Borrower applied for the Bond Funds. Affordability Period: The period of time that the Assisted Units (defined below) must remain Affordable, in accordance with the terms of the Loan Documents, for Extremely Low Income Households, Very Low Income Households, and Low Income Page 2 of 39 Households. The Affordability Period for the Project will be thirty (30) years commencing on the Close -Out of the Project. AMI: Area median income as determined by FHFC with adjustments and certain exceptions as provided by FHFC. Assisted Unit(s) or Bond Assisted Unit(s) or City Assisted Units or Units: Bond Documents or Loan Documents: All one hundred twenty (120) Project units are set aside for occupancy by Extremely Low Income Households (including individuals transitioning out of homelessness), Very Low Income Households, Very Low Income Households, and Low Income Households pursuant to the Bond Requirements (defined below) throughout the Affordability Period. They are restricted for households with incomes at or below thirty percent (30%), fifty percent (50%), sixty percent (60%), and eighty percent (80%) of AMI, respectively. Twelve (12) units of the total one hundred twenty (120) Project units shall be occupied for households with incomes at or below thirty percent (30%) of AMI. Twelve (12) units of the total one hundred twenty (120) Project units shall be occupied for households with incomes at or below fifty percent (50%) of AMI. Seventy- two (72) units of the total one hundred twenty (120) Project units shall be occupied for households with incomes at or below sixty percent (60%) of AMI. Twenty-four (24) units of the total one hundred twenty (120) Project units shall be occupied for households with incomes at or below eighty percent (80%) of AMI. Income restrictions shall apply to the Assisted Units as provided in this Agreement, the Covenant, the other Bond Documents and the Legal Requirements. This Agreement, the Note, the Mortgage, the Covenant, the Rent Regulatory Agreement, the Disbursement Agreement, and all other documents that may now or hereafter evidence or secure the Bond Funds, together with other documents executed in connection therewith or presented by the Project Sponsor to the City in connection therewith or herewith, and all amendments, extensions and renewals to any of the foregoing. Bond Funds, or, the Loan: The loan in the amount of $3,500,000.00 from the City to the Project Sponsor for Project construction. Page 3 of 39 Bond Program: Bond Requirements: Close -Out of the Project or Project Completion: Code: Contract Records: Covenant, or the Covenant: The program guidelines passed and adopted on March 14, 2019 by the City of Miami Commission in Resolution R-19- 0111, and any amendments thereto, and the program guidelines passed and adopted on July 25, 2019 by the City of Miami Commission in Resolution R-19-0325, and any amendments thereto. The requirements contained in (i) City of Miami Resolution R-19-0111 adopted by the City of Miami Commission on March 14, 2019, and any and all exhibits and amendments thereto, (ii) City of Miami Resolution R-19-0062 adopted by the City of Miami Commission on February 14, 2019, and any and all exhibits and amendments thereto, and (iii) the Miami Forever Bond Validation Final Judgment that was recorded on December 27, 2019 in Official Records Book 31743 at Page 4365 of the Public Records of Miami -Dade County, Florida. The date on which the Project has obtained all of the required final Certificate(s) of Occupancy and all Assisted Units have been leased to eligible tenants. The Internal Revenue Code of 1986, as amended, and any successor statute, as it applies to low income housing credit dollar amounts, together with all applicable final, temporary proposed U.S. Treasury Regulations and Revenue Rulings thereunder. 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 Bond Funds (as defined below), 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. That certain Declaration of Restrictive Covenants for Wynwood Works (Miami Forever Bond Funds) executed by Page 4 of 39 Disbursement Agreement: the Borrower and to be recorded in the Public Records of Miami -Dade County, Florida to ensure that all of the Assisted Units will qualify and remain Affordable, in the amount and the AMI percentages identified herein, during the Affordability Period. That certain Disbursement Agreement for Wynwood Works (Miami Forever Bond Funds) of even date herewith, executed by Project Sponsor and the City. Effective Date: The date on which the City Clerk's attestation is affixed to this Agreement. Extremely Low Income Household: A person or household whose annual income does not exceed thirty percent (30%) of AMI. The term Extremely Low Income Household shall include individuals transitioning out of homelessness. FHFC: Florida Housing Finance Corporation. HCLC: The City of Miami's Housing and Commercial Loan Committee. HUD: The U.S. Department of Housing and Urban Development. Legal Requirements: Low Income Household: Magellan Partner: The Bond Requirements, the Miami Forever Bond Validation Final Judgment that was recorded on December 27, 2019 in Official Records Book 31743 at Page 4365 of the Public Records of Miami -Dade County, Florida, the rules promulgated by the FHFC, and any requirements imposed by the City and all local, state and federal requirements relating thereto and/or pertaining to the development, construction and/or operation of the Project under the Bond Program. A person or household whose annual income does not exceed eighty percent (80%) of AMI. Wynwood Works Manager, LLC, a Florida limited liability company. Page 5 of 39 Material or Materially: Facts, information, terms, events or some other matter of a nature that would affect a reasonable person's decision - making. Mortgage: Note: Permitted Senior Financing: That certain Miami Forever Bond Mortgage and Security Agreement for Wynwood Works of even date herewith, collateralizing the Loan, executed by the Project Sponsor, a copy of which is attached hereto and incorporated herein as Exhibit "F." That certain Promissory Note (Miami Forever Bond Funds) for Wynwood Works, of even date herewith, evidencing the Loan, executed by the Project Sponsor in favor of the City. The loan(s) specified to be senior to the Loan as set forth in Schedule A, attached hereto and incorporated herein. Permitted Subordinate Financing: The loan(s) specified to be subordinate to the Loan as set forth in Schedule B, attached hereto and incorporated herein. Proi ect: Property: New construction of 12-story mixed -use commercial and residential project at 2035 North Miami Avenue Miami, Florida 33127. The Project will consist of commercial space and a total of one hundred twenty (120) residential apartment units, comprised of forty-eight (48) studio/one-bathroom units, sixty-six (66) one bedroom/ one bathroom units, and six (6) two-bedroom/one-bathroom units. All one hundred twenty (120) Project units shall be City -Assisted Units and shall be subject to the Bond Requirements and the Loan Documents throughout the Affordability Period. The real property located at 2035 North Miami Avenue Miami, Florida 33127, as legally described in Exhibit "A" attached hereto and incorporated herein. Rent Regulatory Agreement: That certain Rent Regulatory Agreement for Wynwood Works of even date herewith, executed by the Borrower and to be recorded in the public records of Miami -Dade County, Florida. Senior Lender: A lender of any Permitted Senior Financing. Page 6 of 39 Springing Member: Greystone Affordable Development RE Holdings LLC, a Delaware limited liability company, or its affiliate. Term: The period commencing on the Effective Date hereof and ending at the expiration of the Affordability Period, unless this Agreement is terminated sooner as provided for herein. Very Low Income Household: A person or household whose annual income does not exceed fifty percent (50%) of AMI. ARTICLE II BOND FUNDS Upon satisfaction of all conditions set forth herein, the City shall disburse the Bond Funds to the Project Sponsor for the purposes herein set forth. 2.1 USE OF FUNDS. The Bond Funds shall be used for 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" (the "Budget"). One hundred twenty (120) Project units shall be set aside for Extremely Low Income Households, Very Low Income Households, and Low Income Households as Bond Assisted Units and as described more particularly herein. No portion of the Bond funds shall be used for operating expenses of the Project. 2.2 DISBURSEMENT. The Bond Funds shall be disbursed in accordance with the Budget attached hereto and incorporated herein as Exhibit "C", and in the manner set forth in that certain Disbursement Agreement, which has been executed on or about even date herewith, a copy of which is attached hereto and incorporated herein as Exhibit "D". Bond Funds shall not be disbursed until the City receives evidence that the Project Sponsor has acquired the approved permits for the entire Project. The City acknowledges that an environmental clearance report, in a form satisfactory to the City ("Environmental Clearance Report"), has been received by the City or that confirmation of exempt status has been obtained for the Project. 2.3 REPAYMENT OF BOND FUNDS. The principal of the Loan, as evidenced by the Note, shall bear zero percent (0%) from the Effective Date of this Agreement until the Close -Out of the Project. Upon the Close -Out of the Project, the Loan will be converted to a permanent loan that shall bear simple interest at the rate of one percent (1%) per annum. Beginning on the first anniversary date of the Close -Out of the Project, the Borrower shall make annual interest -only payments in accordance with the terms and conditions of the Note. All other payments of principal, Page 7 of 39 interest, and all other charges, expenses, and fees set forth in the Loan Documents shall accrue as in accordance with the terms and conditions of the Note. A. COSTS INCURRED BY THE CITY. Notwithstanding any other provision of this Agreement, the Project Sponsor understands and agrees that Ten Thousand Dollars ($10,000.00) of the Bond Funds awarded to the Project shall be withheld from the first disbursement and used by the City to cover costs incurred by the City in administering this Agreement and the Bond Program. Such costs may include, but are not limited to, environmental advertising costs, signage and recording fees. The $10,000.00 will be charged to the Project; any unused portion of such amount shall be automatically de -obligated and retained by the City. B. COMMITMENT FEE. Project Sponsor agrees to pay the City a $5,000.00 commitment fee prior to the disbursement of any Bond Funds C. RETAINAGE. Five percent (5%) of each draw request will be retained until the City has received, at the Borrower's sole cost, a fmal cost certification prepared by an independent certified public accountant, both in form and substance acceptable to the City. 2.4 DISBURSEMENT OF BOND FUNDS: The City shall disburse Bond Funds upon the following: Eligible Project costs will be disbursed with the submission of the appropriate request for payment form and all relevant partial releases of lien for the previous draw down. The fmal disbursement request must include the final release of liens and also a certification by the general contractor and each subcontractor that there has been no kick -back according to the form that will be provided by the City. ARTICLE III DISBURSEMENT REQUIREMENTS 3.1 CONDITIONS OF DISBURSEMENT OF BOND FUNDS. The City shall not be obligated to disburse the Bond Funds, in accordance with Exhibit "D," unless and until the City has received the following: 3.1.1 Title Insurance. A title insurance commitment issued by a title insurance company acceptable to the City identifying the City's insurable lienholder interest in the Property, together with copies of all instruments which appear as exceptions therein. The title commitment and policy shall be issued without exceptions, except for those exceptions permitted by the City, and those exceptions and matters shown on the first -lien lender's title insurance policy, and shall include such affirmative coverage as the City shall require. 3.1.2 Survey. An original current survey of the Property made by a registered surveyor satisfactory to the City and the title company and containing such certifications as the City and the title company may require. 3.1.3 Zoning. Evidence that the Property and the proposed improvements comply with all applicable zoning ordinances. Page 8 of 39 3.1.4 Corporate Documents. (a) The operating agreement, or its equivalent, as appropriate, and a status certificate for the Project Sponsor certified by the appropriate governmental authority. (b) Resolutions, and incumbency certificates, or, in the case of a limited liability company, their equivalent, if applicable, certified by the manager or other authorized signer, authorizing the consummation of the transactions contemplated hereby, all satisfactory to the City. (c) Evidence satisfactory to the City that the Project Sponsor is qualified to receive funds under the Bond Program in accordance with the Bond Requirements. 3.1.5 Insurance Policies. The Project Sponsor shall obtain and furnish evidence of insurance coverages set forth on the attached Exhibit "J" as the City may require in connection with the Project, which may include, but is not limited to, the following: (a) Commercial General Liability with limits of not less than $1,000,000.00 per occurrence and $2,000,000.00 aggregate, protecting against property damage, advertising injury claims, personal injury and bodily injury, including death. The insurance policy shall be written on a primary and non- contributory basis and shall further include the City as an additional insured. (b) Business Auto Liability affording coverage on all owned autos, including hired and non -owned auto exposures with limits of $1,000,000 per accident. The City shall be included as an additional insured. (c) Workers' Compensation and Employer's liability coverage subject to the statutory limits as required by the laws of the State of Florida. The Project Sponsor shall be required to obtain and maintain at all times the insurance coverage outlined under this Section 3.1.5, and shall further furnish evidence to the City of such. In addition, the Project Sponsor shall require its contractors to furnish certificates of insurance in accordance to Exhibit "J." All such policies shall provide the City with a written notice of cancellation from the insurer not less than thirty (30) calendar days (10 days for nonpayment) prior to any such cancellation, and all such policies shall be written by insurance companies satisfactory to the City. Failure of the Project Sponsor to submit all required evidence of the specified insurance coverage fourteen (14) calendar days prior to the start of Project shall delay the disbursement of the Bond Funds. Page 9 of 39 3.1.6 Operative Documents. The Loan Documents shall be duly and lawfully executed by the Project Sponsor, as applicable, and in recordable form, where appropriate. 3.1.7 Appraisal. A current appraisal of the Property made by a member of the American Institute of Real Estate Appraisers. 3.1.8 List of Contractors and Subcontractors. A list of all of the Project contractors and subcontractors as of the date of execution of this Agreement, and copies of all contracts entered into by Project Sponsor in excess of $100,000 for the performance of services or the supply of materials in connection with the Project to be funded pursuant to this Agreement. 3.1.9 Compliance with Bond Requirements. All other documents required by the Bond Program evidencing compliance with Bond Requirements. 3.1.10 Historic Preservation Review. The City acknowledges that all applicable requirements of the City of Miami's Historic Preservation Department and State of Florida's Historic Preservation Department (as applicable) have been met . 3.1.11 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. 3.1.12 Audit Report. The Project Sponsor shall submit to the City audit reports as are required herein. 3.1.13 Personnel Policies and Administrative Procedure Manuals. The Project Sponsor shall submit detailed documents describing the Project Sponsor's internal corporate organizational structure, property management and procurement policies and procedures, personnel management, accounting policies and procedures, etc. Such information shall be submitted to the City within thirty (30) calendar days of the execution of this Agreement and prior to the disbursement of any funds hereunder. 3.1.14 Certificate Regarding Lobbying. Such Certificate Regarding Lobbying as may be requested by the City. 3.1.15 Certificate Regarding Debarment, Suspension, and Other Responsibility Matters. Such Certificate Regarding Debarment, Suspension and Other Responsibility Matters as may be requested by the City. 3.1.16 Public Entity Crime Affidavit. Such Public Entity Crime Affidavit as may be required by the City. 3.1.17 Environmental Clearance. Project construction must not commence, or if construction had commenced at the time of application for Bond funds, construction must cease immediately, until City has conducted an environmental Page 10 of 39 review and has issued a certification, or its functional equivalent, in writing, to Project Sponsor. 3.1.18 Intentionally Omitted. 3.1.19 Affidavit. The Project Sponsor shall provide a No Finder's Fee Affidavit, on the form attached hereto and incorporated herein as Exhibit K. 3.1.20 Delivery of Other Documents. All other documents reasonably required by the City. 3.2. This Agreement shall be governed by the insurance requirements set forth in Exhibit "J," attached hereto and incorporated herein, and any applicable provisions set forth in Article III. ARTICLE IV BOND REQUIREMENTS The Project Sponsor shall comply with the following Bond Requirements: 4.1 GENERAL. 4.1.1 The Project Sponsor shall maintain current documentation that its activities qualify under the Bond Requirements and the Bond Program. 4.1.2 The Project Sponsor shall ensure and maintain documentation that demonstrates that each activity assisted in whole or in part with Bond Funds is an activity which benefits Extremely Low Income Households, Very Low Income Households, and Low Income Households. 4.1.3 INTENTIONALLY OMITTED 4.1.4 The Project Sponsor shall agree in writing to comply with any and all requirements as may be set forth in the Environmental Clearance Report executed in connection herewith. 4.1.5 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 citizen participation committees/structures upon the request of citizen participation officers or the City. 4.1.6 The Project Sponsor shall make good faith efforts to provide residents of the Project opportunities for training and employment. Page 11 of 39 4.2 REAL PROPERTY. 4.2.1 The following restrictions shall apply to all real property acquired or improved in whole or in part with Bond Funds. The Property must be: (a) Used in compliance with at least one of the Bond Programs, used in compliance with the Covenant, and used in compliance with the Bond Requirements, or (b) If not used in accordance with paragraph (a) above, then that shall constitute an event of default and Project Sponsor shall pay to the City an amount equal to the amount of Bond Funds disbursed at the time of default plus accrued interest. 4.2.2 All real property purchased in whole or in part with funds for this and previous Agreements with the City, or transferred to the Project Sponsor after being purchased in whole or in part with funds from the City, shall be listed in the property records of the Project Sponsor and shall include: a legal description; size; address and location; owner's name if different from the Project Sponsor; information on the transfer or disposition of the property; and a map indicating whether property is in parcels, lots, or blocks and showing adjacent streets and roads. The property records shall describe the programmatic purpose for which the property was acquired and identify the Bond Program activity that will be completed. If the property was improved, the records shall describe the programmatic purpose for which the improvements were made and identify the Bond Program activity that will be completed. 4.3 PERSONAL PROPERTY. 4.3.1 Definitions. (a) Personal Property. Personal Property of any kind except real property: 1) Tangible. All personal property having physical existence. 2) Intangible. All personal property having no physical existence such as patents, inventions and copyrights. (b) Non -expendable Personal Property. Tangible personal property of a non- consumable nature, with a value of Five Hundred and 00/100 Dollars ($500) 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. Page 12 of 39 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 in an inventory report submitted to the City when and as requested by the City. The inventory report shall include the elements listed in Paragraph 4.3.2(a), above. 4.4 DISPOSITION. The Project Sponsor shall obtain the prior written approval of the City for the disposition of real or personal property purchased in whole or in part with Bond Funds which approval shall not be unreasonably withheld, and shall dispose of all such property in accordance with instructions from the City. Those instructions may require the return of all such property to the City. 4.5 GENERAL CONTRACTORS, SUBCONTRACTS AND ASSIGNMENTS. 4.5.1 The Project Sponsor shall ensure that all contracts with contractors, subcontractors and assignments funded with the Bond Funds: (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, and with any other conditions and/or approvals that the City may deem necessary. The requirements of this paragraph apply to subcontracts and assignments in which parties are engaged to carry out any eligible substantive programmatic service, as may be defined by the City, set forth in this Agreement. The City shall in its 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. Page 13 of 39 4.5.2 The Project Sponsor shall incorporate in all consultant and other subcontracts funded by the Bond Funds the following provision: [Project Sponsor] is not responsible for any insurance or other fringe benefits, e.g., social security, income tax withholding, retirement or leave benefits, for the consultant or employees of the consultant that are normally available to direct employees of [Project Sponsor]. The consultant assumes full responsibility for the provision of all insurance and fringe benefits for himself/herself/itself and for employees retained by the consultant in carrying out the Scope of Work provided in this subcontract. 4.5.3 The 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 reasonable 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 With the exception of any assignment required by Senior Lenders in connection with the Permitted Senior Financing ("Permitted Assignments"), 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. Notwithstanding anything to the contrary contained herein, assignments which further subordinate the Lender's second -lien position or increase the maximum principal loan amounts of the Permitted Senior Financing shall not be deemed Permitted Assignments for purposes of this Section 4.5.5. 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 Chapter 18/Article X of the Code of the City of Miami, Florida, as amended ("City Code"), entitled "Finance/Living Wage Requirements for Service Contracts and City Employees", the Copeland Anti -Kick Back Act, the Contract Work Hours and Safety -Standards Act, the Lead -Based Paint Poisoning Prevention Act, the Residential Lead Based Paint Hazard Reduction Act of 1992 (and implementing regulations at 24 C.F.R. Part 35), and any other applicable laws, ordinances and regulations. 4.5.8 Upon request from the City, the Project Sponsor shall submit to the City all proposed Solicitation Notices, Invitations for Bids, and Requests for Proposals. 4.6 REPORTING OBLIGATIONS. Page 14 of 39 4.6.1 The Project Sponsor shall submit, as required by the City, the following: 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." The Project Sponsor shall also submit an earned income report in such form as may be required by the City. Both the Progress Report and the earned income report shall be provided to the City on a quarterly basis until the Project Completion. 4.6.1.2 Inventory Report. The Project Sponsor shall report all real property and all non -expendable personal property as specified in Paragraphs 4.2 and 4.3 hereof. Such report shall be submitted as requested in writing by the City. 4.6.1.3 Affirmative Action Plan. The Project Sponsor shall report to the City such information relative to the equality of Project employment opportunities whenever requested by the City. 4.6.1.4 Assurance of Compliance with Section 504 of the Rehabilitation Act. The Project Sponsor shall report on 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. 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 Dollars ($10,000) for the performance of services or the supply of materials in connection with the Project. 4.6.1.7 Affordability Report. On the anniversary date of the Close -Out of the Project (or on such other date that the City shall authorize in writing) of each year during the Affordability Period, the Project Sponsor shall provide a report describing the previous year's compliance with the affordability requirements set forth herein. The Affordability Report shall be accompanied by such substantiating documentation as the City shall request. 4.6.1.8 All. such other reports as may be reasonably requested by the City. 4.6.2 Federal, State and County Laws and Regulations. 4.6.2.1 The Project Sponsor shall comply with all applicable uniform administrative requirements as described in 24 C.F.R §570.502. 4.6.2.2 The Project Sponsor shall carry out each activity in compliance with all Federal laws, regulations and requirements described in subpart K of 24 C.F.R. Part Page 15 of 39 570, except that the Project Sponsor does not assume: (1) the City's environmental responsibilities described in Section 570.64 and, (2) the City's responsibility for initiating the review process under the provisions of 24 C.F.R. Part 52. 4.6.2.3 The Project Sponsor shall comply with all applicable federal laws, regulations and requirements including, but not limited to: 24 C.F.R. Part 570; 24 C.F.R. Part 85, Section 504 of the Rehabilitation Act of 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 Project Sponsor pursuant to the terms of this Agreement is in excess of One Hundred Thousand and 00/100 ($100,000.00), the Project Sponsor shall comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act of 1970 (42 U.S.C. 7401 et. seq.), as amended; the Federal Water Pollution Control Act (33 U.S.C. 1251), as amended; Section 508 of the Clean Water Act (33 U.S.C. 1368); Environmental Protection Agency regulations (40 C.F.R. Part 15); and Executive Order 11738. 4.6.3 Audits, Other Information and Records. 4.6.3.1 Commencing with the fiscal year ending immediately following the Close -Out of the Project, the Project Sponsor shall submit to the City an audit conducted by an independent certified public accountant or firm of independent certified public accountants in accordance with generally accepted auditing standards, including audited financial statements and a report on compliance with laws and regulations based on the audit of financial statements. Two copies of each such audit must be delivered to the City no later than six (6) months following the end of each Project Sponsor fiscal year. Each such audited financial statement is to be for the twelve (12) months ending December 31 and shall include: a. Comparative balance sheet with prior year and current year balances; b. Statement of revenue and expenses; c. Statement of changes in fund balances or equity; d. Statement of cash flows; and e. Promissory notes Page 16 of 39 The financial statements shall be accompanied by a certification of the Project Sponsor as to the accuracy of such financial statements. Subject to paragraph 7.1(i), a late fee of Five Hundred and 00/100 Dollars ($500) will be assessed by the City for failure to submit any of the required audited financial statements or the certification each year as required. Upon request from 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. 4.6.3.2 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. 4.6.3.3 The Project Sponsor shall include in all Project subcontracts, each of the record keeping and audit requirements detailed in this Agreement. The City shall in its sole discretion determine when services are subject to the audit and recordkeeping requirements described above. 4.6.3.4 The Project Sponsor shall include in all subcontracts to carry out any eligible substantive programmatic services, as such services are described in this Agreement and defined by the City, each of the record keeping and audit requirements detailed in this Agreement. The City shall in its sole discretion determine when services are eligible substantive programmatic services and subject to the audit and recordkeeping requirements described above. 4.7 RECORDS. The Project Sponsor shall establish and maintain sufficient records to enable the City to determine whether the Project Sponsor has met the requirements of the Bond Program and this Agreement. The Project Sponsor shall maintain all Contract Records in accordance with generally accepted accounting principles, procedures, and practices, which records shall sufficiently and properly reflect all revenues and expenditures of funds provided directly or indirectly by the City pursuant to the terms of this Agreement. At a minimum, the following records shall be maintained by the Project Sponsor: 4.7.1 Records providing a description of each activity assisted (or being assisted) with Bond Funds, including its location (if the activity has a geographical locus), the amount of Bond Funds budgeted, obligated and expended for the activity, and the specific provision of the Bond Program under which the activity is eligible. 4.7.2 Records demonstrating that each activity undertaken meets at least one (1) of the criteria set forth in the Bond Program. Page 17 of 39 4.7.3 Records that demonstrate compliance with all applicable requirements relating to the use of real property acquired or assisted with Bond Funds. 4.7.4 Records that demonstrate compliance with all applicable requirements relating to acquisition, displacement, relocation and relocation housing. 4.7.5 Records containing data on the extent to which each racial and ethnic group and single -headed households (by gender of household head) have applied for, participated in, or benefited from, any program or activity funded in whole or in part with Bond Funds. 4.7.6 Records containing data indicating the race and ethnicity of households (and gender by single heads of household) displaced as a result of Bond funded activities, together with the address and census tract of the housing units to which each displaced household relocated. 4.7.7 Intentionally Omitted. 4.7.8 Data indicating the racial/ethnic character of each business entity receiving a contract or subcontract of Twenty -Five Thousand and 00/100 Dollars ($25,000) or more paid, or to be paid, with Bond Funds, and such additional information as is required pursuant to 24 C.F.R §570.506(g)(6). 4.7.9 Financial records in accordance with the applicable requirements listed in 24 C.F.R. §570.502. 4.7.10 Records required to be maintained in accordance with other applicable laws and regulations including but not limited to those that are set forth in Subpart K of 24 C.F.R. part 570. 4.8 RETENTION AND ACCESSIBILITY OF RECORDS. 4.8.1 The City shall have the authority to review the Contract Records for five (5) years after expiration of the Affordability Period (hereinafter referred to as "Retention Period"). All books of account and supporting documentation shall be kept by the Project Sponsor at least until the expiration of the Retention Period. The Project Sponsor shall maintain records sufficient to meet the requirements of 24 C.F.R. Part 570. All records and reports required herein shall be retained and made accessible as provided hereunder. The Project Sponsor shall ensure that the Contract Records shall be at all times subject to and available for full access and review, inspection and audit by the City and any other personnel duly authorized by the City. Page 18 of 39 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 Bond Funds and operate the Project. The Project shall comply with all applicable Bond 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 Bond Program, this Agreement, and/or the other Bond 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 this Agreement and/or the Bond Program, complete or operate the Project or to perform its obligations hereunder or which would constitute an Event of Default hereunder or under the other Bond Documents regardless of the giving of notice or the passage of time or both. There are no outstanding or unpaid judgments or arbitration awards against the 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 Bond Documents, the consummation of the other transactions contemplated hereby, and the development of the Project as contemplated hereby and by the other Bond Documents: (i) do not and will not conflict with or result in violation of any Legal Requirement or in the breach or default under any indenture, contract, agreement or other instrument to which the Project Sponsor is a party or by which it may be bound; and (ii) have been duly authorized by all necessary actions and approvals, whether corporate or otherwise. 5.5 VALID OBLIGATIONS. This Agreement and all of the other Bond Documents, when executed and delivered, shall constitute the duly authorized, legal, valid and binding obligations of the Project Sponsor and will be enforceable in accordance with their respective terms. 5.6 TITLE. The Project Sponsor owns a fee simple interest in the Property, subject only to: (a) the exceptions and other matters set forth in that certain Title Insurance Commitment (Order Page 19 of 39 Number 8994394), issued by Fidelity National Title Insurance Company, effective as of February 10, 2023 , at 11:00pm, as endorsed, and those exceptions and matters shown on the first -lien lender's title insurance policy (collectively, the "Title Commitment and Exceptions"); and (b) from time to time, the granting of utility and similar easements on a non -material portion of the Property to utility and similar service providers for the installation and maintenance of utility and similar service equipment and components. 5.7 COMPLIANCE. The completion and use of the Project in accordance with the Scope of Work will comply fully with all Legal Requirements, and with all limitations on the use of the Project, or any other condition, grant, easement, covenant, or restriction, whether recorded or not. All necessary approvals, permits and licenses for the construction, operation, and use of the Project have been unconditionally obtained and are in full force and effect, or if the present state of construction of the Project does not allow such issuance, then such approvals, permits and licenses will be issued when the Project is completed. 5.8 ENCROACHMENTS. When completed in accordance with the Scope of Work, the Project will not encroach upon any building line, setback line, side yard line, or other recorded or visible easements or other easements of which the Project Sponsor is aware which exists (or which the Project Sponsor has reason to believe may exist) with respect to the Project, except as set forth in the Title Commitment and Exceptions, or as shown on the survey approved by the first -lien lender, or as otherwise permitted by the City in writing. 5.9 SCOPE OF WORK. The Scope of Work is complete in all respects, and contains all details requisite for the Project which, when built and equipped in accordance therewith, shall be ready for the intended use and occupancy thereof 5.10 LEASES. There are no leases, tenancies, licenses or agreements for use of any part of the Property other than as specifically disclosed to and approved in writing by the City, which, for avoidance of doubt (and which the City hereby acknowledges and agrees), are limited to the leases for the rental of each Bond Assisted Unit each which may be entered into from time to time and leases and subleases of the commercial space. 5.11 PENDING ASSESSMENTS. The Project Sponsor has no knowledge of any pending or proposed governmental action that would impair the operation or value of the Project or result in a special assessment against the Project. 5.12 WASTE. The Project Sponsor shall not commit nor suffer waste nor 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 Bond Program, the negotiation of this Agreement and the other Bond Documents, nor in the transactions contemplated hereby. 5.14 NO CASUALTY. No part of the Property and/or the Project has been damaged or has been subjected to condemnation or other proceedings, and no such proceedings have been threatened. Page 20 of 39 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 Bond Requirements affecting the ownership, use, construction, lease and operation of the Project. 5.17 OTHER PROJECT FINANCING. With the exception of the Permitted Senior Financing and Permitted Subordinate 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. All financing/funding that has senior lien priority to the City's Mortgage is set forth in Schedule A, which is attached hereto and made a part hereof by this reference. 5.18 REAFFIRMATION. Each of the representations and warranties set forth in this Article shall be true at all times, and the Project Sponsor's acceptance of each draw of the Bond Funds hereunder shall be deemed to be a reaffirmation of each of the representations and warranties given in this Agreement. ARTICLE VI PROJECT SPONSOR'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. The Bond Funds shall be used exclusively for Project related construction costs, in accordance with the Budget for such costs, which Budget has been approved by the City. The Project Sponsor shall: (a) commence construction within six (6) months from the Effective Date of the Agreement; (b) obtain all certificates of occupancy or temporary certificates of occupancy required for the Project within eighteen (18) months from the Effective Date; (c) have all City Assisted Units rented within twelve (12) months after the issuance of Project's certificate(s) of occupancy, but in no event later than thirty-six (36) months from the Effective Date; and (d) have the Project inspected by an authorized City Inspector and receive the appropriate clearance or certification that the construction/rehabilitation work adheres to and conforms with the applicable City, county or state requirements, including, without limitation, applicable building code requirements. The Project Sponsor shall: (a) meet all of its obligations hereunder and under all of the Loan Documents executed in connection herewith, (b) rent and maintain the occupancy of all City Assisted Units to Extremely Low Income Households, Very Low Income Households, and Low Income Households in accordance with the requirements of this Agreement, and provide to the City a rent roll evidencing the same, (c) throughout the Affordability Period, rent all of the Assisted Units to Extremely Low Income Households, Very Low Income Households, and Low Income Households in accordance with the requirements of this Agreement, the Rent Regulatory Agreement, which is attached and incorporated as Exhibit "H", and the other Loan Documents; Page 21 of 39 and (d) throughout the Affordability Period, comply with all applicable Legal Requirements and all applicable requirements hereof and in the other Loan Documents. The tenant's portion of rents charged for 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 Article 4 hereof, and all other reports that the City may reasonably require, in such form, manner, and frequency as the City may require to monitor the progress of the Project and the 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 the Retention Period, subject to the limitations set forth below: (a) If the City or the Project Sponsor has received or is 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 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 final closeout procedure, of the address where all Contract Records will be retained. 6.4 PROVISION OF RECORDS. All of the Contract Records are subject to the provisions of Chapter 119, Florida Statutes, commonly referred to as the "Public Records Law." 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 Page 22 of 39 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. The Project Sponsor shall provide to the City, upon request, all Contract Records. The requested Contract Records shall be treated as public records 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, subject to any applicable statutory exemptions which such Contract Records shall be conspicuously marked with the specific statutory exemption by Project Sponsor. 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. The Project Sponsor shall obtain the City's prior written approval prior to undertaking any of the following with respect to the Project Sponsor, 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, provided that notwithstanding anything to the contrary contained herein or in any Loan Documents, Investor Member may transfer its membership interests in Borrower in accordance with the terms of the Operating Agreement or that certain Purchase Option Agreement between Borrower, Magellan Partner, Investor Member, and RBC Community Investments Manager II, Inc., a Delaware corporation, without the consent of Lender (each, a "Permitted Transfer"). A Greystone Equity Foreclosure shall also be a Permitted Transfer expressly permitted hereunder, provided, however, that Project Sponsor agrees to provide to City copies of any notices of default received from Springing Member within ten (10) calendar days from the date of receipt by the Project Sponsor, under that certain Pledge and Security Agreement by and among Project Sponsor, Magellan Partner and Springing Member dated as of even date herewith (the "Pledge and Security Agreement"), where the underlying default may result in a Greystone Equity Foreclosure. As used herein, the term "Greystone Equity Foreclosure" means a foreclosure by Springing Member, upon the membership interests of Magellan Partner in the Project Sponsor, pursuant to the terms and provisions of the Operating Agreement and the Pledge and Security Agreement. Page 23 of 39 (b) The disposition of any real property or any expendable personal property or non - expendable personal property as provided in Article 4, except for personal property that suffers wear and tear and needs replacement, and is replaced. (c) Any proposed Solicitation Notice, Invitation, for Bids or Request for Proposals relating to the use of the Bond Funds. (d) The disposal of any Contract Records during the Retention Period. 6.5.1 DISCRETION. The Director of the Department of Housing and Community Development of the City of Miami shall have the discretion to approve and authorize, by way of Memorandum to the City Manager, the execution of necessary documents to further Project Close - Out, provided, however, that no material terms are affected. 6.6 MONITORING. The Project Sponsor shall permit the City and other persons duly authorized by the City to inspect all Contract Records, facilities, goods, and activities of the Project Sponsor that are in any way connected to the activities undertaken pursuant to the terms of this Agreement, and/or to interview any clients, employees, subcontractors, or assignees of the Project Sponsor. Following such inspection or interviews, the City will deliver to the Project Sponsor a report of its fmdings. 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 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 or its employees or associated persons or entities must be disclosed to the City. C. The Project Sponsor shall disclose any possible conflicts of interest or apparent improprieties of any party under or in connection with the Legal Requirements, including the standards for procurement. Page 24 of 39 D. The Project Sponsor shall make any such disclosure to the City in writing within fifteen (15) days after 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 Bond Program or this Agreement, or who is in a position to participate in the decision -making process or gain inside information regarding Bond -assisted activities, has any personal financial interest, direct or indirect, in this Agreement, the proceeds hereunder, the Project or the Project Sponsor, either for themselves or for those with whom they have family or business ties, during their tenure or for one year thereafter. 6.8 RELATED PARTIES. The Project Sponsor shall report to the City the name, purpose for and any other relevant information in connection with any related -party transaction. The term "related party transaction" includes, but is not limited to, a transaction or relationship between the Project Sponsor and a for -profit or nonprofit subsidiary or affiliate organization, an organization with an overlapping board of directors, and an organization for which the Project Sponsor is responsible for appointing memberships. The Project Sponsor shall report this information to the City upon forming the relationship, or if already formed, shall report such relationship prior to or simultaneously with the execution of this Agreement. Any supplemental information shall be promptly reported to the City no later than in the next required Progress Report, as described above. 6.9 PUBLICITY AND ADVERTISEMENTS. The Project Sponsor shall ensure that all publicity and advertisements prepared and released for the Project, by the Project Sponsor, such as pamphlets and news releases, related to activities funded by this Agreement, and all events carried out to publicize the accomplishments of any activities funded by this Agreement, recognize the City as one of its funding sources. 6.10 ADDITIONAL FUNDING. The Project Sponsor shall notify the City of any funding received in addition to the Permitted Senior Financing and the Permitted Subordinate Financing, for any activity described in this Agreement. Such notification shall be in writing and received by the City within thirty (30) calendar days of the Project Sponsor's notification by the funding source. 6.11 REVERSION OF ASSETS. The Project Sponsor shall return to the City upon the expiration or termination of this Agreement any Bond Funds on hand, any accounts receivable attributable to the Bond Funds, and any overpayments due to unearned funds or costs disallowed pursuant to the terms of this Agreement that were disbursed to the Project Sponsor by the City. Any funds not earned by the Project Sponsor prior to the expiration or termination of this Agreement shall be retained by the City 6.12 REPAYMENT OF FUNDS PROCEDURES. The Project Sponsor shall repay to the City all funds received by the Project Sponsor pursuant to this Agreement, including all unpaid interest accrued thereon, and all unpaid fees, charges and other obligations of the Project Sponsor due under any of the Loan Documents if Project Sponsor fails to comply with any and all Bond Requirements or the Loan Documents. Page 25 of 39 6.13 AFFIRMATIVE MARKETING. The Project Sponsor shall comply with the affirmative marketing requirements and procedures provided on Exhibit E. Project Sponsor shall comply with the requirements of the affordable housing notice to City Officials in City of Miami Ordinance #13491. 6.14 Intentionally Omitted. 6.15 SIGNAGE, ACKNOWLEDGEMENT, PUBLICITY. From the Effective Date until the Close -Out of the Project, 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 and on all documents, literature, pamphlets, advertisements, and signage, permanent or otherwise. All such acknowledgments shall be in a form acceptable to the City, as provided on Exhibit "I". The Project Sponsor shall ensure that all publicity and advertisements related to the Project, which are prepared by or at the direction of the Project Sponsor, such as pamphlets and news releases, and all events carried out to publicize the Project, shall recognize the City as one of the Project' s funding sources. 6.16 AFFIRMATIVE ACTION. The 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 construction of the Project or the occupancy of any Project unit. Age discrimination and discrimination against minor dependents are also not permitted. The Project Sponsor shall meet the fair housing requirements of 24 C.F.R. § 570.904. 6.17 MAINTENANCE OF LEGAL EXISTENCE AND AUTHORITY. Project Sponsor shall maintain its existence as a limited liability company and authority to conduct its business under the laws of the State of Florida and the City Code. 6.18 COMPLIANCE REQUIREMENTS. The Project Sponsor shall comply atall times with all applicable Bond Requirements including, but not limited to, those affecting the ownership, construction, use, and operation of the Project, and all other Legal Requirements. The Project Sponsor shall at any time and from time to time upon the request of the City, at Project Sponsor's sole cost and expense, execute, acknowledge and deliver such further notices and other documents and perform such other acts as may, in the opinion of the City, be necessary, desirable or proper to carry out more effectively the purposes of this Agreement and the other Loan Documents. 6.19 COMPLIANCE WITH SAFETY PRECAUTIONS. The Project Sponsor shall allow City inspectors, agents or representatives the ability to monitor its compliance with safety precautions as required by federal, state or local laws, rules, regulations and ordinances. By performing these inspections, the City, its agents, or representatives are not assuming any liability by virtue of such laws, rules, regulations and ordinances. The Project Sponsor shall have no recourse against the Page 26 of 39 City, its agents, or representatives for the occurrence, non-occurrence or result of such inspection(s). Simultaneously with the submission of its first draw request to the City, the Project Sponsor shall contact the City's Risk Management 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. 6.20 DRAW REQUESTS. Each Request for Disbursement of hard costs must be signed by the Project Sponsor, and/or the architect for the Project and the general contractor, if applicable, as more fully set forth in the Disbursement Agreement, if applicable. The City shall not fund any draw request in an amount that exceeds the City's initial contribution percentage of the entire development cost of the Project. The final Request for Disbursement must include the final conditional release of liens and also a certification by the general contractor that there has been no kick -back according to the form that will be provided by the City. 6.21 INSURANCE PROCEEDS. Notwithstanding anything to the contrary contained herein or in the other Loan Documents, the City shall 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. 6.22 CONDEMNATION PROCEEDS. Notwithstanding anything to the contrary contained herein or in the other 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 Loan Document; (ii) the Project Sponsor determines that there will be sufficient funds, through condemnation proceeds and contributions by the Project Sponsor, to (a) restore and repair the Property and the Project to a condition as close as reasonably possible to what previously existed, due consideration given to the portion of the Property and the Project taken, and, (b) meet all operating costs and other expenses, payments for reserves and loan repayment obligations relating to the Project until completion of the restoration and repair of the Page 27 of 39 Property and the Project to a condition as close as reasonably possible to what previously existed, due consideration given to the portion of the Property and the Project taken; and (iii) the Project Sponsor determines that the rental income of the Project, after restoration and repair of the Property and the Project to a condition as close as reasonably possible to what previously existed, due consideration given to the portion of the Property and the Project taken, will be sufficient to meet all operating costs and other expenses, payments for reserves and loan repayment obligations relating to the Project, and (iv) the Project Sponsor have received the City's written concurrence with such determination. ARTICLE VII DEFAULT 7.1 The happening of any one or more of the following events shall constitute an Event of Default: (a) In the event any of the Bond Assisted Units fails to remain Affordable at any time during the Affordability Period, the Project Sponsor's failure to initiate action to cure such non-compliance within thirty (30) calendar days of receipt of knowledge of the same. (b) (c) If any term, condition or representation contained in this Agreement or any of the other Bond Documents is Materially untrue, substantially inaccurate or incomplete when made, or, if there is a material misrepresentation of fact or fraud contained in any document(s) submitted in support of this Agreement. 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 for Permitted Senior Financing and as provided in Sections 5.6, 5.17 and 6.5 of this Agreement or as otherwise permitted herein, the sale, assignment, pledge, transfer, hypothecation or other encumbrance or disposition (except as 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, the Project, or 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 determines, in its reasonable discretion, that the Project is not being constructed in a good and workmanlike manner in accordance with the Scope of Work, or that the 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 28 of 39 (f) (g) Failure of the Project Sponsor to Materially comply with any term, provision, covenant or obligation of this Agreement or any of the Loan Documents, or the occurrence of an event of default under any of the other Loan Documents, subject to all applicable cure periods. Any change in zoning requirements or zoning classification of the Property initiated by the Project Sponsor, which in the City's sole discretion would materially interfere with the completion of Project construction or the ultimate operation of the Project as contemplated herein. (h) In the event that the City determines, in its reasonable discretion, that there exists an event of default under and pursuant to the terms of any other agreement or obligation of any kind or nature whatsoever of the Project Sponsor to the City, direct or contingent, whether now or hereafter due, existing, created or arising. (i) In the event that Project Sponsor fails to timely deliver, to City, the required audited financial statement(s), then paragraph 4.6.3.1 shall govern. (j) In the event that Project Sponsor fails to timely deliver, to City, the Affordability Report, as described in 4.6.1.7, and Project Sponsor fails to cure the same within ten (10) calendar days after written notice from the City. (k) Project Sponsor declares bankruptcy and/or becomes insolvent, which shall result in immediate acceleration of the Loan's repayment in full. (1) City and Project Sponsor acknowledge that a senior mortgage default, which constitutes a "Event of Default" under such senior mortgage unless waived by the Senior Lender, constitutes an Event of Default under this Loan Agreement and the other Loan Documents. In such an event, City may pursue any and all of its remedies, including but not limited to an Acceleration of Debt, as described in Section 8.1(b) below. (m) Project Sponsor acts in accordance with paragraph 4.2.1(b) herein. (n) In the event that the Borrower fails to pay the outstanding interest owed to Lender at the end of the Affordability Period, as described in paragraph 2.3 herein. (o) In the event that Borrower fails to make any final payment of the principal owed to Lender. 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. Page 29 of 39 The City shall provide written notice of the occurrence of an Event of Default to the Project Sponsor, Investor Member, Special Investor Member, and Springing Member, after which the Project Sponsor shall have thirty (30) calendar days to cure said applicable default (except for the events described in Section 7.1 (b) and (d) above for which the aforementioned cure period shall not apply). Said notice shall be delivered by certified mail, return receipt requested, or by in person delivery with proof of delivery. In the event a default which is permitted to be cured cannot practicably be cured within thirty (30) calendar days, the Project Sponsor shall have such additional time as may be required to effect a cure, so long as (a) the cure is commenced within thirty (30) calendar days of the applicable event of default and is diligently prosecuted and (b) the lack of a cure during such continuing cure period has no material adverse effect on the Project. Notwithstanding anything to the contrary contained herein or in any Loan Document, the City shall provide the Investor Member, Special Investor Member, and Springing Member written notice of any default hereunder or under any Loan Documents and an opportunity to cure such default during the cure period set forth for the Project Sponsor or any longer period set forth in the Loan Documents. The City agrees to accept a cure of any such default under any Loan Document committed by the Project Sponsor, which cure is tendered or effected by Investor Member, Special Investor Member, or Springing 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, Special Investor Member, or Springing Member, then, the Project Sponsor, Investor Member, Special Investor Member, or Springing Member shall provide written notice to the City that the cure is being tendered or effected by the Investor Member, Special Investor Member, or Springing Member on behalf of the Project Sponsor, and the City shall accept such cure as 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, Special Investor Member, or Springing Member if in the City's sole discretion does not adequately cure the event of default. If an Event of Default shall continue uncured for a period of thirty (30) consecutive calendar 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) Acceleration of Debt. It is expressly agreed that the full amount of both principal and interest due pursuant to the Note shall become due and payable at the option of the City on the happening of any Event of Default under the terms of this Loan Agreement, subject to all applicable notice and cure periods. Page 30 of 39 (c) Other Remedies. Exercise any other right, privilege or remedy available to the City as may be provided by applicable law, or in any of the other Bond Documents. It is understood and agreed that the occurrence of an event of default under Section 7.1 (b) or (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 Bond Funds withheld because of a default hereunder, and shall not have any right to garnish or require or compel that payment thereof be applied toward the discharge or satisfaction of any claim or lien which any of them may have. Notwithstanding the forgoing, in the event of an Event of Default under Section 7.1(1) above, which default relates to the Permitted Senior Financing, but does not otherwise constitute a default under the Loan Documents, such Event of Default shall be waived by the City in the event that the Senior Lender waives such default under the Permitted Senior Financing, but only upon submission to the City of notice of such waiver by Senior Lender. 8.2 In addition to any other remedies provided for herein or in any of the other Loan Documents, upon the occurrence and during the continuation (beyond applicable grace and cure periods) of an Event of Default: (a) All sums outstanding under the Note shall bear interest at the highest rate allowable by law from the date of disbursement, without notice to the Project Sponsor or any guarantor or endorser of the Note and without any affirmative action or declaration on the part of the City; (b) The 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 or Special Investor Member. ARTICLE IX INDEMNIFICATION Page 31 of 39 9.1 The Project Sponsor shall indemnify, hold harmless, and defend the City, its officers, agents, directors, and/or employees, from any and all liabilities, claims, damages, losses, suits, judgments, 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 and 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 construction related to the Project, even if it is alleged that the City, its officials and/or employees were negligent. These indemnifications shall survive the term of this Agreement. In the event that any action or proceeding is brought against the City by reason of any such claim or demand, the Project Sponsor shall, upon written notice from the City, resist and defend such action or proceeding by counsel satisfactory to the City. The Project Sponsor expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Project Sponsor shall in no way limit the responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, agents and instrumentalities as herein provided. The Project Sponsor shall further require its contractors to indemnify, hold harmless and defend the City, its officers, agents, directors, and/or employees against any and all liabilities, claims, damages, suits, judgments and costs, including attorney's fees arising out of, or resulting from the contractor's negligence or omissions in connection with this project. The indemnification provided above shall obligate the Project Sponsor to defend, at its own expense, to and through appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at the City's option, any and all claims of liability and all suits and actions of every name and description which may be brought against the City whether performed by the Project Sponsor, or persons employed or utilized by Project Sponsor. This indemnity will survive the cancellation or expiration of the Agreement. This indemnity will be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conforms to the limitations of §725.06 and/or §725.08, Florida Statutes, as applicable. The Project Sponsor 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 Page 32 of 39 The Project Sponsor acknowledges that this Agreement may be terminated if the Project Sponsor materially fail to comply with the terms contained herein. 10.1 TERMINATION BECAUSE OF LACK OF FUNDS. In the event the City does not receive from its funding source sufficient funds to finance the obligations as described in this Agreement, or in the event that the City's funding source de -obligates the funds allocated to finance the obligations as described in this Agreement, the City may terminate this Agreement upon not less than twenty-four (24) hours prior notice in writing to the Project Sponsor. Said notice shall be delivered by certified mail, return receipt requested, or by in person delivery with proof of delivery. The City shall determine, in its sole and absolute discretion, whether or not funds are available. 10.2 TERMINATION FOR BREACH. The City may terminate this Agreement, in whole or in part, in the event, the City reasonably determines that either the Project Sponsor is not making sufficient progress with regard to the Project's construction (thereby endangering its ultimate performance under this Agreement) or is not materially complying with any term or provision of this Agreement following the giving of notice and the expiration of all applicable cure periods. The City may terminate this Agreement, in whole or in part, in the event that the City determines, in its reasonable discretion, that there exists an event of default under and pursuant to the terms of any other agreement or obligation of any kind or nature whatsoever of the 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. The City may terminate this Agreement, in whole or in part, 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 other agreement or obligation of any other Project sponsor or of any individual or entity executing this Agreement, to the City, direct or contingent, whether now or hereafter due, existing, created or arising, which event of default has continued beyond any applicable cure period. 10.3 Upon the occurrence of an Event of Default and the expiration of any cure period (in those circumstances for which a cure period is otherwise provided in this Agreement), and unless the Project Sponsor's breach is waived by the City in writing, the City may, by written notice to the Project Sponsor, terminate this Agreement upon not less than twenty-four (24) hours prior written notice. Said notice shall be delivered by certified mail, return receipt requested, or by in person delivery with proof of delivery. Waiver of breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. The provisions hereof are not intended to be, and shall not be, construed to limit the City's right to legal or equitable remedies. ARTICLE XI SUSPENSION 11.1 The City may, for reasonable cause, suspend the Project Sponsor's authority to obligate funds under this Agreement or withhold payments to the Project Sponsor, or both, pending Page 33 of 39 necessary corrective action by the Project Sponsor. Reasonable cause shall be determined by the City in its soleand absolute discretion and may include: (a) Ineffective or improper use of the Bond Funds by the Project Sponsor. (b) Failure of the Project Sponsor to materially comply with any term or provision of this Agreement; or (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 Bond Program, the City may utilize any enforcement measures it deems necessary. 12.2 RENEGOTIATION, MODIFICATION, OR SUBORDINATION. Modification of provisions of this Agreement shall be valid only when in writing and signed by the parties hereto. The parties agree to modify this Agreement if the City determines, in its sole and absolute discretion, that federal, state, and/or local governmental revisions of any applicable laws or regulations, or increases or decreases in Budget allocations, make changes to this Agreement necessary. The City shall be the final authority in determining whether or not funds for this Agreement are available due to federal, state and/or local governmental revisions of any applicable laws or regulations, or increases or decreases in Budget allocations. Moreover, the City shall determine in its sole and absolute discretion whether to subordinate the Mortgage, provided, that the City hereby acknowledges and agrees that the Loan and all of the Loan Documents (including, but not limited to, the Mortgage) shall be subordinate to the Permitted Senior Financing. 12.3 RIGHT TO WAIVE. The City may, in writing and for good and sufficient cause, as determined by the City in its sole and absolute discretion, waive provisions of this Agreement or seek to obtain such waiver from an appropriate authority. Waiver requests from the Project Sponsor shall be in writing. A waiver shall not be construed to be a modification of this Agreement. Page 34 of 39 12.4 BUDGET AND BOND ELIGIBILITY ACTIVITY TITLE REVISIONS. Revisions to the Budget shall be made in writing, and approved in writing by the City; however, such revisions shall not necessitate an amendment hereto unless the amount of the Loan to be granted hereunder is changed, or unless otherwise required by the City. A revision to the Bond eligibility activity titles under which this Agreement's objectives are classified shall not require an amendment hereto. 12.5 DISPUTES. In the event an unresolved dispute exists between the 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 ("City Manager") for determination. The City Manager will issue a determination within thirty (30) calendar days of receipt of a written request for resolution of the dispute and so advise the City and the Project Sponsor. In the event additional time is necessary, the City Manager will notify the interested parties within the thirty (30) day period that additional time is necessary. The Project Sponsor agrees that the City Manager's determination shall be final and binding on all parties, subject only to judicial review. 12.6 HEADINGS. The article and paragraph headings in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. 12.7 PROCEEDINGS. The Agreement shall be construed in accordance with the laws of the State of Florida and any proceedings arising between the parties in any manner pertaining or relating to this Agreement shall, to the extent permitted by law, be held in Miami -Dade County, Florida. 12.8 NOTICES AND CONTACT. All notices under this Agreement shall be in writing and addressed as follows: To City: With Copy To: City of Miami Department of Housing and Community Development 14 NE 1 Avenue, 2nd Floor Miami, Florida 33132 Attn: George Mensah, Director City Attorney City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 Attn: Victoria Mendez Page 35 of 39 To Project Sponsor: With Copy to: To Investor Member or: Special Investor Member: To Springing Member: Wynwood Works, LLC 2100 Coral Way, Suite 405 Miami, FL 33145 Terry M. Lovell, Esq. Bilzin Sumberg Baena Price & Axelrod LLP 1450 Brickell Avenue, 23rd Floor Miami, FL 33131 c/o RBC Community Investments, LLC 600 Superior Avenue Suite 2300 Cleveland, Ohio 44114 Attention: President and General Counsel Greystone Affordable Development RE Holdings, LLC 152 West 57th Street, 60th Floor New York, New York 10019 Attn: Andrew Frohlich, Esq. Email: Andrew.frohlich@greyco.com Except as otherwise provided in this Agreement, notice shall be deemed given upon hand delivery or five (5) business days after depositing the same with the U.S. Postal Service, 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 described as follows contain all the terms and conditions of the Agreement between the parties: Exhibit A Legal Description Exhibit B Scope of Work/Project Schedule Exhibit C Budget Exhibit D Form of Disbursement Agreement Exhibit E Affirmative Marketing Procedures and Responsibilities Exhibit F Form of Mortgage and Security Agreement Exhibit G Form of Declaration of Restrictive Covenant Exhibit H Form of Rent Regulatory Agreement Page 36 of 39 Exhibit I Exhibit J Exhibit K Schedule A Schedule B Signage Requirements Additional Insurance Requirements No Finder's Fee Affidavit Schedule of Permitted Financing Schedule of Permitted Subordinate Financing 12.11 WAIVER OF JURY TRIAL. Neither the Project Sponsor, the Borrower, the Project subcontractor(s), nor any other person liable for the responsibilities, obligations, services and representations herein, nor any assignee, successor, heir or personal representative of the Project Sponsor , the Project subcontractors or any other person or entity shall seek a jury trial in any lawsuit, proceeding, counterclaim or any other litigation procedure based upon or arising out of this Agreement, or the dealings or the relationship between or among such persons or entities, or any of them. Neither the Project Sponsor, the Borrower, nor the Project subcontractors, nor any other person or entity will seek to consolidate any such action in which a jury trial has been waived with any other action. The provisions of this paragraph have been fully discussed by the parties hereto, and the provisions hereof shall be subject to no exceptions. Neither party to this Agreement has in any manner agreed with or represented to any other party that the provisions of this paragraph will not be fully enforced in all instances. 12.12 GOVERNING LAW AND VENUE. This Agreement shall be construed and enforced pursuant to the laws of the State of Florida, excluding all principles of choice of laws, conflict of laws and comity. Any action pursuant to a dispute under this Agreement must be brought in Miami -Dade County and no other venue. All meetings to resolve said dispute, including voluntary arbitration, mediation, or other alternative dispute resolution mechanism, will take place in this venue. The parties both waive any defense that venue in Miami -Dade County is not convenient. 12.13 HCLC AWARD MEMORANDA. The award memoranda and decisions of the HCLC dated July 19, 2022, and November 16, 2022 (collectively, "Award Memoranda") are hereby incorporated by reference. To the extent of any conflict between the Award Memoranda and the Loan Documents and when interpreting the intent of the Loan Documents, whichever provision is strictest will control. To the extent of any conflict between the Award Memoranda, the most recent Award Memorandum controls. 12.14 COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. 12.15 INCREASE IN PROJECT COSTS. In the event that the Project's costs increase by ten percent (10%) or more of the Budget that is attached as Exhibit "C," and Project Sponsor is unable to secure the requisite funding to cover the additional expense within sixty (60) calendar days Page 37 of 39 before the Project's construction commences, then the City is permitted to recommend to HCLC that the Bond Funds should be de -obligated for this Project. 12.16 TENANT LOTTERY. The selection of eligible tenants to occupy the Bond Assisted Units shall be from the results of a tenant lottery, which shall be conducted with a representative of the City of Miami present. In addition, the Project Sponsors and the Bond Assisted Units shall comply with the requirements of the City of Miami Ordinance #13645 regarding Resident Preference. 12.17 COSTS, INCLUDING ATTORNEY'S FEES. The Project Sponsor agrees to pay when due for which an invoice is provided, all reasonable costs and expenses in connection with the administration or monitoring of compliance with this Agreement and all related documents and any other documents which may be delivered in connection with this Agreement or the transactions contemplated hereby, including, without limitation, the reasonable fees and out of pocket expenses of the City and of counsel and any agents or consultants for the City, with respect thereto, in connection with the. administration or monitoring of this Agreement and such other documents as may be delivered in connection herewith. In addition, the Project Sponsor shall pay any and all stamps and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement and such other documents as may be delivered in connection herewith, and agrees to save the City harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees. In the event litigation, arbitration, or mediation, between the parties hereto, arises out of the terms of this Agreement, each party shall be responsible for its own attorney's fees, costs, charges, and expenses through the conclusion of all appellate proceedings, and including any final settlement or judgment. 12.18 The Borrower's obligations pursuant to this Agreement shall be binding upon and inure to the respective heirs, personal and legal representatives, trustees and successors and assigns of the parties hereto, including each and every such 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 Any references to federal regulations and programs in this Agreement and its exhibits are intended to be for illustrative purposes and not an indication that the Project is specifically subject to the cited regulations. Nonetheless, if this Agreement requires the Project Sponsor to comply with referenced federal regulations and programs, the City and the Project Sponsor agree that compliance shall be required as if the Project was subject to those federal regulations and programs, unless otherwise determined by the City in its sole discretion. 12.20 Project Sponsor specifically acknowledges and agrees to comply with City of Miami Ordinance No. 13491, § 2-415. Page 38 of 39 12.21 The parties hereto agree that the Loan is non -recourse except that the exceptions to non -recourse liability applicable to any Permitted Senior Financing shall also apply to this Loan. [Signatures on Following Pages] Page 39 of 39 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their undersigned officials as duly authorized. PROJECT SPONSOR: WITI SES: WYNWOOD WORKS, LLC, a Florida limited liability company By: Wynwood Works Manager, LLC, a Florida limited liability company, its manager By: Magellan Housing LLC, a Florida limited liability company, its manager By: �'✓/ 1 Nikul A. Inamdar, Member ACKNOWLEDGMENT STATE OF FLORIDA } COUNTY OF MIAMI-DADE } SS: The foregoing instrument was acknowledged before me by means of physical presence or 0 online notarization this 1 5k day of May, 2023, by Nikul A. Inamdar, as member of Magellan Housing LLC, a Florida limited liability company, the manager of Wynwood Works Manager, LLC, a Florida limited liability company, the manager of Wynwood Works, LLC, a Florida limited liability com any, on behalf of the companies, who is personally known to me or has produced TQ� L as identification. AVuev KPTHERRHESUAREZ .� o .•`� �i ,° oe Comm W16 23277Entives7 Notary tate of Florida at large IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their undersigned officials as duly authorized. ATTES . B Todd H Date: APPR REQU Ann -Marie Sharpe Director of Risk anag ent APPROVED BY DEPARTMENT OF CO ITY & ECONOMIC DE 1 L I MENT George Departme Co i unit ir• tor, o s t& e p -nt CITY: CITY OF MIAMI a municipal corporation of the State of Florida By: Arth Norieg City Manager APPROVED AS TO FORM AND CORRECTNESS: Victims Mendez City Attorney Rv2 23-31`� Exhibit A LEGAL DESCRIPTION LOT 7, BLOCK 3, LESS 77fE WEST 20 FEET THEREOF, OF BAY VIEW AOD/RON TO MM M1 ACCORDING TT7 THE PLOT THEREOF, AS RECORDED IN PLAT BOOK B AT PAGE 107 OF TTJE PUBLIC RECORDS OF MIAMI-1W)E COUNTY FLORIDA. TOGETHER WITH; BEGIN AT THE NORT»SST CORNER OF THE SOUTHWEST 1/4 OF THE SOUTHWEST 1/4 OF THE SOUTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 25, TOWNSHIP 53 SOUTH, RANGE 41 EAST, Mil-DADE COUNTY FLORIDA; THENCE RUN SOUTH 85 FELL THENCE RUN EAST TO THE RAILROAD RIGHT OF WAY OF THE FLORIDA EAST COAST RAILWAY; THENCE RUN NORTHERLY ALONG SAID RIGHT OF WAY 85 FEET; MORE OR LESS, TO A POINT DIRECTLY EAST OF THE PONT OF BEGINNING; THENCE RUN WEST 135 FEET, MRE OR LESS, TO THE POINT OF BEGIN1I' , LESS THE NEST 35 FEET THEREOF. TOGETHER W7TNh COMMENCING AT A POINT 85 FEET SOUTH OF THE NORTHWEST CORNER OF THE SOUTH 1/2 OF SOUTH 1/2 OF SOUTHEAST 1/4 or THE SOUTHEAST 1/4 OF SECTION 25, TOWNSHIP 53 SOUTH, RANGE 41 EAST THENCE RUN SOUTH TOO FEET THENCE RUN EAST PARALLEL ATM THE NORTH BOUNDARY OF SAID SOUTH 1/2 OF THE SOUTH 1/2 OF THE SOUTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 25, TO THE WEST LINE OF THE RIGHT OF WAY OF T1IE FLORIDA EAST COAST RAILWAY COMPANY; THENCE RUN IN A NORTHERLY DIRECTION AND ALONG THE WEST LINE OF THE RIGHT OF WAY OF THE FLORIDA EAST COAST RAILWAY COMPANY TO A P01NT DUE EAST OF 7HE POINT OF BEGINNING; THENCE RUN WEST AND PARALLEL WITH THE NORTH BOUNDARY OF SAID SOUTH 1/2 OF SOUTH 1/2 OF THE SOUTHEAST 1/4 OF THE. SOUTHEAST 1/4 OF SECTION 25 TO THE PLACE 0R PONT OF BEGINNING, LYING AND BENBENG IN Mt4MJ-DARE COUNTY, FLORIDA; EXCEPTING FROM THE ABOVE MENTIONED TRACT, 20 FEE' OFF THE WEST SIDE OF SAID PROPERTY CONVEYED TO 17IE CITY OF Md4U/ FOR STT E cT PURPC SES ;AS SHOWN BY DEED RECORDED IN DEED BOOK 361, AT PAGE 355 OF THE PUBLIC RECORDS OF i1AMI-DARE COUNTY FLORIDA, AND ALSO LESS THE WEST 15 FEET THEREOF FOR ADDITTO14L RIGHT-OF-WAY., SAID LAN 5 ALSO MOWN AS: A PORTION OF LOT 7, BLOCK 3, OF BAY VTEIV moan V To MIAMI, ACCORDING TO T71E PLAT 7HEYEOF, AS RECORDED IM PLAT BOOK 5, AT PAGE 107 OF THE PUBLIC RECORDS OF MbIMI-DADE COUNTY, FLORID AND A PORTION OF THE SOUTH 1/2 OF THE SOUTH 1/2 OF THE SOUTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 25, TOWNSHIP 53 SOUTH, RANGE 41 EAST, MORE PARTICULARLY DESCRIBED AS FOLLOWS COMM.LICINC AT THE NORTHWEST CORONER OF THE SOUTH 1/2 OF THE SOUTH 1/2 OF THE SOUTHEAST 1/4 OF THE SOUTHEAST 1/4 Cr SECTION 25, TOWNSHIP 53 SOUTH, RANGE 41 EAST THENCE RUN N 8955'17' E FOR 35.00 FEET TO THE POINT OF BEGINNING;; THE NEXT DESCRIBED LINE Bf7NG ALONG A LINE 35 FEU EASTERLY OF THE CENTER LINE OF NORTH MAW AVENUE, THENCE N 00'16'34" 5 FOR 34.42 FELT TO A POINT ON THE NORTH LINE OF LOT 7 THENCE S 89'50"00" E ALONG S4I0 NORTH LNE OF LOT 7, FOR 108.40 FEET TO THE WESTERLY RIGHT OF WAY OF THE FLORIDA EAST COAST RAILWAY COMPANY, ]THENCE S 135330' W ALONG SAID RIGHT OF WAY FOR 22553 FLLI; THENCE S 89'55'17' W ALONG A LINE SOUTHERLY OF AND PARALLEL MTTH THE NORTH BOUNDARY OF SAID SOUTH 1/2 OF SOUTH 1/2 OF THE SOUTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 25 FOR 55.29 FEET, THENCE N 00'1 31 " E ALONG 711E LINE 35 FEET EASTERLY CF CENTER LINE NORTH MAW AVENUE FOR 185.00 FEET TO THE PONT OF BECINNINO: Exhibit B Scope of Work/Project Schedule • T•a •••• =••- •••r4•••rr •4 •yy *go..M •ram 1•4 •• ••••••• •4 • 4a•N •enter • uu •n r•allo •••rum ••n • a Y- ��• r4 ...,W r.. OM r uva», • u,w• •4 Is 14 4 •a MN m.r: •••.+•• •••mw•.r16/1+m'+.4. •.•-- - Ez I ~ I My len ell. NOP .110120. MI 1.12 MOW r4 w 01011.011 mow. WM . U.N. III • • 2.20 11.11.0012.001.011.0. • rr u.. e..0 •. nu. r�aa iwr... L w.11I6M1. r s • • • • eeeeeneei e11,1 I_1r......_ m m vn.• = Win. IrOximadirsormodlorrIddoing• Yap marl. *V. MOO In n1 OM. oddlarOlin m.o. Mao Libarovolorosimsredoroloor MOO ...MVO ONION WOW 010. esnceese!ese III • • • 0. • ▪ • • • 117.11.100. .1.74.101.11 ooroddrvbrwas • avosdooro '"I oreselrovvevora .." LZ :Ito} ,1110 p. MOO w.ir• •.rM. .1 r.. or '13 ▪ wow. roes no. sow room* too vvenderl ed. %KM ...• .11. a...�...... ... ..vain... ... Os .......a. -cam ..v+ . .v,v+ 0. 44. • ▪ • NOV •••••••ods dorvidrosodo err.. worms rooms romoldst Exhibit C Budget CITY OF MIAMI DEPARTMENT OF. HOUSING AND COMMUNITY DEVELOPMENT SOURCES AND USES: NEW CONSRUCTIONIREHABILITATION AFFORDABLE RENTAL HOUSING APPLICANT: Wynwood Works, LLC 'PROJECT NAME: Wynwood Works Financing Sources:. Specify Name Total Protect_ % City of Miami � Loan Dade HFA Tax Exempt - - Bonds NRD-1 Public Benefits Trust Fund OMNI CRA Contribution OMNI CRA Land' Contribution TaitCred'd :Equity Investment Deferred Developer's Fee Land Acquisition 6;000,000 10% -6,000,000 Hard Costs 36,685,800 Construction.(incl. Site work) 59% 3,500,000' 8,950,000: 3,500,000 9;900,000 10,835,800 Construction:contingency 1,821,790 3% 1,821,790 Construction: Concrete/Soil Test '0% Appliances 300,000 ,0% 300,000 Construction Supervision 350,000 1% - 350,000 Total Hard Costs 39,157,590 63% 3,500,000 8,950,000 `3,500,000 9,900,000 - 13,307,590 - Soft Costs 1,023,655 2% - 1,023,655 Arch Design; Civil Engineering Impact & School Fees 734,922 1% - 734,922 Permits / Fees . 287,500 .0% - 287,500 Legal 386,258 1% .- 386,258 Licenses / Environmental / Util Fees 204,831 0% - 204,831 Appraisal/Surveys 78,000 -0% .78,000 Insurance: Construction Period 300,000 0% - 300,000 Marketing/Advertising. 152,100 -0% - . . .152,100 Loan Closing/ Financing Fees 614,750 1% - . .614,750. Interest/Carrying-Costs 3,478,808 '6% .- 3,478,808 Title Insurance &.Recording 125,000 0% - 125,000 Taxes - 160,000 0% - - - 160,000 Construction Acctg 50,000 0% - 50,000 Tax Credit Fees 415,538 1% .415,538 Bond Issuance Costs 723,450 1% . .. .. 723,450 For Use by City: City incurred costs Operating Deficit Reserve . 708,792 708,792 Developer'sFees &Overhead 7,391,729 12% 1,002,489 .6,389,240 Soft Cost Contingency 100,000 0% - 100,000 Total Soft Costs 16;935,333 27% - .. - - - 10,546,092 6;389,240 Total Protect Cost 62,092,923 100% 3,500,000 8,950,000 3,500,000 9,900,000 6,000,000 23,853,682 6,389,240- Exhibit D Form of Disbursement Agreement Exhibit E Affirmative Marketing Procedures and Responsibilities Note to all applicants/respondents: This form was developed with Nuance, the official HUD software for the creation of HUD forms. HUD has made available Instructions for downloading a free Installation of a Nuance reader that allows the user to fill -In and save thls form In Nuance. Please see for the instructions. Using Nuance software Is the only means of completing this form. Affirmative Fair Housing Marketing Plan (AFHMP) - Multifamily Housing U.B. Dsperbnertt 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) Wyn North M elms i Avenue Miami, FL 33127 1 b. Project Contract Number lc. No. of Units 120 id. Census Tract 27.02 • 1e. Housing/Expanded Housing Market Area Housing Market Area: Miami -Dade County Expanded Housing Market Area: Mlaml-Ft. Lauderdale, Pompano If. Managing Agent Name, Address (Including City, County, State & Code), Telephone Nurrtber & Email Address Gatehouse Management, Inc., 120 Forbes Boulevard, Suite 180, Mansfield, MA 02048 50S337-2500, rohmk©getehousemgteom lg. ApplIeScinfOwnerlDeveloper Name, Address (Including City, County, Stale &Zip Code), Telephone Number & Ems Address Wynwood Works, LLC, 2100 Coral Way, Suite 405, Miami, FL 33145 305-528-0188, mdc.inamdergmagellandev.com 1 h, Entity Responsible for Marketing (check all that apply) Owner ❑✓ Agent ❑ Other(specify) Position, Name Of known), Address ( indudIng City, County, State & Zip Code), Telephone Number & Email Address Gatehouse Management, Inc., 120 Forbes Boulevard, Suite 180, Mansfield, MA 02048 508-337-2500, rohmk02getehousemgt.com 11 To whom should approval and other correspondence concerning this AFHMP be sent? Indicate Name, Address (Including City, State & Zip Code), Telephone Number & E•Mall Address. Kimberley Rohm, Met VP, Gatehouse Management, Inc., 120 Forbes Boulevard, Suite 180, Mansfield, MA 02048 508-337-2508, rohmk©gatehouaemtcom 2a. Affirmative Fair housing Marketing Plan Plan Type Initial Plan Reason(s) for current update: Date of the First Approved AFHMP: 2b. HUD,Approvsd Occupancy of the Project (deck an that apply) Elderly Family 0 Mixed (Elderty/Dlaabled) El Disabled 2c. Data of Initial Occupancy 2d. Advertising SLR Date Advertising must begin at least 90 days prtor to Inhlal or renewed occupancy for new construction and substantial rehabilitation projects. Date advertising began or will begin For existing projects, seiect'beow the reason advertising will be used: 01/01/2024 129/012023 To fill existing unit vacancies El To place applicants on a waiting list 0 (which currently has n Individuals) To reopen a dosed waiting Yet 0 (which currently has Individuals) Previous editions are obsolete Page 1 of 8 Form HUD-936.2A (12/2011) 3a. Demographic's!Project awl Housing Market Area Complete and submit Worksheet1. •3b.Targeted Marketing'Activity BasedcnyourcompletedWorksheet1,Indicats:whichdemographicgroup(s)IntheIcv IrigMenetarsetsfarefeastIkelytoapplyforthe housing without specie! outreatlt efforts. (check all that apply). dWhio 0Amerlean IndianorAleskeNethe ©Asjan Native Hawaiian or Other.Paclfic islander ® Hispanic or Latino ❑Fammesircdh Children DOther ethnic group, religion, etc: (spaoify) ® Brack or African American © Persons with RisablfUes 4a Residency Preference. Is the owner requesting a residency preference? If yes, complete questions 1 through 5. 1Please Select Yes or No 1 If no, proceed to.Block4b. (1) Type' Please Select Tine . (2) Is the residency preference area: The same as the'AFHMP housinglexpanded housing market area as Identified fn Block le? Please Sled Yes or No --. The eeme as the residency preference area of the local PHA In whose Jurisdiction the proJect is bcsted? (3) What le the geographic area for the residency -preference? (4) :What is the reason for having a residency preference?- ,, m `Please Select Yea or No (5) , How do you plan to pwtodlcaly_evaluste your.resldency. preference to ensure that Ms In aeoord aew With the non-dlscrtmfnatlon- and.equal opportunity requirements In 24 CFR 5.105(a)? .Complete bnd thubmitWodraheet 2 when requesting a residency preference (see also 24 CFR 5.655(cX1)) for residency 'preference'requirements. The regulremerds In 24 CFR 5.855(cX1) WO be used by HUD as guidelines for"evaluating residency preferences consistent with the.appllcable HUD program requlremenls. See also HUD Occupancy Handbook (4350.3) Chapter 4, Section 4.6 for addftlonal guidance on preferences: 4b. Pr intend Marketing Adherent Community Contacts Com'ple a and submit Wod®haat 3 to describe your use of cannwndy contacts to market the project to those least likely to. apply. 4a Proposad Markethig Acttvitles: Methods of Advertising Complete end submit Worksheet 4"to desedbe ymir propased methods of advertising that will, be used to market to those least likely to apply. Attach copies of advertisements, radio and tetevalen scripts, Irternet- adve tisamerds, Webafes, and brochures, etc. Previous editions are obsolete Page 2 ot.8 Form HUD-935.2A (1212011) 5s. 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 location where. the Pester -will be diaplayed, ©Rsntel office ❑ Reel Eateis Office 0 Model pi* p Other (specify). 5b.Affmrative Fair Housing Marketing Plan The AFHMP must be avallable for public inspection at the s a_ les_ or rental Oise (24 CFR 20.0:825): Check *owe!! Iona! ions wherethe AFHMP will tie made available. ❑p Rental office 0 Real Estate office ❑ Model unit 0 other.(apecifyri 5c. Project Site Sign Project Site Signs,. if any, must display in a conspicuous positlon the HUD approved Equal Housing Opportunity logo, slogan; or statement (24 CFR 200.620(f)). (heck_below ati locations where the Project Slte Sign will be displayed. Please'submlt photos of Project,' signs. ❑ %Mei Office ❑Red Estate Office ❑ Model Un t © Entrance b project_ ❑ Other, (specify) The size of the Project Site Sign will be x TheEqual Horiaing Opportunity logo orsiogen.orstatement Will be: sign size unknown t3. Evaluation of Marketing Activities �. Exelain the evaluation process you will use to determine whether your marketing activities have been successful in attracting Individuals least likely to apply. how often mat make this deterrninatlan, and how, you Will make dedsbns about future marketing' based on the evaluation emcees. During the lease up process of WWyyrrwood Works, weekly marketing meetings will take place between the'Senlor VP, at VP, Director of Compliance, Regional Matanager, Community Director and Senior Leasing Manger of Gatehouse Management, Inc. Through Gatehouse's systematic lease up process, its affirmative fair marketing efforts will be evaluated through.the following methods: Outreach marketing logs, which will record in detail the visits to Community Contacts outlined in this plan. Malts to area businesses, places of worship, advocacy groups social service agencies and Section 8 offices will be examined. -The results of various advertising methods will be reviewed for effectiveness in reaching prospective residents. The leasing traffic (telephone calls and visits to the property) generated from the advertiaing and -outreach marketing Nell be evaluated. ourcea of leasing traffic will be discussed and repeated or adjusted as needed: - Leasing Consultants will be evaluated by a third party company to ensure that all aspects of their teasing presentation are commensurate with GHM policies and procedures and that they are meeting the objects of the lease up of the community. They will assess their performance on the telephone end during their visit to the property end evaluate their presentation to ensure that the Leasing Consultant la adhering to all aspects of the Affirmative Falr Housing Marketing Plan and the Fair Housing Act Previous editions are obsolete Page 3 of 8 Form HUD-9352A (12/2011) 7a Marketing Staff What staff positions are/will be responsible for affirmative marketing? The Senior VP, Assistant VP, Director of Compliance, Regional Manager, Community Director and Senior Leasing Manager of Gatehouse Management, Inc. will be resporisibie for the affirmative marketing plan for Wynwood Works. 7b. Staff Training and Assignment AFHMP (1) Has staff beentrained on the AFHMP? Yes (2) Has staff been Instructed in writing and orally on non-discrimination and fair housing policies as required by 24 CFR 200.820(c)? Yes (3) If yes, who provides Instruction on the AFHMP and Fair Housing Act, and how frequently? Prior to the beginning of the lease up process and thereafter on an annual basis, all members of the Gatehouse Management, Inc., team are provided with Instruction on theAFHMP and Fair Housing Act (4) Do you periodicallyassess staff skids on the use of the AFHMP and the application of the Fair Housing Act? Yes (5) If yes, how and how often? On an annual basis, Leasing Personnel are required to take Falr Housing training through Grace Hill,'a leader In on-line training for the multi -family industry and are evaluated by a third party company for adherence to the-AFHMP and Fair Housing Act -To-. Tenant Selectku Tiltnln®IStafi . (1) Has staff been trained on tenant selection In accordance with the pruject's occupancy policy, Including any residency preferences? Yes (2) What staff positions are/will be responsible for tenant selection? The Director of Compliance, Regional Manager, Community Director, Leasing Manager and Leasing Consultants will be responsible for ensuring that all applicants meet the Criteria for Resident Selection for Wynwood Works. 7d. Staff Instruction/Training:. - - Describe AFHMiFair Hoiising Act staff training, already provided or to be provided, to whom it washnid be provided, content of traWng,. and the dates ct past end antldpated baffling. Please include copies of any AFHM/Falr Housing staff training materials. - Leasing Consultants are required to take Fair Housing training through Grace Hill (www:gracehill.com), a leader in on-line training for the multi -family Industry. New Leasing Personnel must complete Fair Housing and Fair Housing II courses within the first week of employment (and prior to having anycontact with the public). All leasing personnel repeat this training on an annual basis. In ddition,a cp:ony itf , dr �p�l�dr Gatehouse Management, Inn. must sign a copy.of Gatehouse Management, Ins.'s "Fair Housing Pol Pravlous editions are obey Page 4 of 8 Form HUD-9352A (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. The targeted demographic groups for this Afflnnative Falr.Housing Marketing Plan were identified using oensuaInformation using the www.census.gov and www.censuareporter.org. - 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'a Affirmative Fair Housing Marketing Regulations (see 24 CFR Part200, 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-su_nutting this Plan :& Date of,Suumtssion Imm/ed/yyyy) �t ?�JrCf LC. . Na'me. (type o mt) Kimberley Rohm ?die :&. Name of Company Aaslatant VP, Gatehouse Management, Inc. For HUD -Office of Housing Use Only Reviewing Official: For HUD -Office of Fair Housing and Equal Opportunity Use Only ElApproval Disapproval Signature & Date (mmldd/yyyy) Signature & Date (mm/dd/yyyy) Name (type or. print) Title Previous salons ere obsolete Page 5of 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 erdsting data sources, gathering and maintaining the data needed, and completing and review ng 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 unsubatdlzed multifamily housing programs with five or more units (see 24 CFR 200.615) must complete this Affirmative Fatr 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 IndMduala 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 end 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 pudic 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 end unsubsidized multlfamtiy housing program applicants. INSTRUCTIONS: Send completed form and worksheets to your local HUD Office, Attention: Director, Office of Housing Part 1: Applicant/Respondent and Protect Identification, Blocks le, 1b. lc, 1g, 1h, and 11 aresetf- explanatory. Block 1 d- Respondents may obtain the Census tract number from the U.S. Census Bureau when completing Worksheet One. Block 16- 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 proJed owner/agent may reasonably expect to drew 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 statue, 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 Previous editions are obsolete Part 2: Type of AFHMP Block 2a- Respondents should indicate the status of the AFHMP, i.e., Initial or updated, ea 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/wlll 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 wafting list Please Indicate how many people are on the welting list when advertising begins. Page6of6 Form HUD 935.2A(1212011) Part 3 Demographics and Marketing Area. 'Least:likely to apply" means that there Is an identNthtile presence of aspeclflo demographic group in the housing -market area, but members_of 'that group are not likely to apply for the housing without targeted oulroach,'induding marketing materiels in other languages for limited English proficient individuals, and aRemetive formats for penrons with disabilities. Reasons for not applying may Include, but are trot limited to, insufficient Informatton_about housing opportunities, language .berriers,'or transportation impediments. Block 3a : Using Worksheet 1, the respondent should indicate the demographic cemposition of the project's residents, current project applicant data, census.tract, housing market area, and expanded housing market area. The applicable hosing market area and expanded housing market area should be Indicated In Block le. Compare groups within rows/acress 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 .lass that has ae identifiable Presence In the housing market area, but is not included in Worksheet 1, please specfy under 'Other.' Respondents should use the moat current demographic data torn the U.S. Census oranother oftidal source such as a !odd gcvemment planning office. Please indicate the source of your data In Part 8 of this form. Block 34- Using the Informafbn from the cempleted Worksheet 1,, respondents should Identify the demographic group(s) least ilkely.'to apply for the housing without epedai outreach efforts by checking 'all that apply. Part 4- Marketing Program and y Praferenoe (if any). Block 4a - A residency preference Is a preferencefor admission of persons who reside or work In a specified geographic area (see 24 CFR 5.665(cx1)(11)).Respondents should.indleate whether a residency preference la being- utllized, end If so, respondents should specify If !Us new, revised, or continuing. If a respondent wishes to utilize a residency prefarence, Itmuststatethe preference area (and provide a map delineating the precise area) and state the reasonfor having ouch a preference. The respondent must ensure that the preference Is1n accordance with the non- disaiminatlonand equal opportunity requirements -In 24 CFR 5.105(a) (see 24 CFR 5.655(cx1)). Respondents should use Worksheet 2 tq show how the percentage otter eligible population living or working in the residency preference area compares to that of residents of the project, project applicant data,.eensus'tract, housing market area, and expended houstng:merket area. The percentages would be theism] es shown on oompleted Worksheet 1.: Block 4b - Using Worksheet 3, respondents should describe their use of community contacts to heip market the project to those least likely to apply. This table should indude'the name of a tented person, his/her address, telephone number, prevlous 'experience working with -the target populatlon(e), the approximate date centact,wasMfii tie initlated,-end 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 ilk.*to_ apply: This table should Identify each media' option, the reason for choosing this 'media,'and, the language of the advertisement. Akemstive format(s) thetwill be used to reach persons with disabilities, and logo(s) that will. appear on' the Various materials eals (as wall as their size) should bdescribed: Please attach a doily of the advertising or marketing mateial. Part 5—Avalleibllity of the Falr Housing Poster, AFHMP; and Project Site Sign. Block 6a -The Fair Housing ,Poster must be prominently displayed In all offices in which sale or rental activity takes. place (24 CFR 200.620(e)). Respondent§ should Indicate all 'Iodations where the Fair Housing Poster will ire displayed. Block 6b :The AFHMP must be available for public Inspection et the sales or.rent l office (24 CFR 200.825). Check all of the locations where the AFHMP will be available. Block 5c-The Protect She Sign must display to °conspicuous position the HUD -approved Equal Housing Opportunity logo, slogan, or statement (24 CFR 200.1320(f)). Respondents should indicate where the Project Slte Sign will bedlaplayed, as well as the size of the Stgn:and the alze of the loge, slogan, or statement. Please iubmlt.photographs of protect site signs. Previous editens are obsolete Page 7cf8 Form HUD-935.2A (12/2011) Part 8 - Evaluation of Marketing Activities. Respondents should explain the evaluation process to be used to determine if they have been succeseful In attracting -those Individuate identified as least likely to apply. Respondents should also explain how they wN make decbbns about future marketing acttvltles based on the -evaluations. Pert 7-.Merk8ttng 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 perlodlcally 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 Bock 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 poartons that arelwill be responsible for tenant selection. Block 7d - Respondents should Include copies of any written -matertels related to staff training, and Identify the dates of past and anticlpated training. Part 8 -Additional Considerations. Respondents should describe their efforts not previously mentioned thatwerelare planned to attract those Individuals least likely to apply for the subject housing. Previousedlt ons are obsolete Part9 - Review end: Update: By eigning the respondent assumes responeibllfty.for implementing the'AFHMP. Respondents mustreviewtheir AFHMP every five years or when the iocatCommuntty Development Jurisdiction's Consolidated Plan le updated, or when there arealgniticant changes in the demographics of the projector the local housing market area. When reviewing the plan, the respondent should consider the airrent demographics of the housing market area to determine tf ttieretheve been demographic Changes In the'population In terns -of race, color, national orfglnr religlon, sex, famlliat status, or disablltty. The respondent will then determine f the population least to likely to apply for thehousing is still the population Identified in the AFHMP, whether the advertising and publicity cited In the current AFHMP are still eppropriete,'cr whether advertising sources should be`modlfied or expanded. _Even If the demogrephlcs, of the housing market, area have not -changed, the respondent should determine, li the outreach .currently being performed is reaching those:It Is intended to reach as meresured by project occupancy end applicant data ff 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' tire AFHMP. If 'paged on'their review, respondents determine the does not.need tote revised, they ahould:malntaln'a file. documenting what was reviewed, what was found as a result of the revlewrand why no changes were_requlred. HUD may revlew this .decumentat on. .Notlflc atlori of Intent to.Be'gln Marketing. No later than 90days,prior to the initiation of rental marketing aotivitiee, the respondent must submtt notification of Intent to begin marketing. The notification Is required by the AFHMP CotnplianceRegutatlons (24-CFR:108.15). The Mottflca0en Is subrtttted to the Office of Housing In the HUD Office servicing the locality In which the proposed housing will be located. Upon recelpt of the Notiflcatlon of Intent to Begin Marketing from the apellcant,'the monitoring office wflfreview any previously ,approved plan end mayachedulea pre-occupancy.conference. Such conference will be held_ prior. tic Initiation of eales/rental marketing activities. Atthls Conference, the prevlousiy -approved AFHMP will be reviewed wlth the applicant to ' determInel the plan, andlor Its proposed:implemetation, requires modification pdcrto initiation of marketing In order to achieve the bbJectives of the AFHM regulation and the plan. OMB approval of the AFHMP Includes approval of this ;not ficat on procedure aspartof the AFHMP. The burden hours far such noti0cation,are Included In the total designated for this AFHMP form. Page Sofa Form HUD-935.2A (12I2011) Worksheet 1: Determining Demogrrrphlo Groups, Least Likely to Apply for Housing Opportunittos (So® AFHMP, Block 3b) friths respective columns below, Indicate the percentage of demographic groups among the project's residents, current_project applicant data, census tract, housing market area, end expanded housing market area (See_instructlons toBlock le). If you are a new conetructlon or substantial rehabilitation project and do not have residents or project applicant data,.only report Information for census tract, housing market area, and expended market area The purpose of this information is tsldentlfy any under-representatoon of certain demographic groups Interim of retie, color, national origin, religion, sex, familial statue, or disability. Inhere Is significarit under -representation of any demographic group among.pruject residents or current sppflcants In relation to the housing/expanded houcing market area, then targeted outreach end marketing Should be directed towards theselndlviduale least likely to apply. Please indicate under -represented groups In Block 3b. of the AFHMP. Please attach maps showing both the houalng market Brea and the expended keening market area. Demographic Charactertatles _Pmj cts Residents Project's . Applicant Data Census Tract Housing Market Area Expiated - -- Naming Market Area %White 40.8 79 29 % Black or African American r 9.7.. 17.,7 20 ... %.Hispanic or Latino 80.1 89.4 48 %Asian - - .- 1.9 1.8- 2 % American Indian or Alaskan Native .3 . : = 0 . 0 % Native Hawatlan or Pacific Islander — 0 0 0 %Persons %Mth.. DistiduPes n/a 10 6.8 _, % Fancies with Children .• underthe age of 18 .Other (specify,— _ . " - Worksheet 2: Establishing a Residency Preference Area (See AFHMP, Block 4a) Complete thle 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 5.855(cx1)(II)). If a residency preference le utilized, the preference must be in accordance with the non dlscrlminallon 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 compass to the demographics of the projects _residents, applicantpar data, census tract, housing market area, and expanded housing market area. Please attach a map Clearly dellnsating the residency preference gsogrsphlcal one.. Demographic CharactodsNa Project's Residents tasdetermined in Worksheet 1) Project's Applicant Data (as determined in Worksheet 1) • Census Tract (as determined In Worksheet :.determined • 1) Housing Market Area (es in Worksheet 1) ' Expanded Housing West Area (es determined In Worksheet 1 ) Residency - PreferonceArea (If applicable) % White % Black of African American • .% Hispanic or Lalno %Asian %American Indian or Alaskan Native : % Native Hawaiian" or Pacific Islander % Persortswtth '. Disabilities % Famines with Children under the' age of 18 Other (specify) ' Worksheet 3: Proposed Marketing Activities —Community Contacts (See AFHMP, Block4b) __ 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 waslwlll be initiated, and the spacffic role they will play In assisting with the affirmative fair housing marketing. Please attach additional pages If necessary. Targeted Population(a) Community Contact(s), Including required Information noted above. see attached ' I Wahcsheet4: Proposed Marketing ActlWtlee _ Methods of Advertising (See AFHMP, Block 4cj. ,Comptetethe following table byldentIf 1ng Our tsrgetedmarketing populatton(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, etate.the means of advertising that you will use as applicable to that group and the reason for chocstng thla media. In each btodt, In addition to specifyingthe media that will be used (e.g., name of newspaper. televlslon station, webalte, location of bulletin board; etc.) state any languages) In which the material wtU be provided, Identify any alternative format(s) tribe :used (e.g. Braille, large print, etc.), and specify the logos) (as well as size) thatwill appear on the various materiels. Attach additional. pages, if necessary, for further explanation. Please attache copy of the advertising or marketing material. Targeted Poputatton(s)--. + Methodabf Advertising j . Tsrgetad Population: Targeted Poputatipp: . .Targeted Population: Newspaper(s) see' attached Radio Stetion(e) TV Statlon(s) Electronic Media Butiatln Boards Brochures. Nodose. Flyers Other (speclry7 Opportunity Zone. ; 4 4 I NW 271h St DIVIWN4tI Sth St I or 1 6 l4 . < CO" Una Park 1.1;t Woad! Pad. t *StS 4thI iramuort kirsli —15.6rni https://cypportunitydb.mags.arcgis.r.oreapps/Embed/index.html?web... 21st 2dt h St Durham Rad. PWth5t f4W Ca St NW 3rdSt NW 1st St yt Flagier St CD ew 1st st sW 4th 13t SW 5111 SW 3rd St 32nd St St.lanw 291/1 St SW 2rtdSt 27th St sat st 23td 1 g Z NE Sth SI NE 3rd St NE Zsr! St f`' NE isf at I lst St SE Mei St Er 1 2/7/2022, 2:47 PM � f ; amiurban - Miami metropolitan area - Wikipedia https://enwikipedia.org/wila/Miami metropolitan_area#/media/File:... I of 2 2/7/2022, 2:54 PM Target Population(s) Methods of Achrettising Targeted Population Targeted Population TargetedPopulation . Dialici Las Americas (Chosen because it is, published in Spanish) Hispanic The Miami TimeS (Chosen because its targetaudience is African American) African American The United Chinese News of Florida (Chosen because it is published in rhineSe) Asian Property Website (Has capacity to translate Into Multiple languages) Asian African American Hispanic Communitv Contacts • .. 1 .......Targeted Ponol•tion ,. ,... _... . • Cornea .. '• - Contact - • - - -- Tftla - - ' - . Address"- -. ' ' Cittr,-Stitto Zip: . Phone - Comment Mint • Asian Marian , Panamint of Florin . aisle Tung Presiderd • 8513 12.5111 Street _ . . . an. Vara, R.33101, t The Aslin Arewlowi Federibon of Florida provides a ; variety et services trid everts fertile Aslan Commanityiretuding esnlang tot h housing. smels7rnerit,lengusio bateau and convisaty ordreireh events. . . _ . , Hispanic Hispanic Cliitaton' Rosa Kruse . . . . . PresIderd '6859 W. Magi* ' . . ' cordow. FL - c s' ' 33134 , . . • 305-202-0060 . laperdeCesibion pmvides job plecemenkhallal eocirA Berke% pro-bono immigration erovidane. you', a Way oxneeling kW Ms kat Mommority. ' ; Dtsabled • .Jesste HealtTins Canter, Inc. Canresty - h', . „ . .. ,,. Newnan --„,.— CEO. 5381 NW 22nd ' Avenue . Worni; R. 33142 ' . 30583/43400' Jessie trito Carennity inalin Centainthe a grader choir:eln!aempowers her/Inns 4? itches' Ilfslore wellness. . .... ,.. , - . , Disat4ed;a1 Paginates : 1 Miami Dada County ' Cargramily Adion end Social Fontes . . . . • - Senna Cate' • ' . Director • .._ RR N1N1eICL'1OM Fi _ . - . . . . i ' '-‘• : Mind, FL 331 id . i . . r . - 7813-489-46�0 • . . Empowering timing. Indhnune. and convinintles , through the grandee of cmnprehandva sodol saran . , ' . Cilselitni Man Light Haien tor Ma Blind • ' ,:, ' -. - I.,. Wfl8Presidia . . ' —.: 'um .SW 331 Airerlee. . , Miera-FL 33130 , '- „ . - " 305-891-2211a ' . Mimi Light liaise •Suddii addax° to the bond. They caw hirtnIng tontotaly. emplanes* end :' eonirrearztlorrirfor the ittsuany Impaired pravang hope =oddest= asi Independeate:Ibuy aurorae =dui mastoid car ladder% Hispania. -- - - - - -- - . - - UNICA!) et Miami Bomb _ _.. .. .., . , , . ' Mariana Cepeda • . . . .. ...._. Erman Director 7251, C00113 Annie • Igam133141 ' FL ' .. .... 305-55741051 •. . ,.. - . . .... .. r, . ., ,. r tinkled Or Ward Booth b lin arganhaticn availing theLatin Commends, with Men Job ph:icemen'. Ironing , end community °dread' abort In addition they WM : come out to our groped/es to do sunnier service baring sponsored by Mgr our nodded's forte°, . . _ , .. ,,_.. laganIc , .. Latinos UnItail Org. - ' • -"--"' ' ' - . - . .1. Amain Vargas ' Executh" e Director ' „ 3323 irw.17111 ,A - . . ' learnt, FL 35142 . . . . . 365437-1160 , _ . LuAC Is • Spica nonprofit cfgtininfon that PrOvideir ecirreetteeni programs and comnuares seetee to chid= and adults of diverts chord badogrourda. _ . , , .., , , . , „ . _. ..„,....- .. GATEHOUSE MANAGEMENT, INC It is the policy of Gatehouse Management, Inc. and its affiliated companies to provide equal housing opportunity to all qualified applicants and residents. As an employee of gatehouse Management, Inc. or its affiliates, it is imperative that you are familiar with and abide by The Fair Housing Act. If* company is found to be engaging in conduct which is prohibited by the act;:it could be subject to very serious penalties. As a result, any employee found to be knowingly in violation of the company's Fair Housing policy will be immediately terminated. It is important to understand that discrimination complaints are based not only on intentional discrimination but also on the perception of discriminationby an applicant or resident. Additionally, it is illegal foranyone to threaten, coerce, intimidate or interfere with anyone. exercising a fair housing right or assisting others who exercise that right. The Fair Housing Act states that: FAIR HOUSING POLICY "No person shall be subjected to discrimination because of race, color, religion, sex, handicap, familial status, or national origin in the rental or advertising of dwellings, or in the availability of residential real estate — related transactions." To assist staff in the residential application process, a Criteria for Resident Selection has been prepared specifically for each Gatehouse Community. This fain outlines the various reference checks, histories and occupancy guidelines that are to be applied to EVERY applicant. One should assume that all applicants are _qualified to live at the apartment community. It is only after processing an application that an applicant will be approved or denied occupancy. General Examples_of ljscrimkation Under The Fair Housing Act, it is unlawful_ because of an applicant's .or resident's race, color, religion, sex, handicap, familial status or national origin to do any of the following: 1. Refuse to rent an apartment to a qualified applicant; 2. Apply different criteria for selection to a particular resident or applicant than what is applied to others; 3. Tell a prospective resident an apartment is not available when it is; 4. Steer a prospective resident to or away from a desired part of the property; 5. Limit use of common amenities; 6. Impose different fees or rental rates; P; :HRPo= OM-09 4/1002 7. Provide different services or facilities; 8. Place advertising that indicates a desired "type" or uses restrictive. language (examples of prohibitivelanguageare professionals only, empty nesters, no children, exclusive neighborhood). Occupancy Standards Setting occupancy standards. dictating the number of occupants per bedroom, which are more restrictive than 'those outlined by Federal and local agencies is a form of' Fair Housing discrimination. The Criteria:for Resident Selection for every Gatehouse community states: "The. total number of occupants pet bedroom shall not exceed the maximum _permissible .under local building codes. or applicable law or regulations, or :tlie generally accepted HUD standard of 2 persons per bedroom -as summarized in the Keating Memorandum." Examples of Occupancy Standard Discrimination 1. - It is lawfai to insist that a family of four rent a three -bedroom apartment. A family of four may renta two -bedroom apartment according to HUD standards. 2. It is.unlawful to insist•that a mother and child rent a two -bedroom apartment. This family may rent a one -bedroom apartment according to HUD standards. By following the, guidelines set forth -above, you_Willhelp to ensurethat the company complies with The Fair Housing ,Act and that it treats all of its applicants and residents fairly and equitably. We at Gatehouse Management, Inc. are .committed to, providing equal housing opportunity to all applicants for 'housing. and residents of our communities. This commi_mlent is not only a legal obligation but also our utmost desire. ACKNOWLEDGEMENT: I have received, read and understand the Gatehouse Management, Inc. Fair Housing Policy. I was given the opportunityask any questions I had, to ensure my'.understanding of this policy. Employee's Printed Name Position 'Employee's Signature • Date P: 1IR Fomu/GM-09 32015 Exhibit F Form of Mortgage and Security Agreement Exhibit G Form of Declaration of Restrictive Covenants Exhibit H Form of Rent Regulatory Agreement Font size: 86 pt Exhibit I Signage Requirements Building Better Neighborhoods Name of Project second line third and final Francis Suarez tdnyr.r Alex Diaz de la Portilla District 1 Ken Russell District 2 Joe Carollo District 3 Manolo Reyes Di,t,,t 4 Christine King Dn;hi=1 S Arthur Noriega, V City Mau,agr•r Project Construction Cost: $ x,xxx,xxx City Contribution $ x,xxx,xxx www.miamigov.com 305.416.2080 c MIAMI FOREVER BONDS ------- 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 • Pentane Reflex Blue C 1 Pantone 117 C Pantone 871 C • Black Font size: 230 pt Font size: 314 pt Font size: 168 pt Font size: 192 pt Font size: 175 pt Font size: 165 pt Font size: 270 pt Exhibit J Insurance Requirements INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE WYNWOOD WORKS PROJECT SPONSOR I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $1,000,000 B. Endorsements Required City of Miami included by blanket endorsement as an additional insured Contingent and Contractual Liability Premises and Operations Liability Explosion, Collapse and Underground Hazard Primary Insurance Clause Endorsement II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Owned Auto (if any); Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami included by blanket endorsement as an additional insured III. Worker's Compensation (if applicable) Limits of Liability Statutory -State of Florida Waiver of subrogation Employer's Liability A. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit IV. Property Following completion of the project, the Project Sponsor shall provide the City with a certificate of insurance or policies affording coverage on the Building and Business Personal Property owned by the Project Sponsor. Commercial property insurance shall, at a minimum, cover the perils insured under the ISO Special Causes of Loss Special Form (CP 10 30), or a substitute form providing equivalent coverages written on an All Risk or Direct Physical Loss or Damage basis, including wind and named storm coverage and hail with a deductible not to exceed 5% if commercially available, along with flood coverage is Project is in a high hazard flood zone under the National Flood Insurance Program. Coverage should be included for debris removal, and demolition and increased cost of construction that are caused by legal requirements regulating the construction or repair of damaged facilities or subject property, including an ordinance and law endorsement, total "All Risk" limits shall be in an amount of not less than the replacement cost of the property insured and leasehold improvements (exclusive of foundation and excavation costs), trade fixtures and floor coverings, with limits for Named Windstorm not less than the 500-year return period of the Probably Maximum Loss (PML). In addition, the policy should afford coverage for loss of rents, along with boiler and machinery coverage, if applicable. The amount of insurance shall equal the full estimated replacement cost of all real and business personal property owned by the Project Sponsor. The City shall be included as loss payee under the commercial property insurance. IV. Umbrella Each Occurrence Policy Aggregate $1,000,000 $1,000,000 City of Miami included by blanket endorsement as additional insured. Coverage is excess over the general liability and auto policies. The above policies shall provide the City of Miami with written notice of cancellation from the insurer not less than (30) days (10 days' for nonpayment) prior to any such cancellation, or in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. EXHIBIT J Insurance Requirements (Continued) CONTRACTOR INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE LOAN AGREEMENT CONSTRUCTION REQUIREMENTS WYNWOOD WORKS I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit (Per Job) $ 2,000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $1,000,000 B. Endorsements Required City of Miami included 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, listing City as additional insured Including Crane and Rigging Liability, as applicable IV. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Owned Auto (if any) Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami included as an additional insured Worker's Compensation Limits of Liability (Part A): Statutory, per State of Florida Employer's Liability B. 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 IV. 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 included 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 $36,477,700.00 City listed as Obligee VIII. Builders' Risk (to be placed prior to the start of vertical construction; can be placed by Contractor or Project Sponsor) Causes of Loss: All Risk -Specific Coverage Project Location Valuation: Replacement Cost Total Cost of Renovation Deductible: $25,000 All other Perils 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 mechanized, pressurized, or electrical equipment. The above policies shall provide the City of Miami with written notice of cancellation from the insurer in accordance to policy provisions. Companies legally permitted to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. Exhibit K Certificate of Compliance with Fla. Stat. § 218.38 The undersigned, Nikul A. Inamdar, as a Member of Magellan Housing LLC, a Florida limited liability company, the manager of Wynwood Works Manager, LLC, a Florida limited liability company, the manager of Wynwood Works, LLC, a Florida limited liability company ("Developer") hereby certifies to the City of Miami ("City" and "Lender") that: 1) The City of Miami has received a final judgement order validating its multiple series of Miami Forever Capital Programs Bonds ("Bonds"). The projects to be financed by the Bonds will be undertaken by the City to increase the supply of affordable housing within the City's limits. 2) From the Bonds funds, the City as Lender will loan Three Million Five Hundred Thousand and 00/100 Dollars ($3,500,000.00) to the Developer to fund the construction and completion of 120 units of affordable housing to be located at 2035 North Miami Avenue Miami, Florida 33127 (the "Project"). 3) To the best of our knowledge, no finder's fees have been paid in connection with the Miami Forever Capital Programs for the Project receiving funding from the Bonds in compliance with Florida Statute § 218.386. Florida Statute § 218.386 states "no underwriter, commercial bank, investment banker, financial consultant, or adviser shall pay any finder any bonus, fee, or gratuity in connection with the sale of general obligation bonds or revenue bonds issued by any unit of local government, unless full disclosure is made to the unit of local government prior to or concurrently with the submission of a purchase proposal for bonds by the underwriter, commercial bank, investment banker, or financial consultant or adviser and subsequently in the official statement or offering circular, if any, detailing the name and address of any finder and the amount of bonus, fee, or gratuity paid to such finder." Willful violation of this section is a felony in the third degree. WYNWOOD WORKS, LLC, a Florida limited liability company By: Wynwood Works Manager, LLC, a Florida limited liability company, its manager By: Magellan Housing LLC, a Florida limited liability company, its manager By: Nikul A. Inamdar, Member Schedule A Permitted Senior Financing 1. Bond loan from Housing Finance Authority of Miami -Dade County, Florida ("HFA"), in the amount of Thirty -Two Million, Thirty Thousand and 00/100 Dollars ($32,030,000) evidenced by a promissory note to HFA and secured by a mortgage in favor of HFA, which shall be reduced to not greater than Ten Million Three Hundred Seventy -Five Thousand and 00/100 Dollars ($10,375,000) at the conversion to permanent financing. Schedule B Permitted Subordinate Financing 1. Loan from Wynwood Works MTZ, LLC ("Nonprofit") in the amount of Three Million, Five Hundred Thousand and 00/100 Dollars ($3,500,000) consisting of NRD-1 Public Benefits Trust Fund funds, as assigned by the Nonprofit to the Wynwood Business Improvement District, a municipal board of the City of Miami. 2. Loan from the Nonprofit in the aggregate amount of Fifteen Million Nine Hundred Thousand and 00/100 Dollars ($15,900,000) consisting of $9,900,000 from the proceeds of the grant to Nonprofit from the Omni Redevelopment District Community Redevelopment Agency and $6,000,000 of Nonprofit's financing. 10432584.10 Z1/yy9 Exhibit K Certificate of Compliance with Fla. Stat. § 218.38 The undersigned, Nikul A. Inamdar, as a Member of Magellan Housing LLC, a Florida limited liability company, the manager of Wynwood Works Manager, LLC, a Florida limited liability company, the manager of Wynwood Works, LLC, a Florida limited liability company ("Developer") hereby certifies to the City of Miami ("City" and "Lender") that: 1) The City of Miami has received a final judgement order validating its multiple series of Miami Forever Capital Programs Bonds ("Bonds"). The projects to be financed by the Bonds will be undertaken by the City to increase the supply of affordable housing within the City's limits. 2) From the Bonds funds, the City as Lender will loan Three Million Five Hundred Thousand and 00/100 Dollars ($3,500,000.00) to the Developer to fund the construction and completion of 120 units of affordable housing to be located at 2035 North Miami Avenue Miami, Florida 33127 (the "Project"). 3) To the best of our knowledge, no finder's fees have been paid in connection with the Miami Forever Capital Programs for the Project receiving funding from the Bonds in compliance with Florida Statute § 218.386. Florida Statute § 218.386 states "no underwriter, commercial bank, investment banker, financial consultant, or adviser shall pay any tinder any bonus, fee, or gratuity in connection with the sale of general obligation bonds or revenue bonds issued by any unit of local government, unless full disclosure is made to the unit of local government prior to or concurrently with the submission of a purchase proposal for bonds by the underwriter, commercial bank, investment banker, or financial consultant or adviser and subsequently in the official statement or offering circular, if any, detailing the name and address of any finder and the amount of bonus, fee, or gratuity paid to such finder." Willful violation of this section is a felony in the third degree. WYNWOOD WORKS, LLC, a Florida limited liability company By: Wynwood Works Manager, LLC, a Florida limited liability company, its manager By: Magellan Housing LLC, a Florida limited liability company, its manager By: Nikul A. Inamdar, Member