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24451
AGREEMENT INFORMATION AGREEMENT NUMBER 24451 NAME/TYPE OF AGREEMENT WYNWOOD WORKS MTZ, LLC DESCRIPTION NRD-1 PUBLIC BENEFITS TRUST FUND LOAN AGREEMENT/NEW CONSTRUCTION OF A 12-STORY MIXED USE BUILDING EFFECTIVE DATE May 25, 2023 ATTESTED BY ATTESTED DATE DATE RECEIVED FROM ISSUING DEPT. 5/23/2023 NOTE 2 liyc/ NRD-1 PUBLIC BENEFITS TRUST FUND LOAN AGREEMENT FOR WYNWOOD WORKS, LLC This NRD-1 Public Benefits Trust Fund Loan Agreement (this "Loan Agreement" or "Agreement") for Wynwood Works is dated as of this 25th day of May, 2023 ("Effective Date"), by and between the WYNWOOD WORKS MTZ, LLC, a Florida limited liability company, its successors and assigns ("Lender"), and WYNWOOD WORKS, LLC, a Florida limited liability company (hereinafter the "Project Sponsor" or "Borrower"). FUNDING SOURCE: AMOUNT: COMMITTEE: RESOLUTION: PROJECT NAME: PROJECT TYPE: INVESTOR MEMBER: SPECIAL INVESTOR MEMBER: TERM: AFFORDABILITY PERIOD: IDIS NUMBER: ORACLE NUMBER: PROPERTY ADDRESS: NRD-1 Public Benefits Trust Fund funds Three Million, Five Hundred Thousand and 00/100 Dollars ($3,500,000.00) NRD-1 Public Benefits Trust Fund Committee Committee Resolution No. 02/2022 adopted December 22, 2022 Wynwood Works New construction of a 12-story mixed use building. 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. Thirty (30) years commencing on the Closeout of the Project 2035 North Miami Avenue, Miami, FL 33127 Page 1 of 40 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 Fair Housing Marketing Plan Exhibit F Mortgage and Security Agreement Exhibit G Declaration of Restrictive Covenants Exhibit H Rent Regulatory Agreement Exhibit I Signage Requirements Exhibit J Construction Insurance Requirements Schedule A Schedule of Permitted Senior Financing Schedule B 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 December 22, 2022, the Committee approved an allocation of Three Million, Five Hundred Thousand and 00/100 Dollars ($3,500,000.00) of NRD-1 Public Benefits Trust Fund funds for the construction of the Project; and WHEREAS, Lender will make the Loan to Borrower deriving from the NRD-1 Funds, 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 Lender and the Project Sponsor hereby agree that the capitalized terms used herein shall have the meanings set forth below unless the context requires otherwise: Page 2 of 40 Affordable: A project or unit that satisfies the requirements set forth in 24 C.F.R. Part 570, Project Sponsor's proposal submitted to the BID (defined below), and the Loan Documents. 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 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 NRD-1 Assisted Unit(s): 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, and Low Income Households pursuant to the NRD-1 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 NRD-1 Documents and the Legal Requirements. BID, or the BID: Wynwood Business Improvement District, a municipal board of the City of Miami, Florida BID Note: That certain Promissory Note (Wynwood Lender NRD-1 Public Benefits Trust Fund) for Wynwood Works Page 3 of 40 evidencing the allocation of NRD-1 Funds, executed by Lender in favor of the BID. City, or the City: City of Miami, a municipal corporation of the State of Florida. Close -Out of the Project or Project Completion: Code: Contract Records: Covenant, or the Covenant: 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 NRD-1 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 (Wynwood Lender NRD-1 Public Benefits Trust Fund) executed by 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. Disbursement Agreement: That certain Disbursement Agreement for NRD-1 Public Benefits Trust Funds (Wynwood Works) executed by Borrower and Lender. Effective Date: The date identified on the first page of this Agreement. Page 4 of 40 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 HUD: The U.S. Department of Housing and Urban Development. Legal Requirements: Lender Note, or the Note: Low Income Household: The NRD-1 Requirements, the Rules of the FHFC, and any requirements imposed by the BID and all local, state and federal requirements relating thereto and/or pertaining to the development, construction and/or operation of the Project under the NRD-1 Program. That certain Promissory Note (Wynwood Lender NRD-1 Public Benefits Trust Fund) for Wynwood Works of even date herewith evidencing the Loan, executed by the Project Sponsor in favor of the Lender. A person or household whose annual income does not exceed eighty percent (80%) of AMI. Magellan Partner: Wynwood Works Manager, LLC, a Florida limited liability company. Material or Materially: Mortgage: Facts, information, terms, events, or some other matter of a nature that would affect a reasonable person's decision - making. That certain NRD-1 Public Benefit Trust Fund Mortgage and Security Agreement for Wynwood Works collateralizing the Loan and securing the Notes (as defined below), executed by the Project Sponsor a copy of which is attached hereto and incorporated herein as Exhibit "F." Notes, or the Notes: The BID Note and the Lender Note, collectively. Page 5 of 40 NRD-1 Documents or Loan Documents: This Agreement, the Notes, the Mortgage, the Covenant, the Rent Regulatory Agreement, and the Disbursement Agreement. NRD-1 Funds, or the Loan: The loan in the amount of Three Million, Five Hundred Thousand and 00/100 Dollars ($3,500,000.00) from Lender to the Project Sponsor for Project construction. NRD-1 Program: NRD-1 Requirements: Permitted Senior Financing: Sections 62-644 through 62-646 of the City of Miami Code of Ordinances, and any amendments thereto, and the program guidelines passed and adopted on December 22, 2022, by the Committee in Committee Resolution No. 01/2022, and any amendments thereto. The requirements contained in (i) Committee Resolution No. Resolution No. 02/2022 adopted December 22, 2022, and any and all exhibits and amendments thereto, and (ii) the NRD-1 Program, and any and all exhibits and amendments thereto. 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. Proiect: Property: Rent Regulatory 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 NRD-1 Assisted Units and shall be subject to the NRD-1 Requirements and the Loan Documents throughout the Affordability Period. The real property located at 2035 North Miami Avenue, Miami, FL 33127, as legally described in Exhibit "A" attached hereto and incorporated herein. Page 6 of 40 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. 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 NRD-1 FUNDS Upon satisfaction of all conditions set forth herein, the Lender shall disburse the NRD-1 Funds to the Project Sponsor for the purposes herein set forth. 2.1 USE OF FUNDS. The NRD-1 Funds shall be used for capital 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 NRD-1 Assisted Units and as described more particularly herein and the Loan Documents. No portion of the NRD-1 Funds shall be used for operating expenses of the Project. 2.2 DISBURSEMENT. The NRD-1 Funds shall be disbursed in accordance with the Budget attached hereto and incorporated herein as Exhibit "C" and in the manner set forth in that certain Disbursement Agreement of even date herewith, a copy of which is attached hereto and incorporated herein as Exhibit "D." NRD-1 Funds shall not be disbursed until the Lender receives evidence that the Project Sponsor has acquired the approved permits for the entire Project. The Lender acknowledges that an environmental clearance report, in a form satisfactory to the Lender ("Environmental Clearance Report"), has been received by the Lender or that confirmation of exempt status has been obtained for the Project. 2.3 REPAYMENT OF NRD-1 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 Page 7 of 40 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 zero percent (0%) per annum. Principal and interest payable on the Note shall be deferred in accordance with the terms and conditions of the Note. All other payments of principal, interest, and all other charges, expenses, and fees, set forth in the Loan Documents shall accrue in accordance with the terms and conditions of the Note. A. COSTS INCURRED BY THE LENDER. Notwithstanding any other provision of this Agreement, the Project Sponsor understands and agrees that Ten Thousand Dollars ($10,000.00) of the NRD-1 Funds awarded to the Project shall be withheld from the first disbursement and used by the Lender to cover costs incurred by the BID in administering this Agreement and the NRD-1 Program. Such costs may include, but are not limited to, environmental advertising costs, signage and recording fees. The Ten Thousand Dollars ($10,000.00) will be charged to the Project; any unused portion of such amount shall be automatically de -obligated and retained by the BID. Notwithstanding any other provision of this Agreement, the Project Sponsor understands and agrees that an additional Thirty -Five Thousand Dollars ($35,000.00) of the NRD-1 Funds awarded to the Project shall be withheld from the first disbursement and used by the Lender to cover costs incurred by the BID in administering this Agreement and the NRD-1 Program pursuant to Committee Resolution Nos. 01/2022 and 02/2022. The Thirty -Five Thousand Dollars ($35,000.00) will be charged to the Project; any unused portion of such amount shall be automatically de - obligated and retained by the BID. B. COMMITMENT FEE. Project Sponsor agrees to pay the BID a $5,000.00 commitment fee prior to the disbursement of any NRD-1 Funds C. RETAINAGE. Five percent (5%) of each draw request will be retained until the Lender has received, at the Borrower's sole cost, a final cost certification prepared by an independent certified public accountant, both in form and substance acceptable to the Lender. 2.4 REIMBURSEMENT OF NRD-1 FUNDS: The Lender shall disburse NRD-1 Funds upon the submission of a Request for Disbursement and all relevant partial releases of lien for the previous draw down. The final disbursement request must include the final conditional 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 BID. ARTICLE III DISBURSEMENT REQUIREMENTS Page 8 of 40 3.1 CONDITIONS OF DISBURSEMENT OF NRD-1 FUNDS. The Lender shall not be obligated to disburse the NRD-1 Funds, in accordance with Exhibit "D," unless and until the Lender has received the following: 3.1.1 Title Insurance. A title insurance commitment issued by a title insurance company acceptable to the Lender identifying the Lender'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 Lender, and those exceptions and matters shown on the first -lien lender's title insurance policy, and shall include such affirmative coverage as the Lender shall require. 3.1.2 Survey. An original current survey of the Property made by a registered surveyor satisfactory to the Lender and the title company and containing such certifications as the Lender and the title company may require. 3.1.3 Zoning. Evidence that the Property and the proposed improvements comply with all applicable zoning ordinances. 3.1.4 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 Lender. (c) Evidence satisfactory to the Lender that the Project Sponsor is qualified to receive funds under the NRD-1 Program in accordance with the NRD-1 Requirements. 3.1.5 Insurance Policies. The Project Sponsor shall obtain and furnish evidence of insurance coverage set forth on the attached Exhibit "J" as the Lender 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 Lender and the City of Miami as an additional insured. Page 9 of 40 (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 Lender and the City of Miami 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 Lender 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 Lender 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 Lender. 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 NRD-1 Funds. 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 NRD-1 Requirements. All other documents required by the NRD- 1 Program evidencing compliance with NRD-1 Requirements. 3.1.10 Historic Preservation Review. Lender acknowledges that all applicable requirements of the City of Miami's Historic Preservation Department and State of Florida Historic Preservation Depth lhiient (as applicable) have been met. 3.1.11 Environmental Report. The Project Sponsor shall submit all information requested by the Lender 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 Lender audit reports as are required herein. Page 10 of 40 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 Lender 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 Lender. 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 Lender. 3.1.16 Public Entity Crime Affidavit. Such Public Entity Crime Affidavit as may be required by the Lender. 3.1.17 Environmental Clearance. Project construction must not commence, or if construction had commenced at the time of application for NRD-1 Funds, construction must cease immediately, until Lender has conducted an environmental review and has issued a certification, or its functional equivalent, in writing, to Project Sponsor. 3.1.18 Intentionally Omitted. 3.1.19 Intentionally Omitted. 3.1.20 Delivery of Other Documents. All other documents reasonably required by the Lender. 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 NRD-1 REQUIREMENTS The Project Sponsor shall comply with the following NRD-1 Requirements: 4.1 GENERAL. 4.1.1 The Project Sponsor shall maintain current documentation that its activities qualify under the NRD-1 Requirements and the NRD-1 Program. 4.1.2 The Project Sponsor shall ensure and maintain documentation that demonstrates that each activity assisted in whole or in part with NRD-1 Funds is an activity which Page 11 of 40 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 Lender 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 Lender. 4.1.6 The Project Sponsor shall provide residents of the Project with opportunities for training and employment. 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 NRD-1 Funds. The Property must be: (a) Used in compliance with at least one of the NRD-1 Programs, used in compliance with the Covenant, and used in compliance with the NRD-1 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 Lender an amount equal to the amount of NRD-1 Funds disbursed at the time of default plus accrued interest, if any. 4.2.2 All real property purchased in whole or in part with funds for this and previous Agreements with the Lender, or transferred to the Project Sponsor after being purchased in whole or in part with funds from the Lender, 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 NRD-1 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 NRD-1 Program activity that will be completed. Page 12 of 40 4.3 PERSONAL PROPERTY. Ownership of all non -expendable personal property purchased in whole or in part with NRD-1 Funds given to the Project Sponsor pursuant to the terms of this Agreement shall vest in the Lender, upon the occurrence of an Event of Default and expiration of all applicable notice and cure periods. 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. 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 Lender 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 Lender shall be inventoried annually by the Project Sponsor in an inventory report submitted to the Lender when and as requested by the Lender. 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 Lender for the disposition of real or personal property purchased in whole or in part with NRD-1 Funds which approval shall not be unreasonably withheld, and shall dispose of all such property in accordance with instructions from the Lender. Those instructions may require the return of all such property to the Lender. Page 13 of 40 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 NRD-1 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 Lender 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 Lender, set forth in this Agreement. The Lender shall in its sole and absolute discretion determine when services are eligible substantive programmatic services and subject to the audit and record - keeping requirements described in this Agreement; and (e) Incorporate the language of the Certificate Regarding Lobbying executed in connection herewith. 4.5.2 The Project Sponsor shall incorporate in all consultant and other subcontracts funded by the NRD-1 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 Lender 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 Lender'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 assignments required by Senior Lenders in connection with the Permitted Senior Financing ("Permitted Assignments"), the Project Page 14 of 40 Sponsor shall receive written approval from the Lender 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 third -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 Lender of any subcontract or assignment shall not under any circumstances be deemed to be the Lender'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 Lender, the Project Sponsor shall submit to the Lender all proposed Solicitation Notices, Invitations for Lenders, and Requests for Proposals. 4.6 REPORTING OBLIGATIONS. 4.6.1 The Project Sponsor shall submit, as required by the Lender, 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 Lender. Both the Progress Report and the earned income report shall be provided to the Lender 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 Lender. 4.6.1.3 Affirmative Action Plan. The Project Sponsor shall report to the Lender such information relative to the equality of Project employment opportunities whenever requested by the Lender. 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 Lender. Page 15 of 40 4.6.1.5 Affirmative Fair Housing Marketing Plan and Report. The Project Sponsor shall report to the Lender 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 Lender 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 Lender shall request. 4.6.1.8 All such other reports as may be reasonably requested by the Lender. 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 570, except that the Project Sponsor does not assume: (1) the Lender's environmental responsibilities described in Section 570.64 and, (2) the Lender'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 Page 16 of 40 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 Lender 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 Lender 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 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 Lender for failure to submit any of the required audited financial statements or the certification each year as required. Upon request from the Lender, the Project Sponsor shall also furnish to the Lender unaudited financial statements of the Project Sponsor certified by the Project Sponsor's principal financial or accounting officer, covering such financial matters as the Lender 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 Lender and federal personnel and any other personnel duly authorized by the Lender. 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 Lender shall Page 17 of 40 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 Lender, each of the record keeping and audit requirements detailed in this Agreement. The Lender 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 Lender to determine whether the Project Sponsor has met the requirements of the NRD-1 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 Lender 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 NRD-1 Funds, including its location (if the activity has a geographical locus), the amount of NRD-1 Funds budgeted, obligated and expended for the activity, and the specific provision of the NRD-1 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 NRD-1 Program. 4.7.3 Records that demonstrate compliance with all applicable requirements relating to the use of real property acquired or assisted with NRD-1 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 NRD-1 Funds. These records shall also contain data on the extent to which individuals transitioning out of homelessness have applied for, participated in, or benefited from, any program or activity funded in whole or in part with NRD-1 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 NRD-1 funded activities, together with the address and census tract of the housing units to which each displaced household relocated. Page 18 of 40 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 NRD-1 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 Lender 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 Lender and any other personnel duly authorized by the Lender. ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE PROJECT SPONSOR The Project Sponsor represents and warrants to the Lender 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 NRD-1 Funds and operate the Project. The Project shall comply with all applicable NRD-1 Requirements. The Project Sponsor has full power and authority to perform the provisions hereof and of its agreements and undertakings with the Lender 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. Page 19 of 40 5.2 CORRECTNESS OF DOCUMENTS. The cost estimates, Budget, schedules, and all other documents furnished to the Lender in accordance with the NRD-1 Program, this Agreement, and/or the other NRD-1 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 NRD-1 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 NRD-1 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 NRD-1 Documents, the consummation of the other transactions contemplated hereby, and the development of the Project as contemplated hereby and by the other NRD-1 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 NRD-1 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 Number 8994394), issued by Fidelity National Title Insurance Company, effective as of February 10, 2023 , at 11:OOpm, 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. Page 20 of 40 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 Lender 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 Lender, which, for avoidance of doubt (and which the Lender hereby acknowledges and agrees), are limited to the leases for the rental of each NRD-1 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 NRD-1 Program, the negotiation of this Agreement and the other NRD-1 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. 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 Lender. 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 NRD-1 Requirements affecting the ownership, use, construction, lease and operation of the Proj ect. 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 Lender. All financing/funding that has senior lien priority to the Lender's Page 21 of 40 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 NRD-1 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 NRD-1 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 Lender. 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; (c) have all NRD-1 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 Lender 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 Lender 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; 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 Lender all reports as described in Article 4 hereof, and all other reports that the Lender may reasonably require, in such form, manner, and frequency as the Lender may require to monitor the progress of the Project and the Project Sponsor's performance and compliance with this Agreement and all Legal Requirements. Page 22 of 40 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 Lender 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 Lender, fully, completely and finally resolved. (b) (c) The Project Sponsor shall allow the Lender or any person authorized by the Lender full access to and the right to examine any of the Contract Records during the Retention Period. The Project Sponsor shall notify the Lender 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 Lender. IF PROJECT SPONSOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO PROJECT SPONSOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT AS A PUBLIC CONTRACT, PLEASE CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT TELEPHONE NUMBER 305-416-1800, EMAIL: PUBLICRECORDS@MIAMIGOV.COM, AND MAILING ADDRESS: PUBLIC RECORDS C/O OFFICE OF THE CITY ATTORNEY, 9TH FLOOR, MIAMI RIVERSIDE CENTER, 444 S.W. 2ND AVENUE, MIAMI, FLORIDA 33130 OR THE CITY'S DEPARTMENT .OF HOUSING AND COMMUNITY DEVELOPMENT'S CUSTODIAN OF RECORDS AT 14 NORTHEAST 1ST AVENUE, 2ND FLOOR, MIAMI, FLORIDA 33132. The Project Sponsor shall provide to the Lender, upon request, all Contract Records. The requested Contract Records shall be treated as public records of the Lender without restriction, reservation, or limitation on their use and shall be made available by the Project Sponsor at any time upon request by the Lender, subject to any applicable statutory exemptions which such Page 23 of 40 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 Lender immediately upon such issuance unless such disclosure is a violation of those agencies' rules. 6.5 PRIOR APPROVAL. The Project Sponsor shall obtain the Lender'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 Committee or any other approval process as is legally or reasonably required by the Lender; 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 Lender 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. (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 NRD-1 Funds. (d) The disposal of any Contract Records during the Retention Period. Page 24 of 40 6.5.1 DISCRETION. The Executive Director of the BID shall have the discretion to approve and authorize, by way of memorandum, 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 Lender and other persons duly authorized by the Lender 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 Lender will deliver to the Project Sponsor a report of its findings. The Project Sponsor will rectify all deficiencies cited by the Lender within the period of time specified in the report, or provide the Lender with a reasonable justification for not correcting the deficiencies. The Lender 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 Lender. 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 Lender. C. The Project Sponsor shall disclose any possible conflicts of interest or apparent improprieties of any party under or in connection with the Legal Requirements, including the standards for procurement. D. The Project Sponsor shall make any such disclosure to the Lender in writing within fifteen (15) calendar days after the Project Sponsor's discovery of such possible conflict. The Lender'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 Lender or the Lender, exercising any functions or responsibilities in connection with the Lender's NRD- 1 Program or this Agreement, or who is in a position to participate in the decision -making process or gain inside information regarding NRD-1-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. Page 25 of 40 6.8 RELATED PARTIES. The Project Sponsor shall report to the Lender 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 Lender 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 Lender 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 Lender as one of its funding sources. 6.10 ADDITIONAL FUNDING. The Project Sponsor shall notify the BID 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 BID 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 Lender upon the expiration or termination of this Agreement any NRD-1 Funds on hand, any accounts receivable attributable to the NRD-1 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 Lender. Any funds not earned by the Project Sponsor prior to the expiration or termination of this Agreement shall be retained by the Lender. 6.12 REPAYMENT OF FUNDS PROCEDURES. The Project Sponsor shall repay to the Lender 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 requirements of the NRD-1 Program or the Loan Documents. 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 BID by incorporating the seal of the BID in and on all Page 26 of 40 documents, literature, pamphlets, advertisements, and signage, permanent or otherwise. All such acknowledgments shall be in a form acceptable to the BID, 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 Lender 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 at all times with all applicable NRD-1 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 Lender, 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 Lender, 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 Lender 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 Lender, 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 Lender, 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 Lender, 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 Lender, including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability) and all applicable regulations, guidelines and standards. Page 27 of 40 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. Requests for Disbursement of soft costs are not authorized and will not be approved. 6.21 INSURANCE PROCEEDS. Notwithstanding anything to the contrary contained herein or in the other Loan Documents, the Lender shall may make insurance proceeds available for the restoration and repair of the Property and the Project if all of the following conditions are met: (i) the Project Sponsor is not in breach or default of any provision of the Mortgage or any other loan document between the Project Sponsor and Lender; (ii) the Project Sponsor determines that there will be sufficient funds, through insurance proceeds and contributions by the Project Sponsor, to (a) restore and repair the Property and the Project to a condition as close as reasonably possible to what previously existed, and (b) meet all operating costs and other expenses, payments for reserves and loan repayment obligations relating to the Property and the Project until completion of the restoration and repair of the Property and/or the Project to a condition as close as reasonably possible to what previously existed; (iii) the Project Sponsor determines that the rental income of the Project, after restoration and repair to a condition as close as reasonably possible to what previously existed, will be sufficient to meet all operating costs and other expenses, payments for reserves and loan repayment obligations relating to the Project, and (iv) the Project Sponsor has received the Lender'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 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 Lender'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: Page 28 of 40 (a) In the event any of the NRD-1 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 NRD-1 Documents is untrue, substantially inaccurate or incomplete, 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 Lender, without satisfactory cause. (d) Except for Permitted Senior Financing, or as otherwise permitted herein, 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 Property, or any change in operating control of the Project Sponsor without the prior approval of the Committee or any other approval process as is legally or reasonably required by the Lender, as appropriate. (e) In the event that the Lender 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 BID or any department of any governmental authority having jurisdiction over the Project Sponsor, or the Property. (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 Lender'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 Lender 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 Lender, 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. Page 29 of 40 (j) In the event that Project Sponsor fails to timely deliver, to Lender, 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 Lender. (k) Project Sponsor declares bankruptcy and/or becomes insolvent, which shall result in immediate acceleration of the Loan's repayment in full. (1) Lender 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, Lender 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. ARTICLE VIII REMEDIES 8.1 Upon the occurrence of any Event of Default, the Lender shall have the absolute right to refuse to disburse any undisbursed portion of the Loan. The Lender 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 Lender 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 Lender 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 the Springing Member, then, the Project Sponsor, Investor Member, Special Investor Member, or Springing Member shall provide written notice to the Lender 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 Lender shall accept such cure as if the same had been tendered by the Project Page 30 of 40 Sponsor. The Lender 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 Lender'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 Lender 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) (c) Acceleration of' Debt. It is expressly agreed that the full amount of both principal and interest due pursuant to the Note shall become due and payable at the option of the Lender on the happening of any Event of Default under the terms of this Loan Agreement, subject to all applicable notice and cure periods. Other Remedies. Exercise any other right, privilege or remedy available to the Lender as may be provided by applicable law, or in any of the other NRD-1 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 Lender 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 Lender hereunder shall be cumulative and not mutually exclusive, and the Lender may resort to any one or more or all of said remedies without exclusion of any other. No party other than the Lender, whether the Project Sponsor or a material man, laborer, subcontractor or supplier, shall have any interest iri the NRD-1 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 Lender in the event that the Senior Lender waives such default under the Permitted Senior Financing, but only upon submission to the Lender 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: Page 31 of 40 (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 Lender; (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 BID, will be debarred from receiving any BID 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 the Special Investor Member. ARTICLE IX INDEMNIFICATION 9.1 The Project Sponsor shall indemnify, hold harmless, and defend the Lender and the City, and their respective 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 Lender and its respective officials and/or employees, harmless for, and defend the Lender and its respective 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 Lender or 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 Lender by reason of any such claim or demand, the Project Sponsor shall, upon written notice from the Lender, resist and defend such action or proceeding by counsel satisfactory to the Lender. 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 Lender 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 Lender, and its respective 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 Lender's option, any and all claims of liability and all suits and actions of every name and description which may be brought against the Lender whether performed by the Project Sponsor, or persons employed or utilized by Project Sponsor. Page 32 of 40 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 Lender 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 Lender 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 Lender in no way assumes or shares any responsibility or liability of the Project Sponsor or sub -contractor under this Agreement. ARTICLE X TERMINATION The Project Sponsor acknowledges that this Agreement may be terminated if the Project Sponsor materially fails to comply with the terms contained herein. 10.1 TERMINATION BECAUSE OF LACK OF FUNDS. In the event the Lender does not receive from its funding source sufficient funds to finance the obligations as described in this Agreement, or in the event that the Lender's funding source de -obligates the funds allocated to finance the obligations as described in this Agreement, the Lender 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 Lender shall determine, in its sole and absolute discretion, whether or not funds are available. 10.2 TERMINATION FOR BREACH. The Lender may terminate this Agreement, in whole or in part, in the event, the Lender 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 Lender may terminate this Agreement, in whole or in part, in the event that the Lender 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 Lender, 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. Page 33 of 40 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 Lender in writing, the Lender 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 Lender's right to legal or equitable remedies. ARTICLE XI SUSPENSION 11.1 The Lender 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 necessary corrective action by the Project Sponsor. Reasonable cause shall be determined by the Lender in its sole and absolute discretion, and may include: (a) Ineffective or improper use of the NRD-1 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 Lender 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 NRD-1 Program, the Lender 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 Lender determines, in its sole and absolute Page 34 of 40 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 Lender 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 Lender may, in writing and for good and sufficient cause, as determined by the Lender in its sole and absolute discretion, waive provisions of this Agreement or seek to obtain such waiver from an appropriate authority. Waiver requests from the Project Sponsor shall be in writing. A waiver shall not be construed to be a modification of this Agreement. 12.4 BUDGET AND NRD-1 ELIGIBILITY ACTIVITY TITLE REVISIONS. Revisions to the Budget shall be made in writing, and approved in writing by the Lender; 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 Lender. A revision to the NRD-1 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 Lender, the Lender shall refer the issue, including the views of all interested parties and the recommendation of the Lender, to the BID's Executive Director, his or her designee, or such other official who shall be authorized to exercise the authority of the BID 's Executive Director in this regard ("BID Executive Director") for determination. The BID Executive Director will issue a determination within thirty (30) calendar days of receipt of a written request for resolution of the dispute and so advise the Lender and the Project Sponsor. In the event additional time is necessary, the BID Executive Director will notify the interested parties within the thirty (30) calendar day period that additional time is necessary. The Project Sponsor agrees that the BID Executive Director'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 Lender: Wynwood Works MTZ, LLC c/o Mt. Zion Developments, Inc. Page 35 of 40 With Copy To: 301 N.W. 9th Street Miami, FL 33136 Attention: Larry D. Capp Victoria Mendez City Attorney City of Miami 444 S.W. 2nd Avenue, 9th Floor Miami, FL 33130-1910 City of Miami Depai tment of Housing and Community Development One Flagler Building 14 Northeast 1st Avenue, Second Floor Miami, Florida 33132 Attn: George Mensah, Director To BID: Wynwood Business Improvement District 58 Northwest 27th Street Miami, Florida 33127 Attn: Manny Gonzalez, Executive Director To Project Sponsor: Wynwood Works, LLC 2100 Coral Way, Suite 405 Miami, FL 33145 With Copy to: Terry M. Lovell, Esq. Bilzin Sumberg Baena Price & Axelrod LLP 1450 Brickell Avenue, 23rd Floor Miami, FL 33131 To Investor Member c/o RBC Community Investments, LLC or Special Investor Member: 600 Superior Avenue Suite 2300 Cleveland, Ohio 44114 Attention: President and General Counsel To Springing Member: 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 Page 36 of 40 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 Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Exhibit H Exhibit I Exhibit J Schedule A Schedule B Legal Description Scope of Work/Project Schedule Budget Disbursement Agreement Affirmative Fair Housing Marketing Plan Mortgage and Security Agreement Declaration of Restrictive Covenant Rent Regulatory Agreement Signage Requirements Additional Insurance Requirements 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 Page 37 of 40 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 COMMITTEE AWARD MEMORANDA. The award memoranda and decisions of the Committee in Resolution No. 02/2022 and dated December 22, 2022 ("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 and any other award memoranda issued or adopted for the Project, 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 before the Project's construction commences, then the Lender is permitted to recommend to the Committee that the NRD-1 Funds should be de -obligated for this Project. 12.16 TENANT LOTTERY. The selection of eligible tenants to occupy the NRD-1 Assisted Units shall be from the results of a tenant lottery, which shall be conducted with a representative of the Lender present. In addition, the Project Sponsors and the NRD-1 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 Lender and of counsel and any agents or consultants for the Lender, 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 Lender harmless Page 38 of 40 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 Lender 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 Lender in its sole discretion. 12.20 Project Sponsor specifically acknowledges and agrees to comply with City of Miami Ordinance No. 13491, § 2-415. 12.21 The parties hereto agree that the Loan is non -recourse except that the exceptions to non - recourse applicable to any Permitted Senior Financing shall also apply to this Loan. 12.22 The Borrower has represented that no Florida documentary stamps or intangible taxes are required to paid on the Note or the Mortgage. The Borrower hereby agrees to indemnify and to defend and hold the Lender and all its affiliates, successors, and assigns harmless against any and all documentary stamp taxes and intangible taxes, if any, imposed assessed or claimed as a result of or arising out of: (i) Lender's acceptance and/or ownership of the Note or Mortgage (or any other loan document pertaining to the loan referenced to therein); or (ii) the execution or delivery of the Note and the Mortgage (or any other loan document pertaining to the loan referred to therein) (it being understood that any reference herein to documentary stamp taxes and intangible taxes include any and all penalties, interest and attorneys' fees incurred by the Lender in connection therewith), and the Borrower agrees to pay any and all such documentary stamp taxes or intangible taxes upon demand. In the event of a failure by the Borrower to pay such documentary stamp taxes and intangible taxes upon demand and should the Lender elect to pay the same, all such charges shall be secured by the lien of the Note and the Mortgage and shall bear interest at the Default Rate, as provided in the Note, from the date of advance by the Lender until paid by the Borrower. The provisions of this Section shall survive repayment of the Notes Page 39 of 40 and the satisfaction of the Notes and Mortgage so long as a claim may be asserted by the State of Florida or any of its agencies. 12.23 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties hereto, and their respective heirs, executors, legal representatives, successors, and assigns. Page 40 of 40 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their undersigned officials as duly authorized. WITNESSES: Name: k ,10nk,an) PROJECT SPONSOR: 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 ACKNOWLEDGMENT STATE OF FLORIDA } COUNTY OF MIAMI-DADE } SS: The foregoing instrument was acknowledged before me by means of Efphysical presence or 0 online notarization this 15-t day of May, 2023 by 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, on behalf of the companies, who is personally known to me or has produced TC)CC(S DL as identification. 45' Pue`c KAATHERINE SUAREZ * Commission # HH 232777 �9 an4 opo� Expires April 6, 2026 PeOF Fv �o �uGti Print .� e: Notar;b bhc, State of Florida at large WITNESS Print Name: STATE OF FLORIDA ] COUNTY OF MIAMI-DADE ] Lender: WYNWOOD WORKS MTZ, LLC, a Florida limited liability company By: Mt. Zion Developments, Inc., a Florida not for profit corporation, its manager By: ACKNOWLEDGMENT D. C , President The foregoing instrument was sworn to and subscribed before me by means of I'physical presence or ❑ online notarization this 2,k lay of May, 2023, by Larry D. Capp, as President of Mt. Zion Developments, Inc., a Florida not for profit corporation, the manager, of Wynwood Works MTZ, LLC, a Florida limited liability company on behalf of such limited liability company, who is personally known to me or has produced P. Iri revs L Feitsfri, as identification. otary Public, State o arge i MARITZA DELGADO or a Notary Public --State of Florida Commission # HH 362666 +`TTTT'4 My Commission Expires ''%nii''''' June 06, 2027 i Exhibit A Legal Description PARCEL A: LOT 7, BLOCK 3, LESS THE WEST 20 FEET THEREOF, OF BAY VIEW ADDITION TO MIAMI, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK B, AT PAGE 107 OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA. PARCEL B: BEGIN AT THE NORTHWEST 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, MIAMI-DADE COUNTY, FLORIDA; THENCE RUN SOUTH 85 FEET; 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 POINT OF BEGINNING; THENCE RUN WEST 135 FEET, MORE OR LESS, TO THE POINT OF BEGINNING, LESS THE WEST 35 FEET THEREOF. PARCEL C: COMMENCING AT A POINT 85 FEET SOUTH OF THE NORTHWEST CORNER OF THE SOUTH 1/2 OF SOUTH 1/2 OF SOUTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 25, TOWNSHIP 53 SOUTH, RANGE 41 EAST; THENCE RUN SOUTH 100 FEET; THENCE RUN EAST PARALLEL WITH 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 THE 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 POINT DUE EAST OF THE 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 OR POINT OF BEGINNING, LYING AND BEING IN MIAMI-DADE COUNTY, FLORIDA; EXCEPTING FROM THE ABOVE MENTIONED TRACT, 20 FEET OFF THE WEST SIDE OF SAID PROPERTY CONVEYED TO THE CITY OF MIAMI FOR STREET PURPOSES AS SHOWN BY DEED RECORDED IN DEED BOOK 361, AT PAGE 355, OF THE PUBLIC RECORDS OF MIAMI- DADE COUNTY, FLORIDA, AND ALSO LESS THE WEST 15 FEET THEREOF FOR ADDITIONAL RIGHT-OF-WAY. SAID LANDS ALSO KNOWN AS: A PORTION OF LOT 7, BLOCK 3, OF BAY VIEW ADDITION TO MIAMI, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK B, AT PAGE 107 OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; 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: COMMENCING AT THE NORTHWEST CORNER 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; THENCE RUN N 89°55'17" E FOR 35.00 FEET TO THE POINT OF BEGINNING; THE NEXT DESCRIBED LINE BEING ALONG A LINE 35 FEET EASTERLY OF THE CENTER LINE OF NORTH MIAMI AVENUE, THENCE N 00°16'34" E FOR 34.42 FEET TO A POINT ON THE NORTH LINE OF LOT 7; THENCE S 89°50'00" E ALONG SAID NORTH LINE OF LOT 7, FOR 108.40 FEET TO THE WESTERLY RIGHT OF WAY OF THE FLORIDA EAST COAST RAILWAY COMPANY, THENCE S 13°53'30" W ALONG SAID RIGHT OF WAY FOR 225.63 FEET; THENCE S 89°55'17" W ALONG A LINE SOUTHERLY OF 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 FOR 55.29 FEET, THENCE N 00°16'31" E ALONG THE LINE 35 FEET EASTERLY OF CENTER LINE NORTH MIAMI AVENUE FOR 185.00 FEET TO THE POINT OF BEGINNING. 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Man an 1.0•00.4 WOO • • • ...NM wpMa sY4 us Yy ll.fY4.f Y.1.••10VIWI 3.3111/04 Map tiY•la v� = saw r4Wa wM•Ya a aw rVMa s4Wa a 4 .111=11101100 VI. ban w4a•/a Smear tad. lin•lan. 117 • • a 7r= er. • •m=.m=-- 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 Project % City of Miami Loan Dade HFA Tax Exempt Bonds NRD-1 Public Benefits Trust Fund OMNI CRA Contribution OMNI CRA Land Contribution Tax Credit 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's Fees & 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 Project 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 Disbursement Agreement Exhibit E Affirmative Marketing Procedures and Responsibilities Note to ell applicants/respondents: This form was developed with Nuance, the official HUD software for the creation of HUD forms. HUD has made available Instructions for downloading a free Installation of a Nuance reader that allows the user to fill -In and save this form In Nuance. Please see arrwnutnuuaoc'iic=:ivarourgaoer+nsu for the instructions. Using Nuance software Is the only means of completing this form. Affirmative Fair Housing Marketing Plan (AFHMP) - Multifamily Housing U a. Departfsnt of Housing and UAeen Development Office of Fat Housing and Equ OpporionNy OMB Approval No. 2529.0013 (exp.1 /31/2021) 1 a. Project Name & Address (Including City, County, sfsla & cep Coda) lb. Project CoMreol Number lc. No. of Units Wynwood Works 2035 North Mleml Avenue Miami, FL 33127 L 1d. Census Tied 27.02 J120 Housing Market Area Housing Market Area: MIaml-Dade Court Expanded Housing Market Area: Mlaml t. Lauderdale, Pompano If. Managing Agent Name, Address (Including Clty, County, Stab & cep Cods), Telephone Number & Enna Address Gatehouse337-250 fm1artsgsmenu Inc. 120 Fortes Boulevard, Suite 180, Mansfield, MA 02048 rocom 1g. ApplleegonfOwnsrlDsvetopsr Name, Address (Including City, County, Stab & Zip Code), Telephone Number & Ems' Address Wynwcad Wier a, LLC, 2100 Coral Way, Suite 405, Miami, FL 33145 330o66-bb22B-0188, nlck.ktamderCmagellandev.com 1 h. Entity Responsible for Merbting (check all that apply) ❑ Owner Agent ❑ Other (spay) Position, Name (5 known), Address ( Including Clty, County, State & Zip Code), Telephone Number & Email Address Gatehouse Management, Inc., 120 Forbes Boulevard, Suits 180, Mansfield, MA 02048 508-337-2500, rohmk@gatehousemgt.com 1 L To whom should approval and other correspondence concerning this AFHMP be sent/ Indicate Name, Address (Including City, Mate & cep Code), Telephone Number & E-Mall Address. Kimberley RohmGatehouse Management Inc., 120 Forbes Boulevard, Suite 180, Mansfield, MA 02048 508-337-2, eM 2a. Affirmative Fair Housing Marketing Plan Plan Type Initial Plan Reason(.) for current update: Date of the First Approved AFHMP: 2b. HUD -Approved Occupancy of the Project (chec( all that apply) ❑ Elderly El Family 0 Mixed (Elderly/Disabled) ❑ Disabled 2o. Deb of Initial Occupancy 2d. Advertising Start Dab Advertleing must begin at beet 90 days prior to Mite or renewed occupancy for new construction and substentW rehabllltetlon projects. Date advertising began or wa begin For existing projects, select 'below the reason advertising will be used: 01/012024 O9/012023 To fill existing unit vacancies ❑ To place applicants on a waiting list ❑ (which currently has f IndMduals) To reopen a closed wafting Ilet (which currently has ❑IndMduals) Previous editions are obsolete Page 1 of 8 Fenn HUD-936.2A (12/2011) 3s, Demographics of Prefect end Houskg Motet Area Complete and submkWorksheet 1. 3b. Targeted Marketing Activity Based on your compbled Worksheet 1, indicate which demographic group(s) In the houekng market arras Ware /east Bkely to apply for the housing without epectal outreach efforts. (check all that apply) ❑ Wh6e ® Amedcan Indian orAlaslor Native ®Asian ® Black or Afdrann Amedcan ❑Native Hawaiian or Other Padre Ryder ® Hispanic ensiles ❑Fanlicewith aildrer Daher ethnic group, religion, etc. (specify) ® Persons wide DteablRtlss 4a. Residency Preference Is the owner requeetirp a residency preference? If yes, complete questions 1 through 5. If no, proceed to Block 4b. (1) Type (2) le the residency preference area: The creme as the AFHMP housing/expanded housing market area as Identified In Block le? Please Select Tyne Please Select Yes or No Please Select Yes or No The same as the residency preference area of the local PHA In whose Jurisdiction the project is located? (3) What le the geographic area for the residency preference? (4) What la the reason for having e residency preference? 'Please Select Yes or No (6) How do you den to periodicity evaluate your residency preference to ensure that It le In accordance with the nnonducrmineUon and equal opportunity requirements In 24 CFR 6.105(a)? Complete and aubmtt Worksheet 2 when requesting a residency preference (see also 24 CFR 5.855(cx1)) for residency preference requirements. The requirements In 24 CFR 5.655(c)(1) wit be used by HUD as guidelines for evaluating residency preferences consistent with the applicable HUD program requirements. See also HUD Occupancy Handbook (4350.3) Chapter 4, Section 4.8for additional guidance on preferences. 4b. Proposed Marketing Activities: Community Contacts Complete and submit Worksheet3b deeaibeyour use of oar Trudy contacts to market the project to those least likely to apply. 4c. Proposed Marketing Activities: Methode of Advertising Complete and submit Worksheet 4 to describe your proposed methods of advertising that will be used to market to those least likely to apply. Attach coplee of advertisements, radio and television scripts, Internet advertisements, webeles, and brochures, etc. Previous editions are obsolete Page 2 of 8 Form HUD-9352A (12/2011) 5a. Far Housing Poster The Fair Housing Poster must be prominently displayed In all ofoes In which sale or rental activity takes place (24 CFR 200.620(e)). Check below ell locations where the Poster will be displayed. IZI Rental Office ❑ Reel Estate Oflioa ❑ Model Una ❑ Other (specify) 5b. Affirmative Far Housing Marksthg Pion The AFHMP must be available for puldic Inspection at the sales or rental office (24 CFR 200.825). Check below all locations where the AFHMP will be made available. �] Rental Office ❑ Red Estate Office ❑ Model Unit ❑ Other (specify) 5e. Project SIM Sign Project SIte Signs, if any, must display In a conspicuous position the HUD approved Equal Housing Opportunity logo, slogan, or statement (24 CFR 200.620(f)). Check below ell locations where the Project Site Sign will be displayed. Please submit photos of Project signs. ❑ Rental Office ❑Red Estate Office ❑ Model Unit © Ent reoe b Project ❑ Other (epedfy) The sire of the Project Site Sign will be LI x The Equal Housing Opportunity logo or slogan or statement will be x sign size unknown & Eviluation of Marketing Activities Explain the evaluation process you will use to determine whether your marketing activities have been successful In attracting Individuate least Iikelyto apply, how often you will make this determination, and how you will make decisions about future marketing based an the evaluation process. During the lease up process ofWynwood Works, weekly marketing meetings w91 take place between the Senior VP, Aaet VP, Director of Compliance, Regional Manager, Community Director end Senior Leasing Manner of Gatehouse Management, Inc. Through Gatehouse's systematic lease up process, its affirmative fair marketing efforts vrill be evaluated through the following methods: -Outreach marketing logs, whii�ch will rscorrd In groups, all the visits to Communityp�r�sContacts outlined In thie plan. Visits to area --The places f various wealth'', methods advocacy will be rsoeviewed aid for offsctiven� in reaching proalu ive residents. Section 8 Mama will be insThe leasing traffic (telephone calla and visits to the party) generated from the advertising and o bwech marketing will be evaluated. -Sources of leasing traffic will be discussed end repeated or adJuatsd as needed. - Leasing Consultants wit be evaluated by a third party company to ensure that ell aspects of their leasing presentatlon are commensurate with OHM polities and procedures and that they ere meeting the objects of the lease up of the community. They will assess their performance on the telephone and during their visit to the property and evatuate their presentation to ensure that the Leasing Consultant Is adhering to all aspects of the Affirmative Fair Housing Marketing Plan and the Fair Housing Act. Previous 'Alone are obsolete Page 3 of S Form HUD 935.2A (1212011) 7a Iftwketlng 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 responsible for the Mnoative marketing plan for Wynwood Works. 7b. Staff ?training and Assessment AFHMP (1) Hee staff been trained on the AFHMP? Yes (2) Has staff been Instructed in writing end orally on non-discrimination end fair housing policies as required by 24 CFR 200.620(c)? Yea (3) If yea, who provides instruction on the AFHMP and Fair Housing Act, and how frequently? Prior to the beginning of the lease up process end thereafter on an annual bards, all members of the Gatehouse Management, Inc., team are provided with instruction on the AFHMP end Fair Houeing Act (4) Do you periodically assess staff skills on the use of the AFHMP and the application of the Fair Housing Act? Yes (6) If yes, how and how often? On en annual bests Leasing Personnel are required to take Fair Housing training through Grace Hill, a leader In on-line training forte multi -family Industry and are evaluated by a third party company for adherence to the AFHMP and Fair Housing Act 7a Tenant Seectlon Training/Stiff (1) Has staff bean reined on tenant selection In accordance with the proJect'a occupancy policy, Including any residency preferences? Yea (2) What staff positions arefwlll be responelble for tenant urination? The Director of Compliance, Regional Manager, Community Director. Leasing Manager and Leasing Consultants will be responsible for ensuring that et applicants meet the Criteria for Resident Selection for Wynwood Woda. 7d. Staff Instructlonf ralnIng: Describe AFHM/Falr Housing Act staff traint rg, already provided or to be provided, to whom It was/will be provided, content of training, and the dates of past and antldpated training. Please Include copies of any AFHMIFa?r Housing staff training materiels. Leasing Consultannts are trorequired �to take Fair Housing training . New Leasing Personnel must through Grace Hill (www.air Housing and grecehlllr r.ccom), a leader in on-line training for the addition, employment (and hirp employees nof contact cna h the ena�n All leasing sign copyep. this trainig ng coursesuse nManagement, ual da in weeK of Policy", a copy of which Is attached. Prevloue edillons are obsolete Page 4of 8 Form HUD-9352A (12/2011) 8. AddlUonal 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 protect? Please attach additional sheets, as needed. The targeted demographic groups for this Affirmative Fair Housing Marketing Plan were Identified using census Information using the uvww.ceneus.gov and www.cansusrsporter.org. 9. Review and Update By signing this form, the applicant/respondent agrees to implement Its AFHMP, and to review end update Its AFHMP In accordance with the instructions to item 9 of this fonn In order to ensure continued compliance with HUD's Affirmative Fair Housing Marketing Regulations (see 24 CFR Part 200, Subpart M). I hereby certify that all the Information stated herein, es well as any Information provided In the accompaniment herewith. Is true and accurate. Warning: HUD will prosecute false claims and etatemente. 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 suj(ttmg tnfe.Plan'8 [)ate of Suumiesion (mmyddlyyyy) L 4in N me (type or; (nt) Kimberley Rohm Title & Name or Company Assistant VP, Gatehouse Management, Inc. For HUD -Office of Housing Use Only Reviewing Official: Signature 8 Date (mm/dd/yyyy) Name (hype or Print) Title Previous editions are obsolete Page 5of8 For HUD -Office of Fair Housing and Equal Opportunity Use Only ❑ Approval Disapproval Signature & Date (mm/dd/yyyy) e print) Title Form HUD.035.2A (12/2011) PubIlc reporting burden for this collection of Information Is estimated to average six (6) hours per Initial response, and four (4) hours for updated plane, including the time for reviewing Instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of Information. This agency may not collect thls information, and you are not required to complete this form, unless It displays a currentty valid Office of Management and Budget (OMB) control number. Purpose of Form: All applicants for participation In FHA subsidized and unsubeldlzed multifamily housing programs with five or more units (see 24 CFR 200.615) must complete this Affirmative Fair Housing Marketing Plan (AFHMP) form as specified In 24 CFR 200.625, and in accordance with the requirements in 24 CFR 200.620. The purpose of this AFHMP Is to help applicants offer equal housing opportunities regardless of race, color, national origin, religion, sex, familial statue, or disability. The AFHMP helps owner's/agents (respondents) effecevey market the availability of housing opportunities to Individuals of both minority and non -minority groups that are least likely to apply for occupancy. Affirmative fair housing marketing and planning should be part of all new construction, substantial rehabilitation, and sidsting project marketing end advertising activities. An AFHM program, as specified In this Ptan, shall be In effect for each multifamily project throughout the life of the mortgage (24 CFR 200.620(a)). The AFHMP, once approved by HUD, must be made available for public Inspection et the sales or rental offices of the respondent (24 CFR 200.625) and rnay not be revised without HUD approval. This form contains no questions of a confidential nature. Applicability: The form and worksheets must be completed and submitted by all FHA subsidized and unsubaidlzed multifamily housing program applicants. INSTRUCTIONS: Send completed form and worksheets to your local HUD Office, Attention: Director, Office of Housing Part 1: Appllcant/Rsapondent and Project Identification. Blocks le, lb, lc, lg, 1 h, and 11 are self- explanatory. Block t d• Respondents may obtain the Census tract number from the U.S. Census Bureau when completing Worksheet One. Block le- Respondents should Identify both the housing market area end the expanded housing market area for their muhifamily housing projects. Use abbreviations tf necessary. A housing market area le the area from which a multifamily housing project owner/agent may reasonably expect to draw a substantial number of its tenants. This could be a county or Metropolitan Division. The U.S. Census Bureau provides a range of levels to draw from. An expanded housing market area Is a larger geographic area, such as a Metropolitan Division or a Metropolitan Statistical Area, which may provide additional demographic diversity In terms of race, color, national origin, religion, sex, familial status, or disability. Block 1f- The applicant should complete thls 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, as well as the date of the first approved AFHMP. Respondents should also provide the reason (s) for the current update, whether the update Is based on the five-year review or due to significant changes In project or local demographics (See Instructions for Part 9). Block 2b- Respondents should Identify all groups HUD has approved for occupancy in the subject project, In accordance with the contract, grant, etc. Block 2c- Respondents should specify the date the project was/will be first occupied. Block 2d- For new construction and substantial rehabilitation projects, advertising must begin at least 90 days prior to Initial occupancy. In the case of existing projects, respondents should Indicate whether the advertising will be used to fill existing vacancies, to place individuals on the project's welting Nat, or to re -open a closed wetting list Please Indicate how many people ere on the waking Nst when advertising begins. Page 6 of 8 Form HUD 936.2A (12/2011) Part 3 Demographics and M.rkeUng Area. 'Least -likely to apply" mean that there Is an identifiable presence of a specific demographic group In the housing market area, but members of that group are not likely to apply for the housing without targeted outreach, Including marketing materials In other languages for limited English profdent Individuals, and alternative formats for persons with disabilities. Reasons for not applying may include, but are not limited to, insufficient Information about housing opporhmitiea, language bafflers, or transportation, impediments. Block 3a - Using Worksheat 1, the respondent should indicate the demographic composition of the p' ojec'e residents, current project apptioant data, census tract, housing market area, and expanded housing market area. The eppilcable housing market area end expanded housing market area should be indicated In Block 1e. Con -pare groups within rows/across columns on Worksheet 1 to Identify any under -represented group(a) relative to the surrounding housing market area and expended housing market area, i.e., those group(.) 'least likely to apply' for the housing without targeted outreach and marketing. R there Is a particular group or subgroup with members of a protected dues that has en Identifiable presence In the housing market area, but Is not Included in Worksheet 1, pleas apedfy under 'Other.' Respondents should use the moat current demographic data from the U.S, Census or another official source such as a local government planning office. Please Indicate the source of your data in Part 8 of this form. Biodc 3b - Using the Information from the completed Worksheet 1, respondents should Identify the demographic group(e) least likely to apply for the housing without special outreach efforts by checdng ail that apply. Part 4 - Marketing Program and Residency Preference (If any). Block 4a - A residency preference lea preference for admission of persona who reside or wok In a specified geographic area (sea 24 CFR 5.855(cx1)8I)). Respondents should indicate whether a residency preference Is being utilized, and If so, respondents should specify B It le new, revised, or continuing. I1 a respondent vAshee to utilize a residency preference, it must state the preference area (and provide a map delineating the precise area) and state the reason for having such a preference. The respondent must ensure that the preference le In accordance with the non- discrimination and stud opportunity requirements In 24 CFR 5.105(a) (Dee 24 CFR 5.855(cx1)). Respondents should use Worksheet 2 to show how the percentage of the eligible population living or woddng In the reeldency preference area compares to that of residents cite project, project applicant date, census tract, housing market area, and expanded housing market area. The percentages would be the same as shown on completed Worksheet 1. Block 4b - Using Worksheet 3, respondents should describe their use of community contacts to help market the project to those least Iikey.to apply. This table should Include the name of a contact person, hle/her address, telephone number, previous experience woridng with the target popuiation(e), the approximate date corned was lII be Initiated, and the specific role the community contact will play In assisting with ettlnnative fair housing marketing or outreach. Bbdc 4c - Using Worksheet 4, respondents should describe their proposed methods) of advertising to market to those least likely to apply. This table should Idently each media option, the reason for choosing this media, and the language of the advertisement. Alternative format(s) that will be used to reach persons with disabilities, and logo(s) that will appear on the various materiels (ere wet ere their size) should be described. Please 'Bach a copy of the advertising or marketing material. Pat 5 —Availability of the Fair Housing Paster, AFHMP, and Project Sits, Sign. Block 5a - The Falr Housing Poster must be prominently diapleyed In all dukes In which sale or rental activity takes place (24 CFR 200.820(e)). Respondents should Indicate ell locations where the Falr Housing Poster will be displayed. Block 5b -The AFHMP must be available for public Inspection at the sales or rental office (24 CFR 200425). Check all of the locations where the AFHMP will be available. Block 5c -The Project Site Sign must display in a conspicuous position the HUD -approved Equal Housing Opportunity Imo, slogan, or statement (24 CFR 20042068. Respondents should Indicate where the Project Site Sign will be displayed, as well as the size of the Sign and the size of the logo, slogan, or statement. Please submit photographs of project site signs. Previous *Slone are obsolete Page 7of 8 Form HUD-9352A (1212011) Pant 8 - Evaluation of Marketing Activities. Respondents should ehpletn the evaluation process to be used to determine If they have been successful In attracting those Individuals Identified as least likely to apply. Reepondente should also esuplekh how they MI make deciaions about future marketing activities based on the evaluations. Part 7- Marketing Staff and Training. Bloc 7e -Respondents ehoukl identify staff poeit10 m that are/will be responsible for affirmative marketing. Block 7b- Respondents should Indicate whether staff has been trained on the AFHMP and FalrHousing A. Please Indicatewho provides the training and how frequently. In addition, respondents should specify whether they periodically assess staff members' sillier kn using the AFHMP and In applying the Fair Houeing Act They should state hew/often they assess employee skills and how they conduct the aseesment Bloc 7c-Respondents should Indicate whether staff has been trained en tenant selection In accordance with the projeci'e occupancy policy, including residency preferences (if any). Respondents should also identify thoee staff positions that are/will be,reaponsibte for tenant selection. Block 7d - Respondents should include copies of any written materiels related to staff training, and identify the data of pant and antclpated training. Part 8 - Additional Considerations. Respondents should describe their efforts not previously mentioned that werdare planned to attract those Individuals least likely to apply for the subject housing. Previous editions are obsolete Part 9 - Review and Update. By signing the respondent assumes responsibility for Implementing the AFHMP. Respondents must review their AFHMP every five years or when the local Community Development Jurisdiction's Consolidated Plan Is updated, or when there we signtticant changes In the demographics of the project or the local housing market area. When reviewing the plan, the respondent should consider the current demographics of the housing market area to determine if there have been demographic changes In the population In terms of race, color, national origin, religion, sex, familial status, or disability. The respondent will than determine If the population least to likely to apply for the housing Is still the population Identified In the AFHMP, whether the advertising and publicity cited In the current AFHMP are still appropriate, or whether advertising sources should be modified or expanded. Even if the demographics of the housing market area have not changed, the respondent should determine If the outreach currently being performed is reaching those it is Intended to reach as measured by project occupancy end applicant data. If not, the AFHMP should be updated. The revised AFHMP must be submitted to HUD for approval. HUD may review whether the affirmative marketing la actually being performed In accordance with the AFHMP. If based on their review, respondents determine the AFHMP does not need to be revised, they should maintain a file documenting what was reviewed, what was found as a result of the review, and why no changes were required. HUD may review thls documentation. Notification of Intent to Begin Marketing. No later than 90 days prior to the Initiation of rental marketing activities, the respondent must submit notification of intent to begin marketing. The notflcattlon Is required by the AFHMP Compliance Regulations (24 CFR 108.15). The Notification is submitted to the Office of Housing in the HUD Office servldng the locality In which the proposed housing will be located. Upon receipt of the Notification of Intent to Begin Marketing from the applicant, the monitoring office will review any previously approved plan end may schedule a preoccupancy conference. Such conference will be held prior to Initiation of ealestrsntal marketing activities. At this conference, the previously approved AFHMP will be reviewed with the applicant to determine lithe plan, and/or Its proposed Implementation, requires modlltcetion prior to initiation of marketing In order to achieve the objectives of the AFHM reputation and the plan. OMB approval of the AFHMP Includes approval of this notification procedure as part of the AFHMP. The burden hours for such notification ere Included In the total designated for this AFHMP form. Page 8of8 Form HUD-935.2A (12/2011) Worksheet 1: Determining Demographic Groups Least likely to Apply for Housing Opportunttlss (Su AFHMP, Block 3b) In the respective columns below, Indicate the percentage of demographic groups among the pr*Jecrs residents, current project applicant data, census tract, housing market area, and expanded housing market area (See Instructions to Block le). If you are a new construction or aubstantlal rehabilitation project and do not have resident. or project applicant date, only report information for census treat, housing market area, and expanded market area. The purpose of thla Information Is to Identify any under -representation of certain demographic groups In terms of race, color, national origin, religion, sex, famlilal atetus, or disability. If there Is significant under -representation of any demographic group among project residents or current applicants In relation to the housing/expanded housing market area, then targeted outreach and marketing should be directed towards these Individuals feast likely to apply. Please Indicate under -represented groups In Bode 3b of the AFHMP. Please Mash maps showing both the housing market area and the expanded housing market area. Demographic Chersctsrlatls AnJactls Resider Project's Applicant Data Census Watt Housing Market Area Expordsd HousingMolad Ona %White 40.8 79 29 % Black or African American - 9.7 17.7 20 % Hispanic or Latino 60.1 69.4 45 1.9 1,8 2 %AmericanIndian or Alaskan Native .3. 0 0 % Native Hawaiian or Pacific Islander 0 0 0 %Posona w1h ' Dbebiales Ns 10 5.8 % Families with Children u dertheageof 18 r unk 28.8 61.7 Other (madly) 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 orwork Inc specified geographic area (see 24 CFR 5.855(c)(1)(II)). If a residency preference le utilized, the preference must be In accordance with the nondiscrimination and equal opportunity requirements contained in 24 CFR 5.105(a). This Wor ksheet wll help'chow how the percentage of the population in the residency preference area comperes to the demographics of the project 'a residents, mpg:cant data, census tract, housing market area, and expanded housing market area. Pease attach s map clearly delineating the residency prefsnnes geographical visa. Demographic Characteristics Project's Residents (as determined in Wodksheet 1) Project's Applicant Data (as determined in Worksheet 1) Census 7lract (as determined In Worksheet .1) Housing Market Area (as determined In Worksheet 1) Expanded Horsing Market Area (es determined In Worksheet 1) Residency Prshnn:DAna (If applicable) % Whlte % Black or African American % Hispanic or Latino % Asian % American Indian or Alaskan Native % Native Hawaiian or Pacific Islander % Persons with Disabilities % Ferrltiee with Children under the age of 18 Other (specify) Worksheet 9: Proposed Marketing Activities —Community Conte (See AFHMP, Block 4b) For each targeted marketing population designated es least likely to apply In Block 3b, Identify at least one community contact organization you will use to fadIItate outreach to the particular population group. This could be a eadal service agency, religious body. advocacy group, community carter, etc. State the names of contact parsons, their addresses, their telephone numbers, their previous experience worldng with the target population, the approximate date contact wasMdll be Initiated, and the specific role they will play In assisting with the affirmative fair housing marketing. Please attach additional pages If necessary. Targeted Population(a) I Community Contact(a), Including required Information noted above. see attached Worlaheat 4: Proposed Marketing Activities - Methods of Advertising (See AFHMP, Block 4c) Complete the followAng table by Identifying your targeted marketing populadon(s), as Indicated In Block 3b, as well es the methods of advertising that wAU be used to market to thet population. For each targeted population, state the ' means of advwrtlsing that you MI use as applicable to that group and the reason for choosing this media. In each btoc1 In addition to specifying the media that will be used (e.g., name of newspaper, television station, webelte, location of bulletin board, etc.) state" any language(s) In which the materiel will be provided, Identify any alternative format(s) to be used (e.g. Braille, large print, etc.), and specify the logo(e) (as well as size) that will appear on the vadoua matelots. Attach additional pages, If necessary, for further explanation. Please attach a copy of the advertising or marketing material. Targeted Populatlon(u)-. Methods of Advertising 1 Targeted Population: Targeted Population: Targeted Population: Nswspapsr(s) see attached Radio Station(s) TV Staton(s) Elaetratk Media Bulletin Boards 1 Brochures; Notices. Flyers Other (specify portunity Zones • ; v2 o • 4 I Nyy y TIA Ave NW27thSt Ph ek,m,r. d Un. O th St :ara+ u;; tom— -0bmt loft lV 7 z NW ISth Ter 'y4yl NW 46th St 4YMrrarcl tZr A. Part, .L?urheei Ft.* .. httpeJ/oppaztonitydb.mapasrcgis.cow/appe/Bmbed/ ndex.html?web... I:Pd4it4 ! ttO r ce Ln •' E, iv) Ct4 Unit tart, NW Tth St NW 5th St tiff Alt Si • 3rd St NW lit St Wispier 8W tstSt 1domtkt Fgd. at 11197 t 4thSt SW 311 St z 1• $W 4th St SW 5th St • SW toil Rr efsa, TM •1 AN32ndSt & Jam 2901 St Fork 27pt St ilk St ;3rdS• 4� z NE t4th.St QqI A C � x NE Sits St NESrdSI- NE 2MtSt 1, f't NE 1stit r:'r S€ lstSt SE Ind St tt.- at Bri C♦ 2/7/2022, 2:47 PM -- 2n/2022,2:54 PM Target Population(s) Methods of Advertising Targeted Population Targeted Population Targeted Population Diario Las Americas (Chosen because it is published In Spanish) Hispanic The Miami Times (Chosen because Its target audience Is African American) African American The United Chinese News of Florida (Chosen because it is published in Chinese) Asian Property Website (Has capacity to translate into multiple languages) Asian African American Hispanic Community► Contacts Tsrgetnd Population Company ! Contact Tea Addles' ( City, Slab Zip Phan" - Common! Astm Min Fedretloen at MurkFlorkb •Wane Ting Rankin 550125aa Wiwi No. MM. R33161 71e Aden Arral= Reymann ar Fulda manes a rainy mitmakes End awn for FsMan Cantu ty b housing. i mina smrspkrinnnt. linguae benignant aukamch events. - - - iLTrlle Canaan RamaKona - - Presided - 5593 W. a. 80s 2.caea Mimic Canaan Pcrpselobplacerae,tailing. t • criaaallrjlortlInniantInn e � ll+ioe.lanr Faap.r c RaderCAta1S3G;u Disabled Jessie Tam Cammany WWII Cadet. Inn Annie Neaaran CEO 33211 NW Arms� Lama FL 33i42 tLffi7 M 90a d®lentms cwlrneity Hindi Caner nee pmdral doiceth vt.emperam I dbrkluda to schism Illskt ll nylon. Iambi*MIPopaYiaon - - Mkrd Dads Canty CamamityAallmand tkrbn sedan Enna Odom Manor 701 NW tat CL With Floor MEW.RS9198 ' 7as4W4t00 Emmental fmnillsm. hnan duets, Ind tun cries taa�l9epeovitdonafcmyrdhrutraaril scram Man UpN Fiaae Sarno Fiendlawbbsd vowsoferMining vows Jade Presided. Oat SW t itarasa allrrd. FL 33190 M54511-2288 Band ltdlt. Hose darQ to ltr bird. planks In math minicamera and tarn amnudal6onfarthe Impend prinking hopeaaddeme and Irmism rdaea.'May arreity mina morn claw remnants. Ur=DAD of Mani Bench Mnanntepeda Ban dire Director 7251 Capra Mann MinFlaprdo d 14 R. 3lYFaGI-0DS7 UMW dl lmrnl Barb h an agldastlm ri I*i to lade gee adrift comma ra9h Jab plaosr er t and armuad4ratredrewrd.bada8gar Instal as b to do come air Finnan aabner union by Meg sponsored FIU far ar raFdab far Hispanic l.aanos Unite Ora, J. Muds Vu u F]aatlha Dkaaor 9923 NW 17th Anne Mint R. 33142 3118E37-1108 LIfAC Y 5g11I Ehi ■ mnpraKarenemaon provides adalaaa Rovms Id mnaarrte son = to chitin diverse ha:grou ds. rat adults of arbrr niliha II GATEHOUSE MANAGEMENT, INC. FAIR HOUSING POLICY It is the policy of Gatehouse Management, Inc. and its affiliated companies to provide equal housing opportunity to all qualified applicantsand 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 the 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 discrimination by an applicant or resident. Additionally, it is illegal for anyone 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: "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 form 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 Discrimination 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: HE Poem 7. Provide different services or facilities; 8. Place advertising that indicates a desired "type" or uses restrictive language (examples of prohibitive language are 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 per bedroom shall not exceed the maximum permissible under local building codes or applicable law or regulations or the generally accepted HUD standard of 2 persons per bedroom as summarized in the Keating Memorandum " Examples of Occupancy Standard Discrimination 1. It is unlawful to insist that a family of four rent a three -bedroom apartment. A family of four may rent a 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 will help to ensure that 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 commitment 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 opportunity to ask any questions I had, to ensure my understanding of this policy. Employee's Printed Name Position Employee's Signature Date P: Fount/OM-09 3/201S Exhibit F Mortgage and Security Agreement Exhibit G Declaration of Restrictive Covenants Exhibit H Rent Regulatory Agreement Exhibit I Signa2e Requirements \"lIkrtrttti1 BUSINESS IPROVEMENT DISTRICT WYNWOOD 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. 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. 2. Loan from City of Miami, Florida ("City") in the amount of Three Million, Five Hundred Thousand and 00/100 Dollars ($3,500,000) consisting of Miami Forever Bond Program Funds, evidenced by a promissory note to the City and secured by a mortgage in favor of the City. 2gt/s/ Schedule B Permitted Subordinate Financing 1. Loan from Wynwood Works MTZ, LLC ("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. 10452861.10