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Home My WebLink About24588AGREEMENT INFORMATION AGREEMENT NUMBER 24588 NAME/TYPE OF AGREEMENT OMNI CRA & CASA MIA APARTMENTS, LLC DESCRIPTION CONSTRUCTION FORGIVABLE PROJECT LOAN AGREEMENT/REHABILITATION RENTAL - 1815 NW 1ST CT MIAMI, FL/FILE ID: 7931/CRA-R-20-0016 EFFECTIVE DATE March 31, 2023 ATTESTED BY TODD B. HANNON ATTESTED DATE 3/31/2023 DATE RECEIVED FROM ISSUING DEPT. 8/24/2023 NOTE CONSTRUCTION FORGIVABLE PROJECT LOAN AGREEMENT FOR CASA MIA APARTMENTS, LLC This Construction Forgivable Project Loan Agreement (this "Loan Agreement" or this "Agreement") dated as of the 31 day of Mom-- , 2023, is by and between the OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes, with a principal office located at 1401 N. Miami Avenue, Miami, FL, 33136, and its successors and/or assigns (hereinafter the "CRA" or "Lender") and CASA MIA APARTMENTS, LLC, a Florida limited liability company whose address is 2650 SW 27th Ave Suite 301 Miami, Florida 33133 (hereinafter the "Project Sponsor" or "Borrower"). FUNDING SOURCE: OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AREA FUNDING AMOUNT: FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) FOR REHABILITATION (the "Construction CRA Loan") RESOLUTION: CRA-R-20-0016 PROJECT NAME: Casa Mia Apartments PROJECT TYPE: Rehabilitation Rental PROJECT SPONSOR:. CASA MIA APARTMENTS, LLC, `a Florida limited liability company LAND OWNER: TERM OF THE AGREEMENT: AFFORDABILITY PERIOD: CRA ASSISTED UNITS: PROPERTY ADDRESS: CASA MIA APARTMENTS, LLC, a Florida limited liability company See Section 1.1 Twenty (20) years commencing on the Close -Out of the Project. All of the Twelve (12) Units shall be CRA Assisted Units. 1815 NW 1st CT Miami, Florida Page 1 of 40 EXHIBITS ATTACHED AND INCORPORATED : Exhibit "A" Legal Description Exhibit "B" Scope of Work /Project Schedule Exhibit "C" Budget Exhibit "D" Form of Disbursement Agreement Exhibit "E" INTENTIONALLY OMITTED Exhibit "F" Form of Mortgage Exhibit "G" Form of Covenant Exhibit "H" Form of Rent Regulatory Agreement Exhibit "I" Signage Requirements Exhibit "J" Additional Insurance Requirements Exhibit "K" Title Insurance Commitment Schedule A Permitted Senior Financing Schedule 1.14 Existing Tenants RECITALS WHEREAS, the Project Sponsor is the owner to the real property described in Exhibit "A." The Project Sponsor is acquiring and renovating an existing affordable housing project known as the Casa Mia Apartments (the "Project") that will increase the supply of rental housing units for Market Rate -Income Households and Workforce -Income Households, by rehabilitating and maintaining affordable rental units. WHEREAS, on September 23, 2020, the Board of Directors of the CRA ("Board") through resolution CRA-R-20-0016 approved funding for the Project in the amount of $500,000.00 for Project hard and soft construction costs ("Construction CRA Funds" or "CRA Funds"); and WHEREAS, this Agreement relates to the Construction CRA Funds; and WHEREAS, on September 23", 2020, the Board, through Resolution CRA-R-20-0016 stipulated that the CRA funding of this Project is subject to the condition that the CRA and the Project Sponsor intend and agree that the CRA Funds be subject to the terms and conditions of this Agreement and the regulated rents set forth in Exhibit "H." NOW THEREFORE, in consideration of the mutual covenants and obligations herein contained, and subject to the terms and conditions hereinafter stated, the parties hereto understand and agree as follows: ARTICLE I DEFINITIONS The CRA, 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 1.1 Affordability Period: 1.2 Affordable or Affordability: 1.3 Close -Out of the Project: 1.4 Contract Records: 1.5 Effective Date: 1.6 HUD: 1.7 CRA Assisted Units, or Assisted Units: The period of time that the Assisted Units must remain Affordable, in accordance with the terms of the Loan Documents, for Workforce Income Households. The Affordability Period for this Project will be twenty (20) years, commencing on the Close - Out of the Project. A unit that satisfies the rent requirements set forth in the Rent Regulatory Agreement and the Covenant. The date on which all renovations in the Scope of Work, as set forth on Exhibit "B", have been completed (as evidenced by the issuance of a certificate of occupancy, certificate of completion or similar certificate, as is applicable, from the applicable governmental authority). 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 is or was 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- CRA Funds in carrying out the duties and obligations required by the terms of this Agreement, including, but not limited to, financial books and records, ledgers, drawings, maps, pamphlets, designs, electronic tapes, computer drives and diskettes or surveys. The date on which this Agreement has been signed by all parties to this Agreement including the Project Sponsor, the CRA Executive Director, and has been attested to by the CRA Clerk. The United States Department of Housing and Urban Development. The Project will consist of a total of six (6) two - bedroom and six (6) studios, which shall all be considered CRA Assisted Units. Subject to Existing Tenants, all of the units will be maintained as Page 3 of 40 1.8 CRA Loan Documents, or Loan Documents: 1.9 CRA Funds, or, the Loan: Market -Rate and Workforce -Income Households for a period of twenty (20) years during the Affordability Period. The Project must at all times (during the Affordability Period and subject to Existing Tenants) maintain the following unit mix structure: 75% Workforce -Income Household (as defined below) (9 units); 25% Market -Rate Income Household (as defined below) (3 units); (the "Unit -Mix"). The payable rents on the CRA Assisted Units are subject to annual adjustment as provided in and by the Covenant and the Rent Regulatory Agreement, as applicable. Further restrictions apply to the CRA Assisted Units as provided in this Agreement, the Covenant, the other CRA Loan Documents and the Legal Requirements, as applicable. Shall refer to the following documents: Mortgage and Security Agreement (the "Mortgage"), Promissory Note (the "Note"), Mortgage Subordination Agreement (the "Subordination Agreement"), the Covenant, Rent Regulatory Agreement, and Disbursement Agreement between the CRA and Casa Mia Apartments, LLC. Is the loan in the amount of five hundred thousand dollars ($500,000.00) provided by the CRA to the Project Sponsor for Project hard and soft construction costs. 1.10 Program: Intentionally deleted 1.11 Legal Requirements: 1.12a Workforce -Income Household All federal, state and local laws, regulations and requirements relating or pertaining to the Construction Forgivable Project CRA Loan and/or the Project, and any requirements, imposed by the CRA (which are consistent with the terms of this Agreement and the other CRA Loan Documents). Annual income does not exceed one hundred twenty percent (120%) of the median income for the area, as determined by HUD, with adjustments and certain exceptions as provided in 24 CFR Part 92. 1.12b Market -Rate Income Household A household with an annual income that is not restricted. Page 4 of 40 1.13 Existing Tenant 1.14 Project: 1.15 Property: 1.16 Permitted Senior Financing: 1.17 Term: 1.18 Covenant: Any Tenant with a current lease for domicile at the Property at the time of the acquisition of the Property by Project Sponsor as reflected on Schedule 1.14 attached hereto. Rehabilitation of a (3) three-story, mixed income building consisting of twelve (12) units located at 1815 NW 1ST Court, Miami, Florida. The Project will consist of a total of twelve (12) units, comprised of six (6) two -bedroom, and six (6) studios. The Project will at all times. (during the Affordability Period and subject to Existing Tenants' lease terms and rights) maintain the Unit -Mix. The Buildings on the Property shall be renovated in accordance with the Project Schedule/Scope of Work and the plans and specifications (attached hereto and incorporated herein as Exhibit "B"), that will provide affordable housing opportunities in accordance with HUD income guidelines as described herein and in the Loan Documents. The real property located at, 1815 NW 1st CT, Miami, Florida, in the County of Miami -Dade, State of Florida, on which the Project is being rehabilitated, as legally described in Exhibit "A", attached hereto and incorporated herein. Loan from TERRABANK, N.A., a National Banking Association, in the amount of $1,100,000.00 evidenced by a Promissory Note and secured by a Mortgage, both from Borrower, in favor of TERRABANK, N.A., a National Banking Association (the "Senior Lender") as more particularly described on Schedule "A". The period commencing on the Effective Date hereof and ending at the Expiration of the Affordability Period, as such term is defined in the Covenant, unless this Agreement is terminated sooner as provided for herein. Declaration of Restrictive Covenants for CASA MIA APARTMENTS, LLC, of even date herewith, to be recorded in the Public Records of Miami -Dade Page 5 of 40 County, Florida to ensure that the Project -Assisted Units will qualify and remain Affordable during the Affordability Period. ARTICLE II CRA FUNDS Upon satisfaction of all conditions set forth herein, the CRA shall disburse the CRA Funds to the Project Sponsor for the purposes herein set forth. 2.1 Use of Construction CRA Funds. The Construction CRA Funds shall be used for the rehabilitation of the Property in accordance with the Scope of Work/Project Schedule attached hereto and incorporated herein as Exhibit "B" and the Budget attached hereto and incorporated herein as Exhibit "C". 2.2 Disbursement. The Construction CRA Funds shall be disbursed in accordance with the Budget attached hereto and incorporated herein as Exhibit "C" and in the manner set forth in that certain Disbursement Agreement, of even date herewith, entered into by the CRA and the Project Sponsor (the "Disbursement Agreement"), which is attached hereto and incorporated herein as Exhibit "D". Construction CRA Funds shall not be disbursed until the CRA receives evidence that the ProjectSponsor has acquired and or closed the approved permits for the entire Project. Except as provided otherwise in the Disbursement Agreement, the Project Sponsor shall not request disbursement of such Construction CRA Funds until such Construction CRA Funds are needed for payment of eligible costs or reimbursement thereon. The amount of each request for disbursement must be limited to the amount needed for the payment of eligible costs or reimbursement for same. The Project Sponsor agrees and affirms that any expenditure of the Construction CRA Funds will be in compliance with the requirements of 24 CFR §92.206. Notwithstanding the foregoing, if (a) any line item in the Budget shall be completed without the expenditure of all amounts in the Budget allocated to such line item or (b) the Project Sponsor shall demonstrate to the CRA's reasonable satisfaction that a cost -savings has been realized with respect to any line item, the un-advanced balance of the Construction CRA Funds allocable to such over -budgeted line item may be reallocated to an uncompleted line item(s) in the Budget, provided that a revised Budget, which shall indicate revisions made to date to the Budget (including the proposed reallocation as a result of such cost -savings) shall be furnished to the CRA within 21 days of completion of the cost -saving item. 2.3 Repayment of Construction CRA Funds. Subject to the terms of this Agreement providing for the forgiveness of the Construction CRA Loan upon the stated conditions being met, repayment by the Project Sponsor of principal, accrued interest, and other costs and charges (relating to the Construction CRA Loan) set forth in the CRA Loan Documents shall be deferred until the end of the Affordability Period. Upon the Close -Out of the Project, the CRA Loan will be repaid as follows: A. The Construction CRA Loan shall bear zero percent (0%) during the term of the Project. Upon receipt of the first disbursement, the Construction CRA Loan will be converted to a loan that shall bear interest at the rate of zero percent (0%) per annum simple interest only, with Page 6 of 40 the entire principal balance and any accrued and unpaid interest and other charges due at maturity. Notwithstanding anything in this Agreement or any of the other CRA Loan Documents to the contrary, provided that an Event of Default pursuant to Article VII hereof does not occur, the Construction CRA Loan shall be forgiven upon the end of the Affordability Period. Upon the end of the Affordability Period, the CRA shall cancel all remaining indebtedness on the Construction CRA Loan, cancel the Note for the Construction CRA Loan (and deliver, or cause to be delivered, the cancelled original Note to the Project Sponsor), and satisfy the Mortgage for the CRA Construction Loan, and prepare and record a satisfaction of the Mortgage in the Public Records of Miami -Dade County, Florida). The CRA may, at its sole discretion, forgive all remaining indebtedness and other sums due on this Loan and release all documents given as collateral security for no additional consideration at any time before maturity. B. The Project Sponsor shall not agree to any transaction or agreement that will create additional mandatory superior payments without the CRA's prior written approval (such approval not to be unreasonably withheld, conditioned or delayed) other than as set forth on Schedule "A" attached hereto and made a part hereof. C. Intentionally Deleted. D. Notwithstanding any provision herein to the contrary, the amount of the Construction CRA Funds disbursed hereunder, together with all interest accrued thereon, shall become due and payable upon the occurrence of an Event of Default as described in Article VII below and the continuance of such Event of Default beyond the applicable grace, notice and/or cure period, if any. ARTICLE III DISBURSEMENT REQUIREMENTS 3.1 CONDITIONS OF DISBURSEMENT OF CRA FUNDS. The CRA shall not be obligated to disburse the Construction CRA Funds, in accordance with Exhibit "D," unless and until the CRA has received the following: 3.1.1 Title Insurance. A title insurance commitment issued by a title insurance company acceptable to the CRA identifying the CRA's insurable interest, the Project Sponsor's 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 CRA, and shall include such affirmative coverage as the CRA shall require. 3.1.2 Survey. An original current survey of the Property made by a registered surveyor satisfactory to the CRA and the title company and containing such certifications as the CRA and the title company may require. 3.1.3 Zoning. Evidence that the Property and the proposed improvements comply with all applicable zoning ordinances or are otherwise legal non -conforming. Page 7 of 40 3.1.4 CRA Program. Evidence of the Project Sponsor's satisfactory compliance with all of the applicable requirements of the CRA. 3.1.5 Corporate Documents. (a) The operating agreement, or its equivalent, and a good standing certificate for the Project Sponsor, certified by the appropriate governmental authority. (b) Resolutions, and incumbency certificates, or, in the case of a limited liability company or partnership, their equivalent, for the Project Sponsor certified by the Corporate Secretary, manager, or other authorized signer, authorizing the consummation of the transactions contemplated hereby, all satisfactory to the CRA . (c) Evidence satisfactory to the CRA that Project Sponsor or any partner of such entity, is qualified to receive funds from and in accordance with the requirements provided in these documents and/or has not been debarred to conduct business with the City of Miami ("City"), the State of Florida , Federal Government or their agencies. 3.1.6 Insurance Policies. (a) Comprehensive General Liability and umbrella liability coverage in an amount not less than $1,000,000.00 per occurrence and $2,000,000.00 annual aggregate, protecting the CRA and the Project Sponsor against liability incidental' to the use of, or resulting from an accident occurring on or about, the Property, including coverage for: (i) fire, explosion, collapse and underground hazards, completed operations and independent contractors, and (ii) automobile liability for all owned vehicles as well as coverage for non -owned and hired automobiles with a combined Single Limit of at least $1,000,000.00. (b) Workers' compensation insurance as required by the laws of the State of Florida. (c) Employer's liability insurance protecting the Project Sponsor against liability resulting from any accident or liability arising from or relating to any construction on the Property. (d) Except with respect to the Construction Ramp -Up Funds (as such term is defined in the Disbursement Agreement) a builder's risk policy, using a completed value form in an amount not less than one hundred percent (100%) of the full insurable replacement cost of the Project, insuring the Project from such perils and other hazards as the CRA may reasonably Page 8 of 40 require, including without limitation, fire, extended coverage, vandalism and malicious mischief, and collapse. (e) If any portion of the Property is located in an area identified by the Federal Emergency Management Agency as an area having special flood hazards, Federal flood insurance in such an amount as is satisfactory to the CRA. All such insurance shall insure the CRA, as an additional insured, with a loss payable clause in favor of the CRA, to the extent possible during such time as any Permitted Senior Financing is in existence. The Project Sponsor shall be required to obtain and furnish evidence of any other insurance coverage the CRA may reasonably require during the Term of this Agreement, including, but not limited to that described on Exhibit "J" attached hereto and made a part hereof. All such policies shall provide the CRA with mandatory written notice of cancellation or material change from the insurer not less than thirty (30) days prior to any such cancellation or material change, and all such policies shall be written by insurance companies satisfactory to the CRA. Failure of the Project Sponsor to submit all required evidence of the specified insurance coverage, except for Comprehensive General Liability and umbrella liability coverage, three (3) calendar days prior to the closing shall delay the disbursement of the CRA Funds. Notwithstanding anything to the contrary contained herein, both Lender and Borrower acknowledge and agree that this Agreement is being executed with the understanding that all required insurance documents, as set forth in Exhibit J, which by this reference is incorporated into and made part of this Agreement, and all construction payment performance bonds that are required by the City of Miami's Department of Risk Management ("Risk Management") must be submitted to and approved by Risk Management prior to the commencement of any and all construction related to this Agreement. 3.1.7 Operative Documents. This Agreement, the Covenant, the other CRA Loan Documents, and all other documents that the CRA shall require in its reasonable discretion, duly and lawfully executed by the Project Sponsor, and in recordable form, where appropriate. 3.1.8 Appraisal. A current appraisal of the Property made by a member of the American Institute of Real Estate Appraisers. 3.1.9 List of Contractors and Subcontractors. A list of all of the Project Sponsor's contractors and subcontractors as of the date of full payment to same, and copies of all contracts in excess of $10,000 for the performance of services or the supply of materials in connection with the Project to be funded pursuant to this Agreement. 3.1.10 Compliance with CRA Requirements. All other documents reasonably required by the CRA evidencing compliance with all requirements. 3.1.11 Intentionally Deleted. Page 9 of 40 3.1.12 Evaluation of Project Costs. The evaluation of the Project's costs as prepared by an independent engineer/general contractor, engaged by the Project Sponsor, that supports the total projected construction costs of the Project. 3.1.13 Intentionally Deleted. 3.1.14 Intentionally Deleted. 3.1.15 Environmental Report. The Project Sponsor shall submit all information requested by the CRA with respect to the Project including, but not limited to, Phase I and Phase II Environmental Assessment Reports, as applicable. 3.1.16 Audit Report. The Project Sponsor shall submit audit reports, as are required herein, to the CRA. 3.1.17 Personnel Policies and Administrative Procedure Manuals. The Project Sponsor shall submit detailed documents describing the Project Sponsor's internal organizational structure, property management and procurement policies and procedures, personnel management, accounting policies and procedures, etc. Such information shall be submitted to the CRA within thirty (30) days of the execution of this Agreement and prior to the disbursement of any funds hereunder. 3.1.18 Certificate Regarding Lobbying. Such Certificate Regarding Lobbying as may be requested by the CRA. 3.1.19 Certificate Regarding Debarment, Suspension, and Other Responsibility Matters. Such Certificate Regarding Debarment, Suspension and Other Responsibility Matters as may be requested by the CRA. 3.1.20 Public Entity Crime Affidavit. Such Public Entity Crime Affidavit as may be required by the CRA. 3.1.21 Environmental Clearance. Project construction must not commence, nor will any CRA Funds be advanced, nor are any costs to be incurred, until satisfactory completion of an environmental review and the receipt of which, by the CRA, has occurred. 3.1.22 All other documents reasonably required by the CRA. ARTICLE IV CRA PROGRAM REQUIREMENTS The Project Sponsor shall comply with all requirements of this Agreement including, but not limited to: Page 10 of 40 4.1 GENERAL. 4.1.1 The Project Sponsor shall maintain current documentation that its activities qualify under the CRA requirements outlined throughout this agreement and all attachments hereto. 4.1.2 The Project Sponsor shall ensure and maintain documentation that conclusively demonstrates that any expenditure of the CRA Funds will be in compliance with the requirements of 24 CFR §92.206 or as approved by the CRA in writing. 4.1.3 The Project. Sponsor shall comply with all the non-discrimination requirements of 24 CFR §92.350. 4.1.4 INTENTIONALLY OMITTED. 4.1.5 The Project Sponsor shall comply with all applicable provisions of 24 CFR Part 92, including, but not limited to: (i) the displacement, relocation and acquisition requirements of 24 CFR §92.353; (ii) the labor requirements of 24 CFR§92.354; (iii) the conflict of interest provisions prescribed in 24 CFR §92.356(f), in addition to the conflict of interest provisions specified under Section 6.7 of this Agreement; and (iv) shall carry out each Project activity in compliance with all other applicable Federal laws and regulations. 4.1.6 The Project Sponsor shall ensure that, upon completion of the Project and throughout `the Affordability Period, the Project meets the property standards contained in 24 CFR §92.251 and the lead -based paint requirements of 24 CFR §92.355 and 24 CFR Part 35, subparts A, B, J, K, M and R. 4.1.7 Throughout the Affordability Period the Project Sponsor shall comply with all Project housing quality standards imposed by the CRA. 4.1.8 The Project Sponsor agrees that throughout the Affordability Period, Rents and tenant incomes for the CRA Assisted Units shall be monitored by the CRA, as provided herein and in the Rent Regulatory Agreement. 4.1.9 The Project Sponsor shall comply with the project requirements of 24 CFR Part 92, subpart F, as applicable in accordance with the type of project assisted. 4.1.10 Attendance at citizen participation committees/meetings, provided the Project Sponsor is provided reasonable notice of such committees/meetings. 4.2 REAL PROPERTY. Page 11 of 40 4.2.1 Any real property that was acquired or improved in whole or in part with CRA Funds shall be either: (a) Used to complete the eligible activities as outlined in the Scope of Work "Exhibit B," and Project Budget, "Exhibit C". (b) Disposed of in a manner that results in the CRA being reimbursed for the amount of the CRA Funds. 4.2.2 All real property improved in whole or in part with funds for this Agreement with the CRA, or transferred to the Project Sponsor after being purchased in whole or in part with funds from the CRA, 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 improved and identify the Project 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 eligible Project activity that will be completed. 4.3 PERSONAL PROPERTY. 4.3.1 Definitions. (a) Personal Property. Personal Property of any kind except real property: 1) Tangible. All personal property having physical existence. (b) 2) Intangible. All personal property having no physical existence such as patents, inventions and copyrights. Non -expendable Personal Property. Tangible personal property of a non- consumable nature, with a value of $500.00 or more per item, with a normal expected life of one or more years, not fixed in place, and not an integral part of a structure, facility, or another piece of equipment. (c) Expendable Personal Property. All tangible personal property other than non -expendable property. 4.3.2 Requirements. The Project Sponsor shall comply with the non -expendable personal property requirements stated below: Page 12 of 40 (a) All non -expendable personal property purchased in whole or in part with funds from this and previous contracts with the CRA 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 CRA shall be inventoried annually by the Project Sponsor and an inventory report submitted to the CRA when and as requested by the CRA. The inventory report shall include the elements listed in Paragraph 4.3.2(a), above. (c) Ownership of all non -expendable personal property purchased in whole or in part with funds given to the Project Sponsor pursuant to the terms of this Agreement shall vest in the CRA. 4.4 DISPOSITION. The Project Sponsor shall obtain the prior written approval of the CRA for the disposition of real property, expendable personal property and non -expendable personal property purchased in whole or in part with funds given to the Project Sponsor or its subcontractors pursuant to the terms of this Agreement, and shall dispose of all such property in accordance with reasonable instructions from the CRA. Those instructions may require the return of all such property to the CRA as applicable. The Project Sponsor understands that the CRA shall have the right of first refusal in the event of a sale of the Property as set forth below in this Section 4.4. Notwithstanding anything herein to the contrary, the CRA's consent shall not be required with respect to the sale of the Property by the Project Sponsor so long as in connection with the sale of the Property the following is followed: (a) Project Sponsor provides notice of such sale to the CRA; (b) CRA does not elect to exercise its right of first refusal in accordance with this Section 4.4; and (c) The purchaser acknowledges in writing that it is acquiring the Property subject to the Covenant, Rent Regulatory Agreement and other CRA Loan Documents. If, at any time prior to the expiration of the Affordability Period, Project Sponsor shall receive a bona fide offer to purchase all of the Property that Project Sponsor desires to accept (the "Offer"), Project Sponsor shall provide a copy of such Offer to the CRA and the CRA shall have thirty (30) days after receipt of such Offer to elect to purchase the Property on the terms and conditions set forth in the Offer. If the CRA elects to so purchase the Property, the CRA shall give to Project Sponsor written notice thereof ("Acceptance Notice") within said 30-day period. If CRA delivers an Acceptance Notice as provided herein, then Project Sponsor and CRA shall, within thirty (30) days after such delivery, enter into a purchase and sale agreement pertaining to the purchase and sale of the Property (the "Purchase and Sale Agreement"), reflecting the exact terms of the Offer. The parties agree to act reasonably and cooperatively in negotiating, executing and delivering the Purchase and Sale Agreement. In the event that either (i) the CRA shall fail to Page 13 of 40 timely deliver an Acceptance Notice or (after timely delivering an Acceptance Notice) the CRA shall fail to timely execute the Purchase and Sale Agreement, or (ii) the CRA shall elect not to so purchase the Property, then the Project Sponsor may thereafter sell the Property to the person or entity making such Offer. 4.5 CONTRACTORS, SUBCONTRACTS AND ASSIGNMENTS. 4.5.1 The Project Sponsor shall ensure that all contracts, subcontracts and assignments funded with CRA Funds hereunder: (a) Identify the full, correct, and legal name of all parties; (b) Describe the activities to be performed; (c) Present a complete and accurate breakdown of its price component; (d) Incorporate a provision requiring compliance with all applicable regulatory and other requirements of this Agreement, including but not limited to the CRA's Minority Procurement Ordinance, and with any other conditions and/or approvals that the CRA may deem necessary. The requirements of this subparagraph°apply to subcontracts and assignments in which parties° are engaged to carry out any eligible substantive programmatic service, as may be defined by the CRA, set forth in this Agreement. The CRA shall in its sole and absolute discretion determine when services are eligible substantive programmatic services and subject to the audit and record - keeping requirements described in this Agreement; and (e) Incorporate the language of the Certificate Regarding Lobbying executed in connection herewith. 4.5.2 The Project Sponsor shall incorporate in all consultant and other subcontracts funded with CRA Funds hereunder the following provision: "[The Project Sponsor] is not responsible for any insurance or other fringe benefits, e.g., social security, income tax withholding, retirement or leave benefits, for [the Consultant] or employees of [the Consultant], that are normally available to direct employees of [the Project Sponsor]. [The Consultant] assumes full responsibility for the provision of all insurance and fringe benefits for himself/herself/itself and employees retained by [the Consultant] in carrying out the Scope of Services provided in this subcontract." 4.5.3 The Project Sponsor shall be responsible for monitoring the contractual performance of all subcontracts. 4.5.4 The Project Sponsor shall submit to the CRA for its review and confirmation/denial any subcontract engaging any party who agrees to carry out any substantive Page 14 of 40 programmatic activities, to ensure its compliance with the requirements of this Agreement. The CRA's review and confirmation shall be obtained prior to the release of any funds for the Project Sponsor's subcontractor(s). 4.5.5 The Project Sponsor shall receive written approval from the CRA (such consent not to be unreasonably withheld, conditioned or delayed) prior to either assigning or transferring any obligations or responsibility set forth in this Agreement. 4.5.6 Approval by the CRA of any subcontract or assignment shall not under any circumstances be deemed to be the CRA's agreement to incur any obligations in excess of the total dollar amount agreed upon in this Agreement. 4.5.7 The Project Sponsor and its subcontractors shall comply with the Davis -Bacon Act, if applicable, the Copeland Anti -Kick Back Act, the Contract Work Hours and Safety -Standards Act, the Lead -Based Paint Poisoning Prevention Act, the Residential Lead Based Paint Hazard Reduction Act of 1992 (and implementing regulations at 24 C.F.R. Part 35) and any other applicable laws, ordinances and regulations. 4.5.8 If the CRA requests it, the Project Sponsor shall submit to the CRA, for written prior approval, all proposed Solicitation Notices, Invitations for Bids, and Requests for Proposals. 4.6 REPORTING OBLIGATIONS. 4.6.1 The Project Sponsor shall submit the following as required by the CRA: 4.6.1.1 Progress Reports. The Project Sponsor shall submit status reports and projected completion dates to describe the progress made by the Project Sponsor in achieving each of the objectives identified in Exhibit "B" attached hereto and incorporated herein. The Project Sponsor shall also submit an Earned Income Report in such form as may be required by the CRA. Both the Progress Report and the Earned Income Report shall be provided to the CRA on a quarterly basis. 4.6.1.2 Inventory Report. The Project Sponsor shall furnish such reports on the Project, as specified in Paragraph 4.2 hereof, as may be requested by the CRA. 4.6.13 Affirmative Action Plan. The Project Sponsor shall report to the CRA such information relative to the equality of Project employment opportunities as and when requested by the CRA. 4.6.1.4 Assurance of Compliance with Section 504 of the Rehabilitation Act. The Project Sponsor shall report on its compliance with Page 15 of 40 Section 504 of the Rehabilitation Act, whenever requested by the CRA. 4.6.1.5 INTENTIONALLY OMITTED. 4.6.1.6 List of Subcontractors. The Project Sponsor shall provide a list of all Project contractors and subcontractors, and copies of all contracts in excess of $10,000 for the performance of services or the supply of materials in connection with the Project and to be funded pursuant to the terms and conditions of the Rent Regulatory Agreement and this Agreement. 4.6.1.7 Previously Funded CRA Projects. If applicable the Project Sponsor shall comply with (i) all applicable reporting requirements relating to the Project Sponsor's previously funded CRA projects which are under construction or in the Affordability Period, including, without limiting the foregoing, OMB A-133; and (ii) all applicable insurance requirements relating to such other previously funded projects of the Project Sponsor. 4.6.1.8. Audits, Other Information and Records. (i) The Project Sponsor shall submit to the CRA 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 CRA no later than six (6) months following the end of each Project Sponsor fiscal year. Each such audited financial statement is to be for the 12 months ended December 31 and shall include: a. Comparative Balance Sheet with prior year and current year balances; b. Statement of revenue and expenses; c. Statement of changes in fund balances or equity; d. Statement of cash flows; and e. Notes The financial statements shall be accompanied by a certification of the Project Sponsor as to the accuracy of such financial statements. Page 16 of 40 A late fee of $250.00 will be assessed by the CRA for failure to submit any of the required audited financial statements or the certification each year as required. At the request of the CRA, the Project Sponsor shall also furnish to the CRA unaudited financial statements of the Project Sponsor, certified by the Project Sponsor's principal financial or accounting officer, covering such financial matters as the • CRA may request, including without limitation, monthly statements with respect to the Project. (ii) The Project Sponsor shall maintain all Contract Records in accordance with generally accepted accounting principles, procedures, and practices, which records shall sufficiently and properly reflect all revenues and expenditures of funds provided directly or indirectly by the CRA pursuant to the terms of this Agreement. (iii) The Project Sponsor shall ensure that the Contract Records shall be at all times subject to and available for full access and review, inspection or audit by the CRA and any other personnel duly authorized by the CRA. (iv) The Project Sponsor shall include in all Project subcontracts, each of the record keeping and audit requirements detailed in this Agreement. The CRA shall in its sole discretion determine when services are subject to the audit and recordkeeping requirements described above. The Project Sponsor shall submit to the CRA all reports described in this Section 4.6, and all other reports that the CRA may reasonably require, in such form, manner and frequency as the CRA may require to monitor the progress of the Project and the Project Sponsor's performance and compliance with this Agreement, the Rent Regulatory Agreement, the other CRA Loan Documents and all Legal Requirements. 4.6.1.9 Affordability Report. On February 1 (or on such other date that the CRA 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 CRA shall request. 4.6.2 Federal, State and County Laws and Regulations. Page 17 of 40 4.6.2.1 The Project Sponsor shall comply with all applicable provisions of federal, state, county and city laws, regulations, rules and administrative requirements, such as OMB Circular No. A-122, OMB Circular No. A-110, OMB Circular No. A-21, and OMB Circular No. A-133, which are incorporated herein by reference, as they may be revised from time to time. 4.6.2.2 The Project Sponsor shall comply with all applicable federal laws and regulations such as: 24 CFR Part 92; 24 CFR Part 85, Section 504 of the Rehabilitation Act of 1973, as amended, which prohibits discrimination on the basis of handicap; Title VI of the Civil Rights Act of 1964, as amended, which prohibits discrimination on the basis of race, color, or national origin; the Age Discrimination Act of 1975, as amended, which prohibits discrimination on the basis of age; Title VIII of the Civil Rights Act of 1968, as amended, and Executive Order 11063 which prohibits discrimination in housing on the basis of race, color, religion, sex, or national origin; Executive Order 11246 which requires equal employment opportunity; and with the Energy Policy and Conservation Act (Pub. L. 94-163) which requires mandatory standards and policies relating to energy efficiency. 4.6.2.3 If the amount payable to the Project Sponsor pursuant to the terms of this Agreement is in excess of $100,000.00, the Project Sponsor shall comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act of 1970 (42 U.S.C. 7401 et. seq.), as amended; the Federal Water Pollution Control Act (33 U.S.C. 1251), as amended; Section 508 of the Clean Water Act (33 U.S.C. 1368); Environmental Protection Agency regulations (40 CFR Part 15); and Executive Order 11738. 4.7 Additional CRA Funding. The Project Sponsor acknowledges that under the CRA Program requirements as described in Article IV hereof and stated above pursuant to Section 3.1.4 ("CRA Program"), CRA Funds may be committed to the Project up to one (1) year after "Substantial Completion", but the amount of CRA Funds in the Project may not exceed.the total amount established by the Board as approved in resolution CRA-R-20-0016. In the event that the Project will need additional funding (in excess of the CRA Funds) the Project Sponsor agrees to seek and obtain additional funding to achieve Close -Out of the Project. Any additional subsequent funding requests from the CRA must be approved by the Board. ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE PROJECT SPONSOR The Project Sponsor represents and warrants to the CRA 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 Page 18 of 40 Florida, and has full power and authority to conduct its business as presently conducted, to receive the CRA Funds, and to own, operate and develop the Project. The Project shall comply with all applicable CRA Requirements. The Project Sponsor has full power and authority to perform the provisions hereof and of its agreements and undertakings with the CRA and to perform the transactions contemplated hereby, and such execution and performance have been duly authorized by all necessary corporate or other approvals and actions. 5.2 Correctness of Documents. The cost estimates, Budget, schedules, and all other documents furnished to the CRA in accordance with the Project, this Agreement, and/or the other CRA Loan Documents, are true and correct in all material respects and accurately set forth the facts contained therein and neither misstate any material fact nor, separately or in the aggregate, fail to state any material fact necessary to make the statements made therein not misleading. 5.3 Absence of Proceedings, Actions and Judgments. There are no conditions, circumstances, events, agreements, documents, instruments, restrictions, actions, suits or proceedings pending cr threatened against or affecting the Project Sponsor, the Project or the Property which could adversely affect the Project Sponsor's ability to comply with the CRA funding requirements of the Project, complete or operate the Project or to perform its obligations hereunder or which would constitute an Event of Default hereunder or under the other CRA Loan Documents regardless of the giving of notice or the passage of time or both. There are no outstanding or unpaid judgments or arbitration awards against the Project Sponsor. 5.4 Non -Default. The Project Sponsor is not in default or violation with respect to any Legal Requirement, nor is it in default under or in material breach of any instrument or agreement to which it is a party or by which it otherwise may be bound. The execution and delivery of this Agreement and the other CRA Documents, the consummation of the 'other transactions contemplated hereby, and the ownership and development of the Project as contemplated hereby. and by the other CRA 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 CRA Loan Documents, when executed and delivered, shall constitute the duly authorized, legal, valid and binding obligations of the Project Sponsor and will be enforceable in accordance with their respective terms. 5.6 Marketable Title. The Project Sponsor has good and marketable title to the Property, subject only to: (a) the exceptions and other matters set forth in that certain Title Insurance Policy Commitment number 1286356 issued by Marro Law, P.A. on the behalf of Old Republic National Title Insurance Company (Exhibit "K") under Schedule B-I (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. Page 19 of 40 5.7 Compliance. The completion and use of the Project in accordance with the Scope of Work will comply fully with all Legal Requirements, and with all limitations on the use of the Project, or any other condition, grant, easement, covenant, or restriction, whether recorded or not. All necessary approvals, permits and licenses for the construction, operation, and use of the Project have been unconditionally obtained and are in full force and effect, or if the present state of construction of the Project does not allow such issuance, then such approvals, permits and licenses will be issued when the Project is completed. 5.8 Encroachments. When completed in accordance with the Scope of Work, the Project will not encroach upon any building line, setback line, side yard line or other recorded or visible easements or other easements of which the Project Sponsor is aware which exists (or which the Project Sponsor has reason to believe may exist) with respect to the Project other than set forth in the Title Commitment and Exceptions. 5.9 Scope of Work. The Scope of Work is complete in all respects, and contains all details requisite for the Project which, when built and equipped in accordance therewith, shall be ready for the intended use and occupancy thereof. 5.10 Leases. There are no leases, tenancies, licenses or agreements for use of any part of the Property other than the Existing Tenants' leases which have been specifically disclosed to and°approved by the CRA pursuant to the Rent Regulatory tigreement, which is attached hereto and incorporated herein as Exhibit "H." 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 for CRA funding, the negotiation of this Agreement and the other CRA Documents, nor in the transactions contemplated hereby. 5.14 No Casualty. No part of the Property and/or the Project has been damaged or has been subjected to condemnation or other proceedings, and, to the best of the Project Sponsor's knowledge and belief, no such proceedings have been threatened. 5.15 No Changes. There have been no material adverse changes in projected costs and expenses of or from the Project or in the occupancy of the Property or any other features of the transactions contemplated hereby as submitted to the CRA. 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 CRA Requirements affecting the ownership, use, construction, lease and operation of the Project. Page 20 of 40 5.17. Other Project Financing. The Project Sponsor has not applied for nor received, and does not otherwise have available, in connection with the Project any other financing/funding, except for those funds, loans and/or loan commitment previously identified in writing to, and approved by, the CRA as set forth on the attached Schedule "A," the Permitted Senior Financing, subject to the provisions of Section 2.3(B) 5.18 Reaffirmation. Each of the representations and warranties set forth in this Article shall be true at all times and the acceptance of the CRA Funds hereunder by the Project Sponsor shall be deemed to be a reaffirmation of each of the representations and warranties given in this Agreement. ARTICLE VI OWNER'S OBLIGATIONS 6.1 Scope of Work. The Project Sponsor shall perform the Scope of Work, in compliance with the applicable city, county or state requirements, including, without limitation, applicable building code requirements, as set forth herein and on Exhibit "B" attached hereto. Project Sponsor shall: (a) meet all of its obligations hereunder and under all of the CRA Loan Documents executed in connection herewith, (b) commence construction within six (6) months from the Effective Date, (c) within twelve (12) months after the issuance of the certificates of occupancy for the Units, but in no event later than thirty-six (36) months from the Effective Date, rent all Units as outlined in accordance with the requirements of this Agreement, the Rent Regulatory Agreement, and the other CRA Loan Documents; and (f) throughout the Affordability Period, comply with all applicable CRA Requirements set forth in this Agreement and in the other CRA Loan Documents with regard to the CRA Assisted Units. 6.2 Reporting Obligations. The Project Sponsor shall submit to the CRA all reports as described in Section 4.6 hereof, and all other reports that the CRA may reasonably require, in such form, manner, and frequency as the CRA may reasonably require to monitor the progress of the Project and the Project Sponsor's performance and compliance with this Agreement and all Legal Requirements. 6.3 Retention of Records. The Project Sponsor shall retain all Contract Records for five (5) years after the expiration of the Affordability Period (hereinafter referred to as the "Retention Period") subject to the limitations set forth below: (a) If the CRA or the Project Sponsor has received or given notice of any kind indicating any threatened or pending litigation, claim or audit arising out of the activities relating to the Project or the Scope of Work or under the terms of this Agreement, the Retention Period shall be extended until such time as the threatened or pending litigation, claim or audit is, in the sole and absolute discretion of the CRA, fully, completely and finally resolved. (b) The Project Sponsor shall allow the CRA or any person authorized by the CRA (during normal business hours and upon at least 24-hours prior Page 21 of 40 notice)full access to and the right to examine any of the Contract Records during the required Retention Period. (c) The Project Sponsor shall notify the CRA 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 CRA. 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 OMNI CRA'S CUSTODIAN OF RECORDS AT 2ND FLOOR, 1401 NORTH MIAMI AVE., MIAMI FL 33136. The Project Sponsor shall provide to the CRA, upon request, all Contract Records. The requested Contract Records shall become the property of the CRA without restriction, reservation, or limitation on their use and shall be made available by the Project Sponsor at any time upon request by the CRA. The CRA shall have the unlimited right to all books, articles, or other copyrightable materials developed in the performance of this Agreement, including, but not limited to, the right of royalty -free, non-exclusive, and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, the Contract Records for public purposes. 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 CRA immediately upon such issuance unless such disclosure is a violation of those agencies' rules. 6.5 Prior Approval. Except for encumbering the Property as required to obtain the Permitted Senior Financing as set forth in Section 5.17 of this Agreement and Schedule A attached, the Project Sponsor shall obtain the CRA's prior written approval prior to undertaking any of the following with respect to the Project and/or the Property: (a) Except as permitted in Section 4.4., 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 Page 22 of 40 (b) Sponsor's estate in the Property, or any change in the operating control of the Project Sponsor, which shall require the prior written approval of the Executive Director of the CRA (such approval not to be unreasonably withheld, conditioned or delayed). Except in the case of repair or replacement caused by normal wear and tear, and otherwise due to casualty or condemnation in accordance with the terms of this Agreement, the disposition of any real property or any expendable personal property or non -expendable personal property as defined in Paragraph 4.3.1. (c) Any proposed Solicitation Notice, Invitation for Bids or Request for Proposals. (d) The disposal of any Contract Records during the Retention Period. 6.5.1 Executive Director of the CRA shall have the discretion to approve and authorize, by way of Memorandum to the Board, 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 CRA and other persons duly authorized by the CRA to inspect (during normal business hours and upon reasonable prior notice) 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 CRA will deliver to the Project Sponsor a report of its findings. The Project Sponsor will rectify all deficiencies cited by the CRA within the period of time specified in the report, or provide the CRA with a reasonable justification for not correcting the deficiencies. The CRA will determine, in its sole and absolute discretion, whether or not the Project Sponsor's justification is acceptable. 6.7 Conflict of Interest. A. The Project Sponsor is aware of the conflict of interest laws of the City of Miami (Code of the City of Miami, Florida, Chapter 2, Article V), of Miami -Dade County, Florida (Code of Miami -Dade County, Florida, Section 2-11.1), and of the State of Florida (as set forth in Florida Statutes), and with the CRA Program and conflict of interest rules (24 C.F.R. §92.356), all as amended, and agrees that it will fully comply in all respects with the terms thereof and any future amendments. B. The Project Sponsor covenants that no person or entity under its employ, presently exercising any functions or responsibilities in connection with this Agreement, has any personal financial interests, direct or indirect, with the CRA. 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 Page 23 of 40 interest(s) on the part of the Project Sponsor, its employees or associated persons or entities must be disclosed to the CRA. 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 CRA in writing and immediately upon the Project Sponsor's discovery of such possible conflict. The CRA'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 CRA, exercising any functions or responsibilities in connection with this Agreement, or who is in a position to participate in the decision -making process or gain inside information regarding these CRA-assisted activities, has any personal financial interest, direct or indirect, in this Agreement, the proceeds hereunder, the Project or the Project Sponsor, either for themselves or for those with whom they have family or business ties, during their tenure or for one year thereafter. 6.8 Related Parties. The Project Sponsor shall report to the CRA the name, purpose for and any other relevant information in connection with any related -party transaction. The term "related party transaction" includes,`out 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 CRA 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 CRA no later than in the next required Progress Report, as described above. 6.9 Publicity and Advertisements. The Project Sponsor shall ensure that all publicity and advertisements prepared and released by the Project Sponsor, such as pamphlets and news releases, related to activities funded by this Agreement, and all events carried out to publicize the accomplishments of any activities funded by this Agreement, recognize the CRA as one of its funding sources. 6.10 Procurement. The Project Sponsor shall make a commercially reasonable effort to procure supplies, equipment, construction, or services to fulfill this Agreement from minority and women owned businesses, and to provide these sources the maximum feasible opportunity to compete for subcontracts to be performed pursuant to this Agreement. To the maximum extent feasible, these businesses shall be located in or owned by residents of the community development areas designated by the CRA. 6.11 Additional Funding. The Project Sponsor shall not procure any other financing in connection with the Project or the Property without the prior written consent of the CRA, other than those financings disclosed to the CRA in writing as of the date hereof, which, for avoidance Page 24 of 40 of doubt, are provided for in Section 5.17 of this Agreement. The CRA shall not unreasonably withhold its consent to the Project Sponsor's refinancing of the Senior Loan. 6.12 Reversion of Assets. The Project Sponsor shall return to the CRA upon the expiration or termination of this Agreement any CRA Funds on hand, any funds or accounts receivable attributable to the CRA 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 CRA. Any funds not earned by the Project Sponsor prior to the expiration or termination of this Agreement shall be retained by the CRA. 6.13 Repayment of Funds Procedures. If, after notice and the expiration of any applicable cure period, for any reason during the Affordability Period any CRA Assisted Unit fails to comply with the Affordability requirements of 24 CFR Part 92 or the Loan Documents, the Project Sponsor shall repay to the CRA all funds received by the Project Sponsor pursuant to this Agreement, and interest thereon as provided in the CRA Note. 6.14 INTENTIONALLY OMITTED. 6.15 Section 3 Clause. The Project Sponsor shall comply with the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended (12 U.S.C. 1701(u)): The work to be performed under this contract is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u (Section 3.) The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD -assisted projects covered by Section 3, shall to the greatest extent feasible, be directed to low income persons, particularly persons who are recipients of HUD assistance for housing. (A) The parties to this contract agree to comply with HUD's regulations in 24 CFR Part 75, which implement Section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the Part 135 regulations. The contractor agrees to send to each labor organization or representative of workers with which the contractor has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or worker's representative of the contractor's commitments under this Section 3 clause, and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the Section 3 preference, shall set forth minimum number and job titles subject to hire, availability of apprenticeship and training positions, the qualifications for each; and the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begi (6) n. Page 25 of 40 (D) The contractor agrees to include this Section 3 clause in every subcontract subject to compliance with regulations in 24 CFR Part 75, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this Section 3 clause. The contractor will not subcontract with any subcontractor where the contractor has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 CFR Part 75. The contractor will certify that any vacant employment positions, including training positions, that are filled (1) after the contractor is selected but before the contract is executed, and (2) with persons other than those to whom the regulations of 24 CFR Part 75 require employment opportunities to be directed, were not filed to circumvent the contractor's obligations under 24 CFR Part 75. (F) Noncompliance with HUD's regulations in 24 CFR Part 75 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts. (G) With respect to work performed in connection with Section 3 covered Indian housing assistance, Section 7(b) of the Indian Seif-Determination and Education Assistance Act (25 U.S.C. 450e) also applies to the work to be performed under this contract. Section 7(b) requires that to the greatest extent feasible (i) preference and opportunities for training and employment shall be given to Indians, and (ii) preference in the award of contracts and subcontracts shall be given to Indian organizations and Indian -owned Economic Enterprises. Parties to this contract that are subject to the provisions of Section 3 and Section 7(b) agree to comply with Section 3 to the maximum extent feasible, but not in derogation of compliance with Section 7(b). 6.16 Signage, Acknowledgement, Publicity. During the Term of this Agreement, the Project Sponsor shall furnish signage identifying the Project and shall acknowledge the contribution of the CRA by incorporating the seal of the CRA and the names of the CRA commissioners and officials in all documents, literature, pamphlets, advertisements, and signage, permanent or otherwise in accordance with Section 6.9 hereof. All such acknowledgments shall be in a form acceptable to the CRA, as provided on Exhibit "I" attached hereto and made a part hereof All publicity and advertisements prepared, distributed, and released by the Project Sponsor related to the Project, such as pamphlets and news releases, and all events carried out to publicize the Project, shall recognize the CRA as one of the Project's funding sources. 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. Page 26 of 40 6.18 Affirmative Action. The Project Sponsor shall not discriminate on the basis of race, color, national origin, sex, religion, age, sexual orientation, marital or family status or handicap/disability in connection with its performance under this Agreement or in connection with the occupancy of any CRA Assisted Unit or the construction of the Project. Age discrimination and discrimination against minor dependents are also not permitted. 6.19 Previously Funded CRA Projects. If applicable the Project Sponsor shall comply with: (1) all applicable reporting requirements relating to previously funded CRA projects which are under construction or in the Affordability Period, including OMB A-133, and (2) all applicable insurance requirements relating to such projects. 6.20 Compliance with Safety Precautions. The Project Sponsor shall allow CRA and or City inspectors, agents or representatives the ability to monitor its compliance with safety precautions as required by federal, state or local laws, rules, regulations and ordinances. By performing these inspections the CRA, 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 CRA, its agents, or representatives for the occurrence, non-occurrence or result of such inspection(s), and shall obtain the affirmative acknowledgment of the Project Sponsor, for the benefit of the CRA, that the Project Sponsor shall have no recourse against the CRA, its agents, or representatives for the occurrence, non-occurrence or result of such inspection(s). Simultaneously with the submission of the first draw request to the CRA, the Project Sponsor shall contact the City of Miami'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 CRA, including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability) and all applicable regulations, guidelines and standards. Additionally, the Project Sponsor shall take affirmative steps to ensure nondiscrimination in the employment of disabled persons. 6.21 Draw Requests. Each Request for Disbursement of Construction CRA Funds for hard costs must be signed by the Project Sponsor, the architect for the Project and the Contractor, and each Request for Disbursement of Construction CRA Funds for soft costs must be signed by the Project Sponsor, as more fully set forth in the Disbursement Agreement. 6.22 Insurance Proceeds. Notwithstanding anything to the contrary contained herein or in the other CRA Loan Documents, the Project Sponsor may make insurance proceeds available for the restoration and repair of the Property and the Project if all of the following conditions are met: (i) the Project Sponsor is not in breach or default of any provision of the Mortgage or any other loan document between the Project Sponsor and Lender; (ii) the Project Sponsor reasonably 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, Page 27 of 40 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 CRA 's written concurrence with such determination. 6.23 Condemnation Proceeds. Notwithstanding anything to the contrary contained herein or in the other CRA 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 CRA Loan Document; (ii) the Project Sponsor determines that there will be sufficient funds, through condemnation proceeds and contributions by the Project Sponsor, to (a) restore and repair the Property and the Project to a condition as close as reasonably possible to what previously existed, due consideration given to the portion of the Property and the Project taken, and, (b) meet all operating costs and other expenses, payments for reserves and loan repayment obligations relating to the Project until completion of the restoration and repair of the Property and the Project to a condition as close as reasonably possible to what previously existed, due consideration given to the portion of the Property and the Project taken; and (iii) the Project Sponsor determines that the rental income of the Project, after restoration and repair of the Property and the Project to a condition as close as reasonably possible to what previously existed, due consideration given to the portion of the Property and the Project taken, will be sufficient to meet all operating costs and other expenses, payments for reserves and loan repayment obligations relating to the Project, and (iv) the Project Sponsor has received the CRA's written concurrence with such determination. ARTICLE VII DEFAULT 7.1 The happening of any one or more of the following events shall constitute an Event of Default: (a) Subject to the Existing Tenants' lease terms and right, failure of any of the CRA Assisted Units to remain Affordable at any time during the Affordability Period. (b) If any term, condition or representation contained in this Agreement or any of the other CRA Loan Documents is materially untrue, substantially inaccurate or incomplete when made, or, if there is a material misrepresentation of fact or fraud contained in any document(s) submitted in support of this Agreement and such misstatement or misrepresentation has a materially adverse effect on the Project or the CRA. (c) Subject to force majeure, the substantial discontinuance of the construction of the Project for a period of fourteen (14) days which discontinuance is, in Page 28 of 40 the reasonable determination of the CRA, without satisfactory cause, and construction is not recommenced within fifteen (15) days following written notice from the CRA to Project Sponsor. (d) Except as set forth in each of Sections 5.6, 5.17, and 6.5 of this Agreement, the sale, assignment, pledge, transfer, hypothecation or other encumbrance or disposition (except due to repair or replacement for normal wear and tear, and as a result of casualty or condemnation in accordance with this Agreement) of any proprietary or beneficial interest in the Project Sponsor's estate in the Property, or any change in operating control of the Project Sponsor, without the prior written approval of the CRA or the Board, as appropriate. (e) In the event that the CRA reasonably determines that the Project is not being erected 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 CRA or any department of any governmental authority having jurisdiction over the Project Sponsor or the Property. (f) (g) (h) Failure by the Project Sponsor to comply with any material term, covenant, obligation, or provision of this Agreement or any of the CRA Loan Documents (beyond any applicable grace, notice and/or cure period), or the occurrence of an Event of Default (beyond any applicable grace, notice and/or cure period) under any of the other CRA Loan Documents. Any change in zoning requirements or zoning classification of the Property initiated by the Project Sponsor, which will materially interfere with the completion of construction of the Project or the ultimate operation of the Project as contemplated herein. In the event that the CRA reasonably determines that there exists an Event of Default (beyond applicable grace, notice and/or cure periods) under and pursuant to the terms of any other agreement or obligation of any kind or nature whatsoever of the Project Sponsor to the CRA, direct or contingent, whether now or hereafter due, existing, created or arising. In the event the rehabilitation portion of this Project is not completed within 36 months following the Effective Date and all applicable cure periods. Notwithstanding anything to the contrary, in the event that Project Sponsor fails to timely deliver, to CRA, the required audited financial statement(s), then CRA, in its sole and absolute discretion, may deem such a failure to be a material non -curable breach of this Agreement. In such an event, CRA will notify Project Sponsor by a . written communication. If CRA determines, in its sole and absolute discretion, that it will not exercise its Page 29 of 40 right under this paragraph 7.1(i), then paragraph 4.6.3.1 shall govern untimely delivered audited financial statement(s). (k) In the event that Project Sponsor fails to timely deliver, to CRA, the Affordability Report, as described in 4.6.1.9 herein. (1) Project Sponsor declares bankruptcy and/or becomes insolvent, which shall result in immediate acceleration of the loan's repayment in full. (m) CRA and Project Sponsor acknowledge that a senior mortgage default constitutes an Event of Default under this Loan Agreement and the other Loan Documents. In such an event, CRA may pursue any and all of its remedies, including but not limited to an Acceleration of Debt, as described below. ARTICLE VIII REMEDIES 8.1 Upon the occurrence of any Event of Default, the CRA shall have the absolute right ° to refuse to disburse any undisbursed portion of the Loan. The CRA shall provide written notice of the occurrence of an Event of Default to the Project Sponsor and Senior Lender, after which the Project Sponsor shall have thirty (30) days to cure said default (except for the events described in Section 7.1 (b) and (d) above for which the aforementioned cure period shall not apply). In the event a default which is permitted to be cured cannot practicably be cured within thirty (30) days, the Project Sponsor shall have such additional time as may be required to effect a cure, so long as (a) the cure is commenced within thirty (30) days and is diligently prosecuted and (b) the lack of a cure during such continuing cure period has no material adverse effect on the Project. The CRA agrees to accept a cure of any default committed by the Project Sponsor, which cure is tendered or effected by the Senior Lender, as if such cure had been tendered or effected by the Project Sponsor. If an Event of Default shall continue uncured for a period of thirty (30) consecutive days following written notice thereof to the Project Sponsor (except for the events described in Section 7.1 (b) 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 CRA 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; Page 30 of 40 (b) Recapture of CRA Funds. Demand that the Project Sponsor reimburse the CRA for the CRA Funds disbursed to the Project Sponsor pursuant to this Agreement. The Project Sponsor shall reimburse CRA in the amount of the CRA Funds disbursed to the Project Sponsor pursuant to this Agreement, subject to any limitations contained in the CRA Note and/or Mortgage concerning Borrower's or Project Sponsor's liability for amounts due under the CRA Loan Documents. CRA Funds shall be repaid within ninety days (90); (c)_ Regardless of the repayment of CRA Funds, the CRA shall maintain the Covenant until the end of the Affordability Period; (d) Debarment. Debar the defaulting party from receiving City or CRA funds for 5 years; (e) Other Remedies. Exercise any other right, privilege or remedy available to the CRA as may be provided by applicable law, or in any of the other CRA Loan Documents. It is understood and agreed that the occurrence of an Event of Default under Section 7.1 (b) or (d) shall entitle the CRA to pursue and take any and all action 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 CRA hereunder shall be cumulative and not mutually exclusive, and the CRA may resort to any one or more or all of said remedies without exclusion of any other. No party other than the CRA, whether the Project Sponsor or a material man, laborer, subcontractor or supplier, shall have any interest in the CRA 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. ARTICLE IX INDEMNIFICATION 9.1 The Project Sponsor shall indemnify, hold harmless, and defend the CRA, the City of Miami, its officers, agents, directors, and/or employees, from any and all liabilities, claims, damages, losses, suits, judgments, and costs, including, but not limited to reasonable attorney's fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of Project Sponsor and persons employed or utilized by Project Sponsor in the performance of this Agreement. Project Sponsor shall, further, hold the CRA, and the City of Miami, its officials, officers and/or employees, harmless for, and defend the CRA and the City of Miami, its officials, officers, and/or employees against, any civil actions, statutory or similar claims, injuries or damages arising or resulting from the permitted work, even if it is alleged that the CRA, the City of Miami, its officials and/or employees were negligent. These indemnifications shall survive the term of this Contract. In the event that any action or proceeding is brought against the CRA or the City of Miami, by reason of any such claim or demand, the Project Sponsor shall, Page 31 of 40 upon written notice from the CRA or the City of Miami, resist and defend such action or proceeding by counsel satisfactory to the CRA or the City of Miami. 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 CRA and the City of Miami 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 CRA and the City of Miami, its officers, agents, directors, and/or employees against any and all liabilities, claims, damages, suits, judgments and costs, including attorney's fees arising out of, or resulting from the contractor's negligence or omissions in connection with this project. 9.2 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 CRA's or the City of Miami's option, any and all claims of liability and all suits and actions of every name and description which may be brought against the CRA or the City of Miami whether performed by the Project Sponsor, or persons employed or utilized by Project Sponsor. 9.3 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 liinitations of §725.06 and/or §725.08, Florida Statutes, ° as applicable. 9.4 The Project Sponsor agrees and recognizes that the CRA and the City of Miami 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 CRA or the City of Miami 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 CRA and the City of Miami 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 or upon the occurrence of an Event of Default which is not cured within any applicable cure period set forth in Section 8.1 above. 10.1 Termination Because of Lack of Funds. In the event the CRA does not receive from its funding source funds to finance this Agreement, or in the event that the CRA's funding source de -obligates the funds allocated to finance this Agreement, the CRA may terminate this Agreement upon not less than ten (10) days 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 Page 32 of 40 proof of delivery. The CRA shall determine, in its sole and absolute discretion, whether or not funds are available. In the event that the CRA exercises its right to terminate this Agreement pursuant to this section, the CRA, immediately upon the availability of funds not to exceed five (5) years, shall pay the Project Sponsor: (a) For the actual cost or the fair and reasonable value, whichever is less, of (1) the portion of the Project(s) completed in accordance with the Contract through the completion date less amounts previously received, and (2) non - cancelable material(s) and equipment that is not of any use to the CRA except in the performance of the Agreement, and has been specifically fabricated for the sole purpose of the Agreement but not incorporated in the Scope of Work; and (b) To the extent practical, the fair and reasonable value shall be based on the price established as a result of the Agreement and the value evaluation from third party engineer chosen by the CRA. In no event, shall any payments under this subparagraph exceed the maximum cost set forth in the Contract. The amount due hereunder may be offset by all payments previously made to the Project Sponsor in regards to the Construction Loan. All payments pursuant to this Article shall be accepted by the Project Sponsor in full satisfaction of all claims against the CRA arising out of the termination including, further, the CRA may deduct or set off against any sums due and payable under this Article any claims it may have against the Project Sponsor. Project Sponsor shall not be entitled to lost profits, overhead or consequential damages as a result of a Termination. All payments made under this Agreement are subject to an audit. The Project Sponsor agrees that it will seek additional funding in the event of termination pursuant to this section to facilitate the Close -Out of the Project. The CRA agrees to amend the Construction Forgivable Project Loan Agreement and related note and mortgage on property to reflect the partial payments made in the event of a termination under this section. Nothing in this section shall prohibit Project Sponsor from the Close out of the Project. 10.2 Termination for Breach. The CRA may terminate this Agreement, in whole or in part, in the event the CRA reasonably determines that the Project Sponsor is not making (or causing to be made) sufficient progress with regard to the construction of the CRA Assisted Units (thereby endangering its ultimate performance under this Agreement) or is not materially complying with any term or provision of this Agreement, following notice and the expiration of the applicable cure period. The CRA may terminate this Agreement, in whole or in part, in the event that the CRA reasonably determines that there exists an Event of Default (beyond any applicable grace, notice and/or cure periods) under and pursuant to the terms of any other agreement or obligation of any kind or nature whatsoever of the Project Sponsor to the CRA, 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 grace, notice and/or cure period (in those circumstances for which a grace, notice and/or cure period is otherwise provided in this Agreement, including, without limitation, Section 8.1), and unless the Project Sponsor's breach is waived by the CRA in writing, the CRA may, by written notice to the Project Sponsor, terminate this Agreement upon not less than ten (10) days 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 otherr 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 CRA's right to legal or equitable remedies. ARTICLE XI SUSPENSION 11.1 The CRA may, for reasonable cause, suspend the Project Sponsor's authority to obligate funds under this Agreement or withhold payments to the Project Sponsor, pending necessary corrective action by the Project Sponsor, and may include: (a) Ineffective or improper use of the CRA Funds by the Project Sponsor; (b) Failure of the Project Sponsor to materially comply with any term or provision of this Agreement and such failure is not cured within any applicable cure period; (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 CRA 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 this Project, the CRA may utilize any enforcement measures it deems necessary. Page 34 of 40 12.2 Renegotiation or Modification. Modification of provisions of this Agreement shall be valid only when in writing and signed by the parties hereto. The parties agree to modify this Agreement if the CRA determines, in its sole and absolute discretion, that federal, state, and/or local governmental revisions of any applicable laws or regulations, or increases or decreases in budget allocations, make changes to this Agreement necessary. The CRA 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. 12.3 Right to Waive. The CRA may, for good and sufficient cause, as determined by the CRA 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 Project Eligibility Activity Title Revisions. Revisions to the Budget shall be made in writing, and approved in writing by the CRA; however, such revisions shall not necessitate an amendment hereto unless the amount of the Construction CRA Loan to be granted hereunder is changed, or unless otherwise required by the CRA. 12.5 Disputes. ` In the event an unresolved dispute exists between the Project Sponsor and the CRA, the CRA shall refer the issue, including the views of all interested parties and the recommendation of the CRA, to the Executive Director, his designee, or such other official of the CRA who shall be authorized to exercise the authority of the Executive Director in this regard (the "Executive Director") for determination. The 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 CRA and the Project Sponsor. In the event additional time is necessary, the Executive Director will notify the interested parties within the thirty (30) day period that additional time is necessary. The Project Sponsor agrees that the CRA 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 CRA : Omni Redevelopment District Community Redevelopment Agency 1401 North Miami Ave, 2nd Floor Miami, FL 33136 Page 35 of 40 With Copy To: To Project Sponsor: Attn: Humberto Gonzalez, Executive Director Victoria Mendez, General Counsel City of Miami, City Attorney's Office 444 S.W. 2nd Avenue Miami, FL 33130-1910 CASA MIA APARTMENTS, LLC 2650 SW 27th Ave Suite 301 Miami, Florida 33133 Except as otherwise provided in this Agreement, notice shall be deemed given upon hand delivery or five (5) business days after depositing the same with the U.S. Postal Service. The address or designated representative of the parties may be changed by notice given in accordance with this section. 12.9 Conflicts with Applicable Laws. If any provision of this Agreement conflicts with any applicable law or regulation, only the conflicting provision shall be deemed by the parties hereto to be modified, or to be deleted if modification is inappropriate, to cause the provision to be consistent with the law or regulation. However, the obligations under this Agreement, as modified, shall continue and all other provisions of this Agreement shall remain in full force and effect. 12.10 Entire Agreement. This Agreement and its Exhibits and Schedules described as follows contain all the terms and conditions of the Agreement between the parties: Exhibit "A" Exhibit "B" Exhibit "C" Exhibit "D" Exhibit "E" Exhibit "F" Exhibit "G" Exhibit "H" Exhibit "I" Exhibit "J" Exhibit "K" Schedule A Legal Description Scope of Work /Project Schedule Budget Form of Disbursement Agreement INTENTIONALLY OMITTED Form of Mortgage Form of Covenant Form of Rent Regulatory Agreement Signage Requirements Additional Insurance Requirements Title Insurance Commitment Permitted Senior Financing Schedule 1.14 Existing Tenants 12.11 Waiver of Jury Trial. Neither the Project Sponsor nor its subcontractor(s), nor any other person liable for the responsibilities, obligations, services and representations herein, nor any assignee, successor, heir or personal representative of the Project Sponsor, its subcontractors or any other person or entity shall seek a jury trial in any lawsuit, proceeding, counterclaim or any other litigation procedure based upon or arising out of this Agreement, or the dealings or the Page 36 of 40 relationship between or among such persons or entities, or any of them. Neither the Project Sponsor nor its subcontractors, nor any other person or entity will seek to consolidate any such action in which a jury trial has been waived with any other action. The provisions of this paragraph have been fully discussed by the parties hereto, and the provisions hereof shall be subject to no exceptions. Neither party to this Agreement has in any manner agreed with or represented to any other party that the provisions of this paragraph will not be fully enforced in all instances. 12.12 CRA Resolution Award. The CRA resolution making the award and decisions of the Board, dated September 23, 2020 and supporting documents (collectively, "Award Memoranda") are hereby incorporated by reference. To the extent of any conflict between the Award Memoranda and the CRA Loan Documents and when interpreting the intent of the CRA Loan Documents, whichever provision is strictest will control. To the extent of any conflict between the Award Memoranda, the most recent Award Memorandum controls. 12.13 Governing Law and Venue. This Agreement shall be construed and enforced pursuant to the laws of the State of Florida, excluding all principles of choice of laws, conflict of laws and comity. Any action pursuant to a dispute under this Agreement must be brought in Miami - Dade County and no other venue. All meetings to resolve said dispute, including voluntary arbitration, mediation, or other alternative dispute resolution mechanism, will take place in this venue. The parties both waive any defense that venue in Miami -Dade County is not convenient. 12.14 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 Intentionally Deleted 12.16 Intentionally Deleted 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 CRA and of counsel and any agents or consultants for the CRA, 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 CRA harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees. Page 37 of 40 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 Project Sponsor's obligations and responsibilities pursuant to the Loan Documents shall be binding upon and inure to the respective heirs, personal and legal representatives, trustees, 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 CRA 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 CRA in its sole discretion. 12.20 The parties hereto agree that the Loan is non -recourse except that the exceptions to non -course applicable to any Permitted Senior Financing shall also apply to this Loan. [Signature Page Follows] Page 38 of 40 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their undersigned officials as duly authorized. PROJECT SPONSOR: CASA MIA APARTMENTS LLC, a Florida limited liability company By: SOUTHEAST REAL ESTATE INVESTMENTS LLC, its Manager WITNESSES: Date: 03-01 - 3 Print lame: itikritrA6 Print Name: Fran1 0 A CASA MIA APARTMENTS LLC Address: Attn: CARLOS PARRA 2650 SW 27th Av Suite 301 Miami, Florida 33133 ACKNOWLEDGMENT STATE OF FLORIDA COUNTY OF MIAMI-DADE ) THE FOREGOING INSTRUMENT was acknowledged before me by means of O physical presence or O online notarization on this .1 " day of fli(GcrGP - , 2023 by Carlos G. Parra, as Manager of SOUTHEAST REAL ESTATE INVESTMENTS LLC, the Manager of CASA MIA APARTMENTS, LLC, on behalf of such limited liability company, who is personally known to me or who produced a Jos identification. My Commission Expires: Signatur' df/Notary Public, State of Florida • ospt,2,, FRANCES LLOP-NOY �*:Notary Pubtic-State of Florida "` _ Commission # GG 905988 My Commission Expires August 21, 2023 FrAvveA 1--to7-N L' Printed Name of Notary Public Page 39 of 40 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their undersigned officials as duly authorized. ATTEST: Date: Hannon, • 'the Board 3/3 I AD).� CRA: OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("CRA") By: Humberto Gonzalez, Exec tive Dir ctor APPROVED AS TO INSURANCE APPROVED AS TO FORM AND REQUIREMENTS Ann-M . ' Sha • e Director f Ris • Management CORRECTNESS: Vi 'a Mendez ', General Counsel Page 40 of 40 EXHIBIT "A" LEGAL DESCRIPTION OF THE PROPERTY: DESCRIPTION: LOT 11 LESS THE E 25FT BLOCK 23 OF WADDELLS ADDITION TO MIAMI, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK B PAGE 53 OF THE PUBLIC RECORDS OF MIAMI DADE COUNTY, FLORIDA. EXHIBIT "B" SCOPE OF WORK /PROJECT SCHEDULE EXHIBIT "C" BUDGET EXHIBIT "D" FORM OF DISBURSEMENT AGREEMENT EXHIBIT "E" INTENTIONALLY OMITTED EXHIBIT "F" FORM OF MORTGAGE EXHIBIT "G" FORM OF COVENANT EXHIBIT "H" RENT REGULATORY AGREEMENT EXHIBIT "I" SIGNAGE REQUIREMENTS EXHIBIT "J" ADDITIONAL INSURANCE REQUIREMENTS INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE CONSTRUCTION REQUIREMENTS CASA MIA APARTMENTS LLC I. Commercial General Liability A. Limits of Liability Bodily Injury and. Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $1,000,000 B. Endorsements Required City of Miami listed as an Additional Insured OMNI CRA listed as an additional insured Contingent and Contractual Liability Premises and Operations Liability Explosion, Collapse and Underground Hazard Primary Insurance Clause Endorsement Completed Operations extended for (3) years after project completion II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami included as an Additional Insured OMNI CRA listed as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation Employer's Liability A. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit IV. Umbrella Policy (Excess Follow Form) A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $ 2,000,000 Aggregate $ 2,000,000 City of Miami & OMNI CRA listed as an additional Insured. Coverage is excess follow form over all liability polices contained herein. V. Owners & Contractor's Protective Each Occurrence General Aggregate $1,000,000 $1,000,000 City of Miami & OMNI CRA listed as the named insured VI. Payment and Performance Bond $TBD City & OMNI CRA listed as obligees VII. Builders' Risk Causes of Loss: All Risk -Specific Coverage Project Location Valuation: Replacement Cost Deductible: $25000 All other Perils 5% maximum on Wind/Hail and Flood City of Miami & OMNI CRA listed as loss payees A. Coverage Extensions: As provided by carrier The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change, or in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE BORROWER'S INSURANCE REQUIREMENTS CASAMIA APARTMENTS LLC I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $1,000,000 B. Endorsements Required City of Miami listed as an Additional Insured OMNI CRA listed as an additional insured Contingent and Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement IV. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B: Endorsements Required City of Miami included as an Additional Insured OMNI CRA listed as an additional insured V. Worker'`s Compensation Limits of Liability Statutory -State of Florida. Waiver of subrogation Employer's Liability B. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change, or in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. SCHEDULE A PERMITTED SENIOR FINANCING 1. Loan from TERRABANK, N.A., a National Banking Association, in the amount of $1,100,000.00 evidenced by a Promissory Note and secured by a Mortgage, both from Borrower, in favor of TERRABANK, N.A., a National Banking Association. UPTURN GROUP Development Description PROJECT OVERVIEW The Developer plans on working with the Omni CRA to rehabilitate the existing structure. She intends to renovate the existing multi -family residential building located at 1815 NW 151 CT. It is located in the Overtown neighborhood in the City of Miami. The property consists of one 6,300 SF T3-0 zoned parcel with one structure made up of 12 residential units. Once the apartments are redeveloped; they are to intended to be leased to the existing residents. As more units become available, they will leased to qualified tenants under the Affordable Housing Criteria set forth in the covenant and Rental Regulatory Agreement By redeveloping the property with the Omni CRA, the developer intends to keep stock of affordable housing to the current residents- maintaining the community and family ties in the neighborhood. 1 NW 12TNIST r ita w t0, NW 111TH TER iaI' NE5OTN .' 9 i) OMNI CRA Legend DCommn:on oisirKt eounaa4) Commun*Y ReOevetpmeol/.r c., OSrte LoraOen +n. low OW pogo.. by pa lore Dees Carr mlarr.roo toottrtology OMP.rt O... W.. Inhereollemn f•OPPo fail O.r * Pr Yra Oaia IW Mardi. 2012 Tn. moo an0 YooM. v4mww• . In 1..o.1 only N. PNY€ honest as may M arfMwd A M and no noroduern Nr swwfnattl a r r no ewes Of .naa.0 arrant* ndJ^V to not Imbp to u,. .+pMd wnrr+rto ., mrcMYW ar or Nome M a area✓ Pupa a mar. Yon a .rntl Or waa 1 UPTURN GROUP DRAW SCHEDULE The Developer and Owner commit to a period of 20 years under the following Affordable Housing lease rate guidelines. 75% of the building will be at 80-120% 25% of the building will be at Market Rates The property consists one freestanding building of 12 units: 6 Studios 6 2-bedroom, One Bathroom units This applications is made by Upturn Group LLC., a Florida limited liability company (the "Developer"). The Developer intends to renovate the existing 12-unit multi -family residential apartment building, which is located in the Overtown neighborhood in Miami -Dade County. The apartments, once renovated, are intended to be leased to the existing residents under the provisions set forth in the covenant. As units become available, they will be leased to new tenants who are qualified under the Rental Regulatory Agreement. The project will be done one column of apartments at a time, starting from the West and working our way to the East. 3 units will be worked on concurrently, and the current tenants will move into the units once they are available. The Developer will work to keep tenants on property during renovation by temporarily relocating tenants to unoccupied units within the Development site and placing them back into their renovated units upon completion. The Developer expects to begin delivering units within 12 months from the commencement of work, with a completion date dependent on the cooperation of in - place tenants. Project Scope: The Principals have formed a separate Florida limited liability company, which will be the record owner for the individual site: Casa Mia Apartments LLC. The Development consists of a total of 12 units spread out through three stories. The unit break -down is as follows: 6-Two Bedroom, One Bath Units 6-Studio, One Bath Units Developer commits to undertake the necessary renovation of the Development. The general renovation package, which the Developer intends to make in each of the units requiring renovation, consists of: • All upgrades to meet fire safety code. • Roof replacement with warranty. • New air conditioning system in all units- o 2 bedroom: Goodman 1.5Ton 16 SEER AC 2 UPTURN GROUP o Studios: Mitsubishi 12k BTU Cooling + Heating 23.1 SEER • Energy Star qualified water heater in all units. • Code -compliant impact windows. • Exterior doors replaced with fire rated metal doors. • Commercial VCT and/or Ceramic or comparable flooring throughout each entire unit. • Energy Star qualified refrigerator, dishwasher and full-size range and oven in all units. • The Developer will install new cabinets with granite or comparable counter tops, and a new sink and faucet. • The Developer will install new bathroom cabinets, sinks, fixtures, toilets, tubs or showers. The Developer will install ceramic, porcelain or comparable tile bathroom floors and walls at bathing areas. • Code compliant site lighting. • Appropriate landscaping and fencing. • Termite prevention and pest control • Replace existing plumbing with Florida Building Code required • Resurface parking area • Add exterior fencing for the safety and security of the residents. The Developer is committed to preserve and protect the environment and will install new Energy star - rated appliances and air conditioning equipment throughout the Development. The Developer will explore energy efficient solutions to help reduce utility costs to tenants and to promote the City's commitment to "sustainability". The Developer approximates $48,000 per unit to renovate- included but limited to all Hard Costs and Soft costs. This includes not only new interiors but also base building work such as new roof, windows, structural, mechanical, plumbing & electrical upgrades, and exterior finish - which includes landscaping, fencing, parking and common areas. As well as General Contractor, Architecture, Engineering, Permits fees, Expediting, Developer and project management. Given this experience, the 12 unit renovation will cost a minimum of $575,000 to deliver in renovation costs. The Omni CRA will provide $500,000 in renovation costs and the owner will furnish the balance to deliver a project that the neighborhood will be proud of. PROJECT SCHEDULE The project will performed in two stages. Since there are/were tenants living in the building during construction. The project will commence all work with the exterior columns: Units: 1, 4, 5, 8, 9 & 12. The tenants will remain in the interior units. Once the 2 outer columns have been completed Phase 2 will commence with units: 2, 3, 6, 7, 10 & 11. Existing tenants will be transferred to the renovated apartments while there apartments are rehabbed and finished. Once project is completed tenant(s) will return to their original unit. 3 UPTURN GROUP PROJECT MILESTONES Commencement of Work: Permit Finalized: Yes or No Master Permit pulled: October 24, 2020 Mechanical Commencement: June 24, 2020 Mechanical Final: YES Electrical Commencement: June 26, 2020 Electrical Final: YES Plumbing Commencement: May 22, 2020 Plumbing Final: YES Roof Commencement: June 25, 2020 Roof Final: YES Windows & Doors: August 01, 2019 Windows and Doors: YES 4 UPTURN GROUP DRAW SCHEDULE The total $500,000 renovation budget will be released in 2 increments as reimbursements from the OMNI CRA: 1- Draw 1 $250,000 (50% of budget): Target date of March 15, 2021 2- Draw 2 $250,000 (50% of budget): Target date of April 15, 2021 Upon the release of the of $250,000 (first draw of reimbursement), the OMNI CRA will review the work performed to confirm performance. Upon review and approval by the ONMI CRA, developer will be issued the next $250,000 upon final completion. BUDGET SOFT COSTS/GENERAL CONDITIONS GC, Developer, Engineer, Architect, Permit Fees, Expediting DEMOLITION SIDING ROOFING EXTERIOR DOORS & WINDOWS LANDSCAPING/FENCE MISC. EXTERIOR ITEMS FRAMING & DRYWALL CABINETS & COUNTERTOPS DOORS & TRIM FLOORING E.TILING PAINTING APPLIANCES PLUMBING HVAC ELECTRICAL TRASH REMOVAL Subtotal $150,000 $24,000 $5,000 $25,000 $46,000 $5,000 $5,000 $40,000 $25,000 $32,461 $22,734 $4,600 $28,000 $23,112 $44,000 $31,000 $46,000 $18,000 $574,907 Subtotals Hard and Soft Costs Totals $574,907 Hard and Soft Costs Totals per Unit $47,909 Hard and Soft Costs Total per SF $101 Land Cost Total $980,000 Development Cost Total $1,554,907 per Unit $129,576 5 SURVEY UPTURN GROUP 10.00 ABANLT n8 (NOD) FIP 111- CONC SLAB LOT 10 &OP US oO CONC SLAB 11.30 RE144INDER LOT 11 BLOCK 23 60.00E 010' y1 CONC SLAB / CONC CURB FND 7 6' 4 0' 24 8(7 CONC SLAB CONC ROOF THREE STORY BUILDING # 1815 F F • I322 10 s0 )6 1a.ro ^i: ASPIMLT .12 05' 8 1110 CONC yy1340\ SLAB 12 ro 6 3' 700' CB ASPHALT LOT 11 LESS 11EE2FT BLOC, 23 60.00 rbd(Gws 1 NO D) FIP 1T LOT 11 BLOCA23 /160 FIP 1? F.N.D (NOD.) (NOD) b0001111) 60 00TP) P 7WM TWM '''-2.5 CONC. CIA NW 1st COURT 120. T 11.90'\ q (SO TOTAL FLAN) 36 ASPHALT PAVEMENT SKETCH OF SURVEY SCALE: 1" = 20' ABBREVIATIONS AND LEGEND NC • AMCOND 1,0NINU PAT E NC=FOUND NAIL I. DISE SIR= SET IRON BAR FN • FOUND NAIL P.0 P. • PERMANENT CONTROL POINT U E. • UTILITY EASEMENT —II— • IRON FENCE CL • CLEAR E T.P.• ELECTING TRANSFORMER PAD F I.P • FOUND IRON PR RES • RESIDENCE STY. • STORY L E• LANDSCAPE EASEMENT F T R. • FOUND IRON MP C• • CATCH BASIN &W • ME NOA Cl•- CONC. *LW STRUD1y*E -..— •CFNN LINK PENCE RNV- RR3M OF WAY l -ARC LENGTH NO 1 • N0 IDENTIFICATION MAILER CH • CHORD L • CENTER LINE COOK • CONCRETE NOTE, ONLY VALID WITH PAGE 1 P •RAT M •MEASURED k` • ELEVATIONS TAKEN R • RADIUS INC •ENCROACHMENT r •YAXIO FENCE SEWN C•s WALE 4 • CENTRAL ANGLE M ❑RLANDD GRANDAL '¢CFE SS I[)HAL SLAVE TOR AND MAPPER No 6677 1598 SW 2511+ AVENUE RINIL FLORIDA 33145 Pr I 706 00C 4039 786-553 4658 FAX , 305-271 5977 TYPE OF PROJECT. BOUNDARY SURVEY AS 00048 DATE 12-28-18 PROJECT LOCATION 1815 NW 1E COURT DRAWN Sr DRAM No CITY, STATE E 7IP COO, MIAMI, FLORIDA 33136 DATE OF FIEL VCRK: 12-27-18 PROJECT No 18-12-18L ''CET' 2 7' 2 TRADE BREAKDOWN Vendor Description M & I Property Repair Door & Windows + Fraimimg + Carpentry Alpha Carpentry Carpentry EMC Services & Repair Electric Job Halseca Cameras System Jose Espejo Cameras System Espinoza Powder Metal Fence Dolphin Garage Garage Door A Fire Protection Fire Extingiuishers American System for Security Fire Alarm System Rafael Rodriguez Alarm System Helsel Alvarez Project Manager (Amor Amor Management ) Amor Amor Management Corp Project Manager Upturn Group Management Parsil/ Carlos Parra Management Eddy Furniture Kitchen Cabinets SL Counter Tops Kitchen Counter Tops Starbon INS Appliances Jose Guardado Lanscaping Marro Law Legal Nacan Solutions Pest Control- Termite Tenting Pure Air A/C System Casa Mia Internal Transfer Stensens Construction Moving Tenant Unit 10 to Unit 2 Dwayne King Relocation/Temporary Hotel A Corp Remodeling Paint Job Jorge Alonso Paint Job Flores Remoideling Paint Job Yordanis Guerrero Plumbing All Around Florida Plumbing 1 Trade Cost Building, Carpentry &-Installations $ 81,213.89 Building, Carpentry & Installations $ 3,750.00 Electrical $ 38,034.28 Electrical $ 338.38 Electrical $ 650.00 Fence $ 5,150.00 Fence $ 250.00 Fire, Alarm and Security $ 891.14 Fire, Alarm and Security $ 666.30 Fire, Alarm and Security $ 270.00 GC, Project Management & Expediting $ 1,850.00 GC, Project Management & Expediting $ 40,100.00 GC, Project Management & Expediting $10,000 GC, Project Management & Expediting $ 2,125.00 Kitchen and Bathroom Vanities $ 15,000.00 Kitchen and Bathroom Vanities $ 5,850.00 Kitchen and Bathroom Vanities $ 2,981.02 Landscaping $ 1,210.00 Legal $ 325.00 Maintenance $ 4,940.00 Mechanical $ 31,000.00 Miscellanous $ 3,650.00 Miscellanous $ 170.00 Miscellanous $ 1,550.00 Paint $ 2,500.00 Paint $ 2,200.00 Paint $ 8,000.00 Plumbing $ 200.00 Plumbing $ 48,850.00 TRADE BREAKDOWN Parsil Investments Reinmbursment Miguel Pina Reinmbursment South East Real Estate Reinmbursment HGR Group Roof Inspeccion AJR Roofing Roof Inspeccion Lester Salicetti Survey Jorge Tannous Drawings DPC General Contractor Enviromental/Abestos Study UPTURN GROUP Development Management Moino Fernandez Ar Architects EE&G Enviromental Enviromental/Abestos Jose Luis Martinez Trash Removal Great Waste Trash Company Real Deal FPL Trash Removal Electricity Bills Valerie Davies Water Reinbursment Sar Services & Repair Door & Windows PJC Tile & Marble Door & Windows JFK Metal Partitions Door & Windows Angel Gonzalez Door & Windows Kent General Construction Door & Windows Richard Fernandez Door & Windows Material JP General Door & Windows All Impact System Impact Windows EMG Locksmith Locksmith Trades Cost Building, Carpentry & Installatioi $ Electrical $ 2 Reimbursements $ 34,565.82 Reimbursements $ 148.75 Reimbursements $ 25,000.00 Roof $ 150.00 Roof $ 31,000.00 Soft Costs $ 620.00 Soft Costs $ 375.00 Soft Costs $ 2,137.00 Soft Costs $10,000 Soft Costs $ 15,435.00 Soft Costs $ 500.00 Trash $ 4,600.00 Trash $ 2,777.20 Trash $ 800.00 Utilities $ 2,109.38 Utilities $ 140.00 Windows and Doors $ 10,780.57 Windows and Doors $ 470.00 Windows and Doors $ 200.00 Windows and Doors $ 1,500.00 Windows and Doors $ 1,600.00 Windows and Doors $ 563.88 Windows and Doors $ 705.00 Windows and Doors $ 23,813.88 Windows and Doors $ 75.00 Cost per Unit 84,963.139 $ 39,022.66 $ 7,080.32 3,251.89 $ 483,781.49 TRADE BREAKDOWN Fence $ 5,400.00 $ 450.00 Fire, Alarm and Security $ 1,827.44 $ 152.29 GC, Project Management & Expe $ 54,075.00 $ 4,506.25 Kitchen and Bathroom Vanities $ 23,831.02 $ 1,985.92 Landscaping $ 1,210.00 $ 100.83 Legal $ 325.00 $ 27.08 Maintenance $ 4,940.00 $ 411.67 Mechanical $ 31,000.00 $ 2,583.33 Miscellanous $ 5,370.00 $ 447.50 Paint $ 12,700.00 $ 1,058.33 Plumbing $ 49,050.00 $ 4,087.50 Reimbursements*** $ 59,714.57 $ 4,976.21 Roof $ 31,150.00 $ 2,595.83 Soft Costs $ 29,067.00 $ 2,422.25 Trash $ 8,177.20 $ 681.43 Utilities $ 2,249.38 $ 187.45 Windows and Doors $ 39,708.33 $ 3,309.03 $ 483,781.49 $ 40,315.12 Tota I: $498,016 FPL Posting Dal Description Amount I, Payee 11/4/2020 FPL -$1,085.10 Florida Pow 10/30/2020 FPL -$43.21 Florida Pow 10/30/2020 FPL -$48.13 Florida Pow 10/30/2020 FPL -$56.37 Florida Pow( 10/30/2020 FPL -$63.65 Florida Pow 9/25/2020 FPL -$16.60 'Florida Pow( 9/25/2020 FPL -$24.27 Florida Pow( 9/25/2020 FPL -$47.50 Florida Pow( 9/25/2020 FPL -$58.84 Florida Pow( 8/3/2020 FPL -$13.91 Florida Pow( 8/3/2020 FPL -$19.84 Florida Pow( 8/3/2020 FPL -$54.86 Florida Pow( 8/3/2020 FPL -$55.95 Florida Pow 7/3/2020 FPL -$12.70 Florida Pow( 7/3/2020 FPL -$19.26 Florida Pow( 7/3/2020 FPL -$133.98 Florida Pow( 7/3/2020 FPL -$134.01 Florida Pow( 6/2/2020 FPL -$13.59 Florida Pow( 6/2/2020 FPL -$18.58 Florida Pow 5/4/2020 FPL -$13.83 Florida Pow 5/4/2020 FPL -$19.71 Florida Pow( 3/30/2020 FPL -$32.99 Florida Pow 3/30/2020 FPL -$33.22 Florida Pow( 2/18/2020 FPL -$9.89 7Iorida Pow( 2/18/2020 FPL -$13.33 Florida Pow( 2/18/2020 FPL -$20.45 Florida Pow( 1/7/2020 FPL -$10.20 Florida Pow( 1/7/2020 FPL -$14.93 Florida Pow( 1/7/2020 FPL -$20.48 Florida Pow( $2,109.38 r & Light r & Light r & Light r & Light r & Light r & Light r & Light r & Light r & Light r & Light r & Light r & Light r & Light r & Light r & Light r & Light r & Light r & Light r & Light r & Light r & Light r & Light r & Light r & Light r & Light r & Light r & Light r & Light r & Light Great Waste Posting Date Description Amount Payee Trade 12/2/2020 GREAT WASTE 305-6886188 FL 12/01 -$205.45 Great Waste Trash 11/3/2020 GREAT WASTE 305-6886188 FL 11/02 -$192.85 Great Waste Trash 10/2/2020 GREAT WASTE 305-6886188 FL 10/01 -$192.85 Great Waste Trash 9/2/2020 GREAT WASTE 305-6886188 FL 09/01 -$192.85 Great Waste Trash 8/4/2020 GREAT WASTE 305-6886188 FL 08/03 -$192.85 Great Waste Trash 7/2/2020 GREAT WASTE 305-6886188 FL 07/01 -$192.85 Great Waste Trash 6/2/2020 GREAT WASTE 305-6886188 FL 06/01 -$192.85 Great Waste Trash 5/4/2020 GREAT WASTE 305-6886188 FL 05/01 -$192.85 Great Waste Trash 4/2/2020 GREAT WASTE 305-6886188 FL 04/01 -$305.45 Great Waste Trash 3/3/2020 GREAT WASTE 305-6886188 FL 03/02 -$305.45 Great Waste Trash 2/4/2020 GREAT WASTE 305-6886188 FL 02/03 -$305.45 Great Waste Trash 1/6/2020 GREAT WASTE 305-6886188 FL 01/03 -$305.45 Great Waste Trash I-$2,777.201 $279.35 $200.00 $952.43 $8,670.00 $49.19 $994.84 $296.85 $2,927.94 $2,173.00 $1,631.00 $1, 846.84 $500.00 $100.03 $8,500.00 Insurance Building Mat( Building Mat( Window Mat Doors Building Mati Building Mat( Building Mat( Loan to open Building Mati $5K Upturn $ 1006 Parsil Investment 2006 Carlos Parra 2007 Carlos Parra 1009 Carlos Parra 1008 Parsil Investment 2049 Parsil Investment 2005 Parsil Investment 2000 Parsil Investment 1014 Parsil Investment 2029 Miguel Pina 1005 Mia Realty Reimbursement Total $29,121.47 7 $125.00 Management $250.00 Management $500.00 Management $250.00 Management $500.00 Management $500.00 2076 Management Management Total $2,125.00 8 $100.00 $150.67 $300.00 $45.00 $300.00 $125.00 $367.00 $430.00 $120.00 $1, 200.00 $450.00 1010 $866.90 1011 $795.00 2003 $765.00 2009 $821.00 2015 $765.00 2017 $750.00 2021 $733.00 2028 $870.00 2031 $827.00 2038 SAR Services & Repairs Total $10,780.57 9 $5,000 Check 1013 $5,000 1015 (Paid by Mia Realty) Upturn Total $10,000 10 $350.00 $270.00 2004 Lester Salicetti Total $620.00 11 $200.00 $175.00 Jorge Tannous Total $375.00 12 $515.65 $120.00 $6,391.31 $702.26 $3,000.00 $3,000.00 $2,063.52 $806.54 $3,000.00 $3,000.00 $3,000.00 $3,000.00 $3,000.00 $60.00 $3,000.00 $3,000.00 $60.00 $315.00 2030 EMC Services & Repairs Total $38,034.28 13 $470.00 2037 Window Finish PJC Tile & Marble Total $470.00 14 $240.00 $820.00 $1,120.00 $560.00 $600.00 $240.00 $240.00 $1,120.00 $4,940.00 2033 Pest Control NACAN Solutions Total $4,940.00 15 $200.00 2012 JFK Metal Partition INC Total $200.00 $1,500.00 2019 Angel Gonzalez Total $1,500.00 17 $1,600.00 2023 Kent General Construction Corp Total $1,600.00 $64.20 $236.47 $236.47 $354.00 2077 $891.14 A Fire Protection Plus Inc Total $891.14 19 $271.30 $110.00 $285.00 $666.30 American Systems for Security Total $666.30 $2,137.00 2044 DPC General Contractor Total $2,137.00 21 $500.00 $1,100.00 $600.00 2075 $800.00 2043 $350.00 2034 $350.00 2026 $600.00 2078 $300.00 2008 $4,600.00 Jose Luis Martinez Total $4,600.00 22 $325 Marro Law Total $325.00 23 $2,500.00 $139.09 $7,400.00 $7,291.12 $7,235.61 $10,000.00 $34,565.82 PARSIL Investment Total 34565.82 24 $ 3, 000.00 $640.00 $9,250.00 1002 $2,545.00 2025 $15,435.00 Moino Fernandez Architects Total $15,435.00 $5,150.00 $5,150.00 Total $5,150.00 $200.00 $200.00 Total $200.00 $150.00 $150.00 Total $150.00 $338.38 $338.38 Total $338.38 $148.75 $148.75 Total $148.75 $150.00 $1,000.00 $2,500.00 $3,650.00 Total $3,650.00 $1,500.00 $200.00 $150.00 $1,850.00 Total $1,850.00 $650.00 $650.00 Total $650.00 $60.00 $60.00 $30.00 $130.00 $30.00 $30.00 $600.00 $270.00 2004 $1,210.00 Total $1,210.00 $563.88 $563.88 $563.88 $135.00 $135.00 $270.00 Total $270.00 $705.00 $705.00 Total $705.00 $13,097.64 1001 $10,716.24 1007 $23,813.88 Total $23,813.88 $5,000.00 $5,000.00 $3,000.00 $2,000.00 $2,000.00 $1,500.00 $5,000.00 $1,500.00 $1,500.00 $2,000.00 $1,000.00 $2,550.00 $2,550.00 $4,000.00 $1,000.00 $500.00 $40,100.00 1004 Proyect Manager 2080 PE Opinnion 2036 Supery GC Total $40,100.00 $8,000.00 $8,000.00 $8,000.00 $8,300.00 $4,150.00 $6,000.00 $4,000.00 $1,000.00 $1,000.00 $240.00 $160.00 $48,850.00 2046 Plumbing 2081 Plumbing Total $48,850.00 $1,200.00 $1,500.00 $1,800.00 $1,847.51 $1,500.00 $204.47 $1,600.00 $1,800.00 $1,800.00 $1,800.00 $2,211.25 $3,000.00 $1,500.00 $1,381.68 $2,500.00 $2,500.00 $1,121.74 $2,000.00 $300.00 $3,500.00 $835.48 $2,500.00 $5,000.00 $5,000.00 $6,000.00 $2,000.00 $2,500.00 $2,445.00 $2,500.00 $2,445.00 $540.00 1012 $1,000.00 2002 $1,000.00 2010 $1,000.00 2013 $1,000.00 2016 $1,157.41 2020 $1,192.35 2022 $1,634.00 2024 $1,000.00 2027 $800.00 2032 $1,000.00 2039 $2,098.00 2041 Total $81,213.89 $1,500.00 2047 $81,213.89 $8,000.00 $660.00 $5,000.00 $5,000.00 $18,660.00 Paid $31,000.00 Total $12,340.00 Balance Total $31,000.00 $140.00 $140.00 Total $140.00 $1,100.00 $3,300.00 $5,300.00 $5,300.00 $15,000.00 Total $15,000.00 $500.00 $500.00 Total $500.00 $75.00 $75.00 Tota I $75.00 $750.00 $1,500.00 $1,500.00 $3,750.00 Total $3,750.00 $2,500 $2,500 Total $2,500 $250 $250 Total $250 $650.00 $1,300.00 $1,950.00 $1,950.00 $5,850.00 Total $5,850.00 $2,981.02 $2,981.02 Total $2,981.02 Stensen Construction $170 $170 r Total $170 Page 53 of 59 $2,500.00 $10,000.00 $10,000.00 $22,500.00 Paid $8,500.00 Due $31,000.00 Toral Total $31,000.00 $20,000.00 $5,000.00 $25,000.00 Total $25,000.00 $1,550.00 $1,550.00 Total $1,550.00 $700.00 $400.00 $700.00 $400.00 $2,200.00 Total $2,200.00 $400.00 $400.00 $800.00 Tota I $800.00 $2,000.00 $2,000.00 $2,000.00 $2,000.00 $8,000.00 Total $8,000.00