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HomeMy WebLinkAbout24690AGREEMENT INFORMATION AGREEMENT NUMBER 24690 NAME/TYPE OF AGREEMENT STADIUM TOWER APARTMENTS LLC DESCRIPTION LOAN AGREEMENT/2320 NW 8TH AVENUE, MIAMI FLORIDA 33127/FILE ID: 12775/R-22-0420/MATTER ID: 22-2776K EFFECTIVE DATE December 19, 2022 ATTESTED BY NICOLE EWAN ATTESTED DATE 12/19/2022 DATE RECEIVED FROM ISSUING DEPT. 12/8/2023 NOTE ARPA LOAN AGREEMENT FOR STADIUM TOWER APARTMENTS, LLC This American Rescue Plan Act of 2021 ("ARPA") Loan Agreement (this "Loan Agreement" or "Agreement") for Stadium Tower Apartments is dated as of this I q day of 00C , 2022, by and between the CITY OF NIIAMI, a municipal corporation of the State of Florida (hereinafter the "City" or "Lender"), and STADIUM TOWER APARTMENTS LLC, a Florida limited liability company (hereinafter the "Project Sponsor" or "Borrower" or "Subrecipient"). Lender and Borrower are sometimes jointly referred to as "Parties." FUNDING SOURCE: United States Department of the Treasury, through its final rule, 31 CFR Part 35, that implements the Coronavirus State Fiscal and Local Fiscal Recovery Funds established under the American Rescue Plan Act of 2021 AMOUNT: One Million Eight Hundred Thousand Dollars ($1,800,000.00) in ARPA funds RESOLUTION: The City of Miami Housing and Commercial Loan Committee approval of November 16, 2022 and Miami City Commission resolution No. 22-0420 approved on November 17, 2022. PROJECT NAME: Stadium Tower Apartments PROJECT TYPE: New Construction of a Rental Project PROJECT SPONSOR: Stadium Tower Apartments, LLC, a Florida limited liability company LAND OWNER: Stadium Tower Apartments, LLC TERM OF THE AGREEMENT: See Section 1.19 AFFORDABILITY PERIOD: Thirty (30) years commencing from the Close -Out of the Project ARPA ASSISTED UNITS: Sixty (60) of the Affordable Units shall be ARPA Assisted Units for eligible individuals; Fifty (50) of the ARPA Assisted Units shall be allocated for Low Income Households; Ten (10) of the ARPA Assisted Units shall be allocated for Very Low -Income Households PROPERTY ADDRESS: 2320 Northwest 8th Avenue Miami, Florida 33127(Folio Number: 01-3126-077-0020) Page 1 of 41 IDIS NUMBER: SCI NUMBER: EXHIBITS ATTACHED: Exhibit "A" Exhibit "B" Exhibit "C" Exhibit "D" Exhibit "E" Exhibit "F" Exhibit "G" Exhibit "H" Exhibit "I" Exhibit "J" Schedule A Legal Description Scope of Work /Project Schedule Budget Form of Disbursement Agreement Affirmative Marketing Procedures. and Responsibilities Form of Mortgage and Security Agreement Form of Declaration of Restrictive Covenants Form of Rent Regulatory Agreement Signage Requirements Additional Insurance Requirements Schedule of Permitted Senior Financing RECITALS WHEREAS, the Project Sponsor is the fee simple owner of the real property described in Exhibit "A." The Project Sponsor is constructing an affordable housing project that will be known as Stadium Tower Apartments that will increase the supply of rental housing units including units for Very Low, and Low Income Individuals and Households, by providing additional affordable rental units. WHEREAS, on November 16, 2022, and November 17, 2022, the City's Housing and Commercial Loan Committee ("HCLC") and the Miami City Commission respectively approved an allocation of ARPA funds in the amount of $1,800,000.00 to Project Sponsor for the Project's hard and soft construction costs; and WHEREAS, the City and the Project Sponsor intend and agree that the ARPA Funds be subject to the terms and conditions of this Agreement. NOW THEREFORE, in consideration of the mutual covenants and obligations herein contained, and subject to the terms and conditions hereinafter stated, the Parties understand and agree as follows: ARTICLE I DEFINITIONS The City, and the Project Sponsor hereby agree that the capitalized terms used herein shall have the meanings set forth below unless the context requires otherwise: 1.1 Affordability Period: The period of time that the Assisted Units must remain Affordable, in compliance with 31 CFR Part Page 2 of 41 1.2 Affordable: 1.3 Close -Out of the Project: 1.4 Contract Records: 35. The Affordability Period for this Project will be thirty (30) years, commencing on the Close -Out of the Project. A project or unit that satisfies the affordability requirements set forth in this Loan Agreement, the Covenant, and the Rent Regulatory Agreement. The date on which the Project has obtained all of the required Certificate(s) of Occupancy and all ARPA Assisted Units have been leased to eligible ARPA tenants. Any and all books, records, documents, information, data, papers, letters, materials, electronic storage data and media, whether written, printed, computerized, electronic or electrical, however collected or preserved which are or were produced, developed, maintained, completed, received or compiled by or at the direction of the Project Sponsor or any Project contractor or subcontractor relating to the use of the ARPA Funds in carrying out the duties and obligations required by the terms of this Agreement, including, but not limited to, financial books and records, ledgers, drawings, maps, pamphlets, designs, electronic tapes, computer drives and diskettes or surveys. 1.5 Effective Date: The date on which the Agreement has been signed by the City Manager and attested to by the City Clerk. 1.6 ARPA: United States Department of the Treasury's final rule, 31 CFR Part 35, that implements the Coronavirus State Fiscal and Local Fiscal Recovery Funds established under the American Rescue Plan Act of 2021 1.7 HUD: The United States Department of Housing and Urban Development. 1.8 ARPA Assisted Units, or Assisted Units: Sixty (60) of the Project's total one hundred forty- nine (149) residential apartment units, will be ARPA Assisted Units or Affordable units for households/individuals. Fifty (50) of the Affordable units shall be allocated for Low Income Households; Page 3 of 41 1.9 ARPA Loan Documents, or Loan Documents: 1.10 ARPA Funds, or, the Loan: 1.11 ARPA Program: and ten (10) of the Affordable units shall be allocated for Very Low -Income Households. The payable rents on the ARPA Assisted Units are subject to the Covenant and the Rent Regulatory Agreement. Further restrictions apply to the ARPA Assisted Units as provided in and this Agreement, the Covenant, the other ARPA Loan Documents and the Legal Requirements, as applicable. The ARPA Assisted Units shall remain Affordable throughout the Affordability Period. This Agreement and all other documents that may now or hereafter evidence or secure the loaned ARPA Funds together with other documents executed in connection therewith or presented by the Project Sponsor to the City in connection therewith or herewith, including but not limited to Exhibits D, F, G, H, and the Note, and all amendments, extensions and renewals to any of the foregoing. The loan in the amount of one million eight hundred thousand dollars ($1,800,000.00) from the City to the Project Sponsor for the Project's construction. United States Department of the Treasury's final rule, 31 CFR Part 35, that implements the Coronavirus State Fiscal and Local Fiscal Recovery Funds established under the American Rescue Plan Act of 2021. 1.12 ARPA Requirements: The requirements contained in this Agreement, 31 CFR Part 35 and any other requirements imposed by the City. 1.13 Legal Requirements: All federal, state and local laws, regulations and requirements relating or pertaining to the ARPA Loan and/or the Project, and any requirements imposed by the City. 1.14 Low -Income Household: Annual income does not exceed sixty percent (60%) of the median income for the area, as determined by HUD with adjustments and certain exceptions as provided in 31 CFR Part 35. 1.15 Very Low -Income Page 4 of 41 Household: 1.16 Project: 1.17 Property: Annual income does not exceed thirty percent (30%) of the median income for the area, as determined by HUD, with adjustments and certain exceptions as provided in 31 CFR Part 35. Stadium Tower Apartments is new construction consisting of a 7-floor residential building located at 2320 Northwest 8th Avenue Miami, Florida 33127. The project will have a total of one hundred forty- nine (149) units. Sixty (60) Affordable ARPA Assisted Units shall be occupied by eligible tenants, as described herein, and shall be comprised of sixteen (16) one bedroom/one bathroom apartment units, twenty-eight (28) two bedroom/two-bathroom apartment units, and sixteen (16) three bedroom/two bathroom apartment units. The building on the Property shall be constructed in accordance with the Project Schedule/Scope of Work and the plans and specifications, attached hereto and incorporated herein as Exhibit "B", that will provide affordable housing opportunities in accordance with HUD income guidelines. The real property, together with other real property to be acquired with the Loan, and all improvements thereon, located at 2320 Northwest 8th Avenue Miami, Florida 33127, in the County of Miami - Dade, State of Florida, on which the Project is being constructed, as legally described in Exhibit "A," attached hereto and incorporated herein. 1.18 Permitted Senior Financing: See Section 5.17. 1.19 Term: 1.20 The Covenant: 1.21 Treasury: The period commencing on the Effective Date hereof and ending at the expiration of the Affordability Period, unless this Agreement is terminated sooner as provided for herein. A Declaration of Restrictive Covenants recorded in the Public Records of Miami -Dade County, Florida to ensure that the ARPA Assisted Units will qualify and remain Affordable during the Affordability Period. United States Department of the Treasury Page 5 of 41 1.22 Rent Regulatory. Agreement: See Exhibit "H" 1.23 The Note: 1.24 The Mortgage The Promissory Note of even date herewith evidencing the Loan, executed by the Project Sponsor in favor of the City. The Mortgage and Security Agreement collateralizing the Loan, executed by the Project Sponsor, a copy of which is attached hereto and incorporated herein as Exhibit "F." ARTICLE II ARPA FUNDS Upon satisfaction of all conditions set forth herein, the City has disbursed or shall disburse the ARPA Funds to the Project Sponsor for the purposes herein set forth. 2.1 Use of Funds. The Stadium Tower Apartments Project is new construction consisting of a 7-floor residential building located approximately at 2320 Northwest 8th Avenue Miami, Florida 33127. The Project consists of a total of one hundred forty-nine (149) units. Sixty (60) units will be ARPA Assisted Units which shall be occupied by Very Low -Income and Low - Income Households for a period of thirty (30) years, commencing at the Close -Out of the Project. The ARPA Funds shall be used for certain development costs and for construction hard costs of the Project, 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 ARPA 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, which is entered into by the City and the Project Sponsor (the "Disbursement Agreement") and is attached hereto and incorporated herein as Exhibit "D". The Project Sponsor shall not request disbursement of such Funds until such Funds are needed for payment of eligible costs. The amount of each request for disbursement must be limited to the amount needed for the payment of eligible costs. The Project Sponsor agrees and affirms that any expenditure of the ARPA Funds will be in compliance with the requirements of 31 CFR 35. Project Sponsor acknowledges and affirms that Ten Thousand and 00/100 Dollars ($10,000.00) of the ARPA Funds was awarded to the Project for, and may be used by the City to cover, certain costs incurred by the City in connection with the Project. 2.3 Repayment of ARPA Funds. Repayment by the Project Sponsor of principal, accrued interest, and other costs and charges set forth in the ARPA Loan Documents shall be repaid as follows: Page 6 of 41 A. Each year after the Close -Out of the Project, on the anniversary of the Effective Date, Maker must pay eighteen thousand dollars ($18,000.00) to Lender, representing a one percent (1%) interest rate, for thirty (30) years. Failure to comply with the payment of annual interest shall result in the payment of said interest being deferred until maturity. In the avoidance of doubt, Borrower shall have the option of paying said 1% interest rate annually or Borrower shall make any such missed annual payment at maturity, which is the end of the Affordability Period. Non-payment of principal and deferred interest at maturity shall result in the full repayment of principal and unpaid interest at the Default Rate. All other payments of principal, interest, and all other charges, expenses, and fees set forth in the Loan Documents shall accrue as follows: The principal of this Promissory Note shall bear zero percent (0%) from the Effective Date until the Close -Out of the Project. Upon the Close -Out of the Project, the Loan will be converted to a permanent loan that shall bear interest at the rate of one percent (1 %) per annum simple interest only B. The Project Sponsor shall not agree to any transaction or agreement that will create additional mandatory superior payments without the City's prior written approval other than the Permitted Senior Financing as set forth on Schedule "A" attached hereto and made a part hereof. C. Notwithstanding any provision herein to the contrary, in the event that the Project Sponsor shall: (i) Meet all of its obligations hereunder and under all of the ARPA Loan Documents executed in connection herewith; (ii) Commence construction of the Project within six (6) months from the Effective Date of this Agreement; (iii) Obtain all required certificates of occupancy for the Project, within eighteen (18) months from the Effective Date; (iv) Rent sixty (60) ARPA Assisted Units to Low -Income and Very Low - Income Households in accordance with the requirements of this Agreement, within twelve (12) months after the issuance of certificates of occupancy for the Project, but in no event later than thirty (30) months from the Effective Date (v) Throughout the Affordability Period, rent the ARPA Assisted Units to Low - Income Households and Very Low Income Households in accordance with the requirements of this Agreement, the Covenant, the Rent Regulatory Agreement and the other ARPA Loan Documents; and (vi) Throughout the Affordability Period, comply with all applicable ARPA Requirements and all applicable requirements hereof and in the other ARPA Loan Documents; Page 7 of 41 then, in such event, the City may, in its sole and absolute discretion, cancel all remaining indebtedness on the Loan, cancel the ARPA Note (and deliver, or cause to be delivered, the cancelled original ARPA Note to the Project Sponsor), and satisfy the Mortgage (and prepare and record a satisfaction of the Mortgage in the Public Records of Miami -Dade County, Florida). D. Notwithstanding any provision herein to the contrary, the amount of the ARPA Funds disbursed hereunder, together with all interest accrued thereon, shall become due and payable upon the occurrence of an Event of Default as described in Article VII below and the continuance of such Event of Default beyond the applicable cure period, if any. 2.4 Commitment Fee: Project Sponsor agrees to pay the City a $5,000.00 commitment fee prior to the disbursement of any ARPA Funds. ARTICLE III DISBURSEMENT REQUIREMENTS 3.1 CONDITIONS OF DISBURSEMENT OF ARPA FUNDS. The City shall not be obligated to disburse the ARPA Funds unless and until the City has received the following: 3.1.1 Title Insurance. A title insurance commitment issued by a title insurance company acceptable to the City identifying the City's insurable interest, the Project Sponsor's estate in the Property, together with copies of all instruments which appear as exceptions therein. The title commitment and policy shall be issued without exceptions, except for those exceptions permitted by the City, and shall include such affirmative coverage as the City shall require. 3.1.2 Survey. An original current survey of the Property made by a registered surveyor satisfactory to the City and the title company and containing such certifications as the City and the title company may require. 3.1.3 Zoning. Evidence that the Property and the proposed improvements comply with all applicable zoning ordinances. 3.1.4 ARPA Program. Evidence of the Project Sponsor's satisfactory compliance with all of the applicable requirements of the ARPA Program, pursuant to 31 CFR Part 35, as hereinafter detailed. 3.1.5 Corporate Documents. (a) The operating agreement, or its equivalent, and a good standing certificate for the Project Sponsor and its Manager, certified by the appropriate governmental authority. Page 8 of 41 (b) Resolutions, and incumbency certificates, or, in the case of a partnership, their equivalent, for the Project Sponsor and its Manager certified by the Corporate Secretary or other authorized signer, authorizing the consummation of the transactions contemplated hereby, all satisfactory to the City. (c) Evidence satisfactory to the City that Project Sponsor or any member of such entity, is qualified to receive funds under the ARPA Program in accordance with the accordance with the ARPA Requirements. As of the date of this Agreement the Project Sponsor is in compliance with this requirement. 3.1.6 Insurance Policies. The Project Sponsor shall be required to obtain and furnish evidence of insurance coverage the City may 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 City with a mandatory written notice of cancellation or material change from the insurer not less than thirty (30) days prior to any such cancellation or material change, and all such policies shall be written by insurance companies satisfactory to the City. Failure of the Project Sponsor to submit all required evidence of the specified insurance coverage and a letter of credit, in a form acceptable to the City in its sole and absolute discretion, fourteen (14) calendar days prior to the start of Project shall delay the disbursement of the ARPA Funds. 3.1.7 Operative Documents. This Agreement, the Covenant, the other ARPA Loan Documents, and all other ARPA Documents, duly and lawfully executed by the Project Sponsor and in recordable form, where appropriate. 3.1.8 Appraisal. A current appraisal of the Property made by a member of the American Institute of Real Estate Appraisers. 3.1.9 List of Contractors and Subcontractors. A list of all of the Project Sponsor's subcontractors and contractors as of the date of execution of this Agreement, and copies of all contracts in excess of $100,000 for the performance of services or the supply of materials in connection with the Project to be funded pursuant to this Agreement. 3.1.10 Compliance with ARPA Requirements. All other documents required by the ARPA Program evidencing compliance with ARPA Requirements. 3.1.11 Firm Commitments for Construction Financing. Evidence of firm commitments for a construction/permanent loan(s) as provided for in the Budget, attached hereto as Exhibit "C" and made a part hereof. Page 9 of 41 3.1.12 Evaluation of Project Costs. The evaluation of the Project's costs as prepared by an independent engineer/general contractor, engaged by the Project Sponsor, that supports the total projected construction costs of the Project. 3.1.13 First Source Hiring Agreement. N/A 3.1.14 Historic Preservation Review. N/A 3.1.15 Environmental Report. The Project Sponsor shall submit all information requested by the City with respect to the Project including, but not limited to, a current Phase I Environmental Assessment Report in a form acceptable to the City. In the avoidance of doubt, Project construction must not commence, nor will any ARPA Funds be advanced or disbursed, nor are any costs to be incurred, until satisfactory completion of Phase I Environmental Assessment Report in a form acceptable to the City. 3.1.16 Audit Report. The Project Sponsor shall submit audit reports, as are required herein, to the City. 3.1.17 Personnel Policies and Administrative Procedure Manuals. The Project Sponsor shall submit detailed documents describing the Project Sponsor's internal organizational structure, property management and procurement policies and procedures, personnel management, accounting policies and procedures, etc. Such information shall be submitted to the City within thirty (30) days of the execution of this Agreement and prior to the disbursement of any funds hereunder. 3.1.18 Certificate Regarding Lobbying. Such Certificate Regarding Lobbying as may be requested by the City. 3.1.19 Certificate Regarding Debarment, Suspension, and Other Responsibility Matters. Such Certificate Regarding Debarment, Suspension and Other Responsibility Matters as may be requested by the City. 3.1.20 Public Entity Crime Affidavit. Such Public Entity Crime Affidavit as may be required by the City. 3.1.21 Environmental Clearance: See section 3.1.15. 3.1.22 All other documents required by the City. 3.1.23 The Project Sponsor shall be in full compliance with the requirements of previously funded City projects that are either under construction or in their affordability periods, including, but not limited to, the requirements of applicable Office of Management and Budget ("OMB") Circular(s) and any other reporting and insurance requirements imposed by the City for those projects. Page 10 of 41 ARTICLE IV ARPA PROGRAM REQUIREMENTS The Project Sponsor shall comply with all applicable requirements of ARPA including, but not limited to, the following ARPA Requirements: 4.1 GENERAL. 4.1.1 The Project Sponsor shall maintain current documentation that its activities qualify under the ARPA Requirements. 4.1.2 The Project Sponsor shall ensure that any expenditure of the ARPA Funds will be in compliance with the requirements of 31 CFR Part 35. 4.1.3 The Project Sponsor shall comply with all the non-discrimination requirements of 31 CFR §35.6. 4.1.4 The Project Sponsor shall comply with the affirmative marketing requirements specified in Exhibit "E" attached hereto and incorporated herein; further the Project Sponsor shall annually report to the City on all actions taken to comply with said requirements as same are specified in Exhibit "E". 4.1.5 The Project Sponsor shall comply with all applicable provisions of 31 CFR Part 35, including, but not limited to: (i) all applicable displacement, relocation and acquisition requirements; (ii) ARPA conflict of interest provisions, in addition to the conflict of interest provisions specified under Section 6.7 of this Agreement; and (iii) 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 Close -Out of the Project and throughout the Affordability Period, the Project meets the same 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 City. 4.1.8 The Project Sponsor agrees that throughout the Affordability Period, Rents and tenant incomes for the ARPA Assisted Units shall be monitored by the City. 4.1.9 The Project Sponsor shall comply with all applicable labor requirements pursuant to federal, state, and local laws, rules, and regulations. Page 11 of 41 4.1.10 Attendance at citizen participation committees/meetings, provided the Project Sponsor is provided reasonable notice of such committees/meetings. 4.1.11 The Project Sponsor shall, to the greatest extent possible, give Low -Income residents opportunities for training and employment. 4.1.12 The Project Sponsor shall ensure and maintain documentation that conclusively demonstrates that each activity assisted in whole or in part with ARPA Funds is an eligible activity under ARPA 4.2 REAL PROPERTY. 4.2.1 Any real property that was acquired or improved in whole or in part with ARPA Funds received from the City shall be either: (a) Used to complete one of the ARPA eligible activities as required by and defined in 31 CFR Part 35 for such period of time as determined by the City, in its sole and absolute discretion, based on the eligible activity. (b) If not used in accordance with paragraph (a) above, then that shall constitute an Event of Default and Project Sponsor shall pay to the City an amount equal to the amount of ARPA Funds disbursed at the time of default plus accrued interest from the time of the default. 4.2.2 All real property purchased in whole or in part with funds for this Agreement with the City, or transferred to the Project Sponsor after being purchased in whole or in part with funds from the City, shall be listed in the property records of the Project Sponsor and shall include: a legal description; size; address and location; owner's name if different from the Project Sponsor; information on the transfer or disposition of the property; and a map indicating whether property is in parcels, lots, or blocks and showing adjacent streets and roads. The property records shall describe the programmatic purpose for which the property was acquired and identify the ARPA 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 ARPA 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. Page 12 of 41 (b) 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: (a) All non -expendable personal property purchased in whole or in part with funds from this and previous contracts with the City shall be listed in the property records of the Project Sponsor and shall include: a description of the property; location; model number; manufacturer's serial number; date of acquisition; funding source; unit cost; property inventory number; information on its condition; and information on the transfer, replacement, or disposition of the property. (b) All non -expendable personal property purchased in whole or in part with funds from this and previous contracts with the City shall be inventoried annually by the Project Sponsor and an inventory report submitted to the City when and as requested by the City. The inventory report shall include the elements listed in Paragraph 4.3.2(a), above. (c) Ownership of all non -expendable personal property purchased in whole or in part with funds given to the Project Sponsor pursuant to the terms of this Agreement shall vest in the City. 4.4 DISPOSITION. The Project Sponsor shall obtain the prior written approval of the City for the disposition of real property, expendable personal property and non -expendable personal property purchased in whole or in part with funds given to the Project Sponsor or its general contractors or its subcontractors pursuant to the terms of this Agreement, and shall dispose of all such property in accordance with instructions from the City. Those instructions may require the return of all such property to the City, subject to the terms of the subordination agreements, dated on or about the date hereof, to which both Borrower and City are parties (collectively, "Subordination Agreement"). 4.5 GENERAL CONTRACTORS, SUBCONTRACTS, AND ASSIGNMENTS. 4.5.1 The Project Sponsor shall ensure that all Project general contractors and subcontracts and assignments: Page 13 of 41 (a) Identify the full, correct, and legal name of all parties; (b) Describe the activities to be performed; (c) Present a complete and accurate breakdown of its price component; (d) Incorporate a provision requiring compliance with all applicable regulatory and other requirements of this Agreement, including but not limited to the City's Minority Procurement Ordinance, and with any other conditions and/or approvals that the City may deem necessary. The requirements of this subparagraph apply to general contractors and subcontracts and assignments in which parties are engaged to carry out any eligible substantive programmatic service, as may be defined by the City, set forth in this Agreement. The City shall in its sole and absolute discretion determine when services are eligible substantive programmatic services and subject to the audit and record -keeping requirements described in this Agreement; and (e) Incorporate the language of the Certificate Regarding Lobbying executed in connection herewith. 4.5.2 The Project Sponsor shall incorporate in all consultant contracts and other contracts with general contractors and subcontractors 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 contract." 4.5.3 The Project Sponsor shall be responsible for monitoring the contractual performance of all subcontractors and general contractors. 4.5.4 The Project Sponsor shall submit to the City for its review and confirmation any contract with general contractors or subcontractors engaging any party who agrees to carry out any substantive programmatic activities, to ensure its compliance with the requirements of this Agreement. The City's review and confirmation shall be obtained prior to the release of any ARPA funds for the Project Sponsor's subcontractor(s) and general contractor(s). 4.5.5 The Project Sponsor shall receive written approval from the City prior to either assigning or transferring any obligations or responsibility set forth in this Agreement. Page 14 of 41 4.5.6 Approval by the City of any contract with subcontractors or general contractors or assignment shall not under any circumstances be deemed to be the City's agreement to incur any obligations in excess of the total dollar amount agreed upon in this Agreement. 4.5.7 The Project Sponsor and its general contractors and subcontractors shall comply with Chapter 18/Article X of the Code of the City of Miami, Florida, as amended ("City Code"), entitled "Finance/Living Wage Requirements for Service Contracts and City Employees", 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 31 C.F.R. Part 35) and any other applicable laws, ordinances and regulations. 4.5.8 If the City requests it, the Project Sponsor shall submit to the City, for written prior approval, all proposed Solicitation Notices, Invitations for Bids, and Requests for Proposals. 4.6 REPORTING OBLIGATIONS. 4.6.1 The Project Sponsor shall submit the following as required by the City: 4.6.1.1 Progress Reports. The Project Sponsor shall submit status reports and projected completion dates to describe the progress made by the Project Sponsor in achieving each of the objectives identified in Exhibit "B" attached hereto. The Project Sponsor shall also submit an Earned Income Report in such form as may be required by the City. Both the Progress Report and the Earned Income Report shall be provided to the City on a quarterly basis. 4.6.1.2 Inventory Report. The Project Sponsor shall furnish such reports on the Project real property, as specified in Paragraph 4.2 hereof, as may be requested by the City. 4.6.13 Affirmative Action Plan. The Project Sponsor shall report to the City such information relative to the equality of Project employment opportunities as and when requested by the City. 4.6.1.4 Assurance of Compliance with Section 504 of the Rehabilitation Act. The Project Sponsor shall report on its compliance with Section 504 of the Rehabilitation Act, whenever requested by the City. 4.6.1.5 Affirmative Marketing Plan and Report. The Project Sponsor shall report to the City, annually, on all actions taken to comply with the Page 15 of 41 affirmative marketing requirements provided in Exhibit "E" attached hereto. 4.6.1.6 List of Subcontractors. The Project Sponsor shall provide a list of all Project contractors and subcontractors, and copies of all contracts in excess of $100,000 for the performance of services or the supply of materials in connection with the Project and to be funded pursuant to the terms and conditions of the Regulatory Agreement and this Agreement. 4.6.1.7 Previously Funded City Projects. The Project Sponsor shall comply with (i) all applicable reporting requirements relating to the Project Sponsor's previously funded City projects which are under 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 City an audit conducted by an independent certified public accountant or firm of independent certified public accountants in accordance with generally accepted auditing standards, including audited financial statements and a report on compliance with laws and regulations based on the audit of financial statements. Two copies of each such audit must be delivered to the City no later than six (6) months following the end of each Project Sponsor fiscal year. Each such audited financial statement is to be for the twelve (12) months ending December 31 and shall include: a. Comparative Balance Sheet with prior year and current year balances; b. Statement of revenue and expenses; c. Statement of changes in fund balances or equity; d. Statement of cash flows; and e. 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 41 A late fee of $500.00 will be assessed by the City for failure to submit any of the required audited financial statements or the certification each year as required. At the request of the City, the Project Sponsor shall also furnish to the City, within thirty (30) days of a request by the City, unaudited financial statements of the Project Sponsor, certified by the Project Sponsor's principal financial or accounting officer, covering such financial matters as the City may request, including without limitation, monthly statements with respect to the Project. (ii) The Project Sponsor shall establish and maintain sufficient records to enable the City to determine whether the Project Sponsor has met requirements of ARPA and this Agreement. The Project Sponsor shall maintain all Contract Records in accordance with generally accepted accounting principles, procedures, and practices, which records shall sufficiently and properly reflect all revenues and expenditures of funds provided directly or indirectly by the City pursuant to the terms of this Agreement. (iii) The Project Sponsor shall ensure that the Contract Records shall be at all times subject to and available for full access and review, inspection or audit by the City and federal personnel and any other personnel duly authorized by the City. (iv) The Project Sponsor shall include in all Project contracts with subcontractors or general contractors, each of the record keeping and audit requirements detailed in this Agreement. The City shall in its sole discretion determine when services are subject to the audit and recordkeeping requirements described above. The Project Sponsor shall submit to the City all reports described in this Section 4.6, and all other reports that the City may reasonably require, in such form, manner and frequency as the City may require to monitor the progress of the Project and the Project Sponsor's performance and compliance with this Agreement, the Rent Regulatory Agreement, the other ARPA Loan Documents and all Legal Requirements. 4.6.1.9 Affordability Report. On February 1 (or on such other date that the City shall authorize in writing) of each year during the Affordability Period, the Project Sponsor shall provide a report describing the previous year's compliance with the affordability requirements set forth herein. The Affordability Report shall be accompanied by such substantiating documentation as the City shall request. Page 17 of 41 4.6.2 Federal, State and County Laws and Regulations. 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: 31 CFR Part 35, as may be amended from time to time; 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 DE -OBLIGATION. The City may, in its sole discretion, de -obligate the ARPA Funds from the Project and Project Sponsor, if by no later than twelve (12) months from the Effective Date, the Borrower has failed to obtain all funding commitments represented to HCLC or Project Sponsor has not complied with the other timelines/benchmarks set forth in section 6.1. ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE PROJECT SPONSOR The Project Sponsor represents and warrants to the City as follows: Page 18 of 41 5.1 Organization and Existence. The Project Sponsor is a Florida limited liability company, duly organized, validly existing and in good standing under the laws of the State of Florida, and has full power and authority to conduct its business as presently conducted, to receive the ARPA Funds, and to own, operate and develop the Project. Project Sponsor shall maintain its existence as a limited liability company and authority to conduct its business under the laws of the State of Florida and the City. The Project shall comply with all applicable ARPA Requirements, as may be amended form time to time. The Project Sponsor has full power and authority to perform the provisions hereof and of its agreements and undertakings with the City and to perform the transactions contemplated hereby, and such execution and performance have been duly authorized by all necessary corporate or other approvals and actions. 5.2 Correctness of Documents. The cost estimates, Budget, settlement disclosure, schedules, and all other documents furnished to the City in accordance with the ARPA Program, this Agreement, and/or the other ARPA Loan Documents, are true and correct in all material respects as of the date of this Agreement 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. As of the date of this Agreement, there are no conditions, circumstances, events, agreements, documents, instruments, restrictions, actions, suits or proceedings pending or threatened against or affecting the Project Sponsor, the Project or the Property which could adversely affect the Project Sponsor's ability to comply with the ARPA Program, complete or operate the Project or to perform its obligations hereunder or which would constitute an Event of Default hereunder or under the other ARPA 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 ARPA Documents, the consummation of the other transactions contemplated hereby, and the ownership and development of the Project as contemplated hereby and by the other ARPA Documents: (i) to the best of the Project Sponsor's knowledge, 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 ARPA 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 Page 19 of 41 Property, subject only to: (a) the exceptions and other matters set forth in that certain Title Insurance Commitment (Order Number Order Number 2037-6195447) issued by First American Title Insurance Company, effective as of November 29, 2022, at 8:00 am, as endorsed. (collectively, the "Title Commitment and Exceptions"); and (b) from time to time, the granting of utility and similar easements on a non -material portion of the Property to utility and similar service providers for the installation and maintenance of utility and similar service equipment and components. 5.7 Compliance. The completion and use of the Project in accordance with the Scope of Work will comply fully with all Legal Requirements, and with all limitations on the use of the Project, or any other condition, grant, easement, covenant, or restriction, whether recorded or not. All necessary approvals, permits and licenses for the construction, operation, and use of the Project have been unconditionally obtained and are in full force and effect, or if the present state of construction of the Project does not allow such issuance, then such approvals, permits and licenses will be issued when the Project is completed. 5.8 Encroachments. When completed in accordance with the Scope of Work, the Project will not encroach upon any building line, setback line, side yard line or other recorded or visible easements or other easements of which the Project Sponsor is aware which exists (or which the Project Sponsor has reason to believe may exist) with respect to the Project other than set forth in the Title Commitment and Exceptions. 5.9 Scope of Work. The Scope of Work is complete in all respects, and contains all details requisite for the Project which, when built and equipped in accordance therewith, shall be ready for the intended use and occupancy thereof. 5.10 Leases. There are no leases, tenancies, licenses or agreements for use of any part of the Property other than as specifically disclosed to and approved in writing by the City, which, for avoidance of doubt (and which the City hereby acknowledges and agrees), are limited to the leases for the rental of each ARPA Assisted Unit each which may be entered into from time to time. 5.11 Pending Assessments. The Project Sponsor has no knowledge of any pending or proposed governmental action that would impair the operation or value of the Project or result in a special assessment against the Project. 5.12 Project. Waste. The Project Sponsor shall not commit or suffer waste or negligence on the 5.13 Fraud. No fraud by the Project Sponsor has occurred in the qualification of the Project, the Project Sponsor and/or the Property under the ARPA Program, the negotiation of this Agreement and the other ARPA 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. Page 20 of 41 5.15 No Changes. There have been no material adverse changes in projected costs and expenses of or from the Project or in the occupancy of the Property or any other features of the transactions contemplated hereby as submitted to the City. 5.16 Compliance with Laws and Regulations. The Project Sponsor will comply at all times with all Legal Requirements. The Project Sponsor will comply at all times with the ARPA Requirements affecting the ownership, use, construction, lease and operation of the Project. 5.17. Other Project Financing. The Project Sponsor has not applied for nor received, and does not otherwise have available, in connection with the Project any other senior financing/funding, except for those funds, loans and/or loan commitment previously identified in writing to, and approved by, the City as set forth on the attached Schedule A the ("Permitted Senior Financing"). 5.18 Reaffirmation. Each of the representations and warranties set forth in this Article shall be true at all times and the Project Sponsor's acceptance of the ARPA Funds hereunder by the Project Sponsor shall be deemed to be a reaffirmation of each of the representations and warranties given in this Agreement. ARTICLE VI PROJECT SPONSOR'S AND OWNER'S OBLIGATIONS 6.1 Scope of Work. The Project Sponsor shall perform the Scope of Work as set forth herein and on Exhibit "B" attached hereto. Project Sponsor shall: (a) meet all of its obligations hereunder and under all of the ARPA Loan Documents executed in connection herewith, (b) commence construction within six (6) months from the Effective Date of the contract, (c) within twelve (12) months after the issuance of the certificates of occupancy for the Project, but in no event later than thirty (30) months from the Effective Date, rent all sixty (60) ARPA Assisted Units to Low -Income Households, Very Low -Income Households in accordance with the requirements of this Agreement, (d) throughout the Affordability Period, rent the ARPA Assisted Units to Low -Income Households and Very Low Income Households in accordance with the requirements of this Agreement, the Rent Regulatory Agreement, and the other ARPA Loan Documents; and (f) throughout the Affordability Period, comply with all applicable ARPA Requirements and all applicable requirements hereof and in the other ARPA Loan Documents with regard to the ARPA Assisted Units. The tenant's portion of rents charged for ARPA Assisted Units shall be limited as set forth in the Rent Regulatory Agreement executed in connection herewith. 6.2 Reporting Obligations. The Project Sponsor shall submit to the City all reports as described in Section 4.6 hereof, and all other reports that the City may reasonably require, in such form, manner, and frequency as the City may reasonably require to monitor the progress of the Project and the Project Sponsor's performance and compliance with this Agreement and all Legal Requirements. Page 21 of 41 6.3 Retention of Records. The Project Sponsor shall retain all Contract Records for five (5) years after the expiration of the Affordability Period (hereinafter referred to as the "Retention Period") subject to the limitations set forth below: (a) If the City or the Project Sponsor has received or given notice of any kind indicating any threatened or pending litigation, claim or audit arising out of the activities relating to the Project or the Scope of Work or under the terms of this Agreement, the Retention Period shall be extended until such time as the threatened or pending litigation, claim or audit is, in the sole and absolute discretion of the City, fully, completely and finally resolved. (b) The Project Sponsor shall allow the City or any person authorized by the City full access to and the right to examine any of the Contract Records during the required Retention Period. (c) The Project Sponsor shall notify the City in writing, both during the pendency of this Agreement and after its expiration or termination, as part of the final closeout procedure, of the address where all Contract Records will be retained. (d) All books of account and supporting documentation shall be kept by the Project Sponsor at least until the expiration of the Retention Period. The Project Sponsor shall maintain records sufficient to meet the requirements of ARPA. All records and reports required herein shall be retained and made accessible as provided hereunder. 6.4 Provision of Records. All of the Contract Records are subject to the provisions of Chapter 119, Florida Statutes, commonly referred to as the "Public Records Law". The Project Sponsor shall provide to the City, upon request, all Contract Records. The requested Contract Records shall become the property of the City without restriction, reservation, or limitation on their use and shall be made available by the Project Sponsor at any time upon request by the City. The City shall have the unlimited right to all books, articles, or other copyrightable materials developed in the performance of this Agreement, including, but not limited to, the right of royalty -free, non-exclusive, and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, the Contract Records for public purposes. Should Project Sponsor determine to dispute any public access provision required by Florida Statutes, then Project Sponsor shall do so at its own expense and at no cost to the City. IF PROJECT SPONSOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO PROJECT SPONSOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT AS A PUBLIC CONTRACT, PLEASE CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT TELEPHONE NUMBER 305-416-1800, EMAIL: PUBLICRECORDS@MIAMIGOV.COM, AND MAILING ADDRESS: PUBLIC RECORDS C/O OFFICE OF THE CITY ATTORNEY, 9TH FLOOR, MIAMI RIVERSIDE CENTER, 444 S.W. 2ND AVENUE, MIAMI, FLORIDA 33130 OR THE Page 22 of 41 CITY'S DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT'S ("DEPARTMENT") CUSTODIAN OF RECORDS AT 2ND FLOOR, 14 NORTHEAST 1ST AVENUE, MIAMI, FLORIDA 33132. If the Project Sponsor receives funds from, or is under regulatory control of, other governmental agencies and those agencies issue monitoring reports, regulatory examinations, or other similar reports, the Project Sponsor shall provide a copy of each such report and any follow- up communications and reports to the City immediately upon such issuance unless such disclosure is a violation of those agencies' rules. 6.5 Prior Approval. Except for encumbering the Property as required to obtain the permitted financing as set forth in Section 5.17 of this Agreement and Schedule A attached, and the recording of customary utility and cable easements relating to the normal operation of the Property the Project Sponsor shall obtain the City's prior written approval prior to undertaking any of the following with respect to the Project and/or the Property: (a) the sale, assignment, pledge, transfer, hypothecation or other encumbrance or disposition of any proprietary or beneficial interest in the Project Sponsor, the Project, the Property, or the Project Sponsor's estate in the Property, or any change in the operating control of the Project Sponsor, which shall require the prior approval of the City's HCLC or the City Commission, as appropriate. Notwithstanding the foregoing the investor member of Project Sponsor shall be permitted to remove a manager in accordance with the terms of the Borrower's operating agreement; provided that City consent shall be required for any substitute manager. If the investor member of Borrower exercises its right to remove a manager thereof, the Lender shall not unreasonably withhold its consent to the substitute manager. Nothing herein shall be construed as restricting the transfer of the investor member's interest, either directly or indirectly, in the Borrower at any time. Additionally, Lender hereby consents to the transfer of any investor member ownership interests in the Borrower and copies of the transfer or amendment documents shall be delivered to Lender. (b) Except in the case of repair or replacement caused by normal wear and tear, and otherwise due to casualty or condemnation in accordance with the terms of this Agreement, the disposition of any real property or any expendable personal property or non -expendable personal property as defined in Paragraph 4.3.1. (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 Director of Housing and Community Development of the City of Miami shall have the discretion to approve and authorize, by way of Memorandum to the City Manager, the execution of Page 23 of 41 necessary documents to further Project Close -Out, provided, however, that no material terms are affected. 6.6 Monitoring. The Project Sponsor shall permit the City and other persons duly authorized by the City to inspect all Contract Records, facilities, goods, and activities of the Project Sponsor that are in any way connected to the activities undertaken pursuant to the terms of this Agreement, and/or to interview any clients, employees, subcontractors, or assignees of the Project Sponsor. Following such inspection or interviews, the City will deliver to the Project Sponsor a report of its findings. The Project Sponsor will rectify all deficiencies cited by the City within the period of time specified in the report, or provide the City with a reasonable justification for not correcting the deficiencies. The City will determine, in its sole and absolute discretion, whether or not the Project Sponsor's justification is acceptable. At the request of the City, the Subrecipient shall transmit, within thirty (30) days, to the City written statements of the Subrecipient's official policies on specified issues relating to the Subrecipient's activities. The City will carry out monitoring and evaluation activities, including visits and observations by City staff. The Subrecipient shall ensure the cooperation of its employees and its Board members in such efforts. Any inconsistent, incomplete, or inadequate information, either received by the City or obtained through monitoring and evaluation by the City, shall constitute an Event of Default under this Agreement. 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 ARPA Program conflict of interest rules, all as amended, and agrees that it will fully comply in all respects with the terms thereof and any future amendments. B. The Project Sponsor covenants that no person or entity under its employ, presently exercising any functions or responsibilities in connection with this Agreement, has any personal financial interests, direct or indirect, with the City. The Project Sponsor further covenants that, in the performance of this Agreement, no person or entity having such conflicting interest shall be utilized in respect to the Scope of Work or services provided hereunder. Any such conflict of interest(s) on the part of the Project Sponsor, its employees or associated persons or entities must be disclosed to the City. C. The Project Sponsor shall disclose any possible conflicts of interest or apparent improprieties of any party hereto under or in connection with the Legal Requirements, including the standards for procurement. D. The Project Sponsor shall make any such disclosure to the City in writing and immediately upon the Project Sponsor's discovery of such possible conflict. The City's determination regarding the possible conflict of interest shall be binding on all parties. E. No employee, agent, consultant, elected official or appointed official of the City, exercising any functions or responsibilities in connection with the City's ARPA Program or this Agreement, or who is in a position to participate in the decision -making process or gain inside Page 24 of 41 information regarding ARPA-assisted activities, has or will have any personal financial interest, direct or indirect, in this Agreement, the proceeds hereunder, the Project or the Project Sponsor, either for themselves or for those with whom they have family or business ties, during their tenure or for one year thereafter. 6.8 Related Parties. The Project Sponsor shall report to the City the name, purpose for and any other relevant information in connection with any related -party transaction. The term "related party transaction" includes, but is not limited to, a transaction or relationship between the Project Sponsor and a for -profit or nonprofit subsidiary or affiliate organization, an organization with an overlapping board of directors, and an organization for which the Project Sponsor is responsible for appointing memberships. The Project Sponsor shall report this information to the City upon forming the relationship, or if already formed, shall report such relationship prior to or simultaneously with the execution of this Agreement. Any supplemental information shall be promptly reported to the City no later than in the next required Progress Report, as described above. 6.9 Publicity and Advertisements. The Project Sponsor shall ensure that all publicity and advertisements prepared and released by the Project Sponsor, such as pamphlets and news releases, related to activities funded by this Agreement, and all events carried out to publicize the accomplishments of any activities funded by this Agreement, recognize the City as one of its funding sources. 6.10 Procurement. The Project Sponsor shall make a positive effort to procure supplies, equipment, construction, or services to fulfill this Agreement from minority and women owned businesses, and to provide these sources the maximum feasible opportunity to compete for contracts with subcontractors or general contractors to be performed pursuant to this Agreement. To the maximum extent feasible, these businesses shall be located in or owned by residents of the community development areas designated by the City. 6.11 Additional Funding. The Project Sponsor shall not procure any other financing in connection with the Project or the Property without the prior written consent of the City, other than those financings disclosed to the City in writing as of the date hereof, which, for avoidance of doubt, are provided for in Section 5.17 of this Agreement. 6.12 Reversion of Assets. The Project Sponsor shall return to the City upon the expiration or termination of this Agreement any ARPA Funds on hand, any funds or accounts receivable attributable to the ARPA Funds, and any overpayments due to unearned funds or costs disallowed pursuant to the terms of this Agreement that were disbursed to the Project Sponsor by the City. Any funds not earned by the Project Sponsor prior to the expiration or termination of this Agreement, as described and provided for in OMB Circular No. A-122, shall be retained by the City. 6.13 Repayment of Funds Procedures. If, after notice and the expiration of any applicable cure period, for any reason during the Affordability Period any ARPA Assisted Unit fails to comply with the Affordability requirements hereof and pursuant to 31 CFR Part 35, the Project Sponsor shall repay to the City all funds received by the Project Sponsor pursuant to this Agreement, and interest thereon as provided in the ARPA Note. Page 25 of 41 The Parties acknowledge and agree that the ARPA Funds must be spent and all ARPA-Assisted Units must be occupied with eligible Low Income Households by December 31, 2026. If the ARPA Funds are not spent and all ARPA-Assisted Units are not occupied with eligible Low -Income Households by December 31, 2026, then the Project Sponsor shall repay to the City all funds received by the Project Sponsor pursuant to this Agreement. Such payment shall be due and payable within thirty (30) days of written notice to Project Sponsor. 6.14 Affirmative Marketing. The Project Sponsor shall comply with the affirmative marketing requirements and procedures provided on Exhibit "E" attached hereto and made a part hereof. Project Sponsor shall comply with the requirements of the affordable housing notice to City Officials in City of Miami Ordinance #13491. 6.15 OMITTED 6.16 Signage, Acknowledgement, Publicity. During the Term of this Agreement, the Project Sponsor shall furnish signage identifying the Project and shall acknowledge the contribution of the City by incorporating the seal of the City and the names of the City commissioners and officials in all documents, literature, pamphlets, advertisements, and signage, permanent or otherwise in accordance with Section 6.9 hereof. All such acknowledgments shall be in a form acceptable to the City, as provided on Exhibit "I" attached hereto and made a part hereof. All publicity and advertisements prepared and released by the Project Sponsor related to the Project, such as pamphlets and news releases, and all events carried out to publicize the Project, shall recognize the City as one of the Project's funding sources. 6.17 Costs Incurred By the City. Notwithstanding any other provision of this Agreement, the Project Sponsor understands and agrees that $10,000.00 of the ARPA Funds were awarded to the Project for, and were used by the City to cover, costs incurred by the City on behalf of the Project. Such costs may include, but are not limited to, environmental advertising costs, recording fees, and project delivery. 6.18 Affirmative Action. The Project Sponsor shall not discriminate on the basis of race, color, national origin, sex, religion, age, sexual orientation, marital or family status or handicap/disability in connection with its performance under this Agreement or in connection with the occupancy of any ARPA Assisted Unit. Age discrimination and discrimination against minor dependents are also not permitted. 6.19 Previously Funded City Projects. The Project Sponsor shall comply with: (1) all applicable reporting requirements relating to previously funded City projects which are under construction or in the Affordability Period, including OMB A-133, and (2) all applicable insurance requirements relating to such projects. 6.20 Compliance with Safety Precautions. The Project Sponsor shall allow City inspectors, agents or representatives the ability to monitor its compliance with safety precautions Page 26 of 41 as required by federal, state or local laws, rules, regulations and ordinances. By performing these inspections the City, its agents, or representatives are not assuming any liability by virtue of such laws, rules, regulations and ordinances. The Project Sponsor shall have no recourse against the City, its agents, or representatives for the occurrence, non-occurrence or result of such inspection(s), and shall obtain the affirmative acknowledgment of the Project Sponsor, for the benefit of the City, that the Project Sponsor shall have no recourse against the City, its agents, or representatives for the occurrence, non-occurrence or result of such inspection(s). Simultaneously with the submission of the first draw request to the City, the Project Sponsor shall contact the City's Risk Management Department Safety Unit in writing to coordinate such inspection(s). The Project Sponsor shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the City, including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability) and all applicable regulations, guidelines and standards. Additionally, the Project Sponsor shall take affirmative steps to ensure nondiscrimination in the employment of disabled persons. 6.21 Draw Requests. Each Request for Disbursement of hard costs must be signed by the Project Sponsor, the Architect for the Project and the Contractor, and each Request for Disbursement of soft costs must be signed by the Project Sponsor, as more fully set forth in the Disbursement Agreement. The City shall not fund any draw request in an amount that exceeds the City's initial contribution percentage of the entire development cost of the project. Five percent (5%) of each draw request will be retained until the City has received as part of the Close-out of the Project, at the Project Sponsor's sole cost, a Final Cost Certification prepared by an independent certified public accountant, which must be acceptable to the City in both form and substance. 6.22 Insurance Proceeds. Notwithstanding anything to the contrary contained herein or in the other ARPA Loan Documents, and subject to the terms of the Subordination Agreement, the Project Sponsor may make insurance proceeds available for the restoration and repair of the Property and the Project if all of the following conditions are met: (i) the Project Sponsor is not in breach or default of any provision of the Mortgage or any other loan document between the Project Sponsor and Lender; (ii) the Project Sponsor determines that there will be sufficient funds, through insurance proceeds and contributions by the Project Sponsor, to (a) restore and repair the Property and the Project to a condition as close as reasonably possible to what previously existed, and (b) meet all operating costs and other expenses, payments for reserves and loan repayment obligations relating to the Property and the Project until completion of the restoration and repair of the Property and/or the Project to a condition as close as reasonably possible to what previously existed; (iii) the Project Sponsor determines that the rental income of the Project, after restoration and repair to a condition as close as reasonably possible to what previously existed, will be sufficient to meet all operating costs and other expenses, payments for reserves and loan repayment obligations relating to the Project, and (iv) the Project Sponsor has received the City's written concurrence with such determination. Page 27 of 41 6.23 Condemnation Proceeds. Notwithstanding anything to the contrary contained herein or in the other ARPA Loan Documents, and subject to the terms of the Subordination Agreement, 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 ARPA Loan Document; (ii) the Project Sponsor determines that there will be sufficient funds, through condemnation proceeds and contributions by the Project Sponsor, to (a) restore and repair the Property and the Project to a condition as close as reasonably possible to what previously existed, due consideration given to the portion of the Property and the Project taken, and, (b) meet all operating costs and other expenses, payments for reserves and loan repayment obligations relating to the Project until completion of the restoration and repair of the Property and the Project to a condition as close as reasonably possible to what previously existed, due consideration given to the portion of the Property and the Project taken; and (iii) the Project Sponsor determines that the rental income of the Project, after restoration and repair of the Property and the Project to a condition as close as reasonably possible to what previously existed, due consideration given to the portion of the Property and the Project taken, will be sufficient to meet all operating costs and other expenses, payments for reserves and loan repayment obligations relating to the Project, and (iv) the Project Sponsor has received the City's written concurrence with such determination. ARTICLE VII DEFAULT 7.1 The happening of any one or more of the following events continuing beyond any applicable notice and cure period shall constitute an Event of Default: (a) Failure of any of the ARPA 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 ARPA Loan Documents is materially untrue, substantially inaccurate or incomplete when made, or, if there is a material misrepresentation of fact or fraud contained in any document(s) submitted in support of this Agreement. (c) The substantial discontinuance of the construction of the Project for a period of fourteen (14) days which discontinuance is, in the sole determination of the City, without satisfactory cause. (d) Except as set forth in each of Sections 5.6, 5.17, and 6.5 of this Agreement, the sale, assignment, pledge, transfer, hypothecation or other encumbrance or disposition (except due to repair or replacement for normal wear and tear, and as a result of casualty or condemnation in accordance with this Agreement) of any proprietary or beneficial interest in the Project Sponsor's estate in the Property, or any change in operating control of the Project Sponsor, without the prior approval of the City's HCLC or the City Commission, as appropriate. Page 28 of 41 (e) In the event that the City reasonably determines that the Project is not being rehabilitated in a good and workmanlike manner in accordance with the Scope of Work or that the Project Sponsor is failing to comply promptly with any requirement or notice of violation of law issued by or filed by the City or any department of any governmental authority having jurisdiction over the Project Sponsor or the Property. (f) (g) Failure by the Project Sponsor to comply with any material term, provision, obligation, or covenant of this Agreement or any of the ARPA Loan Documents, or the occurrence of an event of default under any of the other ARPA Loan Documents after notice and reasonable opportunity to cure. Any change in zoning requirements or zoning classification of the Property initiated by the Project Sponsor, which in the City's sole discretion would materially interfere with the completion of construction of the Project or the ultimate operation of the Project as contemplated herein. (h) In the event that the City reasonably determines that there exists an event of default under and pursuant to the terms of any other agreement or obligation of any kind or nature whatsoever of the Project Sponsor to the City, direct or contingent, whether now or hereafter due, existing, created or arising. (i) Project Sponsor declares bankruptcy and/or becomes insolvent, which shall result in immediate acceleration of the Loan's repayment in full. (j) The City and Project Sponsor acknowledge that a senior mortgage default, which constitutes a "Event of Default" under such senior mortgage unless waived by the senior lender, constitutes an Event of Default under this Loan Agreement and the other Loan Documents. In such an event, City may pursue any and all of its remedies. (k) Project Sponsor fails to comply with Section 6.1 or 2.3(A) of this Agreement. (1) Failure of Project Sponsor to provide to City the following documents no later than thirty (30) business days after City requests said documents in writing: (i) List of Contractors and General Contractors Subcontractors. A list of all of the Project Sponsor's subcontractors and general contractors as of the date of execution of this Agreement, and copies of all contracts in excess of $100,000 for the performance of services or the supply of materials in connection with the Project to be funded pursuant to this Agreement, (ii) 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 Page 29 of 41 (m) certificates, or, in the case of a partnership, their equivalent, for the Project Sponsor certified by the Corporate Secretary or other authorized signer, authorizing the consummation of the transactions contemplated hereby, all satisfactory to the City. (c) Evidence satisfactory to the City that Project Sponsor and any member of such entity, is qualified to receive funds under the ARPA Program in accordance with the accordance with the ARPA Requirements. (iii) 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. (iv) Historic Preservation Review. N/A (v) Audit Report. The Project Sponsor shall submit to the City audit reports as are required herein. (vi) Personnel Policies and Administrative Procedure Manuals. The Project Sponsor shall submit detailed documents describing the Project Sponsor's internal corporate organizational structure, property management and procurement policies and procedures, personnel management, accounting policies and procedures, etc. Such information shall be submitted to the City within thirty (30) days of the execution of this Agreement and prior to the disbursement of any funds hereunder. (vii) Certificate Regarding Lobbying. Such Certificate Regarding Lobbying as may be requested by the City. (viii) Certificate Regarding Debarment, Suspension, and Other Responsibility Matters. Such Certificate Regarding Debarment, Suspension and Other Responsibility Matters as may be requested by the City. (ix) Public Entity Crime Affidavit. Such Public Entity Crime Affidavit as may be required by the City. Notwithstanding anything to the contrary, in the event that Project Sponsor fails to timely deliver, to City, the required audited financial statement(s), then City, 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, City will notify Project Sponsor by a written communication. (n) In the event that Project Sponsor fails to timely deliver, to City, the Affordability Report, as described herein. ARTICLE VIII REMEDIES 8.1 Upon the occurrence of any Event of Default, which continues beyond any application notice and cure period, the City shall have the absolute right to refuse to disburse any undisbursed portion of the Loan. Page 30 of 41 The City shall provide written notice of the occurrence of an Event of Default to the Project Sponsor, after which the Project Sponsor shall have thirty (30) days to cure said default (except for the events described in Section 7.1 (b), (d), and (m) above for which the aforementioned cure period shall not apply). Said notice shall be delivered by certified mail, return receipt requested, or by in person delivery with proof of delivery. In the event a default which is permitted to be cured cannot practicably be cured within thirty (30) 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. 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), (d), and (m) above for which the aforementioned cure period shall not apply and except for cures which are continuing as provided in the preceding paragraph), and subject to the provisions of the last paragraph of this Section, the City shall have the absolute right, at its option and election and in its sole discretion to: (a) Specific Performance. Institute appropriate proceedings to specifically enforce performance of the terms and conditions of this Agreement; (b) Recapture of ARPA Funds. Demand that the Project Sponsor reimburse the City for the ARPA Funds disbursed to the Project Sponsor pursuant to this Agreement. The Project Sponsor shall reimburse City in the amount of the ARPA Funds disbursed to the Project Sponsor pursuant to this Agreement, subject to any limitations contained in the ARPA Note and/or Mortgage concerning Borrower's or Project Sponsor's liability for amounts due under the ARPA Loan Documents. (c) Acceleration of Debt. It is expressly agreed that the full amount of both principal and interest due pursuant to the Note shall become due and payable at the option of the City on the happening of any Event of Default under the terms of this Loan Agreement. (d) Other Remedies. Exercise any other right, privilege or remedy available to the City as may be provided by applicable law, or in any of the other ARPA Documents. It is understood and agreed that the occurrence of an event of default under Section 7.1 (b) or (d) shall immediately entitle the City to exercise any of the above described remedies without the need to give the Project Sponsor notice thereof or the opportunity to cure. The rights and remedies of the City hereunder shall be cumulative and not mutually exclusive, and the City may resort to any one or more or all of said remedies without exclusion of any other. No party other than the City, whether the Project Sponsor or a material man, laborer, subcontractor, general contractor, or supplier, shall have any interest in the ARPA Funds withheld Page 31 of 41 because of a default hereunder, and shall not have any right to garnish or require or compel that payment thereof be applied toward the discharge or satisfaction of any claim or lien which any of them may have. 8.2 In addition to any other remedies provided for herein or in any of the other Loan Documents, upon the occurrence of an Event of Default: (a) All sums outstanding under the Note shall bear interest at the highest rate allowable by law from the date of disbursement, without notice to the Project Sponsor or any guarantor or endorser of the Note and without any affirmative action or declaration on the part of the City; (b) The Restrictive Covenant shall remain as a restriction on the Property throughout the Affordability Period; and (c) The Project Sponsor, Project developer, managing member(s) of the Project Sponsor, and/or other individuals, principals and/or other entities as determined by the City, will be debarred from receiving any City funding for a period of five (5) years. ARTICLE IX INDEMNIFICATION 9.1 The Project Sponsor shall indemnify, hold harmless, and defend the City, its officers, agents, directors, and/or employees, from liabilities, damages, claims, suits, losses, judgments, and costs, including, but not limited to reasonable attorney's fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of Project Sponsor and persons employed or utilized by Project Sponsor in the performance of this Agreement. Project Sponsor shall, further, hold the City, its officials and/or employees, harmless for, and defend the City, its officials and/or employees against, any civil actions, statutory or similar claims, injuries or damages arising or resulting from the permitted work, even if it is alleged that the City, its officials and/or employees were negligent. These indemnifications shall survive the term of this Agreement. In the event that any action or proceeding is brought against the City by reason of any such claim or demand, the Project Sponsor shall, upon written notice from the City, resist and defend such action or proceeding by counsel satisfactory to the City. The Project Sponsor expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Project Sponsor shall in no way limit the responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, agents and instrumentalities as herein provided. The Project Sponsor shall further require its contractors and subcontractors to indemnify, hold harmless and defend the City, its officers, agents, directors, and/or employees against any and all liabilities, claims, damages, suits, judgments and costs, including attorney's fees arising out of, or resulting from the contractor's negligence or omissions in connection with this project. The indemnification provided above shall obligate the Project Sponsor to defend, at its own expense, to and through appellate, supplemental or bankruptcy proceeding, or to provide for such Page 32 of 41 defense, at the City's option, any and all claims of liability and all suits and actions of every name and description which may be brought against the City whether performed by the Project Sponsor, or persons employed or utilized by Project Sponsor. This indemnity will survive the cancellation or expiration of the Agreement. This indemnity will be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conforms to the limitations of §725.06 and/or §725.08, Florida Statutes, as applicable. The Project Sponsor shall require all general and sub -contractor agreements, if applicable, to include a provision that they will indemnify the City. The Project Sponsor agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of the Project Sponsor in which the City participated either through review or concurrence of the Project Sponsor's actions. In reviewing, approving or rejecting any submissions by the Project Sponsor or other acts of the Project Sponsor, the City in no way assumes or shares any responsibility or liability of the Project Sponsor or Sub -contractor under this Agreement. ARTICLE X TERMINATION The Project Sponsor acknowledges that this Agreement may be terminated if the Project Sponsor materially fails to comply with the terms contained herein. 10.1 Termination Because of Lack of Funds. In the event the City does not receive from its funding source funds to finance this Agreement, or in the event that the City's funding source de -obligates the funds allocated to finance this Agreement, the City may terminate this Agreement upon not less than twenty-four (24) hours prior notice in writing to the Project Sponsor. Said notice shall be delivered by certified mail, return receipt requested, or by in person delivery with proof of delivery. The City shall determine, in its sole and absolute discretion, whether or not funds are available. 10.2 Termination for Breach. The City may terminate this Agreement, in whole or in part, in the event the City determines, in its sole and absolute discretion, that the Project Sponsor is not making (or causing to be made) sufficient progress with regard to the construction of the ARPA Assisted Units (thereby endangering its ultimate performance under this Agreement) or is not complying with any term or provision of this Agreement, following the giving of notice and the expiration of the applicable cure periods. The City may terminate this Agreement, in whole or in part, in the event that the City reasonably determines that there exists an event of default under and pursuant to the terms of any other agreement or obligation of any kind or nature whatsoever of the Project Sponsor to the City, direct or contingent, whether now or hereafter due, existing, created or arising, which event of default has continued beyond any applicable cure period. Page 33 of 41 10.3 Upon the occurrence of an Event of Default and the expiration of any cure period (in those circumstances for which a cure period is otherwise provided in this Agreement), and unless the Project Sponsor's breach is waived by the City in writing, the City may, by written notice to the Project Sponsor, terminate this Agreement upon not less than twenty-four (24) hours prior written notice. Said notice shall be delivered by certified mail, return receipt requested, or by in person delivery with proof of delivery. Waiver of breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. The provisions hereof are not intended to be, and shall not be, construed to limit the City's right to legal or equitable remedies. ARTICLE XI SUSPENSION 11.1 The City may, for reasonable cause, and after all applicable notice and cure periods, 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 ARPA Funds by the Project Sponsor; (b) Failure of the Project Sponsor to comply with any term or provision of this Agreement; (c) Failure of the Project Sponsor to submit any documents required by this Agreement; or (d) The Project Sponsor's submittal of incorrect or incomplete documents. 11.2 The determinations and actions described in paragraph 11.1 above may be applied to all or any part of the activities funded pursuant to this Agreement. 11.3 The City will notify the Project Sponsor in writing of the type of action taken pursuant to this Article, by certified mail, return receipt requested, or by in person delivery with proof of delivery. The notification will include the reason(s) for such action, any conditions relating to the action, and the necessary corrective action(s). ARTICLE XII MISCELLANEOUS 12.1 Enforcement Methods. As a means of enforcing compliance with the ARPA Program, the City may utilize any enforcement measures it deems necessary. 12.2 Renegotiation or Modification. Modification of provisions of this Agreement shall be valid only when in writing and signed by the Parties. The parties agree to modify this Agreement if the City determines, in its sole and absolute discretion, that federal, state, and/or local governmental revisions of any applicable laws or regulations, or increases or decreases in Page 34 of 41 budget allocations, make changes to this Agreement necessary. The City shall be the final authority in determining whether or not funds for this Agreement are available due to federal, state and/or local governmental revisions of any applicable laws or regulations, or increases or decreases in budget allocations. 12.3 Right to Waive. The City may, for good and sufficient cause, as determined by the City in its sole and absolute discretion, waive provisions of this Agreement or seek to obtain such waiver from an appropriate authority. Waiver requests from the Project Sponsor shall be in writing. A waiver shall not be construed to be a modification of this Agreement. 12.4 Budget and ARPA Eligibility Activity Title Revisions. Revisions to the Budget shall be made in writing, and approved in writing by the City; however, such revisions shall not necessitate an amendment hereto unless the amount of the ARPA Loan to be granted hereunder is changed, or unless otherwise required by the City. A revision to the ARPA eligibility activity titles under which this Agreement's objectives are classified shall not require an amendment hereto. 12.5 Disputes. In the event an unresolved dispute exists between the Project Sponsor and the City, the City shall refer the issue, including the views of all interested parties and the recommendation of the City, to the City Manager, his designee, or such other official of the City who shall be authorized to exercise the authority of the City Manager in this regard (the "City Manager") for determination. The City Manager will issue a determination within thirty (30) calendar days of receipt of a written request for resolution of the dispute and so advise the City and the Project Sponsor. In the event additional time is necessary, the City Manager will notify the interested parties within the thirty (30) day period that additional time is necessary. The Project Sponsor agrees that the City Manager's determination shall be final and binding on all parties, subject only to judicial review. 12.6 Headings. The article and paragraph headings in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. 12.7 Proceedings. The Agreement shall be construed in accordance with the laws of the State of Florida and any proceedings arising between the parties in any manner pertaining or relating to this Agreement shall, to the extent permitted by law, be held in Miami -Dade County, Florida. 12.8 Notices and Contact. All notices under this Agreement shall be in writing and addressed as follows: To City: City of Miami Department of Housing and Community Development One Flagler Building 14 Northeast 1st Avenue, Second Floor Miami, Florida 33132 Page 35 of 41 With Copy To: To Project Sponsor: With Copy to: Attn: George Mensah, Director Victoria Mendez City Attorney City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 Stadium Tower Apartments, LLC 7735 NW 146th Street Miami Lakes, FL 33016 Attention: Lewis Swezy Shahrzad Emami Shaw Nelson Mullins Riley & Scarborough LLP 1905 NW Corporate Blvd Boca Raton, FL 33431 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 to be modified, or to be deleted if modification is inappropriate, to cause the provision to be consistent with the law or regulation. However, the obligations under this Agreement, as modified, shall continue and all other provisions of this Agreement shall remain in full force and effect. 12.10 Entire Agreement. This Agreement and its Exhibits and Schedules described as follows contain all the terms and conditions of the Agreement between the parties: Exhibit "A" Exhibit "B" Exhibit "C" Exhibit "D" Exhibit "E" Exhibit "F" Exhibit "G" Exhibit "H" Exhibit "I" Exhibit "J" Schedule A Legal Description Scope of Work /Project Schedule Budget Form of Disbursement Agreement Affirmative Marketing Procedures and Responsibilities Form of Mortgage and Security Agreement Form of Declaration of Restrictive Covenants Form of Rent Regulatory Agreement Signage Requirements Additional Insurance Requirements Permitted Senior Financing 12.11 WAIVER OF JURY TRIAL. NEITHER THE PROJECT SPONSOR NOR ITS SUBCONTRACTOR(S), NOR ANY OTHER PERSON LIABLE FOR THE Page 36 of 41 RESPONSIBILITIES, OBLIGATIONS, SERVICES AND REPRESENTATIONS HEREIN, NOR ANY ASSIGNEE, SUCCESSOR, HEIR OR PERSONAL REPRESENTATIVE OF THE PROJECT SPONSOR, THE PROJECT'S GENERAL CONTRACTORS AND SUBCONTRACTORS OR ANY OTHER PERSON OR ENTITY SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF THIS AGREEMENT, OR THE DEALINGS OR THE RELATIONSHIP BETWEEN OR AMONG SUCH PERSONS OR ENTITIES, OR ANY OF THEM. NEITHER THE PROJECT SPONSOR NOR THE PROJECT'S GENERAL CONTRACTORS AND 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, AND THE PROVISIONS HEREOF SHALL BE SUBJECT TO NO EXCEPTIONS. NEITHER PARTY TO THIS AGREEMENT HAS IN ANY MANNER AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCES. 12.12 HCLC Award Memoranda. The award memoranda and decisions of the HCLC dated November 16, 2022 ("Award Memoranda") are hereby incorporated by reference. To the extent of any conflict between the Award Memoranda and the ARPA Loan Documents and when interpreting the intent of the ARPA Loan Documents, whichever provision is strictest will control. 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 Change of Circumstance. Notwithstanding anything to the contrary contained herein, in the event that the federal rules, regulations, protocols, laws, and/or guidance regarding ARPA (collectively, "Protocols") change from the current Protocols, the City may take any of the following actions in its sole and absolute discretion, and Project Sponsor hereby accepts whichever action, if any, the City decides to take: (a) require an amendment to the applicable Loan Documents to conform to the amended Protocols, or (b) waive in writing where possible applicable changes derived from the Protocols. In the avoidance of doubt, in the event that the City decides to pursue Section 12.14(a), the Covenant and Rent Regulatory Agreement shall continue to encumber the Property for entire Affordability Period. 12.15 Increase in Project Costs. In the event that the Project's costs increase by ten percent (10%) or more of the Budget that is attached as Exhibit "C", and Project Sponsor is unable to secure the requisite funding to cover the additional expense within 60 days before the Project's construction commences, then the City is permitted to recommend to HCLC that the ARPA Funds should be de -obligated for this Project. Page 37 of 41 12.16 Tenant Lottery. The selection of eligible tenants to occupy the ARPA Assisted Units shall be from the results of a tenant lottery, which shall be conducted with a representative of the City of Miami present. In addition, the Project Sponsor and the ARPA Assisted Units shall comply with the requirements of the City of Miami Ordinance #13645 regarding Resident Preference. 12.17 Costs, Including Attorney's Fees. In the event litigation, arbitration, or mediation, between the Parties, 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 Binding Nature. The Borrower's obligations pursuant to this Agreement shall be binding upon and inure to the respective heirs, personal and legal representatives, trustees and successors and assigns of the Parties hereto, including each and every such Party's past and present parent, subsidiary, affiliate or predecessor entities, any and all entities by which or under a name by which any Party has been known or has done business, and any and all of his, hers, its and/or their respective past and present officers, commissioners, directors, principals, trustees, administrators, agents, attorneys, accountants, insurers, reinsurers, servants, employees, shareholders, members, managers, partners, heirs, and representatives. 12.19 Counterparts and Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. 12.20 The Parties agree that the Loan will be non recourse except that the exceptions to non -recourse liability applicable to any Permitted Senior Financing shall also apply to this Loan. 12.21 The Borrower has represented that no Florida documentary stamps or intangible taxes are required to paid on the Note or the Mortgage. The Borrower hereby agrees to indemnify and to defend and hold the Lender and all of its affiliates, successors, and assigns harmless against any and all documentary stamp taxes and intangible taxes, if any, imposed assessed or claimed as a result of or arising out of: (i) Lender's acceptance and/or ownership of the Note or Mortgage (or any other loan document pertaining to the loan referenced to therein); or (ii) the execution or delivery of the Note and the Mortgage (or any other loan document pertaining to the loan referred to therein) (it being understood that any reference herein to documentary stamp taxes and intangible taxes include any and all penalties, interest and attorneys' fees incurred by the Lender in connection therewith), and the Borrower agrees to pay any and all such documentary stamp taxes or intangible taxes upon demand. In the event of a failure by the Borrower to pay such documentary stamp taxes and intangible taxes upon demand and should the Lender elect to pay the same, all such charges shall be secured by the lien of the Note and the Mortgage and shall bear interest at the Default Rate, as provided in the Note, from the date of advance by the Lender until Page 38 of 41 paid by the Borrower. The provisions of this Section shall survive repayment of the Notes and the satisfaction of the Note and Mortgage so long as a claim may be asserted by the State of Florida or any of its agencies. [Signature Pages to Follow] Page 39 of 41 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their undersigned officials as duly authorized. PROJECT SPONSOR: STADIUM TOWER APARTMENTS, LLC, a limited liability com s e: Lewis < ezy Title: Manager WITNESSES Print Name: Print Name: 1.61'P✓7— ACKNOWLEDGMENT STATE OF "FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me by means of 4hysical presence or O online notarization, this k3 day of C , 2022 by Lewis Swezy as Manager of Stadium Tower Apartments, LLC. He is personally known to me or has produced identification. (NOTARY PUBLIC SEAL) .„Avv,a� FLOR M PADILLA ° nui 0eNotary Public -State of Florida OAO = Commission # HH 177130 '' MP', My Commission Expires _'p�°m,o`p F� September 20, 2025 III A 'i t : _ ik of Person Taking Ac. • •• ent (Printed, Typed, or Stamped Name of Notary Public) as Serial Number, if any '40 I1‘ Page 41 of 43., IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their undersigned officials as duly authorized. CITY: ATTEST CITY OF MIAMI, a municipal corporation of the State of Florida By: .. i`"2-Todd Ha Date: on, City Clerk APPROVED AS REQUIREMENTS: ‘c: Ann -Marie Sha Director of Ri Ma agement APPROVED AS TO DEPARTMENTAL REQUIREMENTS: By: -C\t'. George Mensa Director of the Depar ent of Housing and Community $$velopment Arthur Norie_ • V, City Manager APPROVED AS TO FORM AND CORRECTNESS: By: Victoria M ndez City Attorney 6 Page41 of 41 EXHIBIT "A" LEGAL DESCRIPTION OF THE PROPERTY Tract B of MIAMI STADIUM SUBDIVISION, according to the Plat thereof as recorded in Plat Book 157, at Page 76, of the Public Records of MIAMI-DADE County, Florida. EXHIBIT "B" SCOPE OF WORK /PROJECT SCHEDULE CONSTRUCTION SCHEDULE STADIUM TOWER -149 UNITS Date : 11-17-22 SITE WORK 2023 2024 TASK NAME : DEC. JAN. FEB MAR APRIL MAY JUNE JULY AUG SEPT NOV DEC JAN. FEB MAR APRIL MAY Mobilization & Land Clearing Building Pad Drainage System Water Distribution Sewer System Paving ■ BUILDING - 149units 2023 2024 TASK NAME : DEC. JAN. FEB MAR APRIL MAY JUNE JULY AUG SEPT NOV DEC JAN. FEB MAR APRIL MAY Building Structure Utilities Services Connections MEP Roughs Exterior Finishes Interior Finishes Exterior Sltework Final Trim Out Final Inspection EXHIBIT "C" BUDGET Stadium Tower Apartments Development Budget Sources & Uses SOURCES Permanent First Mortgage Tax Exempt Bonds $12,650,000 Tax Credit Equity $19,316,004 CITY of Miami Funds $1,800,000 SELF -SOURCE $2,160,500 County FUNDS - Rnd 2 $3,725,000 SAIL $4,321,000 ELI Loan $600,000 HOME Loan (Vizcaya Villas) $1,017,500 Funding Shortfall $1,915,584 Total Sources $47,505,588 USES Permanent Total Hard Construction Costs $29,403,106 Total General Development Costs $3,806,821 Total Financial Costs $3,020,784 Total Other Development Costs $6,559,027 Total Land Costs $4,715,850 Total Uses of Funds $47,505,588 City of Miami - Department of Community Development COST ALLOCATION REPORT Stadium Tower Apartments Financing Sources: SDecifv Name Total Project % City ARPA Other: Tax Exempt Bonds Other: SAIL, ELI Other: SURTAX Other: HOME Owner Contribution Other: Deferred Developer Fee Equity Investment TOTAL SOURCES Land Acquisition 4,470,000 9% 4,470,000 4,470,000 Hard Costs 1,800,000 11,060,853 4,921,000 3,725,000 1,017,500 500,606 4,829,000 27,853,959 Construction (incl. Site work) 27,853,959 59% Construction contingency 1,400,147 3% 1,400,147 1,400,147 Construction: Concrete/Soil Test 15,000 0% 15,000 15,000 Appliances 149,000 0% 149,000 149,000 Construction Supervision 0% - Total Hard Costs 29,418,106 62% 1,800,000 12,625,000 4,921,000 3,725,000 1,017,500 500,606 - 4t829,000 29,418 106 Soft Costs 804,600 804,600 804,600 Arch Design, Civil Engineering 2% Impact & School Fees 447,000 1% 447,000 447,000 Permits / Fees 447,000 1% 447,000 447,000 Legal 321,935 1% 321,935 321,935 Licenses / Environmental / Util Fees 228,600 0% 228,600 228,600 Appraisal / Surveys 40,250 0% 40,250 40,250 Insurance: Construction Period 313,355 1% 313,355 313,355 Marketing / Advertising 80,500 0% 80,500 80,500 Loan Closing / Financing Fees 836,224 2% 836,224 836,224 Interest / Carrying Costs 2,184,560 5% 2,184,560 2,184,560 Title Insurance & Recording 149,000 0% 149,000 149,000 Taxes 37,250 0% 37,250 37,250 ConstructionAcctg 52,150 0% 52,150 52,150 For Use by City: City incurred costs 0% - - Other Soft Cost 710,286 710,286 710,286 Land Interest 245,850 245,850 245,850 Operating Reserves - - - Developer's Fees & Overhead 6,559,027 14% 1,659,894 1,915,584 2,983,549 6,559,027 Soft Cost Contingency 159,895 0% 159,895 159,895 Total Soft Costs 13,617,482 29% - - - - - 1,659,894 1,915,584 10,042,004 13,617,482 Total Project Cost 47,505,588 100% 1,800,000 12,625,000 4,921,000 3,725,000 1,017,500 2,160,500 1,915,584 19,341,004 47,505,588 Percent of City Funding to TDC Total Units Number of City Units Percent of City Units to Total Units City Subsidy Per Assisted Unit 12/15/2022 17:18 3.8% 149 60 40.3% 30,000 Total Square Footage Total Cost per S/F 155,750 305.01 Total Livable Area Total Livable Area of City Assisted Units 85000 Percent of City Area to Total #VALUE? EXHIBIT "D" FORM OF DISBURSEMENT AGREEMENT EXHIBIT "E" AFFIRMATIVE MARKETING PROCEDURES AND RESPONSIBILITIES Note to all applicants/respondents: This form was developed with Nuance, the official HUD software for the creation of HUD forms. HUD has made available instructions for downloading a.free Installation ofa Nuance reader that allows the userto fill-in and save: this form in Nuance. Please see htto:/Iportai.hud.00v/hudportal/documents/huddoc?id=nuancereaderinstall.pdf for the instructions. Using. Nuance software is the only means of completing this form. Affirmative Fair Housing Marketing Plan (AFHMP) - Multifamily Housing U.S. Department of Housing and Urban Development Office of Fair Housing and Equal Opportunity OMB Approval No. 2529-0013. (exp.1/31/2021) la. Project Name & Address (including City, County, State & Zip Code) STADIUM TOWER APARTMENTS 2320 NW 8 Ave, Miami, Florida, 33127 1 b. Project Contract Number lc. No. of Units TBD Id..Census Tract 149 0029.00 1e. Housing/Expanded Housing Market Area Housing Market Area: Zip. code 33127 Expanded Housing Market Area: Miami -Dade County 1f: Managing AgentName, Address (including'City, County,..State & Zip Code), Telephone Number & Email Address CENTENNIAL MANAGEMENT CORP - LEWIS V. SWEZY, 7735 NW 146 STREET, SUITE 306, MIAMI LAKES; FL 33016 TEL: 305-821-0330 EMAIL: LSWEZY@CENTENNIALMGT:COM lg. Application/Owner!DeveloperNaMe, Address (including City, County, State & Zip Code), Telephone Number & Email Address STADIUM TOWER APARTMENTS LLC- LEWIS V. SWEZY, 7735 NW 146.STREET, SUITE 306, MIAMI LAKES, .FL 33016 TEL: 305-821-0.330 EMAIL: LSWEZY@CENTENNIALMGT.COM lh. Entity Responsible for Marketing (check all that apply) ❑ Owner n Agent El Other (specify) Position, Name (if known), Address ( including City, County, State & Zip Code), Telephone Number & Email Address CENTENNIAL MANAGEMENT, RICHARD GRAMMIG, ASSET MANAGER; 7735 NW 146 STREET, .SUITE 306, MIAMI LAKES, FL 33016 TEL: 305-821-0330 EMAIL: RGRAMMIG@CENTENNIALMGT.COM 11. To whom should approval and other correspondence concerning this AFHMP be sent? Indicate Name, Address (including City, State & Zip Code), Telephone Number& E-Mail. Address. LEWIS V..SWEZY, PRESIDENT; 7735 NW 146 STREET, SUITE 306, MIAMI LAKES, FL.33016 TEL: 305-821-0330 EMAIL: LSWEZY@CENTENNIALMGT.COM 2a. Affirmative Fair Housing Marketing Plan Plan Type Initial Plan Reason(s). for current update: Date of`the First Approved AFHMP: N/A 213, HUD -Approved Occupancyof the Project (check all that apply) 0 Elderly 0 Family Mixed (Elderly/Disabled) 0 Disabled 2c. Date of Initial Occupancy 06/01/2024 2d. Advertising Start Date Advertising must begin at least 90.days prior to initial or renewed occupancy for new construct]on.and substantial rehabilitation projects. Date advertisingbegan or will begin Forexisting projects, select below the reason advertising will be used: 03/01/2024 To fill existing unit vacancies To Place applicants on a waiting list ❑ (which currently has _ individuals) To reopen a closed waiting list ID (which. currently has individuals) Previous editions are obsolete Page 1 of 8 Form HUD-935.2A (12/2011) 3a. Demographics of Project and Housing -Market Area Complete and submit Worksheet 1. 3b.Targeted Marketing Activity Based on your completed Vorksheet 1, indicate which demographic group(s) in the housing market area.is/are least likely to apply for the housing without special outreach efforts. (check all that apply) 0 White Q American Indian.orAlaska Native QAsian ❑ Native Hawaiian or Other Pacific Islander ❑ Hispanic or Latino ['Families with Children ❑ Otherethnic group; religion, etc. (specify) ❑ Black or AfricanAmerican ❑Persons with Disabilities 4a. Residency Preference Is the owner requesting a residency preference? If yes,.. complete questions 1 through 5.. If no, proceed to Block 4b. (1) Type Please Select Type No (2) Is the residency preference area:. The same as the AFHMP housing/expanded housing market area as identified in Block le? Please Select Yes or No The same as the residency preference area of the local PHA in whose jurisdiction the project is located? (3) What is the geographic areafor the residencypreferehce? Please. Select Yes or.No (4) What is the reason for having a residency preference? (5) How do you plan: to periodidally evaluate your residency preference to ensure that it is in accordance withthe nondiscrimination and equal opportunity requirements in 24 CFR 5.105(a)? Completeand submit Worksheet 2 when requesting a residency preference (see also 24 CFR 5.655(c)(1)) for residency preference requirements. The requirements in -24 CFR 5.655(c)(1) will be used by HUD as guidelines for evaluating residency preferences consistent with the applicable HUD program_ requirements. See.also HUD Occupancy Handbook (4350:3) Chapter 4, Section.4.6 for additionalguidance on preferences. 4b. Proposed Marketing Activities: Community Contacts Complete and submit Worksheet 3 to describe your use of coinrnuniity contacts to market the. project to those least likely to:apply. 4c. Proposed Marketing Activities: Methods of Advertising Complete and submit Worksheet 4 to describe your proposed methods of advertising that will be used to market to those least likely to apply: Attach copies of advertisements, radio and television scripts, Internet advertisements; websites, and brochures; etc. Previous editions are obsolete Page 2 of 8 Fort," (12/2011) 5a. Fair Housing Poster The Fair Housing Poster must be prominently diisplayed.in all offices in which sale or rental activity takes place (24 CFR 200.620(e)). Check below all locations where the Poster will. be displayed. ❑✓ Rental Office ❑ Real Estate Office. ❑ Model Unit El Other (specify) 5b.Affirmative Fair Housing Marketing Plan The AFHMP must be available for public inspection at the sales or rental office (24 CFR 200:625). Check below all locations where:.the.AFHMP will be made available. F✓ Rental Office ❑ Real Estate Office 0 Model Unit Ei Other (specify). Sc. Project Site Sign Project. Site Signs, if any, rnust display in a conspicuous position the HUD approved Equal Housing Opportunity toga, slogan, or statement (24 CFR 200.620(f)).- Check belowwall locations where. the Project Site Sign will be displayed. Please submit photos of Project signs. Q Rental Office EIReal Estate Office ❑ Model Unit ❑Entrance to Project ❑ Other (specify) The size of the -Project Site Sign will be 10' x The Equal Housing Opportunity logo or slogan or statement will be 5.6' 4" x. 4" 6. Evaluation of Marketing Activities Explain the evaluation process you will use to determine whether. your marketing activities have been successful in attracting individuals least likely to apply, how°often you will make this determination, 'and how you willmake decisions about future marketing based on the evaluation -process. CENTENNIAL MANAGEMENT CORP CREATES AND UPDATES' DEMOGRAPHICS REPORTS ON AN ANNUAL BASIS. CENTENNIAL MANAGEMENT CORP. MAKES OUTREACH EFFORTS TO TARGET A PARTICULAR DEMOGRAPHIC - PURSUANT TO THOSE STATISTICS. IN ADDITION, THEY WILL EVALUATE THEIR ENTIRE MARKETING STRATEGY, APPROACH, AND FOCUS EVERY 12 MONTHS. ACTIVITIES WILL BE CONSIDERED SUCCESSFUL IF IT HELPS MAINTAIN CURRENT PERCENTAGE GROUPS LEAST LIKELY TO APPLY, AND/OR INCREASE THEM. THE GOAL WILL BE TO MAINTAIN:THE GROUPS LEAST LIKELY TO APPLY WITHIN A TARGETED' INCREASE. OF 0% TO 3% ANNUALLY. CHANGES OR ADJUSTMENTS.TO FUTURE MARKETING WILL OCCUR.ANNUALLY,'DEPENDING'IONWHETHER TARGETED INCREASE RANGES ARE MET OR.MAINTAINED. Previous editions are obsolete Page 3 of 8 Form HUD-935.2A (12/2011) 7a Marketing Staff What staff positions are/will be.responsible for affirmative. marketing? THE PROPERTY MANAGER IS RESPONSIBLE FOR AFFIRMATIVE MARKETING IN ADDITION, ALL LEASING STAFF MEMBERS ARE WELL -VERSED IN AFFIRMATIVE MARKETING AND WILL ASSIST THE MANAGER. 7b. Staff Training and Assessment AFHMP (1) Has staff been trained on the AFHMP? (2) Has staff been instructed in writing and orally onnon-discrimination. and fair housing policies as required by 24 CFR 200.620(c)? (3) f yes, who provides instruction on the AFHMP and Fair Housing Act, and how frequently? Yes Yes TRAINING IS PROVIDED BY A.VARIETY OF MEANS INCLUDING; EXPERIENCED STAFF IN-HOUSE TRAINING, OUTSIDE COMPLIANCE COMPANIES;. FAIRHOUSING TRAINING WORKSHOPS. (4) Do you periodically assess staff skills on the use of the AFHMP and the application of the Fair Housing Act? (5) If yes, how and how often? Yes NEW STAFF IS INSTRUCTED ON FAIR HOUSING AS: PART OF THEIR ORIENTATION PROCESS, EXISITING STAFF AND REGIONAL STAFF ARE PROVIDED WITH BULLETINS AS THEY. BECOME AVAILABLE_. 7c. Tenant.Selection Training/Staff (1) Has staff been trained on.tenant selection in accordance with' the project's occupancy policy; including any residency preferences? Yes (2) What staff positions are/will be responsible for tenant selection? THE PROPERTY MANAGER, WITH'HELP FROM REGIONAL STAFF.MEMBERS, WILL BE.RESPONSIBLE FOR APPLICATION APPROVAL AND TENANT SELECTION. LEASING STAFF WILL ASSIST THE MANAGER THROUGHOUT THE APPLICATION PROCESS. 7d. Staff Instruction/Training: Describe AFHM/Fair Housing Act staff training, already provided or to be provided; to whom it was/will be provided, content of training, and the dates of -past andanticipated training.'Please include'copies.of any. AFHM/Fair Housing stafftrainingMaterials: EMPLOYEES ARE TRAINED BOTH IN-HOUSE AND BY OUTSIDE PRIVATE COMPANIES OUTSOURCED BY CENTENNIAL MANAGEMENT CORP AS WELL AS ONLINE TRAINING SEMINARS. CENTENNIAL MANEGMENT RECENTLY HIRED H.O.P.E INC. FOR SEVERAL OF ITS TRAINING SEMINARS AND COVERED TOPICS INCLUDING GENERAL FAIR HOUSING LAW, DISABILITY LAW UNDER FAIR HOUSING, AND AFFIRMATIVE MARKETING AND CASE LAW REVIEW, FIRST.HOUSING CORPORATION OF FLORIDA CONDUSCTS ANNUAL FAIR HOUSING TRAINING AND COMPLIANCE WORKSHOPS FOR ALL MANAGEMENT STAFF. 'SENIOR STAFF HAS ALSO ATTENDED OTHER CERTIFICATE PROGRAM TRAINING, 'INCLUDING FAIR HOUSING; CONDUCTED BY VARIOUS PROFESSIONAL ORGANIZATIONS SUCH.AS NALP. THE PROPERTY' MANAGER.ALSO.CONDUCTS-THE TRAINING FOR NEW STAFF. - Previous editions are obsolete Page 4 of 8 Form HUD-935:2A (12/2011) 8. Additional Considerations Is there anything else you would like to tell us about your AFHMP to help ensure that your program is marketed to those least likely to apply for housing in your project? Please attach additional sheets, as needed. CENTENNIAL MANAGEMENT CORP MANDATES THAT ALL EMPLOYEES ATTEND CONTINUING EDUCATION CLASSES TO ENSURE FAIR. HOUSING AND EQUAL OPPORTUNITY REQUIREMENTS ARE MET AND TO ACQUIRE THE SKILLS NECESSARY TO IMPLEMENT ADEQUATE AFFIRMATIVE MARKETING AND TENANT SELECTION PROCEDURES. 9. Review and Update By signing this form, theapplicant/respondent agrees to implement its AFHMP, and to review and update its AFHMP in accordancewith the instructions to itery 9 of this form in order to ensure continued compliance with HUD's Affirmative Fair Housing Marketing Regulations (see,• 4,C1R Part200, Subpart M). 1 hereby certify that all the information stated herein, as well as any information providdip.the accompaniment herewith, is true and accurate. Warning: HUD will prosecute false claims and statements,-Conyction may result in criminal and/or civil penalties, (See 18 U.S.C. 1001, 1010, 1012; 31 U.S.C. 3729, 3802). <<� Signature of person subfrtMing/this ,P P & D4te of Submission (mm/dd/yyyy) Name (type:or print LEWIS V.1SWEZY Title &,Jane o�Ejfmpany L i MAN,R OF MANAGER OF STADIUM TOWER APARTMENTS For HUD -Office of Housing Use Only Reviewing Official: For HUD -Office of Fair Housing and Equal Opportunity Use Only E Approval Li Disapproval Signature & Date (mm/dd/yyyy) Signature & Date (mm/dd/yyyy) Name (type or print) Title Name (type or print) Title Previous editions are obsolete Page 5 of 8 Form HUD-935.2A (12/2011) Public reporting burden for this collection of information is estimated 'to average six (6) hours per initial response, and four (4) hours'for updated plans, including the time for reviewing'instructions, searching existing data'sources, gathering and maintaining.the data needed, and completing and reviewing the collection of information. This agency may not collect this information, and you arenot required to complete this font, unless it displays a currently valid Office of Management and Budget (OMB) control number. Purpose 'of Form: All applicants forparticipation in FHA subsidized and unsubsidized multifamily housing programs with five or more .units (see 24 CFR 200.615) must.complete this Affirmative Fair Housing Marketing Plan (AFHMP) form as specified in 24 CFR 200.625, and in accordance with the.requirements in 24 CFR 200.620. The purpose'of this AFHMP is to help applicants offer equal housing opportunities regardless of race, color, national origin, religion, sex, familial status, or.disability. The-AFHMP helps owners/agents (respondents) effectively market the availability of housing opportunities to individuals.ofboth minority and non -minority •groups that'are least likely to apply for occupancy. Affirmative fair housing marketing and planning should be part of all new construction, substantial rehabilitation, and existing project marketing and. advertising activities. An AFHM program, as.specified in this Plan, shall be in effect for each multifamily project throughout the life of the mortgage (24 CFR 200;620(a)). The AFHMP, once approved by HUD,'must be.made availablefar public inspection at the sales or rental offices of the respondent (24 CFR 200.625) and may not be revised without HUD approval. This form contains no'questions of a confidential nature. Applicability: The form and worksheets -must be completed and submitted by all FHA subsidized and unsubsidized multifamily housing program applicants. INSTRUCTIONS: Send completedform and worksheets to your local HUD:Office, Attention: Director, Office of Housing Part 1: Applicant/Respondent.and Project Identification. Blocks la, lb, 1c, 1g, 1h, and 11 are self- explanatory. Block Id- Respondents may obtain the Census tract number from the U.S. Census Bureau (http://factfinder2:census.00v/main.html) when completing Worksheet One. Block le- Respondents should identify boththe housing market area and the -expanded housing market area for their multifamily housing projects. Use abbreviations if necessary: A housing market area is the area from which a multifamily housing project owner/agent may reasonably expect to draw a substantial number of its tenants, This could be a county or Metropolitan Division. The U.S. Census Bureau provides a rarige of levels to draw from. An expanded housing market area is a larger geographic area, such as a Metropolitan Division. or a Metropolitan Statistical. Area, which may provide additional demographic diversity in terms of race, color, national origin, religion, sex, familial status, or disability. Block 1 f- The applicant should complete this block only if a Managing Agent (the agent cannot be the applicant) is implementing the AFHMP. Part 2: Type of AFHMP Block 2a- Respondents should indicate the status of the AFHMP, i.e., initial or updated, as well as the date of the first approved AFHMP: Respondents should also provide the reason (s) for the current .update, whether the update is based on the five-year review or due to significant changes in project or local demographics (See instructions for Part 9). Block 2b- Respondents should identify all groups HUD has approved for occupancy in the subject project, in accordance with the contract, grant; etc. Block 2c- Respondents should specifythe date the project was/will be first occupied. Block 2d- For new construction andsubstantial rehabilitation' projects,.advertising must begin at Ieast.90 days prior to initial occupancy. In the case of existing projects, respondents should indicate whether the advertising will be used to fill existing vacancies, to place. individuals'on the projects waiting list, or to re -open a closed waiting list. Please indicate how many people are on the waiting list when advertising begins. Previous editions are obsolete Page 6 of 8 Form HUD 935.2A'(12/2011) Part 3 Demographics and Marketing Area. "Least likely -to apply" means that there's an identifiable presence of a specific demographic group in the housing market area, but.rnembers of that group are not likely to apply for the housing without targeted outreach, including marketing materials in other languages for limited English proficient individuals,, and alternative formats for persons with disabilities. Reasons for not applying may include, but are not limited to, insufficient information about housing opportunities, language barriers, ortransportation impediments. Block 3a - Using Worksheet 1, the respondent should indicate the demographic composition ofthe project's residents, current project applicant data, census tract, housing market area, and.expanded housing market area. The applicable housing market area and expanded housing market area ehould be indicated in Block le. Compare groups within rows/acrosscolumns on Worksheet 1 to identify -any -under -represented group(s) relative to the surrounding housing market area and. expanded housing.market area, i.e., those group(s)"least likely to apply" for the housing without targeted outreach and marketing. If there is a particular group or subgroup with members of a protected class that has an identifiable presence in the housing marketarea, but is not included in Worksheet 1, please. specify Under"Other," Respondents should use the most currerit.demographic data from the U.S. Census or another official source such as a local government planning office: Please indicate the source of your data in Fart 8 of this form. Block 3b - Using the infomiation from the completed Worksheet 1, respondents should identify the demographic.group(s) least likely to apply for the housing'.without special outreach efforts by. checking alithat apply. Part 4 - Marketing Programand Residency Preference (if any). Block 4a - A residency preference is a preference for admission of persons who reside. Or work in.a specified geographic area (see 24 CFR 5:655(c)(1)(ii)). Respondents :should indicate whether a residency preference is being utilized, and if so, respondents should specify if it is new; .revised, or continuing. If a respondent wishes to utilize a residency preference, it must state the preference area (and provide a map delineating the precise area) and state the reason for having such a"preference. The respondent must ensure that the preference is in accordance with thenon- discrimination'and equal opportunity requirements in 24 CFR 5.105(a) (see 24 CFR 5.655(c)(1)). Respondents should use Worksheet 2 to show how the percentage of the eligible population living or working in the residency preference area compares to that of residents of the project, project applicant data, census tract, housing. market area, and expanded housing market area. The percentages would be the same as shown on completed Worksheet 1.. Block 4b - Using Worksheet 3, respondents should describe their use of community contacts to help market the project to those least likely to apply. This table should include the name of:a contact person, his/her address, telephone number, previous experience working with the target population(s), the approximate date contact was/will be initiated, and the specific role the community contact.will play in assisting with :affirmative fair housing marketing oroutreach. Block 4c - Using Worksheet 4, respondents should describe their proposed niethod(s) .of advertising to market to those least likely to apply. This table should identify each media option, the reason for choosing this media; and the language of the advertisement. Alternative format(s) that will be used to reach persons with disabilities, and logo(s) that will appear on the various materials (as wellas their size) should be described. Please attach a copyof the advertising or marketing material. Part 5 — Ayallability of the Fair Housing Poster, AFHMP, and Project Site Sign. Block 5a - The Fair Housing Poster must be prominently displayed in all offices in which sale or rental activity takes place (24 CFR 200.620(e)). Respondents should indicate all locations where the Fair Housing Poster will be displayed. Block 5b -The AFHMP must be available for public inspection at the sales or rental office (24 CFR 200.625). Check all of the locations where the AFHMP will be available. Block 5c -The Project Site Sign must display in a conspicuous position the HUD -approved Equal Housing Opportunity logo,. slogan, or statement (24 CFR 200.620(f)). Respondents should indicate where the Project Site'Sign will be displayed, as well as the size: of the Sign and the size of the logo; slogan, or statement. Please submit photographs of protect site signs. Previous editions are obsolete Page 7of8 Form HUD-935.2A (12/2011) Part 6 - Evaluation of Marketing Activities. Respondents should explain the evaluation process to be used to determine if they have beeri successful in attracting those individuals identified as least likely to apply. Respondents should also explain how theywill make decisions about future marketing activities based on the evaluations. Part 7- Marketing Staff and Training. Block 7a Respondents should identify staff positions that are/will be responsible for affirmative marketing. Block7b -Respondents should indicate whether staff has been trained on the AFHMP and Fair Housing Act. Please indicate who provides the training and. how. frequently. In addition, respondents should specify whether they periodically assess staff Members' skills in using the-AFHMP and in applying the Fair Housing Act. They should state how often they assess employee skills and how they conduct the assessment. Block 7c- Respondents should indicate whether staff has been trained on tenant selection in accordance with the project's occupancy policy, including residency preferences (if any). Respondents should alsoidentify those.staffpositions that are/will be responsible for tenant selection. Block 7d - Respondents should include copies of any written materials related to staff training, and identify the dates of past and anticipated training. Part 8 - Additional Considerations. Respondentsshould describe theirefforts not previously mentioned that were/are planned to attract those individuals least likely to apply for the subject housing. Previous editions are obsolete Part 9 - Review:and Update: By signing the respondent assumes responsibility for implementing the AFHMP. Respondents must review their AFHMP every five years or when the local Community Developmentjurisdiction's Consolidated Plan isupdated,. or when there are significant changes in the demographics of the -project or the local housing market area. When reviewing the plan, the respondentshould consider the curreritdemographics of the housing market area to determine if there have been demographic changes in the population in terms of race, color, national origin, religion, sex, familial status, or disability. The respondent will then detemnine if the population least to likely to apply for the housing is still the population identified in the AFHMP, whether the advertising and publicity cited in the current AFHMP are still appropriate, or whetheradvertising•sources should be Modified or expanded. Even if the demographics of the housing market area have not changed, the respondent should determine if the outreach currently being performed is reaching.those it is intended to reach as measured. by project occupancy and applicant data. If not, the AFHMP should be updated. The revised AFHMP must be submitted to HUD for approval. HUD mayreview whether the affirmative marketing is actually being performed in accordance with the AFHMP. If based on their review, :respondents determine. the AFHMP does not.need to be revised, they should maintain a file documenting what was reviewed, what was found as a. result of the review, and why no changes were required. HUD may review this documentation. Notification of intent to Begin Marketing. No later than 90 days prior to the initiation of rental marketing: activities, the respondent.must submit notification of intent to .begin marketing. The notification is required by the AFHMP Compliance Regulations (24 CFR 108.15). The Notification is submittedto the Office of Housingin the HUD Office .servicing the Iocalityin.which the proposed housing Will be located. Upon receipt.of the Notification of Intent to Begin Marketing from the applicant, the monitoring office will review any previously apprevedplan and may schedule a pre -occupancy conference. Such conferencewill be held prior to initiation of sales/rental .markefing.activities. At this conference, the previously approved AFHMP will be reviewed -with the applicant to determine if the plan, and/or its proposed implementation,. requires modification prior to initiation of marketing in order to achieve the objectives of the AFHM regulation and the plan. OMB,approval of the AFHMP includes approval of this notification procedure as part of the AFHMP. The burden hours for such notification are included in the total designated for this AFHMP form. Page 8 of8 Form HUD-935.2A (1212011) Worksheet 1: Determining Demographic Groups Least Likely to Apply for Housing Opportunities (See AFHMP, Block 3b) In the respective columns below, indicate the. percentage of demographic groups among the project's residents, 'current project applicantdata,.census tract, housing market area, and expanded housing market area. (See instructions to Block le). If you are a new construction or substantial rehabilitation project and do not have residents or_project applicant data, only report information for census tract housing market area, and expanded market area. The purpose of this information is to identify any under-representation.of certain demographic groups in terms of race, color,.national origin, religron,.sex, familial status, or disability. If there is significant under -representation of any demographic group among project residents.or current applicants in relation to the housing/expanded housing market area, then targeted outreach. and marketing should be directed towards these individuals least likely to apply. Please indicate under -represented groups in Block 3b.of the AFHMP. Please attach maps showing both the housing market area and the expanded housing market area. Demographic Characteristics Projects Residents Projects Applicant Data Census Tract Housing Market Area Expanded Housing Market Any. % White 0% 0% 4.7% 3.8% 11.7% % Black or:African American 0% 0% 8% ' 51.6% 14.2% % Hispanic or Latino. 0% 0 0 86 /o. 43:1 % 71..6% %Asian 0% 0% 0.3% .3% 1.4% % American Indian or Alaskan Native• 0%. 0% O.1% 0:3% 0.1% '% Native Hawaiian or Pacific Islander 0% 0% 0% .0% 0% %Persons with Disabilities 0% 0% 35% 23.3%. 10.9% % Families with Children underthe.ageof 18 0% 0% 40.4% 30.6% 36.1% Other (specify) 0% 0% 0.6% 1% 1% Worksheet 2: Establishing a Residency. Preference Area (See AFHMP, Block 4a) Complete this Worksheet if you wish to continue; revise, or add a residency preference, which is a:preference for admission of persons who reside or work in a specified geographic area (see 24 CFR 5.655(c)(1)(ii)). If a residency preference is -utilized,. the preference must be in accordance with the non-discrimination and equal opportunity requirements contained In 24 CFR 5.105(a). This Worksheet will help show how the percentage of the.Population in the residency preference•area compares to the demographics of the project's residents, applicant data, census tract, housing market area, and expanded housing market area. Please attach a map clearly delineating the residency preference geographical area. Demographic Characteristics Project's Residents (as.determined in Worksheet 1). Project's Applicant Data (as determined in Worksheet 1) I Census Tract (as determined in Worksheet 1) Housing Market Area (as determined in Worksheet11) Expanded Housing Market Area (as determined in Worksheet 1) Residency Preference'Area (if applicable) %White N/A N/A N/A. N/A NIA NIA % Black or African' American N/A N/A N/A. N/A N/A N/A Hispanic or Latino N/A. NIA N/A N/A N/A N/A %:Asian N/A WA N/A N/A N/A N/A %American Indian or Alaskan Native N/A N/A N/A NIA N/A N/A .% Native Hawaiian or Pacific Islander N/A N/A NIA N/A N/A N/A % Persons with. Disabilities N/A N/A N/A • N/A N/A N/A Families under Children under the age of 1ti N/A N/A N/A N/A N/A Other (specify) N/A N/A N/A N/A NIA N/A Worksheet3: ProposedMarketing Activities. —Community Contacts (See AFHMP, Block 4b) For each targeted marketing population designated as least likely to apply in -Block 3b, identify at least one community contact organization. you will use to facilitate outreach to the particular population group: This could be a social service agency, religious body, advocacy group, community center, etc. State the names of contact persons, their addresses, their telephone numbers, their previous experience working with the target population, the approximate date contact was/will be initiated, and•the specific role they will piay.in assisting with the affirmative fair housing marketing. Please attach additional pages if necessary. Targeted Populations) Community Contact(s), including required information noted. above. Asian, White,,American Indian or Alaskan Native Miami -Dade County Public Housing & Community Development Michael Liu, 701 NW 1 Court, 16 Floor Miami, FL 33136, 786,469=4100. Allapatah District Office. Karla. Fortuny. 1897.NW 20:St, Miami, FL 33142. 3b5-960-5128 The local housing agencies identify and refer applicants eligible for housing, including Section 8'qualified tenants. The agencies have universal access to the community and we correspond with them on a frequent basis to have targeted populations. and minorities identified and placed in housing. Worksheet.4: Proposed Marketing Adtivities — Methods of Advertising (See AFHMP, Block 4c) Compiete the following table by identifying your targeted. marketing population(s), as.indicated in Block 3b, es well as. the methods of -advertising that will be: used to market to that population. For each targeted. population, state the means of advertising that you will use as applicable to that group and the. reason'for choosing this media. In each block, in addition to specifying the media that will be used (e;g., name of newspaper,'televisionstation, website, location of bulletin board, etc) state any language(s) in which the material will be provided, identify' any alternative format(s) to be used (e.g, Braille, large print, etc.), and specify thelogo.(s) (as Well as size) that will appear on the various materials. Attach additional pages, if necessary, for further explanation. Please attach:a copy of the advertising or marketing material.. Targeted Population(s)— Methods of Advertising . Targeted Population: Targeted Population: Targeted Population: Newspaper(s) RadlO Station(s) TV Station(t) 1 Electronic Media White: Ads'in.English &. Spanish with EHO logo (2"x2") Asian: Ads in English with. ENO. logo (2"x2") American Indian/Alaskan: Native:Ads in English with EHO logo (2"x2") Apartments.comlForRent Bulletin Boards White: Ads in English &.Spanish with EHO logo (1.5"x1.5") Asian: Ads in English, with EI{O logo (1.5"x1.5") American Indian/Alaskan: Native: Ads in English with EHO logo.(1.5"x1.5") Winn Dixie/Walmart Brochures; Notices, Flyers in English & Asian: Notices in English with EHO logo (1.5"x1.5") American Indian/Alaskan: Native: Notices in English with .EHO logo (1.5"x1.5") Property/Advertising Brochure White: Notices Spanish with EHO logo (1.5"x1.5') Other (specify). EXHIBIT "F" FORM OF MORTGAGE EXHIBIT "G" FORM OF COVENANT EXHIBIT "H" RENT REGULATORY AGREEMENT EXHIBIT "I" SIGNAGE REQUIREI IENTS Font size: 86 pt * IACORF.09a11I 18%9fi R, Building Better Neighborhoods Name of Project second line third and final Francis Suarez Mayor Alex Diaz de la Portilla District 1 Ken Russell Dl�tnnt Joe Carollo District 3 Manolo Reyes District 4 Christine King District 5 Arthur Noriega, V City Manager Project Construction Cost: $ X,XXX,XXX City Contribution $ X,XXX,XXX www.miamigov.com 305.416.2080 HousiCom ung 8 nity Development This project is located in District X represented by City of Miami Commissioner INSERT NAME HERE 4' x 8' Pressure Sensitive 2 mil cast vinyl overmounted with 3 mill mylar and mounted to 1/2"mdo with varnished or painted back Font: Akzidenz Grotesk ■ Pantone Reflex Blue C 1 ■ Pantone 117 C • Pantone 871 C • Black Font size: 230 pt Font size: 314 pt Font size: 168 pt Font size: 192 pt Font size: 175 pt Font size: 165 pt Font size: 270 pt EXHIBIT "J" ADDITIONAL INSURANCE REQUIREMENTS EXHIBIT J INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE CONSTRUCTION REQUIREMENTS STADIUM TOWER PROJECT 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 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 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 A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $ 5,000,000 Aggregate $ 5,000,000 City of Miami listed as an additional Insured. Coverage is excess follow form over all liability polices contained herein. VI. Payment and Performance Bond $TBD City of Miami listed as Obligee VII. Builders' Risk Causes of Loss: All Risk -Specific Coverage Project Location Valuation: Replacement Cost Deductible: $10,000 All other Perils 5% maximum on Wind/Hail and Flood City of Miami listed as loss payee 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. EXHIBIT J (continued) INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE STADIUM TOWER PROJECT SPONSOR I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $1,000,000 B. Endorsements Required City of Miami listed as an Additional Insured Contingent and Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami included 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. Property Following completion of the project, the Project Sponsor shall provide the City with a certificate of insurance or policies affording coverage on the Building and Business Personal Property owned by the Project Sponsor. Commercial property insurance shall, at a minimum, cover the perils insured under the ISO Special Causes of Loss Special Form (CP 10 30), or a substitute form providing equivalent coverages written on an All Risk or Direct Physical Loss or Damage basis, including wind and named storm coverage and hail not to exceed 5%, along with flood, if applicable. Coverage should be included for debris removal, and demolition and increased cost of construction that are caused by legal requirements regulating the construction or repair of damaged facilities or subject property, including an ordinance and law endorsement, in an amount of not less than the replacement cost of the property insured and leasehold improvements (exclusive of foundation and excavation costs), trade fixtures and floor coverings. In addition, the policy should afford coverage for loss of rents, along with boiler and machinery coverage, if applicable. The amount of insurance shall equal the full estimated replacement cost of all real and business personal property owned by the Project Sponsor. The City shall be included as loss payee under the commercial property insurance. V. Umbrella Each Occurrence Policy Aggregate $1,000,000 $1,000,000 City of Miami listed as additional insured. Coverage is excess over the general liability and auto policies. The above policies shall provide the City of Miami with written notice of cancellation 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. AM - SCHEDULE A PERMITTED SENIOR FINANCING 1. Bond Loan from the Florida Housing Finance Corporation ("Senior Lender"), in the amount of $23,500,000, as assigned to First Horizon Bank, a Tennessee profit corporation, as Fiscal Agent, which shall be reduced to not greater than $12,650,000 at the conversion to permanent financing. 2. Florida Housing Finance Corporation ("FHFC") SAIL loan in the original principal amount of $4,321,000, evidenced by a Promissory Note and secured by a Mortgage and other related security documents both from Maker in favor of FHFC. 3. Mortgage and Security Agreement securing a FHFC ELI Loan in the amount of 600,000 and any related security documents ("ELI Loan") 4. Miami -Dade County ("County") Surtax funds in the original principal amount of $3,725,000, evidenced by a Promissory Note and secured by a Mortgage and any other related security documents both from Maker in favor of the County. 5. Miami -Dade County ("County") HOME funds in the original principal amount of $1,017,500.00 and any other related security documents. aLAuao