HomeMy WebLinkAbout23300AGREEMENT INFORMATION
AGREEMENT NUMBER
23300
NAME/TYPE OF AGREEMENT
RESIDENCES AT DR. KING BOULEVARD, LTD.
DESCRIPTION
MIAMI FOREVER BOND LOAN AGREEMENT/NEW
CONSTRUCTION OF 120 UNITS/FILE ID: 5562/R-19-0141
EFFECTIVE DATE
ATTESTED BY
TODD B. HANNON
ATTESTED DATE
9/28/2020
DATE RECEIVED FROM
ISSUING DEPT.
9/30/2020
NOTE
a 33 0
MIAMI FOREVER BOND LOAN AGREEMENT
FOR RESIDENCES AT DR. KING BOULEVARD, LTD.
This Miami Forever Bond Loan Agreement (this "Loan Agreement" or "Agreement") for
Residences at Dr. King Boulevard is dated as of this day of , 2020, by and between
the CITY OF MIAMI, a municipal corporation of the State of Florida (hereinafter the "City" or
"Lender") and RESIDENCES AT DR. KING BOULEVARD, LTD., a Florida limited
partnership (hereinafter the "Project Sponsor" or "Borrower").
FUNDING SOURCE: MIAMI FOREVER BOND FUNDS
AMOUNT: Two Million Dollars ($2,000,000.00)
RESOLUTION: Housing and Commercial Loan Committee ("HCLC")
approval of September 27, 2019.
PROJECT NAME:
PROJECT TYPE:
TERM:
AFFORDABILITY PERIOD:
ASSISTED UNITS:
IDIS NUMBER:
ORACLE NUMBER:
PROPERTY ADDRESS:
Residences at Dr. King Boulevard
New Construction
See Section 1.17
Thirty (30) years commencing on the Closeout of the
Project
One hundred twenty (120) Project units
./
6240 NW 15 Ave. Miami, FL 33147, 1501 NW 62 St::
Miami, FL 33147, 1515 NW 62 St. Miami, FL 33147;;
1525 NW 62 St. Miami, FL 33147, 1535 NW 62. St. Miami,
FL 33147, 1551 NW 62 St. Miami, FL 33147, 1560 NW 62
St. Miami, FL 33147,1520 NW 62 St. Miami, FL 33147,
1500 NW 62 St. Miami, FL 33147, and Adjacent North of
1500-1520 NW 62 Street, Miami, FL33147
EXHIBITS ATTACHED HERETO AND INCORPORATED HEREIN:
Exhibit A Legal Description
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Scope of Work/Project Schedule
Budget
Form of Disbursement Agreement
Affirmative Marketing Procedures and Responsibilities
RFA 18-2329 Page 1 of 42
Exhibit F
Exhibit G
Exhibit H
Exhibit I
Exhibit J
Exhibit K
Schedule A
Form of Mortgage and Security Agreement
Form of Declaration of Restrictive Covenants
Form of Rent Regulatory Agreement
S ignage Requirements
Construction Insurance Requirements
No Finder's Fee Affidavit
Schedule of Permitted Financing
RECITALS
WHEREAS, the Project Sponsor is the owner of a fee simple interest in the real property
("Property") described in Exhibit "A." The Project Sponsor is constructing a new affordable
housing project to be known as Residences at Dr. King Boulevard (the "Project") that will increase
the supply of rental housing units for Extremely Low, Very Low, Low, and Workforce Income
Households (ranging from 30% to 140% of AMI), by providing additional affordable rental units.
WHEREAS, on September 27, 2019, the City's HCLC approved an allocation of Miami
Forever Bond ("Bond") funds in the amount of $2,000,000.00 for the construction of affordable
and workforce housing; and
WHEREAS, the City and the Project Sponsor intend and agree that the Bond, Funds be
subject to the terms and conditions of this Agreement.
NOW THEREFORE, in consideration of the mutual covenants and obligations herein
contained, and subject to the terms and conditions hereinafter stated, the parties heretoainderstand
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 for Extremely Low, Very Low, Low, and
Workforce Income individuals. The Affordability Period of
this Project will be thirty (30) years commencing on Close -
Out of the Project.
1.2 Affordable: A project or unit that satisfies the requirements set forth in
24 C.F.R. Part 570.
1.3 Assisted Unit(s) or Bond
Assisted Unit(s) or City
RFA 18-2329 Page 2 of 42
Assisted Units:
1.4 Bond Documents or
Loan Documents:
All of the Project's one hundred twenty (120) residential
apartment units are set aside for occupancy by Extremely
Low, Very Low, Low, and Workforce Income Households
pursuant to the Bond Requirements throughout the
Affordability Period. Twenty-four (24) units shall be
occupied by households with incomes at or below thirty
percent (30%) of the median income for the area, as
determined by Florida Housing Finance Corporation
("FHFC"), with adjustments and certain exceptions as
provided by FHFC. Seventy-five (75) units shall be occupied
by households with incomes at or below sixty percent (60%)
of the median income for the area, as determined by FHFC,
with adjustments and certain exceptions as provided by
FHFC. Nine (9) units shall be occupied by households with
incomes at or below eighty percent (80%) of the median
income for the area, as determined by FHFC, with
adjustments and certain exceptions as provided by FHFC.
Twelve (12) units shall be occupied by households with
incomes at or below one hundred forty percent (140%) of the
median income for the area, as determined by FHFC, with
adjustments and certain exceptions as provided by FHFC.
Income Restrictions apply to these units as provided in this
Agreement, the Covenant, the other Bond Documents and
the Legal Requirements.
This Agreement and all other documents that may now or
hereafter evidence or secure the Bond Funds, together with
other documents executed in connection therewith or
presented by the Project Sponsor to the City in connection
therewith or herewith, and all amendments, extensions and
renewals to any of the foregoing.
1.5 Bond Funds, or, the Loan: The loan in the amount of $2,000,000.00 from the City to the
Project Sponsor for Project construction.
1.6 Bond Program:
1.7 Bond Requirements:
RFA 18-2329
The program guidelines passed and adopted on March 14,
2019 by the City of Miami Commission in Resolution R-19-
0111, and any amendments thereto, and the program
guidelines passed and adopted on July 25, 2019 by the City
of Miami Commission in Resolution R-19-0325, and any
amendments thereto.
The requirements contained in (i) City of Miami Resolution
R-19-0111 adopted by the City of Miami Commission on
March 14, 2019, and any and all exhibits and amendments
thereto, (ii) City of Miami Resolution R-19-0062 adopted by
Page 3 of 42
1.8 Code:
1.9 Close -Out of the Project
or Project Completion:
1.10 Contract Records:
the City of Miami Commission on February 14, 2019, and
any and all exhibits and amendments thereto, and (iii) the
Miami Forever Bond Validation Final Judgment that was
recorded on December 27, 2019 in Official Records Book
31743 at Page 4365 of the Public Records of Miami -Dade
County, Florida.
The Internal Revenue Code of 1986, as amended, and any
successor statute, as it applies to low income housing credit
dollar amounts, together with all applicable final, temporary
proposed U.S. Treasury Regulations and Revenue Rulings
thereunder.
The date on which the Project has obtained all of the required
Certificate(s) of Occupancy and all Assisted Units have been
leased to eligible 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 in carrying out the duties
and obligations required by the terms of this Agreement,
including, but not limited to, financial books and records,
ledgers, awnings, maps, pamphlets, designs, electronic
tapes, computer drives and diskettes or surveys.
1.11 Effective Date: The date on which the City Clerk's attestation is affixed to
this Agreement.
1.12 HUD: The U.S. Department of Housing and Urban Development.
1.13 Legal Requirements:
The Bond Requirements, the Miami Forever Bond
Validation Final Judgment that was recorded on December
27, 2019 in Official Records Book 31743 at Page 4365 of
the Public Records of Miami -Dade County, Florida, the
Rules of the Florida Housing Finance Corporation, and any
requirements imposed by the City and all local, state and
federal requirements relating thereto and/or pertaining to the
development, construction and/or operation of the Project
under the Bond Program.
RFA 18-2329 Page 4 of 42
1.14 Mortgage:
1.15 Payment Date:
1.16 Proiect:
1.17 Property:
1.18 Term:
1.19 The Covenant:
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."
Absent an event of default, the payment of the principal and
any accrued interest on the loan will be deferred to the end
of the Affordability Period, at which time the principal and
accrued interest are due and payable (if not due sooner by
reason of acceleration).
New construction of affordable housing located on the
Property, commonly known as the Residences at Dr. King
Boulevard. The project will consist of a total of one hundred
twenty (120) Bond Assisted Units, comprised entirely of
one-bedroom/one-bathroom residential apartment units.
Twenty-four (24) of the Project units shall be for households
with incomes at or below thirty percent (30%) of the median
income for the area, as determined by FHFC, with
adjustments and certain exceptions as provided by FHFC.
Seventy-five (75) of the Project units shall be for households
with incomes at or below sixty percent (60%) of the median
income for the area, as determined by FHFC, with
adjustments and certain exceptions as provided by FHFC.
Nine (9) of the Project units shall be for households with
incomes at or below eighty percent (80%) of the median
income for the area, as determined by FHFC, with
adjustments and certain exceptions as provided by FHFC.
Twelve (12) of the Project units shall be for households with
incomes at or below one hundred forty percent (140%) of the
median income for the area, as determined by FHFC, with
adjustments and certain exceptions as provided by FHFC.
Income Restrictions apply to these units as provided in this
Agreement, the Covenant, the other Bond Documents and
the Legal Requirements.
The real property located in Miami, Florida, as legally
described in Exhibit "A" attached hereto and incorporated
herein.
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 executed by the
Borrower and to be recorded in the Public Records of
Miami -Dade County, Florida to ensure that all of the Project
RFA 18-2329 Page 5 of 42
1.20 Extremely Low
Income Household:
units will qualify and remain Affordable during the
Affordability Period.
A person or household whose annual income .does not
exceed thirty percent (30%) of the median income for the
area, as determined by FHFC with adjustments for smaller
and larger families and with certain exceptions as provided
by FHFC.
1.21 The Note: The Promissory Note of even date herewith evidencing the
Loan, executed by the Project Sponsor in favor of the City.
1.22 Very Low Income
Household:
1.23 Permitted Senior
Financing:
A person or households with income at or below sixty
percent (60%) of the median income for Miami -Dade
County, FL as determined by FHFC, with adjustments and
certain exceptions as provided by FHFC.
The loan(s) specified to be senior to the Loan as seen in
Schedule A, attached hereto and incorporated herein, and
shall include refmiancing of such senior loans, provided that
the amount of the refmancing loan(s) does not exceed the
then outstanding loan amount of the loan being refinanced.
1.24 General Partner/Manager: The General Partner/Manager of the Project Sponsor, being
initially, APC Residences at Dr. King Boulevard, LLC, a
Florida limited liability company, and MLK 62nd Street
Apartments GP, LLC, a Florida limited lability company.
1.25 Low Income Household: A person or households with income at or below eighty
percent (80%) of the median income for Miami -Dade
County, FL as determined by FHFC, with adjustments and
certain exceptions as provided by FHFC.
1.26 Workforce Income
Household: A person or households with income at or below one under
forty percent (140%) of the median income for Miami -
Dade County, FL as determined by FHFC, with
adjustments and certain exceptions as provided by FHFC.
ARTICLE II
BOND FUNDS
Upon satisfaction of all conditions set forth herein, the City shall disburse the Bond Funds
to the Project Sponsor for the purposes herein set forth.
RFA 18-2329 Page 6 of 42
2.1 USE OF FUNDS. The Project, consisting of one hundred twenty (120) rental units, are all
for Extremely Low Income Households to Workforce Income Households (ranging from 30% to
140% of AMI). All Project units shall be set aside for Extremely Low Income Households, Very
Low Income Households, Low Income Households, and Workforce Income Households as Bond
Assisted Units.
The Bond Funds shall be used for capital construction costs in accordance with the Scope
of Work attached hereto as Exhibit "B" and the Budget attached hereto as Exhibit "C". No portion
of the Bond Funds shall be used for operating expenses of the Project.
2.2 COSTS INCURRED BY THE CITY. Notwithstanding any other provision of this
Agreement, the Project Sponsor understands and agrees that $10,000.00 of the Bond Funds
awarded to the Project shall be withheld from the first disbursement and used by the City to cover
costs incurred by the City in administering this Agreement ant the Bond Program. Such costs may
include, but are not limited to, environmental advertising costs, signage and recording fees. The
$10,000.00 will be charged to the Project; any unused portion shall be automatically de -obligated
and retained by the City.
2.3. COMMITMENT FEE. Project Sponsor agrees to pay the City a $5,000.00 commitment
fee prior to the disbursement of any Bond Funds.
2.4. RETAINAGE. 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 Project Sponsor's sole cost, a final cost
certification prepared by an independent certifiec public accountant, both in a form and substance
acceptable to the City.
2.5 DISBURSEMENT. The Bond Funds shall be disbursed in accordance with the Budget
attached hereto and incorporated herein as Exhibit "C" and in the manner set forth in that certain
Disbursement Agreement of even date herewith, a copy of which is attached hereto and
incorporated herein as Exhibit "D" (the "Disbursement Agreement"). Bond Funds shall not be
disbursed until the City receives evidence that the Project Sponsor has acquired the approved
permits for the entire Project.
Notwithstanding any provision herein or in any of the Loan Documents to the contrary, the
Bond Funds shall not be available for disbursement hereunder until an environmental clearance
report, in a form satisfactory to the City ("Environmental Clearance Report"), is received by the
City or confirmation of exempt status has been obtained for the Project. This Agreement and the
City's obligations hereunder and under any and all of the Loan Documents, including, but not
limited to, the City's obligation to disburse Bond Funds hereunder, shall automatically terminate
in the event that within six (6) months of the Effective Date hereof such Environmental Clearance
Report or confirmation of exempt status has not been obtained for the Project.
2.6 REPAYMENT OF BOND FUNDS. Absent an Event of Default, payment of principal, and
interest set forth in the Loan Documents shall not be required throughout the Affordability Period,
however, commencing upon Close -Out of the Project and continuing until the expiration of the
Affordability Period, interest on the Bond Funds outstanding shall accrue at the rate of three
RFA 18-2329 Page 7 of 42
percent (3%) per annum. The principal and any accrued interest will be deferred to the end of the
thirty (30)-year Affordability Period, at which time the principal and accrued interest are due and
payable, unless payable sooner upon acceleration as provided herein. Payment or reimbursement
of the City's expenses as provided in Section 7.1 hereof shall not be deferred.
2.7 DISBURSEMENT OF BOND FUNDS: The City shall disburse Bond Funds upon the
following: Eligible Project costs will be reimbursed with the submission of the appropriate request
for payment form and all relevant partial releases of lien for the previous draw down. The fmal
reimbursement request must include the fmal release of liens and also a certification by the general
contractor and each subcontractor that there has been no kick -back according to the form that will
be provided by the City.
ARTICLE III
DISBURSEMENT REQUIREMENTS
3.1 CONDITIONS OF DISBURSEMENT OF BOND FUNDS. The City shall not be obligated
to disburse the Bond Funds, in accordance with Exhibit D, unless and until the City has received
the following:
3.1.1 Title Insurance. A title insurance commitment issued by a title insurance company
acceptable to the City identifying the City's insurable interest in the Property,
together with copies of all instruments which appear as exceptions therein. The title
commitment and policy shall be issued without exceptions, except for those
exceptions permitted by the City, and 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 Corporate Documents.
(a) The partnership agreement, or its equivalent, as appropriate, and a good
standing certificate for the Project Sponsor and its General Partner, certified
by the appropriate governmental authority.
(b) Resolutions, and incumbency certificates, or, in the case of a partnership,
their equivalent, for the Project Sponsor and its General Partner certified by
the Corporate Secretary or other authorized signer, authorizing the
consummation of the transactions contemplated hereby, all satisfactory to
the City.
RFA 18-2329 Page 8 of 42
(c) Evidence satisfactory to the City that the Project Sponsor and any partner
of such entity is qualified to receive funds under the Bond Program in
accordance with the Bond Requirements.
3.1.5 Insurance Policies. The Project Sponsor shall obtain and furnish evidence of
insurance coverage as the City may require in connection with the Project, which
may include, but is not limited to, the following:
(a) Commercial General Liability with limits of not less than $1,000,000.00 per
occurrence and $2,000,000.00 aggregate, protecting against property
damage, advertising injury claims, personal injury and bodily injury,
including death. The Public Records of Miami -Dade County, Florida policy
shall be written on a primary and non-contributory basis and shall further
list the City as an additional insured.
(b) Business Auto Liability affording coverage on all owned autos, including
hired and non -owned auto exposures with limits of $1,000,000 per accident.
The City shall be listed as an additional insured.
(c) Workers' Compensation and Employer's liability coverage subject to the
statutory limits as required by the laws of the State of Florida.
The Project Sponsor shall be required to obtain and maintain at all times the
insurance coverage outlined under this section, and shall further furnish evidence
to the City of such. In addition, the Project Sponsor shall require its contractors to
furnish certificates of insurance in accordance to Exhibit "J." All such policies shall
provide the City with a written notice of cancellation 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 fourteen (14) calendar days prior to the start of Project shall
delay the disbursement of the Bond Funds.
3.1.6 Operative Documents. This Agreement, the Note, the Mortgage, the Covenant, the
Rent Regulatory Agreement, the Disbursement Agreement, and any and all other
Loan Documents shall be duly and lawfully executed by the Project Sponsor, as
applicable, and in recordable form, where appropriate.
3.1.7 Appraisal. A current appraisal of the Property made by a member of the American
Institute of Real Estate Appraisers.
3.1.8 List of Contractors and Subcontractors. A list of all of the Project contractors and
subcontractors as of the date of execution of this Agreement, and copies of all
RFA 18-2329 Page 9 of 42
contracts in excess of $10,000 for the performance of services or the supply of
materials in connection with the Project to be funded pursuant to this Agreement.
3.1.9 Compliance with Bond Requirements. All other documents required by the Bond
Program evidencing compliance with Bond Requirements.
3.1.10 Historic Preservation Review. All applicable requirements of the State of Florida
Historic Preservation Department shall have been met prior to the disbursement of
any funds hereunder.
3.1.11 Environmental Report. The Project Sponsor shall submit all information requested
by the City with respect to the Project including, but not limited to, Phase I and
Phase II Environmental Assessment Reports, as applicable.
3.1.12 Audit Report. The Project Sponsor shall submit to the City audit reports as are
required herein.
3.1.13 Personnel Policies and Administrative Procedure Manuals. The Project Sponsor
shall submit detailed documents describing the Project Sponsor's internal corporate
organizational structure, property management and procurement policies and
procedures, personnel management, accounting policies and procedures, etc. Such
information shall be submitted to the City within thirty (30) days of the execution
of this Agreement and prior to the disbursement of any funds hereunder.
3.1.14 Certificate Regarding Lobbying. Such Certificate Regarding Lobbying as may be
requested by the City.
3.1.15 Certificate Regarding Debarment, Suspension, and Other Responsibility Matters.
Such Certificate Regarding Debarment, Suspension and Other Responsibility
Matters as may be requested by the City.
3.1.16 Public Entity Crime Affidavit. Such Public Entity Crime Affidavit as may be
required by the City.
3.1.17 Environmental Clearance. Project construction must not commence, or if
construction had commenced at the time of application for Bond Funds,
construction must cease immediately, until City has conducted an environmental
review and has issued a certification, or its functional equivalent, in writing, to
Project Sponsor.
3.1.18 Project Sponsor Compliance. The Project Sponsor (or any related entity) shall be
in full compliance with the requirements of other funded City projects that are either
under construction or in their affordability periods, including, but not limited to,
the requirements of OMB Circular No. A-133 and any other reporting and insurance
requirements imposed by the City for those projects.
RFA 18-2329 Page 10 of 42
3.1.19 Delivery of Other Documents. All other documents required by the City.
3.2. This Agreement shall be governed by the insurance requirements set forth in Exhibit "J"
and any applicable provisions set forth in Article III.
ARTICLE IV
BOND REOUIREMENTS
The Project Sponsor shall comply with the following Bond Requirements:
4.1 GENERAL.
4.1.1 The Project Sponsor shall maintain current documentation that its activities qualify
under the Bond Requirements and the Bond Program.
4.1.2 The Project Sponsor shall ensure and maintain documentation that conclusively
demonstrates that each activity assisted in whole or in part with Bond Funds is an
activity which benefits Extremely Low, Very Low, Low, and Workforce -Income
Households as defined herein.
4.1.3 INTENTIONALLY OMITTED
4.1.4 The Project Sponsor shall agree in writing to comply with any and all requirements
as may be set forth in the Site Environmental Clearance Statement executed in
connection herewith.
4.1.5 The Project Sponsor shall cooperate with the City in informing the appropriate
citizen participation structures, including the appropriate area committees, of the
activities of the Project Sponsor in adhering to the provisions of this Agreement.
Representatives of the Project Sponsor shall attend meetings of the appropriate
citizen participation committees/structures upon the request of citizen participation
officers or the City.
4.1.6 The Project Sponsor shall, to the greatest extent possible, give low and moderate
income residents of the service community opportunities for training and
employment.
4.1.7 The Project Sponsor shall comply with all applicable displacement and relocation
requirements.
4.2 REAL PROPERTY.
4.2.1 The following restrictions shall apply to all real property acquired or improved in
whole or in part with Bond Funds. The property must either be:
RFA 18-2329 Page 11 of 42
(a) Used in compliance with at least one of the Bond Programs, used in
compliance with the Covenant, and used in compliance with the Bond
Requirements, or
(b) If not used in accordance with paragraph (a) above, then that shall constitute
an event of default and Project Sponsor shall pay to the City an amount
equal to the amount of Bond Funds disbursed at the time of default plus
accrued interest.
4.2.2 The following shall be a condition precedent to the execution and delivery of this
Agreement and the other Bond Documents: All real property purchased in whole
or in part with funds for this and previous Agreements with the City, or transferred
to the Project Sponsor after being purchased in whole or in part with funds from
the City, shall be listed in the property records of the Project Sponsor and shall
include: a legal description; size; address and location; owner's name if different
from the Project Sponsor; information on the transfer or disposition of the property;
and a map indicating whether property is in parcels, lots, or blocks and showing
adjacent streets and roads. The property records shall describe the programmatic
purpose for which the property was acquired and identify the Bond Program
activity that will be completed. If the property was improved, the records shall
describe the programmatic purpose for which the improvements were made and
identify the Bond Program activity that will be completed.
4.3 PERSONAL PROPERTY. Ownership of all non -expendable personal property purchased
in whole or in part with Bond Funds given to the Project Sponsor pursuant to the terms of this
Agreement shall vest in the City.
4.3.1 Defmitions.
(a) Personal Property. Personal Property of any kind except real property:
1) Tangible. All personal property having physical existence.
2) Intangible. All personal property having no physical existence such
as patents, inventions and copyrights.
(b) Non -expendable Personal Property. Tangible personal property of a non-
consumable nature, with a value of $500 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:
RFA 18-2329 Page 12 of 42
(a) All non -expendable personal property purchased in whole or in part with
funds from this and previous contracts with the City shall be listed in the
property records of the Project Sponsor and shall include: a description of
the property; location; model number; manufacturer's serial number; date of
acquisition; funding source; unit cost; property inventory number;
information on its condition; and information on the transfer, replacement,
or disposition of the property.
(b) All non -expendable personal property purchased in whole or in part with
funds from this and previous contracts with the City shall be inventoried
annually by the Project Sponsor in an inventory report submitted to the City
when and as requested by the City. The inventory report shall include the
elements listed in Paragraph 4.3.2(a), above.
(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 or personal property purchased in whole or in part with Bond Funds, and
shall dispose of all such property in accordance with instructions from the City. Those instructions
may require the return of all such property to the City.
4.5 GENERAL CONTRACTORS, SUBCONTRACTS AND ASSIGNMENTS.
4.5.1 The Project Sponsor shall ensure that all contracts with contractors, subcontractors
and assignments funded with the Bond Funds:
(a) Identify the full, correct, and legal name of all parties;
(b) Describe the activities to be performed;
(c) Present a complete and accurate breakdown of its price component;
(d) Incorporate a provision requiring compliance with all applicable regulatory
and other requirements of this Agreement, and with any other conditions
and/or approvals that the City may deem necessary. The requirements of
this paragraph apply to subcontracts and assignments in which parties are
engaged to carry out any eligible substantive programmatic service, as may
be defined by the City, set forth in this Agreement. The City shall in its sole
and absolute discretion determine when services are eligible substantive
programmatic services and subject to the audit and record -keeping
requirements described in this Agreement; and
RFA 18-2329 Page 13 of 42
(e) Incorporate the language of the Certificate Regarding Lobbying executed in
connection herewith.
4.5.2 The Project Sponsor shall incorporate in all consultant and other subcontracts the
following provision:
[Project Sponsor) is not responsible for any insurance or other fringe benefits, e.g.,
social security, income tax withholding, retirement or leave benefits, for the
consultant or employees of the consultant that are normally available to direct
employees of [Project Sponsor]. The consultant assumes fill responsibility for the
provision of all insurance and fringe benefits for himself/herself/itself and for
employees retained by the consultant in carrying out the Scope of Work provided
in this subcontract.
4.5.3 The Project Sponsor shall be responsible for monitoring the contractual
performance of all subcontracts.
4.5.4 The Project Sponsor shall submit to the City for its review and confirmation any
subcontract engaging any party who agrees to carry out any substantive
programmatic activities, to ensure its compliance with the requirements of this
Agreement. The City's review and confirmation shall be obtained prior to the
release of any funds for the Project Sponsor's subcontractor(s).
4.5.5 The Project Sponsor shall receive written approval from the City prior to either
assigning or transferring any obligations or responsibility set forth in this
Agreement.
4.5.6 Approval by the City of any subcontract or assignment shall not under any
circumstances be deemed to be the City's agreement to incur any obligations in
excess of the total dollar amount agreed upon in this Agreement.
4.5.7 The Project Sponsor and its subcontractors shall comply with the Davis -Bacon Act,
if applicable, the Copeland Anti -Kick Back Act, the Contract Work Hours and
Safety -Standards Act, the Lead -Based Paint Poisoning Prevention Act, the
Residential Lead Based Paint Hazard Reduction Act of 1992 (and implementing
regulations at 24 C.F.R. Part 35) and any other applicable laws, ordinances and
regulations.
4.5.8 INTENTIONALLY OMITTED
4.6 REPORTING OBLIGATIONS. The Project Sponsor is subject to compliance reporting
requirements related to previously funded City projects which are under construction or in
the affordability period including applicable Office of Management and Budget (OMB)
Circular(s) reporting and current insurance certificates.
4.6.1 The Project Sponsor shall submit, as required by the City, the following:
RFA 18-2329 Page 14 of 42
4.6.1.1 Progress Reports. The Project Sponsor shall submit status reports and
projected completion dates to describe the progress made by the Project Sponsor in
achieving each of the objectives identified in Exhibit "B." The Project Sponsor shall
also submit an Earned Income Report in such form as may be required by the City.
Both the Progress Report and the Earned Income Report shall be provided to the
City on a quarterly basis until the Project Completion.
4.6.1.2 Inventory Report. The Project Sponsor shall report all real property and
all non -expendable personal property as specified in Paragraphs 4.2 and 4.3 hereof.
Such report shall be submitted as requested by the City.
4.6.1.3 Affirmative Action Plan. The Project Sponsor shall report to the City
such information relative to the equality of employment opportunities whenever
requested by the City.
4.6.1.4 Assurance of Compliance with Section 504 of the Rehabilitation Act.
The Project Sponsor shall report on compliance with section 504 of the
Rehabilitation Act, whenever requested by the City.
4.6.1.5 Affirmative Marketing Plan and Report. The Project Sponsor shall
report to the City annually on all actions taken to comply with the affirmative
marketing requirements provided in Exhibit E.
4.6.1.6 List of Subcontractors. The Project Sponsor shall provide a list of all
Project contractors and subcontractors, and copies of all contracts in excess of
$10,000 for the performance of services or the supply of materials in connection
with the Project.
4.6.1.7 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.
4.6.1.8 All such other reports as may be reasonably requested by the City.
4.6.2 Federal, State and County Laws and Regulations.
4.6.2.1 The Project Sponsor shall comply with all applicable uniform
administrative requirements as described in 24 C.F.R §570.502.
4.6.2.2 The Project Sponsor shall carry out each activity in compliance with all
Federal laws, regulations and requirements described in subpart K of 24 C.F.R. Part
570, except that the Project Sponsor does not assume: (1) the City's environmental
responsibilities described in Section 570.64 and, (2) the City's responsibility for
initiating the review process under the provisions of 24 C.F.R. Part 52.
RFA 18-2329 Page 15 of 42
4.6.2.3 The Project Sponsor shall comply with all applicable federal laws,
regulations and requirements including, but not limited to: 24 C.F.R. Part 570; 24
C.F.R. Part 85, Section 504 of the Rehabilitation Act of 1973, as amended, which
prohibits discrimination on the basis of handicap; Title VI of the Civil Rights Act
of 1964, as amended, which prohibits discrimination on the basis of race, color, or
national origin; the Age Discrimination Act of 1975, as amended, which prohibits
discrimination on the basis of age; Title VIII of the Civil Rights Act of 1968, as
amended, and Executive Order 11063, which prohibits discrimination in housing
on the basis of race, color, religion, sex, or national origin; Executive Order 11246,
which requires equal employment opportunity; and with the Energy Policy and
Conservation Act (Pub. L. 94-163), which requires mandatory standards and
policies relating to energy efficiency.
4.6.2.4 If the amount payable to the Project Sponsor pursuant to the terms of this
Agreement is in excess of $100,000.00, the Project Sponsor shall comply with all
applicable standards, orders, or regulations issued pursuant to the Clean Air Act of
1970 (42 U.S.C. 7401 et. seq.), as amended; the Federal Water Pollution Control
Act (33 U.S.C. 1251), as amended; Section 508 of the Clean Water Act (33 U.S.C.
1368); Environmental Protection Agency regulations (40 C.F.R. Part 15); and
Executive Order 11738.
4.6.3 Audits, Other Information and Records.
4.6.3.1 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 fmancial statements.
RFA 18-2329 Page 16 of 42
Subject to paragraph 7.1(i), a late fee of $500 will be assessed by the City for failure
to submit any of the required audited fmancial statements or the certification each
year as required.
Upon request, the Project Sponsor shall also furnish to the City unaudited financial
statements of the Project Sponsor certified by the Project Sponsor's principal
financial or accounting officer, covering such fmancial matters as the City may
request, including without limitation, monthly statements with respect to the
Project.
4.6.3.2 The Project Sponsor shall ensure that the Contract Records shall be at all
times subject to and available for full access and review, inspection or audit by the
City and federal personnel and any other personnel duly authorized by the City.
4.6.3.3 The Project Sponsor shall include in all Project subcontracts, each of the
record keeping and audit requirements detailed in this Agreement. The City shall
in its sole discretion determine when services are subject to the audit and
recordkeeping requirements described above.
4.6.3.4 The Project Sponsor shall include in all subcontracts to carry out any
eligible substantive programmatic services, as such services are described in this
Agreement and defined by the City, each of the record keeping and audit
requirements detailed in this Agreement. The City shall in its sole discretion
determine when services are eligible substantive programmatic services and subject
to the audit and recordkeeping requirements described above.
4.7 RECORDS. The Project Sponsor shall establish and maintain sufficient records to enable
the City to determine whether the Project Sponsor has met requirements of the Bond Program and
this Agreement. The Project Sponsor shall maintain all Contract Records in accordance with
generally accepted accounting principles, procedures, and practices, which records shall
sufficiently and properly reflect all revenues and expenditures of funds provided directly or
indirectly by the City pursuant to the terms of this Agreement.
At a minimum, the following records shall be maintained by the Project Sponsor:
4.7.1 Records providing a full description of each activity assisted (or being assisted)
with Bond Funds, including its location (if the activity has a geographical locus),
the amount of Bond Funds budgeted, obligated and expended for the activity, and
the specific provision of the Bond Program under which the activity is eligible.
4.7.2 Records demonstrating that each activity undertaken meets at least one of the
criteria set forth in the Bond Program.
4.7.3 Records that demonstrate compliance with all applicable requirements relating to
the use of real property acquired or assisted with Bond Funds.
RFA 18-2329 Page 17 of 42
4.7.4 Records that demonstrate compliance with all applicable requirements relating to
acquisition, displacement, relocation and relocation housing.
4.7.5 Records containing data on the extent to which each racial and ethnic group and
single -headed households (by gender of household head) have applied for,
participated in, or benefited from, any program or activity funded in whole or in
part with Bond Funds.
4.7.6 Records containing data indicating the race and ethnicity of households (and gender
by single heads of household) displaced as a result of Bond funded activities,
together with the address and census tract of the housing units to which each
displaced household relocated.
4.7.7 Documentation of actions undertaken to meet the requirements of 24 C.F.R.
§570.607(b), which implements Section 3 of the Housing Development Act of
1968, as amended (12 U.S.C. 1701U), relative to the hiring and training of low and
moderate income persons and the use of local businesses.
4.7.8 Data indicating the racial/ethnic character of each business entity receiving a
contract or subcontract of $25,000 or more paid, or to be paid, with Bond Funds,
and such additional information as is required pursuant to 24 C.F.R §570.506(g)(6).
4.7.9 Financial records in accordance with the applicable requirements listed in 24 C.F.R.
§570.502.
4.7.10 Records required to be maintained in accordance with other applicable laws and
regulations including but not limited to those that are set forth in Subpart K of 24
C.F.R. part 570.
4.8 RETENTION AND ACCESSIBILITY OF RECORDS.
4.8.1 The City shall have the authority to review the Contract Records throughout the
Retention Period (as hereinafter defined). All books of account and supporting documentation shall
be kept by the Project Sponsor at least until the expiration of the Retention Period.
The Project Sponsor shall maintain records sufficient to meet the requirements of 24 C.F.R.
Part 570. All records and reports required herein shall be retained and made accessible as provided
hereunder.
The Project Sponsor shall ensure that the Contract Records shall be at all times subject to
and available for full access and review, inspection and audit by the City and any other personnel
duly authorized by the City.
RFA 18-2329 Page 18 of 42
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE PROJECT SPONSOR
The Project Sponsor represents and warrants to the City as follows:
5.1 ORGANIZATION AND EXISTENCE. The Project Sponsor is a Florida limited
partnership duly organized, validly existing and in good standing under the laws of the State of
Florida, and has full power and authority to conduct its business as presently conducted, to receive
the Bond Funds and operate the Project.
The Project shall comply with all applicable Bond Requirements. The Project Sponsor has
full power and authority to perform the provisions hereof and of its agreements and undertakings
with the City and to perform the transactions contemplated hereby, and such execution and
performance have been duly authorized by all necessary corporate or other approvals and actions.
5.2 CORRECTNESS OF DOCUMENTS. The cost estimates, Budget, schedules, and all other
documents furnished to the City in accordance with the Bond Program, this Agreement, and/or the
other Bond Documents, are true and correct in all material respects and accurately set forth the
facts contained therein and neither misstate any material fact, nor, separately or in the aggregate,
fail to state any material fact necessary to make the statements made therein not misleading.
5.3 ABSENCE OF PROCEEDINGS, ACTIONS AND JUDGMENTS. There are no
conditions, circumstances, events, agreements, documents, instruments, restrictions, actions, suits
or proceedings pending or threatened against or affecting the Project Sponsor, the Project or the
Property which could adversely affect the Project Sponsor's ability to comply with the Bond
Program, complete or operate the Project or to perform its obligations hereunder or which would
constitute an Event of Default hereunder or under the other Bond Documents regardless of the
giving of notice or the passage of time or both. There are no outstanding or unpaid judgments or
arbitration awards against the Project Sponsor.
5.4 NON -DEFAULT. The Project Sponsor is not in default or violation with respect to any
Legal Requirement, nor is it in default under or in material breach of any instrument or agreement
to which it is a party or by which it otherwise may be bound. The execution and delivery of this
Agreement and the other Bond Documents, the consummation of the other transactions
contemplated hereby, and the development of the Project as contemplated hereby and by the other
Bond Documents: (i) do not and will not conflict with or result in violation of any Legal
Requirement or in the breach or default under any indenture, contract, agreement or other
instrument to which the Project Sponsor is a party or by which it may be bound; and (ii) have been
duly authorized by all necessary actions and approvals, whether corporate or otherwise.
5.5 VALID OBLIGATIONS. This Agreement and all of the other Bond Documents, when
executed and delivered, shall constitute the duly authorized, legal, valid and binding obligations
of the Project Sponsor and will be enforceable in accordance with their respective terms.
5.6 MARKETABLE TITLE. The Project Sponsor has good and marketable title to the
Property, subject only to: (a) the exceptions and other matters set forth in that certain Title
RFA 18-2329 Page 19 of 42
Insurance Commitment (Order Number 7423210), issued by Fidelity National Title Insurance
Company, effective as of July 16, 2020 at 8:00am, 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 as set forth
in the Title Commitment and Exceptions.
5.9 SCOPE OF WORK. The Scope of Work is complete in all respects, and contains all details
requisite for the Project which, when built and equipped in accordance therewith, shall be ready
for the intended use and occupancy thereof.
5.10 LEASES. There are no leases, tenancies, licenses or agreements for use of any part of the
Property other than as specifically disclosed to and approved by the City, which, for avoidance of
doubt (and which the City hereby acknowledges and agrees), are limited to the leases for the rental
of each Bond Assisted Unit each which may be entered into from time to time and the Master
Commercial Lease attached as Exhibit J to the Project Sponsor's Amended and Restated
Agreement of Limited Partnership (the "Partnership Agreement"); all subleases must support the
Affordable nature of the Project.
5.11 PENDING ASSESSMENTS. The Project Sponsor has no knowledge of any pending or
proposed governmental action that would impair the operation or value of the Project or result in
a special assessment against the Project.
5.12 WASTE. The Project Sponsor shall not commit nor suffer waste nor negligence on the
Project.
5.13 FRAUD. No fraud by the Project Sponsor has occurred in the qualification of the Project,
the Project Sponsor, the Borrower, and/or the Property under the Bond Program, the negotiation
of this Agreement and the other Bond Documents, nor in the transactions contemplated hereby.
5.14 NO CASUALTY. No part of the Property and/or the Project has been damaged or has been
subjected to condemnation or other proceedings, and no such proceedings have been threatened.
RFA 18-2329 Page 20 of 42
5.15 NO CHANGES. There have been no material adverse changes in projected costs and
expenses of or from the Project or in the occupancy of the Property or any other features of the
transactions contemplated hereby as submitted to the City.
5.16 COMPLIANCE WITH LAWS AND REGULATIONS. The Project Sponsor will comply
at all times with all Legal Requirements. The Project Sponsor will comply at all times with the
Bond Requirements affecting the ownership, use, construction, lease and operation of the Project.
5.17 OTHER PROJECT FINANCING. The Project Sponsor has not applied for nor received,
and does not otherwise have available, in connection with the Project any other financing/funding,
except for those funds, loans and/or loan commitment previously identified in writing to, and
approved by, the City as set forth in the attached Schedule A ("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 each draw of the Bond Funds
hereunder shall be deemed to be a reaffirmation of each of the representations and warranties given
in this Agreement.
ARTICLE VI
PROJECT SPONSOR'S OBLIGATIONS
6.1 SCOPE OF WORK. The Project Sponsor shall perform the Scope of Work as set forth
herein and on Exhibit "B" attached. The Bond Funds shall be used exclusively for Project related
construction costs, in accordance with the budget for such costs as approved by the City.
The Project Sponsor shall: (a) commence construction within six (6) months from the
Effective Date of the Agreement; (b) obtain all certificates of occupancy required for the Project
within eighteen (18) months from the Effective Date; (c) have all City Assisted Units rented within
twelve (12) months after the issuance of Project's certificate(s) of occupancy, but in no event later than
thirty (30) months from the Effective Date; and (d) have the Project inspected by an authorized City
Inspector and receive the appropriate clearance or certification that the construction work adheres
to and conforms with the applicable City, county or state requirements, including, without
limitation, applicable building code requirements.
The Project Sponsor shall: (a) meet all of its obligations hereunder and under all of the
Loan Documents executed in connection herewith, (b) rent all Bond Assisted Units to Extremely -
Low, Very -Low, Low, and Workforce Income Households in accordance with the requirements
of this Agreement, and provide to the City a certified rent roll evidencing the same, (c) throughout
the Affordability Period, rent all of the Project units to Extremely -Low, Very -Low, Low, and
Workforce Income Households in accordance with the requirements of this Agreement, the Rent
Regulatory Agreement, a copy of which is attached as Exhibit "H", and the other Loan
Documents; and (d) throughout the Affordability Period, comply with all applicable Legal
Requirements and all applicable requirements hereof and in the other Loan Documents.
The tenant's portion of rents charged for Project units shall be limited as set forth in the
Rent Regulatory Agreement executed in connection herewith.
RFA 18-2329 Page 21 of 42
6.2 REPORTING OBLIGATIONS. The Project Sponsor shall submit to the City all reports as
described in Article 4 hereof, and all other reports that the City may reasonably require, in such
form, manner, and frequency as the City may require to monitor the progress of the Project and
the Project Sponsor's performance and compliance with this Agreement and all Legal
Requirements.
6.3 RETENTION OF RECORDS. The Project Sponsor shall retain all Contract Records for
five (5) years after expiration of the Affordability Period (hereinafter referred to as "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 fmally resolved.
(b) The Project Sponsor shall allow the City or any person authorized by the City full
access to and the right to examine any of the Contract Records during the Retention
Period.
(c) The Project Sponsor shall notify the City in writing, both during the pendency of
this Agreement and after its expiration termination, as part of the fmal closeout
procedure, of the address where all Contract Records will be retained.
6.4 PROVISION OF RECORD. All of the Contract Records are subject to the provisions of
Chapter 119, Florida Statutes, commonly referred to as the "Public Records Law." Should Project
Sponsor determine to dispute any public access provision required by Florida Statutes, then Project
Sponsor shall do so at its own expense and at no cost to the City.
IF PROJECT SPONSOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO PROJECT SPONSOR'S DUTY TO PROVIDE
PUBLIC RECORDS RELATING TO THIS AGREEMENT AS A PUBLIC CONTRACT,
PLEASE CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT TELEPHONE
NUMBER 305-416-1800, EMAIL: PUBLICRECORDS@MIAMIGOV.COM, AND MAILING
ADDRESS: PUBLIC RECORDS CIO OFFICE OF THE CITY ATTORNEY, 9TH FLOOR,
MIAMI RIVERSIDE CENTER, 444 S.W. 2ND AVENUE, MIAMI, FLORIDA 33130 OR THE
CITY'S DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT'S
CUSTODIAN OF RECORDS AT 2ND FLOOR, 14 NORTHEAST 1ST AVENUE, MIAMI,
FLORIDA 33132.
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
RFA 18-2329 Page 22 of 42
to, the right of royalty -free, non-exclusive, and irrevocable license to reproduce, publish, or
otherwise use, and to authorize others to use, the Contract Records for public purposes.
If the Project Sponsor receives funds from, or is under regulatory control of, other
governmental agencies and those agencies issue monitoring reports, regulatory examinations, or
other similar reports, the Project Sponsor shall provide a copy of each such report and any follow-
up communications and reports to the City immediately upon such issuance unless such disclosure
is a violation of those agencies' rules.
6.5 PRIOR APPROVAL. Project Sponsor shall obtain the City's prior written approval prior
to undertaking any of the following with respect to the Project Sponsor, the Project and/or the
Property:
(a) Except for the Permitted Senior Financing, the sale, assignment, pledge, transfer,
hypothecation or other encumbrance or disposition of any proprietary or beneficial
interest in the Project Sponsor, the Project, or the Project Sponsor's estate in the
Property, or any change in the operating control of the Project Sponsor, which shall
require the prior approval of the City's HCLC or the City Commission, as
appropriate. City hereby acknowledges the following subordinate loans: Miami -
County HOME funds in the amount of $938,963, and Miami -Dade County HOME
2019 allocation in the amount of $851,094, $2,053,447 Miami -Dade County Surtax
loan.
(b) The disposition of any real property or any expendable personal property or non -
expendable personal property as provided in Article 4, except for personal property
that suffers wear and tear and needs replacement, and is replaced.
(c) INTENTIONALLY OMITTED
(d) INTENTIONALLY OMITTED
(e) The disposal of any Contract Records during the Retention Period.
(f) Notwithstanding the foregoing or any other provision of this Agreement or any
other Loan Documents, and subject to the requirements of the following provisions
of this Section 6.5 (f), it shall not be an Event of Default under this Agreement and
the consent of the City is not required for (i) the transfer of the interests in Project
Sponsor owned by Wells Fargo Affordable Housing Community Development
Corporation ("Investor") in accordance with the terms of the Partnership
Agreement as it may be amended from time to time, so long as assignee has the
same managerial rights, authority, and obligations as the Investor, and has not been
debarred by the City of Miami and has been the perpetrator of a public entity crime
or (ii) the transfer of the ownership interests in Investor, so long as the managing
member, general partner or controlling shareholder of Investor is an affiliate of the
Investor and has the same rights, authority, and obligations of Investor.
RFA 18-2329 Page 23 of 42
Any transfer or removal/replacement described in the previous paragraph hereto
shall be subject to the following requirements: (A) the term "affiliate" shall mean
any entity of which a majority of the voting interests is owned, directly or
indirectly, by Investor, (B) any such transfer or removal/replacement shall be in
compliance with all applicable conflict of interest requirements, the Legal
Requirements and any other applicable requirements of this Agreement, and (C)
the Project Sponsor shall provide, or cause the Investor to provide the City with
written notice of such transfer or removal/replacement at least 15 days prior to its
occurrence.
The removal and replacement of the co -general partner and/or managing general
partner of Project Sponsor by its investor limited partner are permitted provided
that any successor co -general partner and/or managing general partner of Project
Sponsor or any successors to the principals of the co -general partner and/or
managing general partner of the Project Sponsor must be approved by the City,
which approval shall not be unreasonably withheld. A successor co -general partner
and/or managing general partner (or principal thereof) of the City will be approved
if such entity (and the principal(s) thereof) satisfies the following criteria and
submits the following information to the Project Sponsor prior to such removal or
replacement becoming effective: (a) evidence of sufficient experience and capacity
to manage affordable housing projects, or a property manager with experience in
managing at least 1,500 affordable housing units; (b) a signed statement by the
proposed successor entity and any principal thereof that neither has defaulted under
any deed, covenant, or regulatory agreement or any material fmancial obligation
with the Project Sponsor or any state or local housing finance agency in the State
of Florida within the past fifteen (15) years; and (c) a sworn statement by the
proposed successor entity or any principal thereof described in Section
287.133(3)(a), Florida Statutes relating to public entity crimes. The City shall
approve or disapprove of a prospective successor entity based upon the above
criteria within thirty (30) days of receipt of all such information listed above.
6.5.1 DISCRETION. The Director of the Department of Housing and Community
Development of the City of Miami shall have the discretion to approve and authorize, by way of
Memorandum to the City Manager, the execution of necessary documents to further Project Close -
Out, provided, however, that no material terms are affected.
6.6 MONITORING. The Project Sponsor shall permit the City and other persons duly
authorized by the City to inspect all Contract Records, facilities, goods, and activities of the Project
Sponsor that are in any way connected to the activities undertaken pursuant to the terms of this
Agreement, and/or to interview any clients, employees, subcontractors, or assignees of the Project
Sponsor. Following such inspection or interviews, the City will deliver to the Project Sponsor a
report of its 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.
RFA 18-2329 Page 24 of 42
6.7 CONFLICT OF INTEREST.
A. The Project Sponsor is aware of the conflict of interest laws of the City of Miami
(Code of the City of Miami, Florida, Chapter 2, Article V), of Miami -Dade County, Florida (Code
of Miami -Dade County, Florida, Section 2-11.1), and of the State of Florida (as set forth in Florida
Statutes), and agrees that it will fully comply in all respects with the terms thereof and any future
amendments.
B. The Project Sponsor covenants that no person or entity under its employ presently
exercising any functions or responsibilities in connection with this Agreement has any personal
fmancial interests, direct or indirect, with the City. The Project Sponsor further covenants that, in
the performance of this Agreement, no person or entity having such conflicting interest shall be
utilized in respect to the Scope of Work or services provided hereunder. Any such conflict of
interest(s) on the part of the Project Sponsor or its employees or associated persons or entities must
be disclosed to the City.
C. The Project Sponsor shall disclose any possible conflicts of interest or apparent
improprieties of any party under or in connection with the Legal Requirements, including the
standards for procurement.
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 Bond Program or this
Agreement, or who is in a position to participate in the decision -making process or gain inside
information regarding Bond -assisted activities, has any personal financial interest, direct or
indirect, in this Agreement, the proceeds hereunder, the Project or the Project Sponsor, either for
themselves or for those with whom they have family or business ties, during their tenure or for one
year thereafter.
6.8 RELATED PARTIES. The Project Sponsor shall report to the City the name, purpose for
and any other relevant information in connection with any related -party transaction. The term
"related party transaction" includes, but is not limited to, a transaction or relationship between the
Project Sponsor and a for -profit or nonprofit subsidiary or affiliate organization, an organization
with an overlapping board of directors, and an organization for which the Project Sponsor is
responsible for appointing memberships. The Project Sponsor shall report this information to the
City upon forming the relationship, or if already formed, shall report such relationship prior to or
simultaneously with the execution of this Agreement. Any supplemental information shall be
promptly reported to the City no later than in the next required Progress Report, as described above.
6.9 PUBLICITY AND ADVERTISEMENTS. The Project Sponsor shall ensure that all
publicity and advertisements prepared and released for the Project, by the Project Sponsor, such
as pamphlets and news releases, related to activities funded by this Agreement, and all events
RFA 18-2329 Page 25 of 42
carried out to publicize the accomplishments of any activities funded by this Agreement, recognize
the City as one of its funding sources.
6.10 ADDITIONAL FUNDING. The Project Sponsor shall notify the City of any additional
funding received for any activity described in this Agreement. Such notification shall be in writing
and received by the City within thirty (30) days of the Project Sponsor's notification by the funding
source.
6.11 REVERSION OF ASSETS. The Project Sponsor shall return to the City upon the
expiration or termination of this Agreement any Bond Funds on hand, any accounts receivable
attributable to the Bond Funds, and any overpayments due to unearned funds or costs disallowed
pursuant to the terms of this Agreement that were disbursed to the Project Sponsor by the City.
Any funds not earned by the Project Sponsor prior to the expiration or termination of this
Agreement shall be retained by the City
6.12 REPAYMENT OF FUNDS PROCEDURES. The Project Sponsor shall repay to the City
all funds received by the Project Sponsor pursuant to this Agreement, all unpaid interest accrued
thereon, and all unpaid fees, charges and other obligations of the Project Sponsor due under any
of the Loan Documents.
6.13 AFFIRMATIVE MARKETING. The Project Sponsor shall comply with the affirmative
marketing requirements and procedures provided on Exhibit "E." Project Sponsor shall comply
with the requirements of the affordable housing notice to City Officials in City of Miami Ordinance
#13491.
6.14 SECTION 3 CLAUSE. The Project Sponsor shall comply, to the extent applicable, with
the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended
(12 U.S.C. 1701u):
(A) The work to be performed under this contract is subject to the requirements of
Section 3 of the Housing and Urban Development Act of 1968, as amended, 12
U.S.C. 1701u (Section 3.) The purpose of Section 3 is to ensure that employment
and other economic opportunities generated by HUD assistance or HUD -assisted
projects covered by Section 3 shall, to the greatest extent feasible, be directed to
low income persons, particularly persons who are recipients of HUD assistance for
housing.
(B) The parties to this contract agree to comply with HUD's regulations in 24 C.F.R.
Part 135, which implement Section 3. As evidenced by their execution of this
contract, the parties to this contract certify that they are under no contractual or
other impediment that would prevent them from complying with the Part 135
regulations.
(C) The contractor agrees to send to each labor organization or representative of
workers with which the contractor has a collective bargaining agreement or other
understanding, if any, a notice advising the labor organization or worker's
RFA 18-2329 Page 26 of 42
representative ofthe contractor's commitments under this Section 3 clause, and will
post copies of the notice in conspicuous places at the work site where both
employees and applicants for training and employment positions can see the notice.
The notice shall describe the Section 3 preference, shall set forth minimum number
and job titles subject to hire, availability of apprenticeship and training positions,
the qualifications for each; and the name and location of the person(s) taking
applications for each of the positions; and the anticipated date the work shall begin.
(D) The contractor agrees to include this Section 3 clause in every subcontract subject
to compliance with regulations in 24 C.F.R. Part 135, and agrees to take appropriate
action, as provided in an applicable provision of the subcontract or in this Section
3 clause. The contractor will not subcontract with any subcontractor where the
contractor has notice or knowledge that the subcontractor has been found in
violation of the regulations in 24 C.F.R. Part 135.
(E) The contractor will certify that any vacant employment positions, including training
positions, that are filled (1) after the contractor is selected but before the contract is
executed, and (2) with persons other than those to whom the regulations of 24
C.F.R. Part 135 require employment opportunities to be directed, were not filed to
circumvent the contractor's obligations under 24 C.F.R. Part 135.
(F) Noncompliance with HUD's regulations in 24 C.F.R. Part 135 may result in
sanctions, termination of this contract for default, and debarment or suspension
from future HUD assisted contracts.
(G) With respect to work performed in connection with Section 3 covered Indian
housing assistance, Section 7(b) of the Indian Self -Determination and Education
Assistance Act (25 U.S.C. 450e) also applies to the work to be performed under
this contract. Section 7(b) requires that to the greatest extent feasible (i) preference
and opportunities for training and employment shall be given to Indians, and (ii)
preference in the award of contracts and subcontracts shall be given to Indian
organizations and Indian -owned Economic Enterprises. Parties to this contract that
are subject to the provisions of Section 3 and Section 7(b) agree to comply with
Section 3 to the maximum extent feasible, but not in derogation of compliance with
Section 7(b).
6.15 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 and on all documents, literature, pamphlets, advertisements, and
signage, permanent or otherwise. All such acknowledgments shall be in a form acceptable to the
City, as provided on Exhibit "I."
The Project Sponsor shall ensure that all publicity and advertisements related to the Project,
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.
RFA 18-2329 Page 27 of 42
6.16 AFFIRMATIVE ACTION. The Project Sponsor shall not discriminate on the basis of race,
color, national origin, sex, religion, age, sexual orientation, marital or family status or
handicap/disability in connection with its performance under this Agreement or in connection with
the construction of the Project or the occupancy of any Project unit. Age discrimination and
discrimination against minor dependents are also not permitted. The Project Sponsor shall meet
the fair housing requirements of 24 C.F.R. § 570.904.
6.17 MAINTENANCE OF LEGAL EXISTENCE AND AUTHORITY. Project Sponsor shall
maintain its existence as a limited partnership and authority to conduct its business under the laws
of the State of Florida and the Code of the City, as amended from time to time.
6.18 COMPLIANCE REQUIREMENTS. The Project Sponsor shall comply at all times with all
applicable Bond Requirements including, but not limited to, those affecting the ownership,
construction, use, and operation of the Project, and all other Legal Requirements.
The Project Sponsor shall at any time and from time to time upon the request of the City,
at Project Sponsor's sole cost and expense, execute, acknowledge and deliver such further notices
and other documents and perform such other acts as may, in the opinion of the City, be necessary,
desirable or proper to carry out more effectively the purposes of this Agreement and the other Loan
Documents.
6.19 COMPLIANCE WITH SAFETY PRECAUTIONS. The Project Sponsor shall allow City
inspectors, agents or representatives the ability to monitor its compliance with safety precautions
as required by federal, state or local laws, rules, regulations and ordinances. By performing these
inspections, the City, its agents, or representatives are not assuming any liability by virtue of such
laws, rules, regulations and ordinances. The Project Sponsor shall have no recourse against the
City, its agents, or representatives for the occurrence, non-occurrence or result of such
inspection(s).
Simultaneously with the submission of its first draw request to the City, the Project Sponsor
shall contact the City's Risk Management Department Safety Unit in writing to coordinate such
inspection(s).
The Project Sponsor shall affirmatively comply with all applicable provisions of the
Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services
funded by the City, including Titles I and II of the ADA (regarding nondiscrimination on the basis
of disability) and all applicable regulations, guidelines and standards.
6.20 DRAW REQUESTS. Each Request for Disbursement of hard costs must be signed by the
Project Sponsor, and/or the Architect for the Project and the Contractor, if applicable, and each
Request for Disbursement of soft costs must be signed by the Project Sponsor, as more fully set
forth in the Disbursement Agreement.
6.21 INSURANCE PROCEEDS. Notwithstanding anything to the contrary contained herein or
in the other Loan Documents, the Project Sponsor may make insurance proceeds available for the
restoration and repair of the Property and the Project if all of the following conditions are met: the
RFA 18-2329 Page 28 of 42
Project Sponsor is not in breach or default of any provision of the Mortgage or any other loan
document between the Project Sponsor and Lender; (ii) the Project Sponsor determines that there
will be sufficient funds, through insurance proceeds and contributions by the Project Sponsor, to
(a) restore and repair the Property and the Project to a condition as close as reasonably possible to
what previously existed, and (b) meet all operating costs and other expenses, payments for reserves
and loan repayment obligations relating to the Property and the Project until completion of the
restoration and repair of the Property and/or the Project to a condition as close as reasonably
possible to what previously existed; (iii) the Project Sponsor determines that the rental income of
the Project, after restoration and repair to a condition as close as reasonably possible to what
previously existed, will be sufficient to meet all operating costs and other expenses, payments for
reserves and loan repayment obligations relating to the Project, and (iv) the Project Sponsor has
received the City's written concurrence with such determination.
6.22 CONDEMNATION PROCEEDS. Notwithstanding anything to the contrary contained
herein or in the other Loan Documents, the Project Sponsor may make proceeds of condemnation
available for the restoration and repair of the Property and the Project if all of the following
conditions are met: (i) the Project Sponsor is not in breach or default of any provision of the
Mortgage or any other Loan Document; (ii) the Project Sponsor determines that there will be
sufficient funds, through condemnation proceeds and contributions by the Project Sponsor, to (a)
restore and repair the Property and. the Project to a condition as close as reasonably possible to
what previously existed, due consideration given to the portion of the Property and the Project
taken, and, (b) meet all operating costs and other expenses, payments for reserves and loan
repayment obligations relating to the Project until completion of the restoration and repair of the
Property and the Project to a condition as close as reasonably possible to what previously existed,
due consideration given to the portion of the Property and the Project taken; and (iii) the Project
Sponsor determines that the rental income of the Project, after restoration and repair of the
Property and the Project to a condition as close as reasonably possible to what previously existed,
due consideration given to the portion of the Property and the Project taken, will be sufficient to
meet all operating costs and other expenses, payments for reserves and loan repayment obligations
relating to the Project, and (iv) the Project Sponsor have received the City's written concurrence
with such determination.
6.23 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.
ARTICLE VII
DEFAULT
7.1 The happening of any one or more of the following events shall constitute an Event of
Default:
(a) In the event any of the Bond Assisted Units fails to remain Affordable and in
compliance with the requirements of the Loan Documents at any time during the
RFA 18-2329 Page 29 of 42
Affordability Period, the Project Sponsor's failure to initiate action to cure such
non-compliance within five (5) business days of receipt of knowledge of the same.
(b) If any term, condition or representation contained in this Agreement or any of the
other Bond Documents is untrue, substantially inaccurate or incomplete, or, if there
is a material misrepresentation of fact or fraud contained in any document(s)
submitted in support of this Agreement.
(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 for Permitted Senior Financing herein, the sale, assignment, pledge,
transfer, hypothecation or other encumbrance or disposition of any proprietary or
beneficial interest in the Project Sponsor, the Project or the Property, or any change
in operating control of the Project Sponsor without the prior approval of the City's
HCLC or the City Commission, as appropriate.
(e) In the event that the City determines, in its reasonable discretion, that the Project is
not being constructed in a good and workmanlike manner in accordance with the
Scope of Work, or that the Project Sponsor is failing to comply promptly with any
requirement or notice of violation of law issued by or filed by the City or any
department of any governmental authority having jurisdiction over the Project
Sponsor, or the Property.
(f)
(g)
Failure of the Project Sponsor to comply with any term, provision, covenant or
obligation of this Agreement or any of the Loan Documents, or the occurrence of
an event of default under any of the other Loan Documents.
Any change in zoning requirements or zoning classification of the Property, which
in the City's sole discretion would materially interfere with the completion of
Project construction or the ultimate operation of the Project as contemplated herein.
(h) In the event that the City determines, in its reasonable discretion, that there exists
an event of default under and pursuant to the terms of any other agreement or
obligation of any kind or nature whatsoever of the Project Sponsor to the City,
direct or contingent, whether now or hereafter due, existing, created or arising.
(i)
Notwithstanding anything to the contrary, in the event that Project Sponsor fails to
timely deliver, to City, the required audited fmancial 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. If City determines, in its sole and absolute discretion, that
it will not exercise its right under this paragraph 7.1(i), then paragraph 4.6.3.1 shall
govern untimely delivered audited financial statement(s).
RFA 18-2329 Page 30 of 42
(j) In the event that Project Sponsor fails to timely deliver, to City, the Affordability
Report, as described in 4.6.1.7 herein.
(k) Project Sponsor declares bankruptcy and/or becomes insolvent, which shall result
in immediate acceleration of the loan's repayment in full.
(1) City and Project Sponsor acknowledge that a senior mortgage default constitutes a
an Event of Default under this Loan Agreement and the other Loan Documents. In
such an event, City may pursue any and all of its remedies, including but not limited
to an Acceleration of Debt, as described below.
ARTICLE VIII
REMEDIES
8.1 Upon the occurrence of any Event of Default, the City shall have the absolute right
to refuse to disburse any undisbursed portion of the Loan.
The City shall provide written notice of the occurrence of an Event of Default 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) and (d) and possibly (i) above for which the
aforementioned cure period shall not apply).
In the event a default which is permitted to be cured cannot practicably be cured within
thirty (30) days, the Project Sponsor shall have such additional time as may be required to effect a
cure, so long as (a) the cure is commenced within thirty (30) days and is diligently prosecuted and
(b) the lack of a cure during such continuing cure period has no material adverse effect on the
Project. The City agrees to accept a cure of any default committed by the Project Sponsor, which
cure is tendered or effected by the Investor, as if such sure had been tendered or effected by the
Project Sponsor.
If an Event of Default shall continue uncured for a period of thirty (30) consecutive days
following written notice thereof to the Project Sponsor (except for the events described in Section
7.1 (b) and (d) and possibly (i) above for which the aforementioned cure period shall not apply
and except for cures which are continuing as provided in the preceding paragraph), and subject to
the provisions of the last paragraph of this Section, the City shall have the absolute right, at its
option and election and in its sole discretion to:
(a) Specific Performance. Institute appropriate proceedings to specifically
enforce performance of the terms and conditions of this Agreement;
(b) Acceleration of Debt. It is expressly agreed that the full amount of both
principal and interest due pursuant to the Note shall become due and
payable at the option of the City on the happening of any Event of Default
under the terms of this Loan Agreement.
RFA 18-2329 Page 31 of 42
(c) Other Remedies. Exercise any other right, privilege or remedy available to
the City as may be provided by applicable law, or in any of the other Bond
Documents.
It is understood and agreed that the occurrence of an event of default under Section 7.1 (b)
or (d) or possibly (i) shall immediately entitle the City to exercise any of the above described
remedies without the need to give the Project Sponsor notice thereof or the opportunity to cure.
The rights and remedies of the City hereunder shall be cumulative and not mutually
exclusive, and the City may resort to any one or more or all of said remedies without exclusion of
any other. No party other than the City, whether the Project Sponsor or a material man, laborer,
subcontractor or supplier, shall have any interest in the Bond Funds withheld because of a default
hereunder, and shall not have any right to garnish or require or compel that payment thereof be
applied toward the discharge or satisfaction of any claim or lien which any of them may have.
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, Borrower, Project developer, managing partner(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 any and all liabilities, claims, damages, losses, suits,
judgments, and costs, including, but not limited to reasonable attorney's fees, to the extent caused
by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of
Project Sponsor and persons employed or utilized by Project Sponsor in the performance of this
Agreement. Project Sponsor shall, further, hold the City, 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
RFA 18-2329 Page 32 of 42
City, resist and defend such action or proceeding by counsel satisfactory to the City. The Project
Sponsor expressly understands and agrees that any insurance protection required by this
Agreement or otherwise provided by the Project Sponsor shall in no way limit the responsibility
to indemnify, keep and save harmless and defend the City or its officers, employees, agents and
instrumentalities as herein provided. The Project Sponsor shall further require its contractors to
indemnify, hold hatiuless and defend the City, its officers, agents, directors, and/or employees
against any and all liabilities, claims, damages, suits, judgments and costs, including attorney's
fees arising out of, or resulting from the contractor's negligence or omissions in connection with
this project.
The indemnification provided above shall obligate the Project Sponsor to defend, at its own
expense, to and through appellate, supplemental or bankruptcy proceeding, or to provide for such
defense, at the City's option, any and all claims of liability and all suits and actions of every name
and description which may be brought against the City whether performed by the Project Sponsor,
or persons employed or utilized by Project Sponsor.
This indemnity will survive the cancellation or expiration of the Agreement. This indemnity will
be interpreted under the laws of the State of Florida, including without limitation and
interpretation, which conforms to the limitations of §725.06 and/or §725.08, Florida Statutes, as
applicable.
The Project Sponsor agrees and recognizes that the City shall not be held liable or responsible for
any claims which may result from any actions or omissions of the Project Sponsor in which the
City participated either through review or concurrence of the Project Sponsor's actions. In
reviewing, approving or rejecting any submissions by the Project Sponsor or other acts of the
Project Sponsor, the City in no way assumes or shares any responsibility or liability of the Project
Sponsor or Sub -contractor under this Agreement.
ARTICLE X
TERMINATION
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 either the Project
Sponsor is not making sufficient progress with regard to the Project's construction (thereby
endangering its ultimate performance under this Agreement) or is not materially complying with
RFA 18-2329 Page 33 of 42
any term or provision of this Agreement following notice and the expiration of the applicable cure
period(s).
The City may terminate this Agreement, in whole or in part, in the event that the City
determines, in its sole and absolute discretion, that there exists an event of default under and
pursuant to the terms of any other agreement or obligation of any kind or nature whatsoever of the
Project Sponsor or of any individual or entity executing this Agreement, to the City, direct or
contingent, whether now or hereafter due, existing, created or arising, which event of default has
continued beyond any applicable cure period.
10.3 Upon the occurrence of an Event of Default and the expiration of any cure period (in those
circumstances for which a cure period is otherwise provided in this Agreement), and unless the
Project Sponsor's breach is waived by the City in writing, the City may, by written notice to the
Project Sponsor, terminate this Agreement upon not less than twenty-four (24) hours prior written
notice. Said notice shall be delivered by certified mail, return receipt requested, or by in person
delivery with proof of delivery. Waiver of breach of any provision of this Agreement shall not be
deemed to be a waiver of any other breach and shall not be construed to be a modification of the
terms of this Agreement. The provisions hereof are not intended to be, and shall not be, construed
to limit the City's right to legal or equitable remedies.
ARTICLE XI
SUSPENSION
11.1 The City may, for reasonable cause, suspend the Project Sponsor's authority to obligate
funds under this Agreement or withhold payments to the Project Sponsor, or both, pending
necessary corrective action by the Project Sponsor. Reasonable cause shall be determined by the
City in its sole and absolute discretion and may include:
(a) Ineffective or improper use of the Bond Funds by the Project Sponsor.
(b) Failure of the Project Sponsor to materially comply with any term or provision of
this Agreement; or
(c) Failure of the Project Sponsor to submit any documents required by this
Agreement; or
(d) The Project Sponsor's submittal of incorrect or 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).
RFA 18-2329 Page 34 of 42
ARTICLE XII
MISCELLANEOUS
12.1 ENFORCEMENT METHODS. As a means of enforcing compliance with the Bond
Program, the City may utilize any enforcement measures it deems necessary.
12.2 RENEGOTIATION, MODIFICATION, OR SUBORDINATION. Modification of
provisions of this Agreement shall be valid only when in writing and signed by the parties hereto.
The parties agree to modify this Agreement if the City determines, in its sole and absolute
discretion, that federal, state, and/or local governmental revisions of any applicable laws or
regulations, or increases or decreases in budget allocations, make changes to this Agreement
necessary. The City shall be the final authority in determining whether or not funds for this
Agreement are available due to federal, state and/or local governmental revisions of any applicable
laws or regulations, or increases or decreases in budget allocations. Moreover, the City shall
determine in its sole and absolute discretion whether to subordinate the Mortgage.
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 BOND ELIGIBILITY ACTIVITY TITLE REVISIONS. Revisions to the
Budget shall be made in writing, and approved in writing by the City; however, such revisions
shall not necessitate an amendment hereto unless the amount of the Loan to be granted hereunder
is changed, or unless otherwise required by the City.
A revision to the Bond eligibility activity titles under which this Agreement's objectives
are classified shall not require an amendment hereto.
12.5 DISPUTES. In the event an unresolved dispute exists between the Project Sponsor and the
City, the City shall refer the issue, including the views of all interested parties and the
recommendation of the City, to the City Manager, his designee, or such other official of the City
who shall be authorized to exercise the authority of the City Manager in this regard ("City
Manager") for determination. The City Manager will issue a determination within thirty (30)
calendar days of receipt of a written request for resolution of the dispute and so advise the City
and the Project Sponsor. In the event additional time is necessary, the City Manager will notify the
interested parties within the thirty (30) day period that additional time is necessary. The Project
Sponsor agrees that the City Manager's determination shall be final and binding on all parties,
subject only to judicial review.
12.6 HEADINGS. The article and paragraph headings in this Agreement are inserted for
convenience only and shall not affect in any way the meaning or interpretation of this Agreement.
12.7 PROCEEDINGS. The Agreement shall be construed in accordance with the laws of the
State of Florida and any proceedings arising between the parties in any manner pertaining or
RFA 18-2329 Page 35 of 42
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
14 NE 1 Avenue, 2nd Floor
Miami, Florida 33132
Attn: George Mensah, Director
With Copy To: Victoria Mendez
City Attorney
City of Miami
444 S.W. 2nd Avenue
Miami, FL 33130-1910
To Project Sponsor: Residences at Dr. King Boulevard
161 NW 6 Street, Suite 1020
Miami, FL 33136
Attn: Kenneth Naylor
With Copy to: Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
150 West Flagler Street, Suite 2200
Miami, FL 33130
Attn: Brian J. McDonough
With Copy to: Citibank, N.A.
388 Greenwich Street, Trading 6th Floor
New York, New York 10013
Attn: Transaction Management Group
Re: Residences at Dr. King Boulevard Deal ID No. 25940
Fax: (212) 723-8209
With Copy to: Holland & Knight, LLP
1180 West Peachtree Street NW, Suite 1800
Atlanta, GA 30309
Attn: Woody Vaughan
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.
RFA 18-2329 Page 36 of 42
City will endeavor to send a copy of the notice sent to the Borrower to Investor at the
following address; however, any failure of the City to provide such copy to Investor shall not
affect the effectiveness of the notice to Borrower:
Wells Fargo Affordable Housing Community Development Corporation
MAC D1053-170
301 South College Street, 17th Floor
Charlotte, NC 28288
Attn: Director of Tax Credit Asset Management
12.9 CONFLICTS WITH APPLICABLE LAWS. If any provision of this Agreement conflicts
with any applicable law or regulation, only the conflicting provision shall be deemed by the parties
hereto to be modified, or to be deleted if modification is inappropriate, to cause the provision to
be consistent with the law or regulation. However, the obligations under this Agreement, as
modified, shall continue and all other provisions of this Agreement shall remain in full force and
effect.
12.10 ENTIRE AGREEMENT. This Agreement, its Schedules, and its Exhibits described as
follows contain all the terms and conditions of the Agreement between the parties:
Exhibit A Legal Description
Exhibit B Scope of Work/Project Schedule
Exhibit C Budget
Exhibit D Form of Disbursement Agreement
Exhibit E Affirmative Marketing Procedures and Responsibilities
Exhibit F Form of Mortgage and Security Agreement
Exhibit G Form of Declaration of Restrictive Covenant
Exhibit H Form of Rent Regulatory Agreement
Exhibit I Signage Requirements
Exhibit J Additional Insurance Requirements
Exhibit K No Finder's Fee Affidavit
Schedule A Schedule of Permitted Financing
12.11 WAIVER OF JURY TRIAL. Neither the Project Sponsor, the Borrower, the Project
subcontractor(s), nor any other person liable for the responsibilities, obligations, services and
representations herein, nor any assignee, successor, heir or personal representative of the Project
Sponsor, the Project subcontractors or any other person or entity shall seek a jury trial in any lawsuit,
proceeding, counterclaim or any other litigation procedure based upon or arising out of this
Agreement, or the dealings or the relationship between or among such persons or entities, or any of
them. Neither the Project Sponsor, the Borrower, nor the Project subcontractors, nor any other person
or entity will seek to consolidate any such action in which a jury trial has been waived with any other
action. The provisions of this paragraph have been fully discussed by the parties hereto, and the
provisions hereof shall be subject to no exceptions. Neither party to this Agreement has in any manner
agreed with or represented to any other party that the provisions of this paragraph will not be fully
enforced in all instances.
RFA 18-2329 Page 37 of 42
12.12 GOVERNING LAW AND VENUE. This Agreement shall be construed and enforced
pursuant to the laws of the State of Florida, excluding all principles of choice of laws, conflict of
laws and comity. Any action pursuant to a dispute under this Agreement must be brought
in Miami -Dade County and no other venue. All meetings to resolve said dispute,
including voluntary arbitration, mediation, or other alternative dispute resolution
mechanism, will take place in this venue. The parties both waive any defense that venue
in Miami -Dade County is not convenient.
12.13 HCLC AWARD MEMORANDA. The award memoranda and decisions of the HCLC
dated September 27, 2019 ("Award Memoranda"), are hereby incorporated by reference. To the
extent of any conflict between the Award Memoranda and the Loan Documents and when
interpreting the intent of the Loan Documents, whichever provision is strictest will control. To the
extent of any conflict between the Award Memoranda, the most recent Award Memorandum
controls.
12.14 COUNTERPARTS. This Agreement may be executed in any number of counterparts, each
of which so executed shall be deemed to be an original, and such counterparts shall together
constitute but one and the same Agreement. The parties shall be entitled to sign and transmit an
electronic signature of this Agreement (whether by facsimile, PDF or other email transmission),
which signature shall be binding on the party whose name is contained therein. Any party
providing an electronic signature agrees to promptly execute and deliver to the other parties an
original signed Agreement upon request.
12.15 INCREASE 1N 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 Bond Funds
should be de -obligated for this Project.
12.16 TENANT LOTTERY. The selection of eligible tenants to occupy the Bond Assisted Units
shall be from the results of a tenant lottery, which shall be conducted with a representative of the
City of Miami present. In addition, the Project Sponsors and the Bond Assisted Units shall comply
with the requirements of the City of Miami Ordinance #13645 regarding Resident Preference.
12.17 COSTS, INCLUDING ATTORNEY' S FEES. The Project Sponsor agrees to pay when due
for which an invoice is provided, all reasonable costs and expenses in connection with the
administration or monitoring of compliance with this Agreement and all related documents and
any other documents which may be delivered in connection with this Agreement or the transactions
contemplated hereby, including, without limitation, the reasonable fees and out ofpocket expenses
of the City and of counsel and any agents or consultants for the City, with respect thereto, in
connection with the administration or monitoring of this Agreement and such other documents as
may be delivered in connection herewith. In addition, the Project Sponsor shall pay any and all
stamps and other taxes and fees payable or determined to be payable in connection with the
execution, delivery, filing and recording of this Agreement and such other documents as may be
delivered in connection herewith, and agrees to save the City harmless from and against any and
RFA 18-2329 Page 38 of 42
all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes
and fees.
In the event litigation, arbitration, or mediation, between the parties hereto, arises
out of the terms of this Agreement, each party shall be responsible for its own attorney's
fees, costs, charges, and expenses through the conclusion of all appellate proceedings,
and including any final settlement or judgment.
12.18 The Borrower's obligations pursuant to this Agreement shall be binding upon and
inure to the respective heirs, personal and legal representatives, trustees and successors and assigns
of the Parties hereto, including each and every such Party's past and present parent, subsidiary,
affiliate or predecessor entities, any and all entities by which or under a name by which any Party
has been known or has done business, and any and all of his, hers, its and/or their respective past
and present officers, commissioners, directors, principals, trustees, administrators, agents,
attorneys, accountants, insurers, reinsurers, servants, employees, shareholders, members,
managers, partners, heirs, and representatives.
12.19 Any references to federal regulations and programs in this Agreement and its
exhibits are intended to be for illustrative purposes and not an indication that the Project is
specifically subject to the cited regulations. Nonetheless, if this Agreement requires the Project
Sponsor to comply with referenced federal regulations and programs, the City and the Project
Sponsor agree that compliance shall be required as if the Project was subject to those federal
regulations and programs, unless otherwise determined by the City in its sole discretion.
12.20 Project Sponsor specifically acknowledges and agrees to comply with City of
Miami Ordinance No. 13491, § 2-415.
12.21 Parties agree that the Loan will be non recourse except that the exceptions to non -
course applicable to any Permitted Senior Financing shall also apply to this Loan.
[Remainder of page left Blank]
[Signatures on Following Pages]
RFA 18-2329 Page 39 of 42
WITNESSES: PROJECT SPONSOR:
Print Name:
Print Name:
Print Name: �/� a JEtspA%
Print Name:
Marlene Sanchez
RESIDENCES AT DR. KING
BOULEVARD, LTD., a Florida limited
partnership
By: APC Residences at Dr. King
Boulevard, LLC, a Florida limited
liability company, its general partner
By:
Print Name:
Title:
By: MLK 62nd Street Apartments GP, LLC, a
Florida limited liability company, its
co -general partner
By:
Print Name:
Title: 'V Q,
[ACKNOWLEDGEMENTS APPEAR ON FOLLOWING PAGE1
RFA 18-2329 Page 40 of 42
ACKNOWLEDGMENTS
STATE OF FLORIDA
}
COUNTY OF MIAMI-DADE } SS:
The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑
online notarization this day of , 2020 by , as
of APC Residences at Dr. King Boulevard, LLC, a Florida limited liability
company, the general partner of Residences at Dr. King Boulevard, Ltd., a Florida limited partnership, who
is personally known to me or who produced a as identification.
Print Name:
Notary Public, State of Florida at large
STATE OF FLORIDA
}
COUNTY OF MIAMI-DADE } SS:
The foregoing instrumeiA was ackno dge before me by means of ®' hysica_j presence or Elonlin notarization this c day of :- , 2020 by r 1 J k ►f ,
as /v`Ct*` of MLK 62nd Street Apa tments GP, LLC, a Florida limited liability company,
the co-gener) partner of Residences at Dr. King Boulevard, Ltd., a Florida limited partnership,
who is personally known to me or who produced a as identification.
-- of
;•�;pJbI;B:.. MARLENE CASAR SANCHEZ
0
_ ;.� Notary Public • State of-:orida
Commission GG 921883
ToMy Comm. Expires Oct 19, 2023 `
`
Bonded through National Notary Assn.
RFA 18-2329 Page 41 of 42
int lime'.
Marlene Sanchez
Notary Public, State of Florida at Large
WI ESSES:
► e e)lita et-Wf010
Print Name: `'Oa t-At%Gi
Print Name: li t/t) c,
Print Name:
Print Name:
PROJECT SPONSOR:
RESIDENCES AT DR. KING
BOULEVARD, LTD., a Florida limited
partnership
By: APC Residences at Dr. King
Boulevard, LLC, a Florida limited
liability company, its general partner
By:
Print Name:
Title:
resident
By: MLK 62nd Street Apartments GP, LLC, a
Florida limited liability company, its
co -general partner
By:
Print Name:
Title:
jACKNOWLEDGEMENTS APPEAR ON FOLLOWING PAGE'
RFA 18-2329 Page 40 of 42
ACKNOWLEDGMENTS
STATE OF FLORIDA
}
COUNTY OF MIAMI-DADE } SS:
The foregoing instrument was acknowle�d �ed before me by means of ® physic 1 presence or ❑
online notarization this of 1 day of f 'L , 2020 by 2005y UJEj ' L4 D , as
P04511 tJY of APC Residences at 5r. King Boulevard, LLC, a Florida limited liability
company, the general partner of Residences at Dr. King Boulevard, Ltd., a Florida limited partnership, who
is personally known to me or who produced a as identification.
�axY vup .. SILVIA A CAMPOS
Notary Public - State of Florida
'a\\'. fi,41? Commission N GG 234701
My Comm, Expires Jul 4, 2022
Bonded through National Notary Assn.
STATE OF FLORIDA
}
COUNTY OF MIAMI-DADE } SS:
Pt. - Cos
Print Narn
Notary Public, State of Flo ida at large
The foregoing instrument was acknowledged before me by means of 0 physical presence or 0
online notarization this day of , 2020 by
as of MLK 62nd Street Apartments GP, LLC, a Florida limited Liability company,
the co -general partner of Residences at Dr. King Boulevard, Ltd., a Florida limited partnership,
who is personally known to me or who produced a as identification.
Print Name:
Notary Public, State of Florida at large
RFA 18-2329 Page 41 of 42
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their undersigned officials as duly authorized.
ATTEST:
odd Hanno
Date: c
APPROVE
QUI
-Marie
Director of
nagement
CE
CITY:
CITY OF MIAMI, a municipal corporation of the
State of Florida
B
Arthur orieg. V, City anager
APPRO
CO
V' oria Mendez
Cit Attorney
OFORMAND
RFA 18-2329 Page 42 of 42
Exhibit A
Legal Description of the Property
Parcel 1
LOT 15, BLOCK 6, OF EAST LIBERTY CITY SECTION A, ACCORDING TO THE PLAT THEREOF,
AS RECORDED IN PLAT BOOK 39, PAGE 19 OF THE PUBLIC RECORDS OF MIAMI-DADE
COUNTY, FLORIDA.
Parcel 2
LOTS 11, 12, 13, AND 14, OF BLOCK 6, OF EAST LIBERTY CITY SECTION A, ACCORDING TO
THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 39, AT PAGE 19, OF THE PUBLIC
RECORDS OF MIAMI-DADE COUNTY, FLORIDA.
Parcel 3
LOT 9, IN BLOCK 6, OF EAST LIBERTY CITY, SECTION A, ACCORDING TO THE PLAT
THEREOF, AS RECORDED IN PLAT BOOK 39, AT PAGE 19, OF THE PUBLIC RECORDS OF
MIAMI-DADE COUNTY, FLORIDA, A/K/A 1515 N.W. 62ND ST., MIAMI, FLORIDA.
Parcel 4
LOT 8, BLOCK 6, OF EAST LIBERTY CITY SECTION A, ACCORDING TO THE PLAT THEREOF,
AS RECORDED IN PLAT BOOK 39, AT PAGE 19, OF THE PUBLIC RECORDS OF MIAMI-DADE
COUNTY, FLORIDA.
Parcel 5
LOT 7, BLOCK 6, OF EAST LIBERTY CITY SECTION A, ACCORDING TO THE PLAT THEREOF,
AS RECORDED IN PLAT BOOK 39, AT PAGE 19, OF THE PUBLIC RECORDS OF MIAMI-DADE
COUNTY, FLORIDA.
Parcel 6
LOT 6, BLOCK 6, OF EAST LIBERTY CITY SECTION A, ACCORDING TO THE PLAT THEREOF,
AS RECORDED IN PLAT BOOK 39, AT PAGE 19, OF THE PUBLIC RECORDS OF MIAMI-DADE
COUNTY, FLORIDA.
Parcel 7
LOTS 19 AND 20, IN BLOCK 11, ORANGE HEIGHTS, ACCORDING TO THE PLAT THEREOF, AS
RECORDED IN PLAT BOOK 14, PAGE 62, OF THE PUBLIC RECORDS OF MIAMI-DADE
COUNTY, FLORIDA, LESS THE NORTH 30 FEET; TOGETHER WITH THE NORTH 1/2 OF ALLEY
LYING SOUTH AND ADJACENT TO LOTS 19 AND 20, SAID ALLEY CLOSED PER ORDINANCE
13492, RECORDED IN OFFICIAL RECORDS BOOK 31981, PAGE 1923.
Parcel 8
LOTS 21 THROUGH 25 AND THE WEST 16 FEET OF LOT 26, LESS THE NORTH 30 FEET OF
ALL LOTS IN BLOCK 11, OF ORANGE HEIGHTS, ACCORDING TO THE PLAT THEREOF, AS
RECORDED IN PLAT BOOK 14, AT PAGE 62, OF THE PUBLIC RECORDS OF MIAMI-DADE
COUNTY, FLORIDA; TOGETHER WITH THE NORTH 1/2 OF ALLEY LYING SOUTH AND
ADJACENT TO LOTS 21, 22, 23, 24, 25 AND THE WEST 16 FEET OF LOT 26, SAID ALLEY
CLOSED PER ORDINANCE 13492, RECORDED IN OFFICIAL RECORDS BOOK 31981, PAGE
1923.
Parcel 9
LOTS 27 AND 28 AND THE EAST 9 FEET OF LOT 26, LESS THE NORTH 30 FEET OF ALL
LOTS, IN BLOCK 11 OF ORANGE HEIGHTS, ACCORDING TO THE PLAT THEREOF, AS
RECORDED IN PLAT BOOK 14, PAGE 62 OF THE PUBLIC RECORDS OF MIAMI-DADE
COUNTY, FLORIDA; TOGETHER WITH THE NORTH 1/2 OF ALLEY LYING SOUTH AND
ADJACENT TO LOTS 27, 28 AND THE EAST 9 FEET OF LOT 26, SAID ALLEY CLOSED PER
ORDINANCE 13492, RECORDED IN OFFICIAL RECORDS BOOK 31981, PAGE 1923.
LESS AND EXCEPT:
A PORTION OF LOT 28 IN BLOCK 11, ORANGE HEIGHTS, ACCORDING TO THE
PLAT THEREOF, AS RECORDED IN PLAT BOOK 14, PAGE 62, OF THE PUBLIC
RECORDS OF MIAMI-DADE COUNTY, FLORIDA. BEING MORE PARTICULARLY
DESCRIBED AS FOLLOWS:
BOUNDED ON THE NORTH BY THE SOUTH LINE OF THE NORTH 30.00 FEET
OF LOT 28 OF SAID BLOCK 11, BOUNDED ON THE EAST BY THE EAST LINE
OF SAID LOT 28, AND BOUNDED ON THE SOUTHWEST BY A 25.00 FOOT
RADIUS ARC CONCAVE TO THE SOUTHWEST, TANGENT TO THE EAST LINE
OF SAID LOT 28, AND TANGENT TO THE SOUTH LINE OF THE NORTH 10.00
FEET OF SAID BLOCK 11.
Parcel 10
THE SOUTH 20.00 FEET OF THE NORTH 30.00 FEET OF LOTS 21 THROUGH 28, BLOCK 11
OF ORANGE HEIGHTS, ACCORDING TO THE PLAT THEREOF RECORDED IN PLAT BOOK 14,
PAGE 62, OF THE PUBIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, LESS THAT
PORTION OF LOT 28 WHICH LIES WITHIN THE EXTERNAL AREA FORMED BY A 25.00 FOOT
RADIUS ARC CONCAVE TO THE SOUTHWEST, TANGENT TO THE EAST LINE OF SAID LOT
28, AND TANGENT TO THE SOUTH LINE OF THE NORTH 10.00 FEET OF SAID BLOCK 11.
Exhibit B
Scope of Work/Project Schedule
• 120-unit apartment development to be constructed based on the below approximate schedule:
CLOSE FINANCI
Construction
- Building 1 Construction
Construction
Top Off
Punch
TCO
- Building 2 Construction
Construction
Punch
TCO
Construction Complete
Punch -Out
Obtain Final CO
+ Leasing
+ Conversion
Obtain final 8609s from state allocating agency
09/28/20 09/07/22
09/28/20 06/24/22
500d 09/28/20 02/09/22
75d 02/10/22 04/25/22
40d 04/26/22 06/04/22
20d 06/05/22 06/24/22
09/28/20 04/10/22
500d 09/28/20 02/09/22
55d 02/10/22 04/05/22
5d 04/06/22 04/10/22
15d 06/25/22 07/09/22
15d 07/10/22 07/24/22
45d 07/25/22 09/07/22
300d 03/12/22 01/05/23
210d 07/10/22 02/04/23
180d 11/07/22 05/05/23
EXHIBIT C
Residences at Dr. King Boulevard - Miami, FL
Sources & Uses
Permanent Phase
Sources Ref. Total % Per Unit
Permanent First Mortgage
6,450,000
17.47%
53,750
Forever Bond
2,000,000
5.42%
16,667
SURTAX
2,053,447
5.56%
17,112
County HOME (Reallocated)
938,963
2.54%
7,825
County HOME (2019)
851,094
2.31%
7,092
Limited Partner Equity
24,480,055
66.30%
204,000
Deferred Developer Fee
150,064
0.41%
1,251
Total Sources
36,923,623 100.00% 307,697
Permanent Phase
Uses Total % Per Unit
Hard Construction Costs
22,898,101
62.01%
190,818
Public Art Fee
379,040
1.03%
3,159
Recreational/Owner Items
310,500
0.84%
2,588
Hard Cost Contingency
5.0%
1,144,905
3.10%
9,541
Construction Interest Expense
1,097,345
2.97%
9,145
Permanent Loan Origination Fee
64,500
0.17%
538
Permanent Loan Closing Costs
150,450
0.41%
1,254
Construction Loan Origination Fee
184,500
0.50%
1,538
Construction Loan Closing Costs
113,453
0.31%
945
Other Loan Closing Costs
80,000
0.22%
667
City of Miami Closing Costs
10,000
0.03%
83
Accounting Fees
40,000
0.11%
333
Appraisal
6,000
0.02%
50
Architect Fee - Design
845,000
2.29%
7,042
Architect Fee - Supervision
150,000
0.41%
1,250
Builder's Risk Insurance
69,604
0.19%
580
Building Permit
632,816
1.71%
5,273
P&P Bond
170,471
0.46%
1,421
Credit Underwriting Fee
63,500
0.17%
529
Engineering Fee
15,486
0.04%
129
Environmental Report
26,300
0.07%
219
FHFC Administrative Fees
133,984
0.36%
1,117
FHFC Application Fees
3,000
0.01%
25
FHFC Compliance Mon. Fee
209,794
0.57%
1,748
Impact Fees
546,417
1.48%
4,553
Inspection Fees
453,600
1.23%
3,780
Insurance - Property/Liability
66,000
0.18%
550
Legal Fees - Partnership
675,000
1.83%
5,625
Legal Fees - Other
50,000
0.14%
417
Market Study
9,600
0.03%
80
Property Taxes
129,335
0.35%
1,078
Soil Test Report
12,700
0.03%
106
Survey (Including As -Built)
59,275
0.16%
494
Title Insurance & Recording
293,042
0.79%
2,442
Utility Connection Fee
129,771
0.35%
1,081
Soft Cost Contingency
5.0%
239,535
0.65%
1,996
Sub -Total
31,463,022
Miscellaneous Reserves
3 months
269,052
0.73%
2,242
Land, To Be Acquired
158,121
0.43%
1,318
Developer's Profit
160/0
5,033,428
13.63%
41,945
Total Project Cost
36,923,623
100.00% 307,697
9/24/2020 6:08 PM 1 of 1
Exhibit D
Form of Disbursement Agreement
Exhibit E
Affirmative Marketing Procedures and Responsibilities
DocuSign Envelope ID: 5B6CE6A7-82E7-4FE9-8CEA-CBA62FF6F223
rune w drr appncdnts/responuems: r HIS ror rn WdS ueveiopeu with Nuance, the official HUD software for the creation of HUD forms.
HUD has made available instructions for downloading a free installation of a Nuance reader that allows the user to fill-in and save this
form in Nuance. Please see http://portal.hud.gov/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.12/31/2016)
la. Project Name & Address (including City, County, State & Zip Code)
Residences at Dr. King Boulevard
On NW 62 ST. at intersection of NW 62 ST. and NW 15 Ave.
Miami, FL 33147
1 b. Project Contract Number
tbd
lc. No. of Units
Id. Census Tract
120
19.03
le. Housing/Expanded Housing Market Area
Housing Market Area: Miami, FL / Miami -Dade
Expanded Housing Market Area:
If. Managing Agent Name, Address (including City, County, State & Zip Code), Telephone Number & Email Address
Atlantic Pacific Community Management, LLC (Miami -Dade County)
8609 South Dixie Highway, Miami, FL, 33143. 305-357-4702. Claudia Ortiz, claudia@apmanagement.net
lg. Application/Owner/Developer Name, Address (including City, County, State & Zip Code), Telephone Number & Email Address
Residences at Dr. King Boulevard, Ltd., (Miami -Dade County)
161 NW 6th Street, Suite 1020 , Miami, FL, 33136. 305-357-4725 Liz Wong, Iwong@apcommunities.com
1h. Entity Responsible for Marketing (check all that apply)
El Owner ❑✓ Agent n Other (specify)
Position, Name (if known), Address ( including City, County, State & Zip Code), Telephone Number & Email Address
Claudia Ortiz Director of Operations (Miami -Dade County)
8609 South Dixie Highway, Miami, FL, 33143. 305-357-4702. claudia@apmanagement.net
1 i. 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.
Liz Wong
161 NW 6th Street, Suite 1020 , Miami, FL, 33136. 305-357-4725. Lwong@apcommunities.com
2a. Affirmative Fair Housing Marketing Plan
Plan Type
Initial Plan
Reason(s) for current update:
Date of the First Approved AFHMP:
2b. HUD -Approved Occupancy of the Project (check all that apply)
Elderly Z Family
Mixed (Elderly/Disabled)
0 Disabled
2c. Date of Initial Occupancy
12/31/2021
2d. Advertising Start Date
Advertising must begin at least 90 days prior to initial or renewed occupancy for new
construction and substantial rehabilitation projects.
Date advertising began or will begin
For existing projects, select below the reason advertising will be used:
10/01/2021
To fill existing unit vacancies El
To place applicants on a waiting list (which currently has
To reopen a closed waiting list 0 (which currently has
individuals)
individuals)
Previous editions are obsolete Page 1 of 8
Form HUD-935.2A (12/2011)
DocuSign Envelope ID: 5B6CE6A7-82E7-4FE9-8CEA-CBA62FF6F223
3a. Demographics of Project and Housing Market Area
Complete and submit Worksheet 1.
3b. Targeted Marketing Activity
Based on your completed Worksheet 1, indicate which demographic group(s) in the housing market area is/are least likely to apply for the
housing without special outreach efforts. (check all that apply)
QWhite American Indian or Alaska Native Asian
['Native Hawaiian or Other Pacific Islander ❑✓ Hispanic or Latino
['Families with Children D Other ethnic group, religion, etc. (specify)
❑ Black or African American
Persons with Disabilities
4a. Residency Preference
Is the owner requesting a residency preference? If yes, complete questions 1 through 5.
If no, proceed to Block 4b.
(1) Type
Please Select Type
No
(2) Is the residency preference area:
The same as the AFHMP housing/expanded housing market area as identified in Block 1 e?
Please Select Yes or No
The same as the residency preference area of the local PHA in whose jurisdiction the project is located?
(3) What is the geographic area for the residency preference?
Please Select Yes or No
(4) What is the reason for having a residency preference?
(5) How do you plan to periodically evaluate your residency preference to ensure that it is in accordance with the non-discrimination
and equal opportunity requirements in 24 CFR 5.105(a)?
Complete and submit Worksheet 2 when requesting a residency preference (see also 24 CFR 5.655(c)(1)) for residency
preference requirements. The requirements in 24 CFR 5.655(c)(1) will be used by HUD as guidelines for evaluating
residency preferences consistent with the applicable HUD program requirements. See also HUD Occupancy
Handbook (4350.3) Chapter 4, Section 4.6 for additional guidance on preferences.
4b. Proposed Marketing Activities: Community Contacts
Complete and submit Worksheet 3 to describe your use of community
contacts to market the project to those least likely to apply.
4c. Proposed Marketing Activities: Methods of Advertising
Complete and submit Worksheet 4 to describe your
proposed methods of advertising that will be used to
market to those least likely to apply. Attach copies of
advertisements, radio and television scripts, Internet
advertisements, websites, and brochures, etc.
Previous editions are obsolete Page 2 of 8 Form HUD-935.2A (12/2011)
DocuSign Envelope ID: 5B6CE6A7-82E7-4FE9-8CEA-CBA62FF6F223
5a. Fair Housing Poster
The Fair Housing Poster must be prominently displayed in all offices in which sale or rental ac ivity takes place (24 CFR 200.620(e)).
Check below all locations where the Poster will be displayed.
2 Rental Office Real Estate Office 0 Model Unit 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.
❑✓ Rental Office Real Estate Office Model Unit ❑ Other (specify)
5c. Project Site Sign
Project Site Signs, if any, must display in a conspicuous position the HUD approved Equal Housing Opportunity logo, slogan, or statement
(24 CFR 200.620(f)). Check below all locations where the Project Site Sign will be displayed. Please submit photos of Project signs.
0 Rental Office Real Estate Office ❑ Model Unit ❑✓ Entrance to Project Other (specify)
The size of the Project Site Sign will be tbd x
The Equal Housing Opportunity logo or slogan or statement will be
tbd
x
6. Evaluation of Marketing Activities
Explain the evaluation process you will use to determine whether your marketing activities have been successful in attracting
individuals least likely to apply, how often you will make this determination, and how you will make decisions about future marketing
based on the evaluation process.
In accordance with HUD Handbook 4350.1 Rev-1, the property leases to qualified households from the waiting list. The AFHMP is
designed to help the community ti reach out to those households who would not normally apply for residency at our community.
Management uses a comprehensive system to track all prospects/traffic that comes to the site. All information is entered into their
system (Yardi) where they can then generate and analyze reports breaking down the source of the traffic. This then allows them
to determine if a type of marketing is effective and what is our strongest source of marketing. Ongoing additions and subtractions
of marketing to specially target unlikely to apply demographic groups will be utilized at this project, Management will formally
review each quarter and make the necessary changes if the desired effect is not achieved. Based on the evaluation process if
they are finding one source of marketing to have a higher success rate they will use this information to determine the focus of the
plan going forward.
A successful outcome will be determined by who applies and is housed by race/ethnicity, etc. comparable with the representation
of groups in the census tract.
Previous editions are obsolete
Page 3 of 8
Fomi HUD-935.2A (12/2011)
DocuSign Envelope ID: 5B6CE6A7-82E7-4FE9-8CEA-CBA62FF6F223
'a. marketing Starr
What staff positions are/will be responsible for affirmative marketing?
Leasing Associates, Property Manager
7b. Staff Training and Assessment: AFHMP
(1) Has staff been trained on the AFHMP?
(2) Has staff been instructed in writing and orally on non-discrimination and fair housing policies as required by
24 CFR 200.620(c)?
(3) f yes, who provides instruction on the AFHMP and Fair Housing Act, and how frequently?
Yes
Yes
HUD Manager/Education Department
Staff are trained at a minimum of an annual basis on nondiscrimination and fair housing policies .
(4) Do you periodically assess staff skills on the use of the AFHMP and the application of the Fair Housing
Act?
(5) f yes, how and how often?
Yes
Monthly -Regional Manager site visits include discussion of AFHM as well as formal quarterly reviews to assess staffs
understanding, skills and effectiveness of plan. Managers and agents are required to update fair housing training annually.
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?
Leasing Associates, Property Manager.
7d. Staff Instruction/Training:
Describe AFHM/Fair Housing Act staff training, already provided or to be provided, to whom it was/will be provided, content of training,
and the dates of past and anticipated training. Please include copies of any AFHM/Fair Housing staff training materials.
Fair Housing Training is provided for all management staff. New employees are required to complete the Fair Housing Principals
and Practices Course and are also required to take a refresher course semi-annually or quarterly. We offer a 3 hour online course
recommended for all associates including management and maintenance.
The course outlines:
In-depth information on the Federal Fair Housing laws, guidelines, and their application to our industry
How to define and identify discrimination
How to comply with Fair Housing laws through illustrative case studies
Documentation and compliance strategies
Previous editions are obsolete
Page 4 of 8
Form HUD-935.2A (12/2011)
DocuSign Envelope ID: 5B6CE6A7-82E7-4FE9-8CEA-CBA62FF6F223
8. Additional Considerations Is there anything else you would like to tell us about your AFHMP to help ensure that
your program is marketed to those least likely to apply for housing in your project? Please attach additional sheets, as
needed.
9. Review and Update
By signing this form, the applicant/respondent agrees to implement its AFHMP, and to review and update its AFHMP
in accordance with the instructions to item 9 of this form in order to ensure continued compliance with HUD's Affirmative Fair
Housing Marketing Regulations (see 24 CFR Part 200, Subpart M). I hereby certify that all the information stated herein,
as well as any information provided in the accompaniment herewith, is true and accurate. Warning: HUD will prosecute
false claims and statements. Conviction may result in criminal and/or civil penalties. (See 18 U.S.C. 1001, 1010, 1012;
31 U.S.C. 3729, 3802).
%icltymof person submitting this Plan & Date of Submission (mm/dd/yyyy)
,,//
\—.0prtneppFnwAir
Name (type or print)
Kenneth Naylor
Title & Name of Company
Secretary of the General Partner of Residences at Dr. King Boulevard, Ltd.
For HUD -Office of Housing Use Only
Reviewing Official:
For HUD -Office of Fair Housing and Equal Opportunity Use Only
❑ Approval ❑ 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)
DocuSign Envelope ID: 5B6CE6A7-82E7-4FE9-8CEA-CBA62FF6F223
Public reporting burden for this collection of information is estimated to average six (6) hours per initial response, and four (4) hours for
updated plans, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data
needed, and completing and reviewing the collection of information. This agency may not collect this information, and you are not
required to complete this form, unless it displays a currently valid Office of Management and Budget (OMB) control number.
Purpose of Form: All applicants for participation in FHA subsidized and unsubsidized multifamily housing programs with five or more
units (see 24 CFR 200.615) must complete this Affirmative Fair Housing Marketing Plan (AFHMP) form as specified in 24 CFR
200.625, and in accordance with the requirements in 24 CFR 200.620. The purpose of this AFHMP is to help applicants offer equal
housing opportunities regardless of race, color, national origin, religion, sex, familial status, or disability. The AFHMP helps
owners/agents (respondents) effectively market the availability of housing opportunities to individuals of both minority and non -minority
groups that are least likely to apply for occupancy. Affirmative fair housing marketing and planning should be part of all new
construction, substantial rehabilitation, and existing project marketing and advertising activities.
An AFHM program, as specified in this Plan, shall be in effect for each multifamily project throughout the life of the mortgage (24 CFR
200.620(a)). The AFHMP, once approved by HUD, must be made available for public inspection at the sales or rental offices of the
respondent (24 CFR 200.625) and may not be revised without HUD approval. This form contains no questions of a confidential nature.
Applicability: The form and worksheets must be completed and submitted by all FHA subsidized and unsubsidized multifamily
housing program applicants.
INSTRUCTIONS:
Send completed form and worksheets to your local HUD Office, Attention: Director, Office of Housing
Part 1: Applicant/Respondent and Project
Identification. Blocks 1 a, lb, lc, 1 g, lh, and 1 i are self-
explanatory.
Block 1 d- Respondents may obtain the Census tract
number from the U.S. Census Bureau
(http://factfinder2.census.qov/main.html) when
completing Worksheet One.
Block 1 e- Respondents should identify both the housing
market area and the expanded housing market area for
their multifamily housing projects. Use abbreviations if
necessary. A housing market area is the area from
which a multifamily housing project owner/agent may
reasonably expect to draw a substantial number of its
tenants. This could be a county or Metropolitan Division.
The U.S. Census Bureau provides a range of levels to
draw from.
An expanded housing market area is a larger
geographic area, such as a Metropolitan Division or a
Metropolitan Statistical Area, which may provide
additional demographic diversity in terms of race, color,
national origin, religion, sex, familial status, or disability.
Block 1f- The applicant should complete this block only if
a Managing Agent (the agent cannot be the applicant) is
implementing the AFHMP.
Part 2: Type of AFHMP
Block 2a- Respondents should indicate the status of the
AFHMP, i.e., initial or updated, as well as the date of the
first approved AFHMP. Respondents should also provide
the reason (s) for the current update, whether the update is
based on the five-year review or due to significant changes
in project or local demographics (See instructions for Part
9).
Block 2b- Respondents should identify all groups HUD has
approved for occupancy in the subject project, in
accordance with the contract, grant, etc.
Block 2c- Respondents should specify the date the project
was/will be first occupied.
Block 2d- For new construction and substantial
rehabilitation projects, advertising must begin at least 90
days prior to initial occupancy. In the case of existing
projects, respondents should indicate whether the
advertising will be used to fill existing vacancies, to place
individuals on the project's waiting list, or to re -open a
closed waiting list. Please indicate how many people are
on the waiting list when advertising begins.
Previous editions are obsolete Page 6 of 8 Form HUD 935.2A (12/2011)
DocuSign Envelope ID: 5B6CE6A7-82E7-4FE9-8CE4-CBA62FF6F223
Part 3 Demographics and Marketing Area.
"Least likely to apply" means that there is an
identifiable presence of a specific demographic
group in the housing market area, but members of
that group are not likely to apply for the housing
without targeted outreach, including marketing
materials in other languages for limited English
proficient individuals, and alternative formats for
persons with disabilities. Reasons for not applying
may include, but are not limited to, insufficient
information about housing opportunities, language
barriers, or transportation impediments.
Block 3a - Using Worksheet 1, the respondent
should indicate the demographic composition of the
project's residents, current project applicant data,
census tract, housing market area, and expanded housing
market area. The applicable housing market area
and expanded housing market area should be indicated
in Block 1 e. Compare groups within rows/across columns on
Worksheet 1 to identify any under -represented group(s)
relative to the surrounding housing market area and expanded
housing market area, i.e., those group(s) "least likely to apply"
for the housing without targeted outreach and marketing. If there
is a particular group or subgroup with members of a protected
class that has an identifiable presence in the housing market area,
but is not included in Worksheet 1, please specify under "Other."
Respondents should use the most current demographic
data from the U.S. Census or another official source such
as a local government planning office. Please indicate the
source of your data in Part 8 of this form.
Block 3b - Using the information from the completed
Worksheet 1, respondents should identify the
demographic group(s) least likely to apply for the
housing without special outreach efforts by checking
all that apply.
Part 4 - Marketing Program and Residency Preference (if
any).
Block 4a - A residency preference is a preference for
admission of persons who reside or work in a specified
geographic area (see 24 CFR 5.655(c)(1)(ii)). Respondents
should indicate whether a residency preference is being
utilized, and if so, respondents should specify if it is new,
revised, or continuing. If a respondent wishes to utilize a
residency preference, it must state the preference area (and
provide a map delineating the precise area) and state the
reason for having such a preference. The respondent must
ensure that the preference is in accordance with the non-
discrimination and equal opportunity requirements in 24 CFR
5.105(a) (see 24 CFR 5.655(c)(1)).
Respondents should use Worksheet 2 to show how the
percentage of the eligible population living or working in the
residency preference area compares to that of residents of the project,
project applicant data, census tract, housing market area, and
expanded housing market area. The percentages would be the same as
shown on completed Worksheet 1.
Block 4b - Using Worksheet 3, respondents should describe
their use of community contacts to help market the project to those
least likely to apply. This table should include the name of a
contact person, his/her address, telephone number, previous
experience working with the target population(s), the
approximate date contact was/will be initiated, and the specific
role the community contact will play in assisting with affirmative
fair housing marketing or outreach.
Block 4c - Using Worksheet 4, respondents should describe
their proposed method(s) of advertising to market to those
least likely to apply. This table should identify each media
option, the reason for choosing this media, and the language
of the advertisement. Alternative format(s) that will be used to reach
persons with disabilities, and logo(s) that will appear on the
various materials (as well as their size) should be described.
Please attach a copy of the advertising or marketing material.
Part 5 — Availability of the Fair Housing Poster, AFHMP,
and Project Site Sign.
Block 5a - The Fair Housing Poster must be prominently
displayed in all offices in which sale or rental activity takes
place (24 CFR 200.620(e)). Respondents should indicate all
locations where the Fair Housing Poster will be displayed.
Block 5b -The AFHMP must be available for public inspection
at the sales or rental office (24 CFR 200.625). Check all of the
locations where the AFHMP will be available.
Block 5c -The Project Site Sign must display in a conspicuous
position the HUD -approved Equal Housing Opportunity logo,
slogan, or statement (24 CFR 200.620(f)). Respondents should
indicate where the Project Site Sign will be displayed, as well
as the size of the Sign and the size of the logo, slogan, or
statement. Please submit photographs of project site
signs.
Previous editions are obsolete Page 7 of 8 Form HUD-935.2A (12/2011)
DocuSign Envelope ID: 5B6CE6A7-82E7-4FE9-8CEA-CBA62FF6F223
Part 9 - Review and Update.
Part 6 - Evaluation of Marketing Activities.
Respondents should explain the evaluation process to be used
to determine if they have been successful in attracting those
individuals identified as least likely to apply. Respondents
should also explain how they will make decisions about future
marketing activities based on the evaluations.
Part 7- Marketing Staff and Training.
Block 7a -Respondents should identify staff positions that
are/will be responsible for affirmative marketing.
Block 7b - Respondents should indicate whether staff has been
trained on the AFHMP and Fair Housing Act.
Please indicate who provides the training and how frequently.
In addition, respondents should specify whether they periodically
assess staff members' skills in using the AFHMP and in applying
the Fair Housing Act. They should state how often
they assess employee skills and how they conduct the
assessment.
Block 7c - Respondents should indicate whether staff has been
trained on tenant selection in accordance with the project's
occupancy policy, including residency preferences (if any).
Respondents should also identify those staff positions that
are/will be responsible for tenant selection.
Block 7d - Respondents should include copies of any written
materials related to staff training, and identify the dates of past
and anticipated training.
Part 8 - Additional Considerations.
Respondents should describe their efforts not previously
mentioned that were/are planned to attract those individuals
least likely to apply for the subject housing.
By signing the respondent assumes responsibility for
implementing the AFHMP. Respondents must review their
AFHMP every five years or when the local Community
Development jurisdiction's Consolidated Plan is updated, or
when there are significant changes in the demographics of the
project or the local housing market area. When reviewing the plan,
the respondent should consider the current demographics of the
housing market area to determine if there have been demographic
changes in the population in terms of race, color, national
origin, religion, sex, familial status, or disability. The respondent will
then determine if the population least to likely to apply for the housing
is still the population identified in the AFHMP, whether the advertising
and publicity cited in the current AFHMP are still appropriate, or
whether advertising sources should be modified or expanded. Even if
the demographics of the housing market area have not
changed, the respondent should determine if the outreach
currently being performed is reaching those it is intended to
reach as measured by project occupancy and applicant data. If
not, the AFHMP should be updated. The revised AFHMP must
be submitted to HUD for approval. HUD may review whether the
affirmative marketing is actually being performed in
accordance with the AFHMP. If based on their review,
respondents determine the AFHMP does not need to be
revised, they should maintain a file documenting what was
reviewed, what was found as a result of the review, and why
no changes were required. HUD may review this
documentation.
Notification of Intent to Begin Marketing.
No later than 90 days prior to the initiation of rental
marketing activities, the respondent must submit notification
of intent to begin marketing. The notification is required by the
AFHMP Compliance Regulations (24 CFR 108.15). The
Notification is submitted to the Office of Housing in the HUD Office
servicing the locality in which the proposed housing will be located.
Upon receipt of the Notification of Intent to Begin Marketing from
the applicant, the monitoring office will review any previously
approved plan and may schedule a pre -occupancy conference.
Such conference will be held prior to initiation of sales/rental
marketing activities. At this conference, the previously
approved AFHMP will be reviewed with the applicant to
determine if the plan, and/or its proposed implementation,
requires modification prior to initiation of marketing in order to
achieve the objectives of the AFHM regulation and the plan.
OMB approval of the AFHMP includes approval of this
notification procedure as part of the AFHMP. The burden hours
for such notification are included in the total designated for this
AFHMP form.
Previous editions are obsolete Page 8 of 8 Form HUD-935.2A (12/2011)
DocuSign Envelope ID: 5B6CE6A7-82E7-4FE9-8CEA-CBA62FF6F223
worKsneet 1: uetermmmg uemograpnic croups Least Likely to Apply for Housing Opportunities
(See AFHMP, Block 3b)
In the respective columns below, indicate the percentage of demographic groups among the project's residents, current project
applicant data, census tract, housing market area, and expanded housing market area (See instructions to Block 1 e). If you are a new
construction or substantial rehabilitation project and do not have residents or project applicant data, only report information for census
tract, housing market area, and expanded market area. The purpose of this information is to identify any under -representation of
certain demographic groups in terms of race, color, national origin, religion, sex, familial status, or disability. If there is significant
under -representation of any demographic group among project residents or current applicants in relation to the housing/expanded
housing market area, then targeted outreach and marketing should be directed towards these individuals least likely to apply. Please
indicate under -represented groups in Block 3b of the AFHMP. Please attach maps showing both the housing market area and the
expanded housing market area.
Demographic
Characteristics
Project's
Residents
Project's
Applicant Data
Census Tract
Housing Market Area
Expanded
Housing Market
Area
%White
5.4%
% Black or African
American
—�
% Hispanic or Latino
8.6%
% Asian
American Indian or
Alaskan Native
% Native Hawaiian or
Pacific Islander
%Persons
with
Disabilities
31.3%
% Families with Children
under the age of 18
Other (specify)
'
Do
,uoIyn a ivcwNC 11.J..'uvvw1-11-uc u—n 1-.-w1---rvurwci I �i cc.,
Worksheet 2: Establishing a Residency
Complete this Worksheet if you wish to continue, revise,
who reside or work in a specified geographic area (see
must be in accordance with the non-discrimination and equal
will help show how the percentage of the population in the
residents, applicant data, census tract, housing market
delineating the residency preference geographical
Preference Area (See AFHMP, Block 4a)
or add a residency preference, which is a preference for admission of persons
24 CFR 5.655(c)(1)(ii)). If a residency preference is utilized, the preference
opportunity requirements contained in 24 CFR 5.105(a). This Worksheet
residency preference area compares to the demographics of the project 's
area, and expanded housing market area. Please attach a map clearly
area.
Demographic
Characteristics
Project's
Residents
(as determined
in Worksheet 1)
Project's
Applicant Data
(as determined
in Worksheet 1)
Census Tract
(as determined
in Worksheet
1)
Housing Market
Area (as
determined
in Worksheet 1)
Expanded
Housing Market
Area
(as determined in
Worksheet 1)
Residency
Preference Area
(if applicable)
% White
% Black or African
American
% Hispanic or
Latino
Asian
% American Indian
or Alaskan Native
% Native Hawaiian
or Pacific Islander
% Persons with
Disabilities
% Families with
Children under the
age of 18
Other (specify)
DocuSign Envelope ID: 5B6CE6A7-82E7-4FE9-8CEA-CBA62FF6F223
Worksheet 3: Proposed Marketing Activities —Community Contacts (See AFHMP, Block 4b)
For each targeted marketing population designated as least likely to apply in Block 3b, identify at least one community contact
organization you will use to facilitate outreach to the particular population group. This could be a social service agency, religious
body, advocacy group, community center, etc. State the names of contact persons, their addresses, their telephone numbers, their
previous experience working with the target population, the approximate date contact was/will be initiated, and the specific role they
will play in assisting with the affirmative fair housing marketing. Please attach additional pages if necessary.
Targeted Population(s)
Community Contact(s), including required information noted above.
White
Ymca Jesse J Mc Crary Elmntry, 514 NW 77th St, Miami, FL 33150, (305) 357-6622. We will
be contacting the church for referrals once units become available.
Hispanic
Iglesia Adventista Del Septimo Efeso, 3500 NW 25th Ave, Miami, FL 33142, (305)
636-9993,We will be contacting the church for referrals once units become available.
DocuSign En
✓elope ID: 5B6CE6A7-82E7-4FE9-8CEA-CBA62FF6F223
Worksheet 4: Proposed
Complete the following table by
the methods of advertising that
means of advertising that you
in addition to specifying the media
bulletin board, etc.) state any language(s)
used (e.g. Braille, large print,
Attach additional pages, if necessary,
material.
Marketing Activities — Methods of Advertising (See AFHMP, Block 4c)
identifying your targeted marketing population(s), as indicated in Block 3b, as well as
will be used to market to that population. For each targeted population, state the
will use as applicable to that group and the reason for choosing this media. In each block,
that will be used (e.g., name of newspaper, television station, website, location of
in which the material will be provided, identify any alternative format(s) to be
etc.), and specify the logo(s) (as well as size) that will appear on the various materials.
for further explanation. Please attach a copy of the advertising or marketing
Targeted Population(s)—>
Methods of Advertising 1
Targeted Population:
Targeted Population:
Targeted Population:
Newspaper(s)
White
Hispanic
The Herald
Radio Station(s)
TV Station(s)
Electronic Media
White
Hispanic
craigslist.com; rent.com
Bulletin Boards
White
Hispanic
Miami -Dade Housing Auth
Brochures, Notices, Flyers
Hispanic
Logo size 1" x 1" min.
White
Other (specify)
Hispanic
Apartment Guide
White
DocuSign Envelope ID: 5B6CE6A7-82E7-4FE9-8CEA-CBA62FF6F223
11.• 1 it .1
1Mi:RI( \N
FactFinder
QT-P21
Disability Status by Sex: 2000
Census 2000 Summary File 3 (SF 3) - Sample Data
NOTE: Data based on a sample except in P3, P4, H3, and H4. For information on confidentiality protection, sampling error, nonsampling error,
definitions, and count corrections see http://www.census.gov/prod/cen2000/doc/sf3.pdf
Disability status of the civilian noninstitutional
population
Census Tract 19.03, Miami -Dade County, Florida
Both sexes
Male
Female
Population 5 years and over
2,612
1,135 [
1,477 I
With a disability
818
326
492 i
Percent with a disability
31.3
28.7
33.3
Population 5 to 15 years
582
296 t
286
With a disability
20
20 €
0
Percent with a disability
3.4
€
6.8
0.0
Sensory
5
5 i
0
Physical
0
0 II
j
0 i
Mental
15
15 '
0 j
Self -care
0
0
0 1
Population 16 to 64 years
1,700 '
717
983
With a disability
644
272
372 I
Percent with a disability
37.9 '
37.9
37.8
Sensory
95 `
34
61 1
Physical
161 1
67
94
Mental
82
6
76
Self -care
65
0
65 I
Going outside the home
354
168
186 I
Employment disability
330
155
122 -
34
175
Population 65 years and over
330
,
208
With a disability
154 [
120 1
Percent with a disability
46.7
27.9
57.7 I
Sensory
75
15
60
Physical
119
26
93
Mental
83
34 ;
49
Self -care
36
7
29
Going outside the home
54 ;
7
47 I
Population 18 to 34 years
756 !
320
436
With a disability
224 i
127
97
Percent enrolled in college or graduate school
9.8
11.0
8.2
Percent not enrolled and with a bachelor's degree or
her
higher
0.0
0.0
193339
a_...._...__....___ .._
10.9
0.0
339 ,
,
No disability
532
Percent enrolled in college or graduate school
_.. _..._......._-.e-_.
8.3 1
.... ..._.__.
6.8
Percent not enrolled and with a bachelor's degree or
higher ..
Population 21 to 64 years
3.0 1
1,490 ;
619
39.4 '
871 1
46.8
8.3
0.0
840
650
With a disabili ty
266
€
,
I
_..._.�;
353
44.8 ,
Percent employed
32.3
384
56.3
No disability
487
39.4
Percent employed
1 of 2 10/10/2019
DocuSign Envelope ID: 5B6CE6A7-82E7-4FE9-8CEA-CBA62FF6F223
Source: U.S. Census Bureau, Census 2000 Summary File 3, Matrices P42, PCT26, PCT27, PCT28, PCT29, PCT30, PCT31, PCT32, and PCT33.
2 of 2 10/10/2019
DocuSign Envelope ID: 5B6CE6A7-82E7-4FE9-8CEA-CBA62FF6F223
• 1 i t • 1
AM1s121t':1:,
FactFinder
DP-1
Profile of General Population and Housing Characteristics: 2010
2010 Census Summary File 1
NOTE: For information on confidentiality protection, nonsampling error, and definitions, see http://www.census.gov/prod/cen2010/doc/sf1.pdf.
Geography: Census Tract 19.03, Miami -Dade County, Florida
Subject
Number
Percent
SEX AND AGE
Total population
2,815
100.0i
Under 5 years
259
9.2
5 to 9 years
232
8.2'
10 to 14 years
199
7.1
15 to 19 years
242
8.6
20 to 24 years
236
; 8.4
25 to 29 years
174
6.2
30 to 34 years
178
6.3
35 to 39 years
156
5.5 1
40 to 44 years
196
7.0
45 to 49 years
217
7.7
50 to 54 years
187
6.6
55 to 59 years
151
5.4
60to64years
115
4.1
65 to 69 years
68
2.4
70 to 74 years
75
2.7
75 to 79 years
43
1.5
80 to 84 years
46
1.6
85 years and over
41
1.5
Median age (years)
31.7
(X )
16 years and over
2,075
73.7
18 years and over
1,995
70.9
21 years and over
1,834
65.2
62 years and over
337
12.0
65 years and over
273
9.7
Male population
1,310
46.5
Under 5 years
132
4.7
5to9years
116
4.1
10 to 14 years
107
3.8
........ ........
15 to 19 years
124
4.4
20 to 24 years
110
3.9
25 to 29 years
68
2.4
30 to 34 years
84
3.0
35to39years
68
2.4
40 to 44 years
85
3.0
45 to 49 years
99
3.5
50 to 54 years
96
3.4
55 to 59 years
67
2.4
60 to 64 years
51
1.8
1 of 5 10/10/2019
DocuSign Envelope ID: 5B6CE6A7-82E7-4FE9-8CEA-CBA62FF6F223
Percent
65 to 69 years
70 to 74 years
34
1.2
27
1.0
75 to 79 years
14
0.5
80 to 84 years
21
i
0.7
85 years and over
7
29.9
,
,
;
0.2
(X )
33.0
31.6
28.6
Median age (years)
16 years and over
930
889
804
130
18 years and over
21 years and over
62 years and over
4.6
65 years and over
103
3.7
Female population
1,505 !
53.5
Under 5 years
127
4.5
5to9years
116
4.1
10 to 14 years
92
3.3
15 to 19 years
118
4.2
20 to 24 years
126 !
4.5
25 to 29 years
106
3.8
30 to 34 years
94 .
3.3
35 to 39 years
88
3.1
40 to 44 years
111 1
3.9
45 to 49 years
118
4.2
50 to 54 years
91 i
3.2
55 to 59 years
84
3.0
60 to 64 years
64 i
2.3
65 to 69 years
34
1.2
70 to 74 years
48
1.7
75 to 79 years
29
1.0
80 to 84 years
25
'
0.9
85 years and over
34
1.2
Median age (years)
33.1
(X )
16 years and over
1,145
40.7
18 years and over
1,106 [
39.3
21 years and over
1,030
36.6
62 years and over
207
7.4
65 years and over
170
6.0
RACE
Total population
2,815 I
100.0
One Race
2,754
97.8
White
153
5.4
Black or African American
2,563
91.0
American Indian and Alaska Native
9
0.3
Asian
0
0.0
Asian Indian
0
0
0
0.0
0.0
0.0
Chinese
Filipino
Japanese
0
0.0
Korean
0
0
0
1
0
j
I
0.0
0.0
0.0
0.0
0.0
0.0
0.0
Vietnamese
Other Asian [1]
Native Hawaiian and Other Pacific Islander
Native Hawaiian
Guamanian or Chamorro
0
0
Samoan
2 of 5 10/10/2019
DocuSign Envelope ID: 5B6CE6A7-82E7-4FE9-8CEA-CBA62FF6F223
1I
28
61
Percent
0:0_..
1.0
Other Pacific Islander [2]
Some Other Race
Two or More Races
2.2
White; American Indian and Alaska Native [3]
0 j
0.0
White; Asian [3]
0 1
23 1
0.0
0.8
White; Black or African American [3] j
White; Some Other Race [3]
22 1
0.8
Race alone or in combination with one or more other
races: [41___._......._.
199
2,599
17
_--
White
7.1
Black or African American
;
:
92.3
American Indian and Alaska Native
0.6
Asian
4 `
0.1
Native Hawaiian and Other Pacific Islander j
6 .
0.2
Some Other Race
56
2.0
IISPANIC OR LATINO
Total population
2,815 (
100.0
Hispanic or Latino (of any race)
!
243 C
8.6
Mexican
9
0.3
Puerto Rican
28
1.0
Cuban
39
1.4
Other Hispanic or Latino [5]
167
5.9
Not Hispanic or Latino
2,572 1
91.4
HISPANIC OR LATINO AND RACE
Total population
2,815
100.0
Hispanic or Latino
243 (
8.6
White alone
125
4.4
Black or African American alone
51
1.8
American Indian and Alaska Native alone
4 1
0.1
Asian alone
0
0.0
Native Hawaiian and Other Pacific Islander alone
1
0.0
Some Other Race alone
22
0.8
Two or More Races
40 i
1.4
Not Hispanic or Latino
2,572 s
91.4
White alone
28
1.0
Black or African American alone
2,512
;
89.2
American Indian and Alaska Native alone
5
I
0.2
Asian alone
0
0.0
Native Hawaiian and Other Pacific Islander alone
0
0.0
Some Other Race alone
6 €
0.2
Two or More Races
21
0.7
RELATIONSHIP
Total population
2,815
100.0
In households
2,794
99.3
Householder
1,039
36.9
Spouse [6]
153
5.4
Child
976
34.7
23.1
14.5
�,.8._
1.1
7.8
0.2
0.4
4.2
.7
Own child under 18 years
650
407
162
31
Other relatives
Under 18 years
65 years and over
Nonrelatives
219
7
11
Under 18 years
65 years and over
Unmarried partner
In group quarters
119 ?
21 1
3 of 5 10/10/2019
DocuSign Envelope ID: 5B6CE6A7-82E7 4FE9-8CEA-CBA62FF6F223 Percent
Institutionalized population
0
0
` 0.0
Male
0.0
Female
Noninstitutionalized population
0 � 0.0
21 0.7
Male
Female
16
5
0.6
0.2
HOUSEHOLDS BY TYPE
Total households
1,039
100.0
Family households (families) [7]
653
62.8
With own children under 18 years
323
31.1
Husband -wife family
153
14.7
With own children under 18 years
61
5.9
Male householder, no wife present
95
9.1
With own children under 18 years
28
2.7
Female householder, no husband present
405
39.0
With own children under 18 years
234
22.5
Nonfamily households [7]
386
37.2
Householder living alone
303
29.2
Male
134
12.9
65 years and over
33 E 3.2
Female
169
16.3
65 years and over
59 5.7
Households with individuals under 18 years
403 38.8
Households with individuals 65 years and over
236
22.7
Average household size
2.69 (X )
Average family size [7]
3.35 (X )
HOUSING OCCUPANCY
Total housing units
1,331
100.0
Occupied housing units
1,039
78.1
Vacant housing units
292
21.9
For rent
183 i 13.7
Rented, not occupied
21 1.6
For sale only
21 1.6
Sold, not occupied
1
0.1
For seasonal, recreational, or occasional use
2
0.2
All other vacants
64
4.8
Homeowner vacancy rate (percent) [8]
7.8
(X )
Rental vacancy rate (percent) [9]
18.4 i (X )
HOUSING TENURE
Occupied housing units
1,039 100.0
Owner -occupied housing units
248 23.9
Population in owner -occupied housing units
682
(X )
Average household size of owner -occupied units
2.75 t (X )
Renter -occupied housing units
Population in renter -occupied housing units
791
2,112
2.67
76.1
Average household size of renter -occupied units
(X )
X Not applicable.
[1] Other Asian alone, or two or more Asian categories.
[2] Other Pacific Islander alone, or two or more Native Hawaiian and Other Pacific Islander categories.
[3] One of the four most commonly reported multiple -race combinations nationwide in Census 2000.
[4] In combination with one or more of the other races listed. The six numbers may add to more than the total population, and the six percentages may
add to more than 100 percent because individuals may report more than one race.
4 of 5 10/10/2019
DocuSign Envelope ID: 5B6CE6A7-82E7-4FE9-8CEA-CBA62FF6F223 he Dominican Republic, Spain, and Spanish-speaking Central or South American
countries. It also includes general origin responses such as "Latino" or "Hispanic."
[6] "Spouse" represents spouse of the householder. It does not reflect all spouses in a household. Responses of "same -sex spouse" were edited
during processing to "unmarried partner."
[7] "Family households" consist of a householder and one or more other people related to the householder by birth, marriage, or adoption. They do not
include same -sex married couples even if the marriage was performed in a state issuing marriage certificates for same -sex couples. Same -sex couple
households are included in the family households category if there is at least one additional person related to the householder by birth or adoption.
Same -sex couple households with no relatives of the householder present are tabulated in nonfamily households. "Nonfamily households" consist of
people living alone and households which do not have any members related to the householder.
[8] The homeowner vacancy rate is the proportion of the homeowner inventory that is vacant "for sale." It is computed by dividing the total number of
vacant units "for sale only" by the sum of owner -occupied units, vacant units that are "for sale only," and vacant units that have been sold but not yet
occupied; and then multiplying by 100.
[9] The rental vacancy rate is the proportion of the rental inventory that is vacant "for rent." It is computed by dividing the total number of vacant units
"for rent" by the sum of the renter -occupied units, vacant units that are "for rent," and vacant units that have been rented but not yet occupied; and
then multiplying by 100.
Source: U.S. Census Bureau, Census 2010 Summary File 1, Tables P5, P6, P8, P12, P13, P17, P19, P20, P25, P29, P31, P34, P37, P43, PCTS,
PCT8, PCT11, PCT12, PCT19, PCT23, PCT24, H3, H4, H5, H11, H12, and H16.
Source: U.S. Census Bureau, 2010 Census.
Exhibit F
Form of Mortgage and Security Agreement
Exhibit G
Form of Declaration of Restrictive Covenants
Exhibit H
Form of Rent Regulatory Agreement
Exhibit I
Signage Requirements
Font size: 86 pt
Building
Better
Neighborhoods
Mayor Francis Suarez
Name of
development
--Alex Diaz de la Portilla
District 1
Ken Russell
District 2
Joe Carollo
District 3
Manolo Reyes
District 4
Keon Hardemon
District 5
Arthur Noriega, V
City Manager
Project Construction
Cost:
City Contribution:
(305) 416-2080
Font size: 230 pt
Font size: 314 pt
Font size: 168 pt
Font size: 192 pt
.40000
Font size: 175 pt
MIAMI FOREVER
t NERAL OBLIGA?SUN BOND
Housingq
& Comni"unity
; „. Development
Project located in District X
represented by
City of Miami Commissioner
XXXXXX
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: 165 pt
Font size: 270 pt
Exhibit J
Insurance Requirements
INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE -
CONSTRUCTION REQUIREMENTS MFB LOAN AGREEMENTS
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
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 listed as an additional insured
ill. Worker's Compensation
Limits of Liability
Statutory -State of Florida
Waiver of subrogation
Employer's Liability
A. Limits of Liability
$1,000,000 for bodily injury caused by an accident, each accident.
$1,000,000 for bodily injury caused by disease, each employee
$1,000,000 for bodily injury caused by disease, policy limit
IV. Umbrella Policy (Excess Follow Form)
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $ 2,000,000
Aggregate $ 2,000,000
City of Miami listed as an additional insured. Coverage is excess follow form
over the general liability and auto policies.
V. Payment and Performance Bond $ TBD
City of Miami listed as an Obligee
VI. 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 payees
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 K
Certificate of Compliance with Fla. Stat. § 218.38
The undersigned, Kenneth Naylor, as the Secretary of APC Residences at Dr. King Boulevard,
LLC, a Florida limited liability company, the general partner of Residences at Dr. King Boulevard,
Ltd., a Florida limited partnership ("Developer"), hereby certify to the City of Miami ("City" and
"Lender") that:
1) The City of Miami has received a final judgement order validating its multiple series of
Miami Forever Capital Programs Bonds ("Bonds"). The projects to be financed by the
Bonds will be undertaken by the City to, among other things, reduce flooding risks, to
improve stormwater infrastructure, to improve affordable housing, economic development,
parks, cultural facilities, streets, and infrastructure and to enhance public safety within the
City's limits.
2) From the Bonds funds, the City as Lender will loan Two Million Dollars ($2,000,000) to
the Developer to fund the construction and completion of 120 units of affordable housing
to be located at 6240 NW 15 Ave., Miami, Florida 33147, 1501 NW 62 St., Miami, FL
33147, 1515 NW 62 St., Miami, FL 33147, 1525 NW 62 St., Miami, FL 33147, 1535 NW
62 St., Miami, FL 33147, 1551 NW 62 St., Miami, FL 33147, 1560 NW 62 St., Miami, FL
33147, 1520 NW 62 St., Miami, FL 33147, 1500 NW 62 St., Miami, FL 33147, and
Adjacent North of 1500-1520 NW 62 Street, Miami, FL 33147 ("Residences at Dr. King
Boulevard Project").
3) To the best of our knowledge, no finder's fees have been paid in connection with the Miami
Forever Capital Programs for the Residences at Dr. King Boulevard Project receiving
funding from the Bonds in compliance with Florida Statute § 218.386. Florida Statute §
218.386 states "no underwriter, commercial bank, investment banker, financial consultant,
or adviser shall pay any finder any bonus, fee, or gratuity in connection with the sale of
general obligation bonds or revenue bonds issued by any unit of local government, unless
full disclosure is made to the unit of local government prior to or concurrently with the
submission of a purchase proposal for bonds by the underwriter, commercial bank,
investment banker, or financial consultant or adviser and subsequently in the official
statement or offering circular, if any, detailing the name and address of any finder and the
amount of bonus, fee, or gratuity paid to such finder." Willful violation of this section is a
felony in the third degree.
Print Name: Signature: , Title: Date:
KatiC9ETNIURYla
5r-ErAYOF 9 z/ zoze
APC Revs
AT PR. Kim uel,4p (L,
THE GE J_ OWNER o r
RiEsoakcgs AT2R_ KrA4
FowAv i L1D
FLORIDA NOTARY ACKNOWLEDGMENT
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE )
The foregoin in rument was ackn�gM!'�ed ed before mce�byI mans of t7f •hysic=l pt sence or D,on7�hp notarization, this
2 day af,� , 2020 by" o /v/ , as f.,.G, Fz�1s� a; aLII0. ObiL+ G4 p�oy/ of
the State of Florida, on behalf of the . He/she is pens•ally known to me or as produced
as identification.
(NOTARY PUBLIC SEAL)
MARLENE CASAR SANCHEZ
Np�� ,:-_ Notary Public • State of Florida
�: Commission # GG 921883
' of r�� a My Comm. Expires Oct 19, 2023 (
._... Bonded through National Notary Assn.
fi8853617 v2
Signatur of Person Taking Arledgment
/eoe SCCA
(Printed, Typed, or Stamped Name of Notary Public)
Title or Rank
GtgzI9 3
Serial Number, if any
&b3o0
Schedule A
Permitted Senior Financing
1. Construction loan from Citibank, N.A. in the amount of $24,600,000.00, evidenced by
a Multifamily Construction Note and secured by a Multifamily Mortgage from
Borrower in favor of Citibank, N.A.;
2. Permanent loan from Federal Home Loan Mortgage Corporation, a federally chartered
corporation ("Freddie Mac"), in the amount of $6,450,000, evidenced by a Promissory
Note and secured by a Mortgage from Borrower in favor of Freddie Mac.