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Home My WebLink About23344AGREEMENT INFORMATION AGREEMENT NUMBER 23344 NAME/TYPE OF AGREEMENT PLATFORM 3750 DESCRIPTION MIAMI FOREVER BOND LOAN AGREEMENT FOR PLATFORM 3750 II, LLC - $3,500,000.00 // NEW CONSTRUCTION / 79 PROJECT UNITS - 3750 S DIXIE HIGHWAY EFFECTIVE DATE January 11, 2021 ATTESTED BY NICOLE EWAN ATTESTED DATE 1/11/2021 DATE RECEIVED FROM ISSUING DEPT. 2/3/2021 NOTE CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATIMG DEPARTMENT: _HOUSING AND COMMUNITY DEVELOPMENT DEPT. CONTACT PERSON: _DOLLILA PINKHASOV EXT. 2184 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: _PLATFORM 3750, LLC IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? ❑ YES ® NO TOTAL CONTRACT AMOUNT: $_3,500.000 (GOB) & $1,948,000 (HOME) FUNDING INVOLVED? ® YES ❑ NO TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT HCD18240 ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT OTHER: (PLEASE SPECIFY) _Platform 3750 LLC received $3,500,000 in GOB and $1,948,000 (HOME) funding for the construction of the 191affordable units at 3750 S Dixie Highway for very low, low, workforce households. PURPOSE OF ITEM (BRIEF SUMMARY): COMMISSION APPROVAL DATE: / / FILE ID: ENACTMENT NO.: IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN:'_ Please, see attached HCLC Memos dated September 27, 2019 for the approval of HOME funding and a second HCLC dated September 27, 2019 for the approval of GOB funding. --, R ... .. _.. �.=:T�OU'Y'ING _I6�9FOEt6�lIATIOM , _ .__ - Date PL :ZASE PRINT AND SIGN APPROVAL BY DEPARTMENTAL DIRECTOR 1/8/21 PRI T: Alfredo Duran SIG RE SUBMITTED TO RISK MANAGEMENT PRINT: ‘. SIGNATURE: SUBMITTED TO CITY ATTORNEY 1 -I[ ~li( PRINT: VICTORI 1ENDEZ - SIGNATURE:' { APPROVAL BY ASSISTANT CITY MANAGER ' _-1 lrVt PRINT:: ; . S a. KA, `., yel- SIGNATURE: RECEIVED BY CITY MANAGER PRINT: RT N GA, V SIGNA 1) ONE ORIGINAL TO CITY CLERK, 2) ONE COPY TO CITY ATTORNEY'S OFFICE, 3) REMAINING ORIGINAL(S) TO ORIGINATING DEPARTMENT PRINT: SIGNAT PRINT: \, SIGNATURE: PRINT: SIGNATURE: g3-3yy MIAMI FOREVER BOND LOAN AGREEMENT FOR PLATFORM 3750 II, LLC This Miami Forever Bond Loan Agreement (this "Loan Agreement" or "Agreement") for Platform 3750 is dated as of this II day of2021, by and between the CITY OF MIAMI, a municipal corporation ofthe State of orida ( ereinafter the "City" or "Lender") and PLATFORM 3750 II, LLC, a Florida limited liability company (hereinafter the "Project Sponsor" or "Borrower"). FUNDING SOURCE: MIAMI FOREVER BOND FUNDS AMOUNT: Three Million Five Hundred Thousand and 00/100 Dollars ($3,500,000.00) RESOLUTION: Housing and Commercial Loan Committee ("HCLC") approval of September 27, 2019 PROJECT NAME: Platform 3750 PROJECT TYPE: New Construction TERM: See Section 1.17 AFFORDABILITY PERIOD: Thirty (30) years or at such time that the Loan is repaid in full (whichever is later), commencing on the Closeout of the Project ASSISTED UNITS: IDIS NUMBER: ORACLE NUMBER: PROPERTY ADDRESS: Seventy-nine (79) Project units 3750 South Dixie Highway, Miami, Florida 33133 EXHIBITS ATTACHED HERETO AND INCORPORATED HEREIN: Exhibit A Legal Description Exhibit B Scope of Work/Project Schedule Exhibit C Budget Exhibit D Form of Disbursement Agreement Exhibit E Affirmative Marketing Procedures and Responsibilities Exhibit F Form of Mortgage and Security Agreement Exhibit G Form of Declaration of Restrictive Covenants Exhibit H Form of Rent Regulatory Agreement Exhibit I Signage Requirements Page 1 of 41 Exhibit J Exhibit K Schedule A Construction Insurance Requirements No Finder's Fee Affidavit Schedule of Permitted Financing RECITALS WHEREAS, the Project Sponsor is the owner of a long-term leasehold estate in the real property ("Property") described in Exhibit "A." The Project Sponsor is constructing a new affordable housing project to be known as Platform 3750 (the "Project") that will increase the supply of Affordable and Workforce rental housing units for eligible tenants (ranging from 33% 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 $3,500,000.00 for the construction of affordable housing 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 hereto understand and agree as follows: ARTICLE I DEFINITIONS The City and the Project Sponsor hereby agree that the capitalized terms used herein shall have the meanings set forth below unless the context requires otherwise: 1.1 Affordability Period: The period of time that the Assisted Units must remain affordable, in accordance with the Loan Documents, for persons or households whose annual income does not exceed sixty percent (60%) of the median income for the area, as determined by the FHFC with adjustments for smaller and larger families and with certain exceptions as provided by FHFC, a person or household whose annual income does not exceed thirty-three percent (33%) 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, Very Low, Low, and Workforce Income individuals. The Affordability Period of this Project will be thirty (30) years or at such time that the Loan is repaid in full (whichever is later), commencing on Close -Out of the Project. Page 2 of 41 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 Assisted Units: Seventy-nine (79) of the total one hundred ninety-one (191) Project units are set aside for occupancy by persons or households whose annual income does not exceed sixty percent (60%) of the median income for the area, as determined by the Florida Housing Finance Corporation ("FHFC") with adjustments for smaller and larger families and with certain exceptions as provided by FHFC, a person or household whose annual income does not exceed thirty- three percent (33%) 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, Very Low, Low, and Workforce Income Households pursuant to the Bond Requirements throughout the Affordability Period. They are restricted for households with incomes at or below one hundred forty percent (140%), eighty percent (80%), sixty percent (60%), fifty percent (50%), and 33% of the median income for the area, as determined by FHFC, with adjustments and certain exceptions as provided by FHFC. The City -assisted Project units shall be comprised as follows: one (1) efficiency for a person or household whose annual income does not exceed thirty-three percent (33%) 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, one (1) efficiency for a Very Low Income Household, forty-three (43) efficiencies for persons or households whose annual income does not exceed sixty percent (60%) 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, twenty-eight (28) one -bedroom one -bathroom units for persons or households whose annual income does not exceed sixty percent (60%) 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, four (4) two -bedroom two -bathroom units for persons or households whose annual income does not exceed sixty percent (60%) 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, one (1) efficiency for Low Income Households, one (1) one - Page 3 of 41 1.4 Bond Documents or Loan Documents: bedroom one -bathroom unit for Workforce Income Households. 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 $3,500,000.00 from the City to the Project Sponsor for Project construction. 1.6 Bond Program: 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. 1.7 Bond Requirements: 1.8 Code: 1.9 Close -Out of the Project or Project Completion: The requirements contained in (i) City of Miami Resolution R-19-0111 adopted by the City of Miami Commission on March 14, 2019, and any and all exhibits and amendments thereto, (ii) City of Miami Resolution R-19-0062 adopted by the City of Miami Commission on February 14, 2019, and any and all exhibits and amendments thereto, and (iii) the Miami Forever Bond Validation Final Judgment that was recorded on December 27, 2019 in Official Records Book 31743 at Page 4365 of the Public Records of Miami -Dade County, Florida. The 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 fmal, 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. 1.10 Contract Records: Any and all books, records, documents, information, data, papers, letters, materials, electronic storage data and media, Page 4 of 41 1.11 Effective Date: 1.12 HUD: 1.13 Legal Requirements: 1.14 Mortgage: 1.15 Payment Date: 1.16 Project: 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. The date on which the City Clerk's attestation is affixed to this Agreement. The U.S. Department of Housing and Urban Development. 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. 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 residential apartment units at 3750 South Dixie Highway, Miami, Florida 33133. The project will consist of a total of one hundred ninety-one (191) residential apartment units, comprised of sixty-seven (67) two-bedroom/two-bathroom units; sixty-six (66) one- bedroom/one-bathroom units; and fifty-eight (58) studio/one-bathroom units. Seventy-nine (79) of the total one hundred ninety-one (191) Project units shall be City - assisted units and shall be subject to the Bond Requirements and the Loan Documents throughout the Affordability Period. Page 5 of 41 1.17 Property: 1.18 Term: 1.19 The Covenant: 1.20 Very Low Income Household: The real property located at 3750 South Dixie Highway, Miami, FL 33133, 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 units will qualify and remain Affordable during the Affordability Period. A person or household whose annual income does not exceed fifty percent (50%) 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 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 in FHFC. 1.23 Permitted Senior Financing: The loan(s) specified to be senior to the Loan as seen in Schedule A, attached hereto and incorporated herein, and shall include refinancing of such senior loans, provided that the amount of the refinancing loan(s) does not exceed the then outstanding loan amount of the loan being refinanced. 1.24 General Partner/Manager: OMITTED. 1.25 Workforce Income Household: A person or households with income at or below one hundred forty percent (140%) of the median income for Miami -Dade County, FL as determined by FHFC, with adjustments and certain exceptions as provided in FHFC. 1.26 Surplus Cash: "Surplus Cash" is defined herein to mean the same as that term is defined in the Regulatory Agreement [definition is forthcoming] between Borrower and HUD. Page 6 of 41 ARTICLE II BOND FUNDS Upon satisfaction of all conditions set forth herein, the City shall disburse the Bond Funds to the Project Sponsor for the purposes herein set forth. 2.1 USE OF FUNDS. The Platform 3750 Project, consisting of one hundred ninety-one (191) rental units. Seventy-nine (79) of the total one hundred ninety-one (191) Project units shall be set aside for persons or households whose annual income does not exceed sixty percent (60%) of the median income for the area, as determined by the FHFC with adjustments for smaller and larger families and with certain exceptions as provided by FHFC, a person or household whose annual income does not exceed thirty-three percent (33%) 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, 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, at the Borrower's sole cost, a Final Cost Certification prepared by an independent certified public accountant, both in form and substance acceptable to the 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 Page 7 of 41 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 percent (3%) per annum, as further provided in the Note. The principal and any accrued interest will be deferred to the end of the 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. Notwithstanding the foregoing, if the Borrower is unable to pay the principal of and any accrued interest on the Note at the end of the Affordability Period, such non-payment shall not be an Event of Default under the Note or this Agreement so long as (i) the Borrower is otherwise not in default hereunder or under the other Loan Documents, (ii) the Borrower pays to the City not less than 75% of Surplus Cash of the Project on a monthly basis on the first day of each month, (iii) the interest rate on the outstanding principal amount of the Note shall increase to the post -maturity interest rate of 3.25% accruing from the stated maturity date of the Note until all principal and accrued interest and any other amounts payable under Note or the other Loan Documents are paid hi full, and (iv) the restrictions on the Assisted Units regarding affordability shall remain in place until the Note and all other obligations under the Loan Agreement are paid in full. 2.7 REIMBURSEMENT OF BOND FUNDS: The City shall reimburse 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. Page 8 of 41 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 operating agreement, or its equivalent, as appropriate, and a good standing certificate for the Project Sponsor certified by the appropriate governmental authority. (b) Resolutions, and incumbency certificates, or, in the case of a limited liability company, their equivalent, if applicable, certified by the manager or other authorized signer, authorizing the consummation of the transactions contemplated hereby, all satisfactory to the City. (c) Evidence satisfactory to the City that the Project Sponsor is qualified to receive funds under the Bond Program in accordance with the Bond Requirements. 3.1.5 Insurance Policies. The Project Sponsor shall obtain and furnish evidence of insurance 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 Page 9 of 41 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 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 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., Page 10 of 41 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. 3.1.19 Delivery of Other Documents. All other documents reasonably required by the City. 3.2. This Agreement shall be governed by the insurance requirements set forth in Exhibit "J" and any applicable provisions set forth in Article III. ARTICLE IV BOND REQUIREMENTS The Project Sponsor shall comply with the following Bond Requirements: 4.1 GENERAL. 4.1.1 The Project Sponsor shall maintain current documentation that its activities qualify under the Bond Requirements and the Bond Program. 4.1.2 The Project Sponsor shall ensure and maintain documentation that conclusively demonstrates that each activity assisted in whole or in part with Bond Funds is an activity which benefits persons or households whose annual income does not exceed sixty percent (60%) of the median income for the area, as determined by the FHFC with adjustments for smaller and larger families and with certain exceptions as provided by FHFC, a person or household whose annual income does not exceed thirty-three percent (33%) 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, Very Low, Low, and Workforce -Income Households/persons. 4.1.3 INTENTIONALLY OMITTED Page 11 of 41 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: (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. Page 12 of 41 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 Definitions. (a) Personal Property. Personal Property of any kind except real property: 1) Tangible. All personal property having physical existence. 2) Intangible. All personal property having no physical existence such as patents, inventions and copyrights. (b) Non -expendable Personal Property. Tangible personal property of a non- consumable nature, with a value of $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: (a) All non -expendable personal property purchased in whole or in part with funds from this and previous contracts with the City shall be listed in the property records of the Project Sponsor and shall include: a description of the property; location; model number; manufacturer's serial number; date of acquisition; funding source; unit cost; property inventory number; information on its condition; and information on the transfer, replacement, or disposition of the property. (b) All non -expendable personal property purchased in whole or in part with funds from this and previous contracts with the City shall be inventoried annually by the Project Sponsor in an inventory report submitted to the City when and as requested by the City. The inventory report shall include the elements listed in Paragraph 4.3.2(a), above. 4.4 DISPOSITION. The Project Sponsor shall obtain the prior written approval of the City for the disposition of real or personal property purchased in whole or in part with Bond Funds, 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. Page 13 of 41 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 aprovision requiring compliance with all applicable regulatory and other requirements of this Agreement, and with any other conditions and/or approvals that the City may deem necessary. The requirements of this paragraph apply to subcontracts and assignments in which parties are engaged to carry out any eligible substantive programmatic service, as may be defined by the City, set forth in this Agreement. The City shall in its sole and absolute discretion determine when services are eligible substantive programmatic services and subject to the audit and record -keeping requirements described in this Agreement; and (e) Incorporate the language of the Certificate Regarding Lobbying executed in connection herewith. 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 full responsibility for the provision of all insurance and fringe benefits for himself/herself/itself and for employees retained by the consultant in carrying out the Scope of Work provided in this subcontract. 4.5.3 The Project Sponsor shall be responsible for monitoring the contractual performance of all subcontracts. 4.5.4 The Project Sponsor shall submit to the City for its review and 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. Page 14 of 41 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 The Project Sponsor shall submit to the City for written prior approval all proposed Solicitation Notices, Invitations for Bids, and Requests for Proposals. 4.6 REPORTING OBLIGATIONS. 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: 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 Page 15 of 41 $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. 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. Page 16 of 41 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 fmancial statements and a report on compliance with laws and regulations based on the audit of fmancial 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. 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 fmancial 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. Page 17 of 41 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. 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. Page 18 of 41 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. ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE PROJECT SPONSOR The Project Sponsor represent and warrant to the City as follows: 5.1 ORGANIZATION AND EXISTENCE. The Project Sponsor is a Florida limited liability company duly organized, validly existing and in good standing under the laws of the State of Florida, and has full power and authority to conduct its business as presently conducted, to receive the Bond Funds and operate the Project. The Project shall comply with all applicable Bond Requirements. The Project Sponsor has full power and authority to perform the provisions hereof and of its agreements and undertakings with the City and to perform the transactions contemplated hereby, and such execution and performance have been duly authorized by all necessary corporate or other approvals and actions. 5.2 CORRECTNESS OF DOCUMENTS. The cost estimates, Budget, schedules, and all other documents furnished to the City in accordance with the Bond Program, this Agreement, and/or the other Bond Documents, are true and correct in all material respects and accurately set forth the facts contained therein and neither misstate any material fact, nor, separately or in the aggregate, fail to state any material fact necessary to make the statements made therein not misleading. 5.3 ABSENCE OF PROCEEDINGS, ACTIONS AND JUDGMENTS. There are no conditions, circumstances, events, agreements, documents, instruments, restrictions, actions, suits or proceedings pending or threatened against or affecting the Project Sponsor, the Project or the Property which could adversely affect the Project Sponsor's ability to comply with 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 Page 19 of 41 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 a long term leasehold estate in the Property, subject only to: (a) the exceptions and other matters set forth in that certain Title Insurance Commitment Order Number 19115328 issued by Old Republic National Title Insurance Company with an effective date of October 28 (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. 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. Page 20 of 41 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. 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 fmancing/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 Page 21 of 41 construction/rehabilitation work adheres to and conforms with the applicable City, county or state requirements, including, without limitation, applicable building code requirements. The Project Sponsor shall: (a) meet all of its obligations hereunder and under all of the Loan Documents executed in connection herewith, (b) rent all City Assisted Units to persons or households whose annual income does not exceed sixty percent (60%) of the median income for the area, as determined by the FHFC with adjustments for smaller and larger families and with certain exceptions as provided, by FHFC, a person or household whose annual income does not exceed thirty-three percent (33%) 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, 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 persons or households whose annual income does not exceed sixty percent (60%) of the median income for the area, as determined by the FHFC with adjustments for smaller and larger families and with certain exceptions as provided by FHFC, a person or household whose annual income does not exceed thirty-three percent (33%) 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, 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. 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. Page 22 of 41 (c) The Project Sponsor shall notify the City in writing, both during the pendency of this Agreement and after its expiration termination, as part of the final closeout procedure, of the address where all Contract Records will be retained. 6.4 PROVISION OF 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 C/O OFFICE OF THE CITY ATTORNEY, 9TH FLOOR, MIAMI RIVERSIDE CENTER, 444 S.W. 2ND AVENUE, MIAMI, FLORIDA 33130 OR THE CITY'S DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT'S CUSTODIAN OF RECORDS AT 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 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. The Project Sponsor shall obtain the City's prior written approval prior to undertaking any of the following with respect to the Project Sponsor, the Project and/or the Property: (a) 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. Page 23 of 41 (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) Any proposed Solicitation Notice, Invitation, for Bids or Request for Proposals relating to the use of the Bond Funds. (e) The disposal of any Contract Records during the Retention Period. (f) INTENTIONALLY OMITTED 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 ofthe 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. 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 ofthe 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. Page 24 of 41 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 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 Page 25 of 41 _thereon, and all unpaid fees, charges and other obligations of the Project Sponsor due under any of the Loan Documents, as provided therein. 6.13 AFFIRMATIVE MARKETING. The Project Sponsor shall comply with the affimiative 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 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 Page 26 of 41 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 which are prepared by or at the direction of the Project Sponsor, such as pamphlets and news releases, and all events carried out to publicize the Project, shall recognize the City as one of the Project's funding sources. 6.16 AFFIRMATIVE ACTION. The Project Sponsor shall not discriminate on the basis of race, color, national origin, sex, religion, age, sexual orientation, marital or family status or handicap/disability in connection with its performance under this Agreement or in connection with the construction of the Project or the occupancy of any Project unit. Age discrimination and discrimination against minor dependents are also not permitted. The Project Sponsor shall meet the fair housing requirements of 24 C.F.R. § 570.904. 6.17 MAINTENANCE OF LEGAL EXISTENCE AND AUTHORITY. Project Sponsor shall maintain its existence as a limited liability company and authority to conduct its business under the laws of the State of Florida and the 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. Page 27 of 41 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 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 Page 28 of 41 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. ARTICLE VIE DEFAULT 7.1 The happening of any one or more of the following events shall constitute an Event of Default: (a) In the event any of the Bond Assisted Units fails to remain Affordable at any time during the Affordability Period, the Project Sponsor's failure to initiate action to cure such non-compliance within 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, and for permitted transfers as set forth in Section 6.5(f) above, 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 Page 29 of 41 (f) (g) 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. 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 .financial statement(s), then City, in its sole and absolute discretion, may deem such a failure to be a material non -curable breach of this Agreement. In such an event, City will notify Project Sponsor by a written communication. 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). (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 Page 30 of 41 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. 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. (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 () 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; Page 31 of 41 (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 City, resist and defend such action or proceeding by counsel satisfactory to the City. The Project Sponsor expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Project Sponsor shall in no way limit the responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, agents and instrumentalities as herein provided. The Project Sponsor shall further require its contractors to indemnify, hold harmless and defend the City, its officers, agents, directors, and/or employees against any and all liabilities, claims, damages, suits, judgments and costs, including attorney's fees arising out of, or resulting from the contractor's negligence or omissions in connection with this project. The indemnification provided above shall obligate the Project Sponsor to defend, at its own expense, to and through appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at the City's option, any and all claims of liability and all suits and actions of every name and description which may be brought against the City whether performed by the Project Sponsor, or persons employed or utilized by Project Sponsor. This indemnity will survive the cancellation or expiration of the Agreement. This indemnity will be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conforms to the limitations of §725.06 and/or §725.08, Florida Statutes, as applicable. The Project Sponsor agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of the Project Sponsor in which the Page 32 of 41 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 fail to comply with the terms contained herein. 10.1 TERMINATION BECAUSE OF LACK OF FUNDS. In the event the City does not receive from its funding source 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 any term or provision of this Agreement, following the giving of notice and the expiration of all applicable cure periods. The City may terminate this Agreement, in whole or in part, in the event that the City determines, in its reasonable discretion, that there exists an event of default under and pursuant to the terms of any other agreement or obligation of any kind or nature whatsoever of the Project Sponsor to the City, direct or contingent, whether now or hereafter due, existing, created or arising, which event of default has continued beyond any applicable cure period. The City may terminate this Agreement, in whole or in part, in the event that the City determines, in its sole and absolute discretion, that there exists an event of default under and pursuant to the terms of any other agreement or obligation of any other Project sponsor or of any individual or entity executing this Agreement, to the City, direct or contingent, whether now or hereafter due, existing, created or arising, which event of default has 'continued beyond any applicable cure period. 10.3 Upon the occurrence of an Event of Default and the expiration of any cure period (in those circumstances for which a cure period is otherwise provided in this Agreement), and unless the Project Sponsor's breach is waived by the City in writing, the City may, by written notice to the Project Sponsor, terminate this Agreement upon not less than twenty-four (24) hours prior written notice. Said notice shall be delivered by certified mail, return receipt requested, or by in person delivery with proof of delivery. Waiver of breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the Page 33 of 41 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). 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. Page 34 of 41 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 fmal and binding on all parties, subject only to judicial review. 12.6 HEADINGS. The article and paragraph headings in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. 12.7 PROCEEDINGS. The Agreement shall be construed in accordance with the laws of the State of Florida and any proceedings arising between the parties in any manner pertaining or relating to this Agreement shall, to the extent permitted by law, be held in Miami -Dade County, Florida. 12.8 NOTICES AND CONTACT. All notices under this Agreement shall be in writing and addressed as follows: To City: With Copy To: City of Miami Department of Housing and Community Development 14 NE 1 Avenue, 2nd Floor Miami, Florida 33132 Attn: George Mensah, Director Victoria Mendez City Attorney City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 Page 35 of 41 To Project Sponsor: With Copy to: Platform 3750 II, LLC 2100 Hollywood Blvd Hollywood, FL 33020 Attn: Mara S. Mades Brian J. McDonough Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. 150 West Flagler Street, Suite 2200 Miami, FL 33130 Except as otherwise provided in this Agreement, notice shall be deemed given upon hand delivery or five (5) business days after depositing the same with the U.S. Postal Service. The address or designated representative of the parties may be changed by notice given in accordance with this section. 12.9 CONFLICTS WITH APPLICABLE LAWS. If any provision of this Agreement conflicts with any applicable law or regulation, only the conflicting provision shall be deemed by the parties hereto to be modified, or to be deleted if modification is inappropriate, to cause the provision to be consistent with the law or regulation. However, the obligations under this Agreement, as modified, shall continue and all other provisions of this Agreement shall remain in full force and effect. 12.10 ENTIRE AGREEMENT. This Agreement and its Exhibits 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 Page 36 of 41 or entity will seek to consolidate any such action in which a jury trial has been waived with any other action. The provisions of this paragraph have been fully discussed by the parties hereto, and the provisions hereof shall be subject to no exceptions. Neither party to this Agreement has in any manner agreed with or represented to any other party that the provisions of this paragraph will not be fully enforced in all instances. 12.12 GOVERNING LAW AND VENUE. This Agreement shall be construed and enforced pursuant to the laws of the State of Florida, excluding all principles of choice of laws, conflict of laws and comity. Any action pursuant to a dispute under this Agreement must be brought in Miami -Dade County .and no other venue. All meetings to resolve said .dispute, including voluntary arbitration, mediation, or other alternative dispute resolution mechanism, will take place in this venue. The parties both waive any defense that venue in Miami -Dade County is not convenient. 12.13 HCLC AWARD MEMORANDA. The award memoranda and decisions of the HCLC dated 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 IN PROJECT COSTS. In the event that the Project's costs increase by ten percent (10%) or more of the Budget that is attached as Exhibit "C," and Project Sponsor is unable to secure the requisite funding to cover the additional expense within 60 days before the Project's construction commences, then the City is permitted to recommend to HCLC that the 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 Page 37 of 41 transactions contemplated hereby, including, without limitation, the reasonable fees and out of pocket expenses of the City and of counsel and any agents or consultants for the City, with respect thereto, in connection with the administration or monitoring of this Agreement and such other documents as may be delivered in connection herewith. In addition, the Project Sponsor shall pay any and all stamps and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement and such other documents as may be delivered in connection herewith, and agrees to save the City harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees. In the event litigation, arbitration, or mediation, between the parties hereto, arises out of the terms of this Agreement, each party shall be responsible for its own attorney's fees, costs, charges, and expenses through the conclusion of all appellate proceedings, and including any final settlement or judgment. 12.18 The Borrower's obligations pursuant to this Agreement shall be binding upon and inure to the respective heirs, personal and legal representatives, trustees and successors and assigns of the Parties hereto, including each and every such Party's past and present parent, subsidiary, affiliate or predecessor entities, any and all entities by which or under a name by which any Party has been known or has done business, and any and all of his, hers, its and/or ,their respective past and present officers, commissioners, directors, principals, trustees, administrators, agents, attorneys, accountants, insurers, reinsurers, servants, employees, shareholders, members, managers, partners, heirs, and representatives. 12.19 Any references to federal regulations and programs in this Agreement and its exhibits are intended to be for illustrative purposes and not an indication that the Project is specifically subject to the cited regulations. Nonetheless, if this Agreement requires the Project Sponsor to comply with referenced federal regulations and programs, the City and the Project Sponsor agree that compliance shall be required as if the Project was subject to those federal regulations and programs, unless otherwise determined by the City in its sole discretion. 12.20 Project Sponsor specifically acknowledges and agrees to comply with City of Miami Ordinance No. 13491, § 2-415. 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. 12.22 The Borrower has represented that no Florida documentary stamps or intangible taxes are required to paid on the Note or the Mortgage. The Borrower hereby agrees to indemnify and to defend and hold the Lender and all of its affiliates, successors, and assigns harmless against any and all documentary stamp taxes and intangible taxes, if any, imposed assessed or claimed as a result of or arising out of (i) Lender's acceptance and/or ownership of the Note or Mortgage (or any other loan document pertaining to the loan referenced to therein); or (ii) the execution or delivery of the Note and the Mortgage (or any other loan document pertaining to the loan referred to therein) (it being understood that any reference herein to documentary stamp taxes and intangible taxes include any and all penalties, interest and Page 38 of 41 attorneys' fees incurred by the Lender in connection therewith), and the Borrower agrees to pay any and all such documentary stamp taxes or intangible taxes upon demand. In the event of a failure by the Borrower to pay such documentary stamp taxes and intangible taxes upon demand and should the Lender elect to pay the same, all such charges shall be secured by the lien of the Note and the Mortgage and shall bear interest at the Default Rate, as provided in the Note, from the date of advance by the Lender until paid by the Borrower. The provisions of this Section shall survive repayment of the Notes and the satisfaction of the Note and Mortgage so long as a claim may be asserted by the State of Florida or any of its agencies. [Remainder of page left Blank] [Signatures on Following Pages] Page 39 of 41 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their undersigned officials as duly authorized. PROJECT SPONSOR: WITNESSES: Platform 3750 II, LLC, a Florida limited liability company Print Name — �-1\ By: Print Na0/.-4441 :Mara S. Mades Title: Vice resident Date: I f % 00-i . Print Name: r t Q '(WU _c7 t ACKNOWLEDGMENT STATE OF FLORIDA } COUNTY OF MIAMI-DADE } SS: The foregoing instrument was acrtowledged before me by means of hysical presence or 0 online notarization this '7 day of, of Platform 3750 II, LLC, a Florida limited liability corlipany, on behalf of the company, whn personally known to me or has produced (� as identificaon: QOL I'% , 2021 by Mara S. Mades, as Vice President Y'i JACQUELINE SILVA `h Notary Public - State of Florida ii Commission # GG 202744 o;;n My Comm. Expires Apr 2, 2022 Bonded through National Notary Assn. Page 40 of 41 Print Name: Jacqueline Silva Notary Public, State of Florida at large JACQUELINE SILVA Notary Public - State of Florida Commission # GG 202744 My Comm. Expires Apr 2, 2022 "r."d,^ through National Notary Assn. i) IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their undersigned officials as duly authorized. ATTEST: Date: APPROVED AS TO IN REQUIREMENTS Ann -Marie Sh Director of Ri gement CITY: CITY OF MIAMI, a municipal corporation of the State of Florida Arthur Norieg,V, City Manager APPRO CO Page 41 of 41 TO FORM AND SS: Exhibit A Legal Description of the Property Tract A, of Simber Subdivision, according to the Plat thereof, recorded in Plat Book 64, Page 31, of the Public Records of Miami -Dade County, Florida. AND Lots 1 through 4, inclusive, of Percival Plat Revised, according to the Plat thereof recorded in Plat Book 1, Page 140, of the Public Records of Miami -Dade County, Florida, LESS AND EXCEPT that portion of said Lot 1 conveyed to the City of Miami, a municipal corporation by that certain Deed recorded in Deed Book 3615, Page 319 and Deed Book 3388, Page 338, of the Public Records of Miami -Dade County, Florida, more particularly described as follows: Beginning at the Southeast corner of Lot 1, Percival and Sanford Revised, according to the Plat thereof, as recorded in Plat Book 1, at Page 140, of the Public Records of Miami -Dade County, Florida; run thence West along the South line of said Lot 1 for a distance of Twenty (20) Feet to a point; thence run North along a line parallel with and Twenty (20) Feet West of the East line of said Lot 1, for a distance of Sixty (60) Feet, more or less, to the Wall of an existing building; thence run South along the East line of said Lot 1 for a distance of Sixty (60) Feet, more or less, to the Southeast comer of said Lot 1, which is the Point of Beginning. FURTHER LESS AND EXCEPT that certain property set forth and further described in the County Deed recorded in Official Records Book 32037, Page 2116, of the Public Records of Miami -Dade County, Florida. FURTHER LESS AND EXCEPT any portion of the above Parcels lying within a Right -of -Way. Exhibit B Scope of Work/Project Schedule WORK SCOPE / DEVELOPMENT SCHEDULE Platform 3750 at Frankie Shannon Rolle Center Platform 3750 at Frankie Shannon Rolle Center will be new construction consisting of 8- story, mixed -use commercial building that will include retail, rental residential units and offices located at 3750 S. Dixie Highway, Miami in the Coconut Grove neighborhood. The project will have a total of one hundred ninety-one (191) units consisting of sixty- one (61) two-bedroom/two-bathroom units; six (6) two-bedroom/two-bathroom/den; sixty-one (61) one-bedroom/one-bathroom units; five (5) one-bedroom/one- bathroom/den; and fifty-eight (58) studio/one-bathroom units. Seventy-nine (79) units will be City -assisted for very low and low income households of which twenty-nine (29) will be HOME -assisted and fifty (50) will be GOB -assisted units. All City -assisted units will be targeting very low and low income households. The remaining units will consist of one hundred twelve (112) that will be at market rent. The project's first 6 floors will be dedicated for a parking deck: Activity Estimated Date Building Permitting (Permit Ready)' Feb 2021 Start of Construction March 2021 Construction Completion May 2022 Commence Affirmative Marketing April 2022 Initial Lease -Up (Leasing Activities Continence) April 2022 Stabilized Occupancy September 2022 I We have submitted our CD's to the City Building Dept. and have already received our first round of comments. We are hoping to get a permit earlier than March, but of course the review process is not in our control. Exhibit C Budget CITY OF MIAMI DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT SOURCES AND USES NEW CONSTRUCTION/REHABILITATION AFFORDABLE RENTAL HOUSING APPLICANT: Platform 3750, LLC Evidence of must be source included PROJECT NAME: Platform 3750 Financing Sources: Specify Name Total Project City GOB City HOME County Surtax Redeployed Surtax First Mortgage Dvpr Equity Dfd. Dvpr. Fee Land Acquisition $ 1,550,000 $ 1,550,000 Hard Costs $ 49 702,689 $3,490,000 $1,938,000 $ 6,500,000 $ 1,500,000 $ 36,274,689 Construction Construction contingency $ 2,653,136 $ 2,653,136 Concrete/Soil test $ 50,000 $ 50,000 Appliances $ 656,900 $ 656,900 Const. Supervision $ - $ - Total Hard Costs $ 53,062,725 $3,490,000 $1,938,000 $ 6,500,000 $ 1,500,000 $ 39,634,725 $ - $ - Architect&Engineer $ 2,085,000 $ 10,000 $ 10,000 $ 2,065,000 Impact Fees $ 1,551,884 $ 1,551,884 Permits / Fees $ 1,298,800 $ 1,298,800 Legal $ 480,000 $ 480,000 Environmental, Soils, Utility Fees $ 305,040 $ 305,040 Appraisal,Survey $ 75,000 $ 75,000 Construction Period Insurance $ 286,500 $ 286,500 Marketing $ - $ - Financing Fees $ 2,828,178 $ 2,828,178 Interest Costs $ 3,800,000 $ 3,800,000 Title&Recording $ 500,000 $ 500,000 Comm'l Tenant Relocation Costs $ 650,000 $ 650,000 Taxes $ 57,300 $ 57,300 Other Soft Costs $ 8,185,187 $ 3,185,187 $ 5,000,000 City incurred cost $ 20,000 $ 20,000 Dvpr Fee&OH $ 12,733,220 $ 1,955,385 $ 10,777,835 Soft Cost Contingency $ 481,000 $ 481,000 Total Soft Costs $ 35,337,110 $ 10,000 $ 10,000 $ - $ 19,539,275 $ 5,000,000 $ 10,777,835 Total Project Cost $ 89,949,835 $3,500,000 $1,948,000 $ 6,500,000 $ 1,500,000 $ 59,174,000 $ 6,550,000 $ 10,777,835 Exhibit D Form of Disbursement Agreement DISBURSEMENT AGREEMENT FOR PLATFORM 3750 II, LLC (MIAMI FOREVER BOND FUNDS) This Disbursement Agreement for Miami Forever Bond funds ("Disbursement Agreement") is made as of this 11 day of , 2021 by and between PLATFORM 3750 II, LLC, a Florida limited liability impany (hereinafter the "Project Sponsor"), and the CITY OF MIAMI, a municipal corporation of the State of Florida (hereinafter the "City"). RECITALS WHEREAS, the Project Sponsor is developing a project known as Platform 3750 (the "Project"), that will increase the supply of rental housing units for for persons or households whose annual income does not exceed sixty percent (60%) of the median income for the area, as determined by the Florida Housing Finance Corporation ("FHFC") with adjustments for smaller and larger families and with certain exceptions as provided by FHFC, a person or household whose annual income does not exceed thirty-three percent (33%) 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, Very Low, Low, and Workforce Income Households in the community; and WHEREAS, on September 27, 2019, the City's Housing and Commercial Loan Committee approved an allocation of Miami Forever Bond ("Bond") funds in the amount of three million five hundred thousand and 00/100 dollars ($3,500,000.00) to the Project Sponsor for certain Project construction hard costs (the "Bond Funds"), and WHEREAS, the funding commitment of the City to the Project Sponsor for the Bond Funds is more fully described in that certain Miami Forever Bond Loan Agreement of even date herewith (the "Loan Agreement"); and WHEREAS, the Project Sponsor and the City desire to establish the mechanism whereby the Project Sponsor will apply to receive the Bond Funds; NOW, THEREFORE, for and in consideration of the Project Sponsor's construction and development of the Project and the reciprocal agreements set forth herein, the Project Sponsor and the City agree as follows: ARTICLE I DISBURSEMENT PROCEDURE 1.1 This Disbursement Agreement establishes the conditions to the City's obligation to loan the Bond Funds to the Project Sponsor. The Project Sponsor may not request disbursement of funds pursuant to this Disbursement Agreement until such funds are needed for the reimbursement of eligible costs. Provided the City is obligated to disburse the Bond Funds pursuant to the Loan Agreement, the City will disburse such funds in accordance with this Article I. 1.2 The Project Sponsor shall submit draw requests for the Bond Funds, which draw requests will be submitted not more frequently than one (1) time per month. The City shall not fund any draw request in an amount that exceeds the City's initial contribution percentage of the entire development cost of the project. The Project Sponsor will submit or cause to be submitted the following documentation to the City: (a) Hard Costs: Page 1 of 6 (i) A Request for Disbursement, in a form acceptable to the City, setting forth such details concerning construction of the Project as the City shall require, including: the amount paid to date to the General Contractor constructing the Project (the "Contractor") and pursuant to the contract for the construction of the Project between the Project Sponsor and the Contractor (the "Construction Contract"); the amounts, if any, paid directly by the Project Sponsor to subcontractors of the Contractor and material men; the amount then currently payable to the Contractor, broken down by trades; the amounts paid on account of the Contractor's construction fee; and the balance of the construction costs which will remain unpaid after the payment of the amount currently payable. (ii) Any Request for Disbursement must be submitted to the City by no later than the thirtieth (30th) day of each month. Each Request for Disbursement must be signed by the Project Sponsor, the Architect for the Project and the Contractor. (iii) Applications for receiving Bond Funds for reimbursement of hard costs will include and such architectural documents as the City may require. The City Inspector, as described in Section 1.3 hereof, shall be required to certify with each draw request: the amount of work on the Project that has been completed; the good and acceptable workmanship of the Contractor and its subcontractors; compliance with approved fmal plans and specifications of the Project; and such other matters as the City may require. Lien waivers/releases shall be submitted to the City Inspector for review and approval before each disbursement. If the City requires that its title insurance policy be updated, the Project Sponsor shall also submit to the title insurance company all lien waivers/releases in connection with each proposed draw. All costs associated with the title insurance company updating the title insurance policy shall be paid by the Project Sponsor. (b) OMITTED (c) Such other information and documents as the City may require. (d) Each Request for Disbursement shall constitute a representation and certification by the Project Sponsor and the Contractor to the City that: (i) The materials have been physically incorporated into the Project, free of liens and security interests, and that the construction of the Project to date has been performed substantially in accordance with the drawings and specifications and in a first- class workmanlike manner; (ii) All governmental licenses and permits required by the Project as then completed have been obtained and are available for inspection by the City; (iii) The Project as then completed does not violate any law, ordinance, rule, regulation, or order or decree of any court or governmental authority; and (iv) No Event of Default has occurred and is continuing and there is no continuing default under the Construction Contract. (v) The Project Sponsor, the Contractor and each subcontractor has complied with all Federal, state and local laws and regulations relating to labor standards and with HUD Handbook 1344.1 where applicable. (vi) Such other information and documents as the City may reasonably require. Page 2 of 6 (vii) Each item for which reimbursement is requested in a Request for Disbursement is properly chargeable as a capital expense for federal income tax, accounting and state law purposes. 1.3 The City Inspector will review the work that is incorporated into the Project and for which each Request for Disbursement of the Bond Funds is submitted. The City Inspector will review and approve the final plans and specifications for the Project and will review and approve the draw requests based on the percentage of work completed. The City Inspector's reviews, approvals, and conclusions shall be for the sole benefit of the City. All construction change orders must receive the prior written approval of the City Inspector. Change orders that have not received the prior written approval of the City Inspector shall not be approved for payment/ reimbursement by the City. 1.4 Within ten (10) working days of its receipt of a Request for Disbursement delivered pursuant to Section 1.2 hereof and without attempting to verify the completeness of same, the City will notify the City Inspector of the need to inspect the progress of construction work at the Project (the "Notification") and shall forward to the City Inspector the Request for Disbursement that has been delivered by the Project Sponsor. 1.5 The City Inspector shall complete its inspection and submit its report to the City within five (5) working days of receipt of the Notification. 1.6 If the City finds the materials submitted by the Project Sponsor and the report of inspection by the City Inspector to be satisfactory to the City and in accordance with the Loan Agreement, the City shall fund to the Project Sponsor the sum requested by the Project Sponsor or such lower sum as the City deems appropriate. 1.7 The City shall fund disbursements of the Bond Funds by no later than fourteen (14) business days after it has received both the Request For Disbursement, in the form required by Section 1.2 hereof, and the inspection report of the City Inspector, in the form required by Sections 1.2 and 1.3 hereof, provided that all necessary documentation is complete and correct. 1.8 The City shall retain five percent (5%) of the Bond Funds allocated to the Project Sponsor's hard costs (the "Allocation Retainage") until it has received confirmation that the project has issued a Certificate of Occupancy, and at the Project Sponsor's sole cost, a Final Cost Certification prepared by an independent certified public accountant, both in form and substance acceptable to the City. 1.9 The City reserves the right to refuse to fund any disbursement request(s) in the event that the City determines that the Project and/or the Project Sponsor are not in compliance with any local, state or federal law or requirement. 1.10 Disbursements for other than hard costs, if permitted pursuant to the Loan Agreement, shall be made in accordance with the City of Miami Department of Housing and Community Development Disbursement of Funds Checklist. ARTICLE II MISCELLANEOUS 2.1 This Agreement may only be amended in writing by all the parties hereto. Page 3 of 6 2.2 This Disbursement Agreement, the Loan Agreement and the other documents executed by the parties in connection therewith constitute the entire agreement between the parties hereto and no other agreements or representations, unless incorporated in this Disbursement Agreement, shall be binding upon any of the parties hereto. 2.3 All capitalized terms not defined herein shall have the meanings provided in the Loan Agreement. 2.4 In the event litigation, arbitration, or mediation, between the parties hereto, arises out of the terms of this Disbursement 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. 2.5 This Disbursement 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 Disbursement Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Disbursement 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 Disbursement Agreement upon request. [SIGNATURES ON FOLLOWING PAGE] Page 4 of 6 IN WITNESS WHEREOF, this Disbursement Agreement has been executed by the Project Sponsor and the City on the date first above written. WITNESSES: Print N ame:'Z04-LArei c,Z 'f Ar-tt— S 1 t7 Q'u 1 STATE OF FLORIDA } COUNTY OF MIAMI-DADE } SS: PROJECT SPONSOR: Platform 3750 II, LLC, a Florida limited liability company By: Print Name: Mara S. Mades Title: Vice President Date: 1 ['�(2.-(JZ ACKNOWLEDGMENT The foregoing instrument was "knowledged before me by means of l ''physical presence or 0 online notarization this 7day ad a /10 a , 2021 by Mara S. Mades, as Vice President of Platform 3750 II, LLC, a Florida limited liability ompany, on behalf of the company, ho is personally known to me or has produced r as identifica n } JACQUELINE SILVA 9 F:'otary Public - State of Florida r� Commission # GG 202744 z, My Comm. Expires Apr 2, 2022 nrded through National Notary As5n. vj Il 0 pi%•. JACQUELINE SILVA OF), Notary Public State of Florida or n.° My Comm. Expission res 202744 GG es Apr 2, 2022 Bonded through National Notary Assn. Print Name: Jacqueline Silva Notary Public, State of Florida at large Page 5 of 6 IN WITNESS WHEREOF, this Disbursement Agreement has been executed by the Project Sponsor and the City on the date first above written. ATTEST: Todd B Hannon City Cle Date: I'i i/zc- APPROVED A 0 F AND CO' ' - THE Victoria City A y CITY: City of Miami, a municipal corporation of the State of Flo . . a By: Arthur . rga City Manager Page 6 of 6 Exhibit E Affirmative Marketing Procedures and Responsibilities i Note to all applicants/respondents: This form was developed with Nuance, the official HUD software for the creation of HUD forms. HUD has made available instructions for downloading a free installation of a Nuance reader that allows the user to fill-in and save this form in Nuance. Please see http://portal.hud.00v/hudoortaUdocuments/huddoc?id=nuancereaderinstall.odf for the instructions. Using Nuance software is the only means of completing this form. Affirmative Fair Housing Marketing Plan (AFHMP) - Multifamily Housing U.S. Department of Housing and Urban Development Office of Fair Housing and Equal Opportunity OMB Approval No. 2529-0013 (exp.1 /31 /2021) la. Project Name & Address (including City, County, State & Zip Code) Platform 3750 3750 South Dixie Highway Miami, FL 33133 Phone ( ) platforrn3750@theapartmentcomer.com lb. Project Contract Number lc. No. of Units 066-32006 1 d. Census Tract 189 le. Housing/Expanded Housing Market Area Housing Market Area: Miami CDC Expanded Housing Market Area: None 1f. Managing Agent Name, Address (including City, County, State & Zip Code), Telephone Number & Email Address Comerstone Residential Management, LLC. 305-443-1716 Hollywood Blvd., Hollywood, FL 33020 nola.castillo@comerstonegrp.com 1g. Application/Owner/Developer Name, Address (including City, County, State & Zip Code), Telephone Number & Email Address Platform 3750 Associates, Ltd. 305-443-1716 2100 Hollywood Blvd., Hollywood, FL 33020 nola.castillo@comerstonegrp.com 1 h. Entity Responsible for Marketing (check all that apply) n Owner n Agent 0 Other (specify) Position, Name (if known), Address ( including City, County, State & Zip Code), Telephone Number & Email Address Comerstone Residential Management, LLC. 2100 Hollywood Blvd, Hollywood, FL 33020 Don Sanders, Vice President of Marketing 305-443-1716 li. 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. Cindy Porter, Compliance Director, 2100 Hollywood Blvd., Hollywood, FL 33020 305-443-1716 2a. Affirmative Fair Housing Marketing Plan Plan Type Reason(s) for current update: Initial Plan Date of the First Approved AFHMP: 2b. HUD -Approved Occupancy of the Project (check all that apply) Elderly n Family Mixed (Elderly/Disabled) Disabled 2c. Date of Initial Occupancy Unknown 2d. Advertising Start Date Advertising must begin at/east90 days prior to initial or renewed occupancy for new construction and substantial rehabilitation projects. Date advertising began or will begin 12/2020 For existing projects, select below the reason advertising will be used: To fill existing unit vacancies El To place applicants on a waiting list n (which currently has To reopen a closed waiting list[11 (which currently has individuals) individuals) Previous editions are obsolete Form HUD-935.2A (12/2011) .ca 0tni 3a Demographics of Project and Housing Market Area Complete and submitWorksheet 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) White American Indian or Alaska Native Asian 0 Native Hawaiian or Other Pacific Islander rj Hispanic or Latino ❑✓ Families with Children . 0 Other ethnic group, religion, etc. (specify) Black or African American Q Persons with Disabilities Two or more races 4a. Residency Preference Is the owner requesting a residency preference? If yes, complete questions 1 through 5. If no, proceed to Bbck 4b. (1) Type Please Select Type No (2) is the residency preference area: The same as the AFHMP housing/expanded housing market area as identified in Block le? Please Select Yes or No The same as the residency preference area of the local PHA in whose jurisdiction the project is located? (3) What is the geographic 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(cx1)) 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 Form HUD-935.2A (12/2011) e A fi•® ( 5a. Fair Housing Poster The Fair Housing Poster must be prominently displayed in all offices in which sale or rental activity takes place (24 CFR 200.620(e)). Check below all locations where the Poster will be displayed. 0✓ Rental Office 0Real Estate Office 0 Model Unit Other (specify) 5b.Affirnative 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. ✓0 Rental Office Real Estate Owe 0 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. El Rental Office Real Estate Once 0 Model Unit 0 Entrance to Project Li Other (specify) The size of the Project Site Sign will be x The Equal Housing Opportunity logo or slogan or statement will be x Pending 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. We will now review the demographics of the property annually and if the the evaluation process determines the current marketing - is not attracting the least likely to apply or the least likely to apply has changed, we will change our marketing strategies and market to additional and or different social service organizations that will better serve our evaluation. We plan on marketing to the social services organizations quarterly. Previous editions are obsolete Form HUD-935.2A(12/2011)' 7a. Marketing Staff What staff positions are/will be responsible for affirmative marketing? Vice President of Marketing 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 The corporate office provides the direction and instruction in regard to the development of the plan, advertising and marketing. Employees are required to take Fair Housing Basses annually through Comerstone University. (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 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? President, Nola Castillo 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 Instructions The employees sign a Fair Housing Discrimination Form when they are hired regarding Fair Housing Discrimination and are instructed to take Fair Housing I & II through Comerstone University via the Internet by Grace Hill where they are further instructed on Fair Housing Rules and Regulations to ensure the employee thoroughly understands the importance of treating everyone equally Fair Housing -Basics of Fair Housing and Fair Housing II Beyond the Basics. Previous editions are obsolete Form HUD-935.2A(12/2011) 1 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. We have chosen several new outreach to market to the least likely to apply. 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). Signature of p rson submitting this Plan & Date of Submission (mm/dd/yyyy) Name (type or print) Mara. S. Mades March 18, 2019 Title & Name of Company Vice President For HUD -Office of Housing Use Only Reviewing Official: For HUD -Office of Fair Housing and Equal Opportunity Use Only nApproval ri 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 Fomi HUD-935.2A (12/2011) Public reporting burden for this collection of information is estimated to average six (6) hours per initial response, and four (4) hours for updated plans, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. This agency may not collect this information, and you 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) forrn 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 forrn contains no questioris 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 focal HUD Office, Attention: Director, Office of Housing Part 1: Applicant/Respondent and Project Identification. Blocks la, lb, lc, 1 g, 1 h, and li are self- explanatory. Block ld- Respondents may obtain the Census tract number from the U.S. Census Bureau (htto://factfinder2.census.00v/main;html) when completing Worksheet One. Block le- 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 projects waiting list, or to re -open a closed waiting list. Please indicate how many people are on the waiting list when advertising begins. Previous editions are obsolete Form HUD 935.2A (12/2011) 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 altemative 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 markef area. The applicable housing market area and expanded housing market area should be indicated in Block le. 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(cX1)(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)). Previous editions are obsolete 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. Altemative 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. Form HUD-935.2A (1212011) Lek Part 6 - Evaluation of Marketing Activities. Respondents should explain the evaluation process to be used to determine if they have been surrtP sful 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. Previous editions are obsolete Part 9 - Review and Update. By signing the respondent assumes responsibility for implementing the AFHMP. Respondents must review their AFHMP every five years or when the local Community Development jurisdiction's Consolidated Plan is updated, or when there 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. Form HUD-935.2A (12/2011) kart Worksheet 1: Determining Demographic Groups Least Likely to Apply for Housing Opportunities (See AFHMP, Block 3b) In the respective columns below, indicate the percentage of demographic groups among the project's residents, current project applicant data, census tract, housing market area, and expanded housing market area (See instructions to Block le). If you are a new construction or substantial rehabilitation project and do not have residents or project applicant data, only report information for census tract, housing market area, and expanded market area. The purpose of this information is to identify any under -representation of certain demographic groups in terms of race, color, national origin, 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 18.6 62 % Black or African American 78.7 30.2 % Hispanic or Latino 11.5 # .53.7 % Asian 0 ' 1.4 % American Indian or Alaskan Native 0.2 0.3 . % Native Hawaiian or Pacific Islander 0 0 MTh DisabiGfiis a17.8 10 % Families with Children under the age of 18 23 -25.8 Other (specify) SOR 1.1, TOM 1.2 SOR 3.5, TOM 2.5 SOR &Two or more race tt Worksheet 2: Establishing a Residency Preference Area (See AFHMP, Block 4a) Complete this Worksheet-if you wish to continue, revise, or add a residency preference, which is a preference for admission of persons who reside or work in a specified geographic area (see 24 CFR 5.655(c)(1)(ii)). If a residency preference is utilized, the preference must be in accordance with the non-discrimination and equal opportunity requirements contained in 24 CFR 5.105(a). This Worksheet will help show how the percentage of the population in the residency preference area compares to the demographics of the project 's residents, applicant data, census tract, housing market area, and expanded housing market area. Please attach a map clearly delineating the residency preference geographical area. • Demographic Characteristics Project's Residents (as determined in Worksheet 1) Project's Applicant Data (as determined in Worksheet 1) 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) SOR &Two or more i ties ta 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. Black & Families Parents without Partners, Janet Gallinati, President P.O. Box161386, Miami, FL 33116 Phone: (305) 251-2819 Email: jazz0328@aoi.com Refer Applicants Experience: Devoted to the welfare and interests of single parents and their children. Other/Two or More Race Delphine Brown, Manager Workforce Center North Side Center 7900 NW 27th Avenue Suite 1 Miami, FL Refer Applicants Experience: Help individuals Persons with disabilities The Arc of South Florida Chairman Paul Sweeney 15280 NW 79 Court, Suite 251 Miami Lakes, FL 33016 (305) 759-8500 Chapter Email: info@arcsofla.org Refer Applicants . ' Chapter #: 215 Experience: Protecting and providing for the needs of the people with intellectual and developmental disabilities°. 102.0 • Worksheet 4: Proposed Marketing Activities — Methods of Advertising (See AFHMP, Block 4c) Complete the following table by identifying your targeted marketing population(s), as indicated in Block 3b, as well as the methods of advertising that will be used to market to that population. For each targeted population, state the means of advertising that you will use as applicable to that group and the reason for choosing this media. In each block, in addition to specifying the media that will be used (e.g., name of newspaper, television station, website, location of bulletin board, etc.) state any language(s) in which the material will be provided, identify any alternative format(s) to be used (e.g. Braille, large print, etc.), and specify the logo(s) (as well as size) that will appear on the various materials. Attach additional pages, if necessary, for further explanation. Please attach a copy of the advertising or marketing material. Targeted Population(s)—• Methods of Advertising . Targeted Population: Targeted Population: Targeted Population: Newspaper(s) Radio Station(s) TV Station(s) Electronic Media Black & Families EHO Logo .55H x .66 W TTY#800-955-8771 2 or more race some other race, EHO .55H x .66 W, TTY#800-955-8771 Disabled EHO Logo .55H x .66 W TTY#800-955-8771 Theapartmentcomer.com Bulletin Boards • Brochures, Notices, Flyers Other (specify) Exhibit F Form of Mortgage and Security Agreement I Prepared by and After recording, return to: Victoria Mendez, Esq. City Attorney City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 Tel: (305) 416-1800 Address: 3750 South Dixie Highway, Miami, FL Note to Recorder: This mortgage is given to secure the financing of housing under Part V of Chapter 420 of the Florida Statutes and is exempt from taxation pursuant to Section 420.513 Florida Statutes. MIAMI FOREVER BOND MORTGAGE AND SECURITY AGREEMENTFOR PLATFORM 3750 II, LLC THIS MIAMI FOREVER BOND MORTGAGE AND SECURITY AGREEMENT FOR PLATFORM 3750 (hereinafter referred to as the "Mortgage"), is executed and delivered the f1 day of , 2021 by Platform 3750 II, LLC, a Florida limited liability company, whose a dress is 2100 Hollywood Blvd, Hollywood, Florida 33020 (hereinafter referred to as the "Mortgagor"), in favor of the City of Miami, whose address is 444 S.W. 2nd Avenue, Miami, Florida 33130 (hereinafter called "the Mortgagee"). RECITALS WHEREAS, on September 27, 2019, the Mortgagee approved an allocation of Three Million Five Hundred Thousand and 00/100 Dollars ($3,500,000.00) in Miami Forever Bond ("Bond") funds for construction of a total of seventy-nine units; and WHEREAS, Mortgagor has delivered to Mortgagee that certain Promissory Note for The Platform 3750 II, LLC, of even date herewith, made by Mortgagor in favor of Mortgagee (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, and together with any and all renewals, replacements, extensions, modifications, substitutions, future advances and any other evidence of indebtedness evidenced by said Promissory Note) (the "Note"), which Note evidences the Indebtedness in the amount of Three Million Five Hundred Thousand and 00/100 Dollars ($3,500,000.00) in Miami Forever Bond funds which are restricted by certain other documents that are executed of even date herewith such as the Loan Agreement, Declaration of Restrictive Covenants, Disbursement Agreement, Rent Regulatory Agreement, and the Note (the "Loan"). NOW THEREFORE, in consideration of the making of the Loan by Mortgagee and the covenants, agreements, representations and warranties set forth in this Mortgage: WITNESSETH THAT: FOR GOOD AND VALUABLE CONSIDERATION, as set forth in the above recitals that are hereby incorporated by reference, the receipt and sufficiency of which are hereby acknowledged, and also in consideration of the aggregate sum named in the promissory note from the Mortgagor in favor of the Mortgagee, in the original principal amount of Three Million Five Hundred Thousand and 00/100 Dollars ($3,500,000.00) (hereinafter referred to as the "Note"), the Mortgagor does grant, bargain sell, alien, remise, release, convey and confirm unto the Mortgagee, in leasehold interest, that certain tract of land which the Mortgagor is now seized and Page 1 of 14 possessed and in actual possession, situate in Miami -Dade County, State of Florida, located at 3750 South Dixie Highway, Miami, Florida, legally described as follows: SEE EXHIBIT "A" ATTACHED HERETO AND INCORPORATED HEREIN TOGETHER WITH all structures and improvements now and hereafter located thereon, the rents, issues and profits thereof, all furniture, furnishings, fixtures and equipment now located thereon, and also all gas and electric fixtures, heaters, air conditioning, equipment, machinery, motors, baths, tubs, sinks, water closets, faucets; pipes and other plumbing and heating fixtures, refrigerators, blinds, and other window treatments, which are now or may hereafter pertain to or be used with, in or on said premises, and which, even though they be detached or detachable, are and shall be deemed to be fixtures and accessions to the freehold and a part of the realty, and all additions thereto and replacements thereof, which real property, improvements and personalty shall hereinafter collectively be referred to as the "Mortgaged Property". TO HAVE AND TO HOLD the same, together with all tenements and hereditaments and appurtenances, unto the Mortgagee in leasehold estate, forever. The Mortgagor does covenant with the Mortgagee that Mortgagor is indefeasibly seized of a leasehold estate the Mortgaged Property; that the Mortgagor has full power and lawful right to convey its leasehold estate the Mortgaged Property as aforesaid; that the Mortgaged Property is free from all encumbrances except as specified on Exhibit "B" attached hereto and incorporated herein; that the Mortgagor will make such further assurances to perfect the fee simple title to the Mortgaged Property in the Mortgagee as may reasonably be required; and that the Mortgagor does hereby fully warrant the leasehold title to the Mortgaged Property, and will defend the same against the lawful claims of all persons whomsoever. PROVIDED ALWAYS, that if the Mortgagor shall pay unto the Mortgagee or otherwise perform and fulfill its obligations with respect to the indebtedness and obligations evidenced by the Note, and shall perform, comply with and abide by each and every one of the stipulations, agreements, conditions and covenants of the Note, this Mortgage, the Covenant, the Disbursement Agreement, the Rent Regulatory Agreement, and the Loan Agreement, dated same date herein the other loan documents by and between Mortgagee, as lender therein, and Mortgagor, as borrower therein (the "Agreement" or "Loan Agreement") and all other loan documents executed in connection herewith and therewith (hereinafter jointly referred to as "the Loan Documents"), then this Mortgage and the estate thereby created shall cease and be null and void. AND THE MORTGAGOR HEREBY COVENANTS AND AGREES AS FOLLOWS: 1. PERFORMANCE OF NOTE AND MORTGAGE. The Mortgagor shall pay or otherwise fully perform its obligations with respect to the payment of all and singular the principal, interest and other sums of money payable by virtue of the Note and this Mortgage, or either, promptly on the days when the same severally become due and payable, and shall perform, comply with and abide by each and every of the stipulations, agreements, conditions and covenants set forth in the Note, this Mortgage and the Loan Documents. 2. TAXES AND OTHER CHARGES. The Mortgagor shall pay when due and payable and before any interest, charge or penalty is due thereon, without any deduction, defalcation or abatement, all taxes, assessments, levies, liabilities, obligations, encumbrances, water and sewer Page 2 of 14 rents and all other charges or claims of every nature and kind which may be imposed, suffered, placed, assessed, levied, or filed at any time against this Mortgage, the Mortgaged Property or any part thereof or against the interest of the Mortgagee therein, or which by any present or future law may have priority over the indebtedness secured hereby either in lien or in distribution out of the proceeds of any judicial sale, without regard to any law heretofore or hereafter to be enacted imposing payment of the whole or of any part upon the Mortgagee; and insofar as any such tax, assessment, levy, liability, obligation or encumbrance is of record, the same shall be promptly satisfied and discharged of record and the original official document (such as, for instance, the tax receipt or the satisfaction paper officially endorsed or certified) shall be placed in the hands of the Mortgagee no later than such dates; provided, however, that if, pursuant to this Mortgage or otherwise, the Mortgagor shall have deposited with the Mortgagee before the due date thereof sums sufficient to pay any such taxes, assessments, levies, water and sewer rents, charges or claims, and the Mortgagor is not otherwise in default, they shall be paid by the Mortgagee; and provided further, that if the Mortgagor in good faith and by appropriate legal action shall contest the validity of any such items or the amount thereof, and shall have established on its books or by deposit of cash with the Mortgagee, as the Mortgagee may elect, a reserve for the payment thereof in such amount as the Mortgagee may require, then the Mortgagor shall not be required to pay the item or to produce the required receipts: (a) while the reserve is maintained; and (b) so long as the contest operates to prevent collection, is maintained and prosecuted with diligence, and shall not have been terminated or discontinued adversely to the Mortgagor. The Mortgagor shall furnish the Mortgagee with annual receipted tax bills evidencing payment within ninety (90) days from their initial due date. 3. INSTALLMENTS FOR INSURANCE, TAXES AND OTHER CHARGES. Without limiting the effect of Paragraphs 2 or 5 hereof, the Mortgagee may require the Mortgagor to pay to the Mortgagee, monthly with the monthly installments of principal and interest, an amount equal to one -twelfth (1/12) of the annual premiums for the insurance policies referred to hereinabove and the annual real estate taxes, water and sewer rents, any special assessments, charges or claims and any other item which at any time may be or become a lien upon the Mortgaged Property prior to the lien of this Mortgage; and on demand from time to time the Mortgagor shall pay to the Mortgagee any additional sums necessary to pay the premiums and other items, all as estimated by the Mortgagee. The amounts so paid shall be used in payment thereof if the Mortgagor is not otherwise in default hereunder. No amount so paid shall be deemed to be trust funds but may be commingled with general funds of the Mortgagee, and no interest shall be payable thereon. If, pursuant to any provision of this Mortgage, the whole amount of the unpaid principal debt becomes due and payable, the Mortgagee shall have the right, at its election, to apply any amount so held against the entire indebtedness secured hereby. At the Mortgagee's option, the Mortgagee from time to time may waive, and after any such waiver may reinstate, the provisions of this Paragraph requiring monthly payments. 4. ATTORNEYS' FEES AND COSTS. Subject to Paragraph 11, in the event litigation, arbitration, or mediation, between the Mortgagor and Mortgagee, arises out of the terms of this Mortgage, 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. 5. _ INSURANCE. The Mortgagor shall keep the buildings and improvements now or hereafter erected on the Mortgaged Property continuously insured under a policy or policies Page 3 of 14 providing coverage on an "all risk" basis, in a sum not less than full insurable value or replacement cost valuation, including coverage for windstorm, hail, and flood insurance if applicable in a company or companies acceptable to the Mortgagee. Such policy shall also include coverage for Law and Ordinance and Loss of Rents with a maximum policy deductible on windstorm, hail and flood of 5%. In addition, the Mortgagor agrees to continuously maintain Commercial General Liability with limits of $1,000,000 per occurrence, $2,000,000 policy aggregate protecting against bodily injury and property damage arising from claims involving premises and operations, products and completed operations, personal and advertising injury liability, and hired and non owned automobile exposures. In addition, the Mortgagor shall furnish Umbrella Liability coverage with limits of at least $2,000,000 per occurrence, $2,000,000 policy aggregate. The policy or policies of insurance contained herein shall list the Mortgagee as an additional insured on all third party liability policies and loss payee as to property, and be held by and be payable to the Mortgagee. In the event any sum of money becomes payable under such policy or policies, the Mortgagee shall have the option to receive and apply the same on account of the indebtedness secured by this Mortgage or to permit the Mortgagor to receive and use it, or any part thereof, for other purposes, without thereby waiving or impairing any equity lien or right under or by virtue of this Mortgage. In the event the Mortgagor fails to procure and maintain the insurance coverage required hereby, the Mortgagee may procure and pay for such insurance or any part thereof, without waiving or affecting its option to foreclose this Mortgage, or any right thereunder. Each and every such payment made by the Mortgagee shall be secured by this Mortgage; shall be due and payable on demand; and, shall bear interest from the date each such payment is made at the maximum rate permitted by law. Notwithstanding any provision contained herein, Mortgagee will not exercise its option to receive and apply the insurance funds to the indebtedness if there has not been an event of default under the Loan Documents and Mortgagor demonstrates there are sufficient funds to rebuild, repair or restore the improvements on the Mortgaged Property. 6. CARE OF THE MORTGAGED PROPERTY. The Mortgagor shall exercise reasonable care in the maintenance of the Mortgaged Property, and shall not permit, commit or suffer any waste, impairment or deterioration of the Mortgaged Property or any part thereof In the event the Mortgagor fails to keep the Mortgaged Property in good repair, the Mortgagee may make such repairs as it may deem necessary in its sole discretion for the proper preservation thereof, and the full amount of each such payment shall be due and payable with interest at the maximum rate permitted by law on demand, and shall be secured by the lien of this Mortgage. 7. EXISTING/OTHER MORTGAGES AND OBLIGATIONS. Any default in the payment or terms and conditions of any existing or other mortgage(s), or any modification of, and/or acceptance of future advances from, any existing or other mortgage(s), other than in connection with the Permitted Senior Financing, without the notice and prior written approval of the City shall constitute a default hereunder and the Mortgagee, at its option, may declare all sums due and payable and accelerate the entire indebtedness. The Mortgagee may, at its option, and without waiving its right to accelerate the indebtedness hereby secured and to foreclose the same, pay either before or after delinquency any or all of those certain obligations required by the terms hereof to be paid by the Mortgagor for the protection of the Mortgage security or for the collection of the indebtedness hereby secured. All sums so advanced or paid by Mortgagee shall be charged into the mortgage account, and every payment so made shall bear interest from the date thereof at the delinquent rate specified in said Mortgage Note, and become an integral part thereof, subject in all respects to the terms, conditions Page 4 of 14 and covenants of the aforesaid Promissory Note, and this Mortgage, as fully and to the same extent as though a part of the original indebtedness evidenced by said Note and secured by this Mortgage, excepting however, that said sums shall be repaid to the Mortgagee within fifteen (15) days after demand by the Mortgagee to the Mortgagor for said payment. 8. INSPECTION. The Mortgagee, and any persons authorized by the Mortgagee, shall have the right at any time, upon reasonable notice to the Mortgagor, to enter the Mortgaged Property at a reasonable hour to inspect and photograph its condition and state of repair. 9. ACCELERATION OF MATURITY. That (a) in the event of any breach of this Mortgage, or default on the part of the Mortgagor which continues beyond any applicable cure period as set forth in the Loan Agreement; or (b) in the event any of said sums of money herein referred to be not promptly and fully paid within fifteen (15) days next after the same severally become due and payable, without demand or notice; or (c) in the event each and every stipulation, agreement, condition and covenants of the Agreement, the Note, this Mortgage, or any of the Loan Documents, are not duly, promptly and fully performed, discharged, executed, effected, completed, complied with and abided by, subject to any applicable notice and cure period as may be provided in the Agreement; or (d) in the event the Mortgagor shall fail, within five (5) days written notice by the Mortgagee to execute a Mortgagor's certificate in favor of any assignee or prospective assignee of the Mortgagee's interest hereunder which certificate shall contain such acknowledgments, affirmations, and covenants as may be reasonably required to enable the Mortgagee to assign their interest hereunder; or (e) upon the rendering by any court of last resort of a decision that an undertaking by the Mortgagor as herein provided to pay taxes, assessments, levies liabilities, obligations and encumbrances is legally inoperative or cannot be enforced; or (f) in the event of the passage of any law changing in any way or respect the laws now in force for the taxation of mortgages or debts secured thereby, or the manner of collection of any such taxes, so as to affect this Mortgage or the debt secured hereby; or (g) in the event there exists an event of default under and pursuant to the terms of any other obligation of any kind or nature whatsoever of the Mortgagor to the Mortgagee, direct or contingent, whether now existing or hereafter due, existing, created or arising, then in either or any such event, the said aggregate sum mentioned in said Note then remaining unpaid, with interest accrued, and all other fees and charges due in connection therewith, and all monies secured hereby shall become due and payable forthwith, or thereafter, at the option of the Mortgagee or successor mortgagee hereof; as fully and completely as if all of the sums of money were originally stipulated to be paid on such day, anything in the Note and/or in this Mortgage to the contrary notwithstanding; and thereupon or thereafter, at the option of the Mortgagee or successor mortgagee hereof, without notice or demand, suit at law or in equity, therefore, or thereafter begun, may be prosecuted as if all money secured hereby had matured prior to its institution. 10. NO ADDITIONAL FINANCING. The Mortgagor hereby covenants and agrees that Mortgagor shall not procure any other financing in connection with the Mortgaged Property without the prior written consent of the Mortgagee other than financings disclosed to the Mortgagee in writing as of the date hereof. 11. DEFENSE OF MORTGAGED PROPERTY AND MORTGAGE. If any action or proceeding shall be commenced by any person other than the Mortgagee, and the Mortgagee is made a party, or in which it shall become necessary for the Mortgagee to defend or take action to uphold or defend the lien of this Mortgage, all sums paid or incurred by the Mortgagee for the expense of any litigation, including court costs and reasonable attorneys' fees incurred in any trial, Page 5 of 14 appellate, and bankruptcy proceedings, to prosecute or defend the rights and liens created by this Mortgage shall be paid by the Mortgagor, together with interest thereon at the maximum rate permitted by law from the date thereof, and any such sum and interest thereon shall be a claim upon the Mortgaged Property, attaching or accruing subsequent to the lien of this Mortgage, and shall be secured by the lien of this Mortgage. 12. CONDEMNATION. In the event the Mortgaged Property or any part thereof shall be condemned under the power of eminent domain, the Mortgagee shall have the right to demand that all damages awarded for such taking be paid to the Mortgagee and shall be entitled to receive same, up to the aggregate amount then remaining unpaid on the Note and this Mortgage, and any such sums shall be applied to the payments last payable thereof. 13. SUBROGATION. To the extent of the indebtedness of the Mortgagor to the Mortgagee as described in the Note, the Mortgagee shall be subrogated to the lien and the rights of the owners and holders of each and every mortgage, lien or other encumbrance on the Mortgaged Property which is paid or satisfied, in whole or in part, out of the proceeds of the Note. The respective liens of such mortgages, liens or other encumbrances 'shall be and are hereby security for the Note, as if they had been regularly assigned, transferred, and delivered unto the Mortgagee, notwithstanding the fact that the same may be set aside and canceled of record. It is the intention of the parties hereto that the prior mortgages, liens or other encumbrances will be satisfied and canceled of record by the holders thereof at or about the time of the recording of this Mortgage. 14. APPOINTMENT OF RECEIVER. At any time while a suit is pending to foreclose or to reform this Mortgage or to enforce any claims arising hereunder, the Mortgagee may apply to a court of appropriate jurisdiction for the appointment of a Receiver, and such court shall forthwith appoint a Receiver of the Mortgaged Property, including all and singular the income, profits, rents, issues and revenues from whatever source derived. The Receiver shall have all the broad and effective functions and powers in anywise entrusted by a court to a Receiver, and such appointment shall be made by such court as an admitted equity and as a matter of absolute right to the Mortgagee without reference to the adequacy or inadequacy of the value of the Mortgaged Property, or to the solvency or insolvency of the Mortgagor or the Defendants. All income, profits, rents, issues and revenues collected by the Receiver shall be applied by such Receiver according to the lien of this Mortgage, and the practice of such court. 15. NO TRANSFER OF MORTGAGED PROPERTY. It is expressly agreed that should the Mortgagor convey title to the Mortgaged Property, except as may be set forth in the Loan Agreement, or any legal or equitable interest therein, to any person, firm or corporation or shall permit or create any further encumbrances upon the Mortgaged Property without the prior written approval of the Mortgagee to such conveyance or encumbrance, all sums outstanding under the Note and secured by this Mortgage shall become immediately due and payable, at the option of the Mortgagee. 16. LEASES AFFECTING MORTGAGED PROPERTY. The Mortgagor shall comply with and observe its obligations as landlord under all leases affecting the Mortgaged Property or any part thereof. Upon request, the Mortgagor shall furnish promptly to the Mortgagee executed copies of all such leases now existing or hereafter created. The Mortgagor shall not accept payment of rent more than one (1) month in advance without the prior written consent of the Mortgagee. Nothing contained in this Section or elsewhere in this Mortgage shall be construed to make the Mortgagee a mortgagee in possession unless and until the Mortgagee actually takes Page 6 of 14 possession of the Mortgaged Property either in person or through an agent or receiver. To the extent not provided by applicable law, each lease of the Mortgaged Property, shall provide that, in the event of the enforcement by the Mortgagee of the remedies provided for by law or by this Mortgage, the lessee thereunder will, if requested by the Mortgagee or by any person succeeding to the interest of the Mortgagee as the result of said enforcement, automatically become the lessee of any such successor in interest, without any change in the terms or other provisions of the respective lease; provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease not in excess of an amount equal to one (1) month's rental, or (ii) any amendment or modification in the lease made without the consent of the Mortgagee or any successor in interest. Each lease shall also provide that, upon request by said successor in interest, the lessee shall execute and deliver an instrument or instruments confirming its attornment. 17. ASSIGNMENT OF RENTS, ISSUES AND PROFITS. The Mortgagor does hereby bargain, sell, transfer, assign, convey, set over and deliver unto the Mortgagee, as security for the payment and performance of all the terms and conditions of the Note and this Mortgage, and any and all amendments, extensions and renewals thereof, all Leases affecting the Mortgaged Property or any part thereof now existing or which may be executed at any time in the future during the life of this Mortgage, and all amendments, extensions and renewals of said leases and any of them, and all rents and other income which may now or hereafter be or become due or owing under the Leases, and any of them, on account of the use of the Mortgaged Property, it being intended hereby to establish a complete transfer of the leases hereby assigned and all the rents and other income arising thereunder and on account of the use of the Mortgaged Property unto the Mortgagee, with the right, but without the obligation, to collect all of said rents and other income which may become due during the life of the Note and this Mortgage. The Mortgagor agrees to deposit with the Mortgagee upon demand such leases as may from time to time be designated by the Mortgagee. Although it is the intention of the parties that this shall be a present assignment, it is expressly understood and agreed, anything herein contained to the contrary notwithstanding, that the Mortgagee shall not exercise any of the rights or powers herein conferred upon it until a default shall occur under the terms and provisions of the Note and this Mortgage, but upon the occurrence of any default the Mortgagee shall be entitled, upon notice to the tenants, to all rents and other amounts then due under the leases and thereafter accruing, and this Mortgage shall constitute a direction to and full authority to the tenants, lessees or other occupants of the premises (hereinafter collectively referred to as the "Tenants") to pay all said amounts to the Mortgagee without proof of the default relied upon. The Tenants are hereby irrevocably authorized to rely upon and comply with any notice or demand by the Mortgagee for the payment to the Mortgagee of any rental or other sums which may be or thereafter become due under the leases, or for the performance of any of the Tenants undertakings under the leases and shall have no right or duty to inquire as to whether any default under this Mortgage has actually occurred or is then existing. 18. MORTGAGE CONSTITUTES SECURITY AGREEMENT. This Mortgage also constitutes a security agreement as defined under the Uniform Commercial Code. The Mortgagor hereby grants to the Mortgagee a security interest in and to all furniture, furnishings, equipment, machinery, and personal property of every nature whatsoever now owned or hereafter acquired by the Mortgagor located upon the Mortgaged Property together with all proceeds therefrom and as further described in an exhibit to the Security Agreement of even date herewith, if any. The Mortgagor shall execute any and all documents as the Mortgagee may request, including, without Page7of14 limitation, financing statements pursuant to the Uniform Commercial Code as adopted by the State of Florida, to preserve and maintain the priority of the lien created hereby on property which may be deemed personal property or fixtures. The Mortgagor hereby authorizes and empowers the Mortgagee to execute and file on behalf of the Mortgagor all financing statements and refiling and continuations thereof as the Mortgagee deems necessary or advisable to create, preserve or protect said lien. The Mortgagor and Mortgagee expressly agree that the filing of a financing statement shall never be construed as in anywise derogating from or impairing the express declaration and intention of the parties hereto that all such personality located on or utilized in connection with the real property encumbered by this Mortgage shall at all times and for all purposes, in all proceedings both legal and equitable, be deemed a part of the real property encumbered by this Mortgage. 19. CARE OF PROPERTY. (a) The Mortgagor shall preserve and maintain the Mortgaged Property in good condition and repair. Except for: (i) repairs or replacements for ordinary wear and tear or in the ordinary course of management of the Mortgaged Property; (ii) tenant or similar improvements and upgrades; and (iii) repairs, replacements, or other restorations in the event of a casualty ,or condemnation that are performed in accordance with the Loan Agreement, the Mortgagor shall not remove, demolish, alter or change the use of any building, structure or other improvement presently or hereafter on the Land constituting any part of the Mortgaged Property without the prior written consent of the Mortgagee. The Mortgagor shall not permit, commit or suffer any waste, impairment or deterioration of the Mortgaged Property or of any part thereof, and will not take any action which will increase the risk of fire or other hazard to the Mortgaged Property or to any part thereof (b) Except as otherwise provided in this Mortgage, no fixture, personal property or other part of the Mortgaged Property shall be removed, demolished or altered, without the prior written consent of the Mortgagee. The Mortgagor may sell or otherwise dispose of, free from the lien of this Mortgage, furniture, furnishings, equipment, tools, appliances, machinery, fixtures or appurtenances, subject to the lien hereof, which may become worn out, undesirable or obsolete, only if they are replaced immediately with similar items of at least equal value which shall, without further action, become subject to the lien of this Mortgage. 20. MORTGAGE SECURES INDEBTEDNESS. It is ,expressly agreed and understood that this Mortgage secures the indebtedness and the obligation of the Mortgagor to the Mortgagee with respect to the Note, as the same is evidenced by the Note, and all renewals, extensions and modifications thereof This Mortgage shall not be deemed released, discharged or satisfied until the entire indebtedness evidenced by the Note is paid in full. 21. MORTGAGEE'S REMEDIES CUMULATIVE. The Mortgagor agrees that all rights of the Mortgagee hereunder shall be separate, distinct, and cumulative, and that none shall be in exclusion of the other, and that no act of the Mortgagee shall be construed as an election to proceed under any provision of covenant herein to the exclusion of any other, notwithstanding anything herein to the contrary. 22. FUTURE ADVANCES. Pursuant to the laws of the State of Florida, this Mortgage shall secure not only the existing indebtedness evidenced by the Note, but also such future advances as may be made by the Mortgagee to the Mortgagor in accordance with the Note, this Mortgage, or any other Loan Document executed in connection herewith, whether or not such advances are Page 8 of 14 obligatory or are to be made at the option of the Mortgagee, or otherwise, and as are made within twenty (20) years from the date hereof, to the same extent as if such future advances were made on the date of the execution of this Mortgage. The total amount of indebtedness that may be so secured may decrease or increase from time to time, but the total unpaid balance so secured at one time shall not exceed two times the face amount of the Note, plus interest thereon, and any disbursements made for the payment of taxes, levies or insurance on the Mortgaged Property with interest on such disbursements at the rate designated in the Note to apply following a default thereunder. 23. INDEMNIFICATION. The Mortgagor hereby protects, indemnifies, defends, and saves harmless the Mortgagee, its officers, directors, agents and employees, from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including without limitation, reasonable attorneys' fees and expenses) imposed upon, incurred by or asserted against the Mortgagee or any of such persons by reason of (a) ownership of any interest in the Mortgaged Property or any part thereof, (b) any accident, injury to or death of persons or loss of or damage to property occurring on or about the Mortgaged Property or any part thereof or the adjoining sidewalks, curbs, vaults and vault space, if any, streets or ways, (c) any use, disuse or condition of the Mortgaged Property or any part thereof, or the adjoining sidewalks, curbs, vaults and vault space, if any, or any streets or ways, (d) any failure on the part of the Mortgagor to perform or comply with any of the terms hereof or of any of the Loan documents executed in connection herewith, or any inaccuracy in any representation or warranty made by the Mortgagor herein or in any of the Loan Documents executed in connection herewith, (e) any necessity to defend any of the right, title or interest conveyed by this Mortgage, (f) the performance of any labor or services or the furnishing of any materials or other property in respect of the Mortgaged Property or any part thereof, (g) any subsidence or erosion of any part of the surface of the Mortgaged Property, including any shoreline or any bank of any river, stream, creek, lake, ocean or other water source, or (h) the location or existence of asbestos or any toxic or hazardous waste, chemicals, materials or substance on, at, in or under the Mortgaged Property or any part thereof If any action, suit or proceeding is brought against the Mortgagee, or any of its officers, directors, agents or employees, for any such reason, the Mortgagor, upon the request of such party, will, at the Mortgagor's expense, cause such action, suit or proceeding to be resisted and defended by counsel satisfactory to the Mortgagee or such person. Any amounts payable to an indemnified party under this Section which are not paid within ten (10) days after written demand therefor shall bear interest at the default rate of interest provided in the Note from the date of such demand, and such amounts, together with such interest, shall be indebtedness secured by this Mortgage. The obligations of the Mortgagor under this Section shall survive any defeasance of the Mortgage. 24. HAZARDOUS MATERIALS. The Mortgagor agrees that it will not use, generate, store or dispose of Hazardous Materials on the Mortgaged Property. For purposes hereof, "hazardous materials" include (but are not limited to) materials defined as "hazardous waste" under the Federal Resource Conservation and Recovery Act and similar state laws, or as "hazardous substances" under the Federal Comprehensive Environmental Response, Compensation and Liability Act and similar state laws. Hazardous materials include (but are not limited to) solid, semi -solid, liquid or gaseous substances that are toxic, ignitable, corrosive, carcinogenic or otherwise dangerous to human, plant or animal health and well being. Examples of hazardous waste include paints, solvents, chemicals, petroleum products, batteries, transformers, and other discarded man-made materials with hazardous characteristics. The Mortgagee shall have all remedies at law and equity for failure of the Mortgagor to carry out the foregoing obligation, including but not limited to Page 9of14 specific performance, damages, reasonable attorneys' fees and court costs. This provision shall survive payment of the Note and termination of this Mortgage. 25. REPRESENTATIONS AND WARRANTIES. In order to induce the Mortgagee to make the Loan evidenced by the Note, the Mortgagor represents and warrants that: (a) there are no actions, suits or proceedings pending or threatened against or affecting the Mortgagor or any portion of the Mortgaged Property, or involving the validity or enforceability of this Mortgage or the priority of its lien, before any court of law or equity or any tribunal, administrative board or governmental authority, and the Mortgagor is not in default under any other indebtedness or with respect to any order, writ, injunction, decree, judgment or demand of any court or any governmental authority; (b) the execution and delivery of the Note, this Mortgage and all other Loan Documents do not and shall not (i) violate any provisions of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to the Mortgagor or any other person executing the Note, this Mortgage or other Loan Documents, nor (ii) result in a breach of, or constitute a default under, any indenture, bond, mortgage, lease, instrument, credit agreement, undertaking, contract or other agreement to which the Mortgagor or such other person is a party or by which either or both of them or their respective properties may be bound or affected; (c) the Note, this Mortgage and all other Loan Documents constitute valid and binding obligations of the Mortgagor and any other person executing the same, enforceable against the Mortgagor and such other person(s) in accordance with their respective terms; (d) there is no fact that the Mortgagor and any guarantor(s) of the Loan have not disclosed to the Mortgagee in writing that could materially adversely affect their respective properties, business or financial conditions or the Mortgage Property or any other collateral for the Loan; (e) the Mortgagor and any guarantor(s) of the Loan have duly obtained all permits, licenses, approvals and consents from, and made all filings with, any governmental authority (and the same have not lapsed nor been rescinded or revoked) which are necessary in connection with the execution and delivery of this Mortgage and any other Loan Document, the making of the Loan, the performance of their respective obligations under any Loan Document, or the enforcement of any Loan Document; and that all such representations and warranties shall survive the closing of the Loan and any bankruptcy proceedings. 26. SEVERABILITY OF INVALID PROVISIONS. In the event any provision of the Note and or this Mortgage should be held unconstitutional, illegal or unenforceable for any reason, such provision shall not affect, alter, or otherwise impair any other provision of the Note and or this Mortgage. 27. NO WAIVER. It is expressly agreed and understood that a waiver by the Mortgagee of any right or rights conferred to it hereunder with regard to any one transaction or occurrence shall not be deemed a waiver of such right or rights to any subsequent transaction or occurrence. It is further agreed that any forbearance or delay by the Mortgagee in the enforcement of any right or remedy hereunder shall not constitute or be deemed a waiver of such right or remedy. 28. GOVERNING LAW AND VENUE. This Mortgage 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 Mortgage 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. Page 10 of 14 29. HEADINGS. The headings of the articles, sections, paragraphs and subdivisions of this Mortgage are for convenience and ease of reference only, and are not to be considered a part hereof, and shall not limit or otherwise affect any of the terms or provisions hereof. 30. GENDER AND NUMBER. In this Mortgage and the Note it secures, the singular shall include the plural and the masculine shall include the feminine and neuter. 31. PARTIES BOUND; NO ORAL MODIFICATIONS. Each and every of the terms, covenants and conditions contained herein shall be binding upon the parties hereto and their successors, heirs, assigns and devisee. This Mortgage is not subject to modification other than by a written document or instrument executed by the party or parties to be charged with such modification. 32. CAPITALIZED TERMS. All capitalized terms not defined herein shall have the meanings provided in the Loan Agreement and the Exhibits thereto. 33. WAIVER OF TRIAL BY JURY. THE MORTGAGOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT TO ATRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS MORTGAGE, OR ANY OF THE LOAN DOCUMENTS OR THE FINANCING CONTEMPLATED HEREBY, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR THE ACTIONS OF ANY PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE MORTGAGEE EXTENDING THE LOAN SECURED BY THIS MORTGAGE. [SIGNATURE PAGE FOLLOWS] Page 11 of 14 IN WITNESS WHEREOF, the Mortgagor has hereunto set its hand and seal the day and year first above written. WITNESSES: PROJECT SPONSOR'S ADDRESS: 2100 Hollywood Blvd Hollywood, FL 33020 STATE OF FLORIDA •} COUNTY OF MIAMI-DADE } SS: MORTGAGOR: Platform 3750 II, LLC, a Florida limited liability company By: / 1-11-41"-- Print Name: Mara S. Mades Title: Vice resident Date: I f 7—(202-/ ACKNOWLEDGMENT The foregoing instrument was ac owledged before me by means of physical presence or ❑ online notarization this ' 7 day of l-PIO a , 2021 by Mara S. Mades, as Vice President of Platform 3750 II, LLC, a Florida limited liability co/pany, on behalf of the company, who is personally known to me or has produced as ide Xifcatiion. JACQUELINE SILVA Notary Public - State of Florida Commission # GG 202744 /. My Comm. Expires Apr 2, 2022 Bonded through National Notary Assn. ... Yoe-; JACQUELINE SILVA A ?°(i) �c Notary Public - State of Florida 3o`J Commission 11 GG 202744 '<f:pp F•' My Comm. Expires Apr 2, 2022 I ''''' Bonded through National Notary Assn. Print Name: laCOuelinp Setia Notary Public, State of Florida at large Page 12 of 14 EXHIBIT A Legal Description of The Property Tract A, of Simber Subdivision, according to the Plat thereof, recorded in Plat Book 64, Page 31, of the Public Records of Miami -Dade County, Florida. AND Lots 1 through 4, inclusive, of Percival Plat Revised, according to the Plat thereof recorded in Plat Book 1, Page 140, of the Public Records of Miami -Dade County, Florida, LESS AND EXCEPT that portion of said Lot 1 conveyed to the City of Miami, a municipal corporation by that certain Deed recorded in Deed Book 3615, Page 319 and Deed Book 3388, Page 338, of the Public Records of Miami -Dade County, Florida, more particularly described as follows: Beginning at the Southeast corner of Lot 1, Percival and Sanford Revised, according to the Plat thereof, as recorded in Plat Book 1, at Page 140, of the Public Records of Miami -Dade County, Florida; run thence West along the South line of said Lot 1 for a distance of Twenty (20) Feet to a point; thence run North along a line parallel with and Twenty (20) Feet West of the East line of said Lot 1, for a distance of Sixty (60) Feet, more or less, to the Wall of an existing building; thence run South along the East line of said Lot 1 for a distance of Sixty (60) Feet, more or less, to the Southeast corner of said Lot 1, which is the Point of Beginning. FURTHER LESS AND EXCEPT that certain property set forth and further described in the County Deed recorded in Official Records Book 32037, Page 2116, of the Public Records of Miami -Dade County, Florida. FURTHER LESS AND EXCEPT any portion of the above Parcels lying within a Right -of -Way. ADDRESS: 3750 S. Dixie Hwy, Miami, FL 33133 Page 13 of 14 EXHIBIT B Permitted Encumbrances on the Mortgaged Property All permitted encumbrances on the Property are described in Title Insurance Commitment No. 19115328 issued by Old Republic National Title Insurance Company, effective as of October 28, 2020 at 8:00 a.m. Page 14 of 14 Exhibit G Form of Declaration of Restrictive Covenants Prepared by, and after recording return to: Victoria Mendez, Esq. City Attorney, City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 Property Address: 3750 South Dixie Highway, Miami, FL 33133 DECLARATION OF RESTRICTIVE COVENANTS FOR PLATFORM 3750 (MIAMI FOREVER BOND FUNDS) This Declaration of Restrictive Covenants for Platform 3750 (the "Covenant") made this l/ day of CYugru/, 2021 by PLATFORM 3750 II, LLC, a Florida limited liability company (hereinafter r�lferred o as "Project Sponsor"), is in favor of the CITY OF MIAMI, a municipal corporation of the State of Florida (hereinafter referred to as the "City"). RECITALS WHEREAS, the Project Sponsor is the owner of a leasehold estate in the property legally described in Exhibit A, attached hereto and incorporated herein; and WHEREAS, the Project Sponsor hereby agrees and covenants that the following described property shall be subject to the provisions, covenants, and restrictions contained herein; and WHEREAS, this Covenant is made for the express benefit of the City of Miami, ("City") a Florida municipal corporation. It shall remain in full force and effect until released by the City; and WHEREAS, the City has loaned $3,500,000.00 in Miami Forever Bond funds to Project Sponsor ("Loan") in order to develop the Project, as more particularly described below; and WHEREAS, the Project Sponsor is developing a project that will, among other things, increase the supply of rental housing units for a person or household whose annual income does not exceed sixty percent (60%) of the median income for the area, as determined by the Florida Housing Finance Corporation ("FHFC") with adjustments for smaller and larger families and with certain exceptions as provided by FHFC, a person or household whose annual income does not exceed thirty-three percent (33%) 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, Very Low, Workforce, and Low -Income Households in the community to be known as Platform 3750 (hereinafter referred to as the "Project"), which consists of the new construction of an 8-floor mixed -income residential building located at 3750 South Dixie Highway, Miami, Florida, (hereinafter referred to as the -"Property"), legally described in Exhibit "A." The Project consists of a total of a total of one hundred ninety-one (191) residential apartment units. The Project will have seventy-nine (79) Bond -assisted units (the "Bond -Assisted Units") developed on the Property; and WHEREAS, the City's allocation of funds for the Project is subject to that certain Miami Forever Bond Loan Agreement for Platform 3750 (the "Loan Agreement") and other loan documents of even date herewith between the City and the Project Sponsor (collectively the "Loan Documents"); and Page 1 of 7 WHEREAS, Project Sponsor desires to make a binding commitment to assure that the Bond Assisted Units and the Property in general are maintained and operated in accordance with the provisions of the Loan Documents and this Covenant; and WHEREAS, Project Sponsor, as a condition for receiving the Loan funds for the Property is required to record in the Public Records this Covenant obligating the Project Sponsor, its successors, transferees, and assigns to maintain and operate the Property in accordance with the Loan Documents; and WHEREAS, the Project Sponsor hereby declares that this Covenant shall be and is a covenant running with the Property and, unless released by the City, is binding on the Property for the entire Affordability Period, and is not merely a personal covenant of the Project Sponsor; and NOW THEREFORE, Project Sponsor voluntarily covenants and agrees that the Bond Assisted Units and the Property in general shall be subject to the following restrictions that are intended and shall be deemed to be covenants running with the land and binding upon Project Sponsor, and its heirs, successors and assigns as follows: Section 1. Recitals: The recitals and findings set forth in the preamble of this Covenant are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Section. Section 2. Use of Property: The Project shall be developed on the Property and there shall be seventy-nine (79) Bond Assisted Units out of the Project's total one hundred ninety-one (191) units. Bond Assisted Units shall remain Affordable during Affordability Period. The seventy-nine (79) Bond Assisted units shall remain affordable to a person or household whose annual income does not exceed sixty percent (60%) of the median income for the area, as determined by the FHFC with adjustments for smaller and larger families and with certain exceptions as provided by FHFC, a person or household whose annual income does not exceed thirty-three percent (33%) 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, Very Low Income Households, Low Income Households, and Workforce Income Households for the period of time commencing on the Close -Out of the Project and ending thirty (30) years thereafter or at such time that the Loan is repaid in full (whichever is later) (the "Expiration of the Affordability Period"). The City Assisted Units shall be comprised as follows: one (1) efficiency for a person or household whose annual income does not exceed thirty-three percent (33%) 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, one (1) efficiency for a Very Low Income Household, forty-three (43) efficiencies for persons or households whose annual income does not exceed sixty percent (60%) 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, twenty-eight (28) one -bedroom one - bathroom units for persons or households whose annual income does not exceed sixty percent (60%) 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, four (4) two -bedroom two - bathroom units for persons or households whose annual income does not exceed sixty percent (60%) 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, one (1) efficiency for Low Income Households, one (1) one -bedroom one -bathroom unit for Workforce Income Households. "Very Low Income Household" shall mean a household whose annual income does not exceed fifty percent (50%) of the median income for the area, as determined by the FHFC, with Page 2 of 7 adjustments and certain exceptions as provided by FHFC. "Low Income Household" shall mean a household whose annual income does not exceed eighty percent (80%) of the median income for the area, as determined by the FHFC, with adjustments and certain exceptions as provided by FHFC. "Workforce Income Household" shall mean a household whose annual income does not exceed one hundred forty percent (140%) of the median income for the area, as determined by the FHFC, with adjustments and certain exceptions as provided by FHFC. Section 3. Term of Covenant: This Covenant is a covenant running with the land. This -Covenant shall remain in full force and effect and shall be binding upon the Project Sponsor, its successors and assigns from the Effective Date until the Expiration of the Affordability Period. The Affordability Period of this Project will be tthirty (30) years or at such time that the Loan is repaid in full (whichever is later), commencing on Close -Out of the Project. Upon the Expiration of the Affordability Period, this Covenant shall immediately lapse and be of no further force and effect without the necessity of any other written document or instrument. Notwithstanding the foregoing, upon the Expiration of the Affordability Period, the City shall prepare for recording an instrument evidencing the expiration of and other termination of this Covenant in the Public Records of Miami -Dade County, Florida. Section 4. Prohibited Conveyances: Other than as provided in the Loan Agreement, the Project Sponsor covenants and agrees not to encumber or convey its interest in the Project, Property, or any portion thereof, without prior written consent as required by the Loan Agreement. For the purposes of this Covenant, any change in the ownership or control of the Project Sponsor, which is not permitted under the Loan Documents, shall be deemed a conveyance of an interest in the Project. Section 5. Repayment Upon Default: The Project Sponsor covenants and agrees that in the event (i) of the sale or conveyance of any interest in the Project and/or the Property without prior written consent as required by the Loan Documents (except as otherwise provided in the Loan Documents), or (ii) that the Project Sponsor ceases to exist as an organization, the Project Sponsor shall immediately make payment to the City in an amount equal to the full amount of Loan funds disbursed and outstanding, with interest thereon as provided in the Note, and all unpaid fees, charges and other obligations of the Project Sponsor due under any of the Bond Loan Documents. Section 6. Inspection and Enforcement: It is understood and agreed that any official inspector of the City shall have the right any time during normal working hours to enter and investigate the use of the Property to determine whether the conditions of this Covenant are in compliance, subject to the rights of Residential tenants under their leases. Section 7. Amendment and Modification: This Covenant may be modified, amended, or released as to any portion of the Property by a written instrument executed on behalf of the City and the Project Sponsor. Should this instrument be modified, amended, or released, the City Manager shall execute a written instrument in recordable form to be recorded in the Public Records of Miami -Dade County, Florida, effectuating and acknowledging such modification, amendment, or release, as necessary in order to comply with the City's Bond Requirements. Section 8. Definitions: All capitalized terms not defined herein shall have the meanings provided in the Bond Loan Agreement. Page 3 of 7 Section 9. Severability: Invalidation of one of the provisions of this Covenant by judgment of Court shall not affect any of the other provisions of the Covenant, which shall remain in full force and effect. Section 10. Recordation: This Covenant shall be filed of record among the Public Records of Miami -Dade County, Florida, at the sole cost and expense of the Project Sponsor. Section 11. Deed Restriction/Covenant Running with the Land. Any and all requirements of the laws of the State of Florida that must be satisfied in order for the provisions of this Covenant to constitute a deed restriction and covenant running with the land shall be satisfied in full, and any requirements or privileges of estate are intended to be satisfied, or in the alternate, an equitable servitude has been created to insure that these restrictions run with the land. For the term of this Covenant, each and every contract, deed, or other instrument hereafter executed conveying the Property or portion thereof shall expressly provide that such conveyance is subject to this Covenant, provided, however, that the covenants contained herein shall survive and be effective regardless of whether such contract, deed, or other instrument hereafter executed conveying the Property or portion thereof provides that such conveyance is subject to this Covenant. Section 12. Governing Law and Venue. This Covenant 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 Covenant 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. Section 13. Miami Forever Bond Funds. Project Sponsor acknowledges and agrees that this Covenant is intended to evidence and memorialize the use of proceeds of the Miami Forever Bond for the paramount public purpose of providing affordable housing in the City of Miami, Florida, as approved at referendum in November 2017. Project Sponsor acknowledges and agrees that the Project Sponsor entering into this Covenant is a material inducement to the City making the aforementioned Loan. Section 14. HUD Rider. Project Sponsor and City acknowledge and agree to the terms in Exhibit "B," which is attached hereto and incorporated herein by reference. [Signature Page Follows] Page 4 of 7 IN WITNESS WHEREOF, the Project Sponsor has caused this Declaration of Restrictive Covenants to be executed by its duly authorized officers and the corporate seal to be affixed hereto on the day and year first above -written. WITNESSES: Print Name: 11/a - .(JZ 7-1/17.1-rjLWCtVi Print Name f PROJECT SPONSOR'S ADDRESS: 2100 HOLLYWOOD BOULEVARD HOLLYWOOD, FL 33020 STATE OF FLORIDA } COUNTY OF MIAMI-DADE } SS: PROJECT SPONSOR: Platform 3750 II, LLC, a Florida limited liability company By: Print 1i' ame: Mara S. Mades Title: Vice resident Date: 1 �q1 'G'-02/ NNOWLEDGMENT The foregoing instrument was ac owledged before me by means of ®"physical presence or ❑ online notarization this 7 day of Li (''(/ 2021 by Mara S. Mades , as Vice President of Platform 3750 II, LLC, a Florida imited liability c mpany, on behalf of the company, why o personally known to me or has produced as identification,, JACQUELINE SILVA Notary Public - State of Florida Commission # GG 202744 ,,atp My Comm. Expires Apr 2, 2022 Bonded through National Notary Assn. Page 5 of 7 C rint Name: J§equeline Silva Notary Public, State of Florida at large JACQUELINE SILVA Notary Public - State of Florida h Commission n GG 202744 My Comm. Expires Apr 2, 2022 t Bonded through National Notary Assn. ATTEST Date: APPROVEVAS TO REQUIREMENTS CITY: CITY OF MIAMI, a municipal corporation of the State of Florida By: Arthur Niega V, City Manager Ann -Marie : , e Vic Director o ' Ris Management Cit Page 6 of 7 Exhibit A Legal Description Of The Property Tract A, of Simber Subdivision, according to the Plat thereof, recorded in Plat Book 64, Page 31, of the Public Records of Miami -Dade County, Florida. AND Lots 1 through 4, inclusive, of Percival Plat Revised, according to the Plat thereof recorded in Plat Book 1, Page 140, of the Public Records of Miami -Dade County, Florida, LESS AND EXCEPT that portion of said Lot 1 conveyed to the City of Miami, a municipal corporation by that certain Deed recorded in Deed Book 3615, Page 319 and Deed Book 3388, Page 338, of the Public Records of Miami -Dade County; Florida, more particularly described as follows: Beginning at the Southeast corner of Lot 1, Percival and Sanford Revised, according to the Plat thereof, as recorded in Plat Book 1, at Page 140, of the Public Records of Miami -Dade County, Florida; run thence West along the South line of said Lot 1 for a distance of Twenty (20) Feet to a point; thence run North along a line parallel with and Twenty (20) Feet West of the East line of said Lot 1, for a distance of Sixty (60) Feet, more or less, to the Wall of an existing building; thence run South along the East line of said Lot 1 for a distance of Sixty (60) Feet, more or less, to the Southeast corner of said Lot 1, which is the Point of Beginning. FURTHER LESS AND EXCEPT that certain property set forth and further described in the County Deed recorded in Official Records Book 32037, Page 2116, of the Public Records of Miami -Dade County, Florida. FURTHER LESS AND EXCEPT any portion of the above Parcels lying within a Right -of -Way. ADDRESS: 3750 South Dixie Highway, Miami, FL 33133 Page 7 of 12 Exhibit B This RIDER TO RESTRICTIVE COVENANTS is made as of , 2021, by PLATFORM 3750 II, LLC, a Florida limited liability company ("Borrower") and the CITY OF MIAMI, a municipal corporation of the State of Florida ("Agency" or "Lender"). RECITALS WHEREAS, Borrower has obtained financing from JLL Real Estate Capital, LLC, a Delaware limited liability company ("Lender") for the benefit of the project known as Platform 3750 ("Project"), which loan is secured by a mortgage ("Security Instrument") dated as of j /J [2.9 , and recorded in the Public Records of Miami -Dade County, Florida ("Records") on , 2021 in Official Records BookhJ/l , at Page n//i-, and is insured by the United States Department of Housing and Urban Development ("HUD"); and WHEREAS, Borrower has received a loan of HOME funds from the Agency, which Agency is requiring restrictions be recorded against the Project; and WHEREAS, HUD requires as a condition of its insuring Lender's financing to the Project, that the lien and covenants of this Declaration of Restrictive Covenants (the "Restrictive Covenants") be subordinated to the lien, covenants, and enforcement of the Security Instrument; and WHEREAS, the Agency has agreed to subordinate the Restrictive Covenants to the lien of the Mortgage Loan in accordance with the terms of this Rider. NOW, THEREFORE, in consideration of the foregoing and for other consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: (a) In the event of any conflict between any provision contained elsewhere in the Restrictive Covenants and any provision contained in this Rider, the provision contained in this Rider shall govern and be controlling in all respects as set forth more fully herein. (b) The following terms shall have the following definitions: "Code" means the Internal Revenue Code of 1986, as amended. HUD" means the United States Department of Housing and Urban Development. "HUD Regulatory Agreement" means the Regulatory Agreement between Borrower and HUD with respect to the Project, as the same may be supplemented, amended or modified from time to time. "Lender" means JLL Real Estate Capital, LLC, a Delaware limited liability company, its successors and assigns. "Mortgage Loan" means the mortgage loan made by Lender to the Borrower pursuant to the Mortgage Loan Documents with respect to the Project. Page 8 of 12 RFA_MFB Cov_v1 "Mortgage Loan Documents" means the Security Instrument, the HUD Regulatory Agreement and all other documents required by HUD or Lender in connection with the Mortgage Loan. "National Housing Act" means the National Housing Act of 1934, as amended. "Program Obligations" has the meaning set forth in the Security Instrument. "Residual Receipts" has the meaning specified in the HUD Regulatory Agreement. "Security Instrument" means the mortgage or deed of trust from Borrower in favor of Lender, as the same may be supplemented, amended or modified. "Surplus Cash" has the meaning specified in the HUD Regulatory Agreement. (c) Notwithstanding anything in the Restrictive Covenants to the contrary, the provisions hereof are expressly subordinate to (i) the Mortgage Loan Documents, including without limitation, the Security Instrument, and (ii) Program Obligations (the Mortgage Loan Documents and Program Obligations are collectively referred to herein as the "HUD Requirements"). Borrower covenants that it will not take or permit any action that would result in a violation of the Code, HUD Requirements or Restrictive Covenants. In the event of any conflict between the provisions of the Restrictive Covenants and the provisions of the HUD Requirements, HUD shall be and remains entitled to enforce the HUD Requirements. Notwithstanding the foregoing, nothing herein limits the Agency's ability to enforce the terms of the Restrictive Covenants, provided such terms do not conflict with statutory provisions of the National Housing Act or the regulations related thereto. The Borrower represents and warrants that to the best of Borrower's knowledge the Restrictive Covenants impose no terms or requirements that conflict with the National Housing Act and related regulations. (d) In the event of foreclosure (or deed in lieu of foreclosure), the Restrictive Covenants (including without limitation, any and all land use covenants and/or restrictions contained herein) shall automatically terminate. (e) Borrower and the Agency acknowledge that Borrower's failure to comply with the covenants provided in the Restrictive Covenants does not and shall not serve as a basis for default under the HUD Requirements, unless a default also arises under the HUD Requirements. (f) Except for the Agency's reporting requirement, in enforcing the Restrictive Covenants the Agency will not file any claim against the Project, the Mortgage Loan proceeds, any reserve or deposit required by HUD in connection with the Security Instrument or HUD Regulatory Agreement, or the rents or other income from the property other than a claim against: i. Available surplus cash, if the Borrower is a for -profit entity; ii. Available distributions of surplus cash and residual receipts authorized for release by HUD, if the Borrower is a limited distribution entity; or iii. Available residual receipts authorized by HUD, if the Borrower is a non-profit Page 9 of 12 RFA MFB Cov_v1 entity. or iv. INTENTIONALLY DELETED (g) For so long as the Mortgage Loan is outstanding, Borrower and Agency shall not further amend the Restrictive Covenants, with the exception of clerical errors or administrative correction of non -substantive matters, without HUD's prior written consent. (h) Subject to the HUD Regulatory Agreement, the Agency may require the Borrower to indemnify and hold the Agency harmless from all loss, cost, damage and expense arising from any claim or proceeding instituted against Agency relating to the subordination and covenants set forth in the Restrictive Covenants, provided, however, that Borrower's obligation to indemnify and hold the Agency harmless shall be limited to available surplus cash and/or residual receipts of the Borrower. SIGNATURES APPEAR ON FOLLOWING PAGES RFA_MFB Cov v1 Page 10 of 12 BORROWER:: PLATFORM 3750 H, LLC, a Florida limited liability company B ACKNOWLEDGMENT STATE OF FLORIDA COUNTY OF MIAMI-DADE Print Name: Mara S. Mades Title: Vice President The foregoing instrument was acknow ddged before me by means of 71 physical presence or O online notarization, this 9 day o G/'1vea"' , 2021 by Mara S. Mades as Vice President of Platform 3750 II, LLC. She is personally known to me or has produced as identification. (NOTARY PUBLIC SEAL) JACQUELINE SILVA I l Notary Public - State of Florida Commission n GG 202744 My Comm. Expires Apr 2, 2022 V 5cnc?ed through National Notary Assn. �ra�i•. _ o _ v ��s RFA MFB Cov_v1 Jacqueline Sib/a Signature of Person Taking Acknowledgment i Agi,,,,.,, JACQUELINE SILVA LIP • 161 Notary Public - State of Florida ,,i�i Commission # GG 202744 Fen.,°•'' My Comm. Expires Apr 2, 2022 ,! Bonded through National Notary Assn. Page 11 of 12 ATTT: t(-1odd :. Hannon C.ity erk Date: ( APPROVED ORM AND CO C S: ictoria Mend City RFA_MFB Cov_v1 CITY: CITY OF MIAMI, a municipal corporation of the State of Flflrida Arthuk'loriega CityManager Page 12 of 12 Exhibit H Form of Rent Regulatory Agreement Prepared by, and, after recording return to: Victoria Mendez, Esq. City Attorney City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 Property Address: 3750 South Dixie Highway, Miami, FL RENT REGULATORY AGREEMENT FOR PLATFORM 3750 THIS RENT REGULATORY AGREEMENT ("Regulatory Agreement") is entered into this JL day of 7� , 2021, between PLATFORM 3750 II, LLC, a Florida limited liability compan hereinafter referred to as "Borrower") and the CITY OF MIAMI (hereinafter referred to as the ` City"). The execution of this Regulatory Agreement by the Borrower is in connection with the loan of Miami Forever Bond ("Bond") funds, (the "Loan"), secured by certain loan documents to be executed in connection therewith (the "Loan Documents"), for the construction of a total of seventy (79) residential apartment units. All seventy-nine (79) of the residential apartment units will be bond -assisted units (the "Bond -Assisted Units") of that certain project known as Platform 3750. The development will be a one hundred ninety one (191) unit 14-floor mix -income residential building located at 3750 S. Dixie Highway Miami, Florida (hereinafter referred to as the "Property" or the "Project"). In accordance with the requirements set forth in (i) that certain Miami Forever Bond Loan Agreement to be executed by the Borrower and the City for the Bond funds (the "Agreement" or "Loan Agreement"), and (ii) the other Loan documents of even date therewith between the Borrower and the City, seventy-nine (79) of the total one hundred ninety-one (191) Project units are considered "Bond -Assisted" and all of the Bond -Assisted Units are subject to the restrictions provided herein. Borrower hereby agrees to the following terms, conditions and covenants until the end of the Affordability Period: (1) Occupancy Requirements. The seventy-nine (79) Bond -Assisted Units shall be occupied only by for persons or households whose annual income does not exceed sixty percent (60%) of the median income for the area, as determined by the Florida Housing Finance Corporation ("FHFC") with adjustments for smaller and larger families and with certain exceptions as provided by FHFC, a person or household whose annual income does not exceed thirty-three percent (33%) 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, Very Low Income Households, Low Income Households, and Workforce Income Households. Bond - Assisted units shall be made available to tenants who qualify under the occupancy requirements of Florida Housing Finance Corporation and fit the income requirements. Very Low Income Household, for the purposes of this Regulatory Agreement, shall mean households whose annual incomes that do not exceed fifty percent (50%) of the median income for the area (e.g. Miami -Dade County Florida), as determined by Florida Housing Finance Corporation and adjusted for family size. Low Income Household, for the purposes of this Regulatory Agreement, shall mean households whose annual incomes that do not exceed eighty percent (80%) of the median income for the area (e.g. Miami -Dade County Florida), as determined by Page 1 of 14 Florida Housing Finance Corporation and adjusted for family size. Workforce Income Household, for the purposes of this Regulatory Agreement, shall mean households whose annual incomes that do not exceed one hundred forty percent (140%) of the median income for the area (e.g. Miami -Dade County Florida), as determined by Florida Housing Finance Corporation and adjusted for family size. (2) Maximum Rent Levels. The rents charged on all of the Bond -Assisted Units shall be subject to the rent limits released annually by Florida Housing Finance Corporation. The Rent maximums for leases signed in Miami, Florida effective as of April 1, 2020 are as follows: No. of No. of 80% AMI 140% Bond- 50% AMI AMI Assisted Maximum Maximum Maximum Units Bedrooms Rent Rent Rent 2 Studio $800 -- -- 44 Studio -- $1,280 -- 2 1 $857 -- -- 26 1 -- $1,371 -- 1 1 -- -- $2,401 2 2 $1,028 -- -- 2 2 -- $1,645 -- The foregoing maximum rents include tenant paid utilities. Maximum rents will be reduced for the amount of the applicable HUD Utility Allowance for any utilities paid by the tenant. In no event will the monthly rent on a Bond -Assisted Unit exceed thirty percent (30%) of the applicable percentage of area median income set forth in Paragraph 1 above. Rents shall not be adjusted for changes in income or HUD published maximums until lease renewal. (3) Income Re -certification. Tenant income for Bond -Assisted Units shall be certified by the Borrower annually on the anniversary of each tenant's lease and maintained in the tenant file, subject to inspection by the City, in accordance with Paragraph 9 of this Regulatory Agreement. (4) Deposits and Pre -payments. Borrower shall not require, as a condition of occupancy or leasing of any Bond -Assisted Unit, any other consideration or deposit from the tenant, except for the prepayment of one month's rent and plus a security deposit not to exceed one additional month's rent. (5) Prohibited Lease Provisions. The Borrower's leases for Bond -Assisted Units shall not contain any of the following provisions: a. Agreement to be sued. A tenant lease may not contain a provision whereby the tenant agrees to be sued, admits guilt or consents to judgment in favor of the landlord in a lawsuit brought in connection with the lease. Page 2 of 14 b. Agreement regarding treatment of property. A tenant lease may not contain a provision whereby the tenant agrees that the landlord may take, hold or sell personal property of the tenant household without notice and a court decision. This prohibition does not apply to personal property remaining in the Bond -Assisted Unit after the tenant has moved out. c. Waiver of notice. A tenant lease may not contain a provision whereby the tenant agrees that the landlord may institute a lawsuit without notice to the tenant. d. Waiver of legal proceedings. A tenant lease may not contain a provision whereby the tenant agrees that the landlord may evict the tenant or a household member without instituting a civil court proceeding in which the tenant has the opportunity to present a defense or before a court decision on the rights of the parties. e. Waiver of a jury trial. A tenant lease may not contain a provision whereby the tenant agrees to waive any right to a jury trial. f Waiver of right to appeal a court decision. A tenant lease may not contain a provision whereby the tenant agrees to waive the tenant's right to appeal or otherwise challenge in court a court decision in connection with the lease. Agreement to pay legal costs, regardless of outcome. A tenant lease may not contain a provision whereby the tenant agrees to pay attorney's fees or other legal costs even if the tenant wins the court proceeding brought by the landlord against the tenant. The tenant, however, may be obligated to pay costs if the tenant loses. h. Excusing owner from responsibility. A tenant lease may not contain a provision whereby the tenant agrees not to hold the landlord or the landlord's agents legally responsible for any action or failure to act, whether intentional or negligent. (6) Annual Reporting. Each year, on the anniversary of the issuance of the certificate of occupancy/certificate of completion for the Project, and at other times at the request of the City, the Borrower shall furnish occupancy reports in a form approved by the City, and shall provide the City with such other information as may be requested by the City relative to income, expenses, assets, liabilities, contracts, operations, and condition of the Project and/or the Bond -Assisted Units. (7) Inspections. The Borrower agrees to submit the Bond -Assisted Units to an annual re -inspection to insure continuing compliance with all applicable housing codes, federal and local housing quality standards and regulatory requirements. The Borrower will be furnished a copy of the results of each inspection within thirty (30) days of completion, and will be given thirty (30) days thereafter to correct any deficiencies or violations. At any time other than an annual inspection, the City may, in its discretion, inspect any Bond -Assisted Unit. The Borrower and the tenant will be provided with the results of the inspection and the time and the method of compliance and corrective action that must be taken. g. Page 3 of 14 (8) Record -keeping. The Property, including the Bond -Assisted Units, equipment, buildings, plans, offices, apparatus, devices, books, contracts, records, documents, and other papers relating thereto shall at all times be maintained in reasonable condition for proper audit and shall be subject to examination and inspection at any reasonable time by the City. Borrower shall keep copies of all written contracts and other instruments which affect the Bond -Assisted Units, all or any of which may be subject to inspection and examination by the City. Specifically, the foregoing includes all records, calculations and information necessary to support tenant occupancy eligibility and monthly rental charges in addition to all leases and written notices to tenants with respect to the terms of this Regulatory Agreement, as required by Paragraph 12 of this Regulatory Agreement. (9) Default. Upon the occurrence of a violation of any provision of this Regulatory Agreement, the City shall give written notice thereof to the Borrower, by registered or certified mail, addressed to the Borrower's address as stated in this Regulatory Agreement, or to such other address(es) as may subsequently, upon appropriate written notice thereof to the City, be designated by the Borrower. In the case of a Borrower which is a corporation or partnership, notices may also be sent by the City to the address of the corporation's chief executive officer or to all general partners, as applicable, at the City's discretion. If such violation is not corrected to the City's satisfaction, within thirty (30) days after the date such notice is mailed, or within such further time as the City reasonably determines is necessary to correct the violation, without further notice the City may declare a default under this Regulatory Agreement and under the Agreement and the Loan Documents executed in connection therewith, and may proceed to initiate any or all remedies at law or in equity provided for in the event of a default under such agreements and Loan Documents. All notices under this Regulatory Agreement shall be in writing and addressed as follows: To Borrower: With Copy to: To City: Platform 3750 II, LLC 2100 Hollywood Blvd Hollywood, FL 33020 Attention: Leon J. Wolfe Brian J. McDonough Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. 150 West Flagler Street, Suite 2200 Miami, FL 33130 City of Miami Department of Housing and Community Development One Flagler Building 14 Northeast 1st Avenue, Second Floor Miami, Florida 33132 Attn: George Mensah, Director Page 4 of 14 With Copy To: Victoria Mendez Office of the City Attorney, City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 (10) Fines. Upon the occurrence of a violation of any provision of this Regulatory Agreement, and regardless of the nature of the violation, the City will assess a flat monthly fine in the amount of Fifty Dollars and no/cents ($50.00) per Bond -Assisted Unit that is the subject of such violation up to a maximum of Five Thousand Dollars and no/cents ($5,000.00) per month, for each month the violation is not corrected, and pay same over to the City. The remedy for violation provided in this section of this Regulatory Agreement is cumulative with any and all remedies at law or in equity provided in the event of a default under this Regulatory Agreement and/or the Loan Documents. (11) Tenant Notice. Borrower agrees during the term of this Regulatory Agreement, to furnish each tenant of a Bond -Assisted Unit, at the execution or renewal of any lease or upon initial occupancy, if there is no lease, with a written notice in the following form: The rent charged for your apartment and the services included in that rent are subject to a Rent Regulatory Agreement between the landlord and the City of Miami, for the term of the Affordability Period. A copy of the Rent Regulatory Agreement will be made available by the landlord to each tenant upon request. If there is no lease for a Bond -Assisted Unit, Borrower shall maintain a file copy of such notice delivered to the tenant, with a signed acknowledgement of receipt by the tenant. All such notices to tenants will be made available for inspection upon request by the City. (12) No Conflict with Loan Documents. The provisions of this Regulatory Agreement are in addition to, and do not amend, alter, modify, or supersede in any respect, the provisions of the mortgage and/or any of the other Loan Documents executed in connection with the Loan. (13) Partial Invalidity. -The invalidity of any paragraph or provision of this Regulatory Agreement shall not affect the validity of the remaining paragraphs and provisions hereof. (14) Tenn. This Regulatory Agreement shall be effective until the expiration of the Affordability Period. On the expiration of such period, this Regulatory Agreement shall immediately lapse and be of no further force and effect without the necessity of any other written document or instrument. Notwithstanding the foregoing, upon such expiration, the Borrower shall be permitted to prepare and record an instrument evidencing the expiration of and other termination of this Regulatory Agreement in the Public Records of Miami -Dade County, Florida. Page 5 of 14 (15) Definitions. All capitalized terms used herein and not otherwise defined shall have the meanings provided in the Regulation and/or in the Loan Documents. (16) Exclusion of Commercial Spaces. Notwithstanding anything to the contrary in this Regulatory Agreement or in the Agreement, it is expressly understood and agreed that the Regulation and all other terms, conditions, restrictions, and requirements of this Regulatory Agreement shall exclude, and shall not apply to, or otherwise restrict or affect, the operation, maintenance, leasing, improvement, base rent and other additional rent determination and collection, and all other aspects of the Borrower's management, leasing, and ownership of all or any portion of the commercial and retail spaces located in the Project, if applicable. (17) Severability. Invalidation of one of the provisions of this Regulatory Agreement by judgment of Court shall not affect any ofthe other provisions ofthe Covenant, which shall remain in full force and effect. (18) Recordation. This Regulatory Agreement shall be filed of record among the Public Records of Miami -Dade County, Florida, at the sole cost and expense of the Owner. (19) Governing Law and Venue. This Regulatory 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 Regulatory 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. (20) 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. (21) Attorney's Fees. In the event litigation, arbitration, or mediation, between the parties hereto, arises out of the terms of this Regulatory 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. (22) HUD Rider. Project Sponsor and City acknowledge and agree to the terms in Exhibit "B," which is attached hereto and incorporated herein by reference. [Signature Page Follows] Page 6 of 14 THIS REGULATORY AGREEMENT has been executed and delivered as of the day and year first above written. WITNESSES: Print Name: 41. 6( u � (— 3 l lA UI Print Name: 1 \� BORROWER'S ADDRESS: PLATFORM 3750, LLC 2100 HOLLYWOOD BLVD HOLLYWOOD, FL 33020 STATE OF FLORIDA } COUNTY OF MIAMI-DADE } SS: BORROWER: Platform 3750 II, LLC, a Florida limited liability company By: Print N e: Mara S. Mades Title:Vice President Date: I / /262 / ACKNOWLEDGMENT The foregoing instrument was acknowledged before me by means of Ehysical presence or ❑ online notarization this 1 day of _ at,i Cr"Gt. , 2021 by Mara S. Mades, as Vice President of Platform 3750 II, LLC, a Florida limited liability co pany, on behalf of the company, who is personally known to me or has produced as identificati ,'t►RY °usG, JACQUELINE SILVA �= Notary Public - State of Florida 4'i Commission # GG 202744 I ',,;oF c' / My Comm. Expires Apr 2, 2022 P 1 Bonded through National Notary Assn. II I int ame: Jacqueline Silva Notary Public, State of Florida at large JACQUELINE SILVA Notary Public - State of Florida Commission 4 GG 202744 My Comm. Expires Apr 2, 2022 Bonded through National Notary Assn Page 7 of 14 THIS REGULATORY AGREEMENT has been executed and delivered as of the day and year first above written. ATT:'T: odd B. or City Clerk Date: i / I I /z02i APPROVED A • FORM AND CO' '." ► SS: Vic Cit CITY: CITY OF MIAMI, a municipal corporation of the State of Florida By: Arthur riega V City Manager Page 8 of 14 Exhibit A Legal Description Of The Property Tract A, of Simber Subdivision, according to the Plat thereof, recorded in Plat Book 64, Page 31, of the Public Records of Miami -Dade County, Florida. AND Lots 1 through 4, inclusive, of Percival Plat Revised, according to the Plat thereof recorded in Plat Book 1, Page 140, of the Public Records of Miami -Dade County, Florida, LESS AND EXCEPT that portion of said Lot 1 conveyed to the City of Miami, a municipal corporation by that certain Deed recorded in Deed Book 3615, Page 319 and Deed Book 3388, Page 338, of the Public Records of Miami -Dade County, Florida, more particularly described as follows: Beginning at the Southeast corner of Lot 1, Percival and Sanford Revised, according to the Plat thereof, as recorded in Plat Book 1, at Page 140, of the Public Records of Miami -Dade County, Florida; run thence West along the South line of said Lot 1 for a distance of Twenty (20) Feet to a point; thence run North along a line parallel with and Twenty (20) Feet West of the East line of said Lot 1, for a distance of Sixty (60) Feet, more or less, to the Wall of an existing building; thence run South along the East line of said Lot 1 for a distance of Sixty (60) Feet, more or less, to the Southeast corner of said Lot 1, which is the Point of Beginning. FURTHER LESS AND EXCEPT that certain property set forth and further described in the County Deed recorded in Official Records Book 32037, Page 2116, of the Public Records of Miami -Dade County, Florida. FURTHER LESS AND EXCEPT any portion of the above Parcels lying within a Right -of -Way. ADDRESS: 3750 South Dixie Highway, Miami, FL Page 9 of 14 Exhibit B This RIDER TO RESTRICTIVE COVENANTS is made as of , 2021, by PLATFORM 3750 II, LLC, a Florida limited liability company ("Borrower") and CITY OF MIAMI, a municipal corporation of the State of Florida ("Agency" or "Lender"). RECITALS WHEREAS, Borrower has obtained financing from JLL Real Estate Capital, LLC, a Delaware limited liability company ("Lender") for the benefit of the project known as Platform 3750 (" roject"), which loan is secured by a mortgage ("Security Instru ei7t") datgd�a§o f , and recorded on , 2021 in Official Records Book //A- at Pa of the Public Records of Miami -Dade County, Florida ("Records") and is insured by the United States Department of Housing and Urban Development ("HUD"); and WHEREAS, Borrower has received a loan of HOME funds from the Agency, which Agency is requiring restrictions be recorded against the Project; and WHEREAS, HUD requires as a condition of its insuring Lender's financing to the Project, that the lien and covenants of this Regulatory Agreement (the "Restrictive Covenants") be subordinated to the lien, covenants, and enforcement of the Security Instrument; and WHEREAS, the Agency has agreed to subordinate the Restrictive Covenants to the lien of the Mortgage Loan in accordance with the terms of this Rider. NOW, THEREFORE, in consideration of the foregoing and for other consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: (a) In the event of any conflict between any provision contained elsewhere in the Restrictive Covenants and any provision contained in this Rider, the provision contained in this Rider shall govern and be controlling in all respects as set forth more fully herein. (b) The following terms shall have the following definitions: "Code" means the Internal Revenue Code of 1986, as amended. "HUD" means the United States Department of Housing and Urban Development. "HUD Regulatory Agreement" means the Regulatory Agreement between Borrower and HUD with respect to the Project, as the same may be supplemented, amended or modified from time to time. "Lender" means JLL Real Estate Capital, LLC, a Delaware limited liability company, its successors and assigns. "Mortgage Loan" means the mortgage loan made by Lender to the Borrower pursuant to the Mortgage Loan Documents with respect to the Project. Page 10 of 14 "Mortgage Loan Documents" means the Security Instrument, the HUD Regulatory Agreement and all other documents required by HUD or Lender in connection with the Mortgage Loan. "National Housing Act" means the National Housing Act of 1934, as amended. "Program Obligations" has the meaning set forth in the Security Instrument. "Residual Receipts" has the meaning specified in the HUD Regulatory Agreement. "Security Instrument" means the mortgage or deed of trust from Borrower in favor of Lender, as the same may be supplemented, amended or modified. "Surplus Cash" has the meaning specified in the HUD Regulatory Agreement. (c) Notwithstanding anything in the Restrictive Covenants to the contrary, the provisions hereof are expressly subordinate to (i) the Mortgage Loan Documents, including without limitation, the Security Instrument, and (ii) Program Obligations (the Mortgage Loan Documents and Program Obligations are collectively referred to herein as the "HUD Requirements"). Borrower covenants that it will not take or permit any action that would result in a violation of the Code, HUD Requirements or Restrictive Covenants. In the event of any conflict between the provisions of the Restrictive Covenants and the provisions of the HUD Requirements, HUD shall be and remains entitled to enforce the HUD Requirements. Notwithstanding the foregoing, nothing herein limits the Agency's ability to enforce the terms of the Restrictive Covenants, provided such terms do not conflict with statutory provisions of the National Housing Act or the regulations related thereto. The Borrower represents and warrants that to the best of Borrower's knowledge the Restrictive Covenants impose no terms or requirements that conflict with the National Housing Act and related regulations. (d) In the event of foreclosure (or deed in lieu of foreclosure), the Restrictive Covenants (including without limitation, any and all land use covenants and/or restrictions contained herein) shall automatically terminate. (e) Borrower and the Agency acknowledge that Borrower's failure to comply with the covenants provided in the Restrictive Covenants does not and shall not serve as a basis for default under the HUD Requirements, unless a default also arises under the HUD Requirements. (f) Except for the Agency's reporting requirement, in enforcing the Restrictive Covenants the Agency will not file any claim against the Project, the Mortgage Loan proceeds, any reserve or deposit required by HUD in connection with the Security Instrument or HUD Regulatory Agreement, or the rents or other income from the property other than a claim against: i. Available surplus cash, if the Borrower is a for -profit entity; ii. Available distributions of surplus cash and residual receipts authorized for release by HUD, if the Borrower is a limited distribution entity; or Page 11 of 14 iii. Available residual receipts authorized by HUD, if the Borrower is a non-profit entity, or iv. INTENTIONALLY DELETED. (g) For so long as the Mortgage Loan is outstanding, Borrower and Agency shall not further amend the Restrictive Covenants, with the exception of clerical errors or administrative correction of non -substantive matters, without HUD's prior written consent. (h) Subject to the HUD Regulatory Agreement, the Agency may require the Borrower to indemnify and hold the Agency harmless from all loss, cost, damage and expense arising from any claim or proceeding instituted against Agency relating to the subordination and covenants set forth in the Restrictive Covenants, provided, however, that Borrower's obligation to indemnify and hold the Agency harmless shall be limited to available surplus cash and/or residual receipts of the Borrower. 1 I Page 12 of 14 BORROWER: PLATFORM 3750 II, LLC, a Florida limited liability company By: ACKNOWLEDGMENT STATE OF FLORIDA COUNTY OF MIAMI-DADE Print Name: Mara S. Mades Title: Vice President The foregoing instrument was acknow dged before me by means of al physical presence or O online notarization, this day o Lia , 2021 by Mara S. Mades as Vice President of Platform 3750 II, LLC. She is personally kngtivn to me or has produced identification. (NOTARY PUBLIC SEAL) ' ti it Pu••••, JACQUELINE SILVA i° Notary Public - State of Florida '•. ¢o` Commission # GG 202744 ' ov, ,.° My Comm. Expires Apr 2, 2022 F ' Bonded through National Notary Assn. as Signature of Person Taking Acknowledgment Jacqueline Silva JACQUELINE SILVA Notary Public - State of Florida Commission n GG 202744 , r. • My Comm. Expires Apr 2, 2022 Bonded through National Notary Assn. Page 13 of 14 ATTE City Cle Date: / APPROVED P FORM AND CO' C ►'1ESS• Vic Cit CITY: CITY OF MIAMI, a municipal corporation of the State of Florida By: Arthur ega City Manager Page 14 of 14 Exhibit I Signage Requirements Font size: 86 pt Francis Suarez Mayor Alex Diaz de la Portilla District 1 Ken Russell District 2 Joe Carollo District 3 Manolo Reyes District 4 Jeffrey Watson District 5 Arthur Noriega, V City Manager Building Better Neighborhoods Project Construction Cost: $ X,XXX,XXX City Contribution $ X,XXX,XXX This project is located in District X represented by City of Miami Commissioner INSERT NAME HERE 4' x 8' Pressure Sensitive 2 mil cast vinyl overmounted with 3 mill mylar and mounted to 1/2"mdo with varnished or painted back Font: Akzidenz Grotesk ■ Pantone Reflex Blue C 1 0 Pantone 117 C Pantone 871 C ■ Black Font size: 230 pt Font size: 314 pt Font size: 168 pt Font size: 192 pt Font size: 175 pt Font size: 165 pt Font size: 270 pt Exhibit J Insurance Requirements INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE - 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 lll. 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 City of Miami listed as an Obligee VI. Builders' Risk $ TBD 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. Schedule A 1. Bond Loan from the Housing Finance Authority of Miami -Dade County, Florida ("HFA") in the amount of $59,174,000 evidenced by a promissory note to the HFA and secured by a mortgage in favor of JLL Real Estate Capital, LLC, a Delaware limited liability company; and 2. Miami -Dade County ("County") Surtax funds in the amount of $8,000,000, evidenced by a Promissory Note and secured by a Leasehold Mortgage both from Borrower in favor of County. 233Vy CFN: 20210069292 BOOK 32317 PAGE 1 1 DATE:01/27/2021 03:52:18 PM HARVEY RUVIN, CLERK OF COURT, MIA -DAD: CTY Prepared by and After recording, return to: Victoria Mendez, Esq. City Attorney City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 Tel: (305) 416-1S00 Address: 3750 South Dixie. Highway, Miami, FL Note to Recorder: This mortgage is given to secure the. financing of housing under Part V of Chapter 420 of the Florida Statutes and is exempt from taxation pursuant to Section 420.513 Florida Statutes. MIAMI FOREVER BOND MORTGAGE AND SECURITY AGREEMENTFOR PLATFORM 3750 II, LLC THIS MIAMI FOREVER BOND MORTGAGE AND SECURITY AGREEMENT FOR PLATFORM 50 (hereinafter referred to as the "Mortgage"), is executed and delivered the 1 day of �; t , _021 by Platform 3750 II, LLC, a Florida limited liability company, whose ddr ss is 211 i ollywood Blvd, Hollywood, Florida 33020 (hereinafter referred to as the "Mortg cror ) in fa of the City of Miami, whose address is 444 S.W. 2"d Avenue, Miami, Florida 33130 (hereinafter called "the Mortgagee"). RECITALS WHEREAS, on September 27, 2019, the Mortgagee approved an allocation of Three Million Five Hundred Thousand and 00/100 Dollars ($3,500,000.00) in Miami Forever Bond ("Bond") funds for construction of a total of seventy-nine units; and WHEREAS, Mortgagor has delivered to Mortgagee that certain Promissory Note for The Platform 3750 II, LLC, of even date herewith, made by Mortgagor in favor of Mortgagee (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, and together with any and all renewals, replacements, extensions,modifications, substitutions, future advances and any other evidence of indebtedness evidenced by said Promissory Note) (the "Note"), which Noteevidences the indebtedness in the amount of Three Million Five Hundred Thousand and 00/100 Dollars ($3,500,000.00) in Miami Forever Bond funds which are restricted by certain other documents that are executed of even date herewith such as the Loan Agreement, Declaration of Restrictive Covenants, Disbursement Agreement, Rent Regulatory Agreement, and the Note (the "Loan"). NOW THEREFORE, in consideration of the making of the Loan by Mortgagee and the covenants, agreements, representations and warranties set forth in this Mortgage: WITNESSETH THAT: FOR GOOD AND VALUABLE CONSIDERATION, as set forth in the above recitals that are hereby incorporated by reference, the receipt and sufficiency of which are hereby acknowledged, and also in consideration of the aggregate sum named in the promissory note from the Mortgagor in favor of the Mortgagee, in the original principal amount of Three Million Five Hundred Thousand and 00/100 Dollars ($3,500,000.00) (hereinafter referred to as the "Note"), the Mortgagor does grant, bargain. sell, alien, remise, release, convey and confirm unto the Mortgagee, in leasehold interest, that certain tract of land which the Mortgagor is now seized and Page 1 of 14 CFN: 20210069292 BOOK 32317 PAGE 1452 possessed and in actual possession, situate in Miami -Dade County, State of Florida, located at 3750 South Dixie Highway, Miami, Florida, legally described as follows: SEE EXHIBIT "A" ATTACHED HERETO AND INCORPORATED HEREIN TOGETHER WITH all structures and improvements now and hereafter located thereon, the rents, issues and profits thereof, all furniture, furnishings; fixtures and equipment now located thereon, and also all gas and electric fixtures, heaters, air conditioning, equipment, machinery, motors, baths, tubs, sinks, water closets, faucets, pipes and other plumbing and heating fixtures, refrigerators, blinds, andother window treatments, which are now or may hereafter pertain to or be used with, in or on said premises, and which, even though they be detached or detachable, are and shall be deemed to be fixtures and accessions tothe freehold and a part of the realty, and all additions thereto and replacements thereof, which real property, improvements and personalty shall hereinafter collectively be referred to as the "Mortgage.d Property". TO HAVE AND TO HOLD the same, together with all tenements and hereditaments and appurtenances, unto the Mortgagee in leasehold estate, forever_ The Mortgagor does covenant with the Mortgagee that Mortgagor is indefeasibly seized of a leasehold estate the Mortgaged Property; that the Mortgagor has full power and lawful right to convey its leasehold estate. the Mortgaged Property as aforesaid; that the Mortgaged Property is free from all encumbrances except as specified on Exhibit "13" attached hereto and incorporated • herein; that the Mortgagor will make such fiirther assurances to perfect the fee simple title to the Mortgaged Property in the Mortgagee as may reasonably be required; and that the Mortgagor does hereby fully warrant the leasehold title to the Mortgaged Property, and will defend the sameagainst the lawful claims of all persons whomsoever. PROVIDED ALWAYS, that if the Mortgagor shall pay unto the Mortgagee or otherwise perform and fulfill its obligations with respect to the indebtedness and obligations evidenced by the Note, and shall perform,comply with and abide by each and every one of the stipulations, agreements, conditions andcovenants of the Note, this Mortgage, the Covenant, the Disbursement Agreement, the Rent Regulatory Agreement, and the Loan Agreement, dated same date herein the other loan documents by and between Mortgagee, as lender therein, and Mortgagor, as borrower therein (the "Agreement" or "Loan Agreement") and all other loan documents executed in connection herewith and therewith (hereinafter jointly referred to as "the Loan Documents"), then this Mortgage and the estate thereby created shall cease and benull and void. AND THE MORTGAGOR HEREBY COVENANTS AND AGREES AS FOLLOWS: I. PERFORMANCE OF NOTE AND MORTGAGE. The Mortgagor shall pay or otherwise fully perform its obligations with respect to the payment of all and singular the principal, interest and other sums of money payable by virtue of the Note and this Mortgage, or either, promptly on the days when the same severally become due and payable, and shall perform, comply with and abide by each and every of the stipulations, agreements, conditions and covenants set forth in the Note, this Mortgage and the Loan Documents. 2. TAXES AND OTHER CHARGES. The Mortgagor shall pay when due and payable and before any interest, charge or penalty is due thereon, without any deduction, defalcation or abatement, all taxes, assesstnents, levies, liabilities, obligations, encumbrances, water and sewer Page 2 of 14 CFN: 20210069292 BOOK 32317 PAGE 1453 rents and all other charges or claims of every nature and kind which may be imposed, suffered, placed, assessed, levied, or filed at any tune against this Mortgage, the Mortgaged Property or any part thereof or against the interest of the Mortgagee therein, or which by any present or future law may have priority over the indebtedness secured hereby either in lien or in distribution out of the proceeds of any judicial sale, without regard to any law heretofore or hereafter to be enacted imposing payment of the whole or of any part upon the Mortgagee; and insofar as any such tax, assessment, levy, liability, obligation or encumbrance is of record, the same shall be promptly satisfied and discharged of record and the original official document (such as, for instance, the tax receipt or the satisfaction paper officially endorsed or certified) shall be placed in the hands of the Mortgagee no later than such dates; provided, however, that if, pursuant to this Mortgage or otherwise, the Mortgagor shall have deposited with the Mortgagee before the due date thereof sums sufficient to pay any such taxes, assessments, levies, water and sewer rents, charges or claims, and the Mortgagor is not otherwise in default, they shall be paid by the Mortgagee; and provided fiirther, that if the Mortgagor in good faith and by appropriate legal action shall contest the validity of any such items or the amount thereof, and shall have established on its books or by deposit of cash with the Mortgagee, as the Mortgagee may elect, a reserve for the payment thereof in such amount as the Mortgagee may require, then the Mortgagor shall not be required to pay the item or to produce the required receipts: (a) while the reserve is maintained; and (b) so long as the contest operates to prevent collection, is maintained and prosecuted with diligence, and shall not have been terminated or discontinued adversely to the Mortgagor. The Mortgagor shall furnish the Mortgagee with annual receipted tax bills evidencing payment within ninety (90) days from their initial due date. 3. INSTALLMENTS FOR INSURANCE, TAXES AND OTHER CHARGES. Without limiting the effect of Paragraphs 2 or 5 hereof, the Mortgagee may require the Mortgagor to pay to the Mortgagee, monthly with the monthly installments ofprincipal and interest, an amount equal to one -twelfth (1/12) of the annual premiums for the insurance policies referred to hereinabove and the annual real estate taxes, water and sewer rents, any special assessments, charges or claims and any other item which at any time may be or become a lien upon the Mortgaged Property prior to the lien of this Mortgage; and on demand from time to time the Mortgagor shall pay to the Mortgagee any additional sums necessary to pay the premiums and other items, all as estimated by the Mortgagee. The amounts so paid shall be used in payment thereof if the Mortgagor is not otherwise in default hereunder. No amount so paid shall be deemed to be trust funds but may be commingled with general funds of the Mortgagee, and no interest shall be payable thereon. lf, pursuant to any provision ofthis Mortgage, the whole amount of the unpaid principal debt becomes due and payable, the Mortgagee shall have the right, at its election, to apply any amount so held against the entire indebtedness secured hereby. At the Mortgagee's option, the Mortgageefrom time to time may waive, and after any such waiver may reinstate, the provisions of this Paragraph requiring monthly payments. 4. ATTORNEYS' FEES AND COSTS. Subject to Paragraph 11, in the event litigation, arbitration, or mediation, between the Mortgagor and Mortgagee, arises out of the terms of this Mortgage, 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. 5. INSURANCE. The Mortgagor shall keep the buildings and improvements now or hereafter erected on the Mortgaged Property continuously insured under a policy or policies Page 3 of 14 CFN: 20210069292 BOOK 32317 PAGE 1454 providing coverage on an "all risk" basis, in a' sum not less than full insurable value or replacement cost valuation, including coverage for windstorm, hail, and flood insurance if applicable in a company or companies acceptable to the Mortgagee. Such policy shall also include coverage for Law and Ordinance and Loss of Rents with a maximum policy deductible on windstorm, hail and flood of 5%. In addition, the Mortgagor agrees to continuously maintain Coirirnercial General Liability with limits of $ 1,000,000 per occurrence, $2,000,000 policy aggregate protecting against bodily injury and property damage arising from claims involving premises and operations, products and completed operations, personal and advertising injury liability, and hired and non owned automobile exposures. In addition, the Mortgagor shall furnish Umbrella Liability coverage with limits of at least $2,000,000 per occurrence, $2,000,000 policy aggregate. The policy or policies of insurance contained herein shall list the Mortgagee as an additional insured on all third party liability policies and loss payee as to property, and be held by and be payable to the Mortgagee. In the event any sum of money becomes payable under such policy or policies, the Mortgagee shall have the option to receive and apply the same on account of the indebtedness secured by this Mortgage or to permit the Mortgagor to receive and use it, or any part thereof, for other purposes, without thereby waiving or impairing any equity lien or right under or by virtue of this Mortgage. In the event the Mortgagor fails to procure and maintain the insurance coverage required hereby, the Mortgagee may procure and pay for such insurance or any part thereof, without waiving or affecting its option to foreclose this Mortgage, or any right. thereunder. Each and every such payment made by the. Mortgagee shall be secured by this Mortgage; shall be due and payable on demand; and, shall bear interest from the date each such payment is made at the maximum rate permitted by law. Notwithstanding any provision contained herein, Mortgagee will not exercise its option to receive and apply the insurance funds to the indebtedness if there has not been an event of default under the Loan Documents and Mortgagor demonstrates there are sufficient funds to rebuild, repair or restore the improvements on the Mortgaged Property. 6. CARE OF THE MORTGAGED PROPERTY. The Mortgagor shall exercise reasonable care in the maintenance of the Mortgaged Property, and shall not permit, commit or suffer any waste, impairment or deterioration of the Mortgaged Property or any part thereof. In the event the Mortgagor fails to keep the Mortgaged Property in good repair, the Mortgagee may make such repairs as it may deem necessary in its sole discretion for the proper preservation thereof, and the fill amount of each such payment shall be due and payable with interest at the maximum rate permitted by law on demand, and shall be secured by the lien of this Mortgage. 7. EXISTING/OTHER MORTGAGES AND OBLIGATIONS. Any default in the payment or terms and conditions of any existing or other mortgage(s), or any modification of, and/or acceptance of future advances from, any existing or other mortgage(s), other than in connection with the Permitted Senior Financing, without the notice and prior written approval of the City shall constitute a default hereunder and the Mortgagee, at its option, may declare all sums due and payable andaccelerate the entire indebtedness. The Mortgagee may, at its option, and without waiving its right to accelerate the indebtedness hereby secured and to foreclose the same, pay either before or after delinquency any or all of those certain obligations required by the terms hereof to be paid by the Mortgagor for the protection of the Mortgage security or for the collection of the indebtedness hereby secured. All sums so advanced or paid by Mortgagee shall be charged into the mortgage account, and every payment so made shall bear interest from the date thereof at thedelinquent rate specified in said Mortgage Note, and become an integral part thereof subject in all respects to the terms, conditions Page 4 of 14 CFN: 20210069292 BOOK 32317 PAGE 1455 and covenants of the aforesaid Promissory Note, and this Mortgage, as fully and to the same extent as though a part of the original indebtedness evidenced by said Note and secured by this Mortgage, excepting however, that said sums shall berepaid to the Mortgagee within fifteen (15.) days after demand by the Mortgagee to the Mortgagor for said payment. 8. INSPECTION. The Mortgagee, and any persons authorized by the Mortgagee, shall have the right at any time, upon reasonable notice to the Mortgagor, to enter the Mortgaged Property at a reasonable hour to inspect and photograph its condition and state of repair. 9. ACCELERATION OF MATURITY. That (a) in the event of any breach of this Mortgage, or default on the part of the Mortgagor which continues beyond any applicable cure period as set forth in the Loan Agreement; or (b) in the event any of said sums of money herein referred to be not promptly and fully paid within fifteen (15) days next after the same severally become due and payable, without demand or notice; or (c) in the event each and every stipulation, agreement, condition and covenants of the Agreement, the Note, this Mortgage, or any of the Loan Documents, are not duly, promptly and fully performed, discharged, executed, effected, completed, complied with and abided by, subject to any applicable notice and cure period as may be provided in the Agreement; or (d) in the event the Mortgagor shall fail, within five (5) days written notice by the Mortgagee to execute a Mortgagor's certificate in favor of any assignee or prospective assignee of the Mortgagee's interest hereunder which certificate shall contain such acknowledgments, affirmations, and covenants as may be reasonably required to enable the Mortgagee to assign their interest hereunder; or (e) upon the rendering by any court of last resort of a decision that an undertaking by the Mortgagor as herein provided to pay taxes, assessments, levies liabilities, obligations and encumbrances is legally inoperative or cannot be enforced; or (f) in the event of the passage of any law changing in any way or respect the laws now in force for the taxation of mortgages or debts secured thereby, or the manner of collection of any such taxes, so as to affect this Mortgage or the debt secured hereby; or (g) in the event there exists an event of default under and pursuant to the terms of any other obligation of any kind or nature whatsoever of the Mortgagor to the Mortgagee, direct or contingent, whether now existing or hereafter due, existing, created or arising, then in either or any such event, the said aggregate sum mentioned in said Note then remaining unpaid, with interest accrued, and all other fees and charges due in connection therewith, and all monies secured hereby shall become due and payable forthwith, or thereafter, at the option of the Mortgagee or successor mortgagee hereof, as fully and completely as if all of the sums of money were originally stipulated to be paid on such day, anything in the Note and/or in this Mortgage to the contrary notwithstanding; and thereupon or thereafter, at the option of the Mortgagee or successor mortgagee hereof, without notice or demand, suit at law or in equity, therefore, or thereafter begun, may be prosecuted as if all money secured hereby had matured prior to its institution. 10. NO ADDITIONAL FINANCING. The Mortgagor hereby covenants and agrees that Mortgagor shall not procure any other financing in connection with the Mortgaged Property without the prior written consent of the Mortgageeother than financings disclosed to the Mortgagee in writing as of the date hereof 11. DEFENSE OF MORTGAGED PROPERTY AND MORTGAGE. If any action or proceeding shall be commenced by any person other than the Mortgagee, and the Mortgagee is made a party, or in which it shall become necessary for the Mortgagee to defend or take action to uphold or defend the lien of this Mortgage, all sums paid or incurred by the Mortgagee for the expense of any litigation, including court costs and reasonable attorneys' fees incurred in any trial, Page 5 of 14 CFN: 20210069292 BOOK 32317 PAGE 1456 appellate, and bankruptcy proceedings, to prosecute or defend the rights and liens created by this Mortgage shall be paid by the Mortgagor, together with interest thereon at the maximum rate permitted by law from the date thereof, and any such sum and interest thereon shall be a claim upon the Mortgaged Property, attaching or accruing subsequent to the lien of this Mortgage, and shall be secured by the lien of this Mortgage. 12. CONDEMNATION. In the event the Mortgaged Property or any part thereof shall be condemned under the power of eminent domain, the Mortgagee shall have the right to demand that all damages awarded for such taking be paid to the Mortgagee and shall be entitled to receive same, up to the aggregate amount then remaining unpaid on the Note and this Mortgage, and any such sums shall be applied to thepayments last payable thereof. 13. SUBROGATION. To the extent of the indebtedness of the Mortgagor to the Mortgagee as described in the Note, the Mortgagee shall be subrogated to the lien and the rights of the owners and holders of each and every mortgage, lien or other encumbrance on the Mortgaged Property which is paid or satisfied, in whole or in part, out of the proceeds of the Note. The respective liens of such mortgages, liens or other encumbrances shall be and are hereby security for the Note, as if they had been regularly assigned, transferred, and delivered unto the Mortgagee, notwithstanding the fact that the same may be set aside and canceled of record. It is the intention of the parties hereto that the prior mortgages, liens or other encumbrances will be satisfied and canceled of record by the holders thereof at or about the time of the recording of this Mortgage. 14. APPOINTMENT OF RECEIVER. At any time while a suit is pending to foreclose or to reform this Mortgage or to enforce any claims arising hereunder, the Mortgagee may apply to a court of appropriate jurisdiction for the appointment of a Receiver, and such court shall forthwith appoint a Receiver of the Mortgaged Property, including all and singular the income, profits, rents, issues and revenues from whatever source derived. The Receiver shall haveall the broad and effective functions and powers in anywise entrusted by a court to a Receiver, and such appointment shall be made by such court as an admitted equity and as a matter of abso lute right to the Mortgagee without reference to the adequacy or inadequacy of the value of the Mortgaged Property, or to the solvency or insolvency of the Mortgagor or the Defendants. All income, profits, rents, issues and revenues collected by the Receiver shall be applied by such Receiver according to the lien of this Mortgage, and the practice of such court. 15. NO TRANSFER OF MORTGAGED PROPERTY. It is expressly agreed that should the Mortgagor convey title to the Mortgaged Property, except as may be set forth in the Loan Agreement, or any legal or equitable interest therein, to any person, firm or corporation or shall permit or create any further encumbrances upon the Mortgaged Property without the prior written approval of the Mortgagee to such conveyance or encumbrance, all sums outstanding under the Note and secured by this Mortgage shall become immediately due and payable, at the option of the Mortgagee. 16. LEASES AFFECTING MORTGAGED PROPERTY. The Mortgagor shall comply with and observe its obligations as landlord under all leases affecting the Mortgaged Property or any part thereof. Upon request, the Mortgagor shall furnish promptly to the Mortgagee executed copies of all such leases now existing or hereafter created. The Mortgagor shall not accept payment of rent more than one (1) month in advance without the prior written consent of the Mortgagee. Nothing contained in this Section or elsewhere in this Mortgage shall be construed to make the Mortgagee a mortgagee in possession unless and until the Mortgagee actually takes Page 6 of 14 CFN: 20210069292 BOOK 32317 PAGE 1457 possession of the Mortgaged Property either in person or through an agent or receiver. To the extent not provided by applicable law, each lease of the Mortgaged Property, shall provide that, in the event of the enforcement by the Mortga$ee of the remedies provided for by law or by this Mortgage, the lessee thereunder will, if requested by the Mortgagee or by any person succeeding to the interest of the Mortgagee as the result of said enforcement, automatically become the lessee of any such successor in interest, without any change in the terms or other provisions of the respective lease; provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease not in excess of an amount equal to one (1) month's rental, or (ii) any amendment or modification in the lease made without the consent of the Mortgagee or any successor in interest. Each lease shall also provide that, upon request by said successor in interest, the lessee shall execute and deliver an instrument or instruments confirming its attornment. 17. ASSIGNMENT OF RENTS, ISSUES AND PROFITS. The Mortgagor does hereby bargain, sell, transfer, assign, convey, set over and deliver unto the Mortgagee, as security for the payment and performance of all the terms and conditions ofthe Note and this Mortgage, and any and all amendments, extensions and renewals thereof, all Leases affecting the Mortgaged Property or any part thereof now existing or which may be executedat any time in the future during the life of this Mortgage, and all amendments, extensions and renewals. of said leases and any of them, and all rents and other income which may now or hereafter be or become due or owing under the Leases, and any of them, on accountof the use of the Mortgaged Property, it being intended hereby to establish a complete transfer of the leases hereby assigned and all the rents and other income arising thereunder and on account of the use of the Mortgaged Property unto the Mortgagee, with the right, but without the obligation, to collect all of said rents and other income which may become due during the life of the Note and this Mortgage. The Mortgagor agrees to deposit with the Mortgagee upon demand such leases as may from time to time be designated by the Mortgagee. Although it is the intention of the parties that this shall be a present assignment, it is expressly understood and agreed, anything herein contained to the contrary notwithstanding, that the Mortgagee shall not exercise any of the rights or powers herein conferred upon it until a default shall occur under the terms and provisions of the Note and this Mortgage, but upon the occurrence of any default the Mortgagee shall be entitled, upon notice to the tenants, to all rents and other amounts then due under the leases and thereafter accruing, and this Mortgage shall constitute a direction to and full authority to the tenants, lessees or other occupants ofthe premises (hereinafter collectively referred to as the "Tenants") to pay all said amounts to the Mortgagee without proof of the default relied upon. The Tenants are hereby irrevocably authorized to rely upon and comply with any notice or demand by the Mortgagee for the payment to the Mortgagee of any rental or other sums which may be or thereafter become due under the leases, or for the performance of any of the Tenants undertakings under the leases and shall have no right or duty to inquire as to whether any default. under this Mortgage has actually occurred or is then existing. 18. MORTGAGE CONSTITUTES SECURITY AGREEMENT. This Mortgage also constitutes a security agreement as defined under the Uniform Commercial Code. The Mortgagor hereby grants to the Mortgagee a security interest in and to all furniture, furnishings, equipment, machinery, and personal property of every nature whatsoever now owned or hereafter acquired by the Mortgagor located upon the Mortgaged Property together with all proceeds therefrom and as further described in an exhibit to the Security Agreement of even date herewith, if any. The Mortgagor shall execute any and all documents as the Mortgagee may request, including, without Page 7 of 14 CFN: 20210069292 BOOK 32317 PAGE 1458 limitation, financing statements pursuant to the Uniform Commercial Code as adopted by the State of Florida, to preserve and maintain the priority of the lien created hereby on property which may be deemed personal property or fixtures. The Mortgagor hereby authorizes and empowers the Mortgagee to execute and file on behalf of the Mortgagor all financing statements and refiling and continuations thereof as the Mortgagee deems necessary or advisable to create, preserve or protect said lien. The Mortgagor and Mortgagee expressly agree that the filing of a financing statement shall never be construed as in anywise derogating from or impairing the express declaration and intention of the parties hereto that all such personality located on or utilized in connection with the real property encumbered by this Mortgage shall at all times and for all purposes, in all proceedings both legal and equitable, be deemed a part of the real property encumbered by this Mortgage. 19. CARE OF PROPERTY. (a) The Mortgagor shall preserve and maintain the Mortgaged Property in good condition and repair. Except for: (i) repairs or replacements for ordinary wear and tear or in the ordinary course of management of the Mortgaged Property; (ii) tenant or similar improvements and upgrades; and (iii) repairs, replacements, or other restorations in the event of a casualty or condemnation that are performed in accordance with the Loan Agreement, the Mortgagor shall not remove, demolish, alter or change the use of any building, structure or other improvement presently or hereafter on the Land constituting any part of the Mortgaged Property without the prior written consent of the Mortgagee. The Mortgagor shall not permit, commit or suffer any waste, impairment or deterioration of the Mortgaged Property or of any part thereof, and will not take any action which will increase the risk of fire or other hazard to the Mortgaged Property or to any part thereof. (b) Except as otherwise provided in this Mortgage, no fixture, personal property or other part of the Mortgaged Property shall be removed, demolished or altered, without the prior written consent of the Mortgagee. The Mortgagor may sell or otherwisedispose of, free from the lien of this Mortgage. furniture, furnishings, equipment, tools, appliances, machinery, fixtures or appurtenances, subject to the lien hereof, which may become worn out, undesirable or obsolete, only if they are replaced immediately with similar items of at least equal value which shall, without further action, become subject to the lien of this Mortgage. 20. MORTGAGE SECURES INDEBTEDNESS. It is expressly agreed and understood that this Mortgage secures the indebtedness and the obligation of the Mortgagor to the Mortgagee with respect to the Note, as the same is evidenced by the Note, and all renewals, extensions and modifications thereof. This Mortgage shallnot be deemed released, discharged or satisfied until the entire indebtedness evidenced by the Note is paid in full. 21. MORTGAGEE'S REMEDIES CUMULATIVE. The Mortgagor agrees that all rights of the Mortgagee hereunder shall be separate, distinct, and cumulative, and that none shall be in exclusion of the other, and that no act of the Mortgagee shall be construed as an election to proceed under any provision of covenant herein to the exclusion of any other, notwithstanding anything herein to the contrary. 22. FUTURE ADVANCES. Pursuantto the laws of the State of Florida, this Mortgage shall secure not only the existing indebtedness evidenced by the Note, but also such future advances as may be made by the Mortgagee to the Mortgagor in accordance with the Note, this Mortgage, or any other Loan Document executed in connection herewith, whether or not such advances are Page 8 of 14 CFN: 20210069292 BOOK 32317 PAGE 1459 obligatory or are to be made at the option of the Mortgagee, or otherwise, and as are made within twenty (20) years from the date hereof, to the same extent as if such future advances were made on the date of the execution of this Mortgage. The total amountof indebtedness that may be so secured may decrease or increase from time to time, but the total unpaid balance so secured at one time shall not exceed two times the face amount of the Note, plus interest thereon, and any disbursements made for the payment of taxes, levies or insurance on the Mortgaged Property with interest on such disbursements at the rate designated in the Note to apply following a default thereunder. 23.. INDEMNIFICATION. The Mortgagor hereby protects, indemnifies, defends, and saves harmless the Mortgagee, its officers, directors, agents and employees, from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including without limitation, reasonable attorneys' fees and expenses) imposed upon, incurred by or asserted against the Mortgagee or any of such persons by reason of(a) ownership of any interest in the Mortgaged Property or any part thereof, (b) any accident, injury to or death of persons or loss of or damage to property occurring on or about the Mortgaged Property or any part thereof or the adjoining sidewalks, curbs, vaults and vault space, if any, streets or ways, (c) any use, disuse or condition of the Mortgaged Property or any part thereof, or the adjoining sidewalks, curbs, vaults and vault space, if any, or any streets or ways, (d) any failure on the partof the Mortgagor to perform or comply with any of the terms hereof or of any of the Loan documents executed in connection herewith, or any inaccuracy in any representation or warranty made by the Mortgagor herein or in any of the Loan Documents executed in connection herewith, (e) any necessity to defend any of the right, title or interest conveyed by this Mortgage, (f) the performance of any labor or services or the furnishing of any materials or other property in respect of the Mortgaged Property or any part thereof, (g) any subsidence or erosion of any part of the surface of the Mortgaged Property; including any shoreline or any bank of any river, stream, creek, lake, ocean or other water source, or (h) the location or existence of asbestos or any toxic or hazardous waste, chemicals, materials or substance on, at, in or under the Mortgaged Property or any part thereof. If any action, suit or proceeding is brought against the Mortgagee, or any of its officers, directors, agents or employees, for any such reason, the Mortgagor, upon the request of such party, will, at the Mortgagor's expense, cause such action, suit or proceeding to be resisted and defended by counsel satisfactory to the Mortgagee or such person. Any amounts payable to an indemnified party under this Section which are not paid within ten (10) days after written demand therefor shall bear interest at the default rate of interest provided in the Note from the date of such demand, and such amounts, together with such interest, shall be indebtedness secured by this Mortgage. The obligations of the Mortgagor under this Section shall survive. any defeasance of the Mortgage. 24. HAZARDOUS MATERIALS. The Mortgagor agrees that it will not use, generate, store or dispose of Hazardous Materials on the Mortgaged Property. For purposes hereof, "hazardous materials" include (but are not limited to) materials defined as "hazardous waste" under the Federal Resource Conservation and Recovery Act and similar state laws, or as "hazardous substances" under the Federal Comprehensive Environmental Response, Compensation and Liability Act and similar state laws. Hazardous materials include (but are not limited to) solid, semi -solid, Iiquid or gaseous substances that are toxic, ignitable, corrosive, carcinogenic or otherwise dangerous to human, plant or animal health and well being. Examples of hazardous waste include paints, solvents, chemicals, petroleum products, batteries, transformers, and other discarded man-made materials with hazardous characteristics. The Mortgagee shall have all remedies at law and equity for failure of the Mortgagor to carry out the foregoing obligation, including but not limited to Page 9of14 CFN: 20210069292 BOOK 32317 PAGE 1460 specific performance, damages, reasonable attorneys' fees and court costs. This provision shall survive payment of the Note and termination of this Mortgage. 25. REPRESENTATIONS AND WARRANTIES. In order to induce the Mortgagee to make the Loan evidenced by the Note, the Mortgagor represents and warrants that: (a) there are no actions, suits or proceedings pending or threatened against or affecting the Mortgagor or any portion of the Mortgaged Property, or involving the validity or enforceability of this Mortgage or the priority of its lien, before any court of law or equity or any tribunal, administrative board or governmental authority, and the Mortgagor is not in default under any other indebtedness or with respect to any order, writ, injunction, decree, judgment or demand of any court or any governmental authority; (b) the execution and delivery of the Note, this Mortgage and all other Loan Documents do not and shall not (i) violate any provisions of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to the Mortgagor or any other person executing the Note, this Mortgage or other Loan Documents, nor (ii) result in a breach of, or constitute a default under, any indenture, bond, mortgage, lease, instrument, credit agreement, undertaking, contract or other agreement to which the Mortgagor or such other person is a party or by which either or both of them or their respective properties may be bound or affected; (c) the Note, this Mortgage and all other Loan Documents constitute valid and binding obligations of the Mortgagor and any other person executing the same, enforceable against the Mortgagor and such other person(s) in accordance with their respective terms; (d) there is no fact that the Mortgagor and any guarantor(s) of the Loan have not disclosed to the Mortgagee in writing that could materially adversely affect their respective properties, business or financial conditions or the Mortgage Property or any other collateral for the Loan; (e) the Mortgagor and any guarantor(s) of the Loan have duly obtained all permits, licenses, approvals and consents from, and made all filings with, any governmental authority (and the same have not lapsed nor been rescinded or revoked) which are necessary in connection with the execution and delivery of this Mortgage and any other Loan Document, the making of the Loan, the performance of their respective obligations under any Loan Document, or the enforcement of any Loan Document; and that all such representations and warranties shall survive the closing of the Loan and any bankruptcy proceedings. 26. SEVERABILITY OF INVALID PROVISIONS. In the event any provision of the Note and or this Mortgage should be held unconstitutional, illegal or unenforceable for any reason, such provision shall not affect, alter, or otherwise impair any other provision of the Note and or this Mortgage. 27. NO WAIVER. It is expressly agreed and understood that a waiver by the Mortgagee of any right or rights conferred to it hereunder with regard to any one transaction or occurrence shall not be deemed a waiver of such right or rights to any subsequent transaction or occurrence. It is further agreed that any forbearance or delay by the Mortgagee in the enforcement of any right or remedy hereunder shall not constitute or be deemed a waiver of such right pr remedy. 28. GOVERNING LAW AND VENUE. This Mortgage 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 Mortgage 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. 1'he parties both waive any defense that venue in Miami -Dade County is not convenient. Page 10 of 14 CFN: 20210069292 BOOK 32317 PAGE 1461 29. HEADINGS. The headings of the articles, sections, paragraphs and subdivisions of this Mortgage are for convenience and ease of reference only, and are not to be considered a part hereof, and shall not limit or otherwise affect any of the terms or provisions hereof. 30. GENDER AND NUMBER. In this Mortgage and the Note it secures, the singular shall include the plural and the masculine shall include the feminine and neuter. 31. PARTIES BOUND; NO ORAL MODIFICATIONS. Each and every of the terms, covenants and conditions contained herein shall be binding upon the parties hereto and their successors, heirs, assigns and devisee. This Mortgage is not subject to modification other than by a written document or instrument executed by the party or parties to be charged with such modification. 32. CAPITALIZED TERMS. All capitalized terms not defined herein shall have the meanings provided in the Loan Agreement and the Exhibits thereto. 33. WAIVER OF TRIAL BY JURY. THE MORTGAGOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS MORTGAGE, OR ANY OF THE LOAN DOCUMENTS OR THE FINANCING CONTEMPLATED HEREBY, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR THE ACTIONS OF ANY PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE MORTGAGEE EXTENDING THE LOAN SECURED BY THIS MORTGAGE. [SIGNATURE PAGE FOLLOWS] Page 11 of 14 CFN: 20210069292 BOOK 32317 PAGE 1462 IN WITNESS WHEREOF, the Mortgagor has hereunto set its hand and seal the day and year first above written. WITNESSES: Print Name: r • 1 = f. (, ' f k2•1- Y i 17 l/ ArkName:(..1,s:.s, PROJECT SPONSOR'S ADDRESS: 2100 Hollywood Blvd Hollywood, FL 33020 STATE OF FLORIDA } COUNTY OF MIAMI-DADE } SS: MORTGAGOR: Platform 3750 II, LLC, a Florida limited liability company By: Print Name: Mara S. Mades Title: Vice President Date: I /.4l2_?2 ACKNOWLEDGMENT The foregoing instrument was ac owledged before me by means of IhysicaI, presence or ❑ online notarization this —7 day of :141Gl � , 2021 by Mara S. Mades, as Vice President of Platform 3750 II, LLC, a Florida limited liability co/npanv, on behalf of the company, who is personally known to me or has produced _ as identific tioi j Nwillirdilriimwm-abwiawall.".alhal. AI:i'PG%•. JACQUELINE SILVA 0 r°; � Notary Public - State of Florida '• p�- Commission # GG 202744 4 '•Tor r�°°rMy Comm. Expires Apr 2, 2022 Bonded through National Notary Assn. .�" Print Name: Jaccluefirww sphr Notary Public, State of Florida at large Page 12 of 14 CFN: 20210069292 BOOK 32317 PAGE 1463 EXHIBIT "A" TRACT A, OF SIMBER SUBDIVISION, ACCORDING TO THE PLAT THEREOF, RECORDED IN PLAT BOOK 64, PAGE 31, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA. AND LOTS I THROUGH 4, INCLUSIVE, OF PERCIVAL PLAT REVISED, ACCORDING TO THE PLAT" !'HEREOF RECORDED IN PLAT BOOK 1, PAGE 140, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, LESS AND EXCEPT THAT PORTION OF SAID LOT 1 CONVEYED TO THE CITY OF'MIAMI, A MUNICIPAL. CORPORATION BY THAT CERTAIN DEED RECORDED IN DEED BOOK 3615, PAGE 319 AND DEED BOOK 3388, PAGE 338, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF LOT 1, PERCIVAL- AND SANFORD REVISED,_ ACCORDING '1'O THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 1, AT PAGE 140, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY,FLORIDA; RUN THENCE WEST ALONG THE SOUTH LINE OF SAID LOT 1 FOR A DISTANCE OF TWF.NTY (20) FEET TO A POINT; 'THENCE RUN NORTH ALONG A LINE PARALLEL WITH AND TWENTY (20) FEET WEST OF THE EAST LINE OF SAID LOT 1, FOR A DISTANCE OF SIXTY (60) FEET, MORE OR LESS, TO THE WALL OF AN EXISTING BUILDING; THENCE RUN SOUTH. ALONG THE EAST LINE OF SAID LOT 1 FOR A DISTANCE OF SIXTY (60) FEET, MORE OR LESS, TO THE SOUTHEAST CORNER OF SAID LOT 1, WHICH IS THE POINT OF BEGINNING. FURTHER LESS AND EXCEPT THAT CERTAIN PROPERTY SET FORTH AND FURTHER DESCRIBED IN THE COUNTY DEED RECORDED IN OFFICIAL RECORDS BOOK 32037, PAGE 2116, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA. FURTHER LESS AND EXCEPT ANY PORTION OF THE ABOVE PARCELS LYING WITHIN A RIGHT-OF- WAY. ALSO KNOWN AS A PORTION OF LOT 1 OF PERCIVAL PLAT REVISED, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 1 AT PAGE 140 OF THE PUBLIC RECORDS OF MIAMI-DADE. COUNTY, FLORIDA; AND TRACT A OF SIMBER SUBDIVISION, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 64 AT PAGE 31 OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA OF BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE.. AT THE SOUTHEAST CORNER OF LOT 1 OF PERCIVAL PLAT REVISED PLAT BOOK I, PAGE 140; THENCE, S89°49'30"W 46.77 FEET; THENCE S02°02'29"W 5.00 FEET TO THE POINT OF BEGINNING; THENCE S89°49'30"W 204.64 FEET ALONG THE NORTH RIGHT OF WAY LINE OF DAY AVENUE TO A SW CORNER OF LOT 4 OF PERCIVAL PLAT REVISED, ACCORDING TO THE PLAT THEREOF_, AS RECORDED IN PLAT BOOK I AT PAGE 140 OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA ; THENCE N01°00'12"W 114.00 FEET ALONG THE WEST LINE OF SAID LOT 4; THENCE S89°49'30"W 40.00 FEET ALONG THE NORTH LINE OF LOT 5 OF PERCIVAL PLAT REVISED, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 1 AT PAGE 140 OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA'1'0 SW CORNER TRACT A OF SIMBER SUBDIVISION, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 64 AT PAGE 31 OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; THENCE NOO°54145"W 144.82 FEET TO A POINT ON THE SOUTHERLY RIGHT OF WAY LINE OF SOUTH DIX1E HIGHWAY (U.S.1), ALSO BEING A POINT OF CURVATURE OF A NON -TANGENTIAL CIRCULAR CURVE TO WHICH SAID POINT BEARS S34°50'Ol "E; THENCE 226.40 FEET NORTHEASTERLY ALONG THE SOUTHEASTERLY RIGHT OF WAY LINE OF SOUTH DIXIE HIGHWAY (U.S.1) ALSO BEING THE ARC OF A 1188.78 FOOT RADIUS CURVE CONCAVE #I9129641-v1 11944-0051 Legal Description - Platform 3750 CFN: 20210069292 BOOK 32317 PAGE 1464 TO THE NORTHWEST AND THROUGH A CENTRAL ANGLE OF 10°54'43" TO THE NW CORNER OF TRACT A; THENCE S78°23'11 "E 97.59 FEET; THENCE S00°54'45"E 270.60 FE;E 1' ALONG THE WEST RIGHT OF WAY LINE OF SW 37TH/ AVENUE (DOUGLAS ROAD); THENCE SOl°00'12"E 88.64 FEET TO A POINT ON A TANGENT CIRCULAR CURVE CONCAVE TO THE NORTHWEST HAVING A RADIUS OF 25.00 FEET; THENCE 39.63 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGEL OF 90°49'42" TO THE POINT OF BEGINNING. ALL LANDS DESCRIBED BASED ON AN ASSUMED BEARING OF N89°49'30"E ALONG THE CENTERLINE OF DAY AVENUE, LYING AND BEING IN MIAMI-DADE COUNTY, FLORIDA. t19129641-v1 11944-0051 Legal Description -Platform 3750 g-:;S L/(1 CFN: 20210069292 BOOK 32317 PAGE 1465 EXHIBIT B Permitted Encumbrances on the Mortgaged Property All permitted encumbrances on the Property are described in Title Insurance Commitment No. 19115328 issued by Old Republic Nation[ Title Insurance Company, effective as of October 28, 2020 at 8:00 a.m. Page 14 of 14 �33ti� PROMISSORY NOTE (MIAMI FOREVER BOND FUNDS) FOR PLATFORM 3750 II, LLC Miami, Florida $3,500,000.00-cw,,,c- fly 2021 FOR VALUE RECEIVED the undersigned, PLATFORM 3750 II, LLC, a Florida limited liability company (hereinafter referred to as the "Maker") at 2100 Hollywood Blvd, Hollywood, FL 33020, promises to pay to the order of the CITY OF MIAMI (hereinafter referred to as the "Lender"), at 444 S.W. 2nd Avenue, Miami, Florida 33130, or such other location or address as the Lender may direct from time to time, the principal sum of Three Million Five Hundred Thousand and 00/100 Dollars ($3,500,000.00), together with interest thereon on funds outstanding as indicated on Attachment 1 hereto. This Promissory Note evidences a Loan from the Lender to the Maker for construction costs for Platform 3750, a rental Project, as described more fully in that certain Miami Forever Bond ("Bond") Loan Agreement between the Maker and the Lender of even date herewith (the "Loan Agreement"). All capitalized terms not defined herein shall have the meanings provided in the Loan Agreement and the Exhibits thereto. This Promissory Note is secured by that certain Leasehold Mortgage and Security Agreement (the "Mortgage") and the other Loan Documents of even date herewith executed in favor of the Lender, relating to real property located at 3750 South Dixie Highway, Miami, FL 33133 (the "Property"). All sums advanced hereunder together with accrued interest thereon and all other sums due hereunder shall become immediately due and payable, without notice or demand, upon the occurrence of any one or more of the following Events of Default, subject to any applicable cure period as provided in the Loan Documents: (a) the Maker's failure to promptly pay in full any payment of principal or interest due under this Promissory Note; (b) the Maker's failure to pay any insurance premium when due; (c) the dissolution, termination of existence, insolvency of, business failure, appointment of a receiver for any part of the property or assignment for the benefit of creditors by, or the commencement of any proceedings under any bankruptcy or insolvency Jaws, by or against any maker or guarantor hereof which shall continue beyond any applicable cure period set forth in the Loan Agreement; (d) any uncured breach, following the giving of notice of breach and the expiration of any applicable cure period(s), by the Maker of any of the terms, covenants or conditions set forth in the Loan Agreement, the Mortgage, the Declaration of Restrictive Covenants, or any of the other Loan Documents executed in connection therewith, or any other instrument, document or agreement which secures, collateralizes or otherwise pertains to the Loan evidenced by this Promissory Note; or (e) upon the occurrence of an Event of Default as provided in the Loan Agreement. Upon the occurrence of any of the foregoing events, and in addition to any other remedies provided in the Loan Agreement, the amount of the Bond Funds disbursed, together with interest accrued thereon at the rate provided herein, and all unpaid fees, charges and other obligations of the Maker due under any of the Loan Documents, shall, at Lender's option, be immediately due and payable. Any property of any maker or guarantor hereof now or hereafter in the possession of the Lender, may at all times be held and treated as collateral and security for the payment of this Promissory Note and all other indebtedness or liability, direct or indirect, joint or several, absolute or contingent, now existing or hereafter created, acquired or contracted, of the Maker to the Lender. Page 1 of 5 The Lender may apply or set-off any funds or other sums against said liabilities at any time in the case of the Maker(s), but only with respect to matured liabilities in the case of guarantors. No delay or omission on the part of the Lender in the exercise of any right hereunder shall operate as a waiver of such right or of any other right under this Promissory Note. A waiver by the Lender of any right or remedy conferred to it hereunder on any one occasion shall not be construed as a bar to, or waiver of, any such right and/or remedy as to any future occasion. The Maker agrees that in the event each and every of the terms and conditions of this Promissory Note or any instrument which secures or collateralizes the payment of the sums hereunder is not duly performed, complied with, or abided by, subject to applicable notice and cure period(s) set forth in the Loan Agreement, the whole of said indebtedness then outstanding shall thereupon, at the option of the Lender, become immediately due and payable, as provided in the Loan Agreement. If this Promissory Note becomes in default and is placed in the hands of an attorney for collection, then Maker and Lender shall each bear its own respective costs, expenses, and attorney's fees. The indebtedness evidenced by this Promissory Note is and shall be subordinate in right of payment to the prior payment in full of the indebtedness evidenced by (i) the Promissory Note the original principal amount of $59,174,000 to be issued by Maker and payable to the Housing Finance Authority of Miami -Dade County, Florida, and together with its successors and assigns, including without limitation, The Bank of New York Mellon Trust Company, N.A., (the "Senior Lender"); to the extent and in the manner provided in that certain Mortgage Subordination Agreement dated on or about the date hereof, between the Senior Lender and the Maker (collectively, the "Subordination Agreement"), (ii) Miami -Dade County ("County") Surtax funds in the original principal amount of $8,000,000, evidenced by a Promissory Note and secured by a Leasehold Mortgage both from Maker in favor of the County. The Mortgage and other documents securing this Promissory Note are and shall be subject and subordinate in all respects to the liens, terms, covenants and conditions as more fully set forth in the Subordination Agreement, if any. The rights and remedies of the lender and each subsequent holder of this Promissory Note under the Mortgage securing this Promissory Note are subject to the restrictions and limitations set forth in the Subordination Agreement. Each subsequent holder of this Promissory Note shall be deemed, by virtue of such holder's acquisition of this Promissory Note, to have agreed to perform and observe all of the terms, covenants and conditions to be performed or observed by the Subordinate Lender under the Subordination Agreement. The Maker and all persons now or hereafter becoming obligated or liable for the payment hereof, do jointly and severally waive demand, notice of non-payment, protest, notice of dishonor and presentment. The Maker does not intend or expect to pay, nor does the Lender intend or expect to charge, collect or accept, any interest greater than the highest legal rate of interest which may be charged under any applicable law. Should the acceleration hereof or any charges made hereunder result in the computation or earning of interest in excess of such legal rate, any and all such excess shall be and the same is hereby waived by the Lender, and any such excess shall be credited by the Lender to the balance hereof Each Maker, endorser, or any other person, firm or corporation now or hereafter becoming liable for the payment of the Loan evidenced by this Promissory Note, hereby consents to any renewals, extensions, modifications, releases of security or any indulgence shown to or any Page 2 of 5 dealings between the Lender and any party now or hereafter obligated hereunder, without notice, and jointly and severally agree that they shall remain liable hereunder notwithstanding any such renewals, extensions, modifications or indulgences, until the debt evidenced hereby is fully paid. The Maker agrees to pay a late charge equal to ten percent (10.0%) of each payment of principal and/or interest which is not paid within five (5) days of the date on which it is due. In the event that any payment is returned on account of insufficient or uncollected funds, the Maker shall additionally be liable for a return check charge of five percent (5.0%) of the amount of the check and Lender may require that all future payments be made by cashier's check. Any payment of principal and/or interest due under this Promissory Note which is not promptly paid on the date such payment becomes due, shall bear interest at the highest rate allowable by law ("Default Rate") commencing on the date immediately following the day upon which the payment was due. Upon the occurrence of any event of default as defined herein or an Event of Default as defined in the Agreement, all sums outstanding under this Promissory Note shall thereon immediately bear interest at the Default Rate from the date of disbursement, without notice to the Maker or any guarantor or endorser of this Promissory Note, and without any affirmative action or declaration on the part of the Lender. In the event of the sale of Project or the Property in violation of the requirements set forth in the Agreement, all sums outstanding under this Promissory Note shall bear interest at the highest rate allowable by law from the date of disbursement, without notice to the Maker or any guarantor or endorser of this Promissory Note, and without any affirmative action or declaration on the part of the Lender. This Promissory Note shall be construed and enforced according to the laws of the State of Florida, excluding all principles of choice of laws, conflict of laws or comity. Any action pursuant to a dispute under this Promissory Note 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. This Promissory Note shall not be changed, modified, terminated, or discharged, in whole or in part, except by an instrument in writing signed by both parties hereto, or their respective successors or assignees. Except as provided in the Loan Documents, this Promissory Note is a non -recourse obligation of the Maker and its members and neither Maker nor its members have personal liability for repayment of the Loan. THE MAKER OF THIS PROMISSORY NOTE HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS PROMISSORY NOTE OR ANY LOAN DOCUMENT(S) EXECUTED IN CONNECTION HEREWITH, OR THE FINANCING CONTEMPLATED HEREBY, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR THE ACTIONS OF ANY PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER EXTENDING THE LOAN EVIDENCED BY THIS PROMISSORY NOTE. Page 3 of 5 IN WITNESS WHEREOF, the Maker has hereunto set its hand and seal the day and year first above written. WITNESSES: t�r Print Name: n1 ,A ri c.? .'T1A'U Print Name4j G C pq NPrAioc,i PROJECT SPONSOR'S ADDRESS: 2100 Hollywood Blvd Hollywood, FL 33020 Attn: Mara S. Mades STATE OF FLORIDA } COUNTY OF MIAMI-DADE } SS: MAKER: Platform 3750 II, LLC, a Florida limited liability company By:`a Prin ame Mara S. Mades Title: Vi e President Date: 11 /2-02 I ACKNOWLEDGMENT The foregoing instrument was acknowledged before me by means of physical presence or ❑ online notarization this 7 day of -1 l ri)4 - , 2021 by Mara S. Mades, as Vice President of Platform 3750 II, LLC, a Florida limited liability cdmpany, on behalf of the company, who is personally known to me or has produced as identt lion. ardiluabdeugramilbalablihillihamabdir { You . JACQUELINE SILVA Bsf r+ Notary Public - State of Florida `` Commission # GG 202744 ••.?;oF A.° • My Comm. Expires Apr 2, 2022 Bonded through National Notary Assn, Print Nlacquefirie SUM Notary Public, State of Florida at large JACQUELINE SILVA Notary Public - State of Florida Commission R GG 202744 of My Comm. Expires Apr 2, 2022 Bonded through National Notary Assn. Page 4 of 5 Attachment 1 Platform 3750 at 3750 South Dixie Highway, Miami, FL 33133 Payment of Principal, Interest, and all other charges, expenses, and fees set forth in the Loan Documents shall be deferred and no payments of Principal and Interest shall be due until the end of the Affordability Period (as defined in the Loan Agreement). Interest on Principal outstanding shall accrue as follows: The Principal of this Promissory Note shall bear zero percent (0%) during the project completion period. Upon the Project Completion Date or once the construction of the Project is completed, whichever is earlier, the loan will bear interest at the rate of three percent (3%) per annum simple interest only, with the entire principal balance and any accrued and unpaid interest and other charges due at the end of the Affordability Period. Notwithstanding the foregoing, if the Maker is unable to pay the principal of and any accrued interest on this Promissory Note at the end of the Affordability Period, such non-payment shall not be an Event of Default under this Promissory Note or the Loan Agreement so long as (i) the Maker is otherwise not in default hereunder or under the other Loan Documents, (ii) the Maker pays to Lender not less than 75% of Surplus Cash of the Project on a monthly basis on the first day of each month, (iii) the interest rate on the outstanding principal amount of this Promissory Note shall increase to the post -maturity interest rate of 3.25% accruing from the stated maturity date of the Promissory Note until all principal and accrued interest and any other amounts payable under this Promissory Note or the other Loan Documents are paid in full, and (iv) the restrictions on the Assisted Units regarding affordability shall remain in place and shall continue until this Promissory Note and all other obligations under the Loan Agreement are paid in full. If during the Affordability Period any Bond Assisted Unit fails to comply, beyond any applicable cure period, with the affordability requirements of the applicable funding source, the Agreement and/or the other Loan Documents, the Maker shall repay to the Lender all funds received by the Maker pursuant to this Agreement, all unpaid interest accrued thereon, and all unpaid fees, charges and other obligations of the Maker due under any of the Loan Documents. Page 5 of 5