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AGREEMENT INFORMATION AGREEMENT NUMBER 23345 NAME/TYPE OF AGREEMENT HOME LOAN AGREEMENT FOR PLATFORM 3750 II, LLC - DESCRIPTION NEW CONSTRUCTION OF A RENTAL PROJECT - 3750 S DIXIE HIGHWAR EFFECTIVE DATE January 11, 2021 ATTESTED BY NICOLE EWAN ATTESTED DATE 1/11/2021 DATE RECEIVED FROM ISSUING DEPT. 2/3/2021 NOTE 233(%s CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING 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) & S1,948,000 (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. E�OUTING,I6siFORIU,IATI®Fd:;=::r ;_';'";' Date P , -ASE PRINT AND SIGN APPROVAL BY DEPARTMENTAL DIRECTOR 1/8/21. PRI SIG . v ' Alfredo Duran RE® SUBMITTED TO RISK MANAGEMENT PRINT: SIGNATURE: SUBMITTED TO CITY ATTORNEY ii 1 I �Iil PRINT: VICTOLJ VIENDEZ SIGNATURE' APPROVAL BY ASSISTANT CITY MANAGER 1 I �-1 l'-�I PRINT:: SIGNATURE: l:. Sat, /AA cvec f/ 1 �� r."� RECEIVED BY CITY MANAGER PRINT: SIGMA RT N I 1) ONE ORIGINAL TO CITY CLERK, 2) ONE COPY TO CITY ATTORNEY'S OFFICE, 3) REMAINING ORIGINAL(S) TO ORIGINATING DEPARTMENT - PRINT: SIGNAT : PRINT: 1, SIGNATURE: PRINT: SIGNATURE: HOME LOAN AGREEMENT FOR PLATFORM 3750 II, LLC This HOME Investments Partnerships Program ("HOME Program") Loan Agreement (this "Loan Agreement" or this "Agreement") dated as of the l I day of c 2021, is by and between the CITY OF MIAMI, a municipal corporation of the State of Fl rida (lreinafter the "City" or "Lender"), and PLATFORM 3750 II, LLC, a Florida limited liability company (hereinafter the "Project Sponsor" or "Borrower"). FUNDING SOURCE: HOME Program AMOUNT: $1,948,000.00 in HOME Investment Partnership Funds RESOLUTION: The City of Miami Housing and Commercial Loan Committee approvals of September 18, 2020 PROJECT NAME: PROJECT TYPE: PROJECT SPONSOR: LAND OWNER: TERM OF THE AGREEMENT: AFFORDABILITY PERIOD: HOME ASSISTED UNITS: PROPERTY ADDRESS: IDIS NUMBER: SCI NUMBER: EXHIBITS ATTACHED: Platform 3750 New Construction of a Rental Project Platform 3750 II, LLC, a Florida limited liability company Miami -Dade County, a public body, corporate and politic duly organized and existing under the laws of the State of Florida See Section 1.19 Forty-three (43) years commencing from the Close -Out of the Project Twenty-nine (29) of the Affordable Units shall be HOME Assisted Units for eligible individuals; twenty-three (23) of the HOME Assisted Units shall be allocated for Low Income Households; six (6) of the HOME Assisted Units shall be allocated for Very Low -Income Households 3750 South Dixie Highway, Miami, Florida 33133 Exhibit "A" Legal Description Page 1 of 40 Exhibit "B" Exhibit "C" Exhibit "D" Exhibit "E" Exhibit "F" Exhibit "G" Exhibit "H" Exhibit "I" Exhibit "J" Schedule A Scope of Work /Project Schedule Budget Form of Disbursement Agreement Affirmative Marketing Procedures and Responsibilities Form of Mortgage and Security Agreement Form of Declaration of Restrictive Covenants Form of Rent Regulatory Agreement Signage Requirements Additional Insurance Requirements Permitted Senior Financing RECITALS WHEREAS, the Project Sponsor is the lessee to the real property ("Property") described in Exhibit "A." The Project Sponsor is constructing an affordable housing project that will be known as Platform'3750 (the "Project") that will increase the supply of rental housing units for Very Low, and Low Income Individuals and Households, by providing additional affordable rental units. WHEREAS, on September 18, 2020, the City's Housing and Commercial Loan Committee ("HCLC") approved an allocation of HOME Investment Partnerships Program funds in the amount of $1,948,000.00 (the "HOME Funds") to Project Sponsor for Project's hard and soft construction costs; and WHEREAS, the City and the Project Sponsor intend and agree that the HOME 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 compliance with 24 CFR §92.252 and 24 CFR §92.254. The Affordability Period for this Project will be forty-three (43) years, commencing on the Close -Out of the Project. 1.2 Affordable: A project or unit that satisfies the requirements set forth in 24 CFR Part 92. Page 2 of 40 1.3 Close -Out of the Project: 1.4 Contract Records: 1.5 Effective Date: 1.6 Omitted The date on which the Project has obtained all of the required Certificate(s) of Occupancy and all HOME Assisted Units have been leased to eligible HOME tenants. Any and all books, records, documents, information, data, papers, letters, materials, electronic storage data and media, whether written, printed, computerized, electronic or electrical, however collected or preserved which are or were produced, developed, maintained, completed, received or compiled by or at the direction of the Project Sponsor or any Project contractor or subcontractor relating to the use of the HOME Funds in carrying out the duties and obligations required by the terms of this Agreement, including, but not limited to, fmancial books and records, ledgers, drawings, maps, pamphlets, designs, electronic tapes, computer drives and diskettes or surveys. The Date on which the Agreement has been signed by the City Manager and attested to by the City Clerk. 1.7 HUD: The U.S. Department of Housing and Urban Development. 1.8 HOME Assisted Units, or Assisted Units: Of the Project's total one hundred ninety-one (191) units, there will be twenty-nine (29) HOME Assisted Units or Affordable units for households/individuals. Twenty-three (23) of the Affordable units shall be allocated for Low Income Households; and six (6) of the Affordable units shall be allocated for Very Low - Income Households. The payable rents on the HOME Assisted Units are subject to the Covenant and the Rent Regulatory Agreement. Further restrictions apply to the HOME Assisted Units as provided in and this Agreement, the Covenant, the other HOME Loan Documents and the Legal Requirements, as applicable. The HOME Assisted Units shall remain Affordable throughout the Affordability Period. Page 3 of 40 1.9 HOME Loan Documents, or Loan Documents: This Agreement and all other documents that may now or hereafter evidence or secure the HOME Funds together with other documents executed in connection therewith or presented by the Project Sponsor to the City in connection therewith or herewith, including but not limited to Exhibits D, F, G, H, and the Note, and all amendments, extensions and renewals to any of the foregoing. 1.10 HOME Funds, or, the Loan: Shall have the meaning ascribed thereto in the RECITALS to this Agreement. 1.11 HOME Program: Theprogram created by the National Affordable Housing Act of 1990 to strengthen public/private partnerships to provide more Affordable housing to qualified persons. 1.12 HOME Requirements: The requirements contained in this Agreement, 24 CFR Part 92 and any other requirements imposed by the City. 1.13 Legal Requirements: All federal, state and local laws, regulations and requirements relating or pertaining to the HOME Loan and/or the Project, and any requirements imposed by the City. 1.14 Low -Income Household: Annual income does not exceed eighty percent (80%) of the median income for the area, as determined by HUD with adjustments and certain exceptions as provided in 24 CFR Part 92. 1.15 Very Low -Income Household: 1.16 Project: Annual income does not exceed fifty percent (50%) of the median income for the area, as determined by HUD, with adjustments and certain exceptions as provided in 24 CFR Part 92. Project 3750 is new construction consisting of a 14- floor mix -income residential building located at 3750 South Dixie Highway Miami, Florida. The project will have a total of one hundred ninety-one (191) units. The twenty-nine (29) Affordable HOME Assisted Units shall be occupied by eligible tenants, as described herein, and shall be comprised Page 4 of 40 1.17 Property: 1.18 Permitted Senior Financing: 1.19 Term: 1.20 The Covenant: of twenty-two (22) studio apartment units, five (5) one bedroom/one bathroom apartment units, and two (2) two bedroom/one-bathroom apartment units. The Building on the Property shall be constructed in accordance with the Project.Schedule/Scope of Work and the plans and specifications (attached hereto and incorporated herein as Exhibit "B"), that will provide affordable housing opportunities in accordance with HUD income guidelines. The real property located at 3750 South Dixie Highway, Miami, FL, in the County of Miami -Dade, State of Florida, on which the Project is being constructed, as legally described in Exhibit "A," attached hereto and incorporated herein. a. 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, which shall be reduced to not greater than $ at the conversion to permanent financing; and b. 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. c. City of Miami ("County") Miami Forever Bond funds in the amount of $3,500,000, evidenced by a Promissory Note and secured by a Leasehold Mortgage both from Borrower in favor of City. 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 to be recorded in the Public Records of Miami -Dade County, Florida to ensure that the HOME Assisted Units will qualify and remain Affordable during the Affordability Period. Page 5 of 40 1.21 Omitted 1.22 Omitted 1.23 The Note: 1.24 The Mortgage The Promissory Note of even date herewith evidencing the Loan, executed by the Project Sponsor in favor of the City. The Mortgage and Security Agreement collateralizing the Loan, executed by the Project Sponsor, a copy of which is attached hereto and incorporated herein as Exhibit "F." ARTICLE II HOME FUNDS Upon satisfaction of all conditions set forth herein, the City has disbursed or shall disburse the HOME Funds to the Project Sponsor for the purposes herein set forth. 2.1 Use of Funds. The Platform 3750 Project is new construction consisting of a 14-floor mix -income residential building located at 3750 South Dixie Highway, Miami, Florida. The project consists of a total of one hundred ninety one (191) units. Twenty-nine (29) will be HOME Assisted Units for Very Low -Income and Low -Income Households for a period of forty- three (43) years, commencing at the Close -Out of the Project. Twenty-nine (29) of the units in the Project shall be HOME Assisted Units for eligible individuals; the HOME Funds shall be used for certain development costs and for construction hard costs of the Project, in accordance with the Scope of Work/Project Schedule attached hereto and incorporated herein as Exhibit "B" and the Budget attached hereto and incorporated herein as Exhibit "C." 2.2 Disbursement. The HOME 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, to be entered into by the City and the Project Sponsor (the "Disbursement Agreement") a copy of which is attached hereto as Exhibit "D". The Project Sponsor shall not request disbursement of such Funds until such Funds are needed for payment of eligible costs. The amount of each request for disbursement must be limited to the amount needed for the payment of eligible costs. The Project Sponsor agrees and affirms that any expenditure of the HOME Funds will be in compliance with the requirements of 24 CFR §92.206. Project Sponsor acknowledges and affirms that Fifty Thousand and 00/100 Dollars ($50,000.00) of the HOME Funds was awarded to the Project for, and may be used by the City to cover, certain costs incurred by the City in connection with the Project. 2.3 Repayment of HOME Funds. Repayment by the Project Sponsor of principal, accrued interest, and other costs and charges set forth in the HOME Loan Documents shall be Page 6 of 40 deferred to the end of the Affordability Period, at which time the accrued interest and principal shall be due and payable. Upon the expiration of the Affordability Period, the HOME Loan will be repaid as follows: A. This HOME Funds construction loan shall bear zero percent (0%) during the construction of the project. Upon the Close -Out of the Project, the loan will be converted to a 30- year permanent loan that shall bear interest at the rate of three percent (3%) per annum thereon. The principal and any accrued interest will be deferred to the end of the forty-three (43) year Affordability Period, at which time the principal and all accrued interest are due and payable. At the sole discretion of the City, the interest or principal payments, or both, may be waived. B. The Project Sponsor shall not agree to any transaction or agreement that will create additional mandatory superior payments without the City's prior written approval other than as set forth on Schedule "A" attached hereto and made a part hereof. C. Notwithstanding any provision herein to the contrary, in the event that the Project Sponsor shall: (i) Meet all of its obligations hereunder and under all of the HOME Loan Documents executed in connection herewith; (ii) Commence construction of the Project within six (6) months from the Effective Date of this Agreement; (iii) Obtain all required certificates of occupancy for the Project, within eighteen (18) months from the Effective Date; (iv) Rent twenty-nine (29) HOME Assisted Units to Low -Income and Very Low -Income Households in accordance with the requirements of this Agreement, within twelve (12) months after the issuance of certificates of occupancy for the Project, but in no event later than thirty (30) months from the Effective Date (v) Throughout the Affordability Period, rent the HOME Assisted Units to Low -Income Households and Very Low Income Households in accordance with the requirements of this Agreement, the Rent Regulatory Agreement and the other HOME Loan Documents; and (vi) Throughout the Affordability Period, comply with all applicable HOME Requirements and all applicable requirements hereof and in the other HOME Loan Documents; then, in such event, the City may, in its sole and absolute discretion, cancel all remaining indebtedness on the' Loan, cancel the HOME Note (and deliver, or cause to be delivered, the cancelled original HOME Note to the Project Sponsor), and satisfy the Mortgage (and prepare and record a satisfaction of the Mortgage in the Public Records of Miami -Dade County, Florida). Page 7 of 40 D. Notwithstanding any provision herein to the contrary, the amount of the HOME Funds disbursed hereunder, together with all interest accrued thereon, shall become due and payable upon the occurrence of an Event of Default as described in Article VII below and the continuance of such Event of Default beyond the applicable cure period, if any. 2.4 Commitment Fee: Project Sponsor agrees to pay the City a $5,000.00 commitment fee prior to the disbursement of any HOME Funds. ARTICLE III DISBURSEMENT REQUIREMENTS 3.1 CONDITIONS OF DISBURSEMENT OF HOME FUNDS. The City shall not be obligated to disburse the HOME Funds unless and until the City has received the following: 3.1.1 Title Insurance. A title insurance commitment issued by a title insurance company acceptable to the City identifying the City's insurable interest, the Project Sponsor's Leasehold estate in the Property, together with copies of all instruments which appear as exceptions therein. The title commitment and policy shall be issued without exceptions, except for those exceptions permitted by the City, and shall include such affirmative coverage as the City shall require. 3.1.2 Survey. An original current survey of the Property made by a registered surveyor satisfactory to the City and the title company and containing such certifications as the City and the title company may require. 3.1.3 Zoning. Evidence that the Property and the proposed improvements comply with all applicable zoning ordinances. 3.1.4 HOME Program. Evidence of the Project Sponsor's satisfactory compliance with all of the applicable requirements of the HOME Program, pursuant to 24 CFR Part 92, as hereinafter detailed. 3.1.5 Corporate Documents. (a) The operating agreement, or its equivalent, and a good standing certificate for the Project Sponsor and its Manager, certified by the appropriate governmental authority. (b) Resolutions, and incumbency certificates, or, in the case of a partnership, their equivalent, for the Project Sponsor and its Manager certified by the Corporate Secretary or other authorized signer, authorizing the Page 8 of 40 consummation of the transactions contemplated hereby, all satisfactory to the City. (c) Evidence satisfactory to the City that Project Sponsor or any partner of such entity, is qualified to receive funds under the HOME Program in accordance with the accordance with the HOME Requirements. 3.1.6 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) Comprehensive General Liability and umbrella liability coverage in an amount not less than $1,000,000.00 per occurrence and $2,000,000.00 annual aggregate, protecting the City and the Project Sponsor against liability incidental to the use of, or resulting from an accident occurring on or about, the Property, including coverage for: (i) fire, explosion, collapse and underground hazards, completed operations and independent contractors, and (ii) automobile liability for all owned vehicles as well as coverage for non -owned and hired automobiles with a combined Single Limit of at least $1,000,000.00. This insurance shall be primary and not contributory. (b) Workers' compensation insurance as required by the laws of the State of Florida. (c) Employer's liability insurance protecting the Project Sponsor against liability resulting from any accident or liability arising from or relating to any construction on the Property. (d) A builder's risk policy, using a completed value form in an amount not less than one hundred percent (100%) of the full insurable replacement cost of the Project, insuring the Project from such perils and other hazards as the City may reasonably require, including without limitation, fire, extended coverage, vandalism and malicious mischief, and collapse. (e) If any portion of the Property is located in an area identified by the Federal Emergency Management Agency as an area having special flood hazards, Federal flood insurance in such an amount as is satisfactory to the City. (f) A bid, payment and/or performance bond in such form as may be required by the City All such insurance shall require that the City be listed as an additional insured, with a loss payable clause in favor of the City. The Project Sponsor shall be required to obtain and furnish evidence of any other insurance coverage the City may require during the Term of this Agreement, including, but not limited to that described on Exhibit "J" attached hereto and made a part hereof All such policies shall provide the City with a mandatory written notice of cancellation or material Page 9 of 40 change from the insurer not less than thirty (30) days prior to any such cancellation or material change, and all such policies shall be written by insurance companies satisfactory to the City. Failure of the Project Sponsor to submit all required evidence of the specified insurance coverage fourteen (14) calendar days prior to the start of Project shall delay the disbursement of the HOME Funds. 3.1.7 Operative Documents. This Agreement, the Covenant, the other HOME Loan Documents, and all other HOME Documents, duly and lawfully executed by the Project Sponsor and in recordable form, where appropriate: 3.1.8 Appraisal. A current appraisal of the Property made by a member of the American Institute of Real Estate Appraisers. 3.1.9 List of Contractors and Subcontractors. A list of all of the Project Sponsor's subcontractors and contractors as of the date of execution of this Agreement, and copies of all contracts in excess of $10,000 for the performance of services or the supply of materials in connection with the Project to be funded pursuantto this Agreement. 3.1.10 Compliance with HOME Requirements. All other documents required by the HOME Program evidencing compliance with HOME Requirements. 3.1.11 Firm Commitments for Construction Financing. Evidence of firm commitments for a construction/permanent loan(s) as provided for in the Budget, attached hereto as Exhibit "C" and made a part hereof. 3.1.12 Evaluation of Project Costs. The evaluation of the Project's costs as prepared by an independent engineer/general contractor, engaged by the Project Sponsor, that supports the total projected construction costs of the Project. 3.1.13 First Source Hiring Agreement. If applicable, an executed First Source Hiring Agreement between the Project Sponsor and the City. 3.1.14 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. 3.1.15 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. 3.1.16 Audit Report. The Project Sponsor shall submit audit reports, as are required herein, to the City. Page 10 of 40 3.1.17 Personnel Policies and Administrative Procedure Manuals. The Project Sponsor shall submit detailed documents describing the Project Sponsor's internal organizational structure, property management and procurement policies and procedures, personnel management, accounting policies and procedures, etc. Such information shall be submitted to the City within thirty (30) days of the execution of this Agreement and prior to the disbursement of any funds hereunder. 3.1.18 Certificate Regarding Lobbying, Such Certificate Regarding Lobbying as may be requested by the City. 3.1.19 Certificate Regarding Debarment, Suspension, and Other Responsibility Matters. Such Certificate Regarding Debarment, Suspension and Other Responsibility Matters as may be requested by the City. 3.1.20 Public Entity Crime Affidavit. Such Public Entity Crime Affidavit as may be required by the City. 3.1.21 Environmental Clearance. Project construction must not commence, nor will any HOME Funds be advanced, nor are any costs to be incurred, until satisfactory completion of an environmental review and receipt by the City of a release of funds from HUD under 24 CFR Part 58. HOME Funds will not be disbursed until the Removal of Grant Condition is received by the City from HUD. 3.1.22 All other documents required by the City. 3.1.23 The Project Sponsor shall be in full compliance with the requirements of previously funded City projects that are either under construction or in their affordability periods, including, but not limited to, the requirements of applicable Office of Management and Budget ("OMB") Circular(s) and any other reporting and insurance requirements imposed by the City for those projects. ARTICLE IV HOME PROGRAM REQUIREMENTS The Project Sponsor shall comply with all applicable requirements of the HOME Program as provided in 24 CFR Part 92 including, but not limited to, the following HOME Requirements: 4.1 GENERAL. 4.1.1 The Project Sponsor shall maintain current documentation that its activities qualify under the HOME Requirements. 4.1.2 The Project Sponsor shall ensure that any expenditure of the HOME Funds will be in compliance with the requirements of 24 CFR §92.206. Page 11 of 40 i 4.1.3 The Project Sponsor shall comply with all the non-discrimination requirements of 24 CFR §92.350. 4.1.4 The Project Sponsor shall comply with the affirmative marketing requirements specified in Exhibit "E" attached hereto and incorporated herein; further the Project Sponsor shall annually report to the City on all actions taken to comply with said requirements as same are specified in Exhibit "E". 4.1.5 The Project Sponsor shall comply with all applicable provisions of 24 CFR Part 92, including, but not limited to: (i) the displacement, relocation and acquisition requirements of 24 CFR §92.353; (ii) the labor requirements of 24 CFR§92.354; (iii) the conflict of interest provisions prescribed in 24 CFR §92.356(f), in addition to the conflict of interest provisions specified under Section 6.7 of this Agreement; and (iv) shall carry out each Project activity in compliance with all other applicable Federal laws and regulations. 4.1.6 The Project Sponsor shall ensure that, upon completion of the Project and throughout the Affordability Period, the Project meets the property standards contained in 24 CFR §92.251 and the lead -based paint requirements of 24 CFR §92.355 and 24 CFR Part 35, subparts A, B, J, K, M and R. 4.1.7 Throughout the Affordability Period the Project Sponsor shall comply with all Project housing quality standards imposed by the City. 4.1.8 The Project Sponsor agrees that throughout the Affordability Period, Rents and tenant incomes for the HOME Assisted Units shall be monitored by the City. 4.1.9 The Project Sponsor shall comply with the project requirements of 24 CFR Part 92, subpart F, as applicable in accordance with the type of project assisted. 4.1.10 Attendance at citizen participation committees/meetings, provided the Project Sponsor is provided reasonable notice of such committees/meetings. 4.1.11 The Project Sponsor shall, to the greatest extent possible, give Low -Income residents of the service community opportunities for training and employment. 4.1.12 The Project Sponsor shall ensure and maintain documentation that conclusively demonstrates that each activity assisted in whole or in part with HOME Funds is an activity that benefits Low -Income and Very Low Income Households. Page 12 of 40 4.2 REAL PROPERTY. 4.2.1 Any real property that was acquired or improved in whole or in part with HOME Funds received from the City shall be either: (a) Used to complete one of the HOME eligible activities as required by and defined in 24 CFR Part 92 for such period of time as determined by the City based on the eligible activity. (b) Disposed of in a manner that results in the City being reimbursed for the amount of the current fair market value of the Property as may be determined by the City in its sole and absolute discretion, less any proportionate portion of the value attributable to expenditures of non -HOME funds for the acquisition, or improvement, of the Property. 4.2.2 All real property purchased in whole or in part with funds for this Agreement with the City, or transferred to the Project Sponsor after being purchased in whole or in part with funds from the City, shall be listed in the property records of the Project Sponsor and shall include: a legal description; size; address and location; owner's name if different from the Project Sponsor; information on the transfer or disposition of the property; and a map indicating whether property is in parcels, lots, or blocks and showing adjacent streets and roads. The property records shall describe the programmatic purpose for which the property was acquired and identify the HOME 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 HOME activity that will be completed. 4.3 PERSONAL PROPERTY. 4.3.1 Defmitions. (a) Personal Property. Personal Property of any kind except real property: 1) Tangible. All personal property having physical existence. 2) Intangible. All personal property having no physical existence such as patents, inventions and copyrights. (b) Non -expendable Personal Property. Tangible personal property of a non- consumable nature, with a value of $500.00 or more per item, with a normal Page 13 of 40 (c) 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. Expendable Personal Property. All tangible personal property other than non -expendable property. 4.3.2 Requirements. The Project Sponsor shall comply with the non -expendable personal property requirements stated below: (a) All non -expendable personal property purchased in whole or in part with funds from this and previous contracts with the City shall be listed in the property records of the Project Sponsor and shall include: a description of the property; location; model number; manufacturer's serial number; date of acquisition; funding source; unit cost; property inventory number; information on its condition; and information on the transfer, replacement, or disposition of the property. (b) All non -expendable personal property purchased in whole or in part with funds from this and previous contracts with the City shall be inventoried annually by the Project Sponsor and an inventory report submitted to the City when and as requested by the City. The inventory report shall include the elements listed in Paragraph 4.3.2(a), above. (c) Ownership of all non -expendable personal property purchased in whole or in part with funds given to the Project Sponsor pursuant to the terms of this Agreement shall vest in the City. 4.4 DISPOSITION. The Project Sponsor shall obtain the prior written approval of the City for the disposition of real property, expendable personal property and non -expendable personal property purchased in whole or in part with funds given to the Project Sponsor or its subcontractors pursuant to the terms of this Agreement, and shall dispose of all such property in accordance with instructions from the City. Those instructions may require the return of all such property to the City. 4.5 SUBCONTRACTS AND ASSIGNMENTS. 4.5.1 The Project Sponsor shall ensure that all subcontracts and assignments funded with HOME Funds hereunder: (a) Identify the full, correct, and legal name of all parties; (b) Describe the activities to be performed; (c) Present a complete and accurate breakdown of its price component; Page 14 of 40 (d) Incorporate a provision requiring compliance with all applicable regulatory and other requirements of this Agreement, including but not limited to the City's Minority Procurement Ordinance, and with any other conditions and/or approvals that the City may deem necessary. The requirements of this subparagraph apply to 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 funded with HOME funds hereunder the following provision: "[The Project Sponsor] is not responsible for any insurance or other fringe benefits, e.g., social security, income tax withholding, retirement or leave benefits, for [the Consultant] or employees of [the Consultant], that are normally available to direct employees of [the Project Sponsor]. [The Consultant] assumes full responsibility for the provision of all insurance and fringe benefits for himself/herself/itself and employees retained by [the Consultant] in carrying out the Scope of Services provided in this subcontract." 4.5.3 The Project Sponsor shall be responsible for monitoring the contractual performance of all subcontracts. 4.5.4 The Project Sponsor shall submit to the City for its review and confirmation any subcontract engaging any party who agrees to carry out any substantive programmatic activities, to ensure its compliance with the requirements of this Agreement. The City's review and confirmation shall be obtained prior to the release of any funds for the Project Sponsor's subcontractor(s). 4.5.5 The Project Sponsor shall receive written approval from the City prior to either assigning or transferring any obligations or responsibility set forth in this Agreement. 4.5.6 Approval by the City of any subcontract or assignment shall not under any circumstances be deemed to be the City's agreement to incur any obligations in excess of the total dollar amount agreed upon in this Agreement. 4.5.7 The Project Sponsor and its subcontractors shall comply with the Davis -Bacon Act, if applicable, the Copeland Anti -Kick Back Act, the Contract Work Hours and Safety -Standards Act, the Lead -Based Paint Poisoning Prevention Act, the Residential Lead Based Paint Hazard Reduction Act of 1992 (and implementing Page 15 of 40 regulations at 24 C.F.R. Part 35) and any other applicable laws, ordinances and regulations. 4.5.8 If the City requests it, the Project Sponsor shall submit to the City, for written prior approval, all proposed Solicitation Notices, Invitations for Bids, and Requests for Proposals. 4.6 REPORTING OBLIGATIONS. 4.6.1 The Project Sponsor shall submit the following as required by the City: 4.6.1.1 Progress Reports. The Project Sponsor shall submit status reports and projected completion dates to describe the progress made by the Project Sponsor in achieving each of the objectives identified in Exhibit "B" attached hereto. The Project Sponsor shall also submit an Earned Income Report in such form as may be required by the City. Both the Progress Report and the Earned Income Report shall be provided to the City on a quarterly basis. 4.6.1.2 Inventory Report. The Project Sponsor shall furnish such reports on the Project real property, as specified in Paragraph 4.2 hereof, as may be requested by the City. 4.6.13 Affirmative Action Plan. The Project Sponsor shall report to the City such information relative to the equality of Project employment opportunities as and when requested by the City. 4.6.1.4 Assurance of Compliance with Section 504 of the Rehabilitation Act. The Project Sponsor shall report on its compliance with Section 504 of the Rehabilitation Act, whenever requested by the City. 4.6.1.5 Affirmative Marketing Plan and Report. The Project Sponsor shall report to the City, annually, on all actions taken to comply with the affirmative marketing requirements provided in Exhibit "E" attached hereto. 4.6.1.6 List of Subcontractors. The Project Sponsor shall provide a list of all Project contractors and subcontractors, and copies of all contracts in excess of $10,000 for the performance of services or the supply of materials in connection with the Project and to be funded pursuant to the terms and conditions of the Regulatory Agreement and this Agreement. 4.6.1.7 Previously Funded City Projects. The Project Sponsor shall comply with (i) all applicable reporting requirements relating to the Project Page 16 of 40 Sponsor's previously funded City projects which are under construction or in the Affordability Period, including, without limiting the foregoing, OMB A-133; and (ii) all applicable insurance requirements relating to such other previously funded projects of the Project Sponsor. 4.6.1.8. Audits, Other Information and Records. (i) The Project Sponsor shall submit to the City an audit conducted by an independent certified public accountant or firm of independent certified public accountants in accordance with generally accepted auditing standards, including audited financial statements and a report on compliance with laws and regulations based on the audit of financial statements. Two copies of each such audit must be delivered to the City no later than six (6) months following the end of each Project Sponsor fiscal year. Each such audited fmancial statement is to be for the 12 months ended December 31 and shall include: a. Comparative Balance Sheet with prior year and current year balances; b. Statement of revenue and expenses; c. Statement of changes in fund balances or equity; d. Statement of cash flows; and e. Notes The financial statements shall be accompanied by a -- certification of the Project Sponsor as to the accuracy of such financial statements. A late fee of $500.00 will be assessed by the City for failure to submit any of the required audited financial statements or the certification each year as required. At the request of the City, the Project Sponsor shall also furnish to the City unaudited financial statements of the Project Sponsor, certified by the Project Sponsor's principal financial or accounting officer, covering such fmancial matters as the City may request, including without limitation, monthly statements with respect to the Project. The Project Sponsor shall maintain all Contract Records in accordance with generally accepted accounting principles, procedures, and practices, which records shall sufficiently Page 17 of 40 and properly reflect all revenues and expenditures of funds provided directly or indirectly by the City pursuant to the terms of this Agreement. (iii) The Project Sponsor shall ensure that the Contract Records shall be at all times subject to and available for full access and review, inspection or audit by the City and federal personnel and any other personnel duly authorized by the City. (iv) The Project Sponsor shall include in all Project 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. The Project Sponsor shall submit to the City all reports described in this Section 4.6, and all other reports that the City may reasonably require, in such form, manner and frequency as the City may require to monitor the progress of the Project and the Project Sponsor's performance and compliance with this Agreement, the Regulatory Agreement, the other HOME Loan Documents and all Legal Requirements. 4.6.2 Federal, State and County Laws and Regulations. 4.6.2.1 The Project Sponsor shall comply with all applicable provisions of federal, state, county and City laws, regulations, rules and administrative requirements, such as OMB Circular No. A-122, OMB Circular No. A-110, OMB Circular No. A-21, and OMB Circular No. A-133, which are incorporated herein by reference, as they may be revised from time to time. 4.6.2.2 The Project Sponsor shall comply with all applicable federal laws and regulations such as: 24 CFR Part 92; 24 CFR Part 85, Section 504 of the Rehabilitation Act of 1973, as amended, which prohibits discrimination on the basis of handicap; Title VI of the Civil Rights Act of 1964, as amended, which prohibits discrimination on the basis of race, color, or national origin; the Age Discrimination Act of 1975, as amended, which prohibits discrimination on the basis of age; Title VIII of the Civil Rights Act of 1968, as amended, and Executive Order 11063 which prohibits discrimination in housing on the basis of race, color, religion, sex, or national origin; Executive Order 11246 which requires equal employment opportunity; and with the Energy Policy and Conservation Act (Pub. L. 94-163) which requires mandatory standards and policies relating to energy efficiency. Page 18 of 40 4.6.2.3 If the amount payable to the Project Sponsor pursuant to the terms of this Agreement is in excess of $100,000.00, the Project Sponsor shall comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act of 1970 (42 U.S.C. 7401 et. seq.), as amended; the Federal Water Pollution Control Act (33 U.S.C. 1251), as amended; Section 508 of the Clean Water Act (33 U.S.C. 1368); Environmental Protection Agency regulations (40 CFR Part 15); and Executive Order 11738. 4.7 ADDITIONAL HOME FUNDING. The Project Sponsor acknowledges that under the HOME Program, additional HOME funds may be committed to the Project up to one (1) year after "Project Completion", but the amount of HOME funds in the Project may not exceed the per -unit subsidy amount established in 24 CFR Part 92. The City may, in its sole discretion, de -obligate the HOME Funds from the Project, if by no later than six (6) months from the date of approval of the HOME Funds, the Borrower has failed to obtain all funding commitments represented to HCLC. ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE PROJECT SPONSOR The Project Sponsor represents and warrants to the City as follows: 5.1 Organization and Existence. The Project Sponsor is a Florida limited 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 HOME Funds, and to own, operate and develop the Project. The Project shall comply with all applicable HOME 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 HOME Program, this Agreement, and/or the other HOME Loan Documents, are true and correct in all material respects and accurately set forth the facts contained therein and neither misstate any material fact nor, separately or in the aggregate, fail to state any material fact necessary to make the statements made therein not misleading. 5.3 Absence of Proceedings, Actions and Judgments. There are no conditions, circumstances; events, agreements, documents, instruments, restrictions, actions, suits or proceedings pending 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 HOME Program, complete or operate the Project or to perform its obligations hereunder or which would Page 19 of 40 constitute an Event of Default hereunder or under the other HOME Loan Documents regardless of the giving of notice or the passage of time or both. There are no outstanding or unpaid judgments or arbitration awards against the Project Sponsor. 5.4 Non -Default. The Project Sponsor is not in default or violation with respect to any Legal Requirement, nor is it in default under or in material breach of any instrument or agreement to which it is a party or by which it otherwise may be bound. The execution and delivery of this Agreement and the other HOME Documents, the consummation of the other transactions contemplated hereby, and the ownership and development of the Project as contemplated hereby and by the other HOME 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 HOME Loan Documents, when executed and delivered, shall constitute the duly authorized, legal, valid and binding obligations of the Project Sponsor and will be enforceable in accordance with their respective terms. 5.6 Marketable Title. The Project Sponsor has good and marketable leasehold title to the Property, subject only to: (a) the exceptions and other matters set forth in that certain Title Insurance Commitment (Order Number Order Number 19115328) issued by Old Republic National Title Insurance Company, effective as of October 28, 2020, at 8:00 am, as endorsed. (collectively, the "Title Commitment and Exceptions"); and (b) from time to time, the granting of utility and similar easements on a non -material portion of the Property to utility and similar service providers for the installation and maintenance of utility and similar service equipment and components. 5.7 Compliance. The completion and use of the Project in accordance with the Scope of Work will comply fully with all Legal Requirements, and with all limitations on the use of the Project, or any other condition, grant, easement, covenant, or restriction, whether recorded or not. All necessary approvals, permits and licenses for the construction, operation, and use of the Project have been unconditionally obtained and are in full force and effect, or if the present state of construction of the Project does not allow such issuance, then such approvals, permits and licenses will be issued when the Project is completed. 5.8 Encroachments. When completed in accordance with the Scope of Work, the Project will not encroach upon any building line, setback line, side yard line or other recorded or visible easements or other easements of which the Project Sponsor is aware which exists (or which the Project Sponsor has reason to believe may exist) with respect to the Project other than set forth in the Title Commitment and Exceptions. 5.9 Scope of Work. The Scope of Work is complete in all respects, and contains all details requisite for the Project which, when built and equipped in accordance therewith, shall be ready for the intended use and occupancy thereof. Page 20 of 40 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 HOME Assisted Unit each which may be entered into from time to time. 5.11 Pending Assessments. The Project Sponsor has no knowledge of any pending or proposed governmental action that would impair the operation or value of the Project or result in a special assessment against the Project. 5.12 Project. Waste. The Project Sponsor shall not commit or suffer waste or negligence on the 5.13 Fraud: No fraud by the Project Sponsor has occurred in the qualification of the Project, the Project Sponsor and/or the Property under the HOME Program, the negotiation of this Agreement and the other HOME Documents, nor in the transactions contemplated hereby. 5.14 No Casualty. No part of the Property and/or the Project has been damaged or has been subjected to condemnation or other proceedings, and, to the best of the Project Sponsor's knowledge and belief, no such proceedings have been threatened. 5.15 No Changes. There have been no material adverse changes in projected costs and expenses of or from the Project or in the occupancy of the Property or any other features of the transactions contemplated hereby as submitted to the 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 HOME Requirements affecting the ownership, use, construction, lease and operation of the Project. 5.17. Other Project Financing. The Project Sponsor has not applied for nor received, and does not otherwise have available, in connection with the Project any other financing/funding, except for those funds, loans and/or loan commitment previously identified in writing to, and approved by, the City as set forth on the attached Schedule A the ("Permitted Senior Financing"). 5.18 Reaffirmation. Each of the representations and warranties set forth in this Article shall be true at all times and the acceptance of the HOME Funds hereunder by the Project Sponsor shall be deemed to be a reaffirmation of each of the representations and warranties given in this Agreement. ARTICLE VI PROJECT SPONSOR'S AND OWNER'S OBLIGATIONS 6.1 Scope of Work. The Project Sponsor shall perform the Scope of Work as set forth herein and on Exhibit "B" attached hereto. Project Sponsor shall: (a) meet all of its obligations hereunder and under all of the HOME Loan Documents executed in connection herewith, (b) commence construction within six (6) months from the Effective Date of the contract, (c) within twelve (12) months after the issuance Page 21 of 40 of the certificates of occupancy for the Project, but in no event later than thirty (30) months from the Effective Date, rent all twenty-nine (29) HOME Assisted Units to Low -Income Households, Very Low -Income Households in accordance with the requirements of this Agreement, (d) throughout the Affordability Period, rent the HOME Assisted Units to Low -Income Households and Very Low Income Households in accordance with the requirements of this Agreement, the Rent Regulatory Agreement, and the other HOME Loan Documents; and (f) throughout the Affordability Period, comply with all applicable HOME Requirements and all applicable requirements hereof and in the other HOME Loan Documents with regard to the HOME Assisted Units. The tenant's portion of rents charged for HOME Assisted Units shall be limited as set forth in the Rent Regulatory Agreement executed in connection herewith. 6.2 Reporting Obligations. The Project Sponsor shall submit to the City all reports as described in Section 4.6 hereof, and all other reports that the City may reasonably require, in such form, manner, and frequency as the City may reasonably require to monitor the progress of the Project and the Project Sponsor's performance and compliance with this Agreement and all Legal Requirements. 6.3 Retention of Records. The Project Sponsor shall retain all Contract Records for five (5) years after the expiration of the Affordability Period (hereinafter referred to as the "Retention Period") subject to the limitations set forth below: (a) If the City or the Project Sponsor has received or given notice of any kind indicating any threatened or pending litigation, claim or audit arising out of the activities relating to the Project or the Scope of Work or under the terms of this Agreement, the Retention Period shall be extended until such time as the threatened or pending litigation, claim or audit is, in the sole and absolute discretion of the City, fully, completely and finally resolved. (b) The Project Sponsor shall allow the City or any person authorized by the City full access to and the right to examine any of the Contract Records during the required Retention Period. (c) The Project Sponsor shall notify the City in writing, both during the pendency of this Agreement and after its expiration termination, as part of the fmal closeout procedure, of the address where all Contract Records will be retained. 6.4 Provision of Records. All of the Contract Records are subject to the provisions of Chapter 119, Florida Statutes, commonly referred to as the "Public Records Law". 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 Page 22 of 40 of royalty -free, non-exclusive, and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, the Contract Records for public purposes. Should Project Sponsor determine to dispute any public access provision required by Florida Statutes, then Project Sponsor shall do so at its own expense and at no cost to the City. IF PROJECT SPONSOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO PROJECT SPONSOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT AS A PUBLIC CONTRACT, PLEASE CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT TELEPHONE NUMBER 305-416-1800, EMAIL: PUBLICRECORDS@MIAMIGOV.COM, AND MAILING ADDRESS: PUBLIC RECORDS CIO OFFICE OF THE CITY ATTORNEY, 9TH FLOOR, MIAMI RIVERSIDE CENTER, 444 S.W. 2ND AVENUE, MIAMI, FLORIDA 33130 OR THE CITY'S DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT'S CUSTODIAN OF RECORDS AT 2ND FLOOR, 14 NORTHEAST 1ST AVENUE, MIAMI, FLORIDA 33132. If the Project Sponsor receives funds from, or is under regulatory control of, other governmental agencies and those agencies issue monitoring reports, regulatory examinations, or other similar reports, the Project Sponsor shall provide a copy of each such report and any follow- up communications and reports to the City immediately upon such issuance unless such disclosure is a violation of those agencies' rules. 6.5 Prior Approval. Except for encumbering the Property as required to obtain the permitted financing as set forth in Section 5.17 of this Agreement and Schedule A attached, the Project Sponsor shall obtain the City's prior written approval prior to undertaking any of the following with respect to the Project and/or the Property: (a) the sale, assignment, pledge, transfer, hypothecation or other encumbrance or disposition of any proprietary or beneficial interest in the Project Sponsor, the Project 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 (b) Except in the case of repair or replacement caused by normal wear and tear, and otherwise due to casualty or condemnation in accordance with the terms of this Agreement, the disposition of any real property or any expendable personal property or non -expendable personal property as defined in Paragraph 4.3.1. (c) Any proposed Solicitation Notice, Invitation for Bids or Request for Proposals. (d) The disposal of any Contract Records during the Retention Period. (e) INTENTIONALLY OMITTED Page 23 of 40 6.5.1 Director of Housing and Community Development of the City of Miami shall have the discretion to approve and authorize, by way of Memorandum to the City Manager, the execution of 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 fmdings. 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 with the HOME Program conflict of interest rules (24 C.F.R. §92.356), all as amended, and agrees that it will fully comply in all respects with the terms thereof and any future amendments. B. The Project Sponsor covenants that no person or entity under its employ, presently exercising any functions or responsibilities in connection with this Agreement, has any personal financial interests, direct or indirect, with the City. The Project Sponsor further covenants that, in the performance of this Agreement, no person or entity having such conflicting interest shall be utilized in respect to the Scope of Work or services provided hereunder. Any such conflict of interest(s) on the part of the Project Sponsor, its employees or associated persons or entities must be disclosed to the City. C. The Project Sponsor shall disclose any possible conflicts of interest or apparent improprieties of any party 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 HOME Program or this Agreement, or who is in a position to participate in the decision -making process or gain inside information regarding HOME -assisted activities, has any personal fmancial interest, direct or indirect, in this Agreement, the proceeds hereunder, the Project or the Project Sponsor, either for Page 24 of 40 themselves or for those with whom they have family or business ties, during their tenure or for one year thereafter. 6.8 Related Parties. The Project Sponsor shall report to the City the name, purpose for and any other relevant information in connection with any related -party transaction. The term "related party transaction" includes, but is not limited to, a transaction or relationship between the Project Sponsor and a for -profit or nonprofit subsidiary or affiliate organization, an organization with an overlapping board of directors, and an organization for which the Project Sponsor is responsible for appointing memberships. The Project Sponsor shall report this information to the City upon forming the relationship, or if already formed, shall report such relationship prior to or simultaneously with the execution of this Agreement. Any supplemental information shall be promptly reported to the City no later than in the next required Progress Report, as described above. 6.9 Publicity and Advertisements. The Project Sponsor shall ensure that all publicity and advertisements prepared and released by the Project Sponsor, such as pamphlets and news releases, related to activities funded by this Agreement, and all events carried out to publicize the accomplishments of any activities funded by this Agreement, recognize the City as one of its funding sources. 6.10 Procurement. The Project Sponsor shall make a positive effort to procure supplies, equipment, construction, or services to fulfill this Agreement from minority and women owned businesses, and to provide these sources the maximum feasible opportunity to compete for subcontracts to be performed pursuant to this Agreement. To the maximum extent feasible, these businesses shall be located in or owned by residents of the community development areas designated by the City. 6.11 Additional Funding. The Project Sponsor shall not procure any other financing in connection with the Project or the Property without the prior written consent of the City, other than those financings disclosed to the City in writing as of the date hereof, which, for avoidance of doubt, are provided for in Section 5.17 of this Agreement. 6.12 Reversion of Assets. The Project Sponsor shall return to the City upon the expiration or termination of this Agreement any HOME Funds on hand, any funds or accounts receivable attributable to the HOME Funds, and any overpayments due to unearned funds or costs disallowed pursuant to the terms of this Agreement that were disbursed to the Project Sponsor by the City. Any funds not earned by the Project Sponsor prior to the expiration or termination of this Agreement, as described and provided for in OMB Circular No. A-122, shall be retained by the City. 6.13 Repayment of Funds Procedures. If, after notice and the expiration of any applicable cure period, for any reason during the Affordability Period any HOME Assisted Unit fails to comply with the Affordability requirements of 24 CFR Part 92, the Project Sponsor shall repay to the City all funds received by the Project Sponsor pursuant to this Agreement, and interest thereon as provided in the HOME Note. Page 25 of 40 6.14 Affirmative Marketing. The Project Sponsor shall comply with the affirmative marketing requirements and procedures provided on Exhibit "E" attached hereto and made a part hereof. Project Sponsor shall comply with the requirements of the affordable housing notice to City Officials in City of Miami Ordinance #13491. 6.15 Section 3 Clause. The Project Sponsor shall comply with the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended (12 U.S.C. 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 CFR 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 of the contractor's commitments under this Section 3 clause, and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the Section 3 preference, shall set forth minimum number and job titles subject to hire, availability of apprenticeship and training positions, the qualifications for each; and the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin. (D) The contractor agrees to include this Section 3 clause in every subcontract subject to compliance with regulations in 24 CFR 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 CFR Part 135. The contractor will certify that any vacant employment positions, including training positions, that are filled (1) after the contractor is Page 26 of 40 selected but before the contract is executed, and (2) with persons other than those to whom the regulations of 24 CFR Part 135 require employment opportunities to be directed, were not filed to circumvent the contractor's obligations under 24 CFR Part 135. (F) Noncompliance with HUD's regulations in 24 CFR 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). 6.16 Signage, Acknowledgement, Publicity. During the Term of this Agreement, the Project Sponsor shall furnish signage identifying the Project and shall acknowledge the contribution of the City by incorporating the seal of the City and the names of the City commissioners and officials in all documents, literature, pamphlets, advertisements, and signage, permanent or otherwise in accordance with Section 6.9 hereof. All such acknowledgments shall be in a form acceptable to the City, as provided on Exhibit "I" attached hereto and made a part "hereof. All publicity and advertisements prepared and released by the Project Sponsor related to the Project, such as pamphlets and news releases, and all events carried out to publicize the Project, shall recognize the City as one of the Project's funding sources. 6.17 Costs Incurred By the City. Notwithstanding any other provision of this Agreement, the Project Sponsor understands and agrees that $50,000.00 of the HOME Funds were awarded to the Project for, and were used by the City to cover, costs incurred by the City on behalf of the Project. Such costs may include, but are not limited to, environmental advertising costs, recording fees, and project delivery. 6.18 Affirmative Action. The Project Sponsor shall not discriminate on the basis of race, color, national origin, sex, religion, age, sexual orientation, marital or family status or handicap/disability in connection with its performance under this Agreement or in connection with the occupancy of any HOME Assisted Unit. Age discrimination and discrimination against minor dependents are also not permitted. Page 27 of 40 6.19 Previously Funded City Projects. The Project Sponsor shall comply with: (1) all applicable reporting requirements relating to previously funded City projects which are under construction or in the affordability period, including OMB A-133, and (2) all applicable insurance requirements relating to such projects. 6.20 Compliance with Safety Precautions. The Project Sponsor shall allow City inspectors, agents or representatives the ability to monitor its compliance with safety precautions as required by federal, state or local laws, rules, regulations and ordinances. By performing these inspections the City, its agents, or representatives are not assuming any liability by virtue of such laws, rules, regulations and ordinances. The Project Sponsor shall have no recourse against the City, its agents, or representatives for the occurrence, non-occurrence or result of such inspection(s), and shall obtain the affirmative acknowledgment of the Project Sponsor, for the benefit of the City, that the Project Sponsor shall have no recourse against the City, its agents, or representatives for the occurrence, non-occurrence or result of such inspection(s). Simultaneously with the submission of the first draw request to the City, the Project Sponsor shall contact the City's Risk Management Department Safety Unit in writing to coordinate such inspection(s). The Project Sponsor shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the City, including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability) and all applicable regulations, guidelines and standards. Additionally, the Project Sponsor shall take affirmative steps to ensure nondiscrimination in the employment of disabled persons. 6.21 Draw Requests. Each Request for Disbursement of hard costs must be signed by the Project Sponsor, the Architect for the Project and the Contractor, and each Request for Disbursement of soft costs must be signed by the Project Sponsor, as more fully set forth in the Disbursement Agreement. The City shall not fund any draw request in an amount that exceeds the City's initial contribution percentage of the entire development cost of the project. Five percent (5%) of each draw request will be retained until the City has received as part of the Close-out of the Project, at the Project Sponsor's sole cost, a Final Cost Certification prepared by an independent certified public accountant, which must be acceptable to the City in both form and substance. 6.22 Insurance Proceeds. Notwithstanding anything to the contrary contained herein or in the other HOME Loan Documents, the Project Sponsor may make insurance proceeds available for the restoration and repair of the Property and the Project if all of the following conditions are met: (i) the Project Sponsor is not in breach or default of any provision of the Mortgage or any other loan document between the Project Sponsor and Lender; (ii) the Project Sponsor 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 Page 28 of 40 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. 6.23 Condemnation Proceeds. Notwithstanding anything to the contrary contained herein or in the other HOME Loan Documents, the Project Sponsor may make proceeds of condemnation available for the restoration and repair of the Property and the Project if all of the following conditions are met: (i) the Project Sponsor is not in breach or default of any provision of the Mortgage or any other HOME Loan Document; (ii) the Project Sponsor determines that there will be sufficient funds, through condemnation proceeds and contributions by the Project Sponsor, to (a) restore and repair the Property and the Project to a condition as close as reasonably possible to what previously existed, due consideration given to the portion of the Property and the Project taken, and, (b) meet all operating costs and other expenses, payments for reserves and loan repayment obligations relating to the Project until completion of the restoration and repair of the Property and the Project to a condition as close as reasonably possible to what previously existed, due consideration given to the portion of the Property and the Project taken; and (iii) the Project Sponsor determines that the rental income of the Project, after restoration and repair of the Property and the Project to a condition as close as reasonably possible to what previously existed, due consideration given to the portion of the Property and the Project taken, will be sufficient to meet all operating costs and other expenses, payments for reserves and loan repayment obligations relating to the Project, and (iv) the Project Sponsor has received the City's written concurrence with such determination. 7.1 of Default: ARTICLE VII DEFAULT The happening of any one or more of the following events shall constitute an Event (a) Failure of any of the HOME Assisted Units to remain Affordable at any time during the Affordability Period. (b) If any term, condition or representation contained in this Agreement or any of the other HOME Loan Documents is materially untrue, substantially inaccurate or incomplete when made, or, if there is a material misrepresentation of fact or fraud contained in any document(s) submitted in support of this Agreement. (c) The substantial discontinuance of the construction of the Project for a period of fourteen (14) days which discontinuance is, in the sole determination of the City, without satisfactory cause. (d) Except as set forth in each of Sections 5.6, 5.17, and 6.5 of this Agreement, the sale, assignment, pledge, transfer, hypothecation or other encumbrance Page 29 of 40 or disposition (except due to repair or replacement for normal wear and tear, and as a result of casualty or condemnation in accordance with this Agreement) of any proprietary or beneficial interest in the Project Sponsor's estate in the Property, or any change in operating control of the Project Sponsor, without the prior approval of the City's HCLC or the City Commission, as appropriate. (e) In the event that the City reasonably determines that the Project is not being rehabilitated in a good and workmanlike manner in accordance with the Scope of Work, or that the Project Sponsor is failing to comply promptly with any requirement or notice of violation of law issued by or filed by the City or any department of any governmental authority having jurisdiction over the Project Sponsor or the Property. (f) (g) Failure by the Project Sponsor to comply with any material term or provision of this Agreement or any of the HOME Loan Documents, or the occurrence of an event of default under any of the other HOME Loan Documents. Any change in zoning requirements or zoning classification of the Property initiated by the Project Sponsor, which in the City's sole discretion would materially interfere with the completion of construction of the Project or the ultimate operation of the Project as contemplated herein. (h) In the event that the City reasonably determines that there exists an event of default under and pursuant to the terms of any other agreement or obligation of any kind or nature whatsoever of the Project Sponsor to the City, direct or contingent, whether now or hereafter due, existing, created or arising. ARTICLE VIII REMEDIES 8.1 Upon the occurrence of any Event of Default, the City shall have the absolute right to refuse to disburse any undisbursed portion of the Loan. The City shall provide written notice of the occurrence of an Event of Default to the Project Sponsor, after which the Project Sponsor shall have thirty (30) days to cure said default (except for the events described in Section 7.1 (b) and (d) 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 Page 30 of 40 (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) above for which the aforementioned cure period shall not apply and except for cures which are continuing as provided in the preceding paragraph), and subject to the provisions of the last paragraph of this Section, the City shall have the absolute right, at its option and election and in its sole discretion to: (a) Specific Performance. Institute appropriate proceedings to specifically enforce performance of the terms and conditions of this Agreement; (b) Recapture of HOME Funds. Demand that the Project Sponsor reimburse the City for the HOME Funds disbursed to the Project Sponsor pursuant to this Agreement. The Project Sponsor shall reimburse City in the amount of the HOME Funds disbursed to the Project Sponsor pursuant to this Agreement, subject to any limitations contained in the HOME Note and/or Mortgage concerning Borrower's or Project Sponsor's liability for amounts due under the HOME Loan Documents. (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 HOME Documents. It is understood and agreed that the occurrence of an event of default under Section 7.1 (b) or (d) shall immediately entitle the City to exercise any of the above described remedies without the need to give the Project Sponsor notice thereof or the opportunity to cure. The rights and remedies of the City hereunder shall be cumulative and not mutually exclusive, and the City may resort to any one or more or all of said remedies without exclusion of any other. No party other than the City, whether the Project Sponsor or a material man, laborer, subcontractor or supplier, shall have any interest in the HOME Funds withheld because of a default hereunder, and shall not have any right to garnish or require or compel that payment thereof be applied toward the discharge or satisfaction of any claim or lien which any of them may have. 8.2 In addition to any other remedies provided for herein or in any of the other Loan Documents, upon the occurrence of an Event of Default: (a) All sums outstanding under the Note shall bear interest at the highest rate allowable by law from the date of disbursement, without notice to the Project Sponsor or any guarantor or endorser of the Note and without any affirmative action or declaration on the part of the City; (b) The Restrictive Covenant shall remain as a restriction on the Property throughout the Affordability Period; and Page 31 of 40 (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 liabilities, damages, losses, judgments, and costs, including, but not limited to reasonable attorney's fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of Project Sponsor and persons employed or utilized by Project Sponsor in the performance of this Agreement. Project Sponsor shall, further, hold the City, its officials and/or employees, harmless for, and defend the City, its officials and/or employees against, any civil actions, statutory or similar claims, injuries or damages arising or resulting from the permitted work, even if it is alleged that the City, its officials and/or employees were negligent. These indemnifications shall survive the term of this Agreement. In the event that any action or proceeding is brought against the City by reason of any such claim or demand, the Project Sponsor shall, upon written notice from the City, resist and defend such action or proceeding by counsel satisfactory to the City. The Project Sponsor expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Project Sponsor shall in no way limit the responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, agents and instrumentalities as herein provided. The 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 shall require all Sub -contractor agreements, if applicable, to include a provision that they will indemnify the City. The Project Sponsor agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of the Project Sponsor in which the City participated either through review or concurrence of the Project Sponsor's actions. In reviewing, approving or rejecting any submissions by the Project Sponsor or other acts of the Project Sponsor, the City in no way assumes or shares any responsibility or liability of the Project Sponsor or Sub -contractor under this Agreements. Page 32 of 40 ARTICLE X TERMINATION The Project Sponsor acknowledges that this Agreement may be terminated if the Project Sponsor materially fails to comply with the terms contained herein. 10.1 Termination Because of Lack of Funds. In the event the City does not receive from its funding source funds to finance this Agreement, or in the event that the City's funding source de -obligates the funds allocated to finance this Agreement, the City may terminate this Agreement upon not less than twenty-four (24) hours prior notice in writing to the Project Sponsor. Said notice shall be delivered by certified mail, return receipt requested, or by in person delivery with proof of delivery. The City shall determine, in its sole and absolute discretion, whether or not funds are available. 10.2 Termination for Breach. The City may terminate this Agreement, in whole or in part, in the event the City reasonably determines that the Project Sponsor is not making (or causing to be made) sufficient progress with regard to the construction of the HOME Assisted Units (thereby endangering its ultimate performance under this Agreement) or is not complying with any material term or provision of this Agreement, following notice and the expiration of the applicable cure period. The City may terminate this Agreement, in whole or in part, in the event that the City reasonably determines that there exists an event of default under and pursuant to the terms of any other agreement or obligation of any kind or nature whatsoever of the Project Sponsor to the City, direct or contingent, whether now or hereafter due, existing, created or arising, which event of default has continued beyond any applicable cure period. 10.3 Upon the occurrence of an Event of Default and the expiration of any cure period (in those circumstances for which a cure period is otherwise provided in this Agreement), and unless the Project Sponsor's breach is waived by the City in writing, the City may, by written notice to the Project Sponsor, terminate this Agreement upon not less than twenty-four (24) hours prior written notice. Said notice shall be delivered by certified mail, return receipt requested, or by in person delivery with proof of delivery. Waiver of breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. The provisions hereof are not intended to be, and shall not be, construed to limit the City's right to legal or equitable remedies. ARTICLE XI SUSPENSION 11.1 The City may, for reasonable cause, suspend the Project Sponsor's authority to obligate funds under this Agreement or withhold payments to the Project Sponsor, pending necessary corrective action by the Project Sponsor, and may include: (a) Ineffective or improper use of the HOME Funds by the Project Sponsor; Page 33 of 40 (b) Failure of the Project Sponsor to comply with any material term or provision of this Agreement; (c) Failure of the Project Sponsor to submit any documents required by this Agreement; or (d) The Project Sponsor's submittal of incorrect or substantially incomplete documents. 11.2 The determinations and actions described in paragraph 11.1 above may be applied to all or any part of the activities funded pursuant to this Agreement. 11.3 The 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 HOME Program, the City may utilize any enforcement measures it deems necessary. 12.2 Renegotiation or Modification. Modification of provisions of this Agreement shall be valid only when in writing and signed by the parties 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 decrease s in budget allocations. 12.3 Right to Waive. The City may, for good and sufficient cause, as determined by the City in its sole and absolute discretion, waive provisions of this Agreement or seek to obtain such waiver from an appropriate authority. Waiver requests from the Project Sponsor shall be in writing. A waiver shall not be construed to be a modification of this Agreement. 12.4 Budget and HOME 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 HOME Loan to be granted hereunder is changed, or unless otherwise required by the City. A revision to the HOME eligibility activity titles under which this Agreement's objectives are classified shall not require an amendment hereto. Page 34 of 40 12.5 Disputes. In the event an unresolved dispute exists between the Project Sponsor and the City, the City shall refer the issue, including the views of all interested parties and the recommendation of the City, to the City Manager, his designee, or such other official of the City who shall be authorized to exercise the authority of the City Manager in this regard (the "City Manager") for determination. The City Manager will issue a determination within thirty (30) calendar days of receipt of a written request for resolution of the dispute and so advise the City and the Project Sponsor. In the event additional time is necessary, the City Manager will notify the interested parties within the thirty (30) day period that additional time is necessary. The Project Sponsor agrees that the City Manager's determination shall be final and binding on all parties, subject only to judicial review. 12.6 Headings. The article and paragraph headings in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. 12.7 Proceedings. The Agreement shall be construed in accordance with the laws of the State of Florida and any proceedings arising between the parties in any manner pertaining or relating to this Agreement shall, to the extent permitted by law, be held in Miami -Dade County, Florida. 12.8 Notices and Contact. All notices under this Agreement shall be in writing and addressed as follows: To City: With Copy To: To Project Sponsor: With Copy to: 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 Victoria Mendez City Attorney City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 Platform 3750 II, LLC 2100 Hollywood Blvd Hollywood, FL 33020 Attn: Mara S. Mades Brian J. McDonough Steams Weaver Miller Weissler Alhadeff & Sitterson, P.A. 150 West Flagler Street, Suite 2200 Miami, FL 33130 Page 35 of 40 Except as otherwise provided in this Agreement, notice shall be deemed given upon hand delivery or five (5) business days after depositing the same with the U.S. Postal Service. The address or designated representative of the parties may be changed by notice given in accordance with this section. 12.9 Conflicts with Applicable Laws. If any provision of this Agreement conflicts with any applicable law or regulation, only the conflicting provision shall be deemed by the parties hereto to be modified, or to be deleted if modification is inappropriate, to cause the provision to be consistent with the law or regulation. However, the obligations under this Agreement, as modified, shall continue and all other provisions of this Agreement shall remain in full force and effect. 12.10 Entire Agreement. This Agreement and its Exhibits and Schedules described as follows contain all the terms and conditions of the Agreement between the parties: Exhibit "A" Exhibit "B" Exhibit "C" Exhibit "D" Exhibit "E" Exhibit "F" Exhibit "G" Exhibit "H" Exhibit "I" Exhibit "J" Schedule A Legal Description Scope of Work /Project Schedule Budget Form of Disbursement Agreement Affirmative Marketing Procedures and. Responsibilities Form of Mortgage Form of Covenant Form of Rent Regulatory Agreement Signage Requirements Additional Insurance Requirements Permitted Senior Financing 12.11 WAIVER OF JURY TRIAL. NEITHER THE PROJECT SPONSOR NOR ITS SUBCONTRACTOR(S), NOR ANY OTHER PERSON LIABLE FOR THE RESPONSIBILITIES, OBLIGATIONS, SERVICES AND REPRESENTATIONS HEREIN, NOR ANY ASSIGNEE, SUCCESSOR, HEIR OR PERSONAL REPRESENTATIVE OF THE PROJECT SPONSOR, ITS SUBCONTRACTORS OR ANY OTHER PERSON OR ENTITY SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF THIS AGREEMENT, OR THE DEALINGS OR THE RELATIONSHIP BETWEEN OR AMONG SUCH PERSONS OR ENTITIES, OR ANY OF THEM. NEITHER THE PROJECT SPONSOR NOR ITS SUBCONTRACTORS, NOR ANY OTHER PERSON OR ENTITY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE PARTIES HERETO, AND THE PROVISIONS HEREOF SHALL BE SUBJECT TO NO EXCEPTIONS. NEITHER PARTY TO THIS AGREEMENT HAS IN ANY MANNER AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCES. Page 36 of 40 12.12 HCLC Award Memoranda. The award memoranda and decisions of the HCLC dated September 18, 2020 ("Award Memoranda") are hereby incorporated by reference. To the extent of any conflict between the Award Memoranda and the HOME Loan Documents and when interpreting the intent of the HOME Loan Documents, whichever provision is strictest will control. 12.13 Governing Law and Venue. This Agreement shall be construed and enforced pursuant to the laws of the State of Florida, excluding all principles of choice of laws, conflict of laws and comity. Any action pursuant to a dispute under this Agreement must be brought in Miami -Dade County and no other venue. All meetings to resolve said dispute, including voluntary arbitration, mediation, or other alternative dispute resolution mechanism, will take place in this venue. The parties both waive any defense that venue in Miami -Dade County is not convenient. 12.14 OMITTED 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 HOME Funds should be de -obligated for this Project. 12.16 Tenant Lottery. The selection of eligible tenants to occupy the HOME Assisted Units shall be from the results of a tenant lottery, which shall be conducted with a representative of the City of Miami present. In addition, the Project Sponsor and the HOME Assisted Units shall comply with the requirements of the City of Miami Ordinance #13645 regarding Resident Preference. 12.17 Costs, Including Attorney's Fees. In the event litigation, arbitration, or mediation, between the parties 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 Counterparts and Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding Page 37 of 40 on the party whose name is contained therein. Any party.providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. 12.20 The parties hereto agree that the Loan will be non recourse except that the exceptions to non -recourse liability applicable to any Permitted Senior Financing shall also apply to this Loan. 12.21 The Borrower has represented that no Florida documentary stamps or intangible taxes are required to paid on the Note or the Mortgage. The Borrower hereby agrees to indemnify and to defend and hold the Lender and all of its affiliates, successors, and assigns harmless against any and all documentary stamp taxes and intangible taxes, if any, imposed assessed or claimed as a result of or arising out of: (i) Lender's acceptance and/or ownership of the Note or Mortgage (or any other loan document pertaining to the loan referenced to therein); or (ii) the execution or delivery of the Note and the Mortgage (or any other loan document pertaining to the loan referred to therein) (it being understood that any reference herein to documentary stamp taxes and intangible taxes include any and all penalties, interest and attorneys' fees incurred by the Lender in connection therewith), and the Borrower agrees to pay any and all such documentary stamp taxes or intangible taxes upon demand. In the event of a failure by the Borrower to pay such documentary stamp taxes and intangible taxes upon demand and should the Lender elect to pay the same, all such charges shall be secured by the lien of the Note and the Mortgage and shall bear interest at the Default Rate, as provided in the Note, from the date of advance by the Lender until paid by the Borrower. The provisions of this Section shall survive repayment of the Notes and the satisfaction of the Note and Mortgage so long as a claim may be asserted by the State of Florida or any of its agencies. [Signature Pages to Follow] Page 38 of 40 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their undersigned officials as duly authorized. PROJECT SPONSOR: PLATFORM 3750 II, LLC, a Florida limited liability company By: Print Name: Mara S. Mades Title: Vice President WITNESSES Print N m . ,TA-v' -tt,? ¶ L- x io c' o i Print Name: TcLc/Son M 4r' ACKNOWLEDGMENT STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknot,Yedged before me by means off physical presence or O online notarization, this `7 day o 2021 by Mara S. Mades as Vice President of Platform 3750 II, LLC. She is personally kno vn to me or has produced as identification. (NOTARY PUBLIC SEAL) JACQ'UELINE SILVA Notary Public - State of Florida Commission GG 202744 m. Ex Tres Apr 2, 2022 f 0 JAGQUEL-UNESILVA Mary Public - State of Florida Commission # GG 202144 $y Comm. Expires Apr 2, 2022 tbrouiih National Katy/ Assn. Jacrp feline Silva Signature of Person Taking Acknowledgment (Printed, Typed, or Stamped Name of Notary Public) Serial Number, if any Page 39 of 40 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their undersigned officials as duly authorized. ATTEST: By: � odd Ha YYY Date: City ler APPROVED • : TO REQUIREMgNTS: By: Ann -Marie S Director of APPROVED AS TO DEPARTMENTAL REQUIREMENTS: gement By: Geor(e Mensah Director of the Department of Housing and Community Development CITY: CITY OF MIAMI, a municipal corporation of the State of Florida By: Arthur Noriega ", City Manager APPROVED AS : • RM AND CORRECT By: Vict City Page 40 of 40 EXHIBIT "A" LEGAL DESCRIPTION OF THE PROPERTY Leasehold Parcel — Platform 3750 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. 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)1 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 1 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'I 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 This Disbursement Agreement for HOME Investor nt Partnerships Program ("HOME") funds ("Agreement") is made as of this 11 day of 2021 by and between PLATFORM 3750 II, LLC, a Florida limited liabili compan (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 Very Low and Low -Income Households in the community; and WHEREAS, on September 18, 2020, the City's Housing and Commercial Loan Committee ("HCLC") approved an allocation of HOME Investment Partnerships Program funds in the amount of $1,948,000.00 (the "HOME Funds") to Project Sponsor for Project's hard and soft construction costs; and WHEREAS, the funding commitment of the City to the Project Sponsor for the HOME Funds is more fully described in that certain HOME Loan Agreement of even date herewith (the "HOME Agreement"); and WHEREAS, the Project Sponsor and the City desire to establish the mechanism whereby the Project Sponsor will apply to receive the HOME 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 The HOME Agreement establishes the conditions to the City's obligation to loan the HOME Funds to the Project Sponsor. The Project Sponsor may not request disbursement of funds pursuant to this Agreement until such funds are needed for the reimbursement of eligible costs. Provided the City is obligated to disburse the HOME Funds pursuant to the HOME Agreement, the City will disburse such funds in accordance with this Article I. 1.2 The Project Sponsor shall submit draw requests for the HOME Funds, which draw requests will be submitted not more frequently than one (1) time per month. The Project Sponsor will submit or cause to be submitted the following documentation to the City: (a) Hard Costs: (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 Page 1 of 6 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 HOME Funds for reimbursement of hard costs will include a Memorandum of Advance 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 final 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) Soft Costs: (i) A Request for Disbursement, in a form acceptable to the City, together with: (a) original invoices of those costs for which the Project Sponsor is requesting disbursement (If 50% or less of a soft cost is being requested from the City, a copy of the invoice can accompany the Request for Disbursement.), and (b) copies of the Project Sponsor's checks in payment of each soft cost for which disbursement is being requested. (ii) Within thirty (30) days of the date of each Request for Disbursement, the Project Sponsor shall submit to the City copies of its cancelled checks confirming final payment of each cost included in such Request for Disbursement. (iii) Each Request for Disbursement of soft costs must be signed by the Project Sponsor. (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 Page 2 of 6 J (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. (vi) Such other information and documents as the City may reasonably require. 1.3 The City Inspector will review the work that is incorporated into the Project and for which each Request for Disbursement of the HOME 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 fmds 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 HOME 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 HOME Funds by no later than fourteen (14) working 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. 1.8 The City shall retain five percent (5%) of the HOME Funds allocated to the Project Sponsor (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 HOME Agreement, shall be made in accordance with the City of Miami Department of Housing and Community Development Disbursement of Funds Checklist. Page 3 of 6 1.11 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. ARTICLE H MISCELLANEOUS 2.1 This Agreement may only be amended in writing by all the parties hereto. 2.2 This Agreement, the HOME 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 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 HOME Agreement. 2.4 In the event litigation, arbitration, or mediation, between the parties hereto, arises out of the terms ofthis 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 Counterparts and Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. IN WITNESS WHEREOF, this Agreement has been executed by the Project Sponsor and the City on the date first above written. [Signature Page Follows] Page 4 of 6 WITNESSES: 441 4?-4-1Q- Print Name: UrP11L- 11471.A t Q L/ Print Name: T4(16500 l P 14J J PROJECT SPONSOR'S ADDRESS: PLATFORM 3750 II, LLC 2100 Hollywood Blvd Hollywood, FL 33020 Attention: Mara S. Mades STATE OF FLORIDA COUNTY OF MIAMI-DADE PROJECT SPONSOR: PLATFORM 3750 II, LLC, a Florida limited liability company By: Print Name: Mara S. Mades Title: Vice President ACKNOWLEDGMENT The foregoing instrument was acknow edged before me by means of Q(physical presence or online notarization, this - day o arr-) , , 2021 by Mara S. Mades as Vice President of PLATFORM 3750 II, LLC. She is personally nown to me or has produced - as identification. (NOTARY PUBLIC SEAL) ,1ACQUELINE SILVA Notary Public - State of Florida Commission GO 202744 My Comm. Expires Apr 2, 2022 y Bonded throe h,National Notary Assn•fj 10:'};v" k.,, JACQUELINE SILVA l Notary Public • State of Florida NT, �1 Commission # GG 202744 `'', oy My Comm. Expires Apr 2, 2022 Bonded through National NotaryAssn.: 1arqueIirva Silva Signature of Person Taking Acknowledgment (Printed, Typed, or Stamped Name of Notary Public) Serial Number, if any Page 5 of 6 ATTEST: APPROVED AS i F RM AND CO B V i i oria Mendez Citttorney CITY: CITY OF MIAMI, a municipal corporation of the State of Florida By: Arthur Noiega V City Manager Page 6 of 6 EXHIBIT "E" AFFIRMATIVE MARKETING PROCEDURES AND RESPONSIBILITIES Note to all applicants/respondents: This form was developed with Nuance, the official HUD software for the creation of HUD forms. HUD has made available instructions for downloading a free installation of a Nuance reader that allows the user to fill-in and save this form in Nuance. Please see htto://portal.hud.aov/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 Ofnce of Fair Housing and Equal Opportunity OMB Approval No. 2529-0013 (exp.1 /31 /2021) 1 a. Project Name & Address (including City, County, State & Zip Code) Platform 3750 3750 South Dixie Highway Miami, FL 33133 Phone ( ) platforfn3750@theapartrnentoomer.com lb. Project Contract Number lc. No. of Units 066-32006 Id. Census Tract 189 ' le. Housing/Expanded Housing Market Area Housing Market Area: Miami CDC Expanded Housing Market Area: None If. Managing Agent Name, Address (including City, County, State & Zip Code), Telephone Number & Email Address Cornerstone Residential Management, LLC. 305-443-1716 Hollywood Blvd., Hollywood, FL 33020 nola,castillo@comerstonegrp.com 12. Application/Owner/Developer Name, Address (including City, County, State & Zip Code), Telephone Number & Email Address Platform 3750 Associates, Ltd. 305-4-43-1716 2100 Hollywood Blvd., Hollywood, FL 33020 nola.castillo@comerstonegrp.com 1 h. Entity Responsible for. Marketing (check all that apply) Owner I v ' Agent 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 1i. 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 Initial Plan Reason(s) for current update: Date of the First Approved AFHMP: 2b. HUD -Approved Occupancy of the Project (check all that apply) n Elderly 1 Y 1 Family n Mixed (Elderly/Disabled) L__1 Disabled 2c. Date of initial Occupancy Unknown 2d. Advertising Start Date Advertising must begin atleast 90 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 ] (which currently has To reopen a closed waiting list � (which currently has individuals) individuals) Previous editions are obsolete Form HUD-935.2A (12/2011) 3a Demographics of Project and Housing Market Area Complete and submitWorksheet 1. 3b. Targeted Marketing Activity Based on your completed Woricshert 1, indicate which demographic group(s) in the housing market area is/are least likely to apply for the housing without special outreach efforts. (check all that apply) 0 White Eilkrerican Indian or Alaska Native Asian 0✓ Black or African American (] Native Hawaiian or Other Pacific Islander El Hispanic or Latino ❑✓ Families with Children . OOther ethnic group, religion, etc. (specify) 0 Persons with Disabilities Two or more rams 4a. Residency Preference Is the owner requesting a residency preference? If yes, complete questions 1 through 5. ff no, proceed to Block 4b. (1) Type Please Select Type No (2) Is the residency preference area: The same as the AFHMP housing/expanded housing market area as identified in Block le? Please Select Yes or No The same as the residency preference area of the local PHA in whose jurisdiction the project is located? (3) What is the geographic area for the residency preference'? (Please Select Yes or No (4) What is the reason for having a residency preference? (5) How do you plan to periodically evaluate your residency preference to ensure that it is in accordance with the non-discrimination and equal opportunity requirements in 24 CFR 5.105(a)? Complete and submit Worksheet 2 when requesting a residency preference (see also 24 CFR 5.655(c)(1)) for residency preference requirements. The requirements in 24 CFR 5.655(cX1) 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 scrips, Internet advertisements, websites, and brochures, etc. Previous editions are obsolete Form HUD-935.2A (12/2011) - - a- A 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 El Real Estate Office n Model Unit 0 Other (specify) 5b.Affirmative Fair Housing Marketing Plan The AFHMP must be available for public inspection at the sales or rental office (24 CFR 200.625). Check below all locations where the AFHMP will be made available. 0 Rental Office El Real Estate Owe El 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. Rental Office El Real Estate Office Model Unit 0 Entrance to Project Daher (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 ot-r-olete Form HUD-935.2A (1212011) 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 requiredto take Fair Housing Basses annually through Cornerstone University. (4) Do you periodically assess staff skills on the use of the AFHMP and the application of the Fair Housing Act? (5) If yes, how and how often? Yes 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. Fairhousing 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 11 Beyond the Basics. Previous editions are obsolete Form HUD-935.2A (1212011) B. Additional Considerations Is there anything else you would like to tell us abdut 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 Approval Disapproval Signature & Date (mm/dd/yyyy) Signature & Date (mm/dd/yyyy) Names (type or print) Title Name (type or print) Title Previous editions are otzcolete Form HUD-935.2A (12/2011) _ &§t_a Public reporting burden for this collection of information is estimated to average six (6) hours per initial response, and four (4) hours for updated plans, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. This agency may not collect this information, and you are not required to complete this form, unless it displays a currently valid Office of Management and Budget (OMB) control number. Purpose of Form: All applicants for participation in FHA subsidized and unsubsidized multifamily housing programs with five or more units (see 24 CFR 200.615) must complete this Affirmative Fair Housing Marketing Plan (AFHMP) form as specified in 24 CFR 200.625; and in accordance with the requirements in 24 CFR 200.620. The purpose of this AFHMP is to help applicants offer equal housing opportunities regardless of race, color, national origin, religion, sex, familial status, or disability. The AFHMP helps owners/agents (respondents) effectively market the availability of housing opportunities to individuals of both minority and non -minority groups that are least likely to apply for occupancy. Affirmative fair housing marketing and planning should be part of all new construction, substantial rehabilitation, and existing project marketing and advertising activities. An AFHM program, as specified in this Plan, shall be in effect for each multifamily project throughout the life of the mortgage (24 CFR 200.620(a)). The AFHMP, once approved by HUD, must be made available for public inspection at the sales or rental offices of the respondent (24 CFR 200.625) and may not be revised without HUD approval. This form contains no questions of a confidential nature. Applicability. The form and worksheets must be completed and submitted by all FHA subsidized and unsubsidized'multifamily housing program applicants. INSTRUCTIONS: Send completed form and worksheets to your Local HUD Office, Attention: Director, Office of Housing Part 1: Applicant/Respondent and Project Identification. Blocks 1a, 1b, lc, 1g, 1h, and 1i areself- explanatory. Block 1d- 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. Previous editions are obsolete Part 2: Type of AFHMP Block 2a- Respondents should indicate the status of the AFHMP, i.e., initial or updated, as well as the date of the first approved AFHMP. Respondents should also provide the reason (s) for the current update, whether the update is based on the five-year review or due to significant changes in project or local demographics (See instructions for Part 9). Block 2b- Respondents should identify all groups HUD has approved for occupancy in the subject project, in accordance with the contract, grant, etc. Block 2c- Respondents should specify the date the project was/will be first occupied. Block 2d- For new construction and substantial rehabilitation projects, advertising must begin at least 90 days prior to initial occupancy. In the case of existing projects, respondents should indicate whether the advertising will be used to fill existing vacancies, to place individuals on the projects waiting list, or to re -open a closed waiting list. Please indicate how many people are on the waiting list when advertising begins. Form HUD 935.2A (12/2011) 1 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 market 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 govemment 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 v,'ork in a specified geographic area (see 24 CFR 5.655(cX1)(1i)). Respondents should indicate whether a residency preference is being utilized., and if so, respondents should specify if it is new, revised, or continuing. If a respondent wishes to utilize a residency preference, it must state the preference area (and provide a map delineating the precise area) and state the reason for having such a preference. The respondent must ensure that the preference is in accordance with the non- discrimination and equal opportunity requirements in 24 CFR 5.105(a) (see 24 CFR 5.655(c)(1)). Respondents should use Worksheet 2 to show how the percentage of the eligible population living or working in the residency preference area compares to that of residents of the project, project applicant data, census tract, housing market area, and expanded housing market area. The percentages would be the same as shown on completed Worksheet 1. Block 4b - Using Worksheet 3, respondents should describe their use of community contacts to help market the project to those least likely to apply. This table should include the name of a contact person, his/her address, telephone number, previous experience working with the target population(s), the approximate date contact was/will be initiated, and the specific role the community contact will play in assisting with affirmative fair housing marketing or outreach. Block 4c - Using Worksheet 4, respondents should describe their proposed method(s) of advertising to market to those least likely to apply. This table should identify each media option, the reason for choosing this media, and the language of the advertisement. Altemative formats) that will be used to reach persons with disabilities, and logo(s) that will appear on the various materials (as well as their size) should be described. Please attach a copy of the advertising or marketing material. Part 5 — Availability of the Fair Housing Poster, AFHMP, and Project Site Sign. Block 5a - The Fair Housing Poster must be prominently displayed in all offices in which sale or rental activity takes place (24 CFR 200.620(e)). Respondents should indicate all • locations where the Fair Housing Poster will be displayed. Block 5b -The AFHMP must be available for public inspection at the sales or rental office (24 CFR 200.625). Check all of the locations where the AFHMP will be available. Block 5c-The Project Site Sign must display in a conspicuous position the HUD -approved Equal Housing Opportunity logo, slogan, or statement (24 CFR 200.620(f)). Respondents should indicate where the Project Site Sign will be displayed, as well as the size of the Sign and the size of the logo, slogan, or statement. Please submit photographs of project site signs. Previous editions are obsolete Form HUD-935.2A (12/2011) Part 6 - Evaluation of Marketing Activities. Respondents should explain the evaluation process to be used to determine if they have been surrpssful 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 thepopulationidentified in the AFHMP, whether the advertiser and publicity cited in the current AFHMP are still appropriate, or whether advertising sources should be modified or expanded. Even i 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) kan 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 1e). 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. • Project's Applicant Data Census Tract Housing Market Area Expanded Housing Market Area Demographic Characteristics Project's Residents - % White 18.6 62 78.7 30.2 % Black or African American % Hispanic or Latino 11.5 i1 53.7 Ei1 . , % Asian . 0 1.4 % American Indian or Alaskan Native - 0.2 0.3 . % Native Hawaiian or Pacific islander 0 0 %Persons with Disabilities li 7.8 • - 10 %Famifieswith Chiren age of 18 underthe.8 ...._..._.. ..— Other (specify) p i E i SOR 1.1, TOM 1.2 SOR 3.5, TOM 2.5 a SOR &Two or more race vkAtt Worksheet 2: Establishing a Residency Preference Area (See AFHMP, Block 4a) Complete this Worksheetif 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) 'roject's • pplicant Data as determined n 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) SCR &Two or more 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. Box 161386, Miami, FL 33116 Phone: (305) 251-2819 Email: jazz0328@aol.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@aresofla.org Refer Applicants Chapter #: 215 Experience: Protecting and providing for the needs of the people with intellectual and developmental disabilities'. • 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, locatiosi of bulletin board, etc.) state any language(s) in which the material will be provided, identify any altemative 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 Populations) -- Methods of Advertising 1 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 Theapartrnentcomer.com Bulletin Boards • • Brochures, Notices, Flyers Other (specify) EXHIBIT "F" FORM OF MORTGAGE 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 Property Address: 3750 S. Dixie Hwy, Miami, Florida Note to Recorder: This mortgage is given to secure the financing under Part V of Chapter 420 of the Florida Statutes and is exempt from taxation pursuant to Section 420.513 Florida Statutes. LEASEHOLD MORTGAGE AND SECURITY AGREEMENT FOR PLATFORM 3750 II, LLC THIS MORTGAGE AND SECURITY AGREE NT (hereinafter referred to as the "Mortgage"), is executed and delivered the t( day of , 2021 by PLATFORM 3750 II, LLC, a Florida limited liabilitycompany whos address is 2100 Hollywood Blvd, Hollywood, FL 33020 (hereinafter collectively called "Mortgagor"), to the CITY OF MIAMI, a municipal corporation of the State of Florida, with offices at 444 S.W. 2nd Avenue, Miami, Florida 33130-1910 (hereinafter called "Mortgagee"). RECITALS WHEREAS, on June 28, 2019, the Mortgagee approved an allocation of One Million Nine Hundred Forty -Eight Thousand and 00/100 Dollars ($1,948,000.00) in HOME Investment Partnerships Program ("HOME") funds for construction of residential apartment units ("Project"); and WHEREAS, Mortgagor has delivered to Mortgagee that certain HOME Promissory Note for Platform 3750, 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 One Million Nine Hundred Forty -Eight Thousand and 00/100 Dollars ($1,948,000.00) (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 or notes from the Mortgagor in favor of the Mortgagee, in the original principal amount of One Million Nine Hundred Forty -Eight Thousand and 00/100 Dollars ($1,948,000.00) (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 possessed and in actual possession, situate in Miami -Dade County, Page 1 of 14 State of Florida, located at 3750 South Dixie Highway, Miami, Florida, legally described as follows: SEE EXHIBIT "A" ATTACHED HERETO 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. The Mortgagor does covenant with the Mortgagee that Mortgagor is indefeasibly seized of a leasehold estate in the Mortgaged Property that the Mortgagor has full power and lawful right to convey the leasehold estate in leasehold as aforesaid; that the Mortgaged Property is free from all encumbrances except as specified on Exhibit "B" hereto; 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 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 and the Loan Agreement of even date herewith (the "Agreement" or "Loan Agreement") and the 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 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 Page 2 of 14 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 parties hereto, 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 providing coverage on an "all risk" basis, in a sum not less than full insurable value, including flood insurance if requested by the Mortgagee, in a company or companies acceptable to the Mortgagee. The policy or policies of insurance shall 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 Page 3 of 14 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 notice and prior written approval of Mortgagee, 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 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, subject to the rights of tenants under the terms of their leases. 9. ACCELERATION OF MATURITY. That (a) in the event of any breach of this Mortgage or default on the part of the Mortgagor, which is not cured within thirty (30) days following written notice from the Mortgagee, or if such default cannot practicably be cured within thirty (30) days, then within such additional time as may be required to effect a cure, so long as (i) Page 4 of 14 the cure is commenced within thirty (30) days and is diligently prosecuted and (ii) the lack of a cure during such continuing cure period has no material adverse effect on the Mortgaged Property, 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 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, following the applicable notice and cure periods; or (d) in the event the Mortgagor shall fail, within ten (10) 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 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 materially adversely affect this Mortgage or the debt secured hereby; or (f) 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 monies secured hereby shall become due and payable forthwith, or thereafter, at the option of the Mortgagee, 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, 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, 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 Page 5 of 14 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 or, except as set forth in Section 6.5 of the Loan Agreement, 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 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 Page 6 of 14 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 r 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 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 Page 7 of 14 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) (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. The Mortgagor shall comply with all applicable local, state, and federal regulations in regards to the Property. (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 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 one and a half times the face amount of the Note, plus interest thereon, and any disbursements made for the payment of taxes, levies or insurance on the Page 8 of 14 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 which 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 specific performance, damages, reasonable attorneys' fees and court costs. This provision shall survive payment of the Note and termination of this Mortgage. Page 9 of 14 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 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 ON FOLLOWING PAGE Page 11 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 orinstrument 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 ON FOLLOWING PAGE r Page 11 of 14 IN WITNESS WHEREOF, the Mortgagor has hereunto set its hand and seal the day and year first above written. WITNESSES: i4 %At Print Name:'(o«2 (W Z 125 toe/ Print Name: , Lt. 1 �o7J 1114yuda PROJECT SPONSOR'S ADDRESS: Platform 3750 II, LLC 2100 Hollywood Blvd. Hollywood, FL 33020 Attention: Mara S. Mades STATE OF FLORIDA COUNTY OF MIAMI-DADE Mortgagor: Platform 3750 II, LLC, A Florida limited liability company By: Print Name: Mara S. Mades Title: Vice President ACKNOWLEDGMENT The foregoing instrument was acknoedged before me by means of El physical presence or O online notarization, this day ofjaa()e , 2021 by Mara S. Mades as Vice President of Platform 3750 II, LLC. She is personally known to me or has produced identification. (NOTARY PUBLIC SEAL) hV rr<F . JACQUELINE SILVA Notary Public - State of Florida Commission 4 GG 202744 My Comm. Expires Apr 2. 2022 Bonded through National Notary Assn. yr'a�s., JACQUELINE SILVA :°0< " Notary Public - State of Florida )J� Q- Commission # GG 202744 ..',pi' My Comm. Expires Apr 2, 2022 Bonded through National Notary Assn. Signature of Person Taking Acknowledgment Jacqueline Silva as (Printed, Typed, or Stamped Name of Notary Public) Serial Number, if any 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. Page 13 of 14 Exhibit B Permitted Encumbrances on the Mortgaged Property All permitted encumbrances on the Property are described in that certain Title Insurance Commitment (Order Number 19115328) issued by Old Republic National Title Insurance Company, effective as of October 28, 2020, as endorsed. Page 14 of 14 EXHIBIT "G" FORM OF COVENANT 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 Property Address: 3750 S Dixie Hwy, Miami, Florida DECLARATION OF RESTRICTIVE COVENANTS FOR PLATFORM 3750 This Declaration of Restrictive Covenants for Platform 3750 (the "Covenant") made this a day of , 2021 by PLATFORM 3750 II, LLC, a Florida limited liability company (hereinafter` efer� 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 long-term lessee of the property legally described in Exhibit A, attached and incorporated hereto; 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 Project Sponsor is developing a project that will, among other things, increase the supply of rental housing units for Very Low 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 a 14-floor mix -income residential building located at 3750 South Dixiw 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 twenty-nine (29) HOME -assisted units (the "HOME -Assisted Units") developed on the Property; and WHEREAS, the City's allocation of funds for the Project is subject to that certain HOME Investment Partnerships Program Loan Agreement for Platform 3750 (the "HOME Loan Agreement") and other loan documents of even date herewith between the City and the Project Sponsor (collectively the "Loan Documents"); and WHEREAS, Project Sponsor desires to make a binding commitment to assure that the HOME 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 of Miami -Dade County, Florida, this Covenant obligating the Project Sponsor, its successors, and assigns to maintain and operate the Property in accordance with the Loan Documents; and Page 1 of 12 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 HOME 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, transferees, 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: There shall be a total of twenty-nine (29) HOME Assisted Units in the Project that shall remain Affordable for eligible tenants. Six (6) of the twenty=nine (29) units shall remain affordable to Very Low Income households, and twenty-three (23) of the twenty-nine (29) units shall remain Affordable to Low Income households for the period of time commencing on the date ofthe Close -Out ofthe Project and ending forty-three (43) years thereafter (the "Expiration of the Affordability Period"). The twenty-nine (29) HOME Assisted Units shall consist of twenty-two (22) studio apartment units, five (5) one bedroom/one bathroom apartment units, and two (2) two bedroom/one-bathroom apartment units. "Very Low Income" shall mean a household whose annual income does not exceed fifty percent (50%) of the median income for the area, as determined by the U.S. Department of Housing and Urban Development, with adjustments and certain exceptions as provided in 24 CFR Part 92. "Low Income" shall mean a household whose annual income does not exceed eighty percent (80%) of the median income for the area, as determined by the U.S. Department of Housing and Urban Development, with adjustments and certain exceptions as provided in 24 CFR Part 92. The Affordability Period of this Project will be forty-three (43) years commencing on Close -Out of the Project. 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. 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: Except as provided in the Loan Documents, including the Permitted Senior Financing described therein, 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 Agreement. For the purposes of this Covenant, any change in the ownership or control ofthe 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, all Program Income (as Page 2 of 12 defined in 24 CFR Part 92) derived from or in connection with the Project, the Property and/or the Loans, and all unpaid fees, charges and other obligations of the Project Sponsor due under any of the HOME 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 theProperty 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. Section 8. Definitions: All capitalized terms not defined herein shall have the meanings provided in the HOME Loan Agreement. 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. Floating Units. HOME -Assisted Units shall be handled as "Floating Units," as described in 24 CFR 92.252(j). "In a project containing HOME -assisted and other units, the participating jurisdiction may designate fixed or floating HOME units. This designation must be made at the time of project commitment. Fixed units remain the same throughout the period of affordability. Floating units are changed to maintain conformity with the requirements of this section during the period of affordability so that the total number of housing units meeting the Page 3 of 12 requirements of this section remains the same, and each substituted unit is comparable in terms of size, features, and number of bedrooms to the originally designated HOME -assisted unit." Section 14. Costs, Including Attorney's Fees. In the event litigation, arbitration, or mediation, between the parties hereto, arises out of the terms of this Covenant, 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. Section 15. 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 12 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: Z—qt-1 Print Name:'./.Ft R 'DAL(- g 1VIO u !k4 PrintName: i PROJECT SPONSOR'S ADDRESS: Platform 3750 II, LLC 2100 Hollywood Blvd. Hollywood, FL 33020 Attention: Mara S. Mades STATE OF FLORIDA COUNTY OF MIAMI-DADE PROJECT SPONSOR: PLATFORM 3750 II, LLC, a Florida limited liability company By: Print Name: Mara S. Mades Title: Vice President ACKNOWLEDGMENT The foregoing instrument was ackno edged before me by means of E3131ysical presence or O online notarization, this aq day octn 0/ , 2021 by Mara S. Mades as Vice President of Platform 3750 II, LLC. lShe is personally kno n..to-me-or has produced as identification. (NOTARY PUBLIC SEAL) JACQUELINE SILVA ) Notary Public - State of Florida Commission # GG 202744 nod My Comm. Expires Apr 2, 2022 9onded through National Notary Assn. JACQUELINE SILVA N®{9fy Public • State of Florida Um/illation # GG 202744 �i�dfNin, 57tpires Apr 2, 2022 ;` tr04l�II National Notary Assn. /rirli Jacqueline Silva Signature of Person Taking Acknowledgment (Printed, Typed, or Stamped Name of Notary Public) Serial Number, if any Page 5 of 12 AT EST odd :. Hannon City Jerk STATE OF FLORIDA COUNTY OF MIAMI-DADE CITY OF MIAMI, a municipal corporation of e State of Florida By: Arthur Noga City Manager The foregoing instrument was acknowledged before me by means offphysical presence or Cl online notarization, this 1( day of , by Arthur Noriega V, as City Manager for the City of Miami, a municipal corporation of the State of Florida, on behalf of the municipal corporation. He/she is personall known tome or has produced as identification. (NOTARY PUBLIC SEAL) • If Ir ;ta+% OFEUAE. PEREZ MY COMMISSION # GG 360880 EXPIRES: August 2, 2023 'ttgr,r;°,•▪ * Bonded Thru Notary Pudic Unde vaitery Approved by Housing and Community Development Department: George Mensa Director A .roved - to gal '• rm and correctness: ez, Esq. ey Sature of Person Taking -know e•gment (Printed, Typed, or Stamped Name of Notary Public) Title or Rank Serial Number, if any Page 6 of 12 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. 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 , and recorded in the Public Records of Miami -Dade County, Florida ("Records") on , 2021 in Official Records Book , at Page , 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 "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 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 Page 10 of 12 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 acknowl ged before me by means of `CJ physical presence or O online notarization, this 7 day of 4, c; , 2021 by Mara S. Mades as Vice President of Platform 3750 II, LLC. She is personally kn n to me or has produced as identification. (NOTARY PUBLIC SEAL) JACQUELINE SILVA t Notary Public - State of Florida Commission 4 GG 202744 ,...or tom?: My Comm. Expires Apr 2, 2022 bonded through National Notary Assn. (') JACQUELINE SILVA Notary Public - State of Florida CAmmiuian ♦ GG 202744 team7,, 2922 7 *mama aaatillyA.1 Signature of Person Taking Acknowledgment Jacqueline Silva Page 11 of 12 ST: Tod :. Hannon City Date: 1 11 i /AO APPROVE P • S ' S FORM AND C�}RRE SS: fYictoria Men City Attorn I CITY: CITY OF MIAMI, a municipal corporation of the State ofilllorida By: Arthur Noriega City Manager Page 12 of 12 EXHIBIT "H" 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 Tel: (305) 416-1800 Property Address: 3750 S. Dixie Hwy, Miami, Florida RENT REGULATORY AGREEMENT FOR PLATFORM 3750 THIS RENT REGULATORY AGREEMENT ("Regulatory Agreement") is entered into this 1 I day of e&ructc4p , 2021, between PLATFORM 3750 II, LLC, a Florida limited liability company ( reinafte to as "Borrower") and the CITY OF MIAMI, a municipal corporation of the State of Florida (hereinafter referred to as the "City"). The execution of this Regulatory Agreement by the Borrower is in connection with the loan of HOME Investment Partnerships Program ("HOME") funds, (the "Loan"), secured by certain loan documents to be executed in connection therewith (the "Loan Documents"), for the construction of a total of twenty-nine (29) residential apartment units. All twenty-nine (29) of the residential apartment units will be HOME -assisted units (the "HOME -Assisted Units") of that certain project known as Platform 3750. The project will be a 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 HOME Loan Agreement to be executed by the Borrower and the City for the HOME funds (the "Agreement"), and (ii) the other Loan documents of even date therewith between the Borrower and the City, twenty-nine (29) of the total one hundred ninety-one (191) Project units are considered "HOME -Assisted" and all of the HOME -Assisted Units are subject to the restrictions provided herein. The twenty-nine (29) HOME -Assisted Units shall be "floating" units, meaning that they are not specifically designated units, but that any twenty-nine (29) of the total one hundred ninety-one (191) Project units shall be, at any one time, in compliance with the HOME -Assisted requirements set forth herein. Borrower hereby agrees to the following terms, conditions and covenants until the end of the Affordability Period: (1) Occupancy Requirements. The HOME -Assisted Units shall be made available to tenants who qualify under the occupancy requirements of 24 CFR Part 92 (hereinafter referred to as the "Regulation"). The HOME -Assisted Units are subject to the restrictions provided therein and herein, including, but not limited to, the following: Six (6) of the HOME Assisted Units shall be occupied by Very Low -Income Households. As defined in the Regulation, Very Low -Income Households have annual incomes that do not exceed fifty percent (50%) of area median income, as determined by the U.S. Department of Housing and Urban Development ('HUD") and adjusted for family size. The remaining twenty-three (23) HOME -Assisted Units shall be occupied by Low -Income Households. As defined in the Regulation, Low -Income Households have annual incomes that do not exceed eighty percent (80%) of the median income for the area, as determined by HUD and adjusted for family size. Page 1 of 15 (2) Maximum Rent Levels. The rents charged on all of the HOME -Assisted Units shall be subject to the Regulation. Gross monthly rent charged on HOME -Assisted Units occupied by tenants identified as Very -Low Income are subject to the maximum LOW HOME Rent published annually by HUD for each locality. Gross monthly rent charged on HOME -Assisted Units occupied by tenants identified as Low -Income are subject to the maximum HIGH HOME Rent published annually by HUD. The HIGH and LOW HOME Rent maximums for leases signed in Miami, Florida effective as of July 1, 2020 are as follows: No. of HOME- - No. of Bedrooms High HOME Rent Maximum Low HOME Rent Maximum Assisted Units 2 Studio -- $800 20 Studio $1,020 -- 2 1 $857 3 1 $1,094 2 2 $1,028 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 HOME -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. In the event that the HOME Assisted Units are also benefitted from a federal or state rent subsidy program, then the rents outlined above may be set at the applicable rent standard established by that rent subsidy program in compliance with 24 CFR 252 (b)(2). (3) Income Re -certification. Tenant income for HOME -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 this Regulatory Agreement. (4) Deposits and Pre -payments. Borrower shall not require, as a condition of occupancy or leasing of any HOME -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 HOME -Assisted Units shall not contain any of the following provisions: Page 2 of 15 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. 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 HOME -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. g. 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 HOME -Assisted Units. (7) Inspections. The Borrower agrees to submit the HOME -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. Page 3 of 15 At any time other than an annual inspection, the City may, in its discretion, inspect any HOME -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. (8) Record -keeping. The Property, including the HOME -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 HOME -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 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: Platform 3750 II, LLC. 2100 Hollywood Blvd. Hollywood, FL 33020 Attention: Leon J. Wolfe Brian J. McDonough Stearns Weaver Miller Weissler Alhadeff and Sitterson, P.A. 150 West Flagler Street Suite 2200 Miami, FL 33130 Page 4 of 15 To City: City of Miami Department of Housing and Community Development One Flagler Building 14 Northeast ls` Avenue, Second Floor Miami, Florida 33132 Attn: George Mensah, Director 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 HOME -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 HOME -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 HOME -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) Term. This Regulatory Agreement shall be effective until the expiration of the Affordability Period. On the Expiration of such period, this Regulatory Agreement Page 5 of 15 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. (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 of the other provisions of the 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) 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. (21) Counterparts and Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. Page 6 of 15 (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 7 of 15 THIS REGULATORY AGREEMENT has been executed and delivered as of the day and year first above written. WITNESSES:yi Print Name -'1,(4 iY 71 % 10qvt Print Name: " (J4 k 4 MA do PROJECT SPONSOR'S ADDRESS: Platform 3750 II, LLC 2100 Hollywood Blvd. Hollywood, FL 33020 Attention: Mara S. Mades STATE OF FLORIDA COUNTY OF MIAMI-DADE PROJECT SPONSOR: PLATFORM 3750 II, LLC, a Florida limited liability company By: Print Name: Mara S. Mades Title: Vice President ACKNOWLEDGMENT The foregoing instrument was acknow�l ,dged before me by means of physical presence or O online notarization, this -7 day of ,-Z 101 , 2021 by Mara S. Mades as Vice President of Platform 3750 II, LLC. She is personally kno n to me or has produced as identification. (NOTARY PUBLIC SEAL) JACQUELINE SILVA Notary Public - State of Florida M ` Commission n GG 202744 My Comm. Expires Apr 2, 2022 °or Pd1nr o^ ? `• Notary Public - State of Florida `= Commission # GG 202744 ' r•.. My Comm. Expires Apr 2, 2022 Bonded through National Notary Assn. i cque9 �e �1614�i Signature of Person Taking Acknowledgment (Printed, Typed, or Stamped Name of Notary Public) Serial Number, if any Page 8 of 15 ATTE tridd B ; Hannon City C1er� Date: 7 1 -9-I APPROVED AND CO r'ctoriaflnc City Attorney FORM ESS: CITY: CITY OF MIA I, a municipal corporation of the State of 1rida Arthur Ndriega City Manager Page 9 of 15 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. Page 10 of 15 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 ("Project"), which loan is secured by a mortgage ("Security Instrument") dated as of , and recorded on , 2021 in Official Records Book at Page , 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 defmitions: "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 11 of 15 "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 12 of 15 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. Page 13 of 15 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 acknoww dged before me by means of fl physical presence or O online notarization, this 'f day o ex./70 '', 2021 by Mara S. Mades as Vice President of Platform 3750 II, LLC. She is personally kno n to me or has produced as identification. (NOTARY PUBLIC SEAL) JACQUELINE SILVA Notary Public - State of Florida Commission ft GG 202744 My Comm. Expires Apr 2, 2022 Bonded through National Notary Assn. 3acquel Signature of Person Taking Acknowledgment ;;;yr'n��••,, JACQUELINESILVA ', \ Notary Public • State of Florida Commission ti GG 202744 ?bfgh My Comm. Expires Apr 2, 2022 Bonded through National Notary Assn, Page 14 of 15 ATT : ST: odd ' Hannon City Date: APPROV AND ictoria Mend ity Attorne}' / TO FORM TN CITY: CITY OF MIAMI, a municipal corporation of the State of Flida By: hur • riega City Ma . ger Page 15 of 15 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. Page 10 of 15 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 ("Project"), which loan is secured by a mortgage ("Security Instrument") dated as of , and recorded on , 2021 in Official Records Book -at Page o.f 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 11 of 15 "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 12 of 15 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. Page 13 of 15 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 acknowledged before me by means of physical presence or O online notarization , this 1 day o anuo , 2021 by Mara S. Mades as Vice President of Platform 3750 II, LLC. Sh_e_ is personally kno n to me or has produced as identification. (NOTARY PUBLIC SEAL) JACQUELINE SILVA Notary Public - State of Florida Commission = GG 202744 My Comm. Expires Apr 2, 2022 Bonded through National Notary Assn, p ]acquefie Silva Signature of Person Taking Acknowledgment ��yr'6� JACQUELINE SILVA `:° • ,,, Notary Public • State of Florida ,y . Commission # GG 202744 ,,,gf,p,,,, My Comm. Expires Apr 2, 2022 Bonded through National Notary Assn, Page 14 of 15 til*-1) odd Hannon City l Date: ATT : ST: APPROV'TO FORM AND Cs('�RRB THE ictoria Mendez laity Attorney/ CITY: CITY OF MIAMI, a municipal corporation of the State of Florida By: riega City Mat4ager Page 15 of 15 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 © Pantone 117 C • Pantone 871 C ■ Black Font size: 230 pt Font size: 314 pt Font size: 168 pt Font size: 192 pt Font size: 175 pt Font size: 165 pt Font size: 270 pt EXHIBIT "J" ADDITIONAL INSURANCE REQUIREMENTS EXHIBIT J INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE - Platform 3750 Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $1,000,000 B. Endorsements Required City of Miami included as an Additional Insured Employees included as insured Independent Contractors Coverage Contractual Liability Waiver of Subrogation Premises/Operations Explosion, Collapse and Underground Hazard Incidental Medical Malpractice Loading and Unloading Mobile Equipment (Contractors Equipment) whether owned, leased, Borrowed, or rented by the contractor or employees of the contractor II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami included as an Additional Insured Insurance Exhibit 1 III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation IV. Employer's Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident. $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit V. Umbrella Policy A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit $ 1,000,000 Each Occurrence $ 1,000,000 Aggregate $ 2,000,000 VI. Owners Contractors Protective A. Limits of Liability Each Occurrence $ 1,000,000 Aggregate $ 1,000,000 VII. Performance Bond Obligee Rider — City of Miami VIII. Builders' Risk (Project Sponsor or General Contractor) A. Limits of Liability- to be determined by according the terms of the Construction contract. B. Endorsements Required • "All Risk Form • Non -Reporting Form -Completed Value • Specific Coverage (Project Location and Description) • Loss or Damage to building material, and property of every kind and description, including insured's property to be used in, or incidental to construction Insurance Exhibit 2 • Business Interruption • Boiler and Machinery • Transit • Foundation Coverage • Scaffolding and Forms Coverage • Plans, Blueprints, and Specifications coverage • Collapse • Flood, including inundation, rain, seepage, and water damage • Earthquake • Subsidence • Windstorm including hurricane • Freezing and Temperature Extremes or changes coverage • Ordinance or buildings laws • Theft or Burglary • Coverage for loss arising out of Faulty Work or Faulty Materials • Coverage for loss arising out of Design Error or Omission • Testing • Debris Removal • Soft (Additional Financing) Costs Coverage • Replacement Cost Valuation • Coinsurance Requirements Waived • Maintenance of Insurance Coverage through warranty period 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. Companies authorized to do business in the State of Florida with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A" as to management and no less than "Class V" as to financial strength by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey or its equivalent. All policies and/or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. Insurance Exhibit 3 SCHEDULE A PERMITTED SENIOR FINANCING 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. 3. City of Miami ("County") Miami Forever Bond funds in the amount of $3,500,000, evidenced by a Promissory Note and secured by a Leasehold Mortgage both from Borrower in favor of City. 233q$ - Exhibit K Certificate of Compliance with Fla. Stat. § 218.38 The undersigned, , and as the and respectively, of ("Developer") hereby certify to the City of Miami ("City" and "Lender") that: 1) The City of Miami has received a final judgement order validating its multiple series of Miami Forever Capital Programs Bonds ("Bonds"). The projects to be financed by the Bonds will be undertaken by the City to, among other things, reduce flooding risks, to improve stormwater infrastructure, to improve affordable housing, economic development, parks, cultural facilities, streets, and infrastructure and to enhance public safety within the City's limits. 2) From the Bonds funds, the City as Lender will loan Dollars ($ ) to the Developer to fund the construction and completion of units of affordable housing to be located at , Miami, Florida Project"). (" 3) To the best of our knowledge, no finder's fees have been paid in connection with the Miami Forever Capital Programs for the Project receiving funding from the Bonds in compliance with Florida Statute § 218.386. Florida Statute § 218.386 states "no underwriter, commercial bank, investment banker, financial consultant, or adviser shall pay any finder any bonus, fee, or gratuity in connection with the sale of general obligation bonds or revenue bonds issued by any unit of local government, unless full disclosure is made to the unit of local government prior to or concurrently with the submission of a purchase proposal for bonds by the underwriter, commercial bank, investment banker, or financial consultant or adviser and subsequently in the official statement or offering circular, if any, detailing the name and address of any finder and the amount of bonus, fee, or gratuity paid to such finder." Willful violation of this section is a felony in the third degree. Print Name: Signature: Title: Date: 1) 2) 3) PROMISSORY NOTE (HOME FUNDS) FOR PLATFORM 3750 IL LLC Miami, Florida $1,948,000.00 1I , 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 One Million Nine Hundred Forty - Eight Thousand and 00/100 Dollars ($1,948,000.00), 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 development costs for Platform 3750, a rental Project, as described more fully in that certain HOME Loan Agreement between the Maker and the Lender of even date herewith (the "HOME Loan Agreement"). All capitalized terms not defined herein shall have the meanings provided in the HOME Loan Agreement and the Exhibits thereto. This Promissory Note is secured by that certain Leasehold Mortgage and Security Agreement (the "HOME 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, Florida (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 laws, by or against any maker hereof which shall continue beyond any applicable cure period set forth in the HOME Loan Agreement; (d) any uncured breach, following notice of breach and the expiration of applicable cure period(s), by the Maker of any of the terms, covenants or conditions set forth in the HOME Loan Agreement, the HOME 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 HOME Loan Agreement. Upon the occurrence of any of the foregoing events, and in addition to any other remedies provided in the Home Loan Agreement, the amount of the Funds disbursed, together with interest accrued thereon at the rate provided herein, all Program Income 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 6 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 HOME 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 HOME Loan Agreement. If this Promissory Note becomes in default and is placed in the hands of an attorney for collection, then each Party hereto shall 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, and (iii) City of Miami ("City") Miami Forever Bond funds in the original principal amount of $3,500,000, evidenced by a Promissory Note and secured by a Leasehold Mortgage both from Maker in favor of the City. 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. Page 2 of 6 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 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%) 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 commencing on the date immediately fo Ilowing 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 highest rate allowable by law from the date of disbursement, without notice to the Maker 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 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 Section 12.20 of the Loan Agreement, 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 Page 3 of 6 ANY PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER EXTENDING THE LOAN EVIDENCED BY THIS PROMISSORY NOTE. Page 4 of 6 WITNESSES: MAKER: 4"/(11-1. C°2-4/(17.---" Print Name: `-4. 1Ftl rr1 -1A itTfiAv1 f-- Print Name: let-t'O(Vi MAKER'S ADDRESS: Platform 3750 II, LLC 2100 Hollywood Blvd. Hollywood, FL 33020 Attention: Mara S. Mades STATE OF FLORIDA COUNTY OF MIAMI-DADE PLATFORM 3750 II, LLC, a Florida limited liability company By:'Print Name: Mara S. Mades Title: Vice President ACKNOWLEDGMENT The foregoing instrument was acknowledged before me by means of ©"physical presence or O online notarization, this 7 day of.. cexi , 2021 by Mara S. Mades as Vice President of Platform 3750 II, LLC. She is personally known to r nne_or has produced as identification. ,/s (NOTARY PUBLIC SEAL) JACQUELINE SILVA Notary Puolic - State of Florida Commission # GG 202744 ;..'oF ei°.- My Comm. Expires Apr 2, 2022 Bonded through National Notary Assn. JACQUELINE SILVA Inc: Notary Public - State of Florida Commission # GG 202744 .oF AMy Comm. Expires Apr 2, 2022 Bonded through National Notary Assn. Signature of Person Taking Acknowledgment 3ace u ine SEka (Printed, Typed, or Stamped Name of Notary Public) Serial Number, if any Page 5 of 6 133(6- Attachment 1 Platform 3750 located at 3750 S. Dixie Highway, Miami, Florida 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 construction ofthe project. Upon the Close -Out ofthe Project, the loan will be converted to a 43-year permanent loan that shall 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. The City may, at its sole discretion, forgive all remaining indebtedness and other sums due on the Loan and release all documents given as collateral security for no additional consideration at its maturity. If during the Affordability Period any HOME 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, all Program Income derived therefrom or in connection therewith, and all unpaid fees, charges and other obligations of the Maker due under any of the Loan Documents Page 6 of 6 Q33((5- CFN: 20210075625 BOOK 32322 PAGE 134 DATE:01/29/2021 12:21:54 PM HARVEY RUVIN, CLERK OF COURT, MIA-DADE TY 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 Property Address: 3750 S. Dixie Hw , Miami, Florida Note to Recorder: This mortgage is given to secure the financing under Part V of Chapter 420 of the Florida Statutes and is exempt from taxation pursuant to "Section 420.513 Florida. Statutes. LEASEHOLD MORTGAGE AND SECURITY AGREEMENT FOR PLATFORM 375011, LLC THIS MORTGAGE AND SECURITY AGREEM NT (hereinafter referred to as the "Mortgage"), is executed and delivered the - G day of 2021 by PLATFORM 3750 II, LLC, a Florida, limited liability company wh se addres is 2100 Hollywood Blvd, Hollywood, FL 33020 (hereinafter collectively called "Mo agor"),o the CITY OF.MIAMI, a municipal corporation of the. State of Florida, with offices at 444 S.W. 2"d Avenue, Miami, Florida 33130-1910 (hereinafter called "Mortgagee"). RECITALS WHEREAS, on June 28, 2019, the Mortgageeapproved an allocation of One Million Nine Hundred Forty -Eight Thousand and 00/100 Dollars ($1,948,000.00) in HOME Investment Partnerships Program ("HOME") funds for construction of residentialapartment units ("Project"); and WHEREAS, Mortgagor has delivered to Mortgagee that certain HOME Promissory Note for Platform 3750, 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, %cure advances and any other evidence of indebtedness evidenced by said Promissory Note) (the "Note"), which Note evidences the Indebtedness in the amount of One Million Nine Hundred Forty -Eight Thousand and 00/100 Dollars (S1,948,000.00) (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 or notes from the Mortgagor in favor of the Mortgagee, in the original principal amount of One Million Nine Hundred Forty -Eight Thousand and 00/100 Dollars ($1,948,000.00) (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 possessed and in actual possession, situate in Miami -Dade County, Page 1 of 14 CFN: 20210075625 BOOK 32322 PAGE 135 State of Florida, located at 3750 South Dixie Highway, Miami, Florida, legally described as follows: SEE EXHIBIT "A" ATTACHED HERETO 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. The Mortgagor does covenant with the Mortgagee that. Mortgagor is indefeasibly seized of a leaseho Id estate in the Mortgaged Property that the Mortgagor has full power and lawful right to convey the leasehold estate in leasehold as aforesaid; that the Mortgaged Property is free from all encumbrances except as specified on Exhibit "B" hereto; 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 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 and the Loan Agreement of even date herewith (the "Agreement" or "Loan Agreement") and the 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 TIIE 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 al] 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 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 Page 2 of 14 CFN: 20210075625 BOOK 32322 PAGE 136 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. 1f, 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 parties hereto, 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 providing coverage on an "all risk" basis, in a sum not less than full insurable value, including flood insurance if requested by the Mortgagee, in a company or companies acceptable to the Mortgagee. The policy or policies of insurance shall 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 Page 3of14 CFN: 20210075625 BOOK 32322 PAGE 137 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 notice and prior written approval of Mortgagee, 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 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, subject to the rights of tenants under the terms of their leases. 9. ACCELERATION OF MATURITY. That (a) in the event of any breach of this Mortgage or default on the part of the Mortgagor, which is not cured within thirty (30) days following written notice from the Mortgagee, or if such default cannot practicably be cured within thirty (30) days, then within such additional time as may be required to effect a cure, so long as (i) Page 4of14 CFN: 20210075625 BOOK 32322 PAGE 138 the cure is commenced within thirty (30) days and is diligently prosecuted and (ii) the lack of a cure during such continuing cure period has no material adverse effect on the Mortgaged Property, 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 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, following the applicable notice and cure periods; or (d) in the event the Mortgagor shall fail, within ten (10) 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 in the event of the passage of any law changing in any way or respect the Iaws now in force for the taxation of mortgages or debts secured thereby, or the manner of collection of any such taxes, so as to materially adversely affect this Mortgage or the debt secured hereby; or (f) 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 monies secured hereby shall become due and payable forthwith, or thereafter, at the option of the Mortgagee, 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, 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, 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 Page 5 of 14 CFN: 20210075625 BOOK 32322 PAGE 139 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 ofthe recording of this Mortgage. 14. APPOLNTMENT 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 tothe 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 or, except as set forth in Section 6.5 of the Loan Agreement, 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 shalt become immediately due and payable, at the option ofthe 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 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 ofthe 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 Page 6 of 14 CFN: 20210075625 BOOK 32322 PAGE 140 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 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 empowersthe 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 ofa 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 Page 7 of 14 CFN: 20210075625 BOOK 32322 PAGE 141 utilized in connection with the real property encumbered by this Mortgage shall at all times and for all purposes, in al] proceedings both legal and equitable, be deemed a part of the real property encumbered by this Mortgage. 19. CARE OF PROPERTY. (a) (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. The Mortgagor shall comply with all applicable local, state, and federal regulations in regards to the Property. (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 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 one and a half times the face amount of the Note, plus interest thereon, and any disbursements made for the payment of taxes, levies or insurance on the Page 8 of 14 CFN: 20210075625 BOOK 32322 PAGE 142 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 which 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 specific performance, damages, reasonable attorneys' fees and court costs. This provision shall survive payment of the Note and termination of this Mortgage. Page 9 of 14 CFN: 20210075625 BOOK 32322 PAGE 143 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 guarantors) 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 representationsand warranties shall survive the closing of the Loan and any bankruptcy proceedings. 26. SEVERA.BILITY 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 CFN: 20210075625 BOOK 32322 PAGE 144 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 ON FOLLOWING PAGE Page 11 of 14 CFN: 20210075625 BOOK 32322 PAGE 145 IN WITNESS WHEREOF, the Mortgagor has hereunto set its hand and seal the day and year first above written, Print Name: .. W /Pm ar6en rff, Print Name: Mark MEtf i PROJECT SPONSOR'S ADDRESS: Platform 3750 If, LLC 2100 Hollywood BIvd. Hollywood, FL 33020 Attention: Mara S. Mades STATE OF FLORIDA COUNTY OF MIAMI-DADE Mortgagor: Platform 3750 ]LI, LLC, A Florida limited liability company By: Print Name; Mara S. Mades Title: Vice President ACKNOWLEDGMENT The foregoing instrument was acknowl dged online notarization, this /3 day ofgi .x ,i PIatform 3750 II, LLC. She11 krtb identification. (NOTARY PUBLIC SEAL) before me by means of ®'physical presence or O , 2021 by Mara S. Mades as Vice President of is personally wn to me or has produced IP;;;64G _ JACQUELINE SILVA r • f: Notary Public - State of Florida I 4 4.1 Commission # GG 202744 1 " o_rr,1 My Comm. Expires Apr 2, 2022 1 Bonded through National Notary Assn. Signature of Person Taking as Acknowledgment Jacqueline Silva (Printed, Typed, or Stamped Name ofNotary Public) • — a'. "` :� — -- "— ''':sY4z JACQUELINE SILVA ,�`'a Notary Public - State of Florida T P; fiGG 2 l744 Serial Nuite2�4 °c rtyyMy Comm. Expires Apr 2, 2022 HondQd through National Notary Assn. Page 12 of 14 CFN: 20210075625 BOOK 32322 PAGE 146 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 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 36] 5, PAGE 319 AND DEED BOOK 3388, PAGE 338, OP 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. 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-DADS 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 1, 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 1 AT PAGE 140 OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA ; THENCE NO1°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 TO 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; TIIENCE NOO"54'45"W 144.82 FEET TO A POINT ON THE SOUTHERLY RIGHT OF WAY LINE OF SOUTH DIXIE 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.I) ALSO BEING THE ARC OF A 1188.78 FOOT RADIUS CURVE CONCAVE 19129641-v1 11944-0051 Legal Description - Platform 3750 CFN: 20210075625 BOOK 32322 PAGE 147 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 FEET ALONG TI IE WEST RIGHT OF WAY LINE OF SW 37TH1 AVENUE (DOUGLAS ROAD); THENCE SO1°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 OFN89°49'30"E ALONG THE CENTERLINE OF DAY AVENUE, LYING AND BEING IN MIAMI-DADE COUNTY, FLORIDA. 119129641-v1 11944-0051 Legal Description - Platform 3750 0233ys CFN: 20210075625 BOOK 32322 PAGE 14 Exhibit B Permitted Encumbrances on the Mortgaged Property All permitted encumbrances on the Property are described in that certain Title Insurance Commitment (Order Number 19115328) issued by Old Republic National Title Insurance Company, effective as of October 28, 2020, as endorsed. Page 14 of 14 arz55ys CFN: 20210075623 BOOK 32322 PAGE 10 DATE:01/29/2021 12:21:54 PM HARVEY RUVIN, CLERK OF COURT, MA-DADE TY Prepared byy, 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 Property Address: 3750 S Dixie Hwy, Miami, Florida DECLARATION OF RESTRICTIVE COVENANTS FOR PLATFORM 3750 This eclaration of Restrictive Covenants for Platform 3750 (the "Covenant") made this f . day of _ 21 by PLATFORM 3750 II, LLC, a Florida limited liability company (hereina r eferred as "Project Sponsor"), is in favor of the CITY OF LVIIAMI, a municipal corporati f the St e of Florida (hereinafter referred to as the "City"). RECITALS WHEREAS, the Project Sponsor is the long-term lessee of the property legally described in Exhibit A, attached and incorporated hereto; 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 Project Sponsor is developing a project that will, among other things, increase the supply of rental housing units for. Very Low 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 a 14-floor mix -income residential building located at 3750 South Dixiw 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 twenty-nine (29) HOME -assisted units (the "HOME -Assisted Units") developed on the Property; and WHEREAS, the City's allocation of funds for the Project is subject to that certain HOME Investment Partnerships Program Loan Agreement for Platform 3750 (the "HOME Loan Agreement") and other loan documents of even date herewith between the City and the Project Sponsor (collectively the "Loan Documents"); and WHEREAS, Project Sponsor desires to make a binding commitment to assure that the. HOME 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 of Miami -Dade County, Florida, this Covenant obligating the Project Sponsor, its successors, and assigns to maintain and operate the Property in accordance with the Loan Documents; and Page 1 of 12 CFN: 20210075623 BOOK 32322 PAGE 106 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 Mat the HOME 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, transferees, 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: There shall be a total of twenty-nine (29) HOME Assisted Units in the Project that shall remain Affordable for eligible tenants. Six (6) of the twenty=nine (29) units shall remain affordable to Very Low Income households, and twenty-three (23) of the twenty-nine (29) units shall remain Affordable to Low Income households for the period of time commencing on the date of the Close -Out of the Project and ending forty-three (43) years thereafter (the "Expiration of the Affordability Period"). The twenty-nine (29) HOME Assisted Units shall consist of twenty-two (22) studio apartment units, five (5) one bedroom/one bathroom apartment units, and two (2) two bedroom/one-bathroom apartment units. "Very Low Income" shall mean a household whose annual income does not exceed fifty percent (50%) of the median income for the area, as determined by the U.S. Department of Housing and Urban Development, with adjustments and certain exceptions as provided in 24 CFR Part 92. "Low Income" shall mean a household whose annual income does not exceed eighty percent (80%) of the median income for the area, as determined by the U.S. Department of Housing and Urban Development, with adjustments and certain exceptions as provided in 24 CFR Part 92. The Affordability Period of this Project will be forty-three (43) years commencing on Close -Out of the Project. Section 3. Tenn 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. 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: Except as provided in the Loan Documents, including the Permitted Senior Financing described therein, 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 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, all Program Income (as Page 2 of 12 CFN: 20210075623 BOOK 32322 PAGE 107 defined in 24 CFR Part 92) derived from or in connection with the Project, the Property and/or the Loans, and allunpaid fees, charges and other obligations of the Project Sponsor due under any of the HOME 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 irivestigate 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. Section 8. Definitions: . All capitalized terms not defined herein shall have the meanings provided in the HOME Loan Agreement. Section 9. Severabilitv: Invalidation of one ofthe provisions ofthis 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 anal all requirements of the laws ofthe State of Florida that must be satisfied in order for the provisions ofthis 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 disputeunder 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. Floating Units. HOME -Assisted Units shall be handled as "Floating Units," as described in 24 CFR 92.252(j). "In a project containing HOME -assisted and other units, the participating jurisdiction may designate fixed or floating IIOME units. This designation must be made at the time of project commitment. Fixed units.remain the same throughout the period of affordability. Floating units are changed to maintain conformity with the requirements of this section during the periodof affordability so that the total number of housing units meeting the Page 3 of 12 CFN: 20210075623 BOOK 32322 PAGE 108 requirements of this section remains the same, and each substituted unit is comparable in terms of size, features, and number of bedrooms to the originally designated HOME -assisted unit." Section 14. Costs, Including Attorney's Fees. In the event litigation, arbitration, or mediation, between the parties hereto, arises out of the terms of this Covenant, each party shall be responsible for its own attorneys fees, costs, charges, and expenses through the conclusion of all appellate proceedings, and including any final settlement or judgment. Section 15. 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 12 CFN: 20210075623 BOOK 32322 PAGE 109 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: it&.'FtU_ 11A2L-Stt?�?�t r Print Name: , G•/ C cyi PROJECT SPONSOR'S ADDRESS: Platform 3750 II, LLC 2100. Hollywood Blvd. Hollywood,. FL 33020 Attention: Mara S. Mades STATE OF FLORIDA COUNTY OF MIAMI-DADE PROJECT SPONSOR: PLATFORM 3750 II, LLC, a Florida limited liability company By: 71/Lit-4- -r-----J Print Name; Mara S. Mades Title: Vice President ACKNOWLEDGMENT The foregoing instrument was acknow online notarization, this 7 day of Platform 3750 II, LLC. She is personally kno dged before me by means of El<ysical presence or ❑ Yri'et , 2021 by Mara S. Mades as Vice President of n to me or has produced as C identification. (NOTARY PUBLIC SEAL) JAG EIdNE.SiL% y Commissio GG z 2744 • My COMM Expires Apr 2, 2022 '''''t shdott through National Notary Assn. Jacqueline Silva Signature of Person Taking Acknowledgment (Printed, Typed, or Stamped Name of Notary Public) Serial Number, if any Page 5 of 12 CFN: 20210075623 BOOK 32322 PAGE 110 CITY OF MIAMI, municipal corporation of th tate of Florida By: Arthur Norieg City Manager STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me by means of2'physical presence or 0 online notarization, this i+ day of /l wJa,4y , »-{by Arthur Noriega V, as City Manager for the City of Miami, a municipal. corporation of the State of Florida, on behalf of the municipal corporation. He/she is personally known to me or has produced as identification. (NOTARY PUBLIC SEAL) i;, ;i , OFELIAE. PEREZ •' ,.. ' MY COMMISSION # GG 360880 .. e� ei EXPIRES:August2,2023 'y•e n;... gpd@d'{AN Notary Public ets rrr_ ♦ a Approved by Housing and Community Development Department: eorge Mensa Director Approved . to legal form and correctness: f enez sq. .ily Attorney Signat / e of Person Taking Acknowledgment (Printed, Typed, or Stamped Name of Notary Public) Title or Rank Serial Number, if any Page 6 of 12 CFN: 20210075623 BOOK 32322 PAGE 111 EXHIBIT "A" TRACT A, OF SIMBER SUBDIVISION, ACCORDING TO THE PLAT THEREOF, RECORDED 1N 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 1N 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 I, PERCIVAL AND SANFORD REVISED, ACCORDING TO THE PLAT THEREOF, AS RECORDED 1N PLAT BOOK 1, AT PAGE 140, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; RTJN THENCE WEST ALONG THE SOUTH LINE OF SAID LOT I 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 I,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 I 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. 1, 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 1 AT PAGE 140 OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA ; THENCE N0.1°00'I2"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 RF,VISED, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 1 AT PAGE 140 OF THEPUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA TO 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 N00°54'45"W 144.82 FEET TO A POINT ON THE SOUTHERLY RIGHT OF WAY LINE OF SOUTH DIXIE HIGHWAY (U.S.1), ALSO BEING A POINT OF CURVATURE OF A NON -TANGENTIAL CIRCULAR CURVE TO WHICH SAID POINT BEARS S34°50'01 "E; THENCE 226.40 FEET NORTHEASTERLY ALONG. THE SOUTHEASTERLY RIGHT OF WAY LINE OF SOUTH DIXIE HIGI IWAY (U.S.1) ALSO BEING THE ARC OF A 1188.78 FOOT RADIUS CURVE CONCAVE 49129641-v1 11944-0051 Legal Description - Platform 3750 CFN: 20210075623 BOOK 32322 PAGE 112 TO THE NORTHWEST AND THROUGH A CENTRAL ANGLE OF 10°54'43" TO THE NW CORNER OF TRACT A; TIIENC1s S78°23'11"E 97.59 FEET; THENCE S00°54'45"E 270.60 FEET ALONG THE WEST RIGHT OF WAY LINE OF SW 37TH/ AVENUE (DOUGLAS.ROAD); THENCE S01°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 TIIE ARC OF SAID CURVE THROUGH A CENTRAL ANGEL OF 90°49'42" '1'O THE POINT OF BEGINNING. ALL LANDS DESCRIBED BASED ON AN ASSUMED BEARING OF NS9°49'30"E ALONG THE CENTERLINE OF DAY AVENUE, LYING AND BEING IN MIAMI-DADE COUNTY, FLORIDA. #9129641-v1 11944-0051 Legal Description - Platform 3750 CFN: 20210075623 BOOK 32322 PAGE 11 Exhibit B This RIDER TO RESTRICTIVE COVENANTS is made as of PLATFORM 3750 II, LLC, a Florida limited liability company (" MLAMI, a municipal corporation of the State of Florida ("Agency" o RECITALS , 2021, by vier") and the CITY OF ender"). WHEREAS, Borrower has obtained financing from JLL Real Estate Capital, LLC, a Delaware limited liability company ("Lender") for the benefit of theproject known as Platform 3751 "Project"), which loan is secured by a mortgage ("Security Instrument") dated as of and recorded in the Public Recor s of Miami-D e County, Florida ("Records") on , 2021 in Official Records Bookn at Page''/f 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 provisioncontained 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 CFN: 20210075623 BOOK 32322 PAGE 114 "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 themeaning 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 tnodified. "Surplus Cash" has the meaning specified in the HUD Regulatory Agreement. (c) Notwithstanding anything in the Restrictive Covenants to the contrary, thc provisions hereof are expressly subordiriate 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 ofthe Restrictive Covenants and the provisions ofthe HUD Requirements, IIUD shall be and remains entitled to enforce the IIUD 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 thc 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 Iieu 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 claimagainst 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 CFN: 20210075623 BOOK 32322 PAGE 1 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, damageand 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 Page 10 of 12 CFN: 20210075623 BOOK 32322 PAGE 11 BORROWER:: PLATFORM 3750 II, LLC, a Florida limited liability company By: ACKNOWLEDGMENT STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowle online notarization, this 1 day of Platform 3750 II, LLC. She is personally kno identification. (NOTARY PUBLIC SEAL) 5: • ,ori2 22 tr ;•oit P0JACQUELIME 51LYA y: `r Notary Public • State of Florida P :4, Commission # GG 202744 'Toe F. My Comm. Expires Apr 2, 2022 1 Bonded through National Hoary Assn, Print Name: Mara S. Mades Title: Vice President ged before me by means of Ell hysical presence or El a , 2021 by Mara S. Mades as Vice President of n to me or has produced as Je,:queline Viva Signature of Person Taking Acknowledgment • •t. _,r; r; .. F,onda a.4 0712 Page 11 of 12 CFN: 20210075623 BOOK 32322 PAGE 117 ATT ST: e odd City C Date: APPROVED AS TOE ('RM AND CORREC torijMen C ty Attorn CITY: CITY OF MIAMI, a municipal corporation of the State of Flo;ida By: Arthur No ga City Manager Page 12 of 12 a33(/3- CFN: 20210075624 BOOK 32322 PAGE 11 DATE:01/29/2021 12:21:54 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) 4164800 Property Address: 3750 S. Dixie. Hwy, Miami, Florida RENT REGULATORY AGREEMENT FOR PLATFORM 3750 THIS RENT REGULATORY AGREEMENT ("Regulatory Agreement") is entered into this day of 1 021, between PLATFORM 3750 II, LLC, a Florida limited liability company eina''referred to. as "Borrower") and the CITY OF MIAMI, a municipal corporation of th to of . rida (hereinafter referred to as the "City"). The execution of this Regulatory Agreement by the. Borrower is in connection with the loan of HOME Investment Partnerships Program ("HOME") funds, (the ".Loan"), secured by certain loan documents to be executed in. connection therewith (the "Loan Documents"), for the construction ofa total of twenty-nine (29) residential apartment units. All twenty-nine (29) of the residential apartment units will be HOME -assisted units. (the "HOME -Assisted Units") of that certain project known as Platform 3750. The project will be a 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 HOME Loan Agreement to be executed by the Borrower and the City for the. HOME funds (the "Agreement"), and (ii) the other Loan documents of even date therewith between the Borrower and the City, twenty-nine (29) of the total one hundred ninety-one (191) Project units are. considered "HOME -Assisted" and all of the HOME -Assisted Units are subject to the restrictions provided herein. The twenty-nine (29) HOME -Assisted Units shall be "floating" units, meaning that they are not specifically designated units, but 'that any twenty-nine. (29) of the total one hundred ninety-one (191) Project units *shall be, at. any one time, in compliance with the HOME -Assisted requirements set forth herein. Borrower hereby agrees to the following terms, conditions and covenants until the end of the Affordability Period: (1) Occupancy Requirements. The HOME -Assisted Units shall be made available to tenants who qualify under the occupancy requirements of 24 CFR Part 92 (hereinafter, referred to as the "Regulation"). The HOME -Assisted Units are subject to. the restrictions provided therein and herein, including, but not limited to., the following: Six (6) of the HOME Assisted Units shall be occupied by Very Low -Income Households. As defined in the Regulation, Very Low -Income Households have annual . incomes that do not exceed fifty percent (50%) of area median income, as determined by the U.S. Department of Housing and Urban Development (`HUD") and adjusted for family size. The remaining twenty-three (23) HOME -Assisted Units shall be occupied by Low -Income Households. As defined in the Regulation, Low -Income Households have annual incomes that do not exceed eighty percent (80%) of the median income for the area, as determined by HUD and adjusted for family size, Page 1of15 CFN: 20210075624 BOOK 32322 PAGE 119 (2) Maximum Rent Levels. The rents charged on all of the HOME -Assisted Units shall be subject to the Regulation. Gross monthly rent charged on HOME -Assisted Units occupied by tenants identified as Very -Low Income are subject to the maximum LOW HOME Rent published annually by HUD for each locality. Gross monthly rent charged on HOME -Assisted Units occupied by tenants identified as Low -Income are subject to the maximum HIGH HOME Rent published annually by HUD. The HIGH and LOW HOME Rent maximums for leases signed in Miami, Florida effective as ofJuly I, 2020 are as follows: No. of HOME- No. of Bedrooms High HOME Rent Maximum Low HOME Rent Maximum Assisted Units 2 Studio -- $800 20 Studio $1,020 -- 2 1 $857 3 1 $1,094 2 2 $1,028 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 HOME -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. In the event that the HOME Assisted Units are also benefitted from a federal or state rent subsidy program, then the rents outlined above may be set at the applicable rent standard established by that rent subsidy program in compliance with 24 CFR 252 (b)(2). (3) Income Re -certification. Tenant income for HOME -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 this Regulatory Agreement. (4) Deposits. and Pre -payments. Borrower shall not require, as a condition of occupancy or leasing of any HOME Assisted Unit, any other consideration or deposit from the tenant. exccpt 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 HOME-Assisted.Units shall not contain any of the following provisions: Page 2 of 15 CFN: 20210075624 BOOK 32322 PAGE 120 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. 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 HOME -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 pav 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 HOME -Assisted Units. (7) Inspections. The Borrower agrees to submit the HOME -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. g• Page 3 of 1S CFN: 20210075624 BOOK 32322 PAGE 121 At any time other than an annual inspection, the City may, in its discretion, inspect any HOME -Assisted Unit. The Borrower and the tenant will be provided with theresults of the inspection and the time and the method of compliance and corrective action that must be taken. ,(S) Record -keeping. The Property, including the HOME -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 HOME -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 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 fo llows: To Borrower: With Copy to: Platform 3750 II, LLC. 2100 Hollywood Blvd. Hollywood, FL 33020 Attention: Leon J. 'Wolfe Brian J. McDonough Stearns Weaver Miller Weissler Alhadeff and Sitterson, P.A. 150 West Flagler Street Suite 2200 Miami, FL 33130 Page 4 of 15 CFN: 20210075624 BOOK 32322 PALE 122 To City: City of Miami Department of Housing and Community Development One Flagler Building 14 Northeast is` Avenue, Second Floor Miami, Florida 33132 Attic: George Mensah, Director With Copy To: Victoria Mendez Office of the City Attorney, City of Miami 1/1 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 o.f 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 HOME -Assisted Unit that is the subject of such violation up to a maximum of Five Thousand Dollars. arid no/cents ($5,000.00) per month, for each month the. violatiorvis 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 HOME -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 inthat rent are subject to a Rent Regulatory Agreement between the landlord and the City of Miami, for- the tern of the Affordability Period A copy of the Rent Regulatory Agreement will be made available by the landlord to each tenant uptrn. request. If there is no lease for a HOME -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) Term. This Regulatory Agreement shall be effective until the expiration of the Affordability Period. On the Expiration of such period, this Regulatory Agreement Page 5 of 15 CFN: 20210075624 BOOK 32322 PAGE 123 shall immediately lapse and be of no further force and effectwithout 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. (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 of the 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 he 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 isnot convenient. (20) 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. (21) Counterparts and Electronic Sienatures_ 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 Page 6 of 15 CFN: 20210075624 BOOK 32322 PAGE 124 (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 7 of 15 CFN: 20210075624 BOOK 32322 PAGE 125 THIS REGULATORY AGREEMENT has been executed and delivered as of the day and year first above written. WITNESSES: c , ` 1 , Print Nameit4""r"% L1K `i 42-t ,rJ 4?c�.ti/ Print Name: CL L 5 i 1 1114.4-e1 PROJECT SPONSOR'S ADDRESS: Platform 3750 II, LLC 2100 Hollywood Blvd. Hollywood, FL 33020 Attention: Mara S. Mades STATE OF FLORIDA COUNTY OF MIAMI-DADE PROJECT SPONSOR: PLATFORM 3750 II, LLC, a Florida limited liability company ACKNOWLEDGMENT Print Name: Mara S. Mades Title: Vice President The foregoing instrument was acknowledged before me by means of i hysical presence or El online notarization, this I day of .6vii7�=rZ 11, 2021 by Mara S. Mades as Vice President of Platform 3750 II, LLC. She is personally knokn to me or has produced identification. (NOTARY PUBLIC SEAL) • Jr^.rQJEL)''E Notarvluot'r-" ••-. Cc.. —. "c•.a,.,_s Z.:n'z rY °e "' JACQUELINE SILVA Notary Public - State of Florida ik �� '. Commission # GG 202744 or .,, My Comm. Expires Apr 2, 2022 0 Bonded through National Notary Assn. as Jacguellne Silva Signature of Person Taking Acknowledgment (Printed, Typed, or Stamped Name of Notary Public) Serial Number, if any Page 8 of 15 CFN: 20210075624 BOOK 32322 PAGE 126 ATT ' T: Todd non City Cler J Date: ► / 11 64 APPROVED TC'FORM AND CO CTI ESS: Viet to Mendez City ttorney CITY: CITY OF MIAMI, a municipal corporation of the State of F • ida By: Arthur on'ga City Ma Lager Page 9 of 15 CFN: 20210075624 BOOK 32322 PAGE 127 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 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 361.5, PAGE 319 AND DEED BOOK 3388, PAGE 338, OF TIIE 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 LINK OF SAID LOT I, 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 3I OF THE PUBLIC RECORDS OF MIAMI-DADS 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, S89D49'30"W 46.77 FEET; THENCE S02°02'29"W 5.00 FEET TO THE POINT OF BEGINNING; THENCE $89°49'30"W 204.64 FEET ALONG THE NORTH RIGHT OF WAY LINE OF DAY AVENUE TO A S.W 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 TO 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 N00°54'45"W 144.82 FEET TO A POINT ON THE SOUTHERLY RIGHT OF WAY LINE OF SOUTH DIXIE HIGHWAY (U.S.I), ALSO BEING A POINT OF CURVATURE OF A NON -TANGENTIAL CIRCULAR CURVE TO WHICH SAID POINT BEARS S34°5.0'01 "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 #9129641-vi 11944-005I Legal Description - Platforni 3750 CFN: 20210075624 BOOK 32322 PAGE 128 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 SO0°54145"E 270.60 FEET ALONG THE WEST RIGHT OF WAY LINE OF SW 37TH/ AVENUE (DOUGLAS ROAD); THENCE SO1°009.2"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. #9129641-v1 11944-0051 Legal Description - Platform 3750 CFN: 20210075624 BOOK 32322 PAGE 129 Exhibit B This RIDER TO RESTRICTIVE COVENANTS is made as of , 2021, by PLATFORM 3750 II, LLC, a Florida limited liability company (` = irrower") and CITY OF MIAMI, a municipal corporation of the State of Florida ("Agency" or ` ender"). 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 3 5 ("project"), which loan is secured by a mortgage ("Security Instrume t") dated as of 1( and recorded on \ / , 2021 in Official Records BooIC f / at Pagen; f the ' blic Records of Miami -Dade County, Florida ("Records") and is. insured by the United . tates 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 11 of 15 CFN: 20210075624 BOOK 32322 PAGE 130 "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 ofthe Restrictive Covenants and the provisions ofthe 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 12 of 15 CFN: 20210075624 BOOK 32322 PAGE 131 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. Page 13 of 15 CFN: 20210075624 BOOK 32322 PAGE 132 BORROWER:: PLATFORM 375011, 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 E"physical presence or 0 online notarization, this '� day o , 2021 by Mara S. Mades as Vice President of Platform 3750 II, LLC, She is personally kti wn to me or has produced as identification. Jacqueline Silva Signature of Person Taking Acknowledgment (NOTARY PUBLIC SEAT.) G. u r1 1 JACQUELINE SILVA Notary Public - State of Florida '`oF arr My Comm. ExpireGG �� 2022 8o1ded through National Notary Assn. Page 14 of 15 3t15 CFN: 20210075624 BOOK 32322 PAGE 133 CITY: CITY OF MIAl1 I, a municipal corporation ATTT: of the State :of F rida By: APPROVE 2 ASPfO FORM AND C Vic na. Mendez Cit Jttorney Arthur ' oriega City Manager Page 15 of 15 33ys Subordination Agreement - U.S. Department of Housing and Urban Development Public Office of Housing CFN: 20210075626 BOOK 32322 PAGE 149 DATE:01/29/2021 12:21:54 PM HARVEY RUVIN, CLERK OF COURT, MIA-DADE CTY OMB Approval No.2502-0598 (Exp. 9/30/2021) 1 Public Reporting Burden for this collection of information is estimated to average 0.5 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Response to this request for information is required in order to receive the. benefits to be derived. This agency may not collect this information, and you are not required to complete this form unless it displays a currently valid OMB control nurnber. White no assurance of confidentiality is pledged to respondents, HUD generally discloses this data only in response to a Freedom of Information Act request.. Warring: Federal law provides that anyone who knowingly or willfully submits (or causes to submit) a document containing any false, fictitious, misleading, or fraudulent statement/certification or entry may be criminally prosecuted and may incur civil administrative liability. Penalties upon conviction can include a fine and imprisonment, as provided pursuant to applicable law, which includes, but is not limited to, 18 U.S.Q. 1001, 1010, 1012; 31 U.S.C. 3729, 3802, 24 C.F.R. Parts 25, 28 and 30, and 2 C.F.R. Parts 180 and 2424: Project Name: Platform 3750 HUD Project No: 066-32006 THIS SUBORDINATION AGREEMENT ("Agreement") is entered into as of the first day of January, 2021 by and among (i) JLL REAL ESTATE CAPITAL, LLC, a Delaware limited liability company ("Senior Lender"), (ii) CITY OF MIAMI, a municipal corporation of the State of Florida ("Subordinate Lender"), and (iii) PLATFORM 3750 II, LLC, a Florida limited liability company ("Borrower"). Recitals WHEREAS, Borrower is the owner of that certain 191-unit residential rental development known as "Platform 3750" ("Project"), located at 3750 South Dixie Highway, Miami, Florida 33133. Senior Lender has made or is making the senior mortgage loan as described on Schedule A hereto to Borrower in the original principal amount(s) as shown on Schedule A, evidenced by the Note described in Schedule A ("Senior Note"), and secured by, among other things, the Security Instrument as described in Schedule A (collectively, "Senior Security Instrument"), covering the property described in Exhibit A attached hereto together with all improvements thereon and personal property used relative thereof, all as more particularly described in the Senior Security Instrument ("Mortgaged Property"). WHEREAS, Borrower has requested Senior Lender to permit Subordinate Lender to make a subordinate loan to Borrower in theamount of $1,948,000 ("Subordinate Loan"), pursuant to the Subordinate Loan Documents as defined below, and secured by, among other things, a mortgage lien against the Mortgaged Property. WHEREAS, Senior Lender, with the approval of the U.S. Department of Housing and Urban Development ("HUD"), has agreed to permit Subordinate Lender to make the Subordinate Loan and to place a subordinate mortgage lien against the Mortgaged Property subject to ail of the conditions contained in this Agreement and in accordance with Program Obligations. "Program Obligations" means (1) all applicable statutes and any regulations issued by the Secretary pursuant thereto that apply to the Project, including all amendments to such statutes and regulations, as they become effective, except that changes subject to notice and comment rulemaking shall become effective only upon Subordination Agreement - Public HUD-92420M (6/18.) CFN: 20210075626 BOOK 32322 PAGE 150 2 completion of the rulemaking process, and (2) all current requirements in HUD handbooks and guides, notices, and mortgagee fetters that apply to the Project, and all future updates, changes and amendments thereto, as they become effective, except that changes subject to notice and comment rulemaking shall become effective only upon completion of the rulemaking process, and provided that such future updates, changes and amendments shall be applicableto the Project only to the extent that they interpret, clarify and implement terms in this Agreement rather than add or delete provisions from such document. Handbooks, guides, notices, and mortgagee .letters are available on HUD's official website: Handbooks, guides, notices, and mortgagee letters are available on "HUDCLIPS," at www.hud.gov. NOW, THEREFORE, in order to induce Senior Lender to permit Subordinate Lender to make the Subordinate Loan to Borrower and to place a subordinate mortgage lien against the Mortgaged Property, and in consideration thereof, Senior Lender, Subordinate Lender and Borrower agree as follows: 1. Definitions, In addition to the terms defined in the Recitals to this Agreement, for purposes of this Agreement the following terms have the respective meanings set forth below: (a) "Affiliate" is any person or business concern that directly or indirectly controls policy of a principal or has the power to do so is an affiliate. Persons and business concerns controlled by the same third party are also affiliates. (b) "Bankruptcy Proceeding" means any bankruptcy, reorganization, insolvency, composition, restructuring, dissolution, liquidation, receivership, assignmentfor the benefit of creditors, or custodianship action or proceeding under any federal or state law with respect to Borrower, any guarantor of any of the Senior Indebtedness, any of their respective properties, or any of their respective partners, members, officers, directors, or shareholders. (c) "Borrower" means all entities identified as "Borrower" in the first paragraph of this Agreement, together with any successors, heirs, and assigns (jointly and severally). Borrower shall include any entity taking title to the Mortgaged Property, whether or not such entity assumes the Senior Note, provided that the term "Borrower" shall not include Senior Lender in the event that Senior Lender may acquire title to the Mortgaged Property. Whenever the term "Borrower" is used herein, the same shall be deemed to include the obligor of the debt secured by the Senior Security Instrument. (d) "Business Day" means any day other than Saturday, Sunday or any other day on which Senior Lender or HUD is not open for business_ (e) "Covenant Event of Default" is defined in the Senior Security Instrument. (f) "Entity" means an estate, trust, partnership, corporation, limited liability company, limited liability partnership, governmental department or agency or any other entity which has the legal capacity to own property. Subordination Agreement - Pubfic HUD-92420M (6/18)- CFN: 20210075626 BOOK 32322 PAGE 151 3 (g) "Monetary Event of Default" is defined in the Senior Security instrument. (h) "Non -Project Sources" means any funds that are not derived from Project Sources. (i) "Project Sources" means the Mortgaged Property (as defined in the Senior Security Instrument), any proceeds of the Senior -Indebtedness, and any reserve or deposit made with Senior Lender or any other party as required by HUD in connection with the Senior Indebtedness. (j) "Senior Indebtedness" means all present and future indebtedness, obligations, and liabilities of Borrower to Senior Lender under or in connection with the Senior Loan Documents. (k) "Senior Lender" means the Entity named as such in the first paragraph on page 1 of this Agreement, its successors and assigns. (I) "Senior Loan Documents" means the Senior Note, the Senior Security Instrument, and the Regulatory Agreement between Borrower and HUD, as such documents may be amended from time to time and al! other documents at any time evidencing, securing, guaranteeing, or otherwise delivered in connection with the Senior Indebtedness, as identified in Schedule A. (m) "Senior Security Instrument Default" means a "Monetary Event of Default" or a "Covenant Event of Default" as defined in the Senior Security Instrument. (n) "Subordinate indebtedness" means all present and future indebtedness, obligations, and liabilities of Borrower to Subordinate Lender under or in connection with the Subordinate Loan or the Subordinate Loan Documents. (o) "Subordinate Lender" means the Entity named as such in the first paragraph on page 1 of this Agreement. (p) "Subordinate Loan Documents" means the Subordinate Note, the Subordinate Mortgage, and all other documents at any time evidencing, securing, guaranteeing, or otherwise delivered in connection with the Subordinate Indebtedness, as identified in Schedule B. The terms Subordinate Note and Subordinate Mortgage are defined in Schedule B. (q) "Subordinate Loan Enforcement Action" means the acceleration of ail or any part of the Subordinate Indebtedness, the advertising of or commencement of any foreclosure or trustee's sale proceedings, the exercise of any power of sale, the acceptance of a deed or assignment in lieu of foreclosure or safe, the collecting of rents, the obtaining of or seeking of the appointment of a receiver, the seeking of default interest, the taking of possession or control of any of the Mortgaged Property, the commencement of any suit or other legal, administrative, or arbitration proceeding based upon the Subordinate Note or any other of the Subordinate Loan Documents, the exercising of any banker's lien or rights of set-off or recoupment, or the taking of any other enforcement action against Borrower, any other party liable for any of the Subordinate indebtedness Subordination Agreement - Public HUD-92420M (61183 CFN: 20210075626 BOOK 32322 PAGE 152 4 or obligated under any of the Subordinate Loan Documents, or the Mortgaged Property. (r) "Subordinate Mortgage Default" means any act, failure to act, event, conditions, or occurrence which allows (but for any contrary provision of this Agreement), or which with the giving of notice or the passage of time, or both, would allow (but for any contrary provision of this Agreement), Subordinate Lender to take a Subordinate Loan Enforcement Action. (s) "Surplus Cash" is defined herein to mean the same as that term is defined in the Regulatory Agreement between Borrower and HUD. 2. Permission to Allow Mortgage Lien Against Mortgaged Property. Senior Lender agrees, subject to the provisions of this Agreement, to permit Subordinate Lender to record the Subordinate Mortgage and other recordable Subordinate Loan Documents against the Mortgaged Property (which are subordinate in all respects to the lien of the Senior Security Instrument) to secure Borrower's obligation to repay the Subordinate Note and all other obligations, indebtedness and liabilities of Borrower to Subordinate Lender under and in connection with the Subordinate Loan. Senior Lender agrees that the existence of the Subordinate Loan does not create a basis for default of the Senior Indebtedness. Such permission is subject to the condition that each of the representations and warranties made by Borrower and Subordinate Lender in Section 3 are true and correct on the date of this Agreement and on the date on which the proceeds of the Subordinate Loan are disbursed to Borrower. If any of the representations and warranties made by Borrower and Subordinate Lender in Section 3 are not true and correct on both of those dates, the provisions of the Senior Loan D.ocuments applicable to unpermitted liens on the Mortgaged Property shall apply. 3. Borrower's and Subordinate Lender's Representations and Warranties. Borrower and, with respect to subsections (a) through (d) below, Subordinate Lender each make the following representations and warranties to Senior Lender: (a) Subordinate Loan Documents. The Subordinate Loan, is evidenced by the Subordinate Note and is secured by the Subordinate Mortgage. (b) Terms of the Subordinate Loan. The original principal amount of the Subordinate Note is $1,948,000. Interest on the Subordinate Note accrues: monthly at the rate of 0% per annum during the construction phase of the Project and then at the rate of 3% per annum thereafter. The S.ubordinate Note is due and payable in full on the date which is 43 years following the Project Completion, as defined in the Subordinate Loan Documents ("Maturity"). The principal of the Subordinate Note will have a balloon principal payment of $1,948,000 and accrued interest due at Maturity. The Subordinate Note obligates Borrower to make payments as follows: all interest and principal due at Maturity, subject to Section 3(c) immediately below. (c) Required HUD Language in Subordinate Note. The Subordinate Subordination Agreement - Public HUD-92420M (6/18) CFN: 20210075626 BOOK 32322 PAGE 153 5 Note contains the following -provisions: "As long as HUD is the insurer or holder of the Senior Note on FHA Project No. 066-32006, the following provisions ("HUD Provisions") shall be in full force and effect: (I) any payments due under the Subordinate Note shall be payable only (i) from permissible distributions from Surplus Cash of the Project; but in no event greater than seventy-five percent (75%) of the total amount of Surplus Cash; or (ii) from monies received from Non -Project Sources. In no event may payments due under all subordinate debt of Maker cumulatively exceed 75% of available Surplus Cash. The restriction on payment imposed by this paragraph shall not excuse any default caused by the failure of the Borrower to pay the indebtedness evidenced by the Subordinate Note; (2) no prepayment of the Subordinate Note shall be made until after final endorsement by HUD of the Senior Note, unless such prepayment is made from Non -Project Sources and is approved in writing by HUD; (3) this Subordinate Note is non-negotiable and may not be sold, transferred, assigned, or pledged by the Subordinate Lender except with the prior written approval of HUD or except as may be required pursuant to applicable law or court order; (4) interest on the Subordinate Note shall not be compounded as long as HUD is the insurer or holder of the Note secured by the Security Instrument; (5) Maker hereby waives presentment, demand, protest and notice of demand, protest and nonpayment of this Subordinate Note; (6) the terms and provisions of the HUD Provisions in this Subordinate Note are also for the benefit of and are enforceable by HUD against any party hereto, their successors and assigns. This HUD Provisions in this Subordinate Note may not be modified or amended without the written consent of HUD; and (7) in the event of any conflict between the terms of the Subordinate Note and the HUD Provisions, the terms of the HUD Provisions shall control." (d) Relationship of Borrower to Subordinate Lender. Subordinate Lender is not an Affiliate of Borrower. (e) Subordinate Loan Documents. Borrower certifies that the executed Subordinate Loan Documents are substantially in the same forms as those submitted to, and approved by, HUD prior to the date of this Agreement. Upon execution and Subordination Agreement - Public HUD-92420M (6/18) CFN: 20210075626 BOOK 32322 PAGE 154 6 delivery of the Subordinate Loan Documents, Borrower shall deliver to Senior Lender an executed copy of each of the Subordinate Loan Documents, certified tobe true, correct and complete. (f) Senior Loan Documents. The executed Senior Loan Documents are the same forms as approved by HUD prior to the date of this Agreement. Upon execution and delivery of the Senior Loan Documents, Borrower shall deliver to Subordinate Lender an executed copy of each of the Senior Loan Documents, certified to be true, correct and complete. 4. Deliveries. Borrower shall submit the following items to Senior Lender and HUD at closing: (a) Title Evidence. Evidence of title (title policy or title policy endorsement, as appropriate) insuring the lien of the Senior Security Instrument which insures that (i) the lien of the Subordinate Mortgage is subordinate to the lien of the Senior Mortgage, and (ii) this Agreement has been recorded among the applicable land records. (b) Loan Documents. A complete set of the Subordinate Loan Documents, including this Subordination Agreement. 5. Terms of Subordination. (a) Agreement to Subordinate. Senior Lender and Subordinate Lender agree that: (i) the indebtedness evidenced by the Subordinate Loan Documents is and shall be subordinated in right of payment, to the extent and in the manner provided in this Agreement, to the prior payment of the indebtedness evidenced by the Senior Loan Documents, and (ii) the Subordinate Mortgage and the other Subordinate Loan Documents are and shall be subject and subordinate in all respects to the liens, terms, covenants and conditions of the Senior Security Instrument and the other Senior Loan Documents and to all advances heretofore made or which may hereafter be made pursuant to the Senior Security Instrument and the other Senior Loan Documents (including but not limited to, all sums advanced for the purposes of (1) protecting or further securing the lien of the Senior Security Instrument, curing defaults by Borrower under the Senior Loan Documents or for any other purpose expressly permitted by the Senior Security Instrument, or (2) constructing, renovating, repairing, furnishing, fixturing or equipping the Mortgaged Property). (b) Subordination of Subrogation Rights. Subordinate Lender agrees that if, by reason of its payment of real estate taxes or other monetary obligations of Borrower, or by reason of its exercise of any other right or remedy under the Subordinate Loan Documents, it acquires by right of subrogation or otherwise a lien on the Mortgaged Property which (but for this subsection) would be senior to the lien of the Senior Security Instrument, then, in that event, such lien shall be subject and Subordination Agreement- Public HUD-92420M (6118) CFN: 20210075626 BOOK 32322 PAGE 155 7 subordinate to the lien of the Senior Security Instrument. (c) Payments Before Senior Security Instrument Default Until Subordinate Lender receives a default notice of a Senior Security Instrument Default from Senior Lender, Subordinate Lender shall be entitled to retain for its own account all payments made under or pursuant to the Subordinate Loan Documents provided that such payments are otherwise permitted under the terms of this Agreement. (d) Payments After Senior Security Instrument Default. Borrower agrees that, after it receives notice (or otherwise acquires knowledge) of a Senior Security Instrument Default, it will not make any payments under or pursuant to the Subordinate Loan Documents (including but not limited to principal, interest, additional interest, Tate payment charges, default interest, attorney's fees, or any other sums secured by the Subordinate Mortgage) without Senior Lender's prior written consent. Subordinate Lender agrees that, after it receives a default notice from Senior Lender with written instructions directing Subordinate Lender not to accept payments from Project Sources on account of the Subordinate Loan, it will not accept any payments under or pursuant to the Subordinate Loan Documents (including but not limited to principal, interest, additional interest, late payment charges, default interest, attorney's fees, or any other sums secured by the Subordinate Mortgage) unless either (i) such payment is being made solely from Non -Project Sources or (ii) such payment is made with Senior Lender's prior written consent. If Subordinate Lender receives written notice from Senior Lender that the. Senior Security Instrument Default which gave rise to Subordinate Lender's obligation not to accept payments has been cured, waived, or otherwise suspended by Senior Lender, the restrictions on payment to Subordinate Lender in this Section 5 shall terminate, and Senior Lender shall have no right to any subsequent payments made to Subordinate Lender by Borrower prior to Subordinate Lender's receipt of a new default notice from Senior Lender in accordance with the provisions of this Section 5(d). (e) Remitting Subordinate Loan Payments to Senior Lender. If, after Subordinate Lender receives a default notice from Senior Lender in accordance with subsection (d) above, Subordinate Lender receives any payments under the Subordinate Loan Documents (other than payments permitted under subsection (d) above), Subordinate Lender agrees that such payment or other distribution will be received and held in trust for Senior Lender and unless' Senior Lender otherwise notifies Subordinate Lender in writing, will be promptly remitted, in kind to Senior Lender, properly endorsed to Senior Lender, to be applied to the principal of, interest on and other amounts due under the Senior Loan Documents in accordance with the provisions of the Senior Loan Documents. By executing this Agreement, Borrower specifically authorizes Subordinate Lender to endorse and remit any such payments to Senior Lender, and specifically waives any and all rights to have such payments returned to Borrower or credited against the Subordinate Loan. Borrower and Senior Lender acknowledge and agree that payments received by Subordinate Lender, and remitted to Senior Lender under this Section 5, shall not be applied or otherwise credited against the Subordinate Loan, nor shall the tender of such payment to Senior Lender waive any Subordinate Mortgage Default which may arise from the inability Subordination Agreement - Public HUD-92420M (6/16) CFN: 20210075626 BOOK 32322 PAGE 156 8 of Subordinate Lender to retain such payment or apply such payment to the Subordinate Loan. (f) Agreement Not to Commence Bankruptcy Proceeding. Subordinate Lender agrees that during the term of this Agreement it will not commence, or join with any other creditor in commencing any Bankruptcy Proceeding with respect to Borrower, without Senior Lender's prior written consent. 6. Default Under Subordinate Loan Documents. (a) Notice of Default and Cure Rights. Subordinate Lender shall deliver to Senior Lender a default notice within five Business Days in each case where Subordinate Lender has given a default notice to Borrower. Failure of Subordinate Lender to send a default notice to Senior Lender shall not prevent the exercise of Subordinate Lender's rightsand remedies under the Subordinate Loan Documents, subject to the provisions of this Agreement. Senior Lender shall have the opportunity, but not the obligation, to cure any Subordinate Mortgage Default within 60 days following the date of such notice; provided, however that Subordinate Lender shall be entitled, during such 60-day period, to continue to pursue its rights and remedies under the Subordinate Loan Documents, subject to the limitations set forth in Section 6(b) below. (b) Subordinate Lender's Exercise of Remedies After Notice to Senior Lender. If a Subordinate Mortgage Default occurs and is continuing, Subordinate Lender agrees that it will not, for a period of one hundred eighty (180) days after giving notice of such Subordinate Mortgage Default to Senior Lender and HUD (the "Standstill Period"), commence foreclosure proceedings with respect to the Mortgaged Property under the Subordinate Loan Documents or exercise any other rights or remedies it may have under the Subordinate Loan Documents with respect to the Mortgaged Property, including, but not limited to accelerating the Subordinate Loan, collecting rents, appointing (or seeking the appointment of) a. receiver or exercising any other rights or remedies thereunder without Senior Lender's prior written consent. During the Standstill Period, Subordinate Lender agrees to use best efforts to resolve the Subordinate Mortgage Default, in an effort to avoid the pursuit of available remedies by the Subordinate Lender. However, the preceding sentence shall not (i) limit Subordinate Lender's right to bring an action seeking recovery solely from Non -Project Sources or (ii) preclude Subordinate Lender from exercising or enforcing all the rights available to Subordinate Lender under the Subordinate Loan Documents and/or under applicable law to enforce covenants and agreements of Borrower relating to income, rent or affordability restrictions. After the expiration of the Standstill Period and in the event Subordinate Lender forecloses on the Mortgaged Property, the purchaser must comply with HUD's Previous Participation regulations and processes, Transfer of Physical Asset requirements, and Program Obligations before it can take title to the Mortgaged Property. 7. Default Under Senior Loan Documents. Subordination Agreement - Public HUD-92420M (6/18) CFN: 20210075626 BOOK 32322 PAGE 157 9 (a) Notice of Default and Cure Rights. Senior Lender shall deliver to Subordinate Lender a default notice within five Business Days in each case where Senior Lender has given a default notice to Borrower (provided that Senior Lender shall have no liability to Borrower, Subordinate Lender or to any other Entity for failure to timely give such notice). Failure of Senior Lender to send a default notice to Subordinate Lender shall not prevent the exercise of Senior Lender's right and remedies under the Senior Loan Documents, subject to the provisions of this Agreement. Borrower agrees that Subordinate Lender shall have the opportunity, but not the obligation, to cure either a Monetary Event of Default or a Covenant Event of Default within 30 days following the date of such notice, or any time prior to an assignment of the Senior Security Instrument from Senior Lender to HUD, whichever date is later. Subordinate Lender acknowledges that Senior Lender shall be entitled during such period described above to continue to pursue its remedies under the Senior Loan Documents. Subordinate Lender shall have the opportunity to cure a Covenant Event of Default during such period described above so long as there is no Monetary Event of Default under the Senior Loan Documents. All amounts paid by Subordinate Lender to Senior Lender to cure any default under the Senior Loan Documents shall be deemed to have been advanced by Subordinate Lender pursuant to, and shall be secured by the lien of, the Subordinate Mortgage. (b) Cross Default. Subordinate Lender certifies that the Subordinate Loan Documents do not contain a cross default provision. Notwithstanding any contrary provision contained in the Subordinate Loan Documents, a Senior Security Instrument Default shall not constitute a default under the Subordinate Loan Documents if no other default occurred under the Subordinate Loan Documents. 8. Conflict. Borrower, Senior Lender and Subordinate Lender each agrees that, in the event of any conflict or inconsistency between the terms of the Senior Loan Documents, the Subordinate Loan Documents and the terms of this Agreement, the terms of this Agreement shall govem and control solely as to the following: (a) the relative priority of the security interests of Senior Lender and Subordinate Lender in the Mortgaged Property; and (b) solely as between Senior Lender and Subordinate Lender, the notice requirements, cure rights, and the other rights and obligations which Senior Lender and Subordinate. Lender have agreed to as expressly provided in this Agreement. Borrower acknowledges that the terms and provisions of this Agreement shall not, and shall not be deemed to: extend Borrower's time to cure any Senior Security Instrument Default or Subordinate Mortgage Default, as the case may be; give Borrower the right to notice of any Senior Security Instrument Default or Subordinate Mortgage Default, as the case may be other than that, if any, provided, respectively under the Senior Loan Documents or the Subordinate Loan Documents, as applicable; or create any other right or benefit for Borrower as against Senior Lender or Subordinate Lender. 9. Rights and Obligations of Subordinate Lender under the Subordinate Loan Documents and of Senior Lender under the Senior Loan Documents. Subordination Agreement - Public HUD-92420M (6/18) CFN: 20210075626 BOOK 32322 PAGE 158 10 Subject to each of the other terms of this Agreement, all of the following provisions shall supersede any provisions of the Subordinate. Loan Documents covering the same subject matter: (a) Protection of Security Interest. Subordinate Lender shall not, without the prior written consent of Senior Lender in 'each instance, take any action which has the effect of increasing the indebtedness outstanding under, or secured by, the Subordinate Loan Documents, except that Subordinate Lender shall have the. right to advance funds to cure. Senior Security Instrument Defaults pursuant to Section 7(a) above and advance funds pursuant to the Subordinate Mortgage for the purpose of paying real estate taxes and insurance premiums, making necessary repairs to the Mortgaged Property and curing other defaults by Borrower under the Subordinate Loan Documents. (b) Condemnation or Casualty. In the event of: a taking or threatened taking by condemnation or other exercise of eminent domain of all or a portion of the Mortgaged Property (collectively, a "Taking"); or the occurrence of a fire or other casualty resulting in damage to all or a portion of the Mortgaged Property (collec- tively, a "Casualty"), at any time or times when the Senior Security Instrument remains a lien on the Mortgaged Property the following provisions shall apply: (1) Subordinate Lender hereby agrees that its rights (under the Subordinate Loan Documents or otherwise) to participate in any proceeding or action relating to a Taking and/or a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Taking or a Casualty shall be and remain subordinate in all respects to Senior Lender's rights under the Senior Loan Documents with respect thereto, and Subordinate Lender shall be bound by any settlement or adjustment of a claim resulting from a Taking or a Casualty made by or with the written consent of Senior Lender, and (2) all proceeds received or to be received on account of a Taking or a Casualty, or both, shall be applied (to payment of the costs and expenses of repair and restoration and/or to payment of the Senior Security Instrument) in the manner determined by Senior Lender in its sole discretion consistent with the Senior Loan Documents; provided, however, that if Senior Lender elects to apply such proceeds to payment of the principal of, interest on and other amounts payable under the Senior Security Instrument, any proceeds remaining after the satisfaction in full of the principal of, interest on and other amounts payable under the Senior Security instrument shall be paid to, and may be applied by, Subordinate Lender in accordance with the applicable provisions of the Subordinate Loan Documents. Any proceeds then remaining after the satisfaction in full of the principal of, interest on and other amounts payable under the Subordinate Loan Documents shall be paid by the Subordinate Lender to Borrower. (c) No Modification of Subordinate Loan Documents. Borrower and Subordinate Lender each agrees that, until the principal of, interest on and all other Subordination Agreement - Public HUD-92420M (6/18) CFN: 20210075626 BOOK 32322 PAGE 159 11 amounts payable under the Senior Loan Documents have been paid in full, it will not, without the prior written consent of Senior Lender in each instance, increase the amount of the Subordinate Loan, increase the required payments due under the Subordinate Loan, decrease the term of the Subordinate Loan, increase the interest rate on the Subordinate Loan, or otherwise amend the Subordinate Loan terms in a manner that creates an adverse effect upon Senior Lender under the Senior Loan Documents. Any unauthorized amendment of the Subordinate Loan Documents without Senior Lender's consent shall be void ab initio and of no effect whatsoever. 10. Modification of Senior Loan Documents; Refinancing of Senior indebtedness; Transfer of Physical Assets. (a) Subordinate Lender consents to any agreement or arrangement in which Senior Lender waives, postpones, extends, reduces or modifies any provisions of the Senior Loan Documents, including any provision requiring the payment of money, provided however, there shaft be no modification of the Senior Loan Documents without the consent of the Subordinate Lender if such modification would increase the principal amount of the Senior Indebtedness beyond the original principal amount of the Senior Indebtedness (excluding any amounts having been advanced by Senior Lender for the protection of its security interest pursuant to the Senior Loan Documents), increase the interest rate of the Senior indebtedness, or decrease the original maturity term of the Senior Indebtedness. (b) Subordinate Lender agrees that its agreement to subordinate hereunder shall extend to any new mortgage debt which is for the purpose of refinancing all or any part of the Senior Indebtedness in accordance. with Program Obligations (including reasonable and necessary costs associated with the closing and/or the refinancing); and that all the terms and covenants of this Agreement shall inure to the benefit of any holder of any such refinanced debt; and that all references to the Senior indebtedness, the Senior Note, the Senior Security Instrument, the Senior Loan Documents and Senior Lender shall mean, respectively, the indebtedness related to the refinance loan, the refinance note, the security instrument securing the refinance note, all documents evidencing, securing or otherwise pertaining to the refinance note and the holder of the refinance note, provided however, there shall be no refinancing of the Senior Indebtedness without the consent of the Subordinate Lender if such refinancing would increase the principal amount of the Senior indebtedness beyond the original principal amount of the Senior Indebtedness (excluding any amounts having been advanced by Senior Lender for the protection of its security interest pursuant to the Senior Loan Documents), increase the interest rate of the. Senior Indebtedness, or decrease the original maturity term of the Senior indebtedness. (c) Subordinate Lender agrees that the term of the Subordinate Indebtedness will be extended if HUD grants a deferment of amortization or forbearance that results in an extended maturity of the Senior indebtedness; provided, however, that the foregoing shall not be applicable if the Subordinate Loan is forgiven by the Subordinate Lender, in its sole discretion, pursuant to the terms of the Subordinate Note. Subordination Agreement - Public HUD-92420M (6/18) CFN: 20210075626 BOOK 32322 PAGE 160 12 (d) Subordinate Lender agrees that the term of the Subordinate Indebtedness will be extended if the Subordinate Note is due, and there are no Surplus Cash funds or Residual Receipts (if applicable) available for repayment, and the Senior Indebtedness has not been repaid in full. (The parties agree that distributions of Residual Receipts must be approved by HUD and can only be approved by the terms of a written agreement between HUD and the Borrower). (e) Subordinate Lender agrees that it will approve any transfer of ownership of the Project if approved by HUD in writing. Subordinate Lender further agrees that the Subordinate indebtedness is assumable when a sale or transfer of physical assets occurs and the Senior Indebtedness remains in place, as set forth below in subparagraph (f). (f) The Subordinate Lender cannot require that more than seventy-five percent (75%) of the net proceeds .of the sale or transfer be applied to the reduction of the Subordinate Indebtedness. For these instructions, net proceeds are the funds available to the original borrower after: (1) correcting any default on the Senior indebtedness; (2) making required contributions to any reserve funds; and (3) making needed improvements to the Property as evidenced by HUD's annual inspection reports. 11. Default by Subordinate Lender or Senior Lender. If Subordinate Lender or Senior Lender defaults in performing or observing any of the terms, covenants or conditions to be performed or observed by it under this Agreement, the other, non -defaulting Lender shall have the right to all available legal and equitable relief. 12. Notices. Each notice, request, demand, consent, approval or other communication (hereinafter in this Section referred to collectively as "notices" and referred to singly .as a "notice") which Senior Lender or Subordinate Lender is required or permitted to give to the other party pursuant to this Agreement shall be in writing and shall be deemed to have been duly and sufficiently given if: (a) personally delivered with proof of delivery thereof (any notice so delivered shall be deemed to have been received at the time so delivered); or (b) sent by Federal Express (or other similar national overnight courier) designating next Business Day delivery (any notice sodelivered shall be deemed to have been received on the next Business Day following receipt by the courier); or (c) sent by United States registered or certified mail, return receipt requested, postage prepaid, at a post office regularly maintained by the United States Postal Service (any notice so sent shall be deemed to have been received two Business Days after mailing in the United States), addressed to the respective parties as follows: Subordination Agreement - Public HUD-92420M (6/18) CFN: 20210075626 BOOK 32322 PAGE 161 13 SENIOR LENDER: JLL Real Estate Capital, LLC 2177 Youngman Avenue, Suite 100 St. Paul, Minnesota 55116 With a copy to:. U.S. Department of Housing and Urban Development Director - Office of Multifamily Asset Management Room 6180 451 Seventh Street, S.W. Washington, DC 20410 SUBORDINATE LENDER: City of Miami 444 S.W. 2nd Avenue Miami, FL 3313.0 Attention: City Manager With a copy to: City of Miami 14 NE 1 Avenue, 2nd Floor Miami, Florida 33132 Attn: George Mensah, Director With a copy to: City of Miami 444 S.W. 2nd Avenue Miami, FL 33130 Attn: City Attorney Either party may, by notice given pursuant to this Section, change the person or persons and/or address or addresses, or designate an additional person or persons or an additional address or addresses for its notices, but notice of a change of address shall only be effective upon receipt. 13. General (a) Assignment/Successors. This Agreement shall be binding upon Borrower, Senior Lender and Subordinate Lender and shall inure to the benefit of the Subordination Agreement - Public HUD-92420M (6/18) CFN: 20210075626 BOOK 32322 PAGE 162 14 respective legal successors and assigns of Senior Lender and Subordinate. Lender. (b) No Partnership or Joint Venture. Senior Lender's permission for the placement of the Subordinate Loan Documents does not constitute Senior Lender as a joint venturer or partner of Subordinate Lender. Neither party hereto shall hold itself out as a partner, agent or Affiliate of any other party hereto. (c) Senior Lender's and Subordinate Lender's Consent. Wherever Senior Lender's consent or approval is required by any provision of this Agreement, such consent or approval may be granted or denied by Senior Lender in its sole and absolute discretion, unless otherwise expressly provided in this Agreement. Wherever Subordinate Lender's consent or approval is`required by any provision of this Agreement, such consent or approval may be granted or denied by Subordinate Lender in its sole and absolute discretion, unless otherwise expressly provided in this Agreement. (d) Further Assurances; UCC Financing Statements. Subordinate Lender, Senior Lender and Borrower each agree, at Borrower's expense, to execute and deliver all additional instruments and/or documents reasonably required by any other party to this Agreement in order to evidence that the Subordinate Loan Documents are subordinate to the lien, covenants and conditions of the Senior Loan Documents, or to further evidence the intent of this Agreement: Senior Lender is hereby authorized to file any and all UCC financing statement amendments required to reflect the priority of the Senior Indebtedness. (e) Amendment This Agreement shall not be amended except by written instrument signed by all parties hereto. (f) Governing Law.. This Agreement shall be governed by the laws of the State in which the Mortgaged Property is located, except, so long as the Senior Indebtedness is insured or held by HUD, and solely as to rights and remedies of HUD, federal jurisdiction may be appropriate pursuant to any federal requirements. The State courts, and with respect to HUD's rights and remedies, federal courts, and governmental authorities in the State in which the Mortgaged Property is located, shall have exclusive jurisdiction over all controversies which shall arise under or in relation to the Subordinate Loan Documents. Borrower irrevocably consents to service, jurisdiction, and venue of such courts for any such litigation and waives any other venueto which it might be entitled by virtue of domicile, habitual residence or otherwise. (g) Severable Provisions. If any provision of this Agreement shall be invalid or unenforceable to any extent, then the other provisions of this Agreement shall not be affected thereby and shall be enforced to the greatest extent permitted by law. (h) Term. The term of this Agreement shall commence on the date hereof and shall continue until the earliest to occur of the following events: (i) the payment of all of the principal`of, interest on and other amounts payable under the Senior Loan Subordination Agreement - Public HUD-92420M (6/18)_ CFN: 20210075626 BOOK 32322 PAGE 163 15 Documents; (ii) the payment (or if applicable, the forgiveness of all of the principal of, interest on and other amounts payable under the Subordinate Loan Documents, other than by reason of payments which Subordinate Lender is obligated to remit to Senior Lender pursuant to Section 5 hereof; (iii) the acquisition by Senior Lender of title to the Mortgaged Property pursuant to a foreclosure; or (iv) the acquisition by Subordinate Lender of title to the Mortgaged Property pursuant to a foreclosure or a deed in lieu of foreclosure of, or the exercise of a power of sale contained in, the Subordinate Mortgage, but only if such acquisition of title does not violate any of the terms of this Agreement. Notwithstanding the foregoing, in the event the Senior Indebtedness is refinanced or a transfer of physicai assets occurs, the term of this Agreement shall continue and the Subordinate Indebtedness and Subordinate Loan Documents shall be subordinate to any such indebtedness related to the refinanced or transferred loan as provided in Section 10 above. (i) Counterparts. This Agreement may beexecuted in any number of counterparts, each of which shall be considered an original for all purposes; provided, however, that all such counterparts shall together constitute one and the same instrument. Each signatory below hereby certifies that each of their statements and representations contained in this Agreement and all their supporting documentation thereto are true, accurate, and complete. This Agreement has been made, presented, and delivered for the purpose of influencing an official action of HUD in insuring the Loan, and may be relied upon by HUD as a true statement of the facts contained therein_ (j) Governmental Powers. Nothing in this Agreement is intended, nor will it be construed, to in any way limit the exercise by Subordinate Lender of its governmental powers (including police, regulatory and taxing powers) the following with respect to Borrower or the Mortgaged Property to the same extent asif it were not a party to this Agreement or the transactions contemplated by this Agreement: (i) exercising its governmental powers (including police, regulatory and taxing powers), (ii) any lien or encumbrance resulting from the failure to comply with local regulations, to pay ad valorem or business taxes, special assessments or other governmental impositions due the Subordinate Lender in its capacity as a municipal corporation, taxing entity, municipal service provider or regulatory body. For avoidance of doubt, this Agreement shall in no way diminish, limit or otherwise restrain the Subordinate Lender's power and authority as a sovereign municipal authority in the State of Florida. Subordination Agreement - Public HUD-92420M (6/18) CFN: 20210075626 BOOK 32322 PAGE 164 S-1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. SENIOR LENDER: JLL REAL ESTATE CAPITAL, LLC a Delaware limited liability company By: Beverly D. rquam Vice President [ACKNOWLEDGEMENT APPEARS ON FOLLOWING PAGE] Subordination Agreement- Public HUD-92420M (6/18) CFN: 20210075626 BOOK 32322 PAGE 165 S-2 STATE OF MINNESOTA ) ) COUNTY OF Anoka ) This instrument was acknowledged before me on January 5ti,, 2021, by Beverly D. Betquam, Vice President of JLL Real Estate Capital, LLC, a Delaware limited liability company, on behalf of whom the instrument was executed. WITNESSETH my hand and official seal in the State and County above, this 5th day of ,January , 2021_ Notary Public My commission expires: j^3 i-2-5 Subordination Agreement - Public HUD-92420M (6t18) CFN: 20210075626 BOOK 32322 PAGE 166 ATT STED: tf-a i City CI Hannon City STATE OF FLORIDA ) COUNTY OF MIAMI-DADE ) SUBORDINATE LENDER: CITY OF MIAMI, a municipal corporation of the State of Florida By: Arthr No City Manager S-3 The foregoing instrument was acknov4iedged before me by means ofphysical presence or D online notarization, this It _ day of / au) , 202f by Arthur Noriega V, as City Manager for the City of Miami, a municipal corporatio of the State of Florida, on behalf of the municipal corporation. He/she is personally known to me or has produced as identification_ — (NOTARY S EALOEL1AE. PEREZ ;;= tr{Y caMMI$StON #G+G 360880 '' EXPlRES:August 2 2023 15:14;_21.,11)'Bonded 'Mu Notary Public Undervetter Approved by Housing and Community Development Department: o .e Mensah Director Ap• oved a o leg. arm and correctness: Mendez Attome Subordination Agreement - Public Signature f Person Taking Acknowledgment (Affix Notary Seal) HUD-92420M (6/18) CFN: 20210075626 BOOK 32322 PAGE 167 BORROWER: Signed sea -d and deliveredPLATFORM 3750 II, LLC, a Florida limited liability company in res 11/.. f: r. • Nam ara M lark Martinez By: Mara S. Mades, Vice President S-4 STATE OF FLORIDA ) COUNTY OF MIAMI-DADE) The foregoing was sworn to, subscribed and acknowledged before r by means of [ }-- physical presence or [ 1 online notarization, on this (f day of/crk._ 2021, by Mara S. Mades, Vice President of Platform 3750 II, LLC, a Florida limited liability company, who is Q sonallv.Lmown to me or who produced as identification. WIT y SSETH my hand and official se of l , 2021. .Irc; Q iE' IN SN_VA �j p.,t' y PL .'K St '. ns FicrEda Comrprrt*:ls. _ :iC 202744 r .,4+ Comm. Essen �y R•-i 2. `0:. w Idly corirgI cc+,.lR ,?r ptfe5-ar, �k?.�--e_.e�Y"tawo-.;,rt-hmva�; -•am•:��t^�,wos'�' Subordination Agreement - Public ate and County abo ti day otary `u • , - a e of Fl • rids at Large Jacqueline Silva JACQUELINE SILVA Notary Public - State of Florida JO Commission NGG Z02744 dF , o My Comm, Expires Apr 2, 2022 Bonded through National Notary Assn, HUD-92420M (6118) CFN: 20210075626 BOOK 32322 PAGE 168 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 1 THROUGH 4, INCLUSIVE, OF PERCIVAL PLAT R.F.VISED, ACCORDING TO THE PLAT THEREOF RECORDED IN PLAT BOOK 1, PAGE 140, OF TIIE 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 I FOR A DISTANCE OF TWENTY (20) FEET TO A POINT; THENCE RUN NORTII 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 R IJN SOUTH ALONG THE EAST LINE OF SAID LOT ] FOR A DISTANCE OF SIXTY (60) FEET, MORE OR LESS, TO THE SOUTHEAST CORNER OF SAID LOT 1, WHICH IS THE POINT OF BF.GINNINCT_ 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 .l 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 'LJ-iE 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 TIIE SOUTHEAST CORNER OF LOT 1 OF PERCIVAL PLAT REVISED PLAT BOOK 1, PAGE 140; THENCE, S89°4.9'30"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 1 AT PAGE 140 OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA ; THENCE NOI°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 TO 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 N00°54'45"W 144,82 FEET TO A POINT ON THE SOUTHERLY RIGHT OF WAY LINE OF SOUTH DIXIE HIGHWAY (U.S.1), ALSO BEING A POINT OF CURVATURE OF A NON -TANGENTIAL CIRCULAR CURVE TO WHICH SAID POINT BEARS S34°50'01 "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 49129641-v1 11944-0051 Lcgal Description - Platform 3750 CFN: 20210075626 BOOK 32322 PAGE 169 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 FEET ALONG THE WEST RIGHT OF WAY LINE OF SW 37TH/ AVENUE (DOUGLAS ROAD); THENCE SO I °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 TFIE 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. 49129641-v 1 1 1944-00;51 1 cn1Description - Platform 3750 CFN: 20210075626 BOOK 32322 PAGE 170 A-1 SCHEDULE A SENIOR LOAN DOCUMENTS The following documents are dated on or about the date of this Agreement: NOTE (Multistate) by Borrower in favor of Senior Lender in the original principal amount of $60,470,000.00 ("Senior Note") MULTIFAMILY MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT by Borrower in favor of Senior Lender ("Senior Security Instrument") REGULATORY AGREEMENT FOR MULTIFAMILY PROJECTS by and between Borrower and HUD BUILDING LOAN AGREEMENT by and between Borrower and Senior Lender UCC-1 FINANCING STATEMENT recorded in the land records of Miami -Dade County, Florida, naming Borrower as Debtor and Senior Lender and HUD as Secured Parties UCC-1 FINANCING STATEMENT filed with the Florida Secured Transaction Registry, Florida, naming Borrower as Debtor and Senior Lender and HUD as Secured Parties And certain other ancillary documents evidencing and securing the Senior Loan Subordination Agreement - Public HUD-92420M (6/18) CFN: 20210075626 BOOK 32322 PAGE 171 A-1 SCHEDULE B SUBORDINATE LOAN DOCUMENTS 1) Promissory Note (HOME Funds) 2) Leasehold Mortgage and Security Agreement 3) HOME Loan Agreement 4) Rent Regulatory Agreement 5) Declaration of Restrictive Covenants 6) Disbursement Agreement Subordination Agreement - Public HUD-92420M (6/18)_