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HomeMy WebLinkAbout23349AGREEMENT INFORMATION AGREEMENT NUMBER 23349 NAME/TYPE OF AGREEMENT PLATFORM 3750 DESCRIPTION RENT REGULATORY AGREEMENT FOR PLATFORM 3750 II. LLC / 191 UNIT 14 FLOOR MIX INCOME RESIDENTAL BUILDING LOCATED AT 3750 S DIXIE HIGHWAY EFFECTIVE DATE January 11, 2021 ATTESTED BY NICOLE EWAN ATTESTED DATE 1/11/2021 DATE RECEIVED FROM ISSUING DEPT. 2/3/2021 NOTE 3`0 Prepared by, and, after recording return to: Victoria Mendez, Esq. City Attorney City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-19 1 0 Property Address: 3750 South Dixie Highway, Miami, FL CFN: 20210069291 BOOK 32317 PAGE 1 DATE:01/27/2021 03:52:18 PM HARVEY RUVIN, CLERK OF COURT, MIA -DAD CTY RENT REGULATORY AGREEMENT FOR PLATFORM 3750 THIS REN REGULATORY AGREEMENT ("Regulatory Agreement") is entered into this I, i day of , '2021, between PLATFORM 3750 II, LLC, a Florida limited liability compa y ( ereina. referred to as `Borrower") and the CITY OF MIAMI (hereinafter referred to as th " ity"). The execution of this Regulatory Agreement by the Borrower is in connection with the loan of Miami Forever Bond (`Bond") funds, (the "Loan"), secured by certain loan documents to be executed in connection therewith (the "Loan Documents"), for the construction of a total of seventy (79) residential apartment units. All seventy-nine (79) of the residential apartment units will be bond -assisted units (the "Bond -Assisted Units") of that certain project known as Platform 3750. The development will be a one hundred ninety one (191) unit 14-floor mix -income residential building located at 3750 S. Dixie Highway Miami, Florida (hereinafter referred to as the "Property" or the "Project"). In accordance with the requirements set forth in (i) that certain Miami Forever Bond Loan Agreement to be executed by the Borrower and the City for the Bond funds (the "Agreement" or "Loan Agreement"), and (ii) the other Loan documents of even date therewith between the Borrower and the City; seventy-nine (79) of the total one. hundred ninety-one (191) Project units are considered "Bond -Assisted" and all of the Bond -Assisted Units are subject to. the restrictions provided herein. Borrower hereby agrees to the following terms, conditions and covenants untilthe end of the Affordability Period: (1) Occupancy Requirements. The seventy-nine (79) Bond -Assisted Units shall be occupied only by for persons or households whose annual income does not exceed sixty percent (60%) of the median income for the area, as determined by the Florida Housing Finance Corporation ("FHFC") with adjustments for smaller and larger families and with certain exceptions as provided by FHFC, a. person or household whose annual income does not exceed thirty-three percent (33%) of the median income for the area, as determined by FHFC with adjustments for smaller and larger families and with certain exceptions as provided by FHFC, Very Low Income Households, Low Income Households, and Workforce Income Households. Bond - Assisted units shall be made available to tenants who qualify under the occupancy requirements of Florida Housing Finance Corporation and fit the income requirements. Very Low Income Household, for the purposes of this Regulatory Agreement, shall mean households whose annual incomes that do not exceed fifty percent (50%) of the median income for the area (e.g. Miami -Dade County Florida), as determined by Florida Housing Finance Corporation and adjusted for family size. Low Income Household, for the purposes of this Regulatory Agreement, shall mean households whose annual incomes that do not exceed eighty percent (80%) of the median incotne for the area (e.g. Miami -Dade County Florida), as determined by Page 1 of 14 c 6 CFN: 20210069291 BOOK 32317 PAGE 1437 Florida Housing Finance Corporation and adjusted for family size. Workforce Income Household, for the purposes of this Regulatory Agreement, shall mean households whose annual incomes that do not exceed one hundred forty percent (140%) of the median income for the area (e.g. Miami -Dade County Florida), as determined by Florida Housing Finance Corporation and adjusted for family size. (2) Maximum Rent Levels. The rents charged on all of the Bond -Assisted Units shall be subject to the rent limits released annually by Florida Housing Finance Corporation. The Rent maximums for leases signed in Miami, Florida effective as of April I, 2020 are as. follows: No. of No. of 80% AMI 140% Bond- 50% AMI AMI Assisted Maximum Maximum Maximum Units Bedrooms Rent Rent Rent 2 Studio $800 -- -- 44 Studio -- $1,280 -- 2 1 $857 -- -- 26 1 -- $1,371 -- 1 1 -- -- $2,401 2 2 $1,028 -- -- 2 2 -- $1,645 -- The foregoing maximum rents include tenant paid utilities. Maximum rents will be reduced for the amount of the applicable HUD. Utility Allowance for any utilities paid by the tenant. In no event will the monthly rent on a Bond -Assisted Unit exceed thirty percent (30%) of the applicable percentage of area median income set forth in Paragraph 1 above. Rents shall not be adjusted for changes in income or HUD published maximums until lease renewal. (3) Income Re -certification. Tenant income for Bond -Assisted Units shall be certified by the Borrower annually on the anniversary of each tenant's lease and maintained in the tenant file, subject to inspection by the City, in accordance with Paragraph 9 of this Regulatory Agreement. (4) Deposits and Pre -payments. Borrower shall not require, as a condition of occupancy or leasing of any Bond -Assisted Unit, any other consideration or deposit from the tenant, except for the prepayment of one month's rent and plus a security deposit not to exceed one additional month's rent. (5) Prohibited Lease Provisions. The Borrower's leases for Bond -Assisted Units shall not contain any of the following provisions: a. Agreement to be sued. A tenant lease may not contain a provision whereby the tenant agrees to be sued, admits guilt or consents to judgment in favor of the landlord in a lawsuit brought in connection with the lease. Page zof14 CFN: 20210069291 BOOK 32317 PAGE 1438 b. Agreement regarding treatment of property. A tenant lease may not contain a provision whereby the tenant agrees that the landlord may take, hold or sell personal property of the tenant household without notice and a'court decision. This prohibition does not apply to personal property remaining in the Bond -Assisted Unit after the tenant has moved out. e. Waiver of notice. A tenant lease may not contain a provision whereby the tenant agrees that the landlord may institute a lawsuit without notice to the tenant. d. Waiver of legal proceedings. A tenant lease may not contain a provision whereby the tenant agrees that the landlord may evict the tenant or a household member without instituting a civil court proceeding in which the tenant has the opportunity to present a defense or before a court decision on the rights of the parties. e. Waiver of a jury trial. A tenant lease may not contain a provision whereby the tenant agrees to. waive any right to a jury trial, f. Waiver of right to appeal a court decision. A tenant lease may not contain a provision whereby the tenant agrees to waive the tenant's right to appeal or otherwise challenge in court a court decision in connection with the lease. Agreement to pay legal costs, regardless of outcome. A tenant lease may not contain a provision whereby the tenant agrees to pay attorney's fees or other legal costs even if the tenant wins the court proceeding brought by the landlord against the tenant. The tenant, however, may be obligated to pay costs if the tenant loses. h. Excusing owner from responsibility. A tenant lease may not contain a provision whereby the tenant agrees not to hold the landlord or the landlord's agents legally responsible for any action or failure toact, whether intentional or negligent. (6) Annual Reporting. Each year, on the anniversary of the issuance of the certificate of occupancy/certificate of completion for the Project, and at other times at the request of the City, the Borrower shall furnish occupancy reports in a form approved by the City, and shall provide the City with such other information as may be requested by the City relative to income, expenses, assets, liabilities, contracts, operations; and condition of the Project and/or the Bond -Assisted Units. (7) Inspections. The Borrower agrees to submit the Bond -Assisted Units to an annual re -inspection to insure continuing compliance with all applicable housing codes, federal and local housing quality standards and regulatory requirements. The Borrower Will be furnished a copy of the results of each inspection within thirty (30) days of completion, and will be given thirty (30) days thereafter to correct any deficiencies or violations. At any time other than an annual inspection, the City may, in its discretion, inspect any Bond -Assisted Unit. The Borrower and the tenant will be provided with the results of the inspection and the time and themethod of compliance and corrective action that must be taken. g• Page 3 of 14 CFN: 20210069291 BOOK 32317 PAGE 1439 (8) Record -keeping. The Property, including the Bond -Assisted Units, equipment, buildings, plans, offices, apparatus, devices, books, contracts, records, documents, and other papers relating thereto shall at all times be maintained in reasonable condition for proper audit and shall be subject to examination and inspection at any reasonable time by the City. Borrower shall keep copies of all written contracts and other instruments which affect the Bond -Assisted Units, all or any of which may be subject to inspection and examination by the City. Specifically, the foregoing includes all records, calculations and information necessary to support tenant occupancy eligibility and monthly rental charges in addition to all leases and written notices to tenants with respect to the terms of this Regulatory Agreement, as required by Paragraph 12 of this Regulatory Agreement. (9) Default. Upon the occurrence of a violation of any provision of this Regulatory Agreement, the City shall give written notice thereof to the Borrower, by registered or certified mail, addressed to the Borrower's address as stated in this Regulatory Agreement, or to such other address(es) as inay 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: 'I'o Borrower: With Copy to: To City: Platform 3750 II, LLC 2100 Hollywood Blvd Hollywood, FL 33020 Attention: Leon J. Wolfe Brian J. McDonough Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. 150 West Flagler Street, Suite 2200 Miami, FL 33130 City of Miami Department of Housing and Community Development One Flagler Building 14 Northeast 15t Avenue, Second Floor Miami, Florida 33132 Attn: George Mensah, Director Page 4 of 14 CFN: 20210069291 BOOK 32317 PA 1440 With Copy To: Victoria Mendez Office of the City Attorney, City of Miami 4Mil 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 ($M0.00) per Bond -Assisted Unit that is the subject of such violation up to a maximum of Five Thousand Dollars and no/cents ($5,000.00) per month, for each month the violation is not corrected, and pay same over to the City. The remedy for violation provided in this section of this Regulatory Agreement is cumulative with any and all remedies at law or in equity provided in the event of a default under this Regulatory Agreement and/or the Loan Documents. £11) Tenant Notice. Borrower agrees during the term of this Regulatory Agreement, to furnish each tenant of a Bond -Assisted Unit, at the execution or renewal of any lease or upon initial occupancy, if there is no lease, with a written notice in the following form: The rent charged for your apartment and the services included in lhal rent are subject to a Rent Regulatory Agreement between the landlord and the City of Miami, for the term of the Affordability Period. A copy of the Rent Regulatory Agreement will be made available by the landlord to each tenant upon request. If there is no lease for a Bond -Assisted Unit, Borrower shall maintain a file copy of such notice delivered to the tenant, with a signed acknowledgement of receipt by the tenant. All such notices to tenants will be made available for inspection upon request by the City. (12) No Conflict with Loan Documents. The provisions of this Regulatory Agreement are in addition to, and do not amend, alter, modify, or supersede in any respect, the provisions of the mortgage and/or any of the other Loan Documents executed in connection with the Loan. (13) Partial Invalidity. The invalidity of any paragraph or provision of this Regulatory Agreement shall not affect the validity of the remaining paragraphs and provisions hereof. (14) Term. This Regulatory Agreement shall be effective until the expiration of the Affordability Period. On the expiration of such period, this Regulatory Agreement shall immediately lapse and be of no further force and effect without the necessity of any other written document or instrument.. Notwithstanding the foregoing, upon such expiration, the Borrower shall be permitted to prepare and record an instrument evidencing the expiration of and other termination of this Regulatory Agreement in the Public Records of Miami -Dade County, Florida. Page 5 of 14 CFN: 20210069291 BOOK 32317 PAGE 1441 (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) Severabilitv. Invalidation of one of the provisions of this Regulatory Agreement by judgment of Court shall notaffect 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 alT principles of choice of laws, conflict. of laws and comity. Any action pursuant to a dispute under this Regulatory Agreement must be brought in Miami -Dade County and no other venue. All meetings to resolve said dispute, including voluntary arbitration, mediation, or other alternative dispute resolution mechanism, will take place in this venue. The parties both waive any defense that venue in Miami -Dade County is not convenient. (20) Counterparts. This Agreement may be, executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile., PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties anoriginal signed Agreement upon request. (21) Attorney's Fees. In the event litigation, arbitration, or mediation, between the parties hereto, arises out of the terms of this Regulatory Agreement, each party shall be responsible for its own attorney's fees, costs, charges, and expenses through the conclusion of all appellate proceedings, and including any final settlement or judgment. (22) HUD Rider. Project Sponsor and City acknowledge andagree to the terms in Exhibit "B," which is attached hereto and incorporated herein by reference. [Signature Page Follows] Page 6 of 14 CFN: 20210069291 BOOK 32317 PAGE 1442 THIS REGULATORY AGREEMENT has been executed and delivered as of the day and year first above written. WITNESSES: Print Name: °'r 1wCtCZ, •LA2•t^5ta✓1 S r\ ' �6- Print t3ame� { J BORROWER'S ADDRESS: PLATFORM 3750. LLC 2100 HOLLYWOOD BLVD HOLLYWOOD. FL 33020 STATE OF FLORIDA } COUNTY OF MIAMI-DADE } SS: BORROWER: Platform 3750 II, LLC, a Florida limited liability company By: A,n Print 'Name: Mara S. Mades Title:Vice. resident Date: f / - / z02 f ACKNOWLEDGMENT The foregoing instrument was a vledged before me by means ofysical presence or 0 online notarization this , day of a A.) C-1 r. L, 2021 by Mara S. Mades, as Vice President of Platform 3750 II, LLC, a Florida limited liability co any, on behalf of the company, Who personally known to me or has produced ' �as identification JACQUELINE SILVA Notary Public - State of Florida ` oF` ... My Camms Expires202744 Apr 2, 20ZZ Bonded through National Notary Assn. Print Nakoueltna Silva Notary Public, State of Florida at large J:.14°.'c,i h: - b ti, ry rr,' Page 7 of 14 CFN: 20210069291 BOOK 32317 PAGE 1443 THIS REGULATORY AGREEMENT has been executed and delivered as of the day and year first above written. CITY: CITY OF MIAIVII, a.municipal corporation of the State of Flo da By: Todd City C1er.. Date: APPROVYJAS'TO FORM AND Arthur Nbji'iega V City Manager Page 8 of t4 CFN: 20210069291 BOOK 32317 PAGE 1444 EXHIBIT "A" TRACT A, OF SIMBER SUBDIVISION, ACCORDING TO THE PLAT THEREOF, RECORDED IN PLAT BOOK 64, PAGE 31, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA. AND LOTS I THROUGH 4, INCLUSIVE, OF PERCIVAL PLAT REVISED, ACCORDING TO TIIR 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 I CONVEYED TO THE CITY OF MIAMI, A MUNICIPAL CORPORATION BY THAT CERTAIN DEED RECORDED TN 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 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 RUIN 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 bF 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 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 S1MBF.R 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 APOINT 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 RIGIIT OF WAY LINE OF SOUTH DIXIE HIGHWAY (U.S.1) ALSO BEING THE ARC OF A 1188.78 FOOT RADIUS CURVE CONCAVE #9'129641-v1 11944-0051 Legal Description. • Platform 3 750 CFN: 20210069291 BOOK 32317 PAGE 1445 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°5445"E 270.60 FEET ALONG THE WEST RIGHT OF WAY LINE OF SW 37TH/ AVENUE (DOUGLAS ROAD); THENCE SO °00'12"E 88.64 FEET TO A POINT ON A TANGENT CIRCULAR CURVE CONCAVE TO THE NORTHWEST HAVING A RADIUS OF 25.00 FEET; THENCE 39.63 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGEL OF 90'49'42" TO THE POINT OF BEGINNING. ALL LANDS DESCRIBED BASED ON AN ASSUMED BEARING OF N89°49'30"E ALONG THE CENTERLINE OF DAY AVENUE, LYING AND BEING IN MIAMI-DADE COUNTY, FLORIDA. #9129641-v 1 11944-0051 Legal Description - Platform 3750 CFN: 20210069291 BOOK 32317 PAGE 1446 Exhibit B This RIDER TO RESTRICTIVE COVENANTS is made as of r 1 , 2021, by PLATFORM 3750 II, LLC, a Florida limited liability company (`rro - ") and CITY OF MIAMI, a municipal corporation of the State of Florida ("Agency" or "Lens '). 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 375 ("Project"), which loan is sec red by a mortgage ("Security Instnrmen ") dated as of , and recorded on , 2021 in Official Records Book /Aat Pagefl/A 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 he recorded against the Project; and WHEREAS, HUD requires as a condition of its insuring Lender's financing to the Project, that the lien and covenants of this Regulatory Agreement (the "Restrictive Covenants") be subordinated to the lien, covenants, and enforcement of the Security Instrument; and WHEREAS, the Agency has agreed to subordinate the Restrictive Covenants to the lien of the Mortgage Loan in accordance with the terms of this Rider. NOW, THEREFORE, in consideration of the foregoing and for other consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: (a) In the event of any conflict between any provision contained elsewhere in the Restrictive Covenants and any provision contained in this Rider, the provision contained in this Rider shall govern and be controlling in all respects as set forth more fully herein. (b) The following terms shall have the following definitions: "Code" means the Internal Revenue Code of 1986, as amended. "HUD" means the United States Department of Housing and Urban Development. "HUD Regulatory Agreement" means the Regulatory Agreement between Borrower and HUD with respect to the Project, as the same may be supplemented, amended or modified from time to time. "Lender" means JLL Real Estate Capital, LLC, a Delaware limited liability company, its successors and assigns. "Mortgage Loan" means the mortgage Loan made by Lender to the Borrower pursuant to the Mortgage Loan Documents with respect to the Project. Page 10 of 14 CFN: 20210069291 BOOK 32317 PAGE 1447 "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. "SurplusCash" 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 of 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. (c) 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'sreporting requirement, in enforcing the Restrictive Covenants the Agency will not file any claim against the Project, the Mortgage Loan proceeds, any reserve or deposit required by HUD in connection with the Security Instrument or HUD Regulatory Agreement, or the rents or other income from the property other than a claim against: i. Available surplus cash, if the Borrower is a for -profit entity; ii. Available distributions of surplus cash and residual receipts authorized for release. by HUD, if the Borrower is a limited distribution entity; or Page 11 of 14 CFN: 20210069291 BOOK 32317 PAGE 1448 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 12 of 14 CFN: 20210069291 BOOK 32317 PAGE 14 9 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 IP-Physical presence or Cl online notarization, this 3 day of ff-ant.ia 2021 by Mara S. Mades as Vice President of Platform 3750 II, LLC. She is personally kno identification. (NOTARY PUBLIC SEAL) NoillbsemilloodWaaftwibillbaholLabIllie° 6.4 ii'Pet, JACQUELINE SILVA INA Notary Pubilc - State of Florida ,,,,4,4., SI Commission If GG 202744 .. ''''' My Comm. Expires Apr 2, 2022 Bonded through National Notary Assn. Aliwarearmemeems~derswmmlomolommoft n to me or has produced as Signature ofPerson Taking Acknowledgment Jacqueline Silva JACQU,iLlsiE S)LvA !•• - r:fry c Floriea , 4 Z. 2,0.72 ..• Nat 4c.r7,3' tior.,ry bs! n, Page 13 a 14 CFN: 20210069291 BOOK 32317 PAGE 1450 CITY: CITY OF MIAMI, a municipal corporation of the State of Fl ida By: odd 1 City C Date: Arthur Nbriega City Manager Page 14 of 14