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HomeMy WebLinkAbout23366AGREEMENT INFORMATION AGREEMENT NUMBER 23366 NAME/TYPE OF AGREEMENT CARRFOUR SUPPORTIVE HOUSING, INC. DESCRIPTION ASSIGNMENT & ASSUMPTION OF MORTGAGE & LOAN DOCUMENTS/BARCELONA CONDOMINIUM EFFECTIVE DATE September 9, 2020 ATTESTED BY TODD B. HANNON ATTESTED DATE 8/25/2020 DATE RECEIVED FROM ISSUING DEPT. 4/20/2021 NOTE MANUEL DOBRINSKY President JULIE AZUAJE 1°, Vice President LINDA LOTT 2nd Vice President D. PORPOISE EVANS Treasurer KAREN LAPEKAS Secretary JORDI GUSO Immediate Past President MARCIA K. CYPEN Executive Director Emeritus MONICA VIGUES-PITAN Executive Director Todd Hanon Office of the City Clerk 3500 Pan American Drive Miami, Florida 33133 April 13, 2021 LEGALK4SERVICES OF GREATER MIAMI, INC. Re: City of Miami Original Recorded Documents Carrfour Supportive Housing, Inc. — Barcelona Condominiums Dear Mr. Hannon: City of Miami Attorney Richard Appleton instructed me to send you the enclosed original documents for record keeping. Please find enclosed the recorded City of Miami documents for Carrfour Supportive Housing Inc.'s Barcelona Condominium closing with Miami -Dade County. Note that the documents were e-recorded — the first page of each document is a copy with the e-recording information, followed by the original document. The following documents are enclosed: • "Affirmation and Consent" • "Assignment and Assumption of Mortgage and Loan Documents with City Consent Hereto in my possession." Feel free to contact me if you have any questions. Thanks! Sincerely, Chiara Brandstaetter Attorney at Law PASSIONATELY COMMITTED TO EQUAL JUSTICE 4343 West Flagler Street • Suite 100 •Miami, FL 33134 Direct (305) 438- 2461• Fax (305) 438 •- 2461• 1 TY (305) 573- 1578 Email: CBrandstaetter@legalservicesrniami.org • Website: www.legalservicesmiarni.org Lsc CFN: 20200721795 BOOK 32240 PAGE 1801 DATE:12/15/2020 10:31:31 AM MTG DOC 7,000.00 HARVEY RUVIN, CLERK OF COURT, MIA-DADE CTY Recording Requested By And When Recorded Mail To: Legal Services of Greater Miami, Inc: Attention: Chiara Brandstaetter, Esq. 4343 West Flagler Street Suite 100 Miami, Florida 33134 ASSIGNMENT AND ASSUMPTION OF MORTGAGE AND LOAN DOCUMENTS WITH CITY CONSENT HERETO KNOWN BY ALL PERSONS BY THESE PRESENTS of this Assignment and Assumption of the Loan Documents originally by and between the CITY OF MIAMI, a municipal corporation of the State of Florida, (hereinafter City") and CARRFOUR SUPPORTIVE HOUSING, INC., a Florida Not For Profit Corporation, (hereinafter "Assignor") dated September 26, 2011, as may have been amended (hereinafter "Loan Documents"), which Loan Documents are hereby expressly and unconditionally assigned by Assignor to C4 BARCELONA I, LLC, a Florida limited liability company, C4 BARCELONA 2, LLC, a Florida limited liability company, and C4 BARCELONA 3, LLC, a Florida limited liability company (hereinafter collectively the `Assignee"), ("Assignment and Asswmption Agreement") subject to the terms of this Assignment and Assumption Agreement and the consent of the City ("City Consent"), effective as of Sejiemfw 2, 2020 ("Effective Date"). WITNESSETH: WHEREAS, the City is the holder ofa loan to Assignor, evidenced by a Promissory Note (the "Note"), dated as of September 26, 2011, in the original principal amount of $2,000,000.00 (the 'Loan"); and WHEREAS, the Loan was used to acquire and rehabilitate eighteen (18) residential apartment units located at 2217 NW 7 Street Miami, Florida 33125, as more particularly described in Exhibit "A" attached hereto (the `Property"); and WHEREAS, Assignor's obligations under the Note are further evidenced and/or secured by the CHDO Home Loan Agreement, Disbursement Agreement, Declaration of Restrictive Covenants, Rent Regulatory Agreement, Mortgage and Security Agreement as set forth in Exhibit "B" and incorporated by reference herein as if fully recited in this Assignment and Assumption Agreement ((the documents listed in Exhibit B and all other documents executed and delivered in connection with the Loan, the "Loan Documents")); and WHEREAS, the Assignor and the Assignee, have stipulated and agreed that, from the Effective Date hereof, (a) the Loan Documents are assigned to Assignee, (b) the Assignor is assigning all of its obligations, rights, and interests in the Loan Documents to Assignee, and (c) the Assignee is accepting and assuming from Assignor all of the obligations, rights, and interests in the Loan Documents; and WHEREAS, the Assignor is validly existing nonprofit corporation organized under the laws of the State of Florida, authorized to conduct business in the State of Florida, and duly authorized to assign the Loan Documents pursuant to the terms and conditions set forth herein, all pursuant to Assignor's evidence of its authorization by its Amended and Restated Bylaws dated as of January 24, 2008; and Page 1 of 12 Recording Requested By And When Recorded Mail To: Legal Services of Greater Miami, Inc'. . Attention: Chiara Brandstaetter, Esq. 4343 West Flagler Street Suite 100 Miami, Florida 33134 ASSIGNMENT AND ASSUMPTION OF MORTGAGE AND LOAN DOCUMENTS WITH CITY CONSENT HERETO KNOWN BY ALL PERSONS BY THESE PRESENTS of this Assignment and Assumption of the Loan Documents originally by and between the CITY OF MIAMI, a municipal corporation of the State of Florida, (hereinafter "City") and CARRFOUR SUPPORTIVE HOUSING, INC., a Florida Not For Profit Corporation, (hereinafter "Assignor") dated September 26, 20 L I, as may have been amended (hereinafter "Loan. Documents"), which Loan, Documents are hereby expressly and unconditionally assigned by Assignor to'.C4 BARCELONA'1,: LLC, a Florida limited liability company. C4: BARCELONA 2; LLC, 'a Florida limited liability company, and C4'BARCELONA 3; LLC,* aklprida limited liability company (hefeinafter collectively:the "Assignee"), ("Assignment and Assumption Agreement") subject to the terms of this Assignment and:As`sumption Agreement and the consent of the City (' City Consent"), effective as of Sep/en bb/ 9 , 2020 ("Effective Date"). WITNESSETH: WHEREAS, the City is the holder of a loan to Assignor, evidenced by a Promissory Note (the "Note"), dated as of September 26, 2011, in the original principal amount of $2,000,000.00 (the "Loan"); and WHEREAS, the Loan was used to acquire and rehabilitate eighteen (18) residential apartment units located at 2217 NW 7 Street Miami, Florida 33125, as more particularly described in Exhibit "A" attached hereto (the "Property"); and WHEREAS, Assignor's obligations under the Note are further evidenced and/or secured by the CHDO Home Loan Agreement, Disbursement Agreement, Declaration of Restrictive Covenants, Rent Regulatory Agreement, Mortgage and Security Agreement as set forth in Exhibit `B" and incorporated by reference herein as if fully recited in this Assignment and Assumption Agreement ((the documents listed in Exhibit B and all other documents executed and delivered in connection with the Loan, the "Loan Documents")); and WHEREAS; .the Assignor and the Assignee, have stipulated' and -:agreed that, from the Effective Date hereof, (a) the Loan Documents are assigned to Assignee, (b'); the Assignor is assigning all of its obligations, rights; and interests in the Loan Documents to Assignee, and (c) the Assignee is accepting and assuming from Assignor all of the obligations, rights, and interests in the Loan.Documents; and WHEREAS, the Assignor is validly existing nonprofit corporation organized under the laws of the State of Florida, authorized to conduct business in the State of Florida, and duly authorized to assign the Loan Documents pursuant to the terms and conditions set forth herein, all pursuant to Assignor's evidence of its authorization by its Amended and Restated Bylaws dated as of January 24, 2008; and Page 1 of 12 WHEREAS, the Assignee is validly existing and duly authorized, licensed, certified, bonded, and insured to conduct business under the laws of the State of Florida and to perform all the services and obligations under the Loan Documents, and to accept and assume the assignment of the Loan Documents pursuant to the terms and conditions set forth herein,and ppursuant to the Certificates of Corporate Resolutions and Incumbency respectively dated May 13, 2020, May 13, 2020, and May 19, 2020, which authorize Assignor and Assignee to enter into this Assignment and Assumption Agreement; and WHEREAS, on September 28, 2011, Assignor conveyed the Property to the following limited liability companies, of which the Assignor is the sole member and manager: (i) Unit 506 was conveyed to C4 BARCELONA 1, LLC, a Florida limited liability company, by quit claim deed recorded in Official Records Book 27881 at page 0052 of the publi c records of Miami -Dade County, Florida (ii) Units 502, 503, 507, 508, 606, 703, 707, 906 and 908 were conveyed to C4 BARCELONA 2, LLC, a Florida limited liability company, by quit claim deed recorded in Official Records Book 27881 at pages 0055,0058, 0061, 0064, 0067, 0070, 0073, 0076, 0079, all in the public records of Miami -Dade County, Florida and (iii) Units 802, 809, 1006, 1008, 1106, 1108, 1206 and 1208 were conveyed to C4 BARCELONA 3, LLC, a Florida limited liability company by quit claim deed recorded in Official Records Book 27881 at pages 0100, 0103, 0082, 0094, 0091, 0085, 0085, 0088, 0097, all in the public records of Miami -Dade County, Florida (collectively, "Conveyance"); and WHEREAS, the Loan Documents expressly prohibit the conveyance of the Property without the express written consent of the City; and, WHEREAS, the City is willing to grant its written consent through execution of the City Consent to this Assignment and Assumption Agreement to the terms and conditions set forth herein as set forth below and on the condition that Assignee shall assume all of the obligations heretofore imposed by the Loan Documents upon Assignor and any modifications or amendments thereto; and NOW, THEREFORE, in consideration of and for value given and received, the legal sufficiency of which is acknowledged, it is agreed and understood as follows: 1. RECITALS, INCORPORATION BY REFERENCE. All of the above recitals are true and correct in all respects. All of the documents referenced herein are deemed as being expressly incorporated by reference herein as though set forth in full herein. 2. ASSIGNOR ACKNOWLEDGEMENT, REPRESENTATIONS, COVENANTS, ASSIGNMENT, CONSENT, AND AGREEMENT. Assignor, who is authorized to conduct business in the State of Florida, having its principal place of ; business at 1398 Southwest 1 Street 12th Floor Miami, Florida 33135 (a) acknowledges, represents, agrees, and covenants that Assignor is validly existing, in good standing, is duly authorized to and has duly carried out all obligations set forth in the Loan Documents and has carried out all legal steps necessary for Assignor to assign the Loan Documents and to undertake Assignor's obligations set forth in this Assignment and Assumption Agreement; (b) represents and covenants that it is not in default of any obligations under the Loan Documents; (c) hereby releases, holds harmless, indemnifies, and agrees to defend the City, its officials, representatives, agents, and employees from any claims, actions, damages, liabilities, fees, costs and judgments arising from the Loan Documents and this Assignment and Assumption Agreement provided, however, that Assignor shall not be liable for the gross negligence or intentional misconduct of the City, its officials, representatives, agents, and employees; (d) acknowledges, represents, covenants, and agrees that the Loan Documents are currently in good standing, and that no defaults, claims, or setoffs exist thereunder; and (e) hereby assigns to Assignee all of Assignor's obligations, rights, and interests in the Loan Documents on the express conditions that the Assignee complies with the Loan Documents, as aforesaid, and this Page 2 of 12 Assignment and Assumption Agreement. Assignor agrees that any of the obligations in this section will survive the term, termination, and cancellation hereof. 3. ASSIGNEE ACKNOWLEDGEMENT. REPRESENTATIONS, COVENANTS. AGREEMENTS, ACCEPTANCE, AND ASSUMPTION. The Assignee, who is authorized to conduct business in the State of Florida, having its principal place of business at 1398 Southwest 1 Street 12th Floor Miami, Florida 33135 (a) acknowledges, represents, agrees, and covenants that it is validly existing, in good standing in the State of Florida, duly authorized to and has duly carried out all legal steps necessary for Assignee to assume the Loan Documents and to undertake all obligations set forth in the Loan Documents and this Assignment avid Assumption; (b) represents and covenants that it is not in default of any obligations under the Loan Documents; (c) hereby releases, holds harmless, indemnifies, and agrees to defend the City, its officials, representatives, agents, and employees from any claims, actions, damages, liabilities, fees, costs and judgments arising from the Loan Documents and this Assignment and Assumption Agreement, provided, however, that Assignee shall not be liable for the gross negligence or intentional misconduct of the City, its officials, representatives, agents, and employees; Assignee also releases, holds harmless, indemnifies, and agrees to defend the Assignor, its members, agents, and employees from any claims, actions, damages, liabilities, fees, costs, and judgments arising from the Loan Agreement and/or the Loan Documents; (d) hereby acknowledges and agrees that the Documents are currently in good standing, and that no defaults, claims, or setoffs exist thereunder; and (e) acknowledges, agrees, represents, and covenants to City, that the Assignee hereby assumes, accepts, agrees to carry out, and will faithfully perform all of the obligations, rights, and interests in the Loan Documents and all of the terms assumed, or to be performed or discharged under the Loan Documents on the express conditions that the Assignee complies with the Loan Documents, as aforesaid, and this Assignment and Assumption Agreement. The Assignee further agrees and covenants to be bound (a) by all the terms, obligations, and conditions ofthe Loan Documents, and (b) to promptly provide to the City any documentation, certificates of insurance, payment/performance bonds, licenses, registrations, certificates, data, reports, and any other information due under the Loan Documents which have been requested by the City, prior to the instant date, at any time during the term of the Loan Documents, and for five (5) years after the termination/expiration of the Affordability Period as defined in the Loan Documents. Assignee agrees that any of the obligations in this section will survive the term, termination, and cancellation hereof. 4. PROOF OF INSURANCE. Prior to the execution of this Assignment and Assumption Agreement, the Assignee must furnish to the City's Risk Management Department for its review and approval Certificates of Insurance evidencing that the Assignee has the required insurance coverage(s) currently in effect, as was required of the Assignor under the Loan Documents. 5. CONSENT BY CITY. City hereby consents to the assignment of the Loan Documents from Assignor to Assignee and the assumption of the Loan Documents by Assignee on the express condition that the Assignee complies with the Loan Documents and this Assignment and Assumption Agreement. City expressly reserves the right to withhold its consent to any future sale or transfer of the Property, as provided in the Mortgage. 6. NOTICES AND CONTACTS. All notices under this Assignment and Assumption Agreement shall be in writing and addressed as follows, and sent by certified U.S. mail, return receipt requested: To City: City of Miami Department of Housing and Community Development One Flagler Building Page 3 of 12 With Copies To: And To Assignee: And And To Assignor: With copies to: 14 Northeast 1st Avenue, Second Floor Miami, Florida 33132 Attn: George Mensah, Director Arthur Noriega V City Manager City of Miami 444 S.W. 2nd Avenue, loth Floor Miami, FL 33130-1910 Victoria Mendez City Attorney City of Miami 444 S.W. 2nd Avenue, 9th Floor Miami, FL 33130-1910 C4 Barcelona 1, LLC c/o Carrfour Supportive Housing, Inc. 1398 Southwest 1 Street,12th Floor Miami, Florida 33135 Attn: Stephanie Berman C4 Barcelona 2, LLC c/o Carrfour Supportive Housing, Inc. 1398 Southwest 1 Street,12th Floor Miami, Florida 33135 Attn: Stephanie Berman C4 Barcelona 3, LLC c/o Carrfour Supportive Housing, Inc. 1398 Southwest 1 Street,12th Floor Miami, Florida 33135 Attn: Stephanie Berman Carrfour Supportive Housing, Inc. c/o Carrfour Supportive Housing, Inc. 1398 Southwest 1 Street,12th Floor Miami, Florida 33135 Attn: Stephanie Berman Legal Services of Greater Miami, Inc. 4343 West Flagler Street, Miami, Florida 33134 Attn: Chiara Brandstaetter 7. HEADINGS. The article and paragraph headings in this Assignment and Assumption Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Assignment and Assumption Agreement. 8. CONFLICTS WITH APPLICABLE LAWS. If any provision of this Assignment and Assumption Agreement conflicts with any applicable law or regulation, only the conflicting provision shall be Page 4of12 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 Assignment and Assumption Agreement, as modified, shall continue and all other provisions of this Assignment and Assumption Agreement shall remain in full force and effect. 10. ENTIRE AGREEMENT. This Assignment and Assumption Agreement and its Exhibits, which are attached hereto and are hereby incorporated into this Assignment and Assumption Agreement and made a part hereof, set forth the entire agreement, as described herein, and supersedes all prior and contemporaneous negotiations, understandings, written or oral between the parties relating to the transaction described herein. This Assignment and Assumption Agreement may not be amended, suspended, superseded or otherwise modified except by a written instrument, expressly identifying the modifications made and signed by the authorized representative of each of the parties. The City's authorized representative is the City Manager. 11. COUNTERPARTS. This Assignment and Assumption 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 Assignment and Assumption Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Assignment and Assumption 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 Assignment and Assumption Agreement upon request. 12. PUBLIC RECORDS. Both Assignor and Assignee understand, acknowledge, and agree that the public shall have access, at all reasonable times, to all documents and information pertaining to the City, subject to the provisions of Chapter 119, Florida Statutes, and any specific exemptions there from, and Assignor and Assignee both agree to allow access by the City and the public to all documents subject to disclosure under applicable law unless there is a specific exemption from such access. Assignor's or Assignee's failure or refusal to comply with the provisions ofthis section shall result in a material breach of this Assignment and Assumption Agreement. Pursuant to the provisions of Chapter 119, Florida Statutes, Assignor and Assignee must comply with the Florida Public Records Laws, and specifically they must: 1. Keep and maintain public records that ordinarily and necessarily would be required by the City in order to perform under this Assignment and Assumption Agreement. 2. Provide the public with access to public records on the same terms and conditions that the City would provide the records and at a cost that does not exceed the cost provided in Chapter 119 or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. 4. Meet all requirements for retaining public records and transfer, at no cost to the City, all public records in possession of the Assignor and Assignee upon termination of this Assignment and Assumption Agreement and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. 5. All records stored electronically must be provided to the City in a format compatible with the information technology systems of the City. Assignor and Assignee both agree that any of the obligations in this section will survive the term, termination, and cancellation hereof. Page 5of12 IF ASSIGNOR OR ASSIGNEE HAVE QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO ASSIGNOR'S OR ASSIGNEE'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS ASSIGNMENT AND ASSUMPTION AGREEMENT AS A PUBLIC CONTRACT, PLEASE CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT TELEPHONE NUMBER 305-416-1800, EMAIL: PUBLICRECORDS@MIAMIGOV.COM, AND MAILING ADDRESS: PUBLIC RECORDS C/O OFFICE OF THE CITY ATTORNEY, 9TH FLOOR, MIAMI RIVERSIDE CENTER, 444 S.W. 2ND AVENUE, MIAMI, FLORIDA 33130 OR THE CITY'S DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT'S CUSTODIAN OF RECORDS AT 2ND FLOOR, ONE FLAGLER BUILDING, 14 NE 1 AVE, MIAMI, FLORIDA 33132. 13. VENUE AND GOVERNING LAW. Assignor and Assignee further agree that their respective obligations under this Assignment and Assumption will be construed under the laws of the State of Florida and that venue in any civil action arising out of this Assignment and Assumption Agreement shall be in Miami -Dade County, Florida. In order to expedite any civil action arising between or among them as a result of this Assignment and Assumption, the parties hereby waive their respective rights to demand a jury trial, or to maintain claims for attorney's fees against the other parties. Notwithstanding anything to the contrary, all parties shall bear their own respective attorneys ' fees, costs, and expenses in connection with this Assignment and Assumption Agreement. 14. LOAN BALANCE. The outstanding balance of the Loan is One Million Nine Hundred Eighty Four Thousand Three Hundred Seventy Seven and 77/100 Dollars ($1,984,377.77) ("Outstanding Balance"). City, Assignor, and Assignee agree that the Outstanding Balance is true and correct and that it represents the total amount that shall be paid by Assignee to City in compliance with the Loan Documents. Assignor and Assignee collectively and individually each affirm, warrant, represent, and covenant that they have no defenses nor rights of set-off against City or against the payment, collection, or enforcement of the indebtedness evidenced by the Note and owed to City. C4 BARCELONA 1, LLC, C4 BARCELONA 2, LLC, and C4 BARCELONA 3, LLC jointly and severally agree and acknowledge that they shall remain liable hereunder and under the terms, obligations, and conditions of the Loan Documents until the Outstanding Balance is fully paid or until the termination/expiration of the Affordability Period as defined in the Loan Documents. 15. RELEASE OF ASSIGNOR. As of the date of this Assignment and Assumption Agreement City hereby releases Assignor from any and all liability under the Promissory Note, Loan Agreement, and Loan Documents. 16. PENDING CLAIMS. Neither Assignor nor Assignee have actual knowledge or constructive knowledge of any lawsuit, claim, demand, regulatory or administrative action, or litigation, regarding the Property, which will have an adverse impact on the City, Assignor, and/or Assignee. 17. WARRANTIES AND REPRESENTATIONS. Assignor and Assignee warrant and represent as follows: (i) Neither Assignor nor Assignee have done acts or omitted to do any act which might prevent City from, or limit City in, acting upon or under any of the provisions herein; in the Mortgage, in the Note or any other loan document executed in connection therewith. (ii) Neither Assignor nor Assignee are prohibited under any other agreement with any other person or any judgment or decree, from the execution and delivery of this Assignment and Assumption Agreement, or the performance of each and every covenant hereunder or under the Mortgage, Note or any other loan document executed in connection therewith. (iii) No action has been brought or threatened which would in any way interfere with the right of Assignor and/or Assignee to execute this Assignment and Assumption Agreement and perform all of Assignor and/or Assignee's obligations contained herein, in the Note, in the Mortgage, or in any other loan document executed Page 6 of 12 in connection therewith.(iv) All financial statements of Assignor and Assignee are true and correct in all respects, fairly present the respective financial conditions of the subjects thereof; as of the respective dated thereof and no material adverse change has occurred that would affect Assignee's ability to repay the indebtedness evidenced by the Note and secured Mortgage. 18. MISCELLANEOUS. (i) Assignor and Assignee shall collectively pay all costs of the assumption made hereby, to include without limitation, and recording costs. Such costs shall be due at Closing hereunder and the payment thereof shall be a condition precedent to City's consent to the transfer of the Property to Assignee. In the event that it is determined that additional costs relating to this transaction are due, Assignee agrees to pay such costs immediately upon demand. (ii) It is the intent of the parties that this instrument shall not constitute a novation and shall in no way adversely affect the lien priority of the Mortgage and other Loan Documents referred to herein. The parties hereto shall be bound by all terms and conditions hereof until all indebtedness owing from the Assignee to the City shall have been paid in full. (iii) The recording of this Assignment and Assumption Agreementin the public records shall evidence the closing of the transaction described herein ("Closing"). (iv) This Assignment and Assumption Agreement shall inure to the benefit of and be binding upon the parties hereto as well as their successors and assigns, heirs and personal representatives. «SIGNATURES ON FOLLOWING PAGES» {REMAINDER OF PAGE INTENTIONALLY LEFT BLANK} Page 7of12 IN WITNESS WHEREOF, the undersigned have executed this Assignment and Assumption Agreement this t 1'` day of cou4ri,ibe/ , 2020. Witn• By:` Print Name: ,y 0 3 . T4bG61,, Title: y Date: % by J,z01.dI Assignee: C4 Barcelona 1, LLC, a Florida Limited Liability Company By:_Carrfour Supportive Housing Inc., a Florida nonprofit co or tion, its sole member. By: Stephanie Berman, President Dad:��\t!,Z_.6 Witnes By:.., Print Name: Q( (� 7 Title: & a b' _�:, Date: STATE OF FLORIDA COUNTY OF MIAMI-DADE THE FOREGOING INSTRUMENT w s acknowledged before me by means of Q'physical presence or ❑ online notarization, on this tli- day of Vc7118 4-L , 2020 by STEPHANIE BERMAN as PRESIDENT of Carrfour Supportive Housing Inc., a Florida nonprofit corporation, sole member of C4 BARCELONA 1 LLC, a Florida limited liability company, who is personally known to me or who produced a as identificatirf My Commission Expires: `7 1 11 114— :'►Fr ove'.. JAMES D. PETRONE Notary Public • State of Florida Commission # GG 972061 ..o..o '. My Comm, Expires Jul 17, 2024 " Sanded through National Notary Assn. Signof No P lic, State of Florida Printed Name of otary Public Page 8of12 IN WITNESS WHEREOF, the undersigned have executed this Assignment and Assumption Agreement this day of Nob+ r , 2020. Witness: By: Print Name: yam„ 1' • 146ld Title: 434 cAA. ,101). ff Date: NQ./4M I Li trot° Witness: By: Print N Title: Date: :1 (Cain + 1 I IZ 12O20 STATE OF FLORIDA COUNTY OF MIAMI-DADE Assignee: C4 Barcelona 2, LLC, a Florida Limited Liability Company By Carrfour Supportive Housing Inc., a Florida nonprofit -corporation, its sole member. By: Step anie Berman,. President THE FOREGOING INSTRUMENT Nvq.s acknowledged- before me by means of 0" physical presence or ❑ online notarization, on this t2 day of aery b • , 2020 by STEPHANIE BERMAN as PRESIDENT of Carrfour Supportive Housing Inc., a Florida nonprofit corporation, sole member of C4 BARCELONA 2 LLC, a Florida limited liability company, who is personally known to me or who produced a as identification. - My Commission Expires:? 111 '1 JAMES D. PETRONE Notary Public • State of Florida Commission # GG 972068 '?a f.�,>` My Comm. Expires Jul 17, 2024 3onded through National Notary Assn. Siry Public, State ofFlorida Printed Name of Notary Public Page 9of12 Z-b IN WITNESS WHEREOF, the undersigned have executed this Assignment and Assumption Agreement this ►trday of Nare4,i lag,' , 2020. 'Witness: By: i/Apw, nonprofit corpo on, its sole member. Print Name: /own i. Tib(Agit Title: AtNer40 Nokia/ ei- Date: 0v(3,,, ►,e, ' , %Qt. Witness: By: Print Name: Title: Date: STATE OF FLORIDA COUNTY OF MIAMI-DADE Assignee: C4 Barcelona 3, LLC, a Florida Limited Liability Company By: C our Supportive Housing Inc., a Florida By: St • p1anie : erman, President ate: \k' , 2.6 THE FOREGOING INSTRUMENT wu acknowled ed- before me by means of 4ysical presence or 0 online notarization, on this 1 day of D 1, 2020 by STEPHANIE BERMAN as PRESIDENT of Carrfour Supportive Housing Inc., a Florida nonprofit corporation, sole member of C4 BARCELONA 3 LLC, a Florida limited liability company, who is personally known to me or who produced a as identification. My Commission Expires: 71 1 4 4:iiv i4. JAMES D. PETRONE :° • Notary Public • State of Florida (' ;• "��. Commission N GG 972068 '•• or r My Comm. Expires Jul 17, 2024 P 4 ..... Bonded through National Notary Assn. Printed Name of Notary Public Page 10 of 12 IN WITNESS WHEREOF, the undersigned have executed this Assignment and Assumption Agreement this or day of ,N4,4,11 p , 2020. Witness: By: Print Name: tow° a.*TablviA. Title: At€lopes Date: Atv.LXIA, re, 1.9-1...0 Witness: By: Print Name Title: q-Yut Date: III IS 1-110 0'0 STATE OF FLORIDA COUNTY OF MIAMI-DADE �r Assignor: Carrfour Supportive Housing, Inc., a Florida Not For Profit Corporation _ By: Stehanie :erman, President Date: l 1 1 1 THE FOREGOING INSTRUMENT wy.s _ 1' p acknowled d before me by means of hysical presence or ❑ online notarization, on this 1 Lday of .i 2020 by STEPHANIE BERMAN as PRESIDENT of Carrfour Supportive Housing Inc., a Florida nonprofit corporation, who is personally known to me or who produced a as identification. My Commission Expires: ' \ 1-1(l r Si ;4SL ; : JAMES D. PETRONE i�; �,,+ 4' Notary Public • State of Florida Commission # GG 972068 My Comm. Expires Jul 17, 2024 1 0 Bonded through National Notary Assn. Printed Name of Notary Public Page 11 of 12 CONSENT BY CITY: ATTEST: Todd Hannon City Clerk Effective Date: B (a5 (abD.o APPROVED AS TO LEGAL FORM AND CORRECTNESS: ictoria endez City Attorney 19 1092 R A APPROVED AS TO INSURANCE REQUIREMENTS: Ann -Marie Sharpe Risk Management Director CITY OF MIAlVII, A FLORIDA MUNICIP CORPORATION ur Noega City Mana_er Page 12 of 12 Exhibit A LEGAL DESCRIPTION Units 502, 503, 506, 507, 508, 606, 703, 707, 802, 809, 906, 908, 1006, 1008,1106, 1108, 1206, and 1208, in BARCELONA CONDOMINIUM, a Condominium according to the Declaration of Condominium thereof, recorded in Official Records Book 26448, Page 1382, of the Public Records of Miami -Dade County, Florida, and any amendments thereto, together with an undivided share in the common elements. EXHIBIT B [Loan Documents] 1. Promissory Note dated September 26, 2011, in the principal face amount of $2,0000,000.00) executed and delivered by Assignor in favor of City (the "Note"); and, 2. Mortgage and Security Agreement given by Assignor, as Mortgagor, to City, as Mortgagee, dated September 26, 2011, and recorded October 3, 2011, in Official Records Book 27845, Page 4695 of the Public Records of Miami -Dade County, Florida (the "Mortgage"), and which Mortgage encumbers the real property as described therein; and, 3. CHDO Home Loan Agreement, dated September 26, 2011, made between the City and the Assignor; and 4. Declaration of Restrictive Covenants made by Assignor in favor of City, dated September 26, 2011, and recorded on June 28, 2012 in Official Records Book 28168, at Page 926 of the Public Records of Miami -Dade County, Florida; and 5. Rent Regulatory Agreement between Assignor and City, dated September 26, 2011, and recorded June 28, 2012 in Official Records Book 28168 at Page 930 of the Public Records of Miami -Dade County, Florida; and 6. Disbursement Agreement between Assignor and City dated September 26, 2011; and 7. Any other documents or amendments entered into by and between Assignor and City and any other documents executed by and between Assignor, Assignee, and City. First American ALTA Commitment for Title Insurance ISSUED BY Commitment First American Tide Insurance Company File No: 2021-4859493 AMERICAN LAND TITLE ASSOCIATION COMMITMENT FOR TITLE INSURANCE Issued By First American Title Insurance Company NOTICE IMPORTANT -READ CAREFULLY: THIS COMMITMENT IS AN OFFER TO ISSUE ONE OR MORE TITLE INSURANCE POLICIES. ALL CLAIMS OR REMEDIES SOUGHT AGAINST THE COMPANY INVOLVING THE CONTENT OF THIS COMMITMENT OR THE POLICY MUST BE BASED SOLELY IN CONTRACT. THIS COMMITMENT IS NOT AN ABSTRACT OF TITLE, REPORT OF THE CONDITION OF TITLE, LEGAL OPINION, OPINION OF TITLE, OR OTHER REPRESENTATION OF THE STATUS OF TITLE. THE PROCEDURES USED BY THE COMPANY TO DETERMINE INSURABILITY OF THE TITLE, INCLUDING ANY SEARCH AND EXAMINATION, ARE PROPRIETARY TO THE COMPANY, WERE PERFORMED SOLELY FOR THE BENEFIT OF THE COMPANY, AND CREATE NO EXTRACONTRACTUAL LIABILITY TO ANY PERSON, INCLUDING A PROPOSED INSURED. THE COMPANY'S OBLIGATION UNDER THIS COMMITMENT IS TO ISSUE A POLICY TO A PROPOSED INSURED IDENTIFIED IN SCHEDULE A IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF THIS COMMITMENT. THE COMPANY HAS NO LIABILITY OR OBLIGATION INVOLVING THE CONTENT OF THIS COMMITMENT TO ANY OTHER PERSON. COMMITMENT TO ISSUE POLICY Subject to the Notice; Schedule B, Part I -Requirements; Schedule B, Part II -Exceptions; and the Commitment Conditions, First American Title Insurance Company, a Nebraska Corporation (the"Company"), commits to issue the Policy according to the terms and provisions of this Commitment. This Commitmentiseffective as of the Commitment Date shown in Schedule A for each Policy described in Schedule A, only when the Company has entered in Schedule A both the specified dollar amount as the Proposed Policy Amount and the name of the Proposed Insured. If all of the Schedule B, Part I -Requirements have•not been met within 6 months after the Commitment Date, this Commitment terminates and the Company's liability and obligation end. Issued through: First American Title Insurance Company Dennis J, Count©n , Pitsidird If this jacket was created electronically, it constitutes an original document. 4mrg L . Smit . Sc-crow). This page is only a part of a 2016ALTA0 Commitment for Title Insurance. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I -Requirements; and Schedule B, Part II -Exceptions. Copyright 2006-2016 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Form 5030012 (5-16-17) Page 1 of 13 ALTA Commitment for Title Insurance (8-1-16) with Florida Modifications) Florida) COMMITMENT CONDITIONS 1. DEFINITIONS (a) "Knowledge" or "Known": Actual or imputed knowledge, but not constructive notice imparted by the Public Records. (b) "Land": The land described in Schedule A and affixed improvements that by law constitute real property. The term "Land" does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land is to be insured by the Policy. (c) "Mortgage": A mortgage, deed of trust, or other security instrument, including one evidenced by electronic means authorized by law. (d) "Policy": Each contract of title insurance, in a form adopted by the American Land Title Association, issued or to be issued by the Company pursuant to this Commitment. (e) "Proposed Insured": Each person identified in Schedule A as the Proposed Insured of each Policy to be issued pursuant to this Commitment. (f) "Proposed Policy Amount": Each dollar amount specified in Schedule A as the Proposed Policy Amount of each Policy to be issued pursuant to this Commitment. (g) "Public Records": Records established under state statutes at the Commitment Date for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. (h) "Title": The estate or interest described in Schedule A. 2. If all of the Schedule B, Part I —Requirements have not been met within the time period specified in the Commitment to Issue Policy, this Commitment terminates and the Company's liability and obligation end. 3. The Company's liability and obligation is limited by and this Commitment is not valid without: (a) the Notice; (b) the Commitment to Issue Policy; (c) the Commitment Conditions; (d) Schedule A; (e) Schedule B, Part I —Requirements; (f) Schedule B, Part II —Exceptions; and (g) a counter -signature by the Company or its issuing agent that may be in electronic form. 4. COMPANY'S RIGHT TO AMEND The Company may amend this Commitment at any time. If the Company amends this Commitment to add a defect, lien, encumbrance, adverse claim, or other matter recorded in the Public Records prior to the Commitment Date, any liability of the Company is limited by Commitment Condition 5. The Company shall not be liable for any other amendment to this Commitment. 5. LIMITATIONS OF LIABILITY (a) The Company's liability under Commitment Condition 4 is limited to the Proposed Insured's actual expense incurred in the interval between the Company's delivery to the Proposed Insured of the Commitment and the delivery of the amended Commitment, resulting from the Proposed Insured's good faith reliance to: (i) comply with the Schedule B, Part I —Requirements; (ii) eliminate, with the Company's written consent, any Schedule B, Part II —Exceptions; or (iii) acquire the Title or create the Mortgage covered by this Commitment. (b) The Company shall not be liable under Commitment Condition 5(a) if the Proposed Insured requested the amendment or had Knowledge of the matter and did not notify the Company about it in writing. (c) The Company will only have liability under Commitment Condition 4 if the Proposed Insured would not have incurred the expense had the Commitment included the added matter when the Commitment was first delivered to the Proposed Insured. (d) The Company's liability shall not exceed the lesser of the Proposed Insured's actual expense incurred in good faith and described in Commitment Conditions 5(a)(i) through 5(a)(iii) or the Proposed Policy Amount. (e) The Company shall not be liable for the content of the Transaction Identification Data, if any. (f) In no event shall the Company be obligated to issue the Policy referred to in this Commitment unless all of the Schedule B, Part I —Requirements have been met to the satisfaction of the Company. (g) In any event, the Company's liability is limited by the terms and provisions of the Policy. This page is only a part ofa 2016 ALTAO Commitment for Title Insurance. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I -Requirements; and Schedule B, Part II -Exceptions Copyright 2006-2016 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Form 5030012 (5-16-17) Page 2 of 13 ALTA Commitment for Title Insurance (8-1-16) with Florida Modifications Florida 6. LIABILITY OF THE COMPANY MUST BE BASED ON THIS COMMITMENT (a) Only a Proposed Insured identified in Schedule A, and no other person, may make a claim under this Commitment. (b) Any claim must be based in contract and must be restricted solely to the terms and provisions of this Commitment. (c) Until the Policy is issued, this Commitment, as last revised, is the exclusive and entire agreement between the parties with respect to the subject matter of this Commitment and supersedes all prior commitment negotiations, representations, and proposals of any kind, whether written or oral, express or implied, relating to the subject matter of this Commitment. (d) The deletion or modification of any Schedule B, Part II —Exception does not constitute an agreement or obligation to provide coverage beyond the terms and provisions of this Commitment or the Policy. (e) Any amendment or endorsement to this Commitment must be in writing and authenticated by a person authorized by the Company. (f) When the Policy is issued, all liability and obligation under this Commitment will end and the Company's only liability will be under the Policy. 7. IF THIS COMMITMENT HAS BEEN ISSUED BY AN ISSUING AGENT The issuing agent is the Company's agent only for the limited purpose of issuing title insurance commitments and policies. The issuing agent is not the Company's agent for the purpose of providing closing or settlement services. 8. PRO -FORMA POLICY The Company may provide, at the request of a Proposed Insured, a pro -forma policy illustrating the coverage that the Company may provide. A pro -forma policy neither reflects the status of Title at the time that the pro -forma policy is delivered to a Proposed Insured, nor is it a commitment to insure. This page is only a part ofa 2016ALTAO Commitment for Title Insurance. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I -Requirements; and Schedule B, Part II -Exceptions Copyright 2006-2016 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Form 5030012 (5-16-17) Page 3 of 13 ALTA Commitment for Title Insurance (8-1-16) with Florida Modifications Florida ALTA Commitment for Title Insurance ISSUED BY First American Title Insurance Company File No:2021-4859493 Transaction Identification Data for reference only; Issuing Agent: FATCO - Maitland ALTA Universal ID: Commitment Number: Property Address:, , FL Issuing Office: Loan ID Number: Issuing Office File Number: Revision Number: 4 (Revised April 8, 2021) SCHEDULE A 1. Commitment Date: March 24, 2021 @ 8:00 AM 2. Policy to be issued: (a) ❑ 2006 ALTA® Owner's Policy Proposed Insured: Proposed Policy Amount: $ (b) ❑x 2006 ALTA® Loan Policy Proposed Insured: Miami -Dade County, a political subdivision of the State of Florida and each successor and/or assign that is a successor in ownership of the Indebtedness, except as provided in Section 12(c) of the Conditions. Proposed Policy Amount: $ 654,013.00 (c) ❑ 2006 ALTA® Loan Policy Proposed Insured: Proposed Policy Amount: $ 3. The estate or interest in the Land described or referred to in this Commitment is Fee Simple. 4. The Title is, at the Commitment Date, vested in: Del Prado Acquisition, LLC, a Florida limited liability company, successor by merger with Del Prado Gardens, Ltd., a Florida limited partnership, by virtue of that certain Warranty Deed recorded February 3, 1997, in Book 17516, Page 2287 and Articles of Merger recorded December 31, 2013 in Book 28971, Page 2630 5. The Land is described as follows: See Exhibit "A" attached hereto and made a part hereof First American Title Insurance Company By: as Vice President of First American Title Insurance Company (This Schedule A valid only when Schedule B is attached) This page is only a part ofa 2016ALTAp Commitment for Title Insurance. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I -Requirements; and Schedule B, Part II -Exceptions Copyright 2006-2016 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Form 5030012 (5-16-17) Page 4 of 13 ALTA Commitment for Title Insurance (8-1-16) with Florida Modification' Florida] Issuing Office File Number: ALTA Commitment for Title Insurance ISSUED BY First American Title Insurance Company File No: 2021-4859493 SCHEDULE B-I Requirements All of the following Requirements must be met: 1. The Proposed Insured must notify the Company in writing of the name of any party not referred to in this Commitment who will obtain an interest in the Land or who will make a loan on the Land. The Company may then make additional Requirements or Exceptions. 2. Pay the agreed amount for the estateor interest to be insured. 3. Pay the premiums, fees, and charges for the Policy to the Company. 4. Documents satisfactory to the Company that convey the Title or create the Mortgage to be insured, or both, must be properly authorized, executed, delivered, and recorded in the Public Records. a. Mortgage encumbering the land from Del Prado Acquisition, LLC, a Florida limited liability company, to Miami -Dade County, a political subdivision of the State of Florida, in the principal amount of $654,013.00. In connection with said mortgage, we will further require: 1) Production of a copy of the articles of organization and regulations, if adopted, with an affidavit affixed thereto that it is a true copy of the articles of organization and regulations, and all amendments thereto, and that the limited liability company has not been dissolved; 2) That said mortgage shall be executed by all of the members, unless the articles of organization provides that the company shall be governed by managers, then said mortgage shall be executed .by all of the managers, unless said articles of organization and regulations, show no limitation on the authority of one member, or one manager, if applicable, to execute a mortgage; 3) Should any member; or manager, if applicable, be other than a natural person, we will require proof of good standing as well as documentation of authority of the person to execute documents on its behalf; 4) Certificate of Organization from the Secretary of State, showing the limited liability company to have been formed prior to the date of acquisition, together with proof as to the current status of said limited liability company; 5) Satisfactory evidence of compliance with all requirements regarding encumbering company property contained in the articles of organization and regulations, if adopted; and 6) The Company reserves the right to make such further requirements as it deems necessary after review of any of the documentation required above. This page is only a part of a 2016 ALTA() Commitment for Title Insurance. This Commitment is not valid without the Notice; the Commitment to Issue Po/icy; the Commitment Conditions; Schedule A; Schedule B, Par t7-Requirements; and Schedule B, Part II -Exceptions Copyright 2006-2016 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Form 5030012 (5-16-17) Page 5 of 13 i ALTA Commitment for Title Insurance (8-1-16) with Florida Modifications Florida 5. Payment, cancellation and satisfaction of record of Mortgage and Security Agreement in the original principal amount of $225,000.00, executed by Del Prado Gardens, Ltd, 'a Florida limited partnership in favor of Carrfour Corporation, a Florida not for profit corporation, recorded February 13, 2001 in Book 19497, Page 4458; now held as collateral by Miami -Dade County, a political subdivision of the State of Florida, by virtue of Collateral Assignment of Note and Mortgage recorded February 13, 2001 in Book 19497, Page 4603; together with Collateral Assignment of Leases, Rents and Contract rights recorded February 13, 2001, in Book 19497, Page 4609; affected by Global Modification, Amendment and Subordination of Mortgage and Security Agreement, Rental Regulatory Agreement, Promissory Note and Other Loan Documents recorded August 15, 2019 in Book 31571, Page 3719; Subordination Agreement recorded August 15, 2019 in Book 31571, Page 3726; and, Satisfaction of Mortgage and Related Loan Documents executed by Miami -Dade County, a political subdivision of the State of Florida recorded February 10, 2021 in Book 32346, Page 505.. 6. Satisfactory verification from appropriate governmental authorities that any and all unrecorded Special Taxing District Liens, City and County Special Assessment Liens, MSBU Assessment Liens, Impact Fees, and Water, Sewer and Trash Removal Charges, have been paid. 7. INTENTIONALLY DELETED 8. Furnish Company a Survey prepared by a Florida registered land surveyor; dated no more than 90 days prior to closing date of subject transaction; certified to the proposed insured(s), First American Title Insurance Company and all other parties in interest; and, meeting the Florida Minimum Technical Standards for all land surveys. Upon receipt and review of such survey, the Company reserves the right to make such additional requirements and/or to modify the legal description set forth on Schedule A as it may deem necessary. 9. Execution at time of closing of the Seller/Owner's Affidavit by owners herein disclosing all facts relative to mechanics', laborers' and materialmens' liens and all facts relevant to parties in possession of the premises to be insured at time of closing. The Company reserves the right to make additional requirements in relation thereto. 10. Note: The following is for informational purposes only and is given without assurance or guarantee: 2020 taxes show PAID. The gross amount is $17,005.38 for Tax Identification No. 34-2108-020- 0070. 11. In relation to the Notice(s) of Commencement, recorded in Book 32144, Page 1338, on October 14, 2020, the Company 'requires completion of the following: (1) Owner's Affidavit identifying all parties who gave notice to owner. (2) Contractor's Final Affidavit, together with Final Waiver and Release of Liens from each of the subcontractors and materialmen who gave notice to owner or are listed as unpaid in the Contractor's Final Affidavit. (3) Termination of Notice of Commencement in compliance with 713.132, F.S. (1993). (4) Final lien waiver and release from the General Contractor. The Company reserves the right to make additional requirements based upon its evaluation of lien exposure. 12. In relation to the Notice(s) of Commencement, recorded in Book 32144, Page 1437, on October 14, 2020, the Company requires completion of the following: (1) Owner's Affidavit identifying all parties who gave notice to owner. (2) Contractor's Final Affidavit, together with Final Waiver and Release of Liens from each of the subcontractors and materialmen who gave notice to owner or are listed as unpaid in the Contractor's Final Affidavit. (3) Termination of Notice of Commencement in compliance with 713.132, F.S. (1993). (4) Final lien waiver and release from the General Contractor. The Company reserves the right to make additional requirements based upon its evaluation of lien exposure. This page is only a part ofa 2016ALTAO Commitment for Title Insurance. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I -Requirements; and Schedule B, Part II -Exceptions Copyright 2006-2016 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Form 5030012 (5-16-17) Page 6 of 13 ALTA Commitment for Title Insurance (8-1-16) with Florida Modifications Florida 13. This transaction may be subject to a Geographic Targeting Order ("GTO") issued pursuant to the Bank Secrecy Act. Information necessary to comply with the GTO must be provided prior to the closing. This transaction will not be insured until this information is submitted, reviewed and found to be complete. This page is only a part ofa 2016ALTAp Commitment for Title Insurance. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I -Requirements; and Schedule B, Part II -Exceptions Copyright 2006-2016 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Form 5030012 (5-16-17) Page 7 of 13 ALTA Commitment for Title Insurance (8-1-16) with Florida Modifications Florida First American Schedule BII ALTA Commitment for Title Insurance ISSUED BY First American Title Insurance Company File No: 2021-4859493 Issuing Office File Number: SCHEDULE B-II Exceptions THIS COMMITMENT DOES NOT REPUBLISH ANY COVENANT, CONDITION, RESTRICTION, OR LIMITATION CONTAINED IN ANY DOCUMENT REFERRED TO IN THIS COMMITMENT TO THE EXTENT THAT THE SPECIFIC COVENANT, CONDITION, RESTRICTION, OR LIMITATION VIOLATES STATE OR FEDERAL LAW BASED ON RACE, COLOR, RELIGION, SEX, SEXUAL ORIENTATION, GENDER IDENTITY, HANDICAP, FAMILIAL STATUS, OR NATIONAL ORIGIN. The Policy will not insure against loss or damage resulting from the terms and provisions of any lease or easement identified in Schedule A, and will include the following Exceptions unless cleared to the satisfaction of the Company: 1. Defects, liens, encumbrances, adverse claims or other matters, if any, created, first appearing in the public records or attaching subsequent to the Effective Date but prior to the date the proposed insured acquires for value of record the estate or interest or mortgage thereon covered by this Commitment. 2. Any rights, interests, or claims of parties in possession of the land not shown by the public records. 3. Any encroachment, encumbrance, violation, variation or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the land. 4. Any lien, for services, labor, or materials in connection with improvements, repairs or renovations provided before, on, or after Date of Policy, not shown by the public records. 5. Any dispute as to the boundaries caused by a change in the location of any water body within or adjacent to the land prior to Date of Policy, and any adverse claimto all or part of the land that is, at Date of Policy, or was previously under water. 6. Taxes or special assessments not shown as liens in the public records or in the records of the local tax collecting authority, at Date of Policy. 7. Any minerals or mineral rights leased, granted or retained by current or prior owners. 8. Taxes and assessments for the year 2020 and subsequent years, which are not yet due and payable. This page is only a part ofa 2016ALTA® Commitment for Title Insurance. This Commitment is not va/id without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I -Requirements; and Schedule B,.Part II -Exceptions Copyright 2006-2016 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) isrestricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Form 5030012 (5-16-17) Page 8 of 13 ALTA Commitment for Title Insurance (8-1-16) with Florida Modifications Florida First American Schedule BII (Cont.) ALTA Commitment for Title Insurance ISSUED BY First American Title Insurance Company File No.: 2021-4859493 NOTES FOR STANDARD EXCEPTIONS: Standard Exceptions for parties in possession, for mechanics liens, and for taxes or special assessments not shown as liens in the public records shall be deleted upon receipt of an acceptable Non -Lien and Possession Affidavit establishing who is in possession of the lands, that there are no liens or encumbrances upon the lands other than as set forth in the Commitment, that no improvements to the lands have been made within the. past 90 days or are contemplated to be made before closing that will not be paid in full, and that,there are no unrecorded taxes or assessments that are not shown as existing liens in the public. records. Any Policies issued hereunder may be subject to a Special Exception for matters disclosed by said affidavit. Standard Exception(s) for questions of survey may be deleted upon receipt and review of a properly certified Survey meeting the Florida Minimum Technical• Standards for all land surveys dated no more than 90 days prior to closing or such other proof as may be acceptable to the Company. Any Policies issued hereunder may be subject to a Special Exception for matters disclosed by said survey or proof. Exception Numbered 5 Above Is Hereby Deleted. The Standard Exception for any minerals or mineral rights leased, granted or retained by current or prior owners is hereby deleted. 9. Declaration of Restrictions; by Central Bank and Trust Company as trustee for Carol City Utilities, Inc., to Miami -Dade County, a political subdivision of the State of Florida, recorded April 25, 1973, in Book 8244, at Page 664. 10. Declaration of Covenants, Conditions and Restrictions of Del Prado Gardens Homeowners Association, Inc. which include provisions for a private charge or assessments, recorded October 11, 1977, in Book 9826, at Page 60; Amendment to Declaration of Covenants, Conditions and Restrictions of Del Prado Gardens Homeowners Association, Inc., recorded May 18, 1983, in Book 11793, at Page 18; Amendment to Declaration of Covenants, Conditions and Restrictions of Del Prado Gardens Homeowners Association, Inc., recorded December 15, 1983, in Book 11998, at Page 1525. This page is only a part ofa 2016 ALTAO Commitment for Title Insurance. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I -Requirements; and Schedule 8, Part II -Exceptions Copyright 2006-2016 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license frorn the American Land Title Association. Form 5030012 (5-16-17) Page 9 of 13 • • ALTA Commitment for Title Insurance (8-1-16) with Florida Modifications Florida 11. Restrictions, dedications, conditions, reservations, easements and other matters shown on the plat of, DEL PRADO GARDENS SECTION FOUR, as recorded September 21, 1987 in Plat Book 132, at Page 32, Public Records of Miami -Dade County, Florida, including, but not limited to: 1) No use of septic tanks unless approved for temporary use, in accordance with County or State regulations; 2) No individual wells are permitted except for swimming pools, sprinkler systems and/or air conditioners; 3) All electric and communication lines, other than transmission lines within the subdivision shall be installed underground; 4) Common Access, Maintenance and Utility easements as shown on plat; 5) Utility easements reserved for installation and maintenance of Public utilities. 12. Agreement for Water and Sanitary Sewage Facilities between Miami -Dade County, a political subdivision of the State of Florida, and Del Prado Gardens, Ltd., a Florida limited partnership, recorded April 24, 1998, in Book 18075, at Page 1971. 13. Declaration of Restrictions executed by Del Prado Gardens, Ltd., a Florida limited partnership, for the benefit of Miami -Dade County, a political subdivision of the State of Florida, recorded December 28, 1998, in Book 18408, at Page 3355. 14. Land Use Restriction Agreement (Del •Prado Gardens Townhouses / SAIL) between Del Prado Gardens, Ltd., a Florida limited partnership, and the Florida Housing Finance Corporation, a public corporation and a public body corporate and politic duly created and existing under the laws of the State of Florida, recorded December 28, 1998, in Book 18408, at Page 3370; First Amendment to Land Use Restriction Agreement, recorded September 20, 1999, in Book 18786, at Page 3641; Assignment, Assumption and Affirmation Agreement recorded April 14, 2015, in Book 29577, Page 2195; First Global Modification and Amendment recorded April 14, 2015, in Book 29577, Page 2215; Second Amendment recorded April 14, 2015, in Book 29577, Page 2226; Second Global Modification and Amendment recorded January 26, 2016, in Book 29937, Page 3826; Third Amendment recorded January 26, 2016, in Book 29937, Page 3836; Third Global Modification and Amendment recorded January 12, 2017, in Book 30381, Page 3004; Fourth Amendment recorded January 12, 2017, in Book 30381, Page 3016; Fourth Global Modification and Amendment recorded March 7, 2018, in Book 30885, Page 4742; Fifth Amendment to Land Use Restriction Agreement recorded March 7, 2018, in Book 30885, Page 4754; Fifth Global Modification and Amendment recorded February 8, 2019 in Book 31319, Page 3411; Sixth Amendment to Land Use Restriction Agreement recorded February 8, 2019 in Book 31319, Page 3423; Sixth Global Modification recorded August 5, 2019, in Book 31555, Page 2637; Seventh Amendment to Land Use Restriction Agreement recorded August 5, 2019, in Book 31555, Page 2649; Eighth Amendment to and Subordination of Land Use Restriction Agreement recorded August 15, 2019 in Book 31571, Page 3703. 15. Easement by Del Prado Gardens, Ltd., a Florida limited partnership, in favor of Bellsouth Telecommunications, Inc., a Georgia corporation, recorded September 21, 1999, in Book 18789, at Page 1708. 16. Extended Low -Income Housing Agreement by and between Del Prado Gardens, Ltd., a Florida limited partnership, and Florida Housing Finance Corporation, a public corporation and a public body corporate and politic duly created and existing under the laws of the State of Florida, recorded November 29, 1999, in Book 18877, Page 4458; Assignment, Assumption and Affirmation Agreement recorded April 14, 2015, in Book 29577, Page 2195; First Amendment to and Subordination of Extended Low -Income Housing Agreement recorded August 15, 2019 in Book 31571, Page 3751. This page is only a part of a 2016ALTAO Commitment for Tide Insurance. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I -Requirements; and Schedule B, Part II -Exceptions. Copyright 2006-2016 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Form 5030012 (5-16-17) Page 10 of 13 ALTA Commitment for Title Insurance (8-1-16) with Florida Modificatibns Florida 17. Rental Regulatory Agreement executed by Carrfour Corporation, a Florida non-profit corporation, and Del Prado Gardens, Ltd., a Florida limited partnership, for the benefit of Miami -Dade County, a political subdivision of the State of Florida, recorded February 13, 2001, in Book 19497, at Page 4628; Amendment to and Subordination Agreement of Existing Rental Regulatory Agreement (Del Prado) recorded August 15, 2019 in Book 31571, Page 3711. 18. Grant of Easement by Le Jeune Gardens Homeowners Association, Inc., a Florida not for profit corporation, in favor of Comcast of Colorado/Florida/Michigan/New Mexico/Pennsylvania/Washington, LLC, recorded February 16, 2016, in Book 29963, Page 3704. 19. Multifamily Mortgage, Assignment of Leases and Rents, and Security Agreement (Florida) in the original principal amount of $3,909,400.00 executed by Del Prado Acquisition, LLC, a Florida limited liability company, in favor of Walker & Dunlop, LLC, a Delaware limited liability company, dated August 1, 2019 and recorded August 15, 2019 in Book 31571, Page 3601. 20. U.S. Department of Housing and Urban Development Regulatory Agreement for Multifamily Projects recorded August 15, 2019 in Book 31571, Page 3654. 21. Uniform Commercial Code Financing Statement wherein Del Prado Acquisition, LLC, is Debtor, and Walker & Dunlop, LLC is Secured Party, recorded August 15, 2019 in Book 31571, Page 3697. 22. Any lien as provided for by Chapter 159 or 170, similar Florida Statutes, in favor of any city, town, village, or port authority for unpaid service charges for service by any water, sewer, gas systems supplying the lands described herein. 23. Terms and conditions of any existing unrecorded lease(s), and all rights of lessee(s) and any parties claiming through the lessee(s) under the lease(s). This page is only a part of a 2016 ALTAc Commitment for Title Insurance. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I -Requirements; and Schedule B, Part II -Exceptions Copyright 2006-2016 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Form 5030012 (5-16-17) Page 11of13 ALTA Commitment for Title Insurance (8-1-16) with Florida Modifications Florida 24. Matters shown on Survey,.prepared by Jorge R.'Avino, Professional Surveyor and Mapper, Florida Registration Number 4996 under Project No. 18120.00, bearing date of January 15, 2020, including: a) Gap, gore or hiatus exists along the North boundary of the Land between the Land and the adjoining Plat; b) Asphalt paving extends both within and without the Land along the course of N.W. 182 Street, along the course of N.W. 39th Court, and in other locations and encroach upon existing easements. Any rights, easements, interests or claims which may exist by reason of, or reflected by the placement of items asserted by third parties is not insured. Additionally, coverage afforded under Subparagraph 3(a) of the Florida 9-06 with regard to damage to improvements as to these encroachment onto recorded easements is not available and is deleted from said endorsement; c) Wood Fencing extends within and without the Land along the North, West, East and South boundaries of the Land. Any rights, easements, interests or claims which may exist by reason of, or reflected by the placement of fencing asserted by third parties is "not insured. Additionally, coverage afforded under Paragraph 4 of Florida Form 9-06 as to this encroachment on adjoining land is not available and is deleted from said endorsement; d) Concrete pads, utility poles, sewer valves, electric wiring boxes, catch basins and manholes indicate the existence of underground; installations without corresponding easements. No underground improvements or utilities are shown on Survey. Accordingly, this commitment/policy is subject to such encroachments, or other matters which would have been disclosed had such improvements been located. Coverage under Florida, Form 9-06 endorsement arising out of Subparagraph (3)(a), Paragraphs 4, and 5 are not afforded or available and are hereby deleted form the endorsement. Searched by: Ronald "Alan" Hale, CLS/Commercial Title Examiner - 407-691-5244 - rhale@firstam.com Note: All of the recording information contained herein refers to the Public Records of Miami -Dade County, Florida, unless otherwise indicated. Any reference herein to;a Book and Page or Instrument Number is a reference to the Official Record Books of said county, unless indicated to the contrary. This page is only a part ofa 2016ALTAO Commitment for Tit/e Insurance. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I -Requirements; and Schedule B, Part II -Exceptions Copyright 2006-2016 American Land Title Association. Affrights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees. and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association'. Form 5030012 (5-16-17) Page 12 of 13 ALTA Commitment for Title Insurance (8-1-16) with Florida Modifications Florida t MII�� First American Exhibit A ISSUED BY First American Title Insurance Company File No: 2021-4859493 Issuing Office File Number: Repeat HUD The land referred to herein below is situated in the County of Miami -Dade, State of Florida, and described as follows: Lots 1, 2, 3, 4 and 5, in Block 27; Lots 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11 and 12, in Block 28; Lots 1, 2, 3, 4, 5, 6, 7, 8 and 9, in Block 29; Lots 1, 2, 3, 4, 5 and 6, in Block 30; of DEL PRADO GARDENS SECTION FOUR, according to the plat thereof, as recorded in Plat Book 132, Page 32, of the Public"Records of Miami -Dade County; Florida. TOGETHER WITH any appurtenant, beneficial easement interests in and to the 22' Common Access and Utility Easement AND Tract "G" as shown on the Plat of DEL PRADO GARDENS SECTION FOUR, as recorded in Plat Book 132, Page 32, of the Public Records of Miami -Dade County, Florida. TOGETHER WITH any appurtenant, beneficial easement interests in and to the 40' Common Access and Utility Easement AND Tract "F" as shown on the Plat of DEL PRADO GARDENS SECTION THREE, as recorded in Plat Book 123, Page 100, of the Public Records of Miami -Dade County, Florida. This page is only a part of a 2016 ALTAc Commitment for Title Insurance. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I -Requirements; and Schedule B, Part II -Exceptions Copyright 2006-2016 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Form 5030012 (5-16-17) Page 13 of 13 ALTA Commitment for Title Insurance (8-1-16) with Florida Modifications Florida