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HomeMy WebLinkAbout26154AGREEMENT INFORMATION AGREEMENT NUMBER 26154 NAME/TYPE OF AGREEMENT OMNI CRA & A&E DISTRICT HOLDING COMPANY, LLC DESCRIPTION FORGIVABLE LOAN AGREEMENT/1 NE MIAMI PLACE/FILE ID: 19003/CRA-R-26-0011/MATTER ID: 26-567K EFFECTIVE DATE May 29, 2026 ATTESTED BY NICOLE EWAN ATTESTED DATE 6/4/2026 DATE RECEIVED FROM ISSUING DEPT. 6/4/2026 NOTE a FORGIVABLE LOAN AGREEMENT (CRA FUNDS) FOR A&E DISTRICT HOLDING COMPANY, LLC This Forgivable Loan Agreement (this "Forgivable Loan Agreement" "Loan Agreement" or this "Agreement") dated as of the Ici#4 day of M 0.4 , 2026, is by and between the OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes, with a principal office located at 1401 N. Miami Avenue, Miami, Florida 33136 (hereinafter the "CRA" or "Lender") and A&E DISTRICT HOLDING COMPANY, LLC, a Florida limited liability company, whose principal address is 1221 Brickell Avenue, Suite 900 - #274, Miami, Florida 33131 (hereinafter the "Property Owner" or "Borrower"). FUNDING SOURCE: OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AREA FUNDING AMOUNT: Two Million Five Hundred Thousand And 00/100 Dollars ($2,500,000.00) for the construction and development of a mixed - income, mixed -use residential and retail affordable housing project (the "Construction CRA Loan" or "Construction Loan" or "CRA Loan) RESOLUTION: CRA-R-26-0011 PROJECT NAME: The Arts PROJECT TYPE: Development of a mixed -income, mixed -use residential and Retail affordable housing project. BORROWER: A&E District Holding Company, LLC. TERM OF THE AGREEMENT: See Section 1.1 AFFORDABILITY PERIOD: Thirty (30) years commencing on the Close -Out of the Project. CRA ASSISTED UNITS: Two Hundred Thirty -One (231) units shall be CRA Assisted Units. PROPERTY ADDRESS: 1. North East Miami Place Folio Number 01-3136-005-0940 Page 1 of 29 EXHIBITS ATTACHED: Exhibit "A" Exhibit "B" Exhibit "C" Exhibit "D" Exhibit "E" Exhibit "F" Exhibit "G" Exhibit "H" Exhibit "I" Exhibit "J" Exhibit "K" Exhibit "L" Exhibit "M" Exhibit "N" Exhibit "0" Exhibit "P" Schedule A 2. North East 15th Street/ NE Miami Place Folio Number 01-3136-005-0980 3. North East 1 S` Avenue Folio Number 01-3136-005-0960 4. 1516 NE 1" Avenue, Miami, Florida 33132 Folio Number 01-3136-005-0950 5. 1515 NE Miami Place, Miami, Florida 33132 Folio Number 01-3136-005-0970 6. 1502 NE 1st Avenue, Miami, Florida 33132 Folio Number 01-3136-005-0990 Legal Description Scope of Work and Project Schedule Budget Corporate Resolution Affirmative Marketing Procedures and Responsibilities Form of Mortgage and Note Form of Covenant Form of Rent Regulatory Agreement Signage Requirements Additional Insurance Requirements Anti -Human Trafficking Affidavit Beneficial Interest and Disclosure of Ownership Affidavit Conflict of Interest Disclosure Affidavit Certification Regarding Lobbying Certification Regarding Debarment, Suspension & Other Responsibility Matters Public Entity Crime Affidavit Senior Financing/ Current Mortgage RECITALS WHEREAS, the CRA was formed for the purpose of removing slum and blight in the Omni Redevelopment Area (the "Redevelopment Area") and to promote redevelopment and employment with the Redevelopment Area. WHEREAS, the Property Owner is the owner of the real properties legally described in Exhibit "A" ("Property"). The Property Owner has demonstrated a lifelong commitment to community service and affordable housing, making it uniquely suited to undertake this Project, which will not only provide much -needed housing but also stimulate economic growth, create jobs, and foster a sense of pride and Page 2 of 29 ownership within the community within the boundaries of the Redevelopment Area that will provide quality rental housing units for Moderate -Income Households and individuals in the area; and WHEREAS, on March 12, 2026, the Board of Directors of the CRA ("Board") through resolution CRA-R-26-0011 approved funding for the Project in the amount of Two Million Five Hundred Thousand And 00/100 Dollars ($2,500,000.00) for the Project's hard and soft construction costs (the "Construction CRA Funds"), contingent upon the issuance of the CRA's Tax Increment Revenue Bonds, Series 2026; and WHEREAS, this Agreement relates to the CRA's funding of the Project to ensure that the Project remains Affordable to Moderate -Income Households; and WHEREAS, the grant funding for the Project will not be disbursed until verification of the total project funding structure is complete; and WHEREAS, the CRA and the Borrower intend and agree that the CRA Funds be subject to the terms and conditions of this Agreement wherein the property will remain Affordable, as defined below, for a period of thirty (30) years. NOW THEREFORE, in consideration of the mutual covenants and obligations herein contained, and subject to the terms and conditions hereinafter stated, the parties hereto understand and agree as follows: ARTICLE I DEFINITIONS The CRA, and the Borrower hereby agree that the capitalized terms used herein shall have the meanings set forth below unless the context requires otherwise: 1.1 Affordable: 1.2 Affordability Period: 1.3 Close -Out of the Project: 1.4 Contract Records: A unit that satisfies the rent requirements set forth in the Rent Regulatory Agreement, as set forth in Exhibit "H." The Affordability Period for this Project will be thirty (30) years, commencing on the Close -Out of the Project. The date on which the Project has obtained all of the required certificate(s) of occupancy and all CRA Assisted Units have been leased to eligible tenants. Any and all books, records, documents, information, data, papers, letters, materials, electronic storage data and media, whether written, printed, computerized, electronic or electrical, however collected or preserved which is or was produced, developed, maintained, completed, received or compiled by or at the direction of the Borrower or any Project contractor or subcontractor relating to the use of the CRA Funds in carrying out the duties and obligations required by the terms of this Agreement, including, but not limited to, financial books and records, ledgers, drawings, maps, pamphlets, designs, electronic tapes, computer drives and diskettes or surveys. Page 3 of 29 1.5 CRA Assisted Units, Or Assisted Units: 1.6 CRA Funds, Construction CRA Funds or, the Loan: 1.7 CRA Loan Documents, or Loan Documents: 1.8 Effective Date: 1.9 Extremely -Low Income Household: 1.10 FHFC The Project will consist of the construction of a total of five hundred seventy-six (576) residential units. Of the Project's total five hundred seventy-six (576) units, two hundred thirty-one (231) units will be considered CRA Assisted Units of which ten (10) units shall be allocated to Moderate -Income Households with income at or below one hundred percent (100%) of the area median income, and two hundred twenty-one (221) units shall be allocated to Moderate -Income Households with income at or below one hundred twenty percent (120%) of the area median income. The payable rents are subject to annual adjustment as provided in and by the Covenant and the Rent Regulatory Agreement, as applicable. Further restrictions apply to the CRA Assisted Units as provided in this Agreement, the Covenant, the other CRA Loan Documents and the Legal Requirements, as applicable. The loan in the amount of $2,500,000.00. This Agreement and all other documents that may now or hereafter evidence or secure the CRA Funds together with other documents executed in connection therewith or presented by the Borrower to the CRA in connection therewith or herewith, including but not limited to Exhibits F, G, and H as well as all amendments, extensions and renewals to any of the foregoing. The date on which this Agreement has been signed by all parties to this Agreement including the CRA Executive Director and attested to by the CRA Clerk and by Borrower. A person or households with income at or below thirty percent (30%) of the median income for Miami -Dade County, Florida as determined by FHFC, with adjustments and certain exceptions as provided in FHFC; however, the Project must, at all times (during the Affordability Period and subject to Existing Tenants), maintain the Unit Mix, as defined in the Covenant. Florida Housing Finance Corporation 1.11 HUD: The U.S. Department of Housing and Urban Development. Page 4 of 29 1.12 Legal Requirements: 1.13 Low Income Household: 1.14 Moderate Income Household: All federal, state and local laws, regulations and requirements relating or pertaining to the Acquisition CRA Loan and/or the Project, and any requirements imposed by the CRA (which are consistent with the terms of this Agreement and the other CRA Loan Documents). A person or households with income at or below eighty percent (80%) of the median income for Miami -Dade County, FL as determined by FHFC, with adjustments . and certain exceptions as provided in FHFC; however, the Project must, at all times (during the Affordability Period and subject to Existing Tenants), maintain the Unit Mix, as defined in the Covenant. A person or households with income at or below one hundred twenty percent (120%) of the median income for Miami -Dade County, FL as determined by FHFC, with adjustments and certain exceptions as provided in FHFC; however, the Project must, at all times (during the Affordability Period and subject to Existing Tenants), maintain the Unit Mix, as defined in the Covenant. 1.15 Program: As described in Article IV of this Agreement. 1.16 Project: 1.17 Property: The Project will consist of a total construction of five hundred seventy-six (576) multifamily residential units, and a ground -level retail space of approximately four thousand (4,000) square feet. The Project will at all times (during the Affordability Period) maintain the Unit -Mix, as set forth in the Covenant. The Buildings on the Property shall be developed in accordance with the Project Schedule/Scope of Work and the plans and specifications (attached hereto and incorporated herein as Exhibit "B"), that will provide affordable housing opportunities in accordance with income guidelines as outlined in this agreement and all attachments. The real properties located at the following: (1) North East Miami Place, identified by Folio Number 01-3136- 005-0940; (2) North East 15th Street and NE Miami Place, identified by Folio Number 01-3136-005-0980; (3) North East 1st Avenue, identified by Folio Number 01- 3136-005-0960; (4) 1516 NE 1st Avenue, Miami, Florida 33132, identified by Folio Number 01-3136-005-0950; (5) 1515 NE Miami Place, Miami, Florida 33132, identified by Folio Number 01-3136-005-0970; and (6) 1502 NE 1st Avenue, Miami, Florida 33132, identified by Page 5 of 29 1.18 Superior Loans: 1.19 Term: 1.20 The Covenant: 1.21 Very -Low Income Household: Folio Number 01-3136-005-0990, in the County of Miami -Dade, State of Florida, on which, the Project is being developed, as legally described in Exhibit "A", attached hereto and incorporated herein. The loan(s) specified to be senior to the Loan as set forth in Schedule A, attached hereto and incorporated herein. The period commencing on the Effective Date of this Agreement and Loan Documents hereof and ending at the expiration of the Affordability Period, unless this Agreement is terminated sooner as provided for herein. A Declaration of Restrictive Covenants to be recorded in the Public Records of Miami -Dade County, Florida, of even date herewith to ensure that the Project -Assisted Units will qualify and remain Affordable during the Affordability Period. Annual income does not exceed fifty percent (50%) of the median income for Miami -Dade County, FL as determined by FHFC, with adjustments and certain exceptions as provided in FHFC.; however, the Project must, at all times (during the Affordability Period and subject to Existing Tenants), maintain the Unit Mix, as defined in the Covenant. 1.22 Senior Lender: The lender(s) of each Superior Loan. ARTICLE II CRA FUNDS Upon satisfaction of all conditions set forth herein, the CRA has disbursed or shall disburse the CRA Funds to the Borrower for the purposes herein set forth. 2.1 Use of Construction CRA Funds. The Construction CRA Funds shall be used for the construction and development of the Property in accordance with the Scope of Work/Project Schedule attached hereto and incorporated herein as Exhibit "B" and the Budget attached hereto and incorporated herein as Exhibit "C", as each may be amended from time to time. 2.2 Disbursement. The Construction CRA Funds shall be disbursed in accordance with the Budget attached hereto and incorporated herein as Exhibit "C" as a reimbursement or upon presentation, to the CRA, of invoices, which the CRA deem satisfactory and approves in its sole and absolute discretion. 2.3 Repayment of Construction CRA Funds. Subject to the terms of this Agreement providing for the forgiveness of the Construction CRA Loan upon the stated conditions being met, repayment by the Borrower of principal, accrued interest if applicable, and other costs and charges (relating to the Construction CRA Loan) set forth in the CRA Loan Documents shall be deferred until the Close -Out of the Project. Upon the Close -Out of the Project, the CRA Loan will be repaid as follows: Page 6 of 29 A. The Construction CRA Loan shall bear zero percent (0%) during the term of the Project. Upon receipt of the first disbursement, the Construction CRA Loan will be converted to a forgivable loan that shall bear interest at the rate of zero percent (0%) per annum simple interest only, with the entire principal balance and any accrued and unpaid interest and other charges due at maturity. Notwithstanding anything in this Agreement or any of the other CRA Loan Documents to the contrary, the Construction CRA Loan shall be forgiven at the end of the Affordability Period. At the end of the Affordability Period, the CRA shall cancel all remaining indebtedness on the Construction CRA Loan, cancel the Promissory Note, as set forth in Exhibit F (the "Note"), for the Construction CRA Loan (and deliver, or cause to be delivered, the cancelled original Note to the Borrower), and satisfy the Mortgage of even date herewith, as also set forth in Exhibit F ("Mortgage"), for the CRA Construction Loan, and prepare and record a satisfaction of the Mortgage in the Public Records of Miami -Dade County, Florida. The CRA may, at its sole discretion and in a signed writing executed by the parties hereto, forgive all remaining indebtedness and other sums due on the Loan, if any, and release all documents given as collateral security for no additional consideration at any time before maturity. B. Notwithstanding any provision herein to the contrary, the amount of the Construction CRA Funds disbursed hereunder, together with all interest accrued thereon, shall become due and payable upon the occurrence of an Event of Default as described in Article VII below and the continuance of such Event of Default beyond the applicable grace, notice and/or cure period, if any. ARTICLE III DISBURSEMENT REQUIREMENTS 3.1 CONDITIONS OF DISBURSEMENT OF CRA FUNDS. The CRA shall not be obligated to disburse the Construction CRA Funds unless and until the CRA has received the following: 3.1.1 Title Insurance. A title insurance commitment issued by a title insurance company acceptable to the CRA identifying the CRA's insurable interest, the Property Owner's interest in the Property, together with copies of all instruments which appear as exceptions therein. The title commitment and policy shall be issued without exceptions, except for those exceptions permitted by the CRA, and shall include such affirmative coverage as the CRA shall require. 3.1.2 Survey. An original current survey of the Property made by a registered surveyor satisfactory to the CRA and the title company and containing such certifications as the CRA and the title company may require. 3.1.3 Zoning. Evidence that the Property and the proposed improvements comply with all applicable zoning ordinances or are otherwise legal non -conforming. 3.1.4 CRA Program. Evidence of the Borrower's satisfactory compliance with all of the applicable requirements of the CRA Assisted Units. 3.1.5 Proof of Ownership. Page 7 of 29 (a) Evidence satisfactory to the CRA that Borrower or any partner of such entity, is qualified and authorized to receive funds from and in accordance with the requirements provided in these documents. 3.1.6 Insurance Policies. The Borrower agrees to provide the CRA and the City of Miami with certificates of insurance as set forth in Exhibit J. The Borrower further agrees to furnish additional insurance requirements or certificates of insurance as required by the CRA and the City of Miami in connection with the Mortgage Document. All such insurance shall insure the CRA and the City, as an additional insured, with a loss payable clause in favor of the CRA. The Borrower shall be required to obtain and furnish evidence of any other insurance coverage the CRA and the City may reasonably require during the Term of this Agreement, including, but not limited to that described on Exhibit "J" attached hereto and made a part hereof. All such policies shall provide the CRA and the City with mandatory written notice of cancellation or material change from the insurer not less than thirty (30) days prior to any such cancellation or material change, and all such policies shall be written by insurance companies satisfactory to the CRA and the City. Failure of the Borrower to submit all required evidence of the specified insurance coverage, except for Comprehensive General Liability and umbrella liability coverage, three (3) calendar days prior to the closing shall delay the disbursement of the CRA Funds. Notwithstanding anything to the contrary contained herein, both CRA and Borrower acknowledge and agree that this Agreement is being executed with the understanding that all required insurance documents, as set forth in Exhibit J, which by this reference is incorporated into and made part of this Agreement, that are required by the City of Miami's Department of Risk Management ("Risk Management") must be submitted to and approved by Risk Management prior to the commencement of any and all construction related to this Agreement. 3.1.7 Operative Documents. This Agreement, the Covenant, the Mortgage, The Note and all other CRA Documents, duly and lawfully executed by the Borrower, and in recordable form, where appropriate. 3.1.8 Appraisal. A current appraisal of the Property made by a member of the American Institute of Real Estate Appraisers. 3.1.9 List of Subcontractors. A list of all of the Borrower's subcontractors as of the date of execution of this Agreement, and copies of all contracts in excess of $10,000 for the performance of services or the supply of materials in connection with the Project to be funded pursuant to this Agreement. 3.1.10 Compliance with CRA Requirements. All other documents reasonably required by the CRA Program evidencing compliance with all requirements. 3.1.11 Budget. The Budget attached hereto and incorporated herein as Exhibit "C". Page 8 of 29 3.1.12 CRA's Tax Increment Revenue Bonds, Series 2026. Disbursement of the CRA Funds is expressly contingent upon the issuance of the CRA's Tax Increment Revenue Bonds, Series 2026, to the Borrower for the Project. 3.1.13 Intentionally omitted. 3.1.14 Environmental Report. The Borrower shall submit to the CRA, a Phase I and Phase II Environmental Assessment Reports and Geotechnical Report concerning the Property, as applicable. 3.1.15 Audit Report. The Borrower shall submit audit reports, as are required herein, to the CRA. 3.1.16 Organizational and Administrative Documents. The Borrower shall submit documents describing the Borrower's internal organizational structure, property management and procurement policies and procedures, personnel management, accounting policies and procedures, and related administrative practices. The Borrower may satisfy this requirement by providing its operating agreement and any other existing organizational, governance, policy, or administrative documents containing substantially similar information. Such information and documentation shall be submitted to the CRA within thirty (30) days of the execution of this Agreement and prior to the disbursement of any funds hereunder. 3.1.17 Certificate Regarding Lobbying, Such Certificate Regarding Lobbying as may be requested by the CRA (Attached hereto as Exhibit "N"). 3.1.18 Certificate Regarding Debarment, Suspension, and Other Responsibility Matters. Such Certificate Regarding Debarment, Suspension and Other Responsibility Matters as may be requested by the CRA (Attached hereto as Exhibit "0"). 3.1.19 Public Entity Crime Affidavit. Such Public Entity Crime Affidavit as may be required by the CRA (Attached hereto as Exhibit "P"). 3.1.20 Environmental Clearance. Borrower must ensure that all clearances are received by the CRA prior to construction. 3.1.21 Anti -Human Trafficking. The Borrower confirms and certifies that it is not in violation of Section 787.06, Florida Statutes, and that it does not and shall not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes. The Borrower shall execute and submit to the CRA an Affidavit, of even date herewith, in compliance with Section 787.06(13), Florida Statutes, attached an incorporated herein as Exhibit "K". If the Borrower fails to comply with the terms of this Section, the CRA may suspend or terminate this Agreement immediately, without prior notice, and in no event shall the CRA be liable to Borrower for any 'additional compensation or for any consequential or incidental damages. 3.1.22 All other documents reasonably required by the CRA. Page 9 of 29 ARTICLE IV CRA PROGRAM REQUIREMENTS The Borrower shall comply with all requirements of this Agreement including, but not limited to: 4.1 GENERAL. 4.1.1 The Borrower shall maintain current documentation that its activities qualify under the CRA Requirements. 4.1.2 The Borrower shall ensure that any expenditure of the CRA Funds will be in compliance with the scope of the project, as set forth in Exhibit B. 4.1.3 intentionally omitted. 4.1.4 The Borrower shall ensure that, upon completion of the Project and throughout the Affordability Period, the Project meets the property standards as required by the CRA, this Agreement, and the Loan Documents. 4.1.5 Throughout the Affordability Period the Borrower shall comply with all Project housing quality standards imposed by the CRA. 4.1.6 The Borrower agrees that throughout the Affordability Period, Rents and tenant incomes for the CRA Assisted Units shall be monitored by the CRA. 4.1.7 The Borrower shall ensure and maintain documentation that conclusively demonstrates that each activity assisted in whole or in part with CRA Funds is an activity that benefits Moderate -Income Households. 4.2 REAL PROPERTY. 4.2.1 Any real property that was acquired or improved in whole or in part with CRA Funds shall be either: (a) Used to complete the Project at the Property as outlined in Exhibit B. (b) Disposed of in a manner that results in the CRA being reimbursed for the amount of the CRA Funds. 4.2.2 All real property in whole or in part with funds for this Agreement with the CRA, shall be listed in the property records of the Borrower and shall include: a legal description; size; address and location; owner's name if different from the Borrower; information on the transfer or disposition of the property; and a map indicating whether property is in parcels, lots, or blocks and showing adjacent streets and roads. The property records shall describe the programmatic purpose for which the property was acquired and identify the Project activity that will be completed. If the property was improved, the records shall describe the programmatic purpose for which the improvements were made and identify the Project activity that will be completed. Page 10 of 29 4.3 PERSONAL PROPERTY. 4.3.1 Definitions. (a) Personal Property. Personal Property of any kind except real property: 1) Tangible. All personal property having physical existence. 2) Intangible. All personal property having no physical existence such as patents, inventions and copyrights. Non -expendable Personal Property. Tangible personal property of a non- consumable nature, with a value of $1,500.00 or more per item, with a normal expected life of one or more years, not fixed in place, and not an integral part of a structure, facility, or another piece of equipment. (c) Expendable Personal Property. All tangible personal property other than non - expendable property. (b) 4.3.2 Requirements. The Borrower shall comply with the non -expendable personal property requirements stated below: (a) All non -expendable personal property purchased in whole or in part with funds from this and previous contracts with the CRA shall be listed in the property records of the Borrower and shall include: a description of the property; location; model number; manufacturer's serial number; date of acquisition; funding source; unit cost; property inventory number; information on its condition; and information on the transfer, replacement, or disposition of the property. (b) All non -expendable personal property purchased in whole or in part with funds from this and previous contracts with the CRA shall be inventoried annually by the Borrower and an inventory report submitted to the CRA when and as requested by the CRA. The inventory report shall include the elements listed in Paragraph 4.3.2(a), above. (c) Ownership of all non -expendable personal property purchased in whole or in part with funds given to the Borrower pursuant to the terms of this Agreement shall be at all times in Bon-ower except and unless of an Event of Default and the expiration of any notice and grace periods, whereupon ownership of all such non -expendable personal property will vest in the CRA, subject to the rights of any Senior Lender. 4.4 DISPOSITION. If Borrower shall obtain the prior written approval of the CRA for the disposition of real property, expendable personal property and non -expendable personal property, that is not obsolete or prior to the end of any property's useful life, purchased, improved or rehabilitated in whole or in part with funds given to the Borrower or its subcontractors pursuant to the terms of this Agreement, and shall dispose of all such property in accordance with reasonable instructions from the CRA. Those instructions may require the return of all such expendable personal property and non -expendable personal property to the CRA. If disposition is during the Affordability Period, then Borrower and the purchaser of the Property ("Purchaser"), and any and all subsequent purchasers of the Property, shall: Page 11 of 29 A. Provide notice of such sale to the CRA; and B. Acknowledge in writing that the Purchaser is acquiring the Property subject to the Covenant, Rent Regulatory Agreement, and any other CRA Loan Documents. Notwithstanding anything herein to the contrary, during the Affordability Period, the Borrower may sell, transfer, or convey the Property to an Affiliate (defined below) as long as the following requirements are satisfied: (i) such Affiliate gives notice to the CRA of such sale, conveyance, or transfer in writing, and (ii) the Affiliate acknowledges and agrees in writing that the Affiliate is acquiring the Property subject to the Covenant, Rent Regulatory Agreement, and other CRA Loan Documents. As used in this Agreement, the term "Affiliate" means, with respect to any person or entity, any other person or entity that directly or indirectly (including through one or more intermediaries) Controls (defined below), is Controlled by, or under common Control with such person or entity. As used in this Agreement, the term "Control" means, the power to direct the management and policies of a person or entity, directly or indirectly, whether as an officer, director, member, partner, shareholder, or otherwise through the ownership of voting securities, by contract, or otherwise; provided, however, that a person or entity that, directly or indirectly, owns or controls fifty percent (50%) or more of any voting securities, partnership, or other interests that provide the ability to cause the direction of the management and policies of a person or entity will be deemed to control such person or entity. The terms "Controlling" and "Controlled" have meanings correlative to the foregoing. 4.5 SUBCONTRACTS AND ASSIGNMENTS. 4.5.1 The Borrower shall ensure that all subcontracts and assignments funded with CRA Funds hereunder: (a) Identify the full, correct, and legal name of all parties in all material respects; (b) Describe the activities to be performed; (c) Present a complete and accurate breakdown of its price component; (d) Incorporate a provision requiring compliance with all applicable regulatory and other requirements of this Agreement, and with any other reasonable and customary conditions and/or approvals that the CRA may deem necessary. The requirements of this subparagraph apply to subcontracts and assignments in which parties are engaged to carry out any eligible substantive programmatic service, as may be defined by the CRA, set forth in this Agreement. The CRA shall in its sole and absolute discretion determine when services are eligible substantive programmatic services and subject to the audit and record -keeping requirements described in this Agreement; and (e) Incorporate the language of the Certificate Regarding Lobbying executed in connection herewith. 4.5.2 The Borrower shall incorporate in all consultant and other subcontracts funded with CRA Funds hereunder the following provision: "[The Borrower ] is not responsible for any insurance or other f Tinge benefits, e.g., social security, income tax withholding, retirement or leave benefits, for [the Consultant] or employees of [the Consultant], that are normally available to direct employees of [the Borrower J. [The Consultant] assumes full responsibility for the provision of all insurance Page 12 of 29 and fringe benefits for himself/herself/itself and employees retained by [the Consultant) in carrying out the Scope of Services provided in this subcontract." 4.5.3 The Borrower shall be responsible for monitoring the contractual performance of all subcontracts. 4.5.4 The Borrower shall submit to the CRA for its review and confirmation any subcontract engaging any party who agrees to carry out any substantive programmatic activities, the fees of which are paid in whole or in part with Construction CRA Funds, to ensure its compliance with the requirements of this Agreement. The CRA's review and confirmation shall be obtained prior to the release of any funds for the Borrower's subcontractor(s). 4.5.5 The Borrower shall receive written approval from the CRA (such consent not to be unreasonably withheld, conditioned or delayed) prior to either assigning or transferring any obligations or responsibility set forth in this Agreement. 4.5.6 Approval by the CRA of any subcontract or assignment shall not under any circumstances be deemed to be the CRA's agreement to incur any obligations in excess of the total dollar amount agreed upon in this Agreement. 4.5.7 The Borrower and its subcontractors shall comply with all applicable Federal, state, and local laws, ordinances, and regulations. 4.5.8 If the CRA requests it, the Borrower shall submit to the CRA, for written prior approval, all proposed Solicitation Notices, Invitations for Bids, and Requests for Proposals. 4.6 REPORTING OBLIGATIONS. 4.6.1 The Borrower shall submit the following as required by the. CRA: 4.6.1.1 Audits, Other Information and Records (i) The Borrower shall submit to the CRA annually the updated List of Tenants Report, showing the rents charged and amount paid by each tenant occupying a CRA Assisted Unit monthly by December 31" of each year. (ii) Borrower understands that the CRA has the full authority to conduct an audit at any time conducted by an independent certified public accountant or firm of independent certified public accountants in accordance with generally accepted auditing standards, including audited financial statements and a report on compliance with laws and regulations based on the audit of financial statements at a cost to the CRA. As a result, the CRA shall have access to all records and files. Each such audited financial statement is to be for the 12 months ended December 31 and shall include: a. Comparative Balance Sheet with prior year and current year balances; b. Statement of revenue and expenses; Page 13 of 29 c. Statement of changes in fund balances or equity if applicable; d. Statement of cash flows; and e. Notes The financial statements shall be accompanied by a certification of the Borrower as to the accuracy of such financial statements. The Borrower shall submit to the CRA all reports described in this Section 4.6, and all other reports that the CRA may reasonably require, in such form, manner and frequency as the CRA may require to monitor the progress of the Project and the Borrower's performance and compliance with this Agreement, the Rent Regulatory Agreement, the other CRA Loan Documents and all Legal Requirements. 4.6.2 Federal, State and County Laws and Regulations. 4.6.2.1 The Borrower shall comply with all applicable provisions of federal, state, county and city laws, regulations, rules and administrative requirements. 4.6.2.2 The Borrower shall comply with Title VI of the Civil Rights Act of 1964, as amended, which prohibits discrimination on the basis of race, color, or national origin; the Age Discrimination Act of 1975, as amended, which prohibits discrimination on the basis of age; Title VIII of the Civil Rights Act of 1968, as amended. 4.6.2.3 Clean Air Act of 1970 (42 U.S.C. 7401 et. seq.), as amended; the Federal Water Pollution Control Act (33 U.S.C. 1251), as amended; Section 508 of the Clean Water Act (33 U.S.C. 1368); Environmental Protection Agency regulations (40 CFR Part 15); and Executive Order 11738. 4.7 ADDITIONAL CRA FUNDING. The Borrower acknowledges that under the CRA Program, CRA Funds may be committed to the Project up to one (1) year after "Substantial Completion", but the amount of CRA Funds in the Project may not exceed the total amount established by this Agreement. In the event that the Project will need additional funding (in excess of the CRA Funds) the Borrower agrees to seek and obtain additional funding to achieve Close -Out of the Project. Any additional subsequent funding requests from the CRA must be made by a written amendment to this Agreement signed by the parties hereto. ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE BORROWER The Borrower represents and warrants to the CRA as follows: Page 14 of 29 5.1 Ownership. The Borrower does fully warrant the title to the Property and has full power and authority to conduct its business as presently conducted, to receive the CRA Funds, has ownership of the property and is in charge of the operations at the property. The Project shall comply with all applicable CRA Requirements. The Borrower has full power and authority to perform the provisions hereof and of its agreements and undertakings with the CRA and to perform the transactions contemplated hereby, and such execution and performance have been duly authorized by all necessary corporate or other approvals and actions provided in Exhibit "D" attached hereto and made a part hereof 5.2 Correctness of Documents. The cost estimates, Budget, schedules, and all other documents furnished to the CRA in accordance with the Program, this Agreement, and/or the other CRA Loan Documents, are true and correct in all material respects and accurately set forth the facts contained therein and neither misstate any material fact nor, separately or in the aggregate, fail to state any material fact necessary to make the statements made therein not misleading. 5.3 Absence of Proceedings, Actions and Judgments. There are no conditions, circumstances, events, agreements, documents, instruments, restrictions, actions, suits or proceedings pending or threatened against or affecting the Borrower, the Project or the Property which could adversely affect the Borrower 's ability to comply with the CRA funding requirements of the Project, complete or operate the Project or to perform its obligations hereunder or which would constitute an Event of Default hereunder or under the other CRA Loan Documents regardless of the giving of notice or the passage of time or both. There are no outstanding or unpaid judgments or arbitration awards against the Borrower. 5.4 Non -Default. The Borrower is not in default or violation with respect to any Legal Requirement, nor is it in default under or in material breach of any instrument or agreement to which it is a party or by which it otherwise may be bound. The execution and delivery of this Agreement and the other CRA Documents, the consummation of the other transactions contemplated hereby, and the ownership and development of the Project as contemplated hereby and by the other CRA Documents: (i) do not and will not conflict with or result in violation of any Legal Requirement or in the breach or default under any indenture, contract, agreement or other instrument to which the Borrower is a party or by which it may be bound; and (ii) have been duly authorized by all necessary actions and approvals, whether corporate or otherwise. 5.5 Valid Obligations. This Agreement and all of the other CRA Loan Documents, when executed and delivered, shall constitute the duly authorized, legal, valid and binding obligations of the Borrower and will be enforceable in accordance with their respective terms. 5.6 Marketable Title. The Borrower has good and marketable title to the Property, subject only to: (a) the exceptions and other matters set forth in that certain Title Insurance Commitment, Commitment Number 1750447, issued by Old Republic National Title Insurance Company, effective as of May 7, 2026, as endorsed (Collectively, the "Title Commitment and Exceptions"); (b) from time to time, the granting of utility and similar easements on a non -material portion of the Property to utility and similar service providers for the installation and maintenance of utility and similar service equipment and components; and (c) the rights and interest of any Senior Lender in the Property from and after the Effective Date; provided, however, that any future Senior Lender shall be subject to the prior approval of the Board of the CRA. Page 15 of 29 5.7 Compliance. The completion and use of the CRA Funds in accordance with the Scope of Work will comply fully with all Legal Requirements, and with all limitations on the use of the Project, or any other condition, grant, easement, covenant, or restriction, whether recorded or not. All necessary approvals, permits and licenses for the construction, operation, and use of the Project have been unconditionally obtained and are in full force and effect, or if the present state of construction of the Project does not allow such issuance, then such approvals, permits and licenses will be issued when the Project is completed. 5.8 Encroachments. When completed in accordance with the Scope of Work, the Project will not encroach upon any building line, setback line, side yard line or other recorded or visible easements or other easements of which the Borrower is aware which exists (or which the Borrower has reason to believe may exist) with respect to the Project other than set forth in the Title Commitment and Exceptions. 5.9 Scope of Work. The Scope of Work is complete in all respects, and contains all details requisite for the Project which, when built and equipped in accordance therewith, shall be ready for the intended use and occupancy thereof. 5.10 Leases. There are no leases, tenancies, licenses or agreements for use of any part of the Property other than the Existing Leases which have been specifically disclosed to and approved by the CRA in the rent regulatory agreement. 5.11 Pending Assessments. The Borrower has no knowledge of any pending or proposed governmental action that would impair the operation or value of the Project or result in a special assessment against the Project. 5.12 Waste. The Borrower shall not intentionally commit or suffer physical waste or negligence on the Project. 5.13 Fraud. No fraud by the Borrower has occurred in the qualification of the Project, the Borrower and/or the Property for CRA funding, the negotiation of this Agreement and the other CRA Documents, nor in the transactions contemplated hereby. 5.14 No Casualty. No part of the Property and/or the Project has been damaged or has been subjected to condemnation or other proceedings, and, to the best of the Borrower's knowledge and belief, no such proceedings have been threatened. 5.15 No Changes. There have been no material adverse changes in projected costs and expenses of or from the Project or in the occupancy of the Property or any other features of the transactions contemplated hereby as submitted to the CRA. 5.16 Compliance with Laws and Regulations. The Borrower will comply at all times with all Legal Requirements. The Borrower will comply at all times with the CRA Requirements affecting the ownership, use, construction, lease and operation of the Project. 5.17. Other Project Financing. The Borrower has not applied for nor received, and does not otherwise have available, in connection with the Project any other financing/funding, except for those funds, loans and/or loan commitment associated with a Superior Loan as set forth on the attached Schedule A, and as otherwise approved in writing by the CRA. 5.18 Reaffirmation. Each of the representations and warranties set forth in this Article shall be true at all times and the acceptance of the CRA Funds hereunder by the Borrower shall be deemed to be a reaffirmation of each of the representations and warranties given in this Agreement. Page 16 of 29 ARTICLE VI BORROWER'S AND OWNER'S OBLIGATIONS 6.1 Scope of Work. The Borrower as approved by the Board of the CRA through resolution CRA-R-26-0011 shall oversee the entire project and shall ensure performance of the Scope of Work and Schedule as set forth herein and on Exhibit "B" attached hereto. Borrower shall: (a) meet all of its obligations hereunder and under all of the CRA Loan Documents executed in connection herewith, (b) rent all CRA Assisted Units to Moderate -Income Households (to the extent tenants meeting such income standards are available and desire to rent the units) in accordance with the requirements of all Loan Documents subject to the Existing Leases, throughout the Affordability Period, (c) throughout the Affordability Period, comply with all applicable CRA Requirements set forth in this Agreement and in the other CRA Loan Documents with regard to the CRA Assisted Units. 6.2 Reporting Obligations. The Borrower shall submit to the CRA all reports as described in Section 4.6 hereof, and all other reports that the CRA may reasonably require, in such form, manner, and frequency as the CRA may reasonably require to monitor the progress of the Project and the Borrower's performance and compliance with this Agreement and all Legal Requirements. 6.3 Retention of Records. The Borrower shall retain all Contract Records for five (5) years after the expiration of the Affordability Period (hereinafter referred to as the "Retention Period") subject to the limitations set forth below: (a) If the CRA or the Borrower has received or given notice of any kind indicating any threatened or pending litigation, claim or audit arising out of the activities relating to the Project or the Scope of Work or under the terms of this Agreement, the Retention Period shall be extended until such time as the threatened or pending litigation, claim or audit is, in the sole and absolute discretion of the CRA, fully, completely and finally resolved. (b) The Borrower shall allow the CRA or any person authorized by the CRA (during normal business hours and upon at least 24-hours prior notice) full access to and the right to examine any of the Contract Records during the required Retention Period. (c) The Borrower shall notify the CRA in writing, both during the pendency of this Agreement and after its expiration termination, as part of the final closeout procedure, of the address where all Contract Records will be retained. 6.4 Provision of Records. All of the Contract Records are subject to the provisions of Chapter 119, Florida Statutes, commonly referred to as the "Public Records Law". The Borrower shall provide to the CRA, upon request, all Contract Records. The requested Contract Records shall become the property of the CRA without restriction, reservation, or limitation on their use and shall be made available by the Borrower at any time upon request by the CRA. The CRA shall have the unlimited right to all books, articles, or other copyrightable materials developed in the performance of this Agreement, including, but notlimited to, the right of royalty -free, non-exclusive, and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, the Contract Records for public purposes. Should Borrower Page 17 of 29 determine to dispute any public access provision required by Florida Statutes, then Borrower shall do so at its own expense and at no cost to the City. IF THE RECIPIENT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE RECIPIENT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 679-6868, CSUAREZ@MIAMIGOV.COM, AND 1401 N. MIAMI AVENUE, MIAMI, FLORIDA 33136. If the Borrower receives funds from, or is under regulatory control of, other governmental agencies and those agencies issue monitoring reports, regulatory examinations, or other similar reports, the Borrower shall provide a copy of each such report and any follow-up communications and reports to the CRA immediately upon such issuance unless such disclosure is a violation of those agencies' rules. 6.5 Prior Approval. Except for the current encumbrance on the Property, the Superior Financing as set forth in Section 5.17 of this Agreement and Schedule A attached, Borrower shall obtain the CRA's prior written approval prior to undertaking any of the following with respect to the Project and/or the Property: (a) Except as permitted in Section 4.4. and except for sale or conveyance or transfer to a Affiliate, the sale, assignment, pledge, transfer, hypothecation or other encumbrance or disposition of any proprietary or beneficial interest in the Borrower, the Project or the Borrower's estate in the Property, which shall require the prior written approval of the Executive Director of the CRA (such approval not to be unreasonably withheld, conditioned or delayed). (b) Except in the case of repair or replacement caused by normal wear and tear, and otherwise due to casualty or condemnation in accordance with the terms of this Agreement, the disposition of any real property or any expendable personal property or non -expendable personal property as defined in Paragraph 4.3.1. (c) Any proposed Solicitation Notice, Invitation for Bids or Request for Proposals for services to be performed for or in connection with the Project or materials furnished to the Project, the fee for such services or the cost of such materials are paid in whole or in part with Construction CRA Funds, shall be subject to and comply with the requirements of Section 163.370, Florida Statutes, as may be amended from time to time. (d) The disposal of any Contract Records during the Retention Period. 6.5.1 Executive Director of the CRA shall have the discretion to approve and authorize, the execution and negotiation of all necessary documents to further Close -Out of the Project. 6.6 Monitoring. The Borrower shall permit the CRA and other persons duly authorized by the CRA to inspect ,(during normal business hours and upon reasonable prior notice) all Contract Records, facilities, goods, and activities of the Borrower that are in any way connected to the activities undertaken pursuant to the terms of this Agreement, and/or to interview any clients, employees, subcontractors, or assignees of the Borrower. Following such inspection or interviews, the CRA will deliver to the Borrower a report of its findings. The Borrower will rectify all deficiencies cited by the CRA within the period of time specified in the report, or provide the CRA with a reasonable justification for not correcting the deficiencies. The CRA will determine, in its sole and absolute discretion, whether or not the Borrower's justification is acceptable. Page 18 of 29 6.7 Conflict of Interest. A. The Borrower is aware of the conflict of interest laws of the City of Miami (Code of the City of Miami, Florida, Chapter 2, Article V), of Miami -Dade County, Florida (Code of Miami -Dade County, Florida, Section 2-11.1), and of the State of Florida (as set forth in Florida Statutes) and agrees that it will fully comply in all respects with the terms thereof and any future amendments. B. The Borrower covenants that no person or entity under its employ, presently exercising any functions or responsibilities in connection with this Agreement, has any personal financial interests, direct or indirect, with the CRA. The Borrower further covenants that, in the performance of this Agreement, no person or entity having such conflicting interest shall be utilized in respect to the Scope of Work or services provided hereunder. Any such conflict of interest(s) on the part of the Borrower, its employees or associated persons or entities must be disclosed to the CRA. C. The Borrower shall disclose any possible conflicts of interest or apparent improprieties of any party under or in connection with the Legal Requirements, including the standards for procurement. D. The Borrower shall make any such disclosure to the CRA in writing and immediately upon the Borrower's discovery of such possible conflict. The CRA's determination regarding the possible conflict of interest shall be binding on all parties. E. No employee, agent, consultant, elected official or appointed official of the CRA, exercising any functions or responsibilities in connection with the CRA's Program or this Agreement, or who is in a position to participate in the decision -making process or gain inside information regarding these CRA-assisted activities, has any personal financial interest, direct or indirect, in this Agreement, the proceeds hereunder, the Project or the Borrower , either for themselves or for those with whom they have family or business ties, during their tenure or for one year thereafter. 6.8 Related Parties. The Borrower shall report to the CRA the name, purpose for and any other relevant information in connection with any related -party transaction. The term "related party transaction" includes, but is not limited to, a transaction or relationship between -the Borrower and a for -profit or nonprofit subsidiary or affiliate organization, an organization with an overlapping board of directors, and an organization for which the Borrower is responsible for appointing memberships. The Borrower shall report this information to the CRA upon forming the relationship, or if already formed, shall report such relationship prior to or simultaneously with the execution of this Agreement. Any supplemental information shall be promptly reported to the CRA no later than in the next required Progress Report, as described above. 6.9 Publicity and Advertisements. The Borrower shall ensure that all publicity and advertisements prepared and released by the Borrower, such as pamphlets and news releases, related to activities funded by this Agreement, and all events carried out to publicize the accomplishments of any activities funded by this Agreement, recognize the CRA as one of its funding sources. 6.10 Procurement. The Borrower shall make a commercially reasonable effort to procure supplies, equipment, construction, or services to fulfill this Agreement from minority and women owned businesses, and to provide these sources the maximum feasible opportunity to compete for subcontracts to Page 19 of 29 be performed pursuant to this Agreement. To the maximum extent feasible, these businesses shall be located in or owned by residents of the community development areas designated by the CRA. 6.11 Additional Funding. The Borrower shall not procure any other financing in connection with the Project or the Property without the prior written consent of the CRA (which consent the CRA will not unreasonably withhold, condition, or delayed), other than the Superior Loans and those financings disclosed to the CRA in writing as of the date hereof, which, for avoidance of doubt, are provided for in Section 5.17 of this Agreement. 6.12 Reversion of Assets. The Borrower shall return to the CRA upon the expiration or termination of this Agreement any CRA Funds on hand, any funds or accounts receivable attributable to the CRA Funds, and any overpayments due to unearned funds or costs disallowed pursuant to the terms of this Agreement that were disbursed to the Borrower by the CRA. Any funds not earned by the Borrower prior to the expiration or termination of this Agreement shall be retained by the CRA. 6.13 Repayment of Funds Procedures. If, after notice and the expiration of any applicable cure period, for any reason during the Affordability Period any CRA Assisted Unit fails to comply with the Affordability requirements of this Agreement, the Borrower shall repay to the CRA all funds received by the Borrower pursuant to this Agreement, and interest thereon as provided in the CRA Note. 6.14 Affirmative Marketing. The Borrower shall comply with the affirmative marketing requirements and procedures provided on Exhibit "E" attached hereto and made a part hereof. 6.15 Intentionally Omitted. 6.16 Signage, Acknowledgement, Publicity. During the Term of this Agreement, the Borrower shall furnish signage identifying the Project and shall acknowledge the contribution of the CRA by incorporating the seal of the CRA and the names of the CRA commissioners and officials in all documents, literature, pamphlets, advertisements, and signage, permanent or otherwise in accordance with Section 6.9 hereof. All such acknowledgments shall be in a form acceptable to the CRA, as provided on Exhibit "I" attached hereto and made a part hereof. All publicity and advertisements prepared and released by the Borrower related to the Project, such as pamphlets and news releases, and all events carried out to publicize the Project, shall recognize the CRA as one of the Project's funding sources. 6.17 Intentionally Omitted. 6.18 Affirmative Action. The Borrower shall not discriminate on the basis of race, color, national origin, sex, religion, age, sexual orientation, marital or family status or handicap/disability in connection with its performance under this Agreement or in connection with the occupancy of any CRA Assisted Unit. Age discrimination and discrimination against minor dependents are also not permitted. 6.19 Intentionally Omitted. 6.20 Compliance with Safety Precautions. The Borrower shall allow CRA and or City inspectors, agents or representatives the ability to monitor its compliance with safety precautions as required by federal, state or local laws, rules, regulations and ordinances. By performing these inspections the CRA, its agents, or representatives are not assuming any liability by virtue of such laws, rules, regulations and Page 20 of 29 ordinances. The Borrower shall have no recourse against the CRA, its agents, or representatives for the occurrence, non-occurrence or result of such inspection(s), and shall obtain the affirmative acknowledgment of the Borrower , for the benefit of the CRA, that the Borrower shall have no recourse against the CRA, its agents, or representatives for the occurrence, non-occurrence or result of such inspection(s). The Borrower shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the CRA, including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability) and all applicable regulations, guidelines and standards. Additionally, the Borrower shall take affirmative steps to ensure nondiscrimination in the employment of disabled persons. 6.21 Draw Requests. Each Request for Disbursement of Construction CRA Funds for costs will be disbursed by the CRA, based on project specific invoices submitted and authorized by the Borrower. 6.22 Insurance Proceeds. Notwithstanding anything to the contrary contained herein or in the other CRA Loan Documents, the Borrower may make insurance proceeds available for the restoration and repair of the Property and the Project if all of the following conditions are met: (i) the Borrower is not in breach or default of any provision of the Mortgage or any other loan document between the Borrower and the CRA beyond applicable notice and cure periods; (ii) the Borrower reasonably determines that there will be sufficient funds, through insurance proceeds and contributions by the Borrower, to (a) restore and repair the Property and the Project to a condition as close as reasonably possible to what previously existed, and (b) meet all operating costs and other expenses, payments for reserves and loan repayment obligations relating to the Property and the Project until completion of the restoration and repair of the Property and/or the Project to a condition as close as reasonably possible to what previously existed; (iii) the Borrower determines that the rental income of the Project, after restoration and repair to a condition as close as reasonably possible to what previously existed, will be sufficient to meet all operating costs and other expenses, payments for reserves and loan repayment obligations relating to the Project, and (iv) the Borrower has received the CRA 's written concurrence with such determination. The CRA acknowledges and agrees that the CRA's right, title, and interest in and to any funds, proceeds, contributions, or other interests made available to Borrower pursuant to any insurance policies for the restoration and repair of the Property are subject to the rights and interest of any Senior Lender. 6.23 Condemnation Proceeds. Notwithstanding anything to the contrary contained herein or in the other CRA Loan Documents, the Borrower may make proceeds of condemnation available for the restoration and repair of the Property and the Project if all of the following conditions are met: (i) the Borrower is not in breach or default of any provision of the Mortgage or any other CRA Loan Document beyond applicable notice and cure periods; (ii) the Borrower determines that there will be sufficient funds, through condemnation proceeds and contributions by the Borrower, to (a) restore and repair the Property and the Project to a condition as close as reasonably possible to what previously existed, due consideration given to the portion of the Property and the Project taken, and, (b) meet all operating costs and other expenses, payments for reserves and loan repayment obligations relating to the Project until completion of the restoration and repair of the Property and the Project to a condition as close as reasonably possible to what previously existed, due consideration given to the portion of the Property and the Project taken; (iii) the Borrower determines that the rental income of the Project, after restoration and repair of the Property and the Project to a condition as close as reasonably possible to what previously existed, due consideration given to the portion of the Property and the Project taken, will be sufficient to meet all operating costs and other expenses, payments for reserves and loan repayment obligations relating to the Project, and (iv) the Borrower has received the CRA's written concurrence with such determination. The CRA acknowledges Page 21 of 29 and agrees that the CRA's right, title, and interest in and to any proceeds or award made available to Borrower in connection with any condemnation of all or any portion of the Property are subject to the rights and interest of any Senior Lender. 6.24 Recording. The Borrower must pay all costs of the recording of the Loan Documents. Such costs related to the recording of the Loan Documents may be included in the Itemized Budget submitted to the City. 7.1 Default: (f) (g) ARTICLE VII DEFAULT The happening of any one or more of the following events shall constitute an Event of (a) Subject to the Existing Tenants, failure of any of the CRA Assisted Units to remain Affordable at any time during the Affordability Period. (b) If any term, condition or representation contained in this Agreement or any of the other CRA Loan Documents is materially untrue, substantially inaccurate or incomplete when made, or, if there is a material misrepresentation of fact or fraud contained in any document(s) submitted in support of this Agreement and such misstatement or misrepresentation has a materially adverse effect on the Project. (c) Subject to force majeure, the substantial discontinuance of the construction of the Project for a period of fourteen (14) days which discontinuance is, in the reasonable determination of the CRA, without satisfactory cause, and construction is not recommenced within fifteen (15) days following written notice from the CRA to Borrower. (d) Except as set forth in each of Sections 5.6, 5.17, and 6.5 of this Agreement, the sale, assignment, pledge, transfer, hypothecation or other encumbrance or disposition (except due to repair or replacement for normal wear and tear, and as a result of casualty or condemnation in accordance with this Agreement) of any proprietary or beneficial interest in the Borrower's estate in the Property, or any change in operating control of the Borrower, without the full completion of the Affordability Period of this Agreement. (e) In the event that the CRA reasonably determines that the Project is not being erected in a good and workmanlike manner in accordance with the Scope of Work, or that the Borrower is failing to comply promptly with any requirement or notice of violation of law issued by or filed by the CRA or any department of any governmental authority having jurisdiction over the Borrower or the Property. Failure by the Borrower to comply with any material term or provision of this Agreement or any of the CRA Loan Documents (beyond any applicable grace, notice and/or cure period), or the occurrence of an event of default (beyond any applicable grace, notice and/or cure period) under any of the other CRA Loan Documents. Any change in zoning requirements or zoning classification of the Property initiated by the Borrower, which will materially interfere with the completion of Page 22 of 29 construction of the Project, or the ultimate operation of the Project as contemplated herein. (h) In the event that the CRA reasonably determines that there exists an event of default (beyond applicable grace, notice and/or cure periods) under and pursuant to the terms of any other agreement or obligation of any kind or nature whatsoever of the Borrower to the CRA, direct or contingent, whether now or hereafter due, existing, created or arising. In the event the construction portion of this Project is not completed within 36 months following the Effective Date and all applicable cure periods. (i) ARTICLE VIII REMEDIES 8.1 Upon the occurrence of any Event of Default, the CRA shall have the absolute right to refuse to disburse any undisbursed portion of the Loan. The CRA shall provide written notice of the occurrence of an Event of Default to the Borrower and Senior Lender if any, after which the Borrower shall have thirty (30) days to cure said default (except for the events described in Section 7.1 (b) and (d) above for which the aforementioned cure period shall not apply). In the event a default which is permitted to be cured cannot practicably be cured within thirty (30) days, the Borrower shall have such additional time as may be required to effect a cure, so long as (a) the cure is commenced within thirty (30) days and is diligently prosecuted and (b) the lack of a cure during such continuing cure period has no material adverse effect on the Project. The CRA agrees to accept a cure of any default committed by the Borrower, which cure is tendered or effected by the Senior Lender if any, as if such cure had been tendered or effected by the Borrower. If an Event of Default shall continue uncured for a period of thirty (30) consecutive days following written notice thereof to the Borrower (except for the events described in Section 7.1 (b) and (d) above for which the aforementioned cure period shall not apply and except for cures which are continuing as provided in the preceding paragraph), and subject to the provisions of the last paragraph of this Section, the CRA shall have the absolute right, at its option and election and in its sole discretion to: (a) Specific Performance. Institute appropriate proceedings to specifically enforce performance of the terms and conditions of this Agreement; (b) Recapture of CRA Funds. Demand that the Borrower reimburse the CRA for the CRA Funds disbursed to the Borrower pursuant to this Agreement. The Borrower shall reimburse CRA in the amount of the CRA Funds disbursed to the Borrower pursuant to this Agreement within sixty (60) days, subject to any limitations contained in the CRA Note and/or Mortgage concerning Borrower's or Property Owner's liability for amounts due under the CRA Loan Documents. (c) Other Remedies. Exercise any other right, privilege or remedy available to the CRA as may be provided by applicable law, or in any of the other CRA Loan Documents. Page 23 of 29 It is understood and agreed that the occurrence of an event of default under Section 7.1 (b) or (d) shall immediately entitle the CRA to exercise any of the above -described remedies without the need to give the Borrower notice thereof or the opportunity to cure. The rights and remedies of the CRA hereunder shall be cumulative and not mutually exclusive, and the CRA may resort to any one or more or all of said remedies without exclusion of any other. No party other than the CRA, whether the Borrower or a material man, laborer, subcontractor or supplier, shall have any interest in the CRA Funds withheld because of a default hereunder, and shall not have any right to garnish or require or compel that payment thereof be applied toward the discharge or satisfaction of any claim or lien which any of them may have. ARTICLE IX INDEMNIFICATION 9.1 The Borrower shall indemnify, hold harmless, and defend the CRA, City of Miami, its officers, agents, directors, and/or employees, from liabilities, damages, losses, judgments, and costs, including, but not limited to reasonable attorney's fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of Borrower and persons employed or utilized by Borrower in the performance of this Agreement. Borrower shall, further, hold the CRA, City of Miami, its officials and/or employees, harmless for, and defend the CRA, City of Miami, its officials and/or employees against, any civil actions, statutory or similar claims, injuries or damages arising or resulting from the permitted work, even if it is alleged that the CRA, City of Miami, its officials and/or employees were negligent. These indemnifications shall survive the term of this Agreement. In the event that any action or proceeding is brought against the CRA, City of Miami by reason of any such claim or demand, the Borrower shall, upon written notice from the CRA, resist and defend such action or proceeding by counsel satisfactory to the CRA. The Borrower expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Borrower shall in no way limit the responsibility to indemnify, keep and save harmless and defend the CRA or its officers, employees, agents and instrumentalities as herein provided. The indemnification provided above shall obligate the Borrower to defend, at its own expense, to and through appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at the CRA's option, any and all claims of liability and all suits and actions of every name and description which may be brought against the CRA whether performed by the Borrower, or persons employed or utilized by Borrower. This indemnity will survive the cancellation or expiration of the Agreement. This indemnity will be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conforms to the limitations of §725.06 and/or §725.08, Florida Statutes, as applicable. The Borrower shall require all Sub -contractor agreements, if applicable, to include a provision that they will indemnify the CRA. The Borrower agrees and recognizes that the CRA shall not be held liable or responsible for any claims which may result from any actions or omissions of the Borrower in which the CRA participated either through review or concurrence of the Borrower's actions. In reviewing, approving or rejecting any submissions by the Borrower or other acts of the Borrower , the CRA in no way assumes or shares any responsibility or liability of the Borrower or Sub -contractor under this Agreements. Page 24 of 29 ARTICLE X TERMINATION The Borrower acknowledges that this Agreement may be terminated if the Borrower materially fails to comply with the terms contained herein or upon the occurrence of an Event of Default which is not cured within any applicable cure period set forth in Section 8.1 above. 10.1 Intentionally Omitted. 10.2 Termination for Breach. The CRA may terminate this Agreement, in whole or in part, in the event the CRA reasonably determines that the Borrower is not making (or causing to be made) sufficient progress with regard to the construction of the CRA Assisted Units (thereby endangering its ultimate performance under this Agreement) or is not complying with any material term or provision of this Agreement, following notice and the expiration of the applicable cure period. The CRA may terminate this Agreement, in whole or in part, in the event that there exists an event of default (beyond any applicable grace, notice and/or cure periods) under and pursuant to the terms of any other agreement or obligation of any kind or nature whatsoever of the Borrower to the CRA, direct or contingent, whether now or hereafter due, existing, created or arising, which event of default has continued beyond any applicable cure period. 10.3 Upon the occurrence of an Event of Default and the expiration of any grace, notice and/or cure period (in those circumstances for which a grace, notice and/or cure period is otherwise provided in this Agreement, including, without limitation, Section 8.1), and unless the Borrower's breach is waived by the CRA in writing, the CRA may, by written notice to the Borrower, terminate this Agreement upon not less than ten (10) days prior written notice to Borrower. Said notice shall be delivered by certified mail, return receipt requested, or by in person delivery with proof of delivery. Waiver of breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. The provisions hereof are not intended to be, and shall not be, construed to limit the CRA's right to legal or equitable remedies. ARTICLE XI SUSPENSION 11.1 The CRA may, for reasonable cause, suspend the Borrower's authority to obligate funds under this Agreement or withhold payments to the Borrower, pending necessary corrective action by the Borrower, and may include: (a) Ineffective or improper use of the CRA Funds by the Borrower; (b) Failure of the Borrower to comply with any material term or provision of this Agreement and such failure is not cured within any applicable cure period; (c) Failure of the Borrower to submit any documents required by this Agreement; or (d) The Borrower's submittal of incorrect or substantially incomplete documents and such submittal is not cured within any applicable cure period. Page 25 of 29 11.2 The determinations and actions described in paragraph 11.1 above may be applied to all or any part of the activities funded pursuant to this Agreement. 11.3 The CRA will notify the Borrower in writing of the type of action taken pursuant to this Article, by certified mail, return receipt requested, or by in person delivery with proof of delivery. The notification will include the reason(s) for such action, any conditions relating to the action, and the necessary corrective action(s). ARTICLE XII MISCELLANEOUS 12.1 Enforcement Methods. As a means of enforcing compliance with this Project, the CRA may utilize any enforcement measures it deems necessary. 12.2 Renegotiation or Modification. Modification of provisions of this Agreement shall be valid only when in writing and signed by the parties hereto. The parties agree to modify this Agreement if the CRA determines, in its sole and absolute discretion, that federal, state, and/or local governmental revisions of any applicable laws or regulations, or increases or decreases in budget allocations, make changes to this Agreement necessary. The CRA shall be the final authority in determining whether or not funds for this Agreement are available due to federal, state and/or local governmental revisions of any applicable laws or regulations, or increases or decreases in budget allocations. 12.3 Right to Waive. The CRA may, for good and sufficient cause, as determined by the CRA in its sole and absolute discretion, waive provisions of this Agreement or seek to obtain such waiver from an appropriate authority. Waiver requests from the Borrower shall be in writing. A waiver shall not be construed to be a modification of this Agreement. 12.4 Budget and Project Eligibility Activity Title Revisions. Revisions to the Budget shall be made in writing, and approved in writing by the CRA; however, such revisions shall not necessitate an amendment hereto unless the amount of the Construction CRA Loan to be granted hereunder is changed, or unless otherwise required by the CRA. 12.5 Disputes. In the event an unresolved dispute exists between the Borrower and the CRA, the CRA shall refer the issue, including the views of all interested parties and the recommendation of the CRA, to the Executive Director, his designee, or such other official of the CRA who shall be authorized to exercise the authority of the Executive Director in this regard (the "Executive Director") for determination. The Executive Director will issue a determination within thirty (30) calendar days of receipt of a written request for resolution of the dispute and so advise the CRA and the Borrower. In the event additional time is necessary, the Executive Director will notify the interested parties within the thirty (30) day period that additional time is necessary. The Borrower agrees that the CRA Executive Director's determination shall be final and binding on all parties, subject only to judicial review. 12.6 Headings. The article and paragraph headings in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. 12.7 Proceedings. The Agreement shall be construed in accordance with the laws of the State of Florida and any proceedings arising between the parties in any manner pertaining or relating to this Agreement shall, to the extent permitted by law, be held in Miami -Dade County, Florida. Page 26 of 29 12.8 as follows: Notices and Contact. All notices under this Agreement shall be in writing and addressed To CRA: With Copy to: To Borrower: Omni Redevelopment District Community Redevelopment Agency 1401 North Miami Ave, 2nd Floor Miami, FL 33136 Attn: Carlos Suarez, Executive Director George K. Wysong III, General Counsel City of Miami, City Attorney's Office 444 S.W. 2nd Avenue Miami, FL 33130-1910 A&E District Holding Company, LLC 1221 Brickell Avenue, Suite 900 - #274 Miami, Florida 33136 Attention: Liam T. Krahe Except as otherwise provided in this Agreement, notice shall be deemed given upon hand delivery or five (5) business days after depositing the same with the U.S. Postal Service. The address or designated representative of the parties may be changed by notice given in accordance with this section. 12.9 Conflicts with Applicable Laws. If any provision of this Agreement conflicts with any applicable law or regulation, only the conflicting provision shall be deemed by the parties hereto to be modified, or to be deleted if modification is inappropriate, to cause the provision to be consistent with the law or regulation. However, the obligations under this Agreement, as modified, shall continue and all other provisions of this Agreement shall remain in full force and effect. 12.10 Entire Agreement. This Agreement and its Exhibits and Schedules described as follows contain all the terms and conditions of the Agreement between the parties: Exhibit "A" Legal Description Exhibit "B" Scope of Work and Project Schedule Exhibit "C" Budget Exhibit "D" Corporate Resolution Exhibit "E" Affirmative Marketing Procedures and Responsibilities Exhibit "F" Form of Mortgage and Note Exhibit "G" Form of Covenant Exhibit "H" Form of Rent Regulatory Agreement Exhibit "I" Signage Requirements Exhibit "J" Additional Insurance Requirements Exhibit "K" Anti -Human Trafficking Affidavit Exhibit "L" Beneficial Interest and Disclosure of Ownership Affidavit Exhibit "M" Conflict of Interest Disclosure Affidavit Exhibit "N" Certification Regarding Lobbying Page 27 of 29 Exhibit "0" Certification Regarding Debarment, Suspension & Other Responsibility Matters Exhibit "P" Public Entity Crime Affidavit Schedule A Senior Financing/ Current Mortgage 12.11 Waiver of Jury Trial. Neither the Borrower nor its subcontractor(s), nor any other person liable for the responsibilities, obligations, services and representations herein, nor any assignee, successor, heir or personal representative of the Borrower, its subcontractors or any other person or entity shall seek a jury trial in any lawsuit, proceeding, counterclaim or any other litigation procedure based upon or arising out of this Agreement, or the dealings or the relationship between or among such persons or entities, or any of them. Neither the Borrower nor its subcontractors, nor any other person or entity will seek to consolidate any such action in which a jury trial has been waived with any other action. The provisions of this paragraph have been fully discussed by the parties hereto, and the provisions hereof shall be subject to no exceptions. Neither party to this Agreement has in any manner agreed with or represented to any other party that the provisions of this paragraph will not be fully enforced in all instances. 12.12 CRA Resolution Award. The decision to make the award to A&E District Holding Company, LLC was adopted on March 12, 2026, by the CRA pursuant to resolution No. CRA-R-26-0011, including supporting documents (collectively, "Award Memoranda") are hereby incorporated by reference. To the extent that any conflict exists between the Award Memoranda and the CRA Loan Documents when interpreting the intent of the CRA Loan Documents, whichever provision is strictest will control. 12.13 Governing Law and Venue. This Agreement shall be construed and enforced pursuant to the laws of the State of Florida, excluding all principles of choice of laws, conflict of laws and comity. Any action pursuant to a dispute under this Agreement must be brought in Miami -Dade County and no other venue. All meetings to resolve said dispute, including voluntary arbitration, mediation, or other alternative dispute resolution mechanism, will take place in this venue. The parties both waive any defense that venue in Miami -Dade County is not convenient. 12.14 Costs. Including, Attorney's Fees. In the event litigation, arbitration, or mediation, between the parties hereto, arises out of the terms of this Agreement, each party shall be responsible for its own attorney's fees. 12.15 Counterparts and Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request 12.16 Current and Future Financing. The CRA acknowledges and agrees that the Property is encumbered by existing and future Superior Loans. The CRA will cooperate with Borrower and any Superior Lender by executing such amendments, supplements, or restatements to this Agreement and the Mortgage as reasonably requested by a Superior Lender that confirms the Mortgage and any other security interest that the CRA has or may have in the Property is subordinate, in all material respects, to any security interest that such Superior Lender has or may have in the Property or Borrower, so long as such amendment, supplement, or restatement does not: (i) reduce the number of CRA Assisted Units as set forth in this Agreement and the CRA Loan Documents; or (ii) modify the amount of the rents and annual adjustment Page 28 of 29 thereto that Borrower may charge for the CRA Assisted Units as provided in and by the Covenant and the Rent Regulatory Agreement; or (iii) in no event cause the CRA's lien position to be subordinated beyond a second priority lien position to any Senior Lender. [Signature Page Follows] Page 29 of 29 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their undersigned officials as duly authorized. WITNESSES: Print Name: a.r,t4phor (,�ni STATE OF FLORIDA COUNTY OF MIAMI-DADE) BORROWER: A&E DISTRICT HOLDING COMPANY, LLC, a Florida limited liability company By: LKDC Management LLC, a Florida limited liability company, its Tanager By: Print NeI Liam T. Krahe Title: Authorized Member Date: � 1.3 /r ,0 ACKNOWLEDGMENT THE FOREGOING INSTRUMENT was acknowledged before me by means of l physical presence or ❑ online notarization this on this Zq-ai day of /`tc$./ , 2026 by LIAM T. KRAHE, as Authorized Member of LKDC Management LLC, a Florida limited liability company, the manager of A&E District Holding Company, LLC, a Florida limited liability company. She/He is personally known to me or has produced a Jun(Aft Dnahrr L,.<cnsn as identification. vru {°a • e?% CHRISTIAN CASTILLO Commission # HH 385556 Expires April 11, 2027 My Commission Expires: 4r,f 1(, ZC2? Signature of Notary Public, State of Florida Printed Name of Notary Public Page 30 of 29 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their undersigned official :��� orized. B Todd non, Clerk of the Board Date: &--Q - S016 APPROVED AS David Rui Interim Di ector of Risk Management CRA: OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("CRA") By: Carlos' uarez, xecutive Director APPROVED AS TO FORM AND REQUIREMENTS CORRECTNESS: George K. Wysong III General Counsel 2UL1 L-) Page 31 of 29 EXHIBIT "A" LEGAL DESCRIPTION OF THE PROPERTY 1. North East Miami Place Folio Number: 01-3136-005-0940 Lot 7 in Block 13, of ROBBINS-GRAHAM & CHILLINGSWORTH SUBDIVISION, according to the Plat thereof, as recorded in Plat "A", Page 49 1/2, of the Public Records of Miami -Dade County, Florida. AND 2. North East 15th Street/ NE Miami Place . Folio Number: 01-3136-005-0980 The South 10 feet of Lot 10 and all of Lot 11, in Block 13 of ROBBINS-GRAHAM & CHILLINGSWORTH SUBDIVISION, according to the Plat thereof, as recorded in Plat "A", Page 49 1/2, of the Public Records of Miami -Dade County, Florida. AND 3. North East 1st Avenue Folio Number: 01-3136-005-0960 The South 30 feet of Lot 9 and the North 15 feet of Lot 12, less the East 10 feet thereof, in Block 13, of ROBBINS GRAHAM AND CHILLINGSWORTH SUBDIVISION, according to the Plat thereof, as recorded in Plat Book "A", Page 49 1/2, of the Public Records of Miami -Dade County, Florida. AND 4. 1516 NE 1st Avenue, Miami, Florida 33132 Folio Number: 01-3136-005-0950 Lot 8 and the North 30 feet of Lot 9 less the East 10 feet thereof, in Block 13, of ROBBINS GRAHAM AND CHILLINGSWORTH SUBDIVISION, according to the Plat thereof, as recorded in Plat Book "A", Page 49 1/2, of the Public Records of Miami -Dade County, Florida. AND 5. 1515 NE Miami Place, Miami, Florida 33132 Folio Number: 01-3136-005-0970 The North 50 feet of Lot 10 in Block 13 of ROBBINS-GRAHAM & CHILL1NGSWORTH SUBDIVISION, according to the Plat thereof, as recorded in Plat "A", Page 49 1/2, of the Public Records of Miami Dade County, Florida. AND 6. 1502 NE 1st Avenue, Miami, Florida 33132 Folio Number: 01-3136-005-0990 The South 45 feet of Lot 12, less the South 5 feet and less the East 10 feet thereof, in Block 13, of ROBBINS GRAHAM AND CHILLINGSWORTH SUBDIVISION, according to the Plat thereof, as recorded in Plat Book "A", Page 49 1/2, of the Public Records of Miami - Dade County, Florida. EXHIBIT "B" SCOPE OF WORK /PROJECT SCHEDULE The Arts Site Transaction Overview: Live Local PROPERTY SUMMARY Property Name Address City, State Submarket Transaction Type Proposed Development Zoning Approvals Notes: The Arts Site 1516 NE 1st Ave Miami, FL Arts & Entertainment Site Ground Up Development Multifamily Completed. Live Local SCHEDULE Event Date Start Finish Duration Code Analysis Start Date 05/01/25 05/31/25 05/31/25 0 Pre -Launch Acquisition / Launch 05/31/25 05/31/25 05/31/25 0 Acquisition Pre -Construction 05/31/25 05/31/25 07/31/26 14 Pre -Construction Construction 07/31/26 07/31/26 11/30/28 28 Construction Lease -Up 11/30/28 09/30/30 22 Completion Hold - Post Stabilization 09/30/30 05/31/35 56 Stabilization KEY DATES FROM CONSTRUCTION START Residential Retail 07/31/26 11/30/28 28 Completion 07/31/26 11/30/28 28 Completion The Arts (LLA Coastal Assumptions $230 psf) CRA_5-11-26 (2) (003) ,ONTHI MONTH (MONTH 6 7 MONTH 9 1 * The Arts ! DATE: 03-23-2026 MOWN IMONTHI MONTH1MONTHONTH 12 13 14 MONTH 15 MONTH 16 ON I HI MONIH MONTH 17 18 19 MONTH 20 MONTH 21 MON I MONTH 22 23 MONTH 24 MONTH MONTH 25 26 MONTH 27 MONTH! 28 MONTH 29 °I=1�•I=°I=1 i 1.I;oi;�I»I„I,q„�,.�„�,.I„�«I.,I«IuI«I.,I«p,I..p,I,.�„I,�„I«I,,,q„I,.I„I«I.,�..�:;�«I.,�..p,I.q..p.,�i„I»I,.I«I«I„�,.�,<I«I.,l.:lol«I.,I«�.,I..I«�w�„I,=I«I«I.,I«I„I«I«i,�,o�,�,o{,dh�,�,o��,�„�„�,,,p,q,,.p„I„�„{„�,�,.a„�„q,�„�,. 1 I I I 1 1 Iii.'II! oil ! ! I I Too -out i I * ! . I EMR Roo 1'-� I 1 14 144 ( :ontractors OUNDATION & STRUCTURE 1.041 I I I I 1 1 I I I I BUCKHOISTS DOWN RS y. ' Lf� 1, I ' ""' Do 1,11" SEAL UP/COME M'11t���. BACK airl.1111' I, Missing Owner Logo MONTH MONTH MONTH MONTH MONTHIMONTH MONTH (MONTH MONTH ;4 35 36 39 38 amaa�aaa�aaa�ara®a,mmm,aaaraaama�ra�4raaaa 30 31 32 33 1 1 1 1 I 1 1 I I I i l I I I 1 1 I I I I I I I I I I I I I I I 1 1 TCO IN HOUSE T&B l I 1 1 ENCLOSURE tj j 1.11 FINISHES PUNCH & FINAL ACC. FPL VAULT SITE UTILITIES HARDSCAPE/LANDSCAPE I I,.• 14. I 11- le I I I 1 EXHIBIT "C" BUDGET 1502 NE ]n Avenue 6.14.20 Preliminary peedevelopment Budget BtYget PaM-eo-0.te Remaining Balance Neal Cad TECOGas Line Relocation 1200,000 $200,000 SO TotnifoltCoOlo Total Costs 1 Tenant leasing Fees 2 Le1M, Title, Recording $ Zoning 3 Testing B Inspection l Permit and Impact Fees S Architecture / Engineering ReM Estate Taxes 7 Insurance S Development Management 9 Marketing 10 FFE 11 Intangibles lax 12 0ocumenlary Stamp on Mortgage 13 Title Fees 14 Land Acquisition Cap4at Closing Costs 15 Pre -Development Fee 18 Development ReimW rsaMes 17 Bul0mg Stan Up Supp.0es 18 Negative Carry 19 Soft Cost Contingency Schemata Dmlgn MM. Nero 0.M clam Construction 0ocuneres PandtOng/GMP Mo.0 Month Month 3 Mann, O Month MOnth 6 Mo.7 Mealht Month 9 Month 10 Month 11 Month 12 Month L3 Month Y Meyas 7011 MILS •01.2s Sop. Novas Mien Apn26 May-26 $200.000 u -26 M-26 Forecasted Forecasted TOMI $200,000 S225,137 S0 S225,137 50 S325.000 S60,361 $264,639 10136 13,410 55,115 $25,000 S25,000 $60,361 5420,000 155,000 6365.000 515,000 115.000 S25.000 526,000 S00.000 S5.797.500 S1.017.530 54.779,970 00 30 50 50 50 S40,648 50 50 10 5156000 50 5100,500 S718,382 50 10 11017,530 $6,184,393 13,900,821 52.283.571 SO 5127000 55.000 S193,106 5108.050 5133.009 5434,646 526650 S50,724 1048,206 5212895 51,059.43E 5702,098 51.074,74E 11.208,824 56,164,393 5750.000 5359.406 S390,594 6359.406 1359,406 53,740,959 50 53.740,959 50 $2,5324164 50 S7,532,864 SO 5650.000 50 5650,000 50 S1,000,000 50 51,000,000 50 S314,059 50 9314,059 50 S946.479 50 5946,478 50 $362,375 50 $362,375 50 51.249,550 S1,240.550 50 51,248,550 S1,246550 5200,000 50 5200.000 50 575 000 60 575,000 90 S300.000 50 5300.000 50 5101,071 50 S101,071 50 51,090987 5600,000 S490,987 5150,000 5150.000 S300.000 5150,000 5750,000 931,294.373 97,241,68E 924,022,705 a 51,246380 027,000 55,000 $193,106 5109,1016 $177,007 $639,781 $26,6S0 $50,720 51,021,106 0147,301 51,349,931 51,745,480 51,149,740 56,201,524 59,100,239 531,464,373 $7,441,668 524,022,705 51,248,550 5127,000 55,000 5193,106 5109,886 5177,067 5439,761 526,650 850,724 11,021,206 $947,301 51,349,938 51,745,480 61,249,740 51,208,824 $1,248,550 1un15 - 0ec 7S $1,078.470 007.36.0.1.11 87,373,219 Cumulative 31,240.550 51,375,550 $1,380,550 61573,656 51663541 51,060609 52.300,370 52.321.020 52,377,744 53.399.950 54.146.251 55.496.188 57.241668 58.491.416 59.700.239 8-me Regulation Financing Extension Cost BRAVO MEZ FINANCING RO6 LOAN Wend Tctel Lain Amount Interest Reserve S 3.000,000 5 12,750,000 fee Total 5 240,000 $ 30,000 3 270,000 $ 765,000 5 127,500 'Emit Mt. reserv. $ 892,500 $ 1,142,500 EXHIBIT "D" CORPORATE RESOLUTION WRITTEN CONSENT OF MEMBERS The undersigned, being all of the members (collectively, the "Members" and each a "Member") and the sole manager (the "Manager") of A&E DISTRICT HOLDING COMPANY, LLC, a Florida limited liability company (the "Company"), acting by written consent and without a formal meeting, hereby consent to and adopts the following resolutions: WHEREAS, the Company is the owner of those six (6) parcels of real property located in Miami - Dade County, Florida, as more particularly described in Exhibit A (the "Property"); WHEREAS, the Company is in the process of developing the Property into a mixed -use building that will consist of 576 multifamily units, ground floor retail, and co -working office space (the "Project"); WHEREAS, the Members deem it to be in the best interest of the Company for the Company to obtain a forgivable loan (the "CRA Loan Transaction") from the Omni Redevelopment District Community Redevelopment Agency, a public agency and body corporate created pursuant to Section 163.356, a Florida limited liability company (the "CRA"), to cover a portion of the costs for the construction and development of the Project in the original principal amount of Two Million Five Hundred Thousand and 00/100 Dollars ($2,500,000.00) (the "Loan"), evidenced by that certain Promissory Note made by the Company and payable to the order of the CRA (the "Note"), and secured by that certain Mortgage and Security Agreement, made by the Company in favor of the CRA, which encumbers and creates a security interest in the Property (the "Mortgage" together with the Note and all other documents to be executed and delivered by the Company in connection with the Loan and the CRA Loan Transaction, collectively, the "Loan Documents"); and WHEREAS, the Members deem it to be in the best interest of the Company for the Company to appoint Liam T. Krahe, an individual ("Krahe"), as the Company's authorized agent, to execute and deliver on behalf of the Company, all documents, agreements, and instruments related to the Loan to be executed and delivered by the Company, including, without limitation, all of the Loan Documents and such other documents to be signed by the Company and any affidavits, settlement statements, and other documents or instruments that are or may be necessary to consummate the CRA Loan Transaction and funding of the Loan. NOW THEREFORE, BE IT RESOLVED, that the Loan is hereby adopted, authorized, and approved and the Company is authorized to do all acts and execute and deliver all such documents that are or may be necessary to consummate the CRA Loan Transaction and and the funding of the Loan; and be it FURTHER RESOLVED, that the Loan Documents, in the form submitted to the Company, are hereby adopted, authorized, and approved, with such changes thereto as the Members, the Company's legal counsel, Krahe, or any other authorized agent of the Company may deem necessary or desirable to carry out the purposes and intent of the foregoing resolution, the execution and delivery of any or all of the foregoing documents to be conclusive proof of the determination by such person of the necessity therefor or appropriateness thereof; and that the Company is authorized and empowered to perform and observe all covenants and satisfy all conditions applicable to the Company under the Loan Documents, in form and with such additional changes to the terms thereof as the Members, the Manager, the Company's legal counsel, Krahe, and any other authorized agent of the Company may approve; and be it FURTHER RESOLVED, that Krahe, as authorized signatory of the Company, is hereby authorized, empowered, and directed, in the name and on behalf of the Company, to do and perform all such acts, deeds, and things and to make, execute, and deliver all documents, as are necessary or advisable to carry out and comply with the purpose of the resolutions set forth herein, including, executing and delivering the Loan Documents, and all other documents on behalf of the Company, the execution and delivery of which will be deemed to be conclusive evidence of proper authorization and approval thereof; and such other acts as Krahe deems necessary or advisable to carry out and comply with the intent of the resolutions set forth herein; and be it FURTHER RESOLVED, that the execution and delivery of any documents or any other actions or negotiations taken by the Members, the Manager, the legal counsel for the Company, and Krahe (as applicable) acting for or on behalf of the Company, in connection with the CRA Loan Transaction, are hereby confirmed, ratified, approved, and adopted in all respects; and be it FURTHER RESOLVED, that any person or entity involved with the CRA Loan Transaction, including the negotiation and preparation of the Loan Documents on behalf of the Company, may rely on a copy or facsimile of this Written Consent instead of an original. Each Member may execute this Written Consent by electronic signature, which will have the same force and effect as an original signature. [REMAINDER OF PAGE BLANK; SIGNATURE PAGE TO FOLLOW] The undersigned, constituting the Members and the Manager of the Company, have adopted, approved, and executed this Written Consent as of: This 27th day of May 2026. THE MEMBERS: A&E District Holdings SPE, LLC, a Delaware limited liability company By: Name: David S. Cohen Title: Authorized Signatory THE MANAGER: A&E District Holdings SPE, LLC, a Delaware limited liability company Z7a4Ar, 0 Cd`1,g.e. By: Name: David S. Cohen Title: Authorized Signatory EXHIBIT A Legal Description of The Property Folio: 01-3136-005-0940 Lot 7 in Block 13, of ROBBINS-GRAHAM & CHILLINGSWORTH, according to the Plat thereof, as recorded in Plat "A", Page 49 1/2, of the Public Records of Miami -Dade County, Florida. Folio: 01-3136-005-0970 The North 50 feet of Lot 10 in Block 13 of ROBBINS-GRAHAM & CHILLINGSWORTH, according to the Plat thereof, as recorded in Plat "A", Page 49 1/2, of the Public Records of Miami -Dade County, Florida. Folio: 01-3136-005-0980 The South 10 feet of Lot 10 and all of Lot 11, in Block 13 of ROBBINS-GRAHAM & CHILLINGSWORTH, according to the Plat thereof, as recorded in Plat "A", Page 49 1/2, of the Public Records of Miami -Dade County, Florida. Folio: 01-3136-005-0950 Lot 8 and the North 30 feet of Lot 9 less the East 10 feet thereof, in Block 13, of ROBBINS GRAHAM AND CHILLINGSWORTH SUBDIVISION, according to the Plat thereof, as recorded in Plat Book "A", Page 49 1/2, of the Public Records of Miami -Dade County, Florida. Folio: 01-3136-005-0960 The South 30 feet of Lot 9 and the North 15 feet of Lot 12, less the East 10 feet thereof, in Block 13, of ROBBINS GRAHAM AND CHILLINGSWORTH SUBDIVISION, according to the Plat thereof, as recorded in Plat Book "A", Page 49 1/2, of the Public Records of Miami -Dade County, Florida. Folio: 01-3136-005-0990 The South 45 feet of Lot 12, less the South 5 feet and less the East 10 feet thereof, in Block 13, of ROBBINS GRAHAM AND CHILLINGSWORTH SUBDIVISION, according to the Plat thereof, as recorded in Plat Book "A", Page 49 1/2, of the Public Records of Miami -Dade County, Florida. EXHIBIT "E" AFFIRMATIVE MARKETING PROCEDURES AND RESPONSIBILITIES I. Purpose and Goals This Affirmative Marketing Procedure and Responsibilities (the "Plan") aims to ensure compliance with all applicable fair housing laws and regulations, including but not limited to specific federal, state, and local fair housing laws, e.g., the Fair Housing Act (42 U.S. Code §§ 3601-3631), the Americans with Disabilities Act (42 U.S. Code §§ 12101-12213), and relevant state and local statutes and ordinances, to promote diversity among the residents (the "Development"). This Plan seeks to actively eliminate discriminatory practices, mitigate the effects of past discrimination related to insured housing, and attract a diverse tenant population, with particular outreach to underrepresented groups, including those based on race, color, national origin, religion, sex (including sexual orientation, gender identity, and gender expression), disability, familial status, or the presence of children in a household, while maintaining the existing working-class character of the neighborhood and preventing displacement. Maintaining the neighborhood's character involves preserving its current socio-economic composition and preventing significant changes to its existing demographics. Preventing displacement means ensuring that current residents are not forced to relocate due to rising housing costs or other factors related to the Development. II. Nondiscrimination and Accessibility Policy The Owner and Property Manager will not discriminate against any applicant or resident based on race, color, national origin, religion, sex (including sexual orientation, gender identity, and gender expression), disability, familial status, or the presence of children in a household. The Owner and Property Manager will comply with all applicable federal, state, and local fair housing laws, including but not limited to specific federal, state, and local fair housing laws. III. Training The Owner and Managing Agent will provide comprehensive training to all property management staff on all relevant fair housing laws, regulations, and this Plan. Training will cover marketing, outreach, data collection, reporting, record keeping, and the Development's Affirmative Marketing Plan. Training will occur annually and will include but not limited to specific training details, e.g., specific topics covered, training materials used, duration of training sessions, and methods of evaluating training effectiveness. IV. Marketing and Outreach Strategies A. Advertising a) Community Contacts: The Property Owner will engage the following community contacts to facilitate outreach to the target population. The Managing Agent will contact local civic and community organizations representative of the ethnic and cultural diversity of the area in order to disseminate information about the Development. Groups representing the handicapped and the elderly will also be contacted. Where necessary and in consultation with the Owner, the Managing Agent will publish its marketing materials in multiple languages in order to better reach potential applicants in the area with language limitations. b) Advertising Methods: The Property Owner will utilize the following advertising methods to reach the target population: The applicant shall state: the type of media to be used, the names of newspaper/call letters of radio or TV stations; the identity of the circulation or audience of the media identified in the Plan (e.g., White, Black or African American, American Indian or Alaska Native, Asian, Native Hawaiian or Other Pacific Islander, Hispanic or Latino, persons with disabilities, families with children, and religious affiliation), and the size or duration of newspaper advertising or length and frequency of broadcast advertising. Community contacts include individuals or organizations that are well known in the housing market area or the locality that can influence persons within groups considered least likely to apply. Such contacts may include, but need not be limited to: neighborhood, minority and women's organizations, grass roots faith -based or other community -based organizations, labor unions, employers, public and private agencies, disability advocates, schools and individuals who are connected with these organizations and/or are well known in the community. Copies of all advertisements and marketing materials will be provided to the CRA. C. Fair Housing Information The Property Owner will comply with all applicable fair housing laws and regulations, including Title VI of the Civil Rights Act of 1964, the Age Discrimination Act of 1975, Title VIII of the Civil Rights Act of 1968, and the Americans with Disabilities Act (ADA). The Fair Housing Poster will be prominently displayed in the rental office. This Affirmative Marketing Plan will be available for public inspection. V. Application Process A. Application Availability Applications will be available online, at the property management office, and through community partners. Applications will be provided in multiple languages, including Asian languages, as needed. In accordance with City of Miami Ordinance No. 13491, written notice will be provided to the Directors of Housing & Community Development and the Zoning Department concurrently with regular notices of unit availability. B. Screening Criteria Eligibility criteria, including income requirements, rental history, and background check procedures, will be clearly outlined and provided to all applicants. Applicants will receive a detailed explanation of the application process and timeline. VI. Monitoring and Evaluation A. Data Collection The demographics of applicants and tenants will be tracked to ensure diversity and compliance with fair housing laws. Data collection methods will include but limited to application forms, tenant surveys, etc. Feedback will be collected from applicants and tenants to identify areas for improvement. B. Regular Review Marketing and outreach efforts will be reviewed regularly to assess their effectiveness and adjust strategies as needed. Reviews will occur semiannually. VII. Community Engagement A. Resident Programs Support services for tenants, such as referrals to financial literacy workshops, job training programs, and community -building activities, will be offered. Partnerships with local organizations will be established to provide resources and services to residents. B. Communication Open communication with tenants will be maintained through regular visits, meetings, and a suggestion box. VIII. Record Keeping Records of all marketing and outreach efforts, including copies of advertisements, partnership agreements, and application materials, will be maintained. Up-to-date records based on census data, applications, surveys about community residents, applicants, residents of the project, and records about tenant selection or rejection will be kept. The Omni CRA staff will have access to all pertinent records for compliance monitoring. An Affirmative Marketing file will be maintained containing advertisements, flyers, and other public information documents demonstrating the use of the appropriate logo and language. IX. Term of Plan This Plan will be in effect for the thirty (30) year Affordability Period of the Forgivable Loan Agreement. The plan will be reviewed and updated as needed, or as required by the CRA. Authorized Representatives Signatures: A&E DISTRICT HOLDING COMPANY, LLC, a Florida limited liability company By: LKDC Management LLC, a Florida limited liability company, its manager By: Print l ate: Liam T. Krahe Title: Authorized Member STATE OF FLORIDA COUNTY OF MIAMI-DADE Date: Slag/c2(c THE FOREGOING INSTRUMENT was acknowledged before me by means of kJ physical presence or [ ] online notarization on this 2c -it day of fie. , 2026, by LIAM T. KRAHE as Authorized Member of LKDC Management LLC, a Florida limited liability company, the manager of A&E District Holding Company LLC, a Florida limited liability company.,Shed is ( ) personally known to me or (k ) has produced the following identification r%r�Cl�a rdrer L.; (.O.. Se . (Printed, typed or stamped commissioned) As) ..P. ,e CHRISTIAN CASTILLO * ta ,1 * Commission # HH 385556 T FQFF Expires April 11, 2027 Print N Ga ps e--1, 6,4 Cc_ c-t; t o Notary Public — State of Flo da My commission expires } r, / 11 ?C/O-, EXHIBIT "I" SIGNAGE REQUIREMENTS Borrower shall consult with the CRA's Executive Director regarding all uses and displays of the recognition of the CRA. Borrower shall prominently display signage acknowledging the CRA's contribution to the Project at the project site. Borrower shall produce, publish, advertise, disclose, or exhibit the CRA's name and/or logo, in acknowledgement of the CRA's contribution to the Project, in all forms of media and communications created by Borrower in relation to this Agreement and/or the Project, for the purpose of publication, promotion, illustration, advertising, trade or any other lawful purposes, including but not limited to stationary, newspapers, periodicals, billboards, posters, email, direct mail, flyers, telephone, public events, and television, radio, or internet advertisements or postings, or interviews. The CRA shall have the right to approve the form and placement of all acknowledgements, which approval shall not be unreasonably withheld. Borrower further agrees that the CRA's name and logo may not be otherwise used, copied, reproduced, altered in any manner, or sold to others for purposes other than those specified in this Agreement. Nothing in this Agreement, or in Project Sponsor's use of the CRA's name and logo, confers or may be construed as conferring Borrower any right, title, or interest whatsoever in the CRA's name, identifying information, and logo beyond the limited right granted in this Agreement. AuthorizeRepresentative Signature: Prin4aine: Liam T. Krahe Title' Authorized Member PIG Date STATE OF FLORIDA COUNTY OF MIAMI-DADE THE FOREGOING INSTRUMENT was acknowledged before me by means of IR physical presence or ❑ online notarization this on this 7ceVit day of MG,/ , 2026 by LIAM T. KRAHE, as Authorized Member of LKDC Management LLC, a Florida'limited liability company, the manager of A&E District Holding cpmpany, LIS, a Florif a limited liability company. She/He is personally known to me or has produced a )oar1) /,c, nr L : co An' as identification. [Notary Seal] CHRISTIAN CASTILLO Commission # HH 385556 Expires April 11, 2027 Sig ire of Notary EXHIBIT "J" ADDITIONAL INSURANCE REQUIREMENTS INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE A&E DISTRICT HOLDING COMPANY LLC I. Commercial General Liability A. Limits of Liability • Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $1,000,000 B. Endorsements Required City of Miami listed as an Additional Insured OMNI CRA listed as an additional insured Primary Insurance Clause Endorsement II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 300,000 B. Endorsements Required City of Miami included as an Additional Insured OMNI CRA listed as an additional insured LETTER WILL BE ACCEPTED IF NO AUTO INSURANCE IS ANTICIPATED Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation Employer's Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident. $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit LETTER WILL BE ACCEPTED IF BORROWER HAS LESS THAN (4) EMPLOYEES The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change, or in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. VA SFQOZFUND June 1, 2026 SENT VIA EMAIL TO: CSuarez(a,miamieov.com Carlos I. Suarez Executive Director Omni Community Redevelopment Agency 1401 North Miami Avenue Miami, Florida 33136 RE: Insurance Requirements for Forgivable Loan Dear Director Suarez: This letter is in reference to that certain forgivable loan made by the OMNI Community Redevelopment Agency (the "CRA") to A&E District Holding Company, LLC, a Florida limited liability company ("Borrower"), in the original principal amount of Two Million Five Hundred Thousand and 00/100 Dollars ($2,500,000.00) (the "Loan"), evidenced by that certain Promissory Note made by Borrower and payable to the order of the CRA (the "Note"), and secured by that certain Mortgage and Security Agreement (the "Mortgage" and together with the Note and all other documents to be executed and delivered by Borrower or the CRA in connection with the Loan, collectively, the "Loan Documents"), made by Borrower in favor of the CRA, which encumbers and creates a security interest in those six (6) parcels of real property that are owned by Borrower and located in Miami -Dade County, Florida, as each parcel is more particularly described in the Loan Documents. Pursuant to the terms of the Loan Documents, as a condition to the CRA funding the Loan, Borrower is to obtain and maintain a Business Automobile Liability insurance policy, Worker's Compensation insurance policy, and Employer Liability insurance policy and include the CRA as an additional insured on each policy. However, as of the date of this letter, Borrower does not have any employees and Borrower does not own, lease, rent, borrow, or otherwise use any vehicles. Additionally, Borrower will not have any employees or own, lease, rent, borrow, or otherwise use any vehicles during the term of the Loan. Thus, the Business Automobile Liability insurance policy, Worker's Compensation insurance policy, and Employer Liability insurance policy requirements are not applicable to Borrower. Accordingly, Borrower respectfully requests that the CRA and the City of Miami waive the Worker's Compensation insurance and Employer Liability insurance requirements until such time, if ever, that Borrower 1221 BRICKELL AVENUE, SUITE 900 - #274, MIAMI, FLORIDA 33131 PHONE: (305) 250-2418 I FAX: (214) 481-0238 Mr. Carlos I. Suarez June 1, 2026 Page 2 of 2 has one (1) or more employees, and waive the Business Automobile Liability insurance requirement until such time, if ever, that Borrower owns, leases, rents, borrows, or otherwise uses any vehicle. We appreciate the CRA's and the City of Miami's attention to this matter. If you have any questions or concerns, please contact the undersigned at the phone number or email address listed above. Sincerely, A&E District Holding Company, LLC Liam T. Krahe A ���...... Q® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 05/26/2026 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Companies - Southeast 1200 SW 145th Ave, Unit 140A Pembroke Pines, FL 33027 CONTACT Catherine Zaden NAME: (A/C N Ext): 954.883.2109 FAX No): E-MAIL catherine.zaden@lockton.com ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Evanston Insurance Company 35378 INSURED A&E District Holding Company, LLC 1221 Brickell Ave, Suite 900 #274 Miami, FL 33131 INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DDIYYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y N 3AA974341 01/31/2026 01/31/2027 EACH OCCURRENCE $ 1,000,000 DAMAGE PREMISESO(Ea occu RENTED $ 100,000 CLAIMS -MADE X OCCUR MED EXP (Any one person) $ 5,000 PERSONAL&ADVINJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L X AGGREGATE LIMIT APPLIES PRO- JECT PER: LOC PRODUCTS - COMP/OP AGG $ Excluded $ AUTOMOBILE _ LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS _ SCHEDULED AUTOS UTSNON-OWNED NOT APPLICABLE COMBINED SINGLE LIMIT (Ea accident) $ XXXXX BODILY INJURY (Per person) $ XXXXX BODILY INJURY (Per accident) $ XXXXX (Peer accidentY DAMAGE $ XXXXX $ XXXXX A X UMBRELLA UAB EXCESSUAB X OCCUR CLAIMS -MADE Y N EZXS3231601 01/31/2026 01/31/2027 EACH OCCURRENCE $ 3,000,000 AGGREGATE $ 3,000,000 DED RETENTION $ $ WORKERS COMPENSATION ANDEMPLOYERS' LIABILITY ANY OFFICER/MEMBER EXCLUDED E7 ECUTIVE (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N / A NOT APPLICABLE PER STATUTE OTH- ER E.L. EACH ACCIDENT $ XXXXX E.L. DISEASE - EA EMPLOYEE $ XXXXX E.L. DISEASE - POLICY LIMIT $ XXXXX DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Locations: 1516-1502 NE 1st Ave, Miami, FL 33132; 1553-1515 NE Miami Place, Miami, FL 33132 Certificate holder is an additional insured on the General Liability and Excess Liability policy on a primary & Non Contributory basis as required by written contract. Coverage is subject to the terms and conditions of the policy. CERTIFICATE HOLDER CANCELLATION Omni Redevelopment District Community Redevelopment Agency 1401 North Miami Ave, 2nd Floor Miami, FL 33136 Attn: Carlos Suarez, Executive Director SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE _ — ..... ?� __, ACORD 25 (2014/01) © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD A �® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 06/01/2026 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Companies - Southeast 1200 SW 145th Ave, Unit 140A Pembroke Pines, FL 33027 CONTACT Catherine Zaden NAME: (A/CNN Ext): 954.883.2109 (A/C, No): E-MAIL catherine.zaden@lockton.com ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Evanston Insurance Company 35378 INSURED A&E District Holding Company, LLC 1221 Brickell Ave, Suite 900 #274 Miami, FL 33131 INSURER B : INSURERC: INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MMIDD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y N 3AA974341 01/31/2026 01/31/2027 EACH OCCURRENCE $ 1,000,000 DAMAGE TO PREMISES (Ea occu RENTED $ 100,000 CLAIMS -MADE X OCCUR MED EXP (Any one person) $ 5,000 PERSONAL&ADVINJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES PRO JECT PER: LOC PRODUCTS - COMP/OP AGG $ Excluded $ AUTOMOBILE _ — — LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS SCHEDULED AUTOS NON -OWNED AUTOS NOT APPLICABLE COMBINED SINGLE LIMIT (Ea accident) $ XXXXX BODILY INJURY (Per person) $ XXXXX BODILY INJURY (Per accident) $ XXXXX PROPERTY DAMAGE (Per accident) $ XXXXX $ XXXXX A X UMBRELLA UAB EXCESSUAB X OCCUR CLAIMS -MADE Y N EZXS3231601 01/31/2026 01/31/2027 EACH OCCURRENCE $ 3,000,000 AGGREGATE $ 3,000,000 $ DED RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N / A NOT APPLICABLE PER STATUTE OTH- ER E.L. EACH ACCIDENT $ XXXXX E.L. DISEASE - EA EMPLOYEE $ XXXXX E.L. DISEASE - POLICY LIMIT $ XXXXX DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) Locations: 1516-1502 NE 1st Ave, Miami, FL 33132; 1553-1515 NE Miami Place, Miami, FL 33132 Certificate holder is an additional insured on the General Liability and Excess Liability policy on a primary & Non Contributory basis as required by written contract. Coverage is subject to the terms and conditions of the policy. CERTIFICATE HOLDER CANCELLATION City of Miami 444 S.W. 2nd Avenue, Suite 945 Miami, FL 33130 I SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE t � +A7 ACORD 25 (2014/01) © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CONSTRUCTION PHASE INSURANCE REQUIREMENTS CONSTRUCTION PHASE A&E DISTRICT HOLDING COMPANY LLC I. Commercial General Liability C. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $1,000,000 D. Endorsements Required City of Miami listed as an additional insured OMNI CRA listed as an additional insured Contingent and Contractual Liability Explosion, Collapse and Underground Hazard Primary Insurance Clause Endorsement Extended Completed Operations Endorsement proving 3 years coverage extension following project completion, including City & OMNI CRA as additional insured Including Crane and Rigging Liability, as applicable III. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami & OMNI CRA listed as an additional insured Including Crane and Rigging Liability, as applicable Worker's Compensation Limits of Liability (Part A): Statutory, per State of Florida Employer's Liability Limits of Liability (Part B) $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit Waiver of subrogation IV. Umbrella Policy A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $5,000,000 Aggregate $5,000,000 City of Miami & OMNI CRA listed as an additional Insured. Coverage is excess follow form over all liability policies contained herein. VI. Professional Liability/Errors & Omissions Any licensed design professional work such as that provided by architects, engineers, construction consultants, etc., shall maintain professional liability insurance: Each Claim $2,000,000 Policy Aggregate $2,000,000 Retro date applies prior to contract inception. Coverage is to be maintained and applicable for a minimum of 3 years following contract completion. VII. Payment and Performance Bond $TBD City & OMNI CRA listed as Obligees VIII. Builders' Risk Causes of Loss: All Risk -Specific Coverage Project Location Valuation: FULL Replacement Cost Total Cost of Renovation Deductible: $25,000 Maximum 5% Maximum on Wind/Hail and Flood A. Coverage Extensions: City of Miami & OMNI CRA listed as loss payees Including Storage and transport of materials, equipment, supplies of any kind to be used on or incidental to the project. Equipment Breakdown for testing of all mechanized, pressurized, or electrical equipment. IX. Safety/claims and deductibles Safety and loss control shall be always exercised by the Contractor for the protection of all persons, employees, and property. Any hazardous conditions must be promptly identified, reported, and action taken to mitigate as soon as possible. Notice of claims/accidents/incidents associated with this agreement shall be reported to the Contractor's insurance company and to the City's Risk Management department as soon as practical. The Contractor has the sole responsibility for all insurance premiums and shall be fully and solely responsible for any costs or expenses because of a coverage deductible, co-insurance penalty, or self -insured retention; including any loss not covered because of the operation of such deductible, co-insurance penalty, self -insured retention, or coverage exclusion or limitation. The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance with policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. CONSTRUCTION PHASE INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE The Borrower has provided the required insurance documentation, with the exception of General Contractor ("GC") insurance. The Borrower shall ensure that the GC obtains and maintains all insurance coverage required for the construction phase of the Project in accordance with the agreement documents. Evidence of the GC's required insurance shall be provided to the CRA prior to the commencement of construction. The Borrower shall notify the CRA upon receipt and confirmation that all GC insurance requirements have been satisfied and prior to the start of construction. EXHIBIT "K" ANTI -HUMAN TRAFFICKING AFFIDAVIT 1. The undersigned affirms, certifies, attests, and stipulates as follows: a) The entity is a non -governmental entity authorized to transact business in the State of Florida and in good standing with the Florida Department of State, Division of Corporations. b) The nongovernmental entity is either executing, renewing, or extending a contract (including, but not limited to, any amendments, as applicable) with the City of Miami ("City") or one of its agencies, authorities, boards, trusts, or other City entity which constitutes a governmental entity as defined in Section 287.138(1), Florida Statutes. c) The nongovernmental entity is not in violation of Section 787.06, Florida Statutes, titled "Human Trafficking." d) The nongovernmental entity does not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes, attached and incorporated herein as Exhibit Affidavit-1. 2. Under penalties of perjury, I declare the following: a) I have read and understand the foregoing Anti -Human Trafficking Affidavit and that the facts, statements and representations provided in Section 1 are true and correct. b) I am an officer or a representative of the nongovernmental entity authorized to execute this Anti -Human Trafficking Affidavit. Nongovernmental Entity: {lc � 5-�i it 6(ciin4 l)r tv;).i_u_Name: Crew � �� ��_,f/%�� Officer Title: NU-41nctCiZ,1'. c:ra.-10>e ' Signature of Officer: �l I Office (/ Address: ��� l (')r c!,.l1 het �f�jU; ir!CICD Email Address: �iom(. 74 L CAN`. ;vhictmti t_ 3313t Main Phone Number: (4i) e4 - FEINNo.l I -.51qtqlgioli i STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was sworn to and subscribed before me by means of 0:physical presence or O online notarization, this 2C, 411 day of Z y %Gm (` kre,Le , as the authorized officer or representative for the nongovernmental entity.. He/ he is personally known to me or has produced - is identification. (NOTARY PUBLIC SEAL) z°?PgY puB�'o CHRISTIAN CASTILLO * •�'�' * Commission # HH 385556 N9rFo`Qe\ Expires April 11,2027 of (Printed, Typed, or Stamped Name of Notary Public) My Commission Expires: j4pr, I (li r017- Si afore Pe rson Taking Oath Z4�5-Zi (e. e') EXHIBIT "L" BENEFICIAL INTEREST AND DISCLOSURE OF OWNERSHIP AFFIDAVIT 1. This Affidavit is submitted to the OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a Public Agency and Body Corporate created pursuant to Section 163.356, Florida Statutes, whereupon the undersigned authority, personally appeared, A&E DISTRICT HOLDING COMPANY, LLC, a Florida Limited Liability Company, whose principal address is 1221 Brickell Avenue, Suite 900 - #274, Miami, Florida 33131, subject to the penalties prescribed for perjury, deposes and says: 2. The Corporate Representative has read the contents of this Affidavit, has actual knowledge of the facts contained herein, and states that the facts contained herein are true, correct, and complete. 3. The following is a list of every "person" (as defined in Section 1.01(3), Florida Statues to include individuals, children firms, associates, joint ventures, partnerships, estates, trusts, business trusts, syndicates, fiduciaries, corporations and all other groups and combinations) as of the date hereof holding 5% or more of the beneficial interest in the disclosing entity: (If more space is needed, attach separate sheet): 4. This affidavit may be signed in several counterparts, each of which shall be an original and all of which together shall constitute but one and the same document binding on all of the parties, notwithstanding that not all of the parties have signed the same counterpart. Any signature delivered by a party by facsimile, email or other electronic transmission shall be deemed to be an original signature to this affidavit. IN WITNESS WHEREOF, the undersigned has hereunto set its hand as of the day and year first above written. A&E DISTRICT HOLDING COMPANY, LLC, a Florida limited liability company By: LKDC Management LLC, a Florida limited liability company, its manager By: Print N . e:'Liam T. Krahe Title: uthorized Member STATE OF FLORIDA ) ) SS: COUNTY OF MIAMI-DADE ) THE FOREGOING INSTRUMENT was acknowledged before me by means of 21 physical presence or 0 online notarization this on this 2 GB-d °+day of /t, 2026 by LIAM T. KRAHE, as Authorized Member of LKDC Management LLC, a Florida limited liability liability company, the manager of A&E District Holding ompan , LLC, a Florida limited liability company. He is personally known to me or has produced a ff ol"o /ii• t i. r 4; ce, $ C as identification. (Printed, typed or stamped commissioned) PUe�% CHRISTIAN CASTILLO Commission # HH 385556 Expires April 11, 2027 Notary P5c — State of Florida My commission expires Al r, I if ZOZ,� EXHIBIT "M" CONFLICT OF INTEREST DISCLOSURE AFFIDAVIT CHAPTER 112, FLORIDA STATUTES THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS. The undersigned, being first duly sworn, states: 1. The full legal name and business address of the person or entity contracting or transacting business with the City of Miami is: A&E DISTRICT HOLDING COMPANY, LLC 2. The LLC is formed as a: Florida Limited Liability Company. / 3. The LLC was formed or incorporated in the following year and state: a o f FL 4. The LLC is registered in the following state(s): Florida. 5. FOR CORPORATIONS: A. The following trustees, advisory board members or purchasing agents of the City or their spouses or children are officers or directors of the corporation: NONE B. The following trustees, advisory board members or purchasing agents of the City or their spouses or children or any combination thereof hold directly or indirectly more than 5% but less than 10% ownership in the corporation's stock: NONE C. The following trustees, advisory board members or employees of the City or their spouses, children or parents hold directly or indirectly 10% or more of the ownership in the corporation's stock: NONE D. The following trustees, advisory board members or employees of the City are employees of or in a contractual relationship with the corporation: NONE 6. This affidavit may be signed in several counterparts, each of which shall be an original and all of which together shall constitute but one and the same document binding on all of the parties, notwithstanding that not all of the parties have signed the same counterpart. Any signature delivered by a party by facsimile, email or other electronic transmission shall be deemed to be an original signature to this affidavit. [SIGNATURES CONTINUED] A&E DISTRICT HOLDING COMPANY, LLC, a Florida Limited Liability Company By: LKDC Management LLC, a Florida limited liability company, its manager By / Print frie: iam T. Krahe Title: Authorized Member STATE OF FLORIDA ) ) SS: COUNTY OF MIAMI-DADE ) THE FOREGOING INSTRUMENT was acknowledged before me by means of physical presence or ❑ online notarization this on this 29411 day of /1 , 2026 by LIAM T. KRAHE, as Authorized Member of LKDC Management LLC, a Florida limited liability company, the manager of A&E District Holding Cspipany, LLC, a Florida limited liability company. He is personally known to me or has produced a rtorJ d DrJvcr Z7can.S a as identification. ZARY PVB e° ; (% CHRISTIAN CASTILLO * * Commission # HH 385556 9'FOF FItioP") Expires April 11, 2027 (Printed, typed or stamped commissioned) Notary 1 ublic — State of Florida. My commission expires p r .1 /� / 1, 702 EXHIBIT "N" CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans, and Cooperative Agreements The undersigned certifies to the best of his or her knowledge and belief, that: (1) No appropriated funds have been paid, or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any contract, the making of any grant, the making of any loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any contract, grant, loan, or cooperative agreement. (2) If any funds other than appropriated funds have been paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. (3) This undersigned shall require that the language of this certification be included in the award documents for "All" sub -awards at all tiers (including subcontracts, sub -grants, and contracts under grants, loans, and cooperative agreements) and that all sub -recipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a pre -requisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. A&E DISTRICT HOLDING COMPANY, LLC, a Florida Limited Liability Company By: LKDC Management LLC, a Florida limited liability company, its manager By. Print A aaW: Liam T. Krahe TitleAuthorized Member * Note if applicable: In these instances, "All" in the Final Rule is expected to be clarified to show that it applies to covered contract/grant transactions over $100,000 (per QMB). EXHIBIT 0 CERTIFICATION REGARDING DEBARMENT, SUSPENSION & OTHER RESPONSIBILITY MATTERS PRIMARY COVERED TRANSACTIONS 1. The Undersigned certifies to the best of its knowledge and belief, that it and its principals: 1. a Are not presently debarred, suspended, proposed for debarment, and declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency. b Have not within a three-year period preceding this proposal been convicted of or had a civil judgement rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or falsification or destruction of records, making false statements, or receiving stolen property; c. Are not presently indicted for or otherwise criminally or civilly charged by a government entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph 1.b of this certification; and d Have not within a three-year period preceding this application/proposal had one or more public transactions (Federal, State, or local) terminated for cause or default. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall submit an explanation to the City of Miami. Authorized Representative Signature: A&E DISTRICT HOLDING COMPANY, LLC, a Florida Limited Liability Company By: LKDC Management LLC, a Florida limited liability company, its manager By: i Print N n &: Liam T. Krahe Title: Authorized Member Date: 5/al/lab STATE OF FLORIDA ) SS: COUNTY OF MIAMI-DADE THE FOREGOING INSTRUMENT was acknowledged before me by means of C physical presence or ❑ online notarization this on this 2g 44 day of /1ey , 2026 by LIAM T. KRAHE, as Authorized Member of LKDC Management LLC, a Florida limited liability company, the manager of A&E District Holding Company, LLC, a Florida limited liability company. He is personally known to me or has produced a r-iv 1() (Ai 1-1.Jc.en_c a as identification. CHRISTIAN CASTILLO Commission # HH 385556 Expires April 11, 2027 (Printed, typed or stamped commissioned) Notaryy ublic — State of Florida My commission expires 4„ eft I( 2 u? EXHIBIT P SWORN STATEMENT PURSUANT TO SECTION 287.133(3)(A). FLORIDA STATUTES ON PUBLIC ENTITY CRIME THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS. 1. This sworn statement is submittedto by for ., f`� lnor LA ft "s`G' (Print this individual's name and title) /\ & (sl-7,G—t" i�olc��ri, e +.tps\f t (Print name of entity submitting statements) whose business address is Brick hCes,AL , �U; . QM, 101;et n�, r ". 3�13 i , and if applicable is Federal Employer Identification Number (FEIN) is 9 i$01 If the entity has no FEIN, include the Social Security Number of the individual signing this sworn Statement: 2. I understand that a "public entity crime" as defined in paragraph 287.133(1)(a), Florida Statutes, mean a violation of any state or federal law by a person with respect to and directly related to the transactions of business with any public entity or with an agency or political subdivision of any other state or with the United States including, but not limited to any bid or contract for goods or services to be provided to any public entity or any agency or political subdivision of any other state or of the United States and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation. 3. I understand that "convicted" or "convection" as defined in Paragraph 287.133(1)(b), Florida Statutes means a finding of guilt or a conviction of a public entity crime, with or without adjudication of guilt, in any federal or state trial court of record relating to charges brought by indictment or information after July 1, 1989, as a result of a Jury verdict, nonjury trial, or entry of a plea of guilty or nolo contendere. 4. I understand that an "affiliate" as defined in paragraph 287.133(1)(a), Florida Statutes, means: 1. A predecessor or successor of a person convicted of public entity crime; or 2. An entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public entity crime. The term "affiliate" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in the management of an affiliate. The ownership by one person of shares constituting a controlling interest in another person, or a pooling of equipment or income among persons when not for fair market value under an arm's length agreement, shall be a prima facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate. 5. I understand that a "person" as defined in Paragraph 287.133(1)(e), Florida Statutes, means any natural person or entity organized under the laws of any state or of the United States with the legal power to enter into a binding contract and which bids or applies to bid on contracts for the provision of goods or services let by a public entity, or which otherwise transacts or applies to transact business with a public entity. The term "person" includes those officers, executives, partners, shareholders, employees, members, and agents who are active in management of an entity. 6. Based on information and belief, the statement which I have marked below is true in a relation to the i;..r-,. -:_...__•.+Y,�::,•,,;,x+,r-:�.. ,-Yrv`4'>GL entity submitting this sworn statement.i;(Pleaseandieate:wxft�ari<.:X.,:.which `statenaeint applied: X Neither the entity submitting this sworn statement, nor any of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or any affiliate of the entity has been charged with and convicted of a public entity crime within the past 36 months. The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime within the past 36 months. AND (Please indicate which additional statement applies). The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime within the past 36 months. However, there has been a subsequent proceeding before a Hearing Officers of the State of Florida, Division of Administrative Hearings and the Final Order by the Hearing Officer determined that it was not in the public interest to place the entity submitting this sworn statement on the convicted vendor list. (Attached is a copy of the final order). I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC ENTITY IDENTIFIED IN PARAGRAPH 1 (ONE) ABOVE IS FOR THE PUBLIC ENTITY ONLY AND, THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED AND FOR THE PERIOD OF THE CONTRACT ENTERED INTO, WHICHEVER PERIOD IS LONGER. I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 287.017, FLORIDA STATUTES, FOR CATEGORY TWO OF ANY CHANGE IN THE INFORMATION CONTAINED IN THIS FORM. Authorized Representative Signature: A&E DISTRICT HOLDING COMPANY, LLC, a Florida Limited Liability Company By: LKDC Management LLC, a Florida limited liability company, its manager By: Print Niel tiam T. Krahe Title: Authorized Member Date: /gi/�6 STATE OF FLORIDA COUNTY OF MIAMI-DADE ) ) SS: ) THE FOREGOING INSTRUMENT was acknowledged before me by means of RI physical presence or 0 online notarization this on this Z 4 - day of / 4, / , 2026 by LIAM T. KRAHE, as Authorized Member of LKDC Management LLC, a Florida limited liability company, the manager of A&E District Holding q_ovipany, LLC, a Florid9. limited liability company. He is personally known to me or has produced a l A.; d c, b (..,,, / L r . crs e as identification. * .05.y Pt ,,,,, CHRISTIAN CASTILLO * Commission # HH 385556 Notary Public — State of Florida Expires April11,2027 My commission expires pre/ /l, 2o"2? (Printed, typed or stamped commissioned) SCHEDULE "A" Senior Financing/ Current Mortgage • That certain loan made by Rok Lending LLC (as predecessor -in -interest to RL A&E Miami, LLC) to Borrower in the principal amount of $12,750,000.00, secured by that certain Mortgage, Assignment or Leases and Rents, Security Agreement, and Fixture Filing dated February 5, 2025, made by Borrower in favor of Rok Lending LLC, recorded June 2, 2025, in Official Records 34780, Page 4910, of the Public Records of Miami -Dade County, Florida, encumbering the real property set forth in Exhibit A of this Loan Agreement. • Any future loan made to Borrower or any Affiliate of Borrower or investment in or to Borrower or any Affiliate of Borrower from and after the Effective Date, the proceeds of which are used for the construction, development, management, or operation of the Project, provided that in no event shall the CRA's lien position be subordinated beyond a 2nd priority lien to any Senior Loans. EXHIBIT "F" FORM OF MORTGAGE AND NOTE Prepared by, and after recording return to: George K. Wysong III, Esq. General Counsel for the Omni CRA City Attorney, City of Miami 444 S.W. 2nd Avenue' Miami, FL 33130-1910 Tel: (305) 416-1800 Property Address: Folios: 01-3136-005-0940, 01-3136-005-0980, 01-3136-005-0960, 01-3136-005-0950, 01-3136-005-0970, and 01-3136-005-0990 MORTGAGE AND SECURITY AGREEMENT FOR A&E DISTRICT HOLDING COMPANY, LLC THIS MORTGAGE AND SECURITY AGREEMENT (hereinafter referred to as the "Mortgage"), is executed and delivered the 2a day of May , 2026 by A&E DISTRICT HOLDING COMPANY, LLC, a Florida limited liability company, whose principal address is 1221 Brickell Avenue, Suite 900 - #274, Miami, Florida 33131 (hereinafter collectively called "Mortgagor"), to the OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes, with a principal office located at 1401 N. Miami Avenue, Miami, FL, 33136 (hereinafter called "Mortgagee"). WITNESSETH THAT: FOR GOOD AND VALUABLE CONSIDERATION and also in consideration of the aggregate sum named in the promissory note from the Mortgagor in favor of the Mortgagee, in the original principal amount of Two Million Five Hundred Thousand And 00/100 Dollars ($2,500,000.00) (the "Note"), the Mortgagor does grant, bargain sell, alien, remise, release, convey and confirm unto the Mortgagee, in interest, that certain tract of land which the Mortgagor is now seized and possessed and in actual possession, situate in Miami -Dade County, State of Florida, legally described as follows: SEE EXHIBIT "A" ATTACHED HERETO TOGETHER WITH all structures and improvements now and hereafter located thereon, the rents, issues and profits thereof, all furniture, furnishings, fixtures and equipment now located thereon, and also all gas and electric fixtures, heaters, air conditioning, equipment, machinery, motors, baths, tubs, sinks, water closets, faucets, pipes and other plumbing and heating fixtures, refrigerators, blinds, and other window treatments, which are now or may hereafter pertain to or be used with, in or on said premises, and which, even though they be detached or detachable, are and shall be deemed to be fixtures and accessions to the freehold and a part of the realty, and all additions thereto and replacements thereof, which real property, improvements and personalty shall hereinafter collectively be referred to as the "Mortgaged Property". TO HAVE AND TO HOLD the same, together with all tenements and hereditaments and appurtenances, unto the Mortgagee in ownership estate. The Mortgagor does covenant with the Mortgagee that Mortgagor is indefeasibly seized of an estate in the Mortgaged Property that the Mortgagor has full power and lawful right to convey as aforesaid; that the Mortgaged Property is free from all encumbrances except as specified on Page 1 of 16 Exhibit "B" hereto; that the Mortgagor will make such further assurances to perfect the fee simple title to the Mortgaged Property in the Mortgagee as may reasonably be required; and that the Mortgagor does hereby fully warrant the title to the Mortgaged Property, and will defend the same against the lawful claims of all persons claiming by, through, or under Mortgagor, but against none other. PROVIDED ALWAYS, that if the Mortgagor shall either (i) comply with the terms of the Loan Agreement (as defined below) providing for the forgiveness of the Note, or (ii) pay unto the Mortgagee or otherwise perform and fulfill its obligations with respect to the indebtedness and obligations evidenced by the Note, and shall perform, comply with and abide by each and every one of the stipulations, agreements, conditions and covenants of the Note, this Mortgage and the Construction Forgivable Loan Agreement by and between Mortgagor and Mortgagee and dated on or about the date hereof (the "Loan Agreement") and the other loan documents executed in connection herewith and therewith (hereinafter jointly referred to as the "Loan Documents"), then this Mortgage and the estate thereby created shall cease and be null and void. AND THE MORTGAGOR HEREBY COVENANTS AND AGREES AS FOLLOWS: 1. PERFORMANCE OF NOTE AND MORTGAGE. In the event that the Mortgagor fails to comply with the terms of the Loan Agreement providing for the forgiveness of the Note, then the Mortgagor shall pay or otherwise fully perform its obligations with respect to the payment of all and singular the principal, interest and other sums of money payable by virtue of the Note and this Mortgage, or either, promptly on the days when the same severally become due and payable, and shall perform, comply with and abide by each and every of the stipulations, agreements, conditions and covenants set forth in the Note, this Mortgage and the Loan Documents. 2. TAXES AND OTHER CHARGES. The Mortgagor shall pay when due and payable and before any interest, charge or penalty is due thereon, without any deduction, defalcation or abatement, all taxes, assessments, levies, liabilities, obligations, encumbrances, water and sewer rents and all other charges or claims of every nature and kind which may be imposed, suffered, placed, assessed, levied, or filed at any time against this Mortgage, the Mortgaged Property or any part thereof or against the interest of the Mortgagee therein, or which by any present or future law may have priority over the indebtedness secured hereby either in lien or in distribution out of the proceeds of any judicial sale, without regard to any law heretofore or hereafter to be enacted imposing payment of the whole or of any part upon the Mortgagee; and insofar as any such tax, assessment, levy, liability, obligation or encumbrance is of record, the same shall be promptly satisfied and discharged of record and the original official document (such as, for instance, the tax receipt or the satisfaction paper officially endorsed or certified) shall be placed in the hands of the Mortgagee no later than such dates; provided, however, that if the Mortgagor in good faith and by appropriate legal action shall contest the validity of any such items or the amount thereof, and shall have established on its books a reserve for the payment thereof in such amount as the Mortgagee may reasonably require, then the Mortgagor shall not be required Page 2 of 16 to pay the item or to produce the required receipts: (a) while the reserve is maintained; and (b) so long as the contest operates to prevent collection, is maintained and prosecuted with diligence, and shall not have been terminated or discontinued adversely to the Mortgagor. The Mortgagor shall furnish the Mortgagee with annual receipted tax bills evidencing payment within ninety (90) days from their initial due date. 3. Intentionally Deleted. 4. ATTORNEYS' FEES AND COSTS. In the event litigation, arbitration, or mediation, between the parties hereto, arises out of the terms of this Mortgage, each party shall be responsible for its own attorney's fees, costs, charges, and expenses through the conclusion of all appellate proceedings, and including any final settlement or judgment. 5. INSURANCE. The Mortgagor shall keep the buildings and improvements now or hereafter erected on the Mortgaged Property continuously insured under a policy or policies providing coverage on an "all risk" basis, in a sum not less than full insurable value, including flood insurance if requested by the Mortgagee, in a company or companies acceptable to the Mortgagee. The policy or policies of insurance shall be held by and be payable to the Mortgagee. In the event any sum of money becomes payable under such policy or policies, the Mortgagee shall have the option to receive and apply the same on account of the indebtedness secured by this Mortgage or to permit the Mortgagor to receive and use it, or any part thereof, for other purposes, without thereby waiving or impairing any equity lien or right under or by virtue of this Mortgage. In the event the Mortgagor fails to procure and maintain the insurance coverage required hereby, the Mortgagee may procure and pay for such insurance or any part thereof, without waiving or affecting its option to foreclose this Mortgage, or any right thereunder. Each and every such payment made by the Mortgagee shall be secured by this Mortgage; shall be due and payable on demand; and, shall bear interest from the date each such payment is made at the maximum rate permitted by law. Notwithstanding contained herein, Mortgagee will not exercise its option to receive and apply the insurance funds to the indebtedness if there has not been an event of default under the Loan Documents and Mortgagor demonstrates there are sufficient funds to rebuild, repair or restore the improvements on the Mortgaged Property. 6. CARE OF THE MORTGAGED PROPERTY. The Mortgagor shall exercise reasonable care in the maintenance of the Mortgaged Property, and shall not permit, commit or suffer any waste, impairment or deterioration of the Mortgaged Property or any part thereof. In the event the Mortgagor fails to keep the Mortgaged Property in good repair, the Mortgagee may make such repairs as it may deem necessary in its sole discretion for the proper preservation thereof, and the full amount of each such payment shall be due and payable with interest at the maximum rate permitted by law on demand, and shall be secured by the lien of this Mortgage. 7. EXISTING/OTHER MORTGAGES AND OBLIGATIONS. Any default in the payment or terms and conditions of any existing or other mortgage(s), or any modification and/or acceptance of future advances from any existing or other mortgage(s), other than in connection with the Permitted Senior Financing without notice and approval of Mortgagee, shall constitute a default hereunder and the Mortgagee, at its option, may declare all sums due and Page 3 of 16 payable and accelerate the entire indebtedness. The Mortgagee may, at its option, and without waiving its right to accelerate the indebtedness hereby secured and to foreclose the same, pay either before or after delinquency any or all of those certain obligations required by the terms hereof to be paid by the Mortgagor for the protection of the Mortgage security or for the collection of the indebtedness hereby secured. All sums so advanced or paid by Mortgagee shall be charged into the mortgage account, and every payment so made shall bear interest from the date thereof at the delinquent rate specified in said Note, and become an integral part thereof, subject in all respects to the terms, conditions and covenants of the aforesaid Note, and this Mortgage, as fully and to the same extent as though a part of the original indebtedness evidenced by said Note and secured by this Mortgage, excepting however, that said sums shall be repaid to the Mortgagee within fifteen (15) days after demand by the Mortgagee to the Mortgagor for said payment. 8. INSPECTION. The Mortgagee, and any persons authorized by the Mortgagee, shall have the right at any time, upon reasonable notice to the Mortgagor, to enter the Mortgaged Property at a reasonable hour to inspect and photograph its condition and state of repair, subject to the rights of tenants under the terms of their leases. 9. ACCELERATION OF MATURITY. That (a) in the event of any breach of this Mortgage or default on the part of the Mortgagor, which is not cured within thirty (30) days following written notice from the Mortgagee, or if such default cannot practicably be cured within thirty (30) days, then within such additional time as may be required to effect a cure, so long as (i) the cure is commenced within thirty (30) days and is diligently prosecuted and (ii) the lack of a cure during such continuing cure period has no material adverse effect on the Mortgaged Property, or (b) in the event any of said sums of money herein referred to be not promptly and fully paid within fifteen (15) days next after the same severally become due and payable, without demand or notice; or (c) in the event each and every stipulation, agreement, condition and covenants of the Note, this Mortgage, or any of the Loan Documents, are not duly, promptly and fully performed, discharged, executed, effected, completed, complied with and abided by, following the applicable notice and cure periods; or (d) in the event the Mortgagor shall fail, within ten (10) days written notice by the Mortgagee to execute a Mortgagor's certificate in favor of any assignee or prospective assignee of the Mortgagee's interest hereunder which certificate shall contain such acknowledgments, affirmations, and covenants as may be reasonably required to enable the Mortgagee to assign their interest hereunder, or (e) upon the rendering by any court of last resort of a decision that an undertaking by the Mortgagor as herein provided to pay taxes, assessments, levies liabilities, obligations and encumbrances is legally inoperative or cannot be enforced, or in the event of the passage of any law changing in any way or respect the laws now in force for the taxation of mortgages or debts secured thereby, or the manner of collection of any such taxes, so as to materially adversely affect this Mortgage or the debt secured hereby; or (f) in the event there exists an event of default under and pursuant to the terms of any other obligation of any kind or nature whatsoever of the Mortgagor to the Mortgagee, direct or contingent, whether now existing or hereafter due, existing, created or arising, then in either or any such event, the said aggregate sum mentioned in said Note then remaining unpaid, with interest accrued, and all monies secured hereby shall become due and payable forthwith, or thereafter, at the option of the Mortgagee, as fully and completely as if all of the sums of money were originally stipulated to be paid on such day, anything in the Note and/or in this Mortgage to the contrary notwithstanding; and thereupon or thereafter, at the option of the Mortgagee, without notice or demand, suit at law or in equity, Page 4of16 therefore, or thereafter begun, may be prosecuted as if all money secured hereby had matured prior to its institution. 10. NO ADDITIONAL FINANCING. Except as set forth in Section 5.17 ("Permitted Senior Financing") of the Loan Agreement, the Mortgagor hereby covenants and agrees that Mortgagor shall not procure any other financing in connection with the Mortgaged Property without the prior written consent of the Mortgagee, such consent not to be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary herein, Mortgagee acknowledges and agrees that the Property is encumbered by existing and future Permitted Senior Financing. Mortgagee will cooperate with Borrower and any Superior Lender (defined in the Loan Agreement) by executing such amendments, supplements, or restatements to this Mortgage as reasonably requested by Mortgagor or a Superior Lender that confirms this Mortgage and any other security interests that Mortgagee has or may have in the Property is subordinate, in all material respects, to any security interest that such Superior Lender has or may have in the Property or Mortgagor, provided, however, that any future Superior Lender shall be subject to the prior approval of the Board of the CRA, and so long as such amendment, supplement, or restatement does not: (i) reduce the number of CRA Assisted Units (defined in the Loan Agreement) as set forth in the Loan Agreement; or (ii) modify the amount of the rents and annual adjustment thereto that Mortgagor may charge for the CRA Assisted Units as provided in and by the Covenant (defined in the Loan Agreement) and the Rent Regulatory Agreement (defined in the Loan Agreement); or (iii) in no event cause the CRA's lien position to be subordinated beyond a second priority lien position to any Senior Lender (defined in the Loan Agreement). 11. DEFENSE OF MORTGAGED PROPERTY AND MORTGAGE. If any action or proceeding shall be commenced by any person other than the Mortgagee, and the Mortgagee is made a party, or in which it shall become necessary for the Mortgagee to defend or take action to uphold or defend the lien of this Mortgage, all sums paid or incurred by the Mortgagee for the expense of any litigation, including court costs and reasonable attorneys' fees incurred in any trial, appellate, and bankruptcy proceedings, to prosecute or defend the rights and liens created by this Mortgage shall be paid by the Mortgagor, together with interest thereon at the maximum rate permitted by law from the date thereof, and any such sum and interest thereon shall be a claim upon the Mortgaged Property, attaching or accruing subsequent to the lien of this Mortgage, and shall be secured by the lien of this Mortgage. 12. CONDEMNATION. In the event the Mortgaged Property or any part thereof shall be condemned under the power of eminent domain, the Mortgagee shall (in the event that (i) such taking shall prevent the Mortgagor from being able to operate the Mortgaged Property in a manner substantially consistent to the manner operated prior to such taking, and (ii) there are not sufficient funds from any award in connection with such taking to rebuild, repair or restore the improvements on the Mortgaged Property) have the right to demand that all damages awarded for such taking be paid to the Mortgagee and shall be entitled to receive same, up to the aggregate amount then remaining unpaid on the Note and this Mortgage, and any such sums shall be applied to the payments last payable thereof. Page 5 of 16 13. SUBROGATION. To the extent of the indebtedness of the Mortgagor to the Mortgagee as described in the Note, the Mortgagee shall be subrogated to the lien and the rights of the owners and holders of each and every mortgage, lien or other encumbrance on the Mortgaged Property which is paid or satisfied, in whole or in part, out of the proceeds of the Note. The respective liens of such mortgages, liens or other encumbrances shall be and are hereby security for the Note, as if they had been regularly assigned, transferred, and delivered unto the Mortgagee, notwithstanding the fact that the same may be set aside and canceled of record. It is the intention of the parties hereto that the prior mortgages, liens or other encumbrances will be satisfied and canceled of record by the holders thereof at or about the time of the recording of this Mortgage. 14. APPOINTMENT OF RECEIVER. At any time while a suit is pending to foreclose or to reform this Mortgage or to enforce any claims arising hereunder, the Mortgagee may apply to a court of appropriate jurisdiction for the appointment of a receiver, and such court shall forthwith appoint a Receiver of the Mortgaged Property, including all and singular the income, profits, rents, issues and revenues from whatever source derived. The Receiver shall have all the broad and effective functions and powers in anywise entrusted by a court to a Receiver, and such appointment shall be made by such court as an admitted equity and as a matter of absolute right to the Mortgagee without reference to the adequacy or inadequacy of the value of the Mortgaged Property, or to the solvency or insolvency of the Mortgagor or the Defendants. All income, profits, rents, issues and revenues collected by the Receiver shall be applied by such Receiver according to the lien of this Mortgage, and the practice of such court. 15. NO TRANSFER OF MORTGAGED PROPERTY. It is expressly agreed that should the Mortgagor convey title to the Mortgaged Property or, except as set forth in Section 6.5 of the Loan Agreement by and between Mortgagor and Mortgagee and dated on or about the date hereof, any legal or equitable interest therein, to any person, firm or corporation or shall permit or create any further encumbrances upon the Mortgaged Property without the prior written approval of the Mortgagee to such conveyance or encumbrance, all sums outstanding under the Note and secured by this Mortgage shall become immediately due and payable, at the option of the Mortgagee. 16. LEASES AFFECTING MORTGAGED PROPERTY. The Mortgagor shall comply with and observe its obligations as landlord under all leases affecting all or any portion of the residential apartment units (collectively, the "CRA Assisted Units"). Upon request, the Mortgagor shall furnish promptly to the Mortgagee executed copies of all such residential leases (each a "Residential Lease") now existing or hereafter created. Nothing contained in this Section or elsewhere in this Mortgage shall be construed to make the Mortgagee a mortgagee in possession unless and until the Mortgagee actually takes possession of the Mortgaged Property either in person or through an agent or receiver. To the extent not provided by applicable law, each Residential Lease of any CRA Assisted Unit, shall provide that, in the event of the enforcement by the Mortgagee of the remedies provided for by law or by this Mortgage, the lessee thereunder will, if requested by the Mortgagee or by any person succeeding to the interest of the Mortgagee Page 6 of 16 as the result of said enforcement, automatically become the lessee of any such successor in interest, without any change in the terms or other provisions of the respective residential Lease (and the Mortgagee or such successor shall execute an agreement not to disturb such lessee, provided such lessee abides by all terms and provisions in the applicable Residential Lease); provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said Residential Lease not in excess of an amount equal to one (1) month's rental, or (ii) any amendment or modification in the lease made without the consent of the Mortgagee or any successor in interest. Each Residential Lease shall also provide that, upon request by said successor in interest, the lessee shall execute and deliver an instrument or instruments confirming its attornment. 17. ASSIGNMENT OF RENTS, ISSUES AND PROFITS. Subject to the rights of any Permitted Senior Financing, the Mortgagor does hereby bargain, sell, transfer, assign, convey, set over and deliver unto the Mortgagee, as security for the payment and performance of all the terms and conditions of the Note and this Mortgage, and any and all amendments, extensions and renewals thereof, all Residential Leases now existing or which may be executed at any time in the future during the life of this Mortgage, and all amendments, extensions and renewals of said Residential Leases and any of them, and all rents and other income which may now or hereafter be or become due or owing under the Residential Leases, and any of them, on account of the use of the CRA Assisted Units, it being intended hereby to establish a complete transfer of the Residential Leases hereby assigned and all the rents and other income arising thereunder and on account of the use of the Mortgaged Property unto the Mortgagee, with the right, but without the obligation, to collect all of said rents and other income which may become due during the life of the Note and this Mortgage. Although it is the intention of the parties that this shall be a present assignment, it is expressly understood and agreed, anything herein contained to the contrary notwithstanding, that the Mortgagee shall not exercise any of the rights or powers herein conferred upon it except during the existence of an event of default (beyond any applicable grace, notice and/or cure periods) under the terms and provisions of the Note and this Mortgage, but upon the occurrence and during the continuance of any such event of default (beyond any applicable grace, notice and/or cure periods) the Mortgagee shall be entitled, upon notice to the tenants, to all rents and other amounts then due under the leases and thereafter accruing, and this Mortgage shall constitute a direction to and full authority to the tenants, lessees or other occupants of the CRA Assisted Units (hereinafter collectively referred to as the "Tenants") to pay all said amounts to the Mortgagee without proof of the default relied upon. The Tenants are hereby irrevocably authorized to rely upon and comply with any notice or demand by the Mortgagee for the payment to the Mortgagee of any rental or other sums which may be or thereafter become due under the leases, or for the performance of any of the Tenants undertakings under the leases and shall have no right or duty to inquire as to whether any such event of default (beyond any applicable grace, notice and/or cure periods)under this Mortgage has actually occurred or is then existing. 18. MORTGAGE CONSTITUTES SECURITY AGREEMENT. Subject to the rights of any Permitted Senior Financing, this Mortgage also constitutes a security agreement as Page 7 of 16 defined under the Uniform Commercial Code. Subject to the rights of any Permitted Senior Financing, the Mortgagor hereby grants to the Mortgagee a security interest in and to all furniture, furnishings, equipment, machinery, and personal property of every nature whatsoever ,now owned or hereafter acquired by the Mortgagor located upon the Mortgaged Property together with all proceeds therefrom (except for rent, additional rent, and other proceeds received from the commercial and retail spaces located on the first (1 St) floor of the building located on the Mortgaged Property) and as further described in an exhibit to the Security Agreement of even date herewith, if any. The Mortgagor shall execute any and all documents as the Mortgagee may request, including, without limitation, financing statements pursuant to the Uniform Commercial Code as adopted by the State of Florida, to preserve and maintain the priority of the lien created hereby on property which may be deemed personal property or fixtures. The Mortgagor hereby authorizes and empowers the Mortgagee to execute and file on behalf of the Mortgagor all financing 'statements and refilings and continuations thereof as the Mortgagee deems necessary or advisable to create, preserve or protect said lien. The Mortgagor and Mortgagee expressly agree that the filing of a financing statement shall never be construed as in anywise derogating from or impairing the express declaration and intention of the parties hereto that all such personality located on or utilized in connection with the real property encumbered by this Mortgage shall at all times and for all purposes, in all proceedings both legal and equitable, be deemed a part of the real property encumbered by this Mortgage. 19. CARE OF PROPERTY. (a) The Mortgagor shall preserve and maintain the Mortgaged Property in good condition and repair. Except for: (i) repairs or replacements for ordinary wear and tear or in the ordinary course of management of the Mortgaged Property; (ii) tenant or similar improvements and upgrades; and (iii) repairs, replacements, or other restorations in the event of a casualty or condemnation that are performed in accordance with the Loan Agreement, the Mortgagor shall not remove, demolish, alter or change the use of any building, structure or other improvement presently or hereafter on the Land constituting any part of the Mortgaged Property without the prior written consent of the Mortgagee, such consent not to be unreasonably withheld, conditioned or delayed. The Mortgagor shall not permit, commit or suffer any waste, impairment or deterioration of the Mortgaged Property or of any part thereof, and will not take any action which will increase the risk of fire or other hazard to the Mortgaged Property or to any part thereof. The Mortgagor shall comply with all applicable local, state, and federal regulations in regards to the Property. (b) Except as otherwise provided in this Mortgage, no fixture, personal property or other part of the Mortgaged Property shall be removed, demolished or altered, without the prior written consent of the Mortgagee, such consent not to be unreasonably withheld, conditioned or delayed. The Mortgagor may sell or otherwise dispose of, free from the lien of this Mortgage, furniture, furnishings, equipment, tools, appliances, machinery, fixtures or appurtenances, subject to the lien hereof, which may become worn out, undesirable or obsolete, only if (i) they are no longer needed for the continued operation of the Mortgaged Property, or (ii) they are replaced Page 8 of 16 immediately with similar items of at least equal value which shall, without further action, become subject to the lien of this Mortgage. 20. MORTGAGE SECURES INDEBTEDNESS. It is expressly agreed and understood that this Mortgage secures the indebtedness and the obligation of the Mortgagor to the Mortgagee with respect to the Note, as the same is evidenced by the Note, and all renewals, extensions and modifications thereof. This Mortgage shall not be deemed released, discharged or satisfied until the entire indebtedness evidenced by the Note is either (i) forgiven in accordance with the terms of the Loan Agreement or (ii) paid in full, or is otherwise satisfied in accordance with the Loan Agreement. 21. MORTGAGEE'S REMEDIES CUMULATIVE. The Mortgagor agrees that all rights of the Mortgagee hereunder shall be separate, distinct, and cumulative, and that none shall be in exclusion of the other, and that no act of the Mortgagee shall be construed as an election to proceed under any provision of covenant herein to the exclusion of any other, notwithstanding anything herein to the contrary. 22. FUTURE ADVANCES. Pursuant to the laws of the State of Florida, this Mortgage shall secure not only the existing indebtedness evidenced by the Note, but also such future advances as may be made by the Mortgagee to the Mortgagor in accordance with the Note, this Mortgage, or any other Loan Document executed in connection herewith, whether or not such advances are obligatory or are to be made at the option of the Mortgagee, or otherwise, and as are made within twenty (20) years from the date hereof, to the same extent as if such future advances were made on the date of the execution of this Mortgage. The total amount of indebtedness that may be so secured may decrease or increase from time to time, but the total unpaid balance so secured at one time shall not exceed two times the face amount of the Note, plus interest thereon, and any disbursements made for the payment of taxes, levies or insurance on the Mortgaged Property with interest on such disbursements at the rate designated in the Note to apply following a default thereunder. 23. INDEMNIFICATION. Except in connection with any matters arising out of the negligence or willful misconduct of the Mortgagee, the Mortgagor hereby protects, indemnifies and saves harmless the Mortgagee, its officers, directors, agents and employees, from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including without limitation, reasonable attorneys' fees and expenses) imposed upon, incurred by or asserted against the Mortgagee or any of such persons by reason of (a) ownership of any interest in the Mortgaged Property or any part thereof, (b) any accident, injury to or death of persons or loss of or damage to property occurring on or about the Mortgaged Property or any part thereof or the adjoining sidewalks, curbs, vaults and vault space, if any, streets or ways, (c) any use, disuse or condition of the Mortgaged Property or any part thereof, or the adjoining sidewalks, curbs, vaults and vault space, if any, or any streets or ways, (d) any failure on the part of the Mortgagor to perform or comply with any of the terms hereof or of any of the Loan documents executed in connection herewith, or any inaccuracy in any representation or warranty made by the Mortgagor herein or in any of the Loan Documents executed in connection herewith, (e) any necessity to Page 9 of 16 defend any of the right, title or interest conveyed by this Mortgage, (f) the performance of any labor or services or the furnishing of any materials or other property in respect of the Mortgaged Property or any part thereof, (g) any subsidence or erosion of any part of the surface of the Mortgaged Property, including any shoreline or any bank of any river, stream, creek, lake, ocean or other water source, or (h) the location or existence of asbestos or any toxic or hazardous waste, chemicals, materials or substance on, at, in or under the Mortgaged Property or any part thereof. If any action, suit or proceeding is brought against the Mortgagee, or any of its officers, directors, agents or employees, for any such reason, the Mortgagor, upon the request of such party, will, at the Mortgagor's expense, cause such action, suit or proceeding to be resisted and defended by counsel reasonably satisfactory to the Mortgagee or such person. Any amounts payable to an indemnified party under this Section which are not paid within ten (10) days after written demand therefor shall bear interest at the default rate of interest provided in the Note from the date of such demand, and such amounts, together with such interest, shall be indebtedness secured by this Mortgage. The obligations of the Mortgagor under this Section shall survive any defeasance of the Mortgage. 24. HAZARDOUS MATERIALS. Except for ordinary household cleaning materials and substances, the Mortgagor agrees that it will not use, generate, store or dispose of Hazardous Materials on the Mortgaged Property. For purposes hereof, "hazardous materials" include (but are not limited to) materials defined as "hazardous waste" under the Federal Resource Conservation and Recovery Act and similar state laws, or as "hazardous substances" under the Federal Comprehensive Environmental Response, Compensation and Liability Act and similar state laws. Hazardous materials include (but are not limited to) solid, semi -solid, liquid or gaseous substances which are toxic, ignitable, corrosive, carcinogenic or otherwise dangerous to human, plant or animal health and well-being. Examples of hazardous waste include paints, solvents, chemicals, petroleum products, batteries, transformers, and other discarded man-made materials with hazardous characteristics. The Mortgagee shall have all remedies at law and equity for failure of the Mortgagor to carry out the foregoing obligation, including but not limited to specific performance, damages, and court costs. This provision shall survive payment of the Note and termination of this Mortgage. Notwithstanding the foregoing or anything else in this Agreement to the contrary, the indemnifications contained in this Mortgage shall expressly exclude any matters arising (i) out of the negligence or willful misconduct of Lender, or (ii) solely from actions, inactions or other events or circumstances by persons other than Mortgagor or any affiliates of Mortgagors first occurring or arising after the Transition Date. "Transition Date" means the earlier of the following two dates: (a) the date on which the indebtedness and obligations secured by the Loan Documents have been paid in full (without possibility for disgorgement) or forgiven in accordance with the terms of the Loan Agreement; or (b) the date on which the lien of this Mortgage is fully and finally foreclosed or a conveyance by deed in lieu of such foreclosure is fully and finally effective and possession of the Mortgaged Property has been given to Mortgagee or any other purchaser or grantee free of occupancy and claims to occupancy by Mortgagor and its heirs, devisees, representatives, successors and assigns; provided that, if such payment, performance, release, foreclosure or conveyance is challenged, in bankruptcy proceedings or Page 10of16 otherwise, the Transition Date shall not be deemed to have occurred until such challenge is validly released, dismissed with prejudice or otherwise barred by law from further assertion. 25. REPRESENTATIONS AND WARRANTIES. In order to induce the Mortgagee to make the Loan evidenced by the Note, the Mortgagor represents and warrants that: (a) there are no actions, suits or proceedings pending or, to the best of Mortgagor's actual knowledge, threatened against or affecting the Mortgagor or any portion of the Mortgaged Property, or involving the validity or enforceability of this Mortgage or the priority of its lien, before any court of law or equity or any tribunal, administrative board or governmental authority, and the Mortgagor is not in default under any other indebtedness or with respect to any order, writ, injunction, decree, judgment or demand of any court or any governmental authority; (b) to the best of Mortgagor's knowledge and belief, the execution and delivery of the Note, this Mortgage and all other Loan Documents do not and shall not (i) violate any provisions of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to the Mortgagor or any other person executing the Note, this Mortgage or other Loan Documents, nor (ii) result in a breach of, or constitute a default under, any indenture, bond, mortgage, lease, instrument, credit agreement, undertaking, contract or other agreement to which the Mortgagor or such other person is a party or by which either or both of them or their respective properties may be bound or affected; (c) to the best of Mortgagor' s knowledge and belief, the Note, this Mortgage and all other Loan Documents constitute valid and binding obligations of the Mortgagor and any other person executing the same, enforceable against the Mortgagor and such other person(s) in accordance with their respective terms; (d) there is no fact that the Mortgagor has not disclosed to the Mortgagee in writing that could materially adversely affect the property, business, or financial conditions of the Mortgage Property or any other collateral for the Loan; (e) the Mortgagor has duly obtained all permits, licenses, approvals and consents from, and made all filings with, any governmental authority (and the same have not lapsed nor been rescinded or revoked) which are necessary in connection with the execution and delivery of this Mortgage and any other Loan Document, the making of the Loan, the performance of its obligations under any Loan Document, or the enforcement of any Loan Document; and that all such representations and warranties shall survive the closing of the Loan and any bankruptcy proceedings. 26. SEVERABILITY OF INVALID PROVISIONS. In the event any provision of the Note and or this Mortgage should be held unconstitutional, illegal or unenforceable for any reason, such provision shall not affect, alter, or otherwise impair any other provision of the Note and or this Mortgage. 27. NO WAIVER. It is expressly agreed and understood that a waiver by the Mortgagee of any right or rights conferred to it hereunder with regard to any one transaction or occurrence shall not be deemed a waiver of such right or rights to any subsequent transaction or occurrence. It is further agreed that any forbearance or delay by the Mortgagee in the enforcement of any right or remedy hereunder shall not constitute or be deemed a waiver of such right or remedy. Page 11 of 16 28. GOVERNING LAW AND VENUE. This Mortgage shall be construed and enforced pursuant to the laws of the State of Florida, excluding all principles of choice of laws, conflict of laws and comity. Any action pursuant to a dispute under this Mortgage must be brought in Miami -Dade County and no other venue. All meetings to resolve said dispute, including voluntary arbitration, mediation, or other alternative dispute resolution mechanism, will take place in this venue. The parties both waive any defense that venue in Miami -Dade County is not convenient. 29. HEADINGS. The headings of the articles, sections, paragraphs and subdivisions of this Mortgage are for convenience and ease of reference only, and are not to be considered a part hereof, and shall not limit or otherwise affect any of the terms or provisions hereof. 30. GENDER AND NUMBER. In this Mortgage and the Note it secures, the singular shall include the plural and the masculine shall include the feminine and neuter. 31. PARTIES BOUND; NO ORAL MODIFICATIONS. Each and every of the terms, covenants and conditions contained herein shall be binding upon the parties hereto and their successors, heirs, assigns and devisee. This Mortgage is not subject to modification other than by a written document or instrument executed by the party or parties to be charged with such modification. 32. CAPITALIZED TERMS. All capitalized terms not defined herein shall have the meanings provided in the Loan Agreement and the Exhibits thereto. 33. WAIVER OF TRIAL BY JURY. THE MORTGAGOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS MORTGAGE, OR ANY OF THE LOAN DOCUMENTS OR THE FINANCING CONTEMPLATED HEREBY, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR THE ACTIONS OF ANY PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE MORTGAGEE EXTENDING THE LOAN SECURED BY THIS MORTGAGE. [Signature Page Follows] Page 12 of 16 IN WITNESS WHEREOF, the parties hereto have caused this Mortgage to be executed by the individual as duly authorized. WITNESSES: P 'nt Name: �,,�,.,e / Adoseti Address: it ? 5 4 se: c 14kL - Print Name: /1-4,,�u2 Address: f (.?Z 5 0 `,,» e (-454.4-cy Cor,416c4 fe5 FG ? /<4( MORTGAGOR: A&E DISTRICT HOLDING COMPANY, LLC, a Florida limited liability company By: LKDC Management LLC, a Florida limited liabiljty company By: Print N: ihrf`T. Krahe Title: Authorized Member Date: G-4d Q /(9,6 ACKNOWLEDGMENT STATE OF FLORIDA ) COUNTY OF MIAMI-DADE ) THE FOREGOING INSTRUMENT was acknowledged before me by means of 27 physical presence or ❑ online notarization this on this 2cr-01day of /��� , 2026 by LIAM T. KRAHE, as Authorized Member of LKDC Management LLC, a Florida limited liability company, the manager of A&E District Holding Company, LLC, a Florida limited liability company. She/He is personally known to me or has produced a Flo' h1,Urr Li-6ra%, as identification. .S..!..1: % CHRISTIANCASTILLO * * Commission # HH 385556 N'9lFOF f`Oe Expires April 11, 2027 My Commission Expires: Apt, 112027 Signature of Notary Public, State of Florida /i 4r i (1 C. Gs4 f ('e Printed Name of Notary Public Page 13 of 16 Exhibit A LEGAL DESCRIPTION OF THE PROPERTY 1. North East Miami Place Folio Number: 01-3136-005-0940 Lot 7 in Block 13, of ROBBINS-GRAHAM & CHILLINGSWORTH SUBDIVISION, according to the Plat thereof, as recorded in Plat "A", Page 49 1/2, of the Public Records of Miami -Dade County, Florida. AND 2. North East 15th Street/ NE Miami Place Folio Number: 01-3136-005-0980 The South 10 feet of Lot 10 and all of Lot 11, in Block 13 of ROBBINS-GRAHAM & CHILLINGSWORTH SUBDIVISION, according to the Plat thereof, as recorded in Plat "A", Page 49 1/2, of the Public Records of Miami -Dade County, Florida AND 3. North East 1st Avenue Folio Number: 01-3136-005-0960 The South 30 feet of Lot 9 and the North 15 feet of Lot 12, less the East 10 feet thereof, in Block 13, of ROBBINS GRAHAM AND CHILLINGSWORTH SUBDIVISION, according to the Plat thereof, as recorded in Plat Book "A", Page 49 1/2, of the Public Records of Miami -Dade County, Florida. AND 4. 1516 NE lst Avenue, Miami, Florida 33132 Folio Number: 01-3136-005-0950 Lot 8 and the North 30 feet of Lot 9 less the East 10 feet thereof, in Block 13, of ROBBINS GRAHAM AND CHILLINGSWORTH SUBDIVISION, according to the Plat thereof, as recorded in Plat Book "A", Page 49 1/2, of the Public Records of Miami -Dade County, Florida. AND 5. 1515 NE Miami Place, Miami, Florida 33132 Folio Number: 01-3136-005-0970 Page 14 of 16 The North 50 feet of Lot 10 in Block 13 of ROBBINS-GRAHAM & CHILLINGSWORTH SUBDIVISION, according to the Plat thereof, as recorded in Plat "A", Page 49 1/2, of the Public Records of Miami Dade County, Florida. AND 6. 1502 NE 1st Avenue, Miami, Florida 33132 Folio Number: 01-3136-005-0990 The South 45 feet of Lot 12, less the South 5 feet and less the East 10 feet thereof, in Block 13, of ROBBINS GRAHAM AND CHILLINGSWORTH SUBDIVISION, according to the Plat thereof, as recorded in Plat Book "A", Page 49 1/2, of the Public Records of Miami - Dade County, Florida. Page 15 of 16 Exhibit B Permitted Encumbrances on the Mortgaged Property All permitted encumbrances on the Property are described in that certain Title Insurance Commitment Number 1750447 issued by Old Republic National Title Insurance Company, effective as of May 7, 2026. Page 16 of 16 PROMISSORY NOTE (CRA FUNDS) FOR A&E DISTRICT HOLDING COMPANY, LLC $2,500,000.00 Miami, Florida M, 01.4 V , 2026 FOR VALUE RECEIVED the undersigned, A&E DISTRICT HOLDING COMPANY, LLC, a Florida limited liability company , whose principal address is 1221 Brickell Avenue, Suite 900 - #274, Miami, Florida 33131 (hereinafter referred to as the "Maker"), promises to pay to the order of the OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY (hereinafter referred to as the "Lender"), at 1401 N. Miami Avenue, Miami, FL, 33136, or such other location or address as the Lender may direct in writing from time to time, the principal sum of Two Million Five Hundred Thousand And 00/100 Dollars ($2,500,000.00) (the "Construction Loan"), together with interest thereon on funds outstanding as indicated on Attachment 1 hereto. This Promissory Note evidences a Construction Loan from the Lender to the Maker for the construction and development of a mixed -income, mixed use residential and retail affordable housing project for the properties located in the County of Miami -Dade, State of Florida, legally described in Exhibit "A," attached hereto and incorporated herein ("Property"), a rental Project, as described more fully in that certain Construction Forgivable Loan Agreement between the Maker and the Lender of even date herewith (the "CRA Loan Agreement"). All capitalized terms not defined herein shall have the meanings provided in the CRA Loan Agreement and the Exhibits thereto. This Promissory Note is secured by that certain Mortgage and Security Agreement — Construction Loan (the "CRA Mortgage") and the other Loan Documents of even date herewith executed in favor of the Lender, relating to the Property. All sums advanced hereunder together with accrued interest thereon and all other sums due hereunder shall become immediately due and payable, without notice or demand, upon the occurrence of any one or more of the following Events of Default, subject to any applicable grace, notice and/or cure period as provided in the Loan Documents: (a) the Maker's failure to promptly pay in full any payment of principal or interest due under this Promissory Note; (b) the Maker's failure to pay any insurance premium when due following written notice from Lender to Maker and the expiration of a ten (10) business day cure period; (c) the dissolution, termination of existence, insolvency of, business failure, appointment of a receiver for any part of the property or assignment for the benefit of creditors by, or the commencement of any proceedings under any bankruptcy or insolvency laws, by or against any maker hereof which shall continue beyond any applicable grace, notice and/or cure period set forth in the CRA Loan Agreement; (d) any uncured breach, following notice of breach and the expiration of applicable cure period(s), by the Maker of any of the terms, covenants or conditions set forth in the CRA Loan Agreement, the CRA Mortgage, the Declaration of Restrictive Covenants, or any of the other Loan Documents executed in connection therewith, or any other instrument, document or agreement which secures; collateralizes or otherwise pertains to the Construction Loan evidenced by this Promissory Note; or (e) upon the occurrence of an Event of Default as provided in the CRA Loan Agreement. Upon the occurrence of any of the foregoing events, and in addition to any other remedies provided in the CRA Loan Agreement, the amount of the CRA Funds disbursed, together with interest accrued thereon at the rate provided herein, all Program Income and all unpaid fees, charges and other Page 1 of 7 obligations of the Maker due under any of the Loan Documents, shall, at Lender's option, be immediately due and payable. Any property of any maker hereof now or hereafter in the possession of the Lender, may. at all times be held and treated as collateral and security for the payment of this Promissory Note and all other indebtedness or liability, direct or indirect, joint or several, absolute or contingent, now existing or hereafter created, acquired or contracted, of the Maker to the Lender. The Lender may apply or set-off any funds or other sums against said liabilities at any time in the case of the Maker(s), but only with respect to matured liabilities in the case of guarantors. No delay or omission on the part of the Lender in the exercise of any right hereunder shall operate as a waiver of such right or of any other right under this Promissory Note. A waiver by the Lender of any right or remedy conferred to it hereunder on any one occasion shall not be construed as a bar to, or waiver of, any such right and/or remedy as to any future occasion. The Maker agrees that in the event each and every of the terms and conditions of this Promissory Note or any instrument which secures or collateralizes the payment of the sums hereunder is not duly performed, complied with, or abided by, subject to applicable grace, notice and/or cure period(s) set forth in the CRA Loan Agreement, the whole of said indebtedness then outstanding shall thereupon, at the option of the Lender, become immediately due and payable, as provided in the CRA Loan Agreement. If this Promissory Note becomes in default and is placed in the hands of an attorney for collection, then each party hereto shall bear its own respective costs, expenses, and attorney's fees. The Maker and all persons now or hereafter becoming obligated or liable for the payment hereof, do jointly and severally waive demand, notice of non-payment, protest, notice of dishonor and presentment. The Maker does not intend or expect to pay, nor does the Lender intend or expect to charge, collect or accept, any interest greater than the highest legal rate of interest which may be charged under any applicable law. Should the acceleration hereof or any charges made hereunder result in the computation or earning of interest in excess of such legal rate, any and all such excess shall be and the same is hereby waived by the Lender, and any such excess shall be credited by the Lender to the outstanding principal balance hereof. Each endorser, or any other person, firm or corporation now or hereafter becoming liable for the payment of the Construction Loan evidenced by this Promissory Note (each an "Other Party"), hereby consents to any renewals, extensions, modifications, releases of security or any indulgence agreed to in writing between the Lender and Maker, without notice to such Other Party, and each Other Party jointly and severally agrees that he/she/it shall remain liable hereunder notwithstanding any such renewals, extensions, modifications or indulgences, until the debt evidenced hereby is fully paid. Any payment of principal and/or interest due under this Promissory Note which is not promptly paid on the date such payment becomes due, shall bear interest at the lesser of (i) twelve percent (12%) per annum, or (ii) the highest rate allowable by law commencing on the date immediately following the day upon which the payment was due (such lesser rate being the "Default Rate"). Upon the occurrence (and during the continuance) of any Event of Default as defined herein or an Event of Default as defined in the CRA Loan Agreement, all sums outstanding under this Promissory Note shall thereon immediately bear interest at the Default Rate, without Page2of7 notice to the Maker or endorser of this Promissory Note, and without any affirmative action or declaration on the part of the Lender. In the event of the sale of Project or the Property in violation of the requirements set forth in the CRA Loan Agreement, all sums outstanding under this Promissory Note shall thereafter bear interest at the Default Rate, without notice to the Maker or endorser of this Promissory Note, and without any affirmative action or declaration on the part of the Lender. This Promissory Note shall be construed and enforced according to the laws of the State of Florida, excluding all principles of choice of laws, conflict of laws or comity. Any action pursuant to a dispute under this Promissory Note must be brought in Miami -Dade County and no other venue. All meetings to resolve said dispute, including voluntary arbitration, mediation, or other alternative dispute resolution mechanism, will take place in this venue. The parties both waive any defense that venue in Miami -Dade County is not convenient. The terms of this Promissory Note may not be changed orally. Notwithstanding anything to the contrary in this Promissory Note and/or the Loan Documents, this Promissory Note is a non -recourse obligation of the Maker and its members and neither Maker nor its members have personal liability for repayment of the Construction Loan. THE MAKER OF THIS PROMISSORY NOTE HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS PROMISSORY NOTE OR ANY LOAN DOCUMENT(S) EXECUTED IN CONNECTION HEREWITH, OR THE FINANCING CONTEMPLATED HEREBY, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR THE ACTIONS OF ANY PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER EXTENDING THE CONSTRUCTION LOAN EVIDENCED BY THIS PROMISSORY NOTE. [Signature Page Follows] Page3of7 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their undersigned officials as duly authorized. WITNESSES: Name: 1(72 1Ato ••4, Car-cl Gc4crs,PL 044 Print Name: C.r- r-4,,n1 or i17-z SD.&u /4,5 /1...crc,y Cure,( 6 (0s, R'L ::jC STATE OF FLORIDA COUNTY OF MIAMI-DADE ) MAKER: A&E DISTRICT HOLDING COMPANY, LLC, a Florida limited liability company By: LKDC Management LLC, a Florida limited liability company, its manager By: Print aine: Liam T. Krahe Title: Authorized Member Date: Von %ak ACKNOWLEDGMENT / THE FOREGOING INSTRUMENT was acknowledged before me on this c-/it day of , 2026 by LIAM T. KRAHE, as Authorized Member of LKDC Management LLC, a Florida limited liability company, the manager of A&E District Holding Company, LLC, a N,FVrida limited liability company. She/He is personally known to me or has produced a 116ndG brYvcr L%Ccnse as identification. YP� il.. 445? CHRISTIAN CASTILLO My Commission Expires/pr,1 1I; aovv � *N ~t ) * Commission # HH 385556 G' -7''oF ASP���� Expires April 11,2027 FF Signa ee of Notary Public, State of Florida Printed Name of Notary Public [SIGNED SOLELY AS A NOTARY, NOT AN OBLIGOR] Page4of7 Attachment 1 Payment of principal, interest, and all other charges, expenses, and fees set forth in the Loan Documents shall be deferred and no payments of principal and/or interest shall be due for thirty (30) years commencing on the Effective Date (such period is the "Affordability Period"). Interest on funds outstanding shall accrue as follows: The Construction Loan shall bear zero percent (0%) interest from the Effective Date until the Close -Out of the Project. Upon the expiration of the Affordability Period, the CRA shall forgive the entire indebtedness and other sums due on the Construction Loan and release all documents given as collateral security for no additional consideration. In the event that the Maker fails to complete the Close -Out of the Project in accordance with the CRA Loan Agreement, following written notice from Lender to Maker and the expiration of a 60-day cure period, the Maker shall repay to the Lender all funds received by the Maker pursuant to the CRA Loan Agreement, all unpaid interest accrued thereon, and all unpaid fees, charges and other obligations of the Maker due under any of the Loan Documents. Page 5 of 7 LEGAL DESCRIPTION OF THE PROPERTY 1. North East Miami Place Folio Number: 01-3136-005-0940 Lot 7 in Block 13, of ROBBINS-GRAHAM & CHILLINGSWORTH SUBDIVISION, according to the Plat thereof, as recorded in Plat "A", Page 49 1/2, of the Public Records of Miami -Dade County, Florida. AND 2. North East 15th Street/ NE Miami Place Folio Number: 01-3136-005-0980 The South 10 feet of Lot 10 and all of Lot 11, in Block 13 of ROBBINS-GRAHAM & CHILLINGSWORTH SUBDIVISION, according to the Plat thereof, as recorded in Plat "A", Page 49 1/2, of the Public Records of Miami -Dade County, Florida AND 3. North East 1st Avenue Folio Number: 01-3136-005-0960 The South 30 feet of Lot 9 and the North 15 feet of Lot 12, less the East 10 feet thereof, in Block 13, of ROBBINS GRAHAM AND CHILLINGSWORTH SUBDIVISION, according to the Plat thereof, as recorded in Plat Book "A", Page 49 1/2, of the Public Records of Miami -Dade County, Florida. AND 4. 1516 NE lst Avenue, Miami, Florida 33132 Folio Number: 01-3136-005-0950 Lot 8 and the North 30 feet of Lot 9 less the East 10 feet thereof, in Block 13, of ROBBINS GRAHAM AND CHILLINGSWORTH SUBDIVISION, according to the Plat thereof, as recorded in Plat Book "A", Page 49 1/2, of the Public Records of Miami -Dade County, Florida. AND 5. 1515 NE Miami Place, Miami, Florida 33132 Folio Number: 01-3136-005-0970 Page 6 of 7 The North 50 feet of Lot 10 in Block 13 of ROBBINS-GRAHAM & CHILLINGSWORTH SUBDIVISION, according to the Plat thereof, as recorded in Plat "A", Page 49 1/2, of the Public Records of Miami Dade County, Florida. AND 6. 1502 NE 1st Avenue, Miami, Florida 33132 Folio Number: 01-3136-005-0990 The South 45 feet of Lot 12, less the South 5 feet and less the East 10 feet thereof, in Block 13, of ROBBINS GRAHAM AND CHILLINGSWORTH SUBDIVISION, according to the Plat thereof, as recorded in Plat Book "A", Page 491 /2, of the Public Records of Miami - Dade County, Florida. Page 7 of 7 EXHIBIT "G" FORM OF COVENANT Prepared by, and after recording return to: George K. Wysong III, Esq. General Counsel for the Omni CRA City Attorney, City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 Tel: (305) 416-1800 Property Address: Folios: 01-3136-005-0940, 01-3136-005-0980, 01-3136-005-0960, 01=3136-005-0950, 01-3136-005-0970, and 01-3136-005-0990 DECLARATION OF RESTRICTIVE COVENANTS FOR A&E DISTRICT HOLDING COMPANY, LLC This Declaration of Restrictive Covenants for A&E District Holding Company, LLC (the "Covenant") made this V day of RAJ , 2026 by A&E DISTRICT HOLDING COMPANY, LLC, a Florida limited liability company, whose principal address is 1221 Brickell Avenue, Suite 900 - #274, Miami, Florida 33131 (hereinafter referred to as "Borrower"), is in favor of the OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes, with a principal office located at 1401 N. Miami Avenue, Miami, FL, 33136 (hereinafter the "CRA" or "Lender"). RECITALS WHEREAS, the Borrower is the owner of the properties legally described in Exhibit A, attached and incorporated hereto (the "Property"); and WHEREAS, the Borrower hereby agrees and covenants that the Property shall be subject to the provisions, covenants, and restrictions contained herein; and WHEREAS, this Covenant is made for the express benefit of the CRA, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes. It shall remain in full force and effect until released by the CRA in accordance with the terms hereof; and WHEREAS, the Borrower is completing the construction of a total of five hundred seventy-six (576) multifamily residential units, a ground -level retail space of approximately four thousand (4,000) square feet (hereinafter referred to as the "Project"), of which two hundred thirty-one (231) units will be considered CRA Assisted Units ("the "CRA Assisted Units"), that will, among other things, increase the supply and quality of rental housing units for Moderate - Income, and Market Rate Households. The Project will be developed on the Property located in the County of Miami -Dade, State of Florida, legally described in Exhibit "A," attached hereto and incorporated herein; and WHEREAS, two hundred thirty-one (231) units will be maintained as Affordable for Moderate -Income Households for a period of thirty (30) years, commencing upon the Close -Out of the Project (such 30-year period being the "Affordability Period"). The Project must at all times (during the Affordability Period) maintain the following unit mix structure: ten (10) units must be rented at or below one hundred percent (100%) Area Medium Income ("AMI"), and two hundred twenty-one (221) units must be rented at or below one hundred twenty percent (120%) Page 1 of 8 AMI, as determined by the Florida Housing Finance Corporation ("FHFC") with adjustments for smaller and larger families and with certain exceptions as provided by FHFC (the "Unit -Mix"), and are all subject to the terms, covenants, and restrictions contained in this Covenant; and WHEREAS, the CRA's allocation of funds for the Project is subject to that certain Forgivable Loan Agreement for A&E District Holding Company, LLC effectively dated of even date herewith (the "Forgivable Loan Agreement"); capitalized but undefined terms shall have the meaning given to such terms in the Forgivable Loan Agreement) and other loan documents of even date herewith between the CRA and the Borrower (collectively the "Loan Documents"); and WHEREAS, Borrower desires to make a binding commitment to assure that the CRA- Assisted Units and the Property in general are maintained and operated in accordance with the provisions of the Loan Documents and this Covenant; and WHEREAS, Borrower, as a condition for receiving the Loan funds for the Property is required to record in the Public Records this Covenant obligating the Borrower, its successors, and assigns to maintain and operate the Property in accordance with the Loan Documents; and WHEREAS, the Borrower hereby declares that this Covenant shall be and is a covenant running with the Property and, unless released by the CRA, is binding on the Property for the entire Affordability Period (as such term is defined in the Forgivable Loan Agreement), and is not merely a personal covenant of the Borrower; and NOW THEREFORE, Borrower voluntarily covenants and agrees that the CRA-Assisted Units and the Property in general shall be subject to the following restrictions that are intended and shall be deemed to be covenants running with the land and binding upon Borrower, and its heirs, successors and assigns as follows: Section 1. Recitals: The recitals and findings set forth in the preamble of this Covenant are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Section. Section 2. Use of Property: The Project shall consist of the construction of a total of five hundred seventy-six (576) residential housing units of which two hundred thirty-one (231) units shall be CRA Assisted Units, to be built at the Property. During the Affordability Period, all two hundred thirty-one (231) CRA Assisted Units shall be maintained and rented in accordance with the following unit mix requirements: ten (10) units affordable to Moderate -Income residents earning no more than one hundred percent (100%) AMI, and two hundred twenty-one (221) units affordable to Moderate -Income residents earning no more than one hundred twenty percent (120%) AMI, as determined pursuant to FHFC guidelines. These affordability requirements shall remain in effect for a period of thirty (30) years commencing upon the Close -Out of the Project and shall be enforced in accordance with the Rent Regulatory Agreement. "Moderate -Income" shall mean a person or household whose annual income does not exceed one hundred twenty percent (120%) of the median income for the area, as determined by the U.S. Department of Housing and Urban Development, with adjustments and certain exceptions as provided in 24 CFR Part 92; however, the Project must, at all times (during the Affordability Period and subject to Existing Tenants), maintain the Unit Mix set forth above. Section 3. Term of Covenant: This Covenant is a covenant running with the land. This Covenant shall remain in full force and effect and shall be binding upon the Borrower, its successors and assigns from the date of the Close -Out of the Project until the expiration of the Affordability Period. Upon the expiration of the Affordability Period this covenant shall Page 2 of 8 automatically terminate; however, the CRA shall prepare for recording an instrument evidencing the expiration of and other termination of this Covenant in the Public Records of Miami -Dade County, Florida. Section 4. Prohibited Conveyances: Except as provided in the Loan Documents, including the Permitted Senior Financing described therein, the Borrower covenants and agrees not to encumber or convey its interest in the Project, Property, or any portion thereof, without the prior written consent of the CRA as provided for in the Forgivable Loan Agreement. For the purposes of this Covenant, any change in the ownership or control of the Borrower, which is not permitted under the Loan Documents, including the Permitted Senior Financing described therein, shall be deemed a conveyance of an interest in the Project. Notwithstanding anything herein to the contrary, during the Affordability Period, the Property Owner may sell, transfer, or convey the Property to an Affiliate (defined in the Loan Agreement) as long as the following requirements are satisfied: (i) such Affiliate gives notice to the CRA of such sale, conveyance, or transfer in writing, and (ii) the Affiliate acknowledges and agrees in writing that the Affiliate is acquiring the Property subject to the Covenant, Rent Regulatory Agreement, and other CRA Loan Documents. (a) Intentionally omitted. Section 5. Repayment Upon Default: The Borrower covenants and agrees that in the event (i) of the sale or conveyance of any interest in the Project and/or the Property without prior written consent as required by the Loan Documents (except as otherwise provided in the Loan Documents), or (ii) that the Borrower ceases to exist as an organization, the Borrower shall immediately make payment to the CRA in an amount equal to the full amount of Loan funds disbursed and outstanding, with interest thereon as provided in the Note, and all unpaid fees, charges and other obligations of the Borrower due under any of the CRA Loan Documents. Section 6. Inspection and Enforcement: It is understood and agreed that any official inspector of the CRA shall have the right any time during normal working hours to enter and investigate the use of the Property to determine whether the conditions of this Covenant are in compliance, subject to the rights of residential tenants under their leases. Section 7. Amendment and Modification: This Covenant may be modified, amended, or released as to any portion of the Property by a written instrument executed on behalf of the CRA and the Borrower. Should this instrument be modified, amended or released, the Executive Director shall execute a written instrument in recordable form to be recorded in the Public Records of Miami -Dade County, Florida, effectuating and acknowledging such modification, amendment, or release. Section 8. Definitions: All capitalized terms not defined herein shall have the meanings provided in the Loan Agreement. Section 9. Severability: Invalidation of one of the provisions of this Covenant by judgment of Court shall not affect any of the other provisions of the Covenant, which shall remain in full force and effect. Section 10. Recordation: This Covenant shall be filed of record among the Public Records of Miami -Dade County, Florida, at the sole cost and expense of the Borrower. Page 3 of 8 Section 11. Deed Restriction/Covenant Running with the Land: Any and all requirements of the laws of the State of Florida that must be satisfied in order for the provisions of this Covenant to constitute a deed restriction and covenant running with the land shall be satisfied in full, and any requirements or privileges of estate are intended to be satisfied, or in the alternate, an equitable servitude has been created to insure that these restrictions run with the land. For the term of this Covenant, each and every contract, deed, or other instrument hereafter executed conveying the Property or portion thereof shall expressly provide that such conveyance is subject to this Covenant, provided, however, that the covenants contained herein shall survive and be effective regardless of whether such contract, deed, or other instrument hereafter executed conveying the Property or portion thereof provides that such conveyance is subject to this Covenant. Section 12. Governing Law and Venue: This Covenant shall be construed and enforced pursuant to the laws of the State of Florida, excluding all principles of choice of laws, conflict of laws and comity. Any action pursuant to a dispute under this Covenant must be brought in Miami - Dade County and no other venue. All meetings to resolve said dispute, including voluntary arbitration, mediation, or other alternative dispute resolution mechanism, will take place in this venue. The parties both waive any defense that venue in Miami -Dade County is not convenient. Section 13. Fixed Units. CRA-Assisted Units shall be handled as "Fixed Units," meaning that they are specifically designated units within the Project. CRA and Borrower acknowledge and agree that the Project will contain two hundred thirty-one (231) residential rental units and that all two hundred thirty-one (231) residential rental units shall be in compliance with the CRA-Assisted requirements set forth herein. Section 14. Attorney's Fees. In the event litigation, arbitration, or mediation, between the parties hereto, arises out of the terms of this Covenant, each party shall be responsible for its own attorney's fees. [Signature Page Follows] Page 4 of 8 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their undersigned officials as duly authorized. WITNESSES: Print Name: K ry 5c'( Address: if?? S tx; c jr-( 6��G:0—L 33/'IC Print Name: A,' Address: j /22 e Prs stray (ir'i STATE OF FLORIDA ) BORROWER: A&E DISTRICT HOLDING COMPANY, LLC, a Florida limited liability company By: LKDC Management LLC, a Florida limited liabil• y company, its manager By: Print Ole:�T. Krahe Title: uthorized Member Date: 5l , . 61 l' Z� ACKNOWLEDGMENT COUNTY OF MIAMI-DADE ) THE FOREGOING INSTRUMENT was acknowledged before me on this L lay of /I. ,/ , 2026 by LIAM T. KRAHE, as Authorized Member of LKDC Management LLC, a Florida linuted liability company, the manager of A&E District Holding Company, LLC, a Florida limited liability company. She/He is personally known to me or has produced a 1;cE, Otvuer L;cef,se as identification. CHRISTIAN CASTILLO Commission # HH 385556 Expires April 11, 2027 My Commission Expires:4,r, I LIB 2 m 23 Signature of Notary Public, State of Florida Printed Name of Notary Public Page 5 of 8 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their undersigned off��„��;� � authorized. ATTEST: To d B. ' annon ity Date: 6 4-126 2- APPROVED AS TO FORM AND CORRECTNESS: sifGeorge . Wysong I General Counsel OU-r306-) CRA: OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("CRA") By: Fos Suarez Executive Director Exhibit A LEGAL DESCRIPTION OF THE PROPERTY 1. North East Miami Place Folio Number: 01-3136-005-0940 Lot 7 in Block 13, of ROBBINS-GRAHAM & CHILLINGSWORTH SUBDIVISION, according to the Plat thereof, as recorded in Plat "A", Page 49 1/2, of the Public Records of Miami -Dade County, Florida. AND 2. North East 15th Street/ NE Miami Place Folio Number: 01-3136-005-0980 The South 10 feet of Lot 10 and all of Lot 11, in Block 13 of ROBBINS-GRAHAM & CHILLINGSWORTH SUBDIVISION, according to the Plat thereof, as recorded in Plat "A", Page 49 1/2, of the Public Records of Miami -Dade County, Florida. AND 3. North East 1st Avenue Folio Number: 01-3136-005-0960 The South 30 feet of Lot 9 and the North 15 feet of Lot 12, less the East 10 feet thereof, in Block 13, of ROBBINS GRAHAM AND CHILLINGSWORTH SUBDIVISION, according to the Plat thereof, as recorded in Plat Book "A", Page 49 1/2, of the Public Records of Miami -Dade County, Florida. AND 4. 1516 NE 1st Avenue, Miami, Florida 33132 Folio Number: 01-3136-005-0950 Lot 8 and the North 30 feet of Lot 9 less the East 10 feet thereof, in Block 13, of ROBBINS GRAHAM AND CHILLINGSWORTH SUBDIVISION, according to the Plat thereof, as recorded in Plat Book "A", Page 49 1/2, of the Public Records of Miami -Dade County, Florida. AND 5. 1515 NE Miami Place, Miami, Florida 33132 Folio Number: 01-3136-005-0970 The North 50 feet of Lot 10 in Block 13 of ROBBINS-GRAHAM & CHILLINGSWORTH SUBDIVISION, according to the Plat thereof, as recorded in Plat "A", Page 49 1/2, of the Public Records of Miami Dade County, Florida. AND 6. 1502 NE 1st Avenue, Miami, Florida 33132 Folio Number: 01-3136-005-0990 The South 45 feet of Lot 12, less the South 5 feet and less the East 10 feet thereof, in Block 13, of ROBBINS GRAHAM AND CHILLINGSWORTH SUBDIVISION, according to the Plat thereof, as recorded in Plat Book "A", Page 491 /2, of the Public Records of Miami - Dade County, Florida. EXHIBIT "H" FORM OF RENT REGULATORY AGREEMENT Prepared by, and after recording return to: George K. Wysong III, Esq. General Counsel for the Omni CRA City Attomey, City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 Tel: (305) 416-1800 Property Address: Folios: 01-3136-005-0940, 01-3136-005-0980, 01-3136-005-0960, 01-3136-005-0950, 01-3136-005-0970, and 01-3136-005-0990 RENT REGULATORY AGREEMENT FOR A&E DISTRICT HOLDING COMPANY, LLC (CRA FUNDS) THIS RENT REGULATORY AGREEMENT ("Regulatory Agreement") is entered into this 29 day M ay , 2026, between A&E DISTRICT HOLDING COMPANY, LLC, a Florida limited liability company, whose principal address is 1221 Brickell Avenue, Suite 900 - #274, Miami, Florida 33131 (hereinafter referred to as "Borrower") and the OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes, with a principal office located at 1401 N..Miami Avenue, Miami, FL, 33136 (hereinafter the "CRA"). The execution of this Regulatory Agreement by the Borrower is in connection with the Forgivable Loan Agreement and use of CRA Funds (the "Loan"), secured by certain loan documents to be executed in connection therewith (the "Loan Documents"), for the construction and development of a total of five hundred seventy-six (576) multifamily residential units, of which two hundred thirty-one (231) units will be CRA-assisted units (the "CRA-Assisted Units") of that certain project located in the County of Miami -Dade, State of Florida, legally described in Exhibit "A," attached hereto and incorporated herein. In accordance with the requirements set forth in (i) that certain Forgivable Loan Agreement executed of even date herewith by the Borrower and the CRA for the CRA funds (the "Agreement"), and (ii) the other Loan Documents of even date therewith between the Borrower and the CRA. Two hundred thirty-one (231) are considered "CRA-Assisted" and all of the CRA- Assisted Units are subject to the restrictions provided herein. The two hundred thirty-one (231) CRA-Assisted Units shall be "fixed" units, meaning that they are specifically designated units. Two hundred thirty-one (231) Project units shall be, at any one time, in compliance with the CRA- Assisted Units requirements set forth herein and in the Loan Documents, including but not limited to the Covenant on the property legally described in Exhibit "A," attached hereto and incorporated herein. As consistent with the Loan Agreement, the "Affordability Period" for this Project will be Thirty (30) years, commencing on the Close -Out of the Project. The Project shall, for thirty years (during the Affordability Period and subject to Existing Tenants) maintain the following unit mix structure: ten (10) units affordable to Moderate -Income residents at one hundred percent (100%) 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 ("AMI"), and two hundred twenty-one (221) units affordable to Moderate -Income residents at one hundred twenty percent (120%) AMI (collectively, the "Unit -Mix"). 1 Borrower hereby agrees to the following terms, conditions and covenants until the end of the Affordability Period: (1) Existing Tenant Occupancy Requirements. Tenants with existing leases who are occupying CRA Assisted Units at the time that the rehabilitation of the Project commences (each an "Existing Tenant") will be allowed to retain their existing apartment, or new apartment within development, at the "New Rent For Existing Tenants" rent level set forth below, with annual adjustments based on the Consumer Price Index CPI. Borrower will not terminate the lease of an Existing Tenant except in accordance with the terms of such Existing Tenant's lease or otherwise as permitted pursuant to applicable law. If an Existing Tenant wishes to renew its expiring lease, and there are no uncured defaults under such expiring lease, then Borrower shall renew such Existing Tenant's lease subject rental rate increases as provided for above in this Paragraph (1). An Existing Tenant may not assign its lease except to a spouse, parent, sibling or any lineal descendant of such Existing Tenant; said spouse, parent, sibling, or lineal descendant must meet the AMI requirements of this Regulatory Agreement in compliance with the Unit Mix. (2) New -Tenant Occupancy Requirements. If a Unit is vacant at the time that this Regulatory Agreement is executed or when an Existing Tenant vacates such Existing Tenant's CRA Assisted Unit, then such Unit shall thereafter be made available to tenants who qualify under the CRA-Assisted Unit requirements as set forth in this Regulatory Agreement, as follows: a. Maximum Rent Levels. The rents charged on all CRA-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 May 1, 2026 are as follows: Unit Type Number of Units Monthly Per Unit Rent Unit Area Median Income 0-BR 159 $2,862 120% 1-BR 47 $3,066 120% 1-BR 10 $2,555 100% 2-BR 15 $3,678 120% The foregoing maximum rents does not include utilities. Tenants will be responsible for their own utilities. In no event will the monthly rent on a CRA-Assisted Unit exceed the maximum rent levels as provided for in this Paragraph (2)(a). Rents shall not be adjusted for changes in income or HUD published maximums until lease renewal. The Project must at all times (during the Affordability Period and subject to Existing Tenants) maintain the Unit -Mix. b. Income Re -certification. Tenant income for CRA-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 CRA, in accordance with Paragraph (4) of this Regulatory Agreement. Existing Tenants are not subject to Income Certification, or Re - Certification. 2 c. Deposits and Pre -payments. Borrower shall not require, as a condition of occupancy or leasing of any CRA-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. d. Prohibited Lease Provisions. The Borrower's leases for CRA- Assisted Units shall not contain any of the following provisions: i. 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. ii. 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 CRA-Assisted Unit after the tenant has moved out. iii. 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. iv. 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. v. 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. vi. 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. vii. 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. viii. Excusing owner from responsibility. A tenant lease may not contain a provision whereby the tenant agrees not to hold the landlord or the landlord's agents legally responsible for any action or failure to act, whether intentional or negligent. (3) Annual Reporting. Each year, on the anniversary of the issuance of the certificate of occupancy/certificate of completion for the Project or Close -Out of the Project in accordance with the Agreement, and at other times at the request of the CRA (but in no event more than two (2) times in any 12-month period), the Borrower shall furnish occupancy reports in a 3 form approved by the CRA, and shall provide the CRA with such other information as may be requested by the CRA relative to income, expenses, assets, liabilities, contracts, operations, and condition of the Project and/or the CRA-Assisted Units. (4) Inspections. The Borrower agrees to submit the CRA-Assisted Units to an annual re -inspection to ensure 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 (provided however, in the event that the deficiencies or violations are not of a type which can be resolved in 30-days, the Borrower shall have an additional 30 days of time to correct the same so long as Borrower is diligently endeavoring to cause such correction). At any time other than an annual inspection, the CRA may, in its discretion, inspect any CRA-Assisted Unit. The Borrower and the tenant will be provided with the results of the inspection and the time and the method of compliance and corrective action that must be taken. All inspections by the CRA shall (1) be done during normal business hours, (2) upon at least 48-hours prior notice to the Borrower and tenant, and (3) in a manner so as to not materially interfere with the tenant's occupancy of the CRA-Assisted Unit. (5) Record -keeping. The Property, including the CRA-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. Borrower shall keep copies of all written contracts and other instruments which affect the CRA-Assisted Units, all or any of which may be subject to reasonable inspection and examination by the CRA its agents or assigns. 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 (8) of this Regulatory Agreement. (6) Default. Upon the occurrence of a violation of any provision of this Regulatory Agreement, the CRA shall give written notice thereof to the Borrower, by registered or certified mail, FedEx or similar overnight courier (with tracking confirmation), addressed to the Borrower's address as stated in this Regulatory Agreement, or to such other address(es) as may subsequently, upon appropriate written notice thereof to the CRA, be designated by the Borrower. In the case of a Borrower which is a corporation or partnership, notices may also be sent by the CRA to the address of the corporation's chief executive officer or to all general partners, as applicable, at the CRA's discretion. If such violation is not corrected to the CRA's reasonable satisfaction, within thirty (30) days after the date such notice is delivered (as evidenced by tracking information or USPS return receipt), if such violation cannot practicably be cured within thirty (30) days, then within such additional time as may be required to effect a cure, so long as the cure is commenced within thirty (30) days and is diligently prosecuted), without further notice the CRA 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 Agreement and -Loan Documents. All notices under this Regulatory Agreement shall be in writing and addressed as follows: 4 To Borrower: A&E District Holding Company, LLC 1221 Brickell Avenue, Suite 900 - #274 Miami, Florida 33136 Attention: Liam T. Krahe To City: Omni Redevelopment District Community Redevelopment Agency 1401 North Miami Ave, 2nd Floor Miami, Florida Attn: Carlos Suarez, Executive Director With Copy To: George K. Wysong III. General Counsel Office of the City Attorney, City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 (7) Fines. Upon the occurrence (and continuance beyond applicable grace, notice and/or cure periods) of a violation of any provision of this Regulatory Agreement, and regardless of the nature of the violation, the CRA will assess (commencing upon the expiration of the applicable grace, notice and/or cure period) a flat monthly fine in the amount of One Hundred Dollars and no/cents ($100.00) per CRA-Assisted Unit that is the subject of such violation up to a maximum of One Thousand Dollars and no/cents ($1,000.00) per month, for each month the violation is not corrected, and pay same over to the CRA. 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. (8) Tenant Notice. Borrower agrees during the term of this Regulatory Agreement, to furnish each tenant of a CRA-Assisted Unit, at the execution or renewal of any lease or upon initial occupancy, if there is no lease, with a written notice in the following form: The rent charged for your apartment and the services included in that rent are subject to a Rent Regulatory Agreement between the landlord and the Omni Redevelopment District Community Redevelopment Agency, 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 CRA-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 CRA. (9) 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. 5 (10) 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. (11) 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. (12) Definitions. All capitalized terms used herein and not otherwise defined shall have the meanings provided in the Regulation, Forgivable Loan Agreement, and/or in the Loan Documents. (13) 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. (14) Severability. Invalidation of one of the provisions of this Regulatory Agreement by judgment of Court shall not affect any of the other provisions of the Covenant, which shall remain in full force and effect. (15) 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. (16) Governing Law and Venue. This Regulatory Agreement shall be construed and enforced pursuant to the laws of the State of Florida, excluding all principles of choice of laws, conflict of laws and comity. Any action pursuant to a dispute under this Regulatory Agreement must be brought in Miami -Dade County and no other venue. All meetings to resolve said dispute, including voluntary arbitration, mediation, or other alternative dispute resolution mechanism, will take place in this venue. The parties both waive any defense that venue in Miami -Dade County is not convenient. (17) Counterparts. This Regulatory 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 Regulatory Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Regulatory 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 Regulatory Agreement upon request. (18) 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. 6 [Signature Page Follows] IN WITNESS WHEREOF, the parties hereto have caused this Regulatory Agreement to be executed by their undersigned officials as duly authorized. WITNESSES: Print Name: ri4 ,Sc, I fi G s o I Address: 1 /72 SU 60,c f^tfA CO 6.4 6, pz. xi( Print Name: ar..r-del cr. a2 Address: it Co1.6l CA (cs 1`-LL r , STATE OF FLORIDA ) BORROWER: A&E DISTRICT HOLDING COMPANY, LLC, a Florida limited liability company By: LKDC Management LLC, a Florida limited liability company, its manager By: Print Nine,': Liam T. Krahe Title: Authorized Member Date: Vol, b ✓c O ACKNOWLEDGMENT COUNTY OF MIAMI-DADE ) THE FOREGOING INSTRUMENT was acknowledged before me on this Z4�4 day of A , 2026 by LIAM T. KRAHE, as Authorized Member of LKDC Management LLC, a Florida limited liability company, the manager of A&E District Holding Company, LLC, a jFlorida limited liability company. She/He is personally known to me or has produced a Pia p/'.Vcr L C rI�SC as identification. �o�*RYP�B�.�, CHRISTIANCASTILLo * "y?F * Commission # NH 385556 Sf6aF Fop?\o Expires April 11, 2027 My Commission Expires:Ar, / !� ZC 2? Signa o Notary Public, State of Florida Printed Name of Notary Public 8 IN WITNESS WHEREOF, the parties hereto have caused this Regulatory Agreement to be executed by their u .iiined officials as duly authorized. a. . E::11p IMITEM ATTEST: 101 I 0 K ♦ Lia__Todd H on, C Date: 6 .-f _/. J Z.(o CRA: OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("CRA") lerk of the Board By: Carlos . uarez, Executive Director APPROVED AS TO P URANCE APPROVED AS TO FORM AND REQUIREMENTS David Rui Interim D. ectok of Risk Management CORRECTNESS: George K. ysong III General Counsel Page 9 of 11 Exhibit A Legal Description of the Property 1. North East Miami Place Folio Number: 01-3136-005-0940 Lot 7 in Block 13, of ROBBINS-GRAHAM & CHILLINGSWORTH SUBDIVISION, according to the Plat thereof, as recorded in Plat "A", Page 49 1/2, of the Public Records of Miami -Dade County, Florida. AND 2. North East 15th Street/ NE Miami Place Folio Number: 01-3136-005-0980 The South 10 feet of Lot 10 and all of Lot 11, in Block 13 of ROBBINS-GRAHAM & CHILLINGSWORTH SUBDIVISION, according to the Plat thereof, as recorded in Plat "A", Page 49 1/2, of the Public Records of Miami -Dade County, Florida. AND 3. North East 1st Avenue Folio Number: 01-3136-005-0960 The South 30 feet of Lot 9 and the North 15 feet of Lot 12, less the East 10 feet thereof, in Block 13, of ROBBINS GRAHAM AND CHILLINGSWORTH SUBDIVISION, according to the Plat thereof, as recorded in Plat Book "A", Page 49 1/2, of the Public Records of Miami -Dade County, Florida. AND 4. 1516 NE ist Avenue, Miami, Florida 33132 Folio Number: 01-3136-005-0950 • Lot 8 and the North 30 feet of Lot 9 less the East 10 feet thereof, in Block 13, of ROBBINS GRAHAM AND CHILLINGSWORTH SUBDIVISION, according to the Plat thereof, as recorded in Plat Book "A", Page 49 1/2, of the Public Records of Miami -Dade County, Florida. AND 5. 1515 NE Miami Place, Miami, Florida 33132 Folio Number: 01-3136-005-0970 Page 10 of 11 The North 50 feet of Lot 10 in Block 13 of ROBBINS-GRAHAM & CHILLINGSWORTH SUBDIVISION, according to the Plat thereof, as recorded in Plat "A", Page 49 1/2, of the Public Records of Miami Dade County, Florida. AND 6. 1502 NE 1st Avenue, Miami, Florida 33132 Folio Number: 01-3136-005-0990 The South 45 feet of Lot 12, less the South 5 feet and less the East 10 feet thereof, in Block 13, of ROBBINS GRAHAM AND CHILLINGSWORTH SUBDIVISION, according to the Plat thereof, as recorded in Plat Book "A", Page 49 1/2, of the Public Records of Miami - Dade County, Florida. Page 11 of 11 INTERCREDITOR AND SUBORDINATION AGREEMENT THIS INTERCREDITOR AND SUBORDINATION AGREEMENT ("Agreement") is entered into as of June 4_, 2026 (the "Effective Date"), by and among RL A&E MIAMI LLC, a Florida limited liability company (as successor -in -interest to ROK LENDING LLC) ("Senior Lender"), OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("Omni Lender"), A&E DISTRICT HOLDING COMPANY, LLC, a Florida limited liability company ("Borrower"), and A&E DISTRICT HOLDINGS SPE, LLC, a Florida limited liability company ("Pledgor"). Senior Lender, Mezzanine Lender, and Omni Lender are sometimes collectively referred to herein as the "Lenders" and each individually as a "Lender."). RECITALS A. Borrower owns that certain real property located in Miami -Dade County, Florida and more fully described in Exhibit A attached hereto (the "Property"). B. Senior Lender has made a loan to Borrower in the original principal amount of Twelve Million Seven Hundred Fifty Thousand Dollars ($12,750,000.00) (the "Senior Loan"), which is evidenced by a promissory note dated May 30, 2025 (the "Senior Note") and secured by, among other things, a Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated May 30, 2025 and recorded in the Official Records of Miami -Dade County, Florida (the "Senior Mortgage"), granting a first -priority lien on the Property. The Senior Note, Senior Mortgage, and all other documents executed in connection with the Senior Loan, as each may be amended, extended, restated, supplemented, increased, consolidated, renewed, or otherwise modified or replaced from time to time, are collectively referred to as the "Senior Loan Documents." C. Omni Lender has made or will make a forgivable loan to Borrower in the original principal amount of Two Million Five Hundred Thousand Dollars ($2,500,000.00) (the "Omni Loan"), which is or will be evidenced by a promissory note (the "Omni Note") and secured by a mortgage encumbering the Property (the "Omni Mortgage"), granting a second -priority lien on the Property. The Omni Note, Omni Mortgage, and all other documents executed in connection with the Omni Loan, including the Forgivable Loan Agreement, the Covenant, and the Rent Regulatory Agreement between Borrower and Omni Lender, as each may be amended, extended, restated, supplemented, increased, consolidated, renewed, or otherwise modified or replaced from time to time, are collectively referred to as the "Omni Loan Documents" (and together with the Senior Loan Documents the "Loan Documents"). NOW, THEREFORE, in consideration of Senior Lender's continued extension of credit, Omni Lender's provision of the Omni Loan, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: AGREEMENT 1. Recitals. The Recitals set forth above are incorporated herein by reference. 2. Lien Subordination. The Senior Mortgage shall at all times be and remain a first -priority lien on the Property.; The Omni Mortgage shall at all times be and remain a second -priority lien on the Property, . Omni Lender hereby unconditionally and irrevocably subordinates, to the fullest extent permitted by law, all liens, security interests, and other rights of Omni Lender in and to the Property and all other collateral of Borrower to the liens, security interests, and all other rights of Senior Lender under the Senior Loan Documents. The Omni Mortgage shall at all times be junior and subordinate to the Senior Mortgage, regardless of the date, time, order, or method of recording, attachment, or perfection of such liens. For the avoidance of doubt, the priority of liens on the Property shall at all times be: first, Senior Lender; second, Omni Lender.. Page 1 of 13 3. Payment Subordination. (a) All payments and distributions on account of the Omni Loan shall be subordinate and subject in right of payment to the prior indefeasible payment in full of the Senior Loan. Until the Senior Loan has been indefeasibly paid in full in cash, Omni Lender shall not accept or receive any payment (whether in cash, property, or by setoff) on account of theOmni Loan from Borrower or from any proceeds of the Property, except as expressly permitted in writing by Senior Lender. (c) Any payment received by Omni Lender in violation of this Section shall be held in trust for Senior Lender and promptly paid over for application to the Senior Loan (or Omni Loan, as applicable). 4. Standstill. Notwithstanding anything to the contrary in the Omni Loan Documents: (i) Omni Lender shall not, directly or indirectly, accelerate, demand, sue for, accept, or collect any payment on account of the Omni Loan, exercise any remedy, enforce any lien, commence or prosecute any foreclosure or other enforcement action, seek appointment of a receiver, or take any other action against Borrower, Pledgor, any guarantor, or the Property, until the earlier of (A) the indefeasible payment in full of the Senior Loan, or (B) the date that is one hundred eighty (180) days after written notice to Senior Lender of a declared default under the Omni Loan Documents (the "Standstill Period"); During any Standstill Period, the applicable subordinate lender may only provide notices of default to Borrower and Senior Lender and may take such other protective actions as are necessary to preserve its rights without violating this Section; provided, however, that notwithstanding any Standstill Period or other restriction set forth herein, (a) Omni Lender shall have the right, but not the obligation, to advance funds pursuant to the Omni Loan Documents for the purpose of paying real estate taxes, insurance premiums, costs of necessary repairs to the Property, and curing other defaults by Borrower under the Omni Loan Documents, and any such advances shall not be deemed a violation of this Section or an exercise of remedies prohibited hereby, and (b) nothing contained herein shall impair, limit, restrict, or otherwise prohibit the Omni Lender's rights and remedies under the Covenant and Rent Regulatory Agreement, including, without limitation, the right to assess and collect the flat monthly fines set forth therein upon the occurrence and continuance of a violation beyond applicable grace, notice, and/or cure periods, and the exercise of such rights and remedies shall not be deemed a violation of this Section or subject to any Standstill Period; provided, further, that all such rights and remedies shall remain cumulative with any and all other remedies available at law or in equity under the Rent Regulatory Agreement and/or the Omni Loan Documents. Any foreclosure, enforcement action, or exercise of remedies by a subordinate lender in violation of this Section shall be void ab initio. 5. No Exercise of Remedies. (a) Subject to the provisions in Section 4 hereof, Omni Lender agrees that it shall not exercise any right, power, or remedy under the Omni Loan Documents, at law, or in equity, or take any enforcement action of any kind against Borrower, any guarantor, or the Property, until the Senior Loan has been indefeasibly paid in full and all applicable Standstill Periods have expired. (c) Omni Lender shall not interfere with, obstruct, or delay Senior Lender's exercise of any rights or remedies under the Senior Loan Documents. 6. No Interference with Senior Lender Remedies. (a) Subject to the provisions in Section 8 hereof, Omni Lender agrees that Senior Lender may exercise any and all rights and remedies under the Senior Loan Documents, in any order and at any time, without Page 2 of 13 notice to or consent of Omni Lender, and without affecting or impairing the subordination and other provisions of this Agreement. Without limiting the generality of the foregoing, Omni Lender shall not: (i) challenge, contest, or object to any exercise of remedies by Senior Lender; (ii) assert any claim or defense that Senior Lender's exercise of remedies was commercially unreasonable or otherwise improper; (iii) seek to marshal assets or otherwise interfere with Senior Lender's realization upon the Property; or (iv) bid at any foreclosure sale or otherwise acquire the Property or any interest therein except subject to the Senior Loan Documents. 7. Application of Proceeds; Waterfall. All proceeds from any sale, disposition, or realization upon the Property (whether through foreclosure, trustee's sale, deed in lieu, or otherwise), or from any insurance or condemnation proceeds, or from any other source in connection with the Loan Documents, shall be applied in the following order of priority: first, to pay all amounts owing to Senior Lender under the Senior Loan Documents until the Senior Loan is indefeasibly paid in full, including principal, interest, default interest, fees, costs, expenses, and protective advances; second, to pay all amounts owing to Omni Lender under the Omni Loan Documents until the Omni Loan is indefeasibly paid in full; and third, any surplus to Borrower or as otherwise required by law. The parties acknowledge that the Omni Loan is a forgivable loan under certain conditions set forth in the Omni Loan Documents. To the extent the Omni Loan is forgiven in accordance with the Omni Loan Documents, no amounts shall be payable to Omni Lender under this waterfall provision. Omni Lender agrees to remit promptly to Senior Lender any amounts received in violation of this Section for application to the Senior Loan. 8. Senior Lender's Rights. Senior Lender may, in its sole discretion and without notice to or consent of Omni Lender: (a) modify, amend, extend, renew, refinance, increase, or supplement the Senior Loan Documents, including any increase in the principal amount of the Senior Loan (provided, however, that the aggregate principal amount of the Senior Loan shall not exceed $15,000,000 without the prior written consent of Omni Lender); (b) release, substitute, or exchange any collateral securing the Senior Loan; (c) release any guarantor or other obligor; (d) exercise or refrain from exercising any rights or remedies; (e) grant waivers, extensions, or modifications; (f) make additional advances or protective advances; and (g) take or omit to take any other action. No such action by Senior Lender shall affect or impair the subordination or other provisions of this Agreement or the obligations of Omni Lender hereunder; provided, however, notwithstanding anything herein to the contrary, nothing contained in this Agreement or in any Senior Loan Document shall amend, modify, terminate, extinguish, invalidate, impair, or otherwise affect the Covenant or Rent Regulatory Agreement recorded against the Property, or any of the Omni Lender's rights, remedies, restrictions, covenants, obligations, or enforcement rights thereunder, including, without limitation, the affordability restrictions, tenant and reporting requirements, inspection rights, fines, default remedies, and all other covenants running with the land set forth therein, all of which shall remain in full force and effect and binding upon the Property and all successors and assigns in accordance with the terms of the Covenant and Rent Regulatory Agreement. 9. No Challenge to Senior Lien. Omni Lender acknowledges the validity, enforceability, and first -priority status of the Senior Loan Documents and the lien of the Senior Mortgage, and agrees not to challenge, contest, or raise any defense to the same. Omni Lender waives any right to assert any claim that the Senior Mortgage is invalid, unenforceable, or junior in priority to any lien of Omni Lender. 10. Subordinate Lender Acknowledgments. Omni Lender acknowledges and agrees that: (a) the subordination and other provisions of this Agreement are given in consideration of Senior Lender's continued extension of credit and, with respect to Omni Lender, the provision of the Omni Loan; (b) Senior Lender has relied on this Agreement in making and continuing the Senior Loan; (c) such Lender has received fair consideration for entering into this Agreement; (d) this Agreement is enforceable against such Lender regardless of whether Borrower is in default under such Lender's loan documents; (e) the terms of this Agreement shall apply in any bankruptcy, insolvency, receivership, or similar proceeding; and (f) such Lender shall not file any claim or proof of claim in any such proceeding that is inconsistent with the terms of this Agreement; provided, however that if a bankruptcy proceeding is commenced then subordinate lender shall be permitted to respond and/or intervene in such proceedings without additional consent from such Senior Lender. Page 3 of 13 11. Borrower Acknowledgments. Borrower acknowledges and agrees to the terms of this Agreement and agrees to make all payments in accordance with the priority set forth herein. Borrower shall not make any payment on the Omni Loan in violation of this Agreement. Borrower shall give prompt written notice to all Lenders of any default or event of default under any of the Loan Documents. Cure Rights. (a) Senior Lender shall have the right, but not the obligation, to cure any default under the Omni Loan Documents on behalf of BorrowerOmni Lender each agree to accept any such cure from Senior Lender. Any amounts paid by Senior Lender to cure such defaults shall be added to the Senior Loan and secured by the Senior Loan Documents. (b) Omni Lender shall have the right, but not the obligation, to cure any default under the Senior Loan Documents on behalf of Borrower, and Senior Lender agrees to accept any such cure from Omni Lender; provided, however, that (i) with respect to monetary defaults under the Senior Loan Documents, Omni Lender's cure right must be exercised within ten (10) days following the later of (A) Omni Lender's receipt of notice of such default, and (B) the expiration of any cure period afforded to Borrower under the Senior Loan Documents; and (ii) with respect to non -monetary defaults under the Senior Loan Documents, Omni Lender's cure right must be exercised within thirty (30) days following the later of (A) Omni Lender's receipt of notice of such default, and (B) the expiration of any cure period afforded to Borrower under the Senior Loan Documents. 12. Notice Rights. (a) Senior Lender shall provide written notice to Omni Lender of (i) any default or event of default under the Senior Loan Documents; (ii) any acceleration of the Senior Loan; (iii) commencement of any foreclosure or other enforcement action; and (iv) any material amendment to the Senior Loan Documents. (b) Omni Lender shall provide written notice to Senior Lender of (i) any default or event of default under the Omni Loan Documents; and (ii) any acceleration of the Omni Loan. (c) Notices shall be provided promptly but in no event later than five (5) business days after the occurrence of the event requiring notice. 13. Collateral Control. (a) Senior Lender shall have exclusive control over the Property and all proceeds thereof until the Senior Loan is indefeasibly paid in full. Omni Lender not shall take any action to control, possess, or otherwise exercise dominion over the Property or any proceeds thereof except in accordance with this Agreement after payment in full of the Senior Loan. (b) All insurance proceeds and condemnation awards shall be applied in accordance with the priority waterfall set forth herein, and no subordinate lender shall have any right to direct the application of such proceeds except in accordance with this Agreement. 14. Turnover. If any subordinate lender receives any payment, distribution, or proceeds with respect to the Loan Documents or the Property that is required to be paid to a senior lender under this Agreement, such subordinate lender shall hold such payment, distribution, or proceeds in trust for the benefit of such senior lender and shall promptly turn over such payment, distribution, or proceeds to such senior lender in the form received (with any necessary endorsements). Until so turned over, such payment, distribution, or proceeds shall be held by such subordinate lender as trustee for such senior lender. The provisions of this Section shall survive the termination of this Agreement. Page 4 of 13 15. Right to Purchase. (a) Upon the occurrence of a declared default under the Senior Loan Documents, Omni Lender shall have the option to purchase the Senior Loan and all Senior Loan Documents from Senior Lender at a purchase price equal to the aggregate outstanding principal amount of the Senior Loan plus all accrued and unpaid interest (including default interest), fees, costs, expenses, protective advances, and all other amounts due to Senior Lender thereunder. Such purchase right must be exercised by written notice to Senior Lender within forty-five (45) days (with respect to Omni Lender) or one hundred five (105) days (with respect to Mezzanine Lender) following receipt of notice of such declared default. 16. Senior Lender Consent Rights. Without the prior written consent of Senior Lender: (a) neither Omni Lender shall not (i) increase the principal amount of its respective loan (except as provided for in Section 4 hereof, for protective advances or to pay accrued interest), (ii) increase the interest rate on its respective loan (other than imposition of a default rate as provided in its loan documents), (iii) shorten the maturity date of its respective loan (other than by permitted acceleration), (iv) take any additional liens on any assets of Borrower or Pledgor, or (v) subordinate its loan to any indebtedness other than the Senior Loan; (b) Omni Lender shall not modify, amend, or waive any term of the Omni Loan Documents that would adversely affect Senior Lender's rights or priority; and (c) neither Borrower nor any subordinate lender shall take any action that would impair or diminish the value of the Property or Senior Lender's rights therein. (b) Without the prior written consent of Omni Lender (such consent not to be unreasonably withheld). 17. Transfer of Loans. (a) Senior Lender may sell, assign, or transfer the Senior Loan and/or the Senior Loan Documents to any person without the consent of Omni Lender; provided that any transferee shall agree to be bound by this Agreement. (b) Omni Lender may sell, assign, or transfer the Omni Loan and/or the Omni Loan Documents only with the prior written consent of Senior Lender and Mezzanine Lender (such consents not to be unreasonably withheld); provided that any transferee shall agree to be bound by this Agreement. (d) Notwithstanding anything contained herein or in any of the Loan Documents to the contrary, no sale, assignment, transfer, foreclosure, deed in lieu of foreclosure, transfer by operation of law, or other realization upon or disposition of the Property or any interest therein by Senior Lender, Omni Lender, or any successor or transferee thereof shall amend, modify, terminate, extinguish, invalidate, release, or otherwise impair (i) the Covenant recorded against the Property, or (ii) the Rent Regulatory Agreement recorded against the Property, including all affordability restrictions, tenant protections, reporting requirements, inspection rights, fines, remedies, and other obligations and restrictions contained therein. The parties expressly acknowledge and agree that the Covenant and the Rent Regulatory Agreement constitute covenants running with the land and shall remain binding upon the Property and all present and future owners, tenants, successors, assigns, transferees, foreclosure purchasers, and any other party acquiring any interest in the Property, for the full term set forth therein, unless expressly terminated or released in writing by the CRA in accordance with the terms thereof. 18. Termination. This Agreement shall remain in full force and effect until (a) the Senior Loan has been indefeasibly paid in full (at which time the rights and obligations of Senior Lender under this Agreement shall terminate); (b) the Omni Loan has been indefeasibly paid in full (at which time the rights and obligations of Omni Lender under this Agreement shall terminate). This Agreement shall terminate in its entirety when all three conditions have been satisfied. 19. Notices. All notices under this Agreement shall be in writing and delivered by personal delivery, nationally recognized overnight courier, or certified mail (return receipt requested), or by email with confirmation of receipt, to the addresses set forth on the signature pages hereto, or to such other address as a party may designate by written notice. Notice shall be deemed given upon receipt (or refusal of receipt). 20. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflicts of law principles. The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Miami -Dade County, Florida for any dispute arising under Page 5 of 13 this Agreement. EACH PARTY HEREBY WAIVES ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION ARISING OUT OF THIS AGREEMENT. 21. Amendments; Waivers. This Agreement may not be amended, modified, or waived except by a written instrument signed by Senior Lender, Omni Lender, and Borrower; provided, however, that no amendment, modification, or waiver that adversely affects the rights of Pledgor shall be effective without Pledgor's written consent. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, and no waiver shall be effective unless in writing and signed by the waiving party. No delay or failure to exercise any right shall constitute a waiver thereof. 22. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that Omni Lender may not assign its rights or obligations under its respective loan documents or this Agreement without the prior written consent of Senior Lender , except as otherwise expressly provided herein. 23. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed original signatures for all purposes. 24. Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. 25. No Third -Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and assigns, and nothing herein shall be construed to confer any rights upon any other person. 26. Further Assurances. Each party agrees to execute and deliver such further documents and instruments and to take such further actions as may be reasonably necessary or appropriate to carry out the purposes and intent of this Agreement. 27. Attorney's Fees. In the event litigation, arbitration or mediation between the parties hereto arises out of the terms of this Agreement, each party shall be responsible for its own attorney's fees, costs, charges and expenses through the conclusion of all appellate proceedings, and including any final settlement or judgment. [Signature Pages Follow] Page 6 of 13 IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. SENIOR LENDER: RL A&E MIAMI LLC, a Florida limited liability co pa y By: Name: Bryan Morjain Title: Manager Intercreditor Agreement — A&E District — Signature Page ATTEST: B ,,..r-Todd , non, Clerk of the Board Date: 01 �'. t, v(' * aAlE° € 1 11 11 ... r. r; /47 OMNI LENDER: OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("CRA") By: Carlos T. Suarez, Executive Director APPROVED AS TO FORM AND REQUIREMENTS CORRECTNESS: /\ f George K. ysong III, GenW•al Counsel N-Ounic) Intercreditor Agreement — Omni CRA — Signature Page (Omni Lender) BORROWER: A&E DISTRICT HOLDING COMPANY, LLC, a Florida limit /.ility company By: Name: L. Title: Authorized Member Intercreditor Agreement — A&E District — Signature Page PLEDGOR: A&E DISTRIC HOLDINGS SPE, LLC, a Florida 1im',!' 'lity company By: Name: Title: Authorized Member Intercreditor Agreement — A&E District — Signature Page EXHIIBIT A LEGAL DESCRIPTION OF PROPERTY 1. North East Miami Place Folio Number: 01-3136-005-0940 Lot 7 in Block 13, of ROBBINS-GRAHAM & CHILLINGSWORTH SUBDIVISION, according to the Plat thereof, as recorded in Plat "A", Page 49 1/2, of the Public Records of Miami -Dade County, Florida. AND 2. North East 15th Street/ NE Miami Place Folio Number: 01-3136-005-0980 The South 10 feet of Lot 10 and all of Lot 11, in Block 13 of ROBBINS-GRAHAM & CHILLINGSWORTH SUBDIVISION, according to the Plat thereof, as recorded in Plat "A", Page 49 1/2, of the Public Records of Miami - Dade County, Florida. AND 3. North East 1st Avenue Folio Number: 01-3136-005-0960 The South 30 feet of Lot 9 and the North 15 feet of Lot 12, less the East 10 feet thereof, in Block 13, of ROBBINS GRAHAM AND CHILLINGSWORTH SUBDIVISION, according to the Plat thereof, as recorded in Plat Book "A", Page 49 1/2, of the Public Records of Miami -Dade County, Florida. AND 4. 1516 NE 1st Avenue, Miami, Florida 33132 Folio Number: 01-3136-005-0950 Lot 8 and the North 30 feet of Lot 9 less the East 10 feet thereof, in Block 13, of ROBBINS GRAHAM AND CHILLINGSWORTH SUBDIVISION, according to the Plat thereof, as recorded in Plat Book "A", Page 49 1/2, of the Public Records of Miami -Dade County, Florida. AND 5. 1515 NE Miami Place, Miami, Florida 33132 Folio Number: 01-3136-005-0970 The North 50 feet of Lot 10 in Block 13 of ROBBINS-GRAHAM & CHILLINGSWORTH SUBDIVISION, according to the Plat thereof, as recorded in Plat "A", Page 49 1/2, of the Public Records of Miami Dade County, Florida. AND 6. 1502 NE 1st Avenue, Miami, Florida 33132 Folio Number: 01-3136-005-0990 The South 45 feet of Lot 12, less the South 5 feet and less the East 10 feet thereof, in Block 13, of ROBBINS GRAHAM AND CHILLINGSWORTH SUBDIVISION, according to the Plat thereof, as recorded in Plat Book "A", Page 49 1/2, of the Public Records of Miami -Dade County, Florida. Intercreditor Agreement — A&E District — EXHIBIT EXHIBIT B SENIOR LOAN DOCUMENTS 1. Promissory Note dated May 30, 2025 in the original principal amount of $12,750,000.00 from Borrower to Senior Lender 2. Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated May 30, 2025 recorded in the Official Records of Miami -Dade County, Florida Intercreditor Agreement — A&E District — EXHIBIT EXHIBIT D OMNI LOAN DOCUMENTS 1. Forgivable Loan Agreement (CRA Funds) for A&E District Holding Company, LLC dated as of 2026 between Borrower and Omni Lender 2. Promissory Note in the principal amount of $2,500,000.00 from Borrower to Omni Lender 3. Mortgage and Security Agreement from Borrower to Omni Lender encumbering the Property 4. Declaration of Restrictive Covenants relating to the Property 5. Rent Regulatory Agreement relating to the Property au\'''' Intercreditor Agreement — A&E District — EXHIBIT