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HomeMy WebLinkAbout23707AGREEMENT INFORMATION AGREEMENT NUMBER 23707 NAME/TYPE OF AGREEMENT BLOCK 55 RESIDENTIAL, L.P. DESCRIPTION MIAMI FOREVER BOND LOAN AGREEMENT/SAWYER'S WALK/MATTER ID: 21-269 EFFECTIVE DATE August 11, 2021 ATTESTED BY TODD B. HANNON ATTESTED DATE 8/11/2021 DATE RECEIVED FROM ISSUING DEPT. 12/2/2021 NOTE MIAMI FOREVER BOND LOAN AGREEMENT FOR BLOCK 55 RESIDENTIAL, LP This Miami Forever Bond Loan Agreement (this "Loan Agreement" or "Agreement") for Sawyer's Walk is dated as of this // day of �" , 2021, by and between the CITY OF MIAMI, a municipal corporation of the Sta e of Florida (hereinafter the "City" or "Lender") BLOCK 55 RESIDENTIAL, LP, a Florida limited partnership (hereinafter the "Project Sponsor" or "Borrower"). FUNDING SOURCE: MIAMI FOREVER BOND FUNDS AMOUNT: RESOLUTION: PROJECT NAME: PROJECT TYPE: TERM: AFFORDABILITY PERIOD: ASSISTED UNITS: IDIS NUMBER: ORACLE NUMBER: PROPERTY ADDRESS: Seven Million Five Hundred Thousand and 00/100 Dollars ($7,500,000.00) Housing and Commercial Loan Committee ("HCLC") approval of September 18, 2020 and October 23, 2020 Sawyer's Walk New Construction See Section 1.17 Thirty (30) years commencing on the Closeout of the Project Two hundred eighty nine (289) Project units 249 NW 6 Street Miami, Florida 33136 EXHIBITS ATTACHED HERETO AND INCORPORATED HEREIN: Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Exhibit H Exhibit I Exhibit J Exhibit K Legal Description Scope of Work/Project Schedule Budget Form of Disbursement Agreement Affirmative Marketing Procedures and Responsibilities Form of Mortgage and Security Agreement Form of Declaration of Restrictive Covenants Form of Rent Regulatory Agreement Signage Requirements Construction Insurance Requirements No Finder's Fee Affidavit Page 1 of 41 Schedule A Schedule of Permitted Financing RECITALS WHEREAS, the Project Sponsor is the owner of the real property ("Property") described in Exhibit "A." The Project Sponsor is constructing a new 18-story mixed -use commercial and residential project, which will include an affordable housing project to be known as "The Residences at Sawyer's Walk" (the "Building"), which Project will increase the supply of rental housing units for Very Low Income Households to Low Income Households to Moderately Low Income Households (ranging from 40% to 80% of AMI), by providing additional affordable rental units. WHEREAS, on September 18, 2020, October 23, 2020, January 28, 2021, and June 10, 2021 the City Commission and the City's HCLC approved an allocation of Miami Forever Bond ("Bond") funds in the amount of $7,500,000.00 for the construction of the affordable rental housing Project; and WHEREAS, the City and the Project Sponsor intend and agree that the Bond Funds be subject to the terms and conditions of this Agreement. NOW THEREFORE, in consideration of the mutual covenants and obligations herein contained, and subject to the terms and conditions hereinafter stated, the parties hereto understand and agree as follows: ARTICLE I DEFINITIONS The City and the Project Sponsor hereby agree that the capitalized terms used herein shall have the meanings set forth below unless the context requires otherwise: 1.1 Affordability Period: The period of time that the Assisted Units must remain affordable, in accordance with the terms of the Loan , Documents, for Very Low, Low, and Moderately ` Low Income individuals. The Affordability Period of this Project will be thirty (30) years commencing on Close -Out of the Project. 1.2 Affordable: 1.3 Assisted Unit(s) or Bond Assisted Unit(s) or City Assisted Units: A project or unit that satisfies the requirements set forth in 24 C.F.R. Part 570, and set forth in the City's Request for Proposals through which Borrower applied. Two hundred eighty nine (289) of the total five hundred seventy eight (578) Project units are set aside for occupancy Page 2 of 41 1.4 Bond Documents or Loan Documents: by Very Low, Low, and Moderately Low Income Households pursuant to the Bond Requirements throughout the Affordability Period. They are restricted for households with incomes at or below seventy percent (70%), eighty percent (80%), and forty percent (40%) of the median income for the area, as determined by Florida Housing Finance Corporation ("FHFC"), with adjustments and certain exceptions as provided by FHFC. Fifty five (55) of the total five hundred seventy eight (578) Project units shall be occupied for households with incomes at or below forty percent (40%) of the median income for the area, as determined by FHFC, with adjustments and certain exceptions as provided FHFC. Ninety four (94) of the total five hundred seventy eight (578) Project units shall be occupied by households with incomes at or below eighty percent (80%) of the median income for the area, as determined by FHFC, with adjustments and certain exceptions as provided FHFC. One hundred forty (140) of the total five hundred seventy eight (578) Project units shall occupied by households with incomes at or below seventy percent (70%) of the median income for the area, as determined by FHFC, with adjustments and certain exceptions as provided FHFC. Income Restrictions apply to these units as provided in this Agreement, the Covenant, the other Bond Documents and the Legal Requirements. This Agreement and all other documents that may now or hereafter evidence or secure the Bond Funds, together with other documents executed in connection therewith or presented by the Project Sponsor to the City in connection therewith or herewith, and all amendments, extensions and renewals to any of the foregoing. 1.5 Bond Funds, or, the Loan: The loan in the amount of $7,500,000.00 from the City to the Project Sponsor for Project construction. 1.6 Bond Program: 1.7 Bond Requirements: The program guidelines passed and adopted on March 14, 2019 by the City of Miami Commission in Resolution R-19- 0111, and any amendments thereto, and the program guidelines passed and adopted on July 25, 2019 by the City of Miami Commission in Resolution R-19-0325, and any amendments thereto. The requirements contained in (i) City of Miami Resolution R-19-0111 adopted by the City of Miami Commission on March 14, 2019, and any and all exhibits and amendments Page 3 of 41 1.8 Code: 1.9 Close -Out of the Project or Project Completion: 1.10 Contract Records: thereto, (ii) City of Miami Resolution R-19-0062 adopted by the City of Miami Commission on February 14, 2019, and any and all exhibits and amendments thereto, and (iii) the Miami Forever Bond Validation Final Judgment that was recorded on December 27, 2019 in Official Records Book 31743 at Page 4365 of the Public Records of Miami -Dade County, Florida. The Internal Revenue Code of 1986, as amended, and any successor statute, as it applies to low income housing credit dollar amounts, together with all applicable final, temporary proposed U.S. Treasury Regulations and Revenue Rulings thereunder. The date on which the Project has obtained all of the required final Certificate(s) of Occupancy and all 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 are or were produced, developed, maintained, completed, received or compiled by or at the direction of the Project Sponsor or any Project contractor or subcontractor in carrying out the duties and obligations required by the terms of this Agreement, including, but not limited to, financial books and records, ledgers, drawings, maps, pamphlets, designs, electronic tapes, computer drives and diskettes or surveys. 1.11 Effective Date: The date on which the City Clerk's attestation is affixed to this Agreement. 1.12 HUD: The U.S. Department of Housing and Urban Development. 1.13 Legal Requirements: The Bond Requirements, the Miami Forever Bond Validation Final Judgment that was recorded on December 27, 2019 in Official Records Book 31743 at Page 4365 of the Public Records of Miami -Dade County, Florida, the Rules of the FHFC, and any requirements imposed by the City and all local, state and federal requirements relating thereto and/or pertaining to the development, construction and/or operation of the Project under the Bond Program. Page 4 of 41 1.14 Mortgage: 1.15 Payment Date: 1.16 Proiect: 1.17 Property: 1.18 Term: 1.19 The Covenant: 1.20 Very Low Income Household: The Mortgage and Security Agreement collateralizing the Loan, executed by the Project Sponsor a copy of which is attached hereto and incorporated herein as Exhibit "F." Absent an event of default, the payment of the principal and any accrued interest on the loan will be deferred to the end of the Affordability Period, at which time the principal and accrued interest are due and payable (if not due sooner by reason of acceleration). New Construction of residential apartment units at 249 NW 6 Street Miami, Florida 33136. The project will consist of a total of five hundred seventy eight (578) units, comprised of one hundred ten (110) studio/one-bathroom units; two hundred eighty (280) one-bedroom/one-bathroom units; and one hundred righty eight (188) two-bedroom/two-bathroom units. The City Assisted Units shall be comprised as follows: fifty five (55) studio/one-bathroom units to be occupied by Very Low Income Households; one hundred forty (140) one-bedroom/one-bathroom units to be occupied by Moderately Low Income Households; and ninety four (94) two-bedroom/two-bathroom units to be occupied by Low Income Households. Two hundred eighty nine (289) residential apartment units out of a total five hundred seventy eight (578) Project units shall be City -assisted units and shall be subject to the Bond Requirements and the Loan Documents throughout the Affordability Period. The real property located at 249 NW 6 Street Miami, Florida 33136, as legally described in Exhibit "A" attached hereto and incorporated herein. The period commencing on the Effective Date hereof and ending at the expiration of the Affordability Period, unless this Agreement is terminated sooner as provided for herein. A Declaration of Restrictive Covenants executed by the Borrower and to be recorded in the Public Records of Miami -Dade County, Florida to ensure that all of the Assisted Units will qualify and remain Affordable, in the amount and the percentages identified herein, during the Affordability Period. A person or household whose annual income does not exceed fifty percent (50%) of the median income for the area, as determined by FHFC with adjustments for smaller Page 5 of 41 and larger families and with certain exceptions as provided by FHFC. 1.21 The Note: The Promissory Note of even date herewith evidencing the Loan, executed by the Project Sponsor in favor of the City. 1.22 Low Income Household: A person or households with income at or below eighty percent (80%) of the median income for Miami -Dade County, FL as determined by FHFC, with adjustments and certain exceptions as provided by FHFC. 1.23 Permitted Senior Financing: The loan(s) specified to be senior to the Loan as seen in Schedule A, attached hereto and incorporated herein, and shall include refinancing of the bonds issued by the Housing Finance Authority of Miami Dade County ("Miami Dade HFA Bonds") provided that the amount of the refinancing loan(s) does not exceed $170,000,000.00. For avoidance of doubt Permitted Senior Financing after the conversion of the Miami Dade HFA Bonds to permanent financing shall not include the debt listed in 1(c) on Schedule A. 1.24 General Partner: Pacific Southwest Community Development Corporation, a California nonprofit public benefit corporation 1.25 Moderately Low Income Household: 1.26 Partnership Agreement: A person or households with income at or below seventy percent (70%) of the median income for Miami -Dade County, FL as determined by FHFC, with adjustments and certain exceptions as provided by FHFC. The Amended and Restated Agreement of Limited Partnership of Block 55 Residential, LP, a Florida limited partnership, is dated as of July 1, 2021, and is made by and among Pacific Southwest Community Development Corporation, a California nonprofit public benefit corporation; Block 55 Owner, LLC, a Florida limited liability company; R4 SLFL Acquisition LLC, a Delaware limited liability company; and SG Manager, LLC, a Florida limited liability company. 1.27 Permitted Partial Release: See Section 12.23. 1.28 Senior Lender: Housing Finance Authority of Miami -Dade County, Florida, and its successors and assigns. Page 6 of 41 ARTICLE II BOND FUNDS Upon satisfaction of all conditions set forth herein, the City shall disburse the Bond Funds to the Project Sponsor for the purposes herein set forth. 2.1 USE OF FUNDS. The Residences at Sawyer's Walk Project, also known as Block 55, consisting of five hundred seventy eight (578) rental units, which are all for Very Low Income Households to Low Income Households. Two hundred eighty nine (289) Project units shall be set aside for Very Low Income Households, Low Income Households, and Moderately Low Income Households as Bond Assisted Units. The Bond funds shall be used for capital construction costs in accordance with the Scope of Work attached hereto as Exhibit "B" and the Budget attached hereto as Exhibit "C". No portion of the Bond funds shall be used for operating expenses of the Project. 2.2 COSTS INCURRED BY THE CITY. Notwithstanding any other provision of this Agreement, the Project Sponsor understands and agrees that $10,000.00 of the Bond Funds awarded to the Project shall be withheld from the first disbursement and used by the City to cover costs incurred by the City in administering this Agreement ant the Bond Program. Such costs may include, but are not limited to, environmental advertising costs, signage and recording fees. The $10,000.00 will be charged to the Project; any unused portion of such amount shall be automatically de -obligated and retained by the City. 2.3. COMMITMENT FEE. Project Sponsor agrees to pay the City a $5,000.00 commitment fee prior to the disbursement of any Bond Funds 2.4. RETAINAGE. Five percent (5%) of each draw request will be retained until the City has received, at the Borrower's sole cost, a Final Cost Certification prepared by an independent certified public accountant, both in form and substance acceptable to the City, which the City agrees may be in the same form required by FHFC and Housing Finance Authority. 2.5 DISBURSEMENT. The Bond Funds shall be disbursed in accordance with the Budget attached hereto and incorporated herein as Exhibit "C" and in the manner set forth in that certain Disbursement Agreement of even date herewith, a copy of which is attached hereto and incorporated herein as Exhibit "D" (the "Disbursement Agreement"). Bond Funds shall not be disbursed until the City receives evidence that the Project Sponsor has acquired the approved permits for the entire Project. Notwithstanding any provision herein or in any of the Loan Documents to the contrary, the Bond Funds shall not be available for disbursement hereunder until an environmental clearance report, in a form satisfactory to the City ("Environmental Clearance Report"), is received by the City or confirmation of exempt status has been obtained for the Project. This Agreement and the City's obligations hereunder and under any and all of the Loan Documents, including, but not limited to, the City's obligation to disburse Bond Funds hereunder, shall automatically terminate in the event that within six (6) months of the Effective Date hereof such Environmental Clearance Page 7 of 41 Report or confirmation of exempt status has not been obtained for the Project. The City acknowledges that the Environmental Clearance Report has been received. 2.6 REPAYMENT OF BOND FUNDS. Absent an Event of Default, payment of principal, and interest set forth in the Loan Documents shall not be required throughout the Affordability Period, however, commencing upon Close -Out of the Project, and continuing until the expiration of the Affordability Period, interest on the Bond Funds outstanding shall accrue at the rate of three percent (3%) per annum. The principal and any accrued interest will be deferred to the end of the thirty (30)-year Affordability Period, at which time the principal and accrued interest are due and payable, unless payable sooner upon acceleration as provided herein. Payment or reimbursement of the City's expenses as provided in Section 7.1 hereof shall not be deferred. 2.7 REIMBURSEMENT OF BOND FUNDS: The City shall reimburse Bond Funds upon the following: Eligible Project costs will be reimbursed with the submission of the appropriate request for payment form and all relevant partial releases of lien for the previous draw down. The fmal reimbursement request must include the fmal release of liens and also a certification by the general contractor and each subcontractor that there has been no kick -back according to the form that will be provided by the City. ARTICLE III DISBURSEMENT REQUIREMENTS 3.1 CONDITIONS OF DISBURSEMENT OF BOND FUNDS. The City shall not be obligated to disburse the Bond Funds, in accordance with Exhibit "D," unless and until the City has received the following: 3.1.1 Title Insurance. A title insurance commitment issued by a title insurance company acceptable to the City identifying the City's insurable interest in the Property, together with copies of all instruments which appear as exceptions therein. The title commitment and policy shall be issued without exceptions, except for those exceptions permitted by the City, and shall include such affirmative coverage as the City shall require. 3.1.2 Survey. An original current survey of the Property made by a registered surveyor satisfactory to the City and the title company and containing such certifications as the City and the title company may require. 3.1.3 Zoning. Evidence that the Property and the proposed improvements comply with all applicable zoning ordinances. Page 8 of 41 3.1.4 Corporate Documents. (a) The partnership agreement, or its equivalent, as appropriate, and a good standing certificate for the Project Sponsor certified by the appropriate governmental authority. (b) Resolutions, and incumbency certificates, or, in the case of a limited liability company, their equivalent, if applicable, certified by the manager or other authorized signer, authorizing the consummation of the transactions contemplated hereby, all satisfactory to the City. (c) Evidence reasonably satisfactory to the City that the Project Sponsor is qualified to receive funds under the Bond Program in accordance with the Bond Requirements. 3.1.5 Innsurance Policies. The Project Sponsor shall obtain and furnish evidence of insurance coverage as the City may require in connection with the Project, which may include, but is not limited to, the following: (a) Commercial General Liability with limits of not less than $1,000,000.00 per occurrence and $2,000,000.00 aggregate, protecting against property damage, advertising injury claims, personal injury and bodily injury, including death. The insurance policy shall be written on a primary and non- contributory basis and shall further list the City as an additional insured. (b) Business Auto Liability affording coverage on all owned autos, including hired and non -owned auto exposures with limits of $1,000,000 per accident. The City shall be listed as an additional insured. (c) Workers' Compensation and Employer's liability coverage subject to the statutory limits as required by the laws of the State of Florida. The Project Sponsor shall be required to obtain and maintain at all times the insurance coverage outlined under this Section, and shall further furnish evidence to the City of such. In addition, the Project Sponsor shall require its contractors to furnish certificates of insurance in accordance to Exhibit "J." To the extent available from the applicable insurance company, all such policies shall provide the City with a written notice of cancellation or material change from the insurer not less than thirty (30) days prior to any such cancellation or material change, and all such policies shall be written by insurance companies satisfactory to the City. Failure of the Project Sponsor to submit all required evidence of the specified insurance coverage fourteen (14) calendar days prior to the start of Project shall delay the disbursement of the Bond Funds. Page 9 of 41 3.1.6 Operative Documents. This Agreement, the Note, the Mortgage, the Covenant, the Rent Regulatory Agreement, as defined hereunder, the Disbursement Agreement, and any and all other Loan Documents shall be duly and lawfully executed by the Project Sponsor, as applicable, and in recordable form, where appropriate. 3.1.7 Appraisal. A current appraisal of the Property made by a member of the American Institute of Real Estate Appraisers. 3.1.8 List of Contractors and Subcontractors. A list of all of the Project contractors and subcontractors as of the date of execution of this Agreement, and copies of all contracts in excess of $10,000 for the performance of services or the supply of materials in connection with the Project to be funded pursuant to this Agreement. 3.1.9 Compliance with Bond Requirements. All other documents required by the Bond Program evidencing compliance with Bond Requirements. 3.1.10 Historic Preservation Review. All applicable requirements of the State of Florida Historic Preservation Department shall have been met prior to the disbursement of any funds hereunder. 3.1.11 Environmental Report. The Project Sponsor shall submit all information requested by the City with respect to the Project including, but not limited to, Phase I and Phase II Environmental Assessment Reports, as applicable. 3.1.12 Audit Report. The Project Sponsor shall submit to the City audit reports as are required herein. 3.1.13 Personnel Policies and Administrative Procedure Manuals. The Project Sponsor shall submit detailed documents describing the Project Sponsor's internal corporate organizational structure, property management and procurement policies and procedures, personnel management, accounting policies and procedures, etc. Such information shall be submitted to the City within thirty (30) days of the execution of this Agreement and prior to the disbursement of any funds hereunder. 3.1.14 Certificate Regarding Lobbying. Such Certificate Regarding Lobbying as may be requested by the City. 3.1.15 Certificate Regarding Debarment, Suspension, and Other Responsibility Matters. Such Certificate Regarding Debarment, Suspension and Other Responsibility Matters as may be requested by the City. 3.1.16 Public Entity Crime Affidavit. Such Public Entity Crime Affidavit as may be required by the City. 3.1.17 Environmental Clearance. Project construction must not commence, or if construction had commenced at the time of application for Bond funds, Page 10 of 41 construction must cease immediately, until City has conducted an environmental review and has issued a certification, or its functional equivalent, in writing, to Project Sponsor. 3.1.18 Project Sponsor Compliance. The Project Sponsor (or any related entity) shall be in full compliance with the requirements of other funded City projects that are either under construction or in their affordability periods, including, but not limited to, the requirements of OMB Circular No. A-133 and any other reporting and insurance requirements imposed by the City for those projects. 3.1.19 Affidavit. No Finder's Fee Affidavit, attached hereto and incorporated herein as Exhibit K. 3.1.20 Delivery of Other Documents. All other documents reasonably required by the City. 3.2. This Agreement shall be governed by the insurance requirements set forth in Exhibit "J" and any applicable provisions set forth in Article III. ARTICLE IV BOND REQUIREMENTS The Project Sponsor shall comply with the following Bond Requirements: 4.1 GENERAL. 4.1.1 The Project Sponsor shall maintain current documentation that its activities qualify under the Bond Requirements and the Bond Program. 4.1.2 The Project Sponsor shall ensure and maintain documentation that conclusively demonstrates that each activity assisted in whole or in part with Bond Funds is an activity which benefits Very Low, Low, and Moderately Low -Income Households/persons. 4.1.3 INTENTIONALLY OMITTED 4.1.4 The Project Sponsor shall agree in writing to comply with any and all requirements as may be set forth in the Site Environmental Clearance Statement executed in connection herewith. 4.1.5 The Project Sponsor shall cooperate with the City in informing the appropriate citizen participation structures, including the appropriate area committees, of the activities of the Project Sponsor in adhering to the provisions of this Agreement. Representatives of the Project Sponsor shall attend meetings of the appropriate citizen participation committees/structures upon the request of citizen participation officers or the City. Page 11 of 41 4.1.6 The Project Sponsor shall, to the greatest extent possible, give low and moderate income residents of the service community opportunities for training and employment. 4.1.7 The Project Sponsor shall comply with all applicable displacement and relocation requirements. 4.2 REAL PROPERTY. 4.2.1 The following restrictions shall apply to all real property acquired or improved in whole or in part with Bond Funds. The property must either be: (a) Used in compliance with at least one of the Bond Programs, used in compliance with the Covenant, and used in compliance with the Bond Requirements, or (b) If not used in accordance with paragraph (a) above, then that shall constitute an event of default and Project Sponsor shall pay to the City an amount equal to the amount of Bond Funds disbursed at the time of default plus accrued interest. 4.2.2 The following shall be a condition precedent to the execution and delivery of this Agreement and the other Bond Documents: All real property purchased in whole or in part with funds for this and previous Agreements with the City or a Community Redevelopment Agency within the City's boundaries, or transferred to the Project Sponsor after being purchased in whole or in part with funds from the City or Community Redevelopment Agency within the City's boundaries, shall be listed in the property records of the Project Sponsor and shall include: a legal description; size; address and location; owner's name if different from the Project Sponsor; information on the transfer or disposition of the property; and a map indicating whether property is in parcels, lots, or blocks and showing adjacent streets and roads. The property records shall describe the programmatic purpose for which the property was acquired and identify the Bond Program activity that will be completed. If the property was improved, the records shall describe the programmatic purpose for which the improvements were made and identify the Bond Program activity that will be completed. 4.3 PERSONAL PROPERTY. Ownership of all non -expendable personal property purchased in whole or in part with Bond Funds given to the Project Sponsor pursuant to the terms of this Agreement shall vest in the City. 4.3.1 Definitions. (a) Personal Property. Personal Property of any kind except real property: 1) Tangible. All personal property having physical existence. Page 12 of 41 2) Intangible. All personal property having no physical existence such as patents, inventions and copyrights. (b) Non -expendable Personal Property. Tangible personal property of a non- consumable nature, with a value of $500 or more per item, with a normal expected life of one or more years, not fixed in place, and not an integral part of a structure, facility, or another piece of equipment. (c) Expendable Personal Property. All tangible personal property other than non -expendable property. 4.3.2 Requirements. The Project Sponsor shall comply with the non -expendable personal property requirements stated below: (a) All non -expendable personal property purchased in whole or in part with funds from this and previous contracts with the City shall be listed in the property records of the Project Sponsor and shall include: a description of the property; location; model number; manufacturer's serial number; date of acquisition; funding source; unit cost; property inventory number; information on its condition; and information on the transfer, replacement, or disposition of the property. (b) All non -expendable personal property purchased in whole or in part with funds from this and previous contracts with the City shall be inventoried annually by the Project Sponsor in an inventory report submitted to the City when and as requested by the City. The inventory report shall include the elements listed in Paragraph 4.3.2(a), above. 4.4 DISPOSITION. The Project Sponsor shall obtain the prior written approval of the City for the disposition of real or personal property purchased in whole or in part with Bond Funds with approval shall not be unreasonably withheld, and shall dispose of all such property in accordance with commercially reasonable instructions from the City. Those instructions may require the return of all such property to the City. 4.5 GENERAL CONTRACTORS, SUBCONTRACTS AND ASSIGNMENTS. 4.5.1 The Project Sponsor shall ensure that all contracts with contractors, subcontractors and assignments funded with the Bond Funds: (a) Identify the full, correct, and legal name of all parties; (b) Describe the activities to be performed; (c) Present a complete and accurate breakdown of its price component; Page 13 of 41 (d) Incorporate a provision requiring compliance with all applicable regulatory and other requirements of this Agreement, and with any other conditions and/or approvals that the City may deem necessary. The requirements of this paragraph apply to subcontracts and assignments in which parties are engaged to carry out any eligible substantive programmatic service, as may be defined by the City, set forth in this Agreement. The City shall in its sole and absolute discretion determine when services are eligible substantive programmatic services and subject to the audit and record -keeping requirements described in this Agreement; and (e) Incorporate the language of the Certificate Regarding Lobbying executed in connection herewith. 4.5.2 The Project Sponsor shall incorporate in all consultant and other subcontracts the following provision: [Project Sponsor] is not responsible for any insurance or other fringe benefits, e.g., social security, income tax withholding, retirement or leave benefits, for the consultant or employees of the consultant that are normally available to direct employees of [Project Sponsor]. The consultant assumes full responsibility for the provision of all insurance and fringe benefits for himself/herself/itself and for employees retained by the consultant in carrying out the Scope of Work provided in this subcontract. 4.5.3 The Project Sponsor shall be responsible for monitoring the contractual performance of all subcontracts. 4.5.4 The Project Sponsor shall submit to the City for its review and reasonable confirmation any subcontract engaging any party who agrees to carry out any substantive programmatic activities, to ensure its compliance with the requirements of this Agreement. The City's review and confirmation shall be obtained prior to the release of any funds for the Project Sponsor's subcontractor(s). 4.5.5 The Project Sponsor shall receive written approval from the City prior to either assigning or transferring any obligations or responsibility set forth in this Agreement. 4.5.6 Approval by the City of any subcontract or assignment shall not under any circumstances be deemed to be the City's agreement to incur any obligations in excess of the total dollar amount agreed upon in this Agreement. 4.5.7 The Project Sponsor and its subcontractors shall comply with the Davis -Bacon Act, the Copeland Anti -Kick Back Act, the Contract Work Hours and Safety -Standards Act, the Lead -Based Paint Poisoning Prevention Act, the Residential Lead Based Paint Hazard Reduction Act of 1992 (and implementing regulations at 24 C.F.R. Part 35), and any other applicable laws, ordinances and regulations. Page 14 of 41 4.5.8 Upon request from the City, the Project Sponsor shall submit to the City all proposed Solicitation Notices, Invitations for Bids, and Requests for Proposals. 4.6 REPORTING OBLIGATIONS. The Project Sponsor is subject to compliance reporting requirements related to previously funded City projects which are under construction or in the Affordability Period including applicable Office of Management and Budget (OMB) Circular(s) reporting and current insurance certificates. 4.6.1 The Project Sponsor shall submit, as required by the City, the following: 4.6.1.1 Progress Reports. The Project Sponsor shall submit status reports and projected completion dates to describe the progress made by the Project Sponsor in achieving each of the objectives identified in Exhibit "B." The Project Sponsor shall also submit an Earned Income Report in such form as may be required by the City. Both the Progress Report and the Earned Income Report shall be provided to the City on a quarterly basis until the Project Completion. 4.6.1.2 Inventory Report. The Project Sponsor shall report all real property and all non -expendable personal property as specified in Paragraphs 4.2 and 4.3 hereof. Such report shall be submitted as requested by the City. 4.6.1.3 Affirmative Action Plan. The Project Sponsor shall report to the City such information relative to the equality of employment opportunities whenever requested by the City. 4.6.1.4 Assurance of Compliance with Section 504 of the Rehabilitation Act. The Project Sponsor shall report on compliance with Section 504 of the Rehabilitation Act, whenever requested by the City. 4.6.1.5 Affirmative Marketing Plan and Report. The Project Sponsor shall report to the City annually on all actions taken to comply with the affirmative marketing requirements provided in Exhibit E. 4.6.1.6 List of Subcontractors. The Project Sponsor shall provide a list of all Project contractors and subcontractors, and copies of all contracts in excess of $10,000 for the performance of services or the supply of materials in connection with the Project. 4.6.1.7 Affordability Report. On February 1 (or on such other date that the City shall authorize in writing) of each year during the Affordability Period, the Project Sponsor shall provide a report describing the previous year's compliance with the Affordability requirements set forth herein. The Affordability Report shall be accompanied by such substantiating documentation as the City shall request. 4.6.1.8 All such other reports as may be reasonably requested by the City. Page 15 of 41 4.6.2 Federal, State and County Laws and Regulations. 4.6.2.1 The Project Sponsor shall comply with all applicable uniform administrative requirements as described in 24 C.F.R §570.502. 4.6.2.2 The Project Sponsor shall carry out each activity in compliance with all Federal laws, regulations and requirements described in subpart K of 24 C.F.R. Part 570, except that the Project Sponsor does not assume: (1) the City's environmental responsibilities described in Section 570.64 and, (2) the City's responsibility for initiating the review process under the provisions of 24 C.F.R. Part 52. 4.6.2.3 The Project Sponsor shall comply with all applicable federal laws, regulations and requirements including, but not limited to: 24 C.F.R. Part 570; 24 C.F.R. Part 85, Section 504 of the Rehabilitation Act of 1973, as amended, which prohibits discrimination on the basis of handicap; Title VI of the Civil Rights Act of 1964, as amended, which prohibits discrimination on the basis of race, color, or national origin; the Age Discrimination Act of 1975, as amended, which prohibits discrimination on the basis of age; Title VIII of the Civil Rights Act of 1968, as amended, and Executive Order 11063, which prohibits discrimination in housing on the basis of race, color, religion, sex, or national origin; Executive Order 11246, which requires equal employment opportunity; and with the Energy Policy and Conservation Act (Pub. L. 94-163), which requires mandatory standards and policies relating to energy efficiency. 4.6.2.4 If the amount payable to the Project Sponsor pursuant to the terms of this Agreement is in excess of $100,000.00, the Project Sponsor shall comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act of 1970 (42 U.S.C. 7401 et. seq.), as amended; the Federal Water Pollution Control Act (33 U.S.C. 1251), as amended; Section 508 of the Clean Water Act (33 U.S.C. 1368); Environmental Protection Agency regulations (40 C.F.R. Part 15); and Executive Order 11738. 4.6.3 Audits, Other Information and Records. 4.6.3.1 Commencing with the fiscal year ending immediately following the Close-out of the Project, the Project Sponsor shall submit to the City an audit conducted by an independent certified public accountant or firm of independent certified public accountants in accordance with generally accepted auditing standards, including audited financial statements and a report on compliance with laws and regulations based on the audit of financial statements. Two copies of each such audit must be delivered to the City no later than six (6) months following the end of each Project Sponsor fiscal year. Each such audited financial statement is to be for the twelve (12) months ending December 31 and shall include: Page 16 of 41 a. Comparative Balance Sheet with prior year and current year balances; b. Statement of revenue and expenses; c. Statement of changes in fund balances or equity; d. Statement of cash flows; and e. Notes The financial statements shall be accompanied by a certification of the Project Sponsor as to the accuracy of such financial statements. Subject to paragraph 7.1(i), a late fee of $500 will be assessed by the City for failure to submit any of the required audited financial statements or the certification each year as required. Upon request, the Project Sponsor shall also furnish to the City unaudited financial statements of the Project Sponsor certified by the Project Sponsor's principal financial or accounting officer, covering such fmancial matters as the City may request, including without limitation, monthly statements with respect to the Project. 4.6.3.2 The Project Sponsor shall ensure that the Contract Records shall be at all times subject to and available for full access and review, inspection or audit by the City and federal personnel and any other personnel duly authorized by the City. 4.6.3.3 The Project Sponsor shall include in all Project subcontracts entered into prior to the Effective Date, each of the record keeping and audit requirements detailed in this Agreement. The City shall in its sole discretion determine when services are subject to the audit and recordkeeping requirements described above. 4.6.3.4 The Project Sponsor shall include in all subcontracts entered into prior to the Effective Date to carry out any eligible substantive programmatic services, as such services are described in this Agreement and defined by the City, each of the record keeping and audit requirements detailed in this Agreement. The City shall in its sole discretion determine when services are eligible substantive programmatic services and subject to the audit and recordkeeping requirements described above. 4.7 RECORDS. The Project Sponsor shall establish and maintain sufficient records to enable the City to determine whether the Project Sponsor has met requirements of the Bond Program and this Agreement. The Project Sponsor shall maintain all Contract Records in accordance with generally accepted accounting principles, procedures, and practices, which records shall sufficiently and properly reflect all revenues and expenditures of funds provided directly or indirectly by the City pursuant to the terms of this Agreement. At a minimum, the following records shall be maintained by the Project Sponsor: Page 17 of 41 4.7.1 Records providing a full description of each activity assisted (or being assisted) with Bond Funds, including its location (if the activity has a geographical locus), the amount of Bond Funds budgeted, obligated and expended for the activity, and the specific provision of the Bond Program under which the activity is eligible. 4.7.2 Records demonstrating that each activity undertaken meets at least one of the criteria set forth in the Bond Program. 4.7.3 Records that demonstrate compliance with all applicable requirements relating to the use of real property acquired or assisted with Bond Funds. 4.7.4 Records that demonstrate compliance with all applicable requirements relating to acquisition, displacement, relocation and relocation housing. 4.7.5 Records containing data on the extent to which each racial and ethnic group and single -headed households (by gender of household head) have applied for, participated in, or benefited from, any program or activity funded in whole or in part with Bond Funds. 4.7.6 Records containing data indicating the race and ethnicity of households (and gender by single heads of household) displaced as a result of Bond funded activities, together with the address and census tract of the housing units to which each displaced household relocated. 4.7.7 Documentation of actions undertaken to meet the requirements of 24 C.F.R. §570.607(b), as amended, which implements Section 3 of the Housing Development Act of 1968, as amended (12 U.S.C. 1701U), relative to the hiring and training of low and very low income persons and the use of local businesses. 4.7.8 Data indicating the racial/ethnic character of each business entity receiving a contract or subcontract of $25,000 or more paid, or to be paid, with Bond Funds, and such additional information as is required pursuant to 24 C.F.R §570.506(g)(6). 4.7.9 Financial records in accordance with the applicable requirements listed in 24 C.F.R. §570.502. 4.7.10 Records required to be maintained in accordance with other applicable laws and regulations including but not limited to those that are set forth in Subpart K of 24 C.F.R. part 570. 4.8 RETENTION AND ACCESSIBILITY OF RECORDS. 4.8.1 The City shall have the authority to review the Contract Records throughout the Retention Period (as hereinafter defined). All books of account and supporting documentation shall be kept by the Project Sponsor at least until the expiration of the Retention Period. Page 18 of 41 The Project Sponsor shall maintain records sufficient to meet the requirements of 24 C.F.R. Part 570. All records and reports required herein shall be retained and made accessible as provided hereunder. The Project Sponsor shall ensure that the Contract Records shall be at all times subject to and available for full access and review, inspection and audit by the City and any other personnel duly authorized by the City. ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE PROJECT SPONSOR The Project Sponsor represent and warrant to the City as follows: 5.1 ORGANIZATION AND EXISTENCE. The Project Sponsor is a Florida limited partnership duly organized, validly existing and in good standing under the laws of the State of Florida, and has full power and authority to conduct its business as presently conducted, to receive the Bond Funds and operate the Project. The Project shall comply with all applicable Bond Requirements. The Project Sponsor has full power and authority to perform the provisions hereof and of its agreements and undertakings with the City and to perform the transactions contemplated hereby, and such execution and performance have been duly authorized by all necessary corporate or other approvals and actions. 5.2 CORRECTNESS OF DOCUMENTS. The cost estimates, Budget, schedules, and all other documents furnished to the City in accordance with the Bond Program, this Agreement, and/or the other Bond Documents, are true and correct in all material respects and accurately set forth the facts contained therein and neither misstate any material fact, nor, separately or in the aggregate, fail to state any material fact necessary to make the statements made therein not misleading. 5.3 ABSENCE OF PROCEEDINGS, ACTIONS AND JUDGMENTS. Except as disclosed to City, there are no conditions, circumstances, events, agreements, documents, instruments, restrictions, actions, suits or proceedings pending or threatened against or affecting the Project Sponsor, the Project or the Property which could adversely affect the Project Sponsor's ability to comply with this Agreement and/or the Bond Program, complete or operate the Project or to perform its obligations hereunder or which would constitute an Event of Default hereunder or under the other Bond Documents regardless of the giving of notice or the passage of time or both. There are no outstanding or unpaid judgments or arbitration awards against the Project Sponsor. 5.4 NON -DEFAULT. The Project Sponsor is not in default or violation with respect to any Legal Requirement, nor is it in default under or in material breach of any instrument or agreement to which it is a party or by which it otherwise may be bound. The execution and delivery of this Agreement and the other Bond Documents, the consummation of the other transactions contemplated hereby, and the development of the Project as contemplated hereby and by the other Bond Documents: (i) do not and will not conflict with or result in violation of any Legal Requirement or in the breach or default under any indenture, contract, agreement or other Page 19 of 41 instrument to which the Project Sponsor is a party or by which it may be bound; and (ii) have been duly authorized by all necessary actions and approvals, whether corporate or otherwise. 5.5 VALID OBLIGATIONS. This Agreement and all of the other Bond Documents, when executed and delivered, shall constitute the duly authorized, legal, valid and binding obligations of the Project Sponsor and will be enforceable in accordance with their respective terms. 5.6 MARKETABLE TITLE. The Project Sponsor has good and marketable title to the Property, subject only to: (a) the exceptions and other matters set forth in that certain Title Insurance Commitment (Order Number 1062-5 1 741 0 8), issued by�`n;; yr`°an Title Ins°ra , effective as of July 22, 2021, at 8:00am, 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 other such matters of record that are adopted or approved by the Miami City Commission. For the purpose of this Section 5.6, the phrase "utility and similar easements on a non -material portion of the Property" are any easements that (i) would not disrupt the operation of the Property as affordable housing as set forth in the Loan Documents (ii) would not disrupt the quiet enjoyment of the tenants in the Assisted Units,. and (iii) devalue the City's Mortgage, as set forth in Exhibit "F." 5.7 COMPLIANCE. The completion and use of the Project in accordance with the Scope of Work will comply fully with all Legal Requirements, and with all limitations on the use of the Project, or any other condition, grant, easement, covenant, or restriction, whether recorded or not. All necessary approvals, permits and licenses for the construction, operation, and use of the Project have been unconditionally obtained and are in full force and effect, or if the present state of construction of the Project does not allow such issuance, then such approvals, permits and licenses will be issued when the Project is completed. 5.8 ENCROACHMENTS. When completed in accordance with the Scope of Work, the Project will not encroach upon any building line, setback line, side yard line, or other recorded or visible easements or other easements of which the Project Sponsor is aware which exists (or which the Project Sponsor has reason to believe may exist) with respect to the Project, except as may be permitted by the City in writing. 5.9 SCOPE OF WORK. The Scope of Work is complete in all respects, and contains all details requisite for the Project which, when built and equipped in accordance therewith, shall be ready for the intended use and occupancy thereof. 5.10 LEASES. There are no leases, tenancies, licenses or agreements for use of any part of the Property other than as specifically disclosed to and approved by the City, which, for avoidance of doubt (and which the City hereby acknowledges and agrees), are limited to (i) the leases for the rental of each Bond Assisted Unit each which may be entered into from time to time and (ii) the leases for commercial and retail space. 5.11 PENDING ASSESSMENTS. Other than actions that have been disclose to the City in writing prior to the Effective Date, the Project Sponsor has no knowledge of any pending or Page 20 of 41 proposed governmental action that would impair the operation or value of the Project or result in a special assessment against the Project. 5.12 WASTE. The Project Sponsor shall not commit nor suffer waste nor negligence on the Project. 5.13 FRAUD. No fraud by the Project Sponsor has occurred in the qualification of the Project, the Project Sponsor, the Borrower, and/or the Property under the Bond Program, the negotiation of this Agreement and the other Bond Documents, nor in the transactions contemplated hereby. 5.14 NO CASUALTY. No part of the Property and/or the Project has been damaged or has been subjected to condemnation or other proceedings, and no such proceedings have been threatened. 5.15 NO CHANGES. There have been no material adverse changes in projected costs and expenses of or from the Project or in the occupancy of the Property or any other features of the transactions contemplated hereby as submitted to the City. 5.16 COMPLIANCE WITH LAWS AND REGULATIONS. The Project Sponsor will comply at all times with all Legal Requirements. The Project Sponsor will comply at all times with the Bond Requirements affecting the ownership, use, construction, lease and operation of the Project. 5.17 OTHER PROJECT FINANCING. The Project Sponsor has not applied for nor received, and does not otherwise have available, in connection with the Project any other financing/funding, except for those funds, loans and/or loan commitment previously identified in writing to, and approved by, the City as set forth in the attached Schedule A. 5.18 REAFFIRMATION. Each of the representations and warranties set forth in this Article shall be true at all times, and the Project Sponsor's acceptance of each draw of the Bond Funds hereunder shall be deemed to be a reaffirmation of each of the representations and warranties given in this Agreement. ARTICLE VI PROJECT SPONSOR'S OBLIGATIONS 6.1 SCOPE OF WORK. The Project Sponsor shall perform the Scope of Work as set forth herein and on Exhibit "B" attached. The Bond Funds shall be used exclusively for Project related construction costs, in accordance with the budget for such costs as approved by the City. The Project Sponsor shall: (a) commence construction within nine (9) months from the Effective Date of the Agreement; (b) obtain all certificates of occupancy or temporary certificates of occupancy required for the Project within thirty six (36) months from the Effective Date; (c) have all City Assisted Units rented within twelve (12) months after the issuance of Project's certificate(s) of occupancy, but in no event later than forty eight (48) months from the Effective Date; and (d) have the Project inspected by an authorized City Inspector and receive the appropriate clearance or certification that the construction/rehabilitation work adheres to and conforms with the Page 21 of 41 applicable City, county or state requirements, including, without limitation, applicable building code requirements. The Project Sponsor shall: (a) meet all of its obligations hereunder and under all of the Loan Documents executed in connection herewith, (b) rent all City Assisted Units to Very -Low, Low, and Moderately Low Income Households in accordance with the requirements of this Agreement, and provide to the City a certified rent roll evidencing the same, (c) throughout the Affordability Period, rent all of the Assisted Units to Very Low, Low, and Moderately Low Income Households in accordance with the requirements of this Agreement, the Rent Regulatory Agreement, a copy of which is attached as Exhibit "H", and the other Loan Documents; and (d) throughout the Affordability Period, comply with all applicable Legal Requirements and all applicable requirements hereof and in the other Loan Documents. The tenant's portion of rents charged for Assisted Units shall be limited as set forth in the Rent Regulatory Agreement executed in connection herewith. 6.2 REPORTING OBLIGATIONS. The Project Sponsor shall submit to the City all reports as described in Article 4 hereof, and all other reports that the City may reasonably require, in such form, manner, and frequency as the City may require to monitor the progress of the Project and the Project Sponsor's performance and compliance with this Agreement and all Legal Requirements. 6.3 RETENTION OF RECORDS. The Project Sponsor shall retain all Contract Records for five (5) years after expiration of the Affordability Period (hereinafter referred to as "Retention Period") subject to the limitations set forth below: (a) If the City or the Project Sponsor has received or is given notice of any kind indicating any threatened or pending litigation, claim or audit arising out of the activities relating to the Project or the Scope of Work or under the terms of this Agreement, the Retention Period shall be extended until such time as the threatened or pending litigation, claim or audit is, in the sole and absolute discretion of the City, fully, completely and finally resolved. (b) The Project Sponsor shall allow the City or any person authorized by the City full access to and the right to examine any of the Contract Records during the Retention Period. (c) The Project Sponsor shall notify the City in writing, both during the pendency of this Agreement and after its expiration termination, as part of the 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." Should Project Sponsor determine to dispute any public access provision required by Florida Statutes, then Project Sponsor shall do so at its own expense and at no cost to the City. Page 22 of 41 IF PROJECT SPONSOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO PROJECT SPONSOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT AS A PUBLIC CONTRACT, PLEASE CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT TELEPHONE NUMBER 305-416- 1800, EMAIL: PUBLICRECORDS@MIAMIGOV.COM, AND MAILING ADDRESS: PUBLIC RECORDS C/O OFFICE OF THE CITY ATTORNEY, 9TH FLOOR, MIAMI RIVERSIDE CENTER, 444 S.W. 2ND AVENUE, MIAMI, FLORIDA 33130 OR THE CITY'S DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT'S CUSTODIAN OF RECORDS AT 2ND FLOOR, 14 NORTHEAST 1ST AVENUE, MIAMI, FLORIDA 33132. The Project Sponsor shall provide to the City, upon request, all Contract Records. The requested Contract Records shall be treated as public records of the City without restriction, reservation, or limitation on their use and shall be made available by the Project Sponsor at any time upon request by the City, subject to any applicable statutory exemptions which such Contract Records shall be conspicuously marked with the specific statutory exemption by Project Sponsor. If the Project Sponsor receives funds from, or is under regulatory control of, other governmental agencies and those agencies issue monitoring reports, regulatory examinations, or other similar reports, the Project Sponsor shall provide a copy of each such report and any follow- up communications and reports to the City immediately upon such issuance unless such disclosure is a violation of those agencies' rules. 6.5 PRIOR APPROVAL. The Project Sponsor shall obtain the City's prior written approval prior to undertaking any of the following with respect to the Project Sponsor, the Project and/or the Property: (a) Except for the Permitted Senior Financing and the anticipated conveyance of the fee interest in the parking garage parcel to the Sawyer's Landing Community Development District, the sale, assignment, pledge, transfer, hypothecation or other encumbrance or disposition of any proprietary or beneficial interest in the Project Sponsor, the Project, or the Project Sponsor's estate in the Property, or any change in the operating control of the Project Sponsor, which shall require the prior approval of the City's HCLC or the City Commission, as appropriate. (b) The disposition of any real property or any expendable personal property or non - expendable personal property as provided in Article 4, except for personal property that suffers wear and tear and needs replacement, and is replaced. (c) Permitted Partial Releases or transfers as permitted in Section 12.23. (d) Any proposed Solicitation Notice, Invitation, for Bids or Request for Proposals relating to the use of the Bond Funds. Page 23 of 41 (e) The disposal of any Contract Records during the Retention Period. (f) Notwithstanding the foregoing or any other provision of this Agreement or any other Loan Documents, and subject to the requirements of the following provisions of this Section 6.5(f), it shall not be an Event of Default under this Agreement, and the consent of the City is not required for the transfer of the interests in Project Sponsor owned by the R4 SLFL Acquisition LLC, a Delaware limited liability company, R4 SLFL II Acquisition LLC, a Delaware limited liability company (collectively, the "Investor Limited Partners") and/or Block 55 Owner, LLC, a Delaware limited liability company (the "Special Limited Partner", and together with the Investor Limited Partners, each an "Investor" and, collectively, the "Investors") so long as the managing member, general partner or controlling shareholder of respective Investor is an affiliate of the applicable Investor and has the same rights, authority, and obligations of the applicable Investor, and further, so long as the transferee or assignee has not been debarred by the City of Miami and has not been the perpetrator of a public entity crime. Any transfer described in the previous paragraph hereto shall be subject to the following requirements: (A) the term "affiliate" shall mean any entity of which a majority of the voting interests is owned, directly or indirectly, by the applicable Investor, (B) any such transfer shall be in compliance with all applicable conflict of interest requirements, the Legal Requirements, Bond Requirements, and any other applicable requirements of this Agreement, and (C) the Project Sponsor shall provide, or cause the applicable Investor to provide the City with written notice of such transfer at least 15 days prior to its occurrence. The removal and replacement of the General Partner and/or the Special Limited Partner of Project Sponsor by its Investor Limited Partner are permitted provided that any successor General Partner and/or Special Limited Partners of Project Sponsor or any successors to the principals of the General Partner and/or Special Limited Partners of the Project Sponsor must be approved by the City, which approval shall not be unreasonably withheld. A successor General Partner and/or Special Limited Partners (or principals thereof) will be approved if such entity (and the principal(s) thereof) satisfies the following criteria and submits the following information to the City prior to such removal or replacement becoming effective: (a) evidence of sufficient experience and capacity to manage affordable housing projects, or a property manager with experience in managing at least 1,500 affordable housing units; (b) a signed statement by the proposed successor entity and any principal thereof that neither has defaulted under any deed, covenant, or regulatory agreement or any material financial obligation with the City or any state or local housing finance agency in the State of Florida within the past fifteen (15) years; and (c) a sworn statement by the proposed successor entity or any principal thereof described in Section 287.133(3)(a), Florida Statutes relating to public entity crimes. The City shall approve or disapprove of a prospective successor entity based upon the above criteria within thirty (30) days of receipt of all such information listed above. 6.5.1 DISCRETION. The Director of the Department of Housing and Community Development of the City of Miami shall have the discretion to approve and authorize, by way of Memorandum to the City Manager, the execution of necessary documents to further Project Close - Out, provided, however, that no material terms are affected. Page 24 of 41 6.6 MONITORING. The Project Sponsor shall permit the City and other persons duly authorized by the City to inspect all Contract Records, facilities, goods, and activities of the Project Sponsor that are in any way connected to the activities undertaken pursuant to the terms of this Agreement, and/or to interview any clients, employees, subcontractors, or assignees of the Project Sponsor. Following such inspection or interviews, the City will deliver to the Project Sponsor a report of its findings. The Project Sponsor will rectify all deficiencies cited by the City within the period of time specified in the report, or provide the City with a reasonable justification for not correcting the deficiencies. The City will determine, in its sole and absolute discretion, whether or not the Project Sponsor's justification is acceptable. 6.7 CONFLICT OF INTEREST. A. The Project Sponsor is aware of the conflict of interest laws of the City of Miami (Code of the City of Miami, Florida, Chapter 2, Article V), of Miami -Dade County, Florida (Code of Miami -Dade County, Florida, Section 2-11.1), and 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 Project Sponsor covenants that no person or entity under its employ presently exercising any functions or responsibilities in connection with this Agreement has any personal financial interests, direct or indirect, with the City. The Project Sponsor further covenants that, in the performance of this Agreement, no person or entity having such conflicting interest shall be utilized in respect to the Scope of Work or services provided hereunder. Any such conflict of interest(s) on the part of the Project Sponsor or its employees or associated persons or entities must be disclosed to the City. C. The Project Sponsor shall disclose any possible conflicts of interest or apparent improprieties of any party under or in connection with the Legal Requirements, including the standards for procurement. D. The Project Sponsor shall make any such disclosure to the City in writing within fifteen (15) days after the Project Sponsor's discovery of such possible conflict. The City's determination regarding the possible conflict of interest shall be binding on all parties. E. No employee, agent, consultant, elected official or appointed official of the City, exercising any functions or responsibilities in connection with the City's Bond Program or this Agreement, or who is in a position to participate in the decision -making process or gain inside information regarding Bond -assisted activities, has any personal financial interest, direct or indirect, in this Agreement, the proceeds hereunder, the Project or the Project Sponsor, either for themselves or for those with whom they have family or business ties, during their tenure or for one year thereafter. 6.8 RELATED PARTIES. The Project Sponsor shall report to the City the name, purpose for and any other relevant information in connection with any related -party transaction. The term "related party transaction" includes, but is not limited to, a transaction or relationship between the Project Sponsor and a for -profit or nonprofit subsidiary or affiliate organization, an organization Page 25 of 41 with an overlapping board of directors, and an organization for which the Project Sponsor is responsible for appointing partnerships. The Project Sponsor shall report this information to the City upon forming the relationship, or if already formed, shall report such relationship prior to or simultaneously with the execution of this Agreement. Any supplemental information shall be promptly reported to the City no later than in the next required Progress Report, as described above. 6.9 PUBLICITY AND ADVERTISEMENTS. The Project Sponsor shall ensure that all publicity and advertisements prepared and released for the Project, by the Project Sponsor, such as pamphlets and news releases, related to activities funded by this Agreement, and all events carried out to publicize the accomplishments of any activities funded by this Agreement, recognize the City as one of its funding sources. 6.10 ADDITIONAL FUNDING. The Project Sponsor shall notify the City of any additional funding received for any activity described in this Agreement. Such notification shall be in writing and received by the City within thirty (30) days of the Project Sponsor's notification by the funding source. 6.11 REVERSION OF ASSETS. The Project Sponsor shall return to the City upon the expiration or termination of this Agreement any Bond Funds on hand, any accounts receivable attributable to the Bond Funds, and any overpayments due to unearned funds or costs disallowed pursuant to the terms of this Agreement that were disbursed to the Project Sponsor by the City. Any funds not earned by the Project Sponsor prior to the expiration or termination of this Agreement shall be retained by the City 6.12 REPAYMENT OF FUNDS PROCEDURES. The Project Sponsor shall repay to the City all funds received by the Project Sponsor pursuant to this Agreement all unpaid interest accrued thereon, and all unpaid fees, charges and other obligations of the Project Sponsor due under any of the Loan Documents. 6.13 AFFIRMATIVE MARKETING. The Project Sponsor shall comply with the affirmative marketing requirements and procedures provided on Exhibit E. Project Sponsor shall comply with the requirements of the affordable housing notice to City Officials in City of Miami Ordinance #13491. 6.14 SECTION 3 CLAUSE. The Project Sponsor shall comply, to the extent applicable, with the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended (12 U.S.C. 1701u): (A) The work to be performed under this contract is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u (Section 3.) The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD -assisted projects covered by Section 3 shall, to the greatest extent feasible, be directed to low income persons, particularly persons who are recipients of HUD assistance for housing. Page 26 of 41 (B) The parties to this contract agree to comply with HUD's regulations in 24 C.F.R. Part 135, which implement Section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the Part 135 regulations. (C) The contractor agrees to send to each labor organization or representative of workers with which the contractor has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or worker's representative of the contractor's commitments under this Section 3 clause, and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the Section 3 preference, shall set forth minimum number and job titles subject to hire, availability of apprenticeship and training positions, the qualifications for each; and the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin. (D) The contractor agrees to include this Section 3 clause in every subcontract subject to compliance with regulations in 24 C.F.R. Part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this Section 3 clause. The contractor will not subcontract with any subcontractor where the contractor has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 C.F.R. Part 135. (E) The contractor will certify that any vacant employment positions, including training positions, that are filled (1) after the contractor is selected but before the contract is executed, and (2) with persons other than those to whom the regulations of 24 C.F.R. Part 135 require employment opportunities to be directed, were not filed to circumvent the contractor's obligations under 24 C.F.R. Part 135. (F) Noncompliance with HUD's regulations in 24 C.F.R. Part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts. (G) With respect to work performed in connection with Section 3 covered Indian housing assistance, Section 7(b) of the Indian Self -Determination and Education Assistance Act (25 U.S.C. 450e) also applies to the work to be performed under this contract. Section 7(b) requires that to the greatest extent feasible (i) preference and opportunities for training and employment shall be given to Indians, and (ii) preference in the award of contracts and subcontracts shall be given to Indian organizations and Indian -owned Economic Enterprises. Parties to this contract that are subject to the provisions of Section 3 and Section 7(b) agree to comply with Section 3 to the maximum extent feasible, but not in derogation of compliance with Section 7(b). Page 27 of 41 6.15 SIGNAGE, ACKNOWLEDGEMENT, PUBLICITY. From the Effective Date until the Close -Out of the Project, the Project Sponsor shall furnish signage identifying the Project and shall acknowledge the contribution of the City by incorporating the seal of the City and the names of the City commissioners and officials in and on all Project signage. All such acknowledgments shall be in a form acceptable to the City, as provided on Exhibit "I". The Project Sponsor shall ensure that all publicity and advertisementh related to the Project, which are prepared by or at the direction of the Project Sponsor, such as pamphlets and news releases, and all events carried out to publicize the Project, shall recognize the City as one of the Project's funding sources. 6.16 AFFIRMATIVE ACTION. The Project Sponsor shall not discriminate on the basis of race, color, national origin, sex, religion, age, sexual orientation, marital or family status or handicap/disability in connection with its performance under this Agreement or in connection with the construction of the Project or the occupancy of any Project unit. Age discrimination and discrimination against minor dependents are also not permitted. The Project Sponsor shall meet the fair housing requirements of 24 C.F.R. § 570.904. Notwithstanding the forgoing, age restrictions or familiar status of/for tenants are permissible to the extent that the provisions of 24 CFR 100.300-100-308 are satisfied. 6.17 MAINTENANCE OF LEGAL EXISTENCE AND AUTHORITY. Project Sponsor shall maintain its existence as a limited liability company and authority to conduct its business under the laws of the State of Florida and the Code of the City of Miami, Florida, as amended from time to time ("City Code"). 6.18 COMPLIANCE REQUIREMENTS. The Project Sponsor shall comply at all times with all applicable Bond Requirements including, but not limited to, those affecting the ownership, construction, use, and operation of the Project, and all other Legal Requirements. The Project Sponsor shall at any time and from time to time upon the request of the City, at Project Sponsor's sole cost and expense, execute, acknowledge and deliver such further notices and other documents and perform such other acts as may, in the opinion of the City, be necessary, desirable or proper to carry out more effectively the purposes of this Agreement and the other Loan Documents_ 6.19 COMPLIANCE WITH SAFETY PRECAUTIONS. The Project Sponsor shall allow City inspectors, agents or representatives the ability to monitor its compliance with safety precautions as required by federal, state or local laws, rules, regulations and ordinances. By performing these inspections, the City, its agents, or representatives are not assuming any liability by virtue of such laws, rules, regulations and ordinances. The Project Sponsor shall have no recourse against the City, its agents, or representatives for the occurrence, non-occurrence or result of such inspection(s). Simultaneously with the submission of its first draw request to the City, the Project Sponsor shall contact the City's Risk Management Department Safety Unit in writing to coordinate such inspection(s). Page 28 of 41 The Project Sponsor shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the City, including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability) and all applicable regulations, guidelines and standards. 6.20 DRAW REQUESTS. Each Request for Disbursement of hard costs must be signed by the Project Sponsor, and/or the architect for the Project and the general contractor, if applicable, and each Request for Disbursement of soft costs must be signed by the Project Sponsor, as more fully set forth in the Disbursement Agreement. 6.21 INSURANCE PROCEEDS. Notwithstanding anything to the contrary contained herein or in the other Loan Documents, the Project Sponsor may make insurance proceeds available for the restoration and repair of the Property and the Project if all of the following conditions are met: (i) the Project Sponsor is not in breach or default of any provision of the Mortgage or any other loan document between the Project Sponsor and Lender; (ii) the Project Sponsor determines that there will be sufficient funds, through insurance proceeds and contributions by the Project Sponsor, to (a) restore and repair the Property and the Project to a condition as close as reasonably possible to what previously existed, and (b) meet all operating costs and other expenses, payments for reserves and loan repayment obligations relating to the Property and the Project until completion of the restoration and repair of the Property and/or the Project to a condition as close as reasonably possible to what previously existed; (iii) the Project Sponsor determines that the rental income of the Project, after restoration and repair to a condition as close as reasonably possible to what previously existed, will be sufficient to meet all operating costs and other expenses, payments for reserves and loan repayment obligations relating to the Project, and (iv) the Project Sponsor has received the City's written concurrence with such determination. 6.22 CONDEMNATION PROCEEDS. Notwithstanding anything to the contrary contained herein or in the other Loan Documents, the Project Sponsor may make proceeds of condemnation available for the restoration and repair of the Property and the Project if all of the following conditions are met: (i) the Project Sponsor is not in breach or default of any provision of the Mortgage or any other Loan Document; (ii) the Project Sponsor determines that there will be sufficient funds, through condemnation proceeds and contributions by the Project Sponsor, to (a) restore and repair the Property and the Project to a condition as close as reasonably possible to what previously existed, due consideration given to the portion of the Property and the Project taken, and, (b) meet all operating costs and other expenses, payments for reserves and loan repayment obligations relating to the Project until completion of the restoration and repair of the Property and the Project to a condition as close as reasonably possible to what previously existed, due consideration given to the portion of the Property and the Project taken; and (iii) the Project Sponsor determines that the rental income of the Project, after restoration and repair of the Property and the Project to a condition as close as reasonably possible to what previously existed, due consideration given to the portion of the Property and the Project taken, will be sufficient to meet all operating costs and other expenses, payments for reserves and loan repayment obligations relating to the Project, and (iv) the Project Sponsor have received the City's written concurrence with such determination. Page 29 of 41 6.23 PREVIOUSLY FUNDED CITY PROJECTS. The Project Sponsor shall comply with: all applicable reporting requirements relating to previously funded City projects which are under construction or in the affordability period, including OMB A-133, and all applicable insurance requirements relating to such projects. ARTICLE VII DEFAULT 7.1 The happening of any one or more of the following events shall constitute an Event of Default: (a) In the event any of the Bond Assisted Units fails to remain Affordable at any time during the Affordability Period, the Project Sponsor's failure to initiate action to cure such non-compliance within five (5) business days of receipt of knowledge of the same. (b) If any term, condition or representation contained in this Agreement or any of the other Bond Documents is untrue, substantially inaccurate or incomplete, or, if there is a material misrepresentation of fact or fraud contained in any document(s) submitted in support of this Agreement. (c) The substantial discontinuance of the construction of the Project for a period of thirty (30) days which discontinuance is, in the sole determination of the City, without satisfactory cause. (d) Except for Permitted Senior Financing and for permitted transfers as set forth in Section 6.5(f) and Section 6.5(c) above and Section 12.23 below, the sale, assignment, pledge, transfer, hypothecation or other encumbrance or disposition of any proprietary or beneficial interest in the Project Sponsor, the Project or the Property, or any change in operating control of the Project Sponsor without the prior approval of the City's HCLC or the City Commission, as appropriate. (e) In the event that the City determines, in its reasonable discretion, that the Project is not being constructed in a good and workmanlike manner in accordance with the Scope of Work, or that the Project Sponsor is failing to comply promptly with any requirement or notice of violation of law issued by or filed by the City or any department of any governmental authority having jurisdiction over the Project Sponsor, or the Property. (0 Failure of the Project Sponsor to comply with any term, provision, covenant or obligation of this Agreement or any of the Loan Documents, or the occurrence of an event of default under any of the other Loan Documents, subject to all applicable cure periods. Page 30 of 41 (g) Any change in zoning requirements or zoning classification of the Property, which in the City's sole discretion would materially interfere with the completion of Project construction or the ultimate operation of the Project as contemplated herein. (h) In the event that the City determines, in its reasonable discretion, that there exists an event of default under and pursuant to the terms of any other agreement or obligation of any kind or nature whatsoever of the Project Sponsor to the City, direct or contingent, whether now or hereafter due, existing, created or arising. (i) Notwithstanding anything to the contrary, in the event that Project Sponsor fails to timely deliver, to City, the required audited financial statement(s), then City, in its sole and absolute discretion, may deem such a failure to be a material non -curable breach of this Agreement. In such an event, City will notify Project Sponsor by a written communication. If City determines, in its sole and absolute discretion, that it will not exercise its right under this paragraph 7.1(i), then paragraph 4.6.3.1 shall govern untimely delivered audited financial statement(s). (j) In the event that Project Sponsor fails to timely deliver, to City, the Affordability Report, as described in 4.6.1.7 herein. (k) Project Sponsor declares bankruptcy and/or becomes insolvent, which shall result in immediate acceleration of the Loan's repayment in full. (1) City and Project Sponsor acknowledge that a senior mortgage default, which constitutes a "Event of Default" under such senior mortgage unless waived by the Senior Lender, constitutes an Event of Default under this Loan Agreement and the other Loan Documents. In such an event, City may pursue any and all of its remedies, including but not limited to an Acceleration of Debt, as described below. ARTICLE VIII REMEDIES 8.1 Upon the occurrence of any Event of Default, the City shall have the absolute right to refuse to disburse any undisbursed portion of the Loan. The City shall provide written notice of the occurrence of an Event of Default to the Project Sponsor, after which the Project Sponsor shall have thirty (30) days to cure said applicable default (except for the events described in Section 7.1 (b) and (d) and possibly (i) above for which the aforementioned cure period shall not apply). Said notice shall be delivered by certified mail, return receipt requested, or by in person delivery with proof of delivery. In the event a default which is permitted to be cured cannot practicably be cured within thirty (30) days, the Project Sponsor shall have such additional time as may be required to effect a cure, so long as (a) the cure is commenced within thirty (30) days and is diligently prosecuted and (b) the lack of a cure during such continuing cure period has no material adverse effect on the Project. Notwithstanding the foregoing, Investor may, but is not required to, cure a default Page 31 of 41 committed by Project Sponsor and the City agrees to accept such cure tendered or effected by such Investor as if such had been tendered or effected by the Project Sponsor. If an Event of Default shall continue uncured for a period of thirty (30) consecutive days following written notice thereof to the Project Sponsor (except for the events described in Section 7.1 (j) and (d) and possibly (i) above for which the aforementioned cure period shall not apply and except for cures which are continuing as provided in the preceding paragraph), and subject to the provisions of the last paragraph of this Section, the City shall have the absolute right, at its option and election and in its sole discretion to: (a) Specific Performance. Institute appropriate proceedings to specifically enforce performance of the terms and conditions of this Agreement; (b) Acceleration of Debt. It is expressly agreed that the full amount of both principal and interest due pursuant to the Note shall become due and payable at the option of the City on the happening of any Event of Default under the terms of this Loan Agreement. (c) Other Remedies. Exercise any other right, privilege or remedy available to the City as may be provided by applicable law, or in any of the other Bond Documents. It is understood and agreed that the occurrence of an event of default under Section 7.1 (b) or (4) or possibly (i) shall immediately entitle the City to exercise any of the above described remedies without the need to give the Project Sponsor notice thereof or the opportunity to cure. The rights and remedies of the City hereunder shall be cumulative and not mutually exclusive, and the City may resort to any one or more or all of said remedies without exclusion of any other. No party other than the City, whether the Project Sponsor or a material man, laborer, subcontractor or supplier, shall have any interest in the Bond Funds withheld because of a default hereunder, and shall not have any right to garnish or require or compel that payment thereof be applied toward the discharge or satisfaction of any claim or lien which any of them may have. Notwithstanding the forgoing, in the event of an Event of Default under Section 7.1(1) above, which default relates to the Permitted Senior Financing, but does not otherwise constitute a default under the Loan Documents, such Event of Default shall be waived by the City in the event that the Senior Lender waives such default under the Permitted Senior Financing, but only upon submission to the City of such waiver by Senior Lender. 8.2 hi addition to any other remedies provided for herein or in any of the other Loan Documents, upon the occurrence and during the continuation of an Event of Default: (a) All sums outstanding under the Note shall bear interest at the highest rate allowable by law from the date of disbursement, without notice to the Project Sponsor or any guarantor or endorser of the Note and without any affirmative action or declaration on the part of the City; Page 32 of 41 (b) The Restrictive Covenant shall remain as a restriction on the Property throughout the Affordability Period; and (c) The Project Sponsor, Borrower, Project developer, managing partner(s) of the Project Sponsor, and/or other individuals, principals and/or other entities as determined by the City, will be debarred from receiving any City funding for a period of five (5) years. ARTICLE IX INDEMNIFICATION 9.1 The Project Sponsor shall indemnify, hold harmless, and defend the City, its officers, agents, directors, and/or employees, from any and all liabilities, claims, damages, losses, suits, judgments, and costs, including, but not limited to reasonable attorney's fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of Project Sponsor and persons employed or utilized by Project Sponsor in the performance of this Agreement. Project Sponsor shall, further, hold the City, its officials and/or employees, harmless for, and defend the City, its officials and/or employees against, any civil actions, statutory or similar claims, injuries or damages arising or resulting from the permitted work, even if it is alleged that the City, its officials and/or employees were negligent. These indemnifications shall survive the term of this Agreement. In the event that any action or proceeding is brought against the City by reason of any such claim or demand, the Project Sponsor shall, upon written notice from the City, resist and defend such action or proceeding by counsel satisfactory to the City. The Project Sponsor expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Project Sponsor shall in no way limit the responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, agents and instrumentalities as herein provided. The Project Sponsor shall further require its contractors to indemnify, hold harmless and defend the City, its officers, agents, directors, and/or employees against any and all liabilities, claims, damages, suits, judgments and costs, including attorney's fees arising out of, or resulting from the contractor's negligence or omissions in connection with this project. The indemnification provided above shall obligate the Project Sponsor to defend, at its own expense, to and through appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at the City's option, any and all claims of liability and all suits and actions of every name and description which may be brought against the City whether performed by the Project Sponsor, or persons employed or utilized by Project Sponsor. This indemnity will survive the cancellation or expiration of the Agreement. This indemnity will be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conforms to the limitations of §725.06 and/or §725.08, Florida Statutes, as applicable. The Project Sponsor agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of the Project Sponsor in which the Page 33 of 41 City participated either through review or concurrence of the Project Sponsor's actions. In reviewing, approving or rejecting any submissions by the Project Sponsor or other acts of the Project Sponsor, the City in no way assumes or shares any responsibility or liability of the Project Sponsor or Sub -contractor under this Agreement. ARTICLE X TERMINATION The Project Sponsor acknowledges that this Agreement may be terminated if the Project Sponsor materially fail to comply with the terms contained herein. 10.1 TERMINATION BECAUSE OF LACK OF FUNDS. In the event the City does not receive from its funding source funds to finance this Agreement, or in the event that the City's funding source de -obligates the funds allocated to finance this Agreement, the City may terminate this Agreement upon not less than twenty-four (24) hours prior notice in writing to the Project Sponsor. Said notice shall be delivered by certified mail, return receipt requested, or by in person delivery with proof of delivery. The City shall determine, in its sole and absolute discretion, whether or not funds are available. 10.2 TERMINATION FOR BREACH. The City may terminate this Agreement, in whole or in part, in the event, the City determines, in its sole and absolute discretion, that either the Project Sponsor is not making sufficient progress with regard to the Project's construction (thereby endangering its ultimate performance under this Agreement) or is not materially complying with any term or provision of this Agreement following the giving of notice and the expiration of all applicable cure periods. The City may terminate this Agreement, in whole or in part, in the event that the City determines, in its sole and absolute discretion, that there exists an event of default under and pursuant to the terms of any other agreement or obligation of any kind or nature whatsoever of the Project Sponsor to the City, direct or contingent, whether now or hereafter due, existing, created or arising, which event of default has continued beyond any applicable cure period. The City may terminate this Agreement, in whole or in part, in the event that the City determines, in its sole and absolute discretion, that there exists an event of default under and pursuant to the terms of any other agreement or obligation of any other Project sponsor or of any individual or entity executing this Agreement, to the City, direct or contingent, whether now or hereafter due, existing, created or arising, which event of default has continued beyond any applicable cure period. 10.3 Upon the occurrence of an Event of Default and the expiration of any cure period (in those circumstances for which a cure period is otherwise provided in this Agreement), and unless the Project Sponsor's breach is waived by the City in writing, the City may, by written notice to the Project Sponsor, terminate this Agreement upon not less than twenty-four (24) hours prior written notice. Said notice shall be delivered by certified mail, return receipt requested, or by in person delivery with proof of delivery. Waiver of breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the Page 34 of 41 terms of this Agreement. The provisions hereof are not intended to be, and shall not be, construed to limit the City's right to legal or equitable remedies. ARTICLE XI SUSPENSION 11.1 The City may, for reasonable cause, suspend the Project Sponsor's authority to obligate funds under this Agreement or withhold payments to the Project Sponsor, or both, pending necessary corrective action by the Project Sponsor. Reasonable cause shall be determined by the City in its sole and absolute discretion and may include: (a) Ineffective or improper use of the Bond Funds by the Project Sponsor. (b) Failure of the Project Sponsor to materially comply with any term or provision of this Agreement; or (c) Failure of the Project Sponsor to submit any documents required by this Agreement; or (d) The Project Sponsor's submittal of incorrect or incomplete documents. 11.2 The determinations and actions described in paragraph 11.1 above may be applied to all or any part of the activities funded pursuant to this Agreement. 11.3 The City will notify the Project Sponsor in writing of the type of action taken pursuant to this Article, by certified mail, return receipt requested, or by in person delivery with proof of delivery. The notification will include the reason(s) for such action, any conditions relating to the action, and the necessary corrective action(s). ARTICLE XII MISCELLANEOUS 12.1 ENFORCEMENT METHODS. As a means of enforcing compliance with the Bond Program, the City may utilize any enforcement measures it deems necessary. 12.2 RENEGOTIATION, MODIFICATION, OR SUBORDINATION. Modification of provisions of this Agreement shall be valid only when in writing and signed by the parties hereto. The parties agree to modify this Agreement if the City determines, in its sole and absolute discretion, that federal, state, and/or local governmental revisions of any applicable laws or regulations, or increases or decreases in budget allocations, make changes to this Agreement necessary. The City shall be the final authority in determining whether or not funds for this Agreement are available due to federal, state and/or local governmental revisions of any applicable laws or regulations, or increases or decreases in budget allocations. Moreover, the City shall determine in its sole and absolute discretion whether to subordinate the Mortgage. Page 35 of 41 12.3 RIGHT TO WAIVE. The City may, for good and sufficient cause, as determined by the City in its sole and absolute discretion, waive provisions of this Agreement or seek to obtain such waiver from an appropriate authority. Waiver requests from the Project Sponsor shall be in writing. A waiver shall not be construed to be a modification of this Agreement. 12.4 BUDGET AND BOND ELIGIBILITY ACTIVITY TITLE REVISIONS. Revisions to the Budget shall be made in writing, and approved in writing by the City; however, such revisions shall not necessitate an amendment hereto unless the amount of the Loan to be granted hereunder is changed, or unless otherwise required by the City. A revision to the Bond eligibility activity titles under which this Agreement's objectives are classified shall not require an amendment hereto. 12.5 DISPUTES. In the event an unresolved dispute exists between the Project Sponsor and the City, the City shall refer the issue, including the views of all interested parties and the recommendation of the City, to the City Manager, his designee, or such other official of the City who shall be authorized to exercise the authority of the City Manager in this regard ("City Manager") for determination. The City Manager will issue a determination within thirty (30) calendar days of receipt of a written request for resolution of the dispute and so advise the City and the Project Sponsor. In the event additional time is necessary, the City Manager will notify the interested parties within the thirty (30) day period that additional time is necessary. The Project Sponsor agrees that the City Manager's determination shall be final and binding on all parties, subject only to judicial review. 12.6 HEADINGS. The article and paragraph headings in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. 12.7 PROCEEDINGS. The Agreement shall be construed in accordance with the laws of the State of Florida and any proceedings arising between the parties in any manner pertaining or relating to this Agreement shall, to the extent permitted by law, be held in Miami -Dade County, Florida. 12.8 NOTICES AND CONTACT. All notices under this Agreement shall be in writing and addressed as follows: To City: With Copy To: City of Miami Department of Housing and Community Development 14 NE 1 Avenue, 2nd Floor Miami, Florida 33132 Attn: George Mensah, Director Victoria Mendez City Attorney City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 Page 36 of 41 To Project Sponsor: With Copy to: Block 55 Residential, LP 2901 Florida Avenue, Suite 806 Coconut Grove, FL 33133 Attn: Michael Swerdlow Lauren M. Hunt Grady Hunt PLLC 2525 Ponce de Leon Suite 300 Coral Gables, FL 33134 Except as otherwise provided in this Agreement, notice shall be deemed given upon hand delivery or five (5) business days after depositing the same with the U.S. Postal Service. The address or designated representative of the parties may be changed by notice given in accordance with this Section. 12.9 CONFLICTS WITH APPLICABLE LAWS. If any provision of this Agreement conflicts with any applicable law or regulation, only the conflicting provision shall be deemed by the parties hereto to be modified, or to be deleted if modification is inappropriate, to cause the provision to be consistent with the law or regulation. However, the obligations under this Agreement, as modified, shall continue and all other provisions of this Agreement shall remain in full force and effect. 12.10 ENTIRE AGREEMENT. This Agreement and its Exhibits described as follows contain all the terms and conditions of the Agreement between the parties: Exhibit A Legal Description Exhibit B Scope of Work/Project Schedule Exhibit C Budget Exhibit D Form of Disbursement Agreement Exhibit E Affirmative Marketing Procedures and Responsibilities Exhibit F Form of Mortgage and Security Agreement Exhibit G Form of Declaration of Restrictive Covenant Exhibit H Form of Rent Regulatory Agreement Exhibit I Signage Requirements Exhibit J Additional Insurance Requirements Exhibit K No Finder's Fee Affidavit Schedule A Schedule of Permitted Financing 12.11 WAIVER OF JURY TRIAL. Neither the Project Sponsor, the Borrower, the Project subcontractor(s), nor any other person liable for the responsibilities, obligations, services and representations herein, nor any assignee, successor, heir or personal representative of the Project Sponsor , the Project subcontractors or any other person or entity shall seek a jury trial in any lawsuit, proceeding, counterclaim or any other litigation procedure based upon or arising out of this Agreement, or the dealings or the relationship between or among such persons or entities, or any of them. Neither the Project Sponsor, the Borrower, nor the Project subcontractors, nor any other person Page 37 of 41 or entity will seek to consolidate any such action in which a jury trial has been waived with any other action. The provisions of this paragraph have been fully discussed by the parties hereto, and the provisions hereof shall be subject to no exceptions. Neither party to this Agreement has in any manner agreed with or represented to any other party that the provisions of this paragraph will not be fully enforced in all instances. 12.12 GOVERNING LAW AND VENUE. This Agreement shall be construed and enforced pursuant to the laws of the State of Florida, excluding all principles of choice of laws, conflict of laws and comity. Any action pursuant to a dispute under this Agreement must be brought in Miami -Dade County and no other venue. All meetings to resolve said dispute, including voluntary arbitration, mediation, or other alternative dispute resolution mechanism, will take place in this venue. The parties both waive any defense that venue in Miami -Dade County is not convenient. 12.13 HCLC AWARD MEMORANDA. The award memoranda and decisions of the HCLC dated September 18, 2020, and October 23, 2020 ("Award Memoranda") are hereby incorporated by reference. To the extent of any conflict between the Award Memoranda and the Loan Documents and when interpreting the intent of the Loan Documents, whichever provision is strictest will control. To the extent of any conflict between the Award Memoranda, the most recent Award Memorandum controls. 12.14 COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. 12.15 INCREASE IN PROJECT COSTS. In the event that the Project's costs increase by ten percent (10%) or more of the Budget that is attached as Exhibit "C," and Project Sponsor is unable to secure the requisite funding to cover the additional expense within 60 days before the Project's construction commences, then the City is permitted to recommend to HCLC that the Bond Funds should be de -obligated for this Project. 12.16 TENANT LOTTERY. The selection of eligible tenants to occupy the Bond Assisted Units shall be from the results of a tenant lottery, which shall be conducted with a representative of the City of Miami present. In addition, the Project Sponsors and the Bond Assisted Units shall comply with the requirements of the City of Miami Ordinance #13645 regarding Resident Preference. 12.17 COSTS, INCLUDING ATTORNEY'S FEES. The Project Sponsor agrees to pay when due for which an invoice is provided, all reasonable costs and expenses in connection with the administration or monitoring of compliance with this Agreement and all related documents and any other documents which may be delivered in connection with this Agreement or the Page 38 of 41 transactions contemplated hereby, including, without limitation, the reasonable fees and out of pocket expenses of the City and of counsel and any agents or consultants for the City, with respect thereto, in connection with the administration or monitoring of this Agreement and such other documents as may be delivered in connection herewith. In addition, the Project Sponsor shall pay any and all stamps and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement and such other documents as may be delivered in connection herewith, and agrees to save the City harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees. In the event litigation, arbitration, or mediation, between the parties hereto, arises out of the terms of this Agreement, each party shall be responsible for its own attorney's fees, costs, charges, and expenses through the conclusion of all appellate proceedings, and including any final settlement or judgment. 12.18 The Borrower's obligations pursuant to this Agreement shall be binding upon and inure to the respective heirs, personal and legal representatives, trustees and successors and assigns of the Parties hereto, including each and every such Party's past and present parent, subsidiary, affiliate or predecessor entities, any and all entities by which or under a name by which any Party has been known or has done business, and any and all of his, hers, its and/or their respective past and present officers, commissioners, directors, principals, trustees, administrators, agents, attorneys, accountants, insurers, reinsurers, servants, employees, shareholders, partners, managers, partners, heirs, and representatives. 12.19 Any references to federal regulations and programs in this Agreement and its exhibits are intended to be for illustrative purposes and not an indication that the Project is specifically subject to the cited regulations. Nonetheless, if this Agreement requires the Project Sponsor to comply with referenced federal regulations and programs, the City and the Project Sponsor agree that compliance shall be required as if the Project was subject to those federal regulations and programs, unless otherwise determined by the City in its sole discretion. 12.20 Project Sponsor specifically acknowledges and agrees to comply with City of Miami Ordinance No. 13491, § 2-415. 12.21 Parties agree that the Loan will be non -recourse except that the exceptions to non - course applicable to any Permitted Senior Financing shall also apply to this Loan, as well as the following to the extent not covered by the Permitted Senior Financing: (i) the fees of the City and its extraordinary costs and expenses, including but not limited to reasonable legal fees and out-of-pocket costs and expenses of the City's counsel incurred in connection with the interpretation or enforcement of the Loan Documents, (ii) indemnification provisions in favor of the City set forth in the Loan Documents, (iii) the leases, rents, profits and issues of the Project following any payment default (without regard to the expiration of any cure period, if any) to the extent misapplied, (iv) liability for intentional waste, destruction or damage to the Project or any part thereof, (v) tenant security deposits, to the extent not properly accounted for, or prepaid rent, to the extent misapplied, (vi) any liability, damage, cost or expense incurred by City, in connection with the loan, as a result of any fraud, material misrepresentation or bad faith by Page 39 of 41 Borrower, and (vii) any liability related to the Project and any financing thereof pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. 12.22 The Borrower has represented that no Florida documentary stamps or intangible taxes are required to paid on the Note or the Mortgage. The Borrower hereby agrees to indemnify and to defend and hold the Lender and all of its affiliates, successors, and assigns harmless against any and all documentary stamp taxes and intangible taxes, if any, imposed assessed or claimed as a result of or arising out of: (i) Lender's acceptance and/or ownership of the Note or Mortgage (or any other loan document pertaining to the loan referenced to therein); or (ii) the execution or delivery of the Note and the Mortgage (or any other loan document pertaining to the loan referred to therein) (it being understood that any reference herein to documentary stamp taxes and intangible taxes include any and all penalties, interest and attorneys' fees incurred by the Lender in connection therewith), and the Borrower agrees to pay any and all such documentary stamp taxes or intangible taxes upon demand. In the event of a failure by the Borrower to pay such documentary stamp taxes and intangible taxes upon demand and should the Lender elect to pay the same, all such charges shall be secured by the lien of the Note and the Mortgage and shall bear interest at the Default Rate, as provided in the Note, from the date of advance by the Lender until paid by the Borrower. The provisions of this Section shall survive repayment of the Notes and the satisfaction of the Note and Mortgage so long as a claim may be asserted by the State of Florida or any of its agencies. 12.23 Notwithstanding the provisions of Section 6.5 hereof, the City's consent shall not be required for the partial release of the Sawyer's Walk Community Development District's ("CDD") parking garage fee parcel upon recording of the vertical subdivision declaration and conveyance of the parking garage fee parcel to the CDD. Additionally, the City's consent to the transfer and/or partial release of the parcel consisting of approximately 180,657 square feet of retail/office space and related amenities on the first (1st), sixth (6th) and seventh (7th) floors of the Building ("75% Retail Unit") shall be deemed to be given up receipt by the City of written evidence, in a form acceptable to the City, that the Senior Lender has consented to the transfer and/or release of the 75% Retail Unit as contemplated in Section 6.37 of the loan agreement dated as of August , 2021, between the Senior Lender and Borrower (the "Senior Lender Loan Agreement"). Additionally, the City's consent to the establishment of a vertical subdivision, recording of the declaration of covenants, easements, and restrictions and the covenant in lieu of unity of title in connection therewith, and subsequent recordation of condominium documents shall also not be required if there is delivered to the City documentation confirming the approval of such actions by the Senior Lender pursuant to the Senior Lender Loan Agreement. The City agrees to execute and deliver joinders to the aforementioned declaration(s) upon request, as necessary. In the event of any such vertical subdivision, establishment of condominium, or release, the Covenant, the Mortgage, the Rent Regulatory Agreement, and the Loan Agreement shall be amended to reflect the change in the legal description of the Property, as necessary. If a transfer occurs prior to the release, such transfer shall be subject to the lien of the Mortgage. For the avoidance of doubt the aforementioned provisions relating to transfer and/or release shall not apply to the parcel consisting of approximately 74,226 square feet of retail/office space and related amenities on the first (1st) and sixth (6th) floors of the Building ("25% Retail Unit"). Page 40 of 41 12.24 During the Affordability Period, Project Sponsor will provide monthly parking permits at no charge to tenants of the Assisted Units as follows: one (1) parking permit per vehicle registered in the name of each tenant under a lease of an Assisted Unit, up to a total of one hundred twenty two (122) parking permits for the Assisted Units providing free on -site parking to such tenant. Such permits shall be provided on a first -come, first -served basis. In the avoidance of doubt, the provisions of this Section 12.24 shall not impact the rent requirements of the Rent Regulatory Agreement, attached hereto and incorporated herein as Exhibit H. [Remainder of page left Blank] [Signatures on Following Pages] Page 41 of 41 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their undersigned officials as duly authorized. WITNESSES: c...4 Print Name: /7l_. c.,L• ,}1i,,-_ By: Print Name: Robert W. Lain Title: President/Executive D. ector Print Name: /—Cs / V' 'L Date: PROJECT SPONSOR: Block 55 Residential, LP, a Florida limited partnership By: Pacific Southwest Community Development Corporation, a California nonprofit public benefit corporation, its general partner ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of ) tbefore me, 1 (insert name and title of the officer) personally appeared k✓ - who proved to me on the basis of satisfactory evidence to be the person(s'' whose nameK is/p.re subscribed to the within instrument and acknowledged to me that he/seJthey executed the same in his/her/heir authorized capacity(i), and that by his lyey/fheir signature on the instrument the person, or the entity upon behalf of which the personated, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and offs l seal. Signature (Seal) GREGG MILLER Notary Public - California San Diego County Commission # 1345570 My Comm. Expires Feb 7, 2025 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their undersigned officials as duly authorized. ATTEST: APPROVED AS TO INSURANCE REQUIREMENTS Gomez, Frank Digitally signed by Gomez, Frank Date: 2021.08.11 06:48:34 -04'00' Ann -Marie Sharpe Director of Risk Management CITY: CITY OF MIAMI, a municipal corporation of the State of Florida By: Arthur oriega V, City Manager APPROVE I_.^f 0 FORM AND CO KVictoria Mend City Attorn 2/i Exhibit A Legal Description of Real Property THE LAND REFERRED TO HEREIN BELOW 15 SITUATED IN THE COUNTY OF MIAMI-DADE, STATE OF FLORIDA, AND DESCRIBED AS FOLLOWS: LOTS 1 THROUGH 20, INCLUSIVE, OF BLOCK 55 NORTH, MAP OF MIAMI, DADE CO. FLA., ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK B, PAGE 41, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; LESS AND EXCEPT THE EAST 7.5 FEET OF LOT 20; AND FURTHER LESS AND EXCEPT THAT PORTION OF LOT 10 TAKEN BY THE STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION BY ORDER OF TAKING RECORDED IN OFFICIAL RECORDS BOOK 5349, PAGE 129, OF THE PUBLIC RECORDS OF MIAMI- DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN ON THE WEST LINE OF SAID LOT 10 AT A POINT 14.51 FEET SOUTH 02°16'16" EAST FROM THE NORTHWEST CORNER THEREOF, SAID POINT BEING THE BEGINNING OF A CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 14.5 FEET, THENCE FROM A TANGENT BEARING OF NORTH 02°16'16" WEST RUN NORTHWESTERLY, NORTHERLY AND NORTHEASTERLY 22.79 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90°02'57" TO THE NORTH LINE OF SAID LOT 10, THENCE WESTERLY 14.51 FEET ALONG SAID NORTH LINE TO THE NORTHWEST CORNER OF SAID LOT 10, THENCE SOUTH 02°16'16" EAST 14.51 FEET ALONG THE WEST LINE OF SAID LOT 10 TO THE POINT OF BEGINNING. LESS AND EXCEPT: THOSE PORTIONS OF LOT 1 AND LOTS 10 THROUGH 20, OF BLOCK 55N, MAP OF MIAMI, DADE CO. FLA., ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK B, PAGE 41, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; LESS AND EXCEPT THE EAST 7.50 FEET OF SAID LOT 20; AND FURTHER LESS AND EXCEPT THAT PORTION OF SAID LOT 10 TAKEN BY THE STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION BY ORDER OF TAKING RECORDED IN OFFICIAL RECORDS BOOK 5349, PAGE 129, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN ON THE WEST LINE OF SAID LOT 10 AT A POINT 14.51 FEET SOUTH 02°16'16" EAST FROM THE NORTHWEST CORNER THEREOF, SAID POINT BEING THE BEGINNING OF A CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 14.5 FEET, THENCE FROM A TANGENT BEARING OF NORTH 02°16'16" WEST RUN NORTHWESTERLY, NORTHERLY AND NORTHEASTERLY 22.79 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90°02'57" TO THE NORTH LINE OF SAID LOT 10, THENCE WESTERLY 14.51 FEET ALONG SAID NORTH LINE TO THE NORTHWEST CORNER OF SAID LOT 10, THENCE SOUTH 02°16'16" EAST 14.51 FEET ALONG THE WEST LINE OF SAID LOT 10 TO THE POINT OF BEGINNING. SAID RIGHT-OF-WAY DEDICATION PARCEL LYING IN SAID BLOCK 55N AND BEING DESCRIBED AS FOLLOWS: THE EAST 12.50 FEET OF SAID LOT 1. AND THE WEST 10.00 FEET OF SAID LOT 10. AND THE WEST 10.00 FEET AND THE SOUTH 10.00 FEET OF SAID LOT 11 AND THE EXTERNAL AREA OF A CIRCULAR CURVE, LYING WITHIN SAID LOT 11, SAID CIRCULAR CURVE FORMED BY A 25.00 FOOT RADIUS, CONCAVE TO THE NORTHEAST, AND TANGENT TO A LINE 10.00 FEET EAST OF AND PARALLEL WITH THE WEST LINE OF SAID LOT 11 AND TANGENT TO A LINE 10.00 FEET NORTH OF AND PARALLEL WITH THE SOUTH LINE OF SAID LOT 11. AND THE SOUTH 10.00 FEET OF SAID LOTS 12 THROUGH 19, INCLUSIVE. AND THE SOUTH 10.00 FEET AND THE WEST 5.00 FEET OF THE EAST 12.50 FEET OF SAID LOT 20 AND THE EXTERNAL AREA OF A CIRCULAR CURVE, LYING WITHIN SAID LOT 20, SAID CIRCULAR CURVE FORMED BY A 25.00 FOOT RADIUS, CONCAVE TO THE NORTHWEST, AND TANGENT TO A LINE 12.50 FEET WEST OF AND PARALLEL WITH THE EAST LINE OF SAID LOT 20 AND TANGENT TO A LINE 10.00 FEET NORTH OF AND PARALLEL WITH THE SOUTH LINE OF SAID LOT 20. Exhibit B Scope of Work/Project Schedule SCOPE OF WORK / PROJECT SCHEDULE Sawyer's Walk The Sawyer's Walk project will be new construction consisting of an 18-story high-rise mixed -use commercial and residential complex located at 249 NW 6 Street, Miami in the Overtown neighborhood (Census Tract 34.00). The project's residential space will be a total of approximately 580,172 square feet consisting of a total of five hundred seventy- eight (578) units consisting of one hundred ten (110) studio/one-bathroom units; two hundred eighty (280) one-bedroom/one-bathroom units; and one hundred eighty-eight (188) two-bedroom/two-bathroom units and related amenities. All units will be City - assisted for very low, moderately low and low income households. The project's retail space will consist of a total of approximately 360,081 gross square feet. The project will offer the second through fifth floors of the project for retail and residential parking with approximately 955 spaces. Activity Estimated Date Environmental Remediation Completion December 2020 Building Permitting (Permit Ready) July 2021 Start of Construction August 2021 Construction Completion January 2024 Commence Affirmative Marketing February 2024 Initial Lease -Up (Leasing Activities Commence) March 2024 Stabilized Occupancy July 2024 4824-0000-5876, v. 2 Exhibit C Budget CITY OF MIAMI APPLICANT: Block 55 Owner, LLC PROJECT NAME: Sawyer's Landing Financing Sources: Specify Name See Note Below Column 1 Column 2 Column 3 Column 4 Column 5 Column 6 Column 7 Total Project GOB Funds Construction loan spent - R4 Deovel pment District infrastruucture grant CRA Grant Equity Investment tax credit - R4 Equity Investment Land Acquisition $ 19,030,000.00 $ 6,530,000.00 $ 5,000,000.00 $ 7,500,000.00 $ 0.00 $ - Hard Costs Construction (incl. Site work) 178,545,788 $ 6,216,537.61 $ 111,558,493.30 48,319,329 $ 6,000,000.00 $ 6,451,428.00 $ - Construction contingency 16,054,909 $ 398,658.64 $ 10,204,601.20 4,564,183 $ 887,466.74 $ - Construction: Concrete/Soil Test 1,230,460 $ 63,751.60 $ 672,296.80 246,092 $ 248,319.60 $ - Appliances 3,221,392 $ 364,428.64 $ 2,038,984.30 - $ 817,979.06 $ - Construction Supervision 5,944,571 $ 446,623.51 $ 3,053,489.81 1,577,236 $ 867,221.04 $ - Total Hard Costs $ 204,997,119.88 $ 7,490,000.00 $ 127,527,865.41 $ 54,706,840.03 $ 6,000,000.00 $ - $ 9,272,414.44 $ - Soft Costs Arch Design, Civil Engineering 11,296,650 $ - $ 6,979,289.73 1,756,852 $ 1,252,733.32 $ 1,307,775.44 Impact & School Fees 726,272 $ - $ 156,930.12 437,303 $ 120,421.07 $ 11,617.46 Permits / Fees 1,991,587 $ - $ 495,344.08 819,357 $ 117,329.95 $ 559,556.08 Legal 2,825,000 $ - $ 2,107,673.19 $ 254,212.53 $ 463,114.28 Licenses / Environmental / Utility Fees 1,271,998 $ - $ 138,592.84 1,095,998 $ 12,267.38 $ 25,139.78 Appraisal / Surveys 78,000 $ - $ 51,834.92 8,600 $ 16,019.61 $ 1,545.47 Insurance: Construction Period 1,912,845 $ - $ 1,156,128.02 366,498 $ 355,885.84 $ 34,333.61 Marketing / Advertising 2,527,600 $ - $ 702,772.94 1,597,400 $ 135,446.60 $ 91,980.46 Loan Closing / Financing Fees 16,598,830 $ - $ 15,659,861.21 196,000 $ - $ 742,968.48 Interest / Carrying Costs 23,987,321 $ - $ 12,147,193.43 10,412,185 $ - $ 1,427,943.15 Title Insurance & Recording 1,911,343 $ - $ 1,150,817.57 445,302 $ 281,106.83 $ 34,116.64 Temporary/Permanent Relocation Fees Taxes 636,765 $ - $ 475,076.66 $ 147,461.71 $ 14,226.17 $ - For Use by City: City incurred costs 10,000 $ 10,000.00 $ - $ - $ - Developer's Fees & Overhead 12,089,283 $ - $ 6,544,478.45 3,371,727 $ 1,981,879.07 $ 191,199.12 Soft Cost Contingency $ 5,000,000.00 $ - $ 3,176,141.43 750,000 $ 979,374.71 $ 94,483.86 Total Soft Costs $ 82,863,493.55 $ 10,000.00 $ 50,942,134.59 $ 21,257,220.34 $ - $ - $ 5,654,138.63 $ 5,000,000.00 Total Project Cost $ 306,890,613.43 $ 7,500,000.00 $ 185,000,000.00 $ 80,964,060.37 $ 6,000,000.00 $ 7,500,000.00 $ 14,926,553.06 $ 5,000,000.00 Exhibit D Form of Disbursement Agreement DISBURSEMENT AGREEMENT FOR BLOCK 55 RESIDENTIAL, LP (MIAMI FOREVER BOND FUNDS) This Disbursement Agreement for Miami Forever Bond funds ("Disbursement Agreement") is made as of this /1 day of , 2021 by and between BLOCK 55 RESIDENTIAL, LP, a Florida limited partnershi (hereinafter the "Project Sponsor"), and the CITY OF MIAMI, a municipal corporation of the State of Florida (hereinafter the "City"). RECITALS WHEREAS, the Project Sponsor is developing a project known as Sawayer's Walk (the "Project"), that will increase the supply of rental housing units for Very Low, Low, and Moderately Low Income Households in the community; and WHEREAS, on September 18, 2020, and on October 23, 2020, the City's Housing and Commercial Loan Committee approved an allocation of Miami Forever Bond ("Bond") funds in the amount of seven million five hundred thousand and 00/100 dollars ($7,500,000.00) to the Project Sponsor for certain Project construction hard costs (the "Bond Funds"); and WHEREAS, the funding commitment of the City to the Project Sponsor for the Bond Funds is more fully described in that certain Miami Forever Bond Loan Agreement of even date herewith (the "Loan Agreement"); and WHEREAS, the Project Sponsor and the City desire to establish the mechanism whereby the Project Sponsor will apply to receive the Bond Funds; NOW, THEREFORE, for and in consideration of the Project Sponsor's construction and development of the Project and the reciprocal agreements set forth herein, the Project Sponsor and the City agree as follows: ARTICLE I DISBURSEMENT PROCEDURE 1.1 This Disbursement Agreement establishes the conditions to the City's obligation to loan the Bond Funds to the Project Sponsor. The Project Sponsor may not request disbursement of funds pursuant to this Disbursement Agreement until such funds are needed for the reimbursement of eligible costs. Provided the City is obligated to disburse the Bond Funds pursuant to the Loan Agreement, the City will disburse such funds in accordance with this Article I. 1.2 The Project Sponsor shall submit draw requests for the Bond Funds, which draw requests will be submitted not more frequently than one (1) time per month. The City shall not fund any draw request in an amount that exceeds the City's initial contribution percentage of the entire development cost of the project. The Project Sponsor will submit or cause to be submitted the following documentation to the City: (a) Hard Costs: (i) A Request for Disbursement, in a form acceptable to the City, setting forth such details concerning construction of the Project as the City shall require, including: the amount paid to date to the General Contractor constructing the Project (the "Contractor") and pursuant to the contract for the construction of the Project between the Project Sponsor and the Contractor (the "Construction Contract"); the amounts, if any, paid directly by the Page 1 of 6 Project Sponsor to subcontractors of the Contractor and material men; the amount then currently payable to the Contractor, broken down by trades; the amounts paid on account of the Contractor's construction fee; and the balance of the construction costs which will remain unpaid after the payment of the amount currently payable. (ii) Any Request for Disbursement must be submitted to the City by no later than the thirtieth (30th) day of each month. Each Request for Disbursement must be signed by the Project Sponsor, the architect for the Project and the Contractor. (iii) Applications for receiving Bond Funds for reimbursement of hard costs will include and such architectural documents as the City may require. The City Inspector, as described in Section 1.3 hereof, shall be required to certify with each draw request: the amount of work on the Project that has been completed; the good and acceptable workmanship of the Contractor and its subcontractors; compliance with approved final plans and specifications of the Project; and such other matters as the City may require. Lien waivers/releases shall be submitted to the City Inspector for review and approval before each disbursement. If the City requires that its title insurance policy be updated, the Project Sponsor shall also submit to the title insurance company all lien waivers/releases in connection with each proposed draw. All costs associated with the title insurance company updating the title insurance policy shall be paid by the Project Sponsor. (b) OMITTED (c) Such other information and documents as the City may require. (d) Each Request for Disbursement shall constitute a representation and certification by the Project Sponsor and the Contractor to the City that: (i) The materials have been physically incorporated into the Project, free of liens and security interests, and that the construction of the Project to date has been performed substantially in accordance with the drawings and specifications and in a first- class workmanlike manner; (ii) All governmental licenses and permits required by the Project as then completed have been obtained and are available for inspection by the City; (iii) The Project as then completed does not violate any law, ordinance, rule, regulation, or order or decree of any court or governmental authority; and (iv) No Event of Default has occurred and is continuing and there is no continuing default under the Construction Contract. (v) The Project Sponsor, the Contractor and each subcontractor has complied with all applicable Federal, state and local laws and regulations relating to labor standards and with HUD Handbook 1344.1 where applicable. (vi) Such other information and documents as the City may reasonably require. (vii) Each item for which reimbursement is requested in a Request for Disbursement is properly chargeable as a capital expense for federal income tax, accounting and state law purposes. 1.3 The City Inspector will review the work that is incorporated into the Project and for which each Request for Disbursement of the Bond Funds is submitted. The City Inspector will Page 2 of 6 review and approve the final plans and specifications for the Project and will review and approve the draw requests based on the percentage of work completed. The City Inspector's reviews, approvals, and conclusions shall be for the sole benefit of the City. All construction change orders must receive the prior written approval of the City Inspector. Change orders that have not received the prior written approval of the City Inspector shall not be approved for payment/ reimbursement by the City. 1.4 Within ten (10) working days of its receipt of a Request for Disbursement delivered pursuant to Section 1.2 hereof and without attempting to verify the completeness of same, the City will notify the City Inspector of the need to inspect the progress of construction work at the Project (the "Notification") and shall forward to the City Inspector the Request for Disbursement that has been delivered by the Project Sponsor. 1.5 The City Inspector shall complete its inspection and submit its report to the City within five (5) business days of receipt of the Notification. 1.6 If the City finds the materials submitted by the Project Sponsor and the report of inspection by the City Inspector to be satisfactory to the City and in accordance with the Loan Agreement, the City shall fund to the Project Sponsor the sum requested by the Project Sponsor or such lower sum as the City deems appropriate. 1.7 The City shall fund disbursements of the Bond Funds by no later than fourteen (14) business days after it has received both the Request For Disbursement, in the form required by Section 1.2 hereof, and the inspection report of the City Inspector, in the form required by Sections 1.2 and 1.3 hereof, provided that all necessary documentation is complete and correct. 1.8 The City shall retain five percent (5%) of the Bond Funds allocated to the Project Sponsor's hard costs (the "Allocation Retainage") until it has received confirmation that the project has issued a Certificate of Occupancy or Temporary Certificate of Occupancy, and at the Project Sponsor's sole cost, a Final Cost Certification prepared by an independent certified public accountant, both in form and substance acceptable to the City. 1.9 The City reserves the right to refuse to fund any disbursement request(s) in the event that the City determines that the Project and/or the Project Sponsor are not in compliance with any local, state or federal law or requirement. 1.10 Disbursements for other than hard costs, if permitted pursuant to the Loan Agreement, shall be made in accordance with the City of Miami Department of Housing and Community Development Disbursement of Funds Checklist. ARTICLE II MISCELLANEOUS 2.1 This Agreement may only be amended in writing by all the parties hereto. 2.2 This Disbursement Agreement, the Loan Agreement and the other documents executed by the parties in connection therewith constitute the entire agreement between the parties hereto and no other agreements or representations, unless incorporated in this Disbursement Agreement, shall be binding upon any of the parties hereto. 2.3 All capitalized terms not defined herein shall have the meanings provided in the Loan Agreement. Page3 of 6 2.4 In the event litigation, arbitration, or mediation, between the parties hereto, arises out of the terms of this Disbursement Agreement, each party shall be responsible for its own attorney's fees, costs, charges, and expenses through the conclusion of all appellate proceedings, and including any final settlement or judgment. 2.5 This Disbursement Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Disbursement Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Disbursement Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Disbursement Agreement upon request. [Signatures on the Following Page] Page 4 of 6 IN WITNESS WHEREOF, this Disbursement Agreement has been executed by the Project Sponsor and the City on the date first above written. WITNESSES: fd Print Name: "bp R,a" „ PROJECT SPONSOR: Block 55 Residential, LP, a Florida limited partnership By: Pacific Southwest Community Development Corporation, a California nonprofit public benefit corporation, its general partner By: Print Name: Robert W. Lai Title: President/Executive Director .4./) Date: Print Name: s c_c-cso2 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validit of that document. State of California County of �s.1 Zs7 On i, before f -i—ls1 _ JJ F3 fr� �"'Li me, (insert name and title of the officer) who proved to me on the basis of satisfactory evidence to be the person whose name(, ' is/are subscribed to the within instrument and acknowledged to me that hest e/they executed the same in his/hp-Weir authorized capacity(i9S, and that by his/hjar tieir signature(on the instrument the person( or the entity upon behalf of w iichh the person f } acted, executed the instrument. personally appeared I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and o 'al seal. Signature (Seal) GREGG MILLER Notary Public - California San Diego County F. Commission # 2345570 `�� My Comm. Expires Feb 7, 2025 IN WITNESS WHEREOF, this Disbursement Agreement has been executed by the Project Sponsor and the City on the date first above written. ATTEST: CITY: City of Miami, a municipal corporation of the State of Florid By: Todd B. HannArthur Norie City Clerk City Manager Date: Bit((aaa ► APPROVED AS AND CO Victo City A Page 6 of 6 Exhibit E Affirmative Marketing Procedures and Responsibilities Note to all applicants/respondents: This form was developed with Nuance, the official HUD software for the creation of HUD forms. HUD has made available instructions for downloading a free installation of a Nuance reader that allows the user to fill-in and save this form in Nuance. Please see http://portal.hud.gov/hudportal/documents/huddoc?id=nuancereaderinstall.pdf for the instructions. Using Nuance software is the only means of completing this form. Affirmative Fair Housing Marketing Plan (AFHMP) - Multifamily Housing U.S. Department of Housing and Urban Development Office of Fair Housing and Equal Opportunity OMB Approval No. 2529-0013 (exp.1/31/2021) la. Project Name & Address (including City, County, State & Zip Code) Sawyer's Walk 249 NW 6th Street Miami, FL 33136 Miami -Dade County 1 b. Project Contract Number OMB Approval No. 2577-0169 Id. Census Tract lc. No. of Units 578 34.00 le. Housing/Expanded Housing Market Area Housing Market Area: Miami, FL Expanded Housing Market Area: Miami -Dade County If. Managing Agent Name, Address (including City, County, State & Zip Code), Telephone Number & Email Address Wingate Management, 100 Wells Avenue, Newton, MA 02459 (Middlesex County), 781-707-9100, info@wingatecompanies.com lg. Application/Owner/Developer Name, Address (including City, County, State & Zip Code), Telephone Number & Email Address Block 55 Residential, LP, 2901 Florida St, Suite 806, Coconut Grove, FL 33133, Miami -Dade County, 305-476-0100, info@swerdlow.com 1 h. Entity Responsible for Marketing (check all that apply) Owner 0 Agent 0 Other (specify) Position, Name (if known), Address ( including City, County, State & Zip Code), Telephone Number & Email Address Wingate Management, 100 Wells Avenue, Newton, MA 02459 (Middlesex County), 781-707-9100, info@wingatecompanies.com 1i. To whom should approval and other correspondence concerning this AFHMP be sent? Indicate Name, Address (including City, State & Zip Code), Telephone Number & E-Mail Address. Wingate Management, 100 Wells Avenue, Newton, MA 02459 (Middlesex County), 781-707-9100, info@wingatecompanies.com 2a. Affirmative Fair Housing Marketing Plan Plan Type 'Initial Plan Reason(s) for current update: Date of the First Approved AFHMP: New Construction 2b. HUD -Approved Occupancy of the Project (check all that apply) Z Elderly Z Family 0 Mixed (Elderly/Disabled) Ei Disabled 2c. Date of Initial Occupancy 10/01/2023 2d. Advertising Start Date Advertising must begin at least 90 days prior to initial or renewed occupancy for new construction and substantial rehabilitation projects. Date advertising began or will begin For existing projects, select below the reason advertising will be used: 07/01/2023 To fill existing unit vacancies El To place applicants on a waiting list El (which currently has To reopen a closed waiting list El (which currently has individuals) individuals) Previous editions are obsolete Page 1 of 8 Form HUD-935.2A (12/2011) 3a. Demographics of Project and Housing Market Area Complete and submit Worksheet 1. 3b. Targeted Marketing Activity Based on your completed Worksheet 1, indicate which demographic group(s) in the housing market area is/are least likely to apply for the housing without special outreach efforts. (check all that apply) ❑ White ❑✓ American Indian or Alaska Native QAsian ['Native Hawaiian or Other Pacific Islander ❑ Hispanic or Latino ❑ Families with Children ❑ Other ethnic group, religion, etc. (specify) ❑ Black or African American ❑ Persons with Disabilities 4a. Residency Preference Is the owner requesting a residency preference? If yes, complete questions 1 through 5. If no, proceed to Block 4b. (1) Type Please Select Type No (2) Is the residency preference area: The same as the AFHMP housing/expanded housing market area as identified in Block 1 e? Please Select Yes or No The same as the residency preference area of the local PHA in whose jurisdiction the project is located? (3) What is the geographic area for the residency preference? Please Select Yes or No (4) What is the reason for having a residency preference? (5) How do you plan to periodically evaluate your residency preference to ensure that it is in accordance with the non-discrimination and equal opportunity requirements in 24 CFR 5.105(a)? Complete and submit Worksheet 2 when requesting a residency preference (see also 24 CFR 5.655(c)(1)) for residency preference requirements. The requirements in 24 CFR 5.655(c)(1) will be used by HUD as guidelines for evaluating residency preferences consistent with the applicable HUD program requirements. See also HUD Occupancy Handbook (4350.3) Chapter 4, Section.4.6 for additional guidance on preferences. 4b. Proposed Marketing Activities: Community Contacts Complete and submit Worksheet 3 to describe your use of community contacts to market the project to those least likely to apply. 4c. Proposed Marketing Activities: Methods of Advertising Complete and submit Worksheet 4 to describe your proposed methods of advertising that will be used to market to those least likely to apply. Attach copies of advertisements, radio and television scripts, Internet advertisements, websites, and brochures, etc. Previous editions are obsolete Page 2 of 8 Form HUD-935.2A (12/2011) 5a. Fair Housing Poster The Fair Housing Poster must be prominently displayed in all offices in which sale or rental ac ivity takes place (24 CFR 200.620(e)). Check below all locations where the Poster will be displayed. ❑✓ Rental Office ❑ Real Estate Office D Model Unit ❑ Other (specify) 5b.Affirmative Fair Housing Marketing Plan The AFHMP must be available for public inspection at the sales or rental office (24 CFR 200.625). Check below all locations where the AFHMP will be made available. ❑✓ Rental Office ❑ Real Estate Office ❑ Model Unit ❑ Other (specify) 5c. Project Site Sign Project Site Signs, if any, must display in a conspicuous position the HUD approved Equal Housing Opportunity logo, slogan, or statement (24 CFR 200.620(f)). Check below all locations where the Project Site Sign will be displayed. Please submit photos of Project signs. ❑ Rental Office ❑ Real Estate Office ❑ Model Unit Q Entrance to Project Other (specify) The size of the Project Site Sign will be TBD x TBD The Equal Housing Opportunity logo or slogan or statement will be TBD x TBD Fencing, gates, building 6. Evaluation of Marketing Activities Explain the evaluation process you will use to determine whether your marketing activities have been successful in attracting individuals least likely to apply, how often you will make this determination, and how you will make decisions about future marketing based on the evaluation process. When we begin leasing and generate prospective leads, the office staff will record the number of walk-ins and inquiries that fall in the identified demographic groups that are least likely to apply and that are under -represented. Accumulated statistics will be evaluated to determine if the percentage of people inquiring that fall into under -represented groups increases as a result of the marketing efforts or additional modifications need to be made to reach the under -represented groups. Evaluations of the statistics will continue monthly until the waiting list is closed again. If the percentage of those targeted in the least -likely -to -apply groups approximates the demographic characteristics for the Housing Area, marketing efforts will be assumed to be successful. If the percentage of those targeted as least -likely -to -apply does not approach the Housing Area demographic characteristics, additional efforts to reach the targeted groups will be made in future marketing by researching available marketing options that targeted identified individuals least likely to apply and implementing additional marketing options based upon available funds to attempt to reach the least -likely -to -apply demographic groups. Ongoing tracking of inquiries to determine if the marketing efforts are successful will be implemented when marketing is initiated. Form HUD-935.2A(12/2011) Previous editions are obsolete Page 3 of 8 7a. Marketing Staff What staff positions are/will be responsible for affirmative marketing? Community Manager, Assistant Manager, and Leasing Consultants 7b. Staff Training and Assessment: AFHMP (1) Has staff been trained on the AFHMP? (2) Has staff been instructed in writing and orally on non-discrimination and fair housing policies as required by 24 CFR 200.620(c)? (3) If yes, who provides instruction on the AFHMP and Fair Housing Act, and how frequently? Yes Yes 3rd Party Provider, Grace Hill Fair Housing (4) Do you periodically assess staff skills on the use of the AFHMP and the application of the Fair Housing Act? (5) f yes, how and how often? Yes On -going - At minimum, twice per year 7c. Tenant Selection Training/Staff (1) Has staff been trained on tenant selection in accordance with the project's occupancy policy, including any residency preferences? Yes (2) What staff positions are/will be responsible for tenant selection? Community Manager, Assistant Community Manager, and Leasing Consultants 7d. Staff Instruction/Training: Describe AFHM/Fair Housing Act staff training, already provided or to be provided, to whom it was/will be provided, content of training, and the dates of past and anticipated training. Please include copies of any AFHM/Fair Housing staff training materials. We train our on -site personnel with an Online version of Fair Housing Training through Grace Hill. This training is mandatory for all on -site personnel. Previous editions are obsolete Page 4 of 8 Form HUD-935.2A (12/2011) 8. Additional Considerations Is there anything else you would like to tell us about your AFHMP to help ensure that your program is marketed to those least likely to apply for housing in your project? Please attach additional sheets, as needed. As stated in Section 7a of this AFHMP, the Community Manager is ultimately responsible for marketing activities at the Project, with the assistance of additional staff, and any other applicable staff members. There will be a quarterly budget specifically allocated to marketing efforts with promotions and examples such as, but not limited to, Internet Advertising, direct mailing, a resident referral program, local business partnerships, specialized on -site events, financial incentives, etc. 9. Review and Update By signing this form, the applicant/respondent agrees to implement its AFHMP, and to review and update its AFHMP in accordance with the instructions to item 9 of this form in order to ensure continued compliance with HUD's Affirmative Fair Housing Marketing Regulations (see 24 CFR Part 200, Subpart M). I hereby certify that all the information stated herein, as well as any information provided in the accompaniment herewith, is true and accurate. Warning: HUD will prosecute false claims and statements. Conviction may result in criminal and/or civil penalties. (See 18 U.S.C. 1001, 1010, 1012; 31 U.S.C. 3729, 3802). Signature of person submitting this Plan & Date of Submission (mm/dd/yyyy) Name (type or print) Stephen Garchik Title & Name of Company Developer, Swerdlow Group For HUD -Office of Housing Use Only Reviewing Official: For HUD -Office of Fair Housing and Equal Opportunity Use Only Approval n Disapproval Signature & Date (mm/dd/yyyy) Signature & Date (mm/dd/yyyy) Name (type or print) Title Name (type or print) Title Previous editions are obsolete Page 5 of 8 Form HUD-935.2A (12/2011) Exhibit F Form of Mortgage and Security Agreement Prepared by and After recording, return to: Victoria Mendez, Esq. City Attorney City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 Tel: (305) 416-1800 Address: 249 NW 6 Street Miami, Florida 33136 Note to Recorder: This mortgage is given to secure the financing of housing under Part V of Chapter 420 of the Florida Statutes and is exempt from taxation pursuant to Section 420.513 Florida Statutes. MIAMI FOREVER BOND MORTGAGE AND SECURITY AGREEMENTFOR SAWYER'S WALK THIS MIAMI FOREVER BOND MORTGAGE AND SECURITY AGREEMENT FOR SAWYER'S WALK (hereinafter referred to as the "Mortgage"), is executed and delivered the day of , 2021 by Block 55 Residential, LP, a Florida limited partnership, whose address is 2901 Florida Avenue, Coconut Grove, FL 33133 (hereinafter referred to as the "Mortgagor"), in favor of the City of Miami, whose address is 444 S.W. 2nd Avenue, Miami, Florida 33130 (hereinafter called "the Mortgagee"). RECITALS WHEREAS, the Mortgagee has approved an allocation of Seven Million Five Hundred Thousand and 00/100 Dollars ($7,500,000.00) in Miami Forever Bond ("Bond") funds for construction of a total of two hundred eighty nine (289); and WHEREAS, Mortgagor has delivered to Mortgagee that certain Promissory Note for Block 55 Residential, LP, of even date herewith, made by Mortgagor in favor of Mortgagee (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, and together with any and all renewals, replacements, extensions, modifications, substitutions, future advances and any other evidence of indebtedness evidenced by said Promissory Note) (the "Note"), which Note evidences the Indebtedness in the amount of Seven Million Five Hundred Thousand and 00/100 Dollars ($7,500,000.00) in Miami Forever Bond funds which are restricted by certain other documents that are executed of even date herewith such as the Loan Agreement, Declaration of Restrictive Covenants, Disbursement Agreement, Rent Regulato\y Agreement, and the Note (the "Loan"). NOW THEREFORE, in consideration of the making of the Loan by Mortgagee and the covenants, agreements, representations and warranties set forth in this Mortgage: WITNESSETH THAT: FOR GOOD AND VALUABLE CONSIDERATION, as set forth in the above recitals that are hereby incorporated by reference, the receipt and sufficiency of which are hereby acknowledged, and also in consideration of the aggregate sum named in the promissory note from the Mortgagor in favor of the Mortgagee, in the original principal amount of Seven Million Five Hundred Thousand and 00/100 Dollars ($7,500,000.00) (hereinafter referred to as the "Note"), the Mortgagor does grant, bargain sell, alien, remise, release, convey and confirm unto the Mortgagee, in fee simple, that certain tract of land which the Mortgagor is now seized and Page 1 of 11 possessed and in actual possession, situate in Miami -Dade County, State of Florida, located at 249 NW 6 Street, Miami, Florida 33136, legally described as follows: SEE EXHIBIT "A" ATTACHED HERETO AND INCORPORATED HEREIN TOGETHER WITH all structures and improvements now and hereafter located thereon, the rents, issues and profits thereof, all furniture, furnishings, fixtures and equipment now located thereon, and also all gas and electric fixtures, heaters, air conditioning, equipment, machinery, motors, baths, tubs, sinks, water closets, faucets, pipes and other plumbing and heating fixtures, refrigerators, blinds, and other window treatments, which are now or may hereafter pertain to or be used with, in or on said premises, and which, even though they be detached or detachable, are and shall be deemed to be fixtures and accessions to the freehold and a part of the realty, and all additions thereto and replacements thereof, which real property, improvements and personalty shall hereinafter collectively be referred to as the "Mortgaged Property". TO HAVE AND TO HOLD the same, together with all tenements and hereditaments and appurtenances, unto the Mortgagee in fee simple, forever. The Mortgagor does covenant with the Mortgagee that Mortgagor is indefeasibly seized of the Mortgaged Property in fee simple; that the Mortgagor has full power and lawful right to convey the Mortgaged Property in fee simple as aforesaid; that the Mortgaged Property is free from all encumbrances except as specified on Exhibit "B" attached hereto and incorporated herein; that the Mortgagor will make such further assurances to perfect the fee simple title to the Mortgaged Property in the Mortgagee as may reasonably be required; and that the Mortgagor does hereby fully warrant the title to the Mortgaged Property, and will defend the same against the lawful claims of all persons whomsoever. PROVIDED ALWAYS, that if the Mortgagor shall pay unto the Mortgagee or otherwise perform and fulfill its obligations with respect to the indebtedness and obligations evidenced by the Note, and shall perform, comply with and abide by each and every one of the stipulations, agreements, conditions and covenants of the Note, this Mortgage, the Covenant, the Disbursement Agreement, the Rent Regulatory Agreement, and the Loan Agreement, dated same date herein the other loan documents by and between Mortgagee, as lender therein, and Mortgagor, as borrower therein (the "Agreement" or "Loan Agreement") and all other loan documents executed in connection herewith and therewith (hereinafter jointly referred to as "the Loan Documents"), then this Mortgage and the estate thereby created shall cease and be null and void. AND THE MORTGAGOR HEREBY COVENANTS AND AGREES AS FOLLOWS: 1. PERFORMANCE OF NOTE AND MORTGAGE. The Mortgagor shall pay or otherwise fully perform its obligations with respect to the payment of all and singular the principal, interest and other sums of money payable by virtue of the Note and this Mortgage, or either, promptly on the days when the same severally become due and payable, and shall perform, comply with and abide by each and every of the stipulations, agreements, conditions and covenants set forth in the Note, this Mortgage and the Loan Documents. 2. TAXES AND OTHER CHARGES. The Mortgagor shall pay when due and payable and before any interest, charge or penalty is due thereon, without any deduction, defalcation or abatement, all taxes, assessments, levies, liabilities, obligations, encumbrances, water and sewer Page 2 of 11 rents and all other charges or claims of every nature and kind which may be imposed, suffered, placed, assessed, levied, or filed at any time against this Mortgage, the Mortgaged Property or any part thereof or against the interest of the Mortgagee therein, or which by any present or future law may have priority over the indebtedness secured hereby either in lien or in distribution out of the proceeds of any judicial sale, without regard to any law heretofore or hereafter to be enacted imposing payment of the whole or of any part upon the Mortgagee; and insofar as any such tax, assessment, levy, liability, obligation or encumbrance is of record, the same shall be promptly satisfied and discharged of record and the original official document (such as, for instance, the tax receipt or the satisfaction paper officially endorsed or certified) shall be placed in the hands of the Mortgagee no later than such dates; provided, however, that if, pursuant to this Mortgage or otherwise, the Mortgagor shall have deposited with the Mortgagee before the due date thereof sums sufficient to pay any such taxes, assessments, levies, water and sewer rents, charges or claims, and the Mortgagor is not otherwise in default, they shall be paid by the Mortgagee; and provided further, that if the Mortgagor in good faith and by appropriate legal action shall contest the validity of any such items or the amount thereof, and shall have established on its books or by deposit of cash with the Mortgagee, as the Mortgagee may elect, a reserve for the payment thereof in such amount as the Mortgagee may require, then the Mortgagor shall not be required to pay the item or to produce the required receipts: (a) while the reserve is maintained; and (b) so long as the contest operates to prevent collection, is maintained and prosecuted with diligence, and shall not have been terminated or discontinued adversely to the Mortgagor. The Mortgagor shall furnish the Mortgagee with annual receipted tax bills evidencing payment within ninety (90) days from their initial due date. 3. INSTALLMENTS FOR INSURANCE, TAXES AND OTHER CHARGES. Without limiting the effect of Paragraphs 2 or 5 hereof if not being collected under the Permitted Senior Financing, the Mortgagee may require the Mortgagor to pay to the Mortgagee, monthly, an amount equal to one -twelfth (1/12) of the annual premiums for the insurance policies referred to hereinabove and the annual real estate taxes, water and sewer rents, any special assessments, charges or claims and any other item which at any time may be or become a lien upon the Mortgaged Property prior to the lien of this Mortgage; and on demand from time to time the Mortgagor shall pay to the Mortgagee any additional sums necessary to pay the premiums and other items, all as estimated by the Mortgagee. The amounts so paid shall be used in payment thereof if the Mortgagor is not otherwise in default hereunder. No amount so paid shall be deemed to be trust funds but may be commingled with general funds of the Mortgagee, and no interest shall be payable thereon. If, pursuant to any provision of this Mortgage, the whole amount of the unpaid principal debt becomes due and payable, the Mortgagee shall have the right, at its election, to apply any amount so held against the entire indebtedness secured hereby. At the Mortgagee's option, the Mortgagee from time to time may waive, and after any such waiver may reinstate, the provisions of this Paragraph requiring monthly payments. 4. ATTORNEYS' FEES AND COSTS. Subject to Paragraph 11, in the event litigation, arbitration, or mediation, between the Mortgagor and Mortgagee, arises out of the terms of this Mortgage, each party shall be responsible for its own attorney's fees, costs, charges, and expenses through the conclusion of all appellate proceedings, and including any final settlement or judgment. 5. INSURANCE. The Mortgagor shall keep the buildings and improvements now or hereafter erected on the Mortgaged Property continuously insured under a policy or policies Page 3 of 11 providing coverage on an "all risk" basis, in a sum not less than full insurable value or replacement cost valuation, including coverage for windstorm, hail, and flood insurance if applicable in a company or companies acceptable to the Mortgagee. Such policy shall also include coverage for Law and Ordinance and Loss of Rents with a maximum policy deductible on windstorm, hail and flood of 5%. In addition, the Mortgagor agrees to continuously maintain Commercial General Liability with limits of $1,000,000 per occurrence, $2,000,000 policy aggregate protecting against bodily injury and property damage arising from claims involving premises and operations, products and completed operations, personal and advertising injury liability, and hired and non owned automobile exposures. In addition, the Mortgagor shall furnish Umbrella Liability coverage with limits of at least $2,000,000 per occurrence, $2,000,000 policy aggregate. The policy or policies of insurance contained herein shall list the Mortgagee as an additional insured on all third party liability policies and loss payee as to property, and be held by and be payable to the Mortgagee. In the event any sum of money becomes payable under such policy or policies, the Mortgagee shall have the option to receive and apply the same on account of the indebtedness secured by this Mortgage or to permit the Mortgagor to receive and use it, or any part thereof, for other purposes, without thereby waiving or impairing any equity lien or right under or by virtue of this Mortgage. In the event the Mortgagor fails to procure and maintain the insurance coverage required hereby, the Mortgagee may procure and pay for such insurance or any part thereof, without waiving or affecting its option to foreclose this Mortgage, or any right thereunder. Each and every such payment made by the Mortgagee shall be secured by this Mortgage; shall be due and payable on demand; and, shall bear interest from the date each such payment is made at the maximum rate permitted by law. Notwithstanding any provision contained herein, Mortgagee will not exercise its option to receive and apply the insurance funds to the indebtedness if there has not been an event of default under the Loan Documents and Mortgagor demonstrates there are sufficient funds to rebuild, repair or restore the improvements on the Mortgaged Property. 6. CARE OF THE MORTGAGED PROPERTY. The Mortgagor shall exercise reasonable care in the maintenance of the Mortgaged Property, and shall not permit, commit or suffer any waste, impairment or deterioration of the Mortgaged Property or any part thereof. In the event the Mortgagor fails to keep the Mortgaged Property in good repair, the Mortgagee may make such repairs as it may deem necessary in its sole discretion for the proper preservation thereof, and the full amount of each such payment shall be due and payable with interest at the maximum rate permitted by law on demand, and shall be secured by the lien of this Mortgage. 7. EXISTING/OTHER MORTGAGES AND OBLIGATIONS. Any default in the payment or terms and conditions of any existing or other mortgage(s), or any modification of, and/or acceptance of future advances from, any existing or other mortgage(s), other than in connection with the Permitted Senior Financing, without the notice and prior written approval of the City shall constitute a default hereunder and the Mortgagee, at its option, may declare all sums due and payable and accelerate the entire indebtedness. The Mortgagee may, at its option, and without waiving its right to accelerate the indebtedness hereby secured and to foreclose the same, pay either before or after delinquency any or all of those certain obligations required by the terms hereof to be paid by the Mortgagor for the protection of the Mortgage security or for the collection of the indebtedness hereby secured. All sums so advanced or paid by Mortgagee shall be charged into the mortgage account, and every payment so made shall bear interest from the date thereof at the delinquent rate specified in said Mortgage Note, and become an integral part thereof, subject in all respects to the terms, conditions Page 4 of 11 and covenants of the aforesaid Promissory Note, and this Mortgage, as fully and to the same extent as though a part of the original indebtedness evidenced by said Note and secured by this Mortgage, excepting however, that said sums shall be repaid to the Mortgagee within fifteen (15) days after demand by the Mortgagee to the Mortgagor for said payment. 8. INSPECTION. The Mortgagee, and any persons authorized by the Mortgagee, shall have the right at any time, upon reasonable notice to the Mortgagor, to enter the Mortgaged Property at a reasonable hour to inspect and photograph its condition and state of repair. 9. ACCELERATION OF MATURITY. That (a) in the event of any breach of this Mortgage, or default on the part of the Mortgagor which continues beyond any applicable cure period as set forth in the Loan Agreement; or (b) in the event any of said sums of money herein referred to be not promptly and fully paid within fifteen (15) days next after the same severally become due and payable, without demand or notice; or (c) in the event each and every stipulation, agreement, condition and covenants of the Agreement, the Note, this Mortgage, or any of the Loan Documents, are not duly, promptly and fully performed, discharged, executed, effected, completed, complied with and abided by, subject to any applicable notice and cure period as may be provided in the Agreement; or (d) in the event the Mortgagor shall fail, within five (5) days written notice by the Mortgagee to execute a Mortgagor's certificate in favor of any assignee or prospective assignee of the Mortgagee's interest hereunder which certificate shall contain such acknowledgments, affirmations, and covenants as may be reasonably required to enable the Mortgagee to assign their interest hereunder; or (e) upon the rendering by any court of last resort of a decision that an undertaking by the Mortgagor as herein provided to pay taxes, assessments, levies liabilities, obligations and encumbrances is legally inoperative or cannot be enforced; or (f) in the event of the passage of any law changing in any way or respect the laws now in force for the taxation of mortgages or debts secured thereby, or the manner of collection of any such taxes, so as to affect this Mortgage or the debt secured hereby; or (g) in the event there exists an event of default under and pursuant to the terms of any other obligation of any kind or nature whatsoever of the Mortgagor to the Mortgagee, direct or contingent, whether now existing or hereafter due, existing, created or arising, then in either or any such event, the said aggregate sum mentioned in said Note then remaining unpaid, with interest accrued, and all other fees and charges due in connection therewith, and all monies secured hereby shall become due and payable forthwith, or thereafter, at the option of the Mortgagee or successor mortgagee hereof, as fully and completely as if all of the sums of money were originally stipulated to be paid on such day, anything in the Note and/or in this Mortgage to the contrary notwithstanding; and thereupon or thereafter, at the option of the Mortgagee or successor mortgagee hereof, without notice or demand, suit at law or in equity, therefore, or thereafter begun, may be prosecuted as if all money secured hereby had matured prior to its institution. 10. NO ADDITIONAL FINANCING. The Mortgagor hereby covenants and agrees that Mortgagor shall not procure any other financing in connection with the Mortgaged Property without the prior written consent of the Mortgagee other than financings disclosed to the Mortgagee in writing as of the date hereof. The forgoing shall not apply to unsecured loans from partners of the Mortgagor including operating deficit loans and deferred developer fee. 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 Page 5 of 11 expense of any litigation, including court costs and reasonable attorneys' fees incurred in any trial, appellate, and bankruptcy proceedings, to prosecute or defend the rights and liens created by this Mortgage shall be paid by the Mortgagor, together with interest thereon at the maximum rate permitted by law from the date thereof, and any such sum and interest thereon shall be a claim upon the Mortgaged Property, attaching or accruing subsequent to the lien of this Mortgage, and shall be secured by the lien of this Mortgage. 12. CONDEMNATION. In the event the Mortgaged Property or any part thereof shall be condemned under the power of eminent domain, the Mortgagee shall have the right to demand that all damages awarded for such taking be paid to the Mortgagee and shall be entitled to receive same, up to the aggregate amount then remaining unpaid on the Note and this Mortgage, and any such sums shall be applied to the payments last payable thereof. 13. SUBROGATION. To the extent of the indebtedness of the Mortgagor to the Mortgagee as described in the Note, the Mortgagee shall be subrogated to the lien and the rights of the owners and holders of each and every mortgage, lien or other encumbrance on the Mortgaged Property which is paid or satisfied, in whole or in part, out of the proceeds of the Note. The respective liens of such mortgages, liens or other encumbrances shall be and are hereby security for the Note, as if they had been regularly assigned, transferred, and delivered unto the Mortgagee, notwithstanding the fact that the same may be set aside and canceled of record. It is the intention of the parties hereto that the prior mortgages, liens or other encumbrances will be satisfied and canceled of record by the holders thereof at or about the time of the recording of this Mortgage. 14. APPOINTMENT OF RECEIVER. At any time while a suit is pending to foreclose or to reform this Mortgage or to enforce any claims arising hereunder, the Mortgagee may apply to a court of appropriate jurisdiction for the appointment of a receiver, and such court shall forthwith appoint a receiver of the Mortgaged Property, including all and singular the income, profits, rents, issues and revenues from whatever source derived. The receiver shall have all the broad and effective functions and powers in anywise entrusted by a court to a receiver, and such appointment shall be made by such court as an admitted equity and as a matter of absolute right to the Mortgagee without reference to the adequacy or inadequacy of the value of the Mortgaged Property, or to the solvency or insolvency of the Mortgagor or the Defendants. All income, profits, rents, issues and revenues collected by the receiver shall be applied by such receiver according to the lien of this Mortgage, and the practice of such court. 15. NO TRANSFER OF MORTGAGED PROPERTY. It is expressly agreed that should the Mortgagor convey title to the Mortgaged Property, except as may be set forth in the Loan Agreement, or any legal or equitable interest therein, to any person, firm or corporation or shall permit or create any further encumbrances upon the Mortgaged Property without the prior written approval of the Mortgagee to such conveyance or encumbrance, all sums outstanding under the Note and secured by this Mortgage shall become immediately due and payable, at the option of the Mortgagee. 16. LEASES AFFECTING MORTGAGED PROPERTY. The Mortgagor shall comply with and observe its obligations as landlord under all leases affecting the Mortgaged Property or any part thereof. Upon request, the Mortgagor shall furnish promptly to the Mortgagee executed copies of all such leases now existing or hereafter created. The Mortgagor shall not accept payment of rent more than one (2) month in advance without the prior written consent of the Mortgagee. Nothing contained in this Section or elsewhere in this Mortgage shall be construed to Page 6 of 11 make the Mortgagee a mortgagee in possession unless and until the Mortgagee actually takes possession of the Mortgaged Property either in person or through an agent or receiver. To the extent not provided by applicable law, each lease of the Mortgaged Property, shall provide that, in the event of the enforcement by the Mortgagee of the remedies provided for by law or by this Mortgage, the lessee thereunder will, if requested by the Mortgagee or by any person succeeding to the interest of the Mortgagee as the result of said enforcement, automatically become the lessee of any such successor in interest, without any change in the terms or other provisions of the respective lease; provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (2) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease not in excess of an amount equal to one (1) month's rental, or (ii) any amendment or modification in the lease made without the consent of the Mortgagee or any successor in interest. Each lease shall also provide that, upon request by said successor in interest, the lessee shall execute and deliver an instrument or instruments confirming its attornment. 17. ASSIGNMENT OF RENTS, ISSUES AND PROFITS. The Mortgagor does hereby bargain, sell, transfer, assign, convey, set over and deliver unto the Mortgagee, as security for the payment and performance of all the terms and conditions of the Note and this Mortgage, and any and all amendments, extensions and renewals thereof, all Leases affecting the Mortgaged Property or any part thereof now existing or which may be executed at any time in the future during the life of this Mortgage, and all amendments, extensions and renewals of said leases and any of them, and all rents and other income which may now or hereafter be or become due or owing under the Leases, and any of them, on account of the use of the Mortgaged Property, it being intended hereby to establish a complete transfer of the leases hereby assigned and all the rents and other income arising thereunder and on account of the use of the Mortgaged Property unto the Mortgagee, with the right, but without the obligation, to collect all of said rents and other income which may become due during the life of the Note and this Mortgage. The Mortgagor agrees to deposit with the Mortgagee upon demand such leases as may from time to time be designated by the Mortgagee. Although it is the intention of the parties that this shall be a present assignment, it is expressly understood and agreed, anything herein contained to the contrary notwithstanding, that the Mortgagee shall not exercise any of the rights or powers herein conferred upon it until a default shall occur under the terms and provisions of the Note and this Mortgage, but upon the occurrence of any default the Mortgagee shall be entitled, upon notice to the tenants, to all rents and other amounts then due under the leases and thereafter accruing, and this Mortgage shall constitute a direction to and full authority to the tenants, lessees or other occupants of the premises (hereinafter collectively referred to as the "Tenants") to pay all said amounts to the Mortgagee without proof of the default relied upon. The Tenants are hereby irrevocably authorized to rely upon and comply with any notice or demand by the Mortgagee for the payment to the Mortgagee of any rental or other sums which may be or thereafter become due under the leases, or for the performance of any of the Tenants undertakings under the leases and shall have no right or duty to inquire as to whether any default under this Mortgage has actually occurred or is then existing. 18. MORTGAGE CONSTITUTES SECURITY AGREEMENT. This Mortgage also constitutes a security agreement as defined under the Uniform Commercial Code. The Mortgagor hereby grants to the Mortgagee a security interest in and to all furniture, furnishings, equipment, machinery, and personal property of every nature whatsoever now owned or hereafter acquired by the Mortgagor located upon the Mortgaged Property together with all proceeds therefrom and as further described in an exhibit to the Security Agreement of even date herewith, if any. The Page 7of11 Mortgagor shall execute any and all documents as the Mortgagee may request, including, without limitation, financing statements pursuant to the Uniform Commercial Code as adopted by the State of Florida, to preserve and maintain the priority of the lien created hereby on property which may be deemed personal property or fixtures. The Mortgagor hereby authorizes and empowers the Mortgagee to execute and file on behalf of the Mortgagor all financing statements and refiling and continuations thereof as the Mortgagee deems necessary or advisable to create, preserve or protect said lien. The Mortgagor and Mortgagee expressly agree that the filing of a financing statement shall never be construed as in anywise derogating from or impairing the express declaration and intention of the parties hereto that all such personality located on or utilized in connection with the real property encumbered by this Mortgage shall at all times and for all purposes, in all proceedings both legal and equitable, be deemed a part of the real property encumbered by this Mortgage. 19. CARE OF PROPERTY. (a) The Mortgagor shall preserve and maintain the Mortgaged Property in good condition and repair. Except for: (i) repairs or replacements for ordinary wear and tear or in the ordinary course of management of the Mortgaged Property; (ii) tenant or similar improvements and upgrades; and (iii) repairs, replacements, or other restorations in the event of a casualty or condemnation that are performed in accordance with the Loan Agreement, the Mortgagor shall not remove, demolish, alter or change the use of any building, structure or other improvement presently or hereafter on the Land constituting any part of the Mortgaged Property without the prior written consent of the Mortgagee. The Mortgagor shall not permit, commit or suffer any waste, impairment or deterioration of the Mortgaged Property or of any part thereof, and will not take any action which will increase the risk of fire or other hazard to the Mortgaged Property or to any part thereof. (b) Except as otherwise provided in this Mortgage, no fixture, personal property or other part of the Mortgaged Property shall be removed, demolished or altered, without the prior written consent of the Mortgagee. The Mortgagor may sell or otherwise dispose of, free from the lien of this Mortgage, furniture, furnishings, equipment, tools, appliances, machinery, fixtures or appurtenances, subject to the lien hereof, which may become worn out, undesirable or obsolete, only if they are replaced immediately with similar items of at least equal value which shall, without further action, become subject to the lien of this Mortgage. 20. MORTGAGE SECURES INDEBTEDNESS. It is expressly agreed and understood that this Mortgage secures the indebtedness and the obligation of the Mortgagor to the Mortgagee with respect to the Note, as the same is evidenced by the Note, and all renewals, extensions and modifications thereof. This Mortgage shall not be deemed released, discharged or satisfied until the entire indebtedness evidenced by the Note is paid in full. 21. MORTGAGEE'S REMEDIES CUMULATIVE. The Mortgagor agrees that all rights of the Mortgagee hereunder shall be separate, distinct, and cumulative, and that none shall be in exclusion of the other, and that no act of the Mortgagee shall be construed as an election to proceed under any provision of covenant herein to the exclusion of any other, notwithstanding anything herein to the contrary. 22. FUTURE ADVANCES. Pursuant to the laws of the State of Florida, this Mortgage shall secure not only the existing indebtedness evidenced by the Note, but also such future advances as may be made by the Mortgagee to the Mortgagor in accordance with the Note, this Mortgage, or Page 8 of 11 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. The Mortgagor hereby protects, indemnifies, defends, and saves harmless the Mortgagee, its officers, directors, agents and employees, from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including without limitation, reasonable attorneys' fees and expenses) imposed upon, incurred by or asserted against the Mortgagee or any of such persons by reason of (a) ownership of any interest in the Mortgaged Property or any part thereof, (b) any accident, injury to or death of persons or loss of or damage to property occurring on or about the Mortgaged Property or any part thereof or the adjoining sidewalks, curbs, vaults and vault space, if any, streets or ways, (c) any use, disuse or condition of the Mortgaged Property or any part thereof, or the adjoining sidewalks, curbs, vaults and vault space, if any, or any streets or ways, (d) any failure on the part of the Mortgagor to perform or comply with any of the terms hereof or of any of the Loan documents executed in connection herewith, or any inaccuracy in any representation or warranty made by the Mortgagor herein or in any of the Loan Documents executed in connection herewith, (e) any necessity to defend any of the right, title or interest conveyed by this Mortgage, (f) the performance of any labor or services or the furnishing of any materials or other property in respect of the Mortgaged Property or any part thereof, (g) any subsidence or erosion of any part of the surface of the Mortgaged Property, including any shoreline or any bank of any river, stream, creek, lake, ocean or other water source, or (h) the location or existence of asbestos or any toxic or hazardous waste, chemicals, materials or substance on, at, in or under the Mortgaged Property or any part thereof. If any action, suit or proceeding is brought against the Mortgagee, or any of its officers, directors, agents or employees, for any such reason, the Mortgagor, upon the request of such party, will, at the Mortgagor's expense, cause such action, suit or proceeding to be resisted and defended by counsel satisfactory to the Mortgagee or such person. Any amounts payable to an indemnified party under this Section which are not paid within ten (10) days after written demand therefor shall bear interest at the default rate of interest provided in the Note from the date of such demand, and such amounts, together with such interest, shall be indebtedness secured by this Mortgage. The obligations of the Mortgagor under this Section shall survive any defeasance of the Mortgage. 24. HAZARDOUS MATERIALS. The Mortgagor agrees that it will not use, generate, store or dispose of Hazardous Materials on the Mortgaged Property other than in strict compliance with all applicable federal, state, and local laws. For purposes hereof, "hazardous materials" include (but are not limited to) materials defined as "hazardous waste" under the Federal Resource Conservation and Recovery Act and similar state laws, or as "hazardous substances" under the Federal Comprehensive Environmental Response, Compensation and Liability Act and similar state laws. Hazardous materials include (but are not limited to) solid, semi -solid, liquid or gaseous substances that are toxic, ignitable, corrosive, carcinogenic or otherwise dangerous to human, plant or animal health and well being. Examples of hazardous waste include paints, solvents, chemicals, petroleum products, batteries, transformers, and other discarded man-made materials with Page 9of11 hazardous characteristics. The Mortgagee shall have all remedies at law and equity for failure of the Mortgagor to carry out the foregoing obligation, including but not limited to specific performance, damages, reasonable attorneys' fees and court costs. This provision shall survive payment of the Note and termination of this Mortgage. 25. REPRESENTATIONS AND WARRANTIES. In order to induce the Mortgagee to make the Loan evidenced by the Note, the Mortgagor represents and warrants that: (a) there are no actions, suits or proceedings pending or threatened against or affecting the Mortgagor or any portion of the Mortgaged Property, or involving the validity or enforceability of this Mortgage or the priority of its lien, before any court of law or equity or any tribunal, administrative board or governmental authority, and the Mortgagor is not in default under any other indebtedness or with respect to any order, writ, injunction, decree, judgment or demand of any court or any governmental authority; (b) the execution and delivery of the Note, this Mortgage and all other Loan Documents do not and shall not (i) violate any provisions of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to the Mortgagor or any other person executing the Note, this Mortgage or other Loan Documents, nor (ii) result in a breach of, or constitute a default under, any indenture, bond, mortgage, lease, instrument, credit agreement, undertaking, contract or other agreement to which the Mortgagor or such other person is a party or by which either or both of them or their respective properties may be bound or affected; (c) the Note, this Mortgage and all other Loan Documents constitute valid and binding obligations of the Mortgagor and any other person executing the same, enforceable against the Mortgagor and such other person(s) in accordance with their respective terms; (d) there is no fact that the Mortgagor and any guarantor(s) of the Loan have not disclosed to the Mortgagee in writing that could materially adversely affect their respective properties, business or fmancial conditions or the Mortgaged Property or any other collateral for the Loan; (e) the Mortgagor and any guarantor(s) of the Loan have duly obtained all permits, licenses, approvals and consents from, and made all filings with, any governmental authority (and the same have not lapsed nor been rescinded or revoked) which are necessary in connection with the execution and delivery of this Mortgage and any other Loan Document, the making of the Loan, the performance of their respective obligations under any Loan Document, or the enforcement of any Loan Document; and that all such representations and warranties shall survive the closing of the Loan and any bankruptcy proceedings. 26. SEVERABILITY OF INVALID PROVISIONS. In the event any provision of the Note and or this Mortgage should be held unconstitutional, illegal or unenforceable for any reason, such provision shall not affect, alter, or otherwise impair any other provision of the Note and or this Mortgage. 27. NO WAIVER. It is expressly agreed and understood that a waiver by the Mortgagee of any right or rights conferred to it hereunder with regard to any one transaction or occurrence shall not be deemed a waiver of such right or rights to any subsequent transaction or occurrence. It is further agreed that any forbearance or delay by the Mortgagee in the enforcement of any right or remedy hereunder shall not constitute or be deemed a waiver of such right or remedy. 28. GOVERNING LAW AND VENUE. This Mortgage shall be construed and enforced pursuant to the laws of the State of Florida, excluding all principles of choice of laws, conflict of laws and comity. Any action pursuant to a dispute under this Mortgage must be brought in Miami -Dade County and no other venue. All meetings to resolve said dispute, including voluntary arbitration, mediation, or other alternative dispute resolution mechanism, will Page 10 of 11 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 11 of 11 IN WITNESS WHEREOF, the Mortgagor has hereunto set its hand and seal the day and year first above written. WITNESSES: J Print Name: r Print Name: ftiJe. MORTGAGOR'S ADDRESS: 2901 FLORIDA AVENUE COCONUT GROVE, FL 33133 MORTGAGOR: Block 55 Residential, LP, la limited partnership By: Pacific Southwest Community Development Corporation, a California nonprofit public benefit corporation, its general partner By: Print Name: Robert W. Lai91 Title: President/Executive Director Date: ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of Californ County of AN pi On A & )", )dz ( before me, (inert name and title of the officer) personally appeared ( "" - i J 6-- who proved to me on the basis of satisfactory evidence to be the personwhose name;(4 i./ ye subscribed to the within instrument and acknowledged to me that hejskeithey executed the same in his/h'r)their authorized capacity(i ), and that by his/rDefifheir signature( on the instrument the person(s,}, or the entity upon behalf of which the person() adted, executed the instrument. ,, I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and offi - seal. Signature 4 eal) GREGG MILLER Notary Public - California San Diego County Commission Ik 2345570 My Comm. Expires Feb 7, 2025 F. Exhibit A Legal Description of Real Property THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF MIAMI-DADE, STATE OF FLORIDA, AND DESCRIBED AS FOLLOWS: LOTS 1 THROUGH 20, INCLUSIVE, OF BLOCK 55 NORTH, MAP OF MIAMI, DADE CO. FLA., ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK B, PAGE 41, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; LESS AND EXCEPT THE EAST 7.5 FEET OF LOT 20; AND FURTHER LESS AND EXCEPT THAT PORTION OF LOT 10 TAKEN BY THE STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION BY ORDER OF TAKING RECORDED IN OFFICIAL RECORDS BOOK 5349, PAGE 129, OF THE PUBLIC RECORDS OF MIAMI- DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN ON THE WEST LINE OF SAID LOT 10 AT A POINT 14.51 FEET SOUTH 02°16'16" EAST FROM THE NORTHWEST CORNER THEREOF, SAID POINT BEING THE BEGINNING OF A CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 14.5 FEET, THENCE FROM A TANGENT BEARING OF NORTH 02°16'16" WEST RUN NORTHWESTERLY, NORTHERLY AND NORTHEASTERLY 22.79 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90°02'57" TO THE NORTH LINE OF SAID LOT 10, THENCE WESTERLY 14.51 FEET ALONG SAID NORTH LINE TO THE NORTHWEST CORNER OF SAID LOT 10, THENCE SOUTH 02°16'16" EAST 14.51 FEET ALONG THE WEST LINE OF SAID LOT 10 TO THE POINT OF BEGINNING. LESS AND EXCEPT: THOSE PORTIONS OF LOT 1 AND LOTS 10 THROUGH 20, OF BLOCK 55N, MAP OF MIAMI, DADE CO. FLA., ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK B, PAGE 41, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; LESS AND EXCEPT THE EAST 7.50 FEET OF SAID LOT 20; AND FURTHER LESS AND EXCEPT THAT PORTION OF SAID LOT 10 TAKEN BY THE STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION BY ORDER OF TAKING RECORDED IN OFFICIAL RECORDS BOOK 5349, PAGE 129, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN ON THE WEST LINE OF SAID LOT 10 AT A POINT 14.51 FEET SOUTH 02°16'16" EAST FROM THE NORTHWEST CORNER THEREOF, SAID POINT BEING THE BEGINNING OF A CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 14.5 FEET, THENCE FROM A TANGENT BEARING OF NORTH 02°16'16" WEST RUN NORTHWESTERLY, NORTHERLY AND NORTHEASTERLY 22.79 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90°02'57" TO THE NORTH LINE OF SAID LOT 10, THENCE WESTERLY 14.51 FEET ALONG SAID NORTH LINE TO THE NORTHWEST CORNER OF SAID LOT 10, THENCE SOUTH 02°16'16" EAST 14.51 FEET ALONG THE WEST LINE OF SAID LOT 10 TO THE POINT OF BEGINNING. SAID RIGHT-OF-WAY DEDICATION PARCEL LYING IN SAID BLOCK 55N AND BEING DESCRIBED AS FOLLOWS: THE EAST 12.50 FEET OF SAID LOT 1. AND THE WEST 10.00 FEET OF SAID LOT 10. AND THE WEST 10.00.FEET AND THE SOUTH 10.00 FEET OF SAID LOT 11 AND THE EXTERNAL AREA OF A CIRCULAR CURVE, LYING WITHIN SAID LOT 11, SAID CIRCULAR CURVE FORMED BY A 25.00 FOOT RADIUS, CONCAVE TO THE NORTHEAST, AND TANGENT TO A LINE 10.00 FEET EAST OF AND PARALLEL WITH THE WEST LINE OF SAID LOT 11 AND TANGENT TO A LINE 10.00 FEET NORTH OF AND PARALLEL WITH THE SOUTH LINE OF SAID LOT 11. AND THE SOUTH 10.00 FEET OF SAID LOTS 12 THROUGH 19, INCLUSIVE. AND THE SOUTH 10.00 FEET AND THE WEST 5.00 FEET OF THE EAST 12.50 FEET OF SAID LOT 20 AND THE EXTERNAL AREA OF A CIRCULAR CURVE, LYING WITHIN SAID LOT 20, SAID CIRCULAR CURVE FORMED BY A 25.00 FOOT RADIUS, CONCAVE TO THE NORTHWEST, AND TANGENT TO A LINE 12.50 FEET WEST OF AND PARALLEL WITH THE EAST LINE OF SAID LOT 20 AND TANGENT TO A LINE 10.00 FEET NORTH OF AND PARALLEL WITH THE SOUTH LINE OF SAID LOT 20. EXHIBIT B Permitted Encumbrances on the Mortgaged Property All permitted encumbrances on the Property are described in Title Insurance Commitment No. 1062-5174108 issued by First American Title Insurance Company, effective as of July 22, 2021 at 8:00 a.m. Exhibit G Form of Declaration of Restrictive Covenants Prepared by, and after recording return to: Victoria Mendez, Esq. City Attorney, City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 Property Address: 249 NW 6 Street Miami, Florida 33136 DECLARATION OF RESTRICTIVE COVENANTS FOR SAWYER'S WALK (MIAMI FOREVER BOND FUNDS) This D claration of Restrictive Covenants for Sawyer's Walk (the "Covenant") made this /( day of f , 2021 ("Effective Date") by BLOCK 55 RESIDENTIAL, LP, a Florida limited partners p (hereinafter referred to as "Project Sponsor"), is in favor of the CITY OF MIAMI, a municipal corporation of the State of Florida (hereinafter referred to as the "City"). RECITALS WHEREAS, the Project Sponsor is the fee simple owner of a the property legally described in Exhibit "A," attached hereto and incorporated herein; and WHEREAS, the Project Sponsor hereby agrees and covenants that the following described property shall be subject to the provisions, covenants, and restrictions contained herein; and WHEREAS, this Covenant is made for the express benefit of the City of Miami ("City"), a Florida municipal corporation. It shall remain in full force and effect until released by the City; and WHEREAS, the City has loaned $7,i500,000.00 in Miami Forever Bond funds to Project Sponsor ("Loan") in order to develop the Project, as more particularly described below; and WHEREAS, the Project Sponsor is developing a project that will, among other things, increase the supply of rental housing units for Very Low, Low, and Moderately Low Income Households in the community known as Overtown (hereinafter referred to as the "Project"), which consists of a newly constructed, mixed -use, nineteen -story building located at 249 NW 6 Street Miami, Florida 33136, as legally described in Exhibit "A" (hereinafter referred to as the "Property"). The Project consists of a total of five hundred seventy eight (578) residential apaitiiient units. A total of two hundred eighty nine (289) are Bond -assisted units (the "Bond Assisted Units") developed on that certain Property and are all subject to the terms, covenants, and restrictions contained herein; and WHEREAS, the City's allocation of funds for the Project is subject to that certain Miami Forever Bond Loan Agreement for Sawyer's Walk (the "Loan Agreement" or "Bond Loan Agreement") and other loan documents of even date herewith between the City and the Project Sponsor (collectively the "Loan Documents"); and WHEREAS, Project Sponsor desires to make a binding commitment to assure that the Bond Assisted Units and the Property in general are maintained and operated in accordance with the provisions of the Loan Documents and this Covenant; and WHEREAS, Project Sponsor, as a condition for receiving the Loan funds to construct the Project is required to record in the Public Records this Covenant obligating the Project Sponsor, its successors, transferees, and assigns to maintain and operate the Property in accordance with the Loan Documents; and Page 1 of 7 WHEREAS, the Project Sponsor hereby declares that this Covenant shall be and is a covenant running with the Property and, unless released by the City, is binding on the Property for the entire Affordability Period, and is not merely a personal covenant of the Project Sponsor; and NOW THEREFORE, Project Sponsor voluntarily covenants, and agrees that the Bond Assisted Units and the Property in general shall be subject to the following restrictions that are intended and shall be deemed to be covenants running with the land and binding upon Project Sponsor, and its heirs, successors and assigns as follows: Section 1. Recitals: The recitals and findings set forth in the preamble of this Covenant are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Section. Section 2. Use of Property: The Project shall be developed on the Property and there shall be two hundred eighty nine (289) Bond Assisted Units out of the Project's total five hundred seventy eight (578) residential apai tiuent units. Bond Assisted Units shall remain Affordable during the thirty (30) year Affordability Period. The two hundred eighty nine (289) Bond Assisted units shall remain affordable to Very Low, Low, and Moderately Low Income Households for the period of time commencing on the Close -Out of the Project and ending thirty (30) years thereafter (the "Expiration of the Affordability Period"). The City Assisted Units shall be comprised as follows: fifty five (55) studio apartments for Very Low Income Households, one hundred forty (140) one -bedroom one -bathroom for Moderately Low Income Households, ninety four (94) two - bedroom two -bathroom for Low Income Households. "Very Low Income Household" shall mean a household whose annual income does not exceed forty percent (40%) of the median income for the area, as determined by the Florida Housing Finance Corporation ("FHFC"), with adjustments and certain exceptions as provided by FHFC. "Low Income Household" shall mean a household whose annual income does not exceed eighty percent (80%) of the median income for the area, as determined by FHFC, with adjustments and certain exceptions as provided by FHFC. "Moderately Low Income Household" shall mean a household whose annual income does not exceed seventy percent (70%) of the median income for the area, as determined by FHFC, with adjustments and certain exceptions as provided by FHFC. Section 3. Term of Covenant: This Covenant is a covenant running with the land. This Covenant shall remain in full force and effect and shall be binding upon the Project Sponsor, its successors and assigns from the Effective Date until the Expiration of the Affordability Period. The Affordability Period of this Project will be thirty (30) years commencing on Close -Out of the Project. Upon the Expiration of the Affordability Period, this Covenant shall immediately lapse and be of no further force and effect without the necessity of any other written document or instrument. Notwithstanding the foregoing, upon the Expiration of the Affordability Period, the City shall prepare for recording an instrument evidencing the expiration of and other termination of this Covenant in the Public Records of Miami -Dade County, Florida. Section 4. Prohibited Conveyances: The Project Sponsor covenants and agrees not to encumber or convey its interest in the Project, Property, or any portion thereof', without City's prior written consent to the extent required by the Loan Agreement. For the purposes of this Covenant, any change in the ownership or control of the Project Sponsor, which is not permitted under the Loan Documents, shall be deemed a conveyance of an interest in the Project. Section 5. Repayment Upon Default: The Project Sponsor covenants and agrees that in the event (i) of the sale or conveyance of any interest in the Project and/or the Property without City's prior written consent as required by the Loan Documents (except as otherwise provided in the Page 2 of 7 Loan Documents), or (ii) that the Project Sponsor ceases to exist as an organization, the Project Sponsor shall immediately make payment to the City in an amount equal to the full amount of Loan funds disbursed and outstanding, with interest thereon as provided in the Note, and all unpaid fees, charges and other obligations of the Project Sponsor due under any of the Loan Documents. Section 6. Inspection and Enforcement: It is understood and agreed that any official inspector of the City shall have the right any time during normal working hours to enter and investigate the use of the Property to determine whether the conditions of this Covenant are in compliance, subject to the rights of residential tenants under their leases. Section 7. Amendment and Modification: This Covenant may be modified, amended, or released as to any portion of the Property by a written instrument executed by the City and the Project Sponsor or their respective successors -in -interest. Should this instrument be modified, amended, or released, the City Manager, or such person who hereafter is delegated such authority, shall execute a written instrument in recordable form to be recorded in the Public Records of Miami -Dade County, Florida, effectuating and acknowledging such modification, amendment, or release as necessary in order to comply with the City's Bond Requirements. Section 8. Definitions: All capitalized terms not defined herein shall have the meanings provided in the Bond Loan Agreement. Section 9. Severability: Invalidation of one of the provisions of this Covenant by judgment of Court shall not affect any of the other provisions of the Covenant, which shall remain in full force and effect. Section 10. Recordation: This Covenant shall be filed of record among the Public Records of Miami -Dade County, Florida, at the sole cost and expense of the Project Sponsor. Section 11. Deed Restriction/Covenant Running with the Land. Any and all requirements of the laws of the State of Florida that must be satisfied in order for the provisions of this Covenant to constitute a deed restriction and covenant running with the land shall be satisfied in full, and any requirements or privileges of estate are intended to be satisfied, or in the alternate, an equitable servitude has been created to insure that these restrictions run with the land. For the term of this Covenant, each and every contract, deed, or other instrument hereafter executed conveying the Property or portion thereof shall expressly provide that such conveyance is subject to this Covenant, provided, however, that the covenants contained herein shall survive and be effective regardless of whether such contract, deed, or other instrument hereafter executed conveying the Property or portion thereof provides that such conveyance is subject to this Covenant. Section 12. Governing Law and Venue. This Covenant shall be construed and enforced pursuant to the laws of the State of Florida, excluding all principles of choice of laws, conflict of laws and comity. Any action pursuant to a dispute under this Covenant must be brought in Miami -Dade County and no other venue. All meetings to resolve said dispute, including voluntary arbitration, mediation, or other alternative dispute resolution mechanism, will take place in this venue. The parties both waive any defense that venue in Miami -Dade County is not convenient. Section 13. Miami Forever Bond Funds. Project Sponsor acknowledges and agrees that this Covenant is intended to evidence and memorialize the use of proceeds of the Miami Forever Bond for the paramount public purpose of providing affordable housing in the City of Miami, Florida, as approved at referendum in November 2017. Project Sponsor acknowledges and agrees Page 3 of 7 that the Project Sponsor entering into this Covenant is a material inducement to the City making the aforementioned Loan. Section 14. Exclusion of Commercial Spaces. Notwithstanding anything to the contrary in this Covenant, it is expressly understood and agreed that the Covenant and all other terms, conditions, restrictions, and requirements of this Covenant 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 Project Sponsor's management, leasing, and ownership of all or any portion of the commercial and retail spaces located in the Project, if applicable. [Signature Page Follows] Page 4 of 7 IN WITNESS WHEREOF, the Project Sponsor has caused this Declaration of Restrictive Covenants to be executed by its duly authorized officers and the corporate seal to be affixed hereto on the day and year first above -written. WITNESSES: -_c n�- k j��� Print Name: CT - %�c&& - A V _i. iA. '— Print Name: C (A11i,LLs/Z PROJECT SPONSOR'S ADDRESS: 2901 FLORIDA AVENUE COCONUT GROVE, FL 33133 PROJECT SPONSOR: Block 55 Residential, LP, a Florida limited partnership By: Pacific Southwest Community Development Corporation, a California nonprofit public benefit corporation, its general partner By: Print Name: Robert W. Lag, Title: President/Executive erector Date: ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County off l�f ) On �( �-, ?O - I before me, C3 i-' L (insert name and title of the officer) personally appeared —.©.13 1 i - �'` GO who proved to me on the basis of satisfactory evidence to be the person,() whose name(%) is/ar subscribed to the within instrument and acknowledged to me that he spe$iey executed the same in his/h rOheir authorized capacity(i$s)), and that by Us/keg/their signature(,%) on the instrument the personK, or the entity upon behalf of which the person(acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and o-ff eal. WilW Signature GREGG MILLER Notary Public - California a San Diego County Commission # 2345570 My Comm. Expires Feb 7, 2025 ATTEST: Todd Hannon Date: APPROVED AS TO INSURANCE REQUIREMENTS Digitally signed try Gomez Frank Gomez, FrankDate: 2021.08.11 06:47:41-04'00' CITY OF r HANH, a municipal corporation of the State of Florida By: Ann -Marie Sharpe V Director of Risk Management C Page 6 of 7 Exhibit A Legal Description of Real Property THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF MIAMI-DADE, STATE OF FLORIDA, AND DESCRIBED AS FOLLOWS: LOTS 1 THROUGH 20, INCLUSIVE, OF BLOCK 55 NORTH, MAP OF MIAMI, DADE CO. FLA., ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK B, PAGE 41, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; LESS AND EXCEPT THE EAST 7.5 FEET OF LOT 20; AND FURTHER LESS AND EXCEPT THAT PORTION OF LOT 10 TAKEN BY THE STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION BY ORDER OF TAKING RECORDED IN OFFICIAL RECORDS BOOK 5349, PAGE 129, OF THE PUBLIC RECORDS OF MIAMI- DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN ON THE WEST LINE OF SAID LOT 10 AT A POINT 14.51 FEET SOUTH 02°16'16" EAST FROM THE NORTHWEST CORNER THEREOF, SAID POINT BEING THE BEGINNING OF A CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 14.5 FEET, THENCE FROM A TANGENT BEARING OF NORTH 02°16'16" WEST RUN NORTHWESTERLY, NORTHERLY AND NORTHEASTERLY 22.79 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90'02'57" TO THE NORTH LINE OF SAID LOT 10, THENCE WESTERLY 14.51 FEET ALONG SAID NORTH LINE TO THE NORTHWEST CORNER OF SAID LOT 10, THENCE SOUTH 02°16'16" EAST 14.51 FEET ALONG THE WEST LINE OF SAID LOT 10 TO THE POINT OF BEGINNING. LESS AND EXCEPT: THOSE PORTIONS OF LOT 1 AND LOTS 10 THROUGH 20, OF BLOCK 55N, MAP OF MIAMI, DADE CO. FLA., ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK B, PAGE 41, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; LESS AND EXCEPT THE EAST 7.50 FEET OF SAID LOT 20; AND FURTHER LESS AND EXCEPT THAT PORTION OF SAID LOT 10 TAKEN BY THE STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION BY ORDER OF TAKING RECORDED IN OFFICIAL RECORDS BOOK 5349, PAGE 129, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN ON THE WEST LINE OF SAID LOT 10 AT A POINT 14.51 FEET SOUTH 02°16'16" EAST FROM THE NORTHWEST CORNER THEREOF, SAID POINT BEING THE BEGINNING OF A CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 14.5 FEET, THENCE FROM A TANGENT BEARING OF NORTH 02°16'16" WEST RUN NORTHWESTERLY, NORTHERLY AND NORTHEASTERLY 22.79 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90°02'57" TO THE NORTH LINE OF SAID LOT 10, THENCE WESTERLY 14.51 FEET ALONG SAID NORTH LINE TO THE NORTHWEST CORNER OF SAID LOT 10, THENCE SOUTH 02°16'16" EAST 14.51 FEET ALONG THE WEST LINE OF SAID LOT 10 TO THE POINT OF BEGINNING. SAID RIGHT-OF-WAY DEDICATION PARCEL LYING IN SAID BLOCK 55N AND BEING DESCRIBED AS FOLLOWS: THE EAST 12.50 FEET OF SAID LOT 1. AND THE WEST 10.00 FEET OF SAID LOT 10. AND THE WEST 10.00 FEET AND THE SOUTH 10.00 FEET OF SAID LOT 11 AND THE EXTERNAL AREA OF A CIRCULAR CURVE, LYING WITHIN SAID LOT 11, SAID CIRCULAR CURVE FORMED BY A 25.00 FOOT RADIUS, CONCAVE TO THE NORTHEAST, AND TANGENT TO A LINE 10.00 FEET EAST OF AND PARALLEL WITH THE WEST LINE OF SAID LOT 11 AND TANGENT TO A LINE 10.00 FEET NORTH OF AND PARALLEL WITH THE SOUTH LINE OF SAID LOT 11. AND THE SOUTH 10.00 FEET OF SAID LOTS 12 THROUGH 19, INCLUSIVE. AND THE SOUTH 10.00 FEET AND THE WEST 5.00 FEET OF THE EAST 12.50 FEET OF SAID LOT 20 AND THE EXTERNAL AREA OF A CIRCULAR CURVE, LYING WITHIN SAID LOT 20, SAID CIRCULAR CURVE FORMED BY A 25.00 FOOT RADIUS, CONCAVE TO THE NORTHWEST, AND TANGENT TO A LINE 12.50 FEET WEST OF AND PARALLEL WITH THE EAST LINE OF SAID LOT 20 AND TANGENT TO A LINE 10.00 FEET NORTH OF AND PARALLEL WITH THE SOUTH LINE OF SAID LOT 20. Exhibit I1 Form of Rent Regulatory Agreement Prepared by, and, after recording return to: Victoria Mendez, Esq. City Attorney City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 Property Address: 249 NW 6 Street Miami, Florida 33136 RENT REGULATORY AGREEMENT FOR SAWYER'S WALK THIS RENT REGULATORY AGREEMENT ("Regulatory Agreement") is entered into this 1/ day of au-, , 2021, between BLOCK 55 RESIDENTIAL, LP, a Florida limited partnership (h einafter referred to as "Borrower") and the CITY OF MIAMI (hereinafter referred to as the "City"). The execution of this Regulatory Agreement by the Borrower is in connection with the loan of Miami Forever Bond ("Bond") funds, (the "Loan"), secured by certain loan documents to be executed in connection therewith (the "Loan Documents"), for the construction of a total of five hundred seventy eight (578) residential apartment units. All two hundred eighty nine (289) units will be Bond -assisted units (the "Bond -Assisted Units" or "Assisted Units") of that certain project known as Sawyer's Walk (hereinafter referred to as the "Project"). The Project will be a newly constructed, mixed -use, nineteen -story building located at 249 NW 6 Street Miami, Florida 33136 (hereinafter referred to as the "Property"). In accordance with the requirements set forth in (i) that certain Miami Forever Bond Loan Agreement to be executed by the Borrower and the City for the Bond funds (the "Agreement" or "Loan Agreement"), and (ii) the other Loan documents of even date therewith between the Borrower and the City, two hundred eighty nine (289) of the total five hundred seventy eight (578) Project units are considered "Bond -Assisted" and all of the Bond -Assisted Units are subject to the restrictions provided herein. Borrower hereby agrees to the following terms, conditions and covenants until the end of the Affordability Period: (1) Occupancy Requirements. The two hundred eighty nine (289) Bond -Assisted Units shall be occupied only by Very Low Income Households, Low Income Households, and Moderately Low Income Households. Bond -Assisted Units shall be made available to tenants who qualify under the occupancy requirements of Florida Housing Finance Corporation and fit the income requirements. Very Low Income Households, for the purposes of this Regulatory Agreement, shall mean households whose annual incomes that do not exceed forty percent (40%) 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"). Low Income Households, for the purposes of this Regulatory Agreement, shall mean households whose annual incomes that do not exceed eighty percent (80%) of the median income for the area (e.g. Miami -Dade County Florida), as determined by Florida Housing Finance Corporation and adjusted for family size. Moderately Low Income Households, for the purposes of this Regulatory Agreement, shall mean households whose annual incomes that do not exceed seventy percent (70%) 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. Page 1 of 9 (2) Maximum Rent Levels. The rents charged on all of the Bond -Assisted Units shall be subject to the rent limits released annually by Florida Housing Finance Corporation. The Rent maximums for leases signed in Miami, Florida effective as of April 2021 are as follows: No. of Bond - No. of Bedrooms Bond Rent Maximum Assisted Maximum Units AMI 55 Studio 40% $791 140 1 70% $1,356 94 2 80% $1,627 The foregoing maximum rents include tenant paid utilities. Maximum rents will be reduced for the amount of the applicable HUD Utility Allowance for any utilities paid by the tenant. In no event will the monthly rent on a Bond -Assisted Unit exceed thirty percent (30%) of the applicable percentage of area median income set forth in Paragraph 1 above. Rents shall not be adjusted for changes in income or HUD published maximums until lease renewal. (3) Income Re -certification. Tenant income for Bond -Assisted Units shall be certified by the Borrower annually on the anniversary of each tenant's lease and maintained in the tenant file, subject to inspection by the City, in accordance with Paragraph 9 of this Regulatory Agreement. (4) Deposits and Pre -payments. Borrower shall not require, as a condition of occupancy or leasing of any Bond -Assisted Unit, any other consideration or deposit from the tenant, except for the prepayment of one month's rent and plus a security deposit not to exceed one additional month's rent. (5) Prohibited Lease Provisions. The Borrower's leases for Bond -Assisted Units shall not contain any of the following provisions: a. Agreement to be sued. A tenant lease may not contain a provision whereby the tenant agrees to be sued, admits guilt or consents to judgment in favor of the landlord in a lawsuit brought in connection with the lease. b. Agreement regarding treatment of property. A tenant lease may not contain a provision whereby the tenant agrees that the landlord may take, hold or sell personal property of the tenant household without notice and a court decision. This prohibition does not apply to personal property remaining in the Bond -Assisted Unit after the tenant has moved out. Page 2 of 9 g. c. Waiver of notice. A tenant lease may not contain a provision whereby the tenant agrees that the landlord may institute a lawsuit without notice to the tenant. d. Waiver of legal proceedings. A tenant lease may not contain a provision whereby the tenant agrees that the landlord may evict the tenant or a household member without instituting a civil court proceeding in which the tenant has the opportunity to present a defense or before a court decision on the rights of the parties. e. Waiver of a jury trial. A tenant lease may not contain a provision whereby the tenant agrees to waive any right to a jury trial. f. Waiver of right to appeal a court decision. A tenant lease may not contain a provision whereby the tenant agrees to waive the tenant's right to appeal or otherwise challenge in court a court decision in connection with the lease. Agreement to pay legal costs, regardless of outcome. A tenant lease may not contain a provision whereby the tenant agrees to pay attorney's fees or other legal costs even if the tenant wins the court proceeding brought by the landlord against the tenant. The tenant, however, may be obligated to pay costs if the tenant loses. h. Excusing owner from responsibility. A tenant lease may not contain a provision whereby the tenant agrees not to hold the landlord or the landlord's agents legally responsible for any action or failure to act, whether intentional or negligent. (6) Annual Reporting. Each year, on the anniversary of the issuance of the certificate of occupancy/certificate of completion for the Project, and at other times at the request of the City, the Borrower shall furnish occupancy reports in a form approved by the City, and shall provide the City with such other information as may be requested by the City relative to income, expenses, assets, liabilities, contracts, operations, and condition of the Project and/or the Bond -Assisted Units. (7) Inspections. The Borrower agrees to submit the Bond -Assisted Units to an annual re -inspection to insure continuing compliance with all applicable housing codes, federal and local housing quality standards and regulatory requirements. The Borrower will be furnished a copy of the results of each inspection within thirty (30) days of completion, and will be given thirty (30) days thereafter to correct any deficiencies or violations. At any time other than an annual inspection, the City may, in its discretion, inspect any Bond -Assisted Unit. The Borrower and the tenant will be provided with the results of the inspection and the time and the method of compliance and corrective action that must be taken. (8) Record -keeping. The Property, including the Bond -Assisted Units, equipment, buildings, plans, offices, apparatus, devices, books, contracts, records, documents, and other papers relating thereto shall at all times be maintained in reasonable condition for proper audit and shall be subject to examination and inspection at any reasonable time by the City. Borrower shall keep copies of all written contracts and other instruments Page 3 of 9 which affect the Bond -Assisted Units, all or any of which may be subject to inspection and examination by the City. Specifically, the foregoing includes all records, calculations and information necessary to support tenant occupancy eligibility and monthly rental charges in addition to all leases and written notices to tenants with respect to the terms of this Regulatory Agreement, as required by Paragraph 12 of this Regulatory Agreement. (9) Default. Upon the occurrence of a violation of any provision of this Regulatory Agreement, the City shall give written notice thereof to the Borrower, by registered or certified mail, addressed to the Borrower's address as stated in this Regulatory Agreement, or to such other address(es) as may subsequently, upon appropriate written notice thereof to the City, be designated by the Borrower. In the case of a Borrower which is a corporation or partnership, notices may also be sent by the City to the address of the corporation's chief executive officer or to all general partners, as applicable, at the City's discretion. If such violation is not corrected to the City's satisfaction, within thirty (30) days after the date such notice is mailed, or within such further time as the City reasonably determines is necessary to correct the violation, without further notice the City may declare a default under this Regulatory Agreement and under the Agreement and the Loan Documents executed in connection therewith, and may proceed to initiate any or all remedies at law or in equity provided for in the event of a default under such agreements and Loan Documents. All notices under this Regulatory Agreement shall be in writing and addressed as follows: To Borrower: With Copy to: To City: With Copy To: Block 55 Residential, LP 2901 Florida Avenue Coconut Grove, FL 33133 Attn: Michael Swerdlow Lauren M. Hunt Grady Hunt PLLC 2525 Ponce de Leon Suite 300 Coral Gables, FL 33134 City of Miami Department of Housing and Community Development One Flagler Building 14 Northeast 1st Avenue, Second Floor Miami, Florida 33132 Attn: George Mensah, Director Victoria Mendez Office of the City Attorney, City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 Page 4 of 9 (10) Fines. Upon the occurrence of a violation of any provision of this Regulatory Agreement, and regardless of the nature of the violation, the City will assess a flat monthly fine in the amount of Fifty Dollars and no/cents ($50.00) per Bond -Assisted Unit that is the subject of such violation up to a maximum of Five Thousand Dollars and no/cents ($5,000.00) per month, for each month the violation is not corrected, and pay same over to the City. The remedy for violation provided in this section of this Regulatory Agreement is cumulative with any and all remedies at law or in equity provided in the event of a default under this Regulatory Agreement and/or the Loan Documents. (11) Tenant Notice. Borrower agrees during the term of this Regulatory Agreement, to furnish each tenant of a Bond -Assisted Unit, at the execution or renewal of any lease or upon initial occupancy, if there is no lease, with a written notice in the following form: The rent charged for your apartment and the services included in that rent are subject to a Rent Regulatory Agreement between the landlord and the City of Miami, for the term of the Affordability Period. A copy of the Rent Regulatory Agreement will be made available by the landlord to each tenant upon request. If there is no lease for a Bond -Assisted Unit, Borrower shall maintain a file copy of such notice delivered to the tenant, with a signed acknowledgement of receipt by the tenant. All such notices to tenants will be made available for inspection upon request by the City. (12) No Conflict with Loan Documents. The provisions of this Regulatory Agreement are in addition to, and do not amend, alter, modify, or supersede in any respect, the provisions of the mortgage and/or any of the other Loan Documents executed in connection with the Loan. (13) Partial Invalidity. The invalidity of any paragraph or provision of this Regulatory Agreement shall not affect the validity of the remaining paragraphs and provisions hereof. (14) 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. (15) Definitions. All capitalized terms used herein and not otherwise defined shall have the meanings -provided in the Loan Documents. (16) Exclusion of Commercial Spaces. Notwithstanding anything to the contrary in this Regulatory Agreement or in the Agreement, it is expressly understood and agreed that the Regulation and all other terms, conditions, restrictions, and requirements of this Regulatory Agreement shall exclude, and shall not apply to, or otherwise restrict or Page 5 of 9 affect, the operation, maintenance, leasing, improvement, base rent and other additional rent determination and collection, and all other aspects of the Borrower's management, leasing, and ownership of all or any portion of the commercial and retail spaces located in the Project, if applicable. (17) Severability. Invalidation of one of the provisions of this Regulatory Agreement by judgment of Court shall not affect any of the other provisions of the Regulatory Agreement, which shall remain in full force and effect. (18) Recordation. This Regulatory Agreement shall be filed of record among the Public Records of Miami -Dade County, Florida, at the sole cost and expense of the Owner. (19) Governing Law and Venue. This Regulatory Agreement shall be construed and enforced pursuant to the laws of the State of Florida, excluding all principles of choice of laws, conflict of laws and comity. Any action pursuant to a dispute under this Regulatory Agreement must be brought in Miami -Dade County and no other venue. All meetings to resolve said dispute, including voluntary arbitration, mediation, or other alternative dispute resolution mechanism, will take place in this venue. The parties both waive any defense that venue in Miami -Dade County is not convenient. (20) Counterparts. This 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. (21) Attorney's Fees. In the event litigation, arbitration, or mediation, between the parties hereto, arises out of the terms of this Regulatory Agreement, each party shall be responsible for its own attorney's fees, costs, charges, and expenses through the conclusion of all appellate proceedings, and including any final settlement or judgment. [Signature Page Follows] Page 6 of 9 THIS REGULATORY AGREEMENT has been executed and delivered as of the day and year first above written. WITNESSES: Print Name: Print Name: PROJECT SPONSOR'S ADDRESS: 2901 FLORIDA AVENUE COCONUT GROVE, FL 33133 STATE OF FLOR1DA } COUNTY OF MIAMI-DADE } SS: PROJECT SPONSOR: Block 55 Residential, LP, a Florida limited partnership By: Pacific Southwest Community Development Corporation, a California nonprofit public benefit corporation, its general partner By: Print Name: Robert W. Laing Title: President/Executive Director Date: ACKNOWLEDGMENT The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑ online notarization this day of , 2021 by , as of Pacific Southwest Community Development Corporation, a California nonprofit public benefit corporation, the general partner of Block 55 Residential, LP, a Florida limited partnership, who is personally known to me or has produced as identification. Print Name: Notary Public, State of Florida at large Page 7 of 9 THIS REGULATORY AGREEMENT has been executed and delivered as of the day and year first above written. A 11'hST: Todd B. Hann�i City Clerk Date: Q (u(ac'a• APPROVED • . O ORM AND CO :.'i C SS: Vict City CITY: CITY OF MIAMI, a municipal corporation of the State of Florida By. Arthur Noriega V City Manager Page 8 of 9 Exhibit A Legal Description of Real Property THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF MIAMI-DADE, STATE OF FLORIDA, AND DESCRIBED AS FOLLOWS: LOTS 1 THROUGH 20, INCLUSIVE, OF BLOCK 55 NORTH, MAP OF MIAMI, DADE CO. FLA., ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK B, PAGE 41, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; LESS AND EXCEPT THE EAST 7.5 FEET OF LOT 20; AND FURTHER LESS AND EXCEPT THAT PORTION OF LOT 10 TAKEN BY THE STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION BY ORDER OF TAKING RECORDED IN OFFICIAL RECORDS BOOK 5349, PAGE 129, OF THE PUBLIC RECORDS OF MIAMI- DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN ON THE WEST LINE OF SAID LOT 10 AT A POINT 14.51 FEET SOUTH 02°16'16" EAST FROM THE NORTHWEST CORNER THEREOF, SAID POINT BEING THE BEGINNING OF A CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 14.5 FEET, THENCE FROM A TANGENT BEARING OF NORTH 02°16'16" WEST RUN NORTHWESTERLY, NORTHERLY AND NORTHEASTERLY 22.79 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90°02'57" TO THE NORTH LINE OF SAID LOT 10, THENCE WESTERLY 14.51 FEET ALONG SAID NORTH LINE TO THE NORTHWEST CORNER OF SAID LOT 10, THENCE SOUTH 02°16'16" EAST 14.51 FEET ALONG THE WEST LINE OF SAID LOT 10 TO THE POINT OF BEGINNING. LESS AND EXCEPT: THOSE PORTIONS OF LOT 1 AND LOTS 10 THROUGH 20, OF BLOCK 55N, MAP OF MIAMI, DADE CO. FLA., ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK B, PAGE 41, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; LESS AND EXCEPT THE EAST 7.50 FEET OF SAID LOT 20; AND FURTHER LESS AND EXCEPT THAT PORTION OF SAID LOT 10 TAKEN BY THE STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION BY ORDER OF TAKING RECORDED IN OFFICIAL RECORDS BOOK 5349, PAGE 129, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN ON THE WEST LINE OF SAID LOT 10 AT A POINT 14.51 FEET SOUTH 02°16'16" EAST FROM THE NORTHWEST CORNER THEREOF, SAID POINT BEING THE BEGINNING OF A CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 14.5 FEET, THENCE FROM A TANGENT BEARING OF NORTH 02°16'16" WEST RUN NORTHWESTERLY, NORTHERLY AND NORTHEASTERLY 22.79 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90°02'57" TO THE NORTH LINE OF SAID LOT 10, THENCE WESTERLY 14.51 FEET ALONG SAID NORTH LINE TO THE NORTHWEST CORNER OF SAID LOT 10, THENCE SOUTH 02°16'16" EAST 14.51 FEET ALONG THE WEST LINE OF SAID LOT 10 TO THE POINT OF BEGINNING. SAID RIGHT-OF-WAY DEDICATION PARCEL LYING IN SAID BLOCK 55N AND BEING DESCRIBED AS FOLLOWS: THE EAST 12.50 FEET OF SAID LOT 1. AND THE WEST 10.00 FEET OF SAID LOT 10. AND THE WEST 10.00 FEET AND THE SOUTH 10.00 FEET OF SAID LOT 11 AND THE EXTERNAL AREA OF A CIRCULAR CURVE, LYING WITHIN SAID LOT 11, SAID CIRCULAR CURVE FORMED BY A 25.00 FOOT RADIUS, CONCAVE TO THE NORTHEAST, AND TANGENT TO A LINE 10.00 FEET EAST OF AND PARALLEL WITH THE WEST LINE OF SAID LOT 11 AND TANGENT TO A LINE 10.00 FEET NORTH OF AND PARALLEL WITH THE SOUTH LINE OF SAID LOT 11. AND THE SOUTH 10.00 FEET OF SAID LOTS 12 THROUGH 19, INCLUSIVE. AND THE SOUTH 10.00 FEET AND THE WEST 5.00 FEET OF THE EAST 12.50 FEET OF SAID LOT 20 AND THE EXTERNAL AREA OF A CIRCULAR CURVE, LYING WITHIN SAID LOT 20, SAID CIRCULAR CURVE FORMED BY A 25.00 FOOT RADIUS, CONCAVE TO THE NORTHWEST, AND TANGENT TO A LINE 12.50 FEET WEST OF AND PARALLEL WITH THE EAST LINE OF SAID LOT 20 AND TANGENT TO A LINE 10.00 FEET NORTH OF AND PARALLEL WITH THE SOUTH LINE OF SAID LOT 20. Exhibit I Signage Requirements Font size: 86 pt Building Better Neighborhoods Name of Project second line third and final Francis Suarez Mayor Alex Diaz de la Portilla District 1 Ken Russell District 2 Joe Carollo District 3 Manolo Reyes District 4 Jeffrey Watson District 5 Arthur Noriega, V City Manager Project Construction Cost: $ x,XXXEXXX City Contribution $ X, X"" �/`EX' X Font size: 230 pt Font size: 314 pt Font size: 168 pt www.miamigov.com Font size: 192 pt 305.416.2080 MIAMI FOREVER BONDS This project is located in District X represented by City of Miami Commissioner INSERT NAME HERE 4' x 8' Pressure Sensitive 2 mil cast vinyl overmounted with 3 mill mylar and mounted to 1 /2"mdo with varnished or painted back Font: Akzidenz Grotesk • Pantone Reflex Blue C 1 Pantone 117 C • Pantone 871 C ■ Black Font size: 175 pt Font size: 165 pt Font size: 270 pt Exhibit J Insurance Requirements INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE - CONSTRUCTION REQUIREMENTS MFB LOAN AGREEMENTS I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $1,000,000 B. Endorsements Required City of Miami listed as an additional insured Contingent and Contractual Liability Premises and Operations Liability Explosion, Collapse and Underground Hazard Primary Insurance Clause Endorsement II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami listed as an additional insured lll. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation Employer's Liability A. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit IV. Umbrella Policy (Excess Follow Form) A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $ 2,000,000 Aggregate $ 2,000,000 City of Miami listed as an additional insured. Coverage is excess follow form over the general liability and auto policies. V. Payment and Performance Bond City of Miami listed as an Obligee VI. Builders' Risk $ TBD Causes of Loss: All Risk -Specific Coverage Project Location Valuation: Replacement Cost Deductible: $10,000 All other Perils 5% maximum on Wind/Hail and Flood City of Miami listed as loss payees The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change, or in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. Exhibit K Certificate of Compliance with Fla. Stat. § 218.38 The undersigned, , , and as the Executive Director/President of the General Partner and -respectively, of Block 55 Residential, LP ("Developer") hereby certify to the City of Miami ("City" and "Lender") that: 1) The City of Miami has received a final judgement order validating its multiple series of Miami Forever Capital Programs Bonds ("Bonds"). The projects to be financed by the Bonds will be undertaken by the City to, among other things, reduce flooding risks, to improve stormwater infrastructure, to improve affordable housing, economic development, parks, cultural facilities, streets, and infrastructure and to enhance public safety within the City's limits. 2) From the Bonds funds, the City as Lender will loan Seven Million Five Hundred Thousand Dollars ($ 7,500,000.00 ) to the Developer to fund the construction and completion of 289 units out of 578 total units of affordable housing to be located at 249 NW 6 Street , Miami, Florida 33136 (" Sawyer's Project"). 3) To the best of our knowledge, no finder's fees have been paid in connection with the Miami Forever Capital Programs for the Sawyer's Project receiving funding from the Bonds in compliance with Florida Statute § 218.386. Florida Statute § 218.386 states "no underwriter, commercial bank, investment banker, financial consultant, or adviser shall pay any finder any bonus, fee, or gratuity in connection with the sale of general obligation bonds or revenue bonds issued by any unit of local government, unless full disclosure is made to the unit of local government prior to or concurrently with the submission of a purchase proposal for bonds by the underwriter, commercial bank, investment banker, or financial consultant or adviser and subsequently in the official statement or offering circular, if any, detailing the name and address of any finder and the amount of bonus, fee, or gratuity paid to such finder." Willful violation of this section is a felony in the third degree. Print Name: Signature: Title: Date: 1) Robert W. Laing 2) 3) Executive Director/President of the General Partner of Block 55 Residential, LP Schedule A 1(a). $150,000,000 Housing Finance Authority of Miami -Dade County, Florida Multifamily Housing Revenue Bonds (Sawyer's Walk), Series 2021A 1(b). $17,500,000 Housing Finance Authority of Miami -Dade County, Florida Multifamily Housing Revenue Bonds (Sawyer's Walk), Series 2021B 1(c). $32,500,000 Block 55 Residential, LP Multifamily Housing Revenue Notes (Sawyer's Walk), Series 20211 1 1(a), 1(b), and 1(c) shall all be secured by one (1) mortgage. CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: HOUSING AND COMMUNITY DEVELOPMENT DEPT. CONTACT PERSON: DOLLILA PINKHASOV EXT. 2184 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: _BLOCK 55 RESIDENTIAL, LP IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? ❑ YES ® NO TOTAL CONTRACT AMOUNT: $_7,500,000 FUNDING INVOLVED? .® YES ❑ NO TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: (PLEASE SPECIFY) ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT -PC.O PURPOSE OF ITEM (BRIEF SUMMARY): __PURSUANT TO RESOLUTION R-21-0209 AND HOUSING AND LOAN COMMITTEE MEMO, BLOCK 55 RESIDENTIAL, LP WAS APPROVED TO RECEIVE $7,500,000 IN MIAMI FOREVEVER BONDS FOR THE CONSTRUCTION OF SAWYER'S WALK PROJECT, AN AFFORDABLE RENTAL PROJECT. COMMISSION APPROVAL DATE: _5_/_27_/_2021 FILE ID: _9083 ENACTMENT NO.: _R-21-0209 IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: _ _: - - -__ _- _ = �' =�� v _ sue- ^.:. `-`11 Date PLEASE RINT AND SIGN RUTINW! NF.ORIV 01-1 N } =fi=r r';i r ' APPROVAL BY DEPARTMENTAL DIRECTOR PRINT: Geo4 . 4 ensah/` Alfredo.Dtj>~rs� SIGNAT • `: SUBMITTED TO RISK MANAGEMENT g ill 6-1 PRINT: `�� SIGNATURE `J i Digitally signed Gomez, Frank by Gomez, Frank ,. Date: 2021.08.1 1 06:49:20-04'00' SUBMITTED TO CITY ATTORNEY 9:il'Il PRINT: VI SIGNAT NDEZ APPROVAL BY ASSISTANT CITY MANAGER g (i; fa J PRINT: SIGNATURE: RECEIVED BY CITY4/IANAGER (r a' ( ( PRINT: ART NORIEGA, V SIGNATURE: 1) ONE ORIGINAL TO CITY CLERK, 2) ONE COPY TO CITY ATTORNEY'S OFFICE, 3) REMAINING ORIGINAL(S) TO ORIGINATING DEPARTMENT J / j ` ) ( PRINT: �,��`-� '�j1�ry, SIGNATURE: 2�yL PST: SIGNATURE: PRINT: SIGNATURE: CFN: 20210630224 BOOK 32702 PAGE 59 DATE:08/25/2021 03:57:07 PM HARVEY RUVIN, CLERK OF COURT, MIA-DADE CTY PREPARED BY AND RETURN TO: Billing, Cochran, Lyles, Mauro & Ramsey, P.A. 515 East Las Olas Boulevard, 6th Floor Fort Lauderdale, Florida 33301 Attn: Michael J. Pawelczyk, Esq. DECLARATION OF CONSENT TO JURISDICTION OF THE SAWYER'S LANDING COMMUNITY DEVELOPMENT DISTRICT (IMPOSITION OF SPECIAL ASSESSMENTS, AND IMPOSITION OF LIEN OF RECORD); AND MORTGAGEE ACKNOWLEDGMENT OF DISTRICT'S SPECIAL ASSESSMENT LIEN BLOCK 55 OWNER, LLC, a Florida limited liability company, whose address is 2901 Florida Avenue, Suite 806, Coconut Grove, Florida 33133 ("Initial Landowner"), BLOCK 55 RESIDENTIAL, LP, a Florida limited partnership, whose address is 2901 Florida Avenue, Suite 806, Coconut` Grove, Florida 33133 ("Successor Landowner" and together with Initial Landowner, collectively, the "Landowner"), HOUSING FINANCE AUTHORITY OF MIAMI-DADE COUNTY, FLORIDA, a public body corporate and politic duly organized and validly existing under the laws of the State of Florida, whose address is 7855 NW 12th Street, Suite 202, Doral, Florida 33126 ("HFA Mortgagee") and THE CITY OF MIAMI, FLORIDA, a municipal corporation, whose address is 444 SW 2nd Avenue, Miami, Florida 33130 ("City Mortgagee" and together with HFA Mortgagee, each, a "Mortgagee" and collectively, "Mortgagees"), hereby enter into this instrument (the "Declaration of Consent to Jurisdiction"), as of August 12, 2021. 1. The Landowner, intending that it and its respective successors in interest and assigns shall be legally bound by this Declaration of Consent to Jurisdiction hereby declares, acknowledges, and agrees, as follows: A. The Initial Landowner is the owner of those certain lands which are described in Exhibit A attached hereto (the "Property") located within the boundaries of the Sawyer's Landing Community Development District (the "District") within the municipal limits of the City of Miami in Miami -Dade County, Florida. B. The District is, and has been at all times, on and after January 30, 2021, a legally created, duly organized, and validly existing community development district under the provisions of Chapter 190, Florida Statutes, as amended (the "Act"). Without limiting the generality of the foregoing, the Landowner acknowledges that: (a) the petition filed with the Board of County Commissioners of Miami -Dade County, Florida (the "County Commission"), relating to the creation of the District contained all matters required by the Act to be contained therein and was filed in the manner and by the persons required by the Act; (b) Ordinance No. 2021-2, enacted on January 20, 2021 and effective January 30, 2021, was duly enacted by the County Commission in compliance with all applicable requirements of law; (c) all members of the Board of Supervisors of the ,District were duly and properly designated pursuant to the Act to serve in their respective capacities and had the authority and right to authorize, approve and undertake all actions of the District approved and undertaken from January 30, 2021; (d) the Landowner, on behalf of itself, its successors and assigns, hereby confirms and agrees that the special assessments (the "Special Declaration of Consent :SLCDD CFN: 20210630224 BOOK 32702 PAGE 60 • •Assessments") imposed by District Resolutions 2021-11, 2021-12, and 2021-14, duly adopted by the Board of Supervisors of the District (the "Board") on February 1, 2021, • February 1, 2021, and March 10, 2021, respectively (collectively, the "Assessment Resolutions") and the Master Assessment Methodology Report for Special Assessment . Bonds, dated February 1, 2021 and the First Supplemental Assessment Methodology Report for Special Assessment Bonds, dated August 4, 2021, each prepared by Governmental Management Services -South Florida, LLC, and all proceedings undertaken by the District with respect thereto have been in accordance with applicable Florida law, that the District has taken all action necessary to levy and impose the Special Assessments, are legal, valid and binding first liens upon the Property co -equal with the lien of all state, county, district and municipal taxes, superior in dignity to all other liens, titles and claims, until paid. C. . The Landowner, on behalf of itself and its successors and assigns hereby waives •'the right granted in Chapter 170.09, Florida Statutes, to prepay the Special Assessments • . without interest within thirty (30) days after the improvements are completed, in ;consideration of the rights granted by the District to prepay the Special. Assessments in 'full or in part at any time, but with interest, under the circumstances set forth in the resolutions of the District levying the Special Assessments. D. The Landowner hereby expressly acknowledges, represents and agrees that (i) the Special Assessments, the Assessment Resolutions, and the terms of the True -Up Agreement, the Collateral Assignment and Assumption of Development Rights, the Completion Agreement, and the Assignment and Acquisition Agreement, which the Initial Landowner and Successor Landowner, as applicable, will enter into with the District of equal date herewith (herein collectively, the "Financing Documents") and which are related to the District's proposed issuance of its $88,515,000 Sawyer's Landing Community Development District Special Assessment Bonds, Series 2021 (the "Bonds"), or securing payment thereof, are valid and binding obligations of Initial Landowner and Successor Landowner, as applicable, enforceable in accordance with their respective terms, provided, the foregoing is qualified to the extent that such enforceability of such documents may be limited by bankruptcy, _insolvency, reorganization, moratorium, equitable principles of general application, or similar laws in each case relating to or affecting the enforcement of creditors' rights generally; and (ii) there are no presently known claims or offsets of Landowner whatsoever against, or presently known defenses or counterclaims of Landowner relating to payments of the Special Assessments, or presently known claims of invalidity, deficiency or unenforceability of the Special Assessments and the Financing Documents to which Initial Landowner and/or Successor Landowner is a party, the Improvements and the benefit thereof to the Property, or any portions thereof (and the Landowner hereby expressly waives any such claims, offsets, defenses or counterclaims); and (iii) the Landowner expressly waives and relinquishes any argument, claim or defense that the Landowner may have regarding the District's lawful and proper collection of the Special Assessments levied on the Property. E. This Declaration shall represent a lien of record ("Lien of Record") for purposes all purposes, including, without limitation, Section 197.573, Florida Statutes. Other information regarding the Special Assessments is available from Governmental Management Services -South Florida, LLC, 5385 N. Nob Hill Road, Sunrise, FL 33351 (or any successor District Manager or Collection Agent). Declaration of Consent - SLCDD CFN: 20210630224 BOOK 32702 PAGE 61 F. • : THE DECLARATIONS, ACKNOWLEDGEMENTS, WAIVERS AND AGREEMENTS CONTAINED HEREIN SHALL BE BINDING ON THE LANDOWNER AND ON ALL PERSONS (INCLUDING CORPORATIONS, PARTNERSHIPS, LLCs, ASSOCIATIONS, TRUSTS AND OTHER LEGAL ENTITIES) TAKING TITLE TO ALL OR ANY PART OF THE PROPERTY, AND THEIR SUCCESSORS IN INTEREST, WHETHER OR NOT THE PROPERTY IS PLATTED AT SUCH TIME. BY TAKING SUCH TITLE, SUCH PERSONS SHALL BE DEEMED TO HAVE CONSENTED AND AGREED TO THE PROVISIONS OF THIS DECLARATION TO THE SAME EXTENT AS IF THEY HAD EXECUTED IT AND BY TAKING SUCH TITLE, SUCH PERSONS SHALL BE ESTOPPED FROM • CONTESTING, IN COURT OR OTHERWISE, THE VALIDITY, LEGALITY AND ENFORCEABILITY OF THIS DECLARATION. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS DECLARATION SHALL BE DEEMED TO BE A REPRESENTATION OR WARRANTY BY ANY PARTY TO THIS DECLARATION AS TO THE TRUTH OR ACCURACY OF THE MATTERS SET FORTH IN SECTION 1 OF THIS DECLARATION. 2. Each Mortgagee, intending that it and its respective successors in interest and assigns shall be legally bound by this instrument, hereby declares, acknowledges and agrees as follows: A. The HFA Mortgagee is the owner and holder of that certain Mortgage dated 2021, and recorded at Official Records Book , Page , of the Public Records of Miami -Dade County, Florida (the "HFA Mortgage"), encumbering a portion of the Property as more particularly described in the HFA Mortgage. B. The .City Mortgagee is the owner and holder of that certain Mortgage dated 2021, and recorded at Official Records Book , Page , of the Public Records of Miami -Dade County, Florida, (the "City Mortgage" and together with the HFA Mortgage, each, a "Mortgage" and collectively, the "Mortgages") encumbering a portion of the Property as more particularly described in the City Mortgage. C. Each Mortgagee hereby acknowledges and agrees to this Declaration of Consent to Jurisdiction and the imposition of the District's Special Assessments secured by the Lien of Record as agreed to herein by the Landowner. D. Each Mortgagee hereby acknowledges and agrees that the lien of its Mortgage is now and shall forever hereafter be subordinate and inferior to the District's Special Assessments and Lien of Record relating thereto, including without limitation, any and all sums at any time due and owing pursuant to the Special Assessments as secured by the Lien of Record, any interest thereon, and all expenses, costs, and attorneys fees incurred by the District in connection with the foreclosure of the Property or collection of the Special Assessments. E. In the event either Mortgagee institutes a foreclosure action against the Landowner, or its successors in interest or assigns, such Mortgagee agrees that it shall not name the District as a defendant in such action or assert any allegations against the District that such Mortgagee's lien is equal or superior to, or that such Mortgagee may otherwise legally effectuate foreclosure of, the District's Special Assessments and Lien of Record relating thereto. Declaration of Consent - SLCDD CFN: 20210630224 BOOK 32702 PAGE 62 3, In the event litigation, arbitration, or mediation, between the parties hereto (each, a "Party" and collectively, the "Parties") arises out of the terms of this Declaration of Consent to Jurisdiction, each Party shall be responsible for its own attorney's fees, costs, charges, and expenses through the conclusion of all appellate proceedings, including any final settlement or judgment. 4. ' , This Declaration of Consent to Jurisdiction 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 Declaration of Consent to Jurisdiction. 5. • This Declaration of Consent to Jurisdiction shall be governed according to the laws of the State of Florida and venue shall be in Miami -Dade County, Florida. 6. . This Declaration of Consent to Jurisdiction contains the entire agreement between the Parties with respect to the subject matter hereof. There are no promises, agreements, undertakings, warranties ;or representations, oral or written, express or implied, between the Parties with respect to the subject matter hereof other than as herein set forth. No amendment or modification of this Declaration of Consent to Jurisdiction shall be valid unless the same is in writing and signed by the City Manager on behalf of the City Mortgagee and by the authorized representatives of the other Parties hereto. [Signatures on following pages] Declaration of Consent - SLCDD CFN: 20210630224 BOOK 32702 PAGE 63 This Declaration of Consent to Jurisdiction is effective as of the date first above written. BLOCK 55 OWNER, LLC, a Florida limited liability company By: SG MANAGER, LLC, a Florida l'mited liability company, its manager Witnesses:. . 1 Print N,ane Print Name STATE OF FLORIDA COUNTY OF MIAMI-DADE } } By: Michael J. Swerdlow, Manager The foregoing instrument was acknowledged before me by means of , � physical presence or 1 1 online notarization, this/ 71 day of August, 2021, by Michael J. Swerdlow, as Manager of SG MANAGER, LLC, a Florida limited liability company, as manager of BLOCK 55 OWNER, LLC, a_Floriklimited liability company, on behalf of said limited liability companies. He is fp fsonally known to me or has produced ?//?- as identification and who being duly worn; deposes and says that the aforementioned is true and correct to the best of his knowledge. 6 .�tiJ 'va4M1 LAUREN M. HUNT . a % r Notary Public • State of Florida Commission' HH 147842 f� @ , My Comm. Expires Jul 26, 2025 P Bonded through National Notary Assn, 0 Notary Public Commission: Declaration of Consent - SLCDD Witnesses: ter• rife 1 Print Name fns �/ !� k yt Print -Name., STATE OF FLORIDA COUNTY OF MIAMI-DADE CFN: 20210630224 BOOK 32702 PAGE 64 BLOCK 55 RESIDENTIAL, LP, a Florida limited partnership - By: SG MANAGER, LLC, a Florida limited liability company, its general partner By: Michael J. Swerd w, Manager 017' I The foregoing instrument al acknowledged before me by means of [;l physical presence or [ 1 online notarization, this ; !;�1-- day of August, 2021, by Michael J. Swerdlow, as Manager of SG MANAGER, LLC, a Florida limited liability company, as general partner of BL" O,CK 55 RESIDENTIAL, LP, a Florida limited partnership, on behalf of said entities. He is personally known to me or has produced %%/ as identification and who being duly rn; deposes-. and says that the aforementioned is true and correct to the b st fhis knowlgdge. -4,�;� 1. Notary l'u,lic Commission: LAUREN M. HUNT Notary Public • State of Florida Commission A HH 147a42 +t,ocr? My Comm, Expires Jul 26, 2025 Boom through National Notary Assn, Declaration of Consent - SLCDD CFN: 20210630224 BOOK 32702 PAGE 65 A��, tAN C:, MIAMI•DADE . co: COUNTY :o .• .. •FLORIDA r y: (SEAL) ATTEST: STATE OF FLORIDA COUNTY OF MIAMI-DADE } } HOUSING FINANCE AUTHORITY OF MIAMI-DADE COUNTY, FLORIDA, a public body corporate and politic duly organized and validly existing under the laws of the State of Florida By: Don L. Horn,vChair The foregoing instrument wa acknowledge bpre me by means of F 4hysical presence or F } online notarization, this day of yl,` 2021, by Don L. Horn, as Chair of the HOUSING FINANCE AUTHORITY OF MIAMI-DADE COUNTY, FLORIDA, a public body corporate and politic duly organized and validly existing under the laws of the State of Florida. He or she is aersonally known to_ne)or has produced as identification and who being duly sworn, deposes and says that the aforementioned is true and correct to the best of his or her knowledge. Notary Public State of Florida Taquan W Aranha p' My Commission HH 022090 of li.o - Expires 08/16/2024 STATE OF FLORIDA } COUNTY OF MIAMI-DADE } 7000 ;,00 A/O- Notate Public Commission: The foregoing instrument as acknowl��y:-re me by means of F v 1 physical presence or [ 1 online notarization, this .5 day o 'E'/nn, by Nery Gonzalez, as Vice Chair of the HOUSING FINANCE AUTHORITY OF MIAMI-DADE COUNTY, FLORIDA, a public body corporate and politic duly organized and validly existing under the laws of the State of Florida. He or she is personally known to me or has produced as identification and who being duly sworn, deposes and says that the aforementioned is true and correct to the best of his or her knowledge. Taquan PW AranthaStae of Florida My Commission HH 022090 Expires 08/16/2024 Declaration of Consent - SLCDD )(4y1.10 4nc--•' Notar ublic Commission: CFN: 20210630224 BOOK 32702 PAGE 66 ATTEST: Todd �fanr%n City Clerk CITY OF MIAMI, a municipal corporation of the State of Florida By: APPROVED AS TO LEGAL FORM AND CORRECTNESS: B STATE OF FLORIDA } COUNTY OF MIAMI-DADE / The foregoing instrument was acknowledged before me by means of [ V 1 physical presence or r 1 online notarization, this day of August, 2021, by Arthur Noriega V, as City Manager of the CITY OF NIIAMT, a municipal corporation of the State of Florida. He is personally known to me or has produced as identification and who being duly sworn, deposes and says that the aforementioned is true and correct to the best of his or her knowledge. Arthur Norjega'V—� City Manager OFEUAE. PEREZ o MY COMMISSION # GO 36088 ,• ; EXPIRES:AuguS Undet�rttlere '1'�;o it°�' Bonded otery Public .,.., . Declaration of Consent - SLCDD o ry Public ession: CFN: 20210630224 BOOK 32702 PAGE 67 Exhibit A PROPERTY THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF MIAMI-DADE, STATE OF FLORIDA, AND DESCRIBED AS FOLLOWS: LOTS 1 THROUGH 20, INCLUSIVE, OF BLOCK 55 NORTH, MAP OF MIAMI, DADE CO. FLA., ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK B, PAGE 41, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; LESS AND EXCEPT THE EAST 7.5 FEET OF LOT 20; AND FURTHER LESS AND EXCEPT THAT PORTION OF LOT 10 TAKEN BY THE STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION BY ORDER OF TAKING RECORDED IN OFFICIAL RECORDS BOOK 5349, PAGE 129, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN ON THE WEST LINE OF SAID LOT 10 AT A POINT 14.51 FEET SOUTH 02°16'16" EAST FROM THE NORTHWEST CORNER THEREOF, SAID POINT BEING THE BEGINNING OF A CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 14.5 FEET, THENCE FROM A TANGENT BEARING OF NORTH 02°16'16" WEST RUN NORTHWESTERLY, NORTHERLY AND NORTHEASTERLY 22.79 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90°02'57" TO THE NORTH LINE OF SAID LOT 10, THENCE WESTERLY 14.51 FEET ALONG SAID NORTH LINE TO THE NORTHWEST CORNER OF SAID LOT 10, THENCE SOUTH 02°16' 16" EAST 14.51 FEET ALONG THE WEST LINE OF SAID LOT 10 TO THE POINT OF BEGINNING. LESS AND EXCEPT: THOSE PORTIONS OF LOT 1 AND LOTS 10 THROUGH 20, OF BLOCK 55N, MAP OF MIAMI, DADE CO. FLA., ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK B, PAGE 41, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; LESS AND EXCEPT THE EAST 7.50 FEET OF SAID LOT 20; AND FURTHER LESS AND EXCEPT THAT PORTION OF SAID LOT 10 TAKEN BY THE STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION BY ORDER OF TAKING RECORDED IN OFFICIAL RECORDS BOOK 5349, PAGE 129, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN ON THE WEST LINE OF SAID LOT 10 AT A POINT 14.51 FEET SOUTH 02°16'16" EAST FROM THE NORTHWEST CORNER THEREOF, SAID POINT BEING THE BEGINNING OF A CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 14.5 FEET, THENCE FROM A TANGENT BEARING OF NORTH 02°16'16" WEST RUN NORTHWESTERLY, NORTHERLY AND NORTHEASTERLY 22.79 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90°02'57" TO THE NORTH LINE OF SAID LOT 10, THENCE WESTERLY 14.51 FEET ALONG SAID NORTH LINE TO THE NORTHWEST CORNER OF SAID LOT 10, THENCE SOUTH 02°16'16" EAST 14.51 FEET ALONG THE WEST LINE OF SAID LOT 10 TO THE POINT OF BEGINNING. SAID RIGHT-OF-WAY DEDICATION PARCEL LYING IN SAID BLOCK 55N AND BEING DESCRIBED AS FOLLOWS: THE EAST 12.50 FEET OF SAID LOT 1. AND THE WEST 10.00 FEET OF SAID LOT 10. AND THE WEST 10.00 FEET AND THE SOUTH 10.00 FEET OF SAID LOT 11 AND THE EXTERNAL AREA OF A CIRCULAR CURVE, LYING WITHIN SAID LOT 11, SAID CIRCULAR CURVE FORMED BY A 25.00 FOOT RADIUS, CONCAVE TO THE NORTHEAST, AND TANGENT TO A LINE 10.00 FEET EAST OF AND PARALLEL WITH THE WEST LINE OF SAID LOT 11 AND TANGENT TO A LINE 10.00 FEET NORTH OF AND PARALLEL WITH THE SOUTH LINE OF SAID LOT 11. AND THE SOUTH 10.00 FEET OF SAID LOTS 12 THROUGH 19, INCLUSIVE. AND THE SOUTH 10.00 FEET AND THE WEST 5.00 FEET OF THE EAST 12.50 FEET OF SAID LOT 20 AND THE EXTERNAL AREA OF A CIRCULAR CURVE, LYING WITHIN SAID LOT 20, SAID CIRCULAR CURVE FORMED BY A 25.00 FOOT RADIUS, CONCAVE TO THE NORTHWEST, AND TANGENT TO A LINE 12.50 FEET WEST OF AND PARALLEL WITH THE EAST LINE OF SAID LOT 20 AND TANGENT TO A LINE 10.00 FEET NORTH OF AND PARALLEL WITH THE SOUTH LINE OF SAID LOT 20. Declaration of Consent - SLCDD CFN: 20210630473 BOOK 32702 PAGE 964 DATE:08/25/2021 04:53:22 PM HARVEY RUVIN, CLERK OF COURT, MIA-DADE CTY SUBORDINATION AGREEMENT Among HOUSING FINANCE AUTHORITY OF MIAMI-DADE COUNTY, FLORIDA, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. CITY OF MIAMI and BLOCK 55 RESIDENTIAL, LP Dated as of August 1, 2021 This instrument Prepared By and after Recording Return To: Kutak Rock LLP 1760 Market Street, Suite 1100 Philadelphia, Pennsylvania 19103 Attention: Andrew P. Schmutz, Esquire 4819-1572-4008.5 CFN: 20210630473 BOOK 32702 PAGE 965 SUBORDINATION AGREEMENT THIS SUBORDINATION AGREEMENT dated as of August 1, 2021 (as amended, modified, supplemented or assigned from time to time, this "Agreement") by and among HOUSING FINANCE AUTHORITY OF MIAMI-DADE COUNTY, FLORIDA, a public body corporate and politic, duly organized and validly existing under the laws of the State of Florida (together with its permitted successors and assigns, "UFA"), as Issuer under that certain Indenture of Trust dated as of the date hereof (as the same may be amended, modified or supplemented from time to time, the "Indenture") by and between HFA and Senior Lender (defined below), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association duly organized and validly existing under the laws of the United States of America, in its capacity as trustee under that certain Indenture (as defined below) (in such capacity, the "Bond Trustee") and under that certain Note Indenture (as defined below) (in such capacity, the "Note Trustee"), for the hereinafter defined Bonds and Taxable Notes (together with any successor in such respective capacity, the "Trustee" and together with its permitted successors and assigns, the "Senior Lender"), CITY OF MIAMI, FLORIDA, a municipal corporation of the State of Florida, together with its permitted successors and assigns, "Subordinate Lender"), and BLOCK 55 RESIDENTIAL, LP, a limited partnership duly organized and validly existing under the laws of the State of Florida (together with its permitted successors and assigns, the "Borrower"), WITNESSETH: WHEREAS, the HFA has determined to issue and sell its Multifamily Housing Revenue Bonds (Sawyer's Walk), Series 2021A (the "Series 2021A Bonds"), in the original aggregate principal amount of $150,000,000 Multifamily Housing Revenue Bonds (Sawyer's Walk) and Series 2021B (the "Series 2021B Bonds" and, together with the Series 2021A Bonds, the "Bonds"), in the original aggregate principal amount of $17,500,000, for the purpose of financing the cost of the acquisition, construction, installation and equipping of a multifamily rental housing facility, consisting of a total of 578 units and related personal property, equipment and amenities located in Miami, Florida (the "Residential Improvements"), which Residential Improvements are situated on certain real property (the "Property", as more particularly described in Exhibit A attached hereto), all pursuant to the Indenture and the Loan Agreement, dated as of August 1, 2021 (as amended, modified or supplemented from time to time, the "Loan Agreement"), between the HFA and Borrower; WHEREAS, the Residential Improvements constitute a portion of an eighteen (18) story multi -use building ("Building") containing: (i) approximately 74,226 sq. ft. of retail/office space and related amenities on the first (1st) and sixth (6th) floors of the Building (the "25% Retail Improvements"); (ii) approximately 180,657 sq. ft. of retail/office space and related amenities on the first (1st), sixth (6th) and seventh (7th) floors of the Building (the "75% Retail Improvements"); (iii) the Residential Improvements on the first (1st) and eighth (8th) through eighteenth (18th) floors; and (iv) an approximately 490,088 square foot public parking garage and related amenities to be located on a portion of the first (1st) floor, and the second (2nd) through fifth (5th) floors of the Building (the "Parking Garage Improvements") (the 75% Retail Improvements, the 25% Retail Improvements and the Residential Improvements, collectively, the "Project Facilities" and the Project Facilities together with the Parking Garage Improvements, the "Development"); WHEREAS, to evidence its payment obligations under the Loan Agreement, the Borrower will execute and deliver to the HFA a promissory note dated the Closing Date (the "Note"); WHEREAS, the Project Facilities are being further acquired and constructed, in part, with the proceeds of that certain $32,500,000 Block 55 Residential, LP Multifamily Housing Revenue Notes (Sawyer's Walk), Series 2021 (the "Taxable Notes") issued by Borrower pursuant to an Indenture of Trust, 4819-1572-4008.5 CFN: 20210630473 BOOK 32702 PAGE 966 dated as of August 1, 2021, between the Borrower, as note issuer and Note Trustee (as amended, modified or supplemented from time to time, the "Note Indenture"); WHEREAS, the Bonds, the Note and the Taxable Notes and are secured by, among other things, a first -priority mortgage lien on the Property granted to the HFA and the Note Trustee pursuant to a First Mortgage, Assignment of Rents and Leases, Security Agreement and Fixture Filing dated as of the date hereof (as amended, modified or supplemented from time to time, the "Senior Mortgage", which, together with the Loan Agreement, the Note Indenture, the Note, the Taxable Notes and all other agreements contemplated therein or evidencing or securing the Borrower's obligations with respect thereto are hereinafter collectively referred to as the "Senior Loan Documents" and the indebtedness evidenced and secured by the Senior Loan Documents is hereinafter collectively referred to as the "Senior Indebtedness"); WHEREAS, the rights of HFA under the Loan Agreement, the Senior Mortgage and the Note (as defined in the Indenture) are being assigned contemporaneously with the execution and delivery hereof to the Senior Lender, as Bond Trustee; WHEREAS, the Property is being acquired and constructed, in part, with the proceeds of a loan to the Borrower made by Subordinate Lender, pursuant to a Miami Forever Bond Loan Agreement dated August 12, 2021 (as amended, modified or supplemented from time to time, the "Subordinate Loan Agreement") and evidenced by a promissory note in the original face amount of $7,500,000 (as amended, modified or supplemented from time to time, the "Subordinate Note") in connection with that certain Miami Forever Bond Validation Final Judgment that was recorded on December 27, 2019 in Official Records Book 31743 at Page 4365 of the Public Records of Miami -Dade County, Florida; WHEREAS, the Borrower's obligations to Subordinate Lender under the Subordinate Loan Agreement and the Subordinate Note (the "Subordinate Indebtedness") are secured by a Miami Forever Bond Mortgage and Security Agreement for Sawyer's Walk/Block 55 dated August 12, 2021 (as amended, modified or supplemented from time to time, the "Subordinate Mortgage"; the Subordinate Loan Agreement, the Subordinate Note, the Subordinate Mortgage and all other agreements contemplated therein or evidencing or securing the Subordinate Indebtedness are hereinafter referred to as the "Subordinate Loan Documents"); and WHEREAS, it is a requirement of the Senior Loan Documents that the Senior Mortgage shall be and remain liens or charges upon the Property prior and superior to the lien or charge of the Subordinate Mortgage, that the Subordinate Indebtedness be subordinated in right of payment to the Senior Indebtedness and that the Subordinate Indebtedness be payable solely from cash available after payment of operating expenses of the Property and amounts due and owing in respect of the Senior Indebtedness. NOW, THEREFORE, in consideration of the foregoing and the mutual benefits accruing to the parties hereto and for other good and valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged and intending to be legally bound hereby, it is hereby declared, understood and agreed by the parties as follows: 1. Subordination of Subordinate Mortgage. Subordinate Lender declares, agrees and acknowledges that the Senior Mortgage, and any renewals or extensions thereof, and any modifications thereof or substitutions therefor which do not increase the principal balance secured thereby (except increases by reason of protective advances or payment of Senior Lender's costs or increases to which Subordinate Lender has consented in accordance with Section 3(c) hereof) and all advances made pursuant to the Senior Mortgage, all costs and expenses secured thereby and interest on the foregoing, shall 2 4819-1572-4008.5 CFN: 20210630473 BOOK 32702 PAGE 967 unconditionally be and remain at all times liens or charges on the Property prior and superior to the lien or charge of the Subordinate Mortgage. 2. Subordination of Subordinate Indebtedness: Remitting Subordinate Loan Payments to Senior Lender: Reinstatement. (a) The Subordinate Indebtedness is hereby subordinated in right of payment to any and all of the Senior Indebtedness and shall be payable only from and to the extent of revenues of the Property available after payment of all amounts then due and owing under the Senior Loan Documents and all current operating expenses of the Property. Notwithstanding the foregoing, unless and until the Senior Lender gives Subordinate Lender notice of the occurrence of a default, an event of default or any event which, with the giving of notice or the passage of time (or both) will constitute a default or an event of default, under the Senior Loan Documents, Subordinate Lender may receive and accept regularly scheduled payments on account of principal and interest payable under the Subordinate Loan Documents to the extent of cash flow of the Borrower available after payment of current operating expenses of the Property and amounts then due and owing under the Senior Loan Documents. (b) If Subordinate Lender shall receive any payments or other rights in any property of the Borrower or any other obligor after the Senior Lender has given Subordinate Lender notice of a default, an event of default or an event which with the giving of notice or the passage of time (or both) will constitute a default or an event of default, under the Senior Loan Documents, such payment or property shall be received by Subordinate Lender in trust for Senior Lender and shall be delivered and transferred to Senior Lender within five (5) business days. (c) If at any time payment of all or any part of the Senior Indebtedness is rescinded or must otherwise be restored or returned by Senior Lender in connection with any bankruptcy, reorganization, arrangement, insolvency, liquidation or similar proceedings (a "Proceeding") in respect of Borrower, General Partner or any other obligor, and Subordinate Lender has received payment of all or any part of the Subordinate Indebtedness, Subordinate Lender shall forthwith turn over the same to, and for the account of, Senior Lender, until Senior Lender has received indefeasible payment in full of any such payments on the Senior Indebtedness that have been so rescinded, restored or returned. 3. Exercise of Remedies. (a) If a default occurs and is continuing under the Subordinate Loan Documents, Subordinate Lender agrees that it will not, for a period of one hundred eighty (180) days after giving notice of such default pursuant to Section 11 below (the "Standstill Period"), commence foreclosure proceedings with respect to the Property under the Subordinate Loan Documents or exercise any other rights or remedies it may have under the Subordinate Loan Documents with respect to the, including, but not limited to accelerating the Subordinate Loan, collecting rents, appointing (or seeking the appointment of) a receiver or exercising any other rights or remedies thereunder without Senior Lender's prior written consent. During the Standstill Period, Subordinate Lender agrees to use best efforts to resolve the default, in an effort to avoid the pursuit of available remedies by the Subordinate Lender. However, the preceding sentence shall not (i) limit Subordinate Lender's right to bring an action seeking recovery solely from sources other than the Property, proceeds of the Senior Indebtedness or any reserve or deposit with Senior Lender or any other party required under the Senior Loan Documents; or (ii) preclude Subordinate Lender from exercising or enforcing all the rights available to Subordinate Lender under the Subordinate Loan Documents and/or under applicable law to enforce covenants and agreements of Borrower relating to income, rent or affordability restrictions. After the expiration of the Standstill Period and in the event Subordinate Lender forecloses on the Property, the purchaser must comply with the transfer restrictions in the Senior Loan Documents before it can take title to the Mortgaged Property. 3 4819-1572-4008.5 CFN: 20210630473 BOOK 32702 PAGE 968 (b) Subordinate Lender agrees that Senior Lender shall have, as determined in accordance with and subject to the terms of the Senior Loan Documents, upon the occurrence of an Event of Default under and as defined in the Senior Loan Documents, the right to (i) accelerate or accept prepayment in full or in part of the Senior Indebtedness; (ii) commence any action to foreclose or exercise any power of sale under the Senior Mortgage; (iii) accept a deed or assignment in lieu of foreclosure for the Property or any part or portion thereof; (iv) seek or obtain a receiver for the Property or any part or portion thereof; (v) take possession or control of the Property, and collect and accept rents from the Property; (vi) sue the Borrower or any other obligor under any of the Senior Loan Documents; (vii) exercise any rights of set-off or recoupment that Senior Lender may have against the Borrower or any other obligor; (viii) exercise any other remedies under the Senior Loan Documents; or (ix) take any other enforcement action against the Property or any part or portion thereof, all without any responsibility or liability to Subordinate Lender with respect to the Property, the Borrower, the General Partner or any other obligor. (c) Subordinate Lender agrees that Senior Lender shall have absolute power and discretion, without notice to Subordinate Lender, to deal in any manner with the Senior Indebtedness, including interest, costs and expenses payable by the Borrower to Senior Lender, and any security and guaranties therefor, including, but not by way of limitation, release, surrender, extension, renewal, acceleration, compromise or substitution; provided that Senior Lender shall not increase the principal amount of the indebtedness to which the Subordinate Loan Documents are subordinate (other than increases resulting from protective advances or payment of Senior Lender's costs) without the prior written consent of Subordinate Lender, which consent shall not be unreasonably withheld or delayed. (d) Subordinate Lender further agrees that if at any time Subordinate Lender should commence any foreclosure proceeding, or commence any action to execute on any lien obtained by way of attachment or otherwise on the Property, or otherwise take any action prohibited under Paragraph 3(a), Senior Lender shall (unless Senior Lender has consented to such action or remedy) be entitled to have the same vacated, dissolved and set aside by such proceedings at law or otherwise as Senior Lender may deem proper, and this Agreement shall be and constitute full and sufficient grounds therefor and shall entitle Senior Lender to become a party to any proceedings at law or otherwise in or by which Senior Lender may deem it proper to protect its interests hereunder. (e) No act, omission, breach or other event under this Agreement shall defeat, invalidate or impair in any respect the absolute, unconditional and irrevocable subordination of the Subordinate Loan Documents to the Senior Loan Documents as provided in this Agreement. 4. No Marshaling of Assets. Subordinate Lender specifically waives and renounces any right which it may have under any applicable statutes, whether at law or in equity, to require Senior Lender to marshal collateral or to otherwise seek satisfaction from any particular assets or properties of the Borrower or from any third party. 5. Bankruptcy Matters. (a) The subordination provided for in this Agreement shall apply, notwithstanding the availability of other collateral to Senior Lender or the actual date and time of execution, delivery, recordation, filing or perfection of the Senior Mortgage or the Subordinate Mortgage and, insofar as Subordinate Lender is concerned, notwithstanding the fact that the Senior Indebtedness or any claim for the Senior Indebtedness may be subordinated, avoided or disallowed, in whole or in part, as against the Borrower or any other obligor under the Bankruptcy Code or other applicable federal or state law. In the event of any Proceeding, the Senior Indebtedness shall include all interest and fees accrued on the Senior Indebtedness, in accordance with and at the rates specified in the Senior Loan Documents, both for periods 4 4819-1572-4008.5 CFN: 20210630473 BOOK 32702 PAGE 969 before and for periods after the commencement of such Proceeding, even if the claim for such interest and/or fees is not allowed as against the Borrower or any other obligor pursuant to applicable law. (b) Intentionally omitted. (c) Subordinate Lender agrees that Senior Lender does not owe any fiduciary duty to Subordinate Lender in connection with the administration of the Senior Indebtedness and the Senior Loan Documents and Subordinate Lender agrees not to assert any such claim. Subordinate Lender acknowledges that Senior Lender shall have the sole discretion to exercise or not exercise the rights set forth in this Agreement from time to time; and that such rights may be exercised solely in the interest of Senior Lender and without regard to the interest of Subordinate Lender in any action or proceeding, including in connection with any Proceeding. (d) Notwithstanding the foregoing, 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. In the event of a Bankruptcy Proceeding, Subordinate Lender will not vote affirmatively in favor of any plan of reorganization or liquidation unless Senior Lender has also voted affirmatively in favor of such plan. 6. Payment Set Aside. To the extent any payment under any of the Senior Loan Documents (whether by or on behalf of the Borrower, as proceeds of security or enforcement of any right of set-off, or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to a trustee, receiver or other similar party under the Bankruptcy Code or any federal or state bankruptcy, insolvency, receivership or similar law, then if such payment is recovered by, or paid over to, such trustee, receiver or other similar party, the Senior Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. 7. Casualty and Condemnation Proceeds. Subordinate Lender agrees it shall have no right to participate in the adjustment of the proceeds of insurance payable as the result of any casualty to the Improvements, or to participate in any manner whatsoever in activities relating to restoration or reconstruction of the Improvements, and Senior Lender shall have the exclusive right to receive, administer and apply all such proceeds as set forth in the Senior Loan Documents. In the event Senior Lender shall release, for the purposes of restoration of all or any part of the Property, its right, title and interest in and to the proceeds under policies of insurance thereon, and/or its right, title and interest in and to any awards, or its right, title and interest in and to other compensation made for any damages, losses or compensation for other rights by reason of a taking in eminent domain, Subordinate Lender shall simultaneously release for such purpose all of Subordinate Lender's right, title and interest, if any, in and to all such insurance proceeds, awards or compensation. Subordinate Lender agrees that the balance of such proceeds remaining after such restoration, or all of such proceeds in the event such proceeds are not released for any such restoration pursuant to the Senior Loan Documents, shall be applied to the payment of amounts due under the Senior Loan Documents until all such amounts have been indefeasibly paid in full, prior to being applied to the payment of any amounts due under the Subordinate Loan Documents. If Senior Lender holds such proceeds, awards or compensation and/or monitors the disbursement thereof, Subordinate Lender agrees that Senior Lender shall also hold and monitor the disbursement of such proceeds, awards and compensation to which Subordinate Lender is or may be entitled. Nothing contained in this Agreement shall be deemed to require Senior Lender, in any way whatsoever, to act for or on behalf of Subordinate Lender or to hold or monitor any proceeds, awards or compensation in trust for or on behalf of Subordinate Lender. 8. Indemnification and Subrogation. If Subordinate Lender or any affiliate shall acquire, by indemnification, subrogation or otherwise, any lien, estate, right or other interest in the Property, that lien, estate, right or other interest shall be subordinate to the Senior Mortgage and the other Senior Loan 5 4819-1572-4008.5 CFN: 20210630473 BOOK 32702 PAGE 970 Documents as provided herein, and Subordinate Lender or such affiliate hereby waives, until all amounts owed under the Senior Loan Documents have been indefeasibly paid in full, the right to exercise any and all such rights it may acquire by indemnification, subrogation or otherwise. 9. Subordination Effective. This Agreement, the subordination effected hereby, and the respective rights and priorities of the parties hereto in and to the Property, shall be effective as stated herein, notwithstanding any modification or amendment of any Senior Loan Document (other than any modification or amendment of any Senior Loan Document that increases the amount of indebtedness to which the Subordinate Indebtedness is subordinate for reasons other than protective advances or costs of Senior Lender), or the obtaining by Senior Lender or Subordinate Lender of any additional document confirming, perfecting or otherwise affecting the Senior Loan Documents, or the Subordinate Loan Documents, as the case may be. 10. Amendments of Subordinate Loan Documents and Senior Loan Documents. The Borrower and Subordinate Lender agree that they will not enter into any material amendment, modification or supplement to any of the Subordinate Loan Documents without the express prior written consent of Senior Lender (which consent shall not be unreasonably withheld). No consent of Subordinate Lender shall be required for any amendment, modification or supplement to any of the Senior Loan Documents, provided that no amendment, modification or supplement to any of the Senior Loan Documents shall increase the amount of indebtedness to which the Subordinate Loan Documents are subordinate other than increases resulting from protective advances or costs of Senior Lender. 11. Notice of Defaults. Subordinate Lender hereby agrees to give notice to Senior Lender of any default (or event that, with the giving of notice or passage of time, or both, would constitute a default) under the Subordinate Loan Documents. 12. Cross Default. The Borrower and Subordinate Lender agree that a default under the Subordinate Loan Documents or Subordinate Lender's default hereunder shall, at the election of Senior Lender, constitute a default under the Senior Loan Documents and Senior Lender shall have the right to exercise all rights or remedies under the Senior Loan Documents in the same manner as in the case of any other default under the Senior Loan Documents. If Subordinate Lender notifies Senior Lender in writing that any default under the Subordinate Loan Documents has been cured or waived, as determined by Subordinate Lender in its sole discretion, then provided that Senior Lender has not conducted a foreclosure or exercised its rights with respect to the power of sale of the Property pursuant to its rights under the Senior Loan Documents, any default under the Senior Loan Documents arising solely from such default under the Subordinate Loan Documents shall be deemed cured, and the Senior Indebtedness shall be reinstated. 13. Further Assurances. The parties hereto shall cooperate fully with each other in order to carry out promptly and fully the terms and provisions of this Agreement. Each party hereto shall from time to time execute and deliver such other agreements, documents or instruments and take such other actions as may be reasonably necessary or desirable to effectuate the terms of this Agreement. 14. No Waiver. No failure or delay on the part of any party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. 15. Equitable Remedies. Each party hereto acknowledges that, to the extent that no adequate remedy at law exists for breach of its obligations under this Agreement, in the event any party fails to comply with its obligations hereunder, the aggrieved party shall have the right to obtain specific 6 4819-1572-4008.5 CFN: 20210630473 BOOK 32702 PAGE 971 performance of the obligations of such defaulting party, injunctive relief, or such other equitable relief as may be available, other than consequential or punitive damages. 16. Notices. Any notice to be given under this Agreement shall be in writing and shall be deemed to be given when received by the party to whom it is addressed. Notwithstanding the foregoing, if any such notice is not received or cannot be delivered due to a change in the address of the receiving party of which notice was not previously given to the sending party or due to a refusal to accept by the receiving party, such notice shall be deemed received on the date delivery is attempted. Notices shall be in writing and sent by certified U.S. mail, hand delivery, or by special courier (in each case, return receipt requested). Notices to any other party hereto shall be sent to the parties at the following addresses or such other address or addresses as shall be designated by such party in a written notice to the other parties: If to HFA: Housing Finance Authority of Miami -Dade County, Florida 7855 N.W. 12th Street, Suite 202 Doral, Florida 33126 Attention: If to Senior Lender: The Bank of New York Mellon Trust Company, N.A. 4655 Salisbury Road, Suite 300 Jacksonville, Florida 32256 Attention: Heidi Bowers With copies to: R4 Servicer LLC 155 Federal Street, Suite 1602 Boston, Massachusetts 02110 Attention: Greg Doble and Kutak Rock LLP 1760 Market Street, Suite 1100 Philadelphia, Pennsylvania 19103 Attention: Andrew P. Schmutz If to Subordinate Lender: City of Miami Department of Housing and Community Development 14 NE 1 Avenue, 2°d Floor Miami, Florida 33132 Attention: George Mensah, Director With a copy to: 7 4819-1572-4008.5 CFN: 20210630473 BOOK 32702 PAGE 972 Victoria Mendez City Attorney City of Miami 444 S.W. 2nd Avenue Miami, Florida 33130 If to Borrower: Block 55 Residential, LP 2901 Florida Avenue Suite 806 Coconut Grove, Florida 33133 Attention: Nicholas Swerdlow E-mail: nswerdlow@swerdlow.com and c/o SJM Partners, Inc. 11890 Sunrise Valley Drive Suite 554 Reston, Virginia 20191 Attention: Stephen J. Garchik E-mail: sgarchik@sjmpartners.com with copies to: Nelson Mullens Riley & Scarborough LLP 390 N. Orange Avenue, Suite 1400 Orlando, Florida 32801 Attention: Hollie A. Croft E-mail: hollie.croft@nelsomnullins.com Grady Hunt PLLC 2525 Ponce De Leon Boulevard Suite 300 Coral Gables, Florida 33134 Attention: Lauren Hunt E-mail: lhunt@gradyhunt.com Pacific Southwest Community Development Corporation 16935 W. Bernardo Drive, Suite 238 San Diego, California 92127 Attention: Robert W. Laing Email: robertlaing@pswcdc.org Peterson & Price, A.P.C. 402 W. Broadway, Suite 960 San Diego, California 92101 Attention: Marshal A. Scarr Email: mas@petersonprice.com 8 4819-1572-4008.5 CFN: 20210630473 BOOK 32702 PAGE 973 Each Notice shall be effective the day delivered if personally delivered, the next business day if sent by overnight courier or three (3) days after being deposited in the United States Mail as aforesaid. Rejection or other refusal to accept or the inability to deliver because of changed address for which no Notice was given shall be deemed to be receipt of the Notice sent. Each of the parties hereto shall have the right from time to time and at any time during the term of this Agreement to change its respective address and the right to specify as its address any other address within the United States of America. 17. No Third Partv Beneficiaries. Except for the Controlling Person under the Senior Loan Documents, no person or entity other than the parties hereto and their respective successors and assigns shall have any rights under this Agreement. 18. Counterparts: Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. To the fullest extent permitted by applicable law, facsimile or electronically transmitted signatures shall constitute original signatures for all purposes under this Agreement. 19. Amendment. Supplement. Modification. Waiver and Termination. No amendment, supplement, modification, waiver or termination of this Agreement shall be effective unless (i) the party against whom the enforcement of such amendment, supplement, modification, waiver or termination would be asserted, has consented in writing to such amendment, supplement, modification, waiver or termination, and (ii) the Controlling Person has consented in writing to such amendment, supplement, modification, waiver or termination. All amendments shall be made in accordance with any applicable provisions of the Senior Loan Documents. 20. Severability. In case any one or more of the provisions contained in this Agreement, or any application thereof, shall be invalid, illegal or unenforceable in any respect, the validity, legality and other application thereof, shall not in any way be affected or impaired thereby. 21. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Florida, without giving effect to its conflict of laws principles. 22. Captions. Captions and headings in this Agreement are for convenience of reference only and shall not define, expand or limit the provisions hereof. 23. Successors and Assigns. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. 24. Integration. This Agreement sets forth the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, written or oral, relating thereto. 25. Obligors Unaffected. Notwithstanding that the Borrower is a party hereto and anything to the contrary contained herein, this Agreement shall not be deemed or interpreted so as to limit or expand or otherwise modify the rights and remedies of Senior Lender under the Senior Loan Documents or Subordinate Lender under the Subordinate Loan Documents insofar as they relate to the Borrower or any other obligor, or to diminish or change the obligations of, the Borrower or any other obligor under any of the foregoing. 26. Definitions. Capitalized terms used herein and not defined shall have the meanings ascribed to such terms in the Indenture. 9 4819-1572-4008.5 CFN: 20210630473 BOOK 32702 PAGE 974 27. Governmental Powers. Nothing in this Agreement is intended, nor will it be construed, to in any way, limit the exercise by Subordinate Lender of the following with respect to Borrower or the Property to the same extent as if it were not a parry to this Agreement or the transactions contemplated by this Agreement: (i) exercising its governmental powers (including police, regulatory and taxing powers) and (ii) any lien or encumbrance resulting from the failure to comply with local regulations, to pay ad valorem or business taxes, special assessments or other governmental impositions due the Subordinate Lender in its capacity as a municipal corporation, taxing entity, municipal service provider or regulatory body. For avoidance of doubt, this Agreement shall in no way diminish, limit or otherwise restrain the Subordinate Lender's power and authority as a sovereign municipal authority in the State of Florida. 28. Attomey's Fees. hi the event litigation, arbitration or mediation between the parties hereto arises out of the teens 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. [The remainder of this page is left blank intentionally.] 10 4819-1572-4008.5 CFN: 20210630473 BOOK 32702 PAGE 975 IN WITNESS WHEREOF, the parties hereto have executed this Subordination Agreement as of the date and year first above written. HOUSING FINANCE AUTHORITY OF MIAMI- DADE COUNTY, FLQRIDA By: Name: Don L. Horn Title: Chair THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Senior Lender By: Name: Title: CITY OF MIAMI, a municipal corporation of the State of Florida By: Name: Arthur Noriega V Title: City Manager BLOCK 55 RESIDENTIAL, LP, a Florida limited partnership By: Pacific Southwest Community Development Corporation, a California nonprofit public benefit corporation, its general partner By: Name: Robert W. Laing Title: President/Executive Director Subordination Agreement 4819-1572-4008 CFN: 20210630473 BOOK 32702 PAGE 976 IN WITNESS WHEREOF, the parties hereto have executed this Subordination Agreement as of the date and year first above written. HOUSING FINANCE AUTHORITY OF MIAMI- DADE COUNTY, FLORIDA By: Name: Title: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Senior Lender By: Name: Nathan Turner Title: Vice President CITY OF MIAMI, a municipal corporation of the State of Florida By: Name: Arthur Noriega V Title: City Manager BLOCK 55 RESIDENTIAL, LP, a Florida limited partnership By: Pacific Southwest Community Development Corporation, a California nonprofit public benefit corporation, its general partner By: Name: Robert W. Laing Title: President/Executive Director Subordination Agreement 4819-1572-4008 CFN: 20210630473 BOOK 32702 PAGE 977 IN WITNESS WHEREOF, the parties hereto have executed this Subordination Agreement as of the date and year first above written. ATTEST: Title: City Clerk APPRO i AS TO GAL FORM AND CO' ' CTNESS• By: Na : Victors 'hdez Tit Citi= ttomey l ' LL'f Subordination Agreement '4819-1572-4008.4 HOUSING FINANCE AUTHORITY OF MIAMI- DADE COUNTY, FLORIDA By: Name: Title: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Senior Lender By: Name: Title: CITY OF MIAIVII, a municipal corporation of the State of Florida By: Name: thur Title: City Man .t: er V CFN: 20210630473 BOOK 32702 PAGE 978 IN WITNESS WHEREOF, the parties hereto have executed this Subordination Agreement as of the date and year first above written. HOUSING FINANCE AUTHORITY OF MIAMI- DADE COUNTY, FLORIDA By: Name: Title: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Senior Lender By: Name: Title: CITY OF MIAMI, a municipal corporation of the State of Florida By: Name: Arthur Noriega V Title: City Manager BLOCK 55 RESIDENTIAL, LP, a Florida limited partnership By: Pacific Southwest Community Development Corporation, a California nonprofit public benefit corporation, its general partner By: Name: Robert W. Laing Title: Executive Director/President Subordination Agreement 4819-15724008 ado CFN: 20210630473 BOOK 32702 PAGE 979 STATE OF FLORIDA ) COUNTY OF MIAMI-DADE ) The foregoing instrument was cknowledge before me by means of physical presence or ❑ online notarization, this ,5 day of f , 2021, by Don L. Horn, Chair of Housing Finance Authority of Miami -Dade C. unty, Florida, a public body corporate and politic, on behalf of the corporation. He/She is ersonally known to me r has produced identification. .04Notary Public State of Florida Taquan W Aranha v. My Commission HH 022090 a Expires 08/16/2024 Subordination Agreement 4819-1572-4008 as ie nJ nature of person taking acknowledgement (Name typed, printed or stamped) (Title or rank) (Serial number, if any) CFN: 20210630473 BOOK 32702 PAGE 980 ACKNOWLEDGMENT STATE OF FLORIDA COUNTY OF DUVAL ) The foregoing instrument was acknowledged before me by means of Eiphysical presence or ❑ online notarization, this 22nd day of July , 2021, by Nathan Turner of The Bank of New York Mellon Trust Company, N.A., a national banking association, on behalf of The Bank of New York Mellon Trust Company, N.A. HeiSher_ is personally known tom or has produced as identification. Joshua P. Kakareka NOTARY PUBLIC •It'"" STATE OF FLORIDA : INNE ? Comm# GG931852 �4'0E 1O Expires 11%13/2023 Subordination Agreement 4819-15724008 e of person taking acknowledgement Joshua P. Kakareka (Name typed, printed or stamped) Vice President (Title or rank) G C g3165Z (Serial number, if any) CFN: 20210630473 BOOK 32702 PAGE 981 STATE OF FLORIDA COUNTY OF . be _8(2.. ) The foregoing instrument was acknowledged before me by means of ❑ physical presence or 0 online notarization, this j 0' day of ,A.voy r , 2021, by Arthur Noriega V, City Manager of City of Miami, a municipal corporation of the State of Florida. He is personally known to me or has produced as identification. 4,7s ""It. MICHELLE BRAMWELL _? 1 ca Notary Public - State of Florida c' Commission # GG 254686 ''?opr,. ' My Comm. Expires Dec 28, 2022 Bonded through National Notary Assn. Subordination Agreement 4819-1572-4008.4 Signature of person taking acknowledgement 1�'c4. U2 -"e„crk4 (Name typed, printed or stamped) (Title or rank) CyC� 254bd(p (Serial number, if any) CFN: 20210630473 BOOK 32702 PAGE 982 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of 5c-- 1/4 ,:fr1 IL ( 23 � ?") 'z. I before me, 6-",L0-(0,-- L (insert name and title of the,officer) personally appeared i L� 1J�_) . L,�; ,(. •� - who proved to me on the basis of satisfactory evidence to be thperson(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. SignatureW lz (Seal) Subordination Agreement 4819-1572-4008 r- °` x DEBORAH L. MILNE J' .-.c, Notary Public - California c San Diego County }yti Commission R 2330293 a" My Comm. Expires Jul 12, 2024 CFN: 20210630473 BOOK 32702 PAGE 983 EXHIBIT A LEGAL DESCRIPTION OF REAL ESTATE The land referred to herein below is situated in the County of MIAMI-DADE, State of Florida, and described as follows: Lots 1 through 20, inclusive, of Block 55 North, MAP OF MIAMI, DADE CO. FLA., according to the plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida; less and except the East 7.5 feet of Lot 20; and further less and except that portion of Lot 10 taken by the State Of Florida Department Of Transportation by Order Of Taking recorded in Official Records Book 5349, Page 129, of the Public Records of Miami -Dade County, Florida, being more particularly described as follows: Begin on the West line of said Lot 10 at a point 14.51 feet South 02° 16' 16" East from the Northwest comer thereof, said point being the beginning of a curve concave Southeasterly having a radius of 14.5 feet, thence from a tangent bearing of North 02° 16' 16" West run Northwesterly, Northerly and Northeasterly 22.79 feet along said curve through a central angle of 90°02'57" to the North line of said Lot 10, thence Westerly 14.51 feet along said North line to the Northwest corner of said Lot 10, thence South 02°16'16" East 14.51 feet along the West line of said Lot 10 to the Point Of Beginning. LESS AND EXCEPT: ROW LESS OUT LEGAL DESCRIPTION: THOSE PORTIONS OF LOT 1 AND LOTS 10 THROUGH 20, OF BLOCK 55N, MAP OF MIAMI, DADE CO. FLA., ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK B, PAGE 41, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; LESS AND EXCEPT THE EAST 7.50 FEET OF SAID LOT 20; AND FURTHER LESS AND EXCEPT THAT PORTION OF SAID LOT 10 TAKEN BY THE STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION BY ORDER OF TAKING RECORDED IN OFFICIAL RECORDS BOOK 5349, PAGE 129, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN ON THE WEST LINE OF SAID LOT 10 AT A POINT 14.51 FEET SOUTH 02° 16' 16" EAST FROM THE NORTHWEST CORNER THEREOF, SAID POINT BEING THE BEGINNING OF A CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 14.5 FEET, THENCE FROM A TANGENT BEARING OF NORTH 02°16'16" WEST RUN NORTHWESTERLY, NORTHERLY AND NORTHEASTERLY 22.79 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90°02'57" TO THE NORTH LINE OF SAID LOT 10, THENCE WESTERLY 14.51 FEET ALONG SAID NORTH LINE TO THE NORTHWEST CORNER OF SAID LOT 10, THENCE SOUTH 02° 16' 16" EAST 14.51 FEET ALONG THE WEST LINE OF SAID LOT 10 TO THE POINT OF BEGINNING. SAID RIGHT-OF-WAY DEDICATION PARCEL LYING IN SAID BLOCK 55N AND BEING DESCRIBED AS FOLLOWS: THE EAST 12.50 FEET OF SAID LOT 1. AND THE WEST 10.00 FEET OF SAID LOT 10. A-1 4819-1572-4008.5 CFN: 20210630473 BOOK 32702 PAGE 984 AND THE WEST 10.00 FEET AND THE SOUTH 10.00 FEET OF SAID LOT 11 AND THE EXTERNAL AREA OF A CIRCULAR CURVE, LYING WITHIN SAID LOT 11, SAID CIRCULAR CURVE FORMED BY A 25.00 FOOT RADIUS, CONCAVE TO THE NORTHEAST, AND TANGENT TO A LINE 10.00 FEET EAST OF AND PARALLEL WITH THE WEST LINE OF SAID LOT 11 AND TANGENT TO A LINE 10.00 FEET NORTH OF AND PARALLEL WITH THE SOUTH LINE OF SAID LOT 11. AND THE SOUTH 10.00 FEET OF SAID LOTS 12 THROUGH 19, INCLUSIVE. AND THE SOUTH 10.00 FEET AND THE WEST 5.00 FEET OF THE EAST 12.50 FEET OF SAID LOT 20 AND THE EXTERNAL AREA OF A CIRCULAR CURVE, LYING WITHIN SAID LOT 20, SAID CIRCULAR CURVE FORMED BY A 25.00 FOOT RADIUS, CONCAVE TO THE NORTHWEST, AND TANGENT TO A LINE 12.50 FEET WEST OF AND PARALLEL WITH THE EAST LINE OF SAID LOT 20 AND TANGENT TO A LINE 10.00 FEET NORTH OF AND PARALLEL WITH THE SOUTH LINE OF SAID LOT 20. THE ABOVE DESCRIBED PORTIONS ARE SITUATED IN THE CITY OF MIAMI, MIAMI-DADE COUNTY, FLORIDA. A-2 4819-1572-4008.5 CFN: 20210630472 BOOK 32702 PAGE 936 DATE:08/25/2021 04:53:22 PM HARVEY RUVIN, CLERK OF COURT, MIA-DADE CTY Prepared by and after recording return to: Lauren M. Hunt Esq. Grady Hunt PLLC 2525 Ponce de Leon Boulevard Suite 300 Coral Gables, FL 33134 SUBORDINATION AND PARTIAL RELEASE AGREEMENT This SUBORDINATION AND PARTIAL RELEASE AGREEMENT (this "Agreement") is dated as of August 12 , 2021 and is by and among BLOCK 55 OWNER, LLC, a Florida limited liability company, having an address at 2901 Florida Avenue, Suite 806, Coconut Grove, FL 33133 (together with its successors, successors in title and assigns, collectively, "Block 55 Owner"), BLOCK 55 RESIDENTIAL, LP, a Florida limited' partnership ("Block 55 Residential" and together with Block 55 Owner, collectively, "Owner"), having an address at 2901 Florida Avenue, Suite #806, Coconut Grove, FL 33133, SAWYER'S LANDING COMMUNITY DEVELOPMENT DISTRICT, a local unit of special purpose government duly organized and existing under the provisions of the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, having an address at c/o Governmental Management Services — SF, LLC, 5385 N. Nob Hill Road, Sunrise, FL 33351, Attention: Rich Hans (the "District"), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, having an address at 4655 Salisbury Road, Suite 300, Jacksonville, Florida 32256, Attention: Corporate Trust Department, as bond trustee (the "Bond Trustee"), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, having an address at 4655 Salisbury Road, Suite 300, Jacksonville, Florida 32256, Attention: Corporate Trust Department, as note trustee (the "Note Trustee"), HOUSING FINANCE AUTHORITY OF MIAMI-DADE COUNTY, FLORIDA, a public body corporate and politic created, organized and existing under the laws of the State of Florida, whose address is 7855 NW 12th Street, Suite 202, Doral, Florida 33126 ("HFA Mortgagee"), and THE CITY OF MIAMI, FLORIDA, a municipal corporation, whose address is 444 SW 2°a Avenue, Miami, Florida 33130 ("City Mortgagee" and together with HFA Mortgagee, Bond Trustee, and Note Trustee, each a "Mortgagee" and collectively, "Mortgagees"). RECITALS A. Block 55 Owner is the owner of fee simple title to that certain real property located in the City of Miami, Miami -Dade County, Florida and being more particularly described on Exhibit A attached hereto and incorporated herein by reference (the "Property"); B. Pursuant to that certain Air Rights Easement Agreement dated as of August 2021 by and between Owner and the District to be recorded contemporaneously herewith in the public records of Miami -Dade County, Florida (the "Air Rights Easement"), Block 55 Owner has granted to the District, its authorized representatives, agents, licensees, contractors, subcontractors and materialmen a perpetual easement in, on, over and across a portion of the Property for construction, development and operation of a public parking garage together with such other rights and easements as further described therein (the "Parking Garage," and such CFN: 20210630472 BOOK 32702 PAGE 937 portion of the Property is hereinafter referred to as the "Parking Garage Parcel"). In accordance with the Air Rights Easement, the Property is intended to be vertically subdivided pursuant to a declaration of covenants, easements and restrictions for the Property to be recorded in the public records of Miami, Dade County, Florida (the "CER"), and following the recording of the CER, Owner intends to convey the fee interest in the Parking Garage Parcel to the District by special warranty deed subject to such declaration (the "Deed"); C. Block 55 Owner intends to convey the Property to Block 55 Residential after the recording of the Air Rights Easement and prior to the vertical subdivision of the Property; D. The conveyance of the Property and the subsequent construction, installation, and equipping of improvements thereon, will be financed, in part, by a loan from the HFA Mortgagee in the original principal amount of $167,500,000 (the "Bond Loan"), which Bond Loan will be financed by the proceeds of those certain Multifamily Housing Revenue Bonds (Sawyer's Walk), Series 2021 A (the "Series 2021A Bonds"), in the original principal amount of $150,000,000 and Multifamily Housing Revenue Bonds (Sawyer's Walk), Series 2021B in the original principal amount of $17,500,000 (the "Series 2021B Bonds and, together with the Series 2021A Bonds, the "Bonds") to finance the conveyance of the Property to Block 55 Residential pursuant to an Indenture of Trust, dated as of August , 2021 ("Bond Indenture") between the HFA Mortgagee and the Bond Trustee. E. The conveyance of the Property and the subsequent construction, installation, and equipping of improvements thereon, will be further financed or refinanced, in part, by a loan from the Block 55 Residential in the original principal amount of $32,500,000 (the "Note Loan"), which Note Loan will be financed by the proceeds of those certain $32,500,000 Block 55 Residential, LP Multifamily Housing Revenue Notes (Sawyer's Walk), Series 2021 ("Taxable Notes") issued by Block 55 Residential pursuant to an Indenture of Trust, dated as of August , 2021 ("Note Indenture") between Block 55 Residential and the Note Trustee. F. The conveyance of the Property and the subsequent construction, installation, and equipping of improvements thereon, will be further financed or refinanced, in part, by a loan from the City Mortgagee to Block 55 Residential, in the principal amount of $7,500,000 (the "City Loan"). G. In connection with the Bonds, the Taxable Notes, and the City Loan, Block 55 Residential intends to (i) grant a First Mortgage, Assignment of Rents and Leases, Security Agreement and Fixture Filing securing the Bond Loan and the Note Loan (the "Bond and Note Mortgage") encumbering the Property to (a) the HFA Mortgagee, which intends to immediately assign its interest therein to the Bond Trustee pursuant to that certain Assignment of First Mortgage and Financing Documents (the "Assignment") to be recorded in the public records of Miami -Dade County, Florida, and (b) the Note Trustee, and (ii) grant to City Mortgagee a Miami Forever Bond Mortgage and Security Agreement for Sawyer's Walk encumbering the Property and securing the City Loan (the "City Mortgage" and together with the Bond and Note Mortgage, the "Mortgages"). -2- CFN: 20210630472 BOOK 32702 PAGE 938 H. Block 55 Owner, Block 55 Residential, the District, the HFA Mortgagee, the City Mortgagee, the Bond Trustee, and the Note Trustee, desire to evidence their understanding with respect to the District's Parking Garage Parcel and the Mortgages as hereinafter provided. NOW THEREFORE, in consideration of the foregoing recitals and the mutual agreements hereinafter set forth and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. PARKING GARAGE PARCEL. Each Mortgagee acknowledges and agrees with respect to its Mortgage that the Air Rights Easement, and the District's right, title and interest in and to the Air Rights Easement and Parking Garage Parcel, have priority over such Mortgage, and such Mortgage is and at all times will be subject and subordinate to the District's right, title and interest in and to the Parking Garage Parcel and the Air Rights Easement. Accordingly, each Mortgagee acknowledges and agrees that it has no right to foreclose the District's right, title and interest in and to the Air Rights Easement, the Parking Garage Parcel or this Agreement. From and after the recording of the Mortgages, Owner acknowledges and agrees that it shall not further mortgage the Parking Garage Parcel or transfer fee title to the Parking Garage Parcel other than to the District in accordance with the Air Rights Easement. 2. PARTIAL RELEASE. Upon at least twenty (20) business days' notice from Owner or the District to each applicable Mortgagee of the Owner's intent to record the CER and the Deed, such Mortgagee shall deliver to the requesting party or its designee a duly executed original partial release of its Mortgage in the form of Exhibit B-1attached hereto with respect to the Bond and Note Mortgage and in the form of Exhibit B-2 attached hereto with respect to the City Mortgage, each to be recorded in the public records of Miami -Dade County, Florida immediately prior to the recording of the CER and the Deed. 3. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida (excluding the choice of law rules thereof). 4. SUCCESSORS AND ASSIGNS. This Agreement and each provision hereof shall be binding upon and shall inure to the benefit of Block 55 Owner, Block 55 Residential, the District, the HFA Mortgagee, the City Mortgagee, the Bond Trustee, and the Note Trustee, and their respective successors and assigns. 5. SEVERABILITY. If any provision(s) or portion thereof of this Agreement is held to be void or unenforceable by a court of competent jurisdiction, the remaining provisions hereof (and the remaining portion(s) of any provision held void or unenforceable in part) shall remain in full force and effect, and, in such case, the provisions hereof shall be interpreted or reformed by the court so as to nearly as possible effectuate the intent of the parties 6. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed an original, and such counterparts shall together constitute but one and the same Agreement. To the fullest extent permitted by applicable law, electronically transmitted or facsimile signatures shall constitute original signatures for all purposes under this Agreement. - 3 - CFN: 20210630472 BOOK 32702 PAGE 939 7. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof. There are no promises, agreements, undertakings, warranties or representations, oral or written, express or implied, between the parties with respect to the subject matter hereof other than as herein set forth. No amendment or modification of this Agreement shall be valid unless the same is in writing and signed by the parties. 8. 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. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK —EXECUTION PAGES FOLLOW] -4- CFN: 20210630472 BOOK 32702 PAGE 940 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written. WITNESSES: CEIA BLOCK 55 OWNER, LLC a Florida limited liability company By: SG Manager, LLC, a Florida limited liability company, its manager By: Name: Print Name: 0,,,e Title: STATE OF FLORIDA ) ) SS: COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me by means of physical presence or [j online notarization, this 25i4- day of July, 2021, by /'Y?ii/770ve,2/6,/ as t}1(1(4 1 CI P.v' of SG Manager, LLC, a Florida limited liability company, as manager of Block 55 Owner, LLC, a Florida limi .ed—iiabillty_ any, on behalf of said limited liability companies. He/she i personally knoc�wn . to me or has produced asidentification. My commission expires: :'irwY Die •. LAURE`+ M. HUNT _ e: Notary Public • State of Florida t�C o`! Commission:; HH 147842 `~'�oF n;Q My Comm, Expires Jul 26, 2025 I Bonded through National Notary Assn, Notary Public, St to of rQG'atk_. Printed Name: LO 1I YOl? "/- 1'1.14 _ [Notary Seal] 5 CFN: 20210630472 BOOK 32702 PAGE 941 WITNESSES: BLOCK 55 RESIDENTIAL, LP a Florida limited partnership Print Name: r • I K Print Na tG ,(L. By: Pacific Southwest Community Development Corporation, a California nonprofit public benefit corporation, its general partner By: Name: Robert W. Laing Title: Executive Director/Pres' ent -5- CFN: 20210630472 BOOK 32702 PAGE 942 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of 77575'73, e. On : L) L �?.. 3 .:2c� �:> ( before 1� ,j " ., (Z o vL (.•_ W\, \,ti . no k,,,..-it ,/-7 (, c`— v (insert name and title of the officer)-) ' personally appeared /,64 --- (-)`1 : t__ c.-----L v who proved to me on the basis of satisfactory evidence ta be the personks) whose name()- is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their- authorized capacity(ies), and that by his/hereir signature() on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature / 1-7, :1770_11 ' / 2�� �� . (Seal) -6- me, DEBORAH L. MILNE Notary Public • California 1 San Diego County Commission;: 2330293 My Comm. Expires Jui 12, 2024 CFN: 20210630472 BOOK 32702 PAGE 943 WIT► SES: Pri Print Name: STATE OF FLORIDA ) ) SS: COUNTY OF MIAMI-DADE ) SAWYER'S LANDING COMMUNITY DEVELOPMENT DISTRICT, a local unit of special purpose government duly organized and existing under the provisions of the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes By: Name: Alben Duffie Title: Vice Chairman The foregoing instrument ryas acknowledged before me by means of physical presence or [ ] online notarization, this ) 011 day of August, 2021, by Alben Duffie, as Vice Chairman of Sawyer's Landing Community Development District, a local unit of special purpose government duly organized and existing under the provisions of the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, on behalf of said entity. He/she iCkersonally krjov4i to me or has produced OM.as identification. My commission expires: ,.� :A -.: LAUREN M. HUNT / :\ Notary Public • State of Florida j I & t `f. Commission # NH 147842 c:zysr My Comm. Expires Jul 26, 2025 I 1 Bonded through National Notary Assn. Notary Public, State of Printed Name: ✓'er [Notary Seal] -7- CFN: 20210630472 BOOK 32702 PAGE 944 WITNESSES: Michele R. Shrum DQ J Richard Dillard STATE OF FLORIDA ) SS: COUNTY OF DUVAL BOND TRUSTEE: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association By: JoshuiE-P . Kakareka Vice President The foregoing instrument was acknowledged before me, by means of 'physical presence or 0 by online notarization, this 10th day of August, 2021, by Joshua P. Kakareka, as Vice President of The Bank of New York Mellon Trust Company, N.A., a national banking association, on behalf of said association. He is personally known to me or has produced as identification. My Commission expires: January 09, 2023 Notary Public Nathan Turner NATHAN TURNER MY COMMISSION GG293162 EXPIRES January 09.2023 CFN: 20210630472 BOOK 32702 PAGE 945 WITNESSES: (4, Print Name: ( ATTEST: By: ercc 6,119/ Nfry Gonza4 z, Vice Cha' STATE OF FLORIDA ) ) SS: COUNTY OF MIAMI-DADE ) HOUSING FINANCE AUTHORITY OF MIAMI-DADE COUNTY, FLORIDA, a public body corporate and politic created, organized and existing under the laws of the State of Florida By: Name: Don L. Horn Title: Chair The foregoing instrument wacicnowlefi.. - .,.. - : me, by means of Q'physical presence or CI by online notarization, this s) day o ` . 1, by Don L. Horn, as Chair of Housing Finance Authority of Miami -Dade County, Florida, a public body corporate and politic created, organized and existing under the laws of the State of Florida, on behalf of said authority. He/she i personally known to )or has produced as identification. Notary Public State of Florida Taquan W Aranha r 1wr My Commission HH 022090 it• Expires 08/16/2024 My Commission expires: a/) Public �YznhL Printed l• ame of Notary Public -9- ATTEST: Title: City Clerk CFN: 20210630472 BOOK 32702 PAGE 946 CITY OF MIAMI, a municipal corporation of the State of Florida By: Name: Title: City Ma eager APPROVED AS TO LEGAL FORM AND STATE OF°�-- COUNTY OF \1I4t& 4c, The foregoing instrument was by online notarization, this 1 I of The City of Miami, Florida a knowe or has produced My Commission expires: ) SS: acknowledged before me, by means of Iysical presence or ❑ day of August, 2021, by rAtt,k -'f Nor i P f k/, as City Manager municipal corporation of the State of Florida. He/she is personally as identification. i Printed Name of Notary Public `s MY COMMISSION # GG 360880 EXPIRES:August2,2023 ,f tV Bonded rntu Notary Putt Underwriters - 10 - CFN: 20210630472 BOOK 32702 PAGE 947 WITNESSES: NOTE TRUSTEE: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association Michele R. Shrum By: -MY . ) Richard Dillard STATE OF FLORIDA ) SS: COUNTY OF DUVAL Joshu?. Kakarena Vice President The foregoing instrument was acknowledged before me, by means of /physical presence or 0 by online notarization, this I0th day of August, 2021, by Joshua P. Kakareka, as Vice President of The Bank of New York Mellon Trust Company, N.A., a national banking association, on behalf of said association. He is personally known to me or has produced as identification. Notary Public Nathan Turner My Commission expires: January 09, 2023 NATHAN TURNER 111' COMMISSION k 0290182 EXPIRES January 09, 2023 CFN: 20210630472 BOOK 32702 PAGE 948 EXHIBIT A Legal Description of Property Lots 1 through 20, inclusive, of Block 55 North, Map of Miami, Dade Co. Fla, according to the plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida; less and except the East 7.5 feet of Lot 20, conveyed to the City of Miami for street and/or sidewalk purposes by the Warranty Dees recorded in Official Records Book 9841, Pages 1019 and 1021; and further less and except that portion of Lot 10 taken by the State of Florida Department of Transportation by Order of Taking recorded in Official Records Book 5349, Page 129, of the Public Records of Miami -Dade County, Florida, being more particularly described as follows: Begin on the West line of said Lot 10 at a point 14.51 feet South 02 degrees 16 minutes 16 seconds East from the Northwest corner thereof, said point being the beginning of a curve concave Southeasterly having a radius of 14.5 feet, thence from a tangent bearing of North 02 degrees 16 minutes 16 seconds West run Northwesterly, Northerly and Northeasterly 22.79 feet along said curve through a central angle of 90 degrees 02 minutes 57 seconds to the North line of said Lot 10, thence Westerly 14.51 feet along said North line to the Northwest corner of said Lot 10, thence South 02 degrees 16 minutes 16 seconds East 14.51 feet along the West line of said Lot 10 to the Point of Beginning. LESS AND EXCEPT: THOSE PORTIONS OF LOT 1 AND LOTS 10 THROUGH 20, OF BLOCK 55N, MAP OF MIAMI, DADE CO. FLA., ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK B, PAGE 41, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; LESS AND EXCEPT THE EAST 7.50 FEET OF SAID LOT 20; AND FURTHER LESS AND EXCEPT THAT PORTION OF SAID LOT 10 TAKEN BY THE STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION BY ORDER OF TAKING RECORDED IN OFFICIAL RECORDS BOOK 5349, PAGE 129, OF THE PUBLIC RECORDS OF MIAMI- DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN ON THE WEST LINE OF SAID LOT 10 AT A POINT 14.51 FEET SOUTH 02°16'16" EAST FROM THE NORTHWEST CORNER THEREOF, SAID POINT BEING THE BEGINNING OF A CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 14.5 FEET, THENCE FROM A TANGENT BEARING OF NORTH 02°16'16" WEST RUN NORTHWESTERLY, NORTHERLY AND NORTHEASTERLY 22.79 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90°02'57" TO THE NORTH LINE OF SAID LOT 10, THENCE WESTERLY 14.51 FEET ALONG SAID NORTH LINE TO THE NORTHWEST CORNER OF SAID LOT 10, THENCE SOUTH 02°16'16" EAST 14.51 FEET ALONG THE WEST LINE OF SAID LOT 10 TO THE POINT OF BEGINNING. SAID RIGHT-OF-WAY DEDICATION PARCEL LYING IN SAID BLOCK 55N AND BEING DESCRIBED AS FOLLOWS: THE EAST 12.50 FEET OF SAID LOT 1. -12- CFN: 20210630472 BOOK 32702 PAGE 949 AND THE WEST 10.00 FEET OF SAID LOT 10. AND THE WEST 10.00 FEET AND THE SOUTH 10.00 FEET OF SAID LOT 11 AND THE EXTERNAL AREA OF A CIRCULAR CURVE, LYING WITHIN SAID LOT 11, SAID CIRCULAR CURVE FORMED BY A 25.00 FOOT RADIUS, CONCAVE TO THE NORTHEAST, AND TANGENT TO A LINE 10.00 FEET EAST OF AND PARALLEL WITH THE WEST LINE OF SAID LOT 11 AND TANGENT TO A LINE 10.00 FEET NORTH OF AND PARALLEL WITH THE SOUTH LINE OF SAID LOT 11. AND THE SOUTH 10.00 FEET OF SAID LOTS 12 THROUGH 19, INCLUSIVE. AND THE SOUTH 10.00 FEET AND THE WEST 5.00 FEET OF THE EAST 12.50 FEET OF SAID LOT 20 AND THE EXTERNAL AREA OF A CIRCULAR CURVE, LYING WITHIN SAID LOT 20, SAID CIRCULAR CURVE FORMED BY A 25.00 FOOT RADIUS, CONCAVE TO THE NORTHWEST, AND TANGENT TO A LINE 12.50 FEET WEST OF AND PARALLEL WITH THE EAST LINE OF SAID LOT 20 AND TANGENT TO A LINE 10.00 FEET NORTH OF AND PARALLEL WITH THE SOUTH LINE OF SAID LOT 20. - 13 - CFN: 20210630472 BOOK 32702 PAGE 950 EXHIBIT B-1 FORM OF PARTIAL RELEASE — BOND AND NOTE MORTGAGE Prepared by and after recording return to: PARTIAL RELEASE OF MORTGAGE THIS PARTIAL RELEASE OF MORTGAGE is entered into as of this day of , 202 by The Bank of New York Mellon Trust Company, N.A., a national banking association (the "Bond Mortgagee") and The Bank of New York Mellon Trust Company, N.A., a national banking association (the "Note Mortgagee" and together with the Bond Mortgagee, the "Mortgagees"). RECITALS WHEREAS, the Bond Mortgagee and Note Mortgage are the owners and holders of that certain First Mortgage, Assignment of Rents and Leases, Security Agreement and Fixture Filing by and among Block 55 Residential, LP, a Florida limited partnership, the Housing Finance Authority of Miami -Dade County, Florida, a public body corporate and politic created, organized and existing under the laws of the State of Florida (the "HFA"), and the Note recorded on , 2021 in Official Records Book , Page of the Public Records of Miami -Dade County, Florida (the "Mortgage"); and WHEREAS, the HFA assigned its interest in the Mortgage to the Bond Mortgagee pursuant to that certain Assignment of First Mortgage and Financing Documents by and between the Mortgagee and the HFA recorded on , 2021 in Official Records Book Page of the Public Records of Miami -Dade County (the "Assignment"); and WHEREAS, the Mortgage encumbers the real property described therein (collectively, the "Mortgaged Property"); WHEREAS, Bond Mortgagee has agreed to release a portion of the Mortgaged Property described on Exhibit A attached hereto (the "Parking Garage Parcel") from the lien and operation of the Mortgage; and NOW THEREFORE, in consideration of the foregoing recitals, Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, Mortgagee does remise, release, quit -claim, exonerate and discharge the Parking Garage Parcel from the lien and operation of the Mortgage and any and all other instruments of security recorded in connection therewith. CFN: 20210630472 BOOK 32702 PAGE 951 Nothing herein contained shall in anywise impair, alter or diminish the effect, lien or encumbrance of the Mortgage, as modified from time to time, and other instruments of security, on any portion of the Mortgaged Property other than the Parking Garage Parcel or any of the rights and remedies of the holder thereof. [Signatures on following pages] CFN: 20210630472 BOOK 32702 PAGE 952 IN WITNESS WHEREOF, this Partial Release of Mortgage is duly executed and delivered as of the date first above written. WITNESSES: Print Name: Print Name: STATE OF FLORIDA ) ) SS: COUNTY OF DUVAL ) BOND MORTGAGEE: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association By: Name: Title: The foregoing instrument was acknowledged before me, by means of 0 physical presence or 0 by online notarization, this day of , 202_, by , as of The Bank of New York Mellon Trust Company, N.A., a national banking association, on behalf of said association. He/she is personally known to me or has produced as identification. Notary Public Printed Name of Notary Public My Commission expires: CFN: 20210630472 BOOK 32702 PAGE 953 WITNESSES: Print Name: Print Name: STATE OF FLORIDA ) ) SS: COUNTY OF DUVAL ) NOTE MORTGAGEE: THF, RANK OF NF,W YORK MFT,I,ON TRUST COMPANY, N.A., a national banking association By: Name: Title: The foregoing instrument was acknowledged before me, by means of ❑ physical presence or ❑ by online notarization, this day of , 202_, by , as of The Bank ofNew York Mellon Trust Company, N.A., a national banking association, on behalf of said association. He/she is personally known to me or has produced as identification. Notary Public Printed Name of Notary Public My Commission expires: CFN: 20210630472 BOOK 32702 PAGE 954 EXHIBIT A TO PARTIAL RELEASE OF BOND AND NOTE MORTGAGE Legal Description of the Parking Garage Parcel DRIVEWAY PARCEL (LEVEL 1): AN AIRSPACE PARCEL BEING THAT PORTION OF LOTS 7, 8, 9, 10, 13, AND 14, OF BLOCK 55 NORTH, MAP OF MIAMI, DADE CO. FLA., ACCORDING TO THE PLAT RECORDED IN PLAT BOOK B, PAGE 41, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, WHICH LIES ABOVE A HORIZONTAL PLANE AT ELEVATION 8.64 FEET (NATIONAL GEODETIC VERTICAL DATUM OF 1929) AND LIES BELOW A HORIZONTAL PLANE AT ELEVATION 28.47 FEET (NATIONAL GEODETIC VERTICAL DATUM OF 1929), THE PERIMETER BOUNDARIES OF WHICH ARE MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHEAST CORNER OF LOT 1 OF SAID BLOCK 55 NORTH; THENCE NORTH 89°57'47" WEST, ALONG THE NORTHERLY LINE OF SAID BLOCK 55 NORTH, ALSO BEING THE SOUTHERLY RIGHT-OF-WAY LINE OF NW 7TH STREET, A DISTANCE OF 355.04 FEET; THENCE SOUTH 00°02'13" WEST, A DISTANCE OF 19.12 FEET TO THE POINT OF BEGINNING; THENCE CONTINUE SOUTH 00°02'13" WEST, A DISTANCE OF 27.00 FEET; THENCE SOUTH 38°59'23" EAST, A DISTANCE OF 25.68 FEET; THENCE SOUTH 00°02'13" WEST, A DISTANCE OF 204.72 FEET; THENCE NORTH 89°57'47" WEST, A DISTANCE OF 32.08 FEET; THENCE NORTH 00°02'13" EAST, A DISTANCE OF 11.34 FEET; THENCE NORTH 89°57'47" WEST, A DISTANCE OF 10.33 FEET; THENCE NORTH 00°02'13" EAST, A DISTANCE OF 14.99 FEET; THENCE NORTH 89°57'47" WEST, A DISTANCE OF 6.00 FEET; THENCE NORTH 00°02'13" EAST, A DISTANCE OF 158.33 FEET; THENCE NORTH 89°57'47" WEST, A DISTANCE OF 0.58 FEET; THENCE NORTH 00°02'13" EAST, FOR A DISTANCE OF 5.48 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE CONCAVE TO THE SOUTHWEST, HAVING AS ITS ELEMENTS A RADIUS OF 15.00 FEET AND A CENTRAL ANGLE OF 89°59'27"; THENCE NORTHWESTERLY ALONG SAID CURVE, FOR AN ARC DISTANCE OF 23.56 FEET; THENCE NORTH 89°57'15" WEST, FOR A DISTANCE OF 30.99 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE CONCAVE TO THE SOUTHEAST, HAVING AS ITS ELEMENTS A RADIUS OF 65.00 FEET AND A CENTRAL ANGLE OF 42°51'12"; THENCE SOUTHWESTERLY ALONG SAID CURVE, FOR AN ARC DISTANCE OF 48.62 FEET; THENCE NORTH 00°04'06" WEST, A DISTANCE OF 72.91 FEET; THENCE SOUTH 89°57'47" EAST, A DISTANCE OF 39.08 FEET; THENCE SOUTH 87°10'14" EAST, FOR A DISTANCE OF 1.64 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE CONCAVE TO THE SOUTHWEST, HAVING AS ITS ELEMENTS A RADIUS OF 30.00 FEET AND A CENTRAL ANGLE OF 13°35'14"; THENCE SOUTHEASTERLY ALONG SAID CURVE, FOR AN ARC DISTANCE OF 7.11 FEET; THENCE SOUTH 73°35'00" EAST, A DISTANCE OF 27.60 FEET; THENCE SOUTH 89°57'47" EAST, A DISTANCE OF 48.96 FEET TO THE POINT OF BEGINNING. AND CFN: 20210630472 BOOK 32702 PAGE 955 RAMP PARCEL (LEVEL 1): AN AIRSPACE PARCEL BEING THAT PORTION OF LOTS 4, 5, 6, 7, AND 8, OF BLOCK 55 NORTH, MAP OF MIAMI, DADE CO. FLA., ACCORDING TO THE PLAT RECORDED IN PLAT BOOK B, PAGE 41, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, WHICH LIES BELOW A HORIZONTAL PLANE AT ELEVATION 28.47 FEET (NATIONAL GEODETIC VERTICAL DATUM OF 1929) AND LIES ABOVE A PARTIAL INCLINED PLANE, THE PERIMETER BOUNDARIES OF WHICH ARE MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHEAST CORNER OF LOT 1 OF SAID BLOCK 55 NORTH; THENCE NORTH 89°57'47" WEST, ALONG THE NORTHERLY LINE OF SAID BLOCK 55 NORTH, ALSO BEING THE SOUTHERLY RIGHT-OF-WAY LINE OF NW 7TH STREET, A DISTANCE OF 183.91 FEET; THENCE SOUTH 00°02'13" WEST, A DISTANCE OF 2.12 FEET TO THE POINT OF BEGINNING OF SAID PARTIAL INCLINED PLANE HAVING AN ELEVATION OF 28.47 FEET; THENCE SOUTH 00°02'13" WEST, A DISTANCE OF 23.00 FEET TO A POINT HAVING AN ELEVATION OF 28.47 FEET; THENCE NORTH 89°57'47" WEST, FOR A DISTANCE OF 92.90 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE CONCAVE TO THE SOUTHEAST, HAVING AS ITS ELEMENTS A RADIUS OF 26.34 FEET AND A CENTRAL ANGLE OF 20°27'03", AND HAVING AN ELEVATION OF 20.39 FEET; THENCE SOUTHWESTERLY ALONG SAID CURVE, FOR AN ARC DISTANCE OF 9.40 FEET TO A POINT HAVING AN ELEVATION OF 19.81 FEET; THENCE SOUTH 69°35'10" WEST, FOR A DISTANCE OF 46.81 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE CONCAVE TO THE NORTHWEST, HAVING AS ITS ELEMENTS A RADIUS OF 31.50 FEET AND A CENTRAL ANGLE OF 20°27'02", AND HAVING AN ELEVATION OF 19.81 FEET; THENCE SOUTHWESTERLY ALONG SAID CURVE, FOR AN ARC DISTANCE OF 11.24 FEET TO A POINT HAVING AN ELEVATION OF 19.81 FEET; THENCE NORTH 89°57'48" WEST, A DISTANCE OF 14.16 FEET TO A POINT HAVING AN ELEVATION OF 19.81 FEET; THENCE NORTH 00°02'13" EAST, A DISTANCE OF 26.00 FEET TO A POINT HAVING AN ELEVATION OF 19.81 FEET; THENCE SOUTH 89°57'47" EAST, FOR A DISTANCE OF 11.08 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE CONCAVE TO THE NORTHWEST, HAVING AS ITS ELEMENTS A RADIUS OF 30.00 FEET AND A CENTRAL ANGLE OF 17°08'18", AND HAVING AN ELEVATION OF 19.81 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE, FOR AN ARC DISTANCE OF 8.97 FEET TO A POINT HAVING AN ELEVATION OF 19.81 FEET; THENCE NORTH 72°53'55" EAST, FOR A DISTANCE OF 48.42 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE CONCAVE TO THE SOUTHEAST, HAVING AS ITS ELEMENTS A RADIUS OF 31.50 FEET AND A CENTRAL ANGLE OF 17°08'18", AND HAVING AN ELEVATION OF 19.81 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE, FOR AN ARC DISTANCE OF 9.42 FEET TO A POINT HAVING AN ELEVATION OF 20.16 FEET; THENCE SOUTH 89°57'47" EAST, A DISTANCE OF 95.66 FEET TO THE POINT OF BEGINNING. CFN: 20210630472 BOOK 32702 PAGE 956 PARKING GARAGE PARCEL (LEVELS 2 THROUGH 5): AN AIRSPACE PARCEL CONSISTING OF THAT PORTION OF THE FOLLOWING DESCRIBED PROPERTY ("the Property"), WHICH LIES ABOVE A HORIZONTAL PLANE AT ELEVATION 28.47 FEET (NATIONAL GEODETIC VERTICAL DATUM OF 1929) AND LIES BELOW A HORIZONTAL PLANE AT ELEVATION 78.47 FEET (NATIONAL GEODETIC VERTICAL DATUM OF 1929): "The Property" AS REFERENCED ABOVE IS COMPRISED OF: ALL OF LOTS 2, 3, 4, 5, 6, 7, 8, AND 9, AND THAT PORTION OF LOTS 1, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, AND 20, ALL OF BLOCK 55 NORTH, MAP OF MIAMI, DADE CO. FLA., ACCORDING TO THE PLAT RECORDED IN PLAT BOOK B, PAGE 41, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHEAST CORNER OF LOT 1 OF SAID BLOCK 55 NORTH; THENCE NORTH 89°57'47" WEST, ALONG THE NORTHERLY LINE OF SAID BLOCK 55 NORTH, ALSO BEING THE SOUTHERLY RIGHT-OF-WAY LINE OF NW 7TH STREET, A DISTANCE OF 22.17 FEET TO THE POINT OF BEGINNING; THENCE CONTINUE SOUTH 00°02'13" WEST, A DISTANCE OF 282.34 FEET; THENCE NORTH 89°57'47" WEST, FOR A DISTANCE OF 457.91 FEET TO THE POINT OF INTERSECTION OF A CIRCULAR CURVE CONCAVE TO THE NORTHEAST, HAVING AS ITS ELEMENTS A RADIUS OF 25.00 FEET AND A CENTRAL ANGLE OF 38°11'05"; A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 37°09'39" WEST; THENCE NORTHWES 1'ERLY ALONG SAID CURVE, HAVING TANGENTS WHICH ARE 12.50 FEET NORTH OF AND PARALLEL TO THE SOUTH LINE OF SAID BLOCK 55 NORTH AND 10.00 FEET EAST OF AND PARALLEL TO THE WEST LINE OF SAID BLOCK 55, FOR AN ARC DISTANCE OF 16.66 FEET; THENCE NORTH 00°02'13" EAST, FOR A DISTANCE OF 268.33 FEET TO THE POINT OF INTERSECTION OF A CIRCULAR CURVE CONCAVE TO THE SOUTHEAST, HAVING AS ITS ELEMENTS A RADIUS OF 14.50 FEET AND A CENTRAL ANGLE OF 13°40'48"; A RADIAL LINE THROUGH SAID POINT BEARS NORTH 13°38'35" WEST; THENCE EASTERLY ALONG SAID CURVE, FOR AN ARC DISTANCE OF 3.46 FEET; THENCE SOUTH 89°57'47" EAST, ALONG SAID NORTHERLY LINE OF BLOCK 55 NORTH, ALSO BEING THE SOUTHERLY RIGHT-OF-WAY LINE OF NW 7TH STREET, A DISTANCE OF 463.57 FEET TO THE POINT OF BEGINNING. LESS AND EXCEPT: NORTH RESIDENTIAL ELEVATOR: A PORTION OF LOTS 7 AND 8, OF BLOCK 55 NORTH, MAP OF MIAMI, DADE CO. FLA., ACCORDING TO THE PLAT RECORDED IN PLAT BOOK B, PAGE 41, OF THE PUBLIC CFN: 20210630472 BOOK 32702 PAGE 957 RECORDS OF MIAMI-DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHEAST CORNER OF LOT 1 OF SAID BLOCK 55 NORTH; THENCE NORTH 89°57'47" WEST, ALONG THE NORTHERLY LINE OF SAID BLOCK 55 NORTH, ALSO BEING THE SOUTHERLY RIGHT-OF-WAY LINE OF NW 7TH STREET, A DISTANCE OF 328.93 FEET; THENCE SOUTH 00°02'13" WEST, A DISTANCE OF 1.51 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 00°02'13" WEST, A DISTANCE OF 6.92 FEET; THENCE NORTH 89°57'47" WEST, A DISTANCE OF 26.67 FEET; THENCE NORTH 00°02'13" EAST, A DISTANCE OF 6.92 FEET; THENCE SOUTH 89°57'47" EAST, A DISTANCE OF 26.67 FEET TO THE POINT OF BEGINNING. FURTHER LESS AND EXCEPT: EAST RESIDENTIAL ELEVATOR: A PORTION OF LOTS 1, 2, 19, AND 20, OF BLOCK 55 NORTH, MAP OF MIAMI, DADE CO. FLA., ACCORDING TO THE PLAT RECORDED IN PLAT BOOK B, PAGE 41, OF THE PUBLIC RECORDS . OF MIAMI-DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHEAST CORNER OF LOT 1 OF SAID BLOCK 55 NORTH; THENCE NORTH 89°57'47" WEST, ALONG THE NORTHERLY LINE OF SAID BLOCK 55 NORTH, ALSO BEING THE SOUTHERLY RIGHT-OF-WAY LINE OF NW 7TH STREET, A DISTANCE OF 47.59 FEET; THENCE SOUTH 00°02'13" WEST, A DISTANCE OF 146.42 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 00°02'13" WEST, A DISTANCE OF 26.67 FEET; THENCE NORTH 89°57'47" WEST, A DISTANCE OF 6.92 FEET; THENCE NORTH 00°02'13" EAST, A DISTANCE OF 26.67 FEET; THENCE SOUTH 89°57'47" EAST, A DISTANCE OF 6.92 FEET TO THE POINT OF BEGINNING. CFN: 20210630472 BOOK 32702 PAGE 958 EXHIBIT B-2 FORM OF PARTIAL RELEASE — CITY MORTGAGE Prepared by and after recording return to: PARTIAL RELEASE OF MORTGAGE THIS PARTIAL RELEASE OF MORTGAGE is entered into as of this day of , 202_ by The City of Miami, Florida, a Florida municipal corporation ("Mortgagee"). RECITALS WHEREAS, Mortgagee is the owner and holder of that certain Miami Forever Bond Mortgage and Security Agreement for Block 55 Residential, LP recorded on , 2021 in Official Records Book , Page of the Public Records of Miami -Dade County, Florida (the "Mortgage"), which Mortgage encumbers the real property described therein (collectively, the "Mortgaged Property"); WHEREAS, Mortgagee has agreed to release a portion of the Mortgaged Property described on Exhibit A attached hereto (the "Parking Garage Parcel") from the lien and operation of the Mortgage; and NOW THEREFORE, in consideration of the foregoing recitals, Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, Mortgagee does remise, release, quit -claim, exonerate and discharge the Parking Garage Parcel from the lien and operation of the Mortgage and any and all other instruments of security recorded in connection therewith. Nothing herein contained shall in anywise impair, alter or diminish the effect, lien or encumbrance of the Mortgage, as modified from time to time, and other instruments of security, on any portion of the Mortgaged Property other than the Parking Garage Parcel or any of the rights and remedies of the holder thereof. [Signatures on following page] CFN: 20210630472 BOOK 32702 PAGE 959 IN WITNESS WHEREOF, this Partial Release of Mortgage is duly executed and delivered as of the date first above written. ATTEST: CITY OF MIAMI, a municipal corporation of the State of Florida By: By: Name: Name: Title: City Clerk Title: City Manager APPROVED AS TO LEGAL FORM AND CORRECTNESS: By: Name: Title: City Attorney STATE OF ) SS: COUNTY OF The foregoing instrument was acknowledged before me, by means of ❑ physical presence or ❑ by online notarization, this _ day of , 202_, by , as City Manager of The City of Miami, Florida a municipal corporation of the State of Florida. He/she is personally known to me or has produced as identification. Notary Public Printed Name of Notary Public My Commission expires: CFN: 20210630472 BOOK 32702 PAGE 960 EXHIBIT A TO PARTIAL RELEASE OF CITY MORTGAGE Legal Description of the Parking Garage Parcel DRIVEWAY PARCEL (LEVEL 1): AN AIRSPACE PARCEL BEING THAT PORTION OF LOTS 7, 8, 9, 10, 13, AND 14, OF BLOCK 55 NORTH, MAP OF MIAMI, DADE CO. FLA., ACCORDING TO THE PLAT RECORDED IN PLAT BOOK B, PAGE 41, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, WHICH LIES ABOVE A HORIZONTAL PLANE AT ELEVATION 8.64 FEET (NATIONAL GEODETIC VERTICAL DATUM OF 1929) AND LIES BELOW A HORIZONTAL PLANE AT ELEVATION 28.47 FEET (NATIONAL GEODETIC VERTICAL DATUM OF 1929), THE PERIMETER BOUNDARIES OF WHICH ARE MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHEAST CORNER OF LOT 1 OF SAID BLOCK 55 NORTH; THENCE NORTH 89°57'47" WEST, ALONG THE NORTHERLY LINE OF SAID BLOCK 55 NORTH, ALSO BEING THE SOUTHERLY RIGHT-OF-WAY LINE OF NW 7TH STREET, A DISTANCE OF 355.04 FEET; THENCE SOUTH 00°02'13" WEST, A DISTANCE OF 19.12 FEET TO THE POINT OF BEGINNING; THENCE CONTINUE SOUTH 00°02'13" WEST, A DISTANCE OF 27.00 FEET; THENCE SOUTH 38°59'23" EAST, A DISTANCE OF 25.68 FEET; THENCE SOUTH 00°02'13" WEST, A DISTANCE OF 204.72 FEET; THENCE NORTH 89°57'47" WEST, A DISTANCE OF 32.08 FEET; THENCE NORTH 00°02'13" EAST, A DISTANCE OF 11.34 FEET; THENCE NORTH 89°57'47" WEST, A DISTANCE OF 10.33 FEET; THENCE NORTH 00°02'13" EAST, A DISTANCE OF 14.99 FEET; THENCE NORTH 89°57'47" WEST, A DISTANCE OF 6.00 FEET; THENCE NORTH 00°02'13" EAST, A DISTANCE OF 158.33 FEET; THENCE NORTH 89°57'47" WEST, A DISTANCE OF 0.58 FEET; THENCE NORTH 00°02'13" EAST, FOR A DISTANCE OF 5.48 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE CONCAVE TO THE SOUTHWEST, HAVING AS ITS ELEMENTS A RADIUS OF 15.00 FEET AND A CENTRAL ANGLE OF 89°59'27"; THENCE NORTHWESTERLY ALONG SAID CURVE, FOR AN ARC DISTANCE OF 23.56 FEET; THENCE NORTH 89°57'15" WEST, FOR A DISTANCE OF 30.99 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE CONCAVE TO THE SOUTHEAST, HAVING AS ITS ELEMENTS A RADIUS OF 65.00 FEET AND A CENTRAL ANGLE OF 42°51'12"; THENCE SOUTHWESTERLY ALONG SAID CURVE, FOR AN ARC DISTANCE OF 48.62 FEET; THENCE NORTH 00°04'06" WEST, A DISTANCE OF 72.91 FEET; THENCE SOUTH 89°57'47" EAST, A DISTANCE OF 39.08 FEET; THENCE SOUTH 87°10'14" EAST, FOR A DISTANCE OF 1.64 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE CONCAVE TO THE SOUTHWEST, HAVING AS ITS ELEMENTS A RADIUS OF 30.00 FEET AND A CENTRAL ANGLE OF 13°35'14"; THENCE SOUTHEASTERLY ALONG SAID CURVE, FOR AN ARC DISTANCE OF 7.11 FEET; THENCE SOUTH 73°35'00" EAST, A DISTANCE OF 27.60 FEET; THENCE SOUTH 89°57'47" EAST, A DISTANCE OF 48.96 FEET TO THE POINT OF BEGINNING. CFN: 20210630472 BOOK 32702 PAGE 961 RAMP PARCEL (LEVEL 1): AN AIRSPACE PARCEL BEING THAT PORTION OF LOTS 4, 5, 6, 7, AND 8, OF BLOCK 55 NORTH, MAP OF MIAMI, DADE CO. FLA., ACCORDING TO THE PLAT RECORDED IN PLAT BOOK B, PAGE 41, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, WHICH LIES BELOW A HORIZONTAL PLANE AT ELEVATION 28.47 FEET (NATIONAL GEODETIC VERTICAL DATUM OF 1929) AND LIES ABOVE A PARTIAL INCLINED PLANE, THE PERIMETER BOUNDARIES OF WHICH ARE MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHEAST CORNER OF LOT 1 OF SAID BLOCK 55 NORTH; THENCE NORTH 89°57'47" WEST, ALONG THE NORTHERLY LINE OF SAID BLOCK 55 NORTH, ALSO BEING THE SOUTHERLY RIGHT-OF-WAY LINE OF NW 7TH STREET, A DISTANCE OF 183.91 FEET; THENCE SOUTH 00°02'13" WEST, A DISTANCE OF 2.12 FEET TO THE POINT OF BEGINNING OF SAID PARTIAL INCLINED PLANE HAVING AN ELEVATION OF 28.47 FEET; THENCE SOUTH 00°02'13" WEST, A DISTANCE OF 23.00 FEET TO A POINT HAVING AN ELEVATION OF 28.47 FEET; THENCE NORTH 89°57'47" WEST, FOR A DISTANCE OF 92.90 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE CONCAVE TO THE SOUTHEAST, HAVING AS ITS ELEMENTS A RADIUS OF 26.34 FEET AND A CENTRAL ANGLE OF 20°27'03", AND HAVING AN ELEVATION OF 20.39 FEET; THENCE SOUTHWESTERLY ALONG SAID CURVE, FOR AN ARC DISTANCE OF 9.40 FEET TO A POINT HAVING AN ELEVATION OF 19.81 FEET; THENCE SOUTH 69°35'10" WEST, FOR A DISTANCE OF 46.81 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE CONCAVE TO THE NORTHWEST, HAVING AS ITS ELEMENTS A RADIUS OF 31.50 FEET AND A CENTRAL ANGLE OF 20°27'02", AND HAVING AN ELEVATION OF 19.81 FEET; THENCE SOUTHWESTERLY ALONG SAID CURVE, FOR AN ARC DISTANCE OF 11.24 FEET TO A POINT HAVING AN ELEVATION OF 19.81 FEET; THENCE NORTH 89°57'48" WEST, A DISTANCE OF 14.16 FEET TO A POINT HAVING AN ELEVATION OF 19.81 FEET; THENCE NORTH 00°02'13" EAST, A DISTANCE OF 26.00 FEET TO A POINT HAVING AN ELEVATION OF 19.81 FEET; THENCE SOUTH 89°57'47" EAST, FOR A DISTANCE OF 11.08 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE CONCAVE TO THE NORTHWEST, HAVING AS ITS ELEMENTS A RADIUS OF 30.00 FEET AND A CENTRAL ANGLE OF 17°08'18", AND HAVING AN ELEVATION OF 19.81 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE, FOR AN ARC DISTANCE OF 8.97 FEET TO A POINT HAVING AN ELEVATION OF 19.81 FEET; THENCE NORTH 72°53'55" EAST, FOR A DISTANCE OF 48.42 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE CONCAVE TO THE SOUTHEAST, HAVING AS ITS ELEMENTS A RADIUS OF 31.50 FEET AND A CENTRAL ANGLE OF 17°08'18", AND HAVING AN ELEVATION OF 19.81 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE, FOR AN ARC DISTANCE OF 9.42 FEET TO A POINT HAVING AN ELEVATION OF 20.16 FEET; THENCE SOUTH 89°57'47" EAST, A DISTANCE OF 95.66 FEET TO THE POINT OF BEGINNING. AND CFN: 20210630472 BOOK 32702 PAGE 962 PARKING GARAGE PARCEL (LEVELS 2 THROUGH 5): AN AIRSPACE PARCEL CONSISTING OF THAT PORTION OF THE FOLLOWING DESCRIBED PROPERTY ("the Property"), WHICH LIES ABOVE A HORIZONTAL PLANE AT ELEVATION 28.47 FEET (NATIONAL GEODETIC VERTICAL DATUM OF 1929) AND LIES BELOW A HORIZONTAL PLANE AT ELEVATION 78.47 FEET (NATIONAL GEODETIC VERTICAL DATUM OF 1929): "The Property" AS REFERENCED ABOVE IS COMPRISED OF: ALL OF LOTS 2, 3, 4, 5, 6, 7, 8, AND 9, AND THAT PORTION OF LOTS 1, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, AND 20, ALL OF BLOCK 55 NORTH, MAP OF MIAMI, DADE CO. FLA., ACCORDING TO THE PLAT RECORDED IN PLAT BOOK B, PAGE 41, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHEAST CORNER OF LOT 1 OF SAID BLOCK 55 NORTH; THENCE NORTH 89°57'47" WEST, ALONG THE NORTHERLY LINE OF SAID BLOCK 55 NORTH, ALSO BEING THE SOUTHERLY RIGHT-OF-WAY LINE OF NW 7TH STREET, A DISTANCE OF 22.17 FEET TO THE POINT OF BEGINNING; THENCE CONTINUE SOUTH 00°02'13" WEST, A DISTANCE OF 282.34 FEET; THENCE NORTH 89°57'47" WEST, FOR A DISTANCE OF 457.91 FEET TO THE POINT OF INTERSECTION OF A CIRCULAR CURVE CONCAVE TO THE NORTHEAST, HAVING AS ITS ELEMENTS A RADIUS OF 25.00 FEET AND A CENTRAL ANGLE OF 38°11'05"; A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 37°09'39" WEST; THENCE NORTHWESTERLY ALONG SAID CURVE, HAVING TANGENTS WHICH ARE 12.50 FEET NORTH OF AND PARALLEL TO THE SOUTH LINE OF SAID BLOCK 55 NORTH AND 10.00 FEET EAST OF AND PARALLEL TO THE WEST LINE OF SAID BLOCK 55, FOR AN ARC DISTANCE OF 16.66 FEET; THENCE NORTH 00°02'13" EAST, FOR A DISTANCE OF 268.33 FEET TO THE POINT OF INTERSECTION OF A CIRCULAR CURVE CONCAVE TO THE SOUTHEAST, HAVING AS ITS ELEMENTS A RADIUS OF 14.50 FEET AND A CENTRAL ANGLE OF 13°40'48"; A RADIAL LINE THROUGH SAID POINT BEARS NORTH 13°38'35" WEST; THENCE EASTERLY ALONG SAID CURVE, FOR AN ARC DISTANCE OF 3.46 FEET; THENCE SOUTH 89°57'47" EAST, ALONG SAID NORTHERLY LINE OF BLOCK 55 NORTH, ALSO BEING THE SOUTHERLY RIGHT-OF-WAY LINE OF NW 7TH STREET, A DISTANCE OF 463.57 FEET TO THE POINT OF BEGINNING. LESS AND EXCEPT: NORTH RESIDENTIAL ELEVATOR: A PORTION OF LOTS 7 AND 8, OF BLOCK 55 NORTH, MAP OF MIAMI, DADE CO. FLA., ACCORDING TO THE PLAT RECORDED IN PLAT BOOK B, PAGE 41, OF THE PUBLIC CFN: 20210630472 BOOK 32702 PAGE 963 RECORDS OF MIAMI-DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHEAST CORNER OF LOT 1 OF SAID BLOCK 55 NORTH; THENCE NORTH 89°57'47" WEST, ALONG THE NORTHERLY LINE OF SAID BLOCK 55 NORTH, ALSO BEING THE SOUTHERLY RIGHT-OF-WAY LINE OF NW 7TH STREET, A DISTANCE OF 328.93 FEET; THENCE SOUTH 00°02'13" WEST, A DISTANCE OF 1.51 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 00°02'13" WEST, A DISTANCE OF 6.92 FEET; THENCE NORTH 89°57'47" WEST, A DISTANCE OF 26.67 FEET; THENCE NORTH 00°02'13" EAST, A DISTANCE OF 6.92 FEET; THENCE SOUTH 89°57'47" EAST, A DISTANCE OF 26.67 FEET TO THE POINT OF BEGINNING. FURTHER LESS AND EXCEPT: EAST RESIDENTIAL ELEVATOR: A PORTION OF LOTS 1, 2, 19, AND 20, OF BLOCK 55 NORTH, MAP OF MIAMI, DADE CO. FLA., ACCORDING TO THE PLAT RECORDED IN PLAT BOOK B, PAGE 41, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHEAST CORNER OF LOT 1 OF SAID BLOCK 55 NORTH; THENCE NORTH 89°57'47" WEST, ALONG THE NORTHERLY LINE OF SAID BLOCK 55 NORTH, ALSO BEING THE SOUTHERLY RIGHT-OF-WAY LINE OF NW 7TH STREET, A DISTANCE OF 47.59 FEET; THENCE SOUTH 00°02'13" WEST, A DISTANCE OF 146.42 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 00°02'13" WEST, A DISTANCE OF 26.67 FEET; THENCE NORTH 89°57'47" WEST, A DISTANCE OF 6.92 FEET; THENCE NORTH 00°02'13" EAST, A DISTANCE OF 26.67 FEET; THENCE SOUTH 89°57'47" EAST, A DISTANCE OF 6.92 FEET TO THE POINT OF BEGINNING. 4812-7744-4847, v. 14 CFN: 20210630469 BOOK 32702 PAGE 897 DATE:08/25/2021 04:53:22 PM HARVEY RUVIN, CLERK OF COURT, MIA-DADE CTY Prepared by, and after recording return to: Victoria Mendez, Esq. City Attorney, City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 Property Address: 249 NW 6 Street Miami, Florida 33136 DECLARATION OF RESTRICTIVE COVENANTS FOR SAWYER'S WALK (MIAMI FOREVER BOND FUNDS) This Declaration of Restrictive Covenants for Sawyer's Walk (the "Covenant") made this 12th day of August , 2021 ("Effective Date") by BLOCK 55 RESIDENTIAL, LP, a Florida limited partnership (hereinafter referred to as "Project Sponsor"), is in favor of the CITY OF MIAMI, a municipal corporation of the State of Florida (hereinafter referred to as the "City"). RECITALS WHEREAS, the Project Sponsor is the fee simple owner of a the property legally described in Exhibit "A," attached hereto and incorporated herein; and WHEREAS, the Project Sponsor hereby agrees and covenants that the following described property shall be subject to the provisions, covenants, and restrictions contained herein; and WHEREAS, this Covenant is made for the express benefit of the City of Miami ("City"), a Florida municipal corporation. It shall remain in full force and effect until released by the City; and WHEREAS, the City has loaned $7,500,000.00 in Miami Forever Bond funds to Project Sponsor ("Loan") in order to develop the Project, as more particularly described below; and WHEREAS, the Project Sponsor is developing a project that will, among other things, increase the supply of rental housing units for Very Low, Low, and Moderately Low Income Households in the community known as Overtown (hereinafter referred to as the "Project"), which consists of a newly constructed, mixed -use, nineteen -story building located at 249 NW 6 Street Miami, Florida 33136, as legally described in Exhibit "A" (hereinafter referred to as the "Property"). The Project consists of a total of five hundred seventy eight (578) residential apartment units. A total of two hundred eighty nine (289) are Bond -assisted units (the "Bond Assisted Units") developed on that certain Property and are all subject to the terms, covenants, and restrictions contained herein; and WHEREAS, the City's allocation of funds for the Project is subject to that certain Miami Forever Bond Loan Agreement for Sawyer's Walk (the "Loan Agreement" or "Bond Loan Agreement") and other loan documents of even date herewith between the City and the Project Sponsor (collectively the "Loan Documents"); and WHEREAS, Project Sponsor desires to make a binding commitment to assure that the Bond Assisted Units and the Property in general are maintained and operated in accordance with the provisions of the Loan Documents and this Covenant; and WHEREAS, Project Sponsor, as a condition for receiving the Loan funds to construct the Project is required to record in the Public Records this Covenant obligating the Project Sponsor, its successors, transferees, and assigns to maintain and operate the Property in accordance with the Loan Documents; and Page 1 of 7 CFN: 20210630469 BOOK 32702 PAGE 898 WHEREAS, the Project Sponsor hereby declares that this Covenant shall be and is a covenant running with the Property and, unless released by the City, is binding on the Property for the entire Affordability Period, and is not merely a personal covenant of the Project Sponsor; and NOW THEREFORE, Project Sponsor voluntarily covenants and agrees that the Bond Assisted Units and the Property in general shall be subject to the following restrictions that are intended and shall be deemed to be covenants running with the land and binding upon Project Sponsor, and its heirs, successors and assigns as follows: Section 1. Recitals: The recitals and findings set forth in the preamble of this Covenant are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Section. Section 2. Use of Property: The Project shall be developed on the Property and there shall be two hundred eighty nine (289) Bond Assisted Units out of the Project's total five hundred seventy eight (578) residential apartment units. Bond Assisted Units shall remain Affordable during the thirty (30) year Affordability Period. The two hundred eighty nine (289) Bond Assisted units shall remain affordable to Very Low, Low, and Moderately Low Income Households for the period of time commencing on the Close -Out of the Project and ending thirty (30) years thereafter (the `Expiration of the Affordability Period"). The City Assisted Units shall be comprised as follows: fifty five (55) studio apartments for Very Low Income Households, one hundred forty (140) one -bedroom one -bathroom for Moderately Low Income Households, ninety four (94) two - bedroom two -bathroom for Low Income Households. "Very Low Income Household" shall mean a household whose annual income does not exceed forty percent (40%) of the median income for the area, as determined by the Florida Housing Finance Corporation ("FHFC"), with adjustments and certain exceptions as provided by FHFC. "Low Income Household" shall mean a household whose annual income does not exceed eighty percent (80%) of the median income for the area, as determined by FHFC, with adjustments and certain exceptions as provided by FHFC. "Moderately Low Income Household" shall mean a household whose annual income does not exceed seventy percent (70%) of the median income for the area, as determined by FHFC, with adjustments and certain exceptions as provided by FHFC. Section 3. Term of Covenant: This Covenant is a covenant running with the land. This Covenant shall remain in full force and effect and shall be binding upon the Project Sponsor, its successors and assigns from the Effective Date until the Expiration of the Affordability Period. The Affordability Period of this Project will be thirty (30) years commencing on Close -Out of the Project. Upon the Expiration of the Affordability Period, this Covenant shall immediately lapse and be of no further force and effect without the necessity of any other written document or instrument. Notwithstanding the foregoing, upon the Expiration of the Affordability Period, the City shall prepare for recording an instrument evidencing the expiration of and other termination of this Covenant in the Public Records of Miami -Dade County, Florida. Section 4. Prohibited Conveyances: The Project Sponsor covenants and agrees not to encumber or convey its interest in the Project, Property, or any portion thereof, . without City's prior written consent to the extent required by the Loan Agreement. For the purposes of this Covenant, any change in the ownership or control of the Project Sponsor, which is not permitted under the Loan Documents, shall be deemed a conveyance of an interest in the Project. Section 5. Repayment Upon Default: The Project Sponsor covenants and agrees that in the event (i) of the sale or conveyance of any interest in the Project and/or the Property without City's prior written consent as required by the Loan Documents (except as otherwise provided in the Page 2 of 7 CFN: 20210630469 BOOK 32702 PAGE 899 Loan Documents), or (ii) that the Project Sponsor ceases to exist as an organization, the Project Sponsor shall immediately make payment to the City in an amount equal to the full amount of Loan funds disbursed and outstanding, with interest thereon as provided in the Note, and all unpaid fees, charges and other obligations of the Project Sponsor due under any of the Loan Documents. Section 6. Inspection and Enforcement: It is understood and agreed that any official inspector of the City shall have the right any time during normal working hours to enter and investigate the use of the Property to determine whether the conditions of this Covenant are in compliance, subject to the rights of residential tenants under their leases. Section 7. Amendment and Modification: This Covenant may be modified, amended, or released as to any portion of the Property by a written instrument executed by the City and the Project Sponsor or their respective successors -in -interest. Should this instrument be modified, amended, or released, the City Manager, or such person who hereafter is delegated such authority, shall execute a written instrument in recordable form to be recorded in the Public Records of Miami -Dade County, Florida, effectuating and acknowledging such modification, amendment, or release as necessary in order to comply with the City's Bond Requirements. Section 8. Definitions: All capitalized terms not defined herein shall have the meanings provided in the Bond Loan Agreement. Section 9. Severability: Invalidation of one of the provisions of this Covenant by judgment of Court shall not affect any of the other provisions of the Covenant, which shall remain in full force and effect. Section 10. Recordation: This Covenant shall be filed of record among the Public Records of Miami -Dade County, Florida, at the sole cost and expense of the Project Sponsor. Section 11. Deed Restriction/Covenant Running with the Land. Any and all requirements of the laws of the State of Florida that must be satisfied in order for the provisions of this Covenant to constitute a deed restriction and covenant running with the land shall be satisfied in full, and any requirements or privileges of estate are intended to be satisfied, or in the alternate, an equitable servitude has been created to insure that these restrictions run with the land. For the term of this Covenant, each and every contract, deed, or other instrument hereafter executed conveying the Property or portion thereof shall expressly provide that such conveyance is subject to this Covenant, provided, however, that the covenants contained herein shall survive and be effective regardless of whether such contract, deed, or other instrument hereafter executed conveying the Property or portion thereof provides that such conveyance is subject to this Covenant. Section 12. Governing Law and Venue. This Covenant shall be construed and enforced pursuant to the laws of the State of Florida, excluding all principles of choice of laws, conflict of laws and comity. Any action pursuant to a dispute under this Covenant must be brought in Miami -Dade County and no other venue. All meetings to resolve said dispute, including voluntary arbitration, mediation, or other alternative dispute resolution mechanism, will take place in this venue. The parties both waive any defense that venue in Miami -Dade County is not convenient. Section 13. Miami Forever Bond Funds. Project Sponsor acknowledges and agrees that this Covenant is intended to evidence and memorialize the use of proceeds of the Miami Forever Bond for the paramount public purpose of providing affordable housing in the City of Miami, Florida, as approved at referendum in November 2017. Project Sponsor acknowledges and agrees Page 3 of 7 CFN: 20210630469 BOOK 32702 PAGE 900 that the Project Sponsor entering into this Covenant is a material inducement to the City making the aforementioned Loan. Section 14. Exclusion of Commercial Spaces. Notwithstanding anything to the contrary in this Covenant, it is expressly understood and agreed that the Covenant and all other terms, conditions, restrictions, and requirements of this Covenant 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 Project Sponsor's management, leasing, and ownership of all or any portion of the commercial and retail spaces located in the Project, if applicable. [Signature Page Follows] Page 4 of 7 CFN: 20210630469 BOOK 32702 PAGE 901 IN WITNESS WHEREOF, the Project Sponsor has caused this Declaration of Restrictive Covenants to be executed by its duly authorized officers and the corporate seal to be affixed hereto on the day and year first above -written. WITNESSES: 1 - r c iL. `/,lit,._P1L__ Print Name: t Print Name: PROJECT SPONSOR'S ADDRESS: 2901 FLORIDA AVENUE COCONUT GROVE, FL 33133 PROJECT SPONSOR: Block 55 Residential, LP, a Florida limited partnership By: Pacific Southwest Community Development Corporation, a California nonprofit public benefit corporation, its general partner d4J By: 'snue. Print Name: Robert . Laing, Title: President/Executive Director Date: CFN: 20210630469 BOOK 32702 PAGE 902 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of AAA ) On V C- ) »— l before me, M p4 tau c (insert name and title of the officer) personally appeared 1�� 13 I° i \AsJ who proved to me on the basis of satisfactory evidence to be the person(s'f whose names) s/ar,e subscribed to the within instrument and acknowledged to me that he/sly/fhey executed the same in his/her/fAieir authorized capacity(i), and that by his/hfer/t�Ffieir signature(4 on the instrument the person(9)(or the entity upon behalf of which the person(�acted, executed the instrument. 1 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature �,L//l (Seal) .o. w. AL AL GREGG MILLER Notary Public - California San Diego County Commission ft 2345570 My Comm. Expires Feb 7, 2025 CFN: 20210630469 BOOK 32702 PAGE 903 ATTEST: Todd Hannon , �.. Date: ell( I(9.0a- l APPROVED AS TO INSURANCE REQUIREMENTS Gomez Frank D1gIta1yslgnedb7Gomer,Frank Date:2021.08.110&47:41 •04'00' CITY OF MIAMI, a municipal corporation of the State of Florida By: APPRI : AS TO FORM AND C• �.0 ► SS: Ann -Marie Sharpe Victoria ez Director of Risk Management ity��i rne` Page 6 of 7 CFN: 20210630469 BOOK 32702 PAGE 904 Exhibit A Legal Description of Real Property THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF MIAMI-DADE, STATE OF FLORIDA, AND DESCRIBED AS FOLLOWS: LOTS 1 THROUGH 20, INCLUSIVE, OF BLOCK 55 NORTH, MAP OF MIAMI, DADE CO. FLA., ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK B, PAGE 41, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; LESS AND EXCEPT THE EAST 7.5 FEET OF LOT 20; AND FURTHER LESS AND EXCEPT THAT PORTION OF LOT 10 TAKEN BY THE STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION BY ORDER OF TAKING RECORDED IN OFFICIAL RECORDS BOOK 5349, PAGE 129, OF THE PUBLIC RECORDS OF MIAMI- DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN ON THE WEST LINE OF SAID LOT 10 AT A POINT 14.51 FEET SOUTH 02°16'16" EAST FROM THE NORTHWEST CORNER THEREOF, SAID POINT BEING THE BEGINNING OF A CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 14.5 FEET, THENCE FROM A TANGENT BEARING OF NORTH 02°16'16" WEST RUN NORTHWESTERLY, NORTHERLY AND NORTHEASTERLY 22.79 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90°02'57" TO THE NORTH LINE OF SAID LOT 10, THENCE WESTERLY 14.51 FEET ALONG SAID NORTH LINE TO THE NORTHWEST CORNER OF SAID LOT 10, THENCE SOUTH 02°16'16" EAST 14.51 FEET ALONG THE WEST LINE OF SAID LOT 10 TO THE POINT OF BEGINNING. LESS AND EXCEPT: THOSE PORTIONS OF LOT 1 AND LOTS 10 THROUGH 20, OF BLOCK 55N, MAP OF MIAMI, DADE CO. FLA., ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK B, PAGE 41, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; LESS AND EXCEPT THE EAST 7.50 FEET OF SAID LOT 20; AND FURTHER LESS AND EXCEPT THAT PORTION OF SAID LOT 10 TAKEN BY THE STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION BY ORDER OF TAKING RECORDED IN OFFICIAL RECORDS BOOK 5349, PAGE 129, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN ON THE WEST LINE OF SAID LOT 10 AT A POINT 14.51 FEET SOUTH 02°16'16" EAST FROM THE NORTHWEST CORNER THEREOF, SAID POINT BEING THE BEGINNING OF A CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 14.5 FEET, THENCE FROM A TANGENT BEARING OF NORTH 02°16'16" WEST RUN NORTHWESTERLY, NORTHERLY AND NORTHEASTERLY 22.79 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90'02'57" TO THE NORTH LINE OF SAID LOT 10, THENCE WESTERLY 14.51 FEET ALONG SAID NORTH LINE TO THE NORTHWEST CORNER OF SAID LOT 10, THENCE SOUTH 02°16'16" EAST 14.51 FEET ALONG THE WEST LINE OF SAID LOT 10 TO THE POINT OF BEGINNING. SAID RIGHT-OF-WAY DEDICATION PARCEL LYING IN SAID BLOCK 55N AND BEING DESCRIBED AS FOLLOWS: THE EAST 12.50 FEET OF SAID LOT 1. AND THE WEST 10.00 FEET OF SAID LOT 10. AND THE WEST 10.00 FEET AND THE SOUTH 10.00 FEET OF SAID LOT 11 AND THE EXTERNAL AREA OF A CIRCULAR CURVE, LYING WITHIN SAID LOT 11, SAID CIRCULAR CURVE FORMED BY A 25.00 FOOT RADIUS, CONCAVE TO THE NORTHEAST, AND TANGENT TO A LINE 10.00 FEET EAST OF AND PARALLEL WITH THE WEST LINE OF SAID LOT 11 AND TANGENT TO A LINE 10.00 FEET NORTH OF AND PARALLEL WITH THE SOUTH LINE OF SAID LOT 11. AND THE SOUTH 10.00 FEET OF SAID LOTS 12 THROUGH 19, INCLUSIVE. AND THE SOUTH 10.00 FEET AND THE WEST 5.00 FEET OF THE EAST 12.50 FEET OF SAID LOT 20 AND THE EXTERNAL AREA OF A CIRCULAR CURVE, LYING WITHIN SAID LOT 20, SAID CIRCULAR CURVE FORMED BY A 25.00 FOOT RADIUS, CONCAVE TO THE NORTHWEST, AND TANGENT TO A LINE 12.50 FEET WEST OF AND PARALLEL WITH THE EAST LINE OF SAID LOT 20 AND TANGENT TO A LINE 10.00 FEET NORTH OF AND PARALLEL WITH THE SOUTH LINE OF SAID LOT 20. Page 7 of 7 CFN: 20210630471 BOOK 32702 PAGE 915 DATE:08/25/2021 04:53:22 PM HARVEY RUVIN, CLERK OF COURT, MIA-DADE CTY Prepared by and After recording, return to: Victoria Mendez, Esq. City Attorney City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 Tel: (305) 416-1800 Address: 249 NW 6 Street Miami, Florida 33136 Note to Recorder: This mortgage is given to secure the financing of housing under Part V of Chapter 420 of the Florida Statutes and is exempt from taxation pursuant to Section 420.513 Florida Statutes. MIAMI FOREVER BOND MORTGAGE AND SECURITY AGREEMENTFOR SAWYER'S WALK THIS MIAMI FOREVER BOND MORTGAGE AND SECURITY AGREEMENT FOR SAWYER'S WALK (hereinafter referred to as the "Mortgage"), is executed and delivered the 12th day of August , 2021 by Block 55 Residential, LP, a Florida limited partnership, whose address is 2901 Florida Avenue, Coconut Grove, FL 33133 (hereinafter referred to as the "Mortgagor"), in favor of the City of Miami, whose address is 444 S.W. 2nd Avenue, Miami, Florida 33130 (hereinafter called "the Mortgagee"). RECITALS WHEREAS, the Mortgagee has approved an allocation of Seven Million Five Hundred Thousand and 00/100 Dollars ($7,500,000.00) in Miami Forever Bond ("Bond") funds for construction of a total of two hundred eighty nine (289); and WHEREAS, Mortgagor has delivered to Mortgagee that certain Promissory Note for Block 55 Residential, LP, of even date herewith, made by Mortgagor in favor of Mortgagee (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, and together with any and all renewals, replacements, extensions, modifications, substitutions, future advances and any other evidence of indebtedness evidenced by • said Promissory Note) (the "Note"), which Note evidences the Indebtedness in the amount of Seven Million Five Hundred Thousand and 00/100 Dollars ($7,500,000.00) in Miami Forever Bond funds which are restricted by certain other documents that are executed of even date herewith such as the Loan Agreement, Declaration of Restrictive Covenants, Disbursement Agreement, Rent Regulatory Agreement, and the Note (the "Loan"). NOW THEREFORE, in consideration of the making of the Loan by Mortgagee and the covenants, agreements, representations and warranties set forth in this Mortgage: WITNESSETH THAT: FOR GOOD AND VALUABLE CONSIDERATION, as set forth in the above recitals that are hereby incorporated by reference, the receipt and sufficiency of which are hereby acknowledged, and also in consideration of the aggregate sum named in the promissory note from the Mortgagor in favor of the Mortgagee, in the original principal amount of Seven Million Five Hundred Thousand and 00/100 Dollars ($7,500,000.00) (hereinafter referred to as the "Note"), the Mortgagor does grant, bargain sell, alien, remise, release, convey and confirm unto the Mortgagee, in fee simple, that certain tract of land which the Mortgagor is now seized and Page 1 of 11 CFN: 20210630471 BOOK 32702 PAGE 916 possessed and in actual possession, situate in Miami -Dade County, State of Florida, located at 249 NW 6 Street, Miami, Florida 33136, legally described as follows: SEE EXHIBIT "A" ATTACHED HERETO AND INCORPORATED HEREIN TOGETHER WITH all structures and improvements now and hereafter located thereon, the rents, issues and profits thereof, all furniture, furnishings, fixtures and equipment now located thereon, and also all gas and electric fixtures, heaters, air conditioning, equipment, machinery, motors, baths, tubs, sinks, water closets, faucets, pipes and other plumbing and heating fixtures, refrigerators, blinds, and other window treatments, which are now or may hereafter pertain to or be used with, in or on said premises, and which, even though they be detached or detachable, are and shall be deemed to be fixtures and accessions to the freehold and a part of the realty, and all additions thereto and replacements thereof, which real property, improvements and personalty shall hereinafter collectively be referred to as the "Mortgaged Property". TO HAVE AND TO HOLD the same, together with all tenements and hereditaments and appurtenances, unto the Mortgagee in fee simple, forever. The Mortgagor does covenant with the Mortgagee that Mortgagor is indefeasibly seized of the Mortgaged Property in fee simple; that the Mortgagor has full power and lawful right to convey the Mortgaged Property in fee simple as aforesaid; that the Mortgaged Property is free from all encumbrances except as specified on Exhibit "B" attached hereto and incorporated herein; that the Mortgagor will make such further assurances to perfect the fee simple . title to the Mortgaged Property in the Mortgagee as may reasonably be required; and that the Mortgagor does hereby fully warrant the title to the Mortgaged Property, and will defend the same against the lawful claims of all persons whomsoever. PROVIDED ALWAYS, that if the Mortgagor shall pay unto the Mortgagee or otherwise perform and fulfill its obligations with respect to the indebtedness and obligations evidenced by the Note, and shall perform, comply with and abide by each and every one of the stipulations, agreements, conditions and covenants of the Note, this Mortgage, the Covenant, the Disbursement Agreement, the Rent Regulatory Agreement, and the Loan Agreement, dated same date herein the other loan documents by and between Mortgagee, as lender therein, and Mortgagor, as borrower therein (the "Agreement" or "Loan Agreement") and all other loan documents executed in connection herewith and therewith (hereinafter jointly referred to as "the Loan Documents"), then this Mortgage and the estate thereby created shall cease and be null and void. AND THE MORTGAGOR HEREBY COVENANTS AND AGREES AS FOLLOWS: 1. PERFORMANCE OF NOTE AND MORTGAGE. The Mortgagor shall pay or otherwise fully perform its obligations with respect to the payment of all and singular the principal, interest and other sums of money payable by virtue of the Note and this Mortgage, or either, promptly on the days when the same severally become due and payable, and shall perform, comply with and abide by each and every of the stipulations, agreements, conditions and covenants set forth in the Note, this Mortgage and the Loan Documents. 2. TAXES AND OTHER CHARGES. The Mortgagor shall pay when due and payable and before any interest, charge or penalty is due thereon, without any deduction, defalcation or abatement, all taxes, assessments, levies, liabilities, obligations, encumbrances, water and sewer Page 2of11 CFN: 20210630471 BOOK 32702 PAGE 917 rents and all other charges or claims of every nature and kind which may be imposed, suffered, placed, assessed, levied, or filed at any time against this Mortgage, the Mortgaged Property or any part thereof or against the interest of the Mortgagee therein, or which by any present or future law may have priority over the indebtedness secured hereby either in lien or in distribution out of the proceeds of any judicial sale, without regard to any law heretofore or hereafter to be enacted imposing payment of the whole or of any part upon the Mortgagee; and insofar as any such tax, assessment, levy, liability, obligation or encumbrance is of record, the same shall be promptly satisfied and discharged of record and the original official document (such as, for instance, the tax receipt or the satisfaction paper officially endorsed or certified) shall be placed in the hands of the Mortgagee no later than such dates; provided, however, that if, pursuant to this Mortgage or otherwise, the Mortgagor shall have deposited with the Mortgagee before the due date thereof sums sufficient to pay any such taxes, assessments, levies, water and sewer rents, charges or claims, and the Mortgagor is not otherwise in default, they shall be paid by the Mortgagee; and provided further, that if the Mortgagor in good faith and by appropriate legal action shall contest the validity of any such items or the amount thereof, and shall have established on its books or by deposit of cash with the Mortgagee, as the Mortgagee may elect, a reserve for the payment thereof in such amount as the Mortgagee may require, then the Mortgagor shall not be required to pay the item or to produce the required receipts: (a) while the reserve is maintained; and (b) so long as the contest operates to prevent collection, is maintained and prosecuted with diligence, and shall not have been terminated or discontinued adversely to the Mortgagor. The Mortgagor shall furnish the Mortgagee with annual receipted tax bills evidencing payment within ninety (90) days from their initial due date. 3. INSTALLMENTS FOR INSURANCE, TAXES AND OTHER CHARGES. Without limiting the effect of Paragraphs 2 or 5 hereof if not being collected under the Permitted Senior Financing, the Mortgagee may require the Mortgagor to pay to the Mortgagee, monthly, an amount equal to one -twelfth (1/12) of the annual premiums for the insurance policies referred to hereinabove and the annual real estate taxes, water and sewer rents, any special assessments, charges or claims and any other item which at any time may be or become a lien upon the Mortgaged Property prior to the lien of this Mortgage; and on demand from time to time the Mortgagor shall pay to the Mortgagee any additional sums necessary to pay the premiums and other items, all as estimated by the Mortgagee. The amounts so paid shall be used in payment thereof if the Mortgagor is not otherwise in default hereunder. No amount so paid shall be deemed to be trust funds but may be commingled with general funds of the Mortgagee, and no interest shall be payable thereon. If, pursuant to any provision of this Mortgage, the whole amount of the unpaid principal debt becomes due and payable, the Mortgagee shall have the right, at its election, to apply any amount so held against the entire indebtedness secured hereby. At the Mortgagee's option, the Mortgagee from time to time may waive, and after any such waiver may reinstate, the provisions of this Paragraph requiring monthly payments. 4. ATTORNEYS' FEES AND COSTS. Subject to Paragraph 11, in the event litigation, arbitration, or mediation, between the Mortgagor and Mortgagee, arises out of the terms of this Mortgage, each party shall be responsible for its own attorney's fees, costs, charges, and expenses through the conclusion of all appellate proceedings, and including any final settlement or judgment. 5. INSURANCE. The Mortgagor shall keep the buildings and improvements now or hereafter erected on the Mortgaged Property continuously insured under a policy or policies Page 3of11 CFN: 20210630471 BOOK 32702 PAGE 918 providing coverage on an "all risk" basis, in a sum not less than full insurable value or replacement cost valuation, including coverage for windstorm, hail, and flood insurance if applicable in a company or companies acceptable to the Mortgagee. Such policy shall also include coverage for Law and Ordinance and Loss of Rents with a maximum policy deductible on windstorm, hail and flood of 5%. In addition, the Mortgagor agrees to continuously maintain Commercial General Liability with limits of $1,000,000 per occurrence, $2,000,000 policy aggregate protecting against bodily injury and property damage arising from claims involving premises and operations, products and completed operations, personal and advertising injury liability, and hired and non owned automobile exposures. In addition, the Mortgagor shall furnish Umbrella Liability coverage with limits of at least $2,000,000 per occurrence, $2,000,000 policy aggregate. The policy or policies of insurance contained herein shall list the Mortgagee as an additional insured on all third party liability policies and loss payee as to property, and be held by and be payable to the Mortgagee. In the event any sum of money becomes payable under such policy or policies, the Mortgagee shall have the option to receive and apply the same on account of the indebtedness secured by this Mortgage or to permit the Mortgagor to receive and use it, or any part thereof, for other purposes, without thereby waiving or impairing any equity lien or right under or by virtue of this Mortgage. In the event the Mortgagor fails to procure and maintain the insurance coverage required hereby, the Mortgagee may procure and pay for such insurance or any part thereof, without waiving or affecting its option to foreclose this Mortgage, or any right thereunder. Each and every such payment made by the Mortgagee shall be secured by this Mortgage; shall be due and payable on demand; and, shall bear interest from the date each such payment is made at the maximum rate permitted by law. Notwithstanding any provision contained herein, Mortgagee will not exercise its option to receive and apply the insurance funds to the indebtedness if there has not been an event of default under the Loan Documents and Mortgagor demonstrates there are sufficient funds to rebuild, repair or restore the improvements on the Mortgaged Property. 6. CARE OF THE MORTGAGED PROPERTY. The Mortgagor shall exercise reasonable care in the maintenance of the Mortgaged Property, and shall not permit, commit or suffer any waste, impairment or deterioration of the Mortgaged Property or any part thereof. In the event the Mortgagor fails to keep the Mortgaged Property in good repair, the Mortgagee may make such repairs as it may deem necessary in its sole discretion for the proper preservation thereof, and the full amount of each such payment shall be due and payable with interest at the maximum rate permitted by law on demand, and shall be secured by the lien of this Mortgage. 7. EXISTING/OTHER MORTGAGES AND OBLIGATIONS. Any default in the payment or terms and conditions of any existing or other mortgage(s), or any modification of, and/or acceptance of future advances from, any existing or other mortgage(s), other than in connection with the Permitted Senior Financing, without the notice and prior written approval of the City shall constitute a default hereunder and the Mortgagee, at its option, may declare all sums due and payable and accelerate the entire indebtedness. The Mortgagee may, at its option, and without waiving its right to accelerate the indebtedness hereby secured and to foreclose the same, pay either before or after delinquency any or all of those certain obligations required by the terms hereof to be paid by the Mortgagor for the protection of the Mortgage security or for the collection of the indebtedness hereby secured. All sums so advanced or paid by Mortgagee shall be charged into the mortgage account, and every payment so made shall bear interest from the date thereof at the delinquent rate specified in said Mortgage Note, and become an integral part thereof, subject in all respects to the terms, conditions Page 4 of 11 CFN: 20210630471 BOOK 32702 PAGE 919 and covenants of the aforesaid Promissory Note, and this Mortgage, as fully and to the same extent as though a part of the original indebtedness evidenced by said Note and secured by this Mortgage, excepting however, that said sums shall be repaid to the Mortgagee within fifteen (15) days after demand by the Mortgagee to the Mortgagor for said payment. 8. INSPECTION. The Mortgagee, and any persons authorized by the Mortgagee, shall have the right at any time, upon reasonable notice to the Mortgagor, to enter the Mortgaged Property at a reasonable hour to inspect and photograph its condition and state of repair. 9. ACCELERATION OF MATURITY. That (a) in the event of any breach of this Mortgage, or default on the part of the Mortgagor which continues beyond any applicable cure period as set forth in the Loan Agreement; or (b) in the event any of said sums of money herein referred to be not promptly and fully paid within fifteen (15) days next after the same severally become due and payable, without demand or notice; or (c) in the event each and every stipulation, agreement, condition and covenants of the Agreement, the Note, this Mortgage, or any of the Loan Documents, are not duly, promptly and fully performed, discharged, executed, effected, completed, complied with and abided by, subject to any applicable notice and cure period as may be provided in the Agreement; or (d) in the event the Mortgagor shall fail, within five (5) days written notice by the Mortgagee to execute a Mortgagor's certificate in favor of any assignee or prospective assignee of the Mortgagee's interest hereunder which certificate shall contain such acknowledgments, affirmations, and covenants as may be reasonably required to enable the Mortgagee to assign their interest hereunder; or (e) upon the rendering by any court of last resort of a decision that an undertaking by the Mortgagor as herein provided to pay taxes, assessments, levies liabilities, obligations and encumbrances is legally inoperative or cannot be enforced; or (f) in the event of the passage of any law changing in any way or respect the laws now in force for the taxation of mortgages or debts secured thereby, or the manner of collection of any such taxes, so as to affect this Mortgage or the debt secured hereby; or (g) in the event there exists an event of default under and pursuant to the terms of any other obligation of any kind or nature whatsoever of the Mortgagor to the Mortgagee, direct or contingent, whether now existing or hereafter due, existing, created or arising, then in either or any such event, the said aggregate sum mentioned in said Note then remaining unpaid, with interest accrued, and all other fees and charges due in connection therewith, and all monies secured hereby shall become due and payable forthwith, or thereafter, at the option of the Mortgagee or successor mortgagee hereof, as fully and completely as if all of the sums of money were originally stipulated to be paid on such day, anything in the Note and/or in this Mortgage to the contrary notwithstanding; and thereupon or thereafter, at the option of the Mortgagee of successor mortgagee hereof, without notice or demand, suit at law or in equity, therefore, or thereafter begun, may be prosecuted as if all money secured hereby had matured prior to its institution. 10. NO ADDITIONAL FINANCING. The Mortgagor hereby covenants and agrees that Mortgagor shall not procure any other financing in connection with the Mortgaged Property without the prior written consent of the Mortgagee other than financings disclosed to the Mortgagee in writing as of the date hereof. The forgoing shall not apply to unsecured loans from partners of the Mortgagor including operating deficit loans and deferred developer fee. 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 Page 5 of 11 CFN: 20210630471 BOOK 32702 PAGE 920 expense of any litigation, including court costs and reasonable attorneys' fees incurred in any trial, appellate, and bankruptcy proceedings, to prosecute or defend the rights and liens created by this Mortgage shall be paid by the Mortgagor, together with interest thereon at the maximum rate permitted by law from the date thereof, and any such sum and interest thereon shall be a claim upon the Mortgaged Property, attaching or accruing subsequent to the lien of this Mortgage, and shall be secured by the lien of this Mortgage. 12. CONDEMNATION. In the event the Mortgaged Property or any part thereof shall be condemned under the power of eminent domain, the Mortgagee shall have the right to demand that all damages awarded for such taking be paid to the Mortgagee and shall be entitled to receive same, up to the aggregate amount then remaining unpaid on the Note and this Mortgage, and any such sums shall be applied to the payments last payable thereof. 13. SUBROGATION. To the extent of the indebtedness of the Mortgagor to the Mortgagee as described in the Note, the Mortgagee shall be subrogated to the lien and the rights of the owners and holders of each and every mortgage, lien or other encumbrance on the Mortgaged Property which is paid or satisfied, in whole or in part, out of the proceeds of the Note. The respective liens of such mortgages, liens or other encumbrances shall be and are hereby security for the Note, as if they had been regularly assigned, transferred, and delivered unto the Mortgagee, notwithstanding the fact that the same may be set aside and canceled of record. It is the intention of the parties hereto that the prior mortgages, liens or other encumbrances will be satisfied and canceled of record by the holders thereof at or about the time of the recording of this Mortgage. 14. APPOINTMENT OF RECEIVER. At any time while a suit is pending to foreclose or to reform this Mortgage or to enforce any claims arising hereunder, the Mortgagee may apply to a court of appropriate jurisdiction for the appointment of a receiver, and such court shall forthwith appoint a receiver of the Mortgaged Property, including all and singular the income, profits, rents, issues and revenues from whatever source derived. The receiver shall have all the broad and effective functions and powers in anywise entrusted by a court to a receiver, and such appointment shall be made by such court as an admitted equity and as a matter of absolute right to the Mortgagee without reference to the adequacy or inadequacy of the value of the Mortgaged Property, or to the solvency or insolvency of the Mortgagor or the Defendants. All income, profits, rents, issues and revenues collected by the receiver shall be applied by such receiver according to the lien of this Mortgage, and the practice of such court. 15. NO TRANSFER OF MORTGAGED PROPERTY. It is expressly agreed that should the Mortgagor convey title to the Mortgaged Property, except as may be set forth in the Loan Agreement, or any legal or equitable interest therein, to any person, firm or corporation or shall permit or create any further encumbrances upon the Mortgaged Property without the prior written approval of the Mortgagee to such conveyance or encumbrance, all sums outstanding under the Note and secured by this Mortgage shall become immediately due and payable, at the option of the Mortgagee. 16. LEASES AFFECTING MORTGAGED PROPERTY. The Mortgagor shall comply with and observe its obligations as landlord under all leases affecting the Mortgaged Property or any part thereof. Upon request, the Mortgagor shall furnish promptly to the Mortgagee executed copies of all such leases now existing or hereafter created. The Mortgagor shall not accept payment of rent more than one (2) month in advance without the prior written consent of the Mortgagee. Nothing contained in this Section or elsewhere in this Mortgage shall be construed to Page 6of11 CFN: 20210630471 BOOK 32702 PAGE 921 make the Mortgagee a mortgagee in possession unless and until the Mortgagee actually takes possession of the Mortgaged Property either in person or through an agent or receiver. To the extent not provided by applicable law, each lease of the Mortgaged Property, shall provide that, in the event of the enforcement by the Mortgagee of the remedies provided for by law or by this Mortgage, the lessee thereunder will, if requested by the Mortgagee or by any person succeeding to the interest of the Mortgagee as the result of said enforcement, automatically become the lessee of any such successor in interest, without any change in the terms or other provisions of the respective lease; provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (2) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease not in excess of an amount equal to one (1) month's rental, or (ii) any amendment or modification in the lease made without the consent of the Mortgagee or any successor in interest. Each lease shall also provide that, upon request by said successor in interest, the lessee shall execute and deliver an instrument or instruments confirming its attornment. 17. ASSIGNMENT OF RENTS, ISSUES AND PROFITS. The Mortgagor does hereby bargain, sell, transfer, assign, convey, set over and deliver unto the Mortgagee, as security for the payment and performance of all the terms and conditions of the Note and this Mortgage, and any and all amendments, extensions and renewals thereof, all Leases affecting the Mortgaged Property or any part thereof now existing or which may be executed at any time in the future during the life of this Mortgage, and all amendments, extensions and renewals of said leases and any of them, and all rents and other income which may now or hereafter be or become due or owing under the Leases, and any of them, on account of the use of the Mortgaged Property, it being intended hereby to establish a complete transfer of the leases hereby assigned and all the rents and other income arising thereunder and on account of the use of the Mortgaged Property unto the Mortgagee, with the right, but without the obligation, to collect all of said rents and other income which may become due during the life of the Note and this Mortgage. The Mortgagor agrees to deposit with the Mortgagee upon demand such leases as may from time to time be designated by the Mortgagee. Although it is the intention of the parties that this shall be a "present assignment, it is expressly understood and agreed, anything herein contained to the contrary notwithstanding, that the Mortgagee shall not exercise any of the rights or powers herein conferred upon it until a default shall occur under the terms and provisions of the Note and this Mortgage, but upon the occurrence of any default the Mortgagee shall be entitled, upon notice to the tenants, to all rents and other amounts then due under the leases and thereafter accruing, and this Mortgage shall constitute a direction to and full authority to the tenants, lessees or other occupants of the premises (hereinafter collectively referred to as the "Tenants") to pay all said amounts to the Mortgagee without proof of the default relied upon. The Tenants are hereby irrevocably authorized to rely upon and comply with any notice or demand by the Mortgagee for the payment to the Mortgagee of any rental or other sums which may be or thereafter become due under the leases, or for the performance of any of the Tenants undertakings under the leases and shall have no right or duty to inquire as to whether any default under this Mortgage has actually occurred or is then existing. 18. MORTGAGE CONSTITUTES SECURITY AGREEMENT. This Mortgage also constitutes a security agreement as defined under the Uniform Commercial Code. The Mortgagor hereby grants to the Mortgagee a security interest in and to all furniture, furnishings, equipment, machinery, and personal property of every nature whatsoever now owned or hereafter acquired by the Mortgagor located upon the Mortgaged Property together with all proceeds therefrom and as further described in an .exhibit to the Security Agreement of even date herewith, if any. The Page 7of11 CFN: 20210630471 BOOK 32702 PAGE 922 Mortgagor shall execute any and all documents as the Mortgagee may request, including, without limitation, financing statements pursuant to the Uniform Commercial Code as adopted by the State of Florida, to preserve and maintain the priority of the lien created hereby on property which may be deemed personal property or fixtures. The Mortgagor hereby authorizes and empowers the Mortgagee to execute and file on behalf of the Mortgagor all financing statements and refiling and continuations thereof as the Mortgagee deems necessary or advisable to create, preserve or protect said lien. The Mortgagor and Mortgagee expressly agree that the filing of a financing statement shall never be construed as in anywise derogating from or impairing the express declaration and intention of the parties hereto that all such personality located on or utilized in connection with the real property encumbered by this Mortgage shall at all times and for all purposes, in all proceedings both legal and equitable, be deemed a part of the real property encumbered by this Mortgage. 19. CARE OF PROPERTY. (a) The Mortgagor shall preserve and maintain the Mortgaged Property in good condition and repair. Except for: (i) repairs or replacements for ordinary wear and tear or in the ordinary course of management of the Mortgaged Property; (ii) tenant or similar improvements and upgrades; and (iii) repairs, replacements, or other restorations in the event of a casualty or condemnation that are performed in accordance with the Loan Agreement, the Mortgagor shall not remove, demolish, alter or change the use of any building, structure or other improvement presently or hereafter on the Land constituting any part of the Mortgaged Property without the prior written consent of the Mortgagee. The Mortgagor shall not permit, commit or suffer any waste, impairment or deterioration of the Mortgaged Property or of any part thereof, and will not take any action which will increase the risk of fire or other hazard to the Mortgaged Property or to any part thereof. (b) Except as otherwise provided in this Mortgage, no fixture, personal property or other part of the Mortgaged Property shall be removed, demolished or altered, without the prior written consent of the Mortgagee. The Mortgagor may sell or otherwise dispose of, free from the lien of this Mortgage, furniture, furnishings, equipment, tools, appliances, machinery, fixtures or appurtenances, subject to the lien hereof, which may become worn out, undesirable or obsolete, only if they are replaced immediately with similar items of at least equal value which shall, without further action, become subject to the lien of this Mortgage. 20. MORTGAGE SECURES INDEBTEDNESS. It is expressly agreed and understood that this Mortgage secures the indebtedness and the obligation of the Mortgagor to the Mortgagee with respect to the Note, as the same is evidenced by the Note, and all renewals, extensions and modifications thereof. This Mortgage shall not be deemed released, discharged or satisfied until the entire indebtedness evidenced by the Note is paid in full. 21. MORTGAGEE'S REMEDIES CUMULATIVE. The Mortgagor agrees that all rights of the Mortgagee hereunder shall be separate, distinct, and cumulative, and that none shall be in exclusion of the other, and that no act of the Mortgagee shall be construed as an election to proceed under any provision of covenant herein to the exclusion of any other, notwithstanding anything herein to the contrary. 22. FUTURE ADVANCES. Pursuant to the laws of the State of Florida, this Mortgage shall secure not only the existing indebtedness evidenced by the Note, but also such future advances as may be made by the Mortgagee to the Mortgagor in accordance with the Note, this Mortgage, or Page 8 of 11 CFN: 20210630471 BOOK 32702 PAGE 923 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. The Mortgagor hereby protects, indemnifies, defends, and saves harmless the Mortgagee, its officers, directors, agents and employees, from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including without limitation, reasonable attorneys' fees and expenses) imposed upon, incurred by or asserted against the Mortgagee or any of such persons by reason of (a) ownership of any interest in the Mortgaged Property or any part thereof, (b) any accident, injury to or death of persons or loss of or damage to property occurring on or about the Mortgaged Property or any part thereof or the adjoining sidewalks, curbs, vaults and vault space, if any, streets or ways, (c) any use, disuse or condition of the Mortgaged Property or any part thereof, or the, adjoining sidewalks, curbs, vaults and vault space, if any, or any streets or ways, (d) any failure on the part of the Mortgagor to perform or comply with any of the terms hereof or of any of the Loan documents executed in connection herewith, or any inaccuracy in any representation or warranty made by the Mortgagor herein or in any of the Loan Documents executed in connection herewith, (e) any necessity to defend any of the right, title or interest conveyed by this Mortgage, (f) the performance of any labor or services or the furnishing of any materials or other property in respect of the Mortgaged Property or any part thereof, (g) any subsidence or erosion of any part of the surface of the Mortgaged Property, including any shoreline or any bank of any river, stream, creek, lake, ocean or other water source, or (h) the location or existence of asbestos or any toxic or hazardous waste, chemicals, materials or substance on, at, in or under the Mortgaged Property or any part thereof. If any action, suit or proceeding is brought against the Mortgagee, or any of its officers, directors, agents or employees, for any such reason, the Mortgagor, upon the request of such party, will, at the Mortgagor's expense, cause such action, suit or proceeding to be resisted and defended by counsel satisfactory to the Mortgagee or such person. Any amounts payable to an indemnified party under this Section which are not paid within ten (10) days after written demand therefor shall bear interest at the default rate of interest provided in the Note from the date of such demand, and such amounts, together with such interest, shall be indebtedness secured by this Mortgage. The obligations of the Mortgagor under this Section shall survive any defeasance of the Mortgage. 24. HAZARDOUS MATERIALS. The Mortgagor agrees that it will not use, generate, store or dispose of Hazardous Materials on the Mortgaged Property other than in strict compliance with all applicable federal, state, and local laws. For purposes hereof, "hazardous materials" include (but are not limited to) materials defined as "hazardous waste" under the Federal Resource Conservation and Recovery Act and similar state laws, or as "hazardous substances" under the Federal Comprehensive Environmental Response, Compensation and Liability Act and similar state laws. Hazardous materials include (but are not limited to) solid, semi -solid, liquid or gaseous substances that are toxic, ignitable, corrosive, carcinogenic or otherwise dangerous to human, plant or animal health and well being. Examples of hazardous waste include paints, solvents, chemicals, petroleum products, batteries, transformers, and other discarded man-made materials with Page 9 of 11 CFN: 20210630471 BOOK 32702 PAGE 924 hazardous characteristics. The Mortgagee shall have all remedies at law and equity for failure of the Mortgagor to carry out the foregoing obligation, including but not limited to specific performance, damages, reasonable attorneys' fees and court costs. This provision shall survive payment of the Note and termination of this Mortgage. 25. REPRESENTATIONS AND WARRANTIES. In order to induce the Mortgagee to make the Loan evidenced by the Note, the Mortgagor represents and warrants that: (a) there are no actions, suits or proceedings pending or threatened against or affecting the Mortgagor or any portion of the Mortgaged Property, or involving the validity or enforceability of this Mortgage or the priority of its lien, before any court of law or equity or any tribunal, administrative board or governmental authority, and the Mortgagor is not in default under any other indebtedness or with respect to any order, writ, injunction, decree, judgment or demand of any court or any governmental authority; (b) the execution and delivery of the Note, this Mortgage and all other Loan Documents do not and shall not (i) violate any provisions of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to. the Mortgagor or any other person executing the Note, this Mortgage or other Loan Documents, nor (ii) result in a breach of, or constitute a default under, any indenture, bond, mortgage, lease, instrument, credit agreement, undertaking, contract or other agreement to which the Mortgagor or such other person is a party or by which either or both of them or their respective properties may be bound or affected; (c) the Note, this Mortgage and all other Loan Documents constitute valid and binding obligations of the Mortgagor and any other person executing the same, enforceable against the Mortgagor and such other person(s) in accordance with their respective terms; (d) there is no fact that the Mortgagor and any guarantor(s) of the Loan have not disclosed to the Mortgagee in writing that could materially adversely affect their respective properties, business or financial conditions or the Mortgaged Property or any other collateral for the Loan; (e) the Mortgagor and any guarantor(s) of the Loan have duly obtained all permits, licenses, approvals and consents from, and made all filings with, any governmental authority (and the same have not lapsed nor been rescinded or revoked) which are necessary in connection with the execution and delivery of this Mortgage and any other Loan Document, the making of the Loan, the performance of their respective obligations under any Loan Document, or the enforcement of any Loan Document; and that all such representations and warranties shall survive the closing of the Loan and any bankruptcy proceedings. 26. SEVERABILITY OF INVALID PROVISIONS. In the event any provision of the Note and or this Mortgage should be held unconstitutional, illegal or unenforceable for any reason, such provision shall not affect, alter, or otherwise impair any other provision of the Note and or this Mortgage. 27. NO WAIVER. It is expressly agreed and understood that a waiver by the Mortgagee of any right or rights conferred to it hereunder with regard to any one transaction or occurrence shall not be deemed a waiver of such right or rights to any subsequent transaction or occurrence. It is further agreed that any forbearance or delay by the Mortgagee in the enforcement of any right or remedy hereunder shall not constitute or be deemed a waiver of such right or remedy. 28. GOVERNING LAW AND VENUE. This Mortgage shall be construed and enforced pursuant to the laws of the State of Florida, excluding all principles of choice of laws, conflict of laws and comity. Any action pursuant to a dispute under this Mortgage must be brought in Miami -Dade County and no other venue. All meetings to resolve said dispute, including voluntary arbitration, mediation, or other alternative dispute resolution mechanism, will Page 10 of 11 CFN: 20210630471 BOOK 32702 PAGE 925 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 11 of 11 r CFN: 20210630471 BOOK 32702 PAGE 926 IN WITNESS WHEREOF, the Mortgagor has hereunto set its hand and seal the day and year first above written. WITNESSES: 4 Print Name: Print Name: MORTGAGOR: Block 55 Residential, LP, la limited partnership By: Pacific Southwest Community Development Corporation, a California nonprofit public benefit s ii_ corporation, its general partner MORTGAGOR'S ADDRESS: 2901 FLORIDA AVENUE COCONUT GROVE, FL 33133 By: � GL�6i Print Name: Robert W. Lain Title: President/Executive Director Date: 8/2/2021 CFN: 20210630471 BOOK 32702 PAGE 927 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of '?- j ,b i ) On A`V6- >'. )0)- / before me, - M I L-t->•=ie._` N OT/k/-V PL u (insert name and title of the officer) t� personally appeared C` � r \)Q • L-1 ) A' 6- who proved to me on the basis of satisfactory evidence to be the personfrl whose name,(,) is ar,,e subscribed to the within instrument and acknowledged to me that bslshe/They executed the same in his/her/their authorized capacity(ies'), and that by his/him/their signature(p'j on the instrument the person(4, or the entity upon behalf of which the person0) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and o Signature Seal) AA "A A AA A A GREGG MILLER Notary Public - California San Diego County Commission N 2345570 My Comm. Expires Feb 7, 2025 CFN: 20210630471 BOOK 32702 PAGE 928 Exhibit A Legal Description of Real Property THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF MIAMI-DADE, STATE OF FLORIDA, AND DESCRIBED AS FOLLOWS: LOTS 1 THROUGH 20, INCLUSIVE, OF BLOCK 55 NORTH, MAP OF MIAMI, DADE CO. FLA., ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK B, PAGE 41, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; LESS AND EXCEPT THE EAST 7.5 FEET OF LOT 20; AND FURTHER LESS AND EXCEPT THAT PORTION OF LOT 10 TAKEN BY THE STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION BY ORDER OF TAKING RECORDED IN OFFICIAL RECORDS BOOK 5349, PAGE 129, OF THE PUBLIC RECORDS OF MIAMI- DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN ON THE WEST LINE OF SAID LOT 10 AT A POINT 14.51 FEET SOUTH 02°16'16" EAST FROM THE NORTHWEST CORNER THEREOF, SAID POINT BEING THE BEGINNING OF A CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 14.5 FEET, THENCE FROM A TANGENT BEARING OF NORTH 02°16'16" WEST RUN NORTHWESTERLY, NORTHERLY AND NORTHEASTERLY 22.79 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90°02'57" TO THE NORTH LINE OF SAID LOT 10, THENCE WESTERLY 14.51 FEET ALONG SAID NORTH LINE TO THE NORTHWEST CORNER OF SAID LOT 10, THENCE SOUTH 02°16'16" EAST 14.51 FEET ALONG THE WEST LINE OF SAID LOT 10 TO THE POINT OF BEGINNING. LESS AND EXCEPT: THOSE PORTIONS OF LOT 1 AND LOTS 10THROUGH 20, OF BLOCK 55N, MAP OF MIAMI, DADE CO. FLA., ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK B, PAGE 41, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; LESS AND EXCEPT THE EAST 7.50 FEET OF SAID LOT 20; AND FURTHER LESS AND EXCEPT THAT PORTION OF SAID LOT 10TAKEN BY THE STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION BY ORDER OF TAKING RECORDED IN OFFICIAL RECORDS BOOK 5349, PAGE 129, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN ON THE WEST LINE OF SAID LOT 10 AT A POINT 14.51 FEET SOUTH 02°16'16" EAST FROM THE NORTHWEST CORNER THEREOF, SAID POINT BEING THE BEGINNING OF A CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 14.5 FEET, THENCE FROM A TANGENT BEARING OF NORTH 02°16'16" WEST RUN NORTHWESTERLY, NORTHERLY AND NORTHEASTERLY 22.79 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90°02'57" TO THE NORTH LINE OF SAID LOT 10, THENCE WESTERLY 14.51 FEET ALONG SAID NORTH LINE TO THE NORTHWEST CORNER OF SAID LOT 10, THENCE SOUTH 02°16'16" EAST 14.51 FEET ALONG THE WEST LINE OF SAID LOT 10 TO THE POINT OF BEGINNING. SAID RIGHT-OF-WAY DEDICATION PARCEL LYING IN SAID BLOCK 55N AND BEING DESCRIBED AS FOLLOWS: THE EAST 12,50 FEET OF SAID LOT 1. AND THE WEST 10.00 FEET OF SAID LOT 10. AND THE WEST 10.00 FEET AND THE SOUTH 10.00 FEET OF SAID LOT 11 AND THE EXTERNAL AREA OF A CIRCULAR CURVE, LYING WITHIN SAID LOT 11, SAID CIRCULAR CURVE FORMED BY A 25.00 FOOT RADIUS, CONCAVE TO THE NORTHEAST, AND TANGENT TO A LINE 10.00 FEET EAST OF AND PARALLEL WITH THE WEST LINE OF SAID LOT 11 AND TANGENT TO A LINE 10.00 FEET NORTH OF AND PARALLEL WITH THE SOUTH LINE OF SAID LOT 11. AND THE SOUTH 10.00 FEET OF SAID LOTS 12 THROUGH 19, INCLUSIVE. AND THE SOUTH 10.00 FEET AND THE WEST 5.00 FEET OF THE EAST 12.50 FEET OF SAID LOT 20 AND THE EXTERNAL AREA OF A CIRCULAR CURVE, LYING WITHIN SAID LOT 20, SAID CIRCULAR CURVE FORMED BY A 25.00 FOOT RADIUS, CONCAVE TO THE NORTHWEST, AND TANGENT TO A LINE 12.50 FEET WEST OF AND PARALLEL WITH THE EAST LINE OF SAID LOT 20 AND TANGENT TO A LINE 10.00 FEET NORTH OF AND PARALLEL WITH THE SOUTH LINE OF SAID LOT 20. CFN: 20210630471 BOOK 32702 PAGE 929 EXHIBIT B Permitted Encumbrances on the Mortgaged Property All permitted encumbrances on the Property are described in Title Insurance Commitment No. 1062-5174108 issued by First American Title Insurance Company, effective as of July 22, 2021 at 8:00 a.m. CFN: 20210630471 BOOK 32702 PAGE 930 PROMISSORY NOTE (MIAMI FOREVER BOND FUNDS) FOR BLOCK 55 RESIDENTIAL, LP Miami, Florida $7,500,000.00 August 12, 2021 FOR VALUE RECEIVED the undersigned, BLOCK 55 RESIDENTIAL, LP, a Florida limited partnership (hereinafter referred to as the "Maker") at 2901 Florida Avenue, Coconut Grove, FL 33133, promises to pay to the order of the CITY OF MIAMI, a Florida municipal corporation (hereinafter referred to as the "Lender"), at 444 S.W. tad Avenue, Miami, Florida 33130, or such other location or address as the Lender may direct from time to time, the principal sum of Seven Million Five Hundred Thousand and 00/100 Dollars ($7,500,000.00), together with interest thereon on funds outstanding as indicated on Attachment 1 hereto. This Promissory Note evidences a Loan from the Lender to the Maker for construction costs for the real estate development known as Sawyer's Walk, a rental Project, as described more fully in that certain Miami Forever Bond ("Bond") Loan Agreement between the Maker and the Lender of even date herewith (the "Loan Agreement"). All capitalized terms not defined herein shall have the meanings provided in the Loan Agreement and the Exhibits thereto. This Promissory Note is secured by that certain amended Mortgage and Security Agreement (the "Mortgage") and the other Loan Documents of even date herewith executed in favor of the Lender, relating to real property located at 249 NW 6 Street Miami, Florida 33136 (the "Property"). All sums advanced hereunder together with accrued interest thereon and all other sums due hereunder shall become immediately due and payable, without notice or demand, upon the occurrence of any one or more of the following Events of Default, subject to any applicable cure period as provided in the Loan Documents: (a) the Maker's failure to promptly pay in full any payment of principal or interest due under this Promissory Note; (b) the Maker's failure to pay any insurance premium when due; (c) the .dissolution, termination of existence, insolvency of, business failure, appointment of a receiver for any part of the property or assignment for the benefit of creditors by, or the commencement of any proceedings under any bankruptcy or insolvency laws, by or against any maker or guarantor hereof which shall continue beyond any applicable cure period set forth in the Loan Agreement; (d) any uncured breach, following the giving of notice of breach and the expiration of any applicable cure period(s), by the Maker of any of the terms, covenants or conditions set forth in the Loan Agreement, the Mortgage, the Declaration of Restrictive Covenants, or any of the other Loan Documents executed in connection therewith, or any other instrument, document or agreement which secures, collateralizes or otherwise pertains to the Loan evidenced by this Promissory Note; or (e) upon the occurrence of an Event of Default, and the expiration of any applicable cure periods, as provided in the Loan Agreement. Upon the occurrence of any of the foregoing events, and in addition to any other remedies provided in the Loan Agreement, the amount of the Bond Funds disbursed, together with interest accrued thereon at the rate provided herein, and all unpaid fees, charges and other obligations of the Maker due under any of the Loan Documents, shall, at Lender's option, be immediately due and payable. Any property of any maker or guarantor hereof now or hereafter in the possession of the Lender, may at all times be held and treated as collateral and security for the payment of this Promissory Note and all other indebtedness or liability, direct or indirect, joint or several, absolute or contingent, now existing or hereafter created, acquired or contracted, of the Maker to the Lender. Page 1 of 3 CFN: 20210630471 BOOK 32702 PAGE 931 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 teams and conditions of this Promissory Note or any instrument which secures or collateralizes the payment of the sums hereunder is not duly performed, complied with, or abided by, subject to applicable notice and cure period(s) set forth in the Loan Agreement, the whole of said indebtedness then outstanding shall thereupon, at the option of the Lender, become immediately due and payable, as provided in the Loan Agreement. If this Promissory Note becomes in default and is placed in the hands of an attorney for collection, then Maker and Lender shall each bear its own respective costs, expenses, and attomey's fees. The indebtedness evidenced by this Promissory Note is and shall be subordinate in right of payment to the extent and in the manner provided in Subordination Agreement among the Housing Finance Authority of Miami -Dade County, Florida, the Bank of New York Mellon Trust Company, N.A., the City of Miami Florida and Maker (collectively, the "Subordination Agreement"), all recorded in the Public Records of Miami -Dade County. The Mortgage and other documents securing this Promissory Note are and shall be subject and subordinate in all respects to the liens, terms, covenants and conditions as more fully set forth in the Subordination Agreements, if any, and Permitted Senior Financing, as defined in the Loan Agreement. The rights and remedies of the lender and each subsequent holder of this Promissory Note under the Mortgage securing this Promissory Note are subject to the restrictions and limitations set forth in the Subordination Agreement and the Loan Agreement. Each subsequent holder of this Promissory Note shall be deemed, by virtue of such holder's acquisition of this Promissory Note, to have agreed to perform and observe all of the terms, covenants and conditions to be performed or observed by the Subordinate Lender under the Subordination Agreement. The Maker and all persons now or hereafter becoming obligated or liable for the payment hereof, do jointly and severally waive demand, notice of non-payment, protest, notice of dishonor and presentment. The Maker does not intend or expect to pay, nor does the Lender intend or expect to charge, collect or accept, any interest greater than the highest legal rate of interest which may be charged under any applicable law. Should the acceleration hereof or any charges made hereunder result in the computation or earning of interest in excess of such legal rate, any and all such excess shall be and the same is hereby waived by the Lender, and any such excess shall be credited by the Lender to the balance hereof. Each Maker, endorser, or any other person, fum or corporation now or hereafter becoming liable for the payment of the Loan evidenced by this Promissory Note, hereby consents to any renewals, extensions, modifications, releases of security or any indulgence shown to or any dealings between the Lender and any party now or hereafter obligated hereunder, without notice, and jointly and severally agree that they shall remain liable hereunder notwithstanding any such renewals, extensions, modifications or indulgences, until the debt evidenced hereby is fully paid. Page 2 of 3 CFN: 20210630471 BOOK 32702 PAGE 932 The Maker agrees to pay a late charge equal to ten percent (10.0%) of each payment of principal and/or interest which is not paid within five (5) days of the date on which it is due. In the event that any payment is returned on account of insufficient or uncollected funds, the Maker shall additionally be liable for a return check charge of five percent (5.0%) of the amount of the check and Lender may require that all future payments be made by cashier's check. Any payment of principal and/or interest due under this Promissory Note which is not promptly paid on the date such payment becomes due, shall bear interest at the highest rate allowable by law ("Default Rate") commencing on the date immediately following the day upon which the payment was due. Upon the occurrence of any event of default as defined herein or an Event of Default as defined in the Loan Agreement, and the expiration of any applicable cure period(s), all sums outstanding under this Promissory Note shall thereon immediately bear interest at the Default Rate from the date of disbursement, without notice to the Maker or any guarantor or endorser of this Promissory Note, and without any affirmative action or declaration on the part of the Lender. In the event of the sale of Project or the Property in violation of the requirements set forth in the Agreement, all sums outstanding under this Promissory Note shall bear interest at the highest rate allowable by law from the date of disbursement, without notice to the Maker or any guarantor or endorser of this Promissory Note, and without any affirmative action or declaration on the part of the Lender. This Promissory Note shall be construed and enforced according to the laws of the State of Florida, excluding all principles of choice of laws, conflict of laws or comity. Any action pursuant to a dispute under this Promissory Note must be brought in Miami -Dade County and no other venue. All meetings to resolve said dispute, including voluntary arbitration, mediation, or other alternative dispute resolution mechanism, will take place in this venue. The parties both waive any defense that venue in Miami -Dade County is not convenient. This Promissory Note shall not be changed, modified, terminated, or discharged, in whole or in part, except by an instrument in writing signed by both parties hereto, or their respective successors or assignees. Except as provided in the Loan Documents, this Promissory Note is a non -recourse obligation of the Maker and its partners and neither Maker nor its partners have personal liability for repayment of the Loan. THE MAKER OF THIS PROMISSORY NOTE HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS PROMISSORY NOTE OR ANY LOAN DOCUMENT(S) EXECUTED IN CONNECTION HEREWITH, OR THE FINANCING CONTEMPLATED HEREBY, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR THE ACTIONS OF ANY PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER EXTENDING THE LOAN EVIDENCED BY THIS PROMISSORY NOTE. [Signature Page Follows] Page 3 of 3 CFN: 20210630471 BOOK 32702 PAGE 933 IN WITNESS WHEREOF, the Maker has hereunto set its hand and seal the day and year first above written. WITNESSES: Print Name: ;, b'l'\ 1K.L,, Print Name: MAKER'S ADDRESS: 2901 FLORIDA AVENUE COCONUT GROVE, FL 33133 MAKER: Block 55 Residential, LP, a Florida limited partnership By: Pacific Southwest Community M(t,rt^ Development Corporation, a California nonprofit public benefit corporation, its general partne By: Print Name: Robert W aing Title: President/Executive Director Date: CFN: 20210630471 BOOK 32702 PAGE 934 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Am Q l �(� ) U ' before me, (insert name and title of the officer) personally appeared 1=P— c % 1--/ -tAl G who proved to me on the basis of satisfactory evidence to be the person(g whose names) is/ire subscribed to the within instrument and acknowledged t6 me that he/sEEe/ i'tiey executed the same in his/hpr/)heir authorized capacity(ies , and that by his/htattheir signature on the instrument the person,(), or the entity upon behalf of which the person) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature GREGG MILLER Notary Public - California San Diego County Commission if 2345570 My Comm. Expires Feb 7, 2025 CFN: 20210630471 BOOK 32702 PAGE 935 Attachment 1 Sawver's Wallc at 249 NW 6 Street Miami, Florida 33136 Payment of Principal, Interest, and all other charges, expenses, and fees set forth in the Loan Documents shall be deferred and no payments of Principal and Interest shall be due until the end of the Affordability Period (as defined in the Loan Agreement). Interest on Principal outstanding shall accrue as. follows: The Principal of this Promissory Note shall bear zero percent (0%) from the Effective Date until the Close -Out of the Project. Upon the Close -Out of the Project, the loan will bear interest at the rate of three percent (3%) per anniim simple interest only, with the entire principal balance and any accrued and unpaid interest and other charges due at the end of the Affordability Period. If during the Affordability Period any Bond Assisted Unit fails to comply, beyond any applicable cure period, with the affordability requirements of the applicable funding source, the Agreement and/or the other Loan Documents, the Maker shall repay to the Lender all funds received by the Maker pursuant to this Agreement, all unpaid interest accrued thereon, and all unpaid fees, charges and other obligations of the Maker due under any of the Loan Documents. Prepared by, and, after recording return to: Victoria Mendez, Esq. City Attorney City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 Property Address: 249 NW 6 Street Miami, Florida 33136 CFN: 20210630470 BOOK 32702 PAGE 905 DATE:08/25/2021 04:53:22 PM HARVEY RUVIN, CLERK OF COURT, MIA-DADE CTY RENT REGULATORY AGREEMENT FOR SAWYER'S WALK THIS RENT REGULATORY AGREEMENT ("Regulatory Agreement") is entered into this 12th day of August , 2021, between BLOCK 55 RESIDENTIAL, LP, a Florida limited partnership (hereinafter referred to as "Borrower") and the CITY OF MIAMI (hereinafter referred to as the "City"). The execution of this Regulatory Agreement by the Borrower is in connection with the loan of Miami Forever Bond ("Bond") funds, (the "Loan"), secured by certain loan documents to be executed in connection therewith (the "Loan Documents"), for the construction of a total of five hundred seventy eight (578) residential apartment units. All two hundred eighty nine (289) units will be Bond -assisted units (the "Bond -Assisted Units" or "Assisted Units") of that certain project known as Sawyer's Walk (hereinafter referred to as the "Project"). The Project will be a newly constructed, mixed -use, nineteen -story building located at 249 NW 6 Street Miami, Florida 33136 (hereinafter referred to as the "Property"). In accordance with the requirements set forth in (i) that certain Miami Forever Bond Loan Agreement to be executed by the Borrower and the City for the Bond funds (the "Agreement" or "Loan Agreement"), and (ii) the other Loan documents of even date therewith between the Borrower and the City, two hundred eighty nine (289) of the total five hundred seventy eight (578) Project units are considered "Bond -Assisted" and all of the Bond -Assisted Units are subject to the restrictions provided herein. Borrower hereby agrees to the following terms, conditions and covenants until the end of the Affordability Period: (1) Occupancy Requirements. The two hundred eighty nine (289) Bond -Assisted Units shall be occupied only by Very Low Income Households, Low Income Households, and Moderately Low Income Households. Bond -Assisted Units shall be made available to tenants who qualify under the occupancy requirements of Florida Housing Finance Corporation and fit the income requirements. Very Low Income Households, for the purposes of this Regulatory Agreement, shall mean households whose annual incomes that do not exceed forty percent (40%) 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"). Low Income Households, for the purposes of this Regulatory Agreement, shall mean households whose annual incomes that do not exceed eighty percent (80%) of the median income for the area (e.g. Miami -Dade County Florida), as determined by Florida Housing Finance Corporation and adjusted for family size. Moderately Low Income Households, for the purposes of this Regulatory Agreement, shall mean households whose annual incomes that do not exceed seventy percent (70%) 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. Page 1 of 9 CFN: 20210630470 BOOK 32702 PAGE 906 12) Maximum Rent Levels. The rents charged on all of the Bond -Assisted Units shall be subject to the rent limits released annually by Florida Housing Finance Corporation. The Rent maximums for leases signed in Miami, Florida effective as of April 2021 are as follows: No. of Bond - No. of Bedrooms Bond Rent Maximum Assisted Maximum AMI Units 55 Studio 40% $791 140 1 70% $1,356 94 2 80% $1,627 The foregoing maximum rents include tenant paid utilities. Maximum rents will be reduced for the amount of the applicable HUD Utility Allowance for any utilities paid by the tenant. In no event will the monthly rent on a Bond -Assisted Unit exceed thirty percent (30%) of the applicable percentage of area median income set forth in Paragraph 1 above. Rents shall not be adjusted for changes in income or HUD published maximums until lease renewal. (3) Income Re -certification. Tenant income for Bond -Assisted Units shall be certified by the Borrower annually on the anniversary of each tenant's lease and maintained in the tenant file, subject to inspection by the City, in accordance with Paragraph 9 of this Regulatory Agreement. (4) Deposits and Pre -payments. Borrower shall not require, as a condition of occupancy or leasing of any Bond -Assisted Unit, any other consideration or deposit from the tenant, except for the prepayment of one month's rent and plus a security deposit not to exceed one additional month's rent. (5) Prohibited Lease Provisions. The Borrower's leases for Bond -Assisted Units shall not contain any of the following provisions: a. Agreement to be sued. A tenant lease may not contain a provision whereby the tenant agrees to be sued, admits guilt or consents to judgment in favor of the landlord in a lawsuit brought in connection with the lease. b. Agreement regarding treatment of property. A tenant lease may not contain a provision whereby the tenant agrees that the landlord may take, hold or sell personal property of the tenant household without notice and a court decision. This prohibition does not apply to personal property remaining in the Bond -Assisted Unit after the tenant has moved out. Page 2 of 9 CFN: 20210630470 BOOK 32702 PAGE 907 c. Waiver of notice. A tenant lease may not contain a provision whereby the tenant agrees that the landlord may institute a lawsuit without notice to the tenant. d. Waiver of legal proceedings. A tenant lease may not contain a provision whereby the tenant agrees that the landlord may evict the tenant or a household member without instituting a civil court proceeding in which the tenant has the opportunity to present a defense or before a court decision on the rights of the parties. e. Waiver of a jury trial. A tenant lease may not contain a provision whereby the tenant agrees to waive any right to a jury trial. f. Waiver of right to appeal a court decision. A tenant lease may not contain a provision whereby the tenant agrees to waive the tenant's right to appeal or otherwise challenge in court a court decision in connection with the lease. Agreement to pay legal costs, regardless of outcome. A tenant lease may not contain a provision whereby the tenant agrees to pay attorney's fees or other legal costs even if the tenant wins the court proceeding brought by the landlord against the tenant. The tenant, however, may be obligated to pay costs if the tenant loses. h. Excusing owner from responsibility. A tenant lease may not contain a provision whereby the tenant agrees not to hold the landlord or the landlord's agents legally responsible for any action or failure to act, whether intentional or negligent. (6) Annual Reporting. Each year, on the anniversary of the issuance of the certificate of occupancy/certificate of completion for the Project, and at other times at the request of the City, the Borrower shall furnish occupancy reports in a form approved by the City, and shall provide the City with such other information as may be requested by the City relative to income, expenses, assets, liabilities, contracts, operations, and condition of the Project and/or the Bond -Assisted Units. (7) Inspections. The Borrower agrees to submit the Bond -Assisted Units to an annual re -inspection to insure continuing compliance with all applicable housing codes, federal and local housing quality standards and regulatory requirements. The Borrower will be furnished a copy of the results of each inspection within thirty (30) days of completion, and will be given thirty (30) days thereafter to correct any deficiencies or violations. At any time other than an annual inspection, the City may, in its discretion, inspect any Bond -Assisted Unit. The Borrower and the tenant will be provided with the results of the inspection and the time and the method of compliance and corrective action that must be taken. (8) Record -keeping. The Property, including the Bond -Assisted Units, equipment, buildings, plans, offices, apparatus, devices, books, contracts, records, documents, and other papers relating thereto shall at all times be maintained in reasonable condition for proper audit and shall be subject to examination and inspection at any reasonable time by the City. Borrower shall keep copies of all written contracts and other instruments g. Page 3of9 CFN: 20210630470 BOOK 32702 PAGE 908 which affect the Bond -Assisted Units, all or any of which may be subject to inspection and examination by the City. Specifically, the foregoing includes all records, calculations and information necessary to support tenant occupancy eligibility and monthly rental charges in addition to all leases and written notices to tenants with respect to the terms of this Regulatory Agreement, as required by Paragraph 12 of this Regulatory Agreement. (9) Default. Upon the occurrence of a violation of any provision of this Regulatory Agreement, the City shall give written notice thereof to the Borrower, by registered or certified mail, addressed to the Borrower's address as stated in this Regulatory Agreement, or to such other address(es) as may subsequently, upon appropriate written notice thereof to the City, be designated by the Borrower. In the case of a Borrower which is a corporation or partnership, notices may also be sent by the City to the address of the corporation's chief executive officer or to all general partners, as applicable, at the City's discretion. If such violation is not corrected to the City's satisfaction, within thirty (30) days after the date such notice is mailed, or within such further time as the City reasonably determines is necessary to correct the violation, without further notice the City may declare a default under this Regulatory Agreement and under the Agreement and the Loan Documents executed in connection therewith, and may proceed to initiate any or all remedies at law or in equity provided for in the event of a default under such agreements and Loan Documents. All notices under this Regulatory Agreement shall be in writing and addressed as follows: To Borrower: With Copy to: To City: With Copy To: Block 55 Residential, LP 2901 Florida Avenue Coconut Grove, FL 33133 Attn: Michael Swerdlow Lauren M. Hunt Grady Hunt PLLC 2525 Ponce de Leon Suite 300 Coral Gables, FL 33134 City of Miami Department of Housing and Community Development One Flagler Building 14 Northeast 1st Avenue, Second Floor Miami, Florida 33132 Attn: George Mensah, Director Victoria Mendez Office of the City Attorney, City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 Page 4 of 9 CFN: 20210630470 BOOK 32702 PAGE 909 (10) Fines. Upon the occurrence of a violation of any provision of this Regulatory Agreement, and regardless of the nature of the violation, the City will assess a flat monthly fine in the amount of Fifty Dollars and no/cents ($50.00) per Bond -Assisted Unit that is the subject of such violation up to a maximum of Five Thousand Dollars and no/cents ($5,000.00) per month, for each month the violation is not corrected, and pay same over to the City. The remedy for violation provided in this section of this Regulatory Agreement is cumulative with any and all remedies at law or in equity provided in the event of a default under this Regulatory Agreement and/or the Loan Documents. (11) Tenant Notice. Borrower agrees during the term of this Regulatory Agreement, to furnish each tenant of a Bond -Assisted Unit, at the execution or renewal of any lease or upon initial occupancy, if there is no lease, with a written notice in the following form: The rent charged for your apartment and the services included in that rent are subject to a Rent Regulatory Agreement between the landlord and the City of Miami, for the term of the Affordability Period. A copy of the Rent Regulatoiy Agreement will be made available by the landlord to each tenant upon request. If there is no lease for a Bond -Assisted Unit, Borrower shall maintain a file copy of such notice delivered to the tenant, with a signed acknowledgement of receipt by the tenant. All such notices to tenants will be made available for inspection upon request by the City. (12) No Conflict with Loan Documents. The provisions of this Regulatory Agreement are in addition to, and do not amend, alter, modify, or supersede in any respect, the provisions of the mortgage and/or any of the other Loan Documents executed in connection with the Loan. (13) Partial Invalidity. The invalidity of any paragraph or provision of this Regulatory Agreement shall not affect the validity of the remaining paragraphs and provisions hereof. (14) Term. This Regulatory Agreement shall be effective until the Expiration of the Affordability Period. On the Expiration of such period, this Regulatory Agreement shall immediately lapse and be of no further force and effect without the necessity of any other written document or instrument. Notwithstanding the foregoing, upon such Expiration, the Borrower shall be permitted to prepare and record an instrument evidencing the expiration of and other termination of this Regulatory Agreement in the Public Records of Miami -Dade County, Florida. • (15) Definitions. All capitalized terms used herein and not otherwise defined shall have the meanings provided in the Loan Documents. (16) Exclusion of Commercial Spaces. Notwithstanding anything to the contrary in this Regulatory Agreement or in the Agreement, it is expressly understood and agreed that the Regulation and all other terms, conditions, restrictions, and requirements of this Regulatory Agreement shall exclude, and shall not apply to, or otherwise restrict or Page 5 of 9 CFN: 20210630470 BOOK 32702 PAGE 910 affect, the operation, maintenance, leasing, improvement, base rent and other additional rent determination and collection, and all other aspects of the Borrower's management, leasing, and ownership of all or any portion of the commercial and retail spaces located in the Project, if applicable. (17) Severability. Invalidation of one of the provisions of this Regulatory Agreement by judgment of Court shall not affect any of the other provisions of the Regulatory Agreement, which shall remain in full "force and effect. (18) Recordation. This Regulatory Agreement shall be filed of record among the Public Records of Miami -Dade County, Florida, at the sole cost and expense of the Owner. (19) Governing Law and Venue. This Regulatory Agreement shall be construed and enforced pursuant to the laws of the State of Florida, excluding all principles of choice of laws, conflict of laws and comity. Any action pursuant to a dispute under this Regulatory Agreement must be brought in Miami -Dade County and no other venue. All meetings to resolve said dispute, including voluntary arbitration, mediation, or other alternative dispute resolution mechanism, will take place in this venue. The parties both waive any defense that venue in Miami -Dade County is not convenient. (20) Counterparts. This 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. (21) Attorney's Fees. In the event litigation, arbitration, or mediation, between the parties hereto, arises out of the terms of this Regulatory Agreement, each party shall be responsible for its own attorney's fees, costs, charges, and expenses through the conclusion of all appellate proceedings, and including any final settlement or judgment. [Signature Page Follows] Page 6 of 9 "v CFN: 20210630470 BOOK 32702 PAGE 911 THIS REGULATORY AGREEMENT has been executed and delivered as of the day and year first above written. WITNESSES: Print Name: % V,cr► „° `A.." Print Name: PROJECT SPONSOR'S ADDRESS: 2901 FLORIDA AVENUE COCONUT GROVE, FL 33133 PROJECT SPONSOR: Block 55 Residential, LP, a Florida limited partnership By: Pacific Southwest Community Development Corporation, a California nonprofit public benefit corporation, its general partner By: Print Name: Robert W. La' Title: President/Executive Date: g irector 3 CFN: 20210630470 BOOK 32702 PAGE 912 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of Californip. County of /.RAJ On /&U6- ? , Do) ( before me, 61-4-, r (insert name and title of the officer) personally appeared who proved to me on the basis of satisfactory evidence to be the person( whose name(y) Ware subscribed to the within instrument and acknowledged, to me that he skp/they executed the same in his/hereir authorized capacity(ieg), and that by bl_sltverittieir signatureg on the instrument the persons' or the entity upon behalf of which the person(g acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and 9il seal. Signature (Seal) GREGG MILLER Notary Public - California San Diego County Commission # 2345570 My Comm. Expires Feb 7, 2025 CFN: 20210630470 BOOK 32702 PAGE 913 THIS REGULATORY AGREEMENT has been executed and delivered as of the day and year first above written. ATTEST: Todd B. Hann City Clerk Date: Bl I \ (aoa APPROVED AND CO Vi rtoria Me . City Atto j= FORM ESS: CITY: CITY OF MIAMI, a municipal corporation of the State of Florid By: Arthur Noi7 V City Manager Page 8 of 9 CFN: 20210630470 BOOK 32702 PAGE 914 Exhibit A Legal Description of Real Property THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF MIAMI-DADE, STATE OF FLORIDA, AND DESCRIBED AS FOLLOWS: LOTS 1 THROUGH 20, INCLUSIVE, OF BLOCK 55 NORTH, MAP OF MIAMI, DADE CO. FLA., ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK B, PAGE 41, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; LESS AND EXCEPT THE EAST 7.5 FEET OF LOT 20; AND FURTHER LESS AND EXCEPT THAT PORTION OF LOT 10 TAKEN BY THE STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION BY ORDER OF TAKING RECORDED IN OFFICIAL RECORDS BOOK 5349, PAGE 129, OF THE PUBLIC RECORDS OF MIAMI- DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN ON THE WEST LINE OF SAID LOT 10 AT A POINT 14.51 FEET SOUTH 02°16'16" EAST FROM THE NORTHWEST CORNER THEREOF, SAID POINT BEING THE BEGINNING OF A CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 14.5 FEET, THENCE FROM A TANGENT BEARING OF NORTH 02°16'16" WEST RUN NORTHWESTERLY, NORTHERLY AND NORTHEASTERLY 22.79 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90°02'57" TO THE NORTH LINE OF SAID LOT 10, THENCE WESTERLY 14.51 FEET ALONG SAID NORTH LINE TO THE NORTHWEST CORNER OF SAID LOT 10, THENCE SOUTH 02°16'16" EAST 14.51 FEET ALONG THE WEST LINE OF SAID LOT 10TOTHE POINT OF BEGINNING. LESS AND EXCEPT: THOSE PORTIONS OF LOT 1 AND LOTS 10 THROUGH 20, OF BLOCK 55N, MAP OF MIAMI, DADE CO. FLA., ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK B, PAGE 41, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; LESS AND EXCEPT THE EAST 7.50 FEET OF SAID LOT 20; AND FURTHER LESS AND EXCEPT THAT PORTION OF SAID LOT 10 TAKEN BY THE STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION BY ORDER OF TAKING RECORDED IN OFFICIAL RECORDS BOOK 5349, PAGE 129, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN ON THE WEST LINE OF SAID LOT 10 AT A POINT 14.51 FEET SOUTH 02°16'16" EAST FROM THE NORTHWEST CORNER THEREOF, SAID POINT BEING THE BEGINNING OF A CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 14.5 FEET, THENCE FROM A TANGENT BEARING OF NORTH 02°16'16" WEST RUN NORTHWESTERLY, NORTHERLY AND NORTHEASTERLY 22.79 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90°02'57" TO THE NORTH LINE OF SAID LOT 10, THENCE WESTERLY 14.51 FEET ALONG SAID NORTH LINE TO THE NORTHWEST CORNER OF SAID LOT 10, THENCE SOUTH 02°16'16" EAST 14.51 FEET ALONG THE WEST LINE OF SAID LOT 10 TO THE POINT OF BEGINNING. SAID RIGHT-OF-WAY DEDICATION PARCEL LYING IN SAID BLOCK 55N AND BEING DESCRIBED AS FOLLOWS: THE EAST 12.50 FEET OF SAID LOT 1. AND THE WEST 10.00 FEET OF SAID LOT 10. AND THE WEST 10.00 FEET AND THE SOUTH 10.00 FEET OF SAID LOT 11 AND THE EXTERNAL AREA OF A CIRCULAR CURVE, LYING WITHIN SAID LOT 11, SAID CIRCULAR CURVE FORMED BY A 25.00 FOOT RADIUS, CONCAVE TO THE NORTHEAST, AND TANGENT TO A LINE 10.00 FEET EAST OF AND PARALLEL WITH THE WEST LINE OF SAID LOT 11 AND TANGENT TO A LINE 10.00 FEET NORTH OF AND PARALLEL WITH THE SOUTH LINE OF SAID LOT 11. AND THE SOUTH 10.00 FEET OF SAID LOTS 12 THROUGH 19, INCLUSIVE. AND THE SOUTH 10.00 FEET AND THE WEST 5.00 FEET OF THE EAST 12.50 FEET OF SAID LOT 20 AND THE EXTERNAL AREA OF A CIRCULAR CURVE, LYING WITHIN SAID LOT 20, SAID CIRCULAR CURVE FORMED BY A 25.00 FOOT RADIUS, CONCAVE TO THE NORTHWEST, AND TANGENT TO A LINE 12.50 FEET WEST OF AND PARALLEL WITH THE EAST LINE OF SAID LOT 20 AND TANGENT TO A LINE 10.00 FEET NORTH OF AND PARALLEL WITH THE SOUTH LINE OF SAID LOT 20. Page 9 of 9 PROMISSORY NOTE (MIAMI FOREVER BOND FUNDS) FOR BLOCK 55 RESIDENTIAL, LP Miami, Florida $7,500,000.00l / , 2021 FOR VALUE RECEIVED the undersigned, BLOCK 55 RESIDENTIAL, LP, a Florida limited partnership (hereinafter referred to as the "Maker") at 2901 Florida Avenue, Coconut Grove, FL 33133, promises to pay to the order of the CITY OF MIAMI, a Florida municipal corporation (hereinafter referred to as the "Lender"), at 444 S.W. 2nd Avenue, Miami, Florida 33130, or such other location or address as the Lender may direct from time to time, the principal sum of Seven Million Five Hundred Thousand and 00/100 Dollars ($7,500,000.00), together with interest thereon on funds outstanding as indicated on Attachment 1 hereto. This Promissory Note evidences a Loan from the Lender to the Maker for construction costs for the real estate development known as Sawyer's Walk, a rental Project, as described more fully in that certain Miami Forever Bond ("Bond") Loan Agreement between the Maker and the Lender of even date herewith (the "Loan Agreement"). All capitalized terms not defined herein shall have the meanings provided in the Loan Agreement and the Exhibits thereto. This Promissory Note is secured by that certain amended Mortgage and Security Agreement (the "Mortgage") and the other Loan Documents of even date herewith executed in favor of the Lender, relating to real property located at 249 NW 6 Street Miami, Florida 33136 (the "Property"). All sums advanced hereunder together with accrued interest thereon and all other sums due hereunder shall become immediately due and payable, without notice or demand, upon the occurrence of any one or more of the following Events of Default, subject to any applicable cure period as provided in the Loan Documents: (a) the Maker's failure to promptly pay in full any payment of principal or interest due under this Promissory Note; (b) the Maker's failure to pay any insurance premium when due; (c) the dissolution, termination of existence, insolvency of, business failure, appointment of a receiver for any part of the property or assignment for the benefit of creditors by, or the commencement of any proceedings under any bankruptcy or insolvency laws, by or against any maker or guarantor hereof which shall continue beyond any applicable cure period set forth in the Loan Agreement; (d) any uncured breach, following the giving of notice of breach and the expiration of any applicable cure period(s), by the Maker of any of the terms, covenants or conditions set forth in the Loan Agreement, the Mortgage, the Declaration of Restrictive Covenants, or any of the other Loan Documents executed in connection therewith, or any other instrument, document or agreement which secures, collateralizes or otherwise pertains to the Loan evidenced by this Promissory Note; or (e) upon the occurrence of an Event of Default, and the expiration of any applicable cure periods, as provided in the Loan Agreement. Upon the occurrence of any of the foregoing events, and in addition to any other remedies provided in the Loan Agreement, the amount of the Bond Funds disbursed, together with interest accrued thereon at the rate provided herein, and all unpaid fees, charges and other obligations of the Maker due under any of the Loan Documents, shall, at Lender's option, be immediately due and payable. Any property of any maker or guarantor hereof now or hereafter in the possession of the Lender, may at all times be held and treated as collateral and security for the payment of this Promissory Note and all other indebtedness or liability, direct or indirect, joint or several, absolute or contingent, now existing or hereafter created, acquired or contracted, of the Maker to the Lender. Page 1 of 3 ,4 The Lender may apply or set-off any funds or other sums against said liabilities at any time in the case of the Maker(s), but only with respect to matured liabilities in the case of guarantors. No delay or omission on the part of the Lender in the exercise of any right hereunder shall operate as a waiver of such right or of any other right under this Promissory Note. A waiver by the Lender of any right or remedy conferred to it hereunder on any one occasion shall not be construed as a bar to, or waiver of, any such right and/or remedy as to any future occasion. The Maker agrees that in the event each and every of the terms and conditions of this Promissory Note or any instrument which secures or collateralizes the payment of the sums hereunder is not duly performed, complied with, or abided by, subject to applicable notice and cure period(s) set forth in the Loan Agreement, the whole of said indebtedness then outstanding shall thereupon, at the option of the Lender, become immediately due and payable, as provided in the Loan Agreement. If this Promissory Note becomes in default and is placed in the hands of an attorney for collection, then Maker and Lender shall each bear its own respective costs, expenses, and attorney's fees. The indebtedness evidenced by this Promissory Note is and shall be subordinate in right of payment to the extent and in the manner provided in Subordination Agreement among the Housing Finance Authority of Miami -Dade County, Florida, the Bank of New York Mellon Trust Company, N.A., the City of Miami Florida and Maker (collectively, the "Subordination Agreement"), all recorded in the Public Records of Miami -Dade County. The Mortgage and other documents securing this Promissory Note are and shall be subject and subordinate in all respects to the liens, terms, covenants and conditions as more fully set forth in the Subordination Agreements, if any, and Permitted Senior Financing, as defined in the Loan Agreement. The rights and remedies of the lender and each subsequent holder of this Promissory Note under the Mortgage securing this Promissory Note are subject to the restrictions and limitations set forth in the Subordination Agreement and the Loan Agreement. Each subsequent holder of this Promissory Note shall be deemed, by virtue of such holder's acquisition of this Promissory Note, to have agreed to perform and observe all of the terms, covenants and conditions to be performed or observed by the Subordinate Lender under the Subordination Agreement. The Maker and all persons now or hereafter becoming obligated or liable for the payment hereof, do jointly and severally waive demand, notice of non-payment, protest, notice of dishonor and presentment. The Maker does not intend or expect to pay, nor does the Lender intend or expect to charge, collect or accept, any interest greater than the highest legal rate of interest which may be charged under any applicable law. Should the acceleration hereof or any charges made hereunder result in the computation or earning of interest in excess of such legal rate, any and all such excess shall be and the same is hereby waived by the Lender, and any such excess shall be credited by the Lender to the balance hereof. Each Maker, endorser, or any other person, firm or corporation now or hereafter becoming liable for the payment of the Loan evidenced by this Promissory Note, hereby consents to any renewals, extensions, modifications, releases of security or any indulgence shown to or any dealings between the Lender and any party now or hereafter obligated hereunder, without notice, and jointly and severally agree that they shall remain liable hereunder notwithstanding any such renewals, extensions, modifications or indulgences, until the debt evidenced hereby is fully paid. Page 2 of 3 d The Maker agrees to pay a late charge equal to ten percent (10.0%) of each payment of principal and/or interest which is not paid within five (5) days of the date on which it is due. In the event that any payment is returned on account of insufficient or uncollected funds, the Maker shall additionally be liable for a return check charge of five percent (5.0%) of the amount of the check and Lender may require that all future payments be made by cashier's check. Any payment of principal and/or interest due under this Promissory Note which is not promptly paid on the date such payment becomes due, shall bear interest at the highest rate allowable by law ("Default Rate") commencing on the date immediately following the day upon which the payment was due. Upon the occurrence of any event of default as defined herein or an Event of Default as defined in the Loan Agreement, and the expiration of any applicable cure period(s), all sums outstanding under this Promissory Note shall thereon immediately bear interest at the Default Rate from the date of disbursement, without notice to the Maker or any guarantor or endorser of this Promissory Note, and without any affirmative action or declaration on the part of the Lender. In the event of the sale of Project or the Property in violation of the requirements set forth in the Agreement, all sums outstanding under this Promissory Note shall bear interest at the highest rate allowable by law from the date of disbursement, without notice to the Maker or any guarantor or endorser of this Promissory Note, and without any affirmative action or declaration on the part of the Lender. This Promissory Note shall be construed and enforced according to the laws of the State of Florida, excluding all principles of choice of laws, conflict of laws or comity. Any action pursuant to a dispute under this Promissory Note must be brought in Miami -Dade County and no other venue. All meetings to resolve said dispute, including voluntary arbitration, mediation, or other alternative dispute resolution mechanism, will take place in this venue. The parties both waive any defense that venue in Miami -Dade County is not convenient. This Promissory Note shall not be changed, modified, terminated, or discharged, in whole or in part, except by an instrument in writing signed by both parties hereto, or their respective successors or assignees. Except as provided in the Loan Documents, this Promissory Note is a non -recourse obligation of the Maker and its partners and neither Maker nor its partners have personal liability for repayment of the Loan. THE MAKER OF THIS PROMISSORY NOTE HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS PROMISSORY NOTE OR ANY LOAN DOCUMENT(S) EXECUTED IN CONNECTION HEREWITH, OR THE FINANCING CONTEMPLATED HEREBY, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR THE ACTIONS OF ANY PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER EXTENDING THE LOAN EVIDENCED BY THIS PROMISSORY NOTE. [Signature Page Follows] Page 3 of 3 IN WITNESS WHEREOF, the Maker has hereunto set its hand and seal the day and year first above written. WITNESSES: Print Name:-.j.3.ele7d Print Name. MAKER'S ADDRESS: 2901 FLORIDA AVENUE COCONUT GROVE, FL 33133 /14 MAKER: Block 55 Residential, LP, a Florida limited partnership By: Pacific Southwest Community Development Corporation, a California nonprofit public benefit corporation, its general partne By: Print Name: Robert WfLaing Title: President/Executive Director Date: ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of . /14\1 On AU& �, � 7 >--1 before me, (f"nsert �name and title of the officer) personally appeared 13 ` — who proved to me on the basis of satisfactory evidence to be the person (,s'j whose name) is/a,re subscribed to the within instrument and acknowledged t5 me that h /,sile/fey executed the same in his/hpr/)heir authorized capacity(ie,s1, and that by his/hgr/their signature on the instrument the person,(), or the entity upon behalf of which the person$) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature GREGG MILLER Notary Public - California San Diego County Commission # 2345570 My Comm. Expires Feb 7, 2025 Attachment 1 Sawyer's Walk at 249 NW 6 Street Miami, Florida 33136 Payment of Principal, Interest, and all other charges, expenses, and fees set forth in the Loan Documents shall be deferred and no payments of Principal and Interest shall be due until the end of the Affordability Period (as defined in the Loan Agreement). Interest on Principal outstanding shall accrue as follows: The Principal of this Promissory Note shall bear zero percent (0%) from the Effective Date until the Close -Out of the Project. Upon the Close -Out of the Project, the loan will bear interest at the rate of three percent (3%) per annum simple interest only, with the entire principal balance and any accrued and unpaid interest and other charges due at the end of the Affordability Period. If during the Affordability Period any Bond Assisted Unit fails to comply, beyond any applicable cure period, with the affordability requirements of the applicable funding source, the Agreement and/or the other Loan Documents, the Maker shall repay to the Lender all funds received by the Maker pursuant to this Agreement, all unpaid interest accrued thereon, and all unpaid fees, charges and other obligations of the Maker due under any of the Loan Documents.