HomeMy WebLinkAboutCRA-R-26-0029 BackupACQUISITION FORGIBVABLE PROJECT LOAN AGREEMENT FOR
16 CORNER PROPERTY OWNER, LLC
This Acquisition Forgivable Project Loan Agreement (this "Loan Agreement" or this
"Agreement") dated as of the f) day of ,S,)...\N-1 , 2018, is by and between the OMNI
REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public
agency and body corporate created pursuant to Section 163.356, Florida Statutes, with a principal
office located at 1401 N. Miami Avenue, Miami, FL, 33136 (hereinafter the "CRA" or "Lender")
and 16 CORNER PROPERTY OWNER, LLC, a Florida limited liability company (hereinafter
the "Project Sponsor" or "Borrower").
FUNDING SOURCE:
AMOUNT:
RESOLUTION:
PROJECT NAME:
PROJECT TYPE:
PROJECT SPONSOR:
LAND OWNER:
TERM OF THE AGREEMENT:
AFFORDABILITY PERIOD:
CRA ASSISTED UNITS:
PROPERTY ADDRESS:
OMNI REDEVELOPMENT DISTRICT COMMUNITY
REDEVELOPMENT AREA FUNDING
$1,800,000 FOR ACQUISITION (the "Acquisition CRA
Loan")
CRA-R-18-0008
16 Corner Project
Rehabilitation Rental
16 Corner Property Owner, LLC, a Florida limited liability
company
16 CORNER PROPERTY OWNER, LLC, a Florida
limited liability company (with 16 Corner, LLC and Mt.
Zion Developments, Incorporated, a 501(c)(3) Community
Housing Development Corporation (CHDO) as members).
See Section 1.1
Thirty (30) years commencing on the Close -Out of the
Project.
All Forty -Four (44) Units shall be CRA Assisted Units.
1541 NW 1st Place, Miami, Florida
1535 NW 1st Place, Miami, Florida
1540 NW 1st Court, Miami, Florida
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EXHIBITS ATTACHED:
Exhibit "A"
Exhibit "B"
Exhibit "C"
Exhibit "D"
Exhibit "E"
Exhibit "F"
Exhibit "G"
Exhibit "H"
Exhibit "I"
Exhibit "J"
Schedule A
Schedule 1.14
Legal Description
Scope of Work /Project Schedule
Budget
Form of Disbursement Agreement
Affirmative Marketing Procedures and Responsibilities
Form of Mortgage
Form of Covenant
Form of Rent Regulatory Agreement
Signage Requirements
Additional Insurance Requirements
Permitted Senior Financing
Existing Tenants
RECITALS
WHEREAS, the Project Sponsor is the owner to the real property ("Property") described
in Exhibit "A." The Project Sponsor is acquiring and renovating an existing affordable housing
project known as the 16 Corner (the "Project") that will increase the supply of rental housing units
for Low -Income, Moderate -Income, and Workforce -Income Households, by rehabilitating and
maintaining affordable rental units.
WHEREAS, on February 22, 2018, the Board of Directors of the CRA ("Board") through
resolution CRA-R-18-0008 approved funding for the Project in the amount of $1,800,000.00 (the
"Acquisition CRA Funds") for acquisition and $2,000,000.00 for Project hard and soft
construction costs (the "Construction CRA Funds"; the Construction CRA Funds together with
the Acquisition CRA Funds, collectively the "CRA Funds"); and
WHEREAS, on February 22, 2018 and April 18, 2018, the Board through resolution CRA-
R-18-0026 also stipulated that the CRA funding of this Project is on condition that Mt. Zion
Developments, Incorporated, a 501(c)(3) Community Housing Development Corporation
(CHDO), retain part equity in the real property to be acquired; and
WHEREAS, the CRA and the Project Sponsor intend and agree that the CRA 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
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The CRA, 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 Affordability Period for this Project will be
thirty (30) years, commencing on the Close -Out of
the Project.
1.2 Affordable: A unit that satisfies the rent requirements set forth in
the Rent Regulatory Agreement.
1.3 Close -Out of the Project:
1.4 Contract Records:
1.5 Effective Date:
The date on which all renovations in the Scope of
Work (set forth on Exhibit "B") have been completed
(as evidenced by the issuance of a certificate of
occupancy, certificate of completion or similar
certificate, as is applicable, from the applicable
governmental authority).
Any and all books, records, documents, information,
data, papers, letters, materials, electronic storage
data and media, whether written, printed,
computerized, electronic or electrical, however
collected or preserved which is or was produced,
developed, maintained, completed, received or
compiled by or at the direction of the Project Sponsor
or any Project contractor or subcontractor relating to
the use of the CRA Funds in carrying out the duties
and obligations required by the terms of this
Agreement, including, but not limited to, financial
books and records, ledgers, drawings, maps,
pamphlets, designs, electronic tapes, computer
drives and diskettes or surveys.
The Date on which this Agreement has been signed
by all parties to this Agreement including the CRA
Executive Director and attested to by the CRA Clerk
and by Project Sponsor.
1.7 HUD: The U.S. Department of Housing and Urban
Development.
1.8 CRA Assisted Units,
or Assisted Units:
The Project will consist of a total of forty four (44)
units, comprised of six (6) three -bedroom, six (6)
two -bedroom, twenty (20) one -bedroom and twelve
(12) studios. Subject to Existing Tenants, all of the
units will be maintained as affordable to Low -
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Income, Moderate -Income, and Workforce -Income
Households for a period of thirty (30) years during
the Affordability Period. The Project must at all
times (during the Affordability Period and subject to
Existing Tenants) maintain the following unit mix
structure: 20% Workforce -Income Household (as
defined below) (9 units); 20% Moderate -Income
Household (as defined below) (9 units); and 60%
Low -Income Household (as defined below) or below
Low -Income (26 units) (the "Unit -Mix"). The
payable rents on the CRA Assisted Units are subject
to annual adjustment as provided in and by the
Covenant and the Rent Regulatory Agreement, as
applicable. Further restrictions apply to the CRA
Assisted Units as provided in this Agreement, the
Covenant, the other CRA Loan Documents and the
Legal Requirements, as applicable.
1.9 CRA Loan Documents, or
Loan Documents: Shall have the meaning ascribed thereto in the
RECITALS to this Agreement.
1.10 CRA Funds: Shall have the meaning ascribed thereto in the
RECITALS to this Agreement.
1.11 Program: Intentionally deleted
1.12 Legal Requirements:
1.13a Low -Income Household:
1.13b Moderate -Income Household
All federal, state and local laws, regulations and
requirements relating or pertaining to the Acquisition
CRA Loan and/or the Project, and any requirements
imposed by the CRA (which are consistent with the
terms of this Agreement and the other CRA Loan
Documents).
Annual income does not exceed 60 percent (60%) of
the median income for the area, as determined by
HUD, with adjustments and certain exceptions as
provided in 24 CFR Part 92.
Annual income does not exceed one hundred fifteen
percent (115%) of the median income for the area, as
determined by HUD, with adjustments and certain
exceptions as provided in 24 CFR Part 92.
1.13c Workforce -Income Household Annual income does not exceed one hundred forty
percent (140%) of the median income for the area, as
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1.14 Existing Tenant
1.15 Project:
1.16 Property:
1.17 Superior Loans:
1.18 Term:
1.20 The Covenant:
determined by HUD, with adjustments and certain
exceptions as provided in 24 CFR Part 92.
Any Tenant with a current lease for domicile at the
Property at the time of the acquisition of the Property
by Project Sponsor as reflected on Schedule 1.14
attached hereto.
Acquisition and rehabilitation of five (5), two-story,
mixed income buildings consisting of a total of forty-
four (44) units located at 1541 NW lst Place, Miami,
Florida, 1535 NW 1st Place, Miami, Florida, 1540
NW 1' Court, Miami, Florida. The Project will
consist of a total of forty four (44) units, comprised
of six (6) three -bedroom, six (6) two -bedroom, and
twenty (20) one -bedroom and twelve (12) studios.
The Project will at all times (during the Affordability
Period and subject to Existing Tenants) maintain the
Unit -Mix. The Buildings on the Property shall be
renovated in accordance with the Project
Schedule/Scope of Work and the plans and
specifications (attached hereto and incorporated
herein as Exhibit "B"), that will provide affordable
housing opportunities in accordance with HUD
income guidelines.
The real property located at, 1541 NW 1st Place,
Miami, Florida, 1535 NW lst Place, Miami, Florida
and 1540 NW 1' Court, Miami, Florida in the
County of Miami -Dade, State of Florida, on which
the Project is being rehabilitated, as legally described
in Exhibit "A", attached hereto and incorporated
herein.
Loan from BAC Florida Bank in the amount of
$1.764.000.00, evidenced by a Promissory Note and
secured by a Mortgage, both from Borrower, in favor
of BAC Florida (the "Senior Lender");
The period commencing on the Effective Date hereof
and ending at the expiration of the Affordability
Period, unless this Agreement is terminated sooner
as provided for herein.
A Declaration of Restrictive Covenants to be
recorded in the Public Records of Miami -Dade
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County, Florida to ensure that the Project -Assisted
Units will qualify and remain Affordable during the
Affordability Period.
ARTICLE II
CRA FUNDS
Upon satisfaction of all conditions set forth herein, the CRA has disbursed or shall disburse
the CRA Funds to the Project Sponsor for the purposes herein set forth.
2.1 Use of Acquisition CRA Funds. The Acquisition CRA Funds shall be used for the
acquisition of Property. Subject to the Existing Tenants, all of the units will be maintained as
Affordable during the Affordability Period. Subject to the Existing Tenants, all forty four (44) of
the units in the Property shall be CRA Assisted Units. The Acquisition CRA Funds shall be used
for acquisition of the Property that will be renovated after acquisition (using the Construction CRA
Funds) in accordance with the Scope of Work/Project Schedule attached hereto and incorporated
herein as Exhibit "B" and the Budget attached hereto and incorporated herein as Exhibit "C".
Notwithstanding anything herein to the contrary, Project Sponsor shall, except in connection with
the eviction of an Existing Tenant due to a violation of such Existing Tenant's rental agreement or
the applicable "Rules and Regulations" of the Project, be encouraged to retain its Existing Tenants
in the Buildings at the current rental rates for such Existing Tenants (subject to annual rental
increases in accordance with the Rent Regulatory Agreement). Upon an Existing Tenant vacating
their respective Building unit, any subsequent rental of such unit will be required to comply with
the Rent Regulatory Agreement and affordability requirements of this Agreement.
2.2 Disbursement. The CRA shall disburse the Acquisition funds to facilitate the
closing for the Property. Additionally, the Construction CRA Funds shall be disbursed in
accordance with the Budget attached hereto and incorporated herein as Exhibit "C", the
Construction Forgivable Project Loan Agreement of even date herewith (the "Construction Loan
Agreement"), and in the manner set forth in that certain Disbursement Agreement, of even date
herewith, to be entered into by the CRA and the Project Sponsor (the "Disbursement
Agreement") a copy of which is attached hereto as Exhibit "D".
2.3 Repayment of Acquisition CRA Funds. Subject to the terms of this Agreement
providing for the forgiveness of the Acquisition CRA Loan upon the stated conditions being met,
repayment by the Project Sponsor of principal, accrued interest, and other costs and charges
(relating to the Acquisition CRA Loan) set forth in the CRA Loan Documents shall be deferred
to the end of the Affordability Period, at which time the accrued interest and principal shall be
due and payable. Upon the expiration of the Affordability Period, the Acquisition CRA Loan will
be repaid as follows:
A. The Acquisition CRA Loan shall bear zero percent (0%) during the term of the
Project. Upon the Close -Out of the Project, the Acquisition CRA Loan will be converted to a 30-
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year permanent loan that shall bear interest at the rate of zero percent (0%) per annum simple
interest only, with the entire principal balance and any accrued and unpaid interest and other
charges due at maturity. The CRA may, at its sole discretion, forgive all remaining indebtedness
and other sums due on the Acquisition CRA Loan and release all documents given as collateral
security for no additional consideration at any time before maturity.
B. The Project Sponsor shall not agree to any transaction or agreement that will create
additional mandatory superior payments without the CRA's prior written approval (such
approval not to be unreasonably withheld, conditioned or delayed) other than as set forth on
Schedule "A" attached hereto and made a part hereof
C. Notwithstanding any provision herein to the contrary, in the event that the Project
Sponsor shall:
(i) Meet all of its obligations hereunder and under all of the CRA Loan
Documents executed in connection herewith;
(ii) Commence construction of the Project within six (6) months from the
Effective Date;
(iii) Complete renovation on all CRA Assisted Units within thirty-six (36)
months from the Effective Date;
(iv) Throughout the Affordability Period, continue to lease CRA Assisted Units
to Existing Tenants as long as they are in good standing with lease
provisions and "Rules and Regulations" of the Project and desire to retain
their leases;
(v) Throughout the Affordability Period, rent the CRA Assisted Units to Low -
Income, Moderate -Income, and Workforce -Income Tenants (subject to the
Existing Tenants) in accordance with the requirements of this Agreement,
the Rent Regulatory Agreement and the other CRA Loan Documents; and
(vi) Throughout the Affordability Period, comply with all applicable CRA
Requirements set forth in this Agreement and in the other CRA Loan
Documents;
then, in such event, the CRA shall on condition that all the above conditions have been met and
all defaults have been cured, cancel all remaining indebtedness on the Acquisition CRA Loan,
cancel the Note for the Acquisition CRA Loan (and deliver, or cause to be delivered, the cancelled
original Note to the Project Sponsor), satisfy the Mortgage for the Acquisition CRA Loan, and
prepare and record a satisfaction of the Mortgage and Covenant in the Public Records of Miami -
Dade County, Florida).
D. Notwithstanding any provision herein to the contrary, the amount of the Acquisition
CRA Funds disbursed hereunder, together with all interest accrued thereon, shall become due and
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payable upon the occurrence of an Event of Default as described in Article VII below and the
continuance of such Event of Default beyond the applicable grace, notice and/or cure period, if
any.
ARTICLE III
DISBURSEMENT REQUIREMENTS
3.1 CONDITIONS OF DISBURSEMENT OF CRA FUNDS.
The CRA shall not be obligated to disburse the Acquisition CRA Funds unless and until
the CRA has received the following:
3.1.1 Title Insurance. A title insurance commitment issued by a title insurance company
acceptable to the CRA identifying the CRA's insurable interest, the Project
Sponsor's interest in the Property, together with copies of all instruments which
appear as exceptions therein. The title commitment and policy shall be issued
without exceptions, except for those exceptions permitted by the CRA, and shall
include such affirmative coverage as the CRA shall require.
3.1.2 Survey. An original current survey of the Property made by a registered surveyor
satisfactory to the CRA and the title company and containing such certifications
as the CRA and the title company may require.
3.1.3 Zoning. Evidence that the Property and the proposed improvements comply with
all applicable zoning ordinances or are otherwise legal non -conforming.
3.1.4 CRA Program. Evidence of the Project Sponsor's satisfactory compliance with all
of the CRA Assisted Unit requirements and conditions of this agreement.
3.1.5 Corporate Documents.
(a) The operating agreement, or its equivalent, 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 partnership,
their equivalent, for the Project Sponsor certified by the Corporate Secretary
or other authorized signer, authorizing the consummation of the transactions
contemplated hereby, all satisfactory to the CRA .
(c) Evidence satisfactory to the CRA that Project Sponsor or any partner of
such entity, is qualified to receive funds from and in accordance with the
requirements provided in these documents.
3.1.6 Insurance Policies.
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(a) Comprehensive General Liability and umbrella liability coverage in an
amount not less than $1,000,000.00 per occurrence and $2,000,000.00
annual aggregate, protecting the CRA and the Project Sponsor against
liability incidental to the use of, or resulting from an accident occurring on
or about, the Property, including coverage for: (i) fire, explosion, collapse
and underground hazards, completed operations and independent
contractors, and (ii) automobile liability for all owned vehicles as well as
coverage for non -owned and hired automobiles with a combined Single
Limit of at least $1,000,000.00.
(b) Workers' compensation insurance as required by the laws of the State of
Florida.
(c) Employer's liability insurance protecting the Project Sponsor against
liability resulting from any accident or liability arising from or relating to
any construction on the Property.
(d) Except with respect to the Construction Ramp -Up Funds (as such term is
defined in the Construction Loan Agreement and Disbursement Agreement)
a builder's risk policy, using a completed value form in an amount not less
than one hundred percent (100%) of the full insurable replacement cost of
the Project, insuring the Project from such perils and other hazards as the
CRA may reasonably require, including without limitation, fire, extended
coverage, vandalism and malicious mischief, and collapse.
(e)
If any portion of the Property is located in an area identified by the Federal
Emergency Management Agency as an area having special flood hazards,
Federal flood insurance in such an amount as is satisfactory to the CRA.
All such insurance shall insure the CRA, as an additional insured, with a loss payable clause
in favor of the CRA, to the extent possible during such time as any Permitted Senior Financing is
in existence. The Project Sponsor shall be required to obtain and furnish evidence of any other
insurance coverage the CRA may reasonably require during the Term of this Agreement,
including, but not limited to that described on Exhibit "J" attached hereto and made a part hereof.
All such policies shall provide the CRA with mandatory written notice of cancellation or material
change from the insurer not less than thirty (30) days prior to any such cancellation or material
change, and all such policies shall be written by insurance companies satisfactory to the CRA .
Failure of the Project Sponsor to submit all required evidence of the specified insurance
coverage, except for Comprehensive General Liability and umbrella liability coverage, three (3)
calendar days prior to the closing shall delay the disbursement of the CRA Funds.
3.1.7 Operative Documents. This Agreement, the Covenant, the other CRA Loan
Documents, and all other CRA Documents, duly and lawfully executed by the
Project Sponsor, and in recordable form, where appropriate.
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3.1.8 Appraisal. A current appraisal of the Property made by a member of the American
Institute of Real Estate Appraisers.
3.1.9 Intentional) y Deleted.
3.1.10 Compliance with CRA Requirements. All other documents reasonably required by
the CRA Program evidencing compliance with all requirements.
3.1.11 Intentionally Deleted.
3.1.12 Evaluation of Project Costs. The evaluation of the Project's costs as prepared by
an independent engineer/general contractor, engaged by the Project Sponsor, that
supports the total projected construction costs of the Project.
3.1.13 First Source Hirinu Agreement. If applicable, an executed First Source Hiring
Agreement between the Project Sponsor and the CRA .
3.1.14 Historic Preservation Review. All applicable requirements of the State of Florida
Historic Preservation Department shall have been met prior to the disbursement of
any funds hereunder.
3.1.15 Environmental Report. The Project Sponsor shall submit all information requested
by the CRA with respect to the Project including, but not limited to, Phase I and
Phase II Environmental Assessment Reports, as applicable.
3.1.16 Audit Report. The Project Sponsor shall submit audit reports, as are required herein,
to the CRA.
3.1.17 Personnel Policies and Administrative Procedure Manuals. The Project Sponsor
shall submit detailed documents describing the Project Sponsor's internal
organizational structure, property management and procurement policies and
procedures, personnel management, accounting policies and procedures, etc. Such
information shall be submitted to the CRA within thirty (30) days of the execution
of this Agreement and prior to the disbursement of any funds hereunder.
3.1.18 Certificate Regarding Lobbvinc. Such Certificate Regarding Lobbying as may be
requested by the CRA.
3.1.19 Certificate Regarding Debarment. Suspension. and Other Responsibility Matters.
Such Certificate Regarding Debarment, Suspension and Other Responsibility
Matters as may be requested by the CRA.
3.1.20 Public Entity Crime Affidavit. Such Public Entity Crime Affidavit as may be
required by the CRA.
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3.1.21 Environmental Clearance. Project construction must not commence, nor will any
CRA Funds be advanced, nor are any costs to be incurred, until satisfactory
completion of an environmental review and receipt by the CRA..
3.1.22 All other documents reasonably required by the CRA.
ARTICLE IV
CRA PROGRAM REQUIREMENTS
The Project Sponsor shall comply with all requirements of this Agreement including, but
not limited to:
4.1 GENERAL.
4.1.1 The Project Sponsor shall maintain current documentation that its activities
qualify under the CRA Requirements.
4.1.2 The Project Sponsor shall ensure that any expenditure of the CRA Funds
will be in compliance with the requirements of 24 CFR §92.206 or as
approved by the CRA.
4.1.3 The Project Sponsor shall comply with all the non-discrimination
requirements of 24 CFR §92.350.
4.1.4 The Project Sponsor shall comply with the affirmative marketing
requirements specified in Exhibit "E" attached hereto and incorporated
herein; further the Project Sponsor shall annually report to the CRA on all
actions taken to comply with said requirements as same are specified in
Exhibit "E".
4.1.5 The Project Sponsor shall comply with all applicable provisions of 24 CFR
Part 92, including, but not limited to: (i) the displacement, relocation and
acquisition requirements of 24 CFR §92.353; (ii) the labor requirements of
24 CFR§92.354; (iii) the conflict of interest provisions prescribed in 24
CFR §92.356(f), in addition to the conflict of interest provisions specified
under Section 6.7 of this Agreement; and (iv) shall carry out each Project
activity in compliance with all other applicable Federal laws and
regulations.
4.1.6 The Project Sponsor shall ensure that, upon completion of the Project and
throughout the Affordability Period, the Project meets the property
standards contained in 24 CFR §92.251 and the lead -based paint
requirements of 24 CFR §92.355 and 24 CFR Part 35, subparts A, B, J, K,
M and R.
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4.1.7 Throughout the Affordability Period the Project Sponsor shall comply with
all Project housing quality standards imposed by the CRA.
4.1.8 The Project Sponsor agrees that throughout the Affordability Period, Rents
and tenant incomes for the CRA Assisted Units shall be monitored by the
CRA.
4.1.9 The Project Sponsor shall comply with the project requirements of 24 CFR
Part 92, subpart F, as applicable in accordance with the type of project
assisted.
4.1.10 Attendance at citizen participation committees/meetings, provided the
Project Sponsor is provided reasonable notice of such committees/meetings.
4.1.11 The Project Sponsor shall, to the greatest extent possible, give Low -Income
residents of the service community opportunities for training and
employment.
4.1.12 The Project Sponsor shall ensure and maintain documentation that
conclusively demonstrates that each activity assisted in whole or in part with
CRA Funds is an activity that benefits Low -Income Households.
4.2 REAL PROPERTY.
4.2.1 Any real property that was acquired or improved in whole or in part with
CRA Funds shall be either:
(a) Used to complete the eligible activities as required by and defined
in 24 CFR Part 92 for such period of time as determined by the CRA
based on the eligible activity.
(b) Disposed of in a manner that results in the CRA being reimbursed
for the amount of the CRA Funds.
4.2.2 All real property purchased in whole or in part with funds for this
Agreement with the CRA, or transferred to the Project Sponsor after being
purchased in whole or in part with funds from the CRA, 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
Project activity that will be completed. If the property was improved, the
records shall describe the programmatic purpose for which the
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improvements were made and identify the Project activity that will be
completed.
4.3 PERSONAL PROPERTY.
4.3.1 Definitions.
(a) Personal Property. Personal Property of any kind except real property:
1) Tan !ible. All personal property having physical existence.
2) Intangible. All personal property having no physical existence such
as patents, inventions and copyrights.
(b) Non -expendable Personal Property. Tangible personal property of a non-
consumable nature, with a value of $500.00 or more per item, with a normal
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 CRA 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 CRA shall be inventoried
annually by the Project Sponsor and an inventory report submitted to the
CRA when and as requested by the CRA. The inventory report shall include
the elements listed in Paragraph 4.3.2(a), above.
(c) Ownership of all non -expendable personal property purchased in whole or
in part with funds given to the Project Sponsor pursuant to the terms of this
Agreement shall vest in the CRA.
4.4 DISPOSITION. The Project Sponsor shall obtain the prior written approval of the CRA for
the disposition of real property, expendable personal property and non -expendable personal
property purchased in whole or in part with funds given to the Project Sponsor or its subcontractors
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pursuant to the terms of this Agreement, and shall dispose of all such property in accordance with
reasonable instructions from the CRA. Those instructions may require the return of all such
property to the CRA. The Project Sponsor understands that the CRA shall have the right of first
refusal in the event of a sale of the Property as set forth below in this Section 4.4. Notwithstanding
anything herein to the contrary, the CRA's consent shall not be required with respect to the sale of
the Property by the Project Sponsor following the Close -Out of the Project so long as in connection
with the sale of the Property the following is followed:
A. Project Sponsor provides notice of such sale to the CRA;
B. CRA does not elect to exercise its right of first refusal in accordance with this
Section 4.4; and
C. The purchaser acknowledges in writing that it is acquiring the Property subject to
the Covenant, Rent Regulatory Agreement and other CRA Loan Documents.
If, at any time prior to the expiration of the Affordability Period, Project Sponsor
shall receive a bona fide offer to purchase all of the Property that Project Sponsor desires to accept
(the "Offer"), Project Sponsor shall provide a copy of such Offer to the CRA and the CRA shall
have thirty (30) days after receipt of such Offer to elect to purchase the Property on the terms and
conditions set forth in the Offer. If the CRA elects to so purchase the Property, the CRA shall give
to Project Sponsor written notice thereof ("Acceptance Notice") within said 30-day period. If
CRA delivers an Acceptance Notice as provided herein, then Project Sponsor and CRA shall,
within thirty (30) days after such delivery, enter into a purchase and sale agreement pertaining to
the purchase and sale of the Property (the "Purchase and Sale Agreement"), reflecting the exact
terms of the Offer. The parties agree to act reasonably and cooperatively in negotiating, executing
and delivering the Purchase and Sale Agreement. In the event that either (i) the CRA shall fail to
timely deliver an Acceptance Notice or (after timely delivering an Acceptance Notice) the CRA
shall fail to timely execute the Purchase And Sale Agreement, or (ii) the CRA shall elect not to so
purchase the Property, then the Project Sponsor may thereafter sell the Property to the person or
entity making such Offer without offering it to CRA.
4.5 SUBCONTRACTS AND ASSIGNMENTS.
4.5.1 The Project Sponsor shall ensure that all subcontracts and assignments funded with
CRA Funds hereunder:
(a) Identify the full, correct, and legal name of all parties in all material
respects;
(b) Describe the activities to be performed;
(c) Present a complete and accurate breakdown of its price component;
(d) Incorporate a provision requiring compliance with all applicable regulatory
and other requirements of this Agreement, including but not limited to the
CRA's Minority Procurement Ordinance, and with any other conditions
and/or approvals that the CRA may deem necessary. The requirements of
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this subparagraph apply to subcontracts and assignments in which parties
are engaged to carry out any eligible substantive programmatic service, as
may be defined by the CRA, set forth in this Agreement. The CRA shall in
its sole and absolute discretion determine when services are eligible
substantive programmatic services and subject to the audit and record -
keeping requirements described in this Agreement; and
(e) Incorporate the language of the Certificate Regarding Lobbying executed in
connection herewith.
4.5.2 The Project Sponsor shall incorporate in all consultant and other subcontracts
funded with CRA Funds hereunder the following provision:
"[The Project Sponsor] is not responsible for any insurance or other ,fringe
benefits, e.g., social security, income tax withholding, retirement or leave benefits,
for [the Consultant] or employees of [the Consultant], that are normally available
to direct employees of [the Project Sponsor]. [The Consultant] assumes full
responsibility for the provision of all insurance and fringe benefits for
himself/herself/itself and employees retained by [the Consultant] in carrying out
the Scope of Services provided in this subcontract. "
4.5.3 The Project Sponsor shall be responsible for monitoring the contractual
performance of all subcontracts.
4.5.4 The Project Sponsor shall submit to the CRA for its review and confirmation any
subcontract engaging any party who agrees to carry out any substantive
programmatic activities, to ensure its compliance with the requirements of this
Agreement. The CRA'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 CRA (such consent not
to be unreasonably withheld, conditioned or delayed) prior to either assigning or
transferring any obligations or responsibility set forth in this Agreement.
4.5.6 Approval by the CRA of any subcontract or assignment shall not under any
circumstances be deemed to be the CRA's agreement to incur any obligations in
excess of the total dollar amount agreed upon in this Agreement.
4.5.7 The Project Sponsor and its subcontractors shall comply with the Davis -Bacon Act,
if applicable, the Copeland Anti -Kick Back Act, the Contract Work Hours and
Safety -Standards Act, the Lead -Based Paint Poisoning Prevention Act, the
Residential Lead Based Paint Hazard Reduction Act of 1992 (and implementing
regulations at 24 C.F.R. Part 35) and any other applicable laws, ordinances and
regulations.
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4.5.8 If the CRA requests it, the Project Sponsor shall submit to the CRA, for written
prior approval, all proposed Solicitation Notices, Invitations for Bids, and Requests
for Proposals.
4.6 REPORTING OBLIGATIONS.
4.6.1 The Project Sponsor shall submit the following as required by the CRA:
4.6.1.1 Process Reports. The Project Sponsor shall submit status reports
and projected completion dates to describe the progress made by the
Project Sponsor in achieving each of the objectives identified in
Exhibit "B" attached hereto. The Project Sponsor shall also submit
an Earned Income Report in such form as may be required by the
CRA . Both the Progress Report and the Earned Income Report shall
be provided to the CRA on a quarterly basis.
4.6.1.2 Inventory Report. The Project Sponsor shall furnish such reports on
the Project real property, as specified in Paragraph 4.2 hereof, as
may be requested by the CRA .
4.6.13 Affirmative Action Plan. The Project Sponsor shall report to the
CRA such information relative to the equality of Project
employment opportunities as and when requested by the CRA .
4.6.1.4 Assurance of Compliance with Section 504 of the Rehabilitation
Act. The Project Sponsor shall report on its compliance with
Section 504 of the Rehabilitation Act, whenever requested by the
CRA.
4.6.1.5 Affirmative Marketing Plan and Report. The Project Sponsor shall
report to the CRA, annually, on all actions taken to comply with the
affirmative marketing requirements provided in Exhibit "E"
attached hereto.
4.6.1.6 List of Subcontractors. The Project Sponsor shall provide a list of
all Project contractors and subcontractors, and copies of all contracts
in excess of $10,000 for the performance of services or the supply
of materials in connection with the Project and to be funded pursuant
to the terms and conditions of the Regulatory Agreement and this
Agreement.
4.6.1.7 Previously Funded CRA Projects. If applicable the Project Sponsor
shall comply with (i) all applicable reporting requirements relating
to the Project Sponsor's previously funded CRA projects which are
under construction or in the Affordability Period, including, without
limiting the foregoing, OMB A-133; and (ii) all applicable insurance
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requirements relating to such other previously funded projects of the
Project Sponsor.
4.6.1.8. Audits, Other Information and Records.
(i)
The Project Sponsor shall submit to the CRA 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 CRA 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 12
months ended December 31 and shall include:
a. Comparative Balance Sheet with prior year and
current year balances;
b. Statement of revenue and expenses;
c. Statement of changes in fund balances or equity;
d. Statement of cash flows; and
e. Notes
The financial statements shall be accompanied by a
certification of the Project Sponsor as to the accuracy of
such financial statements.
A late fee of $250.00 will be assessed by the CRA for
failure to submit any of the required audited financial
statements or the certification each year as required.
At the request of the CRA, the Project Sponsor shall also
furnish to the CRA unaudited financial statements of the
Project Sponsor, certified by the Project Sponsor's
principal financial or accounting officer, covering such
financial matters as the CRA may request, including
without limitation, monthly statements with respect to the
Proj ect.
(ii) 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
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provided directly or indirectly by the CRA pursuant to the
terms of this Agreement.
(iii) The Project Sponsor shall ensure that the Contract Records
shall be at all times subject to and available for full access
and review, inspection or audit by the CRA and federal
personnel and any other personnel duly authorized by the
CRA.
(iv) The Project Sponsor shall include in all Project subcontracts,
each of the record keeping and audit requirements detailed
in this Agreement. The CRA shall in its sole discretion
determine when services are subject to the audit and
recordkeeping requirements described above.
The Project Sponsor shall submit to the CRA all reports described in this Section 4.6, and
all other reports that the CRA may reasonably require, in such form, manner and frequency as the
CRA may require to monitor the progress of the Project and the Project Sponsor's performance
and compliance with this Agreement, the Regulatory Agreement, the other CRA Loan Documents
and all Legal Requirements.
4.6.2 Federal. State and County Laws and Regulations.
4.6.2.1 The Project Sponsor shall comply with all applicable provisions of
federal, state, county and city laws, regulations, rules and
administrative requirements, such as OMB Circular No. A-122,
OMB Circular No. A-110, OMB Circular No. A-21, and OMB
Circular No. A-133, which are incorporated herein by reference, as
they may be revised from time to time.
4.6.2.2 The Project Sponsor shall comply with all applicable federal laws
and regulations such as: 24 CFR Part 92; 24 CFR Part 85, Section
504 of the Rehabilitation Act of 1973, as amended, which prohibits
discrimination on the basis of handicap; Title VI of the Civil Rights
Act of 1964, as amended, which prohibits discrimination on the
basis of race, color, or national origin; the Age Discrimination Act
of 1975, as amended, which prohibits discrimination on the basis of
age; Title VIII of the Civil Rights Act of 1968, as amended, and
Executive Order 11063 which prohibits discrimination in housing
on the basis of race, color, religion, sex, or national origin; Executive
Order 11246 which requires equal employment opportunity; and
with the Energy Policy and Conservation Act (Pub. L. 94-163)
which requires mandatory standards and policies relating to energy
efficiency.
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4.6.2.3 If the amount payable to the Project Sponsor pursuant to the terms
of this Agreement is in excess of $100,000.00, the Project Sponsor
shall comply with all applicable standards, orders, or regulations
issued pursuant to the Clean Air Act of 1970 (42 U.S.C. 7401 et.
seq.), as amended; the Federal Water Pollution Control Act (33
U.S.C. 1251), as amended; Section 508 of the Clean Water Act (33
U.S.C. 1368); Environmental Protection Agency regulations (40
CFR Part 15); and Executive Order 11738.
4.7 ADDITIONAL FUNDING. The Project Sponsor acknowledges that under the CRA
Program, CRA Funds may be committed to the Project up to one (1) year after "Substantial
Completion", but the amount of CRA Funds in the Project may not exceed the total amount
established by the CRA Board as approved in resolution CRA-R-18-0008.
In the event that the Project will need additional funding (in excess of the CRA Funds) the
Project Sponsor agrees to seek and obtain additional funding to achieve Close -Out of the
Project. Any additional subsequent funding requests from the CRA must be approved by
the CRA board.
ARTICLE V
REPRESENTATIONS AND WARRANTIES
OF THE PROJECT SPONSOR
The Project Sponsor represents and warrants to the CRA as follows:
5.1 Organization and Existence. The Project Sponsor is a Florida limited liability
company, duly organized, validly existing and in good standing under the laws of the State of
Florida, and has full power and authority to conduct its business as presently conducted, to receive
the CRA Funds, and to own, operate and develop the Project.
The Project shall comply with all applicable CRA Requirements. The Project Sponsor has
full power and authority to perform the provisions hereof and of its agreements and undertakings
with the CRA and to perform the transactions contemplated hereby, and such execution and
performance have been duly authorized by all necessary corporate or other approvals and actions.
5.2 Correctness of Documents. The cost estimates, Budget, schedules, and all other
documents furnished to the CRA in accordance with the Program, this Agreement, and/or the other
CRA Loan Documents, are true and correct in all material respects and accurately set forth the
facts contained therein and neither misstate any material fact nor, separately or in the aggregate,
fail to state any material fact necessary to make the statements made therein not misleading.
5.3 Absence of Proceedings. Actions and Judgments. There are no conditions,
circumstances, events, agreements, documents, instruments, restrictions, actions, suits or
proceedings pending or threatened against or affecting the Project Sponsor, the Project or the
Property which could adversely affect the Project Sponsor's ability to comply with the CRA
funding requirements of the Project, complete or operate the Project or to perform its obligations
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hereunder or which would constitute an Event of Default hereunder or under the other CRA Loan
Documents regardless of the giving of notice or the passage of time or both. There are no
outstanding or unpaid judgments or arbitration awards against the 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 CRA Documents, the consummation of the other transactions
contemplated hereby, and the ownership and development of the Project as contemplated hereby
and by the other CRA Documents: (i) do not and will not conflict with or result in violation of any
Legal Requirement or in the breach or default under any indenture, contract, agreement or other
instrument to which the 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 CRA Loan Documents,
when executed and delivered, shall constitute the duly authorized, legal, valid and binding
obligations of the Project Sponsor and will be enforceable in accordance with their respective
terms.
5.6 Marketable Title. The Project Sponsor has good and marketable title to the
Property, subject only to: (a) the exceptions and other matters set forth in that certain Title
Insurance Commitment (Order Number 18083179), issued by Private Advising Group. P.A. Title
Insurance Company, effective as of July 10, 2018 and Revised July 25, 2018, as endorsed.
(collectively, the "Title Commitment and Exceptions"); and (b) from time to time, the granting
of utility and similar easements on a non -material portion of the Property to utility and similar
service providers for the installation and maintenance of utility and similar service equipment and
components.
5.7 Compliance. The completion and use of the Project in accordance with the Scope
of Work will comply fully with all Legal Requirements, and with all limitations on the use of the
Project, or any other condition, grant, easement, covenant, or restriction, whether recorded or not.
All necessary approvals, permits and licenses for the construction, operation, and use of the Project
have been unconditionally obtained and are in full force and effect, or if the present state of
construction of the Project does not allow such issuance, then such approvals, permits and licenses
will be issued when the Project is completed.
5.8 Encroachments. When completed in accordance with the Scope of Work, the
Project will not encroach upon any building line, setback line, side yard line or other recorded or
visible easements or other easements of which the Project Sponsor is aware which exists (or which
the Project Sponsor has reason to believe may exist) with respect to the Project other than set forth
in the Title Commitment and Exceptions.
5.9 Scope of Work. The Scope of Work is complete in all respects, and contains all
details requisite for the Project which, when built and equipped in accordance therewith, shall be
ready for the intended use and occupancy thereof.
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5.10 Leases. There are no leases, tenancies, licenses or agreements for use of any part
of the Property other than the Existing Leases which have been specifically disclosed to and
approved by the CRA in the rent regulatory agreement.
5.11 Pending Assessments. The Project Sponsor has no knowledge of any pending or
proposed governmental action that would impair the operation or value of the Project or result in
a special assessment against the Project.
5.12 Waste. The Project Sponsor shall not intentionally commit or suffer physical waste
or negligence on the Project.
5.13 Fraud. No fraud by the Project Sponsor has occurred in the qualification of the
Project, the Project Sponsor and/or the Property for CRA funding, the negotiation of this
Agreement and the other CRA Documents, nor in the transactions contemplated hereby.
5.14 No Casualty. No part of the Property and/or the Project has been damaged or has
been subjected to condemnation or other proceedings, and, to the best of the Project Sponsor's
knowledge and belief, no such proceedings have been threatened.
5.15 No Changes. There have been no material adverse changes in projected costs and
expenses of or from the Project or in the occupancy of the Property or any other features of the
transactions contemplated hereby as submitted to the CRA.
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 CRA
Requirements affecting the ownership, use, construction, lease and operation of the Project.
5.17. Other Project Financinu. 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 CRA as set forth on the attached Schedule A the ("Permitted Senior Financing").
5.18 Reaffirmation. Each of the representations and warranties set forth in this Article
shall be true at all times and the acceptance of the CRA Funds hereunder by the Project Sponsor
shall be deemed to be a reaffirmation of each of the representations and warranties given in this
Agreement.
ARTICLE VI
PROJECT SPONSOR'S AND OWNER'S OBLIGATIONS
6.1 Scope of Work. The Project Sponsor shall perform the Scope of Work as set forth
herein and on Exhibit "B" attached hereto.
Project Sponsor shall: (a) meet all of its obligations hereunder and under all of the CRA
Loan Documents executed in connection herewith, (b) commence construction within six (6)
months from the Effective Date, (c) within twelve (12) months after the issuance of the certificates
of occupancy for the Units, but in no event later than thirty-six (36) months from the Effective
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Date, rent all forty-four (44) CRA Assisted Units to Workforce -Income, Moderate -Income, and
Low -Income Households (to the extent tenants meeting such income standards are available and
desire to rent the units) in accordance with the requirements of this Agreement (and in any event
subject to the Existing Tenants), (d) subject to the Existing Leases, throughout the Affordability
Period, rent the CRA Assisted Units to Workforce -Income, Moderate -Income, and Low -Income
Households in accordance with the requirements of this Agreement, the Rent Regulatory
Agreement, and the other CRA Loan Documents; and (f) throughout the Affordability Period,
comply with all applicable CRA Requirements set forth in this Agreement and in the other CRA
Loan Documents with regard to the CRA Assisted Units.
6.2 Reporting Obligations. The Project Sponsor shall submit to the CRA all reports as
described in Section 4.6 hereof, and all other reports that the CRA may reasonably require, in such
form, manner, and frequency as the CRA may reasonably require to monitor the progress of the
Project and the Project Sponsor's performance and compliance with this Agreement and all Legal
Requirements.
6.3 Retention of Records. The Project Sponsor shall retain all Contract Records for
five (5) years after the expiration of the Affordability Period (hereinafter referred to as the
"Retention Period") subject to the limitations set forth below:
(a) If the CRA or the Project Sponsor has received or given notice of any kind
indicating any threatened or pending litigation, claim or audit arising out of
the activities relating to the Project or the Scope of Work or under the terms
of this Agreement, the Retention Period shall be extended until such time
as the threatened or pending litigation, claim or audit is, in the sole and
absolute discretion of the CRA, fully, completely and finally resolved.
(b) The Project Sponsor shall allow the CRA or any person authorized by the
CRA (during normal business hours and upon at least 24-hours prior notice)
full access to and the right to examine any of the Contract Records during
the required Retention Period.
(c) The Project Sponsor shall notify the CRA in writing, both during the
pendency of this Agreement and after its expiration termination, as part of
the final closeout procedure, of the address where all Contract Records will
be retained.
6.4 Provision of Records. All of the Contract Records are subject to the provisions of
Chapter 119, Florida Statutes, commonly referred to as the "Public Records Law". The Project
Sponsor shall provide to the CRA, upon request, all Contract Records. The requested Contract
Records shall become the property of the CRA without restriction, reservation, or limitation on
their use and shall be made available by the Project Sponsor at any time upon request by the CRA.
The CRA shall have the unlimited right to all books, articles, or other copyrightable materials
developed in the performance of this Agreement, including, but not limited to, the right of royalty -
free, non-exclusive, and irrevocable license to reproduce, publish, or otherwise use, and to
authorize others to use, the Contract Records for public purposes.
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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 CRA immediately upon such issuance unless such disclosure
is a violation of those agencies' rules.
6.5 Prior Approval. Except for encumbering the Property as required to obtain the
Permitted Senior Financing as set forth in Section 5.17 of this Agreement and Schedule A attached,
the Project Sponsor shall obtain the CRA's prior written approval prior to undertaking any of the
following with respect to the Project and/or the Property:
(a) Except as permitted in Section 4.4., 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, which shall require the prior written
approval of the Executive Director of the CRA (such approval not to be
unreasonably withheld, conditioned or delayed).
(b) Except in the case of repair or replacement caused by normal wear and tear,
and otherwise due to casualty or condemnation in accordance with the terms
of this Agreement, the disposition of any real property or any expendable
personal property or non -expendable personal property as defined in
Paragraph 4.3.1.
(c) Any proposed Solicitation Notice, Invitation for Bids or Request for
Proposals.
(d) The disposal of any Contract Records during the Retention Period
Notwithstanding anything in this Agreement to the contrary, Avra Jain shall have the right to
transfer up to 20% of the indirect beneficial interest of the Project Sponsor to third parties
without the consent of the CRA, provided that (1) Avra Jain shall retain control (directly and/or
indirectly) of the Project Sponsor, and (2) Avra Jain shall disclose the names of such third party
transferees to the CRA.
6.5.1 Executive Director of the CRA shall have the discretion to approve and authorize,
by way of Memorandum to the CRA Board, the execution of necessary documents to further
Project Close -Out, provided, however, that no material terms are affected.
6.6 Monitoring. The Project Sponsor shall permit the CRA and other persons duly
authorized by the CRA to inspect (during normal business hours and upon reasonable prior notice)
all Contract Records, facilities, goods, and activities of the 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 CRA will deliver to the Project Sponsor a report of its findings. The
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Project Sponsor will rectify all deficiencies cited by the CRA within the period of time specified
in the report, or provide the CRA with a reasonable justification for not correcting the deficiencies.
The CRA will determine, in its sole and absolute discretion, whether or not the 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 with the Program conflict of interest rules (24 C.F.R. §92.356), all as amended, and
agrees that it will fully comply in all respects with the terms thereof and any future amendments.
B. The Project Sponsor covenants that no person or entity under its employ, presently
exercising any functions or responsibilities in connection with this Agreement, has any personal
financial interests, direct or indirect, with the CRA. The Project Sponsor further covenants that,
in the performance of this Agreement, no person or entity having such conflicting interest shall be
utilized in respect to the Scope of Work or services provided hereunder. Any such conflict of
interest(s) on the part of the Project Sponsor, its employees or associated persons or entities must
be disclosed to the CRA.
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 CRA in writing and
immediately upon the Project Sponsor's discovery of such possible conflict. The CRA's
determination regarding the possible conflict of interest shall be binding on all parties.
E. No employee, agent, consultant, elected official or appointed official of the CRA,
exercising any functions or responsibilities in connection with the CRA's Program or this
Agreement, or who is in a position to participate in the decision -making process or gain inside
information regarding these CRA-assisted activities, has any personal financial interest, direct or
indirect, in this Agreement, the proceeds hereunder, the Project or the 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 CRA the name, purpose for
and any other relevant information in connection with any related -party transaction. The term
"related party transaction" includes, but is not limited to, a transaction or relationship between the
Project Sponsor and a for -profit or nonprofit subsidiary or affiliate organization, an organization
with an overlapping board of directors, and an organization for which the Project Sponsor is
responsible for appointing memberships. The Project Sponsor shall report this information to the
CRA upon forming the relationship, or if already formed, shall report such relationship prior to or
simultaneously with the execution of this Agreement. Any supplemental information shall be
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promptly reported to the CRA no later than in the next required Progress Report, as described
above.
6.9 Publicity and Advertisements. The Project Sponsor shall ensure that all publicity
and advertisements prepared and released by the Project Sponsor, such as pamphlets and news
releases, related to activities funded by this Agreement, and all events carried out to publicize the
accomplishments of any activities funded by this Agreement, recognize the CRA as one of its
funding sources.
6.10 Procurement. The Project Sponsor shall make a commercially reasonable effort to
procure supplies, equipment, construction, or services to fulfill this Agreement from minority and
women owned businesses, and to provide these sources the maximum feasible opportunity to
compete for subcontracts to be performed pursuant to this Agreement. To the maximum extent
feasible, these businesses shall be located in or owned by residents of the community development
areas designated by the CRA.
6.11 Additional Funding. The Project Sponsor shall not procure any other financing in
connection with the Project or the Property without the prior written consent of the CRA, other
than those financings disclosed to the CRA in writing as of the date hereof, which, for avoidance
of doubt, are provided for in Section 5.17 of this Agreement.
6.12 Reversion of Assets. The Project Sponsor shall return to the CRA upon the
expiration or termination of this Agreement any CRA Funds on hand, any funds or accounts
receivable attributable to the CRA Funds, and any overpayments due to unearned funds or costs
disallowed pursuant to the terms of this Agreement that were disbursed to the Project Sponsor by
the CRA. Any funds not earned by the Project Sponsor prior to the expiration or termination of
this Agreement shall be retained by the CRA.
6.13 Repayment of Funds Procedures. If, after notice and the expiration of any
applicable cure period, for any reason during the Affordability Period any CRA Assisted Unit fails
to comply with the Affordability requirements of 24 CFR Part 92, the Project Sponsor shall repay
to the CRA all funds received by the Project Sponsor pursuant to this Agreement, and interest
thereon as provided in the CRA Note.
6.14 Affirmative Marketinu. The Project Sponsor shall comply with the affirmative
marketing requirements and procedures provided on Exhibit "E" attached hereto and made a part
hereof.
6.15 Section 3 Clause. The Project Sponsor shall comply with the requirements of
Section 3 of the Housing and Urban Development Act of 1968, as amended (12 U.S.C. 1701u):
(A) The work to be performed under this contract is subject to the
requirements of Section 3 of the Housing and Urban Development Act
of 1968, as amended, 12 U.S.C. 1701u (Section 3.) The purpose of
Section 3 is to ensure that employment and other economic
opportunities generated by HUD assistance or HUD -assisted projects
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covered by Section 3, shall to the greatest extent feasible, be directed to
low income persons, particularly persons who are recipients of HUD
assistance for housing.
(B) The parties to this contract agree to comply with HUD's regulations in
24 CFR Part 135, which implement Section 3. As evidenced by their
execution of this contract, the parties to this contract certify that they are
under no contractual or other impediment that would prevent them from
complying with the Part 135 regulations.
(C) The contractor agrees to send to each labor organization or
representative of workers with which the contractor has a collective
bargaining agreement or other understanding, if any, a notice advising
the labor organization or worker's representative of the contractor's
commitments under this Section 3 clause, and will post copies of the
notice in conspicuous places at the work site where both employees and
applicants for training and employment positions can see the notice.
The notice shall describe the Section 3 preference, shall set forth
minimum number and job titles subject to hire, availability of
apprenticeship and training positions, the qualifications for each; and
the name and location of the person(s) taking applications for each of
the positions; and the anticipated date the work shall begin.
(D) The contractor agrees to include this Section 3 clause in every
subcontract subject to compliance with regulations in 24 CFR Part 135,
and agrees to take appropriate action, as provided in an applicable
provision of the subcontract or in this Section 3 clause. The contractor
will not subcontract with any subcontractor where the contractor has
notice or knowledge that the subcontractor has been found in violation
of the regulations in 24 CFR Part 135.
The contractor will certify that any vacant employment positions,
including training positions, that are filled (1) after the contractor is
selected but before the contract is executed, and (2) with persons other
than those to whom the regulations of 24 CFR Part 135 require
employment opportunities to be directed, were not filed to circumvent
the contractor's obligations under 24 CFR Part 135.
(E) Noncompliance with HUD's regulations in 24 CFR Part 135 may result
in sanctions, termination of this contract for default, and debarment or
suspension from future HUD assisted contracts.
(F) 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
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greatest extent feasible (i) preference and opportunities for training and
employment shall be given to Indians, and (ii) preference in the award
of contracts and subcontracts shall be given to Indian organizations and
Indian -owned Economic Enterprises. Parties to this contract that are
subject to the provisions of Section 3 and Section 7(b) agree to comply
with Section 3 to the maximum extent feasible, but not in derogation of
compliance with Section 7(b).
6.16 Sitmatle. Acknowledgement. Publicity. During the Term of this Agreement, the
Project Sponsor shall furnish signage identifying the Project and shall acknowledge the
contribution of the CRA by incorporating the seal of the CRA and the names of the CRA
commissioners and officials in all documents, literature, pamphlets, advertisements, and signage,
permanent or otherwise in accordance with Section 6.9 hereof. All such acknowledgments shall
be in a form acceptable to the CRA, as provided on Exhibit "I" attached hereto and made a part
hereof.
All publicity and advertisements prepared and released by the Project Sponsor related to
the Project, such as pamphlets and news releases, and all events carried out to publicize the Project,
shall recognize the CRA as one of the Project's funding sources.
6.17 Costs Incurred By the CRA. Intentionally Deleted.
6.18 Affirmative Action. The Project Sponsor shall not discriminate on the basis of race,
color, national origin, sex, religion, age, sexual orientation, marital or family status or
handicap/disability in connection with its performance under this Agreement or in connection with
the occupancy of any CRA Assisted Unit. Age discrimination and discrimination against minor
dependents are also not permitted.
6.19 Previously Funded CRA Projects. If applicable the Project Sponsor shall comply
with: (1) all applicable reporting requirements relating to previously funded CRA projects which
are under construction or in the affordability period, including OMB A-133, and (2) all applicable
insurance requirements relating to such projects.
6.20 Compliance with Safety Precautions. The Project Sponsor shall allow CRA and
or City inspectors, agents or representatives the ability to monitor its compliance with safety
precautions as required by federal, state or local laws, rules, regulations and ordinances. By
performing these inspections the CRA, its agents, or representatives are not assuming any liability
by virtue of such laws, rules, regulations and ordinances. The Project Sponsor shall have no
recourse against the CRA, its agents, or representatives for the occurrence, non-occurrence or
result of such inspection(s), and shall obtain the affirmative acknowledgment of the Project
Sponsor, for the benefit of the CRA, that the Project Sponsor shall have no recourse against the
CRA, its agents, or representatives for the occurrence, non-occurrence or result of such
inspection(s).
Page 27 of 49
Simultaneously with the submission of the first draw request to the CRA, the Project
Sponsor shall contact the City of Miami's Risk Management Department Safety Unit in writing to
coordinate such inspection(s).
The Project Sponsor shall affirmatively comply with all applicable provisions of the
Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services
funded by the CRA, including Titles I and II of the ADA (regarding nondiscrimination on the basis
of disability) and all applicable regulations, guidelines and standards. Additionally, the Project
Sponsor shall take affirmative steps to ensure nondiscrimination in the employment of disabled
persons.
6.21 Draw Requests. Full amount of Acquisition CRA Loan will be drawn at time of
closing. Each Request for Disbursement of Construction CRA Funds for hard costs must be signed
by the Project Sponsor, the Architect for the Project and the Contractor, and each Request for
Disbursement of Construction CRA Funds for soft costs must be signed by the Project Sponsor,
as more fully set forth in the Disbursement Agreement.
6.22 Insurance Proceeds. Notwithstanding anything to the contrary contained herein or
in the other CRA 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 reasonably
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 CRA 's written concurrence with such determination.
6.23 Condemnation Proceeds. Notwithstanding anything to the contrary contained
herein or in the other CRA 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 CRA 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
Page 28 of 49
and the Project to a condition as close as reasonably possible to what previously existed, due
consideration given to the portion of the Property and the Project taken, will be sufficient to meet
all operating costs and other expenses, payments for reserves and loan repayment obligations
relating to the Project, and (iv) the Project Sponsor has received the CRA 's written concurrence
with such determination.
7.1
of Default:
ARTICLE VII
DEFAULT
The happening of any one or more of the following events shall constitute an Event
(a) Subject to the Existing Tenants, failure of any of the CRA Assisted Units to
remain Affordable at any time during the Affordability Period.
(b) If any term, condition or representation contained in this Agreement or any
of the other CRA Loan Documents is materially untrue, substantially
inaccurate or incomplete when made, or, if there is a material
misrepresentation of fact or fraud contained in any document(s) submitted
in support of this Agreement and such misstatement or misrepresentation
has a materially adverse effect on the Project.
(c) Subject to force majeure, the substantial discontinuance of the construction
of the Project for a period of fourteen (14) days which discontinuance is, in
the reasonable determination of the CRA, without satisfactory cause, and
construction is not recommenced within fifteen (15) days following written
notice from the CRA to Project Sponsor.
(d) Except as set forth in each of Sections 5.6, 5.17, and 6.5 of this Agreement,
the sale, assignment, pledge, transfer, hypothecation or other encumbrance
or disposition (except due to repair or replacement for normal wear and tear,
and as a result of casualty or condemnation in accordance with this
Agreement) of any proprietary or beneficial interest in the Project Sponsor's
estate in the Property, or any change in operating control of the Project
Sponsor, without the prior approval of the CRA or the CRA Board, as
appropriate.
(e) In the event that the CRA reasonably determines that the Project is not being
erected in a good and workmanlike manner in accordance with the Scope of
Work, or that the Project Sponsor is failing to comply promptly with any
requirement or notice of violation of law issued by or filed by the CRA or
any department of any governmental authority having jurisdiction over the
Project Sponsor or the Property.
(f)
Failure by the Project Sponsor to comply with any material term or
provision of this Agreement or any of the CRA Loan Documents (beyond
any applicable grace, notice and/or cure period), or the occurrence of an
Page 29 of 49
(g)
event of default (beyond any applicable grace, notice and/or cure period)
under any of the other CRA Loan Documents.
Any change in zoning requirements or zoning classification of the Property
initiated by the Project Sponsor, which will materially interfere with the
completion of construction of the Project or the ultimate operation of the
Project as contemplated herein.
(h) In the event that the CRA reasonably determines that there exists an event
of default (beyond applicable grace, notice and/or cure periods) under and
pursuant to the terms of any other agreement or obligation of any kind or
nature whatsoever of the Project Sponsor to the CRA, direct or contingent,
whether now or hereafter due, existing, created or arising.
(j) In the event the rehabilitation portion of this Project is not completed within
36 months following the Effective Date and all applicable cure periods.
ARTICLE VIII
REMEDIES
8.1 Upon the occurrence of any Event of Default, the CRA shall have the absolute right
to refuse to disburse any undisbursed portion of the Loan.
The CRA shall provide written notice of the occurrence of an Event of Default to the
Project Sponsor and Senior Lender, after which the Project Sponsor shall have thirty (30) days to
cure said default (except for the events described in Section 7.1 (b) and (d) above for which the
aforementioned cure period shall not apply).
In the event a default which is permitted to be cured cannot practicably be cured within
thirty (30) days, the Project Sponsor shall have such additional time as may be required to effect a
cure, so long as (a) the cure is commenced within thirty (30) days and is diligently prosecuted and
(b) the lack of a cure during such continuing cure period has no material adverse effect on the
Project. The CRA agrees to accept a cure of any default committed by the Project Sponsor, which
cure is tendered or effected by the Senior Lender, as if such cure 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 (b) and (d) above for which the aforementioned cure period shall not apply and except for cures
which are continuing as provided in the preceding paragraph), and subject to the provisions of the
last paragraph of this Section, the CRA shall have the absolute right, at its option and election and
in its sole discretion to:
(a) Specific Performance. Institute appropriate proceedings to specifically
enforce performance of the terms and conditions of this Agreement;
(b)
Recapture of CRA Funds. Demand that the Project Sponsor reimburse the
CRA for the CRA Funds disbursed to the Project Sponsor pursuant to this
Page 30 of 49
Agreement. The Project Sponsor shall reimburse CRA in the amount of the
CRA Funds disbursed to the Project Sponsor pursuant to this Agreement,
subject to any limitations contained in the CRA Note and/or Mortgage
concerning Borrower's or Project Sponsor's liability for amounts due under
the CRA Loan Documents.
(c) Other Remedies. Exercise any other right, privilege or remedy available to
the CRA as may be provided by applicable law, or in any of the other CRA
Loan Documents.
It is understood and agreed that the occurrence of an event of default under Section 7.1 (b)
or (d) shall immediately entitle the CRA to exercise any of the above described remedies without
the need to give the Project Sponsor notice thereof or the opportunity to cure.
The rights and remedies of the CRA hereunder shall be cumulative and not mutually
exclusive, and the CRA may resort to any one or more or all of said remedies without exclusion
of any other. No party other than the CRA, whether the Project Sponsor or a material man, laborer,
subcontractor or supplier, shall have any interest in the CRA Funds withheld because of a default
hereunder, and shall not have any right to garnish or require or compel that payment thereof be
applied toward the discharge or satisfaction of any claim or lien which any of them may have.
ARTICLE IX
INDEMNIFICATION
The Project Sponsor shall indemnify, hold harmless, and defend the CRA, City of Miami,
its officers, agents, directors, and/or employees, from liabilities, damages, losses, judgments, and
costs, including, but not limited to reasonable attorney's fees, to the extent caused by the
negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of Project
Sponsor and persons employed or utilized by Project Sponsor in the performance of this
Agreement. Project Sponsor shall, further, hold the CRA, City of Miami, its officials and/or
employees, harmless for, and defend the CRA, City of Miami, its officials and/or employees
against, any civil actions, statutory or similar claims, injuries or damages arising or resulting from
the permitted work, even if it is alleged that the CRA, City of Miami, its officials and/or employees
were negligent (provided that the indemnifications set forth herein shall not apply to any matters
relating to or arising out of the gross negligence or willful misconduct of the CRA, City of Miami,
its officials and/or employees). These indemnifications shall survive the term of this Agreement.
In the event that any action or proceeding is brought against the CRA, City of Miami by reason
of any such claim or demand, the Project Sponsor shall, upon written notice from the CRA, resist
and defend such action or proceeding by counsel satisfactory to the CRA. 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 CRA or its officers, employees, agents and
instrumentalities as herein provided.
The indemnification provided above shall obligate the Project Sponsor to defend, at its own
expense, to and through appellate, supplemental or bankruptcy proceeding, or to provide for such
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defense, at the CRA 's option, any and all claims of liability and all suits and actions of every name
and description which may be brought against the CRA whether performed by the Project Sponsor,
or persons employed or utilized by Project Sponsor.
This indemnity will survive the cancellation or expiration of the Agreement. This indemnity will
be interpreted under the laws of the State of Florida, including without limitation and
interpretation, which conforms to the limitations of §725.06 and/or §725.08, Florida Statutes, as
applicable.
The Project Sponsor shall require all Sub -contractor agreements if applicable, to include a
provision that they will indemnify the CRA.
The Project Sponsor agrees and recognizes that the CRA shall not be held liable or responsible for
any claims which may result from any actions or omissions of the Project Sponsor in which the
CRA 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 CRA in no way assumes or shares any responsibility or liability of the Project
Sponsor or Sub -contractor under this Agreements.
ARTICLE X
TERMINATION
The Project Sponsor acknowledges that this Agreement may be terminated if the Project
Sponsor materially fails to comply with the terms contained herein or upon the occurrence of an
Event of Default which is not cured within any applicable cure period set forth in Section 8.1
above.
10.1 Termination Because of Lack of Funds. In the event the CRA does not receive
from its funding source funds to finance this Agreement, or in the event that the CRA's funding
source de -obligates the funds allocated to finance this Agreement, the CRA may terminate this
Agreement upon not less than ten (10) days 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 CRA shall determine, in its sole and absolute discretion, whether or not
funds are available.
In the event that the CRA exercises its right to terminate this Agreement pursuant to this section,
the CRA will pay the Project Sponsor:
• For the actual cost or the fair and reasonable value, whichever is less, of (1) the
portion of the Project(s) completed in accordance with the Contract through the
completion date less amounts previously received, and (2) non -cancelable
material(s) and equipment that is not of any use to the CRA except in the
performance of the Agreement, and has been specifically fabricated for the sole
purpose of the Agreement but not incorporated in the Work; and
• To the extent practical, the fair and reasonable value shall be based on the price
established as a result of the Agreement and the value evaluation from third party
engineer chosen by the CRA. In no event, shall any payments under this Paragraph
exceed the maximum cost set forth in the Contract.
Page 32 of 49
The amount due hereunder may be offset by all payments previously made to the Project Sponsor
in regards to the Construction Loan. All payments pursuant to this Article shall be accepted by
the Project Sponsor in full satisfaction of all claims against the CRA arising out of the termination
including, further, the CRA may deduct or set off against any sums due and payable under this
Article any claims it may have against the Project Sponsor. Project Sponsor shall not be entitled
to lost profits, overhead or consequential damages as a result of a Termination. All payments made
under this Agreement are subject to an audit.
The Project Sponsor agrees that it will seek additional funding in the event of termination pursuant
to this section to facilitate the Close -Out of the Project. The CRA agrees to amend the Construction
Loan Agreement and related note and mortgage on property to reflect the partial payments made
in the event of a termination under this section. However, the Acquisition Loan, Acquisition Note,
Acquisition Mortgage, Covenant, and Rent Regulatory Agreement will remain in full force and
effect until the end of the affordability period. The CRA agrees to remove the required
Construction Loan documents upon successful Close out of the project. Nothing in this section
shall prohibit Project Sponsor from the Close out of the Project.
10.2 Termination for Breach. The CRA may terminate this Agreement, in whole or in
part, in the event the CRA reasonably determines that the Project Sponsor is not making (or causing
to be made) sufficient progress with regard to the construction of the CRA Assisted Units (thereby
endangering its ultimate performance under this Agreement) or is not complying with any material
term or provision of this Agreement, following notice and the expiration of the applicable cure
period.
The CRA may terminate this Agreement, in whole or in part, in the event that there exists
an event of default (beyond any applicable grace, notice and/or cure periods) under and pursuant
to the terms of any other agreement or obligation of any kind or nature whatsoever of the Project
Sponsor to the CRA, direct or contingent, whether now or hereafter due, existing, created or
arising, which event of default has continued beyond any applicable cure period.
10.3 Upon the occurrence of an Event of Default and the expiration of any grace, notice
and/or cure period (in those circumstances for which a grace, notice and/or cure period is otherwise
provided in this Agreement, including, without limitation, Section 8.1), and unless the Project
Sponsor's breach is waived by the CRA in writing, the CRA may, by written notice to the Project
Sponsor, terminate this Agreement upon not less than ten (10) days prior written notice. Said
notice shall be delivered by certified mail, return receipt requested, or by in person delivery with
proof of delivery. Waiver of breach of any provision of this Agreement shall not be deemed to be
a waiver of any other breach and shall not be construed to be a modification of the terms of this
Agreement. The provisions hereof are not intended to be, and shall not be, construed to limit the
CRA's right to legal or equitable remedies.
ARTICLE XI
SUSPENSION
Page 33 of 49
11.1 The CRA may, for reasonable cause, suspend the Project Sponsor's authority to
obligate funds under this Agreement or withhold payments to the Project Sponsor, pending
necessary corrective action by the Project Sponsor, and may include:
(a) Ineffective or improper use of the CRA Funds by the Project Sponsor;
(b) Failure of the Project Sponsor to comply with any material term or provision
of this Agreement and such failure is not cured within any applicable cure
period;
(c) Failure of the Project Sponsor to submit any documents required by this
Agreement; or
(d) The Project Sponsor's submittal of incorrect or substantially incomplete
documents.
11.2 The determinations and actions described in paragraph 11.1 above may be applied
to all or any part of the activities funded pursuant to this Agreement.
11.3 The CRA 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 this Project, the
CRA may utilize any enforcement measures it deems necessary.
12.2 Renegotiation or Modification. Modification of provisions of this Agreement shall
be valid only when in writing and signed by the parties hereto. The parties agree to modify this
Agreement if the CRA determines, in its sole and absolute discretion, that federal, state, and/or
local governmental revisions of any applicable laws or regulations, or increases or decreases in
budget allocations, make changes to this Agreement necessary. The CRA shall be the final
authority in determining whether or not funds for this Agreement are available due to federal, state
and/or local governmental revisions of any applicable laws or regulations, or increases or decreases
in budget allocations.
12.3 Right to Waive. The CRA may, for good and sufficient cause, as determined by
the CRA in its sole and absolute discretion, waive provisions of this Agreement or seek to obtain
such waiver from an appropriate authority. Waiver requests from the Project Sponsor shall be in
writing. A waiver shall not be construed to be a modification of this Agreement.
12.4 Budget and Project Eligibility Activity Title Revisions. Revisions to the Budget
shall be made in writing, and approved in writing by the CRA; however, such revisions shall not
Page 34 of 49
necessitate an amendment hereto unless the amount of the Acquisition CRA Loan to be granted
hereunder is changed, or unless otherwise required by the CRA.
12.5 Disputes. In the event an unresolved dispute exists between the Project Sponsor
and the CRA, the CRA shall refer the issue, including the views of all interested parties and the
recommendation of the CRA, to the Executive Director, his designee, or such other official of the
CRA who shall be authorized to exercise the authority of the Executive Director in this regard (the
"Executive Director") for determination. The Executive Director will issue a determination
within thirty (30) calendar days of receipt of a written request for resolution of the dispute and so
advise the CRA and the Project Sponsor. In the event additional time is necessary, the Executive
Director will notify the interested parties within the thirty (30) day period that additional time is
necessary. The Project Sponsor agrees that the CRA Executive Director's determination shall be
final and binding on all parties, subject only to judicial review.
12.6 Headings. The article and paragraph headings in this Agreement are inserted for
convenience only and shall not affect in any way the meaning or interpretation of this Agreement.
12.7 Proceedings. The Agreement shall be construed in accordance with the laws of the
State of Florida and any proceedings arising between the parties in any manner pertaining or
relating to this Agreement shall, to the extent permitted by law, be held in Miami -Dade County,
Florida.
12.8 Notices and Contact. All notices under this Agreement shall be in writing and
addressed as follows:
To CRA : Omni Redevelopment District Community Redevelopment
Agency
1401 North Miami Ave, 2nd Floor
Miami, FL 33136
Attn: Jason Walker, Executive Director
With Copy To: Victoria Mendez, General Counsel
City of Miami, City Attorney's Office
444 S.W. 2nd Avenue
Miami, FL 33130-1910
To Project Sponsor: 16 Corner Property Owner LLC
7272 NE 6th Court, #5
Miami, Florida 33138
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.
Page 35 of 49
12.10 Entire Agreement. This Agreement and its Exhibits and Schedules described as
follows contain all the terms and conditions of the Agreement between the parties:
Exhibit "A" Legal Description
Exhibit "B" Scope of Work /Project Schedule
Exhibit "C" Budget
Exhibit "D" Form of Disbursement Agreement
Exhibit "E" Affirmative Marketing Procedures and Responsibilities
Exhibit "F" Form of Mortgage
Exhibit "G" Form of Covenant
Exhibit "H" Form of Rent Regulatory Agreement
Exhibit "I" Signage Requirements
Exhibit "J" Additional Insurance Requirements
Schedule A Schedule of Financing
12.11 Waiver of Jury Trial. Neither the Project Sponsor nor its subcontractor(s), nor any
other person liable for the responsibilities, obligations, services and representations herein, nor any
assignee, successor, heir or personal representative of the Project Sponsor, its subcontractors or
any other person or entity shall seek a jury trial in any lawsuit, proceeding, counterclaim or any
other litigation procedure based upon or arising out of this Agreement, or the dealings or the
relationship between or among such persons or entities, or any of them. Neither the Project
Sponsor nor its subcontractors, nor any other person or entity will seek to consolidate any such
action in which a jury trial has been waived with any other action. The provisions of this paragraph
have been fully discussed by the parties hereto, and the provisions hereof shall be subject to no
exceptions. Neither party to this Agreement has in any manner agreed with or represented to any
other party that the provisions of this paragraph will not be fully enforced in all instances.
12.12 CRA Resolution Award. The CRA resolution making the award and decisions of
the Board of the CRA dated February 22, 2018 and supporting documents (collectively, "Award
Memoranda") are hereby incorporated by reference. To the extent of any conflict between the
Award Memoranda and the CRA Loan Documents and when interpreting the intent of the CRA
Loan Documents, whichever provision is strictest will control. To the extent of any conflict
between the Award Memoranda, the most recent Award Memorandum controls.
12.13 Governing Law and Venue. This Agreement shall be construed and enforced
pursuant to the laws of the State of Florida, excluding all principles of choice of laws, conflict of
laws and comity. Any action pursuant to a dispute under this Agreement must be brought in Miami -
Dade County and no other venue. All meetings to resolve said dispute, including voluntary
arbitration, mediation, or other alternative dispute resolution mechanism, will take place in this
venue. The parties both waive any defense that venue in Miami -Dade County is not convenient.
[Signature Page Follows]
Page 36 of 49
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their undersigned officials as duly authorized.
PROJECT SPONSOR:
16 CORNER PROPERTY OWNER, LLC, a
Florida limited liability company
WITNESSES: By: 16 Corner, LLC, its Manager
Print Name: .',srfil bey-r
Print Name: /N ,1 /243 rs/`
16 Corner Property Owner, LLC Address:
Attn: Avra Jain
7272 NE 6th Court, Ste. 5
Miami, Florida 33138
STATE OF FLORIDA
By:
Avra Jain, M ager
Date:
ACKNOWLEDGMENT
COUNTY OF MIAMI-DADE )
THFOREGOING INSTRUMENT was acknowledged before me on this day of
, 2018 by Avra Jain, as Manager of 16 Corner, LLC, the manager of 16
CORNN R PROPERTY OWNER, LLC, a Florida limited liability company, who is nersonalhy
known to me or who produced a as identification.
My Commission Expires:
•.uiv P...,,, INES MORALES
Notary Pubic —State of Florida
.
'•—'•- Commission 1 GG 135136
My Comm. Expires Aug 18, 2021
Boded through National Notary Assn.
Signature of Notary Public, State of Florida
/,t,es /4?0ti.c./J
Printed Name of Notary Public
Page 37 of 49
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their undersigned officials as duly authorized.
ATTEST:
CRA.
OMNI REDEVELOPMENT DISTRICT
COMMUNITY REDEVELOPMENT AGENCY
of the City of Miami, a public agency and body
corporate created pursuant to Section 163.356,
Florida Statutes ("CRA")
of the Board Jason W ker, Executive Director
Date: `7 3Q Iffe
APPROVED AS TO INSURANCE APPROVED AS TO FORM AND
REQUIREMENTS
Ann -Marie Sharpe
Director of Risk Mjmagement
CORRECTNESS:
V F toria Me dez
General Counsel
RFa
Page 38 of 49
EXHIBIT "A"
LEGAL DESCRIPTION OF THE PROPERTY
Page 39 of 49
EXHIBIT A - Le=,4a1 Description
1541 NW 1st Place, Miami, Florida:
WADDELLS ADD PB B-53
LOT 2 LESS W5FT ST BLK 37
LOT SIZE 60.000 X 95
OR 12755-525 1285 5
COC 22454-0707 06 2004 2
1535 NW 1st Place, Miami, Florida:
WADDELLS ADD PB B-53
LOT 3 LESS W5FT ST BLK 37
LOT SIZE 60.000 X 95
OR 12755-528 1285 5
COC 22454-0707 06 2004 2
1540 NW 1st Court, Miami, Florida:
WADDELLS ADD PB B-53
LOTS 1 &4&5
LOT SIZE 180.000 X 100
OR 20490-2707 0602 1
COC 21874-0870/24915-4257 0703 4
COC 21874-8701 26120- 0955 0703 4
EXHIBIT "B"
SCOPE OF WORK /PROJECT SCHEDULE
Page 40 of 49
16 CORNER, LLC
SPECIFIC SCOPE OF WORK
Project overview:
The Developer intends to renovate existing multi -family residential units, which are located in the OMNI CRA in
Miami -Dade County. The apartments, once renovated, are intended to be leased to the existing residents and
as units become available to be leased to new tenants who are qualified under the affordable housing criteria.
The Property consists of three parcels (Five separate buildings) within the OMNI CRA. They border the
Overtown CRA along the north -south axis of NW 1st PI, and provide a critical node to one of the more
challenging areas bounding the district. By providing 44 units of exemplary affordable housing stock, the
Developer hopes to catalyze affordability, while maintaining the historic and community ties existing in the
neighborhood.
Mire is Pz pertyytocatiarr Mow: Googte earth and boundanes inxe [AA GR,ti.
Project deliverables:
The Developer commits to a period of up to 30 years, under the following guidelines. Mixed -income residential
housing includes units affordable to persons with incomes of 80% or Tess of AMI. This will provide:
Workforce (140% AMI) housing
Moderate (115% AMI) income units
Low (60% AMI) income units
20% (9 units)
20% (9 units)
60% (26 units)
The Property consists of three parcels (five separate buildings) within the OMNI CRA:
1. 1541 NW 1ST PI (1 building, 10 units)
2. 1535 NW 1st PI (1 building, 10 units)
3. 1540 NW 1st Ct (3 buildings, 24 total units, 8 units per building)
The Development consists of a total of 44 units; with the unit break -down as follows:
12 Studio Unit
20 One Bedroom, One Bath Unit
6 Two Bedroom, One Bath Unit
6 Three Bedroom, Two Bath Unit
✓ ft C> is C Apropertes
OMB CRAbourdaryy
1541 NW 1sl Piers
15745 NW 10 Roca
1640 NW 1s1 Court
Flgwe 2 Areani paw* imuffaittc. Source: eoogte Earth aidbraadaties f ra of fJc taxn
Protect scope:
The Developer commits to undertake the necessary renovation of the Development. The general renovation
package, which the Developer intends to make in each of the units requiring renovation, consists of:
• All upgrades to meet fire safety code.
• If any of the roofs of the buildings at the existing site roof needs repair or replacement, the re -roofing
will consist of minimum 15-year expected life and warranty on new roofs and Energy Star qualified
roof coating and roofing materials.
• New heating, ventilation and air conditioning system in all units with a minimum SEER rating of 16.
• Energy Star qualified water heater in all units.
• Code -compliant impact windows with energy saving UV tint.
• Exterior doors replaced with fire rated metal doors.
• Ceramic, porcelain or comparable flooring throughout each entire unit.
• Energy Star qualified refrigerator, dishwasher and full-size range and oven in all units.
• The Developer will install new cabinets with granite or comparable counter tops, and a new sink and
faucet.
• The Developer will install new bathroom cabinets, sinks, fixtures, toilets, tubs or showers. The
Developer will install ceramic, porcelain or comparable tile bathroom floors and walls at bathing
areas.
• Water sense certified faucets, toilets and showerheads with flow of 2.2 gallons per minute or less in all
bathrooms requiring renovation.
• Code compliant site lighting.
• Appropriate landscaping and fencing.
• Termite prevention and pest control throughout the entire affordability period.
Upon completion of the renovation, all units in the Development will comply with the standards of the
Americans with Disabilities Act, as applicable to the renovation of buildings of the age of these buildings in the
Development.
The Developer is committed to preserve and protect the environment and will install new Energy star -rated
appliances and air conditioning equipment throughout the Development. The Developer will explore solar
power solutions to help reduce utility costs to tenants and to promote the City's commitment to "sustainability"
PROJECT SCHEDULE
Units in the Development will be renovated on a unit -by -unit basis. The Developer expects to begin delivering
units within six months from the commencement of work, with a completion date dependent on the cooperation
of in -place tenants.
The Developer will honor the existing leases and will work to keep tenants on property during renovation by
temporarily relocating tenants to unoccupied units within the Development site and placing them back into their
renovated units upon completion, as the Developer successfully managed under the County Surtax renovation
projects.
Project Milestones:
Approval of OMNI CRA grant: February 22, 2018
Property closing date: July 31, 2018
Project commencement date: August 6, 2018
First building (1540 NW 1 Ct) completed (6 months from commencement): February 4, 2019
Total project completion (24 months from commencement): August 3, 2020
Final project closeout date: August 17, 2020
Final completion date depends on how many units the Developer will be able to renovate concurrently. The
goal is to renovate at least 4 units every two months with the initial building completed six months from the
project commencement clue to permitting allowances.
Draw schedule:
The total $2 million renovation budget will be released in 4 increments of $500,000 draws to be set aside by
the OMNI CRA:
1. Draw #1: $500,000 (target date July 31, 2018)
2. Draw #2: $500,000 (target date February 4, 2019)
3. Draw #3: $500,000 (target date July 31, 2019)
4. Draw #4: $300,000 (target date February 4, 2020)
5. Final completion: $200,000 (target date August 3, 2020)
Upon the release of $400,000 of $500,000 draw, the OMNI CRA will review work in place to confirm
performance. Upon review approval by the OMNI CRA, the Developer would be issued the next $500,000
draw. The final draw will initially total $300,000 of the $500,000 to represent a 10% retainage. Upon
reviewing the $1 .8 million spent to date, OMNI CRA would release the last $200,000 at final completion. This
will allow the Developer to move quickly on the renovations to minimize delays and allow existing tenants to
return to their units as soon as possible. A monthly checkbook register will be sent to OMNI CRA for review.
EXHIBIT "C"
BUDGET
Page 41 of 49
BUDGET
The Omni CRA will grant $2 million to restore the property, and lend the developer $1.8 million to maintain
low rents For the next 30 years.
Per unit estimates ("'$45,000/unit)
Contingencies
$500.00
Insurance
$1,100.00
Permitting
$200.00
Overhead
$0.00
Hard costs
Project manager
$4,500.00
Site Improvements
Landscaping/Beautification*
$1,250.00
Pest control
$250.00
Site lighting
$350.00
Trash removal*
$1,500.00
Fencing _
$1,000.00
Mechanical, Electrical, Plumbing
AC units
$950.00
Electrical
$4,500.00
Plumbing
$5,000.00
Exterior
Concrete Repairs and Stucco
$1,000.00
Roof
$2,000.00
Windows
$2,700.00
Exterior paint*
$1,000.00
Interior
Demolition*
$2,500.00
Drywall*
$2,500.00
Flooring*
$2,500.00
Insulation*
$900.00
Framing
$1,000.00
Doors, Closets, and Baseboards*
$2,500.00
Appliances
$1,000.00
Countertops
$800.00
Kitchen cabinets
$1,600.00
Bathroom tile*
$400.00
Interior paint*
$1,200.00
Interior lighting
$300.00
Total
$45,000.00
Estimated line items for the project renovation are based on two scattered sites completed under the Miami -
Dade County Surtax Program in Little Haiti. Renovations are completed on a case -by -case basis and are
dependent on the existing condition of the 1950's concrete structures.
*Efforts will be made to work with local contractors, subcontractors, and job training programs in the OMNI
CRA area. Jobs with an asterisk indicate that the development team will reached out to the following job
placement programs based in OMNI/Overtown for those skill sets: Chapman Partnership and Career Source.
EXHIBIT "D"
FORM OF DISBURSEMENT AGREEMENT
Page 42 of 49
DISBURSEMENT AGREEMENT FOR
16 Corner Property Owner. LLC
This Disbursement Agreement for Omni Redevelopment District Community
Redevelopment Agency (this "CRA Disbursement Agreement") is made as of this day of
, 2018 by and between 16 CORNER PROPERTY OWNER, LLC, a Florida
limited liability company (hereinafter the "Project Sponsor"), and the OMNI
REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public
agency and body corporate created pursuant to Section 163.356, Florida Statutes, with a principal
office located at 1401 N. Miami Avenue, Miami, FL, 33136 (hereinafter the "CRA").
RECITALS
WHEREAS, the Project Sponsor is the owner to the real property ("Property")
described in Exhibit "A." The Project Sponsor is acquiring and renovating an existing affordable
housing project known as the 16 Corner (the "Project") that will increase the supply of rental
housing units for Very Low and Low Income Households, by rehabilitating and maintaining
affordable rental units.
WHEREAS, on February 22, 2018, the Board of Directors of the CRA ("Board") approved
funding for the Project in the amount of $1,800,00.00 for acquisition and $2,000,00.00 (the
"Construction CRA Funds") for Project hard and soft construction costs (the "CRA Funds");
and
WHEREAS, on February 22, 2018, the Board also stipulated that the CRA funding of this
project is on condition that the local Mt. Zion CDC retain part equity in the real property to be
acquired; and
WHEREAS, the CRA and the Project Sponsor intend and agree that the CRA Funds be
subject to the terms and conditions of this Agreement.
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 CRA agree as follows:
ARTICLE I
DISBURSEMENT PROCEDURE
1.1 The CRA Disbursement Agreement establishes the conditions and process under
which the CRA Funds will be disbursed to the Project Sponsor. The Project Sponsor may not
request disbursement of funds pursuant to this CRA Disbursement Agreement until such funds are
needed for the reimbursement of eligible costs and other costs as approved by the CRA with the
exception of the first draw advance. Provided the CRA is obligated to disburse the CRA Funds
pursuant to that certain Acquisition Forgivable Loan Agreement for 16 Corner Property Owner,
LLC (the "Acquisition Loan A=oreement") and/or that certain Construction Forgivable Loan
Agreement for 16 Corner Property Owner, LLC (the "Construction Loan Agreement;" and
together with the Acquisition Loan Agreement, collectively, the "Loan Agreements"), the CRA
will disburse such funds in accordance with this Article I.
Page 1 of 7
1.2 The CRA will at closing disburse $1,800,000.00 in compliance with the Acquisition
Loan Agreement. In addition the Project Sponsor will submit requests for the construction
rehabilitation of the units within the Project. The Project Sponsor shall (in accordance with the
terms of this CRA Disbursement Agreement) submit draw requests for the Construction CRA
Funds, which draw requests will be submitted not more frequently than one (1) time per month.
The Project Sponsor will submit or cause to be submitted the following documentation to the CRA:
(a) Hard Costs:
(i) A Request for Disbursement, in a form reasonably acceptable to the CRA,
setting forth such details concerning construction of the Project as the CRA shall reasonably
require, including: the amount paid to date to the General Contractor constructing the Project (the
"Contractor") and pursuant to the contract for the construction of the Project between the Project
Sponsor and the Contractor (the "Construction Contract"); the amounts, if any, paid directly by
the Project Sponsor to subcontractors of the Contractor and material men; the amount then
currently payable to the 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 CRA 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.
(ii) Applications for receiving Construction CRA Funds for reimbursement of
hard costs will include a Memorandum of Advance and such architectural documents as the CRA
may reasonably require. The CRA 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 (in all
material respects) with approved final plans and specifications of the Project; and such other
matters as the CRA may reasonably require. Lien waivers/releases shall be submitted to the CRA
Inspector for review and approval before each disbursement. If the CRA requires that its title
insurance policy be updated, the Project Sponsor shall also submit to the title insurance company
all lien waivers/releases in connection with each proposed draw. All costs associated with the title
insurance company updating the title insurance policy shall be paid by the Project Sponsor.
(b) Soft Costs:
(i) A Request for Disbursement, in a form acceptable to the CRA, together
with: (a) original invoices of those costs for which the Project Sponsor is requesting disbursement
(If 50% or less of a soft cost is being requested from the CRA, a copy of the invoice can accompany
the Request for Disbursement.), and (b) copies of the Project Sponsor's checks in payment of each
soft cost for which disbursement is being requested.
(ii) Within sixty (60) days of the date of each Request for Disbursement, the
Project Sponsor shall submit to the CRA copies of its cancelled checks confirming final payment
of each cost included in such Request for Disbursement.
Page 2 of 7
(iii) Each Request for Disbursement of soft costs must be signed by the Project
Sponsor.
(c) Such other information and documents as the CRA may reasonably require.
(d) Each Request for Disbursement shall constitute a representation and certification
by the Project Sponsor and the Contractor to the CRA 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 good and 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 CRA;
(iii) The Project as then completed does not violate any law, ordinance, rule,
regulation, or order or decree of any court or governmental authority;
(iv) No Event of Default has occurred and is continuing and there is no
continuing default under the Construction Contract; and
(v) The Project Sponsor, the Contractor and each subcontractor has complied
with all Federal, state and local laws and regulations relating to labor standards and with HUD
Handbook 1344.1.
1.3 The CRA Inspector will review the work that is incorporated into the Project and
for which each Request for Disbursement of the Construction CRA Funds is submitted. The CRA
Inspector will review and approve (such approval not to be unreasonably withheld, conditioned or
delayed) the final plans and specifications for the Project and will review and approve (such
approval not to be unreasonably withheld, conditioned or delayed) the draw requests based on the
percentage of work completed. The CRA Inspector's reviews, approvals, and conclusions shall
be for the sole benefit of the CRA.
All construction change orders must receive the prior written approval (such approval not
to be unreasonably withheld, conditioned or delayed) of the CRA Inspector or Executive Director.
Change orders that have not received the prior written approval of the CRA Inspector or Executive
Director shall not be approved for payment/reimbursement by the CRA.
1.4 Within two (2) 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 CRA
will notify the CRA Inspector of the need to inspect the progress of construction work at the Project
(the "Notification") and shall forward to the CRA Inspector the Request for Disbursement that
has been delivered by the Project Sponsor.
Page 3 of 7
1.5 The CRA Inspector shall complete its inspection and submit its report to the CRA
within five (5) working days of receipt of the Notification.
1.6 If the CRA finds the materials submitted by the Project Sponsor and the report of
inspection by the CRA Inspector to be satisfactory to the CRA and in accordance with the Loan
Agreements, the CRA shall fund to the Project Sponsor the sum requested by the Project Sponsor
or such lower sum as the CRA reasonably deems appropriate based in the CRA Inspector's report.
1.7 The CRA shall fund disbursements of the Construction CRA Funds by no later than
Ten (10) working days after it has received both the Request For Disbursement, in the form
required by Section 1.2 hereof, and the inspection report of the CRA Inspector, in the form required
by Sections 1.2 and 1.3 hereof.
1.8 The CRA shall retain five percent (5%) of each Request for Disbursement for hard
costs relating to a specific building in the Project, until the earlier to occur of (i) the date that the
building for which such 5% is being retained receives a Certificate of Occupancy, Certificate of
Completion, or similar certificate (as applicable) or (ii) the date all units within such building have
been fully rehabilitated. The additional retainage release conditions shall also apply: (the
"Retainage Release Condition").
(a) Receipt by CRA of satisfactory evidence of the completion
of the improvements (with respect to the building for which the retainage is being released)
substantially in accordance with the plans and specifications for the improvements as provided by
the Project Sponsor to the CRA and;
(b) Receipt by CRA of a certificate or report from the CRA's
construction inspector verifying (based on a site inspection) the completion of the improvements
(with respect to the building for which the retainage is being released) substantially in accordance
with the plans and specifications for the improvements as provided by the Project Sponsor to the
CRA.
The CRA shall release such 5% retainage within thirty (30) business days of Project Sponsor's
satisfaction of the Retainage Release Condition, provided that the CRA has received customary
waivers and releases of lien from the contractor and each subcontractor and/or supplier which have
delivered a statutory notice to owner to Project Sponsor. Notwithstanding the foregoing, the CRA
shall not be required to release the final $50,000 of the Construction CRA Funds under the
Construction Loan Agreement until such time that the CRA has received reasonable confirmation
of the completion of the Scope of Work (as described in the Construction Loan Agreement) of the
CRA's Affordable Units, and, at the Project Sponsor's sole cost: a Final Cost Certification
prepared by an independent certified public accountant, a rent roll for the Project, and a release of
liens from all Project contractors and subcontractors, in form and substance reasonably acceptable
to the CRA.
1.9 The CRA reserves the right to refuse to fund any disbursement request(s) in the
event that the CRA determines that the Project and/or the Project Sponsor are not in compliance
with any local, state or federal law or requirement.
Page4of7
1.10 Disbursements for other than hard costs, if permitted pursuant to the Loan
Agreement, shall be made in accordance with this CRA Disbursement Agreement.
1.11 The CRA shall not fund any draw request in an amount that exceeds the CRA's
initial contribution percentage of the entire development cost of the Project.
1.12 Notwithstanding anything herein to the contrary, simultaneously with the full
execution of this CRA Disbursement Agreement and all other documents to be executed by the
Project Sponsor and the CRA in connection with the CRA Funds, the CRA shall disburse to the
Project Sponsor an initial disbursement of the Construction CRA Funds in the amount of Five
Hundred Thousand ($500,000.00) (the "Construction Ramp -Up Funds") to be used by Project
Sponsor in connection with hard and soft costs for the Project. The Construction Ramp -Up Funds
are in addition to the $1,800,000 being disbursed (per Section 1.2 above) in connection with the
acquisition of the Project.
ARTICLE II
MISCELLANEOUS
2.1 This CRA Disbursement Agreement may only be amended in writing by all the
parties hereto.
2.2 This CRA Disbursement Agreement, the Loan Agreements 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 CRA
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
CRA Loan Documents.
[Signature Page Follows]
Page 5 of 7
who produced a
IN WITNESS WHEREOF, this CRA Disbursement Agreement has been executed by the
Project Sponsor and the CRA on the date first above written.
WITNESSES:
Print Name: {-evert 4 (r(l ro b'e* e-V'
/-2'7n•
Print Name: /I) :S /Yo/t #4--C Ef
16 Corner Property Owner, LLC Address:
Attn: Avra Jain
7272 NE 6th Court, Ste. 5
Miami, Florida 33138
STATE OF FLORIDA
PROJECT SPONSOR:
16 CORNER PROPERTY OWNER,
LLC, a Florida limited liability company
By: 16 Corner, LLC, its Manager
By:
Avra Jain, Mflager
Date:
ACKNOWLEDGMENT
COUNTY OF MIAMI-DADE )
THE FfJREGOING INSTRUMENT was acknowledged before me on this 2 day of
, 2018 by Avra Jain, as Manager of 16 Corner, LLC, the manager of 16 CORNER
PROPERT, OWNER, LLC, a Florida limited liability company, who is personally known to me or
/ tf as identification.
Signature of Notary Public, State of Florida
/N6p ��
My Commission Expires:
`INES MORALES
I
NotaryPublic-StateofFlorida
• Commission > GG 135136
d. My Comm. Expires Aug 18, 2021
�' .•' Bonded through Natiora&NctaryAssr.
Printed Name of Notary Public
Page 6 of 7
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their undersigned officials as duly authorized.
ATTEST:
CRA:
OMNI REDEVELOPMENT DISTRICT
COMMUNITY REDEVELOPMENT AGENCY
of the City of Miami, a public agency and body
corporate created pursuant to Section 163.356,
Florida Statutes ("CRA")
By:
Todd Hannon, =r of the Board
Date: -730 I
APPROVED AS TO FORM AND
CORRECTNESS:
'ictoria endez
General Counsel
frN
Jason Walker, x : tive Director
Page 7 of 7
EXHIBIT "E"
AFFIRMATIVE MARKETING PROCEDURES AND RESPONSIBILITIES
Page 43 of 49
EXHIBIT "F"
FORM OF MORTGAGE
Page 44 of 49
This ' ent has been electronically recorded
6" t S1 in Official Records Book
3) 04 a , Page y7/6 , or Instrument
No. , of the Public Records
of h / A-t 1— 4. County, Florida.
Prepared by, and after recording return to:
Victoria Mendez, Esq.
General Counsel for the Omni CRA
City Attorney, City of Miami
444 S.W. 2nd Avenue
Miami, FL 33130-1910
Tel: (305) 416-1800
Property Address: 1541 NW 1st Place, Miami, Florida, 1535 NW 1st Place, Miami, Florida, 1540 NW 1st Court,
Miami, Florida.
MORTGAGE AND SECURITY AGREEMENT FOR
16 CORNER PROPERTY OWNER, LLC
THIS MORTGAGE AND SECURITY AGREEN ENT (hereinafter referred to as the
"Mortgage"), is executed and delivered the 7,(Q day of , 2018 by 16 CORNER
PROPERTY OWNER, LLC, a Florida limited liability compan_ whose address is 7272 NE 6th
Court, #5, Miami, Florida 33138 (hereinafter collectively called "Mortgagor"), to the OMNI
REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public
agency and body corporate created pursuant to Section 163.356, Florida Statutes, with a principal
office located at 1401 N. Miami Avenue, Miami, FL, 33136 (hereinafter called "Mortgagee").
WITNESSETH THAT:
FOR GOOD AND VALUABLE CONSIDERATION and also in consideration of the
aggregate sum named in the promissory note from the Mortgagor in favor of the Mortgagee, in the
original principal amount of One Million Eight Hundred Thousand and 00/100 Dollars
($1,800,000.00) (the "Note"), the Mortgagor does grant, bargain sell, alien, remise, release, convey
and confirm unto the Mortgagee, in interest, that certain tract of land which the Mortgagor is now
seized and possessed and in actual possession, situate in Miami -Dade County, State of Florida,
legally described as follows:
SEE EXHIBIT "A" ATTACHED HERETO
TOGETHER WITH all structures and improvements now and hereafter located thereon,
the rents, issues and profits thereof, all furniture, furnishings, fixtures and equipment now located
thereon, and also all gas and electric fixtures, heaters, air conditioning, equipment, machinery,
motors, baths, tubs, sinks, water closets, faucets, pipes and other plumbing and heating fixtures,
refrigerators, blinds, and other window treatments, which are now or may hereafter pertain to or
be used with, in or on said premises, and which, even though they be detached or detachable, are
and shall be deemed to be fixtures and accessions to the freehold and a part of the realty, and all
additions thereto and replacements thereof, which real property, improvements and personalty
shall hereinafter collectively be referred to as the "Mortgaged Property".
TO HAVE AND TO HOLD the same, together with all tenements and hereditaments and
appurtenances, unto the Mortgagee in ownership estate.
The Mortgagor does covenant with the Mortgagee that Mortgagor is indefeasibly seized of
a estate in the Mortgaged Property that the Mortgagor has full power and lawful right to convey
as aforesaid; that the Mortgaged Property is free from all encumbrances except as specified on
Exhibit "B" hereto; that the Mortgagor will make such further assurances to perfect the fee simple
title to the Mortgaged Property in the Mortgagee as may reasonably be required; and that the
Page 1 of 15
Mortgagor does hereby fully warrant the title to the Mortgaged Property, and will defend the same
against the lawful claims of all persons claiming by, through, or under Mortgagor, but against none
other.
PROVIDED ALWAYS, that if the Mortgagor shall either (i) comply with the terms of the
Loan Agreement (as defined below) providing for the forgiveness of the Note, or (ii) pay unto the
Mortgagee or otherwise perform and fulfill its obligations with respect to the indebtedness and
obligations evidenced by the Note, and shall perform, comply with and abide by each and every
one of the stipulations, agreements, conditions and covenants of the Note, this Mortgage and the
Acquisition Forgivable Loan Agreement by and between Mortgagor and Mortgagee and dated on
or about the date hereof (the "Loan Agreement") and the other loan documents executed in
connection herewith and therewith (hereinafter jointly referred to as the "Loan Documents"), then
this Mortgage and the estate thereby created shall cease and be null and void.
AND THE MORTGAGOR HEREBY COVENANTS AND AGREES AS
FOLLOWS:
1. PERFORMANCE OF NOTE AND MORTGAGE. In the event that the
Mortgagor fails to comply with the terms of the Loan Agreement providing for the forgiveness of
the Note, then the Mortgagor shall pay or otherwise fully perform its obligations with respect to
the payment of all and singular the principal, interest and other sums of money payable by virtue
of the Note and this Mortgage, or either, promptly on the days when the same severally become
due and payable, and shall perform, comply with and abide by each and every of the stipulations,
agreements, conditions and covenants set forth in the Note, this Mortgage and the Loan
Documents.
2. TAXES AND OTHER CHARGES. The Mortgagor shall pay when due
and payable and before any interest, charge or penalty is due thereon, without any deduction,
defalcation or abatement, all taxes, assessments, levies, liabilities, obligations, encumbrances,
water and sewer rents and all other charges or claims of every nature and kind which may be
imposed, suffered, placed, assessed, levied, or filed at any time against this Mortgage, the
Mortgaged Property or any part thereof or against the interest of the Mortgagee therein, or which
by any present or future law may have priority over the indebtedness secured hereby either in lien
or in distribution out of the proceeds of any judicial sale, without regard to any law heretofore or
hereafter to be enacted imposing payment of the whole or of any part upon the Mortgagee; and
insofar as any such tax, assessment, levy, liability, obligation or encumbrance is of record, the
same shall be promptly satisfied and discharged of record and the original official document (such
as, for instance, the tax receipt or the satisfaction paper officially endorsed or certified) shall be
placed in the hands of the Mortgagee no later than such dates; provided, however, that if the
Mortgagor in good faith and by appropriate legal action shall contest the validity of any such items
or the amount thereof, and shall have established on its books a reserve for the payment thereof in
such amount as the Mortgagee may reasonably require, then the Mortgagor shall not be required
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
Page 2 of 15
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. Intentionalh Deleted.
4. ATTORNEYS' FEES AND COSTS. The Mortgagee shall recover from the
Mortgagor, and this Mortgage shall secure payment of, all and singular the costs, charges and
expenses, including but not limited to, reasonable attorney's fees, including but not limited to those
for all trial, appellate, and bankruptcy litigation, including litigation for the amount as well as the
entitlement to such, costs, charges, and expenses, because of the failure on the part of the
Mortgagor to perform, comply with, and abide by, each and every of the stipulations, agreements,
conditions and covenants of the Note, this Mortgage, or any of the other Loan Documents, or
either, whether or not suit is brought, and every such payment made by the Mortgagee shall bear
interest from the date thereof at the maximum rate permitted by law.
5. INSURANCE. The Mortgagor shall keep the buildings and improvements
now or hereafter erected on the Mortgaged Property continuously insured under a policy or policies
providing coverage on an "all risk" basis, in a sum not less than full insurable value, including
flood insurance if requested by the Mortgagee, in a company or companies acceptable to the
Mortgagee. The policy or policies of insurance shall be held by and be payable to the Mortgagee.
In the event any sum of money becomes payable under such policy or policies, the Mortgagee shall
have the option to receive and apply the same on account of the indebtedness secured by this
Mortgage or to permit the Mortgagor to receive and use it, or any part thereof, for other purposes,
without thereby waiving or impairing any equity lien or right under or by virtue of this Mortgage.
In the event the Mortgagor fails to procure and maintain the insurance coverage required hereby,
the Mortgagee may procure and pay for such insurance or any part thereof, without waiving or
affecting its option to foreclose this Mortgage, or any right thereunder. Each and every such
payment made by the Mortgagee shall be secured by this Mortgage; shall be due and payable on
demand; and, shall bear interest from the date each such payment is made at the maximum rate
permitted by law. Notwithstanding contained herein, Mortgagee will not exercise its option to
receive and apply the insurance funds to the indebtedness if there has not been an event of default
under the Loan Documents and Mortgagor demonstrates there are sufficient funds to rebuild, repair
or restore the improvements on the Mortgaged Property. The rights of Mortgagee under this
Section 5 are expressly subject to any Permitted Senior Financing.
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.
Page 3 of 15
7. EXISTING/OTHER MORTGAGES AND OBLIGATIONS. Any default in
the payment or terms and conditions of any existing or other mortgage(s), or any modification
and/or acceptance of future advances from any existing or other mortgage(s), other than in
connection with the Permitted Senior Financing without notice and approval of Mortgagee, shall
constitute a default hereunder and the Mortgagee, at its option, may declare all sums due and
payable and accelerate the entire indebtedness. The Mortgagee may, at its option, and without
waiving its right to accelerate the indebtedness hereby secured and to foreclose the same, pay either
before or after delinquency any or all of those certain obligations required by the terms hereof to
be paid by the Mortgagor for the protection of the Mortgage security or for the collection of the
indebtedness hereby secured. All sums so advanced or paid by Mortgagee shall be charged into
the mortgage account, and every payment so made shall bear interest from the date thereof at the
delinquent rate specified in said Note, and become an integral part thereof, subject in all respects
to the terms, conditions and covenants of the aforesaid Note, and this Mortgage, as fully and to the
same extent as though a part of the original indebtedness evidenced by said Note and secured by
this Mortgage, excepting however, that said sums shall be repaid to the Mortgagee within fifteen
(15) days after demand by the Mortgagee to the Mortgagor for said payment.
8. INSPECTION. The Mortgagee, and any persons authorized by the
Mortgagee, shall have the right at any time, upon reasonable notice to the Mortgagor, to enter the
Mortgaged Property at a reasonable hour to inspect and photograph its condition and state of repair,
subject to the rights of tenants under the terms of their leases.
9. ACCELERATION OF MATURITY. That (a) in the event of any breach of
this Mortgage or default on the part of the Mortgagor, which is not cured within thirty (30) days
following written notice from the Mortgagee, or if such default cannot practicably be cured within
thirty (30) days, then within such additional time as may be required to effect a cure, so long as (i)
the cure is commenced within thirty (30) days and is diligently prosecuted and (ii) the lack of a
cure during such continuing cure period has no material adverse effect on the Mortgaged Property,
or (b) in the event any of said sums of money herein referred to be not promptly and fully paid
within fifteen (15) days next after the same severally become due and payable, without demand or
notice; or (c) in the event each and every stipulation, agreement, condition and covenants of the
Note, this Mortgage, or any of the Loan Documents, are not duly, promptly and fully performed,
discharged, executed, effected, completed, complied with and abided by, following the applicable
notice and cure periods; or (d) in the event the Mortgagor shall fail, within ten (10) days written
notice by the Mortgagee to execute a Mortgagor's certificate in favor of any assignee or prospective
assignee of the Mortgagee's interest hereunder which certificate shall contain such
acknowledgments, affirmations, and covenants as may be reasonably required to enable the
Mortgagee to assign their interest hereunder, or (e) upon the rendering by any court of last resort
of a decision that an undertaking by the Mortgagor as herein provided to pay taxes, assessments,
levies liabilities, obligations and encumbrances is legally inoperative or cannot be enforced, or in
the event of the passage of any law changing in any way or respect the laws now in force for the
taxation of mortgages or debts secured thereby, or the manner of collection of any such taxes, so
as to materially adversely affect this Mortgage or the debt secured hereby; or (f) in the event there
exists an event of default under and pursuant to the terms of any other obligation of any kind or
nature whatsoever of the Mortgagor to the Mortgagee, direct or contingent, whether now existing
Page 4of15
or hereafter due, existing, created or arising, then in either or any such event, the said aggregate
sum mentioned in said Note then remaining unpaid, with interest accrued, and all monies secured
hereby shall become due and payable forthwith, or thereafter, at the option of the Mortgagee, as
fully and completely as if all of the sums of money were originally stipulated to be paid on such
day, anything in the Note and/or in this Mortgage to the contrary notwithstanding; and thereupon
or thereafter, at the option of the Mortgagee, without notice or demand, suit at law or in equity,
therefore, or thereafter begun, may be prosecuted as if all money secured hereby had matured prior
to its institution.
10. NO ADDITIONAL FINANCING. Except as set forth in Section 5.17
("Permitted Senior Financing") of the Loan Agreement, the Mortgagor hereby covenants and
agrees that Mortgagor shall not procure any other financing in connection with the Mortgaged
Property without the prior written consent of the Mortgagee, such consent not to be unreasonably
withheld, conditioned or delayed.
11. DEFENSE OF MORTGAGED PROPERTY AND MORTGAGE. If any
action or proceeding shall be commenced by any person other than the Mortgagee, and the
Mortgagee is made a party, or in which it shall become necessary for the Mortgagee to defend or
take action to uphold or defend the lien of this Mortgage, all sums paid or incurred by the
Mortgagee for the expense of any litigation, including court costs and reasonable attorneys' fees
incurred in any trial, appellate, and bankruptcy proceedings, to prosecute or defend the rights and
liens created by this Mortgage shall be paid by the Mortgagor, together with interest thereon at the
maximum rate permitted by law from the date thereof, and any such sum and interest thereon shall
be a claim upon the Mortgaged Property, attaching or accruing subsequent to the lien of this
Mortgage, and shall be secured by the lien of this Mortgage.
12. CONDEMNATION. In the event the Mortgaged Property or any part
thereof shall be condemned under the power of eminent domain, the Mortgagee shall (in the event
that (i) such taking shall prevent the Mortgagor from being able to operate the Mortgaged Property
in a manner substantially consistent to the manner operated prior to such taking, and (ii) there are
not sufficient funds from any award in connection with such taking to rebuild, repair or restore the
improvements on the Mortgaged Property) have the right to demand that all damages awarded for
such taking be paid to the Mortgagee and shall be entitled to receive same, up to the aggregate
amount then remaining unpaid on the Note and this Mortgage, and any such sums shall be applied
to the payments last payable thereof. The rights of Mortgagee under this Section 12 are expressly
subject to any Permitted Senior Financing.
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
Page 5 of 15
satisfied and canceled of record by the holders thereof at or about the time of the recording of this
Mortgage.
14. APPOINTMENT OF RECEIVER. At any time while a suit is pending to
foreclose or to reform this Mortgage or to enforce any claims arising hereunder, the Mortgagee
may apply to a court of appropriate jurisdiction for the appointment of a receiver, and such court
shall forthwith appoint a Receiver of the Mortgaged Property, including all and singular the
income, profits, rents, issues and revenues from whatever source derived. The Receiver shall have
all the broad and effective functions and powers in anywise entrusted by a court to a Receiver, and
such appointment shall be made by such court as an admitted equity and as a matter of absolute
right to the Mortgagee without reference to the adequacy or inadequacy of the value of the
Mortgaged Property, or to the solvency or insolvency of the Mortgagor or the Defendants. All
income, profits, rents, issues and revenues collected by the Receiver shall be applied by such
Receiver according to the lien of this Mortgage, and the practice of such court.
15. NO TRANSFER OF MORTGAGED PROPERTY. It is expressly agreed
that should the Mortgagor convey title to the Mortgaged Property or, except as set forth in Section
6.5 of the Loan Agreement and that certain Construction Forgivable Loan Agreement by and
between Mortgagor and Mortgagee and dated on or about the date hereof, any legal or equitable
interest therein, to any person, firm or corporation or shall permit or create any further
encumbrances upon the Mortgaged Property without the prior written approval of the Mortgagee
to such conveyance or encumbrance, all sums outstanding under the Note and secured by this
Mortgage shall become immediately due and payable, at the option of the Mortgagee.
16. LEASES AFFECTING MORTGAGED PROPERTY. The Mortgagor
shall comply with and observe its obligations as landlord under all leases affecting all or any
portion of the residential apartment units (collectively, the "CRA Assisted Units"). Upon request,
the Mortgagor shall furnish promptly to the Mortgagee executed copies of all such residential
leases (each a "Residential Lease") now existing or hereafter created. Except in connection with
the payment of first and last month's rent upon lease execution, the Mortgagor shall not accept
payment of rent more than one (1) month in advance without the prior written consent of the
Mortgagee. Nothing contained in this Section or elsewhere in this Mortgage shall be construed to
make the Mortgagee a mortgagee in possession unless and until the Mortgagee actually takes
possession of the Mortgaged Property either in person or through an agent or receiver. To the
extent not provided by applicable law, each Residential Lease of any CRA Assisted Unit, shall
provide that, in the event of the enforcement by the Mortgagee of the remedies provided for by
law or by this Mortgage, the lessee thereunder will, if requested by the Mortgagee or by any person
succeeding to the interest of the Mortgagee as the result of said enforcement, automatically become
the lessee of any such successor in interest, without any change in the terms or other provisions of
the respective residential Lease (and the Mortgagee or such successor shall execute an agreement
not to disturb such lessee, provided such lessee abides by all terms and provisions in the applicable
Residential Lease); provided, however, that said successor in interest shall not be bound by (i) any
payment of rent or additional rent for more than one (1) month in advance, except prepayments in
Page 6of15
the nature of security for the performance by said lessee of its obligations under said Residential
Lease not in excess of an amount equal to one (1) month's rental, or (ii) any amendment or
modification in the lease made without the consent of the Mortgagee or any successor in interest.
Each Residential Lease shall also provide that, upon request by said successor in interest, the lessee
shall execute and deliver an instrument or instruments confirming its attornment.
17. ASSIGNMENT OF RENTS, ISSUES AND PROFITS. The Mortgagor does
hereby bargain, sell, transfer, assign, convey, set over and deliver unto the Mortgagee, as security
for the payment and performance of all the terms and conditions of the Note and this Mortgage,
and any and all amendments, extensions and renewals thereof, all Residential Leases now existing
or which may be executed at any time in the future during the life of this Mortgage, and all
amendments, extensions and renewals of said Residential Leases and any of them, and all rents
and other income which may now or hereafter be or become due or owing under the Residential
Leases, and any of them, on account of the use of the CRA Assisted Units, it being intended hereby
to establish a complete transfer of the Residential Leases hereby assigned and all the rents and
other income arising thereunder and on account of the use of the Mortgaged Property unto the
Mortgagee, with the right, but without the obligation, to collect all of said rents and other income
which may become due during the life of the Note and this Mortgage. The Mortgagor agrees to
deposit with the Mortgagee upon demand such Residential 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 except during the existence of an event of default (beyond any applicable grace, notice
and/or cure periods) under the terms and provisions of the Note and this Mortgage, but upon the
occurrence and during the continuance of any such event of default (beyond any applicable grace,
notice and/or cure periods) the Mortgagee shall be entitled, upon notice to the tenants, to all rents
and other amounts then due under the leases and thereafter accruing, and this Mortgage shall
constitute a direction to and full authority to the tenants, lessees or other occupants of the CRA
Assisted Units (hereinafter collectively referred to as the "Tenants") to pay all said amounts to
the Mortgagee without proof of the default relied upon. The Tenants are hereby irrevocably
authorized to rely upon and comply with any notice or demand by the Mortgagee for the payment
to the Mortgagee of any rental or other sums which may be or thereafter become due under the
leases, or for the performance of any of the Tenants undertakings under the leases and shall have
no right or duty to inquire as to whether any such event of default (beyond any applicable grace,
notice and/or cure periods)under this Mortgage has actually occurred or is then existing.
18. MORTGAGE CONSTITUTES SECURITY AGREEMENT. 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 (except for rent, additional rent, and other proceeds received from the commercial and
retail spaces located on the first (1st) floor of the building located on the Mortgaged Property) and
Page 7 of 15
as further described in an exhibit to the Security Agreement of even date herewith, if any. The
Mortgagor shall execute any and all documents as the Mortgagee may request, including, without
limitation, financing statements pursuant to the Uniform Commercial Code as adopted by the State
of Florida, to preserve and maintain the priority of the lien created hereby on property which may
be deemed personal property or fixtures. The Mortgagor hereby authorizes and empowers the
Mortgagee to execute and file on behalf of the Mortgagor all financing statements and refilings
and continuations thereof as the Mortgagee deems necessary or advisable to create, preserve or
protect said lien. The Mortgagor and Mortgagee expressly agree that the filing of a financing
statement shall never be construed as in anywise derogating from or impairing the express
declaration and intention of the parties hereto that all such personality located on or utilized in
connection with the real property encumbered by this Mortgage shall at all times and for all
purposes, in all proceedings both legal and equitable, be deemed a part of the real property
encumbered by this Mortgage.
19. CARE OF PROPERTY.
(a) The Mortgagor shall preserve and maintain the Mortgaged Property in good
condition and repair. Except for: (i) repairs or replacements for ordinary wear and tear or in the
ordinary course of management of the Mortgaged Property; (ii) tenant or similar improvements
and upgrades; and (iii) repairs, replacements, or other restorations in the event of a casualty or
condemnation that are performed in accordance with the Loan Agreement, the Mortgagor shall not
remove, demolish, alter or change the use of any building, structure or other improvement
presently or hereafter on the Land constituting any part of the Mortgaged Property without the
prior written consent of the Mortgagee, such consent not to be unreasonably withheld, conditioned
or delayed. The Mortgagor shall not permit, commit or suffer any waste, impairment or
deterioration of the Mortgaged Property or of any part thereof, and will not take any action which
will increase the risk of fire or other hazard to the Mortgaged Property or to any part thereof The
Mortgagor shall comply with all applicable local, state, and federal regulations in regards to the
Property.
(b) Except as otherwise provided in this Mortgage, no fixture, personal property or
other part of the Mortgaged Property shall be removed, demolished or altered, without the prior
written consent of the Mortgagee, such consent not to be unreasonably withheld, conditioned or
delayed. The Mortgagor may sell or otherwise dispose of, free from the lien of this Mortgage,
furniture, furnishings, equipment, tools, appliances, machinery, fixtures or appurtenances, subject
to the lien hereof, which may become worn out, undesirable or obsolete, only if (i) they are no
longer needed for the continued operation of the Mortgaged Property, or (ii) they are replaced
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
Page 8 of 15
satisfied until the entire indebtedness evidenced by the Note is either (i) forgiven in accordance
with the terms of the Loan Agreement or (ii) paid in full, or is otherwise satisfied in accordance
with the Loan Agreement.
21. MORTGAGEE'S REMEDIES CUMULATIVE. The Mortgagor agrees
that all rights of the Mortgagee hereunder shall be separate, distinct, and cumulative, and that none
shall be in exclusion of the other, and that no act of the Mortgagee shall be construed as an election
to proceed under any provision of covenant herein to the exclusion of any other, notwithstanding
anything herein to the contrary.
22. FUTURE ADVANCES. Pursuant to the laws of the State of Florida, this
Mortgage shall secure not only the existing indebtedness evidenced by the Note, but also such
future advances as may be made by the Mortgagee to the Mortgagor in accordance with the Note,
this Mortgage, or any other Loan Document executed in connection herewith, whether or not such
advances are obligatory or are to be made at the option of the Mortgagee, or otherwise, and as are
made within twenty (20) years from the date hereof, to the same extent as if such future advances
were made on the date of the execution of this Mortgage. The total amount of indebtedness that
may be so secured may decrease or increase from time to time, but the total unpaid balance so
secured at one time shall not exceed one and a half times the face amount of the Note, plus interest
thereon, and any disbursements made for the payment of taxes, levies or insurance on the
Mortgaged Property with interest on such disbursements at the rate designated in the Note to apply
following a default thereunder.
23. INDEMNIFICATION. Except in connection with any matters arising out of
the negligence or willful misconduct of the Mortgagee, the Mortgagor hereby protects, indemnifies
and saves harmless the Mortgagee, its officers, directors, agents and employees, from and against
any and all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses
(including without limitation, reasonable attorneys' fees and expenses) imposed upon, incurred by
or asserted against the Mortgagee or any of such persons by reason of (a) ownership of any interest
in the Mortgaged Property or any part thereof, (b) any accident, injury to or death of persons or
loss of or damage to property occurring on or about the Mortgaged Property or any part thereof or
the adjoining sidewalks, curbs, vaults and vault space, if any, streets or ways, (c) any use, disuse
or condition of the Mortgaged Property or any part thereof, or the adjoining sidewalks, curbs,
vaults and vault space, if any, or any streets or ways, (d) any failure on the part of the Mortgagor
to perform or comply with any of the terms hereof or of any of the Loan documents executed in
connection herewith, or any inaccuracy in any representation or warranty made by the Mortgagor
herein or in any of the Loan Documents executed in connection herewith, (e) any necessity to
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.
Page 9 of 15
If any action, suit or proceeding is brought against the Mortgagee, or any of its officers, directors,
agents or employees, for any such reason, the Mortgagor, upon the request of such party, will, at
the Mortgagor's expense, cause such action, suit or proceeding to be resisted and defended by
counsel reasonably satisfactory to the Mortgagee or such person. Any amounts payable to an
indemnified party under this Section which are not paid within ten (10) days after written demand
therefor shall bear interest at the default rate of interest provided in the Note from the date of such
demand, and such amounts, together with such interest, shall be indebtedness secured by this
Mortgage. The obligations of the Mortgagor under this Section shall survive any defeasance of
the Mortgage.
24. HAZARDOUS MATERIALS. Except for ordinary household cleaning
materials and substances, the Mortgagor agrees that it will not use, generate, store or dispose of
Hazardous Materials on the Mortgaged Property. For purposes hereof, "hazardous materials"
include (but are not limited to) materials defined as "hazardous waste" under the Federal Resource
Conservation and Recovery Act and similar state laws, or as "hazardous substances" under the
Federal Comprehensive Environmental Response, Compensation and Liability Act and similar
state laws. Hazardous materials include (but are not limited to) solid, semi -solid, liquid or gaseous
substances which are toxic, ignitable, corrosive, carcinogenic or otherwise dangerous to human,
plant or animal health and well-being. Examples of hazardous waste include paints, solvents,
chemicals, petroleum products, batteries, transformers, and other discarded man-made materials
with hazardous characteristics. The Mortgagee shall have all remedies at law and equity for failure
of the Mortgagor to carry out the foregoing obligation, including but not limited to specific
performance, damages, reasonable attorneys' fees and court costs. This provision shall survive
payment of the Note and termination of this Mortgage. Notwithstanding the foregoing or anything
else in this Agreement to the contrary, the indemnifications contained in the preceding Section
shall expressly exclude any matters arising (i) out of the negligence or willful misconduct of
Lender, or (ii) solely from actions, inactions or other events or circumstances by persons other than
Mortgagor or any affiliates of Mortgagors first occurring or arising after the Transition Date.
"Transition Date" means the earlier of the following two dates: (a) the date on which the
indebtedness and obligations secured by the Loan Documents have been paid in full (without
possibility for disgorgement) or forgiven in accordance with the terms of the Loan Agreement; or
(b) the date on which the lien of this Mortgage is fully and finally foreclosed or a conveyance by
deed in lieu of such foreclosure is fully and finally effective and possession of the Mortgaged
Property has been given to Mortgagee or any other purchaser or grantee free of occupancy and
claims to occupancy by Mortgagor and its heirs, devisees, representatives, successors and assigns;
provided that, if such payment, performance, release, foreclosure or conveyance is challenged, in
bankruptcy proceedings or otherwise, the Transition Date shall not be deemed to have occurred
until such challenge is validly released, dismissed with prejudice or otherwise barred by law from
further assertion.
25. REPRESENTATIONS AND WARRANTIES. In order to induce the
Mortgagee to make the Loan evidenced by the Note, the Mortgagor represents and warrants that:
(a) there are no actions, suits or proceedings pending or, to the best of Mortgagor's actual
Page 10 of 15
knowledge, threatened against or affecting the Mortgagor or any portion of the Mortgaged
Property, or involving the validity or enforceability of this Mortgage or the priority of its lien,
before any court of law or equity or any tribunal, administrative board or governmental authority,
and the Mortgagor is not in default under any other indebtedness or with respect to any order, writ,
injunction, decree, judgment or demand of any court or any governmental authority; (b) to the best
of Mortgagor's knowledge and belief, the execution and delivery of the Note, this Mortgage and
all other Loan Documents do not and shall not (i) violate any provisions of any law, rule,
regulation, order, writ, judgment, injunction, decree, determination or award applicable to the
Mortgagor or any other person executing the Note, this Mortgage or other Loan Documents, nor
(ii) result in a breach of, or constitute a default under, any indenture, bond, mortgage, lease,
instrument, credit agreement, undertaking, contract or other agreement to which the Mortgagor or
such other person is a party or by which either or both of them or their respective properties may
be bound or affected; (c) to the best of Mortgagor's knowledge and belief, the Note, this Mortgage
and all other Loan Documents constitute valid and binding obligations of the Mortgagor and any
other person executing the same, enforceable against the Mortgagor and such other person(s) in
accordance with their respective terms; (d) there is no fact that the Mortgagor has not disclosed to
the Mortgagee in writing that could materially adversely affect the property, business, or financial
conditions of the Mortgage Property or any other collateral for the Loan; (e) the Mortgagor has
duly obtained all permits, licenses, approvals and consents from, and made all filings with, any
governmental authority (and the same have not lapsed nor been rescinded or revoked) which are
necessary in connection with the execution and delivery of this Mortgage and any other Loan
Document, the making of the Loan, the performance of its obligations under any Loan Document,
or the enforcement of any Loan Document; and that all such representations and warranties shall
survive the closing of the Loan and any bankruptcy proceedings.
26. SEVERABILITY OF INVALID PROVISIONS. In the event any
provision of the Note and or this Mortgage should be held unconstitutional, illegal or
unenforceable for any reason, such provision shall not affect, alter, or otherwise impair any other
provision of the Note and or this Mortgage.
27. NO WAIVER. It is expressly agreed and understood that a waiver by the
Mortgagee of any right or rights conferred to it hereunder with regard to any one transaction or
occurrence shall not be deemed a waiver of such right or rights to any subsequent transaction or
occurrence. It is further agreed that any forbearance or delay by the Mortgagee in the enforcement
of any right or remedy hereunder shall not constitute or be deemed a waiver of such right or
remedy.
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 ()flaws and comity. Any action pursuant to a dispute under this Mortgage must be brought
in Miami -Dade County and no other venue. All meetings to resolve said dispute, including
voluntary arbitration, mediation, or other alternative dispute resolution mechanism, will take place
Page 11of15
in this venue. The parties both waive any defense that venue in Miami -Dade County is not
convenient.
29. HEADINGS. The headings of the articles, sections, paragraphs and
subdivisions of this Mortgage are for convenience and ease of reference only, and are not to be
considered a part hereof, and shall not limit or otherwise affect any of the terms or provisions
hereof.
30. GENDER AND NUMBER. In this Mortgage and the Note it secures, the
singular shall include the plural and the masculine shall include the feminine and neuter.
31. PARTIES BOUND; NO ORAL MODIFICATIONS. Each and every of the
terms, covenants and conditions contained herein shall be binding upon the parties hereto and their
successors, heirs, assigns and devisee. This Mortgage is not subject to modification other than by
a written document or instrument executed by the party or parties to be charged with such
modification.
32. CAPITALIZED TERMS. All capitalized terms not defined herein shall have the
meanings provided in the Loan Agreement and the Exhibits thereto.
33. WAIVER OF TRIAL BY JURY. THE MORTGAGOR HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT TO A
TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED HEREON OR ARISING
OUT OF, UNDER OR IN CONNECTION WITH, THIS MORTGAGE, OR ANY OF THE LOAN
DOCUMENTS OR THE FINANCING CONTEMPLATED HEREBY, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR
THE ACTIONS OF ANY PARTY HERETO. THIS PROVISION IS A MATERIAL
INDUCEMENT FOR THE MORTGAGEE EXTENDING THE LOAN SECURED BY THIS
MORTGAGE.
[Signature Page Follows]
Page 12 of 15
IN WITNESS WHEREOF, the Mortgagor hereto has caused this Mortgage to be executed by
their undersigned official as duly authorized.
WITNESSES:
ht-
Print1 Name: /4re41 lA)e,; n e-r
r1---)
�J
Print Name: /#t- r7'on-' ej
16 Corner Property Owner, LLC Address:
Manager: Avra Jain
7272 NE 6th Court, #5
Miami, Florida 33138
STATE OF FLORIDA )
MORTGAGOR:
16 CORNER PROPERTY OWNER, LLC, a
Florida limited liability company
By: 16 Corner, LLC, its Manager
By:
Avra Jain, Mana er
Date: ID- I S
ACKNOWLEDGMENT
COUNTY OF MIAMI-DADE )
TF FOREGOING INSTRUMENT was acknowledged before me on this 1-� day of
% J , 2018 by Avra Jain, as Manager of 16 Corner, LLC, the Manager of 16 Corner
Property Owner, LLC, on behalf of uch limited liability companies, who is personally known to
me or who produced a N�/�- as identification.
My Commission Expires:
— — . +sa . • /iv - r
INES MORALES
Notary Public - State of Florida
• Commission # GG 135136
,c! My Comm. Expires Aug 18, 2021
Bcr-ded through Nation' Notary Assr.
/1--7 • 2s D
Signature of Notary Public, State of Florida
/ry F 9 /t—e • /t.,,_41—.2..%
Printed Name of Notary Public
Page 13 of 15
EXHIBIT "A"
LEGAL DESCRIPTION(S)
PARCEL 1:
Lot 3, Less the West 5 feet thereof, Block 37, of JOHNSON AND WADDELL'S ADDITION TO THE
CITY OF MIAMI, according to the Plat thereof, as recorded in Plat Book B, Page 53, of the Public Records
of Miami -Dade County, Florida.
Parcel Identification Number: 01-3125-048-1380
a/k/a 1535 NW 1 Place, Miami, Florida 33136
PARCEL 2:
Lot 2, Less the West 5 feet thereof, Block 37, of JOHNSON AND WADDELL'S ADDITION TO THE
CITY OF MIAMI, according to the Plat thereof, as recorded in Plat Book B, Page 53, of the Public Records
of Miami -Dade County, Florida.
Parcel Identification Number: 01-3125-048-1370
a/k/a 1541 NW 1 Place, Miami, Florida 33136
PARCEL 3:
Lots 1, 4, and 5, Block 37, of JOHNSON AND WADDELL'S ADDITION TO THE CITY OF MIAMI,
according to the Plat thereof, as recorded in Plat Book B, Page 53, of the Public Records of' Miami -Dade
County, Florida.
Parcel Identification Number: 01-3125-048-1360
a/k/a 1540 NW 1 Court, Miami, Florida 33136
EXHIBIT A - Legal Description
1541 NW Pt Place, Miami, Florida:
WADDELLS ADD PB B-53
LOT 2 LESS W5FT ST BLK 37
LOT SIZE 60.000 X 95
OR 12755-525 1285 5
COC 22454-0707 06 2004 2
1535 NW Pt Place, Miami, Florida:
WADDELLS ADD PB B-53
LOT 3 LESS W5FT ST BLK 37
LOT SIZE 60.000 X 95
OR 12755-528 1285 5
COC 22454-0707 06 2004 2
1540 NW 1st Court, Miami, Florida:
WADDELLS ADD PB B-53
LOTS 1 & 4 & 5
LOT SIZE 180.000 X 100
OR 20490-2707 0602 1
COC 21874-0870/24915-4257 0703 4
COC 21874-8701 26120- 0955 0703 4
Exhibit B
Permitted Encumbrances on the Mortgaged Properh_
All permitted encumbrances on the Property are described in that certain Title Insurance
Commitment (Order Number 18083179), issued by Private Advising Group P.A., effective as of
July 10, 2018 and Revised July 25,2018, as endorsed.
Page 15 of 15
EXHIBIT "G"
FORM OF COVENANT
Page 45 of 49
This instrument has been p - - • ,,r±icaiiy recorded
8781 02,4 8• ir:.. :c'al Records Book
-3lo ga , Page 5,3.LL� or Instrument
No. c,, : •. Public Records
of h rPri s r — A Rube County, Florida.
Prepared by, and after recording return to:
Victoria Mendez, Esq.
City Attorney, City of Miami
444 S.W. 2nd Avenue
Miami, FL 33130-1910
Tel: (305) 416-1800
Property Address: 1541 NW 1st Place, Miami, Florida, 1535 NW 1st Place, Miami, Florida, 1540 NW 1st Court,
Miami, Florida.
DECLARATION OF RESTRICTIVE COVENANTS FOR
16 CORNER PROPERTY OWNER, LLC
This Declaration of Restrictiv Covenants for 16 Corner Property Owner LLC (the
"Covenant") made this �Q day of j iJ , 2018 by 16 CORNER PROPERTY OWNER,
LLC, a Florida limited liability company (her inafter referred to as "Pro iect Sponsor"), is in favor
of the OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT
AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida
Statutes, with a principal office located at 1401 N. Miami Avenue, Miami, FL, 33136 (hereinafter
the "CRA" or "Lender").
RECITALS
WHEREAS, the Project Sponsor is the owner of the property legally described in Exhibit
A, attached and incorporated hereto (the "Property"); and
WHEREAS, the Project Sponsor hereby agrees and covenants that the Property shall be
subject to the provisions, covenants, and restrictions contained herein; and
WHEREAS, this Covenant is made for the express benefit of the CRA, a public agency
and body corporate created pursuant to Section 163.356, Florida Statutes. It shall remain in full
force and effect until released by the CRA in accordance with the terms hereof; and
WHEREAS, the Project Sponsor is developing a project that will, among other things,
increase the supply of rental housing units for Low -Income, Moderate -Income, and Workforce -
Income households in the community to be known as 16 Corner Project (hereinafter referred to as
the "Proiect"), which consists of the rehabilitation of forty-four (44) units, comprised of six (6)
three -bedroom, six (6) two -bedroom, twenty (20) one -bedroom and twelve (12) studios located in
the buildings located at 1541 NW 1st Place, Miami, Florida, 1535 NW 1st Place, Miami, Florida
and 1540 NW 1st Court, Miami, Florida (collectively, the "Buildings") in the County of Miami -
Dade, State of Florida, legally described in Exhibit "A". All of the forty-four (44) units will be
maintained as Affordable for Low -Income, Moderate -Income, and Workforce -Income Households
for a period of thirty (30) years, commencing upon the Close -Out of the Project (such 30-year
period being the "Affordability Period"). The Project must at all times (during the Affordability
Period and subject to Existing Tenants) maintain the following unit mix structure: 20% Workforce -
Income (as defined below) (9 units); 20% Moderate -Income (as defined below) (9 units); and 60%
Low -Income (as defined below) or below Low -Income (26 units) (the "Unit -Mix").
WHEREAS, the CRA's allocation of funds for the Project is subject to those certain
Forgivable Project Loan Agreements for 16 Corner LLC effectively dated of even date herewith
(the "Forgivable Loan Agreements"; capitalized but undefined terms shall have the meaning
given to such terms in the Forgivable Loan Agreement) and other loan documents of even date
herewith between the CRA and the Project Sponsor (collectively the "Loan Documents"); and
Page 1 of 6
WHEREAS, Project Sponsor desires to make a binding commitment to assure that the
CRA Assisted Units and the Property in general are maintained and operated in accordance with
the provisions of the Loan Documents and this Covenant.
WHEREAS, Project Sponsor, as a condition for receiving the Loan funds for the Property
is required to record in the Public Records this Covenant obligating the Project Sponsor, its
successors, and assigns to maintain and operate the Property in accordance with the Loan
Documents; and
WHEREAS, the Project Sponsor hereby declares that this Covenant shall be and is a
covenant running with the Property and, unless released by the CRA, is binding on the Property
for the entire Affordability Period (as such term is defined in the Forgivable Loan Agreement),
and is not merely a personal covenant of the Project Sponsor; and
NOW THEREFORE, Project Sponsor voluntarily covenants and agrees that the CRA
Assisted Units and the Property in general shall be subject to the following restrictions that are
intended and shall be deemed to be covenants running with the land and binding upon 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 and consists of the acquisition
and rehabilitation of five (5), two-story, mixed income buildings on three (3) parcels of land. The
Project must at all times (during the Affordability Period and subject to Existing Tenants) maintain
the Unit -Mix. A total of forty-four (44) units six (6) three -bedroom, six (6) two -bedroom, twenty
(20) one -bedroom and twelve (12) studios) in the Buildings will be maintained as Affordable for
Low -Income, Moderate -Income, and Workforce -Income Households for a period of thirty (30)
years in accordance with the Rent Regulatory Agreement, commencing upon the Close -Out of the
Project. "Low -Income" shall mean a household whose annual income does not exceed sixty
percent (60%) of the median income for the area, as determined by the U.S. Department of Housing
and Urban Development, with adjustments and certain exceptions as provided in 24 CFR Part 92.
"Moderate -Income" shall mean a household whose annual income does not exceed one hundred
fifteen percent (115%) of the median income for the area, as determined by the U.S. Department
of Housing and Urban Development, with adjustments and certain exceptions as provided in 24
CFR Part 92. "Workforce -Income" shall mean a household whose annual income does not exceed
one hundred forty percent (140%) of the median income for the area, as determined by the U.S.
Department of Housing and Urban Development, with adjustments and certain exceptions as
provided in 24 CFR Part 92. Notwithstanding anything herein to the contrary, Project Sponsor
shall be permitted to retain its existing tenants (each an "Existing Tenant" and collectively the
"Existing Tenants") in the Buildings at the current rental rates for such Existing Tenants and with
annual rental increases based on the consumer price index. Upon an Existing Tenant vacating their
respective Building unit, any subsequent rental of such unit will be required to comply with the
affordability requirements of this Covenant.
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 date hereof until the expiration of the Affordability Period. Upon
the expiration of the Affordability Period this covenant shall automatically terminate; however,
Page 2 of 6
the CRA shall prepare for recording an instrument evidencing the expiration of and other
termination of this Covenant in the Public Records of Miami -Dade County, Florida.
Section 4. Prohibited Conveyances: Except as provided in the Loan Documents, including
the Permitted Senior Financing described therein, the Project Sponsor covenants and agrees not to
encumber or convey its interest in the Project, Property, or any portion thereof, without the prior
written consent of the CRA as provided for in the Forgivable Loan Agreements. The CRA is
entitled to the right of first refusal in the event of a sale of the Property as set forth below in this
Section 4. 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, including the Permitted Senior
Financing described therein, shall be deemed a conveyance of an interest in the Project.
If, at any time prior to the expiration of the Affordability Period, Project Sponsor shall
receive a bona fide offer to purchase all of the Property that Project Sponsor desires to accept (the
"Offer"), Project Sponsor shall provide a copy of such Offer to the CRA and the CRA shall have
thirty (30) days after receipt of such Offer to elect to purchase the Property on the terms and
conditions set forth in the Offer. If the CRA elects to so purchase the Property, the CRA shall give
to Project Sponsor written notice thereof ("Acceptance Notice") within said 30-day period. If
CRA delivers an Acceptance Notice as provided herein, then Project Sponsor and CRA shall,
within thirty (30) days after such delivery, enter into a purchase and sale agreement pertaining to
the purchase and sale of the Property (the "Purchase and Sale Agreement"), reflecting the exact
terms of the Offer. The parties agree to act reasonably and cooperatively in negotiating, executing
and delivering the Purchase and Sale Agreement. In the event that either (i) the CRA shall fail to
timely deliver an Acceptance Notice or (after timely delivering an Acceptance Notice) the CRA
shall fail to timely execute the Purchase And Sale Agreement, or (ii) the CRA shall elect not to so
purchase the Property, then the Project Sponsor may thereafter sell the Property to the person or
entity making such Offer without offering it to CRA.
Section 5. Repayment Upon Default: The Project Sponsor covenants and agrees that in the
event (i) of the sale or conveyance of any interest in the Project and/or the Property without prior
written consent as required by the Loan Documents (except as otherwise provided in the Loan
Documents), or (ii) that the Project Sponsor ceases to exist as an organization, the Project Sponsor
shall immediately make payment to the CRA in an amount equal to the full amount of Loan funds
disbursed and outstanding, with interest thereon as provided in the Note, and all unpaid fees,
charges and other obligations of the Project Sponsor due under any of the CRA Loan Documents.
Section 6. Inspection and Enforcement: It is understood and agreed that any official
inspector of the CRA shall have the right any time during normal working hours to enter and
investigate the use of the Property to determine whether the conditions of this Covenant are in
compliance, subject to the rights of residential tenants under their leases.
Section 7. Amendment and Modification: This Covenant may be modified, amended, or
released as to any portion of the Property by a written instrument executed on behalf of the CRA
and the Project Sponsor. Should this instrument be modified, amended or released, the Executive
Director shall execute a written instrument in recordable form to be recorded in the Public Records
of Miami -Dade County, Florida, effectuating and acknowledging such modification, amendment,
or release.
Section 8. Definitions: All capitalized terms not defined herein shall have the meanings
provided in the Loan Agreement.
Page 3 of 6
Section 9. Severabilitv: Invalidation of one of the provisions of this Covenant by judgment
of Court shall not affect any of the other provisions of the Covenant, which shall remain in full
force and effect.
Section 10. Recordation: This Covenant shall be filed of record among the Public Records
of Miami -Dade County, Florida, at the sole cost and expense of the Project Sponsor.
Section 11. Deed Restriction/Covenant Running with the Land. Any and all requirements
of the laws of the State of Florida that must be satisfied in order for the provisions of this Covenant
to constitute a deed restriction and covenant running with the land shall be satisfied in full, and
any requirements or privileges of estate are intended to be satisfied, or in the alternate, an equitable
servitude has been created to insure that these restrictions run with the land. For the term of this
Covenant, each and every contract, deed, or other instrument hereafter executed conveying the
Property or portion thereof shall expressly provide that such conveyance is subject to this
Covenant, provided, however, that the covenants contained herein shall survive and be effective
regardless of whether such contract, deed, or other instrument hereafter executed conveying the
Property or portion thereof provides that such conveyance is subject to this Covenant.
Section 12. Governing Law and Venue. This Covenant shall be construed and enforced
pursuant to the laws of the State of Florida, excluding all principles of choice of laws, conflict of
laws and comity. Any action pursuant to a dispute under this Covenant must be brought in Miami -
Dade County and no other venue. All meetings to resolve said dispute, including voluntary
arbitration, mediation, or other alternative dispute resolution mechanism, will take place in this
venue. The parties both waive any defense that venue in Miami -Dade County is not convenient.
Section 13. Floating Units. CRA-Assisted Units shall be handled as "Floating
Units," as described in 24 CFR 92.252(j): "In a project containing CRA-assisted and other units,
the participating jurisdiction may designate fixed or floating CRA units. This designation must be
made at the time of project commitment. Fixed units remain the same throughout the period of
affordability. Floating units are changed to maintain conformity with the requirements of this
section during the period of affordability so that the total number of housing units meeting the
requirements of this section remains the same, and each substituted unit is comparable in terms of
size, features, and number of bedrooms to the originally designated CRA-assisted unit."
[Signature Page Follows]
Page 4 of 6
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their undersigned officials as duly authorized.
WITNESSES:
Print Name: cue, n e j tr
Print Name: /4) es /In R- --C E._r
16 Corner Property Owner, LLC Address:
Attn: Avra Jain
7272 NE 6th Court, Ste. 5
Miami, Florida 33138
STATE OF FLORIDA
PROJECT SPONSOR:
16 CORNER PROPERTY OWNER,
LLC, a Florida limited liability company
By: 16 Corner, LLC, its Manager
By:
Avra Jain,
Date: '47` Ito"
ACKNOWLEDGMENT
COUNTY OF MIAMI-DADE )
TI ' FOREGOING INSTRUMENT was acknowledged before me on this 2b day of
, 2018 by Avra Jain, as Manager of 16 Corner, LLC, the manager of 16
C . ' ER +: ' OPERTY OWNER, LLC a Florida limited liability company, who is personally
known to me or who produced a / as identification.
My Commission Expires:
INES MORALES
Notary Public —State of Florida
Commission it GG 135136
My Comm. Expires Aug 18, 2021
Borded through National'Notary Assr.
Signature of Notary Public, State of Florida
/eves Acto /to- l
Printed Name of Notary Public
Page 5 of 6
Exhibit A
Legal Description Of The Properi\
Full Legal Description
1541 NW 1st Place, Miami, Florida:
WADDELLS ADD PB B-53
LOT 2 LESS W5FT ST BLK 37
LOT SIZE 60.000 X 95
OR 12755-525 1285 5
COC 22454-0707 06 2004 2
1535 NW 1st Place, Miami, Florida:
WADDELLS ADD PB B-53
LOT 3 LESS W5FT ST BLK 37
LOT SIZE 60.000 X 95
OR 12755-528 1285 5
COC 22454-0707 06 2004 2
1540 NW 1st Court, Miami, Florida:
WADDELLS ADD PB B-53
LOTS 1 & 4 & 5
LOT SIZE 180.000 X 100
OR 20490-2707 0602 1
COC 21874-0870/24915-4257 0703 4
COC 21874-8701 26120- 0955 0703 4
Page 6 of 6
EXHIBIT "H"
RENT REGULATORY AGREEMENT
Page 46 of 49
This ns ent has been electronically recorded
/ a ci 8' in Official Records Book
3 to q oZ , Page ri 7,r , or Instrument
No. , of the Public Records
of )1 ji r— 6 A4,4. County, Florida
Prepared by, and after recording return to:
Victoria Mendez, Esq.
City Attorney, City of Miami
444 S.W. 2nd Avenue
Miami, FL 33130-1910
Tel: (305) 416-1800
Property Address: 1541 NW 1st Place, Miami, Florida, 1535 NW 1st Place, Miami, Florida, 1540 NW 1st Court,
Miami, Florida.
RENT REGULATORY AGREEMENT FOR
16 CORNER PROPERTY OWNER, LLC
THIS RENT EGULATORY AGREEMENT ("Regulators Aureement") is entered into
this day of vv , 2018, between 16 CORNER PROPERTY OWNER, LLC, a
Florida limited liability Company (hereinafter referred to as `Borrower") and the OMNI
REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public
agency and body corporate created pursuant to Section 163.356, Florida Statutes, with a principal
office located at 1401 N. Miami Avenue, Miami, FL, 33136 (hereinafter the "CRA").
The execution of this Regulatory Agreement by the Borrower is in connection with the
loan agreements (the "Loans") and use of CRA Funds, secured by certain loan documents to be
executed in connection therewith (the "Loan Documents"), for the acquisition and rehabilitation
of a total of forty-four residential apartment units. All forty-four (44) of the units will be CRA-
assisted units (the "CRA-Assisted Units") of that certain project known as 16 Corner Property
Owner, LLC Project (the "Pro leer).
In accordance with the requirements set forth in (i) those certain CRA Forgivable Loan
Agreements to be executed by the Borrower and the CRA for the CRA funds (collectively, the
"Agreement"), and (ii) the other Loan documents of even date therewith between the Borrower
and the CRA, all forty-four (44) units are considered "CRA-Assisted" and all of the CRA-Assisted
Units are subject to the restrictions provided herein. The forty-four (44) CRA-Assisted Units shall
be "floating" units, meaning that they are not specifically designated units, but that any forty-four
(44) of the units shall be, at any one time, in compliance with the CRA-Assisted requirements set
forth herein, and in compliance throughout the affordability period with the Covenant recorded on
the property as legally described on Exhibit A of this agreement. The Project must at all times
(during the Affordability Period and subject to Existing Tenants) maintain the following unit mix
structure: 20% Workforce -Income (9 units); 20% Moderate -Income (9 units); and 60% Low -
Income or below Low -Income (26 units) (the "Unit -Mix").
Borrower hereby agrees to the following terms, conditions and covenants until the end of
the Affordability Period:
(1) Existinu Tenant Occunancv Requirements. Tenants with existing leases
(each an "Existing Tenant") at the time of acquisition of the Project by Borrower will be allowed
to retain their existing apartment, or new apartment within development, at their current rent level,
with annual adjustments based on the Consumer Price Index CPI not to exceed 5% per year.
Borrower will not terminate the lease of an Existing Tenant except in accordance with the terms
of such Existing Tenant's lease or otherwise as permitted pursuant to applicable law. If an Existing
Tenant wishes to renew its expiring lease, and there are no uncured defaults under such expiring
lease, then Borrower shall renew such Existing Tenant's lease subject rental rate increases as
Page 1 of 9
provided for above in this Paragraph (1). An Existing Tenant may not assign its lease except to a
spouse, parent, sibling or any lineal descendant of such Existing Tenant.
(2) New -Tenant Occupancy Requirements. When an Existing Tenant vacates
such Existing Tenant's unit, such unit shall thereafter be made available to tenants who qualify
under the occupancy requirements of 24 CFR Part 92 and the CRA-Assisted Unit requirements as
set forth in this Regulatory Agreement (hereinafter referred to as the "Rviulation"), as follows:
a. Maximum Rent Levels. The rents charged on all CRA-Assisted
Units shall be subject to the Regulation. Gross monthly rent charged on CRA-Assisted Units
occupied by tenants identified as Low -Income, Moderate -Income, or Workforce -Income are
subject to the maximum rents published annually by HUD for each locality and income level. The
rent maximums for leases signed in Miami, Florida effective as of June, 2018 are as follows:
�__
No. of
CRA-Assisted Units
No. of
Bedrooms
60% AMI
Low Rent
Maximum
115% AMI
Moderate
Rent
Maximum
140% AMI
Workforce
Rent
Maximum
12
Studio
$793
$1,398
$1,851
20
1
$849
$1,516
$1,982
6
2
$1,020
$1,800
$2,380
6
3
$1,178
— $1,850
$2,749
The foregoing maximum rents include tenant paid utilities. Maximum rents will be reduced
by the amount of the applicable HUD Utility Allowance for any utilities paid by the tenant. In no
event will the monthly rent on a CRA-Assisted Unit exceed the maximum rent levels as provided
for in this Paragraph (2)(a). Rents shall not be adjusted for changes in income or HUD published
maximums until lease renewal. The Project must at all times (during the Affordability Period and
subject to Existing Tenants) maintain the Unit -Mix.
b. Income Re -certification. Tenant income for CRA-Assisted Units
shall be certified by the Borrower annually on the anniversary of each tenant's lease and
maintained in the tenant file, subject to inspection by the CRA, in accordance with Paragraph (4)
of this Regulatory Agreement. Existing Tenants are not subject to Income Certification, or Re -
Certification.
c. Deposits and Pre-pavments. Borrower shall not require, as a
condition of occupancy or leasing of any CRA-Assisted Unit, any other consideration or deposit
from the tenant, except for the prepayment of one month's rent and plus a security deposit not to
exceed one additional month's rent.
d. Prohibited Lease Provisions. The Borrower's leases for CRA-
Assisted Units shall not contain any of the following provisions:
i. A,i-eement to be sued. A tenant lease may not contain a
provision whereby the tenant agrees to be sued, admits guilt or consents to
judgment in favor of the landlord in a lawsuit brought in connection with
the lease.
Page 2 of 9
ii. Agreement regarding treatment of property. A tenant lease
may not contain a provision whereby the tenant agrees that the landlord may
take, hold or sell personal property of the tenant household without notice
and a court decision. This prohibition does not apply to personal property
remaining in the CRA-Assisted Unit after the tenant has moved out.
iii. Waiver of notice. A tenant lease may not contain a provision
whereby the tenant agrees that the landlord may institute a lawsuit without
notice to the tenant.
iv. Waiver of legal proceedings. A tenant lease may not contain
a provision whereby the tenant agrees that the landlord may evict the tenant
or a household member without instituting a civil court proceeding in which
the tenant has the opportunity to present a defense or before a court decision
on the rights of the parties.
v. Waiver of a jun. trial. A tenant lease may not contain a
provision whereby the tenant agrees to waive any right to a jury trial.
vi. Waiver of right to appeal a court decision. A tenant lease
may not contain a provision whereby the tenant agrees to waive the tenant's
right to appeal or otherwise challenge in court a court decision in connection
with the lease.
vii. Agreement to pav legal costs. regardless of outcome. A
tenant lease may not contain a provision whereby the tenant agrees to pay
attorney's fees or other legal costs even if the tenant wins the court
proceeding brought by the landlord against the tenant. The tenant, however,
may be obligated to pay costs if the tenant loses.
viii. Excusing owner from responsibility. A tenant lease may not
contain a provision whereby the tenant agrees not to hold the landlord or
the landlord's agents legally responsible for any action or failure to act,
whether intentional or negligent.
(3) Annual Reporting,. Each year, on the anniversary of the issuance of the
certificate of occupancy/certificate of completion for the Project or Close -Out of the Project in
accordance with the Agreement, and at other times at the request of the CRA (but in no event more
than two (2) times in any 12-month period), the Borrower shall furnish occupancy reports in a
form approved by the CRA, and shall provide the CRA with such other information as may be
requested by the CRA relative to income, expenses, assets, liabilities, contracts, operations, and
condition of the Project and/or the CRA-Assisted Units.
(4) Inspections. The Borrower agrees to submit the CRA-Assisted Units to an
annual re -inspection to ensure continuing compliance with all applicable housing codes, federal
and local housing quality standards and regulatory requirements. The Borrower will be furnished
a copy of the results of each inspection within thirty (30) days of completion, and will be given
thirty (30) days thereafter to correct any deficiencies or violations (provided however, in the event
that the deficiencies or violations are not of a type which can be resolved in 30-days, the Borrower
shall have an additional 30 days of time to correct the same so long as Borrower is diligently
endeavoring to cause such correction). At any time other than an annual inspection, the CRA may,
Page 3 of 9
in its discretion, inspect any CRA-Assisted Unit. The Borrower and the tenant will be provided
with the results of the inspection and the time and the method of compliance and corrective action
that must be taken. All inspections by the CRA shall (1) be done during normal business hours,
(2) upon at least 48-hours prior notice to the Borrower and tenant, and (3) in a manner so as to not
materially interfere with the tenant's occupancy of the CRA-Assisted Unit.
(5) Record -keeping. The Property, including the CRA-Assisted Units,
equipment, buildings, plans, offices, apparatus, devices, books, contracts, records, documents, and
other papers relating thereto shall at all times be maintained in reasonable condition for proper
audit and shall be subject to examination and inspection. Borrower shall keep copies of all written
contracts and other instruments which affect the CRA-Assisted Units, all or any of which may be
subject to reasonable inspection and examination by the CRA its agents or assigns. Specifically,
the foregoing includes all records, calculations and information necessary to support tenant
occupancy eligibility and monthly rental charges in addition to all leases and written notices to
tenants with respect to the terms of this Regulatory Agreement, as required by Paragraph (8) of
this Regulatory Agreement.
(6) Default. Upon the occurrence of a violation of any provision of this
Regulatory Agreement, the CRA shall give written notice thereof to the Borrower, by registered
or certified mail, FedEx or similar overnight courier (with tracking confirmation), addressed to the
Borrower's address as stated in this Regulatory Agreement, or to such other address(es) as may
subsequently, upon appropriate written notice thereof to the CRA, be designated by the Borrower.
In the case of a Borrower which is a corporation or partnership, notices may also be sent by the
CRA to the address of the corporation's chief executive officer or to all general partners, as
applicable, at the CRA's discretion. If such violation is not corrected to the CRA's reasonable
satisfaction, within thirty (30) days after the date such notice is delivered (as evidenced by tracking
information or USPS return receipt), if such violation cannot practicably be cured within thirty
(30) days, then within such additional time as may be required to effect a cure, so long as the cure
is commenced within thirty (30) days and is diligently prosecuted), without further notice the CRA
may declare a default under this Regulatory Agreement and under the Agreement and the Loan
Documents executed in connection therewith, and may proceed to initiate any or all remedies at
law or in equity provided for in the event of a default under such Agreement and Loan Documents.
All notices under this Regulatory Agreement shall be in writing and addressed as
follows:
To Borrower:
With Copy to:
16 Corner Property Owner, LLC.
7272 NE 6th Court, #5
Miami, Florida 33138
Attention: Avra Jain
Attention: Jeff Gross, Division Head, Real Estate
Finance
BAC Florida Bank
169 Miracle Mile, Suite R-10
Coral Gables, Florida 33134
Page 4 of 9
To City: Omni Redevelopment District Community
Redevelopment Agency
1401 North Miami Ave,
Miami, Florida
Attn: Jason Walker, Executive Director
With Copy To: Victoria Mendez
General Counsel
Office of the City Attorney, City of Miami
444 S.W. 2nd Avenue
Miami, FL 33130-1910
(7) Fines. Upon the occurrence (and continuance beyond applicable grace,
notice and/or cure periods) of a violation of any provision of this Regulatory Agreement, and
regardless of the nature of the violation, the CRA will assess (commencing upon the expiration of
the applicable grace, notice and/or cure period) a flat monthly fine in the amount of Fifty Dollars
and no/cents ($50.00) per CRA-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 CRA. The remedy for violation provided in this section of this
Regulatory Agreement is cumulative with any and all remedies at law or in equity provided in the
event of a default under this Regulatory Agreement and/or the Loan Documents.
(8) Tenant Notice. Borrower agrees during the term of this Regulatory
Agreement, to furnish each tenant of a CRA-Assisted Unit, at the execution or renewal of any lease
or upon initial occupancy, if there is no lease, with a written notice in the following form:
The rent charged_ for your apartment and the services included
in that rent are subject to a Rent Regulatory Agreement
between the landlord and the Omni Redevelopment District
Community Redevelopment Agency, for the term of the
Affordability Period. A copy of the Rent Regulatory Agreement
will be made available by the landlord to each tenant upon
request.
If there is no lease for a CRA-Assisted Unit, Borrower shall maintain a file copy of such
notice delivered to the tenant, with a signed acknowledgement of receipt by the tenant. All such
notices to tenants will be made available for inspection upon request by the CRA.
(9) No Conflict with Loan Documents. The provisions of this Regulatory
Agreement are in addition to, and do not amend, alter, modify, or supersede in any respect, the
provisions of the mortgage and/or any of the other Loan Documents executed in connection with
the Loan.
(10) Partial Invalidity. The invalidity of any paragraph or provision of this
Regulatory Agreement shall not affect the validity of the remaining paragraphs and provisions
hereof.
(11) Term. This Regulatory Agreement shall be effective until the expiration of
the Affordability Period. On the expiration of such period, this Regulatory Agreement shall
Page 5 of 9
immediately lapse and be of no further force and effect without the necessity of any other written
document or instrument. Notwithstanding the foregoing, upon such expiration, the Borrower shall
be permitted to prepare and record an instrument evidencing the expiration of and other termination
of this Regulatory Agreement in the Public Records of Miami -Dade County, Florida.
(12) Definitions. All capitalized terms used herein and not otherwise defined
shall have the meanings provided in the Regulation and/or in the Loan Documents.
(13) Exclusion of Commercial Spaces. Notwithstanding anything to the contrary
in this Regulatory Agreement or in the Agreement, it is expressly understood and agreed that the
Regulation and all other terms, conditions, restrictions, and requirements of this Regulatory
Agreement shall exclude, and shall not apply to, or otherwise restrict or affect, the operation,
maintenance, leasing, improvement, base rent and other additional rent determination and
collection, and all other aspects of the Borrower's management, leasing, and ownership of all or
any portion of the commercial and retail spaces located in the Project, if applicable.
(14) Severabilitv. Invalidation of one of the provisions of this Regulatory
Agreement by judgment of Court shall not affect any of the other provisions of the Covenant,
which shall remain in full force and effect.
(15) Recordation. This Regulatory Agreement shall be filed of record among
the Public Records of Miami -Dade County, Florida, at the sole cost and expense of the Owner.
(16) Governing Law and Venue. This Regulatory Agreement shall be construed
and enforced pursuant to the laws of the State of Florida, excluding all principles of choice of laws,
conflict of laws and comity. Any action pursuant to a dispute under this Regulatory Agreement
must be brought in Miami -Dade County and no other venue. All meetings to resolve said dispute,
including voluntary arbitration, mediation, or other alternative dispute resolution mechanism, will
take place in this venue. The parties both waive any defense that venue in Miami -Dade County is
not convenient.
THIS REGULATORY AGREEMENT has been executed and delivered as of the day and
year first above written.
[Signature Page Follows]
Page 6 of 9
IN WITNESS WHEREOF, the parties hereto have caused this Regulatory Agreement to be
executed by their undersigned officials as duly authorized.
WITNESSES:
WITNESSES.
kik
Print Name: ewe-4 Lk buy e-r'
/h 4. _
Print Name: /N e r o ti4—C—E�
16 Corner Property Owner, LLC Address:
Manager: Avra Jain
7272 NE 6th Court, #5
Miami, Florida 33138
STATE OF FLORIDA )
PROJECT SPONSOR:
16 CORNER PROPERTY OWNER,
LLC, a Florida limited liability company
By: 16 Corner, LLC, its Manager
By:
Avra Jain, M
Date: `-)
ACKNOWLEDGMENT
COUNTY OF MIAMI-DADE )
THEMGOING INSTRUMENT was acknowledged before me on this 2 day of
emu- , 2018 by Avra Jain, as Manager of 16 Corner, LLC, the Manager of 16 Corner
Property O er, LLC, on behalf of such limited liability companies, who i personally known to
me or who produced a / 4- as identification.
My Commission Expires:
INES MORALES
Notary Public- State of Florida
•-_`• Commission 9 GG 135136
My Comm. Expires Aug 18, 2021
F? _ Bonded through National NctaryAsst.
Signature of Notary Public, State of Florida
%UES "rid A 61-e-
Printed Name of Notary Public
Page 7 of 9
IN WITNESS WHEREOF, the parties hereto have caused this Regulatory Agreement to be
executed by their undersigned officials as duly authorized.
ATTEST:
CRA:
OMNI REDEVELOPMENT DISTRICT
COMMUNITY REDEVELOPMENT AGENCY
of the City of Miami, a public agency and body
corporate created pursuant to Section 163.356,
Florida Statutes ("CRA")
---,By:
Todd Hannon, of the Board Jason Wa1k
Date:
/3p / B
Executive Director
APPROVED AS TO INSURANCE APPROVED AS TO FORM AND
REQUIREMENTS
rie S is
Director of Ris
ment
CORRECTNESS:
Vi toria Men s z
General Counsel
grA
Page 8 of 9
Exhibit A
LeL:a1 Description of the Properties 1541 NW 1st Place, Miami. Florida. 1535 NW Pt Place.
Miami, Florida, 1540 NW 1st Court, Miami, Florida
Full Le{gal Description
1541 NW 1st Place, Miami, Florida:
WADDELLS ADD PB B-53
LOT 2 LESS WSFT ST BLK 37
LOT SIZE 60.000 X 95
OR 12755-525 1285 5
COC 22454-0707 06 2004 2
1535 NW 1st Place, Miami, Florida:
WADDELLS ADD PB B-53
LOT 3 LESS WSFT ST BLK 37
LOT SIZE 60.000 X 95
OR 12755-528 1285 5
COC 22454-0707 06 2004 2
1540 NW 1st Court, Miami, Florida:
WADDELLS ADD PB B-53
LOTS 1 & 4 & 5
LOT SIZE 180.000 X 100
OR 20490-2707 0602 1
COC 21874-0870/24915-4257 0703 4
COC 21874-8701 26120- 0955 0703 4
Page 9 of 9
EXHIBIT "I"
SIGNAGE REQUIREMENTS
Page 47 of 49
EXHIBIT I
SIGNAGE REQUIREMENTS
PROJECT SPONSOR shall consult with the CRA's Executive Director regarding all uses and
displays of the recognition of the CRA.
(b)PROJECT SPONSOR shall prominently display signage acknowledging the CRA's
contribution to the Project at the project site.
(c) PROJECT SPONSOR shall produce, publish, advertise, disclose, or exhibit the CRA's name
and/or logo, in acknowledgement of the CRA's contribution to the Project, in all forms of media
and communications created by PROJECT SPONSOR in relation to this Agreement and/or the
Project, for the purpose of publication, promotion, illustration, advertising, trade or any other
lawful purposes, including but not limited to stationary, newspapers, periodicals, billboards,
posters, email, direct mail, flyers, telephone, public events, and television, radio, or internet
advertisements or postings, or interviews.
(c) The CRA shall have the right to approve the form and placement of all acknowledgements,
which approval shall not be unreasonably withheld.
(d) PROJECT SPONSOR further agrees that the CRA's name and logo may not be otherwise used,
copied, reproduced, altered in any manner, or sold to others for purposes other than those specified
in this Agreement. Nothing in this Agreement, or in Project Sponsor's use of the CRA's name and
logo, confers or may be construed as conferring PROJECT SPONSOR any right, title, or interest
whatsoever in the CRA's name, identifying information, and logo beyond the limited right granted
in this Agreement.
EXHIBIT "J"
ADDITIONAL INSURANCE REQUIREMENTS
Page 48 of 49
EXHIBIT J
INSURANCE REQUIREMENTS FOR A CERTIFICATE OF
INSURANCE-16 CORNER LLC PROJECT RENOVATION PHASE
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 & OMNICRA 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 & OMNICRA listed as an Additional Insured
III. 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
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $2,000,000
Aggregate $2,000,000
City of Miami & OMNICRA listed as an additional insured
Excess Follow Form over all applicable liability policies contained herein
V. Owners & Contractor's Protective
Each Occurrence
General Aggregate
$1,000,000
$1,000,000
City of Miami & OMNICRA listed as named insured
VI. Payment and Performance Bond $ 2,000,000
City of Miami & OMNICRA listed as an Obligee
VII. Builder's Risk
Causes of Loss: All Risk of Direct Physical Damage or Loss
Valuation: Replacement Cost
Deductibles: 5% Wind, Hail, and Flood, $25,000 AOP
Coverage Extensions included
City of Miami & OMNICRA listed as an additional insured and loss payee
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 J- PROJECT SPONSOR
INSURANCE REQUIREMENTS FOR A CERTIFICATE OF
INSURANCE- 16 CORNER LLC PROJECT (PROJECT SPONSOR)
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 & ONMI CRA 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 & OMNI CRA listed as an Additional Insured
III. Worker's Compensation
Limits of Liability
Statutory -State of Florida
Waiver of subrogation
Employer's Liability
A. Limits of Liability
$100,000 for bodily injury caused by an accident, each accident.
$100,000 for bodily injury caused by disease, each employee
$500,000 for bodily injury caused by disease, policy limit
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.
SCHEDULE A
PERMITTED FINANCING
Page 49 of 49
CERTIFICATE OF AUTHORITY
(IF LIMITED LIABILITY CORPORATION)
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
I HEREBY CERTIFY that a meeting of the principals of 16 CORNER PROPERTY OWNER, LLC, a Florida
limited liability company (the "Company"), whose mailing address is 7272 NE 6th Court, Suite 10, Miami FL
33138, organized and existing under the laws of the State of Florida held on July , 2018, the following
resolution was duly passed and adopted:
"RESOLVED, that, Avra Jain as Manager of 16 Corner, LLC, the manager of the Company be and is hereby
authorized to execute all loan documents in connection with (1) that certain $1,800,000 acquisition loan, and (2)
that certain $2,000,000 construction loan, each made by the Omni Redevelopment District Community
Redevelopment Agency ("CRA") to the Company and dated on or about the date hereof."
I further certify that said resolution is now in full force and effect.
written.
IN WITNESS WHEREOF, the undersigned has hereunto set its hand as of the day and year first above
16 CORNER PROPERTY OWNER LLC,
a Florida Limited Liability Company
By: 16 Corner, LLC, its Manager
By:
Print Name: Avra Jain
Title: Manager
Sworn to and subscribed before me this day of July, 2018, by Avra Jain, as Manager of 16
Corner, LLC, the manager of 16 CORNER PROPERT OWNER LLC, a Florida limited liability company, on
behalf of said � lty, who is ( ) personally known to me or ( /) has produced the following
identification
ANL-
,.i ;'p'''INES MORALES
= Notary Public — State of Florida
Commission # GG 135136
My Comm. Expires Aug 18,2021
8orded through National Notary Assn.
(Printed, typed or stamped commissioned
Notary Public — State of Florida
My commission expires / - % L/
CERTIFICATE OF DEBARMENT AND SUSPENSION
(a) Authority and requirement to debar and suspend:
After reasonable notice to an actual or prospective contractual party, and after reasonable opportunity
to such party to be heard, the Executive Director, after consultation with the City Attorney as General
Counsel, shall have the authority to debar a contractual party for the causes listed below from
consideration for award of CRA contracts. The debarment shall be for a period of not fewer than
three years. The Executive Director shall also have the authority to suspend a contractor from
consideration for award of City contracts if there is probable cause for debarment. Pending the
debarment determination, the authority to debar and suspend contractors shall be exercised in
accordance with regulations, which shall be issued by the Chief Procurement Officer after approval
by the Executive Director, the City Attorney, and the CRA Board or City Commission.
(b) Causes for debarment or suspension include the following:
1. Conviction for commission of a criminal offense incident to obtaining or attempting to obtain a
public (Federal, state, or local) or private contract or subcontract, or incident to the performance
of such contract or subcontract.
2. Conviction under state or federal statutes of embezzlement, theft, forgery, bribery, falsification
or destruction of records, receiving stolen property, or any other offense indicating a lack of
business integrity or business honesty.
3. Conviction under state or federal antitrust statutes arising out of the submission of bids or
Proposals.
4. Violation of contract provisions, which is regarded by the Chief Procurement Officer to be
indicative of non -responsibility. Such violation may include failure without good cause to
perform in accordance with the terms and conditions of a contract or to perform within the time
limits provided in a contract, provided that failure to perform caused by acts beyond the control
of a party shall not be considered a basis for debarment or suspension.
5. Debarment, proposed for debarment, declaration of ineligibility, voluntary exclusion from
covered transactions, or suspension of the contractual party by any federal, state, local, or other
governmental entity.
6. False certification pursuant to paragraph (c) below.
7. Any other cause judged by the Executive Director to be so serious and compelling as to affect
the responsibility of the contractual party performing CRA and City contracts.
8. One or more public transactions (Federal, state, or local) terminated for cause or default.
9. Civil judgment rendered for the commission of fraud.
Additionally, the undersigned hereby certifies that neither the contractual party nor any of its principal
owners or personnel are not presently indicted for otherwise criminally or civilly charged by a
governmental entity (Federal, state, or local) with the commission of any of the violations set forth above.
(c) Certification:
All contracts for goods and services, sales, and leases by the CRA and City shall contain a
certification that neither the contractual party nor any of its principal owners or personnel has been
convicted of any of the violations set forth above or debarred or suspended as set forth in paragraph
(b) (5).
The undersigned hereby certifies that neither the contractual party nor any of its principal owners or
personnel has been convicted of any of the violations set forth above, or debarred or suspended as set
forth in paragraph (b) (5).
IN WITNESS WHEREOF, the undersigned has hereunto set its hand as of the day and year first above written.
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
Sworn to and subscribed before
Corner, LLC, the manager of 16 CO
behalf of said entity, wip is
identification
A-
INES MORALES
\ Notary Public -State of Florida
•= Commission a1GG135136
/ My Comm, Expires Aug 18,2021
„ro horded*rough National NotaryAssn.
16 CORNER PROPERTY OWNER LLC,
a Florida Limited Liability Company
By: 16 Corner, LLC. its Ian er
By:
Print Name: Avra Jain
Title: Manager
me this 3o day of July, 2018, by Avra Jain, as Manager of 16
PROPERTY OWNER LLC, a FI rida limited liability company, on
personally known to me or L'-k has produced the following
(Printed, typed or stamped commissioned
Notary Public — State of Florida
My commission expires P/,- 2-1
SWORN STATEMENT ON PUBLIC ENTITY CRIMES
SECTION 287.133(3)(a), FLORIDA STATUTES
THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC
OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS.
1. This sworn statement is submitted to the OMNI REDEVELOPMENT DISTRICT
COMMUNITY REDEVELOPMENT AGENCY. a Public ALency and Body Corporate created pursuant to
Section 163.356, Florida Statutes.
by : [Avra Jain, Manager of 16 Corner, LLC, the Manager of 16 Corner Property Owner LLC]
for 16 CORNER PROPERTY OWNER, LLC
[print name of entity submitting sworn statement]
whose business address is: 7272 NE 6'h Court, Suite 10, Miami, FL 33138
and (if applicable) its Federal Employer Identification Number (FEIN) is: 83-1303849.
2. I understand that a "public entity crime" as defined in Paragraph 287.133(1)9g), Florida
Statutes, means a violation of any state or federal law by a person with respect to and directly related to the
transaction of business with any public entity or with an agency or political subdivision of any other state or the
United States, including, but not limited to, any bid or contract for goods and services to be provided to any
public entity or an agency or political subdivision of any other state or of the United States involving antitrust,
fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation.
3. I understand that "convicted" or "conviction" as defined in Paragraph 287.133(1)(b), Florida
Statutes, means a finding of guilt or a conviction or a public entity crime, with or without an adjudication of
guilt, in any federal or state trial court of record relating to charges brought by indictment or information after
July 1, 1989, as a result of a jury verdict, nonjury trial, or entry of a plea of guilty or nolo contendere.
4. I understand than an "affiliate" as defined in Paragraph 287.133(1)(a), Florida Statutes, means:
a. A predecessor or successor of a person convicted of a public entity crime; or
b. An entity under the control of any natural person who is active in the management of the entity
and who has been convicted of a public entity crime. The term "affiliate" includes those officers, directors,
executives, partners, shareholders, employees, members, and agents who are active in the management of an
affiliate. The ownership by one person of shares constituting a controlling interest in another person, or a pooling
of equipment or income among persons when not for fair market value under an arm's length agreement, shall
be a prima facie case that one person controls another person. A person who knowingly enters into a Team with
a person who has been convicted of a public entity crime in Florida during the preceding 36 months shall be
considered an affiliate. RFP for Park East Youth Center RFP 2014-74
5. I understand that a "person" as defined in Paragraph 287.133(1)(e), Florida Statutes, means any
natural person or entity organized under the laws of any state or of the United States with the legal power to
enter into a binding contract and which bids or applies to bid on contracts for the provision of goods or services
let by a public entity, or which otherwise transacts or applies to transact business with a public entity. The term
"person" includes those officers, directors, executives, partners, shareholders, employees, members, and agents
who are active in the management of an entity.
1
6. Based on information and belief, the statement that I have marked below is true in relation to
the entity submitting this sworn statement. [Indicate which statement applies.]
X Neither the entity submitting this sworn statement, nor any officers, directors, executives,
partners, shareholders, employees, members, or agents who are active in the management of the entity, not any
affiliate of the entity, has been charged with and convicted of a public entity crime subsequent to July 1, 1989.
This entity submitting this sworn statement, or one or more of its officers, directors, executives,
partners, shareholders, employees, members, or agents who are active in the management of the entity, or an
affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989.
The entity submitting this sworn statement, or one or more of its officers, directors, executives,
partners, shareholders, employees, members, or agents who are active in the management of the entity, or an
affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989.
However, there has been a subsequent proceeding before a Hearing Officer of the State of Florida, Division of
Administrative Hearings and the Final Order entered by the Hearing Officer determined that it was not in the
public interest to place the entity submitting this sworn statement on the convicted vendor list. [attach a copy
of the final order]
7. This affidavit may be signed in several counterparts, each of which shall be an original and all of
which together shall constitute but one and the same document binding on all of the parties, notwithstanding that not
all of the parties have signed the same counterpart. Any signature delivered by a party by facsimile, email or other
electronic transmission shall be deemed to be an original signature to this affidavit
I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER
FOR THE PUBLIC ENTITY IDENTIFIED IN PARAGRAPH 1 ABOVE IS FOR THAT PUBLIC
ENTITY ONLY AND, THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE
CALENDAR YEAR IN WHICH IT IS FILED. I ALSO UNDERSTAND THAT I AM REQUIRED TO
INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE
THRESHOLD AMOUNT PROVIDED IN SECTION 287.017, FLORIDA STATUTES, FOR
CATEGORY TWO OF ANY CHANGE IN THE INFORMATION CONTAINED IN THIS FORM.
[SIGNATURES CONTINUED]
2
IN WITNESS WHEREOF, the undersigned has hereunto set its hand as of the day and year first above
written.
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
16 CORNER PROPERTY OWNER LLC,
a Florida Limited Liability Company
By: 16 Corner, LLC, its Manager
By:Print Name: Avra Jain
Title: Manager
Sworn to and subscribed before me this day of July, 2018, by Avra Jain, as Manager of 16
Corner, LLC, the manager of 16 CORNIER PROPERTY OWNER LLC, a Fl da limited liability company, on
behalf of said enti , who is ( 1/) personally known to me or rhas produced the following
identification 11q-
••,•'ti,,�tYP '•�., INES MORALES
Notary Public - State of Florida
•• = Commission tl GG 135136
My Comm. Expires Aug 18,2021
Bonded through National Notary Assn.
(Printed, typed or stamped commissioned
Notary Public — State of Florida
My commission expires 44.26 g 044 - %r
3
BENEFICIAL INTEREST AND DISCLOSURE OF OWNERSHIP AFFIDAVIT
1. This Affidavit is submitted to the OMNI REDEVELOPMENT DISTRICT COMMUNITY
REDEVELOPMENT AGENCY, a Public Agency and Body Corporate created pursuant to Section 163.356,
Florida Statutes, whereupon the undersigned authority, personally appeared, Avra Jain, as Manager ("Corporate
Representative") of 16 Corner, LLC, a Florida limited liability company, the manager of 16 CORNER
PROPERTY OWNER LLC, a Florida limited liability company, whose mailing address is 7272 NE 6th Court,
Suite 10, Miami, FL 33138, and (if applicable) its Federal Employer Identification Number (FEIN) is: 83-
1303849, subject to the penalties prescribed for perjury, deposes and says:
2. The Corporate Representative has read the contents of this Affidavit, has actual knowledge of
the facts contained herein, and states that the facts contained herein are true, correct, and complete.
3. The following is a list of every "person" (as defined in Section 1.01(3), Florida Statues to
include individuals, children firms, associates, joint adventures, partnerships, estates, trusts, business trusts,
syndicates, fiduciaries, corporations and all other groups and combinations) as of the date hereof holding 5% or
more of the beneficial interest in the disclosing entity: (If more space is needed, attach separate sheet): Avra
Jain; Mt. Zion Developments, Inc.; Sydney Kahn and Haresh Tharani.
4. This affidavit may be signed in several counterparts, each of which shall be an original and all of
which together shall constitute but one and the same document binding on all of the parties, notwithstanding that not
all of the parties have signed the same counterpart. Any signature delivered by a party by facsimile, email or other
electronic transmission shall be deemed to be an original signature to this affidavit.
[signature on following page]
IN WITNESS WHEREOF, the undersigned has hereunto set its hand as of the day and year first above
written.
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
16 CORNER PROPERTY OWNER LLC,
a Florida Limited Liability Company
By: 16 Corner, LLC, its Manager
By:
Print Name: Avra Jain
Title: Manager
Sworn to and subscribed before me this day of July, 2018, by Avra Jain, as Manager of 16
Corner, LLC, the manager of 16 CORNER PROPERTY OWNER LLC, a Flo da limited liability company, on
behalf of said e1tig, who is ( ) personally known to me or ( "has produced the following
identification—
4
INES MORALES
Notary Public — State of Florida
Commission # GG 135136
My Comm. Expires Aug 18, 2021
Borded through National Notary Assn.
I
(Printed, typed or stamped commissioned)
Notary Public — State of Florida
My commission expires `
CERTIFICATION REGARDING LOBBYING
Certification for Contracts, Grants, Loans, and Cooperative Agreements
The undersigned certifies to the best of his or her knowledge and belief, that:
(1) No appropriated funds have been paid, or will be paid, by or on behalf of the undersigned, to any
person for influencing or attempting to influence an officer or employee of an agency a Member of
Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection
with the awarding of any contract, the making of any grant, the making of any loan, the entering into of
any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any
contract, grant, loan, or cooperative agreement.
(2) If any funds other than appropriated funds have been paid to any person for influencing or attempting
to influence an officer or employee of any agency, a Member of Congress, an officer or employee of
Congress, or an employee of a Member of Congress in connection with this contract, grant, loan, or
cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure
Form to Report Lobbying," in accordance with its instructions.
(3) This undersigned shall require that the language of this certification be included in the award
documents for "All" sub -awards at all tiers (including subcontracts, sub -grants, and contracts under
grants, loans, and cooperative agreements) and that all sub -recipients shall certify and disclose
accordingly.
This certification is a material representation of fact upon which reliance was placed when this transaction
was made or entered into. Submission of this certification is a pre -requisite for making or entering into
this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required
certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for
each such failure.
16 CORNER PROPERTY OWNER LLC,
a Florida Limited Liability Company
By: 16 Corner, LLC, its Manager
By:
Print Name: vra Jai
Title: Manager
* Note if applicable: In these instances, "All" in the Final Rule is expected to be clarified to show that it
applies to covered contract/grant transactions over $100,000 (per QMB).
CONFLICT OF INTEREST DISCLOSURE AFFIDAVIT
CHAPTER 112, FLORIDA STATUTES
THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC
OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS.
The undersigned, being first duly sworn, states:
1. The full legal name and business address of the person or entity contracting or transacting
business with the City of Miami is: 16 CORNER PROPERTY OWNER LLC
2. The business is formed as a: Florida limited liability company.
3. The business was formed or incorporated in the following year and state: June 4, 2018,
4. The business is registered in the following state(s): Florida.
5. FOR CORPORATIONS:
A. The following trustees, advisory board members or purchasing agents of the City or their
spouses or children are officers or directors of the corporation: NONE
B. The following trustees, advisory board members or purchasing agents of the City or their
spouses or children or any combination thereof hold directly or indirectly more than 5% but less than 10%
ownership in the corporation's stock: NONE
C. The following trustees, advisory board members or employees of the City or their spouses,
children or parents hold directly or indirectly 10% or more of the ownership in the corporation's stock: NONE
D. The following trustees, advisory board members or employees of the City are employees of or
in a contractual relationship with the corporation: NONE
6. This affidavit may be signed in several counterparts, each of which shall be an original and all of
which together shall constitute but one and the same document binding on all of the parties, notwithstanding that not
all of the parties have signed the same counterpart. Any signature delivered by a party by facsimile, email or other
electronic transmission shall be deemed to be an original signature to this affidavit.
[SIGNATURES CONTINUED]
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16 CORNER PROPERTY OWNER LLC,
a Florida Limited Liability Company
By: 16 Corner, LLC, its Manager
By:
Print Name: Avra Jain
Title: Manager
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
Sworn to and subscribed before me this Z4 day of July, 2018, by Avra Jain, as Manager of 16
Corner, LLC, the manager of 16 CO ER PROPERTY OWNER LLC, a Florida limited liability company, on
behalf of said entit}l, who is ( ) personally known to me or (�L6J`) has produced the following
identification
!fr
INES MORALES
Notary Public _ State of Florida
' ' Commission 0 GG 135136
My Comm. Expires Aug la 2021
^ a Bandedthmu ghNa6onalNataryAssn.
(Printed, typed or stamped commissioned
Notary Public — State of Florida
My commission expires P —
2