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HomeMy WebLinkAbout23789AGREEMENT INFORMATION AGREEMENT NUMBER 23789 NAME/TYPE OF AGREEMENT BISCAYNE HOUSING GROUP, LLC, BRM SOUTHEAST HOLDINGS, LLC & BRM SOUTHEAST ILP HOLDINGS, LLC DESCRIPTION CONFIRMATION OF NO OBJECTION TO TRANSFER & ESTOPPEL CERTIFICATION/TEATRO MARTI APARTMENTS, LLC EFFECTIVE DATE August 14, 2019 ATTESTED BY TODD B. HANNON ATTESTED DATE 8/14/2019 DATE RECEIVED FROM ISSUING DEPT. 2/22/2022 NOTE ORIGINATING DEPARTMENT: Housing a Co meat DEPT. CONTACT PERSON: Maria T. Ason EXT. 1971 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Teatro Marti Apartments, LLC/FL Teatro Marti , LLC IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? ❑ YES ® NO TOTAL CONTRACT. AMOUNT: $ 0 FUNDING INVOLVED? ❑ YES ® NO TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT HcD Iglu O ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT OTHER: (PLEASE SPECIFY) Confirmation of No Objection to Transfer and Estoppel Certificate PURPOSE OF ITEM (BRIEF SUMMARY): On February 28, 2018. the Housing and Commercial Loan Committee (JCLC) approved the transfer of the Teatro Marti Apartments project ownership interest from the original borrower, Teatro Marti Apartments, LLC to BRM Southeast Holdings, LLC (BRM) subject to certain conditions. The new Borrower rejected the conditions. After negotiations between parties. on September 26.2018, the HCLC consented to the transfer of the ownership interest to BRM without said conditions. On November 28, 2018, the HCLC approved the transfer of ownership interest to FL Teatro Marti. LLC and BRM Southeast ILP Holdings, LLC as the new investor as per the request of the buyer. The project is currently in compliance with the affordability requirements of the original loan agreement. COMMISSION APPROVAL DATE: / / FILE ID: ENACTMENT NO.: IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: Housing and Commercial Loan Committee ("HCLC") dated November 28. 2018. ;._,.._:ROU,TINGi-INFORMATION . ;;':;.;.__; . : Date PLEASE PRINT AND SIGN APPROVAL BY DEPARTMENTAL DIRECTOR lCnr � ( ` GeorgeMensah / SIGNAT • SUBMITTED TO RISK MANAGEMENT Ann -Marie Sh SIGNATURE: /V SUBMITTED TO CITY ATTORNEY ( , VI V' Victoria Mendez SIGNATURE: % APPROVAL BY ASSISTANT CITY MANAGER gI /i(/ a. Sandra Bridgeman SIGNATURE: APPROVAL BY DEPUTY CITY MANAGER Joseph Napoli SIGNATURE: RECEIVED BY CITY MANAGER Emilio T. Gonazalez, PhD SIGNATURE: 1) ONE ORIGINAL TO CITY CLERK, 2) ONE COPY TO CITY ATTORNEY'S OFFICE, 3) REMAINING ORIGINAL(S) TO ORIGINATING (a (2-`)- e, 4. )2 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 CONFIRMATION OF NO OBJECTION TO TRANSFER AND ESTOPPEL CERTIFICATE THIS CONFIRMATION OF NO OBJECTION TO TRANSFER AND ESTOPPEL CERTIFICATE (hereinafter referred to as the "Document"), is executed and delivered the / V day of £ , 2019, by and between BISCAYNE HOUSING GROUP, LLC, a Florida limitedliability company whose address is 25 Southeast 2nd Avenue, Suite 248 Miami, Florida 33131 ("BHG") and who is the sole owner, member and manager of TEATRO MARTI APARTMENTS, LLC, a Florida limited liability company whose address is 25 Southeast 2nd Avenue, Suite 248, Miami, Florida 33131 ("Teatro Marti"), BRM SOUTHEAST HOLDINGS, LLC, a Florida limited liability company whose address is 501 North Magnolia Avenue, Orlando, Florida 32801 ("BRM"), in its capacity as parent company of affiliate FL TEATRO MARTI, LLC, a Florida limited liability company whose address is 501 North Magnolia Avenue, Orlando, Florida 32801 ("New Managing Member"), BRM SOUTHEAST ILP HOLDINGS, LLC, a Florida limited liability company whose address is 501 North Magnolia Avenue, Orlando, Florida 32801 (New Investor Member"), and the CITY OF MIAMI, a municipal corporation of the State of Florida, with offices at 444 S.W. 2nd Avenue, Miami, Florida 33130-1910 (hereinafter called "City") (Collectively, BHG, Teatro Marti, BRM, New Managing Member, New Investor Member and City may be referred to as "Parties") RECITALS WHEREAS, Teatro Marti Apartments, LLC, a Florida limited liability company ("Teatro Marti"), is the owner of the building located at 430 SW 8th Avenue, Miami, Florida, known as Teatro Marti Apartments ("Apartments"); and WHEREAS, the land upon which the Apartments has been developed ("Land") is owned by City; and WHEREAS, pursuant to Resolution No. 11-00339, adopted by City on May 2, 2011, City leased the Land to Teatro Marti pursuant to that certain 50-year ground lease ("Lease") by and between City and Teatro Marti dated October 17, 2011, a copy of which Lease is attached hereto and made a part hereof as Attachment "C"; and WHEREAS, pursuant to Section 21.1 of the Lease, Teatro Marti agreed not to make any changes in Teatro Marti's structure or ownership without City's approval; and WHEREAS, pursuant to approvals of April 17, 2009, October 16, 2009 and May 20, 2011, the City's Housing and Commercial Loan Committee ("HCLC") approved $3,000,000.00 in Page 1 of 12 RFA 18-520 v.2 HOME Investment Partnership Program funds to Teatro Marti for the development of the Apartments, subject to the terms and conditions of that certain HOME Loan Agreement ("Loan Agreement") by and between City and Teatro Marti dated October 17, 2011, a copy of which Loan Agreement is attached hereto and made a part hereof as Attachment "D"; and WHEREAS, pursuant to Section 6.5(a) of the Loan Agreement, Teatro Marti agreed not to transfer any beneficial interest in or operating control of Teatro Marti without City's approval; and WHEREAS, and in connection with the Loan Agreement, Teatro Marti granted the City a Leasehold Mortgage dated October 17, 2011, which is recorded in Book 27884 at Page 254 ("Mortgage"), incorporated herein by this reference; and WHEREAS, and in connection with the Loan Agreement, Teatro Marti entered into a Declaration of Restrictive Covenants, dated October 17, 2011, which is recorded in Book 27884 at Page 0269 ("Covenant"), incorporated herein by this reference; and WHEREAS, and in connection with the Loan Agreement, Teatro Marti entered into a Rent Regulatory Agreement, dated October 17, 2011, which is recorded in Book 27884 at Page 0275 ("Rent Regulatory Agreement"), incorporated herein by this reference; and WHEREAS, pursuant to Section 15 of the Mortgage, Teatro Marti agreed not to transfer any legal or equitable interest in the Lease without City's approval; and WHEREAS, on March 20, 2014, the City issued a certificate of occupancy for the Apartments, which is fully leased to qualified families; and WHEREAS, in June 2015, criminal charges were filed by the United States Department of Justice against members of BHG; and WHEREAS, in July 2015, an arbitration panel in the Matter of Arbitration re: Cox, DeRamon and Biscayne Housing Group, LLC (the "Arbitration Panel") appointed Mr. Joel L. Tabas ("Tabas") as the sole Manager of BHG, as per the order attached hereto as Attachment "E" (the "Appointment Order"); and WHEREAS, subject to the supervision and consent of the Arbitration Panel as required and set forth in the Appointment Order, Tabas is responsible for all aspects of managing BHG, including having the legal authority to administer and sell BHG's assets; and WHEREAS, on August 1, 2017, BHG entered into a Purchase and Sale Agreement (the "PSA") with BRM Southeast Holdings, LLC, a Florida limited liability company ("BRM"), for BRM to purchase all of BHG's interests in Teatro Marti (the "LLC Interests") for $425,000.00; and WHEREAS, in connection with closing on the PSA, BRM will execute an Assignment and Assumption Agreement (the "PSA Assignment") pursuant to which BRM will assign (i) its PSA rights to acquire one percent (1%) of the LLC Interests to FL Teatro Marti, LLC ("New Managing Page 2 of 12 RFA 18-520 v.2 Member"), an affiliate of BRM, and (ii) its PSA rights to acquire ninety-nine percent (99%) of the LLC Interests to BRM Southeast ILP Holdings, LLC ("New Investment Member"), also an affiliate of BRM; and WHEREAS, as a result of the PSA and PSA Assignment, BHG will sell all its interests in Teatro Marti to New Managing Member and New Investment Member (together, "New Owners"); and WHEREAS, on October 19, 2018, a letter from BHG informed the City of BHG's interest in selling the LLC Interests to BRM; and WHEREAS, New Owners are requesting the City's consent regarding the aforementioned sale of the LLC Interests ("Sale"); and WHEREAS, on November 28, 2018, the HCLC approved the City's Department of Housing and Community Development's recommendation that the City will "Consent to the sale and transfer of BHG's Interests in the property to BRM," that all "other loan terms will remain the same," and that AGPM, LLC will be the property manager of the Apartments; and WHEREAS, in order to provide for City's consent and confirmation of the transaction the Parties have set forth their respective understandings herein; NOW THEREFORE, the City's consent and confirmation that it does consent to the aforementioned Sale is subject to this written agreement and acknowledgement from BHG, in its capacity as sole member, owner, and manager of Teatro Marti, and New Owners, as well as BRM, in its capacity as parent company and sole member of New Managing Member, of the following: 1. The Parties agree that all of the above recitals are true and correct. All of the documents referenced herein are deemed as being expressly incorporated by reference herein as though set forth in full herein. 2. The City's Mortgage on the Apartments is in 1st lien position on the real property, whose legal description is attached hereto and incorporated herein as Attachment "A." 3. Neither BHG nor BRM nor any of their aforementioned affiliates, namely New Owners and Teatro Marti, have any defense or set off to the Mortgage loan balances set forth in the Mortgage, and all Parties acknowledge and agree to abide by the provisions in the Lease, the Loan Agreement, the Mortgage, the Covenant, the Rent Regulatory Agreement, and related loan documents that are conditions precedent to loan forgiveness of the debt secured by the Mortgage. 4. BRM and New Owners hereby agree to adhere to assume and be obligated to the covenants in the Lease, the Loan Agreement, the Mortgage and related loan documents, including but not limited to the Covenant and Rent Regulatory Agreement as those covenants will now and -henceforth apply to BRM and New Owners for the term of the covenants as set forth in the Lease, the Loan Agreement, the Mortgage, the Covenant, the Rent Regulatory Agreement, and all other related loan documents. Page3 of 12 RFA 18-520 v.2 5. BRM and New Owners acknowledge and agree to accept the aforesaid covenants by executing this document here indicated. 6. BHG and Teatro Marti acknowledge and agree to accept the aforesaid covenants by executing this document here indicated. 7. Subject to the full execution of this document by all Parties as indicated, the City hereby consents to the transfer which is the subject matter hereof. 8. BRM agrees to provide . the City with insurance coverage in accordance with Attachment "B." 9. This Document and its Attachments, described as follows, contain all the terms and conditions of the agreement between the Parties: Attachment A Apartments' Legal Description Attachment B Insurance Requirements Attachment C Lease Attachment D Loan Agreement Attachment E Order 10. The Parties further agree that this Document will be construed under the laws of the State of Florida and that venue in any civil action arising out of the Document shall be in Miami -Dade County, Florida. In order to expedite any civil action arising between there as a result of this Document, the Parties will waive their right to demand a jury trial, or to institute counterclaims, or to maintain claims for attorney's fees against the other Parties. 11. All notices under this Document shall be in writing and addressed as follows: To City: With Copy To: City of Miami Department of Housing and Community Development One Flagler Building 14 Northeast 1st Avenue, Second Floor Miami, Florida 33132 Attn: George Mensah, Director Victoria Mendez City Attorney City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 To BHG: Tabas, Joel L. 25 S.E. 2nd Avenue Page 4 of 12 RFA 18-520 v.2 To Teatro Marti: Suite 248 Miami, FL 33131 Tabas, Joel L 25 S.E. 2nd Avenue Suite 248 Miami, FL 33131 To BRM: Louis E Vogt And Scott Zimmerman 501 N Magnolia Avenue Orlando, FL 32801 To New Managing Member: Louis E Vogt And Scott Zimmerman 501 N Magnolia Avenue Orlando, FL 32801 To New Investor Member: Louis E Vogt And Scott Zimmerman 501 N Magnolia Avenue Orlando, FL 32801 12. BHG hereby acknowledges that the Covenant and the Rent Regulatory Agreement are currently in good standing, and that no defaults, claims, or setoffs exist thereunder. BHG acknowledges it has duly carried out all obligations set forth in the Covenant and the Regulatory Agreement and is not in default of any obligations thereunder or sums due. BHG hereby releases, holds harmless, indemnifies, and agrees to defend the City, its officials and employees from any claims, actions, damages, liabilities, fees, costs and judgments arising from the Covenant, the Rent Regulatory Agreement, and/or this Document, arising prior to the date of this Document. 13. BRM and New Owners agree to carry out all obligations set forth in the Covenant and the Regulatory Agreement, as aforesaid. BRM and New Owners hereby release, hold harmless, indemnify, and agree to defend the City, its officials and employees from any claims, actions, damages, liabilities, fees, costs and judgments arising from the Covenant, the Regulatory Agreement, and/or this Document, arising on or after the date of this Document. 14. Each person executing this Document on behalf of a party hereto represents and warrants that such person is duly and validly authorized to do so on behalf of such party with full right and authority to execute this Document and to bind such party with respect to all of its obligations hereunder. 15. This Document may be executed in counterparts each of which shall be deemed an original and all of which when taken together constitute one and the same instrument, binding on all of the Parties. Page 5 of 12 RFA 18-520 v.2 16. The covenants, terms, and agreements contained in this Document shall be binding upon the heirs, personal representatives, successors and assigns of the respective Parties. 17. This is the entire agreement between the Parties. It replaces and supersedes any and all oral agreements between the Parties, as well as any prior writings. Modifications and amendments to this Agreement shall be enforceable only if they are in writing and are signed by authorized representatives of the Parties. [This Space Has Been Intentionally Left Blank] RFA 18-520 v.2 Page 6 of 12 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their undersigned officials as duly authorized. CITY: ATTEST: CITY OF MIAMI, a municipal corporation of the State of Florida Todd Hannon, Date: rk . Gonzalez, City Manager APPROVED AS TO INSURANCE APPROVED : " TO FO'• AND CORRECTNESS: REQUIREMENTS Ann -Marie Sharpe Director, Risk- Management APPROVED BY THE DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT: RFA 18-520 v.2 Victo a Mendez, Ci • rney Page 7 of 12 IN WITNESS WHEREOF, the parties hereto have caused this Document to be executed by their undersigned officials as duly authorized. Biscayne Housing Group, LLC, a Florida limited liability company WITNESSES: Print Name: E-��c'�'U By: Joel J1J T'abas, Manager Print Na ACKNOWLEDGMENT STATE OF FLORIDA ) COUNTY OF MIAMI-DADE ) THE FOREGOING INSTRUMENT was acknowledged before me on this 17 day of ,Jpa-i ( , 2019 by Joel L. Tabas, as Manager of Biscayne Housing Group, LLC, a Florida limited liability company, who is personally known to m)or who produced a My Commission Expires: .. ... .••. JANETCEPERO Notary Public - State of Florida Commission # GG 320948 ®rod' My Comm. Expires May 1, 2023 Bonded through National Notary Assn. RFA 18-520 v.2 Signature of . y Public, State of Florida Ja tide CeP Printed Name of Notary Pu lic Page 8 of 12 IN WITNESS WHEREOF, the parties hereto have caused this Document to be executed by their undersigned officials as duly authorized. WITNESSES: Print Name: E. ieaaCt-Li a Print Nam of4 STATE OF FLORIDA Teatro Marti Apartments, LLC, a Florida limited liability company By: Joel Tabas, Manager ACKNOWLEDGMENT COUNTY OF MIAMI-DADE ) nTHE FOREGOING INSTRUMENT was acknowledged before me on this /7 day of /4. "�-1 , 2019 by Joel L. Tabas, a`Manager of Teatro Marti Apartments, LLC, a Florida limited liability company, Cwho is pens nay knLlto me or who produced a as id My Commission Expires: ' JANET CEPERO Notary Public - State of Florida �yv`e Commission = GG 320948 My Comm. Expires May 1, 2023 ,. Bonded through National Notary Assn. RFA 18-520 v.2 Sign t r otary Public, State of F1clda J4, -a Ca ra Printed Name of Notary Public Page 9 of 12 IN WITNESS WHEREOF, the parties hereto have caused this Document to be executed by their undersigned officials as duly authorized. BRM Southeast Holdings, LLC, a Florida limited liability company WITNESSES: Print Name: DRe. By: Louis E. Vogt, Manager Print Name: By: ACKNOWLEDGMENT STATE OF FLORIDA , Manager COUNTY OF ) O( T E FOREGOING INSTRUMENT was acknowledged before me on this // day of ►-i' , 2019 by Louis E. Vogt and Scott Zimmerman, as Managers of BRM South st Holdings, LLC, a Florida limited liability company, who is personally known to me or who produced a as i f ication. My Commission Expires: Print RFA 18-520 v.2 of Notary Public, State of Florida LIVO r ;; c \ Notary Public - State of Florida ah4M.$)xN,2021 Border: thrcugn Naticral Notary Assn. Page 10 of 12 IN WITNESS WHEREOF, the parties hereto have caused this Document to be executed by their undersigned officials as duly authorized. FL Teatro Marti, LLC, a Florida limited liability company WITNESSES: Print Name: --Dr—J20 By: st6A-i Print Name:—Pcae,ttc { -ctr ACKNOWLEDGMENT STATE OF FLORIDA . Vogt, Manager COUNTY OF ) vr, V-- T E FOREGOING INSTRUMENT was acknowledged before me on this // day of �� 1`7 ► , 2019 by Louis E. Vogt, as Manager of FL Teatro Marti, LLC, a Florida limit d liability company, who is personally known to me or who produced a as identification. My Commission Expires: RFA 18-520 v.2 ignatotIiotary,Publi1 State of Florida • .•^;'''„ir ?oe TANYAOLIVo Notary Public - State of Florida . .., ' v .roe - Cona�nqysiun A Gfi 152si9 Printed Na � c :),y5•- % ry4l btthAl Spires Dec 12, 2021 Ff`" Borded through National Notary Assn. driipmerneripmpwwwwwWwwwireemli Page 11 of 12 IN WITNESS WHEREOF, the parties hereto have caused this Document to be executed by their undersigned officials as duly authorized. BRM Southeast ILP Holdings, LLC, a Florida limited liability company WITNESSES: Print Name: Dot& R By: Print Name: By: ACKNOWLEDGMENT STATE OF FLORIDA ) COUNTY OF ) O!'GC,12C, T FOREGOING INSTRUMENT was acknowledged before me on this /( day of jH J , 2019 by Louis E. Vogt and Scott Zimmerman, as Managers of BRM South ast ILP Holdings, LLC, a Florida limited liability company, who is personally known to me or who produced a ntification. My Commission Expires: RFA 18-520 v.2 f Notary Public, State of Florida ads%, PrinCir TANYA OLIVO Notary Public - State of Florida b,'t't4F'F�Yn�t9 M pts 021 Bcrded thrcuch Naticral Notary Assn. Page 12 of 12 EXHIBIT A Leg2.1 Description of the Property Lot 36 of Cart:dim Couri, according to the Plat thereof. as recorded in Plat Book 15, SE Page 56, of the Public kecord.s of Miami -Dade County, Florida (street address: 430 SW Sth Avenue; Miami, FL). and Late 1, 2, and 3 in Block "U" of Itiverview,.accordinz to Vat thereof, as recorded Et Plat Book 5, at Page 43, of the Public Records of Miarni•Dade County, Florida (street address:40(J-420 SW Slb. Avenue, Miami, FL), A parcel of land, being a. portion of Lot I, Block 93".., RIVERVIEW, according to the Plat &awl; as recordedi Plat Book 5, at Page 43, of the Public Records of Miarni.Dade County!, Florida, being inorepartictdarly describedi as. follows: COMMENCE at the northwest v3= of said Lot 1; thence atong the North line of said. Lot 1., North 87o 4407" &1St, 24,98 feet to the POINT OF BEGINNING: thence corttiltue alcog sad 2ine, North 87044'07" East 25,00 feet to the northeast con of vtid Lot 1 time along the East line of said Lot 1, South 2o1 535" East, 25.00 feet to a pit of cusp with a oinw: who tangent bears North 2(515135" West: the north:westerly along th.e am of said cfove being ortme to the soUlhwesthavittg a radius of 25,00 feet, a central angle of 90 o 00'18", sn an. dime of 39,27 feet to the Point of Beennimg, Said lands lyink, and sitiato in ale City of Miami, Miarni--Datie Comity, Florida, AGPMINS-01 LYNCHE ACORO` CERTIFICATE OF LIABILITY INSURANCE �� DATE(MMIDD/YYYY) 04/26/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Insurance Office of America, Inc. 1855 West State Road 434 Longwood, FL 32750 CONTACT NAME: PHONE FAX (A/c, No, Ext): (800) 243-6899 I (A/C, No);(407) 788-7933 ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURERA:Aspen Specialty Insurance Company 10717 INSURED AGPM Services LLC 501 N Magnolia Ave Orlando, FL 32801 INSURERB:Allied World National Assurance Company 10690 INSURER C : Lloyds Contract Facilities INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: • THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLIC ES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY X X CROOC9Q19 O Q D 0��` D �O �j)(1 J 04/15/2019 `� //J 04/15/2020 ;. 7 % %% V // EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR 'DAMAGE TO RENTED PREMISES (Ea occurrence) $ 50,000 X DED: $10,000 per occ MED EX (Any one person) $ Excluded PERSON AL & ADV INJURY $ 1,000,000 GEN'LAGGREGATELIMITAPPLIESPER: P POLICY OTHER: $8,000,000 jE Policy X LOC Aggregate GENERAL AGGREGATE $ 2,000,000 PRODUCTS COMP/OP AGG 2,000,000 $ A AUTOMOBILE X LIABILITY X SCHEDULED AUTOS AUTOS ONLY CROOC9Q19 04/15/2019 04/15/2020 COMBINED SINGLE LIMIT (Ea accident) 1,000,000 $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ (PerOaccdentDAMAGE $ $ B X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE X X 03118148 04/15/2019 04/15/2020 EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,000,000 DED X RETENTION $ 10,000 $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N /A PER STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ C Terrorism AFL240709C19 04/15/2019 04/15/2020 Deductible: $0 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) Umbrella policy is follow form of General Liability - Includes Terrorism Coverage. General Liability Deductible: $10,000 per ocurrence all locations except $20,000 per occurrence as respects to Rotonda Lakes location (Treehouse Affordable Housing, Inc. - 100 Rotonda Lakes Circle, Rotonda West, FL 33947) 30 days notice of cancellation except 10 days for non-payment of premium in accordance with policy provisions. REF Named Insured & Address: Teatro Marti Apartments, LLC; FL Teatro Marti LLC - 400-430 SW 8 Avenue, Miami, FL 33130 Certificate holder is additional insured for referenced location only as their interest may appear. 30 day notice of cancellation except for 10 days for non - SEE ATTACHED ACORD 101 CERTIFICATE HOLDER CANCELLATION City of Miami Housing and Community Development 14 NE 1 Ave, 2nd Floor IMiami. FL 33132 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: AGPMINS-01 LYNCHE � 1 ACORDR LOC #: 1 ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY Insurance Office of America, Inc. POLICY NUMBER SEE PAGE 1 CARRIER SEE PAGE 1 NAIC CODE SEE P 1 NAMED INSURED AGPM Services LLC 501 N Magnolia Ave Orlando, FL 32801 Orange EFFECTIVE DATE: SEE PAGE 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Description of Operations/LocationsNehicles: payment of premium in accordance to the policy provisions. *** COVERAGE WILL BE BOUND IN CONJUNCTION WITH CLOSING. ESTIMATED CLOSING DATE: TBD *** ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD LYNCHE '4ccrnify EVIDENCE OF COMMERCIAL PROPERTY INSURANCE DA4/26/20 9 TE Y) THIS EVIDENCE OF COMMERCIAL PROPERTY INSURANCE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE ADDITIONAL INTEREST NAMED BELOW. THIS EVIDENCE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS EVIDENCE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE ADDITIONAL INTEREST. PRODUCER NAME, PHONE (800) 243-6899 CONTACT PERSON AND ADDRESS (A1C, No, Ext): COMPANY NAME AND ADDRESS Lloyd's One Lime Street London EC3M 7HA IF MULTIPLE COMPANIES, COMPLETE SEPARATE NAIC NO: Insurance Office of America, Inc. 1855 West State Road 434 Longwood, FL 32750 Contact name: FORM FOR EACH FAX /407 788-7933 E-MAIL (A/C, No):1 ) ADDRESS: CODE: SUB CODE: POLICY TYPE Pro Property p ' `7 AGENCY CUSTOMER ID #: AGPMINS-01 NAMED INSURED AND ADDRESS AGPM Services LLC 501 N Magnolia Ave Orlando, FL 32801 LOAN NUMBER POLICY NUMBER AMR5868102 EFFECTIVE DATE 4/15/2019 EXPIRATION DATE 4/15/2020 CONTINUED UNTIL TERMINATED IF CHECKED ADDITIONAL NAMED INSURED(S) Teatro Marti Apartments, LLC; FL Teatro Marti LLC THIS REPLACES PRIOR EVIDENCE DATED: PROPERTY INFORMATION (ACORD 101 may be attached if more space is required) ® BUILDING OR ❑ BUSINESS PERSONAL PROPERTY LOCATION / DESCRIPTION 400-430 SW 8 Avenue, Miami, FL 33130 - Teatro Marti Apartments THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS EVIDENCE OF PROPERTY INSURANCE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. COVERAGE INFORMATION PERILS INSURED BASIC BROAD I X I SPECIAL COMMERCIAL PROPERTY COVERAGE AMOUNT OF INSURANCE: $ 3,486,000 DED: 25,000 YES NO N/A © BUSINESS INCOME 13 RENTAL VALUE X If YES, LIMIT: 399,816 X Actual Loss Sustained; # of months:12 BLANKET COVERAGE X If YES, indicate value(s) reported on property identified above: $ TERRORISM COVERAGE X Attach Disclosure Notice / DEC IS THERE A TERRORISM -SPECIFIC EXCLUSION? X IS DOMESTIC TERRORISM EXCLUDED? X LIMITED FUNGUS COVERAGE X If YES, LIMIT: 15,000 DED: FUNGUS EXCLUSION (If "YES", specify organization's form used) X REPLACEMENT COST X AGREED VALUE X If YES, °/ II 1EQUIPMENT If YES, LIMIT: 1�\�FP\01L_,DED: If YES, LIMIT: II \\L' / ,,,,,..7DED: COINSURANCE X BREAKDOWN (If Applicable) X ORDINANCE OR LAW - Coverage for loss to undamaged portion of bldg X - Demolition Costs X If YES, LIMIT: � � / % DED: - Incr. Cost of Construction X If YES, LIMIT: 1 ,-' (________________QED: EARTH MOVEMENT (If Applicable) X If YES, LIMIT: DED: l FLOOD (If Applicable) X If YES, LIMIT: DED: WIND / HAIL INCL © YES • No Subject to Different Provisions: X If YES, LIMIT: 3,945,816 DED: NAMED STORM INCL © YES • NO Subject to Different Provisions: X If YES, LIMIT: 3,945,8,16 DED: PERMISSION TO WAIVE SUBROGATION IN FAVOR OF MORTGAGE HOLDER PRIOR TO LOSS• X ., CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ADDITIONAL INTEREST CONTRACT OF SALE MORTGAGEE LENDER'S LOSS PAYABLE X LOSS PAYEE NAME AND ADDRESS City of Miami Housing and Community Development 14 NE 1 Ave, 2nd Floor Miami, FL 33132 LENDER SERVICING AGENT NAME AND ADDRESS AUTHORIZED REPRESENTATIVE ACORD 28 (2016/03) © 2003-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: AGPMINS-01 LYNCHE � 1 ACORD" LOC #: ADDITIONAL REMARKS SCHEDULE ' Page 1 of 2 AGENCY Office of America, Inc. NAMED INSURED AGInsurance ises LLCe 501 N Magnolia Ave 501 NM Magnolia Orlando, FL 32801 Orange POLICY NUMBER AMR5868102 CARRIER Lloyds NAIC CODE EFFECTIVE DATE: 04/15/2019 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 28 FORM TITLE: EVIDENCE OF COMMERCIAL PROPERTY INSURANCE Special Conditions: Carriers: Underwriters at Lloyds (A.M. Best Rating A, XV) - #AMR5868102 A.M. Best #: 085202 AIIN #: AA1122000 Indian Harbor Ins. Co. (AM Best Rating A+, XV) - #AMP753270002 A.M. Best #: 011340 NAIC #: 36940 QBE Specialty Ins. Co. (AM Best Rating A, XV) - #MSP2438702 A.M. Best #: 012562 NAIC #: 11515 General Security Indemnity Co. of AZ (AM Best Rating A+, XV) - #10T029659079821902 A.M. Best #: 002837 NAIC #: 20559 United Specialty Ins. Co. (AM Best Rating A, IX) - #USI2098402 A.M. Best #: 013105 NAIC #: 12537 Lexington Ins. Co. (AM Best Rating A, XV) - #LEX01471060402 A.M. Best #: 002350 NAIC #: 19437 Safety Specialty Insurance Company (AM Best Rating A+, XIV) - #SSI1103001 A.M. Best #: 022607 NAIC #: 13815 HDI Global Specialty SE (AM Best Rating A, XV) - #HAN1824702 A.M. Best #: 086486 ; AIIN #: AA1120822 Old Republic Union Ins. Co. (AM Best Rating A, VII) - #ORAMPR00094502 A.M. Best #: 003769 NAIC #: 31143 DEDUCTIBLES: $25,000 AOP 5% Hurricane per building, Subject to a minimum deductible of $25,000 per Occurrence $100,000 All Other Wind/Hail Per Occurrence (except non -Tier 1 & Tier 2 Texas and Missouri locations) 1% Wind/Hail per building, Subject to a minimum deductible of $100,000 per Occurrence of Loss for non -Tier 1 & Tier 2 Texas and Missouri locations Flood: $100,000 except per below Flood: Maximum NFIP, whether purchased or not, for Locations in Zones prefixed with A or V; Plus $100,000 per occurrence $100,000 Earth Movement $1,000 Cyber Suite (Excluding any single family housing and/or VA Locations) Wind Driven Precipitation - 5% of total insurable values per building, subject to a minimum deductible of $25,000 per Occurrence of Loss Sublimits: $10,000,000 Flood per occurrence & annual aggregate for all Locations combined; subject to: Zones A & V = Included in $10,000,000 Sublimit $10,000,000 Earth Movement per occurrence & annual aggregate for all Locations combined; subject to: CA, AK & HI; OR & WA = Not Covered & New Madrid = $1,500,000 $100,000 Wind Driven Precipitation (sublimit per occ and in the aggregate) $250,000 Underground pipes, flues & drains $500,000 Low Income Housing Tax Credit Endorsement Included ORD/LAW: Cov A Included in Bldg limit; Cov B & C Combined 20% per Bldg Limit; Max $10M per occurrence; Cov D Included in Time Element, if covered; Cov E Included in Bldg limit 365 Days Extended Period of Indemnity Valuation: Building & Personal Property — Replacement Cost; Business Income — Actual Loss Sustained Coinsurance: Building & Personal Property - Nil Business Income - No Monthly Limitation Sinkhole Loss Extension - As Per Schedule 90 days notice of cancellation except 10 days for non-payment of premium in accordance with the policy provisions. Terrorism on Separate Policy#AFK40709C19 Effective 4/15/19-4/15/20 with Lloyds of London $50M Limit / $0 Deductible; Business income included; $12,500,000 Sublimit Per Occurrence and in the Annual Aggregate as respects Off -Premises Service Interruption (24 Hour Waiting Period) included; ORD/LAW: Coverage A Included & Coverage B & C Combined 10% included Terrorism policy is non -cancellable by the Underwriters or the Insured except in teh event of non-payment. 15 Days Notice of cancellation for non-payment of premium in accordance with the policy provisions. ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: AGPMINS-01 LYNCHE � 1 ACORD LOC #: ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY Office of America, Inc. NAMED INSURED AGInsurance ises LLCe 501 N Magnolia Ave 501 NM Magnolia Orlando, FL 32801 Orange POLICY NUMBER AMR5868102 CARRIER Lloyd's NAIC CODE EFFECTIVE DATE: 04/15/2019 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 28 FORM TITLE: EVIDENCE OF COMMERCIAL PROPERTY INSURANCE *** COVERAGE WILL BE BOUND IN CONJUNCTION WITH CLOSING. ESTIMATED CLOSING DATE: TBD *** ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD LAND LEASE BY AND BETWEEN THE CITY OF MIAlYII AND TEATRO MARTI APARTMENTS, LLC THIS AGREEMENT is made and executed this f 7t.ay of October, 2011, by and between the City of Miami, a Florida municipal corporation, whose post office address is 444 S.W. 2nd Avenue, Miami, Florida (hereinafter the "City" or "Landlord") and Teatro Marti Apartments, LLC, a Florida limited liability company with offices at 150 S.E. Second Avenue, Suite 1202, Miami, Florida 33131 (hereinafter "Tenant"). ARTICLE 1 - RECITALS 1.1 Landlord is the legal owner of a certain piece or parcels of land located at 400-420 Southwest 8th Avenue and 430 Southwest 8th Avenue, City of Miami, Florida, more specifically described as: Lot 16 of Carolina Court, according to the Plat thereof, as recorded in Plat Book 15, at Page 56, of the Public Records of Miami -Dade County, Florida (street address: 430 SW 8th Avenue, Miami, FL), and Lots 1, 2, and 3 in Block "U" of Riverview, according to Plat thereof, as recorded in Plat Book 5, at Page 43, of the Public Records of Miami -Dade County, Florida (street address: 400-420 SW 8th Avenue, Miami, FL), less the following: A parcel of land, being a portion of Lot 1, Block "U", RIVERVIEW, according to the Plat thereof, as recorded in Plat Book 5, at Page 43, of the Public Records of Miami -Dade County, Florida, being more particularly described as follows: COMMENCE at the northwest corner of said Lot 1; thence along the North line of said Lot 1, North 87o 44'07" East, 24.98 feet to the POINT OF BEGINNING; thence continue along said line, North 87o44'07" East, 25.00 feet to the northeast corner of said Lot 1; thence along the East line of said Lot 1, South 2o15'35" East, 25.00 feet to a point of cusp with a curve whose tangent bears North 2o15'35" West; thence northwesterly along the arc of said curve being concave to the southwest, having a radius of 25.00 feet, a central angle of 90 o 00'18", an arc distance of 39.27 feet to the Point of Beginning. Said lands lying and situate in the City of Miami, Miami -Dade County, Florida; 1.2 Tenant has represented to Landlord that Tenant has the requisite experience to obtain financing for, construct and operate affordable residential rental housing projects. 1 NAR: Document No.: 290482 1.3 Tenant is developing a mixed use, twenty-seven (27) unit rental housing project known as the Teatro Marti Apartments that will increase the supply of rental housing units for elderly, Low -Income and Very Low -Income households (the "Development' or "Improvements"). 1.4 On April 17, 2009, October 16, 2009 and May 20, 2011, the City's Housing and Commercial Loan Committee approved an allocation of HOME Investment Partnerships Program funds in the amount of $3,000,000 for the Development's construction hard costs (the "HOME Funds"), subject to the terms and conditions of that certain HOME Loan Agreement of even date herewith between the Landlord and the Tenant (the "HOME Loan Agreement"). 1.5 Pursuant to Resolution No. 11-00339, adopted May 2, 2011 by the Miami City Commission, the City, among other things, authorized the execution of a fifty (50) year land lease of the Property to the Tenant for the Development. ARTICLE 2 - DEFINITIONS Where used in this Lease, the designated terms hereinafter set forth shall have the meanings ascribed thereto: 2.1 Affiliate. Affiliate means, when used with reference to a specified Person, any Person that directly or indirectly controls or is controlled by or is under common control with the specified Person. 2.2 Completion Date. Twenty -Four (24) months from the Effective Date of the HOME Loan Agreement, unless extended pursuant to any provision of the HOME Loan Agreement, including an extension for any period of time during which any construction work is reasonably delayed due to any causes excused by ARTICLE 39 (FORCE MAJEURE) of this Lease. 2.3 Construction Period. The period of time commencing on the Construction Start Date and ending on the earlier of (a) issuance of a temporary certificate of occupancy or permanent certificate of occupancy or (b) the Completion Date. 2.4 Construction Start Date. Within six (6) months of the Effective Date of the HOME Loan Agreement. 2.5 Effective Date. The date on which the City Clerk's attestation of the City Manager's signature is affixed to this Agreement. 2.6 Expiration Date. The Expiration Date of this Lease shall be fifty (50) years after the Effective Date, unless sooner terminated in accordance with the terms herein provided or in any other agreements entered into between the Landlord and Tenant in connection with this Lease and/or the HOME Loan Agreement. 2.7 General Contractor. One or more individuals or fines constituting a general contractor properly licensed by Miami -Dade County, State of Florida and other appropriate jurisdictions to the extent required by applicable law to perform contracting services to construct the Improvements, bonded to the extent required by applicable law and Section 5.3 of this Lease. 2 2.8 HOME Loan Agreement or Loan Documents. The agreement and all other documents that may now or hereafter evidence or secure the HOME Funds, together with other documents executed in connection therewith or presented by the Tenant to the City in connection therewith or herewith, and all amendments, extensions and renewals to any of the foregoing. 2.9 HOME Funds, or the Loan . The loan from the .City to the Tenant in the amount of Three Million Dollars and no cents ($3,000,000.00) for the Development's construction hard costs. 2.10 Improvements. "hnprovement(s)" means any building (including footings and foundations), building equipment, furniture, fixtures and equipment, and other improvements and appurtenances of every kind and description now existing or hereafter erected, constructed, or placed upon the Property (whether temporary or permanent), and any and all alterations and replacements thereof, additions thereto and substitutions therefore and as more fully described in Section 5.1.1 of this Lease. Improvements are also referred to as the Development. 2.11 Lease Tenn. The period of time commencing on the Effective Date and ending, unless sooner terminated in accordance with the terms herein provided or the terms of the HOME Loan Agreement, fifty (50) years thereof after. •2.12 Lease Year. Each period (during the Lease Tenn) of twelve (12) consecutive calendar months which begins on the Effective Date and on every anniversary thereof and ends on the Expiration Date or earlier termination of this Lease as provided herein, • 2.13 Lender. When used herein, Lender shall mean any financial institution or governmental body or agency that provided funding to the Development. Lender may also refer to the Landlord in its role as a party that provides funding to the Development. 2.14 Low -Income Household. A person or family whose annual income does not exceed eighty (80) percent of the Median income for the area, as determined by HUD, with adjustments for smaller and larger families and with certain exceptions as provided in 24 CFR Part 92. • 2.15 Low -Income Housing Tax Credits. The low income housing tax credit allowable under Section 42 of the Internal Revenue Code of 1986, as amended. 2.16 Performance Bond. A payment and performance bond(s) in the full amount of the costs of the hmprovements, to assure completion of contract work and payment of all costs thereof, free and clear of all claims, liens and encumbrances of subcontractors, laborers, mechanics, suppliers and materialmen, with Landlord named as a dual obligee thereunder. 2.17 Person. Any individual, general partnership, limited partnership, limited liability company, limited liability partnership, corporation, joint venture, trust, business trust, cooperative or association, and the heirs, executors, administrators, legal representatives, successors and assigns of such individual or entity as the context may require. 2.18 Plans and Specifications. The documents. required for the construction of the Development that may include construction documents, predesign plans and drawings, the concept 3 documents, preliminary plans and drawings, schematic design documents, design development documents, as -built documents, together with all amendments and modifications thereof. 2.19 Premises. Premises mean, collectively, the Property and the Improvements. 2.20 Property. Property means the vacant real property described in Section 1.1 of this Agreement. 2.21 Rent. Unless specifically designated otherwise, all references to Rent shall specifically include the Additional Rent as defined in Article 4 of this Lease. 2.22 Substantial Completion. The Development shall be deemed to have achieved "Substantial Completion" when all of the following have occurred 2.19.1 The architect for the Development has issued .a Certificate of Substantial Completion (AIA Form G704 or the equivalent); 2.19.2 The units in the Development are capable of being occupied for their intended use; and 2.19.3 A certificate of occupancy or the equivalent governmental permit has been issued that allows the units in the Development to be leased and occupied. 2.23 Use. Tenant shall use and occupy the Premises throughout the Lease Term solely for the operation of a mixed use, twenty-seven (27) unit rental housing project for elderly Low - Income and Very Low -Income households and for no other purposes. In addition, Tenant's use of the Property shall be restricted by that certain Declaration of Restrictive Covenants of even date herewith executed by the Tenant and Landlord for the Development. 2.24 Very Low -Income Household. A person or family whose annual income does not exceed fifty percent (50%) of the median income for the area, as determined by HUD with adjustments for smaller and larger families and with certain exceptions as provided in 24 CFR Part 92. ARTICLE 3 - GRANT, TERM AND TERMINATION 3.1 General Grant. Landlord hereby demises and leases to Tenant on a triple net basis and Tenant hereby hires and rents from Landlord the Premises, from the ground up to the heavens, including but not limited to any and all air rights, upon the terms, covenants and conditions set forth herein. Landlord shall permit and Tenant shall take possession and occupy the Premises on the Effective Date. Upon the Effective Date, Tenant shall be entitled to receive all income from the Premises and will be responsible for all maintenance, utilities and taxes assessed against the Premises, as well as, any and all costs and expenses relating to the Premises. This shall be a triple net lease. 3.2 Commencement of Term. The Parties obligations hereunder shall commence on the Effective Date. 4 3.3 Length of Term. The Lease Tenn shall be as provided in Section 2.11 of this Lease. 3.4 Assistance with Governmental Approvals. Landlord shall assist Tenant in its efforts to obtain all reasonably required governmental approvals for the development upon the Property of a residential living development (including limited commercial space). Such approvals inay include, among other, master plan and/or zoning changes and variances, final site plan approval and any and all reasonably required building and other governmental permits • and approvals. Assistance by the Landlord shall include, among other things, signing platting and other applications where the consent of the owner is required; provided however, Landlord's assistance shall be limited to the execution of various required documents and/or applications, attendance to a limited extent at necessary meetings with building department staff members and such other reasonable actions as may be necessary, so long as Landlord does not incur any cost, expense or liability with regard thereto. 3.5 Termination of Lease. 3.5.1 This Lease may be terminated by the Tenant without any liability to Landlord by giving Landlord written notice of such termination upon one hundred eighty (180) days written notice. 3.5.2 This Lease may be terminated by the Landlord only after an Event of Default (ARTICLE 12), and only after giving Tenant written notice and a reasonable opportunity to cure. • 3.6 Due Diligence Intenionally Omitted. ARTICLE 4 - RENT AND OTHER CHARGES 4.1 Rent. Tenant shall pay to Landlord .a one-time lump sum payment of Rent in the amount of One Hundred Dollars and no cents ($100.00) on the Effective Date as the Rent for the entire Lease Term. 4.2 Payment of Additional Rent. The term "Additional Rent" is used herein to refer to any and all other sums payable by Tenant hereunder, including, but not limited to taxes and assessments, fees, fines, utility charges, levies, license and permit fees, service charges re police, fire, maintenance, etc., impositions or other charges assessed against the Premises. All Rent shall be paid by Tenant without offset, demand or other credit, and shall be payable only in lawful money of the United States of America which shall be legal tender in payment of all debts and dues, public and private, at the thne of payment. All sums payable by Tenant hereunder by check shall be obtained against a financial institution located in the United States of America. Tenant shall pay to Landlord a late fee equal to five percent (5%) of the Additional Rent, if any, if such amount is not received by Landlord more than ten (10) days after the same shall be due, such amount being the agreed upon liquidated damages solely to defray the additional administrative expenses incurred by Landlord in processing such payment. . 4.3 Rental and Personal Property Taxes. Tenant shall pay before delinquency all taxes, assessments, license fees, and other charges that are levied and assessed against Tenant's personal property installed or located in or on the Premises and that become payable during the Lease Terrn. 5 If required by Landlord, Tenant shall promptly furnish Landlord with satisfactory evidence of these payments. If any taxes on Tenant's personal property are levied against Landlord or Landlord's Property and, if Landlord pays the taxes on any such items, Tenant shall immediately reimburse Landlord the sum of the taxes levied against Landlord or Landlord's Property. Tenant shall also pay all sales and use taxes, if any, assessed from time to time against any Rent stated herein by any governmental authority. 4.4 Real Property Taxes and Assessments. In addition to the Rent and any other charges provided for herein, Tenant agrees to pay as Additional Rent during the Lease Term all taxes, assessments (general and special), improvement bonds, and any other impositions or charges which may be taxes, and are charged, levied, assessed or imposed from and after the Lease Effective Date and during the Lease Term upon all or any portion of the Premises or any part thereof or interest therein. Tenant shall pay directly to the taxing authorities, all such taxes not later than the due date upon which such taxes or assessments are due. 4.5 Substitute and Additional Taxes. If at any time during the Lease Term, under any applicable govermnental authority, a tax or excise on rents or any other tax or excise, however described, is levied or assessed against Landlord on any sums payable by Tenant hereunder, as a substitute, in whole or in part, for real property taxes or as an additional tax or excise, Tenant agrees to pay the full amount of such tax or excise. ARTICLE 5 - CONSTRUCTION OBLIGATIONS 5.1 Tenant Improvements. 5.1.1 Tenant shall have the right at any time and from time to time in accordance with the terns of this Lease, during the Lease Term, at its sole cost and expense, to construct the Improvements upon the Premises, provided that no Event of Default (as hereinafter defined) shall then exist hereunder or under the terms of the HOME Loan Agreement. 5.1.2 No construction of Improvements, changes or alterations, whether structural or non-structural in nature, and regardless of the estimated costs thereof, shall be made unless Tenant shall comply with all applicable government requirements, federal, state, municipal or otherwise, including building codes, governing same as well as all of the provisions of this Lease or the HOME Loan Agreement. 5.2 General. 5.2.1 The Improvements to the Premises shall be made by Tenant at Tenant's sole cost and expense. Notwithstanding anything herein to the contrary, Tenant acknowledges that Landlord shall have no obligation to complete the Improvements to the Premises. 5.2.2 On or before the Construction Start Date, Tenant shall submit to Landlord detailed. Designs and Renderings for Landlord's approval. Landlord may approve, deny or approve the Designs and Renderings with conditions; provided that Landlord gives written reasons for its denial or conditional approval within forty-five (45) days of the receipt of the Designs and Renderings by Landlord. If the Designs and Renderings are denied or approved with conditions, Tenant shall have forty-five (45) days to either (a) give notice that it is invoking the Expedited 6 Arbitration provisions of Article 49 of this Lease or (b) revise and/or include the changes in the Designs and Renderings. Notwithstanding any other provisions hereof to the contrary, the Parties hereby agree that they have an obligation to act in good faith and give and withhold consent and approval based upon reasonable consideration in connection with any dispute over the requested changes to the Designs and Renderings. 5.2.3 During the Construction Period, Tenant is required to hire Inspectors, at Tenant's sole expense, on behalf of the State and the Financing Tnstitutions. Landlord requires receipt of all 3rd party Inspections during the Construction Period and notice of all meetings. 5.2.4 Workmanship and materials used for the Improvements shall be of good quality and in conformity with the Improvements. All design, construction and installation shall conform to the requirements of all applicable building codes and the requirements of any authority having jurisdiction over or with respect to such work. 5.2.5 The Improvements shall be the property of Tenant during the Lease Term and shall become the property of Landlord.upon the Expiration Date or earlier termination of this Lease, 5.3. Performance Bond Requirements. Prior to the Construction Start Date, Tenant shall require its general contractor to furnish and provide to Tenant a Performance Bond as is required by Section 255.05 Florida Statutes. The Performance Bond must be issued by an insurance company or a surety company on the U.S. Department of Treasury current approved list of acceptable sureties on Federal Bonds, as found in U.S. Department of the Treasury, Circular 570, as same maybe updated from time to time. The Performance Bond must be in accordance with Sections 255.05 and 713.23, Florida Statutes, and must serve to guarantee the completion of the construction of the Improvements in accordance with the approved Plans and Specifications and shall further include a dual obligee rider naming Landlord as a dual obligee. ARTICLE 6 — CONDUCT OF BUSINESS BY TENANT 6.1 Use of Premises. Subject to and in accordance with all rules, regulations, laws, ordinances, statutes and requirements of all governmental authorities, Tenant shall use the Premises solely for the purposes stated in Section 2.20 of this Lease entitled "Use" and for no other purposes whatsoever. 6.1.1 Prohibited Uses. Without limiting the provisions of Section 6,1 of this Lease, Tenant shall not use or occupy the Premises or any part of the Premises, and neither permit nor suffer the Premises to be used or occupied, for any of the following: 6.1.1.1 for any unlawful or illegal business, use or purpose; 6.1.1.2 for any use which is a public nuisance; 6.1.1.3 in such manner as may make void or voidable any insurance then in force with respect to the premises; or 7 6.1.1.4 for any use involving any ownership structure such as timeshare, time interval, cooperative or condominium. 6.2 Intentionally Omitted. ARTICLE 7 - MAINTENANCE AND REPAIRS 7.1 Maintenance of Premises. 7.1.1 Maintenance and Repair. Throughout the term of this Lease, Tenant, at its sole cost and expense, shall maintain and repair the premises and all Improvements on the Premises in good condition at all times, ordinary wear and tear excepted. The maintenance described above shall be of a quality at least consistent with good and accepted cornmercial practices within the geographic region where the premises are located. If Tenant fails to make, maintain or keep the Premises in good condition as aforesaid, .and such failure continues for thirty (30) calendar days after written notice from Landlord, Landlord may perform, but is not obligated to perform any such required maintenance and repairs, and the cost thereof shall be reimbursed by Tenant to Landlord upon demand. 7.1.1.1 Tenant shall not commit, and shall use all reasonable efforts to prevent, waste, damage or injury to the Premises. 7.1.1.2 All repairs made by Tenant shall be substantially equal in quality and class to the original quality of the Improvements being repaired and shall be made in compliance with the all applicable governmental requirements, codes and regulations whether federal, state or municipal or otherwise. 7.1.2 Cleaning of Premises. Tenant shall keep clean and free from dirt, mud, standing water, rubbish, obstructions and physical encumbrances all areas of the Premises, 7.2 Removal of Building Equipment. Tenant shall not, without the written consent of Landlord, remove or dispose of any building equipment and/or- FF&E from the Premises unless such building equipment and/or FF&E (i) is promptly replaced by building equipment and FF&E of at least equal utility and quality, or (ii) is removed for repairs, cleaning or other servicing, provided Tenant reinstalls such building equipment and FF&E with reasonable diligence; except, however, Tenant shall not be required to replace any building equipment or FF&E that performed a function that has become obsolete, unnecessary or undesirable in connection with the operation of the Premises in accordance with the terms of this Lease. 7.3 No Obligation to Repair or to Supply Utilities. Landlord shall not be required to supply any facilities, services or utilities whatsoever to the Premises. Landlord shall not have any duty or obligation to make any alteration, change, improvement, replacement, restoration or repair with respect to the Premises. 8 7.4 Waste Disposal. Tenant shall dispose of waste from all areas of the Premises in accordance with all applicable governmental requirements, codes and regulations whether federal, state or municipal.or otherwise and in a prompt and sanitary manner. ARTICLE 8 — LANDLORD LIEN Landlord's Lien. To secure the payment of all Rents due and to become due hereunder, and the faithful performance of all other terms, covenants, agreements and conditions of Tenant under this Lease, Tenant hereby grants to Landlord a valid security interest in all personal property, fixtures, furnishings or merchandise which may be placed in or on the Premises, together with any insurance, condemnation or other proceeds thereof. Such Lien shall be subordinate to the lien of the first mortgage holder. All exemption laws, if any, are hereby waived by Tenant. This lien and security interest is given in addition to, and shall be cumulative to, Landlord's statutory lien(s) and liens under the HOME Loan Agreement and the Leasehold Mortgage in favor of the Landlord in connection with HOME Loan Agreement. Upon request by Landlord, Tenant shall execute Uniform Commercial Code Financing Statements relating to this lien and security interest. In an Event of Default, Landlord shall have the right, but not the obligation, to remove such property from the Premises and to store such property in any place selected by Landlord (including, without limitation, a public warehouse), at the sole risk, cost and expense of Tenant's or the owner(s) thereof, and to sell or otherwise dispose of such property, with or without notice, in such manner as Landlord shall determine in its sole discretion, and Landlord further shall be entitled to become the purchaser of any such property upon offering the highest price at any sale thereof. The proceeds of any such sale shall be applied, first to the costs of such sale, second to any costs of storage and removal, third to the payment of any damages or other sums of money which may be due from Tenant to Landlord under any of the terms of this Lease or otherwise, and the balance, if any, to be paid to Tenant or whosoever shall be entitled to the same. Notwithstanding anything to the contrary aforesaid, Landlord shall agree to subordinate its aforesaid lien rights to the extent that Tenant has financed (through the use of an institutional mortgage) the Improvements and all fixtures and furnishings. ARTICLE 9 - INSURANCE 9.1 Insurance Requirements: Tenant shall obtain and keep in force during the terrn of this Lease insurance policies (or binders) evidencing the insurance coverages that meet the fallowing requirements: (i) Comprehensive public liability insurance insuring Landlord and Tenant against any liability arising out of the ownership, use, occupancy or maintenance of the Premises. Such insurance shall be in the amount of not less than Five Hundred Thousand Dollars ($500,000.00) combined single limit for injury or death of one (1) person in any one (1) accident or occurrence and in an amount not less than One Million Dollars ($1,000,000.00) for injury or death of more than one (1) person in any one (1) accident or occurrence. (ii) Completed Value Builder's risk Insurance on an "All Risk" basis, from the General Contractor, in an amount not less than one hundred percent (100%) of the insured valve of the buildings or structures. This coverage must be provided prior to the date any construction is commenced upon the Property. 9 (iii) Flood Insurance, to the extent that the Premises are founded to be within a flood hazard zone, in an amount not less than the full replacement value of the completed Development, or the maximum amount of coverage available through the National Flood • Insurance Program, whichever is greater. This policy must be provided at such time as the buildings' walls and roof exists. (iv) Property Insurance Coverage on an "All Risk" basis in an amount not less than one hundred percent of the replacement costs of the property. The Lender and the County shall be shown as Loss Payees with respect to this coverage. This coverage shall be required after the construction phase is completed and must be kept in force throughout the duration of the Loan. (v) Worker's Compensation as required by Chapter 440, Florida Statutes. (vi) All required insurance shall be in amounts and shall contain co- insurance and deductible provisions approved by Lender, shall name and directly insure Tenant and the Landlord as secured parties and loss payees under a standard mortgagee loss payee clause, or its equivalent, and shall not be terminable except upon thirty (30) days' prior written notice to Lender. The insurance company providing the coverage must be rated no less than 'B" as to management, and no less than "Class V" as to financial strength, according to the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent, subject to the approval of the Landlord. (vii) All insurance policies shall be submitted to the Landlord for approval, which approval shall not be unreasonably denied. 9.2 Indemnification by Tenant. Tenant as a material part of the consideration to be rendered to Landlord, hereby agrees that it will indemnify and defend Landlord and save it harmless from and against any and all claims actions, damages, liabilities and expenses in connection with loss of life, personal. injury and/or damage to property arising from or out of any occurrence in, upon or at the Premises, or the occupancy or use by Tenant of the Premises or any part thereof, or occasioned wholly or in part by any act or omission of Tenant, its agents, contractors, employees, servants, lessees or concessionaires. In case Landlord shall, without fault on its part, be made a party to any litigation commenced by or against Tenant, then Tenant shall protect, indemnify, defend and hold Landlord harmless and shall pay all costs, expenses and reasonable attorneys' fees incurred or paid by Landlord in connection with such litigation. 9.3 Waiver by Tenant. Tenant, as a material part of the consideration.to be rendered to Landlord, hereby waives all claims against Landlord for personal injury, death, property damage or other loss to Tenant, its agents, employees, officers, contractors, licensees, invitees or third persons in or about the Premises from any cause, except the willful gross negligence of Landlord, arising at any time, • 9.4 Waiver of Subrogation. Tenant releases and discharges Landlord. from all claims and liabilities arising from or caused by a casualty or hazard covered or required hereunder to be covered in whole or in part by insurance on the Premises, and waive any right of subrogation 10 which might otherwise exist in or accrue to any person on account thereof, provided that such release shall not operate in any case where the effect is to invalidate or increase the cost of such insurance coverage (provided, that in the case of increased cost, the other party shall have the right within thirty (30) calendar days following written notice, to pay such increased cost, thereby keeping such release and waiver in full force and effect). ARTICLE 10 - UTILITTFS From and after the Effective Date, Tenant shall be solely responsible for and promptly pay all charges for heat, water, gas, electricity or any other utility used or consumed in the Premises. In the event that the local water authority bills Landlord for the water consumed by Tenant in the Premises and Landlord becomes obligated to pay said water authority for said consumption by Tenant, Tenant shall pay such bills upon receipt by Tenant of such bills from Landlord. It is expressly agreed and understood that Landlord shall in no event be liable to Tenant for any interruption or suspension of utility services. Tenant shall not at any time overburden or exceed the capacity of the mains, feeders, ducts, conduits, or other facilities by which such utilities are supplied to, distributed in or serve the Premises. ARTICLE 11 - LEASEHOLD MORTGAGE 11.1 Right to Mortgage. Tenant may grant one or more mortgages of its interest in the Lease (each, a "Leasehold Mortgage") to lenders and, in coruiection therewith, to collaterally assign this Lease to such lenders. In no event shall Landlord ever be required to execute any such mortgage or any note secured thereby or any other obligation securing any such note, or to subordinate Landlord's fee interest in the Property or any portion thereof to the lien of any such mortgage. Tenant shall identify the name of each mortgagee ("Leasehold Mortgagee") for such portion of the Property and address(es) to which notices to the Leasehold Mortgagee are to be sent, and for purposes of this Lease the term "Leasehold Mortgagee" shall include any "Servicing Agent" acting with respect to any financing encumbering the Property. Landlord agrees to not unreasonably withhold the execution of any additional documents required by a Leasehold Mortgage, or further assurances as may be reasonably requested by any Leasehold Mortgagee in connection with any Leasehold Mortgage permitted by this Article 11. Landlord obligations to provide notices and cure rights shall, however, be extended only to the Leasehold Mortgagee that hold the senior lien position on the Tenant's leasehold, referred to herein as the "Senior Leasehold Mortgagee." 11.2 Consent Required for Termination and Amendments. No termination, cancellation, surrender, modification .or amendment of this Lease by agreement between Landlord and Tenant shall be effective as to the Leasehold Mortgagee unless consented to in writing by such Leasehold Mortgagee. 11.3 Default Notice. Landlord, upon providing Tenant with any notice of (i) default under this Lease, or (ii) a termination of this Lease, shall at the same time send a copy of such notice to the Senior Leasehold Mortgagee identified by written notice to Landlord; provided, however, that the failure to provide such additional notice shall not invalidate any duly delivered notice to Tenant. From and after such notice has been given to the Senior Leasehold Mortgagee, the Senior Leasehold Mortgagee shall have the same period, after the giving of such notice upon it, 11 for remedying any default or causing the same to be remedied, as is given Tenant after the giving of such notice to Tenant, plus in each instance, the additional periods of time specified in Sections 11.4 and 11.5 to remedy, commence remedying or cause to be remedied the defaults specified in any such notice. Landlord shall accept such performance by or at the instigation of the Senior Leasehold Mortgagee as if the same had been done by Tenant. Tenant authorizes the Leasehold Mortgagee to take any such action at the Leasehold Mortgagee's option and does hereby authorize entry upon the Property by the Senior Leasehold Mortgagee for such purpose. 11.4 Notice to Leasehold Mortgagee. Anything contained in this Lease to the contrary notwithstanding, if any default shall occur which entitles Landlord to terminate this Lease as to all or any portion of the Property or take any other remedial action against Tenant, Landlord shall notify the Senior Leasehold Mortgagee, to the extent of Landlord's actual knowledge of their existence, of Landlord's intent to so terminate at least thirty (30) calendar days in advance of the proposed effective date of such ternination, if such default is capable of being cured by the payment of money, and at least thirty (30) calendar days in advance of the proposed effective date of such ternination if such default is not capable of being cured by the payment of money. In order to avail itself of the rights to cure provided herein, Senior Leasehold Mortgagee must: 11.4.1 Notify Landlord within five (5) calendar days of its receipt of Landlord's notice that the Senior Leasehold Mortgagee desires to cure such notice, and 11.4.2 Pay or cause to be paid all Rent and other payments then due and in arrears applicable to the subject portion(s) of the Property, as specified in the notice given to such Senior Leasehold Mortgagee and which become due during such thirty (30) day periods, and 11.4.3 Comply or in good. faith, with reasonable efforts, commences to diligently comply with any non monetary requirements of this Lease applicable to the subject portion(s) of the Property then in default and except as provided in the following sentence, reasonably susceptible of being complied with by such Leasehold Mortgagee. No Leasehold Mortgagee shall be required during such thirty (30) day periods to cure or confluence to cure any default consisting of Tenant's failure to satisfy and discharge any lien, charge or encumbrance against Tenant's interest in this Lease or any part thereof which is (a) authorized by this Lease, and (b) junior in priority to the lien of the Leasehold Mortgage held by such Leasehold Mortgagee except if same is required to be paid under the Lease. The Parties understand that simultaneously with the execution of this Lease, Tenant will execute a Leasehold Mortgage in favor of the Landlord in connection with the HOME Loan referenced herein, therefore Landlord and Senior Lease Mortgagee are one in the same. During the team of this Lease that Landlord is the also the Senior Leasehold Mortgagee, the provisions of this Section 11.4 shall not apply. If in any event, Landlord subordinates its Senior Leasehold Interest, then the provisions of this Section 11.4 shall be applicable and in full force and effect against the new Senior Leasehold Mortgagee. 11.5 Procedure on Default. If Landlord shall elect to terminate this Lease by reason of any default (which default has not been cured within the applicable cure period) of Tenant, and the Senior Leasehold Mortgagee shall have proceeded in the manner provided for by Section 11.4 of 12 this Lease, the specified date for such termination as fixed by Landlord in its notice given pursuant to Section 11.4 shall be extended for a period of thirty (30) days provided that such Leasehold Mortgagee shall, during such thirty (30) day period: 11.5.1 Pay or cause to be paid, the Rent and any other monetary obligations of Tenant under this Lease applicable to the subject portion(s) of the Property, as the same become due, and continue its good faith efforts to diligently perfonn all of Tenant's other obligations under this Lease, excepting (i) obligations of Tenant to satisfy or otherwise discharge any lien, charge or encumbrance against Tenant's interest in this Lease or any part thereof which is junior in priority to the lien of the Leasehold Mortgage held by the Senior Leasehold Mortgagee except if same is required to be paid under the Lease, and (ii) past non monetary obligations then in default and not reasonably susceptible of being cured by such Leasehold Mortgagee during such six (6) month period; and 11.5.2 Except to the extent enjoined or stayed, take steps, subject to the Landlord's right of first refusal of Section 11.13 of this Agreement, to acquire or sell Tenant's interest in this Lease, by foreclosure of the Leasehold Mortgage or other appropriate means and prosecute the same to completion with reasonable efforts. 11.6 Extension of Cure Period. If at the end of the thirty (30) day period specified in Section 11.5, such Leasehold Mortgagee is complying with Section 11.5.1, then this Lease shall not then terminate, and the time for completion by such Leasehold Mortgagee of its proceedings shall continue so long as the Leasehold Mortgagee is enjoined or stayed and thereafter for so long as such Leasehold Mortgagee proceeds to complete steps to acquire or sell Tenant's interest in this Lease, by foreclosure of its Leasehold Mortgage or by other appropriate means with reasonable efforts. Nothing in this Article 11, however, shall be construed to extend this Lease beyond the Lease Tenn. If a Leasehold Mortgagee is complying with Section 11.5, upon the acquisition of Tenant's interest in this Lease by such Leasehold Mortgagee or its designee, or any purchaser at a foreclosure sale and the discharge, by operation of law or otherwise, of any lien, charge or encumbrance against Tenant's interest in this Lease or any part thereof which is junior in priority to the lien of the Leasehold Mortgage held by such Leasehold Mortgagee and which Tenant is obligated to satisfy and discharge by the terns of this Lease, this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease. 11.7 Right to New Lease. In the event that the Lease is terminated by Landlord, Landlord may, if requested by the Leasehold Mortgagee, grant to the Leasehold Mortgagee a new lease on Landlord's terms and conditions. 11.8 Assumption of Tenant's Obligations. For purposes of this Articles 11, the making of the Leasehold Mortgage shall not be deemed to constitute an assignment or transfer of this Lease or Tenant's interest created hereby, nor shall any Leasehold Mortgagee, as such, be deemed to be an assignee or transferee of this Lease or of Tenant's interests under this Lease so as to require such Leasehold Mortgagee, as such, to assume the performance of any of the terms, covenants or conditions on the part of Tenant to be performed hereunder, but the Leasehold Mortgagee may become the holder of Tenant's leasehold estate and succeed to Tenant's interest in this Lease by foreclosure of its Leasehold Mortgage or as a result of the assignment of this Lease in lieu of foreclosure, and any purchaser at any sale of Tenant's interest under this • Lease in any 13 proceeding for the foreclosure of the Leasehold Mortgage or the assignee or transferee of Tenant's interest in this Lease under any instrument of assignment or transfer in lieu of the foreclosure of the Leasehold Mortgage shall be deemed to be an assignee or transferee approved by Landlord and shall be deemed to have agreed to perform all of the terns, covenants and conditions on the part of Tenant to be performed hereunder, but only for so long as such purchaser or assignee is the owner of Tenant's interest in this Lease. 11.9 Non -curable Defaults. Nothing in this Article 11 shall require any Leasehold Mortgagee or its designee as a condition to the exercise of rights provided under this Article 11 to cure any default of Tenant not reasonably susceptible of being cured by such Leasehold Mortgagee or its designee as such susceptibility is determined solely by Landlord. The foregoing shall not be deemed to excuse a Leasehold Mortgagee from performing covenants relating to the condition of the Improvements on the Premises, operation in compliance with any agreements recorded against the Property, or other similar matters requiring access, control, or both of the Property, from and after such time as such Leasehold Mortgagee acquires Tenant's interest in this Lease by foreclosure or otherwise. 11.10 No Merger. So long as any Leasehold Mortgage is in existence, the fee title to the Property and the leasehold estate of Tenant therein shall not merge but shall remain separate and distinct, notwithstanding the acquisition of said fee title and said leasehold estate by any single owner, other than by termination of this Lease by Landlord in compliance with the provisions of this Article 11. 11.11 Landlord's Fee to Remain Unsubordinated. Landlord and Tenant expressly acknowledge and agree that Landlord shall have no obligation under this Lease or otherwise to subordinate fee title of Landlord in the Property or any rights of Landlord in this Lease to the leasehold estate of Tenant created by this Lease or to join any such Leasehold Mortgage or encumbrance or otherwise in any manner subordinate the fee title of Landlord in and to the Property or interest of Landlord under this • Lease; provided, however, that Landlord may not mortgage its fee title in the Property unless such mortgage is subordinate to Tenant's leasehold estate. 11.12 Amendment Required by Leasehold . Mortgagee. In the event the Leasehold Mortgagee requires certain amendments to this Lease as a condition of providing financing to Tenant for the Improvements, Landlord shall consent to such reasonable amendments, provided: 11.12.1 The amendments do not cause a material change to the economic teens of the Lease; 11.12.2 Landlord continues to receive the same financial payments at the exact times stated in this existing Lease as it received prior to the amendments; 11.12.3 The amendments do not require Landlord to subordinate its fee interest to the Leasehold Mortgagee; 11.12.4 The amendments do not permit a change in the use of the Property; 14 1 11.12.5 The amendments conform to all requirements under the HOME Loan Agreement and any other documents executed by Tenant and Landlord in connection with the HOME Loan Agreement. 11.12.6 The amendments do not increase the Lease Term; and 11.12.7 The amendments require that all costs to amend the Lease are borne by Tenant or the Leasehold Mortgagee, including Landlord's reasonable attorneys' fees, costs and expenses relating to the amendments. 11.13 Right of First Refusal. The Tenant shall use is best efforts to insure that the Leasehold Mortgage documents include a provision that the Landlord shall have the right of first refusal to purchase the Tenant's interest in the Lease including all easements and appurtenance specifically provided for herein, at any time that the Leasehold Mortgagee determines to sell the Senior Leasehold Mortgagee' mortgage during the tern of the Lease. The provision included in the Leasehold Mortgage must specifically provide that if at any time, the Senior Leasehold Mortgagee shall receive a bona fide offer from a third person for the purchase of its mortgage, which offer Senior Leasehold Mortgagee shall desire to accept, or seeks to sell its mortgage after a default by Tenant, the Senior Leasehold Mortgagee shall promptly deliver to Landlord a copy of such offer, and Landlord may within thirty (30) days thereafter, elect to purchase Senior Leasehold Mortgagee's mortgage on the same terns as those set forth in such offer. If Senior Leasehold Mortgagee shall receive an offer for the purchase of its interest or offer its interest for sale, which is not consummated, Landlord's right of first refusal shall remain applicable to subsequent offers. ARTICLE 12 - DEFAULTS BY TENANT- REMEDIES 12.1 Defaults by Tenant. The occurrence of any one or more of the following events shall, upon the expiration of the applicable cure period, if any, constitute an "Event of Default" hereunder: 12.1.1 The failure by Tenant to make any payment of Rent or any other sums or charges required to be made by Tenant hereunder within fifteen (15) calendar days, which occurs three times in any twelve month period. 12.1.2 The failure by Tenant to observe or perform any of the terms, covenants, conditions or provisions of this Lease or the HOME Loan Agreement to be observed or performed by Tenant and such failure shall continue for a period of fifteen (15) calendar days after written notice thereof to Tenant by Landlord, or if the nature of Tenant's default or breach is such that more than said 15 (15) calendar days are reasonably required for its cure, then Tenant shall not be deemed to be in default or breach if Tenant commences such cure within such fifteen (15) calendar day period and thereafter diligently and in good faith prosecutes the cure to completion not later than sixty (60) calendar days following written notice thereof by Landlord. 12.1.3 The vacating or abandonment of the Premises prior to the Expiration Date. 12.1.4 The making by Tenant of any general assignment for the benefit of creditors; the filing by or against Tenant of a petition to have Tenant adjudged a bankrupt or of a petition for reorganization or arrangement under any law relating to bankruptcy (unless in the case of a petition filed . 15 against Tenant, the same is dismissed within sixty (60) calendar days); the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where possession is not restored to Tenant within sixty (60) calendar days; the attachment, execution or other judicial seizure of substantially all of Tenant's assets located at the Premises or Tenant's interest in this Lease, where such seizure is not discharged within sixty (60) calendar days. 12.1.5 Any Event of Default by the Tenant under this Lease and any agreements, security agreements or documents between Biscayne Housing Group, LLC/Teatro Marti Apartments, LLC/Tenant and the City relating to the Property and/or Improvements and/or the HOME funds (the "Teatro Marti Agreements") shall constitute an Event of Default under the Teatro Marti Agreements, and, except as may otherwise be agreed upon in a writing signed by the relevant parties, the termination or expiration of any of the Teatro Marti Agreements shall result in the simultaneous termination or expiration of all of the Teatro Marti Agreements. 12.2 Remedies. 12.2.1 Notwithstanding the aforementioned, Landlord may, however, in its sole discretion, at any time after Tenant's default or violation of any term, covenant, agreement or condition, re-enter and take possession of the Premises without terminating this Lease, and remove any property contained therein without any liability to Tenant therefor. Such re-entry shall not constitute a trespass by Landlord nor a forfeiture of any Rent to be paid and the terms, covenants, agreements and conditions to be kept and performed hereunder by Tenant for the full Lease Term. No such re-entry or taking possession of the Premises by Landlord shall be construed as an election on its part to terminate this Lease unless a written notice of such intention on its part to terminate this Lease is given to Tenant or unless the termination thereof is decreed by a court of competent jurisdiction. In the event of such re-entry, Landlord shall have the right, but not the obligation, to divide or subdivide the Premises in any manner Landlord may determine, and to lease or let the same or portions thereof for such periods of time and at such rentals and for such use and upon such terms, covenants, agreements and conditions as Landlord may elect in its sole discretion, applying the net rentals from such letting first to the payment of Landlord's expenses incurred in dispossessing Tenant and the cost and expense of making such improvements, alterations and repairs in the Premises as may be necessary in order to enable Landlord to relet the same, and to the payment of any brokerage commissions or other necessary expenses of Landlord, including but not limited to Landlord's reasonable attomey's fees and costs, in connection with such re -letting. The balance, if any, shall be applied by Landlord, from time to time, on account of payments due or payable by Tenant hereunder, with the right reserved to Landlord to bring such action or proceeding for the recovery of any deficits remaining unpaid as Landlord may be favorable from time to time without obligations to await the end of the term of this Lease for the final determination of Tenant's account. The failure or refusal of Landlord to relet the Premises or any part or parts thereof shall not release or affect Tenant's liability for damages. Landlord may snake such alterations, repairs, replacements and decorations in the Premises as Landlord, in Landlord's sole discretion, considers. advisable and necessary for the purpose of reletting the Premises; and the making of such alterations, repairs, replacements, or decorations shall not operate or be construed to release Tenant from liability hereunder as aforesaid. Landlord shall, in no event, be liable in any way whatsoever for failure to relet the Premises, or, in the event the Premises are relet, for failure to collect the Rent or any other sums or charges due Landlord under 16 this Lease under such reletting. (Landlord shall use reasonable efforts to relet the Premises for a reasonable rental rate,) 12.2.2 Any and all property which may be removed from the Premises by Landlord, pursuant to the authority of this Lease or of law, to which Tenant is or may be entitled, may be handled, removed or stored by Landlord at the sole risk, cost and expense of Tenant, and Landlord shall in no event be responsible for the value, preservation or safekeeping thereof. Tenant shall pay to Landlord, upon demand, any and all expenses incurred in such removal and all storage charges against such property. Any such property of Tenant not removed from the Premises, or, if such property is stored at the Premises by Landlord on behalf of Tenant, or if such property is retaken from storage by Tenant within thirty (30) calendar days after the Expiration Date or of Tenant's right to possession of the Premises, however terrninated, shall be conclusively deemed to have been forever abandoned by Tenant and may either be retained by Landlord as its property or may be disposed of in such a manner as Landlord may see fit in its sole discretion. 12.2.3 Tenant agrees, that if it shall, at any time, fail to make any payment or perform any other act on its part to be made or performed under this Lease, Landlord may, but shall not be obligated to, and after reasonable notice or demand and without waiving, or releasing Tenant from any obligation under this Lease, make such payment or perform such other act to the extent Landlord, in its sole discretion, may deem desirable, and in connection therewith, to pay expenses and employ counsel. All sums so paid by Landlord and all expenses therewith, together with interest thereon at the highest rate allowable by law per annum, from the date of payment shall be deemed Additional Rent hereunder and payable at the time of the next installment of Rent thereafter becoming due and Landlord shall have the same rights and remedies for the non-payment thereof, or of any other Additional Rent, as in the case of a default in the payment of Rent. 12.2.4 Notwithstanding anything to the contrary contained herein, if Landlord elects to terminate this Lease upon the occurrence of an Event of Default, Landlord shall forthwith, upon such termination, be entitled to recover as damages, and not as a penalty, an amount equal to the then present value of all of the Rent, and Additional Rent, provided in this Lease for the residue of the Lease Tenn. 12.2.5 In addition to the late fee, any payments required to be made by Tenant under the provisions of this Lease not made by Tenant within ten (10) days of when and as due, shall bear interest at the highest rate allowable by law per annum, from the date when the particular amount became due to the date of payment thereof to Landlord. 12.2.6 In the event of' a breach or threatened breach by Tenant of any of the terns, covenants, agreements or conditions of this Lease, Landlord shall have the right of injunction and the right to invoke any remedy allowed at law or in equity as if re-entry, summary proceedings and other remedies were not herein provided for. Mention in this Lease of any particular remedy shall not preclude Landlord from any other remedy, in law or in equity. Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Tenant's being evicted or dispossessed for any cause, or in the event of Landlord's obtaining possession of the Premises, by reason of the violation by Tenant of any of the terms, covenants, 17 agreements or conditions of this Lease or otherwise; and further expressly waives services of any notice of Landlord's intention to re-enter. Notwithstanding the aforementioned, Tenant shall pay all and singular costs, charges, expenses, and attorneys fees, incurred and paid at any time by Landlord, including initial collection efforts and continuing through all litigation, appeals and any post judgment execution efforts until fully satisfied, because of the failure of Tenant to perform, comply with and abide by each and every one of the terms, covenants, agreements and conditions of this Lease. It is further understood by Tenant, that Landlord is a municipal corporation and any attorneys fees incurred and paid at any time by Landlord, as stated herein Section 12.2 may include outside counsel fees, as well as, the equivalent of Assistant City Attorneys' pay for labor hours expended. 12.2.7 ARTICLE 13 - LANDLORD'S ENTRY ON PREMISES 13.1 Right to Enter. Landlord and its representatives shall have the right, upon forty eight (48) hours prior notice to Tenant, to enter upon the Premises (a) to inspect the operation, sanitation, safety, maintenance and use of the same (but Landlord shall not thereby assume any responsibility or liability for the performance of Tenant's obligations hereunder, nor any liability arising from the improper performance thereof) and (b) to conduct inspections for the purpose of determining whether a default or Event of Default has occurred, provided that Landlord shall be accompanied by a representative of Tenant (in areas of the Improvements other than areas readily available to the general public), and provided further that such entry shall not unreasonably interfere with the operation of the Premises. Tenant agrees to make a representative of Tenant available to accompany Landlord on any such inspection. 13.2 Attomment. Tenant shall, in the event any proceedings are brought for the foreclosure of, or in the event of exercise of the power of sale under any mortgage made by Landlord covering the Premises, attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the Landlord under this Lease. ARTICLE 14 - ENCUMBRANCES BY LANDLORD During the Lease Tenn, Landlord may not encumber the Property with any. lien or mortgage unless said encumbrance clearly states on its face that it is inferior and junior to this Lease and the Leasehold Mortgage. ARTICLE 15 — MECHANICS' LIENS Notwithstanding any provision of this Lease to the contrary, Tenant shall never, under any circumstances, have the power to subject the interest of Landlord in the Premises or the Property to any mechanics' or materialmen's liens or liens of any kind nor shall any provision in this Lease ever be construed as empowering Tenant to encumber or cause Tenant to encumber the Property or interest of Landlord in the Premises. 18 In order to comply with the provisions of Section 713.10, Florida Statutes, it is specifically provided that neither Tenant nor anyone claiming by, through or under Tenant, including, but not limited to, contractors, subcontractors, materiahnen, mechanics and laborers, shall have any right to file or place any kind of lien whatsoever upon the Premises, or any improvement thereon. Any such liens are specifically prohibited. All parties with who Tenant may deal are put on notice that Tenant has no power to subject Landlord's interest to any claim or lien of any kind or character, and all such persons so dealing with Tenant must look solely to the credit of Tenant, and not to Landlord's interest or assets. Tenant shall put all such parties with whom Tenant may deal on notice of the terns of this Section. If at any time a lien or encumbrance is filed against the Premises as a result of Tenant's work, materials or obligations, Tenant shall discharge said lien or encumbrance within thirty (30) calendar days from the date it is filed. ARTICLE 16 — SURRENDER OF PREMISES 16.1 Surrender of Premises. Upon the Expiration Date (or upon a re-entry by Landlord upon Tenant's interest in the.Premises (including, without limitation, a re-entry upon the Premises) pursuant to an earlier termination of this Lease by Landlord resulting from an Event of Default), Tenant, without any payment or allowance whatsoever by Landlord, shall surrender Tenant's interest in the Premises, and shall yield up possession of the Premises, to Landlord in good order, condition and repair, reasonable wear and tear excepted, free and clear of all subleases, liens and encumbrance other than subleases of the affordable housing residential tenants, if any, and the Title Matters. Tenant hereby waives any notice now or hereafter required by law with respect to vacating the Premises on the Expiration Date or earlier Termination of this Lease. 16.2 Delivery of Subleases, etc. Upon the Expiration Date (or upon a re-entry by Landlord upon Tenant's interest in the Premises (including, without limitation, a re-entry upon the Premises) pursuant to an earlier termination of this Lease by Landlord resulting from an Event of Default), Tenant shall deliver to Landlord the following (to the extent then in Tenants possession or control): Tenant's original executed counterparts, if available (and if not available, true and correct copies thereof), of all subleases then in effect, any service and maintenance contracts then affecting the Premises, true and complete maintenance records for the Premises, all original licenses and permits then pertaining to the Premises, permanent or temporary certificates of occupancy then in effect for the Premises, and all warranties and guarantees then in effect which Tenant has received in connection with any work or services performed or building equipment and FF&E installed in the Premises (such to be delivered without representation or warranty by Tenant), together with a duly executed assignment thereof (without recourse) to Landlord in form suitable for recording, .all financial reports and any and all other documents of every kind and nature whatsoever relating to the operation of the Premises and the condition of the Improvements. 19 16.3 Title to Improvements. Landlord recognizes and agrees that until the Expiration Date or earlier termination pursuant to the terms of this Lease and the HOME Loan Agreement (i) ownership of and title to Tenant's interest in the Premises shall be in Tenant, (ii) Tenant shall own the Improvements now existing or in the future located on the Property and (iii) Tenant has, and shall be entitled to, all rights and privileges of ownership of Tenant's interest in the Premises. Ownership of and to Tenant's interest in the Premises shall automatically vest in Landlord upon the Expiration Date earlier termination pursuant to the teens of this Lease and the HOME Loan Agreement, without the payment of consideration therefor, and without the necessity for the execution and delivery by Tenant of any instrument transferring title. Notwithstanding the foregoing, Tenant covenants and agrees that upon the Expiration Date earlier termination pursuant to the terms of this Lease and the HOME Loan Agreement, Tenant shall, upon Landlord's request, execute and deliver to Landlord any instrument or document reasonably requested by Landlord to confine title to Tenant's interest in the Premises in Landlord. 16.4 Title to Replacement Reserve Account. Unless required to be treated differently by any agreement between any Lender and Tenant, ownership of and all proceeds thereof to the Replacement Reserve Account (as described in Article 48 of this Lease) and shall automatically vest in Landlord (subject to the lien therein of. the Leasehold Mortgagee) upon the Expiration Date or earlier termination pursuant to the terms of this Lease and the HOME Loan Agreement, without the necessity for the execution and delivery by Tenant of any instrument transferring title thereto. 16.5 Cash and Accounts Receivable . Tenant shall turn over to Landlord all deposits, accounts receivables and other payments with respect to all affordable housing residential tenants upon the Expiration Date. Landlord shall assume all advanced rental obligations for periods after the Expiration Date made in the ordinary course of the operation of the Improvements. 16.6 Personal Property. Any personal property of Tenant or of any subtenant which remains on the Premises after the tenmination of this Lease or after the removal of Tenant or such subtenant from the Premises, may, at the option of Landlord, be deemed to have been abandoned by Tenant or such subtenant, and either may be retained by Landlord as its property or be disposed of, without accountability, in such manner as Landlord may see fit, in its absolute and sole discretion, but in compliance with applicable laws. Landlord shall not be responsible for any loss or damage occurring to any such property owned by Tenant or any subtenant. 16.7 Survival Clause. The provisions of this Article shall survive the Expiration Date or earlier termination of this Lease. 16.8 Holding Over. If Tenant shall hold over after the expiration of the term of the Lease, in the absence of any agreement extending the Lease Tenn, the tenancy under this Lease shall become from month to month terminable by either party on thirty (30) days' prior notice; and shall be subject to all the teens and conditions of this Lease as though the Lease Term had been extended from month to month, in accordance with terns of the Lese applicable at such time. 20 ARTICLE 17- RELATIONSHIP OF PARTIES It is understood and agreed that neither Landlord nor Tenant shall, be construed or held to be a partner or associate of the other in the conduct of the other's business or otherwise, or joint adventurer or a member of a joint enterprise with the other, nor does anything in this Lease confer any interest in either Landlord or Tenant in the conduct of the other's business; but it is understood and agreed that the relationship is, and at all times shall remain, that of landlord and tenant. ARTICLE 18 - SIGNAGE Subject to Landlord's right to pre -approve all signage, which approval shall not be unreasonably withheld, conditioned or delayed, Landlord hereby grants to Tenant the right, at Tenant's sole cost and expense, subject to applicable laws and regulations of govenunental authorities to install, maintain, repair and replace on or about the Property, its standard signs consistent with an affordable residential rental housing project. Further Landlord agrees to execute and deliver to Tenant all documents and Landlord approvals necessary to aid Tenant in obtaining any required governmental permits and approvals required for the installation of Tenant's signs so long as Landlord does not incur any liability or costs regarding same. With respect to all signs that it shall install, Tenant agrees to maintain the same in good repair, order and condition and to remove any signage permitted under this Section upon the request of Landlord at the end of the Lease Tenn. Notwithstanding anything in this Lease and specifically Article 18 to the contrary, in no event shall the Tenant generate any kind of income or compensation of any kind from any signage, including but not limited to murals or billboards on the Property and/or Improvements. ARTICLE 19 - ACCORD AND SATISFACTION No receipt and retention by Landlord of any payment tendered by Tenant in connection with this Lease shall give rise to or support or constitute an accord or satisfaction, or a compromise or other settlement, notwithstanding any accompanying statement, instruction or other assertions to the contrary (whether by notation on a check or in a transmittal letter or otherwise), unless Landlord expressly agrees to an accord and satisfaction, or a compromise or other settlement in a separate writing duly executed by Landlord. Landlord may receive and retain, absolutely and for itself, any and all payments so tendered, notwithstanding any accompanying instructions by Tenant to the contrary. Landlord will be entitled to treat any such payments as being received on account of any item or items of Rent, interest, expense or damage due in connection herewith, in such amounts and in such order as Landlord may determine in its sole discretion. ARTICLE 20 - SEVERABILITY The parties intend this Lease to be legally valid and enforceable in accordance with all of its terns to the fullest extent permitted by law. If any tern hereof shall be invalid or unenforceable, the parties agree that such term shall be stricken from this Lease, the same as if it never had been contained herein. Such invalidity or unenforceability shall not extend to any other term of this Lease, and the remaining terms hereof shall continue in effect to the fullest extent permitted by law, the same as if such stricken tenn never had been contained herein. 21 ARTICLE 21 - ASSIGNMENT, TRANSFER AND OWNERSHIP 21.1 "Transfer of Interest inProperty". Tenant shall not, in any manner, directly or indirectly through changes in Tenant's structure or ownership, without the prior express written approval of Landlord, assign, transfer, mortgage, hypothecate, encumber or otherwise convey any interest in the Premises without the advance written approval of Landlord, which approval by Landlord may not be unreasonable withheld, conditioned, delayed, subjected to any additional fees, other the payment of reasonable attorney fees incurred by Landlord, or subjected to a change in the financial structure or economics of the transaction. 21.2 "Transfer of Interest in Tenant". Landlord acknowledges that Tenant may be required to transfer ownership interests in Tenant to investors in order to take advantage of the requirements of the Low Income Housing Tax Credits that will be generated by the Development (Improvements) and the requirements of certain of the financial parties. To this end, Landlord agrees to consent to the transfer of such interests in Tenant provided that (a) Tenant provides Landlord with copies of all transfer documents, including but not limited to the original Operating Agreement and the Amended and Restated Operating Agreement of Tenant, (b) the conditions to transfer imposed by the Investors shall be acceptable to Landlord and consistent with the requirements imposed by other similarly situated investors, (c) the requirement imposed by the Investors are commercially reasonable and do not affect the operation of the Development (Improvements) as contemplated by the Parties as of the Effective Date and (d) that there is no change in the general partner or managing member or any new general partner or managing member is an Affiliate of the Tenant. ARTICLE 22 — CAPTIONS AND ARTICLE NUMBERS The captions and Section numbers and headings of this Lease are for convenience of reference only and in no way shall be used to construe or modify the provisions set forth in this Lease. ARTICLE 23— LIMITATION OF LANDLORD'S LIABILITY The obligations of Landlord under this Lease do not constitute personal obligations of Landlord or the individual partners, shareholders, directors, officers, employees or agents of Landlord, and Tenant shall look solely to Landlord's interest in the Premises, and to no other assets of Landlord, for satisfaction of any liability in respect to this lease, and will not seek recourse against the individual partners, shareholders, directors, officers, employees or agents of Landlord or any of their personal assets for such satisfaction. No other properties or assets of . Landlord shall be subject to levy, execution, or other enforcement procedures for the satisfaction of any judgment (or other judicial process) or for the satisfaction of any other remedy of Tenant arising out of or in connection with this Lease, the relationship of Landlord and Tenant, or Tenant's use of the Premises. Tenant's sole right. and remedy in any action or proceeding concerning Landlords reasonableness (where the same is required under this Lease) shall be an action for either declaratory judgment or specific performance. 22 ARTICLE 24— WAIVER OF TRIAL BY JURY AND COUNTERCLAIM IT IS MUTUALLY AGREED BY AND BETWEEN LANDLORD AND TENANT THAT THE. RESPECTIVE PARTIES HERETO SHALL AND HEREBY DO WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER REGARDING ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF THE PARTIES CREATED HEREBY, AND/OR A CLAIM FOR INJURY OR DAMAGE. IN THE EVENT OF SUIT BY LANDLORD TO COLLECT RENT, TENANT SHALL NOT INTERPOSE ANY COUNTERCLAIM, SUBJECT TO THE WAIVER OF ANY TRIAL IN SUCH PROCEEDING PROVIDED; HOWEVER, TENANT MAY ASSERT SUCH COUNTERCLAIM, SUBJECT TO THIS WAIVER OF JURY TRIAL, IN A SEPARATE ACTION BROUGHT BY TENANT. EACH PARTY ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY ITS OWN COUNSEL WITH RESPECT TO THE TRANSACTION GOVERNED BY THIS LEASE, AND SPECIFICALLY AS TO THE WAIVER OF EACH PARTY'S RIGHT TO TRIAL BY JURY. ARTICLE 25 — AUTHORITY If Tenant signs as a corporation, partnership, or other firm or entity, each of the persons executing this Lease, on behalf of Tenant, does hereby covenant and warrant, as applicable, that Tenant is duly authorized to transact business, is in good standing and existing, that Tenant has and is qualified to do business in the State of Florida, Tenant has first right and authority to enter into this Lease, and that the persons signing on behalf of Tenant were authorized to do so. Landlord does hereby covenant and warrant, as applicable, that Landlord is duly authorized to transact business, is in good standing and existing, has the legal authority to enter into this Lease, and that the persons signing on behalf of Landlord are authorized to do so. ARTICLE 26 - TIME OF ESSENCE Time is of the essence with respect to each and every provision of this Lease. ARTICLE 27 - INTERPRETATION OF LEASE This Lease shall be governed by, construed and interpreted in accordance with the laws of the State of Florida, both substantive and remedial, without regard to principles of conflicts of law. The exclusive venue for any litigation arising out of this Lease shall be Miami -Dade County, Florida, if in state court, and the U.S. District Court, Southern District of Florida, if in federal court. ARTICLE 28 - INTEGRATION This Lease and the documents specifically referred to herein, upon acceptance by the Parties hereto, constitutes the sole and only agreement between Landlord and Tenant as to the subject matter hereof and is intended by each to constitute the final written memorandum of all of their agreements and understandings in this transaction and there are no representations or 23 warranties, express or implied, and no promises or prior agreements between the parties except as expressly stated herein. • ARTICLE 29 - ATTORNEYS' FEES If any legal action or other proceeding is brought for the enforcement of this Lease, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Lease, or to interpret this Lease or any of the provisions hereof, the successful or prevailing party shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding, whether or not the action or proceeding goes to final judgment, in addition to any other relief which it or they may be entitled to. Any reference in this lease to attorneys' fees shall include attorneys' fees incurred in both trial and appellate levels and post - judgment proceedings. ARTICLE 30 - COUNTERPARTS This Lease maybe executed in any number of counterparts with the same force and effect as if all signatures were appended to one document, each of which shall be deemed an original. ARTICLE 31 - NOTICE Any notice required or permitted under this Lease shall be in writing (including electronic transmission) and shall be affected by personal service or by sending the same by registered, certified or express mail, postage prepaid, return receipt requested, as follows: If to Tenant: Teatro Marti Apartments, LLC 150 SE 2nd Avenue, Suite 1302 Miami, Florida 33131 Attn: Michael C. Cox Telephone (305)372.5795 Telefax (305)372.5797 With a copy to: Washington & Associates, P.A. 4 Midtown 3301 NE lst Avenue, Suite M-501 Miami, FL 33137 Attn: Lynn C. Washington, Esquire Telephone (305)573-29298 Telefax (305)749-8898 24 If to Landlord: City of Miami Department of Community Development 444 S.W. 2nd Avenue, 2nd Floor Miami, Florida 33130 Attn: George Mensah Telephone (305) 416,2080 Telefax (305) 416.2179 With a copy to: Office of the City Attorney 444 S.W. 2nd Avenue, 96 Floor Miarni, Florida 33130 Attn: Julie O. Bru • Telephone (305)416.1800 Telefax (305) 416.1801 or to such other address as any party may designate by notice complying with this Article. Each such notice shall be deemed delivered (a) on the date delivered if by personal delivery, (b) on the date of transmission with confirmed answer back if by electronic transmission; and (c) on the date upon which the return receipt is signed or delivery is refused or the notice is designated by the postal authorities as not deliverable as the case may be, if mailed. ARTICLE 32- NON WAIVER The waiver by Landlord of any breach of any tern, covenant, agreement or condition herein contained shall not be a waiver of such tern, covenant, agreement or condition or any subsequent breach of the same or any other term, covenant, agreement or condition herein contained. The consent or approval by Landlord to or of any act by Tenant requiring Landlord's consent or approval shall not be deemed to waive or render unnecessary Landlord's consent to or approval of any subsequent similar act by Tenant. No reentry hereunder or as previously set out shall bar the recovery of Rents or damages for the breach of any of the terns, covenants, agreements or conditions on the part of Tenant herein. contained. The delay on the part of Landlord to enforce any right hereunder shall not be deemed a waiver of any preceding breach by Tenant of any tern, covenant, agreement or condition of this Lease, or a waiver of the right of Landlord to annul this Lease or to reenter the Premises or to relet same. ARTICLE 33 - MISCELLANEOUS This Lease shall not be construed in favor of or against either Party, notwithstanding whoever drafted"same, but shall be construed as if all Parties prepared this Lease. 25 ARTICLE 34 — RIGHT TO ESTOPPEL CERTIFICATE Tenant, within ten (10) business days after notice from the Landlord, shall execute and deliver to the Landlord, in reasonable form, a certificate stating that this Lease is unmodified and in full force and effect, or in full force and effect as inodified and stating the modification and such additional facts within the Tenant's knowledge as may be reasonably required by the Landlord. Failure of the Tenant.to properly execute and deliver such certificate within ten (10) business days after request therefore shall be conclusive upon the Tenant as•to the truth of all such statements contained therein and may be relied on by any person holding or proposing to acquire an interest in the Premises. ARTICLE 35 - SURVIVAL All indemnifications, assurances, warranties, representations, covenants and agreements 'made by Landlord or Tenant set forth in this Lease and all provisions thereof which by their terms must necessarily be performed after the commencement, termination or expiration of this Lease shall survive such commencement, termination or expiration. This provision is meant to apply to all provisions in this Lease notwithstanding that some provisions specifically refer to survival. ARTICLE 36 - RECORDING This Lease or a short form and/or memorandum of this Lease may be recorded in the public records. ARTICLE 37 — QUIET ENJOYMENT Upon Tenant paying the Rent reserved hereunder and observing and performing all of the terms, covenants, agreements and conditions on Tenant's part to be observed and performed hereunder, Tenant shall have quiet possession of the Premises for the entire Lease Tenn. ARTICLE 38- COMMISSION Landlord represents and warrants to Tenant, and Tenant represents and warrants to Landlord that it did not negotiate with respect to this Lease of the Premises, through any broker, agent, finder, affiliate or other third party or incur any liability, contingent or otherwise, for brokerage or finder's fees or agent's commission or other like payments in connection with this Lease, or the transactions contemplated hereby, and each party hereby agrees to defend, hold harmless and indemnify the other from any claims, demands, causes of action or damages resulting from a breach of such representation and warranty. ARTICLE 39 -FORCE MAJEURE Neither party shall be liable for any delay or failure to timely perform its obligations hereunder due to any causes beyond its reasonable control, including, without limitation, fire, act of the public enemy, wax, rebellion, insurrection, sabotage, transportation delay, labor dispute, shortages of material, labor, energy or machinery, or act of God, act of government or the judiciary. In no event shall (a) Tenant's financial condition or inability to fund or obtain funding or financing constitute an excusable delay or failure to timely perform its obligations hereunder 26 and (b) any delay or failure. to timely perform its obligations arising from a Party's default under this Lease constitute an excusable delay or failure to timely perform its obligations hereunder with respect to such Party. ARTICLE 40 - TENDER AND DELIVERY OF LEASE Submission of this Lease does not constitute an offer, right or first refusal, reservation of or option for the Premises. This Lease becomes effective as a lease upon execution and delivery by both Landlord and Tenant. ARTICLE 41— TRANSFER OF LANDLORD'S INTEREST 41.1 Transfer. In the event of any transfer or transfers of Landlord's interest in the Premises, the transferor shall be automatically relieved of any and all obligations and liabilities on the part of Landlord accruing from and after the date of such transfer and Tenant agrees to look only to any such transferee (successor in interest) for the performance, from and after the date of such transfer, of Landlord's obligations under this Lease. All of the provisions of this Lease shall bind and inure to the benefit of the Parties hereto, and their respective heirs, legal representatives, successors and assigns. 41.2 Attor naent. Tenant shall, in the event of a transfer under Section 41.1 of the Lease, attorl to the transferee (successor in interest) and recognize such transferee (successor in interest) as the Landlord under this Lease. ARTICLE 42 - RIGHT OF FIRST REFUSAL TO PURCHASE Intentionally Omitted ARTICLE 43 — HAZARDOUS MATERIALS 43.1 Tenant shall indemnify and hold Landlord harmless, and. defend Landlord, at Tenant's sole costs and expense, utilizing counsel reasonably acceptable to Landlord, from and against any and all losses, liabilities, costs, damages, claims, expenses or judgments incurred or suffered by Landlord relating to or arising out of the use, storage, disposal or release, during the Lease Tenn of Pollutants within, under or upon. the Property or Premises in violation of any Hazardous Substance Law, if due to the acts or omissions of Tenant or Tenant's agents, employees, contractors or any other party whose rights derive by, through or under Tenant, including without limitation, any losses, liabilities, costs, damages, expenses or judgments relating to or arising out of any actions initiated by private parties or governmental authorities. Tenant shall have the right to contest, by appropriate legal proceedings, but without cost, liability or expense to Landlord, the validity of any Hazardous Substance Law provided that such contest will not result in any lien, charge or liability, civil or criminal, upon the Property. In addition, if compliance with such Hazardous Substance Law may be legally held in abeyance without the occurrence of any danger to persons or property or threat thereof, lien, charge or liability, civil or criminal, for a failure to comply during such contest, Tenant may postpone compliance therewith until the final determination of any such proceedings, provided that such proceedings are pursued in good faith and with due diligence. The provisions of this Article 43 shall survive the expiration or sooner termination of the Lease. 27 • 43.2 In addition to the foregoing, Tenant agrees that in the event any Pollutants shall be found within, under or upon the Property or Premises clue to the acts or omissions of Tenant or Tenant's agents, employees, contractors or any other party whose rights derive by, through or under Tenant, if required by any competent authority (public or private), Tenant shall promptly initiate and thereafter diligently prosecute to completion all actions necessary to remove all such Pollutants. All such work shall be performed in accordance with all applicable legal requirements. In addition, prior to commencing any work or removal, repair, restoration or any other construction work in connection therewith, Tenant shall submit to Landlord a schedule indicating the dates on which the various phases of all such work will be commenced and completed. ARTICLE 44 — NO SUBORDINATION 44.1 No Subordination of Landlord's Interest in the Property. Landlord's interest in the Property, including, without limitation, Landlord's interest in this. Lease, as the same may be modified, amended or renewed in accordance with the provisions of this Lease, shall not be subject or subordinate to (a) any Leasehold Mortgage now or hereafter existing, (b) any other liens or encumbrances hereafter affecting Tenant's interest in the Premises or (c) any sublease or any mortgages, liens or encumbrances now or hereafter placed on any subtenant's interest in the Premises. 44.2 Tenant's Interest in the Premises Subject to Title Matters. Tenant's interest in the Premises, including, without limitation, this Lease and the leasehold estate of Tenant. created hereby and all rights of Tenant hereunder are and shall be subject to the Title Matters contained in Exhibit "A" attached hereto. ARTICLE 45 — RADON NOTICE NOTICE REQURED BY CHAPTER 88-285, LAWS OF FLORIDA Chapter 88-285, Laws of Florida, requires the following notice to be provided with respect to the contract for sale and purchase of any building, or a rental agreement for any building: "RADON GAS: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. ARTICLE 46 — CONDEMNATION If any portion of the Premises or any portion the Property which would substantially interfere with Landlord's ownership, or Landlord or Tenant's ability to conduct business is taken for any public or quasi -public purpose by any governmental authority, including but not limited to, by exercise of the right of appropriation, inverse condemnation, condemnation or eminent domain, 28 or sold to prevent such taking, Landlord, at its option, may terminate this Lease without recourse by Tenant. Any award for .such taking or payment made under such threat of exercise of such power for the taking of the fee will be the property of Landlord and any award made as compensation for diminution of value of the leasehold shall be the property of the Tenant. Tenant will also be entitled to any compensation, separately awarded to Tenant for Tenant's relocation expenses or other interest that Tenant has in the Premises. If this Lease is not terminated, Landlord will promptly proceed to restore the Premises and/or any portion of the property used by Tenant to substantially the same condition as existed prior to such taking allowing for any reasonable effects of such taking. Should a partial taking directly affect a portion of the Premises and Tenant does not exercise its right to terminate this Lease, Landlord will make an appropriate allowance to Tenant for the rent corresponding to the term during which, and to the part of the Premises which, Tenant is deprived on account of such taking and restoration. ARTICLE 47 — MANAGEMENT OF PROJECT BY TENANT Tenant will submit a management plan to Landlord which must be approved by Landlord prior to execution of the Lease, such plan attached hereto as Exhibit "B". Tenant or its Affiliates shall have the responsibility for managing the Premises and dealing with the management agent (the "Management Agent"). The selection of any successor to the Management Agent shall be made with the consent of the Landlord, which consent will not be unreasonably withheld, conditioned or delayed. The term of any Management Agreement shall not exceed three (3) years without the consent of the Landlord. ARTICLE 48 — FURTHER ASSURANCES Landlord agrees to cooperate with Tenant's efforts in its dealings with any governmental officials regarding various applications and other documents which may require Landlord's written consent. Landlord agrees to join in those documents requiring Landlord's joinder provided (a) Landlord incurs no additional liability arising from such joinder, (b) Tenant pays all of Landlord's costs and expenses, including reasonable attorneys' fees and costs, regarding the examination and execution of such joinders and (c) such joinder is not prohibited by law. ARTICLE 49 — ARBITRATIONS 49.1 Appointment of Arbitrators. Within five (5) business days following Tenant's submission to Landlord of a notice that it is submitting to arbitration a dispute regarding approval or rejection of the Designs and Renderings pursuant to Section 5.2.2 of this Lease, Tenant and Landlord shall each select an arbitrator who shall be an architect experienced in affordable housing design (such architects being herein referred to collectively as the "Principal Arbitrators"). The selection of a party's arbitrator shall not be open to question by the other party. Within five (5) business days after such Principal Arbitrators shall have been selected, the Principal Arbitrators shall together choose a third arbitrator, who shall also be an architect, experienced in affordable housing design (the "Third Arbitrator"). If the two (2) Principal Arbitrators are unable to agree upon appointment of the third arbitrator within the second five day (5) period, any party may make application for appointment of a third arbitrator by the Miami -Dade Circuit Court. The Principal Arbitrators and the Third Arbitrator are sometimes collectively referred to herein as the 29 "Arbitrators." If Tenant does not submit the Design and Renderings dispute for consideration within the forty-five (45) day period required by Section 5.2.2 of this Lease or elect to invoke the arbitration rules of this Article 49 within such period, such Designs and Renderings changes submitted by the Landlord shall be deemed to be accepted by the Tenant, must be made by Tenant and shall not thereafter be resubmitted to Landlord or the Arbitrators for approval. 49,2 Arbitration Proceedings. Within five (5) business days after Tenant shall have submitted such Designs and Renderings changes to the Principal Arbitrators for consideration, such Principal Arbitrators shall report their determinations to Landlord and Tenant in writing. If both Principal Arbitrators agree, their determinations shall be absolutely conclusive. If the Principal Arbitrators do not agree as to whether the changes should or should not be made, then within five (5) business days after the expiration of such five (5) business day period, the Principal Arbitrators shall subunit the question to the Third Arbitrator for resolution. Within five (5) business days thereafter, the Third Arbitrator shall report lis deterniun.ation to Tenant and Landlord in writing and such Third Arbitrator's determination shall be absolutely conclusive. 49.3 Standard for Arbitration. All arbitration shall be reasonable and shall be conducted in accordance with the rules of the American Arbitration Association, in good faith and with due diligence. The scope of any arbitration shall be limited to the determination of whether the changes recommend by the Landlord are reasonable. 49.4 Costs. Landlord and Tenant shall each pay the costs of the Principal Arbitrator which each has selected, and shall each pay fifty percent (50%) of the costs of the Third Arbitrator. 49.5 Finality. The decision of the Third Arbitration shall be binding on the Parties and • not open to review or appeal. IN WITNESS WHEREOF, this Lease has been executed by the parties hereto on the day and year first above written. [SIGNATURES ON FOLLOWING PAGE] NAR: Document No.: 290482 30 Signed, Sealed and Delivered TENANT: in the presence of: a/e STATE OF FLORIDA: COUNTY OF MIAMI-DARE: Teatro Marti Apartments, LLC, a Florida limited liability company By: Biscayne Housing Group, LLL, a Florida limited liability company, as Manager. By: �-- Michael C. Cox, Co-Manager/Member Date: ®e 7 / 7 , Gonzalo ember THE FOREGOING INSTRUMENT was acknowledged before me this ,$tjPday of October, 2011, by Michael C. Cox, as Co -manager of Biscayne Housing Group, LLC, manager of Teatro Marti Apartments, LLC who is personally known to me or as produced a driver's license as identification. virAlah iti-.i.a.44e* • ,gristoz.-- wJy P is k\k)b-A. (Printed Naive of Notary) My Commission Expires: (Seib` ` I nib&& A SCAS MY CO MISSIO 0 EE 052413 EXPIRES: February 24, 2015 4,&.0F5,00 Bonded Thru Budget Notary Services 31 NAR: Document No,: 290482 �ST��OF FLORIDA: COUN ' I-DADE: THE FOREGOING INS T was acknowledme this day of October, 2011, by Michael C. Cox, as C. .: _ - :iscayne Housing Group, LLC, manager of Teatro Marti °A art �� - . , , w ro is personally known . - or has produced a driver's s i . entification. ATTEST: riscilla A. Thompson City Clerk Date: D-oZ Approved A Requireme Ca vin Ellis 3 Ri..k Management A • ninistrator Not Public (Printed Name of N My Commissio xpires: erial Number, if any LANDLORD: City of Miami, a municipal corporation of the State of Florida John - Ma Ci anager Approved As To Form and Correctness: Julie O. Bru City Attorne NAR: Document No.: 290482 . 32 STATE OF FLORIDA: COUNTY OF MIAMI-DADE: THE FOREGOING INSTRUMENT was acknowledged before me this a < day of October, 2011, by JOHNNY ARTINEZ, as City Manager of the City of Miami, o is personally known to me or has produced a driver's 1i ense as identification. Notary',' ublic (Printed Name of Notary) My Coirunission Expires: (Serial Number, if any) G NAR: Document No.: 290482 33 EXHIBIT A Title Matters 1. Taxes and assessments for the year 2011 and subsequent years; and 2. Conditions, restrictions, limitations, easements, reservations, assignments and instruments of record, but this provision shall not operate to reimpose same; and 3. Zoning, building, and all other governmental regulations. 34 EXHIBIT B Management Plan 35 EXT3IBIT B - MANAGEMENT PLAN This plan was prepared by Teatro Marti Apartments, LLC and constitutes the Management Plan for (Teatro Marti Apartments). The Owner will be responsible for the management of the Project and reserves the right to formulate all systems, policies, procedures and regulations which are to be imposed. The Managing Agent, will coordinate actual implementation, The Managing Agent will select and supervise the Manager and the other Project employees. The Managing Agent will report to the Owner on a periodic basis concerning all aspects of the operation. Particular attention will be paid to achieving economies in maintenance, operating costs, and administrative expenses so that tenants' rentals can be held to the lowest level possible. The Managing Agent will advise Project employees of their job responsibilities and duties, see that the Owner is apprised of them, and that the responsibilities and duties of the employees are carried out. The Managing Agent will interview and hire experienced maintenance/englneering personnel who have a general knowledge of the building's mechanical equipment so that replacement and repair costs will be minimized. The Managing Agent will instruct and supervise the on -site Manager in the renting of apartments and the collecting of payments in a timely and firm manner fn order to assure fiscal stability. The Manager, under the direction of the Managing Agent, will make every effort to reduce substantial tenant turnover which can prove costly because of extra clean up costs, repairs, advertising, income loss, etc. Both Owner and Managing Agent believe that immediate acknowledgement of complaints and requests for service, followed by prompt action on the part of the management to rectify the situation, will continually "resell" existing tenants on the merits of living at this fecilfty and tend to reduce turnover. The Managing Agent will be totally responsible for the day-to-day activities at the complex within the limitations of the Management Agreement between the Owner and the Managing Agent. The Managing Agent, for the Owner's approval, may recommend changes In policy from time to time. The implementation of this policy will be the responsibility of the Managing Agent, The General Partner' will be the key contact person for the Owner. The President of the management company, will be the key contact person for the Managing Agent, Staffing Arranoements The Owner and Managing Agent will work together to implement existing government requirements to ensure equal opportunity in connection with the hiring of ail employees, under no circumstances will any employee receive an hourly wage of less than minimum wage. Employees of the Project will be hired without regard to race, creed, religion, or any affiliation with the Owner. Vacant positions will be advertised in a standard manner and the "Equal Employment Opportunity" citation will be displayed prominently. The staffing needs for this Project are as follows: 1 Manager (PT) 0 Assistant Manager 0 Leasing Agent 1 Maintenanoe Personnel (PT) I All rei'erenoes to General Partner shall be deemed a refereneo to Managing Member. 1 Additional maintenance staff may be necessary depending on whether unit turns are performed by in- house staff or a private contractor. Training for all Project employees is acoomplished through an extensive Praoodures Manual which outlines in detail all eepeots of the Project's operation. All Projects are under the direct supervision of a Regional Manager employed by the Managing Agent. The Regional Manager visits each complex In his/her portfolio not less than once per month, during which time procedures are reviewed and instructions are given to on -site personnel. Additionally, the management company will hold periodic meetings and training sessions for all Managers at which time new procedures and policies are reviewed and explained. All permanent employees are covered by a retirement benefit plan, a group hospltallzatian plan and a group life insurance program. Also, all Project employees are encouraged to attend seminars and training courses, at complex expense, which will enhance their ability to perform their jobs. All Project employees are reviewed annually under a formal evaluation process to assess their performance with the Company. If applicable, the evaluations of Assistant Manager, Leasing Agents, and maintenance personnel are performed by the on -site Manager. The Regional Manager performs the evaluations of the oresite Managers. At this time, guidanoe and oonstructive critielam Is given to eaoh employee as necessary. Grievances regarding an evaluation are to be brought to the attention of the employee's direct supervisor. If after having one this the employee feels the need to communicate with someone higher in authority, he/she may do so by Informing his/her direct supervisor of his/her intentions. If an employee is not meeting or exoeeding the requirements of his/her position, the employee will be counseled by the direct supervisor, In the event that this counseling is not successful in redirecting the employee, the employee will receive a formal notice from the supervisor informing him/her of the deficiency and warning him/her of the potential for dismissal. If the employee remains deficient, he/she will be terminated without further notiee and may be paid severance pay in lieu of notice at the managing agent's discretion, depending on the specie situation. N. Renting Eroced r As appropriate, property signaga with equal opportunity logo prominently displayed will be utilized to advertise the property, The Regional Manager and/or on«site Manager will maintain contact with local organizations and major employers to acquaint them with the apartment communities. Newspaper ads will provide rental information and state that applications are being taken. All displays, newspapers, and television ads will be designed to encourage prospects to come to the community in person, as opposed to Calling on the phone. The ads will indicate, "Equal Housing Opportunity." A model (as applicable) will be avaltable for inspection by eligible applicants approximately thirty (80) days prior to initial occupancy. When the apartment community is ready to begin accepting rental applications and showing the model unit, custodial/maintenance staff wiil be employed to keep the model clean and fresh and the grounds clean. Prior to occupancy, residents will be shown the apartment by the on -site office staff, Instructed on the use of all amenities, and advised on care of the unit and its equipment. An orientation with all new residents will be held in order to acquaint them with the local area and available community services. The on -site office or rental facility will be open during hours determined to be most suitable for proper oontact and exposure to existing or potential tenants. ' III. Tenant elioiblilty The Owner will be ultimately responsible for tenant selection and determination of eligibiiity for occupancy. The Managing Agent and the on -site Manager wilt perform the actual screening and 2 selection process. An application will be taken from all applicants. Credit and character references will be checked and employmenttinoome verifications will be obtained. After all of tile information is received, the on -site Manager will make a determination as to the applicant's acceptability. If this decision Is In the affirmative, the applicant will be so notified and will be advised as to the date that they can move in. if the tenant is not approved, they Mtil be notified in writing of the reasons why they were denied an apartment. Alt resident selection is subject to review by the Managing Agent. Any denied applicant may request this review. The Managing Agent will conduct its operations anoording to the applicable laws and regulations a$ outlined in loan documents, bond documents, Land Use Restriction Agreements, Extended (See Agreements, or any other type of agreement outlining regulations associated with various financinglfunding streams including Low-income Housing, Tax Credit pursuant to Section 42 of the internal Revenue Code of 19B6 es amended (The "Code"), Bond, HOME, 501(C)3, Hope VI, SAIL, RD53$, HUH RD, and any other applicable programs rules and regulations as applicable to this particular property. The Management Agent will review and copy ail original resident files to include the Tenant Income Certification and all supporting documents ion including the origins! Lease. The copies will be in pdf format on a disc which will be provided to the Owner, In addition, Managing &gent shall conduct annual income certifications for all tenants In accordance with the requirement of Section 42 of the Code. All Resident Managers are provided with a Procedures Manual that thoroughly explains the operation end requirements of the certification program. Additionally, the on -site Manager may attend Managing Agent's company meetings at which tints additional Instruction is given In management requirements for the various financing programs. All new onesee Managers undergo a thirty (30) day training program and a three (3) month probationary period during which time they are under the direct supervision of an experienoed on -site Manager and/or a Regional Manager. IV. Leasing Pottcles An application will be aooepted from any individual who wishes to submit an application for an apartment at the complex. At the time the application Is requested by the prospective tenant, the on -site Manager will briefly outline the eligibility requirements for the complex. Once the application has been completed, it will be placed on the appropriate waiting Ilst--which is maintained by unit size, When a vacancy occurs, the appropriate waiting list will be consulted and the oldest application will be evaluated ae to eligibility and acceptability. Ail applicants must demonstrate an acceptable history of financial responsibility and social behavior. This will be accomplished using landlord referenoes, oredlt references, and an applicant evacuation sheet. Rejection of applients on the basis of arbitrary classification will not be tolerated. The on•slte Manager will be thoroughly knowledgeable of the lease to be utilized at the Project. A copy of the apartment rules will be attached to all leases. V. fient Collpption Pollcise The rent le due and payable on the first day of each month. Partial payments ate not normally accepted. Rents are paid at the Project office and are collected by the on -site Manager. Residents are not allowed to snake their monthly rental payments in oath sv as to limit the amount of cash, which might be in the office at any particular time. There Is no provision for after-hours payment of rent. Rent not paid on the first day of the month is late. Any resident who has riot paid his/her rent by close of business on the fifth day of the month will be assessed a twenty-five dollar late charge. Should 3 rent remain unpaid after the fifth of the month, a Pay Rent pr Vacate notice will be issued which states that the resident must pay rent or vacate within three (3) daye. This notice will be issued in accordance with applicable state Taws. Any payment made on or after the fifth of the month must be made by money order or cashiers check, If the resident pays the delinquent rent during the three (3) day notice period, the on -site Manager will advise the resident that this "late payment" constitutes a minor violation of the lease agreement and that repeated minor violations of the lease agreement may result in a termination of the lease agreement. In the event the resident does not pay the delinquent rent and does not voluntarily vacate the unit, the on - site Manager will Issue the delinquent tenant a termination of lease notice. if (or as) required, an attorney will be utilized to institute a suitfor possession. The suit for possession will be handled in accordance with appropriate state and federal law, All rent payments are posted to a property management software computer system. The rental payments are deposited in a separate rental account on behalf of the Project, The computerized tenant account syetem creates a delinquency report which is closely monitored by the Regional Manager and the on -site Manager, The system maintains an individual tenant ledger on behalf of each resident at the Project. VI. Ae ountltee All accounting is done In the Managing Agent's central office. All bills ars coded, recorded, and maintained in the Managing Agent's computer. Amonthly profit and toss statement will be completed, The records will be available for audit at any time. A yearly audit will be performed as of December 3i each year. Active tenant files are kept in unit number sequence. All former tenant files are kept separately to alphabetical order for a period of three (3) years. Rejected applicant files are kept in a similar manner. A copy of all of the qualified tenant's files vAll be provided to the General Partner. VIi. Maintenance Pr ram If a maintenanoe staff Is required, they will be hired at Project expense to provide necessary maintenance on all units and associated equipment as well ae the apartment's common areas. Every effort will be made to retain the services of a highly skilled individual versed in all phases of general apartment maintenance within the limitations imposed by the complex budget. The Managing Agent's Regional Manager will maintain a close liaison with the Project and through the use of corporate resources will assist In resolving unique or persistent maintenance problems. Prior to occupancy of an apartment, maintenance will inspect the unit to .ensure that all associated equipment Is in good working order. The on -site Manager and resident will complete a unit inspection form prior to the resident taking occupanoy so as to document any deficiencies In the unit. The tenants will be instructed to notify the on -site Manager of any maintenance request and it will be the responsibility of the on -site Manager to sehadute the necessary repairs utilizing either the services of the Projeoes maintenance staff or the services of an outside contractor If the maintenance problem is beyond the skill level of the Project's maintenance staff, Prior to vacating a unit, the on -site Manager and vec:ating resident will re -inspect the unit, utilizing the same inspection sheet which was completed at the time of move -in and document any discrepancies In the unit's condition beyond normal wear and tear, The tenant will be assessed for any damage whioh, it is felt, is In feat beyond normal wear and tear, Unit interiors will be repainted en an as -needed basis, generally between occupancies. Every effort will be made to "touch up" rather than totally repaint an apartment unit so as to minimize Project expense, Units will normally require a complete interior repainting every two (2) years. The exterior of the Project will normally be repainted approximately every fifth year. 4 Major repairs will first be Investlgeted by the Project's maintenanes personnel. If the scope of the repair Is beyond the skill level of the maintenance personnel, the repair will be referred to the Managing Agent's Regional Manager. Usually, the Regional Manager will be able to describe a method by which the repair oan be accomplished, in the event the repair is beyond the soope of the Project personnel and the Managing Agent's Regional Manager, the Corporate Maintenance Division will be consulted. If necessary,• an outside contractor will be utilized as required. Grounds maintenance will be carried out by the Projects maintenance staff with respect to general Utter calleetion and orderliness, The mowing of lawns will be contracted to a profeesional Lawn service. The maintenance staff will make a daily inspection of the entire Project grounds, Inoluding common areas, and police the area for trash and fitter, As part of a new residents' orientation, the residents will be specifically instructed to report all maintenance repair needs to the on -site Manager, as the on -site Manager is the individual totally responsible for the operation of the complex. The on -site Manager will, in turn, schedule the necessary maintenance with the Project maintenance staff, Managing Agent is to provide emergency services on a seven (7) day, twenty-four (24) hour basis, AU units will have the evai ablllty of a fire extinguisher, and the residents will be specifically Instructed in ite proper use. VtIL energy Conservation Tenants will have direct control over electric and gas consumption with respect to the Individual apartment unit, The Managing Agent will Instruot all tenants in the use of all equipment. Special attention will be directed toward the efficient use of the central air-conditioning unit and ways in which this atr- condiEioning equipment can be supplemented by natural ventilation. Residents will be encouraged to maintain a temperature in the apartment unit in accordance with current federal guidelines. Residents will also be encouraged not to be wasteful in the use of efeotric lights and to make every effort to turn off lights that are not In use. Recognizing that dirty filters are a chief cause of maintenance problems and lead to insufficient operation, tenant's will be encouraged to clean and/or replace all air-conditioning fitters on a monthly basis. individual apartment units will be checked for water leakage that may not have been reported to the on -site Manager by the Individual resident. The on -site Manager will conduct a program of oontinuing education with respect to energy conservation. This will be accomplished utilizing a monthly newsletter to tenants and, as possible, scheduling perlodlo seminars with the residents at which time representatives from the various utility companies will be afforded en opportunity to speak on energy conservation. IX. Tenant -Management Relations During renting of the complex, an orientation will be held with ail new residents prior to occupancy. During the orientation, the on -site Manager will review ell lease provisions, apartment rules, maintenance procedures, energy conservation measures, and generally describe the apartment community and surrounding neighborhood. All residents will be given a copy of the apartment rules -- which form part of the lease, When a resident grievance comes to the attention of the on -site Manager, if possible, it wil be solved by the on -site Manager, and a report including the grievance and solution will be sent to the Managing Agent. If warranted, the Managing Agent will forward the report to the Owner. in all cases, a file will be maintained. Grievances that cannot be Satisfactorily handled by the on -site Manager will be sent Immediately to the Managing Agent. The Managing Agent will either solve the problem or report it to the Owner for aotion or guldanoe. Ali grievance responses will be In writing. If the grievances are numerous, the Managing Agent will go to the community and personally respond. It is the responsibility of the Managing Agent to visit the community on a regular basis and, if requested, meet with the residents. The servicing of a resident's request, with the exception of maintenance, will be handled In the same manner as the grievance. A one (1) year lease with a written thirty (30) day oancsllation notice is required of all residents. The lease, in its entirety, will be reviewed In detail by the on -site Manager with the resident. Particular emphasis will be placed on rent collection. A copy of the lease signed by the on -site Manager and resident will be given to the resident. The Managing Agent and aresite Manager will work with the residents and with local and national organizations to enhance the properties living environment and resident organizations to the extent possible. The on -site Manager will, if asked, be a member of appropriate resident organizations. Through personal contaot, the on-slte Manager will enlist the aid of the residents to help solve community problems. The Managing Agent will send periodic surveys to randomly selected residents to gather comments on the day-to-day operation of the oomplex. X. Termination of Lea All teases utilized at the apartment Project will be prepared under the guidance of the Managing Agent, assisted by an Attorney. The Managing Agent will provide the on -site Manager with dear -cut instructions on the procedures to be followed in the event a lease Is to be terminated and what steps are to be taken If art eviction becomes necessary. All terminations or refusals to renew tenancy will be grounded upon material noncompliance with the lease, non eligibility for tenancy, or action or conduct by the tenant wtmich disrupts the livability of the Project and/or adversely affects the health or safety of any person or the right of any tenant to the quiet enjoyment of the leased premises and related Project or has an adverse financlsl effect on the Project If it becomes necessary to terminate a lease, the afreoted resident will be provided a notice of intent to terminate the tenancy in accordance with state and federal laws. Thie notice will refer to the relevant provisions in the lease and stete.the reasons for the termination with enough specificity to enable the tenant to prepere a response. Upon termination should an eviction be required, the on -site Manager will retain the services of an Attorney who is familiar with eviction procedures. XI. ResidelLt Snipes The Owner desires to institute a series of services designed to improve the quality of life for . residents of this complex and as a result a comprehensive plan will be developed by management's Resident Relations staff to identify and provide needed resident services at this complex provided that such plan shall incorporate all aspeots of the Tenant Services Plan attached to the Management Agreement. The actual implementation of the Social Service Program is to be accomplished primarily by the on site staff, with oversight by personnel from the Management Agents Vice President Resident Relations. Xit, Marketing Plan 6 Within 60 days of the Initial takeover In management, an extensive marketing plan will be developed and submitted to the Owner. This will allow ample time for the Managing Agent to understand and evaluate marketing efforts in place prior to the transition in management as well as determine types of on -site programs/activities that will meet the needs/wants of the residents. This plan will be structure as follows: 1. General Information about- Elderly. Population, Demographics, Major Employers, Target Market, eto. 2. information on Current Market Conditions 3 Evaluation/recommended Changes of Subject Properties' Amenities, Models, Services, Curb Appeal, Market Ready Units 4, Competitor Comparison 6, Leasing, Marketing, and Retention Goats 6. Current Marketing and Retention Effectiveness 7. Promotional Information including Lease Concessions, Referrals, Move -In Specials 8. Advertisements such as Newspaper Advertisements, Off -Site Marketing to Local Businesses and weekly visits to the local Section B Oftioe, Other Media Advertisement Options, Brochures, Specialty Advertisements, Flyer Designs, Flags, and Signage g. Leasing Training and Closing Techniques - Staff Sales Incentives and Team Building/Motivation 10 A specially designed, detailed Resident Retention Program to be followed from day one of the Application process to the day of move -out. This program will Include a Resident Relations Plan with recommended monthly activities and a list of community contacts for assistance. 11. Conofusion - Next Steps: Implementing and Monitoring the "Marketing Plan The above plan will include aggressive efforts to obtain referrals from the local Section 8 Office whioh wi!( include weekly visits to that office and building good relations with them. If rent discounts -are permitted, subject to Owner's approval, Managing Agent will have the authority to implement (ease concessions as seen fit to increase and/or maintain occupancy with the Owner's approval, Once the plan Is completed 1t will be submitted to the Owner for approval, Amendment to the plan will be made periodically to add new ideas and concepts or to delete any proven non -effective marketing efforts. XIII, Jurisdiction Statement a. The terms of this agreement shall be governed by the laws of the Florida. b. The Owner recognizes that the Managing Agent will perform a large amount of its obligations in the State Florida and does hereby agree to submit itself to the jurisdiction of the courts of the State Florida. c. The parties agree that venue of arty legal prooeeding aha[I lie in Miami -Dade County, Florida. d. Tire prevailing party In any litigation shall be entitled to recovery of attorney's fees and cost from the non -prevailing party, 7 IN WITNESS THEREOF, the Principal Parties (by their duly authorized officers) have executed this Management Plan on the date first above written. W ttrti Owner: Teatro Marti Apartments, LLC By: tt—' 1 r„_- Date: I °l f f/ k Managing General Partner • 8 HOME INVESTMENT PARTNERSHIPS PROGRAM LOAN AGREEMENT This Agreement is dated as of the / 7 j1-1t day of October, 2011, by and between the City of Miami, a municipal corporation of the State of Florida (hereinafter the "City") and Teatro Marti Apartments, LLC, a Florida limited liability company (hereinafter referred to as the "Project Sponsor"). FUNDING SOURCE: AMOUNT: RESOLUTION: HOME Investment Partnerships Program $3,000,000.00 Housing and Commercial Loan Committee approvals of April 117, 2009. October 16, 2009 and May 20.2011 PROJECT NAME: Teatro Marti Apartments PROJECT TYPE: Rental/ Construction TERM OF THE AGREEMENT: See Section 1.11 AFFORDABILITY PERIOD: Fifty (50) Years HOME ASSISTED UNITS: All twenty-seven (27) Project units IRIS NUMBER: SCI NUMBER: PROPERTY ADDRESS: 400-430 SW 8 Avenue, Miami. FL EXHIBITS ATTACHED: Exhibit A Legal Description Exhibit B Scope of Work /Project Schedule Exhibit C Budget Exhibit D Disbursement Agreement Exhibit E Affn7native Marketing Procedures and Responsibilities Exhibit F Declaration of Restrictive Covenants Exhibit G Rent Regulatory Agreement Exhibit H Signage Requirements Exhibit I Additional Insurance Requirements RECITALS WHEREAS, the Project Sponsor is developing a project known as the Teatro Marti Apartments (the "Project") that will increase the supply of rental housing units for elderly, Low- • Income and Very Low -Income households; and WHEREAS, on April 17, 2009, October 16, 2009 and May 20, 2011, the City's Housing and Commercial Loan Committee approved an allocation of HOME Investment Partnerships Program funds in the amount of $3,000,000 for Project construction hard costs (the "HOME Funds"); and WHEREAS, the City and the Project Sponsor intend and agree that the HOME Funds be subject to the teens and conditions of this Agreement. NOW THEREFORE, in consideration of the mutual covenants and obligations herein contained, and subject to the terms and conditions hereinafter stated, the parties hereto understand and agree as follows: ARTICLE I DEFINITIONS The City and the Project Sponsor hereby agree that the capitalized terms used herein shall have the meanings set forth below unless the context requires otherwise: NAR: Document No.: 290480 2 1.1 Affordability Period: 1.2 Affordable: 1.3 Contract Records: 1.4 Covenant: 1.5 Effective Date: 1.6 HOME Assisted Unit(s): 1.7 HOME Documents, or Loan Documents: NAR: Document No.: 290480 The period of time commencing on the date of "Project completion" as defined in 24 CFR Part 92, and ending fifty (50) years thereafter. A project or unit that satisfies the requirements set forth in 24 CFR Part 92. 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 subcontractor of the Project Sponsor 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. A Declaration of Restrictive Covenants to be recorded in the Public Records of Miami -Dade County, Florida to ensure that the HOME Assisted Units will qualify and remain Affordable during the Affordability Period. The date on which the City Clerk's attestation of the City Manager's signature is affixed to this Agreement. Twenty -One (21) Project units shall be set -aside for occupancy by Low -Income households, as defined herein and Six (6) Project units shall be set aside for occupancy by Very Low -Income households, as defined herein. Restrictions apply to all of the Project units as provided in this Agreement, the Covenant, the other HOME Documents and the Legal Requirements. This Agreement and all other documents that may now or hereafter evidence or secure the HOME Funds, together with other documents executed in connection therewith or presented by the Project Sponsor to the City in connection therewith or 3 1.8 HOME Funds, or, the Loan 1.9 HOME Program: 1.10 HOME Requirements: 1.11 I -IUD: 1.12 Legal Requirements: 1.13 Low-income Household: 1.14 Project: NAR: Document No.: 290480 herewith, and all amendments, extensions and renewals to any of the foregoing. The loan from the City to the Project Sponsor in the amount of $3,000,000.00 for Project construction hard costs. The program created by the National Affordable Housing Act of 1990 to strengthen public/private partnerships to provide more Affordable housing to qualified persons. The requirements contained in this Agreement, 24 CFR Part 92 and any other requirements imposed by the City. The U.S. Department of Housing and Urban Development. The HOME Requirements and all federal laws and regulations pertaining thereto which are described or referenced in 24 CFR Part 92, the Rules of the Florida Housing Finance Corporation, if applicable, any requirements imposed by the City and all local, state and federal requirements relating thereto and/or pertaining to the development and/or construction of the Project under the HOME Program. A person or family whose annual income does not exceed eighty (80) percent of the median income for the area, as determined by HUD, with adjustments for smaller and larger families and with certain exceptions as provided in 24 CFR Part 92. A twenty-seven (27) residential rental unit project known as the Teatro Marti Apartments, consisting of nineteen (19) one bedroom, one bath units, and eight (8) two bedroom, two bath units, to be constructed on the Property 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 housing opportunities in accordance with HUD (as hereinafter defined) income guidelines. 4 1.15 Property: 1.16 Term: 1.17 Very Low -Income Household: The real property located at 400-430 SW 8 Avenue, Miami, Florida, on which the Project is being constructed, as legally described in Exhibit Al," attached hereto and incorporated herein. The Term of this Agreement is the period of time commencing on the Effective Date hereof and ending on the Maturity Date, unless this Agreement is sooner terminated as provided for herein. A person or family whose annual income does not exceed fifty percent (50%) of the median income for the area, as determined by HUD with adjustments for smaller and larger families and with certain exceptions as provided in 24 CFR Part 92. ARTICLE H HOME FUNDS Upon satisfaction of all conditions set forth herein, the City shall disburse the HOME Funds to the Project Sponsor for the purposes herein set forth. 2.1 Use of Funds. Teatro Marti Apartments is a new construction, rental project, for elderly Low -Income families and individuals whose incomes do not exceed eighty percent (80%) of the median income for the area and Very Low -Income families and individuals whose incomes do not exceed fifty percent (50%) of the median income for the area. The Project consists of nineteen (19) one bedroom, one bath units, and eight (8) two bedroom, two bath units. The Teatro Marti Apartments project shall include an outdoor park -like pavilion/green space and an indoor building community room dedicated to the memory and memorabilia of the Teatro Marti theater venue that previously occupied the Project site. All Project units shall be HOME Assisted Units. The HOME Funds shall be used for Project construction hard and soft costs in accordance with the Scope of Work attached hereto as Exhibit'B" and the Budget attached hereto as Exhibit "C". NAR: Document No.: 290480 5 2.2 Disbursement. The HOME Funds shall be disbursed in accordance with the Budget attached hereto and incorporated herein as Exhibit "C" and in the manner set forth in that certain Disbursement Agreement of even date herewith, a copy of which is attached hereto and incorporated herein as Exhibit "D". Those eligible Project costs incurred during the period commencing on date of environmental clearance and ending upon the issuance of the final cost certification for the Project prepared by an independent certified public accountant, but in no event later than thirty (30) months from the Effective Date hereof, may be eligible for reimbursement from the City in accordance with the Disbursement Agreement. The Project Sponsor may not request disbursement of funds pursuant to this Agreement and the Disbursement Agreement until such funds are needed for the reimbursement of eligible costs. Notwithstanding any provision herein or in any of the Loan Documents to the contrary, the HOME Funds shall not be available for disbursement hereunder until a HUD Release of Grant Conditions or confirmation of exempt status has been obtained for the Project. This Agreement and the City's obligations hereunder and under any and all of the Loan Documents, including, but not limited to the City's obligation to disburse HOME Funds hereunder, shall automatically terminate in the event that within six (6) months of the Effective Date hereof such HUD Release of Grant Conditions or confirmation of exempt status has not been obtained for the Proj ect. 2.3 Repayment of the HOME Funds. Year 1-50: the loan shall not bear interest and principal payments are not due. If the Borrower meets all of its obligations under the Loan Documents and is in full compliance throughout the Affordability Period, then at the maturity of the loan the City shall forgive all NAR: Document No.: 290480 6 remaining indebtedness and other sums due on the Loan and release all documents given as collateral security for no additional consideration. ARTICLE III DISBURSEMENT REQUIREMENTS 3.1 CONDITIONS OF DISBURSEMENT OF THE HOME FUNDS. The City shall not be obligated to disburse the HOME Funds unless and until the City has received the following: 3.1.1 Title Insurance. A title insurance commitment issued by a title insurance company acceptable to the City identifying the City's insurable interest in the Property, together with copies of all instruments which appear as exceptions therein. The title commitment and policy shall be issued without exceptions, except for those exceptions permitted by the City, and shall include such affirmative coverage as the City shall require. 3.1.2 Survey. An original current survey of the Property made by a registered surveyor satisfactory to the City and the title company and containing such certifications as the City and the title company may require. 3.1.3 Zoning. Evidence that the Property and the proposed improvements comply with all applicable zoning ordinances. 3.1.4 Corporate Documents. (a) The certificate of incorporation or partnership agreement, or their equivalent, as appropriate, and a good standing certificate for the Project Sponsor and any other owner of the Property (the "Property Owner"), if applicable, certified by the appropriate governmental authority. (b) (c) NAR: Document No.: 290480 Bylaws, resolutions, and incumbency certificates, or, in the case of a partnership, their equivalent, for the Project Sponsor and the Property Owner, if applicable, certified by the Corporate Secretary or other authorized signer, authorizing the consummation of the transactions contemplated hereby, all satisfactory to the City. Evidence satisfactory to the City that Project Sponsor is qualified to receive funds under the HOME Program in accordance with the HOME Requirements. 7 3.1.5 Insurance Policies. (a) Corrunercial General Liability with limits of at least $1,000,000 per occurrence and $2,000,000.00 aggregate, protecting the City and the Owner, if applicable, against bodily injury and property damage liability including coverage for completed operations, personal and advertisement injury, explosion, collapse and underground hazard and, independent contractors coverage. (b) 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. (c) Workers' compensation insurance as required by the laws of the State of Florida. All such insurance shall require that the City be named as an additional insured. The Project Sponsor shall be required to obtain and furnish evidence of any other insurance coverage the City may require during the Term of this Agreement, including, but not limited to that described on Exhibit "I". All such policies shall provide the City with mandatory written notice of cancellation or material change from the insurer not less than thirty (30) days prior to any such cancellation or material change, and all such policies shall be written by insurance companies satisfactory to the City. Failure of the Project Sponsor to submit all required evidence of the specified insurance coverage, fourteen (14) calendar days prior the Project Sponsor's request for the disbursement of funds hereunder shall delay the disbursement of the HOME Funds. 3.1.6 Operative Documents. This Agreement, the Note, the Mortgage, the Covenant, the other Loan Documents, and all other HOME Documents, duly and lawfully executed by the Project Sponsor and in recordable form, where appropriate. 3.1.7 Appraisal. A current appraisal of the Property made by a member of the American Institute of Real Estate Appraisers. 3.1.8 List of Subcontractors. A list of all of the Project Sponsor's subcontractors as of the date of execution of this Agreement, and copies of all contracts in excess of $10,000 for the performance of services or the supply of materials in connection with the Project, to be funded pursuant to this Agreement. 3.1.9 Compliance with HOME Requirements. All other documents required by the HOME Program evidencing compliance with.HOME Requirements. 3.1.10 Finn Commitments for Project Financing. Evidence of firm commitments for full Project financing from other sources. NAR: Document No.: 290480 8 3.1,11 Evaluation of Project Costs. The evaluation of the Project's costs as prepared by an independent engineer, engaged by the Project Sponsor to provide such evaluation. 3.1.12 First Source Hiring Agreement. If applicable, an executed First Source Hiring Agreement between the Project Sponsor and the City. 3,1.13 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. 3.1.14 Enviromnental Report. The Project Sponsor shall submit all information requested by the City with respect to the Project including, but not limited to, Phase I and Phase II Environmental Assessment Reports, as applicable. 3,1.15 Audit Report. The Project Sponsor shall submit to the City audit reports as are required herein. 3.1.16 Personnel Policies and Administrative Procedure Manuals. The Project Sponsor shall submit detailed documents describing the Project Sponsor's internal corporate organizational structure, property management and procurement policies and procedures, personnel management, accounting policies and procedures, etc. Such information shall be submitted to the City within thirty (30) days of the execution of this Agreement and prior to the disbursement of any funds hereunder. 3.1.17 Certificate Regarding Lobbying. Such Certificate Regarding Lobbying as may be requested by the City. 3.1.18 Certificate Regarding Debarment, Suspension. and Other Responsibility Matters. Such Certificate Regarding Debarment, Suspension and Other Responsibility Matters as may be requested by the City. 3,1.19 Public Entity Crime Affidavit. Such Public Entity Crime Affidavit as may be required by the City. 3.1.20 Enviromnental Clearance. Project construction must not cormrnence, or if the Project was already under construction at the time of application for federal funds, construction must cease immediately, until a HUD Release of Grant Conditions or a confirmation of exempt status has been issued for the Project. 3.1.21 All other documents required by the City. NAR: Document No.: 290480 9 ARTICLE IV HOME PROGRAM REQUIREMENTS The Project Sponsor shall comply with the following HOME Requirements: 4.1 GENERAL. 4.1.1 The Project Sponsor shall maintain current documentation that its activities qualify under the HOME Requirements, 4.1.2 The Project Sponsor shall ensure and maintain documentation that conclusively demonstrates that each activity assisted in whole or in part with HOME Funds is an activity which benefits Low Income persons. 4.1.3 The Project Sponsor shall comply with all applicable provisions of 24 CFR Part 92, including, but not limited to: (i) all applicable Affordability and Project requirements, (ii) all applicable project requirements provided in Subpart F, and (iii) all requirements relating to Program Income, and shall carry out each Project activity in compliance with all other applicable federal laws and regulations. 4.1.4 The Project Sponsor shall agree in writing to comply with any and all requirements as may be set forth in the Site Environmental Clearance Statement executed in connection herewith. 4.1.5 Attendance at such citizen participation committees/meetings as may. be requested by the City. 4.1.6 The Project Sponsor shall, to the greatest extent possible, give Low Income residents of the service community opportunities for training and employment. 4.1.7 The Project Sponsor shall comply with all applicable displacement and relocation requirements. 4.1.8 The Project Sponsor shall ensure that upon Project completion and until the Maturity Date, the housing meets the property standards contained in 24 CFR §92.251 and the lead based paint requirements of 24 CFR Part 35, subparts A, B, J, K, M and R. 4.2 REAL PROPERTY. 4.2.1 Any real property that was acquired or improved in whole or in part with HOME Funds received from the City shall be either: NAR: Document No,: 290480 10 (a) Used to complete one of the HOME eligible activities as required by and defined in 24 CFR Part 92 for such period of time as determined by the City based on the eligible activity. (b) Disposed of in a manner that results in .the City being reimbursed for the amount of the current fair market value of the Property as may be determined by the City in its sole and absolute discretion, less any proportionate portion of the value attributable to expenditures of non -HOME fiends for the acquisition, or improvement, of the Property. 4.2.2 All real property purchased in whole or in part with funds for this and previous Agreements with the City, or transferred to the Project Sponsor after being purchased in whole or in part with funds from the City, 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 HOME activity that will be completed. If the property was unproved, the records shall describe the programmatic purpose for which the improvements were made and identify the HOME 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) Tangible. 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 or more per item, with a nonnal 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: NAR: Document No.: 290480 11 (a) All non -expendable personal property purchased in whole or in part with funds from this and previous contracts with the City shall be listed in the property records of the Project Sponsor and shall include: a description of the property; location; model number; manufacturer's serial number; date of acquisition; funding source; unit cost; property inventory number; information on its condition; and information on the transfer, replacement, or disposition of the property. (b) All non -expendable personal property purchased in whole or in part with fields from this and previous contracts with the City shall be inventoried annually by the Project Sponsor and an inventory report submitted to the City when and as requested by the City. The inventory report shall include the elements listed in Paragraph 4.3.2(a), above. (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 City. 4.4 DISPOSITION. The Project Sponsor shall obtain the prior written approval of the City 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 pursuant to the terms of this Agreement, and shall dispose of all such property in accordance with instructions from the City. Those instructions may require the return of all such property to the City. 4.5 SUBCONTRACTS -AND ASSIGNMENTS. 4.5.1 The Project Sponsor shall ensure that all subcontracts and assignments funded with HOME Funds hereunder: (a) Identify the full, correct, and legal name of all parties; (b) Describe the activities to be performed; (c) Present a complete and accurate breakdown of its price component; (d) Incorporate a provision requiring compliance with all applicable regulatory and other requirements of this Agreement, including but not limited to the City's Minority Procurement Ordinance, and with any other NAR: Document No.: 290480 12 � l 1 conditions and/or approvals that the City may deem necessary. The requirements of this paragraph apply to subcontracts and assignments in which parties are engaged to carry out any eligible substantive programmatic service, as may be defined by the City, set forth in this Agreement. The City shall in its sole and absolute discretion determine when services are eligible substantive programmatic services and subject to the audit and record -keeping requirements described in this Agreement; and (e) Incorporate the language of the Certificate Regarding Lobbying executed in connection herewith. 4.5.2 The Project Sponsor shall incorporate in all consultant and other subcontracts funded with HOME 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 City for its review and confirmation any subcontract engaging any party to carry out any activities to be funded with the HOME Funds hereunder, to ensure its compliance with the requirements of this Agreement. The City's review and confirmation shall be obtained prior to the release of any funds for such subcontractor(s). 4.5.5 The Project Sponsor shall receive written approval from the City prior to either assigning or transferring any obligations or responsibility set forth in this Agreement. 4.5.6 Approval by the City of any subcontract or assignment shall not under any circumstances be deemed to be the City's agreement to incur any obligations in excess of the total dollar amount agreed upon in this Agreement. 4.5,7 The Project Sponsor and its subcontractors shall comply with the Davis -Bacon Act, 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 CFR Part 35) and any other applicable laws, ordinances and regulations. NAR: Document No.: 290480 13 4.5.8 The Project Sponsor shall submit to the City 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, as required, the following: 4.6.1.1 Progress Reports. The Project Sponsor shall submit status reports and projected completion dates to describe the progress made in achieving each of the objectives identified in Exhibit "B", The Project Sponsor shall also submit an Earned Income Report in such form as may be required by the City. Both the Progress Report and the Earned Income Report shall be provided to the City on a quarterly basis until the Completion Date. 4.6.1.2 Inventory Report. The Project Sponsor shall report all -real property and all non -expendable personal property as specified in Paragraphs 4.2 and 4.3 hereof. Such report shall be submitted as requested by the City. 4.6.1.3 Affirmative Action Plan. The Project Sponsor shall report to the City such information relative to the equality of Project employment opportunities whenever requested by the City, Assurance of Compliance with Section 504 of the Rehabilitation Act. The Project Sponsor shall report its compliance with section 504 of the Rehabilitation Act, whenever requested by the City. 4.6.1.5 Affirmative Marketing Plan and Report. The Project Sponsor shall report to the City annually on all actions taken to comply with the affirmative marketing requirements provided in Exhibit "E". 4.6.1.6 List of Subcontractors. The Project Sponsor shall provide a list of all of the Project subcontractors, and copies of all contracts in excess of $10,000 for the performance of services or the supply of materials in connection with the Project. 4.6.2 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. NAR: Document No.: 290480 14 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. 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. 4.6.3 Audits and Records. 4.6.3.1 NAR Document No.: 290480 (a) The Project Sponsor shall submit to the City an audit conducted by an independent certified public accountant or fine of independent certified public accountants in accordance with general accepted auditing standards, including audited financial statements and a report on compliance with laws and regulations based on the audit of financial statements. Two copies of each such audit must be delivered to the City no later than six (6) months following the end of each Project Sponsor fiscal year. Each such audited financial statement is to be for the 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 15 i r , The financial statements shall be accompanied by a certification of the Project Sponsor as to the accuracy of such financial statements. (b) Intentionally Deleted. A late fee of $500 will be assessed by the City for failure to submit any of the required audited financial statements or the certification each year as required. At the request of the City, the Project Sponsor shall also furnish to the City unaudited financial statements of the Project Sponsor or the Owner, certified by the Project Sponsor's or the Owner's (as applicable) principal financial or accounting officer, covering such financial matters as the City may request, including without limitation, monthly statements with respect to the Project. 4.6.3.2 The Project Sponsor shall maintain all Contract Records in accordance with generally accepted accounting principles, procedures, and practices, which records shall sufficiently and properly reflect all revenues and expenditures of funds provided directly or indirectly by the City pursuant to the terms of this Agreement. 4.6.3.3 The Project Sponsor shall ensure that the Contract Records shall be at all times subject to and available for full access and review, inspection or audit by the City and federal personnel and any other personnel duly authorized by the City. 4.6.3.4 The Project Sponsor shall include in all subcontracts funded with HOME Funds hereunder, each of the record keeping and audit requirements detailed in this Agreement. 4.7 ADDITIONAL HOME FUNDING. The Project Sponsor acknowledges that under the HOME Program, additional HOME funds inay be committed to the Project up to one year after "Project Completion", but the amount of HOME funds in the Project may not exceed the per -unit subsidy amount established in 24.CFR Part 92. NAR: Document No.: 290480 16 ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE PROJECT SPONSOR The Project Sponsor represents and warrants to the City 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 HOME Funds, and to own, operate and develop the Project. The Project shall comply with all applicable HOME Requirements. The Project Sponsor has full power and authority to perform the provisions hereof and of its agreements and undertakings with the City and to perform the transactions contemplated hereby, and such execution and performance have been duly authorized by all necessary corporate or other approvals and actions. 5.2 Correctness of Documents. The cost estimates, Budget, schedules, and all other documents furnished to the City in accordance with the HOME Program, this Agreement, and/or the other HOME 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 HOME Program, complete or operate the Project or to perform its obligations hereunder or which would constitute an Event of Default hereunder or under the other HOME Documents regardless of the NAR: Document No.: 290480 17 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 HOME Documents, the consummation of the other transactions contemplated hereby, and the ownership and development of the Project as contemplated hereby and by the other HOME 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 HOME 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 teens. 5.6 Marketable Title. The Project Sponsor has good and marketable title to the Property, subject only to the exceptions and other matters set forth in the First American Title Insurance Company Commitment for Tithe Insurance File No. 1062-2209649, issued by Washington &.Associates, P.A., effective as of September 8, 2011 at 8:00 A.M. 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 NAR: Document No.: 290480 18 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 Encroaclunents. When completed in accordance with the Scope of Work, the Project will not encroach upon any building line, setback line, sideyard 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. 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 in accordance therewith, shall be ready for the intended use and occupancy thereof. 5.10 Leases. There are no leases, tenancies, licenses or agreements for use of any part of the Property other than as specifically disclosed to and approved by the City. 5.11 Pending Assessments. The Project Sponsor has no knowledge of any pending or proposed governinental action that would impair the operation or value of the Project or result in a special assessment against the Project. 5.12 Waste. The Project Sponsor shall not commit or suffer 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 under the HOME Program, the negotiation of this Agreement and the other HOME Documents, nor in the transactions contemplated hereby. 5.14 No Casualty. No part of the Property and/or the Project has been damaged or has been subjected to condemnation or other proceedings, and no such proceedings have been threatened. NAR: Document No.: 290480 19 5.15 No Changes. There have been no material adverse changes in projected costs and expenses of or from the Project or in the occupancy of the Property or any other features of the transactions contemplated hereby as submitted to the City. 5.16 Compliance with Laws and Regulations. The Project Sponsor will comply at'all tunes with all Legal Requirements. The Project Sponsor will comply at all times with the HOME Requirements affecting the ownership, use, construction, lease and operation of the Project. 5.17. Other Project Financing. The Project Sponsor has not applied for or received, and does not otherwise have available, in connection with the Project any other financing/funding, except for those funds, loans and/or loan commitments previously identified in writing to, and approved by, the City or as set forth in the First American Title Insurance Company Commitment for Title Insurance File No. 1062-2209649, issued by Washington & Associates, P.A., effective as of September 8, 2011 at 8:00 A.M. 5.18 Reaffirmation. Each of the representations and warranties set forth in this Article shall be true at all tunes and the acceptance of each draw of HOME 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 OBLIGATIONS 6.1 Scope of Work. The Project Sponsor shall perform the Scope of Work as set forth herein and on Exhibit "B" attached. The Project Sponsor shall: (a) meet all of its obligations hereunder and under all of the Loan Documents executed in connection herewith, (b) commence construction within six (6) months from the Effective Date of this Agreement, (c) obtain all required certificates of NAIL: Document No.: 290480 20 occupancy for the Project within twenty-four (24) months from the Effective Date, (d) rent all twenty-seven (27) Project units within twelve (12) months after the issuance of the Project certificate of occupancy, but in no event later than thirty-six (36) months from the Effective Date, (e) throughout the Affordability Period, rent twenty-one (21) Project units to Low -Income households and six (6) Project units to Very Low -Income households, in accordance with the requirements of this Agreement, the Rent Regulatory Agreement, a copy of which is attached as Exhibit "G and the other Loan Documents and provide to the City a certified rent roll evidencing the same; and (f) throughout the Affordability Period, comply with all applicable HOME Requirements and all applicable requirements hereof and in the other Loan Documents. 6.2 Reporting Obligations. The Project Sponsor shall submit to the City all reports as described in Section 4.6 hereof, and all other reports that the City may reasonably require, in such form, manner, and frequency as the City 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 Maturity Date (hereinafter referred to as "Retention Period") subject to the limitations set forth below: (a) If the City 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 terns of -this Agreement, the Retention Period shall be extended until such time as the threatened or pending litigation, claim or audit is, in the sole and absolute discretion of the City, fully, completely and finally resolved. NAR: Document No.: 290480 21 (b) The Project Sponsor shall allow the City or any person authorized by the City full access to and the right to examine any of the Contract Records during the required Retention Period. (c) The Project Sponsor shall notify the City in writing, both during the pendency of this Agreement and after its .expiration termination, as part of the final closeout procedure, of the address where all Contract Records will be retained. 6.4 Provision of Records. All of the Contract Records are subject to the provisions of Chapter 119, Florida Statutes, commonly referred to as the "Public Records Law". The Project Sponsor shall provide to the City, upon request, all Contract Records. The requested Contract Records shall become the property of the City without restriction, reservation, or limitation on their use and shall be made available by the Project Sponsor at any time upon request by the City. The City 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. If the Project Sponsor receives funds from, or is under regulatory control of, other governmental agencies and those agencies issue monitoring reports, regulatory examinations, or other similar reports, the Project Sponsor shall provide a copy of each such report and any follow-up communications and reports to the City immediately upon such issuance unless such disclosure is a violation of those agencies' rules. 6.5 Prior Approval. The Project Sponsor shall obtain the City's prior written approval prior to undertaking any of the following with respect to the Project and/or the Property: NAR: Document No.: 290480 22 (a) The sale, assignment, pledge, transfer, hypothecation or other encumbrance or disposition of any proprietary or beneficial interest in the Project Sponsor, the Project or the Property, or any change in the operating control of the Project Sponsor, which shall require the prior approval of the City's Housing and Commercial Loan Committee or the City Commission, as appropriate. (b) The disposition of any real property or any expendable personal property or non -expendable personal property as defined in. Paragraph 4.3.1. (c) The use of Program Income (as defined in 24 CFR Part 92) other than as specifically provided in the Project Budget and/or approved by the City. (d) Any proposed Solicitation Notice, Invitation for Bids or Request for Proposals. (e) The disposal of any Contract Records. 6.6 Monitoring. The Project Sponsor shall perrnit the City and other persons duly authorized by the City to inspect all Contract Records, facilities, goods, and activities of the Project Sponsor that are in any way connected to the activities undertaken pursuant to the terms of this Agreement, and/or to interview any clients, employees, subcontractors, or assignees of the Project Sponsor. Following such inspection or interviews, the City will deliver to the Project Sponsor a report of its findings. The Project Sponsor will rectify all deficiencies cited by the City within the period of time specified in the report, or provide the City with a reasonable justification for not correcting the deficiencies. The City will determine, in its sole and absolute discretion; whether or not the Project Sponsor's justification is acceptable. NAR: Document No.: 290480 23 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 HOI\4E Program conflict of interest rules (24 CFR §92.356), and agrees that it will fully comply in all respects with the. terns thereof and any future amendments. B. The Project Sponsor covenants that no person or entity under its employ, presently exercising any functions or responsibilities in connection with this Agreement, has any personal financial interests, direct or indirect, with the City. The Project Sponsor further covenants that, in the performance of this Agreement, no person or entity having such conflicting interest shall be utilized in respect to the Scope of Work or services provided hereunder. Any such conflict of interest(s) on the part of the Project Sponsor, its employees or associated persons or entities shall be disclosed to the City. C. The Project Sponsor shall disclose any possible conflicts of interest or apparent improprieties of any party under or in connection with the Legal Requirements, including the standards for procurement. D. The Project Sponsor shall make any such disclosure to the City in writing and immediately upon the Project Sponsor's discovery of such possible conflict. The City's determination regarding the possible conflict of interest shall be binding on all parties. E. No employee, agent, consultant, elected official or appointed official of the City, exercising any functions or responsibilities in connection with the City's HOME Program or this Agreement, or who is in a position to participate in the decision -making process or gain inside NAR: Document No.: 290480 24 information regarding HOME -assisted activities, has any personal financial interest, direct or indirect, in this Agreement, the proceeds hereunder, the Project or the Project Sponsor, either for themselves or for those with whom they have family or business ties, during their tenure or for one year thereafter. 6.8 Related Parties. The Project Sponsor shall report to the City the name, purpose for and any other relevant information in connection with any related -party transaction. The term "related party transaction" includes, but is not limited to, a transaction or relationship between the Project Sponsor and a for -profit or nonprofit subsidiary or affiliate organization, an organization 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 City upon fonning the relationship, or if already formed, shall report such relationship prior to or simultaneously with the execution of this Agreement. Any supplemental information shall be promptly reported to the City no later than in the next required Progress Report, as described above. 6.9 Publicity and Advertisements. The Project Sponsor shall ensure that all Project 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 City as one of its funding sources. 6.10 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 City, other than those financings disclosed to the City in writing as of the date hereof. NAR: Document No.: 290480 25 6.11 Reversion of Assets, The Project Sponsor shall return to the City upon the expiration or termination of this Agreement any HOME Funds on hand, any funds or accounts - receivable attributable to the HOME Funds, and any overpayments due to unearned funds or costs disallowed pursuant to the terms of this Agreement that were disbursed to the Project Sponsor by the City. Any funds not earned by the Project Sponsor prior to the expiration or termination of this Agreement, as described and provided for in OMB Circular No. A-122, shall be retained by the City. 6.12 Repayment of Funds Procedures. If for any reason during the Affordability Period any HOME Assisted Unit fails to comply with the Affordability requirements of 24 CFR Part 92, the Project Sponsor shall repay to the City all funds received by the Project Sponsor pursuant to this Agreement, all unpaid interest accrued thereon, all Program Income derived therefrom or in connection therewith, and all unpaid fees, charges and other obligations of the Project Sponsor due under any of the Loan Documents. 6.13 Affirmative Marketing. The Project Sponsor shall comply with the affirmative marketing requirements and procedures provided on Exhibit "E 6.14 Transfer of Property Ownership to the City. (Intentionally deleted.) 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 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. NAR: Document No.: 290480 26 (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 naive and location of the persons) 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. (F) Noncompliance with HUD's regulations in 24 CFR Part 135 inay result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts. (G) NAR: Document No.: 290480 With respect to work performed in connection with Section 3 covered Indian housing assistance, Section 7(b) of the Indian Self- Detennination and Education Assistance Act (25 U.S.C. 450e) also applies to the work to be performed under this contract. Section 7(b) requires that to the greatest extent feasible (i) preference and opportunities for training and employment shall be given to Indians, and (ii) preference in the award of contracts and subcontracts shall be given to Indian organizations and Indian -owned Economic Enterprises. 27 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 SignaRe. Acknowledgement, Publicity. During the Tenn of this Agreement, the Project Sponsor shall furnish signage identifying the Project and shall acknowledge the contribution of the City by incorporating the seal of the City and the names of the City commissioners and officials in all documents, literature, pamphlets, advertisements, and signage, permanent or otherwise. All such acknowledgments shall be in a form acceptable to the City, as provided on Exhibit "H". The Project Sponsor shall ensure that all publicity and advertisements related to the Project, such as pamphlets and news releases, and all events carried out to publicize the Project, shall recognize the City as one of the Project's funding sources. 6.17 Costs Incurred By the City. Notwithstanding any other provision of this Agreement, the Project Sponsor understands and agrees that $15,000.00 of the HOME Funds was awarded to the Project for, and may be used by the City to cover, costs incurred by the City on behalf of the Project. Such costs may include, but are not limited to, environmental advertising costs and recording fees. Any unused portion of such $15,000 will be retained by the City. 6.18 Affirmative Action. The Project Sponsor shall not discrianinate 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 the occupancy of any Project unit. Discrimination against minor dependents is also not permitted. 6.19 Previously Funded City Projects. The Project Sponsor shall comply with: (1) all applicable reporting requirements relating to previously funded City projects which are under NAR: Document No.: 290480 28 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 City inspectors, agents or representatives the ability to monitor its compliance with safety precautions as required by federal, state or local laws, rules, regulations and ordinances. By performing these inspections the City, its agents, or representatives are not assuming any liability by virtue of such laws, rules, regulations and ordinances. The Project Sponsor shall have no recourse against the City, its agents, or representatives for the occurrence, non-occurrence or result of such inspection(s). Simultaneously with the submission of the first draw request to the City, the Project Sponsor shall contact the City's Risk Management Department Safety Unit in writing to coordinate such inspection(s). The Project Sponsor shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the City, including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability) and all applicable regulations, guidelines and standards. 6.21 Draw Requests. Each Request for Disbursement of hard costs must be signed by the Project Sponsor, the Architect for the Project and the Contractor, and comply with all requirements of the Disbursement Agreement, a copy of which is attached hereto as Exhibit 6.22 Procurement From Minority/Wornen Owned Businesses. The Project Sponsor shall make a positive effort to procure supplies, equipment, construction, or services for the Project from minority and women owned businesses, and to provide these sources the maximum NAR: Document No.: 290480 29 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 City. ARTICLE VII DEFAULT 7.1 The happening of any one or more of the following events shall constitute an Event of Default: (a) Failure, after the expiration of any applicable cure period, of any of the HOME Assisted Units to remain Affordable during the Tenn hereof. (b) If any term, condition or representation contained in this Agreement or any of the other Loan Documents is untrue, substantially inaccurate or incomplete, or, if there is a material misrepresentation of fact or fraud contained in any document(s) submitted in support of this Agreement. (c) The substantial discontinuance of the construction of the Project for a period of fourteen (14) days which discontinuance is, in the sole determination of the City, without satisfactory cause. (d) The sale, assignment, pledge, transfer, hypothecation or other encumbrance or disposition of any proprietary or beneficial interest in the Project Sponsor,, the Project or the Property, or any change in operating control of the Project Sponsor, without the prior approval of the City's Housing and Commercial Loan Committee or the City Commission, as appropriate. (e) In the event that the City determines, in its sole and absolute discretion, that the Project is not being erected in a good and workmanlike manner in accordance NAR: Document No.: 290480 30 with the Scope of Work, or that the Project Sponsor is failing to comply promptly with any requirement or notice of violation of law issued by or filed by the City or any department of any governmental authority having jurisdiction over the Project Sponsor or the Property. (f) Failure by the Project Sponsor to comply with any term, covenant or obligation of this Agreement or any of the Loan Documents, or the occurrence of an event of default under any of the other Loan Documents. (g) Any change in zoning requirements or zoning classification of the Property, which in the City's sole discretion would materially interfere with the completion of Project construction or the ultimate operation of the Project as contemplated herein. (h) In the event that the City determines, in its sole and absolute discretion, that there exists an event of default under and pursuant to the terms of any other agreement or obligation of any kind or nature whatsoever of the Project Sponsor to the City, direct or contingent, whether now or hereafter due, existing, created or arising. (i) In the event that the City determines, in its sole and absolute discretion, that there exists an event of default under and pursuant to the terms of any other agreement or obligation of any kind or nature whatsoever of any other sponsor of the Project, or of any individual or entity executing this Agreement, to the City, direct or contingent, whether now or hereafter due, existing, created or arising. NAR: Document No.: 290480 31 ARTICLE VIII REMEDIES 8.1 Upon the occurrence of any Event of Default, the City shall have the absolute right to refuse to disburse any undisbursed portion of the Loan. The City shall provide written notice of the occurrence of an Event of Default to the Project Sponsor, after which the Project Sponsor shall have thirty (30) days to cure said default (except for the events described in Article VII (a), (b), (h) and (i) above for which the aforementioned cure period shall not apply. 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 Article VII (a), (b), (h) and (i) above for which the aforementioned cure period shall not apply), and 'subject to the provisions of the last paragraph of this Section, the City shall have the absolute right, at its option and election and in its sole discretion to: (a) Specific Performance. Institute appropriate proceedings to specifically enforce performance of the terms and conditions of this Agreement; (b) Recapture of HOME Funds. Demand that the Project Sponsor reimburse the City for the HOME Funds disbursed to the Project Sponsor pursuant to this Agreement. The Project Sponsor shall reimburse City in the amount of the HOME Funds disbursed to the Project Sponsor pursuant to this Agreement, and, pay to the City all unpaid interest accrued thereon, all Program Income (as defined hereinabove) derived therefrom or in connection therewith, and all unpaid' fees, charges and other obligations of the Project Sponsor due under any of the Loan Documents. NAR: Document No.: 290480 32 (c) Other Remedies. Exercise any other right, privilege or remedy available to the City as maybe provided by applicable law, or in any of the other HOME Documents. It is understood and agreed that the occurrence of an event of default under Article VII (a), (b), (h) or (i) shall ihrunediately entitle the City to exercise any of the above described remedies without the need to give the Project Sponsor notice thereof or the opportunity to cure. The rights and remedies of the City hereunder shall be cumulative and not mutually exclusive, and the City may resort to any one or more or all of said remedies without exclusion of any other. No party other than the City, whether the Project Sponsor or a materialman, laborer, subcontractor or supplier, shall have any interest in. the HOME 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. 8.2 In addition to any other remedies provided for herein or in any of the other Loan Documents, upon the occurrence of an Event of Default: (a) All sums outstanding under Note shall bear interest at the highest rate allowable by law from the date of disbursement, without notice to the Project Sponsor or any guarantor or endorser of the Note, and without any affirmative action or declaration on the part of the City; (b) The Covenant shall remain as a restriction on the Property throughout the Affordability Period; and (c) The Project Sponsor, Project developer, managing partner(s) of the Project Sponsor and/or other individuals, principals and/or other entities as determined by the City, will be debarred from receiving any City funding for a period of five years. NAR: Document No.: 290480 33 ARTICLE IX INDEMNIFICATION The Project Sponsor shall indemnify and hold the City and its past, present and future employees and agents harmless from any and all claims, liabilities, losses, and causes of action which may arise out of the actions, negligence, or omission, in whole or in part, of the Project Sponsor, its officers, agents, employees, or assignees in the fulfillment of this Agreement. The Project Sponsor shall pay all claims and losses of any nature in comiection therewith, and shall defend all suits, in the naive of the City when applicable, and shall pay all costs and judgments which may issue thereon. 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, 10.1 Termination Because of Lack of Funds. In the event the City does not receive from its funding source funds to finance this Agreement, or in the event that the City's funding • source de -obligates the funds allocated to finance this Agreement, the City may terminate this Agreement upon not less than twenty-four (24) hours prior notice in writing to the Project Sponsor. Said notice shall be delivered by certified mail, return receipt requested, or by in person delivery with proof of delivery. The City shall determine, in its sole and absolute discretion, whether or not funds are available. 10.2 Termination for Breach. The City may terminate this Agreement, in whole or in part, in the event the City determines, in its sole and absolute discretion, that the Project Sponsor is not making sufficient progress with regard to the Project (thereby endangering its ultimate NAR: Document No.: 290480 34 performance under this Agreement) or is not materially complying with any term or provision of this Agreement. The City may terminate this Agreement, in whole or in part, in the event that the City determines, in its sole and absolute discretion, that there exists an event of default under and pursuant to the terms of any other agreement or obligation of any kind or nature whatsoever of the Project Sponsor to the City, direct or contingent, whether now or hereafter due, existing, created or arising, which event of default has continued beyond any applicable cure period. The City may terminate this Agreement, in whole or in part, in the event that the City determines, in its sole and absolute discretion, that there exists an event of default under and pursuant to the terms of any other agreement or obligation of any other Project sponsor, or of any individual or entity executing this Agreement, to the City, direct or contingent, whether now or hereafter due, existing, created or arising, which event of default has continued beyond any applicable cure period. 10.3 Upon the occurrence of an Event of Default and the expiration of any cure period (in those circumstances for which a cure period is otherwise provided in this Agreement), and unless the Project Sponsor's breach is. waived by the City in writing, the City may, by written notice to the Project Sponsor, terminate this Agreement upon not less than twenty-four (24) hours prior written notice. Said notice shall be delivered by certified mail, return receipt requested, or by in person delivery with proof of delivery. Waiver of breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the tei us of this Agreement. The provisions hereof are not intended to be, and shall not be, construed to limit the City's right to legal or equitable remedies. NAR Document No.: 290480 35 ARTICLE XI SUSPENSION 11.1 The City may, for reasonable cause, suspend the Project Sponsors authority to obligate funds under this Agreement or withhold payments to the Project Sponsor, or both, pending necessary corrective action by the Project Sponsor. Reasonable cause shall be determined by the City in its sole and absolute discretion and may include: (a) Ineffective or improper use of the HOME Funds by the Project Sponsor; (b) Failure of the Project Sponsor to materially coinnply with any term or provision of this Agreement; (c) Failure of the Project Sponsor to submit any documents required by this Agreement; or (d) The Project Sponsor's submittal of incorrect or incomplete documents. 11.2 The determinations and actions described in paragraph 11.1 above may be applied to all or any part of the activities funded pursuant to this Agreement. 11.3 The City will notify the Project Sponsor in writing of the type of action taken pursuant to this Article, by certified mail, return receipt requested, or by in person delivery with proof of delivery. The notification will include the reason(s) for such action, 'any conditions relating to the action, and the necessary corrective action(s). ARTICLE XII MISCELLANEOUS 12.1 Enforcement Methods. As a means of enforcing compliance with the HOME Program, the City may utilize any enforcement measures it deems necessary. NAR: Document No.: 290480 36 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 City determines, in its sole and absolute discretion, that federal, state, and/or local governmental revisions of any applicable laws or regulations, or increases or decreases in budget allocations, make changes to this Agreement necessary. The City shall be the final authority in determining whether or not funds for this Agreement are available due to federal, state and/or local governmental revisions of any applicable laws or regulations, or increases or decreases in budget allocations. 12.3 Right to Waive. The City may, for good and sufficient cause, as determined by the City in its sole and absolute discretion, waive provisions of this Agreement or seek to obtain such waiver from an appropriate authority. Waiver requests from the Project Sponsor shall be in writing. A waiver shall not be construed to be a modification of this Agreement. 12.4 Budget and HOME Eligibility Activity Title Revisions. Proposed revisions to the Budget shall be submitted to the City in writing, and shall require the prior written approval of the City; however, such revisions, if approved, shall not necessitate an amendment hereto unless the amount of the Loan to be granted hereunder is changed, or unless otherwise required by the City. A revision to the HOME eligibility activity titles under which this Agreement's objectives are classified shall not require an amendment hereto. 12.5 Disputes. In the event an unresolved dispute exists between the Project Sponsor and the City, the City shall refer the issue, including the views of all interested parties and the recommendation of the City, to the City Manager, his designee, or such other official of the City who shall be authorized to exercise the authority of the City Manager in this regard ("City NAR: Document No.: 290480 37 Manager") for determination. The City Manager will issue a determination within thirty (30) calendar days of receipt of a written request for resolution of the dispute and so advise the City and the Project Sponsor. In the event additional time is necessary, the City Manager will notify the interested parties within the thirty (30) day period that additional time is necessary. The Project Sponsor agrees that the City Manager's determination shall be final and binding on all parties, subject only to judicial review. 12.6 Headings. The article and paragraph headings in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. 12.7 Proceedings. The Agreement shall be construed in accordance with the laws of the State of Florida and any proceedings arising between the parties in any manner pertaining or relating to this Agreement shall, to the extent permitted by law, be held in Miami -Dade County, Florida. 12.8 Notices and Contact. All notices under this Agreement shall be in writing and addressed as follows: To City: City of Miami Department of Community Development 444 Southwest 2nd Avenue, Suite 239 Miami, Florida 33130 Attn: George Mensah, Director With Copy To: To Project Sponsor: NAR: DocumentNo.: 290480 City Attorney's Office 444 Southwest 2nd Avenue, Suite 945 Miami, Florida 33130 Attn: Ninoshlca A. Reyes, Esquire Teatro Marti Apartments, LLC 150 S. E. 2 Avenue, Suite 1202 Miami, FL 33131 Attention: Michael C. Cox 38 With Copy To: Washington & Associates, P.A. 3301 NE 1st Avenue, Suite 501 Miami, FL 33137 Attention: Lynn Washington, Esq. Except as otherwise provided in this Agreement, notice shall be deemed given upon hand delivery or five (5) business days after depositing the same with the U.S. Postal Service. The address or designated representative of the parties may be changed by notice given in accordance with this section. 12.9 Conflicts with Applicable Laws. If any provision of this Agreement conflicts with any applicable law or regulation, only the conflicting provision shall be deemed by the parties hereto to be modified, or to be deleted if modification is inappropriate, to cause the provision to be consistent with the law or regulation. However, the obligations under this Agreement, as modified, shall continue and all other provisions of this Agreement shall remain in full force and effect. 12.10 Entire Agreement. This Agreement -and its Exhibits described as follows contain all the terns and conditions of the Agreement between the parties: Exhibit A Legal Description Exhibit B Scope of Work /Project Schedule Exhibit C Budget Exhibit D Disbursement Agreement for HOME Funds Exhibit E Affirmative Marketing Procedures and Responsibilities Exhibit F Declaration of Restrictive Covenants Exhibit G Rent RegulatoryAgreeinent Exhibit H Signage Requirements Exhibit I Additional Insurance Requirements 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 NAR: Document No.: 290480 39 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. IN WITNESS WHEREOF, the. parties hereto have caused' this Agreement to be executed by their undersigned officials as duly authorized. [SIGNATURE PAGE FOLLOWS] NAR: Docwnent No.: 290480 40 WITNESSES: ATTEST: a. Priscilla A. Thoinpson City Clerk Date: /d— .2 .-jl fi Approved As T6 Insura Requirement' Calvn Ellis Ris Manageme • dministrator NAR: Document No.: 290480 PROJECT SPONSOR: Teatro Marti Apartments, LLC, a Florida limited liability company By: Biscayne Housing Group, LLL, a Florida limited liability company, as Manager. ' � 1 By: `-ram• �� Michael C. Cox, Manager Date: 'Gir 11 CITY: City of Miami, a municipal corporation of the State of Florida ' Johnny ► art' i ez City anager Approved As To Form and Correctness: Julie O :ru City Attorney 41 IN THE MATTER OF THE ARBITRATION RE: COX, DE RAMON, AND BISCAYNE HOUSING GROUP, LLC MICHAEL COX Claimant, vs. GONZALO DE RAMON ARBITRATORS UDELL, KOGAN AND TRAZENFELD Respondent, AMENDED ORDER APPOINTING MANAGER THIS CAUSE came on before the Panel upon Claimant's Emergency Motion to Remove Gonzalo De Ramon from Self -Appointed Manager of BHG and to Authorize Cox to Resume Control of BHG and the Panel having reviewed the Motion, and being otherwise fully advised in the premises, HEREBY FINDS AND CONCLUDES: 1. Michael Cox and Gonzalo DeRamon are Co -Managers of Biscayne Housing Group, LLC and affiliated entities ("BHG') and each of them owns 50% of the membership interests in BHG. Cox and De Ramon are in disagreement as to management and operation of BHG, resulting in deadlock. 2. Cox has sought removal of DeRamon as "Self-appointed" Manager of BHG. 3. BHG owns or controls several affordable housing developments with significant continuing operations, and continued reasonable and responsible management of BHG is necessary to protect the interests of the parties to this proceeding as well as other stakeholders. 4. Many of the affordable housing developments owned or controlled by BHG include investors and lenders who have expressed concern as to the continued business operations of BHG under the management of DeRamon and Cox. Adverse actions taken by those constituents could also jeopardize the interests of the parties hereto, BHG and other stakeholders, including investors and lenders. 5. Preservation of the business of BHG during the pendency of this proceeding is necessary to protect the interests of, and avoid irreparable harm to, the parties hereto, as well as to BHG and other stakeholders. 6. Florida Statute Sec. 605.0704 authorizes this Panel to appoint an officer to manage the affairs of a limited liability company in the event of deadlock, which is present here. 7. For the foregoing reasons, together with those expressed upon the record by the Panel, IT IS HEREBY ORDERED AND ADJUDGED THAT: 8. Claimant's Emergency Motion is hereby granted in part and denied in part. 9. Gonzalo De Ramon and Michael Cox are hereby removed as Co -Managers of Biscayne Housing Group, LLC ("BHG"). Joel L. Tabas is hereby appointed as the sole Manager of BHG. 10. Bond. The Manager shall not be required to post a Bond at this time. 11. Inventory. The Manager shall prepare and file with the Panel on or before thirty (30) days from the date he takes possession, a full and detailed inventory, under oath, of all the real and personal property, assets, and effects of BHG. 2 12. Power of Manager. The Manager shall have the power and authority to preserve and protect the property of BHG, including the power and authority to: a. Take all steps necessary to marshall and preserve the assets of BHG in anticipation of sales but sales may only occur with consent of the members or upon order of the Panel after notice and hearing. b. The Manager may collect all receivables, issues, income, deposits, receipts, revenues, royalties, and profits due to BHG. c. The Manager may draw, accept, make, execute, endorse, discount or otherwise deal with checks, promissory notes, letters of credit, credit cards, wire transfers, electronic funds transfers, bills of exchange, mortgages, and other securities for the payment of money. d. The Manager shall pay all local, state, and federal taxes and assessments, if any, when due as required. e. The Manager may sue and defend in his own name as Manager of BHG in all Courts of this State and employ professionals for assistance, for all causes of action including but not limited to those available to BHG. Notwithstanding the powers set forth in this subparagraph (e), the Manager shall not initiate any lawsuits without prior approval from the Arbitration Panel. f. The Manager shall be given full access to, custody of, and control over the assets, files, papers, records, documents, monies, checks and check books, securities, choses in action, books of account, and all other property, real, personal, or mixed of BHG, which relate to BHG's assets and financial affairs. 9• BHG, its agents or employees, and all persons, partnerships or corporations now or hereafter in possession of BHG's assets, records, property, or any part thereof, shall forthwith allow the Manager to have access to the above records and . documents upon reasonable notice and during business hours, and deliver custody of those things to his possession on his request therefor. 13. The Manager shall manage, preserve, protect, and maintain BHG's assets and records in a reasonable, prudent, diligent and efficient manner in accordance with all laws and contractual obligations. Without limitation upon that general duty, the Manager shall have the following specific duties: a. Operating Account. Effective upon recovery of any funds, the Manager shall establish and maintain, at a National Bank Association, whose deposits are 3 insured by Federal Deposit Insurance Corporation, one or more separate operating accounts (the "Operating Accounts") into which the Manager shall deposit all receipts from BHG's activities, and from which the Manager shall disburse regularly and punctually, all amounts due and payable as reasonable, necessary and proper operating expenses of BHG. b. Records. Manager shall maintain a comprehensive system of records, books, and accounts concerning the operation of BHG. Upon reasonable notice, and at all reasonable times, Claimant and Respondent, and their respective agents, attorneys and other representatives shall have reasonable access to such records, accounts and books and to all vouchers, files, and all other material pertaining to the operation of BHG, all of which the Manager agrees to keep safe, available and separate from any records not having to do with the operation of BHG, subject only to proper and applicable privileges. c. Legal Requirements. The Manager shall ensure that all aspects of BHG comply with any and all laws, regulations, orders or requirements affecting BHG issued by any federal, state, county or municipal authority having jurisdiction thereover. d. No Waste. The Manager shall not suffer, cause or permit: (i) any removal of any real or personal property owned or leased by BHG; or (ii) any waste of BHG or any of the components thereof. e. Access The Manager shall have complete access to the property, books, records, legal files, documents and papers of BHG including without limitation, all cash receipts and disbursement journals, all bank accounts, checks and check books, all securities, papers and accounts and records relating to BHG. The Manager shall have authority to conduct the accounting of BHG's assets and otherwise inquire into all receivables, collections and other assets of BHG as deemed necessary by the Manager. f. Sale of Property/Hiring of Real Estate Broker. The Manager shall, with all due haste, arrange for the sale of BHG's assets by first evaluating any current offers to purchase and thereafter procuring bids from the parties presenting such offers as well as other potential interested buyers. The Manager shall seek approval of execution of a purchase and sale agreement from all parties he identifies as stakeholders as well as this Panel. If in the exercise of his best business judgment, the Manager believes the assistance of a real estate or other sales professional is necessary to assist him in the sale of BHG's assets he shall analyze all currently existing proposals, and/or solicit additional proposals, and recommend his ultimate selection to the Panel for approval. g• Additional Powers: The Manager may apply to this Panel for such powers as 4 are needed to ensure the preservation of BHG and to ensure the maximum value is obtained therefor. 14. Cooperation. The parties hereto, their agents, employees, directors and shareholders who receive notice of this Order are hereby ordered to make available to the Manager immediately, all original records and documents of whatever description in the possession or under the control of each that in any way relate to BHG's affairs and assets. Sole power to act on behalf of BHG is hereby vested in the Manager. BHG, its agents, servants, employees, representatives, officers, directors, partners, members, owners, stockholders and attorneys are hereby enjoined from acting or purporting to act on behalf of BHG, in any manner whatsoever. Any acts taken in violation of this paragraph or this Order are hereby deemed null and void and shall be of no further force or effect. The Parties shall provide a copy of this Order to all persons or entities which do business with BHG that might be affected by the Order including, without limitation, Royal American Management. 15. Monthly Reports. The Manager is directed to prepare, on or before the twentieth (20th) day of each month, commencing 30 days a f t e r July 16, 2 015 , t h e date he accepted the appointment as Manager, so long as he is the Manager, a full and complete report, under oath, setting forth all receipts and disbursements, cash flow, and reporting all changes in the assets in his charge, or claims against the assets, that have occurred during the period covered by the report. The Manager is directed to serve a copy of each report on each of the attorneys of record for the parties herein or the party if not represented. 16. Fees. The Manager shall be entitled to payment of fees for his services at customary rates for such services upon approval by the Panel. If there are insufficient 5 monies to pay for his services or other ongoing expenses provided for herein, the Manager is authorized to apply for a certificate of indebtedness which shall constitute a priority claim on BHG property. 17. Judicial Immunity. The Manager shall have judicial immunity to the extent he complies with this Order and all subsequent orders of this Panel, 18. No Interference. Except as otherwise requested or authorized by the Manager, the Claimant and Respondent, and their agents, servants, employees, representative, and attorneys are hereby enjoined from collecting, or attempting to collect, the tangible and intangible personal property, the assets, the rents, receivables, income, revenues, profits and bank accounts of BHG and from interfering in any manner with the Manager as hereinabove described until further order of this Panel. Included in the foregoing and in furtherance thereof, Claimant and Respondent are specifically and expressly enjoined and prohibited, directly or indirectly by any means, from paying or otherwise disbursing or attempting to disburse any sums from any BHG accounts, or from transferring or attempting to transfer any assets or thing of value of BHG, either to themselves or to any others, from and after the date of this Order and for so long as the Manager is serving pursuant to this Order. 19. Retention of Professionals. The Panel recognizes that it may be necessary to engage the services of professionals in order for the Manager to faithfully discharge his duties hereunder. The Manager is hereby empowered, in his discretion, and without further specific order of this Panel, to hire and employ legal counsel, experts, expert witnesses, accountants and consultants where necessary in his professional judgment ("Outside Professionals") including entities of which Manager is a shareholder, 6 to furnish legal, accounting and other advice to the Manager for such purposes as may be reasonable and necessary during the period of his management. The Manager is authorized to engage any professionals on either an hourly basis or on a contingent fee basis and to pay such fees and costs as may be agreed upon by the Manager and any such professional, subject to ratification by the Panel. Consistent with this paragraph, Outside Professionals shall make monthly fee applications to the Manager. If the Manager approves of the fees and costs, he shall pay the costs and 90% of the fees. A final fee and cost application shall be made to the Panel at the conclusion of the matter for approval of the total fees and costs and authorization for the Manager to pay the 10% holdback. The 10% holdback shall not apply to arbitrators' fees. In the event the Manager and the professional are unable to resolve a dispute over fees and costs, the Manager shall pay such amount as is undisputed as provided above, and any remaining balance as to which in the Manager and professional are not able to agree shall be brought to the panel's attention for resolution at that time or included within any final fee request. 20. Jurisdiction. The Panel shall retain jurisdiction of this matter for all purposes. DONE AND ORDERED in Miami Dade County, Florida this 9I Sr day of V.Cs0- , 2015. /s/ Barton S. Udell Barton S. Udell Chairman For the Claimant: RASCO KLOCK PEREZ & NIETO Joseph P. Klock, Esquire 2555 Ponce de Leon Blvd., Suite 600 Coral Gables, Florida 33134 305.476.7111 305.675.7707 (Fax) Jklock@rascoklock.com jantorcha@rascoklock.com ogonzalez@rascoklock.com For the Respondent: Jose M. Quinon 2333 Brickell Avenue Suite Al Miami, Florida 33129-2497 305-858-5700 305-358-7848 (Fax) jquinon@quinonlaw.com SERVICE LIST 8 CFN: 20190594388 BOOK 31616 PAGE 4984 DATE:09/23/2019 09:57:51 AM HARVEY RUVIN, CLERK OF COURT, MIA-DADE CTY Prepared by, and after recording return to: Victoria Mendez, Esq. City Attorney, City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 Tel: (305) 416-1800 CONFIRMATION OF NO OBJECTION TO TRANSFER AND ESTOPPEL CERTIFICATE THIS CONFIRMATION OF NO OBJECTION TO TRANSFER AND ESTOPPEL CERTIFICATE (hereinafter referred to as the "Document"), is executed and delivered the / 7 day of ,4 -' , 2019, by and between BISCAYNE HOUSING GROUP, LLC, a Florida limited liability company whose address is 25 Southeast 2nd Avenue, Suite 248 Miami, Florida 33131 ("BHG") and who is the sole owner, member and manager of TEATRO MARTI APARTMENTS, LLC, a Florida limited liability company whose address is 25 Southeast 2nd Avenue, Suite 248, Miami, Florida 33131 ("Teatro Marti"), BRM SOUTHEAST HOLDINGS, LLC, a Florida limited liability company whose address is 501 North Magnolia Avenue, Orlando, Florida 32801 ("BRM"), in its capacity as parent company of affiliate FL TEATRO MARTI, LLC, a Florida limited liability company whose address is 501 North Magnolia Avenue, Orlando, Florida 32801 ("New Managing Member"), BRM SOUTHEAST ILP HOLDINGS, LLC, a Florida limited liability company whose address is 501 North Magnolia Avenue, Orlando, Florida 32801 (New Investor Member"), and the CITY OF MIAMI, a municipal corporation of the State of Florida, with offices at 444 S.W. 2"d Avenue, Miami, Florida 33130-1910 (hereinafter called "City") (Collectively, BHG, Teatro Marti, BRM, New Managing Member, New Investor Member and City may be referred to as "Parties") RECITALS WHEREAS, Teatro Marti Apartments, LLC, a Florida limited liability company ("Teatro Marti"), is the owner of the building located at 430 SW 8th Avenue, Miami, Florida, known as Teatro Marti Apartments ("Apartments"); and WHEREAS, the land upon which the Apartments has been developed ("Land") is owned by City; and WHEREAS, pursuant to Resolution No. 11-00339, adopted by City on May 2, 2011, City leased the Land to Teatro Marti pursuant to that certain 50-year ground lease ("Lease") by and between City and Teatro Marti dated October 17, 2011, a copy of which Lease is attached hereto and made a part hereof as Attachment "C"; and WHEREAS, pursuant to Section 21.1 of the Lease, Teatro Marti agreed not to make any changes in Teatro Marti's structure or ownership without City's approval; and WHEREAS, pursuant to approvals of April 17, 2009, October 16, 2009 and May 20, 2011, the City's Housing and Commercial Loan Committee ("HCLC") approved $3,000,000.00 in Page 1 of 12 RFA 18-520 v.2 CFN: 20190594388 BOOK 31616 PAGE 4985 HOME Investment Partnership Program funds to Teatro Marti for the development of the Apartments, subject to the terms and conditions of that certain HOME Loan Agreement ("Loan Agreement") by and between City and Teatro Marti dated October 17, 2011, a copy of which Loan Agreement is attached hereto and made a part hereof as Attachment "D"; and WHEREAS, pursuant to Section 6.5(a) of the Loan Agreement, Teatro Marti agreed not to transfer any beneficial interest in or operating control of Teatro Marti without City's approval; and WHEREAS, and in connection with the Loan Agreement, Teatro Marti granted the City a Leasehold Mortgage dated October 17, 2011, which is recorded in Book 27884 at Page 254 ("Mortgage"), incorporated herein by this reference; and WHEREAS, and in connection with the Loan Agreement, Teatro Marti entered into a Declaration of Restrictive Covenants, dated October 17, 2011, which is recorded in Book 27884 at Page 0269 ("Covenant"), incorporated herein by this reference; and WHEREAS, and in connection with the Loan Agreement, Teatro Marti entered into a Rent Regulatory Agreement, dated October 17, 2011, which is recorded in Book 27884 at Page 0275 ("Rent Regulatory Agreement"), incorporated herein by this reference; and WHEREAS, pursuant to Section 15 of the Mortgage, Teatro Marti agreed not to transfer any legal or equitable interest in the Lease without City's approval; and WHEREAS, on March 20, 2014, the City issued a certificate of occupancy for the Apartments, which is fully leased to qualified families; and WHEREAS, in June 2015, criminal charges were filed by the United States Department of Justice against members of BHG; and WHEREAS, in July 2015, an arbitration panel in the Matter of Arbitration re: Cox, DeRamon and Biscayne Housing Group, LLC (the "Arbitration Panel") appointed Mr. Joel L. Tabas ("Tabas") as the sole Manager of BHG, as per the order attached hereto as Attachment "E" (the "Appointment Order"); and WHEREAS, subject to the supervision and consent of the Arbitration Panel as required and set forth in the Appointment Order, Tabas is responsible for all aspects of managing BHG, including having the legal authority to administer and sell BHG's assets; and WHEREAS, on August 1, 2017, BHG entered into a Purchase and Sale Agreement (the "PSA") with BRM Southeast Holdings, LLC, a Florida limited liability company ("BRM"), for BRM to purchase all of BHG's interests in Teatro Marti (the "LLC Interests") for $425,000.00; and WHEREAS, in connection with closing on the PSA, BRM will execute an Assignment and Assumption Agreement (the "PSAAssignment") pursuant to which BRM will assign (i) its PSA rights to acquire one percent (1%) of the LLC Interests to FL Teatro Marti, LLC ("New Managing Page 2 of 12 RFA 18-520 v.2 CFN: 20190594388 BOOK 31616 PAGE 4986 Member"), an affiliate of BRM, and (ii) its PSA rights to acquire ninety-nine percent (99%) of the LLC Interests to BRM Southeast ILP Holdings, LLC ("New Investment Member"), also an affiliate of BRM; and WHEREAS, as a result of the PSA and PSA Assignment, BHG will sell all its interests in Teatro Marti to New Managing Member and New Investment Member (together, "New Owners"); and WHEREAS, on October 19, 2018, a letter from BHG informed the City of BHG's interest in selling the LLC Interests to BRM; and WHEREAS, New Owners are requesting the City's consent regarding the aforementioned sale of the LLC Interests ("Sale"); and WHEREAS, on November 28, 2018, the HCLC approved the City's Department of Housing and Community Development's recommendation that the City will "Consent to the sale and transfer of BHG's Interests in the property to BRM," that all "other loan terms will remain the same," and that AGPM, LLC will be the property manager of the Apartments; and WHEREAS, in order to provide for City's consent and confirmation of the transaction the Parties have set forth their respective understandings herein; NOW THEREFORE, the City's consent and confirmation that it does consent to the aforementioned Sale is subject to this written agreement and acknowledgement from BHG, in its capacity as sole member, owner, and manager of Teatro Marti, and New Owners, as well as BRM, in its capacity as parent company and sole member of New Managing Member, of the following: 1. The Parties agree that all of the above recitals are true and correct. All of the documents referenced herein are deemed as being expressly incorporated by reference herein as though set forth in full herein. 2. The City's Mortgage on the Apartments is in 1st lien position on the real property, whose legal description is attached hereto and incorporated herein as Attachment "A." 3. Neither BHG nor BRM nor any of their aforementioned affiliates, namely New Owners and Teatro Marti, have any defense or set off to the Mortgage loan balances set forth in the Mortgage, and all Parties acknowledge and agree to abide by the provisions in the Lease, the Loan Agreement, the Mortgage, the Covenant, the Rent Regulatory Agreement, and related loan documents that are conditions precedent to loan forgiveness of the debt secured by the Mortgage. 4. BRM and New Owners hereby agree to adhere to assume and be obligated to the covenants in the Lease, the Loan Agreement, the Mortgage and related loan documents, including but not limited to the Covenant and Rent Regulatory Agreement as those covenants will now andhenceforth apply to BRM and New Owners for the term of the covenants as set forth in the Lease, the Loan Agreement, the Mortgage, the Covenant, the Rent Regulatory Agreement, and all other related loan documents. Page 3 of 12 RFA 18-520 v.2 CFN: 20190594388 BOOK 31616 PAGE 4987 5. BRM and New Owners acknowledge and agree to accept the aforesaid covenants by executing this document here indicated. 6. BHG and Teatro Marti acknowledge and agree to accept the aforesaid covenants by executing this document here indicated. 7. Subject to the full execution of this document by all Parties as indicated, the City hereby consents to the transfer which is the subject matter hereof. 8. BRM agrees to provide the City with insurance coverage in accordance with Attachment "B." 9. This Document and its Attachments, described as follows, contain all the terms and conditions of the agreement between the Parties: Attachment A Apartments' Legal Description Attachment B Insurance Requirements Attachment C Lease Attachment D Loan Agreement Attachment E Order 10. The Parties further agree that this Document will be construed under the laws of the State of Florida and that venue in any civil action arising out of the Document shall be in Miami -Dade County, Florida. In order to expedite any civil action arising between them as a result of this Document, the Parties will waive their right to demand a jury trial, or to institute counterclaims, or to maintain claims for attorney's fees against the other Parties. 11. All notices under this Document shall be in writing and addressed as follows: To City: With Copy To: City of Miami Department of Housing and Community Development One Flagler Building 14 Northeast 1S` Avenue, Second Floor Miami, Florida 33132 Attn: George Mensah, Director Victoria Mendez City Attorney City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 To BHG: Tabas, Joel L. 25 S.E. 2nd Avenue Page 4 of 12 RFA 18-520 v.2 CFN: 20190594388 BOOK 31616 PAGE 4988 To Teatro Marti: To BRM: Suite 248 Miami, FL 33131 Tabas, Joel L 25 S.E. 2nd Avenue Suite 248 Miami, FL 33131 Louis E Vogt And Scott Zimmerman 501 N Magnolia Avenue Orlando, FL 32801 To New Managing Member: Louis E Vogt And Scott Zimmerman 501 N Magnolia Avenue Orlando, FL 32801 To New Investor Member: Louis E Vogt And Scott Zimmerman 501 N Magnolia Avenue Orlando, FL 32801 12. BHG hereby acknowledges that the Covenant and the Rent Regulatory Agreement are currently in good standing, and that no defaults, claims, or setoffs exist thereunder. BHG acknowledges it has duly carried out all obligations set forth in the Covenant and the Regulatory Agreement and is not in default of any obligations thereunder or sums due. BHG hereby releases, holds harmless, indemnifies, and agrees to defend the City, its officials and employees from any claims, actions, damages, liabilities, fees, costs and judgments arising from the Covenant, the Rent Regulatory Agreement, and/or this Document, arising prior to the date of this Document. 13. BRM and New Owners agree to carry out all obligations set forth in the Covenant and the Regulatory Agreement, as aforesaid. BRM and New Owners hereby release, hold harmless, indemnify, and agree to defend the City, its officials and employees from any claims, actions, damages, liabilities, fees, costs and judgments arising from the Covenant, the Regulatory Agreement, and/or this Document, arising on or after the date of this Document. 14. Each person executing this Document on behalf of a party hereto represents and warrants that such person is duly and validly authorized to do so on behalf of such party with full right and authority to execute this Document and to bind such party with respect to all of its obligations hereunder. 15. This Document may be executed in counterparts each of which shall be deemed an original and all of which when taken together constitute one and the same instrument, binding on all of the Parties. Page 5 of 12 RFA 18-520 v.2 CFN: 20190594388 BOOK 31616 PAGE 4989 16. The covenants, terns, and agreements contained in this Document shall be binding upon the heirs, personal representatives, successors and assigns of the respective Parties. 17. This is the entire agreement between the Parties. It replaces and supersedes any and all oral agreements between the Parties, as well as any prior writings. Modifications and amendments to this Agreement shall be enforceable only if they are in writing and are signed by authorized representatives of the Parties. [This Space Has Been Intentionally Left Blank] RFA 18-520 v.2 Page 6 of 12 CFN: 20190594388 BOOK 31616 PAGE 4990 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their undersigned officials as duly authorized. ATTEST: Todd Hannon, ' . Cl `k Date: Q I j t 1 CITY: CITY OF MIAMI, a municipal corporation of the State of Florida lez, City Manager APPROVED AS TO INS' JRANCE APPROVED AS T I ORM AND CORRECTNESS: REQUIREMENTS ! Ann -Marie Shfrpe Director, Risk Management APPROVED BY THE DEPARTMENT _ OF HOUSING AND COMMUNITY DEVELOPMENT: RFA 18-520 v.2 Vt�'•ria ..'ndez, Ci►' Attorney g.FA l Page 7 of 12 CFN: 20190594388 BOOK 31616 PAGE 4991 IN WITNESS WHEREOF, the parties hereto have caused this Document to be executed by their undersigned officials as duly authorized. Biscayne Housing Group, LLC, a Florida limited liability company WITNNESSES: Pri-itName: .E.i—ok.�t .Ms k , Print Nam $ 14Le\/ coi(�g� ACKNOWLEDGMENT STATE OF FLORIDA Tabas, Manager , 2019 by Joel L. Tabas, as Manager of Biscayne Housing Group, LLC, a Florida limited liability company,s personally known to me or who produced a COUNTY OF MIAMI-DADE ) THE FOREGOING INSTRUMENT was acknowledged before me on this /7 day of freAje My Commission Expires: h_alnigh416° JANET CEPERO x°; Notary Public - State of Florida 8s • Commission 4 GG 320948 N.,,ovry..r' My Comm. Expires May 1, 2023 Bonded through National NotaryAssn.; ign ea ur of Nory Public, State of Florida Printed Name of Notary Public RFA 18-520 v.2 Page 8 of 12 CFN: 20190594388 BOOK 31616 PAGE 4992 IN WITNESS WHEREOF, the parties hereto have caused this Document to be executed by their undersigned officials as duly authorized. Teatro Marti Apartments, LLC, a Florida limited liability company WITNESSES: By: Joel L. ACKNOWLEDGMENT STATE OF FLORIDA COUNTY OF MIAMI-DADE ) THE FOREGOING INSTRUMENT A'f 1J t- , 2019 by Joel L. Tab liability company, My Commission Expires: 4 v''B. JANETCEPERO " (f Notary Public • State or Florida � `I Commission GG 320948 ~.?;oF�. . My Comm. Expires May 1. 2023 Bonded through National Notary Assn. abas, Manager was acknowledged before me on this /7 day of i Apartments, LLC, a Florida limited r who produced a Signature of ► o ry Pub ic, State of Flori• a Jan-c.r (' 2 e-e- -o Printed Name of Notary Public RFA 18-520 v.2 Page 9 of 12 CFN: 20190594388 BOOK 31616 PAGE 4993 IN WITNESS WHEREOF, the parties hereto have caused this Document to be executed by their undersigned officials as duly authorized. Print Name: (, Print Name: 7) STATE OF FLORIDA BRM Southeast Holdings, LLC, a Florida limited liability company By: By: LouE. Vogt, Manager Sco ACKNOWLEDGMENT an, Manager COUNTY OF X11141411.41AcHE ) 651r •C-i T FORGOING INSTRUMENT was acknowledged before me on this / ( day of , 2019 by Louis E. Vogt and Scott Zimmerman, as Managers of BRM Southeast Holdings, LLC, a Florida limited liability company, who is personally known to me or who produced a as identification. My Commission Expires: •L Si re of Notary Pi Iic, State of Florida Printed Nam �,Y >J�•.. TANYA OLIVO Notary Public - State of Florida rppAsslon 9 GG 152539 j ?rM Expires Dec 12, 2021 Ilcrdedthroueh haficral Notary Assn. r e..�--"MI ------ RFA 18-520 v.2 Page 10 of 12 CFN: 20190594388 BOOK 31616 PAGE 4994 IN WITNESS WHEREOF, the parties hereto have caused this Document to be executed by their undersigned officials as duly authorized. FL Teatro Marti, LLC, a Florida limited liability company WITNESSES: Print Name: By: Print Name: ?ad-(2..k ^ Louis E. Vogt, Manager ACKNOWLEDGMENT STATE OF FLORIDA ) COUNTY OF ) (OYGCm HE FQREGOING INSTRUMENT was acknowledged before me on this /% day of r - l , 2019 by Louis E. Vogt, as Manager of FL Teatro Marti, LLC, a Florida limited liability company, who is personally known to �nr e or who produced a as identification. My Commission Expires: Signat Printed -„ - r Notary Public - State of Florida • : `• Commission tl GG 152539 ida RFA 18-520 v.2 Page 11 of 12 CFN: 20190594388 BOOK 31616 PAGE 4995 IN WITNESS WHEREOF, the parties hereto have caused this Document to be executed by their undersigned officials as duly authorized. WITNESSES: Print Name: `✓ BRM Southeast ILP Holdings, LLC, a Florida limited liability company Scott y' '�'�'an, Manager :� � ��.:t-•- ACKNOWLEDGMENT COUNTY OF ) UrGcJi?V-- T E FO EGOING INSTRUMENT was acknowledged before me on this // day of )2ri , 2019 by Louis E. Vogt and Scott Zimmerman, as Managers of BRM South€ast ILP Holdings, LLC, a Florida limited liability company, who is personally known to me or who produced a as identification. STATE OF FLORIDA ) My Commission Expires: i` Sign ' ' TAttYAOLIVO • a . . is°; Notary Public - State of Florida 1 Commission: GG 152539 ida Printed amea-Nctalifh1 ali +lAotaryasrr. RFA 18-520 v.2 Page 12 of 12 CFN: 20190594388 BOOK 31616 PAGE 4996 ATTACHMENT B INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE- BHG TEATRO MARTI 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 Damage to Rented Premises $300,000 B. Endorsements Required City of Miami listed as an additional insured Contingent and Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami listed as an additional insured CFN: 20190594388 BOOK 31616 PAGE 4997 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. Property Commercial Property Insurance covering the Building, including fixtures, equipment, and improvements an All Risk or Direct Physical Loss or Damage basis including the perils of windstorm and hail, and flood, if applicable. Coverage should be included for demolition and increased cost of construction that are caused by legal requirements regulating the construction or repair of damaged facilities or subject property, and including ordinance and law coverage. The valuation should be subject to replacement cost of the property insured. In addition, the policy should afford coverage for sprinkler leakage, if applicable, along with loss of rents. The City shall be included as loss payee under the commercial property insurance. V. Umbrella Liability Each Occurrence $1,000,000 Policy Aggregate $1,000,000 City of Miami listed as an additional insured with respect to umbrella liability. Excess Follow Form over all applicable liability polices contained herein. CFN: 20190594388 BOOK 31616 PAGE 4998 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 VII" 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. a3159