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HomeMy WebLinkAbout23832AGREEMENT INFORMATION AGREEMENT NUMBER 23832 NAME/TYPE OF AGREEMENT OMNI CRA & 14TH STREET DEVELOPMENT, LLC DESCRIPTION FORGIVABLE PROJECT LOAN AGREEMENT/14TH STREET DEVELOPMENT APARTMENT -MIXED INCOME/MIXED USE RESIDENTIAL & RETAIL/FILE ID: 10631/CRA-R-21-0044 EFFECTIVE DATE March 28, 2022 ATTESTED BY TODD B. HANNON ATTESTED DATE 3/28/2022 DATE RECEIVED FROM ISSUING DEPT. 3/28/2022 NOTE 2. 332 FORGIVABLE PROJECT LOAN AGREEMENT FOR 14th STREET DEVELOPMENT, LLC This Forgivable Project Loan Agreement (this "Loan Agreement" or this "Agreement") dated as of the T5 day of March, 2022, is by and between the OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes, with a principal office located at 1401 N. Miami Avenue, Miami, FL, 33136 (hereinafter the "CRA" or "Lender") and 14th Street Development, LLC, a Florida limited liability company with principal addresses at 1600 NE 1st Avenue, Suite 3800, Miami, Florida 33132 (hereinafter the "Project Sponsor" or "Developer"). FUNDING SOURCE: OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AREA FUNDING AMOUNT: RESOLUTION: PROJECT NAME: PROJECT TYPE: PROJECT SPONSOR: LAND OWNER: TERM OF THE AGREEMENT: AFFORDABILITY PERIOD: CRA ASSISTED UNITS: PROPERTY ADDRESS: EXHIBITS ATTACHED: FIFTEEN MILLION AND 00/100 DOLLARS ($15,000,000.00) FOR THE DEVELOPMENT OF THE PROJECT (the "Forgivable CRA Loan") CRA-R-21-0044 14TH Street Development Mixed Income/Mixed Use Residential and Retail 14TH STREET DEVELOPMENT, LLC, a Florida limited liability company 14TH STREET DEVELOPMENT, LLC, a Florida limited liability company See Section 1.15 See Section 1.1. One hundred twenty (120) of the three hundred ninety-eight (398) units shall be CRA Assisted Units. Properties are identified by folio numbers 01-3136-005- 1110; 01-3136-005-1070; 01-3136-005-1060; 01-3136- 005-1180; 01-3136-005-1151; 01-3136-005-1150; 01- 3136-005-1140; 01-3136-005-1130; 01-3136-005-1090, Miami, Florida Page 1 of 44 Exhibit "A" Exhibit "B" Exhibit "C" Exhibit "D" Exhibit "E" Exhibit "F" Exhibit "G" Exhibit "H" Exhibit "I" Exhibit "J" Exhibit "K" Exhibit "L" Legal Description Form of Economic Incentive Agreement Form of Note Disbursement Agreement Intentionally Omitted Form of Mortgage Form of Covenant Form of Rent Regulatory Agreement Signage Requirements Additional Insurance Requirements Disbursement Schedule Permitted Senior Financing RECITALS WHEREAS, the Project Sponsor is the owner to the real property ("Property") described in Exhibit "A." The Project Sponsor is constructing a mixed -use housing project known as the 14th Street Development (the "Project") that will increase the supply of rental housing units for by constructing and maintaining new and affordable rental units. WHEREAS, on October 28, 2021, the Board of Directors of the CRA ("Board") through resolution CRA-R-21-0044 approved funding for the Project in the amount of $15,000,000.00 for Project (the known as the "CRA Funds"); and WHEREAS, this Agreement relates to the CRA Funds; and WHEREAS, on October 28, 2021, the Board, through Resolution CRA-R-21-0044 stipulated that the CRA funding of this Project is subject to the extension of life of the CRA and the CRA being able to successfully secure financing; and WHEREAS, the CRA and the Project Sponsor intend and agree that the CRA Funds be subject to the terms and conditions of this Agreement and Rent Regulations as set forth in Exhibit «H „ NOW THEREFORE, in consideration of the mutual covenants and obligations herein contained, and subject to the terms and conditions hereinafter stated, the parties hereto understand and agree as follows: ARTICLE I DEFINITIONS The CRA, and the Project Sponsor hereby agree that the capitalized terms used herein shall have the meanings set forth below unless the context requires otherwise: Page 2 of 44 1.1 Affordability Period: Shall mean the period of time that the Developer shall maintain the rents charged on all CRA-Assisted Units as described by the Unit Mix in the Rent Regulatory Agreement (as defined below and outlined in Exhibit H). The Affordability Period shall begin when Substantial Completion of the Project occurs. The Project Sponsor shall maintain the Unit Mix, as defined in the Rent Regulatory Agreement, until July 7, 2047, subject to the terms and conditions of this Agreement, or earlier termination of this Agreement as otherwise provided herein (as applicable, the "Expiration of the Affordability Period"). 1.2 Affordable: A unit that satisfies the rent requirements set forth in the Rent Regulatory Agreement. 1.3 Substantial Completion: 1.4 Contract Records: 1.5 Effective Date: "Substantially Completed" or "Substantial Completion," or words of like import, means that temporary or permanent certificates of occupancy, or their functional equivalent, have been issued by the City for not less than ninety percent (90%) or one hundred eight (108) of the CRA Assisted Units. 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 needed to comply with Section 6 of the Economic Incentive Agreement. The date on which this Agreement has been signed by all parties to this Agreement including the CRA Executive Director and attested to by the CRA Clerk and by Project Sponsor. 1.6 HUD: The U.S. Department of Housing and Urban Development. 1.7 CRA Assisted Units, or Assisted Units: The Project will consist of a total of one hundred twenty (120) Affordable units, which shall all be Page 3 of 44 1.8 CRA Loan Documents, or Loan Documents: considered CRA Assisted Units. All of the CRA Assisted Units will be maintained as Affordable units as specified in the Rent Regulatory Agreement for the duration of the Affordability Period. The Project must at all times during the Affordability Period maintain the following unit mix structure: forty (40) units affordable to residents at 60% AMI, which shall consist of four (4) studio units, thirty-three (33) 1- bedroom units, and three (3) 2-bedroom units; eighty (80) units affordable to residents at 80% AMI, which shall consist of six (6) studio units, sixty seven (67) 1-bedroom units, and seven (7) 2-bedroom units (the "Unit -Mix") 1. The payable rents on the CRA Assisted Units are subject to annual adjustment as provided in and by the Covenant and the Rent Regulatory Agreement, as applicable. Further restrictions or adjustments may apply to the CRA Assisted Units as provided in this Agreement, other documents related to the Project, and the Legal Requirements, as applicable. Shall refer to the following documents of even date hereof: Mortgage and Security Agreement (the "Mortgage"), Promissory Note (the "Note"), Declaration of Restrictive Covenant for 14th Street Development, LLC. (the "Covenant"), Promissory Note for 14th Street Development, LLC (the "Note"), Rent Regulatory Agreement for 14th Street Development, LLC. (the "Rent Regulatory Agreement"), Loan Agreement, Economic Incentive Agreement, and Disbursement Agreement (the "Disbursement Agreement"). 1.9 CRA Funds, or, the Loan: The loan amount of $15,000,000.00 provided by the CRA to the Project Sponsor for the Project. 1.10 Economic Incentive Agreement: Economic Incentive Agreement for Mixed -Use and Mixed -Income Project by and between the CRA and the Developer. 1 The unit mix structure herein is based on the design plans at the time of execution and are still subject to future changes, including the review and approval of the relevant local authorities. Any changes into the overall unit mix or unit types by more than 5% will require an Amendment this Regulatory Agreement to be approved and executed by the Executive Director of the CRA. Such Amendment will adjust the restrictions, accordinglypro rata, to maintain the current restriction mix percentages. In the avoidance of doubt, during the term of the Loan, the Project will never consist of less than one hundred twenty (120) CRA Assisted Units. Page 4 of 44 1.11 Legal Requirements: 1.12 Project: 1.13 Property: 1.14 Superior Loans or Permitted Senior Financing: 1.15 Term: 1.16 Covenant: All federal, state and local laws, regulations and requirements relating or pertaining to the CRA Loan Documents. A mixed -use project consisting of approximately Three Hundred Ninety -Eight (398) residential units of which One Hundred Twenty (120) units are affordable housing units. The Project will at all times during the Affordability Period maintain the Unit - Mix The real property located at the properties identified by folio numbers: 01-3136-005-1110; 01-3136-005- 1070; 01-3136-005-1060; 01-3136-005-1180; 01- 3136-005-1151; 01-3136-005-1150; 01-3136-005- 1140; 01-3136-005-1130; 01-3136-005-1090, Miami, Florida, within the Redevelopment Area, on which the Project is being constructed, as legally described in Exhibit "A", attached hereto and incorporated herein. Loan from any third -party lender evidenced by a Promissory Note and secured by a Mortgage, from Developer, in favor of such third -party lender (the "Senior Lender") provided that the CRA will not subordinate it's loan documents beyond a 3rd priority lien to any senior financing. The period commencing on the Effective Date and terminating upon the earlier to occur of (A) expiration of the life of the CRA, (B) the Expiration of the Affordability Period or (C) a termination directed by a Court of competent jurisdiction. Notwithstanding the forgoing, if the expiration of the CRA is not extended to at least July 7, 2047, then this Agreement shall be terminated. Declaration of Restrictive Covenants for 14th STREET DEVELOPMENT, LLC, of even date herewith, to be recorded in the Public Records of Miami -Dade County, Florida to ensure that the Project -Assisted Units will qualify and remain Affordable during the Affordability Period. Page 5 of 44 ARTICLE II CRA FUNDS Pursuant to the terms and conditions set forth herein, the CRA has disbursed or shall disburse the CRA Funds to the Project Sponsor for the purposes herein set forth. 2.1 CRA Funds. Subject to the terms and conditions set forth herein and Developer's compliance with all of its obligations under this Agreement, other Loan Documents, the Covenant, Economic Incentive Agreement and the Rent Regulatory Agreement, the CRA hereby agrees to make available to the Developer the CRA Funds in for the Project to be used solely for the costs associated with the land acquisition, design, permitting, and construction of the Project and to be disbursed in the manner hereinafter provided. Payment of land acquisition costs shall only be reimbursed after any other previously incurred non -land costs have been documented and paid. 2.2 Use of Funds. The CRA Funds shall be used by Developer to fund certain costs and expenses incurred by the Developer relating to the land acquisition, design, permitting, and construction of the Project. For the avoidance of doubt, the Developer can use the funds for 100% of the land, permit, impact, water and sewer fees, and any other costs solely for the use and benefit of the Project. The Developer shall use Generally Accepted Accounting Principles ("GAAP") and other best practices and industry standards to properly account for the use of the Funds. If there is any uncertainty with regards to certain costs incurred by the Developer, the CRA, in its reasonable discretion, may decide whether those certain costs are compliant with this Section 2.2. 2.3 Disbursement of CRA Funds. Payments will be made according to the Disbursement Schedule, attached and incorporated herein as Exhibit "K", and upon receipt and written approval of a Reimbursement Request. No CRA Funds shall be disbursed until the expiration of the CRA is extended until at least July 7, 2047. 2.4 Payments will be made only after Developer has submitted to the CRA and the CRA has received and approved in writing a Reimbursement Request. The Reimbursement Request shall (a) be accompanied by sufficient supporting documentation and details, and (b) subject to reasonable verification by the CRA as allowable expenditures of the Funds pursuant to Section 2.2 of this Agreement. The Reimbursement Request shall include a Budget to Actual Expenditure Report, along with receipts and/or invoices supporting all expenditures. All invoices must be paid prior to being submitted as part of a Reimbursement Request. All costs and expenses in the Reimbursement Request will be at actual costs to the Developer with no markups. Each invoice included as part of the Reimbursement Request shall be submitted with a copy of the cancelled check that was issued to pay the same, or other CRA approved document(s) evidencing payment by the Developer. Should a receipt or invoice be paid by various funding sources, a copy of the receipt or invoice may be submitted but must indicate the exact amount paid by the various funding sources that must equal the total of the receipt or invoice. All documentation provided by the Developer in support of a Reimbursement Request shall be subject to approval at the reasonable discretion of the CRA. The CRA reserves the right to reasonably Page 6 of 44 request any additional supporting documentation needed to process a Reimbursement Request or as may be reasonably required to allow proper audit of the Developer's expenditures sought for reimbursement, should the CRA require an Audit to be performed. Additionally, the CRA shall have the right to visit and to inspect the Project, in order to conduct its monitoring and evaluation activities, and that Developer shall cooperate with the CRA in the performance of these activities. Developer's failure to comply with these requirements or the receipt or discovery (by monitoring, evaluation, or audit) by the CRA of any inconsistent, incomplete, or inadequate information shall be grounds for the CRA to withhold Funds until such requirements are met, or information is provided. Borrower and Lender agree to abide by the audit requirements of Chapter 18 Article 3 of the Code of the City of Miami, Florida, as amended ("City Code"), as applicable. 2.5 In no event shall CRA Funds payments to the Developer under this Agreement exceed Fifteen Million, Dollars ($15,000,000.00), subject to the Disbursement Contingency in Article X below. 2.6 Repayment of CRA Funds. Subject to the terms of this Agreement providing for the forgiveness of the Forgivable CRA Loan upon the stated conditions being met, repayment by the Project Sponsor of principal, accrued interest, and other costs and charges (relating to the Forgivable CRA Loan) set forth in the CRA Loan Documents shall be deferred until the end of the Affordability Period. The CRA Loan will be repaid as follows: 2.6.1 The Forgivable CRA Loan shall bear zero percent (0%) during the term of the Project. Upon receipt of the first disbursement, the CRA Loan will be converted to a loan that shall bear interest at the rate of zero percent (0%) per annum simple interest only, with the entire unamortized principal balance and any accrued and unpaid interest and other charges due at maturity, subject to the terms and conditions of Section 16.4 of the Economic Incentive Agreement. Notwithstanding anything in this Agreement or any of the other CRA Loan Documents to the contrary, provided that an Event of Default described in Article VII by Developer is not existing at the Expiration of the Affordability Period (as described in the Economic Incentive Agreement) or Termination of the CRA Loan Documents pursuant to Economic Incentive Agreement, the remaining Unamortized Amount of the Forgivable CRA Loan shall be forgiven. At such time, the CRA shall cancel all remaining indebtedness on the CRA Loan, if any, cancel the Note (and deliver, or cause to be delivered, the cancelled original Note to the Project Sponsor), and prepare and record a satisfaction of the Mortgage and the termination and releases of the Economic Incentive Agreement, Covenant, Rent Regulatory Agreement and any other recorded CRA Loan Documents in the Public Records of Miami -Dade County, Florida). The CRA may, at its sole discretion, forgive all remaining indebtedness and other sums due on this Loan and release all CRA Page 7 of 44 Loan Documents given as collateral security for no additional consideration at any time before maturity. 2.6.2 Notwithstanding any provision herein to the contrary, the Unamortized Amount of the CRA Funds disbursed hereunder, together with all interest accrued thereon, shall become due and payable upon an Event of Default as described in Article VII below that continues beyond the applicable grace, notice and/or cure period, if any or is not otherwise waived by the CRA. ARTICLE III DISBURSEMENT REQUIREMENTS 3.1 CONDITIONS OF DISBURSEMENT OF CRA FUNDS. The CRA shall not be obligated to disburse the CRA Funds, in accordance with the Disbursement Agreement, which is attached hereto as Exhibit "D," unless and until the CRA has received the following: 3.1.1 Title Insurance. A title insurance commitment issued by a title insurance company acceptable to the CRA identifying the CRA's insurable interest, the Project Sponsor's interest in the Property, together with copies of all instruments which appear as exceptions therein. The title commitment and policy shall be issued without exceptions, except all easements, covenants and matters of record and/or existing on the Property or any Senior Loans as disclosed as of the date hereof, but free of all other liens or encumbrances that could reasonably, adversely affect the completion of the Project or enforcement and rights of collection of CRA pursuant to the CRA Loan Documents. 3.1.2 Survey. An original current survey of the Property made by a registered surveyor satisfactory to the CRA and the title company and containing such certifications as the CRA and the title company may require. 3.1.3 Zoning. Evidence that the Property and the proposed improvements comply with all applicable zoning ordinances or are otherwise legal non -conforming. 3.1.4 CRA Program. A written statement by the Project Sponsor of the Project Sponsor's compliance with all the applicable requirements of the CRA Loan Documents. To the extent the CRA reasonably suspects, the Project Sponsor is not in compliance with any of the applicable requirements of the CRA Loan Documents, it may reasonably request additional evidence to demonstrate such compliance. 3.1.5 Corporate Documents. (a) A good standing certificate for the Project Sponsor, certified by the appropriate governmental authority. Page 8 of 44 (b) Resolutions, and incumbency certificates, or, in the case of a limited liability company or partnership, their equivalent, for the Project Sponsor certified by the Corporate Secretary, manager, or other authorized signer, authorizing the consummation of the transactions contemplated hereby, all reasonably satisfactory to the CRA. (c) A written statement reasonably satisfactory to the CRA that Project Sponsor or any partner owning more than 20% of the membership interests of such entity, is qualified to receive funds from and in accordance with the requirements provided in these documents and/or has not been debarred to conduct business with the City of Miami ("City"), the State of Florida, Federal Government or their agencies. 3.1.6 Insurance Policies. (a) Comprehensive General Liability and umbrella liability coverage in an amount not less than $1,000,000.00 per occurrence and $2,000,000.00 annual aggregate, protecting the CRA and the Project Sponsor against liability incidental to the use of, or resulting from an accident occurring on or about, the Property, including coverage for: (i) fire, explosion, collapse and underground hazards, completed operations and independent contractors, and (ii) automobile liability for all owned vehicles as well as coverage for non -owned and hired automobiles with a combined Single Limit of at least $1,000,000.00. (b) Workers' compensation insurance as required by the laws of the State of Florida. (c) Employer's liability insurance protecting the Project Sponsor against liability resulting from any accident or liability arising from or relating to any construction on the Property. (d) A builder's risk policy, as required by the Senior Lender. (e) If any portion of the Property is located in an area identified by the Federal Emergency Management Agency as an area having special flood hazards, Federal flood insurance in such an amount as is required by the Senior Lender. All such insurance shall insure the CRA, as an additional insured, with a loss payable clause in favor of the CRA, to the extent possible during such time as any Permitted Senior Financing is in existence and the CRA Loan Documents are not otherwise terminated. The Project Sponsor shall be required to obtain and furnish evidence of any other insurance coverage described on Exhibit "J" attached hereto and made a part hereof. All such policies shall provide the CRA with mandatory written notice of cancellation or material change from the insurer not less than thirty Page 9 of 44 (30) days prior to any such cancellation or material change, and all such policies shall be written by insurance companies reasonably satisfactory to the CRA. Failure of the Project Sponsor to submit all required evidence of the specified insurance coverage, except for Comprehensive General Liability and umbrella liability coverage, three (3) calendar days prior to the closing shall delay the disbursement of the CRA Funds. Notwithstanding anything to the contrary contained herein, both Lender and Developer acknowledge and agree that this Agreement is being executed with the understanding that all required insurance documents, as set forth in Exhibit J, which by this reference is incorporated into and made part of this Agreement, and all construction payment performance bonds that are required by the City of Miami's Department of Risk Management ("Risk Management") must be submitted to and approved by Risk Management prior to the commencement of any and all construction related to this Agreement. 3.1.7 Operative Documents. This Agreement, and all other CRA Loan Documents, duly and lawfully executed by the Project Sponsor, and in recordable form, where appropriate. 3.1.8 Certificate Regarding Lobbying. Such Certificate Regarding Lobbying as may be requested by the CRA. 3.1.9 Certificate Regarding Debarment, Suspension, and Other Responsibility Matters. Such Certificate Regarding Debarment, Suspension and Other Responsibility Matters as may be requested by the CRA. 3.1.10 Public Entity Crime Affidavit. Such Public Entity Crime Affidavit as may be required by the CRA. 3.1.11 Environmental Report. The Project Sponsor shall submit all information reasonably requested by the CRA with respect to the Project including, but not limited to, Phase I and Phase II Environmental Assessment Reports, if necessary. 3.1.12 Evaluation of Project Costs. Upon request of the CRA, the evaluation of the Project's costs as prepared by an independent engineer/general contractor, engaged by the Project Sponsor, that supports the expenditure of CRA Funds in the development of the Project, to the extent applicable. 3.1.13 All other documents reasonably required by the CRA pursuant to the Loan Documents. ARTICLE IV CRA PROGRAM REQUIREMENTS The Project Sponsor shall comply with all requirements of this Agreement including, but not limited to: Page 10 of 44 4.1 GENERAL. 4.1.1 The Project Sponsor shall maintain current documentation that its activities qualify under the CRA requirements outlined throughout this Loan Agreement t and all attachments hereto. 4.1.2 The Project Sponsor shall ensure that any reimbursement of the CRA Funds will be in compliance with the requirements of 24 CFR §92.206 or as approved by the CRA in accordance with CRA Loan Documents. 4.1.3 The Project Sponsor shall comply with all the non-discrimination , requirements of 24 CFR §92.350. 4.1.4 The Project Sponsor shall comply with: (i)the conflict of interest provisions prescribed in 24 CFR §92.356(f), in addition to the conflict of interest provisions specified under Section 6.7 of this Agreement; and (ii) shall carry out each Project activity in compliance with all other applicable Federal laws and regulations in effect at the time of this Agreement. 4.1.5 The Project Sponsor shall ensure that, upon completion of the Project and throughout the Affordability Period, the Project meets the property standards contained in 24 CFR §92.251, if applicable, and the lead -based paint requirements of 24 CFR §92.355 and 24 CFR Part 35, subparts A, B, J, K, M and R. 4.1.6 Throughout the Affordability Period the Project Sponsor shall comply with all Project housing quality standards required of similar housing structures by the City of Miami and Miami -Dade County 4.1.7 The Project Sponsor agrees that throughout the Affordability Period, Rents and tenant incomes for the CRA Assisted Units shall be monitored by the CRA, as provided in the Rent Regulatory Agreement and Economic Incentive Agreement. 4.2 REAL PROPERTY. 4.2.1 Any real property that was acquired, reimbursed or improved in whole or in part with CRA Funds shall be used to complete the Project. 4.2.2 All real property improved in whole or in part with funds for this Agreement with the CRA, or transferred to the Project Sponsor after being purchased in whole or in part with funds from the CRA, shall be listed in the property records of the Project Sponsor and shall include: a legal description; size; address and location; owner's name if different from the Project Sponsor; Page 11 of 44 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. 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 $500.00 or more per item, with a normal expected life of one or more years, not fixed in place, and not an integral part of a structure, facility, or another piece of equipment. (c) Expendable Personal Property. All tangible personal property other than non -expendable property. 4.4 CONTRACTORS, SUBCONTRACTS AND ASSIGNMENTS. 4.4.1 The Project Sponsor shall ensure that all contracts, subcontracts and assignments reimbursed funded with CRA 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. The requirements of this subparagraph apply to subcontracts and assignments in which parties are engaged to carry out any eligible substantive programmatic service, as set forth in this Agreement.; and (e) Incorporate the language of the Certificate Regarding Lobbying executed in connection herewith. Page 12 of 44 4.4.2 The Project Sponsor shall be responsible for monitoring the contractual performance of all subcontracts. 4.4.3 The Project Sponsor shall receive written approval from the CRA (such consent not to be unreasonably withheld, conditioned or delayed) prior to either assigning or transferring any rights or obligations or responsibility set forth in this Agreement. 4.4.4 Approval by the CRA of any assignment shall not under any circumstances be deemed to be the CRA's agreement to incur any obligations in excess of the total dollar amount agreed upon in this Agreement or the Economic Incentive Agreement. 4.4.5 The Project Sponsor and its subcontractors shall comply with if applicable, the Copeland Anti -Kick Back Act, the Contract Work Hours and Safety -Standards Act, the Lead -Based Paint Poisoning Prevention Act, the Residential Lead Based Paint Hazard Reduction Act of 1992 (and implementing regulations at 24 C.F.R. Part 35) and any other applicable laws, ordinances and regulations in effect at the time of this Agreement. 4.5 REPORTING OBLIGATIONS. 4.5.1 The Project Sponsor shall submit the following as required by the CRA: 4.5.1.1 INTENTIONALLY OMITTED 4.5.1.2 Compliance with Section 504 of the Rehabilitation Act. The Project Sponsor will comply with Section 504 of the Rehabilitation Act, if applicable. 4.5.1.2 Audits, Other Information and Records. (i) INTENTIONALLY OMITTED (ii) The Project Sponsor will comply with the terms and conditions for the use of CRA Funds as described in the CRA Loan Documents and the reporting as required by this Agreement and Section 6 of the Economic Incentive Agreement. (iii) 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 Page 13 of 44 provided directly or indirectly by the CRA pursuant to the terms of this Agreement. (iv) The Project Sponsor shall submit to the CRA, upon written request, all reports described in this . Section 4.6 and other reports required in all CRA Loan Documents in the form, manner and frequency described therein, as applicable, to monitor Project and the Project Sponsor's performance and compliance with this Agreement, the Rent Regulatory Agreement, the other CRA Loan Documents and all Legal Requirements. If the CRA possesses or acquires information to reasonably believe the Project Sponsor is not in compliance with the material terms and conditions of this Agreement or other CRA Loan Documents, the CRA may request additional assurance from the Project Sponsor no more than one time in a within any five-year period outside of the otherwise required reporting periods. (v) INTENTIONALLY OMITTED. (iv) INTENTIONALLY OMITTED. 4.6 ADDITIONAL CRA FUNDING. The Project Sponsor acknowledges that under the CRA Program, the amount of CRA Funds in the Project may not exceed the total amount established by the CRA Board as approved in resolution CRA-R-21-0044. In the event that the Project will need additional CRA funding (in excess of the CRA Funds or Incremental TIF), any additional subsequent funding requests from the CRA for this Project must be approved by the CRA. ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE PROJECT SPONSOR The Project Sponsor represents and warrants to the CRA as follows: 5.1 Organization and Existence. The Project Sponsor is a Florida limited liability company, duly organized, validly existing and in good standing under the laws of the State of Florida and has full power and authority to conduct its business as presently conducted, to receive the CRA Funds, and to own, operate and develop the Project. 5.2 Authority. The Project Sponsor has full power and authority to perform the provisions hereof and of its agreements and undertakings with the CRA and to perform the transactions contemplated hereby, and such execution and performance have been duly authorized by all necessary corporate or other approvals and actions. Page 14 of 44 5.3 Correctness of Documents. To the best of the Project Sponsor's knowledge and belief at the time provided, without additional investigation, all documents furnished to the CRA in accordance with the Project, this Agreement, and/or the other CRA Loan Documents, are true and correct in all material respects and accurately set forth the facts contained therein and neither knowingly 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. 5.4 Absence of Proceedings, Actions and Judgments. There are no conditions, circumstances, events, agreements, documents, instruments, restrictions, actions, suits or proceedings pending or threatened against or affecting the Project Sponsor, the Project or the Property which could adversely affect the Project Sponsor's ability to comply with the CRA funding requirements of the Project, complete or operate the Project or to perform its obligations hereunder or which would constitute an Event of Default hereunder or under the other CRA Loan Documents regardless of the giving of notice or the passage of time or both. There are no outstanding or unpaid judgments or arbitration awards against the Project Sponsor. 5.5 Non -Default. The Project Sponsor is not in default or violation with respect to any Legal Requirement, nor is it in default under or in material breach of any instrument or agreement to which it is a party or by which it otherwise may be bound. The execution and delivery of this Agreement and the other CRA Documents, the consummation of the other transactions contemplated hereby, and the ownership and development of the Project as contemplated hereby and by the other CRA Documents: (i) do not and will not conflict with or result in violation of any Legal Requirement or in the breach or default under any indenture, contract, agreement or other instrument to which the Project Sponsor is a party or by which it may be bound; and (ii) have been duly authorized by all necessary actions and approvals, whether corporate or otherwise. 5.6 Valid Obligations. This Agreement and all the other CRA Loan Documents, when executed and delivered, shall constitute the duly authorized, legal, valid and binding obligations of the Project Sponsor and will be enforceable in accordance with their respective terms. 5.7 Marketable Title. The Project Sponsor has good and marketable title to the Property and Borrower shall provide title insurance prior to the disbursement of CRA Funds. 5.8 Compliance. The Project shall comply with all applicable requirements contained within the CRA Loan Documents. The completion and use of the Project will comply fully with all Legal Requirements, and with all limitations on the use of the Project, or any other condition, grant, easement, covenant, or restriction, whether recorded or not. All necessary approvals, permits and licenses for the construction, operation, and use of the Project have been 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. 5.9 Encroachments. When completed in accordance with the Scope of Work, the Project will not encroach upon any building line, setback line, side yard line or other recorded or visible easements or other easements of which the Project Sponsor is aware which exists (or which the Project Sponsor has reason to believe may exist) with respect to the Project other than set forth in the Title Commitment and Exceptions. Page 15 of 44 5.10 Pending Assessments. The Project Sponsor has no knowledge of any pending or proposed governmental action that would impair the operation of the Project. 5.11 the Project. Waste. The Project Sponsor shall not commit nor suffer waste nor negligence on 5.12 Fraud. No fraud by the Project Sponsor has occurred in the qualification of the Project, the Project Sponsor and/or the Property for CRA funding, the negotiation of this Agreement and the other CRA Documents, nor in the transactions contemplated hereby. 5.13 No Casualty. No part of the Property and/or the Project has been damaged or has been subjected to condemnation or other proceedings, and, to the best of the Project Sponsor's knowledge and belief, no such proceedings have been threatened. 5.14 Compliance with Laws and Regulations. The Project Sponsor will comply at all times with all Legal Requirements. 5.15 Reaffirmation. Each of the representations and warranties set forth in this Article shall be true at all times and the acceptance of the CRA Funds hereunder by the Project Sponsor shall be deemed to be a reaffirmation of each of the representations and warranties given in this Agreement. ARTICLE VI OWNER'S OBLIGATIONS 6.1 Developer will commence construction of the Project within eighteen (18) months from the Effective Date of this Agreement, subject to any delays as a result of Force Majeure events or other delays beyond the reasonable control of the Developer ("Commencement of Construction"). Upon the written request of the Developer, the Executive Director has the discretion to extend the date for Commencement of Construction. Such discretion shall not be unreasonably withheld, conditioned or delayed. Developer will obtain all required certificates, as set forth in Section 2.29 of the Economic Incentive Agreement, for the CRA-Assisted Units within thirty-six (36) months from the Commencement of Construction, as may be extended as a result of Force Majeure events. Developer shall throughout the Affordability Period, comply with all applicable CRA Requirements set forth in this Agreement and in the other CRA Loan Documents with regard to the CRA Assisted Units. 6.2 Developer understands that the use of the CRA Funds are subject to specific reporting, record keeping, administrative and contracting guidelines, audit, and other requirements of this Agreement and the City Code. Upon request of the CRA on or before March 1st of each year during the Term of this Agreement, Developer shall submit an annual statement and report, Page 16 of 44 as applicable describing the Developer's compliance with the Rent Regulatory Agreement, the Covenant, and this Agreement, as may be applicable. Developer warrants and covenant that failure to submit the statement and report annually to the CRA as outlined in the Rent Regulatory Agreement, this Agreement, and the Covenant shall be an event of default, subject to the cure provisions described herein. Developer covenants and agrees to comply with any and all such requirements and represents and warrants to the CRA that all CRA Funds shall be used in accordance with all of the requirements, terms and conditions contained herein, as the same may be amended during the Term hereof. Without limiting the foregoing, Developer represents and warrants that it will comply with this Agreement, and the CRA Funds will be used in accordance with, all applicable federal, state, and local codes, laws, rules, and regulations. Moreover, Developer acknowledges that it shall adhere to any and all state, local, and federal laws, rules, and regulations in undertaking the Project and in complying with this Agreement. 6.3 Publicity and Advertisements. The Project Sponsor shall ensure that all publicity and advertisements prepared and released by the Project Sponsor, such as pamphlets and news releases, related to activities funded by this Agreement, and all events carried out to publicize the accomplishments of any activities funded by this Agreement, recognize the CRA as one of its funding sources. 6.4 Retention of Records. The Project Sponsor shall retain all records required by the Loan Documents for five (5) years after the expiration of the Affordability Period (hereinafter referred to as the "Retention Period") subject to the limitations set forth below: (a) If the CRA or the Project Sponsor has received or given notice of any kind indicating any threatened or pending litigation, claim or audit arising out of the activities relating to the Project or under the terms of this Agreement, the Retention Period shall be extended until such time as the threatened or pending litigation, claim or audit is, in the sole and absolute discretion of the CRA, fully, completely and finally resolved. (b) INTENTIONALLY OMITTED. (c) INTENTIONALLY OMITTED. (d) The Project Sponsor shall notify the CRA in writing, both during the pendency of this Agreement and after its expiration termination, as part of the final closeout procedure, of the address where all Contract Records will be retained. 6.5 Provision of Records. All of the records required under the loan documents are subject to the provisions of Chapter 119, Florida Statutes, commonly referred to as the "Public Records Law". Should Project Sponsor determine to dispute any public access provision required by Florida Statutes, then Project Sponsor shall do so at its own expense and at no cost to the CRA. IF THE PROJECT SPONSOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE PROJECT SPONSOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 679- Page 17 of 44 6870, IJONES@MIAMIGOV.COM, AND 1401 NORTH MIAMI AVENUE, 2ND FLOOR MIAMI, FLORIDA 33136 The Project Sponsor shall provide to the CRA, upon request, all documents required to be provided and retained pursuant to the CRA Loan Documents and Economic Incentive Agreement. The requested records shall become the property of the CRA without restriction, reservation, or limitation on their use and shall be made available by the Project Sponsor at any time upon request by the CRA. The CRA shall have the unlimited right to possess 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. 6.6 Prior Approval. Except for encumbering the Property as required to obtain the Permitted Senior Financing as set forth in Section 5.17 of this Agreement and Schedule A attached, the Project Sponsor shall obtain the CRA's prior written approval prior to undertaking any of the following with respect to the Project and/or the Property: (a) The sale, assignment, pledge, transfer, hypothecation or other encumbrance or disposition of any proprietary or beneficial interest in the Project Sponsor, the Project or the Project Sponsor's estate in the Property, or any change in the operating control of the Project Sponsor, which shall require the prior written approval of the Executive Director of the CRA (such approval not to be unreasonably withheld, conditioned or delayed). 6.7 Procurement. The Project Sponsor shall make a commercially reasonable effort to procure supplies, equipment, construction, or services to fulfill this Agreement from minority and women owned businesses, and to provide these sources commercially reasonable opportunities to compete for subcontracts to be performed pursuant to this Agreement. To the extent it is commercially reasonable to do so, these businesses shall be located in or owned by residents of the community development areas designated by the CRA. 6.8 Reversion of Assets. The Project Sponsor shall return to the CRA upon the expiration or termination of this Agreement any CRA Funds on hand, any funds or accounts receivable attributable to the CRA Funds, and any overpayments due to unearned funds or costs disallowed pursuant to the terms of this Agreement that were disbursed to the Project Sponsor by the CRA. Any funds not earned by the Project Sponsor prior to the expiration or termination of this Agreement shall be retained by the CRA. Any CRA Funds not earned by the Project Sponsor prior to the expiration or termination of the Agreement shall be retained by the CRA. 6.9 Repayment of Funds Procedures. INTENTIONALLY OMITTED. 6.10 Maintenance of Legal Existence and Authority. Project Sponsor shall maintain its existence as a limited liability company and authority to conduct its business under. Page 18 of 44 6.11 Affirmative Action. The Project Sponsor shall not discriminate on the basis of race, color, national origin, sex, religion, age, sexual orientation, marital or family status or handicap/disability in connection with its performance under this Agreement or in connection with the occupancy of any CRA Assisted Unit or the construction of the Project. Age discrimination and discrimination against minor dependents are also not permitted. 6.12 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), all as amended, and agrees that it will fully comply in all respects with the terms thereof and any future amendments. B. The Project Sponsor covenants that no person or entity under its employ, presently exercising any functions or responsibilities in connection with this Agreement, has any personal financial interests, direct or indirect, with the CRA. The Project Sponsor further covenants that, in the performance of this Agreement, no person or entity having such conflicting interest shall be utilized in respect to the services provided hereunder. Any such conflict of interest(s) on the part of the Project Sponsor, its employees or associated persons or entities must be disclosed to the CRA. C. The Project Sponsor shall disclose any known conflicts of interest or apparent improprieties of any party under or in connection with the Legal Requirements, including the standards for procurement. D. The Project Sponsor shall make any such disclosure to the CRA in writing and immediately upon the Project Sponsor's discovery of such possible conflict. The CRA's determination regarding the possible conflict of interest shall be binding on all parties. E. No employee, agent, consultant, elected official or appointed official of the CRA, exercising any functions or responsibilities in connection with the CRA's Program or this Agreement, or who is in a position to participate in the decision -making process or gain inside information regarding these CRA-assisted activities, has any personal financial interest, direct or indirect, in this Agreement, the proceeds hereunder, the Project or the Project Sponsor, either for themselves or for those with whom they have family or business ties, during their tenure or for one year thereafter. Page 19 of 44 7.1 of Default: ARTICLE VII DEFAULT The happening of any one or more of the following events shall constitute an Event (a) If any material term, condition or representation contained in this Agreement or any of the other CRA Loan Documents is materially untrue, substantially inaccurate or incomplete when made, or, if there is a material misrepresentation of fact or fraud contained in any document(s) submitted in support of this Agreement and such misstatement or misrepresentation has a materially adverse effect on the Project or the CRA, including failure of any of the CRA Assisted Units to remain Affordable at any time during the Affordability Period (b) Failure by the Project Sponsor to comply with any material term, covenant, obligation, or provision of this Agreement or any other Event of Default under the CRA Loan Documents (beyond any applicable grace, notice and/or cure period that is not otherwise extended or waived). (c) Any change in zoning requirements or zoning classification of the Property initiated by the Project Sponsor, which will materially interfere with the completion of construction of the Project or the ultimate operation of the Project as contemplated herein. (d) Project Sponsor declares bankruptcy and/or becomes insolvent, which shall result in immediate acceleration of the loan's repayment in full. (e) CRA and Project Sponsor acknowledge that a senior mortgage default constitutes an Event of Default under this Loan Agreement and the other Loan Documents. In such an event, CRA may pursue any and all of its remedies, including but not limited to an Acceleration of Debt, as described below. ARTICLE VIII REMEDIES 8.1 Upon the occurrence of any Event of Default, the CRA shall have the rights and remedies provided under the Note, Mortgage, Economic Incentive Agreement, the Rent Regulatory Agreement and the Note. Additionally, subject to the provisions of the last paragraph of this Section, the CRA shall have the absolute right, at its option and election and in its sole discretion to: (a) Debarment. Debar the defaulting party from receiving City or CRA funds for 5 years; and Page 20 of 44 (b) Other Remedies. Exercise any other right, privilege or remedy available to the CRA as may be provided by applicable law, or in any of the other CRA Loan Documents. The rights and remedies of the CRA hereunder shall be cumulative and not mutually exclusive, and the CRA may resort to any one or more or all of said remedies without exclusion of any other. No party other than the CRA, whether the Project Sponsor or a material man, laborer, subcontractor or supplier, shall have any interest in the CRA Funds withheld because of an Event of Default hereunder, and shall not have any right to garnish or require or compel that payment thereof be applied toward the discharge or satisfaction of any claim or lien which any of them may have. ARTICLE IX INDEMNIFICATION 9.1 The Project Sponsor shall indemnify, hold harmless, and defend the CRA, the City of Miami, its officers, agents, directors, and/or employees, from any and all liabilities, claims, damages, losses, suits, judgments, and costs, including, but not limited to reasonable attorney's fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of Project Sponsor and persons employed or utilized by Project Sponsor in the performance of this Agreement. Project Sponsor shall, further, hold the CRA, and the City of Miami, its officials, officers and/or employees, harmless for, and defend the CRA and the City of Miami, its officials, officers, and/or employees against, any civil actions, statutory or similar claims, injuries or damages arising or resulting from the permitted work, even if it is alleged that the CRA, the City of Miami, its officials and/or employees were negligent. These indemnifications shall survive the term of this Contract. In the event that any action or proceeding is brought against the CRA or the City of Miami, by reason of any such claim or demand, the Project Sponsor shall, upon written notice from the CRA or the City of Miami, resist and defend such action or proceeding by counsel satisfactory to the CRA or the City of Miami. The Project Sponsor expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Project Sponsor shall in no way limit the responsibility to indemnify, keep and save harmless and defend the CRA and the City of Miami or its officers, employees, agents and instrumentalities as herein provided. The Project Sponsor shall further require its contractors to indemnify, hold harmless and defend the CRA and the City of Miami, its officers, agents, directors, and/or employees against any and all liabilities, claims, damages, suits, judgments and costs, including attorney's fees arising out of, or resulting from the contractor's negligence or omissions in connection with this project. 9.2 The indemnification provided above shall obligate the Project Sponsor to defend, at its own expense, to and through appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at the CRA's or the City of Miami's option, any and all such claims of liability and all suits and actions of every name and description which may be brought against the CRA or the City of Miami whether performed by the Project Sponsor, or persons employed or utilized by Project Sponsor. 9.3 This indemnity will survive the cancellation or expiration of the Agreement. This indemnity will be interpreted under the laws of the State of Florida, including without limitation Page 21 of 44 and interpretation, which conforms to the limitations of §725.06 and/or §725.08, Florida Statutes, as applicable. 9.4 The Project Sponsor agrees and recognizes that the CRA and the City of Miami shall not be held liable or responsible for any claims which may result from any actions or omissions of the Project Sponsor in which the CRA or the City of Miami participated either through review or concurrence of the Project Sponsor's actions. In reviewing, approving or rejecting any submissions by the Project Sponsor or other acts of the Project Sponsor, the CRA and the City of Miami in no way assumes or shares any responsibility or liability of the Project Sponsor or Sub -contractor under this Agreement. ARTICLE X INTENTIONALLY OMITTED ARTICLE XI DISBURSEMENT CONTINGENCY 10.1 Funding for the CRA Funds pursuant to the Disbursement Schedule is contingent on the extension of life of the Omni CRA until July 7, 2047, the securing of the necessary financing and subject to the availability of funds. ARTICLE XII SUSPENSION 11.1 The CRA may, due to an Event of Default, suspend the Project Sponsor's authority to obligate funds under this Agreement or withhold payments to the Project Sponsor, pending necessary corrective action by the Project Sponsor. 11.2 The determinations and actions described in paragraph 11.1 above maybe applied to all or any part of the activities funded pursuant to this Agreement. 11.3 The CRA will notify the Project Sponsor in writing of the type of action taken pursuant to this Article, by certified mail, return receipt requested, or by in person delivery with proof of delivery. The notification will include . the reason(s) for such action, any conditions relating to the action, and the necessary corrective action(s). ARTICLE XIII MISCELLANEOUS 12.1 Enforcement Methods. As a means of enforcing compliance with this Project, the CRA may utilize any enforcement measures as provided under the CRA Loan Documents. 12.2 Renegotiation or Modification. Modification of provisions of this Agreement shall be valid only when in writing and signed by the parties hereto. The parties agree to modify this Agreement if the CRA reasonably determines, 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. Page 22 of 44 12.3 Right to Waive. The CRA may, for good and sufficient cause, as determined by the CRA in its sole and absolute discretion, waive provisions of this Agreement or seek to obtain such waiver from an appropriate authority. Waiver requests from the Project Sponsor shall be in writing. A waiver shall not be construed to be a modification of this Agreement. 12.4 Disputes. In the event an unresolved dispute exists between the Project Sponsor and the CRA, the CRA shall refer the issue, including the views of all interested parties and the recommendation of the CRA, to the Executive Director, his designee, or such other official of the CRA who shall be authorized to exercise the authority of the Executive Director in this regard (the "Executive Director") for reasonable determination. The Executive Director will issue a determination within thirty (30) calendar days of receipt of a written request for resolution of the dispute and so advise the CRA and the Project Sponsor. In the event additional time is necessary, the Executive Director will notify the interested parties within the thirty (30) day period that additional time is necessary. The Project Sponsor agrees that the CRA Executive Director's reasonable determination shall be final and binding on all parties, subject to the CRA Board's or judicial review. 12.5 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. 12.6 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. 12.7 Notices and Contact. All notices under this Agreement shall be in writing and addressed as follows: To CRA : With Copy To: Omni Community Redevelopment Agency 1401 North Miami Ave, 2nd Floor Miami, FL 33136 Attn: Executive Director Victoria Mendez, General Counsel City of Miami, City Attorney's Office 444 S.W. 2nd Avenue Miami, FL 33130-1910 Page 23 of 44 To Project Sponsor: Copy to: 14TH STREET DEVELOPMENT, LLC 1600 NE 1st Avenue, Suite 3800 Miami, Florida 33132 Attention: Nir Shoshani, Manager Shutts & Bowen LLP 200 S. Biscayne Blvd., Suite 4100 Miami, Florida 33131 Attention: Marc D. Sarnoff, 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. 12.8 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. 12.9 Entire Agreement. This Agreement and its Exhibits and Schedules described as follows contain all the terms and conditions of the Agreement between the parties: Exhibit "A" Exhibit "B" Exhibit "C" Exhibit "D" Exhibit "E" Exhibit "F" Exhibit "G" Exhibit "H" Exhibit "I" Exhibit "J" Exhibit "K" Exhibit "L" Legal Description Form of Economic Incentive Agreement Form of Note Disbursement Agreement Intentionally Omitted Form of Mortgage Form of Covenant Form of Rent Regulatory Agreement Signage Requirements Additional Insurance Requirements Disbursement Schedule Permitted Senior Financing 12.10 Waiver of Jury Trial. Neither the Project Sponsor nor its subcontractor(s), nor any other person liable for the responsibilities, obligations, services and representations herein, nor any assignee, successor, heir or personal representative of the Project Sponsor, its subcontractors or any other person or entity shall seek a jury trial in any lawsuit, proceeding, counterclaim or any other litigation procedure based upon or arising out of this Agreement, or the dealings or the relationship between or among such persons or entities, or any of them. Neither the Project Page 24 of 44 Sponsor nor its subcontractors, nor any other person or entity will seek to consolidate any such action in which a jury trial has been waived with any other action. The provisions of this paragraph have been fully discussed by the parties hereto, and the provisions hereof shall be subject to no exceptions. Neither party to this Agreement has in any manner agreed with or represented to any other party that the provisions of this paragraph will not be fully enforced in all instances. 12.11 CRA Resolution Award. The CRA resolution making the award and decisions of the Board of the CRA ("Board") dated October 28, 2021, and supporting documents (collectively, "Award Memoranda") are hereby incorporated by reference. To the extent of any conflict between the Award Memoranda and the CRA Loan Documents and when interpreting the intent of the CRA Loan Documents, the CRA Loan Documents will control. To the extent of any conflict between the Award Memoranda, the most recent Award Memorandum controls. 12.12 Governing Law and Venue. This Agreement shall be construed and enforced pursuant to the laws of the State of Florida, excluding all principles of choice of laws, conflict of laws and comity. Any action pursuant to a dispute under this Agreement must be brought in Miami - Dade County and no other venue. All meetings to resolve said dispute, including voluntary arbitration, mediation, or other alternative dispute resolution mechanism, will take place in this venue. The parties both waive any defense that venue in Miami -Dade County is not convenient. 12.13 Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. 12.14 Costs Including Attorney's Fees. In the event litigation, arbitration, or mediation, between the parties hereto, arises out of the terms of this Agreement or any of the other Loan Documents, each party shall be responsible for its own attorney's fees, costs, charges, and expenses through the conclusion of all appellate proceedings, and including any final settlement or judgment. 12.15 The Project Sponsor's obligations pursuant to this Agreement shall be binding upon and inure to the respective heirs, personal and legal representatives, trustees and successors and assigns of the parties hereto, including each and every such party's past and present parent, subsidiary, affiliate or predecessor entities, any and all entities by which or under a name by which any party has been known or has done business, and any and all of his, hers, its and/or their respective past and present officers, commissioners, directors, principals, trustees, administrators, agents, attorneys, accountants, insurers, reinsurers, servants, employees, shareholders, members, managers, partners, heirs, and representatives. 12.16 Any references to federal regulations and programs in this Agreement and its exhibits are intended to be for illustrative purposes and not an indication that the Project is specifically subject to the cited regulations. Nonetheless, if this Agreement requires the Project Sponsor to comply with referenced federal regulations and programs, the CRA and the Project Page 25 of 44 Sponsor agree that compliance shall be required as if the Project was subject to those federal regulations and programs, unless otherwise determined by the CRA in its sole discretion. [Signature Page Follows] Page 26 of 44 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their undersigned officials as duly authorized. WITNE 1001 40.#' car Print Name: Kr ►f ,, Gy JA1 cir, Date: 2 c -Au-a' STATE OF FLORIDA ) COUNTY OF MIAMI-DADE ) PROJECT SPONSOR: 14TH STREET DEVELOPMENT, LLC, a Florida limited liabilit, company K4rt,42,z- By: Name: Nir Shoshani Title: Manager ACKNOWLEDGMENT THE FOREGOING INSTRUMENT was acknowledged before me by means of 13physical presence or O online notarization on this day of March, 2022 by Nir Shoshani, as Manager of 14th Street Development, LLC, on behalf of such limiteability company, o is perso and known to me or who produced a as identification. My Commission Expires: 04h 3/ 20)S Signature of otary Public, State of Florida ,,uf'r Ptip, Notary Public State of Florida Maria Camila Daza _ My Commission NH 118357a pd' ,p Expires 04/18►2025 � MP Printed Name of Notary Public Page 27 of 44 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their undersigned officials as duly authorized. ATTEST: Todd Hannon, _ i ' the Board Date: 3 �as/aoaa„ APPROVED AS TO IN REQUIREMENTS Ann -Ma Directo e Sh of Ri rpe k Management NCE CRA: OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("CRA") By: H. Bert Gonzalez, xec ive `ir- . tor APPROVED AS TO FORM AND CORRECTNESS: V ctoria M dez General Counsel Page 28 of 44 EXHIBIT "A" LEGAL DESCRIPTION OF THE PROPERTY: Folio 01-3136-005-1110: Lot 7 and the North 20 feet of Lot 10, Block 16, "NORTH MIAMI", (also known as ROBBINS, GRAHAM AND CHILLINGSWORTH SUBDIVISION) according to the plat thereof, as recorded in Plat Book "A", Page 491/2, of the Public Records of Miami -Dade County, Florida, less the West 10 feet of said Lot 7 and further less the West 10 feet of the North 20 feet of said Lot 10, Block 16. Folio 01-3136-005-1060: Lot 2, Block 16, Robbins -Graham & Chillingsworth, also known as North Miami, less the West 10 feet thereof, according to the plat thereof, as recorded in Plat Book A, Page 491 , of the Public Records of Miami -Dade County, Florida. Folios 01-3136-005-1070 and 01-3136-005-1090: Lots 3 and 6 in Block 16, of ROBBINS, GRAHAM, & CHILLINGSWORTH'S SUBDIVISION, according to the Plat thereof, as recorded in Plat Book "A" at Page 49 1/2, of the Public Records of Miami -Dade County, Florida, less the West 10 feet thereof. Folios 01-3136-005-1130; 01-3136-005-1140; 01-3136-005-1150; 01-3136-005-1151; 01-3136- 005-1180: Lots 5, 8, 9 and 12 in Block 16, of ROBBINS, GRAHAM & CHILLINGWORTH'S SUBDIVISION, of the South 1/2 of the South 1/2 of the Northeast 1/2 of the Southeast 1/ of the Northeast 1/ of Section 36, Township 53 South, Range 41 East; the same being commonly known as "North Miami", according to the Plat thereof, as recorded in Plat Book "A", at Page 49 1/2, of the Public Records of Miami -Dade County, Florida. Page 29 of 44 EXHIBIT "B" FORM OF ECONOMIC INCENTIVE AGREEMENT Page 30 of 44 EXHIBIT "C" FORM OF NOTE Page 31 of 44 EXHIBIT "D" DISBURSEMENT AGREEMENT Page 32 of 44 EXHIBIT "E" INTENTIONALLY OMITTED Page 33 of 44 EXHIBIT "F" FORM OF MORTGAGE Page 34 of 44 EXHIBIT "G" FORM OF COVENANT Page 35 of 44 EXHIBIT "H" RENT REGULATORY AGREEMENT Page 36 of 44 EXHIBIT "I" SIGNAGE REQUIREMENTS Page 37 of 44 EXHIBIT "J" INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE-14th STREET DEVELOPMENT, LLC I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $1,000,000 B. Endorsements Required City of Miami and OMNI CRA listed as an additional insured Contingent and Contractual Liability Premises and Operations Liability Explosion, Collapse and Underground Hazard Primary Insurance Clause Endorsement II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami and OMNI CRA listed as an additional insured Page 38 of 44 III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation Employer's Liability A. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit IV. Umbrella Policy (Excess Follow Form) A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $ 1,000,000 Aggregate $ 1,000,000 City of Miami & OMNI CRA listed as an additional insured. Coverage is excess follow form over the general liability and auto policies. V. Builders' Risk (if applicable) Causes of Loss: All Risk -Specific Coverage Project Location Valuation: Replacement Cost Deductible: $10,000 All other Perils 5% maximum on Wind/Hail and Flood City of Miami & OMNI CRA listed as loss payees Page 39 of 44 The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change, or in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE -CONSTRUCTION REQUIREMENTS 14TH STREET DEVELOPMENT, LLC I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $1,000,000 B. Endorsements Required City of Miami and OMNI CRA listed as an additional insured Contingent and Contractual Liability Premises and Operations Liability Explosion, Collapse and Underground Hazard Primary Insurance Clause Endorsement Completed Operations extended for 3 years IV. 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 Page 40 of 44 B. Endorsements Required City of Miami and OMNI CRA listed as an additional insured V. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation Employer's Liability B. 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 V. Umbrella Policy (Excess Follow Form) B. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $ 15,000,000 Aggregate $ 15,000,000 City of Miami & OMNI CRA listed as an additional insured. Coverage is excess follow form over the general liability and auto policies. VI. Payment and Performance Bond City & OMNI CRA listed as Obligees $ TBD Page 41 of 44 VII. Builders' Risk Causes of Loss: All Risk -Specific Coverage Project Location Valuation: Replacement Cost Deductible: $10,000 All other Perils 5% maximum on Wind/Hail and Flood City of Miami & OMNI CRA listed as loss payees The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change, or in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. Page 42 of 44 EXHIBIT "K" DISBURSEMENT SCHEDULE DISBURSEMENT SCHEDULE* Disbursement Date Percent Amount l Upon Execution of the Grant Agreement and all Grant Documents and within Thirty (30) days of the CRA Receiving Sufficient Proceeds Identified to Fund the Grant 50% $ 7,500,000.00 2 Upon issuance of Phase Permit or Master Building Permit, whichever comes first 50% $ 7,500,000.00 Total 100% $ 15,000,000.00 *No CRA Funds shall be disbursed until the expiration of the life of the CRA is extended to July 7, 2047. Page 43 of 44 2303Q EXHIBIT "L" PERMITTED SENIOR FINANCING 1. Any loan or indebtedness to the Borrower from any third -party, institutional lender, provided that the CRA will not subordinate its loan documents beyond a 3rd priority lien to any Senior Loan. Page 44 of 44