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HomeMy WebLinkAbout26215AGREEMENT INFORMATION AGREEMENT NUMBER 26215 NAME/TYPE OF AGREEMENT 2901 WYNWOOD, LLC DESCRIPTION ARPA LOAN AGREEMENT/NEW CONSTRUCTION OF RENTAL PROJECT/MATTER ID: 24-7/#76 EFFECTIVE DATE June 24, 2026 ATTESTED BY TODD B. HANNON ATTESTED DATE 6/24/2026 DATE RECEIVED FROM ISSUING DEPT. 7/15/2026 NOTE 0'5 ARPA LOAN AGREEMENT FOR 2901 WYNWOOD, LLC This American Rescue Plan Act of 2021 ("ARPA") Loan Agreement (this "Loan Agreement" or "Agreement") for View 29 is dated as of this a Y day of June, 2026, by and between the CITY OF MIAMI, a municipal corporation of the State of Florida (hereinafter the "City" or "Lender"), and 2901 WYNWOOD, LLC, a Florida limited liability company (hereinafter the "Project Sponsor" or "Borrower" or "Subrecipient"). Lender and Borrower are sometimes jointly referred to as "Parties." FUNDING SOURCE: United States Department of the Treasury, through its final rule, 31 CFR Part 35, that implements the Coronavirus State Fiscal and Local Fiscal Recovery Funds established under the American Rescue Plan Act of 2021 AMOUNT: Two Million Seven Hundred Fifty Thousand and 00/100 Dollars ($2,750,000.00) in ARPA funds RESOLUTION: The City of Miami Housing and Commercial Loan Committee approval on December 19, 2023, and as amended on September 20, 2024, and on March 25, 2026, May 6, 2026, and on July 15, 2026. PROJECT NAME: View 29 PROJECT TYPE: New Construction of a' Rental Project PROJECT SPONSOR: 2901 Wynwood, LLC, a Florida limited liability company LAND OWNER: New Urban Development LLC TERM OF THE AGREEMENT: See Section 1.19 AFFORDABILITY PERIOD: Thirty (30) years commencing from the Close -Out of the 1 Project ARPA ASSISTED UNITS: Thirty-six (36) of the Affordable Units shall be ARPA Assisted Units for eligible individuals; Ten (10) of the, ARPA Assisted Units shall be allocated for Very --Low' Income Households; Twenty -Six (26) of the ARPA Assisted•-- Units shall be allocated for Low -Income Households: PROPERTY ADDRESS: 2901 NW 2nd Avenue, Miami Florida 33127 (Folio Number: 01-3125-028-0510) ORACLE NUMBER: Page 1 of 43 IDIS NUMBER: EXHIBITS ATTACHED: Exhibit "A" Exhibit "B" Exhibit "C" Exhibit "D" Exhibit "E" Exhibit "F" Exhibit "G" Exhibit "H" Exhibit "I" Exhibit "J" Exhibit "K" Exhibit "N" Schedule A Legal Description Scope of Work /Project Schedule Budget Form of Disbursement Agreement Affirmative Marketing Procedures and Responsibilities Form of Mortgage and Security Agreement Form of Declaration of Restrictive Covenants Form of Rent Regulatory Agreement Signage Requirements Additional Insurance Requirements Anti -Human Trafficking Affidavit ARPA Consultant Approval Schedule of Permitted Senior Financing RECITALS WHEREAS, the Project Sponsor is the developer of the real property described in Exhibit "A." The Project Sponsor is constructing an affordable housing project that will be known as View 29 that will increase the supply of rental housing units including units for Extremely Low, and Low Income Individuals and Households, by providing additional affordable rental units. WHEREAS, on December 19, 2023 and as amended on September 20, 2024, and on March 25, 2026, and on May 6, 2026, and on July 15, 2026, the City's Housing and Commercial Loan Committee ("HCLC") approved an allocation of ARPA funds in the amount of $2,750,000.00 and an allocation of Home Investment Partnership ("HOME") funds in the amount of $1,500,000.00 to Project Sponsor for the Project's hard construction costs; and WHEREAS, the City and the Project Sponsor intend and agree that the ARPA Funds be subject to the terms and conditions of this Agreement. NOW THEREFORE, in consideration of the mutual covenants and obligations herein contained, and subject to the terms and conditions hereinafter stated, the Parties 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: Page 2 of 43 1.1 Affordability Period: 1.2 Affordable: 1.3 Close -Out of the Project: 1.4 Contract Records: The period of time that the Assisted Units must remain Affordable, in compliance with 31 CFR Part 35. The Affordability Period for this Project will be thirty (30) years, commencing on the Close -Out of the Project. A project or unit that satisfies the affordability requirements set forth in this Loan Agreement, the Covenant, and the Rent Regulatory Agreement. The date on which the Project has satisfied all of the requirements as required by the City's Finance Department, and the Project has obtained all of the required Certificate(s) of Occupancy and all ARPA Assisted Units have been leased to eligible tenants. Any and all books, records, documents, information, data, papers, letters, materials, electronic storage data and media, whether written, printed, computerized, electronic or electrical, however collected or preserved which are or were produced, developed, maintained, completed, received or compiled by or at the direction of the Project Sponsor or any Project contractor or subcontractor relating to the use of the ARPA Funds in carrying out the duties and obligations required by the terms of this Agreement, including, but not limited to, financial books and records, ledgers, drawings, maps, pamphlets, designs, electronic tapes, computer drives and diskettes or surveys. 1.5 Effective Date: The date on which the Agreement has been signed by the City Manager and attested to by the City Clerk. 1.6 ARPA: 1.7 HUD: United States Depai tiiient of the Treasury's final rule, 31 CFR Part 35, that implements the Coronavirus State Fiscal and Local Fiscal Recovery Funds established under the American Rescue Plan Act of 2021 The United States Department of Housing and Urban..`_' Development. 1.8 ARPA Assisted Units, or Assisted Units: Thirty -Six (36) of the Project's total One Hundred Sixteen (116) residential apartment units, will be Page 3 of 43 1.9 ARPA Loan Documents, or Loan Documents: 1.10 ARPA Funds, or, the Loan: 1.11 ARPA Program: 1.12 ARPA Requirements: 1.13 Legal Requirements: 1.14 Low -Income Household: ARPA Assisted Units or Affordable units for households/individuals. Ten (10) of the ARPA Assisted Units shall be allocated for Very -Low Income Households; Twenty -Six (26) of the ARPA Assisted Units shall be allocated for Low -Income Households. The payable rents on the ARPA Assisted Units are subject to the Covenant and the Rent Regulatory Agreement. Further restrictions apply to the ARPA Assisted Units as provided in and this Agreement, the Covenant, the other ARPA Loan Documents and the Legal Requirements, as applicable. The ARPA Assisted Units shall remain Affordable throughout the Affordability Period. This Agreement and all other documents that may now or hereafter evidence or secure the loaned ARPA Funds together with other documents executed in connection therewith or presented by the Project Sponsor to the City in connection therewith. or herewith, including but not limited to Exhibits D, F, G, H, and the Note, and all amendments, extensions and renewals to any of the foregoing. The loan in the amount of Two Million Seven Hundred Fifty Thousand and 00/100 dollars ($2,750,000.00) from the City to the Project Sponsor for the Project's construction. United States Department of the Treasury's final rule, 31 CFR Part 35, that implements the Coronavirus State Fiscal and Local Fiscal Recovery Funds established under the American Rescue Plan Act of 2021. The requirements contained in this Agreement, 31 CFR Part 35 and any other requirements imposed by the City. All federal, state and local laws, regulations and requirements relating or pertaining to the ARPA Loan and/or the Project, and any requirements imposed by the City. Annual income does not exceed sixty percent (60%) of the median income for the area, as determined by Page 4 of 43 1.15 Very -Low Income Household: 1.16 Project: 1.17 Property: HUD with adjustments and certain exceptions as provided in 31 CFR Part 35. Annual income does not exceed fifty percent (50%) of the median income for the area, as determined by HUD, with adjustments and certain exceptions as provided in 31 CFR Part 35. View 29 is new construction consisting of a 12-floor residential building located at 2901 NW 2nd Avenue Miami, Florida 33127. The project will have a total of one hundred sixteen (116) units. Thirty-six (36) Affordable ARPA Assisted Units shall be occupied by eligible tenants, as described herein, and shall be comprised of ten (10) one bedroom/one bathroom apartment units, twenty-six (26) two-bedroom/one- bathroom apartment units. The building on the Property shall be constructed in accordance with the Project Schedule/Scope of Work and the plans and specifications, attached hereto and incorporated herein as Exhibit "B", that will provide affordable housing opportunities in accordance with HUD income guidelines. The real property, together with other real property, and all improvements thereon, located at 2901 NW 2nd Avenue Miami, Florida 33127, in the County of Miami -Dade, State of Florida, on which the Project is being constructed, as legally described in Exhibit "A," attached hereto and incorporated herein. 1.18 Permitted Senior Financing: See Section 5.17. 1.19 Term: 1.20 The Covenant: 1.21 Treasury: The period commencing on the Effective Date hereof and ending at the expiration of the Affordability Period, unless this Agreement is terminated sooner as provided for herein. A Declaration of Restrictive Covenants recorded in the Public Records of Miami -Dade County, Florida to ensure that the ARPA Assisted Units will qualify and remain Affordable during the Affordability Period. United States Department of the Treasury Page 5 of 43 1.22 Rent Regulatory Agreement: See Exhibit "H" 1.23 The Note: The Promissory Note of even date herewith evidencing the Loan, executed by the Project Sponsor in favor of the City. 1.24 The Mortgage The Leasehold Mortgage and Security Agreement collateralizing the Loan, executed by the Project Sponsor, a copy of which is attached hereto and incorporated herein as Exhibit "F." 1.25 Investor Members: Collectively, Red Stone — Fund 47, LLC, a Delaware limited liability company, Red Stone Equity Manager, LLC, a Delaware limited liability company, or the designee of each, and their permitted successors and assigns. 1.26 Permitted Subordinate Financing: The loan(s) specified to be subordinate to the Loan as seen in Schedule A, attached hereto and incorporated herein. ARTICLE II ARPA FUNDS Upon satisfaction of all conditions set forth herein, the City has disbursed or shall disburse the ARPA Funds to the Project Sponsor for the purposes herein set forth. 2.1 Use of Funds. The View 29 Project is a new construction consisting of a 12-floor residential building located approximately at 2901 NW 2nd Avenue Miami, Florida 33127. The Project consists of a total of one hundred sixteen (116) units. Thirty-six (36) units will be ARPA Assisted Units which shall be occupied by Very Low -Income and Low -Income Households for a period of thirty (30) years, commencing at the Close -Out of the Project. The ARPA Funds shall be used for certain development costs and for constructioii hard costs of the Project, in accordance with the Scope of Work/Project Schedule attached hereto aiid incorporated herein as Exhibit "B" and the Budget attached hereto and incorporated herein "as Exhibit "C." 2.2 Disbursement. The ARPA 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, which is entered into by the City and the Project Sponsor (the "Disbursement Agreement") and is attached hereto and incorporated herein as Exhibit "D". The Project Sponsor shall not request disbursement of such Funds until such Funds are needed for payment of eligible costs. The amount of each request for disbursement must be Page 6 of 43 limited to the amount needed for the payment of eligible costs. The Project Sponsor agrees and affirms that any expenditure of the ARPA Funds will be in compliance with the requirements of 31 CFR 35. Project Sponsor acknowledges and affirms that Ten Thousand and 00/100 Dollars ($10,000.00) of the ARPA Funds was awarded to the Project for, and may be used by the City to cover, certain costs incurred by the City in connection with the Project. 2.3 Repayment of ARPA Funds. Repayment by the Project Sponsor of principal, accrued interest, and other costs and charges set forth in the ARPA, Loan Documents shall be repaid as follows: A. Absent an Event of Default, payment of principal, and interest set forth in the Loan Documents shall not be required throughout the Affordability Period, however, commencing upon Close -Out of the Project and continuing until the expiration of the Affordability Period, interest on the MFE Funds outstanding shall accrue at the rate of zero percent (0%) per annum. The principal and any accrued interest will be deferred to the end of the thirty (30)-year Affordability Period, at which time the principal and accrued interest are due and payable, unless payable sooner upon acceleration as provided herein, provided, however, that the outstanding principal balance and any accrued and unpaid interest may be forgiven, in the City's sole and absolute discretion, in full upon the expiration of the Affordability Period and so long as Borrower has complied with all terms and conditions of the Loan Documents and no Event of Default has occurred and is continuing. Payment or reimbursement of the City's expenses as provided in Section 7.1 hereof shall not be deferred. B. The Project Sponsor shall not agree to any transaction or agreement that will create additional mandatory superior payments without the City's prior written approval other than the Permitted Senior Financing as set forth on Schedule "A" attached hereto and made a part hereof. C. Notwithstanding any provision herein to the contrary, in the event that the Project Sponsor shall: (i) Meet all of its obligations hereunder and under all of the ARPA Loan Documents executed in connection herewith; (ii) Commence construction of the Project within six (6) months from the Effective Date of this Agreement; (iii) Obtain all required certificates of occupancy for the Project, within eighteen (18) months from the Effective Date; (iv) Rent thirty-six (36) ARPA Assisted Units to Low -Income and Very Low - Income Households in accordance with the requirements of this Agreement, within twelve (12) months after the issuance of certificates of occupancy for the Project, but in no event later than thirty (30) months from the Effective Date Page 7 of 43 (v) Throughout the Affordability Period, rent the ARPA Assisted Units to Low - Income Households and Very Low Income Households in accordance with the requirements of this Agreement, the Covenant, the Rent Regulatory Agreement and the other ARPA Loan Documents; and (vi) Throughout the Affordability Period, comply with all applicable ARPA Requirements and all applicable requirements hereof and in the other ARPA Loan Documents; then, in such event, the City may, in its sole and absolute discretion, cancel all remaining indebtedness on the Loan, cancel the ARPA Note (and deliver, or cause to be delivered, the cancelled original ARPA Note to the Project Sponsor), and satisfy the Mortgage (and prepare and record a satisfaction of the Mortgage in the Public Records of Miami -Dade County, Florida). D. Notwithstanding any provision herein to the contrary, the amount of the ARPA Funds disbursed hereunder, together with all interest accrued thereon, shall become due and payable upon the occurrence of an Event of Default as described in Article VII below and the continuance of such Event of Default beyond the applicable cure period, if any. ARTICLE III DISBURSEMENT REQUIREMENTS 3.1 CONDITIONS OF DISBURSEMENT OF ARPA FUNDS. The City shall not be obligated to disburse the ARPA 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, the Project Sponsor's estate in the Property, together with copies of all instruments which appear as exceptions therein. The title commitment and policy shall be issued without exceptions, except for those exceptions permitted by the City, and shall include such affirmative coverage as the City shall require. 3.1.2 Survey. An original current survey of the Property made by a registered surveyor satisfactory to the City and the title company and containing such certifications as the City and the title company may require. 3.1.3 Zoning. Evidence that the Property and the proposed improvements comply with all applicable zoning ordinances. Page 8 of 43 3.1.4 ARPA Program. Evidence of the Project Sponsor's satisfactory compliance with all of the applicable requirements of the ARPA Program, pursuant to 31 CFR Part 35, as hereinafter detailed. 3.1.5 Corporate Documents. (a) The operating agreement, or its equivalent, and a status certificate for the Project Sponsor and its Manager, certified by the appropriate governmental authority. (b) Resolutions, and incumbency certificates, or, in the case of a limited liability company, their equivalent, for the Project Sponsor and its Manager certified by the Corporate Secretary or other authorized signer, authorizing the consummation of the transactions contemplated hereby, all satisfactory to the City. (c) Evidence satisfactory to the City that Project Sponsor or any member of such entity, is qualified to receive funds under the ARPA Program in accordance with the accordance with the ARPA Requirements. As of the date of this Agreement the Project Sponsor is in compliance with this requirement. 3.1.6 Insurance Policies. The Project Sponsor shall be required to obtain and furnish evidence of insurance coverage the City may require during the Term of this Agreement, including, but not limited to that described on Exhibit "J" attached hereto and made a part hereof. All such policies shall provide the City with a 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 ofthe specified insurance coverage and a letter of credit, in a form acceptable to the City in its sole and absolute discretion, fourteen (14) calendar days prior to the start of Project shall delay the disbursement of the ARPA Funds. 3.1.7 Operative Documents. This Agreement, the Covenant, the other ARPA Loan Documents, and all other ARPA Documents, duly and lawfully executed by the Project Sponsor and in recordable form, where appropriate. 3.1.8 Appraisal. A current appraisal of the Property made by a member of the American Institute of Real Estate Appraisers. 3.1.9 List of Contractors and Subcontractors. A list of all of the Project Sponsor's subcontractors and contractors as of the date of execution of this Agreement, and copies of all contracts in excess of $100,000 for the performance of services or the supply of materials in connection with the Project to be funded pursuant to this Agreement. Page 9 of 43 3.1.10 Compliance with ARPA Requirements. All other documents required by the ARPA Program evidencing compliance with ARPA Requirements. 3.1.11 Firm Commitments for Construction Financing. Evidence of firm commitments for a construction/permanent loan(s) as provided for in the Budget, attached hereto as Exhibit "C" and made a part hereof. 3.1.12 Evaluation of Project Costs. The evaluation of the Project's costs as prepared by an independent engineer/general contractor, engaged by the Project Sponsor, that supports the total projected construction costs of the Project. 3.1.13 First Source Hiring Agreement. N/A 3.1.14 Historic Preservation Review. N/A 3.1.15 Environmental Report. The Project Sponsor shall submit all information requested by the City with respect to the Project including, but not limited to, a current Phase I Environmental Assessment Report in a form acceptable to the City. In the avoidance of doubt, Project construction must not commence, nor will any ARPA Funds be advanced or disbursed, nor are any costs to be incurred, until satisfactory completion of Phase I Environmental Assessment Report in a form acceptable to the City. 3.1.16 Audit Report. The Project Sponsor shall submit audit reports, as are required herein, to the City. 3.1.17 Personnel Policies and Administrative Procedure Manuals. The Project Sponsor shall submit detailed documents describing the Project Sponsor's internal organizational structure, property management and procurement policies and procedures, personnel management, accounting policies and procedures, etc. Such information shall be submitted to the City within thirty (30) days of the execution of this Agreement and prior to the disbursement of any funds hereunder. 3.1.18 Certificate Regarding Lobbying. Such Certificate Regarding Lobbying as may be requested by the City. 3.1.19 Certificate Regarding Debarment, Suspension, and Other Responsibility Matters. Such Certificate Regarding Debarment, Suspension and Other Responsibility Matters as may be requested by the City. 3.1.20 Public Entity Crime Affidavit. Such Public Entity Crime Affidavit as may be required by the City. 3.1.21 Environmental Clearance: See section 3.1.15. Page 10 of 43 3.1.22 Anti -Human Trafficking. The Project Sponsor confirms and certifies that it is not in violation of Section 787.06, Florida Statutes, and that it does not and shall not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes. The Property Owner shall execute and submit to the City an Affidavit, of even date herewith, in compliance with Section 787.06(13), Florida Statutes, attached an incorporated herein as Exhibit "K". If the Project Sponsor fails to comply with the terms of this Section, the City may suspend or terminate this Agreement immediately, without prior notice, and in no event shall the City be liable to Project Sponsor for any additional compensation or for any consequential or incidental damages. 3.1.23 All other documents required by the City. 3.1.24 The Project Sponsor shall be in full compliance with the requirements of previously funded City projects that are either under construction or in their affordability periods, including, but not limited to, the requirements of applicable Office of Management and Budget ("OMB") Circular(s) and any other reporting and insurance requirements imposed by the City for those projects. ARTICLE IV ARPA PROGRAM REQUIREMENTS The Project Sponsor shall comply with all applicable requirements of ARPA including, but not limited to, the following ARPA Requirements: 4.1 GENERAL. 4.1.1 The Project Sponsor shall maintain current documentation that its activities qualify under the ARPA Requirements. 4.1.2 The Project Sponsor shall ensure that any expenditure of the ARPA Funds will be in compliance with the requirements of 31 CFR Part 35. 4.1.3 The Project Sponsor shall comply with all the non-discrimination requirements of 31 CFR §35.6. 4.1.4 The Project Sponsor shall comply with the affirmative marketing requirements specified in Exhibit "E" attached hereto and incorporated herein; further the Project Sponsor shall annually report to the City on all actions taken to comply with said requirements as same are specified in Exhibit "E". 4.1.5 The Project Sponsor shall comply with all applicable provisions of 31 CFR Part 35, including, but not limited to: (i) all applicable displacement, relocation and acquisition requirements; (ii) ARPA conflict of interest provisions, in addition to the conflict of interest provisions specified under Page 11 of 43 Section 6.7 of this Agreement; and (iii) shall carry out each Project activity in compliance with all other applicable Federal laws and regulations. 4.1.6 The Project Sponsor shall ensure that, upon Close -Out of the Project and throughout the Affordability Period, the Project meets the same property standards contained in 24 CFR §92.251 and the lead -based paint requirements of 24 CFR §92.355 and 24 CFR Part 35, subparts A, B, J, K, M and R. 4.1.7 Throughout the Affordability Period the Project Sponsor shall comply with all Project housing quality standards imposed by the City. 4.1.8 The Project Sponsor agrees that throughout the Affordability Period, Rents and tenant incomes for the ARPA Assisted Units shall be monitored by the City. 4.1.9 The Project Sponsor shall comply with all applicable labor requirements pursuant to federal, state, and local laws, rules, and regulations. 4.1.10 Attendance at citizen participation committees/meetings, provided the Project Sponsor is provided reasonable notice of such committees/meetings. 4.1.11 The Project Sponsor shall, to the greatest extent possible, give Low -Income residents opportunities for training and employment. 4.1.12 The Project Sponsor shall ensure that the selection of eligible tenants to occupy the ARPA Assisted Units shall be from the results of a tenant lottery and comply with the requirements of the City of Miami Resident Preference Ordinance, as described in Section 12.6 of this Agreement. 4.1.13 The Project Sponsor shall ensure and maintain documentation that conclusively demonstrates that each activity assisted in whole or in part with ARPA Funds is an eligible activity under ARPA 4.2 REAL PROPERTY. 4.2.1 Any real property that was acquired or improved in whole or in part with ARPA Funds received from the City shall be either: (a) Used to complete one of the ARPA eligible activities as required by and defined in 31 CFR Part 35 for such period of time as determined by the City, in its sole and absolute discretion, based on the eligible activity. (b) If not used in accordance with paragraph (a) above, then that shall constitute an Event of Default and Project Sponsor shall pay to the City an amount equal Page 12 of 43 to the amount of ARPA Funds disbursed at the time of default plus accrued interest from the time of the default. 4.2.2 All real property purchased in whole or in part with funds for this Agreement 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 ARPA activity that will be completed. If the property was improved, the records shall describe the programmatic purpose for which the improvements were made and identify the ARPA 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. (b) (c) 2) Intangible. All personal property having no physical existence such as patents, inventions and copyrights. Non -expendable Personal Property. Tangible personal property of a non- consumable nature, with a value of $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. Expendable Personal Property. All tangible personal property other than non -expendable property. 4.3.2 Requirements. The Project Sponsor shall comply with the non -expendable personal property requirements stated below: (a) All non -expendable personal property purchased in whole or in part with funds from this and previous contracts with the City shall be listed in the property records of the Project Sponsor and shall include: a description of the property; location; model number; manufacturer's serial number; date of acquisition; funding source; unit cost; property inventory number; information on its condition; and information on the transfer, replacement, or disposition of the Property. Page 13 of 43 (b) All non -expendable personal property purchased in whole or in part with funds from this and previous contracts with the City shall be inventoried annually by the Project Sponsor 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 general contractors 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, subject to the terms of the subordination agreements, dated on or about the date hereof, to which both Borrower and City are parties (collectively, "Subordination Agreement"). 4.5 GENERAL CONTRACTORS, SUBCONTRACTS, AND ASSIGNMENTS. 4.5.1 The Project Sponsor shall ensure that all Project general contractors and subcontracts and assignments: Identify the full, correct, and legal name of all parties; Describe the activities to be performed; Present a complete and accurate breakdown of its price component; (d) Incorporate a provision requiring compliance with all applicable regulatory and other requirements of this Agreement, and with any other conditions and/or approvals that the City may deem necessary. The requirements of this subparagraph apply to general contractors and 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. Page 14 of 43 4.5.2 The Project Sponsor shall incorporate in all consultant contracts and other contracts with general contractors and subcontractors 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 contract." 4.5.3 The Project Sponsor shall be responsible for monitoring the contractual performance of all subcontractors and general 'contractors. 4.5.4 The Project Sponsor shall submit to the City for its review and confirmation any contract with general contractors or subcontractors engaging any party who agrees to carry out any substantive programmatic activities, to ensure its compliance with the requirements of this Agreement. The City's review and confirmation shall be obtained prior to the release of any ARPA funds for the Project Sponsor's subcontractor(s) and general contractor(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 contract with subcontractors or general contractors 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 general contractors and subcontractors shall comply with the Davis -Bacon Act, Chapter 18/Article X of the Code of the City of Miami, Florida, as amended ("City Code"), entitled "Finance/Living Wage Requirements for Service Contracts and City Employees", 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 31 C.F.R. Part 35) and any other applicable laws, ordinances and regulations. 4.5.8 If the City requests it, the Project Sponsor shall submit to the City, for written prior approval, all proposed Solicitation Notices, Invitations for Bids, and Requests for Proposals. Page 15 of 43 4.6 REPORTING OBLIGATIONS. 4.6.1 The Project Sponsor shall submit the following as required by the City: 4.6.1.1 Progress Reports. The Project Sponsor shall submit status reports and projected completion dates to describe the progress made by the Project Sponsor in achieving each of the objectives identified in Exhibit "B" attached hereto. 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. 4.6.1.2 Inventory Report. The Project Sponsor shall furnish such reports on the Project real property, as specified in Paragraph 4.2 hereof, as may be requested by the City. 4.6.13 Affirmative Action Plan. The Project Sponsor shall report to the City such information relative to the equality of Project employment opportunities as and when requested by the City. 4.6.1.4 Assurance of Compliance with Section 504 of the Rehabilitation Act. The Project Sponsor shall report on its compliance with Section 504 of the Rehabilitation Act, whenever requested by the 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" attached hereto. 4.6.1.6 List of Subcontractors. The Project Sponsor shall provide a list of all Project contractors and subcontractors, and copies of all contracts in excess of $10,000 for the performance of services or the supply of materials in connection with the Project and to be funded pursuant to the terms and conditions of the Regulatory Agreement and this Agreement. 4.6.1.7 Previously Funded City Projects. The Project Sponsor shall comply with (i) all applicable reporting requirements relating to the Project Sponsor's previously funded City projects which are under construction or in the Affordability Period, including, without limiting the foregoing, OMB A-133; and (ii) all applicable insurance requirements relating to such other previously funded projects of the Project Sponsor. 4.6.1.8. Audits, Other Information and Records. Page 16 of 43 (i) The Project Sponsor shall submit to the City an audit conducted by an independent certified public accountant or firm of independent certified public accountants in accordance with generally accepted auditing standards, including audited financial statements and a report on compliance with laws and regulations based on the audit of financial statements. Two copies of each such audit must be delivered to the City no later than six (6) months following the end of each Project Sponsor fiscal year. Each such audited financial statement is to be for the twelve (12) months ending December 31 and shall include: a. Comparative Balance Sheet with prior year and current year balances; b. Statement of revenue and expenses; c. Statement of changes in fund balances or equity; d. Statement of cash flows; and e. Notes The financial statements shall be accompanied by a certification of the Project Sponsor as to the accuracy of such financial statements. A late fee of $500.00 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, within thirty (30) days of a request by the City, unaudited financial statements of the Project Sponsor, certified by the Project Sponsor's principal financial or accounting officer, covering such financial matters as the City may request, including without limitation, monthly statements with respect to the Project. (ii) The Project Sponsor shall establish and maintain sufficient records to enable the City to determine whether the Project Sponsor has met requirements of ARPA and this Agreement. The Project Sponsor shall maintain all Contract Records in accordance with generally accepted accounting principles, procedures, and practices, which records shall sufficiently and properly reflect all revenues and expenditures of funds Page 17 of 43 provided directly or indirectly by the City pursuant to the terms of this Agreement. (iii) The Project Sponsor shall ensure that the Contract Records shall be at all times subject to and available for full access and review, inspection or audit by the City and federal personnel and any other personnel duly authorized by the City. (iv) The Project Sponsor shall include in all Project contracts with subcontractors or general contractors, each of the record keeping and audit requirements detailed in this Agreement. The City shall in its sole discretion determine when services are subject to the audit and recordkeeping requirements described above. The Project Sponsor shall submit to the City all reports described in this Section 4.6, and all other reports that the City may reasonably require, in such form, manner and frequency as the City may require to monitor the progress of the Project and the Project Sponsor's performance and compliance with this Agreement, the Rent Regulatory Agreement, the other ARPA Loan Documents and all Legal Requirements. 4.6.1.9 Affordability Report. On February 1 (or on such other date that the City shall authorize in writing) of each year during the Affordability Period, the Project Sponsor shall provide a report describing the previous year's compliance with the affordability requirements set forth herein. The Affordability Report shall be accompanied by such substantiating documentation as the City shall request. 4.6.2 Federal, State and County Laws and Regulations. 4.6.2.1 The Project Sponsor shall comply with all applicable provisions of federal, state, county and City laws, regulations, rules and administrative requirements, such as OMB Circular No. A-122, OMB Circular No. A-110, OMB Circular No. A-21, and OMB Circular No. A-133, which are incorporated herein by reference, as they may be revised from time to time. 4.6.2.2 The Project Sponsor shall comply with all applicable federal laws and regulations such as: 31 CFR Part 35, as may be amended from time to time; 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 Page 18 of 43 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. 4.7 DE -OBLIGATION. The City may, in its sole discretion, de -obligate the ARPA Funds from the Project and Project Sponsor, if by no later than twelve (12) months from the Effective Date, the Borrower has failed to obtain all funding commitments represented to HCLC or Project Sponsor has not complied with the other timelines/benchmarks set forth in section 6.1. 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 ARPA Funds, and to own, operate and develop the Project. Project Sponsor shall maintain its existence as a limited liability company and authority to conduct its business under the laws of the State of Florida and the City. The Project shall comply with all applicable ARPA Requirements, as may be amended form time to time. 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, settlement disclosure, schedules, and all other documents furnished to the City in accordance with the ARPA Program, this Agreement, and/or the other ARPA Loan Documents, are true and correct in all material respects as of the date of this Agreement 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. Page 19 of 43 5.3 Absence of Proceedings, Actions and Judgments. As of the date of this Agreement, 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 ARPA 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 ARPA Loan Documents regardless of the giving of notice or the passage of time or both. There are no outstanding or unpaid judgments or arbitration awards against the Project Sponsor. 5.4 Non -Default. The Project Sponsor is not in default or violation with respect to any Legal Requirement, nor is it in default under or in material breach of any instrument or agreement to which it is a party or by which it otherwise may be bound. The execution and delivery of this Agreement and the other ARPA Documents, the consummation of the other transactions contemplated hereby, and the ownership and development of the Project as contemplated hereby and by the other ARPA Documents: (i) to the best of the Project Sponsor's knowledge, 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 ARPA Loan Documents, when executed and delivered, shall constitute the duly authorized, legal, valid and binding obligations of the Project Sponsor and will be enforceable in accordance with their respective terms. 5.6 Marketable Title. The Project Sponsor has good and marketable leasehold title to the Property, subject only to: (a) the exceptions and other matters set forth in that certain Title Insurance Commitment (Order Number 10741637) issued by Fidelity National Title Insurance Company, effective as of [January 7, 2026, at 11:00 pm], as endorsed. (collectively, the "Title Commitment and Exceptions"); (b) any commercial space master lease and any subleases thereunder; and (c) from time to time, the granting of utility and similar easements on a non- material portion of the Property to utility and similar service providers for the installation and maintenance of utility and similar service equipment and components. 5.7 Compliance. The completion and use of the Project in accordance with the Scope of Work will comply fully with all Legal Requirements, and with all limitations on the use of the Project, or any other condition, grant, easement, covenant, or restriction, whether recorded or not. All necessary approvals, permits and licenses for the construction, operation, and use of the Project have been unconditionally obtained and are in full force and effect, or if the present state of construction of the Project does not allow such issuance, then such approvals, permits and licenses will be issued when the Project is completed. 5.8 Encroachments. When completed in accordance with the Scope of Work, the Project will not encroach upon any building line, setback line, side yard line or other recorded or visible easements or other easements of which the Project Sponsor is aware which exists (or which Page 20 of 43 the Project Sponsor has reason to believe may exist) with respect to the Project other than set forth in the Title Commitment and Exceptions. 5.9 Scope of Work. The Scope of Work is complete in all respects, and contains all details requisite for the Project which, when built and equipped in accordance therewith, shall be ready for the intended use and occupancy thereof. 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 in writing by the City, which, for avoidance of doubt (and which the City hereby acknowledges and agrees), are limited to the leases for the rental of each ARPA Assisted Unit each which may be entered into from time to time and any commercial space master lease and any subleases thereunder. 5.11 Pending Assessments. The Project Sponsor has no knowledge of any pending or proposed governmental action that would impair the operation or value of the Project or result in a special assessment against the Project. 5.12 Project. Waste. The Project Sponsor shall not commit or suffer waste or negligence on the 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 ARPA Program, the negotiation of this Agreement and the other ARPA Documents, nor in the transactions contemplated hereby. 5.14 No Casualty. No part of the Property and/or the Project has been damaged or has been subjected to condemnation or other proceedings, and, to the best of the Project Sponsor's knowledge and belief, no such proceedings have been threatened. 5.15 No Changes. There have been no material adverse changes in projected costs and expenses of or from the Project or in the occupancy of the Property or any other features of the transactions contemplated hereby as submitted to the City. 5.16 Compliance with Laws and Regulations. The Project Sponsor will comply at all times with all Legal Requirements. The Project Sponsor will comply at all times with the ARPA Requirements affecting the ownership, use, construction, lease and operation of the Project. 5.17. Other Project Financing. The Project Sponsor has not applied for nor received, and does not otherwise have available, in connection with the Project any other senior financing/funding, except for those funds, loans and/or loan commitment previously identified in writing to, and approved by, the City as set forth on the attached Schedule A the ("Permitted Senior Financing"). 5.18 Reaffirmation. Each of the representations and warranties set forth in this Article shall be true at all times and the Project Sponsor's acceptance of the ARPA Funds hereunder by the Project Sponsor shall be deemed to be a reaffirmation of each of the representations and warranties given in this Agreement. Page 21 of 43 ARTICLE VI PROJECT SPONSOR'S AND OWNER'S OBLIGATIONS 6.1 Scope of Work. The Project Sponsor shall perform the Scope of Work as set forth herein and on Exhibit "B" attached hereto. Project Sponsor shall: (a) meet all of its obligations hereunder and under all of the ARPA Loan Documents executed in connection herewith, (b) commence construction within six (6) months from the Effective Date of the contract, (c) within eighteen (18) months after the issuance of the certificates of occupancy for the Project, but in no event later than thirty (30) months from the Effective Date, rent all thirty-six (36) ARPA Assisted Units to Low -Income Households, and Very Low -Income Households in accordance with the requirements of this Agreement, (d) throughout the Affordability Period, rent the ARPA Assisted Units to Low -Income Households and Very Low Income Households in accordance with the requirements of this Agreement, the Rent Regulatory Agreement, and the other ARPA Loan Documents; and (f) throughout the Affordability Period, comply with all applicable ARPA Requirements and all applicable requirements hereof and in the other ARPA Loan Documents with regard to the ARPA Assisted Units. The tenant's portion of rents charged for ARPA Assisted Units shall be limited as set forth in the Rent Regulatory Agreement executed in connection herewith. 6.2 Reporting Obligations. The Project Sponsor shall submit to the City all reports as described in 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 expiration of the Affordability Period (hereinafter referred to as the "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 terms of this Agreement, the Retention Period shall be extended until such time as the threatened or pending litigation, claim or audit is, in the sole and absolute discretion of the City, fully, completely and finally resolved. (b) (c) 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. The Project Sponsor shall notify the City in writing, both during the pendency of this Agreement and after its expiration or termination, as part Page 22 of 43 of the final closeout procedure, of the address where all Contract Records will be retained. (d) All books of account and supporting documentation shall be kept by the Project Sponsor at least until the expiration of the Retention Period. The Project Sponsor shall maintain records sufficient to meet the requirements of ARPA. All records and reports required herein shall be retained and made accessible as provided hereunder. 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. Should Project Sponsor determine to dispute any public access provision required by Florida Statutes, then Project Sponsor shall do so at its own expense and at no cost to the City. IF PROJECT SPONSOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO PROJECT SPONSOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT AS A PUBLIC CONTRACT, PLEASE CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT TELEPHONE NUMBER 305-416-1800, EMAIL: PUBLICRECORDS@MIAMIGOV.COM, AND MAILING ADDRESS: PUBLIC RECORDS C/O OFFICE OF THE CITY ATTORNEY, 9TH FLOOR, MIAMI RIVERSIDE CENTER, 444 S.W. 2ND AVENUE, MIAMI, FLORIDA 33130 OR THE CITY'S DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT'S ("DEPARTMENT") CUSTODIAN OF RECORDS AT 2ND FLOOR, 14 NORTHEAST 1ST AVENUE, MIAMI, FLORIDA 33132. 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. Except for encumbering the Property as required to obtain the permitted financing as set forth in Section 5.17 of this Agreement and Schedule A attached, and the recording of customary utility and cable easements relating to the normal operation of the Property 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: (a) the sale, assignment, pledge, transfer, hypothecation or other encumbrance or disposition of any proprietary or beneficial interest in the Project Page 23 of 43 (b) Sponsor, the Project, the Property, or the Project Sponsor's estate in the Property, or any change in the operating control of the Project Sponsor, which shall require the prior approval of the City's HCLC or the City Commission, as appropriate. Notwithstanding the foregoing the investor member of Project Sponsor shall be permitted to remove a manager in accordance with the terms of the Borrower's operating agreement; provided that City consent shall be required for any substitute manager. If the investor member of Borrower exercises its right to remove a manager thereof, the Lender shall not unreasonably withhold its consent to the substitute manager. Nothing herein shall be construed as restricting the transfer of the investor member's interest, either directly or indirectly, in the Borrower at any time. Additionally, Lender hereby consents to the transfer of any investor member ownership interests in the Borrower and copies of the transfer or amendment documents shall be delivered to Lender. Except in the case of repair or replacement caused by normal wear and tear, and otherwise due to casualty or condemnation in accordance with the terms of this Agreement, the disposition of any real property or any expendable personal property or non -expendable personal property as defined in Paragraph 4.3.1. (c) Any proposed Solicitation Notice, Invitation for Bids or Request for Proposals. (d) The disposal of any Contract Records during the Retention Period. 6.5.1 Director of Housing and Community Development of the City of Miami shall have the discretion to approve and authorize, by way of Memorandum to the City Manager, the execution of necessary documents to further Project Close -Out, provided, however, that no material terms are affected. 6.6 Monitoring. The Project Sponsor shall permit the City and other persons duly authorized by the City to inspect all Contract Records, facilities, goods, and activities of the Project Sponsor that are in any way connected to the activities undertaken pursuant to the terms of this Agreement, and/or to interview any clients, employees, subcontractors, or assignees of the Project Sponsor. Following such inspection or interviews, the City will deliver to the Project Sponsor a report of its findings. The Project Sponsor will rectify all deficiencies cited by the City within the period of time specified in the report, or provide the City with a reasonable justification for not correcting the deficiencies. The City will determine, in its sole and absolute discretion, whether or not the Project Sponsor's justification is acceptable. At the request of the City, the Subrecipient shall transmit, within thirty (30) days, to the City written statements of the Subrecipient's official policies on specified issues relating to the Subrecipient's activities. The City will carry out monitoring and evaluation activities, including visits and observations by City staff. The Subrecipient shall ensure the cooperation of its employees and its Board members in such efforts. Any materially inconsistent or materially incomplete information, either received by the City or obtained through monitoring and evaluation by the City, shall constitute an Event of Default under this Agreement. Page 24 of 43 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 ARPA Program conflict of interest rules, 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 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 must be disclosed to the City. C. The Project Sponsor shall disclose any possible conflicts of interest or apparent improprieties of any party hereto under or in connection with the Legal Requirements, including the standards for procurement. D. The Project Sponsor shall make any such disclosure to the City in writing within ten (10) calendar days after the Project Sponsor's discovery of such possible conflict. The City's determination regarding the possible conflict of interest shall be binding on all parties. E. No employee, agent, consultant, elected official or appointed official of the City, exercising any functions or responsibilities in connection with the City's ARPA Program or this Agreement, or who is in a position to participate in the decision -making process or gain inside information regarding ARPA-assisted activities, has or will have 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 forming the relationship, or if already formed, shall report such relationship prior to or simultaneously with the execution of this Agreement. Any supplemental information shall be promptly reported to the City no later than in the next required Progress Report, as described above. 6.9 Publicity and Advertisements. The Project Sponsor shall ensure that all publicity and advertisements prepared and released 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 Page 25 of 43 accomplishments of any activities funded by this Agreement, recognize the City as one of its funding sources. 6.10 Intentionally Omitted. 6.11 Additional Funding. The Project Sponsor shall not procure any other financing in connection with the Project or the Property without the prior written consent of the City, other than those financings disclosed to the City in writing as of the date hereof, which, for avoidance of doubt, are provided for in Section 5.17 of this Agreement. 6.12 Reversion of Assets. The Project Sponsor shall return to the City upon the expiration or termination of this Agreement any ARPA Funds on hand, any funds or accounts receivable attributable to the ARPA 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. 6.13 Repayment of Funds Procedures. If, after notice and the expiration of any applicable cure period, for any reason during the Affordability Period any ARPA Assisted Unit fails to comply with the Affordability requirements hereof and pursuant to 31 CFR Part 35, the Project Sponsor shall repay to the City all funds received by the Project Sponsor pursuant to this Agreement, and interest thereon as provided in the ARPA Note. The Parties acknowledge and agree that the ARPA Funds must be drawn by September 30, 2026, and all ARPA funds will be reimbursed by December 31, 2026. If the ARPA Funds are not spent by September 30, 2026, then the Project Sponsor shall repay to the City all funds received by the Project Sponsor pursuant to this Agreement. Such payment shall be due and payable within thirty (30) days of written notice to Project Sponsor. 6.14 Affirmative Marketing. The Project Sponsor shall comply with the affirmative marketing requirements and procedures provided on Exhibit "B" attached hereto and made a part hereof. Project Sponsor shall comply with the requirements of the affordable housing notice to City Officials in City of Miami Ordinance #13491. 6.15 SECTION 3 CLAUSE. The Borrower shall comply, to the extent applicable, with the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended (12 U.S.C. 1701u): (A) The work to be performed under this contract is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u (Section 3.) The purpose of Section 3 is toensure 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 Page 26 of 43 low income persons, particularly persons who are recipients of HUD assistance for housing. (B) The parties to this contract agree to comply with HUD's regulations in 24 C.F.R. Part 135, which implement Section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the Part 135 regulations. (C) The contractor agrees to send to each labor organization or representative of workers with which the contractor has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or worker's representative of the contractor's commitments under this Section 3 clause, and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the Section 3 preference, shall set forth minimum number and job titles subject to hire, availability of apprenticeship and training positions, the qualifications for each; and the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin. (D) The contractor agrees to include this Section 3 clause in every subcontract subject to compliance with regulations in 24 C.F.R. Part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this Section 3 clause. The contractor will not subcontract with any subcontractor where the contractor has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 C.F.R. Part 135. (E) The contractor will certify that any vacant employment positions, including training positions, that are filled (1) after the contractor is selected but before the contract is executed, and (2) with persons other than those to whom the regulations of 24 C.F.R. Part 135 require employment opportunities to be directed, were not filed to circumvent the contractor's obligations under 24 C.F.R. Part 135. (F) Noncompliance with HUD's regulations in 24 C.F.R. Part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts. (G) With respect to work performed in connection with Section 3 covered Indian housing assistance, Section 7(b) of the Indian Self -Determination and Education Assistance Act (25 U.S.C. 450e) also applies to the work to be performed under this contract. Section 7(b) requires that to the greatest extent feasible (i) preference and opportunities for training and employment shall be given to Indians, and (ii) preference in the award of contracts and subcontracts shall be given to Indian organizations and Indian -owned Economic Enterprises. Parties to this contract that are subject to the provisions of Section 3 and Section 7(b) agree to comply with Page 27 of 43 Section 3 to the maximum extent feasible, but not in derogation of compliance with Section 7(b). 6.16 Signage, Acknowledgement, Publicity. During the Term 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 in accordance with Section 6.9 hereof. All such acknowledgments shall be in a form acceptable to the City, as provided on Exhibit "I" attached hereto and made a part hereof. All publicity and advertisements prepared and released by the Project Sponsor related to the Project, such as pamphlets and news releases, and all events carried out to publicize the Project, shall recognize the 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 $10,000.00 of the ARPA Funds were awarded to the Project for, and were 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, recording fees, and project delivery. 6.18 Affirmative Action. The Project Sponsor shall not discriminate on the basis of race, color, national origin, sex, religion, age, sexual orientation, marital or family status or handicap/disability in connection with its performance under this Agreement or in connection with the occupancy of any ARPA Assisted Unit. Age discrimination and discrimination against minor dependents are 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 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), and shall obtain the affirmative acknowledgment of the Project Sponsor, for the benefit of the City, that 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). Page 28 of 43 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. Additionally, the Project Sponsor shall take affirmative steps to ensure nondiscrimination in the employment of disabled persons. 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 each Request for Disbursement of soft costs must be signed by the Project Sponsor, as more fully set forth in the Disbursement Agreement. Five percent (5%) of each draw request will be retained until the City has received as part of the Close-out of the Project, at the Project Sponsor's sole cost, a Final Cost Certification prepared by an independent certified public accountant, which must be acceptable to the City in both form and substance. 6.22 Insurance Proceeds. Notwithstanding anything to the contrary contained herein or in the other ARPA Loan Documents, and subject to the terms of the Subordination Agreement, the Project Sponsor may make insurance proceeds available for the restoration and repair of the Property and the Project if all of the following conditions are met: (i) the Project Sponsor is not in breach or default of any provision of the Mortgage or any other loan document between the Project Sponsor and Lender; (ii) the Project Sponsor determines that there will be sufficient funds, through insurance proceeds and contributions by the Project Sponsor, to (a) restore and repair the Property and the Project to a condition as close as reasonably possible to what previously existed, and (b) meet all operating costs and other expenses, payments for reserves and loan repayment obligations relating to the Property and the Project until completion of the restoration and repair of the Property and/or the Project to a condition as close as reasonably possible to what previously existed; (iii) the Project Sponsor determines that the rental income of the Project, after restoration and repair to a condition as close as reasonably possible to what previously existed, will be sufficient to meet all operating costs and other expenses, payments for reserves and loan repayment obligations relating to the Project, and (iv) the Project Sponsor has received the City's written concurrence with such determination. 6.23 Condemnation Proceeds. Notwithstanding anything to the contrary contained herein or in the other ARPA Loan Documents, and subject to the terms of the Subordination Agreement, the Project Sponsor may make proceeds of condemnation available for the restoration and repair of the Property and the Project if all of the following conditions are met: (i) the Project Sponsor is not in breach or default of any provision of the Mortgage or any other ARPA Loan Document; (ii) the Project Sponsor determines that there will be sufficient funds, through condemnation proceeds and contributions by the Project Sponsor, to (a) restore and repair the Property and the Project to a condition as close as reasonably possible to what previously existed, due consideration given to the portion of the Property and the Project taken, and, (b) meet all operating costs and other expenses, payments for reserves and loan repayment obligations relating to the Project until completion of the restoration and repair of the Property and the Project to a condition as close as reasonably possible to what previously existed, due consideration given to the portion of the Property and the Project taken; and (iii) the Project Sponsor determines that the rental income of the Project, after restoration and repair of the Property and the Project to a Page 29 of 43 condition as close as reasonably possible to what previously existed, due consideration given to the portion of the Property and the Project taken, will be sufficient to meet all operating costs and other expenses, payments for reserves and loan repayment obligations relating to the Project, and (iv) the Project Sponsor has received the City's written concurrence with such determination. 6.24 Recording. The Project Sponsor must pay all costs of the recording of the Loan Documents. Such costs related to the recording of the Loan Documents may be included in the Itemized Budget submitted to the City. ARTICLE VII DEFAULT 7.1 The happening of any one or more of the following events continuing beyond any applicable notice and cure period shall constitute an Event of Default: (a) Failure of any of the ARPA Assisted Units to remain Affordable at any time during the Affordability Period. (b) If any term, condition or representation contained in this Agreement or any of the other ARPA 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. (c) The substantial discontinuance of the construction of the Project for a period of thirty (30) days which discontinuance is, in the sole determination of the City, without satisfactory cause. (d) Except as set forth in each of Sections 5.6, 5.17, and 6.5 of this Agreement, the sale, assignment, pledge, transfer, hypothecation or other encumbrance or disposition (except due to repair or replacement for normal wear and tear, and as a result of casualty or condemnation in accordance with this Agreement) of any proprietary or beneficial interest in the Project Sponsor's estate in the Property, or any change in operating control of the Project Sponsor, without the prior approval of the City's HCLC or the City Commission, as appropriate. (e) In the event that the City reasonably determines that the Project is not being rehabilitated in a good and workmanlike manner in accordance with the Scope of Work or that the Project Sponsor is failing to comply promptly with any requirement or notice of violation of law issued by or filed by the City or any department of any governmental authority having jurisdiction over the Project Sponsor or the Property. (f) Failure by the Project Sponsor to comply with any material term, provision, obligation, or covenant of this Agreement or any of the ARPA Loan Page 30 of 43 (g) Documents, or the occurrence of an event of default under any of the other ARPA Loan Documents after notice and reasonable opportunity to cure. Any change in zoning requirements or zoning classification of the Property initiated by the Project Sponsor, which in the City's sole discretion would materially interfere with the completion of construction of the Project or the ultimate operation of the Project as contemplated herein. (h) In the event that the City reasonably determines 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) Project Sponsor declares bankruptcy and/or becomes insolvent, which shall result in immediate acceleration of the Loan's repayment in full, subject to applicable federal bankruptcy law and automatic stay provisions. (j) The City and Project Sponsor acknowledge that a senior mortgage default, which constitutes a "Event of Default" under such senior mortgage unless waived by the senior lender, constitutes an Event of Default under this Loan Agreement and the other Loan Documents. In such an event, City may pursue any and all of its remedies. (k) Project Sponsor fails to comply with Section 6.1 or 2.3(A) of this Agreement. (1) Failure of Project Sponsor to provide to City the following documents no later than thirty (30) business days after City requests said documents in writing: (i) List of Contractors and General Contractors Subcontractors. A list of all of the Project Sponsor's subcontractors and general contractors as of the date of execution of this Agreement, and copies of all contracts in excess of $100,000 for the performance of services or the supply of materials in connection with the Project to be funded pursuant to this Agreement, (ii) Corporate Documents. (a) The operating agreement, or its equivalent, and a good standing certificate for the Project Sponsor, certified by the appropriate governmental authority. (b) Resolutions, and incumbency certificates, or, in the case of a partnership, their equivalent, for the Project Sponsor certified by the Corporate Secretary or other authorized signer, authorizing the consummation of the transactions contemplated hereby, all satisfactory to the City. (c) Evidence satisfactory to the City that Project Sponsor and any member of such entity, is qualified to receive funds under the ARPA Program in accordance with the accordance with the ARPA Requirements. Page 31 of 43 (m) (iii) The evaluation of the Project's costs as prepared by an independent engineer/general contractor, engaged by the Project Sponsor, that supports the total projected construction costs of the Project. (iv) Historic Preservation Review. N/A (v) Audit Report. The Project Sponsor shall submit to the City audit reports as are required herein. (vi) 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. (vii) Certificate Regarding Lobbying. Such Certificate Regarding Lobbying as may be requested by the City. (viii) Certificate Regarding Debarment, Suspension, and Other Responsibility Matters. Such Certificate Regarding Debarment, Suspension and Other Responsibility Matters as may be requested by the City. (ix) Public Entity Crime Affidavit. Such Public Entity Crime Affidavit as may be required by the City. Notwithstanding anything to the contrary, in the event that Project Sponsor fails to timely deliver, to City, the required audited financial staterent(s), then City, in its sole and absolute discretion, may deem such a failure to be a material non -curable breach of this Agreement. In such an event, City will notify Project Sponsor by a written communication. (n) In the event that Project Sponsor fails to timely deliver, to City, the Affordability Report, as described herein. ARTICLE VIII REMEDIES 8.1 Upon the occurrence of any Event of Default, which continues beyond any application notice and cure period, 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 Section 7.1 (b), (d), and (m) above for which the aforementioned cure period shall not apply). Said notice shall be delivered by certified mail, return receipt requested, or by in person delivery with proof of delivery. In the event a default which is permitted to be cured cannot practicably be cured within thirty (30) days, the Project Sponsor shall have such additional time as may be required to effect a Page 32 of 43 cure, so long as (a) the cure is commenced within thirty (30) days and is diligently prosecuted and (b) the lack of a cure during such continuing cure period has no material adverse effect on the Project. If an Event of Default shall continue uncured for a period of thirty (30) consecutive days following written notice thereof to the Project Sponsor (except for the events described in Section 7.1 (b), (d), and (m) above for which the aforementioned cure period shall not apply and except for cures which are continuing as provided in the preceding paragraph), and subject to the provisions of the last paragraph of this Section, the City shall have the absolute right, at its option and election and in its sole discretion to: (a) Specific Performance. Institute appropriate proceedings to specifically enforce performance of the terms and conditions of this Agreement; (b) Recapture of ARPA Funds. Demand that the Project Sponsor reimburse the City for the ARPA Funds disbursed to the Project Sponsor pursuant to this Agreement. The Project Sponsor shall reimburse City in the amount of the ARPA Funds disbursed to the Project Sponsor pursuant to this Agreement, subject to any limitations contained in the ARPA Note and/or Mortgage concerning Borrower's or Project Sponsor's liability for amounts due under the ARPA Loan Documents. (c) Acceleration of Debt. It is expressly agreed that the full amount of both principal and interest due pursuant to the Note shall become due and payable at the option of the City on the happening of any Event of Default under the terms of this Loan Agreement, subject to all applicable notice and cure periods. (d) Other Remedies. Exercise any other right, privilege or remedy available to the City as may be provided by applicable law, or in any of the other ARPA Documents. It is understood and agreed that the occurrence of an event of default under Section 7.1 (b) or (d) shall immediately entitle the City to exercise any of the above described remedies without the need to give the Project Sponsor notice thereof or the opportunity to cure. The rights and remedies of the City hereunder shall be cumulative and not mutually exclusive, and the City may resort to any one or more or all of said remedies without exclusion of any other. No party other than the City, whether the Project Sponsor or a material man, laborer, subcontractor, general contractor, or supplier, shall have any interest in the ARPA 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 and during the continuation of an Event of Default: Page 33 of 43 (a) All sums outstanding under the Note shall bear interest at the highest rate allowable by law from the date of disbursement, without notice to the Project Sponsor or any guarantor or endorser of the Note and without any affirmative action or declaration on the part of the City; (b) The Restrictive Covenant shall remain as a restriction on the Property throughout the Affordability Period; and (c) The Project Sponsor, Project developer, managing member(s) of the Project Sponsor, and/or other individuals, principals and/or other entities as determined by the City, will be debarred from receiving any City funding for a period of five (5) years. ARTICLE IX INDEMNIFICATION 9.1 The Project Sponsor shall indemnify, hold harmless, and defend the City, its officers, agents, directors, and/or employees, from liabilities, damages, claims, suits, losses, judgments, and costs, including, but not limited to reasonable attorney's fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of Project Sponsor and persons employed or utilized by Project Sponsor in the performance of this Agreement. Project Sponsor shall, further, hold the City, its officials and/or employees, harmless for, and defend the City, its officials and/or employees against, any civil actions, statutory or similar claims, injuries or damages arising or resulting from the permitted work, even if it is alleged that the City, its officials and/or employees were negligent. These indemnifications shall survive the term of this Agreement. In the event that any action or proceeding is brought against the City by reason of any such claim or demand, the Project Sponsor shall, upon written notice from the City, resist and defend such action or proceeding by counsel satisfactory to the City. The Project Sponsor expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Project Sponsor shall in no way limit the responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, agents and instrumentalities as herein provided. The Project Sponsor shall further require its contractors and subcontractors to indemnify, hold harmless and defend the City, its officers, agents, directors, and/or employees against any and all liabilities, claims, damages, suits, judgments and costs, including attorney's fees arising out of, or resulting from the contractor's negligence or omissions in connection with this project. The indemnification provided above shall obligate the Project Sponsor to defend, at its own expense, to and through appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at the City's option, any and all claims of liability and all suits and actions of every name and description which may be brought against the City whether performed by the Project Sponsor, or persons employed or utilized by Project Sponsor. This indemnity will survive the cancellation or expiration of the Agreement. This indemnity will be interpreted under the laws of the State of Florida, including without limitation Page 34 of 43 and interpretation, which conforms to the limitations of §725.06 and/or §725.08, Florida Statutes, as applicable. The Project Sponsor shall require all general and sub -contractor agreements, if applicable, to include a provision that they will indemnify the City. The Project Sponsor agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of the Project Sponsor in which the City participated either through review or concurrence of the Project Sponsor's actions. In reviewing, approving or rejecting any submissions by the Project Sponsor or other acts of the Project Sponsor, the City in no way assumes or shares any responsibility or liability of the Project Sponsor or Sub -contractor under this Agreement. ARTICLE X ' TERMINATION The Project Sponsor acknowledges that this Agreement may be terminated if the Project Sponsor materially 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 reasonably determines that the Project Sponsor is not making (or causing to be made) sufficient progress with regard to the construction of the ARPA Assisted Units (thereby endangering its ultimate performance under this Agreement) or is not complying with any term or provision of this Agreement, following the giving of notice and the expiration of the applicable cure periods. The City may terminate this Agreement, in whole or in part, in the event that the City reasonably determines 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. 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 Page 35 of 43 shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. The provisions hereof are not intended to be, and shall not be, construed to limit the City's right to legal or equitable remedies. ARTICLE XI SUSPENSION 11.1 The City may, for reasonable cause, and after all applicable notice and cure periods, suspend the Project Sponsor's authority to obligate funds under this Agreement or withhold payments to the Project Sponsor, pending necessary corrective action by the Project Sponsor, and may include: (a) Ineffective or improper use of the ARPA Funds by the Project Sponsor; (b) Failure of the Project Sponsor to comply 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 ARPA Program, the City may utilize any enforcement measures it deems necessary. 12.2 Renegotiation or Modification. Modification of provisions of this Agreement shall be valid only when in writing and signed by the Parties. 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. Page 36 of 43 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 ARPA Eligibility Activity Title Revisions. Revisions to the Budget shall be made in writing, and approved in writing by the City; however, such revisions shall not necessitate an amendment hereto unless the amount of the ARPA Loan to be granted hereunder is changed, or unless otherwise required by the City. A revision to the ARPA 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 (the "City Manager") for determination. The City Manager will issue a determination within thirty (30) calendar days of receipt of a written request for resolution of the dispute and so advise the City and the Project Sponsor. In the event additional time is necessary, the City Manager will notify the interested parties within the thirty (30) day period that additional time is necessary. The Project Sponsor agrees that the City Manager's determination shall be final and binding on all parties, subject only to judicial review. 12.6 Headings. The article and paragraph headings in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. 12.7 Proceedings. The Agreement shall be construed in accordance with the laws of the State of Florida and any proceedings arising between the parties in any manner pertaining or relating to this Agreement shall, to the extent permitted by law, be held in Miami -Dade County, Florida. 12.8 Notices and Contact. All notices under this Agreement shall be in writing and addressed as follows: To City: With Copy To: City of Miami Department of Housing and Community Development 444 S.W. 2nd Avenue Miami, FL 33130-1910 Attn: Victor Turner, Director George K. Wysong III City Attorney City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 Page 37 of 43 To Project Sponsor: With Copy to: With Copy to Investor Members: With Copy to: 2901 Wynwood, LLC c/o New Urban Development LLC 9999 NE 2nd Avenue, Suite 314 Miami Shores, FL 33138 Attn: Oliver L. Gross Bilzin Sumberg Baena Price & Axelrod LLP 1450 Brickell Ave., 23rd Floor Miami, FL 33131 Attn: Terry M. Lovell, Esq. Red Stone — Fund 47, LLC Red Stone Equity Manager, LLC c/o Red Stone Equity Partners, LLC 90 Park Avenue, 28th Floor New York, NY 10016 Attn: Chief Executive Officer & Director/Senior Vice President, Legal Applegate & Thorne -Thomsen, P.C. 425 S. Financial Place, Suite 1900 Chicago, IL 60605 Attn: Bennett P. Applegate, Sr. 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 to be modified, or to be deleted if modification is inappropriate, to cause the provision to be consistent with the law or regulation. However, the obligations under this Agreement, as modified, shall continue and all other provisions of this Agreement shall remain in full force and effect. 12.10 Entire Agreement. This Agreement and its Exhibits and Schedules described as follows contain all the terms and conditions of the Agreement between the parties: Exhibit "A" Exhibit "B" Exhibit "C" Exhibit "D" Exhibit "E" Exhibit "F" Legal Description Scope of Work /Project Schedule Budget Form of Disbursement Agreement Affirmative Marketing Procedures and Responsibilities Form of Mortgage and Security Agreement Page 38 of 43 Exhibit "G" Exhibit "H" Exhibit "I" Exhibit "J" Exhibit "K" Exhibit "N" Schedule A Form of Declaration of Restrictive Covenants Form of Rent Regulatory Agreement Signage Requirements Additional Insurance Requirements Anti -Human Trafficking Affidavit ARPA Consultant Approval Permitted Senior Financing 12.11 WAIVER OF JURY TRIAL. NEITHER THE PROJECT SPONSOR NOR ITS SUBCONTRACTOR(S), NOR ANY OTHER PERSON LIABLE FOR THE RESPONSIBILITIES, OBLIGATIONS, SERVICES AND REPRESENTATIONS HEREIN, NOR ANY ASSIGNEE, SUCCESSOR, HEIR OR PERSONAL REPRESENTATIVE OF THE PROJECT SPONSOR, THE PROJECT'S GENERAL CONTRACTORS AND 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 THE PROJECT' S GENERAL CONTRACTORS AND 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, AND THE PROVISIONS HEREOF SHALL BE SUBJECT TO NO EXCEPTIONS. NEITHER PARTY TO THIS AGREEMENT HAS IN ANY MANNER AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCES. 12.12 HCLC Award Memoranda. The award memoranda and decisions of the HCLC dated December 19, 2024, and September 20, 2024, and March 25, 2026, and May 6, 2026, July, 15, 2026,("Award Memoranda") are hereby incorporated by reference. To the extent of any conflict between the Award Memoranda and the ARPA Loan Documents and when interpreting the intent of the ARPA Loan Documents, whichever provision is strictest will control. 12.13 Governing Law and Venue. This Agreement shall be construed and enforced pursuant to the laws of the State of Florida, excluding all principles of choice of laws, conflict of laws and comity. Any action pursuant to a dispute under this Agreement must be brought in Miami -Dade County and no other venue. All meetings to resolve said dispute, including voluntary arbitration, mediation, or other alternative dispute resolution mechanism, will take place in this venue. The parties both waive any defense that venue in Miami -Dade County is not convenient. 12.14 Change of Circumstance. Notwithstanding anything to the contrary contained herein, in the event that the federal rules, regulations, protocols, laws, and/or guidance regarding ARPA (collectively, "Protocols") change from the current Protocols, the City may take any of the following actions in its sole and absolute discretion, and Project Sponsor hereby accepts whichever action, if any, the City decides to take: (a) require an amendment to the applicable Page 39 of 43 Loan Documents to conform to the amended Protocols, or (b) waive in writing where possible applicable changes derived from the Protocols. In the avoidance of doubt, in the event that the City decides to pursue Section 12.14(a), the Covenant and Rent Regulatory Agreement shall continue to encumber the Property for entire Affordability Period. 12.15 Increase in Project Costs. In the event that the Project's costs increase by ten percent (10%) or more of the Budget that is attached as Exhibit "C", and Project Sponsor is unable to secure the requisite funding to cover the additional expense within 60 days before the Project's construction commences, then the City is permitted to recommend to HCLC that the ARPA Funds should be de -obligated for this Project. 12.16 Tenant Lottery. The selection of eligible tenants to occupy the ARPA Assisted Units shall be from the results of a tenant lottery, which shall be conducted with a representative of the City of Miami present. In addition, the Project Sponsor and the ARPA Assisted Units shall comply with the requirements of the City of Miami Ordinance #13645 regarding Resident Preference. 12.17 Costs, Including Attorney's Fees. In the event litigation, arbitration, or mediation, between the Parties, arises out of the terms of this Agreement, each party shall be responsible for its own attorney's fees, costs, charges, and expenses through the conclusion of all appellate proceedings, and including any final settlement or judgment. 12.18 Binding Nature. The Borrower's obligations pursuant to this Agreement shall be binding upon and inure to the respective heirs, personal and legal representatives, trustees and successors and assigns of the Parties hereto, including each and every such Party's past and present parent, subsidiary, affiliate or predecessor entities, any and all entities by which or under a name by which any Party has been known or has done business, and any and all of his, hers, its and/or their respective past and present officers, commissioners, directors, principals, trustees, administrators, agents, attorneys, accountants, insurers, reinsurers, servants, employees, shareholders, members, managers, partners, heirs, and representatives. 12.19 Counterparts and Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. 12.20 The Parties agree that the Loan will be non recourse except that the exceptions to non -recourse liability applicable to any Permitted Senior Financing shall also apply to this Loan. 12.21 The Borrower has represented that no Florida documentary stamps or intangible taxes are required to paid on the Note or the Mortgage. The Borrower hereby agrees to indemnify Page 40 of 43 and to defend and hold the Lender and all of its affiliates, successors, and assigns harmless against any and all documentary stamp taxes and intangible taxes, if any, imposed assessed or claimed as a result of or arising out of: (i) Lender's acceptance and/or ownership of the Note or Mortgage (or any other loan document pertaining to the loan referenced to therein); or (ii) the execution or delivery of the Note and the Mortgage (or any other loan document pertaining to the loan referred to therein) (it being understood that any reference herein to documentary stamp taxes and intangible taxes include any and all penalties, interest and attorneys' fees incurred by the Lender in connection therewith), and the Borrower agrees to pay any and all such documentary stamp taxes or intangible taxes upon demand. In the event of a failure by the Borrower to pay such documentary stamp taxes and intangible taxes upon demand and should the Lender elect to pay the same, all such charges shall be secured by the lien of the Note and the Mortgage and shall bear interest at the Default Rate, as provided in the Note, from the date of advance by the Lender until paid by the Borrower. The provisions of this Section shall survive repayment of the Notes and the satisfaction of the Note and Mortgage so long as a claim may be asserted by the State of Florida or any of its agencies. [Signature Pages to Follow] MIAMI 13521676.3 100051/300159 Page 41 of 43 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their undersigned officials as duly authorized. Print Name: Gabriella Carter Address: l %qT Ale Print Name: Rodrigo GalaviS Address: ` h��l 'r ii4 STATE OF FLORIDA ) ):SS COUNTY OF MIAMI-DADE ) PROJECT SPONSOR: 2901 WYNWOOD, LLC, a Florida limited liability company By: 2901 MANAGER LLC, a Florida limited liability company, its Manager By• o,L/Q,ijiU Name: Oliver L. Gross Title: President (SEAL) The foregoing instrum nt was sworn to and subscribed before me by means of [ ] physical presence or [ ] online notarization this L .day of June, 2026, by Oliver L. Gross, President of 2901 Manager LLC, a Florida limited liability company, the Manager of 2901 Wynwood, LLC, a Florida limited liability company, on behalf of the limited liability companies. He is personally nown to me or has produced identification. // NOTARY SEAL: `000111111 "40 PGHADE"'�,, _ +0,..cPRY PC/i>. e0 . MY COMMISSION! I EXPIRES 7-23-2027 . Q- ,i OFFLO V- ICI ARY PUBC Print Name: NATACHA DESAMOURS Commission No. HH377970 My Commission Expires: Page 42 of 41n IN WITNESS WHE undersigned official ATTEST:, odd Hannon',City Date: 0 ay ave caused this Agreement to be executed by their Y OF MIAMI, a municipal corporation of the to of Florida By: James anager APPROVED AS TO ► : ' : CE APPROVED AS TO FORM AND REQUIREMENTS: CORRECTNESS: By: By: K �� David'Ruiz George K. song III Interim Direc r of ' k Management City Attorney APPROVED AS TO DEPARTMENTAL REQUIREMENTS: By: Victor Turner Director of the Department of Housing and Community Development ( Page 43 of 43 EXHIBIT "A" LEGAL DESCRIPTION OF THE PROPERTY Lessee's interest in that certain Amended and Restated Ground Lease Agreement by and between New Urban Development LLC, a Florida limited liability company, Lessor, and 2901 Wynwood, LLC, a Florida limited liability company, Lessee, dated of even date herewith, as memorialized by that certain Memorandum of Ground Lease recorded herewith in the Public Records of Miami - Dade County, Florida, demising the following described Land: All of Lots 13, 14, 15, & 16, of BLOCK 3, OF AMENDED PLAT OF ST JAMES PARK, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 4, PAGE 41, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA LESS AND EXCEPT THAT PORTION OF LOT 13 CONVEYED TO CITY OF MIAMI BY RIGHT-OF-WAY DEED RECORDED IN OFFICIAL RECORDS BOOK 33382, PAGE 4103. EXHIBIT "B" SCOPE OF WORK /PROJECT SCHEDULE WORK SCOPE / DEVELOPMENT SCHEDULE View 29 View 29 will be new construction of a mixed -income and mixed -use project consisting of 12-story high-rise residential rental building located at 2901 NW 2nd Avenue, Miami in the Wynwood neighborhood. The project will have a total of one hundred sixteen (116) units consisting of forty-eight (48) one-bedroom/one-bathroom units; fifty-eight (58) two-bedroom/two-bathroom units; and ten (10) three-bedroom/two-bathroom units. Thirty-six (36) units will be City -assisted for households ranging from 33% to 60% of the area median income ("AMI"). Activity Estimated Date Start of Construction July 2026 Construction Completion August 2027 Commence Affirmative Marketing May 2027 Initial Lease -Up (Leasing Activities Commence) November 2028 Stabilized Occupancy January 2028 EXHIBIT "C" BUDGET APPLICANT & PROJECT NAME: 2901 Wynwood ,LLC Niew 29 City of Miami - Department of Community Development COST ALLOCATION REPORT Financing Sources: Specify Name Total Project % City ARPA City HOME Other: Other: Notes Surtax Other: _Wynwood BID Bond Reinvestment Income Deferred Developer Fee Equity Investment _Bonds Land Acquisition -Capitalized Lease Payment 4,000,000 6% - 4,000,000 s Hard Costs 1,062,555.00 473,155 89,400 500,000 New CommerciaVRetaiVOffice 1% New Rental Units 34,171,945.00 48% 1,331,179 667,989 9,396,210 9,823,965 4,279,350 970,638 7,702,613 Site Work 2,102,200.00 3% 950,822 1,151,378 General Conditions 2,111,300.00 3% 467,999 1,000,000 643,301 Overhead (8.3%) 3,107,900.00 4% 1,607,900 510,600 63,000 5,000 921,400 General Liability Insurance 514,700.00 1% 514,700 Payment and Performance Bonds 395,900.00 1% 395,900 Contract Costs not subject to GC Fee 143,200.00 0% 143,200 Hard Cost Contingency (5.0%) 2,180,485.00 3% 2,180,485 FF&E paid outside Constr. Contr. 300,000.00 0% Total Hard Costs 46,090,185.00 64% 2,750,000 667,989 16,246,573 10,297,120 5022,550 2176,939 5,000 - 8,624,013 Soft Costs 1,311,777 775,238 88,392 448,147 Arch Design, Civil Engineering 2% Impact & School Fees 317,894 0% 192,894 125,000 Permits / Fees 1 275,940 2% 1,275,940 Legal 321,720 0% 85,000 236,720 Licenses / Environmental / Util Fees 268,110 0% 86,641 50,000 83,469 50,000 Appraisal / Surveys 50,245 0% 30,995 19,250 Insurance: Construction Period 640,000 1% 640,000 Marketing / Advertising 15,000 0% 15,000 Loan Closing / Financing Fees 1,390,458 2% 56,773 357,362 9,000 132,000 237,162 597,661 Lender Inspections 72,960 0% 72,960 Third Party Reports 71,008 0% 38,758 32,250 Interest / Carrying Costs 5,074,416 7% 2,881,305 1,152,558 1,040,553 Title Insurance & Recording 233,094 0% 233,094 Taxes 0% Construction Acctg 40,000 0% 40,000 For Use by City: City incurred costs - 0% - Developer's Fees & Overhead 10,325,385.00 14% - 7,857,003 2,468,382 Soft Cost Contingency 190,445.00 0% - 150,000 40,445 Total Soft Costs 21,598,450.94 30% - 832,011 3,320,427 2,222,880 1,756,950 1,823,061 237,162 7,857,003 3,550,458 Total Project Cost 71,688,635.94 100% 2,750,000.00 1,500,000.00 23,567,000.00 12,520,000.00 6,779,500.00 4,000,000.00 242,162.00 7,857,003.00 12,174,470.94 Total Square Footage Total Cost per S/F Total Units Number of City Units Percent of City Units to Total Units City Subsidy Per Assisted Unit 0.00 116 36 0.310344828 76,388.89 EXHIBIT "D" FORM OF DISBURSEMENT AGREEMENT DISBURSEMENT AGREEMENT FOR 2901 WYNWOOD, LLC This Disbursement Agreement for American Rescue Plan Act of 2021 ("ARPA") funds ("Agreement") is made as of this day of , 2026 by and between 2901 WYNWOOD, LLC, a Florida limited liability company (hereinafter the "Project Sponsor"), and the CITY OF MIAMI, a municipal corporation of the State of Florida (hereinafter the "City"). RECITALS WHEREAS, the Project Sponsor is developing a project known as View 29 (the "Project"), that will increase the supply of rental housing units for Very -Low and Low -Income Households in the community; and WHEREAS, on December 19, 2023 and as affirmed on September 20, 2024, and on March 25, 2026, and on May 6, 2026, and on June 24, 2026, the City's Housing and Commercial Loan Committee ("HCLC") and the Miami City Commission respectively approved an allocation of ARPA funds in the amount of $2,750,000.00 (the "ARPA Funds") to Project Sponsor for Project's construction costs; and WHEREAS, the funding commitment of the City to the Project Sponsor for the ARPA Funds is more fully described in that certain ARPA Loan Agreement of even date herewith (the "ARPA Agreement"); and WHEREAS, the Project Sponsor and the City desire to establish the mechanism whereby the Project Sponsor will apply to receive the ARPA Funds; NOW, THEREFORE, for and in consideration of the Project Sponsor's construction and development of the Project and the reciprocal agreements set forth herein, the Project Sponsor and the City agree as follows: ARTICLE I DISBURSEMENT PROCEDURE 1.1 The ARPA Agreement establishes the conditions to the City's obligation to loan the ARPA Funds to the Project Sponsor. The Project Sponsor may not request disbursement of funds pursuant to this Agreement until such funds are needed for the reimbursement of eligible costs. Provided the City is obligated to disburse the ARPA Funds pursuant to the terms of ARPA Agreement and this Agreement, the City will disburse such funds in accordance with this Article I. 1.2 The Project Sponsor shall submit draw requests for the ARPA Funds, which draw requests will be submitted not more frequently than one (1) time per month. The Project Sponsor will submit or cause to be submitted the following documentation to the City for the City's review for sufficiency, prior to any disbursement of ARPA Funds by the City: (a) Hard Costs: (i) A written request for disbursement ("Request for Disbursement"), in a form acceptable to the City, setting forth such details concerning construction of the Project as the City shall require, including: the amount paid to date to the General Contractor constructing the Project (the "Contractor") and pursuant to the contract for the construction of the Project between the Page 1 of 6 Project Sponsor and the Contractor (the "Construction Contract"); the amounts, if any, paid directly by the Project Sponsor to subcontractors of the Contractor and material men; the amount then currently payable to the Contractor, broken down by trades; the amounts paid on account of the Contractor's construction fee; and the balance of the construction costs which will remain unpaid after the payment of the amount currently payable. (ii) Any Request for Disbursement must be submitted to the City by no later than the thirtieth (30t1') day of each month. Each Request for Disbursement must be signed by the Project Sponsor, the Architect for the Project and the Contractor. (iii) Applications for receiving ARPA Funds for reimbursement of hard costs will include a Memorandum of Advance and such architectural documents as the City may require. The City Inspector, as described in Section 1.3 hereof, shall be required to certify with each draw request: the amount of work on the Project that has been completed; the good and acceptable workmanship of the Contractor and its subcontractors; compliance with approved final plans and specifications of the Project; and such other matters as the City may require. Lien waivers/releases shall be submitted to the City Inspector for review and approval before each disbursement. If the City requires that its title insurance policy be updated, the Project Sponsor shall also submit to the title insurance company all lien waivers/releases in connection with each proposed draw. All costs associated with the title insurance company updating the title insurance policy shall be paid by the Project Sponsor. (b) Such other information and documents as the City may reasonably require and that are consistent with the ARPA Agreement and applicable federal regulations, including but not limited, to Phase 1 environmental report in a form acceptable to the City. (c) Each Request for Disbursement shall constitute a representation and certification by the Project Sponsor and the Contractor to the City that: (i) The materials have been physically incorporated into the Project, free of liens and security interests, and that the construction of the Project to date has been performed substantially in accordance with the drawings and specifications and in a first-class workmanlike manner; (ii) All governmental licenses and permits required by the Project as then completed have been obtained and are available for inspection by the City; (iii) The Project as then completed does not violate any law, ordinance, rule, regulation, or order or decree of any court or governmental authority; and (iv) No Event of Default has occurred and is continuing and there is no continuing default under the Construction Contract. (v) The Project Sponsor, the Contractor and each subcontractor has complied with all Federal, state and local laws and regulations relating to labor standards. (vi) Such other information and documents as the City may reasonably require, consistent with the ARPA Agreement and applicable federal regulations. 1.3 The City Inspector will review the work that is incorporated into the Project and for which each Request for Disbursement of the ARPA Funds is submitted. The City Inspector will review and approve the final plans and specifications for the Project and will review and approve Page 2 of 6 the draw requests based on the percentage of work completed. The City Inspector's reviews, approvals, and conclusions shall be for the sole benefit of the City. All construction change orders must receive the prior written approval of the City Inspector. Change orders that have not received the prior written approval of the City Inspector shall not be approved for payment/ reimbursement by the City. 1.4 Within five (5) working days of its receipt of a Request for Disbursement delivered pursuant to Section 1.2 hereof and without attempting to verify the completeness of same, the City will notify the City Inspector of the need to inspect the progress of construction work at the Project (the "Notification") and shall forward to the City Inspector the Request for Disbursement that has been delivered by the Project Sponsor. 1.5 The City Inspector shall complete its inspection and submit its report to the City within five (5) working days of receipt of the Notification. 1.6 If the City finds the materials submitted by the Project Sponsor and the report of inspection by the City Inspector to be satisfactory to the City and in accordance with the ARPA Agreement, the City shall fund to the Project Sponsor the sum requested by the Project Sponsor or such lower sum as the City deems appropriate. 1.7 The City shall fund disbursements of the ARPA Funds by no later than fourteen (14) working days after it has received both the Request For Disbursement, in the form required by Section 1.2 hereof, and the inspection report of the City Inspector, in the form required by Sections 1.2 and 1.3 hereof. 1.8 The City shall retain five percent (5%) of the ARPA Funds allocated to the Project Sponsor (the "Allocation Retainage") until it has received confirmation that the project has issued a Certificate of Occupancy, and at the Project Sponsor's sole cost, a Final Cost Certification prepared by an independent certified public accountant, both in form and substance acceptable to the City. 1.9 The City reserves the right to refuse to fund any disbursement request(s) in the event that the City determines that the Project and/or the Project Sponsor are not in compliance with any local, state or federal law or requirement, including but not limited to the United States Department of the Treasury's final rule, 31 CFR Part 35, that implements the Coronavirus State Fiscal and Local Fiscal Recovery Funds established under the American Rescue Plan Act of 2021, or an material provision of the Loan Documents. 1.10 Disbursements for other than hard costs, if permitted pursuant to the ARPA Agreement, shall be made in accordance with the City of Miami Department of Housing and Community Development Disbursement of Funds Checklist. 1.11 Intentionally Omitted. 1.12 All ARPA Funds must be drawn down by December 31, 2026, in accordance with ARPA regulations. ARTICLE II MISCELLANEOUS 2.1 This Agreement may only be amended in writing by all the parties hereto. Page 3 of 6 2.2 This Agreement, the ARPA Agreement and the other documents executed by the parties in connection therewith constitute the entire agreement between the parties hereto and no other agreements or representations, unless incorporated in this Agreement, shall be binding upon any of the parties hereto. 2.3 All capitalized terms not defined herein shall have the meanings provided in the ARPA Agreement. 2.4 In the event litigation, arbitration, or mediation, between the parties hereto, arises out of the terms of this Agreement, each party shall be responsible for its own attorney's fees, costs, charges, and expenses through the conclusion of all appellate proceedings, and including any final settlement or judgment. 2.5 Counterparts and Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. [Signature Page Follows] MIAMI 13521675.3 100051/300159 Page 4 of 6 IN WITNESS WHEREOF, this Agreement has been executed by the Project Sponsor and the City on the date first above written. Witnesses: ra-( Print Name: Gabriella Carter Address: r q Miami "L Print Name: Rodrigo Gals Address: 4 q'j t-- 2,hd �v STATE OF FLORIDA ) ):SS COUNTY OF MIAMI-DADE ) PROJECT SPONSOR: 2901 WYNWOOD, LLC, a Florida limited liability company By: 2901 MANAGER LLC, a Florida limited liability company, its Manager By: Name: Oliver L. Gross Title: President (SEAL) The foregoing instrum nt was sworn to and subscribed before me by means of [ ] physical presence or [ ] online notarization this 1t day of June, 2026, by Oliver L. Gross, President of 2901 Manager LLC, a Florida limited liability company, the Manager of 2901 Wynwood, LLB-, a Florida limited liability company, on behalf of the limited liability companies. He is personal! nown to me or has produced identification. NOTARY immo,„40, y 4\1:.•/C�'••.; '''' f(4,3 ' NOT Y PUBLIC �� . Name: NATACHA DESAMOURS Commission No. HH377970 {2 S♦� 2027 My Commission Expires: Page 5 of 6 ATTEST: Todd Ha c� Date: Cipyfa.rk (09.09 APPROVED AS TO FORM AND CORRECTNESS: By: George K. City Attorney song RV AV7)-I ITY: CITY OF MIAMI, a municipal corporation of the State of Flori a a By: James R City Ma Page 6 of 6 EXHIBIT "E" AFFIRMATIVE MARKETING PROCEDURES AND RESPONSIBILITIES Note to all applicants/respondents: This form was developed with Nuance, the official HUD software for the creation of HUD forms. HUD has made available instructions for downloading a free installation of a Nuance reader that allows the user to fill-in and save this form in Nuance. Please see http://portal.hud.gov/hudportal/documents/huddoc?id=nuancereaderinstall.pdf for the instructions. Using Nuance software is the only means of completing this form. Affirmative Fair Housing Marketing Plan (AFHMP) - Multifamily Housing U.S. Department of Housing and Urban Development Office of Fair Housing and Equal Opportunity OMB Approval No. 2529-0013 (exp.1 /31 /2021) la. Project Name & Address (including City, County, State & Zip Code) View 29 2901 NW 2nd Avenue Miami FL 331 1 b. Project Contract Number 1c. No. of Units 116 1d. Census Tract 12086000408 le. Housing/Expanded Housing Market Area Housing Market Area: Zip Code 33150 Expanded Housing Market Area: Miami -Dade County 1f. Managing Agent Name, Address (including City, County, State & Zip Code), Telephone Number & Email Address Weller Workforce Housing 150 2nd Ave. N. Suite 710, St Petersburg, FL 33701 David Gates dgates@wellerwfh.com (678) 973.1711 1g. Application/Owner/Developer Name, Address (including City, County, State & Zip Code), Telephone Number & Email Address 2901 Wynwood LLC; 8500 NW 25th Avenue, Miami FL 33147 Oliver Gross; 305-696-4450; oliverg@nudllc.org 1 h. Entity Responsible for Marketing (check all that apply) n Owner ❑✓ Agent n Other (specify) Position, Name (if known), Address ( including City, County, State & Zip Code), Telephone Number & Email Address Weller Workforce Housing 150 2nd Ave. N. Suite 710, St Petersburg, FL 33701 David Gates dgates@wellerwfh.com (678) 973.1711 To whom should approval and other correspondence concerning this AFHMP be sent? Indicate Name, Address (including City, State & Zip Code), Telephone Number & E-Mail Address. Weller Workforce Housing 150 2nd Ave. N. Suite 710, St Petersburg, FL 33701 David Gates dgates@wellerwfh.com (678) 973.1711 2a. Affirmative Fair Housing Marketing Plan Plan Type Initial Plan 0 Reason(s) for current update: Date of the First Approved AFHMP: 2b. HUD -Approved Occupancy of the Project (check all that apply) El Elderly ❑� Family Ei Mixed (Elderly/Disabled) 111 Disabled 2c. Date of Initial Occupancy 05/30/2022 2d. Advertising Start Date Advertising must begin at least 90 days prior to initial or renewed occupancy for new construction and substantial rehabilitation projects. Date advertising began or will begin 01/01/2022 For existing projects, select below the reason advertising will be used: To fill existing unit vacancies To place applicants on a waiting list (which currently has To reopen a closed waiting list ❑ (which currently has individuals) individuals) 183 Previous editions are obsolete Page 1 of 8 Form HUD-935.2A (12/2011) 3a. Demographics of Project and Housing Market Area Complete and submit Worksheet 1. 3b. Targeted Marketing Activity Based on your completed Worksheet 1, indicate which demographic group(s) in the housing market area is/are least likely to apply for the housing without special outreach efforts. (check all that apply) ❑✓ White ❑ American Indian or Alaska Native ['Asian ❑ Native Hawaiian or Other Pacific Islander ❑✓ Hispanic or Latino ['Families with Children ❑ Other ethnic group, religion, etc. (specify) ❑ Black or African American Persons with Disabilities 4a. Residency Preference Is the owner requesting a residency preference? If yes, complete questions 1 through 5. If no, proceed to Block 4b. (1) Type New Q YRS (2) Is the residency preference area: The same as the AFHMP housing/expanded housing market area as identified in Block le? YRS The same as the residency preference area of the local PHA in whose jurisdiction the project is located? (3) What is the geographic area for the residency preference? YRS City of Miami (4) What is the reason for having a residency preference? City of Miami Ordinance (5) How do you plan to periodically evaluate your residency preference to ensure that it is in accordance with the non-discrimination and equal opportunity requirements in 24 CFR 5.105(a)? Ensure and document equal opportunity and non-discrimination practices as established in project management policies and procedures. Complete and submit Worksheet 2 when requesting a residency preference (see also 24 CFR 5.655(c)(1)) for residency preference requirements. The requirements in 24 CFR 5.655(c)(1) will be used by HUD as guidelines for evaluating residency preferences consistent with the applicable HUD program requirements. See also HUD Occupancy Handbook (4350.3) Chapter 4, Section 4.6 for additional guidance on preferences. 4b. Proposed Marketing Activities: Community Contacts Complete and submit Worksheet 3 to describe your use of community contacts to market the project to those least likely to apply. 4c. Proposed Marketing Activities: Methods of Advertising Complete and submit Worksheet 4 to describe your proposed methods of advertising that will be used to market to those least likely to apply. Attach copies of advertisements, radio and television scripts, Internet advertisements, websites, and brochures, etc. Previous editions are obsolete 184 Page 2 of 8 Form HUD-935.2A (12/2011) 5a. Fair Housing Poster The Fair Housing Poster must be prominently displayed in all offices in which sale or rental activity takes place (24 CFR 200.620(e)). Check below all locations where the Poster will be displayed. ❑✓ Rental Office El Real Estate Office Model Unit Other (specify) 5b.Affirmative Fair Housing Marketing Plan The AFHMP must be available for public inspection at the sales or rental office (24 CFR 200.625). Check below all locations where the AFHMP will be made available. O Rental Office Real Estate Office El Model Unit Other (specify) 5c. Project Site Sign Project Site Signs, if any, must display in a conspicuous position the HUD approved Equal Housing Opportunity logo, slogan, or statement (24 CFR 200.620(f)). Check below all locations where the Project Site Sign will be displayed. Please submit photos of Project signs. 0 Rental Office El Real Estate Office El Model Unit ❑✓ Entrance to Project Other (specify) The size of the Project Site Sign will be TBD x TBD The Equal Housing Opportunity logo or slogan or statement will be TBD x TBD 6. Evaluation of Marketing Activities Explain the evaluation process you will use to determine whether your marketing activities have been successful in attracting individuals least likely to apply, how often you will make this determination, and how you will make decisions about future marketing based on the evaluation process. The resident will be given page 3 of the tenant income certification form to complete which indicates race, and disability if applicable. The evaluation process will be reviewed semi-annually. We will semi-annually review the race of community residents to determine if the least likely to apply is the same or should be amended to accommodate current demographics. We will also monitor the referrals from community contacts to evaluate the effectiveness of the selected contacts and select new contacts if the results show the need for change. Previous editions are obsolete Page 3of8 183 Form HUD-935.2A(12/2011) 7a. Marketing Staff What staff positions are/will be responsible for affirmative marketing? All marketing staff 7b. Staff Training and Assessment: AFHMP (1) Has staff been trained on the AFHMP? (2) Has staff been instructed in writing and orally on non-discrimination and fair housing policies as required by 24 CFR 200.620(c)? (3) f yes, who provides instruction on the AFHMP and Fair Housing Act, and how frequently? Yps YP% THE AFFMP provides directions on implementing the plan as attached, Fair Housing Training will be provided by sending staff to professional training. (4) Do you periodically assess staff skills on the use of the AFHMP and the application of the Fair Housing Act? YPs 0 (5) f yes, how and how often? Initial and Annual classes 7c. Tenant Selection Training/Staff (1) Has staff been trained on tenant selection in accordance with the project's occupancy policy, including any residency preferences? YPs 0 (2) What staff positions are/will be responsible for tenant selection? Head of Marketing 7d. Staff Instruction/Training: Describe AFHM/Fair Housing Act staff training, already provided or to be provided, to whom it was/will be provided, content of training, and the dates of past and anticipated training. Please include copies of any AFHM/Fair Housing staff training materials. The employees will sign a Fair Housing Discrimination Form when they are hired regarding Fair Housing Discrimination and will be instructed to take Fair Housing I & II where they'll be further instructed on Fair Housing Rules and Regulations to ensure the employee thoroughly understands the importance of treating everyone equally. Previous editions are obsolete P4041 of 8 Form HUD-935.2A (12/2011) 8. Additional Considerations Is there anything else you would like to tell us about your AFHMP to help ensure that your program is marketed to those least likely to apply for housing in your project? Please attach additional sheets, as needed. N/A 9. Review and Update By signing this form, the applicant/respondent agrees to implement its AFHMP, and to review and update its AFHMP in accordance with the instructions to item 9 of this form in order to ensure continued compliance with HUD's Affirmative Fair Housing Marketing Regulations (see 24 CFR Part 200, Subpart M). I hereby certify that all the information stated herein, as well as any information provided in the accompaniment herewith, is true and accurate. Warning: HUD will prosecute false claims and statements. Conviction may result in criminal and/or civil penalties. (See 18 U.S.C. 1001, 1010, 1012; 31 U.S.C. 3729, 3802). Signature of person submitting this Plan & Date of Submission (mm/dd/yyyy) Name (type or print) Oliver Gross Title & Name of Company President, NUD, Lead Managing Member For HUD -Office of Housing Use Only Reviewing Official: For HUD -Office of Fair Housing and Equal Opportunity Use Only nApproval n Disapproval Signature & Date (mm/dd/yyyy) Signature & Date (mm/dd/yyyy) Name (type or print) Title Name (type or print) Title Previous editions are obsolete 1853 Page 5 of 8 Form HUD-935.2A (12/2011) Worksheet 1: Determining Demographic Groups Least Likely to Apply for Housing Opportunities (See AFHMP, Block 3b) In the respective columns below, indicate the percentage of demographic groups among the project's residents, current project applicant data, census tract, housing market area, and expanded housing market area (See instructions to Block le). If you are a new construction or substantial rehabilitation project and do not have residents or project applicant data, only report information for census tract, housing market area, and expanded market area. The purpose of this information is to identify any under -representation of certain demographic groups in terms of race, color, national origin, religion, sex, familial status, or disability. If there is significant under -representation of any demographic group among project residents or current applicants in relation to the housing/expanded housing market area, then targeted outreach and marketing should be directed towards these individuals least likely to apply. Please indicate under -represented groups in Block 3b of the AFHMP. Please attach maps showing both the housing market area and the expanded housing market area. Demographic Characteristics Projects Residents Project's Applicant Data Census Tract Housing Market Area Expanded Housing Market Area %White 6.1% 19.62% 74.72% % Black or African American 76.83% 71.3% 17.64% % Hispanic or Latino 15.85% 25.57% 68.76% %Asian 0.0% 0.38% 1.58% % American Indian or Alaskan Native 0.0% 0.39% 0.21 % % Native Hawaiian or Pacific Islander 4 0.0% 0.01 % 0.03% %Persons with Disabilities Not Available Not Available 5.8% % Families with Children under the age of 18 39.05% 40.18% 36.16% Other (specify) Worksheet 2: Establishing a Residency Preference Area (See AFHMP, Block 4a) Complete this Worksheet if you wish to continue, revise, or add a residency preference, which is a preference for admission of persons who reside or work in a specified geographic area (see 24 CFR 5.655(c)(1)(ii)). If a residency preference is utilized, the preference must be in accordance with the non-discrimination and equal opportunity requirements contained in 24 CFR 5.105(a). This Worksheet will help show how the percentage of the population in the residency preference area compares to the demographics of the project's residents, applicant data, census tract, housing market area, and expanded housing market area. Please attach a map clearly delineating the residency preference geographical area. Demographic Characteristics Project's Residents (as determined in Worksheet 1) Project's Applicant Data (as determined in Worksheet 1) Census Tract (as determined in Worksheet 1) Housing Market Area (as determined in Worksheet 1) Expanded Housing Market Area (as determined in Worksheet 1) Residency Preference Area (if applicable) % White 6.1% 19.62% 74.72% % Black or African American 76.83% 71.3% . 17.64% % Hispanic or Latino 15.85% 25.57% 68.76% % Asian 0.0% 0.38% 1.58% % American Indian or Alaskan Native 0.0% 0.39% 0.21 % % Native Hawaiian or Pacific Islander 0.0% 0.01 % 0.03% % Persons with Disabilities Not Available Not Available 5.8% % Families with Children under the age of 18 39.05% 40.18% 36.16% Other (specify) 189 Worksheet 3: Proposed Marketing Activities —Community Contacts (See AFHMP, Block 4b) For each targeted marketing population designated as least likely to apply in Block 3b, identify at least one community contact organization you will use to facilitate outreach to the particular population group. This could be a social service agency, religious body, advocacy group, community center, etc. State the names of contact persons, their addresses, their telephone numbers, their previous experience working with the target population, the approximate date contact was/will be initiated, and the specific role they will play in assisting with the affirmative fair housing marketing. Please attach additional pages if necessary. Targeted Population(s) Community Contact(s), including required information noted above. White Neighborhood Housing Services of South Florida, Kim Henderson, 300 NW 12th Ave Miami, FL 33128-1019 Hispanic or Latino Hispanic American United Methodist Church, Director, Danillo Quevedo, 1098 East 1st Ave, Hialeah, FL PH305-805-0815 188 Worksheet 4: Proposed Marketing Activities — Methods of Advertising (See AFHMP, Block 4c) Complete the following table by identifying your targeted marketing population(s), as indicated in Block 3b, as well as the methods of advertising that will be used to market to that population. For each targeted population, state the means of advertising that you will use as applicable to that group and the reason for choosing this media. In each block, in addition to specifying the media that will be used (e.g., name of newspaper, television station, website, location of bulletin board, etc.) state any language(s) in which the material will be provided, identify any alternative format(s) to be used (e.g. Braille, large print, etc.), and specify the logo(s) (as well as size) that will appear on the various materials. Attach additional pages, if necessary, for further explanation. Please attach a copy of the advertising or marketing material. Targeted Populations)—> Methods of Advertising 1 Targeted Population: Targeted Population: Targeted Population: Newspaper(s) Hispanic or Latino: El Neuvo Herald; Diarios White: Miami Herald Radio Station(s) TV Station(s) Electronic Media Bulletin Boards Brochures, Notices, Flyers Spanish Language Other (specify) 189 8. Additional Considerations Is there anything else you would like to tell us about your AFHMP to help ensure that your program is marketed to those least likely to apply for housing in your project? Please attach additional sheets, as needed. 9. Review and Update By signing this form, the applicant/respondent agrees to implement its AFHMP, and to review and update its AFHMP in accordance with the instructions to item 9 of this form in order to ensure continued compliance with HUD's Affirmative Fair Housing Marketing Regulations (see 24 CFR Part 200, Subpart M). I hereby certify that all the information stated herein, as well as any information provided in the accompaniment herewith, is true and accurate. Warning: HUD will prosecute false claims and statements. Conviction may result in criminal and/or civil penalties. (See 18 U.S.C. 1001, 1010, 1012; 31 U.S.C. 3729, 3802). Sig atrej f person submi�ti this & p'atf Submission (mmldd/.yyyy) bfrie (fype,or print). Oliver Gross Title & Name of Company President, NUD, Lead Managing Member For HUD -Office of Housing Use Only Reviewing Official: For HUD -Office of Fair Housing and Equal Opportunity Use Only aApproval n Disapproval Signature & Date (mm/dd/yyyy) Signature & Date (mm/dd/yyyy) Name (type or print) Title Name { �ihrPe . print) Title. Previous editions are obsolete 192 Pace 5 of 8 Form HUD-935.2A (12/20111 EXHIBIT "F" FORM OF MORTGAGE Prepared by, and after recording, return to: Raymond Pereira, Esq. Assistant City Attorney, City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 Tel: (305) 416-1800 After recording return to: Maria T. Ason Contract Compliance Analyst City of Miami Department of Housing and Community Development 444 S.W. 2nd Avenue Miami, FL 33130-1910 Property Address: 2901 NW 2nd Avenue Miami, Florida 33127 Note to Recorder: This mortgage is given to secure the fmancing of housing under Part V of Chapter 420 of the Florida Statutes and is exempt from taxation pursuant to Section 420.513 Florida Statutes. LEASEHOLD MORTGAGE AND SECURITY AGREEMENT FOR 2901 WYNWOOD, LLC THIS LEASEHOLD MORTGAGE AND SECURITY AGREEMENT (hereinafter referred to as the "Mortgage"), is executed and delivered the day of , 2026 by and 2901 WYNWOOD, LLC, a Florida limited liability company, whose address is 9999 NE 2nd Avenue, Suite 314, Miami Shores, FL 33138 (hereinafter called "Mortgagor"), to 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 "Mortgagee"). RECITALS WHEREAS, on December 19, 2023 and as affirmed on September 20, 2024, and on March 25, 2026, and on May 6, 2026, and on June 24, 2026, the Mortgagee approved an allocation of Two Million Seven Hundred Fifty Thousand and 00/100 Dollars ($2,750,000.00) in American Rescue Plan Act of 2021 ("ARPA") funds for construction of affordable residential apartment units ("Project"); and WHEREAS, Mortgagor has delivered to Mortgagee that certain ARPA Promissory Note for View 29, of even date herewith, made by Mortgagor in favor of Mortgagee (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, and together with any and all renewals, replacements, extensions, modifications, substitutions, future advances and any other evidence of indebtedness evidenced by said Promissory Note) (the "Note"), which Note evidences the indebtedness in the amount of Two Million Seven Hundred Fifty Thousand and 00/100 Dollars ($2,750,000.00) (the "Loan"). NOW THEREFORE, in consideration of the making of the Loan by Mortgagee and the covenants, agreements, representations and warranties set forth in this Mortgage: WITNESSETH THAT: FOR GOOD AND VALUABLE CONSIDERATION, as set forth in the above recitals that are hereby incorporated by reference, the receipt and sufficiency of which are hereby Page 1 of 15 acknowledged, and also in consideration of the aggregate sum named in the Note, in the original principal amount of Two Million Seven Hundred Fifty and 00/100 Dollars ($2,750,000.00), the Mortgagor does grant, bargain sell, alien, remise, release, convey and confirm unto the Mortgagee all of Mortgagor's right, title and interest in and to its leasehold estate in that certain tract of land which the Mortgagor is now seized and possessed and in actual possession, situate in Miami -Dade County, State of Florida, located at 2901 NW 2nd Avenue Miami, Florida 33127 , legally described as follows: SEE EXHIBIT "A" ATTACHED HERETO TOGETHER WITH all structures and improvements now and hereafter located thereon, the rents, issues and profits thereof, all furniture, furnishings, fixtures and equipment now located thereon, and also all gas and electric fixtures, heaters, air conditioning, equipment, machinery, motors, baths, tubs, sinks, water closets, faucets, pipes and other plumbing and heating fixtures, refrigerators, blinds, and other window treatments, which are now or may hereafter pertain to or be used with, in or on said premises, and which, even though they be detached or detachable, are and shall be deemed to be fixtures and accessions to the freehold and a part of the realty, and all additions thereto and replacements thereof, which real property, improvements and personalty shall hereinafter collectively be referred to as the "Mortgaged Property". TO HAVE AND TO HOLD the same, together with all tenements and hereditaments and appurtenances, unto the Mortgagee for and during the tern of the leasehold estate described herein. The Mortgagor does covenant with the Mortgagee that Mortgagor is the lawful owner of a leasehold estate in the Mortgaged Property; that the Mortgagor has full power and lawful right to mortgage and encumber its leasehold interest as aforesaid; that such leasehold interest is free from all encumbrances except as specified on Exhibit "B", attached hereto and incorporated herein; that the Mortgagor will make such further assurances to perfect its leasehold title to the Mortgaged Property in the Mortgagee as may reasonably be required; and that the Mortgagor does hereby fully warrant its leasehold interest in the Mortgaged Property and will defend the same against the lawful claims of all persons whomsoever. PROVIDED ALWAYS, that if the Mortgagor shall pay unto the Mortgagee or otherwise perform and fulfill its obligations with respect to the indebtedness and obligations evidenced by the Note, and shall perform, comply with and abide by each and every one of the stipulations, agreements, conditions and covenants of the Note, this Mortgage and the Loan Agreement of even date herewith (the "Agreement" or "Loan Agreement") and the other loan documents executed in connection herewith and therewith (hereinafter collectively referred to as "the Loan Documents"), then this Mortgage and the estate thereby created shall cease and be null and void. AND THE MORTGAGOR HEREBY COVENANTS AND AGREES AS FOLLOWS: 1. PERFORMANCE OF NOTE AND MORTGAGE. The Mortgagor shall pay or otherwise fully perform its obligations with respect to the payment of all and singular the principal, interest and other sums of money payable by virtue of the Note and this Mortgage, or either, promptly on the days when the same severally become due and payable, and shall perform, comply with and abide by each and every of the stipulations, agreements, conditions and covenants set forth in the Note, this Mortgage and the Loan Documents. Page 2of15 2. TAXES AND OTHER CHARGES. The Mortgagor shall pay when due and payable and before any interest, charge or penalty is due thereon, without any deduction, defalcation or abatement, all taxes, assessments, levies, liabilities, obligations, encumbrances, water and sewer rents and all other charges or claims of every nature and kind which may be imposed, suffered, placed, assessed, levied, or filed at any time against this Mortgage, the Mortgaged Property or any part thereof or against the interest of the Mortgagee therein, or which by any present or future law may have priority over the indebtedness secured hereby either in lien or in distribution out of the proceeds of any judicial sale, without regard to any law heretofore or hereafter to be enacted imposing payment of the whole or of any part upon the Mortgagee; and insofar as any such tax, assessment, levy, liability, obligation or encumbrance is of record, the same shall be promptly satisfied and discharged of record and the original official document (such as, for instance, the tax receipt or the satisfaction paper officially endorsed or certified) shall be placed in the hands of the Mortgagee no later than such dates; provided, however, that if, pursuant to this Mortgage or otherwise, the Mortgagor shall have deposited with the Mortgagee before the due date thereof sums sufficient to pay any such taxes, assessments, levies, water and sewer rents, charges or claims, and the Mortgagor is not otherwise in default, they shall be paid by the Mortgagee; and provided further, that if the Mortgagor in good faith and by appropriate legal action shall contest the validity of any such items or the amount thereof, and shall have established on its books or by deposit of cash with the Mortgagee, as the Mortgagee may elect, a reserve for the payment thereof in such amount as the Mortgagee may require, then the Mortgagor shall not be required to pay the item or to produce the required receipts: (a) while the reserve is maintained; and (b) so long as the contest operates to prevent collection, is maintained and prosecuted with diligence, and shall not have been terminated or discontinued adversely to the Mortgagor. The Mortgagor shall furnish the Mortgagee with annual receipted tax bills evidencing payment within ninety (90) days from their initial due date. 3. INSTALLMENTS FOR INSURANCE, TAXES AND OTHER CHARGES. Without limiting the effect of Paragraphs 2 or 5 hereof, and subject to the terms of the Subordination Agreement, the Mortgagee may require the Mortgagor to pay to the Mortgagee, monthly with the monthly installments of principal and interest, an amount equal to one -twelfth (1/12) of the annual premiums for the insurance policies referred to hereinabove and the annual real estate taxes, water and sewer rents, any special assessments, charges or claims and any other item which at any time may be or become a lien upon the Mortgaged Property prior to the lien of this Mortgage; and on demand from time to time the Mortgagor shall pay to the Mortgagee any additional sums necessary to pay the premiums and other items, all as estimated by the Mortgagee. The amounts so paid shall be used in payment thereof if the Mortgagor is not otherwise in default hereunder. No amount so paid shall be deemed to be trust funds but may be commingled with general funds of the Mortgagee, and no interest shall be payable thereon. If, pursuant to any provision of this Mortgage, the whole amount of the unpaid principal debt becomes due and payable, the Mortgagee shall have the right, at its election, to apply any amount so held against the entire indebtedness secured hereby. At the Mortgagee's option, the Mortgagee from time to time may waive, and after any such waiver may reinstate, the provisions of this Paragraph requiring monthly payments. 4. ATTORNEYS' FEES AND COSTS. Subject to Paragraph 11, in the event litigation, arbitration, or mediation, between the parties hereto, arises out of the terms of this Mortgage, each party shall be responsible for its own attorney's fees, costs, charges, Page 3 of 15 and expenses through the conclusion of all appellate proceedings, and including any final settlement or judgment. 5. INSURANCE. The Mortgagor shall keep the buildings and improvements now or hereafter erected on the Mortgaged Property continuously insured under a policy or policies providing coverage on an "all risk" basis, in a sum not less than full insurable value, including flood insurance if requested by the Mortgagee, in a company or companies acceptable to the Mortgagee. Subject to the terms of the Subordination Agreement, the policy or policies of insurance shall be held by and be payable to the Mortgagee. In the event any sum of money becomes payable under such policy or policies, the Mortgagee shall have the option to receive and apply the same on account of the indebtedness secured by this Mortgage or to permit the Mortgagor to receive and use it, or any part thereof, for other purposes, without thereby waiving or impairing any equity lien or right under or by virtue of this Mortgage. In the event the Mortgagor fails to procure and maintain the insurance coverage required hereby, the Mortgagee may procure and pay for such insurance or any part thereof, without waiving or affecting its option to foreclose this Mortgage, or any right thereunder. Each and every such payment made by the Mortgagee shall be secured by this Mortgage; shall be due and payable on demand; and, shall bear interest from the date each such payment is made at the maximum rate permitted by law. Notwithstanding any provision contained herein, but subject to the Permitted Senior Financing loan documents, Mortgagee will not exercise its option to receive and apply the insurance funds to the indebtedness if there has not been an Event of Default under the Loan Documents and Mortgagor demonstrates there are sufficient funds to rebuild, repair or restore the improvements on the Mortgaged Property. 6. CARE OF THE MORTGAGED PROPERTY. The Mortgagor shall exercise reasonable care in the maintenance of the Mortgaged Property, and shall not permit, commit or suffer any waste, impainnent or deterioration of the Mortgaged Property or any part thereof. In the event the Mortgagor fails to keep the Mortgaged Property in good repair, the Mortgagee may make such repairs as it may deem necessary in its sole discretion for the proper preservation thereof, and the full amount of each such payment shall be due and payable with interest at the maximum rate permitted by law on demand, and shall be secured by the lien of this Mortgage. 7. EXISTING/OTHER MORTGAGES AND OBLIGATIONS. Any default in the payment or terms and conditions of any existing or other mortgage(s) which encumber the Property, or any modification of, and/or acceptance of future advances from, any existing or other mortgage(s), other than in connection with the Permitted Senior Financing (as defined in the Loan Agreement), without notice and prior written approval of Mortgagee, shall constitute a default hereunder and the Mortgagee, at its option, may declare all sums due and payable and accelerate the entire indebtedness. Notwithstanding the foregoing or anything to the contrary contained herein, Mortgagee's consent shall not be required in connection with a refinancing of the Permitted Senior Financing (as such term is defined in the Loan Agreement), so long as the refinancing does not further subordinate the Lender's lien position or increase the maximum principal loan amounts of the Permitted Senior Financing, as identified in Schedule A of the Loan Agreement. The Mortgagee may, at its option, and without waiving its right to accelerate the indebtedness hereby secured and to foreclose the same, pay either before or after delinquency any or all of those certain obligations required by the terms hereof to be paid by the Mortgagor for the protection of the Mortgage security or for the collection of the indebtedness hereby secured. All Page 4of15 sums so advanced or paid by Mortgagee shall be charged into the mortgage account, and every payment so made shall bear interest from the date thereof at the delinquent rate specified in said Note, and become an integral part thereof, subject in all respects to the terms, conditions and covenants of the aforesaid Note, and this Mortgage, as fully and to the same extent as though a part of the original indebtedness evidenced by said Note and secured by this Mortgage, excepting however, that said sums shall be repaid to the Mortgagee within fifteen (15) days after demand by the Mortgagee to the Mortgagor for said payment. 8. INSPECTION. The Mortgagee, and any persons authorized by the Mortgagee, shall have the right at any time, upon reasonable notice to the Mortgagor, to enter the Mortgaged Property at a reasonable hour to inspect and photograph its condition and state of repair, subject to the rights of tenants under the terms of their leases. 9. ACCELERATION OF MATURITY. That (a) in the event of any breach of this Mortgage or default on the part of the Mortgagor, which is not cured within thirty (30) days following written notice from the Mortgagee, or if such default cannot practicably be cured within thirty (30) days, then within such additional time as may be required to effect a cure, so long as (i) the cure is commenced within thirty (30) days and is diligently prosecuted and (ii) the lack of a cure during such continuing cure period has no material adverse effect on the Mortgaged Property, or (b) in the event any of said sums of money herein referred to be not promptly and fully paid within fifteen (15) days next after the same severally become due and payable, without demand or notice; or (c) in the event each and every stipulation, agreement, condition and covenants of the Note, the Loan Agreement, this Mortgage, or any of the Loan Documents, are not duly, promptly and fully performed, discharged, executed, effected, completed, complied with and abided by, subject to any applicable notice and cure periods as may be provided in the Agreement; or (d) in the event the Mortgagor shall fail, within ten (10) days written notice by the Mortgagee to execute a Mortgagor's certificate in favor of any assignee or prospective assignee of the Mortgagee's interest hereunder which certificate shall contain such acknowledgments, affirmations, and covenants as may be reasonably required to enable the Mortgagee to assign their interest hereunder, or (e) upon the rendering by any court of last resort of a decision that an undertaking by the Mortgagor as herein provided to pay taxes, assessments, levies liabilities, obligations and encumbrances is legally inoperative or cannot be enforced, or (f) in the event of the passage of any law changing in any way or respect the laws now in force for the taxation of mortgages or debts secured thereby, or the manner of collection of any such taxes, so as to materially adversely affect this Mortgage or the debt secured hereby; or (g) in the event there exists an Event of Default under and pursuant to the terms of any other obligation of any kind or nature whatsoever of the Mortgagor to the Mortgagee, direct or contingent, whether now existing or hereafter due, existing, created or arising, then in either or any such event, the said aggregate sum mentioned in said Note then remaining unpaid, with interest accrued, and all other fees and charges due in connection therewith, and all monies secured hereby shall become due and payable forthwith, or thereafter, at the option of the Mortgagee or successor mortgagee hereof, as fully and completely as if all of the sums of money were originally stipulated to be paid on such day, anything in the Note and/or in this Mortgage to the contrary notwithstanding; and thereupon or thereafter, at the option of the Mortgagee or successor mortgagee hereof, without notice or demand, suit at law or in equity, therefore, or thereafter begun, may be prosecuted as if all money secured hereby had matured prior to its institution. Page 5of15 Delays or suspensions of construction or performance caused by force majeure events, weather conditions, supply -chain disruptions, labor shortages, or governmental or lender approval delays shall not constitute an Event of Default or basis for acceleration. 10. NO ADDITIONAL FINANCING. The Mortgagor hereby covenants and agrees that Mortgagor shall not procure any other financing in connection with the Mortgaged Property without the prior written consent of the Mortgagee other than financings disclosed to the Mortgagee in writing as of the date hereof. Mortgagee hereby acknowledges and consent to the Permitted Senior Financing and Permitted Subordinate Financing (as such terms are defined in the ARPA Loan Agreement) and unsecured subordinate loans from the members or guarantors of the Mortgagor payable solely from cash flow as permitted under the Mortgagor's organizational documents which for the avoidance of any confusion or doubt, said unsecured subordinate loans from members or guarantors shall not be deemed to be Permitted Senior Financing and Permitted Subordinate Financing. 11. DEFENSE OF MORTGAGED PROPERTY AND MORTGAGE. If any action or proceeding shall be commenced by any person other than the Mortgagee, and the Mortgagee is made a party, or in which it shall become necessary for the Mortgagee to defend or take action to uphold or defend the lien of this Mortgage, all sums paid or incurred by the Mortgagee for the expense of any litigation, including court costs and reasonable attorneys' fees incurred in any trial, appellate, and bankruptcy proceedings, to prosecute or defend the rights and liens created by this Mortgage shall be paid by the Mortgagor, together with interest thereon at the maximum rate permitted by law from the date thereof, and any such sum and interest thereon shall be a claim upon the Mortgaged Property, attaching or accruing subsequent to the lien of this Mortgage, and shall be secured by the lien of this Mortgage. 12. CONDEMNATION. Subject to Section 6.23 of the Loan Agreement and the rights of any lender of the Permitted Senior Financing, in the event the Mortgaged Property or any part thereof shall be condemned under the power of eminent domain, and subject to the terms of the Subordination Agreement, the Mortgagee shall have the right to demand that all damages awarded for such taking be paid to the Mortgagee and shall be entitled to receive same, up to the aggregate amount then remaining unpaid on the Note and this Mortgage, and any such sums shall be applied to the payments last payable thereof. 13. SUBROGATION. To the extent of the indebtedness of the Mortgagor to the Mortgagee as described in the Note, the Mortgagee shall be subrogated to the lien and the rights of the owners and holders of each and every mortgage, lien or other encumbrance on the Mortgaged Property which is paid or satisfied, in whole or in part, out of the proceeds of the Note. The respective liens of such mortgages, liens or other encumbrances shall be and are hereby security for the Note, as if they had been regularly assigned, transferred, and delivered unto the Mortgagee, notwithstanding the fact that the same may be set aside and canceled of record. It is the intention of the parties hereto that the prior mortgages, liens or other encumbrances will be satisfied and canceled of record by the holders thereof at or about the time of the recording of this Mortgage. 14. APPOINTMENT OF RECEIVER. At any time while a suit is pending to foreclose or to reform this Mortgage or to enforce any claims arising hereunder, the Mortgagee may apply to a court of appropriate jurisdiction for the appointment of a receiver, and such court shall forthwith appoint a receiver of the Mortgaged Property, including all and singular the income, Page 6 of 15 profits, rents, issues and revenues from whatever source derived. The receiver shall have all the broad and effective functions and powers in anywise entrusted by a court to a receiver, and such appointment shall be granted by such court as an admitted equity and as a matter of absolute right to the Mortgagee without reference to the adequacy or inadequacy of the value of the Mortgaged Property, or to the solvency or insolvency of the Mortgagor or the Defendants upon All income, profits, rents, issues and revenues collected by the receiver shall be applied by such receiver according to the lien of this Mortgage, and the practice of such court. 15. NO TRANSFER OF MORTGAGED PROPERTY. Except as may be otherwise permitted in the ARPA Loan Agreement, it is expressly agreed that should the Mortgagor convey Mortgagor's interest in the Mortgaged Property, or any legal or equitable interest therein to any person, firm or corporation or shall permit or create any further encumbrances upon the Mortgaged Property, without the prior written approval of the Mortgagee to such conveyance or encumbrance, all sums outstanding under the Note and secured by this Mortgage shall become immediately due and payable, at the option of the Mortgagee. 16. LEASES AFFECTING MORTGAGED PROPERTY. The Mortgagor shall comply with and observe its obligations as landlord under all residential leases affecting the Mortgaged Property or any part thereof. Upon request, the Mortgagor shall furnish promptly to the Mortgagee executed copies of all such residential leases now existing or hereafter created. The Mortgagor shall not accept payment of rent under such residential leases thereunder more than one (1) month in advance without the prior written consent of the Mortgagee. Nothing contained in this Section or elsewhere in this Mortgage shall be construed to make the Mortgagee a mortgagee in possession unless and until the Mortgagee actually takes possession of the Mortgaged Property either in person or through an agent or receiver. To the extent not provided by applicable law, each lease of the Mortgaged Property, shall provide that, in the event of the enforcement by the Mortgagee of the remedies provided for by law or by this Mortgage, the lessee thereunder will, if requested by the Mortgagee or by any person succeeding to the interest of the Mortgagee as the result of said enforcement, automatically become the lessee of any such successor in interest, without any change in the terms or other provisions of the respective lease; provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease not in excess of an amount equal to one (1) month's rental, or (ii) any amendment or modification in the lease made without the consent of the Mortgagee or any successor in interest. Each lease shall also provide that, upon request by said successor in interest, the lessee shall execute and deliver an instrument or instruments confirming its attornment. 17. ASSIGNMENT OF RENTS, ISSUES AND PROFITS. The Mortgagor does hereby bargain, sell, transfer, assign, convey, set over and deliver unto the Mortgagee, as security for the payment and performance of all the terns and conditions of the Note and this Mortgage, and any and all amendments, extensions and renewals thereof, all leases affecting the Mortgaged Property or any part thereof now existing or which may be executed at any time in the future during the life of this Mortgage, and all amendments, extensions and renewals of said leases and any of them, and all rents and other income which may now or hereafter be or become due or owing under the leases, and any of them, on account of the use of the Mortgaged Property, it being intended hereby to establish a complete transfer of the leases hereby assigned and all the rents and other income arising thereunder and on account of the use of the Mortgaged Property unto the Page 7 of 15 Mortgagee, with the right, but without the obligation, to collect all of said rents and other income which may become due during the life of the Note and this Mortgage. The Mortgagor agrees to deliver to the Mortgagee upon demand such leases as may from time to time be designated by the Mortgagee. Although'it is the intention of the parties that this shall be a present assignment, it is expressly understood and agreed, anything herein contained to the contrary notwithstanding, that the Mortgagee shall not exercise any of the rights or powers herein conferred upon it until a default shall occur under the terms and provisions of the Note and this Mortgage or an Event of Default, as such term is defined in the ARPA Loan Agreement ("Event of Default") shall occur and be continuing after any applicable notice and/or cure periods, but upon the occurrence of any Event of Default or a default under the Note and this Mortgage, and after any applicable notice and or cure periods have lapsed, but upon the occurrence of any default or Event of Default, and after any applicable notice and or cure periods have lapsed, the Mortgagee shall be entitled, upon notice to the tenants, to all rents and other amounts then due under the leases and thereafter accruing, and this Mortgage shall constitute a direction to and full authority to the tenants, lessees or other occupants of the premises (hereinafter collectively referred to as the "Tenants") to pay all said amounts to the Mortgagee without proof of the default relied upon. The Tenants are hereby irrevocably authorized to rely upon and comply with any notice or demand by the Mortgagee for the payment to the Mortgagee of any rental or other sums which may be or thereafter become due under the leases, or for the performance of any of the Tenants undertakings under the leases and shall have no right or duty to inquire as to whether any default under this Mortgage has actually occurred or is then existing. 18. MORTGAGE CONSTITUTES SECURITY AGREEMENT. This Mortgage also constitutes a .security agreement as defined under the Uniform Commercial Code. The Mortgagor hereby grants to the Mortgagee a security interest in and to all furniture, furnishings, equipment, machinery, and personal property of every nature whatsoever now owned or hereafter acquired by the Mortgagor located upon the Mortgaged Property together with all proceeds therefrom and as further described in an exhibit to this Mortgage of even date herewith, if any. The Mortgagor shall execute any and all documents as the Mortgagee may request, including, without limitation, financing statements pursuant to the Uniform Commercial Code as adopted by the State of Florida, to preserve and maintain the priority of the lien created hereby on property which may be deemed personal property or fixtures. The Mortgagor hereby authorizes and empowers the Mortgagee to execute and file on behalf of the Mortgagor all financing statements and refiling and continuations thereof as the Mortgagee deems necessary or advisable to create, preserve or protect said lien. The Mortgagor and Mortgagee expressly agree that the filing of a financing statement shall never be construed as in anywise derogating from or impairing the express declaration and intention of the parties hereto that all such personality located on or utilized in connection with the real property encumbered by this Mortgage shall at all times and for all purposes, in all proceedings both legal and equitable, be deemed a part of the real property encumbered by this Mortgage. 19. CARE OF PROPERTY. (a) (a) The Mortgagor shall preserve and maintain the Mortgaged Property in good condition and repair. Except for: (i) repairs or replacements for ordinary wear and tear or in the ordinary course of management of the Mortgaged Property; (ii) tenant or similar improvements and upgrades; and (iii) repairs, replacements, or other restorations in the event of a casualty or condemnation that are performed in accordance with the Loan Agreement, the Mortgagor shall not Page 8 of 15 remove, demolish, alter or change the use of any building, structure or other improvement presently or hereafter on the Mortgaged Property constituting any part of the Mortgaged Property without the prior written consent of the Mortgagee. The Mortgagor shall not permit, commit or suffer any waste, impairment or deterioration of the Mortgaged Property or of any part thereof, and will not take any action which will increase the risk of fire or other hazard to the Mortgaged Property or to any part thereof. The Mortgagor shall comply with all applicable local, state, and federal regulations in regards to the Property. (b) Except as otherwise provided in this Mortgage, no fixture, personal property or other part of the Mortgaged Property shall be removed, demolished or altered, without the prior written consent of the Mortgagee. The Mortgagor may sell or otherwise dispose of, free from the lien of this Mortgage, furniture, furnishings, equipment, tools, appliances, machinery, fixtures or appurtenances, subject to the lien hereof, which may become worn out, undesirable or obsolete, only if they are replaced immediately with similar items of at least equal value which shall, without further action, become subject to the lien of this Mortgage. 20. MORTGAGE SECURES INDEBTEDNESS. It is expressly agreed and understood that this Mortgage secures the indebtedness and the obligation of the Mortgagor to the Mortgagee with respect to the Note, as the same is evidenced by the Note, and all renewals, extensions and modifications thereof. This Mortgage shall not be deemed released, discharged or satisfied until the entire indebtedness evidenced by the Note is paid in full. 21. MORTGAGEE'S REMEDIES CUMULATIVE. The Mortgagor agrees that all rights of the Mortgagee hereunder shall be separate, distinct, and cumulative, and that none shall be in exclusion of the other, and that no act of the Mortgagee shall be construed as an election to proceed under any provision of covenant herein to the exclusion of any other, notwithstanding anything herein to the contrary. 22. FUTURE ADVANCES. Pursuant to the laws of the State of Florida, this Mortgage shall secure not only the existing indebtedness evidenced by the Note, but also such future advances as may be made by the Mortgagee to the Mortgagor in accordance with the Note, this Mortgage, or any other Loan Document executed in connection herewith, whether or not such advances are obligatory or are to be made at the option of the Mortgagee, or otherwise, and as are made within twenty (20) years from the date hereof, to the same extent as if such future advances were made on the date of the execution of this Mortgage. The total amount of indebtedness that may be so secured may decrease or increase from time to time, but the total unpaid balance so secured at one time shall not exceed one and a half times the face amount of the Note, plus interest thereon, and any disbursements made for the payment of taxes, levies or insurance on the Mortgaged Property with interest on such disbursements at the rate designated in the Note to apply following a default thereunder. 23. INDEMNIFICATION. The Mortgagor hereby protects, indemnifies, defends, and saves harmless the Mortgagee, its officers, directors, agents and employees, from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including without limitation, reasonable attorneys' fees and expenses) unposed upon, incurred by or asserted against the Mortgagee or any of such persons by reason of (a) ownership of any interest in the Mortgaged Property or any part thereof, (b) any accident, injury to or death of persons or loss of or damage to property occurring on or about the Mortgaged Property or any part thereof or the adjoining sidewalks, curbs, vaults and vault space, if any, streets or ways, (c) Page 9 of 15 any use, disuse or condition of the Mortgaged Property or any part thereof, or the adjoining sidewalks, curbs, vaults and vault space, if any, or any streets or ways, (d) any failure on the part of the Mortgagor to perform or comply with any of the terms hereof or of any of the Loan documents executed in connection herewith, or any inaccuracy in any representation or warranty made by the Mortgagor herein or in any of the Loan Documents executed in connection herewith, (e) any necessity to defend any of the right, title or interest conveyed by this Mortgage, (f) the performance of any labor or services or the furnishing of any materials or other property in respect of the Mortgaged Property or any part thereof, (g) any subsidence or erosion of any part of the surface of the Mortgaged Property, including any shoreline or any bank of any river, stream, creek, lake, ocean or other water source, or (h) the location or existence of asbestos or any toxic or hazardous waste, chemicals, materials or substance on, at, in or under the Mortgaged Property or any part thereof. If any action, suit or proceeding is brought against the Mortgagee, or any of its officers, directors, agents or employees, for any such reason, the Mortgagor, upon the request of such party, will, at the Mortgagor's expense, cause such action, suit or proceeding to be resisted and defended by counsel satisfactory to the Mortgagee or such person. Any amounts payable to an indemnified party under this Section which are not paid within ten (10) days after written demand therefor shall bear interest at the default rate of interest provided in the Note from the date of such demand, and such amounts, together with such interest, shall be indebtedness secured by this Mortgage. The obligations of the Mortgagor under this Section shall survive any defeasance of the Mortgage. 24. HAZARDOUS MATERIALS. The Mortgagor agrees that it will not use, generate, store or dispose of hazardous materials on the Mortgaged Property. For purposes hereof, "hazardous materials" include (but are not limited to) materials defined as "hazardous waste" under the Federal Resource Conservation and Recovery Act andsimilar state laws, or as "hazardous substances" under the Federal Comprehensive Environmental Response, Compensation and Liability Act and similar state laws. Hazardous materials include (but are not limited to) solid, semi -solid, liquid or gaseous substances which are toxic, ignitable, corrosive, carcinogenic or otherwise dangerous to human, plant or animal health and well-being. Examples of hazardous waste include paints, solvents, chemicals, petroleum products, batteries, transformers, and other discarded man-made materials with hazardous characteristics. The Mortgagee shall have all remedies at law and equity for failure of the Mortgagor to carry out the foregoing obligation, including but not limited to specific performance, damages, reasonable attorneys' fees and court costs. This provision shall survive payment of the Note and termination of this Mortgage. For avoidance of doubt, "hazardous materials" shall not include construction products, household cleaners and/or office materials of the type and quantity ordinarily used in the normal construction, operation and maintenance of properties similar to the Project. 25. REPRESENTATIONS AND WARRANTIES. In order to induce the Mortgagee to make the Loan evidenced by the Note, the Mortgagor represents and warrants that as of the date of this Mortgage: (a) there are no actions, suits or proceedings pending or threatened against or affecting the Mortgagor or any portion of the Mortgaged Property, or involving the validity or enforceability of this Mortgage or the priority of its lien, before any court of law or equity or any tribunal, administrative board or governmental authority, and the Mortgagor is not in default under any other indebtedness or with respect to any order, writ, injunction, decree, judgment or demand of any court or any governmental authority; (b) the execution and delivery of the Note, this Mortgage and all other Loan Documents do not and shall not (i) violate any provisions of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or Page 10 of 15 award applicable to the Mortgagor or any other person executing the Note, this Mortgage or other Loan Documents, nor (ii) result in a breach of, or constitute a default under, any indenture, bond, mortgage, lease, instrument, credit agreement, undertaking, contract or other agreement to which the Mortgagor or such other person is a party or by which either or both of them or their respective properties may be bound or affected; (c) the Note, this Mortgage and all other Loan Documents constitute valid and binding obligations of the Mortgagor and any other person executing the same, enforceable against the Mortgagor and such other person(s) in accordance with their respective terms; (d) there is no fact that the Mortgagor and any guarantor(s) of the Loan have not disclosed to the Mortgagee in writing that could materially adversely affect their respective properties, business or financial conditions or the Mortgaged Property or any other collateral for the Loan; (e) the Mortgagor and any guarantor(s) of the Loan have duly obtained all permits, licenses, approvals and consents from, and made all filings with, any governmental authority (and the same have not lapsed nor been rescinded or revoked) which are necessary in connection with the execution and delivery of this Mortgage and any other Loan Document, the making of the Loan, the performance of their respective obligations under any Loan Document, or the enforcement of any Loan Document; and that all such representations and warranties shall survive the closing of the Loan and any bankruptcy proceedings. 26. SEVERABILITY OF INVALID PROVISIONS. In the event any provision of the Note and or this Mortgage should be held unconstitutional, illegal or unenforceable for any reason, such provision shall not affect, alter, or otherwise impair any other provision of the Note and or this Mortgage. 27. NO WAIVER. It is expressly agreed and understood that a waiver by the Mortgagee of any right or rights conferred to it hereunder with regard to any one transaction or occurrence shall not be deemed a waiver of such right or rights to any subsequent transaction or occurrence. It is further agreed that any forbearance or delay by the Mortgagee in the enforcement of any right or remedy hereunder shall not constitute or be deemed a waiver of such right or remedy. 28. GOVERNING LAW AND VENUE. This Mortgage shall be construed and enforced pursuant to the laws of the State of Florida, excluding all principles of choice of laws, conflict of laws and comity. Any action pursuant to a dispute under this Mortgage must be brought in Miami -Dade County and no other venue. All meetings to resolve said dispute, including voluntary arbitration, mediation, or other alternative dispute resolution mechanism, will take place in this venue. The parties hereto both waive any defense that venue in Miami -Dade County is not convenient. 29. HEADINGS. The headings of the articles, sections, paragraphs and subdivisions of this Mortgage are for convenience and ease of reference only, and are not to be considered a part hereof, and shall not limit or otherwise affect any of the terms or provisions hereof. 30. GENDER AND NUMBER. In this Mortgage and the Note it secures, the singular shall include the plural and the masculine shall include the feminine and neuter. 31. PARTIES BOUND; NO ORAL MODIFICATIONS. Each and every of the terms, covenants and conditions contained herein shall be binding upon the parties hereto and their successors, heirs, assigns and devisee. This Mortgage is not subject to modification other than by Page 11 of 15 a written document or instrument executed by the party or parties to be charged with such modification. 32. SUBORDINATION. The terms of this Mortgage are subject in all respects to the terms and conditions of the Subordination Agreement by and among the Mortgagor, as borrower, The Bank of New York Mellon Trust Company, N.A., as trustee, the Mortgagee, as subordinate lender, Miami -Dade County, Florida, as subordinate lender, and Wynwood Business Improvement District, as subordinate lender, dated as of April 1, 2026. 33. CAPITALIZED TERMS. All capitalized terms not defined herein shall have the meanings provided in the Loan Agreement and the Exhibits thereto. 34. WAIVER OF TRIAL BY JURY. THE MORTGAGOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS MORTGAGE, OR ANY OF THE LOAN DOCUMENTS OR THE FINANCING CONTEMPLATED HEREBY, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR THE ACTIONS OF ANY PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE MORTGAGEE EXTENDING THE LOAN SECURED BY THIS MORTGAGE. 35. COMPLIANCE. The Mortgagor shall comply with all applicable local, state, and federal regulations in regards to the Property, including but not limited to the United States Department of the Treasury's final rule, 31 CFR Part 35, that implements the Coronavirus State Fiscal and Local Fiscal Recovery Funds established under the American Rescue Plan Act of 2021. SIGNATURE ON FOLLOWING PAGE Page 12 of 15 MIAMI 13521673.5 100051/300159 IN WITNESS WHEREOF, the Mortgagor has hereunto set its hand and seal the day and year first above written. Witnesses: Print Name: Address: /geli%7 t �n 74-6.-� m1Gfn;, F- :32/3g Gabriella Carter Print Name: Rodrigo Galavis Address: 1? PROJECT SPONSOR'S ADDRESS: 2901 Wynwood, LLC c/o New Urban Development LLC 9999 NE 2nd Avenue, Suite 314 Miami Shores, FL 33138 Attn: Oliver L. Gross STATE OF FLORIDA ) ):SS COUNTY OF MIAMI-DADE ) MORTGAGOR: 2901 WYNWOOD, LLC, a Florida limited liability company By: 2901 MANAGER LLC, a Florida limited liability company, its Manager By: Name: Oliver L. Gross Title: President (SEAL) The foregoing instrum nt was sworn to and subscribed before me by means of 'hysical presence or [ ] online notarization this day of June, 2026, by Oliver L. Gross, President of 2901 Manager LLC, a Florida limited liability company, the Manager of 2901 Wynwood, LLC, a Florida limited liability company, on behalf of the limited liability companies. He is personally k wn to me or has produced identification. ARY PUBL Print Name: NATACHA DESAMOURS Commission No. My Commission Expires: Exhibit A Legal Description Of The Property Lessee's interest in that certain Amended and Restated Ground Lease Agreement by and between New Urban Development LLC, a Florida limited liability company, Lessor, and 2901 Wynwood, LLC, a Florida limited liability company, Lessee, dated of even date herewith, as memorialized by that certain Memorandum of Ground Lease recorded herewith in the Public Records of Miami - Dade County, Florida, demising the following described Land: All of Lots 13, 14, 15, & 16, of BLOCK 3, OF AMENDED PLAT OF ST JAMES PARK, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 4, PAGE 41, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA LESS AND EXCEPT THAT PORTION OF LOT 13 CONVEYED TO CITY OF MIAMI BY RIGHT-OF-WAY DEED RECORDED IN OFFICIAL RECORDS BOOK 33382, PAGE 4103. Page 14 of 15 Exhibit B Permitted Encumbrances on the Mortgaged Property All permitted encumbrances on the Property are described in Title Insurance Order No. 10741637 issued by Fidelity National Title Insurance Company, effective as of January 7, 2026 at 11:00 p.m. Page 15 of 15 EXHIBIT "G" FORM OF COVENANT Prepared by, and after recording, return to: Raymond Pereira, Esq. Assistant City Attorney, City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 Tel: (305) 416-1800 After recording return to: Maria T. Ason Contract Compliance Analyst City of Miami Department of Housing and Community Development 444 S.W. 2nd Avenue Property Address: 2901 NW 2nd Avenue Miami, Florida 33127 DECLARATION OF RESTRICTIVE COVENANTS FOR 2901 WYNWOOD, LLC This Declaration of Restrictive Covenants for 2901 Wynwood, LLC (the "Covenant") made this day of , 2026 by 2901 WYNWOOD, LLC, a Florida limited liability company (hereinafter referred to as "Project Sponsor"), is in favor of the CITY OF MIAMI, a municipal corporation of the State of Florida (hereinafter referred to as the "City"). Project Sponsor and the City are sometimes collectively referred to as the "Parties" and singularly referred to as arty 11 RECITALS WHEREAS, the Project Sponsor is the leasehold owner of the property legally described in Exhibit A, attached hereto and incorporated here ("Property"); and WHEREAS, the Project Sponsor hereby agrees and covenants that the Property shall be subject to the provisions, covenants, and restrictions contained herein; and WHEREAS, this Covenant is made for the express benefit of the City, and it shall remain in full force and effect until released by the City; and WHEREAS, the City has loaned $2,750,000.00 in American Rescue Plan Act of 2021 ("ARPA") funds to Project Sponsor ("Loan") in order to construct the Project, as more particularly described below; and WHEREAS, the Project Sponsor is developing a project that will, among other things, increase the supply of rental housing units for Very -Low and Low -Income Households in the community to be known as the View 29 (hereinafter referred to as the "Project"), which consists of the new construction of a 12-floor mix -income residential building located at 2901 NW 2nd Avenue Miami, Florida 33127; and WHEREAS, the Project consists of a total of one hundred sixteen (116) residential apartment units, of which thirty-six (36) ARPA-assisted units (the "ARPA-Assisted Units") developed on the Property and are all subject to the terms, covenants, and restrictions contained in this Covenant; and WHEREAS, the City's allocation of funds for the Project is subject to that certain ARPA Loan Agreement for View 29 ("Loan Agreement" or "ARPA Loan Agreement") and other loan Page 1 of 7 MIAMI 13521674.3 100051/300159 documents of even date herewith between the City and the Project Sponsor (collectively the "Loan Documents"); and WHEREAS, Project Sponsor desires to make a binding commitment to assure that the ARPA Assisted Units and the Property in general are maintained and operated in accordance with the provisions of the Loan Documents and this Covenant; and WHEREAS, Project Sponsor, as a condition for receiving the Loan funds, is required to record in the Public Records of Miami -Dade County, Florida, this Covenant obligating the Project Sponsor, its successors, and assigns to maintain and operate the Property in accordance with the Loan Documents; and WHEREAS, the Project Sponsor hereby declares that this Covenant shall be and is a covenant running with the Property and, unless released by the City, is binding on the Property for the entire Affordability Period, and is not merely a personal covenant of the Project Sponsor; and NOW THEREFORE, Project Sponsor voluntarily covenants and agrees that the ARPA Assisted Units and the Property in general shall be subject to the following restrictions that are intended and shall be deemed to be covenants running with the land and binding upon Project Sponsor, and its heirs, transferees, successors and assigns as follows: TERMS: Section 1. Recitals: The recitals and findings set forth in the preamble of this Covenant are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Section. Section 2. Use of Property: There shall be a total of thirty-six (36) ARPA Assisted Units in the Project that shall remain Affordable for eligible tenants. Ten (10) of the one hundred sixteen (116) units shall remain affordable to Very -Low Income households and twenty-six (26) of the one hundred sixteen (116) units shall remain Affordable to Low Income households for the period of time commencing on the date of the Close -Out of the Project and ending thirty (30) years thereafter (the "Expiration of the Affordability Period"). The ARPA Assisted Units shall consist of ten (10) one bedroom/one bathroom apartment units and twenty-six (26) two-bedroom/one- bathroom apartment units. "Very -Low Income" shall mean a household whose annual income does not exceed fifty percent (50%) of the median income for the area, as determined by the U.S. Department of Housing and Urban Development. "Low Income" shall mean a household whose annual income does not exceed sixty percent (60%) of the median income for the area, as determined by the U.S. Department of Housing and Urban Development ("HUD"). Section 3. Term of Covenant: This Covenant is a covenant running with the land. This Covenant shall remain in full force and effect and shall be binding upon the Project Sponsor, its successors, transferees, and assigns from the Effective Date until the Expiration of the Affordability Period. The Affordability Period of this Project will be thirty (30) years commencing on Close -Out of the Project. Upon the Expiration of the Affordability Period, this Covenant shall immediately lapse and be of no further force and effect without the necessity of any other written document or instrument. Notwithstanding the foregoing, upon the Expiration of the Affordability Period, the City shall prepare for recording an instrument evidencing the expiration of and other termination of this Covenant in the Public Records of Miami -Dade County, Florida. Section 4. Prohibited Conveyances: Except as provided in the Loan Documents, the Project Sponsor covenants and agrees not to encumber or convey its interest in the Project, Property, or any portion thereof, without City's prior written consent as required by the Loan Agreement, Page 2 of 7 except for those encumbrances and/or conveyances as authorized under the ARPA Loan Agreement. For the purposes of this Covenant, any change in the ownership or control of the Project Sponsor, other than transfers expressly permitted under the ARPA Loan Agreement, shall be deemed a conveyance of an interest in the Project. Section 5. Repayment Upon Default: The Project Sponsor covenants and agrees that in the event (i) of the sale or conveyance of any interest in the Project and/or the Property without City's prior written consent as required by the Loan Documents (except as otherwise provided in the Loan Documents), or (ii) that the Project Sponsor ceases to exist as an organization, the Project Sponsor shall immediately make payment to the City in an amount equal to the full amount of Loan funds disbursed and outstanding , with interest thereon as provided in the Note, all Program Income (as defined in 2 CFR Part 200.307(e)(2)) derived from or in connection with the Project, the Property and/or the Loans , and all unpaid fees, charges and other obligations of the Project Sponsor due under any of the ARPA Loan Documents. Section 6. Inspection and Enforcement: It is understood and agreed that any official inspector of the City shall have the right any time during normal working hours to enter and investigate the use of the Property to determine whether the conditions of this Covenant are in compliance, subject to the rights of residential tenants under their leases. Section 7. Amendment and Modification: This Covenant may be modified, amended, or released as to any portion of the Property by a written instrument executed on behalf of the City and the Project Sponsor, or their respective successors -in -interest. Should this instrument be modified, amended or released, the City Manager shall execute a written instrument in recordable form to be recorded in the Public Records of Miami -Dade County, Florida, effectuating and acknowledging such modification, amendment, or release. Section 8. Definitions: All capitalized terms not defined herein shall have the meanings provided in the ARPA Loan Agreement. Section 9. Severability: Invalidation of one of the provisions of this Covenant by judgment of Court shall not affect any of the other provisions of the Covenant, which shall remain in full force and effect. Section 10. Recordation: This Covenant shall be filed of record in the Public Records of Miami -Dade County, Florida, at the sole cost and expense of the Project Sponsor. Section 11. Deed Restriction/Covenant Running with the Land. Any and all requirements of the laws of the State of Florida that must be satisfied in order for the provisions of this Covenant to constitute a deed restriction and covenant running with the land shall be satisfied in full, and any requirements or privileges of estate are intended to be satisfied, or in the alternate, an equitable servitude has been created to insure that these restrictions run with the land. For the term of this Covenant, each and every contract, deed, or other instrument hereafter executed conveying the Property or portion thereof shall expressly provide that such conveyance is subject to this Covenant, provided, however, that the covenants contained herein shall survive and be effective regardless of whether such contract, deed, or other instrument hereafter executed conveying the Property or portion thereof provides that such conveyance is subject to this Covenant. Section 12. Governing Law and Venue. This Covenant shall be construed and enforced pursuant to the laws of the State of Florida, excluding all principles of choice of laws, conflict of laws and comity. Any action pursuant to a dispute under this Covenant must be brought in Page3 of7 Miami -Dade County and no other venue. All meetings to resolve said dispute, including voluntary arbitration, mediation, or other alternative dispute resolution mechanism, will take place in this venue. The Parties both waive any defense that venue in Miami -Dade County is not convenient. Section 13. Floating Units. ARPA-Assisted Units shall be designated as "Floating Units," meaning that the total number of ARPA-Assisted Units in the Project is fixed for the Affordability Period but the Project Sponsor may from time to time change the designation of individual units from a ARPA-Assisted Units to unassisted units so long as the aggregate number of units remains the same and are of comparable size by square foot and amenities. Section 14. Costs, Including Attorney's Fees. In the event litigation, arbitration, or mediation, between the Parties, arises out of the terms of this Covenant, each Party shall be responsible for its own attorney's fees, costs, charges, and expenses through the conclusion of all appellate proceedings, and including any final settlement or judgment. [Signature Page Follows] Page 4 of 7 IN WITNESS WHEREOF, the Project Sponsor has caused this Declaration of Restrictive Covenants to be executed by its duly authorized officers and the corporate seal to be affixed hereto on the day and year first above -written. Witnesses: &A,=, Print Name: Gabriella Carter Address: r�/rlir FL3 g Print Name: R ri 90 Galavis Address: 4 t1 AtL 2!t / tV r'i14i1 93(3? STATE OF FLORIDA ) ):SS COUNTY OF MIAMI-DADE ) PROJECT SPONSOR: 2901 WYNWOOD, LLC, a Florida limited liability company By: 2901 MANAGER LLC, a Florida limited liability company, its Manager By: Name: Oliver L. Gross Title: President (SEAL) The foregoing instru nt was sworn to and subscribed before me by means of [�ij physical presence or [ ] online notarization this, day of June, 2026, by Oliver L. Gross, President of 2901 Manager LLC, a Florida limited liability company, the Manager of 2901 Wynwood, LLC, a Florida limited liability company, on behalf of the limited liability companies. He is personallx known to me or has produced identification. 11111111111111111/1j��'''//i NOTAR�C��` "�OVR Ge VPUBSOS � 0 1 ?) tri..,.nES112c111 •Vs ARY PUBI.4IC Print Name: NATACHA DESAMOURS Commission No. HH377970 My Commission Expires: Page 5 of 7 ATTESTED: odd B. Ha City Clerk APPROVED AS TO REQUIREMENTS David Ruiz Interim Direct of 'sk Management Approved by Housing and Community Development Department: Victor urner Director STATE OF FLORIDA ) COUNTY OF MIAMI-DADE ) CITY OF MIAMI, a municipal corporation of th St ,• of Florida By: - i/r!►�. James R,gr City M. . r APPROVED AS TO FORM AND CORRECTNESS: 11V fell George K(JWysong III City Attorney 1ILQ 1 ACKNOWLEDGMENT The foregoing inL� pl y st ment was cknowledged before me by means of sical presence or CI online notarization, this day of Jr'�, by James Reyes, as City Manager for the City of Miami, a municipal corporation of the State of Florida, on behalf of the municipal corporation. He is personally known to me or has produced as identification. (NOTARY PUBLIC SEAL) :'e:': SMCRA GLBERT '' ''' MY COMMISSION / NN 623478 . no;P` EXPIRES: April 20, 2029 nature of Person Taking AA!i:� ledgme • t (Printed, Typed, or Stamped Name of Notary Public) Title or Rank Serial Number, if any Page6of7 Exhibit A Legal Description Of The Property Lessee's interest in that certain Amended and Restated Ground Lease Agreement by and between New Urban Development LLC, a Florida limited liability company, Lessor, and 2901 Wynwood, LLC, a Florida limited liability company, Lessee, dated of even date herewith, as memorialized by that certain Memorandum of Ground Lease recorded herewith in the Public Records of Miami - Dade County, Florida, demising the following described Land: All of Lots 13, 14, 15, & 16, of BLOCK 3, OF AMENDED PLAT OF ST JAMES PARK, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 4, PAGE 41, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA LESS AND EXCEPT THAT PORTION OF LOT 13 CONVEYED TO CITY OF MIAMI BY RIGHT-OF-WAY DEED RECORDED IN OFFICIAL RECORDS BOOK 33382, PAGE 4103. Page7of7 EXHIBIT "H" RENT REGULATORY AGREEMENT Prepared by, and after recording, return to: Raymond Pereira, Esq. Assistant City Attorney, City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 Tel: (305) 416-1800 After recording return to: Maria T. Ason Contract Compliance Analyst City of Miami Department of Housing and Community Development 444 S.W. 2nd Avenue Miami, FL 33130-1910 Property Address: 2901 NW 2nd Avenue Miami, Florida 33127 RENT REGULATORY AGREEMENT FOR VIEW 29 THIS RENT REGULATORY AGREEMENT FOR VIEW 29 ("Regulatory Agreement") is entered into this day of , 2026, between 2901 WYNWOOD, LLC, a Florida limited liability company (hereinafter referred to as "Borrower") and the CITY OF MIAMI, a municipal corporation of the State of Florida (hereinafter referred to as the "City"). The execution of this Regulatory Agreement by the Borrower is in connection with the loan of American Rescue Plan Act of 2021 ("ARPA") funds, (the "Loan"), secured by certain loan documents to be executed in connection therewith (the "Loan Documents"), for the construction of a total of one hundred sixteen (116) residential affordable apartment units, of which thirty six (36) shall be occupied by eligible residents ("ARPA-Assisted Units"), in that certain project known as View 29. The project will be a 12-floor residential building located at 2901 NW 2nd Avenue Miami, Florida 33127 (hereinafter referred to as the "Property" or the "Project"). In accordance with the requirements set forth in (i) that certain ARPA Loan Agreement executed by the Borrower and the City for the ARPA funds (the "Agreement"), and (ii) the other Loan documents of even date therewith between the Borrower and the City, thirty-six (36) of the total one hundred sixteen (116) Project units are considered "ARPA-Assisted" and all of the ARPA-Assisted Units are subject to the restrictions provided herein. The thirty-six (36) ARPA- Assisted Units shall be "floating" units, meaning that they are not specifically designated units, but that any thirty-six (36) of the total one hundred sixteen (116) Project units shall be, at any one time, in compliance with ARPA and the requirements set forth herein. Borrower hereby agrees to the following terms, conditions and covenants commencing from the Close -Out of the Project until the end of the Affordability Period: (1) Occupancy Requirements. The ARPA-Assisted Units shall be made available to tenants who qualify under the occupancy requirements of the United States Depailnient of the Treasury's final rule, 31 CFR Part 35, that implements the Coronavirus State Fiscal and Local Fiscal Recovery Funds established under the American Rescue Plan Act of 2021 ("Regulation"). The ARPA-Assisted Units are subject to the restrictions provided therein and herein, including, but not limited to, the following: Page 1 of 10 Ten (10) of the ARPA Assisted Units shall be occupied by Very Low -Income Households. Very Low -Income Households have annual incomes that do not exceed fifty percent (50%) of area median income, as determined by the U.S. Department of Housing and Urban Development ("HUD") and adjusted for family size. The remaining twenty-six (26) ARPA-Assisted Units shall be occupied by Low -Income Households. Low -Income Households have annual incomes that do not exceed sixty percent (60%) of the median income for the area, as determined by HUD and adjusted for family size. (2) Maximum Rent Levels. The rents charged on all of the ARPA-Assisted Units shall be subject to the Home Investment Partnership Program ("HOME") Program Limits and Regulation and to the requirements set forth in the table below. Gross monthly rent charged on ARPA-Assisted Units occupied by tenants identified as Very -Low Income and Low -Income are subject to the rent maximums as follows: No. of ARPA- No. of Bedrooms AMI Category Rent Maximum* Assisted Units 10 1 50% $1,161 26 2 60% $1,791 The foregoing maximum rents include tenant paid utilities. Maximum rents will be reduced for the amount of the applicable HUD Utility Allowance for any utilities paid by the tenant. In no event will the monthly rent on an ARPA-Assisted Unit exceed thirty percent (30%) of the applicable percentage of area median income set forth in Paragraph 1 above. Rents shall not be adjusted for changes in income or HUD published maximums until lease renewal. In the event that the ARPA Assisted Units are also benefitted from a federal or state rent subsidy program, then the rents outlined above may be set at the applicable rent standard established by that rent subsidy program in compliance with 24 CFR 252 (b)(2). (3) Income Re -certification. Tenant income for ARPA-Assisted Units shall be certified by the Borrower annually on the anniversary of each tenant's lease and maintained in the tenant file, subject to inspection by the City, in accordance with this Regulatory Agreement. (4) Deposits and Pre -payments. Borrower shall not require, as a condition of occupancy or leasing of any ARPA-Assisted Unit, any other consideration or deposit from the tenant, except for the prepayment of one month's rent and plus a security deposit not to exceed one additional month's rent. (5) Prohibited Lease Provisions. The Borrower's leases for ARPA-Assisted Units shall not contain any of the following provisions: Page 2of10 a. Agreement to be sued. A tenant lease may not contain a provision whereby the tenant agrees to be sued, admits guilt or consents to judgment in favor of the landlord in a lawsuit brought in connection with the lease. b. Agreement regarding treatment of property. A tenant lease may not contain a provision whereby the tenant agrees that the landlord may take, hold or sell personal property of the tenant household without notice and a court decision. This prohibition does not apply to personal property remaining in the ARPA-Assisted Unit after the tenant has moved out. c. Waiver of notice. A tenant lease may not contain a provision whereby the tenant agrees that the landlord may institute a lawsuit without notice to the tenant. d. Waiver of legal proceedings. A tenant lease may not contain a provision whereby the tenant agrees that the landlord may evict the tenant or a household member without instituting a civil court proceeding in which the tenant has the opportunity to present a defense or before a court decision on the rights of the parties. e. Waiver of a jury trial. A tenant lease may not contain a provision whereby the tenant agrees to waive any right to a jury trial. f. Waiver of right to appeal a court decision. A tenant lease may not contain a provision whereby the tenant agrees to waive the tenant's right to appeal or otherwise challenge in court a court decision in connection with the lease. Agreement to pay legal costs, regardless of outcome. A tenant lease may not contain a provision whereby the tenant agrees to pay attorney's fees or other legal costs even if the tenant wins the court proceeding brought by the landlord against the tenant. The tenant, however, may be obligated to pay costs if the tenant loses. h. Excusing owner from responsibility. A tenant lease may not contain a provision whereby the tenant agrees not to hold the landlord or the landlord's agents legally responsible for any action or failure to act, whether intentional or negligent. (6) Annual Reporting. Each year, on the anniversary of the issuance of the certificate of occupancy/certificate of completion for the Project, and at other times at the request of the City, the Borrower shall furnish occupancy reports in a form approved by the City, and shall provide the City with such other information as may be requested by the City relative to income, expenses, assets, liabilities, contracts, operations, and condition of the Project and/or the ARPA-Assisted Units. (7) Inspections. The Borrower agrees to submit the ARPA-Assisted Units to an annual re -inspection to ensure continuing compliance with all applicable housing codes, federal and local housing quality standards and regulatory requirements. The Borrower will be furnished a copy of the results of each inspection within thirty (30) days of completion, and will be given thirty (30) days thereafter to correct any deficiencies or violations. g. Page 3of10 At any time other than an annual inspection, the City may, in its discretion, inspect any ARPA-Assisted Unit. The Borrower and the tenant will be provided with the results of the inspection and the time and the method of compliance and corrective action that must be taken. Except in the event of an emergency, inspections shall be conducted upon reasonable prior notice and shall be limited to verification of compliance with this Regulatory Agreement. (8) Record -keeping. The Property, including the ARPA-Assisted Units, equipment, buildings, plans, offices, apparatus, devices, books, contracts, records, documents, and other papers relating thereto shall at all times be maintained in reasonable condition for proper audit and shall be subject to examination and inspection at any reasonable time by the City. Borrower shall keep copies of all written contracts and other instruments which affect the ARPA-Assisted Units, all or any of which may be subject to inspection and examination by the City. Specifically, the foregoing includes all records, calculations and information necessary to support tenant occupancy eligibility and monthly rental charges in addition to all leases and written notices to tenants with respect to the terms of this Regulatory Agreement, as required by this Regulatory Agreement. (9) Default. Upon the occurrence of a violation of any provision of this Regulatory Agreement, the City shall give written notice thereof to the Borrower, by registered or certified mail, addressed to the Borrower's address as stated in this Regulatory Agreement, or to such other address(es) as may subsequently, upon appropriate written notice thereof to the City, be designated by the Borrower. In the case of a Borrower which is a corporation or partnership, notices may also be sent by the City to the address of the corporation's chief executive officer or to all general partners, as applicable, at the City's discretion. If such violation is not corrected to the City's satisfaction, within thirty (30) days after the date such notice is mailed, or within such further time as the City reasonably determines is necessary to correct the violation, without further notice the City may declare a default under this Regulatory Agreement and under the Loan Agreement and the Loan Documents executed in connection therewith, and may proceed to initiate any or all remedies at law or in equity provided for in the event of a default under such agreements and Loan Documents. All notices under this Regulatory Agreement shall be in writing and addressed as follows: To Borrower: With Copy to: 2901 Wynwood, LLC c/o New Urban Development LLC 9999 NE 2nd Avenue, Suite 314 Miami Shores, FL 33138 Attention: Oliver Gross Bilzin Sumberg Baena Price & Axelrod LLP 1450 Brickell Ave., 23rd Floor Miami, FL 33131 Attention: Terry M. Lovell, Esq. Page 4 of 10 To City: City of Miami Department of Housing and Community Development City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 Attn: Victor Turner, Director With Copy To: George K. Wysong III Office of the City Attorney City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 (10) Fines. Upon the occurrence of a violation of any provision of this Regulatory Agreement, and regardless of the nature of the violation, the City will assess a flat monthly fine in the amount of Fifty Dollars and no/cents ($50.00) per ARPA-Assisted Unit that is the subject of such violation up to a maximum of Five Thousand Dollars and no/cents ($5,000.00) per month, for each month the violation is not corrected, and pay same over to the City. The remedy for violation provided in this section of this Regulatory Agreement is cumulative with any and all remedies at law or in equity provided in the event of a default under this Regulatory Agreement and/or the Loan Documents. L11) Tenant Notice. Borrower agrees during the term of this Regulatory Agreement, to furnish each tenant of an ARPA-Assisted Unit, at the execution or renewal of any lease or upon initial occupancy, if there is no lease, with a written notice in the following form: The rent charged for your apartment and the services included in that rent are subject to a Rent Regulatory Agreement between the landlord and the City of Miami, for the term of the Affordability Period. A copy of the Rent Regulatory Agreement will be made available by the landlord to each tenant upon request. If there is no lease for an ARPA-Assisted Unit, Borrower shall maintain a file copy of such notice delivered to the tenant, with a signed acknowledgement of receipt by the tenant. All such notices to tenants will be made available for inspection upon request by the City. (12) No Conflict with Loan Documents. The provisions of this Regulatory Agreement are in addition to, and do not amend, alter, modify, or supersede in any respect, the provisions of the mortgage and/or any of the other Loan Documents executed in connection with the Loan. (13) Partial Invalidity. The invalidity of any paragraph or provision of this Regulatory Agreement shall not affect the validity of the remaining paragraphs and provisions hereof. Page 5 of 10 (14) Term. This Regulatory Agreement shall be effective until the Expiration of the Affordability Period. On the expiration of such period, this Regulatory Agreement shall immediately lapse and be of no further force and effect without the necessity of any other written document or instrument. Notwithstanding the foregoing, upon such Expiration, the Borrower shall be permitted to prepare and record an instrument evidencing the expiration of and other termination of this Regulatory Agreement in the Public Records of Miami -Dade County, Florida. (15) Definitions. All capitalized terms used herein and not otherwise defined shall have the meanings provided in the Regulation and/or in the Loan Documents. (16) Exclusion of Commercial Spaces. Notwithstanding anything to the contrary in this Regulatory Agreement or in the Loan Agreement, it is expressly understood and agreed that the Regulation and all other terms, conditions, restrictions, and requirements of this Regulatory Agreement shall exclude, and shall not apply to, or otherwise restrict or affect, the operation, maintenance, leasing, improvement, base rent and other additional rent determination and collection, and all other aspects of the Borrower's management, leasing, and ownership of all or any portion of the commercial and retail spaces located in the Project, if applicable. (17) Severability. Invalidation of one of the provisions of this Regulatory Agreement by judgment of Court shall not affect any of the other provisions of this Regulatory Agreement, which shall remain in full force and effect. (18) Recordation. This Regulatory Agreement shall be filed of record among the Public Records of Miami -Dade County, Florida, at the sole cost and expense of the Borrower. (19) Governing Law and Venue. This Regulatory Agreement shall be construed and enforced pursuant to the laws of the State of Florida, excluding all principles of choice of laws, conflict of laws and comity. Any action pursuant to a dispute under this Regulatory Agreement must be brought in Miami -Dade County and no other venue. All meetings to resolve said dispute, including voluntary arbitration, mediation, or other alternative dispute resolution mechanism, will take place in this venue. The parties both waive any defense that venue in Miami -Dade County is not convenient. (20) Attorney's Fees. In the event litigation, arbitration, or mediation, between the parties hereto, arises out of the terms of this Regulatory Agreement, each party shall be responsible for its own attorney's fees, costs, charges, and expenses through the conclusion of all appellate proceedings, and including any final settlement or judgment. (21) Counterparts and Electronic Signatures. This Regulatory Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Regulatory Agreement. The parties hereto shall be entitled to sign and transmit an electronic signature of this Regulatory Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party hereto Page 6 of 10 providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Regulatory Agreement upon request. [Signature Page Follows] Page 7 of 10 MIAMI 13521678.3 100051/300159 THIS REGULATORY AGREEMENT has been executed and delivered as of the day and year first above written. Witnesses: Print Name: Gabriella Carter Address: 9,Y ('f . Alb o? l Ian a FL-Jg/3,Er Print Name: odrigo Gaiavis Address: J� M Li - PROJECT SPONSOR: 2901 WYNWOOD, LLC, a Florida limited liability company By: 2901 MANAGER LLC, a Florida limited liability company, its Manager ikg 3-3 1 3? By: STATE OF FLORIDA ) ):SS COUNTY OF MIAMI-DADE ) Name: Oliver L. Gross Title: President (SEAL) The foregoing instrum nt was sworn to and subscribed before me by means of [tJj physical presence or [ ] online notarization this day of June, 2026, by Oliver L. Gross, President of 2901 Manager LLC, a Florida limited liability company, the Manager of 2901 Wynwood, LLC, a Florida limited liability company, on behalf of the limited liability companies. He is personally known to me or has produced identification. 1�YLLYARY PUBLIC Print Name: NATACHA DESAMOURS Commission No. My Commission Expires: Page 8 of 9 a 'cc {NCili ""t° ATTEST: �a. 0 % of the State of Fl•rida O/ d B. Hann bn • Jame4'V - City Clerk �City I► a Date: CD �faNO LO APPROVED AS TO FORM AND CORRECTNESS: 141 George K. ysong III City Attorney 4,Q 4 „..) CITY OF MIAMI, a municipal corporation Page 9of10 Exhibit A Legal Description Of The Property Lessee's interest in that certain Amended and Restated Ground Lease Agreement by and between New Urban Development LLC, a Florida limited liability company, Lessor, and 2901 Wynwood, LLC, a Florida limited liability company, Lessee, dated of even date herewith, as memorialized by that certain Memorandum of Ground Lease recorded herewith in the Public Records of Miami - Dade County, Florida, demising the following described Land: All of Lots 13, 14, 15, & 16, of BLOCK 3, OF AMENDED PLAT OF ST JAMES PARK, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 4, PAGE 41, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA LESS AND EXCEPT THAT PORTION OF LOT 13 CONVEYED TO CITY OF MIAMI BY RIGHT-OF-WAY DEED RECORDED IN OFFICIAL RECORDS BOOK 33382, PAGE 4103. Page 10 of 10 EXHIBIT "I" SIGNAGE REQUIREMENTS Building Better Neighborhoods Mayor Eileen Higgins NAME OF PROJECT SECOND LINE THIRD LINE Eileen Higgins Mayor Miguel Angel Gabela District 1 Damian Pardo District 2 Rolando Escalona District 3 Ralph "Rafael" Rosado District 4 Christine King District 5 James Reyes City Manager Project Construction Cost: $1,234,567 City Contribution: $1,234,567 www.miami.gov (305) 416-2080 EQUAL HOUSING OPPORTUNITY This Project is located in District X represented by City of Miami Commissioner Commissioner XX EXHIBIT "J" ADDITIONAL INSURANCE REQUIREMENTS INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE - CONSTRUCTION REQUIREMENTS — ARPA LOAN AGREEMENTS FOR VIEW 29 I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $1,000,000 B. Endorsements Required City of Miami listed as an Additional Insured Contingent and Contractual Liability Explosion, Collapse and Underground Hazard Primary Insurance Clause Endorsement Extended Completed Operations Endorsement proving 3 years coverage extension following project completion, including City as additional insured Including Crane and Rigging Liability, as applicable 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 included as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation Employer's Liability A. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit IV. Umbrella Policy (Excess Follow Form) A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $5,000,000 Aggregate $5,000,000 City of Miami listed as an additional Insured. Coverage is excess follow form over all liability polices contained herein. V. Professional Liability/Errors & Omissions Any licensed design professional work such as that provided by architects, engineers, construction consultants, etc., shall maintain professional liability insurance: Each Claim Policy Aggregate $2,000,000 $2,000,000 If claims made, retro Date applies prior to contract inception. Coverage is to be maintained and applicable for a minimum of 3 years following contract completion. VI. Payment and Performance Bond $TBD City listed as Obligee VII. Builders' Risk Causes of Loss: All Risk -Specific Coverage Project Location Valuation: Replacement Cost Total Cost of Renovation Deductible: $250,000 All other Perils $1,000,000 Water Damager 5% Maximum on Wind/Hail, Earth Movement and Flood A. Coverage Extensions: City of Miami listed as loss payee Including Storage and transport of materials, equipment, supplies of any kind to be used on or incidental to the project. Equipment Breakdown for testing of all mechanized, pressurized, or electrical equipment. VIII. Safety/claims and deductibles Safety and loss control shall be always exercised by the Contractor for the protection of all persons, employees, and property. Any hazardous conditions must be promptly identified, reported, and action taken to mitigate as soon as possible. Notice of claims/accidents/incidents associated with this agreement shall be reported to the Contractor's insurance company and to the City's Risk Management department as soon as practical. The Contractor has the sole responsibility for all insurance premiums and shall be fully and solely responsible for any costs or expenses as a result of a coverage deductible, co-insurance penalty, or self -insured retention; including any loss not covered because of the operation of such deductible, co-insurance penalty, self -insured retention, or coverage exclusion or limitation. The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance 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— ARPA LOAN AGREEMENT FOR VIEW 29 I. Commercial General Liability 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 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 Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 300,000 Endorsements Required City of Miami included as an additional insured III. 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 $500,000 for bodily injury caused by disease, policy limit The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change, or in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. EXHIBIT "K" ANTI -HUMAN TRAFFICKING AFFIDAVIT 1. The undersigned affirms, certifies, attests, and stipulates as follows: a. The entity/individual is a nongovernmental entity authorized to transact business in the State of Florida (hereinafter, "nongovernmental entity"). b. The nongovernmental entity is either executing, renewing, or extending a contract (including, but not limited to, any amendments, as applicable) with the City of Miami ("City") or one of its agencies, authorities, boards, trusts, or other City entity which constitutes a governmental entity as defined in Section 287.138(1), Florida Statutes (2025). c. The nongovernmental entity is not in violation of Section 787.06, Florida Statutes (2025), titled "Human Trafficking." d. The nongovernmental entity does not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes (2025). 2. Under penalties of perjury, pursuant to Section 92.525, Florida Statutes, I declare the following: a. I have read and understand the foregoing Anti -Human Trafficking Affidavit and that the facts, statements and representations provided in Section 1 are true and correct. b. I am an officer, a representative, or individual of the nongovernmental entity authorized to execute this Anti -Human Trafficking Affidavit. FURTHER AFFIANT SAYETH NAUGHT. Nongovernmental Entity/Individual: 2901 Wyn Name: Oliver L. ss/Y Title: Pr. Wynwood, LLC, Signature: Office Address: 9999 NE 2nd Aven C, a Florida limited liability company anager LLC, the manager of 2901 Suite 314, Miami Shores, FL 33138 Email Address: Oliverg@nudllc.org M4 n Phone Number: (645) 233-3900 SCHEDULE A PERMITTED SENIOR FINANCING 1. Permanent bonds from the Housing Finance Authority of Miami Dade County, Florida ("Issuer"), in the original principal amount of [$27,800,000.00] evidenced by a Promissory Note and secured by a Leasehold Mortgage, Assignment of Rents, Security Agreement and Fixture Filing from Borrower in favor of the Issuer and assigned to The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee") and any other related security documents from Borrower in favor of the Issuer. 2. The notes issued by the Borrower in the original principal amount of [$8,200,000.00], evidenced by a Promissory Note and secured by Leasehold Mortgage, Assignment of Rents, Security Agreement and Fixture Filing and any other related security documents from Borrower in favor of the Trustee. 3. Miami -Dade County Surtax funds in the original principal amount of [$5;780,000] and Development Inflation Adjustment Fund funds in the original principal amount of [$1,090,000] for a total original principal amount of [$6,780,000], evidenced by two Promissory Notes and secured by a Leasehold Mortgage and Security Agreement and Assignment of Leases, Rents and Profits and any other related security documents from Borrower in favor of the Miami -Dade County.