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26260
AGREEMENT INFORMATION AGREEMENT NUMBER 26260 NAME/TYPE OF AGREEMENT SFCLT PLACE LOUVERTURE DEVELOPER, LLC DESCRIPTION SHIP LOAN AGREEMENT/PLACE LOUVERTURE NEW CONSTRUCTION OF A CONDOMINIUM PROJECT/MATTER ID: 23-2019 #12 EFFECTIVE DATE August 13, 2026 ATTESTED BY TODD B. HANNON ATTESTED DATE 8/13/2026 DATE RECEIVED FROM ISSUING DEPT. 8/14/2026 NOTE acfauid CITY OFMIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Housing and Community Development DEPT. CONTACT PERSON: Maria T Ason NAME OF CONTRACTUAL PARTY/ENTITY: BHP Community Land Trust, Inc. dba SFCLT IS THIS AGREEMENT TO BE EXPEDITED/RUSH: TOTAL CONTRACT AMOUNT: $ 305,000.00 TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER (PLEASE SPECIFY): Execute $305,000 in SHIP funds apt? EXT. 1971 YES — NO FUNDING INVOLVED? YES J NO ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT PURPOSE OF ITEM (DETAILED SUMMARY/ ADD ADDITONAL PAGES IF NECESSARY): loan documents Execute loan agreements and related COMMISSION APPROVAL DATE: FILE ID: IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: 2/27/24, 7/29/25; and 7/15/26 ENACTMENT No.: Housing and Commercial Loan Committee: 7/19/23 ROUTING INFORMATION DATE PLEASE PRINjANrIISIGN PRINT: VICTOR TURNS JON QUADE APPROVAL BY DEPARTMENT DIRECTOR/ DESIGNEE , CG �/ SIGNATURE: (/ APPROVAL BY RISK MANAGEMENT g/746. PRINT: DAVID RU IZ JD CPC SIGNATURE: / \ APPROVAL BY CITY ATTORNEY WQ 3 -701 0 0/2-G PRINT: GEORGE K. G Ili. SIGNATUR ram' APPROVAL BY ASSISTANT CITY MANAGER �% tJ //1 ia6 PRINT: ERICA P ,SCHAL DA LI G SIGNATURE: i APPROVAL BY DEPUTY CITY MANAGER 7- II - ZL PRINT: NATASHA COLEBROOK-WILLIAMS SIGNATURE: cqe ' APPROVAL BY CITY MANAGER EA ndluA PRINT: DAMES E :�� SIGNAT frak,.. _ APPROVAL BY CITY CLERK V PRINT: TOD / c ': A I 0 SIGNATURE: 4, PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER SHIP LOAN AGREEMENT FOR PLACE LOUVERTURE This SHIP Statefiousing Initiatives Partnerships Program ("SHIP Program") Loan Agreement (this "Loan Agreement" or "Agreement") for Place Louverture is dated as of this ( day of . i 1 , 2026, by and between the CITY OF MIAMI, a municipal corporation of the State of Florida (hereinafter the "City" or "Lender"), and SFCLT PLACE LOUVERTURE DEVELOPER LLC, a Delaware limited liability company (hereinafter the "Borrower"). FUNDING SOURCE: SHIP Program AMOUNT: $305,000 in SHIP Funds RESOLUTION: The City of Miami Housing and Commercial Loan Committee ("HCLC") approval of July 19, 2023, and as amended on February 27, 2024, and on July 29, 2025, and on July 15, 2026. PROJECT NAME: PROJECT TYPE: PROJECT SPONSOR: LANDOWNER: Place Louverture New Construction of a Condominium Project BHP Community Land Trust, Inc., a Florida not for profit corporation ("Project Sponsor") Borrower has a leasehold interest; SFCLT Place Louverture LLC, a Delaware limited liability company ("Fee Owner"), is the fee simple owner of the real property and ground leases it to the Borrower. TERM OF THE AGREEMENT: See Section 1.19 AFFORDABILITY PERIOD: Thirty (30) years commencing on the date the homebuyer closes on their purchase of their home. SHIP ASSISTED UNITS: Thirteen (13) of the Project condominiums shall be SHIP Assisted Units for eligible individuals. Eleven (11) of the Affordable units shall be allocated for Low -Income Households; and two (2) of the Affordable units shall be allocated for Moderate Income Households. PROPERTY ADDRESS: 6601 NE Miami Place, Miami, Florida 33138 Page 1 of 39 14904-6113-9349 v.2 4925-4875-4109 v.1 IDIS NUMBER: SCI NUMBER: EXHIBITS ATTACHED HERETO AND INCORPORATED HEREIN: Exhibit "A" Legal Description Exhibit "B" Scope of Work/Project Schedule Exhibit "C" Budget Exhibit "D" Form of Disbursement Agreement Exhibit "E" Affirmative Marketing Procedures and Responsibilities Exhibit "F" Form of Mortgage and Security Agreement Exhibit "G" Form of Declaration of Restrictive Covenants Exhibit "H" First Time Homebuyer Program Exhibit "I" Signage Requirements Exhibit "J" Additional Insurance Requirements Exhibit "K" Anti -Human Trafficking Affidavit Schedule A Schedule of Permitted Senior Financing RECITALS WHEREAS, the Fee Owner is the fee simple owner of the real property ("Property") described in Exhibit "A." The Fee Owner ground leased the Property to the Borrower pursuant to a Ground Lease Agreement. The Borrower is constructing a thirteen (13) unit residential affordable housing project known as Place Louverture (the "Building"), that will increase the supply of housing units for Low -Income Households to Moderate Income Households by providing affordable homeownership housing units. WHEREAS, on July 19, 2023, February 27, 2024, and on July 29, 2025, and on July 15, 2026, the City's HCLC approved a loan of SHIP Program funds in the amount of $305,000.00 for the hard construction costs of the homeownership housing Project and passthrough down -payment assistance for first-time homebuyers of this Project; and WHEREAS, the City and the Borrower intend and agree that the SHIP Funds be subject to the terms and conditions of this Agreement. NOW THEREFORE, in consideration of the mutual covenants and obligations herein contained, and subject to the terms and conditions hereinafter stated, the parties hereto understand and agree as follows: ARTICLE I DEFINITIONS 14904-6113-9349 v.2 4925-4875-4109 v.1 Page 2 of 39 The City and the Borrower hereby agree that the capitalized terms used herein shall have the meanings set forth below unless the context requires otherwise: 1.1 Affordability Period: The period of time that the Assisted Units must remain Affordable, in compliance with the terms of the Loan Documents, for Low -Income Households, and Moderate Income Households. The Affordability Period for this Project will be thirty (30) years, commencing on the date the homebuyer closes on their purchase of their home (the "Affordability Period Commencement Date"). 1.2 Affordable: A project or unit that satisfies the requirements set forth in Section 420.9071(2) of the Florida Statutes. 1.3 AMI: 1.4 Close -Out of the Project: 1.5 Contract Records: Area median income as determined by FHFC with adjustments and certain exceptions as provided by FHFC. The date on which the Project has obtained all of the required Certificate(s) of Occupancy and all SHIP Assisted Units have been sold to eligible SHIP homebuyers and Borrower has satisfied all of the requirements of the Disbursement Agreement. Such satisfaction shall constitute the Financial Close Out of the Project which shall be subject to the review and approval of the City's Finance Department. 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 Borrower or any Project contractor or subcontractor relating to the use of the SHIP 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. 1.6 Effective Date: The date on which the Agreement has been signed by the City Manager and attested to by the City Clerk. Page 3 of 39 14904-6113-9349 v.2 4925-4875-4109 v.1 1.7 HUD: 1.8 FHFC: 1.9 Legal Requirements: The United States Department of Housing and Urban Development. Florida Housing Finance Corporation The SHIP, federal, state and local laws, regulations and requirements relating or pertaining to the Loan and/or the Project, and any requirements imposed by the City. 1.10 Low -Income Household: A person or household whose annual income does not exceed eighty percent (80%) of AMI. 1.11 Moderate Income Household: A person or household whose annual income does not exceed one hundred percent (120%) of AMI. 1.12 Project: 1.13 Property: 1.14 Permitted Senior Financing: 14904-6113-9349 v.2 4925-4875-4109 v.1 Place Louverture is new construction consisting of thirteen (13) condominiums to be constructed by Borrower located at 6601 NE Miami Place, Miami, Florida 33138. The project shall be comprised of two (2) one bedroom/one bathroom units, two (2) two bedroom/one and a half bathroom units, two (2) two bedroom/two bathroom units, two (2) two bedroom/two and a half bathroom units, three (3) three bedroom/two and a half bathroom units, and two (2) three bedroom/three bathroom 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 FHFC income guidelines. The real property located at 6601 NE Miami Place, Miami, Florida 33138, 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. See Section 5.17. Page 4 of 39 1.15 Term: 1.16 The Covenant: The period commencing on the Effective Date hereof and ending at the Close -Out of the Project, unless this Agreement is terminated sooner as provided for herein. A Declaration of Restrictive Covenants to be recorded in the Public Records of Miami -Dade County, Florida to ensure that the SHIP Assisted Units will qualify and remain Affordable during the Affordability Period subject to the terms thereof as well as the homeowner's subordinate loan documents. 1.17 Treasury: United States Depaitiiient of the Treasury 1.18 The Note: 1.19 The Mortgage 1.20 SHIP Assisted Units, or Assisted Units: The Promissory Note of even date herewith evidencing the Loan, executed by the Borrower in favor of the City. The Leasehold Mortgage and Security Agreement collateralizing the Loan, executed by the Borrower, a copy of which is attached hereto and incorporated herein as Exhibit "F." Of the Project's total thirteen (13) units all are set aside for occupancy by Low -Income to Moderate Income Households. Eleven (11) of the Affordable units shall be allocated for Low -Income Households; and two (2) of the Affordable units shall be allocated for Moderate Income Households. Further restrictions apply to the SHIP Assisted Units as provided in this Agreement, the Covenant, the other SHIP Loan Documents and the Legal Requirements, as applicable. The SHIP Assisted Units shall remain Affordable throughout the applicable Affordability Period. 1.21 SHIP Funds, or, the Loan: The loan in the amount of $305,000.00 from the City to the Borrower for Project construction. 1.22 SHIP Loan Documents , or Loan Documents: 14904-6113-9349 v.2 4925-4875-4109 v.1 This Agreement and all other documents that may now or hereafter evidence or secure the SHIP Funds together with other documents executed in connection therewith or presented by the Borrower Page 5 of 39 1.23 SHIP Program: 1.24 SHIP Requirements: 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 State Housing Initiatives Partnership Program created pursuant to the State Housing Initiative Partnership Act, Sections 420.907 - 420.9089 of the Florida Statutes. The requirements contained in Sections 420.907- 420.9089 of the Florida Statutes, Chapter 67-37 of the Florida Administrative Code, all local and state requirements relating thereto and/or pertaining to the acquisition, construction, or sale of the Property or the development of the Project under the SHIP Program. ARTICLE II SHIP FUNDS Upon satisfaction of all conditions set forth herein, the City shall disburse the SHIP Funds to the Borrower for the purposes herein set forth. 2.1 Use of Funds. The Place Louverture Project is new construction consisting of a residential project located at 6601 NE Miami Place, Miami, Florida 33138. The Project consists of a total of thirteen (13) units. All thirteen (13) of the units will be SHIP Assisted Units for Low -Income and Moderate Income Households for a period of thirty (30) years, commencing on the Affordability Period Commencement Date. The thirteen (13) SHIP Assisted Units shall be occupied by eligible individuals; the SHIP Funds shall be used for certain development costs and for construction hard costs of the Project as well as first time homebuyer loan assistance for eligible homebuyers at the Project, in accordance with the Scope of Work/Project Schedule attached hereto and incorporated herein as Exhibit "B" and the Budget attached hereto and incorporated herein as Exhibit "C." 2.2 Disbursement. The SHIP 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, to be entered into by the City and the Borrower (the "Disbursement Agreement") a copy of which is attached hereto as Exhibit "D". The Borrower shall not request disbursement of such SHIP Funds until such SHIP Funds are needed for payment of eligible costs. The amount of each request for disbursement must be limited to the amount needed for the payment of eligible costs. Page 6 of 39 14904-6113-9349 v.2 4925-4875-4109 v.1 Borrower acknowledges and affirms that Ten Thousand and 00/100 Dollars ($10,000.00) of the SHIP 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 Retainage. Five percent (5%) of each draw request will be retained until the City has received, at the Borrower's sole cost, a Final Cost Certification prepared by an independent certified public accountant, both in form and substance acceptable to the City, which the City agrees may be in the same form required by other financing parties. 2.4 Repayment of SHIP Funds. Absent an Event of Default, payment of principal, and interest set forth in the SHIP Loan Documents shall not be required prior to the Affordability Period Commencement Date. Absent an event of Default, the principal and any accrued interest will be deferred to the end of the thirty (30) year Affordability Period. Payment or reimbursement of the City's expense as provided in Section 7.1 hereof shall not be deferred. This Loan shall bear zero percent (0%) interest during the construction of the Project. With each Affordability Period Commencement Date, a portion of the Loan will be converted to permanent first-time homebuyer loans amongst the (13) homeownership units. Each homebuyer will then take on a portion of the original construction Loan as a second mortgage loan. Each second mortgage loan will carry zero percent (0%) interest and will be non -amortizing. Each second mortgage loan will be a deferred payment 30-year loan, the principal of which will be forgiven at the end of maturity provided that the homeowner resides in the house as their primary residence. Each homebuyer will have to comply with the complete City of Miami First -Time Homebuyer Program guidelines (attached hereto and incorporated herein as Exhibit "H"). A homebuyer may not sell its SHIP Assisted Unit to a non -Low -Income Household or Moderate Income Household prior to the end of the specific homebuyer's specific Affordability Period which shall begin on the homebuyer's Affordability Period Commencement Date as governed by the terms of that homebuyer's City subordinated mortgage. A selling homebuyer must sell to a buyer that has been income certified by the City and buyer must comply with the resale restrictions set forth in the updated City's First -Time Homebuyer Program guidelines at the time the SHIP Assisted Unit is resold and any applicable resale provisions in the homebuyer's City subordinated mortgage. Upon the expiration of each Affordability Period, the applicable SHIP Assisted Unit will be released from the Covenant and such released SHIP Assisted Unit shall no longer constitute a "SHIP Assisted Unit" under the Covenant. Upon the homebuyer's closing on the purchase of a SHIP Assisted Unit, the homebuyer's SHIP Assisted Unit affordability requirement will be governed by the homebuyer's City subordinated mortgage. In each instance when a SHIP Assisted Unit is sold to an eligible SHIP homebuyer, Lender shall (a) prepare, execute and deliver to Borrower (i) a Promissory Note Modification Agreement to reduce the outstanding principal amount of the Loan evidenced by the Note and (ii) an Amendment to SHIP Loan Agreement to reduce the principal amount of the Loan and (b) prepare, execute and record a partial release of the Mortgage to release the condominium sold from the Mortgaged Property (as defined in the Mortgage). Upon the Close -Out of the Project, Lender shall cancel the Note and return it to the Borrower, and the Lender shall prepare, execute and record (y) a release of the Mortgage and (z) a release of the Borrower from the Covenant. Page 7 of 39 14904-6113-9349 v.2 4925-4875-4109 v.1 ARTICLE III DISBURSEMENT REQUIREMENTS 3.1 CONDITIONS OF DISBURSEMENT OF SHIP FUNDS. The City shall not be obligated to disburse the SHIP 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 Borrower's leasehold 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. 3.1.4 SHIP Program. Evidence of the Borrower's satisfactory compliance with all of the applicable requirements of the SHIP Program, pursuant to the State Housing Initiative Partnership Act, Sections 420.907 - 420.9089 of the Florida Statutes, and as hereinafter detailed. 3.1.5 Corporate Documents. (a) The operating agreement, or its equivalent, and a good standing certificate for the Borrower 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 Borrower and its Manager certified by the Manager or other authorized signer, authorizing the consummation of the transactions contemplated hereby, all satisfactory to the City. (c) Evidence reasonably satisfactory to the City that Borrower and any member of such entity, is qualified to receive funds under the SHIP Program in accordance with the SHIP Requirements. Page 8 of 39 14904-6113-9349 v.2 4925-4875-4109 v.1 3.1.6 Insurance Policies. The Borrower shall obtain and furnish evidence of insurance coverage as the City may require in connection with the Project, which may include, but is not limited to, the following: (a) Commercial General Liability with limits of not less than $1,000,000.00 per occurrence and $2,000,000.00 aggregate, protecting against property damage, advertising injury claims, personal injury and bodily injury, including death. The insurance policy shall be written on a primary and non- contributory basis and shall further list the City as an additional insured. (b) Business Auto Liability affording coverage on all owned autos, including hired and non -owned auto exposures with limits of $1,000,000 per accident. The City shall be listed as an additional insured. (c) Workers' Compensation and Employer's liability coverage subject to the statutory limits as required by the laws of the State of Florida ("State"). The Borrower shall be required to obtain and maintain at all times the insurance coverage outlined under this Section, and shall further furnish evidence to the City of such. In addition, the Borrower shall require its contractors to furnish certificates of insurance in accordance to Exhibit "J." To the extent available from the applicable insurance company, all such policies shall provide the City with a written notice of cancellation or material change from the insurer not less than thirty (30) days prior to any such cancellation or material change, and all such policies shall be written by insurance companies satisfactory to the City. Failure of the Borrower to submit all required evidence of the specified insurance coverage fourteen (14) calendar days prior to the start of Project shall delay the disbursement of the SHIP Funds. 3.1.7 Operative Documents. This Agreement, the Covenant, the Note, the Mortgage, the Disbursement Agreement, and any other SHIP Documents, shall be duly and lawfully executed by the Borrower 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 Borrower's subcontractors and contractors as of the date of execution of this Agreement, and copies of all contracts in excess of $50,000 for the performance of services or the supply of materials in connection with the Project to be funded pursuant to this Agreement. 3.1.10 Compliance with SHIP Requirements. All other documents required by the SHIP Program evidencing compliance with SHIP Requirements. Page 9 of 39 14904-6113-9349 v.2 4925-4875-4109 v.1 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 Borrower, which supports the total projected construction costs of the Project. 3.1.13 Omitted. 3.1.14 Omitted. 3.1.15 Environmental Report. The Borrower shall submit all information requested by the City with respect to the Project including, but not limited to, Phase I and Phase II Environmental Assessment Reports, as applicable. 3.1.16 Audit Report. The Borrower shall submit audit reports, as are required herein, to the City. 3.1.17 Personnel Policies and Administrative Procedure Manuals. The Borrower shall submit detailed documents describing the Borrower'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 Anti -Human Trafficking. The Borrower 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 Borrower 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". 3.1.22 All other documents reasonably required by the City. Page 10 of 39 14904-6113-9349 v.2 4925-4875-4109 v.1 3.1.23 Borrower Compliance. The Borrower 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 SHIP PROGRAM REQUIREMENTS The Borrower shall comply with the following SHIP Requirements: 4.1 GENERAL. 4.1.1 The Borrower shall maintain current documentation that its activities qualify under the SHIP Requirements. 4.1.2 Omitted. 4.1.3 The Borrower shall comply with all applicable provisions of the State Housing Initiative Partnership Act (the "Act") and the regulations issued in connection therewith, and shall carry out each Project activity in compliance with all other applicable laws and regulations. 4.1.4 The Borrower shall agree in writing to comply with any and all requirements as may be set forth in the Site Environmental Clearance Statement executed in connection herewith. 4.1.6 The Borrower shall comply with all applicable displacement and relocation requirements. 4.1.7 IN IENTIONALLY OMITTED. 4.1.8 Attendance at citizen participation committees/meetings, provided the Borrower is provided reasonable notice of such committees/meetings. 4.1.9 The Borrower shall, to the greatest extent possible, give Low -Income and Moderate Income residents of the service community opportunities for training and employment. 4.1.10 The Borrower shall ensure and maintain documentation that conclusively demonstrates that each activity assisted in whole or in part with SHIP Funds is an activity that benefits Low -Income and Moderate Income Households. 4.2 REAL PROPERTY. Page 11 of 39 14904-6113-9349 v.2 4925-4875-4109 v.1 4.2.1 Any real property that was acquired or improved in whole or in part with SHIP Funds received from the City shall be either: (a) Used to complete one of the SHIP Program eligible activities required by and defined in the Act for such period of time as shall be determined by the City based on the eligible activity. (b) Disposed of in a manner that results in the City being reimbursed for the amount of the current fair market value of the Property as may be determined by the City in its sole and absolute discretion, less any proportionate portion of the value attributable to expenditures of non -SHIP funds for the acquisition, or improvement, of the Property. 4.2.2 All real property purchased in whole or in part with funds for this Agreement with the City, or transferred to the Borrower after being purchased in whole or in part with funds from the City, shall be listed in the property records of the Borrower and shall include: a legal description; size; address and location; owner's name if different from the Borrower; 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 SHIP 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 SHIP activity that will be completed. 4.3 PERSONAL PROPERTY. 4.3.1 Definitions. (a) Personal Property. Personal Property of any kind except real property: 1) Tangible. All personal property having physical existence. 2) Intangible. All personal property having no physical existence such as patents, inventions and copyrights. (b) Non -expendable Personal Property. Tangible personal property of a non- consumable nature, with a value of $500.00 or more per item, with a normal expected life of one or more years, not fixed in place, and not an integral part of a structure, facility, or another piece of equipment. (c) Expendable Personal Property. All tangible personal property other than non -expendable property. Page 12 of 39 14904-6113-9349 v.2 4925-4875-4109 v.1 4.3.2 Requirements. The Borrower 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 Borrower and shall include: a description of the property; location; model number; manufacturer's serial number; date of acquisition; funding source; unit cost; property inventory number; information on its condition; and information on the transfer, replacement, or disposition of the property. (b) All non -expendable personal property purchased in whole or in part with funds from this and previous contracts with the City shall be inventoried annually by the Borrower 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 Borrower pursuant to the terms of this Agreement shall vest in the City. 4.4 DISPOSITION•. The Borrower 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 Borrower or its subcontractors pursuant to the terms of this Agreement, and shall dispose of all such property in accordance with instructions from the City. Those instructions may require the return of all such property to the City. 4.5 SUBCONTRACTS AND ASSIGNMENTS. 4.5.1 The Borrower shall ensure that all subcontracts and assignments funded with SHIP Funds hereunder: (a) Identify the full, correct, and legal name of all parties; (b) Describe the activities to be performed; (c) Present a complete and accurate breakdown of its price component; (d) Incorporate a provision requiring compliance with all applicable regulatory and other requirements of this Agreement, including but not limited to the City's Minority Procurement Ordinance, and with any other conditions and/or approvals that the City may deem necessary. The requirements of this subparagraph apply to subcontracts and assignments in which parties are engaged to carry out any eligible substantive programmatic service, as may be defined by the City, set forth in this Agreement. The City shall in Page 13 of 39 14904-6113-9349 v.2 4925-4875-4109 v.1 its sole and absolute discretion determine when services are eligible substantive programmatic services and subject to the audit and record - keeping requirements described in this Agreement; and (e) Incorporate the language of the Certificate Regarding Lobbying executed in connection herewith. 4.5.2 The Borrower shall incorporate in all consultant and other subcontracts funded with SHIP funds hereunder the following provision: "[The Borrower) 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 Borrower]. [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 Work provided in this subcontract." 4.5.3 The Borrower shall be responsible for monitoring the contractual performance of all subcontracts. 4.5.4 The Borrower shall submit to the City for its review and reasonable confirmation any subcontract engaging any party who agrees to carry out any substantive programmatic activities, to ensure its compliance with the requirements of this Agreement. The City's review and confirmation shall be obtained prior to the release of any funds for the Borrower's subcontractor(s). 4.5.5 The Borrower shall receive written approval from the City prior to either assigning or transferring any obligations or responsibility set forth in this Agreement. 4.5.6 Approval by the City of any subcontract or assignment shall not under any circumstances be deemed to be the City's agreement to incur any obligations in excess of the total dollar amount agreed upon in this Agreement. 4.5.7 The Borrower and its subcontractors shall comply with the Copeland Anti -Kick Back Act, the Contract Work Hours and Safety -Standards Act, the Lead -Based Paint Poisoning Prevention Act, the Residential Lead Based Paint Hazard Reduction Act of 1992 (and implementing regulations at 24 C.F.R. Part 35) and any other applicable laws, ordinances and regulations. 4.5.8 If the City requests it, the Borrower shall submit to the City, for written prior approval, all proposed Solicitation Notices, Invitations for Bids, and Requests for Proposals. Page 14 of 39 14904-6113-9349 v.2 4925-4875-4109 v.1 4.6 REPORTING OBLIGATIONS. Notwithstanding anything to the contrary set forth herein or in the other Loan Documents, Borrower's reporting and other obligations set forth in this Agreement and/or in any other Loan Documents shall cease and terminate as of December 31 of the calendar year in which Borrower sells the last SHIP Assisted Unit owned by Borrower to a Low -Income Household or Moderate Income Household, provided that Borrower shall maintain the Contract Records until the expiration of the Retention Period. 4.6.1 The Borrower shall submit the following as required by the City: 4.6.1.1 Progress Reports. The Borrower shall submit status reports and projected completion dates to describe the progress made by the Borrower in achieving each of the objectives identified in Exhibit "B" attached hereto. The Borrower shall also submit an Earned Income Report in such form as may be required by the City. Both the Progress Report and the Earned Income Report shall be provided to the City on a quarterly basis until Project completion. 4.6.1.2 Inventory Report. The Borrower shall furnish such reports on the Project real property, as specified in Paragraph 4.3.2 hereof, as may be requested by the City. 4.6.1.3 Affirmative Action Plan. The Borrower shall report to the City such information relative to the equality of Project employment opportunities whenever requested by the City. 4.6.1.4 Assurance of Compliance with Section 504 of the Rehabilitation Act. The Borrower 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 Borrower 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 Borrower shall provide a list of all Project contractors and subcontractors, and copies of all contracts in excess of $50,000 for the performance of services or the supply of materials in connection with the Project. 4.6.1.7 Previously Funded City Projects. The Borrower shall comply with (i) all applicable reporting requirements relating to the Borrower's previously funded City projects which are under construction or in an 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 Borrower. Page 15 of 39 14904-6113-9349 v.2 4925-4875-4109 v.1 4.6.1.8. Audits, Other Information and Records. (i) The Borrower 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 Borrower fiscal year. Each such audited financial statement is to be for the 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 Borrower 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 Borrower shall also furnish to the City unaudited financial statements of the Borrower, certified by the Borrower'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 Borrower shall maintain all Contract Records in accordance with generally accepted accounting principles, procedures, and practices, which records shall sufficiently and properly reflect all revenues and expenditures of funds provided directly or indirectly by the City pursuant to the terms of this Agreement. Page 16 of 39 14904-6113-9349 v.2 4925-4875-4109 v.1 (iii) The Borrower 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 Borrower shall include in all Project subcontracts, 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 Borrower 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 Borrower's performance and compliance with this Agreement, the other SHIP Loan Documents and all Legal Requirements. 4.6.2 Federal, State and County Laws and Regulations. 4.6.2.1 The Borrower 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 Borrower shall comply with all applicable federal laws and regulations such as: 2 CFR Part 200, Section 504 of the Rehabilitation Act of 1973, as amended, which prohibits discrimination on the basis of handicap; Title VI of the Civil Rights Act of 1964, as amended, which prohibits discrimination on the basis of race, color, or national origin; the Age Discrimination Act of 1975, as amended, which prohibits discrimination on the basis of age; Title VIII of the Civil Rights Act of 1968, as amended, and Executive Order 11063 which prohibits discrimination in housing on the basis of race, color, religion, sex, or national origin; 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 Borrower pursuant to the terms of this Agreement is in excess of $100,000.00, the Borrower 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); and Executive Order 11738. Page 17 of 39 14904-6113-9349 v.2 4925-4875-4109 v.1 ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE BORROWER The Borrower represents and warrants to the City as follows: 5.1 Organization and Existence. The Borrower 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 SHIP Funds, and to own, operate and develop the Project. The Project shall comply with all applicable SHIP Requirements. The Borrower has full power and authority to perform the provisions hereof and of its agreements and undertakings with the City and to perform the transactions contemplated hereby, and such execution and performance have been duly authorized by all necessary corporate or other approvals and actions. 5.2 Correctness of Documents. The cost estimates, Budget, schedules, and all other documents furnished to the City in accordance with the SHIP Program, this Agreement, and/or the other SHIP 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. 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 Borrower, the Project or the Property which could adversely affect the Borrower's ability to comply with the SHIP 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 SHIP 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 Borrower. 5.4 Non -Default. The Borrower 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 SHIP Documents, the consummation of the other transactions contemplated hereby, and the ownership and development of the Project as contemplated hereby and by the other SHIP Documents: (i) to the best of the Borrower'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 Borrower 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. Page 18 of 39 14904-6113-9349 v.2 4925-4875-4109 v.1 5.5 Valid Obligations. This Agreement and all of the other SHIP Loan Documents, when executed and delivered, shall constitute the duly authorized, legal, valid and binding obligations of the Borrower and will be enforceable in accordance with their respective terms. 5.6 Marketable Title. The Borrower 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 Order Number 11787238) issued by Fidelity National Title Insurance Company, effective as of July 1, at 8:00 am, as endorsed. (collectively, the "Title Commitment and Exceptions"); and (b) from time to time, the granting of utility and similar easements on a non -material portion of the Property to utility and similar service providers for the installation and maintenance of utility and similar service equipment and components. 5.7 Compliance. The completion and use of the Project in accordance with the Scope of Work will comply fully with all Legal Requirements, and with all limitations on the use of the Project, or any other condition, grant, easement, covenant, or restriction, whether recorded or not. All necessary approvals, permits and licenses for the construction, operation, and use of the Project have been unconditionally obtained and are in full force and effect, or if the present state of construction of the Project does not allow such issuance, then such approvals, permits and licenses will be issued when the Project is completed. 5.8 Encroachments. When completed in accordance with the Scope of Work, the Project will not encroach upon any building line, setback line, side yard line or other recorded or visible easements or other easements of which the Borrower is aware which exists (or which the Borrower 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 by the City, which, for avoidance of doubt (and which the City hereby acknowledges and agrees), are limited to the sale of each SHIP Assisted Unit. 5.11 Pending Assessments. The Borrower has no knowledge of any pending or proposed governmental action that would impair the operation or value of the Project or result in a special assessment against the Project. 5.12 Waste. The Borrower shall not commit or suffer waste or negligence on the Project. 5.13 Fraud. No fraud by the Borrower has occurred in the qualification of the Project, the Borrower and/or the Property under the SHIP Program, the negotiation of this Agreement and the other SHIP Documents, nor in the transactions contemplated hereby. Page 19 of 39 14904-6113-9349 v.2 4925-4875-4109 v.1 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 Borrower'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 Borrower will comply at all times with all Legal Requirements. The Borrower will comply at all times with the SHIP Requirements affecting the ownership, use, construction, sale and operation of the Project. 5.17. Other Project Financing. The Borrower 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 acceptance of the SHIP Funds hereunder by the Borrower shall be deemed to be a reaffirmation of each of the representations and warranties given in this Agreement. ARTICLE VI BORROWER'S OBLIGATIONS 6.1 Scope of Work. The Borrower shall perform the Scope of Work as set forth herein and on Exhibit "B" attached hereto. Borrower shall: (a) meet all of its obligations hereunder and under all of the SHIP Loan Documents executed in connection herewith, (b) commence construction within six (6) months from the Effective Date of the contract, (c) within twelve (12) months after the issuance of the certificates of occupancy for the Project, but in no event later than thirty-six (36) months from the Effective Date, sell all thirteen (13) SHIP Assisted Units to Low -Income Households or Moderate Income Households in accordance with the requirements of this Agreement, (d) prior to the Affordability Period Commencement Date, comply with all applicable SHIP Requirements and all applicable requirements hereof and in the other SHIP Loan Documents with regard to the SHIP Assisted Units. 6.2 Reporting Obligations. The Borrower 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 Borrower's performance and compliance with this Agreement and all Legal Requirements. 6.3 Retention of Records. The Borrower shall retain all Contract Records for five (5) years after the expiration of the Affordability Period Commencement Date (hereinafter referred to as the "Retention Period") subject to the limitations set forth below: Page 20 of 39 14904-6113-9349 v.2 4925-4875-4109 v.1 (a) If the City or the Borrower has received or is given notice of any kind indicating any threatened or pending litigation, claim or audit arising out of the activities relating to the Project or the Scope of Work or under the terms of this Agreement, the Retention Period shall be extended until such time as the threatened or pending litigation, claim or audit is, in the sole and absolute discretion of the City, fully, completely and finally resolved. (b) The Borrower shall allow the City or any person authorized by the City full access to and the right to examine any of the Contract Records during the required Retention Period. (c) The Borrower shall notify the City in writing, both during the pendency of this Agreement and after its expiration termination, as part of the final closeout procedure, of the address where all Contract Records will be retained. 6.4 Provision of Records. All of the Contract Records are subject to the provisions of Chapter 119, Florida Statutes, commonly referred to as the "Public Records Law". Should Borrower determine to dispute any public access provision required by Florida Statutes, then Borrower shall do so at its own expense and at no cost to the City. IF BORROWER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO BORROWER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT AS A PUBLIC CONTRACT, PLEASE CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT TELEPHONE NUMBER 305-416-1800, EMAIL: PUBLICRECORDS@MIAMIGOV.COM, AND MAILING ADDRESS: PUBLIC RECORDS C/O OFFICE OF THE CITY ATTORNEY, 9TH FLOOR, MIAMI RIVERSIDE CENTER, 444 S.W. 2ND AVENUE, MIAMI, FLORIDA 33130 OR THE CITY'S DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT'S CUSTODIAN OF RECORDS AT 2ND FLOOR, 14 NORTHEAST 1ST AVENUE, MIAMI, FLORIDA 33132. The Borrower shall provide to the City, upon request, all Contract Records until the expiration of the Retention Period. The requested Contract Records may be treated as public records of the City without restriction, reservation, or limitation on their use and shall be made available by the Borrower at any time upon request by the City until the expiration of the Retention Period. If the Borrower 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 Borrower 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 Page 21 of 39 14904-6113-9349 v.2 4925-4875-4109 v.1 the recording of customary utility and cable easements relating to the normal operation of the Property, the Borrower 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) Except for the Permitted Senior Financing, amendments to the Ground Lease Agreement to make it possible for SHIP Assisted Unit homebuyers to finance their purchases (this may include the Land Trust Approved FHA Rider), and the anticipated amendment and restatement of the Ground Lease Agreement prior to recording the condominium declaration by Place Louverture Condominium Association, Inc., a Florida not -for -profit corporation, the sale, assignment, pledge, transfer, hypothecation or other encumbrance or disposition of any proprietary or beneficial interest in the Borrower, the Project or the Borrower's estate in the Property, or any change in the operating control of the Borrower, which shall require the prior approval of the City's HCLC or the City Commission, as appropriate (b) Except in the case of repair or replacement caused by normal wear and tear, otherwise due to casualty or condemnation in accordance with the terms of this Agreement or as permitted in Paragraph 6.5(a), 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. (e) The sale of a SHIP Assisted Unit to a homebuyer, which approval shall not be unreasonably delayed, conditioned or withheld. Income certifications shall be completed in no more than thirty (30) business days. 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 Close -Out of the Project, provided, however, that no material terms are affected. 6.6 Monitoring. The Borrower shall permit the City and other persons duly authorized by the City to inspect all Contract Records, facilities, goods, and activities of the Borrower 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 Borrower. Following such inspection or interviews, the City will deliver to the Borrower a report of its findings. The Borrower 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 Borrower's justification is acceptable. Page 22 of 39 14904-6113-9349 v.2 4925-4875-4109 v.1 6.7 Conflict of Interest. A. The Borrower 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 SHIP Program conflict of interest rules (24 C.F.R. §92.356), all as amended, and agrees that it will fully comply in all respects with the terms thereof and any future amendments. B. The Borrower 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 Borrower 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 Borrower, its employees or associated persons or entities must be disclosed to the City. C. The Borrower shall disclose any possible conflicts of interest or apparent improprieties of any party under or in connection with the Legal Requirements, including the standards for procurement. D. The Borrower shall make any such disclosure to the City in writing within seven (7) days after the Borrower'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 SHIP Program or this Agreement, or who is in a position to participate in the decision -making process or gain inside information regarding SHIP -assisted activities, has any personal financial interest, direct or indirect, in this Agreement, the proceeds hereunder, the Project or the Borrower, 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 Borrower 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 Borrower and a for -profit or nonprofit subsidiary or affiliate organization, an organization with an overlapping board of directors, and an organization for which the Borrower is responsible for appointing memberships. The Borrower 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 Borrower shall ensure that all publicity and advertisements prepared and released by the Borrower, such as pamphlets and news releases, related to activities funded by this Agreement, and all events carried out to publicize the Page 23 of 39 14904-6113-9349 v.2 4925-4875-4109 v.1 accomplishments of any activities funded by this Agreement, recognize the City as one of its funding sources. 6.10 Procurement. The Borrower shall make a positive effort to procure supplies, equipment, construction, or services to fulfill this Agreement from minority and women owned businesses, and to provide these sources the maximum feasible opportunity to compete for subcontracts to be performed pursuant to this Agreement. To the maximum extent feasible, these businesses shall be located in or owned by residents of the community development areas designated by the City. 6.11 Additional Funding. The Borrower 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 Borrower shall return to the City upon the expiration or termination of this Agreement any SHIP Funds on hand, any funds or accounts receivable attributable to the SHIP Funds, and any overpayments due to unearned funds or costs disallowed pursuant to the terms of this Agreement that were disbursed to the Borrower by the City. Any funds not earned by the Borrower 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 prior to the Affordability Period Commencement Date if any SHIP Assisted Unit fails to comply with the Affordable requirements, the Borrower shall repay to the City the outstanding principal amount of the Loan evidenced by the SHIP Note, as amended, and all unpaid interest accrued thereon as provided in the SHIP Note and all unpaid fees, charges and other obligations of the Borrower to the extent due under any of the Loan Documents, as provided therein. 6.14 Affirmative Marketing. The Borrower shall comply with the affirmative marketing requirements and procedures provided on Exhibit "E" attached hereto and made a part hereof. Borrower shall comply with the requirements of the affordable housing notice to City Officials in City of Miami Ordinance #13491. 6.15 Omitted. 6.16 Signage, Acknowledgement, Publicity. During the Term of this Agreement, the Borrower 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. Page 24 of 39 14904-6113-9349 v.2 4925-4875-4109 v.1 All publicity and advertisements prepared and released by the Borrower 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 Borrower understands and agrees that $10,000.00 of the SHIP 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 Borrower 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 SHIP Assisted Unit. Age discrimination and discrimination against minor dependents are also not permitted. 6.19 Previously Funded City Projects. The Borrower shall comply with: (1) all applicable reporting requirements relating to previously funded City projects which are under construction or in an affordability period, including OMB A-133, and (2) all applicable insurance requirements relating to such projects. 6.20 Compliance with Safety Precautions. The Borrower 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 Borrower 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 Borrower, for the benefit of the City, that the Borrower 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 Borrower shall contact the City's Risk Management Department Safety Unit in writing to coordinate such inspection(s). The Borrower 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 Borrower 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 Borrower, the architect for the Project and the contractor, and each Request for Disbursement of soft costs must be signed by the Borrower, as more fully set forth in the Disbursement Agreement. The City shall not fund any draw request in an amount that exceeds the City's initial contribution percentage of the entire development cost of the project. Five percent (5%) of each Page 25 of 39 14904-6113-9349 v.2 4925-4675-4109 v.1 draw request will be retained until the City has received as part of the Close-out of the Project, at the Borrower'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 SHIP Loan Documents, the Borrower 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 Borrower is not in breach or default of any provision of the Mortgage or any other loan document between the Borrower and Lender; (ii) the Borrower determines that there will be sufficient funds, through insurance proceeds and contributions by the Borrower, 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; and (iii) the Borrower 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 SHIP Loan Documents, the Borrower 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 Borrower is not in breach or default of any provision of the Mortgage or any other SHIP Loan Document; (ii) the Borrower determines that there will be sufficient funds, through condemnation proceeds and contributions by the Borrower, 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 Borrower has received the City's written concurrence with such determination. 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) In the event Borrower does not sell any of the SHIP Assisted Units to a Low -Income Household or Moderate Income Households, the Borrower's failure to initiate action to cure such non-compliance within ten (10) business days of receipt of knowledge of the same. (b) If any term, condition or representation contained in this Agreement or any of the other SHIP Loan Documents is materially untrue, substantially inaccurate or incomplete when made, or, if there is a material Page 26 of 39 14904-6113-9349 v.2 4925-4875-4109 v.1 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 twenty one (21) 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 Borrower's estate in the Property, or any change in operating control of the Borrower, 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 constructed in a good and workmanlike manner in accordance with the Scope of Work, or that the Borrower 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 Borrower or the Property. (f) (g) Failure by the Borrower to comply with any material term, covenant, obligation, or provision of this Agreement or any of the SHIP Loan Documents, or the occurrence of an event of default under any of the other SHIP Loan Documents after notice and reasonable opportunity to cure. Any change in zoning requirements or zoning classification of the Property initiated by the Borrower, 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 Borrower to the City, direct or contingent, whether now or hereafter due, existing, created or arising. Borrower declares bankruptcy and/or becomes insolvent, which shall result in immediate acceleration of the Loan's repayment in full. City and Borrower 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. Page 27 of 39 14904-6113-9349 v.2 4925-4875-4109 v.1 ARTICLE VIII REMEDIES 8.1 Upon the occurrence of any Event of Default, the City shall have the absolute right to refuse to disburse any undisbursed portion of the Loan. The City shall provide written notice of the occurrence of an Event of Default to the Borrower, after which the Borrower shall have thirty (30) days to cure said default (except for the events described in Section 7.1 (b) and (d) above for which the aforementioned cure period shall not apply). 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 Borrower shall have such additional time as may be required to effect a cure, so long as (a) the cure is commenced within thirty (30) days and is diligently prosecuted and (b) the lack of a cure during such continuing cure period has no material adverse effect on the Project. The City agrees to accept a cure of any default committed by the Borrower, which cure is tendered or effected by Project Sponsor, Fee Owner or a lender of Permitted Senior Financing, as if such cure had been tendered or effected by the Borrower. If an Event of Default shall continue uncured for a period of thirty (30) consecutive days following written notice thereof to the Borrower (except for the events described in Section 7.1 (b) and (d) above for which the aforementioned cure period shall not apply and except for cures which are continuing as provided in the preceding paragraph), and subject to the provisions of the last paragraph of this Section, the 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 SHIP Funds. Demand that the Borrower reimburse the City for the SHIP Funds disbursed to the Borrower pursuant to this Agreement. The Borrower shall reimburse City in the amount of the SHIP Funds disbursed to the Borrower pursuant to this Agreement, subject to any limitations contained in the SHIP Note and/or Mortgage concerning Borrower's or Borrower's liability for amounts due under the SHIP Loan Documents. (c) 14904-6113-9349 v.2 4925-4875-4109 v.1 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 SHIP Documents. Page 28 of 39 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 Borrower 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 Borrower or a material man, laborer, subcontractor or supplier, shall have any interest in the SHIP Funds withheld because of a default hereunder, and shall not have any right to garnish or require or compel that payment thereof be applied toward the discharge or satisfaction of any claim or lien which any of them may have. Notwithstanding the forgoing, in the event of an Event of Default under Section 7.1(j) above, which default relates to the Permitted Senior Financing, but does not otherwise constitute a default under the Loan Documents, such Event of Default shall be waived by the City in the event that the Senior Lender waives such default under the Permitted Senior Financing, but only upon submission to the City of such waiver by Senior Lender. 8.2 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: (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 Borrower or any endorser of the Note and without any affirmative action or declaration on the part of the City; (b) (c) The Covenant shall remain as a restriction on the Property throughout the Affordability Period for the final SHIP Assisted Unit sold to eligible SHIP homebuyers. SHIP Assisted Units shall be released from the Covenant upon expiration of the applicable Affordability Periods; and The Project Sponsor, Borrower, Project developer, managing member of the Borrower, 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 Borrower 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 Borrower and persons employed or utilized by Borrower in the performance of this Agreement. Borrower 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 Page 29 of 39 14904-6113-9349 v.2 4925-4875-4109 v.1 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 Borrower shall, upon written notice from the City, resist and defend such action or proceeding by counsel satisfactory to the City. The Borrower expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Borrower 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 indemnification provided above shall obligate the Borrower 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 Borrower, or persons employed or utilized by Borrower. This indemnity will survive the cancellation or expiration of the Agreement. This indemnity will be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conforms to the limitations of §725.06 and/or §725.08, Florida Statutes, as applicable. The Borrower shall require all sub -contractor agreements, if applicable, to include a provision that they will indemnify the City. The Borrower 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 Borrower in which the City participated either through review or concurrence of the Borrower's actions. In reviewing, approving or rejecting any submissions by the Borrower or other acts of the Borrower, the City in no way assumes or shares any responsibility or liability of the Borrower or sub -contractor under this Agreement. ARTICLE X TERMINATION The Borrower acknowledges that this Agreement may be terminated if the Borrower 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 Borrower. 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 Borrower is not making (or causing to be Page 30 of 39 14904-6113-9349 v.2 4925-4875-4109 v.1 made) sufficient progress with regard to the construction of the SHIP Assisted Units (thereby endangering its ultimate performance under this Agreement) or is not complying with any material term or provision of this Agreement, following notice and the expiration of the applicable cure period(s). 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 Borrower 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 Borrower's breach is waived by the City in writing, the City may, by written notice to the Borrower, terminate this Agreement upon not less than twenty-four (24) hours prior written notice. Said notice shall be delivered by certified mail, return receipt requested, or by in person delivery with proof of delivery. Waiver of breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. The provisions hereof are not intended to be, and shall not be, construed to limit the City's right to legal or equitable remedies. ARTICLE XI SUSPENSION 11.1 The City may, for reasonable cause, suspend the Borrower's authority to obligate funds under this Agreement and/or withhold payments to the Borrower, pending necessary corrective action by the Borrower, and may include: (a) Ineffective or improper use of the SHIP Funds by the Borrower; (b) Failure of the Borrower to comply with any material term or provision of this Agreement; (c) Failure of the Borrower to submit any documents required by this Agreement; or (d) The Borrower's submittal of incorrect or substantially incomplete documents. 11.2 The determinations and actions described in paragraph 11.1 above may be applied to all or any part of the activities funded pursuant to this Agreement. 11.3 The City will notify the Borrower 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). Page 31 of 39 14904-6113-9349 v.2 4925-4875-4109 v.1 ARTICLE XII MISCELLANEOUS 12.1 Enforcement Methods. As a means of enforcing compliance with the SHIP 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 hereto. The parties agree to modify this Agreement if the City determines, in its sole and absolute discretion, that federal, state, and/or local governmental revisions of any applicable laws or regulations, or increases or decreases in budget allocations, make changes to this Agreement necessary. The City shall be the final authority in determining whether or not funds for this Agreement are available due to federal, state and/or local governmental revisions of any applicable laws or regulations, or increases or decreases in budget allocations. 12.3 Right to Waive. The City may, for good and sufficient cause, as determined by the City in its sole and absolute discretion, waive provisions of this Agreement or seek to obtain such waiver from an appropriate authority. Waiver requests from the Borrower shall be in writing. A waiver shall not be construed to be a modification of this Agreement. 12.4 Budget and SHIP Eligibility Activity Title Revisions. Revisions to the Budget shall be made in writing, and approved in writing by the City; however, such revisions shall not necessitate an amendment hereto unless the amount of the Loan to be granted hereunder is changed, or unless otherwise required by the City. A revision to the SHIP 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 Borrower 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 Borrower. 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 Borrower 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 Page 32 of 39 14904-6113-9349 v.2 4925-4875-4109 v.1 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: To Borrower: With Copy to: 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 George K. Wysong III City Attorney City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 SFCLT Place Louverture Developer LLC c/o BHP Community Land Trust, Inc. 718 NE 2nd Avenue Fort Lauderdale, FL 33304 Attn: Amanda Bartle Shahrzad Emami Shaw Nelson Mullins Riley & Scarborough LLP 1905 NW Corporate Blvd Suite 310 Boca Raton, FL 33431 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. The Borrower shall at any time and from time to time upon the request of the City, at Borrower's sole cost and expense, execute, acknowledge and deliver such further notices and other documents and perform such other acts as may, in the reasonable opinion of the City, be necessary, desirable or proper to carry out more effectively the purposes of this Agreement and the other Loan Documents. 12.9 Conflicts with Applicable Laws. If any provision of this Agreement conflicts with any applicable law or regulation, only the conflicting provision shall be deemed by the parties hereto to be modified, or to be deleted if modification is inappropriate, to cause the provision to Page 33 of 39 14904-6113-9349 v.2 4925-4875-4109 v.1 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" Exhibit "G" Exhibit "H" Exhibit "I" Exhibit "J" Exhibit "K" 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 First Time Homebuyer Program Signage Requirements Additional Insurance Requirements Anti -Human Trafficking Affidavit Permitted Senior Financing 12.11 WAIVER OF JURY TRIAL. NEITHER THE BORROWER 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 BORROWER, THE PROJECT'S 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 BORROWER NOR THE PROJECT'S SUBCONTRACTORS, NOR ANY OTHER PERSON OR ENTITY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE PARTIES HERETO, AND THE PROVISIONS HEREOF SHALL BE SUBJECT TO NO EXCEPTIONS. NEITHER PARTY TO THIS AGREEMENT HAS IN ANY MANNER AGREED WITH OR REPRESEN 1'LD 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 July 19, 2023, February 27, 2024, and on July 29, 2025, and on July 15, 2026 ("Award Memoranda") are hereby incorporated by reference. To the extent of any conflict between the Award Memoranda and the SHIP Loan Documents and when interpreting the intent of the SHIP Loan Documents, whichever provision is strictest will control. Page 34 of 39 14904-6113-9349 v.2 4925-4875-4109 v.1 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 OMITTED 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 Borrower 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 SHIP Funds should be de - obligated for this Project. 12.16 Homebuyer Lottery. The selection of eligible homebuyers to purchase the SHIP Assisted Units shall be from the results of a homebuyer lottery, which shall be conducted with a representative of the City of Miami present. In addition, the Borrower and the SHIP Assisted Units shall comply with the requirements of the City of Miami Ordinance #13645 regarding Resident Preference. 12.17 Costs, Including Attorney's Fees. The Borrower agrees to pay when due for which an invoice is provided, all reasonable costs and expenses in connection with the administration or monitoring of compliance with this Agreement and all related documents and any other documents which may be delivered in connection with this Agreement or the transactions contemplated hereby, including, without limitation, the reasonable fees and out of pocket expenses of the City and of counsel and any agents or consultants for the City, with respect thereto, in connection with the administration or monitoring of this Agreement and such other documents as may be delivered in connection herewith. In addition, the Borrower shall pay any and all stamps and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement and such other documents as may be delivered in connection herewith, and agrees to save the City harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees. In the event litigation, arbitration, or mediation, between the parties hereto, arises out of the terms of this Agreement, each party shall be responsible for its own attorney's fees, costs, charges, and expenses through the conclusion of all appellate proceedings, and including any final settlement or judgment. 12.18 The Borrower's obligations pursuant to this Agreement shall be binding upon and inure to the respective heirs, personal and legal representatives, trustees and successors and assigns of the Parties hereto, including each and every such party's past and present parent, subsidiary, affiliate or predecessor entities, any and all entities by which or under a name by which any party has been known or has done business, and any and all of his, hers, its and/or their respective past and present officers, commissioners, directors, principals, trustees, administrators, agents, Page 35 of 39 14904-6113-9349 v.2 4925-4875-4109 v.1 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 hereto 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 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 rate 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] 14904-6113-9349 v.2 4925-4875-4109 v.1 Page 36 of 39 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their undersigned officials as duly authorized. BORROWER: SFCLT PLACE LOUVERTURE DEVELOPER LLC, a Delaware limited liability company By: BHP Community Land Trust, Inc., a Florida not for profit corporation, its ma ::er By: Print e: Aman Title: President & CEO ACKNOWLEDGMENT STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me by means of ] physical presence or Elonline notarization, this 15 "yciay of j U), 2026 by Amanda Bartle as President & CEO of BHP Community Land Trust, Inc, a Flora not for profit corporation, the manager of SFCLT Place Louverture Developer LLC, a Delaware limited liability company. She is personally known to me or has produced b L as identification. (NOTARY PUBLIC SEAL) KRYSTAL V. HERNANDEZ MY COMMISSION # HH 744908 EXPIRES: March 26, 2030 14904-6113-9349 v.2 4912-6979-8062 v.1 re • f P rson T : king Acknowledgment (Printed, Typed, or Stamped Name • Notary Public) Krystal V. Hernandez Page 37 of 39 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their undersigned officials as duly authorized. AI FEST: tilltgAres-,_2611 . • • Ha on, �IIW Date: th. '2 srO ' /0/, . By: AiDavid Ruiz Interim Directo APPROVED A REQUIREM TO TS: of NCE isk Management APPROVED AS TO DEPARTMENTAL REQUIREMENTS: CITY: CITY OF MIAMI, a municipal corporation of the State of Florida By: By: Victor Turner Director of the Department of Housing and Community Development 14904-6113-9349 v.2 4925-4875-4109 v.1 APPROVED AS TO FORM AND CORRECTNESS: By: George K. Wysong III City Attorney Q 4Z,3- Page 38 of 39 EXHIBIT "A" LEGAL DESCRIPTION OF THE PROPERTY Lot (s) 3, 4, 21 and 22, Amended Plat of Liberty Park and First Addition to Liberty Park, according to the map or plat thereof, as recorded in Plat Book 6, Page(s) 86, of the Public Records of Miami - Dade County, Florida. LESS those lands deeded to the City of Miami, pursuant to that certain Right -Of -Way Deed recorded in Book 33039, at Page 458, of the Public Records of Miami -Dade County, Florida. LESS AND EXCEPT A portion of Lot (s) 3, 4, 21 and 22, Amended Plat of Liberty Park and First Addition to Liberty Park, according to the map or plat thereof, as recorded in Plat Book 6, Page(s) 86, of the Public Records of Miami -Dade County, Florida, being further described as follows: A parcel of land being portions of Lots 3 and 4 of "AMENDED PLAT OF LIBERTY PARK AND FIRST ADDITION TO LIBERTY PARK", according to the plat thereof, as recorded in Plat Book G, Page 8G, of the Public Records of Miami -Dade County, Florida, and being more particularly described as follows: The North 10.00 feet of said Lots 3 and 4. TOGETHER WITH: The external area of a 25-foot radius curve, being concave to the Southeast, and tangent to both the South Line of the North 10.00 feet of said Lot 4, and the West Line of said Lot 4. TOGETHER WITH: The external area of a 25-foot radius curve, being concave to the Southwest, and tangent to both the South Line of the North 10.00 feet of said Lot 3, and the East Line of said Lot 3. ALSO LESS AND EXCEPT A parcel of land being a portion of Lot 21 of "AMENDED PLAT OF LIBERTY PARK AND FIRST ADDITION TO LIBERTY PARK", according to the plat thereof, as recorded in Plat Book G, Page 8G, of the Public Records of Miami -Dade County, Florida, and being more particularly described as follows: The external area of a 25-foot radius curve, being concave to the Northeast, and tangent to both the South Line and the West Line of said Lot 21. ALSO LESS AND EXCEPT A parcel of land being a portion of Lot 22, of "AMENDED PLAT OF LIBERTY PARK AND FIRST ADDITION TO LIBERTY PARK", according to the plat thereof, as recorded in Plat 4925-4875-4109 v.1 Book G, Page 8G, of the Public Records of Miami -Dade County, Florida, and being more particularly described as follows: The external area of a 25-foot radius curve, being concave to the Northwest, and tangent to both the South Line and the East Line of said Lot 22. 4925-4875-4109 v.1 EXHIBIT "B" SCOPE OF WORK /PROJECT SCHEDULE [plans and specifications available at Place Louverture Permit Set] 4925-4875-4109 v.1 WORK SCOPE / DEVELOPMENT SCHEDULE Place Louverture The Place Louverture project will be new construction consisting of thirteen (13) condominiums located at 6601 NE Miami Place, Miami, in the Little Haiti neighborhood. The project shall be comprised of two (2) one bedroom/one bathroom units, two (2) two bedroom/one and a half bathroom units, two (2) two bedroom/two bathroom units, two (2) two bedroom/two and a half bathroom units, three (3) three bedroom/two and a half bathroom units, and two (2) three bedroom/three bathroom units . Activity Estimated Date Start of Construction August 2026 Construction Completion March 2028 Commence Affirmative Marketing December 2027 Initial Lease -Up (Leasing Activities Commence) January 2028 Stabilized Occupancy June 2028 EXHIBIT "C" BUDGET [budget is available Place Louverture Sources and Uses] City of Miami - Department of Community Development COST ALLOCATION REPORT Place Louverture Finandno Sou ces: Specify Name Tod Protect % City of Miami SHIP Program Miami Dade County HOME Grants FY 2021 & FY 2022 Mfeml-Dade HONE CHDO Miami Dade County Surtax Construction Loan Little Haiti Revitalization Trust Investment Florida Community Loan Fond Miami Homes for All SFCLT Bridge Investment SFCLT Deferred Fee Land Acquisition 307,836 3% 307.836 }lard Cost; 295,000 1539.88E 881256 2,750.000 215.727 906.880 Construction Onci.Site work) 6,588,748 72% Construction contingency 339.273 4% 339273 Construction. ConcretelSail Test 29,845 0% 29.845 Appliances 104,000 1% 104,000 Construction Superasion 195,000 2% 195,000 P&P Bonds 92,702 1% 92,702 Total Hari Costs 7.349 558 ' 81'% 295.000 1539.885 881.2E6 2,750.000 7E0.000 1.133.427 - - Son cost; 185,000 % 85.000 100.000 Aral Design, Crdl Engineering Impact Permits. & School Fees 131.888 1% 131.888 Caner 3rc Party Reports 211.4E1 2'5 ' 199.560 11.891 Legal 30,000 0% 30.000 Licenses 1 Environmental l U61 Fees 45.625 1'-o 45.625 .Appraisal + Sune7s 30.000 0% 30.000 Insurance: Construction Period 79.615 1% 79.615 Marke5ng 7Aderesing 25,000 0% 25.000 Loan Closing; Finanang Fees 22.000 0% 22.000 Interest/Carrying Costs 115,000 1% 115.000 Tale 7 Recordng l Other Fees 110254 1% 48.547 61,707 Horneauyer Counseling & Eduaeon 39,000 0% 39,000 Condominimum Reserves 25.000 0% 25.000 For Use by City: Ckyincurred costs 10,000 0% 10,000 Developers Fees 6 Overhead 368,237 4% 366237 Soft Cost Contingency 32.117 0% 32.117 Tod Solt Costs 1,458.187' 16% 10,000 - - - 688,737 100.000 293213 360237 Tod Protect Cost 9,115,591 100% 305,000 1.539.885 881,256 2.750.000 750.000 2,130,000 100.000 293213 386,237 Percent of Cd9 Funding to TDC Total Urns Num6M of Ci4 Urns Percent of City Units to Total Urlgs 3% 13 13 100.00% Total SCuare Fco13;e 21. 394 Total Cost per S:f 425.08 Total Lira E.le Area 21394 Total Lr a:le Area of Cih Assisted Units Percent of Cdy, Area to Total 21.394 100% 4925-4875-4109 v.1 EXHIBIT "D" FORM OF DISBURSEMENT AGREEMENT 4925-4875-4109 v.1 DISBURSEMENT AGREEMENT FOR PLACE LOUVERTURE This Disbursement Agreement for SHIP State Housing Initiatives Partnerships Program ("SHIP") funds ("Disbursement Agreement") is made as of this /9 day of Rus t , 2026 by and between SFCLT PLACE LOUVERTURE DEVELOPER LLC, a Delaware limited liability company (hereinafter the "Borrower"), and the CITY OF NIIAMI, a municipal corporation of the State of Florida (hereinafter the "City"). RECITALS WHEREAS, the Borrower is developing a project known as Place Louverture (the "Project"), that will increase the supply of affordable housing units for Low -Income Households and Moderate Income Households in the Little Haiti neighborhood of Miami, Florida; and WHEREAS, on July 19, 2023, February 27, 2024, July 29, 2025, and on July 15, 2026, the City's HCLC approved an allocation of SHIP State Housing Initiatives Partnership Program funds in the amount of Three Hundred Five Thousand Dollars and No Cents ($305,000.00) for the Project's hard construction costs and passthrough down -payment assistance for first-time homebuyers of this Project (the "SHIP Funds"); and WHEREAS, the funding commitment of the City to the Borrower for the SHIP Funds is more fully described in that certain SHIP Loan Agreement of even date herewith (the "SHIP Agreement"); and WHEREAS, the Borrower and the City desire to establish the mechanism whereby. the Borrower will apply to receive the SHIP Funds; NOW, THEREFORE, for and in consideration of the Borrower's construction and development of the Project and the reciprocal agreements set forth herein, the Borrower and the City agree as follows: ARTICLE I DISBURSEMENT PROCEDURE 1.1 The SHIP Agreement establishes the conditions to the City's obligation to loan the SHIP Funds to the Borrower. The Borrower may not request disbursement of funds pursuant to this Disbursement Agreement until such funds are needed for the reimbursement of eligible costs. Provided the City is obligated to disburse the SHIP Funds pursuant to the SHIP Agreement, the City will disburse such funds in accordance with this Article I. 1.2 The Borrower shall submit draw requests for the SHIP Funds, which draw requests will be submitted not more frequently than one (1) time per month. The City shall not fund any draw request in an amount that exceeds the City's initial contribution percentage of the entire development cost of the Project. The Borrower will submit or cause to be submitted the following documentation to the City: (a) Hard Costs: (i) A Request for Disbursement, in a form acceptable to the City, setting forth such details concerning construction of the Project as the City shall require, including: the amount paid to date to the General Contractor constructing the Project (the "Contractor") and pursuant to Page 1 of 5 the contract for the construction of the Project between the Borrower and the Contractor (the "Construction Contract"); the amounts, if any, paid directly by the Borrower to subcontractors of the Contractor and material men; the amount then currently payable to the Contractor, broken down by trades; the amounts paid on account of the Contractor's construction fee; and the balance of the construction costs which will remain unpaid after the payment of the amount currently payable. (ii) Any Request for Disbursement must be submitted to the City by no later than the thirtieth (30th) day of each month. Each Request for Disbursement must be signed by the Borrower, the architect for the Project and the Contractor. (iii) Applications for receiving SHIP 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 Borrower 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 Borrower. 1.3 The City Inspector will review the work that is incorporated into the Project and for which each Request for Disbursement of the SHIP Funds is submitted. The City Inspector will review and approve the final plans and specifications for the Project and will review and approve the draw requests based on the percentage of work completed. The City Inspector's reviews, approvals, and conclusions shall be for the sole benefit of the City. All construction change orders must receive the prior written. approval of the City Inspector. Change orders that have not received the prior written approval of the City Inspector shall not be approved for payment/ reimbursement by the City. 1.4 Within ten (10) working days of its receipt of a Request for Disbursement delivered pursuant to Section 1.2 hereof and without attempting to verify the completeness of same, the City will notify the City Inspector of the need to inspect the progress of construction work at the Project (the "Notification") and shall forward to the City Inspector the Request for Disbursement that has been delivered by the Borrower. 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 Borrower and the report of inspection by the City Inspector to be satisfactory to the City and in accordance with the SHIP Agreement, the City shall fund to the Borrower the sum requested by the Borrower or such lower sum as the City deems appropriate. 1.7 The City shall fund disbursements of the SHIP 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, provided that all necessary documentation is complete and correct. Page 2 of 5 1.8 The City shall retain five percent (5%) of the SHIP Funds allocated to the Borrower (the "Allocation Retainage") until it has received confirmation that the Project has issued a Certificate of Occupancy, and at the Borrower's sole cost, a Final Cost Certification prepared by an independent certified public accountant, both in form and substance acceptable to the City. 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 Borrower are not in compliance with any local, state or federal law or requirement. 1.10 Disbursements for other than hard costs, if permitted pursuant to the SHIP Agreement, shall be made in accordance with the City of Miami Department of Housing and Community Development Disbursement of Funds Checklist. ARTICLE II MISCELLANEOUS 2.1 This Agreement may only be amended in writing by all the parties hereto. 2.2 This Disbursement Agreement, the SHIP Agreement and the other documents executed by the parties in connection therewith constitute the entire agreement between the parties hereto and no other agreements or representations, unless incorporated in this Disbursement Agreement, shall be binding upon any of the parties hereto. 2.3 All capitalized terms not defined herein shall have the meanings provided in the SHIP Agreement. 2.4 In the event litigation, arbitration, or mediation, between the parties hereto, arises out of the terms of this Disbursement Agreement, each party shall be responsible for its own attorney's fees, costs, charges, and expenses through the conclusion of all appellate proceedings, and including any final settlement or judgment. 2.5 This Disbursement Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Disbursement Agreement. The parties shall be entitled to sign and transmit an electronic signature 'of this Disbursement Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Disbursement Agreement upon request. [Signatures on the Following Page] Page 3 of 5 IN WITNESS WHEREOF, this Disbursement Agreement has been executed by the Borrower and the City on the date first above written. BORROWER: SFCLT PLACE LOUVERTURE DEVELOPER LLC, a Delaware limited liability company By: BHP COMMUNITY LAND TRUST, INC., a Florida not for profit corporation, its manager By: Print Name: Amanda Title: President & CEO Date: ACKNOWLEDGMENT STATE OF FLORIDA } COUNTY OF MIAMI-DADE } SS: The foregoing ins tr ent was ackn.w edged before me by means of physical presence or ❑ online notarization this 1.5 day of , 2026 by Amanda Bartle as President & CEO of BHP Community Land Trust, Inc, a Florida .. t for profit corporation, the manager of SFCLT PLACE LOUVERTURE DEVELOPER LLC, a Delaware limited liability company. She is personally known to me or has produced -PL as identification. y' KRYSTAL V. HERNANDEZ MY COMMISSION # HH 744908 EXPIRES: March 26, 2030 t i am; : . Hernandez Notary Public, State of Florida at large Page 4 of 5 4910-5851-8363 v.3 IN WITNESS WHEREOF, this Disbursement Agreement has been executed by the Borrower and the City on the date first above written. ATTEST: dd B. Han City Clerk Date: 1,'3 I c;•*.L9 APPROVED AS TO FORM AND CORRECTNESS: George K. Wysong III City Attorney 94) *7,2),201/ CITY: City of Miami, a munici al corporation of the State of Florida Bv: James City M Page 5 of 5 EXHIBIT "E" AFFIRMATIVE MARKETING PROCEDURES AND RESPONSIBILITIES 4925-4875-4109 v.1 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) lb. Project Contract Number lc. No. of Units Id. Census Tract le. Housing/Expanded Housing Market Area Housing Market Area: Expanded Housing Market Area: If. Managing Agent Name, Address (including City, County, State & Zip Code), Telephone Number & Email Address lg. Application/Owner/Developer Name, Address (including City, County, State & Zip Code), Telephone Number & Email Address 1 h. Entity Responsible for Marketing (check all that apply) Ei Owner El Agent Other (specify) Position, Name (if known), Address ( including City, County, State & Zip Code), Telephone Number & Email Address 1 i. 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. 2a. Affirmative Fair Housing Marketing Plan Plan Type Initial Plan Reason(s) for current update: Date of the First Approved AFHMP: 2b. HUD -Approved Occupancy of the Project (check all that apply) Elderly 111 Family Mixed (Elderly/Disabled) El Disabled 2c. Date of Initial Occupancy 2d. Advertising Start Date Advertising must begin at least 90 days prior to initial or renewed occupancy for new construction and substantial rehabilitation projects. Date advertising began or will begin For existing projects, select below the reason advertising will be used: 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) 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 DAsian El Native Hawaiian or Other Pacific Islander 0 Hispanic or Latino ❑ Families with Children 0Other ethnic group, religion, etc. (specify) Black or African American Persons with Disabilities 4a. Residency Preference Is the owner requesting a residency preference? If yes, complete questions 1 through 5. If no, proceed to Block 4b. (1) Type Please Select Type Please Select Yes or No (2) Is the residency preference area: The same as the AFHMP housing/expanded housing market area as identified in Block le? Please Select Yes or No The same as the residency preference area of the local PHA in whose jurisdiction the project is located? (3) What is the geographic area for the residency preference? Please Select Yes or No (4) What is the reason for having a residency preference? (5) How do you plan to periodically evaluate your residency preference to ensure that it is in accordance with the non-discrimination and equal opportunity requirements in 24 CFR 5.105(a)? Complete and submit Worksheet 2 when requesting a residency preference (see also 24 CFR 5.655(c)(1)) for residency preference requirements. The requirements in 24 CFR 5.655(c)(1) will be used by HUD as guidelines for evaluating residency preferences consistent with the applicable HUD program requirements. See also HUD Occupancy Handbook (4350.3) Chapter 4, Section 4.6 for additional guidance on preferences. 4b. Proposed Marketing Activities: Community Contacts Complete and submit Worksheet 3 to describe your use of community contacts to market the project to those least likely to apply. 4c. Proposed Marketing Activities: Methods of Advertising Complete and submit Worksheet 4 to describe your proposed methods of advertising that will be used to market to those least likely to apply. Attach copies of advertisements, radio and television scripts, Internet advertisements, websites, and brochures, etc. Previous editions are obsolete Page 2 of 8 Form HUD-935.2A (12/2011) 5a. Fair Housing Poster The Fair Housing Poster must be prominently displayed in all offices in which sale or rental activity takes place (24 CFR 200.620(e)). Check below all locations where the Poster will be displayed. El Rental Office 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. Rental Office ❑ Real Estate Office ❑ Model Unit Other (specify) 5c. Project Site Sign Project Site Signs, if any, must display in a conspicuous position the HUD approved Equal Housing Opportunity logo, slogan, or statement (24 CFR 200.620(f)). Check below all locations where the Project Site Sign will be displayed. Please submit photos of Project signs. Rental Office I=IReal Estate Office D Model Unit El Entrance to Project Other (specify) The size of the Project Site Sign will be x The Equal Housing Opportunity logo or slogan or statement will be x 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. Previous editions are obsolete Page 3 of 8 Form HUD-935.2A(12/2011) 7a. Marketing Staff What staff positions are/will be responsible for affirmative marketing? 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? 'Please Select Yes or No Please Select Yes or No (4) Do you periodically assess staff skills on the use of the AFHMP and the application of the Fair Housing Act? Please Select Yes or No (5) f yes, how and how often? 7c. Tenant Selection Training/Staff (1) Has staff been trained on tenant selection in accordance with the projects occupancy policy, including any residency preferences? Please Select Yes or No (2) What staff positions are/will be responsible for tenant selection? 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. Previous editions are obsolete Page 4 of 8 Form HUD-935.2A (12/2011) 8. Additional Considerations Is there anything else you would like to tell us about your AFHMP to help ensure that your program is marketed to those least likely to apply for housing in your project? Please attach additional sheets, as needed. 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) Title & Name of Company 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 Page 5 of 8 Form HUD-935.2A (12/2011) Public reporting burden for this collection of information is estimated to average six (6) hours per initial response, and four (4) hours for updated plans, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. This agency may not collect this information, and you are not required to complete this form, unless it displays a currently valid Office of Management and Budget (OMB) control number. Purpose of Form: All applicants for participation in FHA subsidized and unsubsidized multifamily housing programs with five or more units (see 24 CFR 200.615) must complete this Affirmative Fair Housing Marketing Plan (AFHMP) form as specified in 24 CFR 200.625, and in accordance with the requirements in 24 CFR 200.620. The purpose of this AFHMP is to help applicants offer equal housing opportunities regardless of race, color, national origin, religion, sex, familial status, or disability. The AFHMP helps owners/agents (respondents) effectively market the availability of housing opportunities to individuals of both minority and non -minority groups that are least likely to apply for occupancy. Affirmative fair housing marketing and planning should be part of all new construction, substantial rehabilitation, and existing project marketing and advertising activities. An AFHM program, as specified in this Plan, shall be in effect for each multifamily project throughout the life of the mortgage (24 CFR 200.620(a)). The AFHMP, once approved by HUD, must be made available for public inspection at the sales or rental offices of the respondent (24 CFR 200.625) and may not be revised without HUD approval. This form contains no questions of a confidential nature. Applicability: The form and worksheets must be completed and submitted by all FHA subsidized and unsubsidized multifamily housing program applicants. INSTRUCTIONS: Send completed form and worksheets to your local HUD Office, Attention: Director, Office of Housing Part 1: Applicant/Respondent and Project Identification. Blocks 1 a, 1 b, lc, 1 g, lh, and li are self- explanatory. Block ld- Respondents may obtain the Census tract number from the U.S. Census Bureau when completing Worksheet One. Block le- Respondents should identify both the housing market area and the expanded housing market area for their multifamily housing projects. Use abbreviations if necessary. A housing market area is the area from which a multifamily housing project owner/agent may reasonably expect to draw a substantial number of its tenants. This could be a county or Metropolitan Division. The U.S. Census Bureau provides a range of levels to draw from. An expanded housing market area is a larger geographic area, such as a Metropolitan Division or a Metropolitan Statistical Area, which may provide additional demographic diversity in terms of race, color, national origin, religion, sex, familial status, or disability. Block 1f- The applicant should complete this block only if a Managing Agent (the agent cannot be the applicant) is implementing the AFHMP. Previous editions are obsolete Part 2: Type of AFHMP Block 2a- Respondents should indicate the status of the AFHMP, i.e., initial or updated, as well as the date of the first approved AFHMP. Respondents should also provide the reason (s) for the current update, whether the update is based on the five-year review or due to significant changes in project or local demographics (See instructions for Part 9). Block 2b- Respondents should identify all groups HUD has approved for occupancy in the subject project, in accordance with the contract, grant, etc. Block2c- Respondents should specify the date the project was/will be first occupied. Block 2d- For new construction and substantial rehabilitation projects, advertising must begin at least 90 days prior to initial occupancy. In the case of existing projects, respondents should indicate whether the advertising will be used to fill existing vacancies, to place individuals on the project's waiting list, or to re -open a closed waiting list. Please indicate how many people are on the waiting list when advertising begins. Page 6 of 8 Form HUD 935.2A (12/2011) Part 3 Demographics and Marketing Area. "Least likely to apply" means that there is an identifiable presence of a specific demographic group in the housing market area, but members of that group are not likely to apply for the housing without targeted outreach, including marketing materials in other languages for limited English proficient individuals, and alternative formats for persons with disabilities. Reasons for not applying may include, but are not limited to, insufficient information about housing opportunities, language barriers, or transportation impediments. Block 3a - Using Worksheet 1, the respondent should indicate the demographic composition of the project's residents, current project applicant data, census tract, housing market area, and expanded housing market area. The applicable housing market area and expanded housing market area should be indicated in Block le. Compare groups within rows/across columns on Worksheet 1 to identify any under -represented group(s) relative to the surrounding housing market area and expanded housing market area, i.e., those group(s) "least likely to apply' for the housing without targeted outreach and marketing. If there is a particular group or subgroup with members of a protected class that has an identifiable presence in the housing market area, but is not included in Worksheet 1, please specify under "Other." Respondents should use the most current demographic data from the U.S. Census or another official source such as a local government planning office. Please indicate the source of your data in Part 8 of this form. Block 3b - Using the information from the completed Worksheet 1, respondents should identify the demographic group(s) least likely to apply for the housing without special outreach efforts by checking all that apply. Part 4 - Marketing Program and Residency Preference (if any). Block 4a - A residency preference is a preference for admission of persons who reside or work in a specified geographic area (see 24 CFR 5.655(c)(1)(ii)). Respondents should indicate whether a residency preference is being utilized, and if so, respondents should specify if it is new, revised, or continuing. If a respondent wishes to utilize a residency preference, it must state the preference area (and provide a map delineating the precise area) and state the reason for having such a preference. The respondent must ensure that the preference is in accordance with the non- discrimination and equal opportunity requirements in 24 CFR 5.105(a) (see 24 CFR 5.655(c)(1)). Respondents should use Worksheet 2 to show how the percentage of the eligible population living or working in the residency preference area compares to that of residents of the project, project applicant data, census tract, housing market area, and expanded housing market area. The percentages would be the same as shown on completed Worksheet 1. Block 4b - Using Worksheet 3, respondents should describe their use of community contacts to help market the project to those least likely to apply. This table should include the name of a contact person, his/her address, telephone number, previous experience working with the target population(s), the approximate date contact was/will be initiated, and the specific role the community contact will play in assisting with affirmative fair housing marketing or outreach. Block 4c - Using Worksheet 4, respondents should describe their proposed method(s) of advertising to market to those least likely to apply. This table should identify each media option, the reason for choosing this media, and the language of the advertisement. Alternative fomiat(s) that will be used to reach persons with disabilities, and logo(s) that will appear on the various materials (as well as their size) should be described. Please attach a copy of the advertising or marketing material. Part 5 — Availability of the Fair Housing Poster, AFHMP, and Project Site Sign. Block 5a - The Fair Housing Poster must be prominently displayed in all offices in which sale or rental activity takes place (24 CFR 200.620(e)). Respondents should indicate all locations where the Fair Housing Poster will be displayed. Block 5b -The AFHMP must be available for public inspection at the sales or rental office (24 CFR 200.625). Check all of the locations where the AFHMP will be available. Block 5c -The Project Site Sign must display in a conspicuous position the HUD -approved Equal Housing Opportunity logo, slogan, or statement (24 CFR 200.620(f)). Respondents should indicate where the Project Site Sign will be displayed, as well as the size of the Sign and the size of the logo, slogan, or statement. Please submit photographs of project site signs. Previous editions are obsolete Page 7 of 8 Form HUD-935.2A (12/2011) Part 9 - Review and Update. Part 6 - Evaluation of Marketing Activities. Respondents should explain the evaluation process to be used to determine if they have been successful in attracting those individuals identified as least likely to apply. Respondents should also explain how they will make decisions about future marketing activities based on the evaluations. Part 7- Marketing Staff and Training. Block 7a -Respondents should identify staff positions that are/will be responsible for affirmative marketing. Block 7b - Respondents should indicate whether staff has been trained on the AFHMP and Fair Housing Act. Please indicate who provides the training and how frequently. In addition, respondents should specify whether they periodically assess staff members' skills in using the AFHMP and in applying the Fair Housing Act. They should state how often they assess employee skills and how they conduct the assessment. Block 7c - Respondents should indicate whether staff has been trained on tenant selection in accordance with the project's occupancy policy, including residency preferences (if any). Respondents should also identify those staff positions that are/will be responsible for tenant selection. Block 7d - Respondents should include copies of any written materials related to staff training, and identify the dates of past and anticipated training. Part 8 - Additional Considerations. Respondents should describe their efforts not previously mentioned that were/are planned to attract those individuals least likely to apply for the subject housing. By signing the respondent assumes responsibility for implementing the AFHMP. Respondents must review their AFHMP every five years or when the local Community Development jurisdiction's Consolidated Plan is updated, or when there are significant changes in the demographics of the project or the local housing market area. When reviewing the plan, the respondent should consider the current demographics of the housing market area to determine if there have been demographic changes in the population in terms of race, color, national origin, religion, sex, familial status, or disability. The respondent will then determine if the population least to likely to apply for the housing is still the population identified in the AFHMP, whether the advertising and publicity cited in the current AFHMP are still appropriate, or whether advertising sources should be modified or expanded. Even if the demographics of the housing market area have not changed, the respondent should determine if the outreach currently being performed is reaching those it is intended to reach as measured by project occupancy and applicant data. If not, the AFHMP should be updated. The revised AFHMP must be submitted to HUD for approval. HUD may review whether the affirmative marketing is actually being performed in accordance with the AFHMP. If based on their review, respondents determine the AFHMP does not need to be revised, they should maintain a file documenting what was reviewed, what was found as a result of the review, and why no changes were required. HUD may review this documentation. Notification of Intent to Begin Marketing. No later than 90 days prior to the initiation of rental marketing activities, the respondent must submit notification of intent to begin marketing. The notification is required by the AFHMP Compliance Regulations (24 CFR 108.15). The Notification is submitted to the Office of Housing in the HUD Office servicing the locality in which the proposed housing will be located. Upon receipt of the Notification of Intent to Begin Marketing from the applicant, the monitoring office will review any previously approved plan and may schedule a pre -occupancy conference. Such conference will be held prior to initiation of sales/rental marketing activities. At this conference, the previously approved AFHMP will be reviewed with the applicant to determine if the plan, and/or its proposed implementation, requires modification prior to initiation of marketing in order to achieve the objectives of the AFHM regulation and the plan. OMB approval of the AFHMP includes approval of this notification procedure as part of the AFHMP. The burden hours for such notification are included in the total designated for this AFHMP form. Previous editions are obsolete Page 8of8 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 % Black or African American % Hispanic or Latino %Asian % American Indian or Alaskan Native % Native Hawaiian or Pacific Islander %Persons with Disabilities % Families with Children under the age of 18 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 % Black or African American % Hispanic or Latino % Asian • % American Indian or Alaskan Native % Native Hawaiian or Pacific Islander % Persons with Disabilities - % Families with Children under the age of 18 Other (specify) 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. 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 Population(s)—. Methods of Advertising 1 Targeted Population: Targeted Population: Targeted Population: Newspaper(s) Radio Station(s) TV Station(s) Electronic Media Bulletin Boards Brochures, Notices, Flyers Other (specify) EXHIBIT "F" FORM OF MORTGAGE 4925-4875-4109 v.1 1 Prepared by, and after recording, return to: George K. Wysong III, Esq. City Attorney City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 Tel: (305) 416-1800 Property Address: 6601 NE Miami Place, Miami, Florida 33138 Note to Recorder: This mortgage is given to secure the financing of housing under Part V of Chapter 420 of the Florida Statutes and is exempt from taxation pursuant to Section 420.513 Florida Statutes. LEASEHOLD MORTGAGE AND SECURITY AGREEMENT FOR PLACE LOUVERTURE THIS LEASEHOLD MORTGAGE AND SECURITY AGREEMENT (hereinafter referred to as the "Mortgage"), is executed and delivered the day of , 2026 by SFCLT PLACE LOUVERTURE DEVELOPER LLC, a Delaware limited liability company, whose address is 718 NE 2nd Avenue, Fort Lauderdale, FL 33304 (hereinafter referred to as the "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 July 19, 2023, February 27, 2024, July 29, 2025, and on July 15, 2026, the Mortgagee approved an allocation of Three Hundred Five Thousand and 00/100 Dollars ($305,000.00) in State Housing Initiatives Partnerships Program ("SHIP") funds for construction of affordable residential condominiums in the Little Haiti neighborhood of Miami, Florida ("Project"); and WHEREAS, Mortgagor has delivered to Mortgagee that certain Promissory Note (SHIP Funds) 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 Three Hundred Five Thousand and 00/100 Dollars ($305,000.00) in SHIP funds which are restricted by certain other documents that are executed of even date herewith such as the SHIP Loan Agreement, Declaration of Restrictive Covenants, Disbursement Agreement, and the Note (the "Loan"). NOW THEREFORE, in consideration of the making of the Loan by Mortgagee and the covenants, agreements, representations and warranties set forth in this Mortgage: WITNESSETH THAT: FOR GOOD AND VALUABLE CONSIDERATION, as set forth in the above recitals that are hereby incorporated by reference, the receipt and sufficiency of which are hereby acknowledged, and also in consideration of the aggregate sum named in the promissory note from the Mortgagor in favor of the Mortgagee, in the original principal amount of Three Hundred Five Thousand and 00/100 Dollars ($305,000.00) (hereinafter referred to as the "Note"), the Mortgagor does grant, bargain sell, alien, remise, release, convey and confirm unto the Mortgagee, in leasehold Page 1 of 12 interest, that certain tract of land which the Mortgagor is now seized and possessed and in actual possession, situate in Miami -Dade County, State of Florida, located at 6601 NE Miami Place, Miami, Florida 33138, legally described as follows: SEE EXHIBIT "A" ATTACHED HERETO AND INCORPORATED HEREIN TOGETHER WITH all structures and improvements now and hereafter located thereon, the rents, issues and profits thereof, all furniture, furnishings, fixtures and equipment now located thereon, and also all gas and electric fixtures, heaters, air conditioning, equipment, machinery, motors, baths, tubs, sinks, water closets, faucets, pipes and other plumbing and heating fixtures, refrigerators, blinds, and other window treatments, which are now or may hereafter pertain to or be used with, in or on said premises, and which, even though they be detached or detachable, are and shall be deemed to be fixtures and accessions to the freehold and a part of the realty, and all additions thereto and replacements thereof, which real property, improvements and personalty shall hereinafter collectively be referred to as the "Mortgaged Property". TO HAVE AND TO HOLD the same, together with all tenements and hereditaments and appurtenances, unto the Mortgagee in leasehold estate, forever. The Mortgagor does covenant with the Mortgagee that Mortgagor is indefeasibly seized of the Mortgaged Property in leasehold estate; that the Mortgagor has full power and lawful right to convey the Mortgaged Property in leasehold estate as aforesaid; that the Mortgaged Property is free from all encumbrances except as specified on Exhibit "B" attached hereto and incorporated herein; that the Mortgagor will make such further assurances to perfect the fee simple title to the Mortgaged Property in the Mortgagee as may reasonably be required; and that the Mortgagor does hereby fully warrant the leasehold title to the Mortgaged Property, and will defend the same against the lawful claims of all persons whomsoever. PROVIDED ALWAYS, that if the Mortgagor shall pay unto the Mortgagee or otherwise perform and fulfill its obligations with respect to the indebtedness and obligations evidenced by the Note, and shall perform, comply with and abide by each and every one of the stipulations, agreements, conditions and covenants of the Note, this Mortgage, the Covenant, the Disbursement Agreement, and the SHIP Loan Agreement, dated same date herein the other loan documents by and between Mortgagee, as lender therein, and Mortgagor, as borrower therein (the "Agreement" or "Loan Agreement") and all other loan documents executed in connection herewith and therewith (hereinafter jointly referred to as "the Loan Documents"), then this Mortgage and the estate thereby created shall cease and be null and void. AND THE MORTGAGOR HEREBY COVENANTS AND AGREES AS FOLLOWS: 1. PERFORMANCE OF NOTE AND MORTGAGE. The Mortgagor shall pay or otherwise fully perform its obligations with respect to the payment of all and singular the principal, interest and other sums of money payable by virtue of the Note and this Mortgage, or either, promptly on the days when the same severally become due and payable, and shall perform, comply with and abide by each and every of the stipulations, agreements, conditions and covenants set forth in the Note, this Mortgage and the Loan Documents. 2. TAXES AND OTHER CHARGES. The Mortgagor shall pay when due and payable and before any interest, charge or penalty is due thereon, without any deduction, Page 2 of 12 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 if not being collected under the Permitted Senior Financing, the Mortgagee may require the Mortgagor to pay to the Mortgagee monthly an amount equal to one -twelfth (1/12) of the annual premiums for the insurance policies referred to hereinabove and the annual real estate taxes, water and sewer rents, any special assessments, charges or claims and any other item which at any time may be or become a lien upon the Mortgaged Property prior to the lien of this Mortgage; and on demand from time to time the Mortgagor shall pay to the Mortgagee any additional sums necessary to pay the premiums and other items, all as estimated by the Mortgagee. The amounts so paid shall be used in payment thereof if the Mortgagor is not otherwise in default hereunder. No amount so paid shall be deemed to be trust funds but may be commingled with general funds of the Mortgagee, and no interest shall be payable thereon. If, pursuant to any provision of this Mortgage, the whole amount of the unpaid principal debt becomes due and payable, the Mortgagee shall have the right, at its election, to apply any amount so held against the entire indebtedness secured hereby. At the Mortgagee's option, the Mortgagee from time to time may waive, and after any such waiver may reinstate, the provisions of this Paragraph requiring monthly payments. 4. ATTORNEYS' FEES AND COSTS. Subject to Paragraph 11, in the event litigation, arbitration, or mediation, between the parties hereto, arises out of the terms of this Mortgage, each party shall be responsible for its own attorney's fees, costs, charges, and expenses through the conclusion of all appellate proceedings, and including any final settlement or judgment. Page 3 of 12 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 or replacement cost valuation, including coverage for windstorm, hail, and flood insurance if applicable in a company or companies acceptable to the Mortgagee. Such policy shall also include coverage for Law and Ordinance and Loss of Rents with a maximum policy deductible on windstorm, hail and flood of 5%. In addition, the Mortgagor agrees to continuously maintain Commercial General Liability with limits of $1,000,000 per occurrence, $2,000,000 policy aggregate protecting against bodily injury and property damage arising from claims involving premises and operations, products and completed operations, personal and advertising injury liability, and hired and non owned automobile exposures. In addition, the Mortgagor shall furnish Umbrella Liability coverage with limits of at least $2,000,000 per occurrence, $2,000,000 policy aggregate. The policy or policies of insurance contained herein shall list the Mortgagee as an additional insured on all third party liability policies and loss payee as to property, and be held by and be payable to the Mortgagee. In the event any sum of money becomes payable under such policy or policies, the Mortgagee shall have the option to receive and apply the same on account of the indebtedness secured by this Mortgage or to permit the Mortgagor to receive and use it, or any part thereof, for other purposes, without thereby waiving or impairing any equity lien or right under or by virtue of this Mortgage. In the event the Mortgagor fails to procure and maintain the insurance coverage required hereby, the Mortgagee may procure and pay for such insurance or any part thereof, without waiving or affecting its option to foreclose this Mortgage, or any right thereunder. Each and every such payment made by the Mortgagee shall be secured by this Mortgage; shall be due and payable on demand; and, shall bear interest from the date each such payment is made at the maximum rate permitted by law. Notwithstanding any provision contained herein, Mortgagee will not exercise its option to receive and apply the insurance funds to the indebtedness if there has not been an event of default under the Loan Documents and Mortgagor demonstrates there are sufficient funds to rebuild, repair or restore the improvements on the Mortgaged Property. 6. CARE OF THE MORTGAGED PROPERTY. The Mortgagor shall exercise reasonable care in the maintenance of the Mortgaged Property, and shall not permit, commit or suffer any waste, impairment or deterioration of the Mortgaged Property or any part thereof. In the event the Mortgagor fails to keep the Mortgaged Property in good repair, the Mortgagee may make such repairs as it may deem necessary in its sole discretion for the proper preservation thereof, and the full amount of each such payment shall be due and payable with interest at the maximum rate permitted by law on demand, and shall be secured by the lien of this Mortgage. 7. EXISTING/OTHER MORTGAGES AND OBLIGATIONS. Any default in the payment or terms and conditions of any existing or other mortgage(s), or any modification of, and/or acceptance of future advances from, any existing or other mortgage(s), other than in connection with the Permitted Senior Financing, without the notice and prior written approval of Mortgagee, shall constitute a default hereunder and the Mortgagee, at its option, may declare all sums due and payable and accelerate the entire indebtedness. The Mortgagee may, at its option, and without waiving its right to accelerate the indebtedness hereby secured and to foreclose the same, pay either before or after delinquency any or all of those certain obligations required by the terms hereof to be paid by the Mortgagor for the protection of the Mortgage security or for the collection of the indebtedness hereby secured. All sums so advanced or paid by Mortgagee shall be charged into the mortgage account, and every Page 4 of 12 payment so made shall bear interest from the date thereof at the delinquent rate specified in said Mortgage Note, and become an integral part thereof, subject in all respects to the terms, conditions and covenants of the aforesaid Promissory Note, and this Mortgage, as fully and to the same extent as though a part of the original indebtedness evidenced by said Note and secured by this Mortgage, excepting however, that said sums shall be repaid to the Mortgagee within fifteen (15) days after demand by the Mortgagee to the Mortgagor for said payment. 8. INSPECTION. The Mortgagee, and any persons authorized by the Mortgagee, shall have the right at any time, upon reasonable notice to the Mortgagor, to enter the Mortgaged Property at a reasonable hour to inspect and photograph its condition and state of repair. 9. ACCELERATION OF MATURITY. That (a) in the event of any breach of this Mortgage, or default on the part of the Mortgagor which is not cured within thirty (30) days following written notice from the Mortgagee, or if such default cannot practicably be cured within thirty (30) days, then within such additional time as may be required to effect a cure, so long as (i) the cure is commenced within thirty (30) days and is diligently prosecuted and (ii) the lack of a cure during such continuing cure period has no material adverse effect on the Mortgaged Property, or (b) in the event any of said sums of money herein referred to be not promptly and fully paid within fifteen (15) days next after the same severally become due and payable, without demand or notice; or (c) in the event each and every stipulation, agreement, condition and covenants of the Note, this Mortgage, or any of the Loan Documents, are not duly, promptly and fully performed, discharged, executed, effected, completed, complied with and abided by, following the applicable notice and cure period 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 (f) in the event there exists an event of default under and pursuant to the terms of any other obligation of any kind or nature whatsoever of the Mortgagor to the Mortgagee, direct or contingent, whether now existing or hereafter due, existing, created or arising, then in either or any such event, the said aggregate sum mentioned in said Note then remaining unpaid, with interest accrued, and all other fees and charges due in connection therewith, and all monies secured hereby shall become due and payable forthwith, or thereafter, at the option of the Mortgagee or successor mortgagee hereof, as fully and completely as if all of the sums of money were originally stipulated to be paid on such day, anything in the Note and/or in this Mortgage to the contrary notwithstanding; and thereupon or thereafter, at the option of the Mortgagee or successor mortgagee hereof, without notice or demand, suit at law or in equity, therefore, or thereafter begun, may be prosecuted as if all money secured hereby had matured prior to its institution. 10. NO ADDITIONAL FINANCING. The Mortgagor hereby covenants and agrees that Mortgagor shall not procure any other financing in connection with the Mortgaged Property without the prior written consent of the Mortgagee other than financings disclosed to the Mortgagee in writing as of the date hereof. Page 5 of 12 11. DEFENSE OF MORTGAGED PROPERTY AND MORTGAGE. If any action or proceeding shall be commenced by any person other than the Mortgagee, and the Mortgagee is made a party, or in which it shall become necessary for the Mortgagee to defend or take action to uphold or defend the lien of this Mortgage, all sums paid or incurred by the Mortgagee for the expense of any litigation, including court costs and reasonable attorneys' fees incurred in any trial, appellate, and bankruptcy proceedings, to prosecute or defend the rights and liens created by this Mortgage shall be paid by the Mortgagor, together with interest thereon at the maximum rate permitted by law from the date thereof, and any such sum and interest thereon shall be a claim upon the Mortgaged Property, attaching or accruing subsequent to the lien of this Mortgage, and shall be secured by the lien of this Mortgage. 12. CONDEMNATION. In the event the Mortgaged Property or any part thereof shall be condemned under the power of eminent domain, the Mortgagee shall have the right to demand that all damages awarded for such taking be paid to the Mortgagee and shall be entitled to receive same, up to the aggregate amount then remaining unpaid on the Note and this Mortgage, and any such sums shall be applied to the payments last payable thereof. 13. SUBROGATION. To the extent of the indebtedness of the Mortgagor to the Mortgagee as described in the Note, the Mortgagee shall be subrogated to the lien and the rights of the owners and holders of each and every mortgage, lien or other encumbrance on the Mortgaged Property which is paid or satisfied, in whole or in part, out of the proceeds of the Note. The respective liens of such mortgages, liens or other encumbrances shall be and are hereby security for the Note, as if they had been regularly assigned, transferred, and delivered unto the Mortgagee, notwithstanding the fact that the same may be set aside and canceled of record. It is the intention of the parties hereto that the prior mortgages, liens or other encumbrances will be satisfied and canceled of record by the holders thereof at or about the time of the recording of this Mortgage. 14. APPOINTMENT OF RECEIVER. At any time while a suit is pending to foreclose or to reform this Mortgage or to enforce any claims arising hereunder, the Mortgagee may apply to a court of appropriate jurisdiction for the appointment of a receiver, and such court shall forthwith appoint a receiver of the Mortgaged Property, including all and singular the income, profits, issues and revenues from whatever source derived. The receiver shall have all the broad and effective functions and powers in anywise entrusted by a court to a receiver, and such appointment shall be made by such court as an admitted equity and as a matter of absolute right to the Mortgagee without reference to the adequacy or inadequacy of the value of the Mortgaged Property, or to the solvency or insolvency of the Mortgagor or the Defendants. All income, profits, issues and revenues collected by the receiver shall be applied by such receiver according to the lien of this Mortgage, and the practice of such court. 15. NO TRANSFER OF MORTGAGED PROPERTY. It is expressly agreed that should the Mortgagor convey title to the Mortgaged Property or, except as may be set forth in Section 6.5 of the Loan Agreement, or any legal or equitable interest therein, to any person, firm or corporation or shall permit or create any further encumbrances upon the Mortgaged Property without the prior written approval of the Mortgagee to such conveyance or encumbrance, all sums outstanding under the Note and secured by this Mortgage shall become immediately due and payable, at the option of the Mortgagee. Page 6 of 12 16. LEASES AFFECTING MORTGAGED PROPERTY. The Mortgagor shall comply with and observe its obligations as landlord under all leases affecting the Mortgaged Property or any part thereof. Upon request, the Mortgagor shall furnish promptly to the Mortgagee executed copies of all such leases now existing or hereafter created. The Mortgagor shall not accept payment of rent more than one (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. This Section 16 shall apply solely to residential leases, if any, of the Mortgaged Property and shall not apply to leases of any non-residential spaces located on the Mortgaged Property. 17. ASSIGNMENT OF RENTS, ISSUES AND PROFITS. The Mortgagor does hereby bargain, sell, transfer, assign, convey, set over and deliver unto the Mortgagee, as security for the payment and performance of all the terms and conditions of the Note and this Mortgage, and any and all amendments, extensions and renewals thereof, all leases, if any, affecting the Mortgaged Property or any part thereof now existing or which may be executed at any time in the future during the life of this Mortgage, and all amendments, extensions and renewals of said leases and any of them, and all rents and other income which may now or hereafter be or become due or owing under the Leases, and any of them, on account of the use of the Mortgaged Property, it being intended hereby to establish a complete transfer of the leases hereby assigned and all the rents and other income arising thereunder and on account of the use of the Mortgaged Property unto the Mortgagee, with the right, but without the obligation, to collect all of said rents and other income which may become due during the life of the Note and this Mortgage. The Mortgagor agrees to deposit with the Mortgagee upon demand such leases as may from time to time be designated by the Mortgagee. Although it is the intention of the parties that this shall be a present assignment, it is expressly understood and agreed, anything herein contained to the contrary notwithstanding, that the Mortgagee shall not exercise any of the rights or powers herein conferred upon it until a default shall occur under the terms and provisions of the Note and. this Mortgage, but upon the occurrence of any default the Mortgagee shall be entitled, upon notice to the tenants, to all rents and other amounts then due under the leases and thereafter accruing, and this Mortgage shall constitute a direction to and full authority to the tenants, lessees or other occupants of the premises (hereinafter collectively referred to as the "Tenants") to pay all said amounts to the Mortgagee without proof of the default relied upon. The Tenants are hereby irrevocably authorized to rely upon and comply with any notice or demand by the Mortgagee for the payment to the Mortgagee Page 7 of 12 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. This Section 17 shall apply solely to residential leases, if any, of the Mortgaged Property and shall not apply to leases of any non-residential spaces located on the Mortgaged Property. 18. MORTGAGE CONSTITUTES SECURITY AGREEMENT. This Mortgage also constitutes a security agreement as defined under the Uniform Commercial Code. The Mortgagor hereby grants to the Mortgagee a security interest in and to all furniture, furnishings, equipment, machinery, and personal property of every nature whatsoever now owned or hereafter acquired by the Mortgagor located upon the Mortgaged Property together with all proceeds therefrom and as further described in an exhibit to the Security Agreement of even date herewith, if any. The Mortgagor shall execute any and all documents as the Mortgagee may request, including, without limitation, financing statements pursuant to the Uniform Commercial Code as adopted by the State of Florida, to preserve and maintain the priority of the lien created hereby on property which may be deemed personal property or fixtures. The Mortgagor hereby authorizes and empowers the Mortgagee to execute and file on behalf of the Mortgagor all financing statements and refiling and continuations thereof as the Mortgagee deems necessary or advisable to create, preserve or protect said lien. The Mortgagor and Mortgagee expressly agree that the filing of a financing statement shall never be construed as in anywise derogating from or impairing the express declaration and intention of the parties hereto that all such personality located on or utilized in connection with the real property encumbered by this Mortgage shall at all times and for all purposes, in all proceedings both legal and equitable, be deemed a part of the real property encumbered by this Mortgage. 19. CARE OF PROPERTY. (a) The Mortgagor shall preserve and maintain the Mortgaged Property in good condition and repair. Except for: (i) repairs or replacements for ordinary wear and tear or in the ordinary course of management of the Mortgaged Property; (ii) homebuyer or similar improvements and upgrades; and (iii) repairs, replacements, or other restorations in the event of a casualty or condemnation that are performed in accordance with the Loan Agreement, the Mortgagor shall not remove, demolish, alter or change the use of any building, structure or other improvement presently or hereafter on the Land constituting any part of the Mortgaged Property without the prior written consent of the Mortgagee. The Mortgagor shall not permit, commit or suffer any waste, impairment or deterioration of the Mortgaged Property or of any part thereof, and will not take any action which will increase the risk of fire or other hazard to the Mortgaged Property or to any part thereof. 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. Page 8 of 12 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) imposed upon, incurred by or asserted against the Mortgagee or any of such persons by reason of (a) ownership of any interest in the Mortgaged Property or any part thereof, (b) any accident, injury to or death of persons or loss of or damage to property occurring on or about the Mortgaged Property or any part thereof or the adjoining sidewalks, curbs, vaults and vault space, if any, streets or ways, (c) any use, disuse or condition of the Mortgaged Property or any part thereof, or the adjoining sidewalks, curbs, vaults and vault space, if any, or any streets or ways, (d) any failure on the part of the Mortgagor to perform or comply with any of the terms hereof or of any of the Loan documents executed in connection herewith, or any inaccuracy in any representation or warranty made by the Mortgagor herein or in any of the Loan Documents executed in connection herewith, (e) any necessity to defend any of the right, title or interest conveyed by this Mortgage, (f) the performance of any labor or services or the furnishing of any materials or other property in respect of the Mortgaged Property or any part thereof, (g) any subsidence or erosion of any part of the surface of the Mortgaged Property, including any shoreline or any bank of any river, stream, creek, lake, ocean or other water source, or (h) the location or existence of asbestos or any toxic or hazardous waste, chemicals, materials or substance on, at, in or under the Mortgaged Property or any part thereof. If any action, suit or proceeding is brought against the Mortgagee, or any of its officers, directors, agents or employees, for any such reason, the Mortgagor, upon the request of such party, will, at the Mortgagor's expense, cause such action, suit or proceeding to be resisted and defended by counsel satisfactory to the Mortgagee or such person. Any amounts payable to Page 9 of 12 an indemnified party under this Section which are not paid within ten (10) days after written demand therefor shall bear interest at the default rate of interest provided in the Note from the date of such demand, and such amounts, together with such interest, shall be indebtedness secured by this Mortgage. The obligations of the Mortgagor under this Section shall survive any defeasance of the Mortgage. 24. HAZARDOUS MATERIALS. The Mortgagor agrees that it will not use, generate, store or dispose of Hazardous Materials on the Mortgaged Property other than in strict compliance with all applicable federal, state, and local laws. For purposes hereof, "hazardous materials" include (but are not limited to) materials defined as "hazardous waste" under the Federal Resource Conservation and Recovery Act and similar state laws, or as "hazardous substances" under the Federal Comprehensive Environmental Response, Compensation and Liability Act and similar state laws. Hazardous materials include (but are not limited to) solid, semi -solid, liquid or gaseous substances that are toxic, ignitable, corrosive, carcinogenic or otherwise dangerous to human, plant or animal health and well-being. Examples of hazardous waste include paints, solvents, chemicals, petroleum products, batteries, transformers, and other discarded man-made materials with hazardous characteristics. The Mortgagee shall have all remedies at law and equity for failure of the Mortgagor to carry out the foregoing obligation, including but not limited to specific performance, damages, reasonable attorneys' fees and court costs. This provision shall survive payment of the Note and termination of this Mortgage. 25. REPRESENTATIONS AND WARRANTIES. In order to induce the Mortgagee to make the Loan evidenced by the Note, the Mortgagor represents and warrants that: (a) there are no actions, suits or proceedings pending or threatened against or affecting the Mortgagor or any portion of the Mortgaged Property, or involving the validity or enforceability of this Mortgage or the priority of its lien, before any court of law or equity or any tribunal, administrative board or governmental authority, and the Mortgagor is not in default under any other indebtedness or with respect to any order, writ, injunction, decree, judgment or demand of any court or any governmental authority; (b) the execution and delivery of the Note, this Mortgage and all other Loan Documents do not and shall not (i) violate any provisions of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to the Mortgagor or any other person executing the Note, this Mortgage or other Loan Documents, nor (ii) result in a breach of, or constitute a default under, any indenture, bond, mortgage, 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 has 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 has duly obtained all permits, licenses, approvals and consents from, and made all filings with, any governmental authority (and the same have not lapsed nor been rescinded or revoked) which are necessary in connection with the execution and delivery of this Mortgage and any other Loan Document, the making of the Loan, the performance of 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. Page 10 of 12 26. SEVERABILITY OF INVALID PROVISIONS. hi 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 both waive any defense that venue in Miami -Dade County is not convenient. 29. HEADINGS. The headings of the articles, sections, paragraphs and subdivisions of this Mortgage are for convenience and ease of reference only, and are not to be considered a part hereof, and shall not limit or otherwise affect any of the terms or provisions hereof. 30. GENDER AND NUMBER. In this Mortgage and the Note it secures, the singular shall include the plural and the masculine shall include the feminine and neuter. 31. PARTIES BOUND; NO ORAL MODIFICATIONS. Each and every of the terms, covenants and conditions contained herein shall be binding upon the parties hereto and their successors, heirs, assigns and devisee. This Mortgage is not subject to modification other than by a written document or instrument executed by the party or parties to be charged with such modification. 32. CAPITALIZED TERMS. All capitalized terms not defined herein shall have the meanings provided in the Loan Agreement and the Exhibits thereto. 33. WAIVER OF TRIAL BY JURY. THE MORTGAGOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS MORTGAGE, OR ANY OF THE LOAN DOCUMENTS OR THE FINANCING CONTEMPLATED HEREBY, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR THE ACTIONS OF ANY PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE MORTGAGEE EXTENDING THE LOAN SECURED BY THIS MORTGAGE. [SIGNATURE ON FOLLOWING PAGE] Page 11 of 12 IN WITNESS WHEREOF, the Mortgagor has hereunto set its hand and seal the day and year first above written. WITNESSES: Pi II riff -W9,_11TW/i 7 , u ,/ /I 4LI. 1110110 Print Name: A. i ess: Na e: Address 2 iLe stal V. Hernan STATE OF FLORIDA MORTGAGOR: SFCLT PLACE LOUVERTURE DEVELOPER LLC, a Delaware limited liability company BY: BHP COMMUNITY LAND TRUST INC., a Florida limited liability company, its manager By: Print Name: Amanda Ba Title: President & CEO Date: ACKNOWLEDGMENT } COUNTY OF MIAMI-DADE } SS: The foregoing instrumen yYas acknowledged before me by means of '1 physical presence or ❑ online notarization this 1 D day of J {A , 2026 by Amanda Bartle as President & CEO of BHP Community Land Trust, In � a Florida not for profit corporation, the manager of SFCLT PLACE LOUVERTURE DEVELOPER LLC, a Delaware limited liability company. She is personally known to me or has produced RA, as ide. 'fication. i KRYSTAL V. HERNANDEZ MY COMMISSION # HH 744908 EXPIRES: March 26, 2030 P . ' a ri e: Notary Public, State of Florida. at large 4900-5195-0939 v.3 EXHIBIT A Legal Description of the Property Lot (s) 3, 4, 21 and 22, Amended Plat of Liberty Park and First Addition to Liberty Park, according to the map or plat thereof, as recorded in Plat Book 6, Page(s) 86, of the Public Records of Miami -Dade County, Florida. LESS those lands deeded to the City of Miami, pursuant to that certain Right -Of -Way Deed recorded in Book 33039, at Page 458, of the Public Records of Miami -Dade County, Florida. LESS AND EXCEPT A portion of Lot (s) 3, 4, 21 and 22, Amended Plat of Liberty Park and First Addition to Liberty Park, according to the map or plat thereof, as recorded in Plat Book 6, Page(s) 86, of the Public Records of Miami -Dade County, Florida, being further described as follows: A parcel of land being portions of Lots 3 and 4 of "AMENDED PLAT OF LIBERTY PARK AND FIRST ADDITION TO LIBERTY PARK", according to the plat thereof, as recorded in Plat Book G, Page 8G, of the Public Records of Miami -Dade County, Florida, and being more particularly described as follows: The North 10.00 feet of said Lots 3 and 4. TOGETHER WITH: The external area of a 25-foot radius curve, being concave to the Southeast, and tangent to both the South Line of the North 10.00 feet of said Lot 4, and the West Line of said Lot 4. TOGETHER WITH: The external area of a 25-foot radius curve, being concave to the Southwest, and tangent to both the South Line of the North 10.00 feet of said Lot 3, and the East Line of said Lot 3. ALSO LESS AND EXCEPT A parcel of land being a portion of Lot 21 of "AMENDED PLAT OF LIBERTY PARK AND FIRST ADDITION TO LIBERTY PARK", according to the plat thereof, as recorded in Plat Book G, Page 8G, of the Public Records of Miami -Dade County, Florida, and being more particularly described as follows: The external area of a 25-foot radius curve, being concave to the Northeast, and tangent to both the South Line and the West Line of said Lot 21. ALSO LESS AND EXCEPT Page 13 of 15 A parcel of land being a portion of Lot 22, of "AMENDED PLAT OF LIBERTY PARK AND FIRST ADDITION TO LIBERTY PARK", according to the plat thereof, as recorded in Plat Book G, Page 8G, of the Public Records of Miami -Dade County, Florida, and being more particularly described as follows:" The external area of a 25-foot radius curve, being concave to the Northwest, and tangent to both the South Line and the East Line of said Lot 22. Page 14 of 15 EXHIBIT B Permitted Encumbrances on the Mortgaged Property All permitted encumbrances on the Property are described in that certain Title Insurance Commitment No. 11787238 issued by Fidelity National Title Insurance Company, effective as of July 1, 2026, as endorsed. at 5:00 p.m. Page 15 of 15 EXHIBIT "G" FORM OF COVENANT 4925-4875-4109 v.1 Prepared by, and after recording return to: George K. Wysong III, Esq. City Attorney, City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 Tel: (305) 416-1800 Property Address: 6601 NE Miami Place, Miami, Florida 33138 DECLARATION OF RESTRICTIVE COVENANTS FOR PLACE LOUVERTURE This Declaration of Restrictive Covenants for Place Louverture (the "Covenant") made this day of 1 �' , 2026 ("Effective Date") by SFCLT PLACE LOUVERTURE DEVELOPER LLC, a Delaware limited liability company (hereinafter referred to as "Borrower"), is in favor of the CITY OF MIAMI, a municipal corporation of the State of Florida (hereinafter referred to as the "City"). RECITALS WHEREAS, the Borrower is the owner of a leasehold estate in the property legally described in Exhibit "A," attached hereto and incorporated herein (the "Property"); and WHEREAS, the Borrower hereby agrees and covenants that the following described Property shall be subject to the provisions, covenants, and restrictions contained herein; and WHEREAS, this Covenant is made for the express benefit of the City. It shall remain in full force and effect until released by the City; and WHEREAS, the City has loaned $305,000.00 in SHIP State Housing Initiatives Partnerships Program ("SHIP") funds to Borrower ("Loan") in order to develop the Project, as more particularly described below; and WHEREAS, the Borrower is developing a project that will, among other things, increase the supply of housing units for Low and Moderate Income Households in the community known as Little Haiti (hereinafter referred to as the "Project"), which consists of the new construction of thirteen (13) unit residential affordable housing project known as Place Louverture on the Property. A total of thirteen (13) residential condominium units are SHIP -assisted units (the "SHIP -Assisted Units") developed on the Property, and are all subject to the terms, covenants, and restrictions contained herein; and WHEREAS, the City's allocation of funds for the Project is subject to that SHIP Loan Agreement for Place Louverture (the "SHIP Loan Agreement" or "Loan Agreement") and other loan documents of even date herewith between the City and the Borrower (collectively the "Loan Documents"); and WHEREAS, Borrower desires to make a binding commitment to assure that the SHIP 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, Borrower, as a condition for receiving the Loan funds to construct the Project is required to record in the Public Records of Miami -Dade County, Florida, this Covenant obligating the Borrower, its successors, transferees, and assigns to maintain and operate the Property in conformity with this Covenant; and Page 1 of 7 WHEREAS, the Borrower 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 Borrower; and NOW THEREFORE, Borrower voluntarily covenants and agrees that the SHIP 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 Borrower, and its heirs, transferees, successors and assigns as follows: Section 1. Recitals: The recitals and findings set forth in the preamble of this Covenant are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Section. Section 2. Use of Property: There shall be a total of thirteen (13) SHIP Assisted Units in the Project that shall remain Affordable for eligible homebuyers. Eleven (11) of the Affordable units shall be allocated for Low -Income Households; and two (2) of the Affordable units shall be allocated for Moderate Income Households for the period of time commencing on the date each homebuyer closes on their purchase of their homes and ending thirty (30) years thereafter (the "Expiration of the Affordability Period"). The thirteen (13) SHIP Assisted Units shall consist of two (2) one bedroom/one bathroom apartment units, two (2) two bedroom/one and a half bathroom apartment units, two (2) two bedroom/two bathroom apartment units, two (2) two bedroom/two and a half bathroom apartment units, three (3) three bedroom/two and a half bathroom apartment units, and two (2) three bedroom/three bathroom apartment units. The Property and the Project shall be developed and set -aside for occupancy by Low -Income Households and Moderate Income Households (as defined in the State Housing Initiatives Partnership Program created pursuant to the State Housing Initiative Partnership Act, Sections 420.907-420.9089 of the Florida Statutes) in accordance with the requirements of the Loan Agreement and the other Loan Documents. 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 Borrower from the Effective Date until Close -Out of the Project or once the last SHIP Assisted Unit is sold, and upon the Borrower's successors, transferees and assigns from the Effective Date until the last to expire Expiration of the Affordability Period. The Affordability Period of this Project is thirty (30) years commencing on the date each homebuyer closes on their purchase of their home as governed by each homebuyer's mortgage with the City. Upon Close -Out of the Project this Covenant shall immediately lapse and be of no further force and effect as to the applicable SHIP Assisted Unit without the necessity of any other written document or instrument. Notwithstanding the foregoing, upon the final Expiration of the Affordability Period, the City shall prepare for recording an instrument evidencing the expiration and termination of this Covenant in the Public Records of Miami -Dade County, Florida. Section 4. Prohibited Conveyances: Except as provided in the Loan Documents, including the Permitted Senior Financing described therein, the Borrower 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. For the purposes of this Covenant, any change in the ownership or control of the Borrower prior to Close -Out of the Project, which is not permitted under the Loan Documents, shall be deemed a conveyance of an interest in the Project. Section 5. Repayment Upon Default: The Borrower covenants and agrees that in the event (i) of a conveyance of any interest in the Project or the Property other than (a) as provided in the Loan Documents without prior written consent as required by the Loan Agreement, or, (ii) that the Page 2 of 7 Borrower ceases to exist as an organization prior to the date of Borrower's sale of the last SHIP Assisted Unit owned by Borrower, the Borrower shall promptly make payment to the City in an amount equal to the full amount of Loan funds disbursed and outstanding, with interest thereon as provided in the Note, and all unpaid fees, charges and other obligations of the Project Sponsor due under any of the SHIP 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 the homeowners. Section 7. Amendment and Modification: This Covenant may be modified, amended, or released as to any portion of the Property by a written instrument executed by the City and the Borrower or their respective successors -in -interest. Should this instrument be modified, amended, or released, the City Manager, or such person who hereafter is delegated such authority, shall execute a written instrument in recordable form to be recorded in the Public Records of Miami - Dade County, Florida, effectuating and acknowledging such modification, amendment, or release. Section 8. Definitions: All capitalized terms not defined herein shall have the meanings provided in the SHIP Loan Agreement. Section 9. Severability: Invalidation of one of the provisions of this Covenant by judgment of Court shall not affect any of the other provisions of the Covenant, which shall remain in full force and effect. Section 10. Recordation: This Covenant shall be filed of record among the Public Records of Miami -Dade County, Florida, at the sole cost and expense of the Borrower. Section 11. Deed Restriction/Covenant Running with the Land. Any and all requirements of the laws of the State of Florida that must be satisfied in order for the provisions of this Covenant to constitute a deed restriction and covenant running with the land shall be satisfied in full, and any requirements or privileges of estate are intended to be satisfied, or in the alternate, an equitable servitude has been created to insure that these restrictions run with the land. For the term of this Covenant, each and every contract, deed, or other instrument hereafter executed conveying the Property or portion thereof shall expressly provide that such conveyance is subject to this Covenant, provided, however, that the covenants contained herein shall survive and be effective regardless of whether such contract, deed, or other instrument hereafter executed conveying the Property or portion thereof provides that such conveyance is subject to this Covenant. Section 12. Governing Law and Venue. This Covenant shall be construed and enforced pursuant to the laws of the State of Florida, excluding all principles of choice of laws, conflict of laws and comity. Any action pursuant to a dispute under this Covenant must be brought in Miami - Dade County and no other venue. All meetings to resolve said dispute, including voluntary arbitration, mediation, or other alternative dispute resolution mechanism, will take place in this venue. The parties both waive any defense that venue in Miami -Dade County is not convenient. Section 13. Costs, Including Attorney's Fees. In the event litigation, arbitration, or mediation, between the parties hereto, 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. Page 3 of 7 Section 14. This Covenant is a covenant running with the land and shall terminate on the earlier of: (1) for each condominium in the Project, thirty (30) years from the Borrower's sale of the condominium to the initial homebuyer, on which date this Covenant shall lapse and be of no further force and effect as to such condominium, or, (2) upon the recordation of a Termination of Covenant executed by the City. Upon the Close -Out of the Project, the City shall prepare, execute and record a release of the Borrower from this Covenant. [Signature Page Follows] Page 4 of 7 IN WITNESS WHEREOF, the Borrower 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. ss s O iG glup QD . , J F( ?3131 rmt I e: s gAddress: S� Bi5cci VH? anni if/c- STATE OF FLORIDA 131 } COUNTY OF MIAMI-DADE } SS: BORROWER: SFCLT PLACE LOUVERTURE DEVELOPER LLC, a Delaware limited liability company By: BHP Community Land Trust, Inc., a Florida not for profit corporation, its manager By: Print Name: Arfanda Bartl Title: President & CEO Date: ACKNOWLEDGMENT The foregoing ins ent was acknow edged before me by means off ] physical presence or ❑ online notarization this day of , 2026 by Amanda Bartle as President & CEO of BHP Community Land Trust, Inc, a Flori a not for profit corporation, the manager of SFCLT PLACE LOUVERTURE DEVELOPER LLC, a Delaware limited liability compan Sh- is personall wn to me or has produced as identification. KRYSTAL V. HERNANDEZ MY COMMISSION # HH 744908 EXPIRES: March 26, 2030 e: Notary Public, S ate of Florida at large 4907-5646-2939 v.2 Date: A 1"1'hST: d HannPn, T er pip APPROVED CORREC David Ruiz Interim Dir: tor . f Risk Management City Attorney ��2'�" CITY OF MIAMI, a m i .. Florida By: James Reyes, C' > 1". corporation of the State of APPROVED AS TO FORM AND REQUIREMENTS George K. Wysong III Exhibit A Legal Description of the Property Lot (s) 3, 4, 21 and 22, Amended Plat of Liberty Park and First Addition to Liberty Park, according to the map or plat thereof, as recorded in Plat Book 6, Page(s) 86, of the Public Records of Miami - Dade County, Florida. LESS those lands deeded to the City of Miami, pursuant to that certain Right -Of -Way Deed recorded in Book 33039, at Page 458, of the Public Records of Miami -Dade County, Florida. LESS AND EXCEPT A portion of Lot (s) 3, 4, 21 and 22, Amended Plat of Liberty Park and First Addition to Liberty Park, according to the map or plat thereof, as recorded in Plat Book 6, Page(s) 86, of the Public Records of Miami -Dade County, Florida, being further described as follows: A parcel of land being portions of Lots 3 and 4 of "AMENDED PLAT OF LIBERTY PARK AND FIRST ADDITION TO LIBERTY PARK", according to the plat thereof, as recorded in Plat Book G, Page 8G, of the Public Records of Miami -Dade County, Florida, and being more particularly described as follows: The North 10.00 feet of said Lots 3 and 4. TOGETHER WITH: The external area of a 25-foot radius curve, being concave to the Southeast, and tangent to both the South Line of the North 10.00 feet of said Lot 4, and the West Line of said Lot 4. TOGETHER WITH: The external area of a 25-foot radius curve, being concave to the Southwest, and tangent to both the South Line of the North 10.00 feet of said Lot 3, and the East Line of said Lot 3. ALSO LESS AND EXCEPT A parcel of land being a portion of Lot 21 of "AMENDED PLAT OF LIBERTY PARK AND FIRST ADDITION TO LIBERTY PARK", according to the plat thereof, as recorded in Plat Book G, Page 8G, of the Public Records of Miami -Dade County, Florida, and being more particularly described as follows: The external area of a 25-foot radius curve, being concave to the Northeast, and tangent to both the South Line and the West Line of said Lot 21. ALSO LESS AND EXCEPT A parcel of land being a portion of Lot 22, of "AMENDED PLAT OF LIBERTY PARK AND FIRST ADDITION TO LIBERTY PARK", according to the plat thereof, as recorded in Plat Book G, Page 8G, of the Public Records of Miami -Dade County, Florida, and being more particularly described as follows: The external area of a 25-foot radius curve, being concave to the Northwest, and tangent to both the South Line and the East Line of said Lot 22. EXHIBIT "H" FIRST TIME HOMEBUYER PROGRAM 4925-4875-4109 v.1 City of Miami Department of Housing & Community Development District 5 First -Time Homebuyer Expanded Program The City of Miami District 5 First-time Homebuyer Expanded Program will provide up to $200,000 (based on household income and need) to assist with acquisition financing and down payment assistance to qualified, income - eligible households towards purchasing an eligible property as their home, within District 5 boundaries. This program can assist households that qualify as up to 120% of Area Median Income (AMI), based on household size. Should the applicant qualify as a current City of Miami or Miami -Dade County first responder (including police, fire, and emergency medical personnel), or an active or retired member of the United States Air Force, Army, Navy, Coast Guard, or Marines, the income limit may go up to 140% of AMI based on household size. A minimum of $50,000 in household income is required for this program. To be eligible, you must: 1. Primary applicant must currently reside within the City of Miami. *Note: This requirement will be waived only f the applicant is a current City or Miami -Dade County first responder. 2. Have an income less than or equal to 120% of the area median income, adjusted for family size or as stipulated above for 140% area median income. 3. Not have owned a home. 4. Not have filed bankruptcy within the past 24 months. 5. Purchase a property in the City of Miami within District 5 boundaries with a maximum sales price of $500,000 for existing or new construction homes. 6. Be able to secure a mortgage with a lending institution (bank). How Do I Get Started? 1. Pick up an application package at one of the D-5 District Offices in Little Haiti, Model City, Overtown, Wynwood/Edgewater, or the Upper Eastside, Monday -Friday (excluding holidays), 9 am to 5 pm. Visit www.miamigov.com/District5 for location addresses. 2. Contact any lender to obtain a loan commitment and to be pre -qualified for a mortgage loan, subject to the City's down payment amount. The lender must provide you with a (1) commitment letter, (2) affordability study and (3) reservation form (attached here for completion by the lender). Note: The terms of the City's loan are included in this document. 3. Gather all three (3) documents (commitment letter, affordability study and reservation form) from the lender along with the application and submit it, in person, to the D-5 District Office in Liberty City located at 6140 NW 7 Ave., Miami, FL 33127, on Tuesdays, from 1-5 pm. The initial package will be reviewed and if approved, the lender will receive an e-mail from the City confirming the reservation of funds for 90 calendar days so that the applicant can look for a property to purchase and work with the lender to gather all documentation needed. After 90 calendar days, the reservation is automatically cancelled. 4. Attend an approved Homebuyer Counseling workshop. See attached list of "Homebuyer Counseling Agencies." 5. Search for a home in the City of Miami within District 5 boundaries based on your pre -approved loan amount and within the maximum sales price limit of $500,000 for existing homes or new construction homes. NOTE: To confirm if the property is within District 5 limits, please visit https://gis.miamigov.com/miamizoning/index.html, click on the blue Search button, type in the property address in the query box, then press the black Search button next to the address you entered. Click on the Districts tab, and the system will pull up the property information, including the City Commissioner District number. 6. Return to your lender to provide you with a full mortgage commitment on the property you have selected. Work with your lender to gather all the items on the program checklist (attached). Your lender will then submit all the documents, via courier, to the City of Miami Depaitment of Housing and Community Development, to 444 SW 2nd Avenue, 9th Floor, Miami FL 33130. The assistance will be provided on a first -ready, first -served basis until program funding is fully reserved and/or exhausted. The City reserves the right to cancel any and all applications based on lack of funding availability. For further information on the District 5 First -Time Homebuyer Expanded Program, please call 305-416-2080. 1 Ver. 5, (1/25) District 5 First -Time Homebuyer Expanded Program Guidelines Program Objective: To mitigate the efforts of gentrification; to provide residents with homeownership opportunities; to assist in creating generational wealth; to provide long-term housing support; and to encourage economic stability. Source of Funding: City of Miami Forever Bonds Income Limits: Up to 120% per household size. In the event the Applicant can provide documentation proving that he or she is a current City of Miami or Miami -Dade County first responder (including police, fire emergency medical personnel) or an active or retired member of the United States Air Force, Army, Navy, Coast Guard, or Marines, the income limit may be up to 140% of AMI, adjusted for family size. The current year's income limits are below or may be downloaded from: www.miamigov.com/incomelimits 2024 — Income Limits* Household Size 1 2 3 4 5 6 7 8 120% of Median Income 95,400 $108,960 $122,520 $136,200 $147,120 $158,040 $168,960 $179,880 140% of Median Income $111,300 $127,120 $142,940 $158,900 $171,640 $184,380 $197,120 $209,860 *Update: April 2024 Eligible Properties: • Single Family Residences ■ Townhomes • Condominiums • Must be located in District 5 of the City of Miami ■ Must meet minimum Housing Quality Standards Eligible Borrowers: 2 • Must reside in the City of Miami. Note: This requirement is waived only if applicant is current City of Miami or Miami -Dade County first responder. • Must not have previously owned a home. ■ Household income complies with the "Income Limits" detailed above. • Must be able to afford a monthly payment based on debt -to -income ratio calculations. • Must contribute at least two thousand dollars ($2,000) of personal funds towards down payment /closing costs. ■ Must attend and successfully complete United States Department of Housing and Urban Development approved housing counseling workshop. Maximum • Not to exceed Five Hundred Thousand Dollars ($500,000) for new construction Sales Price: or existing properties. Maximum • If the Applicant qualifies and is selected pursuant to the process established Assistance: herein, the City will then provide up to Two Hundred Thousand Dollars ($200,000) in the form of a forgivable second mortgage with a thirty (30) year term. Ver. 5, (1/25) Loan Terms: Security: First Mortgage Restrictions: • 0% interest non -amortizing. ■ Deferred payment 30-year loan. • Payment of principal will be forgiven at the end of maturity period provided that the homeowner resided in the home as their primary residence and complies with the terms of the loan documents throughout the mortgage's term. • The City shall have the right of first refusal for any encumbered property that is sold or otherwise conveyed during the mortgage's term. ■ The loan will be secured by a recorded second mortgage on the property • Term of the loan must be 30 years with a fixed interest rate and cannot exceed more than 150 basis points over Freddie Mac's weekly average 30-year rate, as published in the Primary Mortgage Market Survey ("PMMS"); no prepayment penalties; total percentage charged for Discount, Origination & Broker fees must not exceed 2 points; all other lending fees must be reasonable and cannot exceed $500 or 0.5% of the loan amount, whichever is greater. • The applicant will be required to secure a first mortgage in an amount that would result in a total payment, inclusive of principal, interest, taxes and insurance, up to thirty percent (30%) of the Applicant's total gross income. Other ▪ Applicant must reside in the purchased home at all times. The loan will be due at Restrictions: sale. Transfer of property or if the home ceases to be the main residence of the Applicant. The property must become their owner -occupied homesteaded property, and there is to be only one application per household. The Applicant may not lease the Property, or any portion thereof, during the term of the mortgage. Resale Restrictions: If the Applicant sells and/ or transfer the house before the end of the City's mortgage term, the following provisions will apply: 1) The Borrower will be required to repay the original amount given as assistance. 2) The City shall share in any `gain' realized, based on its pro -rated share of participation in the original purchase. Furthermore, if the sale occurs within the first 3 years, the City shall keep 100% of its pro -rated share of the `gain', from year 3 up to year 20, the City's share of its pro -rated `gain' shall decrease by 5% every year, while in turn, the owner's share shall increase by 5% each year. At year 20, up to the City's loan maturity, the owner shall retain 100% of the City's `gain'. 3) This above share gain proposal terminates in the event of a foreclosure, with the lender required to provide the City the right of first refusal to purchase the loan at a negotiated price. In the event of a foreclosure, the City will recapture any amount of net proceeds available from the sale of the property. 3 Ver. 5, (1/25) District 5 First -Time Homebuyer Expanded Program Checklist Please check every item submitted herein or provide an explanation and an anticipated date of submission. All of the documents listed in the table below must be submitted to the City of Miami in one package by the lender, for your file to be reviewed. Failure to submit a complete file will result in delays or rejection of the file. If you have any questions regarding any of the documents listed below, please call our offices at 305-416-2149. Included Document Provided by Homebuyer Provided by Lender Reservation Letter Application for Homebuyer Assistance Uniform Residential Loan Application (URLA 1003) properly signed by the applicant(s). 9 / Uniform Underwriting and Transmittal Summary (form 1008) / Good Faith estimate and Truth in Lending forms (signed) Credit report Verification of Employment (VOE) - required Proof of income: paystubs (last 60 days), social security award letter, pension statement, etc. Verification of applicant's funds available for minimum down payment contribution. Income Tax returns for the past two (2) years Affordability Study Bank statements for the last six (6) months. Rent verification (canceled rental payment checks or letter from landlord) Sales contract Commitment letter from all other lenders Copy of property appraisal Certificate of Completion: Homebuyer Counseling Workshop Copy of Social Security card for all adult (18 years and older) household members Copy of State issued ID cards or Birth Certificates for all members of the household Subordinate Commitment Letters to be received within 30 days of the City's Conditional Approval 4 Ver. 5, (1/25) Centro Campesino Farmworkers Center, Inc. 35801 SW 186 Ave. Florida City, FL 33034 305-245-7738, ext. 228 (office) 305-245-2101 (fax) Housing Foundation of America 381 North Krome., Suite 203 Miami, FL 33157 786-842-3843 (office) 786-732-0728 (fax) Operation Hope 1740 W. 49 St. Hialeah, FL 33012 863-777-9355 (office) Real Estate Education & Community Housing, Inc. 7875 NW 12 St., Suite 101 Doral, FL 33126 786-260-6821 (office) 305-675-0858 (fax) Homebuyer Counseling Agencies Cuban American National Council, Inc. 1223 SW 4 St. Miami, FL 33135 305-642-3484, ext. 129 (office) 305-642-4005 (fax) Opa Locka Community Dev. Corp. 490 Opa Locka Blvd. Opa Locka, FL 33054 Ph: 305-687-3545 Neighborhood Housing Services of South Florida 300 NW 12th Avenue Miami, FL 33128 305-751-5511 (office) 305-751-2228 (fax) Money Management International — Miami Branch www.moneymanagement.org 866-232-9080 (office) Haitian American Community Development Corporation 181 NE 82 Ave., Suite 100 Miami, FL 33138 786-230-3785 (office) 305-754-9200 (fax) NACA (Neighborhood Assistance Corp. of America) 656 NE 125 St. North Miami, FL 33161 305-341-0791 (office) 877-329-6222 (fax) NID-HCA Florida 610NW183St. Miami Gardens, FL 33169 305-652-7616 (office) Trinity Empowerment Consortium 11885 SW 216 St., Suite A Miami, FL 33170 305-248-4553, ext. 700 (phone) 877-769-3912 (fax) 5 Ver. 5, (1/25) 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 Distract 2 Rolando Escalona District 3 Ralph "Rafael" Rosado DIst'IC1 G 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 [OVAL MOUSING OPPORTUNITY This Project is located in District X represented by City of Miami Commissioner Commissioner XX 4925-4875-4109 v.1 EXHIBIT "J" ADDITIONAL INSURANCE REQUIREMENTS 4925-4875-4109 v.1 EXHIBIT J-1 INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE CONSTRUCTION REQUIREMENTS FOR PLACE LOUVERTURE. I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit (Per Job) $ 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 the City 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 listed as an additional insured Including Crane and Rigging Liability, as applicable 4925-4875-4109 v.1 Worker's Compensation Limits of Liability (Part A): Statutory, per State of Florida Employer's Liability Limits of Liability (Part B) $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 Waiver of subrogation 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. VI. Contractors Professional/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 $2,000,000 Policy Aggregate $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. VII. Payment and Performance Bond $TBD City listed as Obligee 4925-4875-4109 v.1 VIII. Builders' Risk Causes of Loss: All Risk -Specific Coverage Project Location Valuation: Replacement Cost Total Cost of Renovation Deductible: $25,000 Maximum 5% Maximum on Wind/Hail 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 al mechanized, pressurized, or electrical equipment. IX. 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 because 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 with policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: 4925-4875-4109 v.1 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. 4925-4875-4109 v.1 EXHIBIT J-2 INSURANCE REQUIREMENTS -SHIP REQUIREMENTS III. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Personal and Adv. Injury $ 1,000,000 Products/Completed Operations $ 1,000,000 B. Endorsements Required City of Miami listed as additional insured Contingent & Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement IV. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami listed as an additional insured 4925-4875-4109 v.1 V. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation Employer's Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance with 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. 4925-4875-4109 v.1 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. SFCLT Place Louverture Developer LLC, a Delaware limited liability company Nongovernm- - - tity/Individual: By: BHP Community Land Trust, Inc., a Florida not for profit corporation, its manager Name: Ama da B • le ,. ` Title: President & CEO Signature: Office AddresAvenue, Fort Lauderdale, FL 33304 Email Address: mandy©southfloridaclt.org Main Phone Number: (954) 263-0136 SCHEDULE A PERMITTED SENIOR FINANCING (During Construction) (i) Construction loan from Florida Community Loan Fund, Inc. in the principal amount of $2,180,000.00 evidenced by a Note and secured by a Leasehold Mortgage and Security Agreement and other related security documents (the "FCLF Loan"). (ii) Surtax/SHIP program funds loan from Miami -Dade County in the amount of $2,750,000.00 evidenced by a Promissory Note and secured by a Leasehold Mortgage and Security Agreement and Assignment of Leases, Rents and Profits and other related security documents. In no instance, shall the above, combined aggregate permitted senior financing of the first senior loan and the second senior loan above exceed $4,930,000.00. (During Permanent) (i) individual, homebuyer first mortgages and other related security documents on SHIP Assisted Units and leasehold interest in the Property securing lender loans. (ii) mortgage on fee (not leasehold) interest in the Property owned by Fee Owner related to loan of Surtax/SHIP program funds loan from Miami -Dade County in the amount of $2,750,000. (Miami -Dade County will partially release the leasehold interest and transfer to the fee estate the mortgage securing the loan of Surtax/SHIP program funds upon the sale of units to homebuyers.) 4925-4875-4109 v.1