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08-21-07 SPECIAL7 f t 2001 "Making our Neighborhood a Great Place to Live, Work and PW Chair Horace G. Feliu General Counsel Eve Boutsis Vice Chair Randy G. Wiscombe Director Stephen David Member Velma Palmer Secretary Maria M. Menendez Member Marie Birts Member Jay. Beckman Member Adrian Ellis Member Rodney. Williams SOUTH MIAMI COMMUNITY REDEVELOPMENT AGENCY Special Meeting Special Meeting Date: Tuesday August 21, 2007 Timer 6:15 PM Next'Meeting Date: Monday September 10, 2007 Time: 6:30 PM 6130 Sunset Drive, South Miami, FL Phone:-(305) 668-7236 City of South Miami Ordinance No. 08 -06 -1876 requires all lobbyists before engaging in. any .lobbying activities to register with the City Clerk and pay an annual fee of $125.00. This applies to all persons who are retained (whether paid or not) to represent a business entity or organization to influence "City" action. "City" action is broadly described to include the ranking and selection •of professional consultants, and virtually all - legislative; quasi- judicial and administrative action.. It does not apply to not-for- profit organizations, local chamber and merchant' groups, homeowner associations, or trade associations and unions. CALL TO ORDER: I A. ROLL CALL: COMMUNITY REDEVELOPMENT AGENCY Z AGENDA - August 21, 2007 (Special) B. INVOCATION: C. PLEDGE OF ALLEGIANCE: RESOLUTION (S) 1. A RESOLUTION OF THE SOUTH MIAMI COMMUNITY REDEVELOPMENT AGENCY (SMCRA) RELATING TO ECONOMIC DEVELOPMENT; AUTHORIZING THE SMCRA DIRECTOR TO EXECUTE A COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) CONTRACT AND ANCILLARY AGREEMENTS WITH MIAMI -DADE COUNTY TO RECEIVE CDBG GRANT FUNDING IN THE TOTAL AMOUNT OF $394,000 FOR LAND ACQUISITION COSTS ASSOCIATED WITH THE MADISON SQUARE PROJECT; AND PROVIDING AN EFFECTIVE DATE. 0 ADJOURNMENT J PURSUANT TO FLA STATUTES 286.0105, "THE CITY HEREBY ADVISES THE PUBLIC THAT IF A PERSON DECIDES TO APPEAL ANY DECISION MADE BY THIS BOARD, AGENCY OR COMMISSION WITH RESPECT TO ANY MATTER CONSIDERED AT ITS MEETING OR HEARING, HE OR SHE WILL NEED A RECORD OF THE PROCEEDINGS,. AND THAT FOR SUCH PURPOSE, AFFECTED PERSON MAY NEED TO ENSURE THAT A VERBATIM RECORD OF THE PROCEEDINGS IS MADE WHICH RECORD INCLUDES THE TESTIMONY AND EVIDENCE UPON WHICH THE APPEAL IS TO BE BASED. THIS NOTICE DOES NOT CONSTITUTE CONSENT BY THE CITY FOR THE INTRODUCTION OR ADMISSION OR OTHERWISE INADMISSIBLE OR IRRELEVANT EVIDENCE,.NOR DOES IT AUTHORIZE CHALLENGES OR APPEALS NOT OTHERWISE ALLOWED BY LAW. COMMUNITY REDEVELOPMENT AGENCY 2 AGENDA — August 21, 2007 (Special) iFY/bW/ i SMCFi4' 3001 - A1aknJOU!?Oqg IOOdQGreotRowbLA,"brkandPW August 17, 2007 South Miami Community Redevelopment Agency (SMCRA) c/o Maria M. Menendez, City Clerk/Secretary 6130 Sunset Drive City of South Miami 33143 Re: Calling a Special Meeting�Tuesday, August 21, 2007 Honorable Vice Chairperson and Members of the SMCRA Board: This is to notify all of you that I am hereby calling a Special Meeting of the South Miami Community Redevelopment Agency (SMCRA) for Tuesday, August 21, 2007 starting at 6:15 p.m., in the City Commission Chambers. The purpose of this meeting is to address an item relating to the final approval of the OCED funding. It D soon U Making our Neighborhood a Great Place to Live, Work and Play" To: Honorable Chair and SMCRA Board Meml From: Stephen David, Date: August 21, 2007 ITEM No. AUTHORIZA L TO AMEND CRA RESOLUTION #28 -07 -281 A RESOLUTION OF THE SOUTH MIAMI COMMUNITY REDEVELOPMENT AGENCY ( SMCRA) RELATING - TO ECONOMIC -DEVELOPMENT; AUTHORIZING THE SMCRA DIRECTOR TO EXECUTE A COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) CONTRACT AND ANCILLARY AGREEMENTS WITH MIAMI -DADE COUNTY TO RECEIVE CDBG GRANT FUNDING IN THE TOTAL AMOUNT OF $3941000 FOR LAND ACQUISITION AND DEVELOPMENT COSTS ASSOCIATED WITH THE MADISON SQUARE PROJECT; AND PROVIDING AN EFFECTIVE DATE. BACKGROUND During the June 11, 2007 Meeting, the Board approved CRA Resolution #28 -07 -281 authorizing execution of a Community Development Block Grant (CBDG) contract and ancillary agreements with Miami -Dade County to receive CBDG funds .in the amount of $394,000 (See Exhibit A). Based on a CDBG budget prepared by Miami -Dade County, the total funding amount was allocated as follows: $294,000 for land acquisition costs associated with the Madison Square Project; and $100,000 for other construction costs associated with the Madison Square Project (See Exhibit B). Miami -Dade County has subsequently recommended that the total funding amount of $394,000 be allocated exclusively for land acquisition costs. An amendment to the previously approved resolution is therefore required. All amendments to the previously approved resolution have been provided in strikethrough and underline format on the draft resolution. Approval of the attached resolution shall authorize an amendment to Resolution #28 -07 -281 to execute a CDBG contract and ancillary agreements with Miami -Dade County to receive grant funding in the amount of $394,000 for land,acquisition costs associated with the Madison Square Project. RECOMMENDATION Staff recommends approval of the attached resolution authorizing an amendment to CRA Resolution #28 -07 -281 and authorizing the SMCRA Director to execute the required CDBG contract and ancillary agreements to receive funding in the amount of $394,000. Attachments: Resolution #28 -07 -281 County Prepared CDBG Budget Previously Approved Ancillary Agreements SM /SD/MCGRUFFIPLANNINGIC R AWmendment to CRA Resolution # 28- 07- 28Ldoc 1 RESOLUTION NO. 2 3 4 A RESOLUTION OF THE SOUTH- MIAMI COMMUNITY 5 REDEVELOPMENT AGENCY ( SMCRA) RELATING TO 6 ECONOMIC DEVELOPMENT; AUTHORIZING THE SMCRA 7 DIRECTOR TO EXECUTE A COMMUNITY DEVELOPMENT 8 BLOCK GRANT (CDBG) CONTRACT AND ANCILLARY 9 AGREEMENTS WITH MIAMI -DADE COUNTY TO RECEIVE 10 CDBG GRANT FUNDING IN THE TOTAL AMOUNT OF 11 $3949000 FOR LAND ACQUISITION AND DEATELOPAI 12 COSTS ASSOCIATED WITH THE MADISON SQUARE 13 PROJECT; AND PROVIDING AN EFFECTIVE DATE. 14 15 WHEREAS, during the August 8, 2005 Meeting, the. Board approved 16 Resolution #31 -05 -178 authorizing the South Miami Community Action Agency 17 (CAA) and the SMCRA to develop a cooperative strategy for implementing the 18 Madison Square Project; and 19 20 WHEREAS, the Community Action Agency functions as a Citizen's 21 Advisory Board .for Miami -Dade County for the purpose of soliciting community 22 input from SMCRA residents; and 23 24 WHEREAS, beginning in FY 2004, the Community Action Agency has 25 recommended that annual Community Development Block Grant (CDBG) funding 26 be disbursed to the SMCRA to assist in developing the Madison Square Project; 27 and 28 29 WHEREAS,. the following annual CDBG funding amounts have been 30 allocated by Community Action Agency for use by the SMCRA in implementing 3Z the Madison Square Project: 33 ➢ 2004 - $100,000 34 ➢ 2005 - $94,000 35 ➢ 2006 - $1009000 36 ➢ 2007 - . $100,000; and 37 38 WHEREAS, e f the fetal gr-ant amount of $394,000, $294,000 has been 39 $100,000 has been alleeated fe 40 other related prejeet develepraent e6sts; and 41 42 WHEREAS, the total grant amount of $394,000, has been allocated for 43 land acquisition costs associated with the Madison Square Project; and 44 45 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 WHEREAS, as a condition of the SMCRA accepting the CDBG funding,. Miami -Dade County requires execution of the following attached agreements: ➢ HUD Required Community Development Block Grant Contract (Exhibit 1) ➢ Development Agreement (Exhibit 2) ➢ Mortgage Agreement (Exhibit 3) ➢ Promissory Note (Exhibit 4) ➢ Declarations of Restriction (Exhibit 5) WHEREAS, the SMCRA Board desires to enter into contract with Miami - Dade to secure grant funding in' the maximum amount of $394,000 and to accomplish the objectives as outlined in the scope of service of the contract with Miami -Dade County. NOW THEREFORE BE , IT RESOLVED BY THE SOUTH MIAMI COMMUNITY REDEVELOPMENT AGENCY; Section 1. The South Miami Community Redevelopment Agency Board approves the Miami -Dade CDBG contract and ancillary agreements attached as Exhibits 2, 3, 4 and 5 for the maximum amount of $394,000 for the provision of land acquisition and other- eonstr"^*'^" costs and authorizes the SMCRA Director and SMCRA Chair to execute the attached agreements required by Miami -Dade County to receive CDBG funding in the total amount of $394,000. Section 2. Of the total grant funding amount, $294,000 $394,000 shall be utilized for land acquisition of properties required to develop the Madison Square Project. Section 3. This resolution shall take effect immediately upon approval. PASSED AND ADOPTED this day of August, 2007. ATTEST: City of South Miami Community Redevelopment Agency Clerk, APPROVED: Chairperson Horace Feliu .. 17=, 1a_ Section 3. This resolution shall take effect immediately upon approval. PASSED AND ADOPTED this day of August, 2007. ATTEST: City of South Miami Community Redevelopment Agency Clerk, APPROVED: Chairperson Horace Feliu 1 Board Vote: 2 Chairperson Feliu: . 3 Vice Chairperson Wiscombe: 4 READ AND APPROVED AS TO FORM: Board Member: Palmer S Board Member Birts: 6 Board Member Beckman: 7 Board Member Ellis: S Board Member: Williams 9 Eve A. Boutsis, Office of 10 General Counsel 11 Nagin Gallop & Figueredo, P.A. EXHIBIT A RESOLUTION NO. CRA 28 -07 -281 A RESOLUTION OF THE SOUTH MIAMI, COMMUNITY REDEVELOPMENT AGENCY ( SMCRA) RELATING TO ECONOMIC DEVELOPMENT; AUTHORIZING THE SMCRA DIRECTOR TO EXECUTE A COMMUNITY DEVELOPMENT BLOCK . GRANT (CDBG) CONTRACT INCLUDING ALL ANCILLARY DOCUMENTS REQUIRED BY MIAMI -DADE COUNTY FOR -GRANT FUNDING IN THE TOTAL AMOUNT OF $3949000 FOR LAND ACQUISITION AND DEVELOPMENT COSTS . ASSOCIATED WITH THE MADISON SQUARE PROJECT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, during the August 8, 2005 Meeting, the Board . approved Resolution #31 -05 -178 authorizing the South Miami Community Action Agency (CAA.) and the SMCRA to develop a cooperative strategy for implementing the Madison Square Project;. and ' WHEREAS, the Community Action. Agency functions as a' Citizen's Advisory Board for Miami -Dade County for the purpose of soliciting community input from SMCRA residents; and WHEREAS, beginning in FY 2004, the Community Action Agency has recommended that annual Community Development Block Grant (CDBG) funding be disbursed to the SMCRA to assist in developing the Madison Square Project;' and WHEREAS, the following annual CDBG funding amounts have been allocated by Community Action Agency for use by the SMCRA in implementing the Madison Square Project: ➢ 2004 - $100,000 ➢ 2005 - $94,000 ➢ 2006 - $100,000 ➢ .2007 -' $100,000; and ,WHEREAS, of the total grant amount of $394,000; $294;000 has been allocated for land acquisition and the remaining $100,000 has been allocated for other related project'development costs; and WHEREAS, as a condition of the SMCRA accepting the CDBG funding, Miami -Dade County requires execution of the following attached agreements: Pg. 2 of Res. No. CRA,28 -07 -281 ➢ HUD Required Community Development Block Grant Contract (Exhibit B) ➢ Development Agreement (Exhibit C) ➢ Mortgage Agreement (Exhibit D) ➢ Promissory Note (Exhibit E) WHEREAS, the SMCRA Board desires. to enter into contract with Miami- Dade to secure grant funding in the maximum amount of $394,000 and to accomplish the objectives as outlined in the scope of service of the contract with Miami -Dade County. NOW THEREFORE BE IT RESOLVED BY THE SOUTH MIAMI COMMUNITY REDEVELOPMENT AGENCY; Section 1. The South Miami Community Redevelopment Agency Board approves the Miami -Dade CDBG contract and ancillary documents attached as Exhibits, B, C, D and E for the maximum amount of $394,000 for-the provision of land acquisition and other construction costs and authorizes the SMCRA Director and SMCRA Chair to execute the attached agreements attached as Exhibits B, C, D and E required by Miami -Dade County in order to receive CDBG funding in the total amount of $394,000. Section 2. Of the total grant funding amount, $294,000 shall be utilized for land acquisition of properties required to develop the Madison Square Project. Section 3. Of the total grant funding amount, $100,000 shall be utilized for other related development costs associated with developing the Madison Square Project Section 4. This resolution shall take effect immediately upon approval. PASSED AND ADOPTED this tZ/1 day of June, 2007. ATTEST: G/ ity of South Miami Community Redevelopment Agency Clerk APPROVED: Pg. 3 of Res. No. CRA 28 -07 -281 READ AND APPROVED AS TO FORM: Eve outsis, Office of General. Counsel Nagin Gallop & Figueredo, P.A. Board Vote: 6 -0 Chairperson Feliu: Yea Vice Chairperson Wiscombe: Yea Board Member: Palmer Yea Board Member.Birts: Yea Board Member Beckman: 'absent Board Member Ellis: Yea .Board Member: Williams Yea I i I R►G1��4 C9DG B�p�ET pitepgR ED BY 1 pgpE cou�ry r � g ta �a aR�a M�. CCVH f li Hill III £00 /Z00u - -T A'. as XV3 6Z:6T LOOZ /LT /80 I�IIIIIIIIIIIIIIII��iIIIIIIIIINIIIIII� I�I�I�NIIIIIIII�IIIIIIINII�IIII�IIIIIIIIIII �A ' I�I�II�I��I�III�I�II�IIIIIIIIII�IHIIIII IIIIIIIII �f ��I�II�III�IIIIIflINl�lllllll�l���ll lIIIIIIIN £00 /Z00u - -T A'. as XV3 6Z:6T LOOZ /LT /80 PRFV� OvS� rAppR coeG coNr °�Eo Alyp gc,C�R RT gC N Yq�R��M�Nr s EXHIBIT 1 CDBG FY 2007 - -- Non - Profit FY 2007 COMMUNITY DEVELOPMENT BLOCK GRANT CONTRACT BETWEEN MIAMI -DADE COUNTY AND THE SOUTH MIAMI COMMUNITY REDEVELOPMENT AGENCY FOUNDATION, INC This contract Is entered into between Miami -Dade County, hereinafter referred to as the "County" and The South Miami Community Redevelopment Agency Foundation, Inc., a Florida nonprofit. organization, hereinafter referred to as the "Awardee ". - The parties agree: 1. Definitions OCED . Office of Community. and Economic Development or Its successor Department 24 CFR Part 570 - CDBG Federal regulations implementing Title 1 of the Housing and . Community Development Act of 1974, as amended Community Development Block Grant Community Development A local ' agency that is organized to meet community Corporation development needs with,particular.emphasis on the economic development, housing and revitalization .needs of low -and moderate- income area residents and which Is receptive to the needs expressed by the community. A member of low -and moderate- Income family I.e., a family Low- and Moderate- Income whose Income is within specified income limits set forth by Person U.S. HUD. Any and all books, records, documents,' information, -data,.. Contract Records papers, letters, materials, electronic storage data ana media Whether written, printed, electronic or electrical, however collected, 'preserved.., produced, developed, maintained, completed, received or, compiled. by or at the direction of the Awardee' or any subcontractor in carrying out the duties and obligations required by -the terms of this contract, Including but not limited to financial books and records, ledgers,. drawings, maps, pamphlets, designs, .electronic Mapes, computer drives and diskettes or surveys. Any federal funds received by the Awardee from any source during the period of time in which the Awardee is: performing the obligations set forth in this contract. Federal Award Awardee Recipient of CDBG funds from Miami Dade County. Subcontractor Any individual or firm hired on a contractual basis by the Awardee for the purpose of performing work or functions cited on the Action .Step Format (Attachment "A)' of this contract. SSubcontract Any contractual agreement between a Subcontractor' and the Awardee. E ii. The Awardee Agrees: A. The Awardee shall carry out the activities specified in Attachment A, "Scope of ±� Services;' in the. County or the focus area(s) of Dade. B. Idemnification and Insurance Requirements The Awardee shall comply with the idemnification and insurance requirements outlined in. Attachment B -1 of this agreement. All certificates and - insurance updates must Identify the names of the Awardee and the activity being funded through this agreement. AWARDEE LIABILITY OBLIGATION Compliance with the requirements In Attachment B -1 shall not relieve the Awardee of his liability and obligation under this subsection or under any subsection of this contract. The contract is contingent upon receipt of the Insurance documents within fifteen (15) calendar days after the Board of County Commissioners' approval. If the Insurance Certificate Is received within the specified period, but not in the manner prescribed in these requirements, the Awardee shall be verbally notified of the deficiency and shall have an additional five (5) calendar days to submit a.corrected certificate to the County. • • If the Awardee fails_ to submit the required insurance documents in the manner prescribed in these requirements within twenty (20) calendar.days after the Board . of County Commissioners' approval, the Awardee shall be in default of the terns . and conditions of the contract. The Awardee shall submit all required insurance documents to the Office of Community Development, 140 West Fladler, 10u' Floor, Suite 1000, Miami, FL 33130. Any changes to the required insurance policies, Including coverage renewals, must be submitted to OCED through a formal notice immediately upon occurrence. throughout the contract period. CERTIFICATE OF CONTINUITY The Awardee shall be responsible for ensuring that the insurance certificates required in conjunction with this subsection remain in force for the duration of the contract period, including any and all option .years, if applicable. In the case of construction and major rehabilitation activities, the Contractor must have the coverage cited in Attachment B -1 of this agreement at the time that it begins construction on the project. If the insurance certificates are scheduled to expire during the contract period, the Awardee shall be responsible for submitting new or renewed insurance certificates to the County at a minimum of thirty (30) calendar days before such expiration. In the event that expiration certificates are not replaced with new or renewed certificates that cover'the contract period, the County shall suspend the contract. until the new or renewed certificates are received by the County in the manner prescribed In the requirements; provided, however, that this suspended period does.not exceed thirty (30) calendar days. If such suspension exceeds thirty. (30) calendar days, the County may, at its sole discretion, terminate the contract for cause. Prior to execution of the contract by the County and commencement of the contracted services, the Awardee shall obtain all insurance required under this Section and . submit same to the County for approval. All insurance shall be maintained throughout the term of the contract. C. Indemnification l The Awardees shall indemnify and hold harmless the County and its officers, employees, agents and instrumentalities from any and all liability, ,losses or damages, including attorneys' fees and costs of defense, which the County or Its officers, employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to or resulting from the performance of this Agreement by the Awardee or its employees, agents, servants, partners principals or- subcontractors. The Awardee shall pay all claims and losses in connection therewith and shall' Investigate and defend all claims, suits or actions of any kind or nature in the name of the County, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorney's fees which may, issue thereon. The Awardee. expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Awardee shall in no way limit the responsibility to indemnify, keep and save harmless and defend the County or its officers, employees, agents and instrumentalities as herein provided. The provisions of this section survive the termination or expiration of this agreement. D. Documents The Awardee shall submit documents to OCED as described below or any other document in whatever, form, manner, or frequency as prescribed by OCED: These will be used for monitoring progress, performance, and compliance with this contract and for compliance with applicable County and Federal requirements. 1. Certificates of Insurance - original to be received by OCED within the first month of this contract period, and submitted with each payment request, including any renewals, prior to payments made by. the County. 2. Progress Reports a. The Awardee shall submit a status report using the form attached hereto as Attachment C, "Progress Report," as it may be revised by OCED, which shall describe the progress made by the Awardee in achieving each of the objectives and action steps identified in Attachment A, "Scope of Services. The Awardee shall ensure that OCED receives each report in triplicate (or as indicated) no later than April 10, 2007, July 10, 2007, October 10, 2007,January 10, 2008, April 10, 2008, July 10, •2008, October 10, 2008 and January 15, 2009. b. Quarterly Reporting when Subcontractors are Utilized Awardees are advised that when subcontractors or subconsultants are utilized to fulfill the terms and conditions of this contract, Miami -Dade County Resolution No. 163493 will apply to this contract. This resolution requires the selected Awardees to file quarterly reports as to the amount of contract monies received from the County 1 and the amounts thereof that have been paid by the Awardee directly to Black, Hispanic and Women - Owned businesses performing part of the contract work. Additionally,. the listed businesses are required to sign the reports, verifying their participation in the contract work and their receipt of such monies. For purposes of, applicability, the requirements of this resolution shall be in addition to any, other reporting requirements required by law, ordinance or administrative order. The Awardee shall submit to OCED a cumulative account of its activities under this agreement by. completing the following portions of the Progress Report Form: - Section I - Status of Contracted Activities: The Awardee must report specific information regarding the status of the contracted activities, Including accomplishments andtor delays encountered during the implementation of the project and an unduplicated count of clients served during the reporting period (if applicable),for each federally defined ethnic category. Awardees engaged in construction and /or housing rehabilitation projects shall report on the progress of their activities including the number of housing units completed and occupied by low- moderate and low. income residents. The Awardee shall also report demographic information on each head of household. Each goal and corresponding.objective(s), as.indicated In the approved Scope of Services, must be addressed as part of this report.. Section 11- Fiscal Information: The Awardee must report expenditure information based on. approved budgeted;line Items to reflect all costs incurred during the reporting period. In addition, the Awardee shall report.on Program Income Usage for each contracted activity. Section ill - Contract and Subcontract Activity Report: Contract and Subcontract Activity Report (First and Third Quarter Progress Report) - The Awardee shall report to OCED the number, of business activities involving minority vendors, , including subcontractors performing work under this Agreement. The "Contract and Subcontract -Activity Report" Section in Attachment C, and when applicable Section 3 in the same Attachment shall be - completed semiannually -by the Awardee and submitted to OCED no later than, April 10, 2007, October 10, 2007, April 10, 2008 and October 10, 2008. Section IV - Neighborhood Employment Opportunities: Neighborhood Employment Opportunities Report (First and Third Quarter Progress. Report) - The Awardee shall report to,OCED the number of target and service area residents who have received employment opportunities from federally financed and assisted projects and activities. The. Neighborhood Employment Opportunities Report shall be submitted using the Progress Report Form attached hereto as a Section in Attachment C, as it may be revised. This section of the form shall be completed -semiannually by the Awardee and submitted to OCED no later than April 10, 2007; October 10,.2007, April 10, 2008 and October 10, 2008. The Awardee shall submit to the County, in a timely manner, any other information deemed necessary by the County, and its presentation. shall comply with the format specified at the time of the request. Failure to submit the Progress Reports or other information in a manner satisfactory to the County by the due date shall render the Awardee in noncompliance with this Article. The County may require the ,Awardee to forfeit its claim to payment requests or the County may invoke the termination - provision in this Contract by giving five days written notice. of such action to be taken. r C. Unspecified Site(s) Objective - If the Awardee has not yet identified t a location to carry out any of the activities described In Attachment A, the Awardee shall submit, In triplicate,'Progress Reports, using the form attached hereto as part of Attachment C, on a monthly basis until such time as the Awardee complies with the provisions contained within Section 11, Paragraph DA. of this contract. Copies of the above described Progress Report shall be received by OCED no later than'the,tenth (10th) business day of each month and shall address the progress undertaken by the Awardee during the previous month. This Progress Report shall not be required if the Awardee Is submitting the Progress Reports required by Section II, Paragraph D.2.a and Paragraph D.3. 3. Annual Report (Fourth Quarter Progress Report) -The Awardee shall submit a -cumulative status report (hereinafter referred to as "Annual Report") using the "Progress Report" specified In Section 11, Paragraph D.2.a. above, which shall describe the progress made by the Awardee In achieving each of the objectives Identified In Attachment A during the previous year. The ' first. "Annual Report" must cover the CDBG fiscal year of January 1, 2007 through December '31, 2007 and shall be received by OCED no later than January 15, 2008. The final annual report must cover the entire grant period - . of January 1, 2007 through December 31, 2008 and shall be received by OCED by January 15,2009. 4. Environmental Review The Awardee immediately upon locating or determining a site for each of the "Unspecified Site activities to be carried out pursuant to this contract, shall submit information detailing the location of each site for which a Site Environmental Conditions Statement, will be prepared as described in Article 11, Section E.5. of this contract as set forth below. The Environmental Review is to be prepared on information contained in Attachment D, "Information for Environmental Review Form." • Notwithstanding any provision of this Agreement, the parties hereto agree and acknowledge that this Agreement does not constitute a commitment of funds or site approval, and that such commitment of funds or approval may occur" only upon satisfactory completion of environmental review and receipt by the County of a release of funds from the U.S. Department of Housingand Urban Development under 24 CFR Part 58. The parties further agree that the provision of any funds to the project is conditioned on the County's determination to proceed with, modify or cancel the project based on the results of a subsequent environmental review. 5. Audit Report - The Awardee shall submit to OCED an annual audit report in triplicate as required by Section 11, Paragraph K of this contract, as set forth . below. The Awardee shall submit a written statement from its auditing firm to confirm that it has cleared any non- compliance issues stated in the audit, and a written statement from the Auditor that the audit complies with all applicable provisions of 24 CFR Part 84.26, Part 85.26 and OMB A -133. 6. • Personnel Policies and Administrative Procedures - The Awardee shall submit detailed documents describing the Awardee's internal corporate or organizational structure, property management and procurement policies ( and procedures, personnel - management, accounting policies and . procedures, etc. Such information shall be submitted to OCED within 30 days of the execution of this contract. 7. Inventory Report - The Awardee shall report annually all nonexpendable personal and real property purchased with CDBG funds from this and previous agreements with the County as specified in Section II, Paragraph T of this contract. 8. Affirmative Action Plan The Awardee shall report to OCED information relative to the equality of employment opportunities whenever so requested by OCED. 'Participation in the CDBG Program 1. The Awardee shall maintain current documentation that its activities meet one of the three (3) CDBG national objectives: a. To benefit low -and moderate- income persons; b. To aid in the prevention or elimination of slums or blight; C. To meet community development needs , having a particular urgency. 2. For activities designed to meet the national objective ofbenefit to low -and moderate- income persons, the Awardee shall ensure and maintain documentation that conclusively demonstrates that each activity, assisted in whole or in part with CDBG funds Is an activity which provides benefit to, no less than 51% of low -and moderate- income persons. 3. The Awardee shall comply with all applicable provisions of 24 CFR Part 570 and shall carry out each activity in compliance with all applicable federal laws and regulations described therein. If the Awardee is a primarily religious entity, it shall comply with all provisions of 24 CFR 570.200 (�). 4. The Awardee agrees to comply with (a) the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended (URA), and Implementing regulations at 49 CFR Part 24 and 24 CFR 570.606(b): (b) the requirements of 24 CFR ..570.606(c) . governing the Residential Antidisplacement and. Relocation Assistance- plan under section 104(d) of the HCD Act; and (c) the requirements in 570.606(d) governing optional relocation policies. (The County'may preemept the optional policies). The Awardee shall provide relocation assistance to persons (families, individuals, businesses, . non - profit organizations and farms) that are displaced as a direct result of acquisition, rehabilitaion, demolition or conversion for a CDBG assisted project. The Awardee also agrees to comply with applicable County ordinances, resolutions and policies concerning the displacement of persons from their residences. S. For each activity or portion of activity described in Attachment A hereto for which a location has not yet been identified, the Awardee shall obtain, immediately after a site is identified by the Awardee, OCED's written environmental clearance statement and shall agree In writing to comply With any and all requirements as may be set forth in the Site Environmental Clearance Statement. 6. The Awardee shall cooperate with OCED in informing the appropriate CDBG citizen participation structures, Including the appropriate area committees, of the activities of the Awardee in adhering to the provisions of this contract. Representatives of the Awardee shall attend meetings of the appropriate committees" and. citizen participation structures, upon the request of the. citizen participation officers, OCED, or the County. 7. The Awardee shall make a good faith effort to address the concerns of the residents of the affected area. The Awardee shall cooperate with OCED in informing the appropriate CDBG citizen participation structures, including' the appropriate area committees,, of the activities of the Awardee in adhering to the provisions of this contract. Representatives of the Awardee shall attend meetings,, of the appropriate committees and citizen participation structures, . upon the request of the citizen participation officers, OCED, or the County. 8. For activities Involving acquisition, rehabilitation and /or, demolition of property and which require the relocation of families, Individuals, businesses and/or, industries, the Awardee -shall submit a written notification to the Urban Development Division of OCED prior to relocating, evacuating, and /or dispersing any and all, legal occupants who reside at this property on the basis of a long or short term lease. When the legality of an occupant (individual, family, business, and /or Industry) is In question, the Awardee shall contact the above mentioned unit prior to making a determination. Awardees receiving CDBG funds shall adhere to 24 CFR part 50 and/or part 58 and to the rules and regulations of the Uniform Relocation Assistance and Real Property Acquisition Act of 1970, as amended.The Awardee shall adopt Affirmative Marketing Procedures and requirements for CDBG assisted projects. These procedures must consist of actions to provide information and attract eligible persons from all racial, ethnic and gender groups to the available services. .The Awardee shall annually assess its affirmative marketing program to determine if the . procedures used to comply with the requirements specified in Public Law 88 -352 and Public Law 90.284'successfuily meet these requirements.. The' Awardee shall submit to OCED its Affirmative Marketing Plan no later than 60 days from the date this Agreement is executed. 9. For any Housing activities, the Awardee shall successfully complete the ( Community Development coursework conducted by the Local Initiatives Support Corporation, which will be held at Florida International University throughout the current contract period. The Awardee shall provide written notification to OCED, no later than 30 days after completion of the coursework. This requirement may be waived,. In the sole discretion of OCED, for Awardees who demonstrate knowledge of real estate development and organizational management theory. OCED shall consider such waiver upon receipt of the written request by the Awardee. 10. For Housing, Rehabilitation, and Construction activities all conditions in this section will apply throughout the regulatory period identified in the national objective. Throughout that period, the Awardee will be required to submit an annual report regarding his compliance with the national objective, and OCED will have the right to monitor the activity. 11. The Awardee shall comply with all applicable uniform administrative requirements as described in 24 CFR 570.502 F. Lobbying Prohibition 1. The Awardee shall certify that no federal appropriated funds have been paid or will be paid, by or. on behalf of the undersigned, to any person for influencing or attemptig to In an officer or employee of any agency, a Member of Congress, an officer or employee of.Congress, or an employee of a Member of Congress in connection with the awarding of any federal Agreement, the making of any federal grant, the making of any federal loan, the entering . into of any cooperative Agreement, and the extension, continuation, renewal, , amendment, or modification of any federal Agreement, grant, loan, or cooperative Agreement. 2. The Awardee shall disclose to OCED if any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal Agreement, grant, loan, or cooperative Agreement, on a Standard Form -LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. { 3. The Awardee shall ensure that the language In this Section 11, Paragraph F.I. and F.2 be included. In the award documents for all subawards at all tiers (including 'subcontracts, - subgrants, and Agreements under grants, loans, and cooperative Agreements) and to ensure that all subrecipients shall certify and disclose accordingly in connection with this activity. G. Federal, State, and County Laws and Regulations 1. RULES, REGULATIONS AND LICENSING REQUIREMENTS The Awardee shall comply with all laws, ordinances and regulations applicable to the services contemplated herein, especially those applicable to conflict of interest and collusion. Awardees are presumed to be familiar with all Federal, State and local laws, ordinances, codes, rules and regulations that may in any affect the goods or.services. offered, especially Executive Order No. 11246 entitled "Equal Employment Opportunity" and as amended by Executive Order No. 11375, as supplemented by the Department of Labor Regulations (41 CFR, Part 60), the Americans with Disabilities Act of 1990 and implementing regulations, the Rehabilitation Act of 1973, as amended, Chapter 553 of Florida. Statutes and any and all other Iocal,.State and Federal directives, ordinances, rules, orders, and laws relating to people with disabilities. The Awardee will also comply with OMB A -122, OMB A -110, OMB A -21, OMB A -133, and with the applicable procedures specified In OCED's Contract Compliance Manual, which are incorporated herein by reference, receipt of.which is hereby acknowledged, and as they may be revised. 2. The Awardee shall comply -with Section 504 of the Rehabilitation Act of 1973, as amended, which prohibits discrimination on the basis of handicap; Title VI of the Civil Rights Act of 1964, as amended, which prohibits discrimination on the basis of race, color, or national origin; the Age Discrimination Act of 1975, as amended, which prohibits discrimination on the basis of age; Title VIII of the Civil Rights Act of 1968, as amended, and Executive Order 11063 which prohibits discrimination in housing on the basis of race, color, religion, sex, or national origin; Executive Order 11246, as amended which, requires equal ,employment opportunity; and with the Energy Policy, amended and Conservation Act (Pub.L 94463) which requires mandatory standards and policies. relating to energy efficiency. The Provider also agrees to comply with the Domestic Violence Leave codified as 11A -60 et seq. of the Miami -Dade County Code, which requires an employer, who in the regular course of business has fifty (50) or more employees working in Miami -Dade. County for each working, day during each of twenty (20) or more , calendar work weeks to provide domestic violence leave to its employees. Failure to comply with this local law may be grounds for .voiding ' or 'terminating this Agreement or for commencement of debarment proceedings against the Provider. 3. 'if the amount payable to the Awardee pursuant to the terms of this contract is in excess of $100,000, the Awardee shall comply with all applicable standards, orders, or regulations, issued pursuant. to Section: 306 of the Clean Air Act of 1970 (42 U.S.C. 1857 h), as amended; the Federal Water r Pollution Control Act (33 U.S.C. 1251), as amended; Section 508 of the l Clean Water Act (33 U.S.C. 1368); Environmental Protection Agency regulations (40 CFR Part 15); and Executive Order 11738. 4. Assurance of Compliance with Section 504 of the Rehabilitation Act - The Awardee shall report its compliance with Section 504 of the Rehabilitation 5. Americans with Disabilities Act (ADA) of 1990 - The Awardee shall attest to; and submit the required Disability Non - discrimination Affidavit assuring compliance with all applicable requirements of the laws listed below including but not .limited to, those provisions pertaining to employment, provisions and program services, transportation,, communications, access to facilities, renovations, and new construction. 6. Affirmative Action /Non- Discrimination of Employment, Promotion, and Procurement Practices (Ordinance 998 -30) - All firms with annual gross revenues in excess of $5 million, seeking to contract with Miami -Dade County shall, as a condition of award, have a written Affirmative Action Plan and Procurement Policy on file with the County's Department of Business Development. Said firms must also submit, as a part of their proposals /bids to be filed with the Clerk of the Board, an appropriately completed and signed Affirmative Action Plan /Procurement Policy Affidavit. Firms whose Boards of Directors are representative of the population make -up of the nation are exempt from this requirement and must submit, In. writing, a detailed listing of their. Boards of Directors, showing the race or ethnicity of each board member, to the County's Department of Business Development., Firms claiming exemption must submit, as a part of their proposals /bids to be filed with the Clerk of the Board, an appropriately completed and signed Exemption Affidavit In accordance with Ordinance 98-30. These submittals shall be subject to periodic reviews to assure that the entities do not discriminate in their employment and procurement practices against minorities and women -owned businesses. It will be the responsibility of each fine to provide verification of their gross annual revenues to determine the requirement for compliance with the COrdinance. Those fines that do not exceed $5 million annual gross revenues must clearly state so in their bid /proposal Any bidder /respondent which does not provide an affirmative action plan and.procurement policy may not be recommended by the County Manager for award by the Board of County Commissioners. 7. Domestic Violence Leave Affidavit: Prior to entering into any contract with the County, a firm desiring to do business with the County shall, as a condition of award, certify that it Is in compliance with the Domestic Leave Ordinance, 99 -5 and Section .11A -60 of the Miami -Dade County Code. This Ordinance applies'to employers that have, in the regular course of business, fifty (50) or more employees working in Miami Dade County for each working day during each of twenty (20) or more calendar workweeks In the current or preceding calendar year. In accordance with Resolution R- 185 -00, the obligation to provide domestic violence leave to employees shall be a contractual obligation. The County shall not enter into a contract with any fine that has not certified its ` compliance with the Domestic Leave Ordinance. Failure to comply with the requirements of Resolution R- 185 -00, as well as the Domestic Leave Ordinance may result in the contract being declared void, the contract being terminated and /or the firm being debarred. 8. Code of Business Ethics: In accordance with Section 2- 8.1(1) of the Code of Miami -Dade County each person or entitiy that seeks to do business with Miami -Dade County shall adopt a Code of Business Ethics ( "Code ") and shall submit an affidavit stating that the Awardee has adopted a Code that complies with the requirements of Section 2 -8.10) of the Miami -Dade County Code (Form A -12). 9. PUBLIC ENTITY CRIMES Pursuant to Paragraph 2(a) of Section 287.133, Florida Statutes, a person or - -.. . . . _ ,. _ _ _ -­-A -- o­ ^n%Artarf vandnr list following a conviction for a public entity crime may not submit a proposal for a contract to provide any goods or services to a public entity; may not submit .a proposal on a contract with a public entity for the construction or repair of a public building or public work; may not submit proposals on leases of real property to a public entity; may not be awarded or perform work as a Awardee, supplier, subcontractor, or consultant under a contract with any public entity; and, may not transact, business with any public entity in excess of the threshold amount provided in Section 287.017 for Category, TWO ($10,000) for a period of thirty-six (36) months from the date.of being placed on the convicted vendor list. The Awardee warrants and represents that it has not been placed on the convicted _vendor list The Awardee agrees that should Miami -Dade County discover that the Awardee's representations regarding the list are false, this contract shall be terminated,on the discretion of Miami -Dade County. Further, -should the Awardee be placed on the list at any time during this contract Miami -Dade County shall have the right to terminate this agreement 10. CRIMINAL CONVICTION Pursuant to Miami -Dade County Ordinance No. 94-34, "Any individual who has been convicted of a felony during the past ten years and any corporation; partnership, joint venture or other legal entity having an officer, director, or executive who has been convicted of a felony during the past ten years shall disclose this information prior to entering into a contract with or receiving funding from the County." Failure of the Awardee to disclose this information as required may lead to the termination of this agreement by Miami -Dade County. If Awardee, or any owner, subsidiary, or other firm affiliated with or related to the Awardee, Is found by the responsible 'enforcement agency, the Courts or, the CCounty to be in violation of the Acts, the County will conduct no further business with Awardee. Any contract entered into based upon a false affidavit, as listed below, and submitted pursuant to this resolution shall be voidable by the County: 1. Miami -Dade County Ownership Disclosure Affidavit 2. Miami -Dade Employment Family Leave Affidavit . 3. Miami -Dade Employment Drug -Free Workplace Affidavit 4. Miami -Dade Employment Disclosure Affidavit 5. Disability Nondiscrimination Affidavit 6. Criminal Record Affidavit 7. Public Entity Crime Affidavit 8. Related -Party Disclosure Information 9. Miami -Dade County Affidavit Regarding Delinquent and Currently Due Fees or Taxes 10. Affirmative Action Affidavits 11. Current on all County Contracts, Loans, and Other Obligations Affidavit 12. Project Fresh Start Affidavit 13. Domestic Violence Leave Affidavit 14. Code of Business Ethics Affidavit, 15. Financial and Conflicts of interest Affidavit If any attesting firm violates any of the Acts below during the term of any contract such firm has with the County, such contract shall be voidable by the County, even if the attesting firm was not in violation at the time it submitted its. affidavit. The applicable Acts are as follows: 1. The Americans with Disabilities Act of 1990 (ADA), Pub. L. 101-336,104 Stat 327, 42 U.S.C. 12101 -12213 and 47 •U.S.C. Sections 225 and 611 including Title 1, Employment; Title II, Public Services; Title III, Public Accommodations and Services Operated' by Private Entities; Title IV, Telecommunications; and Title V, Miscellaneous Provisions. 2. . The Rehabilitation Act of 1973,29 U.S.C. Section 794; 3. The Federal Transit Act, as amended 49 U.S.C. Section 1612; 4. The Fair Housing Act as amended, 42 U.S.C. Section 3601 -3631. H. Conflicts with Applicable Laws If any provision of this contract conflicts with any applicable law or regulation including but not limited to, 24 CFR 570, only. the conflicting provision shall, be deemed by the parties hereto to be modified to be consistent with the law or regulation or to be deleted if modification is Impossible. However, the.obligations under this contract, as modified, shall continue. and all other provisions of this contract shall remain in full force and effect. The County's determination on whether a provision conflicts shall be. final and binding. Board of Directors If the Awardee is a Community Development Corporation (CDC), OCED shall have the option to appoint a representative to the Awardee's board of directors. This representative shall not be considered in the counting of a.quorum "and shall have no voting privileges. J. Construction If the Awardee engages in,. procures, or makes loans for construction work, the Awardee shall: 1. Contact the OCED representative noted In Section IV, Paragraph K of this contract, prior to taking, any action, to schedule• a meeting to receive compliance information. 2. Comply with the Awardee's procurement and pre -award requirements and procedures which, at a minimum, shall adhere to all applicable federal standards. 1 Comply with the Davis -Bacon Act; Copeland Anti -Kick Back Act; Contract Work Hours and Safety Standards Act; and Lead -Based Paint Poisoning Prevention Act as amended on September 15,1999; and other related acts, as applicable. 4. Submit to OCED for written approval all proposed Solicitation Notices, Invitations for Bids, and Requests for Proposals prior to publication. 5. Submit to OCED all construction plans and specifications and receive OCED's approval prior to implementation. 6. Contact the OCED representative noted in Section IV, Paragraph K, prior to scheduling a pre- construction conference. In accordance with industry standards, OCED will hold 10% of the total grant award as a retainer until the completion of the construction work is verified by OCED through a Certificate of Occupancy. 7. The County shall have the right to assign the Community Builders Division of the Office of Community and Economic Development to assist the project if the County's staff determines that the Awardee has been unable to consistently' achieve the work and units described within the time frames of the action step format of this agreement. Such involvement will result in a reduction of a • e eni ,.r ALA nnuar thu rnct r%f tha tpchnical assistance. The Awardee shall cooperate and comply with all requests made by' the Community Builders Division of the Office of Community and Economic Development. 8. Execute a restrictive covenant with Miami -Dade County for the grant award and the use of the land to ensure its use as a CDBG project site as defined and described in Attachment "A" of this agreement. K. Audits and Records 1. Nonprofit organizations that expend $500,000 or more annually In federal awards shall have a single or program specific audit conducted In. accordance with .OMB A -133. Nonprofit organizations expending federal awards of $500,000 or more under only one federal program may elect to have a program - specific audit performed, in accordance with OMB A -133. Awardees who will be receiving, or who have received, federal awards for loans I or loan guaranteed programs may be required to conduct audits of those programs in accordance with regulations of the federal agencies providing those guarantees or loans. 2. Nonprofit organizations that expend less than $500,000 annually in federal awards shall be exempt from an audit, conducted in accordance with OMB A -133, although their records must be available for review (e.g., Inspections, evaluations). Such agencies that receive less than $500,000 In combined Federal awards must'submit to the County annual compilation reports that describe their performance. To achieve uniformity regarding the reporting format, such documents must comply with the accounting r industry standards by communicating an independent accountant's (1) expression of limited assurance on FINANCIAL STATEMENTS as a result of performing inquiry, and analytic procedures (Review Report); (2) results of procedures performed (Agreed -Upon Procedures Report); (3) non - expression of opinion or any form of assurance on a presentation in the form of financial statements information that is the representation of management (Compilation Report); or (4) an opinion on -an assertion made by management in accordance with the Statements on Standards for Attestation Engagements (Attestation Report). 3. When the requirements of OMB A -133 apply, an audit shall be conducted for each fiscal year for which federal awards attributable- to..this contract have been ' received by the Awardee. Each audit shall include ' a fiscal review, which includes a validation of all program generated income and its disposition, especially attributable to CDBG funds, an Internal. control review, and a compliance review as described in OMB A -133: A copy of the audit report in triplicate must be received by OCED no later than six months following the end of the Awardee's fiscal year. 4. If an audit is required by Paragraph K of this contract, but the requirements of OMB A -133 do not apply the Awardee may ' choose to have an audit performed either on.the basis of the Awardee's fiscal year or on the basis of the period during which OCED- federal assistance has been received. In either case, each audit shall cover, a time period of not'more than twelve (12) months and an audit shall be submitted covering each assisted period C until all.the assistance received from this contract has been reported on. Each audit shall adhere to all other audit standards of OMB A -133, as these may be. limited to cover only those services undertaken pursuant, to the terms of this contract. A copy of the audit report in triplicate must be received by OCED no later than six months following each audit period. 5. The Awardee shall maintain all Contract Records in accordance with generally accepted accounting principles, procedures, and practices which shall sufficiently and properly reflect all revenues and expenditures of funds provided directly or indirectly by the County. pursuant to the terms of this contract. 6. The Awardee shall maintain all Contract Records that document all actions undertaken to accomplish the "Scope of Services" outlined in Attachment A In this contract. 7. The Awardee shall ensure that the Contract Records shall be at all times subject to and available for full. access and review, inspection, or audit by County and federal personnel and any other personnel duly authorized by the County. 8. The Awardee shall include in all OCED approved subcontracts used to engage subcontractors to carry. out any eligible substantive, programmatic services, as such services are described in this contract and defined by OCED, each of the record- keeping and audit requirements detailed in this contract. OCED shall, in Its sole discretion, determine when services are eligible substantive programmatic services and subject to the audit and record- keeping requirements described above. 9. The County reserves the right to require the Awardee to submit to an audit by Audit and Management Services or other auditor of the County's choosing at the Awardee's• expense.. The Awardee shall provide access to all of its records, which relate directly or indirectly to this Agreement at Its place of business during regular business hours. The Awardee shall retain r all records pertaining to this Agreement and upon request make .them available to the County for three years following expiration of the Agreement. The Awardee agrees to provide such assistance as may be necessary to facilitate. the review or audit by the County to ensure compliance with applicable accounting and financial standards. 10. The Awardee shall ensure that its auditors share their audit results with OCED. The auditors must submit. the audit report to OCED within six- months after the conclusion of the audit period. L. Retention of Records 1. The Awardee shall retain all Contract Records for a period of at least five (5) years (hereinafter referred to as "Retention Period ") subject to the limitations set forth below: a. For all non -CDBG assisted activities, the Retention Period shall begin upon the expiration or termination of this contract. b. For CDBG assisted public service activities, the Retention Period shall begin upon the date of U.S. HUD's acceptance of OCED's annual Grantee Performance Report for the year in which the activity is reported as completed. For each public service activity, the Awardee must retain all contract records except those relating to real and nonexpendable personal property. C. For all other CDBG assisted activities,. the Retention Period shall begin upon U.S. HUD's acceptance of OCED's annual Grantee Performance Report in which each assisted activity is reported on for the final time. For all the CDBG assisted activities covered by this Section II, Paragraph L.1.c., the Awardee must retain all contract records except those relating to real and nonexpendable d. For all CDBG assisted ;activities, the Retention Period for all contract records relating to real and nonexpendable personal property shall begin upon the date of. the final disposition of the property. 2. if the County or the Awardee have received or given notice of any kind Indicating any threatened or pending litigation, claim or audit arising out of the services provided pursuant to the terms of this contract, 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 OCED, fully, completely and finally resolved. 3. The Awardee shall. allow, the County, federal personnel, or any person authorized by the County full access to and the right to examine any of the contract records during the required Retention Period. 4. The Awardee shall notify OCED in writing, both during the pendency of this contract and after its expiration as part of the final closeout procedure, of the address where all contract records will be retained. 5. The Awardee shall obtain written approval of OCED prior to disposing of any contract records within one year after expiration of the Retention Period. M. Provision of Records 1. The Awardee shall provide to OCED, upon request, all contract records. These records shall become the property of OCED without restriction, reservation, or limitation of their use. OCED shall have unlimited rights to all books, articles, or other. copyrightable materials developed for the purpose of this contract. These unlimited rights shall include the rights to royalty -fees; nonexclusive, and Irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, the information for public purposes. 2. If the Awardee 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 Awardee shall provide a copy of each report and any follow -up communications and reports to OCED immediately upon such issuance unless ' such disclosure is a violation of the rules or policies of the regulatory agencies issuing the reports. 3. MIAMI -DADE COUNTYINSPECTOR GENERAL REVIEW According to Section 2 -1076 of the Code of Miami -Dade County, as amended by Ordinance No. 99 -63, Miami -Dade County has established the. Office of the Inspector General which may, on a random basis, perform audits on all County contracts, throughout the duration of said contracts, except as otherwise provided below. The cost of the audit of any Contract shall. be one quarter (114) of one (1) percent of the total contract amount which cost shall be included in the total proposed amount. The audit cost will be deducted by the County from progress payments to the selected Awardee. The audit cost shall also be included in all change orders and all contract renewals and extensions. Exception: The above application of one quarter (114) of one percent fee assessment shall not apply to the following contracts: (a) IPSIG contracts; (b) contracts for legal services; (c) contracts for financial advisory services; concessions and other rental agreements; (g) insurance contracts; (h) revenue- generating contracts; (1) contracts where an IPSIG is assigned at the time the contract .is approved by the Commission; 0) professional service agreements under $1,000; (k) management agreements; (1) small purchase orders as defined in Miami -Dade County Administrative Order 3 -2; (m) federal, state and, local government- funded grants; and (n) Interlocal agreements. Notwithstanding the foregoing, the Miami -Dade County Board Nothing contained above shall In any way limit the powers of the Inspector General to perform audits on this contract. COMMISSION AUDITOR ACCESS TO RECORDS Pursuant to Ordinance No. 03 -2, Awardee shall grant access to the Commission Auditor to all financial and performance related .records, property, and equipment purchased in whole or-In-part with government funds, including funds awarded tp Awardee pursuant to this contract. N. Prior Approval The Awardee shall obtain written approval from OCED prior to undertaking any of the following: 1. The engagement or execution of any subcontract(s) or contract assignments, wherein CDBG funds will be used to pay for . goods or services. The Awardee must submit all proposed agreement documents to OCED at least thirty (30) days, prior to the start date of the agreement. OCED shall have no obligation to approve payment of any expenditure (resulting from an agreement or subcontract) which was, incurred prior to the approval by OCED of such agreement or subcontract. 2. The addition of any positions not specifically listed in the approved budget. 3. The modification or addition of all job descriptions. 4.. The purchase of all nonexpendable personal property not specifically listed In the approved budget. 5. The disposition' of all real,, expendable personal, and nonexpendable personal property as defined in Section 11, Paragraph S.I. of this contract. 6. Out -of -town travel not specifically listed in the approved budget. 7. The disposition of Program Income not specifically listed in the approved Program Income budget. 8.. The publication of proposed Solicitation Notices, Invitations for Bids and Requests for Proposals as provided for in Section II, Paragraph J of this contract. 9. The disposal of all contract records as provided for in Section II, Paragraph L of this contract. 0. Monitoring The Awardee shall permit OCED and other persons duly authorized by OCED to inspect all contract records, facilities, equipment, materials, and services of the ._!_._ __ e_ _ .......... .... ....n..Mrl 1n thn artivitin¢ undArtaken oursuant to Non - compliance with the above requirements will be considered a breach of contract, which will result in the immediate termination of the agreement, the recovery of the entire funding award, and the disqualification of funding through OCED for a period of three years. R. Publicity, Advertisements and Signage 1. The Awardee shall ensure that all publicity, public relations, advertisements and signs, recognizes the Miami -Dade Office of Community and Economic Development (OCED) and the Community Development Block Grant (CDBG) for the support of all contracted activities. This is to Include, but is not limited to,. all posted signs, pamphlets, wall plaques, cornerstones, dedications, notices, flyers, brochures, news releases, media packages, promotions, and stationery. All signs used to publicize OCED contracted activities must be approved by OCED prior to being posted and must also meet the standard specifications as established by OCED. The use of the official Miami Dade OCED logo is permissible. 2. The Awardee shall furnish, erect and maintain construction signs in accordance with sketch included in these contract documents. The signs shall be made of % inch thick marine plywood, newly painted and lettered according to the accompanying sketch. The signs shall be painted and lettered in accordance with professional outdoor sign painting standards as to layout, symmetry, proportion, clarity and neatness and use of weather - resistant colors and materials. The Awardee shall place the signs, securely braced and mounted, as shown on the typical project sign placement diagram or as directed by the engineer. All materials shall be provided by the Awardee and the signs shall remain in the property of the Owner at the completion of the contract. NO WORK SHALL COMMENCE UNTIL THE PROJECT SIGNS ARE SECURED IN PLACE. THE SIGNS SHALL BE IN ACCORDANCE WITH THE DETAIL SHOWN IN ATTACHMENT F. For this project signs will be required. Payment for furnishing, installing and maintaining the sign shall be under the bid amount for mobilization. S. Procurement The Awardee must take affirmative steps to procure supplies, equipment, construction, or services to fulfill this contract from minority and women's businesses, and to provide these sources the maximum feasible opportunity to compete for subcontracts to be procured pursuant to this contract. To the maximum extent feasible, these businesses shall be located in or owned by residents of the Community Development areas designated by OCED in the CDBG application approved by the supervising federal agency. The Awardee shall assure that all subcontracts or third party agreements contain provisions with stated goals, that low- income residents from Community Development Target 'and Service Areas be provided with opportunities for employment and training in contracted activities. 1. In conformance with Section 3 of the Housing and Community Development Act of 1968, the Awardee must direct federal financing assistance towards Target Area residents and ensure that employment and economic opportunities be given to low and very low- income persons, particularly those who are recipients of government assistance for housing according to the guidelines mentioned below: A. The work to be performed under this contract is subject to the requirements of section 3 of the Housing and Urban Development Act of the terms of this contract, and/or to interview any clients, employees, subcontractors, or assignees of the Awardee. Following such Inspection or interviews, OCED will deliver to the Awardee a report of its findings, and the Awardee will rectify all deficiencies cited by OCED within the specified period of time set forth in the report, or provide OCED with a reasonable justification for not correcting the deficiencies. OCED will determine, in its sole and absolute . discretion,- whether or not the Awardee's justification is acceptable or if the Awardee must, despite the justification, rectify the deficiencies cited by OCED in Its report. P. Conflict of Interest The Awardee agrees to abide by the provisions of 24 CFR 84.42 (24 CFR Part 85.36 for Public Agencies) and 24 CFR 570.611 with respect to conflicts of interest, and covenants that it presently has no financial interest and shall not acquire any financial interest, direct or indirect, which would conflict in any manner or degree with the performance of services requrred under this Agreement. The Awardee further covenants that in the performance of this Agreement no person having such a financial interest shall be employed or retained by the Awardee hereunder. These conflict of interest provisions apply to any person who is an employee, agent, consultant, officer, or elected official or appointed official of the County, or of any designated public agencies or subrecipients which are receiving funds under the CDBG Entitlement program. The Awardee shall disclose any possible conflicts of interest or apparent improprieties of any party that are covered by the above standards. The Awardee shall make such disclosure in writing to OCED immediately upon the Awardee's discovery of such possible conflict. OCED will then render an opinion which shall be binding on all parties. The Awardee shall submit to OCED, within five business days of execution this contract, all updated Conflict of Interest affidavits, Related Party Disclosure statements, list of current Board members, and list of all business associations with the following documents: ➢ Original contract or its subsequent amendments. ➢ Requests for budget revisions. ➢ Requests for approval of subcontracts. Non - compliance with the above requirements will be considered a breach of contract, which will result in ' the immediate termination of the agreement, the recovery of the entire funding award, and the disqualification of funding through OCED for a period of three years. Q. Related Parties The Awardee shall report to OCED the name, purpose, and any other relevant information in connection with any. related party transaction. This includes, but is not limited to, a for - profit or nonprofit subsidiary or affiliate organization, an organization with overlapping boards of directors, and an organization for which the Awardee is responsible for appointing memberships. The Awardee shall report this information to OCED upon forming the relationship or if already formed, shall report it immediately. Any supplemental information shall be reported quarterly in the required Progress Report. The Awardee shall submit to OCED, within five business days of execution this contract, all updated Conflict of Interest affidavits, Related Party Disclosure statements, list of current Board members, and list of all business associations with the following documents: Original contractor its subsequent amendments. ➢ Requests for budget revisions. to ensure that employment and other economic opportunities generated by HUD assistance or HUD- assisted projects covered by section 3, shall, to the greatest extent feasible, be directed to low- and very low- income persons, particularly persons who are recipients of HUD assistance for housing. B. The parties to this contract agree to comply with HUD's regulations in 24 CFR part 135, which implement section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the part 135 regulations. C. The Awardee agrees to send to each labor organization or representative of workers with which the Awardee has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representative of the Awardee's commitments under this section 3 clause, and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the section 3 preference, shall set forth minimum number and job titles subject to hire, availability of apprenticeship and training positions, the qualifications for each; and the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin. D. The Awardee agrees to include this section 3 clause in every subcontract subject to compliance with regulations in 24 CFR part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this section 3 clause, upon a finding that the subcontractor is in violation of the regulations in 24 CFR part 135. The Awardee will not subcontract with any subcontractor where the Awardee has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 CFR part 135. E. The Awardee will certify that any vacant employment positions, including training positions, that are filled (1) after the Awardee is selectedbut before the contract is executed, and (2) with persons other than those to whom the regulations of 24 CFR part 135 require employment opportunities to be directed, were not filled to circumvent the Awardee's obligations under 24 CFR part 135. F. Noncompliance with HUD's regulations in 24 CFR part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts. G. With respect to work performed in connection with section 3 covered Indian housing assistance, section 7(b) of the Indian Self- Determination and Education Assistance Act (25 U.S.C. 450e) also applies to the work to be performed under this contract. Section 7(b) requires that to the greatest extent feasible (1) preference and opportunities for training and employment shall be given to Indians, and (ii) preference in the award of contracts and subcontracts shall be given to Indian organizations and Indian -owned Economic Enterprises. Parties to this contract that are subject to the provisions of section 3 and section 7(b) agree to comply with section 3 to the maximum extent feasible, but not in derogation of compliance with section 7(b). H. Fair Subcontracting Policies (Ordinance 97 -35) All Awardees on County contracts in which subcontractors may be used shall be subject to and comply with Ordinance 97 -35 as amended, requiring Awardees to provide a detailed statement of their policies and procedures T. a) notifies the broadest number of local subcontractors of the opportunity to be awarded a subcontract; b) invites local subcontractors to submit bids /proposals in a practical, expedient way; c) provides local subcontractors access to information necessary to prepare and formulate a subcontracting bid /proposal; d) allows local subcontractors to meet with appropriate personnel of the Awardee to discuss the Awardee's requirements; and e) awards subcontracts based on full and complete consideration of all submitted proposals and in accordance with the Awardee's stated objectives. All Awardees seeking to contract with the County shall, as a condition of award, provide a statement of their subcontracting policies and procedures (see attached Form A -7.2). Awardees who fail to provide a statement of their policies and procedures may not be recommended by the County Manager for award by the Board of County Commissioners. The term "local" means having headquarters located in Miami -Dade County or having a place of business located in Miami -Dade County from which the contract or subcontract will be performed. The term "subcontractor" means a business independent of a Awardee that may agree with the Awardee to perform a portion of a contract. The term "subcontract" means an agreement between a Awardee and a subcontractor to perform a portion of a contract between the Awardee and the County. Property 1. Definitions a. Real Property: Land, land improvements, structures, fixtures and appurtenances thereto, excluding movable machinery and equipment. b. 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. C. Nonexpendable Personal Property: Tangible personal property of a nonconsumable nature, with a value of $750 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. d. Expendable Personal Property: All tangible personal property other than nonexpendable property. 2. The Awardee shall comply with the real property requirements as stated below: a. Any real property under the Awardee's control that was acquired or improved in whole or in part with CDBG funds received from OCED 1) Used to meet one of the three (3) CDBG national objectives until five years after the expiration or termination of this ( contract, or for such longer period of time as determined by OCED in its sole and absolute discretion; or 2) Not used to meet one of the three (3) CDBG National Objectives. In the event the property is not used to meet one of the national objectives for five (5) years following the expiration or termination of this contract or such longer period as determined by OCED -then the Awardee shall pay to OCED an amount equal to the market value of the property as may be determined by OCED in its sole and absolute discretion, less any proportionate portion of the value attributable to expenditures of non -CDBG funds for acquisition of, or improvement to, the property. Reimbursement is not required after the period of time specified in-Paragraph T.2.a.1., above. b. Any real property under the Awardee's' control that was acquired or improved in whole or in part with CDBG funds from OCED for $25,000 or less shall be disposed of, at the expiration or termination of this contract, in accordance with instructions from OCED. C. All real property purchased or improved in whole or in part with funds from this and previous contracts with OCED, or transferred to the Awardee after being purchased in whole or in part with funds from OCED, shall be listed in the property records of the Awardee and shall include a legal description; size; date of acquisition; value at time of acquisition; present market value; present condition; address or location; owner's name if different from the Awardee; information on the transfer or disposition of the property; and 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 CDBG national objective that will be met. If the property was improved, the records shall describe the programmatic purpose for which the improvements were made and identify the CDBG national objective that will be met. d. For awards involving the purchase or improvement of real property, the Awardee agrees to execute a mortgage, loan document, or restrictive covenant for the CDBG award with OCED within 180 days after the execution of this agreement. Failure to comply with this requirement may result in the retraction of the CDBG award for the project and termination of this agreement. e. All real property shall be inventoried annually by the Awardee and an inventory report shall be submitted to OCED. This report shall include the elements listed in Paragraph T.2.c., above. 3. The Awardee shall comply with the nonexpendable personal property requirements as stated below; a. All nonexpendable personal property purchased or improved in whole or in part with funds from this and previous contracts with OCED shall be listed in the property records of the Awardee and shall include a description of the property; location; model number; manufacturer's serial number; date of acquisition; funding source; unit cost at the time of acquisition; present market value; property inventory number; information on its condition; and information on transfer, replacement, or disposition of the property. b. All nonexpendable personal property purchased or improved in whole or in part with funds from this and previous contracts with OCED shall be inventoried annually by the Awardee and an inventory report shall be submitted to OCED. The inventory report shall include the elements listed in Paragraph T.3.a., above. C. Title (ownership) to all nonexpendable personal property purchased in whole or in part with funds given to the Awardee pursuant to the terms of this contract shall vest in the County and OCED. 4. The Awardee shall obtain prior written approval from OCED for the disposition of real property, expendable personal property, and nonexpendable personal property purchased or improved in whole or in part with funds given to the Awardee or subcontractor pursuant to the terms of this contract. The Awardee shall dispose of all such property in accordance with instructions from OCED. Those instructions may require the return of all such property to OCED. U. Program Income 1. Program Income as defined in 24 CFR Part 570.500 means gross income received by the Awardee directly generated from activities supported by CDBG funds. When Program Income is generated by an activity that is only partially assisted with CDBG funds, the income shall be prorated to reflect the percentage of CDBG funds used. 2. The Awardee shall not, under any circumstances, use Program Income to pay for charges or expenses that are specifically not allowed pursuant to the terms of this contract and applicable federal regulations or rules, or any County rules or ordinance. a. The Awardee shall comply with the Program Income provisions in OCED's Contract Compliance Manual. If any Program Income provisions of the Contract Compliance Manual conflict with any Program Income provisions of this contract, the provisions of this contract shall rule. b. The County may • in its sole discretion allow Awardee to Use Program Income to carry out eligible activities. The Awardee may request to use Program Income for eligible activities. If the Awardee requests to use Program Income, the Awardee.shall report to OCED all cumulative Program Income generated from activities financed in whole or in part by funds from this contract. This information, along with a.check payable to Miami -Dade County for the generated Program Income, must be submitted quarterly as part of the Fiscal Section of the Awardee's Progress Report as outlined in Section II, Paragraph D.2.a. C. The Awardee shall report Program Income for as long as it receives and /or has control over Program Income generated from this and any previous contracts with OCED. d. The Awardee shall provide to OCED a written explanation of the activities to be assisted with Program Income and shall obtain OCED's written approval prior to implementing those activities. All provisions of this contract shall apply to any activity performed using Program Income. e. Subject to the limitations set forth in this paragraph, the Awardee may use Program Income to fund any CDBG eligible activity as provided for and defined by 24 CFR Part 570 et.seq. f. Program Income from a revolving loan activity must be used only for the same revolving loan activity. g. Program Income from a revolving loan activity, such as loan repayments, interest earned, late fees, and investment income, shall be substantially disbursed to eligible loans, loan- related programmatic costs, and operational costs for the same revolving loan activity before the Awardee may request additional CDBG funds for that activity. h. All Program Income from nonrevolving loan activities shall be substantially disbursed to carry out other OCED approved CDBG eligible activities, and to cover operational costs before requesting additional CDBG funds. I. Any proceeds from the sale of property as detailed in Section 11, Paragraph T.4., above, shall be considered Program Income. j. The Awardee shall obtain, as part of the required audit report, validation by a certified auditor of all program generated income and its disposition. 3. Upon expiration or termination of this contract or at the end of any program year, the Awardee shall transfer to the County any Program Income funds on hand, and any Program Income accounts receivable to 'any CDBG funded activities. OCED may require remittance of all or part of any Program Income balances (including investments thereof) held by the Awardee (except those needed for immediate cash needs, cash balances of revolving loan fund, cash balances from a lump sum drawdown, or cash or investments held for Section 108 security needs). 4. OCED, in its sole and absolute discretion, reserves the right to pursue other courses of action in the retention and use of Program Income generated by the Awardee, and such action shall not require an amendment to this contract. V. Travel The Awardee shall comply with the County's travel policies. Documentation of travel expenses shall conform to the requirements of OCED's Contract Compliance Manual. W. Subcontracts and Assignments 1. Unless otherwise specified in this contract, the Awardee shall not subcontract any portion of the work without the prior written consent of the County. Subcontracting without the prior consent of the County may result in termination of the contract for breach. When Subcontracting is allowed, the Awardee shall comply with County Resolution No. 1634 -93, Section 10- 34 of the County Code and Section 2 -8.8 of the County Code. The Awardee shall ensure that all subcontracts and assignments: a. Comply with all requirements and regulations specified in OCED's Contract Compliance Manual b. Identify the full, correct, and legal name of the party; C. Describe the activities to be performed; d. Present a complete and accurate breakdown of its price component; e. Incorporate a provision requiring compliance with all applicable regulatory and other requirements of this contract and with any conditions of approval that the County or OCED deem necessary. This applies only to subcontracts and assignments in which parties are engaged to carry out any eligible substantive programmatic service, as may be defined by OCED, set forth in this contract. OCED shall In its sole discretion determine when services are eligible substantive programmatic services and subject to the audit and record - keeping requirements described above, and; f. Result from an open competitive bid process generating a minimum of three bids. Such competitive process shall be described in writing, approved by the Board of Directors and a copy of which submitted to OCED. In such circumstances that open, competitive bids are not feasible or that a minimum of three bids are unobtainable, permission to use other methods of award must be requested in writing and approved by OCED prior to the assignment or award of subcontract. The Awardee agrees that no assignment or sub - contract will be made or let in connection with the Agreement without the prior written approval of OCED, which approval shall not be unreasonably withheld, and that all such sub- contractors or assignees shall be governed by the terms and intent of this Agreement. g. Incorporate the language of'Attachment E, "Certification Regarding Lobbying." h. Include language stating that the Subcontractor understands and agrees that the County is not a party to the subcontract and has no obligation to the subcontractor. 2. The Awardee shall incorporate in all consultant subcontracts this additional provision: The Awardee is not responsible for any insurance or other fringe benefits, e.g., social security, income tax withholdings, retirement or leave benefits, for the Consultant or employees of the Consultant normally available to direct employees of the Awardee. The Consultant assumes full responsibility for the provision of all insurance and fringe benefits for himself or herself and employees retained by the Consultant in carrying out the Scope of Services provided in this subcontract. 3. The Awardee shall be responsible for monitoring the contractual performance of all subcontracts and their progress toward meeting the approved goals and objectives indicated in the attached Scope of Services. 4. The Awardee shall receive from OCED written prior approval for any subcontract engaging any party who agrees to carry out any substantive programmatic activities as may be determined by OCED as described in this contract. OCED's approval shall be obtained prior to the release of any funds to the subcontractor. 5. The Awardee shall receive written approval from OCED prior to either assigning or transferring any obligations or responsibility set forth in this contract or the right to receive benefits or payments resulting from this contract. 6. Approval by OCED of any subcontract or assignment shall not under any circumstance be deemed to provide for the incurrence of any obligation by OCED in excess of the total dollar amount agreed upon in this contract. 7. If the subcontract involves $100,000 or more to provide services listed in the Scope of Services or suppliers to supply the materials, the Awardee shall provide the names of the subcontractors and suppliers to OCED. 8. The Awardee agrees that it will not change or substitute subcontractors or suppliers from the list without prior written approval from OCED. 9. The Awardee shall not hire any of the Awardee's staff members or employees as subcontractors. X. Additional Funding The Awardee shall notify OCED of any additional funding received for any activity described in this contract. Such notification shall be in writing and received by OCED within thirty (30) days of the Awardee's notification by the funding source. Y. Method of Payment The Awardee shall be paid as described below: 1. The Awardee shall be paid for those expenses allowed pursuant to the provisions provided below only when the Awardee submits to OCED adequate proof, as determined by OCED in its sole discretion, that the Awardee has incurred the expenditures. It shall be presumed that the Awardee has provided adequate proof of having incurred expenses if the Awardee submits to OCED canceled checks or original invoices approved by the Awardee's authorized representative. When original documents cannot be presented, the Awardee must adequately justify their absence iri writing and furnish copies of those documents to OCED. The Awardee shall be paid only for those expenditures contained within Attachment B, "Budget," to this contract as it may be revised with the prior written approval by OCED.' 2. Requests for payment (reimbursement) shall be assembled by calendar month and submitted to OCED no less frequently than monthly. Expenditures incurred by the Awardee must be submitted to OCED, along with all original invoices, copies of front and back of cancelled checkspaid to all subcontractors and suppliers, all release of liens from all subcontractors and suppliers, and all final approved permits, for payment within 30 days after the month in which the expenditures were incurred. Failure to comply will result in rejection of invoices. 3. In no event shall the County provide advance CDBG funding to the Awardee or to any subcontractor hereunder, nor shall the Awardee advance CDBG funds to any party. 4. Any payment due under the terms of this contract may be withheld pending the receipt and approval by OCED of all reports and documents which the Awardee is required to submit to OCED pursuant to the terms of this contract or any amendments thereto. 5. All payments will be limited to the quarterly payment schedule that accompanies the action step chart in the scope of services. Payment is accomplishment levels identified in the scope of services portion of this agreement — Attachment "A," which shall be submitted with all payment requests and shall clearly identify the completed level of accomplishments met. This shall also apply to soft costs associated with project delivery. 6. No payment(s) will be made without evidence of appropriate insurance required by this contract. Such evidence must be on file with OCED and the County's Risk Management Division. OCED must receive the final request for payment from the Awardee no more than thirty (30) calendar days after the expiration or termination of this contract. If the Awardee fails to comply with this requirement, the Awardee will forfeit all rights to payment(s) if OCED, in its sole discretion, so chooses. 7. All monies paid to the Awardee which have not been used to retire outstanding obligations of this contract must be refunded to OCED in accordance with OCED's Contract Compliance Manual. 8. Any unexpended funds remaining after the completion of the services under this contract, or after termination of this contract, shall be recaptured in full by the County. 9. In the event the County determines that the Awardee has breached the terms of this agreement and that the County is entitled to return of any or all of the funds awarded under this contract, Awardee agrees to and shall assign any proceeds to the County from any contract between the County, its agencies or instrumentalities and the Awardee or any firm, corporation, partnership or joint venture in which the Awardee has a controlling financial interest in order to secure repayment of this award. "Controlling financial interest" shall mean ownership, directly or indirectly to ten percent or more of the outstanding capital stock in any corporation or a direct or indirect interest of ten percent or more in a firm, partnership or other business entity. Z. Reversion of Assets The Awardee shall return to OCED, upon the expiration or termination of this contract all assets, owned or held by Awardee as a result of this contract, including, but not limited to any CDBG funds on hand, any accounts receivable, any overpayments due to unearned funds or costs disallowed pursuant to the terms of this contract that were disbursed to the Awardee by the County, other than reasonable operating and deficit reserves established by Awardee and which are connected with the real property. In the case of activities involving real property, such reserves shall not be distributed to any partner or subcontractor prior to repayment to OCED of the CDBG Loan. The Awardee shall at the request of the County execute any and all documents, including but not limited to mortgages securing the property and UCC financing statements, as required by the County to effectuate the reversion of assets. Ill. The County Agrees: Subject to the availability of funds, to pay for contracted activities according to the terms and conditions contained within this contract in an amount not to exceed $394,000. IV. The Awardee and OCED Agree: A. Effective Date 1. This contract shall begin on July 1, 2006. Any costs incurred by the Awardee prior to this date will not be reimbursed by the County. 2. This contract shall expire on December 31, 2008. Any costs incurred by the Awardee beyond this date will not be reimbursed by the County. The term of this agreement and the provisions herein may be extended by the County ( to cover any additonal time period during which the Awardee remains in control of the CDBG funds or other assests, including Program Income to support CDBG eligible activites. Any extension made pursuant to this paragraph shall be accomplished by a writing by the County to the Awardee. Such notice shall automatically become a part of this contract. 3. This contract may, at the sole and absolute discretion of the County and OCED, remain in effect during any period that the Awardee has control over contract funds, including Program Income. However, the County shall have no obligation or responsibility to make any payment, except those described within Section Ii, Paragraph Y, or provide any type of assistance or support to the Awardee if this contract has expired or been terminated. B. Suspension 1. OCED may, for reasonable causes as determined in OCED's sole and absolute discretion, temporarily suspend the Awardee's operations and authority to obligate funds under this contract or withhold payments to the Awardee pending necessary corrective action by the Awardee or both. Reasonable cause shall be determined by OCED, in its sole and absolute discretion, and may include, but is not limited to: a. Ineffective or improper use of these contract funds by the Awardee or any of its subcontractors; b. Failure by the Awardee to materially comply with any term or provision of this contract; C. Failure by the Awardee to submit any documents required by this contract; or d. The Awardee's submittal of incorrect or incomplete reports or other required documents. 2. In the event of a default by the Awardee, OCED may at any time suspend the Awardee's authority to obligate funds, withhold payments or both.' These actions may apply to only part or all of the activities funded by this contract. 3. OCED will notify the Awardee of the type of action to be taken in writing by certified mail, return receipt requested, or in person with proof of delivery. The notification will include the reason(s) for such action, the conditions of the action, and the necessary corrective action(s). OCED will give the Awardee reasonable opportunity to rectify any action or inaction referenced above. C. Termination 1. Termination at Will This contract, in whole or in part, may be terminated by OCED upon no less than ten (10) working days notice when OCED determines that it would be in the best interest of OCED and the County. Said notice shall be delivered by certified mail, return receipt requested, or in person with proof of delivery. 2. Termination for Convenience OCED may terminate this contract, in whole part, when both parties agree that the continuation of the activities would not produce beneficial results commensurate with the further expenditure of funds. Both parties shall agree upon the termination conditions. OCED, at its sole discretion, reserves the right to terminate this contract without cause upon thirty (30) days written notice. Upon receipt of such notice, the Awardee shall not incur any additional costs under this contract. OCED shall be liable only for reasonable costs Incurred by the Awardee prior to notice of termination. OCED shall be the sole judge of "reasonable costs." 3. Termination Because of Lack of Funds In the event of a funding short-fall; or a reduction In federal appropriations, or should funds to finance this contract become unavailable, OCED may terminate this contract upon no less than twenty -four (24) hours written notification to the Awardee. Said notice shall be delivered by certified mail, return receipt requested, or in person with proof of delivery. OCED shall be the final authority to determine whether or not funds are available. OCED may at its discretion terminate, .renegotiate and/or adjust the contract award whichever is in the best interest of the County. 4. Termination for Substantial Funding Reduction In the event of a substantial funding reduction of the allocation to the Awardee through Board of County Commissioners' action, the Awardee may, at its discretion, request in writing from the Director of OCED a release from its contractual obligations to the County. The Director of OCED will review the effect of the request on the community and the County prior to making a final determination. 5. Termination for Breach OCED may terminate this contract, in whole or in part, when OCED determines, in its sole and absolute discretion, that the Awardee is not making sufficient progress thereby endangering ultimate contract performance, or is not materially complying with any term or provision of this contract. Unless the Awardee's breach is waived by OCED in writing, OCED may, by written notice to the Awardee, terminate this contract upon no less than twenty-four (24) hours notice. Said notice shall be delivered by certified mail, return receipt requested, or in person with proof of delivery. Waiver of breach of any provision of this contract 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 contract. The provisions herein do not limit OCED's right to legal or equitable remedies. 6. Penalties for Fraud Misrepresentation or Material Misstatement In accordance with the Code of Miami -Dade County, Section 2- 8.4.1, any individual or corporation or other entity that attempts to meet its contractual obligations with the County through fraud, misrepresentation or material misstatement, shall have its contract with the County terminated, whenever practicable, as determined by the County. The County may terminate or cancel any other contracts which such individual or other subcontracted entity has with the County. Such individual or entity shall be responsible for all direct and indirect costs associated with such termination or cancellation, including attorney's fees. The foregoing notwithstanding, any individual or entity who attempts to meet it ^- -• �� - ^••�� f -11A micrnnrPRP.ntation or material misstatement may be disbarred from County contracting for up to five (5) years. 7. Payment Settlement If termination occurs, the Awardee will be paid for allowable costs incurred in carrying out activities required by this contract up to the date and time of termination. D. Renegotiation or Modification 1. Modifications of provisions of this contract shall be valid only when in writing and signed by duly authorized representatives of each party. The parties agree to renegotiate this contract if OCED determines, in its sole and absolute discretion, that federal, state, and/or County revisions of any applicable laws or regulations, or increases or decreases in budget allocations make changes in this contract necessary. OCED shall be the final authority in determining whether or not funds for this contract are available due to federal, state and /or County revisions of any applicable laws or regulations, or increases in budget allocations. 2. CONTRACT EXTENSION The County shall have the right to exercise an option to extend this contract for up to one year beyond the current Contract period and will notify the Awardee(s) in writing.of the extension. This contract may be extended beyond the initial year extension period upon mutual agreement between the County and the Awardee(s), upon approval by the Director of the Office of Community and Economic Development. E. Right to Waive OCED may, for good and sufficient cause, as determined by OCED in its sole and absolute discretion, waive provisions in this contract or seek to obtain such waiver, from the appropriate authority. Waiver requests from the Awardee shall be in writing. Any waiver shall not be construed to be a modification of this contract. OCED's failure to exercise any of its rights under this contract, -or OCED's waiver of a provision on any one occasion, shall not constitute a waiver of such rights or provision on any other occasion. No failure or delay by OCED in the exercise of any right shall operate as a waiver. F. Budget Revisions and Changes to the CDBG Eligibility Activity Title 1. Revisions to the Budget (Attachment B) shall be requested in writing and must comply with OCED's Contract Compliance Manual. These revisions shall not require a contract amendment unless the amount of this contract is changed or unless otherwise required by OCED. All budget revisions shall require the written approval of OCED. OCED shall have no obligation to approve payment of expenditures incurred prior to the approval of the budget revision related to such expenditures. 2. Budget Revisions Through County Resolution Should a portion of the funding allocation to the Awardee be rescinded by action from the Board of County Commissioners, written notification via certified mail to the Awardee advising of the funding reduction shall be sent by OCED no later than 5 working days of the action; written notification will constitute a contract amendment. The Awardee will have five working days upon receipt of certified return receipt notification to submit a revised budget reflecting funding adjustments. Should the modified budget not be received within the specified time, OCED will revise the budget at its discretion. OCED in its sole and absolute discretion will determine whether Scope of Service (Attachment A). Revisions to the Scope of Services, when required, will be negotiated to the mutual satisfaction of both parties. ( 3. Revisions to the CDBG eligibility activity titles under which this contract's objectives are classified as noted in the Scope of Services shall not require a contract amendment. G. Disputes In the event an unresolved dispute exists between the Awardee and OCED, OCED shall refer the questions, including the views of all interested parties and the recommendation of OCED, to the County Manager for determination. The County Manager, or an authorized representative, will Issue a determination within .thirty (30) calendar days of receipt and so advise OCED and the Awardee, or in the event additional time is necessary, OCED will notify the Awardee within the thirty (30) day period that additional time is necessary. The Awardee agrees that the County Manager's determination shall be final and binding on all parties. H. Headings The section and paragraph headings in this contract are inserted for convenience only and shall not affect in any way the meaning or interpretation of this contract. Minority Participation In order to gain greater Black business participation, the Awardee may submit its ' contracts to the County Manager for bidding and award in accordance with County policies and procedures. J. Proceedings This contract shall be construed in accordance with the laws of the State of Florida and any proceedings arising between the parties, in any manner pertaining or relating to this contract, shall, to the extent permitted by law, be held in Miami - Dade County, Florida. K. Independent Private Sector Inspector General Reviews Pursuant to Miami -Dade County Administrative Order 3 -20, the Awardee is aware that the County has the right to retain the services of an Independent Private Sector Inspector General (hereinafter "IPSIG "), whenever the County deems it appropriate to do so. Upon written notice from the County, the Awardee shall make available to the IPSIG retained by the County, all requested records and documentation pertaining to this Agreement for inspection and reproduction. The County shall be responsible for the payment of these IPSIG services, and under no circumstance shall the Awardee's prices and any changes thereto approved by the County, be inclusive of any charges relating to these IPSIG services. The terms of this provision herein, apply to the Awardee, its officers, agents, employees, subcontractors and assignees. Nothing contained in this provision shall impair any independent right of the County to conduct an audit or investigate the operations, activities and performance of the Awardee in connection with this Agreement. The terms of this Article shall not impose any liability on the County by the Awardee or any third party. L. Notice and Contact OCED's representative for this contract is Jonathan Johnston. The Awardee's representative for this contract is Stephen David. The Awardee's principal office is at 6130 Sunset Drive, South Miami, FL 33143. The Awardee's telephone number is (305)- 668 -7237. In the event that different representatives are designated by either party after this contract is executed, or the Awardee changes its address, notice of the name of the new representative or new address will be rendered in writing to the other party and said notification attached to originals of this contract. M. Name and Address of Payee When payment is made to the Awardee's assignee, the name and address of the official payee is: NIA N. Waiver of Trial Neither the Awardee, subcontractor, nor any other person liable for the responsibilities, obligations, services and representations herein, nor any assignee, successor, heir or personal representative of the Awardee, subcontractor or any such 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 Contract, or the dealings or the relationship between or among such persons or entities, or any of them. Neither Awardee, subcontractor, nor any such person or entity will seek to consolidate any such action in which a jury trial has been waived. The provisions of this paragraph have been fully discussed by the parties hereto, and the provisions hereof shall be subject to no exceptions. No party has'in any way agreed with or represented to any other party that the provisions of this paragraph will not be fully enforced in all instances. O. Assignment The Awardee shall not assign, transfer, hypothecate or otherwise dispose of this contract, including any rights, title or interest therein, or its power to execute such contract to any person, company or corporation without the prior written consent of the County. P. Third Parties This agreement is intended for the sole and exclusive benefit of the parties and is not intended to benefit any third party nor shall if be deemed to give rise to any rights in any third party. Q. Survival The parties acknowledge that any of the obligations in this agreement, including but not limited to Awardee's obligation to indemnify the County, will survive the term, termination, and cancellation hereof. Accordingly, the respective obligations of the Awardee and the County under this agreement, which by nature would continue beyond the termination, cancellation or expiration thereof, shall survive termination, cancellation or expiration hereof. R. All Terms and Conditions Included This contract and its attachments as referenced (Attachment A - Scope of Services; Attachment Al — Action Steps; Attachment B - Budget; Attachment B -9 Idemnification and Insurance Requirements; Attachment C - Progress Report; Attachment D - Information for Environmental Review; Attachment E - Certification Regarding Lobbying; Attachment F - Publicity, Advertisements and Signage ) contain all the terms and conditions agreed upon by the parties. Attachment G — Job Creation Verification IN WITNESS THEREOF, the parties hereto have caused this thirty-one (31) page contract to be executed by their undersigned officials as duly authorized, this day of 2007. AWARDEE: The South Miami Community Redevelopment Agency Fo 'o BY: NAME: Stephen David TITLE: Acting Director MIAMI -DADE COUNTY BY: NAME: George M. Burgess TITLE: County Manager DATE: _ /Z,-© 7 BY: (�� . �?2 a ✓L�u ' ATTEST NAME Maria M. Menendez BY: 424 TITLE: TITLE: Clerk, Board of County DATE Witne: BY: BY: Type or Print Name Federal ID Number: 31- 180 -3315 Resolution MR1449 -03, R160 -05, R41 -07 Awardee's Fiscal Year Ending Date: 9130107 CORPORATE SEAL: Commissioners CONTRACT IS NOT VALID UNTIL SIGNED AND DATED BY BOTH PARTIES D m O T W mopv��pc g < �ZZi R TLnin K n =K -o O N N 3 Z m � r C 0 y A c m t�l �N A G A C G OT O .. 'S� �im n A CW y-1 m m O <<mDO Ni A n :.. A ."n N C A :. 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C � -i m D z ti 7 p m (m� p 3N va rz N 2 C m� N � �m C ° r G m O 0 W E� z H Z Z OC C C C A C Z Z 2 O z } N N N v a m m m m ' C � N C r m m �jy �22 m0 m f70 D m0 ' �•'.O O -C m0 C) OZZ O TO :'.0 mp mmC000 �i7 A00 � C D~ T a. N m 3 i1 z IiA Q Z1 z K c G yy Z mz O A Z Z Tr N G Z C C _� b y O( on z'z'� mz O A z Z Y`h y C 2 C C C £ p z'1 y C K ALE' -y c 30 "'E m K z m A z ~ !n O D G O 2 �� 5 �O z Z T RR]] m .m-� Sm m Om o a0+ mp fm z �° 44 r W m W S m m O m N O n ° "�z �m z zz E. y y W N.TAO m ?° �mm�oac>iry �`O N --' r� m y O 3 m A "'� ('?y 3 N 'Z - -. L7 O y N N m� o-tZ Z a fit C3 r-� n ��To z_ yy �zcol�' �ng�56m�E��n��?��nAy'b�m y o 5 o:: -mow O $� �m�- i[} � o $� fi �� _.-' o`s�,KVZaco zCZy+ �• m S Z A O ?v y O m z.m �S y: C 3 T O.ti C.y ..� rtm�lm ryy �T v� 43:03zOm 3y OZ O7 � m �x Z p0O �m pC v p "'� C y AT000�ryy� b.v �� Omz OVK4 �rx- zb A .'� T -3p s^ O L70 yry�rm -'< zZ 2�pw2z O� m A .y NOy m0 T � myom a 7 =� tA� cNi Spy c�xm <.A 3 <� ?o z -y N` +� N `<yn 2 a 3 v Cp y p.n^y 2 0m = y < =i tic n T it z O s Oy (-1z�i f�mn s: O m* -O� mo 'v A p S E p to A m O r0 z O E''se� 3 Se m n ., m p0 A 0 '- N,x�` ?p s g m N Z S A Z m o 5i ME m m z m m z m O Eli SI 32,. .'p m C C 3 A D V v mm < m A �s mm I A C b z o ¢ m m m CN E ATTACHMENT The South Miami Community Redevdopcnent Agency Foundatbn Inc. Summary Budget July 12008 through December 31 2008 CATEGORIES BUDGET I TOTAL TOTAL AMOUNT OCED ALL NON SOURCES OCED PERSONNEL 0 0 0 CONTRACTUAL 521,569 0 521,569 SERVICES OPERATING 0 0 0 EXPENSES COMMODITIES 0 0 0 CAPITAL 12,873,431 394,000 13,267,431 OUTLAY TOTAL 1 13,395,000 394,000 1 13,789,000 zxaMOWaxv 9 0 C CL 4- to ap 3 1 � ic. s b 0 Z7 AM A i 1&%-JC 1YJJP J 1 A D-1 AM INDEMNIFICATION AND INSURANCE REQUIREMENTS FOR PUBLIC SERVICE AND ECONONIIC DEVELOPMENT A + (,,nit'actor shall indemnify and hold harmless the County and its officers, employees, agents and instrumentalities from any and all liability, losses or damages, including attorneys' fees and costs of defense, which the County or its officers, employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to or .resulting from the performance of this Agreement by the Contractor or its employees, agents, servants, .partners principals or subcontractors. Contractor shall pay all,claims and losses iii connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the County, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorney's fees .which may issue thereon. Contractor expressly understands and agrees that any insurance protection :re. uired•by this Agreement•or otherwise provided by Contractor shall in no way limit the responsibility to indemnify, keep and save .harmless and defend the County or its' officers, employees, agents and instrumentalities as herein provided. The Contractor shall furnish to Miami Dade County, do Office of Community and Economic Development, 140 West Flagler Street, suite #1000, lviiami, Florida 33130, Certificates) of Insurance which indicate that 'insurance- coverage has been obtained which meets the requirements as outlined below: A. Worker's Compensation Insurance for all employees of the Contractor as required by Florida Statute 440. B: Public Liability Insurance on a comprehensive basis in an amount not Iess than'$300,000 ( combined single limit per -occurrence for bodily injury and -property. damage. Miami- Dade County must be shown as'an additional insured with respect to. this coverage. C. Automobile Liability Insurance covering all owned, non - owned and hired vehicles used in connection with the work, in an amount not less than $300,000 combined single limit per occurrence -for bodily injury and property damage. -All insurance policies required above all shall be issued by companies authorized' to do 'business under ,the la;Ns -of the State of Florida, with the following qualifications: t. The company;must be. rated no less ,than `B" as to management, . and no less -than `.`Class. wcial si bgtti ' by the ;latest edition e; published'by t 3 A:lt!1: "Best Company, Oldwicl, New Jersey, or its equivalent, subjeet-to file approaI of, the County Risk Management Division. or The company must hold a valid Florida Certificate of Authority as shown in the latest "List of All Insurance Companies Authorized or Approved ' to Do. Business in Florida" issued by•the State of Florida Department of Insurance and are members of the Florida .Guaranty Fund. ificates will indicate no modification or change in insurance shall be made without thirty (30) days in advance notice to the certificate holder. ATTACHMENT C _ ....... � ... ... - FY 2007 � � ... • . ' . . Rr� ~RESS REPORT "Select quarter ( ✓) 1" JAN -MAR 2"O APR -JUN 3" JULSEP ANNUAL REPORT RT 1: Activity Information 1. Agency Name: 1. Project Title: t. Activity Name: m Z X4!�M _ �I S d, y�Z�,o �v�" d: Category: Activity Address: -� ,J C4 y_�i'r�tr�, -�- 'I,v a SG(f .�, �j� NC b. Commission District: '. Activity Description: �� c C7it/T t3 GLG.y T2r�') �"i7r� F'c�'I7' S/ 7�0 /, it1 t[c'�7T f /V 20 elij, Z Lolyoznlc- zoigyez6 r°n7e-FkJi IVAIVJ f}2f 017,0enCLF— t-; J - i��rD%aZr- 61S No.: 9. Source: 10: Grantee Activity #f: Funded Amount: Matrix-Code: 12. Index-Codc. ENTER YES Y) OR NO (N)F6R QUESTION& 14 TO. 17 14. _.elp Prevent Homelessness ?: -t& Primarily Help Persons With Disabilities ?: - 13. National'Objective: 15. Help Those With HIV/AIDS?: 11. Generate Program Income?: )TCATE ALL THAT "PLY WMf "X" FOR 4UESTIQINS 18 TO 24 3cction 108:, 19.On6For- -One Replacement: 20. Displacement: 21. Float Funded:- 3p&W Assessment:. .23. Revolving Loan Fund: 24. Favorod Activity: n.r ' +L.j:...,. }tr.•. : `iC;4':�.^'".T c:4:ry:ti �.+ � := v::1Fi::- :ti'(,i.f5• : rti Pf t:.•: � � -,y M i �t $J�at t'wN.E•fr 'f ay i�sa t�'h'"*+X'+�. 'T3,'L,4�,cA qi �k,l. !,'S.'i t' '�, .,� ^Y �e-�t ..G„�,k h'r kY �. .�}.-kT' k'i1.3 :•�'•' � �. t. :t : .� ) •�.l q..' r � t �4 �i+x+'L n M (' `� ,{r � i. f 1It � t. �,. V kZ� 'GJtiY� "'`51Y. tIi i .'�Z { tM: G'.T � >Y •:�}� `I4� S t�f .n . {' Y °. oatl'rincipalBalance., dieate -if the activity is located in CDF1 Arta or Strategy Area GS: . na Identifitr. ' diquidatcd Obligations: .. ... - Area Benefit Information (complete this part'if the national objective is L") ent of Low/Mod in Service Area: 2. Survey or Ctnsus Track determination? (S /C): ;us Tract: - - —16', o3' 4. Block Groups: 2d, 6 ei. i �0 3 Pave 1 n( 17 ATTACHMENT C l�ta;! i_ 1'1 amt Benefit lnfiwmation [c�w»pl�te_this part if the National Objective jj!LMC. UL 11 LUJ 1_ Counts by Households or Persons? (H/P): 7. Total Number Benefiting from the Activity. i i, 3. Number of Female Headed Households: a. Number of persons served in Entitlement Area: 2 r> t0 n 5, Number of persons served outside of Entitlement Area: C., to 6. Method of Verification by the Agency: (_ �, 5"4 < f�,y 1- 7. Presumed Benefit? (YIN): 9, Nature/Location Narrative: S. Nature/Location? (YIN): Direct Benefit by Race/ Ethnic Category Note: The beneticiaryinformation must be cumulative total from While Black or Africa■ American / Asian v Awtrian Indiatt/Alaskin Native Native Ilawaiian /Other Pntirie Islander American Indign/Alaskan Native & White Asian do White Black AttidnAmerican. & WMIc Amtricas I"an or Alaskan Native & Black Atrican AmtYican Other Multi — Racial Totals start date. xaI 9; Sttrrrucsn!gjUK 8"a rnrQrmarton (corr>tple ;g rnts;part• ti rne'Nattonal D6�ective is SBA llilt.tdi J xcentage of Deteriorated Buildings:^ 3. Public- Improvement/Conditio ' -.'1.. . am/Blight-Designation Year: Job CreationMetention Inforinatiotii (comtaletr this pert if the National Objective is b" y ie 1 ATTACHMENT C abRe 2- Job CreatiohlRetention Information Type Total Job Count -Full Time Job Total Job Count-Full Tithe- Low/Mod Total .Hours Part time Total Hours-Part. Percent of . Time- Low[Mod 'Low/Hod Jobs' Expect to Create )the, r, D 11 of Units expected at Com letion Ow. Expect to Retain 4 of Units actually :�om leted Indian/Al'askan Actually Created Actually Retained isplaced MT 6: CDBG Multi -unit Activity Set Up and Completion Information(for LM" activities) ble 'i Units Total Occupied Occupied Low/Mod # of Units at Start Asian/Pacific )the, 11 of Units expected at Com letion Ow. 4 of Units actually :�om leted Indian/Al'askan CitK tie 2 C e Autltor.ized Costs Actual Costs.. :DBG HispAnic Asian/Pacific )the, Tract Or Ow. T 7: Displacement Information (comJilete this part if displacement has occurred) ype Census White Black HispAnic Asian/Pacific American Tract Or Indian/Al'askan CitK isplaced om :training In .locate To r B. -Replacement' Information (complete this pact if.One -tor One Replacement has occurred) PC Demolishe&Converted Address ReplacementAddress fBaclrooms reement executed date ailable Date 9: Activity Status1AecornWishments Information (complete this_nart for all tvnes_of activities) :tivity Status (Circle One): 1. Cancel 2. Completed 3. Underway :tivity is considered to be completed when it meets the National Objective and after all the funds are drawn) 1pos -•t Accomplislunent Type: 3- Proposed # of Accomplishment Units: tua� .,complislunents Type: 5. Actual Il of Accomplishment units during the year. nronmental Assessment Code: 7. Create Program. Income? (YIN): ATTACHMENT C mmplishment narrative for the Current Program Year (Please make sure that accomplishments during the current..: x are only included. xirr,-- -n 6 lines) / . w / M �i J/ l.i /.a .7 • r / Js. i > a / i �► fining below X, ,verify that the information in this report is accurate ippropriate records have been maintained. fired By: Date: wed By: Date: FOR OCED USE ONLY Verified for completeness and accuracy by: - Contract Officer. Date: Manner.. Date:. :MM &ection Supervisor. Date: 'lannirig•Section Supervisoi: Date: 'ivision Director. Date: drain. Support Staff: IDIS UPDATE: ATTACHMENT C QUARTERLY PROGRESS REPORT INSTRUCTIONS 1RT 1. ACTIVITY INFORMATION Agency Name: Enter the Name of the Agency Prr- -t Title: Agency Acronym and the Title of the Project (60 characters maximum) Ac. .ty Name: Agency Acronym and the name of the activity (40 characters maximum) Category: Enter the Category of the activity (e.g. Housing, Public Service, Ecc.. Dev etc.) Activity Address: Enter the complete address of the location where the activity is taking place Commission District: Enter the Commission District ft where the activity is taking place Activity Description: Enter brief description of the activity (120 characters maximum) IDIS No.: Enter IDIS No. of the activity. Source: Enter the funding source (e.g. HOME 95). Grantee Activity fl: Enter the Grantee Activity No.(E.g. 13.00.020.235) Matrix Code: HUD Code applicable to the activity. Index Code: Enter the Index Code from FAMIS National Objective: Enter the National Objective applicable to the activity. Help Prevent Homelessness ?: Enter Y if the purpose of the activity is to prevent homelessness; otherwise enter N. Teip those with HIV /AIDS ?: Enter Y if the purpose of the activity is to help persons with HIV /AIDS; otherwise enter N. ' rimarily help Persons With Disabilities ?: Enter if the purpose of the activity is primarily help persons with disabilities; itherwise enter N. ;enerate'krdgrain )income ?: Enter Y if this activity is expected to generate Program Income; otherwise enter N. 'ection 108: Enter X if this activity is funded. in whole or in part using proceeds from loans guaranteed under Section 108. Me for orle Replacement: Enter X if this activity is a One - For -One Replacement Activity lisplacement: Enter if this activity involve.a displacement activity 'loat Funded: Enter X if this activity is a Float Funded activity pecial Assessment: Enter X if this activity is a public improvement activity for which a special assessment will be levied: :evolving Fund: Enter if this activity is funded through a revolving fund. - avored•Activity: Enter X if this activity is an- economic development activity that is of important national'interest and therefore .ay be excluded from the aggregate public benefit calculation. loaf' -ineipal Balance: Enter the Float principal balance if this is a float funded activity ides : iif the activity is located in CDi+I Area or Strategy Area: Enter C or.S depending upon whether this activity.-is located in CommudityDevelopment Financial Institution (CDFI)'or a Neighborhood Revitalization Strategy Area. rea Identifier: If you entered C or S in the previous field, enter the Area Identifier. tlicluidated Obligation: Enter the amount of orders placed. Cgntracts and grants awarded, goods and services received, and nilar transactions for which expenditure has not- been reported as of the end of the reporting period. f 2. AREA BENEFIT:INFORMATION reent of Lowy lMod'in service area: Enter the percentage of love /mod persons in the service area. rvey or Census Tract deteinmination:' Enter the method by which the percentage of low /mod'in'the servicd area was determines. ter S for Survey and C for Census. ' nsgs Tract: Enter the Census Tract for the WA Service Area. tfk {Groups: Enter the Block Groups associated with the Census Tract. . _ .�.�...._.� �.-_. �..... ........,.... ...�.....: - - - . - .' s. -- - , a. -r �. _ .._ a. "'..;.c '. ..- - -- - � -- -. -. .�? Td-w_ ��•'..:,,Ga;4r .�`:r ',;.:,jyyv`.,i L »dvi re unts'by.IIouseholds orPtrsbns? (t7/P): Enteri' fgrLMC acLMJ activityanii -Hfoi IMH activity:rst3 `a1 Nntbtber Benefiting from Activity: Enterlhe total number ofperso is beuc5ting -from the activity:: tuber of Female Headed Households: Enter the total number of female Headed Households. This field is not applicable to LMC LMJ activities. nber ofpci sons served in Entitlement Area: Enter the total number persons served in Entitlement -Area nber of persons served outside of Entitlement Area: Enter the total number•-of persons sewed outside of the Enfitlement•Arca.' ` hod of verification by.the'Agency: Enter' the method.used by the Agency in determining the: number ofpersons served inside 4 outside of the Entitlement Area. Burned Benefit? (YIN): Enter Y if this activity is designed to exclusively.serve a category ofpersons.presumed by HUD to be mod income. Please note that presumed benefit groups nre•limiled to: abused children, battered spouses, elderly persons, )led adults, illiterate adults, persons living with AIDS; homelesg and Migrant Farm Workers. This field is not applicable to LMI-1 LMJ activitim iro ation: Enter if the activity is considered Iow /mod because of the nature of the activity and the place it is being carried flu.. veld is not applicable to IM-1 and LMJ activities. xc/Location Narrative: Enter a description of how the NatureA ocation of the activity benefits a limited clientele, at least 51% ' rom are low /mod income. ATTACHMENT C f 4: SLUMIBL1(; T AREA INFORMATION (complete this part if the national objective is 38A) undanier. Enter a description of the boundaries ofslum/blight area (180 charms maximum) of deteriorated. bajldings: Enter the pere ntage of buildings-that were deteriorated when the area was designated as slum/blight... blic 7- 1provement/Condition: Fitter a brief description identifying each type of improveniait located within the aica and its condition at the C d., a was designated slum/blight(40 characters maximum). =dBtight Designation Year: Enter the year the area was designated as slum/blight. '5: JOB CREATION /RETENTION INFORMATION (complete this part if the National Objective is LMJ [, Direct or Deferred Payment Loan Information: If CDBG assistance for a job creationfretention activity is provided in the form of a loan, ter the Interest Rate, Amortization Period and the Amount. )BG.Grsnt Amount: IFCDBG is being used to provide assistance in a form other than a direct or deferred loan, enter the amount provided for S activity. Enter the information about jobs expected to create, expected to retain, actually created and actually retained. 6: CDBG MULTI -UNIT ACTIVITY SET UP AND COMPLETION INFORMATION : Enter details of # of units at start, # of units expected at completion and H of units actually completed Enter the details of costs associated with the activity. 7: DISPLACEMENT INFORMATION e requested displacement information in the table 8: REPLACEMENT INFORMATION -relevant information in the table regarding Replacement as a result of this activity. 9• ACTIVITY STATUS /ACCM HE OPLISMNTS INFOkMATION(complete this part for all types of.activities) vity Status: Circle 1, 2 or 3: Please note that an activity is considered lobe completed once it meets its national objective and all the funds are• ri from IDIS. iosed Accomplishment Type: Enter 1= People, d= Households, 8= Businesses, 9--Organizations, 10= 14ousing Units, 11= Public Facilities, obs. osed # of accomplishment Units: Enter the proposed It ofunits to be accomplished. al:accomplishment type: Enter the actual accomplishment type, al # of accomplishment units during the year Enter. the actual units accomplished. - roumental Assessment Code: Enter A= Exempt, C= Completed, D--Underway to Prograrii Income :•Enter Yes or No, i1' t' .ii .ref' :. sit .I`q'. r: a.l�. ••ir �..� .7,.y. r rJ: fr _ ,��Y•.;. r. �3�' +': e`j =T.;, 1p Le`� a`'eY 2s :h a *r tr;;�;t • ., t 1 � e 4.t .. J', y .�. r7 y a F-1',yvt % :t'i%,�.:y s.�y r /l +-.. .. ".:+ 4 e' � Sj. ^'� ATTACHMENT C SECTION H.- FISCAL- INFORMATION XNERAL INSTRUCTIONS This portion of the report must include only OCED funds and expenditures covered by your organization's contract with OCED. This section of the report covers fiscal activities from the beginning of the contract'date'through the cut -off date covered by the report. BUDGET AND EXPENDITURES APPROVED BUDGET For each-category, list the amount of funds allocated in the most recent approved OCED budget for your contracted activity. PROJECTED List the project expenditures through the cut-off date of the report for each of the ,budget categories. tEYlYZI3U>itSED List the contract expenditures that OCED has reimbursed to your organization through'the cut-off date of the report. AC'xTUAL - List ALL the contract expenditures, whether or not they have been reimbursed by the' County, OCED that your agency. incurred through the cut-off date of the report. :. .3jECTED )EXPENDITURES FOR NEXT REPORTING `PERIOD ' - PROJECTED CUMULATIVE, EXPENDITURES BY THE END OF CONTRACT PERIOD List all the expenditures -that your organization anticipates will be incurred in the- implementation of the contracted activities through the end of next reporting period. List all expenditures that your organization anticipates will be incurred in the implementation 'of the contracted .activities through the end of the contracted period: ]'are 7 of 12 J N �O GR m w n N cra �y O co o'w .' . '�1' MJ Qi cD ' n cD CL cu w � cu CD fv R, y d z n CL o CD k y cu `� cn cn 0 CD � o CP o. a. 0 C b � n � ;3 rl �).�� 'ice,, � \•V •�� �i ~'� .. �. y lJ A � z cra �y O co A J'! M, z 0 o'w .' . '�1' MJ Qi cD ' n cD CL cu w � cu CD fv A J'! M, z 0 SECTION HL MINORITY BUSINESS ENTERPRISE DATA SPECIFICINSTRUCTIONS NAME OF CONTRACTOR/ SUBCONTRACTOR OR VENDOR, ADDRESS, AND TELEPHONE NUMBER: VENDOR ID #: ATTACHMENT C Enter this information only once on each report for each firm receiving funds through your organization's contract with OCED. Enter the Employer Number that I.R.S. has assigned to the Vendor /Subcontractor. Each vendor must have unique identifier. PRIME CONTRACTOR ID #: Enter the Employer Number that LIZ-S. has assigned to the Prime Contractor as a unique identifier. This information must be provided for each vendor listed. RACE/ETHNIC GROUP: Enter the numeric code (I through 6) that identifies the r.acial/ethnic background of the owner(s), and controller(s) of 51%-of the business. If 51% of the business is.not controlled by any•single racial or ethnic group, then enter the code that seems most appropriate. The codes are listed at the bottom of the form. TYPE OF TRADE: AMOUNT OF•CONTRA.CT/ SUBCONTRACT OR 'X-URCHASE: TOTAL: AFRICAN AMERICAN CUART Enter the numeric code that best describes the con tractor 's /subeontractor'sIvendor's services. The codes are mentioned in .the front of this page. Enter the total amount expended for goods, services, supplies, and/or construction. costs for each vendor, contract and - subconti-acL in cases'where commodities or equipment purchases comprise the majority of the expenditures for the period', then combine all expenses for the reported-period. Enter the total amount- of dollars expended, on goods, services, supplies, and/or construction for all contracts, subcontracts, and purchases that occurred during the reporting period. NUMB.EROF.,COIdTRACTORS, Enter. number• ofAfricanAmerirnn :firins;tlia'ttraasazted. `':' -" + r a , SUBCONTRACTORS OR bnsincsa iwith your orgAnization eluring the'reporting period.° !"'Vi, ) .h i t ti .`•,1 ki I r `,tii i •r ' {END())RS: k -This inforination-�mn'st lie'reported for organizations vfith of >r least 51 °/. African American ownership or control_ TOTAL DOLLARS AWARDED: Enter the total dollars paid to African American firms during the reporting period. PERCENTAGE OF TOTAL Enter the percentage'of total dollars received by African ,;CTIVM: American firms from funds expended by your organization during the reporting period_ I PaCc 9 of 12 %0 - rn > -U — — -1 — Z > < 0 in M .�U> ZFTI>_ Z P' -J- m > > -;�: ,7 rn 0 r" F' > ;u ;u Z > 0. 0 �.z > C: Z Z -0 C/3 0 m ... ;)U> m 0 ' -n 4 0 O a . Z co � rn C 0 0 z C40 3E z 46- 0 ro 0. 10 0. 1=3 cD -a A :E CD C) w ov 0 0. g fu ":o C= O-D CL 3: 0 CI-0 0000 ck:z r" om CLj'z; > CL 0-co-O CA 0 0 CD U2 n).fo 0 TZ c 0 C 0 03�m > C.) -1 0 jo-- � 0— 1 o > cn z 0 0 0-4 - > (n O 0 c-I 0 0 CD •0 A (7) td 0 ti M C4 b� '13 E ff 2 0 -V -n m > -11 �u 0 400 M m O 0 c-I 0 0 CD •0 A (7) td 0 ti M C4 b� '13 E ff 2 U.S. HUD SECTION 3 REPORT ATTACHMENT C IV _ .REE — SUMMARY — Indicates the efforts made to direct the employment and other economic opportunities .rated by HUD financial assistance for housing and community development programs, to the greatest extent ible, toward low — and very low- income persons, particularly those who are recipients of government assistance for :ing. (Check all that apply_) I Attempted to recruit low - income residents through: local advertising media, signs prominently displayed at the project site, contracts with community organizations and public or private agencies operating within the metropolitan area (or metropolitan country) in which the Section 3 covered program or project is located, or similar. J Participated in a HUD program or other program which promotes the training or employment of Section 3 Residents. I Participated in a HUD program or other program which promotes the award of contracts to business concerns which meet the definition of Section 3 business concerns. I 'Coordinated with Youth build Programs administered in the metropolitan area in which the Section 3 covered project is located. Other, describe below. ' ::� :< � i;Y'T �k r �� �� ..y:•, w�..a,. i + _ . I ri � w t'. � ' t ,� 'i} 3 A J ilr' Y r % f �r• r- .,t- yr � �!1 .�rM1.rr ` A• y„ F J•:�:.%r'!y `:.lia�:.t;J;�r '/ S A: 1 lY..r. 5 . 1 r •y ;e' h .w r .\ I -'• � l ke ��x* 3 4'.r•. #•r..��- cr�rr .}rr�t t } � � JH4j `r•}g f. R \' r•i•\ jL -•, { ' 4 +�. �i° sr. �' J' Y, f ./L4 '�'� 31 �i '''r.3 1 1 (. (G�f i).. -.. f % -f $' SECTION 1V':- U.S. HUD SECTION 3 REPORT comic Opportunities for Low & Very Low - Income Persons in Connection with Assisted Projects ENCY NAME: ENCY ADDRESS: 'ORT REVIEWED /.APPROVED BY: ATTACHMENT C PROJECT NAME: CONTRACT AMOUNT: S PERIOD REPORTED: QTR 1 2 3 4 (CIRCLE ONE) TELEPHONE fl: (SIGNATURE) T ONE — EMPLOYMENT & TRAINING — To be completed for each project and submitted quarterly to OCED by April 15, 15, October 15 and January 15. CATEGORY A B C D . E F I G A " Total Total'New % ofNew Total Total % of RACIA JETHNIC CODES 1 2 1 3 4 5 Awarded New Hires who Hires that • Employee Native Employee Asian- Hires are are Trainee Employee Trainee White African Native Hispanic Asian or (Total of Section 3 Section 3 Hours Trainee Hours Amer. Amer. Amer. Amer. Pacific Column Residents Residents worked Worked by Amer. G 115) (131A) hours Section 3 ' Residents Worked (Fij) by Section 3 Residents )FESSIONAL ,D. ,N 1CL . RICAL IS7RUCTION [WIDE 1) DE: DE: DE: DE: DE: ER: AL: • r�. �•� «�: ,ta:J •ry%.ttr:r . ". �:57. •:�'. ,;K � �.ri'r •.. .�j,.Tn •e s�1�. `'lid +."��a. :'!, `��P I"WO— SUBCUNTItACISA�i!ARDED -for goals and services associated wi th dais s• 'r�' •t� Kti: .w'' 8' +�.:• v ?,4•L'i..} ;. . :1rc;::�:GJ v ..,4r tl .t :vet yI :�.,.+• t ' .z "C y` 3, �.�::H •�rl . � r.n...'. v: �' ,t .L x JK1 a e :yr a.p,+l . -.'e :.0 . ',. ONTRACT Total S Tots] S � � •/. B 7'O NUMBER OF SECTION 3 BUSINESSES P:ECEAr IIIG CON'TRA•CTS BY -Amount of Amount of A " RACLkLSrIMC IDENTIFICATION 1 2 3 4 S' 6 Contracts Contracts Awarded Awarded to Whitt African Native Hispanic... Asian- Hasidic Section 3 American American American Americaar' Pacific Jew Businesses -... American 5TRUCTION - TRUCTION ATTACHMENT D Six (6) Pages ( MIAMI -DADE OFFICE OF COMMUNITY & ECONOMIC DEVELOPMENT (OCED) INFORMATION FOR ENVIRONMENTAL REVIEW FORM INSTRUCTIONS: Per 24 CFR Part 58, the purpose of -the environmental review procedures is to foster the implementation of environmentally compatible activities. As a grant or loan recipient, Miami -Dade County will not fund projects that will negatively impact clients, communities, or the environment. Part 1. AGENCY AND PROJECT DETAIL 1. Indicate Funding Source: ❑' CDBG ❑ HOME ❑ HOPE VI ❑ HOMELESS (SROISHP) ❑ EDI ❑ BEDI 2. Indicate Fiscal Year FY 20 S Name of SubrecipientlAgency: - 4..' .Name of Proposed Activity; b. Location Address with Ci ST and Zip) of fivity or Project x.. Site 'Folio Nuin s ; t ••e.••t'..<,'.'r• :y.,eaa• o-, }+ l;ay , • {.,�•.,. .•x. r. .�.o . }: .s�:,. ,��; Je ":; „c. . ,ro 7 .ni 7. Commission District(s): 8.. Direct Contact information of loan/oraant recipient: Name: Address:, City- State: zip: Phbne: Fax: Forth Revised OMIXT 9.• Detailed description of activity or project: y 10. What is the purpose of the activity or project ?, For example, Public Service, Economic Development, Historic Preservation, Capital Improvement, Housing, etc. 11. What is the status of activity or project? For example, Pre - Development Phase, Rehab /Construction Underway, Rehab /Construction Completed, etc. Part Ii. PROJECT OUTCOME Will the activity or oroiect result in the following? YES NO 1. Change in use • 2. Sub - surface alteration (i.e. excavations) 3. New constriction 4. Renovatim or demolition 5. : Site•iniprovements (utilities, sidewalk, larrdsc:a� , storm •:fit. .. .. ..r••. ,t,•:':.• '7• ..,.:, •�aoas rives, efc. ;•< ... •', 6. 13uilduxf nMvernents (windows, doQrs,'etc.j :y... vs•:•' 7. Displacement of persons; households or tiuffiess 8.- Ira ease in population working or liAng. on site 9. Land acquisition 10. Activity in i t?0 -year ftoodplain 11. A new nonresidential use generating at least 1,375,000 gallons of : water or 687,500 gallons of day.__ 12 Use requiring opema ing'permit (i:e. for hazardous waste, mtneatment of • e, etc. 13. A sanitary landfiff or hazardous waste disposal site . 14. Tree removal or relocation 15. Street improvements 16. The impounding of more than 10 acre feet of water (e.g. digging a take or diverting or deepening of a body of water). Si.7 t Part 111. SITE SPECIFIC INFORMATION 1. Land Use: Describe the existing and proposed land use: • Existing? • 'Proposed? 2. Site Plan: Does the proposed activity include a new structure(s) or site imp%vements on a site of one (1) acre or more? ❑ YES ❑ NO If yes, a site elan must be provided. Project(s) will not be environmentally reviewed without a .site plan. 3.. Photographs: Does the activity include new construction, renovation or rehabilitation? .. ❑' YES -El 0 .::x:i ..t' 1 '• 'i \ ".(` ..h .. � "Y',.y N .a s• lfyes;..photographs.must�tie'- provided: of-eachside;( fri6iii;°' rear,and'sid�s )`.'of,fhe`:str`u�tur�s F1=w w ; `; proposed 'for `assistance aril ihertuildings :on the 'adjacent bts ° 'The.° photographs stial( be identified by address. In addition, `provide. €or� each existing structure on the site; the following information: , ? Existing structure(s)'on site • ❑ •YES ❑ 'NO'. • • Estimated age of structure(s)? 4. Value of Improvements: . Does the proposed activity include rehabilitation or renovation of structure(s)? ❑ YES ❑ NO If yes, what is the estimated cost of rehabilitation or renovation? What is the amount sought for funding? in addition, indicate if the estimated value of the improvement represents: ❑ 0 to 39.9 percent of the market value of the structures) [� 40 to 49.9 percent of the market value of the structure(s) ❑ 50 to 74.9 percent of the market value of the structure(s) ❑ 75 percent or more of the market*value of the structure(s) 5. Phase I Environmental Audits: Does the proposed activity involve the transfer of any property, new construction, major renovations of 75% or more • of the structures' market value, or a securing of a loan for nonresidential parcel? ❑ YES ❑ NO if yes, a, copy of Phase I Environmental Audit certified to Miami -Dade County must be ` submitted to determine 'the likely presence of either a release or threatened release of hazardous substance. An audit is 'a review of a site and adjacent properties and involves preparing a history of ownership, land use and zoning for the last, 50 years; -researching environmental records for information on hazardous waste sites, hazardous facilities, solid waste/iandfifl facilities and underground storage tanks (available. through the Department of Environmental Regulations and Management- (DERM), Florida Department of Environmental. Protection (FDEP) and U.S. :.Environmental . Protection Agency (EPA)); and site inspection for physical evidence ' of contamination such as damaged -'vegetation or stains in the soil. Has a Phase l been performed? o YES. � {�' ij NO r ;.a.a '.•.. ;'i'.. gin: i:(.�iJ. '":n eve &ty's`.��."��:�.a, .: <b.,... 47.i �i ..•4 1� .t 1 �... 7 u2 "f { r Y...• < h �a 'F r. s.. .t'. Enwronmenta! Neaith tnf miatieri: .. _ � fi:;� „?� • if • a residential''site,- and the activity includes 'or •i6V*es rehabilitation, has it • Deeri inspected for defective paint surfaces? [] YES. ❑ NO If yes;•please submit the results. • Have any child under the age of seven at the site been tested for elevated levels of lead in the body? ❑ YES ❑ NO If yes, please submit the results. 7. Other Site Information: Part IV. SUPPLEMENTAL REQUIRED DOCUMENTS Required Submittal Documents: 1. For all projects: Submit street/plat maps that depict location of property in the County and /or City with the location or lot clearly pointed out. 2. For new construction projects: Submit a scope of service, an. itemized budget; and a site plan. 3. For housing/building rehabilitation projects only: Submit a scope of service, an itemized budget describing the - major components. of the rehabilitation program planned, and a photograph of the property. 4. . 'For historic proprieties, include, Submit photographs of the property, and a description of any adjacent historic properties that may be affected by your activity. P * rt'V. CERTIFICATION j.dertify to�ttie accuracy of:the information provided. [understand that al! funded :activities must :havo an ap�raved environmental review clearance pdor,to the, commencement .6 + ;i +ter r. 4 r ,rat rA• '' v S l) } Y F cleatiy.,undeistand thaE any omitted andior,incoirect lnfanmahori Wi[l'detay'the irsEt k ••'1 t( 1 rl .. .! .. �. .. .. 1. i.{ ry%.. L. `J<1' t L' h1ai TA C S t3' Rp✓' AS!1 N�'A.� '�'Ji t r environmental itView.process; by.the DCED staff Y As silch; Ijam,,aware °that omitted r. could:: delay -the commencement of .my organization's project. l .understarid environments! reviews are. valid for one (. 1 ) year maximum: Piint Name Signature ..:. _.... _. .Title ie of Organization or Corporation Date Unless otherwise indicated, return completed form and attachments to: j Community Development Division Director Office of Community and Economic Development 140 West Flagler Street, Suite 1000 Miami; Florida 33130 YES NO 1. Flood insurance required? 2. Public water available on site? 3. Public sewer available on site? 4. Children under 7 years of age residing on site or relocating to site (including day care facility)? 5. Hazardous waste disposal facility? 6. Storage of hazardous materials on site? 7. Abandoned structure(s) on site? Part IV. SUPPLEMENTAL REQUIRED DOCUMENTS Required Submittal Documents: 1. For all projects: Submit street/plat maps that depict location of property in the County and /or City with the location or lot clearly pointed out. 2. For new construction projects: Submit a scope of service, an. itemized budget; and a site plan. 3. For housing/building rehabilitation projects only: Submit a scope of service, an itemized budget describing the - major components. of the rehabilitation program planned, and a photograph of the property. 4. . 'For historic proprieties, include, Submit photographs of the property, and a description of any adjacent historic properties that may be affected by your activity. P * rt'V. CERTIFICATION j.dertify to�ttie accuracy of:the information provided. [understand that al! funded :activities must :havo an ap�raved environmental review clearance pdor,to the, commencement .6 + ;i +ter r. 4 r ,rat rA• '' v S l) } Y F cleatiy.,undeistand thaE any omitted andior,incoirect lnfanmahori Wi[l'detay'the irsEt k ••'1 t( 1 rl .. .! .. �. .. .. 1. i.{ ry%.. L. `J<1' t L' h1ai TA C S t3' Rp✓' AS!1 N�'A.� '�'Ji t r environmental itView.process; by.the DCED staff Y As silch; Ijam,,aware °that omitted r. could:: delay -the commencement of .my organization's project. l .understarid environments! reviews are. valid for one (. 1 ) year maximum: Piint Name Signature ..:. _.... _. .Title ie of Organization or Corporation Date Unless otherwise indicated, return completed form and attachments to: j Community Development Division Director Office of Community and Economic Development 140 West Flagler Street, Suite 1000 Miami; Florida 33130 ' TYPES OF ACTIVITIES AND ENVIRONMENTAL GUIDELINES TRIGGERED: Type of Activity EXEMPT` CENST** CEqST*'-E, A**" Economic Development New Construction X Rehab X2 Non - Construction/ ansion X Housing Single Family Rehab Mufti- Family Rehab 2 New Cons truction x Homeownership Assistance X Affordable Housi Pre -Dev. X Capital Improvement Hand'icapped'Access X -Public Facilities X1 X2 Infrashcture X) XZ Public Services Employment X Crime Prevention X Child Care X _ ` Youth or Senior Services X ! Supportive Services X Frame (Eacc�ua!ang • , ::;,: � 3Q4� t�ays��30- 45:Days � u �,�� . ... , } ��• ^�.1. y 3� '1 ,N�.'�' Y41. it tF {'.z Fa.F M��.�Ifay,l �;* ��+^•x'' x., .l �b � %\.1!': 't•� ��`ri M'Y %¢L �ti �. ,. . ..:'�: ,c• � •.:x . y ..K•. ... ... `•vi'$ni,iT,i. <a- r.•�.. �.Aa%.e. ".k:.. ]Fir >.. ,:'h 1 /n..Ta�».✓ «v.,�_..y.�'•t:.3'� �i� ';.�. .:=1 ?i :,'i .. .y, .�i�,.� . Xf lf.forcontinued use and a in deiZSify (. ... .._ ..., :::... Chang orsize) of less X2 Change in density (or size) of rrwre'than 20% Exempt Exempt Activities CENST GategoricaUy'aduded and Not Subject to 58.5 CEST Categorically,Ex iuded Subject to 58.5. '"` "' 'EA. Environmental Assessment (For)at ilk ATTACEMNT E CERTWICATION REGARDING LOBBYING :.,;s... .. •...: . Certification for Contracts, Grants, Loans and Cooperative Agreements The undersigned certifies, to the best of his or her knowledge and belief, that: 1. 'No Federal-appropriated funds have been paid or will be paid, by or on behalf of the . undersigned, to any person-for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the malting of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2. If any of the funds other than Federal appropriated funds have been -paid or will be paid to any person for influencing or, attempting to influence an officer or employee of any agency, .a. Member of Congress, an officer or employee of Congress, or an employee of a Membd of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard 'Form LLL "Disclosure Form to Report Lobbying," in accordance. with its -instructions. 3. The undersigned shall require that the language of this .certificafion be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreement in excess of $100,000) and that all subrecipients shall certify and disclose accordingly. 4. This certification is a material representation of fact upon which reliance was ' -placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this tranmetion -imposed -by section 1352, •'title 3'1; U.S. Code, - Any person who fails to file the required .certificatipwshall be subject_to a civil penalty of not less than $10,000.and.'not- more•tlian $100,000 for each-such failure.• , it: C;k NSA 7 fir• r; P y; ..:.�, r Print: :Title: Date: (Print Name of Firm and Authorized Repmentatiu) •✓... ,.4-. e{.r..ti' .;,t �i ��, iKi�:N.,e�l�- %-C''✓i'f, �a�:: E..`�.'.�::••��i "y roh^ �t. 1 1t .c ry LK "K � �fyTj 5A '{�. »(E•t, f X• ♦ r - t i 4` ^Y'�' YF, `F�f:,,r' i y � :Y t y lY� � J � .. �.�••.. (signature of Authorized Represm"ye) (Print Name of Firm and Authorized Repmentatiu) 4r Orr TKj j .�.{S•Z� �• 1(n 2' 61. . Project Name Project Cost Entity K WVV, ON:1ALOA YliU Sign The sign (s) shall be made of /. inch thick marine plywood, newly painted and lettered in accordance' with professional outdoor sign painting standards as -to layout, symmetry, proportion, clarity and neatness with the use -of weather - resistant colors and materials. The . Contractor shall place the sign (s) securely.braced and mounted. All materials shall be provided by the Contractor and the sign(s) shalt. remain in the property of the Owner at the completion of the contract. District S. DistrictYZ .• , Re" Soso i`intar)1aSeijas. -District '6'. :Carlos A_ Gimeriez IIarvey Ruvin Clerk ofthe Crrcuit and County Courts George M. Burgess County,Mknager Murray A. Greenberg �# County Attorney I�rlIII �� .: lm% ECON�ASC'.pENi' , Over ears of trenzYheninr Mirnnrr- a e .aurrty I Miami -Dade County Carlos Alvarez Mayor Board of Coutity Commissioners Brunio A. Barreiro _ _ Chairman• Barbara J. Jordan Yice- t:hainwnixt Barbara J. Jordan Katy-Sorenson District X District B Dorrin D. Rolle - Dennis C. Moss District 2 District 9 Audrey Edmonson Son. Javier D. Souto District 3 District 10 Sally A. •Heyman Joe A. Martinez District 4• District Ix Brunt A. Barreiro Jose "Pepe "'Diaz K WVV, ON:1ALOA YliU Sign The sign (s) shall be made of /. inch thick marine plywood, newly painted and lettered in accordance' with professional outdoor sign painting standards as -to layout, symmetry, proportion, clarity and neatness with the use -of weather - resistant colors and materials. The . Contractor shall place the sign (s) securely.braced and mounted. All materials shall be provided by the Contractor and the sign(s) shalt. remain in the property of the Owner at the completion of the contract. District S. DistrictYZ .• , Re" Soso i`intar)1aSeijas. -District '6'. :Carlos A_ Gimeriez IIarvey Ruvin Clerk ofthe Crrcuit and County Courts George M. Burgess County,Mknager Murray A. Greenberg �# County Attorney I�rlIII �� .: lm% ECON�ASC'.pENi' , Over ears of trenzYheninr Mirnnrr- a e .aurrty I Attachment "G" DOCUMENTATION OF EMPLOYMENT OF LOW/MODERATE INCOME In order to document that new jobs or retained jobs which resulted from the technical /financial assistance provided by (Name of Agency) go to low - and moderate income individuals, Miami -Dade County has developed Income Certification Forms which you can have your new employees fill out and return to your company. Please use the attached form and, when completed, keep a copy and return original to (Name of Agency) DOCUMENTATION OF EMPLOYMENT OF LOW/MODERATE INCOME The Office of Community and Economic Development has developed a set of forms to properly document the creation of new jobs and the retention of jobs resulting from technical and/or financial assistance provided to businesses. In accordance with US Department of Housing and Urban Development regulations for the Community Development Block Grant Program, assistance to businesses must result in employment opportunities for low and moderate income residents. The following Agreement For Service Form, the Agreement for ' the Creation and Retention of Jobs, and the Income Certification Form must be completed by the company your agency assists and by their employees, respectively, and returned to your agency to comply with your agency's contractual requirement with Miami -Dade County. � MIAM JOB CREATION VERIFICATION (NON NRSA) NAME OF EMPLOYER: STREET ADDRESS: CITY: PHONE NUMBER: NAME OF EMPLOYEE: STREET ADDRESS: CITY: PHONE NUMBER: STATE: ZIP CODE STATE: ZIP CODE DATE HIRED: WERE YOU UNEMPLOYED PRIOR TO TAKING YOUR JOB? YES ❑ NO ❑ DOES YOUR EMPLOYER OFFER EMPLOYER SPONSORED HEALTH CARE BENEFITS? YES ❑ NO ❑ PLEASE CHECK THE BOX NEXT TO THE JOB TITLE THAT BEST DESCRIBES YOUR POSITION: OFFICIALS AND MANAGERS ❑ CRAFT WORKS (SKILLED) ❑ PROFESSIONAL ❑ OPERATIVES (SEMI - SKILLED) ❑ TECHNICIANS ❑ LABORER (UNSKILLED) ❑ SALES ❑ SERVICE WORKERS ❑ OFFICE AND CLERICAL ❑ i C� Please see reverse side for family size and household income. P-1 4-H A11107 DEMOGRAPHIC INFORMATION WHITE ❑ BLACK AFRICAN AMERICAN ❑ ASIAN ❑ AMERICAN INDIAN /. ❑ ALASKAN NATIVE NATIVE HAWAIIAN / ❑ AMERICAN INDIAN/ ❑ ASIAN ❑ BLACK AFRICAN ❑ OTHER PACIFIC ISLANDER ALASKAN NATIVE & WHITE & WHITE AMERICAN & WHITE AMERICAN INDIAN/ ❑ OTHER ❑ ASIAN / ❑ HISPANIC ❑ ALASKAN NATIVE & BLACK MULTI- RACIAL PACIFIC ISLANDER TOTAL FAMILY SIZE (Please circle one): 1 2 3 4 5 6 7 8 TOTAL FAMILY SIZE INCOME: $ i C� Please see reverse side for family size and household income. P-1 4-H A11107 Please circle the appropriate column for your family size and household income. FAMILY SIZE HOUSEHOLD INCOME VERY LOW HOUSEHOLD INCOME HOUSEHOLD INCOME z IF.LESS,TIIAN: LOW,- MODERATE„ =; GREATER:TIiAN ;? 1 $18,950 $18,951- 30,300 $30,301 2 $21,650 $21,651- $34,600 $34,601 3 $24,350 $24,351 - $38,950. $38,951 4 $27,050 $27,051- $43,300 $43,301 5 $29,200 $29,201- $46,750 $46,751 6 $31,400 $31,401- $50,200 $50,201 7 $33,550 $33,551- $53,650 $53,651 8 $35,700 $35,701- $57,150 $57,151 I HEREBY CERTIFY THAT THE INFORMATION PROVIDED 1S TRUE AND FACTUAL. I FURTHER ACKNOWLEDGE THAT THE INFORMATION IS SUBJECT TO VERIFICATION BY AUTHORIZED GOVERNMENT OFFICIALS. SIGNATURE: DATE: AGREEMENT FOR FINANCIAL AND TECHNICAL ASSISTANCE Assistance is provided through the Office of Community and Economic Development and funded by U.S. Housing and Urban Development ( USHUD). The goal of the USHUD is to bring about job creation for low and moderate income residents of the County. All job creation resulting from the financial or technical assistance provided by to your company/business must help in meeting the goal that 51% of jobs created or retained must be available to low and moderate income residents for a period of two (2) years after the assistance is provided. By signing this Agreement, I understand the requirement of the funding sources and also understand that job creation and the availability to low and moderate income residents is subject to verification by authorized Government officials. Name of Applicant: Address: Phone #: Name of Business (proposed): Address: Phone #: CDBG/NRSA: Federal Enterprise Zone: Current # of Employees: Date: Eligible Block Groups: Empowerment Zone: Expected # of Employees: The applicant signing below certifies that he information given above is true and accurate to the best of his/her knowledge. Signature of Applicant Agreed By Intake Officer Name of Agency Date Signed Date M�AM 171ADE f. NAME OF EMPLOYER: STREET ADDRESS: CITY: PHONE NUMBER: NAME OF EMPLOYEE: STREET ADDRESS: JOB CREATION VERIFICATION (NRSA) STATE: ZIP CODE CITY: STATE: ZIP CODE PHONE NUMBER: DATE HIRED: WERE YOU UNEMPLOYED PRIOR TO TAKING YOUR JOB? YES ❑ NO ❑ DOES YOUR EMPLOYER OFFER EMPLOYER SPONSORED HEALTH CARE BENEFITS? YES ❑ NO ❑ PLEASE CHECK THE BOX NEXT.TO THE JOB TITLE THAT BEST DESCRIBES YOUR POSITION: OFFICIALS AND MANAGERS ❑ CRAFT WORKS (SKILLED) ❑ PROFESSIONAL ❑ OPERATIVES (SEMI- SKILLED) ❑ TECHNICIANS ❑ LABORER (UNSKILLED) ❑ SALES ❑ SERVICE WORKERS ❑ OFFICE AND CLERICAL ❑ PACIFIC DEMOGRAPHIC INFORMATION WHITE ❑ BLACK AFRICAN AMERICAN ❑ ASIAN ❑ AMERICAN INDIAN / ❑ ALASKAN NATIVE NATIVE HAWAIIAN/ ❑ AMERICAN INDIAN/ ❑ ASIAN ❑ BLACK AFRICAN ❑ OTHER PACIFIC ISLANDER ALASKAN NATIVE & WHITE & WHITE AMERICAN & WHITE AMERICAN INDIAN/ ❑ OTHER ❑ ASIAN/ ❑ HISPANIC ❑ ALASKAN NATIVE & BLACK MULTI- RACIAL PACIFIC ISLANDER TOTAL FAMILY SIZE (Please circle one): 1 2 3 4 5 6 7 8 I HEREBY CERTIFY THAT TILE INFORMATION PROVIDED IS TRUE AND FACTUAL. I FURTHER ACKNOWLEDGE THAT THE INFORMATION IS SUBJECT TO VERIFICATION BY AUTHORIZED GOVERNMENT OFFICIALS. SIGNATURE: DATE: AGREEMENT FOR FINANCIAL TECHNICAL ASSISTANCE SERVICES FOR-THE CREATION OF JOBS In order to receive the various forms of Financial/Technical Assistance available. through Name of Agency --' businesses must enter into an Agreement to make "available" and to "document" the job creation for the benefit of low and moderate income residents resulting from the technical assistance and/or financial assistance provided to your business. Through this Agreement you are committing your business operating under the name of to: 1) make available 51 % of the resulting jobs to low and moderate income individuals; 2) provide a list of the job titles of the permanent jobs expected to be created which will be available to low /moderate income and which jobs require special skills or education and which are part=time, if any; 3) provide a description of steps to be taken by your business and our agency to ensure low and moderate income individuals receive first consideration for the jobs created; 4) maintain a list of permanent jobs filled, available to low and moderate income individuals and a brief description of the hiring process. The applicant signing below understands the information in this Agreement, understands that Name of Agency will not provide all the assistance requested by your business until this Agreement is executed. Signature of Applicant Agreed By Intake Office Name of Agency Date Date AGREEMENT FINANCIALITECHNICAL ASSISTANCE FOR THE RETENTION OF JOBS In order to receive the various forms of Financial /Technical Assistance available through Name of Agency businesses must enter into an Agreement to "document" that 51% of the present jobs are low and moderate income and/or that new jobs will be made "available" to low and moderate income residents from jobs that may turn over. Through this Agreement you are committing your business operating under the name of to: 1) provide a list by job title of the permanent jobs retained, separating those that are part time and which are low and moderate income; 2) estimate if any job turning over that will be available to low and moderate income persons within two (2) years of the assistance; 3) complete a Certification of Low and Moderate Income Status Form for each retained job held by a low and moderate income person; 4) - maintain 51 % of the work force with low and moderate income residents; S) implement a process to ensure that for positions turning over and/or new positions created are filled by low and moderate income residents; The applicant signing below understands the information in this Agreement,. understands that Name of Agency will not provide all the assistance requested by your business until action is taken to put in place the requirements of this Agreement and lastly, the applicant also understands that failing to comply with this Agreement may result in being charged a fee for the service provided. Signature of Applicant Agreed By Intake Office Name of Agency Date Date EXHIBIT 2 Development Agreement Between Miami -Dade County and the South Miami Community Redevelopment Agency ( SMCRA) THIS AGREEMENT is made and entered into by and between Miami -Dade County, acting through its Office of Community and Economic Development (hereinafter "OCED" or the "County" or "Lender "), and the South Miami Community Redevelopment Agency (hereinafter " SMCRA" or "Borrower"). This Agreement is a written memorandum outlining the essential terms and conditions of an unwritten understanding that had previously been entered into by and between the parties prior the commencement of the Project's development. The South Miami Community Redevelopment Agency ( "SMCRA ") purchased the land described by the following folio numbers, property descriptions and addresses: 09 -4025- 010 -0180: FRANKLIN SUB PB 5 -34 LOT 17 LESS E27.50FT BLK 3 LOT SIZE 4625 SQ FT; 6442 SW 59th Place, South Miami 09- 4025- 010 -0050: FRANKLIN SUBDIVISION PB 5 -34 LOT 4 LESS W2.5FT FOR R/W BLK 1 LOT SIZE 5875 SQ FT; 6443 SW 60th Avenue, South Miami (the "Property "). This development agreement regulates the use and expenditure of grant funding in the amount of Three Hundred Ninety -Four Thousand Dollars and zero cents ($394,000.00), which funding is being provided by OCED to the SMCRA. The grant funding under a Community Development Block Grant (CDBG) assisted the SMCRA to partially fund the purchase of the Property. The SMCRA shall develop the Madison Square /South Miami Strip Mall Project (hereinafter the "Project ") on the Property, for the purpose of developing affordable housing together with a commercial /retail center. The SMCRA intends that the project will provide economic development opportunities within the community redevelopment area and intends to provide job creation/job retention opportunities. In exchange for the $394,000 CDBG forgivable loan secured by the attached loan documents (mortgage and promissory note), which documents are attached as composite Exhibit 1, and are incorporated by reference into this document: 1) The SMCRA shall develop the Project and complete construction within three (3) years of the date of the execution of this Agreement; and, 2) The SMCRA shall create and retain at least twelve (12) full -time permanent jobs within the commercial /retail component of the Project for low- and moderate - income persons. The twelve (I2) full - time permanent jobs shall be created within twelve (12) months of completion of construction of the Project and shall be retained within the commercial /retail component for a period of five (5) years from the date of hire. All employees employed as a result of this Agreement shall be considered to be, at all times, employees of the SMCRA (or its tenants, sub - contractors, or other entities affiliated with SMCRA) under its sole direction and not employees or agents of the County. SMCRA shall maintain, and shall require that its subcontractors, tenants, affiliates and other related entities employing persons in fulfillment of this Agreement maintain, complete and accurate records to substantiate compliance with the requirements set MDC & SMCRA — Development Agreement Page 1 of 12 forth herein; all such entities shall retain such records for three (3) years from the expiration of this Agreement and /or any extension thereof; and, 3) SMCRA agrees a) to maintain records and other documentation sufficient to support its compliance and satisfaction with the requirements set forth herein; b) that the County or its duly authorized representatives or governmental agencies shall, for a period of three (3) years after the expiration of this Agreement and /or any extension thereof, have access to and the right to examine and reproduce any of SMCRA's books, documents, papers and records of its subcontractors, affiliates, tenants or other entities engaged in fulfilling the requirements herein in order to determine whether the requirements set forth herein have been satisfied; and c) to provide such entities listed in subsection (3)(b) herein notice of the inspection and record - keeping requirements set forth herein; and, 4) The SMCRA shall, as an integral component of the project, provide employment opportunities for low and moderate income persons through businesses locating within the Project, including providing clear opportunities for promotion and economic advancement; and, 5) The SMCRA shall designate a minimum of thirty (30) housing units to be rented and /or sold as affordable housing, to persons of low or moderate income, which shall be defined as income not exceeding 140% of the median income in Miami -Dade County. Furthermore, tenants and /or owners of these affordable units shall not expend more than thirty (30) percent of their monthly income on housing expenses. This 30 -unit requirement may be revisited by OCED, at the written request of SMCRA, in the event that SMCRA is unable to acquire the balance of property SMCRA intends to acquire for the Project or if the Board of County Commissioners otherwise alters or amends the affordable housing requirement for SMCRA. The affordable housing and job creation and retention requirements described herein, in paragraphs 5 and 2, shall be secured by two declarations of restrictions attached to the Property, which shall run with the land for a twenty (20) year period (affordable housing requirements) and /or for the period necessary to complete the commitments described herein (job creation), and the mortgage secured by the Property, both of which shall be recorded in the public records of Miami -Dade County. The declarations of restrictions are attached hereto as Exhibit 2, and are incorporated by reference into this development agreement. 6) SMCRA shall, during construction, monitor the compliance with requirements of Section 3 of the Housing and Urban Development Act of 1968 and the implementing regulations in 24 Code of Federal Regulations (CFR) Part 135, as amended by an interim rule published on June 30, 1994 (59 FR 33866); and 7) In the event the Property is sold during the three (3) year construction phase (or an extension of the three (3) year Construction Phase, which extension shall be requested in writing by the SMCRA at least one year prior to the expiration of the three -year construction period or extension and which request shall not be unreasonably denied by OCED), if the Project construction has not been completed within three (3) years of the date of the execution of this document, or if the job creation requirements set forth herein are not complied with, this loan shall become due, the SMCRA shall immediately reimburse the County its $394,000 contribution to the purchase of the Property, plus compound interest at the rate of twelve percent (12 %) and the County's proportional share of any proceeds in excess of the original purchase price of the Property, and the County shall exercise any rights and remedies set forth in the mortgage or other documents associated with this Project and Property as well as any rights or remedies MDC & SMCRA — Development Agreement Page 2 of 12 available at law or in equity. This provision shall be secured by the loan documents attached as Exhibit 1; and, 8) This. loan shall be forgiven provided all the requirements provided herein, including requirements in the documents incorporated herein but excluding the affordable housing requirement described in Section 5 herein, are completed to the satisfaction of the County; and 9) A Default shall have occurred if a) the Project is not constructed on a timely basis, notwithstanding any extensions granted by OCED; b) the Project or Property are sold without proper notice and repayment to the County, c) twelve (12) jobs are not created as set forth herein and within the time period set forth herein, or if such jobs are not maintained for the specified period of time; or d) if records establishing satisfaction with the requirements of this Agreement are not maintained and made available as set forth herein; and, 10) If an Event that Default occurs, in the determination of the County, the County may so notify SMCRA ( "Default Notice "), specifying the basis for such default, and advising the SMCRA that such default must be cured immediately or this Agreement with the County may be terminated and all amount specified in Section 7 shall become due. Notwithstanding, the County may, in its sole discretion, allow SMCRA to rectify the default to the County's reasonable satisfaction within a thirty (30) day period. The County may grant an additional period of such duration as the County shall deem appropriate without waiver of any of the County's rights hereunder, so long as SMCRA has commenced curing such default and is effectuating a cure with diligence and continuity during such thirty (30) day period or any other period which the County prescribes; and, 11) The County may terminate this Agreement if Borrower attempts to meet its contractual obligation with the County through fraud, misrepresentation or material misstatement. The County may, as a further sanction, terminate or cancel any other contract(s) that such individual or corporation or other entity has with the County and that such individual, corporation or other entity shall be responsible for all direct and indirect costs associated with such termination or cancellation, including attorney's fees and costs. The foregoing notwithstanding, any individual, corporation or other entity which attempts to meet its contractual obligations with the County through fraud, misrepresentation or material misstatement may be disbarred from County contracting for up to five (5) years in accordance with the County debarment procedures. The Borrower may be subject to debarment for failure to perform and all other reasons set forth in Section 10 -38 of the County Code. In the event that the County terminates this Agreement for the reasons set forth herein, the County may exercise its rights as set forth herein and in the documents incorporated by reference herein; and 12) SMCRA agrees to comply, subject to applicable professional standards, with the provisions of any and all applicable Federal, State and the County orders, statutes, ordinances, rules and regulations which may pertain to the services or activities required under this Agreement, including but not limited to: a) Equal Employment Opportunity (EEO), in compliance with Executive Order 11246 as amended and applicable to this Contract. b) Miami -Dade County Florida, Department of Business Development Participation Provisions, as applicable to this Contract. MDC & SMCRA — Development Agreement Page 3 of 12 c) Environmental Protection Agency (EPA), as applicable to this Contract. d) Miami -Dade County Code, Chapter 11A, Article 3. All contractors and subcontractors performing work in connection with this Contract shall provide equal opportunity for employment because of race, religion, color, age, sex, national origin, sexual preference, disability or marital status. The aforesaid provision shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous place available for employees and applicants for employment, such notices as may be required by the Dade County Fair Housing and Employment Commission, or other authority having jurisdiction over the work setting forth the provisions of the nondiscrimination law. C) "Conflicts of Interest" Section 2 -11 of the County Code, and Ordinance 01 -199. f) Miami -Dade County Code Section 10 -38 "Debarment ". g) Miami -Dade County Ordinance 99 -5, codified at IIA -60 et. seq. of Miami -Dade Code pertaining to complying with the County's Domestic Leave Ordinance. h) Miami -Dade County Ordinance 99 -152, prohibiting the presentation, maintenance, or prosecution of false or fraudulent claims against Miami -Dade County. Notwithstanding any other provision of this Agreement, SMCRA shall not be required pursuant to this Agreement to take any action or abstain from taking any action if such action or abstention would, in the good faith determination of the SMCRA, constitute a violation of any law or regulation to which SMCRA is subject, including but not limited to laws and regulations requiring that SMCRA conduct its operations in a safe and sound manner. 13) During the performance of this Contract, SMCRA agrees to: not discriminate against any employee or applicant for employment because of race, religion, color, sex, handicap, marital status, age or national origin, and will take affirmative action to ensure that they are afforded equal employment opportunities without discrimination. Such action shall be taken with reference to, but not limited to: recruitment, employment, termination, rates of pay or other forms of compensation, and selection for training or retraining, including apprenticeship and on the job training. By entering into this Contract with the County, SMCRA attests that it is not in violation of the Americans with Disabilities Act of 1990 (and related Acts) or Miami -Dade County Resolution No. R- 385 -95. 14) SMCRA shall not assign this agreement, or any interest therein, without the prior written consent of the other party. 15) In the event that any provision of this agreement . is found to be legally unenforceable, such unenforceability shall not prevent enforcement of any other provision of this agreement. 16) This agreement shall be binding on, and shall inure to the benefit of, the parties to it and their respective heirs, legal representatives, and successors. 17) No waiver of any of the provisions of this Agreement shall be deemed to, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any wavier constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party granting the waiver. MDC & SMCRA — Development Agreement Page 4 of 12 18) This document incorporates and includes all prior negotiations, correspondence, conversations, agreements or understandings applicable to the matters contained in this agreement and the parties agree that there are no commitments, agreements or understandings concerning the subject matter of this agreement that are not contained in this document. Accordingly it is agreed that no deviation from the terms of the agreement shall be predicated upon any prior representations or agreements whether oral or written. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by both parties. 19) - In the event of any litigation arising out of this agreement or project agreement, each party hereby knowingly, irrevocably, voluntarily and intentionally waives its right to trial by jury. 20) Whenever either party desires to give notice to the other, it must be given by hand delivery, facsimile, or written notice, sent by certified United States mail, with return receipt requested or a nationally recognized private mail delivery service, addressed to the party for whom it is intended, at the place last specified, and the place for giving of notice in compliance with the provisions of this paragraph. For the present, the parties designate the following as the respective places for giving of notice and identified the following persons as the contracting officers: FOR OCED AND MIAMI -DADE COUNTY Miami -Dade County Office of Community and Economic Development 140 West Flagler, , Suite 1000 Miami, FL 33130 Attention: Director, OCED Miami -Dade County, Florida Office of the County Manager Stephen P. Clark Building 111 N.W. First Street, 29th Floor Miami, Florida 33128 With copy to: ATTN: Brenda Kuhns Neuman Miami -Dade County Attorney 111 N.W. ls` Street 28`" Floor Miami, Florida 33128 FOR SMCRA: SMCRA Attention: Stephen David 6130 Sunset Drive City of South Miami, FL 3314' ) Telephone: (305) 668 -7238 MDC & SMCRA — Development Agreement Page 5 of 12 Facsimile: (305) 668 -7356 Notices given as provided above shall be deemed given and shall be effective when delivered to the addressee at the address set forth above, or when received via certified mail. Either party may change its address to which notices, demands and communications shall be sent by giving written notice thereof to the other party. 21) The parties submit to venue in Miami -Dade County for any action to enforce or arising from this Agreement or the facts that led to this Agreement. 22) This Agreement and any project agreement shall be construed in accordance with and governed by the laws of the State of Florida. 23) Headings are for convenience of reference only and shall not be considered in any interpretation of this agreement. 24) This agreement may be executed in several counterparts, each of which shall be deemed an original and such counterpart shall constitute one and the same instrument. 25) The signatories to this agreement warrant that they are duly authorized by action of their respective SMCRA, OCED, Miami -Dade County Board of County Commissioners, board of directors or other authority to execute this agreement and to bind the parties to the promises, terms, conditions and warranties contained in this agreement. 26) The SMCRA warrants that neither it, nor any principal, employee, agent, representative or family member has promised to pay, and consultant has not, and will not, pay a fee the amount of which is contingent upon the OCED or Miami -Dade County awarding this development agreement and grant to the SMCRA. 27) SMCRA warrants that neither it, nor any principal, employee, agent, representative or family member has procured, or attempted to procure, this Agreement in violation of any of the provisions of the Miami -Dade County Code, including but not limited to the Miami -Dade County Conflict of Interest and Code of Ethics Ordinance, or the City of South Miami conflict of interest and code of ethics ordinances. 28) This Mortgage shall be binding upon the parties hereto and their respective heirs, personal representatives, successors and assigns, and it shall inure to the benefit of Mortgagee and its successors and assigns and to the benefit of Mortgagor and Mortgagor's heirs, personal representatives and permitted successors and assigns. REPRESENTATIONS 29) Borrower. Borrower represents to the County that it has duly, validly and lawfully entered into this Agreement and that this Agreement constitutes the valid, binding and lawful obligation of Borrower. GENERAL REQUIREMENTS. 30) Compliance with Laws. Borrower shall comply in all material respects, in the acquisition, development, construction and operation of the facility, with all applicable federal, state and local laws MDC & SMCRA — Development Agreement Page 6 of 12 and regulations, to the extent applicable to this type of project, which is not a housing project but is a commercial project for profit. REMEDIES; TERMINATION; FURTHER RIGHTS. 31) General. (1) Subject to any mutually agreed upon extensions of time, nonperformance or delay in the performance by any party of any of its obligations under this Agreement, which is continuing after notice in writing and the expiration of any grace period provided for herein, shall constitute a default entitling the other party to exercise its rights and remedies for such default. (2) Any failure or delay by either party in asserting any of its rights and remedies as to any non - performance or delay in performance by the other party shall not operate as a waiver of any such non - performance or delay in performance or of any rights or remedies. (3) Except as expressly provided otherwise in this Agreement, each right or remedy provided herein is cumulative to other rights or remedies, and the exercise by any party to this Agreement of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same or any other nonperformance or delay in performance by any other party to this Agreement. (4) Each party covenants and agrees that any and all legal actions arising out of or connected with this Agreement shall be instituted in the Circuit Court of the Eleventh Judicial Circuit, in and for Miami -Dade County, Florida, or in the United States District Court for the Southern District of Florida, as the exclusive forums and venues for any such action, and each party further covenants and agrees that it will not institute any action in any other forum or venue and hereby consents to immediate dismissal or transfer of any such action instituted in any other forum or venue. In the event of any dispute, claim or legal action of any kind or nature, Borrower shall be responsible for and shall bear its own attorney's fees and costs. (5) This Agreement shall be construed and interpreted as nearly as practicable in accordance with the expressed intent of the parties, so as to uphold the validity of all the provisions hereof. Nevertheless, the provisions of this Agreement are severable, and if any provision is determined to be invalid, unlawful or contrary to public policy, such provision shall be disregarded and the same shall have no effect upon any other provisions hereof, which other provisions shall continue in full force and effect. (6) This Agreement is entered into within, and with reference to the laws of the State of Florida, and shall be governed, construed and applied in accordance with the laws of the State of Florida. (7) If the Project is sold or transferred by Borrower, Borrower shall not be released from its obligation hereunder unless the County consents. In the event of such consent, Borrower shall require the transferee to assume its obligations hereunder in writing. (8) In the event Borrower has defaulted in any material provision of this Agreement and as a consequence of that default the County is required to prepay, repay or refund any CDBG funds received which the County would otherwise have been entitled to retain, or any future CDBG funds shall be withheld which the County would have otherwise been entitled to receive, or the County is MDC & SMCRA — Development Agreement Page 7 of 12 required to pay a fine or penalty to HUD, then Borrower shall pay to the County the amount equal to the CDBG funds so required to be repaid, prepaid or refunded by the County or the present value of any future CDBG funds so withheld from the County, or the amount of such fine or penalty assessed plus any reasonable out -of- pocket costs for outside professional fees imposed or required by HUD. (9) The Borrower shall indemnify and hold harmless the County and its officers, employees, agents, and instrumentalities from any and all liability, losses or damages, including reasonable attorney's fees and costs of defense, which the County or its officers, employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to or resulting from the performance of this Agreement by the Borrower or its employees, agents, servants, partners, principals or subcontractors. The Borrower shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the County, where applicable, including appellate proceedings, and shall pay all costs, judgments, and reasonable attorney's fees which may issue thereon. 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 County or its officers, employees, agents and instrumentalities as herein provided. (10) Insurance. The Borrower shall furnish to the County General Services Administration, c/o Risk Management Division, 111 N.W. 1st Street, Suite 2340, Miami, Florida 33128 -1989, original Certificate(s) of Insurance which indicate that insurance coverage has been obtained which meets the requirements set forth in the FY 2006 Community Development Clock Grant Contract Between Miami -Dade County and South Miami Community Redevelopment Agency and the mortgage executed with this Development Agreement. MISCELLANEOUS PROVISIONS. 32) Recitals. The recitals set forth above shall be incorporated into the terms of this Agreement. 33) No Taxing Power. Nothing in this Agreement shall constitute or require, or be deemed to constitute or require, a pledge of the full faith and credit or taxing power of the County, the State of Florida or any of its political subdivisions, within the meaning of any constitutional or statutory limitation, and no person shall have any right, directly or indirectly, to compel the exercise of the ad valorem taxing power of the County, the State of Florida or any of its political subdivisions for any such payments. 34) Certain Definitions. The following terms used in this Agreement shall have the meanings given to them in or pursuant to the CDBG Regulations and related administrative requirements: "held by or made available to "; "create /retain" or "retain" jobs. 35) No Liability of Officials, Officers or Employees. No official, officer or employee of the County or Borrower shall be personally liable for any non - performance or delay in performance by the County or Borrower, respectively, or for any amount which may become due under any provisions of this Agreement, unless otherwise expressly set forth herein. 36) Approvals. Approvals required of the County or Borrower shall not be unreasonably withheld or delayed. Unless otherwise required by this Agreement and except to the extent in conflict with general law, all approvals or disapprovals shall be provided within thirty (30) days of submission of any documents requiring approval. If no approval or disapproval is given within the time required by this MDC & SMCRA — Development Agreement Page 8 of 92 Section, and no extension has been mutually agreed in writing, the approval shall be deemed given and conclusively established. 37) Assignment of Proceeds. Borrower agrees to assign any proceeds to the County from any contract between the County, its agencies or instrumentalities and the Borrower or any firm, corporation, partnership or joint venture in which the Borrower has a controlling financial interest, in order to secure repayment of the Loan. "Controlling financial interest" shall mean ownership, directly or indirectly, to ten percent (10 %) or more of the outstanding capital stock in any corporation or a direct or indirect interest of ten percent (10 %) or more in a firm, partnership or other business entity. ENTIRE AGREEMENT, WAIVERS AND AMENDMENTS. 38) Counterparts. This Agreement may be executed in two or more counterparts, each of which is considered and shall be deemed to be an original. 39) Force Maieure. Neither party shall be responsible for delays in performing any of their respective obligations hereunder when said delay or failure is due to acts of providence or enemies of the government. 40) Term of Agreement. The term of this Agreement shall commence as of the date first written above and shall expire upon completion of all payments of the Loan due from Borrower, unless sooner terminated by the County as provided herein. Notwithstanding the exercise of termination provisions provided herein, this Agreement shall expire upon SMCRA's completion of all the requirements provided herein but excluding the affordable housing requirement described in Section (5) herein. IN WITNESS WHEREOF, the parties execute this agreement on the respective dates under each signature: The SMCRA, signing by and through its executive director and Chairperson of the SMCRA Board of Directors, both duly authorized to execute same through a resolution of SMCRA; and Miami - Dade County, signing by and through the Mayor or his designee. MIAMI -DADE COUNTY, South Miami Community a political subdivision of the State of Florida. Redevelopment Agency am Name: Title: LN Name: Title: MDC & SMCRA — Development Agreement Page 9 of 12 Approved as to form and substance: By: Print Name: Title: Dated: South Miami Community Redevelopment Agency By: Name: Title: Approved as to form and substance: By: Print Name: Title: Dated: MDC & SMCRA — Development Agreement Page 10 of 12 Exhibit 1 (Attach mortgage and promissory note) MDC & SMCRA — Development Agreement Page 11 of 12 Exhibit 2 (Attach BOTH affordable housing and CDBG declarations of restrictions) MDC & SMCRA — Development Agreement Page 12 of 12 EXHIBIT 3 THIS INSTRUMENT WAS PREPARED BY: BRENDA KUHNS NEUMAN, ESQ. Assistant County Attorney Miami -Dade County, Florida I 1 I N.W. First Street, Suite 2810 Miami, Florida 33128 MORTGAGE AND SECURITY AGREEMENT AND ASSIGNMENT OF LEASES, RENTS AND PROFITS THIS MORTGAGE AND SECURITY AGREEMENT AND ASSIGNMENT OF LEASES, RENTS AND PROFITS ( "the "Mortgage "), dated this day of , 2007 by South Miami Community Redevelopment Agency (hereinafter "SMCRA ", "Mortgagor" or "Borrower "), duly created pursuant to Chapter 163, Flordia Statutes, with an address of , in favor of MIAMI -DADE COUNTY, a political subdivision of the State of Florida with an address of 111 N.W. First Street, Miami, FL 33128, Attn: County Manager ( "Mortgagee "). WITNESSETH That for good and valuable consideration, and to secure the payment of the Promissory Note executed by the Mortgagor in favor of the Mortgagee in the original principal amount of Three Hundred Ninety -Four Thousand DOLLARS and no /100 (U.S. $ 394,000.00), as the same may be renewed, extended or amended, from time to time, and together with all accrual interest, including, without limitation, such interest as may be added to the principal amount under the terms of such instrument (referred to as the "Note" or the "Promissory Note "), the final payment of which is due on or before the due date provided in the Promissory Note and to secure any other indebtedness owed by Mortgagor to Mortgagee, now or hereafter arising under the terms of this Mortgage or in any other instrument constituting additional security for the Note, and all other sums of money secured as provided under this Mortgage, the Mortgagor does grant, bargain, sell, remise, release, and convey unto the Mortgagee, its successors and assigns, the real estate described in Exhibit 1, which is attached and made a part of this Mortgage, which, together with the property hereinafter described, is referred to herein as the "Property"; TOGETHER WITH: (a) All buildings and improvements, now or hereafter located on the Property, all privileges and other rights now or hereafter made appurtenant thereto, including, without limitation, all right, title and interest of Mortgagor in and to all streets, roads and public places, opened or MDC & SMCRA — Mortgage Page 9 of 28 proposed, and all easements and rights -of -way, public or private, now or hereafter used in connection with the Property; and (b) All fixtures, fittings, furnishings, appliances, apparatus, goods, equipment, and machinery, including, without limitation, all gas and electric fixtures, radiators, heaters, engines and machinery, boilers, ranges, ovens, elevators and motors, escalators, bathtubs, sinks, water closets, basins, pipes, faucets and other ventilating and air - conditioning, plumbing, lighting and heating fixtures, mirrors, mantels, refrigerating plants, refrigerators, iceboxes, dishwashers, carpeting, furniture, laundry equipment, cooking apparatus and appurtenances, washing machines, dryers, trash compactors, TV antennas, phone systems, incinerators, trash receptacles, sprinklers and fire extinguishing systems, smoke detectors and other fire alarm devices, door bell and alarm systems, screens, awnings, doors, storm and other detachable doors and windows, built -in cases, counters, trees, hardy shrubs and perennial flowers, interior and exterior cleaning, plowing, lawn care, maintenance and repair machinery, vehicles or equipment, and all building material, supplies and equipment now or hereafter delivered to the Property and installed or used in the Property, all other fixtures and personal property of whatever kind and nature owned by the Mortgagor on the date of this Mortgage contained in or hereafter placed in any building standing on the Property; such other goods, equipment, chattels and personal property as are usually furnished by landlords in letting premises of the character hereby conveyed, and all renewals or replacements thereof or articles in substitution thereof, all of the estate, right, title and interest of the Mortgagor in and to all property of any nature whatsoever, now or hereafter situated on the Premises or intended to be used in connection with the operation thereof, all of which shall be deemed to be fixtures and accessions to the freehold and a part of the realty as between the parties hereto, and all persons claiming by, through or under them, and shall be deemed to be a portion of the security for the indebtedness herein mentioned and secured by the Mortgage. If the lien of this Mortgage on any fixtures or personal property is or becomes subject to a lease agreement, conditional sale agreement or chattel mortgage of the Mortgagor, any and all deposits made thereof or therefor are hereby assigned to the Mortgagee, together with the benefit of any payments now or hereafter made thereon. There is also transferred, set over, and assigned hereby Mortgage to Mortgagee, its successors and assigns, all leases and use agreements of machinery, equipment and other personal property of Mortgagor in the categories hereinabove set forth, under which Mortgagor is the lessee of, or entitled to use, such items, and Mortgagor agrees to execute and deliver to Mortgagee specific separate assignments to Mortgagee of such leases and agreements when requested by Mortgagee, but nothing herein constitutes Mortgagee's consent to any financing of any fixture or personal property, and nothing herein shall obligate Mortgagee to perform any obligations of Mortgagor under any such leases or agreements unless it so chooses, which obligations Mortgagor hereby covenants and agrees to well and punctually perform. The items set forth in this paragraph (b) are sometimes hereinafter separately referred to as "Collateral "; and (c) All rents, royalties, issues, profits, revenue, income and other benefits from the property described in paragraph (a) and (b) hereof to be applied against the indebtedness and other MDC & SMCRA — Mortgage Page 2 of 28 sums secured hereby, provided, however, that permission is hereby given to Mortgagor so long as no default has occurred hereunder, to collect, receive, take, use and enjoy such rents, royalties, issues, profits, revenue, income and other benefits as they become due and payable, but not in advance thereof. The foregoing assignment shall be fully operative without any further action on the part of either party and specifically Mortgagee shall be entitled, at its option upon the occurrence of a default hereunder, to all rents, royalties, issues, profits, revenue, income and other benefits from the property described in paragraphs (a) and (b) hereof whether or not Mortgagee takes possession of such property. Upon any such default hereunder, the permission hereby given to Mortgagor to collect such rents, royalties, issues, profits, revenue, income and other benefits from the property described in paragraphs (a) and (b) hereof shall terminate and such permission shall be reinstated upon a cure of the default upon Mortgagee's specific consent. Neither the exercise of any rights under this paragraph by Mortgagee nor the application of any such rents, royalties, issues, profits, revenue, income or other benefits to the indebtedness and other sums secured hereby, shall cure or waive any default or notice of default hereunder or invalidate any act done pursuant hereto or to any such notice, but shall be cumulative of all other rights and remedies. (d) All right, title and interest of Mortgagor in and to all leases now or hereafter on or affecting the property described in paragraphs (a) and (b) hereof, together with all security therefor and all monies payable thereunder, subject, however, to the conditional permission hereinabove given to Mortgagor to collect the rentals under any such lease. The foregoing assignment of any lease shall not be deemed to impose upon Mortgagee any of the obligations or duties of Mortgagor provided in any such lease, and, Mortgagor agrees to fully perform all obligations of the lessor under all such leases. Upon Mortgagee's request, Mortgagor agrees to send to Mortgagee a list of all leases covered by the foregoing assignment and as any such lease shall expire or terminate or as any new lease shall be made, Mortgagor shall so notify Mortgagee in order that at all times Mortgagee shall have a current list of all leases affecting the property described in paragraphs (a) and (b) hereof. Mortgagee shall have the right, at any time and from time to time, to notify any lessee of the rights of Mortgagee as provided by this paragraph. From time to time, upon request of Mortgagee, Mortgagor shall specifically assign to Mortgagee as additional security hereunder, by an instrument in writing in such form as may be approved by Mortgagee, all right, title and interest of Mortgagor in and to any and all leases now or hereafter on or affecting the Premises, together with all security therefor and all monies payable hereunder, subject to the conditional permission hereinabove given to Mortgagor to collect the rentals under any such lease. Mortgagor shall execute and deliver to Mortgagee any notification, financing statement or other document reasonably required by Mortgagee to perfect the foregoing assignment as to any such lease. (e) To the extent of the indebtedness secured herein, all judgments, awards of damages and settlements hereafter made as a result of or in lieu of any taking of the Property or any part thereof or interest therein under the power of eminent domain, or for any damage (whether caused by such taking or otherwise) to the Property or the improvements thereon or any part thereof or interest therein, including any award for change of grade of streets. MDC & SMCRA — Mortgage Page 3 of 28 (f) To the extent of the indebtedness secured herein, all insurance policies covering all or any portion of the Property and all blueprints, plans, maps, documents, books and records relating to the Property. (g) To the extent of the indebtedness secured herein, all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or liquidated claims. TO HAVE AND TO HOLD the above granted Property, with all the privileges and appurtenances to the same belonging to the said Mortgagee, its successors and assigns, to its and their use and behoof forever. PROVIDED, HOWEVER, that if the Mortgagor shall pay or cause to be paid to the Holder of the Note principal and interest under the Note, at the time and in the manner stipulated therein, and shall pay or cause to be paid all other sums payable hereunder and all indebtedness hereby secured, then, in such case, the estate, right, title and interest of the Mortgagee in the Property shall cease, determine and become void and the Mortgagee shall, cancel, release and discharge this Mortgage. ARTICLE ONE Mortgagor's Covenants Mortgagor covenants and agrees with Mortgagee that: 1.01 Title. a. The Mortgagor warrants that: it has good and marketable title to an indefeasible fee simple estate in the Property, subject to no liens, charges or encumbrances other than the lien of this Mortgage and of any encumbrances, if any, described on Exhibit 2 hereto ( "Permitted Encumbrances "); that it has good right and lawful authority to mortgage the Property in the manner and form herein provided; that Mortgagor has full power and authority to mortgage the Property in the manner and form herein done or intended hereafter to be done; that this Mortgage is and shall remain a valid and enforceable lien on the Property, subject only to those of the Permitted Encumbrances which are stated on Exhibit 2 hereto to constitute "Prior Encumbrances "; that Mortgagor and its successors and assigns shall warrant and defend the same and priority of this lien forever against the lawful claims and demands of all persons whomsoever (other than the Prior Encumbrances); and, that this covenant shall not be extinguished by any foreclosure hereof but shall run with the land. b. Mortgagor shall maintain the property free of all security interests, liens and MDC & SMCRA — Mortgage Page 4 of 28 encumbrances, other than Permitted Encumbrances, the security interest hereunder or any lien or encumbrance disclosed to and approved by Mortgagee in writing. C. The Mortgagor shall do, execute, acknowledge and deliver all and every such further acts, deeds, conveyances, mortgages, assignments, notices of assignments, transfers and assurances as the Mortgagee shall from time to time require, for the better assuring, conveying, assigning, transferring and confirming unto the Mortgagee the property and rights hereby conveyed or assigned or intended now or hereafter so to be, or which the Mortgagor may be or may hereafter become bound to convey or assign to the Mortgagee, or for carrying out the intention of facilitating the performance of the terms of this Mortgage, or for filing, registering or recording this Mortgage and, on demand, shall execute and deliver, and hereby authorizes the Mortgagee to execute in the name of the Mortgagor to the extent it may lawfully do so, one or more financing statements, chattel mortgages or comparable security instruments, to evidence more effectively the lien hereof upon the Collateral. d. The Mortgagor shall, upon the execution of this Mortgage, the Declaration of Restrictions, the Development Agreement, and the Note (the "Loan Documents "), cause all recordable Loan Documents, to be filed, registered or recorded in such manner and in such places as may be required by any present or future law. in order to publish notice of and fully to protect the lien hereof upon, and the interest of the Mortgagee in the Property. e. The Mortgagor shall pay for all filing, registration or recording fees, and all expenses incident to the preparation, execution and acknowledgment of this Mortgage, any mortgage supplemental hereto, any security instrument with respect to the Collateral, and any instrument of further assurance, and all federal, state, county and municipal stamp taxes and other taxes, duties, imposts, assessments and charges arising out of or in connection with the execution and delivery of the Note, this Mortgage, any mortgage supplemental hereto, any security instrument with respect to the Collateral or any instrument of further assurance. f. The Mortgagor, so long as all or part of the indebtedness secured hereby is outstanding shall preserve in its present form and keep in full force and effect its existence, as a legal entity under the laws of the state of its formation and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental authority or court applicable to the Premises or any part thereof. 1.02 Payment of Note and Escrow Account. a. The Mortgagor shall promptly and punctually pay principal, interest, and all other sums due or to become due pursuant to the terms of the Note, in the time and manner set forth therein. On the first day of each month until said Note is fully paid, a sum, as estimated by the Mortgagee, equal to the total rental payments due under any ground leases which have not been MDC & SMCRA — Mortgage Page 5 of 28 subordinated to this Mortgage, if any, and the taxes and special assessments next due on the Property encumbered by this Mortgage, plus the premiums that will next become due and payable on insurance policies as may be required under section 1.05 hereof, less all sums already paid for each divided by the number of months to elapse before one (1) month prior to the date when such ground rents, premiums, taxes and special assessments will become delinquent, shall be segregated by the Mortgagor to pay said ground rents, taxes, special assessments and insurance premiums. Such segregated sums shall be held by Mortgagor in interest bearing accounts and shall be kept separate and apart from other funds of the Mortgagor. Mortgagor shall, at the written request of the Mortgagee, furnish any information requested by Mortgagee concerning such accounts. The Mortgagor shall pay the ground rents, taxes, special assessments and insurance premiums when each is due (the "Reserve Payments ") and before they become delinquent. In the event the Mortgagor is late in making any of the Reserve Payments, the Mortgagee may require the Mortgagor to deposit the Reserve Payments with the Mortgagee on the first of each month until the Note is paid in full. The Reserve Payments should be held by the Mortgagee without any allowance of interest to the Mortgagor and need not be kept separate and apart of other funds of the Mortgagee. All payments mentioned in this paragraph and all payments to be made under the Note secured hereby shall be added together and the aggregate amount thereof shall be paid by the Mortgagee to the following items in the order set forth: (i) said ground rents, if any, taxes, special assessments, fire and other hazard insurance premiums, (ii) interest on the Note secured hereby; and (iii) amortization of the principal of said Note. Notwithstanding the foregoing escrow requirements, the Mortgagor shall not be obligated to segregate, or to pay to the Mortgagee, ground rents, if any, taxes, special assessments, fire and other hazard insurance premiums if the Mortgagor is required to pay such sums to the Holder of a Permitted Encumbrance. b. The arrangement provided for in the section 1.02 is solely for the added protection of the Mortgagee and entails no responsibility on the Mortgagee's part beyond the allowing of due credit, without interest, for the sums actually received by it. Upon assignment of the Mortgage by the Mortgagee, any funds on hand shall be turned over to the new mortgagee and any responsibility of the Mortgagee for such funds shall terminate. C. If the total of any Reserves described in section 1.02(a) hereof shall exceed the amount of payments actually applied by Mortgagee as set forth in section 1.02(a) any excess Escrow Funds may be credited by Mortgagee to subsequent Escrow payments coming due or, at the option of the Mortgagee, refunded to the Mortgagor. Any deficiency in the Escrow Account shall be paid by the Mortgagor within five (5) business days from receipt of written notification from the Mortgagee that the deficiency has occurred. If there shall be a default under any of the provisions of this Mortgage, the Mortgagee may apply any excess Escrowed Funds against the amounts due and payable under the Loan Documents. 1.03 Maintenance and Repair. The Mortgagor shall keep the Property in good condition and operating order and shall not commit or permit any waste thereof. Mortgagor shall diligently MDC & SMCRA — Mortgage Page 6 of 28 maintain the Property and make any needed repairs, replacements, renewals, additions and improvements, and complete and restore promptly and in a good workmanlike manner. Mortgagor shall not remove any part of the Collateral from the Property or demolish any part of the Property or materially alter any part of the Property without the prior written consent of the Mortgagee. Mortgagor shall permit Mortgagee or its agents the opportunity to inspect the Property, including the interior of any structures, at any reasonable time. 1.04 Compliance with Laws. The Mortgagor shall comply with all laws, ordinances, regulations, covenants, conditions and restrictions affecting the Property or the operation thereof, and shall pay all fees or charges of any kind in connection therewith. MDC & SMCRA — Mortgage Page 7 of 28 1.05 Insurance a. The Mortgagor shall keep all buildings and improvements now or hereafter situated on the Property insured against loss or damage by fire and other hazards as may reasonably be required by Mortgagee, including, without limitation: (i) rent loss or business interruption insurance whenever in the opinion of Mortgagee such protection reasonably is necessary; and (ii) flood and earthquake insurance whenever in the opinion of Mortgagee such protection is reasonably necessary. Mortgagor shall also provide liability insurance with such limits for personal injury and death and property damage as Mortgagee may require. b. The Mortgagor shall initially maintain, until Mortgagee shall otherwise indicate in writing, fire and extended coverage insurance in an amount of not less than the full replacement cost of the Property, with 90% coinsurance, and both "agreed amount" and "inflation guard" coverages with deductibles not to exceed three percent (3 %) of the value of the property. The policy shall be written by a company or companies having a Best's rating of at least A:IX. Liability insurance shall be provided in an amount of not less than one million ($1,000,000.00) or any greater amount required by the Contract between Miami -Dade County and the Mortgagor dated ' 199 (hereinafter "Development Agreement ") and rental or business interruption insurance in an amount sufficient to cover any loss of rents or income for the Property suffered by the Mortgagor for a period of up to twelve (12) months. C. All policies of insurance to be furnished hereunder shall be in a form satisfactory to Mortgagee, with Standard Mortgagee Clauses attached to all policies in favor of the Mortgagee, including a provision requiring that the coverage evidenced thereby shall not be terminated or materially modified without thirty (30) days' prior written notice to the Mortgagee. Mortgagor shall deliver all policies, including additional and renewal policies, to Mortgagee and shall deliver renewal policies not less than ten (10) days prior to their expiration date except that if the originals of such policies are at any time held by the holder of a Prior Encumbrance, then Mortgagor shall deliver to Mortgagee certified copies of such policies together with original certificates hereof. The Mortgagee shall be shown as additional insured with respect to this coverage. d. No separate insurance shall be taken out by the Mortgagor without the prior written approval of the Mortgagee. In the event the Mortgagee approves additional insurance, the Mortgagor shall immediately notify Mortgagee whenever any separate insurance is issued and shall promptly deliver to Mortgagee certified copies of the policy or policies of such insurance. All additional insurance policies shall be in the form required by paragraph (c) above. In the event of a foreclosure, or other transfer of title to the Property in lieu of foreclosure or by purchase at the foreclosure sale all interest in any insurance policies in force shall pass to Mortgagee, transferee or purchaser as the case may be, and to the holders of the Permitted Encumbrances as their interests may appear. MDC & SMCRA — Mortgage Page 8 of 28 1.06 Casual . Mortgagor shall promptly notify Mortgagee of any loss whether covered by insurance or not. In case of loss or damage by fire or other casualty, Mortgagee shall have the right to approve the settlement of any claim made under insurance policies covering the Property or to allow Mortgagor to agree with the insurance company or companies on the amount to be paid in regard to such loss. Provided that there is no default hereunder, such insurance proceeds shall be paid to the Mortgagee to the extent of the indebtedness held by the Mortgagee without any allowance of rebuilding or restoration of buildings or improvements on said Property. Such proceeds shall be used to retire the indebtedness unless the Mortgagor demonstrates to the satisfaction of the Mortgagee that the Property may be restored to at least equal value and substantially the same character in which case the proceeds shall be made available to the Mortgagor for rebuilding or restoration of buildings or improvements on said Property. In that event, such proceeds shall be made available in the manner and under the conditions that the Mortgagee may require, including without limitation: (i) approval of plans and specifications of such work before such work shall be commenced; (ii) suitable completion or performance bonds and Builder's All Risk insurance; and (iii) no insurer claims any rights of participation and/or assignment of rights with respect to the indebtedness secured hereby. The buildings and improvements shall be so restored or rebuilt so as to be of at least equal value and substantially the same character as prior to such damage or destruction. Any surplus which may remain out of said insurance proceeds after payment of such cost of rebuilding or restoration shall, at the sole option of the Mortgagee, be applied on account of the indebtedness secured hereby or be paid to Mortgagor. Any insurance proceeds received by Mortgagor pursuant to the provisions of this section 1.06 shall remain subject to the lien of this Mortgage, and no holder of any Permitted Encumbrance shall attach, garnish, execute or otherwise attempt to compel payment or delivery of such sums to it or to any other person so long as such sums are used or are to be used for the purposes set forth in this paragraph 1.06. The provisions of this section shall be interpreted and complied with pursuant to the Development Agreement and said agreement's provisions and conditions allowing for forgiveness of monies owed under this Mortgage. 1.07 Condemnation. The Mortgagor, immediately upon obtaining knowledge of the institution of any proceeding for the condemnation of the Property or any portion thereof, shall notify Mortgagee in writing of the pendency thereof. The Mortgagor hereby assigns, transfers and sets over unto the Mortgagee to the extent of the indebtedness secured herein, all compensation, rights of action, proceeds of any award and any claim for damages for any of the Property taken or damaged under the power of eminent domain or by condemnation or by sale of the Property in lieu thereof. Mortgagee may, at its option, commence, appear in and prosecute, in its own name, and for its own account, any action or proceeding, or make any compromise or settlement, in connection with the condemnation, taking under the power of eminent domain, or sale in lieu thereof. After deducting therefrom all of its reasonable expenses, including attorneys' fees, the Mortgagee shall apply the proceeds of the award to the reduction of the indebtedness secured by this Mortgage unless Mortgagor demonstrates to the satisfaction of the Mortgagee that the value MDC & SMCRA — Mortgage Page 9 of 28 and character of the Property shall be maintained, in which case, the Mortgagee shall hold said proceeds without any allowance of interest and make them available for restoration or rebuilding of the Property. In the event that the Mortgagee elects to make said proceeds available to reimburse Mortgagor for the cost of the rebuilding or restoration of the buildings or improvements on said Property, such proceeds shall be made available in the manner and under the conditions that the Mortgagee may require provided under Section 1.06 above. If the proceeds are made available by the Mortgagee to reimburse the Mortgagor for the cost of said rebuilding or restoration, any surplus which may remain out of said award after payment of such cost of rebuilding or restoration shall at the option of the Mortgagee be applied on account of the indebtedness secured hereby or be paid to Mortgagor. Mortgagor agrees to execute such further assignments of any compensation, award, damages, right of action and proceeds, as Mortgagee may require. Any sums received by Mortgagor pursuant to the provisions of this paragraph 1.07 shall remain subject to the lien of this Mortgage, and no holder of any Permitted Encumbrance shall attach, garnish, execute or otherwise attempt to compel payment or delivery of such sums to it or to any other person so long as such sums are used or are to be used for the purposes set forth in this paragraph 1.07. 1.08 Liens and Encumbrances. The Mortgagor shall not, without the Mortgagee's express written consent, permit the creation of any liens or encumbrances on the Property other than the lien of this Mortgage and of any Permitted Encumbrances, and shall pay when due all obligations, lawful claims or demands of any person, which, if unpaid, might result in, or permit the creation of, a lien or encumbrance on the Property or on the rents, issues, income and profits arising therefrom, whether such lien would be senior or subordinate hereto, including all claims of mechanics, materialmen, laborers and others for work or labor performed, or materials or supplies furnished in connection with any work done in and to the Property and the Mortgagor will do or cause to be done everything necessary so that the lien of this Mortgage is fully preserved, at no cost to the Mortgagee. For the purposes of this section, a notice of commencement issued by a contractor'shall not be considered a lien and shall not trigger the default provisions of this loan. 1.09 Taxes and Assessments. The Mortgagor shall pay in full when due, and in any event before any penalty or interest attaches, all general taxes and assessments, special taxes, special assessments, water charges, sewer service charges, and all other charges against the Property and shall furnish to Mortgagee official receipts evidencing the payment thereof. 1.10 Indemnification. The Mortgagor shall appear in and defend any suit, action or proceeding that might in any way, as determined in the sole judgment of Mortgagee, affect the value of the Property, the priority of this Mortgage or the rights and powers of Mortgagee. Mortgagor shall, at all times, indemnify, hold harmless and on demand, shall reimburse Mortgagee for any and all loss, damage, expense or cost, including cost of evidence of title and attorneys' fees, arising out of or incurred in connection with any such suit, action or proceeding, and the sum of such expenditures shall be secured by this Mortgage and shall bear interest at the rate provided in the Note secured hereby and shall be due and payable on demand. Mortgagor shall pay cost of suit, MDC & SMCRA — Mortgage Page 10 of 28 cost of evidence of title and reasonable attorneys' fees in any proceeding or suit, including appellate proceedings, brought by Mortgagee to foreclose this Mortgage. 1.11 Sale of Property. a. In order to induce Mortgagee to make the loan evidenced by the Note, Mortgagor agrees that if the Property or any part thereof or interest therein is sold, assigned, transferred, conveyed, further mortgaged, encumbered, or otherwise alienated by Mortgagor, whether voluntarily, involuntarily or by operation of law, or that if the person(s) managing the Property is replaced, in either or any case without the prior written consent of Mortgagee, Mortgagee, at its option, may declare the Note secured hereby and all other obligations hereunder to be forthwith due and payable within fifteen (15) days of written notice, provided, however, Mortgagee shall not withhold its consent unless such mortgaging or encumbering of the Property, or change to its ownership or management will have a material adverse affect on the Mortgagee's security for the indebtedness secured by this Mortgage. The Mortgagee may condition its consent upon an increase in the interest rate .of the Note to the then current market rate for new loans secured by property similar to the Property, and the Mortgagor shall pay all costs incurred thereby, including any costs of amending the Note and Mortgage and, of obtaining a title insurance endorsement. In addition, the Mortgagee may charge a fee for processing any application seeking the consent of Mortgagee. b. Any change in the legal or equitable title of the Property or in the beneficial ownership of the Property, whether or not of record and whether or not for consideration, or sale or other disposition of the stock of the borrowing entity except by devise or descent, shall be deemed a transfer of an interest in the Property. In connection herewith, the financial stability and managerial and operational ability of Mortgagor are a substantial and material consideration to Mortgagee in its agreement to make the loan to Mortgagor secured by the Mortgage. The Mortgagor acknowledges that the transfer of an interest in the Property or change in the person or entity operating and managing the Property may significantly or materially alter and reduce Mortgagee's security for the indebtedness secured hereby. C. In the event that ownership of the Property, or any part thereof, becomes vested in any person or persons other than Mortgagor, without the prior written approval of Mortgagee, the Mortgagee may, waive such default and substitute the Mortgagor with the Mortgagor's successor or successors in interest in the same manner as with Mortgagor, without in any way releasing, discharging or otherwise affecting the liability of Mortgagor hereunder, or the Mortgage indebtedness hereby secured. No sale of the Property, no forbearance on the part of Mortgagee, no extension of the time for the payment of the Mortgage indebtedness or any change in the terms thereof consented to by Mortgagee shall in any way whatsoever operate to release, discharge, modify, change or affect the original liability of Mortgagor herein, either in whole or in part, nor shall the full force and effect of this lien be altered thereby. Any deed conveying the MDC & SMCRA — Mortgage Page 11 of 28 Property, or any part thereof, shall provide that the grantee thereunder assumes all of the grantor's obligations under this Mortgage, the Note and all other instruments or agreements evidencing or securing the repayment of the Mortgage indebtedness. In the event such deed shall not contain such provisions, the grantee under such deed shall be deemed to assume, by its acquisitions of the Property all the obligations established by the Loan Documents. d. Mortgagor shall not sell, assign, , transfer or otherwise dispose of the Collateral or any interest therein and shall not do or permit anything to be done that may impair the Collateral without the prior consent of the Mortgagee, unless the Mortgagor is not in default under the terms of this Mortgage and the Collateral which is to be disposed is fully depreciated or unnecessary for use in the operation of the Property. 1.12 Management. The Mortgagor agrees that the Mortgagee shall have the right to employ professional management for the Property at any time that the Mortgagor is in default under any provision of this Mortgage for a period of more than forty-five (45) days. Such employment shall be at the sole discretion of the Mortgagee and NOTHING herein shall obligate the Mortgagee to exercise its right to install professional management. The cost of such management shall be borne by Mortgagor and shall be treated as an advance under Section 1. 13. 1.13 Advances. If Mortgagor shall fail to perform any of the covenants herein contained or contained in any instrument constituting additional security for the Note, the Mortgagee may, without creating an obligation to do so, make advances on its behalf. Any and all sums so advanced shall be a lien upon the Property and shall become secured by this Mortgage. The Mortgagor shall repay on demand all sums so advanced in its behalf with interest at the rate of eighteen percent (18 %) percent or the maximum rate allowed by law, whichever is greater, per annum in excess of the rate of the Note at the time of such advance. Nothing herein contained shall prevent any such failure to perform on the part of Mortgagor from constituting an event of default as defined below. 1.14 Financial Statements. The Mortgagor shall deliver to Mortgagee, within ninety (90) days after the end of each of Mortgagor's fiscal years, a balance sheet and statement of profit and loss with respect to the operation of the Property for the fiscal year just completed and beginning with the second such fiscal year after the recordation of the Loan Documents, a comparison of the just completed fiscal year with the preceding fiscal year's balance sheet and statement of profit and loss, all in reasonable detail and certified as complete and correct, by the Mortgagor and a Certified Public Accountant. 1.15 Time. The Mortgagor agrees that time is of the essence hereof in connection with all obligations of the Mortgagor herein or in said Note or any other instruments constituting additional security for said Note. MDC & SMCRA — Mortgage Page 12 of 28 1.16 Estoppel Certificates. The Mortgagor within ten (10) days from receipt of written request, shall furnish a duly acknowledged written statement setting forth the amount of the debt secured by this Mortgage, and stating either that no set -offs or defenses exist against the Mortgage debt, or if any such setoffs or defenses are alleged to exist, the nature thereof. 1.17 Records. The Mortgagor agrees to keep adequate books and records of account in accordance with generally accepted accounting principles and shall permit the Mortgagee, and its agents, accountants and attorneys, to visit and inspect the Property and examine its books and records of account, and to discuss its affairs, finances and accounts with the Mortgagor, at such reasonable times as Mortgagee may request. 1.18 Assignment of Rents and Leases. Mortgagor agrees to execute and deliver to Mortgagee such assignments of the leases and rents applicable to the Property as the Mortgagee may from time to time request while this Mortgage and the Note and indebtedness secured by this Mortgage are outstanding. 1.19 Subordination to Prior Encumbrances. Notwithstanding anything herein which is or which may appear to be to the contrary, the lien of this Mortgage and Mortgagee's rights hereunder are subordinate and inferior to the lien of those Permitted Encumbrances (if any) whether now existing or hereafter created which are stated on Exhibit 2. Mortgagee agrees, by its acceptance hereof, that no action required to be taken by Mortgagor under the express terms of any Prior Encumbrance shall constitute a default or any Event of Default hereunder, provided however, that such actions are not inconsistent with Mortgagor's obligations set forth in the Note or in paragraph 1.20(c) below. 1.20 Leases Affecting Mortgaged Property. a. Mortgagor shall comply with and observe its obligations as landlord under all leases affecting the Property or any .part thereof. Upon request, Mortgagor shall furnish promptly to Mortgagee executed copies of all such leases now existing or hereafter created. Mortgagor shall not, without the express written consent of Mortgagee, enter any lease except upon forms approved by Mortgagee. Mortgagor shall not accept payment of rent more than one (1) month in advance without prior written consent of Mortgagee. Nothing contained in this Section 1.20 or elsewhere in this Mortgage shall be construed to make Mortgagee a mortgagee in possession unless and until Mortgagee actually takes possession of the Mortgaged Property either in person or through an agent or receiver. b. To the extent allowable by applicable law, each lease of the Mortgaged Property, shall be entered into in a form provided by the Mortgagee and shall provide that, in the event of the enforcement by Mortgagee of the remedies provided for by law or by this Mortgage, the lessee thereunder will, if requested by Mortgagee or by any person succeeding to the interest of MDC & SMCRA — Mortgage Page 13 of 28 Mortgagor as the result of said enforcement, automatically become the lessee of Mortgagee or any such successor in interest, without any change in the terms or other provisions of the respective lease, provided, however, that Mortgagee or 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, or (ii) any amendment or modification in the lease made without the consent of 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. C. Intentionally left blank. 1.21 Intentionally left blank. 1.22 Incorporation of Contract. Mortgagor agrees and covenants to abide by all the terms and conditions of the Development Agreement, or OCED Contract, executed on , 2007. The Development Agreement, or OCED Contract, is incorporated herein by reference as if fully set forth herein. A default of any provision of the OCED Contract shall be deemed an Event of Default under this Mortgage. ARTICLE TWO Default 2.01 Events of Default. The following shall be deemed to be Events of Default hereunder: a. Failure to make any payment when due in accordance with the terms of the Note secured by this Mortgage or failure to make any additional payments required by this Mortgage within fifteen days (15 ) of the date on which such payments were due. b. Failure to keep or perform any of the other terms, covenants and conditions in this Mortgage provided that such failure shall have continued for a period of thirty (30) days after written notice of such failure from the Mortgagee. C. After written notice from Mortgagee and an opportunity to cure of thirty (30) days from such written notice, continued breach of any warranties or representations given by Mortgagor to Mortgagee in connection with the Loan Documents. d. An event of default under or institution of foreclosure or other proceedings to enforce any Permitted Encumbrance or any other mortgage or security interest, lien or encumbrance of any kind upon the Property or any portion thereof. MDC & SMCRA — Mortgage Page 14 of 28 e. The Mortgagor, or any successor or assign including, without limitation, the current owners of any interest in the Property shall: (i) file a petition under the Federal Bankruptcy Code or any similar law, state or federal, whether now or hereafter existing (hereafter referred to as a "Bankruptcy Proceeding "); or (ii) file any answer admitting insolvency or inability to pay debts, or (iii) fail to obtain a vacation or stay of any Insolvency Bankruptcy Proceeding within forty-five (45) days, as hereinafter provided; or (iv) be the subject of an order for relief against it in any Bankruptcy Proceeding; or (v) have a custodian or a trustee or receiver appointed for or have any court take jurisdiction of its property, or the major part thereof, in any involuntary proceeding for the purpose of reorganization, arrangement, dissolution, or liquidation if such receiver or trustee shall not be discharged or if such jurisdiction relinquished, vacated or stayed on appeal or otherwise within forty-five (45) days; or (vi) make an assignment for the benefit of its creditors; or (vii) admit in writing its inability to pay its debts generally as they become due; or (viii) consent to an appointment of custodian or receiver or trustee of all of its property, or the major part thereof. f. Intentionally left blank. g. Failure of the Mortgagor to comply with the requirements of the Development Agreement, or OCED Contract, including any failure by the Mortgagor to provide job creation, as set forth in the Development Agreement. h. After the applicable grace periods have expired, failure to comply with the terms of the Development Agreement between the Mortgagor, as Borrower, and Miami -Dade County, as Lender; the Note; and any other instruments, now or hereafter executed by Owner in favor of Dade County, which in any manner constitute additional security for the Note. MDC & SMCRA — Mortgage Page 15 of 28 102 Remedies. a. Upon and after any such Event of Default, the Mortgagee, by written notice given to the Mortgagor, may declare the entire principal of the Note then outstanding (if not then due and payable), and all accrued and unpaid interest thereon, all premium payable thereunder, and all other obligations of Mortgagor hereunder, to be due and payable immediately, and upon any such declaration the principal of the Note and said accrued and unpaid interest shall become and be immediately due and payable, anything in the Note or in this Mortgage to the contrary notwithstanding. b. Upon and after any such Event of Default, the Mortgagee or by its agents or attorneys, may enter into and upon all or any part of the Property, and each and every part thereof, and may exclude the Mortgagor, its agents and servants wholly therefrom; and having and holding the same, may use, operate, manage and control the Property and conduct the business thereof, either personally or by its superintendents, managers, agents, servants, attorneys or receivers and upon every such entry, the Mortgagee, at the expense of the Property, from time to time, either by purchase, repairs or construction, may maintain and restore the Property, whereof it shall become possessed as aforesaid, and, from time to time, at the expense of the Property, the Mortgagee may make all necessary or proper repairs, renewals and replacements and such useful alterations, additions, betterments and improvements thereto and thereon as to it may seem advisable, and in every such case the Mortgagee shall have the right to manage and operate the Property and to carry on the business thereof and exercise all rights and powers of the Mortgagor with respect thereto either in the name of the Mortgagor or otherwise as it shall deem best, and the Mortgagee shall be entitled to collect and receive all earnings, revenues, rents, issues, profits and income of the Property and every part thereof, all of which shall for all purposes constitute property of the Mortgagor; and after deducting the expenses of conducting the business thereof and of all maintenance, repairs, renewals, replacements, alterations, additions, betterments and improvements and amounts necessary to pay for taxes, assessments, insurance and prior or other proper charges upon the Property or any part thereof, as well as just and reasonable compensation for the services of the Mortgagee its attorneys, counsel, agents, clerks, servants and other employees by it properly and reasonably engaged and employed, the Mortgagee shall apply the moneys arising as aforesaid, first, to the payment of the principal of the Note and the interest thereon, when and as the same shall become payable, and second, to the payment of any other sums required to be paid by the Mortgagor under this Mortgage. C. Upon and after any such Event of Default, the Mortgagee shall have all of the remedies of a Secured Party under the Uniform Commercial Code of Florida, Sec. 671 -689 et al. F.S., as amended from time to time, including without limitation the right and power to sell, or otherwise dispose of the Collateral or any part thereof, and for that purpose may take immediate and exclusive possession of the Collateral, or any part thereof, and with or without judicial process, enter upon any Property on which the Collateral, or any part thereof, may be situated and remove MDC & SMCRA — Mortgage Page 16 of 28 the same therefrom without being deemed guilty of trespass and without liability for damages thereby occasioned, or at Mortgagee's option Mortgagor shall assemble the Collateral and make it available to the Mortgagee at the place and at the time designated in the demand. Mortgagee shall be entitled to hold, maintain, preserve and prepare the Collateral for sale. Mortgagee without removal may render the Collateral unusable and dispose of the Collateral on the Property. To the extent permitted by law, Mortgagor expressly waives any notice of sale or other disposition of the Collateral and any other right or remedy of Mortgagee existing after default hereunder, and to the extent any such notice is required and cannot be waived, Mortgagor agrees that, as it relates to, this paragraph c. only, if such notice is marked, postage prepaid, to the Mortgagor at the above address with copies of said notice mailed in the same fashion to the president of the Mortgagor, at least fifteen (15) days before the time of the sale or disposition, such notice shall be deemed reasonable and shall fully satisfy any requirement for giving of said notice. d. Upon and after any such Event of Default, the Mortgagee, with or without entry, or by its agents or attorneys, insofar as applicable, may: (i) sell the Property to the extent permitted and pursuant to the procedures provided by law, and all estate, right, title and interest, claim and demand therein, and right of redemption thereof, at one or more sales as an entity or in parcels, and at such time and place upon such terms and after such terms and after such notice thereof as may be required, or (ii) institute proceedings for the complete or partial foreclosure of this Mortgage, or (iii) apply to any court of competent jurisdiction for the appointment of a receiver or receivers for the Property and of all the earnings, revenues, rents, issues, profits and income thereof, or (iv) take such steps to protect and enforce its rights whether by action, suit or proceeding in equity or at law for the specific performance of any covenant, condition or agreement in the Note, or in this Mortgage, or in aid of the execution of any power herein granted, or for any foreclosure hereunder, or for the enforcement of any other appropriate legal or equitable remedy or otherwise as the Mortgagee shall elect. e. The Mortgagee may adjourn from time to time any sale by it to be made under or by virtue of this Mortgage by announcement at the time and place appointed for such sale or for such adjourned sale or sales; and, except as otherwise provided by any applicable provision of law, the Mortgagee, without further notice or publication, other than that provided in sub - paragraph 2.02(c) above may make such sale at the time and place to which the same shall be so adjourned. MDC & SMCRA — Mortgage Page 17 of 28 f. Upon the completion of any sale or sales made by the Mortgagee under or by virtue of this Section, the Mortgagor, or an officer of any court empowered to do so, shall execute and deliver to the accepted purchaser or purchasers a good and sufficient instrument, or good and sufficient instruments, conveying, assigning and transferring, all estate, right, title and interest in and to the property and rights sold. The Mortgagee is hereby appointed the true and lawful attorney irrevocable of the Mortgagor, in its name and stead, to make all necessary conveyances, assignments, transfers and deliveries of the Property and rights so sold, and for that purpose the Mortgagee may execute all necessary instruments of conveyance, assignment and transfer, and may substitute one or more persons with like power, the Mortgagor hereby ratifying and confirming all that its said attorney or such substitute or substitutes shall lawfully do by virtue hereof. This power of attorney shall be deemed to be a power coupled with an interest and not subject to revocation. Nevertheless, the Mortgagor, if so requested by the Mortgagee, shall ratify and confirm any such sale or sales by executing and delivering to the Mortgagee or to such purchaser or purchasers all such instruments as may be advisable, in the judgment of the Mortgagee, for the purpose, and as may be designated in such request. Any such sale or sales made under or by virtue of this Section whether made under the power of sale herein granted or under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale, shall operate to divest all the estate, right, title, interest, claim and demand whatsoever, whether at law or in equity, of the Mortgagor in and to the properties and rights so sold, and shall be a perpetual bar both at law and in equity against the Mortgagor and against any and all persons claiming or who may claim the same, or any part thereof from, through or under the Mortgagor. g. In the event of any sale made under or by virtue of this Section (whether made under the power of sale herein granted or under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale), the entire principal of, and interest on, the Note, if not previously due and payable, and all other sums required to be paid by the Mortgagor pursuant to this Mortgage, immediately thereupon shall, anything in the Note or in this Mortgage to the contrary notwithstanding, become due and payable. h. The purchase money proceeds or avails of any sale made under or by virtue of this Section, together with any other sums which then may be held by the Mortgagee under the provisions of this Section or otherwise, shall be applied as follows: First: To the payment of the costs and expenses of such sale, including reasonable compensation to the Mortgagee, its agents and counsel, and of any judicial proceedings wherein the same may be made, and of all expenses, liabilities and advances made or incurred by the Mortgagee under this Mortgage, together with interest at the rate for advances hereunder in Section 1. 13. Second: To the payment of any other sums required to be paid by the Mortgagor pursuant to any provisions of this Mortgage or of the Note. MDC & SMCRA — Mortgage Page 18 of 28 Third: To the payment of the whole amount then due, owing or unpaid upon the Note for principal and interest, with interest on the unpaid principal and accrued interest at the rate specified in the Note, from and after the happening of any Event of Default described above from the due date of any such payment of principal until the same is paid. Fourth: To the payment of the surplus, if any, to the Mortgagor or whomsoever is lawfully entitled to receive the same. Upon any sale made under or by virtue of this Section, whether made under the power of sale herein granted or under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale, the Mortgagee may bid for and acquire the Property or any part thereof and in lieu of paying cash therefor may make settlement for the purchase price by crediting upon the indebtedness of the Mortgagor secured by this Mortgage the net sales price after deducting therefrom the expenses of the sale and the cost of the action and any other sums which the Mortgagee is authorized to deduct under this Mortgage. The Mortgagee, upon so acquiring the Property, or any part thereof shall be entitled to hold, lease, rent, operate, manage and sell the same in any manner provided by applicable laws. MDC & SMCRA — Mortgage Page 19 of 28 ARTICLE THREE Miscellaneous Terms and Conditions 3.01 Leases. In the event the Mortgagee shall institute judicial proceedings to foreclose the lien hereof, and shall be appointed as a mortgagee in possession of the Property, the Mortgagee during such time as it shall be the Mortgagee in possession of the Property pursuant to an order or decree entered in such judicial proceedings, shall have, and the Mortgagor hereby gives and grants to the Mortgagee, the right, power and authority to make and enter into leases of the Property or the portions thereof for such rents and for such periods of occupancy and upon such conditions and provisions as mortgagee in possession may deem desirable, and Mortgagor expressly acknowledges and agrees that the term of any such lease may extend beyond the date of any sale of the Property pursuant to a decree rendered in such judicial proceedings; it being the intention of the Mortgagor that while the Mortgagee is a Mortgagee in possession of the Property pursuant to an order-or decree entered in such judicial proceedings, such Mortgagee shall be deemed to be and shall be the attorney -in -fact of the Mortgagor for the purpose of making and entering into leases of parts or portions of the Property for the rents and upon the terms, conditions and provisions deemed desirable to such Mortgagee and with like effect as if such leases had been made by the Mortgagor as the owner in fee simple of the Property free and clear of any conditions or limitations established by this Mortgage. The power and authority hereby given and granted by the Mortgagor to Mortgagee shall be deemed to be coupled with an interest and shall not be revocable by Mortgagor. 3.02 Taxation of Note and Mortgage. If at any time before the debt hereby secured is fully paid, any law be enacted, deducting from the value of said real estate, for the purposes of taxation, any lien thereon, or revising or changing in any way the laws now in force for the taxation of mortgages or bonds, or the debts secured thereby, for state or local purposes, or the manner of collection of such taxes, so as to affect adversely this Mortgage or the debt hereby secured, or the owner and holder thereof in respect thereto, then this Mortgage and the Note hereby secured shall, at the option of Mortgagee and without notice to any party, become immediately due and payable. If any law should be enacted and to the extent permitted by such law, Mortgagor shall have the opportunity of paying to the Mortgagee the amount of any additional cost or taxes to the Mortgage from such law. 3.03 Marshalling of Assets. Mortgagor on its own behalf and on behalf of its successors and assigns hereby expressly waives all rights to require a marshalling of assets by Mortgagee or to require Mortgagee, upon a foreclosure, to first resort to the sale of any portion of the Property which might have been retained by Mortgagor before foreclosing upon and selling any other portion as may be conveyed by Mortgagor subject to this Mortgage. 3.04 Partial Release. Without affecting the liability of any other person for the payment of an indebtedness herein mentioned (including Mortgagor should it convey said Property) and MDC & SMCRA — Mortgage Page 20 of 28 without affecting the priority of the lien hereof upon any property not released, Mortgagee may, without notice, release any person so liable, extend the maturity or modify the terms of any such obligation, or grant other indulgences, release or reconvey or cause to be released or reconveyed at any time all or any part of the Property described herein, or take or release any other security or make compositions or other arrangements with debtors. Mortgagee may also accept additional security, either concurrently herewith or hereafter, and sell the same or otherwise realized thereon either before, concurrently with, or after sale hereunder. 3.05 Non - Waiver. a. By accepting payment of any sum secured hereby after its due date or altered performance of any obligation secured hereby, Mortgagee shall not waive its right against any person obligated directly or indirectly hereunder or with respect to any indebtedness hereby secured, either to require prompt payment when due of all other sums so secured or take remedy for failure to make such prompt payment or full performance. No exercise of any right or remedy by Mortgagee hereunder shall constitute a waiver of any other right or remedy herein contained or provided by law. b. No delay or omission of the Mortgagee in the exercise of any right, power or remedy accruing hereunder or arising otherwise shall impair any such right, power or remedy, or be construed to be a waiver of any default or acquiescence therein. C. Receipt of rents, awards, and any other monies or evidences thereof, pursuant to the provisions of this Mortgage and any disposition of the same by Mortgagee shall not constitute a waiver of the right of foreclosure by Mortgagee in the event of default or failure of performance by Mortgagor of any covenant or agreement contained herein or in any note secured hereby. 3.06 Protection of Security. Should Mortgagor fail to make any payment or to perform any covenant as herein provided, Mortgagee (but without obligation so to do and without notice to or demand upon Mortgagor and without releasing Mortgagor from any obligation hereof) may make or do the same in the manner and to such extent as Mortgagee may deem reasonably necessary to protect the security hereof, Mortgagee being authorized to enter upon the Property for such purposes, commence, appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Mortgagee; pay, purchase, contest, or compromise any encumbrance, charge or lien which in the judgment of Mortgagee is prior or superior hereto; and, in exercising any such power, incur any liability and expend whatever amounts in its absolute discretion it may deem necessary therefor, including cost of evidence of title and reasonable counsel fee. Any expenditures in connection herewith shall constitute an advance hereunder. 3.07 Rules of Construction. When the identity of the parties hereto or other MDC & SMCRA — Mortgage Page 21 of 28 circumstances make it appropriate, the masculine gender shall include the feminine and/or neuter, plural and the singular number shall include the plural. The headings of each paragraph are for information and convenience only and do not limit or construe the contents of any provision hereof 3.08 Severability. If any term of this Mortgage, or the application thereof to any person or circumstances, shall, to any extent, be invalid or unenforceable, the remainder of this Mortgage, or the application of such term to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term of this Mortgage shall be valid and enforceable to the fullest extent permitted by law. 3.09 Successors in Interest. This Mortgage applies to, inures to the benefit of, and is binding not only on the parties hereto, but on their heirs, executors, administrators, successors and assigns. All obligations of Mortgagor hereunder are joint and several. The term "Mortgagee" shall mean the holder and owner, including pledges, of the Note secured hereby, whether or not named as Mortgagee herein. 3.10 Notices. All notices to be given pursuant to this Mortgage shall be sufficient if mailed postage prepaid, certified or registered mail, return receipt requested, to the above described addresses of the parties hereto, or to such other address as a party may request in writing. All notices to Mortgagor shall be sent to the attention of the Executive Director. All notices to the Mortgagee shall be sent to the attention of the County Manager. Any time period provided in the giving of any notice shall commence upon the date such notice is deposited in the mail. 3.11 Modifications. This Mortgage may not be amended, modified or changed, nor shall any waiver of any provision be effective, except only by an instrument in writing and signed by the party against whom enforcement of any waiver, amendment, change, modification or discharge is sought. 3.12 Governing Law. This Mortgage shall be construed according to and governed by the laws of the State of Florida, provided, however, that nothing herein shall limit or impair any right which Holder has under applicable federal laws of the United States of America to charge a rate of interest on the sums evidenced hereby at a rate which exceeds the maximum rate allowed under the laws of Florida. ARTICLE FOUR Lending Provisions 4.01 Breach of Loan Agreement and Other Documents. Notwithstanding anything to the contrary contained in this Mortgage, in the Note, in the Development Agreement, or in any other instrument securing the loan evidenced by the Note, Mortgagee may at its option declare the entire MDC & SMCRA — Mortgage Page 22 of 28 indebtedness secured hereby, and all interest thereon and all advances made by Mortgagee hereunder, immediately due and payable and/or exercise all additional rights accruing to it under this Mortgage upon an Event of Default, or in the event of a breach by Mortgagor of any covenant contained in this Mortgage following expiration of all notice and cure periods set forth therein. 4.02 Future Advances. This Mortgage is given to secure not only existing indebtedness, but also such future advances, whether such advances are obligatory or are to be made at the option of the Mortgagee, or otherwise, as are made within twenty 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 four times the face amount of the Note, plus interest thereon, and any disbursements made for the payment of taxes, levies or insurance on the Property with interest on such disbursements at the rate designated in the Note to apply following a default thereunder. Mortgagor hereby agrees that it shall not execute or file for record any notice limiting the maximum principal amount that may be so secured, and that no such notice shall be of any force and effect whatsoever unless Mortgagee shall have consented thereto in writing signed by Mortgagee and recorded in the public records of Miami -Dade County, Florida. 4.03 Rights under Prior Encumbrances. a. Mortgagor hereby covenants and agrees (i) to promptly observe and perform all of the covenants and conditions contained in any Permitted Encumbrance or any other lien upon the Property, and which are required to be observed or performed by Mortgagor and to do all things necessary to preserve and keep unimpaired its rights thereunder; (ii) to promptly notify Mortgagee in writing of any default by the Mortgagor in the performance and the observance of any of the terms, covenants or conditions on part of Mortgagor to be performed or observed under such instrument or of the occurrence of any event which, regardless of the lapse of time, would constitute a default under such instrument and promptly to cause a copy of each such notice given by the Mortgagee thereunder to the Mortgagor to be delivered to Mortgagee. b. In the event Mortgagor fails to make any payment required under such a Permitted Encumbrance or any other lien upon the Property or to do any act set forth in the preceding subparagraph herein provided, then Mortgagee may, but without obligation, and without notice to or demand upon Mortgagor, and without releasing Mortgagor from any obligation hereof, make or do the same in such manner and to such extent as Mortgagee may deem necessary to protect its interest under this Mortgage. Mortgagee's rights hereunder shall specifically include, but without limitation thereof, the right to pay any and all payments of interest and principal, insurance premiums, taxes and assessments and other sums due or to become due thereunder. C. In the event Mortgagor fails to perform any of the terms, covenants and conditions required to be performed or observed by Mortgagor under such a Permitted MDC & SMCRA — Mortgage Page 23 of 28 Encumbrance or any other lien upon the Property, then Mortgagee may, but without obligation, and without notice or demand upon Mortgagor and without relieving Mortgagor from any obligation hereof, take any action Mortgagee deems necessary or desirable to prevent or cure any such default by Mortgagor. Upon receipt by Mortgagee from Mortgagor of any written notice of default by Mortgagor under such instrument, Mortgagee may rely thereon and take any action it deems necessary to cure such default event though the existence of such default or the nature thereof may be questioned or denied by the Mortgagor or by any party on behalf of the Mortgagor. Mortgagor hereby expressly grants to Mortgagee, and agrees that Mortgagee shall have, the absolute and immediate right to enter upon the Property or any part thereof to such extent and as often as the Mortgagee in its sole discretion deems necessary or desirable in order to prevent or cure any such default by the Mortgagor. Mortgagee may pay and expend such sums of money as Mortgagee in its sole discretion deems necessary for any such purpose and may pay expenses, employ counsel and pay reasonable attorney's fees. All costs, charges and expenses so incurred or paid by Mortgagee shall become due and payable immediately, whether or not there by notice, demand, attempt to collect or suit pending. The amount so incurred or paid by Mortgagee, together with interest thereon at the rate of interest set forth in the Note to accrue following default thereunder, from the date incurred until paid by Mortgagor, shall be added to the indebtedness secured by the lien of this Mortgage to the same extent as if paid or expended on the date hereof. d. Mortgagor agrees that it will not surrender any of its rights under such a Permitted Encumbrance or other lien upon the Property, and will not, without the prior written consent of Mortgagee, consent to any modification, change or any alteration or amendment of such instrument of the obligations secured thereby, either orally or in writing, and no release or forbearance of any of Mortgagor's obligations under such instrument whether pursuant to such instrument or otherwise, shall release Mortgagor from any of its obligations under this Mortgage. e. Any default by Mortgagor or any event of default under a Permitted Encumbrance or other lien upon the Property, to which this Mortgage may be subject shall constitute an Event of Default under this Mortgage. 4.04 Limitation of Interest. All agreements between Mortgagor and Mortgagee are expressly limited so that in no contingency or event whatsoever, whether by reason of advancement of the principal amount of the Note, acceleration of maturity of the unpaid principal amount of the Note, acceleration of maturity of the unpaid principal balance thereof, or otherwise, or advancement of any sums under the provisions of this Mortgage, shall the amount paid or agreed to be paid to the holder of the Note for the use, forbearance or detention of the money to be advanced thereunder or hereunder exceed the highest lawful rate permissible. If, from any circumstances whatsoever, fulfillment of any provisions of this Mortgage or the Note or any other agreement referred to herein, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law which a court of competent jurisdiction may deem applicable thereto or hereto, then ipso facto, the obligations to be fulfilled shall be reduced to the limit of such validity, MDC & SMCRA — Mortgage Page 24 of 28 and if from any circumstances the holder of the Note or Mortgage shall ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance due hereunder and not the payment of interest. These provisions shall control every other provision of all agreements between Mortgagor and Mortgagee. 4.05 Waiver of Jury Trial: MORTGAGOR WAIVES ITS RIGHTS TO A TRIAL BY JURY IN ANY ACTION, WHETHER ARISING IN CONTRACT OR TORT, BY STATUTE OR OTHERWISE, IN ANY WAY RELATED TO THE TERMS OF THIS MORTGAGE. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE MORTGAGEE'S EXTENDING CREDIT TO MORTGAGOR AND NO WAIVER OF LIMITATION OF THE MORTGAGEE'S RIGHTS UNDER THIS PARAGRAPH SHALL BE EFFECTIVE UNLESS IN WRITING AND MANUALLY SIGNED ON THE LENDER'S BEHALF. IN WITNESS WHEREOF, the said Mortgagor caused this instrument to be signed and sealed as of the date first above written. Witnesses: Mortgagor: South Miami Community Redevelopment Agency, a Community Redevelopment Agency duly created pursuant to Chapter 163, Florida Statutes By: Print Name: Stephen David Title: Acting Director (SEAL) STATE OF FLORIDA ) ) SS. COUNTY OF MIAMI -DADE ) I HEREBY CERTIFY that on this day, before me, a Notary Public duly authorized in the State and County named above to take acknowledgments, personally appeared Stephen David as Acting Director of The South Miami Community Redevelopment Agency, a Community Redevelopment Agency duly created pursuant to Chapter 163, Florida Statutes, , ( ) who is personally known to me or ( ) who presented as identification, to me known MDC & SMCRA — Mortgage Page 25 of 28 to be a representative of the person described as the Mortgagor in and who executed the foregoing Mortgage and Security Agreement and Assignment of Leases, Rents and Profits, and acknowledged before me that said person executed that Mortgage and Security Agreement and Assignment of Leases, Rents and Profits and who ( ) did ( ) did not take an oath. WITNESSETH my hand and official seal in the State and County above, this day of .2007. My Commission Expires: NOTARY PUBLIC, State of Florida MDC & SMCRA — Mortgage Page 26 of 28 EXHIBIT 1 LEGAL DESCRIPTION Folio Numbers, Property Descriptions and Addresses: 09- 4025 -010 -0180: FRANKLIN SUB PB 5 -34 LOT 17 LESS E27.50FT BLK 3 LOT SIZE 4625 SQ FT; 6442 SW 59th Place, South Miami 09- 4025 - 010 -0050: FRANKLIN SUBDIVISION PB 5 -34 LOT 4 LESS W2.5FT FOR R/W BLK 1 LOT SIZE 5875 SQ FT; 6443 SW 60th Avenue, South Miami MDC & SMCRA — Mortgage Page 27 of 28 EXHIBIT 2 PERMITTED ENCUMBRANCES None. The subject property is not encumbered except as provided herein. MDC & SMCRA — Mortgage Page 28 of 28 PROMISSORY NOTE Amount $394,000 EXHIBIT 4 Date: June_, 2007 FOR VALUE RECEIVED, the undersigned, South Miami Community Redevelopment Agency ( SMCRA), a community redevelopment agency organized under the laws of Florida, promise(s) to pay to the Miami -Dade County, acting through its Office of Community & Economic Development (hereinafter referred to as "OCED" or the "County "), in the manner hereinafter specified, the principal sum of (5394,000) Three Hundred Ninety -Four Thousand Dollars, payable without interest except as herein below or otherwise provided. This Promissory Note is made to evidence the loan made to the undersigned by the OCED pursuant to a South Miami Community Advisory Committee of Miami -Dade County recommendation to OCED and Miami -Dade County to provide a Community Block Development Grant to the City of South Miami Community Redevelopment Agency ( SMCRA) as reflected in the Development Agreement between the parties dated June _, 2007 (hereinafter "Development Agreement"). So long as the undersigned, SMCRA, has not provided false information in support of the application for the loan, or has not otherwise violated the CDBG guidelines, and the Development Agreement between Miami -Dade County /OCED and the SMCRA, the aforementioned principal sum shall be forgiven- as provided for in the Development Agreement. Pursuant to the Development Agreement, the SMCRA is to construct the Madison Square /South Miami Strip Mall Project (herein after "Project "). Pursuant to paragraph 7 of the Development Agreement, in the event the Property tied to the Project is sold during the three (3) year construction phase (or an extension of the three (3) year Construction Phase, which extension shall be requested by the SMCRA and which request shall not be unreasonably denied by OCED and Miami -Dade County), or if the Project construction has not been completed within three (3) years of the date of the execution of this document, or of the requirements set forth in the Development Agreement are not complied with or SMCRA fails to properly perform under said agreement, Miami -Dade County shall be entitled to the reimbursement of its $394,000 contribution to the purchase of the Property, plus twelve percent (12 %) compound interest as well as the County's proportional share of any proceeds in excess of the original purchase price of the Property. This Note is secured by a mortgage, of even date herewith, on the real property owned by the undersigned located at 6442 SW 59`' Place, 6443 SW 60"' Avenue, and 6429 SW 59`x' Place, South Miami, Florida 33143 (the "Property"). The legal description of the Property is attached hereto as exhibit A. If the undersigned fails to construct the Project within the time frame delineated in the Development Agreement, fails to comply with the requirements and obligations set forth in the Development Agreement, or has provided false information in support of the application for loan or MDC & SMCRA — Promissory Note Page I of 6 has otherwise violated OCED, CDBG, and HUD guidelines under title 24 Part 570 of the Code of Federal Regulations (CFR), or if the Property securing this Note is sold or in any way alienated or transferred, such an event shall constitute a default, and the aforementioned principal sum shall, at the option of the holder hereof, become at once due and collectable without notice, time being of the essence, and shall bear compound interest at the rate of twelve percent (12 %), with such interest accruing from the date the loan is disbursed to SMCRA until the date the entire principal plus interest and proportional property appreciation (as reflected in any sale of the Property) is paid in full. Determination that SMCRA is constructing the Project as provided for under the Development Agreement, transfer or sale of the Property, or the undersigned's violation of the Development Agreement are sufficient reasons to call for payment of this Note. This determination shall rest with the OCED and/or its designated agents and the maker shall be notified of the time and place of payment. Subordination of this Note or the SMCRA's refinancing of the subject Property shall also constitute default. However, upon reasonable notification and reasonable request of the SMCRA, OCED and Miami -Dade County shall entertain and authorize subordination of this note and shall not unreasonably reject such a request. Borrower agrees to assign any proceeds to the county from any contract between the county, its agencies or instrumentalities and the borrower or any firm, corporation, partnership or joint venture in which the borrower has a controlling financial interest in order to secure repayment of the loan. "Controlling financial interest" shall mean ownership, directly or indirectly to ten percent or more of the outstanding capital stock in any corporation or a direct or indirect interest of ten percent or more in a firm, partnership or other business entity. The undersigned reserve(s) the right to repay at any time all or any part of the principal amount of this Note without the payment of penalties or premiums, however, SMCRA shall repay such principal with interest calculated as provided herein. If the principal amount of this Note is not paid when due, the undersigned's action shall constitute a default and the undersigned shall, at the option of the OCED, pay to the OCED the late charge of one percent per calendar month, or fraction thereof, on the amount past. due and remaining unpaid. Failure of the OCED to exercise such option shall not constitute a waiver of such default. If the undersigned shall default on payment under this Note, or provide false information in support of the application for loan, or otherwise violate the CDBG, the undersigned may be subject to penalties authorized by state and local laws, codes, rules and regulations. If this Note be reduced to judgment, such judgment shall bear the maximum interest rate allowed by law. If suit is instituted by the OCED or Miami -Dade County to recover on this Note, the undersigned agree(s) to pay all costs of such collection including reasonable attorney's fees, at trial and appellate levels, and court costs. DEMAND, protest and notice of demand and protect are hereby waived, and the undersigned hereby waives, to the extent authorized by law, all exemption rights which otherwise would apply to the debt evidenced by this Note. MDC & SMCRA — Promissory Note Page 2 of 6 Whenever used herein the terms "holder ", "maker" and "payee" shall be construed in the singular or plural as the context may require or admit. MDC & SMCRA — Promissory Note Page 3 of 6 IN WITNESS WHEREOF, this Note has been duly executed by the undersigned as of its date. WITNESSES: Signature Print Name Signature Print Name STATE OF FLORIDA } } SS COUNTY OF MIAMI -DADE } By: Stephen David, Director, SMCRA The foregoing instrument was acknowledged before me this day of , 2007, by Stephen David, the SMCRA acting director. He is personally known to me, or has produced as identification and that she /he did execute this instrument freely and voluntarily for the purposes stated herein. My Commission Expires: WITNESSES: Signature Print Name Notary Public, State of Florida Print Name Chairperson, SMCRA South Miami Community Redevelopment Agency MDC & SMCRA — Promissory Note Page 4 of 6 Signature Print Name STATE OF FLORIDA } } SS COUNTY OF MIAMI -DADE } The foregoing instrument was acknowledged before me this day of , 2007, by , Chairperson of the SMCRA Board of Directors. He /She is personally known to me, or has produced as identification and that she /he did execute this instrument freely and voluntarily for the purposes stated herein. My Commission Expires: Notary Public, State of Florida Print Name MDC & SMCRA — Promissory Note Page 5 of 6 Exhibit A LEGAL DESCRIPTION OF PROPERTY Folio Numbers, Property Descriptions and Addresses: 09- 4025 - 010 -0180: FRANKLIN SUB PB 5 -34 LOT 17 LESS E27.50FT BLK 3 LOT SIZE 4625 SQ FT; 6442 SW 59th Place, South Miami 09- 4025 -010 -0050: FRANKLIN SUBDIVISION PB 5 -34 LOT 4 LESS W2.5FT FOR R/W BLK 1 LOT SIZE 5875 SQ FT; 6443 SW 60th Avenue, South Miami MDC & SMCRA — Promissory Note Page 6 of 6 PROMISSORY NOTE Amount $394,000 EXHIBIT 4 Date: August_, 2007 FOR VALUE RECEIVED, the undersigned, South Miami Community Redevelopment Agency ( SMCRA), a community redevelopment agency organized under the laws of Florida, promise(s) to pay to the Miami -Dade County, acting through its Office of Community & Economic Development (hereinafter referred to as "OCED" or the "County"), in the manner hereinafter specified, the principal sum of ($394,000) Three Hundred Ninety -Four Thousand Dollars, payable without interest except as herein below or otherwise provided. This Promissory Note is made to evidence the loan made to the undersigned by the OCED pursuant to a. South Miami Community Advisory Committee of Miami -Dade County recommendation to OCED and Miami -Dade County to provide a Community Block Development Grant to the City of South Miami Community Redevelopment Agency ( SMCRA) as reflected in the Development Agreement between the parties dated June 2007 (hereinafter "Development Agreement"). So long as the undersigned, SMCRA, has not provided false information in support of the application for the loan, or has not otherwise violated the CDBG guidelines, and the Development Agreement between Miami -Dade County/OCED and the SMCRA, the aforementioned principal sum shall be forgiven as provided for in the Development Agreement. Pursuant to the Development Agreement, the SMCRA is to construct the Madison Square /South Miami Strip Mall Project (herein after "Project "). Pursuant to paragraph 7 of the Development Agreement, in the event the Property tied to the Project is sold during the three (3) year construction phase (or an extension of the three (3) year Construction Phase, which extension shall be requested by the SMCRA and which request shall not be unreasonably denied by OCED and Miami -Dade County), or if the Project construction has not been completed within three (3) years of the date of the execution of this document, or of the requirements set forth in the Development Agreement are not complied with or SMCRA fails to properly perform under said agreement, Miami -Dade County shall be entitled to the reimbursement of its $394,000 contribution to the purchase of the Property, plus twelve percent (12 %) compound interest as well as the County's proportional share of any proceeds in excess of the original purchase price of the Property. This Note is secured by a mortgage, of even date herewith, on the real property owned by the undersigned located at 6442 SW 59`x' Place, 6443 SW 60`x' Avenue, and 6429 SW 59"' Place, South Miami, Florida 33143 (the "Property"). The legal description of the Property is attached hereto as exhibit A. If the undersigned fails to construct the Project within the time frame delineated in the Development Agreement, fails to comply with the requirements and obligations set forth in the Development Agreement, or has provided false information in support of the application for loan or MDC & SMCRA — Promissory Note Page I of 6 EXHIBIT 5 DECLARATION OF RESTRICTIONS WHEREAS, the undersigned Owner holds the fee simple title to the land in the South Miami Community Redevelopment Agency ( "SMCRA "), Miami -Dade County, Florida, described in Exhibit "A," attached hereto, and hereinafter called the "Property," and IN ORDER TO ASSURE Miami -Dade County (the "County ") and South Miami Community Advisory Committee ( "CAC ") that the SMCRA shall use the CAC Community Development Block Grant ( "CDBG ") funding of Three Hundred Ninety -Four Thousand dollars and zero cents ($394,000.00) properly, the SMCRA agrees to abide by certain covenants, which covenants and declaration of restriction shall run with the land; and SMCRA acknowledges that it freely, voluntarily and without duress makes the following Declaration of Restrictions covering and running with the Property: (1) SMCRA shall develop a project known as Madison Square /South Miami Strip Mall Project (Project), whose primary purpose is the development of a mixed -use development to meet affordable housing needs on the property and create economic development opportunities, as well as, provide job creation /job retention opportunities; (2) The SMCRA shall create and retain at least one full -time permanent job for low - and moderate - income persons within the commercial retail component of the Project per each $35,000 of CBDG funds used in the purchase of property for the Madison Square /South Miami Strip Mall Project, resulting in 11.25 positions, which shall be rounded up to twelve (12) positions; The twelve (12) full -time permanent jobs shall be created within twelve (12) months of completion of construction of the Project and shall be retained within the commercial /retail component for a period of five (5) years from the date of hire. (3) The SMCRA shall provide employment opportunities that are an integral component designed to promote job opportunities for low to moderate income persons; (4) The SMCRA shall provide jobs for low to moderate income persons where businesses will agree to provide clear opportunities for promotion and economic advancement to persons who are hired; (5) In the event this Property is ever sold, or if the Project construction has not been completed within three (3) years of the date of the execution of this document, Miami -Dade County shall be entitled to the reimbursement of its $394,000 contribution to the purchase of the Property, plus interest at rate of twelve percent (12 %) and its proportional share of any proceeds in excess of the original purchase price of the Property, as well as all rights and remedies to the County set forth in the Mortgage secured by the Property; MDC & SMCRA Declaration of Restrictions (CDBG) Page 1 of 5 (6) Any substantial modification or abandonment of the Madison Square /South Miami Strip Mall Project shall require the approval of CAC and the County, acting through its Office of Community and Economic Development ( "OCED "); (7) As further part of this Declaration, it is hereby understood and agreed that any official inspector of the County, or its agents duly authorized, may have the privilege at any time during normal working hours of entering and inspecting the use of the Madison Square /South Miami Strip Mall premises, once constructed and occupied, to determine whether or not the requirements of the CDBG regulations and these conditions herein agreed to are being complied with. Covenant Running with the Land. This Declaration on the part of the Owner shall constitute a covenant running with the land and shall be recorded, at Owner's expense, in the public records of Miami -Dade County, Florida and shall remain in full force and effect and be binding upon the undersigned Owners, and their heirs, successors and assigns and those claiming through any heir, successor and assign, including all lessees, regardless of payment or satisfaction of the underlying loan until such time as the same may be modified or released by Miami -Dade County. These restrictions during their lifetime shall be for the benefit of, and limitation upon, all present and future owners of the real property and for the benefit of CAC and Miami -Dade County and the public welfare. Owner, and their heirs, successors and assigns, acknowledge that acceptance of this Declaration does not in any way, obligate or provide a limitation on the CAC of Miami -Dade County. Term. This Declaration is to run with the land and shall be binding on all parties and all persons claiming under it until all obligations described herein shall be satisfied, unless an instrument signed by the then - owner(s) of the Property has been recorded agreeing to change the covenant in whole, or in part, provided that the Declaration has first been modified or released by Miami -Dade County, or its successor in interest. The determination that all obligations described herein have been satisfied shall be made by the County in its sole discretion in accordance with federal regulations governing the use of CDBG funds and upon written request from SMCRA. Modification, Amendment, Release. This Declaration of Restrictions may be modified, amended or released as to the land herein described, or any portion thereof, by a written instrument executed by the, then, owner(s) of all of the Property, including joiners of all mortgagees, if any, provided that the same is also approved by the CAC and by Miami -Dade County. Should this Declaration of Restrictions be so modified, amended or released, a written instrument effectuating and acknowledging such modification, amendment or release, shall be executed by all such parties and recorded in the Public Records of Miami -Dade County. Enforcement. Enforcement shall be by action against any parties or person violating, or attempting to violate, any covenants. The prevailing party in any action or suit pertaining to or arising out of this Declaration shall be entitled to recover, in addition to costs and disbursements allowed by law, such sum as the Court may adjudge to be reasonable for the services of his attorney. This enforcement provision shall be in addition to any remedies available at law, in equity or both. MDC & SMCRA Declaration of Restrictions (CDBG) Page 2 of 5 Election of Remedies. All rights, remedies and privileges granted herein shall be deemed to be cumulative and the exercise of any one or more shall neither be deemed to constitute an election of remedies, nor shall it preclude the party exercising the same from exercising such other additional rights, remedies or privileges. Severability. Invalidation of any one of these covenants, by judgment of Court, shall not affect any of the other provisions which shall remain in full force and effect. Owner. The term Owner shall include the Owner, and its heirs, successors and assigns. IN WITNESS WHEREOF, we have hereunto set our hands and seals the day and year written above. WITNESSES: Signature 0 Print Name Signature Print Name STATE OF FLORIDA } } SS COUNTY OF MIAMI -DADE } Stephen David Acting Director, SMCRA The foregoing instrument was acknowledged before me this known to me, or has produced , 20 , by Stephen David. He is personally day of as identification and that she/he did execute this instrument freely and voluntarily for the purposes stated herein. MDC & SMCRA Declaration of Restrictions (CDBG) Page 3 of 5 My Commission Expires: Notary Public, State of Florida Print Name MDC & SMCRA Declaration of Restrictions (CDBG) Page 4 of 5 Exhibit A LEGAL DESCRIPTION OF PROPERTY Folio Numbers, Property Descriptions and Addresses: 09- 4025 -010 -0180: FRANKLIN SUB PB 5 -34 LOT 17 LESS E27.50FT BLK 3 LOT SIZE 4625 SQ FT; 6442 SW 59th Place, South Miami 09 -4025- 010 -0050: FRANKLIN SUBDIVISION PB 5 -34 LOT 4 LESS W2.5FT FOR R/W BLK 1 LOT SIZE 5875 SQ FT; 6443 SW 60th Avenue, South Miami MDC & SMCRA Declaration of Restrictions (CDBG) Page 5 of 5 DECLARATION OF RESTRICTIONS WHEREAS, the undersigned Owner holds the fee simple title to the land in the South Miami Community Redevelopment Agency ( "SMCRA" or "Owner "), Miami -Dade County, Florida, described in Exhibit "A," attached hereto, and hereinafter called the "Property," or if the undersigned Owner does not hold fee simple title to said properties as of the date of this Declaration, the Owner represents that Owner has a contract for purchase of such property and Owner agrees to record this Declaration again as to those properties Owner acquires upon acquiring said fee simple title, and WHEREAS, SMCRA has received a forgivable loan for the purchase of some of these properties, and WHEREAS, SMCRA has committed in Resolution No. R- 931 -06 to the Miami - Dade County Board of County Commissioners that SMCRA will create and retain affordable housing units certain of the properties described in Exhibit A, and IN ORDER TO ASSURE Miami -Dade County (the "County ") and South Miami Community Advisory Committee ( "CAC ") that the SMCRA shall create and retain affordable housing units in accordance with its promises to the Board of County Commissioners, SMCRA agrees to abide by certain covenants, which covenants and declaration of restrictions shall run with the land; and SMCRA acknowledges that it freely, voluntarily and without duress makes the following Declaration of Restrictions covering and running with the Property: (1) SMCRA shall develop a project known as Madison Square /South Miami Strip Mall Project (Project), whose primary purpose is the development of a mixed -use development to meet affordable housing needs on the property and create economic development opportunities, as well as, provide job creation /job retention opportunities; (2) The SMCRA shall designate, as affordable housing, a minimum of thirty (30) affordable housing units that are to be rented and /or sold to low- to moderate - income persons, which shall be defined as income not exceeding 140% of the median income in Miami -Dade County. Furthermore, tenants and/or owners of these affordable units shall not expend more than thirty (30) percent of their monthly income on housing expenses. Further, SMCRA during construction must monitor the project's compliance with the requirements of Section 3 of the Housing and Urban Development Act of 1968 and the implementing regulations in 24 Code of Federal Regulations (CFR) Part 135, as amended by an interim rule published on June 30,1994 (59 FR 33866); and (3) Any substantial modification or abandonment of the Madison Square /South Miami Strip Mall Project shall require the approval of CAC and the County, acting through its Office of Community and Economic Development ( "OCED "); (4) As further part of this Declaration, it is hereby understood and agreed that any official inspector of the County, or its agents duly authorized, may have the MDC & SMCRA — Declaration of Restrictions (Aff Housing) Page 1 of 6 privilege at any time during normal working hours of entering and inspecting the use of the Madison Square /South Miami Strip Mall premises, once constructed and occupied, to determine whether or not the affordable housing commitments described herein are being complied with. (5) For properties listed in Exhibit A to which SMCRA does not hold fee simple title as of the date of this Declaration, SMCRA represents that SMCRA has a contract for purchase of such property and SMCRA shall record this Declaration again as to those properties when SMCRA acquires said fee simple title. Covenant Running with the Land. This Declaration on the part of the Owner shall constitute a covenant running with the land and shall be recorded, at Owner's expense, in the public records of Miami -Dade County, Florida and shall remain in full force and effect and be binding upon the undersigned Owners, and their heirs, successors and assigns and those claiming through any heir, successor and assign, including all lessees, regardless of payment or satisfaction of the underlying loan until such time as the same may be modified or released by Miami -Dade County. These restrictions during their lifetime shall be for the benefit of, and limitation upon, all present and future owners of the real property and for the benefit of CAC and Miami -Dade County and the public welfare. Owner, and their heirs, successors and assigns, acknowledge that acceptance of this Declaration does not in any way, obligate or provide a limitation on the CAC of Miami -Dade County. Term. This Declaration is to run with the land and shall be binding on all parties and all persons claiming under it for a period of twenty (20) years from the date this Declaration is recorded, after which time it shall be extended automatically for successive periods of ten (10) years each, unless an instrument signed by the, then, owner(s) of the Property has been recorded agreeing to change the covenant in whole, or in part, provided that the Declaration has first been modified or released by Miami - Dade County, or its successor in interest. Modification, Amendment, Release. This Declaration of Restrictions may be modified, amended or released as to the land herein described, or any portion thereof, by a written instrument executed by the, then, owner(s) of all of the Property, including joiners of all mortgagees, if any, provided that the same is also approved by Miami -Dade County. Should this Declaration of Restrictions be so modified, amended or released, a written instrument effectuating and acknowledging such modification, amendment or release, shall be executed by all such parties and recorded in the Public Records of Miami -Dade County. Enforcement. Enforcement shall be by action against any parties or person violating, or attempting to violate, any covenants. The prevailing party in any action or suit pertaining to or arising out of this Declaration shall be entitled to recover, in addition to costs and disbursements allowed by law, such sum as the Court may adjudge to be reasonable for the services of his attorney. This enforcement provision shall be in addition to any remedies available at law, in equity or both. Election of Remedies. All rights, remedies and privileges granted herein shall be deemed to be cumulative and the exercise of any one or more shall neither be MDC & SMCRA — Declaration of Restrictions (Aff Housing) Page 2 of 6 deemed to constitute an election of remedies, nor shall it preclude the party exercising the same from exercising such other additional rights, remedies or privileges. Severability. Invalidation of any one of these covenants, by judgment of Court, shall not affect any of the other provisions which shall remain in full force and effect. Owner. The term Owner shall include the Owner, and its heirs, successors and assigns. IN WITNESS WHEREOF, we have hereunto set our hands and seals the day and year written above. WITNESSES: Signature Print Name Signature Print Name STATE OF FLORIDA } } SS COUNTY OF MIAMI -DADE } BY: Stephen David Acting Director, SMCRA The foregoing instrument was acknowledged before me this day of , 20 , by Stephen David. He is personally known to me, or has produced as identification and that she /he did execute this instrument freely and voluntarily for the purposes stated herein. MDC & SMCRA — Declaration of Restrictions (Aff Housing) Page 3 of 6 My Commission Expires: Notary Public, State of Florida Print Name MDC & SMCRA — Declaration of Restrictions (Aff Housing) Page 4 of 6 Exhibit A (Part 1) LEGAL DESCRIPTION OF PROPERTY 1. 09 -4025- 010 -0280: FRANKLIN SUB PB 5 -34 P 19 -3 AKA W40FT LOT 27 BLK 5 LOT SIZE 2000 SQUARE FEET 2. 09- 4025 -010 -0270: FRANKLIN SUB PB 5 -34 LOT 27 LESS W40FT BLK 5 & W 15FT OF LOT 40 BLK 7 AKA P 19 -2 LOT SIZE 4250 SQUARE FEET 3. 09- 4025- 010 -0290: FRANKLIN SUB PB 5 -34 NI/2 OF LOT 28 BLK 5 LOT SIZE 2750 SQUARE FEET ** 4. 09- 4025- 010 -0300: FRANKLIN SUB PB 5 -34 LOT 2 LESS W2.50FT BLK 1 LOT SIZE 5875 SQ FT ** 5. 09- 4025- 010 -0310: FRANKLIN SUB PB 5 -34 LOT 29 BLK 5 LOT SIZE 5500 SQUARE FEET 6. 09- 4025- 010 -0320: FRANKLIN SUB PB 5 -34 LOT 30 BLK 5 LOT SIZE 5500 SQUARE FEET 7. 09- 4025- 010 -0010: FRANKLIN SUB PB 5 -34 P 20 -3 AKA LOT 1 LESS E2FT BLK 1 LOT SIZE 5900 SQUARE FEET 8. 09 -4025- 010 -0020: FRANKLIN SUB PB 5 -34 E217T LOT 1 BLK 1 & W35FT LOT 14 BLK 3 LOT SIZE 1850 SQUARE FEET 9. 09 -4025- 010 -0140: FRANKLIN SUB PB 5 -34 P 20 -1 AKA LOT 14 LESS W35FT & LESS BEG 35FTE & 20FTS OF NW COR OF LOT 14 TH E15.61FT SELY A/D 42.44FT W42.93FT N30FT TO POB BLK 3 10. 09 -4025- 010 -0160: FRANKLIN SUB PB 5 -34 S1 /2 LOT 15 LESS R/W BLK 3 LOT SIZE 2203 SQ FT ** 11. 09 -4025- 010 -0170: FRANKLIN SUB PB 5 -34 LOT 16 LESS R/W BLK 3 LOT SIZE 4628 SQ FT ** 12. 09 -4025- 010 -0180: FRANKLIN SUB PB 5 -34 LOT 17 LESS E27.50FT BLK 3 LOT SIZE 4625 SQ FT 13. 09- 4025- 010 -0050: FRANKLIN SUBDIVISION PB 5 -34 LOT 4 LESS W2.5FT FOR R/W BLK 1 LOT SIZE 5875 SQ FT MDC & SMCRA — Declaration of Restrictions (Aff Housing) Page 5 of 6 Exhibit A (part 2) 14. 09 -4025- 010 -0040: FRANKLIN SUB PB 5 -34 LOT 3 LESS W2.5FT FOR R/W BLK 1 LOT SIZE 5875 SQ FT 15. 09- 4025 -010 -0030: FRANKLIN SUB PB 5 -34 LOT 2 LESS W2.50FT BLK 1 LOT SIZE 5875 SQ FT ** Properties under contract for sale with SMCRA. See Section 6 herein for SMCRA obligations to record this declaration of restrictions on those properties following acquisition of fee simple title. MDC & SMCRA — Declaration of Restrictions (Aff Housing) Page 6 of 6