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Resolution 2020-31238 RESOLUTION NO. 2020-31238 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING, FOLLOWING SECOND READING/PUBLIC HEARING, AN AMENDMENT NO. 2 TO THE LEASE BETWEEN THE CITY (LESSOR) AND EHDOC COUNCIL TOWERS LIMITED PARTNERSHIP(LESSEE), IN CONNECTION WITH THE CITY'S LEASE OF AIR RIGHTS FOR AFFORDABLE ELDERLY HOUSING AT COUNCIL TOWERS SOUTH, LOCATED AT 1040 COLLINS AVENUE, MIAMI BEACH, FLORIDA,TO AMEND THE CURRENT LEASE TO INCORPORATE CERTAIN HUD REQUIREMENTS AND MODIFICATIONS NECESSARY FOR HUD TO INSURE THE MORTGAGE LOAN THAT WILL REFINANCE THE PROPERTY AND PAY FOR THE AGREED UPON IMPROVEMENTS, INCLUDING EXTENDING THE LEASE TERM TO JULY 8, 2076 BY EFFECTIVELY EXERCISING THE RENEWAL OPTION CONTAINED IN AMENDMENT NO. 1; AND FURTHER AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AMENDMENT NO. 2 BETWEEN THE CITY AND LESSEE. WHEREAS, on or about July 8, 1976, the City Commission of the City of Miami Beach adopted Resolution No. 1976-15085, approving a Lease Agreement between the City and Senior Citizens Housing Development Corporation of Miami Beach ("Lease"), for certain air rights and easements to City-owned property located at 533 Collins Avenue,for the construction and operation of a residential building for elderly housing ("Council Towers South" or the "Building"), and with the City retaining the rights to the management and operation of the municipal parking lot on the ground floor below the demised premises; and WHEREAS, the Lease had an initial term of fifty(50)years, expiring on July 8, 2026; and WHEREAS,the Building was completed in 1979, and includes approximately 125 residential dwelling units, providing quality affordable rental housing for low-income seniors; and WHEREAS, on or about March 8, 1978, and in accordance with Section 34 of the Lease, Senior Citizens Housing Development Corporation of Miami Beach assigned the Lease to Lessee, and such assignment was duly recorded in O.R. Book 9967, Page 271 of the public records of Miami-Dade County; and WHEREAS, Lessee desires to obtain financing for the purpose of constructing certain capital improvements or other renovations to the Building, including building systems, individual dwelling units, and common areas, with the intent for such improvements, as defined more fully in Section II of this Amendment No. 1, to improve security, safety, and the quality of living conditions for the Building's residents; and WHEREAS, Amendment No.1 provides for a lease term expiring on July 8, 2026 with an option to renew for an additional 50-year term, expiring on July 8, 2057, subject to Lessee's compliance with the terms of the Lease; and WHEREAS, in order to obtain long-term financing for the Lessee's proposed renovations, Lessee requests amending the agreement to provide for an initial term expiring on July 8, 2076, which amendment will effectively authorize the renewal option set forth in Amendment No. 1; and WHEREAS, in addition to the extension of the term, Lessee is requesting additional amendments to the Agreement required by HUD to obtain financing, including removing HUD's right to purchase good and marketable fee title to the demised premises within twelve (12) months after acquiring the demised premises found in Section 34, part 2 of the Lease; and WHEREAS, in view of the City Commission's desire to support and incentivize affordable housing projects within the City of Miami Beach, including affordable elderly housing, the City Commission desires to extend the term of the Lease, and waives the competitive bidding and appraisal requirements of Chapter 82-37 and 82-39 of the City Code, finding it in the best interests of the City to do so; and WHEREAS, a lease of ten years or more ofthe 533 Collins Avenue property is governed by the provisions of Section 1.03(b)(4) of the City Charter, and requires approval of a majority 4/7ths vote of all members of the Planning Board, and a 6/7ths vote of the City Commission; and WHEREAS, on December 19, 2017, following consideration of the Planning Department analysis required pursuant to Section 82-38 of the City Code, the proposed lease extension was unanimously approved by the Planning Board; and WHEREAS, on February 23, 2018, as required by Section 82-37 of the City Code, the Finance and Citywide Projects Committee reviewed the proposed lease, and unanimously recommended that the Mayor and City Commission approve the foregoing Amendment No. 1, a copy of which is attached to the Commission Memorandum accompanying this Resolution; a WHEREAS, on February 12, 2020, the Mayor and City Commission approved the proposed lease Amendment No. 2 on first reading and set a second reading/public hearing for March 18, 2020. NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission hereby approve, following second reading/public hearing, an Amendment No. 2 to the Lease between the City (Lessor) and EHDOC Council Towers Limited Partnership (Lessee), in connection with the City's lease of air rights for affordable elderly housing at Council Towers South, located at 533 Collins Avenue, Miami Beach, Florida, to amend the current Lease to incorporate certain HUD requirements and modifications necessary for HUD to insure the mortgage loan that will refinance the property and pay for the agreed upon improvements, including extending the lease term to July 8, 2076 by effectively exercising the renewal option contained in Amendment No. 1; and further authorizing the Mayor and City Clerk to execute Amendment No. 2 between the City and Lessee. PASSED AND ADOPTED thisetaday of qpr 202W Dan Gelber, Mayor ATTES '` 4( Let 1.e, cy Rafael E. Grana o, ity Clerk APPROVED AS TO � M0 FORM & LANGUAGE I , & FOR EX CUTION = °` ,\` 'INCORP ORATED ; akG6 -z6 RCH`26, / City Attorney ,, Date Resolutions-R7 A MIAMI BEACH COMMISSION MEMORANDUM TO: Honorable Mayor and Members of the City Commission FROM: Jimmy L. Morales, City Manager DATE: April 22, 2020 9:05 a.m. Public Hearing SUBJECT: 1. A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING, FOLLOWING SECOND READING/PUBLIC HEARING, AN AMENDMENT NO. 2 TO THE LEASE BETWEEN THE CITY (LESSOR) AND EHDOC COUNCIL TOWERS LIMITED PARTNERSHIP (LESSEE), IN CONNECTION WITH THE CITY'S LEASE OF AIR RIGHTS FOR AFFORDABLE ELDERLY HOUSING AT COUNCIL TOWERS SOUTH, LOCATED AT 1040 COLLINS AVENUE, MIAMI BEACH, FLORIDA, TO AMEND THE CURRENT LEASE TO INCORPORATE CERTAIN HUD REQUIREMENTS AND MODIFICATIONS NECESSARY FOR HUD TO INSURE THE MORTGAGE LOAN THAT WILL REFINANCE THE PROPERTY AND PAY FOR THE AGREED UPON IMPROVEMENTS, INCLUDING EXTENDING THE LEASE TERM TO JULY 8, 2076 BY EFFECTIVELY EXERCISING THE RENEWAL OPTION CONTAINED IN AMENDMENT NO. 1; AND FURTHER AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AMENDMENT NO. 2 BETWEEN THE CITYAND LESSEE. 2. A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING, FOLLOWING SECOND READING/PUBLIC HEARING, AN AMENDMENT NO. 2 TO THE LEASE BETWEEN THE CITY (LESSOR) AND EHDOC COUNCIL TOWERS LIMITED PARTNERSHIP (LESSEE), IN CONNECTION WITH THE CITY'S LEASE OF AIR RIGHTS FOR AFFORDABLE ELDERLY HOUSING AT COUNCIL TOWERS NORTH, LOCATED AT 1040 COLLINS AVENUE, MIAMI BEACH, FLORIDA, TO AMEND THE CURRENT LEASE TO INCORPORATE CERTAIN HUD REQUIREMENTS AND MODIFICATIONS NECESSARY FOR HUD TO INSURE THE MORTGAGE LOAN THAT WILL REFINANCE THE PROPERTY AND PAY FOR THE AGREED UPON IMPROVEMENTS, INCLUDING EXTENDING THE LEASE TERM TO JULY 8, 2076 BY EFFECTIVELY EXERCISING THE RENEWAL OPTION CONTAINED IN AMENDMENT NO. 1; AND FURTHER AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AMENDMENT NO. 2 BETWEEN THE CITYAND LESSEE. RECOMMENDATION Page 271 of 435 This project aligns with the 2020 strategic prosperity connection to revitalize targeted areas and increase investment. The Administration recommends that the Mayor and City Commission adopt the Resolution approving Amendment No. 2 to the Lease between the City and EHDOC Council Towers Limited Partnership in order to enable them to obtain the requisite financing to proceed with the renovation of the elderly housing project. BACKGROUND/HISTORY The City of Miami Beach ("Lessor") and EHDOC Council Towers Limited Partnership, as assignee of Miami Beach Senior Citizens Housing Development Corporation, Inc., as assignee of Senior Citizens Housing Development Corporation of Miami Beach("Lessee"), are parties to two separate, but similar, lease agreements, both dated July 9, 1976 (collectively "Leases"). The Leases are for the air rights located above the City-owned properties located at 533 Collins Avenue ("Council Towers South") and 1040 Collins Avenue ("Council Towers North"). Council Towers South is a 12 story building consisting of 125 units and approximately 115,231 square feet. Council Towers North is a 12 story building consisting of 125 units and approximately 115,036 square feet. Both properties were completed in 1979 and offer quality affordable housing for low-income senior citizens. On August 31, 2017, representatives from Lessee met with the Administration to discuss an amendment to the lease regarding Lessee's request for the City to grant a new renewal option of the leases. The renewal option would be for a period of fifty(50)years, to be effective at the end of the current term (i.e. July 9, 2026), subject to compliance with the terms of the Leases. The additional term was necessary in order to facilitate the refinancing and renovation of both properties. The renovations will include, but not be limited to, site work, exterior façade work, new windows, interior common areas and office renovations, apartment renovations, and building systems (e.g., elevators, roof, electric, plumbing, water pumps, generators, fire alarm systems,etc.). The Administration worked with Lessee to provide provisions in the lease extension agreement, including, but not limited to: 1) enhancements to generator capacity to ensure continued operation of HVAC, elevators, life safety systems, etc. after a tropical storm or hurricane for a period up to 96 hours after loss of power, 2) criteria for condition of building/units at the end of the extended term; 3)compliance with Miami Dade County 40 year recertification requirements, and subsequent 10 year recertification requirements;4) proactive management and compliance with the required Miami-Dade County annual registration of eligible tenants for the County's Emergency Evacuation Assistance Program (EEAP)for the elderly and/or disabled individuals and 5) compliance with required Miami Beach registration of other residents who need some type of daily assistance to live on their own, including completion of annual assessment form. Pursuant to Resolution 2018-30280 (South Tower) and Resolution 2018-30281 (North Tower), on May 8, 2018, the Lessor and the Lessee entered into Amendment No. 1 to both Leases, subject to the consent and approval of the US Department of Housing and Urban Development ("HUD"). Following the execution of Amendment No. 1, Lessee has requested that the City enter into Amendment No. 2 to the Leases to incorporate certain modifications to the Lease in order to comply with current HUD requirements necessary for Lessee to obtain a Mortgage Loan. ANALYSIS Page 272 of 435 Lessee has requested that the Leases be amended again to incorporate certain HUD requirements and modifications necessary for HUD to grant its consent and approval of Amendment No. 1 on both Leases, approve the assignment of the Leases and to agree to ' insure the Mortgage Loan that will refinance the properties and pay for the agreed upon improvement. These requirements, modifications and HUD consents are incorporated into the proposed Amendment No. 2 drafted for each Lease, attached hereto as Exhibit A (South Tower)and Exhibit B (North Tower). In order for HUD to insure the loan to refinance the properties and to consent to Amendment No. 1 to the Leases HUD requires that the HUD provisions found in Section 34 of the current Leases be replaced by the requirements found in the HUD Lease Addendum — Multifamily, form HUD - 92070 ("Lease Addendum") which is attached to each Amendment No. 2. The Lease Addendum replaces and restates the HUD requirements currently found in Section 34 of the Leases. Amendment No. 2 specifically removes HUD's right to purchase good and marketable fee title to the demised premises, within twelve (12) months after acquiring the demised premises found in Section 34, part 2 of the Leases. Currently HUD has the right to purchase the South Tower premises for$236,110 and the North Tower for$212,500. Section 34 of the Leases requires that HUD consent to any modification of the Lease and Section IX of Amendment No. 1 to the Leases requires that HUD consent to Amendment No. 1 pursuant to Section 34 and Section 20 of the Lease. HUD has agreed to consent to the modifications of, and Amendments to, the Leases, the Assignment of the Leases and to insure the refinance mortgage loan secured by the leasehold estate upon the adoption of Amendment No. 2 to the Leases. The HUD consent is found in Section 17 of the Lease Addendum attached to each Amendment No. 2. Pursuant to federal statute, HUD requires that the term of a lease for a loan insured pursuant to Section 221(d)4 of the National Housing Act must be either (1) for a period of not less than 99 years and the term is renewable, or(2)for a period having a period of not less than 10 years to run beyond the maturity date of the mortgage. The proposed maturity date of the mortgage loan is in 2061. Accordingly, Amendment No. 2 proposes an initial term ending in 2076, which amendment will effectively exercise the renewal option approved in Amendment No. 1. In addition, HUD guidance requires that the lease conform with the applicable HUD regulations and incorporate the Lease Addendum. In this case HUD has agreed to modify the Lease Addendum by waiving the HUD right to purchase the fee interest found in Section 7. HUD also modified the Lease Addendum to reflect that the lease involves air rights. The adoption of Amendment No. 2 will satisfy the HUD requirements for insuring the mortgage loan. Material Lease Modifications Lessee: EHDOC COUNCIL TOWERS LIMITED PARTNERSHIP, a Florida limited partnership, as assignee of Miami Beach Senior Citizens Housing Development Corporation, Inc., as assignee of Senior Citizens Housing Development Corporation of Miami Beach. Term: Commencing July 9, 1976 and ending July 8,2076. Renewal Options: Lessee shall have no option to renew the Lease upon expiration of the term. Page 273 of 435 CONCLUSION This item was approved on first reading at the February 12, 2020 Commission meeting. The Administration recommends in favor of executing Amendment No. 2 to the Lease Agreements for Council Towers South and Council Towers North, with EHDOC Council Towers Limited Partnership, in accordance with the above stipulated terms and conditions. Applicable Area. South Beach Is this a"Residents Right Does this item utilize G.O. to Know" item. pursuant to Bond Funds? City Code Section 2-14? No No Strategic Connection Prosperity-Revitalize targeted areas and increase investment. Legislative Tracking Property Management ATTACHMENTS: Description D Exhibit A-Amendment No. 2 to Lease(South Tower) ra Exhibit B -Amendment No. 2 to Lease (North Tower) D Resolution 1 o Resolution 2 Page 274 of 435 AMENDMENT NO. 2 TO LEASE (COUNCIL TOWERS SOUTH) This Amendment No. 2 to the Lease dated July 9, 1976, and amended May 8, 2018, is entered into as of February 1, 2020 ("Amendment No. 2"), between the CITY OF MIAMI BEACH, a Florida municipal corporation ("City" or "Lessor"), and EHDOC COUNCIL TOWERS LIMITED PARTNERSHIP, a Florida limited partnership("Tenant"). WITNESSETH: WHEREAS, the City and Senior Citizens Housing Development Corporation of Miami Beach, a District of Columbia corporations("Original Lessee") entered into a Lease Agreement dated July 9, 1976 and recorded on March 8, 1978 in O. R. Book 9967, Page 193 of the public records of Miami-Dade County, Florida("Public Records");and WHEREAS, on or about March 8, 1978, the Original Lessee assigned the Lease Agreement to The Miami Beach Senior Citizens Housing Development Corporation, Inc., a non- profit Florida corporation ("Lessee"),and such assignment was duly recorded in O.R. Book 9967, Page 230 of the Public Records("Assignment of Lease");and WHEREAS, Lessor and Lessee and have executed that certain Amendment No. 1 to Lease Agreement on or about May 8, 2018 ("Amendment No. 1" ); and WHEREAS, Lessee has assigned the Lease to EHDOC Council Towers Limited Partnership, a Florida limited partnership ("Tenant") by an Assignment and Assumption Agreement dated as of February 1, 2020 and recorded simultaneously herewith (the Lease Agreement, Assignment of Lease, Amendment No. 1, and Assignment and Assumption Agreement collectively referred to herein as the"Lease"); and WHEREAS, the City and Tenant desire that the Tenant may obtain a mortgage loan from Greystone Servicing Company LLC,a Delaware limited liability company("Lender")in the sum of approximately$30,000,000.00 ("Mortgage Loan")to be secured by a leasehold mortgage and which Mortgage Loan will be insured by the U.S.Department of Housing and Urban Development ("HUD") under the provisions of Section 22 l(d)4 of the National Housing Act,and the Regulation thereunder;and WHEREAS, Lender is unwilling to make, and HUD is unwilling to insure the Mortgage Loan unless Lessor and Tenant agree to amend the Lease to satisfy certain requirements of HUD and Lender; and WHEREAS,the HUD requirements include extending the expiration date of the Lease to July 8, 2076, amending certain HUD requirements in Section 34 of the Lease and consenting to the Lease. Page 275 of 435 NOW THEREFORE, the Lessor and Tenant for and in consideration of the mutual covenants, agreements and undertakings herein contained, do by these present mutually covenant and agree to amend the Lease,as follows: I. Recitals. The recitals to this Amendment No. 2 are incorporated by reference as if fully set forth herein. Lessee warrants and represents that the recitals to this Amendment No.2 are true and correct II. Amendments. The Lease is hereby amended as follows; 1) Term of Lease. The third paragraph of the Original Lease is hereby deleted and replaced in its entirety with the following: To have and to hold the demised premises for a term to commence upon the date of execution of this Lease, and terminate at midnight on July 8, 2076, unless sooner terminated as hereinafter provided,or extended as provided for herein. 2) Tenant's Ritht to Renew. Section 25 of the Original Lease as amended by Article X of Amendment No. 1 are hereby deleted and Section 25 is replaced in its entirety by the following: This Lease as amended by Amendment No. 1 and Amendment No. 2, shall terminate on July 8, 2076. Upon termination the Tenant shall have no option to renew the Lease. 3) HUD Section 207 Requirements. Section 34 of the Lease is hereby deleted and replaced in its entirety by the Lease Addendum — Multifamily (form HUD —2070M) which is attached hereto as Exhibit"A"and made a part thereof as though fully written therein. III. Ratification of Lease. Except as specifically amended herein, all other terms and conditions of the Lease shall remain in full force and effect. In the event there is a conflict between the provisions provided herein and the Lease,the provisions of this Amendment No.2 shall govern. IV. No Default. Each of Lessor and Tenant hereby represent,warrant and stipulate to, that as of the Effective Date:(a)neither party claims nor believes the other party is in default under the Lease; (b)neither party has any knowledge of any condition or occurrence of any event which would with notice and/or the passage of time constitute a default by either Tenant or Lessor under the Lease or otherwise; and (c) Tenant has no charge, lien, claim or offset under the Lease or otherwise,against Annual Rent or other charges due or to become due thereunder. V. Counterparts. This Amendment No. 2 may be executed in counterparts, each of which shall be deemed an original document,but all of which will constitute one single document. A facsimile or email copy of this Amendment No. 2 any signatures thereof shall be considered for all purposes as originals. VI. Recording: This Amendment No. 2 shall be recorded in the Public Records after the Assignment and Assumption Agreement referenced herein. 2 Page 276 of 435 IN WITNESS WHEREOF, this Amendment has been duly executed by the parties hereto as of the day and year first written above. BY LESSOR: CITY OF MIAMI BEACH Rafael Granado, CITY CLERK Dan Gelber, MAYOR STATE OF FLORIDA ) • COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this_day of , 2020 by Mayor Dan Gelber and Rafael Granado, City Clerk, or their designees respectively, on behalf of the CITY OF MIAMI BEACH, known to me to be the persons described in and who executed the foregoing instrument, and acknowledged to and before me that they executed said instrument for the purposes therein expressed. WITNESS my hand and official seal this day of ,2020. My Commision Expires: Notary Public, State of Florida at Large Commission No: APPROVED AS TO FORM& LANGUAGE &FOR EXECUTION City Attorney Date BY TENANT: 3 Page 277 of 435 Attest: EHDOC Council Towers Limited Partnership, a Florida limited partnership By: EHDOC Council Towers II Charitable Corporation, Print Name a Florida not-for-profit corporation, its General Partner By: Name: Steve Protulis Title: Director STATE OF FLORIDA ) )ss: COUNTY OF ) Sworn to and subscribed before me this day of , 2020, by Steve Protulis,as Director of EHDOC Council Towers [I Charitable Corporation,a Florida not-for-profit corporation,the General Partner of EHDOC Council Towers Limited Partnership,a Florida limited partnership,on behalf of the company and the partnership. Personally Known OR Produced Identification Type of Identification Produced My Commission Expires: Notary Public, State of Florida at Large Commission No.: 4 Page 278 of 435 EXHIBIT A HUD LEASE ADDENDUM - MULTIFAMILY 5 Page 279 of 435 Lease Addendum - U.S.Department of Housing OMB Approval No.2502-0598 and Urban Development (Exp.913012021) Multifamily Office of Housing Public Reporting Burden for this collection of information is estimated to average 0.5 hours per response,including the time for reviewing instructions,searching existing data sources,gathering and maintaining the data needed,and completing and reviewing the collection of information. Response to this request for information is required in order to receive the benefits to be derived. This agency may not collect this information,and you are not required to complete this form unless it displays a currently valid OMB control number. While no assurance of confidentiality is pledged to respondents,HUD generally discloses this data only in response to a Freedom of Information Act request. Warning:Federal law provides that anyone who knowingly or willfully submits(or causes to submit)a document containing any false, fictitious,misleading,or fraudulent statement/certification or entry may be criminally prosecuted and may incur civil administrative liability.Penalties upon conviction can include a fine and imprisonment,as provided pursuant to applicable law,which includes,but is not limited to,18 U.S.C.1001,1010, 1012;31 U.S.C.3729,3802,24 C.F.R.Parts 25,28 and 30,and 2 C.F.R.Parts 180 and 2424. Project Name: Council Towers Seniors Apartment Homes HUD Project No: 066-35353 THIS LEASE ADDENDUM -Multifamily ("Lease Addendum") is attached to and made part of that certain Lease Agreement entered into on the 9th day of July, 1976, between the City of Miami Beach, Florida, a municipal corporation ("Landlord") and Senior Citizens Housing Development Corporation of Miami Beach, Inc., a District of Columbia corporation ("Original Lessee") recorded March 8, 1978 in O.R. Book 9967, Page 193 in the Public Records of Miami-Dade County, Florida, as assigned to Miami Beach Senior Citizens Housing Development Corporation, Inc., a non-profit Florida corporation ("Assignee") by Assignment of Lease dated July 9, 1976, recorded on March 8, 1978 in O.R. Book 9967, Page 230 of said Public Records, as amended by Amendment No.1 to Lease Agreement(South Tower) dated May 8, 2018 and recorded on , 2020 in O.R. Book , Page of the Public Records, and then further assigned to EHDOC Council Towers limited partnership , a Florida limited partnership ("Tenant") by Assignment and Assumption Agreement recorded on , 2020 in O.R. Book , Page of the Public Records (Landlord and Tenant collectively referred herein as the "Parties") (the Lease Agreement, Assignment of Lease, Amendment No. 1 to Lease Agreement and Assignment and Assumpton Agreement collectively referred to herein as the "Lease"). The Lease Addendum is required in connection with a mortgage loan insured by the U.S. Department of Housing and Urban Development ("HUD") for multifamily projects pursuant to the National Housing Act, as amended, found at 12 U.S.C. § 1701, et seq. ("Act"), and made by the following HUD-approved lender, Greystone Servicing Company LLC, a Delaware limited liability company ("Lender"). The insured loan is secured by a Security Instrument on the leasehold estate set forth in the Lease. The definition of any capitalized term or word used in this Lease Addendum and not otherwise defined can be found in the Security Instrument and/or Note between Lender and Tenant; or the Regulatory Agreement between Tenant and HUD. The terms "HUD" and "Lender"as used in the Lease Addendum shall also include their successors and assigns, and the Tenant is the same legal entity as the Borrower under the Security Instrument. All references to "days" in this Lease Addendum shall mean calendar days. Previous editions are obsolete Lease Addendum-Multifamily HUD-92070M(6/18) Page 280 of 435 2 Notwithstanding anything else in the Lease to which this Lease Addendum is attached, and for valuable consideration, the receipt and sufficiency of which the Parties hereto hereby acknowledge and agree, and to induce the Lender to make the Loan to the Tenant described in the Security Instrument, and to induce HUD to insure said Loan, so long as this leasehold estate is subject to a security instrument insured, reinsured, or held by HUD or given to HUD in connection with a resale, or the Property is acquired and held by HUD because of a default under the Security Instrument, Landlord and Tenant acknowledge and agree to the following provisions: The leasehold estate consists of the legally described air rights and easements appurtenant thereto and includes all buildings, improvements, alterations, and fixtures now or in the future located on the legally described air rights and easements appurtenant thereto. The Tenant does not own any of the buildings, improvements, alterations or fixtures. As such, the term "Property" means the legally described air rights and easements appurtenant thereto in the Lease including the buildings, improvements, alterations and fixtures now or in the future located on the air rights and easements appurtenant thereto. 1. Compliance with HUD Requirements. Pursuant to the Act, the following provisions may not be waived under any circumstances, whether for a new lease or an existing lease: (a) the term of the Lease and other Lease provisions comply with the section of the Act and related federal regulations under which the Note is endorsed for mortgage insurance; (b) the Landlord owns the Property in fee simple, and the leasehold estate is directly by the Landlord to the Tenant; (c) the leasehold estate underlying the Lease constitutes a mortgageable real property interest under state law; (d) the Lease and related Lease documents do not conflict with any Program Obligations[1' promulgated by HUD with respect to such mortgage insurance; and (e) all ground rent amounts have prior written approval by HUD. 2. Modifications. The Lease and this Lease Addendum shall not be modified without the written consent of HUD and Lender. Modifications of the Lease and this Lease (LI "Program Obligations"means(1)all applicable statutes and any regulations issued by the Secretary pursuant thereto that apply to the Project,including all amendments to such statutes and regulations,as they become effective, except that changes subject to notice and comment rulemaking shall become effective only upon completion of the rulemaking process, and(2)ail current requirements in HUD handbooks and guides, notices, and mortgagee letters that apply to the Project,and all future updates,changes and amendments thereto,as they become effective,except that changes subject to notice and comment rulemaking shall become effective only upon completion of the rulemaking process,and provided that such future updates,changes and amendments shall be applicable to the Project only to the extent that they interpret,clarify and implement terms in this Lease Addendum rather than add or delete provisions from such document. Handbooks,guides,notices,and mortgagee letters are available on"HUDCLIPS,"at www.hud.gov. Previous editions are obsolete Lease Addendum-Multifamily HUD-92070M(6/18) Page 281 of 435 3 Addendum that are not authorized in writing by HUD and Lender are void and unenforceable. 3. Conflict Provision. The provisions of this Lease Addendum benefit Lender and HUD and are specifically declared to be enforceable against the parties to the Lease and all other persons by Lender and HUD. In the event of any conflict, inconsistency or ambiguity between the provisions of this Lease Addendum and the provisions of any other part of the Lease, the provisions of this Lease Addendum shall prevail and control. 4. Recording. The full Lease agreement and incorporated HUD Lease Addendum, or a memorandum of lease (if permitted under state law), must be recorded in the applicable land records office. If a memorandum of lease or a short form lease is to be recorded, it must set forth the following information, in addition to compliance with state law requirements: (a) names of the Parties; (b) legal description; (c) term and renewals; (d) reference to the HUD Lease Addendum; and (e) Intentionally Omitted. 5. Estoppel Certificate. As a condition of HUD's acceptance of a lease transaction, an estoppel certificate identifying the Lease documents and signed by the Landlord, dated within thirty (30)days of the Note endorsement, must be provided to Lender and HUD at closing. The Landlord must confirm in writing to Lender and HUD that the Security Instrument is authorized, the Lease is in full force and effect, there are no defaults or pending defaults under the Lease or conditions that would give rise to defaults given the passage of time, and that the description of the Property is correct. The document must provide the language required by 24 CFR Section 200.62, and also include the "Warning" language found at the beginning of this Lease Addendum. Upon a reasonable request from Tenant, Lender, or HUD, Landlord further agrees to promply provide from time to time an estoppel certificate to confirm the terms of, and no default under, the Ground Lease. 6. Consent for Mortgage. Landlord agrees that the Tenant is authorized to obtain a loan, the repayment of which is to be insured by HUD and secured by the Security Instrument on this leasehold estate. The Tenant is further authorized to execute all documents necessary as determined by HUD and otherwise to comply with Program Obligations for obtaining such an insured loan. 7. Intentionally Omitted. (HUD Option to Purchase.) 8. Conveyance by Tenant. If approved in writing by HUD in advance, the Tenant may convey, assign, transfer, lease, sublease or sell all or any part of its leasehold interest in the Property without the need for approval or consent by any other person or entity. Previous editions are obsolete Lease Addendum-Multifamily HUD-92070M(6118) Page 282 of 435 4 • 9. Insurance. (a) Insurance policies shall be in an amount, and with such company or companies and in such form, and against such risks and hazards, as shall be approved by Lender and HUD. (b) The Landlord shall not take out separate insurance concurrentin form or contributing in the event of loss with that specifically required to be furnished by the Tenant to Lender. The Landlord may at its own expense, however, take out separate insurance which is not concurrent in form or not contributing in the event of loss with that specifically required to be furnished by the Tenant to Lender. 10.Condemnation. (a) If all or any part of the Property shall be taken or damaged by condemnation, that portion of any award attributable to the Tenant's interest in the Property or leasehold estate or damage to the Tenant's interest in the Property or leasehold estate shall be paid to Lender or otherwise disposed of as may be provided in the Security Instrument. Any portion of the award attributable solely to the Landlord's interest shall be paid to the Landlord. After the date of taking, the annual rent or air rights rent shall be reduced ratably by the proportion which the award paid to the Landlord bears to the total value of the Property as established by the amount HUD is to pay, as set forth in Section 7 of this Lease Addendum. (b) In the event of a negotiated sale of all or a portion of the Property, in lieu of condemnation, the proceeds shall be distributed and annual rent or air rights rent reduced as provided in cases of condemnation above, but the approval of HUD and Lender shall be required as to the amount and division of the payments to be received. 11.Tenant Default on Lease; Cure Rights; Termination. The Landlord may terminate the Lease prior to the expiration day of the full term of this Lease ("Expiration Date") after a Tenant default under this Lease ("Lease Event of Default"), but only under the following circumstances and procedures. (a) If any Lease Event of Default shall occur, then and in any such event, the Landlord shall at any time thereafter during the continuance of such Lease Event of Default and prior to any cure, give written notice of such default(s) ("Notice of Default")to the Tenant, Lender, and HUD, specifying the Lease Event of Default and the methods of cure, or declaring that a Lease Event of Default is incurable. If the Lease Event of Default is a failure to pay money, the Landlord shall specify and itemize the amounts of such default. Failure to pay Previous editions are obsolete Lease Addendum-Multifamily HUD-92070M(6/18) Page 283 of 435 5 money shall be specified as a separate default and not combined with a non- monetary Lease Event of Default. (b) Within sixty (60) days from the date of giving the Notice of Default to the Tenant, the Tenant must cure a monetary default by paying the Landlord all amounts specified in the Notice of Default and must cure any specified Lease Event of Default that is capable of being cured within such period. (c) During the period of one hundred-eighty(180) days commencing upon the date Notice of Default was given to Lender and HUD, Lender or HUD may: (1)cure any Lease Event of Default;and (2)commence foreclosure proceedings or institute other state or federal procedures to enforce Lender's or HUD's rights with respect to the leasehold estate. (d) If HUD or Lender commences foreclosure or other enforcement action within such one hundred-eighty (180) days, then its cure period shall be extended during the period of the foreclosure or other action and for 90 days after the ownership of the Tenant's rights under the Lease is established in or assigned to HUD or such Lender or a purchaser at any foreclosure sale pursuant to such foreclosure or other action. The transfer of the Tenant's rights under the Lease to Lender, HUD or purchaser, pursuant to such foreclosure or other action shall be deemed a termination of any incurable Lease Event of Default and such terminated Lease Event of Default shall not give the Landlord any right to terminate the Lease. Such purchaser may cure a curable Lease Event of Default within said ninety (90)days. (e) If the Tenant, Lender or HUD reasonably undertake to cure any Lease Event of Default during the applicable cure period and diligently pursues such cure, the Landlord shall grant such further reasonable time as is necessary to complete such cure. If after the expiration of all of the foregoing cure periods, no cure or termination of an existing Lease Event of Default has been achieved as aforesaid, then and in that event, the Lease shall terminate, and, on such date, the term of this Lease shall expire and terminate and all rights of the Tenant under the Lease shall cease. All costs and expenses incurred by or on behalf of the Landlord (including, without limitation, reasonable attorneys'fees and expenses) occasioned by any default by the Tenant under this Lease shall constitute additional rent hereunder. The Landlord shall have no right to terminate this Lease except as provided in this Section 11. 12.Lender/HUD Option for New Lease. (a) Upon termination of this Lease pursuant to Section 11 above, the Landlord shall immediately seek to obtain possession of the Property. Upon acquiring such possession, the Landlord shall notify HUD and Lender in writing. Lender Previous editions are obsolete Lease Addendum-Multifamily HUD-92070M(6118) Page 284 of 435 6 and HUD shall each have six (6) months from the date of receipt of such notice of acquisition to elect to take, as Tenant, a new lease on the Property. (b) Such new lease shall have a term equal to the unexpired portion of the term of this Lease immediately prior to such termination and shall, except as otherwise provided herein, be on the same terms and conditions as contained in this Lease, including without limitation, the option to purchase set forth under Section 7 above, except that Lender's or HUD's liability for rent shall not extend beyond their occupancy under such lease. The Landlord shall tender such new lease to Lender or HUD within thirty (30)days after a request for such lease and shall deliver possession of the Property immediately upon execution of the new lease. (c) Upon executing a new lease, Lender or HUD shall pay to the Landlord any unpaid rent due or that would have become due under this Lease to the date of the execution of the new lease, including any taxes which were liens on the Property and which were paid by the Landlord, less any net rentals or other income which the Landlord may have received on account of the Property since the date of default under this Lease. 13.Landlord Cooperation for Needed Authorizations. The Landlord agrees that within ten (10) days after receipt of written request from the Tenant, it will join in any and all applications for permits, licenses or other authorizations required by any Governmental Authority in connection with any work which the Tenant may do hereunder and will also join in any grants for easements for electric, telephone, telecommunications, cable, gas, water, sewer and such other public utilities and facilities as may be reasonably necessary in the operation of the Property and if, at the expiration of such ten (10)day period, the Landlord shall not have joined in any such application, or grants for easements, the Tenant shall have the right to execute such application and grants in the name of the Landlord, and for that purpose, the Landlord hereby irrevocably appoints the Tenant as its attorney-in-fact to execute such papers on behalf of the Landlord, only to the extent that a public body as Landlord may do so within the exercise of its municipal powers and responsibilities. 14.Taxes. Nothing in this Lease shall require the Tenant to pay any franchise, estate, inheritance, succession, capital levy or transfer tax of the Landlord or any income excess profits or revenue tax, or any other tax, assessment charge or levy upon the rent payable by the Tenant under this Lease. 15.Notices. All notices, demands and requests which are required to be given by the Landlord, Tenant, Lender or HUD in connection with the Lease and this Lease Addendum shall be in writing and shall be sent by registered or certified mail, postage prepaid, and addressed to the address of the party as given in this instrument unless a request for a change in this address has been sent to the party giving the notice by registered or certified mail prior to the time when such notice is given. Previous editions are obsolete Lease Addendum-Multifamily HUD-92070M(6/18) Page 285 of 435 7 All notices shall be addressed as follows: If to Lender: Greystone Servicing Company LLC Attn: General Counsel 419 Belle Air Lane Warrenton, VA 20186 If to HUD: Department of Housing and Urban Development Attn: Legal Department 909 SE First Avenue, Suite 500 Miami, Florida 33131 If to Tenant: EHDOC Council Towers Limited Partnership Attn: Steve Protulis 1580 Sawgrass Corporate Pkwv, Suite 100 Fort Lauderdale, FL 33323 If to Landlord: City of Miami Beach 1700 Convention Center Drive Miami Beach, FL 33140 16.No Merger. There shall be no merger of this Lease or the leasehold estate created by this Lease with the fee estate in or ownership of the Property or any interest therein by reason of the fact that the same person or entity may acquire or hold, directly or indirectly, this Lease or the leasehold estate hereby created or any interest therein and fee estate in or ownership of the Property. No such merger shall occur unless and until HUD specifically consents and agrees in writing to such merger. 17. HUD Consent to Lease Amendments and Assignments. Pursuant to Sections 20 and 34 of the Lease and Section IX of Amendment No. 1 to Lease Agreement (Council Towers South) HUD joins into this Lease Addendum to evidence HUD's consent to Amendment No. 1 and Amendment No. 2 to the Lease (Council Towers South) and the Assignment and Assumption Agreement. HUD and the parties hereto further agree that Section 34 of the Lease is hereby deleted in its entirety and replaced by this Lease Addendum. 18.HUD and Lender Consent to Addendum. HUD and Lender join into this Lease Addendum to signify their consent and approval of the modificiations to the Lease, pursuant to this Lease Addendum. (signatures appear on following pages) Previous editions are obsolete Lease Addendum-Multifamily HUD-92070M(6/18) Page 286 of 435 8 • Each signatory below hereby certifies that each of their statements and representations contained in the Lease and this Lease Addendum and all their supporting documentation thereto are true, accurate, and complete. This Lease Addendum has been made, presented, and delivered for the purpose of influencing an official action of HUD in insuring the Loan, and may be relied upon by HUD as a true statement of the facts contained therein. IN WITNESS WHEREOF, the parties hereto have executed this Lease Addendum as of the day and year first written above. BY LESSOR: Attest: City of Miami Beach Florida Rafael Grandado, CITY CLERK Dan Gelber, MAYOR Print Name STATE OF FLORIDA ) SS: COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me by means of = physical presence or 1 online notarization, this ! day of , 2020, by Mayor Dan Gelber and Rafael Granado, City Clerk, or their designees respectively, on behalf of the CITY OF MIAMI BEACH, known to me to be the persons described in and who executed the foregoing instrument, and acknowledged to and before me that they executed said instrument for the purposes therein expressed. WITNESS my hand and official seal, this day of , 2020. My Commission Expires: Notary Public, State of Florida at Large Commission No.: Previous editions are obsolete Lease Addendum-Multifamily HUD-92070M(6118) Page 287 of 435 9 BY TENANT: Attest: EHDOC Council Towers Limited Partnership, a Florida limited partnership By: EHDOC Council Towers 11 Charitable Corporation, Print Name a Florida not-for-profit corporation, its General Partner By: Name: Steve Protulis Title: Director STATE OF FLORIDA ) ) ss: COUNTY OF ) The foregoing instrument was acknowledged before me by means of = physical presence or = online notarization, this day of , 2020, by Steve Protulis, as Director of EHDOC Council Towers II Charitable Corporation, a Florida not-for- profit corporation, the General Partner of EHDOC Council Towers Limited Partnership, a Florida limited partnership, on behalf of the company and the partnership. Personally Known OR Produced Identification Type of Identification Produced • My Commission Expires: Notary Public, State of Florida at Large Commission No.: Previous editions are obsolete Lease Addendum-Multifamily HUD-92070M(6118) Page 288 of 435 10 BY HUD: US DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT ACTING BY AND THROUGH THE SECRETARY By: Authorized Agent STATE OF COUNTY OF Before me the undersigned authority, a notary public, of the state and county aforesaid, appeared, by means of = physical presence or : online notarization, , to me personally known and known to be the duly appointed authorized agent of the Secretary of the United States Department of Housing and Urban Development, who executed the foregoing instrument by virtue of the authority vested in him/her and acknowledged to me that he/she executed it voluntarily for the purposes stated therein on behalf of the Secretary of Housing and Urban Development this the day of Witness my hand and official seal or stamp. Notary Public Print Name: My commission expires: [Affix Notarial Seal] Previous editions are obsolete Lease Addendum-Multifamily HUD-92070M(6f18) Page 289 of 435 11 BY LENDER: Greystone Servicing Company LLC, a Delaware limited liability company By: Lisa Anderson, Vice President (Notary Acknowledgement appears on following page) Previous editions are obsolete Lease Addendum-Multifamily HUD-92070M(6/18) Page 290 of 435 12 • COMMONWEALTH OF VIRGINIA ) ) SS: COUNTY OF FAUQUIER ) The foregoing instrument was acknowledged before me this _ day of 2020, by Lisa Anderson, Vice President of Greystone Servicing Company LLC, a Delaware limited liability company, on behalf of the limited liability company for the purpose therein stated. She is personally known to me or produced as identification. Notary Public, Commonwealth of Virginia Print Name: My commission expires: (SEAL) Previous editions are obsolete Lease Addendum-Multifamily HUD-92070M(6/18) Page 291 of 435 AMENDMENT NO. 2 TO LEASE (COUNCIL TOWERS NORTH) This Amendment No. 2 to the Lease dated July 9, 1976, and amended May 8, 2018, is enteredinto as of February 1, 2020 ("Amendment No. 2"), between the CITY OF MIAMI BEACH, a Florida municipal corporation ("City" or "Lessor"), and EHDOC COUNCIL TOWERS LIMITED PARTNERSHIP,a Florida limited partnership ("Tenant"). WITNESSETH: WHEREAS, the City and Senior Citizens Housing Development Corporation of Miami Beach, a District of Columbia corporations("Original Lessee") entered into a Lease Agreement dated July 9, 1976 and recorded on March 8, 1978 in O. R. Book 9967, Page 234 of the public records of Miami-Dade County,Florida("Public Records"); and WHEREAS, on or about March 8, 1978, the Original Lessee assigned the Lease Agreement to The Miami Beach Senior Citizens Housing Development Corporation, Inc., a non- profit Florida corporation("Lessee"),and such assignment was duly recorded in O.R. Book 9967, Page 271, of the Public Records ("Assignment of Lease"); and WHEREAS, Lessor and Lessee and have executed that certain Amendment No. 1 to Lease Agreement on or about May 8,2018 ("Amendment No. 1" ); and WHEREAS, Lessee has assigned the Lease to EHDOC Council Towers Limited Partnership, a Florida limited partnership ("Tenant") by an Assignment and Assumption Agreement dated as of February 1, 2020 and recorded simultaneously herewith (the Lease Agreement, Assignment of Lease, Amendment No. 1, and Assignment and Assumption Agreement collectively referred to herein as the"Lease");and WHEREAS, the City and Tenant desire that the Tenant may obtain a mortgage loan from Greystone Servicing Company LLC,a Delaware limited liability company("Lender") in the sum of approximately$30,000,000.00("Mortgage Loan")to be secured by a leasehold mortgage and which Mortgage Loan will be insured by the U.S.Department of Housing and Urban Development ("HUD") under the provisions of Section 22I(d)4 of the National Housing Act,and the Regulation thereunder; and WHEREAS, Lender is unwilling to make, and HUD is unwilling to insure the Mortgage Loan unless Lessor and Tenant agree to amend the Lease to satisfy certain requirements of HUD and Lender; and WHEREAS, the HUD requirements include extending the expiration date of the Lease to July 8, 2076, amending certain HUD requirements in Section 34 of the Lease and consenting to the Lease. 1 Page 292 of 435 NOW THEREFORE, the Lessor and Tenant for and in consideration of the mutual covenants, agreements and undertakings herein contained, do by these present mutually covenant and agree to amend the Lease, as follows: I. Recitals. The recitals to this Amendment No. 2 are incorporated by reference as if fully set forth herein. Lessee warrants and represents that the recitals to this Amendment No.2 are true and correct II. Amendments. The Lease is hereby amended as follows; 1) Term of Lease. The third paragraph of the Original Lease is hereby deleted and replaced in its entirety with the following: To have and to hold the demised premises for a term to commence upon the date of execution of this Lease, and terminate at midnight on July 8, 2076, unless sooner terminated as hereinafter provided, or extended as provided for herein. 2) Tenant's Right to Renew. Section 25 of the Original Lease as amended by Article X of Amendment No. 1 are hereby deleted and Section 25 is replaced in its entirety by the following: This Lease as amended by Amendment No. 1 and Amendment No. 2, shall terminate on July 8, 2076. Upon termination the Tenant shall have no option to renew the Lease. 3) HUD Section 207 Requirements. Section 34 of the Lease is hereby deleted and replaced in its entirety by the Lease Addendum—Multifamily (form HUD —2070M) which is attached hereto as Exhibit"A"and made a part thereof as though fully written therein. Ill. Ratification of Lease. Except as specifically amended herein, all other terms and conditions of the Lease shall remain in full force and effect. In the event there is a conflict between the provisions provided herein and the Lease,the provisions of this Amendment No.2 shall govern. IV. No Default. Each of Lessor and Tenant hereby represent, warrant and stipulate to, that as of the Effective Date:(a)neither party claims nor believes the other party is in default under the Lease; (b)neither party has any knowledge of any condition or occurrence of any event which would with notice and/or the passage of time constitute a default by either Tenant or Lessor under the Lease or otherwise; and (c) Tenant has no charge, lien, claim or offset under the Lease or otherwise,against Annual Rent or other charges due or to become due thereunder. V. Counterparts. This Amendment No. 2 may be executed in counterparts, each of which shall be deemed an original document,but all of which will constitute one single document. A facsimile or email copy of this Amendment No.2 any signatures thereof shall be considered for all purposes as originals. VI. Recording: This Amendment No. 2 shall be recorded in the Public Records after the Assignment and Assumption Agreement referenced herein. 2 Page 293 of 435 IN WITNESS WHEREOF, this Amendment has been duly executed by the parties hereto as of the day and year first written above. BY LESSOR: CITY OF MIAMI BEACH Rafael Granado, CITY CLERK Dan Gelber, MAYOR STATE OF FLORIDA ) COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this day of , 2020 by Mayor Dan Gelber and Rafael Granado, City Clerk, or their designees respectively, on behalf of the CITY OF MIAMI BEACH, known to me to be the persons described in and who executed the foregoing instrument, and acknowledged to and before me that they executed said instrument for the purposes therein expressed. WITNESS my hand and official seal this day of ,2020. My Commision Expires: Notary Public, State of Florida at Large Commission No: APPROVED AS TO FORM&LANGUAGE &FOR EXECUTION City Attorney Date 3 Page 294 of 435 • BY TENANT: Attest: EHDOC Council Towers Limited Partnership, a Florida limited partnership By: EHDOC Council Towers 11 Charitable Corporation, Print Name a Florida not-for-profit corporation, its General Partner By: Name: Steve Protulis Title: Director STATE OF FLORIDA ) )ss: COUNTY OF ) Sworn to and subscribed before me this day of , 2020, by Steve Protulis,as Director of EHDOC Council Towers II Charitable Corporation,a Florida not-for-profit corporation,the General Partner of EHDOC Council Towers Limited Partnership,a Florida limited partnership, on behalf of the company and the partnership. Personally Known OR Produced Identification Type of Identification Produced My Commission Expires: Notary Public, State of Florida at Large Commission No.: 4 Page 295 of 435 EXHIBIT A HUD LEASE ADDENDUM-MULTIFAMILY 5 Page 296 of 435 Lease Addendum - U.S.Department of Housing OMB Approval No.2502-0598 and Urban Development (Exp.9/30/2021) Multifamily Office of Housing Public Reporting Burden for this collection of information is estimated to average 0.5 hours per response,including the time for reviewing instructions,searching existing data sources,gathering and maintaining the data needed,and completing and reviewing the collection of information. Response to this request for information is required in order to receive the benefits to be derived. This agency may not collect this information,and you are not required to complete this form unless it displays a currently valid OMB control number. While no assurance of confidentiality is pledged to respondents,HUD generally discloses this data only in response to a Freedom of Information Act request. Warning:Federal law provides that anyone who knowingly or willfully submits(or causes to submit)a document containing any false, fictitious,misleading,or fraudulent statement/certification or entry may be criminally prosecuted and may incur civil administrative liability.Penalties upon conviction can include a fine and imprisonment,as provided pursuant to applicable law,which includes,but is not limited to,18 U.S.C. 1001,1010,1012;31 U.S.C.3729,3802,24 C.F.R.Parts 25,28 and 30,and 2 C.F.R.Parts 180 and 2424. Project Name: Council Towers Seniors Apartment Homes HUD Project No: 066-35353 THIS LEASE ADDENDUM - Multifamily ("Lease Addendum") is attached to and made part of that certain Lease Agreement entered into on the 9th day of July, 1976, between the City of Miami Beach, Florida, a municipal corporation ("Landlord") and Senior Citizens Housing Development Corporation of Miami Beach, Inc., a District of Columbia corporation ("Original Lessee") recorded March 8, 1978 in O. R. Book 9967, Page 234 in the Public Records of Miami-Dade County, Florida, as assigned to Miami Beach Senior Citizens Housing Development Corporation, Inc., a non-profit Florida corporation ("Assignee") by Assignment of Lease dated July 9, 1976, recorded on March 8, 1978 in O. R. Book 9967, Page 271 of said Public Records, as amended by Amendment No.1 to Lease Agreement (North Tower) dated May 8, 2018 and recorded on , 2020 in O.R. Book , Page of the Public Records; and then further assigned to EHDOC Council Towers limited partnership , a Florida limited partnership ("Tenant") by Assignment and Assumption Agreement recorded on , 2020 in O.R. Book , Page of the Public Records. (Landlord and Tenant collectively referred herein as the "Parties") (the Lease Agreement, Assignment of Lease, Amendment No. 1 to Lease Agreement and Assignment and Assumpton Agreement collectively referred to herein as the "Lease"). The Lease Addendum is required in connection with a mortgage loan insured by the U.S. Department of Housing and Urban Development("HUD")for multifamily projects pursuant to the National Housing Act, as amended, found at 12 U.S.C. § 1701, et seq. ("Act"), and made by the following HUD-approved lender, Greystone Servicing Company LLC, a Delaware limited liability company ("Lender"). The insured loan is secured by a Security Instrument on the leasehold estate set forth in the Lease. The definition of any capitalized term or word used in this Lease Addendum and not otherwise defined can be found in the Security Instrument and/or Note between Lender and Tenant; or the Regulatory Agreement between Tenant and HUD. The terms "HUD" and "Lender" as used in the Lease Addendum shall also include their successors and assigns, and the Tenant is the same legal entity as the Borrower under the Security instrument. All references to "days" in this Lease Addendum shall mean calendar days. Previous editions are obsolete Lease Addendum-Multifamily HUD-92070M(6118) Page 297 of 435 2 Notwithstanding anything else in the Lease to which this Lease Addendum is attached, and for valuable consideration, the receipt and sufficiency of which the Parties hereto hereby acknowledge and agree, and to induce the Lender to make the Loan to the Tenant described in the Security Instrument, and to induce HUD to insure said Loan, so long as this leasehold estate is subject to a security instrument insured, reinsured, or held by HUD or given to HUD in connection with a resale, or the Property is acquired and held by HUD because of a default under the Security Instrument, Landlord and Tenant acknowledge and agree to the following provisions: The leasehold estate consists of the legally described air rights and easements appurtenant thereto and includes all buildings, improvements, alterations, and fixtures now or in the future located on the legally described air rights and easements appurtenant thereto. The Tenant does not own any of the buildings, improvements, alterations or fixtures. As such, the term "Property" means the legally described air rights and easements appurtenant thereto in the Lease including the buildings, improvements, alterations and fixtures now or in the future located on the air rights and easements appurtenant thereto. 1. Compliance with HUD Requirements. Pursuant to the Act, the following provisions may not be waived under any circumstances, whether for a new lease or an existing lease: (a) the term of the Lease and other Lease provisions comply with the section of the Act and related federal regulations under which the Note is endorsed for mortgage insurance; (b) the Landlord owns the Property in fee simple, and the leasehold estate is directly by the Landlord to the Tenant; (c) the leasehold estate underlying the Lease constitutes a mortgageable real property interest under state law; (d) the Lease and related Lease documents do not conflict with any Program Obligationsl11 promulgated by HUD with respect to such mortgage insurance; and (e) all ground rent amounts have prior written approval by HUD. 2. Modifications. The Lease and this Lease Addendum shall not be modified without the written consent of HUD and Lender. Modifications of the Lease and this Lease PI "Program Obligations"means(1)all applicable statutes and any regulations issued by the Secretary pursuant thereto that apply to the Project,including all amendments to such statutes and regulations,as they become effective, except that changes subject to notice and comment rulemaking shall become effective only upon completion of the rulemaking process,and(2)all current requirements in HUD handbooks and guides,notices,and mortgagee letters that apply to the Project,and all future updates,changes and amendments thereto,as they become effective,except that changes subject to notice and comment rulemaking shall become effective only upon completion of the rulemaking process,and provided that such future updates,changes and amendments shall be applicable to the Project only to the extent that they interpret,clarify and implement terms in this Lease Addendum rather than add or delete provisions from such document. Handbooks,guides,notices, and mortgagee letters are available on"HUDCLIPS,"at www.hud.gov. Previous editions are obsolete Lease Addendum-Multifamily HUD-92070M(6/18) Page 298 of 435 3 Addendum that are not authorized in writing by HUD and Lender are void and unenforceable. 3. Conflict Provision. The provisions of this Lease Addendum benefit Lender and HUD and are specifically declared to be enforceable against the parties to the Lease and all other persons by Lender and HUD. In the event of any conflict, inconsistency or ambiguity between the provisions of this Lease Addendum and the provisions of any other part of the Lease, the provisions of this Lease Addendum shall prevail and control. 4. Recording. The full Lease agreement and incorporated HUD Lease Addendum, or a memorandum of lease (if permitted under state law), must be recorded in the applicable land records office. If a memorandum of lease or a short form lease is to be recorded, it must set forth the following information, in addition to compliance with state law requirements: (a) names of the Parties; (b) legal description; (c) term and renewals; (d) reference to the HUD Lease Addendum; and (e) Intentionally Omitted. 5. Estoppel Certificate. As a condition of HUD's acceptance of a lease transaction, an estoppel certificate identifying the Lease documents and signed by the Landlord, dated within thirty (30) days of the Note endorsement, must be provided to Lender and HUD at closing. The Landlord must confirm in writing to Lender and HUD that the Security Instrument is authorized, the Lease is in full force and effect, there are no defaults or pending defaults under the Lease or conditions that would give rise to defaults given the passage of time, and that the description of the Property is correct. The document must provide the language required by 24 CFR Section 200.62, and also include the"Warning"language found at the beginning of this Lease Addendum. Upon a reasonable request from Tenant, Lender, or HUD, Landlord further agrees to promply provide from time to time an estoppel certificate to confirm the terms of, and no default under, the Ground Lease. 6. Consent for Mortgage. Landlord agrees that the Tenant is authorized to obtain a loan, the repayment of which is to be insured by HUD and secured by the Security Instrument on this leasehold estate. The Tenant is further authorized to execute all documents necessary as determined by HUD and otherwise to comply with Program Obligations for obtaining such an insured loan. 7. Intentionally Omitted. (HUD Option to Purchase.) Previous editions are obsolete Lease Addendum-Multifamily HUD-92070M(6118) Page 299 of 435 4 8. Conveyance by Tenant. If approved in writing by HUD in advance, the Tenant may convey, assign, transfer, lease, sublease or sell all or any part of its leasehold interest in the Property without the need for approval or consent by any other person or entity. 9. Insurance. (a) Insurance policies shall be in an amount, and with such company or companies and in such form, and against such risks and hazards, as shall be approved by Lender and HUD. (b) The Landlord shall not take out separate insurance concurrent in form or contributing in the event of loss with that specifically required to be furnished by the Tenant to Lender. The Landlord may at its own expense, however, take out separate insurance which is not concurrent in form or not contributing in the event of loss with that specifically required to be furnished by the Tenant to Lender. 10.Condemnation. (a) If all or any part of the Property shall be taken or damaged by condemnation, that portion of any award attributable to the Tenant's interest in the Property or leasehold estate or damage to the Tenant's interest in the Property or leasehold estate shall be paid to Lender or otherwise disposed of as may be provided in the Security Instrument. Any portion of the award attributable solely to the Landlord's interest shall be paid to the Landlord. After the date of taking, the annual rent or air rights rent shall be reduced ratably by the proportion which the award paid to the Landlord bears to the total value of the Property as established by the amount HUD is to pay, as set forth in Section 7 of this Lease Addendum. (b) In the event of a negotiated sale of all or a portion of the Property, in lieu of condemnation, the proceeds shall be distributed and annual rent or air rights rent reduced as provided in cases of condemnation above, but the approval of HUD and Lender shall be required as to the amount and division of the payments to be received. 11.Tenant Default on Lease; Cure Rights; Termination. The Landlord may terminate the Lease prior to the expiration day of the full term of this Lease ("Expiration Date") after a Tenant default under this Lease ("Lease Event of Default"), but only under the following circumstances and procedures. (a) If any Lease Event of Default shall occur, then and in any such event, the Landlord shall at any time thereafter during the continuance of such Lease Event of Default and prior to any cure, give written notice of such default(s) ("Notice of Default") to the Tenant, Lender, and HUD, specifying the Lease Event of Default and the methods of cure, or declaring that a Lease Event of Previous editions are obsolete Lease Addendum-Multifamily HUD-92070M(6/18) Page 300 of 435 5 Default is incurable. If the Lease Event of Default is a failure to pay money, the Landlord shall specify and itemize the amounts of such default. Failure to pay money shall be specified as a separate default and not combined with a non- monetary Lease Event of Default. (b) Within sixty(60) days from the date of giving the Notice of Default to the Tenant, the Tenant must cure a monetary default by paying the Landlord ail amounts specified in the Notice of Default and must cure any specified Lease Event of Default that is capable of being cured within such period. (c) During the period of one hundred-eighty (180)days commencing upon the date Notice of Default was given to Lender and HUD, Lender or HUD may: (1) cure any Lease Event of Default; and (2) commence foreclosure proceedings or institute other state or federal procedures to enforce Lender's or HUD's rights with respect to the leasehold estate. (d) If HUD or Lender commences foreclosure or other enforcement action within such one hundred-eighty (180) days, then its cure period shall be extended during the period of the foreclosure or other action and for 90 days after the ownership of the Tenant's rights under the Lease is established in or assigned to HUD or such Lender or a purchaser at any foreclosure sale pursuant to such foreclosure or other action. The transfer of the Tenant's rights under the Lease to Lender, HUD or purchaser, pursuant to such foreclosure or other action shall be deemed a termination of any incurable Lease Event of Default and such terminated Lease Event of Default shall not give the Landlord any right to terminate the Lease. Such purchaser may cure a curable Lease Event of Default within said ninety (90)days. (e) If the Tenant, Lender or HUD reasonably undertake to cure any Lease Event of Default during the applicable cure period and diligently pursues such cure, the Landlord shall grant such further reasonable time as is necessary to complete such cure. If after the expiration of all of the foregoing cure periods, no cure or termination of an existing Lease Event of Default has been achieved as aforesaid, then and in that event, the Lease shall terminate, and, on such date, the term of this Lease shall expire and terminate and all rights of the Tenant under the Lease shall cease. All costs and expenses incurred by or on behalf of the Landlord (including, without limitation, reasonable attorneys'fees and expenses) occasioned by any default by the Tenant under this Lease shall, constitute additional rent hereunder. The Landlord shall have no right to terminate this Lease except as provided in this Section 11. 12.Lender!HUD Option for New Lease. Previous editions are obsolete Lease Addendum-Multifamily HUD-92070M(6/18) Page 301 of 435 6 (a) Upon termination of this Lease pursuant to Section 11 above, the Landlord shall immediately seek to obtain possession of the Property. Upon acquiring such possession, the Landlord shall notify HUD and Lender in writing. Lender and HUD shall each have six (6) months from the date of receipt of such notice of acquisition to elect to take, as Tenant, a new lease on the Property. (b) Such new lease shall have a term equal to the unexpired portion of the term of this Lease immediately prior to such termination and shall, except as otherwise provided herein, be on the same terms and conditions as contained in this Lease, including without limitation, the option to purchase set forth under Section 7 above, except that Lender's or HUD's liability for rent shall not extend beyond their occupancy under such lease. The Landlord shall tender such new lease to Lender or HUD within thirty (30)days after a request for such lease and shall deliver possession of the Property immediately upon execution of the new lease. (c) Upon executing a new lease, Lender or HUD shall pay to the Landlord any unpaid rent due or that would have become due under this Lease to the date of the execution of the new lease, including any taxes which were liens on the Property and which were paid by the Landlord, less any net rentals or other income which the Landlord may have received on account of the Property since the date of default under this Lease. 13.Landlord Cooperation for Needed Authorizations. The Landlord agrees that within ten (10) days after receipt of written request from the Tenant, it will join in any and all applications for permits, licenses or other authorizations required by any Governmental Authority in connection with any work which the Tenant may do hereunder and will also join in any grants for easements for electric, telephone, telecommunications, cable, gas, water, sewer and such other public utilities and facilities as may be reasonably necessary in the operation of the Property and if, at the expiration of such ten (10)day period, the Landlord shall not have joined in any such application, or grants for easements, the Tenant shall have the right to execute such application and grants in the name of the Landlord, and for that purpose, the Landlord hereby irrevocably appoints the Tenant as its attorney-in-fact to execute such papers on behalf of the Landlord, only to the extent that a public body as Landlord may do so within the exercise of its municipal powers and responsibilities. 14.Taxes. Nothing in this Lease shall require the Tenant to pay any franchise, estate, inheritance, succession, capital levy or transfer tax of the Landlord or any income excess profits or revenue tax, or any other tax, assessment charge or levy upon the rent payable by the Tenant under this Lease. 15.Notices. All notices, demands and requests which are required to be given by the Landlord, Tenant, Lender or HUD in connection with the Lease and this Lease Addendum shall be in writing and shall be sent by registered or certified mail, postage prepaid, and addressed to the address of the party as given in this instrument unless a Previous editions are obsolete Lease Addendum-Multifamily HUD-92070M(6116) Page 302 of 435 7 request for a change in this address has been sent to the party giving the notice by registered or certified mail prior to the time when such notice is given. All notices shall be addressed as follows: If to Lender: Greystone Servicing Company LLC Attn: General Counsel 419 Belle Air Lane Warrenton, VA 20186 If to HUD: Department of Housing and Urban Development Attn: Legal Department 909 SE First Avenue, Suite 500 Miami, Florida 33131 If to Tenant: EHDOC Council Towers Limited Partnership Attn: Steve Protulis 1580 Sawgrass Corporate Pkwv, Suite 100 Fort Lauderdale, FL 33323 If to Landlord: City of Miami Beach 1700 Convention Center Drive Miami Beach, FL 33140 16.No Merger. There shall be no merger of this Lease or the leasehold estate created by this Lease with the fee estate in or ownership of the Property or any interest therein by reason of the fact that the same person or entity may acquire or hold, directly or indirectly, this Lease or the leasehold estate hereby created or any interest therein and fee estate in or ownership of the Property. No such merger shall occur unless and until HUD specifically consents and agrees in writing to such merger. 17. HUD Consent to Lease Amendments and Assignments. Pursuant to Sections 20 and 34 of the Lease and Section IX of Amendment No. 1 to Lease Agreement (Council Towers North) HUD joins into this Lease Addendum to evidence HUD's consent to Amendment No. 1 and Amendment No. 2 to the Lease (Council Towers North) and the Assignment and Assumption Agreement. HUD and the parties hereto further agree that Section 34 of the Lease is hereby deleted in its entirety and replaced by this Lease Addendum. 18.HUD and Lender Consent to Addendum. HUD and Lender join into this Lease Addendum to signify their consent and approval of the modificiations to the Lease, pursuant to this Lease Addendum. (signatures appear on following pages) Previous editions are obsolete Lease Addendum-Multifamily HUD-92070M(6118) Page 303 of 435 8 L Previous editions are obsolete Lease Addendum-Multifamily HUD-92070M(6/18) Page 304 of 435 9 Each signatory below hereby certifies that each of their statements and representations contained in the Lease and this Lease Addendum and all their supporting documentation thereto are true, accurate, and complete. This Lease Addendum has been made, presented, and delivered for the purpose of influencing an official action of HUD in insuring the Loan, and may be relied upon by HUD as a true statement of the facts contained therein. IN WITNESS WHEREOF, the parties hereto have executed this Lease Addendum as of the day and year first written above. BY LESSOR: Attest: City of Miami Beach Florida Rafael Grandado, CITY CLERK Dan Gelber, MAYOR Print Name STATE OF FLORIDA ) SS: COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me by means of I physical presence or = online notarization, this day of , 2020, by Mayor Dan Gelber and Rafael Granado, City Clerk, or their designees respectively, on behalf of the CITY OF MIAMI BEACH, known to me to be the persons described in and who executed the foregoing instrument, and acknowledged to and before me that they executed said instrument for the purposes therein expressed. WITNESS my hand and official seal, this_day of_ , 2020. My Commission Expires: Notary Public, State of Florida at Large Commission No.: Previous editions are obsolete Lease Addendum-Multifamily HUD-92070M(6118) Page 305 of 435 to • BY TENANT: Attest: EHDOC Council Towers Limited Partnership, a Florida limited partnership By: EHDOC Council Towers II Charitable Corporation, Print Name a Florida not-for-profit corporation, its General Partner By: Name: Steve Protulis Title: Director STATE OF FLORIDA ) ss: COUNTY OF ) The foregoing instrument was acknowledged before me by means of L physical presence or = online notarization, this day of , 2020, by Steve Protulis, as Director of EHDOC Council Towers II Charitable Corporation, a Florida not-for- profit corporation, the General Partner of EHDOC Council Towers Limited Partnership, a Florida limited partnership, on behalf of the company and the partnership. Personally Known OR Produced Identification Type of Identification Produced My Commission Expires: Notary Public, State of Florida at Large Commission No.: Previous editions are obsolete Lease Addendum-Multifamily HUD-92070M(6118) Page 306 of 435 II BY HUD: US DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT ACTING BY AND THROUGH THE SECRETARY By: Authorized Agent STATE OF COUNTY OF Before me the undersigned authority, a notary public, of the state and county aforesaid, appeared, by means of = physical presence or = online notarization, , to me personally known and known to be the duly appointed authorized agent of the Secretary of the United States Department of Housing and Urban Development, who executed the foregoing instrument by virtue of the authority vested in him/her and acknowledged to me that he/she executed it voluntarily for the purposes stated therein on behalf of the Secretary of Housing and Urban Development this the day of , Witness my hand and official seal or stamp. Notary Public Print Name: My commission expires: [Affix Notarial Seal] Previous editions are obsolete Lease Addendum-Multifamily HUD-92070M(6/18) Page 307 of 435 12 BY LENDER: Greystone Servicing Company LLC, a Delaware limited liability company By: Lisa Anderson, Vice President (Notary Acknowledgement appears on following page) Previous editions are obsolete Lease Addendum-Multifamily HUD-92070M(6118) Page 308 of 435 13 COMMONWEALTH OF VIRGINIA ) ) SS: COUNTY OF FAUQUIER ) The foregoing instrument was acknowledged before me this _ day of 2020, by Lisa Anderson, Vice President of Greystone Servicing Company LLC, a Delaware limited liability company, on behalf of the limited liability company for the purpose therein stated. She is personally known to me or produced as identification. Notary Public, Commonwealth of Virginia Print Name: My commission expires: (SEAL) Previous editions are obsolete Lease Addendum-Multifamily HUD-92070M(6/18) Page 309 of 435