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Amended, Restated, Renewal and Consolidated Promissory Note 23 - 32 C.3 20,13 32s 38 DOCUMENTARY STAMP TAXES IN THE AMOUNT OF $1,750.00 HAVE PREVIOUSLY BEEN PAID ON THAT CERTAIN LEASEHOLD MORTGAGE, SECURITY AGREEMENT AND FIXTURE FILING DATED SEPTEMBER 21, 2023, RECORDED SEPTEMBER 27, 2023, IN OFFICIAL RECORDS BOOK 33902 PAGE 1175 OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, WHICH LEASEHOLD MORTGAGE, SECURITY AGREEMENT AND FIXTURE FILING SECURED A PROMISSORY NOTE IN THE AMOUNT OF FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($500,000.00) (THE "EXISTING INDEBTEDNESS"). NO ADDITIONAL TAXES ARE DUE IN CONNECTION WITH THIS AMENDED, RESTATED, RENEWAL AND CONSOLIDATED PROMISSORY NOTE (THIS "NOTE") OR THE AMENDED AND RESTATED LEASEHOLD MORTGAGE, SECURITY AGREEMENT AND FIXTURE FILING (THE "MORTGAGE") SECURING THE INDEBTEDNESS EVIDENCED BY THIS NOTE BECAUSE SUCH MORTGAGE IS GIVEN TO SECURE THE FINANCING OF HOUSING UNDER PART V OF CHAPTER 420, FLORIDA STATUTES AND IS EXEMPT FROM TAXATION PURSUANT TO SECTION 420.513, FLORIDA STATUTES. AMENDED, RESTATED, RENEWAL AND CONSOLIDATED PROMISSORY NOTE $1,003,969.00 December 15, 2023 Miami Beach, Florida FOR VALUE RECEIVED the undersigned, VISTA BREEZE, LTD., a Florida limited partnership, having its principal office at 161 NW 6th Street, Suite 1020, Miami, FL 33136 (hereinafter referred to as the "Maker"), promises to pay to the order of the CITY OF MIAMI BEACH, FLORIDA, a Florida municipal corporation (hereinafter referred to as the "Holder"), at 1700 Convention Center Drive, Miami Beach, Florida 33139, Attention: City Manager, or such other place as Holder may from time to time designate in writing, the principal sum of ONE MILLION THREE THOUSAND NINE HUNDRED SIXTY-NINE AND 00/100 DOLLARS ($1,003,969.00) (together with any additional amounts that may be advanced by Holder in connection herewith, the "Funds"), to be paid in lawful money of the United States of America in accordance with the terms of this Amended, Restated, Renewal and Consolidated Promissory Note (the "Note"). 1. THIS NOTE IS SECURED BY A MORTGAGE. This Note is secured by an Amended and Restated Leasehold Mortgage, Security Agreement and Fixture Filing of even date herewith from Maker in favor of Holder(the "Mortgage) encumbering the Maker's leasehold interest in certain real property located in Miami-Dade County, Florida, at 175 South Shore Drive and 280 S. Shore Drive, Miami Beach, Miami-Dade County, Florida (the "Premises"), which Mortgage amends, restates and supersedes a Leasehold Mortgage, Security Agreement and Fixture Filing (the "Original Mortgage") dated as of September 21, 2023 and recorded September 27, 2023 in Official Records Book 33902, Page 1175 of the Public Records of Miami-Dade County, Florida, from the Maker in favor of Holder. The Funds have been funded through HOME Investment Partnership ("HOME") Program funds. A portion of the Funds in the amount of$500,000.00 will be used solely for hard costs of construction of a new seawall at the Premises, as part of the initial phase of the development of one hundred and nineteen (119) studio apartment units of senior rental housing, for Extremely-Low, Very-Low- and Low-Income persons, to be known as Vista Breeze (the "Project"), and a portion of the Funds in the amount of $503,989.00 will be used solely for hard costs of construction of the Project in accordance with the City Manager-approved budget, and for no other purpose. The Mortgage, this Note and all other agreements, instruments, and documents delivered in connection herewith and therewith, including the HOME Program Development Agreement, dated as of September 21, 2023, as amended and restated of even date herewith, as may be further amended from time Page 1 of 7 to time (collectively, the "HOME Program Development Agreement") and that certain Declaration of Restrictive Covenants dated as of September 21, 2023 and recorded on September 27, 2023 in Official Records Book 33902, Page 1195 of the Public Records of Miami-Dade County, Florida, as amended and restated of even date herewith and to be recorded in the Public Records of Miami-Dade County, Florida contemporaneously herewith, as may be further amended from time to time (collectively, the "Declaration"), which subjects the Premises to certain recapture provisions, covenants, and restrictions ("Covenants") for a period of thirty (30) years from the Project Completion Date, as defined herein (the "Affordability Period"), all dated as of September 21, 2023 or of even date herewith, as applicable, are collectively referred to herein as the "Loan Documents." The "Project Completion Date" shall mean the date of issuance by the City of Miami Beach Building Department of a Final Certificate of Occupancy for the Project. 2. INTEREST Interest on this Note shall be zero percent (0%) per annum; except that if Maker fails to pay this Note as required (at maturity, upon acceleration or otherwise)or otherwise defaults under the terms of the Loan Documents, after the expiration of any applicable cure periods therein, the loan evidenced by this Note shall bear interest at the rate prescribed by Section 55.03, Florida Statutes, as accrues ("Default Interest Rate"), effective retroactively(a)with respect to the portion of the Funds in the amount of $500,000.00, to September, 21, 2023 until paid to Holder and (b) with respect to the portion of the Funds in the amount of$503,969.00, to the date hereof until paid to Holder. 3. PAYMENTS This loan is being provided by Holder to Maker as a deferred payment loan and shall be advanced by Holder to Maker for eligible costs in such manner as provided for in the HOME Program Development Agreement. This Note shall mature upon the expiration of the Affordability Period ("Maturity Date"). So long as Maker is not in default of any of the provisions of this Note or the other Loan Documents, no interest or principal payments shall be due prior to the Maturity Date. Upon the earlier of(i) the Maturity Date, or(ii) an Event of Default under this Note, the total amount of the Funds provided to Maker by Holder shall be due and payable to Holder under this Note, together with accrued interest, if any, at the Default Interest Rate. Notwithstanding anything contained herein to the contrary, the entire principal balance and interest, if any, may be forgiven on the Maturity Date by Holder, in the sole and absolute discretion of the City Manager. Notwithstanding anything to the contrary herein, Holder shall have the right to declare the total unpaid balance hereof to be immediately due and payable, together with interest at the Default Interest Rate, under the following circumstances (each, an "Event of Default"): 1. upon the sale or transfer of any part of, or interest in, the Premises or the refinance or encumbrance of the Premises by the Maker without the City Manager's prior written consent during the Affordability Period, except as otherwise provided in the Declaration and/or the Mortgage; 2. In the event that Maker is not a natural person, and the Controlling Interest (as defined in the Mortgage) in Maker is sold or transferred without the prior written approval of the City Manager, except as otherwise provided in the Declaration and/or the Mortgage; 3. upon the occurrence of an event of default pursuant to any one of the Loan Documents (including the Covenants incorporated in the Declaration) now or hereafter evidencing, securing or guaranteeing payment of the indebtedness evidenced by this Note, after the expiration of any applicable cure period provided in the Loan Documents; 4. Upon Maker's failure to continuously operate all of the units in the Project as affordable rental units pursuant to the stated use and purpose of the Project, after the expiration of any applicable cure period provided in the Loan Documents; 5. Upon Maker's failure to provide Page 2 of 7 the City with proof of insurance, as required by the Loan Documents, within fifteen (15) days from a written request; 6. In the event that foreclosure proceedings are instituted against the Premises; or 7. Any willful misstatement of, or failure to disclose, a material fact by Maker. Exercise of this right shall be without notice to Maker, as notice of such exercise is expressly waived. Any payments made hereunder shall be applied first to unpaid costs of collection, servicing fees, and late charges, if any, then to accrued, deferred, and unpaid interest and the balance, if any, to the principal balance. 4. CHOICE OF LAW This Note has been executed and delivered in, and is to be governed by and construed under the laws of, the State of Florida, as amended, except as modified by the laws and regulations of the United States of America, and without regard to principles of conflicts of law. 5. ENFORCEMENT Time is of the essence. In the event that this Note is collected by law or through attorneys at law, or under their advice therefrom, Maker agrees, to pay all costs of collection, including reasonable attorneys' fees, whether or not suit is brought, and whether incurred in connection with collection, trial, appeal, bankruptcy or other creditors proceedings, or otherwise. Venue in connection with any litigation arising out of this Note shall be in Miami-Dade County, Florida. 6. NO WAIVER Acceptance of partial payments or payments marked "payment in full" or "in satisfaction" or words to similar effect shall not affect the duty of Maker to pay all obligations due under this Note, and shall not affect the right of Holder to pursue all remedies available to it under the Loan Documents. The remedies of Holder shall be cumulative and concurrent, and may be pursued singularly, successively, or together, at the sole discretion of Holder, and may be exercised as often as occasion therefore shall arise. No action or omission of Holder, including specifically any failure to exercise or forbearance in the exercise of any remedy, shall be deemed to be a waiver or release of the same, such waiver or release to be effective only to the extent specifically recited in a written document executed by Holder. A waiver or release with reference to any one event shall not be construed as continuing or as constituting a cause of dealing, nor shall it be construed as a bar to, or as a waiver or release of, any subsequent remedy as to a subsequent event. 7. NOTICE Any notice to be given or to be served upon the Maker or the Holder in connection with this Note, whether required or otherwise, shall be given in writing and delivered in person or sent by United States Certified Mail or reputable overnight courier (such as Federal Express), postage prepaid, to the parties being given such notice at the following addresses: Maker: Mr. Kenneth Naylor Vista Breeze, Ltd. 161 NW 6th Street, Suite 1020 Miami, Florida 33136 Page 3 of 7 With a copy to: Mr. Miguell Del Campillo, Executive Director Housing Authority of the City of Miami Beach 200 Alton Road Miami Beach, FL 33139 and: Fox Rothschild LLP BNY Mellon Center 500 Grant Street, Suite 2500 Pittsburgh, PA 15219 Attention: Michael H. Syme Holder: Ms. Alba Tarre, Department Director Office of Housing and Community Services Director c/o Office of Housing and Community Development City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 With a copy to: Alina T. Hudak, City Manager City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 and: Rafael A. Paz, City Attorney City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 Any party may change said address by giving the other parties hereto notice of such change of address. Notice given as hereinabove provided shall be deemed given on the date of its deposit in the United States Mail or with such reputable overnight courier, postage prepaid, and, unless sooner received, shall be deemed received by the party to whom it is addressed on the third calendar day following the date on which said notice is deposited in the mail, or if a courier system is used, on the date of delivery of the notice. 8. NUMBER AND GENDER Whenever the context so requires, the neuter gender includes the feminine and/or masculine, as the case may be, and the singular number includes the plural, and the plural number includes the singular. 9. BORROWER WAIVERS Maker hereby(a) expressly waives any valuation and appraisal, presentment, demand for payment, notice of dishonor, protest, notice of nonpayment or protest, all other forms of notice whatsoever, and diligence in collection; and (b) consents that Holder may, from time to time and without notice to Maker or demand, (i)extend, rearrange, renew, or postpone any or all payments, (ii) release, exchange, add to, or substitute all or any part of the collateral for this Note, and/or(iii) Page 4 of 7 release Maker, without in any way modifying, altering, releasing, affecting, or limiting their respective liability or the lien of any security instrument. 10. WAIVER OF JURY TRIAL BY EXECUTING THIS NOTE, MAKER KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHTS OR THE RIGHTS OF ITS HEIRS, ASSIGNS, SUCCESSORS, OR PERSONAL REPRESENTATIVES TO A TRIAL BY JURY, IF ANY, IN ANY ACTION, PROCEEDING, OR SUIT, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, AND WHETHER ASSERTED BY WAY OF COMPLAINT, ANSWER, CROSSCLAIM, COUNTERCLAIM, AFFIRMATIVE DEFENSE, OR OTHERWISE, BASED ON, ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS NOTE, ANY LOAN DOCUMENT OR ANY OTHER INSTRUMENT, DOCUMENT, OR AGREEMENT EXECUTED OR TO BE EXECUTED IN CONNECTION HEREWITH OR THEREWITH OR WITH RESPECT TO THE INDEBTEDNESS OR THE RENEWAL, MODIFICATION, OR EXTENSION OF ANY OF THE FOREGOING OR ANY FUTURE ADVANCE THEREUNDER. THIS PROVISION IS A MATERIAL INDUCEMENT FOR HOLDER'S EXTENDING CREDIT TO A MAKER AND NO WAIVER OR LIMITATION OF HOLDER'S RIGHTS HEREUNDER SHALL BE EFFECTIVE, UNLESS IN WRITING AND MANUALLY SIGNED ON HOLDER'S BEHALF. Maker acknowledges that the above paragraph has been expressly bargained for by Holder as part of the transaction with Maker and that, but for Maker's agreement to such paragraph, Holder would not have loaned the Funds to the Maker pursuant to the terms of this Note. 11. RECOURSE AGAINST MAKER Holder shall have full recourse against Maker through completion of the Project, as evidenced from the Project securing the Certificate of Occupancy. Following completion of the Project, this Note shall become a nonrecourse obligation of Maker and neither Maker nor any other party shall have any personal liability for repayment of the Funds, except with respect to any willful misstatement of, or failure to disclose, a material fact by Maker. Recovery against Maker for fraud or misrepresentation is not limited to the proceeds of sale of the Premises, but may include personal judgment and execution thereon to the full extent authorized by law. 12. CONSOLIDATION This Note amends, restates, renews and supersedes that certain Promissory Note dated as of September 21, 2023 in the original principal amount of Five Hundred Thousand and 00/100 Dollars made by Maker in favor of Holder (the "Original Note") by increasing the original principal amount by Five Hundred Three Thousand Nine Hundred Sixty-Nine and 00/100 Dollars ($503,969.00), constituting a future advance under the Original Mortgage, and consolidating all such indebtedness into one debt in the amount of One Million Three Thousand Nine Hundred Sixty-Nine and 00/100 Dollars ($1,003,969.00) evidenced by this Note. For the avoidance of any doubt, One Million Three Thousand Nine Hundred Sixty-Nine and 00/100 Dollars ($1,003,969.00) represents the entire amount of Funds loaned to Maker by Holder to date and there are no other Funds owed by Maker to Holder in relation to the Project. The execution of this Note is not intended to and does not constitute a novation of the Original Note and is not intended to and shall not be interpreted to result in a novation or loss of the existing lien priority of the Original Mortgage, except as expressly set forth in the Subordination Agreements (as defined in the Mortgage) entered into by Maker and Holder with each of the Senior Lenders (as defined in the Page 5 of 7 Mortgage) of even date herewith and recorded contemporaneously with the Mortgage in the Public Records of Miami-Dade County, Florida. Hereinafter, all references to the Original Note in the Loan Documents shall refer to this Note. [Signature appears on the following page] Page 6 of 7 IN WITNESS WHEREOF, Maker has executed this Note on the day and year first above written. THIS PROMISSORY NOTE IS EXEMPT FROM NONRECURRING INTANGIBLE TAX PURSUANT TO SECTION 199.183, FLORIDA STATUTES. MAKER: VISTA BREEZE, LTD. a Florida limited partnership By: APC Vista Breeze, LLC, a Florida limited liability company, its Managing General Partn r By: n eth N ylor, is resident STATE OF FLORIDA ) COUNTY OF MIAMI-DADE ) The foregoing Promissory Note was acknowledged before me, by means of✓hysical presence or online notarization, this 2.1 day of Nkrie,n ber , 2023, by Kenneth Naylor, as Vice-President of APC Vista Breeze, LLC, a Florida limited liability company, the managing general partner of VISTA BREEZE, LTD., a Florida limited partnership on behalf of the partnership. He/she is personally known to me or has produced as identification. • NameReb, a r • - Notary Public, State of Florida at Large Notary Public State of Florida My commission expires: l/�}-f ZC.p ® Rebeca Martinez My Commission amf.r= HH 213601 Exp. 1/4/2026 APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION roe- City Attorney jatkr Date [Signature Page—City HOME Promissory Note] Page 7 of 7