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Amended and Restated Home Program Development Agreement Between CMB & Vista Breeze, LTD 202. 3_ 3203-t 2c l3 , 32 . 38 AMENDED AND RESTATED HOME PROGRAM DEVELOPMENT AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND VISTA BREEZE, LTD. THIS AMENDED AND RESTATED HOME PROGRAM DEVELOPMENT AGREEMENT (the "Agreement") entered into this 15th day of December, 2023, between the CITY OF MIAMI BEACH, FLORIDA, a Florida municipal corporation, having its principal office at 1700 Convention Center Drive, Miami Beach, Florida, (hereinafter referred to as the "City"); and VISTA BREEZE, LTD., a Florida limited partnership having its principal office located at 161 NW 6th Street, Suite 1020, Miami, Florida 33136 (hereinafter referred to as "VBL") for use of HOME Investment Partnerships Program (HOME) funds. WITNESSETH WHEREAS, on February 18, 1992, the City was designated by the United States Department of Housing and Urban Development (HUD) as a Participating Jurisdiction ("PJ") for the receipt of funds as provided under the HOME Investment Partnerships Program and pursuant to the HOME Program Final Rule, 24 CFR PART 92, as same may be amended from time to time (the "Program"); and WHEREAS, the City has an agreement with HUD for the purpose of conducting an affordable housing program with federal financial assistance under the HOME Program; and WHEREAS, the City is an entitlement recipient of U.S. Department of Housing and Urban Development(HUD)grant programs for Community Development Block Grant(CDBG)funds and HOME Investment Partnerships Program (HOME) funds, and the City expects to continue to receive entitlement funds from these grant programs to operate the City's housing and community development activities; and WHEREAS, the Five-Year Consolidated Plan and the One-Year Action Plan are federal requirements for all HUD entitlement jurisdictions, including the CDBG and HOME Programs; and WHEREAS, on January 20, 2022, the City Commission adopted Resolution No. 2022- 31980, approving the issuance of Request for Proposals (RFP) for the FY 2022 CDBG and HOME funding allocation; and WHEREAS, on January 24, 2022, the City issued a Request for Proposals (REP) for CDBG, HOME and HOME-ARP program funds; and WHEREAS, on June 22, 2022, the City Commission adopted Resolution No. 2022-32188, approving the One-Year Action Plan for Federal Funds for the FY 2022, including a total of FIVE HUNDRED THOUSAND DOLLARS ($500,000) (the "Original Funds") for the Housing Authority of the City of Miami Beach ("HACMB")to replace the seawall in connection with the development of one hundred and nineteen (119) affordable elderly rental housing units on the property located at 175 S. Shore Drive (including Folio Numbers 02-3203-007-1360; 02-3203-007-1370; and 02- 3203-007-1380), and 280 S. Shore Drive, Miami Beach, FL 33141 (including Folio Numbers 02- 3203-007-1160; and 02-3203-007-1170) (the "Property"), to be known as Vista Breeze (the "Project"); and 1 CMB HOME revised 02/2021 WHEREAS, HACMB has selected VBL as its development partner for the development and construction of the Project; and WHEREAS, on August 6, 2021, HACMB, as landlord, and VBL, a related entity of the Atlantic Pacific Companies, as tenant, executed an Amended and Restated Ground Lease Agreement, as amended by First Amendment to Amended and Restated Ground Lease Agreement, dated June 1 2023, Second Amendment to Amended and Restated Ground Lease Agreement dated September 13, 2023, Third Amendment to Amended and Restated Ground Lease Agreement dated October 27, 2023, as amended and restated by that certain Second Amended and Restated Ground Lease Agreement dated on or about the date hereof (collectively, the "Ground Lease"); said Ground Lease granting VBL the right to develop the Project on the Property, with the improvements being owned by VBL during the term of the Ground Lease; and WHEREAS, on June 28, 2023, the Mayor and City Commission adopted Resolution No. 2023-32638, amending Resolution No. 2022-32188, replacing the Housing Authority of the City of Miami Beach with VBL, as the recipient of the Original Funds for the Project; and WHEREAS, additionally, on June 28, 2023, the Mayor and City Commission adopted Resolution No. 2023-32637, approving an additional FIVE HUNDRED THREE THOUSAND NINE HUNDRED SIXTY-NINE AND 00/100 DOLLARS ($503,969.00) ("Future Advance Funds") of HOME funds to Leasehold Owner for the Project, for a total HOME fund allocation of ONE MILLION THREE THOUSAND NINE HUNDRED SIXTY-NINE AND 00/100 DOLLARS ($1,003,969.00) (collectively, the "Funds"); and WHEREAS, with respect to the Original Funds, VBL and the City made and/or entered into a HOME Program Development Agreement dated as of September 21, 2023 (the "Original HOME Agreement"), which Original HOME Agreement memorializes the terms and conditions of said Original Funds, and which Original Funds are committed to be utilized by Leasehold Owner in the construction of the Project, and specifically the construction of the new seawall during the initial phase of the Project, and VBL and the City hereby desire to amend, restate, replace and supersede the Original HOME Agreement pursuant to the terms of this Agreement, which will include the addition of the Future Advance Funds to the Project which will be used for hard costs of construction; and WHEREAS, with respect to the Original Funds, HACMB, VBL and the City have made and/or entered into that certain Declaration of Restrictive Covenants dated as of September 21', 2023 ("Original Declaration"), and recorded on September 27, 2023, in Official Records Book 33902, at Page 1195, of the Public Records of Miami-Dade County, Florida, and contemporaneously herewith, as amended and restated by that certain Amended and Restated Declaration of Restrictive Covenants dated the date hereof to incorporate the reference to the Future Advance Funds, 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 Property to certain recapture provisions, covenants, and restrictions ("Covenant") for a period of thirty (30) years from the Project Completion Date, as defined herein (the "Affordability Period"); and WHEREAS, with respect to the Original Funds, VBL and the City have also made and/or entered into a Leasehold Mortgage, Security Agreement and Fixture Filing dated as of September 21, 2023("Original Mortgage")and recorded September 27, 2023 in Official Records Book 33902, Page 1175 of the Public Records of Miami-Dade County, Florida, from VBL, in favor of the City, encumbering VBL's leasehold interest in the Property, as amended and restated by that certain 2 CMB HOME revised 02/2021 Amended and Restated Leasehold Mortgage, Security Agreement and Fixture Filing dated of even date herewith from VBL, in favor of the City, and to be recorded in the Public Records of Miami-Dade County contemporaneously herewith (the "Amended and Restated Mortgage" and together with the Original Mortgage, collectively, the "Mortgage"), to include the Future Advance Funds, securing all of the Funds; and a Promissory Note dated as of September 21, 2023 ("Original Note"), evidencing the Original Funds, which Original Note is amended, restated, renewed and consolidated pursuant to an Amended, Restated, Renewal and Consolidated Promissory Note dated of even date herewith, evidencing the Future Advance Funds (the "Consolidated Note", and together with the "Original Note", collectively, the "Note") in the aggregate principal amount of One Million Three Thousand Nine Hundred and Sixty-Nine and 00/100 Dollars ($1,003,969.00); (the Declaration, Mortgage, Note and this Agreement shall be referred to herein, collectively, as the "Loan Documents"); and WHEREAS, in addition to the Funds, VBL is securing the following additional financing for the Project (i) indebtedness secured by the lien of a senior leasehold mortgage in the amount of $32,500,000.00 in favor of the Housing Finance Authority of Miami-Dade County, Florida (the "HFA"), as assigned to The Bank of New York Mellon Trust Company, N.A., as fiscal agent (the "Fiscal Agent" and together with the HFA, "Bond Lender"); (ii) indebtedness secured by the lien of a senior leasehold mortgage in the amount of $4,300,000.00 in favor of Florida Housing Finance Corporation, a public corporation and a public body corporate and politic created and existing under the laws of the State of Florida ("Florida Housing") as the Viability lender ("Viability Lender"); (iii) indebtedness secured by the lien of a senior leasehold mortgage in the amount of $3,000,000.00 in favor of Florida Housing as the SAIL lender ("SAIL Lender"); (iv) indebtedness secured by the lien of a senior leasehold mortgage in the amount of$600,000.00 in favor of Florida Housing as the ELI lender ("ELI Lender"); (v) indebtedness secured by the lien of a senior leasehold mortgage in the amount of $1,301,500.00 in favor of Florida Housing as the NHTF lender ("NHTF Lender"); and (vi) indebtedness secured by the lien of a senior mortgage in the amount of $5,950,000.00 in a favor of Miami-Dade County, Florida as the Surtax lender ("Surtax Lender" and together with Bond Lender, Viability Lender, SAIL Lender, ELI Lender and NHTF Lender, collectively, "Senior Lender", such financings, collectively, the "Permitted Senior Financing" and such leasehold mortgages, collectively, the "Permitted Senior Mortgages"); and WHEREAS, timely completion of the Project, within four (4) years from the date of execution of this Agreement, in accordance to 24 CFR 92.205(e)(2), and provision of affordable elderly housing requires that VBL first construct a new seawall at the Property so as to be prepared to commence "vertical" construction promptly after closing of the Permitted Senior Financing; and WHEREAS, based upon the anticipated Project timeline, the Original Funds shall be advanced pursuant to draw requests made in accordance with progress completion benchmarks for hard construction costs associated with the construction of the new seawall for the Project and the Future Advance Funds shall be advanced pursuant to draw requests made for hard construction costs in accordance with progress completion benchmarks associated with construction of the Project; and WHEREAS, VBL has also prepared a comprehensive Sources and Uses, attached hereto as part of Composite Exhibit C, with any change being subject to approval by the City prior to closing on the Permitted Senior Financing; and WHEREAS, one of the purposes of this Agreement is to memorialize VBL's role in developing and constructing the Project, and the City's role in monitoring VBL and its use of HOME Funds for the Project, in an effort to ensure the City's compliance with all grant agreement 3 CMB HOME revised 02/2021 requirements. NOW, THEREFORE, the City and VBL agree as follows: Section 1. Agreement Documents: Agreement documents shall consist of this Agreement and seven (7) Exhibits, all of which are incorporated by reference into this Agreement: • Exhibit A — Scope of Services • Exhibit B — Documentation • Exhibit C — Sources and Uses • Exhibit D — Financial Management • Exhibit E — Monthly Reporting Forms • Exhibit F — Monitoring Checklist Section 2. Project Description: a. Scope of Work: VBL agrees to implement the Project in accordance with this Agreement, summarized as follows: The Original Funds will be used for hard construction costs associated with the construction of the new seawall along the waterfront portion of the Project, preparatory to constructing the remainder of the Project; and the Future Advance Funds shall be used for hard construction costs; said use of the Funds including, but not limited to: reviewing repair design specifications and construction management; processing payment disbursement requests and ensuring Project compliance with all Program rules and regulations. For this purpose, VBL will secure a general contractor for each activity stated above, as needed. The General Contractor, Atlantic Pacific Community Builders, LLC, is hereby approved by the City. Any change in the General Contractor shall require the prior written approval of the City Manager. b. Site Location; Total Units; and Bedroom Sizes. 119 studio units (114 of the units having approximately 405 square feet and five 5 units having approximately 473 square feet), including the construction of a new seawall, located at 280 S. Shore Drive, Miami Beach, FL 33141 and 175 S. Shore Drive, Miami Beach, Florida 33141. c. Eligible HOME Activities and Costs. Developer shall utilize the Original Funds for the following eligible activities: for hard construction costs associated with the construction of a new seawall along the waterfront portion of the Property, preparatory to constructing the remainder of the Project; and the Future Advance Funds shall be used for hard construction costs; said use of the Funds including, but not limited to: reviewing repair design specifications and construction management; processing payment disbursement requests and ensuring Project compliance with all Program rules and regulations. For this purpose, VBL will secure a general contractor for each activity stated above, as needed. The General Contractor, Atlantic Pacific Community Builders, LLC, is hereby approved by the City. Any change in the General Contractor shall require the prior written approval of the City Manager. Eligible costs include hard and soft costs as permitted by the HOME Program. 4 CMB HOME revised 02/2021 d. Designated HOME Units; HOME Subsidy. Six (6) new units shall be designated as HOME-Assisted Units ("HOME-Assisted Units"). All units shall be designated as "floating" HOME-Assisted Units. The amount of subsidy for the new units shall not exceed a total of $1,003,969.00, which does not exceed the allowable maximum per-unit subsidy limit based on the Section — 231 rental housing for the elderly, elevator-type, basic mortgage limits for Miami, FL multiplied by the 2023 high cost percentage of 270%. The maximum per unit subsidy based on these limits is listed in the table below. Unit Size HOME Subsidy per unit Maximum HOME Subsidy per unit 2023 231 subsidy limits for rental housing for the elderly, elevator-type _ Studio 1167,328.17 179,795.70 Section 3. Agreement Amount: The City agrees to make available HOME Investment Partnerships (HOME)funds, in the amount of ONE MILLION THREE THOUSAND NINE HUNDRED SIXTY-NINE AND 00/100 DOLLARS ($1,003,969.00)for use by VBL on a reimbursable basis during the term of the Agreement to be spent as agreed on Exhibit C — Sources and Uses, following the rules for Financial Management for HOME funded activities as stated in Exhibit D and pursuant to §92.504(c)(2) (hereinafter, the aforestated amount including, without limitation, any additional amounts included thereto, as a result of a subsequent amendment to the Agreement, may be referred to, collectively, as the "Funds"). Section 4. Alterations: Any proposed alterations in the Project including, without limitation, the Sources and Uses in Exhibit C, shall first be submitted, reviewed, and approved in writing by the City Manager. Section 5. Reporting Requirements and Method of Payment: In compliance with 24 CFR § 92.504 (c)(3)(vi) VBL agrees to submit Project Progress, and Financial Status as indicated in Exhibit A - describing the progress made by VBL in achieving the objectives identified in Exhibit A — Scope of Services. and shall include photographs of recent progress, as applicable. As part of the "Final Report", VBL also agrees to include, a comprehensive final report covering the agreed-upon Project objectives, activities, expenditures, and including, but not limited to, performance date and client feedback with respect to the goals and objectives outlined in Exhibit A. Other reporting requirements may be required by the Office of Housing and Community Development ("HCD") in the event legislative amendments are enacted or as the City Manager may reasonably deem necessary. VBL shall be informed, in writing, if any changes become necessary. Drawdowns for the payment of eligible expenses shall be made against the line- item expenditures specified in Exhibit C — Sources and Uses and in accordance with performance. Section 6. Monitoring: In compliance with § 92.504, HCD, at its discretion, shall schedule no less than one (1) annual on-site monitoring visit with VBL to evaluate the progress and performance of the Project and provide technical assistance using the monitoring checklist attached as Exhibit F. In monitoring the work of VBL, HCD shall keep the Assistant City Manager and/or City Manager informed, as necessary, of any issues that may arise in connection with the Project and/or 5 CMB HOME revised 02/2021 compliance with the terms of the Agreement. VBL is required to submit the following documents as requested: o Annual report on rents and occupancy of HOME-assisted units to verify compliance with affordability requirements o If the project has floating HOME units, information on unit substitution and filling vacancies to ensure that the project maintains the required unit mix o Reports (including financial reports) that enable the City to determine the financial condition and continued financial viability of the rental project. Section 7. Additional Conditions and Compensation - It is expressly understood and agreed by the parties hereto that the Funds to be used by VBL in accordance with this Agreement originate from HOME funds from the U.S. Department of Housing and Urban Development (HUD) and must be implemented in full compliance with all of HUD's current rules and regulations as same may be amended from time to time. In the event of curtailment or non-production of said Federal funds, the financial sources necessary to continue to pay VBL all or any portions of the Funds will not be available. In that event, the City may terminate this Agreement, which termination shall be effective as of the date that it is determined by the City Manager, in his/her sole discretion and judgment, that the Funds are no longer available. In the event of such termination, VBL agrees that it will not look to, nor seek to hold the City, nor any individual member of the City Commission and/or City Administration, personally liable for the performance of this Agreement, and the City shall be released from any further liability to VBL under the terms of this Agreement. Section 8. Compliance with Local, State and Federal Regulations: VBL agrees to comply with all applicable Federal regulations as they may apply to Program administration and to carry out each activity in compliance with the laws and regulations as described in 24 CFR Part 92, as same may be amended from time to time. Additionally, VBL will comply with all State and local (City and County) laws and ordinances hereto applicable. It shall be VBL's sole and absolute responsibility to continually familiarize itself with any and all such applicable Federal, State, County, and City regulations, laws, and/or ordinances. Section 9. Assignment/Subcontract: No part of this Agreement may be assigned or subcontracted without the prior written consent of the City, which consent, if given at all, shall be at the City Manager's sole discretion and judgement. VBL shall not encumber (other than pursuant to the Permitted Senior Mortgages, to which the City's Mortgage is subordinate as and to the extent set forth in the Subordination Agreements (as defined in the Mortgage)), refinance, sell, lease (other than by residential leases in the ordinary course of business), transfer or otherwise dispose of any portion of the Property. VBL shall not permit any change in the Controlling Interest in VBL or its general partner as it exists on the date of execution of this Agreement, a copy of which has been provided to the City simultaneously herewith, without the prior written consent of the City Manager. A "Controlling Interest" shall mean any direct or indirect transfers or sales, that, when added to any prior changes in the ownership interests in such entity, exceed fifty-one percent (51%) of the total aggregate ownership interests in VBL or its general partner, as applicable. Changes to limited partnership interests or non-managing limited liability company interests, as applicable, shall not require prior approval; 6 ,, CMB HOME revised 02/2021 however, VBL shall provide the City with prior written notice of any such change in a majority of the limited partnership interests or non-managing limited liability company interests, as applicable. VBL shall not, without the prior written consent of the City Manager, designate a new general partner or Manager. Notwithstanding the foregoing, the Property, a Controlling Interest, or any interest in either may be transferred to HACMB or any of the following entities (and no others) provided that such entities are at all times 100% wholly-owned by HACMB (or, in the case of HACMB — VB (as defined herein), wholly-owned by an entity that is wholly-owned by HACMB): Vista Breeze HACMB, Inc., a Florida nonprofit corporation ("VBHI"); Miami Beach Housing Initiatives, Inc., a Florida nonprofit corporation ("MBHI"); or HACMB — Vista Breeze, LLC, a Florida limited liability company ("HACMB — VB") (each such entity 100%wholly-owned by HACMB (or, in the case of HACMB—VB, wholly-owned by MBHI), an "HACMB Affiliate" and, together, the "HACMB Affiliates"), without the prior written consent of the City; provided that as a condition to such transfer, VBL shall assign to HACMB or the applicable HACMB Affiliate, and HACMB or the applicable HACMB Affiliate shall assume, all obligations of VBL under this Agreement and the Loan Documents and HACMB or the applicable HACMB Affiliate shall become the counterparty hereto and thereto as fully and completely as if HACMB or the applicable HACMB Affiliate had been the original counterparty as of the respective dates of execution of this Agreement and the other Loan Documents. Such assignment and assumption shall be made pursuant to a written agreement in form and substance reasonably acceptable to the City and a copy of such executed agreement shall be promptly delivered by VBL to the City. In connection with any sale, transfer or other conveyance of the Property or any direct or indirect ownership interests in VBL to any person or entity other than (i) by foreclosure or deed in lieu of foreclosure by a Senior Lender under a Permitted Senior Mortgage or the exercise by a Senior Lender of any pledge or collateral assignment to such Senior Lender of partnership interests or other collateral or (ii) a sale, transfer or conveyance to HACMB or an HACMB Affiliate, the City shall receive its Profit Recapture contemporaneously with such sale, transfer or conveyance. In the event of a sale, transfer or conveyance of less than all of the direct or indirect ownership interests in VBL (other than any such transfer to HACMB or an HACMB Affiliate), the City's Profit Recapture shall be calculated in accordance with the formula set forth in the Declaration and further multiplied by the percentage of direct or indirect ownership interests being sold, transferred or conveyed. Notwithstanding anything to the contrary set forth herein or in any of the Loan Documents, any sale, transfer or conveyance of the Property or a Controlling Interest in VBL or its general partner, in each case, to any person other than HACMB or an HACMB Affiliate, shall be subject to the City's prior written consent, which may be granted or withheld in the City's sole and absolute discretion. For the avoidance of doubt, notwithstanding anything to the contrary set forth in this Agreement or any of the other Loan Documents, if at any time any of VBHI, MBHI and/or HACMB - VB ceases to be 100% wholly-owned by HACMB (or, in the case of HACMB — VB, wholly-owned by MBHI), then all such entities shall cease to be "HACMB Affiliates" for all purposes of this Agreement and the other Loan Documents. Section 10. Term: This Agreement shall commence on the date of the last signature executing the Agreement, with an effective date of September 21, 2023, and shall terminate as of the end of the Affordability Period as defined on Exhibit A. The term of this Agreement and the provisions herein may be extended, only with the written agreement of both parties and as permitted by the Program rules and regulations. 7 CMB HOME revised 02/2021 Section 11. Remedies for noncompliance: Contracts for more than the simplified acquisition threshold currently set at $150,000, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate. As a result, VBL shall incorporate in every contract executed as a result of this Agreement the following remediation options, as more particularly set forth in 2 CFR Part 200: "If Contractor fails to comply with Federal statutes, regulations or the terms and conditions of the Federal award, City may take one or more of the following actions, as appropriate under the circumstances: a. Temporarily withhold cash payments pending correction of the deficiency by the contractors/subcontractors. b. Disallow (that is, deny both use of funds and any applicable matching credit for) all or part of the cost of the activity or action not in compliance. c. Wholly or partly suspend or terminate the Federal award. d. If contractor/subcontractor is noncompliant, City can request VBL to recommend HUD to initiate suspension or debarment proceedings as authorized under 2 CFR part 180 and Federal awarding agency regulations. e. Withhold further Federal awards for the Project. f. Take other remedies that may be legally available". Section 12. Default; Termination of Agreement; Remedies: 12.1 Default; Termination for Cause: Remedies a. This Agreement may be terminated for cause. "Cause" shall include the following material defaults: 1. VBL's failure to pay in full any payment due to the City under this Agreement within fifteen (15) days from receipt by VBL of a written request from the City; 2. VBL's failure to comply and/or perform in accordance with any of the terms and conditions of this Agreement; 3. VBL's failure to comply with the rules and regulations of the Program including, without limitation, the failure to complete the Project within the time period allowed under the Program; 4. VBL's failure to comply with any applicable federal, State, County, or City law or regulation; 5. VBL's failure to provide evidence of insurance required by the City within fifteen (15) days from receipt by VBL of a written request from the City; 6. VBL's failure to submit any required report to the City, or submittal of a report which is late, incorrect, or incomplete in any material respect, after 8 CMB HOME revised 02/2021 notice and opportunity to cure within thirty (30) days of notice of same from the City to VBL; 7. Implementation of this Agreement, for any reason, is rendered impossible or infeasible, without the application of a cure period as set forth in subsection (b); 8. VBL's failure to respond, in writing, within thirty (30) days of notice of same from the City, to any concerns raised by the City, including providing substantiating documentation when requested by the City, without the application of any additional cure period as set forth in subsection (b); 9. fraud, misappropriation of funds or criminal activity by VBL or any affiliate of VBL providing services to or in connection with VBL or the Project, without the application of a cure period as set forth in subsection (b); 10. waste, abuse, or mismanagement (that has or might reasonably be expected to have a material adverse impact on the operation of the Project), as determined by the City's monitoring under this Agreement, or any violation of applicable HUD rules and regulations; 11. VBL's insolvency or bankruptcy, without the application of a cure period as set forth in subsection (b); 12. Any assignment or transfer of this Agreement (or any portion hereof) or Controlling Interest in VBL which does not comply with the procedures set forth in Section 9, without the application of a cure period as set forth in subsection (b); or 13. Any unauthorized assignment or transfer of this Agreement (or any portion thereof); or unauthorized encumbrance, refinance, lease, sale, conveyance or transfer of the Project by VBL, which does not comply with the procedures set forth in Section 9, without the application of a cure period as set forth in subsection (b). b. Default and Remedies. Except as to defaults for which a specific cure period is otherwise provided or excluded in the previous subsection (a), and subject to the HUD rules and regulations, which may require shorter cure periods, if the default complained of is not fully and satisfactorily cured within thirty (30) days of VBL's receipt of notice of default to VBL, at the expiration of said thirty (30) day period (or for an extended period not to exceed one hundred twenty (120) days as may be approved in writing by the City, through the City Manager, in the City Manager's sole discretion, if the City Manager determines that such default stated in such notice can be corrected by VBL, but not within such thirty (30) day period, and further provided that VBL commences such correction within such initial thirty (30) day period and thereafter diligently pursues the same to completion within such approved extended period not to exceed one hundred twenty (120) days) this Agreement may, at the City Manager's sole option and discretion, be deemed automatically canceled and terminated, and the City shall be fully discharged from any and all liabilities and duties and terms arising out of, or accruing by virtue of, the Agreement. In the event of a default for cause, the City may also, at its option, require repayment of the total amount of the Funds, together with interest at the 9 CMB HOME revised 02/2021 Default Interest Rate, as more particularly defined in the Note; avail itself of any and all remedies pursuant to the HOME Program (at 2 CFR Part 200), including suspension and/or re-capture of the Funds, or any portion thereof together with interest at the Default Interest Rate; and/or pursue any other remedies that may be available at law or equity. Notwithstanding the foregoing, City acknowledges and agrees that Senior Lenders have the right, but not the obligation, to cure defaults, as expressly set forth in the Subordination Agreements. c. Effects of suspension and termination. Costs of VBL resulting from obligations incurred by VBL during a suspension or after termination of an award are not allowable unless the City expressly authorizes them in the notice of suspension or termination or subsequently. Other VBL costs during suspension or after termination which are necessary and not reasonably avoidable are allowable if: 1. The costs result from obligations which were properly incurred by VBL before the effective date of suspension or termination, are not in anticipation of it, and, in the case of a termination, are noncancellable; and 2. The costs would be allowable if the award were not suspended or expired normally at the end of the funding period in which the termination takes effect. d. The enforcement remedies identified in this section, including suspension and termination, do not preclude VBL from being subject to debarment pursuant to 2 CFR Part 200. 12.2 Termination for Convenience: Except as provided in Section 12.1, awards may be terminated in whole or in part only as follows: a. by the City with the consent of VBL, as agreed by the parties; or b. by VBL upon written notification to the City, setting forth the reasons for such termination, the effective date, and in the case of partial termination, the portion to be terminated. However, if, in the case of a partial termination, the City determines that the remaining portion of the award will not accomplish the purposes for which the award was made, the City may terminate the award in its entirety under Section 12.1(a)(7) or 12.2.a. In the event of a termination for convenience under this Section 12.2, after the expiration of any applicable cure periods given to VBL in this Agreement and to Senior Lenders as expressly set forth in the Subordination Agreements, the City shall cease any payments to VBL for costs resulting from obligations, which were not properly incurred before the effective date of termination. Additionally, VBL shall submit a final report, as provided in Section 5 of the Agreement, detailing all Project objectives, activities and expenditures up to the effective date of the termination. Said "final report" shall be due within five (5) working days following the effective date of the termination. The City, at the sole discretion of the City Manager, shall determine the amount (if any) of HOME Funds to be returned to the City as a result of any incomplete Project items and/or items not satisfactorily performed, and shall provide VBL with written notice of any monies due. Said monies shall be due immediately and payable upon receipt of such notice by VBL. The City reserves any and all legal rights and remedies it may have with regard to the collection of any unpaid monies owed to the City. 12.3 Termination for Lack of Funds: In the event of curtailment of, or regulatory constraints placed on the Funds by HUD, this Agreement will terminate, effective as of the time that the City Manager, in the City Manager's reasonable judgment and discretion, determines 10 CMB HOME revised 02/2021 that said Funds are no longer available. In the event of such termination, VBL agrees that it will not look to, nor seek to hold, the City, or any of its officials, officers, employees, contractors, or agents, personally liable for performance of this Agreement, and the City shall be released from any and all liability to VBL under the terms of this Agreement. Section 13. Equal Employment Opportunities/No Discrimination: In compliance with 2 CFR 200, Appendix II: Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of "Federally assisted construction contract" in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 CFR Part 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." Unless otherwise required by applicable laws, in connection with performance of the Services, VBL shall not exclude from participation in, deny the benefits of, or subject to discrimination anyone on the grounds of race, color, national origin, sex, age, disability, religion, income or family status. Additionally, VBL shall comply with the City of Miami Beach Human Rights Ordinance, codified in Chapter 62 of the City Code, as may be amended from time to time, prohibiting discrimination in employment (including independent contractors), housing, public accommodations, public services, and in connection with its membership or policies because of actual or perceived race, color, national origin, religion, sex, intersexuality, gender identity, sexual orientation, marital and familial status, age, disability, ancestry, height, weight, hair texture and/or hairstyle, domestic partner status, labor organization membership, familial situation, or political affiliation. Section 14. Religious Organization or Owned Property: HOME funds may be used by religious organizations or on property owned by religious organizations only with prior written approval from the City Manager, and only in accordance with requirements set in 24 CFR § 92.257 VBL shall comply with First Amendment Church/State principles, as follows: a. It will not discriminate against any employee or applicant for employment on the basis of religion and will not limit employment or give preference in employment to persons on the basis of religion. b. It will not discriminate against any person applying for public services on the basis of religion and will not limit such services or give preference to persons on the basis of religion. c. It will retain its independence from Federal, State, and local governments, and may continue to carry out its mission, including the definition, practice, and expression of its religious beliefs, provided that it does not use direct HOME funds to support any inherently religious activities, such as worship, religious instruction, or proselytizing. d. The Funds shall not be used for the acquisition, construction, or rehabilitation of structures to the extent that those structures are used for inherently religious activities. Where a structure is used for both eligible and inherently religious activities, HOME funds may not exceed the cost of those portions of the 11 CMB HOME revised 02/2021 acquisition, construction, or rehabilitation that are attributable to eligible activities in accordance with the cost accounting requirements applicable to HOME funds in this part. Sanctuaries, chapels, or other rooms that a HOME- funded religious congregation uses as its principal place of worship, however, are ineligible for HOME-funded improvements. Section 15. Conformity to HUD regulations: VBL agrees to abide by guidelines set forth by HUD for the administration and implementation of the HOME Program, including applicable Uniform Administrative Requirements set forth in 24 CFR 92.505, and applicable federal laws and regulations in 24 CFR 92.350, et seq. In this regard, VBL agrees that duly authorized representatives of HUD shall have access to any books, documents, papers and records of VBL that are directly pertinent to this Agreement for the purpose of making audits, examinations, excerpts and transcriptions. VBL shall comply with all applicable provisions of the Uniform Administrative Requirements of 2 CFR Part 200 or the related HOME provision, as applicable, recognizing, however, that pursuant to 2 CFR 200.101(b), a number of provisions of the Uniform Administrative Requirements are not applicable to loans of federal funds such as this loan of HOME Funds. Section 16. Sponsorships: VBL agrees that all notices, informational pamphlets, press releases, advertisements, descriptions of the sponsorship of the program, research reports, and similar public notices prepared and released by VBL for, on behalf of, and/or about the Project, shall include the statement: "FUNDED BY THE CITY OF MIAMI BEACH HOME INVESTMENT PARTNERSHIP PROGRAM" In written materials, the words "CITY OF MIAMI BEACH HOME INVESTMENT PARTNERSHIP PROGRAM GRANT FUNDS ADMINISTERED BY THE CITY OF MIAMI BEACH OFFICE OF HOUSING AND COMMUNITY DEVELOPMENT" shall appear in the same size letters or type as the name of VBL Section 17. Examination of Records: VBL shall maintain sufficient records in accordance with §92.508 to determine compliance with the requirements of this Agreement, the HOME Program, and all applicable laws and regulations. This documentation shall include, but not be limited to, the following: (I) A full description of each project assisted with HOME funds, including the location (address of each unit), form of HOME assistance, and the units or tenants assisted with HOME funds. (ii) The source and application of funds for each project, including supporting documentation in accordance with 2 CFR 200.302; and records to document the eligibility and permissibility of the project costs, including the documentation of the actual HOME-eligible development costs of each HOME-assisted unit (through allocation of costs, if permissible under § 92.205(d)) where HOME funds are used to assist less than all of the units in a multi-unit project. (iii) Records demonstrating that each rental housing or homeownership project meets the minimum per-unit subsidy amount of§ 92.205(c), the maximum per-unit 12 CMB HOME revised 02/2021 subsidy amount of § 92.250(a), and the subsidy layering and underwriting evaluation adopted in accordance with § 92.250(b). (iv) Records (e.g., inspection reports) demonstrating that each project meets the property standards of § 92.251 at project completion and for the duration of the Affordability Period. In addition, during the period of affordability, records for rental projects demonstrating compliance with the property standards and financial reviews and actions pursuant to § 92.504(d). (v) Records demonstrating that each family is income eligible in accordance with § 92.203. (vi) Records demonstrating that each tenant-based rental assistance project meets the written tenant selection policies and criteria of§ 92.209(c), including any targeting requirements, the rent reasonableness requirements of § 92.209(f), the maximum subsidy provisions of § 92.209(h), property inspection reports, and calculation of the HOME subsidy. (vii) Records demonstrating that each rental housing project meets the affordability and income targeting requirements of § 92.252 for the required period. Records must be kept for each family assisted. (viii) Records demonstrating that each multifamily rental housing project involving rehabilitation with refinancing complies with the refinancing guidelines established in accordance with § 92.206(b). (ix) Records (written agreements) demonstrating compliance with the written agreements requirements in § 92.504. VBL is responsible for maintaining and storing all records pertinent to this Agreement in an orderly fashion in a readily accessible, permanent and secured location for a period of five (5) years after expiration of this Agreement, with the following exception: if any litigation, claim or audit is started before the expiration date of the five-year period, the records will be maintained until all litigation, claims or audit findings involving these records are resolved. The City shall be informed in writing after closeout of this Agreement, of the address where the records are to be kept. Section 18. Audits and Inspections: a. At any time during normal business hours, and as often as the City (and/or its representatives) may deem necessary, VBL shall make available all records, documentation, and any other data relating to all matters covered by the Agreement, for review, inspection or audit. In compliance with 2 CFR Part 200, Subpart F- Audit Requirements, if VBL expends $750,000 or more during the non-Federal entity's fiscal year in Federal awards, VBL must have a single or program-specific audit conducted for that year in accordance with the provisions mentioned above and shall be submitted to the City 180 days after the end of VBL's fiscal year. If this Agreement is closed-out prior to the receipt of an audit report, the City reserves the right to recover any disallowed costs identified in an audit after such closeout. 13 CMB HOME revised 02/2021 b. Inspector General Audit Rights: 1. Pursuant to Section 2-256 of the Code of the City of Miami Beach, the City has established the Office of the Inspector General which may, on a random basis, perform reviews, audits, inspections and investigations on all City contracts, throughout the duration of said contracts. This random audit is separate and distinct from any other audit performed by or on behalf of the City. 2. The Office of the Inspector General is authorized to investigate City affairs and empowered to review past, present and proposed City programs, accounts, records, contracts and transactions. In addition, the Inspector General has the power to subpoena witnesses, administer oaths, require the production of witnesses and monitor City projects and programs. Monitoring of an existing City project or program may include a report concerning whether the project is on time, within budget and in conformance with the contract documents and applicable law. The Inspector General shall have the power to audit, investigate, monitor, oversee, inspect and review operations, activities, performance and procurement process including but not limited to project design, bid specifications, (bid/proposal) submittals, activities of VBL, its officers, agents and employees, lobbyists, City staff and elected officials to ensure compliance with the contract documents and to detect fraud and corruption. Pursuant to Section 2-378 of the City Code, the City is allocating a percentage of its overall annual contract expenditures to fund the activities and operations of the Office of Inspector General. 3. Upon ten (10) days written notice to VBL, VBL shall make all requested records and documents available to the Inspector General for inspection and copying. The Inspector General is empowered to retain the services of independent private sector auditors to audit, investigate, monitor, oversee, inspect and review operations activities, performance and procurement process including but not limited to project design, bid specifications, (bid/proposal) submittals, activities of VBL, its officers, agents and employees, lobbyists, City staff and elected officials to ensure compliance with the contract documents and to detect fraud and corruption. 4. The Inspector General shall have the right to inspect and copy all documents and records in VBL's possession, custody or control which in the Inspector General's sole judgment, pertain to performance of the contract, including, but not limited to original estimate files, change order estimate files, worksheets, proposals and agreements from and with successful subcontractors and suppliers, all project-related correspondence, memoranda, instructions, financial documents, construction documents, (bid/proposal) and contract documents, back- change documents, all documents and records which involve cash, trade or volume discounts, insurance proceeds, rebates, or dividends received, payroll and personnel records and supporting documentation for the aforesaid documents and records. 5. VBL shall make available at its office at all reasonable times the records, materials, and other evidence regarding the acquisition (bid preparation) and performance of this Agreement,for examination, audit,or reproduction, 14 CMB HOME revised 02/2021 until three (3) years after final payment under this Agreement or for any longer period required by statute or by other clauses of this Agreement. In addition: If this Agreement is completely or partially terminated, VBL shall make available records relating to the work terminated until three (3) years after any resulting final termination settlement; and ii. VBL shall make available records relating to appeals or to litigation or the settlement of claims arising under or relating to this Agreement until such appeals, litigation, or claims are finally resolved. 6. The provisions in this section shall apply to VBL, its officers, agents, employees, subcontractors and suppliers. VBL shall incorporate the provisions in this section in all subcontracts and all other agreements executed by VBL in connection with the performance of this Agreement. 7. Nothing in this section shall impair any independent right to the City to conduct audits or investigative activities. The provisions of this section are neither intended nor shall they be construed to impose any liability on the City by VBL or third parties. Section 19. Conflict of Interest: VBL covenants that no person under their employ who is described in 24 CFR 92.356(c) presently exercises any functions or responsibilities in connection with HOME Investment Partnerships (HOME) funded activities has any personal financial interests, direct or indirect, in this Agreement. VBL covenants that in the performance of this Agreement, no person having such conflicting interest shall be employed. VBL covenants that they will comply with all provisions of §92.356 "Conflict of Interest", and the Federal, State, County and City of Miami Beach statutes, regulations, ordinances or resolutions governing conflicts of interest. VBL shall disclose, in writing, to the City any possible conflicting interest or apparent impropriety that is covered by the above provisions. This disclosure shall occur immediately upon knowledge of such possible conflict. The City will then render an opinion, which shall be binding on both parties. Section 20. Indemnification/Insurance Requirements: VBL shall indemnify, defend and hold harmless the City, its officers, employees and agents, from and against any and all actions (whether at law or in equity), claims, liability, losses and expenses, including, but not limited to, attorneys' fees and costs, for personal, economic or bodily injury, wrongful death, loss of or damage to property, which may arise of be alleged to have arisen from the (1) negligent acts, errors, omissions or other wrongful conduct of VBL, or any of its agents, officers, servants, employees, contractors, patrons, guests, clients, licensees, invitees, or any persons acting under the direction, control, or supervision of VBL, in connection with, related to, or as a result of VBL's performance of this Agreement, and/or in connection with the Project. VBL shall pay all claims and losses of any nature whatsoever in connection therewith and shall defend all suits in the name of the City, and shall pay all costs (including attorney's fees) and judgements which may issue thereon, including appeals. VBL expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by VBL shall in no way limit VBL's responsibility to indemnify, keep and save harmless and defend 15 CMB HOME revised 02/2021 the City, or its officers, employees, agents and instrumentalities as herein provided. This Indemnification shall survive the termination and/or expiration of this Agreement. VBL shall not commence any work and/or services pursuant to this Agreement until all insurance required under this Section has been obtained and the City's Risk Manager has approved such insurance. In the event evidence of such insurance is not forwarded to the City's Risk Manager within thirty (30) days after the commencement date of the term, this Agreement shall automatically terminate and become null and void, and the City shall have no obligation under the terms and conditions hereof. VBL shall maintain and carry in full force during the term of this Agreement, and/or throughout the duration of the Project contemplated herein, whichever is longer, the following insurance: a. Workers' Compensation Insurance for all employees of the Contractor as required by Florida Statute Chapter 440 and Employer Liability Insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease. Should the Contractor be exempt from this Statute, the Contractor and each employee shall hold the City harmless from any injury incurred during performance of the Contract. The exempt contractor shall also submit (i) a written statement detailing the number of employees and that they are not required to carry Workers' Compensation insurance and do not anticipate hiring any additional employees during the term of this contract or(ii) a copy of a Certificate of Exemption. b. Commercial General Liability Insurance on an occurrence basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence, and $2,000,000 general aggregate. c. Automobile Liability Insurance covering any automobile, if VBL has no owned automobiles, then coverage for hired and non-owned automobiles, with limit no less than$1,000,000 combined per accident for bodily injury and property damage. d. Contractors' Pollution Legal Liability (if project involves environmental hazards), with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate. e. Builders Risk Insurance utilizing an "All Risk" coverage form, with limits equal to the completed value of the project and no coinsurance penalty. (City of Miami Beach shall be named as a Loss Payee on this policy, as its interest may appear. This policy shall remain in force until acceptance of the project by the City.) f. Payment and Performance Bond - VBL shall require its General Contractor to provide unconditional performance and payment bonds covering the total value of the Project. Additional Insured - City of Miami Beach must be included by endorsement as an additional insured with respect to all liability policies (except Professional Liability and Workers' Compensation)arising out of work or operations performed on behalf of VBL including materials, parts, or equipment furnished in connection with such 16 CMB HOME revised 02/2021 work or operations and automobiles owned, leased, hired or borrowed in the form of an endorsement to VBL's insurance. Notice of Cancellation - Each insurance policy required above shall provide that coverage shall not be cancelled, except with notice to the City of Miami Beach c/o EXIGIS Insurance Compliance Services. Waiver of Subrogation — VBL agrees to obtain any endorsement that may be necessary to affect the waiver of subrogation on the coverages required. However, this provision applies regardless of whether the City has received a waiver of subrogation endorsement from the insurer. Acceptability of Insurers — Insurance must be placed with insurers with a current A.M. Best rating of A:VII or higher. If not rated, exceptions may be made for members of the Florida Insurance Funds (i.e. FWCIGA, FAJUA). Carriers may also be considered if they are licensed and authorized to do insurance business in the State of Florida. Verification of Coverage— Contractor shall furnish the City with original certificates and amendatory endorsements, or copies of the applicable insurance language, effecting coverage required by this contract. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time. CERTIFICATE HOLDER MUST READ: CITY OF MIAMI BEACH c/o EXIGIS Insurance Compliance Services P.O. Box 947 Murrieta, CA 92564 Kindly submit all certificates of insurance, endorsements, exemption letters to our servicing agent, EXIGIS, at: Certificates-miamibeach©riskworks.corn Special Risks or Circumstances - The City of Miami Beach reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Compliance with the foregoing requirements shall not relieve the VBL of his liability and obligation under this section or under any other section of this Agreement. The maintenance of proper insurance coverage is a material element of the Agreement and failure to maintain or renew coverage may be treated as a material breach of the Agreement, which could result in withholding of payments or termination of the Agreement. Section 21. Venue: This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, both substantive and remedial, without regard to 17 CMB HOME revised 02/2021 principles of conflict of laws. The exclusive venue for any litigation arising out of this Agreement shall be Miami-Dade County, Florida, if in state court, and the US. District Court, Southern District of Florida, if in federal Court. BY ENTERING INTO THIS AGREEMENT, THE CITY AND VBL EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, ARISING OUT OF, THIS AGREEMENT. Section 22. Notices: All notices required under this Agreement shall be sent to the parties at the following address: City: Alba Tarre, Department Director Office of Housing and Community Services Care of: Office of Housing and Community Development City of Miami Beach 1700 Convention Center Drive Miami Beach, FL 33139 With a copy to: Rafael A. Paz, City Attorney City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 VBL: Miguell Del Campillo, Executive Director Housing Authority of the City of Miami Beach 200 Alton Road Miami Beach, FL 33139 With a copy to: Fox Rothschild LLP BNY Mellon Center 500 Grant Street, Suite 2500 Pittsburgh, PA 15219 Attention: Michael H. Syme and Kenneth Naylor Vista Breeze, Ltd. 161 NW 6th Street, Suite 1020 Miami, FL 33136 In the event that VBL changes the responsible person during the term of the Agreement, such change must be notified in writing to the City within 15 days of such change. Section 23. Limitation of Liability: The City desires to enter into this Agreement only if in so doing the City can place a limit on City's liability for any cause of action for money damages due to an alleged breach by the City of this Agreement, so that its liability 18 CMB HOME revised 02/2021 for any such breach never exceeds the sum of $5,000.00. VBL hereby expresses its willingness to enter into this Agreement with VBL's recovery from the City for any damage action for breach of contract to be limited to a maximum amount of $5,000.00. Accordingly, VBL hereby agrees that the City shall not be liable to VBL for damages in an amount in excess of $5,000.00, for any action or claim for breach of contract arising out of the performance or nonperformance of any obligations imposed upon the City by this Agreement. Nothing contained in this subparagraph or elsewhere in this Agreement is in any way intended to be a waiver of the limitation placed upon City's liability as set forth in Florida Statutes, Section 768.28. Section 24. Florida Public Records Law: a. VBL shall comply with Florida Public Records law under Chapter 119, Florida Statutes, as may be amended from time to time. b. The term "public records" shall have the meaning set forth in Section 119.011(12), which means all documents, papers, letters, maps, books, tapes, photographs, films, sound recordings, data processing software, or other material, regardless of the physical form, characteristics, or means of transmission, made or received pursuant to law or ordinance or in connection with the transaction of official business of the City. c. Pursuant to Section 119.0701 of the Florida Statutes, if VBL meets the definition of"Contractor" as defined in Section 119.0701(1)(a), VBL shall: 1. Keep and maintain public records required by the City to perform the service; 2. Upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes or as otherwise provided by law; 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed, except as authorized by law, for the duration of the contract term and following completion of the Agreement if VBL does not transfer the records to the City; 4. Upon completion of the Agreement, transfer, at no cost to the City, all public records in possession of VBL or keep and maintain public records required by the City to perform the service. If VBL transfers all public records to the City upon completion of the Agreement, VBL shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If VBL keeps and maintains public records upon completion of the Agreement, VBL shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. 19 CMB HOME revised 02/2021 d. Request for Records; Noncompliance 1. A request to inspect or copy public records relating to the City's contract for services must be made directly to the City. If the City does not possess the requested records, the City shall immediately notify VBL of the request, and VBL must provide the records to the City or allow the records to be inspected or copied within a reasonable time. 2. VBL's failure to comply with the City's request for records shall constitute a breach of this Agreement, and the City, at its sole discretion, may: (i) unilaterally terminate the Agreement; (ii)avail itself of the remedies set forth under the Agreement; and/or (iii) avail itself of any available remedies at law or in equity. 3. If VBL fails to provide the public records to the City within a reasonable time, VBL may be subject to penalties under s. 119.10. e. Civil Action 1. If a civil action is filed against VBL to compel production of public records relating to the City's contract for services, the court shall assess and award against VBL the reasonable costs of enforcement, including reasonable attorneys' fees, if: The court determines that VBL unlawfully refused to comply with the public records request within a reasonable time; and ii. At least 8 business days before filing the action, the plaintiff provided written notice of the public records request, including a statement that VBL has not complied with the request, to the City and to VBL. 2. A notice complies with subparagraph (1)(ii) if it is sent to the City's custodian of public records and to VBL at VBL's address listed on its contract with the City or to VBL's registered agent. Such notices must be sent by common carrier delivery service or by registered, Global Express Guaranteed, or certified mail, with postage or shipping paid by the sender and with evidence of delivery, which may be in an electronic format. 3. If VBL complies with a public records request within 8 business days after the notice is sent, VBL is not liable for the reasonable costs of enforcement. f. IF VBL HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO VBL'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: CITY OF MIAMI BEACH ATTENTION: RAFAEL E. GRANADO, CITY CLERK 20 CMB HOME revised 02/2021 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 E-MAIL: RAFAELGRANADO(aMIAMIBEACHFL.GOV PHONE: 305-673-7411 Section 27. E-Verify. a. VBL shall comply with Section 448.095, Florida Statutes, "Employment Eligibility" ("E-Verify Statute"), as may be amended from time to time. Pursuant to the E- Verify Statute, commencing on January 1, 2021, VBL shall register with and use the E-Verify system to verify the work authorization status of all newly hired employees during the term of the Agreement. Additionally, VBL shall expressly require any approved subcontractor performing work or providing services pursuant to the Agreement to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the contract term. If VBL enters into a contract with an approved subcontractor, the subcontractor must provide VBL with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. VBL shall maintain a copy of such affidavit for the duration of the Agreement or such other extended period as may be required under this Agreement. b. Termination Rights. 1. If the City has a good faith belief that VBL has knowingly violated Section 448.09(1), Florida Statutes, the City shall terminate this Agreement with VBL for cause, and City shall thereafter have or owe no further obligation or liability to VBL. 2. If the City has a good faith belief that a subcontractor has knowingly violated Section a., but VBL otherwise complied with such section, the City will promptly notify VBL and order VBL to immediately terminate the Agreement with the subcontractor. VBL's failure to terminate a subcontractor shall be an event of default under this Agreement, entitling the City to terminate VBL's Agreement for cause. 3. A contract terminated under the foregoing Subparagraphs (1) or (2) is not in breach of contract and may not be considered as such. 4. The City or VBL or a subcontractor may file an action with the Circuit or County Court to challenge a termination under the foregoing Subparagraphs (1) or (2) no later than 20 calendar days after the date on which the contract was terminated. 5. If the City terminates the Agreement with VBL under the foregoing Subparagraph (1), VBL may not be awarded a public contract for at least 1 year after the date of termination of this Agreement. 6. VBL is liable for any additional costs incurred by the City as a result of the termination of this Agreement under this Section 27. Section 28. This Agreement shall be binding upon all parties hereto and their respective heirs, executors, administrators, successors and assigns. Section 29. The city manager, as the chief executive officer of the City(the "City Manager"), or such person (the City Manager's designee)as may from time to time be authorized 21 CMB HOME revised 02/2021 in writing by such administrative official to act for him/her with respect to any or all matters pertaining to this Agreement shall be responsible for administering this Agreement. The City Manager's designee shall be the Office of Housing and Community Services Director. Notwithstanding any provision to the contrary in this Agreement or the other Loan Documents, nothing herein or in the other Loan Documents shall preclude the City Manager, in his or her reasonable discretion, from seeking direction from or electing to have the City Commission determine any matter arising out of or related to this Agreement or the other Loan Documents, including, without limitation, any approval contemplated under this Agreement or the other Loan Documents and/or any approval of any proposed amendment or modification to this Agreement or any separate agreement relating to the Project or otherwise referenced in this Agreement or any other Loan Document. Balance of Page Intentionally Left Blank 22 CMB HOME revised 02/2021 IN WITNESS WHEREOF, this Agreement is executed as of the day and year first written above. VISTA BREEZE, LTD, a Florida limited partnership By: APC Vista Breeze, LLC a Florida limite liability company, its Ma agin eneral artner ATTEST: Signature Si n ture ccck kif4r rt.P Z Kenneth Naylor, Vice-President Print Name Print Name and Title ava-3 Date CITY OF MIAMI BEACH, FLORIDA a Florida municipal corporation ATTEST: CielfArkk Signature Signature Rafael E. Granado, City Clerk Alina T. Hudak, City Manager Print Name Print Name DFC t 4 2023 Date '.INCO ORATE , APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION �- —�► 2--13—a.0 rorCity Attorney _ Date AV [Signature Page — City HOME Program Agreement] 23 ' CMB HOME revised 02/2021 EXHIBIT "A" "SCOPE OF SERVICES" Statement of Work: VBL agrees to provide the following: VBL Name: Vista Breeze, Ltd. Federal Award M22-MC120212 Identification: UEI Number: MEP1NDZ2ZKD7 Federal Award: FY 2022 and FY 2023 HOME Funds Federal Awarding U.S. Department of Housing and Urban Development (HUD) Agency: Pass-through Entity: City of Miami Beach Office of Housing and Community Services Housing for Extremely-Low, Very-Low, and Low- Income Elderly National Objective: Households, which do not exceed 80%% AMI and which average less than 60% Development and construction of an affordable elderly housing development to be known as Vista Breeze, having 119 studio Project: units (114 of the units having approximately 405 square feet and five 5 units having approximately 473 square feet), including the construction of a new seawall located at 280 S. Shore Drive, Miami Beach, FL 33141 Project Locations: 175 S. Shore Drive and 280 S. Shore Drive, Miami Beach, Florida 33141 Total number of dwelling units that will be occupied by All HOME-Assisted Units will be occupied by Extremely-Low and Extremely-Low, Very- Very-Low Elderly Income households low, and low-income household Progress Reports: Due within ten (10) days following the end of Reports Due: each quarter: • Annual Reports shall be submitted pursuant to 24 CFR §92.504(c)(3)(vi) $1,003,969.00 ($500,000.00 for hard construction Project costs Funding amount associated with the replacement of seawall and $503,969.00 for other hard construction Project costs) Environmental review, Release March 2023 — July 2023 of funds and Subsidy Layering Review process September 2023 Home contract execution Project Timeline/ September 2023— December Replacement of seawall and Deliverables 2023 installation of infrastructure December 2023 Construction of Vista Breeze commences May 2026 Construction of Vista Breeze completed May 2026 — November 2026 Occupancy process Benchmarks: Improve property standards, to ensure the tenants are living in decent safe and sanitary conditions 24 CMB HOME revised 02/2021 City Requirement: The Project must be in compliance with the City of Miami Beach Building Department construction thresholds and resiliency requirements. J, Requirements/Definitions: 1. Compliance with Federal and State Laws and Regulations Developer shall comply with all applicable Federal and State laws and regulations in the performance of this Agreement. 2. HOME Income Limits a) During the Affordability Period, all of the new units must be rented by households whose annual income is at or below 60 percent of the area median income ("AMI") for Miami-Dade County as determined annually by HUD. The 2023 income limits are listed below. Developer is responsible for using the most current income limits. FL HUD Metro FMR Area 30% LIMITS 21700 24800 27900 30950 33450 35950 38400 40900 VERY LOW INCOME 36150 41300 46450 51600 55750 59900 64000 68150 60% LIMITS 43380 49560 55740 61920 66900 71880 76800 81780 LOW INCOME 57800 66050 74300 82550 89200 95800 102400 109000 b) Verifying Tenant Income. Developer is responsible for determining tenant household income and shall use the Part 5 ("Section 8") method found at 24 CFR §5.609. Developer shall be responsible for re-examination of tenant income on an annual basis, either on the anniversary date of the original income evaluation certification or at lease renewal. The HUD Exchange web site provides an income eligibility calculator that can be used to determine income eligibility for the HOME program. The link below contains a guide for using this income eligibility calculator. ttps://www.hudexehange.info,resources.documents t 1'utncumeEligibilityCaiLulut or_User° )Manual_Version2.0.pdf 3. Affordable Rents Criteria To ensure the housing is affordable to Extremely-Low, Very-Low- and Low-Income elderly persons, all HOME-assisted rental units (6 units) must have rents that are the lesser of the Section 8 Fair Market Rents periodically established by HUD for the Section 8 rental assistance program, or rents which are 30% of adjusted income for households at 50% of area median income minus tenant paid utilities, except as provided at 24 CFR 92.252(b) for families receiving project-based rental assistance. VBL shall ensure that all of the units in the Project continue to be used to provide housing for Extremely-Low, Very-Low- and Low- Income elderly persons at affordable rents. 4. Adjusting Rents Developer may adjust rents in accordance with annual HUD rent limits and updated utility allowances. In the event HUD-published rent limits decrease or if utility costs increase so that rent is effectively lower than the initial rent limit, Developer shall not be required to set rents lower than the initial rent in effect at the time of execution of this Agreement. Developer shall not increase rents above the HUD rent limits then in effect without the express, written approval of HACMB. Rent adjustments are subject to the tenant's lease provisions. 25 CMB HOME revised 02/2021 5. Utility Allowances and Fees If the tenant pays for utilities or other mandatory fees, Developer must deduct these costs from the published Rent Limits applicable to each project. The cost of utilities is based upon the THDA utility allowance unless stated otherwise. 6. Budget Amendments The goal should be to limit the use of amendments to the Sources and Uses. Amendments to the Sources and Uses require prior written approval by the City Manager. To request an amendment to the Sources and Uses, a written request for changes must be submitted to your Grant Monitor delineating the changes and providing a detailed justification for making the request. Approvals of any changes are at the sole discretion of the City Manager. Budget amendments that deviate from the original scope will be rejected and the funds in question may be subject to recapture at the sole discretion of the City Manager. 7. Contractor File Review The following documentation must be included in VBL's file for those contractors providing services under this Agreement. • Evidence of Credentials/Licenses • Evidence of Experience • Evidence of Procurement • Evidence of appropriate insurance 8. Evaluation In its continuing effort to ensure contract compliance and performance, HCD will evaluate VBL in its fulfillment of the terms of this Agreement including, but not limited to, the following measures: • Agreement compliance • Accuracy and timeliness of Financial Reports • Accuracy and timeliness of Progress Reports • Adherence to Project timelines and Technical Assistance and VBL Instructions • Fulfillment of prescribed outcomes 9. Monitoring & Performance Reviews City reserves the right to inspect, monitor and/or audit VBL to ensure contractual compliance. Monitoring visits will commence within 120 days of the Agreement's execution date. City will notify VBL a minimum of three (3) business days prior to a monitoring visit. 10. Compliance with Local Rules, Regulations, Ordinances and Laws VBL must remain incompliance with all local rules, regulations, ordinances and laws (including having an active business license) in addition to those specified in the body of the Agreement. In addition, VBL must not owe any monies to the City at the time of Agreement execution or final release of HOME funds. The City will verify with the Finance Department to ensure that no monies are due the City prior to Agreement execution 11. Affordability Period The Affordability Period shall run for a period of thirty (30) years from the Project Completion Date, as defined herein (the "Affordability Period"). The "Project Completion Date" shall mean the date of issuance by the City of Miami Beach Building Department of 26 CMB HOME revised 02/2021 a Final Certificate of Occupancy for the Project. 12. Restrictive Covenant VBL shall be responsible for executing a Declaration of Restrictive Covenants that will ensure the assisted units remain affordable without regard to the term of any mortgage or the transfer of ownership for not less than the appropriate term described in the previous paragraph. The period of affordability for this Project is thirty (30) years regardless of repayment of loan and/or transfer or sale of the Project Property or any portion thereof, but will terminate upon foreclosure or deed in lieu of foreclosure. 13. Reporting Requirements (until commencement of Affordability Period) Progress Report — VBL is required to submit a Project Progress Report via Neighborly software, as indicated in the Scope of Services. Even if no clients are served during any particular quarter and/or no HOME Funds have been expended, VBL is still required to complete and submit the Progress Report, explaining any issues and/or challenges related to the Project. Reports are divided into two sections: • Part 1 - Accomplishments — The report will detail the demographics of the Project beneficiaries regardless of the service being provided. In order to avoid duplication, beneficiaries are only to be reported once, upon occupancy including race, income and other information requested. • Part 2 — Narrative and Supporting Documentation - The report summarizes the progress made during the reporting period, including photos and Units of Service completed. The report should detail accomplishments compared to the annualized goals set for the activity or program. • Financial Report — Funding provided under this Agreement is available on a reimbursable basis. Reimbursement of funds under this Agreement may be requested only for necessary, reasonable, and allowable costs. Draws shall be submitted via Neighborly Software no more frequently than once a month. The report delineates Project expenses incurred and must include the corresponding evidence of expenses incurred for any Project related expense which is being submitted for reimbursement as detailed in Exhibit "B" Documentation. Exhibit "E" shall be completed for each draw request and included uploaded to Neighborly Software along with all back-up documentation. City is only to reimburse expenses related to the provision of services related to this Agreement. Reports will not be considered acceptable unless the following is met: • Forms are completely and accurately completed including draw number and submittal date • Necessary back-up materials are included (as stated in Exhibit "B" Documentation.) • Reports bear the signature of the person preparing the report and VBL's authorized signatory 14. Reporting Requirements (during Affordability Period) a. Rent Roll Submissions VBL using City funds for the creation or rehabilitation of affordable housing must submit tenant rent rolls within thirty(30) days of lease-up and every year thereafter for a minimum of thirty (30) years in adherence with the Affordability Period required in connection with the use of these Project Funds. For completed projects, certified tenant rolls must be submitted annually by November 1st. 27 ( CMB HOME revised 02/2021 b. Financial Report for the Property, including the following: • Gross receivable rent for the Property as of a specific date; • Actual rent collections for the Property; • Tenant accounts receivable for the Property; • Accounts payable for the Property; • Number of and reasons for vacancies for the Property; and • Units off-line. c. Property Maintenance & Condition Report, including the following: • List of findings from the Property's last physical inspection by Developer or management agent or other governmental entities (if any) regarding the Property, including any outstanding code violations identified by such inspection, and a status update. • A certification that each building and all HOME-assisted units in the Project are suitable for occupancy, taking into account State and local health, safety, and other applicable codes, ordinances, and requirements, and the ongoing property standards established by MDHA to meet requirements of 24 CFR §92.251 during the Project's Affordability Period. d. Other Reports. MDHA retains the right to request additional information and the right to change reporting requirements regarding HOME-Assisted Units as reasonably necessary. 15. Professional Services Contracts No part of this Agreement may be assigned or subcontracted without the prior written consent of the City, which consent, if given at all, shall be at the City Manager's sole discretion and judgement. Professional services funded through this Agreement must adhere to procurement guidelines as appropriate and have executed written Agreements between VBL and the respective Vendor. Contracts must, at a minimum, specify the cost, timeline and scope of service. A copy of all professional service contracts must be submitted to the City prior to reimbursement request. 16. Subsidy Layering Review A subsidy layering review and underwriting analysis of all development projects receiving HOME funds is necessary to ensure that the investment of funds is no more than necessary to the project. Subsidy layering and underwriting requirements for rental and homebuyer development projects can be found in 24 CFR §92.250. 17. Applicable Federal Regulations VBL shall comply with all applicable HOME requirements including, without limitation, the following as detailed in Appendix II of the 2 CFR 200, as may be amended from time to time: Non-Discrimination and Equal Access No person in the United States shall on the grounds of race, color, national origin, religion or sex be excluded, denied benefits or subjected to discrimination under any program funded in whole or in part by HOME funds. VBL must take measures to ensure non-discriminatory treatment, outreach and access to program resources. This applies to employment and contracting, as well as to marketing and selection of program participants. a) Fair Housing and Equal Opportunity VBL must comply with all the following Federal laws, executive orders and regulations pertaining to fair housing and equal opportunity. They are summarized below: 28 CMB HOME revised 02/2021 • Title VI of the Civil Rights Act of 1964, As Amended (42 USC 2000d et seg.): States that no person may be excluded from participation in, denied the benefits of, or subjected to discrimination under any program or activity receiving Federal financial assistance on the basis of race, color or national origin. The regulations implementing the Title VI Civil Rights Act provisions for HUD programs may be found in 24 CFR Part 1 . • The Fair Housing Act (42 USC 3601-3620): Prohibits discrimination in the sale or rental of housing, the financing of housing or the provision of brokerage services against any person on the basis of race, color, religion, sex, national origin, handicap or familial status. Fair Housing Act implementing regulations may be found in 24 CFR Part 100-115. • Equal Opportunity in Housing (Executive Order 11063, as amended by Executive Order 12259): Prohibits discrimination against individuals on the basis of race, color, religion, sex or national origin in the sale, rental, leasing or other disposition of residential property, or in the use or occupancy of housing assisted with Federal funds. Equal Opportunity in Housing regulations may be found in 24 CFR Part 107. • Age Discrimination Act of 1975, As Amended (42 USC 6101): Prohibits age discrimination in programs receiving Federal financial assistance. Age Discrimination Act regulations may be found in 24 CFR Part 146. • Section 109 of Title I of the Housing and Community Development Act of 1974: Requires that no person shall be excluded from participation in, denied the benefits of, or be subjected to discrimination under any program or activity funded with HOME funds on the basis of race, color, religion, national origin or sex. b) Affirmative Marketing VBL must adopt affirmative marketing procedures and requirements for all HOME-assisted housing with five or more units. Requirements and procedures must include: • Methods for informing the public, owners and potential tenants about fair housing laws and VBL's policies (for example: use of the Fair Housing logo or equal opportunity language); • A description of what owners and/or VBL will do to affirmatively market housing assisted with HOME funds; • A description of what owners and/or VBL will do to inform persons not likely to apply for housing without special outreach; • Maintenance of records to document actions taken to affirmatively market HOME-assisted units and to assess marketing effectiveness; and • A description of how efforts will be assessed and what corrective actions will be taken where requirements are not met. c) Handicapped Accessibility The HOME regulations also require adherence to the three following regulations governing the accessibility of Federally assisted buildings, facilities and programs. • Americans with Disabilities Act(42 USC 12131; 47 USC 155, 201, 218 and 225): Provides comprehensive civil rights to individuals with disabilities in the areas of employment, public accommodations, state and local government services and telecommunications. The Act, 29 CMB HOME revised 02/2021 also referred to as the ADA, also states that discrimination includes the failure to design and construct facilities(built for first occupancy after January 26, 1993)that are accessible to and usable by persons with disabilities. The ADA also requires the removal of architectural and communication barriers that are structural in nature in existing facilities. Removal must be readily achievable, easily accomplishable and able to be carried out without much difficulty or expense. • Section 504: Section 504 of the Rehabilitation Act of 1973 prohibits discrimination in federally assisted programs on the basis of handicap. Section 504 imposes requirements to ensure that "qualified individuals with handicaps" have access to programs and activities that receive Federal funds. Under Section 504, recipients and VBL are not required to take actions that create unique financial and administrative burdens or after the fundamental nature of the program. For any Provider principally involved in housing or social services, all of the activities of the agency -- not only those directly receiving Federal assistance -- are covered under Section 504. Contractors or vendors are subject to Section 504 requirements only in the work they do on behalf of VBL or the City. The ultimate beneficiary of the Federal assistance is not subject to Section 504 requirements. • The Architectural Barriers Act of 1968 (42 USC 4151-4157): Requires certain Federal and Federally-funded buildings and other facilities to be designed, constructed or altered in accordance with standards that ensure accessibility to, and use by, physically handicapped people. II. Employment and Contracting VBL must comply with the regulations below governing employment and contracting opportunities. These concern equal opportunity, labor requirements and contracting/procurement procedures. a) Equal Opportunity VBL must comply with the following regulations that ensure equal opportunity for employment and contracting: • Equal Employment Opportunity, Executive Order 11246, as amended: Prohibits discrimination against any employee or applicant for employment because of race, color, religion, sex or national origin. Provisions to effectuate this prohibition must be included in all construction contracts exceeding $10,000. Implementing regulations may be found at 41 CFR Part 60. b) Labor Requirements VBL must comply with certain regulations on wage and labor standards. i) Section 3 of the Housing and Urban Development Act of 1968: Requires that, to the greatest extent feasible, opportunities for training and employment arising from HOME funds will be provided to low-income persons residing in the program service area. Also, to the greatest extent feasible, contracts for work(all types)to be performed in connection with HOME will be awarded to business concerns that are located in or owned by persons residing in the program service area. ii) Davis-Bacon and Related Acts (40 USC 276(A)-7): Ensures that mechanics and laborers employed in construction work under Federally-assisted contracts are paid wages and 30 CMB HOME revised 02/2021 fringe benefits equal to those that prevail in the locality where the work is performed. This act also provides for the withholding of funds to ensure compliance, and excludes from the wage requirements apprentices enrolled in bona fide apprenticeship programs. HOME Projects with twelve (12) or more HOME-Assisted Units require compliance with Davis Bacon. VBL will be constructing 10 HOME-Assisted Units, therefore the provisions of Davis Bacon will not apply. iii) Minority/Women's Business Enterprise: Under Executive Orders 11625, 12432 and 12138, the City and VBL must prescribe procedures acceptable to HUD for a minority outreach program to ensure the inclusion, to the maximum extent possible, of minorities and women, and entities owned by minorities and women, in all contracts(see 2 CFR Part 200(e)). iv) Contract Work Hours and Safety Standards Act, as amended (40 USC 327-333): Provides that mechanics and laborers employed on Federally-assisted construction jobs are paid time and one-half for work in excess of 40 hours per week, and provides for the payment of liquidated damages where violations occur. This act also addresses safe and healthy working conditions. v) Copeland (Anti-Kickback) Act (40 USC 276c): Governs the deductions from paychecks that are allowable. Makes it a criminal offense to induce anyone employed on a Federally assisted project to relinquish any compensation to which he/she is entitled, and requires all contractors to submit weekly payrolls and statements of compliance. vi) Fair Labor Standards Act of 1938, As Amended (29 USC 201, et. seq.): Establishes the basic minimum wage for all work and requires the payment of overtime at the rate of at least time and one-half. It also requires the payment of wages for the entire time that an employee is required or permitted to work, and establishes child labor standards. vii) Debarred contractors: In accordance with 24 CFR Part 5, HOME funds may not be used to directly or indirectly employ, award contracts to or otherwise engage the services of any contractor, developer or sub-recipient during any period of debarment, suspension or placement of ineligibility status. The City should check all contractors, subcontractors, lower-tier contractors or VBL against the Federal publication that lists debarred, suspended and ineligible contractors. III. Environmental Requirements The City is responsible for meeting a number of environmental requirements, including environmental reviews, flood insurance, and site and neighborhood standards. a) Environmental Review The City is responsible for undertaking environmental reviews in accordance with the requirements imposed on "recipients" in 24 CFR 58. Reviews must be completed, and Requests for Release of Funds (RROF) submitted to HUD before HOME funds are committed for non- exempt activities. Private citizens and organizations may object to the release of funds for HOME projects on certain procedural grounds relating to environmental review (see 24 CFR 58.70 - 58.77). To avoid challenges, the City and VBL should be diligent about meeting procedural requirements. No Project Funds will be advanced, and no costs can be incurred, until the City has conducted an 31 I CMB HOME revised 02/2021 Environmental Review of the proposed Project site as required per 24 CFR § 58. b) Flood Insurance Section 202 of the Flood Disaster Protection Act of 1973 (42 USC 4106): Requires that HOME funds shall not be provided to an area that has been identified by the Federal Emergency Management Agency (FEMA) as having special flood hazard, unless: The community is participating in the National Flood Insurance Program, or it has been less than a year since the community was designated as having special flood hazards; and flood insurance is obtained. IV. Lead-based Paint Developer shall comply with HUD's Lead Safe Housing Rule at 24 CFR part 35, subparts A, B, J, and R. V. Displacement, Relocation, Acquisition and Replacement of Housing CDBG/ HOME projects involving acquisition, rehabilitation or demolition may be subject to the provisions of the Uniform Relocation Act (UDA). Demolition or conversion of units with HOME funds may trigger section 104 (d) (also known as the "Barney Frank Amendment" requirements.) 18. Change Orders/Budget Amendments No Change Orders or Budget Amendments will increase the funding to be provided by the City. Change Orders and Budget Amendments relating to the seawall, which will have the effect of cumulatively increasing the total schedule of values for the seawall by more than $50,000.00, shall require prior written approval by the City Manager. To request a Change Order or Budget Amendment, a written request for changes must be submitted to your Grant Monitor delineating the changes and providing a detailed justification for making the request. Approvals of any changes are at the sole discretion of the City Manager. No budget amendment will be processed for Capital Projects Budgets after eighty (80) percent of the available funds have been drawn. Budget amendments or Change Orders that deviate from the original scope will be rejected and the funds in question may be subject to recapture at the sole discretion of the City Manager. 19. Compliance with Local Rules, Regulations, Ordinances and Laws VBL must remain in compliance with all local rules, regulations, ordinances and laws (including having an active business license) in addition to those specified in the body of the Agreement. In addition, VBL must not owe any monies to the City at the time of Agreement execution or final release of HOME Funds. The City will verify with the Finance Department to ensure that no monies are due the City prior to Agreement execution. The City reserves the right to inspect those employee/contractor files whose salaries are funded in part or in whole by its funds. 20. Evaluation In its continuing effort to ensure contract compliance and performance, the City will evaluate VBL in its fulfillment of the terms of this Agreement including, but not limited to, the following measures: a. Agreement compliance 32 CMB HOME revised 02/2021 b. Leverage and fiscal soundness c. Accuracy and timeliness of Progress Reports d. Accuracy and timeliness of Financial Reports e. Adherence to project timelines f. Fulfillment of prescribed outcomes 21. Fiscal Stability VBL is required to maintain fiscal stability throughout the term of this Agreement. This is to ensure VBL's ability to fulfill the terms of this Agreement. For affordable housing developers, fiscal stability policies are encouraged in anticipation of additional HUD guidance regarding fiscal oversight for rental projects. More so, as projects have extended lives, fiscal stability underscores the long-term viability of the housing units. 22. Monitoring & Performance Reviews The City reserves the right to inspect, monitor and/or audit VBL to ensure contractual compliance. This includes, but is not limited to: a. Review of on-site service delivery b. Inspection and review of client, budgetary and employee files (for those employees providing services under this Agreement) Monitoring visits will take place within 120 days of the commencement of services. The City will notify VBL a minimum of three (3) business days prior to a monitoring visit. 23. Proformas Capital projects must submit certified monthly proformas that indicate project funding sources and correlating uses. Proformas must be certified by the preparing party as well as the agency's signatory as reflected within this Agreement. 24. Retainage VBL shall withhold five (5) percent retainage from its subcontractors. Partial releases would be allowed pursuant Section 255.078, Florida Statutes. Final Release of Retainage will be approved with the final reimbursement request, along with all Closeout Documents. including final releases of liens from Subcontractors(s). 25. Subsidy Layering Review All affordable housing projects using HOME funds require the completion of an independent Subsidy Layering Review and underwriting. These reviews must be completed prior to the project being submitted via HUD's IDIS system and precedes the incurrence of any related funds. Therefore, no capital projects will be deemed eligible for reimbursement until the Subsidy Layering Review and underwriting have been received and accepted by the City. 26. Additional Documentation The following documentation must be submitted with this executed Agreement: a. Executed Second Amended and Restated Ground Lease Agreement b. All required insurance certificates 33 CMB HOME revised 02/2021 c. Copy of current audit d. Copy of required business licenses and permits Balance of Page Intentionally Left Blank 34 CMB HOME revised 02/2021 EXHIBIT "B" "DOCUMENTATION" VBL agrees to provide the following documents as part of its reporting requirements: To Document Insurance Coverage: Copy of Contractor's/Subcontractors' insurance policy or binder (with proof of payment) adding the City as additionally insured with limits and scope of coverage as required by the City. Housing Authority of City of Miami Beach and VBL. shall maintain, during the term of this Agreement, the insurance specified below. (1) General Liability: $1,000,000 combined single limit for bodily injury and property damage, for each occurrence, subject to adjustment for inflation by the City. (2) Contractual Liability: the policy must include coverage to cover the above indemnification. (3) Automobile and vehicle coverage, in the amount of $1,000,000 per occurrence, subject to adjustment for inflation by the City, shall be required when the use of automobiles and other vehicles are involved in any way in the performance of this Agreement, including non-owned automobile coverage. (4) Workers' Compensation Coverage as required pursuant to Florida Statute. (5) Builders Risk/Comprehensive Fire and Hazard Insurance: VBL. and Housing Authority of City of Miami Beach shall provide the City with the original policy of Builder's Risk and Comprehensive Fire and Hazard Insurance, in completed value form with extended coverage in the amount of the full insurable value of the specified funded project (or projects), upon completion of construction (and providing for adjustment subject to inflation by the City), issued by a company satisfactory to the City. (6) Flood Insurance: If the floor grade of the first level of the building is determined to be below the base floodplain elevation required by the Federal Emergency Management Agency (FEMA) of eight (8) feet above National Geodetic Vertical Datum (NGVD), VBL and Housing Authority of City of Miami Beach shall provide the City with evidence, satisfactory to the City, that the premises are covered by flood insurance supplied by the Federal Insurance Administration, to the maximum amount available, all as provided in the Flood Disaster Protection Act of 1973, as amended, together with appropriate endorsement. Flood Insurance is required at the time of vertical building construction, not for New Seawall. VBL and Housing Authority of City of Miami Beach shall submit to the City ORIGINAL certificates of insurance for the above coverages. With the exception of the Workers' Compensation coverage, all other coverages required pursuant to this Agreement must name the City of Miami Beach, Florida, as an additional insured. All insurance coverage shall be approved by the City's Risk Manager prior to the release of any Funds under this Agreement. Further, in the event evidence of such insurance is not forwarded to the City's Risk Manager within thirty (30) days after the execution of this Agreement, this Agreement shall automatically terminate and become null and void, without further notice to VBL required, and the City shall have no obligation under the terms hereof. In the event of such automatic 35 CMB HOME revised 02/2021 termination, VBL shall immediately return the entire amount of the Funds to the City, and the City's rights and remedies against VISTA BREEZE, LTD. shall be the same as set forth in Section 12.1 of the Agreement. To Document Construction Completion: 1. Final copy of the Inspections Log 2. Final Release of Liens 3. Warranties 4. Certificate of Completion and Certificate of Occupancy, as applicable Balance of Page Intentionally Left Blank 36 CMB HOME revised 02/2021 EXHIBIT "C" "Sources and Uses" The attached Sources and Uses reflects the scope of expenses that may be incurred through this Agreement. All expenses must comply with applicable rules and regulations including Procurement and Davis Bacon Act. Also attached as part of Exhibit C is a Schedule of Values for the development of the Project, which is subject to change and approval by the City prior to closing on the Additional Project Financing. Following such approval, the City agrees to review the final Additional Project Financing, and upon approval of said Additional Project Financing, shall subordinate to the lien of its Mortgage and to any approved Additional Project Financing, if required by the lenders thereof, except with respect to the Investor Contributions. Balance of Page Intentionally Left Blank 37 CMB HOME revised 02/2021 Vista Breeze Schedule of Values 02 VIE WORK Demolition I-,, n Sea wall Water Suometers <_ 17,850 Gas S„om eters S Wate•/Sewer/Pav ng $ 1,262,238 Dewate-ng $ 374,707 I'll/Import/Export S 80,000 Fou Mallon/Soil improvements $ 1,382,000 landscape(Allowance) $ 326925 Temporary Wells S 190,414 03 CONCRETE Soo= 8,901,716 Breeze Block(Supply Only) 5 126,500 OS METALS 6acoh'es/M.sc.Metals $ 1,093,600 Overhear Doors S 11,200 Bath&Kitchen Co_nte1noc $ 201,229 Cabinets $ 528,089 07 THERMAL/MOISTURE PROTECTION Waterproofing $ ,41,32U Gutters S Insulation _ • Roofing&Downspouts $ 377,297 OS ODORS/WNIDOWS W rtdows $ 531,522 M)lwork/Doors S 630,451 09 FINISHES Drywa,. S 1,411.074 St.:cco S 88!120 P:oa'8 Wall Tie $ 372,460 Pantnd S 566,966 10 SPECIALTIES Sign age(Ai'owance) S 50,000 F•re Extngushers 5 6,805 Maliboxes - 16,435 She v ng/Batn Accesso-es 217,547 11 EQUIPMENT 1'ass Chute 5 70,000 Appliances S /83,990 12 FURNISIRNGS Widow Bbncs-Units IS 11,569 13 SPECIAL CONSTRUCTION Exterio•Benches/Ga'oage Cans/Bocce $ 15,795 B.re Racss $ 26,573 Leas-1g Oft cc Com-05 A•ea Buildout S 14 CONVEYING SYSTEMS E6vato' I$ 551,140 1S NEOYWICAL F-.•e Sp-nkie-Syste— $ 644,91P P umong S 2,022,405 1-VAC rS 1,449,000 16 ELECTRICAL E'ectrica'&f re Aar— $ 3,541,500 FPL Primary $ 40,000 BOA/DAS System $ 84,948 Sew•ty System $ 173,500 SUBTOTAL BEFORE GCS/FEE/ETC $ 29,221,609 General Coneitons S 1,753,297 I EE&OF S 2,337,729 TOTAL $ 33,312,634 38 CMB HOME revised 02/2021 Vista Breeze Sources and Uses Vista Breeze MASTER S&U Vista Breeze-Miami Beach,FL Sources &Uses Sources Total % Per UM Perm 11875,000 1811% 99,790 Viability Loan 4 300,000 6 56% 36,134 SAIL 3000,000 458% 25,210 Supplemental ELI 500.000 0 92% 5,042 NHTF 1301,500 1 98% 10,937 HOME-2022+2023 1 003,969 1.53% 8.437 SURTAX 5950,000 907% 50,000 Sponsor Note 8 000,000 12 20% 67.227 Limited Partner Equity 26.310,934 40 13% 221,100 Deferred Developer Fee 3.228,043 492% 27,126 Total Sources 66,659,446 100.00% 561,004 Uses Total % Par Unit Hard Construction Costs 33.312,634 50 81% 279,938 Recreational/Owner Items 1.538,622 2 35% 12 930 Hard Cost Contingency 5.0% 1,665,632 2 54% 13,997 Construction Interest Expense 3.332,032 5 08% 28 000 Permanent Loan Origination Fee 118,750 0 18% 998 Permanent Loan Closing Costs 54,450 0 08% 458 Construction Loan Ongination Fee 325,000 0 50% 2,731 Construction Loan Closing Costs 97,500 015% 819 Costs of Issuance 620,070 0 95% 5,211 Other Loan Closing Costs 176,657 0 27% 1,485 Accounting Fees 40,000 0 06% 336 Application Fees 16,585 003% 139 Appraisal 12,770 0 02% 107 Architect Fee-Design 970,000 1 48% 8,151 Architect Fee-Supervision 190,000 0 29% 1,597 Builders Risk Insurance 360,000 0 55% 3,025 Building Permit 4.3% 1,428,685 218% 12,006 P&P Bond 269.717 041% 2,267 Credit Underwriting Fee 176 435 0 27% 1,483 Engineering Fee 150,806 0 23% 1,267 Environmental Report 6.700 001% 56 FHFC Administrative Fees 240,429 0 37% 2,020 FHFC Application Fees 9,500 001% 80 FHFC Compliance Monitoring Fee 229,316 0 35% 1,927 Impact Fees 66,027 0 10% 555 Inspection Fees 412,714 0 63% 3.468 Insurance-Property/Liability 178,500 0 27% 1,500 Legal Fees-Partnership 475,000 0 72% 3,992 Legal Fees.Cther 135,000 021% 1,134 Market Study 8,000 0 01% 67 Marketing&Advertising 20,000 0 03% 168 Stabilization Operating Expenses 117,515 0 18% 988 Soil Test Report 13,650 0 02% 115 Survey(Including As-Built) 67,998 0 10% 571 Title Insurance&Recording 252,157 0 38% 2,119 Utility Connection Fee 128,690 0 20% 1,081 General Liability insurance 116,595 018% 980 Scheduling 80,400 012% 676 Soft Cost Contingency 5.0% 308,660 0.47% 2,594 Sub-Total 47,723,196 Miscellaneous Reserves 3 months 463,580 0 71% 3,896 Land,To Be Acquired 8.800,000 13.42% 73,950 Developers Fee 18.0% 8.582,671 1309% 72,123 Total Project Cost 66,500,446 100.00% 561,004 12/8/2023 2 25 PM 3 of 5 39 I __. _....._ CMB HOME revised 02/2021 Brcccc - Scafl all APCB $674,845.80 Construction City of Miami Beach $1,778.54 Fence Permit PRINT PRO SHOP $2,921.10 Fence screening Miami Dade County $8,299.00 Permit Application Miami Dade County $16,200.00 Mitigation Fees - Cash Bond Miami Dade County $90.00 Mitigation Fees - Cash Bond Ocean Consulting LLC $5,000.00 Coral Relocation City of Miami Beach $21,721.88 Seawall Permit City of Miami Beach $22,000.00 * Parking space removal - Pending Final Invoice Total $752,856.32 CMB HOME revised 02/2021 EXHIBIT "D" "FINANCIAL MANAGEMENT" A. Accounting Standards. Developer agrees to maintain books, records, documents and other evidence directly pertinent to performance of work in accordance with comply with 24 CFR §92.508(3), (4) and (7), as applicable and comply with 2 CFR 200, Subpart D and agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred. B. Cost Principles. Developer shall administer its program in conformance with 2 CFR 200, Standards for Financial and Program Management, Cost Principles and Audit Requirements, as detailed in Subparts D, E, and F. These principles shall be applied for all costs incurred whether charged on a direct or indirect basis. C. Audits & Inspections. Developer shall comply with audit requirements contained in 2 CFR, Subpart F which requires Developer to have an annual audit conducted within nine (9) months of the end of their fiscal year, if Developer has an aggregate expenditure of more than $750,000 in federal funds in a fiscal year. Developer further agrees to submit a copy of this audit to the City within thirty (30) days of receipt from the auditor. Any deficiencies noted in audit reports must be fully cleared by the Developer within thirty (30) days after receipt of same. Developers that are not required to perform an audit per the 2 CFR, Subpart F requirements must have and maintain adequate internal financial/cash management principles and reporting policies. Balance of Page Intentionally Left Blank 41 CMB HOME revised 02/2021 Exhibit "E" Reporting Forms 4 2 CMB HOME revised 02/2021 Reimbursement Request M I AM I BEAC H Financial Report Sub-Recipient: Vista Breeze Ltd. Project: Vista Breeze Construction Funding Source: HOME Funding Fiscal Year: 2023 Date of Reimbursement Request: Draw Number: Reimbursement Summary Expense Category Grant Award Available Balance This Request Personnel Expenses 5 - $ - $ - Operating Expenses 5 - $ - Capital/Equipment Expenses S - $ - $ - Professional Services Expenses 5 - Other Expenses S - $ - Total Reimbursement Request $ - Sub-Recipient Certification In accordance with Section 3 of the contract between the City and VBL: The parties acknowledge that the Funds originate from HUD, and must be implemented in full compliance with all of HUD's rules and regulations. In accordance with Section 8 of the contract between the City and VBL: VBL agrees to comply with all applicable Federal regulations as they may apply to Program administration and to carry out each activity in compliance with the laws and regulations as described in 24 CFR 570 Subpart K, as some may be amended from time to time.Additionally, VBL will comply with all State and local(City and County)laws and ordinances hereto applicable. In accordance with Article II,Section 17 of Exhibit A to the contract between the City and VBL,the latter must comply with the regulations governing employment and contracting opportunities as well as wage and labor standards. Signature of Preparing Party Signature of Authorizing Party Name: Name: Date: Date: ORIGINAL SIGNATURE AND EVIDENCE OF EXPENSE MUST BE SUBMITTED 43 I CMB HOME revised 02/2021 Reimbursement Detail Personnel Expenses $ - Operating Expenses $ _ Ca ital/Equipment Expenses $ _ $ - Professional Services Expenses $ $ Other Expenses $ $ 44 I CMB HOME revised 02/2021 EXHIBIT "F" "Monitoring Checklist" HOME Investment Partnerships Program(HOME, City of Miami Beach Monitoring Checklist Office of Housing 8 Community Services Recipient Profile Agency Name Agency Address Project Address Agency Telephone Agency Web Address T Contract Profile Contract Effectwe Date :Contract Expiration Date HOME Award I Total Project Cost Fund Category AAHousing ceca.t Yr9re.+rrwrtte rvrr+r.oe✓eroprrrerw Homeless t Rehab a Pr««wuon ,8 PE-Other Other Project Funding Sources gi Publ.C Services - _--- ti O Youth Service* Childcare Services O m S.n,o rElder Senecas Health Services 2 X ❑Homeless Ser lcS$ Training Enroioyvwnt Trang 0 m m ❑Other C-)ti National Objective ❑Objective A ❑Objective e ❑Objective C m r Pnocoioiin ncnorN,'rm.non A.in the prewnrnn o, OraMtes,n n ceMbe o moderato income persons otmnuPon of Mom or o„gte rnr+.e r�o X H Objective A: t 0 ❑ '0 ❑ a 1 Area 6enelli I.ignited Clientele I Income Flegible Job Creation nr —1 Actloty Activity I Housing Activity j Retention Activity Pro'- ii -e • HOME see Mmerrng inn+ 45 CMB HOME revised 02/2021 For Projects Addressing National Objective A Is there sufficient evidence documenting service to low and moderate income •Yes •No persons? Comments in support of above: Documentation Reviewed rQ iient Files --11:1Client Sign-In Sheets/Logs Other U Other For Construction Projects Did recipient set up an environmental file? •Yes ■No Did recipient conduct the correct level of environmental review? ■Yes ■No Does the environmental file contain the following: Date of Completion ■Yes a. An environmental assessment? b. Published Notice of Finding of No Significant Impact? c. Published Notice of Intent to Request Release of Funds? ❑ No d. Request for Release of Funds? e. IDED Release of Funds Letter? f. State Historical Society Clearance Letter? Did recipient adequately respond to any comments made on the environmental assessment? ❑Yes [ ■No 141 WA Was the 8-step process followed for any part of the protect carried out in the 100-year flood plain? U Yes No When was the construction contract signed? Comments on above: 2 HOME Sde Monnonng Tod Financial Management Does the recipient maintain an adequate financial management system? •Yes _ ■No a. Is the system in compliance with all requirements outlined in the HOME ■Yes ■No Management Guide? b. Are local effort funds incorporated into budget and accounting records? Yes No c. Are expenditures made according to the HOME/local effort ratio shown in the Yes No contract? d. Does the recipient disburse funds within 10 working days of receipt? 0 Yes ❑No Document above responses by spot-checking financial transactions and recordin in chart on page 4. Does the recipient provide for adequate internal control and segregation of duties? I Yes 0 No Was program income received? Yes No j ❑N/A If land was part of the local effort,how was the value of the land determined? if force account labor is being used.do time sheets document time allocated to the HOME program? ❑Yes I No L CIN/A Re all HOME records being maintained in compliance with OMB Circular A-102,Attachment C? ElYes No Comments on above: i HOME Bile Monnonno Tod 46 I CMB HOME revised 02/2021 Payments System Check Draw 1 Payee/Contractor T Invoice T Invoice Approval Payment Check Funds Breakdown Received Date Amount Date Date Number Local HOME• 11� 1 ( I i 4 J � - _ I I 1 - -- — — 1 i .1 ---1- -j �_ i - _ -__ - __ 7 r_ - _I i_--a------ - --1-- -1- -1 . Comments on above. a HOME SIM Mmnairg Tor Procurement Does the recipient have the written procurement procedures? ■ r os No Does the recipient have a written code of conduct? Yes No Did the recipient use the small purchase method of procurement for services,supplies —Yes T No and other property costing in the aggregate no more than$100,000? If so,were price or rate quotations obtained from a number of qualified sources? Yes El No Did the recipient solicit proposals for administrative services(or other professional services)? 0 Yes ❑No ■N/A a. Were an adequate number of proposals solicited through a Request for Proposals? =Yes ■No b. How was the RFP publicized? —Yes ■No _ c. Were proposals evaluated on established criteria? _Yes ■No Did the recipient solicit qualifications for engineering/architectural services? 0 Yes 1 allo ■N/A a. Were an adequate number of qualifications soilc,led through a Request for Qualifications? Yes fib No b. How was the RFQ publicized? Yes ■No c. Were qualifications evaluated on established criteria(not including cost)? Yes •No d. Did the recipient negotiate fair and reasonable compensation with selected engineer/architect? Ye8 •No Did the recipient use competitive sealed bids? ❑Yes 1 QNo ■ N/A a. Were an adequate number of bids solicited? Yes ■No b. How was the opportunity to bid publicized? _Yes ■No r c. Were contracts awarded to the lowest responsible bidders? Yes ■No d. Are there bid tabulation sheets for each procurement? _Yes ■ No Did recipient receive IDED approval for any sole source procurement? ❑Yes I ❑No • N/A —1 What actions has the recipient taken to solicit participation from minority-and women- Explain in comment box. owned businesses in the HOME program? I - - Comments on above: i- 5 HOME So*Monnonng Tod _ 47 I CMB HOME revised 02/2021 Contract Management(Administration Did the recipient contract for administrative services? •No a. With whom is the contract for administrative services? b. What is the executed date of the contract for administrative services? c. What is the contract maximum or"not to exceed"amount? Does the contract include all required language? p Yes No a. Allowing access to pertinent records by recipient and appropriate government agencies" Yes I No b. Providing for maintenance of records for five years after project close-out? Yes No c. Title VI of the Civil Rhts Act of 1964? 0 Yes T No d. Title VIII of the Civil Rights Act of 1988?(housing) Yes Nc y e. Executive Order 11063?(house Yes No f. Section 109 of the Housing and CommunityDevelopment Act of)974(if f,then not g or h) Yes O N -�y_ g. Age Discrimination Act of 1975? Yes ❑No a h. Section 504 of the Rehabilitation Act of 1978? - -Yes i g No + i. Section 3 of the Housing&Urban Development Act of 1968? —Yes No j. Executive Order 11246(if contract is greater than$10,0002 r Yes No k, Americans with Disabilities Act? Yes No I. Termination clauses? ex Yes No Are the terms of the contract appropriate(not'percentage of cost-or"cost plus a percentage of cost)? Yes i No a. Does the contract specify an hourly rate? Yes - No i.b. Does the contract provide for optional services at additional costs(hourly,lump sum or actual)? _Yes No Comments on above: -._—.~ i a HOME Site Monnonng Tool Contract Management(Architectural/Engineering) Did the recipient contract for the architectural/engineering services? ■Yes ■ No a. With whom is the contract for the architectural/engineering services? b. What is the executed date of the contract for architectural/engineering services? c. What is the contract maximum or"not to exceed"amount? T— — Does the contract include all required language? 1 Yes No a Allowing access to pertinent records by recipient and appropriate government agencies? Yes OM b. Providing for maintenance of records for five years after project close-out? Yes No c. Title VI of the Civil Rights Act of 1964? Yes - No d. Title VIII of the Civil Rights Act of 1968?(housing) Yes No e. Executive Order 11063?(housing) y Yes r No f. Section 109 of the Housing and Community Development Act of 1974 lif f.then not g or h) El Yes No 41.1 g. Age Discrimination Act of 1975? ❑Yes No gm h. Section 504 of the Rehabilitation Act of 1978? Yes —No i. Section 3 of the Housing&Urban Development Act of 1968? Yes ' No j. Executive Order 11246(if contract is greater than$10,000)? Yes —No k. Americans with Disabilities Act? Yes - No I. Termination clauses? Yes � No Are the terms of the contract appropriate(not'percentage of cost"or"cost plus a percentage of cost")? _ Yes weNo - a. Does the contract specify an holy rate? Yee _No b. Does the contract provide for optional services at additional costs(hourly,lump sum or actual)? Yes No j Comments on above: 7 HO",^E Site Monuonng Too, 48 I CMB HOME revised 02/2021 Contract Management(Other Professional Services ,Did the recipient contract for any other professional services? ■Yes Nc a. With whom is the contract for professional services? Atkins Specs Inspecthens b. What is the executed date of the contract for professional services"? c. What is the contract maximum or"not to exceed"amount? — Does the contract include all required language? Yes No a. Allowing access to pertinent records by recipient and appropriate government agencies? Yes --.•No b. Providing for maintenance of records for five years after project close-out? Yes rim ---^ No _c. Title VI of the Civil Rights Act of 1964? Yes No d. Title VIII of the Civil Rights Act of 1968?(housing) Yes i r No e. Executive Order 11063?(housing Yes No or- 1 f. Section 109 of the Housing and Community Development Act of 1974(if f,then not g or h) ❑Yes No g. Age Discrimination Act of 1975? ❑Yes :No MI • h. Section 504 of the Rehabilitation Act of 1978? ❑Yes _ No I. Section 3 of the Housing&Urban Development Act of 1968? Yes weNo j. Executive Order 11246(if contract is greater than$10,000)? Q Yes No k. Americans with Disabilities Act? ❑Yes -No • I. Termination clauses? 0 Yes mi No Are the terms of the contract appropriate(not'percentage of cost"or"cost plus a percentage of cosr)? Yes _ No a. Does the contract specify an hourly rate? ®Yes No ,_ b_Does the contract provide for optional services at additional costs(hourly.lump sum or actual)? E-Yes �No j •Comments on above: 8 HOME Site Monitoring Too Contract Management(Construction) With whom is the construction cont,aci'ri tii a. What is the executed date of the contract? b. What is the contract amount? Does the contract include all required language? ■Yes No 1 a. Aitowing access to pertinent records by recipient and appropriate government agencies? ■Yes No b. Providing for maintenance of records for five years after project close-out? ■Yes No c. Title VI of the Civil Rights Act of 1964? ■Yes No d. Title VIII of the Civil Rights Act of 1968?(housing) ■Yes No e. Executive Order 11063?(housing) ■Yes No f. Section 109 of the Housing and Community Development Act of 1974?(if f,then g or h) Yes No g. Age Discrimination Act of 1975? ■Yes ❑No h. Section 504 of the Rehabilitation Act of 1978? • Yes No J' i. Section 3 of the Housing and Urban Development Act of 1968? ■Yes No j. Executive Order 11246(if contract is greater than$10,000)? ■Yes _ No k. Americans with Disabilities Act? ■Yes _No I. Copeland Anti-kickback Act?(contracts greater than$2,000) ■Yes No m. Davis-Bacon Act?(contracts greater than$2,000) ■Yes No n. Contract Work Hours and Safety Standard Act?(contracts greater than$2,000) ■Yes No o. Section 306 of the Clean Air Act?(contracts greater than$100,000) IN Yes , No p. Section 508 of the Clean Water Act?(contracts greater than$100,000) U Yes -No q. Executive Order 11738?Contracts greater than$100,000) ■Yes No r. EPA Regulation 40 CFR Part 15?(contracts greater than$100,000) ■Yes r No s. Termination clauses? ■Yes -No Does the contract include the appropriate wage rate determination? ■Yes - No Has the recipient verified the eligibility of all contractors and subcontractors with IDED? • Yes - No Do recipient construction records include the following(in compliance with CDBG limits): ■Yes No a. Bid guarantees? IIIYes -No b. Performance bonds? ■Yes No c. Payment bonds? IIIYes _No Comments on above: 9 HOME Site Monitoring Tod 49 I CMB HOME revised 02/2021 Civil Rights(including Section 3. EEO, Fair Housing& MBEIWBE) Is the recipient maintaining beneficiary demographic data? Yes ■ No Is the recipient maintaining Section 3 records in order to prepare and submit the _Yes • No Opportunities for Low Income Persons with Assisted Projects Form at program completion? a. Have program contractors hired local,low income persons to work specifically U Yes ❑No on program activities? b. How has the recipient made contractors aware of Section 3? Does the recipient have a current Equal Employment Opportunity Policy? l Yes NoNo a. When was the EEO Policy adopted? b. Does the policy prohibit discrimination on the basis of race,sex,color,national ❑Yes ❑No origin,age,religion,disabily_and familial status? c. How was the policy made public? d. Who is the local official responsible for EEO policy? e. How does the recipient advertise job vacancies? f. Do job advertisements contain equal employment opportunity language? Does the recipient have 15 or more employees? Yes No a. If so,does the recipient have a current workforce analysis? Yes No _ b. Does the recipient have an affirmative action plan? Yes ~No ou F c. Is the recipient meeting affirmative action goals? Yes No d If any employment discrimination complaints were filed against the recipient, ❑Yes 1 QNo ❑N/A have they been satisfactorily resolved? 1 What actions has the recipient taken to affirmatively further fair housing? _ Comments on above: to HOME Ste Moncamg Too, Labor Standards(if applicable) Who is the recipient's Labor Standards Compliance Officer Does the recipient have a labor standards enforcement file for each construction activity? Have contractor payrolls been submitted weekly? Has the Labor Standards Compliance Officer reviewed and accepted all payrolls? Contractor!Subcontractor Payroll Number Date of Payroll Comments Did the recipient interview construction employees to ensure contractors were paying i ❑Yes No appropriate wages? _ a. Were employee interviews cross-referenced with the applicable weekly —❑Yes ❑No payroll? b. Are fringe benefits being paid according to the wage rate determination and I ❑Yes ❑No compliance with labor standards? c. Is overtime computer on the basic hourly rate shown on the wage rate ❑Yes ❑No determination? Describe any wage discrepancies and/or any violations of labor standards and how they were resolved? If any contractors or subcontractors are using apprentices,does the recipient have on ❑Yes ❑No file the required Department of Labor authorization documents for each apprentice? ---_- -------.Comments on above: it HOME Sete Monet nng Tod 50 I CMB HOME revised 02/2021 Acquisition and Relocation(if applicable) If the recipient acquired any real property,including permanent easements,with the ■VOLUNTARY • INVOLUNTARY intent to use federal funds to complete the projects.was the real estate transaction VOLUNTARY or INVOLUNTARY? (VOLUNTARY)Did the recipient notify seller in writing(1)that the property would not ❑Yes ❑No be taken through condemnation and(2)of the recipient's estimate of fair market value? a Was notification provided prior to the signing of a purchase offer? Yes No b. If not.was the seller allowed to withdraw from the purchase agreement once Yes �No notified of the fair market value? j (INVOLUNTARY)Did the recipient advise property owners of their rights under the El Yes -❑No Uniform Act either by certified return receipt mail or hand delivery? Was the property appraised by a qualified appraiser poor to initiation of otiation? ❑Yes ❑QNo a. When was the appraisal conducted? b. When was the review appraisal conducted? c. What appraisal method was used? d. Were appraisal standards followed? Yes No l If an appraisal was not performed,was property valued at less than$2,500 or did the Yes L No recipient obtain an approved waiver of appraisal statement from property owners? Did the recipient provide the property owner a written Notice of Just Compensation Yes 0 No (written purchase offer)for each acquisition taking into account the value of allowable damages or benefits to any remaining property? Was the written offer equal to the appraised fair market value? =Yes 0 No a. Was the summary statement issued with the written offer? Yes No Was the written offer greater than the appraised fair market value? 11 111111 Yes No a, Was there documentation of an administrative settlement(proof that otter does not exceed the { _Yes No cost of taking property by eminent domain)in the recipient's file? ' Was the offer negotiated after the offer to purchase was made? Yes 1 11 No Did the recipient exercise its power of eminent domain to acquire the property? Yes ' No Was the purchase payment made prior to the property owner transferring the property C Yes I No to the agency? Comments on above: 12 HOME Sae Montonng Tod - 51 ' CMB HOME revised 02/2021 Acquisition and Relocation (if applicable) Is there a final closing cost summary sheet showing the recipient reimbursed property IN Yes ■No owner for?: a. Recording fees,transfer taxes,title opinions,etc.? Yes No b. Prepayment penalty on a mortgage? Yes No c. The pro rata share of property taxes? Yes No d. Litigation expenses? - - Yes No Was the acquired property vacant?(if not,skip next question) Yes No a. If the vacant structures acquired were determined occupiable to low-and Yes No moderate-income persons,did the recipient follow its adopted Residential Anti- displacement and Relocation Plan? Did the recipient inform the occupant of the basic eligibility requirements and ❑Yes ❑No relocation benefits? a. Was notification hand-delivered or mailed by certified/return receipt mail? ❑Yes ❑No Did the relocatee receive?: a. A fixed payment for moving expenses? Yes No b. Actual moving expenses? _ _ Yes No c. A housing payment(rental assistance payment of up to$5,250 for 90-day Yes No tenants or owner-occupants or replacement housing payment of up to$22,500 for 180-day owner occupants)? d. A payment equal to or less than reasonable property relocation costs for actual ❑Yes ❑No direct losses of tangible personal property as a result of moving or discontinuing a business or farm operation,or equal to the average annual net earnings not less than$1,000 and not more than$20,000? e. A payment for actual reasonable expenses in searching for a replacement ❑Yes ❑No business or farm? f. A re-establishment payment for expenses of re-establishing the business not to —❑Yes ❑No exceed$10,000? Comments on above: 13 HOME Site Mongering Tod Acquisition and Relocation(if applicable) Did the recipient determine that the displace was eligible for alternative assistance ■ Yes ■No (under Section 104(d)of the Uniform Act)? a. What was the type of assistance provided? b. What was the level of assistance? If the recipient provides Relocation Assistance Advisory Services,are they adequate? Explain in comment box. If the recipient provided'housing as a last resort,"was it with IDED approval? ❑Yes I ❑No If relocation was carried out under a third-party contract,how was it done? Explain in comment box. Comments on above: HOME Ste Mondonng Tod 52 I .M. „� CMB HOME revised 02/2021 Property Management(if applicable) If the recipient acquired any equipment(nonexpendable personal property)with an ■ Yes I No aggregate purchase price of$5,000 or more,did it first receive authorization from IDED? • Does the recipient maintain records on equipment purchased with federal funds? Yes No Did the recipient dispose of any equipment acquired with CDBG funds? Yes No a. If the fair market value was greater than$5,000 at the time of disposition(or at Yes No the time when recipient transferred use of equipment to activities not currently or previously supported by a federal agency).was IDED reimbursed an appropriate share? Did the recipient dispose of any real property acquired with CDBG funds? ❑Yes No a. If so,did the recipient request and follow disposition instructions from IDED? ( Yes No Comments on above: • • • • • • • • • • • 15 HOME Site Monitoring Tool '571 CMB HOME revised 02/2021 Project Monitoring Does recipient maintain documentation in support of National Objectives? ■Yes ■ No Does recipient maintain Eligible Activities Documentation? ■Yes ■ No Has recipient submitted required,accurate Financial Reports with documentation? ■Yes • No copies ( ■ No appropriate? ■ No Has recipient submitted required,accurate Project Narrative Reports with client information? � Yes Does recipient maintain copies of all submitted reports? i Yes Does recipient maintain staffingdocumentation,if a ro Hate. Yes No ❑N/A Does recipient maintain Board meeting minutes? ❑Yes ■ No Does recipient maintain telephone logs/notes,if appropriate? ❑Yes I No �N/A Does recipient maintain copies of correspondence with City? a Yes L Does recipient maintain copies of original application? Yes C No Does client recipient maintain amendments to application? ❑Yes I dNo J ❑N/A Comments on above: 16 HOME Sne Monnonng Too Recipient File Audit Does recipient file have original application? ■Yes ■ No Does recipient file have amendments to applications? ❑Yes 1 IN No ' ■ N/A Does recipient file have Notice of Award? Yes No Does recipient file maintain copies of correspondence between parties? Yes No Does recipient file maintain copies of Articles of Incorporation? Yes No I Does recipient file maintain Non-Profit Determination? Yes No rboes recipient file maintain list of Board of Directors? Yes No Does recipient file have Authorization to Request Funds? Yes No Does recipient file identify Authorized Official? Yes No I Does recipient file maintain Organizational Chart? Yes No Does recipient file maintain Resume for Chief Administrator and/or Fiscal Officers? Yes No Does recipient file maintain Financial Statement and Audit? Yes No Does recipient file maintain Conflict of Interest Statement? Yes No Does recipient file maintain plan for Compliance with National Objectives? Yes No Does recipient file maintain Lobbying Certification? Yes - No Does recipient file maintain date of grant? Yes No Does recipient file maintain amount of grant? Yes No Does recipient file maintain Statement of Work? Yes No Does recipient file maintain Budget by Task/Activity? Yes No Does recipient file maintain Schedule by Task/Activity? Yes _ No Does recipient file maintain Standard Provisions? Yes _ No Does recipient file maintain Special Conditions? L Yes Ei No N/A Does recipient file maintain Real Property Inventory L Yes No t ,D N/A Comments on above: 17 HOME Site Monnonng Toot 54 I CMB HOME revised 02/2021 Documents Review Current Approved Budget NI • No • N/A Authorization Letter w/signatures .. Yes ■ No • N/A Financial Management System(accounting books,software.reporting systems) - Yes • No • N/A r Chart of Accounts r Yes • No ■ N/A Financial Status Report(total operating budget,amount expended,obligations) I. Yes ■ No ■ N/A Drawdown Request Forms No •No • N/A Executed Contracts/Bid Documents NoYes ■ No ■ N/A Board Minutes for Approval of Contracts I. Yes ■No ■ N/A Most Recent Audit Report - -Yes ■No • N/A Certification of Insurance Coverage/Bonding I. Yes IIINo ■ N/A -----------CDBG Payroll Records I. Yes IIINo ■ N/A Certified Construction Payroll Records(for Davis-Bacon) - Yes • No ■ N/A Approved Cost Allocation Plan Yes ■No ■ N/A I. Relevant Financial Correspondence Yes ■ No ■N/A Comments on above Ij is HOME Site Monitonng Too' Additional Comments/Observations Deficiencies/Need for Remediation Monitoring Certification Date of Monitoring Notification Date of Monitoring Visit Recipient Staff Participating in Monitoring Visit i Deficiencies Found/Need for Recipient Remediation ❑Yes 1 El No If Remediation Needed,Date for Compliance Date of Written Correspondence Advising of Remediation and date for Compliance Date of Monitoring Report's Placement in Recipient File Staff Person Completing Monitoring Signature Odic I 19 HOME Site Monaormy Toe 55 I CMB HOME revised 02/2021