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HomeMy WebLinkAboutItem C1LAND AUTHORITY GOVERNING BOARD AGENDA ITEM SUMMARY Meeting Date: June 29, 2010 Division: Land Authority Bulk Item: Yes No X Staff Contact / Phone #: Mark Rosch / 295-5180 Agenda Item Wording: Approval of a resolution authorizing the modification of affordable housing deed restrictions for 817-820 Washington Street in Key West. Item Background: The Key West Housing Authority's purchase of 817-820 Washington Street has been delayed due to a concern raised by the lender providing the first mortgage loan. The deed restrictions previously approved by the Land Authority restrict the use of the property to the provision of affordable rental housing as defined in section 380.0666(3), Florida Statutes, as said statute may be amended from time to time. The lender requests that the Land Authority modify the deed restriction to prevent the income limits from being reduced during the life of the loan. The proposed amendment would add the underlined language shown below: Use of the property shall be restricted to the provision of affordable rental housing as defined in section 380.0666(3), Florida Statutes, as said statute may be amended from time to time: provided however, so long as the obligation to First State Bank of the Florida Keys, its successor and assigns and the first mortgage, as may be modified, extended or assigned, securing said obligation and executed on even date herewith remain outstanding, the eligibility for affordable housing provided in said Statute shall not be reduced below 160% of the median income for the area. The income limit established by section 380.0666(3), Florida Statutes, is currently 160% of area median income, so this modification to the deed restriction will not increase the property's income limits nor will it affect KWHA's plans to rent the units to tenants making 120% or less of median income. It will, however, "lock in" today's income limits for the life of the loan and provide the lender assurance that in the event of foreclosure the property can be rented to tenants making up to 160% of median income. Advisory Committee Action: The Land Authority Advisory Committee will consider this resolution on June 28, 2010. Previous Governing Board Action: On May 19, 2010 the Board approved the original affordable housing deed restrictions as Exhibit C to Resolution 02-2010. Contract/Agreement Changes: As described above. Staff Recommendation: Approval Total Cost: $ N/A Indirect Cost: $ Budgeted: Yes _ No Cost to Land Authority: $ N/A Source of Funds: Approved By: Attorney X County Land Steward Documentation: Included: X To Follow: Not Required: Disposition: Agenda Item SPOT,rSwooD, SPOTTSWOOD AND SPOTTSwOOD ATTORNEYS AND COUNSELORS AT LAW 500 FLEMING STREET KEY WEST. FLORIDA 33040 JOHN M. SPOTTSWOOD, JR. WILLIAM B. SPOTTSWOOD ERICA N. HUGHES - STERLING OF COUNSEL: June 23.2010 JOHN M. SPOTTSWOOD (1920-1975) ROBERT A. SPOTTSWOOD Mark J. Rosch Executive Director Monroe County Land Authority 1200 1 ruman Avenue, Suite 267 Key West, FL 33040 Re: Pfund to Key West Housing Authority, 817-820 Washington Street Dear Mark: TELEPHONE 305-294-9556 FAX 305-292-1982 As we previously discussed. First State Bank of the Florida Keys ("First State Bank") has requested that the Monroe County Land Authority modify the proposed deed restriction for the property located at 817- 820 Washington Street ("Property"). First State Bank approved the loan to the Key West Housing Authority for the purchase of the Property assuming that, in the event of foreclosure, First State Bank would be able to rent the units located on the Property to families whose income does not exceed 160% of median family income. This is the income eligibility requirement currently set forth in Florida Statute 380.0666(3). The deed restriction, as it is currently drafted, provides that use of the Property shall be restricted to the provision of affordable housing as defined in said Statute, as it may be amended from time to time. Therefore, this income eligibility percentage could change, and possibly could be decreased below 160% of median family income. First State Bank would like to request that the deed restriction be revised to provide that in no event will the income eligibility requirement be decreased below 160% of median family income so long as the obligation to First State Bank, its successor and assigns and the first mortgage on the Property, as may be modified, extended or assigned, securing said obligation remain outstanding. Thank you for your assistance in this matter N �ir�erely, �, ICA N. HUGIIES-STE4�LING ENH-S:gg cc: Larry Erskine Kurt Lewin RESOLUTION NO. A RESOLUTION OF THE MONROE COUNTY COMPREHENSIVE PLAN LAND AUTHORITY AUTHORIZING THE MODIFICATION OF AFFORDABLE HOUSING DEED RESTRICTIONS FOR 817-820 WASHINGTON STREET IN KEY WEST. WHEREAS, section 380.0666(3), Florida Statutes and section 2-396, Monroe County Code empower the Monroe County Comprehensive Plan Land Authority (hereinafter "Land Authority") to acquire and dispose of interests in real property in order to provide affordable housing; and WHEREAS, on May 19, 2010, the Land Authority adopted Resolution 02-2010 approving financing and affordable housing deed restrictions for the acquisition of 817-820 Washington Street (hereinafter "subject property") by The Housing Authority of the City of Key West (hereinafter "KWHA"); and WHEREAS, during final underwriting review KWHA's lender declined to make the loan necessary to finance the balance of the purchase price due to concerns regarding the deed restrictions required by Land Authority Resolution 02-2010; and WHEREAS, KWHA's lender requests a modification to said deed restrictions; and WHEREAS, since the transaction has not yet closed, said deed restrictions have not yet been recorded on a deed; and WHEREAS, the Land Authority Advisory Committee considered this resolution at a meeting held on June 28, 2010, and voted to recommend ; NOW, THEREFORE, BE IT RESOLVED BY THE MONROE COUNTY COMPREHENSIVE PLAN LAND AUTHORITY that the deed restrictions shown in Attachment A are hereby authorized to be used in place of those shown in Exhibit C of Land Authority Resolution 02-2010. PASSED AND ADOPTED by the Monroe County Comprehensive Plan Land Authority at a special meeting on this day of 2010. (Seal) ATTEST: MONROE COUNTY COMPREHENSIVE PLAN LAND AUTHORITY Mark J. Rosch Kim Wigington Executive Director Chairman Approved as to Legal Form Larry R. Erskine ATTACHMENT A AFFORDABILITY COVENANTS 1. Term. These affordability covenants are perpetual, run with the land, and are binding on all present and subsequent owners and mortgagees. 2. Property Use. Use of the property shall be restricted to the provision of affordable rental housing as defined in section 380.0666(3), Florida Statutes, as said statute may be amended from time to time; provided however, so long as the obligation to First State Bank of the Florida Keys, its successor and assigns and the first mortgage, as may be modified, extended or assigned, securing said obligation and executed on even date herewith remain outstanding, the eligibility for affordable housing provided in said Statute shall not be reduced below 160% of the median income for the area. 3. Monitoring. Grantee is responsible for ensuring compliance with the affordability covenants contained herein and expressly agrees to furnish, upon Grantor's request, written certification thereof. RESOLUTION NO. 02-2010 A RESOLUTION OF THE MONROE COUNTY COMPREHENSIVE PLAN LAND AUTHORITY AUTHORIZING THE ISSUANCE OF TWO MORTGAGE LOANS TO THE HOUSING AUTHORITY OF THE CITY OF KEY WEST TO FINANCE THE PURCHASE OF 817-820 WASHINGTON STREET IN KEY WEST AS AN AFFORDABLE HOUSING SITE. WHEREAS, section 380.0666(3), Florida Statutes, and section 2-398(6), Monroe County Code, empower the Monroe County Comprehensive Plan Land Authority (hereinafter "Land Authority") to acquire an interest in real property for the purpose of providing affordable housing to families whose income does not exceed 160 percent of median family income of the area; and WHEREAS, Key West City Commission Resolution 09-208 nominates a 16-unit apartment complex located at 817-820 Washington Street in Key West (hereinafter "subject property") as a proposed affordable housing acquisition in partnership with The Housing Authority of the City of Key West (hereinafter "KWHA"); and WHEREAS, the Land Authority desires to subsidize KWHA's acquisition of the subject property in a manner that leverages Land Authority funds; and WHEREAS, the Land Authority Advisory Committee considered this resolution at a meeting held April 28, 2010, and voted 3/0 to recommend approval; NOW, THEREFORE, BE IT RESOLVED BY THE MONROE COUNTY COMPREHENSIVE PLAN LAND AUTHORITY: Section 1. The Land Authority is authorized to issue two mortgage loans totaling $1,636,000 to finance KWHA's purchase of the subject property provided the following requirements are met. a) KWHA's purchase price for the subject property shall not exceed $2,950,000. b) KWHA's institutional first mortgage encumbering the subject property shall not exceed $1, 759, 000. c) Of the $1,636,000 disbursed by the Land Authority, $836,000 shall be secured by a 30-year, zero interest balloon second mortgage executed by KWHA in favor of the Land Authority as shown in Exhibit A. Said mortgage shall be subordinate to the above referenced institutional first mortgage. d) The $800,000 balance of the funds disbursed by the Land Authority shall be secured by a 30-year, soft third mortgage executed by KWHA in favor of the Land Authority as shown in Exhibit B. Said mortgage shall be subordinate to the above referenced institutional first mortgage. [The remainder of this page is blank.] Page 1 of 2 e) The deed into KWHA shall include deed restrictions in favor of the Land Authority as shown in Exhibit C. Said deed restrictions shall be superior to all mortgages and shall not be subordinated. PASSED AND ADOPTED by dqV, ar,meeting on this 19th ATT St: 1 Mark J. Rosch Executive Director Approved for Legal Sufficiency Larry R. Erskine the Monroe County Comprehensive Plan Land Authority at a day of MaY 2010, MONROE COUNTY COMPREHENSIVE PLAN LAND AUTHORITY Kim Wigington Chairman Page 2 of 2 EXHIBIT A TO RESOLUTION: Note and Mortgage PROMISSORY NOTE Date: AMOUNT: $836,000.00 Key West, Florida FOR VALUE RECEIVED the undersigned promises to pay to the order of MONROE COUNTY COMPREHENSIVE PLAN LAND AUTHORITY, 1200 Truman Avenue, Suite 207, Key West, Florida, 33040, the principal sum of EIGHT HUNDRED THIRTY-SIX THOUSAND and 00/100 DOLLARS ($836,000.00), without interest. The payment of the entire principal balance of EIGHT HUNDRED THIRTY-SIX THOUSAND and 00/100 DOLLARS ($836,000.00) is due and payable Thirty (30) years from the date hereof. The right is reserved to the maker of this note to prepay all or any part of the principal indebtedness represented hereby. The makers and endorsers of this note further agree to waive demand, notice of non-payment and protest, and in the event suit shall be brought for the collection hereof, or the same has to be collected upon demand of an attorney, to pay reasonable attorney's fees for making such collection, and/or attorney's fees and costs incurred by payee, or holders hereof in prosecuting or defending litigation to effect collection, including costs and attorney's fees in appellate courts. This note is secured by a mortgage of even date herewith and is to be construed and enforced according to the laws of the State of Florida; upon default in the payment of principal and/or interest when due, the whole sum of principal and interest remaining unpaid shall at the option of the holders, become immediately due and payable. Failure to exercise this option shall not constitute a waiver of the right to exercise the same in the event of subsequent default. This is a nonrecourse loan and the payee shall look solely to the property securing same for payment. The Housing Authority of the City of Key West, Florida Title: This Instrument Prepared By and return after recording to: Larry R. Erskine 1200 Truman Avenue, Suite 207 Key West, FL 33040 THIS MORTGAGE DEED Executed the day of , 2010 A.D., by The Housing Authority of the City of Key West, Florida, hereinafter called the mortgagor(s), to MONROE COUNTY COMPREHENSIVE PLAN LAND AUTHORITY, a land authority under Section 380.0663(1), Florida Statutes, and Monroe County Ordinance No. 031-1986, whose address is 1200 Truman Avenue, Suite 207, Key West, FL, 33040. hereinafter called the mortgagee(s): (Wherever used herein the terms "mortgagor" and "mortgagee" include all the parties to this instrument and the heirs, legal representatives and assigns of individuals, and the successors and assigns of corporation; and the term "note" includes all the notes herein described if more than one). WITNESSETH, that for good and valuable consideration, and also in consideration of the aggregate sum named in the promissory note of even date herewith, hereinafter described, the Mortgagor(s) does hereby grant, bargain, sell, alien, remise, release, convey and confirm unto the Mortgagee(s), in fee simple, all the certain tract of land of which the Mortgagor is now seized and possessed, and in actual possession, situate in MONROE County, Florida, viz: SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF. THIS IS A SECOND MORTGAGE. TO HAVE AND TO HOLD the same, together with the tenements, hereditaments and appurtenances thereto belonging, and the rents, issues and profits thereof, unto the mortgagee in fee simple. AND the mortgagor covenants with the mortgagee that the mortgagor indefeasibly seized of said land in fee simple; that the mortgagor has full power and lawful authority to convey said land in fee simple as aforesaid; that the mortgagor will make such further assurances to perfect the fee simple title to said land in the mortgagee as may reasonably be required; that the mortgagor hereby fully warrants the title to said land and will defend the same against the lawful claims of all persons whomsoever; and that said land is free and clear of all encumbrances. PROVIDED ALWAYS that if said mortgagor shall pay unto said mortgagee the certain promissory note hereinafter substantially copied or identified to wit: SEE EXHIBIT "B" ATTACHED HERETO AND MADE A PART HEREOF. and shall perform, comply with and abide by each and every the agreements, stipulations, conditions and covenants thereof, and of this mortgage, then this mortgage and the estate hereby created, shall cease, determine and be null and void. AND the mortgagor hereby further covenants and agrees: 1. To pay promptly, all and singular, when due the principal and interest and other sums of money provided for in said note and this mortgage, or either. 2. To pay all and singular the taxes, assessments, levies, liabilities, obligations, and encumbrances of every nature on said property each and every, and if the same be not promptly paid the said mortgagee may at any time pay the same without waiving or affecting the option to foreclose or any right hereunder, and every payment so made shall bear interest from the date thereof at the rate of the highest rate allowable by law. 3. To pay all and singular the costs, charges, and expenses, including lawyer's fees, reasonably incurred or paid at any time by said mortgagee because of the failure on the part of the said mortgagor to perform, comply with and abide by each and every the stipulations, agreements, conditions and covenants of said note and this mortgage, or either, and every such payment shall bear interest from date at the highest rate allowable by law. 4. To keep the buildings now or hereafter on said land fully insured in a sum of not less than the highest insurable value to include Fire, Wind and Flood, in a company or companies acceptable to the mortgagee, and the policy or policies to be held by, and payable to, said mortgagee, and in the event any sum of money becomes payable by virtue of such insurance the mortgagee shall have the option to receive and apply the same on account of the indebtedness hereby secured or to permit the mortgagor to receive and use it, or any part thereof, for other purposes, without thereby waiving or impairing any equity lien or right under or by virtue of this mortgage, and may place and pay for such insurance or any part thereof, without waiving or affecting the option to foreclose or any right hereunder, and each and every such payment shall bear interest from date at the highest rate allowable by law. 5. To permit, commit or suffer no waste, impairment or deterioration of said land or the improvements thereon at any time. 6. To perform, comply with and abide by each and every the stipulations, agreements, conditions and covenants in said promissory note and in this mortgage as set forth. 7. If any sums of money herein referred to be not promptly paid within THIRTY (30) days next after the same severally becomes due and payable, or if each and every the agreements, stipulations, conditions and covenants of said note and this mortgage, or either, are not duly performed, complied with and abided by, the said aggregate sum mentioned in said promissory note then remaining unpaid shall become due and payable forthwith or thereafter at the option of the mortgagee as fully and completely as if the said aggregate sun of the then remaining balance was originally stipulated to be paid on such day, anything in said note or herein to the contrary notwithstanding. 8. The mortgagee may, at any time while a suit is pending to foreclose or to reform this mortgage or to enforce any claims arising hereunder, apply to the court having jurisdiction thereof for the appointment of a receiver, and such court shall forthwith appoint a receiver of the premises and all other property covered hereby, including all and singular the income, profits, rents, issues and revenues from whatever source derived, and such receiver shall have all the broad and effective functions and powers in anywise entrusted by a court to a receive and such appointment shall be made by such court as an admitted equity 2 and a matter of absolute right to said mortgagee, and without reference to adequacy or inadequacy of the value of the property mortgaged or to the solvency or insolvency of said mortgagor or the defendants, and such income, profits, rents, issues and revenues shall be applied by such receiver according to the lien of this mortgage and the practice of such court. 9. Mortgagee, at their expense, shall provide mortgagor with a Satisfaction of Mortgage, in recordable form upon receipt of full payoff of this mortgage and note. 10. If all or any part of the subject property or any interest in it is sold or transferred, then this mortgage and the note which it secures shall be immediately due and payable at the option of the mortgagee. 11. Neither the Mortgagor nor any of its partners shall have any personal liability for the payment of any portion of the indebtedness evidenced by his Mortgage. In the event of default by the Mortgagor under this mortgage the sole remedy of the Mortgagee shall be limited to exercising its rights under the mortgage to foreclose upon the property secured hereby but shall not include a right to proceed directly against the Mortgagor or any of its partners. IN WITNESS WHEREOF, the said mortgagor has hereunto signed and sealed these presents the day and year first above written. Signed, sealed and delivered in our presence: (TWO WITNESSES REQUIRED) THE HOUSING AUTHORITY OF Witness Sign & Print Name THE CITY OF KEY WEST, FLORIDA Witness Sign & Print Name Title: STATE OF FLORIDA ) COUNTY OF MONROE ) The foregoing instrument was acknowledged before me this day of , 2010, by , to me known to be the person described in and who executed the foregoing instrument and acknowledged before me that he executed same. He is personally known to me or has produced as identification. (Seal) Notary Public Printed, typed or stamped Notary Name My Commission Expires: EXHIBIT B TO RESOLUTION: Note and Soft Mortgage This instrument was prepared by: Larry R. Erskine 1200 Truman Avenue, Suite 207 Key West, FL 33040 PROMISSORY NOTE Date: Exhibit A Name: THE HOUSING AUTHORITY OF THE CITY OF KEY WEST, FLORIDA Property Address: 817-820 Washington Street, Key West, FL 33040 1. BORROWER'S PROMISE TO PAY THE HOUSING AUTHORITY OF THE CITY OF KEY WEST, FLORIDA (the Borrower) promises to pay EIGHT HUNDRED THOUSAND DOLLARS ($800,000.00) (this amount will be called "principal") to the order of the MONROE COUNTY COMPREHENSIVE PLAN LAND AUTHORITY, a land authority under section 380.0663(1), Florida Statutes, and Monroe County Ordinance Number 031-1986, whose address is 1200 Truman Avenue, Suite 207, Key West, Florida 33040 (the "Lender,") or to any other holder of this Note. Borrower understands that the Lender may transfer this Note. The Lender or anyone who takes this Note by transfer and who is entitled to receive payments under this Note will be called the "Note Holder." 2. INTEREST Interest on this Note shall be zero percent (0%) per annum; except that if Borrower fails to pay or otherwise satisfy this Note as required, the interest rate shall be twelve percent (12%) per annum from the date when payment of this Note is due until Borrower pays it in full. 3. PAYMENTS The loan will be a deferred payment loan for a period of thirty (30) years with a zero % interest rate. The entire loan balance will be forgiven thirty (30) years from the date hereof and the limitations and conditions contained in the mortgage executed simultaneously with this note shall be released thirty (30) years from the date hereof; provided however, the loan will be due and payable in full upon the sale or transfer of the property or failure to comply with the terms of the mortgage executed simultaneously with this note or failure to comply with the affordable housing deed restrictions on Borrower's deed. 4. BORROWER'S PAYMENT BEFORE THEY ARE DUE Borrower has the right to make payment in full on this Note at any time before it is due. Such payment is known as a "full payment." No partial prepayments can be made at any time on the principal of the loan. When Borrower makes full prepayment, Borrower will advise the Note Holder in a letter that it is doing so. 5. BORROWER'S FAILURE TO PAY AS REQUIRED (A) Default If Borrower does not pay the full amount as required in Section 3 above, Borrower will be in default. If borrower is in default, the Note Holder may bring about any actions not prohibited by applicable law and require Borrower to pay Holder's cost and expenses as described in Section 5(B) below. (B) Payment of Note Holder's Costs and Expenses If the Note Holder takes such actions as described in Section 5(A) above, the Note Holder will have the right to be paid back for all of its cost and expenses, including but not limited to reasonable attorney's fees. 6. THIS NOTE SECURED BY A MORTGAGE In addition to the protections given to the Note Holder under this Note, a Mortgage, dated , 2010 protects the Note Holder from possible losses that might result if Borrower does not keep the promises that Borrower makes in this Note. That Mortgage describes how and under what conditions Borrower may be required to make immediate payment in full of all amounts that Borrower owes under this Note. 7. BORROWER'S WAIVER Borrower waives its rights to require the Note Holder to do certain things. Those things are: (A) to demand payment of amount due (known as "presentment"); (B) to give notice that amounts have not been paid (known as "notice of dishonor"); (C) to obtain an official certification of nonpayment (known as a "protest.") S. GIVING OF NOTICES Any notice that must be given to Borrower under this Note will be given by delivering it or by mailing it by certified or registered mail, postage prepaid, addressed to Borrower at the Property address above. A notice will be mailed to the Note Holder at a different address if Borrower is given a notice of that different address. The Housing Authority of the City of Key West, Florida Title: Fa This instrument was prepared by: Larry R. Erskine 1200 Truman Avenue, Suite 207 Key West, FL 33040 THIRD MORTGAGE (Due on Sale or Refinancing) This third mortgage is made this day of , 2010 between the Mortgagor, THE HOUSING AUTHORITY OF THE CITY OF KEY WEST, FLORIDA, (herein the "Borrower,") and the Mortgagee, MONROE COUNTY COMPREHENSIVE PLAN LAND AUTHORITY, a land authority under section 380.0663(1), Florida Statutes, and Monroe County Ordinance Number 031-1986, whose address is 1200 Truman Avenue, Suite 207, Key West, Florida 33040 (herein the "Lender.") WHEREAS, the Borrower has applied to the Lender for a loan in the original principal amount of EIGHT HUNDRED THOUSAND DOLLARS ($800,000.00), the "Loan," and WHEREAS, the Borrower is indebted to Lender in the principal sum of EIGHT HUNDRED THOUSAND DOLLARS ($800,000.00), which indebtedness is evidenced by the Borrower's Promissory Note dated , 2010, Exhibit A and extensions and renewals thereof (herein "Note,") providing for forgiveness of the principal indebtedness if not sooner paid, on , 2040. TO SECURE to the Lender the repayment of the indebtedness evidenced by the Note: the payment of all other sums, advanced in accordance herewith to protect the security of this Mortgage: and the performance of the covenants and agreements of the Borrower herein contained the Borrower does hereby mortgage, grant and convey to Lender the following described property located in the County of Monroe, State of Florida: SEE EXHIBIT B ATTACHED HERETO Which has the address of 817-820 Washington Street, Key West, FL 33040 (herein the "Property Address.") TOGETHER with all the improvements now or hereafter erected on the property, and all easements, rights, appurtenances, and rents all of which shall be deemed to be and remain a part of the property covered by this Mortgage; and all of the foregoing, together with said property (or the leasehold estate if this Mortgage is on a leasehold) are hereinafter referred to as the "Property." BORROWER COVENANTS, represents and warrants to the Lender and its successors and assigns that Borrower is lawfully seized of the estate hereby conveyed and has the right to mortgage, grant and convey the Property, and the Property is unencumbered, except for the mortgage lien of the first and second mortgages, and for other encumbrances of record. Borrower covenants, represents and warrants to the Lender and its successors and assigns that Borrower will defend generally the title to the Property against all claims and demands, subject to the mortgage lien of the first and second mortgages and other encumbrances of record. 1 BORROWER FURTHER COVENANTS and agrees with the Lender as follows: 1. Payment. The Borrower shall promptly pay when due the indebtedness evidenced by the Note, Exhibit A. 2. Prior Mortgages and Deeds of Trust; Charges; Liens. Lender and Borrower acknowledge and agree that this Mortgage is subject and subordinate in all respects to the liens, terms, covenants and conditions of any prior Mortgage and to all advances heretofore made. The Borrower shall perform all of the Borrower's obligations under any prior Mortgage and any other mortgage, deed of trust or other security agreement with a lien that has priority over this Mortgage, including the Borrower's covenants to make payments when due. The Borrower shall pay or cause to be paid all taxes, assessments and other charges, fines and impositions attributable to the Property that may attain a priority over this Mortgage, and leasehold payments or ground rents, if any. 3. Hazard Insurance. The Borrower shall keep the improvements now existing or hereafter erected on the Property insured against loss by fire, hazards included within the term "extended coverage," and such other hazards as the Lender may require and in such amounts and for such period as the Lender may require. The insurance carrier providing the insurance shall be chosen by the Borrower subject to approval by the Lender, provided that such approval shall not be unreasonably withheld. All insurance policies and renewals thereof shall be in a form acceptable to the Lender and shall include a standard mortgage clause in favor of, and in a form acceptable to the Lender. The Lender shall have the right to hold the policies and renewals thereof, subject to the terms of the First Mortgage and any other mortgage, deed of trust or other security agreement with a lien that has priority over this Mortgage. In the event of loss, the Borrower shall give prompt notice to the insurance carrier and to the Lender. The Lender may make proof of loss if not made promptly by the Borrower. If the Property is abandoned by the Borrower, or if the Borrower fails to respond to the Lender within thirty (30) days from the date notice mailed by the Lender to the Borrower that the insurance carrier offers to settle a claim for insurance benefits, the Lender is authorized to collect and apply the insurance proceeds at the Lender's option either to restoration or repair of the Property or to the sums secured by this Mortgage. 4. Preservation and Maintenance of Property; Leaseholds The Borrower shall keep the Property in good repair and shall not commit waste or permit impairment or deterioration of the Property and shall comply with the provisions of any lease if this Mortgage is on a leasehold improvement. 5. Protection of Lender's Security. If the Borrower fails to perform the covenants and agreements contained in this Mortgage, or if any action or proceeding is commenced that materially affects the Lender's interest in the Property. Then the Lender, at the Lender's option upon notice to the Borrower, may make such appearances, disburse such sums, including reasonable attorney's fees, and take such action as is necessary to protect the Lender's interest in the Property. Any amounts disbursed by the Lender pursuant to this Paragraph 5, with interest thereon, at the rate of twelve percent (12%) per annum, shall become additional indebtedness of the Borrower secured by this Mortgage. Unless the Borrower and the Lender agree to other terms of payment, such amounts shall be payable upon notice from the Lender to the Borrower requesting payment 2 thereof. Nothing contained in this Paragraph 5 shall require the Lender to incur any expense or take any action hereunder. 6. Inspection. The Lender may make or cause to be made reasonable entries upon the inspections of the Property, provided that the Lender shall give Borrower notice prior to any such inspection specifying reasonable cause to the Lender's interest in the Property. 7. Condemnation. The proceeds of any award or claim for damages, direct or consequential, in connection with any condemnation or other taking of the Property, or part thereof, or for conveyance in lieu of condemnation, are hereby assigned and shall be paid to the Lender, subject to the terms of any mortgage, deed of trust or to the security agreement with a lien that has priority over this Mortgage. 8. Borrower Not Released; Forbearance by Lender Not a Waiver. Extension of the time for payment or modification of amortization of the sums secured by this Mortgage granted by the Lender to any successor in interest of the Borrower shall not operate to release, in a manner, the liability of the original Borrower and the Borrower's successors in interest. The Lender shall not be required to commence proceedings against such successor or refuse to extend time for payment or otherwise modify amortization of the sums secured by this Mortgage by reason of any demand made by the original Borrower and the Borrower's successors in interest. Any forbearance by the Lender in exercising any right or remedy hereunder, or otherwise afforded by applicable law, shall not be a waiver of or preclude the exercise of any such right or remedy. 9. Successors and Assigns Bound; Joint and Several Liability; Co -Signers. The covenants and agreements herein contained shall bind, and the rights hereunder shall inure to, the respective successors and assigns for the Lender and the Borrower, subject to the provisions of Paragraph 14 hereof. 10. Notice. Except for any notice required under applicable law to be given in another manner: (a) any notice of the Borrower provided for in this Mortgage shall be given by delivering it or by mailing such notice by certified or registered mail, postage prepaid, addressed to the Borrower at the Property Address or at such other address as the Borrower may designate by notice to the Lender as provided herein. 11. Governing Law; Severability; Costs. This Mortgage shall be governed by the laws of the State of Florida, and, to the extent applicable hereto, the laws and regulations of the United States of America. In the event that any provision or clause of this Mortgage or the Note conflicts with applicable law, such conflict provision, and to this and the provisions of this Mortgage or the Note that can be given effect without the conflicting provision, and to this and the provisions of this Mortgage and the Note are declared to be severable. As used herein, "costs," "expenses," and "attorneys' fees" include all sums to the extent not prohibited by applicable law or limited herein. 12. Borrower's Copy. Borrower shall be furnished a conformed copy of the Note and of this Mortgage at the time of execution or after recordation hereof. 13. Transfer of the Property. If all or any part of the Property or any interest in it is sold, transferred, gifted or otherwise conveyed, whether by voluntary act, involuntarily, by operation of law or otherwise, or if the Borrower is divested of title by judicial sale, levy or other proceeding, or if foreclosure action is instituted against the Property, all sums secured by this Mortgage shall immediately become due and payable as provided herein. 14. Acceleration. Lender shall give Borrower notice of acceleration. The notice shall provide a period of not less than thirty (30) days from the date the notice is given provided in Paragraph 10 hereof within which the Borrower must pay all sums secured by this Mortgage. If Borrower fails to pay these sums prior to the expiration of this period, the Lender may invoke any remedies permitted by this Mortgage without further notice or demand on the Borrower. 15. Remedies. Except as provided in Paragraph 14 hereof, upon the Borrower's breach of any covenant or agreement of the Borrower in this Mortgage, including the covenants to pay when due any sums secured by this Mortgage, the Lender, at the Lender's option, may declare all of the sums secured by this Mortgage to be immediately due and payable without further demand and may foreclose this Mortgage by judicial proceeding. Prior to taking any defaults action including acceleration of this Mortgage, the Lender shall give notice to senior lien holders and to the Borrower as provided in Paragraph 10 hereof specifying (1) the breach (if the breach is curable; (2) the action required to cure such breach; (3) a date, not less than ten (10) days from the date the notice is mailed to Borrower, by which such breach must be cured; and (4) that failure to cure such breach on or before the date specified in the notice may result in acceleration of the sums secured by this Mortgage, foreclosure by judicial proceeding, and sale of the Property. The notice shall further inform Borrower of the right to reinstate after acceleration and the right to assert in the foreclosure proceeding the nonexistence of a default or any other defense of Borrower to acceleration and foreclosure. The Lender shall be entitled to collect in such proceeding all expenses of foreclosure, including, but not limited to, reasonable attorneys' fees, court costs, and costs of documentary evidence, abstracts and title reports. 16. Borrower's Right to Reinstate. Notwithstanding the Lender's acceleration of the sums secured by this Mortgage due to the Borrower's breach, the Borrower shall have the right to have any proceedings begun by the Lender to enforce this Mortgage discontinued at any time prior to entry of a judgment enforcing this Mortgage if. (a) the Borrower pays the Lender all sums that would be then due under this Mortgage and the Note had no acceleration occurred; (b) the Borrower cures all breaches of any other covenants or agreements of the Borrower contained in this Mortgage; (c) the Borrower pays all reasonable expenses incurred by the Lender in enforcing the covenants and agreements of the Borrower contained in this Mortgage, and in enforcing the Lender's remedies as provided in Paragraph 15 hereof, including, but not limited to, reasonable attorneys' fees and court costs; and (d) the Borrower takes such action as the Lender may reasonably require to assure that the lien of this Mortgage, the Lender's interest in the Property and the Borrower's obligation to pay the sums secured by this Mortgage shall continue unimpaired. Upon such payment and cure by the Borrower, this Mortgage and the obligations secured hereby shall remain in full force and effect as if no acceleration had occurred. 17. Assienment of Rents: Appointment of Receiver. As additional security hereunder, the Borrower hereby assigns to the Lender the rents of the Property, provided that the Borrower shall, prior to acceleration under Paragraph 14 hereof or abandonment of the Property, have the right to collect and retain such rents as they become due and payable. Upon acceleration under Paragraph 14 hereof or abandonment of the Property, the Lender shall be entitled to have a receiver appointed by a court to enter upon, take possession of and manage the Property and to collect the rents of the Property including those past due. All rents collected by the receiver shall be applied first to the payment of the costs of management of the Property and collection of rents, including, but not limited to, receiver's fees, premiums on receiver's 4 bonds and reasonable attorneys' fees, and then to the sum secured by this Mortgage. The receiver shall be liable to account only for those rents actually received. 18. Release. Upon satisfaction of the conditions and terms of the note secured by this mortgage, including but not limited to payment of all sums there under, Lender shall release this Mortgage without charge to Borrower. Borrower shall pay all costs of recordation, if any. 19. Attorneys' Fees. As used in this Mortgage and in the Note, "attorneys' fees" shall include attorneys' fees, if any, incurred in connection with the collection or enforcement of this Mortgage or of the Note, whether or not suit is brought and whether incurred at trial, on appeal, in bankruptcy proceedings or otherwise. IN WITNESS WHEREOF, the Borrower has executed this Mortgage. Signed, sealed, and delivered in the presence of: (TWO WITNESSES REQUIRED) THE HOUSING AUTHORITY OF Witness Sign & Print Name THE CITY OF KEY WEST, FLORIDA LIN Witness Sign & Print Name Title: STATE OF FLORIDA ) COUNTY OF MONROE ) The foregoing instrument was acknowledged before me this day of , 2010, by , to me known to be the person described in and who executed the foregoing instrument and acknowledged before me that he executed same. He is personally known to me or has produced as identification. Notary Public (Seal) Printed, typed or stamped Notary Name My Commission Expires: EXHIBIT C TO RESOLUTION: Deed Restrictions AFFORDABILITY COVENANTS 1. Term. These affordability covenants are perpetual, run with the land, and are binding on all present and subsequent owners and mortgagees. 2. Property Use. Use of the property shall be restricted to the provision of affordable rental housing as defined in section 380.0666(3), Florida Statutes, as said statute may be amended from time to time. 3. Monitoring. Grantee is responsible for ensuring compliance with the affordability covenants contained herein and expressly agrees to furnish, upon Grantor's request, written certification thereof.