Loading...
Item H09 I/: BOARD OF COUNTY COMMISSIONERS C ounty of M onroe Mayor David Rice, District 4 Mayor Pro Tem Craig Cates, District 1 The Florida Keys Michelle Coldiron, District 2 Vacant, District 3 Holly Merrill Raschein, District 5 County Commission Meeting April 20, 2022 Agenda Item Number: H.9 Agenda Item Summary #10472 BULK ITEM: No DEPARTMENT: Land Authority Governing Board TIME APPROXIMATE: STAFF CONTACT: Christine Hurley (305) 295-5180 9:25 AM AGENDA ITEM WORDING: Approval of a resolution authorizing the issuance of a mortgage loan to Habitat for Humanity of 22936 Overseas Highway, ocean side of Cudjoe Key, near mile marker 22 legally described as Lots 4 and 5, Block 1, Cudjoe Ocean Shores (PB 5-107) with Parcel ID Numbers 00186920-000000 and 00186930-000000 as an affordable housing site subject to conditions. ITEM BACKGROUND: Habitat for Humanity of Key West and Lower Florida Keys is requesting County and Land Authority assistance to facilitate an affordable housing project on Cudjoe Key. The current property owner, Tom Ryan Inc., sought and secured permits and affordable rate of growth ordinance (ROGO) allocations for 4 attached units at the site. The permits were issued for families earning up to 120% of median income. Tom Ryan Inc. has entered into a contract to sell the land and permitted allocations to Habitat for Humanity for $400,000, subject to 100% financing by the Land Authority. The following diagrahm shows the site plan and layout of the units, approved by permitting/! ! Qbdlfu!Qh/!2678 I/: ! Because permits for this development have already been issued and there is a requirement to have inspections every 180 days from the time of permit issuance until completion, time is of the essence for Habitat to purchase the site. Habitat has requested the Land Authority partner with them to fund the $400,000 purchase price via a mortgage loan to Habitat, so Habitat can immediately close on the property and get started with construction. This resoltuion authorizes the Land Authroity to loan Habitat $400,000 for 5 years at zero (0) interest. It requires Habitat to sign a Land Use Restriction Agreement (LURA) requiring the site to the affordable at 80% of median income. The mortgage and note allow forgiveness upon completion of the 4 affordable units, as evidenced by Certificates of Occupancy and when Habitat deeds the site to the County. The County would then lease the site back to Habitat for 99 years (using the standard lease used on other Habitat for Humanity projects such as: Loweys Landing and Moss Landing) . The lease would give the tenants (those who have purchased each home) at the time of the 99 year lease expiration the ability to request another 99 year lease to maintain affordability. The note includes a provision that requires Habitat to deed the property to the County with marketable title; therefore, Land Authority staff will work with Habitat and their lenders to assure at the time of conveyance any mortgages on the site are subordinate to the Land Authority Mortgage, as well as the County lease. The Habitat Board reviewed and authorized this project at their meeting on 3/15/22. The Land Use Restriction Agreement (LURA) between Habitat and the Land Authority is proposed to assure the housing units are built and sold to households with the lower incomes. A comparison of the income levels follows: Qbdlfu!Qh/!2679 I/: PREVIOUS RELEVANT BOCC ACTION: None CONTRACT/AGREEMENT CHANGES: N/A STAFF RECOMMENDATION: Approval DOCUMENTATION: Proposed Resolution Habitat Request Qbdlfu!Qh/!267: I/: Aerial Photo Mortgage and Security Agreement Promissory Note FINANCIAL IMPACT: Effective Date: Expiration Date: Total Dollar Value of Contract: Total Cost to County: Current Year Portion: Budgeted: Source of Funds: CPI: Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: If yes, amount: Grant: County Match: Insurance Required: Additional Details: REVIEWED BY: Christine Hurley Completed 04/04/2022 6:01 PM Dina Gambuzza Completed 04/04/2022 6:08 PM Mark Rosch Completed 04/05/2022 2:42 PM Bob Shillinger Skipped 04/04/2022 6:06 PM Lindsey Ballard Completed 04/05/2022 3:06 PM Board of County Commissioners Pending 04/20/2022 9:00 AM Qbdlfu!Qh/!2681 I/:/b Buubdinfou;!Qspqptfe!Sftpmvujpo!!)Mput!5!boe!6-!Cmpdl!2-!Dvekpf!Pdfbo!Tipsft-!Dvekpf!Lfz!)Sftpvmujpo** Qbdlfu!Qh/!2682 I/:/b wbdbou Buubdinfou;!Qspqptfe!Sftpmvujpo!!)Mput!5!boe!6-!Cmpdl!2-!Dvekpf!Pdfbo!Tipsft-!Dvekpf!Lfz!)Sftpvmujpo** Qbdlfu!Qh/!2683 I/:/b Buubdinfou;!Qspqptfe!Sftpmvujpo!!)Mput!5!boe!6-!Cmpdl!2-!Dvekpf!Pdfbo!Tipsft-!Dvekpf!Lfz!)Sftpvmujpo** Qbdlfu!Qh/!2684 I/:/b et seq. Buubdinfou;!Qspqptfe!Sftpmvujpo!!)Mput!5!boe!6-!Cmpdl!2-!Dvekpf!Pdfbo!Tipsft-!Dvekpf!Lfz!)Sftpvmujpo** Qbdlfu!Qh/!2685 I/:/b Buubdinfou;!Qspqptfe!Sftpmvujpo!!)Mput!5!boe!6-!Cmpdl!2-!Dvekpf!Pdfbo!Tipsft-!Dvekpf!Lfz!)Sftpvmujpo** Qbdlfu!Qh/!2686 I/:/b Buubdinfou;!Qspqptfe!Sftpmvujpo!!)Mput!5!boe!6-!Cmpdl!2-!Dvekpf!Pdfbo!Tipsft-!Dvekpf!Lfz!)Sftpvmujpo** Qbdlfu!Qh/!2687 I/:/b Address Buubdinfou;!Qspqptfe!Sftpmvujpo!!)Mput!5!boe!6-!Cmpdl!2-!Dvekpf!Pdfbo!Tipsft-!Dvekpf!Lfz!)Sftpvmujpo** Qbdlfu!Qh/!2688 I/:/b Address Buubdinfou;!Qspqptfe!Sftpmvujpo!!)Mput!5!boe!6-!Cmpdl!2-!Dvekpf!Pdfbo!Tipsft-!Dvekpf!Lfz!)Sftpvmujpo** Qbdlfu!Qh/!2689 I/:/c Buubdinfou;!Ibcjubu!Sfrvftu!!)Mput!5!boe!6-!Cmpdl!2-!Dvekpf!Pdfbo!Tipsft-!Dvekpf!Lfz!)Sftpvmujpo** Qbdlfu!Qh/!268: I/:/d Bfsjbm!Qipuphsbqi!pg!Tvckfdu!Qspqfsuz Cmpdl!2-!Mput!5!boe!6-!Dvekpf!Pdfbo!Tipsft Dvekpf!Lfz DVEKPF!E S CPOJUP!MO QSJWBUFFS! ES Buubdinfou;!Bfsjbm!Qipup!!)Mput!5!boe!6-!Cmpdl!2-!Dvekpf!Pdfbo!Tipsft-!Dvekpf!Lfz!)Sftpvmujpo** TOBQQFS! MO CMBDLCFBS E!MO Qbdlfu!Qh/!2691 I/:/e This Instrument Prepared By: Gregory S. Oropeza, Esq. OROPEZA STONES & CARDENAS, PLLC 221 Simonton Street Key West, FL 33040 305-294-0252 ______________________________________________________________________________ MORTGAGE AND SECURITY AGREEMENT This Mortgage and Security Agreement is made this _____ day of ___________ 2022 by and between HABITAT FOR HUMANITY OF KEY WEST AND LOWER FLORIDA KEYS, INC., a Florida not for profit corporation (Mortgagor), whose address is 471 Overseas Highway, Suite 102, Key West, Florida 33040, and MONROE COUNTY COMPREHENSIVE PLAN LAND AUTHORITY, a land authority under section 380.0663 (1), (Mortgagee), whose address is 1200 Truman Avenue, Suite 207, Key West, Florida 33040. WITNESSETH: WHEREAS, Mortgagor is indebted to Mortgagee in the principal sum of FOUR HUNDRED THOUSAND and 00/100 ($400,000.00) DOLLARS, together with interest thereon, as evidenced by that certain promissory note of even date herewith, executed by Mortgagor has delivered to Mortgagee (the Note), which by reference is made a part hereof to the same extent as though set out in full herein; NOW, THEREFORE, to secure the performance by Mortgagor of all covenants and conditions in the Note and in this Mortgage and in all other instruments securing the Note, and in order to charge the properties, interests and rights hereinafter described with such payment and performance and to secure additional advances, renewals, extensions and modifications thereof and for and in consideration of the sum of Ten and No/100 Dollars ($10.00), Mortgagor does hereby mortgage, sell, pledge and assign to Mortgagee and where applicable grant a security interest in: THE MORTGAGED PROPERTY (A)!All of the land in the County of Monroe, State of Florida, known as the property located at 22936 Overseas Highway, Cudjoe Key, Florida 33042, more particularly described as: Lots 4 & 5, Block 1, CUDJOE SHORES, according to the Plat thereof, recorded in Plat Book 5, Page 107 of the Public Records of Monroe County, Florida. To have and to hold the same, together with all the improvements now or hereafter erected Buubdinfou;!Npsuhbhf!boe!Tfdvsjuz!Bhsffnfou!!)Mput!5!boe!6-!Cmpdl!2-!Dvekpf!Pdfbo!Tipsft-!Dvekpf!Lfz!)Sftpvmujpo** on such property and all fixtures now or hereafter attached thereto, together with each and every tenements, hereditaments, easements, rights, powers, privileges, immunities and appurtenances thereunto belonging or in anywise appertaining and the reversion and reversions, remainder and Qbdlfu!Qh/!2692 I/:/e remainders, and also all the estate, right, title, interest, homestead, right of dower, separate estate, property, possession and claim whatsoever in law as well as in equity of Mortgagor of, in and to the same in every part and parcel thereof unto Mortgagee in fee simple. (B)!Together with a security interest in all personal property, excluding household goods which are not purchased with the proceeds of the Note, and fixtures affixed to or located on the property described in paragraph (A). (C)!Together with all rents, leases, issues, profits, revenue, income proceeds and other benefits from the property described in paragraph (A) hereof to be applied to the indebtedness secured hereby, provided however, that permission is hereby given to Mortgagor so long as no default has occurred hereunder, to collect, receive, and use such benefits from the property as they become due and payable, but not in advance thereof. (D)!All insurance policies and proceeds thereof and all condemnation proceeds, awards, damages, and claims relating to or derived from the property described in paragraphs (A), (B) and (C) hereof. (E)!Everything referred to in paragraphs (A), (B), (C) and (D) hereof and any additional property hereafter acquired by Mortgagor and subject to the lien of this Mortgage or any part of these properties is herein referred to as the Mortgaged Property. PROVIDED ALWAYS, that if Mortgagor shall pay to Mortgagee the Note at the times and in the manner stipulated therein and in all other instruments securing the Note, including renewals, extension or modification thereof, and in this Mortgage and in all other instruments securing the Note, to be kept, performed or observed by Mortgagor, then this Mortgage shall cease and be void, but shall otherwise remain in full force and effect. Mortgagor covenants and agrees with Mortgagee as follows: 1.!Compliance with Note and Mortgage; Warranty of Title. Mortgagor shall comply with all provisions of this Mortgage and of every other instrument securing the Note, and will promptly pay to Mortgagee the principal with interest thereon and all other sums required to be paid by Mortgagor under the Note and pursuant to the provisions of this Mortgage and of every other instrument securing the Note. Mortgagor covenants that Mortgagor owns and is indefeasibly seized of the Mortgaged Property in fee simple, that the Mortgaged Property is free from all encumbrances except as noted in the legal description above, that Mortgagor has lawful authority to convey, mortgage and encumber the same as provided by the Mortgage, that Mortgagee may peaceably and quietly enjoy the Mortgaged Property, and that Mortgagor will defend the Mortgaged Property against the claims of all persons whomsoever, and that Mortgagor so warrants. 2.!Payment of Taxes and Liens. Mortgagor shall pay all the taxes, assessments, levies, liabilities, obligations and encumbrances of every nature now on the Mortgaged Property or that hereafter may be imposed, levied or assessed upon this Mortgage or the Mortgaged Property or upon the indebtedness secured hereby. All such payments are to be made when due and payable Buubdinfou;!Npsuhbhf!boe!Tfdvsjuz!Bhsffnfou!!)Mput!5!boe!6-!Cmpdl!2-!Dvekpf!Pdfbo!Tipsft-!Dvekpf!Lfz!)Sftpvmujpo** according to law before they become delinquent and before any interest attaches or any penalty is incurred. Insofar as any indebtedness is of record the same shall be promptly satisfied and evidence of such satisfaction shall be given to Mortgagee. Mortgagee may at its option require 2 Qbdlfu!Qh/!2693 I/:/e Mortgagor to deposit with Mortgagee on the first day of each month, in addition to making payments of principal and interest, until the Note is fully paid, an amount equal to one-twelfth (1/12) of the annual taxes and assessments, including but not limited to condominium and homeowner association assessments, payable with respect to the Mortgaged Property. Such deposits shall not be nor be deemed to be, trust funds, but may be commingled with the general funds of Mortgagee, and no interest shall be payable in respect thereof. Upon demand by Mortgagee, Mortgagor shall deliver to Mortgagee such additional monies as are necessary to make up any deficiencies in the amounts necessary to enable Mortgagee to pay such taxes and assessments when due. In the event of default under any of the terms, covenants and conditions in the Note, this Mortgage or any other instrument securing the Note to be performed or observed by Mortgagor, Mortgagee may apply to the reduction of the sums secured hereby, in such manner as Mortgagee shall determine, any amount under this paragraph remaining to Mortgagors credit. 3.!Insurance. Mortgagor shall keep the Mortgaged Property and the improvements now existing or hereafter erected on the Mortgaged Property insured as may be required from time to time by Mortgagee against loss by fire, other hazards and contingencies (including flood hazards and related occurrences in the event any portion of the Mortgaged Property is located in a flood hazard area as may be identified from time to time) in such amounts and for such periods as may be required by Mortgagee. Mortgagor shall pay promptly, when due, any premiums on such insurance. All insurance shall be carried with companies approved by Mortgagee and the policy and renewals thereof shall be held by Mortgagee and have attached thereto loss payable clauses in favor of and in form acceptable to Mortgagee. In the event of loss, Mortgagor shall give immediate notice by mail to Mortgagee and Mortgagee may make proof of loss if not made promptly by Mortgagor. Each insurance company concerned is hereby authorized and directed to make payments for such loss directly to Mortgagee instead of either to Mortgagor or Mortgagor and Mortgagee jointly. Insurance proceeds or any part thereof may be applied by Mortgagee at its option, after deducting therefrom all its expenses including attorneys fees, either to the reduction of the indebtedness hereby secured or to the restoration or repair of the property damaged. Mortgagee is hereby authorized, at its option, to settle and compromise any claims, awards, damages, rights of action and proceeds, and any other payment or relief under any insurance policy. In the event of foreclosure of this Mortgage or other transfer of title to the Mortgaged Property in extinguishment of the indebtedness secured hereby, all right, title, and interest of Mortgagor in and to any insurance policies then in force shall pass to the purchaser or grantee. Mortgagee may at its option require Mortgagor to deposit with Mortgagee on the first day of each month, in addition to making payments of principal and interest, until the Note is fully paid, an amount equal to one- twelfth (1/12) of the yearly premiums for all insurance. Such deposits shall not be, nor be deemed to be, trust funds, but may be commingled with the general funds of Mortgagee, and no interest shall be payable in respect thereof. Upon demand by Mortgagee, Mortgagor shall deliver to Mortgagee such additional monies as are necessary to make up any deficiencies in the amounts necessary to enable Mortgagee to pay such premiums when due. In the event of default under any of the terms, covenants and conditions in the Note, this Mortgage or any other instrument securing the Note to be performed or observed by Mortgagor, Mortgagee may apply to the reduction of the sums secured hereby, in such manner as Mortgagee shall determine, any amount under this paragraph remaining to Mortgagors credit and any return premium received from cancellation of Buubdinfou;!Npsuhbhf!boe!Tfdvsjuz!Bhsffnfou!!)Mput!5!boe!6-!Cmpdl!2-!Dvekpf!Pdfbo!Tipsft-!Dvekpf!Lfz!)Sftpvmujpo** any insurance policy by Mortgagee upon foreclosure of this Mortgage. 3 Qbdlfu!Qh/!2694 I/:/e 4.!Condemnation. If the Mortgaged Property or any part thereof shall be damaged or taken through condemnation (which term when used herein shall include any damage or taking by any governmental authority or any other authority authorized by the laws of the State of Florida or the United States of America to so damage or take and any transfer by private sale in lieu thereof), either temporarily or permanently, the entire indebtedness and other sums secured hereby shall, at the option of Mortgagee, become immediately due and payable. Mortgagee shall be entitled to all compensations, awards, damages, claims, rights of action and proceeds of, or on account of any damage or taking through condemnation and is hereby authorized, at its option, to commence, appear in and prosecute, in its own or Mortgagors name, any action or proceeding relating to any condemnation, and to settle or compromise any claim in connection therewith. All such compensations, awards, damages, claims, rights of action and proceeds, and any other payments or relief, and the right thereto, are hereby assigned by Mortgagor to Mortgagee and Mortgagee after deducting therefrom all its expenses including attorneys fees may release any monies so received by it without affecting the lien of this Mortgage or may apply the same in such manner as Mortgagee shall determine, to the reduction of the sums secured hereby and to any prepayment charge provided in the Note, this Mortgage or any other instrument securing the Note. Any balance of such monies then remaining shall be paid to Mortgagor. Mortgagor agrees to execute such further assignments of any compensations, awards, damages, claims, rights of action and proceeds as Mortgagee may require. 5.!Mortgagees Right to Make Certain Payments. In the event Mortgagor fails to pay or discharge the taxes, assessments, levies, liabilities, obligations and encumbrances, or fails to keep the Mortgaged Property insured or to deliver the policies, premiums paid, or fails to repair the Mortgaged Property as herein agreed, Mortgagee may at its option pay or discharge the taxes, assessments, levies, liabilities, obligations and encumbrances or any part thereof, to produce and pay for such insurance or to make and pay for such repairs. Mortgagee shall have no obligation on its part to determine the validity or necessity of any payment thereof and any such payment shall not waive or affect any option, lien equity or right of Mortgagee under or by virtue of this Mortgage. The full amount of each and every such payment shall be immediately due and payable and shall bear interest from the date thereof until paid at the Default Rate, as hereinafter defined, and together with such interest, shall be secured by the lien of this Mortgage. Nothing herein contained shall be construed as requiring Mortgagee to advance or expend monies for any of the purposes mentioned in this paragraph. 6.!Payment of Expenses. Mortgagor shall pay all the costs, charges and expenses, including reasonable attorneys fees whether incurred at trial or appellate level, disbursements and cost of abstracts of title, incurred or paid at any time by Mortgagee due to the failure on the part of Mortgagor promptly and fully to perform, comply with and abide by each and every stipulation, agreement, condition and covenant of the Note and this Mortgage. Such costs, charges and expenses, shall be immediately due and payable, whether or not there be notice, demand, attempt to collect or suit pending. The full amount of each and every such payment shall bear interest from the date thereof until paid at the Default Rate, as hereinafter defined. All such costs, charges and expenses so incurred or paid together with such interest, shall be secured by the lien of this Mortgage and any other instrument securing the Note. Buubdinfou;!Npsuhbhf!boe!Tfdvsjuz!Bhsffnfou!!)Mput!5!boe!6-!Cmpdl!2-!Dvekpf!Pdfbo!Tipsft-!Dvekpf!Lfz!)Sftpvmujpo** 7.!Additional Documents. At all times this Mortgage is in effect, upon Mortgagees request, Mortgagor shall make, execute and deliver or cause to be made, executed and delivered 4 Qbdlfu!Qh/!2695 I/:/e to Mortgagee and, where appropriate, shall cause to be recorded or filed and thereafter to be re- recorded or refiled at such time and in such places as shall be deemed desirable by Mortgagee any and all such further mortgages, instruments of further assurance, certificates and other documents as Mortgagee may consider necessary or desirable in order to effectuate, complete, enlarge, perfect, or to continue and preserve the obligations of Mortgagor under the Note and this Mortgage and all other instruments securing the Note, and the lien of this Mortgage as first and prior lien upon all the Mortgaged Property. Upon any failure by Mortgagor to do so, Mortgagee may make, execute, record, file, re-record, or refile any and all such mortgages, instruments, certificates and documents for and in the name of Mortgagor. Mortgagor hereby irrevocably appoints Mortgagee agent and attorney-in-fact of Mortgagor to do all things necessary to effectuate or assure compliance with this paragraph. 8.!Event of Default. Any one of the following shall constitute an event of default: (a)!Failure by Mortgagor to pay, as and when due and payable, any installments of principal or interest due under the Note, or any deposits for taxes and assessments or insurance premiums due hereunder, or any other sums to be paid by Mortgagor hereunder or under any other instrument securing the Note. (b)!Failure by Mortgagor to duly keep, perform and observe any other covenant, condition or agreement in the Note, this Mortgage, any other instrument securing the Note or any other instrument collateral to the Note or executed in connection with the sums secured hereby for a period of ten (10) days after Mortgagee gives written notice specifying the breach. 9.!Acceleration. If an event of default shall have occurred, Mortgagee may declare the outstanding principal amount of the Note and the interest accrued thereon, and all other sums secured hereby, to be due and payable immediately. Upon such declaration such principal and interest and other sums shall immediately be due and payable without demand or notice. 10.!Remedies after Default. Upon an event of default, Mortgagee may proceed by suit or suits at law or in equity or by any other appropriate proceeding or remedy to: (a) enforce payment of the Note or the performance of any term hereof or any other right; (b) foreclose this Mortgage and to sell, as an entirety or in separate lots or parcels, the Mortgaged Property under the judgment or decree of a court or courts of competent jurisdiction; (c) collect all rents, issues, profits, revenue, income and other benefits from the Mortgaged Property; (d) appoint a receiver to enter upon and take possession of the Mortgaged Property and to collect all rents, issues, profits, revenue, income, and other benefits thereof and apply the same as a court may direct and such receiver shall have all rights and powers permitted under law; and (e) pursue any other remedy available to it including, but not limited to taking possession of the Mortgaged Property without notice or hearing to Mortgagor. Mortgagee shall take action either by such proceedings or by the exercise of its power with respect to entry or taking possession, or both, as Mortgagee may determine. 11.!No Waiver. No delay or omission of Mortgagee or of any holder of the Note to exercise any right, power or remedy accruing upon any event of default shall exhaust or impair Buubdinfou;!Npsuhbhf!boe!Tfdvsjuz!Bhsffnfou!!)Mput!5!boe!6-!Cmpdl!2-!Dvekpf!Pdfbo!Tipsft-!Dvekpf!Lfz!)Sftpvmujpo** any such right, power or remedy or shall be construed to waive any event of default or to constitute acquiescence therein. 5 Qbdlfu!Qh/!2696 I/:/e 12.!Non-Exclusive Remedies. No right, power or remedy conferred upon or reserved to Mortgagee by the Note, this Mortgage or any other instrument securing the Note is exclusive of any other right, power or remedy, but each and every such right, power and remedy shall be cumulative and concurrent and shall be in addition to any other right, power and remedy given hereunder or under the Note or any other instrument securing the Note, now or hereafter existing at law, in equity or by statute. 13.!Successors and Assigns Bound. Whenever one of the parties hereto is named or referred to herein, the heirs, successors and assigns of such party shall be included and all covenants and agreements contained in this Mortgage, by or on behalf of Mortgagor or Mortgagee, shall bind and inure to the benefits of their respective heirs, successors and assigns, whether or not so expressed. 14.!Miscellaneous. In the event that any of the covenants, agreements, terms or provisions contained in the Note, this Mortgage or any other instrument securing the Note shall be invalid, illegal or unenforceable in any respect, the validity of the remaining covenants, agreements, terms or provisions contained herein and in the Note and any other instrument securing the Note shall be in no way affected, prejudiced or disturbed thereby. 15.!Attorneys Fees. The term attorneys fees as used in this Mortgage includes any and all legal fees of whatever nature including, but not limited to, attorneys fees, paralegals fees, legal assistants fees and fees resulting from any appeal of any interlocutory order or final judgment or any other appellate proceeding arising out of any litigation. 16.!Future Advances. This Mortgage is given to secure not only existing indebtedness, but also such future advances, whether such advances are obligatory or are to be made at the option of Mortgagee, or otherwise, as are made within twenty years from the date hereof, to the same extent as if such future advances were made on the date of the execution of this Mortgage. 17.!Obligation of Mortgagor. Mortgagor shall pay the cost of releasing or satisfying this Mortgage of record. 18.!No Transfer. It is understood and agreed by Mortgagor that as part of the inducement to Mortgagee to make the loan evidenced by the Note, Mortgagee has considered and relied on the creditworthiness and reliability of Mortgagor. Mortgagor covenants and agrees not to sell, convey, transfer, lease or further encumber any interest in or any part of the Mortgaged Property without the prior written consent of Mortgagee, and any such sale, conveyance, transfer, lease or encumbrance made without Mortgagees prior written consent shall be void. If any person should obtain an interest in all or any part of the Mortgaged Property pursuant to the execution or enforcement of any lien, security interest or other right, whether superior, equal or subordinate to this Mortgage or the lien hereof, such event shall be deemed to be a transfer by Mortgagor and an event of default hereunder. 19.!Default Rate. The Default Rate shall be the highest rate permitted by applicable Buubdinfou;!Npsuhbhf!boe!Tfdvsjuz!Bhsffnfou!!)Mput!5!boe!6-!Cmpdl!2-!Dvekpf!Pdfbo!Tipsft-!Dvekpf!Lfz!)Sftpvmujpo** law. 6 Qbdlfu!Qh/!2697 I/:/e 20.!Changes to Mortgage. No modifications to this Mortgage or to any other loan document executed in connection herewith shall be valid or effective unless the same is in writing and signed by Mortgagor and Mortgagee. 21.!Hazardous Waste. Mortgagor warrants and represents to Mortgagee after thorough investigation: (a)!That neither Mortgagor nor any other person to Mortgagors knowledge, after reasonable inquiry, has ever used the Mortgaged Property as a facility for the storage, treatment or disposal of any Hazardous Substances, as that term is hereinafter defined. (b)!That the Mortgaged Property is now and at all times hereafter will continue to be in full compliance with all Federal, state and local Environmental Laws (as that term is defined hereinafter), including but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA), 42 U.S.C. §9601, et seq., the Superfund Amendments and Reauthorization Act of 1986 (SARA), Public Law 99-499, 100 Stat. 1613, the Resource Conservation and Recovery Act (RCRA), 42 U.S.C. §6901, et seq., the Florida Resource Recovery and Management Act, Section 403.701, et seq., Florida Statutes, the Pollutant Spill Prevention and Control Act, Sections 376.011-376.17 and 376.19-376.21, Florida Statutes, as the same may be amended from time to time and all ordinances, regulations, codes, plans, orders, and decrees now existing or in the future enacted, promulgated, adopted, entered or issued, both within and outside present contemplation of Mortgagor and Mortgagee. (c)!That (i) as of the date hereof there are no hazardous or toxic materials, substances, wastes or other environmentally regulated substances (including solids or gaseous products and any materials containing asbestos), the presence of which is limited, regulated or prohibited by any state, federal or local governmental authority or agency having jurisdiction over the Mortgaged Property, or which are otherwise known to pose a hazard to health or safety of occupants of the Mortgaged Property, located on, in or under the Mortgaged Property or used in connection therewith, and (ii) Mortgagor has fully disclosed to Mortgagee in writing the existence, extent and nature of any such hazardous or toxic material waste or other environmentally regulated substance, which Mortgagor is legally authorized and empowered to maintain on, in or under the Mortgaged Property or use in connection therewith, and Mortgagor has obtained and will maintain all licenses, permits and approvals required with respect thereto, and is in full compliance with all of the terms, conditions and requirements of such licenses, permits and approvals. (d)!That Mortgagor shall notify Mortgagee of any change in the nature or extent of any hazardous or toxic materials, substances or wastes maintained on, in or under the Mortgaged Property or used in connection therewith, and will transmit to Mortgagee copies of any governmental or non-governmental communication, citations, orders, or notices received with respect to any other hazardous materials, substances, wastes or other environmentally regulated substances affecting the Mortgaged Property. (e)!That Mortgagor is not aware of, nor has the Mortgagor nor any of its subsidiary or affiliated entities received notice of, any past, present or future events, conditions, Buubdinfou;!Npsuhbhf!boe!Tfdvsjuz!Bhsffnfou!!)Mput!5!boe!6-!Cmpdl!2-!Dvekpf!Pdfbo!Tipsft-!Dvekpf!Lfz!)Sftpvmujpo** circumstances, activities, practices, incidents, actions or plans which may interfere with or prevent compliance or continued compliance with Environmental Laws or any ordinance, regulation, code, 7 Qbdlfu!Qh/!2698 I/:/e plan, order, decree, judgment, injunction, notice or demand letter issued, entered, promulgated or approved thereunder, or which may give rise to any common law or legal liability, or otherwise form the basis of any claim, action, demand, suit, proceeding, hearing, study or investigation, based on or related to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling, or the emission, discharge, release or threatened release into the environment, of any Hazardous Substance. (f)!That there is no civil, criminal or administrative action, suit, demand, claim, hearing, notice or demand letter, notice of violation, investigation, or proceeding pending or threatened against Mortgagor or the Mortgaged Property, relating in any way to any Environmental Laws or any regulation, code, plan, order, decree, judgment, injunction, notice or demand letter issued, entered, promulgated or approved thereunder. (g)!Mortgagor hereby agrees to indemnify, reimburse, defend and hold harmless Mortgagee, its officers, directors, employees, successors and assigns from and against all demands, claims, civil or criminal actions or causes of action, liens, assessments, civil or criminal penalties or fines, losses, damages, liabilities, obligations, costs, disbursements, expenses or fees of any kind or of any nature (including, without limitation, cleanup costs, attorneys, consultants or experts fees and disbursements and costs of litigation at trial and appellate levels) which may at any time be imposed upon, incurred by or asserted or awarded against, Mortgagee directly or indirectly, resulting from: (i) any acts or activities of Mortgagor, its agents, employees or contractors, at, on or about the Mortgaged Property which contaminate air, soils, surface waters or groundwaters over, on or under the Mortgaged Property; (ii) arising from or out of any Hazardous Substance on, in or under the Mortgaged Property; (iii) pursuant to or in connection with the application of any Environmental Law to the acts or omissions of Mortgagor or any other person and any environmental damage alleged to have been caused, in whole or in part, by the transportation, treatment, storage, or disposal of any Hazardous Substance or (iv) arising from or in relation to the presence, whether past, present or future, of any Hazardous Substances on the Mortgaged Property. Without limiting the foregoing, this indemnification provision specifically protects Mortgagee against any claim or action from activities described in (i), (ii), (iii) or (iv) above, based in whole or in part upon any environmental statute, rule, regulation or policy, including but not limited to Chapters 403 and 376, Florida Statutes, the Florida Administrative Code, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, (CERCLA) 42 U.S.C. §9601, et seq., as amended, the Resource Conservation and Recovery Act, 42 U.S.C. §6901, et seq., and other laws, whether now in existence or enacted in the future. Mortgagors indemnification obligation hereunder shall be one of strict liability and shall be enforceable without regard to any fault or knowledge of Mortgagee with respect to any act or omission or condition or event which is the basis of the claim under such indemnification obligation. Mortgagors obligation under this section shall not be limited to any extent by the term of the Note or other obligations secured hereby, and such obligation shall continue, survive and remain in full force and effect notwithstanding payment in full or other satisfaction or release of said Note (and other obligations secured hereby) and this Mortgage, or any foreclosure under this Buubdinfou;!Npsuhbhf!boe!Tfdvsjuz!Bhsffnfou!!)Mput!5!boe!6-!Cmpdl!2-!Dvekpf!Pdfbo!Tipsft-!Dvekpf!Lfz!)Sftpvmujpo** Mortgage, or any delivery of a deed in lieu of foreclosure. The provisions of this Section shall be deemed to survive and continue in full force and effect after any foreclosure or other proceeding 8 Qbdlfu!Qh/!2699 I/:/e by which the Mortgagee, and its successors and assigns succeed to ownership of the Mortgaged Property. As used herein, Environmental Law means any federal, state, or local statutory or common law relating to pollution or protection of the environment, including without limitation, any common law of nuisance or trespass, and any law or regulation relating to emissions, discharges, releases or threatened releases of Hazardous Substances into the environment (including without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Substances. As used herein, Hazardous Substance means any substance or material (i) identified in Section 101(14) of CERCLA, 42 U.S.C. §9601(14), as the same may be amended from time to time, or (ii) determined to be toxic, a pollutant or contaminant, under federal, state or local statute, law, ordinance, rule or regulation or judicial or administrative order or decision, as same may be amended from time to time, including but not limited to petroleum and petroleum products as defined in Section 376.301(10), Florida Statutes, as same may be amended from time to time. (h)!Mortgagee shall have the right, in its sole discretion, to require Mortgagor to periodically (but not more frequently than annually unless an Environmental Complaint is then outstanding) perform (at Mortgagor expense) an environmental audit and, if deemed necessary by Mortgagee, an environmental risk assessment, each of which must be satisfactory to Mortgagee in its sole discretion, of the Mortgaged Property, hazardous waste management practices and/or hazardous waste disposal sites used by Mortgagor. Such audit and/or risk assessment must be by an environmental consultant satisfactory to Mortgagee. Should Mortgagor fails to perform such environmental audit or risk assessment within thirty (30) days of the Mortgagees written request, Mortgagee shall have the right but not the obligation to retain an environmental consultant to perform such environmental audit or risk assessment. All costs and expenses incurred by Mortgagee in the exercise of such rights shall bear interest at the default rate set forth in the Note and shall be secured by this Mortgage and shall be payable by Mortgagor upon demand or charged to Mortgagor loan balance at the discretion of Mortgagee. (i)!Any breach of any warranty, representation or agreement contained in this Section shall be an Event of Default hereunder and shall entitle Mortgagee to exercise any and all remedies provided in this Mortgage, or otherwise permitted by law. 22.!Documentary Stamp Tax/Intangible Tax. Mortgagor, its heirs, personal representatives, successors and assigns, indemnify and agree to defend and hold Mortgagee harmless against Florida documentary stamp and intangible taxes, if any, imposed upon Mortgagee by virtue of its execution and acceptance of this document or its ownership of the Note, and as from time to time further modified and restated, including any penalties, interest, and attorneys fees incurred by Mortgagee in connection therewith, and all such charges shall be secured by the lien of the Mortgage, and as from time to time amended, and bear interest at the default rate provided in the Note from the date of advance by Mortgagee until paid by Mortgagor. The provisions of this paragraph shall survive the repayment of the Note and the indebtedness Buubdinfou;!Npsuhbhf!boe!Tfdvsjuz!Bhsffnfou!!)Mput!5!boe!6-!Cmpdl!2-!Dvekpf!Pdfbo!Tipsft-!Dvekpf!Lfz!)Sftpvmujpo** evidenced thereby, and satisfaction of the Mortgage, and shall continue for so long as a claim may be asserted by the State of Florida or any of its agencies. 9 Qbdlfu!Qh/!269: I/:/e 23. Additional Covenant. Mortgagor covenants and agrees with Mortgagee that no part of any Loan proceeds or advances evidenced by or referenced in this Mortgage, and no part of any other amounts or sums derived from any property which secures repayment of such Loan proceeds or advances, including, without limitation, any accounts, payment intangibles, money, rents, issues or profits, will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. 24. Additional Paragraphs. In the event Mortgagor and Mortgagee agree to further covenants in this Mortgage requiring any additional paragraph or paragraphs, such paragraph or paragraphs shall be attached to this Mortgage under the heading of Rider and shall be part of this Mortgage as if set out in full herein. IN WITNESS WHEREOF, this instrument has been executed on the date first above written. WITNESSES: HABITAT FOR HUMANITY OF KEY WEST AND LOWER FLORIDA KEYS, INC., a Florida not for profit corporation Print Name:__________________________ By: As: Print Name:_________________________ STATE OF FLORIDA COUNTY OF Sworn to and subscribed before me by means of \[ \] physical presence or \[ \] online notarization this _____ day of _______________ 2022 by ______________________ as _________________________ of HABITAT FOR HUMANITY OF KEY WEST AND LOWER FLORIDA KEYS, INC., a Florida not for profit corporation, who \[_\] is personally known or \[ \] has produced a driver's license as identification. Notary Public Print Name: Buubdinfou;!Npsuhbhf!boe!Tfdvsjuz!Bhsffnfou!!)Mput!5!boe!6-!Cmpdl!2-!Dvekpf!Pdfbo!Tipsft-!Dvekpf!Lfz!)Sftpvmujpo** My Commission Expires: 10 Qbdlfu!Qh/!26:1 I/:/f PROMISSORY NOTE For the purposes of this Note the following definitions shall apply: PRINCIPAL AMOUNT: $400,000.00 U.S. DATE OF NOTE: _________________________ 2022 MATURITY DATE: _________________________ 2027 MAKER/BORROWER HABITAT FOR HUMANITY OF KEY WEST AND LOWER FLORIDA KEYS, INC., a Florida not for profit corporation 471 Overseas Highway, Suite 102 Key West, Florida 33040 PAYEE/LENDER: MONROE COUNTY COMPREHENSIVE PLAN LAND AUTHORITY, a land authority under Section 380.0663 (1) 1200 Truman Avenue, Suite 207 Key West, Florida 33040 for the benefit of Lender SUCH THAT; FOR VALUE RECEIVED, the undersigned and if more than one, jointly and severally to the Maker in writing from time to time, in legal tender of the United States, the Principal Amount of this Note, or so much thereof as may be advanced by the Payee pursuant to Mortgage and Security Agreement of even date herewith between the Maker and the Payee (together with any Mortgage terms used herein and not otherwise defined herein having the meanings given to such terms in said Mortgage), together with interest at the applicable Interest Rate on the unpaid balance of the Principal Amount. During the term hereof, payments will be made as single balloon payment of principal on the Maturity Date which shall be ________________ 2027. Notwithstanding the foregoing, in the event the real property located at 22936 Overseas Highway, Cudjoe Key, Florida 33042, which is encumbered by a Mortgage and Security Agreement executed on even date herewith is conveyed to the Monroe County Board of County Commissioners with marketable title and certificates of occupancy on four (4) residential units, on or before ________________, 2027, then the Buubdinfou;!Qspnjttpsz!Opuf!!)Mput!5!boe!6-!Cmpdl!2-!Dvekpf!Pdfbo!Tipsft-!Dvekpf!Lfz!)Sftpvmujpo** outstanding balance secured by this Promissory Note and Mortgage and Security Agreement executed on even date herewith shall be forgiven and Maker/Borrower shall be discharged any obligation of repayment. Qbdlfu!Qh/!26:2 I/:/f All payments shall be applied first to accrued and unpaid interest due hereunder and the balance to principal. The Borrower will be in default under this agreement and all the documents given in connection herewith and Lender may declare it immediately due and payable upon the occurrence of any of the following Events: (i) when permitted under any security agreement or mortgage now or hereafter in effect securing payment hereof; or (ii) upon any default in the payment of any sum after the same shall become due hereunder or due by the Borrower hereof to the Lender under any other promissory note or under any security instrument or other written obligation of any kind now existing or hereafter created; or (iii) if Borrower fails to perform any of the Affirmative Duties to be performed by Borrower in this Agreement or any document given in connection herewith, and such failure continues for 30 days after written notice thereof has been given to Borrower by the Lender, or (iv) if Borrower defaults in any payment of principal or interest on obligation for borrowed money beyond any grace period provided with respect thereto, or in the performance of any other agreement, term, or condition contained in any agreement under which such obligation to cause such obligation to become due prior to its stated maturity; After maturity, whether by acceleration or otherwise, this Note shall bear interest at the highest rate allowed by law. While Borrower is in default and at any time thereafter during the continuance of such default, the Lender may, at the same or different times, take one or more of the following actions: (i) terminate its commitment to make loans or future advances hereunder, (ii) the Lender may, by giving written notice to the Borrower, increase the interest rate on the unpaid principal balance to eighteen (18) percent per annum until such event of default is satisfied to the terms of this and all other agreements given in connection herewith, (iii) the Lender may, by giving written notice to the Borrower then or any time thereafter, in absolute discretion, declare the amount then remaining unpaid on any notes or renewal notes issued under this Agreement to be forthwith due and payable, anything herein contained or in any note or any renewal note to the contrary notwithstanding. Notwithstanding anything herein to the contrary, the interest rate applicable to this Note shall at no time exceed the maximum rate permitted by applicable law whether now or hereafter in effect. All payments made hereunder shall be applied first to accrued interest then due and owing; next to amounts expended by Lender to cure any defaults under this Note, the Mortgage and Security Agreement referenced hereinabove, or any other loan documents executed in and payable to Lender under the Note, the Mortgage and Security Agreement or any other loan documents executed in connection herewith; and next the balance, if any, to principal. Time is of the essence under this Note and, upon failure to pay any sum hereunder on the Due Date thereof, the Maker and each endorser, surety and guarantor, jointly and severally (except as may otherwise be provided in any guaranty applicable by its terms to the indebtedness evidenced hereby), shall pay all costs of collection of this Note, including but not limited to, reasonable Buubdinfou;!Qspnjttpsz!Opuf!!)Mput!5!boe!6-!Cmpdl!2-!Dvekpf!Pdfbo!Tipsft-!Dvekpf!Lfz!)Sftpvmujpo** suit is brought and whether incurred at trial, retrial, in bankruptcy or on appeal; provided, however, Lender is the prevailing party in the event of any 2 Qbdlfu!Qh/!26:3 I/:/f suit brought by Lender. This Note and all sums due hereunder shall bear interest at the Default Rate, from the Due Date until paid. This Note is the subject of and is subject to the Mortgage and Security Agreement executed on even date herewith. This Note and all of the other Obligations are secured by a Real Estate Mortgage, Assignment, and Security Agreement of even date herewith from the Maker to the Payee (the , to which reference is hereby made for a description of said real property and other collateral, the nature and extent of the security, the rights of the Payee in respect thereof and the terms and conditions upon which this Note is issued. The Payee shall be under no duty to enforce payment out of the Collateral securing this Note. A default under the terms of the Mortgage or any of the other Loan Documents executed in connection therewith shall be and constitute a default under this Note. The unpaid balance of the Principal Amount, plus accrued and unpaid interest thereon, and all of the other Obligations, shall become due and payable at the option of the Payee upon the happening of any event by which said sums shall or may become due and payable under the terms of the Mortgage or the other Loan Documents. This Note may not be changed orally, but only by an agreement in writing, signed by the party against whom enforcement or any waiver, change, modification or discharge is sought. The provisions of this Note shall be construed and interpreted, and all rights and obligations of the parties hereunder determined in accordance with the laws of the State of Florida. This Note is being executed and delivered by the Maker to the Payee in Monroe County, Florida. WAIVER OF JURY TRIAL. MAKER AND PAYEE (BY ACCEPTANCE HEREOF) HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE, AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR PAYEE EXTENDING CREDIT TO MAKER. FURTHER, MAKER HEREBY CERTIFIES THAT REPRESENTED, EXPRESSLY OR OTHERWISE, THAT PAYEE WOULD NOT, IN THE EVENT OF SUCH LITIGATION OR OTHERWISE, SEEK TO ENFORCE THIS WAIVER OF TRIAL BY JURY PROVISION. Buubdinfou;!Qspnjttpsz!Opuf!!)Mput!5!boe!6-!Cmpdl!2-!Dvekpf!Pdfbo!Tipsft-!Dvekpf!Lfz!)Sftpvmujpo** 3 Qbdlfu!Qh/!26:4 I/:/f Dated this __________ day of _____________, 2022. Borrower: HABITAT FOR HUMANITY OF KEY WEST AND LOWER FLORIDA KEYS, INC., a Florida not for profit corporation ___________________________________________ By: As: Buubdinfou;!Qspnjttpsz!Opuf!!)Mput!5!boe!6-!Cmpdl!2-!Dvekpf!Pdfbo!Tipsft-!Dvekpf!Lfz!)Sftpvmujpo** Qbdlfu!Qh/!26:5