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MORTGAGEPrepared by: Terry Malcolm -Smith City of Clearwater Economic Development & Housing Dept. P.O. Box 4748 Clearwater, FL 33758-4748 CITY OF CLEARWATER ECONOMIC DEVELOPMENT AND HOUSING DEPARTMENT MORTGAGE PURPOSE OF LOAN: Rehabilitation of Property THIS MORTGAGE, is made on or as of this day of April, 2024 by and between THE KIND3ERLY HOME, INC, a Florida not-for-profit corporation, hereinafter called "Mortgagor", whose mailing address is 1189 N.E. Cleveland Street, Clearwater, Florida 33755 and THE CITY OF CLEARWATER, FLORIDA, a Florida municipal corporation, whose mailing address is P.O. Box 4748, Clearwater, Florida 33758, hereinafter called the "Mortgagee" or "Lender". WITNESSETH, that to secure the payment of an indebtedness in the principal amount of One Hundred Seventy -Eight Thousand Two Hundred Fourteen Dollars and 05/100 Cents ($178,214.05) with, if applicable, interest thereon, which shall be payable in accordance with a certain note, bond, or other obligation, which obligation is hereinafter called the "Note", bearing even date herewith, and all other indebtedness which the Mortgagor is obligated to pay to the Mortgagee pursuant to the provisions of the Note and this Mortgage, the Mortgagor hereby grants, conveys, and mortgages to the Mortgagee: ALL that certain lot, piece, or parcel of land situated and being in Pinellas County, Florida, described as follows: Exhibit "A" attached. COMMONLY KNOWN AS: 1180 Grove Street, Clearwater, Florida 33755 Parcel ID:15-29-15-03060-004-0350 TOGETHER with all appurtenances thereto and all the estate and rights of the Mortgagor in and to such property or in any way appertaining thereto: all buildings and other structures now or hereafter thereon erected or installed, and all fixtures and articles of personal property now or hereafter attached to, or used in, or in the operation of, any such land, buildings, or structures which are necessary to the complete use and occupancy of such buildings or structures for the purposes for which they were or are to be erected or installed, including, but not limited to, all heating, plumbing, bathroom, lighting, cooking, laundry, ventilating, refrigerating, incinerating, and air-conditioning equipment and fixtures, and all replacements thereof and additions thereto, whether or not the same are or shall be attached to such land, buildings, structures in any manner, lot improvements, roads, and all other infrastructure improvements, and; Kimberly Home, Inc. Community Development Block Grant (CDBG) Mortgage THIS MORTGAGE IS EXEMPT FROM INTANGIBLE TAX April 5, 2024 Page 1 TOGETHER with any and all awards now or hereafter made for the taking of the property mortgaged hereby, or any part thereof (including any easement) by the exercise of the power of eminent domain, including any award for change of grade of any street or other roadway, which awards are hereby assigned to the Mortgagee and are deemed a part of the property mortgaged hereby, and the Mortgagee is hereby authorized to collect and receive the proceeds of such awards, to give proper receipts and acquaintance therefore, and to apply the same toward the payment of the indebtedness secured by this Mortgage, notwithstanding the fact that the amount owing thereon may not then be due and payable; and the Mortgagor hereby agrees, upon request, to make, execute, and deliver any and all assignments and other instruments sufficient for the purpose of assigning each such award to the Mortgagee, free, clear and discharged of any encumbrances of any kind or nature whatsoever; and TOGETHER with all right, title, and interest of the Mortgagor in and to the land lying in the streets and roads in front of and adjoining the above-described land (all of the above-described land, buildings, other structures, fixtures, articles of personal property, awards and other rights and interests being hereinafter collectively called the "Mortgaged Property"). TO HAVE AND TO HOLD the Mortgaged Property and every part thereof unto the Mortgagee, its successors and assigns forever for the purposes and uses herein set forth. PROVIDED ALWAYS that if the Mortgagor shall pay unto the Mortgagee all sums required under the terms of the Note, which Note is in the original principal amount of $178,214.05 and has a maturity date of April 5, 2044 (Exhibit "B" attached hereto), unless such maturity is accelerated as set forth in the Note, and shall comply with and abide by eia and every one of the stipulations, agreements, conditions, and covenants of the Loan Documents, as defined below, then in such event this Mortgage and Security Agreement and the estate hereby created shall cease and be null and void. MORTGAGOR further covenants and agrees with the Mortgagee, as follows: 1.The Mortgagor will promptly pay the principal of and interest on the indebtedness evidenced by the Note, and all other charges and indebtedness provided therein and, in this Mortgage, at the times and in the manner provided in the Note and in this Mortgage. The Commitment Letter, the Note, the Amended Land Use Restriction Agreement, and the CDBG Agreement (all executed on even date herewith) together with this Mortgage shall hereinafter collectively be referred to as the "Loan Documents". 2. The Mortgagor will pay when due, as hereinafter provided, all ground rents, if any, and all taxes, assessments, water rates and other governmental charges, fines, and impositions, of every kind and nature whatsoever, now or hereafter imposed on the Mortgaged Property, or any part thereof, and will pay when due every amount of indebtedness secured by any lien to which the lien of this Mortgage is expressly subject. 3. This Mortgage and the Note were executed and delivered to secure monies advanced in full to the Mortgagor by the Mortgagee as or on account of a loan evidenced by the Note, for the purpose of rehabilitation of property and/or making improvements to or on the Mortgaged Property, which improvements are hereinafter collectively called "Improvements", and for such other purpose, if any, described or referred to therein, including acquisition and improvements of the Mortgage Property. The Mortgagor shall make or cause to be made all the improvements. If the construction or installation of the improvements shall not be carried out with reasonable diligence, or shall be discontinued at any time for any reason, other than strikes, lock -outs, acts of God, fires, floods, or other similar catastrophes, riots, war or insurrection, the Mortgagee, after due notice to the Mortgagor, is hereby authorized (a) to enter upon the Mortgaged Property and employ any watchmen, protect the improvements from depreciation or injury and to preserve and protect such property, (b) to carry out any and all then existing contracts between the Mortgagor and other parties for the purpose of making any of the improvements, (c) to make and enter into additional contracts and incur obligations for the purposes of completing the improvements pursuant to the obligations of the Mortgagor hereunder, either in the name of the Mortgagee or the Mortgagor, and (d) to pay and discharge all debts, obligations, and liabilities incurred by reason of any action taken by the Mortgagee as provided in this paragraph, all of which amounts so paid by the Mortgagee, with interest thereon from the date of each such payment, at the rate as set forth in the Note plus three percent (3%) per annum, not to exceed the maximum allowed by law, shall be payable by the Mortgagor to the Mortgagee on demand and shall be secured by this Mortgage. Kimberly Home, Inc. Community Development Block Grant (CDBG) Mortgage April 5, 2024 Page 2 4. No building or other structure or improvement, fixture of personal property mortgaged hereby shall be removed or demolished without the prior written consent of the Mortgagee. The Mortgagor will not make, permit or suffer any alteration of or addition to any building or other structure or improvement now or which may hereafter be erected or installed upon the Mortgaged Property, or any part thereof, except the improvements required to be made Pursuant to Paragraph 3 hereof, nor will the Mortgagor use, or permit or suffer the use of any of the Mortgaged Property for any purpose other than the purpose or purposes for which the same is now intended to be used, without the prior written consent of the Mortgagee. The Mortgagor will maintain the Mortgaged Property in good condition and state of repair and will not suffer or permit any waste to any part thereof and will promptly comply with all the requirements of Federal, state and local governments, or of any departments, divisions or bureaus thereof, pertaining to such property or any part thereof. 5. Preservation, Maintenance, and Protection of the Property. Borrower shall not destroy, damage, or impair the Mortgaged Property, allow the Mortgaged Property to deteriorate or commit waste on the Mortgaged Property. Borrower shall maintain the Mortgaged Property in order to prevent the Mortgaged Property from deterioration or decrease in value due to its condition. Borrower shall comply with all City Codes relating to maintenance of the Mortgaged Property and shall repair or restore the Mortgaged Property upon Notice by the City. Failure to comply with this provision may result in Borrower's loan being placed in default. 6. Transfer of the Property, Encumbrances. Except for the direct sale of the unit to a qualified owner -occupant, if all or any part of the Property or an interest therein is sold or transferred by Mortgagor without Lender's prior written consent, including the creation of a lien or encumbrance subordinate to this Mortgage, the sums hereunder and under the Note shall be immediately due and payable with interest due from the date of this Mortgage and Note without further notice to Mortgagor, or Mortgagor's successor or assigns. 7. The Mortgagor will not voluntarily create, or permit or suffer to be created or to exist, on or against the Mortgaged Property, or any part thereof, any lien superior to the lien of this Mortgage, exclusive of the lien or liens, if any, to which this Mortgage is expressly subject, as set forth in the granting clause above, and will keep and maintain the same free from the claims of all parties supplying labor or materials which will enter into the construction or installation of the improvements. 8. (a) The Mortgagor will keep all buildings, other structures and improvements, including equipment, now existing or which may hereafter be erected or installed on the Mortgaged Property, insured against loss by fire and other hazards, casualties and contingencies, in such amounts and manner, and for such periods, all as may be required from time to time by the Mortgagee. Unless otherwise required by the Mortgagee, all such insurance shall be affected by Standard Fire and Extended Coverage Insurance policies, in amounts not less than necessary to comply with the coinsurance clause percentage of the value applicable to the location and character of the property to be covered. All such insurance shall be carried in companies approved by the Mortgagee and all policies therefore shall be in such form and shall have attached thereto loss payable clauses in favor of the Mortgagee and any other parties as shall be satisfactory to the Mortgagee. All such policies and attachments thereto shall be delivered promptly to the Mortgagee, unless they are required to be delivered to the holder of a lien of a mortgage or similar instrument to which this Mortgage is expressly subject, in which latter event, certificates thereof, indicating Mortgagee's interest with the standard mortgage clause, satisfactory to the Mortgagee, shall be delivered promptly to the Mortgagee. The Mortgagor will pay promptly when due, as hereinafter provided, any and all premiums on such insurance, and in every case in which payment thereof is not made from the deposits therefore required by this Mortgage, promptly submit to the Mortgagee for examination receipts or other evidence of such payment as shall be satisfactory to the Mortgagee. The Mortgagee may obtain and pay the premium on (but shall be under no obligation to do so) every kind of insurance required hereby if the amount of such premium has not been deposited as required by this Mortgage, in which event the Mortgagor will pay to the Mortgagee every premium so paid by the Mortgagee, as set forth in this Mortgage. (b) In the event of loss or damage to the Mortgaged Property, the Mortgagor will give to the Mortgagee immediate notice thereof by mail, and the Mortgagee may make and file proof of loss if not made otherwise promptly by or on behalf of the Mortgagor. Each insurance company issuing any such policy is hereby authorized and directed to make payment hereunder for such loss to the Mortgagor and the Mortgagee jointly, unless the amount of loss is payable first to the holder of a lien under a mortgage or similar instrument to which this Mortgage is expressly subject; and all the insurance proceeds, or any part thereof, if received by the Mortgagee, may be applied by the Mortgagee, at its option, either in reduction of the indebtedness hereby secured, or to the restoration or repair of the Mortgaged Property damaged. In the event of foreclosure of this Mortgage, or of any transfer of title to the Mortgaged Property in extinguishment of such indebtedness, all right, title, and interest of the Mortgagor in and to every such insurance policy then in force, subject to the rights and interest of the holder of any such prior lien, shall pass to the grantee acquiring title to the Mortgaged Property together with such policy and appropriate assignment of such right, title and interest which shall be made by the Mortgagor. Kimberly Home, Inc. Community Development Block Grant (CDBG) Mortgage April 5, 2024 Page 3 9. The Improvements and all plans and specifications therefore shall comply with all applicable municipal ordinances, regulations and rules made or promulgated by lawful authority, and upon their completion, shall comply therewith and with the rules of the Board of Fire Underwriters having jurisdiction. 10. Upon any failure by the Mortgagor to comply with or perform any of the terms, covenants, or conditions of this Mortgage requiring the payment of any amount of money by the Mortgagor, other than the principal amount of the loan evidenced by the Note, interest and other charges, as provided in the Note, the Mortgagee may at its option make such payment. Every payment so made by the Mortgagee (including reasonable attorney's fees incurred thereby), with interest thereon from the date of such payment, as set forth in Paragraph 3, above, except any payment for which a different rate of interest is specified herein, shall be payable by the Mortgagor to the Mortgagee on demand and shall lien secured by this Mortgage. This Mortgage with respect to any such amount and the interest thereon shall constitute a lien on the Mortgaged Property prior to any other lien attaching or accruing subsequent to the lien of this Mortgage. 11. The Mortgagee, by any of its agents or representatives, shall have the right to inspect the Mortgaged Property from time to time at any reasonable hour of the day. Should the Mortgaged Property, or any part thereof, at any time require inspection, repair, care or attention of any kind or nature not provided by this Mortgage as determined by the Mortgagee in its sole discretion, the Mortgagee may, after notice to the Mortgagor, enter or cause entry to be made upon the Mortgaged Property and inspect, repair, protect, care for or maintain such property, as the Mortgagee may in its sole discretion deem necessary, and may pay all amounts of money therefore, as the Mortgagee may in its sole discretion deem necessary. 12. The principal amount owing on the Note together with interest thereon and all other charges, as therein provided, and all other amounts of money owing by the Mortgagor to the Mortgagee pursuant to and secured by the Mortgage, shall immediately become due and payable without notice or demand upon the appointment of a receiver or liquidator, whether voluntary or involuntary, for the Mortgagor or any of the property of the Mortgagor, or upon the filing of a petition by or against the Mortgagor under the provisions of any State insolvency law, or under the provisions of the Bankruptcy Act of 1898, as amended, or upon the making by the Mortgagor of an assignment for the benefit of the Mortgagor's creditors. The following events and any other event or condition of default referenced in the other Loan Documents shall constitute a default: (a) Failure to pay the amount of any installment of principal and interest, or other charges payable on the Note, which shall have become due, prior to the due date of the next such installment. (b) Nonperformance by the Mortgagor of any covenant, agreement, term or condition of this Mortgage, or of the Note (except as otherwise provided in subdivision (a) hereof) or of any other agreement heretofore, herewith or hereafter made by the Mortgagor with the Mortgagee in connection with such indebtedness, after the Mortgagor has been given due notice by the Mortgagee of such nonperformance; (c) Failure of the Mortgagor to perform any covenant, agreement, term or condition in any instrument creating a lien upon the Mortgaged Property, or any part thereof, which shall have priority over the lien of this Mortgage; (d) The Mortgagee's discovery of the Mortgagor's failure in any application of the Mortgagor to the Mortgagee to disclose any fact deemed by the Mortgagee to be material, or of the making therein, or in any of the agreements entered into by the Mortgagor with the Mortgagee (including but not limited to the Loan Documents) of any misrepresentation by, on behalf of, or for the benefit of the Mortgagor; (e) The sale, or other transfer of any kind or nature of the Mortgaged Property, or any part thereof, without the prior written consent of the Mortgagee. Upon such occurrence, the sums hereunder and under the Note shall be immediately due and payable with interest due from the date of this Mortgage and Note without further notice to Mortgagor, or Mortgagor's successor or assigns. Failure of the Mortgagor to operate the property as a transitional rental facility for pregnant women. (0 In the event of default under this Mortgage or any of the other Loan Documents, the City's remedies after providing written notice of default to Mortgagor and thirty (30) days to cure (except when expressly not required to do so under this section) shall include but not be limited to the right to acceleration of all sums due under the Note and foreclose on the land subject to the Mortgage; and the City shall be entitled to collect any costs related to foreclosure including reasonable attorney's fees. The City retains all other rights and remedies available at law or in equity. The Mortgagee's failure to exercise any of its rights hereunder shall not constitute a waiver thereof. Upon failure to Kimberly Home, Inc. Community Development Block Grant (CDBG) Mortgage April 5, 2024 Page 4 cure any event of default, as detailed in this Section 12, the Note may be declared to be immediately due and payable. 13. The Mortgagee may from time to time cure each default under any covenant or agreement in any instrument creating a lien upon the Mortgaged Property, or any part thereof, which shall have priority over the lien of this Mortgage, to such extent as the Mortgagee may exclusively determine, and each amount Paid, if any, by the Mortgagee to cure any such default shall be paid by the Mortgagor to the Mortgagee, and the Mortgagee shall also become subrogated to whatever rights the holder of the prior lien might have under such instrument. 14. After the occurrence of any default hereunder, the Mortgagor shall upon demand of the Mortgagee, surrender possession of the Mortgaged Property to the Mortgagee, and the Mortgagee may enter such property, and let the same and collect all the rents there from which are due or to become due, and apply the same, after payment of all charges and expenses, on account of the indebtedness hereby secured, and all such rents and all leases existing at the time of such default are hereby assigned to the Mortgagee as further security for the payment of the indebtedness secured hereby, and the Mortgagee may also dispossess, by the usual summary proceedings, any tenant defaulting in the payment of any rent to the Mortgagee. 15. The Mortgagee in any action to foreclose this Mortgage shall be entitled to the appointment of a receiver without notice, as a matter of right and without regard to the value of the Mortgaged Property, or the solvency or insolvency of the Mortgagor or other party liable for the payment of the Note and other indebtedness secured by this Mortgage. 16. The Mortgagor, within ten (10) days upon request in person or within twenty (20) days upon request by mail, will furnishromptly a written statement in form satisfactory to the Mortgagee, signed by the Mortgagor and duly acknowledged, of the amount then owing on the Note and other indebtedness secured by this Mortgage, and whether any offsets or defenses exist against such indebtedness or any part thereof. 17. The Mortgagor will give immediate notice by registered or certified mail to the Mortgagee of any fire, damage or other casualty affecting the Mortgaged Property, or of any conveyance, transfer or change in ownership of such property, or any part thereof. 18. Notice. All notices provided for herein shall be sent bycertified or registered return receipt requested mail, addressed to the appropriate party at the address designated fr such party in the preamble to this Mortgage, or such other address as the party who is to receive such notice may designate in writin. Notice shall be completed by depositing the same in a letterbox or other means provided for the posting of mail addressed to the party with the proper amount of postage affixed thereto. Actual receipt of notice shall not be required to effect notice hereunder. 19. In case of a foreclosure sale of the Mortgaged Property, it may be sold as one parcel. 20. The Mortgagor will not assign the rents, if any, in whole or in part, from the Mortgaged Property, or any part thereof, without the prior written consent of the Mortgagee. 21. The Mortgagor is lawfully seized of the Mortgaged Property and has good right, full power and lawful authority to sell and convey the same in the manner above provided, and will warrant and defend the same to the Mortgagee forever against the lawful claims and demands of any and all parties whatsoever. 22. The Mortgagor hereby waives the benefit of all homestead exemptions as to the debt secured by this Mortgage and as to any expenditures for insurance, taxes, levies, assessments, dues or charges incurred by the Mortgagee pursuant to any provision of this Mortgage. 23. This Mortgage and all the covenants, agreements, terms and conditions herein contained shall be binding upon and inure to the benefit of the Mortgagor and the heirs, legal representatives, and assigns of the Mortgagor and, to the extent permitted by law, every subsequent owner of the Mortgaged Property, and shall be binding upon and inure to the benefit of the Mortgagee and its assigns. If the Mortgagor, as defined herein, consists of two or more parties, this Mortgage shall constitute a grant and mortgage by all of them jointly and severally, and they shall be obligated jointly and severally under all the provisions hereof and under the Note. The word "Mortgagee" shall include any person, corporation, or other party who may from time to time be the holder of this Mortgage. Wherever used herein, the singular number shall include the plural, the plural number shall include the singular, and the use of any gender shall be applicable to all genders wherever the sense requires. IN WITNESS WHEREOF, this Mortgage has been duly signed and sealed by the Mortgagor on or as of the day and year first above written. Kimberly Home, Inc. Community Development Block Grant (CDBG) Mortgage April 5, 2024 Page 5 In the presence of: Signature of Witness THE KIMBERLY HOME, INC., a Florida not-for-profit corporation. Name of Witness (Print) BY: Kathleen M. Kelly, CEO Address of Witness Signature of Witness Name of Witness Address of Witness Name of Witness (Print) STATE OF FLORIDA COUNTY OF PINELLAS ) ) The foregoing instrument was acknowledged before me by means ofhysical presence or online notarization, this day of , 2024 by Kathleen M. Kelly, CEO of The Kimberly Home, Inc., a -Florida not-for-profit Corporation, who s personally known to me or who has produced a driver's license as identification. My Commission expires: Notary Public Kimberly Home, Inc. Community Development Block Grant (CDBG) Mortgage April 5, 2024 Page 6 EXHIBIT "A" Legal Description Lots 35 and 36, Block D, Bassedena Subdivision, according to the map or plat thereof, as recorded in Plat Book 6, Page 26 of the Public Records of Pinellas County, Florida. Kimberly Home, Inc. Community Development Block Grant (CDBG) Mortgage April 5, 2024 Page 7