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LAND RESTRICTION AGREEMENTPrepared by and Return to: Terry Malcolm -Smith City of Clearwater Economic Development & Housing P O Box 4748 Clearwater, Florida 33758 CITY OF CLEARWATER ECONOMIC DEVELOPMENT AND HOUSING DEPARTMENT LAND USE RESTRICTION AGREEMENT HOME INVESTMENT PARTNERSHIPS PROGRAM STATE HOUSING INITIATIVES PARTNERSHIPS PROGRAM THIS LAND USE RESTRICTION AGREEMENT (this "Agreement"), is made on April , 2024, by and between ARCHWAY CLEARWATER GARDENS, LLC, a Florida limited liability company ("Borrower"), its successors, assigns and transferees of the project described below, whose mailing address is 7575 Dr. Phillips Blvd. #390, Orlando, Florida 32819 and THE CITY OF CLEARWATER, FLORIDA, a Florida municipal corporation (the "City"), whose mailing address is P.O. Box 4748, Clearwater, Florida 33758-4748. WHEREAS, Borrower has acquired and intends to develop real property located at 1260 Cleveland Street, Clearwater, Florida 33755 (the "Property") for provision of 81 multifamily rental housing units for low- to moderate -income tenants as described herein (the "Project"), and agrees with the City that the Property, which is subject to a Subordinate Mortgage and Subordinate Mortgage Note executed on even date with this Agreement, shall be subject to the restrictive covenants set forth herein; and WHEREAS, Borrower agrees that the restrictive covenants shall remain in full force and effect against the Property until the end of a thirty (30) year affordability period; and WHEREAS, this Agreement shall be properly filed and recorded by the City in the Official Public Records of Pinellas County, Florida and shall constitute a restriction upon the use of the Property subject to and in accordance with the terms contained herein. NOW, THEREFORE, in consideration of funds the City has provided through the HOME Investment Partnership ("HOME") Program and the State Housing Initiatives Partnership ("SHIP") Program to the Borrower through a loan in the aggregate amount of $610,000.00 (the "Loan") to finance construction of the Project on the Property within the City of Clearwater, Pinellas County, Florida, more particularly described in Exhibit "A" attached hereto, Borrower will comply, and will require any subsequent purchaser of the Property to comply, with the following: The Borrower acknowledges that this Agreement is necessary to comply with the affordability requirements of the HOME Program as stated at 24 CFR Part 92 and the SHIP Program, from which funds were obtained to finance the Loan, and subpart B of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, 49 CFR §24.101, and therefore, Borrower covenants and agrees that in connection with the City's financing of a portion of the construction costs of the Project, that the City shall have the right to approve any transfer or sale of the Property prior to the expiration of the Affordability Period, all as more particularly set forth herein. 1. Covenants and Restrictions on Use of Funds. HOME Program and SHIP Program allocations provided to the Project through the Loan will be used for construction costs for the Project. During the Affordability Period (as defined in Section 2), six (6) units in the Project will be set aside as follows: (A) three (3) of the units in the Project will be set aside as HOME -assisted units for individuals or families whose income do not exceed eighty percent (80%) of the Area Median Income ("AMI") as determined by HUD (the "HOME Units"); and (B) three (3) units in the Project will be set aside as SHIP -assisted units for individuals or families whose income do not exceed thirty percent (30%) of AMI (the "SHIP Units", and together with the HOME Units, the "Assisted Units"). The Assisted Units shall be floating units with no direct unit number within the Project. Awardee or the manager of the Project shall identify the Assisted Units to the City at the time of initial occupancy. The HOME Units shall be rented or held available for rental on a continuous basis to persons or families who shall have a verified annual income that does not exceed eighty percent (80%) of AMI at the time of initial occupancy of a HOME Unit ("HOME Qualified Tenants"). The HOME Units must have rents which are equal to or less than thirty percent (30%) of annual incomes for households at eighty percent (80%) of AMI, adjusted for family size, in accordance with program regulations for High HOME program rents, as stated in 24 CFR Part 92 ("HOME Rents"). The calculation of HOME Rents include utilities; therefore, maximum HOME Rents must be reduced if the tenant pays for some or all of the utilities. Maximum rent limits and allowances for utilities are revised annually and are available from the City. Awardee shall establish initial HOME Rents and the procedures for future rent increases based on rules and regulations established in 24 CFR § 92.252, Rental Housing. If allowable HOME Rents increase, the Borrower may increase rents charged for HOME Units after giving appropriate notice and in accordance with the lease provisions. The SHIP Units shall be rented or held available for rental on a continuous basis to persons or families who shall have a verified annual income that does not exceed thirty percent (30%) of AMI at the time of initial occupancy of a SHIP Unit ("SHIP Qualified Tenants", and together with HOME Qualified Tenants, "Qualified Tenants"). The SHIP Units must have rents which are equal to or less than thirty percent (30%) of annual incomes for households at thirty percent (30%) of AMI, adjusted for family size ("SHIP Rents"). The calculation of SHIP Rents include utilities; therefore, maximum SHIP Rents must be reduced if the tenant pays for some or all of the utilities. Maximum SHIP Rents shall not include any payment under Section 8 of the United States Housing Act of 1937 or any other rental assistance program or any fee for supportive services that is paid to Borrower by any governmental program of assistance or any tax-exempt organization. Maximum rent limits and allowances for utilities are revised annually and are available from the City. If allowable SHIP Rents increase, the Borrower may increase rents charged for SHIP Units after giving appropriate notice and in accordance with the lease provisions. The income of Qualified Tenants shall be verified by the City or a designated party agreed to by Borrower and the City, by obtaining third party verification of current income for the Qualified Tenants and verification of assets. Source documentation evidencing annual income may include wage statements, interest statements, and unemployment compensation statements, other documentation approved by the City. In the event that neither of the above methods is suitable, Borrower may use other methods reasonably acceptable to the City to verify income. Annual income for the purpose of this Agreement shall be as defined by the U.S. Department of Housing and Urban Development for the HOME Program. The income of Qualified Tenants shall be recertified annually. A Qualified Tenant whose income exceeds the maximum allowable AMI for a HOME Qualified Tenant or SHIP Qualified Tenant, as applicable, cannot be asked to leave and shall not cause a default under this Agreement provided Borrower makes the next available unit available as a HOME Unit or SHIP Unit, as applicable. However, a Qualified Tenant whose income rises to a level above the maximum allowable AMI for a HOME Qualified Tenant or SHIP Qualified Tenant, as applicable, must pay a rent not less than thirty percent (30%) of the Qualified Tenant's adjusted monthly income, as recertified annually. All proceeds, program income and recaptured funds associated with the Project shall be returned to the City of Clearwater within thirty (30) days. Any noncompliance with the requirements of this Section shall be corrected within thirty (30) days after such error is first discovered or would have been discovered by the exercise of reasonable diligence, or, if such noncompliance cannot be cured with reasonable efforts within 30 days, for such additional time as may be reasonably necessary, provided Borrower commences the cure within the 30 -day period and thereafter proceeds diligently to complete the cure. 2. Affordability Period. For the purposes of this Agreement, the "Affordability Period" shall commence upon the date that the Project status is changed to "complete" in IDIS, HUD's project tracking system, and terminate on the thirtieth (30th) anniversary thereafter. This Agreement shall remain in effect until expiration of the Affordability Period. 3. Property Standards. The Assisted Units shall meet and maintain all applicable local codes, the Florida Building Code, ordinances, including but not limited to, zoning ordinances at the time of Project completion. All the Assisted Units must meet all applicable State and local housing quality standards, code requirements, and accessibility requirements at 24 CFR Part 8, which implements Section 504 of the Rehabilitation Act of 1973 and covered multifamily dwellings as defined at 24 CFR § 100.20, and must also meet the design and renovation requirements at 24 CFR § 100.205, which implement the Fair Housing Act. 4. Location of HOME Investment Partnership Program and State Housing Initiatives Partnership (SHIP) Program units. The location of the Assisted Units is as follows: 1260 Cleveland Street, Clearwater, Florida 33755 (Legal Description Attached as Exhibit "A"). Borrower agrees that there will be no material changes to the Assisted Units after initial commitment by the City without assurances provided by Borrower and approved by City that any proposed changes will not adversely affect the Assisted Units or any provision of this Agreement. 5. No Discrimination. Borrower shall not discriminate, as defined by Federal Statutes, on the basis of race, creed, color, sex, disability, age, familial status or national origin in the use or occupancy of the Assisted Units or in connection with the employment or application for employment of persons for the operation and management of the Project. 6. Affirmative Marketing Efforts. Borrower will follow the affirmative marketing procedures and requirements for the HOME Program to attract eligible tenants in the housing market area to the available housing without regard to race, color, national origin, sex, religion, age, familial status or disability. 7. Environmental Reviews. The rental development project must be assessed for environmental effects in accordance with the provisions of the National Environmental Policy Act of 1969 and related authorities listed in HUD's implementing regulations at 24 CFR parts 50 and 58. 8. Displacement, Relocation, and Acquisition. Borrower will take reasonable measures to minimize displacement of persons as a result of a project being assisted with HOME funds in accordance with the requirements of the Uniform Relocation Assistance and Real Properties Acquisition Act. Borrower shall be responsible for any relocation expenses incurred without City approval. 9. Lead Based Paint. Borrower shall be responsible for maintaining that all Assisted Units meet the requirements listed in the Lead Based Paint Poisoning Prevention Act and 24 CFR part 35. 10. No Conflicts with Other Documents. Borrower warrants that it has not, and will not, execute any other agreement with provisions contradictory to, or in opposition to, the provisions hereof, and that, in any event, the requirements of this Agreement are paramount and controlling as to the rights and obligations herein set forth and supersede any other requirements in conflict herewith. 11. Requests for disbursement of funds. Borrower shall request funding for the Project from the City of Clearwater in accordance with its application and approval for such funds. 12. Records. Borrower shall retain all records pertaining to Project for a period of five (5) years after audit and/or resolution of audit findings involving this loan. Borrower shall maintain accurate information regarding the occupancy for each Assisted Unit during the term of the Affordability Period and, at the request of the City, shall submit this information to the City for the City's review and comment. Borrower shall maintain documentation substantiating compliance with Affirmative Marketing Requirements. These Project records shall be made available to the City of Clearwater, U.S. Department of Housing and Urban Development and/or representatives of the Comptroller General of the United States for audit, inspection or copying purposes during normal business hours. The Owner shall maintain project records that include the following: 1. A full description of each Assisted Unit, including the location and form of HOME assistance. 2. The source and application of funds for each unit, including supporting documentation in accordance with 24 CFR § 85.20. 3. Records demonstrating that each unit meets the property standards of the lead-based paint requirements. 4. Records demonstrating that each Qualified Tenant is income eligible. 5. Records demonstrating that each Assisted Unit meets the affordability requirements set forth herein. 6. Records documenting required inspections, monitoring reviews and audit, and the resolution of any findings or concerns. 7. Records documenting equal opportunity and fair housing records. 8. Records documenting all HOME related financial activities. 9. Records documenting affirmative marketing and MBE/WBE activities. 13. Monitoring. Borrower shall permit the City or its designee to inspect all records pertaining to the Assisted Units upon reasonable notice and within normal working hours and shall submit to the City such documentation as required by the City to document compliance with this Agreement and HOME Program rules. 14. Successors Bound. This Agreement and the covenants contained herein shall run with the land and shall bind, and the benefits shall inure to, respectively, Borrower and its successors and assigns and all subsequent owners of the Project or any interest therein, and to the City for the Affordability Period set forth in this Agreement. 15. Enforcement of Terms. The benefits of this Agreement shall inure to and may be enforced by the City for the Affordability Period, whether or not the City shall continue to be the holder of the Subordinate Mortgage, whether or not the Project loan may be paid in full, and whether or not any loans issued for the purpose of providing funds for the Project are outstanding. 16. Conflict of Interest. Borrower warrants that no person covered who exercises or exercised any functions or responsibilities with respect to HOME Program activities or who is in the position to participate in decisions or gain inside information may obtain a financial interest or benefit from a HOME Program activity; or have an interest in any contract, subcontract, or agreement for themselves or for persons with business or family ties. 17. Conditions of Religious Organizations. HOME Program funds may not be used for rehabilitation or construction of housing that is owned by primarily religious organizations or to assist primarily religious organizations in acquiring housing. 18. Severability. The invalidity of any clause, part or provision of this Agreement shall not affect the validity of the remaining portion thereof. 19. Notice. All notices provided for herein shall be sent by certified or registered return receipt requested mail, or by a nationally recognized overnight courier, addressed to the appropriate party at the address designated for such party in the preamble to this Agreement, or such other address as the party who is to receive such notice may designate in writing. Notice by mail 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. Notices sent by a nationally recognized overnight courier service shall be deemed delivered the next business day after deposit with such courier unless the records of such courier indicate a later delivery in which case the notice shall be deemed received on the date of delivery. 20. Defaults and Remedies. If Borrower shall fail to observe or perform any covenant, condition, or agreement contained herein on its part to be observed or performed, then and in such event, the City shall be entitled to after providing written notice of default and thirty (30) days to cure, or, if such default cannot be cured with reasonable efforts within 30 days, for such additional time as may be reasonably necessary, provided Borrower commences the cure within the 30 -day period and thereafter proceeds diligently to complete the cure, in addition to all other remedies provided by law or in equity: 1. To compel specific performance by Borrower of its obligations under this Agreement, it being recognized that the beneficiaries of Borrower obligations hereunder cannot be adequately compensated by monetary damages in the event of Borrower's default. 2. To cause Borrower to pay to the City an amount equal to all HOME funds loaned to Borrower, less any principal balance previously repaid by Borrower, if any HOME -assisted unit is knowingly, or by Borrower's gross negligence, rented to persons who do not comply with the requirements for such unit. 3. In addition, a default by Borrower hereunder shall constitute a default under the HOME Investment Partnership Agreement, Subordinate Mortgage, and Subordinate Mortgage Note (all of even date herewith), which will enable the City, after notice and an opportunity to cure as therein provided, to accelerate Borrower's loan and take such other actions as may be permitted under the terms of the aforementioned documents. IN WITNESS WHEREOF, this Agreement has been duly signed and sealed by the City and Borrower on or as of the day and year first above written. (CITY SIGNATURE PAGE) Approved as to Form: Matthew J. Mytych, Esq. Assistant City Attorney ,� / Date: (j City of Clearwater, Florida, a Florida municipal corporation. Jennifer`foirrier Cityier Ci Date:`_ [ //-?- `l Attest: Rosemarie Call City C1er Date: (BORROWER SIGNATURE PAGE) WITNESSES: BORROWER: Print Name: Address: Print Name: Address: STATE OF FLORIDA COUNTY OF ) Archway Clearwater Gardens, LLC, a Florida limited liability company By: Archway Clearwater Gardens Manager, LLC, a Florida limited liability company, its Manager By: Archway Partners, LLC, a Florida limited liability company, its Manager By: Brett Green, Sole Member The foregoing instrument was executed and acknowledged before me by means D physical presence or D online notarization this _ day of April, 2024 by Brett Green, as Sole Member of Archway Partners, LLC, a Florida limited liability company, the Manager of Archway Clearwater Gardens Manager, LLC, a Florida limited liability company, the Manager of Archway Clearwater Gardens, LLC, a Florida limited liability company, on behalf of said companies. He 0 is personally known to me, or 0 has produced a driver's license as identification. Notary Public, State of Florida (NOTARIAL SEAL) Name of Notary: My Commission Expires: My Commission No. EXHIBIT "A" Legal Description of Property THE WEST 100 FEET OF LOT 19, THE PADGETT ESTATE SUBDIVISION, ACCORDING TO THE MAP OR PLAT THEREOF, AS RECORDED IN PLAT BOOK 4, PAGE 11, PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA; AND LOT 18, AND THE EAST 108.5 FEET OF LOT 19, LESS THE EAST 20 FEET OF LOT 18 AND THE SOUTH 20 FEET OF LOTS 18 AND 19, PREVIOUSLY DEDICATED FOR ROAD RIGHT-OF-WAY PURPOSES, OF THE PADGETT ESTATE SUBDIVISION, ACCORDING TO THE MAP OR PLAT THEREOF, AS RECORDED IN PLAT BOOK 4, PAGE 11, PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA; AND LOTS 28, 29, 30 AND 31, RE -SUBDIVISION LOTS 11, 12, 13, 14 & 15, PADGETT'S ESTATE, ACCORDING TO THE MAP OR PLAT THEREOF, AS RECORDED IN PLAT BOOK 12, PAGE 24, PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA; AND LOT 27, RE -SUBDIVISION LOTS 11, 12, 13, 14 & 15, OF PADGETT'S ESTATE PROPERTY OF A.J. MOORE, ACCORDING TO THE MAP OR PLAT THEREOF, AS RECORDED IN PLAT BOOK 12, PAGE 24, PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA. ALSO BEING DESCRIBED AS FOLLOWS: A PARCEL OF LAND BEING A PORTION OF LOTS 18 AND 19 THE PADGETT ESTATE SUBDIVISION, ACCORDING TO THE MAP OR PLAT THEREOF, AS RECORDED IN PLAT BOOK 4, PAGE 11, PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA AND LOTS 27, 28, 29, 30 AND A PORTION OF LOT 31, RE- SUBDIVISION LOTS 11, 12, 13, 14 & 15, PADGETT'S ESTATE, ACCORDING TO THE MAP OR PLAT THEREOF, AS RECORDED IN PLAT BOOK 12, PAGE 24, PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN AT THE NORTHWEST CORNER OF LOT 27, RE -SUBDIVISION LOTS 11, 12, 13, 14 AND 15 OF PADGETT'S ESTATE AS RECORDED IN PLAT BOOK 12, PAGE 24, PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA; THENCE S.89°14'53"E., 211.37 FEET, ALONG THE NORTH LINE OF SAID LOT 27 AND LOTS 28, 29, 30 AND 31, RE -SUBDIVISION LOTS 11, 12, 13, 14 AND 15 OF PADGETT'S ESTATE AS RECORDED IN PLAT BOOK 12, PAGE 24, PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA, SAID LINE ALSO BEING THE SOUTH RIGHT-OF-WAY LINE OF NORTH GROVE STREET TO A POINT ON THE WEST RIGHT-OF-WAY LINE OF NORTH BETTY LANE; THENCE S.00°20'22"E., 209.95 FEET, ALONG SAID WEST RIGHT-OF-WAY LINE TO A POINT ON THE NORTH RIGHT-OF-WAY LINE OF CLEVELAND STREET; THENCE N.89°42'04"W., 387.00 FEET ALONG SAID NORTH RIGHT-OF-WAY LINE TO A POINT ON THE EAST RIGHT-OF-WAY LINE OF NORTH LINCOLN AVENUE; THENCE N.00°08'42"W., 210.00 FEET, ALONG SAID EAST RIGHT-OF-WAY LINE TO THE SOUTHWEST CORNER OF LOT 25, RE- SUBDIVISION LOTS 11, 12, 13, 14 AND 15 OF PADGETT'S ESTATE AS RECORDED IN PLAT BOOK 12, PAGE 24, PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA; THENCE S.89°31'10"E., 117.00 FEET ALONG THE SOUTH LINE OF SAID LOT 25 AND LOT 26, RE -SUBDIVISION LOTS 11, 12, 13, 14 AND 15 OF PADGETT'S ESTATE AS RECORDED 174 PLAT BOOK 12, PAGE 24, PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA TO THE SOUTHWEST CORNER OF SAID LOT 27; THENCE N.00°00'02"E., 76.11 FEET ALONG THE WEST LINE OF SAID LOT 27 TO THE POINT OF BEGINNING.