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LAND USE RESTRICTION AGREEMENT HOME INVESTMENT PARTNERSHIPS PROGRAM - 1541 PALMETTO ST1541 Palmetto Street, Clearwater, FL 33755 Prepared by and Return to: Terry Malcolm -Smith City of Clearwater Economic Development & Housing Department P.O. Box 4748 Clearwater, FL 33758-4748 CITY OF CLEARWATER ECONOMIC DEVELOPMENT AND HOUSING DEPARTMENT LAND USE RESTRICTION AGREEMENT HOME INVESTMENT PARTNERSHIPS PROGRAM THIS LAND USE RESTRICTION AGREEMENT (this "Agreement"), is made on April 30, 2024, between CLEARWATER NEIGHBORHOOD HOUSING SERVICES, INC., a Florida not-for-profit corporation ("Borrower") its successors, assigns, and transferees of the project described below, whose mailing address is 608 N. Garden Avenue, Clearwater, FL 33755, 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 shall purchase a single-family dwelling on certain real property located at 1541 Palmetto Street, Clearwater, FL 33755 (the "Property") for the rehabilitation of an affordable single-family unit for a low or moderate income homebuyer described herein (the "Project") and agrees with the City that the real property, which is subject to a Mortgage and Note executed on even date with this Agreement and 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 real property until the end of a fifteen (15) -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 to the Borrower for a loan to finance the acquisition of the affordable single-family unit, including closing costs, and other related cost as associated with the project in the City of Clearwater, Pinellas County, Florida, described as: Legal Description attached as Exhibit "A", (also described as Parcel Number: 10-29-15-51948-003-0040), Borrower will comply, and will require any subsequent purchaser of the Property to comply with the following: Borrower acknowledges that this Agreement is necessary to comply with the affordability requirements of the HOME program stated at 24 CFR §92.252, from which funds were obtained to finance such loan and covenants and agrees that in connection with the acquisition of the single-family home, the City shall approve any transfer or sale of the subject property. 1. Covenants and Restrictions on Use of Funds. HOME Investment Partnerships Program allocations provided to the Project will be used for acquisition of the real property plus permissible closing costs. During the Period of Affordability as defined herein, the unit shall be sold to a homebuyer having annual income which does not exceed eighty percent (80%) of the median family income for the area, as determined and made available by the U.S. Department of Housing and Urban Development (HUD) with adjustments for smaller and larger families at the time of Clearwater Neighborhood Housing Services, Inc. HOME Investment Partnerships Construction Loan Agreement April 30, 2024 Page 1 purchase of the home. If there is not a ratified sales contract with an eligible homebuyer for the housing unit within nine (9) months of the date of completion, the housing unit must be rented to an eligible tenant in accordance with 24 CFR §92.252. The home must be the principal residence of the homebuyer. The income of the persons who will occupy the unit shall be verified by the Borrower by obtaining third -party verification of current income and verification of assets. Source documentation evidencing annual income may include wage statements, interest statements, unemployment compensation statements, and other documentation approved by the City. In the event that neither of the above methods is suitable, the Borrower may use other methods acceptable to the City to verify income. Annual income for the purpose of this Agreement shall be as defined by HUD for the HOME Program. The value of the HOME -assisted unit shall not exceed ninety- five percent (95%) of the median purchase price for that type of single-family housing for the area. The maximum per-unit subsidy amount shall not exceed the per -dollar limits established under HUD. The person or persons purchasing the single-family home shall have fee simple title to the property. a) Upon the sale of the housing unit to an eligible homebuyer, the Period of Affordability shall be enforced on the property (homebuyer) through a Land Use Restriction Agreement running with the land entered into with the homebuyer. b) During the period of affordability, the single-family housing unit must be occupied by the original low- and moderate -income homebuyer. In the event that the homebuyer chooses to sell the property, the homebuyer must sell the property to another eligible low- and moderate -income buyer and who will use the property as its principal residence. If the original homebuyer sells, either voluntarily or involuntarily, during the affordability period, the homebuyer may receive a fair return on investment. c) All proceeds, program income, and recaptured funds associated with this project shall be returned to the City of Clearwater within thirty (30) days of receipt by the Borrower. d) Any noncompliance with the requirement 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. 2. Affordability Period. For the purpose of this Agreement, the Period of Affordability shall be a period beginning when the HOME funds are invested and ending at the end of the fifteenth (15th) year thereafter from the date of this Agreement. 3. Property Standards. The single-family housing unit shall meet and maintain all applicable local codes, the International Property Maintenance Code, the Florida Building Code, ordinances, and zoning ordinances at the time of project completion. The HOME -assisted housing unit 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 24 CFR § 100.20, and must also meet the design and renovation requirements at 24 CFR § 100.205, which implements the Fair Housing Act. Design of house must meet the International Energy Conservation Code (formerly known as the Model Energy Code).; the City also highly encourages the use of ENERGY STAR® qualified products, including natural gas where available, in all developed housing. 4. Location of HOME -Assisted Unit. The location of the unit is as follows: 1541 Palmetto Street, Clearwater, FL 33755. The Borrower agrees that there will be no material changes to the design of the project after initial commitment by the City without assurances provided by Borrower and approved by City that the proposed changes will not adversely affect the HOME -assisted unit or any provision of this Agreement. Clearwater Neighborhood Housing Services, Inc. HOME Investment Partnerships Loan Agreement April 30, 2024 Page 2 5. No Discrimination. The Borrower shall not discriminate, as defined by Federal Statutes, on the basis of race, creed, color, sex, age, or national origin in the occupancy of the HOME -assisted unit or in connection with the employment or application for employment of persons for the operation and management of the project. 6. Affirmative Marketing Efforts. The Borrower will follow the affirmative marketing procedures and requirements for the HOME Program to attract an eligible homebuyer in the housing market area to the available housing without regard to race, color, national origin, sex, religion, familial status, or disability. 7. Environmental Reviews. Each HOME -assisted project must be assessed for environmental effects in accordance with the provisions of the National Environmental Policy Act of 1969 (NEPA) and related authorities listed in HUD's implementing regulations at 24 CFR Parts 50 and 58. 8. Displacement, Relocation, and Acquisition. The Borrower will take reasonable measures to minimize displacement of persons as a result of the project being assisted with HOME funds in accordance with the requirements of the Uniform Relocation Assistance and Real Properties Acquisition Act. The borrower shall be responsible for any relocation expenses incurred without the City of Clearwater approval. 9. Labor. The Borrower shall be responsible for maintaining the prevailing wage rates for HOME - assisted projects with 12 or more units in accordance with the Davis -Bacon Act (40 U.S.C. 276a - 276a -5). 10. Lead -Based Paint. The Borrower shall be responsible for maintaining that the HOME -assisted unit meets the requirements listed in the Lead -Based Paint Poisoning Prevention Act and 24 CFR Part 35. 11. No Conflicts with Other Documents. The 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. 12. Requests for Disbursement of Funds. The Borrower shall request funding for the HOME - assisted project from the City on an as -needed basis. 13. Records. The Borrower shall retain all records pertaining to Project for a period of five years after audit and/or resolution of audit findings involving this loan. The Borrower shall maintain accurate information regarding the occupancy for each HOME -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. The Borrower shall maintain documentation substantiating compliance with affirmative marketing requirements. These Project records shall be made available to the City, 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: 1. A description of the Project assisted with HOME funds, including the location and form of HOME assistance. 2. The source and application of funds for each project, including supporting documentation in accordance with 2 CFR §200.302 and §200.303. Clearwater Neighborhood Housing Services, Inc. HOME Investment Partnerships Loan Agreement April 30, 2024 Page 3 3. Records demonstrating the homeownership project meets the minimum per-unit subsidy in accordance with 24 CFR §92.205(c) and §92.250(a) and subsidy guidelines adopted in accordance with 24 CFR §92.250(b). 4. Records demonstrating the homeownership project meets the property standards in accordance with 24 CFR §92.251 and the lead-based paint requirements in accordance with 24 CFR §92.355. 5. Records demonstrating the person or persons purchasing the HOME -assisted unit are income eligible in accordance with 24 CFR §92.203. 6. Records demonstrating the purchase price or estimated value after rehabilitation for the homeownership project does not exceed 95% of the median purchase price for the area in accordance with 24 CFR §92.254. 7. Records demonstrating the homeownership project meets the affordability requirements of 24 CFR §92.254 for the required period. 8. Records demonstrating compliance with the written agreements in accordance with 24 CFR §92.504. 9. Records demonstrating compliance with the applicable uniform administrative requirements in accordance with 24 CFR §92.505. 10. Records documenting required inspections, monitoring reviews and audits, and the resolution of any findings or concerns. 11. Records documenting equal opportunity and fair housing requirements in accordance with 24 CFR Part 100 Fair Housing Act and certifications according to 24 CFR §91.225, §91.325, and §91.425 (certifications). 12. Records documenting HOME -related financial activities. 13. Records documenting affirmative marketing and Minority Business Enterprise/Woman Business Enterprise (MBE/WBE) activities. 14. Monitoring. The Borrower shall permit the City or its designee to inspect all records pertaining to the unit 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. If the project is new construction, the Borrower shall provide the required documentation monthly, until the HOME -assisted unit is sold. 15. Successors Bound. This Agreement and the covenants contained herein shall run with the land and shall bind, and the benefits shall inure to, respectively, the Borrower and its successors and assigns and all subsequent owners of the project or any interest therein, and to the City for the Period of Affordability set forth in this Agreement. 16. Enforcement of Terms. The benefits of this Agreement shall inure to, and may be enforced by, the City during the Period of Affordability, whether or not the City shall continue to be the holder of the Mortgage, whether or not the project loan may be paid in full, and whether or not any bonds issued for the purpose of providing funds for the project are outstanding. 17. Conflict of Interest. The Borrower warrants that no person who exercises or exercised any functions or responsibilities with respect to HOME activities, or who is in the position to participate Clearwater Neighborhood Housing Services, Inc. HOME Investment Partnerships Loan Agreement April 30, 2024 Page 4 in decisions or gain inside information, may obtain a financial interest or benefit from a HOME activity; or have an interest in any contract, subcontract, or agreement for themselves or for persons with business or family ties. 18. Conditions of Religious Organizations. HOME funds may be used for rehabilitation or construction of housing that is owned by primarily religious organizations and to assist primarily religious organizations in acquiring housing provided the agreement includes the conditions prescribed in 24 CFR §5.109 for the use of HOME funds by religious organizations. 19. Uniform Administrative Requirements. If the owner of the HOME -assisted project is a not-for- profit organization, the owner agrees to comply with applicable federal administrative requirements and provisions of 2 CFR Part 200 for government entities, or applicable provisions of 2 CFR Part 200 Subpart E for non-profit entities. 20. Severability. The invalidity of any clause, part, or provision of this Agreement shall not affect the validity of the remaining portion thereof. 21. Notice. All notices provided for herein shall be sent by certified or registered return receipt requested mail, 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 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. 22. Defaults and Remedies. If the 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, in addition to all other remedies provided by law or in equity. a) To compel specific performance by the 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. b) To cause the 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 negligently rented to persons who do not comply with the requirements for such unit. c) In addition, to these remedies, a default by the Borrower hereunder shall constitute a default under the HOME Investment Partnership Agreement, Mortgage, and Note (all of even date herewith), which will enable the City, after notice and an opportunity to cure as therein provided, to accelerate the Borrower's loan and take such other actions as may be permitted under the terms of the aforementioned documents. Clearwater Neighborhood Housing Services, Inc. HOME Investment Partnerships Loan Agreement April 30, 2024 Page 5 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officials on the date and year first above indicated. (CITY SIGNATURE PAGE) Approved as to Form: Matthew J. Mytych, Esq. Assistant City Attorney Date: 40a/a. Clearwater Neighborhood Housing Services, Inc. HOME Investment Partnerships Loan Agreement City of Clearwater, Florida, a Florida municipal corporation. • ACX y Jennifer Poirrier City Mana er Date: gi 3 ©4. 4 - Attest: Rosemarie Call City Clerk Date: 4 3 April 30, 2024 Page 6 (BORROWER SIGNATURE PAGE) Signature of Witness Name of Witness (Print) Address of Witness Signature of Witness Name of Witness (Print) Address of Witness STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was this _ day of Services, Inc., who ❑ is/are identification. ) ) Clearwater Neighborhood Housing Services, Inc., a Florida not-for-profit corporation. By: Jeffrey Jones, Chairman acknowledged before me by means ❑ physical presence or ❑ online notarization, , 2024 by Jeffrey Jones, as Chairman of Clearwater Neighborhood Housing personally known to me or ❑ who has/have produced a driver's license as NOTARY PUBLIC Print Name My Commission expires: Clearwater Neighborhood Housing Services, Inc. HOME Investment Partnerships Loan Agreement April 30, 2024 Page 7 Exhibit "A" Legal Description Parcel Number: 11-29-15-62568-006-0090 Legal Description: Lot 9, Block "F", Oak Hills, according to the map or plat thereof, as recorded in Plat Book 7, Page 66 of the Public Records of Pinellas County, Florida. Clearwater Neighborhood Housing Services, Inc. HOME Investment Partnerships Loan Agreement April 30, 2024 Page 8 HOME INVESTMENT PARTNERSHIPS AGREEMENT BY AND BETWEEN CITY OF CLEARWATER, FLORIDA, AND CLEARWATER NEIGHBORHOOD HOUSING SERVICES, INC. This HOME Investment Partnership Agreement (this "Agreement") is entered into on April 30, 2024, by and between THE CITY OF CLEARWATER, FLORIDA, a Florida municipal corporation (the "City") and CLEARWATER NEIGHBORHOOD HOUSING SERVICES, INC., a Florida not-for- profit corporation (hereafter designated as "Awardee"). WHEREAS, the City has applied for and has been awarded funds from the United States Department of Housing and Urban Development (herein called "HUD") for the HOME Investment Partnerships Program, (referred to herein as the "HOME Program"); and WHEREAS, Awardee has applied for and been approved to acquire a single-family home for rehabilitation and sale to a low or moderate -income homebuyer; and WHEREAS, Awardee has evidenced the capacity to acquire a single-family home, funded in part by this Agreement, located at 1541 Palmetto Street, Clearwater, FL 33755, Pinellas County; and WHEREAS, on or about April 11, 2023, the City conditionally approved the described use of HOME Program funds and authorized staff to enter into an Agreement with Awardee to provide Two Hundred Fifty -Three Thousand Seventy -Three Dollars and 85/100 Cents ($253,073.85) in HOME Program funds for the acquisition of an affordable single-family home that is to be rehabilitated and sold to an eligible low- or moderate -income homebuyer. NOW THEREFORE, the City and Awardee hereby execute this Agreement to undertake the described affordable housing development. FURTHERMORE, the City and Awardee agree as follows: I. SCOPE OF SERVICE A. Awardee shall complete the acquisition, rehabilitation, and sale of an affordable single- family home located at 1541 Palmetto Street, Clearwater, FL 33755, Pinellas County (the "Property), more particularly described in Attachment "A". B. Awardee shall acquire and rehabilitate the one (1) home identified above to standards required in Section IV of this Agreement. C. Awardee shall affirmatively market the home to low to moderate -income homebuyers whose total household incomes, adjusted for family size do not exceed eighty percent (80%) of the adjusted area median income for the area, as determined by HUD. D. Awardee shall complete the acquisition, rehabilitation, and sale of the home to an eligible, low to moderate -income homebuyer within twenty-four (24) months from the date of this Agreement. E. Awardee anticipates the sales price of the home should not exceed Three Hundred Forty -Two Thousand Dollars and 00/100 Cents ($342,000.00), which reflects the current maximum sales price established by HUD. If the established maximum sales price changes, the sales price shall not exceed the new maximum price. F. Awardee shall provide the City with a copy of all lien documents, homebuyer agreement and homebuyers' verification of income prior to the sale of the home. 1 G. Awardee must ensure the HOME -assisted homebuyer receives and completes at least eight (8) hours of homebuyer counseling from a HUD -approved counseling agency before obtaining a mortgage loan. H. If Awardee is unable to enter into a ratified sales contract with an eligible homebuyer within nine (9) months of the completion of rehabilitation of the home, the Awardee must convert the home to rental housing. If converted, this rental housing must comply with all provision of 24 CFR §92.252. 11. PROJECT FUNDING A. The City hereby approves the award of HOME Funds in the amount of Two Hundred Fifty -Three Thousand Seventy -Three Dollars and 85/100 Cents ($253,073.85) to Awardee for the acquisition of the Property located at 1541 Palmetto Street, Clearwater, FL 33755, Pinellas County. Sources and uses of funds are identified in Attachment "C" attached hereto and incorporated herein. B. Awardee shall ensure HOME Funds provided under this Agreement will be requested for disbursement only in required amounts and as needed for payment of eligible costs for activities described and approved in this Agreement. Payments will be approved by the City for eligible expenses actually incurred by Awardee and will not exceed actual cash requirements. The City reserves the right to liquidate funds available under this Agreement for eligible costs incurred by The City on behalf of Awardee. C. The full amount of the loan, Two Hundred Fifty -Three Thousand Seventy -Three Dollars and 85/00 Cents ($253,073.85) shall be disbursed at time of closing for the acquisition of the Property. D. Awardee shall establish, for property developed with funds provided under this Agreement, a selling price that does not exceed ninety-five percent (95%) of the median purchase price for the area, as described in 24 CFR § 92.254. E. Awardee has established a sales price for the home not to exceed $342,000.00. If the established maximum sales price changes, the sales price shall not exceed the new maximum price. F. If for any reason, Awardee breaches any term of this Agreement, the City may require full repayment of any amounts advanced under this Agreement pursuant to Section VIII, Remedies on Default. G. Awardee shall repay to the City the net proceeds realized from the sale of the home developed with funds provided under this Agreement. Net proceeds are defined as the total HOME investment in the housing unit less the 12% developer fee agreed upon. H. Awardee may not retain the proceeds from the sale of the housing, which is defined as the difference between the sales price and the total HOME investment in the housing to use for housing activities that benefit low to moderate -income families. I. Awardee cannot charge servicing, loan origination, processing, inspection or other fees that represent the cost of providing the HOME assistance under this Agreement. 2 J. HOME Funds to be provided under this Agreement are contingent upon the City's determination to proceed, modify or cancel the Project based on the results of a subsequent environmental review in accordance with HUD CPD Notice 01-11. III. AFFORDABILITY A. As provided in 24 CFR § 92.254, all housing developed with funding provided under this Agreement shall be affordable and available to low to moderate -income persons for the requisite period (the "Affordability Period") as required in HOME Program regulations based on the per unit HOME subsidy provided under this Agreement. If the housing does not meet the applicable principal residence or affordability requirements for the full Affordability Period for any reason whatsoever, payment to the City of the outstanding or remaining unpaid balance of HOME Funds invested in the Development will be required according to the repayment terms set forth in Section VIII of this Agreement. Awardee shall ensure the affordability and principal residence requirements of the housing for the full Affordability Period through a HUD -approved Land Use Restriction Agreement. Affordability requirements shall be enforced by the City via a HUD -approved Land Use Restriction Agreement encumbering the home for the full Affordability Period. B. Awardee shall ensure, where no direct subsidy is provided, the homeowner understands and agrees to the resale requirements as defined in 12 CFR § 92.254 (a)(5)(i). The resale provisions requires when a HOME assisted homebuyer sells his or her property, either voluntarily or involuntarily, during the applicable affordability period, the property is sold to another low to moderate income homebuyer who will use the property as his or her principal residence. The original homebuyer shall receive a fair return on investment. Fair return of investment is defined as the average change on the Consumer Price Index (CPI) over the period of affordability. The property must be sold at a price that is affordable to a reasonable range of low to moderate -income buyers. C. Awardee shall ensure, where applicable, that the homeowner understands and agrees that the acceptable pro -rata amount of the total HOME Funds invested in their principal residence, within the applicable Affordability Period, follows the Resale Requirements. The resale requirements ensure that the price at resale provides the original home -assisted owner a fair return on investment and ensure that the housing will remain affordable to a reasonable range of low to moderate - income buyers. Fair return on investment is defined as the average change on the Consumer Price Index (CPI) over the period of ownership by the homebuyer. IV. PROPERTY STANDARDS A. All affordable housing developed with HOME Program funds provided under this Agreement shall, upon completion, meet or exceed all applicable minimum housing code standards, as established by the City, and all state and local housing, zoning, fire, International Energy Conservation Code (formerly known as the Model Energy Code), Universal Design, and building codes, as amended; the City also highly encourages the use of ENERGY STAR® qualified products, including natural gas where available, in all developed housing. In addition, all housing assisted under this Agreement shall be maintained in compliance with all 3 applicable minimum housing code standards, as established by the City, and all state and local housing, zoning, fire, and building codes, as amended, for the duration of the Agreement and the full term of the required Affordability Period. B. Awardee shall establish and maintain records for HOME -assisted housing to ensure adherence to all applicable minimum housing code standards, as established by the City, and all state and local housing, zoning, and building codes, as amended. Prior to processing any pay requests for the Development, Awardee's compliance with all property standards as defined in 24 CFR §92.251 will be verified by a City inspection. C. The City reserves the right to inspect at any time during normal business hours any and all construction accomplished under this Agreement to assure adherence to applicable property standards, minimum housing codes, as established by the local jurisdiction, and all state and local housing, zoning, building and fire codes, as amended. D. Awardee shall use only qualified and reputable subcontractors, workmen, material suppliers and agents acceptable to the City in the construction and marketing of the home to be constructed under this Agreement. E. Awardee shall ensure contractors and subcontractors are not debarred, ineligible or suspended from working on federally -assisted projects in accordance with 2 CFR Part 200. F. Awardee shall ensure contractors comply with the bonding requirements and the City Building codes. V. NOTICES A. Notice. All notices provided for herein shall be sent by certified or registered return receipt requested mail, addressed to the appropriate party at the address designated for such party below, or such other address as the party who is to receive such notice may designate in writing. 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. The City of Clearwater Charles H. Lane, Jr. Assistant Director P.O. Box 4748 Clearwater, FL 33758-4748 (727) 444-7489 Clearwater Neighborhood Housing Services, Inc. Jeffrey Jones. Chairman 608 N. Garden Avenue Clearwater, FL 33755 (727) 442-4155 The contact persons listed above may be changed upon fifteen (15) days' written notice to the other party. VI. ADMINISTRATIVE REQUIREMENTS A. Awardee shall abide by all applicable federal, state, and local laws, regulations, codes, 4 and ordinances in the performance of all activities required by this Agreement, and specifically agrees to adhere to applicable requirements of 24 CFR Part 92. B. Awardee shall adhere to the requirements of 2 CFR Part 200 and applicable uniform administrative requirements of 24 CFR § 92.505. C. Awardee shall make available to the City at any time during normal business hours all financial, compliance and construction records of activities pertaining to funding and the Development covered by this Agreement to allow the City to conduct monitoring, performance, and compliance reviews and evaluations. Notwithstanding any other provision in this Agreement, the City will monitor the performance of Awardee against goals and performance standards required herein. Substandard performance as determined by the City shall constitute non- compliance with this Agreement. If action to correct such substandard performance is not taken by Awardee within thirty (30) calendar days after being notified by the City, suspension or termination procedures may be initiated as specified in Section VIII or Section IX. D. In accordance to 24 CFR § 92.353, Awardee shall ensure that no person will be displaced from his or her dwelling as a direct result of activities assisted with HOME Funds provided under thisAgreement. E. Awardee shall affirmatively market the housing unit developed under this Agreement to low to moderate -income persons in compliance with 24 CFR § 92.351 and Public Laws 88-352 and 90- 284 and ensure maintenance of documentation of affirmative marketing efforts to such persons. Prior to any funds being disbursed under this Agreement, Awardee shall provide an affirmative marketing plan to the City documenting the planned affirmative marketing efforts to be undertaken by Awardee regarding the Project. F. Awardee shall not pay any part of funds received under this Agreement for lobbying the Executive or Legislative Branches of the Federal, State, or local government. G. Awardee shall adhere to the Conflict -of -Interest provisions at 24 CFR § 92.356 and 2 CFR Part 200. H. Awardee shall comply with the provisions of the National Environmental Policy Act of 1969, as applicable to Developments funded under this Agreement, the Flood Disaster Protection Act of 1973, and the Lead -Based Paint Poisoning Prevention Act, and the regulations promulgated thereunder, all as amended. Awardee agrees to comply with the following regulations insofar as they apply to the performance of this Agreement, the Clean Air Act, Federal Water Pollution Control Act, Environmental Protection Agency regulations pursuant to 40 CFR Part 50, all as amended, as well as all other applicable Environmental laws and regulations. Awardee shall ensure maintenance of documentation to evidence compliance with environmental statutes and regulations. Awardee shall establish and ensure the eligibility of homebuyer purchasing housing developed under this Agreement with regard to low-income requirements specified by HUD. In addition, Awardee shall ensure maintenance of beneficiary information regarding the person assisted under this Agreement, including name, address, 5 family size, social security number, race, sex, income, marital status, and whether the assisted person(s) is elderly, female head -of -household, handicapped, American Indian, Hispanic, Caucasian, African American, Alaskan Native, Asian or Pacific Islander. The information shall be maintained for each home and person(s) or family assisted under this Agreement. Awardee shall submit the beneficiary information to the City upon request. J. Awardee shall provide drug-free workplaces in accordance with the Drug -Free Workplace Act of 1988. K. Awardee shall ensure compliance with all requirements of the Davis -Bacon Act, Contract Work Hours and Safety Standards Act, the Copeland Anti -Kickback Act, and all other applicable federal, state, and local laws and regulations pertaining to labor standards. Awardee shall ensure maintenance of adequate records and reports to evidence such compliance, if applicable. L. Awardee shall ensure compliance with the requirements of the Fair Housing Act, Executive Order 11246 (Equal Employment Opportunity), as amended by Executive Order 12086, and the regulations issued pursuant thereto, Executive Orders I 1625, 12432, and 12138, which require affirmative actions to encourage participation by minority and women -owned business enterprises. Awardee shall ensure that the provisions of this paragraph are included in every subcontract entered into by Awardee associated with this Agreement and Development. Awardee shall ensure maintenance of records and reports to document compliance with fair housing and equal opportunity requirements. M. Awardee will ensure that all records required under this Agreement are retained for a period of five (5) years after the applicable required Affordability Period has expired. When requested, Awardee shall furnish, and cause all its subcontractors to furnish, all reports and information required hereunder, and will permit access to its books, records, and accounts, by the City, HUD or its agent, or other authorized federal officials for purposes of investigation to ascertain compliance with the statutes, rules, regulations, and provisions stated herein. N. Awardee shall ensure that where employees are engaged in activities not covered under the Occupational Safety and Health Act of 1970, said employees shall not be required or permitted to work, be trained in, or receive services in buildings or surroundings, or under working conditions, which are unsanitary, hazardous, or dangerous to the participants' health or safety. 0. Awardee shall comply with Executive Order 11063, as amended by Executive Order 12259, and shall not discriminate against persons on the basis of race, color, creed, religion, ancestry, national origin, sex, disability or other handicap, age, marital or familial status, or status with regard to public assistance. Awardee shall maintain records and documentation to evidence compliance with this requirement. Awardee shall take affirmative action to ensure that all employment practices are free from such discrimination. Such employment practices include, but are not limited to, the following: hiring, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Awardee agrees to post in conspicuous places, available to employees and applicants for employment, notices 6 to be provided by the contracting agency setting forth the provisions of this nondiscrimination clause. P. Section 3 of the Housing and Urban Development Act of 1968/Equal Opportunity. Awardee shall comply with Section 3 of the Housing and Urban Development Act of 1968/Equal Opportunity. Awardee shall comply with the provisions of Section 3 of the Housing and Urban Development Act of 1968 (12 U.S.C. § 1701u) and its implementing regulations contained in 24 CRF Part 75 regarding economic opportunities for low-income persons and the use of local businesses, if applicable. Q. Awardee shall comply with Title VIII of the Civil Rights Act of 1968, as amended, Section 109 of Title I of the Housing and Community Development Act of 1974, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, and the Age Discrimination Act of I975, along with all applicable regulations associated therewith, all as amended. Awardee shall include the provisions of this paragraph in every subcontract entered into by Awardee associated with this Agreement or this Development. Awardee shall ensure maintenance of records and reports to document compliance. R. Awardee agrees that funds received under this Agreement will not be utilized for religious activities; however, HOME funds may be used for rehabilitation or construction of housing that is owned by primarily religious organizations and to assist primarily religious organizations in acquiring housing provided the agreement includes the conditions prescribed in 24 CFR § 5.109 for the use of HOME funds by religious organizations. S. Awardee shall not further encumber the Project pursuant to this Agreement without the prior written approval of the City. T. Awardee shall monitor all subcontracted services on a regular basis to assure contract compliance. Results of monitoring efforts shall be summarized in written reports and supported with documented evidence of follow-up actions taken to correct areas of noncompliance. Awardee shall cause the applicable provisions of this Agreement to be included in, and made a part of, any subcontract executed in the performance of this Agreement. Executed copies of all subcontracts entered into by Awardee shall be forwarded to the City, along with documentation concerning the selection process. VII. DEBARMENT AND SUSPENSION Awardee certifies that Awardee or its principals: A. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation from covered transactions by any federal state or local department or agency; B. Have not within a three (3) year period preceding this Agreement been convicted of or had a civil judgment rendered against them for commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statement(s) or receiving stolen property; C. Are not presently indicted for or otherwise criminally charged by a governmental entity 7 (Federal, State or local) with commission of any of the offenses enumerated above; and D. Have not within a three (3) year period preceding this Agreement had one (1) or more public transactions (Federal, State or local) terminated for cause or default. VIII. REMEDIES ON DEFAULT In accordance with 2 CFR Part 200, Awardee agrees that in the event the City determines that a breach of this Agreement has occurred, the City may exercise any and all of its rights and remedies under applicable regulations, including the right to terminate this Agreement and recapture or terminate any and all HOME Funds allocated under this Agreement. More specifically: A. If the City determines that Awardee has materially failed to comply with any provision of this Agreement, or with any rules, statutes, regulations, or ordinances referred to herein, the City will notify Awardee in writing of such Notice of Default in accordance with the requirements of Section V to the party designated to receive such Notices in Section V of this Agreement. For purposes of this section, the term "materially" means "an important or essential term of the Agreement." B. The City will allow Awardee the opportunity to demonstrate compliance with the Agreement requirements in question. Awardee shall offer evidence of such compliance within thirty (30) days from receipt of the written Notice of Default. Substantial compliance shall not constitute compliance with the terms and conditions of this Agreement unless the City expressly agrees to the substantial compliance in writing. C. If Awardee fails to demonstrate to the City that it has fulfilled the requirement(s), the City may, in addition to imposing any of the special conditions specified in 2 CFR Part 200, take corrective or remedial action(s) as follows: 1) Corrective or remedial action will be designed to prevent a continuation of the deficiency, mitigate any adverse effects, and prevent recurrence of the deficiency. 2) Corrective or remedial action may include: a. Temporarily withholding cash payments pending correction of the deficiency by Awardee. b. Specific activities required by the City to correct the deficiency and to be accomplished by Awardee in a specified time frame. c. Canceling or revising activities may affect the performance of this Agreement and create a deficiency in the original Agreement and may be grounds for making this contract void, and trigger remedies available to the City under this Agreement and/or HOME Program regulations. d. Reprogramming any balance of HOME Funds made available under this Agreement from deficient activities, or any activity funded under this Agreement, to other eligible activities. e. Suspension of HOME fund disbursements for deficient activities, or any activities funded under this Agreement and subsequent termination of this Agreement in its entirety. 8 f. Termination of this Agreement in its entirety and requiring that Awardee repay to the City any and all HOME Funds advanced under this Agreement. g. Removing Awardee from participation in any future allocations of HOME Funds from the City. h. Taking other remedial actions that may be legally available to the City. D. In the event Awardee dissolves the organization, ceases to exist, or becomes unable for any reason to fulfill its obligations under this Agreement, the City will require Awardee to fully repay to the City any and all amounts advanced under this Agreement. E. Notwithstanding any other provision of this Agreement, should there be any fraud, misrepresentation, embezzlement, or any other criminal activity associated with this Development, the City may pursue all legal and equitable remedies available to it against Awardee. F. Any decision regarding corrective, remedial, legal or equitable remedies or actions to be taken regarding this Agreement or Development shall be at the sole option and absolute discretion of the City. A decision by the City to pursue one course of action shall not constitute a waiver of any other course of action the City may pursue under this Section VIII, Remedies on Default. G. Pursuant to 24 CFR § 92.205(e), should this Agreement be terminated before completion of the Project, either voluntarily or otherwise, any HOME Funds invested in the Development that is the subject of this Agreement shall be repaid to the City's HOME Investment Trust Fund in accordance with 24 CFR § 92.503(b). IX. TERMINATION Pursuant to 2 CFR Part 200, the City may terminate this Agreement upon thirty calendar (30) days prior written notice to Awardee contact person indicated in Section V of this Agreement. The notice of termination shall set forth the reasons for such termination, the effective date of termination, and in the case of partial termination the portion of the award to be terminated. However, in the case of partial termination, if the City, in its sole discretion, determines that the remaining portion of the funding provided under this Agreement will not accomplish the purposes for which the award was made, the City may terminate the award in its entirety under paragraph A of this section, Section VIII, or 2 CFR Part 200. X. MISCELLANEOUS PROVISIONS A. The officials who executed this Agreement hereby represent and warrant that they have full and complete authority to act on behalf of the City and Awardee, respectively, and that their signatures below, the terms and provisions hereof, constitute valid and enforceable obligations of each. B. This Agreement shall be executed in the original, and any number of executed copies. Any copy of this Agreement so executed shall be deemed an original and shall be deemed authentic for any other use. C. The parties may amend or modify this Agreement at any time, provided that such amendment(s) or modification(s) make specific reference to this Agreement and are executed in writing by a duly authorized representative of both parties. Such 9 amendment(s) or modification(s) shall not invalidate this Agreement, nor relieve or release the parties from their obligations under this Agreement. D. The terms and conditions of this Agreement shall be binding upon the parties hereto, their respective successors and assignees. E. Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer and employee between the parties. Awardee shall at all times remain an independent contractor with respect to the services to be performed under this Agreement. F. Awardee shall not assign or transfer any interest in this Agreement without the prior written approval of the City. G. This Agreement shall be construed according to the laws of the State of Florida. H. Should any part, term or provision of this Agreement, or portions thereof, be determined by a court of competent jurisdiction to be illegal, void, or unenforceable, the validity of the remaining portions or provisions shall not be affected thereby. XI. INDEMNITY Awardee agrees that it shall indemnify and save harmless the City, its officers, agents, directors and employees from: A. Any claims or losses for services rendered by any subcontractor, person or firm performing or supplying services, materials or supplies in connection with the performance of this Agreement. B. Any claims or losses resulting to any person or firm injured or damaged by the erroneous, willful or negligent acts or omissions, including disregard of Federal, State, and local statutes or regulations, by Awardee, its officers, employees or subcontractors in the performance of this Agreement. XII. TIME OF PERFORMANCE Awardee shall acquire, rehabilitate, and sell the Property in accordance with the schedule established in Attachment "B", Project Schedule. Awardee shall complete all activities included in Attachment "B", Project Schedule, within twenty-four (24) months of the date of this Agreement. XIII. TERM OF AGREEMENT This Agreement shall be in full force and effect from the date first written above and shall remain in force for the full Affordability Period applicable to the Development assisted with HOME Funds under this Agreement. 10 City of Clearwater City Clearwater Awardee Neighborhood Housing Services, Inc. By:By: Name: Jenni Poirrier Name: Jeffrey Jones Its: City Manager Its: Chairman Date: `I `9'31, a ' Date: Federal ID Number: 59-6000289 Federal ID Number: 59-1898543 11 Attachment "A" Legal Description Parcel Number: 11-29-15-62568-006-0090 Legal Description: Lot 9, Block "F", Oak Hills, according to the map or plat thereof, as recorded in Plat Book 7, Page 66 of the Public Records of Pinellas County, Florida. Attachment "B" Project Schedule Activity Completion Date Property acquisition, rehabilitated and sold to a qualified HOME buyer April 30, 2026 Attachment "C" BUDGET SataLCE-QEMIDS HOME Funds (the City) Total Sources: DIES Acquisition Cost: Amount of Funds $253,073.85 $253,073.85 $250,000.00 Soft Costs: $ 3,073.85 Total Development Cost: $ 253,073.85 14 1541 Palmetto Street, Clearwater, FL 33755 Prepared by: Terry Malcolm -Smith City of Clearwater Economic Development & Housing Department P.O. Box 4748 Clearwater, FL 33758-4748 CITY OF CLEARWATER ECONOMIC DEVELOPMENT AND HOUSING DEPARTMENT MORTGAGE THIS IS A BALLOON MORTGAGE, AND THE FINAL PRINCIPAL PAYMENT OR THE PRINCIPAL BALANCE DUE ON MATURITY IS $253,073.85 TOGETHER WITH ACCRUED INTEREST, IF ANY, AND ALL ADVANCEMENTS MADE BY THE MORTGAGEE UNDER THE TERMS OF THIS MORTGAGE. PURPOSE OF LOAN: Acquisition of a single-family home THIS MORTGAGE, is made on or as of April 30, 2024, between CLEARWATER NEIGHBORHOOD HOUSING SERVICES, INC., a Florida not-for-profit corporation, hereinafter called "Mortgagor," whose address is 608 N Garden Avenue, Clearwater, FL 33755, and THE CITY OF CLEARWATER, FLORIDA, a Florida municipal corporation, whose address is P.O. Box 4748, Clearwater, Florida 33758- 4748, County of Pinellas, State of Florida, hereinafter called "Mortgagee" or "Lender." WITNESSETH, that to secure the payment of an indebtedness in the principal amount of Two Hundred Fifty -Three Thousand Seventy Three Dollars and 85/100 Cents ($253,073.85) with, if applicable, interest thereon, which shall be payable in accordance with a certain note, bond, or other obligation, which obligation is hereinafter called "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: 1541 Palmetto Street, Clearwater, FL 33755 Parcel ID: 11-29-15-62568-006-0090 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, THIS MORTGAGE IS EXEMPT FROM INTANGIBLE TAX Clearwater Neighborhood Housing Services, Inc. HOME Investment Partnerships Mortgage April 30, 2024 Page 1 structures in any manner, lot improvements, roads, and all other infrastructure improvements; and 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 $253,073.85 and has a maturity date of April 30, 2026 (Exhibit "B" attached hereto), unless such maturity is accelerated as set forth in the Note, and shall comply with and abide by each 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 Land Use Restriction Agreement, and the HOME Investment Partnership 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 acquiring the Mortgaged Property so that Mortgagor may make certain rehabilitative improvements, and resell the Mortgaged Property to a qualified owner -occupant. The rehabilitative improvements are hereinafter collectively called the "Improvements", and for such other purpose, if any, described or referred to therein, including construction of the Mortgaged Property. The Mortgagor shall make or cause to be made all the Improvements. If the construction or installation of the Improvements shall Clearwater Neighborhood Housing Services, Inc. HOME Investment Partnerships Mortgage April 30, 2024 Page 2 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 the Mortgaged 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 default rate as set forth in the Note, shall be payable by the Mortgagor to the Mortgagee on demand and shall be secured by this Mortgage. 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 this Mortgage, 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 the Mortgaged 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 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. (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 Mortgage Property hereby, 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 Clearwater Neighborhood Housing Services, Inc. HOME Investment Partnerships Mortgage April 30, 2024 Page 3 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. 8. 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. 9. 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 this Mortgage, 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 become a 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. 10. 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 the Mortgaged 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. Clearwater Neighborhood Housing Services, Inc. HOME Investment Partnerships Mortgage April 30, 2024 Page 4 11. 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; (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; or (e) Transfer of the Mortgaged Property or encumbrances, except for the direct sale of the unit to a qualified owner -occupant, if all or any part of the Mortgaged 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. 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. In the event of default under this Mortgage, any of the other Loan Documents, or any alternative promissory note (as referenced in the Note), the City's remedies after providing written notice of default to Mortgagor and (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 cure any event of default, as detailed in this Section 11, the Note may be declared to be immediately due and payable. 12. 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 Clearwater Neighborhood Housing Services, Inc. HOME Investment Partnerships Mortgage April 30, 2024 Page 5 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. 13. After failure to cure any default hereunder or upon default if a cure period is not required for a specified default event, 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. 14. 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. 15. The Mortgagor, within ten (10) days upon request in person or within twenty (20) days upon request by mail, will furnish promptly 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. 16. 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. 17. Notice. All notices provided for herein shall be sent by certified or registered return receipt requested mail, addressed to the appropriate party at the address designated for such party in the preamble to this Mortgage, or such other address as the party who is to receive such notice may designate in writing. 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. 18. In case of a foreclosure sale of the Mortgaged Property, it may be sold as one parcel. 19. 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. 20. 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. 21. 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. 22. 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 Clearwater Neighborhood Housing Services, Inc. HOME Investment Partnerships Mortgage April 30, 2024 Page 6 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. 23. Land Use Restriction Agreement. The HOME Investment Partnerships Program ("Program") is authorized under Title II of the Cranston -Gonzalez National Affordable Housing Act, as amended. In accordance with Program regulations as provided for in 24 CFR Part 92, this Mortgage shall be subject to all terms and conditions of the Land Use Restriction Agreement recorded of an even date herewith. THIS IS A BALLOON MORTGAGE, AND THE FINAL PRINCIPAL PAYMENT OR THE PRINCIPAL BALANCE DUE ON MATURITY IS $253,073.85 TOGETHER WITH ACCRUED INTEREST, IF ANY, AND ALL ADVANCEMENTS MADE BY THE MORTGAGEE UNDER THE TERMS OF THIS MORTGAGE. Clearwater Neighborhood Housing Services, Inc. HOME Investment Partnerships Mortgage April 30, 2024 Page 7 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. In the presence of: Clearwater Neighborhood Housing Services, Inc., a Florida not-for-profit corporation. Signature of Witness Name of Witness (Print) BY: Jeffrey Jones, Chairman Address of Witness Signature of Witness Name of Witness (Print) Address of Witness STATE OF FLORIDA COUNTY OF PINELLAS1 The foregoing instrument was acknowledged before me by means ❑ physical presence or ❑ online notarization, this day of , 2024, by Jeffrey Jones as Chairman of Clearwater Neighborhood Housing Services, Inc., who ❑ is/are personally known to me or ❑ who has/have produced a driver's license as identification. NOTARY PUBLIC Signature: My Commission expires: Clearwater Neighborhood Housing Services, Inc. HOME Investment Partnerships Mortgage April 30, 2024 Page 8 Exhibit "A" Legal Description Parcel Number: 11-29-15-62568-006-0090 Legal Description: Lot 9, Block "F", Oak Hills, according to the map or plat thereof, as recorded in Plat Book 7, Page 66 of the Public Records of Pinellas County, Florida. Clearwater Neighborhood Housing Services, Inc. HOME Investment Partnerships Mortgage April 30, 2024 Page 9 1541 Palmetto Street, Clearwater, FL 33755 Exhibit "B" Prepared by and Return to: Terry Malcolm -Smith City of Clearwater Economic Development & Housing Department P.O. Box 4748 Clearwater, FL 33758-4748 CITY OF CLEARWATER ECONOMIC DEVELOPMENT AND HOUSING DEPARTMENT DEFERRED PAYMENT MORTGAGE NOTE Closing Date: April 30, 2024 Loan Amount: $253,073.85 Borrower(s): Clearwater Neighborhood Housing Services, Inc. Borrower Address: 608 N. Garden Avenue, Clearwater, FL 33755 Property Address: 1541 Palmetto Street, Clearwater, FL 33755 THIS NOTE IS SECURED BY A BALLOON MORTGAGE AND THE FINAL PRINCIPAL PAYMENT OR THE PRINCIPAL BALANCE DUE ON MATURITY IS $253,073.85 TOGETHER WITH ACCRUED INTEREST, IF ANY, AND ALL ADVANCEMENTS MADE BY THE MORTGAGEE UNDER THE TERMS OF THE MORTGAGE SECURING THIS NOTE. FOR VALUE RECEIVED, the Borrower, Clearwater Neighborhood Housing Services, Inc., a Florida not- for-profit corporation, (the "Borrower"), promises to pay to the order of THE CITY OF CLEARWATER, FLORIDA, a Florida municipal corporation (the "City"), its successors and assigns, the sum of Two Hundred Fifty -Three Thousand Seventy -Three Dollars and 85/100 Cents ($253,073.85). Payment of the principal and interest of this NOTE shall be as follows: This NOTE shall be deferred for twenty-four (24) months from the date of this NOTE unless the single-family home unit is sold before the end of the deferral period. The interest rate on the loan will be zero percent (0%) per annum. At such time that the Borrower sells the unit with the address noted above and in that certain Mortgage of even date herewith before the end of the deferral period, the Borrower will repay the City the full amount of this Note balance less the twelve percent (12%) developer fee on the development cost within thirty (30) days from the date of sale. Otherwise, the entire loan will be due and payable at the end of twenty-four (24) months from the date of this NOTE (April 30, 2026) (the "Maturity Date"). If at the end of the loan term, the single-family home is not sold, or if the home does not have a contract, or if the Borrower has not actively pursued the sale of the home as determined by the City, the entire loan balance will become due and payable to the City. Default of the terms of the Commitment Letter, the Mortgage, the Land Use Restriction Agreement (the "LURA"), the HOME Investment Partnership Agreement all executed on even date herewith, or this NOTE (collectively the "Loan Documents") shall, at the City's option, cause this NOTE to become immediately due and payable after written notice and opportunity to cure as provided below. This NOTE is secured by a Balloon Mortgage, and the final principal payment or the principal balance agreed upon is due upon maturity together with accrued interest, if any, and all advancements made by the mortgagee under the terms of the mortgage securing this NOTE. Clearwater Neighborhood Housing Services, Inc. HOME Investment Partnerships Mortgage Note March 15, 2024 Page 1 Upon default under this NOTE or the other Loan Documents, the City, at its option, may prepare an alternative promissory note requiring monthly payments of principal and interest. All payments on the alternative note shall be applied first to interest to date of receipt, then to principal, then to late charges due. Failure of the Borrower to cure a default within thirty (30) days of written notice of a default under any of the Loan Documents (unless such notice and cure period is otherwise not required for a particular default event pursuant to any of the Loan Documents) shall entitle the City accelerate the sums due under this Note and file suit to recover on the amount owed. If suit is instituted by the City to recover on this NOTE, the Borrower agree(s) to pay all costs of such collection including reasonable attorney's fees and court costs. Failure of the City to exercise any option to which it may be legally entitled to enforce the terms of this NOTE shall not constitute a waiver of such default, enforcement of any other terms and conditions, or any rights or remedies. In the event of default under any of the Loan Documents or any alternative promissory note, the City's remedies shall include but not be limited to the right to acceleration of all sums due under this NOTE and foreclosure 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. During the deferred term, this NOTE will not accrue interest. Upon failure of the Borrower to cure a default within the specified timeframe, this NOTE will accrue interest at three percent (3%) per annum until the principal amount of this NOTE is paid. The Borrower reserve(s) the right to prepay the principal in whole or in part at any time without payment of premiums or penalties. The principal amount of this NOTE will be repaid as provided for in this Note and the Mortgage. This NOTE is secured by a mortgage duly filed in the Public Records of Pinellas County, Florida. DEMAND, protest and notice of demand and protest are hereby waived and the Borrower hereby waives, to the extent authorized by law, any and all homestead and other exemption rights which otherwise would apply to the debt evidenced by this NOTE. This NOTE has been duly executed by the Borrower, as of its date provided below. [The remainder of this page intentionally left blank] Clearwater Neighborhood Housing Services, Inc. HOME Investment Partnerships Mortgage Note April 30, 2024 Page 2 THIS NOTE IS SECURED BY A BALLOON MORTGAGE AND THE FINAL PRINCIPAL PAYMENT OR THE PRINCIPAL BALANCE DUE ON MATURITY IS $252,890.65 TOGETHER WITH ACCRUED INTEREST, IF ANY, AND ALL ADVANCEMENTS MADE BY THE MORTGAGEE UNDER THE TERMS OF THE MORTGAGE SECURING THIS NOTE. Notice to Borrower Do not sign this Note if it contains blank spaces. All spaces should be completed before you sign. IN WITNESS WHEREOF, this NOTE has been duly signed by the Borrower on this day of , 2024. In the presence of: Signature of Witness Clearwater Neighborhood Housing Services, Inc., a Florida not-for-profit corporation. Name of Witness (Print) By: Jeffrey Jones, Chairman Address of Witness Signature of Witness Name of Witness (Print) Address of Witness STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me by means n physical presence or ❑ online notarization, this day of , 2024 by Jeffrey Jones., as Chairman of Clearwater Neighborhood Housing Services, Inc., who ❑ is/are personally known to me or ❑ who has/have produced a driver's license as identification. Clearwater Neighborhood Housing Services, Inc. HOME Investment Partnerships Mortgage Note NOTARY PUBLIC Signature: My Commission expires: April 30, 2024 Page 3 American Land Title Association ALTA Settlement Statement - Combined Adopted 05-01-2015 FileNo./Escrow No.: 2312005C Print Date & Time: 4/18/2024 @ 8:31 AM Officer/Escrow Officer: MikeII L. St. Germain Settlement Location: 1290 Court Street Clearwater, Florida 33756 Somers Title Company 1290 Court Street Clearwater, Florida 33756 Property Address: 1541 Palmetto St., Clearwater, Florida 33755 Buyer: Clearwater Neighborhood Housing Services, Inc. dba Tampa Bay Neighborhood Housing Services, Inc., a Florida Not For Profit Corporation, 608 North Garden Ave, Clearwater, Florida 33755 Seller: Clearwater Housing Authority, 28050 US Hwy 19N, Ste. 103, Clearwater, Florida 33761 Lender: City of Clearwater, 600 Cleveland Street, Suite 600, Clearwater, Florida 33755 Loan Type: Other Settlement Loan Number: Settlement Date: 4/30/2024 Disbursement Date: 4/30/2024 Additional dates per state requirements: Seller Description Borrower/Buyer Debit Credit Debit Credit Financial $250,000.00 Sales Price of Property $250,000.00 Loan Amount $253,073.85 Title - Insurance Seller Credit $1,325.00 $1,325.00 Title - Insurance Seller Credit Other Loan Charges Appraisal Fee $400.00 Survey Fee $600.00 $21.00 Archiving Fee to Closers Choice $21.00 $25.00 Wire Fee @$25.00 per wire to Somers Title $25.00 Title Charges & Escrow / Settlement Charges Title - Lender's Coverage Premium to Somers Title Company $1,340.50 $100.00 Title - Search Fee to Tony Gatliff $350.00 Title - Settlement Fee to Somers Title Company $350.00 Title - Lenders Coverage Premium to Somers Title Company $395.00 Government Recording & Transfer Charges - Recording Fees to Clerk of the Circuit Court $122.00 Record Land Use Restriction Agreement to Clerk of the Circuit Court $35.50 Record LURA to Clerk of the Circuit Court $78.00 Record Release From and Termination of Declaration of Trust to Clerk of the Circuit Court $146.00 Copyright 2015 American Land Title Association. All rights reserved. Page 1 of 3 File #: 2312005C Printed on 4/18/2024 @ 8:31 AM American Land Title Association ALTA Settlement Statement - Combined Adopted 05-01-2015 $10.00 Record Resolution to Clerk of the Circuit Court $1,750.00 Transfer Taxes - Deed State to Clerk of the Circuit Court Transfer Taxes - Mortgage State to Clerk of the Circuit Court $885.85 Miscellaneous $30.00 Lien/Code Search to City of Clearwater Seller Description Borrower/Buyer Debit Credit Debit Credit $3,611.00 $250,000.00 Subtotals $254,398.85 $254,398.85 Due To Borrower $246,389.00 Due To Seller Copyright 2015 American Land Title Association. All rights reserved. Page 2 of 3 File #: 2312005C Printed on 4/18/2024 @ 8:31 AM American Land Title Association ALTA Settlement Statement- Combined Adopted 05-01-2015 Acknowledgement We/I have carefully reviewed the ALTA Settlement Statement and find it to be a true and accurate statement of all receipts and disbursements made on my account or by me in this transaction and further certify that I have received a copy of the ALTA Settlement Statement. We/I authorize Somers Title Company to cause the funds to be disbursed in accordance with this statement. Borrower: Clearwater Neighborhood Housing Services, Inc. dba Clearwater Housing Authority Tampa Bay Neighborhood Housing Services, Inc. Seller: Jeffrey Jones, Chairman Jacqueline Rivera, as Executive Officer I have reviewed the Closing Disclosure, the settlement statement, the lender's closing instructions and any and all other forms relative to the escrow funds, including any disclosure of the Florida title insurance premiums being paid, and I agree to disburse the escrow funds in accordance with the terms of this transaction and Florida law. Escrow Officer: Mikell L St. Germain Copyright 2015 American Land Title Association. Page 3 of 3 File #: 2312005C All rights reserved. Printed on 4/18/2024 @ 8:31 AM CHICAGO TITLE INSURANCE COMPANY' ALTA COMMITMENT FOR TITLE INSURANCE issued by CHICAGO TITLE INSURANCE COMPANY NOTICE IMPORTANT—READ CAREFULLY: THIS COMMITMENT IS AN OFFER TO ISSUE ONE OR MORE TITLE INSURANCE POLICIES. ALL CLAIMS OR REMEDIES SOUGHT AGAINST THE COMPANY INVOLVING THE CONTENT OF THIS COMMITMENT OR THE POLICY MUST BE BASED SOLELY IN CONTRACT. THIS COMMITMENT IS NOT AN ABSTRACT OF TITLE, REPORT OF THE CONDITION OF TITLE, LEGAL OPINION, OPINION OF TITLE, OR OTHER REPRESENTATION OF THE STATUS OF TITLE. THE PROCEDURES USED BY THE COMPANY TO DETERMINE INSURABILITY OF THE TITLE, INCLUDING ANY SEARCH AND EXAMINATION, ARE PROPRIETARY TO THE COMPANY, WERE PERFORMED SOLELY FOR THE BENEFIT OF THE COMPANY, AND CREATE NO EXTRACONTRACTUAL LIABILITY TO ANY PERSON, INCLUDING A PROPOSED INSURED. THE COMPANY'S OBLIGATION UNDER THIS COMMITMENT IS TO ISSUE A POLICY TO A PROPOSED INSURED IDENTIFIED IN SCHEDULE A IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF THIS COMMITMENT. THE COMPANY HAS NO LIABILITY OR OBLIGATION INVOLVING THE CONTENT OF THIS COMMITMENT TO ANY OTHER PERSON. COMMITMENT TO ISSUE POLICY Subject to the Notice; Schedule B, Part I—Requirements; Schedule B, Part II—Exceptions; and the Commitment Conditions, Chicago Title Insurance Company, a Florida Corporation (the "Company"), commits to issue the Policy according to the terms and provisions of this Commitment This Commitment is effective as of the Commitment Date shown in Schedule A for each Policy described in Schedule A, only when the Company has entered in Schedule A both the specified dollar amount as the Proposed Amount of Insurance and the name of the Proposed Insured. If all of the Schedule B, Part I—Requirements have not been met within 180 days after the Commitment Date, this Commitment terminates and the Companys liability and obligation end. CHICAGO TITLE INSURANCE COMPANY 4/1 Michael; ATTEST: GEGC Marrone ;ecrerxv This page is only a part of a 2021 ALTA Commitment for Title Insurance issued by Chicago Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I—Requirements;[ and] Schedule B, Part II—Excepfionsf and a counter -signature by the Company or its issuing agent that may be in electronic form]. 270170B09 Copyright 2021 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA Commitment for Title Insurance (7-1-21) w- FL Mod AMERICAN LAND TITLE ASSOCIATION CHICAGO TITLE INSURANCE COMPANY' COMMITMENT CONDITIONS 1. DEFINITIONS a. "Discriminatory Covenant": Any covenant, condition, restriction, or limitation that is unenforceable under applicable law because it illegally discriminates against a class of individuals based on personal characteristics such as race, color, religion, sex, sexual orientation, gender identity, familial status, disability, national origin, or other legally protected class. b. "Knowledge" or 'Known": Actual knowledge or actual notice, but not constructive notice imparted by the Public Records. c. "Land": The land described in Item 5 of Schedule A and improvements located on that land that by State law constitute real property. The term "Land" does not include any property beyond that described in Schedule A, nor any right, title, interest, estate, or easement in any abutting street, road, avenue, alley, lane, right-of-way, body of water, or waterway, but does not modify or limit the extent that a right of access to and from the Land is to be insured by the Policy. d. "Mortgage": A mortgage, deed of trust, trust deed, security deed, or other real property security instrument, including one evidenced by electronic means authorized by law. e. "Policy": Each contract of title insurance, in a form adopted by the American Land Title Association, issued or to be issued by the Company pursuant to this Commitment. f. "Proposed Amount of Insurance": Each dollar amount specified in Schedule A as the Proposed Amount of Insurance of each Policy to be issued pursuant to this Commitment g. "Proposed Insured": Each person identified in Schedule A as the Proposed Insured of each Policy to be issued pursuant to this Commitment h. "Public Records": The recording or filing system established under State statutes in effect at the Commitment Date under which a document must be recorded or filed to impart constructive notice of matters relating to the Title to a purchaser for value without Knowledge. The term "Public Records" does not include any other recording or filing system, including any pertaining to environmental remediation or protection, planning, permitting, zoning, licensing, building, health, public safety, or national security matters. i. "State: The state or commonwealth of the United States within whose exterior boundaries the Land is located. The term "State" also includes the District of Columbia, the Commonwealth of Puerto Rico, the U.S. Virgin Islands, and Guam. j. "Title": The estate or interest in the Land identified in Item 3 of Schedule A. 2. If all of the Schedule B, Part i—Requirements have not been met within the time period specified in the Commitment to Issue Policy, this Commitment terminates and the Company's liability and obligation end. 3. The Company's liability and obligation is limited by and this Commitment is not valid without a. the Notice; b. the Commitment to Issue Policy; c. the Commitment Conditions; d. Schedule A; e. Schedule B, Part I—Requirements; and f. Schedule B, Part II—Exceptions; and g. a counter -signature by the Company or its issuing agent that may be in electronic form. This page is only a part of a 2021 ALTA Commitment for Title Insurance issued by Chicago Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I—Requirements;[ and] Schedule 8, Part II—Exceptions(, and e counter -signature by the Company or its issuing agent That may be in electronic form]. 27C170609 ALTA Commitment for Tile insurance (7-1-21) w- FL Mod Copyright 2021 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. AMERICAN LAND TITLE ASSOCIATION CHICAGO TITLE INSURANCE COMPANY' 4. COMPANY'S RIGHT TO AMEND The Company may amend this Commitment at any time. If the Company amends this Commitment to add a defect, lien, encumbrance, adverse claim, or other matter recorded in the Public Records prior to the Commitment Date, any liability of the Company is limited by Commitrnent Condition 5. The Company is not liable for any other amendment to this Commitment. 5. LIMITATIONS OF LIABILITY a. The Company's liability under Commitment Condition 4 is limited to the Proposed Insured's actual expense incurred in the interval between the Company's delivery to the Proposed Insured of the Commitment and the delivery of the amended Commitment, resulting from the Proposed Insured's good faith reliance to: i. comply with the Schedule B, Part 1—Requirements; ii. eliminate, with the Company's written consent, any Schedule B, Part II—Exceptions; or iii. acquire the Title or create the Mortgage covered by this Commitment. b. The Company is not liable under Commitment Condition 5.a. if the Proposed Insured requested the amendment or had Knowledge of the matter and did not notify the Company about it in writing. c. The Company is only liable under Commitment Condition 4 if the Proposed Insured would not have incurred the expense had the Commitment included the added matter when the Commitment was first delivered to the Proposed Insured. d. The Company's liability does not exceed the lesser of the Proposed Insured's actual expense incurred in good faith and described in Commitment Condition 5.a. or the Proposed Amount of Insurance. e. The Company is not liable for the content of the Transaction identification Data, if any. f. The Company is not obligated to issue the Policy referred to in this Commitment unless all of the Schedule B, Part I—Requirements have been met to the satisfaction of the Company. g. The Company's liability is further limited by the terms and provisions of the Policy to be issued to the Proposed Insured. 6. LIABILITY OF THE COMPANY MUST BE BASED ON THIS COMMITMENT; CHOICE OF LAW AND CHOICE OF FORUM a. Only a Proposed Insured identified in Schedule A, and no other person, may make a claim under this Commitment b. Any claim must be based in contract under the State law of the State where the Land is located and is restricted to the terms and provisions of this Commitment. Any litigation or other proceeding brought by the Proposed Insured against the Company must be filed only in a State or federal court having jurisdiction. c. This Commitment, as last revised, is the exclusive and entire agreement between the parties with respect to the subject matter of this Commitment and supersedes all prior commitment negotiations, representations, and proposals of any kind, whether written or oral, express or implied, relating to the subject matter of this Commitment. d. The deletion or modification of any Schedule B, Part II—Exception does not constitute an agreement or obligation to provide coverage beyond the terms and provisions of this Commitrnent or the Policy. e. Any amendment or endorsement to this Commitment must be in writing and authenticated by a person authorized by the Company. f. When the Policy is issued, all liability and obligation under this Commitment will end and the Company's only liability will be under the Policy. This page is only a part of a 2021 ALTA Commitment for Tide Insurance issued by Chicago Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B. Part I—Requirements' and] Schedule 8, Pan: ll—Exceptions', and a counter -signature by the Company or its issuing agent that may be in electronic formJ. 27C170B09 ALTA Commitment for Title Insurance (7-1-21) w- FL Mod Copyright 2021 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA Iicensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Idle Association. AMERICAN LAND TITLE ASSOCIATION CHICAGO TITLE INSURANCE COMPANY' 7. IF THIS COMMITMENT IS ISSUED BY AN ISSUING AGENT The issuing agent is the Company's agent only for the limited purpose of issuing title insurance commitments and policies. The issuing agent is not the Company's agent for closing, settlement, escrow, or any other purpose. 8. PRO -FORMA POLICY The Company may provide, at the request of a Proposed Insured, a pro -forma policy illustrating the coverage that the Company may provide. A pro -forma policy neither reflects the status of Title at the time that the pro -forma policy is delivered to a Proposed Insured, nor is it a commitment to insure. 9. CLAIMS PROCEDURES This Commitment incorporates by reference all Conditions for making a claim in the Policy to be issued to the Proposed Insured. Commitment Condition 9 does not modify the limitations of liability in Commitment Conditions 5 and 6. 10. ARBITRATION The Policy contains an arbitration clause as follows: a. All claims and disputes arising out of or relating to this policy, including any service or other matter in connection with issuing this policy, any breach of a policy provision, or any other claim or dispute arising out of or relating to the transaction giving rise to this policy, may be submitted to binding arbitration only when agreed to by both the Company and the Insured. Arbitration must be conducted pursuant to the Title Insurance Arbitration Rules of the American Land Title Association ("ALTA Rules"). The ALTA Rules are available online at www.alta.org/arbitration. The ALTA Rules incorporate, as appropriate to a particular dispute, the Consumer Arbitration Rules and Commercial Arbitration Rules of the American Arbitration Association ("AAA Rules"). The AAA Rules are available online at www.adr.org. b. If there is a final judicial determination that a request for particular relief cannot be arbitrated in accordance with this Condition 18 (Condition 17 of the Loan Policy), then only that request for particular relief may be brought in court. All other requests for relief remain subject to this Condition 18 (Condition 17 of the Loan Policy). c. Fees will be allocated in accordance with the applicable AAA Rules. The results of arbitration will be binding upon the parties. The arbitrator may consider, but is not bound by, rulings in prior arbitrations involving different parties. The arbitrator is bound by rulings in prior arbitrations involving the same parties to the extent required by law. The arbitrator must issue a written decision sufficient to explain the findings and conclusions on which the award is based. Judgment upon the award rendered by the arbitrator may be entered in any State or federal court having jurisdiction. This page is only a part of a 2021 ALTA Commitment for True insurance issued by Chicago Title Insurance Company. This Commitment is not valid without the Noffce; the Commitment to Issue Policy, the Commitment Conditions; Schedule A; Schedule B, Part i—Requirements;( and] Schedule B, Part II—Exceptions(,• and a counter -signature by the Company or its issuing agent that may be in electronic formJ. 27C170809 Copyright 2021 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA Commitment for Tile Insurance (7-1-21) w- FL Mod AMERICAN IAND TITLE ASSOCIATION CHICAGO TITLE INSURANCE COMPANY Transaction Identification Data, for which the Company assumes no IiabiIity as set forth in Commitment Condition 5.e.: Issuing AgentSomers Title Company Issuing Office:1290 Court Street, Clearwater, Florida 33756 Issuing Office's ALTA4' Registry ID:1035063 Loan ID Number Commitment Number2312005C Issuing Office File Number. 2312005C Property Address: 1541 Palmetto St, Clearwater, Florida 33755 Revision Number. 1. Commitment Date: 12/20/2023 @ 8:00 AM 2. Policy to be issued: a. b. SCHEDULE A 2021 ALTA® Owner's Policy with Florida Modifications Proposed Insured: Clearwater Neighborhood Housing Services, Inc. dba Tampa Bay Neighborhood Housing Services, Inc., a Florida Not For Profit Corporation Proposed Amount of Insurance: $250,000.00 The estate or interest to be insured: Fee Simple 2021 ALTA® Loan Policy with Florida Modifications Proposed Insured: City of Clearwater Proposed Amount of Insurance: $253,073.85 The estate or interest to be insured: Fee Simple 3. The estate or interest in the Land at the Commitment Date is: Fee Simple 4. The Title is, at the Commitment Date, vested in: Clearwater Housing Authority 5. The Land is described as follows: Parcel Number 11-29-15-62568-006-0090 Lot 9, Block "F", Oak Hills, according to the map or plat thereof, as recorded in Plat Book 7, Page 66 of the Public Records of Pinellas County, Florida. Somers Title Company By: authorized Signatory This page is only a pan: of a 2021 ALTA Commitment for Title Insurance issued by Chicago Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy the Commitment Conditions; Schedule A; Schedule B, Pan` l—Requirements and Schedule B, Part 1I—Exceptions; and a counter -signature by the Company or its issuing agent that may be In electronic form. THE TELEPHONE NUMBER TO PRESENT INQUIRIES OR OBTAIN INFORMATION ABOUT COVERAGE AND TO PROVIDE ASSISTANCE /S 1-800-669-7450 270170809 Copyright 2021 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. Ali other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA Commitment for Title Insurance (7-1-21) w -FL Mod AMERICAN LAND TITLE ASSOCIATION CHICAGO TITLE INSURANCE COMPANY' SCHEDULE B, PART I --Requirements All of the following Requirements must be met 1. The Proposed Insured must notify the Company in writing of the name of any party not referred to in this Commitment who will obtain an interest in the Land or who will make a loan on the Land. The Company may then make additional Requirements or Exceptions. 2. Pay all taxes, charges, and assessments affecting the Land that are due and payable. 3. Pay the agreed amount for the estate or interest to be insured. 4. Pay the premiums, fees, and charges for the Policy to the Company. 5. Documents satisfactory to the Company that convey the Title or create the Mortgage to be insured, or both, must be properly authorized, executed, delivered, and recorded in the Public Records. 6. Valid photo identification (le: Driver's license, Passport - MUST BE CURRENT), and social security numbers required of all parties to the transaction by the Insuror. 7. Proof of Good Standing and officers of Clearwater Housing Authority from Secretary of the State of Florida. 8. Resolution from Clearwater Housing Authority approving the sale of subject property. 9. Proof of Good Standing and officers of Clearwater Neighborhood Housing Services, Inc dba Tampa Bay Neighborhood Housing Services, Inc. from the Secretary of the State of Florida. 10. Resolution from Clearwater Neighborhood Housing Services, Inc dba Tampa Bay Neighborhood Housing Services, Inc. approving the purchase of subject property. 11. Warranty Deed from Clearwater Housing Authority, a Florida Not For Profit Corporation and politic of the County of Pinellas to Clearwater Neighborhood Housing Services, Inc dba Tampa Bay Neighborhood Housing Services, Inc., a Florida Not For Profit Corporation conveying the property as described in Schedule A of this Commitment 12. Mortgage in favor of City of Clearwater to be executed by Clearwater Neighborhood Housing Services, Inc dba Tampa Bay Neighborhood Housing Services, Inc., a Florida Not For Profit Corporation in the original principal sum of $253,073.85 encumbering said property described herein, and to be recorded in the Public Records of Pinellas County, Florida. This page Is only a part of a 2021 ALTA Commitment for Title Insurance issued by Chicago Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy, the Commitment Conditions; Schedule A; Schedule B, Part I—Requirements; and Schedule B, Part I1—Exceptions; and a counter -signature by the Company or its issuing agent that may be in electronic form. THE TELEPHONE NUMBER TO PRESENT INQUIRIES OR OBTAIN INFORMATION ABOUT COVERAGE AND TO PROVIDE ASSISTANCE IS 1-800-669-7450 270170809 Copyright 2021 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Tide Association_ ALTA Commitment for Title Insurance (7-1-21) w -FL Mod AMERICAN LAND 'TITLE ASSOCIATION CHICAGO TITLE INSURANCE COMPANY' SCHEDULE B, PART II—Exceptions Some historical land records contain Discriminatory Covenants that are illegal and unenforceable by law. This Commitment and the Policy treat any Discriminatory Covenant in a document referenced in Schedule B as if each Discriminatory Covenant is redacted, repudiated, removed, and not republished or recirculated. Only the remaining provisions of the document will be excepted from coverage. The Policy will not insure against loss or damage resulting from the terms and conditions of any lease or easement identified in Schedule A, and will include the following Exceptions unless cleared to the satisfaction of the Company. 1. Any defect, lien, encumbrance, adverse claim, or other matter that appears for the first time in the Public Records or is created, attaches, or is disclosed between the Commitment Date and the date on which all of the Schedule B, Part [—Requirements are met. 2. Taxes and assessments for the year 2024 and subsequent years, which are not yet due and payable. Parcel Number 11/29/15/62568/006/0090. 3. Standard Exceptions: A. Easements, claims of easements, boundary line disputes, overlaps, encroachments or other matters not shown by the public records which would be disclosed by an accurate survey of the land. B. Rights or claims of parties in possession not shown by the public records. C. Any lien, or right to a lien, for services, labor, or materials heretofore or hereafter furnished, imposed by taw and not shown by the public records. D. Taxes or assessments which are not shown as existing liens in the public records. 4. Any claim that any portion of the insured land is sovereign ]ands of the State of Florida, including submerged, filled or artificially exposed lands accreted to such land. 5. Any lien provided by Chapter 159, Florida Statutes, in favor of any city, town, village or port authority for unpaid service charges for service by any water, sewer or gas system supplying the insured land. NOTE: The Company reserves the right to make further requirements and/or exceptions upon its review of the proposed documents creating the estate or interest to be insured or otherwise ascertaining details of the transaction. NOTE: Exception 1 above shall be deemed deleted as of the time the settlement funds or proceeds of the loan to be secured by the insured mortgage, as applicable, are disbursed by the Company or its authorized agent Neither the Company nor its agent shall, however, be under any duty to disburse any sum except upon a determination that no such adverse intervening matters have appeared of record or occurred. 6. Restrictions, easements, reservations and other matters shown or stated on plat recorded in Plat Book 7, Page 66 of the Public Records of Pinellas County, Florida, but omitting any based on race, color, religion, sex, handicap, familial status or national origin unless only to the extent that the covenant, condition or restriction (a) is exempt under Title 42 of the United States Code, or (b) relates to handicap, but does not discriminate against handicapped persons. This page is only a part of a 2021 ALTA Commitment for Title Insurance issued by Chicago Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I—Requirements; and Schedule B Part !I—Exceptions and a counter -signature by the Company or its issuing agent that may be in electronic form. THE TELEPHONE NUMBER TO PRESENT INQUIRIES OR OBTAIN INFORMATION ABOUT COVERAGE AND TO PROVIDE ASSISTANCE IS 1-800-669-7450 27C170809 Copyright 2021 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA Commitment forTrtle Insurance (7-1-21) w -FL Mod AMERICAN LAND Tl TLE ASSOCIATION CHICAGO TITLE INSURANCE COMPANY' 7. Declaration of Trust (Development Grant Projects) recorded 2/23/2009 in O.R. Book 16503, Page 1067 of the Public Records of Pinellas County, Florida. This page is only a part of a 2021 ALTA Commitment for Title Insurance issued by Chicago Title Insurance Company. This Commitment Is not valid without the Notice; the Commitment to Issue Policy, the Commitment Conditions; Schedule A; Schedule B, Part 1—Requirements; and Schedule B, Part II—Exceptions; and a counter -signature by the Company or its issuing agent that may be in electronic form. THE TELEPHONE NUMBER TO PRESENT INQUIRIES OR OBTAIN INFORMATION ABOUT COVERAGE AND 71) PROVIDE ASSISTANCE IS 1-800-669-7450 27C170B09 Copyright 2021 American Land Title Association. AH rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA Commitment for Title insurance (7-1-21) w -FL Mod AMERICAN LAND TITLE 133O<1ATION ECONO\11C DEVELOPMENT AND HORSING April 30, 2024 CITY OF CLEARWATER Jeffrey Jones, Chairman Clearwater Neighborhood Housing Services, Inc. 608 N. Garden Avenue Clearwater, FL 33755 Posr OFFICE Box 4748, CLEARx \TER, FLORIDA 33758-4748 600 CLEVELAND STREET, Sn1T 600, CISAMATER, FL 33755 C ECONOMIC DEVELOPSIENT TELEPHONE (727) 562-4220 FAx (727) 562-4037 HOrsINo TELEPHONE (727) 562-4030 FAx (727) 562-4037 RE: Loan Commitment —1541 Palmetto Street Clearwater, FL 33755 Dear Jeffrey: The City of Clearwater Economic Development & Housing Department is pleased to offer a commitment to finance the acquisition of a single-family housing unit on real property with the following terms and conditions: 1. Borrower: Clearwater Neighborhood Housing Services, Inc., a Florida non-profit corporation. 2. Loan: A non -revolving loan in the amount of Two Hundred Fifty -Three Thousand Seventy -Three Dollars and 85/100 Cents ($253,073.85). 3. Purpose: To acquire a single-family home which shall be rehabilitated and resold for the provision of affordable housing. 4. Interest Rate: The interest rate will be zero (0%) percent per annum. 5. Loan Term: The term of the loan shall not exceed twenty-four (24) months. 6. Repayment: Unless the home is sold before the end of the term, no payment of principal shall be required during the twenty-four (24) month term of the loan, provided that the borrower abides by the terms of the Agreement and no default occurs. The unpaid principal will be paid when the single-family housing unit is sold or at the end of the term, whichever occurs earlier. If the home is sold before the end of the term, the agency shall reimburse the City within thirty (30) days from the proceeds of the sale less the cost of the developer fee as outlined in Exhibit "A" attached. 7. Loan Fund Source: HOME Investment Partnerships Program. 8. Sale of Property: Upon acquisition and rehabilitation of the single-family housing unit, the borrower must sell the single-family housing unit to an individual or family whose income does not exceed eighty percent (80%) of Area Median Income (AMI) based upon U.S. Department of Housing and Urban Development (HUD) guidelines in effect at the time of sale. If there is no ratified sale contract with an eligible homebuyer for the housing unit within nine (9) months of the date of completion of construction, the housing unit must be rented to an eligible tenant in accordance with 24 CFR § 92.252. The home must be the principal residence of the family. The end user may be eligible for down payment and closing costs assistance through the City of Clearwater. 9. Collateral: A first mortgage on the following described property: Legal Description: Lot 9, Block "F", Oak Hills, according to the map or plat thereof, as recorded in Plat Book 7, Page 66 of the Public Records of Pinellas County, Florida. Parcel I.D. 11-29-15-62568-006-0090 Together with all the improvements and appurtenances presently located or hereafter situated thereon. A Security Agreement constituting a valid first lien on the prior perfected security interest on all fixtures, furnishings and equipment owned by the borrower then or thereafter acquired or affixed to or used by the borrower in the operation of the mortgaged premises, including without limitation additions replacements substitutions and after acquired property. 10. This commitment becomes null and void in the event that it is established that there is anyone currently residing in the above -referenced property or in the event that someone will be displaced as a result of this transaction. 11. This loan is not assumable by another party without a written request from the borrower and written approval from the City of Clearwater. 12. The loan will be evidenced by a HOME Agreement, Mortgage, Note, and Land Use Restriction Agreement. The borrower must adhere to any and all covenants of the preceding documents. Thank you for your commitment to the provision of affordable housing for the City's residents. Sincerely, Charles H. Lane, Jr. Assistant Director, Economic Development & Housing Department The undersigned agrees to the above referenced terms and conditions and further agrees to abide by the requirements of the City of Clearwater's Economic Development & Housing Department and HOME Program. Jeffrey Jones. — Chairman Date Exhibit "A" In addition to the above -referenced terms, Clearwater Neighborhood Housing Services, Inc. agrees to the following conditions: 1. The proposed cost for rehabilitation not to exceed $80,000.00 2. The rehabilitation costs shall be contained as much as possible, if a change order is needed, prior approval is required from the City of Clearwater Economic Development and Housing Division. 3. The Developer Fee is 12% 4. Scope of Work will be determined with collaboration from the City of Clearwater Economic Development & Housing Department staff using the department's most current rehabilitation standards. 5. There will be no concessions available to the buyer. 6. The city or its designated representative will conduct inspections as required.