COMMUNITY DEVELOPMENT BLOCK GRANT AND STATE HOUSING INITITATIVES PARTNERSHIP PROGRAM AGREEMENTCOMMUNITY DEVELOPMENT BLOCK GRANT AND
STATE HOUSING INITITATIVES PARTNERSHIP PROGRAM AGREEMENT
BY AND BETWEEN
THE CITY OF CLEARWATER, FLORIDA, AND
SAH INDIGO HOLDINGS LP
This Community Development Block Grant and State using Initiatives Partnership
Program Agreement (this "Agreement") is entered into on this day of A -L.
2025 by and between the City of Clearwater, Florida, a Florida municipal corporation whose
mailing address is P.O. Box 4748, Clearwater, Florida 33758 (the "City") and SAH Indigo
Holdings LP, a Florida limited partnership, whose mailing address is 249 Royal Palm Way, Suite
301, Palm Beach, Florida 33480 (the "Developer").
WHEREAS, the Developer has applied through the City of Clearwater Economic
Development & Housing Department to borrow funds for the acquisition of a leasehold interest in
the property located at 801 Chestnut Street, Clearwater, Florida 33756 (the "Project"); and
WHEREAS, the City operates a program offering Community Development Block Grant
funds to provide such financing (the "CDBG Program"); and
WHEREAS, the City, by ordinance, has adopted a Local Housing Assistance Plan (the
"LHAP") in accordance with the Rule Chapter 67-37, Florida Administrative Code, as part of the
State Housing Initiatives Partnership Program (the "SHIP Program") which contains a rental
strategy (the "Strategy") to provide funding for the acquisition of existing rental housing for low-
income households; and
WHEREAS, the City has approved the Developer for a loan consisting of $614,867.00
from the CDBG Program and $385,133.00 from the SHIP Program for a total loan amount of
$1,000,000.00; and
WHEREAS, the City and the Developer desire to enter into a written agreement assuring
that the Project is in compliance with the terms and conditions imposed by the CDBG and SHIP
Programs; and
WHEREAS, the Developer certifies that the acquisition activity carried out under this
Agreement will meet the following CDBG program's national objective as defined in 24 CFR Part
570.208: 1) benefit low/moderate income persons; and
WHEREAS, the SHIP Program funding will benefit very -low income persons and the
CDBG Program funds will benefit low income persons.
NOW THEREFORE, in consideration of the promises and covenants contained herein, the
City and the Developer agree as follows:
1. RECITALS
The recitals set forth above are true and correct and are incorporated herein and made a part of
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this Agreement by reference.
2. NATIONAL OBJECTIVES AND USE
The Developer certifies that the activity carried out with the funds provided under this Agreement
will meet the CDBG Program national objective of benefiting low- and moderate -income persons
as it is a housing activity as indicated under 24 CFR §570.208(a)(3).
3. USE OF CDBG/SHIP FUNDS
Under the terms and conditions of this Agreement, the City has awarded a loan of CDBG funds in
the amount of SIX HUNDRED FOURTEEN THOUSAND EIGHT HUNDRED SIXTY-
SEVEN DOLLARS AND 00/100 CENTS ($614,867.00) and SHIP funds in the amount of
THREE HUNDRED EIGHTY-FIVE THOUSAND ONE HUNDRED THIRTY-THREE
DOLLARS AND 00/100 CENTS ($385,133.00) to the Developer for a total loan amount of ONE
MILLION DOLLARS AND 00/00 CENTS ($1,000,000.00) (the "Loan"). The Developer shall
use the Loan to finance the leasehold acquisition of real property located at 801 Chestnut Street,
Clearwater, FL 33756, and further described in the legal description below:
Legal Description:
Parcel 1:
That leasehold estate created by that Ground Lease by and between Housing Finance Authority of
Pinellas County, Florida, as Trustee of the Pinellas County Land Assembly Trust - Indigo
Apartments, dated May 16, 2025, and SAH Indigo Holdings, LP, a Florida limited partnership, as
evidenced by that Memorandum of Ground Lease to be recorded, in the Public Records of Pinellas
County, Florida, over the following described real property (excluding the improvements thereon):
Lots 1, 2, 3, 4, 5, 6, 9, 10 and 11; LESS the West 50 feet of the South 118 feet thereof, Block 17,
MAGNOLIA PARK SUBDIVISION, according to the map or plat thereof, as recorded in Plat Book
3, Page 43, of the Public Records of Pinellas County, Florida.
Parcel 2:
The buildings and improvements (being the buildings and improvements only and not including an
interest in the fee simple title to the land underlying the buildings and improvements) located upon
the following described real property:
Lots 1, 2, 3, 4, 5, 6, 9, 10 and 11; LESS the West 50 feet of the South 118 feet thereof, Block 17,
MAGNOLIA PARK SUBDIVISION, according to the map or plat thereof, as recorded in Plat Book
3, Page 43, of the Public Records in Pinellas County, Florida.
Parcel Number: 15-29-15-54450-017-0010 (the "Property")
The Loan shall be disbursed at time of closing on the Property. The Developer covenants that five
(5) units will be rented to income -eligible tenants, as specified in Section 4, for the duration of the
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affordability period specified in that certain Land Use Restriction Agreement between the City and
the Developer executed on even date herewith (the "LURA") (this time frame is herein known as
the "Affordability Period"). This Agreement incorporates by reference, terms and conditions
described in the Commitment Letter, the Mortgage, the Note, and the LURA. (all executed on even
date herewith and together with this Agreement the "Loan Documents"), and any other agreements
enforcing the CDBG/SHIP requirements associated with the Loan Documents. The budget for the
Project is estimated to be ONE MILLION DOLLARS 00/100 CENTS ($1,000,000.00).
4. AFFORDABILITY OF ASSISTED UNITS
Three (3) of the 208 units on the Property shall be rented to income -eligible tenants who, at time
of occupancy shall have annual household income which does not exceed eighty percent (80%)
of the Area Median Income ("AMI"), as determined and made available by the U.S. Department
of Housing and Urban Development ("HUD"), with adjustments for family size (the "CDBG-
assisted units").
An additional two (2) of the 208 units shall be rented to income -eligible tenants who, at time of
occupancy shall have annual income which does not exceed fifty percent (50%) of the AMI, as
determined and made available by the U.S. Department of Housing and Urban Development
(HUD), with adjustments for family size (the "SHIP -Assisted Units"). Further, the SHIP -Assisted
Units shall be set aside for persons with special needs as defined in Section 420.004, Florida
Statutes.
5. INCOME ELIGIBILITY; PROJECT REQUIREMENTS
The Developer shall determine and verify the income eligibility of the occupants of the CDBG and
SHIP -Assisted Units in accordance with HUD Section 8 Housing Assistance Programs in 24 CFR
Part 5, (Income Limits, Annual Income, Rent and Examination) and the State Housing Initiative
Partnership Program as authorized by Section 420.907, Florida Statutes and Chapter 67-367,
Florida Administrative Code. The Developer shall calculate gross annual income by annualizing
verified sources of income to be received by the household during the twelve (12) months
following the effective date of the determination. The Developer shall ensure compliance with all
applicable requirements under 24 CFR Part 570.
6. PROPERTY STANDARDS
The Developer attests that Project will meet all applicable local codes, standards, ordinances, land
development regulations, and current property standards.
7. COMPLIANCE MONITORING
The Developer shall determine and verify the income eligibility of the occupant of the CDBG and
SHIP -Assisted Units in accordance with 24 CFR § 5.609(a) (Income Limits, Annual Income, Rent
and Examination for the Public Housing and Section 8 Programs) and the State Housing Initiative
Partnership Program as authorized by Section 420.907, Florida Statutes, and Chapter 67-367,
Florida Administrative Code.
8. RELOCATION AND DISPLACEMENT
The CDBG Program requires compliance with the Uniform Relocation Assistance and Real Property
Acquisition Policies Act (the "URA") when activities involve property acquisition, demolition,
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rehabilitation, or displacement. In addition, Section 104(d) of the Housing and Community Development
Act of 1974 applies in specific situations where CDBG funds are used.
9. NONDISCRIMINATION
The Developer shall not discriminate, as defined by local, State, or Federal law, on the basis of
race, creed, color, sex, age, disability, family status, or national origin in the rental of units within
the Project or in connection with the employment or application for employment of persons for
the construction, or management of the Project. The Developer shall not illegally discriminate
against prospective buyers during or after the solicitation process.
10. CONSULTANT ACTIVITIES
For federally funded projects, the Developer agrees to comply with the guidelines of 2 CFR §
200.430 in that no person providing consultant services shall receive more than a reasonable rate
of compensation for services paid with federal funds.
11. DEFAULT
The Developer will be in default of this Agreement, if the Developer materially fails to perform
under this agreement, including but not limited to:
a.) Failure to comply with any of the rules, regulations or provisions referred to herein, or such
statues, regulations, executive orders, or HUD/SHIP guidelines, policies or directives as may
become applicable at any time;
b.) Ineffective or improper use of funds provided under this Agreement; or
c.) Submission by the Developer to the City of reports that are incorrect or incomplete in any
material respect.
In the event of a default by the Developer, the City may impose additional conditions, including
requiring additional information from the Developer to determine reasons for, or extent of,
noncompliance or lack of performance, withhold authority to proceed to the next phase of the
Project, require additional project monitoring, or require the Developer to obtain technical or
management assistance. The City may also give the Developer a reasonable opportunity to cure
the default; reasonableness shall be determined by the City and shall be based upon the nature and
extent of the default.
12. REMEDIES
In the event of a default, the City shall be entitled to, in addition to all other remedies provided in
law or equity:
a) To compel specific performance by the Developer of its obligations under this Agreement;
b) In accordance with 2 CFR § 200.339, if the City determines, in its sole discretion, that non-
compliance or non-performance of the terms of the Agreement cannot be remedied by the
imposition of additional conditions, or if the City determines that an opportunity to cure the
default is unwarranted or will likely be ineffective, the City may take one or more of the
following actions upon seven (7) calendar days' notice in writing to the Developer:
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i Temporarily withhold payments until the Developer takes corrective action.
i Disallow costs for all or part of the activity associated with the noncompliance of the
Developer.
in Suspend or terminate the award in part or in its entirety.
iv. Recommend suspension or debarment proceedings be initiated by the Federal agency.
v. Withhold further Federal funds (new awards or continuation funding) for the project or
program.
vi. Pursue other legally available remedies.
Per 2 CFR § 200.342, the Developer will be entitled to hearings, appeals, or other administrative
proceedings as applicable under any statute or regulation applicable to the action involved.
13. TERMINATION
Termination for Cause. This Agreement may be terminated by the City for cause in accordance
with Section 12 (Remedies).
Termination for Convenience. This Agreement may be terminated by the City or the Developer, in
whole or in part, upon sixty (60) days written notice by the terminating party, by setting forth the
reasons for such termination, the effective date, and, in the case of partial termination, the portion
to be terminated. However, if in the case of a partial termination initiated by the Developer, the
City determines that the remaining portion of the award will not accomplish the purpose for which
the award was made, the City may terminate the award in its entirety. When applicable, the City
will follow requirements per 2 CFR § 200.341 for reporting termination of this Agreement to the
OMB -designated integrity and performance system, System for Award Management (SAM)
database.
Closeout. Upon termination, in whole or in part, the parties hereto remain responsible for
compliance with the requirements in 2 CFR § 200.344 (Closeout) and 2 C.F.R. § 200.345 (Post -
closeout adjustments and continuing responsibilities).
Effect of Termination. Costs to the Developer resulting from obligations incurred during a
suspension or after termination of this Agreement are not permitted unless expressly authorized
by the City in the notice of suspension or termination. Costs to the Developer during suspension
or after termination are allowable if resulting from obligations which were properly incurred before
the effective date of suspension or termination.
14. INDEMINIFICATION AND HOLD HARMLESS
The Developer shall defend, indemnify, and hold the City and all of its officers and employees,
harmless from and against all costs, expenses, liabilities, suits, claims, losses, damages, and
demands of every kind or nature, by, or on behalf of, any person or persons whomsoever or
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whatsoever arising out of or in any matter resulting from or connected with any accident, injury,
death or damage that may happen during the time period covered by this Agreement, provided that
the claims do not arise from the actions of the City or its officers or employees. The Developer
will defend any actions or suits brought against the City by reason of the Developer's failure or
neglect in complying with any of the conditions and obligations of this Agreement, or any tort
liability arising out of actions of the Developer or any of its agents or subcontractors.
15. INSURANCE
The Developer shall maintain insurance coverage in form and amount deemed adequate by the
City for all risks inherent in the functions and aspects of its operation including but not limited to
risks of fire, casualty, automobile liability coverage, workmen's compensation insurance as
required by law, and public liability insurance for personal injury and property damage.
16. NOTICES; AGREEMENT REPRESENTATIVES
a) All notices provided for herein shall be sent by certified or registered return receipt requested
mail, or by a nationally recognized overnight courier, addressed to the appropriate party at the
at the address designated for such party specified in Subsection b) below, or such other address
as the party who is to receive such notice may designate in writing. Notice by mail shall be
completed by depositing the same in a letterbox or other means provided for the posting of
mail addressed to the party with the proper amount of postage affixed thereto. Actual receipt
of notice shall not be required to effect notice hereunder. Notices sent by a nationally
recognized overnight courier service shall be deemed delivered the next business day after
deposit with such courier unless the records of such courier indicate a later delivery in which
case the notice shall be deemed received on the date of delivery.
b) The Project shall be conducted and administered under the direction of the Developer's
representative. Unless otherwise specified herein or necessary, the Developer representative
shall coordinate the Project's implementation with the City representative (the "Project
Manager"). Further, unless otherwise stipulated herein or necessary, all notices, invoices,
payments, reports, and other written communications shall be conducted and exchanged
between the representatives for the Developer and the City, the contact information for whom
follows:
ADDRESS OF THE CITY OF CLEARWATER
City of Clearwater Economic Development & Housing
P.O. Box 4748
Clearwater, Florida 33758
Attn: Housing Manager
ADDRESS OF THE DEVELOPER
SAH Indigo Holdings LP
c/o Sunrise Affordable Housing Group, Inc.
Attn: Sam Caspert and Eric Ray
249 Royal Palm Way, Suite 301
Palm Beach, Florida 33480
Email: sam@sunriseaffordable.com & eric@sunriseaffordable.com
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With a Copy To:
Cohen Liuzzo PLLC
Attn: Eleor Cohen, Esq.
88 Pine Street, 14th Floor
New York, NY 10005
Telephone: (646) 722-1420
Email: ecohen@cohenliuzzo.com
With a Copy To:
R4 IAFL Acquisition LLC
c/o R4 Capital LLC
780 Third Avenue, 16th Floor
New York, New York 10017
Attention: Marc Schnitzer
Telephone: 646.576.7659
Email: mschnitzer@R4cap.com
With a Copy To:
Holland & Knight LLP
31 West 52nd Street
New York, New York 10019
Attention: Alan Cohen
Telephone: 212.513.3404
Email: alan.cohen@hklaw.com
17. AFFIRMATIVE MARKETING
The Developer shall adopt appropriate procedures for affirmatively marketing the CDBG and
SHIP -Assisted Units. Affirmative marketing consists of good faith efforts to provide information
and otherwise to attract to the available housing, eligible persons from all racial, ethnic and gender
groups in the housing market area. The Developer shall be required to use affirmative fair housing
marketing practices in soliciting and determining eligibility, concluding transactions, and
affirmatively further fair housing efforts. The Developer must maintain a file containing all
marketing efforts (i.e. copies of newspaper ads, memos of phone calls, copies of letters, etc.) to be
available for inspection on request by the City. The Developer must provide a description of
intended actions that will inform and otherwise attract eligible persons from all racial, ethnic, and
gender groups in the housing market of the available housing. The Developer must provide the
City with an assessment of the affirmative marketing program. Said assessment must include: a)
methods used to inform the public about federal fair housing laws and affirmative marketing
policy; b) methods used to inform and solicit applications from persons in the housing market who
are not likely to apply without special outreach; and c) records describing actions taken by the
participating entity and/or owner to affirmatively market units; and d) records to assess the results
of these actions.
18. MISCELLANEOUS
The Developer shall insure recognition of the role of the City in providing funding through this
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Agreement. Where possible, all media, press releases, and publications utilized pursuant to this
Agreement shall be prominently labeled as to the funding source.
The Developer shall comply with all other requirements in Attachment "B", Financial and
Administrative Requirements, and Attachment "C", Employment and Personnel Requirements,
adopted and incorporated herein.
19. ENFORCEMENT OF AGREEMENT
The benefits of this Agreement shall inure to and may be enforced by the City for the duration of
this Agreement, 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. The Developer 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.
20. COMPLETION OF WORK AND FORCE MAJEURE
The Developer covenants and agrees that subject to matters of force majeure, the property
acquisition shall be completed in accordance with Attachment "E". The parties may mutually agree
to amend this Agreement to extend out the date of completion.
Matters of force majeure shall include, but not necessarily be limited to, bona fide weather
disturbances, strikes, shortages of material, governmental delays (exclusive of those caused by or
as a result of the fault of the Construction Manager) and those matters over which the Construction
Manager has no control. Force majeure shall not be construed to reduce the obligation of the
Developer to timely complete the project because the failure of contractors and subcontractors to
timely complete their work unless such delay is within the definition of the term force majeure.
21. MODIFICATIONS
The City or the Developer may amend this Agreement at any time to conform with federal, state,
or local governmental guidelines and policies, or for other reasons provided that such amendments
make specific reference to this Agreement, and are executed in writing, signed by a duly authorized
representative of the City and the Developer. Such amendments will not invalidate this Agreement,
nor relieve or release the City or the Developer from their obligations under this Agreement.
22. ASSIGNABILITY
The Developer shall not assign any interest in this Agreement or otherwise transfer interest in this
Agreement without the prior written approval of the City.
The Developer shall not pledge, mortgage, or award the Property or any interest therein or any
claim arising thereunder, to any party or parties, banks, trust companies, or other financing or
financial institutions without the written approval of the City, except for such mortgages and
agreement authorized herein or in the Mortgage.
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23. GOVERNING LAW
The Developer agrees to comply with the following federal laws incorporated herein by reference
as though set forth in full, which shall govern this Agreement except as otherwise provided herein:
a) Title 1 of the Housing and Community Development Act of 1974, as amended (42 U.S.C. §
5301, et seq.);
b) Terms and conditions of the government grants under Title IX, Subchapter C, Part I of the
Omnibus Budget Reconciliation Act of 1993 (26 U.S.C. § 1391, et seq.);
c) Title 24 of the Code of Federal Regulations, 570 (HUD regulations concerning CDBG);
d) The "OMB Guidance for Federal Financial Assistance", codified at 2 CFR Part 200; and
e) Any and all laws, statutes, ordinances, rules, regulations or requirements of the federal, state
or local governments, and any agencies thereof, which relate to or in any manner affect the
performance of this Agreement.
Further, the Developer agrees to comply with all other applicable federal, state and local laws,
regulations, and policies governing the Developer's organization and governing the award
provided under this Agreement. Attachment "D", Federal Program Requirements, provides a
partial overview of federal requirements as they relate to the Award. The Developer further agrees
to utilize funds available under this Agreement to supplement rather than supplant funds otherwise
available. This Agreement incorporates all terms and conditions of the Loan and such terms and
conditions are hereby imposed upon the Developer. Moreover, those rights reserved by HUD in
the Loan are hereby reserved by the City to the extent permitted by law.
The laws of the State of Florida shall otherwise govern this Agreement.
24. RELATIONSHIP OF THE PARTIES
Nothing contained in this Agreement is intended to, or will be construed in any manner, as creating
or establishing the relationship of employer/employee between the parties. The Developer will at
all times remain an independent entity with respect to performance of the Project. The City will be
exempt from payment of all Unemployment Compensation, FICA, retirement, life and/or medical
insurance and Workers' Compensation Insurance, as the Developer is an independent entity.
25. PERFORMANCE WAIVER
The City's failure to act with respect to a breach by the Developer does not waive its right to act
with respect to subsequent or similar breaches. The failure of the City to exercise or enforce any
right or provision will not constitute a waiver of such right or provision. A waiver by one party of
the other party's performance shall not constitute a waiver of any subsequent performance required
by such other party. No waiver shall be valid unless it is in writing and signed by authorized
representatives of both parties.
26. SEVERABILITY
If any provision of this Agreement is held invalid, the remainder of this Agreement will not be
affected thereby and all other parts of this Agreement will nevertheless be in full force and effect.
27. ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement between the City and the Developer for the use
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of funds received under this Agreement and it supersedes all prior communications and proposals,
whether electronic, oral, or written between the City and the Developer with respect to this
Agreement.
The City and the Developer may execute this Agreement in counterparts, each of which is deemed
an original and all of which constitute only one Agreement.
28. TERM
This Agreement shall be in full force and effect on the date first written above and shall remain in
force for the Affordability Period.
29. NONRECOURSE
Notwithstanding anything to the contrary contained herein, Developer's obligations under this
provision shall not extend to any of its partners, members, shareholders, officers, directors,
employees, agents or consultants..
Page 10 of 24
IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed on the
day and year first above written.
(DEVELOPER SIGNATURE PAGE)
SAH INDIGO HOLDINGS LP,
a Florida limited partnership
By: SAH Indigo Holdings GP, LLC,
a Florida limited liability company,
its General Partner
By:
Name: Eric Ray
Title: Authorized Signatory
Date:
State of California
County of
On , before me, , Notary Public, personally appeared Eric Ray,
as Authorized Signatory of SAH Indigo Holdings GP, LLC, a Florida limited liability company,
the General Partner of SAH Indigo Holdings LP, a Florida limited partnership, who proved to me
on the basis of satisfactory evidence to be the person whose name is subscribed to the within
instrument and acknowledged to me that he executed the same in his authorized capacity and that
by his signature on the instrument the person, or the entity upon behalf of which the person acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Notary Public, State of California
(NOTARIAL SEAL) Name of Notary:
My Commission Expires:
My Commission No.:
Page 11 of 24
Countersigned:
(CITY OF CLEARWATER SIGNATURE PAGE)
CITY OF CLEARWATER, FLORIDA,
a Florida municipal corporation.
By:
Date:
Approved as to form: Attest:
Matthew J. Mytych, ' q.
Assistant City Attorney
Date:
STATE OF FLORIDA )
COUNTY OF PINELLAS )
ife4JPoMier
COyk.Manager
Rosemarie Call
City CI ois
Date: 01,--Q-
The foregoing instrument was acknowledged before me by means erphysical presence
or 0 online notarization, this 5 day of \\v'iV..— , 2025, by Jennifer
Poirrier as City Manager of the City of Clearwater, Florida who kis/are personally
known to me or 0 who has/have produced a driver's license as identification.
(NOTARIAL SEAL)
,.����Y�",,, Courtney M. Holzwartn
t, .`s Comm.: HH 387361
Expires: April 17, 2027
'° \` Notary Public - State of FioriP
Page 12 of 24
1,11. Hi
Notary Public; State of Florida
Name of Notary:
My Commission Expires:
My Commission No.: ' l -k 31J
ATTACHMENT "A"
NO COERCION FOR LABOR OR SERVICES ATTESTATION
Pursuant to Section 787.06(13), F.S., this form must be completed by an
officer or representative of a nongovernmental entity when a contract is
executed, renewed, or extended between the nongovernmental entity and a
governmental entity.
SAH Indigo Holdings LP does not use coercion for labor or services as
defined in this Section 787.06, F.S.
Under penalty of perjury, I declare that I have read the foregoing statement
and that the facts stated in it are true and correct.
Signature:
Printed Name:
Title:
Date:
Page 13 of 24
ATTACHMENT "B" — FINANCIAL AND ADMINISTRATIVE REQUIREMENTS
1. FINANCIAL MANAGEMENT
a) Accounting Standards. The Developer agrees to comply with 2 CFR Part 200 and to adhere to
the accounting principles and procedures required therein, utilize adequate internal controls, and
maintain necessary source documentation for all costs incurred.
b) Cost Principles. the Developer will administer its program in conformance with 2 CFR Part 200.
These principles will be applied for all costs incurred whether charged on a direct or indirect basis.
c) Duplication of Costs. The Developer certifies that work to be performed under this Agreement
does not duplicate any work to be charged against any other contract, subcontract or other source.
2. REQUIRED WRITTEN POLICIES, PROCEDURES
a) General. The Developer will provide the following written policies or procedures in accordance
with 2 CFR Part 200 (OMB Guidance for Federal Financial Assistance) and 24 CFR § 5.106:
i Conflict of Interest Policy, in accordance with 2 CFR § 200.112 (Conflict of Interest), 2 CFR
§ 200.318(c) (General Procurement Standards)
ii Cost Allowability Procedures for determining the allowability of costs in accordance with 2
CFR § 200.302(b)(7) (Financial Management) and 2 CFR § 200.403 (Factors Affecting
Allowability of Costs)
is Cash Management/Payment Timing Procedures to implement the requirements of 2 CFR §
200.305 (Federal Payment)
iv. Procurement/Purchasing Policy, in accordance with 2 CFR § 200.318(a) (General
Procurement Standards), 2 CFR § 200.319(c) and (d) (Competition), 2 CFR § 200.320
(Methods of Procurement to be followed), 2 CFR § 200.324(a) (Contract Cost and Price), and
2 CFR § 200.326 (Bonding Requirements)
v. Compensation, Fringe Benefits and Travel Costs, in accordance with 2 CFR § 200.430
(Compensation -Personal Services), 2 CFR § 200.431 (Compensation -Fringe Benefits), 2 CFR
§ 200.474 (Travel Costs)
vi If applicable. Gender Identity Equal Access Operating Policy and Procedures, in accordance
with 24 CFR § 5.106 (Equal Access in Accordance with the Individual's Gender Identity in
Community Planning and Development Programs) if the Developer is a manager or owner of
temporary or emergency shelters or other buildings and facilities and providers of services.
3. DOCUMENTATION AND RECORDKEEPING
a) Records to Be Maintained. The Developer will maintain all records required by the Federal
regulations specified in 24 CFR § 570.506 (Records to be Maintained), 2 CFR § 200.302 (Financial
Management), and 2 CFR § 200.334 (Retention Requirements for Records) that are pertinent to
the activities to be funded under this Agreement. Such records include but are not limited to:
i. Records providing a full description of each activity undertaken;
ii. Records demonstrating that each activity undertaken meets one of the National Objectives of
the CDBG program;
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iii. Records required to determine the eligibility of activities;
iv. Client data demonstrating client eligibility. Such data shall include, but not be limited to, client
name, address, income level or other basis for determining eligibility, and description of
benefit provided. The Developer understands that protected personally identifiable
information (PII) is private and, when not directly connected with the administration of this
Agreement, shall not be disclosed, unless written consent is obtained from such person
receiving benefit and, in the case of a minor, that of a responsible parent/guardian;
v. Records demonstrating compliance with Affirmative Marketing requirements;
vi. Records required to document the acquisition, improvement, use or disposition of real
property acquired or improved with CDBG assistance;
vii. Records documenting compliance with the civil rights components of the CDBG program;
viii. Financial records as required by 24 CFR § 570.502 and 2 CFR § 200.334;
ix. This project is not subject to this provision. Labor standards records required to document
compliance with the Davis Bacon Act, the provisions of the Contract Work Hours and Safety
Standards Act, and all other applicable Federal, State and Local laws and regulations
applicable to CDBG-funded construction projects; and
x. Other records necessary to document compliance with Subpart K of 24 CFR Part 570.
b) Access to Records and Retention. The Developer shall at any time during normal business hours,
and as often as the City and/or the Federal Government may deem necessary, make available for
examination all of the Developer's records, books, documents, papers, and data with respect to all
matters covered by this Agreement and shall permit the City and/or its designated authorized
representative to audit and examine the same for the purposes of making audit, examination,
excerpts and transcriptions.
All records pertaining to this Agreement shall be retained for a period of five (5) years from the
date of submission of the final expenditure report or, for federal awards that are renewed quarterly
or annually, from the date of the submission of the quarterly or annual financial report.
Notwithstanding the above, if any litigation, claim, audit, negotiation or other action that involves
any of the records cited and that has started before the expiration of the five (5) -year period, then
such records must be retained until completion of the actions and resolution of all issues, or the
expiration of the five-year period, whichever occurs later. Nothing herein shall be construed to
allow destruction of records that may be required to be retained longer by state law.
c) Audits and Inspection. If the Developer expends more than $1,000,000.00 in a fiscal year in
federal awards from all sources, the Developer shall have a single or program -specific audit
conducted for that year in accordance with 2 CFR § 200.501 (Audit Requirements). The Catalog
of Federal Domestic Assistance (CFDA) number is 14.228. Audit report(s) shall be submitted to
the City within the earlier of thirty (30) days after receipt of the auditor's report(s), or nine (9)
months after the end of the audit period, unless the Developer and the City agree to a longer period
in advance. the Developer shall be responsible for the costs associated with this audit. The
Developer shall submit any additional documentation requested by the City to substantiate
compliance to this provision if necessary. In the event the Developer expends less than the
threshold established by 2 CFR § 200.501, the Developer is exempt from Federal audit
requirements for that fiscal year, however, the Developer must provide a Single Audit exemption
statement to the City no later than three months after the end of the Developer's fiscal year for
Page 15 of 24
each applicable audit year. In the event the audit shows that the entire funds disbursed hereunder,
or any portion thereof, were not expended in accordance with the conditions of this Agreement,
the Developer shall be held liable for reimbursement to the City of all funds not expended in
accordance with these applicable regulations and Agreement provisions within thirty (30) days
after the City has notified the Developer of such non-compliance.
The Developer is responsible for follow-up and corrective action on all audit findings pursuant to
2 CFR § 200.511 (Audit Findings Follow Up) and 2 CFR § 200.512 (Report Submission). Failure
of the Developer to comply with the above audit requirements will constitute a violation of this
Agreement and may result in the withholding of future payments.
4. REPORTING
a) General. The Developer shall provide to the City its Data Universal Numbering System (DUNS)
Number and must register and maintain the currency of information in the System for Award
Management (SAM) database, so that Grantee complies with the requirements established by the
Federal Office of Management and Budget concerning the DUNS, SAM and Federal Funding
Accountability and Transparency Act (HATA), as required in 2 CFR Part 25 and 2 CFR Part 170.
The Developer will also comply with the Digital Accountability and Transparency Act (DATA
Act) of 2014, as set forth in Appendix A to Part 25 -Award Term.
b) Program Income. Program income, as defined by 24 CFR § 570.500(a), is not anticipated as a
result of this Project.
5. ENVIRONMENTAL RESPONSIBILITIES
The Developer shall not assume the City's environmental responsibilities described at 24 CFR §
570.604; and the Developer shall not assume the City's responsibility for initiating the review
process under the provisions of 24 CFR Part 52. However, the Developer agrees that it shall supply
the City with all available, relevant information necessary for the City to perform any required
environmental review pursuant to HUD regulations at 24 CFR Part 58, as amended, for each
property to be acquired, rehabilitated, converted, leased, repaired or constructed with the CDBG
Award; it shall carry out mitigating measures required by the City or select alternate eligible
property; and it shall not acquire, rehabilitate, convert, lease, repair or construct property, or
commit HUD or local funds to such program activities with respect to any such property, until it
has received notice from the City that the environmental review is complete.
6. ENVIRONMENTAL CONDITIONS AND HISTORIAL REVIEW
a) Air and Water. The Developer agrees to comply with the following requirements insofar as they
apply to the performance of this Agreement: Clean Air Act (42 U.S.C. §§ 7401-7671q.) and the
Federal Water Pollution Control Act (33 §§ U.S.C. 1251-1387), as amended—Contracts and
subgrants of amounts in excess of $150,000.00 must contain a provision that requires the non -
Federal award to agree to comply with all applicable standards, orders or regulations issued
pursuant to the Clean Air Act (42 U.S.C. §§ 7401-7671q) and the Federal Water Pollution Control
Act as amended (33 U.S.C. §§ 1251-1387). Violations must be reported to the federal awarding
agency and the Regional Office of the Environmental Protection Agency (EPA).
Page 16 of 24
b) Flood Disaster Protection. In accordance with the requirements of the Flood Disaster Protection
Act of 1973 (42 U.S.C. § 4001), the Developer shall assure that for activities located in an area
identified by the Federal Emergency Management Agency (FEMA) as having special flood
hazards, flood insurance under the National Flood Insurance Program is obtained and maintained
as a condition of financial assistance for acquisition or construction purposes (including
rehabilitation).
c) Lead -Based Paint. The Developer agrees that any construction or rehabilitation of residential
structures with assistance provided under this Agreement shall be subject to HUD Lead -Based
Paint Regulations at 24 CFR § 570.608 and 24 CFR Part 35, Subpart B. Such regulations pertain
to all CDBG-assisted housing and require that all owners, prospective owners, and tenants of
properties constructed prior to 1978 be properly notified that such properties may include lead-
based paint. Such notification shall point out the hazards of lead-based paint and explain the
symptoms, treatment and precautions that should be taken when dealing with lead-based paint
poisoning and the advisability and availability of blood lead level screening for children under
seven. The notice should also point out that if lead-based paint is found on the property, abatement
measures may be undertaken. The regulations further require that, depending on the amount of
Federal funds applied to a property, paint testing, risk assessment, treatment and/or abatement
may be conducted.
ch Historic Preservation. The Developer agrees to comply with the Historic Preservation
requirements set forth in the National Historic Preservation Act of 1966, as amended and the
procedures set forth in 36 CFR Part 800, Advisory Council on Historic Preservation Procedures
for Protection of Historic Properties, insofar as they apply to the performance of this Agreement.
In general, this requires concurrence from the State Historic Preservation Officer for all
rehabilitation and demolition of historic properties that are fifty years old or older or that are
included on a federal, state, or local historic property list.
Page 17 of 24
ATTACHMENT "C"
EMPLOYMENT AND PERSONNEL
REQUIREMENTS
L ANTIDISCRIMINATION REQUIREMENTS
APPLICABLE LAWS. The Developer shall not discriminate against nor exclude any employee or
applicant for employment because of race, color, religion, sex, gender, sexual orientation, age,
familial status, pregnancy, handicap, national origin, and AIDS or HIV. Upon receipt of evidence
of such discrimination, the City shall have the right to terminate this Agreement. The Developer
shall take the necessary steps to ensure that applicants for employment and employees are treated
without regard to such discriminatory classifications. When expending the award, the Developer
shall, within the eligible population, comply with the following nondiscrimination requirements:
a) Equal Opportunity. Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d et seq.) and
implementing regulations in 24 CFR Part 1, together with section 109 of the Act (24 CFR §
570.602) which prohibit discrimination in any program or activity funded in whole or in part
with funds made available under this Agreement.
b) Anti -Discrimination. Pinellas County Ordinance, Chapter 70 — Human Relations, Article II —
Discrimination, which prohibits discrimination in the areas of employment, government
programs, and housing and public accommodations on the basis of race, color, religion, national
origin, familial status, sex (including gender identity and gender expression), sexual orientation,
and disability within the legal boundaries of Pinellas County, Florida, including all
unincorporated and incorporated areas.
c) Section 3 of the Housing and Urban Development Act of 1968/Equal Opportunity. This
project is not subject to this provision. The Developer 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 CFR Part 75 regarding economic opportunities for
low-income persons and the use of local businesses, if applicable.
d) Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all
contracts that meet the definition of "federally assisted construction contract" in 41 CFR Part
60-1.3 must include the equal opportunity clause provided under 41 CFR Part 60-1.4(b), in
accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319,
12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375,
"Amending Executive Order 11246 Relating to Equal Employment Opportunity", and
implementing regulations at 41 CFR Part 60, "Office of Federal Contract Compliance
Programs, Equal Employment Opportunity, Department of Labor".
e) Minority and Women's Business Enterprises, Veterans, Etc. This project is not subject to
this provision. The requirements of Executive Orders 11625, 12432, 12138, 2 CFR § 200.321,
and 24 CFR § 85.36(e) applies to grants under this part. Consistent with HUD's responsibilities
Page 18 of 24
under these Orders. The Developer must make efforts to encourage the use of small businesses,
minority businesses, veteran -owned businesses, women's business enterprises, and labor
surplus area firms, in connection with funded activities.
f) Age Discrimination Act of 1975, as Amended. No person will be excluded from participation,
denied program benefits, or subjected to discrimination on the basis of age under any program
or activity receiving federal funding assistance. (42 U.S.C. § 6101, et. seq.)
Section 504 of the Rehabilitation Act of 1973, as Amended. No otherwise qualified
individual will, solely by reason or his or her disability, be excluded from participation
(including employment), denied program benefits, or subjected to discrimination under any
program or activity receiving Federal funds. (29 U.S.C. § 794)
h) Public Law 101-336, Americans with Disabilities Act of 1990. Subject to the provisions of
this title, no qualified individual with a disability will, by reason of such disability, be excluded
from participation in or be denied the benefits of the services, programs, or activities of a public
entity, or be subjected to discrimination by any such entity.
i) Posting Requirement. The Developer shall post in conspicuous places, available to employees
and applicants for employment, notices to be provided by the government setting forth the
provisions of these non-discrimination requirements.
g)
2. GENDER IDENTITY
The Developer, if a manager or owner of temporary or emergency shelters, shall comply with the
terms and conditions set forth in 24 CFR § 5.105(a)(2) and 24 CFR § 5.106: equal access to
accommodations, placement and services shall be provided in accordance with the individual's
gender identity, and individuals will not be subjected to intrusive questioning or asked to provide
evidence of the individual's gender.
3. CONFLICT OF INTEREST
No covered persons who exercise or have exercised any functions or responsibilities with respect
to CDBG-assisted activities, or who are in a position to participate in a decision-making process
or gain inside information with regard to such activities, may obtain a financial interest in any
contract, or have a financial interest in any contract, subcontract, or agreement, with respect to the
CDBG-assisted activity, or with respect to the proceeds from the CDBG-assisted activity,
including but not limited to occupancy of any of the CDBG-assisted unit, either for themselves or
those with whom they have business or immediate family ties, during their tenure or for a period
of one (1) year thereafter. For purposes of this paragraph, a "covered person" includes any person
who is an employee, agent, consultant, officer, board member or elected or appointed official of
the City, the Developer, or any designated public agency.
The Developer agrees to abide by the provisions of 2 CFR § 200.318 and 24 CFR § 570.611, which
includes maintaining a written code or standards of conduct that will govern the performance of
its officers, employees or agents engaged in the award and administration of contracts supported
by Federal funds.
Page 19 of 24
4. DEBARMENT AND SUSPENSION
a) The Developer shall comply with the debarment and suspension requirements set forth in
24 CFR §570.609, which requires compliance with 24 CFR Part 5 and 2 CFR Part 2424. The
Developer shall not enter into a contract with any person, agency, or entity that is debarred,
suspended, or otherwise excluded from or ineligible for participation in federal assistance
programs under Executive Order 12549 or 12689, "Debarment and Suspension," which is
made a part of this Agreement by reference. In the event that the Developer has entered into a
contract or subcontract with a debarred or suspended party, no CDBG funds will be provided
as reimbursement for the work done by that debarred or suspended contractor or subcontractor.
The Developer shall keep copies of the debarment and suspension certifications required by
2 CFR Part 2424 and a copy of the sheet documenting that the federal debarment list was
checked.
b) Changes. The Developer shall report all changes to systems utilized to carry out the Project,
any conflicts of interest that occur during the period of performance, debarment and
suspensions, and incidents of fraud, waste, and abuse.
5. RELIGIOUS ACTIVITIES
The Developer, if a faith -based organization, shall comply with the terms and conditions set forth
in 24 CFR Part 5 General HUD Program Requirements; Waivers, Section 5.109, Equal
participation of Religious Organizations in HUD Programs, as well as 24 CFR § 570.200, 24 CFR
§ 570.503, as amended, and 24 CFR § 570.607 regarding faith -based organizations.
6. LOBBYING
The Developer acknowledges this Agreement is subject to 31 U.S.C. § 1352 (Limitation on Use
of Appropriated Funds to Influence Certain Federal Contracting and Financial Transactions) and
55 FR 6736, and 54 FR 52306. The Developer certifies by signing this Agreement, to the best of
his or her knowledge and belief that:
• No Federal appropriated funds have been paid or will be paid, by or on behalf of it, to any
person for influencing or attempting to influence an officer or employee of any agency, a
Member of Congress, an officer or employee of Congress, or an employee of a member of
Congress in connection with the awarding of any federal contract, the making of any federal
grant, the making of any federal loan, the entering into of any cooperative agreement, and the
extension, continuation, renewal, amendment, or modification of any federal contract, grant,
loan, or cooperative agreement;
• If any funds other than Federal appropriated funds have been paid or will be paid to any person
for influencing or attempting to influence an officer or employee of any agency, a member of
Congress, an officer or employee of Congress, or an employee of a member of Congress in
connection with this Federal contract, grant, loan, or cooperative agreement, it will complete
and submit Standard Form -LLL, "Disclosure Form to Report Lobbying", in accordance with
Page 20 of 24
its instructions; and
• It will require that the language of paragraph (d) of this Section 6 (Lobbying) be included in
the award documents for all subawards at all tiers (including subcontracts, subgrants, and
contracts under grants, loans, and cooperative agreements) and that all Subrecipients shall
certify and disclose accordingly:
• Lobbying Certification. This certification is a material representation of fact upon which
reliance was placed when this transaction was made or entered into. Submission of this
certification is a prerequisite for making or entering into this transaction imposed by
Section 1352, Title 31, U.S.C. Any person who fails to file the required certification shall be
subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such
failure.
7. Build America, Buy America Act (BABA): [Pub. L. No. 117-58, §§ 70901-52] This project is
not subject to this provision. If the total project amount exceeds $250,000.00 the Recipient must
comply with the requirements of the Build America, Buy America (BABA) Act, 41 USC § 8301,
and all applicable rules and notices, as may be amended, if applicable to the Recipient's
infrastructure project. Pursuant to HUD's Notice, "Public Interest Phased Implementation Waiver
for FY 2022 and 2023 of Build America, Buy America Provisions as Applied to Recipients of
HUD Federal Financial Assistance" (88 FR 17001), any funds obligated by HUD on or after the
applicable listed effective dates, are subject to BABA requirements, unless excepted by a waiver.
Page 21 of 24
ATTACHMENT "D"
FEDERAL PROGRAM REQUIREMENTS
Requirements
Federal Regulations
Other References
1. Federal Labor Standards (N/A)
- Davis -Bacon
- Copeland Act (Anti -kickback)
- Contract Work Hours and Safety
Standards
24 CFR § 570.603;
29 CFR Parts 1, 3, and
5
Section 110, Housing &
Community Development Act of
1974 (HCDA); 40 U.S.C.
276a -276a-5; 40 U.S.C. 276c; 40
U.S.C. 327 et seq.
2. Equal Employment Opportunity
24 CFR §
570.601-602,
24 CFR § 570.607,
41 CFR Part 60
Executive Orders 11246 and
12086, 12 U.S.C. 1701u
3. List of Debarred or Ineligible Contractors
24 CFR § 570.609,
24 CFR Part 24
4. Non -Discrimination
24 CFR Part 8
24 CFR § 570.601,
24 CFR § 570.602
Section 504 of Rehab. Act of
1973, Americans with
Disabilities Act of 1990, Exec.
Order 11063
5. Fire Safety Codes
Local
6. Building, Housing, and Zoning Codes;
Housing Quality Standards
24 CFR §
570.208(b)(1)(iv) and
(b)(2)
Local
7. Lead -Based Paint
24 CFR § 570.608, 24 CFR Part 35
42 U.S.0 4821et seq.
8. Lump Sum Drawdowns
24 CFR § 570.513
9. Environmental/Historic
Preservation/National
Environmental Policy Act/Flood Insurance
Requirements
- Siting Near Airports Coastal Barrier
Resources
- Fish and Wildlife Protection
- Flood Plain
- National Historic Preservation
- Noise Abatement & Control
- Wetlands
- Air Quality
- Coastal Zones
- Endangered Species
- Thermal/Explosive Hazards
- Flood Insurance
24 CFR §
570.503 b 5 i
()( )( )
and 24 CFR § 570.604,
24
CFR § 570.202, 24
CFR Part 58
Ref. At 24 CFR § 58.6
See reference at 24
CFR § 58.5, 24 CFR §
570.605
Sec. 104(g), HCDA
42 U.S.0 4001 et seq.
Page 22 of 24
10. Relocation, Real Property Acquisition, and
One -For -One Housing Replacement
- Uniform Relocation Act
- Residential anti -displacement and
relocation assistance
- One -for -One Replacement
24 CFR § 570.201(i),
24 CFR § 570.606, 49
CFR Part 24; 24 CFR
Part 42
Sect. 104(d) and
105(a)(11)of HCDA,
www.hud.gov/relocation
11. Definition of Computation of Units of
Services
term
IDIS instructions
12. Section 108 Loan Guarantees
24 CFR §
570.700-570.709
Sec. 108 of HCDA
13. Applicable Credits
A-87
Page 23 of 24
Attachment "E"
Affordable Housing Schedule
Project acquisition will commence and be completed in accordance with the schedule below and in no
event will acquisition commence later than 30 days from the date of this Agreement.
1. Acquisition: On or before June 18, 2025
2. Budget $1,000,000.00
Page 24 of 24
This instrument was prepared by and retum to:
Michael Fuino, Esq.
P.O. Box 4748
Clearwater, Florida 33758
NOTE TO RECORDER: THE NOTE AND MORTGAGE DESCRIBED BELOW ARE
EXEMPT FROM DOCUMENTARY STAMP TAX AND INTANGIBLE TAX AS SET FORTH
IN SECTION 420.513 FLORIDA STATUTES
LEASEHOLD MORTGAGE
THIS LEASEHOLD MORTGAGE (this "Mortgage") is made as of this day of•cUte- ,
2025, by and between SAH Indigo Holdings LP, a Florida limited partnership, whose mailing address
is 249 Royal Palm Way, Suite 301, Palm Beach, FL 33480 ("Borrower"), and the Community
Redevelopment Agency of the City of Clearwater, Florida, a public body politic of the State of Florida
created pursuant to Part III, Chapter 163, Florida Statutes ("Lender"), whose mailing address is P.O.
Box 4748, Clearwater, Florida 33758.
WHEREAS, Borrower is indebted to Lender in the principal sum of Two Million Dollars and
00/100 Cents ($2,000,000.00), which indebtedness is evidenced by Borrower's Promissory Note of
even date herewith (the "Note") attached hereto as Exhibit "A"; and
WHEREAS, Borrower does hereby mortgage, grant, and convey to Lender a security interest
in the Borrower's leasehold interest evidenced in that certain Ground Lease between the Housing
Finance Authority of Pinellas County, Florida as trustee of the Pinellas County Land Assembly Trust
and Borrower dated as of even date herewith (the "Ground Lease"), for the following real property,
as described in Exhibit "B" attached hereto which has an address of 801 Chestnut Street, Clearwater,
Florida 33756 ("the Property") located in the County of Pinellas, State of Florida together with all the
improvements now or hereafter erected on the property, and all easements, rights, appurtenances,
rents, royalties, mineral, oil and gas rights and profits, water, water rights, and water stock, and all
fixtures now or hereafter attached to the property, all of which, including replacements and additions
thereto, shall be deemed to be and remain a part of the property covered by this Mortgage;
(collectively, the "Property") and also known as Indigo Apartments; and
WHEREAS, Borrower covenants that Borrower is lawfully seized of the leasehold estate
hereby conveyed and has the right to mortgage, grant, and convey its leasehold interest in the
Property, and that Borrower will warrant and defend generally its leasehold interest in the Property
against all claims and demands, subject to any declarations, easements or restrictions listed in a
schedule of exceptions to coverage in any title insurance policy insuring Lender's interest in the
Property; and
WHEREAS, Borrower has also entered into a Land Use Restriction Agreement with the City
of Clearwater, a municipal Corporation ("the City") executed on even date herewith (the "the City
LURA"); a SHIP/CDBG Agreement with the City executed on even date herewith (the "the City
SHIP/CDBG Agreement"); and a Land Use Restriction Agreement with the Housing Finance
Authority of Pinellas County, Florida as trustee of the Pinellas County Land Assembly Trust executed
on even date (the "County LURA") and covenants that Borrower will perform and comply with the
requirements and conditions of the City LURA, the City SHIP/CDBG Agreement, and the County
LURA the terms of which are incorporated herein and that failure to comply with the terms of the
City LURA the City SHIP/CDBG Agreement, or the County LURA shall be a default under this
Mortgage and the Note; and
WHEREAS, Lender and Borrower covenant and agree that all proceeds from this loan shall
be used for the development of the Property (the "Project"). Excess funds, if any, will be returned to
Lender and applied to the Borrower's indebtedness in the following order: outstanding interest due,
if any; fees, if any, and then to the principal balance of the mortgage.
Borrower and Lender mutually covenant and agree as follows:
1. Payment of Principal: Principal is deferred for and may be forgiven by Lender in its
sole and absolute discretion forty-three (43) years from the date of execution of the Note.
2. Taxes and Insurance: Borrower shall pay all ad valorem property taxes due on the
subject property prior to any delinquency, and insurance on the Property until this Mortgage is
satisfied.
3. Application of Payments: Unless applicable law provides otherwise, all payments
received by Lender under the Note and this Mortgage will be applied by Lender first to interest
payable on the Note, then to the principal of the Note, to satisfy the Mortgage only upon full payment
of amounts payable to Lender under the Note and under this Mortgage.
4. Charges, Liens, and Subordination: Borrower shall pay all taxes, assessments, and
other charges, fines, and impositions attributable to the Property which may attain a priority over this
Mortgage in the manner provided herein. Failure to pay beyond any applicable notice and cure period
as required hereunder shall constitute a default of this Mortgage and the Note. Borrower shall
promptly furnish to Lender all notices of amounts due under this paragraph and shall promptly furnish
to Lender evidence of satisfying the encumbrance (by bond or otherwise) receipts evidencing such
payments. Borrower shall promptly discharge any lien, whether or not such lien has priority over this
Mortgage. Notwithstanding anything contained herein the contrary, Lender agrees that Borrower
may obtain institutional financing for acquisition, construction or refinancing of the Project, and
agrees to cooperate with Borrower in such undertaking. Lender specifically agrees: (i) that this
Mortgage shall be subject and subordinate in all respects to the liens, terms, covenants, and conditions
of such loans; and (ii) to execute a subordination in form and substance reasonably dictated by the
third -party lender. In addition Lender agrees that this mortgage shall be subordinate to that certain
mortgage agreement executed on even date herewith by Borrower in favor of Berkadia Commercial
Mortgage LLC. For sake of clarity, this Mortgage shall have priority over: 1) that certain mortgage
agreement of even date herewith between the Borrower and the City securing a principal amount of
$1,000,000.00; and 2) that certain mortgage agreement of even date herewith between Borrower and
Pinellas County, Florida securing a principal amount of $3,000,000.00.
5. Hazard Insurance: Subject to the senior mortgage, Borrower shall keep the
improvements now existing or hereafter erected on the property insured against loss by fire, hazards
included within the term "extended coverage", and such other hazards as Lender may require, and in
such amounts and for such periods as Lender may require; provided, that Lender shall not require that
the amount of such coverage exceed that amount of coverage required to pay the sums secured by
this Mortgage. The insurance carrier providing the insurance shall be chosen by Borrower subject to
approval by Lender, provided that such approval shall not be unreasonably withheld. All premiums
on insurance policies shall be paid timely when due, directly to the insurance carrier. All insurance
policies and renewals thereof shall be in a form acceptable to Lender and shall include a standard
mortgage clause in favor of and in form acceptable to Lender. Lender shall have the right to hold the
2
policies and renewals thereof, and Borrower shall promptly furnish to Lender all renewal notices and
all receipts of paid premiums. In the event of loss, Borrower shall give prompt notice to the insurance
carrier and Lender. Lender may make proof of loss if not made promptly by Borrower. Unless Lender
and Borrower otherwise agree in writing, insurance proceeds shall be applied to restoration or repair
of the Property damaged, provided such restoration or repair is economically feasible and the security
of this Mortgage is not thereby impaired. If such restoration or repair is not economically feasible or
if the security of this Mortgage would be impaired, Borrower shall direct the insurance company to
apply insurance proceeds to the sums secured by this Mortgage with payment directly to Lender, with
the excess, if any, paid to Borrower.
6. Preservation and Maintenance of Property: Borrower shall keep the Property in good
repair and shall not commit waste or permit impairment or deterioration of the Property subject to
normal wear and tear.
7. Protection of Lender's Security: If Borrower fails to perform the covenants and
agreements contained in this Mortgage, the Note, the City LURA, the City SHIP/CDBG Agreement,
or the County LURA; or if any action or proceeding is commenced which materially affects Lender's
interest in the Property, including, but not limited to, eminent domain, insolvency, code enforcement,
or arrangements or proceedings involving a bankrupt or decedent, then Lender at Lender's option,
upon notice to Borrower, may make such appearances, disburse such sums and take such action as is
necessary to protect Lender's interest, including, but not limited to entry upon the Property to make
repairs. Any amounts disbursed by Lender pursuant to this Paragraph 7, shall bear interest thereon at
the rate of three percent (3%) per annum, and shall become additional indebtedness of Borrower
secured by this Mortgage. Unless Borrower and Lender agree to other terms of payment, such
amounts shall be payable upon notice from Lender to Borrower requesting payment thereof and shall
bear interest from date of disbursement at the rate payable from time to time on outstanding principal
under the Note. Nothing contained in this Paragraph 7 shall require Lender to incur any expense or
take any action hereunder.
8. Inspection: Subject to the rights of tenants, Lender may make or cause to be made
reasonable entries upon and inspections of the Property, provided that Lender gives Borrower notice
at least forty-eight (48) hours prior to any such inspection specifying reasonable cause therefore
related to Lender's interest in the Property.
9. Condemnation: In the event of condemnation, the Lender may do and pay for
whatever is reasonable or appropriate to protect Lender's interest in the Property. The proceeds of
any award or claim for damages, direct or consequential, in connection with any condemnation or
other taking of the Property, or part thereof, or for conveyance in lieu of condemnation, are hereby
assigned and shall be paid to Lender in accordance with Article 9 of the Ground Lease. In the event
of a partial taking of the Property, unless Borrower and Lender otherwise agree in writing, the
proceeds shall be paid to Lender in accordance with Article 9 of the Ground Lease. However, if, as
a result of any such condemnation or a casualty event, it is impractical or impossible to operate the
project consistent with the use that existed prior to such event during the remainder of the term of the
Note and this Mortgage, then Lender shall be entitled to a proportionate share of proceeds toward
repayment of the Note. After such payment, the grant shall be deemed forgiven, and this Mortgage
shall be satisfied of record.
10. Borrower Not Released: Extension of the time for payment or modification of the sums
secured by this Mortgage granted by Lender to any successor in interest of Borrower shall not operate
to release, in any manner, the liability of the original Borrower and Borrower' s successors in interest.
3
Lender shall not be required to commence proceedings against such successor or refuse to extend
time for payment or otherwise modify the sums secured by this Mortgage by reason of any demand
made by the original Borrower and Borrower's successors in interest. Any additional amounts
subsequently disbursed by Lender shall become additional debt of the Borrower and secured by this
mortgage.
11. Forbearance by Lender Not a Waiver: Any forbearance by Lender in exercising any
right or remedy hereunder, or otherwise afforded by applicable law, shall not be a waiver of or
preclude the exercise of any such right or remedy. A waiver of one provision shall not be construed
as a subsequent waiver of the same or any other provision. Waivers shall be effectuated by mutual
written agreement. The procurement of insurance or the payment of taxes or other liens or charges by
Lender shall not be a waiver of Lender's right to accelerate the maturity of the indebtedness secured
by this Mortgage.
12. Remedies Cumulative: All remedies provided in this Mortgage are distinct and
cumulative to any other right or remedy under this Mortgage, the Note, the City LURA, the City
SHIP/CDBG Agreement, the County LURA, or afforded by law or equity, and may be exercised
concurrently, independently, or successively.
13. Successors and Assigns: The covenants and agreements herein contained shall bind,
and the rights hereunder shall inure to, the respective successors and assigns of Lender and Borrower.
Borrower may only transfer its rights and obligations hereunder upon receipt of written approval from
Lender. In the event the Borrower assigns its obligations in accordance with this section, all of the
Borrower's obligations and agreements made hereunder shall be fully and completely assigned to
such assignee in full as if such assignee were mentioned by name instead of the Borrower herein.
14. Notice: Except for any notice required under applicable law to be given in another
manner, 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. Copies of any notice provided to
Borrower shall also be provided to Cohen Liuzzo PLLC, 88 Pine Street, 14th Floor, New York, New
York 10005, Attention: Eleor Cohen, Esq., Email: ecohen@cohenliuzzo.com and to R4 IAFL
Acquisition LLC, c/o R4 Capital LLC, 780 Third Avenue, 16th Floor, New York, New York 10017,
Attention: Marc Schnitzer, Email: mschnitzer@R4cap.com, and to Holland & Knight LLP, 31 West
52°' Street, New York, New York 10019, Attention, Alan Cohen, Esq., Email:
alan.cohen@hklaw.com.
15. Governing Law, Severability: The laws of Florida shall govern this Mortgage. Venue
shall be in Pinellas County, Florida, or nearest location having proper jurisdiction. In the event that
any provision or clause of this Mortgage or the Note conflicts with applicable law, such conflict shall
not affect other provisions of this Mortgage or the Note which can be given effect without the
conflicting provision, and to this end the provisions of the Mortgage and the Note are declared to be
severable.
16. Borrower's Copy: Borrower shall be furnished a conformed copy of the Note and of
this Mortgage at the time of execution or after recordation hereof.
4
17. Transfer of the Property: If all or any part of the Property or an interest therein is sold
or transferred by Borrower without first obtaining written approval from Lender, then the Borrower
shall be considered in default and subject to acceleration pursuant to the terms herein. Further,
Borrower's successor or assignee is bound by all the terms and conditions of this Mortgage, Note, the
City LURA, the City CDBG/SHIP Agreement, and the County LURA.
18. Acceleration; Remedies: Upon Borrower's breach of any covenant(s) or term(s) in
this Mortgage, the Note, the City LURA, the City CDBG/SHIP Agreement, or the County LURA,
including the covenants to pay when due any sums that are secured by this Mortgage or debts senior
to this Mortgage, Lender prior to acceleration shall mail notice to Borrower as provided in Paragraph
14 hereof specifying: (1) the breach; (2) the action required to cure such breach; (3) a date, not less
than 30 days from the date the notice is mailed to Borrower, by which such breach must be cured;
however, if a non -monetary breach can be cured, but not within such thirty (30) day period, Borrower
shall not be in default so long as the Borrower commences cure actions within such thirty (30) day
period, thereafter diligently pursues the cure of the breach to completion, and cures the breach within
one hundred eighty (180) days from the date of Lender's notice the Borrower of the breach; and (4)
that failure to cure such breach on or before the date specified in the notice may result in acceleration
of the sums secured by this Mortgage, foreclosure by judicial proceeding and sale of Property. The
notice shall further inform Borrower of the right to reinstate after acceleration and the right to assert
in the foreclosure proceeding, the non-existence of a default or any other defense of Borrower to
acceleration and foreclosure. If the breach is not cured on or before the date specified in the notice,
Lender, at Lender's option, and subject in all respects to the liens, terms, covenants and conditions of
any senior mortgage loans, may declare all of the sums secured by this Mortgage to be immediately
due and payable without further demand and may foreclose this Mortgage by judicial proceeding.
Lender shall be entitled to collect in such proceeding, all expenses of foreclosure, including, but not
limited to costs of documentary evidence, abstracts and title reports. In addition to these requirements,
if Lender intends to accelerate or otherwise foreclose on this Mortgage, Lender shall first notify the
lessor of the Ground Lease and provide them with sixty (60) days written notice in accordance with
Paragraph 14 so that lessor may have an opportunity to satisfy the indebtedness secured by this
Mortgage and/or acquire this Mortgage.
19. Borrower's Right to Reinstate: Notwithstanding Lender's acceleration for the sums
secured by this Mortgage, Borrower shall have the right to have any proceedings begun by Lender to
enforce this Mortgage discontinued at any time prior to entry of a Judgment enforcing this Mortgage
provided that (a.) Borrower pays Lender all sums which would be then due under this Mortgage, the
Note and notes securing Future Advances as defined herein, if any, had no acceleration occurred; (b.)
Borrower cures all breaches of any other covenants or agreements of Borrower contained in this
Mortgage; (c.) Borrower pays all reasonable expenses incurred by Lender in enforcing the covenants
and agreements of Borrower contained in this Mortgage and in enforcing Lender's remedies as
provided in Paragraph 18 hereof; and (d.) Borrower takes such action as Lender may reasonably
require to assure that the lien of this Mortgage, Lender's interest in the Property and Borrower's
obligation to pay the sums secured by this Mortgage shall continue unimpaired. Upon such payment
and cure by Borrower, this Mortgage and the obligation secured hereby shall remain in full force and
effect as if no acceleration had occurred.
20. Assignment of Rents or Other Sums; appointment of Receiver: As additional security
hereunder, Borrower hereby assigns to Lender the rents of or other sums generated by the Property,
provided that Borrower shall, prior to acceleration under Paragraph 18 hereof or abandonment of the
5
property, have the right to collect and retain such rents or other sums as they become due and payable.
Upon acceleration under Paragraph 18 hereof or abandonment of the Property, Lender shall be entitled
to have a receiver appointed by a court to enter upon, take possession of and manage the Property and
to collect the rents of or other sums generated by the Property, including those past due. All rents or
other sums collected by the receiver shall be applied first to payment of Lender's costs of management
of the Property and collection of rents or other sums, including, but not limited to, receiver's fees,
premiums on receiver's bonds and then to the sums secured by this Mortgage. The receiver shall be
liable to account only for those rents actually received.
21. Release: Upon the termination of the Note and this Mortgage, Lender shall release
this Mortgage without charge to Borrower. Borrower shall pay all costs of recordation, if any.
22. Deferred Payment as Personal Benefit: Lender's waiver of interest payments on the
deferred payment of the sum secured by this Mortgage was made by Lender to Borrower in
furtherance of the Borrower's contributions to affordable housing and redevelopment efforts in
Pinellas County. The waiver, therefore, results in a delay of reimbursement at a rate not otherwise
available to the public at large. Accordingly, Borrower understands that this waiver is to be a personal
benefit and not as an instrument to increase the value of the Property.
(SIGNATURES ON FOLLOWING PAGE)
6
IN WITNESS WHEREOF, Lender and Borrower has caused this Agreement to be
executed and delivered on its behalf as of the date and year first set forth above.
(LENDER SIGNATURE PAGE)
Approved as to form:
Michael P. Fuino
CRA Attorney Clearwater
COMMUNITY REDEVELOPMENT AGENCY OF
THE CITY OF CLEARWATER, FLORIDA
By:
Attest:
7
JesurNino
Executive Director
t.:aifvt CU1u- Oja-C.
Rosemarie Call
City Clerk
SE
:4 DA
;►►►*�`````�
(BORROWER SIGNATURE PAGE)
Signed, sealed, and delivered in the presence of:
*Note: two witnesses are required*
SAH INDIGO HOLDINGS LP,
a Florida limited partnership.
Federal EIN: 99-4711284
By: SAH Indigo Holdings GP, LLC,
a Florida limited liability company,
its General Partner
By:
Witness #1 Signature Name: Eric Ray
Print Name: Title: Authorized Signatory
Address- Address: 249 Royal Palm Way, Suite 301
Palm Beach, FL 33480
Date:
Witness #2 Signature
Print Name:
Address
State of California
County of
On , before me, , Notary Public, personally appeared Eric Ray,
as Authorized Signatory of SAH Indigo Holdings GP, LLC, a Florida limited liability company,
the General Partner of SAH Indigo Holdings LP, a Florida limited partnership, who proved to me
on the basis of satisfactory evidence to be the person whose name is subscribed to the within
instrument and acknowledged to me that he executed the same in his authorized capacity and that
by his signature on the instrument the person, or the entity upon behalf of which the person acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Notary Public, State of California
(NOTARIAL SEAL) Name of Notary:
My Commission Expires:
My Commission No.:
8
This instrument was prepared by and retum to:
Michael P. Fuino, Esq.
P.O. Box 4748
Clearwater, Florida 33758
EXHIBIT "A"
PROMISSORY NOTE
COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER,
FLORIDA
Closing Date: , 2025
Loan Amount: $2,000,000.00
Property Address: 801 Chestnut Street, Clearwater, Florida 33756
1. Intent. This Promissory Note (this "Note") provides an amount not to exceed Two
Million Dollars and 00/100 Cents ($2,000,000.00) paid by the Community Redevelopment
Agency of the City of Clearwater, Florida, a public body politic of the State of Florida created
pursuant to Part III, Chapter 163, Florida Statutes, whose mailing address is P.O. Box 4748,
Clearwater, Florida 33758 ("Lender"), to SAH Indigo Holdings LP, a Florida limited partnership,
whose mailing address is 249 Royal Palm Way, Suite 301, Palm Beach, FL 33480 ("Borrower"),
to partially finance the acquisition of an affordable housing project located at 801 Chestnut Street,
Clearwater, Florida 33756 in which Borrower holds a leasehold interest evidenced by that certain
Ground Lease between the Housing Finance Authority of Pinellas County, Florida as trustee of
the Pinellas County Land Assembly Trust and Borrower executed on even date herewith (the
"Ground Lease"), together with all Borrower's right in the improvements now or hereafter erected
on the property, and all easements, rights, appurtenances, rents, royalties, mineral, oil and gas
rights and profits, water, water rights, and water stock, and all fixtures now or hereafter attached
to the property, all of which, including replacements and additions thereto, shall be deemed to be
and remain a part of the property (the "Property").
2. Borrower's Promise to Pay. Borrower promises to repay Two Million Dollars and
00/100 Cents ($2,000,000.00) of the original principal balance which will become due Forty-
three (43) years after the construction of the Project is complete (the "Maturity Date"). The
interest rate will be 0.00% per annum and monthly payments will not be required. On or before
the Maturity Date, the Clearwater Community Redevelopment Agency or City of Clearwater City
Council, as the case may be, at a duly noticed public meeting may elect to forgive the loan balance
in whole or in part, provided that the Borrower or its successors and assigns are in compliance
with the terms of this Note and the accompanying Leasehold Mortgage (the "Mortgage"), and any
other security instrument associated with the Mortgage, the terms of which are incorporated herein
by reference.
9
Borrower covenants that if the Property is sold or title or any interest therein is otherwise
transferred to any third party not in compliance with the terms of the Mortgage before the Maturity
date, except for the rental or lease of individual units to income qualified persons as further detailed
in that certain land use restriction agreement executed on even date herewith between the Lender
and the City of Clearwater, a municipal corporation (the "City LURA"), then following a thirty
(30) business days written notice with opportunity to cure, the full principal sum plus interest from
the date of the Mortgage due hereunder shall be immediately due and payable in accordance with
Section 18 of the Mortgage. Notwithstanding anything to the contrary contained herein,
Borrower's obligations under this provision shall not extend to any of its partners, members,
shareholders, officers, directors, employees, agents or consultants.
3. Default; Acceleration. In case of an uncured default in the payment required hereunder, if any,
or in the event of the uncured default in the performance of any of the covenants, conditions, or
agreements contained in the Mortgage, including all incorporated attachments thereto (subject to
force majeure delays), the City LURA; that certain the SHIP/CDBG Agreement executed on even
date herewith between the Borrower and the City of Clearwater, a municipal corporation; that
certain land use restriction agreement executed on even date herewith between Borrower and the
Housing Finance Authority of Pinellas County, Florida, as Trustee of the Pinellas County Land
Assembly Trust, or any other related agreement(s) given to secure the payment hereof, then in
accordance with Section 18 of the Mortgage, Lender or subsequent legal holder may, without
notice, declare the whole debt immediately due and payable. Such outstanding principal will begin
to bear interest at the rate of three percent (3%) per annum from the date of such default until paid
in full. Should the Borrower default, the Borrower will forward the lump sum payment to the
Community Redevelopment Agency of the City of Clearwater at P.O. Box 4748, Clearwater,
Florida 33758, or at a different place if required by the Note Holder.
4. Prepayment. Borrower reserves the right to prepay at any time, all or any part of the principal
amount of the Note without payment of penalties or premiums. Despite prepayment in part or in
full as a result of a default, Borrower acknowledges and agrees that the Mortgage shall remain in
full force and effect and will not be considered satisfied until the date set forth in Section 2.
5. Additional terms. As long as the U.S. Department of Housing and Urban Development
("HUD") is the insurer or holder of the Senior Note (as such term and other capitalized terms are
defined in the form Subordination Agreement, HUD -92420M) on FHA Project No. , the
following provisions ("HUD Provisions") shall be in full force and effect:
(1) any payments due under the Note shall be payable only (i) from
permissible distributions from Surplus Cash of the Project; but in no
event greater than seventy- five percent (75%) of the total amount of
Surplus Cash; or (ii) from monies received from Non -Project Sources. In
no event may payments due under all subordinate debt of Borrower
cumulatively exceed 75% of available Surplus Cash. The restriction on
payment imposed by this paragraph shall not excuse any default caused
by the failure of the Borrower to pay the indebtedness evidenced by the
Note;
(2) no prepayment of the Note shall be made until after final
10
endorsement by HUD of the Senior Note, unless such prepayment is
made from Non -Project Sources and is approved in writing by HUD.
(3) this Note is non-negotiable and may not be sold, transferred,
assigned, or pledged by the Subordinate Lender except with the prior
written approval of HUD;
(4) Intentionally Omitted;
(5) Borrower hereby waives presentment, demand, protest and
notice of demand, protest and nonpayment of this Note;
(6) the terms and provisions of this Note are also for the benefit of
and are enforceable by HUD against any party hereto, their successors
and assigns. This Note may not be modified or amended without the
written consent of HUD; and
(7) in the event of any conflict between the terms of the Note and
the HUD Provisions, the terms of the HUD Provisions shall control.
6. Nonrecourse. Notwithstanding anything herein to the contrary, this Note is a nonrecourse
obligation of Borrower, and Lender's sole recourse in the event of a default hereunder shall be to
the collateral secured by the Mortgage.
(SIGNATURES ON FOLLOWING PAGE)
11
IN WITNESS WHEREOF, this Note has been duly signed by Borrower this day
of , 2025.
(BORROWER SIGNATURE PAGE)
Signed, sealed, and delivered in the presence of:
*Note: two witnesses are required*
SAH INDIGO HOLDINGS LP,
a Florida limited partnership.
Federal EIN: 99-4711284
By: SAH Indigo Holdings GP, LLC,
a Florida limited liability company,
its General Partner
By:
Witness #1 Signature Name: Eric Ray
Print Name: Title: Authorized Signatory
Address; Address: 249 Royal Palm Way, Suite 301
Palm Beach, FL 33480
Date:
Witness #2 Signature
Print Name:
Address.
State of California
County of
On , before me, , Notary Public, personally appeared Eric Ray,
as Authorized Signatory of SAH Indigo Holdings GP, LLC, a Florida limited liability company,
the General Partner of SAH Indigo Holdings LP, a Florida limited partnership, who proved to me
on the basis of satisfactory evidence to be the person whose name is subscribed to the within
instrument and acknowledged to me that he executed the same in his authorized capacity and that
by his signature on the instrument the person, or the entity upon behalf of which the person acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Notary Public, State of California
(NOTARIAL SEAL) Name of Notary:
My Commission Expires:
My Commission No.:
12
Exhibit "B"
Legal Description
Parcel 1:
That leasehold estate created by that Ground Lease by and between Housing Finance Authority
of Pinellas County, Florida, as Trustee of the Pinellas County Land Assembly Trust - Indigo
Apartments, dated May 16, 2025, and SAH Indigo Holdings, LP, a Florida limited partnership,
as evidenced by that Memorandum of Ground Lease to be recorded, in the Public Records of
Pinellas County, Florida, over the following described real property (excluding the
improvements thereon):
Lots 1, 2, 3, 4, 5, 6, 9, 10 and 11; LESS the West 50 feet of the South 118 feet thereof, Block 17,
MAGNOLIA PARK SUBDIVISION, according to the map or plat thereof, as recorded in Plat
Book 3, Page 43, of the Public Records of Pinellas County, Florida.
Parcel 2:
The buildings and improvements (being the buildings and improvements only and not including
an interest in the fee simple title to the land underlying the buildings and improvements) located
upon the following described real property:
Lots 1, 2, 3, 4, 5, 6, 9, 10 and 11; LESS the West 50 feet of the South 118 feet thereof, Block 17,
MAGNOLIA PARK SUBDIVISION, according to the map or plat thereof, as recorded in Plat
Book 3, Page 43, of the Public Records in Pinellas County, Florida.
13
Subordination Agreement - U.S. Department of Housing and
Urban Development
Office of Housing
Public
1
OMB Approval No. 2502-0598
(Exp.
04/30/24)
Public Reporting Burden for this collection of information is estimated to average 0.5 hours per response, including the time for
reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the
collection of information. Response to this request for information is required in order to receive the benefits to be derived. This agency
may not collect this information, and you are not required to complete this form unless it displays a currently valid OMB control number.
While no assurance of confidentiality is pledged to respondents, HUD generally discloses this data only in response to a
Freedom of Information Act request.
Waming: Federal law provides that anyone who knowingly or willfully submits (or causes to submit) a document containing any false,
fictitious, misleading, or fraudulent statement/certification or entry may be criminally prosecuted and may incur civil administrative
liability. Penalties upon conviction can include a fine and imprisonment, as provided pursuant to applicable law, which includes, but is
not limited to, 18 U.S.C. 1001, 1010, 1012; 31 U.S.C. 3729, 3802, 24 C.F.R. Parts 25, 28 and 30, and 2 C.F.R. Parts 180 and 2424.
Project Name: Indigo Apartments
HUD Project No: 067-35633
THIS SUBORDINATION AGREEMENT ("Agreement") is entered into this
day of June, 2025 by and among (i) BERKADIA COMMERCIAL MORTGAGE LLC
("Senior Lender"), (ii) THE CITY OF CLEARWATER, FLORIDA, a Florida municipal
corporation ("Subordinate Lender"), and (iii) SAH INDIGO HOLDINGS LP, a Florida limited
partnership ("Borrower").
Recitals
WHEREAS, Borrower is the owner of that certain 208 unit (together with 1
manager unit) residential rental development known as "Indigo Apartments"
("Project"), located 801 Chestnut St, Clearwater, FL 33756 and has leasehold interest
in the property underlying the Project. Senior Lender has made or is making the senior
mortgage loan as described on Schedule A hereto to Borrower in the original principal
amount(s) as shown on Schedule A, evidenced by the Note described in Schedule A
("Senior Note"), and secured by, among other things, the Security Instrument as
described in Schedule A (collectively, "Senior Security Instrument"), covering the
property described in Exhibit A attached hereto together with all improvements thereon
and personal property used relative thereof, all as more particularly described in the
Senior Security Instrument ("Mortgaged Property").
WHEREAS, Borrower has requested Senior Lender to permit Subordinate
Lender to make a subordinate loan to Borrower in the amount of $1,000,000.00
("Subordinate Loan"), pursuant to the Subordinate Loan Documents as defined
below, and secured by, among other things, a mortgage lien against the Mortgaged
Property.
Previous editions are obsolete Subordination Agreement - Public HUD -92420M
WHEREAS, Senior Lender, with the approval of the U.S. Department of Housing
and Urban Development ("HUD"), has agreed to permit Subordinate Lender to make the
Subordinate Loan and to place a subordinate mortgage lien against the Mortgaged
Property subject to all of the conditions contained in this Agreement and in accordance
with Program Obligations. "Program Obligations" means (1) all applicable statutes and
any regulations issued by the Secretary pursuant thereto that apply to the Project,
including all amendments to such statutes and regulations, as they become effective,
except that changes subject to notice and comment rulemaking shall become effective
only upon completion of the rulemaking process, and (2) all current requirements in HUD
handbooks and guides, notices, and mortgagee letters that apply to the Project, and all
future updates, changes and amendments thereto, as they become effective, except that
changes subject to notice and comment rulemaking shall become effective only upon
completion of the rulemaking process, and provided that such future updates, changes
and amendments shall be applicable to the Project only to the extent that they interpret,
clarify and implement terms in this Agreement rather than add or delete provisions from
such document. Handbooks, guides, notices, and mortgagee letters are available on
HUD's official website: Handbooks, guides, notices, and mortgagee letters are available
on "HUDCLIPS," at www.hud.gov.
NOW, THEREFORE, in order to induce Senior Lender to permit Subordinate
Lender to make the Subordinate Loan to Borrower and to place a subordinate mortgage
lien against the Mortgaged Property, and in consideration thereof, Senior Lender,
Subordinate Lender and Borrower agree as follows:
1. Definitions.
In addition to the terms defined in the Recitals to this Agreement, for purposes of
this Agreement the following terms have the respective meanings set forth below:
(a) "Affiliate" is any person or business concern that directly or indirectly
controls policy of a principal or has the power to do so is an affiliate. Persons and
business concerns controlled by the same third party are also affiliates.
(b) "Bankruptcy Proceeding" means any bankruptcy, reorganization,
insolvency, composition, restructuring, dissolution, liquidation, receivership,
assignment for the benefit of creditors, or custodianship action or proceeding under
any federal or state law with respect to Borrower, any guarantor of any of the Senior
Indebtedness, any of their respective properties, or any of their respective partners,
members, officers, directors, or shareholders.
(c) "Borrower" means all entities identified as "Borrower" in the first
paragraph of this Agreement, together with any successors, heirs, and assigns
(jointly and severally). Borrower shall include any entity taking title to the
Mortgaged Property, whether or not such entity assumes the Senior Note, provided
that the term "Borrower" shall not include Senior Lender in the event that Senior
Previous editions are obsolete Subordination Agreement - Public HUD -92420M
Lender may acquire title to the Mortgaged Property. Whenever the term "Borrower"
is used herein, the same shall be deemed to include the obligor of the debt secured
by the Senior Security Instrument.
(d) "Business Day" means any day other than Saturday, Sunday or any
other day on which Senior Lender or HUD is not open for business.
(e) "Covenant Event of Default" is defined in the Senior Security
Instrument.
(f) "Entity" means an estate, trust, partnership, corporation, limited
liability company, limited liability partnership, governmental department or agency
or any other entity which has the legal capacity to own property.
(g) "Monetary Event of Default" is defined in the Senior Security
Instrument.
(h) "Non -Project Sources" means any funds that are not derived from
Project Sources.
(i) "Project Sources" means the Mortgaged Property (as defined in the
Senior Security Instrument), any proceeds of the Senior -Indebtedness, and any
reserve or deposit made with Senior Lender or any other party as required by HUD
in connection with the Senior Indebtedness.
(j) "Senior Indebtedness" means all present and future indebtedness,
obligations, and liabilities of Borrower to Senior Lender under or in connection with
the Senior Loan Documents.
(k) "Senior Lender" means the Entity named as such in the first
paragraph on page 1 of this Agreement, its successors and assigns.
(1) "Senior Loan Documents" means the Senior Note, the Senior
Security Instrument, and the Regulatory Agreement between Borrower and HUD,
as such documents may be amended from time to time and all other documents at
any time evidencing, securing, guaranteeing, or otherwise delivered in connection
with the Senior Indebtedness, as identified in Schedule A
(m) "Senior Security Instrument Default" means a "Monetary Event of
Default" or a "Covenant Event of Default" as defined in the Senior Security
Instrument.
(n) "Subordinate Indebtedness" means all present and future
indebtedness, obligations, and liabilities of Borrower to Subordinate Lender under
or in connection with the Subordinate Loan or the Subordinate Loan Documents.
Previous editions are obsolete Subordination Agreement - Public HUD -92420M
(o) "Subordinate Lender" means the Entity named as such in the first
paragraph on page 1 of this Agreement.
(p) "Subordinate Loan Documents" means the Subordinate Note, the
Subordinate Mortgage, and all other documents at any time evidencing, securing,
guaranteeing, or otherwise delivered in connection with the Subordinate
Indebtedness, as identified in Schedule B. The terms Subordinate Note and
Subordinate Mortgage are defined in Schedule B.
(q) "Subordinate Loan Enforcement Action" means the acceleration of
all or any part of the Subordinate Indebtedness, the advertising of or
commencement of any foreclosure or trustee's sale proceedings, the exercise of
any power of sale, the acceptance of a deed or assignment in lieu of foreclosure
or sale, the collecting of rents, the obtaining of or seeking of the appointment of a
receiver, the seeking of default interest, the taking of possession or control of any
of the Mortgaged Property, the commencement of any suit or other legal,
administrative, or arbitration proceeding based upon the Subordinate Note or any
other of the Subordinate Loan Documents, the exercising of any banker's lien or
rights of set-off or recoupment, or the taking of any other enforcement action
against Borrower, any other party liable for any of the Subordinate Indebtedness
or obligated under any of the Subordinate Loan Documents, or the Mortgaged
Property.
(r) "Subordinate Mortgage" means that certain Leasehold Mortgage by
and between Subordinate Lender and Borrower.
(s) "Subordinate Mortgage Default" means any act, failure to act, event,
conditions, or occurrence which allows (but for any contrary provision of this
Agreement), or which with the giving of notice or the passage of time, or both,
would allow (but for any contrary provision of this Agreement), Subordinate Lender
to take a Subordinate Loan Enforcement Action.
(t) "Subordinate Note" means that certain Promissory Note executed by
Borrower in favor of Subordinate Lender.
(u) "Surplus Cash" is defined herein to mean the same as that term is
defined in the Regulatory Agreement between Borrower and HUD.
2. Permission to Allow Mortgage Lien Against Mortgaged Property.
Senior Lender consents, subject to the provisions of this Agreement, to permit
Subordinate Lender to record the Subordinate Mortgage and other recordable
Subordinate Loan Documents against the Mortgaged Property (which are subordinate in
all respects to the lien of the Senior Security Instrument) to secure Borrower's obligation
to repay the Subordinate Note and all other obligations, indebtedness and liabilities of
Previous editions are obsolete Subordination Agreement - Public HUD -92420M
Borrower to Subordinate Lender under and in connection with the Subordinate Loan.
Senior Lender agrees that the existence of the Subordinate Loan does not create a basis
for default of the Senior Indebtedness. Such consent is subject to the condition that each
of the representations and warranties made by Borrower and Subordinate Lender in
Section 3 are true and correct on the date of this Agreement and on the date on which
the proceeds of the Subordinate Loan are disbursed to Borrower. If any of the
representations and warranties made by Borrower and Subordinate Lender in Section 3
are not true and correct on the date of this Agreement, the provisions of the Senior Loan
Documents applicable to unpermitted liens on the Mortgaged Property shall apply.
3. Borrower's and Subordinate Lender's Representations and Warranties.
Borrower and, with respect to subsections (a) through (d) below, Subordinate
Lender each make the following representations and warranties to Senior Lender:
(a) Subordinate Loan Documents. The Subordinate Loan is evidenced
by the Subordinate Note and is secured by the Subordinate Mortgage.
(b) Terms of the Subordinate Loan. The original principal amount of the
Subordinate Note is $1,000,000.00. Interest on the Subordinate Note accrues
monthly at the rate of 0% per annum. The Subordinate Note is due and payable
in full [forty-three (43) years] from the date of execution of the Subordinate Note
("Maturity"). The Maturity term of the Subordinate Note does not end before the
maturity term of the Senior Note, unless the Subordinate Note is forgivable as set
forth below and Borrower satisfies all requirements in the Subordinate Loan
Documents to result in the Subordinate Note being eligible for forgiveness. The
principal of the Subordinate Note will have a balloon principal payment of
$1,000,000.00 due at Maturity. The promissory note evidencing the Subordinate
Note obligates Borrower to make payments as follows: Borrower will pay the full
principal balance on Maturity, subject to Section 3(c) immediately below.
(c) Required HUD Language in Subordinate Note. The Subordinate
Note contains or incorporates the following provisions:
"As long as HUD is the insurer or holder of the Senior Note (as such term and
other capitalized terms are defined in the form Subordination Agreement,
HUD -92420M) on FHA Project No. 067-35633, the following provisions ("HUD
Provisions") shall be in full force and effect:
(1) any payments due under the Subordinate Note shall be payable
only (i) from permissible distributions from Surplus Cash of the
Project; but in no event greater than seventy- five percent (75%) of
the total amount of Surplus Cash; or (ii) from monies received from
Non -Project Sources. In no event may payments due under all
subordinate debt of Maker cumulatively exceed 75% of available
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Surplus Cash. The restriction on payment imposed by this paragraph
shall not excuse any default caused by the failure of the Borrower to
pay the indebtedness evidenced by the Subordinate Note;
(2) no prepayment of the Subordinate Note shall be made until after
final endorsement by HUD of the Senior Note, unless such
prepayment is made from Non -Project Sources and is approved in
writing by HUD.
(3) this Subordinate Note is non-negotiable and may not be sold,
transferred, assigned, or pledged by the Subordinate Lender except
with the prior written approval of HUD;
(4) Interest on the Subordinate Note shall not be compounded as
long as HUD is the insurer or holder of the Note secured by the
Security Instrument.
(5) Maker hereby waives presentment, demand, protest and notice
of demand, protest and nonpayment of this Subordinate Note;
(6) the terms and provisions of this Subordinate Note are also for
the benefit of and are enforceable by HUD against any party hereto,
their successors and assigns. This Subordinate Note may not be
modified or amended without the written consent of HUD; and
(7) in the event of any conflict between the terms of the
Subordinate Note and the HUD Provisions, the terms of the HUD
Provisions shall control."
(d) Relationship of Borrower to Subordinate Lender. Subordinate
Lender is not an Affiliate of Borrower.
(e) Subordinate Loan Documents. Borrower certifies that the executed
Subordinate Loan Documents are substantially in the same forms as those submit-
ted to, and approved by, HUD prior to the date of this Agreement. Upon execution
and delivery of the Subordinate Loan Documents, Borrower shall deliver to Senior
Lender an executed copy of each of the Subordinate Loan Documents, certified to
be true, correct and complete.
(f) Senior Loan Documents. The executed Senior Loan Documents are
the same forms as approved by HUD prior to the date of this Agreement. Upon
execution and delivery of the Senior Loan Documents, Borrower shall deliver to
Subordinate Lender an executed copy of each of the Senior Loan Documents,
certified to be true, correct and complete.
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4. Deliveries.
Borrower shall submit the following items to Senior Lender and HUD at
closing:
(a) Title Evidence. Evidence of title (title policy or title policy endorsement,
as appropriate) insuring the lien of the Senior Security Instrument which insures
that (i) the lien of the Subordinate Mortgage is subordinate to the lien of the Senior
Mortgage, and (ii) this Agreement has been recorded among the applicable land
records.
(b) Loan Documents. A complete set of the Subordinate Loan
Documents, including this Subordination Agreement.
5. Terms of Subordination.
(a) Agreement to Subordinate. Senior Lender and Subordinate Lender
agree that: (i) the indebtedness evidenced by the Subordinate Loan Documents is
and shall be subordinated in right of payment, to the extent and in the manner
provided in this Agreement, to the prior payment of the indebtedness evidenced by
the Senior Loan Documents, and (ii) the Subordinate Mortgage and the other
Subordinate Loan Documents are and shall be subject and subordinate in all
respects to the liens, terms, covenants and conditions of the Senior Security
Instrument and the other Senior Loan Documents and to all advances heretofore
made or which may hereafter be made pursuant to the Senior Security Instrument
and the other Senior Loan Documents (including but not limited to, all sums
advanced for the purposes of (1) protecting or further securing the lien of the Senior
Security Instrument, curing defaults by Borrower under the Senior Loan
Documents or for any other purpose expressly permitted by the Senior Security
Instrument, or (2) constructing, renovating, repairing, furnishing, fixturing or
equipping the Mortgaged Property).
(b) Subordination of Subrogation Rights. Subordinate Lender agrees
that if, by reason of its payment of real estate taxes or other monetary obligations
of Borrower, or by reason of its exercise of any other right or remedy under the
Subordinate Loan Documents, it acquires by right of subrogation or otherwise a
lien on the Mortgaged Property which (but for this subsection) would be senior to
the lien of the Senior Security Instrument, then, in that event, such lien shall be
subject and subordinate to the lien of the Senior Security Instrument.
(c) Payments Before Senior Security Instrument Default. Until
Subordinate Lender receives a default notice of a Senior Security Instrument
Default from Senior Lender, Subordinate Lender shall be entitled to retain for its
own account all payments made under or pursuant to the Subordinate Loan
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Subordination Agreement - Public HUD -92420M
Documents provided that such payments are otherwise permitted under the terms
of this Agreement.
(d) Payments After Senior Security Instrument Default. Borrower
agrees that, after it receives notice (or otherwise acquires knowledge) of a Senior
Security Instrument Default, it will not make any payments under or pursuant to the
Subordinate Loan Documents (including but not limited to principal, interest,
additional interest, late payment charges, default interest, attorney's fees, or any
other sums secured by the Subordinate Mortgage) without Senior Lender's prior
written consent. Subordinate Lender agrees that, after it receives a default notice
from Senior Lender with written instructions directing Subordinate Lender not to
accept payments from Project Sources on account of the Subordinate Loan, it will
not accept any payments under or pursuant to the Subordinate Loan Documents
(including but not limited to principal, interest, additional interest, late payment
charges, default interest, attorney's fees, or any other sums secured by the
Subordinate Mortgage) unless either (i) such payment is being made solely from
Non -Project Sources or (ii) such payment is made with Senior Lender's prior written
consent. If Subordinate Lender receives written notice from Senior Lender that the
Senior Security Instrument Default which gave rise to Subordinate Lender's
obligation not to accept payments has been cured, waived, or otherwise
suspended by Senior Lender, the restrictions on payment to Subordinate Lender
in this Section 5 shall terminate, and Senior Lender shall have no right to any
subsequent payments made to Subordinate Lender by Borrower prior to
Subordinate Lender's receipt of a new default notice from Senior Lender in
accordance with the provisions of this Section 5(d).
(e) Remitting Subordinate Loan Payments to Senior Lender. If, after
Subordinate Lender receives a default notice from Senior Lender in accordance
with subsection (d) above, Subordinate Lender receives any payments under the
Subordinate Loan Documents (other than payments permitted under subsection
(d) above), Subordinate Lender agrees that such payment or other distribution will
be received and held in trust for Senior Lender and unless Senior Lender otherwise
notifies Subordinate Lender in writing, will be promptly remitted, in kind to Senior
Lender, properly endorsed to Senior Lender, to be applied to the principal of,
interest on and other amounts due under the Senior Loan Documents in
accordance with the provisions of the Senior Loan Documents. By executing this
Agreement, Borrower specifically authorizes Subordinate Lender to endorse and
remit any such payments to Senior Lender, and specifically waives any and all
rights to have such payments returned to Borrower or credited against the
Subordinate Loan. Borrower and Senior Lender acknowledge and agree that
payments received by Subordinate Lender, and remitted to Senior Lender under
this Section 5, shall not be applied or otherwise credited against the Subordinate
Loan, nor shall the tender of such payment to Senior Lender waive any
Subordinate Mortgage Default which may arise from the inability of Subordinate
Lender to retain such payment or apply such payment to the Subordinate Loan.
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(f) Agreement Not to Commence Bankruptcy Proceeding.
Subordinate Lender agrees that during the term of this Agreement it will not
commence, or join with any other creditor in commencing any Bankruptcy
Proceeding with respect to Borrower, without Senior Lender's prior written
consent.
6. Default Under Subordinate Loan Documents.
(a) Notice of Default and Cure Rights. Subordinate Lender shall deliver
to Senior Lender a default notice within five Business Days in each case where
Subordinate Lender has given a default notice to Borrower. Failure of Subordinate
Lender to send a default notice to Senior Lender shall not prevent the exercise of
Subordinate Lender's rights and remedies under the Subordinate Loan
Documents, subject to the provisions of this Agreement. Senior Lender shall have
the opportunity, but not the obligation, to cure any Subordinate Mortgage Default
within 60 days following the date of such notice; provided, however that
Subordinate Lender shall be entitled, during such 60 -day period, to continue to
pursue its rights and remedies under the Subordinate Loan Documents, subject to
the limitations set forth in Section 6(b) below.
(b) Subordinate Lender's Exercise of Remedies After Notice to Senior
Lender.
(1) If a covenant Subordinate Mortgage Default occurs and
is continuing, Subordinate Lender agrees that it will not, for a period
of one hundred eighty (180) days after giving notice of such
Subordinate Mortgage Default to Senior Lender and HUD (the
"Standstill Period"), commence foreclosure proceedings with
respect to the Mortgaged Property under the Subordinate Loan
Documents or exercise any other rights or remedies it may have
under the Subordinate Loan Documents with respect to the
Mortgaged Property, including, but not limited to accelerating the
Subordinate Loan, collecting rents, appointing (or seeking the
appointment of) a receiver or exercising any other rights or remedies
thereunder without Senior Lender's prior written consent. During the
Standstill Period, Subordinate Lender agrees to use best efforts to
resolve the Subordinate Mortgage Default, in an effort to avoid the
pursuit of available remedies by the Subordinate Lender. After the
expiration of the Standstill Period and in the event Subordinate
Lender forecloses on the Mortgaged Property, the purchaser must
comply with HUD's Previous Participation regulations and
processes, Transfer of Physical Asset requirements, and Program
Obligations before it can take title to the Mortgaged Property.
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(2) Subordinate Lender further agrees that if a monetary
Subordinate Mortgage Default occurs and is continuing, it will not
commence foreclosure proceedings with respect to the Mortgaged
Property under the Subordinate Loan Documents or exercise any
other rights or remedies it may have under the Subordinate Loan
Documents with respect to the Mortgaged Property, including, but
not limited to accelerating the Subordinate Loan, collecting rents,
appointing (or seeking the appointment of) a receiver or exercising
any other rights or remedies thereunder without Senior Lender's
prior written consent. The preceding prohibition on foreclosure for a
monetary Subordinate Mortgage Default excludes the acceleration
of any part or all of the Subordinate Indebtedness resulting from a
covenant Subordinate Mortgage Default.
(3) Nothing in this subsection (b) shall (i) limit Subordinate
Lender's right to bring an action seeking recovery solely from Non -
Project Sources or (ii) preclude Subordinate Lender from exercising
or enforcing all the rights available to Subordinate Lender under the
Subordinate Loan Documents and/or under applicable law to
enforce covenants and agreements of Borrower relating to income,
rent or affordability restrictions.
7. Default Under Senior Loan Documents.
(a) Notice of Default and Cure Rights. Senior Lender shall deliver to
Subordinate Lender a default notice within five Business Days in each case where
Senior Lender has given a default notice to Borrower (provided that Senior Lender
shall have no liability to Borrower, Subordinate Lender or to any other Entity for
failure to timely give such notice). Failure of Senior Lender to send a default notice
to Subordinate Lender shall not prevent the exercise of Senior Lender's right and
remedies under the Senior Loan Documents, subject to the provisions of this
Agreement. Borrower agrees that Subordinate Lender shall have the opportunity,
but not the obligation, to cure either a Monetary Event of Default or a Covenant
Event of Default within 30 days following the date of such notice, or any time prior
to an assignment of the Senior Security Instrument from Senior Lender to HUD,
whichever date is later. Subordinate Lender acknowledges that Senior Lender shall
be entitled during such period described above to continue to pursue its remedies
under the Senior Loan Documents. Subordinate Lender shall have the opportunity
to cure a Covenant Event of Default during such period described above so long
as there is no Monetary Event of Default under the Senior Loan Documents. All
amounts paid by Subordinate Lender to Senior Lender to cure any default under
the Senior Loan Documents shall be deemed to have been advanced by
Subordinate Lender pursuant to, and shall be secured by the lien of, the
Subordinate Mortgage.
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(b) Cross Default. Subordinate Lender certifies that the Subordinate Loan
Documents do not contain a cross default provision. Notwithstanding any contrary
provision contained in the Subordinate Loan Documents, a Senior Security
Instrument Default shall not constitute a default under the Subordinate Loan
Documents if no other default occurred under the Subordinate Loan Documents.
8. Conflict.
Borrower, Senior Lender and Subordinate Lender each agrees that, in the event of
any conflict or inconsistency between the terms of the Senior Loan Documents, the
Subordinate Loan Documents and the terms of this Agreement, the terms of this
Agreement shall govern and control solely as to the following: (a) the relative priority of
the security interests of Senior Lender and Subordinate Lender in the Mortgaged
Property; and (b) solely as between Senior Lender and Subordinate Lender, the notice
requirements, cure rights, and the other rights and obligations which Senior Lender and
Subordinate Lender have agreed to as expressly provided in this Agreement. Borrower
acknowledges that the terms and provisions of this Agreement shall not, and shall not be
deemed to: extend Borrower's time to cure any Senior Security Instrument Default or
Subordinate Mortgage Default, as the case may be; give Borrower the right to notice of
any Senior Security Instrument Default or Subordinate Mortgage Default, as the case may
be other than that, if any, provided, respectively under the Senior Loan Documents or the
Subordinate Loan Documents, as applicable; or create any other right or benefit for
Borrower as against Senior Lender or Subordinate Lender.
9. Rights and Obligations of Subordinate Lender under the Subordinate
Loan Documents and of Senior Lender under the Senior Loan Documents.
Subject to each of the other terms of this Agreement, all of the following provisions
shall supersede any provisions of the Subordinate Loan Documents covering the same
subject matter:
(a) Protection of Security Interest. Subordinate Lender shall not, without
the prior written consent of Senior Lender in each instance, take any action which
has the effect of increasing the indebtedness outstanding under, or secured by, the
Subordinate Loan Documents, except that Subordinate Lender shall have the right
to advance funds to cure Senior Security Instrument Defaults pursuant to Section
7(a) above and advance funds pursuant to the Subordinate Mortgage for the
purpose of paying real estate taxes and insurance premiums, making necessary
repairs to the Mortgaged Property and curing other defaults by Borrower under the
Subordinate Loan Documents.
(b) Condemnation or Casualty. In the event of: a taking or threatened
taking by condemnation or other exercise of eminent domain of all or a portion of
the Mortgaged Property (collectively, a "Taking"); or the occurrence of a fire or other
casualty resulting in damage to all or a portion of the Mortgaged Property
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(collectively, a "Casualty"), at any time or times when the Senior Security
Instrument remains a lien on the Mortgaged Property the following provisions shall
apply:
(1) Subordinate Lender hereby agrees that its rights (under
the Subordinate Loan Documents or otherwise) to participate in any
proceeding or action relating to a Taking and/or a Casualty, or to
participate or join in any settlement of, or to adjust, any claims
resulting from a Taking or a Casualty shall be and remain
subordinate in all respects to Senior Lender's rights under the
Senior Loan Documents with respect thereto, and Subordinate
Lender shall be bound by any settlement or adjustment of a claim
resulting from a Taking or a Casualty made by or with the written
consent of Senior Lender; and
(2) all proceeds received or to be received on account of a
Taking or a Casualty, or both, shall be applied (to payment of the
costs and expenses of repair and restoration and/or to payment of
the Senior Security Instrument) in the manner determined by Senior
Lender in its sole discretion consistent with the Senior Loan
Documents; provided, however, that if Senior Lender elects to apply
such proceeds to payment of the principal of, interest on and other
amounts payable under the Senior Security Instrument, any
proceeds remaining after the satisfaction in full of the principal of,
interest on and other amounts payable under the Senior Security
Instrument shall be paid to, and may be applied by, Subordinate
Lender in accordance with the applicable provisions of the
Subordinate Loan Documents. Any proceeds then remaining after
the satisfaction in full of the principal of, interest on and other
amounts payable under the Subordinate Loan Documents shall be
paid by the Subordinate Lender to Borrower.
(c) No Modification of Subordinate Loan Documents. Borrower and
Subordinate Lender each agrees that, until the principal of, interest on and all other
amounts payable under the Senior Loan Documents have been paid in full, it will
not, without the prior written consent of Senior Lender in each instance, increase
the amount of the Subordinate Loan, increase the required payments due under
the Subordinate Loan, decrease the term of the Subordinate Loan, increase the
interest rate on the Subordinate Loan, or otherwise amend the Subordinate Loan
terms in a manner that creates an adverse effect upon Senior Lender under the
Senior Loan Documents. Any unauthorized amendment of the Subordinate Loan
Documents without Senior Lender's consent shall be void ab initio and of no effect
whatsoever.
10. Modification of Senior Loan Documents; Refinancing of Senior
Indebtedness; Transfer of Physical Assets.
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(a) Subordinate Lender consents to any agreement or arrangement in which
Senior Lender waives, postpones, extends, reduces or modifies any provisions
of the Senior Loan Documents, including any provision requiring the payment
of money, provided however, there shall be no modification of the Senior Loan
Documents without the consent of the Subordinate Lender if such modification
would increase the principal amount of the Senior Indebtedness beyond the
original principal amount of the Senior Indebtedness (excluding any amounts
having been advanced by Senior Lender for the protection of its security
interest pursuant to the Senior Loan Documents), increase the interest rate of
the Senior Indebtedness, or decrease the original maturity term of the Senior
Indebtedness.
(b) Subordinate Lender agrees that its agreement to subordinate hereunder shall
extend to any new mortgage debt which is for the purpose of refinancing all or
any part of the Senior Indebtedness in accordance with Program Obligations
(including reasonable and necessary costs associated with the closing and/or
the refinancing); and that all the terms and covenants of this Agreement shall
inure to the benefit of any holder of any such refinanced debt; and that all
references to the Senior Indebtedness, the Senior Note, the Senior Security
Instrument, the Senior Loan Documents and Senior Lender shall mean,
respectively, the indebtedness related to the refinance loan, the refinance note,
the security instrument securing the refinance note, all documents evidencing,
securing or otherwise pertaining to the refinance note and the holder of the
refinance note, provided however, there shall be no refinancing of the Senior
Indebtedness without the consent of the Subordinate Lender if such refinancing
would increase the principal amount of the Senior Indebtedness beyond the
original principal amount of the Senior Indebtedness (excluding any amounts
having been advanced by Senior Lender for the protection of its security
interest pursuant to the Senior Loan Documents), increase the interest rate of
the Senior Indebtedness, or decrease the original maturity term of the Senior
Indebtedness.
(c) Subordinate Lender agrees that the term of the Subordinate Indebtedness will
be extended if HUD grants a deferment of amortization or forbearance that
results in an extended maturity of the Senior Indebtedness.
(d) Subordinate Lender agrees that the term of the Subordinate Indebtedness will
be extended if the Subordinate Note is due, and there are no Surplus Cash
funds or Residual Receipts (if applicable) available for repayment, and the
Senior Indebtedness has not been repaid in full. (The parties agree that
distributions of Residual Receipts must be approved by HUD and can only be
approved by the terms of a written agreement between HUD and the Borrower).
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(e) Subordinate Lender further agrees that the Subordinate Indebtedness is
assumable when a sale or transfer of physical assets occurs, and the Senior
Indebtedness remains in place.
11. Default by Subordinate Lender or Senior Lender.
If Subordinate Lender or Senior Lender defaults in performing or observing any of
the terms, covenants or conditions to be performed or observed by it under this
Agreement, the other, non -defaulting Lender shall have the right to all available legal and
equitable relief.
12. Notices.
Each notice, request, demand, consent, approval or other communication
(hereinafter in this Section referred to collectively as "notices" and referred to singly as a
"notice") which Senior Lender or Subordinate Lender is required or permitted to give to
the other party pursuant to this Agreement shall be in writing and shall be deemed to have
been duly and sufficiently given if: (a) personally delivered with proof of delivery thereof
(any notice so delivered shall be deemed to have been received at the time so delivered);
or (b) sent by Federal Express (or other similar national overnight courier) designating
next Business Day delivery (any notice so delivered shall be deemed to have been
received on the next Business Day following receipt by the courier); or (c) sent by United
States registered or certified mail, return receipt requested, postage prepaid, at a post
office regularly maintained by the United States Postal Service (any notice so sent shall
be deemed to have been received two Business Days after mailing in the United States),
addressed to the respective parties as follows:
SENIOR LENDER:
BERKADIA COMMERCIAL MORTGAGE LLC
323 Norristown Road, Suite 300
Ambler, Pennsylvania 19002
Attn: Servicing Department
FHA Project No. 067-35633
With a copy to:
U.S. Department of Housing and Urban Development
Director - Office of Multifamily Asset Management
Room 6160
451 Seventh Street, S.W. Washington,
DC 20410
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SUBORDINATE LENDER:
City of Clearwater
Economic Development & Housing Department
P.O. Box 4748, Clearwater, Florida 33758
With a Copy to:
City of Clearwater
Office of the City Attorney
P.O. Box 4748, Clearwater, Florida 33758
Either party may, by notice given pursuant to this Section, change the person or persons
and/or address or addresses, or designate an additional person or persons or an
additional address or addresses for its notices, but notice of a change of address shall
only be effective upon receipt.
13. General.
(a) Assignment/Successors. This Agreement shall be binding upon
Borrower, Senior Lender and Subordinate Lender and shall inure to the benefit of
the respective legal successors and assigns of Senior Lender and Subordinate
Lender.
(b) No Partnership or Joint Venture. Senior Lender's permission for the
placement of the Subordinate Loan Documents does not constitute Senior Lender
as a joint venturer or partner of Subordinate Lender. Neither party hereto shall hold
itself out as a partner, agent or Affiliate of any other party hereto.
(c) Senior Lender's and Subordinate Lender's Consent. Wherever
Senior Lender's consent or approval is required by any provision of this Agreement,
such consent or approval may be granted or denied by Senior Lender in its sole
and absolute discretion, unless otherwise expressly provided in this Agreement.
Wherever Subordinate Lender's consent or approval is required by any provision
of this Agreement, such consent or approval may be granted or denied by
Subordinate Lender in its sole and absolute discretion, unless otherwise expressly
provided in this Agreement.
(d) Further Assurances; UCC Financing Statements. Subordinate
Lender, Senior Lender and Borrower each agree, at Borrower's expense, to
execute and deliver all additional instruments and/or documents reasonably
required by any other party to this Agreement in order to evidence that the
Subordinate Loan Documents are subordinate to the lien, covenants and
conditions of the Senior Loan Documents, or to further evidence the intent of this
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Agreement. Senior Lender is hereby authorized to file any and all UCC financing
statement amendments required to reflect the priority of the Senior Indebtedness.
(e) Amendment. This Agreement shall not be amended except by written
instrument signed by all parties hereto.
(f) Governing Law. This Agreement shall be governed by the laws of the
State in which the Mortgaged Property is located, except, so long as the Senior
Indebtedness is insured or held by HUD, and solely as to rights and remedies of
HUD, federal jurisdiction may be appropriate pursuant to any federal requirements.
The State courts, and with respect to HUD's rights and remedies, federal courts,
and governmental authorities in the State in which the Mortgaged Property is
located, shall have exclusive jurisdiction over all controversies which shall arise
under or in relation to the Subordinate Loan Documents. Borrower irrevocably
consents to service, jurisdiction, and venue of such courts for any such litigation
and waives any other venue to which it might be entitled by
virtue of domicile, habitual residence or otherwise.
(g) Severable Provisions. If any provision of this Agreement shall be
invalid or unenforceable to any extent, then the other provisions of this Agreement
shall not be affected thereby and shall be enforced to the greatest extent permitted
by law.
(h) Term. The term of this Agreement shall commence on the date hereof
and shall continue until the earliest to occur of the following events: (i) the payment
of all of the principal of, interest on and other amounts payable under the Senior
Loan Documents; (ii) the payment or the forgiveness of all of the principal of,
interest on and other amounts payable under the Subordinate Loan Documents,
other than by reason of payments which Subordinate Lender is obligated to remit
to Senior Lender pursuant to Section 5 hereof; (iii) the acquisition by Senior Lender
of title to the Mortgaged Property pursuant to a foreclosure; or (iv) the acquisition
by Subordinate Lender of title to the Mortgaged Property pursuant to a foreclosure
or a deed in lieu of foreclosure of, or the exercise of a power of sale contained in,
the Subordinate Mortgage, but only if such acquisition of title does not violate any
of the terms of this Agreement. Notwithstanding the foregoing, in the event the
Senior Indebtedness is refinanced or a transfer of physical assets occurs, the term
of this Agreement shall continue and the Subordinate Indebtedness and
Subordinate Loan Documents shall be subordinate to any such indebtedness
related to the refinanced or transferred loan as provided in Section 10 above.
(i) Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be considered an original for all purposes;
provided, however, that all such counterparts shall together constitute one and the
same instrument.
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Subordination Agreement - Public HUD -92420M
Each signatory below hereby certifies that each of their statements and
representations contained in this Agreement and all their supporting documentation
thereto are true, accurate, and complete. This Agreement has been made, presented,
and delivered for the purpose of influencing an official action of HUD in insuring the Loan,
and may be relied upon by HUD as a true statement of the facts contained therein.
[Signature Page to follow]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first written above.
SENIOR LENDER:
By:
Name:
Title.
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SUBORDINATE LENDER:
Approved as to form:
Matthew J. Mytych, Esq.
CRA Attorney
Date:
6/03
STATE OF FLORIDA )
COUNTY OF PINELLAS )
CITY OF CLEARWATER, FLORIDA,
a Florida municipal corporation.
By:
nif oirrier
City Manager
Date: Quu 9, d -DA S
Attest:
ULUIA-(02_0_.: 01,4 --
Rosemarie Call
City Clerk
Date: • U q, 20
The foregoing instrument was aknowled ed before me by means of (•hysical presence or
() online notarization, this .S day of,
9 - k , 2025 by Jennifer Poirrier as City
Manager of the City of Clearwater, Flor da of who is (r)ersonally known to me or ( ) who
has produced as identification.
"nr'!/jPatriciaPatriciDeMilo
t ""u .% Comm.: HH 387353
Expires: April 17, 2027
Notary Public - State of Florida
(NOTARY STAMP/SEAL ABOVE)
ll�
(Signore
4k(s,,d1 6U0
(Name of Notary, typed, printed, or stamped)
Previous editions are obsolete Subordination Agreement - Public HUD -92420M
SAH Indigo Holdings LP
a Florida Limited Partnership
By: SAH Indigo Holdings GP, LLC, a
Florida limited liability company,
its General Partner
By:
BORROWER:
Name: Eric Ray
Title: Authorized Signatory
State of California
County of
On , before me, , Notary Public, personally
appeared Eric Ray, as Authorized Signatory of SAH Indigo Holdings GP, LLC, a Florida limited
liability company, the General Partner of SAH Indigo Holdings LP, a Florida limited
partnership, who proved to me on the basis of satisfactory evidence to be the person whose
name is subscribed to the within instrument and acknowledged to me that he executed the
same in his authorized capacity and that by his signature on the instrument the person, or the
entity upon behalf of which the person acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Notary Public, State of California
(NOTARIAL SEAL) Name of notary:
My Commission Expires:
My Commission No.:
Previous editions are obsolete Subordination Agreement - Public HUD -92420M
Exhibit A — Legal Description
Schedule A — List of Senior Loan Documents
Schedule B — List of Subordinate Loan Documents
Previous editions are obsolete Subordination Agreement - Public HUD -92420M
EXHIBIT A: LEGAL DESCRIPTION
Parcel 1:
That leasehold estate created by that Ground Lease by and between Housing Finance Authority of
Pinellas County, Florida, as Trustee of the Pinellas County Land Assembly Trust - Indigo Apartments,
dated May 16, 2025, and SAH Indigo Holdings, LP, a Florida limited partnership, as evidenced by that
Memorandum of Ground Lease to be recorded, in the Public Records of Pinellas County, Florida, over
the following described real property (excluding the improvements thereon):
Lots 1, 2, 3, 4, 5, 6, 9, 10 and 11; LESS the West 50 feet of the South 118 feet thereof, Block 17,
MAGNOLIA PARK SUBDIVISION, according to the map or plat thereof, as recorded in Plat Book 3,
Page 43, of the Public Records of Pinellas County, Florida.
Parcel 2:
The buildings and improvements (being the buildings and improvements only and not including an
interest in the fee simple title to the land underlying the buildings and improvements) located upon
the following described real property:
Lots 1, 2, 3, 4, 5, 6, 9, 10 and 11; LESS the West 50 feet of the South 118 feet thereof, Block 17,
MAGNOLIA PARK SUBDIVISION, according to the map or plat thereof, as recorded in Plat Book 3,
Page 43, of the Public Records in Pinellas County, Florida.
Previous editions are obsolete Subordination Agreement - Public HUD -92420M
SCHEDULE A: LIST OF SENIOR LOAN DOCUMENTS
[to be inserted]
Previous editions are obsolete Subordination Agreement - Public HUD -92420M
SCHEDULE B: LIST OF SUBORDINATE LOAN DOCUMENTS
1. Leasehold Mortgage by and between the Subordinate Lender and Borrower
2. Promissory Note by Borrower for the benefit of Subordinate Lender
Previous editions are obsolete Subordination Agreement - Public HUD -92420M
Prepared by and return to: Matthew J. Mytych, Esq.
City of Clearwater Economic Development & Housing Department
P.O. Box 4748
Clearwater, Florida 33758
LAND USE RESTRICTION AGREEMENT
CITY OF CLEARWATER
Community Development Block Grant (CDBG)
State Housing Initiatives Partnership (SHIP)
City of Clearwater Residential Development Program
THIS LAND USE RESTRICTION AGREEMENT (this "Agreement"), is made this qw
day of , 2025, by and between SAH Indigo Holdings LP, a Florida Limited
Partnership, whose mailing address is 249 Royal Palm Way, Suite 301, Palm Beach, Florida 33480
("Developer") and the City of Clearwater, Florida, a Florida municipal corporation, whose mailing
address is P.O. Box 4748, Clearwater, Florida, 33758 (the "City" and collectively with Developer
the "Parties").
WHEREAS, the Housing Finance Authority of Pinellas County, Florida as trustee of the
Pinellas County Land Assembly Trust is acquiring certain real property located at 801 Chestnut
Street, Clearwater, Florida 33756; and
WHEREAS, the County intends to lease the property to Developer through a long-term
ground lease under which Developer will rehabilitate and manage the existing 208 -unit apartment
building for the provision of affordable housing; and
WHEREAS, the City is providing a $1,000,000.00 loan to Developer through a mortgage
and note arrangement to aid in the acquisition of the Property (the "Project"); and
WHEREAS, as a condition of the Project, Developer has agreed to execute this Agreement
to secure five (5) of the units for affordable housing purposes as further provided herein; and
WHEREAS, Developer agrees that the restrictive covenants provided herein shall remain
in full force and effect against Developer's leasehold property interest until the end of a 15 -year
affordability period; and
WHEREAS, Developer acknowledges this Agreement is necessary to comply with the
requirements of the Community Development Block Grant ("CDGB") and State Housing
1
Initiatives Partnership ("SHIP") Programs from which the loan funding is being provided to
Developer.
NOW, THEREFORE, in consideration of the funding for acquisition referenced above,
Developer covenants and agrees to comply, and require any subsequent purchasers of the property
to comply, with the following covenants and restrictions:
1. Recitals. The foregoing recitals are true and correct and are incorporated herein.
2. Recording and Restriction. This Agreement shall be properly filed and recorded by
Developer 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.
3. Property. The property subject to this Agreement is a leasehold interest in the property
located at 801 Chestnut Street, Clearwater, Florida 33756 (the "Leasehold Property") which
bears the following legal description:
Parcel 1:
That leasehold estate created by that Ground Lease by and between Housing Finance
Authority of Pinellas County, Florida, as Trustee of the Pinellas County Land Assembly
Trust - Indigo Apartments, dated May 16, 2025, and SAH Indigo Holdings, LP, a Florida
limited partnership, as evidenced by that Memorandum of Ground Lease to be recorded, in
the Public Records of Pinellas County, Florida, over the following described real property
(excluding the improvements thereon):
Lots 1, 2, 3, 4, 5, 6, 9,10 and 11; LESS the West 50 feet of the South 118 feet thereof, Block
17, MAGNOLIA PARK SUBDIVISION, according to the map or plat thereof, as recorded
in Plat Book 3, Page 43, of the Public Records of Pinellas County, Florida.
Parcel 2:
The buildings and improvements (being the buildings and improvements only and not
including an interest in the fee simple title to the land underlying the buildings and
improvements) located upon the following described real property:
Lots 1, 2, 3, 4, 5, 6, 9, 10 and 11; LESS the West 50 feet of the South 118 feet thereof, Block
17, MAGNOLIA PARK SUBDIVISION, according to the map or plat thereof, as recorded
in Plat Book 3, Page 43, of the Public Records in Pinellas County, Florida.
2
Developer warrants that it is the only leasehold owner of the Leasehold Property and that
Developer is lawfully able to enter into this Agreement and restrict the usage of the
Leasehold Property as further detailed herein.
4. Use Restrictions. Developer covenants and agrees that during the Affordability Period, as
defined in Section 7, the Leasehold Property shall be used to Provide rental housing for very
low- and low-income individuals and families in the City of Clearwater. Developer shall
not, during the Affordability Period defined in Section 7, alter the use of the property so as
to be in conflict with this Agreement.
5. Affordability of CDBG/SHIP-Assisted Units. During the period of affordability as
defined in Section 7, five (5) units on the Leasehold Property shall be CDBG/SHIP-assisted
units (the "Assisted Units"). The Assisted Units shall be held available for rental on a
continuous basis. Developer shall calculate gross annual income by annualizing verified
sources of income to be received by the household during the twelve (12) months following
the effective date of the determination.
Three (3) of the Assisted Units are being assisted through CDBG funds and shall be rented
or held available for rental by persons having an annual household income which does not
exceed Eighty Percent (80%) of area median income ("AMI") as defined by the U.S.
Department of Housing and Urban Development ("HUD"), with adjustments for family
size. Developer shall determine and verify the Income Eligibility of tenants in accordance
with HUD Section 8 housing assistance programs in 24 CFR Part 5.
Two (2) of the Assisted units are being assisted through SHIP funds and shall be rented or
held available for rental by persons having an annual household income which does not
exceed Fifty Percent (50%) of AMI as defined by HUD, with adjustments for family size.
Developer shall determine and verify the Income Eligibility of tenants in accordance with
the HUD Section 8 Program definition of annual (gross) income in 24 CFR Part 5. Income
shall be calculated by annualizing verified sources of income for the household as the
amount of income to be received by a household during the twelve (12) months following
the effective date of the determination. Annual income, as defined in Section 420.9071(4),
F.S, must be used and the SHIP Program limits cannot be exceeded. The Borrower shall
maintain complete and accurate income records pertaining to the tenant occupying a SHIP -
assisted unit. Furthermore, these two (2) units shall be made available to persons with
Special Needs as defined under Chapter 67-37.002(21), F.A.C.
Rent limits for the SHIP Program are revised annually and are available from the Florida
Housing Finance Corporation. In the event that the SHIP designated rent limit should be
reduced in any given year, Developer is not required to accept rents lower than rents in the
initial contract or agreement.
3
6. Sales or Lease Requirements. Developer covenants that no leasing (other than the
leasing of the units), sale, or title transfer of the Leasehold Property to any third party shall
occur without written approval from the City.
7. Affordability Period and Term. The Assisted Units shall be rented in accordance with
the requirements of this Agreement for a period commencing upon completion of the
rehabilitation of the apartment building and ending on the last day of the fifteenth (15th) year
thereafter (the "Affordability Period"). This Agreement shall terminate at the end of the
Affordability Period.
a. Program Income, as defined by 24 CFR § 570.500(a), is not anticipated as a result of
the Project.
b. Any noncompliance with the requirements of this Agreement shall be corrected
within thirty (30) days after such error is first discovered or would have been
discovered by the exercise of reasonable diligence.
8. Tenant Leases /Agreement and Protections: Developer shall comply with the provisions
of 24 CFR Part 570, Florida Landlord Tenant Act, the Florida Administrative Code, and any
lender requirements, which prohibit certain lease terms. All tenant leases for the Assisted
Units shall be expressly subordinate to the mortgage and note executed on even date
herewith between the City and Developer (the "Mortgage" and the "Note" respectively) and
such leases shall contain clauses, among others, wherein each individual tenant:
a. Agrees that the household income, household composition, and other eligibility
requirements shall be deemed substantial and material obligations of the tenancy; that
the tenant will comply promptly with all requests for information with respect thereto
from Developer or the City, and that tenant's failure to provide accurate information
about household income or refusal to comply with a request for information with
respect thereto shall be deemed a violation of a substantial obligation of tenancy;
b. Agrees not to sublease to any person or family who does not meet income qualifications
as determined, verified, and certified by Developer;
c. Affirms that the rental units are the primary residence of the tenant; and
d. Agrees that the lease shall be for a one (1) -year period, unless other terms are mutually
agreed upon by Developer and tenant.
9. Insurance Requirements. During the Affordability Period, Developer will carry coverage
for all damage to the Leasehold Property, and will specifically list the City of Clearwater,
Florida, as a loss payee on the policy.
4
10. No Discrimination. Developer shall not discriminate, as defined by Federal Statutes, on
the basis of race, creed, color, sex, disability, age, familial status or national origin in the
use or occupancy of the Assisted Units or in connection with the employment or application
for employment of persons for the operation and management of the Leasehold Property.
11. Property Standards: The Assisted Units shall meet and maintain compliance with all
applicable local government codes, the Florida Building Code, and ordinances (including
but not limited to zoning ordinances) at the time of acquisition. All units must meet all
applicable State and local housing quality standards, code requirements and accessibility
requirements at 24 CFR Part 8, which implements Section 504 of the Rehabilitation Act of
1973 and covered multifamily dwellings as defined at 24 CFR § 100.201 and must also meet
the design and renovation requirements at 24 CFR § 100.205, which implements the Fair
Housing Act. Rehabilitation of the Assisted Units must meet the Model Energy Codes.
12. Affirmative Marketing Efforts. In accordance with Fair Housing Act, Developer shall
implement its program in a manner that affirmatively furthers fair housing by: Taking
affirmative marketing steps consisting of actions to provide information and otherwise
attract eligible persons in the housing market area to the available housing without regard
to race, color, national origin, sex, religion, familial status, or disability, and maintaining
records of such actions taken; including the provision of information to eligible persons in
the housing market area who are not likely to apply for the housing without special outreach.
13. Environmental Reviews. The Leasehold Property 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.
14. Defaults and Remedies. If Developer fails to observe or perform any covenant, condition,
or requirement of this Agreement, then the City shall be entitled, after providing notice and
a thirty (30) day opportunity to cure period, to take the following actions, in addition to all
other remedies provided by law or in equity:
A. To compel specific performance by Developer of its obligations under this
Agreement, it being recognized that the beneficiaries of Developer obligations
hereunder cannot be adequately compensated by monetary damages in the event of
Developer's default;
B. To cause Developer to pay to the City an amount equal to all CDBG/SHIP funds
loaned to Developer less any principal balance previously repaid by Developer or to
transfer of leasehold property acquired with CDBG/SHIP Program assistance to the
City; and
5
C. In addition, to these remedies, a default by Developer hereunder shall constitute a
default under the Mortgage and Note which will enable the City thereunder, after
notice and an opportunity to cure as therein provided, to accelerate Developer's loan
and take such other actions as may be permitted under the terms of the Mortgage.
15. Notice. Except for any notice required under applicable law to be given in another manner,
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. Copies of any notice provided to Developer shall also be provided to
Cohen Liuzzo PLLC, 88 Pine Street, 14th Floor, New York, New York 10005, Attention:
Eleor Cohen, Esq., Email: ecohen@cohenliuz7o.com.
16. Records. Developer shall retain all records pertaining to the Project and this Agreement
for a period ending five (5) years after the termination of this Agreement. Additionally,
Developer shall retain all records pertaining to the Project and this Agreement for a period
of five (5) years after any audit and/or resolution of audit findings involving the loan.
Developer shall maintain accurate information regarding the occupancy for each
CDBG/SHIP assisted unit during the Affordability Period and, at the request of the City,
shall submit this information to the City for the City's review and comment. Developer
shall maintain documentation substantiating compliance with Affirmative Marketing
Requirements, if applicable. Such records shall be made available to the City, U.S.
Department of Housing and Urban Development, or representatives of the Comptroller
General of the United States for audit, inspection or copying purposes during normal
business hours. Developer shall maintain project records that include the following:
a. A full description of each of the Assisted Units, including the unit's location;
b. Records demonstrating that each of the Assisted Units meets the property standards
of the lead-based paint requirements;
c. Records demonstrating that each tenant is income eligible; and
d. Records documenting required inspections, monitoring reviews and audit, and the
resolution of any findings or concerns.
17. Monitoring. Not more than once per calendar year, Developer shall permit the City or its
designee to inspect all records pertaining to the Assisted Units upon reasonable notice and
6
within normal working hours and shall submit to the City such documentation as required
by the City to document compliance with this Agreement and CDBG/SHIP Program rules.
18. Successors Bound. This Agreement and the covenants contained herein shall run with the
Leasehold Property and shall bind, and the benefits shall inure to Developer, its successors
and assigns, and all subsequent owners of the Leasehold Property.
19. Enforcement of Terms. The benefits of this Agreement shall inure to and may be enforced
by the City during the Affordability Period.
20. Conflict of Interest. Developer warrants that no covered person who exercises or has
exercised any functions or responsibilities with respect to CDBG or SHIP activities or who
is in the position to participate in decisions or gain inside information may obtain a financial
interest or benefit from a CDBG or SHIP activity; or have an interest in any contract,
subcontract or agreement for themselves or for persons with business or family ties.
21. Uniform Administrative Requirements. Developer shall comply with all the
requirements and standards of 2 CFR Part 200, "Uniform Administrative Requirements,
Cost Principles, and Audit Requirements for Federal Awards", subject to the current Federal
regulations as may be amended.
22. Severability. The invalidity of any clause, part, or provision of this Agreement shall not
affect the validity of the remaining portion thereof.
23. HUD Rider. The HUD Rider attached hereto as Exhibit "A" is hereby incorporated into
this Agreement by this reference as if it were fully set forth herein.
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.
7
(DEVELOPER SIGNATURE PAGE)
Signed, sealed, and delivered in the presence of:
*Note: two witnesses are required*
SAH INDIGO HOLDINGS LP,
a Florida limited partnership.
Federal EIN: 99-4711284
By: SAH Indigo Holdings GP, LLC,
a Florida limited liability company,
its General Partner
By:
Witness #1 Signature Name: Eric Ray
Print Name: Title: Authorized Signatory
Address; Address: 249 Royal Palm Way, Suite 301
Palm Beach, FL 33480
Date:
Witness #2 Signature
Print Name:
Address.
State of California
County of
On , before me, , Notary Public, personally appeared Eric Ray,
as Authorized Signatory of SAH Indigo Holdings GP, LLC, a Florida limited liability company,
the General Partner of SAH Indigo Holdings LP, a Florida limited partnership, who proved to me
on the basis of satisfactory evidence to be the person whose name is subscribed to the within
instrument and acknowledged to me that he executed the same in his authorized capacity and that
by his signature on the instrument the person, or the entity upon behalf of which the person acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Notary Public, State of California
(NOTARIAL SEAL) Name of Notary:
8
My Commission Expires:
My Commission No.:
(CITY SIGNATURE PAGE)
Approved as to form:
Matthew J. Mytych, Esq.
CRA Attorney 6,, , f
Date: -j
CITY OF CLEARWATER, FLORIDA,
a Florida municipal corporation.
By:
9
Jenm er Po ' •er
City Man er S
Date: 1A g
Attest:
j(/ t-4.-e-h/L._&2. Cc e
Rosemarie Call
City Cler
Date: /IQ_ ��
Exhibit "A"
HUD Rider to Land Use Restriction Agreement
This RIDER TO LAND USE RESTRICTION AGREEMENT is made as of
, 20� by SAH Indigo Holdings LP, a Florida limited partnership ("Borrower") and
the City of Clearwater, Florida, a Florida municipal corporation, whose mailing address is P.O. Box
4748, Clearwater, Florida, 33758 (the "City").
WHEREAS, Borrower has obtained financing from Berkadia Commercial
Mortgage LLC ("Lender") for the benefit of the project known as Indigo Apartments (the
"Project"), which loan is secured by a Leasehold and Fee Simple Multifamily Mortgage,
Assignment of Leases and Rents and Security Agreement (Florida) ("Security Instrument") dated
as of , 2025, and to be recorded in the official public records of Pinellas County,
Florida ("Records") contemporaneously herewith, and is insured by the United States Department
of Housing and Urban Development ("HUD");
WHEREAS, Borrower has received a loan from the City, which City is requiring
certain restrictions be recorded against the Project pursuant to that certain Land Use Restriction
Agreement by and between City and Borrower executed on even date herewith (the "Restrictive
Covenants"); and
WHEREAS, HUD requires as a condition of its insuring Lender's financing to the
Project, that the lien and covenants of the Restrictive Covenants be subordinated to the lien,
covenants, and enforcement of the Security Instrument; and
WHEREAS, the City has agreed to subordinate the Restrictive Covenants to the
lien of the Mortgage Loan in accordance with the terms of this Rider.
NOW, THEREFORE, in consideration of the foregoing and for other consideration
the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
(a) In the event of any conflict between any provision contained elsewhere in
the Restrictive Covenants and any provision contained in this Rider, the provision contained in this
Rider shall govern and be controlling in all respects as set forth more fully herein.
(b) The following terms shall have the following definitions:
10
"Code" means the Internal Revenue Code of 1986, as amended.
"HUD" means the United States Department of Housing and Urban
Development.
"HUD Regulatory Agreement" means the Regulatory Agreement between
Borrower and HUD with respect to the Project, as the same may be
supplemented, amended or modified from time to time.
"Lender" means Berkadia Commercial Mortgage LLC, its successors and
assigns.
"Mortgage Loan" means the mortgage loan made by Lender to the Borrower
pursuant to the Mortgage Loan Documents with respect to the Project.
"Mortgage Loan Documents" means the Security Instrument, the HUD
Regulatory Agreement and all other documents required by HUD or Lender
in connection with the Mortgage Loan.
"National Housing Act" means the National Housing Act of 1934, as
amended.
"Program Obligations" has the meaning set forth in the Security Instrument.
"Residual Receipts" has the meaning specified in the HUD Regulatory
Agreement.
"Security Instrument" means the mortgage or deed of trust from Borrower
in favor of Lender, as the same may be supplemented, amended or modified.
"Surplus Cash" has the meaning specified in the HUD Regulatory
Agreement.
(c) Notwithstanding anything in the Restrictive Covenants to the contrary,
except the requirements in 26 U.S.C. 42(h)(6)(E)(ii), to the extent applicable, the provisions hereof
are expressly subordinate to (i) the Mortgage Loan Documents, including without limitation, the
Security Instrument, and (ii) Program Obligations (the Mortgage Loan Documents and Program
11
Obligations are collectively referred to herein as the "HUD Requirements"). Borrower covenants
that it will not take or permit any action that would result in a violation of the Code, HUD
Requirements or Restrictive Covenants. In the event of any conflict between the provisions of the
Restrictive Covenants and the provisions of the HUD Requirements, HUD shall be and remains
entitled to enforce the HUD Requirements. Notwithstanding the foregoing, nothing herein limits
the City's ability to enforce the terms of the Restrictive Covenants, provided such terms do not
conflict with statutory provisions of the National Housing Act or the regulations related thereto.
The Borrower represents and warrants that to the best of Borrower's knowledge the Restrictive
Covenants impose no terms or requirements that conflict with the National Housing Act and related
regulations.
(d) In accordance with 26 U.S.C. 42(h)(6)(E)(i)(1), in the event of foreclosure
(or deed in lieu of foreclosure), the Restrictive Covenants (including without limitation, any and all
land use covenants and/or restrictions contained herein) shall automatically terminate, with the
exception of the requirements of 26 U.S.C. 42(h)(6)(E)(ii) above, to the extent applicable, or as
otherwise approved by HUD.
(e) Borrower and the City acknowledge that Borrower's failure to comply with
the covenants provided in the Restrictive Covenants does not and shall not serve as a basis for
default under the HUD Requirements, unless a default also arises under the HUD Requirements.
(f) Except for the City's reporting requirements, in enforcing the Restrictive
Covenants the City will not file any claim against the Project, the Mortgage Loan proceeds, any
reserve or deposit required by HUD in connection with the Security Instrument or HUD Regulatory
Agreement, or the rents or other income from the property other than a claim against:
i. Available surplus cash, if the Borrower is a for-profit entity;
ii. Available distributions of surplus cash and residual receipts authorized for
release by HUD, if the Borrower is a limited distribution entity; or
iii. Available residual receipts authorized by HUD, if the Borrower is a non-
profit entity, or
iv. A HUD -approved collateral assignment of any HAP contract.
(g) For so long as the Mortgage Loan is outstanding, Borrower and the City
shall not further amend the Restrictive Covenants, with the exception of clerical errors or
administrative correction of non -substantive matters, without HUD's prior written consent.
12
(h) Subject to the HUD Regulatory Agreement, the City may require the
Borrower to indemnify and hold the City harmless from all loss, cost, damage and expense arising
from any claim or proceeding instituted against City relating to the subordination and covenants set
forth in the Restrictive Covenants, provided, however, that Borrower's obligation to indemnify and
hold the City harmless shall be limited to available surplus cash and/or residual receipts of the
Borrower.
(i) Notwithstanding anything to the contrary contained herein, it is not the
intent of any of the parties hereto to cause a recapture of the Low Income Housing Tax Credits or
any portion thereof related to any potential conflicts between the HUD Requirements and the
Restrictive Covenants. Borrower represents and warrants that to the best of Borrower's knowledge
the HUD Requirements impose no requirements which may be inconsistent with full compliance
with the Restrictive Covenants. The acknowledged purpose of the HUD Requirements is to
articulate requirements imposed by HUD, consistent with its governing statutes, and the
acknowledged purpose of the Restrictive Covenants is to articulate requirements imposed by
Section 42 of the Code. In the event an apparent conflict between the HUD Requirements and the
Restrictive Covenant arises, the parties and HUD will work in good faith to determine which
federally imposed requirement is controlling. It is the primary responsibility of the Borrower, with
advice of counsel, to determine that it will be able to comply with the HUD Requirements and its
obligations under the Restrictive Covenants. No action shall be taken in accordance with the rights
granted herein to preserve the tax exemption of the interest on the notes or bonds, or prohibiting
the owner from taking any action that might jeopardize the tax -exemption, except in strict accord
with Program Obligations.
The statements and representations contained in this rider and all supporting
documentation thereto are true, accurate, and complete. This certification has been made, presented,
and delivered for the purpose of influencing an official action of HUD in insuring a multifamily
loan, and may be relied upon by HUD as a true statement of the facts contained therein.
Warning: Federal law provides that anyone who knowingly or willfully submits (or causes to
submit) a document containing any false, fictitious, misleading, or fraudulent
statement/certification or entry may be criminally prosecuted and may incur civil
administrative liability. Penalties upon conviction can include a fine and imprisonment, as
provided pursuant to applicable law, which includes, but is not limited to, 18 U.S.C. 1001,
1010, 1012; 31 U.S.C. 3729, 3802, 24 C.F.R. Parts 25, 28 and 30, and 2 C.F.R. Parts 180 and
2424.
[Signature Page to Follow]
13
(BORROWER SIGNATURE PAGE)
Signed, sealed, and delivered in the presence of:
*Note: two witnesses are required*
SAH INDIGO HOLDINGS LP,
a Florida limited partnership.
Federal EIN: 99-4711284
By: SAH Indigo Holdings GP, LLC,
a Florida limited liability company,
its General Partner
By:
Witness #1 Signature Name: Eric Ray
Print Name: Title: Authorized Signatory
Address; Address: 249 Royal Palm Way, Suite 301
Palm Beach, FL 33480
Witness #2 Signature
Print Name:
Address;
14
Date:
State of California
County of
On , before me, , Notary Public, personally appeared Eric Ray,
as Authorized Signatory of SAH Indigo Holdings GP, LLC, a Florida limited liability company,
the General Partner of SAH Indigo Holdings LP, a Florida limited partnership, who proved to me
on the basis of satisfactory evidence to be the person whose name is subscribed to the within
instrument and acknowledged to me that he executed the same in his authorized capacity and that
by his signature on the instrument the person, or the entity upon behalf of which the person acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Notary Public, State of California
(NOTARIAL SEAL) Name of Notary:
My Commission Expires:
My Commission No.:
15
(CITY SIGNATURE PAGE)
Approved as to form:
Matthew J. Mytych, Esq.
CRA Attorney
Date:
6/YpS
CITY OF CLEARWATER, FLORIDA,
a Florida municipal corporation.
By:
16
Jennifer P'birrier
City Mana er
Date: 1,R -L 9, do 9\c-
Attest:
S
Attest:
Ld-[-hKith� l�
Rosemarie Call
City Clerk
Date: )0A
6 LJ&.L r
THIS INSTRUMENT PREPARED
BY AND RETURN TO:
Brooke R. Perlyn, Esq.
Stearns Weaver Miller
Weissler Alhadeff & Sitterson, P.A.
150 West Flagler Street, Suite 2200
Miami, Florida 33130
ABOVE SPACE RESERVED FOR
RECORDING PURPOSES ONLY
AMENDMENT TO
LAND USE RESTRICTION AGREEMENT
(Indigo Apartments)
THIS AMENDMENT TO LAND USE RESTRICTION AGREEMENT (this
"Amendment") is made and entered into as of.) -u, --e c, a, , 2025 (the "Effective
Date"), by and between SAH INDIGO HOLDINGS LP, a Florida limited partnership
("Borrower"), and the CITY OF CLEARWATER, FLORIDA, a Florida municipal corporation
(the "City" or the "Agency").
This Amendment amends that certain Land Use Restriction Agreement between Prospect
Towers of Clearwater, Inc., a Florida corporation ("Original Borrower"), its successors, assigns
and transferees, and the City dated as of July 27, 2012, and recorded on September 9, 2015, in
Official Records Book 18914, Page 2006, in the Public Records of Pinellas County, Florida (the
"Public Records") (collectively, the "LURA" or the "Restrictive Covenants"; all capitalized
terms used herein but not otherwise defined shall be as defined in the LURA).
WITNESSETH:
WHEREAS, the City provided a loan to Original Borrower through its HOME
Investment Partnership Program (the "HOME Program") & Pinellas County Housing Trust Fund
Program (the "HOME Loan") for the rehabilitation of that certain affordable multifamily rental
development known as Indigo Apartments (the "Project") located on the property described on
Exhibit "A" attached hereto (the "Property"); and
WHEREAS, as a condition of its receipt of the HOME Loan, Original Borrower agreed
to the restricted use of the Property and executed the LURA in favor of the City setting forth
certain terms and conditions relating to the Project and various other covenants and agreements;
and
WHEREAS, Section 13 of the LURA provides the LURA and the covenants contained
therein shall run with the land and shall bind, and the benefits shall inure to, respectively, the
Original 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 as defined in the LURA; and
WHEREAS, Original Borrower conveyed the Property to Chestnut Street Partners, LLC,
a Delaware limited liability company ("Seller"), pursuant to that certain Special Warranty Deed
recorded on June 1, 2020 in Official Records Book 21019, Page 493, of the Public Records; and
WHEREAS, on the Effective Date, Seller is conveying the Property to Borrower by
virtue of Special Warranty Deed pursuant to that certain Real Estate Sale Agreement dated May
28, 2024, as amended and assigned; and
WHEREAS, Borrower has obtained financing in the amount of $[19,703,200.00] from
Berkadia Commercial Mortgage LLC, a Delaware limited liability company ("Lender") for the
benefit of the Project, which financing is secured by a first -lien priority Multifamily Mortgage,
Assignment of Leases and Rents, and Security Agreement (Florida) ("Security Instrument") to
be dated as of the date hereof and recorded in the Public Records and is insured by the United
States Department of Housing and Urban Development ("HUD"); and
WHEREAS, HUD requires as a condition of its insuring Lender's financing to the
Project, that the lien and covenants of the Restrictive Covenants be subordinated to the lien,
covenants, and enforcement of the Security Instrument; and
WHEREAS, in connection with Borrower's purchase of the Property and its related
financing, the City has agreed to subordinate the Restrictive Covenants to the lien of the
Mortgage Loan (as hereinafter defined) and approved certain modifications to the LURA in
accordance with the terms of this Amendment.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
SECTION 1. Recitals. The foregoing recitals are true and correct and are incorporated
herein by reference and made a part of this Agreement.
SECTION 2. HUD Provisions. The following terms are hereby incorporated into the
LURA:
(a) In the event of any conflict between any provision contained elsewhere in
the Restrictive Covenants and any provision contained in this Amendment, the provision
contained in this Amendment shall govern and be controlling in all respects as set forth more
fully herein.
(b) The following terms shall have the following definitions: "Code" means
the Internal Revenue Code of 1986, as amended.
"HUD" means the United States Department of Housing and Urban Development.
"HUD Regulatory Agreement" means the Regulatory Agreement between Borrower and
HUD with respect to the Project, as the same may be supplemented, amended or modified
from time to time.
"Lender" means Berkadia Commercial Mortgage LLC, a Delaware limited liability
company, its successors and assigns.
"Mortgage Loan" means the mortgage loan made by Lender to the Borrower pursuant to
the Mortgage Loan Documents with respect to the Project.
"Mortgage Loan Documents" means the Security Instrument, the HUD Regulatory
Agreement and all other documents required by HUD or Lender in connection with the
Mortgage Loan.
"National Housing Act" means the National Housing Act, 12 USC § 1701 et seq., as
amended. "Program Obligations" has the meaning set forth in the Security Instrument.
"Residual Receipts" has the meaning specified in the HUD Regulatory Agreement.
"Security Instrument" means the mortgage or deed of trust from Borrower in favor of
Lender, as the same may be supplemented, amended or modified.
"Surplus Cash" has the meaning specified in the HUD Regulatory Agreement.
(c) Notwithstanding anything in the Restrictive Covenants to the contrary, the
provisions hereof are expressly subordinate to (i) the Mortgage Loan Documents, including
without limitation, the Security Instrument, and (ii) Program Obligations (the Mortgage Loan
Documents and Program Obligations are collectively referred to herein as the "HUD
Requirements"). Borrower covenants that it will not take or permit any action that would result in
a violation of the Code, HUD Requirements or Restrictive Covenants. In the event of any conflict
between the provisions of the Restrictive Covenants and the provisions of the HUD
Requirements, HUD shall be and remains entitled to enforce the HUD Requirements.
Notwithstanding the foregoing, nothing herein limits the Agency's ability to enforce the terms of
the Restrictive Covenants, provided such terms do not conflict with statutory provisions of the
National Housing Act or the regulations related thereto. The Borrower represents and warrants
that to the best of Borrower's knowledge the Restrictive Covenants impose no terms or
requirements that conflict with the National Housing Act and related regulations.
(d) In the event of foreclosure (or deed in lieu of foreclosure), the Restrictive
Covenants (including without limitation, any and all land use covenants and/or restrictions
contained herein) shall automatically terminate.
(e) Borrower and the Agency acknowledge that Borrower's failure to comply
with the covenants provided in the Restrictive Covenants does not and will not serve as a basis
for default under the HUD Requirements, unless a separate default also arises under the HUD
Requirements.
(f) Except for the Agency's reporting requirement, in enforcing the
Restrictive Covenants the Agency will not file any claim against the Project, the Mortgage Loan
proceeds, any reserve or deposit required by HUD in connection with the Security Instrument or
HUD Regulatory Agreement, or the rents or other income from the property other than a claim
against:
(i) Available surplus cash, if the Borrower is a for-profit entity;
(ii) Available distributions of surplus cash and residual receipts
authorized for release by HUD, if the Borrower is a limited distribution entity; or
(iii) Available residual receipts authorized for release by HUD, if the
Borrower is a non-profit entity; or
(iv) A HUD -approved collateral assignment of any HAP contract.
(g) For so long as the Mortgage Loan is outstanding, Borrower and Agency
shall not further amend the Restrictive Covenants, with the exception of clerical errors or
administrative correction of non- substantive matters, without HUD's prior written consent.
(h) Subject to the HUD Regulatory Agreement, the Agency may require the
Borrower to indemnify and hold the Agency harmless from all loss, cost, damage and expense
arising from any claim or proceeding instituted against Agency relating to the subordination and
covenants set forth in the Restrictive Covenants, provided, however, that Borrower's obligation
to indemnify and hold the Agency harmless shall be limited to available surplus cash and/or
residual receipts of the Borrower.
(i) Reserved.
The statements and representations contained in this Amendment and all supporting
documentation thereto are true, accurate, and complete. This certification has been made,
presented, and delivered for the purpose of influencing an official action of HUD in insuring a
multifamily loan, and may be relied upon by HUD as a true statement of the facts contained
therein.
Warning: Federal law provides that anyone who knowingly or willfully submits
(or causes to submit) a document containing any false, fictitious, misleading, or
fraudulent statement/certification or entry may be criminally prosecuted and
may incur civil administrative liability. Penalties upon conviction can include a
fine and imprisonment, as provided pursuant to applicable law, which includes,
but is not limited to, 18 U.S.C. 1001, 1010, 1012; 31 U.S.C. 3729, 3802, 24
C.F.R. Parts 25, 28 and 30, and 2 C.F.R. Parts 180 and 2424.
SECTION 3. Affordability Period. The "Affordability Period" is hereby amended to
commence on July 27, 2012, and end on the last day of the fifteenth calendar (15th) year
thereafter in accordance with the requirements of the HOME Program, which is December 31,
2027.
SECTION 4. Remainint Provisions Unaffected. Except as expressly modified and
amended by this Amendment, the covenants, terms and conditions of the LURA shall remain
unaffected and shall remain in full force and effect.
SECTION 5. Severabilitv. If any provision of this Amendment or the LURA shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
portions hereof or thereof shall in no way be affected or impaired, nor shall such holding of
invalidity, illegality or unenforceability affect the validity, legality or enforceability of such
provision under other dissimilar facts or circumstances.
SECTION 6. Multiple Counterparts. This Amendment may be simultaneously
executed in one or more counterparts, all of which shall constitute the same instrument and each
of which shall be deemed an original.
[COUNTERPART SIGNATURE PAGES TO FOLLOW]
COUNTERPART SIGNATURE PAGE TO
AMENDMENT TO LAND USE RESTRICTION AGREEMENT
(Indigo Apartments)
IN WITNESS WHEREOF, Indigo has caused this Amendment to be signed, sealed and
delivered by its duly authorized representatives, as of the date first written above.
WITNESS: BORROWER:
Print Name:
Address:
SAH Indigo Holdings LP, a Florida limited
partnership
By: SAH Indigo Holdings GP, LLC, a Florida
limited liability company, its General Partner
By:
Name: Eric Ray
Title: Authorized Signatory
Print Name: Address: 249 Royal Palm Way, Suite 301, Palm
Beach, FL 33480
Address:
State of California
County of
On , before me, , Notary Public, personally appeared Eric
Ray, as Authorized Signatory of SAH Indigo Holdings GP, LLC, a Florida limited liability
company, the General Partner of SAH Indigo Holdings LP, a Florida limited partnership, who
proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to
the within instrument and acknowledged to me that he executed the same in his authorized
capacity and that by his signature on the instrument the person, or the entity upon behalf of
which the person acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Notary Public, State of California
(NOTARIAL SEAL) Name of Notary:
My Commission Expires:
My Commission No.:
COUNTERPART SIGNATURE PAGE TO
AMENDMENT TO LAND USE RESTRICTION AGREEMENT
(Indigo Apartments)
IN WITNESS WHEREOF, the City of Clearwater has caused this Amendment to be
signed, sealed and delivered by its duly authorized representatives, as of the date first written
above.
Approved as to form:
Matthew J. Mytych, Esq.
Senior Assistant Ci Attorney
Date:
6/qldNs
CITY:
CITY OF CLEARWATER, FLORIDA,
a Florida municipal corporation.
By:
Jenni er Poirrier
City anager
Date: (U L L 9c?-69)s-
Matthew
9)S
STATE OF FLORIDA )
COUNTY OF PINELLAS )
ji1,401/1_(ak:OW-
Rosemarie Call
City Clerk r U
Date: %-Q ,'
The foregoing instrument was acknowledged before me means of 24ysical presence or
❑ online notarization this S day of 'S -V v...c , 2025, by Jennifer Poirrier, as City Manager
of the City of Clearwater, Florida, on behalf of the City of Clearwater, Florida. Said person is 0�
personally known to me or has 0 produced a valid,„ cover's license,identification.
,,•,,�•,�,,; atncia Demo
o
Comm.: HH 387353
Toel:41
Expires: April 17, 2027
°' Notary Public - State of Florida
Notary Public; �
Print Name: CSICk.
My Commission Expires: Ny;0 gy--1
My Commission No.: %,- A g$i S k
EXHIBIT "A"
LEGAL DESCRIPTION
All of Lots 1, 2, 3, 4, 5, 6, 9 and 10 and Lot 11 LESS the West 50 feet of the South 118 feet
thereof, all in Block 17, Magnolia Park Subdivision, according to the map or plat thereof, as
recorded in Plat Book 3, page 43, of the Public Records of Pinellas County, Florida.
Being the same conveyed in O.R. Book 3377, page 519; O.R. Book 3377, page 520; O.R. Book
3377, page 521 and O.R. Book 3377, page 523; all of the Public Records of Pinellas County,
Florida.
This instrument was prepared by and retum to:
Matthew J. Mytych, Esq.
City of Clearwater Economic Development and Housing Department
P.O. Box 4748
Clearwater, Florida 33758
NOTE TO RECORDER: THE NOTE AND MORTGAGE DESCRIBED BELOW ARE EXEMPT
FROM DOCUMENTARY STAMP TAX AND INTANGIBLE TAXAS SET FORTHINSECTION
420.513 FLORIDA STATUTES
LEASEHOLD MORTGAGE
Vis,
THIS LEASEHOLD MORTGAGE (this "Mortgage") is made as of this (4 day of
, 2025, by and between SAH Indigo Holdings LP, a Florida limited partnership, whose
mailing address is 249 Royal Palm Way, Suite 301, Palm Beach, FL 33480 ("Borrower") and the
City of Clearwater, Florida, a Florida municipal corporation, whose mailing address is P.O. Box 4748,
Clearwater, Florida 33758 ("Lender").
WHEREAS, Borrower is indebted to Lender in the principal sum of One Million Dollars and
00/100 Cents ($1,000,000.00), which indebtedness is evidenced by Borrower's Promissory Note of
even date attached hereto as Exhibit "A" (the "Note"); and
WHEREAS, Borrower does hereby mortgage, grant, and convey to Lender a security interest
in the Borrower's leasehold interest evidenced in that certain Ground Lease between the Housing
Finance Authority of Pinellas County, Florida as trustee of the Pinellas County Land Assembly Trust
and Borrower dated as of even date herewith (the "Ground Lease"), for the real property, described
in Exhibit "B" attached hereto which bears the address of 801 Chestnut Street, Clearwater, Florida
33756 located in the County of Pinellas, State of Florida together with all the improvements now or
hereafter erected on the property, and all easements, rights, appurtenances, rents, royalties, mineral,
oil and gas rights and profits, water, water rights, and water stock, and all fixtures now or hereafter
attached to the property, all of which, including replacements and additions thereto, shall be deemed
to be and remain a part of the property covered by this Mortgage; (collectively, the "Property") and
also known as Indigo Apartments; and
WHEREAS, Borrower covenants that Borrower is lawfully seized of the leasehold estate
hereby conveyed and has the right to mortgage, grant, and convey its leasehold interest in the
Property, and that Borrower will warrant and defend generally its leasehold interest in the Property
against all claims and demands, subject to any declarations, easements or restrictions listed in a
schedule of exceptions to coverage in any title insurance policy insuring Lender's interest in the
Property; and
WHEREAS, Borrower has also entered into a Land Use Restriction Agreement with Lender
executed on even date herewith (the "LURA"), a SHIP/CDBG Agreement with Lender executed on
even date herewith (the "SHIP/CDBG Agreement"), and a Land Use Restriction Agreement with the
Housing Finance Authority of Pinellas County, Florida as trustee of the Pinellas County Land
Assembly Trust executed on even date herewith (the "County LURA") and covenants that Borrower
will perform and comply with the requirements and conditions of the LURA, the SHIP/CDBG
Agreement, and the County LURA the terms of which are all incorporated herein and that failure to
comply with the terms of the LURA, the SHIP/CDBG Agreement, or the County LURA shall be a
default under this Mortgage and the Note; and
WHEREAS, Lender and Borrower covenant and agree that all proceeds from this loan shall
be used for the acquisition of a leasehold interest in the Property (the "Project"). Excess funds, if any,
will be returned to Lender and applied to the Borrower's indebtedness in the following order:
outstanding interest due, if any; fees, if any, and then to the principal balance of this Mortgage.
NOW, THEREFORE, Borrower and Lender mutually covenant and agree as follows:
1. Payment of Principal: Principal is deferred for and may be forgiven by Lender in its
sole and absolute discretion forty-three (43) years from the date of execution of the Note
2. Taxes and Insurance: Borrower shall pay all ad valorem property taxes due on the
Property prior to any delinquency, and shall maintain adequate casualty and liability insurance on
the Property until this Mortgage is satisfied.
3. Application of Payments: Unless applicable law provides otherwise, all payments
received by Lender under the Note and this Mortgage will be applied by Lender first to interest
payable on the Note, then to the principal of the Note, to satisfy this Mortgage only upon full payment
of amounts payable to Lender under the Note and under this Mortgage.
4. Charges, Liens, and Subordination: Borrower shall pay all taxes, assessments, and
other charges, fines, and impositions attributable to the Property which may attain a priority over this
Mortgage in the manner provided herein. Failure to pay beyond any applicable notice and cure period
as required hereunder shall constitute a default of this Mortgage and the Note. Borrower shall
promptly furnish to Lender all notices of amounts due under this paragraph and shall promptly furnish
to Lender evidence of satisfying the encumbrance (by bond or otherwise) receipts evidencing such
payments. Borrower shall promptly discharge any lien, whether or not such lien has priority over this
Mortgage. Notwithstanding anything contained herein to the contrary, Lender agrees that Borrower
may obtain institutional financing for acquisition, construction or refinancing of the Project, and
agrees to cooperate with Borrower in such an undertaking. Lender specifically agrees: (i) that this
Mortgage shall be subject and subordinate in all respects to the liens, terms, covenants, and conditions
of such loans; and (ii) to execute a subordination in form and substance reasonably dictated by the
third -party lender. In addition, Lender agrees that this Mortgage shall be subordinate to 1.) that certain
mortgage agreement executed on even date herewith by Borrower in favor of Berkadia Commercial
Mortgage LLC. and 2.) that certain mortgage agreement of even date herewith between Borrower and
the City of Clearwater Community Redevelopment Agency securing a principal amount of
$2,000,000.00. For sake of clarity, this Mortgage shall have priority over that certain mortgage
agreement of even date herewith between Borrower and Pinellas County, Florida securing a principal
amount of $3,000,000.00.
5. Hazard Insurance: Subject to any senior mortgage, Borrower shall keep the
improvements now existing or hereafter erected on the Property insured against loss by fire, hazards
included within the term "extended coverage", and such other hazards as Lender may require, and in
such amounts and for such periods as Lender may require; provided, that Lender shall not require that
the amount of such coverage exceed that amount of coverage required to pay the sums secured by
this Mortgage. The insurance carrier providing the insurance shall be chosen by Borrower subject to
approval by Lender, provided that such approval shall not be unreasonably withheld. All premiums
2
on insurance policies shall be paid timely when due, directly to the insurance carrier. All insurance
policies and renewals thereof shall be in a form acceptable to Lender and shall include a standard
mortgage clause in favor of and in form acceptable to Lender. Lender shall have the right to hold the
policies and renewals thereof, and Borrower shall promptly furnish to Lender all renewal notices and
all receipts of paid premiums. In the event of loss, Borrower shall give prompt notice to the insurance
carrier and Lender. Lender may make proof of loss if not made promptly by Borrower. Unless Lender
and Borrower otherwise agree in writing, insurance proceeds shall be applied to restoration or repair
of the Property damaged, provided such restoration or repair is economically feasible and the security
of this Mortgage is not thereby impaired. If such restoration or repair is not economically feasible or
if the security of this Mortgage would be impaired, Borrower shall direct the insurance company to
apply insurance proceeds to the sums secured by this Mortgage with payment directly to Lender, with
the excess, if any, paid to Borrower.
6. Preservation and Maintenance of Property: Borrower shall keep the Property in good
repair and shall not commit waste or permit impairment or deterioration of the Property subject to
normal wear and tear.
7. Protection of Lender's Security: If Borrower fails to perform the covenants and
agreements contained in this Mortgage, the Note, the LURA, the SHIP/CDBG Agreement, or the
County LURA, or if any action or proceeding is commenced which materially affects Lender's
interest in the Property, including, but not limited to, eminent domain, insolvency, code enforcement,
or arrangements or proceedings involving a bankrupt or decedent, then Lender at Lender's option,
upon notice to Borrower, may make such appearances, disburse such sums and take such action as is
necessary to protect Lender's interest, including, but not limited to entry upon the Property to make
repairs. Any amounts disbursed by Lender pursuant to this Paragraph 7, shall bear interest thereon at
the rate of three percent (3%) per annum, and shall become additional indebtedness of Borrower
secured by this Mortgage. Unless Borrower and Lender agree to other terms of payment, such
amounts shall be payable upon notice from Lender to Borrower requesting payment thereof and shall
bear interest from date of disbursement at the rate payable from time to time on outstanding principal
under the Note. Nothing contained in this Paragraph 7 shall require Lender to incur any expense or
take any action hereunder.
8. Inspection: Subject to the rights of tenants, Lender may make or cause to be made
reasonable entries upon and inspections of the Property, provided that Lender gives Borrower notice
at lease forty-eight (48) hours prior to any such inspection specifying reasonable cause therefore
related to Lender's interest in the Property.
9. Condemnation: In the event of condemnation, the Lender may do and pay for
whatever is reasonable or appropriate to protect Lender's interest in the Property. The proceeds of
any award or claim for damages, direct or consequential, in connection with any condemnation or
other taking of the Property, or part thereof, or for conveyance in lieu of condemnation, are hereby
assigned and shall be paid to Lender in accordance with Article 9 of the Ground Lease. In the event
of a partial taking of the Property, unless Borrower and Lender otherwise agree in writing, the
proceeds shall be paid to Lender in accordance with Article 9 of the Ground Lease. However, if, as
a result of any such condemnation or a casualty event, it is impractical or impossible to operate the
project consistent with the use that existed prior to such event during the remainder of the term of the
Note and this Mortgage, then Lender shall be entitled to a proportionate share of proceeds toward
repayment of the Note. After such payment, the loan shall be deemed repaid, this Mortgage shall be
satisfied of record, and the Property shall be released from the LURA.
3
10. Borrower Not Released: Extension of the time for payment or modification of the sums
secured by this Mortgage granted by Lender to any successor in interest of Borrower shall not operate
to release, in any manner, the liability of the original Borrower and Borrower's successors in interest.
Lender shall not be required to commence proceedings against such successor or refuse to extend
time for payment or otherwise modify the sums secured by this Mortgage by reason of any demand
made by the original Borrower and Borrower's successors in interest. Any additional amounts
subsequently disbursed by Lender shall become additional debt of the Borrower and secured by this
mortgage.
11. Forbearance by Lender Not a Waiver: Any forbearance by Lender in exercising any
right or remedy hereunder, or otherwise afforded by applicable law, shall not be a waiver of or
preclude the exercise of any such right or remedy. A waiver of one provision shall not be construed
as a subsequent waiver of the same or any other provision. Waivers shall be effectuated only by
mutual written agreement. The procurement of insurance or the payment of taxes or other liens or
charges by Lender shall not be a waiver of Lender's right to accelerate the maturity of the
indebtedness secured by this Mortgage.
12. Remedies Cumulative: All remedies provided in this Mortgage are distinct and
cumulative to any other right or remedy under this Mortgage, the Note, the LURA, the SHIP/CDBG
Agreement, the County LURA, or afforded by law or equity, and may be exercised concurrently,
independently, or successively.
13. Successors and Assigns: The covenants and agreements herein contained shall bind,
and the rights hereunder shall inure to, the respective successors and assigns of Lender and Borrower.
Borrower may only transfer its rights and obligations hereunder upon receipt of written approval from
Lender. In the event the Borrower assigns its obligations in accordance with this section, all of the
Borrower's obligations and agreements made hereunder shall be fully and completely assigned to
such assignee in full as if such assignee were mentioned by name instead of the Borrower herein.
14. Notice: Except for any notice required under applicable law to be given in another
manner, 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. Copies of any notice provided to
Borrower shall also be provided to Cohen Linz7o PLLC, 88 Pine Street, 14th Floor, New York, New
York 10005, Attention: Eleor Cohen, Esq., Email: ecohen@cohenliuzzo.com.
15. Governing Law, Severability: The laws of Florida shall govern this Mortgage. Venue
shall be in Pinellas County, Florida, or nearest location having proper jurisdiction. In the event that
any provision or clause of this Mortgage or the Note conflicts with applicable law, such conflict shall
not affect other provisions of this Mortgage or the Note which can be given effect without the
conflicting provision, and to this end the provisions of this Mortgage and the Note are declared to be
severable.
16. Borrower's Copy: Borrower shall be furnished a conformed copy of the Note and of
this Mortgage at the time of execution or after recordation hereof.
4
17. Transfer of the Property: If all or any part of the Property or an interest therein is sold
or transferred by Borrower without first obtaining written approval from Lender, then Borrower shall
be considered in default and subject to acceleration pursuant to the terms herein. Further, Borrower's
successor or assignee is bound by all the terms and conditions of this Mortgage, Note, the LURA, the
CDBG/SHIP Agreement, and the County LURA.
18. Acceleration; Remedies: Upon Borrower's breach of any covenant(s) or term(s) in
this Mortgage, the Note, the LURA, the CDBG/SHIP Agreement, or the County LURA, including
the covenants to pay when due any sums that are secured by this Mortgage or debts senior to this
Mortgage, Lender prior to acceleration shall mail notice to Borrower as provided in Paragraph 14
hereof specifying: (1) the breach; (2) the action required to cure such breach; (3) a date, not less than
30 days from the date the notice is mailed to Borrower, by which such breach must be cured; however,
if a non -monetary breach can be cured, but not within such thirty (30) day period, Borrower shall not
be in default so long as the Borrower commences cure actions within such thirty (30) day period,
thereafter diligently pursues the cure of the breach to completion, and cures the breach within one
hundred eighty (180) days from the date of Lender's notice the Borrower of the breach; and (4) that
failure to cure such breach on or before the date specified in the notice may result in acceleration of
the sums secured by this Mortgage, foreclosure by judicial proceeding, and sale of Property. The
notice shall further inform Borrower of the right to reinstate after acceleration and the right to assert
in the foreclosure proceeding, the non-existence of a default or any other defense of Borrower to
acceleration and foreclosure. If the breach is not cured on or before the date specified in the notice,
Lender, at Lender's option and subject in all respects to the liens, terms, covenants and conditions of
any senior mortgage loans, may declare all of the sums secured by this Mortgage to be immediately
due and payable without further demand and may foreclose this Mortgage by judicial proceeding.
Lender shall be entitled to collect in such proceeding, all reasonable expenses of foreclosure,
including, but not limited to costs of documentary evidence, abstracts and title reports. In addition to
these requirements, if Lender intends to accelerate or otherwise foreclose on this Mortgage, Lender
shall first notify the lessor of the Ground Lease and provide them with sixty (60) days written notice
in accordance with Paragraph 14 so that lessor may have an opportunity to satisfy the indebtedness
secured by this Mortgage and/or acquire this Mortgage.
19. Borrower's Right to Reinstate: Notwithstanding Lender's acceleration for the sums
secured by this Mortgage, Borrower shall have the right to have any proceedings begun by Lender to
enforce this Mortgage discontinued at any time prior to entry of a judgment enforcing this Mortgage
provided that (a.) Borrower pays Lender all sums which would be then due under this Mortgage, the
Note and notes securing future advances, if any, had no acceleration occurred; (b.) Borrower cures
all breaches of any other covenants or agreements of Borrower contained in this Mortgage; (c.)
Borrower pays all reasonable expenses incurred by Lender in enforcing the covenants and agreements
of Borrower contained in this Mortgage and in enforcing Lender's remedies as provided in Paragraph
18 hereof; and (d.) Borrower takes such action as Lender may reasonably require to assure that the
lien of this Mortgage, Lender's interest in the Property and Borrower's obligation to pay the sums
secured by this Mortgage shall continue unimpaired. Upon such payment and cure by Borrower, this
Mortgage and the obligation secured hereby shall remain in full force and effect as if no acceleration
had occurred.
20. Assignment of Rents or Other Sums; Appointment of Receiver: As additional security
hereunder, Borrower hereby assigns to Lender the rents of or other sums generated by the Property,
provided that Borrower shall, prior to acceleration under Paragraph 18 hereof or abandonment of the
property, have the right to collect and retain such rents or other sums as they become due and payable.
Upon acceleration under Paragraph 18 hereof or abandonment of the Property, Lender shall be entitled
5
to have a receiver appointed by a court to enter upon, take possession of and manage the Property and
to collect the rents of or other sums generated by the Property, including those past due. All rents or
other sums collected by the receiver shall be applied first to payment of Lender's costs of management
of the Property and collection of rents or other sums, including, but not limited to, receiver's fees,
premiums on receiver's bonds and then to the sums secured by this Mortgage. The receiver shall be
liable to account only for those rents actually received.
21. Release: Upon the termination of the Note and this Mortgage, Lender shall release
this Mortgage without charge to Borrower. Borrower shall pay all costs of recordation, if any.
22. Deferred Payment as Personal Benefit: Lender's waiver of interest payments on the
deferred payment of the sum secured by this Mortgage was made by Lender to Borrower in
furtherance of the Borrower's contributions to affordable housing and redevelopment efforts in
Pinellas County. The waiver, therefore, results in a delay of reimbursement at a rate not otherwise
available to the public at large. Accordingly, Borrower understands that this waiver is to be a personal
benefit and not as an instrument to increase the value of the Property.
(SIGNATURES ON FOLLOWING PAGE)
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered on its behalf as of the date and year first set forth above.
(BORROWER SIGNATURE PAGE)
Signed, sealed, and delivered in the presence of:
*Note: two witnesses are required*
SAH INDIGO HOLDINGS LP,
a Florida limited partnership.
Federal EIN: 99-4711284
By: SAH Indigo Holdings GP, LLC,
a Florida limited liability company,
its General Partner
By:
Witness #1 Signature Name: Eric Ray
Print Name: Title: Authorized Signatory
Address: Address: 249 Royal Palm Way, Suite 301
Palm Beach, FL 33480
Date:
Witness #2 Signature
Print Name:
Address -
State of California
County of
On , before me, , Notary Public, personally appeared Eric Ray,
as Authorized Signatory of SAH Indigo Holdings GP, LLC, a Florida limited liability company,
the General Partner of SAH Indigo Holdings LP, a Florida limited partnership, who proved to me
on the basis of satisfactory evidence to be the person whose name is subscribed to the within
instrument and acknowledged to me that he executed the same in his authorized capacity and that
by his signature on the instrument the person, or the entity upon behalf of which the person acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Notary Public, State of California
(NOTARIAL SEAL) Name of Notary:
My Commission Expires:
My Commission No.:
7
(LENDER SIGNATURE PAGE)
CITY OF CLEARWATER, FLORIDA,
a Florida municipal corporation.
By:
Je f Poirrier
City M ger
Date: /iL
Approved as to form: Attest:
Matthew J. Mytych, Es
CRA Attorney � �-S
Date: Ki
8
./LLWYL-att: 42)-t—
Rosemarie Call
City Qt
Clem
Date: �/ C!� r dOS
This instrument was prepared by and retum to:
Matthew J. Mytych, Esq.
City of Clearwater Economic Development and Housing Department
P.O. Box 4748
Clearwater, Florida 33758
EXHIBIT "A"
PROMISSORY NOTE
CITY OF CLEARWATER ECONOMIC DEVELOPMENT AND HOUSING
DEPARTMENT
Closing Date: , 2025
Loan Amount: $1,000,000.00
Property Address: 801 Chestnut Street, Clearwater, Florida 33756
1. Intent. This Promissory Note (this "Note") provides an amount not to exceed One
Million Dollars and 00/100 Cents ($1,000,000.00) paid by the City of Clearwater, Florida, a
Florida municipal corporation, whose mailing address is P.O. Box 4748, Clearwater, Florida 33758
("Lender"), to SAH Indigo Holdings LP, a Florida limited partnership, whose mailing address is
249 Royal Palm Way, Suite 301, Palm Beach, FL 33480 ("Borrower"), to partially finance the
acquisition of a leasehold interest in an affordable housing project located at 801 Chestnut Street,
Clearwater, Florida 33756 in which Borrower shall hold said leasehold interest evidenced by that
certain Ground Lease between the Housing Finance Authority of Pinellas County, Florida as
trustee of the Pinellas County Land Assembly Trust and Borrower executed on even date herewith
(the "Ground Lease"), together with all Borrower's right in the improvements now or hereafter
erected on the property, and all easements, rights, appurtenances, rents, royalties, mineral, oil and
gas rights and profits, water, water rights, and water stock, and all fixtures now or hereafter
attached to the property, all of which, including replacements and additions thereto, shall be
deemed to be and remain a part of the property (the "Property").
2. Borrower's Promise to Pay. Borrower promises to repay One Million Dollars and
00/100 Cents ($1,000,000.00) of the original principal balance which will become due Forty-
three (43) years from the date of execution of this Note (the "Maturity Date"). The interest rate
will be 0.00% per annum and monthly payments will not be required. On or before the Maturity
Date, the City of Clearwater City Council at a duly noticed public meeting may elect to forgive
the loan balance in whole or in part in its sole and absolute discretion, provided that the Borrower
or its successors and assigns are in compliance with the terms of this Note and the accompanying
Leasehold Mortgage (the "Mortgage"), and any other security instrument associated with the
Mortgage, the terms of which are incorporated herein by reference.
Borrower covenants that if the Property is sold or title or any interest therein is otherwise
transferred to any third party not in compliance with the terms of the Mortgage before the Maturity
date, except for the rental or lease of individual units to income qualified persons as further detailed
in that certain land use restriction agreement executed on even date herewith (the "LURA"), then
following a thirty (30) days written notice with opportunity to cure, the full principal sum plus
interest from the date of the Mortgage due hereunder shall be immediately due and payable in
9
accordance with Section 18 of the Mortgage. Notwithstanding anything to the contrary contained
herein, Borrower's obligations under this provision shall not extend to any of its partners,
members, shareholder, officers, directors, employees, agents or consultants.
3. Default; Acceleration. In case of an uncured default in the payment required hereunder, if any,
or in the event of the uncured default in the performance of any of the covenants, conditions, or
agreements contained in the Mortgage, including all incorporated attachments thereto (subject to
force majeure delays), the LURA, that certain land use restriction agreement between Borrower
and the Housing Finance Authority of Pinellas County, Florida, as Trustee of the Pinellas County
Land Assembly Trust executed on even date herewith] or any other related agreement(s) given to
secure the payment hereof, then in accordance with Section 18 of the Mortgage, Lender or
subsequent legal holder may, without notice, declare the whole debt immediately due and payable.
Such outstanding principal will begin to bear interest at the rate of three percent (3%) per annum
from the date of such default until paid in full. Should the Borrower default, the Borrower will
forward the lump sum payment to the City of Clearwater at P.O. Box 4748, Clearwater, Florida
33758, or at a different place if required by the Note Holder.
4. Prepayment. Borrower reserves the right to prepay at any time, all or any part of the principal
amount of the Note without payment of penalties or premiums. Despite prepayment in part or in
full as a result of a default, Borrower acknowledges and agrees that the Mortgage shall remain in
full force and effect and will not be considered satisfied until the date set forth in Section 2.
5. HUD Provisions. As long as the United States Department of Housing and Urban Development
"HUD") is the insurer or holder of the Senior Note (as such term and other capitalized terms are
defined in the form Subordination Agreement, HUD -92420M) on FHA Project No. 067-35633,
the following provisions ("HUD Provisions") shall be in full force and effect:
(a) any payments due under the Note shall be payable only (i) from permissible
distributions from Surplus Cash (as defined in the HUD subordination agreement) of
the Project; but in no event greater than seventy- five percent (75%) of the total amount
of Surplus Cash; or (ii) from monies received from Non -Project Sources. In no event
may payments due under all subordinate debt of Borrower cumulatively exceed 75%
of available Surplus Cash. The restriction on payment imposed by this paragraph shall
not excuse any default caused by the failure of the Borrower to pay the indebtedness
evidenced by the Note;
(b)
no prepayment of the Note shall be made until after final endorsement by HUD of
the Senior Note, unless such prepayment is made from Non -Project Sources and is
approvedin writing by HUD;
(c) this Note is non-negotiable and may not be sold, transferred, assigned, or pledged by
the City except with the prior written approval of HUD;
(d) Interest on this Note shall not be compounded as long as HUD is the insurer or holder
of the Note secured by the Security Instrument.
(e) Borrower hereby waives presentment, demand, protest and notice of demand, protest
and nonpayment of this Note;
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(f) the terms and provisions of this Note are also for the benefit of and are enforceable by
HUD against any party hereto, their successors and assigns. This Note may not be
modified or amended without the written consent of HUD; and
(g) in the event of any conflict between the terms of this Note and the HUD Provisions, the
terms of the HUD Provisions shall control.
(SIGNATURES ON FOLLOWING PAGE)
11
IN WITNESS WHEREOF, this Note has been duly signed by Borrower this day
of , 2025.
(BORROWER SIGNATURE PAGE)
Signed, sealed, and delivered in the presence of:
*Note: two witnesses are required*
SAH INDIGO HOLDINGS LP,
a Florida limited partnership.
Federal EIN: 99-4711284
By: SAH Indigo Holdings GP, LLC,
a Florida limited liability company,
its General Partner
By:
Witness #1 Signature Name: Eric Ray
Print Name: Title: Authorized Signatory
Address: Address: 249 Royal Palm Way, Suite 301
Palm Beach, FL 33480
Witness #2 Signature
Print Name:
Address
State of California
County of
Date:
On , before me, , Notary Public, personally appeared Eric Ray,
as Authorized Signatory of SAH Indigo Holdings GP, LLC, a Florida limited liability company,
the General Partner of SAH Indigo Holdings LP, a Florida limited partnership, who proved to me
on the basis of satisfactory evidence to be the person whose name is subscribed to the within
instrument and acknowledged to me that he executed the same in his authorized capacity and that
by his signature on the instrument the person, or the entity upon behalf of which the person acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Notary Public, State of Florida
(NOTARIAL SEAL) Name of Notary:
My Commission Expires:
My Commission No.:
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Exhibit "B"
Legal Description
Parcel 1:
That leasehold estate created by that Ground Lease by and between Housing Finance Authority
of Pinellas County, Florida, as Trustee of the Pinellas County Land Assembly Trust - Indigo
Apartments, dated May 16, 2025, and SAH Indigo Holdings, LP, a Florida limited partnership,
as evidenced by that Memorandum of Ground Lease to be recorded, in the Public Records of
Pinellas County, Florida, over the following described real property (excluding the
improvements thereon):
Lots 1, 2, 3, 4, 5, 6, 9, 10 and 11; LESS the West 50 feet of the South 118 feet thereof, Block 17,
MAGNOLIA PARK SUBDIVISION, according to the map or plat thereof, as recorded in Plat
Book 3, Page 43, of the Public Records of Pinellas County, Florida.
Parcel 2:
The buildings and improvements (being the buildings and improvements only and not including
an interest in the fee simple title to the land underlying the buildings and improvements) located
upon the following described real property:
Lots 1, 2, 3, 4, 5, 6, 9, 10 and 11; LESS the West 50 feet of the South 118 feet thereof, Block 17,
MAGNOLIA PARK SUBDIVISION, according to the map or plat thereof, as recorded in Plat
Book 3, Page 43, of the Public Records in Pinellas County, Florida.
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