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CONSTRUCTION LOAN AGREEMENTCITY OF CLEARWATER ECONOMIC DEVELOPMENT AND HOUSING DEPARTMENT CONSTRUCTION LOAN AGREEMENT This Construction Loan Agreement (this "Agreement") is entered into on July 29, 2026, by and between THE CITY OF CLEARWATER, FLORIDA, a Florida municipal corporation (herein, "Lender" or the "City"), whose address is P.O. Box 4748 Clearwater, FL 33758-4748 and HOMELESS EMERGENCY PROJECT, INC. A FLORIDA NOT-FOR-PROFIT CORPORATION, D/B/A HOMELESS EMPOWERMENT PROGRAM ("DEVELOPER") a Florida not-for-profit corporation (the "Borrower" and collective with the City the "Parties"), whose address is 1120 North Betty Lane, Clearwater, FL 33755 and is made in reference to the following facts: A. Simultaneously with the execution and delivery of this Agreement, the City has made a loan to the Borrower in the principal amount of One Million Three Hundred And Ninety -One Thousand Nine Hundred And Thirty Eight Dollars and 00/100 Cents (S1,391,938.00) (the "Loan"), or as much thereof as may from time to time be advanced by the City to the Borrower, evidenced by a note (the "Note") in favor of the City and a second Mortgage (the "Mortgage") encumbering real property located in Pihellas County, Florida, more particularly described as follows (the "Property"): Legal Description: Commence at the Southwest corner of the Southeast Quarter of the Southeast Quarter of Section 3, Township 29 South, Range 15 East, Pinellas County, Florida, for a point of reference; thence N00°07'03"W, 758.00 feet; thence N89°36'07'W, 30.00 feet to the Point of Beginning; thence S00°07'03"E., 563.03 feet; thence N52°37"00"W, 239.48 feet; thence N00°07'03"W, 418.95 feet; thence S89°36'07"E, 190.00 feet to the Point of Beginning less all of the road right of way of Betty Lane and Overbrook Avenue. Parcel Number: 03-29-15-00000-430-0400 A.K.A. 1718 North Betty Lane, Clearwater, FL 33755 B. Borrower desires to make improvements on the Property in accordance with plans and specifications submitted to the City and require advances from the City from time to time during the period of construction, in order to construct said improvements. C. The City is agreeable to making the advances set forth in Paragraph A. above and Exhibit "A" New Construction Draw Schedule attached hereto, as long as such advances are in strict compliance with the terms and conditions of this Agreement and secured by the lien of the Mortgage, and that construction is completed no later than eighteen (18) months from the date hereof (the "Construction Date"). NOW THEREFORE, in consideration of the statements as set forth in the above and the agreements herein made, the agreements and covenants contained in the Note and Mortgage, executed on even date herewith, the Borrower and the City do hereby make the agreements set forth herein. ARTICLE I. REPRESENTATIONS AND WARRANTIES OF BORROWER The Borrower represents and warrants to the City as follows: Existence. The Borrower is duly authorized, validly existing and in good standing under the laws of the state of its incorporation and the laws of the state in which the Property is located, and its President/CEO executing this Agreement and the Note and Mortgage is duly authorized and has all necessary corporate power to enter into these agreements. (a) No Default. The Borrower is not in default and has not breached in any material respect any agreement or instrument to which it is a party or by which it may be bound, and the execution and delivery of this Agreement, the Note and Mortgage, and the consummation of the other transactions contemplated herein do not conflict with or result in (i) a violation of any regulation, order, writ, judgment, injunction or decree of any court or governmental or municipal instrumentality or (ii) the breach of or default under any agreement or instrument to which the Borrower is a party or by which it may be bound. (b) Non -Commencement of Work. There has been no commencement of operation on the Property incident to the improvements. No activities have occurred prior to the date hereof which could result in mechanic's lien or similar lien being filed against the Property which would be superior to the lien of the Mortgage. No Notice of Commencement has been filed in the Public Records of Pinellas County in which the property is located. (c) Compliance with Laws. The Borrower has obtained all necessary governmental approvals necessary to commence construction of the improvements. (d) Utilities, Land Use and Zoning. Sewer, water, and all other necessary utilities are available to serve the Property and the improvements in sufficient quality for their intended use, and the current land use and zoning classifications of the Property and any covenants and restrictions affecting the Property may permit the construction and intended use of the improvements without the necessity of obtaining further approvals, authorizations, waivers, consents, exceptions, or variances. (e) Absence of Proceedings and Actions. There are no actions, suits or proceedings pending or, to the knowledge of the Borrower, threatened against or affecting the Borrower or the Property, or any Guarantors of the loans, if any. (0 Financial Statements. All financial statements of the Borrower and the Guarantors, if any, of the Loan submitted to the City are true and correct as of the date of this Agreement. ARTICLE II. COVENANTS OF BORROWER The Borrower covenants to the City that: (a) Plans and Specifications. The Borrower shall cause to be constructed certain improvements on the Property in accordance with the plans and specifications, and any amendments thereto previously submitted by the Borrower to the City, and which have been approved by the City. The plans and specifications, and any amendments thereto, as so approved by the City, shall remain the property of the City. (b) Development Work Criteria. Development of the Property and construction of the improvements shall be in accordance with the plans and specifications, all engineering reports and studies, soil reports and other similar matters which have heretofore been submitted by the Borrower to the City for the basis of the Loan, and in compliance with all restrictions, conditions, regulations, and agencies having control over or an interest in the Property and the improvements. No deviation shall be made in the plans and specifications without the prior written consent of the City and, to the extent applicable, no change shall be made in any contracts the Borrower has entered into with respect to construction of the improvements without the prior written consent of the City of Clearwater. (c) Commencement and Continuity of Work. Development of the Property and construction of the improvements shall commence within ninety (90) days from the date of this Agreement and shall be carried on diligently and without interruption or delay until completed and the same shall be constructed in a good and workmanlike manner, and in accordance with the plans and specifications referred to above. Before or immediately after the recordation of the Mortgage, the Borrower shall file a Notice of Commencement and post a certified copy thereof on the Property in accordance with Florida law. (d) Use of Proceeds and Deficiency in Loan Amount. The Borrower will use the proceeds of the Loan only for the payment of costs directly associated with the construction of the improvements and shall not divert such funds for any other purpose. If it appears the construction costs of the improvements will exceed the net amount available from the Loan, the City, at its discretion, may require the Borrower to deposit, and the Borrower shall deposit with the City within ten (10) days after receipt of notice of sufficient sums, which together with a net amount remaining available for disbursement that will be sufficient to pay all construction and related costs of completing the improvements in accordance with the plans and specifications. The judgment and determination of the City as to any such deficiency shall be final and conclusive. (e) Liens. The Borrower will have any Mechanics' Liens, or other encumbrances which maybe filed against the Property, released or bonded off within ten (10) days of the date the Borrower receives notice thereof. (0 Access to Books and Records. The Borrower will permit the City, or its agents, to have at all reasonable times, unrestricted access to its records, accounting books, contracts, subcontracts, bills and statements, including any supporting or related vouchers or other instruments, related in any manner, to the development and construction of the improvements, and the City, or its agents, shall have the right to copy the same. (g) Financial Statements. During the time period encompassing development of the Property and construction of the improvements, or until the Completion Date, whichever occurs first, the City reserves the right at any time to require updated fmancial statements from the Borrower and any Guarantor, if any. The Borrower will permit the City, through any means deemed appropriate by the City, to verify the correctness of any such updated financial statements. (h) Delivery of Materials to Property. The Borrower will cause all materials, supplies, and goods to be incorporated as part of the improvements to be delivered to the Property free and clear of all liens and encumbrances so that no other party shall have an interest therein, whether superior or inferior to the lien of the Mortgage. (i) Compliance with Mechanics' Lien Law. The Borrower and its general contractor and Agent will comply in all respects whatsoever with the Florida Mechanics Lien Law as the same may from time to time exist, and the City shall not be obligated to disburse any funds to the Borrower if, in the opinion of the City or its counsel, such disbursement would result in a violation of such law. (j) Access to the Property. The Borrower will permit the City and its agents, at all reasonable times, to have the right of entry and free access to the Property and the right to inspect the Property and all work completed, labor performed, and materials furnished thereon or thereabouts. (k) Services to Benefit the City. INSPECTIONS AND OTHER SERVICES RENDERED BY OR ON BEHALF OF THE CITY AND WHETHER OR NOT PAID FOR BY BORROWER SHALL BE RENDERED SOLELY FOR THE PROTECTION AND BENEFIT OF THE CITY, AND THE BORROWER SHALL NOT BE ENTITLED TO CLAIM ANY LOSS OR DAMAGE AGAINST THE CITY OR ITS AGENTS OR EMPLOYEES FOR FAILURE TO PROPERLY DISCHARGE THEIR DUTIES TO THE CITY. (1) The City's Right to Approve. The City shall have the right to approve all contracts, subcontracts, purchase orders, or other similar agreements to be entered into by the Borrower with respect to any portion of the construction of the improvements or any materials, supplies, or labor to be rendered in connection therewith. (m) Signage. The Borrower agrees that the City may erect a sign at the construction site in a conspicuous location indicating that the financing for the project is provided by the City of Clearwater. (n) Joinder by Contractor. If the Borrower is employing a General Contractor and/or Agent with respect to the construction of the improvements, the Borrower will require such Contractor and/or Agent to join in the execution hereof, and, in the event of a conflict between the terms and conditions of any such contract and this Agreement, the terms and conditions of this Agreement shall govern and control. (o) Further Assurance. The Borrower will, at the City's request, make, do, execute, and deliver to the City and, where appropriate, shall cause to be recorded or filed at the Borrower's expense any and all further acts, mortgages, documents, and assurances as may be reasonably necessary to effectuate, complete, and confirm the transactions sought to be consummated hereunder. (p) Compliance with Note and Mortgage. The Borrower will comply with and abide by all the terms, conditions, covenants, agreements, representations and warranties contained in the Note and Mortgage, each of which documents are incorporated herein by this reference thereto. In the event of a conflict bet -ween this Agreement and the Note or Mortgage, the terms and conditions of this Agreement shall govern and control. (q) Disputes Between Borrower and the City. In the event any dispute arises between the Borrower and the City with respect to the construction or meaning of the plans and specifications, the same shall, at the option of the City, be decided by a competent architect to be selected by the City, but may be paid for by the Borrower. The decision of such architect or government representative, as the case may be, shall be conclusive and binding upon the Parties hereto. (r) Disputes Between Borrower and Contractor and/or Agent. In the event a dispute arises between the Borrower and Contractor and/or Agent, and the Borrower desires that future disbursements to Contractor and/or Agent from the construction fund be suspended, the Borrower shall advise the City in writing of the facts giving rise to the dispute and shall request in writing that disbursements to the Contractor and/or Agent be suspended. The City shall withhold any disbursements due until the City receives written instructions signed by the Borrower and the Contractor and/or Agent. ARTICLE III. DISBURSEMENT OF FUNDS (a) Disbursement Schedule. Upon satisfaction of all conditions required and specified in the Disbursement Schedule set forth by Borrower, the City shall disburse funds to the Borrower as set forth in the attached Draw Schedule — Exhibit "A". (b) Method of Disbursement. The City, at its option, disburses the loan funds to or for the Borrower, the Contractor, and/or Agent for the Borrower. Such election shall not prevent the City from making subsequent disbursements in a different manner or through a different party. (c) Disbursement Procedures. Requests for loan disbursements shall be submitted by the Borrower according to a Disbursement Authorization, which by this reference is incorporated herein and made a part hereof (the "Disbursement Authorization"). Said authorization shall also serve as the Borrower's written authorization to the City of where and to whom the disbursements are to be made and the Parties authorized to request such disbursements. (d) Disbursement Obligation of the City. Nothing contained in this Agreement, the Note, or Mortgage shall impose upon the City any obligation to see to the proper application of any disbursements made pursuant to this Loan, and the sole obligation of the City shall be to disburse funds as set forth herein, provided there exists no default under this Agreement, the Note, and Mortgage. ARTICLE IV. PARTIAL RELEASES Provided there is no default under the terms and conditions of the Commitment Letter, the Land Use Restriction Agreement (the "LURA"), the HOME - ARP Agreement, the Note, or Mortgage (all executed on even date herewith), or this Agreement (collectively the "Loan Documents"), and provided further that the Loan Commitment contemplates partial releases of the Property from the lien of the Mortgage, partial releases shall be granted upon the terms and conditions set forth, if applicable. ARTICLE V. EVENTS OF DEFAULT The happening of any one or more of the following events shall constitute a default under this Agreement, and the other Loan Documents: (a) Breach of Condition. The Borrower's violation or breach of any term, condition, covenant, representation or warranty contained in this Agreement, the Commitment Letter, the LURA, the HOME - ARP Agreement, Note, or Mortgage, or other instruments executed in connection herewith, or if the improvements are not completed on or before the Completion Date set forth in this Agreement, or the existence of a material misrepresentation of a fact contained in the documents submitted in support of the Loan. (b) Transfer of Property. The sale, assignment, pledge, transfer, hypothecation, or other disposition of any proprietary or beneficial interest in the Borrower or the Property by the Borrower without the prior written consent of the City. (c) Impairment of the Property. The occurrence of any condition or situation which, in the sole determination of the City, constitutes a danger to or impairment of the Property or repayment of the Loan. ARTICLE VL THE CITY'S REMEDIES Upon the occurrence of any event of default hereunder or under the other Loan Documents, the City shall provide written notice of the default to the Borrower and provide the Borrower thirty (30) days to cure. Upon providing written notice of a default, the City shall have the absolute right to refuse to disburse any funds hereunder unless such default is cured within the thirty (30) day period. Upon a failure to cure a default, the City shall have the absolute right at its option and election and in its sole discretion to: (a) Possession. Take immediate possession of the Property as well as all other security for the Loan as is necessary to fully complete the improvements as required hereunder and to do everything in its sole judgment to fulfill the obligation of the Borrower hereunder. (b) Exercise. Exercise any of the rights, privileges, or remedies available to the City under the LURA, the Home - ARP Agreement, Note or Mortgage, or as otherwise may be permitted by applicable law. (c) Power of Completion. In the event of the death of the Contractor and/or Agent, or in the event of the bankruptcy of the Contractor and/or Agent, or in the event of the general assignment to creditors by the Borrower or Contractor and/or Agent during the period of construction of said building and before completion thereof, or upon any other occasion which might result in cessation of work, the City shall have full power to take charge of and complete the construction and make disbursements against the Loan and for the benefit of the Borrower, but shall not in any way be obligated to do so. (d) Acceleration. Accelerate the maturity of the Note and Mortgage and demand payment of the principal sums due thereunder, advances, costs and attorney's fees, whether incurred at the trial or appellate level, and enforce collection of such payment by foreclosure of the Mortgage or other appropriate action in a court of competent jurisdiction. The remedies and rights of the City hereunder and under the other Loan Documents shall be cumulative and not mutually exclusive. The City may resort to any one or more or all of the remedies, but not to the exclusion of any other remedy. No party, whether contractor, materialman, subcontractor, or supplier, shall have any interest in loan funds withheld because of default, and shall have no right to garnish, require or compel payment thereof to be applied towards discharge or satisfaction of any claim of lien which such party may have for work performed or materials supplied for the construction of the improvements. ARTICLE VII. THE CITY'S LIABILITILS (a) The Escrow Account. The Borrower agrees the holding, application, and disbursement of said construction funds delivered by the Borrower to the City shall be for the account of the Borrower; however, it is expressly understood by the Parties that the holding, application and disbursement of said construction funds is for the protection of all Parties. (b) To Third Persons. This Agreement shall not be construed to make the City liable to materialmen, contractors, craftsmen, laborers, or other for goods or services delivered by them in or upon said premises, or for debt or claims accruing to any such parties against the Borrower. (c) INSPECTION SERVICES. IT IS EXPRESSLY AGREED THAT ALL INSPECTION AND OTHER SERVICES RENDERED BY THE CITY SHALL BE RENDERED SOLELY FOR THE PROTECTION AND BENEFIT OF THE CITY, AND THE BORROWER SHALL NOT BE ENTITLED TO CLAIM ANY LOSS OR DAMAGE AGAINST THE CITY. THE CITY SHALL NOT BE LIABLE FOR THE FAILURE OF ANY DEALER, CONTRACTOR, CRAFTSMAN OR LABORER TO DELIVER THE GOODS OR PERFORM THE SERVICES TO BE DELIVERED OR PERFORMED BY THEM. (d) To the Borrower. The Borrower has accepted, and hereby accepts, the full responsibility for the selection of his own contractor and subcontractors and all materials, supplies and equipment to be used in the construction, and THE CITY ASSUMES NO RESPONSIBILITY FOR THE COMPLETION OF SAID BUILDING OR BUILDINGS, ACCORDING TO THE PLANS AND SPECIFICATIONS AND FOR THE CONTRACT PRICE. The Borrower has further accepted, and hereby accepts full responsibility for compliance with the Florida Mechanics' Lien Law and hereby relieves the City from any and all liability thereunder of any nature whatsoever. Anything herein contained to the contrary notwithstanding, there shall be no obligation upon the City to make any additional disbursements hereunder, if at the time of the request for such disbursements the Borrower is in default or has failed to perform any provision of this Agreement or of the other Loan Documents ARTICLE VIII. MISCELLANEOUS (a) Notice. All notices provided for herein shall be sent by certified or registered return receipt requested mail, or by a nationally recognized overnight courier, addressed to the appropriate party at the address designated for such party in the preamble to this Agreement, or such other address as the party who is to receive such notice may designate in writing. Notice by mail shall be completed by depositing the same in a letterbox or other means provided for the posting of mail addressed to the party with the proper amount of postage affixed thereto. Actual receipt of notice shall not be required to effect notice hereunder. Notices sent by a nationally recognized overnight courier service shall be deemed delivered the next business day after deposit with such courier unless the records of such courier indicate a later delivery in which case the notice shall be deemed received on the date of delivery. (b) Governing Law and Venue. This Agreement and the other Loan Documents shall be governed and construed in accordance with the laws of the State of Florida and the exclusive venue for any litigation arising out of these documents shall be in Pinellas County, Florida. (e) Modification and Waiver. No provision of this Agreement, the Note, or the Mortgage shall be amended, waived, or modified except by an instrument in writing signed by the Parties against whom such amendment, waiver, or modification is sought to be enforced. - (d) Severability. The inapplicability or unenforceability of any provision of this Agreement, the Note, and Mortgage shall not limit or impair the operation or continued validity of any other provision of this Agreement, the Note, and Mortgage. (e) Counterparts. This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, and such counterparts together constitute one and the same instrument. (0 Assignability. The Borrower shall not assign this Agreement, or any part of any advance to be made hereunder, or convey, encumber, mortgage, lease, in whole or in part, any portion of the Property without the prior written consent of the City. The rights of the City under this Agreement are assignable by the City, in whole or in part, without the consent of the Borrower. This (g) (h) (i) Agreement is binding upon the representatives, successors and permitted assigns of the Borrower and the City. Waiver of Defaults. Waiver by the City of any breach or default by the Borrower under the terms of the Note, Mortgage, or this Agreement shall not be deemed to, nor shall the same constitute a waiver of, any subsequent breach or default on the part of the Borrower. Expenses. The Borrower shall pay all costs and expenses required to satisfy the condition of this Agreement or incidental to the Loan, including, without limitation, all taxes, insurance premiums, recording expenses, stamp taxes, all brokerage fees, appraisal fees, survey costs, and title insurance costs. Beneficiaries. This Agreement is an agreement only by and between the Borrower and the City and for their benefit and the benefit of their successors and assigns permitted by this Agreement. No other person or party, including any contractor that assents hereto, shall be a beneficiary hereof or have any rights hereunder, and no rights are conferred by this Agreement upon any other person or party, whether or not their name may be used or otherwise identified in this Agreement, or in the assent of contractor below. (j) Attorney's Fees. Should it become necessary for the City to engage the services of an attorney due to the failure on the part of the Borrower to promptly and fully perform, comply, and/or abide by each and every stipulation, agreement, condition and covenant of this Agreement or any related loan document, the Borrower agrees to pay any and all of the City's attorney fees. The term "attorney's fees" as used in this Agreement includes any and all' legal fees of whatever nature, including, but not limited to, fees resulting from any appeal of any involuntary order, final judgment, or any other appellate proceedings arising out of any litigation. [The remainder of this page intentionally left blank] 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. (BORROWER SIGNATURE PAGE) Homeless Emergency Project, Inc., A Florida not-for-profit corporation. Print name: Ashley Lowery Title: President/CEO Date: STATE OF FLORIDA) COUNTY OF PINELLAS) The foregoing instrument was acknowledged before me by means of D physical presence or 0 online notarization, this day of , 2026 by Ashley Lowery as President/CEO of Homeless Emereencv Project, Inc., who 0 is/are personally known to me or 0 who has/have produced a driver's license as identification. Notary Public, State of Florida (NOTARIAL SEAL) Name of Notary: My Commission Expires: My Commission No. (CITY SIGNATURE PAGE) Approved as to Form: Matthew J. Mytych, Esq. Assistant City Attorney Date: City of Clearwater, Florida, a Florida municipal corporation. Jenhffer Poirrier City Manager Date: tat �tii £DWP Attest: Rosemarie City Clerk Date: