Agenda 05/24/2016 Item #16D11 5/24/2016 16.D.11 .
EXECUTIVE SUMMARY
Recommendation to authorize the Chairman to sign a Subordination Agreement with Community
Housing Capital (senior lender) and Oak Marsh, LLC (buyer) and Florida Housing Financing
Corporation (subordinate lender) and Oak Marsh, LLC for properties being purchased from
Immokalee Non-Profit Housing, Inc. d/b/a Immokalee Housing and Family Services, in order to
transfer the previous Declaration of Restrictive Covenants placed on these properties for
Community Development Block Grant activities to the new owner.
OBJECTIVE: To transfer and maintain the land use restrictions on properties improved with
Community Development Block Grant(CDBG) funding.
CONSIDERATIONS: The board entered into two agreements with Immokalee Non-Profit Housing
d/b/a Immokalee Housing and Family Services on May 14, 2013 (Agenda item 16D.11) for the Timber
Ridge Community Center upgrades (CD 13-03) and also for the Sanders Pine Playground improvements
(CD 13-04). Both projects were completed in May 2014 and a Declaration of Restrictive Covenants was
placed on each property to ensure the continued use of the properties in accordance with 24 CFR 570.505.
The Declarations of Restrictive Covenants require that the County approve all transfers of the properties
where a change of ownership occurs. Immokalee Non-Profit Housing d/b/a Immokalee Housing and
Family Services plans to sell the aforementioned properties to Oak Marsh, LLC. The Declaration of
Restrictive Covenants will remain with each property but subordination to both the senior lender,
Community Housing Capital, and the second position subordinate lender, Florida Housing Finance
Corporation (FHFC), has been requested by the senior lender and FHFC in order for the sale to be
complete.
Approval of this agenda item will continue the Declarations of Restrictive Covenants until May 2019 to
ensure the continued use of the properties for the intended purpose to benefit persons who are low to
moderate income. Please note that this agreement subordinates the position of the County to the senior
lender and FHFC, however it maintains the previously recorded Declarations of Restrictive Covenant
from the prior properties owner to the buyer Oak Marsh, LLC. If this item is approved,the subordination
documents will be recorded at closing.
The chart below identifies the properties and the amount of the CDBG investment associated with each
property.
Property CDBG
Property Legal Grant
Name Description Number Parcel Number Grant
Amount
Sanders The North 1/2 of
Pine the West '/2 of
the North'/2 of
the Southeast 1/4
of the Northwest 13-04 00082961109 $13,500
'/4, Section 32,
Township 46,
South Range 29
East,Collier
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County
Timber Lot 44 of Timber
Ridge Ridge-Unit Two,
according to the
plat thereof
recorded in Plat 13-03 76850001801 $18,250
Book 4,Pages
40-41,of the
Public Records
of Collier
County Florida
FISCAL IMPACT: There is no fiscal impact associated with this item.
GROWTH MANAGEMENT IMPACT: None.
LEGAL CONSIDERATIONS: This item is approved for form and legality and requires a majority vote
for Board action. —JAB
RECOMMENDATION: That the Board of County Commissioners approves and authorizes the
Chairman to sign the attached Subordination Agreement with Community Housing Capital and Oak
Marsh, LLC for the properties being purchased from Immokalee Non-Profit Housing d/b/a Immokalee
Housing and Family Services.
PREPARED BY: Kristi Sonntag,Manager, Community and Human Services
ATTACHMENTS:
1) CDS 13-03 IHFS-Timber Ridge Executed Agreement
2) Timber Ridge-Declaration of Restrictive Covenants
3) CDS 13-04IHFS Playground Upgrades Executed Agreement
4) Sanders Pine-Declaration of Restrictive Covenants
5) Oak Marsh LLC-Subordination Agreement with Community Housing
6) Timber Ridge Subordination Agreement FHFC
7) Sanders Pine Subordination Agreement FHFC
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COLLIER COUNTY
Board of County Commissioners
Item Number: 16.16.D.16.D.11.
Item Summary: Recommendation to authorize the Chairman to sign a Subordination
Agreement with Community Housing Capital (senior lender) and Oak Marsh, LLC (buyer) and
Florida Housing Financing Corporation (subordinate lender) and Oak Marsh, LLC for properties
being purchased from Immokalee Non-Profit Housing, Inc. d/b/a Immokalee Housing and
Family Services, in order to transfer the previous Declaration of Restrictive Covenants placed on
these properties for Community Development Block Grant activities to the new owner.
Meeting Date: 5/24/2016
Prepared By
Name: SonntagKristi
Title:Manager-Federal/State Grants Operation,Community&Human Services
5/5/2016 12:07:05 PM
Submitted by
Title:Manager-Federal/State Grants Operation,Community&Human Services
Name: SonntagKristi
5/5/2016 12:07:06 PM
Approved By
Name: LopezMaggie
Title: Supervisor-Accounting, Community&Human Services
Date: 5/5/2016 5:21:37 PM
Name: GrantKimberley
Title: Division Director-Cmnty&Human Svc, Community&Human Services
Date: 5/7/2016 6:32:16 PM
Name: AlonsoHailey
Title: Operations Analyst,Public Services Department
Date: 5/10/2016 4:15:03 PM
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Name: TownsendAmanda
Title:Division Director-Operations Support,Public Services Department
Date: 5/12/2016 7:00:44 AM
Name: CarnellSteve
Title: Department Head-Public Services,Public Services Department
Date: 5/12/2016 8:31:18 AM
Name: RobinsonErica
Title:Accountant, Senior,Grants Management Office
Date: 5/12/2016 8:31:32 AM
Name: BelpedioJennifer
Title:Assistant County Attorney,CAO General Services
Date: 5/13/2016 8:35:00 AM
Name: KlatzkowJeff
Title: County Attorney,
Date: 5/13/2016 2:54:36 PM
Name: StanleyTherese
Title: Manager-Grants Compliance, Grants Management Office
Date: 5/16/2016 12:45:20 PM
Name: CasalanguidaNick
Title: Deputy County Manager,County Managers Office
Date: 5/16/2016 4:42:09 PM
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Grant#-B-11-UC-12-0016
CFDA/CSFA#- 14.218
Subrecipient—Immokalee Non-Profit
Housing,Inc.d/b/a Immokalee Housing
&Family Services
DUNS#-849855549
FETI#-59-2716833
FY END-12-31
Monitoring Deadline 9-30-18
AGREEMENT BETWEEN COLLIER COUNTY
AND
IMMOKALEE NON-PROFIT HOUSING,INC. d/b/a IMMOKALEE HOUSING&FAMILY
SERVICES
TIMBER RIDGE(CARL J.KUEHNER)COMMUNITY CENTER UPGRADES
THIS AGREEMENT is made and entered into this 14th day of May 2013, by and between Collier
County, a political subdivision of the State of Florida, ("COUNTY") having its principal address as 3339 E,
Tamiami Trail,Naples FL 34112, and the "Immokalee Non-Profit Housing, Inc. d/b/a Immokalee Housing
& Family Services", a private not-for-profit corporation existing under the laws of the State of Florida,
having its principal office at 2449 Sanders Pines Circle,Immokalee, FL 34142.
WHEREAS, the COUNTY is an entitlement County of the United States Department of Housing and
Urban Development (HUD) grant program Community Development Block Grant Program funds and the
COUNTY expects to continue to receive entitlement funds from these grant programs to operate the
COUNTY's housing and community development activities;and
WHEREAS, pursuant to the aforesaid agreement, COUNTY is undertaking certain activities to
primarily benefit low and moderate income persons and neighborhoods and to alternatively use Community
Development Block Grant (CDBG) funds for: slum or blight treatment or for an urgent community need; to
improve the quality of life in Collier County by providing infrastructure improvements, public facilities, and
other activities which are related to neighborhood/community improvements; to improve the condition of life
for persons who require physical access or other services that meet their individual needs; and to provide for
long range community improvements by assessing current conditions and planning long range improvement
programs as described in the Consolidated Plan submission;and
WHEREAS, each year, the COUNTY prepares a One-Year Action Plan detailing how it intends to
allocate funds received from HUD to conduct eligible activities for the benefit of low and moderate-income
residents; and
WHEREAS, the Board of County Commissioners of Collier County approved various Collier County
Consolidated Plans and Annual Action Plans for the CDBG Program;and
WHEREAS,in accordance with HUD regulations and the Collier County Consolidated Plan concerning
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the preparation of various Annual Action Plans, the County advertised a substantial amendment on March 14,
2013 with a 30-day citizen comment period from March 14, 2013 through April 15,2013;and
WHEREAS, on May 14, 2013 the COUNTY approved substantial amendments to various year's
Annual Action Plans providing CDBG funds in the amount of 518,250 to Immokalee Non-Profit Housing,
Inc. d/b/a Immokalee Housing & Family Services for Community Center Upgrades located at 2726
Wilton Court, Immokalee,Fl 34142;and
NOW, THEREFORE, in consideration of the mutual benefits contained herein, it is agreed by the
Parties as follows:
I. SCOPE OF SERVICES
The SUBRECIPIENT shall, in a satisfactory and proper manner and consistent with any standards
required as a condition of providing CDBG funds, as determined by Collier County Housing, Human and
Veteran Services(HHVS),perform the tasks necessary to conduct the program outlined as follows:
The FY 2011-2012 Amended Annual Action Plan provides for rehabilitation
upgrades to the Timber Ridge Community Center.
Project component #1: Community Center- consisting of the purchase, replacement,
installation, disposal, and shipping costs of recovering 8 deteriorating exterior
awnings,
Project Component #2: The purchase, replacement, installation, disposal and
shipping costs of playground equipment including garden benches and picnic tables
not to exceed 2 of each; 1 tetherball, 1 sandbox and cover; 1 seesaw, 1 climber, art
easels not to exceed 4 and I installed playground border as required by the
Department of Children and Families(DCF).
Project Component #3: The purchase, replacement, installation, disposal and
shipping costs of multifamily mailboxes not to exceed 3.
Specifically, improvements identified for funding are outlined in the budget in
Section lll.
The detailed project scope will be contained in the schedule of values awarded. The
project's invoices will include details sufficient to document the number, amount
and costs associated with all activities for payment.
All activities funded with CDI3G funds must meet one of the CDBG program's National Objectives:
benefit low- and moderate-income persons; aid in the prevention or elimination of slums or blight; or meet
community development needs having a particular urgency,as defined in 24 CFR 570.208
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IL TIME OF PERFORMANCE
Services of the SUBRECIPIENT shall start on the 14th day of May,2013 and end on the 31st day of
October,2013. The term of this Agreement and the provisions herein may be extended by amendment to cover
any additional time period during which the SUBRECIPIENT remains in control of CDBG funds or other
CDBG assets,including program income,
111. AGREEMENT AMOUNT
The COUNTY agrees to make available EIGHTEEN THOUSAND TWO HUNDRED AND FIFTY
DOLLARS ($18,250') for the use by the SUBRECIPIENT for TIMBER RIDGE (CARL J. KUEHNER)
COMMUNITY CENTER UPGRADES during the Term of the Agreement(hereinafter, the aforestated amount
including, without limitation, any additional amounts included thereto as a result of a subsequent amendment(s)
to the Agreement, shall be referred to as the"Funds").The SUBREC1PIENT project budget shall be as follows:
Line Item Description CDBG
Funds
Project Component#1-Community Center-Recover awnings $6,925
Project Component#2-Playground equipment $8,215
Project Component#3-Mailboxes $3,110
TOTAL 518,250
Modifications to the "Budget and Scope" may only be made if approved in advance. Budgeted fund
shifts between cost categories and activities shall not be more than 10% and does not signify a change in scope,
Fund shifts that exceed 10%of a cost category and activity shall be made with board approval.
All improvements specified in Section I. Scope of Services shall be performed by SUBRECIPIENT
employees, or shall be put out to competitive bidding under a procedure acceptable to the COUNTY and
Federal requirements. The SUBRECIPIENT shall enter into contract for improvements with the lowest,
responsive and qualified bidder. Contract administration shall be handled by the SUBRECIPIENT and
monitored by HHVS,which shall have access to all records and documents related to the project.
The County shall reimburse the SUBRECIPIENT for the performance of this Agreement upon completion or
partial completion of the work tasks as accepted and approved by HHVS pursuant to the submittal of quarterly
progress reports. Invoices for work performed are required every month. If no work has been performed during
that month,or if the SUBRECIPIENT is not yet prepared to send the required backup,a$0 invoice will be
required. Explanations will be required if two consecutive months of$0 invoices are submitted. Payments
shall be made to the SUBRECIPIENT when requested as work progresses but,not more frequently than once
per month, Final invoices are due no later than 90 days after the end of the agreement. Work performed during
the term of the program but not invoiced within 90 days without written exception from the Grant Coordinator
will not be reimbursed. No payment will be made until approved by HHVS for grant compliance and adherence
to any and all applicable local, state or Federal requirements Payment will be made upon receipt of a properly
completed invoice and in compliance with §218.70,Florida Statutes,otherwise known as the"Local
Government Prompt Payment Act."
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The following table details the project deliverables and payment schedule.
Deliverable Payment Schedule
Project Component#l- Submission of monthly invoices on AIA
Community Center-Recover 8 G702-1992 form or equivalent document,
awnings Final 10%(692.50)released upon
documentation of awning upgrade
completed. Supporting documents must be
provided as back up.
Project Component#2- Submission of monthly invoices on AIA
Playground equipment G702-1992 form or equivalent document.
Final 10%($821.50)released upon
documentation of playground upgrade
completed. Supporting documents must be
provided as back up.
Project Component#3- Submission of monthly invoices on AIA
Mailboxes G702-1992 form or equivalent document.
Final 10%($311.00)released upon
documentation of Mailboxes installed and
complete. Supporting documents must be
provided as back up.
Individuals Served
Proof that a minimum of 300 N/A
individuals have been served
via exhibit D
Inventory
Submittal of asset inventory N/A
for equipment purchased
annually
IV. NOTICES
Notices required by this Agreement shall be in writing and delivered via mail (postage prepaid),
commercial courier, or personal delivery or sent by facsimile or other electronic means. Any notice delivered or
sent as aforesaid shall be effective on the date of delivery or sending. All notices and other written
communications under this Agreement shall be addressed to the individuals in the capacities indicated below,
unless otherwise modified by subsequent written notice.
COLLIER COUNTY ATTENTION: Sandra Marrero,Grant Coordinator
3339 E Tamiami Trail, Suite 211
Naples,Florida 34112
(239)252-2399
sandramarrero@colliergov.net
SUBRECIPIENT ATTENTION: Susan Golden,Executive Director
lmmokalee Non-Profit Housing,Inc.
d/b/a
Immokalee Housing&Family Services
Immokalee Non-Profit Housing,Inc.
d/b/a
Immokalee Housing&Family Services
CDBG(CDS 13.03)
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V. ADDITIONAL CONDITIONS AND COMPENSATION
The parties acknowledge that the Funds originate from CDBG grant funds from HUD and must be
implemented in full compliance with all of HUD's rules and regulations and any agreement between COUNTY
and HUD governing CDBG funds pertaining to this Agreement. In the event of curtailment or non-production
of said federal funds, the financial sources necessary to continue to pay the SUBRECIPIENT all or any portions
of the funds will not be available. In that event,the COUNTY may terminate this Agreement, which termination
shall be effective as of the date that it is determined by the County Manager or designee, in his-her sole
discretion and judgment, that the Funds are no longer available. In the event of such termination, the
SUBRECIPIENT agrees that it will not look to, nor seek to hold the COUNTY, nor any individual member of
the County Commissioners and /or County Administration, personally liable for the performance of this
Agreement, and the COUNTY shall be released from any further liability to SUBRECIPIENT under the terms
of this Agreement.
VI. GENERAL CONDITIONS
A. SUBCONTRACTS
No part of this Agreement may be assigned or subcontracted without the written consent of the
COUNTY, which consent,if given at all,shall be at the COUNTY's sole discretion and judgment.
B. GENERAL COMPLIANCE
The SUBRECIPIENT agrees to comply with the requirements of Title 24 of the Code of Federal
Regulations, Part 570 (the U.S. Housing and Urban Development regulations concerning Community
Development Block Grants (CDBG)) including subpart K of these regulations, except that (I) the
SUBRECIPIENT does not assume the recipient's environmental responsibilities described in 24 CFR 570.604
and (2) the SUBRECIPIENT does not assume the recipient's responsibility for initiating the review process
under the provisions of 24 CFR Part 52. The SUBRECIPIENT also agrees to comply with all other applicable
Federal, state and local laws, regulations, and policies governing the funds provided under this contract. The
SUBRECIPIENT further agrees to utilize funds available under this Agreement to supplement rather than
supplant funds otherwise available,
C. INDEPENDENT CONTRACTOR
Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or
establishing the relationship of employer/employee between the parties, The SUBRECIPIENT shall at all times
remain an "independent contractor" with respect to the services to be performed under this Agreement. Unless
otherwise provided by the Scope of Services, the Grantee shall be exempt from payment of all Unemployment
Compensation, FICA, retirement, life and/or medical insurance and Workers' Compensation Insurance, as the
SUBRECIPIENT is an independent contractor.
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D. AMENDMENTS
The COUNTY or SUBRECIPIENT may amend this Agreement at any time provided that such
amendments make specific reference to this Agreement, and are executed in writing, signed by a duly
authorized representative of each organization, and approved by the Grantee's governing body. Such
amendments shall not invalidate this Agreement,nor relieve or release the Grantee or SUBRECIPIENT from its
obligations under this Agreement. No amendments to this agreement will be granted ninety (90) days prior to
end date of this agreement.
The COUNTY may, in its discretion, amend this Agreement to conform with Federal, state or Iocal
governmental guidelines, policies and available funding amounts, or for other reasons. If such amendments
result in a change in the funding, the scope of services, or schedule of the activities to be undertaken as part of
this Agreement, such modifications will be incorporated only by written amendment signed by both Grantee
and SUBRECIPIENT.
Expiration of Agreement: If the SUBRECIPIENT does not complete the project within the time
period, the COUNTY Manager or designee may grant a cumulative time extension of no more than 180 days
and modify any subsequent project work plans to reflect the extension, The request must be submitted no later
than ninety (90)days prior to end date of this agreement.
E. INDEMNIFICATION
To the maximum extent permitted by Florida law, the SUBRECIPIENT shall indemnify and hold
harmless Collier County, its officers, agents and employees from any and all claims, liabilities,damages, losses,
costs, and causes of action which may arise out of an act, omission, including, but not limited to, reasonable
attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally
wrongful conduct of the SUBRECIPIENT or any of its agents, officers, servants, employees, contractors,
patrons, guests, clients, licensees, invitees, or any persons acting under the direction, control, or supervision of
the SUBRECIPIENT in the performance of this Agreement. This indemnification obligation shall not be
construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an
indemnified party or person described in this paragraph.The SUBRECIPIENT shall pay all claims and losses of
any nature whatsoever in connection therewith and shall defend all suits in the name of the COUNTY and shall
pay all costs (including attorney's fees) and judgments which may issue thereon. This Indemnification shall
survive the termination and/or expiration of this Agreement. This section does not pertain to any incident
arising from the sole negligence of Collier County. The foregoing indemnification shall not constitute a waiver
of sovereign immunity beyond the limits set forth in Section 768.28,Florida Statutes.
F. GRANTEE RECOGNITION/SPONSORSHIPS
The SUBRECIPIENT agrees that all notices, informational pamphlets, press releases, advertisements,
descriptions of the sponsorships of the Program, research reports and similar public notices prepared and
released by the SUBRECIPIENT for, on behalf of, and/or about the Program shall include the statement:
"FINANCED BY U.S.DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT
(HUD)AND COLLIER COUNTY HOUSING, HUMAN AND VETERAN SERVICES
DEPARTMENT"
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and shall appear in the same size letters or type as the name of the SUBRECIPIENT. This design concept is
intended to disseminate key information regarding the development team as well as Equal Housing Opportunity
to the general public. Construction signs shall comply with applicable COUNTY codes.
G. TERMINATION
In accordance with 24 CFR 85.43, the Grantee may suspend or terminate this Agreement if the
SUBRECIPIENT materially fails to comply with any terms of this Agreement, which include (but are not
limited to),the following:
I. Failure to comply with any of the rules, regulations or provisions referred to herein, or such
statutes, regulations, executive orders, and HUD guidelines, policies or directives as may
become applicable at any time;
2. Failure, for any reason, of the SUBRECIPIENT to fulfill in a timely and proper manner its
obligations under this Agreement;
3. Ineffective or improper use of funds provided under this Agreement;or
4. Submission by the SUBRECIPIENT to the Grantee reports that are incorrect or incomplete in
any material respect.
In accordance with 24 CFR 85.44, this Agreement may also be terminated for convenience by either the
Grantee or the SUBRECIPIENT, in whole or in part, 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, the Grantee determines that the remaining portion of the award will not accomplish the
purpose for which the award was made,the Grantee may terminate the award in its entirety.
VII. REVERSION OF ASSETS
In the event of a termination of this Agreement or upon expiration of the Agreement and in addition to
any and all other remedies available to the COUNTY (whether under this Agreement or at law or in equity) the
SUBRECIPIENT shall immediately transfer to the COUNTY any funds on hand at the time of termination (or
expiration) and any accounts receivable attributable to the use of CDBG funds. The COUNTY's receipt of any
funds on hand at the time of termination shall not waive the COUNTY's right(nor excuse SUBRECEIPIENT's
obligation) to recoup all or any portion of the funds, as the COUNTY may deem necessary.
Any real property under the SUBRECIPIENT's control that was acquired or improved in whole or in
part with CDBG funds (including CDBG funds provided to the SUBRECIPIENT in the form of a loan) in
excess of$25,000 as outlined in 24 CFR 570.505 must either:
a. Be used to meet one of the national objectives in 24 CFR 570.208 (formerly section 570.901) until
five (5) years after expiration of the term of this Agreement or for such longer period of time as
determined to be appropriate by the COUNTY and as memorialized by the COUNTY and the
SUBRECIPIENT in an amendment to this Agreement or such instrument as the COUNTY at its
discretion determines appropriate;or
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b. If not used in accordance with the above subsection (a) the SUBRECIPIENT shall pay to the
COUNTY an amount equal to the current market value of the property less any portion of the value
attributable to expenditures of non-CDBG funds for the acquisition of or improvements to, the
property.No payment is required after the period of time specified in subsection(a).
Title to equipment acquired by SUBRECIPIENT shall vest with the SUBRECIPIENT, subject to the
conditions outlined in 24 CFR 84.34..
Title to supplies and other expendable property shall vest with the SUBRECIPIENT upon acquisition
subject to the conditions outlined in 24 CFR 84.35.
VIII. INSURANCE
SUBRECIPIENT shall not commence any work and/or services pursuant to this Agreement until all
insurance required under this Section and outlined in Exhibit "A" has been obtained, and carried, at all times
during its performance.
IX. ADMINISTRATIVE REQUIREMENTS
A. EXAMINATION OF RECORDS
The SUBRECIPIENT shall maintain sufficient records in accordance with 24 CFR 570.502 and 570.506
to determine compliance with the requirements of this Agreement, the CDBG Program and all other applicable
laws and regulations.This documentation shall include,but not be limited to, the following;
B. DOCUMENTATION AND RECORDKEEPING
1. All records required by CDBG.
2. All reports, plans, surveys, information, documents, maps, books, records and other data
procedures developed, prepared, assembled, or completed by the SUBRECIPIENT for the
purpose of this Agreement shall be made available to the COUNTY by the SUBRECIPIENT at
any time upon request by the COUNTY or HHVS. Materials identified in the previous sentence
shall be in accordance with generally accepted accounting principles, procedures and practices,
which sufficiently and properly reflect all revenues and expenditures of funds provided directly
or indirectly by this Agreement, including matching funds and Program Income. These records
shall be maintained to the extent of such detail as will properly reflect all net costs, direct and
indirect labor, materials, equipment, supplies and services, and other costs and expenses of
whatever nature for which reimbursement is claimed under the provisions of this Agreement.
3. Upon completion of all work contemplated under this Agreement copies of all documents and
records relating to this Agreement shall be surrendered to HHVS if requested. In any event the
SUBRECIPIENT shall keep all documents and records in an orderly fashion in a readily
accessible, permanent and secured location for four (4) years after expiration of this Agreement
with the following exception; if any litigation, claim or audit is started before the expiration date
of the four (4) year period, the records will be maintained until all litigation, claim or audit
findings involving these records are resolved. The COUNTY shall be informed in writing if an
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agency ceases to exist after closeout of this Agreement of the address where the records are to be
kept as outlined in 24 CFR 85.42.
4. The SUBRECIPIENT shall maintain records showing compliance with the Davis-Bacon Law,
including files containing contractor payrolls,employee interviews, Davis-Bacon wage rates, and
administrative cross-referencing. SUBRECIPIENT shall maintain records showing contractor
compliance with the Contract Work .Flours and Work Safety Law. Similarly, the
SUBRECIPIENT shall maintain records showing compliance with federal purchasing
requirements and with other federal requirements for grant implementation.
5. The SUBRECIPIENT will be responsible for the creation and maintenance of income eligible
files on clients served and documentation that all households are eligible under HUD Income
Guidelines. The SUBRECIPIENT agrees that I-IHVS shall be the final arbiter on the
SUBRECIPIENT's compliance.
6. The SUBRECIPIENT shall document how the National Objective(s) as defined in 24 CFR
570.208 and the eligibility requirement(s) under which funding has been received, have been
met, These also include special requirements such as necessary and appropriate determinations
as defined in 24 CFR 570.209, income certification, and written Agreements with beneficiaries,
where applicable.
C. REPORTS AND EVALUATIONS (MONITORING)
Reimbursement may be contingent on the timely receipt of complete and accurate reports required by
this Agreement, and on the resolution of monitoring findings identified pursuant to this Agreement as deemed
necessary by the County Manager or designee.
During the term, SUBRECIPIENT shall submit quarterly progress reports to the COUNTY on the 151h
day of January, April, July and October respectively for the prior quarter period end. As part of the report
submitted in October, the SUBRECIPIENT also agrees to include, a comprehensive final report covering the
agreed-upon Program objectives, activities and expenditures and including, but not limited to,performance data
on client feedback with respect to the goals and objectives set forth in Exhibit "D". Exhibit "D" contains an
example reporting form to be used in fulfillment of this requirement. Other reporting requirements may be
required by the County Manager or their designee in the event of Program changes; the need for additional
information or documentation arises; and/or legislative amendments are enacted. Reports and/or requested
documentation not received by the due date shall be considered delinquent and may be cause for default and
termination of this Agreement.
During the term, SUBRECIPIENT shall submit an annual audit monitoring report (Exhibit E) to the
COUNTY no later than 180 days after the SUBRECIPIENT's fiscal year end.
The SUBRECIPIENT agrees that HHVS will carry out no less than one (1) annual on-site monitoring
visit and evaluation activities as determined necessary. At the COUNTY's discretion, a desk top review of the
activities may be conducted in lieu of an on-site visit. The continuation of this Agreement is dependent upon
satisfactory evaluations. The SUBRECIPIENT shall, upon the request of HHVS, submit information and status
reports required by HHVS or HUD to enable HHVS to evaluate said progress and to allow for completion of
reports required. The SUBRECIPIENT shall allow HHVS or HUD to monitor the SUBRECIPIENT on site.
knrnokalee Non-Profit Housing,Inc.
d/b/a
Immokalce Housing&Family Services
CDBG(CDS 13-03)
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Such site visits may be scheduled or unscheduled as determined by HHVS or HUD.
D. ADDITIONAL HOUSING, HUMAN AND VETERAN SERVICES, COUNTY, AND HUD
REQUIREMENTS
The SUBRECIPIENT agrees to utilize funds available under this Agreement to supplement rather than
supplant funds otherwise available for specified activities,
E. PURCHASING
All purchasing for services and goods, including capital equipment, shall be made by purchase order or
by a written contract and in confoiuiity with the thresholds of Collier County Purchasing Policy.
Purchasing Threshold Policy
Dollar Range($) Quotes
Under$3K 1 Written Quote
Above$3K to$10K 3 Written Quotes
Above$10K to$SOK 3 Written Quotes
Request for Proposal(RFP)
Above$50K Invitation for Bid (IFB)
F. AUDITS AND INSPECTIONS
At any time during normal business hours and as often as the COUNTY (and/or its representatives)may
deem necessary, the SUBRECIPIENT shall make available all records, documentation and any other data
relating to all matters covered by the Agreement for review, inspection or audit.
G. PROGRAM-GENERATED INCOME
Any "Program Income" (as such term is defined under applicable Federal regulations) gained from any
activity of the SUBRECIPIENT funded by CDBG funds shall be reported to the COUNTY, utilized by the
SUBRECIPIENT and shall be in compliance with 24 CFR 570.504(e)in the operation of the Program.
H. GRANT CLOSEOUT PROCEDURES
SUBRECIPIENT's obligation to the COUNTY shall not end until all closeout requirements are
completed. Activities during this closeout period shall include, but not be limited to: making final payments,
disposing of program assets (including the return of all unused materials, equipment, unspent cash advances,
program income balances, and receivable accounts to the COUNTY), and determining the custodianship of
records, In addition to the records retention outlined in Section X.13.3,the SUBRECIPIENT shall comply with
Section 119.021 Florida Statutes regarding records maintenance, preservation and retention.
lmmokalee Non-Profit Housing,Inc.
d/b/a
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X. OTHER PROGRAM REQUIREMENTS
A. OPPORTUNITIES FOR RESIDENTS AND CIVIL RIGHTS COMPLIANCE
The SUBRECIPIENT agrees that no person shall be excluded from the benefits of, or be subjected to,
discrimination under any activity carried out by the performance of this Agreement on the basis of race, color,
disability, national origin,religion,age, familial status, or sex. Upon receipt of evidence of such discrimination,
the COUNTY shall have the right to terminate this Agreement.
To the greatest extent feasible, lower-income residents of the project areas shall be given opportunities
for training and employment; and to the greatest feasible extent eligible business concerns located in or owned
in substantial part by persons residing in the project areas shall be awarded contracts in connection with the
project. The SUBRECIPIENT shall comply with Section 3 of the Housing and Community Development Act of
1968.
B. OPPORTUNITIES FOR SMALL AND MINORITY/WOMEN-OWNED BUSINESS
ENTERPRISES
The SUBRECIPIENT will use its best efforts to afford small businesses, minority business enterprises,
and women's business enterprises the maximum practicable opportunity to participate in the performance of this
contract. As used in this contract,the terms"small business"means a business that meets the criteria set forth in
section 3(a) of the Small Business Act, as amended (15 U.S.C. 632), and "minority and women's business
enterprise" means a business at least fifty-one(S 1)percent owned and controlled by minority group members or
women. For the purpose of this definition, "minority group members" are Afro-Americans, Spanish-speaking,
Spanish surnamed or Spanish-heritage Americans, Asian-Americans, and American Indians. The
SUBRECIPIENT may rely on written representations by businesses regarding their status as minority and
female business enterprises in lieu of an independent investigation.
C. PROGRAM BENEFICIARIES
At least fifty-one percent (51%) of the beneficiaries of a project funded through this Agreement must be
low- and moderate- income persons. If the project is located in an entitlement city, as defined by HUD, or
serves beneficiaries countywide, more than thirty percent(30%) of the beneficiaries directly assisted under this
Agreement must reside in unincorporated Collier County or in municipalities participating in the County's
Urban County Qualification Program.
D. AFFIRMATIVE ACTION PLAN
The SUBRECIPIENT agrees that it shall be committed to carry out pursuant to the COUNTY's
specifications an Affirmative Action Program in keeping with the principles as provided in President's
Executive Order 11246 of September 24, 1966, The COUNTY shall provide Affirmative Action guidelines to
the SUBRECIPIENT to assist in the formulation of such program. The SUBRECIPIENT shall submit a plan for
an Affirmative Action Program for approval prior to the award of funds.
Immokalee Non-Profit Housing,Inc.
d/b/a
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E. CONFLICT OF INTEREST
The SUBRECIPIENT covenants that no person under its employ who presently exercises any functions
or responsibilities in connection with the Project, has any personal financial interest, direct or indirect, in the
Project areas or any parcels therein, which would conflict in any manner or degree with the performance of this
Agreement and that no person having any conflict of interest shall be employed by or subcontracted by the
SUBRECIPIENT. The SUBRECIPIENT covenants that it will comply with all provisions of 24 CFR 570.611
"Conflict of Interest", and the State and County statutes, regulations, ordinance or resolutions governing
conflicts of interest. Any possible conflict of interest on the part of the SUBRECIPIENT or its employees shall
be disclosed in writing to HHVS provided, however, that this paragraph shall be interpreted in such a manner so
as not to unreasonably impede the statutory requirement that maximum opportunity be provided for
employment of and participation of low and moderate-income residents of the project target area.
XI. CONDITIONS FOR RELIGIOUS ORGANIZATIONS
CDBG funds may be used by religious organizations or on property owned by religious organizations
only in accordance with requirements set in Section 24 CFR 570.200(j). The SUBRECIPIENT shall comply
with First Amendment Church/State principles as follows:
a. It will not discriminate against any employee or applicant for employment on the basis of religion
and will not limit employment or give preference in employment to persons on the basis of religion
b. It will not discriminate against any person applying for public services on the basis of religion and
will not limit such services or give preference to persons on the basis of religion
e. It will retain its independence from Federal, State and local governments and may continue to carry
out its mission, including the definition,practice and expression of its religious beliefs,provided that
it does not use direct CDBG funds to support any inherently religious activities, such as worship,
religious instruction or proselytizing
d. The funds shall not be used for the acquisition, construction or rehabilitation of structures to the
extent that those structures are used for inherently religious activities. Where a structure is used for
both eligible and inherently religious activities, CDBG funds may not exceed the cost of those
portions of the acquisition, construction or rehabilitation that are attributable to eligible activities in
accordance with the cost accounting requirements applicable to CDBG funds in this part.
Sanctuaries, chapels, or other rooms that a CDBG funded religious congregation uses as its principal
place of worship, however,are ineligible for CDBG funded improvements.
XII. SEVERABILITY
Should any provision of the Agreement be determined to be unenforceable or invalid, such a
determination shall not affect the validity or enforceability of any other section or part thereof.
(Signature Page to Follow)
lmmokalee Non-Profit Housing,Inc.
d/b/a.
Immokalee Housing&Family Services
COI3G(CICS 13-03)
Timber Ridge(Carl J.Kuehner)Community Center UpgradesPage 12 of 27
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IN WITNESS WHEREOF, the Sub recipient and the County, have each, respectively,by an authorized person
or agent, hereunder set their hands and seals on this 14th day of May,2013.
ATTEST ';: . . - BOARD OF CC/ TINTY OMMI TONERS OF
DWIGHT,E.BR(r.k,CLERK COLLIER CO T,d, F ORID
'71),„.'caii. rte, By: j
A es GEORGIAT; '' 7 R,ESQ.,CHAIRWOMAN
signature only.
Dated:(S304 3:4 3
EAL)
IMMOKALEE NON-PROFIT HOUSING, INC.
d/b/a IMMOKALEE HOUSING &FAMILY SERVICES
411-"\,.-4-6-47)-4/*---
By: v-
usan M. Golden
.r , GC)1 Ck.
Susan M. Golden, Executive Director
Approved as to form and legal sufficiency:
Je B. White,Assistant County Attorney ,I .�
t t`
L�
Immokalee Non-Profit Housing,Inc.
d/b/a
Immokalee Housing&Family Services
CDBG(CDS 13-03)
Timber Ridge(Carl J. Kuehner)Community Center UpgradesPage 13 of 27
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EXHIBIT"A"
INSURANCE REQUIREMENTS
The SUBRECIPIENT shall furnish to Collier County, c/o Housing, Human and Veteran Services
Department, 3339 E. Tamiami Trail, Suite 211, Naples, Florida 34112, Certificate(s) of Insurance evidencing
insurance coverage that meets the requirements as outlined below:
l. Workers' Compensation as required by Chapter 440,Florida Statutes.
2. Commercial General Liability including products and completed operations insurance in the
amount of$1,000,000 per occurrence and $2,000,000 aggregate. Collier County must be shown
as an additional insured with respect to this coverage.
3. Automobile Liability Insurance covering all owned, non-owned and hired vehicles used in
connection with this contract in an amount not less than $1,000,000 combined single limit for
combined Bodily Injury and Property Damage. Collier County shall be named as an additional
insured.
DESIGN STAGE(IF APPLICABLE)
In addition to the insurance required in 1 — 3 above, a Certificate of Insurance must be provided as
follows:
4. Professional Liability Insurance in the name of the SUBRECIPIENT or the licensed design
professional employed by the SUBRECIPIENT in an amount not less than $1,000,000 per
occurrence/$1,000,000 aggregate providing for all sums which the SUBRECIPIENT and/or the
design professional shall become legally obligated to pay as damages for claims arising out of
the services performed by the SUBRECIPIENT or any person employed by the
SUBRECIPIENT in connection with this contract. This insurance shall be maintained for a
period of two (2) years after the certificate of Occupancy is issued, Collier County shall be
named as an additional insured.
CONSTRUCTION PHASE(IF APPLICABLE)
In addition to the insurance required in 1 — 4 above, the SUBRECIPEINT shall provide or cause its
Subcontractors to provide original certificates indicating the following types of insurance coverage prior to any
construction:
5. Completed Value Builder's Risk Insurance on an "All Risk"basis in an amount not less than one
hundred (100%) percent of the insurable value of the building(s)or structure(s). The policy shall
be in the name of Collier County and the SUBRECIPIENT.
Immokalee Non-Profit Housing,Inc.
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6. In accordance with the requirements of the Flood Disaster Protection Act of 1973 (42 U.S.C.
4001), the Subrecipient 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).
OPERATION/MANAGEMENT PHASE(IF APPLICABLE)
After the Construction Phase is completed and occupancy begins, the following insurance must be kept
in force throughout the duration of the loan and/or contract:
7. Workers' Compensation as required by Chapter 440,Florida Statutes.
8. Commercial General Liability including products and completed operations insurance in the
amount of$1,000,000 per occurrence and $2,000,000 aggregate. Collier County must be shown
as an additional insured with respect to this coverage.
9. Automobile Liability Insurance covering all owned, non-owned and hired vehicles used in
connection with this contract in an amount not less that $1,000,000 combined single limit for
combined Bodily Injury and Property Damage. Collier County as an additional insured.
10. Property Insurance coverage on an "All Risk" basis in an amount not less than one hundred
(100%) of the replacement cost of the property. Collier County must be shown as a Loss payee
with respect to this coverage A.T.LM.A.
11. Flood Insurance coverage for those properties found to be within a flood hazard zone for the full
replacement values of the structure(s) or the maximum amount of coverage available through the
National Flood Insurance Program (NTIP). The policy must show Collier County as a Loss
Payee A.T.I.M.A.
Immokalee Non-Profit Housing,Inc.
d/b/a
Immokalee Housing&Family Services
CDBG(CDS 13-03)
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EXHIBIT "B"
COLLIER COUNTY HOUSING,HUMAN AND VETERAN SERVICES
REQUEST FOR PAYMENT
SECTION I: REQUEST FOR PAYMENT
Sub recipient Name: Immokalee Non-Profit Housing, Inc. d/b/a Immokalee Housing&Family
Services
Sub recipient Address: 2449 Sander Pines Circle,Immokalee,FL 34142
Project Name: Timber Ridge(Carl J.Kuehner)Community Center Upgrades
Project No: CDS 13-03 Payment Request
Dollar Amount Requested: $
SECTION II: STATUS OF FUNDS
1. Grant Amount Awarded
$ 18,250
2. Sum of Past Claims Paid on this Account
3. Total Grant Amount Awarded Less Sum
Of Past Claims Paid on this Account $
4. Amount of Previous Unpaid Requests
5. Amount of Today's Request
6. Current Grant Balance (Initial Grant Amount Awarded
Less Sum of all requests) $
I certify that this request for payment has been drawn in accordance with the terms and conditions of the
Agreement between the COUNTY and us, as the SUBRECIPIENT. I also certify that the amount of the
Request for Payment is not in excess of current needs.
Signature Date
Title
Authorizing Grant Coordinator
Supervisor (approval authority under$14,999)
Dept Director (approval required$15,000 and above)
Immokaiee Non-Profit Housing,Inc.
d/b/a
Immokalee I lousing&Family Services
CDBG(COS 13-03)
Timber Ridge(Carl 3,Kuehner)Community Center UpgradesPage 16 of 27
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EXHIBIT"C"
RELEASE AND AFFIDAVIT FORM
CONSTRUCTION ONLY
The SUBRECIP1ENT certifies for itself and its contractors that all charges for labor, materials, supplies,
lands, licenses and other expenses for which COUNTY might be sued or for which a lien or a demand against
any payment bond might be filed, have been satisfied and paid. This document is in compliance with Florida
Statutes Chapter 713,02 Part 1 —Waiver or Release of Liens
This Release and Affidavit is given in connection with the SUBRECIPIENT's (monthly/final) Request
for Payment.
Imrnokalee Non-Profit Housi g, Inc. d/b/a
Immokalee Housing&Family Services
Witness: BY:
BY: ITS: Executive Director
DATE:
Print name and title
STATE OF
COUNTY OF
The foregoing instrument was acknowledged before me this day of , 20_, by
as of
A Choose Not-For-Profit, or Corporation or Municipality on behalf of
Choose Not-For-Profit, Corporation or Municipality . IIe/She is personally known to me OR has
produced as identification and who did (did not)take an oath.
My Commission Expires:
(Signature)
Name:
(Legibly Printed)
(AFFIX OFFICIAL SEAL) Notary Public, State of:
Commission No.:
Immokalee Non-Profit Housing,Inc.
d/b/a
Irnmokalee Housing&Family Services
CDBC(CDS 13-03)
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EXHIBIT"Tr
QUARTERLY PROGRESS REPORT
Sub-recipients:Please fill in the following shaded areas of the report
,.
Eninokalee , -
-;" -
Pm' • ' ' !„.3.,;
„: _•
Immokalee Housing&Family
•• • ,
Agency Name: ' ' ' - " , . Date: MVW-Tr.,W4g51CN
, „ ,g,i,%•,.; • t , 14.
' "- '1"=`=•-:2- ff•.• -•••=.-1•.:',`.=,''. 4-• ▪ .
Project Title:Title: Timbcr Ridge(Carl J.Kuehner CommuoityCeriterijpgradW
-
Alternate
Program Contact: Susan M.Golden : Contact: 9,464ilt..m....4a4R-.4.,;,5
Telephone Number (230)6574333 • ".‘"sflii.0.74:42-Vii1i*.ff,.„4:34t1;T!
'REPORT FOR QUARTER ENDING:(check one that applies to the
corresponding grant period): 07/31/13 110:3 10/31/13 0
Please take note: Each quarterly report needs to include cumulative data beginning from the start of the agreement date of May 14,2013.
Please list the outcome goal(s)from your approved application&sub-recipient agreement and Indicate your progress in meeting those
1. goals since April 23 ,2013.
A.Outcome Goals: list the outcome goal(s)from your approved application&subrecipient agreement.
,
OISCRTP1;Target a minimum of 300 individuals who beh&fiti(rorn.this activity -' .
Outcome
agreement„,,
Outcome3 Order playground equipment Mailboxes
Outcome 4 Order/Purchase replacement afelitrig**31141q,2013 -
Outcome„.„P!
optcproe
" Install!9y!PrP0nt and :44-4.4q40
04iC9ni.e Oleliat 004 ftfftiqtIdf,atiarAt0*TagltttN„ttt
VOM.4•====,—;›,0=s'Y
= • te-40.V4thilfgrA:4WIttgilaAM.%.9:VarkVof-t0t77100,1"*P_Th, -"Me0Atr.4.=
• = ';:<4.sp
507”,
Z.5,",?; 4i?fi' „ ,.?.41-*- 1%,,I• ,SA:;;,,,•,A1,,''44t 4e.
syx.„, vitoo; -coe-
1!,
13.Goal progress:Indicate the progress to date in meeting each outcome goal.
Outcome 1
. •
'!....-'21.:',i...":za4N=544-- .4k01.,ItZ'OMT441*:41:1*.:Pter'7404V4400;VPI- s*/#0trs'r
•-
• ;:„
• • . . c: :•'.,:'--. ...:,-,%IN§.',Mv:..N,p,.,---WKATia:AW-NAr--WfOW'sig•itc-,vg.7. :4*.Ak,Y4m-.ykit,41,ffwe.0.'s4;.-.. -0-4--IXft,*
-"Y
..:7;:s1;fi:WARV•eigOtarii,Z*/*-7-4-. ..tritittieee4RV-Vi-Neigi:CFPgil:VtipgyAtRilat,"0)-,
' •
— • ,
,
Immokalee Non-Profit Housing,Inc,
d/b/a
Immokalee Housing&Family Services
CDBG(CDS 13-03)
limber Ridge(Carl J.Kuehner)Community Center UpgradesPage 18 of 27
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Is this project still In compliance with the original project schedule?If more than 2 months behind schedule,must submit a new timeline
2. for approval.
rt.
Yes No
If no,explain;
$ �7
r _ e
_ .. -.. .:. _ 3 .. ,_.4;-;_.—,. .k,a. ._ ..._..__. � .._.:.a:..r... .._t.7-e,,.-,Y-.—�J�•„F--.�.._�: � ._'S':J�.... ax ,....t.,. — .-.�.s.a.t?'':
3. Since May 14,2013,of the persons assisted,how many....
a. ...now have new access(continuing)to this service or benefit?
b. ...now has improved access to this service or benefit? j
ass".
c. .,.now receive a service or benefit that is no longer substandard?
TOTAL: 0
4. What funding sources are applied for this period/program year?
Section 108 Loan GuaranteeHOPWA
�xrr?
s �
"' }' Rel p
Other Consolidated Plan Funds f` CDBG
Q
Other Federal Funds r t 4 ',W . ESG .S ,fi, 44s a�A k
State/Local Funds a HOME
Total
$ Entitlement $
Total Other Funds - Funds
Immokalce Non-Profit Housing,Inc.
d/b/a
Immokalee Housing&Family Services
CDBG(CDS 13-03)
Timber Ridge(Carl J.Kuchner)Community Center UpgradesPage 19 of 27
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EXHIBIT"D"
QUARTERLY PROGRESS REPORT
S. What Is the total number of UNDUPLICATED clients served this quarter,If applicable?
a, Total No,of adult females served Taal No.of females served ruder 18:
b. Total No.of adult males served: 0.,.`s'Total No of males served under 18;
TOTAL: 0 TOTAL: 0
c- Total No,of families served: "�,:<p.?,Y'Total No of female head of household
6. What What Is the total number of UNDUPLICATED clients served since October,if applicable?
ss nom;.; ` .
a. Total number of adult females served. M 1,Qw r"Total number of females served under 18: tin.fitlq
b. Total number of adull males served. _._D : Tolelnumber of malas served under 18;
TOTAL: 0 TOTAL: Q
c. Total No,of families served: 0 t Total No,of female heed of househod:
Complete EITHER question#7 OR#6.Complete question Ar if you program pay serves clients In one or more of Bre listed HUD Presumed
Benefit categories.Complete question ty8 1 any client in your program does not fall into a Presumed Benefit category.
DO NOT COMPLETE BOTH QUESTION 7 AND a.
7. PRESUMED BENEFICIARY DATA 1 B. OTHER BENEFICIARY DATA:INCO ME RANGE
Indicate the total number of UI1QUPLM`ATEO
persons served since October 1 who fall into Indicate the total number of)JNDapersons
each presumed benefit category(the iota: served since October 1 who falll Into into each income
should squat the total in question 06): category(the total should equal the fatal in question#a):
Report ee: Report as:
r 0 Abused Children :,-`Q:`.Extremely low Income(0-30%)
0. -Homeless Parson D.'v.Lav Income(31.50%)
o Battered Spouses kmome(51-80%)
0 +>Persons WI HVINDS D Above Moderate Income(>80%)
Q, Elderly Persons
Veterans
D
Chronically!Mentally Pt
D ,Physically Disabled Adults
Other Youth
TOTAL: 0 TOTAL: 0
9. Racial&Ethnic Data: J(ifapphcabie) ..
Please indicate how many UNDUPLICATED clients served since October fall Into each race category.in addition
to each race category,please Indicate how many persons In each race category consider themselves Hispanic
(Total Race column should equal the total cell).
RACE ETHNICITY
While _ _;of whom,how many are Hispanic?
8hckFArican American rilrir0t:a; `,Q,t;of wham,how many are l#spartic?
Astan "0 'D,-',of whom.how many aro Hispanic?
American hc5aWAlaska 1�`ative D 0,;;or whom.how many ere 1-Sspanc?
Native HawalianfOthor Pacific islander 'v D 0 ;of whom how many are hfisparric?
American hdiantAaskan Native&White 0 r^' ;i:19-..'.?;of whom,how many are Hispanc?
Black/AJrtcan American 8,White O.x t) ;of whom,how many are Hispanic?
An,IndiardAaska Native&BlecklArican Am 0 ;x; -0 ;of whom,how marry are Hispanic?
Other Mall-racial 0 `, d. ;of whom,how many are Hispanic?
Other 0 ,, 0. ;of whom,how many are Hispanic?
TOTAL: 0 0 TOTAL HISPANIC
Name. Signature:
Your typed name here represents you elecironc
Title signature
Irnrnokalee son-Profit blousing,Inc.
d/h/a
Immokalce Housing&Family Services
CDBG(CDS 13.03)
Timber Ridge(Carl J.Kuchner)Community Center UJpgradesPage 20 of 27
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EXHIBIT"E"
ANNUAL AUDIT MONITORING REPORT
I OMB Circular A-133 Audits of States, Local Governments, and Non-Profit Organizations requires the Collier
County Housing, Human and Veterans Services Department to monitor our sub recipients of federal awards
and determine whether they have met the audit requirements of the circular and whether they are in
compliance with federal laws and regulations. Accordingly, we are requiring that you check one of the
following, provide all appropriate documentation regarding your organization's compliance with the audit
requirements, sign and date this form.
Sub recipient Fiscal Year
Name Period
I Total State Financial Assistance Expended during
I most recently completed Fiscal Year
Total Federal Financial Assistance Expended during most
recently completed Fiscal Year
Check Appropriate Boxes
We have exceeded the$500,000 federal/state expenditure threshold for our fiscal year ending
❑ as indicated above and have completed our Circular A-133 audit. A copy of the audit report
and management letter is attached.
We exceeded the $500,000 federal/state expenditure threshold for our fiscal year ending as
❑ indicated above and expect to complete our Circular A-133 audit by . Within
30 days of completion of the A-133 audit, we will provide a copy of the audit report and
management letter.
We are not subject to the requirements of OMB Circular A-133 because we:
❑ Did not exceed the $500,000 federal/state expenditure threshold for the fiscal year
indicated above
❑ Are a for-profit organization
❑ Are exempt for other reasons—explain
An audited financial statement is attached and if applicable, the independent auditor's
management letter,
If findin+s were noted, please enclose a co• of the res.onses and corrective action •Ian.)
Certification Statement
I hereby certify that the above information is true and accurate.
Signature Date
Print Name and Title
Immokalee Non-Profit Housing,Inc.
d/b/a
Immokalee Housing&Family Services
CDBG(CDS 13-03)
Timber Ridge(Carl J.Kuchner)Community Center UpgradesPage 21 of 27
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EXHIBIT"F"
LOCAL AND FEDERAL RULES,REGULATIONS AND LAWS
1. 24 CFR 570, as amended - The regulations governing the expenditure of Community Development Block
Grant (CDBG)funds.
2. 24 CFR 58 -The regulations prescribing the Environmental Review procedure.
3. Section 104(b) and Section 109 of Title I of the Housing and Community Development Act of 1974 as
amended
4. Title VI of the Civil Rights Act of 1964 as amended,Title VIII of the Civil Rights Act of 1968 as amended
5. 24 CFR 570.601 Subpart K - The regulations issued pursuant to Executive Order 11063 which prohibits
discrimination and promotes equal opportunity in housing.
6. Executive Order 11246 ("Equal Employment Opportunity"), as amended by Executive Orders 11375 and
12086 - which establishes hiring goals for minorities and women on projects assisted with federal funds and
as supplemented in Department of Labor regulations.
7. Title VII of the 1968 Civil Rights Act as amended by the Equal Employment Opportunity Act of 1972,42
USC § 2000e, et. seq. The SUBRECIPIINT will, in all solicitations or advertisements for employees placed
by or on behalf of the SUBRECIPIENT,state that it is an Equal Opportunity or Affirmative Action
employer.
8. 24 CFR 135—Regulations outlining requirements of Section 3 of the Housing and Urban Development Act
of 1968, as amended. Compliance with the provisions of Section 3 of the HUD Act of 1968, as amended,
and as implemented by the regulations set forth in 24 CFR 135, and all applicable rules and orders issued
hereunder prior to the execution of this contract, shall be a condition of the Federal financial assistance
provided under this contract and binding upon the COUNTY, the SUBRECIPIENT and any of the
SUBRECIPIENT's Sub-recipients and subcontractors. Failure to fulfill these requirements shall subject the
COUNTY, the SUBRECIPIENT and any of the SUBRECIPIENT's Sub-recipients and subcontractors, their
successors and assigns, to those sanctions specified by the Agreement through which Federal assistance is
provided. The SUBRECIPIENT certifies and agrees that no contractual or other disability exists that would
prevent compliance with these requirements.
The SUBI.EC1PIENT further agrees to comply with these "Section 3" requirements and to include the
following language in all subcontracts executed under this Agreement:
"The work to be performed under this Agreement is a project assisted under a program
providing direct Federal financial assistance from HUD and is subject to the
requirements of Section 3 of the Housing and Urban Development Act of 1968, as
amended (12 U.S.C. 1701). Section 3 requires that to the greatest extent feasible
opportunities for training and employment be given to low- and very low-income
residents of the project area, and that contracts for work in connection with the project
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be awarded to business concerns that provide economic opportunities for low- and very
low-income persons residing in the metropolitan area in which the project is located."
The SUBRECIP1ENT further agrees to ensure that opportunities for training and employment arising in
connection with a housing rehabilitation (including reduction and abatement of lead-based paint
hazards), housing construction, or other public construction project are given to low- and very low-
income persons residing within the metropolitan area in which the CDBG-funded project is located;
where feasible, priority should be given to low- and very low-income persons within the service area of
the project or the neighborhood in which the project is located, and to low- and very low-income
participants in other HUD programs; and award contracts for work undertaken in connection with a
housing rehabilitation (including reduction and abatement of lead-based paint hazards), housing
construction, or other public construction project to business concerns that provide economic
opportunities for low- and very low-income persons residing within the metropolitan area in which the
CDBG-funded project is Iocated; where feasible, priority should be given to business concerns that
provide economic opportunities to low- and very low-income residents within the service area or the
neighborhood in which the project is located, and to low- and very low-income participants in other
HUD programs.
The SUBRECIPIENT certifies and agrees that no contractual or other legal incapacity exists that would
prevent compliance with these requirements.
9. Age Discrimination Act of 1975, Executive Order 11063, and Executive Order 11246 as amended by
Executive Orders 11375, 11478, 12107 and 12086.
10. Contract Work Hours and Safety Standards Act,40 USC 327-332.
11. Section 504 of the Rehabilitation Act of 1973,29 USC 776(b)(5),24 CFR 570.614 Subpart K.
12. The Americans with Disabilities Act of 1990
13. Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended.
14. 29 CFR Parts 3 and 5 - Regulations which prescribe the payment of prevailing wages and the use of
apprentices and trainees on federally assisted projects as mandated by the Davis-Bacon Act. HUD Form
4010 must be included in all construction contracts funded by CDBG. (See 42 USC 276a and 24 CFR
135.11(c)).
15. Executive Order 11914 - Prohibits discrimination with respect to the handicapped in federally assisted
projects.
16. Executive Order 11625 and U.S. Department of Housing and Urban Development Circular Letter 79-45 -
which prescribes goal percentages for participation of minority businesses in Community Development
Block Grant Contracts.
17. The SUBRECIPIENT agrees to comply with the non-discrimination in employment and contracting
opportunities laws,regulations, and executive orders referenced in 24 CFR 570,607, as revised by Executive
Order 13279, The applicable non-discrimination provisions in Section 109 of the HCDA are still applicable.
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18. Public Law 100-430 -the Fair Housing Amendments Act of 1988.
19. 24 CFR 84 - Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher
Education,Hospitals and Other Non-Profit Organizations and specified by the following subsections:
• Subpart A—General;
• Subpart B—Pre-Award Requirements, except for 84.I2,Forms for Applying for Federal Assistance;
• Subpart C—Post-Award Requirements,except for:
o Section 84.22, Payment Requirements- Grantees shall follow the standards of 85.20(b)(7)
and 85.21 in making payments to SUBRECIPIENTs;
o Section 84.23, Cost Sharing and Matching;
o Section 84.24, Program Income — in lieu of 84.24 CDBG SUBRECIPIENTs shall follow
570.504;
o Section 84.25,Revision of Budget and Program Plans;
o Section 84.32, Real Property — In lieu of 84.32, CDBG SUBRECIPIENTs shall follow
570.505;
o Section 84.34(g), Equipment—In lieu of the disposition provisions of 84,34(g) the following
applies:
• In all cases in which equipment is sold, the proceeds shall be program income (pro-
rated to reflect the extent to which CDBG funds were used to acquire the equipment);
and
• Equipment not needed by the SUBRECIPIENT for CDBG activities shall be
transferred to the recipient for the CDBG program or shall be retained after
compensating the recipient;
o Section 84.35, Supplies and other Expendable Property
o Section 84.51(b), (c),(d),(e), (0 and(h), Monitoring and Reporting Program Performance;
o Section 84.52, Financial Reporting;
o Section 84.53(b), Retention and Access Requirements for Records. Section 84.53(b) applies
with the following exceptions:
• The retention period referenced in 84.53(b) pertaining to individual CDBG activities
shall be four years;and
• The retention period starts from the date of submission of the annual performance and
evaluation report, as prescribed in 24 CFR 91.520, in which the specific activity is
reported on for the final time rather than from the date of submission of the final
expenditure report for the award;
o Section 84.61, Termination - In lieu of the provisions of 84.61, CDBG SUBRECIPIENTs
shall comply with 570.503(b)(7); and
• Subpart D—After-the-Award Requirements—except for 84.71, Closeout Procedures
20. 24 CFR 85 -Administrative Requirements for Grants and Agreements to State and Local Governments shall
be followed for sub recipients that are governmental entities.
21. Immigration Reform and Control Act of 1986 as located at 8 USC 1324, et seq. and regulations relating
thereto. Failure by the SUBRECIPIENT to comply with the laws referenced herein shall constitute a breach
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of this agreement, and the County shall have the discretion to unilaterally terminate this agreement
immediately.
22. Prohibition Of Gifts To County Employees -No organization or individual shall offer or give, either directly
or indirectly,any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in
Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and
County Administrative Procedure 5311.
23. Order of Precedence - In the event of any conflict between or among the terms of any of the Contract
Documents, the terms of the Agreement shall take precedence over the terms of all other Contract
Documents, except the terms of any Supplemental Conditions shall take precedence over the Agreement. To
the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the
Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more
strict or costly obligation under the Contract Documents upon the Contractor at Owner's discretion.
24. Dispute Resolution - Prior to the initiation of any action or proceeding permitted by this Agreement to
resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes
by negotiation. Any situations when negotiations, litigation and/or mediation shall be attended by
representatives of SUBRECIPIENT with full decision-making authority and by COUNTY'S staff person
who would make the presentation of any settlement reached during negotiations to COUNTY for approval.
Failing resolution, and prior to the commencement of depositions in any litigation between the parties
arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an
agreed-upon Circuit Court Mediator certified by the State of Florida. Should either party fail to submit to
mediation as required hereunder, the other party may obtain a court order requiring mediation under §
44.102, Florida Statutes. The litigation arising out of this Agreement shall be Collier County, Florida, if in
state court and the US District Court, 20th Judicial Court of Florida, if in federal court. BY ENTERING
INTO THIS AGREEMENT, COLLIER COUNTY AND THE SUBRECIPIENT EXPRESSLY WAIVE
ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION
RELATED TO, OR ARISING OUT OF, THIS AGREEMENT.
25. The SUBRECIPIENT agrees to comply with the following requirements:
a. Clean Air Act,41 USC 7401, et seq.
b. Federal Water Pollution Control Act, 33 USC 1251, et seq., as amended.
26. In accordance with the requirements of the Flood Disaster Protection Act of 1973 (42 USC 4002 and 24
CFR 570.605 Subpart K), the SUBRECIPIENT shall assure that for activities located in an area identified
by FEMA as having special flood hazards, flood insurance under the National Flood Insurance Program is
obtained and maintained. If appropriate, a letter of map amendment(LOMA)may be obtained from FEMA,
which would satisfy this requirement and/or reduce the cost of said flood insurance,
27. The SUBRECIPIENT agrees that any construction or rehabilitation of residential structures with assistance
provided under this contract shall be subject to HUD Lead-Based Paint Poisoning Prevention Act found at
24 CFR 570.605, Subpart K.
28. The SUBRECIPIENT agrees to comply with the Historic Preservation requirements set forth in the National
Historic Preservation Act of 1966, as amended (16 U.S.C. 470) and the procedures set forth in 36 CFR Part
800, Advisory Council on Historic Preservation Procedures for Protection of Historic Properties, insofar as
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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.
29. The SUBRECIPIENT must certify that it will provide drug-free workplaces in accordance with the Drug-
Free Workplace Act of 1988 (41 USC 701),
30. The SUBR.ECIPIENT certifies that neither it, nor its principals, is presently debarred,suspended, proposed
for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any
Federal Department or agency; and, that the SUBRECIPIENT shall not knowingly enter into any tower tier
contract, or other covered transaction, with a person who is similarly debarred or suspended from
participating in this covered transaction as outlined in 24 CFR 570,609, Subpart K.
31. The SUBRECIPIENT agrees to comply with the following OMB Circulars whichever is applicable, and
agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal
controls, and maintain necessary source documentation for all costs incurred.
States,local governments, and Indian Tribes follow:
• A-87 for Cost Principles
• A-102 for Administrative Requirements
Educational Institutions (even ifpart of a State or local government) follow:
• A-21 for Cost Principles
• A-110 for Administrative Requirements
Non-Profit Organizations follow:
• A-122 for Cost Principles
• A-110 for Administrative Requirements
32. Audits shall be conducted annually and shall be submitted to the COUNTY one hundred eighty (180) days
after the end of the SUBRECIPIENT's fiscal year. The SUBRECIPIENT shall comply with the
requirements and standards of OMB A-]33, Audits of States, Local Governments, and Non-Profit
Organizations. If this Agreement is closed out prior to the receipt of an audit report, the COUNTY reserves
the right to recover any disallowed costs identified in an audit after such closeout.
33. Any real property acquired by the SUBRECIPIENT for the purpose of carrying on the projects stated
herein, and approved by the COUNTY in accordance with the Uniform Relocation Assistance and Real
Property Acquisition Policies Act of 1970 and 49 CFR 24.101, shalt be subject to the provisions of CDBG
including, but not limited to, the provisions on use and disposition of property. Any real property within the
SUBRECIPIENT control, which is acquired or improved in whole or part with CDBG funds in excess of
S25,000, must adhere to the CDBG Regulations at 24 CFR 570,505.
34. As provided in § 287,133, Florida Statutes by entering into this Agreement or performing any work in
furtherance hereof, the SUBRFCIPIENT certifies that it, its affiliates, suppliers, subcontractors and
consultants who will perform hereunder, have not been placed on the convicted vendor list maintained by
the State of Florida Department of Management Services within the 36 months immediately preceding the
date hereof. This notice is required by § 287.133 (3) (a),Florida Statutes,
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35. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, 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, the undersigned shall complete and submit
Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions.
The undersigned shall require that the language of this certification be included in the award documents
for all sub-awards at all tiers (including subcontracts, sub-grants, contracts under grants, loans, and
cooperative agreements) and that all SUBRECIPIENTS shall certify and disclose accordingly.
36. Travel reimbursement will be based on the U.S. General Services Administration(GSA)per diem rates in
effect at the time of travel.
37. Any rule or regulation determined to be applicable by HUD.
38. Florida Statutes 713.20, Part 1, Construction Liens
39. Florida Statutes, 119.021 Records Retention
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DECLARATION OF RESTRICTIVE COVENANTS
This Declaration of Restrictive Covenants, hereinafter referred to as Declaration, is made and
entered into on the ,..1(1, day of G(�r ) -- , 2014, by IMMOKALEE NON-PROFIT
HOUSING, INC. d/b/a IMMOKALEE HOUSING & FAMILY SERVICES, hereinafter referred to
as "IHFS" in favor and for the benefit of Collier County, a political subdivision of the State of
Florida, hereinafter referred to as"COUNTY" for property legally described as:
Lot 44 of Timber Ridge -Unit Two, according to the plat thereof recorded
in Plat Book 4, Pages 40-41, of the Public Records of Collier County,
Florida.
hereinafter referred to as "Property".
INSTR 5111989 OR 5143 PG 1135
RECORDED 4/22/2015 3:39 PM PAGES 3
Parcel Number 76850001801 DWIGHT E.BROCK,CLERK OF THE CIRCUIT COURT
COLLIER COUNTY FLORIDA
REC$27.00
WITNESSETH:
1. IHFS agrees to all requirements of the Community Development Block Grant (CDBG)
Program in acceptance of CDBG funding from COUNTY for rehabilitation upgrades to
the Timber Ridge Community Center, located at 2726 Wilton Court, Immokalee, Fl
�.• 34142, and the terms of the Agreement between Collier County and IHFS, dated May
14, 2013, as it may be modified.
2. IHFS, its successors or assigns, shall use Property to meet one of the CDBG National
Objectives for a period of five (5) years commencing on the date of initially meeting one
of the National Objectives in accordance with 24 CFR 570.505 (the "Term"). Collier
County's Community and Human Services Department must approve all changes in use
of the Property in accordance with CDBG revisions of assets set forth in 24 CFR
570.503 (b)(7).
3. In the event IHFS fails to use Property for the purposes set forth herein expressly or by
reference, IHFS agrees to transfer the ownership of the property to County or dispose of
the property in compliance with 24 CFR 570.505, CDBG use requirements, in an amount
equal to the fair market value of the property less any portion of the value attributable to
expenditures of non-CDBG funds for the acquisition of, or improvement to, the property.
4. IHFS agrees to maintain Property in compliance with local codes and in a safe, decent
and sanitary condition, which shall include repairs and maintenance duties to the
Property to extend the life of the dwelling. Further, IHFS agrees to comply with all focal,
State and Federal requirements specific to funding sources attached to this property as
instructed by the Collier County Community and Human Services Department.
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5. The County may approve such action as may be necessary to allow the transfer,
-w` conveyance, assignment, leasing, mortgaging or encumbering of the Property or to
accomplish the acts described above.
6. This Declaration of Restrictive Covenants set forth herein regulating and restricting the
use and occupancy of the Property (i) shall be and are covenants running with the
Property, encumbering the Property for the term of this Declaration, and binding, upon
the Recipient's successors in title and all subsequent owners of the Property, (ii) are not
merely personal covenants of the Recipient, and (iii) shall bind the Recipient and its
respective successors and assigns during the term of this Declaration. All approvals
shall be in writing and approved by the Collier County Board of County Commissioners.
7. Any and all requirements of the laws of the State of Florida to be satisfied in order for the
provisions of this Declaration to constitute deed restrictions and covenants running with
the land shall be deemed to be satisfied in full, and that any requirements or privileges of
estate are intended to be satisfied, or in the alternate, that an equitable servitude has
been created to ensure that these restrictions run with the land.
8. The invalidity of any clause, part or provision of this Declaration and Restrictive
Covenants shall not affect the validity of the remaining portions thereof.
9. Collier County shall have the right to enforce the terms, provisions and restrictions of this
Declaration of Restrictive Covenants for five (5) year in compliance with the May 14,
2013 CDBG Grant Agreement and 24 CFR 570, et. seq. Any forbearance on behalf of
Collier County to exercise its right of enforcement hereunder shall not be deemed or
construed to be a waiver of either of their rights hereunder.
For the term of this Declaration, each and every contract, deed, or other instrument hereafter
executed conveying the property or portion thereof shall expressly provide that such
conveyance is subject to this Declaration, provided, however, that these covenants contained
herein shall survive and be effective regardless of whether such contracts, deed or other
instrument conveyance is subject to this Declaration.
Upon expiration of the period during which IHFS is obligated to operate the Property in
accordance with the May 14, 2013 CDBG Grant Agreement and 24 CFR 570, et. seq., this
Declaration shall terminate and shall no longer be effective.
[SIGNATURE AND NOTARY PAGE TO FOLLOW]
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IMMOKALEE NON-PROFIT HOUSING,
INC. d/b/a IMMOKALEE HOUSING &
FAMILY SERVICES
• By:
jC_L' ,.. ) Print: «.S ,Yl C.g o L �Yt-
WitnessSignature (. Title: 1 o, -R \C
Print: �...t c 1t:!2'.:
Witness Signature
Print: I�Y'c;(c !,5cct,,.
STATE OF FLORIDA
COUNTY OF COLLIER
Sworn to an,A subscribed before me this day of ; CT f ' �3 k , 2014 by
13u SC1 n L (c;t,13(c\ (name),) title), on behalf
of COLLIER COUNTY, who is personally known to me or hlt pr•:u ed G y S' 7"3 s-2 6
as identification. 15-1- -Deli/or Ltte o,S,c..
WITNESS my hand and official seal this :2/9
day of �3 C ( %�' r`2"
2014.
646: 7L-t v
(affix notarial seal)
(Sigc attire of NoteryTPuplic)
r< /L 4 /Lf. /c yo <
(Print Name of Notary Public)
• NOTARY PUBLIC
Serial/Commission: 1 .130 17
My Commission Expires:
M'•'i ANA M.RIVERA
:.s Commlssion#FF 062527
Approved as to form and legality: 1 i Expires December30,2017
''S t;: ocoud uT,o/r�hwmawawais,
t.
JENNIFER A. BEL' ',O
Assistant County Attorney
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Grant#-B-09-UC-12-0016 &
B-10-UC-12-0016
CFDA/CSFA#- 14.218
Sub recipient—Immokalee Non-Profit
Housing, Inc. d/b/a Immokalee Housing
&Family Services
DUNS#-849855549
FETI#-59-2716833
FY END-12-31
Monitoring Deadline 9-30-18
AGREEMENT BETWEEN COLLIER COUNTY
AND
IMMOKALEE NON-PROFIT HOUSING, INC. d/b/a IMMOKALEE HOUSING&FAMILY
SERVICES
SANDERS PINES PLAYGROUND UPGRADES
THIS AGREEMENT is made and entered into this 14th day of May 2013, by and between Collier
County, a political subdivision of the State of Florida, ("COUNTY") having its principal address as 3339 E.
Tamiami Trail, Naples FL 34112, and the "Immokalee Non-Profit Housing, Inc. d/b/a Immokalee Housing
& Family Services", a private not-for-profit corporation existing under the laws of the State of Florida,
having its principal office at 2449 Sanders Pines Circle,Immokalee, FL 34142.
WHEREAS, the COUNTY is an entitlement County of the United States Department of Housing and
Urban Development (HUD) grant program Community Development Block Grant Program funds and the
COUNTY expects to continue to receive entitlement funds from these grant programs to operate the
COUNTY's housing and community development activities;and
WHEREAS, pursuant to the aforesaid agreement, COUNTY is undertaking certain activities to
primarily benefit low and moderate income persons and neighborhoods and to alternatively use Community
Development Block Grant (CDBG) funds for: slum or blight treatment or for an urgent community need; to
improve the quality of life in Collier County by providing infrastructure improvements, public facilities, and
other activities which are related to neighborhood/community improvements; to improve the condition of life
for persons who require physical access or other services that meet their individual needs; and to provide for
long range community improvements by assessing current conditions and planning long range improvement
programs as described in the Consolidated Plan submission; and
WHEREAS, each year, the COUNTY prepares a One-Year Action Plan detailing how it intends to
allocate funds received from HUD to conduct eligible activities for the benefit of low and moderate-income
residents; and
WHEREAS, the Board of County Commissioners of Collier County approved various Collier County
Consolidated Plans and Annual Action Plans for the CDBG Program; and
WHEREAS, in accordance with HUD regulations and the Collier County Consolidated Plan concerning
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the preparation of various Annual Action Plans, the County advertised a substantial amendment on March 14,
2013 with a 30-day citizen comment period from March 14,2013 through April 15, 2013; and
WHEREAS, on May 14, 2013 the COUNTY approved substantial amendments to various year's
Annual Action Plans providing CDBG funds in the amount of$13,500 to Immokalee Non-Profit Housing,
Inc. d/b/a Immokalee Housing & Family Services for Community Center Upgrades located at 2449
Sanders Pines Circle,Immokalee, Fl 34142; and
NOW, THEREFORE, in consideration of the mutual benefits contained herein, it is agreed by the
Parties as follows:
I. SCOPE OF SERVICES
The SUBRECIPIENT shall, in a satisfactory and proper manner and consistent with any standards
required as a condition of providing CDBG funds, as determined by Collier County Housing, Human and
Veteran Services (HI{VS), perform the tasks necessary to conduct the program outlined as follows:
The FY 2009-2010 and 2010-2011 Amended Annual Action Plans provides for
rehabilitation upgrades to Sanders Pines.
Project Component #l: The purchase, replacement, installation, disposal and
shipping costs of playground equipment including park benches not to exceed 8,
picnic tables not to exceed 2, 1 installed playground border as required by the
Department of Children and Families(DCF) and bicycle racks not to exceed 4.
Project Component #2: The purchase, replacement, installation, disposal and
shipping costs of multifamily mailboxes not to exceed 3.
Specifically, improvements identified for funding are outlined in the budget in
Section III.
The detailed project scope will be contained in the schedule of values awarded. The
project's invoices will include details sufficient to document the number, amount
and costs associated with all activities for payment.
All activities funded with CDBG funds must meet one of the CDBG program's National Objectives:
benefit low- and moderate-income persons; aid in the prevention or elimination of slums or blight; or meet
community development needs having a particular urgency, as defined in 24 CFR 570.208
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II. TIME OF PERFORMANCE
Services of the SUBRECIPIENT shall start on the 14th day of May, 2013 and end on the 31st day of
October, 2013. The term of this Agreement and the provisions herein may be extended by amendment to cover
any additional time period during which the SUBRECIPIENT remains in control of CDBG funds or other
CDBG assets, including program income.
TIT. AGREEMENT AMOUNT
The COUNTY agrees to make available THIRTEEN THOUSAND FIVE HUNDRED DOLLARS
1$13,500) for the use by the SUBRECIPIENT for SANDERS PINES PLAYGROUND UPGRADES during the
Term of the Agreement (hereinafter, the aforestated amount including, without limitation, any additional
amounts included thereto as a result of a subsequent amendment(s) to the Agreement, shall be referred to as the
"Funds"). The SUBRECIPIENT project budget shall be as follows:
Line Item Description CDBG
Funds
Project Component#1-Playground equipment $10,315
Project Component#2-Mailboxes $ 3,185
TOTAL
$13,500
Modifications to the "Budget and Scope" may only be made if approved in advance. Budgeted fund
shifts between cost categories and activities shall not be more than 10% and does not signify a change in scope.
Fund shifts that exceed 10% of a cost category and activity shall be made with board approval.
All improvements specified in Section I. Scope of Services shall be performed by SUBRECIPIENT
employees, or shall be put out to competitive bidding under a procedure acceptable to the COUNTY and
Federal requirements. The SUBRECIPIENT shall enter into contract for improvements with the lowest,
responsive and qualified bidder. Contract administration shall be handled by the SUBRECIPIENT and
monitored by H1-IVS, which shall have access to all records and documents related to the project.
The County shall reimburse the SUBRECIPIENT for the performance of this Agreement upon completion or
partial completion of the work tasks as accepted and approved by HHVS pursuant to the submittal of quarterly
progress reports. Invoices for work performed are required every month. If no work has been performed during
that month, or if the SUBRECIPIENT is not yet prepared to send the required backup, a$0 invoice will be
required. Explanations will be required if two consecutive months of$0 invoices are submitted. Payments
shall be made to the SUBRECIPIENT when requested as work progresses but, not more frequently than once
per month. Final invoices are due no later than 90 days after the end of the agreement. Work performed during
the term of the program but not invoiced within 90 days without written exception from the Grant Coordinator
will not be reimbursed. No payment will be made until approved by HHVS for grant compliance and adherence
to any and all applicable local, state or Federal requirements Payment will be made upon receipt of a properly
completed invoice and in compliance with §218.70, Florida Statutes, otherwise known as the"Local
Government Prompt Payment Act."
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The following table details the project deliverables and payment schedule.
Deliverable Payment Schedule
Project Component#1- Submission of monthly invoices on AIA
Playground equipment G702-1992 form or equivalent document.
Final 10%($1,031.50)released upon
documentation of playground equipment
complete. Supporting documents of
.a ment must be .rovided as backu•.
Project Component#2- Submission of monthly invoices on ALA
Mailboxes G702-1992 form or equivalent document.
Final I0%($318.50)released upon
documentation of Mailboxes installed and
complete. Supporting documents of
payment must be provided as back up. J
Individuals Served
Proof that a minimum of 41 N/A
families are served via exhibit
D and supporting documents
quarterly _
Annual submittal of asset N/A
inventory for equipment
purchased.
IV. NOTICES
Notices required by this Agreement shall be in writing and delivered via mail (postage prepaid),
commercial courier, or personal delivery or sent by facsimile or other electronic means. Any notice delivered or
sent as aforesaid shall be effective on the date of delivery or sending. All notices and other written
communications under this Agreement shall be addressed to the individuals in the capacities indicated below,
unless otherwise modified by subsequent written notice.
COLLIER COUNTY ATTENTION: Sandra Marrero, Grant Coordinator
3339 E Tamiami Trail, Suite 211
Naples, Florida 34112
(239)252-2399
sandramarrero@colliergov.net
SUBRECIPIENT ATTENTION: Susan Golden,Executive Director
Immokalee Non-Profit Housing, Inc.
d/b/a
Immokalee Housing&Family Services
2449 Sanders Pines Circle
Immokalee, FL 34142
(239)687-8333
Sgolden@ihfservices.org
Immokalee Non-Profit Housing,inc.
d/b/a
Immokalee Housing&Family Services
CDBG(CDS 13-04)
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V, ADDITIONAL CONDITIONS AND COMPENSATION
The parties acknowledge that the Funds originate from CDBG grant funds from HUD and must be
implemented in full compliance with all of HUD's rules and regulations and any agreement between COUNTY
and .HUD governing CDBG funds pertaining to this Agreement. In the event of curtailment or non-production
of said federal funds, the financial sources necessary to continue to pay the SUBRECIPIENT all or any portions
of the funds will not be available. In that event,the COUNTY may terminate this Agreement,which termination
shall be effective as of the date that it is determined by the County Manager or designee, in his-her sole
discretion and judgment, that the Funds are no longer available. In the event of such termination, the
SUBRECIPIENT agrees that it will not look to, nor seek to hold the COUNTY, nor any individual member of
the County Commissioners and /or County Administration, personally liable for the performance of this
Agreement, and the COUNTY shall be released from any further liability to SUBRECIPIENT under the terms
of this Agreement.
VI. GENERAL CONDITIONS
A. SUBCONTRACTS
No part of this Agreement may be assigned or subcontracted without the written consent of the
COUNTY,which consent, if given at all, shall be at the COUNTY's sole discretion and judgment.
B. GENERAL COMPLIANCE
The SUBRECIPIENT agrees to comply with the requirements of Title 24 of the Code of Federal
Regulations, Part 570 (the U.S. Housing and Urban Development regulations concerning Community
Development Block Grants (CI)BG)) including subpart K of these regulations, except that (1) the
SUBRECIPIENT does not assume the recipient's environmental responsibilities described in 24 CFR 570.604
and (2) the SUBRECIPIENT does not assume the recipient's responsibility for initiating the review process
under the provisions of 24 CFR Part 52. The SUBRECIPIENT also agrees to comply with all other applicable
Federal, state and local laws, regulations, and policies governing the funds provided under this contract. The
SUBRECIPIENT further agrees to utilize funds available under this Agreement to supplement rather than
supplant funds otherwise available.
•
C. INDEPENDENT CONTRACTOR
Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or
establishing the relationship of employer/employee between the parties. The SUBRECIPIENT shall at all times
remain an "independent contractor" with respect to the services to be performed under this Agreement. Unless
otherwise provided by the Scope of Services, the Grantee shall be exempt from payment of all Unemployment
Compensation, FICA, retirement, life and/or medical insurance and Workers' Compensation Insurance, as the
SUBRECIPIENT is an independent contractor.
lmmokalee Non-Profit Housing,Inc.
d/b/a
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CDBG(CDS 13-04)
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D. AMENDMENTS
The COUNTY or SUBRECIPIENT may amend this Agreement at any time provided that such
amendments make specific reference to this Agreement, and are executed in writing, signed by a duly
authorized representative of each organization, and approved by the Grantee's governing body. Such
amendments shall not invalidate this Agreement, nor relieve or release the Grantee or SUBRECIPIENT from its
obligations under this Agreement. No amendments to this agreement will be granted ninety (90) days prior to
end date of this agreement.
The COUNTY may, in its discretion, amend this Agreement to conform with Federal, state or local
governmental guidelines, policies and available funding amounts, or for other reasons. If such amendments
result in a change in the funding, the scope of services, or schedule of the activities to be undertaken as part of
this Agreement, such modifications will be incorporated only by written amendment signed by both Grantee
and SUBRECIPIENT.
Expiration of Agreement: If the SUBRECIPIENT does not complete the project within the time
period, the COUNTY Manager or designee may grant a cumulative time extension of no more than 180 days
and modify any subsequent project work plans to reflect the extension. The request must be submitted no later
than ninety(90)days prior to end date of this agreement.
E. INDEMNIFICATION
To the maximum extent permitted by Florida law, the SUBRECIPIENT shall indemnify and hold
harmless Collier County, its officers, agents and employees from any and all claims, liabilities, damages, losses,
costs, and causes of action which may arise out of an act, omission, including, but not limited to, reasonable
attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally
wrongful conduct of the SUBRECIPIENT or any of its agents, officers, servants, employees, contractors,
patrons, guests, clients, licensees, invitees, or any persons acting under the direction, control, or supervision of
the SUBRECIPIENT in the performance of this Agreement. This indemnification obligation shall not be
construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an
indemnified party or person described in this paragraph.The SUBRECIPIENT shall pay all claims and losses of
any nature whatsoever in connection therewith and shall defend all suits in the name of the COUNTY and shall
pay all costs (including attorney's fees) and judgments which may issue thereon. This Indemnification shall
survive the termination and/or expiration of this Agreement. This section does not pertain to any incident
arising from the sole negligence of Collier County. The foregoing indemnification shall not constitute a waiver
of sovereign immunity beyond the limits set forth in Section 768.28,Florida Statutes.
F. GRANTEE RECOGNITION/SPONSORSHIPS
The SUBRECIPIENT agrees that all notices, informational pamphlets, press releases, advertisements,
descriptions of the sponsorships of the Program, research reports and similar public notices prepared and
released by the SUBRECIP1ENT for, on behalf of, and/or about the Program shall include the statement:
"FINANCED BY U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT
(.HUD)AND COLLIER COUNTY HOUSING, HUMAN AND VETERAN SERVICES
DEPARTMENT"
lmmokalee Non-Profit I lousing,Inc.
d/b/a
lmmokalee Housing&Family Services
CDt3G(CDS 13-04)
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and shall appear in the same size letters or type as the name of the SUBRECIPIENT. This design concept is
intended to disseminate key information regarding the development team as well as Equal Housing Opportunity
to the general public. Construction signs shall comply with applicable COUNTY codes.
G. TERMINATION
In accordance with 24 CFR 85.43, the Grantee may suspend or terminate this Agreement if the
SUBRECIPIENT materially fails to comply with any terms of this Agreement, which include (but are not
limited to), the following:
I. Failure to comply with any of the rules, regulations or provisions referred to herein, or such
statutes, regulations, executive orders, and HUD guidelines, policies or directives as may
become applicable at any time;
2, Failure, for any reason, of the SUBRECIPIENT to fulfill in a timely and proper manner its
obligations under this Agreement;
3. ineffective or improper use of funds provided under this Agreement; or
4. Submission by the SUBRECIPIENT to the Grantee reports that are incorrect or incomplete in
any material respect.
In accordance with 24 CFR 85.44, this Agreement may also be terminated for convenience by either the
Grantee or the SUBRECIPIENT, in whole or in part, 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, the Grantee determines that the remaining portion of the award will not accomplish the
purpose for which the award was made,the Grantee may terminate the award in its entirety.
VII. REVERSION OF ASSETS
In the event of a termination of this Agreement or upon expiration of the Agreement and in addition to
any and all other remedies available to the COUNTY (whether under this Agreement or at law or in equity) the
SUBR.ECIPIENT shall immediately transfer to the COUNTY any funds on hand at the time of termination (or
expiration) and any accounts receivable attributable to the use of CDBG funds. The COUNTY's receipt of any
funds on hand at the time of termination shall not waive the COUNTY's right (nor excuse SUBRECEIPIENT's
obligation) to recoup all or any portion of the funds, as the COUNTY may deem necessary.
Any real property under the SUBRECIPIENT's control that was acquired or improved in whole or in
part with CDBG funds (including CDBG funds provided to the SUBRECIPIENT in the form of a loan) in
excess of$25,000 as outlined in 24 CFR 570.505 must either:
a. Be used to meet one of the national objectives in 24 CFR 570.208 (formerly section 570.901) until
five (5) years after expiration of the term of this Agreement or for such longer period of time as
determined to be appropriate by the COUNTY and as memorialized by the COUNTY and the
SUBRECIPIENT in an amendment to this Agreement or such instrument as the COUNTY at its
discretion determines appropriate; or
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d/b/a
Immokalcc Housing&Family Services
CDBG(CDS 13-04)
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b. If not used in accordance with the above subsection (a) the SUBRECIPIENT shall pay to the
COUNTY an amount equal to the current market value of the property less any portion of the value
attributable to expenditures of non-CDBG funds for the acquisition of or improvements to, the
property. No payment is required after the period of time specified in subsection(a).
Title to equipment acquired by SUBRECIP1ENT shall vest with the SUBRECIPIENT, subject to the
conditions outlined in 24 CFR 84.34.
Title to supplies and other expendable property shall vest with the SUBRECIPIENT upon acquisition
subject to the conditions outlined in 24 CFR 84.35.
VIII. INSURANCE
SUBRECIPIENT shall not commence any work and/or services pursuant to this Agreement until all
insurance required under this Section and outlined in Exhibit "A" has been obtained, and carried, at all times
during its performance.
IX. ADMINISTRATIVE REQUIREMENTS
A. EXAMINATION OF RECORDS
The SUBRECIFIENT shall maintain sufficient records in accordance with 24 CFR 570.502 and 570.506
to determine compliance with the requirements of this Agreement, the CDBG Program and all other applicable
laws and regulations. This documentation shall include, but not be limited to, the following:
B. DOCUMENTATION AND RECORDKEEPING
1. All records required by CDBG.
2. All reports, plans, surveys, information, documents, maps, books, records and other data
procedures developed, prepared, assembled, or completed by the SUBRECIPIENT for the
purpose of this Agreement shall be made available to the COUNTY by the SUBRECIPIENT at
any time upon request by the COUNTY or HIIVS. Materials identified in the previous sentence
shall be in accordance with generally accepted accounting principles, procedures and practices,
which sufficiently and properly reflect all revenues and expenditures of funds provided directly
or indirectly by this Agreement, including matching funds and Program Income. These records
shall be maintained to the extent of such detail as will properly reflect all net costs, direct and
indirect labor, materials, equipment, supplies and services, and other costs and expenses of
whatever nature for which reimbursement is claimed under the provisions of this Agreement.
3. Upon completion of all work contemplated under this Agreement copies of all documents and
records relating to this Agreement shall be surrendered to HI-IVS if requested. In any event the
SUBRECIPIENT shall keep all documents and records in an orderly fashion in a readily
accessible, permanent and secured location for four (4) years after expiration of this Agreement
with the following exception: if any litigation, claim or audit is started before the expiration date
of the four (4) year period, the records will be maintained until all litigation, claim or audit
findings involving these records are resolved, The COUNTY shall be informed in writing if an
Immokalee Non-Profit Housing,lne.
d/bia
Immokalee I Lousing Lir Family Services
CDBG(CDS 13-04)
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agency ceases to exist after closeout of this Agreement of the address where the records are to be
kept as outlined in 24 CFR 85.42.
4. The SUBRECIPIENT shall maintain records showing compliance with the Davis-Bacon Law,
including files containing contractor payrolls, employee interviews,Davis-Bacon wage rates,and
administrative cross-referencing. SUBRECIPIENT shall maintain records showing contractor
compliance with the Contract Work Hours and Work Safety Law. Similarly, the
SUBRECIPIENT shall maintain records showing compliance with federal purchasing
requirements and with other federal requirements for grant implementation.
5. The SUBRECIPIENT will be responsible for the creation and maintenance of income eligible
files on clients served and documentation that all households are eligible under HUD Income
Guidelines. The SUBRECIPIENT agrees that HHVS shall be the final arbiter on the
SUBRECIPIENT's compliance.
6. The SUBRECIPIENT shall document how the National Objective(s) as defined in 24 CFR
570.208 and the eligibility requirement(s) under which funding has been received, have been
met. These also include special requirements such as necessary and appropriate determinations
as defined in 24 CFR 570.209, income certification, and written Agreements with beneficiaries,
where applicable.
C. REPORTS AND EVALUATIONS (MONITORING)
Reimbursement may be contingent on the timely receipt of complete and accurate reports required by
this Agreement, and on the resolution of monitoring findings identified pursuant to this Agreement as deemed
necessary by the County Manager or designee.
During the term, SUBRECIPIENT shall submit quarterly progress reports to the COUNTY on the 15`h
day of January, April, July and October respectively for the prior quarter period end. As part of the report
submitted in October, the SUBRECIPIENT also agrees to include, a comprehensive final report covering the
agreed-upon Program objectives, activities and expenditures and including, but not limited to, performance data
on client feedback with respect to the goals and objectives set forth in Exhibit "D". Exhibit "D" contains an
example reporting form to be used in fulfillment of this requirement. Other reporting requirements may be
required by the County Manager or their designee in the event of Program changes; the need for additional
information or documentation arises; and/or legislative amendments are enacted. Reports and/or requested
documentation not received by the due date shall be considered delinquent and may be cause for default and
termination of this Agreement.
During the term, SUBRECIPIENT shall submit an annual audit monitoring report (Exhibit E) to the
COUNTY no later than 180 days after the SUBRECIPIENT's fiscal year end.
The SUBRECIPIENT agrees that HHVS will carry out no less than one (1) annual on-site monitoring
visit and evaluation activities as determined necessary. At the COUNTY's discretion, a desk top review of the
activities may be conducted in lieu of an on-site visit. The continuation of this Agreement is dependent upon
satisfactory evaluations. The SUBRECIPIENT shall, upon the request of HHVS, submit information and status
reports required by HHVS or HUD to enable HHVS to evaluate said progress and to allow for completion of
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d/b/a
Immokalee Housing&Family Services
CDBG(CDS 13-04)
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reports required. The SUBREC1P1ENT shall allow HE-IVS or HUD to monitor the SUBRECIP1ENT on site.
Such site visits may be scheduled or unscheduled as determined by HHVS or HUD.
D. ADDITIONAL HOUSING, HUMAN AND VETERAN SERVICES, COUNTY, AND HUD
REQUIREMENTS
The SUBRECIP1ENT agrees to utilize funds available under this Agreement to supplement rather than
supplant funds otherwise available for specified activities.
E. PURCHASING
All purchasing for services and goods, including capital equipment, shall be made by purchase order or
by a written contract and in conformity with the thresholds of Collier County Purchasing Policy.
Purchasing Threshold Policy
Dollar Range () Quotes
Under$3K 1 Written Quote
Above$3K to$10K 3 Written Quotes
Above $10K to$50K 3 Written Quotes
Request for Proposal(RFP)
Above$50K Invitation for Bid (IFB)
F. AUDITS AND INSPECTIONS
At any time during normal business hours and as often as the COUNTY (and/or its representatives) may
deem necessary, the SUBRECIPIENT shall make available all records, documentation and any other data
relating to all matters covered by the Agreement for review,inspection or audit.
0. PROGRAM-GENERATED INCOME
Any "Program Income" (as such tem is defined under applicable Federal regulations) gained from any
activity of the SUBRECIPIENT funded by CDBG funds shall be reported to the COUNTY, utilized by the
SUBRECIPIENT and shall be in compliance with 24 CFR 570.504(c) in the operation of the Program.
H. GRANT CLOSEOUT PROCEDURES
SUBRECIPIENT's obligation to the COUNTY shall not end until all closeout requirements are
completed. Activities during this closeout period shall include, but not be limited to: making final payments,
disposing of program assets (including the return of all unused materials, equipment, unspent cash advances,
program income balances, and receivable accounts to the COUNTY), and determining the custodianship of
records. In addition to the records retention outlined in Section X.B.3, the SUBRECIPIENT shall comply with
Section 119.021 Florida Statutes regarding records maintenance,preservation and retention.
Immokalee Non-Profit Housing,Inc.
d/b/a
Irnmokalee Housing&Family Services
CDI3G(CDS 13-04)
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X. OTHER PROGRAM REQUIREMENTS
A. OPPORTUNITIES FOR RESIDENTS AND CIVIL RIGHTS COMPLIANCE
The SUBRECIP1ENT agrees that no person shall be excluded from the benefits of, or be subjected to,
discrimination under any activity carried out by the performance of this Agreement on the basis of race, color,
disability, national origin, religion, age,familial status, or sex. Upon receipt of evidence of such discrimination,
the COUNTY shall have the right to terminate this Agreement.
To the greatest extent feasible, lower-income residents of the project areas shall be given opportunities
for training and employment; and to the greatest feasible extent eligible business concerns located in or owned
in substantial part by persons residing in the project areas shall be awarded contracts in connection with the
project. The SUBRECIPIENT shall comply with Section 3 of the Housing and Community Development Act of
1968.
B. OPPORTUNITIES FOR SMALL AND MINORITY/WOMEN-OWNED BUSINESS
ENTERPRISES
The SUBRECIPIENT will use its best efforts to afford small businesses, minority business enterprises,
and women's business enterprises the maximum practicable opportunity to participate in the performance of this
contract. As used in this contract, the terms"small business"means a business that meets the criteria set forth in
section 3(a) of the Small Business Act, as amended (15 U.S.C. 632), and "minority and women's business
enterprise" means a business at least fifty-one (51)percent owned and controlled by minority group members or
women. For the purpose of this definition, "minority group members" are Afro-Americans, Spanish-speaking,
Spanish surnamed or Spanish-heritage Americans, Asian-Americans, and American Indians. The
SUI3RECIPIENT may rely on written representations by businesses regarding their status as minority and
female business enterprises in lieu of an independent investigation.
C. PROGRAM BENEFICIARIES
At least fifty-one percent (51%) of the beneficiaries of a project funded through this Agreement must be
low- and moderate- income persons. If the project is located in an entitlement city, as defined by HUD, or
serves beneficiaries countywide, more than thirty percent (30%) of the beneficiaries directly assisted under this
Agreement must reside in unincorporated Collier County or in municipalities participating in the County's
Urban County Qualification Program.
D. AFFIRMATIVE ACTION PLAN
The SUBRECIPIENT agrees that it shall be committed to carry out pursuant to the COUNTY's
specifications an Affirmative Action Program in keeping with the principles as provided in President's
Executive Order 11246 of September 24, 1966. The COUNTY shall provide Affirmative Action guidelines to
the SUBRECIP IENT to assist in the formulation of such program. The SUBRECIPIENT shall submit a plan for
an Affirmative Action Program for approval prior to the award of funds.
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d/b/a
Immokalee Housing&Family Services
CDBG(CDS 13.04)
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E. CONFLICT OF INTEREST
The SUBRECIPTENT covenants that no person under its employ who presently exercises any functions
or responsibilities in connection with the Project, has any personal financial interest, direct or indirect, in the
Project areas or any parcels therein, which would conflict in any manner or degree with the performance of this
Agreement and that no person having any conflict of interest shall be employed by or subcontracted by the
SUBRECIPIENT. The SUBRECIPIENT covenants that it will comply with all provisions of 24 CFR 570.6) 1
"Conflict of Interest", and the State and County statutes, regulations, ordinance or resolutions governing
conflicts of interest. Any possible conflict of interest on the part of the SUBRECIPIENT or its employees shall
be disclosed in writing to HHVS provided, however, that this paragraph shall be interpreted in such a manner so
as not to unreasonably impede the statutory requirement that maximum opportunity be provided for
employment of and participation of low and moderate-income residents of the project target area.
XL CONDITIONS FOR RELIGIOUS ORGANIZATIONS
CDBG funds may be used by religious organizations or on property owned by religious organizations
only in accordance with requirements set in Section 24 CFR 570.200(j). The SUBRECIPIENT shall comply
with First Amendment Church/State principles as follows:
a. It will not discriminate against any employee or applicant for employment on the basis of religion
and will not limit employment or give preference in employment to persons on the basis of religion
b. It will not discriminate against any person applying for public services on the basis of religion and
will not limit such services or give preference to persons on the basis of religion
c. It will retain its independence from Federal, State and local governments and may continue to carry
out its mission, including the definition, practice and expression of its religious beliefs,provided that
it does not use direct CDBG funds to support any inherently religious activities, such as worship,
religious instruction or proselytizing
d. The funds shall not be used for the acquisition, construction or rehabilitation of structures to the
extent that those structures are used for inherently religious activities. Where a structure is used for
both eligible and inherently religious activities, CDBG funds may not exceed the cost of those
portions of the acquisition, construction or rehabilitation that are attributable to eligible activities in
accordance with the cost accounting requirements applicable to CDBG funds in this part.
Sanctuaries, chapels, or other rooms that a CDBG funded religious congregation uses as its principal
place of worship, however,are ineligible for CDBG funded improvements.
•
XII. SEVERABILITY
Should any provision of the Agreement be determined to be unenforceable or invalid, such a
determination shall not affect the validity or enforceability of any other section or part thereof.
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d/b/a
Immokalee Housing&Family Services
CDBG(CDS 13-04)
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IN WITNESS WHEREOF, the Sub recipient and the County, have each, respectively, by an authorized person
or agent, hereunder set their hands and seals on this 1e day of May,2013.
ATTgST: 'y, BOARD 0 CO NT OM , SSIONERS OF
DWItGHTE._BkOCI CLERK COLLIER 0 TY F O•:PA
:T OITA jtk ;**4,,;(41:0 • ,C .
w ''-- � GEORGIA MILLER ESQ., CHAIRWOMAN
AtteSta$tO. ,� .,`S'
r�`4
stgnat
Dated: rtj 1 Ir
(SE L)
IMMOKALEE NON-PROFIT HOUSING, INC.
d/b/a IMMOKALEE HOUSING &FAMILY SERVICES
By: . ` t It-: I tip
Saran M. Golden
. o
Susan M. Golden, Executive Director
Approved as to form and legal sufficiency:
Jennifer ° . White, Assistant County Attorney
Immokalee Non-Profit Housing,Inc.
d/b/a
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EXHIBIT "A"
INSURANCE REQUIREMENTS
The SUBRECIPIENT shall furnish to Collier County, c/o Housing, Human and Veteran Services
Department, 3339 E. Tamiami Trail, Suite 211, Naples, Florida 34112, Certificate(s) of Insurance evidencing
insurance coverage that meets the requirements as outlined below:
1. Workers' Compensation as required by Chapter 440, Florida Statutes.
2. Commercial General Liability including products and completed operations insurance in the
amount of$1;000,000 per occurrence and $2,000,000 aggregate. Collier County must be shown
as an additional insured with respect to this coverage.
3. Automobile Liability Insurance covering all owned, non-owned and hired vehicles used in
connection with this contract in an amount not less than $1,000,000 combined single limit for
combined Bodily Injury and Property Damage. Collier County shall be named as an additional
insured.
DESIGN STAGE(IF APPLICABLE)
In addition to the insurance required in 1 — 3 above, a Certificate of Insurance must be provided as
fol lows:
4. Professional Liability Insurance in the name of the SUBRECIPIENT or the licensed design
professional employed by the SUBRECIPIENT in an amount not less than $1,000,000 per
occurrence/$1,000,000 aggregate providing for all sums which the SUBRECIPIENT and/or the
design professional shall become legally obligated to pay as damages for claims arising out of
the services performed by the SUBRECIPIENT or any person employed by the
SUBRECIPIENT in connection with this contract. This insurance shall be maintained for a
period of two (2) years after the certificate of Occupancy is issued. Collier County shall be
named as an additional insured.
CONSTRUCTION PHASE(IF'APPLICABLE)
In addition to the insurance required in 1 — 4 above, the SUBRECIPEINT shall provide or cause its
Subcontractors to provide original certificates indicating the following types of insurance coverage prior to any
construction:
5. Completed Value Builder's Risk Insurance on an "All Risk" basis in an amount not less than one
hundred (100%) percent of the insurable value of the building(s) or structure(s). The policy shall
be in the name of Collier County and the SUBRECIPIENT.
6. In accordance with the requirements of the Flood Disaster Protection Act of 1973 (42 U.S.C.
4001), the Subrecipient shall assure that for activities located in an area identified by the Federal
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d/b/a
Immokalee Housing&Family Services
CDBG(CDS 13-04)
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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).
OPERATION/MANAGEMENT PHASE(IF APPLICABLE)
After the Construction Phase is completed and occupancy begins, the following insurance must be kept
in force throughout the duration of the loan and/or contract:
7. Workers' Compensation as required by Chapter 440,Florida Statutes.
8. Commercial Genera] Liability including products and completed operations insurance in the
amount of$1,000,000 per occurrence and $2,000,000 aggregate. Collier County must be shown
as an additional insured with respect to this coverage.
9. Automobile Liability Insurance covering all owned, non-owned and hired vehicles used in
connection with this contract in an amount not less that $1,000,000 combined single limit for
combined Bodily Injury and Property Damage. Collier County as an additional insured.
10. Property Insurance coverage on an "All Risk" basis in an amount not less than one hundred
(100%) of the replacement cost of the property. Collier County must be shown as a Loss payee
with respect to this coverage A.T.I.M.A.
11. Flood Insurance coverage for those properties found to be within a flood hazard zone for the full
replacement values of the structure(s) or the maximum amount of coverage available through the
National Flood Insurance Program (NFIP). The policy must show Collier County as a Loss
Payee A.T.I.M.A.
ImmokaleeNon-Profit Housing,Inc.
dlbla
Immokalce Housing&Family Services
CDBG(CDS 13-00
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EXHIBIT "B"
COLLIER COUNTY HOUSING, HUMAN AND VETERAN SERVICES
REQUEST FOR PAYMENT
SECTION I: REQUEST FOR PAYMENT
Sub recipient Name: Immokalee Non-Profit 1-lousing, Inc. d/b/a Immokalee Housing& Family
Services
Sub recipient Address: 2449 Sander Pines Circle, Immokalee, FL 34142
Project Name: Sanders Pines Playground Upgrades_
Project No: CDS 13-04 Payment Request#
Dollar Amount Requested: $
SECTION II: STATUS OF FUNDS
1. Grant Amount Awarded
$ 13,500
2. Sum of Past Claims Paid on this Account
3. Total Grant Amount Awarded Less Sum
Of Past Claims Paid on this Account $
4. Amount of Previous Unpaid Requests
5, Amount of Today's Request
6. Current Grant Balance (Initial Grant Amount Awarded
Less Sum of all requests) $
I certify that this request for payment has been drawn in accordance with the terms and conditions of the
Agreement between the COUNTY and us, as the SUBRECIPIENT. I also certify that the amount of the
Request for Payment is not in excess of current needs.
Signature Date
Title
Authorizing Grant Coordinator
Supervisor (approval authority under$14,999)
Dept Director (approval required $15,000 and above)
tmmokalee Non-Profil Housing,Inc.
d/b/a
Immokalee Housing&Family Services
CDBG(CDS 13-04)
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EXTIIBIT"C"
RELEASE AND AFFIDAVIT FORM
CONSTRUCTION ONLY
The SUBRECIPIENT certifies for itself and its contractors that all charges for labor, materials, supplies,
lands, licenses and other expenses for which COUNTY might be sued or for which a lien or a demand against
any payment bond might be filed, have been satisfied and paid. This document is in compliance with Florida
Statutes Chapter 713,02 Part 1 —Waiver or Release of Liens
This Release and Affidavit is given in connection with the SUBRECIPIENT's (monthly/final) Request
for Payment,
Immokalee Non-Profit Housing, Inc. d/b/a
Immokalee Housing &Family Services
Witness: BY:
BY: ITS: Executive Director
DA 1'h:
Print name and title
STATE OF
COUNTY OF
The foregoing instrument was acknowledged before me this day of , 20_, by
as of
_ A Choose Not-For-Profit, or Corporation or Municipality on behalf of
Choose Not-For-Profit, Corporation or Municipality . He/She is personally known to me OR has
produced as identification and who did (did not) take an oath.
My Commission Expires:
(Signature)
Name:
(Legibly Printed)
(AFFIX OFFICIAL SEAL) Notary Public, State of:
Commission No.:
Immokalee Non-Profit I-lousing,Inc.
d/b/a
Immokalee Housing&Family Services
CD11G(CDS 13-04)
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EXHIBIT"D"
QUARTERLY PROGRESS REPORT
Sub-recipients: Please fill in the following shaded areas of the report
LrlmokaiecNon P.rofiit h8 Ste
ousin ,
�(
*4,`"� Q.. t V te
• - 1:4% w
Initreokalee Itn g 07411.Y:805'13 � s ; y'71 Date:
atY^
te
*.-sAgency Name: * ,w
��.
• 'Sti ar .fsv
Project Title: •Saindcr.s Pines,r1iy undaioct
'
;. .�^•
z vty, �ro��tia01, 5 s. Alternate $
Program Contact: Susan M,Qoiden`; ,° a. " t� #€ i Contact
Telephone Number: (239)657--E1333'.-:
'REPORT FOR QUARTER ENDING:(check one that applies to the
corresponding grant period); ❑7/31/13 10/31/13 r n
Please take note: Each quarterly report needs to include cumulative data beginning from the start of the agreement dale of May 14, 2013.
•
Please list the outcome goaf(s)from your approved application&sub•reciplent agreement and Indicate your progress in meeting,tho$e
1. goals since May 14,2013.
A.Outcome Goals: list the outcome goals)from your approved application&Su4retn dent agreerrlent
Outcome 1 ;Order and tdenitfy equ1px ie'itt tel r atfonalsdppliers b Juoe 2013 `' MTs.,:, r,a
Outcome 2 Accept delivery off`equlpme by July.2013 - •�r c 4 ;;''.•, r �rJ' 5
Outcome 3 Instal,iula1lbgies&Recreal(ap5quibme t,byl"}8 122013 ,'�-,r-. i ;7 v 5.
Outcome 4.`41`famllies'seliert .Y,�.rsy ' ` *z ;� *4 s ▪ • v "W--f ,X43
•
,� ,.,. � _ 'a'...:,5. «wR't. .. .. .�._._. _ ..a +..:$° _:�:=..i' +t' �c; w.,i r"' att.
�t� m-.mkt.
B.Goal Progress:Indicate the progress to date in meeting each outcome goal
=4§*- � ▪ 'E-$ .'.`'.
(7ytGOme'{ 1 '"t�` ,ar'"' `- `�=4�,. •; .�',.,,a .^.i'` a , -vs + 4 -k x,;- 4,' + r.:
z,,,p t- .§ .� s7 a 'b.ra-¢s ,'tea :
• _ ``` r r �,'c 5 ,, i i i'"}pp.�s `v.'— ' . w ;.�S+ ,'. `,
•
"' �. G
t 5 - i yF z. :yFI r s Yrs xZ a <a'sJ`�' ' i }' a`
y
• . s, , 4't. s t ,,. '' > a,.", ° at ,c 3. ' `,"�-'i. ,',is, -^cw.,r,.,.es �,. - ,,`s{a ? . :'�5.�-r .'$� a�'`,
•
Is this project still In compliance with the original project schedule?If more than 2 months behind scheduler must submit a naw t1me111ne
2. for approval,
[mmokatee Non-Profit Housing,Inc.
d/b/a
Immokalec Housing&Family Services
CDBG(CDS 13-04)
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Yes . . No
If no,explain,• r x ,
:-. . 'n .._ 4 °r F.,xi., .r �,
3. Since May 14,2013,of the persons assisted,how many....
a. ...now have new access(continuing)to this service or benefit?
b. ...now hes improved access to this service or benefit? �4=
c. ...now receive a service or benefit that is no longer substandard? - ''
TOTAL: 0
•
4. What funding sources are applied for this period!program year?
Section 108 Loan Guarantee HOPWA s, z �
�-
r� ,tet R rt
Other Consolidated Plan Funds CDBG
Other Federal Funds °z ESG 0 ; `0-04 ?- a
•Stale I Local Funds �� -" ' .. HOME _v. „_ _
Total
$ Entitlement $
Total Other Funds - Funds -
immokeieeNon-Profit Housing,Inc.
d/b/a
Immokaiee Housing&Family Services
CDBG(CDS 13-04)
Sanders Pines Playground Upgrades Page 19 of 27
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EXHIBIT "D"
QUARTERLY PROGRESS REPORT
s. What istheWeirtumberof:UNDUPLICATEDclientsservedthisquarter,tfappncabte?
a Total No.etA (totem as served )0..r.'• Tout No of ferrules servedsnow 18; �D
b. Total No.of Advil males served: 0 A Total No.of males serves trls"er`B O?.
TOTAL: 0 TOTAL: 0
0Total No.of(ant es served '.0 y. Tial No.or testate rood of household: D<.'
6. What Is the rota Inumber of UNDUPLICATED clients served since October,if applicable?
a. Total rum bon 01 adirl tamales nerved k fB Trot,smear of fivr ales served under 18: 3 f
is Total number of awl males served: .0 r`.To number of melee served under 18:
TOTAL: 0 TOTAL: 0
c. Total No.d lain les served: Q`"'- Total No.of female head of household. 0 h�
Co a e# sE guestton 117 OR#8.Complete question A your prrvyarn o y serves chants in one ci more ot the fisted HUD Presumed
Benofb Categories.Completequestlonta of any tient in your program dors mol tel ino a Presumed Benda category.
DO NOT COMPLETE BOTH QUESTION 7 MD 8.
7. PRESUMED BENEPtCIARY DATA: r fl roTHER B€NENCIANY OAT A:INC°N RANGE
Indicate the total number of f1ND UP7 M.AYFD Indicate the total number of LINDUPiX/J_ED persons
persons served since October I who fall into served since October 1 who fat Into each Income
each presumed benefit category One total
category(thetotal shouldsquat thebetel Inquesiion46):
ehcsAd equal the total in question 06):
Report os: Report es:
0 •Abused Children "0';;Exlrorney low income(0-30%)
Homeless Parson D-"Low hoome(91,'.0%)
tj' Battered Spouses ¢ llbderae income(61.60%i
Persons wf WINDS "))"Above Noderele income(>00%)
ElderlyPeusons
0 Veierara
0` Chrora etylMenialyit
. 0. Phystcafy Disabled Adults
Oi.•. Other-Youth
TOTAL: 0 TOTAL: 0
9. Racial&Ethnic Data: (ii applicable)
Pleaee Indicate how many UNDUPLICATED clients served since October fall Into each race category.In addition
to each race category,please Indicate how many persons in each race category consider themselves Hispanic
(Total Race column should equal the total cell),
RACE ETHNICITY
Whsle • '0f whom,how many ere Hispanic?
Black/Afton American f " Yt .;of whom,how mar?are Hispanic?
j t e
Asian + 4n; L C ;;of whom haw many=Hispanic?
Amerira?IndtayAtesks Nolo* cc Thr..', 7 h t;of whom,how maw ere lfispanic7
Native HewairaNOlher Pacific Islander 0 �.: ,,,'�4 rv`,01 whom,how scary are Fispenc?
American by oNAtnakan Native 8 White0�-,:of whom,how many are l ispanic?
9lacklAfrican American&Who�^ (� • s+�::of whom,how menu are lispanc?
Arn.timer A)aska Native a Bleck/Micah P r0 :of how many aro Hispanic?
• Other M..li-recal 0 t3 ;of whom,now many are Flispanic?
OEoa ;of whom,how merry are Hispanic?
TOTAL: 0 D TOTAL HISPANIC
Noma: Signaluro
'Your typed rome here reprweenle your alecbnnr:
Title: sgnatue
Iinmokalee Non-Profit Housing,Inc.
d/b/a
Immokalee Housing&Family Services
CDS()(CDS (3-04)
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EXHIBIT"E"
ANNUAL AUDIT MONITORING REPORT
OMB Circular A-133 Audits of States, Local Governments, and Non-Profit Organizations requires the Collier
County Housing, Human and Veterans Services Department to monitor our sub recipients of federal awards
and determine whether they have met the audit requirements of the circular and whether they are in
compliance with federal laws and regulations. Accordingly, we are requiring that you check one of the
following, provide all appropriate documentation regarding your organization's compliance with the audit
requirements, sign and date this form.
Sub recipient lmmokalee Non-Profit Housing, Inc. Fiscal Year
Name d/b/a Period
Immokalee Housing & Family Services
Total State Financial Assistance Expended during
most recently completed Fiscal Year
Total Federal Financial Assistance Expended during most
recently completed Fiscal Year
Check Appropriate Boxes
We have exceeded the $500,000 federal/state expenditure threshold for our fiscal year ending
O as indicated above and have completed our Circular A-133 audit, A copy of the audit report
and management letter is attached.
We exceeded the $500,000 federal/state expenditure threshold for our fiscal year ending as
❑ indicated above and expect to complete our Circular A-133 audit by . Within
30 days of completion of the A-133 audit, we will provide a copy of the audit report and
management letter.
We are not subject to the requirements of OMB Circular A-133 because we:
O Did not exceed the $500,000 federal/state expenditure threshold for the fiscal year
indicated above
0 Are a for-profit organization
❑ Are exempt for other reasons —explain
An audited financial statement is attached and if applicable, the independent auditor's
management letter.
S!f findincis were noted, please enclose a copy of the responses and corrective action plan.)
Certification Statement
I hereby certify that the above information is true and accurate.
Signature Date
Print Name and Title
Immokalee tion-Profii Housing,Inc.
d/b/a
Immokalee Housing&Family Services
CDBG(CDS 13-04)
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EXHIBIT "F„
LOCAL AND FEDERAL RULES,REGULATIONS AND LAWS
1. 24 CFR 570, as amended - The regulations governing the expenditure of Community Development Block
Grant (CDBG) funds.
2. 24 CFR 58 - The regulations prescribing the Environmental Review procedure.
3. Section 104(b) and Section 109 of Title I of the Housing and Community Development Act of 1974 as
amended
4. Title VI of the Civil Rights Act of 1964 as amended, Title VIII of the Civil Rights Act of 1968 as amended
5. 24 CFR 570.601 Subpart K - The regulations issued pursuant to Executive Order 11063 which prohibits
discrimination and promotes equal opportunity in housing.
6. Executive Order 11246 ("Equal Employment Opportunity"), as amended by Executive Orders 11375 and
12086 - which establishes hiring goals for minorities and women on projects assisted with federal funds and
as supplemented in Department of Labor regulations.
7. Title VII of the 1968 Civil Rights Act as amended by the Equal Employment Opportunity Act of 1972, 42
USC § 2000e,et. seq. The SUBRECIPIENT will, in all solicitations or advertisements for employees placed
by or on behalf of the SUBRECIPIENT, state that it is an Equal Opportunity or Affirmative Action
employer.
8. 24 CFR 135 —Regulations outlining requirements of Section 3 of the Housing and Urban Development Act
of 1968, as amended. Compliance with the provisions of Section 3 of the HUD Act of 1968, as amended,
and as implemented by the regulations set forth in 24 CFR 135, and all applicable rules and orders issued
hereunder prior to the execution of this contract, shall be a condition of the Federal financial assistance
provided under this contract and binding upon the COUNTY, the SUBRECIPIENT and any of the
SUBREC1P1ENT's Sub-recipients and subcontractors. Failure to fulfill these requirements shall subject the
COUNTY, the SUBRECIPIENT and any of the SUBREC1P1ENT's Sub-recipients and subcontractors, their
successors and assigns, to those sanctions specified by the Agreement through which Federal assistance is
provided. The SUBRECIP1ENT certifies and agrees that no contractual or other disability exists that would
prevent compliance with these requirements.
The SUBREC1PIENT further agrees to comply with these "Section 3" requirements and to include the
following language in all subcontracts executed under this Agreement:
"The work to be performed under this Agreement is a project assisted under a program
providing direct Federal financial assistance from HUD and is subject to the
requirements of Section 3 of the F-Iousing and Urban Development Act of 1968, as
amended (12 U.S.C. 1701). Section 3 requires that to the greatest extent feasible
opportunities for training and employment be given to low- and very low-income
residents of the project area, and that contracts for work in connection with the project
lmmokalcc Non-Profit Housing,Inc.
d/b/a
lmmokalec Housing&Family Services
CDBG(CDS 13-04)
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be awarded to business concerns that provide economic opportunities for low- and very
low-income persons residing in the metropolitan area in which the project is located."
The SUBREC1P1ENT further agrees to ensure that opportunities for training and employment arising in
connection with a housing rehabilitation (including reduction and abatement of lead-based paint
hazards), housing construction, or other public construction project are given to low- and very low-
income persons residing within the metropolitan area in which the CDBG-funded project is located;
where feasible, priority should be given to low- and very low-income persons within the service area of
the project or the neighborhood in which the project is located, and to low- and very low-income
participants in other HUD programs; and award contracts for work undertaken in connection with a
housing rehabilitation (including reduction and abatement of lead-based paint hazards), housing
construction, or other public construction project to business concerns that provide economic
opportunities for low- and very low-income persons residing within the metropolitan area in which the
CDBG-funded project is located; where feasible, priority should be given to business concerns that
provide economic opportunities to low- and very low-income residents within the service area or the
neighborhood in which the project is located, and to low- and very low-income participants in other
HUD programs.
The SUBRECIPIENT certifies and agrees that no contractual or other legal incapacity exists that would
prevent compliance with these requirements.
9. Age Discrimination Act of 1975, Executive Order 11063, and Executive Order 11246 as amended by
Executive Orders 11375, 11478, 12107 and 12086.
10. Contract Work Hours and Safety Standards Act,40 USC 327-332.
11. Section 504 of the Rehabilitation Act of 1973,29 USC 776(b) (5),24 CFR 570,614 Subpart K.
12. The Americans with Disabilities Act of 1990
13. Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended.
14. 29 CFR Parts 3 and 5 - Regulations which prescribe the payment of prevailing wages and the use of
apprentices and trainees on federally assisted projects as mandated by the Davis-Bacon Act. HUD Form
4010 must be included in all construction contracts funded by CDBG. (See 42 USC 276a and 24 CFR
135.11(c)).
15, Executive Order 11914 - Prohibits discrimination with respect to the handicapped in federally assisted
projects.
16, Executive Order 1 1625 and U.S. Department of Housing and Urban Development Circular Letter 79-45 -
which prescribes goal percentages for participation of minority businesses in Community Development
Block Grant Contracts.
17. The SUBRECIPIENT agrees to comply with the non-discrimination in employment and contracting
opportunities laws,regulations, and executive orders referenced in 24 CFR 570.607,as revised by Executive
Order 13279.The applicable non-discrimination provisions in Section 109 of the HCDA are still applicable.
tmrnokalce Non-Profit Mousing,Inc.
d/b/a
Immokalee Housing&Family Services
CDSC(CDS 13-04)
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18. Public Law 100-430 - the Fair Housing Amendments Act of 1988.
19. 24 CFR 84 - Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher
Education, Hospitals and Other Non-Profit Organizations and specified by the following subsections:
9 Subpart A—General;
• Subpart B —Pre-Award Requirements,except for 84.12, Forms for Applying for Federal Assistance;
o Subpart C—Post-Award Requirements, except for:
o Section 84.22, Payment Requirements- Grantees shall follow the standards of 85.20(b)(7)
and 85.21 in making payments to SUBRECIPIENTs;
o Section 84.23, Cost Sharing and Matching;
o Section 84.24, Program Income — in lieu of 84.24 CDBG SUBRECIPIENTs shall follow
570,504;
o Section 84.25, Revision of Budget and Program Plans;
o Section 84.32, Real Property — In lieu of 84.32, CDBG SUBRECIPIENTs shall follow
570.505;
o Section 84.34(g), Equipment—In lieu of the disposition provisions of 84.34(g) the following
applies:
• In all cases in which equipment is sold, the proceeds shall be program income (pro-
rated to reflect the extent to which CDBG funds were used to acquire the equipment);
and
▪ Equipment not needed by the SUBRECIPIENT for CDBG activities shall be
transferred to the recipient for the CDBG program or shall be retained after
compensating the recipient;
o Section 84,35, Supplies and other Expendable Property
o Section 84.51(b), (c), (d), (e), (f) and (h),Monitoring and Reporting Program Performance;
o Section 84.52, Financial Reporting;
o Section 84.53(b), Retention and Access Requirements for Records. Section 84.53(b) applies
with the following exceptions:
• The retention period referenced in 84.53(b) pertaining to individual CDBG activities
shall be four years; and
• The retention period starts from the date of submission of the annual performance and
evaluation report, as prescribed in 24 CFR 91.520, in which the specific activity is
reported on for the final time rather than from the date of submission of the final
expenditure report for the award;
o Section 84.61, Termination - In lieu of the provisions of 84.61, CDBG SUBRECIPIENTs
shall comply with 570.503(6)(7); and
• Subpart D—After-the-Award Requirements—except for 84,71, Closeout Procedures
20. 24 CFR 85 - Administrative Requirements for Grants and Agreements to State and Local Governments shall
be followed for sub recipients that are governmental entities.
21, Immigration Reform and Control Act of 1986 as located at 8 USC 1324, et seq. and regulations relating
thereto. Failure by the SUBRECIP1ENT to comply with the laws referenced herein shall constitute a breach
I mmokalee Non-Profit Housing,Inc.
d/b/a
Itnrnokalee Housing Sc.Family Services
CDBG(CDS 13-04)
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of this agreement, and the County shall have the discretion to unilaterally terminate this agreement
immediately.
22. Prohibition Of Gifts To County Employees -No organization or individual shall offer or give,either directly
or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in
Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and
County Administrative Procedure 5311.
23. Order of Precedence - In the event of any conflict between or among the terms of any of the Contract
Documents, the terms of the Agreement shall take precedence over the terms of all other Contract
Documents, except the terms of any Supplemental Conditions shall take precedence over the Agreement. To
the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the
Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more
strict or costly obligation under the Contract Documents upon the Contractor at Owner's discretion.
24. Dispute Resolution - Prior to the initiation of any action or proceeding permitted by this Agreement to
resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes
by negotiation. Any situations when negotiations, litigation and/or mediation shall be attended by
representatives of SUBRECIPIENT with full decision-making authority and by COUNTY'S staff person
who would make the presentation of any settlement reached during negotiations to COUNTY for approval.
Failing resolution, and prior to the commencement of depositions in any litigation between the parties
arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an
agreed-upon Circuit Court Mediator certified by the State of Florida, Should either party fail to submit to
mediation as required hereunder, the other party may obtain a court order requiring mediation under §
44.102, Florida Statutes. The litigation arising out of this Agreement shall be Collier County, Florida, if in
state court and the US District Court, 20th Judicial Court of Florida, if in federal court. BY ENTERING
INTO THIS AGREEMENT, COLLIER COUNTY AND THE SUBRECIPIENT EXPRESSLY WANE
ANY RIGHTS EITHER PARTY MAY HAVE TO A TRJAL BY JURY OF ANY CIVIL LITIGATION
RELATED TO, OR ARISING OUT OF,THIS AGREEMENT.
25. The SUBRECIPIENT agrees to comply with the following requirements:
a. Clean Air Act,41 USC 7401, et seg.
b. Federal Water Pollution Control Act,33 USC 125I, el seq.,as amended.
26. In accordance with the requirements of the Flood Disaster Protection Act of 1973 (42 USC 4002 and 24
CFR 570.605 Subpart K), the SUBRECIPIENT shall assure that for activities located in an area identified
by FEMA as having special flood hazards, flood insurance under the National Flood Insurance Program is
obtained and maintained. If appropriate, a letter of map amendment(LOMA)may be obtained from FEMA,
which would satisfy this requirement and/or reduce the cost of said flood insurance.
27. The SUBRECIPIENT agrees that any construction or rehabilitation of residential structures with assistance
provided under this contract shall be subject to HUD Lead-Based Paint Poisoning Prevention Act found at
24 CFR 570,608, Subpart K.
28. The SUBRECIPIENT agrees to comply with the Historic Preservation requirements set forth in the National
Historic Preservation Act of 1966, as amended (16 U.S.C. 470)and the procedures set forth in 36 CFR Part
800, Advisory Council on Historic Preservation Procedures for Protection of Historic Properties, insofar as
Immokalee tion-Protit Housing,Inc,
d/b/a
fmmokalee Housing&Family Services
CDBG(CDS 13-04)
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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.
29. The SUBRECIPIENT must certify that it will provide drug-free workplaces in accordance with the Drug-
Free Workplace Act of 1988 (41 USC 701).
30. The SUBRECIPIENT certifies that neither it, nor its principals, is presently debarred, suspended, proposed
for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any
Federal Department or agency; and, that the SUBRECIPIENT shall not knowingly enter into any lower tier
contract, or other covered transaction, with a person who is similarly debarred or suspended from
participating in this covered transaction as outlined in 24 CFR 570.609, Subpart K.
31. The SUBRECIPIENT agrees to comply with the following OMB Circulars whichever is applicable, and
agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal
controls, and maintain necessary source documentation for all costs incurred.
States,J2ca.lients,and Indian Tribes follow:
• A-87 for Cost Principles
• A-102 for Administrative Requirements
Educational Institutions (even if part of a State or local government)follow:
• A-21 for Cost Principles
• A-110 for Administrative Requirements
Non-Profit Organizations follow:
• A-122 for Cost Principles
• A-110 for Administrative Requirements
32. Audits shall be conducted annually and shall be submitted to the COUNTY one hundred eighty (180) days
after the end of the SUI3RECIPIENT's fiscal year. The SUBRECIPIENT shall comply with the
requirements and standards of OMB A-133, Audits of States, Local Governments, and Non-Profit
Organizations. If this Agreement is closed out prior to the receipt of an audit report, the COUNTY reserves
the right to recover any disallowed costs identified in an audit after such closeout.
33. Any real property acquired by the SUBRECIPIENT for the purpose of carrying on the projects stated
herein, and approved by the COUNTY in accordance with the Uniform Relocation Assistance and Real
Property Acquisition Policies Act of 1970 and 49 CFR 24.I01, shall be subject to the provisions of CDBG
including, but not limited to, the provisions on use and disposition of property. Any real property within the
SUBRECIPIENT control, which is acquired or improved in whole or part with CDBG funds in excess of
$25,000, must adhere to the CDBG Regulations at 24 CFR 570.505.
34. As provided in § 287.133, Florida Statutes by entering into this Agreement or performing any work in
furtherance hereof, the SUBRECIPIENT certifies that it, its affiliates, suppliers, subcontractors and
consultants who will perform hereunder, have not been placed on the convicted vendor list maintained by
the State of Florida Department of Management Services within the 36 months immediately preceding the
date hereof. This notice is required by§287.133 (3) (a),Florida Statutes.
Immokafee Non-Profit Housing, Inc.
d/b/a
Imrnokalec Housing&Family Services
CDBG(CDS 13-04)
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35. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, 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, the undersigned shall complete and submit
Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions.
The undersigned shall require that the language of this certification be included in the award documents
for all sub-awards at all tiers (including subcontracts, sub-grants, contracts under grants, loans, and
cooperative agreements)and that all SUBRECIPIENTS shall certify and disclose accordingly.
36. Travel reimbursement will be based on the U.S. General Services Administration(GSA)per diem rates in
effect at the time of travel.
37. Any rule or regulation determined to be applicable by HUD.
38. Florida Statutes 713.20, Part 1,Construction Liens
39. Florida Statutes, 119.021 Records Retention
Immokafee Non-Profit Housing,Inc.
d/b/a
Immokafee Housing&Family Services
CDBG(CDS 13-04)
Sanders Pines Playground Upgrades Page 27 of 27
Packet Page -939-
5/24/2016 16.D.11 .
DECLARATION OF RESTRICTIVE COVENANTS
This Declaration of Restrictive Covenants, hereinafter referred to as Declaration, is made and
entered into on the a`i day of 8,0c--t " , 2014, by IMMOKALEE NON-PROFIT
HOUSING, INC. d/b/a IMMOKALEE HOUSING & FAMILY SERVICES, hereinafter referred to
as "IHFS" in favor and for the benefit of Collier County. a political subdivision of the State of
Florida, hereinafter referred to as "COUNTY"for property legally described as:
The North 1/2 of the West 1/2 of the North 1/2 of the Southeast 1/4 of the
Northwest 1/4, Section 32, Township 46 South, Range 29 East, Collier
County, Florida.
hereinafter referred to as "Property". INSTR 5111988 OR 5143 PG 1132
RECORDED 4/22/2015 3:39 PM PAGES 3
Parcel Number�i0082961 f09 DWIGHT E. BROOK,CLERK OF THE CIRCUIT COURT
COLLIER COUNTY FLORIDA
REC$27.00
WITNESSETH:
1. IHFS agrees to all requirements of the Community Development Block Grant (CDBG)
Program in acceptance of CDBG funding from COUNTY for playground equipment and
upgrades located at 2488 Sanders Pines Circle, Immokalee, Fl 34142, and the terms of
the Agreement between Collier County and IHFS, dated May 14, 2013, as it may be
modified.
2. IHFS, its successors or assigns, shall use Property to meet one of the CDBG National
Objectives for a period of five (5) years commencing on the date of initially meeting one
of the National Objectives in accordance with 24 CFR 570.505 (the "Term"), Collier •
County's Community and Human Services Department must approve all changes in use
of the Property in accordance with CDBG revisions of assets set forth in 24 CFR
570.503 (b)(7).
3. In the event IHFS fails to use Property for the purposes set forth herein expressly or by
reference, IHFS agrees to transfer the ownership of the property to County or dispose of
the property in compliance with 24 CFR 570.505, CDBG use requirements, in an amount
equal to the fair market value of the property less any portion of the value attributable to
expenditures of non-CDBG funds for the acquisition of, or improvement to, the property,
4. IHFS agrees to maintain Property in compliance with local codes and in a safe, decent
and sanitary condition, which shall include repairs and maintenance duties to the
Property to extend the life of the dwelling. Further, IHFS agrees to comply with all local,
State and Federal requirements specific to funding sources attached to this property as
instructed by the Collier County Community and Human Services Department.
5. The County may approve such action as may be necessary to allow the transfer,
conveyance, assignment, leasing, mortgaging or encumbering of the Property or to
accomplish the acts described above.
•
•
• Packet Page-940-
5/24/2016 16.D.11.
6. This Declaration of Restrictive Covenants set forth herein regulating and restricting the
use and occupancy of the Property (i) shall be and are covenants running with the
Property, encumbering the Property for the term of this Declaration, and binding, upon
the Recipient's successors in title and all subsequent owners of the Property, (ii) are not
merely personal covenants of the Recipient, and (iii) shall bind the Recipient and its
respective successors and assigns during the term of this Declaration. All approvals
shall be in writing and approved by the Collier County Board of County Commissioners.
7. Any and all requirements of the laws of the State of Florida to be satisfied in order for the
provisions of this Declaration to constitute deed restrictions and covenants running with
the land shall be deemed to be satisfied in full, and that any requirements or privileges of •
estate are intended to be satisfied, or in the alternate, that an equitable servitude has
been created to ensure that these restrictions run with the land.
8. The invalidity of any clause, part or provision of this Declaration and Restrictive
Covenants shall not affect the validity of the remaining portions thereof.
9. Collier County shall have the right to enforce the terms, provisions and restrictions of this
Declaration of Restrictive Covenants for five (5) year in compliance with the May 14,
2013 CDBG Grant Agreement and 24 CFR 570, et. seq. Any forbearance on behalf of
Collier County to exercise its right of enforcement hereunder shall not be deemed or
construed to be a waiver of either of their rights hereunder.
For the term of this Declaration, each and every contract, deed, or other instrument hereafter
executed conveying the property or portion thereof shall expressly provide that such
conveyance is subject to this Declaration, provided, however, that these covenants contained
herein shall survive and be effective regardless of whether such contracts, deed or other
instrument conveyance is subject to this Declaration.
Upon expiration of the period during which IHFS is obligated to operate the Property in
accordance with the May 14, 2013 CDBG Grant Agreement and 24 CFR 570, et. seq., this
Declaration shall terminate and shall no longer be effective.
[SIGNATURE AND NOTARY PAGE TO FOLLOW)
Packet Page -941-
5/24/2016 16.D.11 .
IMMOKALEE NON-PROFIT HOUSING,
INC. d/b/a IMMOKALEE HOUSING &
FAMILY SERVICES
( r %
By: •
• t2 Print: f `) Y1 4 k'.z1
Witness S• naturer ( Title: 1C) r� . t`-.45
Print: _a 1Tft�d
Witness Signature__
Print A t_t, r
STATE OF FLORIDA
COUNTY OF COLLIER
� Sworn t and,.utas ribed before me this ay O,t .:k U�k,5,C- , 2014 by
c-Ak5o.1'� LA . (i \cQY\ (name), - .LCev � a-1 -C_ vttitlej, on behalf
of COLLIER COUNTY,who is personally known to me or has produced Cr N 3 S `j 7 3, .2 60'3 o
as identification. F I-
WITNESS my hand and official seal this ,26( day of (,e_7( i3=1()--
2014.
) ()--2014.
6(affix notarial seal) 'd( . )1t
(Signature Notary Public)
(Print Name of Notary Public)
NOTARY PUBLIC
Serial/Commission:
My Commission Expires:
. NA M.RIVERA
: - • Commission#FF 062527
Approved as to form and legality: F Expires December 30,2017
•, ' 9mdd Thu Tsar Fra Into it i 100x6401/
E i+r
JENNIFER A. BELRE DIO (j'j kr.
Assistant County Aft. •'-y `
•
•
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5/24/2016 16.D.11 .
•
SUBORDINATION AGREEMENT
THIS SUBORDINATION AGREEMENT(this"Agreement")is entered into this,day
of May, 2016 by and among COLLIER COUNTY, a political subdivision of the State of Florida,
with an address of 3339 E. Tamiami Trail, Naples, Florida 34112 ("County"), COMMUNITY •
HOUSING CAPITAL, INC., a California non-profit public benefit corporation, with a business
address of 402 E. Howard Avenue, Decatur, Georgia 30030 (together with its successors and/or
assigns, "Senior Lender"), and OAK MARSH, LLC, a Florida limited liability company, with a
business address of c/o Rural Neighborhoods, Incorporated, 19308 SW 380th Street, P.O. Box
•
343529,Florida City,Florida 3303("Borrower").
Definitions
The following terms shall have the meanings assigned to them:
Borrower: OAK MARSH, LLC,a Florida limited liability company,with an
address of c/o Rural Neighborhoods, Incorporated, 19308 SW
380th Street,P.O.Box 343529,Florida City,Florida 33034.
Collateral: Collectively, all property now or hereafter pledged, mortgaged,
assigned,hypothecated or otherwise provided to Senior Lender as
collateral security for Borrower's obligations under the Senior
Loan, whether to secure the Senior Lender Note or any other
instrument,indebtedness or undertaking.
i
political...subdivision of„the State. of
Florida,with an address of 3339."E. Tamtami `frail, Napier,
Florida 34112.
County Grant Agreements: Collectively, (i) the Agreement between Collier County and
Immokalee Non-Profit Housing, Inc.d/b/a Immokalee Housing&
Family,Sanders Pines Playground Upgrades,dated May 14,2013,
and (ii) the Agreement between Collier County and Immokalee
Non-Profit Housing, Inc. d/b/a lmmokalee Housing & Family,
Timber Ridge (Carl C, Kuehner) Community Center dated May
14,2013.
County Restrictions: . Collectively (i) the Declaration of Restrictive Covenants granted
by Immokalee Non-Profit Housing,Inc. d/b/a Immokalee Housing
& Family Services for the benefit of the County,dated October
29,2014 and recorded April 22,2015 with the Clerk of the Circuit
Court, Collier County Florida in Book 5143, Page 1132, and (ii)
the Declaration of Restrictive Covenants granted by Immokalee
Non-Profit Housing, Inc, d/b/a Immokalee Housing & Family
Services for the benefit of the County,dated October 29,2014 and
recorded April 22, 2015 with the Clerk of the Circuit Court,
• Collier County Florida in Book 5143,Page 1135,
Packet Page -943-
5/24/2016 16.D.11 .
Mortgaged Property; The real estate located at
as more particularly described in the Senior Lender Mortgage.
[descriptions/addresses to be cunfiruled'
Senior Lender; COMMUNITY HOUSING CAPITAL, INC., a California non-
profit public benefit corporation, with a business address of 402
E.Howard Avenue,Decatur,Georgia 30030.
Senior Lender Mortgage: That certain Mortgage, Assignment of Leases and Rents, Security
Agreement and Fixture Filing granted by Borrower for the benefit
of Senior Lender to secure the Senior Lender Note and recorded
herewith,
•
Senior Lender Note; That certain Promissory Note dated May—, 2016 by Borrower,
as maker, to Senior Lender, as payee, in the principal amount of
One Million Five Hundred Thousand and 00/100 Dollars
($1,500,000.00),
Senior Loan: The loan from Senior Lender to Borrower in the original principal
amount of' $1,500,000,00, as evidenced by the Senior Lender
Note.
Senior Loan Documents: The Senior Lender Mortgage, Senior Lender Note and all other
mortgages,assignments,security agreements,pledges,agreements
or instruments granting to the Senior Lender a security interest in
lagnal:anv Cp.Llar�ra! .;a
Aereernent
For valuable consideration, the receipt and sufficiency of which are mutually
acknowledged,the parties agree as follows:
I. GENERAL SUBORDINATION. The obligations of Borrower under the County
Restrictions and the County Grant Agreements shall be subordinate in all respects, payment, lien
and bankruptcy, to the obligations of Borrower under the Senior Loan Documents, including,
without limitation, the Senior Lender Mortgage and the Senior Lender Note. The County
Restrictions and the liens created thereunder shall be subject and subordinate to(i)the lien created
by,as well as to all of the terms, covenants and conditions contained in,each of the Senior Loan
Documents,and (ii)any and all advances secured by the Senior Loan Documents,whether prior to
or subsequent to the execution and recording of this Agreement,including,without limitation,any
and all increases therein made or incurred with respect to principal, interest and other charges •
•
payable to Senior Lender and secured by the Senior Loan Documents or to preserve the Mortgaged ••
Property or the priority of the lien of the Senior Lender Mortgage, or the collection of any •
indebtedness secured by the Senior Loan Documents(all of the foregoing clauses(i)and (ii)are
collectively referred to as the"Senior Lender Debt").
•
-2-
•:1
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5/24/2016 16.D.11 .
•
2. INSURANCE PROCEEDS/CONDEMNATION AWARDS. County, and its successors
or assigns or any other legal holder of the County Restrictions,agrees to and does subordinate unto
the legal holders of the Senior Lender Mortgage all right, title, interest or claim, if any,up to the
amount of the Senior Lender Debt, in and to the proceeds of all(1)policies of insurance covering
the Mortgaged Property,and (ii)awards or other compensation made for any taking of any part of
the Mortgaged Property, provided that the same shall be used to pay the Senior Lender Debt. In
the event that following the application and disposition of the insurance proceeds and
•
• condemnation award and other compensation in accordance with the above,any balance remains,
•
then such excess shall be made payable to the persons legally entitled to the same.
•
3. DEFAULT,FORECLOSURE AND ENFORCEMENT OF RIGHTS.
a. So long as the Senior Loan Documents remain outstanding, County shall provide Senior
Lender with copies of all notices of default under the County Restrictions or the County
Grant Agreements. County herby agrees that, without Senior Lender's prior written
consent,County shall not commence any proceeding to enforce the County Restrictions,or
otherwise demand payment of amounts owed by Borrower under the County Grant •
Agreements.
b. So long as the Senior Loan Documents remain outstanding, Senior Lender agrees to send
County copies of any written notice of default or the commencement of any proceedings to
foreclose the Senior Lender Mortgage; provided, however, that the failure to send such
copies of notices shall not affect the validity of any notice given to Borrower or otherwise
affect such foreclosure proceedings or the validity of this Agreement. County shall have
the right, but not the obligation, to cure defaults within the applicable cure period for
Borrower.
4, .. SEA 1OR LOAM IINCKEAs1:7. cdurity agrees that in•the event that Seliiol' thiel
increases the amount of the Senior Loan,County will execute whatever additional documents may
be reasonably required by Senior Lender to be assured that the County Restrictions and County ••
Grant Agreements and Borrower's obligations thereunder are subordinate to the Senior Loan and ••
•
the Senior Loan Documents as they may be increased and/or amended, i
S. SUBORDINATION OF PAYMENTS. County agrees that no payments,prepayments or
other distributions will be payable under the terms of the County Grant Agreements from the
income of Borrower unless at the time of such payment, prepayment or distribution, the income
generated by Borrower,as demonstrated by Borrower's audited or certified financial statements,is
sufficient to pay in a timely manner(i)all operating expenses necessary to operate properly the
Mortgaged Property, (ii)required contributions to reserves for replacements, and(iii)ail amounts
due and payable under the Senior Loan Documents. In the event of a default under the Senior
Loan Documents, no payments will be accepted from Borrower without the prior written consent
of Senior Lender. In the event County receives any payment or other distribution of any kind from
Borrower or from any source whatsoever in respect to the County Grant Agreements or the County
Restrictions,other than as permitted above,such payment or other distribution shall be received in
trust for Senior Lender and forwarded promptly to Senior Lender. •••
•
6. SUBORDINATE LOAN AMENDMENTS, The County Grant Agreements and the •
•
County Restrictions shall not be modified or amended in any manner without prior written consent ••
•
of Senior Lender,which consent shall not be unreasonably withheld or delayed. ••
•
•
-3-
•
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5/24/2016 16.D.11 .
7. NOTICES. All notices, demands, and other communications made hereunder shall be in
writing and given by hand, by nationally recognized overnight delivery service, or by certified or
registered first class mail, return receipt requested, postage prepaid and addressed to the intended
recipient at its address, as specified in this Agreement, Each of the foregoing addresses may be
changed upon fifteen(15) days' prior written notice given by any of the foregoing prescribed
methods. All notices shall be deemed to have been given,delivered,and received on the earlier of
(i)actual receipt or (ii)the tender of delivery by one of the above prescribed methods during
normal business hours at the specified address.
8. BANKRUPTCY. County will not, without the prior written consent of Senior Lender,
commence or join with any other creditor in commencing any bankruptcy, reorganization or
insolvency proceedings with respect to Borrower.
9. MISCELLANEOUS.
a. This Agreement shall be governed by the laws of the State of Florida and shall inure to the
benefit of, and be binding upon, the undersigned and their respective successors and
assigns.
b. The provisions of this Agreement are intended solely for the purpose of defining the
relative rights of the parties and shall remain in effect so long as the Senior Loan
Documents and the County Restrictions remain outstanding. Notwithstanding any other
provision hereof,this Agreement shall terminate without the requirement of any recorded
instrument upon the recording of a discharge of the Senior Lender Mortgage or the County
Restrictions.
c, Nothing contained herein is intended to or shall impair the obligations of Bon-ower to
Senior Lender or County. as p Except otherwise provided herein,therig ht of the.ptarties.to,...
- ` l.; � ^ �-^ • .._,;_ ra..a.:.,v:I, e7" siio !•E,i vviuvut Juuluv� uv u7ey tailor. tSci'ill'0�413f1iG11"Cjr ullYull CU •
•
(0 by any act or failure to act on the part of any of the parties, including, without
limitation, any forbearance, waiver, consent, compromise, amendment, extension or
renewal with respect to Borrower's obligations to a party or any taking or release of or •
failure to protect or preserve any property of.Borrower or (ii)by noncompliance by
Borrower with the terms of this Agreement. j
[signatures on following page]
•4-
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5/24/2016 16.D.11 .
IN WITNESS WHEREOF,each party to this Agreement has executed and delivered this
Agreement or has caused this Agreement to be signed and delivered by its duly authorized
representative under seal,effective as of the date first set forth above.
ATTEST: COLLIER COUNTY
DWIGHT E.BROCK,CLERK
By;
,DEPUTY CLERK DONNA FIALA,CHAIRMAN
Approved for form and legality:
Jennifer A.Belpedioss�
Assistant County Attorney :�
tx
•
.5.
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5/24/2016 16.D.11 .
IN WITNESS WHEREOF,each party to this Agreement has executed and delivered this
Agreement or has caused this Agreement to be signed and delivered by its duly authorized.
representative under seal,effective as of the date first set forth above.
COMMUNITY HOUSING CAPITAL,]INC.
-
i
%' .:/_
•
Name: David U.Landis,II
Title; SVP/C00
STATE OF GEORGIA
DeKalb County
On this lk day of M .'\ , 2016, before me, the undersigned notary public,
personally appeared David U. Landis, II, as SVP/COO of Community Housing Capital, Inc.,
proved to me through satisfactory evidence of identification, which was [ ] a state driver's license
on the preceding or attached document, and acknowledged to me that he signed it voluntarily for
its stated purpose.
G
Notary ublic
...de A�o = My commission expires:
il� �' g qt
a:!�
1/4t ,
ou
�4l�-vbxsiLo•`�4•s
-6-
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5/24/2016 16.D.11 .
EXIIIBIT A-1
Legal Description: Timber Ridge Parcel
All that real property situate, lying and being in Collier County, Florida more particularly
described as follows:
Parcel 1:
Lots 25 to 59, inclusive,TIMBER RIDGE UNIT TWO,according to the plat thereof recorded in
Plat Book 25, pages 40 and 41, of the public records of Collier County, Florida.
Parcel 2:
Tract A,TIMBER RIDGE UNIT TWO, according to the plat thereof recorded in Plat Book 25,
pages 40 and 41, of the public records of Collier County,Florida.
Parcel 3:
Non-exclusive easement for drainage and utility installation, maintenance and management
purposes created in Grant of Non-Exclusive Cross Easement recorded in Official Records Book
2048,page 606, of the public records of Collier County, Florida, over, upon and across the
following described property:
The Westerly 15 feet of Lot 24, and the Southerly 7.5 feet of Lots 18 through 24,
-1`4RE p.jpicw HITT,f 2717 ar,.•r'rdi t t 1. t t1, er .rte Dl ,P-clnk 24
pages 1 and 2, of the public records of Collier County, Florida.
Packet Page-949- '1.;;
5/24/2016 16.D.11 .
EXHIBIT A-2
Legal Description: Sanders Pines Parcel
The North one-half of the West one-half of the North one-half of the Southeast one-
quarter of the Northwest one-quarter of Section 32, Township 46 South, Range 29 East,
Collier County, Florida.
Packet Page -950-
5/24/2016 16.D.11.
IN WITNESS WHEREOF, each party to this Agreement has executed and delivered this
Agreement or has caused this Agreement to be signed and delivered by its duly authorized
representative under seal,effective as of(he date first set forth above,
BORROWER:
OAK MARSH,LLC,
a Florida limited liability company
By: EVERGLADES HOUSING TRUST
INCORPORATED,a Florida not-for-
profit corporation, its Sole Member
By:
Name: ..,s ie.,-
Title: p^i '.•., ;
State of Florida
County of Collier
fir
Sworn to(or affirmed)and subscribed before me this 4e day of/14,7
2016
By ,m J' /}
•' +..3'Y'�Y .+
.
of
S
--'• 1(R....f4_d d.�fJa.,F r`o"'C:' l! e" `,y/' �' � �(,`
"Personally Known
Produced Identification
• Type and U of ID
(Signature of Notary)
(Name of Notary Typed,Stamped,or Printed)
NgtarY30,9 ,State 4Eibi,r d,DALES
4 .�.�1i .`r' Notary Public-State of Florida
a4;17
•c My Comm.CommissiExopiresn!f .1FFrd34748 26.2017 ,0
�Jf 1J� 1 �
,, ..c,
Bonded Through Nalionaf Notary Assn.
-7-
•
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THIS INSTRUMENT PREPARED Draft#1 04/27/2016
BY AND RETURN TO: NCN File No.: 391.00873
Nabors Giblin&Nickerson,P.A.
Junious D.Brown III,Esquire
1500 Mahan Drive,Suite 200
Tallahassee,Florida 32308
ABOVE SPACE RESERVED FOR
RECORDING PURPOSES ONLY
SUBORDINATION AGREEMENT
(Second Mortgage and Third Mortgage)
(Timber Ridge at Sanders Pines Reserve/SAIL/1994S-003/
RFA 2014-111 /2014-426S)
THIS SUBORDINATION AGREEMENT (this "Agreement") is made and entered
into as of , 2016, by and among (i) FLORIDA HOUSING FINANCE
CORPORATION, a public body corporate and politic duly created and existing under the laws
of the State of Florida (together with its successors and assigns, the "Senior Lender"), (ii)
COLLIER COUNTY, FLORIDA, a political subdivision of the State of Florida (the
"Subordinate Grantor"), and (v) OAK MARSH, LLC, a Florida limited liability company (the
"Borrower").
1tLCiTALS
A. Senior Lender made a loan to Timber Ridge of Immokalee, Limited Partnership, a
Florida limited partnership (the "Prior Borrower"), under the State Apartment Incentive Loan
("SAIL") Program in accordance with Section 420.5087, Fla. Stat., and the rules of Florida
Housing, as codified at Chapters 91-35, Fla. Admin. Code, in the original principal amount of
FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000), currently outstanding in
the principal amount of $ , which loan has been assumed by Borrower on the date
hereof pursuant to that certain Assignment and Assumption Agreement dated as of the date
hereof among Florida Housing, Borrower, and Prior Borrower (the "Assignment"), to be
recorded in the Public Records of Collier County, Florida (the "Existing SAIL Loan"). The
Existing SAIL Loan is secured by that certain Mortgage and Security Agreement, dated as of
April 10, 1995 and recorded April 12, 1995, in Official Records Book 2048, Page 673, as
affected by that certain Collateral Assignment of Leases, Rents and Contract Rights dated as of
April 10, 1995 and recorded April 12, 1995, in Official Records Book 2048, Page 700, and as
further affected by the Assignment, all of the Public Records of Collier County, Florida
(collectively, the "Existing SAIL Security Instrument") on a multifamily rental housing
development located on certain real property in Collier County, Florida, and known as Timber
Ridge. The Borrower's obligation to repay the Existing SAIL Loan is evidenced by an Amended
Subordination Agt(Second Mortg.and Third Mortg.)
(Timber Ridge at Sanders Pines Reserve/SAIL/1994S-003/
RFA 2014-111/2014-426S)
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5/24/2016 16.D.11 .
and Restated Promissory Note, dated May , 2016 (the "Existing SAIL Note"), and is due in
full on May , 2033.
B. Senior Lender has also made a loan to Borrower of SAIL Program funds
under the Florida Housing Finance Corporation Request for Applications 2014-117, in effect as
of December 19, 2014, and the SAIL Program., Section 420.5087, Fla. Stat., and governed by the
rules of Florida Housing, as codified at Chapter 67-53, Fla. Admin. Code, in effect as of August
20, 2009, in the original principal amount of $2,215,000.00 (the "New SAIL Loan" and,
together with the Existing SAIL Loan, the "Senior Loan"). The New SAIL Loan has been
secured by a Mortgage and Security Agreement dated as of May—, 2016, made by Borrower to
and in favor of Senior Lender, to be recorded in the Public Records of Collier County, Florida
(the "New SAIL Security Agreement" and, together with the Existing SAIL Security
Agreement, the "Senior Security Instrument") on a multifamily rental housing development
located on certain real property in Collier County, Florida, and known as Timber Ridge at
Sanders Pines Reserve (the "Property"). The Property is more fully described in Exhibit "A"
attached hereto. The Borrower's obligation to repay the New SAIL Loan is evidenced by a
Promissory Note, dated as of May , 2016 (the "New SAIL Note" and, together with the
Existing SAIL Note,the "Senior Note"), and is due in full on May_, 2033.
C. In connection with the Senior Loan, the Borrower and the Senior Lender have
entered into that certain Land Use Restriction Agreement dated as of May 2016 (the "Senior
Land Use Restriction Agreement"),which Senior Land Use Restriction Agreement governs the
use and operating of the Property.
D. The Borrower's obligations to Senior Lender under the Senior Note (the "Senior
Indebtedness") are secured by the Senior Security Instrument. The Senior Security Instrument,
.:. .. .. _
JGtYVIV"VlG, .:» Kn "l.vatvfav „Agreement utnt-b1 . ..:.,
contemplated therein or evidencing or securing the Senior Indebtedness are herein collectively
referred to as the"Senior Loan Documents".
E. Immolcalee Non-Profit Housing, Inc. d/b/a Immokalee Housing & Family
Services ("IHFS") obtained a grant under the Community Development Block Grant Program
administered by the Subordinate Grantor in the amount of$18,250 (the "Subordinate Grant")
in connection with certain upgrades to the Community Center located on the Property, pursuant
to that certain Agreement Between Collier County and Immokalee Non-Profit Housing, Inc.
d/b/a Immokalee Housing & Family Services Timber Ridge (Carl J. Kuehner) Community
Center Upgrades dated May 14, 2013, as assigned to and assumed by Borrower pursuant to that
certain [Assignment of CDBG Agreement] dated as of May , 2016 (the "Grant
Assignment"), among the Subordinate Grantor, IHFS and Borrower (collectively, the
"Subordinate Grant Agreement").
F. The Borrower's obligations to the Subordinate Grantor under the Subordinate
Grant Agreement (the "Subordinate Obligations") are secured by a Declaration of Restrictive
Covenants dated October 29, 2014 and recorded April 22, 2015, in Official Records Book 5143,
Page 1135, as assigned to assumed by Borrower pursuant to the Grant Assignment, all of the
Public Records of Collier County, Florida (collectively, the "Subordinate Restrictions"). The
Subordinate Grant Agreement, the Subordinate Restrictions and all other agreements
Subordination Agt(Second Mortg.and Third Mortg.) 2
(Timber Ridge at Sanders Pines Reserve/SAIL/1994S-003/
RFA 2014-111/2014-4265)
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5/24/2016 16.D.11 .
contemplated therein or evidencing or securing the Subordinate Obligations are hereinafter
referred to as the"Subordinate Grant Documents").
G. The Borrower has requested that Senior Lender permit Subordinate Grantor to
maintain the lien and encumbrance of the Subordinate Restrictions on the Property and
subordinate such Subordinate Restrictions pursuant to the terms of this Agreement.
H. Senior Lender has agreed to permit the Subordinate Grantor to maintain the lien
and encumbrance of the Subordinate Restrictions on the Property subject to all of the conditions
contained in this Agreement.
NOW, THEREFORE, in order to induce the Senior Lender to permit the Subordinate
Grantor to maintain the lien and encumbrance of the Subordinate Restrictions on the Property,
and in consideration thereof, the Senior Lender, the Subordinate Grantor and the 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:
"Affiliate" means, when used with respect to a Person, any corporation, partnership,joint
venture, limited liability company, limited liability partnership, trust or individual controlled by,
under common control with, or which controls such Person (the term "control" for these
purposes shall mean the ability, whether by the ownership of shares or other equity interests, by
contract or otherwise, to elect a majority of the directors of a corporation, to make management
seonFT 4f o:, .o n"rep.--natrsi Cf.J.._�.°.'�.'r t..?2.�y-- Ti rl k ,f7'Y't3f .fi_.t_ii L.,...i.Sc ,Sc 4.t.`�.'it✓-i`s':icis_.. ......�_..-....,.._,
otherwise to have the power independently to remove and then select a majority of those
individuals exercising managerial authority over an entity, and control shall be conclusively
presumed in the case of the ownership of 50%or more of the equity interests).
"Borrower" means the Person named as such in the first paragraph of this Agreement
and any other Person (other than the Senior Lender) who acquires title to the Property after the
date of this Agreement.
"Business Day"means any day other than Saturday, Sunday or a day on which the Senior
Lender is not open for business.
"Default Notice" means: (a) a copy of the written notice from the Senior Lender to the
Borrower stating that a Senior Loan Default has occurred under the Senior Loan; or (b)a copy of
the written notice from the Subordinate Grantor to the Borrower stating that a Subordinate Grant
Default has occurred under the Subordinate Grant. Each Default Notice shall specify the default
upon which such Default Notice is based.
"Person means an individual, 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.
Subordination Agt(Second Mortg,and Third Mortg.) 3
(Timber Ridge at Sanders Pines Reserve/SAIL/1994S-003/
RFA 2014-111/2014-426S)
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"Senior Lender" means the Person named as such in the first paragraph on page 1 of this
Agreement and any other Person who becomes the legal holder of the Senior Note after the date
of this Agreement.
"Senior Loan Default" means the occurrence of an "Event of Default" as that term is
defined in the Senior Loan Documents.
"Senior Loan Documents" means the Senior Note, the Senior Security Instrument, the
Senior Land Use Restriction Agreement and all other documents evidencing, securing or
otherwise executed and delivered in connection with the Senior Loan.
"Subordinate Grantor" means the Person named as such in the first paragraph on page 1
of this Agreement and any other Person who becomes the legal holder of the Subordinate Note
after the date of this Agreement.
"Subordinate Grant Default" means a default by the Borrower in performing or
observing any of the terms, covenants or conditions in the Subordinate Grant Documents to be
performed or observed by it, which continues beyond any applicable period provided in the
Subordinate Grant Documents for curing the default.
"Subordinate Grant Documents" means the Subordinate Grant Documents defined in
the Recitals of this Agreement.
"Subordinate Restrictions" means the Subordinate Restrictions defined in the Recitals
of this Agreement.
2. Permission to Maintain Lien and Encumbrance of Subordinate Restrictions
Against Property.
The Senior Lender agrees, notwithstanding the prohibition against inferior liens and
encumbrances on the Property contained in the Senior Loan Documents and subject to the
provisions of this Agreement, to permit the Subordinate Grantor to maintain the lien and
encumbrance of the Subordinate Restrictions on the Property (which is subordinate in all
respects to the lien of the Senior Security Instrument, other than as set forth herein) to secure the
Borrower's obligations pursuant to the Subordinate Grant Agreement and all other obligations,
indebtedness and liabilities of the Borrower to the Subordinate Grantor under and in connection
with the Subordinate Grant.
3. Borrower and Subordinate Grantor Representations and Warranties.
The Borrower and the Subordinate Grantor each make the following representations and
warranties to the Senior Lender:
(a) The Borrower makes the following representations and warranties to the Senior
Lender:
Subordination Agt(Second Mortg.and Third Mortg.) 4
(Timber Ridge at Sanders Pines Reserve/SAIL/1994S-003/
RPA 2014-111/2014-426S)
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Subordinate Restrictions, The Subordinate Restrictions shall be deemed to
contain the following provision:
"The restrictions evidenced by and agreed to pursuant to this Declaration
of Restrictive Covenants are and shall be subordinate in right of payment to the
prior payment in full of the indebtedness evidenced by (i) an Amended and
Restated Promissory Note dated May 2016 in the original principal amount
of$ , and(ii) a Promissory Note dated May , 2016 in the original
principal amount of$2,215,000 (collectively, the "Senior Note") issued by OAK
MARSH, LLC, a Florida limited liability company ("Borrower") and payable to
Florida Housing Finance Corporation, its successors and assigns (the "Senior
Lender"), as their respective interests may appear, or order, to the extent and in
the manner provided in that certain Subordination Agreement, dated as of May
, 2016 (the "Subordination Agreement"), among the Senior Lender, IHFS and
COUNTY. This Declaration of Restrictive Covenants is and shall be subject and •
subordinate in all respects to the liens, terms, covenants and conditions of each of
the Mortgage and Security Agreement, securing the Senior Note, as more fully set
forth in the Subordination Agreement. The rights and remedies of Subordinate
Grantor and each subsequent holder of this Declaration of Restrictive Covenants
are subject to the restrictions and limitations set forth in the Subordination
Agreement. Each subsequent holder of this Declaration of Restrictive Covenants
shall be deemed, by virtue of such holder's acquisition of the Declaration of
Restrictive Covenants, to have agreed to perform and observe all of the terms,
covenants and conditions to be performed or observed by the Subordinate Grantor
• under the Subordination Agreement."
(b) The Subordinate Grantor makes the following representations and warranties to
the Senior Lender:
Subordinate Restrictions. The Subordinate Restrictions shall be deemed to
contain the following provision:
"The restrictions evidenced by and agreed to pursuant to this Declaration
of Restrictive Covenants are and shall be subordinate in right of payment to the
prior payment in full of the indebtedness evidenced by (i) an Amended and
Restated Promissory Note dated May _, 2016 in the original principal amount
of$ , and (ii) a Promissory Note dated May 2016 in the original
principal amount of$2,215,000 (collectively, the "Senior Note") issued by OAK
MARSH, LLC, a Florida limited liability company ("Borrower") and payable to
Florida I-Iousing Finance Corporation, its successors and assigns (the "Senior
Lender"), as their respective interests may appear, or order, to the extent and in
the manner provided in that certain Subordination Agreement, dated as of May
2016 (the "Subordination Agreement"), among the Senior Lender, IHFS and
COUNTY. This Declaration of Restrictive Covenants is and shall be subject and
subordinate in all respects to the liens, terms, covenants and conditions of each of
Subordination Agt(Second Mortg.and Third Mortg.) 5
(Timber Ridge at Sanders Pines Reserve/SAIL/1994S-003/
RFA 2014-111/2014-426S)
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the Mortgage and Security Agreement, securing the Senior Note, as more fully set
forth in the Subordination Agreement. The rights and remedies of Subordinate
Grantor and each subsequent holder of this Declaration of Restrictive Covenants
are subject to the restrictions and limitations set forth in the Subordination
Agreement. Each subsequent holder of this Declaration of Restrictive Covenants
shall be deemed, by virtue of such holder's acquisition of the Declaration of
Restrictive Covenants, to have agreed to perform and observe all of the terms,
covenants and conditions to be performed or observed by the Subordinate Grantor
under the Subordination Agreement."
4. Terms of Subordination.
(a) Agreement to Subordinate. The Senior Lender and the Subordinate Grantor
agree that: (i) the indebtedness and obligations evidenced by the Subordinate Grant Documents
are and shall be subordinated in right of payment, to the extent and in the manner provided in
this Agreement to the prior payment in full of the indebtedness evidenced by the Senior Loan
Documents, and (ii)the Subordinate Restrictions and the other Subordinate Grant Documents are
and shall be subject and subordinate in all respects to the liens, encumbrances, 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 (I) protecting or further securing the lien of the Senior Security
Instrument, curing defaults by the 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 Property).
tU� UIiLV[lFi; {{Ll)il V1 UAutl'y VgGtV aw Aiguay. tirlt
by reason of the advance payment by Subordinate Grantor of real estate taxes, casualty insurance
premiums or other monetary obligations of the Borrower to protect the Property,the Subordinate
Grantor, by reason of its exercise of any other right or remedy under the Subordinate Grant
Documents, acquires by right of subrogation or otherwise a lien on the Property which would
(but for this subsection) 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,
only to the extent of the amount advanced, provided that Subordinate Grantor gives Senior
Lender prior written notice of its intent to advance sums for real property taxes and/or casualty
insurance.
(c) Payments Before Senior Loan Default. Until the Subordinate Grantor receives
a Default Notice of a Senior Loan Default from the Senior Lender, the Subordinate Grantor shall
be entitled to retain for its own account all payments made under or pursuant to the Subordinate
Grant Documents.
(d) Payments After Senior Loan Default. The Borrower agrees that, after it
receives notice (or otherwise acquires knowledge) of a Senior Loan Default, it will not make any
payments under or pursuant to the Subordinate Grant Documents (including but not limited to
principal, interest, additional interest, late payment charges, default interest, attorney's fees, or
Subordination Agt(Second Mortg.and Third Mortg.) 6
(Timber Ridge at Sanders Pines Reserve/SAIL/1994S-003/
RFA 2014-111/2014-426S)
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any other sums secured by the Subordinate Grant Documents) without the Senior Lender's prior
written consent excluding, however, such sums which were due and owing and received by the
Subordinate Grantor prior to receipt of said notice or the time it otherwise acquires knowledge of
the Senior Loan Default. The Subordinate Grantor agrees that, after it receives a Default Notice
from the Senior Lender with written instructions directing the Subordinate Grantor not to accept
payments from the Borrower on account of the Subordinate Grant, it will not accept any
payments under or pursuant to the Subordinate Grant 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 Grant Documents) without the Senior Lender's prior
written consent. If the Subordinate Grantor receives written notice from the Senior Lender that
the Senior Loan Default which gave rise to the Subordinate Grantor's obligation not to accept
payments has been cured, waived, or otherwise suspended by the Senior Lender, the restrictions
on payment to the Subordinate Grantor in this Section 4 shall terminate, and the Senior Lender
shall have no right to any subsequent payments made to the Subordinate Grantor by the
Borrower prior to the Subordinate Grantor's receipt of a new Default Notice from the Senior
Lender in accordance with the provisions of this Section 4(d).
(e) Remitting Subordinate Grant Payments to Senior Lender. If, after the
Subordinate Grantor receives a Default Notice from the Senior Lender in accordance with
subsection (d) above, the Subordinate Grantor receives any payments under the Subordinate
Grant Documents, the Subordinate Grantor agrees that such payment or other distribution will be
received and held in trust for the Senior Lender and unless the Senior Lender otherwise notifies
the Subordinate Grantor in writing, will be promptly remitted in kind to the Senior Lender,
properly endorsed to the 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, the Borrower specifically authorizes the
i3 UUU1 vAlTQLI+ 'U1Ci11LVY to- GYrtivloe" arta-ll-:iia11. ucry .a.,tval' rJ.wJ rTlhccu cu
specifically waives any and all rights to have such payments returned to the Borrower or credited
against the applicable Subordinate Grant. Borrower and Senior Lender acknowledge and agree
that payments received by the Subordinate Grantor, and remitted to the Senior Lender under this
Section 4, shall not be applied or otherwise credited against the Subordinate Grant, nor shall the
tender of such payment to the Senior Lender waive any Subordinate Grant Default which may
arise from the inability of the Subordinate Grantor to retain such payment or apply such payment
to the applicable Subordinate Grant.
(f) Agreement Not to Commence Bankruptcy Proceeding. The Subordinate
Grantor agrees that during the term of this Agreement, it will not commence, or join with any
other creditor in commencing, any bankruptcy reorganization, arrangement, insolvency or
liquidation proceedings with respect to the Borrower, without the Senior Lender's prior written
consent.
5. Default Under Subordinate Grant Documents.
(a) Notice of Default and Cure Rights. The Subordinate Grantor shall deliver to the
Senior Lender a Default Notice within five (5) Business Days in each case where the
Subordinate Grantor has given a Default Notice to the Borrower. Failure of the Subordinate
Subordination Agt(Second Mortg.and Third Mortg.) 7
(Timber Ridge at Sanders Pines Reserve/SAIL/1994S-003/
RFA 2014-1I I/2014-426S)
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5/24/2016 16.D.11.
Grantor to send a Default Notice to the Senior Lender shall not prevent the exercise of the
Subordinate Grantor's rights and remedies under the Subordinate Grant Documents, subject to
the provisions of this Agreement. The Senior Lender shall have the right, but not the obligation,
to cure any Subordinate Grant Default within 60 days following the date of such notice provided,
however that the Subordinate Grantor shall be entitled, during such 60-day period, to continue to
pursue its rights and remedies under the Subordinate Grant Documents. All amounts paid by the
Senior Lender in accordance with the Senior Loan Documents to cure a Subordinate Grant
Default shall be deemed to have been advanced by the Senior Lender pursuant to, and shall be
secured by the lien of, the Senior Security Instrument.
(b) Subordinate Grantor's Exercise of Remedies After Notice to Senior Lender.
If a Subordinate Grant Default occurs and is continuing, the Subordinate Grantor agrees that,
without the Senior Lender's prior written consent, it will not commence foreclosure proceedings
with respect to the Property under the Subordinate Grant Documents or exercise any other rights
or remedies it may have under the Subordinate Grant Documents, including but not limited to
accelerating the Subordinate Grant, collecting rents, appointing (or seeking the appointment of) a
receiver or exercising any other rights or remedies thereunder unless and until it has given the
Senior Lender at least 60 days' prior written notice; during such 60 day period, however, the
Subordinate Grantor shall be entitled to exercise and enforce all other rights and remedies
available to the Subordinate Grantor under the Subordinate Grant Documents and/or under
applicable laws. Notwithstanding anything to the contrary in this Section 5(b), during such 60-
day period, Subordinate Grantor shall be entitled to exercise its rights to enforce covenants and
agreements of the Borrower relating to income,rent or affordability restrictions.
Notwithstanding anything to the contrary in this Section 5(b) or otherwise in this
Agreement, Subordinate Grantor shall not, upon the occurrence and continuation of a
UUUI UlIl[I.1C VM Gull l.1lt.Y VYSir any •igiaiJ ulluv ciiv u..uOi.,cmate. "4
Subordinate Grant Documents to (i) take title to the Property, or (ii) otherwise require Borrower
to transfer or otherwise dispose of the Property pursuant to the Subordinate Grant Documents,
without the prior written consent of Senior Lender.
(c) Cross Default. The Borrower and the Subordinate Grantor agree that a
Subordinate Grant Default shall constitute a Senior Loan Default under the Senior Loan
Documents and the Senior Lender shall have the right to exercise all rights or remedies under the
Senior Loan Documents in the same manner as in the case of any other Senior Loan Default. If
the Subordinate Grantor notifies the Senior Lender in writing that any Subordinate Grant Default
of which the Senior Lender has received a Default Notice has been cured or waived, as
determined by the Subordinate Grantor in its sole discretion, then provided that Senior Lender
has not conducted a sale of the Property pursuant to its rights under the Senior Loan Documents,
any Senior Loan Default under the Senior Loan Documents arising solely from such Subordinate
Grant Default shall be deemed cured, and the Senior Loan shall be reinstated,provided, however,
that the Senior Lender shall not be required to return or otherwise credit for the benefit of the
Borrower any default rate interest or other default related charges or payments received by the
Senior Lender during such Senior Loan Default.
Subordination Agt(Second Mortg.and Third Mortg.) 8
(Timber Ridge at Sanders Pines Reserve/SAIL/1994S-003/
RFA 2014-111 1 2014-426S)
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6. Default Under Senior Loan Documents.
(a) Notice of Default and Cure Rights. The Senior Lender shall deliver to the
Subordinate Grantor a Default Notice within five (5) Business Days in each case where the
Senior Lender has given a Default Notice to the Borrower. Failure of the Senior Lender to send
a Default Notice to the Subordinate Grantor shall not prevent the exercise of the Senior Lender's
rights and remedies under the Senior Loan Documents, subject to the provisions of this
Agreement. The Subordinate Grantor shall have the right, but not the obligation, to cure any
such Senior Loan Default within 60 days following the date of such notice; provided, however,
that the Senior Lender shall be entitled during such 60-day period to continue to pursue its
remedies under the Senior Loan Documents. Subordinate Grantor may have up to 90 days from
the date of the Default Notice to cure a non-monetary default if during such 90-day period
Subordinate Grantor keeps current all payments required by the Senior Loan Documents. In the
event that such a non-monetary default creates an unacceptable level of risk relative to the
Property, or Senior Lender's secured position relative to the Property, as determined by Senior
Lender in its sole discretion, then Senior Lender may exercise during such 90-day period all
available rights and remedies to protect and preserve the Property and the rents, revenues and
other proceeds from the Property. All amounts paid by the Subordinate Grantor to the Senior
Lender to cure a Senior Loan Default shall be deemed to have been advanced by the Subordinate
Grantor pursuant to, and shall be secured by the lien of, the applicable Subordinate Security
Instrument.
(b) Cross Default. The Subordinate Grantor agrees that, notwithstanding any
contrary provision contained in the Subordinate Grant Documents, a Senior Loan Default shall
not constitute a default under the Subordinate Grant Documents if no other default occurred
under the Subordinate Grant Documents until either (i) the Senior Lender has accelerated the
maturity ui ih . JCtftCft Loan;of itY1 to`i c,mol"i�.ttu�t ,tan"tuhi7tc 'i•=+L='r.. -�
rights under the Senior Security Instrument to collect rent, to appoint (or seek the appointment
of) a receiver or to foreclose on (or to exercise a power of sale contained in) the Senior Security
Instrument. At any time after a Senior Loan Default is determined to constitute a default under
the Subordinate Grant Documents, the Subordinate Grantor shall be permitted to pursue its
remedies for default under the Subordinate Grant Documents, subject to the restrictions and
limitations of this Agreement. If at any time the Borrower cures any Senior Loan Default to the
satisfaction of the Senior Lender, as evidenced by written notice from the Senior Lender to the
Subordinate Grantor, any default under the Subordinate Grant Documents arising from such
Senior Loan Default shall be deemed cured and the applicable Subordinate Grant shall be
retroactively reinstated as if such Senior Loan Default had never occurred.
7. Conflict.
The Borrower, the Senior Lender and the Subordinate Grantor each agree that, in the
event of any conflict or inconsistency between the terms of the Senior Loan Documents, the
Subordinate Grant 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 the Senior Lender and the Subordinate Grantor in the Property; (b) the timing of the
exercise of remedies by the Senior Lender and the Subordinate Grantor under the Senior Security
Subordination Agt(Second Mortg.and Third Mortg.) 9
(Timber Ridge at Sanders Pines Reserve/SAIL/1994S-003/
RFA 2014-111/2014-4265)
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instrument and the Subordinate Restrictions, respectively; and (c) solely as between the Senior
Lender and the Subordinate Grantor, the notice requirements, cure rights, and the other rights
and obligations which the Senior Lender and the Subordinate Grantor 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
Loan Default or Subordinate Grant Default, as the case may be; give the Borrower the right to
notice of any Senior Loan Default or Subordinate Grant Default, as the case may be other than
that, if any, provided, respectively under the Senior Loan Documents or the Subordinate Grant
Documents; or create any other right or benefit for Borrower as against Senior Lender or
Subordinate Grantor.
8. Rights and Obligations of the Subordinate Grantor Under the Subordinate
Grant Documents and of the 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 Grant Documents covering the same subject matter:
(a) Protection of Security Interest. The Subordinate Grantor shall not, without the
prior written consent of the Senior Lender in each instance, take any action which has the effect
of (i) increasing the indebtedness outstanding under, or secured by, or (ii) increasing the
restrictions on the Property evidenced by, the Subordinate Grant Documents, except that the
Subordinate Grantor shall have the right, after ten (10) business days' notice to Senior Lender, to
advance funds to cure Senior Loan Defaults pursuant to Section 6(a) above and advance funds
for the purpose of paying real estate taxes and insurance premiums, making necessary repairs to
the Property and curing other defaults by the Borrower under the Subordinate Grant Documents.
sir . _. ..< .:,
1u).. LUIIUClilll-Ai[ULLI`Y1���LAst1st1lJ'. ui ua�. �Jv�.iu vx""u'Tuiutgv u..v.+w....... ...�.�.� :-} '
condemnation or other exercise of eminent domain of all or a portion of the Property
(collectively, a "Taking"), or the occurrence of a fire or other casualty resulting in damage to all
or a portion of the Property (collectively, a "Casualty"), at any time or times when the Senior
Security Instrument remains a lien on the Property,the following provisions shall apply:
(1) The Subordinate Grantor hereby agrees that its rights (under the
Subordinate Grant Documents or otherwise), if any, 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 the Senior Lender's rights under the Senior Loan Documents
with respect thereto, and the Subordinate Grantor shall be bound by any settlement or
adjustment of a claim resulting from a Taking or a Casualty made by the Senior Lender;
provided, however, this subsection and/or anything contained in this Agreement shall not
limit the rights of the Subordinate Grantor to file any pleadings, documents, claims or
notices with the appropriate court with jurisdiction over the proposed Taking and/or
Casualty; and
(2) All proceeds received or to be received on account of a Taking or a
Casualty, or both, shall be applied (either to payment of the costs and expenses of repair
Subordination Agt(Second Mortg,and Third Mortg.) 10
(Timber Ridge at Sanders Pines Reserve I SAIL/1994S-003/
RFA 2014-11 I/2014-4265)
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and restoration or to payment of the Senior Loan) in the manner set forth in the Senior
Security Instrument; provided, however, that if the Senior Lender elects to apply such
proceeds to payment of the principal of, interest on and other amounts payable under the
Senior Loan, any proceeds remaining after the satisfaction in full of the principal of,
interest on and other amounts payable under the Senior Loan shall be paid to, and may be
applied by, the Subordinate Grantor in accordance with the applicable provisions of the
Subordinate Grant Documents, provided however, the Senior Lender agrees to consult
with the Subordinate Grantor in determining the application of Casualty proceeds,
provided further however that in the event of any disagreement between the Senior
Lender and the Subordinate Grantor over the application of Casualty proceeds, the
decision of the Senior Lender, in its sole discretion, shall prevail.
(c) No Modification of Subordinate Grant Documents. The Borrower and the
Subordinate Grantor each agree 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 the Senior Lender in each instance, increase the amount of the Subordinate
Grant, increase the required payments due under the Subordinate Grant, decrease the term of the
Subordinate Grant, increase the interest rate, if any, on the Subordinate Grant, increase the
restrictions on the Property set forth pursuant to the Subordinate Restrictions or otherwise amend
the Subordinate Grant terms or the Subordinate Grant Documents in a manner that creates an
adverse effect upon the Senior Lender under the Senior Loan Documents. Any unauthorized
amendment of the Subordinate Grant Documents or assignment of the Subordinate Grantor's
interest in the Subordinate Grant without the Senior Lender's consent shall be void ab initio and
of no effect whatsoever.
9. Modification or Refinancing of Senior Loan.
In an Event of Default or threatened, imminent default, under the Senior Loan
Documents, the Subordinate Grantor consents to any agreement or arrangement in which the
Senior.Lender waives,postpones, extends,reduces or modifies any provisions of the Senior Loan
Documents, including any provision requiring the payment of money, without the prior approval
of Subordinate Grantor. Subordinate Grantor further agrees that its agreement to subordinate
hereunder shall not extend to any new mortgage debt which is for the purpose of refinancing all
or any part of the Senior Loan (including reasonable and necessary costs associated with the
closing and/or the refinancing that has not been previously approved by Subordinate Grantor);
and that all, after approval, 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 Loan, the Senior
Note, the Senior Security Instrument, the Senior Loan Documents and Senior Lender shall mean,
respectively, the refinance loan, the refinance note, the mortgage securing the refinance note, all
documents evidencing securing or otherwise pertaining to the refinance note and the holder of
the refinance note.
10. Default by the Subordinate Grantor or Senior Lender.
Subordination Agt(Second Mortg.and Third Mortg.) 11
(Timber Ridge at Sanders Pines Reserve/SAIL/1994S-003/
RFA 2014-111/2014.426S)
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If the Subordinate Grantor 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.
11. 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 the
Senior Lender or the Subordinate Grantor 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 early morning 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 (2) days after mailing in
the United States), addressed to the respective parties as follows:
Senior Lender: Florida Housing Finance Corporation
227 North Bronough Street, Suite 5000
Tallahassee, Florida 32301-1329
Attention: Executive Director
Phone: (850)488-4197
Fax: (850) 488-9809
with a copy to: Nabors, Giblin&Nickerson,P.A.
Tallahassee, Florida 32308
Attention: Junious D. Brown III, Esq.
Telephone: (850) 224-4070
Email:j brown@ngn-tally.com
Subordinate Grantor: Collier County
Attention:
Phone: ( )
Fax: ( )
Email:
with a copy to:
Attention:
Phone: ( )
Fax: ( )
Email:
Subordination Agt(Second Mortg.and Third Mortg,) 12
(Timber Ridge at Sanders Pines Reserve/SAIL/1994S-003/
RFA 2014-111 1 20I4-426S)
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Borrower: Oak Marsh, LLC
19308 S.W. 3 80th Street
Florida City, Florida 33034
Attention: Steven C. Kirk, President
Telephone: (305)242-2142
Facsimile: (305)242-2143
E-mail: stevekirk@ruralneighborhoods.org
with a copy to: Shutts &Bowen LLP
200 South Biscayne Boulevard, Suite 4100
Miami, Florida 33131
Attention: Robert Cheng, Esq.
Phone: (305) 415-9083
Fax: (305) 347-7783
Email: rcheng@shutts.com
Any 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.
12. General.
(a) Assignment/Successors. This Agreement shall be binding upon the Borrower,
the Senior Lender and the Subordinate Grantor and shall inure to the benefit of the respective
legal successors and assigns of the Senior Lender and the Subordinate Grantor.
continuation of the Subordinate Grant Documents does not constitute the Senior Lender as a joint
venturer or partner of the Subordinate Grantor. Neither party hereto shall hold itself out as a
partner, agent or Affiliate of the other party hereto.
(c) Senior Lender's and Subordinate Grantor's Consent. Wherever the Senior
Lender's consent or approval is required by any provision of this Agreement, such consent or
approval may be granted or denied by the Senior Lender in its sole and absolute discretion,
unless otherwise expressly provided in this Agreement. Wherever the Subordinate Grantor's
consent or approval is required by any provision of this Agreement, such consent or approval
may be granted or denied by the Subordinate Grantor in its sole and absolute discretion, unless
otherwise expressly provided in this Agreement.
(d) Further Assurances. The Subordinate Grantor, the Senior Lender and the
Borrower each agree, at the 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 Restrictions is subordinate to the lien, covenants and conditions of the
Senior Security Instrument, or to further evidence the intent of this Agreement.
Subordination Agt(Second Mortg.and Third Mortg.) 13
(Timber Ridge at Sanders Pines Reserve/SAIL/1994S-003/
RFA 2014-111/2014-426S)
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(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 Property is located.
(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 of
the Subordinate Grant and all other amounts payable under the Subordinate Grant Documents,
other than by reason of payments which the Subordinate Grantor is obligated to remit to the
Senior Lender pursuant to Section 4 hereof; or (iii) the acquisition by the Senior Lender of title
to the Property pursuant to a foreclosure or a deed in lieu of foreclosure of, or the exercise of a
power of sale contained in,the Senior Security Instrument.
(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.
[COUNTERPART SIGNATURE PAGES TO FOLLOW]
Subordination Agt(Second Mortg.and Third Mortg,) 14
(Timber Ridge at Sanders Pines Reserve/SAIL/1994S-003/
RFA 2014-111/2014-4265)
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COUNTERPART SIGNATURE PAGE TO
SUBORDINATION AGREEMENT
(Timber Ridge at Sanders Pines Reserve/SAIL/ 1994S-003/
RFA 2014-111 /2014-426S)
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first written above.
SENIOR LENDER:
WITNESSES: FLORIDA HOUSING FINANCE
CORPORATION
Print:
By:
Ken Reecy
Print: Director of Multifamily Programs
Address: 227 N. Bronough Street, Suite 5000
Tallahassee, Florida 32301-1329
[SEAL]
STATE OF FLORIDA
COUNTY OF LEON
The foregoing instrument was acknowledged before me this day of
2016, by KEN REECY, as Director of Multifamily Programs of the FLORIDA HOUSING
FINANCE CORPORATION, a public corporation and a public body corporate and politic duly
created and existing under the laws of the State of Florida, on behalf of Florida Housing. Said
person is personally known to me or has produced a valid driver's license as identification.
Notary Public; State of Florida
Print Name:
My Commission Expires:
My Commission No.:
5-1
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5/24/2016 16.D.11 .
COUNTERPART SIGNATURE PAGE TO
SUBORDINATION AGREEMENT
(Timber Ridge at Sanders Pines Reserve/SAIL/ 1994S-003/
RFA 2014-111 /2014-426S)
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first written above.
SUBORDINATE GRANTOR:
COLLIER COUNTY, FLORIDA, a political
subdivision of the State of Florida
ATTEST:
By:
Name:
Name: Title:
Title:
Address:
STATE OF FLORIDA
COUNTY OF COLLIER
The foregoing instrument was acknowledged before me this day of
, 2016, by , as of COLLIER COUNTY,
FLORIDA, a political subdivision of the State of Florida, who is personally known to me or has
produced a valid driver's license as identification.
Notary Public; State of Florida
Print Name:
My Commission Expires:
My Commission No.:
Approved as to form and legality
Assistant County Attorney
„ "
;
-2
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COUNTERPART SIGNATURE PAGE TO
SUBORDINATION AGREEMENT
(Timber Ridge at Sanders Pines Reserve/SAIL/ 1994S-003/
RFA 2014-111 /2014-426S)
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first written above.
BORROWER:
WITNESSES: OAK MARSH, LLC, a Florida limited liability
company
By: Everglades Housing Trust, Incorporated, a
Print: Florida not-for-profit corporation, its sole
member
Print: By:
Steven Kirk
President
Address: 19308 S.W. 380th Street
Florida City, Florida 33034
STATE OF FLORIDA
COUNTY OF
The foregoing instrument was acknowledged before me this day of
, 2016, by STEVEN KIRK, as President of EVERGLADES HOUSING TRUST,
INCORPORATED, a Florida not-for-profit corporation and the sole member of OAK MARSH,
LLC, a Florida limited liability company, on behalf of the corporation and limited liability
company. Said person is personally known to me or has produced a valid driver's license as
identification.
Notary Public; State of Florida
Print Name:
My Commission Expires:
My Commission No.:
S-3
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EXHIBIT A
LEGAL DESCRIPTION
(Timber Ridge at Sanders Pines Reserve)
•
•
Subordination Agt(Second Mortg.and Third Mortg.)
(Timber Ridge at Sanders Pines Reserve/SAIL/1994S-003/
RFA 2014-11I/2014-426S) •
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THIS INSTRUMENT PREPARED Draft fll 04/27/2016
BY AND RETURN TO: NGN File No.: 391.00873
Nabors Giblin&Nickerson,P.A.
Junious D.Brown III,Esquire
1500 Mahan Drive,Suite 200
Tallahassee,Florida 32308
ABOVE SPACE RESERVED FOR
RECORDING PURPOSES ONLY
SUBORDINATION AGREEMENT
(Second Mortgage and Third Mortgage)
(Timber Ridge at Sanders Pines Reserve/SAIL/ 1994S-003/
RFA 2014-111 /2014-426S)
THIS SUBORDINATION AGREEMENT (this "Agreement") is made and entered
into as of 2016, by and among (i) FLORIDA HOUSING FINANCE
CORPORATION, a public body corporate and politic duly created and existing under the laws
of the State of Florida (together with its successors and assigns, the "Senior Lender"), (ii)
COLLIER COUNTY, FLORIDA, a political subdivision of the State of Florida (the
"Subordinate Grantor"), and (v) OAK MARSH, LLC, a Florida limited liability company (the
"Borrower").
REGI1"Al';5�._:. _ ___... .. ._ _
A. Senior Lender made a loan to Timber Ridge of Immokalee, Limited Partnership, a
Florida limited partnership (the "Prior Borrower"), under the State Apartment Incentive-Loan
("SAIL") Program in accordance with Section 420.5087, Fla. Stat., and the rules of Florida
Housing, as codified at Chapters 9I-35, Fla. Admin. Code, in the original principal amount of
FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000), currently outstanding in
the principal amount of$ , which loan has been assumed by Borrower on the date
hereof pursuant to that certain Assignment and Assumption Agreement dated as of the date
hereof among Florida Housing, Borrower, and Prior Borrower (the "Assignment"), to be
recorded in the Public Records of Collier County, Florida (the "Existing SAIL Loan"). The
Existing SAIL Loan is secured by that certain Mortgage and Security Agreement, dated as of
April 10, 1995 and recorded April 12, 1995, in Official Records Book 2048, Page 673, as
affected by that certain Collateral Assignment of Leases, Rents and Contract Rights dated as of
April 10, 1995 and recorded April 12, 1995, in Official Records Book 2048, Page 700, and as
further affected by the Assignment, all of the Public Records of Collier County, Florida
(collectively, the "Existing SAIL Security Instrument") on a multifamily rental housing
development located on certain real property in Collier County, Florida, and known as Timber
Ridge. The Borrower's obligation to repay the Existing SAIL Loan is evidenced by an Amended
Subordination Agt(Second Mortg,and Third Mortg.)
(Timber Ridge at Sanders Pines Reserve/SAIL/1994S-003/
RFA2014-111/2014-4265)
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and Restated Promissory Note, dated May , 2016 (the "Existing SAIL Note"), and is due in
full on May_, 2033.
B. Senior Lender has also made a loan to Borrower of SAIL Program funds under
the Florida Housing Finance Corporation Request for Applications 2014-117, in effect as of
December 19, 2014, and the SAIL Program, Section 420.5087, FIa. Stat., and governed by the
rules of Florida Housing, as codified at Chapter 67-53, Fla. Admin. Code, in effect as of August
20, 2009, in the original principal amount of $2,215,000.00 (the "New SAIL Loan" and,
together with the Existing SAIL Loan, the "Senior Loan"). The New SAIL Loan has been
secured by a Mortgage and Security Agreement dated as of May 2016, made by Borrower to
and in favor of Senior Lender, to be recorded in the Public Records of Collier County, Florida
(the "New SAIL Security Agreement" and, together with the Existing SAIL Security
Agreement, the "Senior Security Instrument") on a multifamily rental housing development
located on certain real property in Collier County, Florida, and known as Timber Ridge at
Sanders Pines Reserve (the "Property"). The Property is more fully described in Exhibit "A"
attached hereto. The Borrower's obligation to repay the New SAIL Loan is evidenced by a
Promissory Note, dated as of May , 2016 (the "New SAIL Note" and, together with the
Existing SAIL Note,the "Senior Note"), and is due in full on May , 2033.
C. In connection with the Senior Loan, the Borrower and the Senior Lender have
entered into that certain Land Use Restriction Agreement dated as of May_, 2016 (the "Senior
Land Use Restriction Agreement"), which Senior Land Use Restriction Agreement governs the
use and operating of the Property.
D. The Borrower's obligations to Senior Lender under the Senior Note (the "Senior
Indebtedness") are secured by the Senior Security Instrument. The Senior Security Instrument,
contemplated therein or evidencing or securing the Senior Indebtedness are herein collectively
referred to as the"Senior Loan Documents".
E. Immokalee Non-Profit Housing, Inc. d/b/a Immokalee Housing & Family
Services ("IHFS") obtained a grant under the Community Development Block Grant Program
administered by the Subordinate Grantor in the amount of$13,500 (the "Subordinate Grant")
in connection with certain upgrades to the playground located on the Property, pursuant to that
certain Agreement Between Collier County and Immokalee Non-Profit Housing, Inc. d/b/a
Immokalee Housing & Family Services Sanders Pines Playground Upgrades dated May 14,
2013, as assigned to and assumed by Borrower pursuant to that certain [Assignment of CDBG
Agreement] dated as of May , 2016 (the "Grant Assignment"), among the Subordinate
Grantor, IHFS and Borrower(collectively, the"Subordinate Grant Agreement").
F. The Borrower's obligations to the Subordinate Grantor under the Subordinate
Grant Agreement (the "Subordinate Obligations") are secured by a Declaration of Restrictive
Covenants dated October 29, 2014 and recorded April 22, 2015, in Official Records Book 5143,
Page 1132, as assigned to assumed by Borrower pursuant to the Grant Assignment, all of the
Public Records of Collier County, Florida (collectively, the "Subordinate Restrictions"). The
Subordinate Grant Agreement, the Subordinate Restrictions and all other agreements
Subordination Agt(Second Mortg.and Third Mortg.) 2
(Timber Ridge at Sanders Pines Reserve/SAIL/19945-003/
RPA 2014-111/2014-4265)
Packet Page -971-
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contemplated therein or evidencing or securing the Subordinate Obligations are hereinafter
referred to as the "Subordinate Grant Documents").
G. The Borrower has requested that Senior Lender permit Subordinate Grantor to
maintain the lien and encumbrance of the Subordinate Restrictions on the Property and
subordinate such Subordinate Restrictions pursuant to the terms of this Agreement.
H. Senior Lender has agreed to permit the Subordinate Grantor to maintain the lien
and encumbrance of the Subordinate Restrictions on the Property subject to all of the conditions
contained in this Agreement.
NOW, THEREFORE, in order to induce the Senior Lender to permit the Subordinate
Grantor to maintain the lien and encumbrance of the Subordinate Restrictions on the Property,
and in consideration thereof, the Senior Lender, the Subordinate Grantor and the 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:
"Affiliate" means, when used with respect to a Person, any corporation,partnership,joint
venture, limited liability company, limited liability partnership, trust or individual controlled by,
under common control with, or which controls such Person (the term "control" for these
purposes shall mean the ability, whether by the ownership of shares or other equity interests, by
contract or otherwise, to elect a majority of the directors of a corporation, to make management
0 nrltrt'.a anti:7'. 3a ._se.ELI,.,'i i .,nit a i3 `rart=1 a
otherwise to have the power independently to remove and then select a majority of those
individuals exercising managerial authority over an entity, and control shall be conclusively
presumed in the case of the ownership of 50%or more of the equity interests).
"Borrower" means the Person named as such in the first paragraph of this Agreement
and any other Person (other than the Senior Lender) who acquires title to the Property after the
date of this Agreement.
"Business Day" means any day other than Saturday, Sunday or a day on which the Senior
Lender is not open for business.
"Default Notice" means: (a) a copy of the written notice from the Senior Lender to the
Borrower stating that a Senior Loan Default has occurred under the Senior Loan; or (b) a copy of
the written notice from the Subordinate Grantor to the Borrower stating that a Subordinate Grant
Default has occurred under the Subordinate Grant Each Default Notice shall specify the default
upon which such Default Notice is based.
"Person" means an individual, 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.
Subordination Agt(Second Mortg.and Third Mortg.) 3
(Timber Ridge at Sanders Pines Reserve/SAIL/1994S-003/
RFA 2014-III 1 2014-426S)
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"Senior Lender" means the Person named as such in the first paragraph on page 1 of this
Agreement and any other Person who becomes the legal holder of the Senior Note after the date
of this Agreement.
"Senior Loan Default" means the occurrence of an "Event of Default" as that term is
defined in the Senior Loan Documents.
"Senior Loan Documents" means the Senior Note, the Senior Security Instrument, the
Senior Land Use Restriction Agreement and all other documents evidencing, securing or
otherwise executed and delivered in connection with the Senior Loan.
"Subordinate Grantor" means the Person named as such in the first paragraph on page 1
of this Agreement and any other Person who becomes the legal holder of the Subordinate Note
after the date of this Agreement.
"Subordinate Grant Default" means a default by the Borrower in performing or
observing any of the terms, covenants or conditions in the Subordinate Grant Documents to be
performed or observed by it, which continues beyond any applicable period provided in the
Subordinate Grant Documents for curing the default.
"Subordinate Grant Documents" means the Subordinate Grant Documents defined in
the Recitals of this Agreement.
"Subordinate Restrictions" means the Subordinate Restrictions defined in the Recitals
of this Agreement.
2. Permission to Maintain Lien and Encumbrance of Subordinate Restrictions
Against Property.
The Senior Lender agrees, notwithstanding the prohibition against inferior liens and
encumbrances on the Property contained in the Senior Loan Documents and subject to the
provisions of this Agreement, to permit the Subordinate Grantor to maintain the lien and
encumbrance of the Subordinate Restrictions on the Property (which is subordinate in all
respects to the lien of the Senior Security Instrument, other than as set forth herein) to secure the
Borrower's obligations pursuant to the Subordinate Grant Agreement and all other obligations,
indebtedness and liabilities of the Borrower to the Subordinate Grantor under and in connection
with the Subordinate Grant.
3. Borrower and Subordinate Grantor Representations and Warranties.
The Borrower and the Subordinate Grantor each make the following representations and
warranties to the Senior Lender:
(a) The Borrower makes the following representations and warranties to the Senior
Lender:
Subordination Agt(Second Mortg.and Third Mortg.) 4
(Timber Ridge at Sanders Pines Reserve/SAIL/3994S-003/
RFA 2014-111/2014-426S) •
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Subordinate Restrictions. The Subordinate Restrictions shall be deemed to
contain the following provision:
"The restrictions evidenced by and agreed to pursuant to this Declaration
of Restrictive Covenants are and shall be subordinate in right of payment to the
prior payment in full of the indebtedness evidenced by (i) an Amended and
Restated Promissory Note dated May , 2016 in the original principal amount
of$ , and (ii) a Promissory Note dated May , 2016 in the original
principal amount of$2,215,000 (collectively, the "Senior Note") issued by OAK
MARSH, LLC, a Florida limited liability company ("Borrower") and payable to
Florida Housing Finance Corporation, its successors and assigns (the "Senior
Lender"), as their respective interests may appear, or order, to the extent and in
the manner provided in that certain Subordination Agreement, dated as of May
, 2016 (the "Subordination Agreement"), among the Senior Lender, IHFS and
COUNTY. This Declaration of Restrictive Covenants is and shall be subject and
subordinate in all respects to the liens,terms, covenants and conditions of each of
the Mortgage and Security Agreement, securing the Senior Note, as more fully set
forth in the Subordination Agreement. The rights and remedies of Subordinate
Grantor and each subsequent holder of this Declaration of Restrictive Covenants
are subject to the restrictions and limitations set forth in the Subordination
Agreement. Each subsequent holder of this Declaration of Restrictive Covenants
shall be deemed, by virtue of such holder's acquisition of the Declaration of
Restrictive Covenants, to have agreed to perform and observe all of the terms,
covenants and conditions to be performed or observed by the Subordinate Grantor
under the Subordination Agreement."
(b) The Subordinate Grantor makes the following representations and warranties to
the Senior Lender:
Subordinate Restrictions. The Subordinate Restrictions shall be deemed to
contain the following provision:
"The restrictions evidenced by and agreed to pursuant to this Declaration
of Restrictive Covenants are and shall be subordinate in right of payment to the
prior payment in full of the indebtedness evidenced by (i) an Amended and
Restated Promissory Note dated May , 2016 in the original principal amount
of$ , and (ii) a Promissory Note dated May , 2016 in the original
principal amount of$2,215,000 (collectively, the "Senior Note") issued by OAK
MARSH, LLC, a Florida limited liability company ("Borrower") and payable to
Florida IIousing Finance Corporation, its successors and assigns (the "Senior
Lender"), as their respective interests may appear, or order, to the extent and in
the manner provided in that certain Subordination Agreement, dated as of May
, 2016 (the "Subordination Agreement"), among the Senior Lender, IHFS and
COUNTY. This Declaration of Restrictive Covenants is and shall be subject and
subordinate in all respects to the liens, terms, covenants and conditions of each of
Subordination Agt(Second Mortg.and Third Mortg.) 5
(Timber Ridge at Sanders Pines Reserve/SAIL,/1994S-003/
RFA 2014-111/2014-4265)
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the Mortgage and Security Agreement, securing the Senior Note, as more fully set
forth in the Subordination Agreement. The rights and remedies of Subordinate
Grantor and each subsequent holder of this Declaration of Restrictive Covenants
are subject to the restrictions and limitations set forth in the Subordination
Agreement. Each subsequent holder of this Declaration of Restrictive Covenants
shall be deemed, by virtue of such holder's acquisition of the Declaration of
Restrictive Covenants, to have agreed to perform and observe all of the terms,
covenants and conditions to be performed or observed by the Subordinate Grantor
under the Subordination Agreement."
4. Terms of Subordination.
(a) Agreement to Subordinate. The Senior Lender and the Subordinate Grantor
agree that: (i) the indebtedness and obligations evidenced by the Subordinate Grant Documents
are and shall be subordinated in right of payment, to the extent and in the manner provided in
this Agreement to the prior payment in full of the indebtedness evidenced by the Senior Loan
Documents, and (ii)the Subordinate Restrictions and the other Subordinate Grant Documents are
and shall be subject and subordinate in all respects to the liens, encumbrances,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 the 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 Property).
r" s= .'t� Iw sh( 'e R t� ;,�c i o,: �. 1s i�ti.Ei ,;10.-de,S.t1 if,
a..._�.-_..�[`�j 'Zvi�.ai-rr r r °ate ;rtc �. r. a
by reason of the advance payment by Subordinate Grantor of real estate taxes, casualty insurance
premiums or other monetary obligations of the Borrower to protect the Property, the Subordinate
Grantor, by reason of its exercise of any other right or remedy under the Subordinate Grant
Documents, acquires by right of subrogation or otherwise a lien on the Property which would
(but for this subsection) 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,
only to the extent of the amount advanced, provided that Subordinate Grantor gives Senior
Lender prior written notice of its intent to advance sums for real property taxes and/or~casualty
insurance.
(c) Payments Before Senior Loan Default. Until the Subordinate Grantor receives
a Default Notice of a Senior Loan Default from the Senior Lender,the Subordinate Grantor shall
be entitled to retain for its own account all payments made under or pursuant to the Subordinate
Grant Documents.
(d) Payments After Senior Loan Default. The Borrower agrees that, after it
receives notice (or otherwise acquires knowledge) of a Senior Loan Default, it will not make any
payments under or pursuant to the Subordinate Grant Documents (including but not limited to
principal, interest, additional interest, late payment charges, default interest, attorney's fees, or
Subordination Agt(Second Mortg.and Third Mortg.) 6
(Timber Ridge at Sanders Pines Reserve!SAIL/1994S-003/
RFA 2014-111/2014-426S)
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any other sums secured by the Subordinate Grant Documents) without the Senior Lender's prior
written consent excluding, however, such sums which were due and owing and received by the
Subordinate Grantor prior to receipt of said notice or the time it otherwise acquires knowledge of
the Senior Loan Default. The Subordinate Grantor agrees that, after it receives a Default Notice
from the Senior Lender with written instructions directing the Subordinate Grantor not to accept
payments from the Borrower on account of the Subordinate Grant, it will not accept any
payments under or pursuant to the Subordinate Grant 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 Grant Documents) without the Senior Lender's prior
written consent. If the Subordinate Grantor receives written notice from the Senior Lender that
the Senior Loan Default which gave rise to the Subordinate Grantor's obligation not to accept
payments has been cured, waived, or otherwise suspended by the Senior Lender, the restrictions
on payment to the Subordinate Grantor in this Section 4 shall terminate, and the Senior Lender
shall have no right to any subsequent payments made to the Subordinate Grantor by the
Borrower prior to the Subordinate Grantor's receipt of a new Default Notice from the Senior
Lender in accordance with the provisions of this Section 4(d).
(e) Remitting Subordinate Grant Payments to Senior Lender. If, after the
Subordinate Grantor receives a Default Notice from the Senior Lender in accordance with
subsection (d) above, the Subordinate Grantor receives any payments under the Subordinate
Grant Documents, the Subordinate Grantor agrees that such payment or other distribution will be
received and held in trust for the Senior Lender and unless the Senior Lender otherwise notifies
the Subordinate Grantor in writing, will be promptly remitted in kind to the Senior Lender,
properly endorsed to the 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, the Borrower specifically authorizes the
- td1t.P3jfitPiSi�_1.1 the, Senior„T I.rk, _acd__._
specifically waives any and all rights to have such payments returned to the Borrower or credited
against the applicable Subordinate Grant. Borrower and Senior Lender acknowledge and agree
that payments received by the Subordinate Grantor, and remitted to the Senior Lender under this
Section 4, shall not be applied or otherwise credited against the Subordinate Grant, nor shall the
tender of such payment to the Senior Lender waive any Subordinate Grant Default which may
arise from the inability of the Subordinate Grantor to retain such payment or apply such payment
to the applicable Subordinate Grant.
(f) Agreement Not to Commence Bankruptcy Proceeding. The Subordinate
Grantor agrees that during the term of this Agreement, it will not commence, or join with any
other creditor in commencing, any bankruptcy reorganization, arrangement, insolvency or
liquidation proceedings with respect to the Borrower, without the Senior Lender's prior written
consent.
5. Default Under Subordinate Grant Documents.
(a) Notice of Default and Cure Rights. The Subordinate Grantor shall deliver to the
Senior Lender a Default Notice within five (5) Business Days in each case where the
Subordinate Grantor has given a Default Notice to the Borrower. Failure of the Subordinate
Subordination Agt(Second Mortg.and Third Mortg.) 7
(Timber Ridge at Sanders Pines Reserve/SAIL/1994S-003/
RFA 2014-111/2014-426S) �
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i
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Grantor to send a Default Notice to the Senior Lender shall not prevent the exercise of the
Subordinate Grantor's rights and remedies under the Subordinate Grant Documents, subject to
the provisions of this Agreement. The Senior Lender shall have the right, but not the obligation,
to cure any Subordinate Grant Default within 60 days following the date of such notice provided,
however that the Subordinate Grantor shall be entitled, during such 60-day period,to continue to
pursue its rights and remedies under the Subordinate Grant Documents. All amounts paid by the
Senior Lender in accordance with the Senior Loan Documents to cure a Subordinate Grant
Default shall be deemed to have been advanced by the Senior Lender pursuant to, and shall be
secured by the lien of,the Senior Security Instrument.
(b) Subordinate Grantor's Exercise of Remedies After Notice to Senior Lender.
If a Subordinate Grant Default occurs and is continuing, the Subordinate Grantor agrees that,
without the Senior Lender's prior written consent, it will not commence foreclosure proceedings
with respect to the Property under the Subordinate Grant Documents or exercise any other rights
or remedies it may have under the Subordinate Grant Documents, including but not limited to
accelerating the Subordinate Grant, collecting rents, appointing(or seeking the appointment of) a
receiver or exercising any other rights or remedies thereunder unless and until it has given the
Senior Lender at least 60 days' prior written notice; during such 60 day period, however, the
Subordinate Grantor shall be entitled to exercise and enforce all other rights and remedies
available to the Subordinate Grantor under the Subordinate Grant Documents and/or under
applicable laws. Notwithstanding anything to the contrary in this Section 5(b), during such 60-
day period, Subordinate Grantor shall be entitled to exercise its rights to enforce covenants and
agreements of the Borrower relating to income, rent or affordability restrictions.
Notwithstanding anything to the contrary in this Section 5(b) or otherwise in this
Agreement, Subordinate Grantor shall not, upon the occurrence and continuation of a
di ate Gr.,T S t r n �. - 7,... !h
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Subordinate Grant Documents to (i)take title to the Property, or (ii) otherwise require Borrower
to transfer or otherwise dispose of the Property pursuant to the Subordinate Grant Documents,
without the prior written consent of Senior Lender.
(c) Cross Default. The Borrower and the Subordinate Grantor agree that a
Subordinate Grant Default shall constitute a Senior Loan Default under the Senior Loan
Documents and the Senior Lender shall have the right to exercise all rights or remedies under the
Senior Loan Documents in the same manner as in the case of any other Senior Loan Default. If
the Subordinate Grantor notifies the Senior Lender in writing that any Subordinate Grant Default
of which the Senior Lender has received a Default Notice has been cured or waived, as
determined by the Subordinate Grantor in its sole discretion,then provided that Senior Lender
has not conducted a sale of the Property pursuant to its rights under the Senior Loan Documents,
any Senior Loan Default under the Senior Loan Documents arising solely from such Subordinate
Grant Default shall be deemed cured,and the Senior Loan shall be reinstated,provided,however,
that the Senior Lender shall not be required to return or otherwise credit for the benefit of the
Borrower any default rate interest or other default related charges or payments received by the
Senior Lender during such Senior Loan Default.
Subordination Agt(Second Mortg.and Third Mortg.) 8
(Timber Ridge at Sanders Pines Reserve/SAIL/1994S-003/
RFA 2014-111/2014-4265)
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5/24/2016 16.D.11 .
6. Default Under Senior Loan Documents.
(a) Notice of Default and Cure Rights. The Senior Lender shall deliver to the
Subordinate Grantor a Default Notice within five (5) Business Days in each case where the
Senior Lender has given a Default Notice to the Borrower. Failure of the Senior Lender to send
a Default Notice to the Subordinate Grantor shall not prevent the exercise of the Senior Lender's
rights and remedies under the Senior Loan Documents, subject to the provisions of this
Agreement. The Subordinate Grantor shall have the right, but not the obligation, to cure any
such Senior Loan Default within 60 days following the date of such notice; provided, however,
that the Senior Lender shall be entitled during such 60-day period to continue to pursue its
remedies under the Senior Loan Documents. Subordinate Grantor may have up to 90 days from
the date of the Default Notice to cure a non-monetary default if during such 90-day period
Subordinate Grantor keeps current all payments required by the Senior Loan Documents. In the
event that such a non-monetary default creates an unacceptable level of risk relative to the
Property, or Senior Lender's secured position relative to the Property, as determined by Senior
Lender in its sole discretion, then Senior Lender may exercise during such 90-day period all
available rights and remedies to protect and preserve the Property and the rents, revenues and
other proceeds from the Property. All amounts paid by the Subordinate Grantor to the Senior
Lender to cure a Senior Loan Default shall be deemed to have been advanced by the Subordinate
Grantor pursuant to, and shall be secured by the lien of, the applicable Subordinate Security
Instrument.
(b) Cross Default. The Subordinate Grantor agrees that, notwithstanding any
contrary provision contained in the Subordinate Grant Documents, a Senior Loan Default shall
not constitute a default under the Subordinate Grant Documents if no other default occurred
under the Subordinate Grant Documents until either (i) the Senior Lender has accelerated the
Ill(AL{,Ll Yt 1Jllllt✓ l.IL111V1 .Vv411; il)'Lil
rights under the Senior Security Instrument to collect rent, to appoint (or seek the appointment
of) a receiver or to foreclose on (or to exercise a power of sale contained in) the Senior Security
Instrument. At any time after a Senior Loan Default is determined to constitute a default under
the Subordinate Grant Documents, the Subordinate Grantor shall be permitted to pursue its
remedies for default under the Subordinate Grant Documents, subject to the restrictions and
limitations of this Agreement. If at any time the Borrower cures any Senior Loan Default to the
satisfaction of the Senior Lender, as evidenced by written notice from the Senior Lender to the
Subordinate Grantor, any default under the Subordinate Grant Documents arising from such
Senior Loan Default shall be deemed cured and the applicable Subordinate Grant shall be
retroactively reinstated as if such Senior Loan Default had never occurred.
7. Conflict.
The Borrower, the Senior Lender and the Subordinate Grantor each agree that, in the
event of any conflict or inconsistency between the terms of the Senior Loan Documents, the
Subordinate Grant 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 the Senior Lender and the Subordinate Grantor in the Property; (b) the timing of the
exercise of remedies by the Senior Lender and the Subordinate Grantor under the Senior Security
Subordination Agt(Second Mortg.and Third Mortg.) 9
(Timber Ridge at Sanders Pines Reserve/SAIL/1994S-003/
RFA 2014-111/2014-426S)
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5/24/2016 16.D.11.
Instrument and the Subordinate Restrictions, respectively; and (c) solely as between the Senior
Lender and the Subordinate Grantor, the notice requirements, cure rights, and the other rights
and obligations which the Senior Lender and the Subordinate Grantor 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
Loan Default or Subordinate Grant Default, as the case may be; give the Borrower the right to
notice of any Senior Loan Default or Subordinate Grant Default, as the case may be other than
that, if any, provided, respectively under the Senior Loan Documents or the Subordinate Grant
Documents; or create any other right or benefit for Borrower as against Senior Lender or
Subordinate Grantor.
8. Rights and Obligations of the Subordinate Grantor Under the Subordinate
Grant Documents and of the 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 Grant Documents covering the same subject matter:
(a) Protection of Security Interest. The Subordinate Grantor shall not, without the
prior written consent of the Senior Lender in each instance, take any action which has the effect
of (i) increasing the indebtedness outstanding under, or secured by, or (ii) increasing the
restrictions on the Property evidenced by, the Subordinate Grant Documents, except that the
Subordinate Grantor shall have the right, after ten(10)business days' notice to Senior Lender, to
advance funds to cure Senior Loan Defaults pursuant to Section 6(a) above and advance funds
for the purpose of paying real estate taxes and insurance premiums, making necessary repairs to
the Property and curing other defaults by the Borrower under the Subordinate Grant Documents.
r'r
condemnation or other exercise of eminent domain of all or a portion of the Property
(collectively, a "Taking"), or the occurrence of a fire or other casualty resulting in damage to all
or a portion of the Property (collectively, a "Casualty"), at any time or times when the Senior
Security Instrument remains a lien on the Property,the following provisions shall apply:
(1) The Subordinate Grantor hereby agrees that its rights (under the
Subordinate Grant Documents or otherwise), if any, 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 the Senior Lender's rights under the Senior Loan Documents
with respect thereto, and the Subordinate Grantor shall be bound by any settlement or
adjustment of a claim resulting from a Taking or a Casualty made by the Senior Lender;
provided, however, this subsection and/or anything contained in this Agreement shall not
limit the rights of the Subordinate Grantor to file any pleadings, documents, claims or
notices with the appropriate court with jurisdiction over the proposed Taking and/or
Casualty; and
(2) All proceeds received or to be received on account of a Taking or a
Casualty, or both, shall be applied (either to payment of the costs and expenses of repair
Subordination Agt(Second Mortg.and Third Mortg.) 10
(Timber Ridge at Sanders Pines Reserve/SA1L/1994S-003/
RPA 2014-111/2014-426S)
Packet Page -979-
5/24/2016 16.D.11 .
and restoration or to payment of the Senior Loan) in the manner set forth in the Senior
Security Instrument; provided, however, that if the Senior Lender elects to apply such
proceeds to payment of the principal of, interest on and other amounts payable under the
Senior Loan, any proceeds remaining after the satisfaction in full of the principal of,
interest on and other amounts payable under the Senior Loan shall be paid to, and may be
applied by, the Subordinate Grantor in accordance with the applicable provisions of the
Subordinate Grant Documents, provided however, the Senior Lender agrees to consult
with the Subordinate Grantor in determining the application of Casualty proceeds,
provided further however that in the event of any disagreement between the Senior
Lender and the Subordinate Grantor over the application of Casualty proceeds, the
decision of the Senior Lender, in its sole discretion, shall prevail.
(c) No Modification of Subordinate Grant Documents. The Borrower and the
Subordinate Grantor each agree 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 the Senior Lender in each instance, increase the amount of the Subordinate
Grant, increase the required payments due under the Subordinate Grant, decrease the term of the
Subordinate Grant, increase the interest rate, if any, on the Subordinate Grant, increase the
restrictions on the Property set forth pursuant to the Subordinate Restrictions or otherwise amend
the Subordinate Grant terms or the Subordinate Grant Documents in a manner that creates an
adverse effect upon the Senior Lender under the Senior Loan Documents. Any unauthorized
amendment of the Subordinate Grant Documents or assignment of the Subordinate Grantor's
interest in the Subordinate Grant without the Senior Lender's consent shall be void ab initio and
of no effect whatsoever.
9. Modification or Refinancing of Senior Loan.
In an Event of Default or threatened, imminent default, under the Senior Loan
Documents, the Subordinate Grantor consents to any agreement or arrangement in which the
Senior Lender waives, postpones, extends,reduces or modifies any provisions of the Senior Loan
Documents, including any provision requiring the payment of money, without the prior approval
of Subordinate Grantor. Subordinate Grantor further agrees that its agreement to subordinate
hereunder shall not extend to any new mortgage debt which is for the purpose of refinancing all
or any part of the Senior Loan (including reasonable and necessary costs associated with the
closing and/or the refinancing that has not been previously approved by Subordinate Grantor);
and that all, after approval, 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 Loan, the Senior
Note, the Senior Security Instrument, the Senior Loan Documents and Senior Lender shall mean,
respectively, the refinance loan, the refinance note, the mortgage securing the refinance note, all
documents evidencing securing or otherwise pertaining to the refinance note and the holder of
the refinance note.
10. Default by the Subordinate Grantor or Senior Lender.
Subordination Agt(Second Mortg.and Third lviortg,) 1 1
(Timber Ridge at Sanders Pines Reserve/SAIL/1994S-003/
RPA 2014-111/2014-426S)
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5/24/2016 16.D.11.
If the Subordinate Grantor 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.
11. 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 the
Senior Lender or the Subordinate Grantor 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 early morning 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 (2) days after mailing in
the United States), addressed to the respective parties as follows:
Senior Lender: Florida Housing Finance Corporation
227 North Bronough Street, Suite 5000
Tallahassee, Florida 32301-1329
Attention: Executive Director
Phone: (850) 488-4197
Fax: (850)488-9809
with a copy to: Nabors, Giblin&Nickerson, P.A.
Tallahassee, Florida 32308
Attention: Junious D. Brown III,Esq.
Telephone: (850) 224-4070
Email:jbrownangn-tally.com
Subordinate Grantor: Collier County
Attention:
Phone: ( )
Fax: ( )
Email:
with a copy to:
Attention:
Phone: ( )
Fax: ( )
Email:
Subordination Agt(Second Mortg.and Third Mortg.) 12
(Timber Ridge at Sanders Pines Reserve/SAIL/1994S-003/
RFA 2014-111/2014-426S)
Packet Page -981-
5/24/2016 16.D.11 .
Borrower: Oak Marsh, LLC
19308 S.W. 380th Street
Florida City, Florida 33034
Attention: Steven C. Kirk, President
Telephone: (305)242-2142
Facsimile: (305)242-2143
E-mail: stevekirk@,,ruralneighborhoods.org
with a copy to: Shutts&Bowen LLP
200 South Biscayne Boulevard, Suite 4100
Miami,Florida 33131
Attention: Robert Cheng, Esq.
Phone: (305)415-9083
Fax: (305) 347-7783
Email: rcheng(aishutts.com
Any 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.
12. General.
(a) Assignment/Successors. This Agreement shall be binding upon the Borrower,
the Senior Lender and the Subordinate Grantor and shall inure to the benefit of the respective
legal successors and assigns of the Senior Lender and the Subordinate Grantor.
r , ,
,,.a.. _�, _� Y r t ,�,1,:�.....r�__•c c-: _ �� c v i- n �,„ k
continuation of the Subordinate Grant Documents does not constitute the Senior Lender as a joint
venturer or partner of the Subordinate Grantor. Neither party hereto shall hold itself out as a
partner, agent or Affiliate of the other party hereto.
(c) Senior Lender's and Subordinate Grantor's Consent. Wherever the Senior
Lender's consent or approval is required by any provision of this Agreement, such consent or
approval may be granted or denied by the Senior Lender in its sole and absolute discretion,.
unless otherwise expressly provided in this Agreement. Wherever the Subordinate Grantor's
consent or approval is required by any provision of this Agreement, such consent or approval
may be granted or denied by the Subordinate Grantor in its sole and absolute discretion, unless
otherwise expressly provided in this Agreement.
(d) Further Assurances. The Subordinate Grantor, the Senior Lender and the
Borrower each agree, at the 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 Restrictions is subordinate to the lien, covenants and conditions of the
Senior Security Instrument,or to further evidence the intent of this Agreement.
Subordination Agt(Second Mortg.and Third Mortg.) 13
(Timber Ridge at Sanders Pines Reserve/SAIL/1994S-003/
RFA 2014-111/201.4-4265)
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5/24/2016 16.D.11 .
(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 Property is located.
(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 of
the Subordinate Grant and all other amounts payable under the Subordinate Grant Documents,
other than by reason of payments which the Subordinate Grantor is obligated to remit to the
Senior Lender pursuant to Section 4 hereof; or (iii) the acquisition by the Senior Lender of title
to the Property pursuant to a foreclosure or a deed in lieu of foreclosure of, or the exercise of a
power of sale contained in,the Senior Security Instrument.
(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.
[COUNTERPART SIGNATURE PAGES TO FOLLOW]
Subordination Agt(Second Mortg.and Third Mortg.) 14
(Timber Ridge at Sanders Pines Reserve/SAIL/1994S-003/
RFA 2014-111/2014-4265)
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5/24/2016 16.D.11 .
COUNTERPART SIGNATURE PAGE TO
SUBORDINATION AGREEMENT
(Timber Ridge at Sanders Pines Reserve/SAIL/ 1994S-003/
RFA 2014-111 /2014-426S)
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first written above.
SENIOR LENDER:
WITNESSES: FLORIDA HOUSING FINANCE
CORPORATION
Print:
By:
Ken Reecy
Print: Director of Multifamily Programs
Address: 227 N. Bronough Street, Suite 5000
Tallahassee, Florida 32301-1329
[SEAL]
STATE OF FLORIDA
COUNTY OF LEON
The foregoing instrument was acknowledged before me this day of
2016, by KEN REECY, as Director of Multifamily Programs of the FLORIDA HOUSING
FINANCE CORPORATION, a public corporation and a public body corporate and politic duly
created and existing under the laws of the State of Florida, on behalf of Florida Housing. Said
person is personally known to me or has produced a valid driver's license as identification.
Notary Public; State of Florida
Print Name:
My Commission Expires:
My Commission No.:
S-1
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5/24/2016 16.D.11 .
COUNTERPART SIGNATURE PAGE TO
SUBORDINATION AGREEMENT
(Timber Ridge at Sanders Pines Reserve/SAIL/1994S-003/
RFA 2014-111 /2014-4265)
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first written above.
SUBORDINATE GRANTOR:
COLLIER COUNTY, FLORIDA, a political
subdivision of the State of Florida
ATTEST:
By:
Name:
Name: Title:
Title:
Address:
STATE OF FLORIDA
COUNTY OF COLLIER
The foregoing instrument was acknowledged before me this day of
, 2016, by , as of COLLIER COUNTY,
FLORIDA, a political subdivision of the State of Florida, who is personally known to me or has
produced a valid driver's license as identification.
Notary Public; State of Florida
Print Name:
My Commission Expires:
My Commission No.:
Approved as to form and legality
Assistant County Attorney }()j NV'
S-2
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5/24/2016 16.D.11 .
COUNTERPART SIGNATURE PAGE TO
SUBORDINATION AGREEMENT
(Timber Ridge at Sanders Pines Reserve/SAIL/ 1994S-003/
RFA 2014-111 /2014-426S)
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first written above.
BORROWER:
WITNESSES: OAK MARSH, LLC, a Florida limited liability
company
By: Everglades Housing Trust, Incorporated, a
Print: Florida not-for-profit corporation, its sole
member
Print: By:
Steven Kirk
President
Address: 19308 S.W. 380th Street
Florida City, Florida 33034
STATE OF FLORIDA
COUNTY OF
The foregoing instrument was acknowledged before me this day of
, 2016, by STEVEN KIRK, as President of EVERGLADES HOUSING TRUST,
INCORPORATED, a Florida not-for-profit corporation and the sole member of OAK MARSH,
LLC, a Florida limited liability company, on behalf of the corporation and limited liability
company. Said person is personally known to me or has produced a valid driver's license as
identification.
Notary Public; State of Florida
Print Name:
My Commission Expires:
My Commission No.:
S-3
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5/24/2016 16.D.11 .
EXHIBIT A
LEGAL DESCRIPTION
(Timber Ridge at Sanders Pines Reserve)
Subordination Agt(Second Mortg.and Third Mortg.)
(Timber Ridge at Sanders Pines Reserve/SAIL/1994S-003/
RPA 2014-111 /2014-4265)
Packet Page -987-