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Agenda 2/14/2023 Item #16D 4 (Allow a non-profit to restructure without jeopardizing its County SHIP mortgages)16.D.4 02/ 14/2023 EXECUTIVE SUMMARY Recommendation to approve and authorize the County Manager or designee to provide written consent for SHIP borrower, Residential Options of Florida, Inc., to restructure and transfer beneficial interest. OBJECTIVE: To allow a non-profit to restructure without jeopardizing its County SHIP mortgages. CONSIDERATIONS: The County's State Housing Initiatives Partnership (SHIP) mortgage documents require written consent for a corporate borrower to transfer any of its beneficial interest, stating, in part: 17. Transfer of the Property or a Beneficial Interest in Borrower: If all of any part of the Property of any interest in it is sold or transferred (or if a beneficial interest in Borrower is sold or transferred and Borrower is not a natural person) without Lender's prior written consent, Lender may, at its option, require immediate payment in full of all sums secured by this Security Instrument. [ .... ] SHIP borrower, Residential Options of Florida, Inc. (ROOF), a Florida not -for -profit corporation, is admitting Community Assisted and Supported Living, Inc. (CASL), a Florida not -for -profit corporation, as a member of the corporation, essentially restructuring itself with a "strategic alliance." Legal counsel for ROOF believes the restructuring may constitute a transfer of beneficial interest and is seeking consent to ensure the County does not exercise its option to require immediate payment in full for its mortgages. ROOF has provided a letter to the County explaining its proposed strategic alliance with CASL and a courtesy form consenting to the strategic alliance for the County's execution. ROOF has two (2) County SHIP mortgages: the first dated December 31, 2018, recorded in O.R. 5593, Page 1724; and the second dated November 15, 2019, recorded in O.R. 5699, Pg 2770, as modified by the Mortgage and Note Modification Agreement dated April 15, 2020, recorded in O.R. 5755, Pg 1141. The County does not have a formal policy or procedure for providing consent to a borrower to transfer a beneficial interest pursuant to the County's mortgage documents and SHIP Local Housing Assistance Plan (LHAP). Staff, in consultation with the County Attorney's Office, does not foresee any issues with, and supports, providing consent to ROOF's restructuring and adding CASL as a member. FISCAL IMPACT: There is no new Fiscal impact associated with this item. The aforementioned mortgages, in the amounts of $160,468.92 and $299,998.89 were supported by SHIP Fund (791), Projects 33467 and 33569, respectively. GROWTH MANAGEMENT IMPACT: There is no Growth Management impact associated with this action. LEGAL CONSIDERATIONS: This item has been approved as to form and legality and requires a majority vote for Board approval. -DDP RECOMMENDATION: To approve and authorize the County Manager or designee to provide written consent for SHIP borrower, Residential Options of Florida, Inc., to restructure and transfer beneficial interest. Prepared By: Donald Luciano, Grants Manager, Community and Human Services Division ATTACHMENT(S) 1. ROOFs mortgage instruments (PDF) 2. Signed MOU (PDF) 3. Collier County Approval.Letterhead (PDF) Packet Pg. 1041 16. D.4 02/14/2023 COLLIER COUNTY Board of County Commissioners Item Number: 16.D.4 Doc ID: 24328 Item Summary: Recommendation to approve and authorize the County Manager or designee to provide written consent for SHIP borrower, Residential Options of Florida, Inc., to restructure and transfer beneficial interest. Meeting Date: 02/14/2023 Prepared by: Title: — Community & Human Services Name: Donald Luciano 01/10/2023 6:01 PM Submitted by: Title: Manager - Federal/State Grants Operation — Community & Human Services Name: Kristi Sonntag 01/10/2023 6:01 PM Approved By: Review: Community & Human Services Maggie Lopez Additional Reviewer Operations & Veteran Services Jeff Newman Additional Reviewer Community & Human Services Todd Henry CHS Review Community & Human Services Blanca Aquino Luque Additional Reviewer Public Services Department Todd Henry PSD Level 1 Reviewer Grants Erica Robinson Level 2 Grants Review Public Services Department Tanya Williams PSD Department Head Review County Attorney's Office Derek D. Perry Level 2 Attorney Review Office of Management and Budget Debra Windsor Level 3 OMB Gatekeeper Review County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Grants Therese Stanley Additional Reviewer Community & Human Services Maggie Lopez Additional Reviewer Office of Management and Budget Christopher Johnson Additional Reviewer County Manager's Office Dan Rodriguez Level 4 County Manager Review Board of County Commissioners Geoffrey Willig Meeting Pending Completed 01/10/2023 8:54 PM Completed 01/11/2023 8:26 AM Skipped 01/11/2023 10:07 AM Completed 01/11/2023 3:13 PM Completed 01/17/2023 2:18 PM Completed 01/18/2023 9:15 AM Completed 01/26/2023 8:30 AM Completed 01/27/2023 9:57 AM Completed 01/27/2023 10:27 AM Completed 01/27/2023 10:40 AM Completed 01/27/2023 3:09 PM Completed 01/30/2023 7:34 PM Completed 02/01/2023 10:05 AM Completed 02/01/2023 10:51 AM 02/14/2023 9:00 AM Packet Pg. 1042 INSTR 5665273 OR 5593 PG 1724 RECORDED 1/28/2019 4:56 PM PAGES 4 CLERK OF THE CIRCUIT COURT AND COMPTROLLER, COLLIER COUNTY FLORIDA D000.35 $561.75 REC $35.50 OBLD $160,468.92 16. D.4.a Prepared by and Return to: Collier County Community & Human Services Division 3339 E Tamiami Trail, Budding H, Suite 211 Naples, Florida 34112 THIS M STATE HOUSING COLLIER COUNTY INITIATIVES PARTNERSHIP (SHIP) PROGRAM MORTGAGE Instrument") is given on c3iL>1day of ��Cc M Ix�r� 2018 The Mortgagor is teal Options of Florida, Inc. ("Borrower") This Security Instrument,rven to Collier County -SHIP ("Lender"), which is organized and existing under the laws of the United States of America, and whose address is 3339 E. TainXaMr Trail, Suite 211, Naples, Florida 34112 Borrower owes Lender the sum of one Hundred Sixty Thousand Four Hundred and Sixty- Excrht Dollars and Ninet -Two Cents ($760 468.92) This debt is evidenced by Borrower's Note dated the same date as this Security Instrument "Mortgage"), which does not provide for monthly payments. The full debt, if not paid earlier, is due upon sale title transfer, refinance orno longer serve the Intended target population within the fifteen year term If sold after the fifteen year term, no repayment is required.as long as the borrower continues to operate the property as outlined in their agreement with Collier County during the term t;f A4,friortgage. This Security Instrument secures to Lender. (a) the repayment of the debt evidenced by the Note, with interest, and all renewals, extensions and modifications, (b) the paymant pf all othei sums, with interest advanced under paragraph 7 to protect the security of the Security Instrument, and (c) the performance of Borrower's covenants and agreements under this Security Instrument and the Note For this purpose, Borrower does hereby grant and convey to Lender the following described property located in Collier County. Florida.'*^" As more particularly described as Lot 85, Arrowhead Reserve `at Lake Trafford -Block "C", as subdivision according to the plat thereof as recorded in Plat Book 48, P p,15, of the Public Records of Collier County, Florida) and which has the address of r } ("Property Address") 1011 Hamilton Street afitmoFfBlee FL 34142 (Address) (city)- (State) (zip) TOGETHER WITH all the improvements now or :fter.�efected on the property, and all easements, rights, appurtenances, rents, royalties, mineral, oil and gas rights and profits @tek nglits and stock and all fixtures now or hereafter a part of the property All replacements and additions shall also be covered v the+Set uo Instrument All of the foregoing is referred to in this Security Instrument as the "Property" BORROWER COVENANTS that Borrower is lawfully seized oft,state hereby conveyed and has the right to mortgage, grant and convey the Property and that the Property is unencumbered cept fotf,encumbrances of record Borrower warrants and will defend generally the title to the Property against all claims and demands, s6jeci to iihyyencumbrances of record THIS SECURITY INSTRUMENT combines uniform covenants for natiorlwuse,and non -uniform covenants with limited variation by jurisdiction to constitute a uniform security instrument covering real pwpert UNIFORM COVENANTS Borrower and Lender covenant and agree as folte'Ws 1. Payment of Principal and Interest; Prepayment and Late Charge*,.' shall promptly pay when due the principal of and interest on the debt evidenced by the Note 2. Taxes. The Mortgagor will pay all taxes, assessments, sewer rents or water rate prwrtothe accrual of any penalties or interest thereon The Mortgagor shall pay or cause to be paid, as the same respect ively,gecome due, (A)(1) all taxes and governmental charges of any kind whatsoever which may at any time be lawfully assessed gr 1,,_vied against or with respect to the Property, (2) all utility and other charges, including "service charges", incurred or imposed 4F, th,operation, maintenance, use, occupancy, upkeep and improvement of the Property, and (3) all assessments or other governMei!ftal charges that may lawfully be paid in installments over a period of years, the Mortgagor shall be obligated under the Mortgage to pay or causeao be paid only such installments as are required to be paid during the term of the Mortgage, and shall, promptly after the p, t of any of the foregoing, forward to Mortgagee evidence of such payment. 3. Application of Payments. Unless applicable law provides otherwise, all payments receive"ry r shall be applied, first, to interest due, and, to principal due; and last, to any late charges due under the Note y , 4. Charges, Liens. Borrower shall pay all taxes, assessments, charges, fines and impositions attributable tithe Property which may attain priority over this Security Instrument, and leasehold payments or ground rents, if any Borrower shall promptly furnish to Lender all notices of amounts to be paid under this paragraph, and all receipts evidencing the payments Borrower shall promptly discharge any lien which has priority over this Security Instrument unless Borrower (a) agrees in writing to the payment of the obligation secured by the lien in a manner acceptable to Lender, (b) contests in good faith the lien by, or defends against enforcement of the lien in, legal proceedings which in the Lenders opinion operate to prevent the enforcement of the lien, or (c) secures from the holder of the lien an agreement satisfactory to Lender subordinating the lien to this Security Instrument If Lender determines that any part of the Property is subject to a lien which may attain priority over the Security Instrument, Lender may give Borrower a notice identifying the lien. Borrower shall satisfy the lien or take one or more of the actions set forth above within 10 days of the giving of notice 5. Hazard or Property Insurance. Borrower shall keep the improvements now existing or hereafter erected on the Property insured against loss by fire, hazards included within the term "extended coverage" and any other hazards, including floods or flooding, for which Lender requires insurance This insurance shall be maintained in the amounts and for the periods that Lender requires The insurance carrier providing the insurance shall be chosen by Borrower subject to Lender's approval which shall not be unreasonably withheld If Borrower fails to maintain coverage described above, Lender may, at Lender's option, obtain coverage to protect Lender's rights in the Property in accordance with paragraph 7 At all times that the Note is outstanding, the Mortgagor shall maintain insurance with respect to the Premises against such risks and for such amounts as are customarily insured against and pay, Packet Pg. 1043 OR 5593 PG 1725 as the same become due and payable, all premiums In respect thereto, Including, but not limited to , all-risk insurance protecting the interests of the Mortgagor and Mortgagee against loss or damage to the Premises by fire, lightning, and other casualties customarily insured against (including boiler explosion, if appropriate), with a uniform standard extended coverage endorsement, including debris removal coverage Such insurance at all times to be In an amount not less than the full replacement cost of the Premises, exclusive of footings and foundations. All insurance policies and renewals shall be acceptable to Lender and shall include a standard mortgage clause Lender shall have the right to hold the policies and renewals. If Lender requires, Borrower shall promptly give to Lender all receipts of paid premiums and renewal notices. In the event of loss, Borrower shall give prompt notice to the insurance carrier and Lender Lender may make proof of loss if not made promptly by Borrower. Unless Lgrider and Borrower otherwise agree in writing, insurance proceeds shall be applied to restoration or repair of the Property damage¢, If_the restoration or repair Is economically feasible and Lender's security is not lessened. If the restoration or repair is not ecgfiomi Ily feasible or Lender's security would be lessened, the insurance proceeds shall be applied to the sums secureI ty_Instrument, whether or not then due, with any excess paid to Borrower If Borrower abandons the Property or does not answer within 30 days a notice from Lender that the insurance carver has offered to settle a claim, then Lender may collect the Insurance proceeds Lender may use the proceeds to repair or restore the Property or to pay sums secured by this Security Instrument, whether or not then due The 30-day period will begin when the notice Is mailed. Unless Lender and Borrower otherwise agree in writing, any application of proceeds to principal shall not extend or postpone the due date of the monthly payments referred to in paragraph 1 or change the amount of the payments If under paragraph 21 the Property is acquired by Lender, Borrower's right to any insurance policies and proceeds resulting from damage to the Property prior to the acquisition shall pass to Lender to the extent of the sums secured by this Security Instrument immediately prior to the acquisition S. Occupancy, Preservation, Maintenance and Protection of the Property; Borrower's Loan Application, Leaseholds. Borrower agrees to lease. lent or make available on a continuous basis for rental to persons and/or households whose as established in the Borrower's ao'reement with Lender Borrower shall not destroy damage or impair the Property, allows the Property to deteriorate, or commit waste on the Property. Borrower shall be in default If any forfeiture action or proceeding, whether civil or criminal, is begun that in Lender's good faith judgment could result in forfeiture of the Property or otherwise materially impair the lien created by this Security Instrument or Lender's security interest Borrower may cure such a default and reinstate, as provided in paragraph 18, by causing the action or"proceeding to be dismissed with a ruling that, in Lender's good faith determination, precludes forfeiture of the Borrower's interest In the, Property or other material Impairment of the hen created by this Security Instrument or Lender's security Interest. Borrower shall also be in default if Borrower, gave materially false or inaccurate information or statements to Lender (or failed to provide Lender with any material information) in connection with the loan evidenced by the Note If this Security Instrument Is on leasehold, Borrower shall comply with all the provision of the lease. If Borrower acquires fee title to the Property, the leasehold and the fee title shall not merge unless Lender agrees to the merger in writing 7. Protection of Lender's Rights In the Property. If Borrower fails to perform the covenants and agreements contained in this Security Instrument, or there Is a legal proceeding that may significantly affect Lender's rights in the Property (such as a proceeding in bankruptcy, probate, for condemnation or fo eiture or to enforce laws or regulations), then Lender may do and pay for whatever Is necessary to protect the value of the Propert and Lender's rights in the Property Lender's actions may Include paying any sums secured by a lien which has priority over this Security Instrument, appearing In court, paying reasonable attorneys' fees and entering on the Property to make repairs Although Lender may take action under this paragraph 7, Lender does not have to do so Any amounts disbursed by Lender under this paragraph 7 shall become additional debt of Borrower secured by this Security Instrument. Unless Borrower and Lender agree to other terms,Pl7payment, these amounts shall bear interest from the date of disbursement at the Note rate and shall be payable, with Interest, Uponpotice from Lender to Borrower requesting payment 8. Mortgage Insurance. If Lender required mortgage insurance as a:jiNi ition of making the loan secured by this Security Instrument, Borrower shall pay the premiums required to maintain the mortgage insurance in effect If, for any reason, the mortgage Insurance coverage required by Lender lapses or ceases to be in effect, Borrower ahak.pay the premiums required to obtain coverage substantially equivalent to the mortgage Insurance previously in effect, at a cost substar*ally equivalent to the cost to Borrower of the mortgage insurance previously in effect, from an alternate mortgage insurer approved Ky`Lender If substantially equivalent mortgage Insurance coverage Is not available, Borrower shall pay to Lender each month a sum equal to one -twelfth of the yearly mortgage insurance premium being paid by Borrower when the Insurance coverage laps8d or ased 3o be in effect Lender will accept, use and retain these payments as a loss reserve in lieu of mortgage Insurance. Loss r erve pa merits may no longer be required, at the option of Lender, If mortgage Insurance coverage (in the amount and for the periodth ender requires) provided by an insurer approved by Lender again becomes available and is obtained. Borrower shall pay a premiums required to maintain mortgage insurance in effect, or to provide a loss reserve, until the requirement for mortgage insurance ends in accordance with any written agreement between Borrower and Lender or applicable law 9. Inspection. Lender or its agent may make reasonable entries upon and inspections of*e.Property Lender shall give Borrower notice at the time of or prior to an inspection specifying reasonable cause for the inspection 10. Condemnation. The proceeds of any award or claim for damages, direct or consbquential' in connection with any condemnation or other taking of any part of the Property, or for conveyance in lieu of condemnation arerh � y assigned and shall be paid to Lender In the event of a total taking of the Property, the proceeds shall be applied to th s secured by this Security Instrument, whether or not then due, with any excess paid to Borrower. In the event of a partial taking'ofthe Property, in which the fair market value of the Property Immediately before the taking is equal to or greater than the amount -of the sums secured by this Security Instrument Immediately before the taking, unless Borrower and Lender otherwise agree In writing, the sums secured by this Security Instrument shall be reduced by the amount of the proceeds multiplied by the following fraction (a) the total amount of the sums secured Immediately before the taking, divided by (b) the fair market value of the Property Immediately before the taking Any balance shall be paid to Borrower. In the event of a partial taking of the Property In which the fair market, value of the Property Immediately before the taking Is less than the amount of the sums secured Immediately for the taking, unless Borrower and Lender otherwise agree In writing or unless applicable law otherwise provides, the proceeds shall be applied to the sums secured by this Security Instrument whether or not the sums are then due Unless Lender and Borrower otherwise agree In writing, any application of proceeds to principal shall not extend or postpone the due date of the monthly payments referred to in paragraphs 1 or change the amount of such payments 11. Borrower Not Released, Forbearance by Lender Not a Waiver. Extension of the time for payment or modification of amortization of the sums secured by this Security Instrument granted by Lender to any successor In interest of Borrower shall not operate to release the liability of the original Borrower or Borrower's successors In Interest Lender shall not be required to commence proceedings against any successor In interest or refuse to extend time for payment or otherwise modify amortization of the sums secured by this Security Instrument by reason of any demand made by the original Borrower or Borrower's successors In Interest Any forbearance by Lender In exercising any right or remedy shall not be a waiver of or preclude the exercise of any right or remedy 12. Successors and Assigns Bound, Joint and Several Liability; Co -Signers. The covenants and agreements of this Security Instrument shall bind and benefit the successors and assigns of Lender and Borrower, subject to the Provisions of paragraph 17. Borrower's covenants and agreements shall be joint and several Any Borrower who co-signs this Security Instrument but does a_ Cn op N M N C E 7 >r N C d R O E N LL O O r-i C d E t t) tE a Packet Pg. 1044 OR 5593 PG 1726 not execute the Note, (a) is co-signing this Security Instrument only to mortgage, grant and convey that Borrower's interest in the Property under the terms of this Security Instrument, (b) is not personally obligated to pay the sums secured by this Security Instrument, and (c) agrees that Lender and any other Borrower may agree to extend, modify, forbear or make any accommodations with regard to the terms of this Security Instrument or the Note without that Borrower's consent 13. Loan Charges. If the loan secured by this Security Instrument is subject to a law which sets maximum loan charges, and that law is finally interpreted so that the Interest or other loan charges collected or to be collected in connection with the loan exceed the permitted limits, then (a) any such loan charge shall be reduced by the amount necessary to reduce the charge to the permitted limit, and (b) any sums already collected from Borrower which exceeded permitted limits will be refunded to Borrower Lender may choose to make this refund by reducing the principal owed under the Note or by making a direct payment to Borrower. If a refund reduces principal, the reduction will be treated as a partial prepayment without any prepayment charge under the Note 44.'. Notice., Any notice to Borrower provided for in this Security Instrument shall be given by delivering it or by mailing it by first class mail ,lidless applicable law required use of another method The notice shall be directed to the Property Address or any other address"Borrower'designates by notice to Lender Any notice to Lender shall be given to Borrower or Lender when given as provided in this paragraph ,} _ , 15. Governkkj Lava; Slverabllity. This Security Instrument shall be governed by federal law and the law of the jurisdiction in which the Property is located `'t the event that any provision or clause of this Security Instrument or the Note conflicts with applicable law, such conflict shall not affect other provisions of this Security Instrument or the Note which can be given effect without the conflicting provision To this end the provisions of this Security Instrument and the Note are declared to be severable 16. Borrower's Copy; Botrow;shall be given one conformed copy of the Note and of this Security Instrument 17. Transfer of the PropertWor a Beneficial Interest In Borrower. If all or any part of the Property or any interest in it is sold or transferred (or if a beneficial interest in Borrower is sold or transferred and Borrower is not a natural person) without Lender's prior written consent, Lender may, at its option, require immediate payment in full of all sums secured by this Security Instrument However, this option shall not be exercised by. Lender if exercise is prohibited by federal law as of the date of this Security Instrument, If Lender exercised this option, Lender shall give Borrower notice of acceleration The notice shall provide a period of not less than 30 days from the date the notice is delivered or mailed within which Borrower must pay all sums secured by this Security Instrument If Borrower fails to pay these sums prior to the expiration of this period, Lender may invoke any remedies permitted by this Security Instrument without further notice or demand on Borroer 18, Borrower's Right to Reinstate.', if $`orrower meets certain conditions, Borrower shall have the right to have enforcement of this Security Instrument discontinued at time prior to the earlier of (a) 5 days (or such other period as applicable law may specify for reinstatement) before sale of tie Ppaperty pursuant to any power of sale contained in this Security Instrument, or (b) entry of a judgment enforcing this Security Instrument Tho,,se'conddions are that Borrower (a) pays Lender all sums which then would be due under this Security Instrument and the No as if no acceleration had occurred, (b) cures and default of any other covenants or agreements, (c) pays all expenses incurredtfl enforcing this Security Instrument, including, but not limited to, reasonable attorney's fees, and (d) takes such action as Lender mayreasonably require to assure that the lien of this Security Instrument, Lender's rights in the Property and Borrower's obligation- A"°pay,the sums secured by this Security Instrument shall continue unchanged. Upon reinstatement by Borrower, this Security Instn mF5t and the obligations secured hereby shall remain fully effective as if no acceleration had occurred. However, this right to remstaie aif nt,)tapply in the case of acceleration under paragraph 17. 19. Sale of Note; Change of Loan Servicer. The Norte orA partial interest in the Note (together with this Security Instrument) may be sold one or more times without prior notice to Borrower *'A sale may result in a change in the entity (known as the "Loan Servicer") that collects monthly payments due under the Note and It teeunty Instrument There also may be one or more changes of the Loan Servicer unrelated to a sale of the Note. If there is -avenge cif the Loan Servicer, Borrower will be given written notice of the change in accordance with paragraph 14 and applicable law 711a riotic null state the name and address of the new Loan Servicer and the address to which payments should be made. The nottce`;w111 atsa�,contain any other information required by applicable law 20. Hazardous Substances. Borrower shall not cause or permit the praseftce, e, disposal, storage, or release of any Hazardous Substances on or m the Property Borrower shall not do, nor allow anyone:,a[ o do, anything affecting the Property that is in violation of any Environmental Law The preceding two sentences shall not ly to the presence, use, or storage on the Property of small quantities of Hazardous Substances that are generally recognized to be appro slat t normal residential uses and to maintenance of the Property Borrower shall promptly give Lender written notice for any investigation, claim, demand, law d or othler action by any governmental or regulatory agency or private party involving the Property and any Hazardous Substance or Environmental Law of which Borrower has actual knowledge If Borrower learns, or is notified by any governmental or regulatory ttho ity, that any removal or other remediation of any Hazardous Substance affecting the Property is necessary, Borrower shall ptottlptly take all necessary remedial actions in accordance with Environmental Law. As used in this paragraph 20, "Hazardous Substances" are those substances defined as t6vc­brJi6zardous substances by Environmental Law and the following substances gasoline, kerosene, other flammable or toxic peiiblellrn prpducts, toxic pesticides and herbicides, volatile solvents, materials containing asbestos or formaldehyde, and radioactive materials As used in this paragraph 20, "Environmental Law" means federal laws and laws of the jurisdiction where the Property is located that relate, to health, safety or environmental protection p 21. Acceleration; Remedies. Lender shall give notice to Borrower prior to acceleration following Borrower's.breach of any covenant or agreement in this Security Instrument (but not prior to acceleration under paragraph 17 unless applicable law provides otherwise) The notice shall specify (a) the default, (b) the action required to cure the default, (c) a date, not less than 30 days from the date the notice is given to Borrower, by which the default must be cured, and (d) that failure to cure the default on or before the date specified in the notice may result in acceleration of the sums secured by this Security Instrument, foreclosure by judicial proceeding and sale of the Property The notice shall further inform Borrower of the right to reinstate after acceleration and the right to assert in the foreclosure preceding the non-existence of a default or any other defense of Borrower to acceleration and foreclosure If the default is not cured on or before the date specified in the notice, Lender, at its option, may require immediate payment in full of all sums secured by this Security Instrument without further demand and may foreclose this Security Instrument by judicial proceeding Lender shall be entitled to collect all expenses incurred in pursuing the remedies provided in this paragraph 21, including, but not limited to, reasonable attorney's fees and costs of the title evidence 22. Release. Upon payment of all sums secured by this Security Instrument, Lender shall release this Security Instrument, without charge to Borrower 23. Attorneys' Fees. As used In this Security Instrument and the Note, "attorneys' fees" shall include any attorneys' fees awarded by an appellate court fC O I_ CL t2 Q 3 V 7 L N d d L O t2 L O U L 3 O O co a_ 00 N M 04 to C d E 7 Cn d tB O E in LL O O C d E t V fC Q Packet Pg. 1045 *** OR 5593 PG 1727 *** 16. D.4.a 24 Riders to this Security Instrument. If one or more riders are executed by Borrower and recorded together with this Security Instrument, the covenants and agreements of each such rider shall be incorporated into and shall amend and supplement the covenants and agreements of this Security instrument as if the rider(s) were a part of this Security Instrument (Check Applicable Box) ❑ Adjustable Rate Rider ❑ Rate Improvement Rider ❑ Condominium Rider ❑ Graduated Payment Rider ❑ 1-4 Family Rider ❑ Second Home Rider ❑ Balloon Rider ❑ Biweekly Payment Rider ❑ Planned Unit Development Rider ❑ Other(s) (specify SIGNING ELOVV, "rawer accepts and agrees to the terms and covenants contained in this Security Instrument and in any rider(s) executed by Borer .aO recorded with it. Signed, sealed and delivered in the presence of Signature. Address 3050 Horseshoe DriveN. Suite 285 Naples, FL S4104 STATE OF FLORIDA r COUNTY OF COLLIERt ,t I hereby certify that, Sheryl Soukup perion executed the foregoing instrument and acknowledged 6 expressed WITNESS my hand and official seal in the 0 My Commission Expires (Seal) Signature appeared to me known to be the person(s) described in and who me that (He/ she/ they) executed the same for the purpose therein y and State aforesaid this & s day of Ibe or-M b K, 2018 dar ra® Notary Public State of Florida :° �; Lauren E Cohen a My Commission GG 160g02 n, +r,o' Expires 07l28/2021 F— �c r L 1 Signature Lauren E. Cohen Packet Pg. 1046 INSTR 5795882 OR 5699 PG 2770 RECORDED 11/26/2019 2:38 PM PAGES CLERK OF THE CIRCUIT COURT AND COMPTROLLER, COLLIER COUNTY FLORIDA DOC@.35 $912.45 REC $35.50 OBLD $260,700.00 16.D.4.a Prepared by and Return to: Collier County Community & Human Services Division 3339 E. Tamiami Trail, Building H, Suite 211 Naples, Florida 34112 COLLIER COUNTY STATE HOUSING INITIATIVES PARTNERSHIP (SHIP) PROGRAM MORTGAGE THIS MORTGAGE ("Security Instrument") is given on fih day of NO ✓eYYt�j�'r 2019. The Mortgagor is: Residential Options of Florida, Inc. ("Borrower") t This Security Instruments givers to Collier County -SHIP ("Lender"), which is organized and existing under the laws of the United States,q Amgfca, and whose address is 3339 E. Tamiami Trail, Suite 211, Naples, Florida 34112. Borrower owes Lender the sum of Two Hundred Sixty Thousand Seven Hundred Dollars ($260,700.00) . This debt is evid ced by Borrower's Note dated the same date as this Security Instrument ("Mortgage"), which does not provide for monthly payments': The full debt, if not paid earlier, is due upon sale, title transfer, refinance, or no longer serve the intended target Dooulatlontiuithin the fifteen -year term. If sold after the fifteen -year term, no repayment is required as long as the borrower continues to operate the property as outlined in their agreement with Collier County during the term of the mortgage. :z f This Security Instrument secures to Lender: (p6 the repayment of the debt evidenced by the Note, with interest, and all renewals, extensions and modifications; (b) the paymeof of all other sums, with interest advanced under paragraph 7 to protect the security of the Security Instrument; and (c) the performance gf-Borrower's covenants and agreements under this Security Instrument and the Note. For this purpose, Borrower does hereby grafit and Oionvey to Lender the following described property located in Collier County, Florida. V , As more particularly described as Lot 67, Leawood Lakes4 according to the plat thereof as recorded in Plat Book 24, pages 62 through 64, of the Public Records of Collier County, Florida. (Parcel ID Number: 54670001540) and which has the address of:'! ("Property Address"): 389 Leawood Circle Naples FL 34104 (Address) I __((City'); (State) (zip) TOGETHER WITH all the improvements now or her6after"erected on the property, and all easements, rights, appurtenances, rents, royalties, mineral, oil and gas rights and profits,4Atet rights and stock and all fixtures now or hereafter a part of the property. All replacements and additions shall also be covered by the'Seunty Instrument. All of the foregoing is referred to in this Security Instrument as the "Property" BORROWER COVENANTS that Borrower is lawfully seized of th @state hereby conveyed and has the right to mortgage, grant and convey the Property and that the Property is unencumbered, excep(for encumbrances of record. Borrower warrants and will defend generally the title to the Property against all claims and demands, subject t6 any encumbrances of record. THIS SECURITY INSTRUMENT combines uniform covenants for national Ie and non -uniform covenants with limited variation by jurisdiction to constitute a uniform security instrument covering real propoy,'1 UNIFORM COVENANTS. Borrower and Lender covenant and agree as follows: "r, _ "i 1. Payment of Principal and Interest; Prepayment and Late Charges. = Borrower shall promptly pay when due the principal of and interest on the debt evidenced by the Note. 2. Taxes. The Mortgagor will pay all taxes, assessments, sewer rents or water rates pnor,tb the accrual of any penalties or interest thereon. The Mortgagor shall pay or cause to be paid, as the same respectively, laecorme, due, (A)(1) all taxes and governmental charges of any kind whatsoever which may at any time be lawfully assessed or levied ag inst or with respect to the Property, (2) all utility and other charges, including "service charges", incurred or imposed for `the operation, maintenance, use, occupancy, upkeep and improvement of the Property, and (3) all assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Mortgagor shall be obligated under the Mortgage to pay oryaus&to be paid only such installments as are required to be paid during the term of the Mortgage, and shall, promptly after the payment of any of the foregoing, forward to Mortgagee evidence of such payment. 3. Application of Payments. Unless applicable law provides otherwise, all payments received by Lender shall be applied; first, to interest due; and, to principal due; and last, to any late charges due under the Note. 4. Charges; Liens. Borrower shall pay all taxes, assessments, charges, fines and impositions attributable to the Property which may attain priority over this Security Instrument, and leasehold payments or ground rents, if any. Borrower shall promptly furnish to Lender all notices of amounts to be paid under this paragraph, and all receipts evidencing the payments. Borrower shall promptly discharge any lien which has priority over this Security Instrument unless Borrower: (a) agrees in writing to the payment of the obligation secured by the lien in a manner acceptable to Lender; (b) contests in good faith the lien by, or defends against enforcement of the lien in, legal proceedings which in the Lender's opinion operate to prevent the enforcement of the lien; or (c) secures from the holder of the lien an agreement satisfactory to Lender subordinating the lien to this Security Instrument. If Lender determines that any part of the Property is subject to a lien which may attain priority over the Security Instrument, Lender may give Borrower a notice identifying the lien. Borrower shall satisfy the lien or take one or more of the actions set forth above within 10 days of the giving of notice. S. Hazard or Property Insurance. Borrower shall keep the improvements now existing or hereafter erected on the Property insured against loss by fire, hazards included within the term "extended coverage" and any other hazards, including floods or flooding, for which Lender requires insurance. This insurance shall be maintained in the amounts and for the periods that Lender requires. The insurance carrier providing the insurance shall be chosen by Borrower subject to Lender's approval which shall not be unreasonably withheld. If Borrower fails to maintain coverage described above, Lender may, at Lender's option, obtain coverage to protect Lender's rights in the Property in accordance with paragraph 7. At all times that the Note is outstanding, the Mortgagor shall maintain insurance with respect to the Premises against such risks and for such amounts as are customarily insured against and pay, m 0 a a Q a, 3 V y m m 0 0 a `0 U 3 0 `o m 00 N M 04 a� rn m rn 0 E yi LL O O w Packet Pg. 1047 OR 5699 PG 2771 16.D.4.a as the same become due and payable, all premiums in respect thereto, including, but not limited to , all-risk insurance protecting the interests of the Mortgagor and Mortgagee against loss or damage to the Premises by fire, lightning, and other casualties customarily insured against (including boiler explosion, if appropriate), with a uniform standard extended coverage endorsement, including debris removal coverage. Such insurance at all times to be in an amount not less than the full replacement cost of the Premises, exclusive of footings and foundations. All insurance policies and renewals shall be acceptable to Lender and shall include a standard mortgage clause. Lender shall have the right to hold the policies and renewals. If Lender requires, Borrower shall promptly give to Lender all receipts of paid premiums and renewal notices. In the event of loss, Borrower shall give prompt notice to the insurance carrier and Lender. Lender may make proof of loss if not made promptly by Borrower. Unless Lender and Borrower otherwise agree in writing, insurance proceeds shall be applied to restoration or repair of the Property damaged, if the restoration or repair is economically feasible and Lender's security is not lessened. If the restoration or repair is not economically feasible or Lender's security would be lessened, the insurance proceeds shall be applied to the sums secured by the Security Instrument, whether or not then due, with any excess paid to Borrower. If Borrower abandons the Property or does not answer within 30 days a notice from Lender that the insurance carrier has offered to settle a claim, then Lender may collect the insurance proceeds. Lender may use the proceeds to repair or restore the Property or to pay sums secured by this Security Instrument, whether or not then due. The 30-day period will begin when the notice is mailed. Unless Lender and Borrower otherwise agree in writing, any application of proceeds to principal shall not extend or postpone the due date of the monthly payments referred to in paragraph 1 or change the amount of the payments. If under paragraph 21 the Property is acquired by Lender, Borrower's right to any insurarl6e policies and proceeds resulting from damage to the Property prior to the acquisition shall pass to Lender to the extent of theaUrfis siscured by this Security Instrument immediately prior to the acquisition. 6. Occupancy', Preservation, Maintenance and Protection of the Property; Borrower's Loan Application, Leaseholds. Borrower agrees to lease. rent or make available on a continuous basis for rental to persons and/or households whose as established in the Borrower'&-bgreement with Lender. Borrower shall not destroy damage or impair the Property, allows the Property to deteriorate, or commit waste on the Property. Borrower shall be in default if any forfeiture action or proceeding, whether civil or criminal, is begun that in Lender's good faith judgment could result in forfeiture of the Property or otherwise materially impair the lien created by this Security Instrument or Lender's security interest. Borrower may cure such a default and reinstate, as provided in paragraph 18, by causing the action npr proceeding to be dismissed with a ruling that, in Lender's good faith determination, precludes forfeiture of the Borrower's interesin the Property or other material impairment of the lien created by this Security Instrument or Lender's security interest. Borrower shall also be in default if Borrower, gave materially false or inaccurate information or statements to Lender (or faded to provide [[ender Wthany material information) in connection with the loan evidenced by the Note. If this Security Instrument is on leasehold, Borrower sha(I comply with all the provision of the lease. If Borrower acquires fee title to the Property, the leasehold and the fee title shall not merfje Unless Lender agrees to the merger in writing. 7. Protection of Lender's Rights in the Property. ,ffa this Security Instrument, or there is a legal proceeding` -that r proceeding in bankruptcy, probate, for condemnation or rorf9pit0n whatever is necessary to protect the value of the Property an 3 any sums secured by a lien which has priority over this Sec in, 1 entering on the Property to make repairs. Although Lender may Any amounts disbursed by Lender under this paragraph 7 st Instrument. Unless Borrower and Lender agree to other term disbursement at the Note rate and shall be payable, with interest, ower fails to perform the covenants and agreements contained in significantly affect Lender's rights in the Property (such as a to enforce laws or regulations), then Lender may do and pay for er's rights in the Property. Lender's actions may include paying itrient, appearing in court, paying reasonable attorneys' fees and a action under this paragraph 7, Lender does not have to do so. become additional debt of Borrower secured by this Security payment, these amounts shall bear interest from the date of n notice from Lender to Borrower requesting payment. 8. Mortgage Insurance. If Lender required mortgage insurance as S condition of making the loan secured by this Security Instrument, Borrower shall pay the premiums required to maintain the mo,y,�' ageansurance in effect. If, for any reason, the mortgage insurance coverage required by Lender lapses or ceases to be in effect, Borrower, shall pay the premiums required to obtain coverage substantially equivalent to the mortgage insurance previously in effect, at a costs 6stantially equivalent to the cost to Borrower of the mortgage insurance previously in effect, from an alternate mortgage insurer approved by,Lender. If substantially equivalent mortgage insurance coverage is not available, Borrower shall pay to Lender each month "a sum equal to one -twelfth of the yearly mortgage insurance premium being paid by Borrower when the insurance coverage lapsed "r sed to be in effect. Lender will accept, use and retain these payments as a loss reserve in lieu of mortgage insurance. Loss reserve payments may no longer be required, at the option of Lender, if mortgage insurance coverage (in the amount and for the period tt)at`Lender requires) provided by an insurer approved by Lender again becomes available and is obtained. Borrower shall pay the premiums required to maintain mortgage insurance in effect, or to provide a loss reserve, until the requirement for mortgage insurance ends in accordance with any written agreement between Borrower and Lender or applicable law. r 9. Inspection. Lender or its agent may make reasonable entries upon and inspectioos`tif�te,Property. Lender shall give Borrower notice at the time of or prior to an inspection specifying reasonable cause for the inspect go. 10. Condemnation. The proceeds of any award or claim for damages, direct or consequential, in connection with any condemnation or other taking of any part of the Property, or for conveyance in lieu of condemnation, are he rahyassigned and shall be paid to Lender. In the event of a total taking of the Property, the proceeds shall be applied to the stfms secured by this Security Instrument, whether or not then due, with any excess paid to Borrower. In the event of a partial taking of the Property, in which the fair market value of the Property immediately before the taking is equal to or greater than the amount of the sums secured by this Security Instrument immediately before the taking, unless Borrower and Lender otherwise agree in writing, the sums secured by this Security Instrument shall be reduced by the amount of the proceeds multiplied by the following fraction: (a) the total amount of the sums secured immediately before the taking, divided by (b) the fair market value of the Property immediately before the taking. Any balance shall be paid to Borrower. In the event of a partial taking of the Property in which the fair market value of the Property immediately before the taking is less than the amount of the sums secured immediately for the taking, unless Borrower and Lender otherwise agree in writing or unless applicable law otherwise provides, the proceeds shall be applied to the sums secured by this Security Instrument whether or not the sums are then due. Unless Lender and Borrower otherwise agree in writing, any application of proceeds to principal shall not extend or postpone the due date of the monthly payments referred to in paragraphs 1 or change the amount of such payments. 11. Borrower Not Released, Forbearance by Lender Not a Waiver. Extension of the time for payment or modification of amortization of the sums secured by this Security Instrument granted by Lender to any successor in interest of Borrower shall not operate to release the liability of the original Borrower or Borrower's successors in interest. Lender shall not be required to commence proceedings against any successor in interest or refuse to extend time for payment or otherwise modify amortization of the sums secured by this Security Instrument by reason of any demand made by the original Borrower or Borrower's successors in interest. Any forbearance by Lender in exercising any right or remedy shall not be a waiver of or preclude the exercise of any right or remedy. 12. Successors and Assigns Bound; Joint and Several Liability; Co -Signers. The covenants and agreements of this Security Instrument shall bind and benefit the successors and assigns of Lender and Borrower, subject to the Provisions of paragraph 17. Borrowers covenants and agreements shall be joint and several Any Borrower who co-signs this Security Instrument but does 0 a a Q L fn am lZ' 0 0 a `o U N 0 0 0 00 00 xV M e 04 to rn a> t 0 E Packet Pg. 1048 OR 5699 PG 2772 16.D.4.a not execute the Note, (a) is co-signing this Security Instrument only to mortgage, grant and convey that Borrower's interest in the Property under the terms of this Security Instrument; (b) is not personally obligated to pay the sums secured by this Security Instrument; and (c) agrees that Lender and any other Borrower may agree to extend, modify, forbear or make any accommodations with regard to the terms of this Security Instrument or the Note without that Borrower's consent. 13. Loan Charges. If the loan secured by this Security Instrument is subject to a law which sets maximum loan charges, and that law is finally interpreted so that the interest or other loan charges collected or to be collected in connection with the loan exceed the permitted limits, then: (a) any such loan charge shall be reduced by the amount necessary to reduce the charge to the permitted limit; and (b) any sums already collected from Borrower which exceeded permitted limits will be refunded to Borrower. Lender may choose to make this refund by reducing the principal owed under the Note or by making a direct payment to Borrower. If a refund reduces principal, the reduction will be treated as a partial prepayment without any prepayment charge under the Note. 14. Notices. Any notice to Borrower provided for in this Security Instrument shall be given by delivering it or by mailing it by first class mail unless applicable law required use of another method. The notice shall be directed to the Property Address or any other address Borrower designates by notice to Lender. Any notice to Lender shall be given to Borrower or Lender when given as provided in this paragraph. 15. Governing Law;,Severability. This Security Instrument shall be governed by federal law and the law of the jurisdiction in which the Property is ,located. In the event that any provision or clause of this Security Instrument or the Note conflicts with applicable law, such cog4jef shall pot affect other provisions of this Security Instrument or the Note which can be given effect without the conflicting provision.' T, thi nd the provisions of this Security Instrument and the Note are declared to be severable. 16. Borrower's Copy Borrower shall be given one conformed copy of the Note and of this Security Instrument. 17. Transfer of the Property or a Beneficial Interest in Borrower. If all or any part of the Property or any interest in it is sold or transferred (or if a beneficial i je estin Borrower is sold or transferred and Borrower is not a natural person) without Lender's prior written consent, Lender may, at its option, require immediate payment in full of all sums secured by this Security Instrument. However, this option shall not be exercised by Lender if exercise is prohibited by federal law as of the date of this Security Instrument. If Lender exercised this option, Lender shall gve,Aorrower notice of acceleration. The notice shall provide a period of not less than 30 days from the date the notice is delivered or mailed within which Borrower must pay all sums secured by this Security Instrument. If Borrower fails to pay these sums prior to thgrexpiration of this period, Lender may invoke any remedies permitted by this Security Instrument without further notice or demand on Borrower:; 18. Borrower's Right to Reinstate. 'it 136rro enforcement of this Security Instrument discontinued'at any, law may specify for reinstatement) before sale of the Proper (b) entry of a judgment enforcing this Security Instrument.'' would be due under this Security Instrument and the Note covenants or agreements; (c) pays all expenses incurred iffe attorney's fees; and (d) takes such action as Lender may Lender's rights in the Property and Borrower's obligation unchanged. Upon reinstatement by Borrower, this Security as if no acceleration had occurred. However, this right to ren meets certain conditions, Borrower shall have the right to have prior to the earlier of: (a) 5 days (or such other period as applicable irsuant to any power of sale contained in this Security Instrument; or a, conditions are that Borrower: (a) pays Lender all sums which then f no accelerafion had occurred; (b) cures and default of any other rjrg-this Security Instrument, including, but not limited to, reasonable ;opa6ly require to assure that the lien of this Security Instrument, 7he. sums secured by this Security Instrument shall continue t aid the obligations secured hereby shall remain fully effective e sh, "ot apply in the case of acceleration under paragraph 17. 19. Sale of Note; Change of Loan Servicer. The Note'or ;a `partial interest in the Note (together with this Security Instrument) may be sold one or more times without prior notice to Borrower. A�ale may result in a change in the entity (known as the "Loan Servicer") that collects monthly payments due under the Note ano tKis security Instrument. There also may be one or more changes of the Loan Servicer unrelated to a sale of the Note. If there is a change;ofthe Loan Servicer, Borrower will be given written notice of the change in accordance with paragraph 14 and applicable law. Th&irotice will state the name and address of the new Loan Servicer and the address to which payments should be made The notibe,wi f also contain any other information required by applicable law. 20. Hazardous Substances. Borrower shall not cause or permit the presence, use, disposal, storage, or release of any Hazardous Substances on or in the Property. Borrower shall not do, nor allow anyone el to , anything affecting the Property that is in violation of any Environmental Law. The preceding two sentences shall not apply to the presence, use, or storage on the Property of small quantities of Hazardous Substances that are generally recognized to be.apprcjriate to normal residential uses and to maintenance of the Property. f Borrower shall promptly give Lender written notice for any investigation, claim, demand, lawsuit or 9ther action by any governmental or regulatory agency or private party involving the Property and any Hazardous Substance or forimbrital Law of which Borrower has actual knowledge. If Borrower learns, or is notified by any governmental or regulatoryauthoritythat any removal or other remediation of any Hazardous Substance affecting the Property is necessary, Borrower shall promp0y- I e all necessary remedial actions in accordance with Environmental Law. i As used in this paragraph 20, "Hazardous Substances" are those substances defined as toxic or, hazardous substances by Environmental Law and the following substances: gasoline, kerosene, other flammable or toxic petrole6m products, toxic pesticides and herbicides, volatile solvents, materials containing asbestos or formaldehyde, and radioactive materials. As used in this paragraph 20, "Environmental Law" means federal laws and laws of the jurisdiction where the Property is located that relate to health, safety or environmental protection. 21. Acceleration; Remedies. Lender shall give notice to Borrower prior to acceleration following Borrower's breach of any covenant or agreement in this Security Instrument (but not prior to acceleration under paragraph 17 unless applicable law provides otherwise). The notice shall specify: (a) the default; (b) the action required to cure the default; (c) a date, not less than 30 days from the date the notice is given to Borrower, by which the default must be cured; and (d) that failure to cure the default on or before the date specified in the notice may result in acceleration of the sums secured by this Security Instrument, foreclosure by judicial proceeding and sale of the Property. The notice shall further inform Borrower of the right to reinstate after acceleration and the right to assert in the foreclosure preceding the non-existence of a default or any other defense of Borrower to acceleration and foreclosure. If the default is not cured on or before the date specified in the notice, Lender, at its option, may require immediate payment in full of all sums secured by this Security Instrument without further demand and may foreclose this Security Instrument by judicial proceeding. Lender shall be entitled to collect all expenses incurred in pursuing the remedies provided in this paragraph 21, including, but not limited to, reasonable attorney's fees and costs of the title evidence. 22. Release. Upon payment of all sums secured by this Security Instrument, Lender shall release this Security Instrument, without charge to Borrower. 23. Attorneys' Fees. As used in this Security Instrument and the Note, "attorneys' fees" shall include any attorneys' fees awarded by an appellate court. Co N v04 Packet Pg. 1049 *** OR 5699 PG 2773 *** 16.D.4.a 24. Riders to this Security Instrument. If one or more riders are executed by Borrower and recorded together with this Security Instrument, the covenants and agreements of each such rider shall be incorporated into and shall amend and supplement the covenants and agreements of this Security Instrument as if the rider(s) were a part of this Security Instrument. (Check Applicable Box) ❑ Adjustable Rate Rider ❑ Rate Improvement Rider ❑ Condominium Rider ❑ Graduated Payment Rider ❑ 1-4 Family Rider ❑ Second Home Rider ❑ Balloon Rider ❑ Biweekly Payment Rider ❑ Planned Unit Development Rider ❑ Other(s) (specify SIGNING BELOW, Borrower accepts and agrees to the terms and covenants contained in this Security Instrument and in any rider(s) executed by Borrower and recorded with it. Signed, sealed and delivered in the presence of. Signature: Address: STATE OF COUNTY OF COLLIER J THE FOREGOING instrument was ackno o is personally known tom r who has product official seal in the —County —and State aforesaid this My Commission Expires: , a (o —Ca (Seal) �O Poe Notary Public State of Florida p, r, Lauren E Cohen _ e My Commission GG 160902 Eo�r a Expires 07126/2021 Signature: VAedg)d before me this nday of fQOV(EMb4Z-1/ , 20_, by Sheryl Soukup, d as identification. WITNESS my hand and tr. � Nt Odemb�.r , 2o1G� Public's Signature ;:* Lauren 1E. Cohen r P ' ed Name w1., SHIP Rental Acquisition SHIP RA 19-001 R 0 0 a a Q ai L N m L O a `O U 3 0 0 m IL _ 2 u) Co N M v N C N 7 N c a� rn R O E u O O C N E t M R Q Packet Pg. 1050 INSTR 5859018 OR 5755 PG 1141 RECORDED 4/23/2020 2:48 PM PAGES 3 CLERK OF THE CIRCUIT COURT AND COMPTROLLER, COLLIER COUNTY FLORIDA DOC@.35 $137.55 REC $27.00 OBLD $39,298.89 16. D.4.a .-c Prepared by and return to; Collier County Community and Human Services Division 3339 East Tamiami Trail, Suite 211 Naples, FL 34112 Xt MORTGXGF"AND NOTE MODIFICATION AGREEMENT THIS IS a MWt e and Note Modification Agreement, made effective as of the day of i _, 2020 by and between Residential Options of Florida, Inc, a sponsor, hereinditer,-c lled "Borrower" and the Collier County, hereinafter called "Lender." ., WITNESSETH: In consideration of the mutudC covenants contained herein, the Borrower and the Lender agree that: 1. Promissory Note and Moktga Borrower has given to Lender, a promissory note dated 11/15/2019 and recorded on 11/261166 in OR Book 5699, Page 2770 in the Public Records of Collier County, Florida. Borrower ai,ints that it is still the owner of the property. Lender warrants that it is still owner and holder of ;sj-d'tiote and mortgage. Both parties warrant they have good right and authority to enter into the. M gage Modification Agreement. 2. Modification. In consideration of the ni-f6tudl covenants herein and other good and valuable considerations, the parties agree that s�iP'to'missory note and mortgage are modified as follows: (a) The principal balance of the promissory not6is now increased to $299,998.89, which shall increase at the rate of zero per ahm m�- 3. Other Terms. Notwithstanding anything to the coritial rein or in the Renewal Note or Mortgage, the lien and operation of the Mortgage shall continue if11 force and effect except as modified by this agreement. All other terms of said note and` mortgage remain unchanged. 4. Compliance. The Borrower covenants and agrees to perform, comply with, and abide by each and every one of the provisions of the Renewal Note and Mortgage, as modified hereby. 5. Agreement Binding. This agreement shall be binding upon and inure to the benefit of the heirs, legal representatives, and assigns of the Borrower and to the successors and assigns of the Lender. [20-GRC-00896/1532850/1] -1- Packet Pg. 1051 OR 5755 PG 1142 16. D.4.a In Witness Whereof, the parties have caused this agreement to be executed as of the date first above written. DATED this ttday of , 2020. Signecl, sealed, an4 delivered in the present qf; Borrower(s): Sheryl Soukup, ExAutive Dine Residential Options of Florid -r j., . _ 1 1,_ . 1 . ' STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was adktf presence or ❑ online notarization this 15 Sheryl Soukup. Such person(s) Notary Public 0 are personally ❑ produced her current ❑ produced (Notary Seal) Bernadette Marrero Comm.9GG335980 Expires: May 19, 2023 Bonded Thru Aaron Notary Lender: Collier County 11��,- jrx,441 Krijti Sonntag, Directo Community and HumaitServices Division before me by means of g physical \ , 2020, by k appl cable box: Notary Public Printed Name of Notary Commission Number: C My Commission Expires: identification. Is [20-GRC-00896/1532850/1) -2- Packet Pg. 1052 *** OR 5755 PG 1143 *** 1 ti.D.4.a STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged before me by means of physical presence or ❑ ontine notarization this �rday of 1 , 2020, by Kristi Somitatr. 89ch person(s) Notary Public must check applicable box: 0*11.- . LISAKCARR MY COMMISSION 6 GG 36277 'o = EXPIRES: August tr. 2A23' ,ern?!'� 801146d i11fY MotarY PUDIiC lhdM1N11erf:.. (Notary Seal) Xare personally known to me. produced tier current driver license. ❑ produced Not ry Public Printed Name of Notary: Commission Number: My Commission Expires: identification. [20-GRC-00896/1532850/1] -3-{ Packet Pg. 1053 16. D.4.b MEMORANDUM OF UNDERSTANDING Potential Acquisition by COMMUNITY ASSISTED AND SUPPORTED LIVING, INC., a Florida not for profit corporation ("CASL") of RESIDENTIAL OPTIONS OF FLORIDA, INC., a Florida not for profit corporation ("ROOF"). The purpose of this Memorandum of Understanding ("MOU") is to identify the prospective terms and conditions on which CASL becomes the controlling party of ROOF and continues the business and mission of ROOF to empower individuals with intellectual and developmental disabilities to successfully obtain and maintain affordable and inclusive housing of their choice and preserve the affordability of housing for low income or moderate income people, including people with disabilities. CASL and ROOF propose to combine businesses that results in CASL becoming the sole member of ROOF and the board of directors of ROOF becoming members of an advisory board advising CASL on its management of ROOF. Subject to completing financial and legal due diligence, we expect a closing to occur no later than twenty (20) days from the execution of this MOU. The arrangement contemplated by the parties includes, without limitation, the following terms: 1. Upon execution hereof, ROOF shall provide CASL with a full list of assets and liabilities of ROOF, including any contingent liabilities of which ROOF has m° knowledge, and the most recent ROOF balance sheet and income statement, ROOF's most recent tax return, and the most recent audit, if any, of ROOF. co 2. At Closing, the board of directors of ROOF will adopt Amended Articles of Go M Incorporation which will convert ROOF to a membership organization with N CASL as the sole member, named in the Amended Articles of Incorporation. 3. At Closing, the board of directors of ROOF will resign. 0 4. Effective upon Closing, CASL will appoint a new board of directors of ROOF. 5. Effective upon Closing, CASL shall cause ROOF to adopt Amended and Restated Bylaws that create, among other things, an Advisory Board. :.o 6. Effective upon Closing, ROOF's board of directors shall appoint all of ROOF's pre -Closing directors as members of the Advisory Board. 7. At Closing, ROOF will provide executed letters approving the alliance between ca ROOF and CASL from lenders, Collier County SHIP and Synovus; a S. At Closing, ROOF will provide a recorded Satisfaction of Mortgage executed by Florida Community Loan Fund, Inc. for the following instruments: a. Mortgage and Security Agreement recorded November 4, 2019, recorded under Instrument Number 2019000253545 in the public records of Lee County, Florida; 7452010v1 Packet Pg. 1054 16. D.4.b b. Assignment of Rents and Leases recorded November 4, 2019, recorded under Instrument Number 2019000253546 in the public records of Lee County, Florida; c. UCC-1 Financing Statement recorded November 4, 2019, recorded under Instrument Number 2019000253547 in the public records of Lee County, Florida. 9. At Closing, ROOF will provide a recorded Satisfaction of Mortgage executed by Florida Community Loan Fund, Inc. for the following instruments: a. Mortgage and Security Agreement recorded November 4, 2019, recorded under Instrument Number 2757295 in the public records of Charlotte County, Florida; b. Assignment of Rents and Leases recorded November 4, 2019, recorded under Instrument Number 2757296 in the public records of Charlotte County, Florida; c. UCC-1 Financing Statement recorded November 4, 2019, recorded under Instrument Number 2757297 in the public records of Charlotte County, Florida 10. Prior to Closing, ROOF will obtain any necessary approval of the change of ownership of ROOF related to the Economic Injury Disaster Loan from the Small Business Administration and shall provide proof to CASL of any required approval. 11. Prior to Closing, ROOF will cooperate with CASL for CASL to obtain on ROOF's behalf owner's title insurance policies for all real property owned by ROOF effective as of the Closing. CASL and ROOF each agree not to (i) show this MOU or disclose the terms or existence It of this MOU to any third party (other than to its advisors, representatives or agents, on a need -to -know, confidential basis for purposes of evaluating and negotiating the transaction and the other transactions described herein), (ii) disclose in any way the transaction being contemplated with anyone other than to its advisors, representatives or agents, on a need -to -know, confidential basis for purposes of evaluating and T negotiating the transaction and the other transactions described herein, or (iii) issue or cause the publication of any press release or other public announcement with respect to the transaction or the other transactions contemplated by this MOU without the consent of the other parties. Further, the parties will not use the name of the other party or any a affiliate thereof without the other party's written permission and will discuss the term and contents of any such release with the other party prior to dissemination. For the purpose of advancing to definitive agreements, each party to this MOU shall afford, and cause, their officers and agents to afford, to the other parties and their officers, employees, representatives and agents, full and complete access to the properties, businesses, personnel, and financial, legal, debt, tax and other data and Page 2 of 4 74520100 Packet Pg. 1055 16. D.4.b information as reasonably requested by such other parties and their officers, employees, representatives or agents. If you are in agreement with the terms of this non -binding MOU, please sign this MOU in the space provided below. All parties shall be provided a copy of the executed MOU. [signature page to follow] Page 3 of 4 0 as c T in c aD E M a 74520100 Packet Pg. 1056 16. D.4.b ACCEPTED AND AGREED: RESIDENTIAL OPTIONS OF FLORIDA, INC., a Florida not fo profit corporation By: Ud se Larsen, Chairman Date: November, 2022 7452010.0 Page 4 of 4 COMMUNITY ASSISTED AND SUPPORTED LIVING, INC., a Florida not for profit corporation By: lwvel-l- Nam/ Title: C.150 Date: November, 2022 O m c T rn :.o c a� E t M Q 74520100 Packet Pg. 1057 16.D.4.c goo F aW oar Fio�aa October , 2022 Via Email: Kristi.Sonntag(a),colliercountyfl.gov and U.S. Mail Kristi Sonntag, Director Collier County Community & Human Services Division 3339 E. Tamiami Trail Building H, Suite 211 Naples, FL 34112 Re: Collier County State Housing Initiatives Partnership (SHIP) Program Mortgage Dated December 31, 2018, recorded in Collier County, Florida (Instrument 5665273, OR 5593, Pg 1724); and Collier County State Housing Initiatives Partnership (SHIP) Program Mortgage Dated November 15, 2019, recorded in Collier County, Florida (Instrument 5795882, OR 5699, Pg 2770), as modified by the Mortgage and Note Modification Agreement dated April 15, 2020, recorded in Collier County, Florida (Instrument 5859018, OR 5755, Pg 1141) (collectively, the "Mortgages") Dear Ms. Sonntag: Residential Options of Florida, Inc. ("ROOF") is entering into a strategic alliance ("Alliance") with Community Assisted and Supportive Living, Inc. ("CASL"), another Florida tax-exempt organization. ROOF will amend its articles and bylaws to admit CASL as a member of ROOF but ROOF will otherwise retain its separate tax-exempt status. Under this Alliance with CASL, ROOF will hold its existing real estate portfolio, and any future real estate acquisitions in Southwest Florida, and will continue its mission of developing and providing affordable housing for adults with intellectual and developmental disabilities. CASL has consistently served a similar constituency for over 35 years in the Sarasota area. The goal of the Alliance is to form a fully integrated organization to align the common vision and missions of ROOF and CASL and to strengthen the financial position of the respective organizations. ROOF will continue to comply with all obligations and requirements under the Mortgages and is requesting the written approval of the Alliance by Collier County to avoid any default under the Mortgages. Please let us know if you require any additional information. If none, please indicate your approval of the Alliance by signing below where indicated. Please note that we have not made any public announcements of the Alliance, so we would appreciate your discretion in holding this news confidential. Very truly yours, Dennis Slabaugh Vice Chairman, Board of Directors 6017 Pine Ridge Road #408, Naples, FL 34119 • Phone: 239-774-ROOF (239-774-7663) • www.firoof.org I Packet Pg. 1058 16.D.4.c goo F aW oar Fio�aa Letter to Collier County Community & Human Services Division Page 2 of 2 We hereby acknowledge and indicate our approval of the Alliance between Residential Options of Florida, Inc. and Community and Supported Living, Inc., by signature below: Collier County Community & Human Services Division UZZ Name: Title: 6017 Pine Ridge Road #408, Naples, FL 34119 • Phone: 239-774-ROOF (239-774-7663) • www.firoof.org I Packet Pg. 1059