Agenda 01/28/2025 Item #16D 3 (Chairman to sign a SHIP MOU between Collier County and MHP FL VII, LLLP to further affordable housing initatives)1/28/2025
Item # 16.3.D
I3# 2024-2D7D
Executive Summary
Recommendation to approve and authorize the Chairman to sign a State Housing Initiatives Partnership (SHIP)
Memorandum of Understanding (MOU) between Collier County and MHP FL VII, LLLP to further affordable housing
initiatives through a $1,246,600.80 impact fee loan for new construction of rental housing units at the Ekos Cadenza
development and authorize the County Manager or designee to execute any and all SHIP-related subordination
agreements for this property in accordance with the MOU. (SHIP Grant Fund 1053)
OBJECTIVE: To support comprehensive affordable housing opportunities and further the County’s strategic plan focus
area on Community Development for very low-, low- and moderate-income persons through the State Housing
Initiatives Partnership Program (SHIP).
CONSIDERATIONS: The William E. Sadowski Affordable Housing Act provides funding to local communities to
promote and advance affordable housing initiatives with funds generated through documentary stamp tax on real estate
transactions. The County has established its SHIP Program in accordance with sections 420.907.9079, Florida Statutes,
and Chapter 67-37, Florida Administrative Code. Under the SHIP Program, Collier County and the City of Naples
receive funds from the State of Florida through the Florida Housing Finance Corporation to undertake eligible activities.
On April 26, 2022, Agenda Item #16.D.3, the Board of County Commissioners (Board) approved Resolution 22-68A
adopting the SHIP-required 2022-2025 Local Housing Assistance Plan (LHAP). On July 23, 2024, Agenda #Item
16.D.3, the Board approved Resolution No. 2024-137 adopting amendments to the LHAP. The LHAP includes the
Rental Development Strategy, which permits the County to use SHIP funds to support for-profit or non-profit
organizations to construct new rental units within Collier County for income-eligible renters. This SHIP strategy is
designed to support landlords/owners who have site control of land to build single-family, multifamily, or
mobile/manufactured rental units on scattered sites or within a rental complex.
The Community and Human Services (CHS) staff annually advertise an application cycle to secure organizations to
implement SHIP strategies. The application cycle was from January 6, 2022, through February 11, 2022. CHS received
a total of thirty (30) applications and four (4) were for SHIP-eligible projects. On March 10 and 11, 2022, the Review
and Ranking Committee met to review all applications. The committee selected McDowell Housing Partner’s affordable
housing project for award. McDowell Housing Partners, LLC, through MHP FL VII, LLLP, is the managing partner
(“Developer”) for the Ekos Cadenza project.
The Developer commenced construction in October 2022. As part of this development, 160 rental units are restricted to
households earning 60% AMI or below, which includes 5 SHIP-assisted units to be rented to households earning 50%
AMI or below for at least thirty (30) years. The Developer requested a loan for $1,246,600.80 at 0% interest to cover a
portion of the cost of impact fees associated with the development of affordable housing units at the Ekos Cadenza.
Repayment of the loan is payable in one lump sum no later than January 28, 2055.
As part of this arrangement, the County is being asked to subordinate its loan interest to the senior lenders utilizing a
standard form subordination agreement with minor modifications for State grant compliance, as negotiated amongst all
parties’ attorneys. Therefore, the staff requests that the Board authorize the County Manager or designee to execute any
and all related loan subordinations for this property per this MOU and project, upon receipt from the senior mortgagees
and approval from the County Attorney’s Office.
Additionally, the Developer will be responsible for executing a Declaration of Restrictive Covenants Agreement,
Promissory Note, and Mortgage for the 30-year affordability period, in favor of Collier County, pursuant to the FY
2022-2025 approved LHAP.
FISCAL IMPACT: Funds in the amount of $1,246,600.80 are available in the SHIP Grant Fund (1053), Projects
33807, 33863 and 33907. The proposed action does not have any impact on the General Fund.
GROWTH MANAGEMENT IMPACT: Acceptance of these agreements will allow the County to expand affordable
housing opportunities for its citizens and further the goals of the Housing Element of the Collier County Growth
Page 1838 of 3681
1/28/2025
Item # 16.3.D
I3# 2024-2D7D
Management Plan.
LEGAL CONSIDERATIONS: This item has been reviewed by the County Attorney, is approved for form and legality
and requires a majority vote for Board approval. -JAK
RECOMMENDATIONS: Recommendation to approve and authorize the Chairman to sign a State Housing Initiatives
Partnership (SHIP) Memorandum of Understanding (MOU) between Collier County and MHP FL VII, LLLP to further
affordable housing initiatives through a $1,246,600.80 impact fee loan for new construction of rental housing units at the
Ekos Cadenza development and authorize the County Manager or designee to execute any and all SHIP-related
subordination agreements for this property in accordance with the MOU. (SHIP Grant Fund 1053)
PREPARED BY: Lisa N. Carr, Supervisor-Grants, Community and Human Services Division
ATTACHMENTS:
1. SHIP RENTAL DEVELOPMENT MOU for Ekos Cadenza_Final_
2. SHIP MORTGAGE for Ekos Cadenza_Final_
3. SHIP LOAN PROMISSORY NOTE for Ekos Cadenza_Final_
4. SHIP LOAN DECLARATION OF RESTRICTIVE COVENANTS for Ekos Cadenza _Final_
Page 1839 of 3681
MHP FL VII, LLLP
SHIP RENTAL DEVELOPMENT
SHRD22-005
EKOS Cadenza 1
Grant - SHIP FY 2022-2023,
2023-2024 and
2024-2025
MOU # SHRD22-005
Activity Rental Development
Loan
SPONSOR MHP FL VII, LLLP
CSFA # 40.901
Total Loan Amount $1,246,600.80
UEI# N/A
EIN# 85-4154638
Period of Performance December 1, 2024
through January 28,
2055
Fiscal Year December 31st
Monitoring End _01/2055
MEMORANDUM OF UNDERSTANDING BETWEEN COLLIER COUNTY
AND
MHP FL VII, LLLP
FOR DEVELOPMENT OF AFFORDABLE HOUSING
THIS MEMORANDUM OF UNDERSTANDING (this “MOU”) is made and entered into this____ day of
______________, 2025 (the “Effective Date”), by and between Collier County, a political subdivision of
the State of Florida (“COUNTY”), having its principal address at 3339 Tamiami Trail East, Naples, FL
34112, and MHP FL VII, LLLP, a Florida limited liability limited partnership, (“SPONSOR”) and, together
with the COUNTY, collectively, the “Parties”), having its principal office at 777 Brickell Ave., Suite 1300,
Miami, FL 33131.
WHEREAS, the William E. Sadowski Affordable Housing Act adopted by the State of
Florida in 1992 provided a dedicated revenue source for affordable housing in Florida and created
the State Housing Initiatives Partnership Program (the “SHIP Program”); and
WHEREAS, the SHIP Program is established in accordance with sections 420.907-.9079,
Florida Statutes, and Chapter 67-37, Florida Administrative Code; and
WHEREAS, pursuant to the SHIP Program, the COUNTY is undertaking certain activities
to primarily benefit persons or households earning not greater than 80 percent of median annual
income adjusted for family size; and
WHEREAS, on April 26, 2022, the Collier County Board of County Commissioners
adopted the Fiscal Year 2022-2025 Local Housing Assistance Plan (LHAP) through Resolution
No. 2022-68A, as later amended by technical revision on November 10, 2022; and
WHEREAS, on July 23, 2024, the COUNTY adopted amendments to the LHAP through
Page 1840 of 3681
MHP FL VII, LLLP
SHIP RENTAL DEVELOPMENT
SHRD22-005
EKOS Cadenza 2
Resolution No. 2024-137 to update strategies and other technical amendments; and
WHEREAS, the SPONSOR has provided documentation evidencing its qualifications to be
eligible to receive a loan under the SHIP program; and
WHEREAS, the COUNTY and the SPONSOR wish to set forth the responsibilities and
obligations, affordability covenants, and terms of the loan, of each in the undertaking of the SHIP Loan;
and
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants provided
herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties agree as follows:
1.1 TERMS OF THE LOAN, MORTGAGE, AND AFFORDABILITY PERIOD
Terms of the Loan. The Loan shall be subject to the terms prescribed within that certain
Promissory Note, dated January 28, 2025 (the “Note” or “Promissory Note”), between the Parties
under which the COUNTY agrees to lend One Million, Two Hundred Forty-Six Thousand, Six
Hundred Dollars and 80 Cents (1,246,600.80) (the “Loan”) in connection with the residential
development known as “EKOS Cadenza” (the “Project”) and further subject to the provisions set
forth herein. The terms of the Note are incorporated herein by reference.
Terms of the Mortgage. The Note shall be secured by that certain State Housing Initiatives (SHIP)
Program Mortgage by the SPONSOR to the COUNTY dated January 28, 2025, recorded in Official
Records Book ______________, Page ______, of the Public Records of Collier County, Florida
(the “Mortgage” and, together with this MOU, the Note, and the Declaration (as defined below),
collectively, the “Loan Documents”). The Mortgage is incorporated herein by reference.
Terms Governing the Affordability Period. The Affordability Period applicable to the Project
shall be 30 years (the “Affordability Period”) commencing January 28, 2025, and shall be governed
by that certain Declaration of Restrictive Covenants for EKOS Cadenza made effective as of
January 28, 2025, which is recorded in the Official Records Book ______________, Page ______,
of the Public Records of Collier County, Florida (the “Declaration” or “Declaration of Restrictive
Covenants”). The Declaration is incorporated herein by reference.
Affordable Housing Requirements are detailed in Part V of this MOU.
1.2 LOAN AND SPECIAL CONDITIONS
The obligation of the COUNTY to make the Loan is subject to the following conditions precedent:
A. Execution of this Memorandum of Understanding
B. The SPONSOR must submit the following checked policies to the COUNTY within sixty
(60) days of execution of this MOU:
Affirmative Action/ Equal Opportunity Policy
Conflicts of Interest Policy
Page 1841 of 3681
MHP FL VII, LLLP
SHIP RENTAL DEVELOPMENT
SHRD22-005
EKOS Cadenza 3
Sexual Harassment Policy
Section 504 of the Rehabilitation Act of 1973/ADA Policy
Statutes and Regulations Prohibiting Discrimination Policy, et al.
Protections for Whistleblowers Policy
Tenant Waitlist Policy
Tenant Grievance Policy
Tenant Income Guidelines
Marketing Plan
Property Maintenance Plan
Capital Needs Assessment Plan
C. Annual SPONSOR Training - Pertinent SPONSOR staff assigned to the administration and
implementation of the Project established by this MOU, shall attend all COUNTY-offered
SPONSOR training relevant to the Project, including Fair Housing and Income
Certification, as scheduled by the Grant Coordinator or Compliance Supervisor, not to
exceed two (2) sessions annually.
D. SPONSOR will accomplish the following checked project tasks:
Maintain access to the COUNTY’S designated grant software system to upload
Requests for Payment (Exhibit B), Annual Progress Reports (Exhibit C), and any
other required documents.
Maintain and provide to the COUNTY, as requested, beneficiary and/or income
certification documentation.
Maintain Eligibility Documentation, retained at SPONSOR’s location or the
Property
E. Performance Deliverables
SHIP Program Deliverable Deliverable Supporting
Documentation
Submission Schedule
Special Loan Condition Policies
(Section 1.2)
Policies as stated in this MOU Within sixty (60) days of MOU
execution
Insurance Insurance Certificate, pursuant
to section 3.10 of this MOU.
Within thirty (30) days of MOU
execution and annually within
thirty (30) days of renewal
Annual Progress Report Exhibit C Annually, October 31st
Financial Audit Annual Audited Financial
Statements
Annually, within one hundred-
eighty (180) days after
December 31st Fiscal Year End
Capital Expense Budget Detailed Operating Budget for
the next fiscal year
Initial report due after lease-up
and annually thereafter, prior
to start of SPONSOR’s fiscal
year, until 2055
Operating Expense Report Actual vs. Budget, revenue and
expense report, and all
30 days after the end of the
SPONSOR’s fiscal year
Page 1842 of 3681
MHP FL VII, LLLP
SHIP RENTAL DEVELOPMENT
SHRD22-005
EKOS Cadenza 4
supporting documentation, as
requested
Capital Needs Assessment Plan approved by the COUNTY Initial Plan due after lease-up
and annually thereafter October
31st until the end of the
Affordability Period
Register of Tenant Income and
Rent
Summary of Tenant Income and
Income Limit, Rent and Rent
Limit, by unit (Rent Roll))
Within 30 days after the
disbursement of the Loan and
annually thereafter October 31st
until the end of the Affordability
Period
Maintenance Plan Plan approved by the COUNTY At the time of completion of the
floating SHIP-Assisted Units,
and annually
F. Loan Payment Deliverables
Payment Deliverable Payment Supporting Documentation Submission Schedule
Project Component 1: Cost of
eligible impact fees
Submission of supporting documents
must be provided, as evidenced by
receipts, invoices, check stubs, bank
statements, and any other additional
documentation as requested. (Exhibit B)
Submission of one
invoice within 30
days of signing this
document
1.3 PERIOD OF PERFORMANCE
The Period of Performance shall be December 1, 2024, through January 28, 2055, unless terminated
earlier in accordance with provisions of Paragraph 3.8, Defaults, Remedies, and Termination. The
Project allows for pre-award development/construction costs if incurred prior to the
commencement of the Performance Period. In accordance with Florida Statutes and Federal law,
SPONSOR shall receive reimbursement of funds for the payment of eligible impact fees paid by
SPONSOR for the Project.
If SPONSOR complies with all requirements set forth herein, this Memorandum of Understanding
shall terminate on January 28, 2055. Notwithstanding the foregoing, the COUNTY expressly
reserves and does not waive its right to recover any damages arising from or relating to
SPONSOR’s breach of this Memorandum of Understanding, the Promissory Note, and/or
Declaration of Restrictive Covenants, which occurred in whole or in part before said termination.
1.4 PAYMENT
Until approved by the COUNTY for loan adherence to any and all applicable requirements, except
where disputed for noncompliance, payment will be made upon receipt of a properly completed
invoice and in compliance with section 218.70, Florida Statutes, otherwise known as the “Local
Government Prompt Payment Act.”
The County Manager or designee may extend the term of this MOU for a period of up to 180 days
after the end of the MOU. Extensions must be authorized, in writing, by formal letter to the
SPONSOR from the COUNTY.
Page 1843 of 3681
MHP FL VII, LLLP
SHIP RENTAL DEVELOPMENT
SHRD22-005
EKOS Cadenza 5
1.5 DEBT REPAYMENT
Any funds paid to SPONSOR exceeding the amount to which SPONSOR is finally determined to
be authorized to retain under the terms of this MOU; that are determined by the COUNTY to have
been misused; or that are determined by the COUNTY to be subject to a repayment obligation and
have not been repaid by SPONSOR shall constitute a debt to the COUNTY.
Any debts determined to be owed to the COUNTY must be paid promptly by SPONSOR. A debt
is delinquent if it has not been paid by the date specified in COUNTY’s initial written demand for
payment unless other satisfactory arrangements have been made. The COUNTY will take any
actions available to collect such a debt.
1.6 NOTICES
Notices required by this MOU shall be in writing and delivered via mail (postage prepaid),
commercial courier, personal delivery, or sent by facsimile or other electronic means. Either party
may change the address to which notices are to be sent to it by giving written notice of such change
to the other party in the manner herein provided for giving notice. Any notice, request, instruction,
or other document delivered or sent as aforesaid shall be effective on the date of delivery or sending.
All notices and other written communications under this MOU shall be addressed to the individuals
in the capacities indicated below, unless otherwise modified by subsequent written notice.
COLLIER COUNTY ATTENTION: Director, Community and Human Services Division
Collier County Community and Human Services Division
3339 Tamiami Trail East, Suite 213
Naples, Florida 34112
Telephone: 239-252-2273
SPONSOR MHP FL VII, LLLP
c/o McDowell Housing Partners, LLC
777 Brickell Ave., Suite 1300
Miami, FL 33131
ATTENTION: Christopher Shear, COO
Email: cshear@mcdhousing.com
Telephone: (786) 257-2778
Remainder of Page Intentionally Left Blank
Page 1844 of 3681
MHP FL VII, LLLP
SHIP RENTAL DEVELOPMENT
SHRD22-005
EKOS Cadenza 6
PART II
LOAN CONTROL
REQUIREMENTS
2.1 AUDITS
During the term of this MOU, SPONSOR shall submit to the COUNTY Annual Audited Financial
Statements, one hundred eighty (180) days after the SPONSOR’s fiscal year end. The COUNTY
will conduct an annual financial and programmatic review.
SPONSOR must clear any deficiencies noted in the auditor’s findings, provided to the COUNTY
by SPONSOR and pursuant to Florida Statutes Section 215.97 (Florida Single Audit Act), within
60 days after receipt of the report. The continuation of SPONSOR’s failure to comply with the
requirements of this section after the expiration of all applicable notice and cure periods will
constitute a violation of this MOU.
2.2 RECORDS AND DOCUMENTATION
SPONSOR shall maintain sufficient records and retain and make such records available in
accordance with those standards promulgated by Florida Statute Section 420.907-9079 and Florida
Administrative Code (Rule) 67-37, as applicable to SPONSOR as a non-state entity, to determine
compliance with the requirements of this MOU, and all other applicable laws and regulations. This
documentation shall include, but is not limited to, the following:
A. All records required by Chapter 119, Florida Statutes.
B. SPONSOR agrees to execute such further documents as may be required by law or prepared
by the COUNTY to confirm SPONSOR’s MOU.
C. SPONSOR shall make available at any time upon request by COUNTY, all reports, plans,
surveys, information, documents, maps, books, records, and other data procedures developed,
prepared, assembled, or completed by SPONSOR for this MOU. Materials identified in the
previous sentence shall be in accordance with generally accepted accounting principles
(GAAP), procedures, and practices, which sufficiently and properly reflect all revenues and
expenditures of Funds provided directly or indirectly by this MOU, including matching funds.
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
MOU.
D. Upon completion of all work contemplated under this MOU, copies of all documents and
records relating to this MOU shall be surrendered to COUNTY, if requested. In any event,
SPONSOR shall keep all documents and records in an orderly fashion, in a readily accessible,
permanent, and secured location for five (5) years after the date of the later of the Affordability
Period or final loan payment. If any litigation, claim, or audit is started before the expiration
date of the five (5) year period, the records will be maintained until all litigation, claim, or audit
findings involving these records are resolved. If SPONSOR ceases to exist after the closeout
of this MOU, it shall notify the COUNTY in writing, of the address where the records are to
be kept, as outlined in chapter 119, Florida Statutes. Wherever practicable, such records should
Page 1845 of 3681
MHP FL VII, LLLP
SHIP RENTAL DEVELOPMENT
SHRD22-005
EKOS Cadenza 7
be collected, transmitted, and stored in open and machine-readable formats. Should SPONSOR
possess any public records, it shall meet all requirements for retaining public records and
transfer, at no cost to COUNTY, all public records in SPONSOR’s possession upon termination
of the MOU and destroy any duplicate exempt and/or confidential public records that are free
from public records disclosure requirements. All such records stored electronically must be
provided to the COUNTY in a format that is compatible with the COUNTY’s information
technology systems.
COUNTY may request transfer of records of long-term value at the end of the five (5) year
retention period. Wherever practicable, such records should be collected, transmitted, and
stored in open and machine-readable formats.
IF SPONSOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER
119, FLORIDA STATUTES, TO THE SPONSOR’S DUTY TO PROVIDE PUBLIC
RECORDS RELATING TO THIS MOU, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS AT 239-252-2679, Michael.Brownlee@colliercountyfl.gov, 3299 Tamiami
Trail E, Naples FL 34112.
E. SPONSOR is responsible for the creation and maintenance of income eligible files on clients
served, and documentation that all households are eligible under Florida Housing Finance
Corporation (“FHFC”) Income Guidelines. Income certification documentation will be
validated at interim and closeout monitoring. SPONSOR agrees that CHS shall be the final
arbiter on the SPONSOR’s compliance.
F. SPONSOR shall document how it complied with the SHIP Program components, applicable
regulations included in PART V, and the eligibility requirement(s) under which Funding was
received. This includes special requirements such as necessary and appropriate determinations,
as defined in PART V, including income certification and written agreements with residential
tenants, where applicable.
G. SPONSOR shall provide the public with access to public records on the same terms and
conditions that the COUNTY would provide the records and at a cost that does not exceed the
cost provided in Chapter 119, Florida Statutes or as otherwise provided by law. SPONSOR
shall ensure that exempt and/or confidential public records that are free from public records
disclosure requirements are not disclosed except as authorized by Florida Statutes.
H. Notwithstanding any provision in the Loan Documents to the contrary, SPONSOR agrees that
the failure or delay by the COUNTY in giving any notice or statement hereunder or under any
other Loan Document, or any inaccuracy therein or incompleteness thereof, shall not in any
way alter or affect the absolute and unconditional obligation of SPONSOR to pay and perform
in full, the obligations set forth hereunder, but any action taken or not taken by SPONSOR as
a direct result of such lack or delay of notice, or of SPONSOR's good faith reliance upon a
material inaccuracy therein or the material incompleteness thereof, as the case may be, shall
not in and of itself, and to the extent thereof, constitute an Event of Default hereunder, so long
as the SPONSOR does not otherwise have or receive written notice or actual knowledge of the
material contents or substance of such notice, or of the intended substance of any inaccurate or
incomplete notice, as the case may be, and SPONSOR acts, at all times, in good faith.
Page 1846 of 3681
MHP FL VII, LLLP
SHIP RENTAL DEVELOPMENT
SHRD22-005
EKOS Cadenza 8
2.3 MONITORING
SPONSOR agrees that COUNTY may carry out no fewer than one (1) annual on-site monitoring
visit and evaluation activities, as determined necessary. At the COUNTY’s discretion, a desktop
review of the activities may be conducted in lieu of an on-site visit. The continuation of this MOU
is dependent upon satisfactory evaluations. SPONSOR shall, upon the request of COUNTY, submit
information and status reports required by COUNTY or FHFC, to evaluate said progress and allow
for completion of required reports. SPONSOR shall allow COUNTY or FHFC to monitor
SPONSOR on site. Such site visits may be scheduled or unscheduled, as determined by COUNTY
or FHFC. For such site visits, the COUNTY will provide the SPONSOR with at least one business
day prior written notice before conducting a site visit.
At any time during normal business hours and as often as the COUNTY (and/or its representatives)
may deem necessary, SPONSOR shall make available for review, inspection, or audit, all records,
documentation, and any other data relating to all matters covered by the MOU.
The COUNTY will monitor the performance of SPONSOR in an attempt to mitigate fraud, waste,
abuse, or non-performance, based on goals and performance standards, as stated with all other
applicable laws, regulations, and policies governing the Funds provided under this MOU.
Substandard performance, as determined by COUNTY, will constitute noncompliance with this
MOU. If corrective action is not taken by SPONSOR within a reasonable period after being notified
by COUNTY, MOU suspension or termination procedures will be initiated. SPONSOR agrees to
provide the Florida Auditor General, the COUNTY, the COUNTY’s internal auditor(s), or their
representatives access to all records related to performance of activities in this MOU.
2.4 PREVENTION OF FRAUD, WASTE, AND ABUSE
SPONSOR shall establish, maintain, and utilize the Fraud, Waste, and Abuse Policy required under
Section 1.2B of this MOU to prevent, detect, and correct incidents of fraud, waste, and abuse in the
performance of this MOU, and provide the proper and effective management of all SHIP Program
Funds of the MOU. SPONSOR’s Fraud, Waste, and Abuse Policy required under Section 1.2B of
this MOU and all transactions and other significant events related to this MOU and its performance
shall be clearly documented, and the documentation shall be readily available for monitoring by
COUNTY.
SPONSOR shall provide COUNTY with complete access to all its records, employees, and agents
for the purpose of monitoring or investigating the performance of the MOU. SPONSOR shall fully
cooperate with COUNTY’s efforts to detect, investigate, and prevent fraud, waste, and abuse.
COUNTY shall be provided instant and complete access, without warning, to all records,
employees, and agents of the SPONSOR upon reasonable articulatable suspicion of SPONSOR
malfeasance or fraud, for the purpose of investigating the performance of the MOU.
SPONSOR understands that making false statements or claims in connection with this award is in
violation of State of Florida law regardless of whether the state has title to the money or property.
SPONSOR may not discriminate against any employee or other person who reports to COUNTY,
or to any appropriate law enforcement authority, a violation of the terms of this MOU, or any law
or regulation if the report is made in good faith.
Page 1847 of 3681
MHP FL VII, LLLP
SHIP RENTAL DEVELOPMENT
SHRD22-005
EKOS Cadenza 9
2.5 CORRECTIVE ACTION
Corrective action plans may be required for noncompliance, nonperformance, or unacceptable
performance under this MOU. Penalties may be imposed for failure to implement or to make
acceptable progress on such corrective action plans.
To effectively enforce COUNTY Resolution No. 2013-228, COUNTY has adopted an escalation
policy to ensure continued compliance by Subrecipients, Sponsors, Developers, or any entity
receiving loan funds from COUNTY. COUNTY’s policy for escalation for noncompliance is as
follows:
1. Initial noncompliance may result in the COUNTY issuing Findings or Concerns to
SPONSOR, which will require SPONSOR to submit a corrective action plan to the
COUNTY within 15 days following issuance of the report.
a. Any pay requests that have been submitted to the COUNTY for payment will be held
until the corrective action plan has been submitted.
b. COUNTY will be available to provide Technical Assistance (TA) to SPONSOR, as
needed, to correct the noncompliance issue.
2. If SPONSOR fails to submit the corrective action plan to the COUNTY in a timely manner,
COUNTY may require SPONSOR to return a portion of the awarded loan amount.
a. COUNTY may require SPONSOR to return upwards of 5 percent of the award amount,
at the discretion of the Board.
b. SPONSOR may be denied future consideration as set forth in Resolution No. 2013-
228.
3. If SPONSOR remains noncompliant or repeats an issue that was previously corrected and
has been informed by COUNTY of their substantial noncompliance by certified mail, the
COUNTY may require SPONSOR to return a portion of the awarded loan amount.
a. COUNTY may require SPONSOR to return to the COUNTY upwards of 10 percent
of the award amount, at the discretion of the Board.
b. SPONSOR will be considered in violation of Resolution No. 2013-228.
4. If after repeated notification, SPONSOR continues to be substantially noncompliant,
COUNTY may recommend the MOU or award be terminated.
a. COUNTY will make a recommendation to the Board to immediately terminate the
contract or MOU. SPONSOR will be required to repay all Funds disbursed by
COUNTY for the terminated project.
b. SPONSOR will be considered in violation of Resolution No. 2013-228.
Page 1848 of 3681
MHP FL VII, LLLP
SHIP RENTAL DEVELOPMENT
SHRD22-005
EKOS Cadenza 10
If SPONSOR has multiple agreements with the COUNTY, and is found to be noncompliant, the
above sanctions may be imposed across all awards, at the Board’s discretion.
2.6 REPORTS
During the term of this MOU, SPONSOR shall submit annual progress reports to the COUNTY on
the 31st day of October annually, commencing October 31, 2024. As part of the report submitted
at the end of the project, SPONSOR agrees to include a comprehensive final report covering the
agreed-upon SHIP Program objectives. Exhibit C is a reporting form to be used in fulfillment of
this requirement. Other reporting requirements may be required by the County Manager or designee
if the SHIP Program changes, the need for additional information or documentation arises by
requirement of the State Government, 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 MOU after the expiration of all applicable notice and cure
periods. If approved by the COUNTY prior to submission, such approval not to be intentionally
delayed, SPONSOR may satisfy these other reporting obligations by submitting similar reports
required of the SPONSOR by Florida Housing Finance Corporation.
Remainder of Page Intentionally Left Blank
Page 1849 of 3681
MHP FL VII, LLLP
SHIP RENTAL DEVELOPMENT
SHRD22-005
EKOS Cadenza 11
PART III
TERMS AND CONDITIONS
3.1 SUBCONTRACTS
No part of this MOU may be assigned or subcontracted without the written consent of the
COUNTY, except for transfers permitted under the terms of the Declaration of Restrictive
Covenants, which consent, if given at all, shall be at the COUNTY’S sole discretion and judgment.
Any assignee shall be bound by all the terms of this assigned document and its accompanying Loan
Documents.
3.2 GENERAL COMPLIANCE
SPONSOR agrees to comply with all applicable laws, regulations, and policies governing the Funds
provided under this MOU. SPONSOR further agrees to utilize Funds available under this MOU to
supplement rather than supplant funds otherwise available.
SPONSOR is prohibited from using Funds provided herein, or personnel employed in the
administration of the SHIP Program, for political activities, inherently religious activities,
lobbying, political patronage, and/or nepotism activities.
3.3 INDEPENDENT CONTRACTOR
Nothing contained in this MOU is intended to, or shall be construed in any manner, as creating or
establishing the relationship of employer/employee between the parties. SPONSOR shall always
remain an “independent contractor” with respect to the services to be performed under this MOU.
The COUNTY shall be exempt from payment of all Unemployment Compensation, FICA,
retirement, life and/or medical insurance, and Workers’ Compensation Insurance, as the SPONSOR
is independent from the COUNTY.
3.4 AMENDMENTS
The COUNTY and SPONSOR may amend this MOU, at any time, provided that such amendments
make specific reference to this MOU, are executed in writing, signed by a duly authorized
representative of each organization, and approved by the COUNTY’S governing body. Such
amendments shall not invalidate this MOU, nor relieve or release the COUNTY or SPONSOR from
its obligations under this MOU.
The COUNTY may, in its discretion, amend this MOU to conform with Federal, State, or Local
governmental guidelines, policies, available funding amounts, or other reasons. If such
amendments result in a change in the funding, the scope of services, or schedule of activities to be
undertaken as part of this MOU, such modifications will be incorporated only by written
amendment, signed by both COUNTY and SPONSOR.
No modification or waiver of any provision of the Loan Documents, and the Declaration of
Restrictive Covenants, nor consent to any departure by SPONSOR therefrom shall in any event be
effective unless the same shall be in writing, and such waiver or consent shall be effective only in
the specific instance and for the purpose for which given. No failure or delay on the part of the
COUNTY in exercising any right, power, or privilege hereunder or under the Loan Documents
Page 1850 of 3681
MHP FL VII, LLLP
SHIP RENTAL DEVELOPMENT
SHRD22-005
EKOS Cadenza 12
shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any other right, power, or privilege.
3.5 INDEMNIFICATION
To the maximum extent permitted by Florida law, SPONSOR shall indemnify and hold harmless
the COUNTY, its officers, agents, and employees from any and all actual, third-party claims,
liabilities, damages, losses, costs, and causes of action, including but not limited to, reasonable
attorneys’ and paralegals’ fees, which arise out of an act or omission, to the extent caused by the
negligence, recklessness, or intentionally wrongful conduct of SPONSOR 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 SPONSOR in the performance of
this MOU. 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. SPONSOR shall pay all such actual third-party 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 actual third-party costs (including reasonable attorney’s fees) and
judgments which may issue thereon. The foregoing indemnification shall not constitute a waiver
of sovereign immunity beyond the limits set forth in section 768.28, Florida Statutes. This section
shall survive the expiration or termination of this MOU.
3.6 GRANTOR RECOGNITION
SPONSOR agrees that all notices, informational pamphlets, press releases, advertisements,
descriptions of activity related to EKOS CADENZA (“the PROJECT”) including but not limited
to research reports, and similar public notices, whether printed or digitally prepared and released
by SPONSOR for, on behalf of, and/or about the Project shall include the statement:
“FINANCED IN PART BY FLORIDA HOUSING FINANCING CORPORATION AND
COLLIER COUNTY COMMUNITY AND HUMAN SERVICES DIVISION”
and shall appear in the same size letters or type as the name of the SPONSOR. This design concept
is intended to disseminate key information regarding the development team to the general public.
3.7 DEBARMENT AND SUSPENSION
SPONSOR certifies that neither it, nor its principals, are presently debarred, suspended, proposed
for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by
any Florida State Department or agency; and, that SPONSOR 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 Florida Statute Chapter 287,
including the requirement to include a term or condition in all lower tier covered transactions ) that
the award is subject to Florida Chapter 287.
3.8 DEFAULTS, REMEDIES, AND TERMINATION
This MOU may be terminated for convenience by either the COUNTY or SPONSOR, in whole or
in part, at any time prior to the disbursement of the Funds to the SPONSOR, by setting forth the
reasons for such termination, the effective date, and, in the case of partial terminations, the portion
Page 1851 of 3681
MHP FL VII, LLLP
SHIP RENTAL DEVELOPMENT
SHRD22-005
EKOS Cadenza 13
to be terminated. However, in the case of a partial termination, at any time prior to the disbursement
of the Funds to the SPONSOR, if the COUNTY determines that the remaining portion of the award
will not accomplish the purpose for which the award was made, the COUNTY may terminate the
award in its entirety. This MOU may also be terminated, at any time prior to the disbursement of
the Funds to the SPONSOR, if the award no longer effectuates the SHIP Program goals or
COUNTY priorities.
The following actions or inactions by SPONSOR shall constitute an “Event of Default” under this
MOU if, following the SPONSOR’s receipt of written notice from the COUNTY of such actions
or inactions, the SPONSOR fails to cure such actions or inactions within thirty (30) days after
written notice thereof is received by the SPONSOR from the COUNTY provided however, that if
any action or inaction cannot reasonably by cured within thirty (30) days or, in the event of issues
of health, safety, or welfare, twenty-four (24) hours, SPONSOR shall have an additional period of
time as is reasonably necessary, as reasonably determined by the County Manager or designee, to
cure such actions or inactions:
A. Failure to comply with any of the rules, regulations, or provisions referred to herein, or such
statutes, regulations, executive orders, and guidelines, policies, or directives as may become
applicable at any time.
B. Failure, for any reason, to fulfill in a timely and proper manner its obligations under this MOU.
C. Ineffective or improper use of Funds provided under this MOU.
D. Submission of reports to the COUNTY that are incorrect or incomplete in any material respect.
E. Submission of any false certification.
F. Failure to materially comply with any terms of this MOU.
G. Failure to materially comply with the terms of any Loan Documents between the COUNTY
and SPONSOR relating to the project.
H. SPONSOR assigns this MOU or any money advanced hereunder or any interest herein.
I. If any representation or warranty made herein or in any report, certificate, financial statement,
or other instrument furnished in connection with this MOU or the Loan shall prove to be false
when made in any material respect.
J. If material adverse changes occur in the financial condition of the SPONSOR at any time during
the MOU, and SPONSOR fails to cure this adverse condition within thirty (30) days from the
date written notice is sent by the COUNTY.
In the event of any Event of Default by SPONSOR under this MOU, which is continuing beyond
the expiration of all applicable notice, grace, and cure periods, the COUNTY may seek any
combination of one or more of the following remedies:
A. Require specific performance of the MOU, in whole or in part.
Page 1852 of 3681
MHP FL VII, LLLP
SHIP RENTAL DEVELOPMENT
SHRD22-005
EKOS Cadenza 14
B. Require immediate repayment to the COUNTY of all Funds that SPONSOR has received under
this MOU, as set forth in Section 1.4.
C. Apply sanctions, if determined by the COUNTY to be applicable.
D. Stop all payments, until identified deficiencies are corrected.
E. Terminate this MOU by giving written notice to SPONSOR specifying the effective date of
such termination. If the MOU is terminated by the COUNTY, as provided herein, SPONSOR
shall have no claim of payment or benefit for any incomplete project activities undertaken
under this MOU.
CREA Cadenza at Hacienda Lakes, LLC, a Delaware limited liability company, its successors or assigns,
shall have the right, but not the obligation, to cure any and all SPONSOR default or Event of Default, and
the COUNTY shall accept such cure as if it was tendered by the SPONSOR.
3.9 INSURANCE
SPONSOR shall not commence any work or services pursuant to this MOU until all required
insurance, included in Exhibit A has been obtained. Said insurance shall be carried continually
during SPONSOR’s performance under the MOU.
3.10 LOAN CLOSEOUT PROCEDURES
SPONSOR’s obligation to the COUNTY shall not end until all closeout requirements are
completed. SPONSOR may close out the project with the COUNTY after the expiration of the
MOU and completion of the Affordability Period. Activities during this closeout period shall
include, but are not limited to making final payments, payment of all interest due, and determining
the custodianship of records. In addition to the records retention outlined in Section 2.2, SPONSOR
shall comply with section 119.021, Florida Statutes regarding records maintenance, preservation,
and retention. SPONSOR shall also produce records and information that comply with section
215.97, Florida Single Audit Act.
3.11 DISCRIMINATION AND CIVIL RIGHTS COMPLIANCE
SPONSOR 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 MOU based on 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 MOU.
3.12 CIVIL RIGHTS REQUIREMENTS
SPONSOR shall comply with Title VI of the Civil Rights Act of 1964, which prohibits recipients
of federal financial assistance from excluding from a program or activity, denying benefits of, or
otherwise discriminating against a person on the basis of race, color, or national origin (42 U.S.C.
§ 2000d et seq.), as implemented by the Department of the Treasury’s Title VI regulations, 31 CFR
Part 22, which are herein incorporated by reference and made a part of this MOU. Title VI also
includes protection to persons with “Limited English Proficiency” in any program or activity
Page 1853 of 3681
MHP FL VII, LLLP
SHIP RENTAL DEVELOPMENT
SHRD22-005
EKOS Cadenza 15
receiving federal financial assistance, 42 U.S.C. § 2000d et seq., as implemented by the Department
of the Treasury’s Title VI regulations, 31 CFR Part 22, and herein incorporated by reference and
made a part of this MOU.
3.13 CONFLICT OF INTEREST
SPONSOR 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 MOU, and SPONSOR will not employ or subcontract any person having any
conflict of interest. SPONSOR also covenants that it will comply with all Conflict of Interest
provisions of State and County statutes, regulations, ordinances, or resolutions governing conflicts
of interest.
SPONSOR will notify the COUNTY, in writing, and seek COUNTY approval prior to entering
into any contract with an entity owned in whole or in part by a covered person, or an entity owned
or controlled in whole or in part by the SPONSOR. The COUNTY may review the proposed
contract to ensure that the contractor is qualified, and the costs are reasonable. Approval of an
identity of interest contract will be in the COUNTY’s sole discretion. This provision is not intended
to limit SPONSOR’s ability to self-manage the projects using its own employees.
SPONSOR shall establish Conflict of Interest reporting requirements for its staff to report their
participation as a beneficiary in the SHIP Program supported by this MOU. Such reporting shall
also incorporate reporting the participation of their family members who include a spouse or civil
union partner, member of the same household, parent (including step- and in-law), grandparent
(including step- and in-law), child (including step-) or grandchild (including step-), sibling
(including step- and in-law), cousin, aunt, or uncle.
Any possible conflict of interest on the part of the SPONSOR, its employees, or its contractors shall
be disclosed, in writing, to COUNTY 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 and participation of low- and moderate-income residents
of the project target area.
3.14 INCIDENT REPORTING
If SPONSOR provides services to clients under this MOU, SPONSOR shall report to the COUNTY
any knowledge or reasonable suspicion of abuse, neglect, or exploitation of a child, aged person,
or disabled person.
During the term of this MOU, SPONSOR will notify the COUNTY via telephone (pursuant to
Section 1.6 of the MOU) or email to the COUNTY’s Director of Community and Human Services,
of any substantial, controversial, or newsworthy incidents which will have a material adverse effect
on the COUNTY within one (1) business day after SPONSOR receives actual notice of the
occurrence of such an event. SPONSOR will submit an incident report to the COUNTY within five
(5) business days after SPONSOR receives actual notice of the occurrence of such an event, using
the Collier County Standard SPONSOR Incident Report Form.
Page 1854 of 3681
MHP FL VII, LLLP
SHIP RENTAL DEVELOPMENT
SHRD22-005
EKOS Cadenza 16
3.15 SEVERABILITY
Should any provision of the MOU be determined to be unenforceable, or invalid, such a
determination shall not affect the validity or enforceability of any other section or part thereof.
3.16 WAIVER
The COUNTY’S failure to act with respect to a breach by SPONSOR does not waive its right to
act with respect to subsequent or similar breaches. The COUNTY’S failure to exercise or enforce
any right or provision shall not constitute a waiver of such right or provision.
3.17 MISCELLANEOUS
SPONSOR and COUNTY each binds itself, its partners, successors, legal representatives, and
assigns of such other party in respect to all covenants of this MOU.
SPONSOR represents and warrants that the financial data, reports, and other information regarding
the Project that it furnished to the COUNTY are accurate and complete as of the date such
information was furnished, and financial disclosures fairly represent the financial position of the
SPONSOR as of the date of such financial disclosures.
SPONSOR agrees that should any report, certificate, financial statement, or other instrument
furnished by SPONSOR in connection with this MOU or the Loan be subsequently amended in any
material respect, SPONSOR shall provide a copy of such amended document to the COUNTY
within (30) thirty days after SPONSOR receives such amended document.
SPONSOR certifies that it has the legal authority to receive the Funds under this MOU and that its
governing body has authorized the execution and acceptance of this MOU. The SPONSOR also
certifies that the undersigned person has the authority to legally execute and bind SPONSOR to the
terms of this MOU.
The section headings and subheadings contained in this MOU are included for convenience only
and shall not limit or otherwise affect the terms of this MOU.
The Loan Documents shall be construed in accordance with and governed by the laws of the State
of Florida, without giving effect to its provisions regarding choice of laws.
All activities authorized by this MOU shall be subject to and performed in accordance with the
provisions of the terms and conditions of this MOU with the COUNTY, all applicable Federal,
State, and Municipal laws, ordinances, regulations, orders, and guidelines.
This MOU, documents ancillary to this MOU, and other related documents entered into in
connection with this MOU, are signed when a party’s signature is delivered by facsimile, e-mail,
or any other electronic medium. These signatures must be treated in all respects as having the same
force and effect as original signatures.
Page 1855 of 3681
MHP FL VII, LLLP
SHIP RENTAL DEVELOPMENT
SHRD22-005
EKOS Cadenza 17
Remainder of Page Intentionally Left Blank
Page 1856 of 3681
MHP FL VII, LLLP
SHIP RENTAL DEVELOPMENT
SHRD22-005
EKOS Cadenza 18
PART IV
GENERAL PROVISIONS
4.1 Sections 420.907-420.9079, Florida Statutes, and Rule 67-37 Florida Administrative Code as
amended
http://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&URL=0400-
0499/0420/0420.html
https://www.flrules.org/gateway/ChapterHome.asp?Chapter=67-37
4.2 Fair Housing Act (42 U.S.C. 3601-20) Reasonable Accommodations Under the Fair Housing Act.
https://www.hud.gov/sites/documents/DOC_7771.PDF
https://www.justice.gov/crt/fair-housing-act-1
Executive Order 11063 – Equal Opportunity in Housing https://www.archives.gov/federal-
register/codification/executive-order/11063.html
Executive Order 11259 - Leadership & Coordination of Fair Housing in Federal Programs
https://www.archives.gov/federal-register/codification/executive-order/12259.html
24 CFR Part 107 - Non- Discrimination and Equal Opportunity in Housing under E.O.
https://www.law.cornell.edu/cfr/text/24/part-107
4.3 Title VI of the Civil Rights Act of 1964 (42 USC § 2000(d) et seq., and Treasury’s implementing
regulation at 31 CFR Part 22), as amended, Title VIII of the Civil Rights Act of 1968, as amended
https://www.hud.gov/programdescription/title6
4.4 The Americans with Disabilities Act of 1990: Public Law 101-336, 42 U.S.C. Section 12101 et
seq. http://library.clerk.house.gov/reference-files/PPL_101_336_AmericansWithDisabilities.pdf
https://www.law.cornell.edu/uscode/text/42/12101
4.5 Proof of Lawful Presence. SPONSOR acknowledges that the SHIP funds are a “public benefit”. As
such, the SPONSOR shall ensure compliance by performing required verifications. Specifically,
when required the SPONSOR shall ensure that:
a. if the public benefit provided by the funds flows directly to a natural person (i.e., not a
corporation, partnership, or other legally created entity) 18 years of age or older, he/she must do
the following:
(i) complete an affidavit stating he/she is an alien lawfully present in the United States; or
(ii) attach a photocopy of the front and back of one of the following forms of identification: a valid
Florida driver’s license or Florida identification card; a United States military card or military
dependent’s identification card; a United States Coast Guard Merchant Mariner identification card;
or a Native American tribal document.
b. If an individual applying for the benefits identified herein executes the affidavit stating that
he/she is an alien lawfully present in the United States, SPONSOR shall verify his/her lawful
Page 1857 of 3681
MHP FL VII, LLLP
SHIP RENTAL DEVELOPMENT
SHRD22-005
EKOS Cadenza 19
presence through the federal systematic alien verification or entitlement program, known as the
“SAVE Program,” operated by the U.S. Department of Homeland Security or a successor program
designated by said department. In the event SPONSOR determines through such verification
process that the individual is not an alien lawfully present in the United States, the SPONSOR shall
not provide benefits to such individual with the COUNTY’s funds.
4.6 Lobbying: No funds received pursuant to this MOU may be expended for lobbying the Legislature,
the judicial branch, or a state agency.
4.7 Arrest and Conviction Records: State laws restrict use of arrest and conviction records in the
employment context, except when specifically authorized. The SPONSOR agrees to avoid the
misuse of arrest or conviction records to screen applicants for employment or employees for
retention or promotion that may have a disparate impact based on race or national origin, resulting
in unlawful employment discrimination unless use is otherwise specifically authorized by law.
4.8 False Claim; Criminal, or Civil Violation: SPONSOR must promptly refer to COUNTY any
credible evidence that a principal, employee, agent, contractor, subcontractor, or other person has
either (i) submitted a false claim for loan funds under the False Claims Act or (ii) committed a
criminal or civil violation of laws pertaining to fraud, conflict of interest, bribery, gratuity, or
similar misconduct involving this MOU.
4.9 Political Activities Prohibited: None of the Funds provided directly or indirectly under this MOU
shall be used for any political activities or to further the election or defeat of any candidates for
public office. Neither this MOU nor any Funds provided hereunder shall be utilized in support of
any partisan political activities or activities for or against the election of a candidate for an elected
office.
4.10 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.
Florida Statutes-
https://www.lawserver.com/law/state/florida/statutes/florida_statutes_chapter_112_part_iii
Collier County-
http://www.colliergov.net/home/showdocument?id=35137
4.11 Order of Precedence - In the event of any conflict between or among the terms of any of the Loan
Documents, the terms of the MOU shall take precedence over the terms of all other Loan
Documents, except the terms of any Supplemental Conditions shall take precedence over the MOU.
To the extent any conflict in the terms of the Loan Documents cannot be resolved by application
of the Supplemental Conditions, if any, or the MOU, the conflict shall be resolved by imposing the
more strict or costly obligation under the Loan Documents upon the SPONSOR at COUNTY’S
discretion.
Page 1858 of 3681
MHP FL VII, LLLP
SHIP RENTAL DEVELOPMENT
SHRD22-005
EKOS Cadenza 20
4.12 Venue-Any suit of action brought by either party to this MOU against the other party, relating to
or arising out of this MOU, must be brought in the appropriate federal or state courts, in Collier
County, FL which courts have sole jurisdiction on all such matters.
4.13 Dispute Resolution - Prior to the initiation of any action or proceeding permitted by this MOU 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 SPONSOR 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 MOU, 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
MOU shall be adjudicated in Collier County, Florida, if in state court and the US District Court,
Middle District of Florida, if in federal court. BY ENTERING INTO THIS MOU, COLLIER
COUNTY AND THE SPONSOR EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY
HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR ARISING
OUT OF, THIS MOU.
https://www.flsenate.gov/Laws/Statutes/2012/44.102
4.14 As provided in § 287.133, Florida Statutes, by entering into this MOU or performing any work in
furtherance hereof, the SPONSOR 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.
http://www.leg.state.fl.us/Statutes/index.cfm?App_mode=Display_Statute&Search_String=&UR
L=0200-0299/0287/Sections/0287.133.html
Florida Statutes section 448.095 Employment Eligibility. Per Florida Statute 448.095(3), all Florida
private employers are required to verify employment eligibility for all new hires beginning January
1, 2021.
For purposes of satisfying the requirement of this condition regarding verification of employment
eligibility, the SPONSOR shall participate in, and use, E-Verify (www.e-verify.gov), provided an
appropriate person authorized to act on behalf of the recipient (or SPONSOR) uses E-Verify (and
follows the proper E-Verify procedures, including in the event of a "Tentative Non-confirmation"
or a "Final Non-confirmation") to confirm employment eligibility for each hiring for a position in
the United States that is or will be funded (in whole or in part) with award funds.
Page 1859 of 3681
MHP FL VII, LLLP
SHIP RENTAL DEVELOPMENT
SHRD22-005
EKOS Cadenza 21
Questions about E-Verify should be directed to DHS. For more information about E-Verify visit
the E-Verify website (https://www.e-verify.gov/) or email E-Verify at E-Verify@dhs.gov. E-
Verify employer agents can email E-Verify at E-VerifyEmployerAgent@dhs.gov.
4.15 Florida Statutes 119.021 Records Retention
http://www.leg.state.fl.us/Statutes/index.cfm?App_mode=Display_Statute&URL=0100-
0199/0119/Sections/0119.021.html
4.16 Florida Statutes, 119.071, Contracts and Public Records
http://www.leg.state.fl.us/Statutes/index.cfm?App_mode=Display_Statute&URL=0100-
0199/0119/Sections/0119.071.html
Remainder of Page Intentionally Left Blank
Page 1860 of 3681
MHP FL VII, LLLP
SHIP RENTAL DEVELOPMENT
SHRD22-005
EKOS Cadenza 22
PART V
RENTAL DEVELOPMENT PROJECT REQUIREMENTS
The Loan is for construction of affordable residential rental housing in accordance with the SHIP Program
and Collier County LHAP FY 2022-2025. SPONSOR shall perform the following activity under this MOU:
5.1 Affordability of SHIP-Assisted Units
For the duration of the Affordability Period (30 years), as defined in the Note, Mortgage, and
Declaration of Restrictive Covenant of even date, five (5) floating units in the Project shall be
floating SHIP-Assisted Units (as defined below).
The floating SHIP-Assisted Units in the Project shall be rented or held available for rental on a
continuous basis to persons or families who, at the commencement of occupancy shall have a
verified annual income that does not exceed 50 percent (50%) of the Area Median Income (AMI),
as defined by Florida Statutes for Collier County, Florida. Rents on these floating SHIP-Assisted
Units shall be restricted to the SHIP Program rent limits set further by Statute. Maximum eligible
income and rent limits are revised annually and are available from the COUNTY.
SPONSOR covenants that five (5) floating units in the Project will be rented to Very-low-income
eligible tenants, as defined by §420.9071, as may be amended. All floating SHIP-Assisted Units
will carry rent and occupancy restrictions until January 28, 2055, which shall remain in force
regardless of transfer of ownership and shall be in accordance with the Declaration of
Restrictive Covenant, incorporated by reference, and Section 1.3 of this MOU. The floating
SHIP-Assisted Units shall be reserved for and rented to households which qualify for Very-Low-
income according to the following income limits:
5.2 Tenant Income and Rent Compliance
SPONSOR shall determine and verify the eligibility of tenants in accordance with HUD Section 8
housing assistance programs in 24 CFR Part 5 and Housing Opportunity through Modernization
Act of 2016 (HOTMA) Final Rule, as implemented by COUNTY. Income shall be calculated by
annualizing verified household income sources as the amount of income to be received by a
household during the 12 months following the effective date of the determination. SPONSOR must
use the Annual Gross Income, as defined in Section 420.9071(4), Florida Statutes, to verify
eligibility. SHIP Program household income limits cannot be exceeded. SPONSOR shall maintain
complete and accurate income records pertaining to each tenant occupying a SHIP-assisted unit.
Onsite inspections will be conducted annually, upon reasonable prior written notice, to verify
compliance with tenant income, rents, and the minimum property standards, as stated in sections
420.907-420.9079, Florida Statutes, and Rule 67-37, Florida Administrative Code, as may be
amended from time to time.
Page 1861 of 3681
MHP FL VII, LLLP
SHIP RENTAL DEVELOPMENT
SHRD22-005
EKOS Cadenza 23
5.3 Program Set-Asides
SPONSOR must meet the following program set-asides: five (5) floating units in the Project will
be rented or set aside for rental by households who shall have a household income less than or equal
to fifty percent (50%) of the Area Median Income (“AMI”) for Collier County, Florida, adjusted
for household size, as defined by Florida Statute 420.9071(the “SHIP-Assisted Units”). Two (2) of
the floating SHIP-Assisted Units must be set aside for rental to a Person with special needs,
as defined in Florida Statute 420.0004(13), and their families.
5.4 Restriction on Use
SPONSOR is required to comply with all applicable SHIP program requirements, including but not
limited to sections 420.907-420.9079, Florida Statutes, and Rule 67-37, Florida Administrative
Code. Any or all of these regulations may, but are not required to, be specifically set forth in any
additional documents executed in connection with the Loan. SPONSOR shall include such
language as the COUNTY may require in any agreements with potential tenants.
5.5 Default of Promissory Note
In accordance with the Promissory Note, the SPONSOR is in default when any of the following
events occur:
A. Sale: if proceeds are not sufficient to pay off the Mortgage note, the property owner (not-for-
profit or for-profit) may contact the COUNTY regarding a settlement amount of the SHIP loan.
B. Title transfer: a Prohibited Transfer as defined in the Declaration, either voluntarily or by
operation of law; divested of title by judicial sale, levy, or other proceedings, including
foreclosure; or Deed in Lieu.
C. Refinance: a refinance of the first mortgage may be approved without repayment if the request
is submitted in writing and the refinance is at a lower fixed rate, with no cash out, in accordance
with the “Subordination Policy.” Notwithstanding the foregoing, Borrower shall be permitted
to refinance the First Mortgage (as defined in the Note).
D. Property will no longer serve the intended target population.
5.6 Assurance of Public Purpose. Unless the Mortgage is satisfied and released, SPONSOR
acknowledges and agrees that if SPONSOR elects to sell the PROJECT to a third party which is
unaffiliated with any of the partners of the SPONSOR or their respective members/partners and/or
affiliates before the end of the 30-year Affordability Period, SPONSOR will first offer the PROJECT
for purchase to a nonprofit eligible sponsor (as defined by Section 420.9071 of the Florida Statutes)
(“Nonprofit Eligible Sponsor”) at the then-current market value of the PROJECT (the “ROFR Price”)
to ensure continued occupancy by eligible persons (the “ROFR”), all in accordance with Section
420.9075(5)(i) of the Florida Statutes.
Page 1862 of 3681
MHP FL VII, LLLP
SHIP RENTAL DEVELOPMENT
SHRD22-005
EKOS Cadenza 24
Commensurate with the foregoing, SPONSOR shall provide the COUNTY with written notice of its
intent to sell the PROJECT (the “ROFR Notice”). The COUNTY shall have no less than ninety (90)
after its receipt of the ROFR Notice (the “ROFR Period”) to: a) locate a Nonprofit Eligible Sponsor;
and b) the Nonprofit Eligible Sponsor shall enter into a purchase and sale agreement with the
SPONSOR at the ROFR Price, with closing within one hundred and eighty (180) days of the effective
date of the purchase contract and on such other terms and conditions as are agreeable to SPONSOR
(the “ROFR Period Requirements”). If the foregoing ROFR Period Requirements are not satisfied
during the ROFR Period, the ROFR shall terminate and be of no further force and effect.
5.7 Affirmative Marketing
SPONSOR shall adopt appropriate procedures for affirmatively marketing the floating SHIP-
Assisted Units. Affirmative marketing consists of reasonable, good faith efforts to provide
information and otherwise attract eligible persons to the available housing from all racial, ethnic,
and gender groups in the housing market area. SPONSOR is required to use affirmative fair housing
marketing practices in soliciting renters, determining eligibility, concluding transactions, and
furthering affirmative fair housing efforts. SPONSOR must maintain a file containing all marketing
efforts (i.e., copies of newspaper ads, memos of phone calls, copies of letters, screen shots of
internet and social media, etc.) to be available for inspection upon request by the COUNTY.
SPONSOR must provide a description of intended actions that will inform and otherwise attract
eligible persons to the available housing from all racial, ethnic, and gender groups in the housing
market. SPONSOR must provide the COUNTY with an assessment of the affirmative marketing
program annually, but no more than once per calendar year. Such assessment must include: a)
methods used to inform the public and potential renters about Federal Fair Housing laws and
affirmative marketing policy, b) methods used to inform and solicit applications from persons in
the housing market who are not likely to apply without special outreach, and c) records describing
actions taken by the SPONSOR and/or owner to affirmatively market the floating SHIP-Assisted
Units and assess the results of these actions.
5.8 Tenant Leases and Protections
Tenants applying for the floating SHIP-Assisted Units shall be qualified on a first-qualified, first-
served basis. Tenants must be income-eligible and must occupy the rental unit as a primary
residence. SPONSOR shall comply with the provisions of the Florida Landlord Tenant Act defined
in Chapter 83 Part II of the Florida Statutes, the SHIP Program, and COUNTY requirements, which
prohibit certain lease terms. All tenant leases for the floating SHIP-Assisted Units shall be expressly
subordinate to the Note and shall contain clauses, among others, wherein each individual lessee:
A. Agrees that the household income, household composition, and other eligibility requirements
shall be deemed substantial and material obligations of the tenancy; that the tenant will
promptly comply with all requests for information with respect thereto from SPONSOR or the
COUNTY; and that tenant’s failure to provide accurate information about household income
or refusal to comply with a request for information with respect thereto shall be deemed a
violation of a substantial obligation of his/her tenancy.
Page 1863 of 3681
MHP FL VII, LLLP
SHIP RENTAL DEVELOPMENT
SHRD22-005
EKOS Cadenza 25
B. Agrees not to sublease to any person or family who does not meet income qualifications as
determined, verified, and certified by SPONSOR.
C. States that the rental unit is the tenant’s primary residence.
D. Agrees that the lease shall be for a one-year period unless other terms are mutually agreed upon
by SPONSOR and tenant.
E. Provides documentation of special needs, if applicable.
SPONSOR shall submit to the COUNTY a copy of its standard lease agreement for the
COUNTY to review for compliance with affirmative marketing, tenant selection, and SHIP
provisions stated in Section 420.907-420.9079 Florida Statues, and Rule 67-37, Florida
Administrative Code.
5.9 Property Management
The COUNTY reserves the right to require SPONSOR to enter into a contract with a COUNTY
approved property management firm for professional management services of the Property to
provide leasing, collection of rents, maintenance and repair, and other property management tasks
as the COUNTY may require.
5.10 Property Standards
SPONSOR attests that the Project will meet the standards of the Florida Building Code and all
applicable local codes, standards, ordinances, and zoning ordinances at the time of Project
completion and throughout the duration of the affordability period. The Project will also meet the
accessibility requirements at 24 CFR part 8, which implements Section 504 of the Rehabilitation
Act of 1973 (29 U.S.C. 794) and the design and construction requirements at 24 CFR 100.205,
which implement the Fair Housing Act (42 U.S.C. 3601-3619), in the event property is rehabilitated
at any time during affordability period.
5.11 Energy Efficient Best Practices
Section 420.9075(3)(d), Florida Statutes, defines Energy Efficient Best Practices as: innovative
design, green building principles, storm resistant construction, or other elements that reduce long
term costs relating to maintenance, utilities, or insurance if the property is rehabilitated at any time
during the Affordability Period.
The COUNTY requires the use or inclusion, when appropriate, of the following: energy star items;
low-E windows; additional insulation (for increased R-value); ceramic tile; tankless water heater;
14 and 15 SEER air conditioning units; stucco; florescent light bulbs; and impact resistant windows
and doors. Evidence of such is not a condition of the construction subsidy payment.
Page 1864 of 3681
MHP FL VII, LLLP
SHIP RENTAL DEVELOPMENT
SHRD22-005
EKOS Cadenza 26
5.12 Payment Documents
A. Exhibit B along with invoice and proof of payment as evidenced by cancelled checks or bank
statements, and any other documents as requested.
B. Sponsor Invoice
C. Loan MOU Rental Development MOU
D. Loan Promissory Note
E. Mortgage
F. Declaration of Restrictive Covenants
Signature Page to Follow
Page 1865 of 3681
Page 1866 of 3681
Page 1867 of 3681
MHP FL VII, LLLP
SHIP RENTAL DEVELOPMENT
SHRD22-005
EKOS Cadenza 29
EXHIBIT A
INSURANCE REQUIREMENTS
SPONSOR shall furnish to Collier County, c/o Community and Human Services Division, 3339 Tamiami
Trail East, Suite 213, Naples, Florida 34112, Certificate(s) of Insurance evidencing insurance coverage that
meets the requirements below:
1. Workers’ Compensation as required by Chapter 440, Florida Statutes, if applicable.
2. Commercial General Liability, including products and completed operations insurance, in the
amount of $1,000,000 per occurrence and $5,000,000 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 MOU, in an amount not less than $1,000,000 combined single limit for
combined Bodily Injury and Property Damage, if applicable.
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 SPONSOR or the licensed design professional
employed by SPONSOR, in an amount not less than $1,000,000 per occurrence/$1,000,000
aggregate providing for all sums which SPONSOR and/or the design professional shall become
legally obligated to pay as damages for claims arising out of the services performed by SPONSOR
or any person employed by SPONSOR in connection with this MOU. This insurance shall be
maintained for a period of two (2) years after the final Certificate of Occupancy is issued.
CONSTRUCTION PHASE (IF APPLICABLE)
In addition to the insurance required in 1 – 4 above, SPONSOR 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
100 percent of the insurable value of the building(s) or structure(s). The policy shall be in the name
of Collier County and SPONSOR.
6. In accordance with the requirements of the Flood Disaster Protection Act of 1973 (42 U.S.C. 4001),
SPONSOR shall ensure 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
Page 1868 of 3681
MHP FL VII, LLLP
SHIP RENTAL DEVELOPMENT
SHRD22-005
EKOS Cadenza 30
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 MOU:
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 $5,000,000 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 MOU in an amount not less than $1,000,000 combined single limit for
combined Bodily Injury and Property Damage.
10. Property Insurance coverage on an “All Risk” basis, in an amount not less than 100 percent 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 at least the amount of the Funds for those properties found to be
within a flood hazard zone, for the full replacement value 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.
Page 1869 of 3681
MHP FL VII, LLLP
SHIP RENTAL DEVELOPMENT
SHRD22-005
EKOS Cadenza 31
EXHIBIT B
COLLIER COUNTY COMMUNITY & HUMAN SERVICES
SECTION I: REQUEST FOR PAYMENT
SPONSOR Name: MHP FL VII, LLLP
SPONSOR Address: 777 Brickell Ave., Suite 1300, Miami, FL 33131
Project Name: EKOS Cadenza
Project No: SHRD22-005 Payment #
Total Payment Minus Retainage:
Period of Availability: January 28, 2025 through January 28, 2055
Period for which the Agency has incurred the indebtedness through
SECTION II: STATUS OF FUNDS
SPONSOR County Approved
1. Total Loan Amount Awarded $ $
2. Total Amount of Previous Payments $ $
By signing this report, I certify to the best of my knowledge and belief that this request for payment is true,
complete and accurate, and the expenditures, disbursements and cash receipts are for the purposes and
objectives set forth in the term and conditions of the Federal award. I am aware that any false, fictitious, or
fraudulent information, or the omission of any material fact, may subject me to criminal, civil, or
administrative penalties for fraud, false statements, false claims or otherwise (U.S. Code Title 18, Section
1001 and Title 31, Sections 3729-3730 and 3801-3812; and/or Title VI, Chapter 68, Sections 68.081-083,
and Title XLVI Chapter 837, Section 837-06).
Signature Date:
Title
Authorized SPONSOR’s Representative Loan Reviewer (County)
County Division Director
Page 1870 of 3681
MHP FL VII, LLLP
SHIP RENTAL DEVELOPMENT
SHRD22-005
EKOS Cadenza 32
EXHIBIT C
ANNUAL PROGRESS REPORT
Report Period:
Fiscal Year:
Total Funds Repaid for Report Period:
MOU Number: SHRD22-005
SPONSOR Name: MHP FL VII, LLLP
Project: EKOS CADENZA
Contact Name: Christoper Shear, COO of MHP FL VII SLP, LLC
Contact Telephone Number: (786) 257-2778
2. Project Progress:
By signing this report, I certify to the best of my knowledge and belief that the information contained in
this report is true, complete and accurate. I am aware that any false, fictitious, or fraudulent information,
or the omission of any material fact, may subject me to criminal, civil, or administrative penalties for fraud,
false statements, false claims or otherwise (U.S. Code Title 18, Section 1001 and Title 31, Sections 3729-
3730 and 3801-3812).
Signature: Date:
Printed Name:
Title:
NOTE: This form subject to modification based on Treasury guidance.
Your typed name here represents your electronic signature.
Describe your progress and any impediments experienced during the reporting period.
Page 1871 of 3681
MHP FL VII, LLLP
SHIP RENTAL DEVELOPMENT
SHRD22-005
EKOS Cadenza 33
EXHIBIT D
ANNUAL AUDIT MONITORING REPORT
If SPONSOR expends $750,000 or more in State financial assistance during its fiscal year, it must have a
State Single or Project Specific audit conducted in accordance with Section 215.97, Florida Statutes;
applicable rules of the Department of Financial Services; and Chapters 10.550 (local governmental entities)
or 10.650 (nonprofit and for-profit organizations), and Rules of the Auditor General. If SPONSOR expends
less than $750,000 in State financial assistance during its fiscal year, it shall provide certification to the
COUNTY that single audit was not required. In determining State financial assistance expended, SPONSOR
must consider all sources of State financial assistance, including assistance received from Department of
Children & Families, other State agencies, and other nonstate entities. This form may be used to monitor
Florida Single Audit Act (Florida Statutes Section 215.97) requirements.
Sponsor
Name
First Date of Fiscal Year (MM/DD/YY) Last Date of Fiscal Year (MM/DD/YY)
Total State Financial Assistance Expended
during most recently completed Fiscal Year $
Check A. or B. Check C if applicable
A. The state expenditure threshold for our fiscal year ending as indicated above has been met
and a Single Audit as required by Section 215.97, Florida Statutes has been completed or will
be completed by ______________. Copies of the audit report and management letter are
attached or will be provided within 30 days of completion.
B. We are not subject to the requirements of Section 215.97, Florida Statutes because we:
Did not exceed the expenditure threshold for the fiscal year indicated above
Are exempt for other reasons – explain_________________________________
An audited financial statement is attached and if applicable, the independent auditor’s
management letter.
C. Findings were noted, a current Status Update of the responses and corrective action plan is
included.
While we understand that the audit report contains a written response to the finding(s), we are
requesting an updated status of the corrective action(s) being taken. Please do not provide just
a copy of the written response from your audit report, unless it includes details of the actions,
procedures, policies, etc. implemented and when it was or will be implemented.
Certification Statement
I hereby certify that the above information is true and accurate.
Signature Date:
Print Name and Title:
07/24/24
Page 1872 of 3681
1
THIS MORTGAGE AND THE NOTE SECURED HEREBY ARISE OUT OF OR ARE GIVEN TO SECURE
THE REPAYMENT OF A LOAN ISSUED IN CONNECTION WITH THE FINANCING OF HOUSING
AND ARE EXEMPT FROM DOCUMENTARY STAMP TAX AND INTANGIBLE TAX
PURSUANT TO SECTION 420.513(1), FLORIDA STATUTES.
Prepared by and Return to: Lisa Carr
Collier County Community and Human Services Division
3339 E. Tamiami Trail, Building H, Suite 211
Naples, Florida 34112
THIS IS A BALLOON MORTGAGE AND THE FINAL PRINCIPAL PAYMENT OR THE
PRINCIPAL BALANCE DUE UPON MATURITY IS $1,246,600.80, TOGETHER WITH
ACCRUED INTEREST, IF ANY, AND ALL ADVANCEMENTS MADE BY THE MORTGAGEE
UNDER THE TERMS OF THIS MORTGAGE, SUBJECT TO THE CONDITIONS SET FORTH
HEREIN.
STATE HOUSING INITIATIVES PARTNERSHIP (SHIP) PROGRAM
MORTGAGE
THIS MORTGAGE ("Security Instrument" or “Mortgage”) is given on _____ day of ________________________, 2025. The mortgagor is:
MHP FL VII, LLLP, A FLORIDA LIMITED LIABILITY LIMITED PARTNERSHIP, a SPONSOR
("Borrower" or “Mortgagor”) with an address of 777 Brickell Ave., Suite 1300, Miami, FL 33131. This Security Instrument is given to Collier
County, a political subdivision of the State of Florida ("Lender" or “Mortgagee”), which is organized and existing under the laws of the United
States of America, and whose address is c/o Office of the County Attorney, 3299 E. Tamiami Trail, Naples, Florida 34112. Borrower owes
Lender the sum of One Million Two Hundred Forty-Six Thousand Six Hundred Dollars and 80/100 ($1,246,600.80) (the “Loan”). This debt is
evidenced by Borrower's Promissory Note dated the same date as this Security Instrument (“Note").
The full debt, if not paid earlier, is due upon the occurrence of any of the following events: the sale or title transfer of the Property (except as
permitted pursuant to the Loan Documents as defined below), the refinance of the Property (except as permitted pursuant to the Loan Documents, or
in the event of a further refinance of the First Mortgage (as defined in the Note) after the conversion to the Permanent First Mortgage (as defined
below), if the request is submitted in writing and the refinance is at a lower fixed rate and/or term with no cash out), or if the Property will no longer
serve the intended target population within the thirty (30) year term of the Loan. The Note and Mortgage do not provide for monthly payments.
Repayment of the Loan shall be due upon the earlier of the maturity of the Note or the occurrence of default and its continuation after expiration of
all applicable notice and cure periods. If the Borrower meets all obligations throughout the loan term, then upon expiration of the term, the Loan
may be forgiven at the sole and absolute discretion of the Lender.
This Security Instrument secures to Lender: (a) the repayment of the debt evidenced by the Note and all renewals, extensions and modifications; (b)
the payment of all other sums advanced under -Paragraph 7 to protect the value 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 mortgage, grant and convey to
Lender the following described property located in Collier County, Florida.
As more particularly described as: See Exhibit A and which has the address of:
8360 Cadenza Rd Naples, FL 34114
(Address) (City) (State) (Zip)
TOGETHER WITH all the improvements now or hereafter erected on the property, and all easements, rights, appurtenances, rents,
royalties, mineral, oil and gas rights and profits, water rights and stock and all fixtures now or hereafter a part of the property. All replacements and
additions shall also be covered by the Security Instrument. All of the foregoing is referred to in this Security Instrument as the "Property".
BORROWER COVENANTS that Borrower is lawfully seized of the estate hereby conveyed and has the right to mortgage, grant and
convey the Property and that the Property is unencumbered, except for encumbrances of record. Borrower warrants and will defend generally the
title to the Property against all claims and demands, subject to any encumbrances of record.
THIS SECURITY INSTRUMENT combines uniform covenants for national use and non-uniform covenants with limited variation by
jurisdiction to constitute a uniform security instrument covering real property.
UNIFORM COVENANTS. Borrower and Lender covenant and agree as follows:
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 before the same become delinquent .The Mortgagor
shall pay or cause to be paid, before the same become delinquent, (A)(1) all taxes and governmental charges of any kind whatsoever which may at
any time be lawfully assessed or levied against 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 or cause 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, before the same become delinquent.
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 written notice identifying the lien. Borrower shall satisfy
the lien or take one or more of the actions set forth above within 10 days after the Borrower receives written notice from the Lender.
Notwithstanding anything to the contrary, all rights, title, interests, covenants and agreements herein are subject to the rights, title, interests,
covenants and agreements of all liens, encumbrances, easements, licenses relating to the Property which exist prior to the date of this Mortgage and
Page 1873 of 3681
2
SHIP File#: SHRD 22-05
SHIP Rental Development Program
EKOS CADENZA
all superior lienors of the Property, together with any other mortgage, lien or encumbrance subsequently approved in writing by Mortgagee. Further
notwithstanding anything to the contrary, Borrower shall be permitted to encumber the Property with an extended low-income housing commitment
(as such term is defined in Section 42(h)(6)(B) of the Internal Revenue Code (the “Code”)) (the “Extended Low-Income Housing Agreement”) and,
upon conversion, a mortgage in favor of Freddie Mac/KeyBank National Association (the “Permanent First Mortgage”) that will replace the First
Mortgage (as defined in the Note), each of which shall be senior to this Mortgage and shall be permitted without further consent of the Lender. Upon
request, Lender agrees to subordinate this Mortgage and the Declaration to the Extended Low-Income Housing Agreement, the Senior Mortgages (as
defined in the Note), including the Permanent First Mortgage, and Senior Mortgage Loan Documents (as defined in the Note). Further
notwithstanding anything to the contrary, without Lender’s consent, the Borrower may (i) transfer, convey, encumber, or lien the Property as
permitted under the terms of the documents relating to any loan which is senior in priority to the Loan, (ii) enter into leases, licenses, and other
agreements in accordance with the Borrower’s operation of the Property (including any memoranda of agreements in connection with the same), and
(iii) enter into of any agreements, licenses, leases, or otherwise with governmental and/or non-governmental entities for the purpose of operating
and/or developing the Property (including, but not limited to, agreements/licenses/leases and agreements agreements/licenses with cable and other
service providers).
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, 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, subject to the rights of all Senior Mortgagees (as defined in the Note), 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, subject to the rights of all Senior
Mortgagees, 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 written notice from Lender that the insurance carrier has offered
to settle a claim, then subject to the rights of all Senior Mortgagees Lender may collect the insurance proceeds. Subject to the rights of all Senior
Mortgagees, 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 written notice is received by the Borrower. 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.
Notwithstanding any of the foregoing, Lender agrees that for so long as the Loan is not in first lien priority position (i.e., there are one or
more loans senior to the Loan), the Borrower shall comply with all insurance requirements of the most senior mortgagee of the Property, for
minimum amounts, types of coverage, cancellation clauses, deductibles, insurance carrier ratings and terms. During the term of the Loan, Borrower
shall comply with such insurance requirements of the Senior Mortgagees, and such policy or policies of insurance shall include Lender as an
additional insured, making all loss or losses under such policy or policies payable to Lender as its interest may appear (subject to the rights of all
senior mortgagees).
6. Occupancy, Preservation, Maintenance and Protection of the Property; Borrower's Loan Application, Leaseholds. Borrower
shall not destroy damage or materially impair the Property, allow the Property to deteriorate (ordinary wear and tear excepted), or commit waste on
the Property. Borrower shall be in default if, after the expiration of all applicable notice and cure periods, any forfeiture action or proceeding,
whether civil or criminal, is begun against the Borrower and is not dismissed within ninety (90) days after initiated, that in Lender's reasonable good
faith judgment would result in forfeiture of the Property or otherwise materially and adversely 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 lien created by this Security Instrument or Lender's security interest. Borrower shall also be in default if Borrower, during the loan
application process, intentionally 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, including, but not limited to, representations concerning Borrower's
ownership of the Property. 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 initiated against the Borrower that would significantly and adversely affect Lender's rights in the Property if
determined adversely to the Borrower (such as a proceeding in bankruptcy (if initiated by the Borrower), probate, for condemnation or forfeiture or to
enforce laws or regulations) and such proceeding is not dismissed within ninety (90) days after such proceeding is initiated, then Lender may, subject
to the rights of all Senior Mortgagees, do and pay for whatever is necessary to protect the value of the Property 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 of payment, these amounts shall bear interest from the date of disbursement of such
amounts at the Note rate and shall be payable, with interest, upon written notice from Lender to Borrower requesting payment.
8. Mortgage Insurance. If Lender required mortgage insurance as a condition 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 shall pay the premiums required to obtain coverage substantially equivalent to the mortgage
insurance previously in effect, at a cost substantially 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 or ceased 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 that 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.
9. Inspection. Lender or its agent may make reasonable entries upon and inspections of the Property. Lender shall give Borrower written
notice not less than two (2) business days prior to an inspection specifying reasonable cause for the inspection.
10. Condemnation. If all or any part of the Property shall be damaged or taken through condemnation (which term when used in this
Mortgage shall include any damage or taking by any governmental authority, and any transfer by private sale in lieu thereof), either temporarily or
Page 1874 of 3681
3
SHIP File#: SHRD 22-05
SHIP Rental Development Program
EKOS CADENZA
permanently, the entire indebtedness secured hereby shall at the option of the Mortgagee become immediately due and payable unless Mortgagor
utilizes the condemnation award for the restoration or rebuilding of the Property, in which case Mortgagee shall have the right to review the
construction budget for the rebuilding or restoration and if the amount of the award exceeds the amount necessary to complete such restoration or
rebuilding, but subject to the rights of the Senior Mortgagees, Mortgagee shall have the right to receive and apply any such excess to the indebtedness
secured hereby. Subject to the rights of the Senior Mortgagees, the Mortgagee shall be entitled to all compensation awards and other payments or
relief therefor and is hereby authorized, at its option, to commence, appear in and prosecute, in its own or the Mortgagor's name, any action or
proceeding relating to any condemnation, and to settle or compromise any claim in connection therewith. Provided, however, so long as no default
exists and is continuing beyond any applicable cure period under any of the Loan Documents, the Mortgagor shall have the right, using counsel
reasonably acceptable to the Mortgagee, to prosecute all actions relating to any such condemnation action or claim. Subject to the rights of the Senior
Mortgagees, all such compensation, awards, damages, claims, rights of action and proceeds and the right thereto are hereby assigned by the
Mortgagor to the Mortgagee, who, after deducting therefrom all its reasonable expenses, including reasonable legal fees, costs and expenses, may
release any moneys so received by it without affecting the lien of this Mortgage or may apply the same in such manner as the Mortgagee shall
determine, to the reduction of the sums secured hereby, and to any prepayment charge herein provided, and any balance of such moneys then
remaining shall be paid to the Mortgagor. The Mortgagor agrees to execute such further assignments of any compensations, awards, damages, claims,
rights of action and proceeds as the Mortgagee may require.
11. Borrower Not Released, Forbearance by Lender Not a Waiver. Extension of the time for payment 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 among any Borrower who co-signs this Security
Instrument but does 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 Lender or Borrower provided for in this Security Instrument shall be given by delivering it or by mailing it by
first class mail or nationally recognized courier service, unless applicable law required use of another method. Any notice to Borrower shall be in
writing and directed to the address of the Borrower designated on the signature page hereto or any other address Borrower designates by notice to
Lender. Any notice to Lender shall be directed to the designated address in accordance with law or as designated in the MOU (as defined below).
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 conflicts with applicable law, such conflict shall not affect
other provisions of this Security Instrument which can be given effect without the conflicting provision. To this end, the provisions of this Security
Instrument 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 interest in Borrower is sold or transferred and Borrower is not a natural person), except as permitted pursuant to the
Loan Documents, 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 exercises this option, Lender shall give Borrower written notice of acceleration. The notice shall provide a period of not less
than 60 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 Borrower.
18. Borrower's Right to Reinstate. If Borrower meets certain conditions, Borrower shall have the right to have enforcement of this
Security Instrument discontinued at any time prior to the earlier of: (a) 5 days (or such other shorter period as applicable law may specify for
reinstatement) before sale of the Property pursuant to foreclosure; or (b) entry of a judgment enforcing this Security Instrument. Those conditions are
that Borrower: (a) pays Lender all sums which then would be due under this Security Instrument and the Note as if no acceleration had occurred; (b)
cures any default of any other covenants or agreements under this Mortgage; (c) pays all third-party expenses actually incurred in enforcing this
Security Instrument, including, but not limited to, reasonable attorney's fees; and (d) takes such action as Lender may reasonably require to assure
that the lien of this Security Instrument, Lender's rights in the Property and Borrower's obligation to pay the sums secured by this Security Instrument
shall continue unchanged. Upon reinstatement by Borrower, this Security Instrument and the obligations secured hereby shall remain fully effective
as if no acceleration had occurred. However, this right to reinstate shall not 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, except that Lender will provide Borrower with written notice of any sale within five (5)
days after such sale. A sale may result in a change in the entity (known as the "Loan Servicer") that collects monthly payments due under the Note
and this 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 of the
Loan Servicer, Borrower will be given written notice of the change in accordance with paragraph 14 and containing all information required by
applicable law within five (5) days after such change. The notice will state the name and address of the new Loan Servicer and the address to which
payments should be made. The notice will 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 else to do, 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 appropriate to normal residential uses and to the maintenance of the Property and/or materials used in
the ordinary course of construction, maintenance and operations of the Property in compliance with the applicable law (including Environmental
Law).
Borrower shall promptly give Lender written notice for any investigation, claim, demand, lawsuit or other 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 authority, that any removal or other remediation of any Hazardous Substance
affecting the Property is necessary, Borrower shall promptly take all necessary remedial actions in accordance with Environmental Law.
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 petroleum 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 written 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
Page 1875 of 3681
4
SHIP File#: SHRD 22-05
SHIP Rental Development Program
EKOS CADENZA
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 (except that, if Borrower cannot cure such breach within 30 days, Borrower shall have an additional
period of time as is reasonably necessary, as reasonably determined by the County Manager or designee, to cure such actions or
inactions); and (d) that failure to cure the default on or before the date specified in the notice (as may be extended pursuant to the preceding (c))
may, subject to the rights of all Senior Mortgagees, 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 (as may be extended pursuant to (c) above), Lender, at its option, may, subject to the rights of all Senior
Mortgagees, require immediate payment in full of all sums secured by this Security Instrument without further demand and may seek foreclosure of
this Security Instrument by judicial proceeding. Lender shall be entitled to collect all third-party expenses actually 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. Notwithstanding anything to the
contrary, CREA Cadenza at Hacienda Lakes, LLC a Delaware limited liability company, its successors or assigns, shall have the right, but not the
obligation, to cure any and all Borrower defaults and the Lender shall accept such cure as if it was tendered by the Borrower.
22. Release. Upon payment or forgiveness of all sums secured by this Security Instrument, Lender shall immediately release this Security
Instrument, without charge, to Borrower. Borrower shall pay any recordation costs.
23. Attorneys' Fees. As used in this Security Instrument and the Note, "attorney’s' fees" shall include any reasonable attorneys' fees
awarded by an appellate court.
24. Loan Documents. The Note, the Declaration, this Security Instrument, and that certain Memorandum of Understanding Between
Collier County and MHP FL VII, LLLP for Development of Affordable Housing between Borrower and Lender effective as of [January 28, 2025]
(the “MOU”), are referred to herein, collectively, as the “Loan Documents”.
25. Subordination. Notwithstanding anything to the contrary contained herein, so long as any portion of the notes evidencing the Senior
Mortgage Loans (as defined in the Note) is unpaid, Lender's rights to declare a default, accelerate the indebtedness secured by the Note, this
Mortgage and the other Loan Documents, commence a foreclosure of this Mortgage, or pursue any other right or remedy under the Note, this
Mortgage or the other Loan Documents, are subject to all pertinent Subordination Agreement (s), contemplated in the Note by Lender for the benefit
of Senior Mortgagee(s)], and acknowledged and agreed to by Mortgagor.
26. 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
[SIGNATURE PAGE TO FOLLOW]
Page 1876 of 3681
Page 1877 of 3681
6
SHIP File#: SHRD 22-05
SHIP Rental Development Program
EKOS CADENZA
EXHIBIT A
TRACT “E” CADENZA AT HACIENDA LAKES OF NAPLES, ACCORDING TO THE PLAT THEREOF RECORDED IN PLAT
BOOK 74, PAGES 16 THROUGH 20, IN THE PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA.
LESS AND EXCEPT
Page 1878 of 3681
Page 1 of 5
PROMISSORY NOTE
EKOS CADENZA
Date: , 2025 (“Date of Disbursement”)
Amount: $1,246,600.80
FOR VALUE RECEIVED, the undersigned, MHP FL VII, LLLP, a Florida limited liability limited
partnership having its principal office at 777 Brickell Avenue, Suite 1300, Miami, Florida 33131, hereinafter
referred to as “Borrower,” promises to pay to the order of Collier County, Florida, a political subdivision of
the State of Florida having its principal address at c/o Office of the County Attorney, 3299 Tamiami Trail
East, Suite 800, Naples, FL 34112, hereinafter referred to as "Lender", or its successors, the original principal
amount of ONE MILLION TWO HUNDRED FORTY-SIX THOUSAND SIX HUNDRED DOLLARS
AND EIGHTY CENTS ($1,246,600.80). (the “Loan”).
PURPOSE: This Promissory Note (“Note”) is executed by the Parties hereto to secure the Loan given by
Lender to Borrower in support of the residential development to be known as EKOS Cadenza (the “Project”)
located at 8360 Cadenza Road, Naples, Florida 34114, as further described in the attached Exhibit A (the
“Property”).
LOAN PAYMENT: Borrower shall pay the outstanding principal of the indebtedness evidenced by this
Note, and all other charges and indebtedness provided herein, at the times and in the manner provided in
this Note. The term of this Note is thirty (30) years and matures on the date that is thirty (30) years after
the Date of Disbursement, as first written above (the “Maturity Date”). During the period commencing on
the Date of Disbursement and ending on the Maturity Date, the interest rate on this Note shall be zero
percent (0%) and no payments of principal or interest shall be due. On the Maturity Date, any outstanding
principal amount of the indebtedness evidenced by this Note and accrued, but unpaid, interest (if any)
shall be due and payable. Notwithstanding anything to the contrary and for avoidance of doubt, there will
be no required payments of the principal amount of the indebtedness evidenced by this Note until the
Maturity Date. Further notwithstanding anything to the contrary, this Note and the principal amount of
the indebtedness evidenced by this Note may, but shall not automatically be, forgiven at the sole and
absolute discretion of the Lender on or by the Maturity Date.
LOAN MEMORANDUM OF UNDERSTANDING (MOU): This Note is subject to the terms and
conditions of the Memorandum of Understanding between the Borrower and Lender entered into as of
January 28, 2025, (the “MOU”). The terms of the MOU and this Note should be construed in such manner
as not to render any term meaningless or void. However, in the event of a conflict between the terms of this
Note and the MOU, the MOU shall govern.
DEFAULT & ACCELERATION: Lender shall have the optional right to declare the amount of the total
unpaid balance hereof to be due and forthwith payable in advance of the Maturity Date of any sum due or
installment, as fixed herein, upon the occurrence of any Event of Default (as defined below), which is
continuing after all applicable notice and cure periods have expired.
The following actions or inactions by Borrower shall constitute an “Event of Default” if, following the
Borrower’s receipt of written notice from the Lender of such actions or inactions, the Borrower fails to
cure such actions or inactions within thirty (30) days after written notice thereof is received by the
Borrower from the Lender provided however, that if any action or inaction cannot reasonably be cured
Page 1879 of 3681
Page 2 of 5
within thirty (30) days, Borrower shall have an additional period of time as is reasonably necessary, as
reasonably determined by the County Manager or designee, to cure such actions or inactions:
A. Sale: if, upon a sale of the Property (as defined in the MOU) in violation of the Declaration (as
defined in the MOU), the proceeds of such sale are not sufficient to pay off the principal balance of this
Note, the property owner (not-for-profit or for-profit) may contact the COUNTY regarding a settlement
amount of the SHIP loan.
B. Title transfer: if title to the Property is transferred in violation of the Declaration pursuant to a
Prohibited Transfer (as defined in the Declaration), either voluntarily or by operation of law; divested of
title by judicial sale, levy, or other proceedings, including foreclosure; or Deed in Lieu.
C. Refinance: a refinance of the first mortgage may be approved without repayment if the request is
submitted in writing and the refinance is at a lower fixed rate, with no cash-out, in accordance with the
“Subordination Policy.” Notwithstanding the foregoing, Borrower shall be permitted to refinance the First
Mortgage as described herein.
D. Property will no longer serve the intended target population.
ESTOPPEL/WAIVER: Failure of Lender to declare a default shall not constitute a waiver of such
default. Upon default, this Note will accrue interest at the highest rate permissible under applicable law
(the “Default Rate”).
PREPAYMENT: Borrower reserves the right to prepay at any time all or part of the principal amount of this
Note without the payment of penalties or premiums. Any prepayments of this Note, prior to default, shall be
first applied to reduce the principal amount of this Note and second to the payment of interest, if any, and
does not negate the affordability period, as defined in the MOU and Declaration.
COLLECTION COSTS: If suit is instituted by Lender to recover this Note, Borrower agree(s) to pay all
reasonable out of pocket costs of such collection including reasonable attorney's fees and court costs.
PARTIES: The words “Borrower” and “Lender” in this Note shall be construed to include the respective
heirs, personal representatives, successors, and assigns of the Borrower and the Lender.
SUBORDINATION: The right of the Lender to payment of the indebtedness evidenced by this Note is
and will at all times be subordinate to the rights of the holders of all loans comprising the Senior Mortgage
Loan (as defined in the following paragraph hereafter) and to the extent provided in any subordination
agreement that may be entered into by and among the Lender and any holder of a Senior Mortgage Loan(s)
(each a “Senior Mortgagee” and, collectively, the “Senior Mortgagees”). This Note is and shall be subject
and subordinate in all respects to the liens, terms, covenants, and conditions set forth in those documents
relating to and/or securing the Senior Mortgage Loans (the “Senior Mortgage Loan Documents”) and any
subordination agreement(s).
For the purposes of this Note, “Senior Mortgage Loans” shall mean (i) a first mortgage construction loan
to the Borrower from Florida Housing Finance Corporation (“Florida Housing”) in the original principal
amount of $24,500,000 (the “First Mortgage Loan”) secured by a Mortgage, Assignment of Leases and
Rents, Assignment of Contracts, Security Agreement, and Fixture Filing as assigned to The Bank of New
York Mellon Trust Company, N.A., as fiscal agent for the benefit of KeyBank National Association
(“KeyBank”) (the “First Mortgage”), (ii) any loan obtained by Borrower for the purpose of refinancing
the First Mortgage Loan including, but not limited to, that certain loan by Freddie Mac/KeyBank to the
Borrower upon the conversion of the First Mortgage Loan (which, notwithstanding anything to the
Page 1880 of 3681
Page 3 of 5
contrary and for avoidance of doubt, shall be the "First Mortgage Loan" upon conversion), (iii) a second
mortgage bridge loan to the Borrower by KeyBank in the original principal amount of $2,405,000 (the
“Second Mortgage Loan”) secured by a Mortgage, Assignment of Leases and Rents, Assignment of
Contracts, Security Agreement and Fixture Filing (the “Second Mortgage”), (iv) a third mortgage loan to
the Borrower by Florida Housing in the aggregat e original principal amount of $10,300,000 (consisting
of an award of State Apartment Incentive Loan Program funds in the amount of $6,000,000 and
Construction Housing Inflation Response Program funds in the amount of $4,300,000) (the “Third
Mortgage Loan”), secured by a Mortgage and Security Agreement (SAIL) (the “Third Mortgage”), and
(v) a fourth mortgage loan to the Borrower by Florida Housing of Extremely Low Income Program funds
in the original principal amount of $600,000 (the "Fourth Mortgage Loan"), secured by a Mortgage and
Security Agreement (ELI) (the “Fourth Mortgage” and, together with the First Mortgage (including any
mortgage securing a loan obtained by Borrower for the purpose of refinancing the First Mortgage Loan
including, without limitation, that certain mortgage to be executed by Borrower in favor of Freddie
Mac/KeyBank upon conversion of the First Mortgage Loan which shall, notwithstanding anything to the
contrary, be the “First Mortgage” upon conversion), the Second Mortgage, and the Third Mortgage, each
individually a “Senior Mortgage” and, collectively, the “Senior Mortgages”), obtained by the Borrower
in connection with the Borrower’s financing of that certain affordable housing,160-unit residential
building located at 8360 Cadenza Road, Naples, Collier County, Florida, 34114 and more commonly
known as EKOS Cadenza.
CONSTRUCTION AND VENUE: Each of the Borrower and Lender covenants and agrees that any and all
legal actions arising out of or connected with this Note shall be instituted in the Circuit Court of the Twentieth
Judicial Circuit, in and for Collier County, Florida, or in the United States District Court for the Middle
District of Florida, as the exclusive forums and venues for any such action, subject to any right of either party
to removal from state court to federal court (or vice versa), which is hereby reserved, and each of the Borrower
and Lender further covenants and agrees that it will not institute any action in any other forum or venue and
hereby consents to immediate dismissal or transfer of any such action instituted in any other forum or
venue. This Note is entered into within, and with reference to the internal laws of the State of Florida, and
shall be governed, construed, and applied in accordance with the internal laws (excluding conflicts of law)
of the State of Florida.
NONRECOURSE: Notwithstanding anything to the contrary, the Loan evidenced by this Note is
nonrecourse to the Borrower and its members, managers, officers, employees, agents, and affiliates and
none of Borrower, its members, managers, officers, employees, agents, or affiliates shall have any personal
liability for the payment of any portion of the indebtedness evidenced by this Note.
THIS NOTE ARISES OUT OF OR IS GIVEN TO SECURE THE REPAYMENT OF A LOAN
ISSUED IN CONNECTION WITH THE FINANCING OF AFFORDABLE HOUSING AND IS
EXEMPT FROM INTANGIBLE TAX PURSUANT TO SECTION 420.513(1), FLORIDA
STATUTES.
[SIGNATURE PAGE FOLLOWS]
Page 1881 of 3681
Page 1882 of 3681
Page 5 of 5
Exhibit “A”
EKOS CADENZA
Legal Description
TRACT “E” CADENZA AT HACIENDA LAKES OF NAPLES, ACCORDING TO THE PLAT THEREOF
RECORDED IN PLAT BOOK 74, PAGES 16 THROUGH 20, IN THE PUBLIC RECORDS OF COLLIER
COUNTY, FLORIDA.
LESS AND EXCEPT
Page 1883 of 3681
Page 1 of 7
Prepared by and Return to:
Lisa Carr
Collier County Community & Human Services Division
3339 Tamiami Trail East, Building H, Suite 213
Naples, FL 34112
DECLARATION OF RESTRICTIVE COVENANTS FOR
EKOS CADENZA
This Declaration of Restrictive Covenants for EKOS CADENZA (the “Covenant”) made
this ______ day of ______________, 2025 (the “Effective Date”) by MHP FL VII, LLLP, a
Florida limited liability limited partnership (hereinafter referred to as “Project Sponsor”), having
its principal office at 777 Brickell Avenue, Suite 1300, Miami, Florida 33131, is in favor of Collier
County, Florida, having its principal address at c/o Office of the County Attorney, 3299 Tamiami
Trail East, Suite 800, Naples, FL 34112 (hereinafter referred to as the “County”). Project Sponsor
and the County are sometimes collectively referred to as the “Parties” and singularly referred to as
“Party.”
RECITALS
WHEREAS, the Project Sponsor is the owner of the property legally described in Exhibit
“A”, attached hereto and incorporated herein by reference (“Property”); and
WHEREAS, the Project Sponsor hereby agrees and covenants that the Property shall be
subject to the provisions, covenants, and restrictions contained herein; and
WHEREAS, this Covenant is made for the express benefit of the County, and it shall
remain in force until all obligations under the Note have been met as evidenced by a Satisfaction
of Mortgage from the County; and
WHEREAS, the County has made a loan to Project Sponsor in the original principal
amount of One Million Two Hundred Forty-Six Thousand Six Hundred Dollars and Eighty Cents
($1,246,600.80) from the SHIP Grant Fund (1053) established by the County (“Loan”) in
connection with the construction of the Project, as more particularly described below; and
WHEREAS, the Project Sponsor is developing a project that will, among other things,
increase the supply of affordable rental housing units in the community, commonly known or to
be known as EKOS Cadenza (hereinafter referred to as the "Project"), which consists of an
affordable residential housing development located at 8360 Cadenza Road, Naples, Collier
County, Florida (“Project”); and
WHEREAS, the Project consists of a total of one hundred and sixty (160) residential
apartment units (“Units”); and
Page 1884 of 3681
Page 2 of 7
WHEREAS, the County’s allocation of funds for the Project is subject to that certain
Promissory Note for One Million Two Hundred Forty-Six Thousand Six Hundred Dollars and
Eighty Cents ($1,246,600.80) dated January 28, 2025] (“Promissory Note”), that certain
Memorandum of Understanding between the County and Project Sponsor for Development of
Affordable Housing dated January 28, 2025 (“MOU”), that certain State Housing Initiatives
Partnership (SHIP) Program Mortgage by the Project Sponsor to the County dated January 28,
2025 (the “Mortgage”), and this Covenant, all between the County and the Project Sponsor (the
Promissory Note, MOU, Mortgage, and Covenant, collectively referred to as the “Loan
Documents”); and
WHEREAS, the Board of County Commissioners approved the Loan Documents at its
meeting on January 28, 2025, and the Clerk, as Custodian of the Board’s minutes and records holds
the Loan Documents in trust; and
WHEREAS, Project Sponsor desires to make a binding commitment to assure that the
Project is maintained and operated in accordance with the provisions of the MOU and this
Covenant; and
WHEREAS, Project Sponsor, as a condition for receiving the Loan funds, is required to
record in the Public Records of Collier County, Florida, this Covenant obligating the Project
Sponsor, its successors, and assigns to maintain and operate the Project in accordance with the
Loan Documents; and
WHEREAS, the Project Sponsor hereby declares that this Covenant shall be and is a
covenant running with the Property and, unless released by the County, is binding on the Property
for the entire Affordability Period, as defined herein, and is not merely a personal covenant of the
Project Sponsor; and
NOW THEREFORE, Project Sponsor voluntarily covenants and agrees that the Project
shall be subject to the following restrictions that are intended and shall be deemed to be covenants
running with the Property and binding upon Project Sponsor, and its heirs, transferees, successors
and assigns as follows:
TERMS:
Section 1. Recitals: The recitals and findings set forth in the preamble of this Covenant
are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Section.
Section 2. Use of Property: Five (5) floating Units in the Project shall be rent-restricted and
occupied by households whose annual income does not exceed an imputed income limit as defined
in the Internal Revenue Code section 42(g) (the “SHIP-Assisted Units”). At least one hundred
percent (100%) of the floating SHIP-Assisted Units shall be occupied by a household whose
income is no more than fifty percent (50%) area median income (“AMI”), adjusted for household
size, as dictated by Florida Statutes. At least two (2) of the floating SHIP-Assisted Units must be
set aside for a Person with special needs, as defined in Florida Statute 420.0004(13), and their
families. Project Sponsor is required to comply with all applicable SHIP program requirements,
Page 1885 of 3681
Page 3 of 7
including but not limited to sections 420.907-420.9079, Florida Statutes, and Rule 67-37, Florida
Administrative Code.
Section 3. Term of Covenant: This Covenant is a covenant running with the Property. This
Covenant shall remain in full force and effect and shall be binding upon the Project Sponsor, its
successors, transferees, and assigns from the Effective Date until the expiration of the Affordability
Period. The Affordability Period of this Project will be thirty (30) years commencing on the
Effective Date (the “Affordability Period”). Upon the expiration of the Affordability Period, this
Covenant shall immediately lapse and be of no further force and effect without the necessity of
any other written document or instrument. Notwithstanding the foregoing, upon the expiration of
the Affordability Period, the County shall prepare for recording an instrument evidencing the
expiration of and other termination of this Covenant in the Public Records of Collier County,
Florida.
Section 4. Prohibited Conveyances: Except as provided in the Loan Documents, the Project
Sponsor covenants and agrees not to transfer, sell, or otherwise assign its interest in the Project or
the Property to a third party which is unaffiliated with any of the partners of the Project Sponsor
or their respective members/partners and/or affiliates (a “Prohibited Transfer”) without the
County’s prior written consent.
Notwithstanding anything to the contrary, and for avoidance of doubt, the following shall
be permitted and shall not require the written consent of the County:
(i) the transfer the Project or the Property to an affiliate of MHP FL VII SLP, LLC, a Florida
limited liability company (the “MHP SLP”) or an affiliate (including a trust) of any
member of the MHP SLP;
(ii) the entering into of any agreements, licenses, leases, or otherwise with governmental
and/or non-governmental entities for the purpose of operating and/or developing the
Property (including, but not limited to, agreements/licenses/leases and agreements
agreements/licenses with cable and other service providers);
(iii) the encumbering of the Project, the Property, or any portion thereof with an extended
low-income housing commitment (as such term is defined in Section 42(h)(6)(B) of the
Internal Revenue Code) for low-income housing tax credits, or similar agreements
required under Section 42 of the Internal Revenue Code;
(iv) the leasing of the Units in the ordinary course of business;
(v) the transfer of the partnership interests of the partners of the Project Sponsor among each
other;
(vi) the transfer of the partnership interests of the CREA Cadenza at Hacienda Lakes, LLC,
a Delaware limited liability company (the “Limited Partner”) and/or CREA SLP, LLC,
an Indiana limited liability company (the “Special Limited Partner”), either directly or
indirectly, to an affiliate of the Limited Partner or to an affiliate of the managing member
of the Limited Partner (or of its members) or to an affiliate of the managing member of
Page 1886 of 3681
Page 4 of 7
the Special Limited Partner (or of its members), as well as any transfers with the Limited
Partner;
(vii) the transfer of the interests of the Limited Partner and/or the Special Limited Partner in
the Project Sponsor to Collier County Community Land Trust, Inc., a Florida not-for-
profit corporation (the “General Partner”), or an affiliate of the General Partner, the MHP
SLP, or an affiliate of the MHP SLP (or of its members);
(viii) the transfer of the partnership interests of the MHP SLP, the General Partner, CC CLT,
LLC, a Florida limited liability company (the “Nonprofit SLP”), the Limited Partner,
and/or the Special Limited Partner in the Project Sponsor to the MHP SLP and/or an
affiliate (including a trust) of any member of the MHP SLP,
(ix) any transfer by W. Patrick McDowell ("McDowell") or Christopher Shear ("Shear" and,
together with McDowell, collectively the "MHP SLP Principals,") or any of their
respective trusts or affiliates, of their respective interests in the Project Sponsor to any
one or more of the MHP SLP Principals or their respective trusts or affiliates;
(x) any transfers, conveyances, encumbrances, or liens permitted under the terms of the
documents relating to any loan which is senior in priority to the Loan per the Promissory
Note;
(xi) the removal of the General Partner, the Nonprofit SLP, or the MHP SLP in accordance
with the partnership agreement of the Project Sponsor; and
(xii) the transfer of the Property pursuant to a foreclosure or deed in lieu of foreclosure in
connection with any Senior Mortgage Loan (as defined in the Promissory Note); and
(xiii) the encumbrance of the Property with the Permanent First Mortgage (as defined in the
Mortgage) and any documents required to be executed in connection therewith.
For avoidance of doubt, the County hereby acknowledges and consents to any liens and/or
encumbrances affecting the Project and/or the Property existing as of January 28, 2025.
Section 5. Repayment Upon Prohibited Transfer: The Project Sponsor covenants and
agrees that in the event of a Prohibited Transfer without County’s prior written consent (except as
otherwise provided in the Loan Documents), the Project Sponsor shall, subject to the rights of any
senior lenders, immediately make payment to the County in an amount equal to the then-full
outstanding principal amount of the Loan funds disbursed and outstanding, with interest thereon
as provided in the Promissory Note, if any, and all unpaid fees, charges and other obligations of
the Project Sponsor due under any of the Loan Documents.
Section 6. Inspection and Enforcement: Subject to the MOU, it is understood and agreed
that any official inspector of the County shall have the right any time during normal working hours
to enter and investigate the use of the Property to determine whether the conditions of this
Covenant are in compliance, subject to the rights of residential tenants under their leases.
Page 1887 of 3681
Page 5 of 7
Section 7. Amendment and Modification: This Covenant may be modified, amended, or
released in whole or in part by a written instrument executed on behalf of the County and the
Project Sponsor, or their respective successors-in-interest. Should this instrument be modified,
amended, or released, the County shall execute a written instrument in recordable form to be
recorded in the Public Records of Collier County, Florida, effectuating and acknowledging such
modification, amendment, or release.
Section 8. Definitions: All capitalized terms not defined herein shall have the meanings
provided in the Promissory Note.
Section 9. Severability: Invalidation of one of the provisions of this Covenant by judgment
of court shall not affect any of the other provisions of the Covenant, which shall remain in full
force and effect.
Section 10. Recordation: This Covenant shall be filed of record among the Public Records
of Collier County, Florida, at the sole cost and expense of the Project Sponsor.
Section 11. Covenant Running with the Property: Any and all requirements of the laws of
the State of Florida that must be satisfied in order for the provisions of this Covenant to constitute
a restriction and covenant running with the Property shall be satisfied in full, and any requirements
or privileges of estate are intended to be satisfied, or in the alternate, an equitable servitude has
been created to insure that these restrictions run with the Property. For the term of this Covenant,
each and every contract, deed, or other instrument hereafter executed conveying the Property or
portion thereof shall be deemed to provide that such conveyance is subject to this Covenant,
provided, however, that the covenants contained herein shall survive and be effective regardless
of whether such contract, deed, or other instrument hereafter executed conveying the Property or
portion thereof provides that such conveyance is subject to this Covenant.
Section 12. Subordination to Senior Mortgages. Notwithstanding anything to the contrary,
and for avoidance of doubt, this Covenant shall be subordinate to the rights of the holders of all
loans comprising the Senior Mortgage Loans (as defined in the Promissory Note) and to the extent
provided in any subordination agreement(s) that may be entered into by and among the County
and any Senior Mortgagee(s) (as defined in the Promissory Note), and shall be subject and
subordinate in all respects to the liens, terms, covenants, and conditions set forth in the Senior
Mortgage Loan Documents (as defined in the Promissory Note) and any subordination
agreement(s).
Section 13. Governing Law and Venue: This Covenant shall be construed and enforced
pursuant to the laws of the State of Florida, excluding all principles of choice of laws, conflict of
laws and comity. Any action pursuant to a dispute under this Covenant must be brought in Collier
County and no other venue. All meetings to resolve said dispute, including voluntary arbitration,
mediation, or other alternative dispute resolution mechanism, will take place in this venue. The
Parties both waive any defense that venue in Collier County is not convenient.
Section 14. Costs, Including Attorney’s Fees: In the event litigation, arbitration, or
mediation, between the Parties, arises out of the terms of this Covenant, each Party shall
Page 1888 of 3681
Page 1889 of 3681
Page 7 of 7
Exhibit A
Legal Description
TRACT “E” CADENZA AT HACIENDA LAKES OF NAPLES, ACCORDING TO THE PLAT
THEREOF RECORDED IN PLAT BOOK 74, PAGES 16 THROUGH 20, IN THE PUBLIC
RECORDS OF COLLIER COUNTY, FLORIDA.
LESS AND EXCEPT
Page 1890 of 3681