Backup Documents 01/28/2025 Item #16D 3 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office
at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later
than Monday preceding the Board meeting.
**NEW** ROUTING SLIP
Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the
exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office.
Route to Addressee(s) (List in routing order) Office Initials Date
1. Lisa N. Carr Community and Human LNC 1/24/25
Services Division
2. Jeff Klatzkow County Attorney Office ,/4 r' m i l3b
�j
3. BCC Office Board of County
Commissioners 135 L1 (if I 3-'
4. Minutes and Records Clerk of Court's Office
1 34)5 /61-Cildltirl
PRIMARY CONTACT INFORMATION
Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees
above,may need to contact staff for additional or missing information.
Name of Primary Staff Lisa N.Carr Phone Number 252-2339
Contact/ Depatttnent
Agenda Date Item was January 28,2025 Agenda Item Number 16.D.3
Approved by the BCC
Type of Document SHIP MOU between Collier County and Number of Original 1
Attached MHP FL VII, Documents Attached
LLLP
PO number or account N/A
number if document is
to be recorded
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not
appropriate. (Initial) Applicable)
1. Does the document require the chairman's original signature?Stamp is fine N/A
2. Does the document need to be sent to another agency for additional signatures? If yes, N/A
provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet.
3. Original document has been signed/initialed for legal sufficiency. (All documents to be LNC
signed by the Chairman,with the exception of most letters,must be reviewed and signed
by the Office of the County Attorney.
4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A
Office and all other parties except the BCC Chairman and the Clerk to the Board
5. The Chairman's signature line date has been entered as the date of BCC approval of the LNC
document or the final negotiated contract date whichever is applicable.
6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's LNC
signature and initials are required.
7. In most cases(some contracts are an exception),the original document and this routing slip N/A
should be provided to the County Attorney Office at the time the item is input into SIRE.
Some documents are time sensitive and require forwarding to Tallahassee within a certain
time frame or the BCC's actions are nullified. Be aware of your deadlines!
8. The document was approved by the BCC on 1/28/2025 and all changes made during N/A is not
the meeting have been incorporated in the attached document. The County .c d4Ab an option for
Attorney's Office has reviewed the changes,if applicable. Y this line.
9. Initials of attorney verifying that the attached document is the version approved by the N/A is not
BCC,all changes directed by the BCC have been made,and the document is ready for the an option for
Chairman's signature. this line.
Note: Please contact Lisa Carr at lisa.carr(&,colliercountyfl.gov to pick up the original or email a copy.
I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12
Grant - SHIP I 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 31 st
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 L -N,day of
Jan uQr , 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
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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:
►�1 Affirmative Action/Equal Opportunity Policy
Conflicts of Interest Policy
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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 Submission Schedule
Documentation
Special Loan Condition Policies Policies as stated in this MOU Within sixty(60)days of MOU
(Section 1.2) execution
Insurance Insurance Certificate, pursuant Within thirty (30)days of MOU
to section 3.10 of this MOU. execution and annually within
thirty(30)days of renewal
Annual Progress Report Exhibit C - Annually,October 31 st
Financial Audit Annual Audited Financial Annually,within one hundred-
Statements eighty(180)days after
December 31 S'Fiscal Year End
Capital Expense Budget Detailed Operating Budget for Initial report due after lease-up
the next fiscal year and annually thereafter, prior
to start of SPONSOR's fiscal
year, until 2055
Operating Expense Report Actual vs. Budget,revenue and 30 days after the end of the
expense report,and all SPONSOR's fiscal year
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supporting documentation,as
requested
Capital Needs Assessment Plan approved by the COUNTY Initial Plan due after lease-up
and annually thereafter October
31" until the end of the
Affordability Period
Register of Tenant Income and Summary of Tenant Income and Within 30 days after the
Rent Income Limit. Rent and Rent disbursement of the Loan and
Limit, by unit(Rent Roll)) 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 Submission of supporting documents Submission of one
eligible impact fees must be provided, as evidenced by invoice within 30
receipts, invoices, check stubs, bank days of signing this
statements,and any other additional document
documentation as requested. (Exhibit B)
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.
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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
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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
MI IP FL VII,LLLP
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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 uc colliercountyfl.eov, 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.
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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.
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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.
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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.
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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
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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
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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.
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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
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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.
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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 parry'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.
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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=67-3 7
4.2 Fair Housing Act(42 U.S.C. 3601-20) Reasonable Accommodations Under the Fair Housing Act.
https:fiwww.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.htm I
Executive Order 11259- Leadership&Coordination of Fair Housing in Federal Programs
https://www.archives.gov/federal-register/codification/executive-order/12259.htm I
24 CFR Part 107 - Non- Discrimination and Equal Opportunity in Housing under E.O.
https://www.law.comell.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_10I 336_AmericansWithDisabilities.pdf
https://www.law.comell.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
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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 Ill. Florida Statutes, Collier County Ethics
Ordinance No. 2004-05, as amended, and County Administrative Procedure 531 1.
Florida Statutes-
https://www.lawserver.com/law/state/floridalstatutes/florida statutes chapter 112 j,art_iii
Collier County-
http://www.col liergov.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.
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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.htm I
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.
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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-VerifyEmployerAgentndhs.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
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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 he 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.
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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.
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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.
MIIP Fl.VII,LI.LP
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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 Manazement
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 Enemy 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.
S1HP PL VII.Ll_i_P
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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
MHP FL VII,LLLP
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IN WITNESS WHEREOF, the SPONSOR and COUNTY,have each respectively,by an
authorized person or agent,executed this MOU on the date(s) indicated below.
AS TO COUNTY:
BOARD OF COUNTY COMMISSIONERS OF ATTEST:
1i
COLLIER COUNTY,FLORIDA Crystal K. Kinzel, Cle lif H
By: �� By:
B R L. SAUNDERS, CHAIRPERSON ,, r tt, -ybdirman's
signature ority
Date:
1I Z O'2_02-S Date: 6c--1;���o�`�
•'?'
Approv; a• to orm aii'c?i<e ali't'y:
Jeff . .Vibes
Collier C my Attorney
Date: lAs13oar
AS TO SPONSOR:
MHP FL VII, LLLP, a Florida limited liability
limited partnership
By: MHP FL VII SLP,LLC, a Florida limited
liability company, its special limited partner
By:
W. Patrick McDowell,
Chief Executive Officer
Date: a.J 1.0/15
[Please provide evidence of signing authority]
MHP FL VII,LLLP
SHIP RENTAL DEVELOPMENT
SHRD22-005
EKOS Cadenza 27
CM)
ACKNOWLEDGEMENT
STATE OF FLORIDA)
COUNTY OF MIAMI-DADE)
The foregoing instrument was acknowledged before me by means of l�physical presence or El online notarization,
this 1,0 day of �o' Ney ,2025 by W. Patrick McDowell as Chief Executive Officer of MHP FL VII SLP,LLC,
a Florida limited liability company,a special limited partner of MHP FL VII,LLLP,a Florida limited liability limited
partnership.
(Seal) Sig ure f Notary Public
Print,Type/Stamp Name of Notary
Personally known: ✓ ' 'oi►s'v r. a ' JENNIFER DIAZ
_ i
OR Produced Identification: fir
Notary Public•State of Florida P
�
� Commission X HH 335981
Type of Identification Produced: ( %,".f r c� My Comm.Expires Nov 28,2026 4
Bonded through National Notary Assn.
MHP FL VII,LLLP
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q t )
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 I —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
MHP FI_VII.LL.LP
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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.
MHP FL VII,LLLP
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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 $ $ 1
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 XLV1 Chapter 837, Section 837-06).
Signature Date:
Title
Authorized SPONSOR's Representative Loan Reviewer(County)
County Division Director
MHP FL VII,LLLP
SHIP RENTAL DEVELOPMENT
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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:
Describe your progress and any impediments experienced during the reporting period.
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.
MHP FL VII,LLLP
SHIP RENTAL DEVELOPMENT
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EXHIBIT I)
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
n 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:
n ❑ 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.
n 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
MHP FL VII,LLLP
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