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CITY OF VIIA'11I, FLORIDA COI ,LN/IUNITY DEVELOPMENT BLOCK GRANT PUBLIC FACILITIESAND LMPROVE-INIENTS AGREElIENT This Agreement (hereinafter the "Agreement") is entered into this day, of 2009, between the City of Miami, a municipal corporation of the State of Florida (hereinafter referred to as the "CITY"), and =CO Child Care, Inc., a Florida not for profit corporation (hereinafter referred to as the "SUBRECIPIENT"). FUTINDII G SOURCE AINIOUNT: TERM OF THE AGREEMENT PROJECT NUMBER: Community Development Block Grant (CDBG) 5300.000.00 The term of this Agreement is fifteen (15) years commencing on the Closing date of the acquisition of the Proffer v or such longer period of time as may be prescribed by the CDBG Requirements. this Agreement, or the City of Miami Commission. PROPERTY ADDRESS: 242 NE 26`h Street Miami, FL 33137 NOW, THEREFORE, in consideration of the mutual covenants and obligations herein set forth, the parties understand and agree as follows: ARTICLE I EXHIBITS AND DEFINITIONS 1.1 EXHIBITS. Attached hereto and forming a part of this Agreement are the following Exhibits: Exhibit A Corporate Resolution Authorizing Execution of this Agreement Exhibit B Work Program Exhibit C Compensation and Budget Summary � 1 Dw:kc-COI Loan Agreement: 174490 Exhibit D Certification Regarding Lobbying Form Exhibit E Certification Reffarding Debarment; Suspension and other Responsibility Matters (Primary Covered Transactions Form) Exhibit F Crime Entity Affidavit Exhibit G Insurance Requirements Exhibit H Legal Description of Property Exhibit I Declaration of Restrictive Covenant Exhibit J Mortgage and Security Agreement 1.2 DEFINED TERMS. As used herein the following terms shall mean: Act or 24 CFR 570 Title I of the Housing and Community Development Act of 1974, as amended. Agreement Records: Any and all books, records, documents, information, data, papers, letters, materials, and computerized or electronic storage data and media, whether written, printed, computerized, electronic or electrical, however collected or preserved which is or was produced, developed, maintained, completed, received or compiled by or at the direction of the SUBRECIPIENT or any subcontractor in carrying out the duties and obligations required by the terms of this Agreement, including, but not limited to, financial books and records, ledgers, drawings, maps, pamphlets, designs, electronic tapes, computer drives and diskettes or surveys. CBDG Documents: This Agreement and all other documents that may now or hereafter evidence or secure the CBDG Funds, together with all other documents executed in connection therewith or presented by the SUBRECIPIENT to the CITY in connection therewith, and all amendments, extensions and renewals to any of the foregoing. 2 Dw: KIDCO Loan Agreement: 174490 CBDG Funds or Grant: 5300.000.00 CDBG Program: Community Development Block Grant Program. CDBG Requirements: The requirements contained in 24 CFR Part -570, Rule 9I of the Florida Administrative Code and as established by the City of Miami. Florida. Department: The City of Miami Department of Community Development. Effective Date: The date on which the City Clerk affixes an attestation to this Agreement. Federal Award: Any federal funds received by the SUBRECIPIENT from any source during the period of time in which the SUBRECIPIENT is performing the obligations set forth in this Agreement. Low- and -Moderate- Income A member of a low or moderate -income Family or Individual: family whose income is within specific income levels set forth by U.S. HUD. Project: Acquisition of facility to provide child care services for children of low to moderate families and individuals. Property: The real property located at 242 NE 26th Street, Miami, Florida, on which the Project is to be located, as legally described in Exhibit H. attached hereto and incorporated herein. Use: The Property shall be restricted for use primarily as a day care center for children of low to moderate income families and individuals for a period of fifteen (15) years commencing on the closing date of the acquisition of the Property or such longer period of time as may be prescribed by the CDBG Requirements, this Agreement, or the City of Miami Commission relating to 3 Dw: KIDCO Loan Agreement: 174490 the CBDG Funds allocated by the CITY for the Project. U.S. HT --D or HUD: The United States Department of Housing and Urban Development. ARTICLE H BASIC REQUIREMENTS The following documents must be approved by the CITY and must be on file with the Department prior to the CITY's execution of this Agreement: 2.1 The Work Program submitted by the SUBRECIPIENT to the CITY which shall become attached hereto as Exhibit B to this Agreement and shall include the following: 2.1.1 The description section shall detail the activities to be carried out by the SUBRECIPIENT. It should specifically describe the activities to be carried out as a result of the expenditure of CDBG Funds. Where appropriate it should list measurable objectives, define the who, what, where and when of the project, and in general detail how these activities will ensure that the intended beneficiaries will be served. 2.1.2 The schedule of activities and measurable objectives play an essential role in the grant management system. The schedule should provide projected milestones and deadlines for the accomplishment of tasks in carrying out the Work Program. These projected milestones and deadlines are a basis for measuring actual progress during the term of this Agreement. These items shall be in sufficient detail to provide a sound basis for the CITY to effectively monitor performance by the SUBRECIPIENT under this Agreement. 2.2 The Compensation and Budget Summary attached hereto as Exhibit C, which shall include completion of the SUBRECIPIENT's Itemized Budget, Cost Allocation and any subcontracts. 2.3 A list of the SUBRECIPIENT's present officers and members of the Board (names, addresses and telephone numbers). 2.4 A list of key staff persons (with their titles) who will carry out the Work Program. 4 Dw: KIDCO Loan Agreement: 174490 2.5 Completion of an Authorized Representative Statement. 2.6 Completion of a Statement of Accounting System. 2.7 A copy of the SUBRECIPIENT's corporate personnel policies and procedures. 2.8 Job description and resumes for all positions funded in «hole or in part under this Agreement. 2.9 Copy of the SUBRECIPIENT's last federal income tax return (IRS Form 990). 2.10 The following corporate documents: (i) Bylaws, resolutions and incumbency certificates for the SUBRECIPIENT, certified by the SUBRECIPIENT's Corporate Secretary, authorizing the consummation of the transactions contemplated hereby, all in a form satisfactory to the CITY. 2.11 ADA Certification. 2.12 Drug Free Certification. 2.13 All other documents reasonably required by the CITY. 2.14 This Agreement is governed by and subject to all applicable federal, state and local laws, statutes and ordinances, including, but not limited to, 24 CFR 570.503, 24 CFR 84.24, and 24 CFR 84.31-33. ARTICLE III TERIINIS AND PROCEDURES 3.1 CITY AUTHORIZATION: For the purpose of this Agreement, the Department will act on behalf of the CITY in the fiscal control, programmatic monitoring and modification of this Agreement, except as otherwise provided by in this Agreement. 3.2 EFFECTIVE DATE AND TERM: The Effective Date of this Agreement shall be date that the City Clerk attests the signature of the City Manager. The term of this Agreement shall be for a period of fifteen (15) years commencing on the closing date of 5 Dw: KIDCO Loan Agreement: 174490 the acquisition of the Property or such longer period of time as may be prescribed by the CDBG Requirements. the CDBG Agreement, or as set forth by the City of Miami Commission. 3.3 OBLIGATIONS OF SUBRECIPIENT: The SUBRECIPIENT shall carry out the services and activities as prescribed in its Work Program, which is attached and incorporated herein and made a part of this Agreement, in a manner that is lawful; and satisfactory to the CITY, and in accordance with the written policies, procedures, and requirements as prescribed in this Agreement, and as set forth by HUD and the CITY. 3.4 MANUALS: 3.4.1 POLICIES AND PROCEDURES MANUAL. The SUBRECIPIENT is aware of and accepts the "Policies and Procedures Manual for Community Development Block Grant Sub -recipients" ("Policies and Procedures Manual") as the official document which outlines the fiscal, administrative and federal guidelines which shall regulate the day-to-day operations of the SUBRECIPIENT. The Policies and Procedures Manual is incorporated herein and made a part of this Agreement. The City of Miami reserves the right to update this Policies and Procedures Manual via Program Directives. These Program Directives and updated versions of this Policies and Procedures Manual shall be incorporated and made a part of this Agreement. 3.5 LEVEL OF SERVICE: Should start-up time for the Work Program be required or in the event of the occurrence of any delays in the activities thereunder, the SUBRECIPIENT shall immediately notify the Department in writing, giving all pertinent details and indicating when the Work Program shall begin and/or continue. It is understood and agreed that the SUBRECIPIENT shall maintain the level of activities and expenditures in existence prior to the execution of this Agreement. Any activities funded through or as a result of this Agreement shall not result in the displacement of employed workers, impair existing agreements for services or activities, or result in the substitution 6 Dw: KIDCO Loan Agreement: 174490 of funds allocated under this Agreement for other funds in connection with work which would have been perforned in the absence of this Agreement. ARTICLE IN' CDBG FUNDING AND DISBL'RSE�TENT REQUIREXTENTS 4.1 COMPENSATION: The amount of compensation payable by the CITY to the SUBRECIPIENT shall be based on the rates, schedules and conditions described in Exhibit "C" attached hereto, which by this reference is incorporated into this Agreement. 4.2 USE OF FTJ DS: The CDBG Funds are hereby allocated to assist with paying up to 100% of the appraised value of the Property, for a facility to be used for a child care center for children of low to moderate income families and individuals. The CDBG Funds may also be used to pay other expenses necessary to purchase the Property (including a survey, closing costs, etc.). 4.3. REPAYMENT OF CDBG FUNDS: The CDBG Funds shall bear interest at the rate of zero (0) percent. In the event of default, the SUBRECIPIENT shall repay the CDBG Funds in full to the CITY. In the event that the Property is sold or ownership is transferred to a third parry, without prior approval from the CITY, or if the use of the Property changes during the Term of this Agreement, the SUBRECIPIENT shall (a) reimburse the CITY the total CDBG Funds allocated to it under this Agreement and (b) pay to the CITY an amount equal to the current market value of the Property, less any portion of the value attributable to expenditures of non-CDBG Funds for the acquisition of or improvement to the Property. 7 Dw: KIDCO Loan Agreement: 174490 In the event the Property is sold after the expiration of the Term of this Agreement, the SUBRECIPIENT does not have any obligation to reimburse any funds or to make any payment to the CITY relating to the market value of the Property. 4.4 DISBURSEMENT OF CDBG FUNDS: The CITY may, at its option, disburse the CDBG Funds to an escrow agent, acceptable to the CITY. The CITY shall not be obligated to disburse the CDBG Funds unless and until the City has received the following: 4.4.1 Title Insurance. A title insurance policy insuring the Property issued by a title insurance company acceptable to the CITY indentifying the CITY's insurable interest in the Property, together with copies of all instruments which appear as exceptions therein. The title policy is to be issued without exceptions, except for those exceptions permitted by the City, and shall include such affirmative coverage as the CITY shall require. 4.4.2 Survey. An original current survey of the Property made by a registered surveyor satisfactory to the CITY and the title company and containing such certifications as the CITY and the title company may require. 4.4.3 Zoning. Evidence that the Property and the proposed improvements comply with all applicable zoning ordinances. 4.4.4 Corporate Documents. (a) The certificate of incorporation or partnership agreement, or their equivalent, as appropriate, and a good standing certificate of the lt SUBRECIPIENT and any other owner of the Property (the "Property Owner"), if applicable, certified by the appropriate government authority. (b) Bylaws, resolutions, and incumbency certificates, or, in the case of a partnership, their equivalent, for the SUBRECIPIENT and the Property Owner, if applicable, certified by the Corporate Secretary or other authorized signer, authorizing the consummation of the transactions contemplated hereby, all satisfactory to the CITY. 4.4.5 Appraisal. A current appraisal of the Property made by a member of the American Institute of Real Estate Appraisers. 4.4.6 Proof satisfactory to the CITY that the SUBRECIPIENT has obtained the additional funding necessary to underwrite the Project. 8 Dw: KIDCO Loan Agreement: 174490 4.4.7 The Mortgage and Security Agreement; Exhibit J, and the Declaration of Restrictive Covenants, Exhibit I. executed by the SUBRECIPIENT in favor of the CITY. 4.� INSURANCE: At all tiTries during the termhereof; the SUBRECIPIENT shall maintain insurance acceptable to the CITY. Prior to commencingany activity under this Agreement, the SUBRECIPIENT shall furnish to the CITY original certificates of insurance indicating that the SUBRECIPIENT is in compliance with the provisions described in Exhibit G attached here to, which by this reference is incorporated into this Agreement. 4.6 FINANCIAL ACCOUNTABILITY: The CITY reserves the right to audit the records of the SUBRECIPIENT at any time during the performance of this Agreement and for a period of five (5) years after its expiration/termination. The SUBRECIPIENT agrees to provide all financial and other applicable records and documentation of services to the CITY. Any payment made shall be subject to reduction for amounts included in the related invoice which are found by the CITY, on the basis of such audit and at its sole discretion, not to constitute reasonable and necessary expenditures. Any payments made to the SUBRECIPIENT are subject to reduction for overpayments on previously submitted invoices. 4.7 RECAPTURE OF FUNDS: The CITY reserves the right to recapture funds in the event that the SUBRECIPIENT shall fail: (i) to comply with the terms of this Agreement, or (ii) to accept conditions imposed by the CITY at the direction of the federal, state and local agencies, or (iii) fails to close on the purchase of the Property within 12 months of the Effective Date of this Agreement. 9 Dw: KIDCO Loan Agreement: 174490 4.8 CONTINGENCY CLAUSE: Funding pursuant to this Agreement is contingent on the availability of funds and continued authorization for CDBG Program activities. and is also subject to amendment or termination due to lack of funds or authorization, reduction of funds. and/or changes in regulations. 4.9 REAL PROPERTY: 4.9.1 Disposition. The SUBRECIPIENT shall obtain the prior written approval of the CITY for the disposition of real property purchased in whole or in part with funds given to the SUBRECIPIENT or its subcontractors pursuant to the terms of this Agreement, and shall dispose of all such property in accordance with instructions from the CITY. Those instructions may require return of the all such property to the CITY. 4.9.2 Title Search/Title Documents. The SUBRECIPIENT shall perform a title search of and obtain title insurance for the Property. ARTICLE V AUDIT 5.1 As a necessary part of this Agreement, the SUBRECIPIENT shall adhere to the following audit requirements: 5.1.1 If the SUBRECIPIENT expends 5500,000 or more in the fiscal year it shall have a single audit or program specific audit conducted for that year. The audit shall be conducted in accordance with Generally Accepted Government Auditing Standards (GAGAS) and OMB Circular A-133. The audit shall determine whether the financial statements are presented fairly in all material respects in conformity with generally accepted accounting principles. In addition to the above requirements, the auditor shall perforin procedures to obtain an understanding of internal controls and perform sufficient testing to ensure compliance with the procedures. Further the auditor shall determine whether the SUBRECIPIENT has complied with laws, regulations and the provisions of this Agreement. A reporting package shall be submitted within the earlier of thirty (30) days after receipt of the auditor's report(s) or nine (9) months after the end of the audit period. The reporting package will include the certified financial statements and schedule of expenditures of Federal Awards; a 10 DW: KIDCO Loan Agreement: 174490 summary schedule of prior audit findings; the auditor's report and the corrective action plan. The auditor's report shall include: a) an opinion (or disclaimer of opinion) as to whether the financial statements are presented fairly in all material respects in conformity with generally accepted principles and an opinion (or disclaimer of opinion) as to whether the schedule of expenditures of Federal Awards is presented fairly in all material respects in relation to the financial statements taken as a whole. b) a report on internal controls related to the financial statements and major programs. This report shall describe the scope of testing of internal controls and the results of the test, and, where applicable, refer to the separate schedule of findings and questioned costs. c) a report on compliance with laws, regulations, and the provisions of contracts and/or this Agreement, noncompliance with which could have a material effect on the financial statements. This report shall also include an opinion (or disclaimer of opinion) as to whether the SUBRECIPIENT complied with the laws, regulations, and the provisions of contracts and this Agreement which could have a direct and material effect on the program and, where applicable, refer to the separate schedule of findings and questioned costs. d) a schedule of findings and questioned cost which shall include the requirements of OMB Circular A-133. 5.1.2 If the SUBRECIPIENT expends less than $500,000 in the fiscal year it is exempted from Federal audit requirements for that year and consequently the audit cost is not a reimbursable expense. The CITY, however, may request the SUBRECIPIENT to have a limited scope audit for monitoring purposes. These limited scope audits will be paid for and arranged by the CITY and address only one or more of the following types of compliance requirements: activities allowed or disallowed; allowable costs/cost principles; eligibility; matching, level of effort, earmarking; and, reporting. All reports presented to the CITY shall, where applicable, include sufficient information to provide a proper perspective for judging the prevalence and consequences of the findings, such as whether an audit finding represents an isolated instance or a systemic problem. Where appropriate, instances identified shall be related to the universe and the number of cases examined and quantified in terms of dollar value. 11 Dw: KIDCO Loan Agreement: 174490 ARTICLE VI RECORDS AND REPORTS 6.1 The SUBRECIPIENT shall establish and maintain sufficient records to enable the CITY to determine whether the SUBRECIPIENT has met the requirements of the CDBG Program. At a minimum, the following records shall be maintained by the SUBRECIPIENT: 6.1.1 Records providing a full description of each activity assisted (or being assisted) with CDBG Funds; including its location (if the activity has a geographical locus), the amount of CDBG Funds budgeted, obligated and expended for the activity, and the specific provision in 24 CFR Subpart C of the CDBG Program regulations under which the activity is eligible. 6.12 Records demonstrating that each activity undertaken meets one of the criteria set forth in 24 CFR 570.208 of the CDBG Program regulations. Where information on income by family size is required, the SUBRECIPIENT may substitute evidence establishing that the person assisted qualified under another program having income qualification criteria at least as restrictive as that used in the definitions of "low- and moderate -income person" and "low- and moderate -income household" as set forth in 24 CFR 570.3; or. the SUBRECIPIENT may substitute a copy of a verifiable certification from the assisted person that his or her family income does not exceed the applicable income limit established in accordance with 24 CFR 570.3; or, the SUBRECIPIENT may substitute a notice that the assisted person is a referral from any governmental agency that determines persons to be "low- and moderate -income persons" based upon HUD's criteria and agrees to maintain documentation supporting those determinations. Such records shall include the following information: (i) For each activity determined to benefit low- and moderate -income persons; the income limits applied and the point in time when the benefit was determined. (ii) For each activity determined to benefit low- and moderate -income persons based on the area served by the activity, only activities located in census blocks with a percentage of low and moderate CD income persons in excess of 51 percent will be undertaken by the SUBRECIPIENT and report it to the CITY; 12 Dw: KIDCO Loan Agreement: 174490 (iii) For each activity determined to benefit low- and moderate -income persons because the activity involves a facility or service designed for use by a limited clientele consisting exclusively or predominantly of low- and moderate -income persons: (a) Documentation establishing that the facility or service is designed for and used by senior citizens; disabled persons, battered spouses, abused children, the homeless, illiterate persons, or migrant farm workers, for which the regulations provide presumptive benefit to low- and moderate -income persons; or (b) Documentation describing how the nature and, if applicable, the location of the facility or service establishes that it is used predominantly by low- and moderate -income persons; or (c) Data showing the size and annual income of the family of each person receiving the benefit. 6.1.3 Equal Opportunity Records containing: (i) Data on the extent to which each racial and ethnic group and single -headed households (by gender of household head) have applied for, participated in, or benefited from, any program or activity funded in whole or in part with CDBG Funds. Such information shall be used only as a basis for further investigation relating to compliance with any requirement to attain or maintain any particular statistical measure by race, ethnicity, or gender in covered programs. (ii) Documentation of actions undertaken to meet the requirements of 24 CFR 570.607(b) which implements Section 3 of the Housing and Urban Development Act of 1968, .as amended (12 U.S.C. 1701U) relative to the hiring and training of low- and moderate - income persons and the use of local businesses. 6.1.4 Financial records, in accordance with the applicable requirements listed in 24 CFR 570.502. Records required to be maintained in accordance with other applicable laws and regulations set forth in Subpart K of 24 CFR. 13 Dw: KIDCO Loan Agreement: 174490 6.2 RETENTION AND ACCESSIBILITY OF RECORDS: 6.2.1 The Department shall have the authority to review the SUBRECIPIENT's records, including Project and programmatic records and books of account, for a period of five (5) years from the expiration/termination of this Agreement (the "Retention Period"). All books of account and supporting documentation shall be kept by the SUBRECIPIENT at least until the expiration of the Retention Period. The SUBRECIPIENT shall maintain records sufficient to meet the requirements of 24 CFR 570. All records and reports required herein shall be retained and made accessible as provided thereunder. The SUBRECIPIENT further agrees to abide by Chapter 119, Florida Statutes, as the same may be amended from time to time, pertaining to public records. The SUBRECIPIENT shall ensure that the Agreement Records shall be at all times subject to and available for full access and review, inspection and audit by the CITY, federal personnel and any other personnel duly authorized by the CITY. 6.2.2 The SUBRECIPIENT shall include in all the Department approved subcontracts used to engage subcontractors to carry out any eligible substantive project or programmatic activities, as such activities are described in this Agreement and defined by the Department, each of the record-keeping and audit requirements detailed in this Agreement. The Department shall, in its sole discretion, determine when services are eligible substantive project and/or programmatic activities and subject to the audit and record-keeping requirements described in this Agreement 6.2.3 If the CITY or the SUBRECIPIENT has received or given notice of any kind indicating any threatened or pending litigation, claim or audit arising out of the activities pursuant to the project, the activities and/or the Work Program or under the terms of this Agreement, the Retention Period shall be extended until such time as the threatened or pending litigation, claim or audit is, in the sole and absolute discretion of the Department fully, completely and finally resolved. 6.2.4 The SUBRECIPIENT shall notify the Department in writing both during the pendency of this Agreement and after its expiration/termination as part of the final closeout procedure of the address where all Agreement Records will be retained. 6.2.5 The SUBRECIPIENT shall obtain the prior written consent of the Department to the disposal of any Agreement Records within one (1) year after the expiration of the Retention Period. 14 Dw: KIDCO Loan Agreement: 174490 to the SUBRECIPIENT's activities. The CITY will carry out monitoring and evaluation activities, including visits and observations by CITY staff; the SU-BRECIPIENT shall ensure the cooperation of its employees and its Board members in such efforts. Any inconsistent, incomplete, or inadequate information either received by the CITY or obtained through monitoring and evaluation by the CITY, shall constitute cause for the CITY to terminate this Agreement. 6.5 RELATED PARTIES: The SUBRECIPIENT shall report to the Department the name, purpose for and any and all other relevant information in connection with any related -party transaction. The term "related -party transaction" includes, but is not limited to, a for-profit or nonprofit subsidiary or affiliate organization, an organization with an overlapping Board of Directors and an organization for which the SUBRECIPIENT is responsible for appointing memberships. The SUBRECIPIENT shall report this information to the Department upon forming the relationship, or if already formed, shall report such relationship prior to or simultaneously with the execution of this Agreement. Any supplemental information shall be promptly reported to the Department. ARTICLE VII OTHER CDBG PROGRAM REQUIREMENTS 7.1 The SUBRECIPIENT shall maintain current documentation that its activities are CDBG eligible in accordance with 24 CFR Part 570.201. 7.2 The SUBRECIPIENT shall ensure and maintain documentation that conclusively demonstrates that each activity assisted in whole or in part with CDBG Funds is an activity which provides benefit to low and moderate -income persons. 16 Dw: KIDCO Loan Agreement: 174490 7.3 The SUBRECIPIENT shall comply with all applicable provisions of 24 CFR Part 570 and shall carry out each activity in compliance with all applicable federal laws and regulations described therein. 7.4 The SUBRECIPIENT shall cooperate with the Department in informing the appropriate citizen participation structures, including the appropriate area co=ittees, of the activities of the SUBRECIPIENT in adhering to the provisions of this Agreement. Representatives of the SUBRECIPIENT shall attend meetings of the appropriate committees and citizen participation structures upon the request of the citizen participation officers or the Department. 7.5 The SUBRECIPIENT shall, to the greatest possible, give low -and -moderate - income residents of the service areas opportunities for training and employment. 7.6 The SUBRECIPIENT shall carry out its Work Program in compliance with all Federal laws and regulations, described in Subpart K of the CDBG Program regulation (24 CFR 570.600-612), which by this reference, is incorporated into and made a part of this Agreement. 7.7 The SUBRECIPIENT shall not assume the CITY'S environmental responsibilities described in 24 CFR 570.604, of the CDBG Program regulations, and the CITY's responsibility for initiating the review process under Executive Order 12372. 7.8 NON-DISCRIMINATION: The SUBRECIPIENT shall not discriminate on the basis of race, color, national origin, sex, religion, age, marital or family status or handicap in connection with the activities and/or the Work Program or its performance under this Agreement. 17 Dw: KIDCO Loan Agreement: 174490 Furthermore, the SUBRECIPIENT agrees that no otherwise qualified individual shall, solely by reason of his/her race, sex, color, creed, national origin, age, marital status or handicap; be excluded from the participationin, be denied benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance. 7.9 The SUBRECIPIENT and its subcontractors shall comply with the Davis -Bacon Act, the Lead -Based paint Poisoning Prevention Act, and any other applicable laws, ordinances and regulations. 7.10 The SUBRECIPIENT shall abide by the Federal Labor Standards provisions of U.S. HUD Form 4010 incorporated herein as part of this Agreement. 7.11 UNIFORM ADMINISTRATIVE REQUIREMENTS: The SUBRECIPIENT shall comply with the requirements and standards of OMB Circular No. A-122, "Cost Principles for Non -Profit Organizations" and with the applicable requirements of 24 CFR Part 84 (the revised OMB Circular No. A-110). 7.12 RELIGIOUS ORGANIZATIONS/CONSTITUTIONAL PROHIBITION: If the SUBRECIPIENT is or was created by a religious organization, the SUBRECIPIENT agrees that all CDBG Funds disbursed under this Agreement shall be subject to the conditions, restrictions, and limitations of 24 CFR Part 570.2000). In accordance with the First Amendment of the United States Constitution, particularly regarding the relationship between church and State, as a general rule, CDBG assistance may not be used for religious activities or provided to primarily religious entities for any activities, including secular activities, as provided in 24 CFR Part 18 Dw: KIDCO Loan Agreement: 174490 70.200(j). The SUBRECIPIENT shall comply 'vti-ith those requirements and prohibitions when entering into subcontracts. 7.13 REVERSION OF ASSETS: Upon expiration./termination of this Agreement, the SUBRECIPIENT must transfer to the CITY any CDBG Funds on hand at the time of expiration/termination and any accounts receivable attributable to the use of CDBG Funds. 7.14 ENFORCEMENT OF THIS AGREEMENT: Any violation of this Agreement that remains uncured thirty (30) days after the SUBRECIPIENT's receipt of notice from the CITY (by certified or registered mail) of such violation may, at the option of the CITY, be addressed by an action for damages or equitable relief, or any other remedy provided at law or in equity. In addition to the remedies of the CITY set forth herein, if the SUBRECIPIENT materially fails to comply with the terms of this Agreement, the CITY may suspend or terminate this Agreement in accordance with 24 CFR Part 85.43, as set forth more fully below in Article IX of this Agreement. ARTICLE VIII PROGRAM ENTCOME 8.1 Program income means gross income received by the SUBRECIPIENT which has been directly generated from the use of the CDBG Funds. When such income is generated by an activity that is only partially assisted with the CDBG Funds, the income shall be prorated to reflect the percentage of CDBG Funds used. Program income generated by CDBG funded activities shall be used only to undertake those activities specifically approved by the CITY on and for the Work Program. All provisions of this Agreement shall apply to such activities. Any program income on hand when this 19 Dw: KIDCO Loan Agreement: 174490 Agreement expires/terminates or received after such expirationitern nation shall be paid to the CITY, as required by 24 CFR 570.503(b)(8) of the CDBG Program regulations. The SUBRECIPIENT shall submit to the CITY monthly a Program Income Report and a Work Program Status Report. The Program Income Report shall identify CDBG activities in which income was derived and how income has been utilized. 8.2 REPAYMENTS: Any interest or other return on the investment of the CDBG Funds shall be remitted to the CITY on a monthly basis. Any CDBG Funds funded to the SUBRECIPIENT that do not meet the eligibility requirements, as applicable, must be repaid to the CITY. ARTICLE IX REMEDIES. SUSPENSION, TER UNATION 9.1 REMEDIES FOR NONCOMPLIANCE: The CITY retains the right to terminate this Agreement at any time prior to the completion of the services required pursuant to this Agreement without penalty to the CITY. In that event, notice of termination of this Agreement shall be in writing to the SUBRECIPIENT, who shall be paid for those services performed prior to the date of its receipt to the notice of termination. In no case, however, shall the CITY pay the SUBRECIPIENT an amount in excess of the total sum provided by this Agreement. It is hereby understood by and between the CITY and the SUBRECIPIENT that any payment made in accordance with this Agreement to the SUBRECIPIENT shall be made only if the SUBRECIPIENT is not in default under the terms of this Agreement. If the SUBRECIPIENT is in default, the CITY shall not be obligated and shall not pay to the SUBRECIPIENT any sum whatsoever. 20 Dw: KIDCO Loan Agreement: 174490 If the SUBRECIPIENT materially fails to comply with any term of this Agreement, the CITY may take one or more of the following courses of action: 9.1.1 Temporarily withhold cash payments pending correction of the deficiency by the SUBRECIPIENT, or such more severe enforcement action as the CITY determines is necessary or appropriate. 9.1.2 Disallow (that is, deny both the use of funds and matching credit) for all or part of the cost of the activity or action not in compliance. 9.1.3 Wholly or partly suspend or terminate the current CDBG Funds awarded to the SUBRECIPIENT. 9.1.4 Withhold further CDBG grants and/or loans for the SUBRECIPIENT. 9.1.5 Take all such other remedies that may be legally available. Notwithstandina any other provision of this Agreement, if the SUBRECIPIENT materially fails to comply with any term of this Agreement, the SUBRECIPIENT, at the sole discretion of the CITY, shall pay to the CITY an amount equal to the current market value of any real property, under the SUBRECIPIENT'S control, acquired or improved in whole or in part with CDBG Funds (including CDBG Funds provided to the SUBRECIPIENT in the form of a loan and/or grant), less any portion of the value attributable to expenditures of non-CDBG funds for the acquisition of, or improvement to, the property. The payment is program income to the CITY. 9.2 SUSPENSION: 9.2.1 The Department may, for reasonable cause, temporarily suspend the SUBRECIPIENT's operations and authority to obligate funds under this Agreement or withhold payments to the SUBRECIPIENT pending necessary corrective action by the SUBRECIPIENT, or both. Reasonable cause shall be determined by the Department in its sole and absolute discretion, and may include: (i) Ineffective or improper use of the CDBG Funds by the SUBRECIPIENT; 21 Dw: KIDCO Loan Agreement: 174490 (ii) Failure by the SUBRECIPIENT to materially comply with any term or provision of this Agreement: (iii) Failure by the SUBRECIPIENT to submit any documents required by this Agreement; or (iv) The SUBRECIPIENT's submittal of incorrect or incomplete documents. 9.2.2 The Department may at any time suspend the SUBRECIPIENT's authority to obligate funds, withhold payments, or both. 9.2.3 The actions described in paragraphs 9.2.1 and 9.2.2 above may be applied to all or any part of the activities funded by this Agreement. 9.2.4 The Department will notify the SUBRECIPIENT in writing of any action taken pursuant to this Article, by certified mail, return receipt requested, or by in person delivery with proof of delivery. The notification will include the reason(s) for such action, any conditions relating to the action taken, and the necessary corrective action(s). 9.3 TERMINATION: 9.3.1 Termination Because of Lack of Funds. In the event the CITY does not receive funds to finance this Agreement from its funding source, or in the event that the CITY's funding source de - obligates the funds allocated to fund this Agreement, the Department may terminate this Agreement upon not less than twenty-four (24) hours prior notice in writing to the SUBRECIPIENT. Said notice shall be delivered by certified mail, return receipt requested, or by in person delivery with proof of delivery. In the event that the CITY's funding source reduces the CITY's entitlement under the CDBG Program, the CITY shall determine, in its sole and absolute discretion, the availability of funds for the SUBRECIPIENT pursuant to this Agreement. 9.3.2 Termination for Breach. The Department may terminate this Agreement, in whole or in part, in the event the Department determines, in its sole and absolute discretion that the SUBRECIPIENT is not materially complying with any term or provision of this Agreement. The Department may terminate this Agreement, in whole or in part, in the event that the Department determines, in its sole and absolute discretion, that there exists an event of default under and pursuant to the terms of any 22 Dw: KIDCO Loan Agreement: 174490 other agreement or obligation of any kind or nature whatsoever of the SUBRECIPIENT to the CITY, direct or contingent, whether now or hereafter due, existing, created or arising. 9. 3. Unless the SUBRECIPIENT's breach is waived by the Department in writing, the Department may, by written notice to the SUBRECIPIENT, terminate this Agreement upon not less than twenty-four (24) hours prior written notice. Said notice shall be delivered by certified mail, return receipt requested, or by in person delivery with proof of delivery. Waiver of breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. The provisions hereof are not intended to be, and shall not be, construed to limit the Department's right to legal or equitable remedies. ARTICLE X DEFAULT 10.1. The happening of any one or more of the following events shall constitute an Event of Default: (a) Failure of the Project to be used primarily as a child care center, for low to moderate income families and individuals for a period of fifteen (15) years commencing on the closing date of the acquisition of the Property or such longer period of time as may be prescribed by the CDBG Requirements, the CDBG Agreement, or the CITY relating to the CDBG Funds allocated by the CITY for the Project. (b) Failure of the Project to open as a child care center, for children of low to moderate income families and individuals within twelve (12) months of the acquisition date of the Property. (c) Violation, untruth or substantial inaccuracy or incompleteness of any term, condition or representation contained in this Agreement, the Covenant or any of the CDBG Documents, or the existence of a material misrepresentation of fact or fraud contained in any documents submitted in support of this Agreement. (d) The sale, assignment, pledge, transfer, hypothecation or other disposition of any proprietary or beneficial interest in the SUBRECIPIENT, the Project of the Property, or any change in operating control of the SUBRECIPIENT without the CITY's prior written approval. (e) In the event that the CITY determines„ in its sole and absolute discretion, that the Project is not being erected in a good and workmanlike manner in 23 Dw: KIDCO Loan Agreement: 174490 accordance with the Scope of Work, or that the Project is failing, to comply promptly with any requirement or notice of violation or law issued by or filed by the CITY or any department of any governmental authority having jurisdiction over the SUBRECIPIENT or the Property. (f) Failure by the SUBRECIPIENT to comply with any tern or provision of this Agreement or any of the other Loan Documents. (g) Any change in zoning requirements or zoning classification of the Property, which in the CITY's sole discretion would materially interfere with the completion of construction of the Project or the ultimate operation of the Project as contemplated herein. (h) In the event that the CITY determines, in its sole and absolute discretion, that there exists an event of default under and pursuant to the terms of any other agreement or obligation of any kind or nature whatsoever of the SUBRECIPIENT to the CITY, direct or contingent, whether now or hereafter due; existing, created or arising. ARTICLE XI MISCELLA\TEOUS PROVISIONS 11.1 INDEMNIFICATION: The SUBRECIPIENT shall pay and save the CITY harmless from and against any and all claims, liabilities, losses, and causes of action which may arise out of the SUBRECIPIENT's activities related to the Work Program or otherwise under this Agreement; including all acts or omissions to act on the part of the SUBRECIPIENT and/or any persons acting for or on its behalf, and from and against any ZD relevant orders, judgments, or decrees which may be entered against the CITY, and from and against all costs, attorney's fees, expenses, and liabilities incurred by the CITY in the defense or investigation of any such claims or other matters. 11.2 AMENDMENTS: No amendments to this Agreement shall be binding unless in writing and signed by both parties hereto. Budget modifications shall be approved by the Department in writing. 24 Dw: KIDCO Loan Agreement: 174490 11.3 MV ERSHIP OF DOCUMENTS: All documents developed by the SUBRECIPIENT under this Agreement shall be delivered to the CITY upon completion of the activities required pursuant to this Agreement and shall become the property of the CITY, without restriction or limitation on their use if requested by the CITY. The SUBRECIPIENT agrees that all documents maintained and generated pursuant to this Agreement shall be subject to all provisions of the Public Records Law, Chapter 119, Florida Statutes. It is further understood by and between the parties that any document which is given by the CITY to the SUBRECIPIENT pursuant to this Agreement shall at all times remain the property of the CITY and shall not be used by the SIJBRECIPIENT for any other purpose whatsoever without the prior written consent of the CITY. 11.4 AWARD OF AGREEMENT: The SUBRECIPIENT warrants that it has not employed or retained any person employed by the CITY to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person employed by the CITY anv fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of this Agreement. 11.5 NON-DELEGABILITY: The obligations undertaken by the SUBRECIPIENT pursuant to this Agreement shall not be delegated or assigned to any other person or firm, in whole or in part; without the CITY's prior written consent which may be granted or withheld in the CITY's sole discretion. 11.6 CONSTRUCTION OF AGREEMENT: This Agreement shall be construed and enforced according to the laws of the State of Florida. 25 Dw: KIDCO Loan Agreement: 174490 11.7 CONFLICT OF INTEREST: 11.7.1 The SUBRECIPIENT covenants that no person under its employ who presently exercises any functions or responsibilities in connection with CDBG Program funded activities has any personal financial interest, direct or indirect, in this Agreement. The SUBRECIPIENT further covenants that in the performance of this Agreement no person having such a conflicting interest shall be employed. Any such interest on the part of the SUBRECIPIENT or its employees must be disclosed in writing to the CITY. 11.7.2 The SUBRECIPIENT is aware of the conflict of interest laws of the City of Miami (City of Miami Code Chapter 2, Article V), Miami -Dade County, Florida (Dade County Code Section 2-11-1) and the State of Florida (Chapter 112, Florida Statutes), and agrees that it shall comply in all respects with the terms of the same. 11.7.3 The SUBRECIPIENT shall comply with the standards contained within 24 CFR Part 84 (the revised OMB Circular No. A-110), 11.7.4 In all other cases, the SUBRECIPIENT shall comply with the standards contained within 24 CFR 570.611. 11.8 NO OBLIGATION TO RENEW: Upon expiration of the term of this Agreement, the SUBRECIPIENT agrees and understands that the CITY has no obligation to renew this Agreement. 11.9 ENTIRE AGREEMENT: This instrument and its attachments constitute the only Agreement of the parties hereto relating to the CDBG Funds and sets forth the rights, duties, and obligations of each of the parties hereto to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. 11.10 GENERAL CONDITIONS: All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by in person delivery- or by registered mail addressed to the other parry at the address indicated herein or as the same may be changed from time to time, upon notice in writing. Such 26 Dw: KIDCO Loan Agreement: 174490 notice shall be deemed given on the day on which personally served, or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. CITY OF MIAMI George Mensah, Director Department of Community Development 444 Southwest 2nd Avenue, 2nd Floor Miami, Florida 33130 SUBRECIPIENT KIDCO Child Care, Inc. 3630 NE 15t Court Miami, FL 33137 11. 11.2 Title and paragraph headings are for convenient reference and are not a part of this Agreement. 11.11.3 In the event of conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms in this Agreement shall control. 11.11.4 No waiver of breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. 11.11.5 Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to conform with such laws, then same shall be deemed severed, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect. 11.11 INDEPENDENT CONTRACTOR: The SUBRECIPIENT and its employees and agents shall be deemed to be independent contractors and not agents or employees of the CITY, and shall not attain any rights or benefits under the Civil Service or Pension Ordinances of the CITY or any rights generally afforded classified or unclassified 27 Dw: KIDCO Loan Agreement:174490 employees; further, they shall not be deemed entitled to the Florida Worker's Compensation benefits as employees of the CITY. 11.12 SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, and their respective heirs, executors; legal representatives; successors; and assigns. 11.13 SUBRECIPIENT CERTIFICATION: The SUBRECIPIENT certifies that it possesses the legal authority to enter into this Agreement pursuant to authority that has been duly adopted or passed as an official act of the SUBRECIPIENT's governing body, authorizing the execution of the Agreement, including all understandings and assurances contained herein, and directing and authorizing the person identified as the official representative of the SUBRECIPIENT to act in connection with this Agreement and to provide such information as may be required. {Signatures on the Following Page} 28 Dw: KIDCO Loan Agreement: 174490 IN WIT\ESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized on the date above written. SUBRECIPIENT KIDCO Child Care, Inc. 3630 NE 15t Court Miami, FL 33137 a State of Florida not-for-profit corporation ATTEST: By: Name: Title: ATTEST: By: Priscilla A. Thompson City Clerk APPROVED AS TO INSURANCE REQUIREMENTS: BY: LeeAnn Brehm Risk Management Dw: KIDCO Loan Ageement:174490 In Date Name: Date Title: CORPORATE SEAL CITY OF MIAMI, a municipal Corporation of the State of Florida By: Date Pedro G. Hernandez, P.E. Date City Manager Date APPROVED AS TO FORM AND CORRECTNESS: By: Julie O. Bru City Attorney Date 29 -�BIi zlL Exhibit C Intentionally left blank This Instrument Prepared By and Return To: City of Miami Ciry Attorney's Office 444 S.W.2ND Avenue Miami, Florida 33130-1910 Exhibit I DECLARATION OF RESTRICTIVE COVEN -ANTS This Declaration of Restrictive Covenants (the "Covenant") made this day of , 2009 by KIDCO Child Care, Inc., a Florida not- for -profit corporation (hereinafter referred to as "KIDCO"), is in favor of the City of Miami, a municipal corporation of the State of Florida (hereinafter referred to as the "City"). RECITALS WHEREAS, KIDCO holds title to certain property located in the City of Miami, Florida, as legally described on Exhibit "A" (the "Property"); and WHEREAS, KIDCO has been allocated funding for Public Facilities and Improvements activities for acquisition of Property located at 242 NE 26 St., Miami, FL 33137 (the "Project"); and WHEREAS, the City and KIDCO have heretofore entered into an agreement ("Agreement") which sets forth the terms and conditions pursuant to R-09- wherein the City provided KIDCO the sum of Three Hundred Thousand dollars ($300,000.00) in Community Development Block Grant funds ("CDBG Funds") to carry out Public Facilities and Improvements activities as authorized by the City Commission through Resolution on ; and WHEREAS, KIDCO desires to make a binding commitment to assure that the Property shall be developed in accordance with the provisions of this Covenant; NOW THEREFORE, KIDCO voluntarily covenants and agrees that the Property shall be subject to the following restrictions that are intended and shall be deemed to be covenants running with the land and binding upon KLDCO, and its heirs, successors and assigns as follows: Section 1. 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: The Project shall be developed on the Property. The Property shall be restricted for use primarily as a child care center, for low -moderate income families and individuals, for a period of fifteen (15) years, commencing on the date of issuance of all certificates of occupancy required for the Project or such longer period of time as may be prescribed by the CDBG Requirements, the Community Development Block Grant Special Project Agreement, as amended; of even date herewith between KIDCO and the City relating to the CDBG Funds allocated by the City for the Project (the "Agreement-) and/or the City. Section 3. Term of Covenant: This Covenant shall remain in fall force and effect and shall be binding upon KIDCO, its successors and assigns for a period of fifteen (15) years commencing on the date of issuance of all certificates of occupancy required for the Project, or such longer period of time as may be prescribed by the CDBG Requirements, the Agreement and/or the City ("Covenant Period"). Section 4. KIDCO is required to (a) reimburse the City of Miami completely (100%) if the Property is sold during the Covenant Period of if the use changes during the Covenant Period and (b) pay the City of Miami an amount equal to the current market value of the Property, less any portion of the value attributable to expenditures of non-CDBG funds for the acquisition of, or improvement to the Property, if the Property is sold during the Covenant Period. If the Property is sold after the Covenant Period, there will be no requirement for reimbursement of funds or payment relating to the market value of the Property. Section 5. Except as provided in the Agreement, KIDCO covenants and agrees not to encumber or convey any interest in the Project or the Property without prior written consent as required by the Agreement. For the purposes of this Covenant, any change in the ownership or control of KIDCO shall be deemed a conveyance of an interest in the Project. Section 6. KIDCO covenants and agrees that in the event (i) of a conveyance of any interest in the Project or the Property without the City's prior written consent, or, (ii) that KIDCO ceases to exist as an organization, KIDCO shall be required to reimburse the City completely. If the Property is sold after the term of the covenant, there will be no requirement for reimbursement of funds. Section 7. KIDCO covenants and agrees that any deed conveying the Property to a buyer shall contain the following restrictive covenant: "This property, in accordance with the Declaration of Restrictive Covenant executed in favor of the City of Miami, is subject to the following restrictions and requirements for a period of fifteen (15) years from the date of issuance of the certificate(s) of occupancy (the "Covenant Period"): (i) the property owner is required to reimburse the City of Miami completely (100%) if the Property is sold during the Covenant Period or if the use changes during the Covenant Period; (ii) the property owner is required to pay the City of Miami an amount equal to the current market value of the Property, less any portion of the value attributable to expenditures of non-CDBG funds for the acquisition of, or improvement to the Property, if the Property is sold during the Covenant Period; and (iii) that any purchaser or other prospective owner of the property during the Covenant Period must receive prior written approval of the City of Miami." -2- Section 8. Inspection and Enforcement: It is understood and agreed that any official inspector of the City shall have the right any time during normal working hours to enter and investigate the use of the Project to determine whether the conditions of this Covenant are being complied with. Section 9. Amendment and Modification: This Covenant may be modified, amended or released as to any portion of the Project by a written instrument executed on behalf of the City and by the then owner of the fee simple title to the land to be affected by such modification, amendment or release. Should this instrument be modified, amended or released, the City Manager shall execute a written instrument in recordable form to be recorded in the Public Records of Miami -Dade County, Florida; effectuating and acknowledging such modification, amendment, or release. Section 10. 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 11. Recordation: This Covenant shall be filed of record among the Public Records of Miami -Dade County, Florida, at the sole cost and expense of KIDCO. Section 12. This Covenant is a covenant running with the land. This Covenant shall lapse and be of no further force and effect upon the expiration of the Covenant Period. Section 13. All capitalized terms not defined herein shall have the meanings provided in the Agreement. -3- IN WITNESS WHEREOF, KIDCO has caused this Declaration of Restrictive Covenants to be executed by its duly authorized officers and the corporate seal to be affixed 'hereto on the day and year first above -written. ATTEST: KIDCO Child Care, Inc. .1 .3 1�7NN' I Court iVIiami, FL 33137 a Florida not-for-profit corporation NO Date: ACKNOWLEDG'_IIENTS STATE OF FLORIDA ) ) SS: COUNTY OF NIIAMI-DARE ) THE FOREGOING INSTRUMENT was acknowledged before me on this day of 2009 by as of , on behalf of who is personally known to me or who produced as identification and did/did not take an oath. Signature of Notary Public, State of Florida Printed Name of Notary Public My Commission Expires: -4- EXHIBIT A Legal Description of the Property Physical Address: 242 NE 26th Street Miami, Florida 33137 Legal Description: BANYAN PLACE PB 4-75 LOT 6 BLK 3 LOT SIZE 5000 SQ FT OR 23391-1547 0505 6 COC 26489-2683 07 2008 4 -5- This Instrument Prepared By and Return To: City of Miami City Attorney's Office 444 S.W. 2nd Avenue Miami, Florida 33130-1910 EXHIBIT J MORTGAGE ANTM SECURITY AGREEMENT THIS MORTGAGE ANI) SECURITY AGREEMENT (hereinafter referred to as the "Mortgage") is executed and delivered the day of by KIDCO Child Care, Inc., (hereinafter referred to as the "Mortgagor"), whose address is , Miami, Florida 331_, to the City of Miami, a municipal corporation of the State of Florida, with offices at 444 S.W. 2nd Avenue, Miami, Florida 33130 (hereinafter called "the Mortgagee"). WITNESSETH THAT: FOR GOOD AND VALUABLE CONSIDERATION and also in consideration of the aggregate sum named in the City of Miami, Florida, Community Development Block Grant Public Facilities and Improvement Agreement CDBG Grant from the Mortgagor in favor of the Mortgagee, in the original principal amount of up to $300,000 (hereinafter referred to as the "Grant Agreement"), the Mortgagor does grant, bargain sell, alien, remise, release, convey and confirm unto the Mortgagee, in fee simple, all of that certain tract of land which the Mortgagor is now seized and possessed and in actual possession, situate in Miami -Dade County, State of Florida, legally described as follows: SEE ATTACHMENT "A" ATTACHED HERETO TOGETHER WITH all structures and improvements now and hereafter located thereon, the rents, issues and profits thereof, all furniture, furnishings, fixtures and equipment now located thereon, and also all gas and electric fixtures, heaters, air conditioning, equipment, machinery, motors, baths, tubs, sinks, water closets, faucets, pipes and other plumbing and heating fixtures, refrigerators, blinds, and other window treatments, which are now or may hereafter pertain to or be used with, in or on said premises, and which, even though they be detached or detachable, are and shall be deemed to be fixtures and accessions to the freehold and a part of the realty, and all additions thereto and replacements thereof, which real property, improvements and personalty shall hereinafter collectively be referred to as the "Mortgaged Property". TO HAVE AND TO HOLD the same, together with all tenements and hereditaments and appurtenances, unto the Mortgagee in fee simple, forever. The Mortgagor does covenant with the Mortgagee that Mortgagor is indefeasibly seized of the Mortgaged Property in fee simple: that the Mortgagor has full power and lawful right to convey the Mortgaged Property in fee simple as aforesaid; that the Mortgaged Property is free from all encumbrances except as specified Attachment B hereto; that the Mortgagor will make such further assurances to perfect the fee simple title to the Mortgaged Property in the Mortgagee as may reasonably be required; and that the Mortgagor does hereby fully warrant the title to the Mortgaged Property; and will defend the same against the lawful claims of all persons whomsoever. PROVIDED ALWAYS, that if the Mortgagor shall pay unto the Mortgagee or otherwise perform and fulfill its obligations with respect to the indebtedness and obligations evidenced by the Agreement, and shall perform, comply with and abide by each and every one of the stipulations, agreements, conditions, covenants, this Mortgage and the other contract documents executed in connection herewith and therewith (hereinafter jointly referred to as "the Contract Documents"), then this Mortgage and the estate thereby created shall cease and be null and void. AND THE MORTGAGOR HEREBY COVENANTS AND AGREES AS FOLLOWS: 1. PERFORMANCE OF GRANT AGREEMENT AND MORTGAGE. The Mortgagor shall pay or otherwise fully perform its obligations with respect to the payment of all and singular the principal, interest and other sums of money payable by virtue of the Agreement and this Mortgage, or either, promptly on the days when the same severally become due and payable, and shall perform, comply with and abide by each and every of the stipulations, agreements, conditions and covenants set forth in the Agreement, this Mortgage and the Contract Documents. 2. TAXES AND OTHER CHARGES. The Mortgagor shall pay when due and payable and before any interest, charge or penalty is due thereon, without any deduction, defalcation or abatement, all taxes, assessments, levies, liabilities, obligations, encumbrances, water and sewer rents and all other charges or claims of every nature and kind which may be imposed, suffered, placed, assessed, levied, or filed at any time against this Mortgage, the Mortgaged Property or any part thereof or against the interest of the Mortgagee therein, or which by any present or future law may have priority over the indebtedness secured hereby either in lien or in distribution out of the proceeds of any judicial sale, without regard to any law heretofore or hereafter to be enacted imposing payment of the whole or of any part upon the Mortgagee; and insofar as any such tax, assessment, levy, liability, obligation or encumbrance is of record, the same shall be promptly satisfied and discharged of record and the original official 2 document (such as, for instance, the tax receipt or the satisfaction paper officially endorsed or certified) shall be placed in the hands of the Mortgagee no later than such dates; provided, however, that if, pursuant to this Mortgage or otherwise, the Mortgagor shall have deposited with the Mortgagee before the due date thereof sums sufficient to pay any such taxes, assessments, levies, water and sewer rents; charges or claims, and the Mortgagor is not otherwise in default, they shall be paid by the Mortgagee; and provided further, that if the Mortgagor in Rood faith and by appropriate legal action shall contest the validity of any such items or the amount thereof, and shall have established on its books or by deposit of cash with the Mortgagee, as the Mortgagee may elect, a reserve for the payment thereof in such amount as the Mortgagee may require, then the Mortgagor shall not be required to pay the item or to produce the required receipts: (a) while the reserve is maintained; and (b) so lona as the contest operates to prevent collection, is maintained and prosecuted with diligence, and shall not have been terminated or discontinued adversely to the Mortgagor. The Mortgagor shall furnish the Mortgagee with annual receipted tax bills evidencing payment within ninety (90) days from their initial due date. 3. INSTALLMENTS FOR INSURANCE. TAXES AND OTHER CHARGES. Without limiting the effect of Paragraphs 2 or 5 hereof, the Mortgagee may require the Mortgagor to pay to the Mortgagee, an amount equal to one -twelfth (1!12) of the annual premiums for the insurance policies referred to hereinabove and the annual real estate taxes, water and sewer rents, any special assessments, charges or claims and any other item which at any time may be or become a lien upon the Mortgaged Property prior to the lien of this Mortgage; and on demand from time to time the Mortgagor shall pay to the Mortgagee any additional sums necessary to pay the premiums and other items, all as estimated by the Mortgagee. The amounts so paid shall be used in payment thereof if the Mortgagor is not otherwise in default hereunder. No amount so paid shall be deemed to be trust funds but may be commingled with general funds of the Mortgagee, and no interest shall be payable thereon. If, pursuant to any provision of this Mortgage, the whole amount of the unpaid principal debt becomes due and payable, the Mortgagee shall have the right, at its election, to apply any amount so held against the entire indebtedness secured hereby. At the Mortgagee's option, the Mortgagee from time to time may waive, and after any such waiver may reinstate, the provisions of this Paragraph requiring monthly payments. 4. ATTORNEYS' FEES AND COSTS. The Mortgagee shall recover from the Mortgagor, and this Mortgage shall secure payment of, all and singular the costs, charges and expenses, including but not limited to, reasonable trial, appellate, and bankruptcy attorneys' fees, because of the failure on the part of the Mortgagor to perform, comply with, and abide by, each and every of the stipulations, agreements, conditions and covenants of the Grant Agreement and this Mortgage, or either, whether or not suit is brought, and every such payment made by the 3 Mortgagee shall bear interest from the date thereof at the maximum rate permitted by law. 5. LN- SLT R -ANTCE. The Mortgagor shall keep the buildings and improvements now or hereafter erected on the Mortgaged Property continuously insured under a policy or policies providing coverage on an "all risk" basis; in a sum not less than full insurable value, including flood insurance if requested by the Mortgagee, in a company or companies acceptable to the Mortgagee. The policy or policies of insurance shall be held by and be payable to the Mortgagee. In the event any sum of money becomes payable under such policy or policies, the Mortgagee shall have the option to receive and apply the same on account of the indebtedness secured by this Mortgage or to permit the Mortgagor to receive and use it, or any part thereof, for other purposes, without thereby waiving or impairing any equity lien or right under or by virtue of this Mortgage. In the event the Mortgagor fails to procure and maintain the insurance coverage required hereby, the Mortgagee may procure and pay for such insurance or any part thereof, without waiving or affecting its option to foreclose this Mortgage; or any right thereunder. Each and every such payment made by the Mortgagee shall be secured by this Mortgage; shall be due and payable on demand; and, shall bear interest from the date each such payment is made at the maximum rate permitted by law. 6. CARE OF THE MORTGAGED PROPERTY. The Mortgagor shall exercise reasonable care in the maintenance of the Mortgaged Property, and shall not permit, commit or suffer any waste, impairment or deterioration of the Mortgaged Property or any part thereof. In the event the Mortgagor fails to keep the Mortgaged Property in good repair, the Mortgagee may make such repairs as it may deem necessary in its sole discretion for the proper preservation thereof, and the full amount of each such payment shall be due and payable with interest at the maximum rate permitted by law on demand, and shall be secured by the lien of this Mortgage. 7. EXISTING/OTHER MORTGAGES AND OBLIGATIONS. Any default in the payment or terms and conditions of any existing or other mortgage(s), or any modification and/or acceptance of future advances from any existing or other mortgage(s) shall constitute a default hereunder and the Mortgagee, at its option, may declare all sums due and payable and accelerate the entire indebtedness. The Mortgagee may, at its option, and without waiving its right to accelerate the indebtedness hereby secured and to foreclose the same, pay either before or after delinquency any or all of those certain obligations required by the terms hereof to be paid by the Mortgagor for the protection of the Mortgage security or for the collection of the indebtedness hereby secured. All sums so advanced or paid by Mortgagee shall be charged into the mortgage account, and become an integral part thereof, subject in all respects to the terms, conditions and covenants of the aforesaid Grant Agreement, and this Mortgage, as fully and to the same extent as though a part of the original indebtedness evidenced by said Grant Agreement and secured by this Mortgage, excepting however, that said sums shall be repaid to the 4 Mortgagee within fifteen (15) days after demand by the Mortgagee to the Mortgagor for said payment. 8. INSPECTION. The Mortgagee; and any persons authorized by the Mortgagee, shalt have the right at any time; upon reasonable notice to the Mortgagor, to enter the Mortgaged Property at a reasonable hour to inspect and photograph its condition and state of repair. 9. ACCELERATION OF ALkTURITY. That (a) in the event of any breach of this Mortgage or default on the part of the Mortgagor, or; or (b) in the event each and every stipulation, agreement, condition, the Grant Agreement, this Mortgage, or any of the Contract Documents, are not duly, promptly and fully performed, discharged, executed; effected, completed, complied with and abided by, or; (d) in the event the Mortgagor shall fail, within five (5) days written notice by the Mortgagee to execute a Mortgagor's certificate in favor of any assignee or prospective assignee of the Mortgagee's interest hereunder which certificate shall contain such acknowledgments, affirmations, and covenants as may be reasonably required to enable the Mortgagee to assign their interest hereunder, or (e) upon the rendering by any court of last resort of a decision that an undertaking by the Mortgagor as herein provided to pay taxes, assessments, levies liabilities, obligations and encumbrances is legally inoperative or cannot be enforced, or in the event of the passage of any law changing in any way or respect the laws now in force for the taxation of mortgages or debts secured thereby, or the manner of collection of any such taxes, so as to affect this Mortgage or the debt secured hereby; or (f) in the event there exists an event of default under and pursuant to the terms of any other obligation of any kind or nature whatsoever of the Mortgagor to the Mortgagee, direct or contingent, whether now existing or hereafter due, existing, created or arising, then in either or any such event, the said aggregate sum mentioned in said Agreement then remaining unpaid, and all monies secured hereby shall become due and payable forthwith, or thereafter, at the option of the Mortgagee, as fully and completely as if all of the sums of money were originally stipulated to be paid on such day, anything in the Grant Agreement and/or in this Mortgage to the contrary notwithstanding; and thereupon or thereafter, at the option of the Mortgagee, without notice or demand, suit at law or in equity, therefore, or thereafter begun, may be prosecuted as if all money secured hereby had matured prior to its institution. 10. NO ADDITIONAL FINANCING. The Mortgagor hereby covenants and agrees that Mortgagor shall not procure any other financing in connection with the Mortgaged Property without the prior written consent of the Mortgagee. 11. DEFENSE OF MORTGAGED PROPERTY AND MORTGAGE. If any action orproceeding shall be commenced by any person other than the Mortgagee, and the 5 Mortgagee is made a party, or in which it shall become necessary for the Mortgagee to defend or take action to uphold or defend the lien of this Mortgage, all sums paid or incurred by the Mortgagee for the expense of any litigation, including court costs and attorneys' fees incurred in any trial, appellate, and bankruptcy proceedings, to prosecute or defend the rights and liens created by this Mortgage shall be paid by the Mortgagor, together with interest thereon at the maximum rate permitted by law from the date thereof, and any such sum and interest thereon shall be a claim upon the Mortgaged Property, attaching or accruing subsequent to the lien of this Mortgage, and shall be secured by the lien of this Mortgage. 12. CONDEMNATION. In the event the Mortgaged Property or any part thereof shall be condemned under the power of eminent domain, the Mortgagee shall have the right to demand that all damages awarded for such taking be paid to the Mortgagee and shall be entitled to receive same, up to the aggregate amount then remaining unpaid on the Grant Agreement and this Mortgage, and any such sums shall be applied to the payments last payable thereof. V ' 13. SUBROGATION. To the extent of the indebtedness of the Mortgagor to the Mortgagee as described in the Grant Agreement, the Mortgagee shall be subrogated to the lien and the rights of the owners and holders of each and every mortgage, lien or other encumbrance on the Mortgaged Property which is paid or satisfied, in whole or in part, out of the proceeds of the Grant Agreement. The respective liens of such mortgages, liens or other encumbrances shall be and are hereby security for the Grant Agreement, as if they had been regularly assigned, transferred, and delivered unto the Mortgagee, notwithstanding the fact that the same may be set aside and canceled of record. It is the intention of the parties hereto that the prior mortgages, liens or other encumbrances will be satisfied and canceled of record by the holders thereof at or about the time of the recording of this Mortgage. 14. APPOINTMENT OF RECEIVER. At any time while a suit is pending to foreclose or to reform this Mortgage or to enforce any claims arising hereunder, the Mortgagee may apply to a court of appropriate jurisdiction for the appointment of a Receiver, and such court shall forthwith appoint a Receiver of the Mortgaged Property, including all and singular the income, profits, rents, issues and revenues from whatever source derived. The Receiver shall have all the broad and effective functions and powers in anywise entrusted by a court to a Receiver, and such appointment shall be made by such court as an admitted equity and as a matter of absolute right to the Mortgagee without reference to the adequacy or inadequacy of the value of the Mortgaged Property, or to the solvency or insolvency of the Mortgagor or the Defendants. All income, profits, rents, issues and revenues collected by the Receiver shall be applied by such Receiver according to the lien of this Mortgage, and the practice of such court. I 15. NO TRANSFER OF --MORTGAGED PROPERTY. It is expressly agreed that should the Mortgagor convey title to the Mortgaged Property or any legal or equitable interest therein, to any person, firm or corporation or shall permit or create any further encumbrances upon the '_Mortgaged Property without the prior written approval of the Mortgagee to such conveyance or encumbrance, all sums outstanding under the Grant Agreement and secured by this Mortgage shall become immediately due and payable, at the option of the Mortgagee. 16. INTENTIONALLY BLANK. 17. ASSIGNMENT OF RENTS, ISSUES AND PROFITS. The Mortgagor does hereby bargain, sell, transfer, assign, convey, set over and deliver unto the Mortgagee, as security for the payment and performance of all the terms and conditions of the Grant Agreement and this Mortgage, and any and all amendments, extensions and renewals thereof all Leases affecting the Mortgaged Property or any part thereof now existing or which may be executed at any time in the future during the life of this Mortgage, and all amendments, extensions and renewals of said leases and any of them, and all rents and other income which may now or hereafter be or become due or owing under the Leases, and any of them, on account of the use of the Mortgaged Property, it being intended hereby to establish a complete transfer of the leases hereby assigned and all the rents and other income arising thereunder and on account of the use of the Mortgaged Property unto the Mortgagee, with the right, but without the obligation, to collect all of said rents and other income which may become due during the life of the Grant Agreement and this Mortgage. The Mortgagor agrees to deposit with the Mortgagee upon demand such leases as may from time to time be designated by the Mortgagee. Although it is the intention of the parties that this shall be a present assignment, it is expressly understood and agreed, anything herein contained to the contrary notwithstanding, that the Mortgagee shall not exercise any of the rights or powers herein conferred upon it until a default shall occur under the terms and provisions of the Grant Agreement, but upon the occurrence of any default the Mortgagee shall be entitled, upon notice to the tenants, to all rents and other amounts then due under the leases and thereafter accruing, and this Mortgage shall constitute a direction to and full authority to the tenants, lessees or other occupants of the premises (hereinafter collectively referred to as the "Tenants") to pay all said amounts to the Mortgagee without proof of the default relied upon. The Tenants are hereby irrevocably authorized to rely upon and comply with any notice or demand by the Mortgagee for the payment to the Mortgagee of any rental or other sums which may be or thereafter become due under the leases, or for the performance of any of the Tenants undertakings under the leases and shall have no right or duty to inquire as to whether any default under this Mortgage has actually occurred or is then existing. 18. MORTGAGE CONSTITUTES SECURITY AGREEMENT. This Mortgage also constitutes a security agreement as defined under the Uniform Commercial Code. The Mortgagor hereby grants to the Mortgagee a security interest in and to all fumiture, furnishings, equipment, machinery, and personal property of every nature whatsoever now owned or hereafter acquired by the Mortgagor located upon the Mortgaged Property together with all proceeds therefrom and as further described in an exhibit to the Security Agreement of even date herewith, if any. The Mortgagor shall execute any and all documents as the Mortgagee may request, including, without limitation, financing statements pursuant to the Uniform Commercial Code as adopted by the State of Florida, to preserve and maintain the priority of the lien created hereby on property which may be deemed personal property or fixtures. The Mortgagor hereby authorizes and empowers the Mortgagee to execute and file on behalf of the Mortgagor all financing statements and refilling and continuations thereof as the Mortgagee deems necessary or advisable to create, preserve or protect said lien. The Mortgagor and Mortgagee expressly agree that the filing of a financing statement shall never be construed as in anywise derogating from or impairing the express declaration and intention of the parties hereto that all such personality located on or utilized in connection with the real property encumbered by this Mortgage shall at all times and for all purposes, in all proceedings both legal and equitable, be deemed a part of the real property encumbered by this Mortgage. 19. CARE OF PROPERTY. (a) The Mortgagor shall preserve and maintain the Mortgaged Property in good condition and repair. The Mortgagor shall not remove, demolish, alter or change the use of any building, structure or other improvement presently or hereafter on the Land constituting any part of the Mortgaged Property without the prior written consent of the Mortgagee. The Mortgagor shall not permit, commit or suffer any waste, impairment or deterioration of the Mortgaged Property or of any part thereof, and will not take any action which will increase the risk of fire or other hazard to the Mortgaged Property or to any part thereof. (b) Except as otherwise provided in this Mortgage, no fixture, personal property or other part of the Mortgaged Property shall be removed, demolished or altered, without the prior written consent of the Mortgagee. The Mortgagor may sell or otherwise dispose of, free from the lien of this Mortgage, furniture, furnishings, equipment, tools, appliances, machinery, fixtures or appurtenances, subject to the lien hereof, which may become worn out, undesirable or obsolete, only if they are replaced immediately with similar items of at least equal value which shall, without further action, become subject to the lien of this Mortgage. 20. MORTGAGE SECURES INDEBTEDNESS. It is expressly agreed and understood that this Mortgage secures the indebtedness and the obligation of the Mortgagor to the Mortgagee with respect to the Grant Agreement dated _ as the same is E evidenced by the Grant Agreement, and all renewals, extensions and modifications thereof. This Mortgage shall not be deemed released, discharged or satisfied until the entire indebtedness evidenced by the Grant Agreement is paid in fall. 21. NIORTGAGEE'S RE-INZEDIES CU-NIULATIVE. The Mortgagor agrees that all rights of the Mortgagee hereunder shall be separate, distinct, and cumulative, and that none shall be in exclusion of the other, and that no act of the Mortgagee shall be construed as an election to proceed under any provision of covenant herein to the exclusion of any other, notwithstanding anything herein to the contrary. 22. FUTURE ADVANCES. Pursuant to the laws of the State of Florida, this Mortgage shall secure not only the existing indebtedness evidenced by the Agreement, but also such future advances as may be made by the Mortgagee to the Mortgagor in accordance with the Grant Agreement, this Mortgage, or any other Contract Document executed in connection herewith, whether or not such advances are obligatory or are to be made at the option of the Mortgagee, or otherwise, and as are made within five (5) years from the date hereof, to the same extent as if such future advances were made on the date of the execution of this Mortgage. The total amount of indebtedness that may be so secured may decrease or increase from time to time, plus interest thereon, and any disbursements made for the payment of taxes, levies or insurance on the Mortgaged Property . 23. IN'DENEVIFTCATION. The Mortgagor hereby protects, indemnifies and saves harmless the Mortgagee, its officers, directors, agents and employees, from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including without limitation, reasonable attorneys' fees and expenses) imposed upon, incurred by or asserted against the Mortgagee or any of such persons by reason of (a) ownership of any interest in the Mortgaged Property or any part thereof, (b) any accident, injury to or death of persons or loss of or damage to property occurring on or about the Mortgaged Property or any part thereof or the adjoining sidewalks, curbs, vaults and vault space, if any, streets or ways, (c) Z- any use, disuse or condition of the Mortgaged Property or any part thereof, or the adjoining sidewalks, curbs, vaults and vault space, if any, or any streets or ways, (d) any failure on the part of the Mortgagor to perform or comply with any of the terms hereof or of any of the Contract documents executed in connection herewith, or any inaccuracy in any representation or warranty made by the Mortgagor herein or in any of the Contract Documents executed in connection herewith, (e) any necessity to defend any of the right, title or interest conveyed by this Mortgage, (f) the performance of any labor or services or the furnishing of any materials or other property in respect of the Mortgaged Property or any part thereof, (g) any subsidence or erosion of any part of the surface of the Mortgaged Property, including any shoreline or any bank of any river, stream, creek, lake, ocean or other water source, or (h) the location or existence of asbestos or 9 any toxic or hazardous waste; chemicals; materials or substance on, at, in or under the Mortgaged Property or any part thereof. If any action, suit or proceeding is brought against the Mortgagee, or any of its officers; directors, agents or employees, for any such reason; the Mortgagor, upon the request of such party, will; at the Mortgagor's expense, cause such action, suit or proceeding to be resisted and defended by counsel satisfactory to the Mortgagee or such person. Any amounts payable to an indemnified party under this Section which are not paid within ten (10) days after written demand therefore shall be indebtedness secured by this Mortgage. The obligations of the Mortgagor under this Section shall survive any defeasance of the Mortgage. 24. ILA.ZARDOUS TnNTERLUS. The Mortgagor agrees that it will not use, generate, store or dispose of Hazardous Materials on the Mortgaged Property. For purposes hereof, "hazardous materials" include (but are not limited to) materials defined as "hazardous waste" under the Federal Resource Conservation and Recovery Act and similar state laws, or as "hazardous substances" under the Federal Comprehensive Environmental Response, Compensation and Liability Act and similar state laws. Hazardous materials include (but are not limited to) solid, semi-solid, liquid or gaseous substances which are toxic, ignitable, corrosive, carcinogenic or otherwise dangerous to human, plant or animal health and well being. Examples of hazardous waste include paints, solvents, chemicals, petroleum products, batteries, transformers, and other discarded man-made materials with hazardous characteristics. The Mortgagee shall have all remedies at law and equity for failure of the Mortgagor to carry out the foregoing obligation, including but not limited to specific performance, damages, reasonable attorneys' fees and court costs. This provision shall survive payment of the Grant Agreement and termination of this Mortgage. 25. REPRESENTATIONS AND WARRANTIES. In order to induce the Mortgagee to make the CDBG Grant evidenced by the Grant Agreement, the Mortgagor represents and warrants that: (a) there are no actions, suits or proceedings pending or threatened against or affecting the Mortgagor or any portion of the Mortgaged Property, or involving the validity or enforceability of this Mortgage or the priority of its lien, before any court of law or equity or any tribunal, administrative board or governmental authority, and the Mortgagor is not in default under any other indebtedness or with respect to any order, writ, injunction, decree, judgment or demand of any court or any governmental authority; (b) the execution and delivery of the Grant Agreement, this Mortgage and all other Contract Documents do not and shall not (i) violate any provisions of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to the Mortgagor or any other person executing the Grant Agreement, this Mortgage or other Contract Documents, nor (ii) result in a breach of, or constitute a default under, any indenture, bond, mortgage, lease, instrument, credit agreement, undertaking, contract or other agreement to which the Mortgagor or such other person is a party 10 or by which either or both of them or their respective properties may be bound or affected; (c) the Grant Agreement, this Mortgage and all other Contract Documents constitute valid and binding obligations of the Mortgagor and any other person executing the same, enforceable against the Mortgagor and such other person(s) in accordance with their respective terms; (d) there is no fact that the Mortgagor and any guarantor(s) of the Grant have not disclosed to the Mortgagee in writing that could materially adversely affect their respective properties; business or financial conditions or the Mortgage; (e) the Mortgagor and any guarantor(s) of the CDBG Grant have duly obtained all permits, licenses, approvals and consents from; and made all filings with, any governmental authority (and the same have not lapsed nor been rescinded or revoked) which are necessary in connection with the execution and delivery of this Mortgage and any other Contract Document, the making of the CDBG Grant, the performance of their respective obligations under any Contract Document, or the enforcement of any Contract Document; and that all such representations and warranties shall survive the disbursement of the CDBG Grant and any bankruptcy proceedings. 26. SEVERABILITY OF INVALID PROVISIONS. In the event any provision of the Grant Agreement and or this Mortgage should be held unconstitutional, illegal or unenforceable for any reason, such provision shall not affect, alter, or otherwise impair any other provision of the Grant Agreement and or this Mortgage. 27. NO NVAIVER. It is expressly agreed and understood that a waiver by the Mortgagee of any right or rights conferred to it hereunder with regard to any one transaction or occurrence shall not be deemed a waiver of such right or rights to any subsequent transaction or occurrence. It is further agreed that any forbearance or delay by the Mortgagee in the enforcement of any right or remedy hereunder shall not constitute or be deemed a waiver of such right or remedy. 28. GOVERNING LAW. This Mortgage 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. 29. HEADINGS. The headings of the articles, sections, paragraphs and subdivisions of this Mortgage are for convenience and ease of reference only, and are not to be considered a part hereof, and shall not limit or otherwise affect any of the terms or provisions hereof. 30. GENDER AND NUMBER. In this Mortgage and the Grant Agreement, the singular shall include the plural and the masculine shall include the feminine and neuter. 11 31. PARTIES BOUND. NO ORAL, MODIFICATIONS. Each and every of the terms, covenants and conditions contained herein shall be binding upon the parties hereto and their successors, heirs, assigns and devisee. This Mortgage is not subject to modification other than by a written document or instrument executed by the party or parties to be charged with such modification. 32. WAIVER OF TRIAL BY JURY. THE MORTGAGOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS MORTGAGE, OR ANY OF THE CONTRACT DOCUMENTS OR THE FINANCING CONTEMPLATED HEREBY, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR THE ACTIONS OF ANY PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE MORTGAGEE EXTENDING THE GRANT SECURED BY THIS MORTGAGE. 12 IN WITNESS WHEREOF; the Mortgagor has hereunto set its hand and seal the day and year first above written. Signed, sealed and delivered in our presence: Print name: Print name: STATE OF FLORIDA ) COUNTY OF MIAMI -DADS } KIDCO Child Care; Inc. 3630 NE 15t Court Miami. FL 3313 a Florida not for profit company By: Title: ACKNOWLEDGMENTS Before me, the undersigned authority personally appeared, , as, of , to me well known to be the person described in and who executed the foregoing- instrument and who acknowledged to and before me that he/she executed said instrument under oath, and for the purposes therein expressed. Witness my hand and official seal in the County and State last aforesaid this day of , 2009. PRINTED, STAMPED OR TYPED NAME OF NOTARY PUBLIC Did Take An Oath Did Not Take An Oath Personally Known Produced I.D. Type of I.D. Produced: My Commission Expires: 13 SIGNATURE OF NOTARY PUBLIC STATE OF FLORIDA ATTACHIiENT A Legal Description of the Property Propertv Location: 242 NE 26`° Street, Miami, Florida 3313 7 Legal Description: BANYAN PLACE PB 4-75 LOT 6 BLK 3 LOT SIZE 5000 SQ FT OR 23391- 1547 0505 6 COC 26489-2683 07 2008 4 14 ATTACHMENT B Permitted Encumbrances on the Mortaaaed Property All permitted encumbrances on the Property are described in Insurance Company Commitment for Title Insurance No. issued by effective as of at 15 NONE ATTACMIENT C PERSONAL PROPERTY 16 I. II. EXHIBIT G LNSURA�NCE REQUIREMENTS MORTGAGE SECURITY AGREE_IVIENT Commercial General Liability- (Primary & 'iron Contributory) A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence General Aggregate Limit Products/Completed Operations Personal and Advertising Injury B. Endorsements Required Ciry of Miami as an additional insured Contractual Liability Waiver of Subrogation Premises & Operations Liability Business Automobile Liability S1,000,000 S2,000,000 S 1,000,000 S1,000,000 A. Limits of Liability Bodily Injury and Property Damage Liability Covering hired, borrowed or non -owned autos Any One Accident S 1,000,000 B. Endorsements Required City of Miami as an additional insured III. Worker's Compensation (IF APPLICABLE) Limits of Liability Statutory -State of Florida Waiver of subrogation Employer's Liability A. Limits of Liability S100,000 for bodily injury caused by an accident, each accident. 5100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit IV. Hazard and Flood Borrower will provide the City with a certificate of insurance affording coverage against "All Risk" of direct physical loss or damage in an amount equal to the replacement cost of the covered premises. The borrower must also insure for the loss of rents, or rental value resulting from loss or damage to the covered premises. The certificate must include coverage for windstorm and hail, and flood (If applicable), and must further list the City of Miami as an additional insured and mortgagee. The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. Miami -Dade My Home My Home Show Me: Property Information Search By: Select Item Text only Property Aporaiser Tax Estimator Summary Details: Folio No.: 01-3230 022-0190 Prooert: 242 NE 26 ST Mailing SUNNY PROPERTY Address: INVESTMENTS LLC Beds/Baths: 04 NE 35 ST MIAMI FL Floors: 33137 - Property Information: Primary Zone: 100 RESTRICTED $400,000 COMMERCIAL CLUC: 002 MULTIFAMILY - $77,191 DUPLEX Beds/Baths: 312 Floors: 1 Living Units: $0/$477,191 $0/$477,191 d' Sq Footage: 1,812 Lot Size: 5,000 SO FT ear Built: 1950 BANYAN PLACE PB 4 - 5 LOT 6 BLK 3 LOT Legal SIZE 5000 SQ FT OR Description: 3391-1547 0505 6 COC 6489-2683 07 2008 4 Sale Information:__ Sale O/R: 3391-1547 Sale Date: /2005 Sale Amount: 1$360.000 Assessment Information: Year: 2008 2007 Land Value: $400,000 $400,000 Building Value: $77,191 $77,191 Market Value: $477,191 $477,191 Assessed Value: $477,191 S477,191 Taxable Value Information: Year: 2008 2007 Applied Applied Taxing Authority: Exemption/ Exemption/ Taxable Taxable Value: Value: Regional: $0/$477,191 $0/$477,191 Coun $0/$477,191 $0/$477,191 C' 1$0/$477,1911$0/$477,191 School Board: 1$0/$477,1911$0/$477,191 Additional Information: unity Development District unity Redevelopment Area verment Zone rise Zone Jse Development Boundary Digital Orthophotography - 2007 0 28 ft My Home I Proper Information I Proper Taxes I My Neighborhood I Property Appraiser Home I Using Our Site I About I Phone Directory I Privacy I Disclaimer If you experience technical difficulties with the Property Information application, or wish to send us your comments, questions or suggestions please email us at Webmaster. Web Site © 2002 Miami -Dade County. All rights reserved. Page 1 of 1 MIAMI•DADE Legend Property Boundary Selected Property ,041 Street Highway F_ Miami -Dade ti County ® Water N W+E 5 , ww.sunbiz.org - Department of State Home Contact Us E -Filing Services Previous on List Next on List Return To List No Events No Name History Detail by Entity game Florida Non Profit Corporation KIDCO CHILD CARE INC. Filing Information Document Number N42457 FEI/EIN Number 650257588 Date Filed 03/12/1991 State FL Status ACTIVE Principal Address 3630 NE 1ST COURT MIAMI FL 33137 US Changed 04/30/2004 Mailing Address 3630 NE 1 ST COURT MIAMI FL 33137 US Changed 05/01/1995 Registered Agent Name & Address LA VILLA, SILVIA DR 1013 NW 106 AV CR MIAMI FL 33172 US Name Changed: 04/02/2007 Address Changed: 04/02/2007 Officer/Director Detail Name & Address Title P VELAZQUEZ-MARTINEZ, NILSA MS 12071 SW 126 TR MIAMI FL 33186 Title D SALICHS, SUZANNE 1380 NE MIAMI GARDENS DR #220 MIAMI FL 33179 Title D ESTHER, CHISHOLM 220 NW 47 ST FRONT MIAMI FL 33137 Title D MONUMA, FABIENNE 8487 SW 166 PL MIAMI FL 33193 Document Searches Forms Help Entity Name Search Submit Page 1 of hq://www. sunbiz.org/scripts/cordet.exe?action=DETFIL&inq_doe—number=N42457&in... 4/28/2009 wv,--w.sunbiz.org - Department of State Title D BARRIENTOS, HUGO 63 NE 40TH STREET MIAMI FL 33137 Annual Reports Report Year Filed Date 2006 05/02/2006 2007 04/02/2007 2008 05/05/2008 Document Images 05/0512008 —ANNUAL REPORT View image in PDF format 04102!2007 -- ANNUAL REPORT View image in PDF format 05/02/2005 — ANNUAL REPORT L View image in PDF format_. _ 04/26/2005 — ANNUAL REPORT L View image in PDF format 04130/2004 —ANNUAL REPORT View image in PDF format 04114/2003 — .ANNUAL REPORT View image in PDF format 01/21/2002 — ANNUAL REPORT View image;in PDF format, 09/13/2001 —ANNUAL REPORT View image in PDF format 08/31/2000 — ANNUAL REPORT f View image in PDF format 03/30/1999 — ANNUAL REPORT _. View image in PDF format 02/18/1998 -- ANNUAL REPORT View image in PDF format 04/07/1997 —ANNUAL REPORT View image in PDF format 05/01/1996 — ANNUAL REPORT View image,in PDF format , 05/01/1995 — ANNUAL REPORT View image in PDF format Note: This is not official record. See documents if question or conflict. Previous on List Next on List Return To List No Events No Name History I Home I Contact us I Document Searches I E -Filing Services I Forms I Helo i Coovrioht and Privacv Policies Copyright Q 2007 State of Florida, Department of State. Entity Name Search Submit Page 2 of 2 http://www. sunbiz. org/scripts/cordet. exe?action=DETFIL&inq_doc_number=N4245 7&in... 4/28/2009 1. PURCHASE AND SALE: KID= CHILD CARE, INC. ("Buyer 2, agrees to buy and SUNNY PROPERTY INVESTMENTS Llc ("Selle 3• agrees to sell the property described as: Street Address: 242 LTE 26 STREET MIAMI, FL. 33137 A, 5- Legal Description: BANYAN PLACE PB 4-75 LOT 6 BLK 3 LOT SIZE 5000 sq ft 6' folio # 01-32-30-022-0190 7- and the following Personal Property: Br INDIVIDUAL AC UNITS & WATER HEATER 9 (all collectively referred to as the "Property") on the terms and conditions set forth below. The "Effective Date" of this Contract ,o the date on which the last of the Parties signs the latest offer. Time is of the essence in this Contract. Time periods of 5 11 days or less will be computed without including Saturday, Sunday, or national legal holidays and any time period ending on a 12 Saturday, Sunday or national legal holiday will be extended until 5:00 p.m. of the next business day. 13, 2. PURCHASE PRICE: $ 3oo,oao. 14• (a) Deposit held in escrow by PR MRR TITLE & RESHARCH, INC. $__ 1, 000. 15• (b) Additional deposit to be made within 2o days from Effective Date $ 1.000 . 16 (c) Total mortgages (as referenced in Paragraph 3) $ 0.1 1r (d) Other: X/A 1e- (e) Balance to close, subject to adjustments and prorations, to be made with cash, locally drawn $ 29e, ciao 19 certified or cashier's check or wire transfer. 2o• 3. THIRD PARTY FINANCING: Within - - - - days from Effective Date ("Application Period"), Buyer will, at Buyer's expense, apply fc 21• third party financing in the amount of $ or - -- % of the purchase price to be amortized over a period of --- 2r years and due in no less than - - - - years and with a fixed interest rate not to exceed ❑ - - - - % per year or variable interest rate n, 23• to exceed U - -- % at origination with a lifetime cap not to exceed ------ °/a from initial rate, with additional terms as follows: 14• CONTIGENCY TO THE CITY OF MIAMI,KIDCO'S BOARD OF DIRZCTORS,LEAD & ASBESTOS,& RUD ENVIROMENTAL APPROVA 25 Buyer will pay for the mortgagee title insurance policy and for all loan expenses. Buyer will timely provide any and all credit, 25 employment, financial and other information reasonably required by any lender, Buyer will notify Seller immediately upon obtaining 27* financing or being rejected by a lender. If Buyer, after diligent effort, fails to obtain a written commitment within --- days from 28 Effective Date ("Financing Period"), Buyer may cancel the Contract by giving prompt notice to Seller and Buyer's deposit(s) will be 29 returnedto B er in accordance wit Paragraph 9. ao Buyer LJ and Seller () acknowledge receipt of a copy of this page, which is page 1 of 5 Pages. CC -2 01997 Florida Association of REALTORS® All Rights Reserved / 31. 4 TITLE: Seller has the legal capacity to and will convey marketable title to the Property by 1g statutory warranty deed 32• Ll other ---------------------------------- free of liens, easements and encumbrances of record or known to Sellei 33 but subject to property taxes for the year of closing; covenants, restrictions and public utility easements of record; and (list any 347 other matters to which title will be subject) 3s 36- provided there exists at closing no violation of the foregoing and none of them prevents Buyer's intended use of the Property as 37• CEILD chits 38' (a) Evidence of Title: Seller will, at (check one) X Seller's ❑ Buyer's expense and within 20 days ❑ from Effective Da. 39' Z prior to Closing Date 0 from date Buyer meets or waives financing contingency in Paragraph 3, deliver to Buyer (check one ac• ❑ a title insurance commitment by a Florida licensed title insurer and, upon Buyer recording the deed, an owner's policy in 41 the amount of the purchase price for fee simple title sub iect only to exceptions stated above. 42' 2 an abstract of title, prepared or brought current by an existing abstract firm or certified as correct by an existing firm. 43 However, if such an abstract is not available to Seller, then a prior owner's title policy acceptable to the proposed insurer a as a base for reissuance of coverage. The prior policy will include copies of all policy exceptions and an update in a format 45 acceptable to Buyer from the policy effective date and cert i ied to Buyer or Buyer's closing agent together with copies of r 4s documents recited in the prior policy and in the update. 47 (b) Title Examination: Buyer will, within 15 days from receipt of the evidence of title deliver written notice to Seller of title 48 defects. Title will be deemed acceptable to Buyer if (1) Buyer fails to deliver proper notice of defects or (2) Buyer delivers prop 49' written notice and Seiler cures the defects within 30 days from receipt of the notice (uCurative Period'). if the defects are 60 cured within the Curative Period, closing will occur within 10 days from receipt by Buyer of notice of such curing. Seller may 51 elect not to cure defects if Seller reasonably believes any defect cannot be cured within the Curative Period. if the defects are 52 not cured within the Curative Period, Buyer will have 10 days from receipt of notice of Seller's inability to cure the defects to 53 elect whether to terminate this Contract or accept title subject to existing defects and close the transaction without reduction it 64 purchase price. The party who pays for the evidence of title will also pay related title service fees including title and abstract ss charges and title examination. 56 (c) Survey: (check applicable provisions below) sr M Seller will, within 15 days from Effective Date, deliver to Buyer copies of prior surveys, plans, specifications; and 58, engineering documents, if any, and the following documents relevant to this transaction: 5T , prepared for Seller or in Seller 60 possession, which show all currently existing structures. 61* E Buyer will, at El Seller's XBuyer's expense and within the time period allowed to deliver and examine title evidence, 62 obtain a current certified survey of the Property from a registered surveyor. If the survey reveals encroachments on the ss. Property or that the improvements encroach on the lands of another, ❑ Buyer will accept the Property with existing 64- encroachments X such encroachments will constitute a title defect to be cured within the Curative Period. 65 (d) Ingress and Egress: Seller warrants that the Property presently has ingress and egress. 66 (e) Possession: Seller will deliver possession and keys for all locks and alarms to Buyer at closing. 67. 5, CLOSING DATE AND PROCEDURE: This transaction will be closed in xxAZU DADS County, Florida or ca, or before the July 3lst , 2009 or within days from Effective Date (`Closing Date"), unless otherwise extended sq- herein. ❑ SellerX Buyer will designate the closing agent. Buyer and Seller will, within 1s days from Effective Date, deliver 7o Escrow Agent signed instructions which provide for closing procedure. If an institutional lender is providing purchase funds, lende 71 requirements as to place, time of day, and closing procedures will control over any contrary provisions in this Contract. 72 (a) Costs: Buyer will pay taxes and recording fees on notes, mortgages and financing statements and recording fees for the deet 73 Seller will pay taxes on the deed and recording fees for documents needed to cure title defects. If Seller is obligated to discharge 74 any encumbrance at or prior to closing and fails to do so, Buyer may use purchase proceeds to satisfy the encumbrances. 75 (b) Documents: Seller will provide the deed, bill of sale, mechanic's lien affidavit, assignments of leases, updated rent roll, 76 tenant and lender estoppel letters, assignments of permits and licenses, corrective instruments and letters notifying tenants of 77 the change in ownership/rental agent. If any tenant refuses to execute an estoppel letter, Seller will certify that information 78 regarding the tenant's lease is correct. If Seller is a corporation, Seller will deliver a resolution of its Board of Directors 79 authorizing the sale and delivery of the deed and certification by the corporate Secretary certifying the resolution and setting fo ao facts showing the conveyance conforms with the requirements of local law. Seller will transfer security deposits to Buyer. Buy 81 will provide the closing statement, mortgages and notes, security agreements and financing statements. This sof re is licensed to I3' da Piano - Nations Homes Realty Corp] ww.transactiondesk.cam. 82• Buyer L- and Seller (_,j acknowledge receipt of a copy of this page, which is page 2 of 5 Pages. 83• (c) Takes, Assessments, and Proration: The following items will be made current and prorated M as of Closing Date 84 • U as of - - - - - - - - - - - - - - - - - - - - - - - - : real estate taxes, bond and assessment payments assumed by Buyer, interest, =5• rents, association dues, insurance premiums acceptable to Buyer, operational expenses and - - - - ---------------------- 55 --------------------- s5 If the amount of taxes and assessments for the current year cannot be ascertained, rates for the previous year will be used with du 57 allowance being made for improvements and exemptions. Seller is aware of the following assessments affecting or potentially 88• affecting the Property: 819 Buyer will be responsible for all assessments of any kind which become due and owing on or after Effective Date, unless the 90 improvement is substantially completed as of Closing Date, in which case Seller will be obligated to pay the entire assessmer 91 (d) FIRPTA Tax Withholding: The Foreign Investment in Real Property Act ("FIRPTA") requires Buyer to withhold at closing a 92 portion of the purchase proceeds for remission to the internal Revenue Service ("I.R.S.") if Seller is a "foreign person" as defin 93 by the Internal Revenue Code. The parties agree to comply with the provisions of FIRPTA and to provide, at or prior to closing 94 appropriate documentation to establish any applicable exemption from the withholding requirement. If withholding is required 95 and Buyer does not have cash sufficient at closing to meet the withholding requirement, Seller will provide the necessary fun( 96 and Buyer will provide proof to Seller that such funds were properly remitted to the I.R.S. 97' 6. ESCROW: Buyer and Seller authorize PREMIER TITLE & RESZARCE, INC. 98' Telephone: 305-266-6720 Facsimile: 305-266-6554 Address: 7811 CORAL WIAY SIIITS # 13-0 99' MIAMI, FL_ 33155 to act as "Escrow Ager loo- to receive funds and other items and, subject to clearance, disburse them in accordance with the terms of this Contract. Escrow ioi- Agent will deposit all funds received in U a non-interest bearing escrow account U an interest bearing escrow account with io2- interest accruing to ----------------------------- with interest disbursed (check one) ❑ at closing 1c3" ❑ at ------------------ intervals. if Escrow Agent receives conflicting demands or has a good faith doubt as to Escrow io4 Agent's duties or liabilities under this Contract, he/she may (a) hold the subject matter of the escrow until the parties mutually 1o5 agree to its disbursement or until issuance of a court order or decision of arbitrator determining the parties' rights regarding the 1o6 escrow or (b) deposit the subject matter of the escrow with the clerk of the circuit court having jurisdiction over the dispute. Upo 107 notifying the parties of such action, Escrow Agent will be released from all liability except for the duty to account for items los previously delivered out of escrow. If a licensed real estate broker, Escrow Agent will comply with applicable provisions of Chaptf iog 475, Florida Statutes. In any suit or arbitration in which Escrow Agent is made a party because of acting as agent hereunder or 110 interpleads the subject matter of the escrow, Escrow Agent will recover reasonable attorneys' fees and costs at all levels, with 111 such fees and costs to be paid from the escrowed funds or equivalent and charged and awarded as court or other costs in favo 112 of the prevailing party. The parties agree that Escrow Agent will not be liable to any person for misdelivery to Buyer or Seller of 113 escrowed items, unless the misdelivery is due to Escrow Agent's willful breach of this Contract or gross negligence. 114 7. PROPERTY CONDITION: Seller will deliver the Property to Buyer at the time agreed in its present "as is" condition, ordinary 115 wear and tear excepted, and will maintain the landscaping and grounds in a comparable condition. Seller makes no warranties 116 other than marketability of title. By accepting the Property "as is," Buyer waives all claims against Seller for any defects in the 117 property. (Check (a) or (b)) 11s• D (a) As Is: Buyer has inspected the Property or waives any right to inspect and accepts the Property in its "as is" condition. i ig- 9 (b) Due Diligence Period: Buyer will, at Buyer's expense and within 20 days from Effective Date ("Due Diligence Period"; 120 detemnine whether the Property is suitable, in Buyer's sole and absolute discretion, for Buyer's intended use and development of 121 the Property as specified in Paragraph 4. During the Due Diligence Period, Buyer may conduct any tests, analyses, surveys and 122 investigations ("Inspections') which Buyer deems necessary to determine to Buyer's satisfaction the Property's engineering, 123 architectural, environmental properties; zoning and zoning restrictions; flood zone designation and restrictions; subdivision 124 regulations; soil and grade; availability of access to public roads, water, and other utilities; consistency with local, state and regional 125 growth management and comprehensive land use plans; availability of permits, government approvals and licenses; compliance w 126 American with Disabilities Act; absence of asbestos, soil and ground water contamination; and other inspections that Buyer deem; 127 appropriate to determine the suitability of the Property for Buyer's intended use and development. Buyer shall deliver written noto 128 to Seller prior to the expiration of the Due Diligence Period of Buyer's determination of whether or not the Property is acceptable. 129 Buyer's failure to comply with this notice requirement shall constitute acceptance of the Property in its present "as is" condition. iso Seller grants to Buyer, its agents, contractors and assigns, the right to enter the Property at any time during the Due Diligence 131 Period for the purpose of conducting Inspections; provided, however, that Buyer, its agents, contractors and assigns enter the 132 Property and conduct Inspections at their own risk. Buyer shall indemnify and hold Seller harmless from losses, damages, costs, 133 claims and expenses of any nature, including attorneys' fees at all levels, and from liability to any person, arising from the conduct c 13a any and all inspections or any work authorized by Buyer. Buyer will not engage in any activity that could result in a mechanic's Gen 135 being filed against the Property without Seller's prior written consent. in the event this transaction does not dose, (1) Buyer shall 136 repair all damages to the Properly resulting from the Inspections and return the Property to the condition it was in prior to conduct 137 the inspecctions, and (2) Buyer shall, at Buyer's expense, release to Seller ail reports and other work generated as a result of the 39 Inspections. Should Buyer deliver timely notice that the Property is not acceptable, Seller agrees that Buyer's deposit shall be 139 immediately returned to Buyer and the Contract terminated. Tbis soft are is licensed to da &iaao - Nations Homes Realty Corp] www.transactiondesk.com. `= 140' Buyer � �� and Sel! 1 J acknowledge receipt of a copy of this page, which is page 3 of 5 Pages. P9 9 141 (c) Walk-through Inspection: Buyer may, on the day prior to closing or any other time mutually agreeable to the parties, tae conduct a final "walk-through" inspection of the Property to determine compliance with this paragraph and to ensure that all 143 Property is on the premises. 144 (d) Disclosures: 145 1. Radon Gas: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient 146 quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and sta 147 guidelines have been found in buildings in Florida. Addrional information regarding radon and radon testing may be obtainer 148 from your county public health unit. 149 2. Energy Efficiency: Buyer may have determined the energy efficiency rating ofthe building, if any is located on the Real 15U Property. 151 8. OPERATION OF PROPERTY DURING CONTRACT PERIOD: Seller will continue to operate the Property and any business 152 conducted on the Property in the manner operated prior to Contract and will take no action that would adversely impact the 153 Property, tenants, lenders or business, if any. Any changes, such as renting vacant space, that materially affect the Property or 154- Buyer's intended use of the Property will be permitted ❑ only with Buyer's consent ❑ without Buyer's consent. 155 9. RETURN OF DEPOSIT: Unless otherwise specified in the Contract, in the event any condition of this Contract is not met and 156 Buyer has timely given any required notice regarding the condition having not been met, Buyer's deposit will be returned in 157 accordance with applicable Florida laws and regulations. 158 10. DEFAULT: 159 (a) In the event the sale is not closed due to any default or failure on the part of Seller other than failure to make the title ISO marketable after diligent effort, Buyer may either (1) receive a refund of Buyer's deposit(s) or (2) seek specific performance. If 151 Buyer elects a deposit refund, Seller will be liable to Broker for the full amount of the brokerage fee. 162 (b) In the event the sale is not closed due to any default or failure on the part of Buyer, Seiler may either (1) retain all depcsif(s) 163 paid or agreed to be paid by Buyer as agreed upon liquidated damages, consideration for the execution of this Contract, and i 164 full settlement of any claims, upon which this Contract will terminate or (2) seek specific performance. If Seller retains the 165 deposit, Seller will pay the Listing and Cooperating Brokers named in Paragraph 12 fifty percent of all forfeited deposits retaine 156 by Seller (to be split equally among the Brokers) up to the full amount of the brokerage fee. 157 11. ATTORNEY'S FEES AND COSTS: In any claim or controversy arising out of or relating to this Contract, the prevailing party, ,as which for purposes of this provision will include Buyer, Seller and Broker, will be awarded reasonable attorneys' fees, costs and 159 expenses. 170 12. BROKERS: Neither Buyer no Sel as ut" ed th s is of, or or any other reason owes compensation to, a licensed 171 real estate Broker other than: 172• (a) Listing Broker: 173- who is 0 an agent of ONE PLACE R .6 ❑ a transaction broker ❑ a nonrepresentati 174• and who will be compensated By M Seller ❑ Buy4r ❑ both parti s pursuant to X a listing agreement ❑ other (specify) 175- MLS # M13 0214 6 176' 177- 17T (b) Cooperating Broker. 179• who is 13 an agent of ATIOxs HOME REALTY CORP 3.596 a transaction broker ❑ a nonrepresentati 180• and who will be compensated by ❑ Buyer XSeller ❑ both parties pursuant to an MLS or other offer of compensation to a 181- cooperating broker ❑ other (specify) 152- MLS # M1302146 153' 184' 155 (collectively referred to as "Broker") in connection with any act relating to the Property, including but not limited to inquiries, 1 a6 introductions, consultations. and negotiations resulting in this transaction. Seller and Buyer agree to indemnify and hold Broker 187 harmless from and against losses, damages, costs and expenses of any kind, including reasonable attorneys' fees at all levels, and 188 from liability to any person, arising from (1) compensation claimed which is inconsistent with the representation in this Paragraph, (2) 1 a9 enforcement action to collect a brokerage fee pursuant to Paragraph 10, (3) any duty accepted by Broker at the request of Buyer or Igo Seller, which duty is beyond the scope of services regulated by Chapter 475, F.S., as amended, or (4) recommendations of or servic 191 provided and expenses incurred by any third party whom Broker refers, recommends or retains for or on behalf of Buyer or Seller. 192.13. ASSIGNABILITY; PERSONS BOUND: This Contract may be assigned to a related entity, and otherwise ® is not assignable 19T ❑ is assignable. The terms "Buyer," "Seiler" and "Broker" may be singular or plural. This Contract is binding upon Buyer, Seller 194 and their he' , personal representatives, successors and assigns (if assignment is permitted). /=A1w Buyer (_j and Seller (�oL—) acknowledge receipt of a copy of this page, which is page 4 of 5 Pages. 19s 14. OPTIONAL CLAUSES: (Check if any of the following clauses are applicable and are attached as an addendum to this Contract) 197' Ll Arbitration U Seller Warranty ❑ Existing Mortgage 198• ❑ Section 1031 Exchange ❑ Coastal Construction Control Line �] Other 199• ❑ Property Inspection and Repair ❑ Flood Area Hazard Zone ❑ Other 200' ❑ Seller Representations ❑ Seller Financing ❑ Other 201 15. MISCELLANEOUS: The terms of this Contract constitute the entire agreement between Buyer and Seller. Modifications of 202 this Contract will not be binding unless in writing, signed and delivered by the party to be bound. Signatures, initials, documents 203 referenced in this Contract, counterparts and written modifications communicated electronically or on paper will be acceptable fol 2a4 all purposes, including delivery, and will be binding. Handwritten or typewritten terms inserted in or attached to this Contract prevz 205 over preprinted terms. If any provision of this Contract is or becomes invalid or unenforceable, all remaining provisions will continu los to be fully effective. This Contract will be construed under Florida law and will not be recorded in any public records. Delivery of ar 207 written notice to any party's agent will be deemed delivery to that party. 208 THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK THE ADVICE OF AN AT i ORNE 2a9 PRIOR TO SIGNING. BROKER ADVISES BUYER AND SELLER TO VERIFY ALL FACTS AND REPRESENTATIONS THAT ARE 210 IMPORTANT TO THEM AND TO CONSULT AN APPROPRIATE PROFESSIONAL FOR LEGAL ADVICE (FOR EXAMPLE, 211 INTERPRETING CONTRACTS, DETERMINING THE EFFECT OF LAWS ON THE PROPERTY AND TRANSACTION, STATUS OF 212 TITLE, FOREIGN INVESTOR REPORTING REQUIREMENTS, ETC.) AND FOR TAX, PROPERTY CONDITION, ENVIRONMENTAL AN 213 OTHER SPECIALIZED ADVICE BUYER ACKNOWLEDGES THAT BROKER DOES NOT OCCUPY THE PROPERTY AND THAT ALL 214 REPRESENTATIONS (ORAL, WRITTEN OR OTHERVASE) BY BROKER ARE BASED ON SELLER REPRESENTATIONS OR PUBLIC 215 RECORDS UNLESS BROKER INDICATES PERSONAL VERIFICATION OFTHE REPRESENTATION. BUYER AGREES TO RELY 216 SOLELY ON SELLER, PROFESSIONAL INSPECTORS AND GOVERNMENTAL AGENCIES FOR VERIFICATION OF THE PROPERTY 217 CONDITION, SQUARE FOOTAGE AND FACTS THAT MATERIALLY AFFECT PROPERTY VALUE. 218• DEPOSIT RECEIPT Deposit of $ 1,000-00 by X 219' April 2009 by — 220 check :1 other Signature of Escrow Agent received 221 OFFER: Buyer offers to purchase the Property on the above terms and conditions. Unless accep ce is 'gned by Seller and a 222• signed copy delivered to Buyer or Buyer's agent no later than ❑ a.m. 02'*p&m. on - – Z v 0- 223 Buyer may revoke this offer and receive a refund of all deposits. 224• Date: -1 " 0 225' 226• 227• Date: 22s• 229• Tax ID No: X=M amw cmm,� Title: Telephone: Facsimile: Address: BUYER: Tax ID No: Title: Telephone: Address: 23o• ACCEPTANCE: Seller accepts Buyer's 231 attached counter offer). 232• Date: -'0'7SELLER: —Z-1 PAOFSATy IRV]Z=Ma5,UC Facsimile: agrees to sell the Property on the above terms and conditions (❑ subject to th, Tax ID No: 233• Title: Telephone: Facsimile: 234• Address: 235* Date: SELLER: Tax ID No: 236- Title:_ 237• Address: 238• Buyer oi L and Seller Telephone: Facsimile: acknowledge receipt of a copy of this page, which is page 5 of 5 Pages. The Florida Association of REALTORS makes no representation as to the legal validity or adequacy of any provision of this form in any specific transaction. This standardized form should not be used in complex transactions or with extensive riders or additions. This form is available for use by the entire real estate industry and is not intended to identify the user as a REALToR. REALTOR is a registered collective membership mark which may be used only by real estate licensees who an members of the NATIONAL_ ASSOCIATION OF REALTORS and who subscribe to its Code of Ethics. The copyright laws of the United States (17 U.S. Code) forbid the unauthorized reproduction of this form by any means including facsimile or computerized forms CC -2 0 1997 Florida Association of REALToRsO Alt Rights Aserved