Exhibit 2 Prepared by: Office of County Attorney 115 South Andrews Avenue, Suite 423 Fort Lauderdale, Florida 33301 Return recorded document to: Housing Finance and Community Dev. Div. rd 110 N.E. 3 Street, Suite 300 Fort Lauderdale, Florida 33301 ____________________________________________________________________ NOTE AND MORTGAGE ASSUMPTION AGREEMENT THIS NOTE AND MORTGAGE ASSUMPTION AGREEMENT ("Agreement") is made by and among BROWARD ALLIANCE FOR NEIGHBORHOOD DEVELOPMENT, INC., a Florida not-for-profit corporation, located at 3625 West Broward Boulevard, Fort Lauderdale, Florida 33312 (hereinafter referred to as "SELLER"), BROWARD HOUSING PARTNERSHIP COMMUNITY LAND TRUST, INC., a Florida not-for-profit corporation, located at 1007 North Federal Highway #299, Fort Lauderdale, Florida 33304 (hereinafter referred to as "PURCHASER"), and BROWARD COUNTY, a political subdivision of the state of Florida, located at 115 S. Andrews Ave., Fort Lauderdale, Florida 33301 (hereinafter referred to as "LENDER"); collectively referred to herein as the "Parties." WITNESSETH WHEREAS, LENDER and SELLER entered into an agreement dated July 10, 2009, ("NSP Funding Agreement") providing for funding under the Neighborhood Stabilization Program ("NSP") authorized by Title III of the Housing and Economic Recovery Act of 2008 ("HERA"), for single family housing acquisition, rehabilitation and resale; and WHEREAS, the NSP Funding Agreement provided for a portion of the funding provided to SELLER to be allocated to PURCHASER under its land trust model, wherein rehabilitated single family housing structures are intended to be conveyed to Income Eligible Households under a lease with an option to purchase, while fee title to the underlying land is held in trust by PURCHASER as a means of ensuring long term affordability; said NSP Funding Agreement is incorporated herein by reference; and WHEREAS, SELLER is presently the owner of certain real property and improvements therein, hereinafter referred to as the "NSP-assisted Property" described as follows: [Insert legal description for Property]; and WHEREAS, SELLER desires to convey the NSP-assisted Property to PURCHASER, and LENDER consents to said conveyance under the terms and conditions set forth herein; and WHEREAS, LENDER is the holder of that certain Mortgage, as amended, for acquisition of the NSP-assisted Property, dated __________, 20__, recorded Page 1 of 8 ___________, 20__, in Official Records Book ________, Pages ______, of the Public Records of Broward County, Florida (hereinafter referred to as the "Acquisition Mortgage"), which Mortgage is security for a certain Promissory Note dated ____________, 20__, made by SELLER in favor of LENDER, in the principal sum of $ ______, (hereinafter referred to as the "Acquisition Note"); and WHEREAS, LENDER is the holder of that certain Mortgage, as amended, for rehabilitation of the NSP-assisted Property, dated __________, 20__, recorded ___________, 20__, in Official Records Book ________, Pages ______, of the Public Records of Broward County, Florida (hereinafter referred to as the "Rehabilitation Mortgage"), which Mortgage is security for a certain Promissory Note dated ____________, 20__, made by SELLER in favor of LENDER, in the principal sum of $ __________, (hereinafter referred to as the "Rehabilitation Note"); and WHEREAS, SELLER, upon conveyance of the NSP-assisted Property to PURCHASER, desires thereupon to be relieved of liability on, or in regards to, the Acquisition Note and Acquisition Mortgage and the Rehabilitation Note and Rehabilitation Mortgage; collectively referred to herein as the "Notes" and "Mortgages"; and WHEREAS, upon conveyance of the NSP-assisted Property to PURCHASER, PURCHASER shall assume all of the obligations of the Notes and Mortgages and become bound by the terms therein in the place of SELLER; and WHEREAS, PURCHASER represents to LENDER that, upon such conveyance of the NSP-assisted Property to PURCHASER, the liens of the Mortgages shall remain valid liens in order of priority on the NSP-assisted Property; NOW, THEREFORE, In consideration of LENDER's consent to the conveyance by SELLER to PURCHASER of the NSP-assisted Property, and in consideration of the release hereinafter granted SELLER and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows: 1. The above recitals are true and correct and are incorporated herein as if set forth in full hereunder. 2. PURCHASER hereby assumes the Notes and Mortgages of SELLER and agrees to perform all obligations under the terms of the Notes and Mortgages. 3. PURCHASER agrees that, at the time of conveyance of the NSP-assisted Property by SELLER, PURCHASER shall execute and LENDER shall record, at PURCHASER's expense, a Declaration of Restrictive Covenants, in substantially the form attached hereto as Exhibit "A," ensuring the long term affordability period of thirty (30) years for the NSP-assisted Property as required by COUNTY policy. 4. LENDER hereby releases SELLER from all obligations to LENDER under the Notes and the Mortgages and accepts PURCHASER as the obligor on and under the Notes and Mortgages, as provided for herein. Page 2 of 8 5. The Notes and Mortgages shall remain in full force and effect until the obligations secured under the Notes are complied with in full and the Mortgages are satisfied of record. 6. As a material inducement to LENDER to execute and deliver this Agreement, PURCHASER and SELLER hereby acknowledge that there are no claims or offsets against, or defenses or counterclaims as to the terms or provisions of any of the obligations created or evidenced by the Notes or Mortgages, any extension thereof, or any other loan documents, including but not limited to any claims or causes of action at common law, statutory or otherwise, which PURCHASER or SELLER have or might have, now existing or that might arise hereafter, in law or in equity, in contract or in tort, or fraud, malfeasance, misrepresentation, financial loss, usury, deceptive trade practice, or any other loss or damage of any kind, including any claim for exemplary or punitive damages arising out of the loans or in reference to any loan documents or as to any dealings with LENDER. 7. PURCHASER agrees to pay any and all documentary stamps and/or intangible taxes and all interest and penalties associated therewith which may be assessed on account of the execution and/or recording of this Agreement. PURCHASER shall pay such sums immediately, upon receipt of notice of such amounts from LENDER, or its assigns. In the event PURCHASER fails to pay such sums, LENDER, or its assigns, may, at its option, pay such taxes and/or documentary stamps. Any such payment by LENDER, or its assigns, shall be added to this indebtedness evidenced hereby and shall bear interest from the date advanced to the date of recovery at the maximum rate permissible under Florida law. If PURCHASER fails to pay any and all documentary stamps and/or intangible taxes and any interest and penalties associated therewith which may be assessed on account of the execution and/or recording of this Agreement, it shall be deemed to be a default under the terms hereof and shall immediately accelerate the balance due under the Notes. 8. Assignment. Neither this Agreement nor any interest herein shall be assigned, transferred, or encumbered by any party without the consent of the other parties. 9. Compliance with laws. The parties shall comply with all federal, state, and local laws, codes, ordinances, rules, and regulations in performing their respective duties, responsibilities, and obligations related to this Agreement. 10. Severability. In the event a portion of this Agreement is found by a court of competent jurisdiction to be invalid, the remaining provisions shall continue to be effective unless any party elects to terminate this Agreement. An election to terminate this Agreement based upon this provision shall be made within seven (7) days after the finding by the court becomes final. 11. Joint Preparation. The Parties acknowledge that they have sought and received whatever competent advice and counsel necessary for them to form a full and complete understanding of all rights and obligations herein and that the preparation of this Agreement has been their joint effort. The language agreed to expresses their mutual intent and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one party than the others. Page 3 of 8 12. Governing Law and Venue. This Agreement shall be interpreted and construed in accordance with and governed by the laws of the state of Florida. Any controversies or legal problems arising out of this Agreement and any action involving the enforcement or interpretation of any rights hereunder shall be submitted to the jurisdiction of the state courts of the Seventeenth Judicial Circuit and venue for litigation arising out of this Agreement shall be in such state courts. By entering into this Agreement, the Parties hereby expressly waive any rights any party may have to a trial by jury of any civil litigation related to this Agreement. 13. Merger. This document represents the final and complete understanding of the Parties and incorporates or supersedes all prior negotiations, correspondence, conversations, agreements, and understandings applicable to the matters contained herein. The Parties agree that there is no commitment, agreement, or understanding concerning this Agreement that is not contained in this written document. Accordingly, the Parties agree that no deviation from the terms hereof shall be predicated upon any prior representation or agreement, whether oral or written. 14. Third Party Beneficiaries. No party to this Agreement intends to directly or substantially benefit a third party by this Agreement. Therefore, the Parties agree that there are no third party beneficiaries to this Agreement and that no third party shall be entitled to assert a right or claim against either of them based upon this Agreement. The Parties expressly acknowledge that it is not their intent to create any rights or obligations in any third person or entity under this Agreement. 15. Notices. Whenever any party desires to give notice to the other, such notice must be in writing, sent by certified United States Mail, postage prepaid, return receipt requested, or sent by commercial express carrier with acknowledgement of delivery, or by hand delivery with a request for a written receipt of acknowledgment of delivery, addressed to the party for whom it is intended at the place last specified. The place for giving notice shall remain the same as set forth herein until changed in writing in the manner provided in this section. For the present, the Parties designate the following: For LENDER: Director Housing Finance and Community Development Division 110 Northeast 3rd Street – Third Floor Fort Lauderdale, Florida 33301 For SELLER: Broward Alliance for Neighborhood Development, Inc. 3625 West Broward Boulevard Fort Lauderdale, Florida 33312 Page 4 of 8 For PURCHASER: Broward Housing Partnership Community Land Trust, Inc. 1007 North Federal Highway #299 Fort Lauderdale, Florida 33304 16. Authority. Each individual executing this Agreement on behalf of a party hereto does hereby represent and warrant that he or she is, on the date he or she signs this Agreement, duly authorized by all necessary and appropriate action to execute this Agreement on behalf of such party. 17. Recordation. Following execution of this Agreement by all Parties, COUNTY shall record same, at PURCHASER's expense, in the Official Public Records of Broward County, Florida. 18. Originals. This Agreement may be executed in three (3) or more counterparts, each of which shall be deemed to be an original. (Remainder of Page Intentionally Left Blank) Page 5 of 8 IN WITNESS WHEREOF, the Parties hereto have made and executed this Note and Mortgage Assumption Agreement: BROWARD COUNTY, as LENDER, through its BOARD OF COUNTY COMMISSIONERS, signing by and through its County Administrator, authorized to execute same by Board action on _____________, 2011, BROWARD ALLIANCE FOR NEIGHBORHOOD DEVELOPMENT, INC., as SELLER, signing by and through its ______________, duly authorized to execute same, and BROWARD HOUSING PARTNERSHIP COMMUNITY LAND TRUST, INC., as PURCHASER, signing by and through its ______________ and _______________, duly authorized to execute same. LENDER WITNESSES: BROWARD COUNTY, through the BROWARD COUNTY ADMINISTRATOR Signature: __________________ ___________________________________ County Administrator Print Name: _________________ ______ day of ________________, 2011. Signature: __________________ Approved as to form by Office of the County Attorney for Broward County, Florida JONI ARMSTRONG COFFEY, County Attorney Governmental Center, Suite 423 115 South Andrews Avenue Fort Lauderdale, Florida 33301 Telephone: (954) 357-7600 Telecopier: (954) 357-7641 Print Name: ________________ Approved as to insurance requirements By________________________ Risk Management Division STATE OF FLORIDA COUNTY OF BROWARD By_________________________________ PATRICE M. EICHEN (Date) Assistant County Attorney ) ) SS ) The foregoing instrument was acknowledged before me this __ day of _____, 2011, by Bertha Henry, as County Administrator for Broward County, Florida, who is personally known to me or who has produced _________________ as identification. Notary Public Print Name: My Commission expires: Page 6 of 8 NOTE AND MORTGAGE ASSUMPTION AGREEMENT BY AND AMONG BROWARD COUNTY, BROWARD ALLIANCE FOR NEIGHBORHOOD DEVELOPMENT, INC., AND BROWARD HOUSING PARTNERSHIP COMMUNITY LAND TRUST, INC. WITNESSES: SELLER Signature:______________________ Print Name: BROWARD ALLIANCE FOR NEIGHBORHOOD DEVELOPMENT, INC. ____ Signature:_______________________ By: Print Name: ______ Print Name: Title: Date: STATE OF FLORIDA COUNTY OF BROW ARD ) ) SS ) The foregoing instrument was acknowledged before me this __ day of _____, 20__, by _____________ as of BROWARD ALLIANCE FOR NEIGHBORHOOD DEVELOPMENT, INC., on behalf of the corporation, who is personally known to me or who have produced _________________ as identification. Notary Public Print Name: My Commission expires: Page 7 of 8 NOTE AND MORTGAGE ASSUMPTION AGREEMENT BY AND AMONG BROWARD COUNTY, BROWARD ALLIANCE FOR NEIGHBORHOOD DEVELOPMENT, INC., AND BROWARD HOUSING PARTNERSHIP COMMUNITY LAND TRUST, INC. PURCHASER WITNESSES: Signature:______________________ Print Name: BROWARD HOUSING PARTNERSHIP COMMUNITY LAND TRUST, INC. ____ Signature:_______________________ By: Print Name: ______ Print Name: Title: Date: STATE OF FLORIDA COUNTY OF BROW ARD ) ) SS ) The foregoing instrument was acknowledged before me this __ day of __________, 20__, by ______________ as _____ of BROWARD HOUSING PARTNERSHIP COMMUNITY LANDTRUST, INC., on behalf of the corporation, who is personally known to me or who has produced _________________ as identification. Notary Public Print Name: My Commission expires: PME:hb BAND Note and Mortgage Assumption 11/15/11 #11-129.16 Page 8 of 8 Prepared by: Office of County Attorney 115 South Andrews Avenue, Suite 423 Fort Lauderdale, Florida 33301 Return recorded document to: Housing Finance and Community Dev. Div. rd 110 N.E. 3 Street, Suite 300 Fort Lauderdale, Florida 33301 _____________________________________________________________________ EXHIBIT "A" [delete reference to Exhibit "A" prior to recording] DECLARATION OF RESTRICTIVE COVENANTS NEIGHBORHOOD STABILIZATION PROGRAM LAND TRUST It is understood and agreed by the undersigned Declarant that the Property described herein was acquired and rehabilitated with funds allocated to Broward County under the Neighborhood Stabilization Program (NSP), pursuant to the Dodd-Frank Act, governed by Section 2301 of the Housing and Economic Recovery Act of 2008, as amended, and Title XII of Division A of the American Recovery Act of 2009, as amended, hereinafter referred to as the "NSP Program." Pursuant to the NSP Program, the NSP funds were expended for the property located at ____________________________, Broward County, Florida ("the Property"), said Property more specifically described on the legal description attached hereto as Exhibit "A." Under the NSP Program, the NSP funds were utilized pursuant to that certain agreement between Broward County and Broward Alliance for Neighborhood Development, Inc., for single family housing acquisition, rehabilitation and resale dated ________, 20__, ("BAND NSP Funding Agreement"). Under the terms of the BAND NSP Funding Agreement and that certain Note and Mortgage Assumption Agreement by and among Broward County, Broward Alliance for Neighborhood Development, Inc., and Broward Housing Partnership Community Land Trust, Inc., dated _________, 20__, ("Assumption Agreement"), Declarant shall comply with the terms and conditions described herein and in the Assumption Agreement and the Fifth Amendment to Agreement between Broward County and Broward Housing Partnership Community Land Trust, Inc., dated _________, 20__, ("BHP Agreement"), relating to the Land Trust Model. Declarant shall only convey the Property during the thirty (30) year Long Term Affordability Period to income eligible households at or below 120% of area median income (AMI). The Declaration of Restrictive Covenants shall run with land for the Long Term Affordability period of thirty (30) years. This Declaration of Restrictive Covenants shall be extinguished and released by Broward County following compliance with the terms of this Declaration. Page 1 of 3 WITNESSES: Broward Housing Partnership Community Land Trust, Inc. ______________________ Witness Signature By__________________________________ ______________________________ Witness Signature _____________________________________ Print Name This Declaration of Restrictive Covenants is executed this ____ day of _________, 2011. STATE OF FLORIDA COUNTY OF BROWARD ) ) SS ) The foregoing instrument was acknowledged before me this ________ day of ________________, 2011, by __________________________, as ____________ of Broward Housing Partnership Community Land Trust, Inc., on behalf of the corporation, who is personally known to me or who has produced _______________________ as identification. ______________________________ Print Name:____________________ Notary Public, State of Florida at Large Commission No.__________________ My Commission Expires: Page 2 of 3 EXHIBIT "A" TO DECLARATION OF RESTRICTIVE COVENANTS LEGAL DESCRPTION Page 3 of 3