08/19/2009 Lease
DANNY L. KOLHAGE
CLERK OF THE CIRCUIT COURT
DATE:
August 31, 2009
TO:
Andrew Trivette, Director
Growth Management Division
ATTN:
FROM:
Mayra Tezanos
Executive Assistant
Pamela G. Hanc("JfD.c.
At the August 19, 2009, Board of County Commissioner's meeting, the Board granted
approval and authorized execution of an Occupancy Agreement and Ground 99 Year Lease
between Monroe County and the Habitat for Humanity of Key West and the Lower Keys, Inc. for
property at 5530 Third Avenue, Stock Island (RE# 00126970-000000) for management and
renovation of a 12 unit apartment complex to be used for affordable housing
Enclosed is the original of the above-mentioned for your handling. Should you have any
questions please do not hesitate to contact our office.
cc: County Attorney via e-mail
Finance via e-mail
File
LEASE
BE'IWEEN
MONROECOUN1Y
"LESSOR"
AND
HABITAT FOR HUMANITY OF KEY WEST AND THE
LOWER FLORIDA KEYS, INC.
"LESSEE"
FOR PROPERTY LOCATED AT
5530 THIRD AVENUE, STOCK ISLAND
DATED tlltyc<<if /~ ,;JtltJe;
5530 Third Avenue
Page 1 of 38
Table of Contents
Article Title Page No.
I Definitions 3
II Demised Premises 6
III Term 6
IV Rent 7
V Non-Subordination 8
VI Payment of Taxes and Utilities 8
VII Mechanics' Liens 10
VIII Governing Law, Cumulative Remedies 12
IX Indemnification of Lessor 12
X Insurance 13
XI Insurance Premiums 17
XII Assignment/Transfer 17
XIII Condemnation 20
XIV Construction 20
XV Mortgage Financing 23
XVI Default 27
XVII Repair Obligations 30
XVIII Additional Covenants of Lessee/Lessor 30
XIX Representations, Warranties of Title and Quiet Enjoyment
and No Unla\VfUl or Immoral Purpose or Use 32
XX Miscellaneous 33
Page 2 of 38
OCCUPANCY AGREEMENT AND GROUND LEASE
THIS Agreement and Lease made and entered into on this /9 ~ay of ~ '
2009 by and between MONROE COUNTY (referred to as the "Lessor" or 'Owner") and
HABITAT FOR HUMANITY OF KEY WEST AND LOWER FLORIDA KEYS, INC., a Florida
non-profit corporation (referred to as the "Lessee" or "Occupant").
RECITALS
WHEREAS, Lessor is the owner in fee simple of the property located at what is
now known as, Block 54, Lots 16 and 17, Maloney Subdivision, Stock Island, Monroe
County, Florida located at 5530 Third Avenue, RE #00126970-000000 containing a 12
unit apartment building (Property); and
WHEREAS, it is Lessor's intent that the Property be rehabilitated and used to
provide affordable housing for Monroe County;
WHEREAS, Lessee desires to use the Property for rental use of the twelve housing
units for qualified tenant occupants as affordable housing;
WHEREAS, in order to preserve the affordability of the Units to be developed on the
Property, Lessor desires to lease the Property to Lessee for ninety-nine (99) years, subject to
the Affordable Restrictions as set forth and further defined herein; and
NOW THEREFORE, in consideration of the mutual covenants and obligations
contained herein, and in any contemporaneous Related Agreements between the parties,
the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
ARTICLE I
Definitions
"Affordable Housing Unit" shall mean a residential housing unit that meets the
moderate or lesser income requirements set forth in applicable sections of the Monroe
County Land Development Regulations, as may be amended from time to time without
limitation of Lessor's complete legislative prerogatives, said restrictions to encumber the
Property for the term of the ninety-nine (99) year lease. The singular includes the plural
and the plural includes the singular when referenced herein.
"Affordable Restrictions" shall mean the affordable or employee housing regulations
as set forth in applicable sections of the Monroe County Land Development Regulations or
County Code, as hereinafter amended, except that in no event shall the Lessor materially
and adversely alter the obligations or rights of Lessee under this Lease or decrease the
lawfully permissible rental rate for an Affordable Housing Unit to less than the specified
rental rates for moderate income housing as set forth in the Land Development Regulations
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in effect at the time of execution of this Lease where the effect upon an
owner/Sublessee/mortgagee would be to divest such person or entity of value upon which
such person reasonably and fairly relied to their detriment. The substance of the Affordable
Restrictions may be freely amended in the Lessor's legislative discretion, particularly with
respect to administrative, monitoring and enforcement mechanisms, but any such
amendment shall not materially diminish the lawfully established and equitably vested
resale value or the reasonable alienability of "home-ownership" Affordable Housing Units,
or in the case of rental-only units or projects, shall not materially and adversely diminish or
interfere with the Lessee's substantive benefits conferred under this Lease or any of its non-
administrative terms. However, Lessor may restrict Affordable Housing Unit resales and
rentals to use as "Employee Housing" as defined in the Affordable Restrictions, as amended
from time to time. Moreover, Lessor may establish in its Affordable Restrictions "means"
or "assets" criteria that limit potential buyer or rental pools. Any such amendment shall not
increase Initial Lessee's responsibilities as set forth herein. It is the intent and purpose and
shall be the effect of this Lease and any Affordable Restrictions to ensure that the
affordability of Affordable Housing Units and dedicated real property upon which they are
located is maintained and enforced such that any administrative rule, policy or
interpretation thereof, made by Lessor or its designees relating to the maximum total
amount of consideration and cost permitted to be in any way involved in a purchase or
rental transaction (including but not limited to purchase price, lease assignment fees, rents
or any other compensation given or received in or "outside" of a related transaction) shall
never exceed the affordability criteria reasonably established by Monroe County for the
dwelling units involved. In every case, the construction and interpretation of terms,
conditions and restrictions imposed by this Lease and the Affordability Restrictions shall be
made in favor of ensuring that long term affordability benefits for the respective housing
resources inure to the benefit of Monroe County, its economy and its community character
"Commencement Date" shall mean the same as the Effective Date.
"Demised Premises" shall mean the property leased pursuant to this Lease for
development of the Affordable Housing Units. Demised Premises shall also mean portions
of the Demised Premises and any improvements erected thereon.
"Effective Date" shall mean the date this Lease is fully executed and delivered by all
parties and the date that the Lessee shall be entitled to begin to occupy the Demised
Premises for purposes of development and construction of the Project.
"Initial Lessee" means Habitat for Humanity of Key West and the Lower Florida
Keys, Inc.
"Lease" shall mean this lease for the creation of the Affordable Housing Units on the
Demised Premises, as may be amended from time to time by the parties. It is expressly
contemplated and intended by Lessor, as fee title holder to the Demised Premises, and
agreed to and accepted by Lessees, that any limitations, restrictions and/or other covenants
of any nature, whether established pursuant to this Lease or by the Affordable Restrictions,
be given the full force and effect of enforceable covenants running with the land, equitable
servitudes and all other cognizable legal and equitable real property conventions so as to
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ensure the overall public affordable housing purposes intended to be served, including
appropriate application of cumulative enforcement theories.
"Lease Year" shall mean the twelve (12) month period beginning on the
Commencement Date and each twelve (12) month period thereafter throughout the Term
of this Lease.
"Lessor" means MONROE COUNTY, or its assigns or designees. Lessor as used
herein and where the context requires, shall mean an agency or party designated by the
Lessor, by written notice to all parties, to administer or enforce some or any portion of the
provisions of this Lease or the Affordable Restrictions.
"Lessee" means the Initial Lessee and its successors and assigns, including the
Association created by Initial Lessee for the Unit owners/tenants, if any, as well as the
individual Unit owners/tenants.
"Project" shall mean the required rehabilitation of the Demised Premises for a
twelve unit complex for rent for affordable housing, primarily the required rehabilitation
and renovation of the Affordable Housing Unites) as set forth in Article XIV, but also
including related infrastructure, securing of required development approvals and permits,
financing for the construction or rehabilitation of the Affordable Housing Units, and
marketing/renting of the Affordable Housing Units.
"Related Agreements" shall mean any purchase and sale or other agreement entered
into with Monroe County contemporaneously and in conjunction with this Lease and which
is recorded.
"Rent" shall mean any sum of money due to the Lessor under this Lease for any
reason. The term Rent as used herein, should not be misconstrued to preclude definition
and distinguishing of rent, rental rates and other such other terms as may be provided for in
Subleases and/or the Affordable Restrictions.
"Sale" and "Sell" as used herein shall be broadly and liberally construed so as to
encompass, where contextually appropriate, any ground subleasing, sale, grant, assignment
or other conveyance of an interest in any portion of the Demised Premises authorized
pursuant to this Lease, but excluding any rental of an Affordable Housing Unit (which may
be more particularly discussed herein or in the Affordable Restrictions) and any granting of
any security, mortgage, note or other interest of a form and type customarily used with
purchase money or home equity loans.
"Sublease" shall mean any combination of instruments that grant, conveyor
otherwise transfer a possessory use and/or title interest to any portion of the Demised
Premises, including rental agreements with tenants or renters of an Affordable Housing
U nit (which may be more particularly discussed herein or in the Affordable Restrictions)
and any security, mortgage, note or other interest of a form and type customarily used with
purchase money or home equity loans. The title or exact nomenclature used to describe
such instruments may vary to suit particular circumstances and shall lie within Initial
Lessee's reasonable discretion and still remain within the meaning herein intended (e.g., a
"deed of improvements" may in a given context be construed as an effective sublease for
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purposes herein). It is intended that the term Sublease encompasses such instruments that
effectuate qualified end-user, title, possession and/or use of Affordable Housing Units
developed on the Demised Premises.
"Sublessee" or "Owner" shall be broadly and liberally construed so as to mean an
individual Affordable Housing Unit owner or tenant who, as of the date such person
acquires or renews his interest in the Affordable Housing Unit, qualifies for "Affordable
Housing" as in the Monroe County Code.
"Term" shall mean the Commencement Date, and continuing for ninety-nine (99)
years thereafter, plus any agreed upon extension of this Lease, and unless otherwise
permitted by Lessor, all Subleases and rights or interests granted thereunder shall
terminate at the end of the Term.
ARTICLE II
Demised Premises
Section 2.01 Lessor's Demise. Upon the terms and conditions hereinafter set forth,
and in consideration of the payment of the Rents and the prompt and full performance by
the Initial Lessee of these covenants and the terms and conditions of any Related
Agreements, to be kept and performed by the Initial Lessee, the Lessor does lease, let, and
demise to the Initial Lessee (and permitted successor Lessees) and the "Initial Lessee"
hereby leases from the Lessor, the following described premises, situate, lying and being in
Monroe County, Florida:
Block 54, Lots 16 and 17, Maloney Subdivision, Stock Island, Monroe County, Florida
located at 5530 Third Avenue, RE #00126970-000000 including a 12 unit apartment
building
Section 2.02 Conditions. The demise is likewise made subject to the following:
record;
(a) Conditions, restrictions and limitations, if any, now appearing of
(b) Zoning ordinances of the County of Monroe, State of Florida, and any
other applicable governmental body now existing or which may hereafter exist by reason of
any legal authority during the Term of this Lease; and
( c) The proper performance by the Lessee of all of the terms and
conditions contained in this Lease, the Affordable Restrictions and Related Agreements, if
any.
ARTICLE III
Term
Section ~.01 Term. To have and to hold the Demised Premises for a term of ninety-
nine (99) years commencing on the Commencement Date, and ending ninety-nine (99)
years thereafter, both dates inclusive, unless sooner terminated, or extended, as hereinafter
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provided (the "Termination Date"). Lessee shall be given possession on the Effective Date
and the terms and conditions set forth herein shall be binding on the parties as of the
Effective Date. Lessee shall have the right to occupy the Demised Premises as of the
Effective Date in order to allow Lessee to commence and complete renovations and
rehabilitation of the building on the property, as well as other activities related to the
development and construction of the Project.
ARTICLE IV
Rent
Section 4.01 Annual Base Rent. Lessee covenants and agrees to pay to Lessor
promptly when due, without notice or demand, and without deduction or offset, Annual
Base Rent throughout the Term of this Lease beginning on the Commencement Date, in the
amount ofTen Dollars ($10.00) per Lease Year or partial Lease Year. Lessee shall pay to
Landlord said Annual Base Rent on the first day of the second month of each Lease Year
throughout the term of this Lease.
Section 4.02. All amounts payable under Section 4.01 hereof, as well as all other
amounts payable by Lessee to Lessor under the terms of this Lease, shall be payable in
lawful money of the United States which shall be legal tender in payment of all debts and
dues, public and private, at the time of payment, each payment to be paid to Lessor at the
address set forth herein or at such other place within the continental limits of the United
States as Lessor shall from time to time designate by notice to Lessee. Except for any
income tax payable by the Lessor, Lessee shall pay any and all taxes, including any local
surcharge or other tax, on the Rent payable pursuant to this Lease in addition to the sums
otherwise set forth herein.
Section 4.0~. It is intended that the Rent shall be absolutely net to Lessor
throughout the Term, free of any taxes, costs, utilities, insurance expenses, liabilities,
charges or other deductions whatsoever, with respect to the Demised Premises and/or the
ownership, leasing, operation, maintenance, repair, rebuilding, use or occupation thereof.
Section 4.04. All amounts payable by Lessee to Lessor under any of the provisions
of this Lease, if not paid when due as provided for in this Lease, shall bear interest at the
highest rate allowable under Florida law from the time they become due until paid in full by
Lessee. In addition, Lessee shall pay a late fee in the amount of ten (10%) percent of any
amount due from Lessee to Lessor which is not paid within ten (10) days of the payment
due date for any sums due for Rent and within thirty (30) days for any other sums due from
Lessee pursuant to this Lease; provided, however, such payment shall not excuse or cure
any default by Lessee under this Lease. It is agreed by the parties hereto that Lessee shall
reimburse Lessor for collection charges incurred as a result of the overdue Rent which may
include but shall not be limited to related attorneys' fees, regardless of whether suit is
brought. Such late fee shall be in addition to any interest payable by Lessee as set forth
herein from Lessee's failure to pay any Rent due hereunder. In the event that any check,
bank draft, order for payment or negotiable instrument given to Lessor for any payment
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under this Lease shall be dishonored for any reason whatsoever not attributable to Lessor,
Lessor shall be entitled to charge Lessee an administrative charge for dishonored checks
pursuant to 125.0105, Florida Statutes, and/or any other applicable law. In addition, Lessor
shall be reimbursed by Lessee for any costs incurred by Lessor as a result of a payment
instrument being dishonored (e.g., legal fees).
ARTICLE V
Non-Subordination
Section F\.01 Non-Subordination. Notwithstanding anything to the contrary
contained in this Lease, the fee simple interest in the Demised Premises shall not be
subordinated to any leasehold mortgage, lien or encumbrance of any nature. Furthermore,
the Lessor's right to receive payment or performance under the terms of this Lease or
adherence to any of its conditions or to the Affordable Restrictions (or performance under
or adherence to the terms of any Sublease or related instrument) shall not be subordinated
to any debt or equity financing, leasehold mortgage, lien, encumbrance or obligation of any
nature whatsoever.
ARTICLE VI
Payment of Taxes and Utilities
Section 6.01 Lessee's Obligations. From the Effective Date and as additional Rent
during the Term of the Lease, the Lessee shall pay and discharge, as they become due,
promptly and before delinquency, all taxes, assessments, water and sewer rents, rates and
charges, transit taxes, charges for public utilities, excises, levies, licenses and permit fees
and other governmental charges, general and special, ordinary and extraordinary,
unforeseen and foreseen, of any kind and nature whatsoever, which at any time during the
Term of this Lease may be assessed, levied, confirmed, imposed upon, or grow or become
due and payable out of or in respect of, or become a lien on, the Demised Premises, or
otherwise arise out of the revenues received by the Lessee from the sale or rental of the
Affordable Housing Units to Sublessees, or be associated with any document (to which the
Lessee is a party) creating or transferring an interest or estate in the Demised Premises.
With regard to special assessments, if the right is given to pay either in one sum or in
installments, Lessee may elect either mode of payment and Lessee's election shall be
binding on Lessor.
Section 6.02 Sublessee's Obligations. As additional Rent, any Sublessee, unless
Lessee fulfills all such obligations pursuant to Section 6.01, above, shall pay and discharge,
as they become due, promptly and before delinquency, all taxes, assessments, water and
sewer rents, rates and charges, transit taxes, charges for public utilities, excises, levies,
licenses and permit fees and other governmental charges, general and special, ordinary and
extraordinary, unforeseen and foreseen, of any kind and nature whatsoever, which at any
time during the term of this Lease may be assessed, levied, confirmed, imposed upon, or
grow or become due and payable out of or in respect of, or become a lien on, the Sublessee's
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interest in the Demised Premises, or otherwise arise out of the revenue received by
Sublessee from the sale of their Affordable Housing Unit (if contemplated or otherwise
authorized under this Lease or the Affordable Restrictions), or be associated with any
document (to which the Sublessee is a party) creating or transferring an interest or estate in
the respective portion of the Demised Premises.
Section 6.0~ Obligations Altered. Nothing herein shall require the Lessee to pay
municipal, state, or federal income taxes assessed against the Lessor, municipal, state, or
federal capital levy, estate, gift, succession, inheritance or transfer taxes of the Lessor, or
Lessor's legal representative, corporate franchise taxes imposed upon any corporate owner
of the fee of the Demised Premises; provided, however, that if at any time during the term of
this Lease the methods of taxation prevailing at the commencement of the term hereof shall
be altered so as to cause the whole or any part of the taxes, assessments, levies, impositions
or charges now levied, assessed and imposed, wholly or partially as a capital levy, or
otherwise, on the rents received therefrom, or of any tax, corporation franchise tax,
assessments, levy (including, but not limited to any municipal, state or federal levy),
imposition or charge, or any part thereof, shall be measured by or based in whole or in part
upon the Demised Premises and shall be imposed upon the Lessor, then all such taxes,
assessments, levies, impositions or charges, or the part thereof so measured or based, shall
be paid and discharged by the Lessee. All rebates on account of any taxes, rates, levies,
charges or assessments required to be paid shall belong to Lessee.
Section 6.04 Mode of Payment. The Lessee (and any Sublessee, as to their specific
interests in the Demised Premises) shall pay the taxes and other charges as enumerated in
this Article VI and shall deliver official receipts evidencing such payment to the Lessor
(Sublessees shall only deliver receipts as may be required by the Affordable Restrictions),
which payment of taxes shall be made and the receipts delivered, at least thirty (30) days
before the tax, itself, would become delinquent in accordance with the law then in force
governing the payment of such tax or taxes. If, however, the Lessee desires to contest the
validity of any tax or tax claim, the Lessee may do so without being in default hereunder,
provided the Lessee gives the Lessor notice of the Lessee's intention to do so and furnishes
the Lessor or the applicable governmental agency with a bond with a surety made by a
surety company qualified to do business in the State of Florida or pays cash to a recognized
escrow agent in Monroe County, one and one half (11/2) times the amount of the tax item or
items intended to be contested, conditioned to pay such tax or tax items when the validity
thereof shall have been determined, and which written notice and bond or equivalent cash
shall be given by the Lessee to the Lessor, not later than sixty (60) days before the tax item
or items proposed to be contested would otherwise become delinquent.
Section 6.0~ Lessee's Default. If the Lessee shall fail, refuse or neglect to make any
of the payments required in this Article, then the Lessor may, but shall not be required to,
pay the same and the amount or amounts of money so paid, including reasonable attorneys'
fees and expenses which might be reasonably incurred because of or in connection with
such payments, together with interest on all such amounts, at the highest rate allowed by
law shall be repaid by the Lessee to the Lessor, upon the demand of the Lessor, and the
payment thereof may be collected or enforced by the Lessor in the same manner as though
such amount were an installment of Rent specifically required by the terms of this Lease to
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be paid by the Lessee to the Lessor, upon the day when the Lessor demands repayment
thereof or reimbursement therefor of and from the Lessee; but the election of the Lessor to
pay such taxes shall not waive the default thus committed by the Lessee. Notwithstanding
the foregoing, Lessee shall have the right to contest any taxes and assessments levied
against Lessee in accordance with paragraph 6.04, above; and provided Lessee files the
appropriate documentation to contest said tax or assessment, Lessee shall not be in default
of this Lease or obligated to pay any interest or other penalties to Lessor. Nothing herein
shall be construed to prevent or inhibit the assessment measures and collection remedies
lawfully available to any taxing authority.
Section 6.06 Sublessee's Default. If a Sublessee shall fail, refuse or neglect to make
any of the payments required in this Article, then the Lessor may, but shall not be required
to, pay the same, and the amount or amounts of money so paid, including reasonable
attorneys' fees and expenses which might be reasonably incurred because of or in
connection with such payments, together with interest on all such amounts, at the highest
rate allowed by law shall be repaid by the Sublessee to the Lessor, upon the demand of the
Lessor, and the payment thereof may be collected or enforced by the Lessor in the same
manner as though such amount were an installment of Rent specifically required by the
terms of this Lease to be paid by the Sublessee to the Lessor, upon the day when the Lessor
demands repayment thereof or reimbursement therefor of and from the Sublessee; but the
election of the Lessor to pay such taxes shall not waive the default thus committed by the
Sublessee. Notwithstanding the foregoing, Sublessee shall have the right to contest any
taxes and assessments levied against Sublessee; and provided Sublessee files the
appropriate documentation to contest said tax or assessment, Sublessee shall not be in
default of this Lease or obligated to pay any interest or other penalties to Lessor. Nothing
herein shall be construed to prevent or inhibit the assessment measures and collection
remedies lawfully available to any taxing authority.
Section 6.07 Appraiser to Respect Effect of Affordable Restrictions. It is the intent
of the parties that any appraisal of any portion of the Demised Premises for taxation, public
assessment or utility service purposes fully reflect the effect of this Lease and the Affordable
Restrictions on the lawfully realizable value of relevant portiones) appraised, or where
permissible by state law, "income approach" or other method of calculation.
ARTICLE VII
Mechanic's Liens
Section 7.01 No Lien. Neither the Lessee nor any Sublessee shall have the power to
subject the interest of the Lessor in the Demised Premises to any mechanic's or
materialmen's lien of any kind whether or not the improvements are made with the consent
of the Lessor.
Section 7.02 Release of Lien. Neither the Lessee nor any Sublessee shall permit or
suffer to be filed or claimed against the interest of the Lessor in the Demised Premises
during the continuance of this Lease any lien or claim of any kind, and if such lien be
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claimed or filed, it shall be the duty of the Lessee, or the Sublessee, to which the lien or
claim is attributable, or both where the Affordable Housing Unit is a rental unit, within
thirty (30) days after the Lessee or Sublessee shall have been given written notice of such a
claim having been filed, or within thirty (30) days after the Lessor shall have been given
written notice of such claim and shall have transmitted written notice of the receipt of such
claim unto the Lessee or Sublessee, as the case may be, (whichever thirty (30) day period
expires earlier) to cause the respective portion of the Demised Premises to be released from
such claim, either by payment or by the posting of bond or by the payment to a court of
competent jurisdiction of the amount necessary to relieve and release the relevant portion
of the Demised Premises from such claim, or in any other manner which, as a matter of law,
will result, within such period of thirty (30) days, in releasing the Lessor and the title of the
Lessor from such claim; and the Lessee covenants and agrees, with respect to any lien or
claim attributable to it, within such period of thirty (30) days, so as to cause the affected
portion of the Demised Premises and the Lessor's interest therein to be released from the
legal effect of such claim.
Section 7.0~ Lessee's Default. If the Lessee shall fail, refuse, or neglect to perform
its obligations as required in this Article, then the Lessor may, but shall not be required to,
pay any sums required to cause the Demised Premises and the Lessor's interest therein to
be released from the legal effect of such claim and the amount or amounts of money so paid,
including reasonable attorneys' fees and expenses which might be reasonably incurred
because of or in connection with such payments, together with interest on all such amounts
at the highest rate allowed by law, shall be repaid by the Lessee to the Lessor, upon the
demand of the Lessor, and the payment thereof may be collected or enforced by the Lessor
in the same manner as though such amount were an installment of Rent specifically
required by the terms of this Lease to be paid by the Lessee to the Lessor, upon the day
when the Lessor demands repayment thereof or reimbursement therefor of and from the
Lessee; but the election of the Lessor to pay such amount shall not waive the default thus
committed by the Lessee.
Section 7.04 Sublessee's Default. If the Sublessee shall fail, refuse, or neglect to
perform its obligations as required in this Article, then the Lessor may, but shall not be
required to, pay any sums required to cause the Demised Premises and the Lessor's interest
therein to be released from the legal effect of such claim and the amount or amounts of
money so paid, including reasonable attorneys' fees and expenses which might be
reasonably incurred because of or in connection with such payments, together with interest
on all such amounts at the highest rate allowed by law, shall be repaid by the Sublessee to
the Lessor, upon the demand of the Lessor, and the payment thereof may be collected or
enforced by the Lessor in the same manner as though such amount were an installment of
Rent specifically required by the terms of this Lease to be paid by the Sublessee to the
Lessor, upon the day when the Lessor demands repayment thereof or reimbursement
therefor of and from the Sublessee; but the election of the Lessor to pay such amount shall
not waive the default thus committed by the Sublessee.
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ARTICLE VIII
Governing Law. Cumulative Remedies
Section 8.01 Governing Law. All of the rights and remedies of the respective parties
relating to or arising under this instrument and any related documents shall be governed by
and construed under the laws of the State of Florida.
Section 8.02 Cumulative Remedies. All rights and remedies accruing to the Lessor
shall be assignable in whole or in part and be cumulative; that is, the Lessor may pursue
such rights as the law and this Lease afford to it in whatever order the Lessor desires and
the law permits. Lessor's resort to anyone remedy in advance of any other shall not result
in waiver or compromise of any other remedy.
ARTICLE IX
Indemnification of Lessor
Section Q.D1 Indemnification by Lessee. During the Term of the Lease, and from
the Effective Date during which Lessee shall be entitled and obligated to maintain site
control of and insurance for the Demised Premises for renovation and rehabilitation of the
Affordable Housing Units, Lessee will indemnify, defend and save harmless the Lessor
against any and all claims, debts, demands or obligations which may be made against the
Lessor or against the Lessor's title in the Demised Premises, arising out of, or in connection
with, or in any way related to the Demised Premises. If it becomes necessary for the Lessor
to respond to any claim, demand or unanticipated matter or to defend any action seeking to
impose any such liability, the Lessee will pay the Lessor all costs of court and reasonable
attorneys' fees incurred by the Lessor in effecting and preparing for such response or
defense in addition to any other reasonable sums which the Lessor may be called upon to
pay by reason of the entry of a judgment against the Lessor in any proceeding in which such
claim is asserted.
Lessor shall not be liable to Lessee, or to Lessee's assignees or Sublessees or
their employees, agents, contractors, guests or invitees for any death, injury or damage to
person or property in, about or relating to the Demised Premises. Lessee, on its and its
assignees' and their successors in interests' behalves, including any future Sublessees, or
grantees or licensees of the Initial Lessee, or any guests, invitees or tenants of any of the
foregoing, hereby assumes and covenants for its own and their own acceptance of sole
responsibility and liability to all persons for death, injury or damage related to or arising
from the ownership, possession, occupancy and for use of any portion of the Demised
Premises, and also, for all such future occupants, owners, Lessees, Sublessees, tenants,
guests, invitees and licensees, waives and releases forever all claims, demands and causes of
action against Lessor and its officers, employees, agents, successors, assigns, contractors
and representatives for loss of life or injury to person or property, of whatever nature.
Section Q.D2 Insurance. On the Effective Date the Lessee shall cause to be written
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and put in full force and effect a policy or policies of insurance as noted in Article X insuring
the Lessee against any and all claims and demands made by any person or persons
whomsoever for death, injuries or damages received in connection with the possession,
operation and maintenance of the Demised Premises. All such policies shall name the
Lessee and the Lessor (and any lender holding a mortgage on the Demised Premises), as
their respective interests may appear, as the persons insured by such policies. Any loss
adjustment shall require the written consent of both the Lessor and Lessee.
Section Q.O~ Policy Limit Changes. The policy limits for the comprehensive liability
insurance may be reviewed by Lessor every five (5) years and adjusted upward, if, in the
reasonable discretion of Lessor such increase in coverage is prudent or if similar projects
have begun to require greater insurance coverage.
ARTICLE X
Insurance
Section 10.01 Property Insurance. From and after the Effective Date, the Lessee
will keep insured any and all buildings and improvements upon the Demised Premises
against all loss or damage by fire, flood and windstorm, together with "all risks" "extended
coverage," which said insurance will be maintained in an amount sufficient to prevent any
party in interest from being or becoming a co-insurer on any part of the risk, which amount
shall not be less than the full Replacement Cost value of the relevant portions of the
Demised Premises, and all of such policies of insurance shall include the name of the Lessor
as an additional insured and shall fully protect both the Lessor and the Lessee as their
respective interests may appear. In the event of destruction of buildings or improvements
by fire, flood, windstorm or other casualty for which insurance shall be payable and as often
as such insurance money shall have been paid to the Lessor and the Lessee, said sums so
paid shall be deposited in a joint account of the Lessor and the Lessee in a bank designated
by the Initial Lessee, Lessee or Lessee's Mortgagee and located in the County in which the
Demised Premises is located, and shall be made available to the Lessee for the construction
or repair (including any modification to the improvements sought by the Lessee and
approved in writing by the Lessor with Lessor's approval not unreasonably withheld), as the
case may be, of any building or buildings damaged or destroyed by fire, flood, windstorm or
other casualty for which insurance money shall be payable and shall be paid out by the
Lessor and the Lessee from said joint account from time to time on the estimate of any
reliable architect licensed in the State of Florida officially overseeing of such reconstruction
and repair, certifying that the amount of such estimate is being applied to the payment of
the reconstruction or repair and at a reasonable cost therefor; provided, however, that the
total amount of money necessary for the reconstruction or repair of any building or
buildings destroyed or damaged has been provided by the Lessee for such purpose and its
application for such purpose assured.
In the event of the destruction or damage of the improvements located on the
Demised Premises, or any part thereof, and as often as any portion of said Demised
Premises shall be destroyed or damaged by fire, flood, windstorm or other casualty, the
Page 13 of 38
Lessee shall, within fifteen (15) months (or twenty-four (24) months for a substantially total
loss) from the date of such damage or destruction, rebuild and repair the same in such
manner that the buildings or improvements so rebuilt and repaired, and the personal
property so replaced or repaired, shall be of the same or of a value higher than were the
buildings or improvements and the personal property prior to such damage or destruction,
and Lessee shall diligently prosecute the reconstruction or repairs without delay and have
the same rebuilt and ready for occupancy as soon as reasonably possible after the time when
the loss or destruction occurred. The Is-month period (or twenty-four (24) month period
for a substantially total loss ) for reconstruction shall be enlarged by delays caused without
fault or neglect on the part of the Lessee, by act of God, strikes, lockouts, or other conditions
(other than matters of refinancing the property) beyond the Lessee's control.
Notwithstanding the foregoing, and only with respect to insurance proceeds, the provisions
of any leasehold mortgage substantially comporting with customary institutional lending
industry standards and the foregoing Lessor's interests shall control as to the use and
disbursement of insurance funds for reconstruction of the improvements in the event of any
casualty or damage to such improvements.
While the Project, or any replacement thereof, is in the course of construction, and
whenever appropriate while any alterations are in the course of being made, the aforesaid
fire and extended coverage insurance shall be carried by Lessee in builder's risk form
written on a completed value basis.
Notwithstanding anything to the contrary in the immediately preceding paragraph,
in case of destruction of all of the improvements on the Demised Premises from any cause
so as to make all Affordable Housing Units untenantable occurring during the last ten (10)
years of the Term of this Lease, Lessee, if not then in default under this Lease and if there is
no leasehold mortgage or other similar encumbrance on the Lessee's interest in the
Demised Premises, may elect to terminate this Lease by written notice to Lessor within
thirty (30) days after the occurrence of the destruction. In the event of termination, there
shall be no obligation on the part of Lessee to restore or repair the improvements on the
Demised Premises, nor any right of the Lessee to receive any proceeds collected under any
insurance policies covering the improvements. If Lessee elects not to terminate this Lease
in the event of destruction during the last ten (10) years of this Lease, the proceeds of all
insurance covering the improvements shall be made available to Lessee for repairs, and
Lessee shall be obligated to repair as set forth above.
Section 10.02 Commercial General Liability Insurance. The Initial Lessee shall
maintain Commercial General Liability Insurance beginning on the Effective Date and
continuing during the entire Term of this Lease. The Commercial General Liability
Insurance shall cover those sources of liability which would be covered by the latest edition
of the standard Commercial General Liability Coverage Form [ISO Form CG 00-01] as filed
for use in Florida without the attachment of restrictive endorsements other than the
elimination of medical payments and fire damage legal liability.
General Aggregate $1,000,000
Products/Completed Operations $1,000,000
[coverage for one (1) year after project completion]
Page 14 of 38
Each Occurrence
Contractual Liability
$1,000,000
$1,000,000
Additional Named Insured: Lessor, or its assigns or designees, as from time to time
designated by written notice to Lessee, shall be included as additional insureds for
Commercial General Liability.
Section 10.0~ Environmental Impairment Responsibility. The Lessee and/or its
contractors acknowledge that the performance of this Lease is, or may be, subject to
Federal, State and local laws and regulations enacted for the purpose of protecting,
preserving or restoring the environment. The Lessee shall, at the sole cost of the Lessee or
its contractors, be responsible for full compliance with any such laws or regulations.
Section 10.04 Other Insurance. Lessee shall maintain such other insurance and in
such amounts as may from time to time be reasonably required by the Lessor against other
insurable hazards which at the time are commonly insured against in the case of
construction of buildings and/or in the case of premises similarly situated, due regard being
or to be given to the location, construction, use and occupancy. In the event the Lessee
believes the Lessor's requirement for such additional insurance is unreasonable the
reasonableness of Lessor's request shall be determined by mediation according to the rules
of the Sixteenth Judicial Circuit in Monroe County, Florida. Such determination as to the
requirement of coverage and the proper and reasonable limits for such insurance then to be
carried shall be binding on the parties and such insurance shall be carried with the limits as
thus determined until such limits shall again be changed pursuant to the provisions of this
Section. The expenses of such determination shall be borne equally by the parties. This
procedure may only be requested on each five (5) year anniversary date of the Lease.
Section 10.0!l Proceeds Payable to Mortgagee. If any mortgagee holding a mortgage
created pursuant to the provisions of Article XV elects, in accordance with the terms of such
mortgage, to require that the proceeds of any casualty insurance be held by and paid out by
the mortgagee, then such payment may be made, but in such event, it shall still be
obligatory upon the Lessee to create the complete fund with the leasehold mortgagee in the
manner set forth in this Article to assure complete payment for the work of reconstruction
and repair. Any mortgagee holding insurance proceeds shall require that such proceeds are
properly used to ensure repairs, but any mortgagee shall not be liable for misuse of funds by
Sublessee or Lessee.
Section 10.06 Damages: Insurance Proceeds: Joint Bank Account. Any excess of
money received from insurance remaining in the joint bank account after the reconstruction
or repair of such building or buildings, if the Lessee is not in default, shall be paid to the
Lessee. Absent circumstances reasonably excused under the conditions set forth in
paragraph 14.03, in the case of the Lessee not entering into the reconstruction or repair of
the building or buildings within a period of six (6) months from the date of payment of the
loss, after damage or destruction occasioned by fire, windstorm, flood or other cause, and
diligently prosecuting the same with such dispatch as may be necessary to complete the
same in as short a period of time as is reasonable under the circumstances after the
occurrence of such damage or destruction, then the amount so collected, or the balance
Page 15 of 38
thereof remaining in the joint account, as the case may be, shall be paid to the Lessor and it
will be at the Lessor's option to terminate the Lease, unless terminated by Lessee within the
last ten (10) years of the Lease as set forth above, and retain such amount as liquidated and
agreed upon damages resulting from the failure of the Lessee to promptly, within the time
specified, complete such work of reconstruction and repair.
Section 10.07 Direct Repayment. The foregoing notwithstanding, in the event the
insurance proceeds are the sum of One Hundred Thousand and 00/100 Dollars
($100,000.00) or less, then such proceeds shall be paid directly to the Lessee without the
necessity of creating the joint bank account, and Lessee shall use such funds to make the
replacements or repairs. Lessee shall provide proof satisfactory to Lessor that repairs are
completed as required within fifteen (15) months from the date of such damage or
destruction, unless said period is enlarged by delays caused without fault or neglect on the
part of the Lessee.
Section 10.08 General Requirements. All insurance to be provided by Lessee under
this Lease shall be effected under valid and enforceable policies in such forms, issued by
insurers of recognized financial responsibility qualified to do business in Florida which have
been approved by Lessor, which approval shall not be unreasonably withheld. All policies of
insurance provided for in this Article shall, to the extent obtainable, contain clauses or
endorsements to the effect that (i) no act or negligence of Lessee or anyone acting for Lessee
or for any Sublessee or occupant of the Demised Premises which might otherwise result in a
forfeiture of such insurance or any part thereof shall in any way affect the validity or
enforceability of such insurance insofar as Lessor, and that (ii) such policy of insurance
shall not be changed or cancelled without at least thirty (30) days written notice to the
Lessor, and that (iii) the Lessor shall not be liable for any premiums thereon or subject to
any assessments thereunder.
Section 10.0c) Subsequent Lessees. Assignees. Sublessees and Grantees.
Notwithstanding anything contained herein to the contrary, in the event an authorized
Association chooses not to obtain insurance coverage to protect against loss or damage by
fire, flood and windstorm for the individual Affordable Housing Units and therefore does
not charge the Sublessees for said coverage as part of the Association fees to be paid by the
individual Unit Owners (if this project is expressly authorized as a home-ownership
project); then, in such event Sublessees shall secure the above-described insurance coverage
for their individual Affordable Housing Units. Therefore, Lessor shall be entitled to require
replacement cost and other customary and reasonable insurance coverage(s) at least but
only to the full replacement value of any Sublessees' and/or any governing Association's
insurable interest in the Demised Premises. Any parties who subsequently become holders
of any title or possessory interest to a portion of the Demised Premises, shall upon request
provide, in a form satisfactory to Lessor, proof of customary and reasonable insurance
adequate and sufficient to cover and protect all interests of the Lessor as set forth in this
Article X, at least to the extent and value of that subsequent interest holder's insurable
interest. The same or similar procedures for the use and application of insurance proceeds
as set forth above may be required for subsequent interest holders and the same remedies
available to Lessor for Initial Lessee's failure to comply with such insurance requirements
shall be available to Lessor with respect to any future interest holders. Future interest
Page 16 of 38
holders (including all Sublessees) shall name Lessor as an additional insured on any
required insurance policies.
ARTICLE XI
Insurance Premiums
Section 11.01 Insurance Premiums. The Lessee shall pay premiums for all of the
insurance policies which the Lessee is obligated to carry under the terms of this Lease. In
the event Lessee fails to obtain and pay for the necessary insurance, Lessor shall have the
right, but not the obligation, without notice to Lessee, to procure such insurance and/or pay
the premiums of such insurance, in which case Lessee shall repay Lessor immediately upon
demand by Lessor as additional Rent. The Lessor shall have the same rights and remedies
with respect to procurement of such insurance and/or payment of such insurance
premiums in the event a future subsequent partial interest holder (e.g., Sublessee,
Association) fails to obtain and pay for the necessary insurance.
ARTICLE XII
Assignment/Transfer
Section 12.01 Assignment by Initial Lessee. Initial Lessee shall have the right to
assign its duties as property manager and its rights and obligations under this Lease to a
third party only by obtaining consent from Lessor, but shall ultimately remain responsible
for performance of such duties. Lessee may assign or sublease the affordable unites) using
its own lease as long as it contains provisions for the affordable housing restrictions as set
forth in this Lease and in the Monroe County Code and is consistent with other provisions
herein. Without the written consent of Lessor, Initial Lessee shall not assign or sublet any
portion of the Demised Premises, or change management of the Demised Premises, except
as otherwise provided herein. Notwithstanding the foregoing, Lessor acknowledges and
agrees that the Affordable Housing U nit(s) are to be developed as units for rent to moderate
or lesser income qualified third parties, as defined in the Affordable Restrictions.
Therefore, the Affordable Housing Units may be rented and occupied without the Initial
Lessee obtaining consent from Lessor for such subletting, provided that Initial Lessee shall
follow the guidelines set forth herein. In the event an Affordable Housing Unit is to be
rented to a qualified third party by Initial Lessee, said Unit shall only be rented at rates
allowable under the Affordable Restrictions for moderate or lesser income-qualified third
parties.
The following sections are deleted and printed for record purposes:
Section 12.02 Initial8ale/Lease ofUnK By DC'''.>rloper I Initial Lessee. Initial Lessee
shan be authorized to sell the ...\ffordable Housing Units to individuals qualified to
o".\nj occupy the ...\ff-ordable Housing Units and subject to aU other affordable housing
eo".~nants of record. Notv.ithstanding an)thing contained herein to the contrary, all
purchasers/Sublessees of such ...\ffordable Housing Units shan meet l\4onroe County's
requirements of moderate or lesser income affordable housing, adjusted for family size, and
any other applicable ...\ffordable Restrictions. Initial Lessee shall upon Lessor's request
Page 17 of 38
prO'.yide '"lerificatioB in a form and manner reasonably determined by Lessor that
purchasersjsublessees/tenants for all...'\ffordable Housing Units meet the requirements
herein.
Section 12.0~ ...'\ssignment/Transfer by Sublessees. ...^...t such time as any indhidual
Unit O'"y\ner or Sublessee desires to sell, assign or otherv.ise transfer their ...\tI-ordable
Housing Units and interests, the Sublessee shaU be required to follovyT the proeedures set
forth herein and any procedure that may be set forth in the Affordable Restrictions, and any
conveyance, transfer or other disposition and the acceptance of such transfers shaU be
automatieal1y deemed an agreement to the eonditions set forth herein.
Section 12.04 Required Notice of Restrictions. Any conveyance, lease, assignment,
grant or other disposition of any interest made with respect to any portion of the Demised
Premises, including but not limited to any recorded Association governing documents,
other than those mortgage interests provided for in Article XV, shall contain the following
required Notice of Restrictions in a conspicuous location on the upper one-half of the first
page of the relevant instrument effectuating the interest in bold capital typed letters greater
than or equal to 14 point font:
NOTICE OF RESTRICTIONS
ANY INSTRUMENT OF CONVEYANCE, LEASE, ASSIGNMENT, GRANT
OR OTHER DISPOSITION OF ANY INTEREST IN OR TO ANY PORTION OF
THE DEMISED PREMISES OR TO ANY IMPROVEMENTS ERECTED
THEREON WILL BE SUBJECT TO CERTAIN RESTRICTIONS INCLUDING Bur
NOT LIMITED TO RIGHTS OF FIRST REFUSAL, USE, OCCUPANCY, INCOME,
MEANS, RESALE PRICE, RENTAL AND MORTGAGE LIMITATIONS,
INCLUDING Bur NOT LIMITED TO THOSE SET FORTH IN OFFICIAL
RECORDS BOOK _, PAGE _ OF THE PUBLIC RECORDS OF MONROE
COUNTY, FLORIDA.
The book and page numbers of the first recorded page of this Lease of the Demised
Premises shall be set forth in the Notice of Restrictions. Any instrument of conveyance,
lease, assignment or other disposition made without following the notice procedures set
forth herein shall be void and confer no rights upon any third person, though such
instruments may in some cases be validated by fully correcting them according to
procedures established by Lessor, as determined in Lessor's sole discretion, so as to ensure
compliance with the public affordability purposes furthered by this Lease and the
Affordable Restrictions.
Section 12.0F\ Follow-on Sales and Assignments of Ground Lease Requirements: Right of
First Refusal.
If Lessee or Sublessee can not find a suitable purchaser or sub lessee, or qualified tenant,
for the Affordable Housing Unites) Lessee shall notify Lessor who may provide Lessee with
a qualified person or Lessor may have the right of first refusal to purchase the premises.
Any rental agreement shall contain the following warning prominently set forth in writing:
Page 18 of 38
BY SIGNING THIS RENTAL AGREEMENT THE TENANT AGREES THAT
UPON SURRENDER OR ABANDONMENT, AS DEFINED BY CHAPTER 83
FLORIDA STATurES, THE LESSOR SHALL NOT BE LIABLE OR
RESPONSIBLE FOR STORAGE OR DISPOSITION OF THE LESSEE'S
PERSONAL PROPERlY.
Section 12.06 Assignment by Lessor. This Lease shall be freely assignable by the
Lessor, and upon such assignment, the Lessor's liability shall cease and Lessor shall be
released from any further liability. In the event the ownership of the land comprising the
Leased Premises is conveyed or transferred (whether voluntarily or involuntarily) by Lessor
to any other person or entity, this Lease shall not cease, but shall remain binding and
unaffected.
The following sections are deleted but are printed for record purposes:
Seetion 12.07 Death of a Unit O\vner. In the C"".'Cnt the O..:tner of an ...\ffordable
Housing Unit dies, Lessor shall, unless f{)r good cause shov;n, consent to a transfer of the
leasehold interest to the spouse, ehild(ren) or other heirs, devisees, legatees or beneficiaries
of the ...\ffordable Housing Unit O'"Nner prnvided that sueh persons state, in ":.nting, under
oath that they ha".'C revie\ved the terms of this Lease and any related doeuments, and that
they understand and aeeept the terms of this Lease by signing an aeknoVtTledgement, "shieh
is substantially in a form similar to that attaehed hereto as Exhibit D. ...'\11 spouses, heirs,
deyisees, legatees or other benefieiaries must demonstrate to the Lessor's reasonable
satisfaetion that they quaHfy for o"Nnership and/or oceupaney of an affected ...\ffordable
Housing Unit as pro"yided for under this Lease and in the ...\ffordable Restrietions. All
estates and leasehold or other interests granted in or eon",eycd ":.ith respect to any of the
Demised Premises do not extend to any degree so as to limit or inhibit the intent and
operation of this Lease and the ...\ffordable Restrictions, it being expressly and irre\rocably
accepted on behalf of an future Sublessees and all those "sho "Nould or might succeed to
their interests, that these Demised Premises and eaeh and e"/ery portion thereof, for the
entire Term of this Lease, are to be used as affordable housing according to the ...\ffordable
Restrictions. In the e'"y'Cnt the spouse, heirs, de\-9.sees, legatees or beneficiaries of a deceased
O"sner do not meet the requirements for affordable housing, sueh persons shall not occupy
the premises and shall not be entitled to possession, exeept and only to the extent that the
Lessor permits same, under conditions that it determines furthers the goals and publie
purposes of this Lease and the ...\ffordable R~strietions. Therefore, in sueh event, the heirs
of the decedent shall, if required by Lessor, transf-cr their interest in the ...\ffordable Housing
Unit in aceordance "y\ith the pro";isions of this ...\rticle XII and cooperate ":.ith the Lessor in
accomplishing same. It is the intent of this Lease, to the full eJrtent Florida la"N permits,
that constitutional homestead rights not be construed to inhibit or limit the intended
operation of this provision.
Seetion 12.08 f...dministrati"/e Fees. Lessee may not eharge more than one half of one
percent (.005~G) administrati"y'C f-ce based on the sales priee for the transfer of
impro'",ements from one sublessee to another.
No administrative fee may be charged to any tenant.
Page 19 of38
ARTICLE XIII
Condemnation
Section 1~.01 Eminent Domain: Cancellation. If, at anytime during the continuance
of this Lease, the Demised Premises or any portion thereof is taken, appropriated or
condemned by reason of eminent domain, there shall be such division of the proceeds and
awards in such condemnation proceedings and such abatement of the Rent and other
adjustments made as shall be just and equitable under the circumstances. If the Lessor and
the Lessee are unable to agree upon what division, annual abatement of Rent or other
adjustments as are just and equitable, within thirty (30) days after such award has been
made, then the matters in dispute shall be determined in accordance with mediation
according to the rules of the 16th Judicial Circuit in Monroe County. Such determination
made by the mediation shall be binding on the parties. If the legal title to the entire
Demised Premises be wholly taken by condemnation, the Lease shall be cancelled.
Section 1~.02 Apportionment. Although the title to the building and improvements
placed by the Lessee upon the Demised Premises will on the Termination Date pass to the
Lessor, nevertheless, for purpose of condemnation, the fact that the Lessee placed such
buildings on the Demised Premises shall be taken into account, and the deprivation of the
Lessee's use (and any use of a Sublessee) of such buildings and improvements shall,
together with the Term of the Lease remaining, be an item of damage in determining the
portion of the condemnation award to which the Lessee or Sublessee is entitled. In general,
it is the intent of this Section that, upon condemnation, the parties hereto shall share in
their awards to the extent that their interests, respectively, are depreciated, damaged, or
destroyed by the exercise of the right of eminent domain. In this connection, if the
condemnation is total, the parties agree that the condemnation award shall be allocated so
that the then value of the property, as though it were unimproved property, shall be
allocated to the Lessor, and the then value of the building or buildings thereon shall be
allocated between the Lessor and Lessee after giving due consideration to the number of
years remaining in the Term of this Lease and the condition of the buildings at the time of
condemnation. The Lessee shall not be precluded from any condemnation remedy
otherwise available to it by law.
ARTICLE XIV
Construction
Section 14.01 Requirement to Construct Project.
(a) Lessee shall commence the Project and rehabilitation of the twelve unit
apartment building on the effective date of this lease. All5mprovements shown on Exhibit A
shall be completed. All improvements shall be made with the appropriate building permits
and to the standards of the Florida Building Code. The value of the improvements is
$506,400.00. It is understood that the values listed for the improvements may be reduced
by volunteer labor or donations, but that the listed improvements shall be made to the
Page 20 of 38
property at or exceeding the quality of contracted labor. All repairs and rehabilitation shall
be completed by January 31, 2010, so that all units are habitable and rentable on that date.
The foregoing limitation of time for the completion of the Project may be extended by
written agreement between the parties hereto. Lessee is responsible for all environmental
remediation on the site and in the building, whether disclosed in the environmental site
assessment prepared for the purchase of the property by Lessor and lease back to Lessee, or
not disclosed, whether known or unknown, now or in the future. Lessee specifically agrees
that the indemnification provisions of this lease extend and apply to this provision.
(b) During the course of construction of the Project, Initial Lessee shall provide
to the Lessor quarterly written status reports on the Project. The Lessor and Initial Lessee
shall allow and permit reasonable access to, and inspection of, all documents, papers, letters
or other materials in their possession or under their control where such information is
subject to public disclosure under the provisions of Chapter 119, F.S., or successor or
supplemental statutes. However, nothing contained herein shall be construed to render
documents or records of Initial Lessee or any other persons that would not be deemed
public records under Chapter 119 to be such records only because of this provision. Lessees
(but not individual sublessees occupying an Affordable Housing Unit as their primary
residence) shall maintain all books, records, and documents directly pertinent to
performance under this Lease in accordance with generally accepted accounting principles
consistently applied. The County Clerk, State Auditor, or a designee of said officials or of
the Lessor, shall, during the term of this Agreement and for a period of five (5) years from
the date of termination of this Agreement, have access to and the right to examine and audit
any Records of the Lessee involving transactions related to this Agreement.
(c) The Project shall be constructed in accordance with the requirements of all
laws, ordinances, codes, orders, rules and regulations of all governmental entities having
jurisdiction over the Project, including, but not limited to, the Lessor.
(d) The Initial Lessee shall apply for and prosecute, with reasonable diligence, all
necessary approvals, permits and licenses required by applicable governmental authorities
for the construction, development, zoning, use and occupation of the Project. Lessor agrees
to cooperate with and publicly support the Initial Lessee's effort to obtain such approvals,
permits and licenses, provided that such approvals, permits and licenses shall be obtained
at Initial Lessee's sole cost and expense. Nothing in this Lease is intended to or shall be
construed to obviate or lessen any requirements for customary development approvals from
any permitting authority, including the Lessor. Nothing in this Lease shall be construed as
the Lessor's delegation or abdication of its zoning authority or powers and no zoning
approval that Initial Lessee may require to complete its performance under this Lease has
been or shall be deemed agreed to, promise or contracted for by this Lease.
(e) Construction of the Project on the Demised Premises prior to and during the
Term of this Lease shall be performed in a good and workmanlike manner, pursuant to
written contracts with licensed contractors and in accordance with any and all requirements
of local ordinances and with all rules, regulations and requirements of all departments,
boards, officials and authorities having jurisdiction thereof. It is understood and agreed
Page 21 of 38
that the plans and specifications for all construction shall be prepared by duly qualified
architects/ engineers licensed in the State of Florida.
(f) At all times and for all purposes hereunder, the Initial Lessee is an
independent contractor/lessee and not an employee of the Board of County Commissioners
of Monroe County or any of its agencies or departments. No statement contained in this
Lease shall be construed as to find the Initial Lessee or any of its employees, contractors,
servants or agents to be employees of the Board of County Commissioners of Monroe
County, and they shall be entitled to none of the rights, privileges or benefits of County
employees. No covenant or agreement contained herein shall be deemed to be a covenant
or agreement of any member, officer, agent or employee of Monroe County or the Initial
Lessee or Lessee in his or her individual capacity, and no member, officer, agent or
employee of Monroe County or the Initial Lessee or Lessee shall be liable personally on this
Lease or be subject to any personal liability or accountability by reason of the execution of
this Lease.
(g) Initial Lessee agrees that it will not discriminate against any employees,
applicants for employment, prospective Sublessees or other prospective future subinterest
holders or against persons for any other benefit or service under this Lease because of their
race, color, religion, sex, sexual orientation, national origin, or physical or mental handicap
where the handicap does not affect the ability of an individual to perform in a position of
employment, and to abide by all federal and state laws regarding non-discrimination.
(h) Lessee shall be entitled during the full term of this Lease to make alterations
to the Demised Premises in accordance with the requirements set forth in sub-paragraph
(e), above.
14.02 Access to the Project and Inspection. The Lessor or its duly appointed agents
shall have the right, at all reasonable times upon the furnishing of reasonable notice under
the circumstances (except in an emergency, when no notice shall be necessary), to enter
upon the common area of the Leased Premises to examine and inspect said area to the
extent that such access and inspection are reasonably justified to protect and further the
Lessor's continuing interest in the Demised Premises, as determined in Lessor's reasonable
discretion. Lessor's designees, for purposes of this Article 14.02, shall include city, county
or State code or building inspectors, and the like, without limitation. Initial Lessee shall
permit building and code inspectors' access customary to the performance of their duties
related to projects of the nature contemplated herein, said notice requirements
notwithstanding.
14.0~ Forced Delay in Performance. Notwithstanding any other provisions of this
Lease to the contrary, the Initial Lessee shall not be deemed to be in default under this
Lease where delay in the construction or performance of the obligations imposed by this
Lease are caused by war, revolution, labor strikes, lockouts, riots, floods, earthquakes, fires,
casualties, acts of God, labor disputes, governmental restrictions, embargoes, litigation
(excluding litigation between the Lessor and the Initial Lessee), tornadoes, hurricanes,
tropical storms or other severe weather events, or inability to obtain or secure necessary
labor, materials or tools, delays of any contractor, subcontractor, or supplier, or
Page 22 of 38
unreasonable acts or failures to act by the Lessor, or any other causes beyond the
reasonable control of the Initial Lessee, except financing delays or delays caused by
economic conditions. The time of performance hereunder shall be extended for the period
of any forced delay or delays caused or resulting from any of the foregoing causes.
14.04 Easements. Lessee shall be authorized to grant reasonable and necessary
easements for access and utilities customary for similar land uses and construction projects
in Monroe County subject to Lessor's attorney's review and approval for substance and
form of easement instruments, which approval shall not be unreasonably withheld, delayed
or conditioned. Lessor shall make objection to any proposed easement instruments within
fifteen (15) business days of receipt of copies thereof, or Lessor's approval shall be deemed
granted.
ARTICLE XV
Mortgage Financing
Section 1Fl.01 Construction Financing By Initial Lessee. Initial Lessee shall have the
right to mortgage its interests in the Demised Premises.
(a) The Initial Lessee shall have the right to encumber by mortgage or
other proper instrument Initial Lessee's interest under this Lease, together with all
buildings and improvements on the Demised Premises, to a Federal or State Savings &
Loan Association, Bank or Trust Company, Insurance Company, Pension Fund or Trust (or
to another private lender so long as the terms and conditions of the financing from private
lender are on substantially similar terms to those then existing by the other lenders referred
to in this Section), or to similar lending institutions authorized to make leasehold mortgage
loans in the State of Florida, or to any public or quasi-public lender.
(b) Until the time any leasehold mortgagees) shall be satisfied of record,
when giving notice to the Initial Lessee with respect to any default under the provisions of
this Lease, the Lessor shall also serve a copy of such notice upon the Initial Lessee's
leasehold mortgagee(s) at addresses for notice set forth in the mortgage instrument(s)
(including assignments thereof) as recorded in the Public Records of Monroe County,
Florida. No such notice to the Initial Lessee shall be deemed to have been given unless a
copy of such notice has been mailed to such leasehold mortgagee(s), which notice must
specify the nature of each such default. Initial Lessee shall provide Lessor with written
notice of the book and page number of the Public Records of Monroe County, Florida for
each mortgage by which it encumbers the Demised Premises, including modifications and
assignments thereof.
(c) In case the Initial Lessee shall default under any of the provisions of
this Lease, the Initial Lessee's leasehold mortgagee(s) shall have the right to cure such
default whether the same consists of the failure to pay Rent or the failure to perform any
other matter or thing which the Initial Lessee is required to do or perform and the Lessor
shall accept such performance on the part of the leasehold mortgagee(s) as though the same
had been done or performed by the Initial Lessee. The leasehold mortgagee(s), upon the
date of mailing by Lessor of the notice referred to in subparagraph (b) of this Section 15.01
Page 23 of 38
shall have, in addition to any period of grace extended to the Initial Lessee under the terms
and conditions of this Lease for a non-monetary default, a period of sixty (60) days within
which to cure any non-monetary default or cause the same to be cured or to commence to
cure such default with diligence and continuity; provided, however, that as to any default of
the Initial Lessee for failure to pay Rent, or failure to pay any amount otherwise required
under the terms of this Lease (e.g., including, but not limited to, taxes or assessments), the
leasehold mortgagee(s) shall have thirty (30) days from the date the notice of default was
mailed to the mortgagee(s) within which to cure such default.
(d) In the event of the termination of this Lease with Initial Lessee for
defaults described in this Article XV, or of any succeeding Lease made pursuant to the
provisions of this Section lS.01(d) prior to the cure provisions set forth in Section lS.01(C)
above, the Lessor will enter into a new Lease of the Demised Premises with the Initial
Lessee's leasehold mortgagee(s), or, at the request of such leasehold mortgagee(s), to a
corporation or other legal entity formed by or on behalf of such leasehold mortgagee(s) or
by or on behalf of the holder of the note secured by the leasehold mortgage, for the
remainder of the term, effective on the date of such termination, at the Rent and upon the
covenants, agreements, terms, provisions and limitations contained in this Lease, provided
that such leasehold mortgagee(s) make written request and execute, acknowledge and
deliver to the Lessor such new Lease within thirty (30) days from the date of such
termination and such written request and such new Lease is accompanied by payment to
the Lessor of all amounts then due to the Lessor, including reasonable counsel fees, court
costs and disbursements incurred by the Lessor in connection with any such default and
termination as well as in connection with the execution, delivery and recordation of such
new Lease, less the net income collected by the Lessor subsequent to the date of termination
of this Lease and prior to the execution and delivery of the new Lease, and any excess of
such net income over the aforesaid sums and expenses to be applied in payment of the Rent
thereafter becoming due under such new Lease.
Any new Lease referred to in this Section lS.01(d) shall not require any
execution, acknowledgement or delivery by the Lessor in order to become effective as
against the Lessee (or any Sublessees) and the Lessee (and any Sublessees) shall be deemed
to have executed, acknowledged and delivered any such new Lease immediately upon
receipt by the Lessor; and such new Lease shall be accompanied by (i) payment to the
Lessor of all amounts then due to the Lessor of which the leasehold mortgagee(s) shall
theretofore have received written notice; and (ii) an agreement by the leasehold
mortgagee(s) to pay all other amounts then due to the Lessor of which the leasehold
mortgagee(s) shall not theretofore have received written notice. In addition, immediately
upon receipt by the Lessor such new Lease, as provided in this Section lS.01(d), the Lessor,
where appropriate to the circumstances, shall be deemed to have executed, acknowledged
and delivered to the leasehold mortgagee(s) an assignment of all Subleases covering the
Demised Premises which theretofore may have been assigned and transferred to the Lessor
and all Subleases under which Sublessees shall be required to attorn to the Lessor pursuant
to the terms and conditions of such Subleases or this Lease. Such assignment by the Lessor
shall be deemed to be without recourse as against the Lessor. Within ten (10) days after a
written request therefore by the leasehold mortgagee(s), such assignment or assignments
shall be reduced to a writing in recordable form and executed, acknowledged and delivered
Page 24 of 38
by the Lessor to the leasehold mortgagee(s).
(e) The Initial Lessee's leasehold mortgagee(s) may become the legal
owner and holder of this Lease by foreclosure of its (their) mortgagees) or as a result of the
assignment of this Lease in lieu of foreclosure, which shall not require Lessor's consent,
whereupon such leasehold mortgagee(s) shall immediately become and remain liable under
this Lease as provided in Section 15.01(f) below.
(f) In the event that a( ) leasehold mortgagee(s) shall become the owner or
holder of the Lessee's interest by foreclosure of its (their) mortgagees) or by assignment of
this Lease in lieu of foreclosure or otherwise, the term "Initial Lessee," as used in this Lease,
means only the owner or holder of the Lessee's interest for the time period that such
leasehold mortgagee(s) is (are) the owner or holder of the Lessee's interest. Accordingly, in
the event of a sale, assignment or other disposition of the Initial Lessee's interest in this
Lease by the leasehold mortgagee(s), where leasehold mortgagee(s) took title or ownership
of or to any or all of the Initial Lessee's interest in the Lease and/or any portion of the
Demised Premises as a result of foreclosure or acceptance of an assignment in lieu thereof,
the leasehold mortgagee(s) shall be entirely freed and relieved of all covenants and
obligations of performance relating to construction, marketing and transfer to Sublessees
and it shall be deemed and construed, without further agreement between the Lessor and
the mortgagee(s), or between the Lessor, the mortgagee(s) and the mortgagees'
purchaser(s) or assignee(s) at any such sale or upon assignment of Initial Lessee's interest
by the leasehold mortgagee(s), that the purchaser(s) or assignee(s) of Initial Lessee's
interest has assumed and agreed to carry out any and all covenants and obligations of Initial
Lessee, including but not limited to the construction, maintenance and management of the
Affordable Housing Units contemplated herein. In no event shall any protections afforded
the leasehold mortgagee(s) under this Lease be construed to permit eventual use of the
Demised Premises for purposes inconsistent with this Lease or the Affordable Restrictions.
(g) Within ten (10) days after Lessor's receipt of written request by Initial
Lessee or by Initial Lessee's leasehold mortgagee(s), or after receipt of such written request
in the event that upon any sale, assignment or mortgaging of Initial Lessee's interest in this
Lease by Initial Lessee or Initial Lessee's leasehold mortgagee(s), an offset statement shall
be required from the Lessor, and the Lessor agrees to deliver in recordable form a certificate
to any proposed leasehold mortgagee(s), purchaser(s), assignee(s) or to Initial Lessee,
certifying (if such be the case) (i) that this Lease is in full force and effect; (ii) that the
Lessor has no knowledge of any default under this Lease, or if any default exists, specifying
the nature of the default; and (iii) that there are no defenses or offsets which are known and
may be asserted by the Lessor against the Lessee with respect to any obligations pursuant to
this Lease.
(h) So long as the Initial Lessee's interest in this Lease shall be mortgaged
to a leasehold mortgagee(s), the parties agree for the benefit of such leasehold
mortgagee(s), that they shall not surrender or accept a surrender of this Lease or any part of
it, nor shall they cancel, abridge or otherwise modify this Lease or accept material
prepayments of installments of Rent to become due without the prior written consent of
such mortgagee(s) in each instance.
Page 25 of 38
(i) Reference in this Lease to acquisition of the Initial Lessee's interests in
this Lease bythe() leasehold mortgagee(s) shall be deemed to refer, where circumstances
require, to acquisition of the Initial Lessee's interest in this Lease by any purchaser at a sale
of foreclosure by the leasehold mortgagee(s) and provisions applicable to the leasehold
mortgagee(s) in such instance or instances shall also be applicable to any such purchaser(s).
G) So long as the Initial Lessee's interest in this Lease shall be mortgaged
to a( ) leasehold mortgagee(s), the parties agree for the benefit of such leasehold
mortgagee(s) that the Lessor shall not sell, grant or convey to the Initial Lessee all or any
portion of the Lessor's fee simple title to the Demised Premises without the prior written
consent of such leasehold mortgagee(s). In the event of any such sale, grant or conveyance
by the Lessor to the Initial Lessee, the Lessor and the Lessee agree that no such sale, grant
or conveyance shall create a merger of this Lease into a fee simple title to the Demised
Premises. This subparagraph G) shall not be construed to prevent a sale, grant or
conveyance of the Lessor's fee simple title by the Lessor to any person, firm or corporation
other than the Initial Lessee, its successors, legal representatives and assigns, so long as this
Lease is not terminated.
(k) Reference in this Lease to the Initial Lessee's leasehold mortgagee(s)
shall be deemed to refer where circumstances require to the leasehold mortgagee(s)'s
assignee(s); provided that such assignee(s) shall record proper assignment instruments in
the Public Records of Monroe County, Florida, together with written notice setting forth the
name and address of the assignee(s).
(1) In conjunction and contemporaneously with the sale or transfer of each
Affordable Housing Unit, leasehold mortgagee(s) shall make arrangement to ensure the
release of any and all applicable portions of its (their) mortgagees) on the entire Demised
Premises so as to grant clear title to the Sublessee. The details and release payment
requirements shall remain within the reasonable business discretion of the Initial Lessee
and the leasehold mortgagee(s).
(m) Lessor shall be entitled, in the event of any of the foregoing
circumstances or events set forth in this Paragraph 15.01, to elect to deal primarily or
exclusively with a mortgagee whose position is primary or in first order of priority with
respect to foreclosable interests or rights according to the laws of the State of Florida or as
contractually agreed by and among multiple mortgagees, where there are such.
The following sections are deleted but shown for record purposes.
Section IF;.02 Permitted Mortgages for Sublessees (Unit O"Al1ers). The Lessee shall
ineorporate the follov.ing into its sublease:
The indhidual.L\ff-ordable Housing Unit OV.l1ers/Sublessees shall ha"/e the right to
eneumber by mortgage their interests in any Sublease, improy/ements or any associated
portions of the Demised Premises related to their interests in the indhidual .L\tIordable
Housing Units to a FederaJ or State Sa\ings Loan .L\ssociation, Bank, Trust Company or
similar lending institution, subject to the follov.ing requirements:
Page 26 of 38
(a) The mortgagees) eneumbering the ~\ffordable Housing Unit shan not
exceed 100~G of the maximum ano\\'Uble saJe priee of the ~\ffordable Housing Unit as set
forth in the Affordable Restrietions;
(b) Sublessees shall not be entitled to mortgage their respective leasehold
interests in the event the terms of the note, \\?hieh is seeured by the mortgage, may result in
negati".~ amortization, unless othen\ise appru'..~d by Lessor;
( e) For informational and record keeping purposes, Sublessees shalJ present
to Lessor (i) a eopy of appro",'UI(s) for loans eneumbering their ~\ffordable Housing Unit
"Aithin five (5) business days after sueh loans arc approved, and (ii) no sooner than five (5)
business days before the seheduled loan closing date, a copy of the o\vner's and/or any
lender's title insuranee commitment. Lessor's failure to approve or objeet to any of the
foregoing doeuments prior to the closing of a rele~lant loan shall not preelude elosing of the
relevant loan and shall not constitute an opinion or confirmation by Lessor that the
corrcsponding loans or title insurance polieies eom ply", vith or conform to the requirements
of this Lease or the ~\ffordable Restrietions, nor constitute any ".vai".~r or relinquishment of
Lessor's rights to enforce same;
(d) In the event of foreclosure sale by a Sublessee's mortgagce or the dcli".~ry
of an assignment or other eOn'le)'Unce to a Sublessee's mortgagee in lieu of foreclosure ":.ith
respect to any real property subject to the pru'..isions of this Lease, said mortgagee, or the
purehaser at foreelosure, shan complY"Aith the pro".isions of }.rticle XII. No sale of any
~\ffordable Housing Unit shall be permitted at an amount in exeess of that allo"Ncd under
the ~\ffordable Restrietions and shan otheF\\ise fully comply "/dth all applieable ~\ffordable
Restrietions. ~'\ny ~\ffordable Housing Unit accepted in lieu of foreclosure or as to "Nhich a
mortgagce intends to foreelose shan be subjeet to the Lessor's right of first refusal as set
forth in Article 12.05. Nothing herein shan preclude potential purchasers appro....~d by
Lessor from bidding at any foreclosure sale and, ".vhere successful, purchasing the subjeet
~\ffordable Housing Unit at the foreclosure sale price in accordance "/.ith ~^Jticle XII; and
(c) The parties reeognize that it "Nould be contrary to the fundamental
affordable housing eoneept of this Lease and an incenth~ to abuse Sublessce's authorization
to eneumber its leasehold interest ".\ith a mortgage if Sublessee could realize more in loan or
sale proeeeds than their permitted purehase or resale priee as a result of any transaction.
}~-ecordingly, Sublessee hereby irre~lOeably assigns to Lessor (or the Monroe County Housing
}~uthority or other Lessor designee) any and an net proceeds from the sale of any interest in
the Demised Premises remaining after payment of costs of foreclosure and satisfaetion of
the lien of any mortgage which ~Nould have othen'.ise been pa)'Uble to Sublessee, to the
extent such net proceeds exceed the net proceeds that Sublessee "Nould ha"/e reeei"led had
the interests been sold pursuant to the ~'\ffordable Restrietions. Sublessee hereby authorizes
and instruets the mortgagee or any party conducting the closing of a sale or through an
unauthorized transfer to pay the amount of said excess direetly to Lessor. In the event, for
any reason, sueh excess proceeds arc paid to Sublessee, Sublessee hereby agrees to promptly
pay the amount of sueh exeess to Lessor.
Page 27 of 38
ARTICLE XVI
Default
Section 16.01 Notice of Default. Lessee shall not be deemed to be in default under
this Lease in the payment of Rent or the payment of any other monies as herein required
unless Lessor shall first give to Lessee and any mortgagees ten (10) days written notice of
such default and Lessee or any other party on its behalf fails to cure such default within ten
(10) days of verifiable receipt of said notice.
Except as to the provisions or events referred to in the preceding paragraph of this
Section, Lessee and Mortagees shall not be deemed to be in default under this Lease unless
Lessor shall first give to Lessee and Mortagees thirty (30) days written notice of such
default, and Lessee fails to cure such default within the immediate thirty (30) day period
thereafter, or, if the default is of such a nature that it cannot be cured within thirty (30)
days, Lessee fails to commence to cure such default within such period of thirty (30) days or
fails thereafter to proceed to the curing of such default with all possible diligence.
Mortgagees shall be entitled to cure Lessee defaults on the same terms and conditions as
the Lessee.
Regardless of the notice and cure periods provided herein, in the event that more
rapid action is required to preserve any right or interest of the Lessor in the Demised
Premises due to any detrimental event or occurrence (such as, but not limited to, payment
of insurance premiums, actions to prevent construction or judgment lien foreclosures or tax
sales), then the Lessor is empowered to take such action and to request reimbursement or
restoration from the Lessee as appropriate.
Section 16.02 Default. In the event of any material breach of this Lease by Lessee,
Lessor, and after the necessary notice and cure opportunity provided to Initial Lessee and
other parties, in addition to the other rights or remedies it may have, shall have the
immediate right to terminate this Lease according to law. In any action by Lessor asserting
a violation of the Affordable Restrictions, Lessee shall have the burden of proof with respect
to such matter. Termination of the Lease, under such circumstances, shall constitute
effective, full and immediate conveyance and assignment to Lessor of all of the Demised
Premises, improvements and materials and redevelopment rights to and associated with the
Demised Premises and the Project, subject to mortgagee protection as provided herein.
Furthermore, in the event of any breach of this Lease by Lessee, Lessor, in addition to the
other rights or remedies it may have, shall have the immediate right of re-entry (as may be
lawfully conditioned per application of Chapter 83, Florida Statutes, as amended) and may
remove all persons and personal property from the affected portions of the Demised
Premises. Such property may be removed and stored in a public warehouse or elsewhere at
the cost of and for the account of Lessee, or where statutory abandonment or unclaimed
property law permits, disposed of in any reasonable manner by Lessor without liability or
any accounting therefore.
Included in this right of reentry, and subject to Initial Lessee's rights, if any, shall be
any instance wherein a Sublessee renounces the Lease or a Sublease or abandons all or any
Page 28 of 38
portion of the Demised Premises, in which case Lessor may, at its option, in an appropriate
case and subject to any rights of a mortgage holder, obtain possession of the abandoned
property in any manner allowed or provided by law, and may, at its option, re-Iet the
repossessed property for the whole or any part of the then unexpired term, receive and
collect all Rent payable by virtue of such reletting, and hold Sublessee liable for any
difference between the Rent that would have been payable under this Lease and the net
Rent for such period realized by Lessor, by means of such reletting. However, such Lessor
rights shall not abrogate a mortgagee's rights to the extent those rights do not conflict with
or injure Lessor's interests as established under this Lease. Personal property left on the
premises by a Sublessee may be stored, sold, or disposed of by Lessor, and Lessor accepts
no responsibility other than that imposed by law.
Should Lessor elect to re-enter, as herein provided, or should Lessor take possession
pursuant to legal proceedings or pursuant to any notice provided for by law, Lessor may
either terminate this Lease or it may from time to time, without terminating this Lease, re-
let the Demised Premises or any part thereof for such term or terms (which may be for a
term extending beyond the Term of this Lease) and at such Rent or Rents and on such other
terms and conditions as Lessor in its sole reasonable discretion may deem advisable with
the right to make alterations and repairs to the Demised Premises. On each such re-Ietting
Lessee shall be immediately liable to pay to Lessor, in addition to any indebtedness other
than Rent due under this Lease, the expenses of such re-Ietting and of such alterations and
repairs, incurred by Lessor, and the amount, if any, by which the Rent reserved in this Lease
for the period of such re-Ietting (up to but not beyond the term of this Lease) exceeds the
amount agreed to be paid as Rent for the Demised Premises for such period of such
re-Ietting.
Notwithstanding any such re-Ietting without termination, Lessor may at any time
thereafter elect to terminate this Lease for such previous breach. Should Lessor at any time
terminate this Lease for any breach, in addition to any other remedy it may have, Lessor
may recover from Lessee all damages incurred by reason of such breach, including the cost
of recovering the Demised Premises, which amounts shall be immediately due and payable
from Lessee to Lessor.
Section 16.0~ Lessor's Right to Perform. In the event that Lessee, by failing or
neglecting to do or perform any act or thing herein provided by it to be done or performed,
shall be in default under this Lease and such failure shall continue for a period of thirty (30)
days after receipt of written notice from Lessor specifying the nature of the act or thing to
be done or performed, then Lessor may, but shall not be required to, do or perform or cause
to be done or performed such act or thing (entering on the Demised Premises for such
purposes, with notice, if Lessor shall so elect), and Lessor shall not be or be held liable or in
any way responsible for any loss, inconvenience or annoyance resulting to Lessee on
account thereof, and Lessee shall repay to Lessor on demand the entire expense thereof,
including compensation to the agents and employees of Lessor. Any act or thing done by
Lessor pursuant to the provisions of this section shall not be construed as a waiver of any
such default by Lessee, or as a waiver of any covenant, term or condition herein contained
or the performance thereof, or of any other right or remedy of Lessor, hereunder or
otherwise. All amounts payable by Lessee to Lessor under any of the provisions of this
Page 29 of 38
Lease, if not paid. when the amounts become due as provided in this Lease, shall bear
interest from the date they become due until paid at the highest rate allowed by law. Lessor
shall have the same rights set forth in this Section with respect to any future subinterest
holder's respective portion of the Demised Premises.
Section 16.04 Default Period. All default and grace periods shall be deemed to run
concurrently and not consecutively.
Section 16.0Fi. Affordable Restrictions. In the event the Lessee or sublessee fails to
comply with the Affordable Restrictions at any given time or any portion of the Demised
Premises is used for purposes other than affordable housing by an interest holder of such
portion, as they pertain to their respective interests in or portions of the Demised Premises,
such an occurrence will be considered a material default by the offending party. Should the
foregoing type of use default occur with respect to only one or more subtenants' portion(s)
of the Demised Premises, then the default termination provisions provided for in this
subsection, shall apply only to those subtenant(s) and sublease(s) in default. In the
foregoing event, Lessor (or the Initial Lessee (or its assigns) in the event of and with respect
only to a default by a particular Sublessee) may terminate the subleases and tenancies
involved, as the case may be, subject to Lessor's compliance with any applicable default
notice provisions provided elsewhere in this Lease and Lessee's, and Mortgagees applicable
cure rights, if any. Lessee hereby agrees that all occupants shall use the Leased Premises
and Improvements for affordable residential purposes only and any incidental activities
related to the residential use as well as any other uses that are permitted by applicable
zoning law and approved by Lessor.
ARTICLE XVII
Repair Obligations
Section 17.01 Repair Obligations. During the continuance of this Lease the Lessee,
and every Sublessee with respect to their leased or purchased portions of the Demised
Premises, shall keep in good state of repair any and all buildings, furnishings, fixtures,
landscaping and equipment which are brought or constructed or placed upon the Demised
Premises by the Lessee, and the Lessee shall not suffer or permit any strip, waste or neglect
of any building or other property to be committed, except for that of normal wear and tear.
The Lessee will repair, replace and renovate such property as often as it may be necessary in
order to keep the buildings and other property which is the subject matter of this Lease in
first class repair and condition. Additionally, Lessor shall not be required to furnish any
services or facilities, including but not limited to heat, electricity, air conditioning or water
or to make any repairs to the premises or to the Affordable Housing Units.
ARTICLE XVIII
Additional Covenants of Lessee/Lessor
Section 18.01 Legal Use. The Lessee covenants and agrees with the Lessor that the
Page 30 of 38
In no event shall hazardous waste be disposed of in or about the Demised Premises. For
purposes herein, the term hazardous materials or substances shall mean any hazardous,
toxic or radioactive substance material, matter or waste which is or becomes regulated by
any federal, state or local law, ordinance, order, rule, regulation, code or any other
governmental restriction or requirement and shall include petroleum products and asbestos
as well as improper or excessive storage or use of common household cleaning and
landscaping chemicals, pesticides, batteries and the like, and those materials defined as
hazardous substance or hazardous waste in the Comprehensive Environmental Response
Compensation and Liability Act and/or the Resource Conservation and Recovery Act.
Lessee shall notify Lessor immediately of any known discharge or discovery of any
hazardous waste at, upon, under or within the Demised Premises. Lessee shall, at its sole
cost and expense, comply with all remedial measures required by any governmental agency
having jurisdiction, unless such discharge is caused by Lessor or any of its agents or
employees.
Lessor and Initial Lessee hereby warrant and represent that to the best of their
knowledge, the Demised Premises is free of any hazardous waste. Lessor shall be liable for
environmental damages according to the extent made so by law for periods following its
taking possession of the Demised Premises upon the Effective Date.
Section 18.06 Recordation. Lessee, or Lessor at Lessee's cost, within five (5)
business days after execution of this Lease, shall record a complete, true and correct copy of
the Lease and any addenda or exhibits thereto and any Related Agreement(s) in the Public
Records of Monroe County, Florida and shall provide Lessor with the written Clerk's receipt
of the book and page number where recorded and the original Lease and Related
Agreement(s) after recordation.
ARTICLE XIX
Representations. Warranties of Title and Ouiet Enjoyment
and No Unlawful or Immoral Purpose or Use
Section 1Q.01 Representations. Warranties of Title and Ouiet Enjoyment. Lessor
represents and warrants that to its knowledge, there are no material claims, causes of action
or other proceedings pending or threatened in respect to the ownership, operation or
environmental condition of the Demised Premises or any part thereof. Additionally, the
Lessor and Lessee covenant and agree that so long as the Lessee keeps and performs all of
the covenants and conditions required by the Lessee to be kept and performed, the Lessee
shall have quiet and undisturbed and continued possession of the Demised Premises from
claims by Lessor.
Section 1Q.02 No Unlawful or Immoral Purpose or Use. The Lessee, as long as it
has any interest in or to any portion of the Demised Premises, shall not occupy or use such
portion for any unlawful or immoral purpose and will, at Lessee's sole cost and expense
during such period of interest, conform to and obey any present or future ordinance and/or
Page 32 of 38
rules, regulations, requirements and orders of governmental authorities or agencies
respecting the use and occupation of the Demised Premises.
ARTICLE XX
Miscellaneous
Section 20.01 Covenants Running with Land. All covenants, promises, conditions
and obligations contained herein or implied by law are covenants running with the land
and, except as otherwise provided herein, shall attach and bind and inure to the benefit of
the Lessor and Lessee and their respective heirs, legal representatives, successors and
assigns, though this provision shall in no way alter the restrictions on assignment and
subletting applicable to Lessee hereunder. The parties agree that all covenants, promises,
conditions, terms, restrictions and obligations arising from or under this Lease and the
Affordable Restrictions benefit and enhance the communities and neighborhoods of
Monroe County and the private and public lands thereof, and have been imposed in order to
assure these benefits and enhancements for the full Term of this Lease. It is intended,
where appropriate and to serve the public purposes to be furthered by this Lease, that its
provisions be construed, interpreted, applied and enforced in the manner of what is
commonly referred to as a "deed restriction."
Section 20.02 No Waiver. Time is of the essence in the performance of the
obligations of the parties hereto. No waiver of a breach of any of the covenants in this Lease
shall be construed to be a waiver of any succeeding breach of the same covenant.
Section 20.0~ Written Modifications. No modification, release, discharge or waiver
of any provisions hereof shall be of any force, effect or value unless in writing signed by the
Lessor and Lessee, or their duly authorized agents or attorneys, and signed also by any
mortgagee or their duly authorized agents or attorneys, as long as such mortgagee has both
(i) filed in Public Records of Monroe County, Florida, a "Certificate of Notice" of their
interest in this Lease and or the Demised Premises, said certificate setting forth complete
and current contact information, the real estate parcel number assigned to the Demised
Premises and the G.R. Records Book and Page Number of the first recorded page of this
Lease, and (ii) provided a copy of the recorded certificate to the Lessor at its notice
address ( es) via certified mail, return receipt requested, or by national overnight tracked and
delivery-receipt courier service, and unless otherwise required to be "received", it shall be
deemed given when deposited in the United States mails or with the courier service with
postage or courier fees prepaid. .
Section 20.04 Entire Agreement. This Lease, including the Preamble and any
written addenda and all exhibits hereto (all of which are expressly incorporated herein by
this reference) shall constitute the entire agreement between the parties with respect to this
instrument as of this date. No prior written lease or prior or contemporaneous oral
promises or representations shall be binding.
Page 33 of 38
Section 20.0~ Notices. If either party desires to give notice to the other in
connection with and/or according to the terms of this Lease, such notice shall be given by
certified mail return receipt requested or by national overnight tracked and delivery-receipt
courier service, and unless otherwise required to be "received", it shall be deemed given
when deposited in the United States mails or with the courier service with postage or
courier fees prepaid. Nothing herein contained shall be construed as prohibiting the parties
respectively from changing the place at which notice is to be given, or the addition of one
additional person or location for notices to be given, but no such change shall be effective
unless and until it shall have been accomplished by written notice given in the manner set
forth in this Section. Notification of default or requests to modify this Lease shall also be
provided according to the foregoing methods to any mortgagee of the Lessee that has
complied with the provisions of Section 20.03, above. Notification to Lessor and Initial
Lessee shall be as set forth herein, to both of the following offices, unless a different method
is later directed as prescribed herein or by the Affordable Restrictions:
Initial Lessee: Lessor:
Executive Director County Administrator
Habitat for Humanity of Key West Monroe County
and the Lower Florida Keys,lnc. Gato Building
30233 Overseas Highway 1100 Simonton Street
Big Pine Key FL 33043 Key West, FL 33040
and
MONROE COUNTY ATTORNEY
PO Box 1026
Key West, Florida 33041
Tel. 305-292-~4 70
Section 20.06 Joint Liability. If the parties upon either side (Lessor and Lessee)
consist of more than one person, such persons shall be jointly and severally liable on the
covenants of this Lease.
Section 20.07 Liability Continued: Lessor Liability. All references to the Lessor and
Lessee mean the persons who, from time to time, occupy the positions, respectively, of
Lessor and Lessee. In the event of an assignment of this Lease by the Lessor, except for
liabilities that may have been incurred prior to the date of the assignment or as specifically
dealt with differently herein, the Lessor's liability under this Lease shall terminate upon
such assignment. In addition, the Lessor's liability under this Lease, unless specifically
dealt with differently herein, shall be at all times limited to the Lessor's interest in the
Demised Premises.
Section 20.08 Captions. The captions used in this Lease are for convenience of
reference only and in no way define, limit or describe the scope or intent of or in any way
Page 34 of 38
affect this Lease.
Section 20.0Q Table of Contents. The index preceding this Lease under the same
cover is for the purpose of the convenience of reference only and is not to be deemed or
construed in any way as part of this Lease, nor as supplemental thereto or amendatory
thereof.
Section 20.10 Governing Law. Venue. This Agreement shall be construed under the
laws of the State of Florida, and the venue for any legal proceeding to enforce or determine
the terms and conditions of this Lease shall be in Circuit Court for the 16th Judicial Circuit,
Monroe County, Florida.
Section 20.11 Holding Over. Any holding over after the expiration of the Term of
this Lease, with consent of Lessor, shall be construed to be a tenancy from month to month,
at twice the monthly Rent as required to be paid by Lessee for the period immediately prior
to the expiration of the Term hereof, and shall otherwise be on the terms and conditions
herein specified, so far as applicable.
Section 20.12 Brokers. Lessor and Lessee covenant, warrant and represent that no
broker was instrumental in consummating this Lease, and that no conversations or
negotiations were had with any broker concerning the renting of the Demised Premises.
Lessee and Lessor agree to hold one another harmless from and against, and agree to
defend at its own expense, any and all claims for a brokerage commission by either of them
with any brokers.
Section 20.1~ Partial Invalidity. If any provision of this Lease or the application
thereof to any person or circumstance shall at any time or to any extent be held invalid or
unenforceable, the remainder of this Lease or the application of such provision to persons
or circumstances other than those as to which it is held invalid or unenforceable shall not be
affected thereby.
Section 20.14 Force Majeure. If either party shall be delayed, hindered or prevented
from the performance of any act required hereunder by reason of strikes, lockouts, labor
trouble, inability to procure material, failure of power, riots, insurrection, severe tropical or
other severe weather events, war or other reasons of like nature not the fault of the party
delayed, in performing work or doing acts required under this Lease, the period for the
performance of any such act shall be extended for a reasonable period. Economic hardship
shall not be considered a basis for such extension.
Section 20.1F\ Lessor/Lessee Relationship. Non-Reliance by Third Parties. This
Lease creates a lessor/lessee relationship, and no other relationship, between the parties.
This Lease is for the sole benefit of the parties hereto and, except for assignments or
Subleases permitted hereunder and to the limited extent thereof, no other person or entity
shall be a third party beneficiary hereunder. Except as expressly provided under this Lease
or under the Affordable Restrictions, no person or entity shall be entitled to rely upon the
terms, or any of them, of this Lease to enforce or attempt to enforce any third-party claim or
entitlement to or benefit of any service or program contemplated hereunder, and the Lessor
Page 35 of 38
and the Lessee agree that neither the Lessor nor the Lessee or any agent, officer, or
employee of either shall have the authority to inform, counsel, or otherwise indicate that
any particular individual or group of individuals, entity or entities, have entitlements or
benefits under this Lease separate and apart, inferior to, or superior to the community in
general or for the purposes contemplated in this Lease.
Section 20.16 Contingencies. Initial Lessee's obligations to proceed with and
complete the project under this Lease Agreement is contingent upon Initial Lessee
obtaining construction financing and all necessary permits to build the Affordable Housing
Unites) described herein within the time specified. Termination of the Lease under such
circumstances shall constitute effective, full and immediate conveyance and assignment to
Lessor of all of the Demised Premises, improvements, interests in and materials and
redevelopment rights to and associated with the Demised Premises and the Project, subject
to mortgagee protection as provided herein.
Section 20.17 Radon Gas Notification. Radon is a naturally occurring radioactive
gas that, when it has accumulated in a building in sufficient quantities, may pose health
risks to persons who are exposed to it over time. Levels of radon that exceed federal and
state guidelines have been found in buildings. Additional information regarding radon and
radon testing may be obtained from your county health unit. Lessor shall not be
responsible for radon testing for any persons purchasing, leasing or occupying any portion
of the Demised Premises, and all owners, Lessees and Sublessees shall hold Lessor harmless
and indemnify Lessor for damages or claims related thereto and release Lessor from same.
Section 20.18 Mold Disclosure. Mold is a naturally occurring phenomenon that,
when it has accumulated in a building in sufficient quantities, may pose health risks to
persons who are exposed to it over time. Mold has been found in buildings in Monroe
County. There are no measures that can guarantee against mold, but additional
information regarding mold and mold prevention and health effects may be obtained from
your county health unit or the EP A or CDC. Lessee and Sublessees accept responsibility to
inspect for mold and take measures to reduce mold. Lessor shall not be responsible for
mold testing for any persons purchasing, leasing or occupying any portion of the Demised
Premises, and all owners, Lessees and Sublessees shall hold Lessor harmless and indemnify
Lessor for damages or claims related thereto and release Lessor from same.
Section 20.1Q Subsequent Changes in Law or Regulation. Where a change can
reasonably be applied to benefit, enhance or support Lessor's affordable housing goals,
objectives and policies, Lessor shall have the right to claim the benefit from any subsequent
change to any applicable state or federal law or regulation that might in any way affect this
Lease, the Affordable Restrictions, any Related Agreements or their respective application
and enforceability, without limitation. In such instance, this Lease shall be construed or,
where necessary, may be reformed to give effect to this provision.
Section 20.20 Government Purpose. Lessor, through this Lease and the Affordable
Restrictions, furthers a government housing purpose, and, in doing so, expressly reserves
and in no way shall be deemed to have waived, for itself or its assigns, successors,
employees, officers, agents and representatives any sovereign, quasi-governmental and any
Page 36 of 38
other similar defense, immunity, exemption or protection against any suit, cause of action,
demand or liability.
Section 20.21 Breach of Related Agreements/Remedies. To the extent that any
purchase and sale or Related Agreement relating to the Demised Premises incorporates,
relates to and/or is contingent upon the execution of and/or any performance under this
Lease, any material breach under such other agreement shall be a material breach of this
Lease and any material breach under this Lease shall be a material breach of such other
agreement. Moreover, the parties agree that any remedy available for any breach under this
Lease or any Related Agreements shall be cumulatively or selectively available at Lessor's
complete discretion, with any election to avail itself or proceed under any particular
remedial mechanism in no way to be construed as a waiver or relinquishment of Lessor's
right to proceed under any other mechanism at any time or in any particular sequence.
Section 20.22 Supplemental Administrative Enforcement. Lessor, or its
appropriate agency, may establish under the Affordable Restrictions, as amended from
time to time during the Term of this Lease, such rules, procedures, administrative forms of
proceedings and such evidentiary standards as deemed reasonable within Lessor's
legislative prerogative, to implement enforcement of the terms of this Lease and similar
leases and the Affordable Restrictions. Such forums may include but in no way be limited
to use of Code Enforcement procedures pursuant to Chapter 162, Florida Statutes, to
determine, for and only by way of one example, and not as any limitation, the facts and legal
effect of an allegedly unauthorized" offer to rent", or, for another example, an unauthorized
"occupancy." However, nothing herein shall be deemed to limit Lessor, Initial Lessee or any
mortgagee from access to an appropriate court of competent jurisdiction where the
resolution of any dispute would be beyond the competence or lawful jurisdiction of any
administrative proceeding.
Section 20.2~ Exceptions to Lease/Rental Prohibition. Under this Lease, rental of
Affordable Housing Units is not prohibited. Lessor or its designee, in its sole discretion,
shall have the right to adopt as part of future Affordable Restrictions provisions to allow
Sublessees the limited privilege to rent or lease their Affordable Housing Units to qualified
persons. Requests for such approval shall be made in accordance with such procedures
Lessor may in the future choose to adopt. It is contemplated, though not promised or
required, that certain limited rental provisions may be adopted in the future for
circumstances such as, for example, but without limitation:
(a) A Sublessee's required absence from the local area for official military duty.
(b) An illness that legitimately requires a Sublessee to be hospitalized for an
extended period.
( c) A family emergency legitimately requiring a Sublessee to leave the Keys for a
period longer than thirty (30) days.
Lessor, in its discretion, shall have the right to amend, modify, extend, rescind,
decrease or terminate any such exceptions under this Section 20.23 or the Affordable
Page 37 of 38
STATE OF FLORIDA
COUNTY OF MONROE
A The foregoing instrument was )lCknowle!hed before me this Ida ~ 2l _ ,
t< q u S I- , 2009, by Out'J? 1(<" 'U/7I '" 'v , as President of 1/ PI;h1 1?14 /1/1- ~ M-I ,
who is [ %ersonally known to me, or w 0 [ ] has produced a I !..tJ~ $7s
drivers license as identification.
6:;;d ~
Notary Public 6/r0J 0/,/,'11 t1
Restrictions at any time.
Section 20.24 Drafting of Lease and any Related Agreement. The parties
acknowledge that they jointly participated in the drafting of this Lease and any Related
Agreements with the benefit of counsel, or had the opportunity to receive such benefit of
counsel, and that no term or provision of this Lease or a Related Agreement shall be
construed in favor of or against either party based solely on the drafting of this Lease or the
Related Agreement.
Section 20.2F\ Lessor's Duty to Cooperate. Where required under this Lease or
Related Agreement, Lessor shall, to ensure the implementation of the public affordability
purpose furthered by this Lease, cooperate with reasonable requests of Initial Lessee,
Sublessees, mortgagees, title insurers, closing agents, government agencies and the like
regarding any relevant terms and conditions contained herein.
_,~;,~P~~~~~TNESS WHEREOF, the Less?r and the Lessee have hereunto set their hands
,~3~~~~t?f the day and year above wntten.
, " ~#EsT:
DANNYL. KOLHAGE, CLERK
.~
Deputy "Clerk
Witnesses:
(~~~/
LESSEE
HABITAT FOR HUMANITY OF KEY
WEST AND LOWER FLORIDA KEYS,
INC.
h,)/ k-'-I ~" ,Z - g {2/tp.iC ,-1
Print Name
(2;&)f~~iQ 8 (,~
p~~J:)l(',S. bAl~
President
A ~ J~<)~r't!/l1J.72--J'
/ ~ W/ fucce. Director
r ~d.~ WQ'~V
"""" EO' Q 0
....~\t:t".1.f.~ I een umn
g::.o~-.'.1~ Commission # 00545159
~~oo~4-{~ Expires April 26. 2010
',l,IV. f:\'" Bonded Troy Fain. Insurance, Inc 000-385-7019
Page 38 of 38
FmDU~
ACORDTM CERTIFICATE OF LIABILITY INSURANCE
THIS CERTIFICATE IS ISSUS) AS A MA ITER OF INFORMATION
ONLY AND CON~ NO RIGHTS UPON THE CERTIFICATE
HOLDER THIS CBUIFlCATE Doe; NOT AMEND, EXTfND OR
ALT~ THE COVERAGE AFFORDED BY THE POUCIES BaOW.
-,
Lockton Risk Services
P.O. Box 410679
Kansas City, MO 64141-0679
...8 8.8.:::SS.3=..iOQ2~. ..........__..._.......
INSURS) HFH of Key West'
Lower Florida Keys
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30320 Overseas Hwy
Bi Pine Ke , FL 33043
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
I SA" ........ "iT -....... ......... I .~._~~,;;;_....._---- I
GENERAL UABlLITY ~L106456S-09
fJ. COMMERCIAL GENER~L_.~IABllITV !
. .~ CLAIMS MADE D OCCUR
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INSURER E:
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-".~QI:).Y.f!:s...:_<:'9.M.'p'!..O!_~E.. .J_-~..o.O,o.f-Q.O.o.........
AUTOMOBILE LlABlUTY
....q..l ANY AUTO
ALL OWNED AUTOS
SCHEDULED AUTOS
HIRED AUTOS
NON.OWNED AUTOS
COMBINED SINGLE LIMIT
(Ea accldont)
GARAGE LlABIUTY
ANY AUTO
BODILY INJURY
(Per person)
800fL V INJURY I $
(Per aCcident)
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PROPERTY DAMAGE
(Per accident)
EXCEBSlUMBRB..LA LIABlUTY
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AUTO ONLY. EA ACCIDENT $
I OTHER THAN EA ACC S
I AUTO ONLY;
AGG $
$
$
$
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I EACH OCCURRENCE
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AGGREGATE
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RETENTION S
WORKERJ COM~SATION AND
B.1PlO~ LIABILITY
i ANY PROPRIETORlPARTNERIEXECUTIVE
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~1:6i:tl;~~~rs~s below
cmt~
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E.L. DISEASE - POLICV LIMIT $
DEBCRlPTION OF O~ TlQNS IlOCA TIONS I VeflCLEB I EXClUSIONS ADDED BY ENDORSB.1ENT I SPECIAL f'ROVlSlONS
Certificate Holder is listed as Additional rnsured with respect to General Liability Coverage for liability arising out of
ongoing operations performed by or on behal~ o~ named insured.
CfRTlRCA TE HOLDER
Monroe County Florida SHOUlD ANY OF THE ABOVE DEBCRlBBl POUOB3 BE CANC8.J..S) BEFORE THE EXPlRA nON
DATE THERB>F. THE ISSUING INSURER WILL e.JD9,VOR TO MAIL.l.O- DAYS WRTTEN
2798 Overseas Hwy NOTICE TO THE CBUlFlCATE HOI..O~ NAMS) TO THE La=r, BUT FAILURE TO DO SO SHALL
IMPOSE NO OB/.JGA TlON OR UABIUTY OF ANY KINO UPON THE INSUJe, ITS AGe.JTS OR
Marathon, FL 33050 RS:'RB3ENTATIVES.
AUTHORlZBJ ~ATlVE
(4 t,~~ --_.-.~
ACORD 25 0 .:-.. !~~1
CANC8J.A TION
(2 01/08)
08#7557667
1064565
@ ACORD CORPORATION 1988