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1st Revision 10/21/2009DANNY L, KOLHAGE CLERK OF THE CIRCUIT COURT DA TE: October 28, 2009 TO: Suzanne A. Hutton County Attorney A TTN: Kathy M. Peters Executive Assistant FROM: Isabel C. DeSantis, D. C. At the October 21, 2009 Board of County Commissioner's meeting, the Board granted approval and authorized execution a Revised Sub -Lease Agreement between Overseas Redevelopment Company, LLC & Flagler Village Limted Partnership, LTD. Enclosed is the fully -executed original of the above mentioned for your handling. cc: Finance File REVISED SUB -LEASE AGREEMENT BETWEEN OVERSEAS REDEVELOPMENT COMPANY, LLC & FLAGLER VILLAGE LIMTED PARTNERSHIP, LTD. THIS REVISED SUB -LEASE AGREEMENT is entered into this day of October, 2009 by and between Overseas Redevelopment Company, LLC, a Florida Limited Liability Company (hereinafter "Sub -Lessor") and Flagler Village Limted Partnership, Ltd., a Florida Limited Partnership (hereinafter "Sub -Lessee"). WHEREAS, Sub -Lessor is the lessee under that certain ground lease dated September 20, 2006 (and amended on April 15, 2009) between Sub -Lessor and Monroe County, a Political Subdivision of the State of Florida, as Lessor, for the real property located in Monroe County, Florida described on Exhibit "A" attached hereto (hereinafter referred to as the "Ground Lease," a true copy of which is attached hereto as Exhibit "B"); and WHEREAS, Section 12.01 of Article XII of the Ground Lease prohibits the assignment or sub -letting of the Demised Premises without the written consent of Monroe County; and WHEREAS, Sub -Lessor desires to sublease the Demised Premises to Sub -Lessee and Sub -Lessee desires to sublease the Demised Premises from Sub -Lessor on the terms and conditions contained herein; and WHEREAS, this Revised Sub -Lease Agreement shall correct and supersede the Sub - Lease Agreement entered into by the parties and dated August 6, 2009, which misspelled the legal name of the Sub -Lessee and contained other scrivener's errors (a true copy of which is attached hereto as Exhibit "C"); and WHEREAS, Monroe County, having reviewed the proposed sublease, desires to consent to the sublease. NOW THEREFORE, the parties do hereby say and agree as follows: 1. All of the above recitals are hereby incorporated into this Revised Sub -Lease Agreement. 2. Sub -Lessor hereby sub -leases to Sub -Lessee, and Sub -Lessee hereby sub -leases from Sub -Lessor, the Demised Premises under the Ground Lease. This Sub -Lease is contingent on Sub -Lessee obtaining an award and receiving funding for HC tax credits from the Florida Housing Finance Corporation. 3. Sub -Lessee hereby agrees to be bound by all of the terms of the Ground Lease, and hereby agrees to assume and perform all of the obligations of the Sub -Lessor under the Ground Lease. This Sub -Lease is intended to transfer site control to Sub -Lessee. 4. The term of this Revised Sub -Lease Agreement shall be concurrent with the remaining term under the Ground Lease. 5. The rent for the sub -lease shall be an initial lease payment of $1,000,000.00, then, as available from cash flow, an annual payment of not less than $1.00 per year and not to exceed $50,000.00 per year. 6. The Sub -Lessee shall be permitted to encumber the leasehold with a leasehold mortgage in order to complete the improvements to the land. The Lessor hereby consents to a leasehold mortgage for said purpose. 7. The Sub -Lessor (Overseas Redevelopment Company, LLC) is not released from its obligations under the Ground Lease. 8. This Revised Sub -Lease Agreement shall be governed by the Laws of the State of Florida. IN WITNESS WHEREOF, the parties have set their hand and seal the day and year written above. SUB -LESSOR: Overseas Redevelopment Company, LLC By:H-TRY C, its man er, by Tim J. Koenig, m6paging member S tt G. Oropeza, managing member Robert E. Highsm�h, managing member SUB -LESSEE: Flagler Village Limted Partnership, Ltd. By: Overseas GP, LLC, its general partner by H-TR L its manager, by f th J. oeni aging member Scott G. Oropeza, managing member Robert E.�I4ighsmith, managing member R CONSENT TO SUB -LEASE The undersigned hereby consents to this sub -lease. LESSOR: MONROE COUNTY B ATTEST: COUNTY ATTORNEY AP ` 0VED AS ODA laddowofta doom CD DEPUTY CLERK "EXHIBIT A toy LEGAL DESCRIPTION aLad , bo•n� iy��p�gy�Q aleo& 89. voa 3ets,and a paft of 66.�� us� � . � flat Book l � �a� as, �lio�s+a �� llvs'fda20 That porn po Of brat wm �claim" ' a � � �� laadt Be and », �� ofeudalWo. 3=-3l7s � ��i�d s�eosd�d � t8oes� e! ttoares �kY► lle see! a.17, P�,� !!W, o,r"}„� � • "EXHIBIT B oll This Tnsf- f7gment reps rect by 9 or unite r the direction- e r SUZ r,.AN L' T A : HUTTON , ESQ o FBN 3 3 61 2 Office o the County Att.orneyi P o 0. Box t 026 AMENDMENT NO. I TO GROUND LEASE Key West, FL OVERSEAS REDFVEL0PMENr1r,_'COMPAN�T9 y C 33041-1026 tea• 55r a THIS AMENDMENT NO. 1 TO GROUND LEASE is entered this 1 Sty' day of April, 2009 ' d1 Qo IJ CAM � by and between MONROE COUNTY ("Lessor") and OVERSEAS f�.EDEVELOPMENT C9 c o Go re COMPANY LLC("Lessee").a WHEREAS, on September 20, 2006, the parties entered into a ground lease for real property v 1• cn z o i located on Stock Island Monroe County, Florida, at Block 3 8, George L. McDonald's Plat, as Y g < � �' recorded in Plat Book 1, Page 55, and a portion of the adjacent First Avenue as previously F.2 abandoned, as recorded in the Official Records of Monroe County, Florida, at Book 537, page X r tO 937, and =o a rn's N N WHEREAS, the ground lease provided for the Lessee to construct 49 Affordable Housing o 3 Units; and WHEREAS, the parties have determined that it is in the best interests of both to clarify certain terms and modify other terms of said agreement; now therefore, IN CONSIDERATION OF THE COVENANTS AND PROMISES contained herein, the parties agree as follows: 1. The Ground Lease entered between the parties on September 20, ,2006, shall be amended as follows; A. The definition of "Affordable Restrictions" in Article I shall be amended to read: "Affordable Restrictions" shall mean the affordable or employee housing regulations as set forth in Chapter 9.5 and any other 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 sales price or rental rate for an Affordable Housing Unit to less than the specified sales price or rental rates for moderate income housing as set forth in the Land Development Regulations 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 w v Pr st N 41h &A �Ah 0 V o0 a� N N ORC, LLC Amend. 1 1 the Affor&b1P Restrictions, as amended from tilne to time (though not in conflict with LIHTC requireniens, ). Moreover, lessor may establish -Ji its Affordable Restrictions "means" or "assets" criteria than limit potential biuver or W eO 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 th1 s Lease and any Affordable Restrictions to ensure that the affordability of Affordable Housing Units and dedicated real property upon -a OD� which they are located is maintained and enforced such that any administrative `a rule, policy or interpretation thereof, made by Lessor or its designees relating to N the maximum total amount of consideration and cost permitted to be in any way w 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. In all cases of conflict between local and federal LIHTC rental, tenant eligibility and other guidelines, Lessee shall be entitled to adhere to governing federal (LIHTC) requirements without being deemed in breach of this Lease or the Affordable Restrictions. B. The definition of ""Project" in Article I shall be amended to read: "Project" shall mean the required development of the Demised -- Premises, primarily the required construction of 49 Affordable Housing Units for sale or rent at affordable rates, but also including related infrastructure, securing of required development approvals and permits, financing for the construction of the Affordable Housing Units, marketing/renting of the Affordable Housing Units and creation of any required governing Association. C. Section 6.01 shall be amended to read: Section 6.01 Lessee's Obligations. As additional Rent, and from the effective date to the commencement date, 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 ORC, LLC Amend. 1 2 shall be binding on Lessor. 1). The first paragraph of Section 9.01 shall be amended to rev.d Section 9.01 Indemnification by Lessee. During the Term of the Lease and during the period from the Effective Date to the Commencement Date, during which Lessee shall be entitled and obligated to maintain site control of and insurance for the Demised Premises for construction 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, except to the extent such claims may be caused by the gross negligence or intentional misconduct of the Lessor (or its agents or employees in the conduct of work for or at the direction of the Lessor) with respect only to any duty or obligation Lessor expressly assumes with respect to any portion of the Demised Premises, none of which duties and obligations are so assumed herein. 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. E. Section 14.01(a) shall be amended to read, effective as of the date of this Amendment No. 1: (a) Initial Lessee shall renew the building permits for the 49 Affordable Housing Units no later than November 30, 2009. For any reason of omission by Lessee which results in the building permits not being issued by November 30, 2009, a notice of default shall be issued by Lessor to the Lessee and the Mortgagee, after which notice the Lessee and Mortgagee, individually or jointly, have sixty (60) days within which to cure the default. If the building permits have not been issued by November 30, 2009, due to omission of Lessor, this Lease shall be amended a time commensurate with said omission. The Projects shall be substantially completed no later than November 30, 2010, unless there occurs a default which is cured or an extension is granted, in either case the November 30, 2010 date for substantial completion shall be extended by the amount of time of the cure or extension in the issuance of the building permits. Substantial completion shall mean either that (i) certificates of occupancy have been issued for at least 37 of the Affordable Housing Units or that the Lessee, at Lessee's expense, produces a certificate of 75 % completion of the Project, which certification shall be executed by a certified professional appraiser. If the Proj ect is not at least 75% complete at the required substantial completion date, a notice of default shall be issued by Lessor to the ORC, LLC Amend. 1 3 Lessee and the Mortgagee, after wh-ich notice the Lessee aild Mortgagee, individually or jointly, have sI XIV (60) days within which to cure the default. hi the event the Project is more than 75 complete but less than 100% completed by November 30, 2010, the Lessee shall have an additional two months, until January 31, 2011, to complete the construction of the project. Failure to have; certificates of occupancy for all 49 units by January 31, 2011, unless the date is adjusted pursuant to provisions of this section, shall constitute a default, which shall require notice to the Lessee and Mortgagee with 60 days to cure the default, jointly or individually. The foregoing limitations of time for Project progression may be extended by written agreement of the Parties. F. Section *14.03 shall be amended by adding the following sentence: Economic conditions, or the state of the local, state or national economy do not constitute forced delay which requires extension for performance of any provisions of this agreement. Lessee acknowledges that in the event that tax credit financing is not obtained, other financing of the Project shall be required in order to timely complete the Project. G. Section 20.14 shall be amended by adding the following sentence: Economic conditions or the inability to obtain y financing do not constitute a force maj eure for which an extension is required under this paragraph. 2. All other provisions of the ground lease agreement entered the 20th day of September, 2006, not inconsistent herewith, shall remain in full force and effect. WHEREOF, the Lessor and Lessee have hereunto set their hands and seal, April, 2009. lerk BO OF COUNTY COMMISSIONERS OF OE CO Y (LESS R) MAYOR GEORGUsIffIGENT W0 ev00 s� N 0 r 0 co 0w a� Z a_ �Q OVERSEAS REDEVELOPMENT COMPANY, LLC (LESSE By: Manager MONROE COUNTY OFFICIAL RECORDS ORC, LLC Amend. 1 4 LEASE BETWEEN MONROE COUNTY "LESSOR" AND OVERSEAS REDEVELOPMENT COMPANY, LLC "LESSEE" DATED SEPTEMBER 20, 2009 � LESSOR'S INITIAL S -LESSOR'S INITIALS Aw SUB-L SEE' S INITIAL LEASE BETWEEN MONROE COUNTY "LESSOR" AND OVERSEAS REDEVELOPMENT COMPANY, LLC "LESSEE" DATED SEPTEMBER 20, 2006 LESSOR'S INIT149 a T_ able of Contents Article Title Page No. I Definitions 3 jI Demised Premises 6 III Term 7 IV Rent 7 V Non -Subordination g VI Payment of Taxes 9 VII Mechanics' Liens 11 VIII Governing Lave, Cumulative Remedies 12 IX Indemnification of Lessor 13 X Insurance 14 XI Insurance Premiums 18 XII Assignment 18 XIII Condemnation 25 )HIV Construction 26 XV Mortgage Financing 28 XVI Default 33 XVII Repair Obligations 35 XVIII Additional Covenants of Lessee Lessor 36 XIX Representations, Warranties of Title andQuiet• 38 Enjoyment XX Miscellaneous 38 Page 2 of 52 GROUND LEASE AGREE MFNT THIS LEASE made and entered into in KeyWest Monroe • nroe County, Florida, on this day of S4L rM� V 20 ob, by and between MONROE CO fers the "Lessor" an VERSEAs REDEVELOPMENO (re ed to as T Co the " Lessee)MP�INY, LLC (referred to as . RECITALS WHEREAS, Lessor is the owner in fee simple of the property located at Monroe County, Florida, and more particularly „ , P y described on the attached Exhibit "A " (hereinafter "Property"); and WHEREAS, it is Lessor's intent that the Property be • housing P �Y developed to provide affordable sing for Monroe County; and, WHEREAS, Lessee desires to develop the Property and build and sell at least forty- nine (49) affordable housing units (provided allowed by County regulations and hereinafter the "Affordable Housing Units"), and Initial Lessee may rent lease any Units not sold to qualified owner -occupants; and, WHEREAS, in order to preserve the affordabilityo Pr ofthe Units to be developed on the Property, Lessor desires to lease the Property to Lessee for(99)• . P �Y ninety-nine years, subject to the Affordable Restrictions as set forth and 3 further defined herein; and, NOW THEREFORE, in consideration of themutual covenants and obligations contained herein, and in any contemporaneous R • • p elated Agreements between the parties, the receipt and sufficiency of which are herebyp ' acknowledged, the parties agree as follows: ARTICLE I Definitions "Affordable Housing Unit" shall mean a residential s dential housing unit that meets the moderate or lesser income requirements set • q forth in Chapter 9.5 and an other applicable sections of the Monroe CountyLand Development y pp elopment Regulations, as may be amend time to time without limitationY amended from of Lessor's complete legislative prerogatives, ' restrictions to encumber the . g p g i es, said Property for a term of ninety-nine (99) years. "Affordable Restrictions" shall mean the afforda ble or employee housing regulations as set forth in Chapter 9.5 and an lira � Y other a pp ble sections of the Monroe County Land Development Regulations or County�' Code, as hereinafter amended, except that in n ease the lawfully permissible P o event shall the Lessor decrease y isslble p sales pace for an Affordable HousingUnit to less than the specified sales price for modes ate income housing as set forth in the Land Page 3 of 52 Development Regulations in effect at the time• of execution of this Lease where the t effe upon an owner /Sublessee/mortgagee would be to divest such c -- which such Person reasonably person or entity ofvalue upon P bly and fairly relied to their detriment. Affordable Restrictions The substance of the Mons may be freely amended in the Lessor's 1 • Particularly with respect legislative discretion, Y p ct to administrative, monitoring and enforcement • any such amendment shallg ent mechanisms, but not materially diminish the lawful) • vested resale value. , y established and equitably or the reasonable alienability of an Afford • Lessor • tY able Housing Unit. However, may restrict Affordable Housing Unit resales and rent ' Housing" as de - rentals to use as "Employee g fined in the Affordable Restrictions • Moreover, , • as amended from time to time. Lessor may establish in its Affordable Restricts " • that limit potential buyer or °� means or assets criteria Po • • • y rental pools. Any such amendment shall n • • Lessee's responsibilities as set forthof increase Initial herein. It is the intent and and effect of this Lease and an purpose shall be the y Affordable Restrictions to ensure that t ' • Affordable Housin he affordability of g Units and dedicated real roe upon which • maintained an P .p' P° , ch they are located is d enforced such that any administrative rule, • . le, policy or interpretation thereof made by Lessor or its designees relatingto the ' cost er i , e maximum total amount of consideration and p sn tted.to be in any way involved in a purchase • not limited � P e or rental transaction (including but d to purchase price, lease assi assignment fe • • gn es, rents or any other compensation given or received in or outside of a related transaction) • • criteria� n� shall never exceed the affordabils reasonably established by Monroe Conn ty for the dwelling units involved. In eve ' ' �' case, the construction and interpretation of terms, conditions and restrictions imposed b Lease and the Affordability Restrictions shall be py this made in favor of an interpretation that ensures long term affordability benefits for the respective' i`i o housing resources inure to the benefit f Monroe County, its economy and its community character. "Association" shall mean the condominium • . ,homeowners or similar commune association customarily used in Tanned developments �' . P apments (including any contemplated herein to manage certain aspects of commune • • P } P community or planned development liven(e.g., infrastrumana ement rules a ' g infrastructure g and regulations, enforcement mechanisms • • • and recreational facilities. " mean the date when Initial Date" shall • •al Lessee receives a Certifi . Of Occupancy for the first Affordable Housing Unitcafe . "Demised Premises" shall mean the property • development of the Affordable Housing Units. • , g The Demised Premises isle all described on attached Exhibit A and depicted on attach " legally P attached Exhibit B .Demised Premises where the context requires and the construction i ' the De s most appropriate, shall also mean portions of Demised Premises and any improvements erected cted thereon. "Effective Date" shall mean the date this Lease i • • s fully executed and delivered b all parties and the date that the Lessee shall be entitledY P to begin to occupy the Demised Premises for purposes of development and construction • P coon of the Project. "Initial Lessee" means OVERSEAS RED � oft EL4PMENT COMPANY, LLC, developer he Affordable Housing Units, Page 4 of 52 "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 limitation to the Demised Premises, that an s, restrictions and/or other covenants of an n Y pursuant to this Lease Y , nature, whether established P s or by the Affordable Restrictions be given t enforceable cove � Sl he full force and effect of covenants running with the land, equitable servitudes and al • al and equitable re 1 other cognizable legal q al property conventions so as to ensure the • housingpurposes intended overall public affordable P rpo ended to be served, including appropriate a • enforcement the gapplication of cumulative ones. "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 CO or it • � s 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. ons. "Lessee" means the Initial Lessee and its suc cessors and assigns, including the Association created by Initial Lessee for the Unit o • • wners/tenants, as well as the individual Unit owners/tenants. "Project" shall mean there wired development • t q p nt of the Demised Premises, primarily he required construction of Affordable Housing P Y i sing Units as set forth in Article XIV, but also including related infrastructure, securing of required • g q red development approvals and rmits financing for the construction of the Afford � ' able Housing Units, marketing of the Afforda Housing Units and creation of an g ble y required governing Association. "Related Agreements" shall mean any purchase and sale or other agreement entered into with Monroe County contemporaneously an d in conjunction with this Lease and which is recorded. Related Agreements made to apply pp y to this Lease are set forth in Exhibit F. "Rent" shall mean an sum - y of money due to the Lessor under this Le reason. The term Rent as used Lease for any • herein, should not be misconstrued to re ' and distinguishing of rent re preclude definition g rental rates and other such other terms as ma Subleases and/or the Affordable maybe Provided for in / ordable Restrictions. "Sale" and Sell" as used herein shall be broadly' and liberally construed so as to encompass, where contextually appropriate,an ound - •• y ground subleasing, sale, grant, assignment or other conveyance of an interest in an o . y portion of the Demised Premises authorized pursuant to this Lease, but excludingan rental of an • be Y • Affordable Housing Unit (which may more particularly discussed herein or in the Affordabley Restrictions) and any security, mortgage, note or other interest of a form and �'' or hometype customarily used with purchase money equity loans. eY "Sublease" shall mean an combination ' of Y of instruments that grant, convey or otherwise transfer a possessory use and/or title Y / tie interest to any portion of the Demise d Page 5 of 52 Premises, but excluding rental of an Affordable�(which Housing LTrut may be more particularly discussed herein or in the Affordable Restrictions) -- es Actions) and any security, mortgage, note or other interest of a form and a customarily used ' • type y ed with purchase move or home equity loans. The tale or exact nomenclature used Y . ed to describe such instruments may v to suit particular circumstances and shall lie within Initial Y � . al Lessee's reasonable discretion and still remain within the meanie herein intended . g (e.g.,Ce.g.a deed of improvements ma in a given context be construed as an effective sublease for y the term purposes herein). It is intended that Sublease encompasses such instruments that e • . effectuate qualified end -user, title possession and/or use ofAffordable Housing Units developed ' . g eloped on the Demised Premises. A Sublease, as used herein, regardless of final form m and substance, must be approved b the Lessor, which approval shall not be unreasonablyY withheld. • • "Sublessee" or "owner" shall be broadly and ' • y liberally construed so as to mean an individual Affordable Housing Unit owner or • K , g �� tenant who, as of the Effective Date, would qualify for Employee Housing" as defined under . g der Chapter 9.5 of the Monroe CountyCode and who is gainfully employed in and d • derives at least seventypercent (70%) of their in from, Monroe County from the time of theirincome purchase (or rental as may provided for or allowed by this Lease) of an Affordable HoAdditionally, . using Unit. except as may be otherwise permitted by this Lease, in order to r eligible Y reside remain eligible to retain ownership of and to es de in their Affordable Housing Unit into retirement, • • • P • otherwise• . , g ement, in addition to complying with an applicable provisions in the Affordable Res g y Restrictions, purchasers of all Affordable Housing Units must for the five (5) ears immedia • Y immediately following their purchase continue to earn at least seventy percent (7o%) of their family the Co unty. inc ome from gainful employment within "Term" shall mean the Commencement Date and continuing for ninety-nine years thereafter, plus an agreed u (99) Y g upon extension of this Lease, and unless otherwise permitted by Lessor, all Subleases and rights g or Interests granted thereunder shall terminate at the end of the Term. ARTICLE II Demised Premises Section 2 01 T pccorps 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 the Initial Lessee hereby leases from the Lessor, the following described premises, situate, lying and being in Monroe County, Florida: See Attached Exhibits "A" and "B" Section 2.02 Conditions. The demise is likew ise made subject to the following: Page 6 of 52 (a) Conditions, restrictions and limitations, n• record; 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 east 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 any Related Agreements. ARTICLE III Term Section 3.oi 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 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 construction, as well as other activities related to the development and construction of the Project. As herein set forth, the Term will not commence until the first Affordable Housing Unit is completed and a certificate of occupancy has been issued for said first Affordable Housing Unit, said date to be evidenced by the Commencement Date Agreement that the parties will execute in substantially the same form as that set forth in Exhibit C hereto, upon completion of construction. 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 of Ten 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, provided that upon transfer of control of the Association by Initial Lessee, Lessor agrees to provide written notice of the Annual Base Rent to the Association at least ten (1o) business days prior to said Rent being due, which notice may be in the form of a single schedule of all rental due dates under the Term of the Lease duly recorded in the Public Records of Monroe County, Florida, with a copy of such schedule provided to the Lessee and Association. The form of such notice may be similar to that in Exhibit D, hereto. Page 7 of 52 - Section 4.02. All amounts payable under Section a4.01 hereof, as well as all other mounts payable by Lessee to Lessor under the terms of -- lawful m this Lease, shall be payable in money of the United States which shall be legal tender i dues, public and 'v g n Payment of all debts and P private, at the time of payment, each payment to be paid address set forth h P Ym p d to Lessor at the herein or at such other place within the continental limits States as Lessor shall of the United from time to time designate notice to Le • by Lessee. Except for an Income tax payable by the Lessor Lessee shall P Y pay any and all taxes, including any Local surcharge or other tax, on the Rent payable pursuant t • • otherwise set forth herein. P Y P o this Lease in addition to the sums Section 4..03. It is intended that the Rent sh all be absolutely net to Lessor throughout the Term, free of an taxes cosutilities,' Y , , ts, insurance expenses, liabilities charges or other deductions whatsoever, with re ' . _ . � sped to the Demised Premises and/or the ownership, leash , operation, g P , maintenance, repair, rebuilding, use or occupation the reof ereof. Section 4. off: All amounts a . . • payable by Lessee to Lessor under an of the provisions of this Lease, if not paid when due as � Y P vis ons provided for in this Lease, shall bear interest at the highest rate allowable under Florida law from ' m the time they become due until aid in full b Lessee. In addition, Lessee shall a a late(io%) P �' pay ,fee in the amount of ten percent of an amount due from Lessee to Lessor which is nOLO) P �' • of paid within ten days of the payment due date for any sums due for Rent and within thirty P � • rty (So) 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 • • g 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 a Rent pay any due hereunder. In the event that an check bank draft, order for payment or negotiable i Y ' and g instrument given to Lessor for any payment under this Lease shall be dishonored for an reason w • . y whatsoever not attributable to Lessor Lessor shall be entitled to charge Lessee an administrative ' . , strative charge of Fifty Dollars ($5o.00). In addition, Lessor shall be reimbursed b Lessee • . y for any costs incurred by Lessor as a result of said instrument being dishonored. ARTICLE V No -Su ordination Section 5.01 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. Page 8 of 52 ARTICLE VI Payment of Taxes and Utilities Section 6. of Lessee's Qbli ations. As additional Rent, the Lessee shall pay and discharg e, as they become due, promptly and before • delinquency, all taxes, assessments, water and sewer rents, rates and charges, transit taxesutilities, • . g � ,charges for public excises levees, licenses and permit fees and other governmental ' ordinary g ernmental charges, general and special, Binary and extraordinary, unforeseen and foreseen,• of any kind and nature whatsoever which at any time during the Term of this Le ' Lease may be assessed, levied, confirmed, imposed upon, or grove or become due and payable • . p ya out of or In respect of, or become a lien on, the Demised Premises, or otherwise arise outo • f the .revenues received by the Lessee from the sale of the Affordable HousingUnits • to Sublessees, or be associated with an document (to which the Lessee is a a creating y . party) ating or transferring an interest or estate ' the Demised Premises. With regard to special as in • g p assessments, if the right is given to a either in one sum or In installments, Lessee may elect pay 1 y either mode of payment and Lessee's election shall be binding on Lessor. Section 6.02 Subl see's ations. As additional i� tional Rent, any Sublessee shall a and discharge, as they become due Promptly � pay p raptly and before delinquency all taxes assessments, water and sewer rents q �'' ' • , rates and charges, transit taxes, charges for public utilities, excises, levees, licenses and permit g p t fees and other governmental charges, general and special, ordinaryand extraordinary) g ' g 1 nary, unforeseen and foreseen, of an kind and a whatsoever, which at any time Burin t y nature g he term of this Lease may be assessed levied, confirmed, imposed upon, or vv p grow or become due and payable out of or in res ec become a lien on, the Sublessee's p t of, or Interest in the Demised Premises, or otherwise arise out of the revenue received by Sublessee from the sale - . le of their Affordable Housing Unit or be associated with any document (to which the Sublesseeg ' • Is a party} creating or transferring an interest or estate in the respective portion of • p the Demised Premises. Section 6.oq Qbli ations Alter Nothing• herein shall require the Lessee to a municipal, state, or federal income taxes assessed a pay � against the Lessor, municipal, state, or federal capital levy, estate, gift, succession3 inheritance t nce or transfer taxes of the Lessor, or Lessor's legal representative, corporate franchise ' • rP hise taxes imposed upon an corporate owner of the fee of the Demised Premises • provided, y � . , p , ed, however, that if at any time Burin the term this Lease the methods of taxation g of 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, im ositions or charges now levied, assessed and im osed p p w holly or partially as a capital ital le or otherwise, on the rents received therefromp • �' , or of any tax, corporation franchise tax assessments, levy (including, but not limited to an municipal, ' imposition y municipal, state or federal levy), p or charge, or any part thereof, shall be measure d by or based in whole or in rt upon the Demised Premises and shall be imposed� upon the Lessor, then all such taxes assessments, levies, impositions or charges, or the art the ' be aid and d' g p thereof so measured or based, shall p discharged by the Lessee. All rebates on account of any taxes, rates, levies, Page 9 of 52 charges or assessments required to be ' q paid shall belong to Lessee. _Section 6-,,o4 of Pa ent. The � _ interestsLessee (and any Sublessee, as to their specific in the Demised Premises) shall a the pecc this Article pay e taxes and other charges as enumerated in VI and shall deliver official receipts evid ' (Sublessees shall onl d p encing such payment to the Lessor y eliver receipts as may be required b • which payment of q .y the Affordable Restrictions P Ym axes shall be made and the r �' before the tax ' receipts delivered, at least thirty (3o)daitself, would become delin �' � delinquent in accordance with the law then in force governing the payment of such tax or taxes. If - vale � however, the Lessee desires to coat validity of any tax or tax claim, the Lessee contest the may do so without being in default hereunder provided the Lessee gives the Lessor notice of the Lessee'nder, s intention to do so and furnishes the Lessor or the applicable governmental agency with a bond with a suret y made by a surety company qualified to do business in the State of Florida or pa cash to a recognized escrow agent in Monroe County,pays cognized one and one half (11/2) times the amount items intended to be contested c ' ' of the tax item or onditioned to pay such tax or tax items • thereof shall have been determined,when the validity and which written notice and bond shall be given by the Lessee to the Lessor equivalent cash or ' or, not later than sixty (60) days before the ' items proposed to be contested would otherwise� tax item become delinquent. Section L.oc;Lessee's Default. If the Les • of the a see shall fail, refuse or neglect to make an payments required in this Article, then the Lessor m Y pay the same and the may, but shall not be required to amount or amounts of money so paid, includingyeas ' fees and expenses which might b reasonable attorneys' g . e reasonably incurred because of or in connection such payments, together with interest o ��On �� n all such amounts, at the highest rate allowed hi law shall be repaid by the Lessee to g lowed by the Lessor, upon the demand of th payment thereof may be collected o e Lessor, and the r enforced by the Lessor in the same manner as though such amount were an installment of Rent ent specifically required by the terms of this Le paid by the Lessee to the Lessor, on u t Lease to p he day when the Lessor demands re thereof or reimbursement therefor of payment and from the Lessee; but the election o pay such taxes shall not waive the d f the Lessor to default thus committed b the Lessee. • the foregoing, Lessee shall have t Y Notwithstanding he right to contest any taxes and • against Lessee; and provided Lessee files the appropriate doassessments levied. documentation to cons ' or assessment, Lessee shall not be in default contest said tax . t of this Lease or obligated to a an in other penalties to Lessor. Nothing h pay Y interest or ass .. g herein shall be construed to prevent or inhibit essment measures and collection remedies it the lawfully available to an taxing authority. Y g rity. Section 6. Suble sees s Default. If a Su • Sublessee shall fail, refuse or neglect to m any of the payments required in this Article, g make c e, then the Lessor may, but shall not be ' to, pay the same, and the amount or amountsrequired attorneys' of money so paid, including reason fees and expenses which g able might be reasonably incurred because connection with such pa ents to se of or in Ym , gether with interest on all such amounts, rate allowed by law shall be re ts, at the highest paid by the Sublessee to the Lessor, thereof � upon the demand of the Lessor, and the payment ereof may be collected or enforced b manner as though such y the Lessor in the same g amount were an installment of Rents specifically terms of this Lease to be aid p tally required by the p by the Sublessee to the Lessor, upon demands repayment thereof � � 1� the day when the Lessor Ym f or reimbursement therefor of and fro m the Sublessee; but the Page 10 of 52 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 b.o? Proration. The foregoing g notwithstanding, the parties hereto underst and and agree that the taxes for the first ear(beginningy on the Effective Date) and the last year of the Term shall be proratedproportionately Le P between the Lessor and the Lessee. Section 6.08 ARDraiser to Recpect Effect of Affordable RPstrictionS. 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 portion(s) appraised. ARTICLE VII Mechanic's Liens Section 7.0i 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. 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 claimed or filed, it shall be the duty of the Lessee, or the Sublessee, to which the lien or claim is attributable, within thirty (go) 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 (go) 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. Page 11 of 52 Section �.oR Lessee's Default. If the Lessee ' its o shall fall, refuse, or neglect to perform obligations as required in this Article then t p . � he Lessor may, but shall not be aired to, pay any sums required to cause the Demised Premises� � be released and the Lessor's interest therein to from the legal effect of such claim and the • includingreasonable amount or amounts of money so paid, attorneys' fees and expenses which might be because of or i reasonably incurred • n connection with such payments, together with interest at the highest rate allowed b on all such amounts g y law, shall be repaid by the Lessee to t demand of the Lessor, he Lessor, upon the • , and the payment thereof may be collected in the same manner as Y or enforced by the Lessor though such amount were an install • required b the terms o installment of Rent specifically Y f this Lease to be paid -b the Lessee to when the Lessor Y • the Lessor, upon the day demands repayment thereof or reimbursement bursement therefor of and from the Lessee; but the election of the Lessor to a such • committed pay amount shall not waive the default thus by the Lessee. Section 7.04 Sublessee's Default. If the Sublessee perform its shall fail, refuse, or neglect to p obligations as required in this Article t • ,hen the Lessor may, but shall not be required to, pay any sums required to cause the D therein n to be released from the legal Demised Premises and the Lessor's interest e ' g effect of such c claim and the amount or amounts of money so paid, including reasonable attorneys,fee i sand expenses which might be reasonabl y ncurred because of or in connection with such • on all such amounts at the h' Payments, together with interest highest rate allowed by law, shall be repaid the Lessor, upon the d P d by the Sublessee to p demand of the Lessor, and the Payment thereof enforced b the Lessor i p Ym eof maybe collected or Y n the same manner as thou such amount • R though ant were an installment of Rent specifically required by the terms of this Lease ase to be paid by the Sublessee to the r, upon the day when the Lessor demands repayment thereof or reimbursement therefor of and from the Sublessee; but the election of th e Lessor to pay such amount shall not waive the default thus committed b the Sublessee, . Y ARTICLE VIII Governi Law Cumulafiye Remedies Section 8.01 CTovernin&Law. All of the rights • relatin toarisingg is and remedies of the respective parties g or under this instrument and an relate p and construedY d documents shall be governed b under the laws of the State of Florida. �' Section 8.02 Cumulative Remedies. All rights • ghts and remedies accruing to the Lessor shall be assignable in whole or in art an g . p d be cumulative, that is, the Lessor may such rights as the law and this Lease afford t Y pursue theo it in whatever order the Lessor desires and law permits. Lessor's resort to an one r ' . Y remedy in advance of any other shall not result in waiver or compromise of any other remedy. Y Page 12 of 52 ARTICLE IX Indemnification of Lessor _Section . of Indemnification b Lessee, Duringwill the Term of the Lease, Lessee will indemnify, defend and save harmless the Lessor against • at' g nst any and all claims, debts, demands or obligations ions which may- be made against the Lessor or ' • against the Lessor's title in the Demised Premises, arising out of, or in connection • ecti n with, or in any way related to the Demised Premises, except to the extent such claim - smay maybe by gross negligence or intentional misconduct of the Lessor(or its a e g agents or employees in the conduct of w for or at the direction of the Lessor work and only with respect to an du or obligation expressly assumes with respecty duty gation Lessor to any portion of the Demised Premises none of which duties and obligations are so assume � � ch d herein. If it becomes necessary respond to any claim, demand or unanticipated for the Lessor to matter or to defend any action seekingto impose any such liability, the Lessee will pay a the lto iP e Lessor all costs of court and reasonable attorneys' fees incurred by the Lessor n effectingn ` ' ' and preparing for such response or defense in addition to any other reasonable sums which th a b reason o f a Lessor maybe called upon to pay y f he entry of a judgment against the Lessor ' • • claim is asserted.g in any proceeding in which such Notwithstanding the foregoing, it is hereby acknowledged g y wledged that, except as otherwise provided in Section 12.01, upon completion of the • • P e construction and sale or assignment of any portions of the Project in accordance with this Initial from .. Lease, Initial Lessee shall be released any and all liability related to such transferred o P rtions of the Demised Premises and the subse quent use thereof by the Sublessees, their employees, or invitees, including with , agents, contractors, guests • g out limitation any death, injury or damage t in or about the transferred �', g o person or property portions of the Demised Premises, except as otherwise herein. However, this release shallp set forth not constitute a release or waiver of Less ' ' s rights, if any, or possible entitlement to in or insurance coverages required by this Lease. Lessor shall not be liable to Lessee, or to Lessee's • e s assignees or Sublessees or their employees, agents, contractors, guests or invite ` ` . � es for any death, in�uryor damage to person or property in, about or relating to the Demise • g p . g � d Premises. Lessee, on its and its assignees' and their successors in interests behalves including � • .. • ding any future Sublessees, or grantees or licensees of the Initial Lessee or the Associate � . on, or any guests, invitees or tenants of any of the foregoing, hereby assumes and covenant • s for its own and their own acceptance of sole responsibility and liability to all persons for P e • P death, injury or damage related to or arising from the ownership, possession occupancyin and for use g Premises, a of any portion of the Demised and also, for all such future � o occupants, guests, invite P owners, Lessees, Sublessees, tenants, es and licensees, waives and releases forever all claims, action against • aims, demands and causes of g Lessor and its officers, employees agents, successors, . � g assigns, contractors and representatives for loss of life or injury u to person or property, of whatever nature. Section 9.02 Insurance. On the Effective Date the Lessee shall cause to be written and put in full force and effect a policy or policies o ' - . P �Y P f insurance as noted in Article X insuring the Lessee against any and all claims and d g errands made by any person or ersons P Page 13 of 52 whomsoever for death, injuries or damages receivedg in connection with the possession operation and maintenance of the Demised Premises. All suchpolicies �- Lessee and policies shall name the the Lessor (and any lender holding a mortgage • their respectivegon the Demised Premises), as interests may appear, as the persons insured b such ' Y policies. Any loss adjustment shall re quire the written consent of both the Lessor and Le ssee. Section o.o3 Policv L.•mit Changes. 11 Policy limits • • ins P cY is for the comprehensive liability insurance may be reviewed by Lessor eve five ears and • every (5) Y adjusted upward, if, �n the reasonable discretion of Lessor such increase in cover - have b age is prudent or if similar projects begun to require greater insurance coverage. ARTICLE X Insurance Section lo.oi Property Insurance. From and after • r the Effective Date, the Lessee will keep insured any and all buildings and improvements - a against all s P upon the Demised Premises g loss or damage by fire, flood and windstorm t risks"extend coverage,"' '-. , together with all risks extended which said insurance will be maintained in an a • a in interest from mount sufficient to prevent any party om being or becoming a co-insurer on an • shall not be Y P� of the risk, which amount less than the full Replacement Cost value of Demised the relevant portions of the Premises, and all of such policies of insurance shall i as an additional include the name of the Lessor tional insured and shall fully protect both the • respective p Lessor and the Lessee as their p e interests may appear. In the event of destruction of buildings by fire, flood, windstorm or other casualty or improvements for which insurance shall be payable and as o as such insurance money shall p � often • ey all have been paid to the Lessor and the aid shall be deposited Lessee, said sums so p p sited in ajoint account of the Lessor and the - . b the Less Lessee in a bank designated y Lessee and located in the County in which the Demis ' • ed Premises is located, and shall be made available to the Lessee for the construction. the or repair (including any modification to improvements sought by the Lessee and approved in writing b • roval not u pp g y the Lessor with Lessor's a pp unreasonably withheld), as the case may be of an • damaged or destroyed Y � y building or buildings g royed by fire, flood, windstorm or other casual• moneyshall be a ty for which insurance • payable and shall be paid out b the Lessor and tjointaccount from tim y he Lessee from said e to time on the estimate of any reliable architect license Florida officiallyoverseeing d in the State of g of such reconstruction and repair.,certi •n t such estimate i � g that the amount of s being applied to the payment of the reconstruction• reasonable cost therefor; or repair and at a provided, however, that the total amount the reconstruction of money necessary for or repair of any building or buildings destroyed provided b or damaged has been p y the Lessee for such purpose and its application pp for such purpose assured. In the event of the destruction or damage of g 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 b dire ' , g y ,flood, windstorm or other casual the Lessee shall, within fifteen(.15)mon �'' the from the date of such damage or rebuild and repair the same i g destruction, P n such manner that the buildings or improvements p so rebuilt Page 14 of 52 and repaired, and the personal property so replaced or . , P �Y , p repaired, shall be of the same or of a value higher than were the buildings or improvements -- � P and the personal property prior to such damage or destruction, and Lessee shall diligently • . g y prosecute the reconstruction or repairs without delay and have the same rebuilt and read y for occupancy as soon as reasonably possible after the time when the loss or destruc tion occurred. The 15-month period for reconstruction shall be enlarged b delays caused • g Y Y without fault or neglect on the part of the Lessee, by act of God, strikes, lockouts or other conditions nd�tions (other than matters of refinancing the property) beyond the Lessees control . Notwithstanding the foregoing, and only with respect to insurance proceeds, the provisions P � p ons of any leasehold mortgage substantially comporting with customary institutional lending industry standards and the foregoing Lessors 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 • whenever a � course of construction, and appropriate while any alterations are in the course of being ma ' fire and extended• g de, the aforesaid coverage insurance shall be carried b Lessee i ' • written on Y n builder's risk form 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 (io) 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 (go) days after the occurrence of the destruction. In the event this Lease has been assigned to the Association, the Association must obtain any necessary vote to terminate. 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 (1o) 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 Liabilitv Insurance. The Initial Lessee and the Association (upon assignment to the Association) 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 oo-oi] 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 $12000,000 Products/Completed Operations $1.9000,000 [coverage for one (1) year after project completion] Page 15 of 52 Each Occurrence $1,0001000 Contractual Liability o0 $ , o,000 Additional Named Insured: Lessor, or its assigns'nated b � or designees, as from time to time designated y written notice to Lessee, shall be included as ' ' Commercial General Liability,additional insureds for Section to-o Rn-_ al Im a9 nt ' i es si il. The Lessee and/or its contractors acknowledge that the performance of this Federal State Lease is, or may be, sujbect to and local laws and regulations enacted for the purpose of protecting, preserving or restoring the environment. The Le g Lessee shall, at the sole cost of the Lessee or its contractors, be responsible for full compliance with th any such laws or regulations. Section io.o4 ether Insuran�,e. Lessee shall maintain such other insurance and in such amounts as may from time to time be re ' reasonably required by the Lessor a ainst other insurable hazards which at the time are g commonly insured against in the case of construction of buildings and/or in the case of premises • or to be given - P ses similarlysituated, due regard being gi n to the location, construction, use and oc g believes the Lessor's re . - occupancy. In the event the Lessee requirement for such additional insurance is unreasonable s of Lessor's request shall the reasonableness q all be determined in accordance with the rules American Arbitration Association. of the Such determination as to the of re uirement and the proper and reasonable limits fors q coverage uch insurance then to be carried shall be binding on the parties and such insurances d ng hall be carried with the limits as thus determined such limits shall again be changed ermined until • g pursuant to the provisions of this Section. Thee expenses of such determination shall be borne equally � � q ly by the parties. This procedure ma onl be requested on each five (5) year anniversary Y Y Y ersary date of the Lease. Section io oq Proceeds Pa le to Mort a • gee. 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 an casual ins • the mortgagee, Y casualty insurance be held by and paid out b g gee, then such payment may be made b Y obligatory upon Y � .� ut m such event, it shall still be g ry p n the Lessee to create the complete fund with • P th the leasehold mortgagee in the manner set forth in this Article to assure complete a • and repair. P payment for the work of reconstruction .p Any mortgagee holding insurance proceeds s ' ro erl used P hall require that such proceeds are P p y ed to ensure repairs, but an mortgagee sh • SublesseeYall not be liable for misuse of funds b or Lessee. Y Section io.o6 Damages: Insurance Proceeds: ,point Baulk 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. 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 maybe necessary lete the same in as short a period of time as is reasonable under the circustances comafter the occurrence of such damage or destruction, then the amount so collected, or the balance Page 16 of 52 thereof remaining in the joint account as the . will � � case maybe, shall be paid to the Lessor and it be at the Lessor's option to terminate thelast Lease, unless terminated by Lessee within the st ten (1o) years of the Lease as set forth above and re agreed upon damages � tarn such amount as liquidated and a gr' p mages resulting from the failure of the Lessee to complete such promptly, within thei time specified, com p ch work of reconstruction and repair* air. Section io o1 Direct Reavment. The foregoing notwithstanding, insurance proceeds are the sum of One Hundred Thousand and o/ oo Dollars ($1002000.0o) 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 io 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 (go) 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 - io.og Su se uent Lessees Assi e Notwithstanding es Sublessees -and -Grantees. ding anything contained herein to the con • . chooses n wry, in the event the Association of to obtain insurance coverage to protect against to windstorm for P � g loss or damage by fire, flood and the individual Affordable Housing Units and Sublessees,g , therefore does not charge the for said coverage as part of the Association f • Owners;fees to be paid by the individual Unit then, in such event Sublessees shall secure the • f � �... above -described insurance coverage or their individual Affordable HousingUnitsTherefore, . Lessor shall be entitled to replacement cost and other customary and reasonable insurance coverage(s) at leas�t buuiret only to the full replacement. value of an . • y Sublessees'and/or any governingAssociation's insurable interest in the Demised Premis s Premises. Any parties who subsequently become holders of any title or possessory interest to a portion • . p n of the Demised Premises, shall upon request provide, in a form satisfactory to Lessor, roof f P • � adequate and � proof o customary and reasonable insurance q sufficient to cover and protect all interests of th Article X at least a Lessor as set forth in this to the extent and value of that subsequent in ' interest. The same q interest holder's insurable or similar procedures for the use and application PP n of insurance proceeds asset forth above may be required for subsequent interest holder o Initial sand the same remedies available to Lessor for Initial Lessee's failure to comply with such • shall be available P y h insurance requirements ailable to Lessor with respect to any future interest holders. Future interest Page 17 of 52 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 Les see shall pay premiums for all of the insurance policies which the Lessee is obligated to carry under the terms of this Lease. the event Lessee fails to obtain and a for In pay o the necessary insurance, Lessor shall have right, but not the obligation, without n the the once to Lessee, to procure such insurance and/or a premiums of such insurance in which� pay case Lessee shall repay Lessor immediate ly upon demand by Lessor as additional Ren t. The Lessor shall have the same and rights with respect to procurement of suchg remedies insurance and/or payment of such h insurance premiums in the event a fut ure subsequent partial interest holder(e.g.)Association) fails to obtain Sublessee, and pay for the necessary insurance. ARTICLE XII Assignment f Transfer Section 12.01 Assignment b Initial Lessee. - Initial X Without the written consent of Lessor Lessee shall not assign or sublet an portion of ' mans Y P the Demised Premises, or change Bement of the Demised Premises except a g Notwithstanding� P s otherwise provided herein. the foregoing, Lessor acknowledges Housing Units g s and agrees that the Affordable • g - is are to be developed as units for sale or rent to qualified third arts moderate or lesser income es, as defined in the Affordable Restrictions. • P Therefore Housing Units may be sold, � the Affordable y d, rented and occupied without the Initial • consent from Lessor foritial Lessee obtaining such sale/subletting, provided that Initial Lessee shall follow the guidelines set forth herein. In the event an Affordable HousingUnit ' qualified third a b Initial is to be rented to a party y , tial Lessee, said Unit shall only be rented at the Affordable Restriction Y rates allowable under s for moderate or lesser income qualified • Additionally, in the event Initial q d third parties. Y itial Lessee retains ownership of Affordable Housing rental purposes, Initial Lessee shall haveousing Units for the right to assign its duties as roe mans for said Units to a third pa without obtaining property �Y manager i`tY aining consent from Lessor. Furthermore, Lessor hereby agrees that in the event Initial Lessee elects not to sell all of the Affordable Housing Units to separate qualified individuals, then in such event, Initial Lessee shall be authorized to sell the remaining unsold Units in bulk (no fewer than three (3) Unit blocks, unless otherwise agreed by Lessor) at prices allowed under the Affordable Restrictions to an entity or individual that may not qualify under the Affordable Restrictions as of the date hereof. Said entity or individual shall have the same sale rights as the Developer/Initial Lessee and same rights to rent its Units at affordable rates as set forth herein; provided that Developer/Initial Lessee obtains the prior written consent of the Page 18 of 52 Lessor, said consent not to be unreasonably withheld. Developer/Initial Lessee shall notify Lessor in writing of its intent to sell Units in bulk, specifying which Units it proposes to sell in bulk, the proposed sale prices and identifying details about the proposed purchaser, and Lessor shall have fifteen (is) business days from receipt of such notice to provide written consent or denial. In the event Lessor fails to respond within fifteen (15) business days of receipt of Initial Lessee's notice, said failure to respond shall be deemed consent to sell the Affordable Housing Units in bulk at prices allowed under the Affordable Restrictions to the identified party. Additionally, Initial Lessee shall also have the right, with Lessor's consent (which shall not be unreasonably withheld) to sell in bulk the Units that it elects initially to retain as rentals (no fewer than three (3) Unit blocks, unless otherwise agrees by Lessor) at prices allowed under the Affordable Restrictions to an entity or individual that does not qualify for affordable housing pursuant to the foregoing notice procedures; provided that said entity or individual retains ownership of the Units and rents them at affordable rates and in compliance with the Affordable Restrictions. Initial Lessee shall provide Lessor with written notice of its intent to sell the rental Units in bulk and Lessor shall have fifteen (�5) business days to respond as set forth above and any failure to respond shall be deemed consent. It is also agreed that any subsequent bulk purchaser shall have the right to sell the rental Units in bulk to another entity or individual provided said subsequent bulk purchaser obtains the prior written consent of the Lessor as set forth above and said Units are sold at prices allowed under the Affordable Restrictions. Upon the transfer/sale of each Affordable Housing Unit to be sold by Initial Lessee, or any successor Lessee hereunder, Lessor or its designee shall attorn to the rights of Initial Lessee, or subsequent Lessee, as the case maybe, with respect to each transferred/sold Affordable Housing Unit. Any proceeds received by Initial Lessee from the sale of the Affordable Housing Units shall remain the property of the Initial Lessee unless otherwise provided herein. In conjunction and contemporaneously with the sale or transfer of each Affordable Housing Unit, Initial Lessee, or any successor Lessee, shall ensure the release of any and all mortgage, mechanic's lien or other similar claims with respect to the relevant portion of the Demised Premises other than new Sublessee purchase money mortgages and the like, as such may be permitted by Article XV. Upon transfer sale of seventy-five percent (75%) of the Affordable Housing Units to be sold by Initial Lessee as authorized by this Lease, or as otherwise required or permitted by Florida law, Initial Lessee will be authorized to assign its interest in this Lease for any portions of the Demised Premises not part of the Affordable Housing Units (i.e., common area) to a homeowners', condominium or similar Association to be created by the Initial Lessee. Any such Association and its related declaration, articles of incorporation, bylaws and any other governing documents, as may be amended, shall first be approved by Lessor or its designee for compliance with the goals, purposes and intent of this Lease and the Affordable Restrictions, which approval shall not be unreasonably withheld. Where such documents comply with the foregoing, Lessor shall join in any community ownership governing documents as may be required by Initial Lessee in order to conform its planned unit community governance to state law. No governing document related to such Association shall materially alter or impair the terms and conditions of this Lease or the applicability of the Affordable Restrictions. Monroe County shall have fifteen (15) business days from receipt of said documents to review and object to any contents thereof. In the event Monroe County fails to provide written notice Page 19 of 52 of its consent or denial in regard to said documents, ' ts, said failure shall be deemed acce tance of the documents. P Upon the foregoing contemplated assignments by Initial Lessee, the Affordable Housing Unit owners (as Sublessees) and the Association shall assume and thereby be assigned Lessee responsibilities to Lessor for their respective portions of the Demised Premises, releasing Initial Lessee from same for all such portions, except for design and construction defect liability for which developers builders are otherwise responsible under Florida law. Sublessees, however, shall not be construed to have assumed or have assigned to them by this provision any indemnification duty to Lessor relating to any portions of the Demised Premises for which they hold no interest. Notwithstanding the foregoing, Initial Lessee's right to find or identify a qualified purchaser, as set forth below, shall attorn to the Lessor (unless assigned by Lessor as set forth below) and the Initial Lessee shall be released from further duty or responsibility to the Lessor for the resale of the Affordable Housing Units. It is hereby acknowledged that Lessor shall have the right to assign any of its duties and rights related to the assignment of Subleases, i.e. finding a qualified purchaser for resales, or renters in the case of rental units (unless the rental units are owned by Initial Lessee and Initial Lessee chooses to manage the retained units, then in such event Initial Lessee shall have the right to find qualified renters for said rental units where that right is not in conflict with the Affordable Restrictions), to the Monroe County Housing Authority, or to any other governmental entity or profit or non-profit organization designated and approved by Lessor. In the event such duties or rights are assigned, reference to "Lessor" in this Section i2.oi shall also refer to any assignee. Section 12.02 Initial Sale/Lease of UnMD�o�JInitial Lessee. Initial Lessee shall be authorized to sell the Affordable Housing Units to individuals qualified to own/occupy the Affordable Housing Units and subject to all other affordable housing covenants of record. Notwithstanding anything contained herein to the contrary, all Purchasers/Sublessees of such Affordable Housing Units shall meet Monroe Counts requirements of moderate or lesser income affordable housing, adjusted for family size, and any other applicable Affordable Restrictions. Initial Lessee shall upon Lessor's request provide verification in a form and manner reasonably determined by Lessor that Purchasers/sublessees/tenants for all Affordable Housing Units meet the requirements herein. If Lessor is entitled to a reservation for initial purchase or assignment of the rights to purchase all or a portion of the newly completed Affordable Housing Units, such right and related procedures will be set forth in Exhibit F to this Lease. Section Assignment/Transfer by Sublessees. At such time as any individual Unit Owner or Sublessee desires to sell, assign or otherwise transfer their Affordable Housing Units and interests, the Sublessee shall be required to follow the procedures 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 shall be automatically deemed an agreement to the conditions set forth herein. Section i2.oa Required Notice of Restrictions Any conveyance, lease, assignment, grantor other disposition of any interest made with respect to any portion of the Demised Page 20 of 52 Premises, including but not limited to an recorded Association . Y tion governing documents, other than those mortgage interests provided for in -- . p .Article XV, shall contain the following required Notice of Restrictions in a conspicuous location on th e upper one-half of the first page of the relevant instrument effectuatingthe interest in bold than or capital typed letters greater equal to 14 point font: NOTICE OF RESTRICTIONS AN'Y INSTRUMENT OF CONVEYANCE, E , , ASSIGl�[MENT, GRANT OR OTHER DISPOSITION OF ANY I�REST IN OR TO ANY PORTION OF THE DEMISED PREMISES OR TO ANY IMPR OVEMENTS ERECTED THEREON WILL BE SUBJECT TO CERTAIN �TRI N CTIONS INCLUDING BUT NOT LIMITED TO RIGHTS OF FIRST SAL USE M , , OCCUPANC'Y, INCOME, �S, RESALE PRICE, RENTAL AND MORT GAGE TGAGE LIMITATIONS, INCLUDING BUT NOT LIMITED TO THOSE SET RECORDSORS IN OFFICIAL BOOK , PAGE OF THE PUBLIC O CORDS OF MONROE COUNTY, FLORIDA. The recorded book and page of the first recorded page o ' instruments, p g f this Le; or sublease instruments, the first recorded of the Ass ' page ocia affecting the respective portion of the Demised Premise s shall t Restrictions. Any instrument of conveyance, lease assignment without f � , gn ent following the notice procedures set forth herein shall . l upon any third person, though such instruments may in some correcting them according to procedures established by Lessor, sole discretion, so as to ensure compliance with the public . p p blic affora by this Lease and the Affordable Restrictions. Section 12.95 Follow-on Sales and Assignments of Gr Right of First Refusal. Unless authorized b the Affordable R as set f Y � forth in subsection e., below, or in another provision h+ Housing Units are prohibited. In order for an owner or su b,, ub, Affordable Housing Unit and assign their Sublease they shall . ey all be following: a. Sublessee shall notify the Lessor or its designee i sell the Affordable Housing Unit and assign hereinafter referred to as a "Transfer Notice." include the proposed purchase price for the Afford other compensation permitted the Seller relating i shall be in accordance with the Affordable R compensation to a Seller or to any other party is found to have existed with respect to any transa shall be recoverable in law and equity from any j benefiting from such transaction with knowledge Page 21 of 52 se and, for recordable sale ion governing documents e set forth in the Notice of i)r other disposition made void and confer no rights vases be validated by fully as determined in Lessor's ability purposes furthered coons or unless otherwise 'in, rentals of Affordable Iuent owner to sell their quired to comply with the writing of their desire to to sublease, said notice he Transfer Notice shall )le Housing Unit, and any the proposed sale, which otrictions. Undisclosed rohibited and where it is ion, the amount thereof rty to or facilitating and 1ereof. b. Lessor shall have thirty (30) days from the date of receipt of the written Transfer Notice to exercise its option granted hereunder to purchase the Affordable Housing Unit or to find or identify to the selling party in writing a qualified purchaser who meets the income and other requirements for purchasing the Affordable Housing Unit. Additionally: 1. The total sales price for all interests to be transferred shall be the purchase price set forth in the Transfer Notice which shall not exceed the highest price permitted under the Affordable Restrictions. All additional terms of the contract shall be consistent with the Affordable Restrictions. Sublessee hereby agrees to execute a g to a contract with a pre -qualified purchaser identified by the Lessor and to cooperate with reasonable closing procedures not in conflict with the Affordable Restrictions. 2. In the event Lessor finds a qualified purchaser, Lessor will assist in coordinating the closing on the Affordable Housing Unit. The closing shall be scheduled to occur within seventy- five tY five (75) days from the effective date of the contract for the sale of the Affordable Housing Unit, unless extended b the mutual Y agreement of the parties and Lessor. C. In the event Lessor elects not to purchase or fails to identify a qualified purchaser who enters into a purchase contract within thirty (3o) days and who closes as provided above, and provided that Sublessee has fully complied with all required procedures set forth in the Lease and the Affordable Restrictions, Sublessee shall be entitled to sell the property to a qualified purchaser pursuant to the Affordable Restrictions and the terms set forth in the complying Transfer Notice. In this event, Sublessee shall allow Lessor to review and approve all proposed contract terms to ensure that the terms and the proposed purchaser meet the requirements for purchasing the Affordable Housing Unit, which approval shall not be unreasonablywithheld or delayed. Sublessee shall provide Lessor with a full copy of a written purchase and sale contract (and all addenda) within three (3) business days of full execution of each contract document, and all contracts shall state that they and the proposed purchaser are subject to this Lease and the approval of the Lessor. Lessor shall have fifteen (15) business days from receipt to review the terms of the contract documents. In the event Lessor fails to provide Sublessee with written approval or any written objections within fifteen (15) business days from receipt of a contract document, Lessor shall be deemed to have not objected to closing of the proposed transaction though not to have waived enforceability of any applicable provisions of this Lease or the Affordable Restrictions, whether or not any non-compliance may have been apparent from or may have been indicated in documents provided. Sublessee and the potential buyer shall also provide any other information Lessor reasonably Page 22 of 52 deems necessary to verify bless purchaser Su ' / ee qualifications. All purchase and sale contracts shall be deemed to be contin gent on the buyer and transaction being qualified under the Affordable ' . Restrictions. Lessor and the proposed parties to a transfer transaction may a additional • periods Y agree to additional time p , s necessary to verify full compliance with all aspects of the Afford Restrictions. In P able no case shall Lessor, or its designees, be deemed to waive with respect to any pa an requirement ai e party Y eq ment applicable to that under the Affordable Restricts p`�' Restrictions where it turns out that such requirement was no fact met true or complied � t in • pied with. Lessor reserves, to itself and to its des' all legal and equitable rights it deems designees, g necessary or appropriate to ensure that all portions of the Demised Premises are used • ed for Affordable Housing, the purpose for which they were intended including • � ng but not limited to ter mination of the sublease for any portion of the Demised forcingsal mired Premises and e and reassignment of any improvements thereon, p e n. d. Lessor shall be deemed reasonable in withholding its approval for an proposed sale if the contract terms and Y . proposed purchaser do not meet requirements set forth herein or in the Affordable Restric Lessor has reviewed Lions. After the • • wed and approved a contract, Sublessee shall ability to a all not have the ty mend the terms of the contract unless Sublessee' approval of obtains Lessor s pp the amendment as set forth in Paragraph c. a v � above. The Sublessee shall only transfer their interest to approved e Affordable � pp persons, as defined by the b e Restrictions for moderate or lesse r income, or to Lessor in the event Lessor and Sublessee, are unable to find a u q alified purchaser, so long as Lessor chooses to purchase the Affordable Housing ' and absAdditionally, s ng Unit, in Lessor s sole absolute discretion. after the e • dayerr expiration of the thirty (3o) period described in Paragraph b. above and before efore Sublessee has found a qualified purchaser, Lessor may, but is not o • Y� bligated to, continue the search for a qualified purchaser. In the event Less • Lessor finds and identifies a qualified purchaser prior to Sublessee doingso the procedure • p cedure set forth in Paragraph b.2., above, shall be followed. e• Lessee and Sublessees are deemed to understand and agree that Lessor may, in its absolute discretion, require that anyAffordable Housing Unit originally sold as an affordable "ownership" and "occupancy"Affordable Housing Unit which is made the subject of any unauthorized offer to rent, or which is attempted to be or is actually rented absent specific written Lessor authorization or as authorized in the Affordable Restrictions, be deemed to have become the subject of an irrevocable offer to sell the Affordable Housing Unit and thus subject to the right of first refusal provisions of this Article XII and allow Lessor or its designee to purchase the Affordable Housing Unit at the highest price permitted under the Affordable Restrictions. Lessor may establish rental first right of refusal procedures similar to those set forth in Paragraphs a. - d., above, for Affordable Housing Units to be used for affordable rentals in accordance with the terms contained herein and in the Affordable Restrictions: In such case, a Sublessee may rent their Unit so long Page 2g of 52 as all rental agreements follow the guidelines and procedures set forth herein and in the Affordable Restrictions, including but not limited to providing Monroe County with a copy of the proposed rental agreement for review and approval. Additionally, the rental agreement must include a copy of the Association rules and regulations, as well as an acknowledgement by the tenant that they will abide by the rules and regulations of the Association, and Sublessee shall provide the Association with a copy ment of said rental agree to ensure compliance, Furthermore, no Sublessee shall be authorized to enter into a rental agreement for an Affordable Housing Unit containing a term greater than one (1) year, or containing an automatic renewal term that would fivstrate Lessor's rights or continued affordability expectations established under this Lease or the Affordable Restrictions, Additionally, in the event a tenant has been cited for a violation of the rules and regulations of the Association more than twice in any calendar year, Sublessee hereby agrees not to renew said lease without first obtaining the approval of the Association Board of Directors, and said approval may be withheld in their sole and absolute discretion. Any rental agreement sshall contain the following warning Prominently set forth in writing: BY SIG�G THIS RENTAL A GREEME�N'I' THE TENANT AGREES YJP'ON S NDER OR AgTHAT ANDONMENT9 AS DEFINED B FLORIDA STA THEY cR 83 LESSORS Tie NOT BE L RESPONSIBLE FOR STORAGE OR OR E PE DISPOSITION OF TH PERSONAL PROPERTY. LESSEE'S Section 12.o6 Assignment by Lessor This Lease is 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, event the Owner of an Affordable Housing Unit dies, Lessor shall, unless for goodIn the cause shown, consent to a transfer of the leasehold interest to the spouse, children) or other heirs, devisees, legatees or beneficiaries of the Affordable Housing Unit Owner provided that such persons state, in writing, under oath that they have reviewed the terms of this Lease and any related documents, and that they understand and accept the terms of this Lease by signing an acknowledgement, which is substantially in a form similar to that attached hereto as Exhibit E. All spouses, heirs, devisees, legatees or other beneficiaries must demonstrate to the Lessor's reasonable satisfaction that they and/or occupancy of an affected Affordable Housing Unit as providd for rider this fy for ownership and in the Affordable Restrictions. All estates and leasehold or other interests granted in or conveyed with respect to any of the Demised Premises du not extend to any degree so as to limit or inhibit the intent and operation of this Lease and the Affordable Restrictions, it being expressly and irrevocably accepted on behalf of all future Sublessees and all thanose who would or might succeed to their interests, that these Demised Premises and each d Page 24 of 52 every portion thereof, for the entire Term of this s Lease, are to be used as affordable housing g to the Affordable Restrictions. In the or beneficiaries event the spouse, heirs, devisees, legatees of a deceased Owner do not meet there g such persons shall not occupy requirements for affordable housing, the premises and shall not be entitle • and only to the extent thatd to possession, except the Lessor permits same, under conditions • furthers the goals and public itions that it determines P purposes of this Lease and the Affordable Therefore, in such event, the heirs of Restrictions. the decedent shall, if required b Le • interest in the Affordable Housing • y Lessor transfer their g Unit in accordance with the provisions . and cooperate with the Lessor in p, of this Article XI accomplishing same. It is the intent of this full extent Florida law permits, that Lease, to the p constitutional homestead rights not b inhibit or limit the intended operation • • g e construed to p of this provision. Section m08 Ad Lesseeminist ativEe-C.S.With the exception of the initial sales by Initial , the Lessor or its designee shall be entitled to charge three and one-half percent (3 �/2 96) of the Purchase Price (gross compensation however described) for any transferred interest (other than simple security mortgage interests or rental agreements) in which Lessor identified the purchaser, as an administrative fee for coordinating the closing on any Affordable Housing Unit, said fee to be paid by the selling Unit Owner at the time of closing. This fee does not include other seller and buyer closing related costs such as title insurance, documentary stamps, intangible taxes, prorated taxes, real estate comissions, insurance, homeowners m assessments, loan expenses and the like, or rental management or processing fees for rental units. In the event Lessor was unable to identify a purchaser, Lessor shall still be entitled to an administrative fee of one and one-half percent (11/2%) of the Purchase Price for review of the contract and assistance with coordinating the closing on the Affordable Housing Unit. After the initial sales by Initial Lessee, the Lessor or its designee shall be authorized to designate closing, escrow and title agents involved in all transactions involving interests subject to this Lease. After the initial sale of each Affordable Housing Unit by Initial Lessee, Lessor or its designee may, initially and from time to time, establish, Promulgate, revise and/or waive all or part of such fees related to the administration of this Lease and any Subleases, but in no event may Lessor increase the amount of the administrative fee town amount in excess of three and one-half percent (g JL/2 %) for an owner who purchased his or her Affordable Housing Unit without actual, constructive or regulatory notice of the potential applicability of a greater percentage fee. ARTICLE XIII Condemnation Section �.01 Eminent Domain- Cancellation. If, at anytime during the continuance of this Lease, the Demised Premises or an condemned by reason of eminent domain, there hall btion e such div��,s�O of the p Pru eedts�anor d 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 (3o) days after such award has been Page 25 of 52 made, then the matters in dispute shall be determined in accordance with the rules of the American Arbitration Association. Such determinationbindingon the made by the arbitration shall be parties. If the legal title to the entire Demised Premises condemnation the Leas be wholly taken by e shall be cancelled. Section i1.o2 Apportionment. title Although the ' placed g tle to the budding and improvements p ced by the Lessee upon the Demised Premises• will on the Termination Date ass to the Lessor, nevertheless, for purpose of condemn P bu. anon, the fact that the Lessee laced such ildings on the Demised Premises shall b ' e taken P en into account, and the deprivation of the Lessee's use (and any use of a Sublessee o • . ) f such buildings and im rovements together with the Term of the Leas � P shall, e remaining, be an item of damage in determinin th portion of the condemnation award to which t g e he Lessee or Sublessee is entitled. In general, t is the intent of this Section that upon co g ' i P condemnation, the parties hereto shall share i their awards to the extent that their irate n • rests, respectively, are depreciated, dama ed t or destroyed by the exercise of the right g. ' g of eminent domain. In this connection condemnation is total, the parties a , if the P agree that the condemnation award shall be allocated that the then value of the roe sated so property, rty, as though it were unimprovedproperty,sh allocated to the. Lessor, and the thebuildings all be n value of the building or thereonallocated between the Lessor and Le •shall be Lessee after giving due consideration to the number years remaining in the Term of this Lease of and the condition of the buildings at the time o condemnation, g f ARTICLE XIV Construction SeCt10I1 1d.01 Mguirement to sti•.,.,+ Dl xzn+ (a) Initial Lessee shall commence construction of the Project no later than one hundred twenty. (12o) days after the issuance of the building !he construction of the Project, and shall substantially complete construction oermits necessary f all orty-nine (49) fordable Housing Units within eighteen (18) months thereafter. The foregoing limitation of time for the completion of the Project maybe extended by written agreement between the parties hereto. (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 ii9 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 Page 26 of 52 performance under this Lease in accord ' once with generally accepted accountingprinciples Clerk St P p es consistently applied. The County • , ate Auditor, or a designee of said officials the Lessor, shall, .during the term of the g vials or of s Agreement and for a period of five(5)ears e date of termination of this A Y from th Agreement, have access to and the right to examine • any Records of the Less � e and audit Lessee involving transactions related to this Agreement. gr ernent. (c) The Project shall be constructed ' laws ordi in accordance with the requirements of all nances, codes, orders, rules and regulations ofentities • jurisdiction v � all governmental haven over the Project, including, but not limited g g d to, the Lessor. (d) The Initial Lessee shall apply f • . necessaryPP Y or and prosecute, with reasonable dill en approvals, permits and licenses r g °e' all for the required by applicable governmental authorities construction, development, zoning, and occupation to cooperate with g cupation of the Project. Lessor agrees • p h and publicly support the Initial permits an Lessee's effort to obtain such approvals, P • , d licenses, provided that such a rov - PP ' at I � PP als, permits and licenses shall be obtained Initial Lessee's sole cost and expense. ned construed to obviate or lessen an requirements shall be • Y q ements for customary development approvals any permitting authority, including the L PP from the Les g Lessor. Nothing in this Lease shall be construed a Lessor's delegation or abdication of its zoning s approval that Initial ing authority or powers and no zoning PP teal Lessee may require to complete its g been or shall bed P performance under this Lease has deemed agreed to, promise or contracted for by this Lease. (e) Construction of the Project o - Termpriorduring of this Lease shall be performed i P ring the Pe n a good and workmanlike manner u written contracts with licensed contractors and i � pursuant to of local ordinances n accordance with any and all re uirements lnances and with all rules, regulations a q boards officials• • jurisdiction � nd requirements of all departments, , and authorities having P ' that the g thereof. It is understood and agreed plans and specifications for all co � architects a construction shall be prepared by dui qualified / ngineers licensed in the State of Florida,Y q M 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 in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Lease or be subject to any personal liability or accountability by reason of the execution of this Lease, (9) Initial Lessee agrees that it • will not discriminate against an e applicants for employment, Prospective g Y employees, h P p e Sublessees or other prospective future su ' holders or against persons for an other binterest y er benefit or service under this Lease b - race, color, religion, sex, sexual orientate because of thew on, national origin, or physical or mental handic ap Page 27 of 52 where the handicap does not affect the ability individual • • I ty of an individual to perform in a position employment, and to abide by all federal a P of _ and state laws regarding non-discrimination. 1 .02 Access to the Pro'ect an Ins ection. The es • shall have the ri ht Lessor or its duly appointed agents g , at all reasonable times upon the f imishin • the circumstancesg of reasonable notice under (except in an emergency, when no notice upon the co shall be necessary), to enter P common area of the Leased Premises to examine n • a d inspect said area to the extent that such access and inspection are reasonably justifiedL b yto protect and further th Lessor's continuing interest in the Demised Premises as determined e discretion. Lessor's � . � in Lessor's reasonable designees, for purposes of this Article 1 • or State code or building 4•02, shall include city, coup i ding inspectors, and the like' e ,without limitation. Initial Lessee shall permit building and code inspectors access c . . P customary to the performance of their duties related to projects of the nature con es contemplated herein, said notice requirements notwithstanding. q is -.0.1 Forced Delay in Performance. Notwithstanding• • . Lease to the any other provisions of this contrary, the Initial Lessee shall not be deemed Lease where d d to be in default under this clay in the construction or performance • Lease are P ante of the obligations imposed b this caused by war, revolution, labor strikes lock Y casualties acts of God outs, riots, floods, earthquakes, fires, , labor disputes, governmental restrictions, • • • (excludingliti ation betty e , , coons, embargoes, litigation g between the Lessor and the Initial Lessee to • tropical storms or other )� . tornadoes, hurricanes, P er severe weather events, or excusable ins • necessarylabor, m inability to obtain or secure materials or tools, delays of an contractors • unreasonable acts y subcontractor or supplier, or is or failures to act by the Lessor, or reasonable control • • � any other causes beyond the of the Initial Lessee. The time of e extended forperformance hereunder shall be the period of any forced delay or del • foregoing causes, Y delays caused or resulting from an of the g g uses. Y ARTICLE XV M4rgage Financing Section i&.of Construction Financin By Initi 1 per, 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 placed by Initial Lessee on the Demised premises, to a Federal or State Savings &Loan Association, Bank or Trust Company, Insurances 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 mortgage(s) shall be satisfied of record, Page 28 of 52 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. W 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 N of this Section 15.01 shall have, in addition to any period of grace extended to the Initial Lessee under the terms and conditions of this Lease for anon -monetary default, a period of sixty (6o) 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 (eeg., 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 xy, or of any succeeding Lease made pursuant to the provisions of this Section i5.oi(d) prior to the cure provisions set forth in Section 15.01(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 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 (3o) 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. Page 29 of 52 Any new Lease referred to in this Section 15.oi(d) shall not require any execution, acknowledgement or delivery by the Lessor in order to become effective as against the Lessor (or any Sublessees) and the Lessor (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 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 1.5.oi(d), the Lessor 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 deem to be without recourse as against the Lessor. Within ten (1o) days after a written request therefore by the leasehold mortgagee(s), such assignment or ass to a writing in recordable form and executed, acknowledged and del assignments by the Lessorce 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) mortgage(s) 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(fl below. M In the event that a() leasehold mortgagee(s) shall become the owner or holder of the Lessee's interest by foreclosure of its(their) mortgage(s) or by assignm this Lease in lieu of foreclosure or otherwise, the term "Initial Lessee," as used in this Leats�ef 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 of the Affordable Housing Units contemplated herein. In no event shall anyprotections afforded a()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. Page 30 of 52 (9) Within ten (1o) 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 anysale, 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 eldsts, 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. (i) Reference in this Lease to acquisition of the Initial Lessee's interests in this Lease by the ()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), (j) 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 (j) 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. W 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). Page 31 of 52 (1) In conjunction and contemporaneously with the sale or transfer of each Affordable Housing Unit, leasehold mortgagee(s) shall make arrangement ure the to ens release of any and all applicable portions of its (their) mortgages) 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 Initil essee and the leasehold mortgagee(s). (m) Lessor shall be entitled in . circumstances� the event of any of the foregoing or events set forth in this Paragraph 1 .o 0 g exclusivelywith a mortgagee ..5 1, to elect to deal priman or rtgagee whose position is rims or in y• respect to foreclosable .p primary first order of priority with interests or rights according to the laws of theFloridacontractually agreed b and a State of Florior as Y among multiple mortgagees, where there are such. Section1.8;.02Perm"tted Mortizages for• Affordable S e t The individual e Housing Unit Owners/Sublessees shall� their i have the right to encumber b mortgage interests in any Sublease, improvements o y rtgage Premises re P , , r any associated portions of the Demise related to their interests in the individual d or Statevidual Affordable Housing Units to a F Savings Loan Association Bank g - • Federal • > T�� Company or similar lending institution, subject to the following requirements: g tution, (a) The mortgage(s) encumbering the Affordable Housing Unit shall not exceed i00% of the maximum allowable sale price of the Affordable Housing Unit as set forth in the Affordable Restrictions; (b) Sublessees shall not be entitled to mortgage their respective leasehold interests in the event the terms of the note, which is secured by the mortgage, may result in negative amortization, unless otherwise approved by Lessor; (c) For informational and record keeping purposes, Sublessees shall present to Lessor (i) a copy of approval(s) for loans encumbering their Affordable Housing Unit within five (5) business days after such loans are approved, and (ii) no sooner than five (5) business days before the scheduled loan closing date, a copy of the owner's and/or any lender's title insurance commftment. Lessor's failure to approve or object to any of the foregoing documents prior to the closing of a relevant loan shall not preclude closing of the relevant loan and shall not constitute an opinion or confirmation bY Lessor that the corresponding loans or title insurance policies complywith or conform to the requirements of this Lease or the Affordable Restrictions, nor constitute any waiver or relinquishment of Lessor's rights to enforce same; Page 32 of 52 (d) In the event of foreclosure sale by a Sublessee's mortgagee or the delivery of an assignment or other conveyance to a Sublessee's mo respect to an real roe � �� in lieu of foreclosure with p Y property rty subject to the provisions of this Lease, said mortgagee, or the purchaser at foreclosure, shall comply with the provisions of Article XII. No sale of any Affordable Housing Unit shall be permitted at an amount in excess of that allowed under the Affordable Restrictions and shall otherwise fully comply with all applicable Affordable Restrictions. Any Affordable Housing Unit accepted in lieu of foreclosure or as to which a mortgagee intends to foreclose shall be subject to the Lessor's right of first refusal as set forth in Article 12.05. Nothing herein shall preclude potential purchasers approved by Lessor from bidding at any foreclosure sale and, where successful, purchasing the subject Affordable Housing Unit at the foreclosure sale price in accordance with Article XII; and (e) The parties recognize that it would be contrary to the fundamental affordable housing concept of this Lease and an incentive to abuse Sublessee's authorization to encumber its leasehold interest with a mortgage if Sublessee could realize more in loan or sale proceeds than their permitted purchase or resale price as a result of any transaction. Accordingly, Sublessee hereby irrevocably assigns to Lessor (or the Monroe County Housing Authority or other Lessor designee) any and all net proceeds from the sale of any interest in the Demised premises remaining after payment of costs of foreclosure and satisfaction of the lien of any mortgage which would have otherwise been payable to Sublessee, to the extent such net proceeds exceed the net proceeds that Sublessee would have received had the interests been sold pursuant to the Affordable Restrictions. Sublessee hereby authorizes and instructs the mortgagee or any party conducting the closing of a sale or through an unauthorized transfer to pay the amount of said excess directly to Lessor. In the event, for any reason, such excess proceeds are paid to Sublessee, Sublessee hereby agrees to pro pay the amount of such excess to Lessor. mptly ARTICLE XVI Default Section i6 0l No 'ce 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 ten (io) days written notice of such default and Lessee fails to cure such default within ten (1o) days of receipt of said notice. Except as to the provisions or events referred to in the preceding pars Section, Lessee shall not be deemed to be in default under this Lease unless Lessor shalh of l first give to Lessee thirty (go) days written notice of such default, and Lessee fails to cure such default within the immediate thirty (go) day period thereafter, or, if the default is of such a nature that it cannot be cured within thirty cure such default within such period of thirty (3o) days, Lessee fails to commence to curing of such default with all possible dilience.) days or fails thereafter to proceed to the Page 33 of 52 Regardless of the notice and cure periods • • p • ds provided herein, in the event that rapid action is required to reserve an more Pr P y right or interest of the Lessor in the D ' Premises or other detrimental occurrenceemised . (such as, but not limited to, payment of ' premiums, actions to prevent construction � p Yin insurance the or�udgment lien foreclosures or tax sales Lessor is empowered to take such a ),then from theaction and to request reimbursement or restoration Lessee as appropriate. n Section Y6.02 Default. In the event of a • and any breach of this Lease b Lessee Lessor, after the necessary notice provided • •Lessee's y ' r, P to Initial leasehold mort a e si rights or reined' g g e( )� n addition to the other ri g remedies it may have, shall have the immediate terminate this Lease accordingto law. Termination right to shall rmination of the Lease under such circumstances constitute effective, full and immediate conveyanceantes Initial Lessee's and assignment to Lessor of all of property and redevelopment rights to and as • g associated with the Demised Premises and the Pr oject, subject to mortgagee protections • Furthermore, in the event of p as provided herein. any breach of this Lease b Lessee Less ' other rights or remedies it may y � , or, in addition to the y have, shall have the immediate right _ remove all persons an ght of re-entry and may _ p d personal propertyfrom the affected fhportions of the Demised Premise s. Such property may be removed and stored the co red in a public warehouse or elsewhere cost of and for the account of Lessee or w at . here statutory abandonment or uncial property law permits, disposed of in an reasonable reed an accounting y ble manner by Lessor without liability y counting therefore, ty or Included in this right of reentry shall be any instance wherein a Sublessee renounces the Lease or a Sublease or abandons the Demised Premises, in which case- ase Lessor may, at its option, in an appropriate case and subject to any rights of a mortgage holder, obtain possession ofthe abandoned property in any manner allowed or provided by law, and may, at his option, re -let 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 lain,. Page 34 of 52 Should Lessor elect to re-enter, as herein n provided, or should Lessor take possession pursuant to legal proceedings or pursuant to an notice -- either terming Y , tice provided for by law, Lessor may to this Lease or it may from time to time without y let the Demised - thout terminating this Lease, re - let Premises or any part thereof for such t(whichb and th erm or terms may be for a term extending i beyond a Term of this Lease) and at such Rent or Rents terms and conditions as Lessor and on such other s n its sole reasonable discretion may the right to make alterations and re y deem advisable with pairs to the Demised premises. On each such re -le Lessee shall be immediately liable to a to sting thanpay Rent due under this Lease the expenses of such re -letting and of such alterations a repairs, incurred by Lessor, and the amount,and if any, by which the Rent reserved in this for the period of such re-listen(upto Lease g but not beyond the term of this aid a Lease) exceeds the amount agreed to be p s Rent for the Demised Premises for such re -letting. iperiod of such Notwithstanding any such re-lettingwithout ' thereafter elect t ut termination, Lessor may at any time o terminate this Lease for such previous breach. S • terminate this Leas � .. p Should Lessor at anytime e for any breach, in addition to an of • may recover Y her remedy it may have, Lessor y er from Lessee all damages incurred b - Y reason of such breach, include the cost of recoverin g the Demised Premises, which amount payable from Le ssee to Lessors shall be immediately due and a able . Section 16 03 L caor's Rikrht to Pgrform. 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 be done or performed, then Lessor may, but shall u1nature two rdo or erform orlcause 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 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 bylaw. 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 ib. 04 Default Period. All default and grace periods shall be deemed to run Y concurrently and not consecutively. Section iA o .Affordable &estrictions,• . In the event any portion of the Demised Premises is used for purposes other than • , affordable housing by an interest holder portion, or if Lessee or an Sublessees a of such Y es fail to comply with the Affordable Restrictions, frictions, as Page 35 of 52 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. 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 immediately terminate the Lease or Sublease. 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 resident use as well as any other uses that are permitted by applicable zoning law. ial ARTICLE XVII Repair Obligations Section 1 .01 Re air ns li atio During ring the continuance of this Lease the Less and every Sublessee with respect to their �� P eir leased or purchased Portions of the ' Premises, shall keep in good state of . P e Demised . g repair any and all buildin s, furnishin landscaping and equipment which areg gs, fixtures, brought or constructed or laced upon t Premises by the Lessee, and the Lessee P P n he Demised ee shall not suffer or permit an strip, was of any building or other ProPert to be c 3' P� to or neglect PY committed except for that of normal w The Lessee will repair, replace and repo ear and tear. • • P renovate such property as often as it maybe order to keep the buildings and other Y necessary in first 1 • . , Property which is the subject matter of this Lease ' class repair and condition. Additional) I.,essor shall in services or facilities, Y� all not be required to furnish an sties, including but not limited to heat electricity,• • y or to make an repairs to the � air conditioning or water Y P e premises or to the Affordable Housing Units. ARTICLE XVIII Additional Covenants ofLessee/Lessor Section 18.oi Leal Use, The Lessee covenants enants and agrees with the Lessor that the Demised Premi ses will be used primarily for the cons • affordable housingtraction and operation of a multi -unit complex and the other matters as may b • related amenities and facilities,Y e set forth in this Lease, with and, for no other w written consent. Purposes hatsoever without Lessor's Section 18.02 Termination. Upon termination of this Lease, the Lessee will peaceably and quietly deliver possession of the Demised Premises, unless the Lease is extended as provided herein. Therefore, Lessee shall surrender the improvements together with the leased premises. Ownership of some or all improvements shall thereupon revert to Lessor. Page 36 of 52 Section i8 Recove of Liti ati n , I • n the event of any suit, action or proceeding, at law or in equity, by either of the parties person P es hereto against the other, or any other p on having, claiming or possessing an alleged • reason f g Y g ,interest lii the Demised Premises, b o any matter or thing arising out of or relating to this Y th • . g is Lease, including any eviction proceeding, a prevailing party shall recover not onlyits 1 attorneys" f legal costs, but reasonable y fees including appellate, bankruptcy and post -judgment • for thep Y P j dgment collection proceedings maintenance or defense of said action or suit g rendered� .. , • , as the case may be. Any judgment in connection with any litigation arising out . hi g g t of this Lease shall bear interest at the highest rate allowed bylaw. Lessor may recover - attributable to administration, enforcement and ' • preparation for litigation relating to this Lease or to the Affordable Restrictions from any person or persons from or to whom a demand or enforcement request is made r • • . , regardless of actual initiation of an action or proceeding. Section 18,04 Con ition of the Demised Premises. ' u i • Lessee agrees to accept the Demised Premi ses in its presently existing condition as -is". It is understood rstood and agreed that the Lessee has determined that the Demised Premises are acceptable and herebycertifies s p ble for its purposes same to Lessor. Lessee, at its sole cost and expense, ht to the De shall bring or cause to be brought Demised Premises adequate connections for water, ' power, telephone, stormwater and 'electrical sewage and shall arrange with the appropriate utili companies for furnishing such services with tY no obligation therefore on the art of Lessor. 'The Lessor makes no express warranties and disclaims all implied p warranties. e accepts the property in the conditionLessee in which it currently is without representation warranty, express or implied, in fact or P tion or . , y law, by the Lessor, and without recourse t Lessor as to the nature, condition o o the r usability of the Demised Premises or the • the Demised Premises may be put. � uses to which Y p .. The Lessor shall not be responsible for an or change of condition in p y latent defect the improvements and personalty, or hereunder shall not pe tY� of title, and the Rent be withheld or diminished on account • . nt of any defect in such title or property, any change in the condition thereof, an • exists � y damage occurring thereto, or the existence with respect thereto of an violations • . Y of the laws or regulations of an governmental authority. - Y 40 Section i8 oS Hazardous Materials, Lessee, its Sublessees and assignees shall not permit the presence, handling, storage or transportation of hazardous or toxic materials or medical waste ("'hazardous waste") in or about the Demised Premises, except in strict compliance with all laws, ordinances, rules, reg ulations, orders and guidelines of any government agency having jurisdiction and the applicable board of insurance underwriters. 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. Page 37 of 52 Lessee shall notify Lessor immediately -- bazar of any discharge or discovery f dour waste at, upon, under or within �' ° any I the Demised Premises. Lessee shall ' cost and expense, comply with all remedial � , at its sole Navin jurisdiction.measures required by anygovernmental a eng agency Lessor and Initial Lessee hereb knowled e t �' wawa nt and represent that to the best of thei g , he Demised Premises is free of an r y hazardous waste. Section i8 06 Recordation. Lessee, 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 a Is number where recorded and the original Lease and RelatedAgreement(s) after recordation. ARTICLE XIX Represen ns Wan nties of TitlUn-d Quiet Enioent and N&Llnlaw 1 nr Tmru„i�:81 Pllipp$ nr iTaP Section iq.olReur�e�tationc Warranties of �tl a_nd Ou�et En0 represents and warrants tioment hat to its knowledge., there are no material claims, caus0 Lessor es of action or other proceedings pending or threatened in respect to the ownership, operation or environmental condition of the Demised Premises or an the Lessor and Lessee covenant and agree that so long as the Lessee keeps kcep�,s ana Additionally, 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 2 LTnl o m mnral PUW= or occupy said premises for • The Lessee will not use or any unlawful or immoral ' and expense, conform to purpose and wjll, at Lessee s sole cost and obey any present or future• ordinance and/or rules, regulations, requirements and ordersauthorities . of governmental or agencies • use and occupation of the Demised Premises.g ties respecting the ARTICLE xx Miscellan ous Section 20.01 Covenants Rennin . with Land. All covenants, promises, and obligations contained herein or P �� conditions Implied by law are covenants rennin ' and, except as otherwise provided her g with the land the L herein shall attach and bind and inure to th Lessor and Lessee and their respective e benefit of assigns,.. . p dive heirs, legal representatives su though this provision shall in now ccessors and ay alter the restrictions on assi ment gn and Page 38 of 52 subletting applicable to Lessee hereun der. The parties agree that all covenants,• conditions, terms, restrictions and obligations promises, Affordable arising from or under this Lease and t Restrictions benefit and enhance he Monroe the communities and nei hborhoo County and the private and public 1 g of assure P ands thereof, and have been imposed in o these benefits and enhancements f P order to where appropriate or the full Term of this Lease. It is intended • . ppropriate and to serve the public , Provisions b P Purposes to be furthered by this Lease that it P e construed, interpreted, applied and s commonlyreferred K pP „ enforced in the manner of what is rred to as a deed restriction. Section 20.02 No Waiver. Time i • obligationss of the essence in the performance of the parties hereto. No waiverP � of the shall of a breach of any of the covenants in this be construed to be a waiver of an � Lease y succeeding breach of the same covenant. Section 2WWttenModifications. •ofan---..No modification, release, discharge or waiver y provisions hereof shall be of an force effect . , g er Lessor and Less Y , � ct or value unless in writing signed b the Lessee, or their duly authorized agents or a y g attorneys. Section 20.o Entire A eeme - • nt This Lease, including the Preamble written addenda and all exhibits hereto and any this Call of which are expressly incorporated ' reference) shall constitute the entire Y rP d herein by agreement between the parties with r to instrument as of this date. No rio �� this P r written lease or prior or contemporaneous promises or representations shall be binding. P oral Section 20_05 No •mq, 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 to Lessor 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: Monroe County Attorney P Director -Monroe County Division of O Box 1026 Housing • s ng � Community Development Key West, Florida 33041 Florida • _ _ Keys Marathon Airport Tel. 305 292 3470 9400 Overseas Highway, g way, Suite 200 Marathon, Florida 33050 Tel. 305-289-6o02 Section 20.06 Joi t Liabilitx. 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. Page 39 of 52 SO—CtiOn 20.07 Liabili Contin�L�esgo• • _- Lessee mean ur Liablli . All references to the persons who, front time the Lessor and Lessor and Lesse to time, occupy the positions respectively, e. In the event of an assignment of liabilities that may have g of this Lease by the Lessor, ex y a e been incurred prior to the � except for dealt with differently date of the assignment or as s • . tly herein, the Lessor's liability . specifically such assignment. In ' • itY under this Lease shall terminate • g addition, the Lessor s liabilityupon dealt with differently herein, under this Lease, unless specifically y ein, shall be at all tunes limitedp . tally Demised premises. to the Lessor s interest in the Section 20.08 Ca Lion . The . reference on captions used in this Lease are for convenience only and in no way define lima nvenience of affect this � t or describe the scope or intent of ' Lease. or in any way Section gn - Qq Table of Conte . ._ nts. The index preceding this cover is for the purpose of the convenience g tease under the same construed in nience of reference only and is not to any way as part of this Le be deemed or thereof. Lease, nor as supplemental thereto or amendatory Section 20 io ;overnin�.N 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 Monroe County, Florida. Section 20.11 HQjb:ng�ver. Any holding over after the expiration of the Term of this Lease, with consent of Lessor, shall be construed to be a tenancyfrom month to month, at twice the monthly Rent as required to be paid by Lessee for the to the expiration of the Term hereof, and shall otherwise be on the terms riodimm and conditions herein specified, so far as applicable. Section 20.12 Brokers. Lessor broke and Lessee covenant, warrant an r was instrumental in consummatingd represent that no this Lease, and that no conversations negotiations were had with an broker rsations or y ker concerning the rend o - Lessee and Lessor agree to h renting f the Demised Premises. � old one another harmless • defend at its own expense, from and against, and agree xp e, any and all claims for a brokera e g to with any brokers. g commission by either of them Section 2n ig PatfiaLinya-h ;tv, 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. S_ cti n 2 .1 Force Ma'eu e. If from the ��— either party shall be dela ed hi e performance of an act re Y � hindered or prevented trouble inability Y Quired hereunder by reason of strikes to procure material failure , lockouts, labor other severe � lure of power, riots, insurrection • e ere weather events, war or other real , severe tropical or reasons of like nature not the fault of the party Pa ge 40 of 52 delayed, in performing work or doing acts required under this Lease, the period for the performance of any such act shall be eat p -- ended for a reasonable period. Section 20.1 Lessor Lessee RelationshiParties. Lease creates Non -Reliance b Third ,This a lessor/lessee relationship, no oth • This Leases p er relationship, between the parties. i for the sole benefit of the parties h p Subleases permitted P hereto and, except for assignments or p , matted hereunder and to the limited eaten • shall be a third t thereof, no other person or entity rd party beneficiary hereunder. No rely upon the terms or person or entity shall be entitled to rely , any of them, of this Lease to enforce or a • party claim or entitlement t attempt to enforce any third- 0 or benefit of any service or program contemplated and the Lessor and the Less p � n emplaced hereunder, Lessee agree that neither the Lessor nor the Lessee officer, or employee of either shall have� or any agent, the authority to inform, counsel or otherwise indicate that any particular individual� herwise or group of individuals, entityor entities, entitlements or benefits under this ntities, have is Lease separate and apart, inferior to or superior � to the community in general or for the Purposes contemplated in this Lease, section 2o.if Continzencies, This Lease Lessee obtaining construction financing;�1 necessary is contingent upon Initial ble Housing Units described herein; as wels Initial Lessee obtaining permits a�inlu�ig aae�q�uat access for ld the the Unit Owners to access their Affordable Housing Units at all times. Therefore, in the event Initial Lessee is unable to obtain financing, permits or adequate access within the time for performance set forth herein, Initial Lessee may terminate this Lease. Termination of the Lease under such circumstances shall constitute effective, fall and immediate conveyance and assignment to Lessor of all of Initial Lessee's property and redevelopment rights to and associated with the Demised Premises and the Project, subject to mortgagee protections as provided herein. Initial Lessee hereby acknowledges that in the event Initial Lessee terminates this Agreement, Initial Lessee will not receive a reimbursement from Lessor for costs incurred by Initial Lessee prior to such termination. Seetbon 20 17 on Gas Notification, Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may pose 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 releases Lessor from same. Section 20.18 Mold Dre. 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 maybe obtained from your county health unit or the EPA or CDC. Lessee and Sublessees accept responsibility to inspect for mold and take measures to reduce mold. Lessor shall not be responsible for Page 41 of 52 mold testing for any persons purchasing, P g, leasing or occupying any portion of the Demised Premises, and all owners, Lessees and Su -- Sublessees, hold Lessor harmless and indemnify Lessor for damages or claims related theretornnify and releases Lessor from same. Section 2o.1Subsequent Chan es in Law -or r Re ulation. where a change can • y be applied to benei~it, enhance or support' g objectives an policies, Lessor's affordable housing goals J d policies, Lessor shall have the right to ' changeg claim the benefit from any subs went to any applicable state or federal law or regulation � Lease the � on that might in any way affect this Affordable Restrictions, an Related • and • • Y Agreements or their respective application enforceability, without limitation. In such ' PP where necessary,instance, the Lease shall be construed or, may be reformed to give effect to thisProvision,' shall not permit a but such construction p fundamentally inequitable result for an y party. Section 20.20 vernment u ose. Lessor, ' � through this Lease and the Affordable Restrictions, furthers a government housing ' and inn rig Purpose, and, in doing so, expresslyreserves o way shall be deemed to have waived employees, ,for itself or its assigns, successors _.. p yees, officers, agents and representatives an s ' other similar defense immunity, Y sovereign, quasi -governmental and any • • • munity, exemption or protection against an suit cause • demand or liability. Y use of action, Section 20.21Breach of Related Agreements/RemecTo 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 2a Stpplemen al Admi ictrat;v e Enfor appropriate agency, may cement. Lessor, or its 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 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. Page 42 of 52 Section 2 .2 xce ' . to Lease � o i 't'o D. In addition privileges recognjzed herein for Initial Lessee and certain on to privileges its sole disc rtain `bulk purchasers, Lessor or its designee, ' discretion, shall have the right to adopt as a g . ' m Provisions to allow S ,p part of future Affordable Restrictions Sublessees the limited privilege to Units to qualified p g rent or lease their Affordable Housing q persons. Requests for such a roval shall g such procedures Lessorpp be made in accordance with may in the future choose to ado t. It is contemplated, promised or required, that certain � , P n emplaced, though not ain limited rental provisions maybe a for circumstances such as fore y adopted in the future xample, but without limitation: (a) A Sublessee's required absence from the local area for offici duty. al military (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 (3o) days. Lessor, in its discretion, shall have t ' ter he right to amend, mod' extend, urinate any such exceptions �y� d, decrease or p under this Section 20.23 or the Affordable • any time, rdable Restrictions at Section ao 2a Draffinx of Le and any Related A ,,,P�+ acknowledge that they � �— The parties g ey�ointly 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. Se c ' n 2 2 Lessor's Du to Coo • Related reem erate. where required under this Lease o �g ent, Lessor shall, to ensure r u the implementation of the public ' Purpose furthered by this Lease coo p affordability Sublessee � Aerate with reasonable requests of Initial s, mortgagees, title insurers closing 1 Lessee, regardingan relevant � • , osing agents, government agencies and the like Y ant terms and conditions contained her ein. IN WI'1'NFSS WHEREOF, the Lessor and the Lessee have hereunto set theih and seals, the day and year above written, r ands Signed, Sealed and Delivered in the presence of two witnesses: LESSOR: MON COUNTY By: J�1 d-A.,# l , s ^A Cka f r rA (.0,.euv 1 o NY Page 43 of 52 � 4 MONK =E ',�� ,�:--;= �.•,}�,�, COUNTY ATTORNEY WCOLEP 111,4 ovEe A 0 1 /■� 00 ItUANNE A. N Printed Name (both as to Lessor) Printed Name J—ofr�a/ (both as to Lessee) LESSEE: OVERSEAS RELOPM LI.0 On Page 44 of 52 EXHIBIT "A" LEGAL DESCRIPTION no r =sad kumn as JL tots, to aad !l1aa� 38, vow 80 Ysta�d ravo d inn L' • $ flat of s paft of eftft imso ' sty, �'toa��dt 2%at Po M�Uw8 * t s. �'f'o� and �0ce 38 sad 39 8 31a# of a �t of f� ; br UtIOU �. 32-1973 alo. •ate imp ie aft ' °� O a�ro �c'os�ds ly of �� 527,r P� 837 , of t" faibl�a l�I�ps �tY Page 45 of 52 RR)80LUTI011T ff0m, 33 1973 WHEREAS, the Board of County Commissioners of Monroe Coaaty, I+'loaida, hag been petitioned to renounce and disclaim anyright ght of the County and the public in and to the hereinafter described street e � alI yrovay, road or highway as delineated on the hereinafter described tnap or plat. and WHEREAS, due notice has been published and a public he Pa ariug has been held in accordance with Chapter 3369 Florida Statutes and WHEREAS, at said public hearing ao objections were ra ads to the renouncing and disclaiming of any right of the County and the a p blic is and to the hereinafter described street, alley-vvay. road or highway way as delineated .. on the hereinafter described map or plat, now therefore BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIaNERS OF MONROE COUNTY. F'LORIDA, that said Board hereby renounces and disclaims any right of the County and the public in and to the following de- scribed street, alleymay, road or highway as delineated on the he reivatter described map or pjt, toewft; That portion of First .Avenue 1 e , � �'°g and being between Blocks 36 and 390 McDonald s Plat, Stock Island, recorded in Plat gook 111 page S5 of the Public Records Of Monroe County, Florida. BE IT FURTHER RESOLVED BY SAID BOARD that the Clerk of Said Board be, and he is hereby ordered to publish no tice of said to eetitsg in accordance with the provisionv of Chapter 336, Florida Statutes. DATED March 27, 1973e Page 45a of 52 TOXHIBIT 661399 md DEPICTION OF PROJECT LAYOUT I �J f 111 � 111 1 1La I T r"-- Page 46 of 52 I 2 %d 'Pawl 37,a9S any Mica Devi Om ppa0a am Ogg bIEI Tod 43doci 62 b'i�iO�LL III a.a� ��a1� s�sMrEMu ��m�ctislswr�asn„��sv�a�. ��i1 11 .�� 44. w= Cq 'Ld 'F�igI i�'15 as �IIQQ MR 06" ==Z 7A WOO AM 4"W8 4nMa ©te � �OQ Don oo 9 Ov1*� a dw on om Page 46b of 52 =;;; Ploo0C{ *M 000E ppM a �a-+ a.e.via� 'tee 4"Ma flte cm mat on am lama■ No am :ME Ionam No ..=a I -am on amam on an r am no ..no on on no am am i � ) no an •■ am am "a � am of --I j .■ ww +no am �,. own no noam _ a■ an noas �•.. ian an, a■ as LA= AMOWN ►--=I �IIIII =, ■ No an j••n= Nora Ewan IB■sw a■ an .■ a. ■■ ataA on an ■ ■ ■N a ■saaa an as ■■■ n me an ■■ w. on an imai' i ■ on This InstmMent Prepared By: JERRY COLEMAN, P.L. 201 Front Street, Suite 203 Key West, Florida 33040 .EXHIBIT "C" COMMENCEMENT DATE AGREE MENT This Agreement is made as of 200 by and between ("'Lessor") and CLessee'). WHEREAS, Lessor and Lessee have entered' Premises des' into a Lease dated 200 f designated on Exhibit A attached to the Lease which —page ar alongwith a Related � � ch Was duly recorded at Book ed Agreement, that certain Agreement f -` 200_, recorded at Book Page � or Sale and Purchase, dated g ,all of the Public Records of Monroe County, Florida. WHEREAS, the Commencement Date . occurred; and � � further defined in Article IiI of the Lease , pursuant to the Lease, Lessor and Lessee ' � Lease. desire to confirm various dates relatingto the NOW THEREFORE, Lessor and Lessee below is true an agreeand acknowledge that the information set forth d accurate. Commencement Date: 200 r Initial Term Expiration Date: 210 The execution of this Agreement shall n • of constitute an exercise by Lessee of its tion with respect to any Extended Term. °l� EXECUTED as a sealed instrument on the date first set forth above. LESSOR: By: its Witness 1 Witness 2 MONROE COUNTY ATTORLey AFP ED AS TO 877 U NNE ONE LESSEE: By. its Witness 1 Witness 2 Page 47 of 52 EXHIBIT "D" Te--�!von DueOate Rent itm-po-rum Due Des t Lease Year 1 Aug 1 2008 $10.00 Lease Year 51 Aug 2056 $10.00 Lease Year 2 Aug 12007 $10.00 Lease Lease Year 52 Aug 12057 $10.00 Lease Year 3 Aug 1 ZOOS $10.00 Lease Year 53 Aug 12058 $10.00 Lease Year 4 Aug 12009 $10.00 Lease Year 54 Aug 1 2059 Lease Year 5 Aug 12010 $10.00 Lease Year 55 Aug 1 2060 $10,00 Lease Year a Aug 12011 $10.00 Lease Year 56 Aug 12001 $10.00 Lease Year 7 Aug 12012 $10.00 Lease Year 57 $10.00 Lease Year 8 Aug 12013 $10.00 Aug 12002 $10.00 Lease Year 9 Aug 1 2014 $10.00 Lease Year 58 Aug 1 2083 $10.00 Lease Year 10 Aug 12015 $10.00 Lease Year 59 Aug 1 2064 $10.00 Lease Year 11 Aug 12016 $10.00 Lease Year 60 Aug12065 $10.00 Lease Year 12 Aug 12017 510.00 Lease Year 61 Aug 12008 $10.00 Lease Year 13 Aug 1 1018 $10.00 Lease Year 62 Aug 12087 $10.00 Lease Year 14 Aug 1 2019 $10.00 Leese Year 63 Aug 1 2068 $10.00 Lease Year 15 Aug 1 2020 $10.00 Leese Year 64 Aug 12089 $10.00 Lease Year 16 Aug 12021 $10.00 L ease Year 65 Aug 12070 $10.00 Lease Year 17 Aug 1 2022 $10.00 L ease Year Be Aug 12071 $10.00 Lease Year 18 Aug 12023 $10,00 l ease Year 67 Aug 12072 $10.00 Lease Year 19 Aug 1 2024 $10.00 Lease Year 68 Aug 12073 $10.00 Lease Year 20 Aug 12025 $10.00 Lease Year 69 Aug 1 2074 $10 00 Lease Year 21 Aug 12026 $10.00 Lease Year 70 Aug 12075 $10.00 Lease Year 22 Aug 12027 $10.00 Lease Year 71 Aug 12076 $10.00 Leese Year 23 Aug 1 2028 $10,00 Lease Year 72 Aug 12077 S 10.00 ' Leese Year 24 Aug 1 2029 $10.00 Lease Year 73 Aug 12078 $10.00 Lease Year 25 Aug 12030 $10.00 Lease Year 74 Aug 12079 $10.00 Lease Year 26 Aug 12031 $10.00 Lease Year 75 Aug12080 $10.00 Lease Year 27 Aug 1 2032 $10.00 L ease Year 76 Aug 12081 $10.00 Lease Year 28 Aug 12033 $10.00 Lease Year 77 Aug 12082 $10.00 Lease Year 29 Aug 12034 $10.00 L ease Year 78 Aug 1 2083 $10.00 Lease Year 30 Aug 12035 $10.00 Lease Year 79 Aug 1 2084 $10.00 Lease Year 31 Aug 12036 $10.00 Lease Year 80 Aug 1 2085 $10.00 Lease Year 32 Aug 12037 $10.00 l ease Year 81 Aug 12086 510.00 Lease Year 33 Aug 1 2038 $10.00 Lease Year 82 Aug 12087 $10.00 Lease Year 34 Aug 12039 $10.00 L ease Year 83 qug 12088 $10.00 Lease Year 35 Aug 12040 $10.00 Lease Year 84 Aug 1 2089 $10,00 Lease Year 36 Aug 12041 $10,00 L ease Year 85 Aug 1 2090 $10.00 Lease Year 37 qug 1 2042 $10.00 l ease Year 86 Aug 12091 $10.00 Lease Year 38 Aug 12043 $10.00 L ease Year 87 Aug 12092 $10.00 Lease Year 39 Aug 1 2044 $10.00 L ease Year 88 Aug 12093 $10.00 Lease Year 40 Aug 1 2045 $10.00 Lease Year 89 Aug 1 20A4 $10.00 Lease Year 41 Aug 1 2046 $10:00 L ease Year 90 Aug 1 2095 $10.00 Lease Year 42 Aug 12047 $10.00 Lease Year 91 Aug 1 2096 $10.00 Lease Year 92 Aug 12097 $10.00 Page 48 of 52 Does 1635225 SkU 2283 P9U 963 .ease Year 43 Aug 12048 $10.00 Lease Year 93 Aug 12098 $10.00 ` Lease Year 44 Aug 12049 $10.00 Leese Year 94 Aug 12099 $10.00 Lease Year 45 Aug 12050 $10.00 Lease Year 95 Aug 12100 $10.00 Lease Year 46 Aug 12051 $10.00 Lease Year 96 Aug 12101 $t0.00 Lease Year 47 Aug 1 2052 $10.00 Lame Year 97 Aug 12102 $10.00 Lease Year 48 Aug 12053 $10.00 lease Year 98 Aug 12103 $10.00 Lease Year 49 Aug 12054 $10.00 Lease Year 99 Aug 12104 $10.00 Lease Year 80 Aug 12055 $10.00 Page 49 of 52 EXHIBIT "E" LETTER OF ACKNOWLEDGEMENT TO: Initial Lessee, or its assigns Address of Initial Lessee, or its assigns DATE: This letter is given to (....Initial Lessee....) as an acknowledgement in regard to the Affordable Housing Unit that I am purchasing. I hereby acknowledge the following: • That I meet the requirements set forth in the Affordable• Restrictions to purchase an affordable unit. I understand that the unit I • rice restricted am buying is being sold to me at a P tricted below fair market value form future s' Y� inularly situated persons and Monroe C ounty s benefits. • That the Affordable Housing Unit that I am • � purchasing is subject to a 99-year ground lease by and between Monroe County,aPolitical• of Florida subdivision of the State • (hereinafter tease) and therefore I will be subleasing a parcel of land. • That my legal counsel, terms and c has eXplained to me the conditions of the Lease, including without limit • term ""Affordable g anon the meaning of the Ie Restrictions", and other legal documents • transaction. g that are part of this • That I understand the terms of the Lease and how the terms and conditions set forth therein will affect my rights as an own . .Owner of the Affordable Housing Unit, now and in the future. S U t, • That I agree to abide by the Affordable Restrictions, frictions, as defined in the Lease, and I understand and agree for myself and m successors ' countymay c Y ssors in interest that Monroe y change some of the Affordable Restrictions o the Lease and that I over the 99-year term of will be expected to abide by an such changes. • That I understand an Y g ' d agree that one of the goals of the Lease is t Affordable Housing Units o keep the g nits affordable from one owner to the nex and I support this goal. pport • That in the event I want to sell m Affordable • . Y ble Housing Unit, I must comply with the requirements set forth in the Lease i P Y including but not limited to the price at which I might be allowed to sell it the • it to and � Persons to whom I aught be allowed to sell that the timing and procedures for sales will' be restricted. • That my lease prohibits me from severingthe improvements from the real property. • That my family and I must occupythe . Affordable Housing Unit and that it cannot be rented to third parties without the written approval of the Lessor. • I understand that in the event that I die m home m wife m • � Y me maybe devised and occupied by Y y children or any other heirs so lon the g as y meet the requirements for Page 50 of 52 DOcU 163522$ BkV 2283 P911 965 affordable housing as set forth in the Lease. That I Dave reviewed the terms of the Lease and transaction documents and that I consider said terms fair and necessary to preserve affordable housing and of special benefit to me. I hereby warrant that I have not dealt with any broker other than in connection With the consnation of the purchase of the Affordable Housing Unit. Page 5:t of 52 EXHIBIT "F" Modified or Additional Conditions This modification or S 12.02 Initial .t By De additional condition LODMONAT ISIONI. Initial Lessee acknowledges that there shall be shall: reserved by this Lease a right of first refusal in favor of Lessor to purchase or designate purchasers for any Affordable HousingUnits P aea e. Initial Lessee shall provide is offered for sale or lease. NOT P vide Lessor with written notice of its intent to commence APPLY marketing efforts and Lessor shall have nine o Lessor's receipt of �' C9.) days from the date of p the notice to enter into a reservation agreement with Initial X APPLY Lessee for the purchase/lease of all or a portion of the Affordable Housing ts unless Initial Lessee has been authorized in writing Um' Provision may itself constitute), b(which the omission of this to this Lease. . , y y Lessor to sell the Affordable Housing Units to individuals otherwise qualified to own/rent the Affordable H subject to all other affordable housi°�� Units and ng covenants of record. Notwithstanding anything contained herein to the contrary, all purchasers/lessees ess Affordable HousingUnits P requirements ees of such shall meet Lessors requirements of moderate or lesser income affordable housing, adjusted for familysize, applicable Affordable Restrictions and any other This modification or additional condition shall: NOT APPLY APPLY to this Lease. Page 52 of 52 "EXHIBIT C tol SUB -LEASE AGREEMENT BETWEEN OVERSEAS REDEVELOPMENT COMPANY, LLC & FLAGLER VILLAGE LIMITED PARTNERSHIP, LTD. THIS SUB -LEASE AGREEMENT is entered into this *day of August, 2009 by and between Overseas Redevelopment Company, LLC, a Flo da Limited Liability Company hereinafter "Sub -Lessor") ( essor) and Flagler Village Limited Partnership, Ltd., a Florida Li mited Partnership (hereinafter "Sub -Lessee"). WHEREAS, Sub -Lessor is the lessee under that certain ground lease dated July 19, 2006 between Sub -Lessor and Monroe County, a Political Subdivision of the State of Florida, as Lessor, for the real property located in Monroe County, Florida. described on Exhibit "A" attached hereto (hereinafter referred to as the "Ground Lease," a true copy of which is attached hereto as Exhibit "B"); and WHEREAS, Section 12.01 of Article XII of the Ground Lease prohibits the assignment or sub -letting of the Demised Premises without the written consent of Monroe County; and WHEREAS, Sub -Lessor desires to sublease the Demised Premises to Sub -Lessee and Sub -Lessee desires to sublease the Demised Premises from Sub -Lessor on the terms and conditions contained herein; and WHEREAS, Monroe County, having reviewed the proposed sublease, desires to consent to the sublease. Now THEREFORE, the parties do hereby say and agree as follows: 1. All of the above recitals are hereby incorporated into this Sub -Lease Agreement. 2. Sub -Lessor hereby sub -leases to Sub -Lessee, and Sub -Lessee hereby sub -leases from Sub -Lessor, the Demised Premises under the Ground Lease. This Sub -Lease is contingent on Sub -Lessee obtaining an award and receiving funding for HC tax credits from the Florida Housing Finance Corporation. 3. Sub -Lessee hereby agrees to be bound by all of the terms of the Ground Lease and hereby agrees to assume and perform all of the obligations of the Sub -Lessor under the Ground Lease. This Sub -Lease is intended to transfer site control to Sub -Lessee. 4. The term of this Sub -Lease Agreement shall be concurrent with the remainingterm under the Ground Lease. 5. The rent for thiixiW ,� initial lease payment of $1,000 000.00 then as available from cash flow *Piidht of not less than $1.00 year ear and not to exceed $50,000.00 per year. p 910 Wd Zm JZ UU 080338 801 031IJ 5. The Sub -Lessee shall be permitted to encumber the leasehold with a leasehold mortgage in order to complete the improvements to the land. The Lessor hereby consents to a leasehold mortgage for said purpose. 7. The Sub -Lessor (Overseas Redevelopment Company, LLC i s not released from . � Its obligations under the Ground Lease. 8. This Sub -Lease Agreement shall be governed by the Laws of the State of Florida. IN WITNESS WHEREOF, the parties have set their hand and seal the day year ear written above. SUB -LESSOR: Overseas Redevelopment Company, LLC By: HT C, i anager, b Timothy4. Koenig, mem t ,Scott G. Oropeza, member E. MiWh�rfiith SUB -LESSEE: Flagler Village Limited Partnership, Ltd. By: Overseas G.P., LLC, its general partner by HTR its man , by r:. A r Ti by J. oeni , XM�ber Cott G. Oropeza, m .1r Rot . Hiith, member CONSENT TO SUB -LEASE The undersigned hereby consents to this sub -lease. LESSOR: PONROE COUNTY u � .•.vim �� .w�r..e�_ tv • ti Date:qjC)q �a,nn i.. o loge CEP.r1< .1 � y D 1 e- l<. MONFOE COUNTY ATTORNEY A�'i�a A� TO 0 u,*;' '; M A. ON ...=.+�lT TORN AGOMm CERTIFICATE OP LIABILITY IN SURANCE 10r°21Vo9 � (305) Z94-4494 FAX: (305)743.OS9Z 1C�ya Inanraacs S*svices, Inc., 805 Peacock Plaza Rez Went 33040 THIS tERTNICATE Is ISSUED AS A MATTER OF p�AAT10N ONLY AND CONIFERS NO WOMTB UPON THE CERTIFICATE HOLDER, TiNd CERIOrf 'FICATE DOES NAN� EXTlI�O OR ALTBt THE �RAOE IIFFOR�ED 9Y THE BEtOMI. ItiSURERSAFFORDING COVERAGE W1�Ct "m it Owrseas edevelop�at Cas�►anY• LLC.Woulm 815 Peacock Plaza 11ey Not !L 33050 w Burl Ias . Co W1: THE POI. M OF MISURANCE LISTED BROW HAVE BEEN ISSUED TC THE v=RED NAMED AsovE FOR THE POLICY PERIOD MNICATED. NOTWHSTANDOG ANY REQU RENT. TERM OR CONOITiON OF ANY CONTRACT OR OTHER OOCtlMENT WITH RESPECT TO WHICH Tw C�ER'TiWCATE MAY BE ISSUED OR MAY PERTAMI, THE WOURAWN AFFORDED BY Tim POLICIES D�SCRIBEQan By na HEREIN iS SUB.PCT TO ALL TM TERMS. EXCLt1SI0N3 AND CONDITIONS OF SUCH POLICIES. --- BM rem OF IMNNdWCE POLICY MUMMER POKY LlMI1i i� HAL LIABILITY : 100008000 X COIwMER10 1 IF= = $ 100, 000 A CLAIMS MOM X occult MLOCS353017481 9/18/2009 9/18/2010 : s,000 180008000 280000000 GM AaoRE"TE LMIi ITAPPLlF.S Fes: : 3ac1 X AVI�OMOOILE UAWUW tea 31041M LIW ANY AUTO (" _ ALL OMAAED AUTO$ BODILY INJURY AUTOS (Per PON" a "!RW AUTOG BODILYMUM : NONOMW AUM PROMW WMAM _ 0� • GARAW Lug muff aMLY - fAACCJXW : a ANY /1UTO 5 u .... .. _ AM OMLY. AM WET e OCCUR CLAM MADE UE Q DEDUCTIBLE rMQ1lKE!!= t�OMFEM811110N AM 4 EMR.OiYlIl� LMOILIT1r I aim I ANY PRO Pill RIETARTNINVADMCUTAM Of�EA1ME1►ABT:R ExCLUOED? Its dr under 0�1IIER -Pomm O�+CRIP'110N OF 0l�RA710MEILOCA ADDED IIY PIIDiY!$IOMS CertiEieate holder is listed an an additional insured an the policy. WO" AM OF 111E ABOVE DEiCRI - POLE BE BRIE Tm Monroe County Board of County cm assioner E AroN DATE THEREDFe TIM INSUING Nit VWL TO MAIL 1100 8---- n Street i0 ,_ 0AV8 VINTMI Ma"E arnwc To 1W �IR I1o�t NAM TO TIN air. OffKoy Woo t , FL 33040 l`,LL B 10 00 so OWL a�rosE NO o01.10+►11oI1 OR L %N UTY OF ANY mm UPM 7m wurlo��a aE�sENtwnME - F . Hager/DEC ACM 25 (200 =) a ACCM CORPORATION 4888 IN3025 moe)-oft Pap 1012 AC"Ra TE f M,,DD,'YYYY) 41i-� CERTIFICATE OF LIABILITY INSURANCE 9/172010 ITRODUCEP (305)294-4494 FAX: (305)743-0582 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 'Keys Insurance Services, Inc. I HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 1605 Peacock Plaza ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. i Key West FL 33040 INSURERS AFFORDING COVERAGE NAIL # INSURED INSURER A. Century Surety Ins Group ,Overseas Redevelopment Company LLC INSURER 8 1815 Peacock Plaza INSURER C INSURER, 0 jKey west FL 33040 INSURER COVERAGES THE POLICIES Of- INSURANCE LISTED BELOW HAVE SEEN ISSUED TO THE INSURED NAMED ASOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENI WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE !SSUEM OR MAY PERIAIN, 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 INSR ADO'L POLICY OUCYEFFECVE POLICY EXPIRATION LTR INSR12 I)TE OF IN..NIEPOLICY -- POCY NUMBER 0ATE(MMJ11D1YTTYY`Y1 DATE LIMITS GENERAL LIABILITY EACH GCCURRi:NCF- X DANIA.,5E TO RIENTED PREM.SI's (Fa $ 100,000 A i S,AiMS MA,.ri X OGCjjRCCP669700 9/18/2010 9/18/2011 W.D EXP Any um, ixftn) $ 5,000 PEIOSONAL & AOV INJURY $ 1,000,000 GENERAI AGGRLGAIF $ 2,000,000 IAN" A';RF(-ME APPLIE,81"ER inold PRO X i,ot ICY L1;1 LOC AUTOMOBILE LIABILITY COM2INLD SINGLE U1,11IT ANY AUTO Al. I. OVIN F. D Al. FT 0l; 8ODIY INJURY HIRi 1) AU i 0S NOWOINNE 1) AIA 03 DAMA,'A GARAGE LIABILITY AG, I ONLY EAACCIDENi $ ANY A! S 10 OIHFR THAN EA A',C S ALI10 ON, Y AGO S EXCESS I UMBRELLA LIABILITY EACH OCCURRENCE S CLAIMS MADE AGGREGATE S DUCTIBI-L N ....... . .. WORKERS COMPENSATION WC S TATj OTii - - - - ------- - AND EMPLOYERS' LIABILITY YiN TORY LIMl f S, FR ANY T El EACHACCIL)FN1 5 o�I. jmandaito'ry in NH) L t 0,iSEASE EAEMI`"LOYeK i A 1W SIASF,POi!CYtjM, OTHER -- DESCRIPTION OF OPERATIONS LOCATIONS f VEHICLES /EXCLUSIONS ADDED BY ENDORSEMENT) SPECIAL PROVISIONS . .. . . ............. . . . .. ........... . ...... . Certificate holder is 1zstad as an additional insured on the policy. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION Monroe County Board of County Commssioner DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10 DAYS WRITTEN 1100 Simonton Street NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT. BUT FAILURE TO DO SO SHALL. Key West, FL 33040 IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. . . . ...... AUTHORIZED REPRESENTATIVE . ......... . ............ ACORD 25 (2009101) 1988-2009 ACORD CORPORATION. All rights reserved INS025 The ACORD name and logo are registered marks of ACORD