2nd Amendment 10/21/2009
DANNY L. KOLHAGE
CLERK OF THE CIRCUIT COURT
DATE:
October 23, 2009
TO:
Susan Grimsley, Interim Director
Growth Management Division
FROM:
Isabel C. DeSantis, D. C.
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A TTN:
Mayra Tezanos
Executive Assistant
At the October 21, 2009, Board of County Commissioner's meeting, the Board granted
approval and authorized execution of the following items:
Second Amendment to Ground Lease Agreement and Amendment to Commencement
Date Agreement between Monroe County and Islander Village, LLC to extend the term to 100
years and eliminate the annual $10.00 rent in order to comply with FS196.199(2)(b) to carry out
the original intent of the parties in regard to the property tax liability of the unit owners and to
benefit the unit owners by allowing a homestead exemption and all other exemptions allowed by
law.
First Amendment to Ground Lease Agreement and to the Commencement Date
Agreement between Monroe County and Park Village, LLC to extend the term to 100 years and
eliminate the annual $10.00 rent in order to comply with FS 196. 199(2)(b ) to carry out the
original intent of the parties in regard to the property tax liability of the unit owners and to
benefit the unit owners by allowing a homestead exemption and all other exemptions allowed by
law.
Enclosed are fully-executed originals of the above-mentioned for your handling. Should
you have any questions please do not hesitate to contact our office.
cc: County Attorney
Finance
File
Doc. 1764486 10/27/2009 4:03PM
Filed & Recorded in Official Records of
MONROE COUNTY DANNY L. KOLHAGE
PREPARED BY AND RETURN TO:
SPOTTSWOOD, SPOITSWOOD AND SPOTTS WOOD
500 FLEMING STREET
KEY WEST, FL 33040
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SECOND AMENDMENT TO GROUND LEASE AGREEMENT AND AMEND'MENT
TO COMMENCEMENT DATE AGREEMENT
THIS SECOND AMENDMENT TO GROUND LEASE AGREEMENT AND
~MENT TO COMMENCEMENT DATE AGREEMENT, dated this ~~ay of
LJ[:. , , 2009, by and between MONROE COUNTY, a political subdivision of the State of
Florida (hereinafter referred to as "Lessor"), and ISLANDER VILLAGE, LLC, a Florida limited
liability company (hereinafter referred to as "Lessee"):
WITNESSETH
WHEREAS, Lessor and Lessee entered into that certain 99-year Ground Lease Agreement
dated the 18th day of April 2007, for the property more particularly described therein (hereinafter
"Property") for the construction and development of eighty-nine (89) affordable housing units (the
"Affordable Housing Units"), said Lease being recorded in Monroe County Public Records at
Official Records Book 2301, Page 365, as amended by that certain First Amendment to Ground
Lease Agreement dated June 17, 2009 and recorded at Official Records Book 2422 at Page 1333
(collectively hereinafter "Lease"); and
WHEREAS, the parties entered into a Commencement Date Agreement dated the 18th day of
June, 2008, confirming various dates relating to the Lease, recorded in the Monroe County Public
Records at OR Book 2368, at Page 596; and
WHEREAS, it was the agreement of the parties that Lessor would not charge Lessee (or its
assigns or sublessees) rent, but in drafting the Lease an Annual Base Rent in the amount ofTEN
AND NOll 00 DOLLARS ($10.00) was included in the Lease as said language was considered usual
and customary for consideration in a deed or lease but it was not the intent of the parties for there to
be any rent paid; and,
WHEREAS, the parties wish to correct this error in the Lease; and
WHEREAS, Lessor and Lessee are authorized to amend the Lease pursuant to Section 20.03
so long as said amendment is in writing signed by the Lessee and Lessor; and,
WHEREAS, Lessor and Lessee desire to amend the Lease to provide that there shall be no
rent payable under the Lease, the intent being that the Lease will comply with Florida Statute
196.l99(2)(b); and,
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WHEREAS, Lessor and Lessee desire to amend the Lease to also provide that the initial
term shall be one hundred (100) years; and
WHEREAS, the parties desire to enter into this Second Amendment to Ground Lease
Agreement and Amendment to Commencement Date Agreement (hereinafter "Agreement") pursuant
to the terms set forth herein.
NOW, THEREFORE, in consideration of mutual covenants and obligations contained
herein, and other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the undersigned parties agree as follows:
1.
reference.
The recitals contained herein are true and correct and incorporated herein by
2.
The Lease is presently valid and in full force and effect.
3. Section 3.01 of the Lease is hereby amended to provide that the term of the Lease
shall be one hundred (100) years, commencing on the Commencement Date, and ending one hundred
(100) years thereafter, both dates inclusive, unless sooner terminated, or extended, as hereinafter
provided (the "Termination Date").
4. Pursuant to the Commencement Date Agreement referenced above, the
Commencement Date was May 29, 2008; therefore, the Commencement Date Agreement is hereby
amended to provide that the initial term expiration date shall be May 28, 2108.
5. Section 4.01 of the Lease is hereby amended to provide that there shall be no rental
payments due pursuant to this Lease so that the leasehold (and subsequent subleases) shall be taxed
as real property pursuant to and in compliance with Florida Statute 196.199(2)(b). Therefore,
Exhibit D to the Lease is hereby deleted. Additionally, the definition of "Rent" in Article I of the
Lease is hereby deleted and notwithstanding anything contained in the Lease to the contrary there
shall be no annual base rent due. Lessee and/or Sublessee shall remain liable for the amounts set
forth in Article VI, Article Vll, Article X, Article XI, Article Xll, of the Lease as well as any and all
obligations set forth in the Lease other than said annual base rent defined in Section 4.01.
6. The effective date of the amendments set forth herein shall be April 18, 2007 to
reflect the original intent of the parties; therefore, there shall be retroactive application.
7. Except as expressly modified by this Amendment, all terms and conditions of the
Lease remain in full force and effect, binding upon the parties.
8. Each party agrees that they have authority to sign this Agreement on behalf of each
party and represents and warrants that such person has the full right and authority to enter into this
Agreement on behalf of such party and to fully bind such party to the terms and obligations of this
Agreement.
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IN WITNESS WHEREOF, the undersigned executed this Second Am9'}dment to Ground
Lease Agreement and Amendment to Commencement Date Agreement this;.L day of Oc t , 2009.
LESSOR:
MONROE COUNTY BOARD OF
COUNTY OMMISSIONERS
~L4-d-
, Mayor
(SEAL)
ATTEST: DANNY L. KOLHAGE, CLERK
By: ~C. ~
, Deputy Clerk
Monroe County Attorney
Approved as to Form:
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By:
Susan M. Grimsle~
/()-J.I-d9
nty Attorney
STATE OF FLORIDA
COUNTY OF MONROE
BE IT KNOWN, That on the .:J / s I- day of 0 c. -r. , two thousand and nine, before me, a
Notary Public in and for the State of Florida, County of Monroe, duly commissioned and sworn, personally
came and appeared {S eo' "c.. f(. /II~,;It'4,,,, f , as Mayor of Monroe County Board of County
Commissioners, to me pers'O'nally known or has produced as identification.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my seal of office
the day and year last above written.
[Seal]
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LESSEE: WITNESSES AS TO LESSEE:
ISLANDER VILLAGE, LLC, a Florida limited
liability company Signetealed and delivered
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Edwin O. Swift, I~ Witness as to Lessee
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~ness as to Lessee
ST ATE OF FLORIDA
COUNTY OF MONROE
BE IT KNOWN, That on the ~ day of ~~ , two thousand and nine, before me, a
Notary Public in and for the State of Florida, County of Monroe, duly commissioned and sworn, dwelling in
the City of Key West, personally came and appeared EDWIN O. SWIFT, III, as Manager ofIslander Village,
LLC, a Florida limited liability company, to me personally known _ or has produced
as identification.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my seal of office
the day and year last above written. l1 A~ Sf ~
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NOTARY PUBLIC
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MONROE COUNTY
OFFICIAL RECORDS