11/17/2015 Occupancy AgreementDock# 206 971 0310212016 4: 2PM
Filed & Recorded in Official Records of
M N OE COUNTY AMY HEAV I U I
L DocN 2065971
UP 2784 PqN 1667
BETWEEN
M NR UN'Y
"LESSOR"
AND
A ITAT FOR HUMANITY OF KE Y WEST AND
LOWER FLORIDA KEYS, INC.
"'LESSEE"
DATED 1 I'D
Cud Ke
Page I f,1
D ocU 2065971
6kH 2784 P N 1568
Table of Contents
Article
Title Page No.
D efinition s
D emised Premises
III
Term
IV
Rent
8
V
Ikon- Subordination
I
Pa vent of Faxes and Utilities
1
VII
Mechanics' Liens
1
Vill
Governing Law, T, Cumulative Remedies
18
IX
Indemnification of Lessor
13
X
Insurance
1
I
Insurance Premiums
1
II
Assignment /Transfer
1
Iii
Condemnation
1V
Construction
2
�V
Mortgage Financing
28
_XVI
Default
:3
DTI I
Repair obl igations
3
VIII
A C ovenants of L essee /L essor
3
IX
Representations, W arrant ies of Title an Quiet Enjoyment
and No U nlmvful or Immoral Purpose or Use
3
X
Miscellaneous
3
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Exhibit "'A" Legal Description
Exhibit "B" Site plan 'ro ei , Depiction
Exhibit "C "' Commencement Date Agreement 48
Exhibit "W" Letter of Acknowledgment
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OCCUPANCY AGREEMENT AND GROUND LFASE
THIS A merit Lease ade and entered into in Ivey West, Monroe Count+, Florida,
n h* l
o t d of � 1 - � bar and bets een MONROE Co
(referred to s the 4�Lesso " or "ovvner ) an I ABITAT" FOR I I of KEY
NEST A.ND LOWER FLORIDA KEYS, INC., a Florida non - profit corporation (referred
to as the 4 `Les ee" or "Occupant
RECITAL
W EREAS, Lessor is the owner in fee simple o f the property (hereinafter
"property" or "Property "' ) located t what is nog known as, Lots , , io, and i i, Block ,
Cutthroat Harbor Estates, according to the Plat thereof, s recorded in Flat Look , Page
1.65, o f the Public Records of Monroe County, located between S Highway 1 and LaPitte
Drive on C }udjoe Key, approxim t.e mile marker 22.5, and bearing Real Estate Number
001 78350- 000000; 0017 , o- 000000; 00 1 78370 - 000000; and 001 0- 000000,
Monroe ounhr - , Florida; acrd
rl HE , it is Lessor's intent that the Property e de 'eloped to prov*de
affordable housing for Monroe County;
E , Lessee desires t develop the Property for sale anal owner- occupancy
use sixteen 1 employee housing units in the form of eight duplexes for qualified
own r occupants as depicted on E hibit "B" to this Lease, -hi h must, prior to the
commencement of this Project, be delineated y Initial Lessee n Conditional Use
Applications) that are subsequently approved by Monroe County in accordance , +� th the
Monr e C;ou t * Comprehensive Plan and the Monroe County Code ;
HER]RA , in or der to preserve the affordability of the Units to be de •eloped on
the Property, Lessor desires to lease the Property to Lessee for nineh -nine Fears,
subj ect to the Affordable - Employee Pestrietions as set foi and. further defined herein; and
NOW THEREFORE, In consideration of the MLLtual covenants and obligations
contained herein, and in an ontemporaneous Related Agreements betvv.een the parties,
the receipt and sufficiency of rhich ar hereby knowledged, the parties agree as follo -s:
ARTI LE I
:; -', ployee Housing Unit" shall can riesidential housing unit of which use is
restricted to households that derive t least percent of their household inc me from
gainful employment in Monroe County and meet the adjusted gross annual income limits
for median inco e as defined in Monroe County Code Section 101 -1 (2015), as amended
from tune to time, and of rh�ch tourist housing use or vacation rental use of such
Affordable Erploy-ee Housing Units is /are prohibited. Set forth in applicable sections of
tine Monroe County Land L evelopr ent Regulations, as rimy- be amended from tine to time
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k Othout limitation of Lessor's complete legislative prerogatives, said restrictions to
encumber the Property for the term of the ninety -nine 99 year l ease. The. singular
includes the plural and the plural includes the singular i hen referenced herein.
"'Affordable Restrictions" shall mean the affordable or em lousing
regulations as set forth in applicable sections of the Monroe County Land Development
Regulations or County Co 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 la "fully permissible sales price for an Employee Housing Unit to less than the
specified sales price for employee housing as set forth in M onroe County. Code Section io1-1
"Maximum Sales price, ONN ner occupied Affordable Housing Unit" (2 015), as amended
from time to time, as set forth in the Land Development Re gulations in effect at the time of
execution of this Lease where the effect upon are o�v n r 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 Employee 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
law established and equitably vested resale value or the reasonable alienability of
" ho e -ova ership" EmplmTee Housing Units. However, L essor may restrict mploye
Housing Unit resales and rentals to use a itEmplovee l a ing" as defined in th
,affordable—Employee Rest as amen from time to time. M reov -er, L essor may
establish in its i-& rFdable- Employee Restrictions tions "means" or "assets" criteria that limit
potential buyer or rental pools. Any such amendment shall not increase Initial Lessee's
responsibilities as set forth herein. it is the intent and purpose and shall be the effect of this
Lease an any Affordable-E mplovee Restrictions to ensure that the affordability of
Em to -ee H oLlSilIg U nits an dedicated real property upon which they are located is
maintained and enforced such that any administrative r le, policy or interpretation thereof,
made by Lessor or its designees relating to the maximum total amount of consideration and
cost permitted to be in any Nvav involved in a purchase transaction ( inc l uding but not
limited to purchase price, lease assignment fees, tents or any other compensation given or
received in or "outside" of related transaction) shall never exceed the affordability criteria
reasonably established by Monroe County for the dwelling units involved. In every ease, the
construction an interpretation of terms, conditions an 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
Count+, its economy, and it community character
" Date" shall mean the elate when Initial Lessee receives a Certificate
of occupancy for the fi rst Et riployee Housing Unit-
" Demised Premises 3 T shall mean the property leased pursuant to this Lease f or
development of the Em ployee Housing Units. The Demised premises is legally* described on
attached Exhibit "A. " Demised Premises, where th conte requires and th e construction
is most appropriate, shall also mean por -tions of the Demised Premises and any
improvements erected thereon.
"'Effective Date" shall mean the elate this Lease is fu e ecuted" nd delivered by all
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parties and the date that the Lessee shall be entitled to begin to occupy the _I emised
Premises for purposes of development and construction of the Project.
" Initial Lessee" means Habitat for Humanity of Key West and Lower Florida
Keys, Inc,
"Lease" shall mean this lease for the creation of the Employee Housing Lf n its on the
Demised Premises, as may be amended from time to time by the parties. It is expressly*
contemplated and intended by Lessor, as fee title holder to the Demised Premises, and
agreed to and accepted by Lessees, that any limitations, restrictions and/or other covenants
of any nature, whether established pursuant to this Lease or by the Affordable-Employee
HoLising Restrictions, be given the full force and effect of enforceable covenants running
with the land, equitable ser and all other cognizable legal and equitable real propert y
conventions so as to ensure the overall public affordable housing purposes intended to be
served, including appropriate application of cumulative enforcement theories.
"Lease Year" shall mean the heel .e (12) month period beginning on the
Commencement Date and each twelve 1 month period thereafter throughout the Terra of
this Lease.
"Lessor means MONROE COUNTY, or its assigns or designees. Lessor as used
herein and where the context requires, shall mean an agency or party designated by the
Lessor, by written notice to all parties, to administer or enforce some or any portion of the
provisions of this Lease or the Affordable -17 mployee Restrictions.
"Lessee" means the Initial Lessee and its successors and assigns, including the
Association created b . Initial Lessee for the Emit owners /tenants, if and ;, as well as the
indi Unit owners /tenants.
pr shall mean the required d evelopme nt of the Demised premises for sixteen
(16) employee housing units in the form of eight duplexes for sale for affordable
employee housing, primarily the required construction of Employee orising Units as set
- forth in Article XIV, but also including related infrastructure, securing of required
development approvals and permits, financing for the construction of the Employee
Housing ' n its, marketing of the Employee H ousfii g Units and creation of a n 7 required
governing Association.
elated Agreements „ shall mean any purchase and sale or other agreement entered
into Nvith Monroe Count* contemporaneously and in conjunction VOth this Lease and which
is recorded.
"Rent” shall mean any sure of money due to the Lessor under this Lease for anv w
reason. The terra Rent as used herein, shall not be misconstrued as authorizing rental use
or rental -occupancy of the 'Emplo yee 'Housing Units isithin the body of this lease, and
shall not be misconstrued to preclude definition and distinguishing of rent, rental rates and
other such other terms as rnav be provided for in Subleases and/or the Affordable-
,
1nip oyee Restr•rctiolls.
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"Sale" and "Sell" as used herein shall be broadly and liberally construed so as to
encompass, where conte tuall�yappropriate, any ground subleasing, sale, grant, assignment
or other conve Dance of an interest in anv portion of the Demised Premises authorized
pursuant to this Lease, but excluding any rental of an Eniplc y Housing Unit which may
be more particularly* discussed herein or in the Affordable-- Emplovee Restrictions) and any
granting of anv securihr, mortgage, note or other interest of a form and h e customarily
used purchase mone y or home equity loans.
"Sublease' shall mean anv com bination of instruments tha grant, convey or
others ise transfer a possessory use an title interest to any portion of the Demised
Premises, including, upon Lessor's subsequent express authorization of rental use and
rental - occupancy of the Employee Housing Unit, such authorize(d) recital agreement (s
with tenants or renters of an Employee HOLIsin Emit which may be more particularly
discussed herein or in the Affordable- Employee Restrictions) and any security, mortg
note or other interest of a form and type customarily used With purchase money- or home
equity loans. The title or exact nomenclature used to describe such in ti may vaiw to
suit p circumstances and shall lie within Initial Lessee's reasonable discretion and
still remain iAithin the meaning herein intended e.g., a "deed of improvements" rna v in a
given context be const as an effective sublease for purposes herein). It is intended that
the terra Sublease encompasses such instruments that effectuate qualified end -user, title,
Possession and/or use of Employee Housing Units de on th Demised Premises.
:'Sublessee" or "Owner" shall be broadly and liberally construed so as to mean an
individual Eniphwee Housing Unit owner r h o, as of the date suc person acquires or
renews his interest in the Employee I nit, qua lifies f or "'
H ousing" as in the Monroe County Code and who is gainfully employed at the time of their
purchase.
"Term" shall mean the Commencement Date, and continuing for ninety -nine 99
years thereafter, plus any agreed upon extension of this Lease, and unless otherwise
permitted by Lessor;, all Subleases and rights or interests granted thereunder shall
terminate at the end of the Term.
AR TICLE II
Demised Premi
Section 2 .01 Lessor's Demise. Limon the terms an conditions h ereinafter set forth,
and in consideration of the payment of the .dents and the prompt and full performance by
the Initial Lessee of these covenants and the terms and conditions of anv Related
Agreements, to be kept and performed by the Initial Lessee, the Lessor~ does lease, let, and
demise to the Initial Lessee (and permitted successor Lessees) and the "Initial Lessee"
hereby bases from the Lessor, the following described premises, situate, Hng and being in
Monroe Countv, Florida.-
Lots 8, 9 , 1 o, an 11 Block 8, Cutthroat Harbor Estates, according to the plat thereof,
as recorded in Flat Book 4, Page 165, of the Public records of Monroe County', located
between US Highway 1 and L Fitte Drive on Cudjoe Keys, approximate mile cu rl er 22 . 5,
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and bearing Real Estate Numbers bers 00178350 - 000000'. 00178 o- 00 001783 0 -
000000; and 00178380-- 000000, Monroe County, Florida.
Section 2.02 Conditions. The demise is likewise made subject to the follov - in.g:
(a) Conditions, restrictions and limitations, if any, now a of
recor ..
Zoning ordinances of the County- o Monroe, State of Florida, and and-
other applicable governmental body now existing or which may hereafter exist by reason o
a ny 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 th Lease, the Affordable- Employee Restrict an Related
Agreements, if any.
ARTICLE III
Terre
Section .0i Term. To have an to bold the Demised premises for a terra of nlnet -
nine 9 years cornmencing on the Commencement Date, and ending ninety -nine 99
years thereafter, both dates inclusive, unless sooner terminated, or extended., as hereinafter
prop i ed. (the "Termination Date"). Lessee shall be given possession on the Ef fective Date
and the terms and conditions set forth herein small be binding on the parties as of the
E ffective Date. Lessee shall have the right to occupy° the Demised. Premises as of the
Effective Date in order to allow Lessee to commence et nstruetion, as well as ether act ities
related to the de velopment and construction of the Project. As herein set forth, the Term
will not commence until an Employee H ousing Unit is completed and a Certificate of
Occupancy has been issued for that E mployee Housing Uri it, said date to be elAdeneed b v
J
the Com encernent Date Agreement that the parties �NiI1 upon completion of constrrretrorr
o f the first EinpIovee H0Llsing Unit executed in su stantiall the same form as that set forth
in Exhibit "C" hereto,
ARTI IV
Rent
eetron . o I Annua Base Rent. Lessee covenants an agrees to pa to Lessor
promptly w due , ithout notice or demand, acrd �dthout deduction or offset, Annual
Base Dent throughout the Term of this Lease beginning on the Commencement Date, in the
amount of Ten Dollars $10.o0 per Lease Year or partia L ease Year. Lessee shall p av to
Landlord said Annual Base Rent on the first dad. of the second month of each Lease 'Year
throughout the terra of this Lease.
section 4.02. All amounts payable under Section 4.01 hereof, as well as all other
amounts payable by Lessee to Lessor under the terms of this Lease, shall be pa'able in
V
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lax- ul money of the United States which shall be legal tender in payment of all debts and
dues, public and private, at the time of payment, each payment to be paid to Lessor at the
address set forth herein or at such other place - Mthin the continental limits of the United
States as Lessor shall from time to time designate by notice to Lessee. Except for any
income tax payable by the Lessor, Lessee shall Pay any and all taxes, including any local
surcharge or other tax, on the Beat payable pursuant to this Lease in addition to the suns
othenNise set forth herein.
Section .o A, It is intended that the Beat shall be absolutely net to Lessor
throughout the Term, free of any taxes, costs, utilities, insurance expenses, liabilities,
charges or other deductions whatsoever, iAqth respect to the Demised Premises and/or the
mvnership, leasing, operation, maintenance, repair, rebuilding, use or occupation thereof
Section .o4. All amounts payable by Lessee to Lessor under any of the pro - visions
of this Lease, if not paid when due as provided for in this Lease, shall bear interest at the
highest rate allowable under Florida law from the time they become due until paid in full b
Lessee. In addition, Lessee shall pay a late fee in the amount of ten (io%) percent of ny"
amount due from Lessee to Lessor which 'is not paid Mthln ten (1o) days of the payment
due date for any sums due for Rent and Within thirty- o days for any other suns due from
Lessee pursuant to this Lease; provided, however, such payment shall not excuse or cure
any default by Lessee under this Lease. It is agreed by the parties hereto that Lessee shall
reimburse Lessor for collection charges incurred as a result of the overdue Rent which may
include but shall not be limited to related attorneys fees, regardless of whether suit is
brought. Stich late fee shall he in addition to any interest payable by Lessee as set forth
herein from Lessee's failure to pay any Bent due hereunder. In the event that any cheep,
bank draft, order for payment or negotiable instrument given to Lessor for any payrnent
tinder this Lease shall be dishonored for any reason whatsoever not attributable to Lessor,
Lessor shall be entitled to charge Lessee an administrative charge for dishonored cheeps
pursuant to 1.olo, Florida Statutes, and/or any other applicable law. In addition, Lessor
shall be reimbursed by Lessee for any costs incurred by Lessor as a result of a payment
instrument being dishonored e.g., legal fees).
ARTICLE
Section 5.ol Non - Subordination. Not withstanding anything to the contrary
contained in this Lease, the fee simple interest in the Demised Premises shall not be
subordinated to any leasehold m.oftga e, 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- Emplovee Restrictions or
erformanee under or adherence to the tee ms of anv Sublease or related instrument shall
not be subordinated to any debt or equity financing, leasehold mortgage, lieu, encumbrance
or obligation of anv nature whatsoever.
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ARTICLE VI
Payment of Taxes and Utilities
Section 6.ol Lessee's Obligations. From the Effective Date to the Commencement
Date and as additional Rent during the Term of the Lease, the Lessee shall Pay* and
discharge, as they become due, promptly and before delin.quene , all taxes, assessments,
water and sew =er 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 extr ordina r, unforeseen and foreseen, of any kind and nature whatsoever,
vthich at am time during the Term of this Lease may be assessed, leiTied, 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 othergise arise out of the revenues received bit the Lessee
from the sale or rental ofthe Employee Housing Units to Sublessees, o r be associated NNIt
any document (to which the Lessee is a paw'-) 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 rnav elect either mode of payment and Lessee's
election shall be binding on Lessor.
Section 6.02 ublessee's obligations As additional Rent, any Sublessee, unless
Lessee fulfills all such obligations pursuant to Section 6.ol, above, shall pay and discharge,
as they become due, promptly and before delinquency, all taxes, assessments, water and
sewer rents, rates and charges, transit taxes, charges for public utilities, excises, levies,
licenses and permit fees and other governmental charges, general and special, ordinary and
extraordinary, unforeseen and foreseen, of any bind and nature whatsoever, which at any
time during the term of this Lease nay be assessed, levied, confirmed, imposed upon, or
grow or become due and payable out of } or in respect of, or become a lien ors, the Sublessee's
interest in the Demised Premises, or then 'ise arise out of the revenue received by
Sublessee from the sale of their Employee Housing Unit if contemplated r othenvise
authorized under this Lease or the Affordable-Employee Restrictions), Or be associated with
any document (to which the Sublessee is a part) creating or transferring an interest or
estate in the respective portion of the Demised Premises.
Section .o.-A obligations Altered Nothing herein shall require the Lessee to pay
municipal, .Mate, or federal income taxes assessed against the Lessor, municipal, state, or
federal capital levy, estate, gift, succession, inheritance or transfer taxes of the Lesser, or
Lessor's legal representative, corporate franchise taxes imposed upon any corporate o vner
of the fee of the Demised Premises; provided, however, that if at any time during the term of
this Lease the methods ofta xation prevailing at the c mmence Went of the term hereof shall
be altered so as to cause the whole or any part of the taxes, assessments, le ies, impositions
or charges now le - \ Ied, assessed and unposed, iNrhollyF or partially* as a capital le , \.y, or
otherivise, on the rents received therefrom, or of any tax, corporation franchise tax,
assessments, le-\y (including, but not limited to any municipal, state or federal levy,
imposition or charge, or any part thereof, shall b measured by or based in whole or in part
upon the Demised Premises and shall be imposed upon the Lessor, them all such taxes,
assessments, lades, impositions or charges, or the part thereof so measured or based, shall
be paid and discharged by the Lessee. All rebates on account of any taxes, rates, Ie ries,
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charges or assessments required to be paid shall belong to Lessee.
Section 6.o4 of Pay. ment The Lessee (and any Sublessee, as to their specific
interests in the Demised Premises) shall pay the taxes and other charges as enumerated in
this Article VI and shall deliv official receipts e Idencing such payment to the Lessor
(Sublessees shall only deliver receipts as may be required by the `for *clable - rnployee
Restrictions), which payment of taxes shall be made and the receipts d el iv -ered , at least
this o days before the tax, itself, would become delinquent in accordance iN-1- th the law
then in force governing the payment of such tax or taxes.. If, hove -ver, the Lessee desires to
contest the validitv of anv t ax or tax claim, the Lessee may do so withou being in default
hereunder, pro tided the Lessee gives the Lessor notice of the Lessee's intention to do so and
furnishes the Lessor or the applicable governmental agency IVNIth a bond dth a surety made
by a surety company qualified to do business in the Mate of Florida or pays cash to a
recognized escro w agent in Monroe County, one and one hal (1 1 / 2 ) times the amount of the
tax item or items intended to be contested, conditioned to pay such tax or tax items when
the validity thereof shall have been determined, and which written notice and b ored or
e quivalent cash shall be given b t the Lessee to the Lessor, not later than si r day's
before the tax item or items proposed to be contested would otherVise become delinquent.
Section 6-o5. Lessee s Defaul If the Lessee shall fail, refuse or neglect to make any
of the payments required in this Artic then the Lessor ma but shall not be required to,
pay the same and the arnount or amounts o f money so paid, including reasonable attorneys'
fees and expenses which might be reasonably incurred because of or in connection Mth
such payments, together 'ith interest on all such amounts, at the highest rate allowed by
law shall be repaid by the Lessee to the Lessor, upon the demand of the Lessor, and the
payment thereof may be collected or enforced by the Lessor in the same manner as though
such amount were an installment of Rent specifica required b the terms of this Lease t
be paid by the Lessee to the Lessor, upon the clay when the Lessor demands repayment
thereof or reimbursement therefor of and from the Lessee; but the election of the Lessor to
pay such taxes shall not waive the default thus committed by the Lessee. I otl4
the foregoing, Lessee shall have the right to contest any taxes an assessments ents le - Vied
against Lessee in accordance V Ith paragraph 6.04, above; and prodded Lessee files the
appropriate documentation to contest s tax or assessment, Lessee shall not be in default
o f 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
la vfullyr available to any taxing authorih
Section 6.o6 Sublessees Default. If a Sublessee shall fail, refuse or neglect to make
any of the payments required in this Article, then the Lessor may, but shall not be required
to, pay the same, and the amount or amounts of m nev so paid, including reasonable
attorneys' fees and expenses which might be reasonably incurred because of or in
connection iAith such payments, together � ith interest on all such amounts, at the highest
rate allowed by law shall be repaid by the Sublessee to the Lessor, upon the d eman d of the
Lessor, an the payment thereof may be collected or enforced by the Lessor in the same
manner as though such amount were an installment of Rent specifically required by the
terms of this Lease to be paid by-the Sublessee to the Lessor, upon the d wh the Lessor
demands repayment thereof or reimbursement therefor of and from the Sublessee; but the
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election of the Lessor to pad- such taxes shall not waive the default thus committed by the
Sublessee. N of , 6th t nding the foregoing, Sublessee shall have the right to contest any
taxes and assessments le against Sublessee; and provided Sublessee files the
appropriate d ocumentation to contest said tax or assessment, Sublessee sha not be in
default of this Lease or obligated t o pay any interest or other penalties t o Lessor. Nothing
herein shall be construed to pr event or inhibit the assessment measures and collection
remedies lawfully available to any taxing authority.
Section 6.07 Proration The foregoing notwithstanding, the partl s hereto
understand and agree that the taxes for the first year (beginning on the Effective Date) and
the last year of the Term shall be prorated proportionately bet - ween the Lessor and the
Lessee.
Section .o Appraiser to Respect Eff of Affordable -Emplo ee ,restrict It is
the intent of the parties that any appraisal of anv portion of the De Premises for
taxation, public assessment or utility service purposes fully reflect the effect of this Lease
and the Affor }dal le- Empl ovee Restrictions on the lawfully realizable value of relevant
portion(s) appraised, or where permissible by state law, "income approach'' or other
method of calculation.
ARTIC V11
Mechanic's Liens
Section .01 _ I_ Igo Dien Neither the Lessee nor anv Sublessee shall have the power to
subject the interest of the Lessor in the Demised Premises to any mechanic's or
material en's lien of any bind whether or not th e improvements are made Wit the consent
o f the Lessor.
Section7.02 Release of Lien. Neither the Lessee nor any Sublessee shall permit or
suffer to b filed or claimed against the interest of the Lessor in the Demised Premises
during the continuance of this Lease anv lien or claim of any bind, and if such lien be
c laimed or filed, it shall be the dut y of the Lessee, or the Sublessee, to which the lien or
claim is attributable, or both if Lessor, bv subsequent executed instrument, expressly
authorizes an Employee Housing grit to be used as rental unit, Nvithin thin• 3 days after
the Lessee or Sublessee shall ha ve been given written notice of sLich a claim having been
filed, or uith in thirt T o days after the Lessor shall h ave been g iven - Titten notice of such
claim and shall have transmitted written notice of the receipt of such claim unto the Lessee
or Sublessee, as the case ma- b, (which eve rthirF 3o day period expires earlier) to cause
the respective portion o f the D ernised Premises to be released from such claim, either lay
payment or by the posting of b ond or bv the payment to a court of competent j u risdi ctic n of
the amount necess r v to relie ve and release the relevant portion of the Demised ed Premises
from such claim, or in anv other* manner which, as a matter of law, NIQ11 result, N such
period of thirty 3 days, in releasing the Lessor and the title of the Lessor from such
claim; and the Lessee covenants and agrees, N�4th respect to any lien or claim attributable to
it, ''thin such period of thirty 3 days, so as to cause the affected portion of the Dm
Premises anti the Lessor's interest the reln to be released fro m the legal effect of such claim.
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Section '.o Lessee's Default if the Lessee shall fail, refuse, or neglect to perform
its obligations as required in this Article, then the Lessor may, but shall not be required to,
pay any suns required to cause the Demised Premises and the Lessor's interest therein to
be released from the legal effect of such claim and the ainount or amounts of money so paid,
including reasonable attorneys' fees and expenses which might be reasonably incurred
because of or in connection -v Fith such payments, together Ulth interest on all such amounts
at the highest rate allowed by law, shall be repaid by the Lessee to the Lessor, upon the
demand of the Lessor, and the payment thereof may be collected or enforced by the Lessor
in the same manner as though such amount were an installment of Rent specifically
required by the terms of this Lease to be paid by the Lessee to the Lessor, upon the dav
when the Lessor demands repayment thereof or reimbursement therefor o and from the
Lessee; but the election of the Lessor to pad* such amount shall not waive the default thus
committed by the Lessee.
Section 1 04 Sublessee's Default If the Sublessee shall fail, refuse, or neglect to
perform its obligations as required in this Article, then the Lessor may, but shall not be
required to, pay any sums re quired t o cause the Demised Premises and the Lessor's interest
therein to be released from the legal effect of such claim and the amount or amounts of
money so paid, including reasonable attorneys fees and expenses which night be
reasonably incurred because of or in connection N such payments, together with interest
on all such ainounts at the highest gate allo wed by l ay , shall be repaid by the Sublessee to
the Lessor, upon th demand of the Lessor, and the payment thereof may be collected or
enforced by the Lessor in the same manner as though such amount were an installment o f
Rent specifically required by the terms of this Lease to be paid by the Sublessee to the
Lessor, upon the day* when the Lessor demands r�epament thereof or reimbursement
therefor of and from the Sublessee; but the election of the Lessor to pay- such amount shall
not waive the default thus committed b y the Sublessee.
ARTICLE VIII
G overn in Law, Cumulative Remedies
Section 8.ol. Governing Law. All of the rights and remedies oft the respectil,re parties
relating to or arising under this instrument and am related documents shall b e governed by
and construed under the laws of the State of Florida.
Section 8.02 Cumulative Remedies. All rights and remedies accruing to the Lessor
shall be assignable in whole or in part and be cumulative; that is, the Lessor may pursue
such rights as the law and this Lease afford to it in whatever order the Lessor desires and
the law permits. Lessor's resort to any one remedy in advance of any other shall not result
in waiver or compromise of any other reined-v.
A IX
Indemnification of Lessor
Section g.01 In demnification by Lessee D uring the Terra of the Lease, an from
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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 E mployee Housing Units, Lessee xNill indemn.iA -, defend, and save
harmless the Lessor against any and all claims, debts, demands or obligations which rna f be
made against the Lessor or against the Lessor's title in the Demised Premises, arising out of,
or in connection ��Ath, or in any wav related to the Demised Premises. If it becomes
necessary for the Lessor to respond to av cl aim, demand or unanticipate matter or to
defend any action seeping to impose any such liability, the Lessee VY-ill pay? the Lessor all
costs of court and reasonable attor 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.
Notwithstanding the foregoing, it is hereby acknowledged that, except as others ise
provided in Section 1 .o1, upon completion of the construction and sale or assignment of
any portions of the project in accordance �Ith this Lease if contemplated and authorized as
a hone -ownership project, Initial Lessee shall be released from any and all liability related
to such transferred portions of the Demised Premises and the subsequent use thereof by the
Sublessees, their ernplovees, agents, contractors, guests or invitees, including without
limitation any death, injury or damage to person or property in or about the transferred
portions of the Demised. Premises, except as oth nki e set forth herein. How ever, this
release shall not constitute a release or wai of Lessor's rights, if any, or possible
entitlement to insurance coverages required by this Lease.
Lessor shall not be liable to Lessee, or to Lessee's assignees or Sublessees or their
employees, agents, contractors, guests, or inxrlte s, f or any death, injury, or d amage to
person or property in, about or relating to the Demised Premises. Lessee, on its and its
assignees' and their successors in interests' behalves, including a ny future Sublessees, or
grantees or licensees of the Initial Lessee, or any guests, invitees or tenants of any of the
foregoing, hereby* assumes and covenants for its own an their ow acceptance of sole
responsibility and liability to all persons for death, injury or damage related to or arising
from the ownership, possession, occupancy and for use of any portion of the Demised
Premises, and also, for all such future occupants, owners, Lessees, Sublessees, tenants,
guests, 1mitees and licensees, waives and releases forever all claims, demands and caus s of
action against Lessor and its officers, employees, agents, successors, assigns, contractors
and representatives for loss of life or injur T to person or property, of whatever nature.
Section 9.o2 Insurance. Can the ffective Date the Lessee shall cause to be v Titten
and put in full force and effect a policy or policies o insurance as noted in Article X insuring
the Lessee against anv and all claims and demands made by any person or persons
whomsoever for death, injuries or damages received in connection NNith the possession,
operation and maintenance o f th Demised Premises, All such policies shall nailie the
Lessee and the Lessor (and anv lender holding a mortgage on th e Demised Premises), a
their respective interests may appear, as the persons insured by such policies. Any- loss
adjustment shall regUire the written consent of both the Lessor and Lessee.
Section 9.0. Policy Limit Changes, The policy limits for the comprehensive liabiIihT
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insurance may b renewed bar Lessor e -en7 five years and adjusted upward, if, in the
reasonable discretion of Lessor such increase in coverage is prudent or if similar projects
have begun to require greater insurance coverage.
ARTICLE X
Section to.oi PropeM7 Insurance. From and after the Effective Date, the Lessee
vvill keep insured any and all buildings and improvements upon the Demised Premises
ag inst all loss or damage by fire, flood and v rindstorm, together Nkith "all rid s" "extended
coverage," which said insurance Nvtill be maintained in an amount sufficient to prevent any
paM in interest from being or becoming a co- insurer on any part of the risk, which amount
shall not be less than the full Replacement Cost value of the relevant portions of th
Demised Premises, and all of such policies of insurance shall include the name of the Lessor
as a n additional insured and shall fully Protect both the Lessor and the Lessee as their
respective interests may appear. In the event of destruction of buildings or improvements
by fire, flood, Windstorm or other casualty for which insurance shall be payable and as often
as such insurance money* shall have been paid to the Lessor and the Lessee, said suns so
paid shall be deposited in a j pint account of the Lessor an the Lessee in a bank designated
by the Initial Lessee, Lessee or Lessee's Mortgagee and located in the Countv in which the
Demised Premises is located, and shall be made available to the Lessee for the construction
or repair including any modification to the improvements sought by the Lessee and
approved in writing by the Lessor NNIth Lessor's approval not unreasonably - withheld , as the
case may be, of any building or buildings damaged or destroyed by fire, flood, i, or
other casualty for which insurance money shall be payable and shall be paid out by the
Lessor and the Lessee from sai joint account from time to time on the est imate of any
reliable architect licensed in the State of Florida officlally overseeing of such reconstruction
and repair, certlfOiig that the amount of such estimate is being applied to the payment of
the reconstruction or repair and at a reasonable cost therefor; pro however, that the
total amount of money necessar r for the reconstruction or repair of any building or
buildings destroyed or damaged has been provided by the Lessee for such purpose and its
application for such purpose assured.
In the event of the destruction or damage of the improvements located on the
Demised Premises, or any part thereof, an a s often as any portion of said Demised
Premises shall be destroyed or damaged by fire, flood, i in dstorm or other casualty, the
Lessee shall, , Mthin fift een 1 months or twenty - months for a substantially total
loss) from the date of such damage or destruction, rebuild and repair the same in such
manner that the buildings or improvements so rebuilt and repaired, and the personal
property so replaced or repaired, shall be of the same or of -value higher than were the
buildings or improvements and the personal property- prior to such damage or dent .rction,
and Lessee shall diligently prosecute the reconstruction or repairs �N ithout delay and have
the same rebuilt and ready for occupancy as soon as reasonably possible after the time NN,-hen
the loss or destruction occurred. The 15-month period or t v. ent 7 -four (2 month period
for a substantially total loss) f or reconstruction shall be enlarged by delays caused - Mthout
fault or neglect on the part of the Lessee, by act of God, strikes, lockouts, or other conditions
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(other than matters of refinancing the propel ) beyond the Lessee's, control.
Notwithstanding foregoing, and only v ith respect to insurance proceeds, the provisions
o f any leasehold mortgage substantially comporting vvith customary institutional lending
industry standards and the foregoing Lessor's interests shall control as to the use and
disbursement of insurance funds for reconstruction of the improvements in the event of any
casualty or damage to such improvements.
While the Project, or any replacement thereof, is in the course of construction, and
whenever appropriate while any alterations are in the course of being made, the aforesaid
fire and extended coverage insurance s hall be carried by Lessee in builder's risk form
written on a completed value basis.
otv ithstanding anything to the contrary in the immediately preceding p
in case of destruction of all of the improvements on the Demised Premises from any cause
so as to male all Employee Housing Units untenantable occurring during the last ten 10
vrears 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
thi rty , 3o da after the occurrence of the destruction. In the event this Lease has been
assigned to an Association contemplated or authorized under this Lease or the Affordable -
F',mployee Restrictions, the Association must o btain any necessar • vote t terminate. l n 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 termin to th is Luse i n the event of destruction duringthe last ten 1 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.
SectionlO.02 Commercial General Li billhT Insurance. The Initial Lessee and, if
applicable, the Association (upon assignment to the Association) shall maintain
C ommercial General Liabillty 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
C ommercial General Liability coverage Form [ISO Form CG oo - o1] as tiled for use in
Florida vN thout the attachment of restrictive endorsements other than the elimination of
medical pay �ents and fire damage legal liability.
General Aggregate
si,000,000
Products /Completed operations
$ 1 1 000,0 0 0
[ coverage for one i year after project completion]
Each Occurrence
1,000,000
Contractual Liabilitv.
8 1,000 9 000
Additional Named Insured Lessor, or its assigns or designees, as from time to time
designated by N Titten notice to Lessee, shall be included as additional insureds for
Commercial General Liability.
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S ection io.wi Environmental �
Impairment rment esponsi i it . Th e Lessee an i ts
ts
contractors acknowledge that the performance of this Lease is, or may be, subject to
Federal, State an local laws and regulations enacted for the purpose of pr t ti ,
preserving or restoring the environment. The Lessee shall, at the sole cost of the Lessee or
its contractors, be responsible for full compliance v any such la or regulations.
Section lo.LDAOther Insurance Lessee shall maintain such other insurance and in
such amounts a s may from time to time be reasonably required by the Lessor against other
insurable hazards N.Nrhich at the time are commonly insured against in the case of
construction of buildings and. / or in the case of premises similarly situated, due regard bei rig
or to be given to the location, construction, use and occupancy. In the event the Lessee
believes the Lessor's requirement for such additional insurance is unreasona the
reasonableness of Lessor's request shall be determined by mediation according to the rules
of, at Lessor's election, the Sixteenth Judicial Circuit in Monroe county, Florida, or, at
Lesson's election, according to the rules of the American ,Arbitration Association. Such
determination as to the requirement of co verage and th proper and reasonable limits for
such insurance them to be carried shall be binding on the parties and such insurance shall be
carried w ith the limits as thus determined until such limits shall again be changed pursuant
to the provisions of this Section. The expenses of such determination shall be borne equally
by the parties. This procedure may only be requested on each five year anniversary date
of the Lease.
Section io, o5 Procee Paya to Mo If any mortgagee bolding a mortgage
created pursuant to the provisions of Arti Xv elects, in accordance NNith the terms of such
mortgage, to require that the proceeds of any casualty insurance be held by and paid out by
the mortgagee, then such payment may be made, but in such event, it shall still be
obligatory upon the Lessee to create the complete fund -vith the leasehold mortgagee in the
manner set forth in this Article to assure complete payment for the work of reconstruction
and repair. Any mortgagee holding insurance proceeds shall require that such proceeds are
properly used to ensure repairs, but any mortgagee shall not be liable for misuse of funds by
Sublessee or Lessee. Y
Section io.06 Damagesjnsurance Proceeds; Joint Ban Account Any excess of
money received from insurance remaining in the joint bank account after the reconstruction
or repair of such building or buildings, if the Lessee is not in default, shall be paid to the
Lessee. Absent circumstances reasonably excused under the conditions set forth in
paragraph 1.0, in the case of the Lessee not entering into the reconstruction or repair of
the building or buildings A a period of six months from the elate of payment of the
loss, after damage or destruction occasioned b y fire, NNindstorm, flood or other cause, and
diligently prosecuting the same with such dispatch as may be necessary to complete the
same in as short a period of time as is reasonable under the circumstances after the
occurrence of such damage or destruction, then the amount so collected, or the balance
thereof remaining in the joint account, as the case may be, shall be paid to the Lessor and it
will be at the Lessor's option to terminate the Lease, unless terminated b y Lessee N.N-ithinthe
last tern 10 years of the Lease as set forth above, and retain such amount as liquidated and
agreed upon damages resulting from the failure of the Lessee to promptly, within the time
specified, complete such work of reconstruction and repair.
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Section 1o.Q .._._ ire t epa -ment The foregoing noWfth in the event the
insurance proceeds are the sum of one Hundred Thousand and oo loo Dollars
( $100,000.00) or less, then such proceeds sh be paid directly to the Lessee N ithori 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 NVI'thin fifteen 1 months from the date of such damage or
destruction, unless said period is enlarged by delays caused vv thout fault or neglect on the
part of the Lessee.
Section lo-o8 G eneral Requirements. All insurance to be provided by Lessee un
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 proNIded for in this Article shall, to the extent obtainable, contain clauses or
en dorsements to th effect that i no act or negligence of Lessee orany acting f or Lessee
or for any Sublessee or occupant of the Demised Premises which night other ise result in a
forfeiture of such insurance or any part thereof shall in any way affect the validitv or
enforceabilit r of such insurance insofar as Lessor, and that ( ii) such po licy of insurance
shall not b c hanged or cance N at least thi da w ri tt en 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 Subsequent Lessees Assig Sublessees and Grantees.
Tomithstan any - thing contained herein to the contrary*, in the event an authorized
Associa chooses not to obtain insurance coverage to protect against loss or damage by
fire, flood and iAindstorm for the indi Vidual Employee Housing Units and therefore does
not charge the Sublessees f or said coverage as part of the Association fees to be paid by the
individual Unit Owners if this project is expressly authorized as home-ownership
project); then, in such event Sublessees shall secure the above- described insurance coverage
for their indil idu l Employee Housing Units. Therefore, Lessor shall be entitled to require
replacement cost and other customary and reasonable insurance coverage(s) at least but
only t o the full replacement value of anv Sublessees' and/or any governing Association's
insurable interest in the Demised Premises. Any parties who subsequentIvbecome holders
of any title or possessory interest to a portion of the Demised Premises, shall u p on request
provide, in a form satisfactory to Lessor, proof of customary and reasonable insurance
adequate and sufficient to cover and protect all interests of the Lessor as set forth in this
Article X, at least to the extent and �� lue of that subsequent interest holder's insurable
interest. The sane or similar procedures for the use and application of insurance proceeds
as set forth abo may be require f or subsequent interest holders and the same remedies
ailable to Lessor for Initial Lessee's failure to comply With such insu rance requirements
shall be available to Lessor with respect to and.+ future interest holders. Future interest
holders including all Sublessees) shall name Lessor as an additional insured on an
required insurance policies.
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ARTICLE XI
Insurance Premiums
Section 11.oi Insurance Premiums The Lessee shall Pay premiums for all of the
insurance policies which. the Lessee is obligated to carry under the tees o f this Lease. In
the event Lessee fails to obtain and pay for the necessary insurance, Lessor skull have the
right, but not the obligation, Without notice to Lessee, to procure such insurance and/or pay
the premiums of such insurance, in which case Lessee shall repa Lessor immediately upon
demand by Lessor as additional Rent. The Lessor shall have the same rights and remedies
with respect to procurement of such insurance and/or pa vinent of SLIch insurance
premiums in the event a future subsequent partial interest holder e.g., Sublessee,
Association fails to obtain and pay for the necessary insurance.
ARTICLE XII
Ass i g nment/Transfer
Section 12 01 Assn nment by Initia Lessee. W th writt consent of Lessor,
Initial Lessee shall not assign, or sublet any portion of the D emised Premises, or change
management of the Demised Premises, except as othenN4se expressly provided herein.
Not-"withstanding the foregoing, Lessor acknowledges and agrees that the Employee
I dousing Units are to be developed as units for qualified sale to and qualified o'� rner-
occupancy for affordable employee housing, as defined in the Z ffordable- Employree
Restrictions. Any such sale, and any Lessor - authorized assignment or sublet, must contain
the provisions for the Affordable- employee H LI zng Restrictions as set forth in this Lease
and in the Monroe Countv Code. Therefore, the Employee Housing Units rnav not b
rented, subject to rental use, renter - occupied, or sub- -lettd 'Alithout the Initial Lessee
obtaining consent from Lessor for such recital, rental use, rental - occupancy, or sub - l etting,
provided that Initial Lessee shall follow the guidelines set forth herein. In the e'�Fent a n
Employee Housin; Unit is t o be rented, subject to rental use, renter - occupied, or subletted
pursuant to Lessor's express written consent, such rental, rental use, renter - occupation, or
subletting shall only be rented, subject to rental use, renter - occupied, or subletted at rates
allowable tinder the Affordable- Restrictions for median or lesser income -
quali ed third - parties. Additionally, in th e e vent Initial Lessee retains o - nership o f
in ployee Housing U nits for Lessor - au thorized rental, rental use, mental occupancy, or sul l -
lettin Initial Lessee shall have the right to assign its duties as property manager for said
Units to a third- party only upon obtaining additional express Britten consent of Lessor, and
Initial Lessee shall at all times ultimatel v remain responsible for the performance of such
duties by an designated propert y manager. Initial Lessee shall no t be authorized to assig
its interest in this Lease for any portions of the Demised Premises to a homeowners',
condominium, or similar Association, Mthout the express written consent of Lessor. In the
event Lessor so approves such assignment to such Association, anv such Association and its
related declaration, articles of incorporation, bylaws, and any other overnin document
g g
a s may be amended, shall first be approved bv Lessor or its designee for compliance u ith
the goals, purposes, and intent of this Lease and the Affordable- Em ployee Restrictions.
Where Lessor approves such documents as complying with the foregoing, Lessor majoin
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Bka 2784 P9N 1588
in any community o wnership governing documents as may be required by Initial Lessee in
order to conform its planned grit 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 o the Affordability Restrictions. Monroe Count shall have sixty 0
business days from receipt of said documents to review and object to any contents thereof.
Upon the foregoing Lessor authorized assignments bv Initial Lessee, the Em ployee orIsirrg
Unit o vners and the As sociation s hall assume an thereby be assigned Lessee
responsibilities to Lessor for their respective portions of the Demised Premises, releasing
Initial Lessee from the sane for all such portions, except for design and construction defect
liability for which builders developers are other -vise responsible under Florida law. It is
hereby acknowledged that Lessor shall have the right to assign any of its duties and rights
related to such assignment(s), finding a qualified purchaser(s) for re- sales, or renters in the
ease of Lessor - authorized rental (unless the rental units are owned by Initial Lessee and
Initial Lessee c to manage the retained units, then in such event Initial Lessee shall
ba re the right to f qualified renters for said rental units where that right is not in conflict
w ith the Affordable Employee Restrictions), to the i Monroe County Housing Aut h orit *, or to
a nv other governmental entity or profit or non - p organization designated and approved
bv
cti11 x.2.02 Initial S aIeZ Initial Lessee, Initial Lessee shall be authorized to sell
the E'nrployee Housing [grits to in ik i ivals qualified to own and o wner-)occupy the
E mployee Housing Units and subject to all other affordable housing covenants of record.
Not-v Withstanding anything contained herein to the contrary, all purchasers/ Sublessees of
such Employee HoLising n'ts shall meet Monroe County's requirements of median or
lesser income affordable housing, adjusted for family size, and any other applicable
Afford able m plovee Restrictions. Initial Lessee shall upon. Lessor's request proNide
verification in a form and manner reasonably determined by Lessor that
w
purchasers /sublessees, and/or, if applicable, tenants, approval for all Employee Housing
Units meet the requirements herein.
Section 1..o Assi nrxrent`rr sublessees At such time as any iniid.ual
[knit caner /Sublessee desires to sell or other , "rise transfer their Employee Housing Units
and interests, and if applicable) where Lessor, subsequent to the effective elate of this
Lease, expressly and in writing consents to the assignment, rental, rental use, rental
occupancy, or subletting of the Emplovee Housing Unit (s) or interests, such
Omer /Sublessee shall be required to follow the procedures set forth herein and any
procedure that rnav be set forth in the Affordable- Emplo - Restrictions, and anv
conveyance, transfer or other disposition and the acceptance of such transfers shall be
automatic llv deemed a agreement to the conditions set forth herein.
.Section .04 Required Notice of Restrictions. trictions. Airy conveyance, lease, assignment,
grant or other disposition of any interest made �v ith respect to any portion of the Demised
Premises, including but not limited to any recorded Association governing documents,
other than those mortgage interests pro tided for in Article XV, shall contain the following
required Notice of restrictions in a conspicuous location on the upper one- of the first
page of the relevant instrument effectuating the interest in bold capital typed letters greater
than or equal to 14 point font:
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NOTICE OF RESTRICTION
AN INSTRUMENT OF CONVEYANCE, LEASE, ASSIGNMENT, GRANT
OR OTHER DISPOSITION OF ANY INTEREST IN OR TO ANY PORTION OF
THE DEMISED PREMISES O TO ANY IMPROVEMENTS ERECTED
THEREON WILL BE SUBJECT TO CERTAIN RESTRICTIONS INCLUDING BUT
NOT LIMITED TO RIGHTS OF FIRST REFUSAL, USE, OCCUPANCY, INCOME,
MEANS, RESALE PRICE, RENTAL AND MORTGAGE LIMITATIONS,
INCLUDING BUT NOT LIMITED TO THOSE SET FORTH IN OFFIC
RECORDS BOOM i , PAGE OF THE PUBLIC RECORDS OF MONROE
COUNTY, FLORIDA.
The book and page numbers of the first recorded page of this Lease and the first recorded
page of any recorded Association governing documents affecting the respective portion of
the Demised Premises s hall b set forth in the N otice of Restrictions. Any instrument of
eonVe ance, lease, assignment or other disposition made without follow -ing the notice
procedures set forth herein shall be void and confer no rights upon any gird - person,
though such instruments may in some eases be Validated by fully correcting then according
to procedures established by Lessor, as determined in Lessor's sole discretion., so as to
ensure compliance with the public affordability purposes furthered by this Lease and the
i\ffor Pestrictions.
Section 12.05 Fo llow - on Sales and Assig nments of G round Lease Req uirements; R ig ht o
First Re fusal. Unless otherx ise subsequently authori ed in writing by Lessor, only purchase
a d sale of these Employee dousing Units as homeownership units is contemplated
plated
herein, and only owner occupancy is contemplated herein. If Lessee or Sublessee can not
find a suitable purchaser or sublessee, or, if applicable, qualified tenant, for the Affordable
Housing Unit(s) Lessee shall notify Lessor who may pro - % ide Lessee with a qualified person
or Lessor ma y have the right of first refusal to purchase the premises. In order for an
owner sublessee or subsequent owner or, if applicable, Initial Lessee, to sell the Affordable
Housing Units, they shall be required to comply With the folloi ing:
a. caner /sublessee subsequent oN-� er Initial Lessee (all hereinafter
kioiN ner sublessee" or "sublessee" ) shall notify? the Lessor or its designee in �NTiting of
their desire to sell the Employee Housing Unit and assign the sublease, said notice
bereinafter referred to as a "Transfer Notice." The Transfer Notice shall include the
proposed purchase price for the Employee Housing Unit, and any other
compensation permitted the Seller relating to the proposed sale, which shall be in
accordance with the Affordable- Fmploy-ee Restrictions. Undisclosed compensation
to a Seller or to any other party is prohibited and *here it is found to have existed
�� th respect to any transaction, the amount thereof shall be recovera in law an
in equity from any party to or facilitating and bene .tting from suc transaction (s
i'th 1 rno wled e thereof,
b. Lessor shall have sixty o days from the date of receipt of the i-NFritten Transfer
Notice to exercise and/or to assign a right of first refusal granted hereunder to
purchase the Emplovee Housing Unit or to find or identify to the selling part* in
Page 21 of 51
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writing a qualified purchaser who meets the income and other requirements for
purchasing the Employee Housing Unit. Additionally:
1. The total sales price for all interests to be transferred shall be the purchase
price se forth in the Transfer Notice, which shall not exceed the highest price
permitted under the Affordable- Employee Restrictions. All additional terns
of the contract shall be consistent vv Employee R est rietions.
Sublessee hereby agrees to execute a contract with a pre -qualified purchaser
identified by the Lessor r the Lessor if it exercises its right of first refusal)
and to cooperate with reasonable closing procedures not in conflict v6th the
Affordable- Employee Restric
c. In the event Lessor elects not to purchase or fails to identify a qualified purchaser
who enters into a purchase contract within sixty 0 days and who closes as
provided above, and provided that Sublessee has full* complied v6th all required
procedures set forth in the Lease and the Affordable-Employee Restrictions,
Sublessee shall be entitled to sell the property to a qualified purchaser pursuant to
the Affordable- Employee .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 terns to ensure that the terms and the proposed purchaser meet
the requirements for purchasing the Employee Housing Unit. Sublessee shall
provide Lessor with a full copy of a written purchase and sale contract (and all
addenda) within three 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 sixty (ho) d ays from receipt
to review the terms of the contract documents. In the eve Lessor fails to provide
Sublessee N�, ith written approval or any NNTitten objections Within sixty o days
from receipt of said documents, Lessor shall be deemed to have not objected to
closing of the proposed transaction though not to have waived the enforceability of
any applicable provisions of this Lease or the Affordable- Employee Restrictions,
trictions,
whether or not any non - compliance rnav have been apparent from or may have been
indicated in the documents provided. Sublessee and the potential buyer shall also
provide any other information Lessor reasonably deems necessary. to v
purchaser /Sublessee qualifications. All purchase and sale contracts shall be deemed
to be contingent on the buyer and transaction being qualified under the Affordable-
Employ Restrictions. Lessor an the proposed parties to a transfer transaction
may agree to additional time periods necessan to verify full compliance with all
aspects of the Affordable R estrictions. In no case shall Lessor, or its
designees, be deemed to waive v ith respect to any party any requirement applicable
to that part? under this Lease or the A ff ordable - Employee Restrictions w here it
turns out that such requirement applicable to that party under the Lease or
Affor dable- Ernplovee R estrictionswas not in fact met, true or complied vNith. Lessor
reserves, to itself and to its designees, all legal and equitable rights it dears
necessary or appropriate to ensure that all portions of the Demised premises are
used for Affordable housing, the purpose for which they were intended, including,
but not limited to, termination of the sublease for anv portion o f the Demised
ised
Premises and forcing sale and/ reassignment of any improvements thereon.
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d. Lessor s hall be deemed reasonable in v ithholding its appro val for any proposed sale
if the contract terms and proposed purchaser do not meet.the requirements set forth
herein or in the Affordable - Employee Restrictions. Aft the Lessor h as re 0 e d an
approved a contract, Su blessee s hall not ha ve the a bility to amend the terms of the
contract unless Sublessee obtains Lessor's appro val of the amendment as set forth in
paragraph c. above. The sublessee shall only transfer their interest to approved
persons, as defined by this Lease and the Affordable - Employee Restrictions for
median or lessor income, or to Lessor in the even Lessor and Sublessee are unable to
find a qualified purchaser, so long as Lessor chooses to purchase the Employee
Housing U nit, in Lessor's sole and absolute discretion. Additionally, after the
expiration of the sixty day period described in paragraph b. above, and before
Sublessee has found a qualified purchaser, Lessor rear, but is not obligated to,
continue the search for a qualified purchaser. In the event Lessor finds and identifies
a qualified purchaser prior to Sublessee doing so, the procedure set forth in
paragraph b . a bove shall be follo wed.
e. Lessee and Sublessees are deemed to understand.and agree that Lessor Ma v, in
its sole and absolute discretion, so require that any Employee Housing, Unit be
sold as an affordable "ownership" and "o� er- occupancy /occupied" Employee
l- lousing Unit which is made the subject of any unauthorized/ uncon ented -t
( �Nithout Lessor's express written consent su bsequent to th e effective date of th
Lease) offer to rent, or which is attempted to be or is actually rented absent
speeific, express, Lessor authorization consent subsequent to the effective elate of
this Lease, be deemed to have become the subject of an irrevocable offer to sell
the Employee Housing Unit and thus subject to the right of first refusal
provisions of this Article and allow Lessor or its designee to purchase the
Fnaployee Housing 'Unit at the lesser of i. the purchase price paid by the offeror,
or (ii.) the highest price permitted under the Affordable - Employee R estrictions.
Lessor mav establish rental first right of refusal procedures similar to those set
forth above, for Emplo yee Housing Units to be used for consented -to /authorized
affordable rentals in accordance with the terms herein and in the Affordable -
Empl vee Restrictions. In such case, a Sublessee may rent its Unit so long as all
rental agreements follow the guidelines and procedures set forth herein and in
the Affordable -Emplo yee Res trictions and, in addition, as otherwise required by
Lessor, including, but not limited to, prodding Lessor Monroe County NN th
copy* of the proposed rental agreement for re - kie - and approval. Additionally, said
rental agreement must include a copy of any Association rules and regulations, as
well as an acknowledgment ent by the tenant that he /she /they � , Yrill abide by the rules
and regulations of the Association, and shall provide the Association VQ'th a copy
of said rental agreement to ensure compliance. Furthermore, no rental agreement
skull be allowed for an Employee Housing Unit for a terra greater than one 1)
rear, or containing are automatic renewal terra that would frustrate Lessor's
rights or continued affordability expectations established under this Lease or the
Nffordahle-- Em ployee Restrictions. Additionally, in the event a tenant has been
cited for a violation of the rules and regulations of the Association more than
Mice in an v calendar year, Initial Lessee and Sublessee hereby agrees not to
renew said lease 'M*tho t first obtaining the approval of the Associat B oard of
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Directors, and said approval may be withheld in their discretion. Airy rental
agreement shall contain the folloNving warning prominently set forth in writing:
BY SIGNING THIS RENTAL AGREEMENT THE TENANT AGREES THAT
UPON SURRENDER OR AB N ONMENT, AS DEFINED BY CHAPTER S
FLORIDA STATUTES, THE LESSOR SHALL NOT BE LIABLE OR
RESPONSIBLE FOR STORAGE OR DISPOSITION of THE L ESSEE'S
PERSONAL PROPERTY.
Section 12.o6 Assignment Lessor. This Lease shall be freely assignable by the
Lessor, and upon such assignment, the Lessors liability shall cease and Lessor shall be
released from any further liability. In the event the ownership of the land comprisi
r ng 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.
Section 12.o ....l eath of a [.grit Owner In the event the Owner of are E mplovee
Housing Unit dies, Lessor shall, unless for good cause sham, consent to a transfer of the
leasehold interest to the spouse, children) or other heirs, devisees, legatees or beneficiaries
of the El mplovee Housing Unit O wner provided that such persons state, in writing, Linder
oath that they have reviewed the terms of this Lease and anv related documents, and that
they understand and accept the tens of this Lease by signing an acknowledgement, which
is substantially in a form similar to that attached hereto as Exhibit "D." All spouses, heirs,
deNgisees, legatees or other beneficiaries must demonstrate to the Lessor's reasonable
satisfaction that they grralifv for ownership and/or occupancy of an affected Ernplovee
fIousing Unit as proNided for under this Lase and in the Affordable- EmpIovee Restryic;ti o ns.
All estates and leasehold or other interests granted in or con-% with respect to any of the
Demised Premises do not extend to any degree so as to limit or inhibit the intent and
operation of this Lease and the Affordable-Employee Restrictions, it being expressly and
irre vocably accepted on behalf of all future Sublessees and all those who would or might
succeed to their interests, that these Demised Premises and each and every portion thereof,
for the entire Terra of this Lease, are to be used as affordable employee hoLising according
to the Afford.al le -E plovee Restrictions. In the event the spouse, heirs, devisees, legatees
or beneficiaries of a deceased ONvner do not meet the requirements for affordable housing,
such persons shall not occupy the premises and shall not be entitled to possession, except
and only to the extent that the Lessor perinits same, under conditions that it determines
furthers the goals and public purposes of this Lease and the Affordable- Employee
Restrictions. Therefore, in such event, the heirs of the decedent shall, if required by Lessor,
transfer their interest in the Employee Housing Unit in accordance with the provisions of
this Article XI1 and cooperate with the Lessor in accomplishing same. It is the intent of this
Lease, to the full extent Florida law permits, that constitutional homestead rights not be
construed to inhibit or limit the intended operation of this prox ision.
Section12.o8 Administrative Fees. With the exception of the initial sales by Initial Lessee,
where the Lessor authorizes sales of units for individual home- ownership purposes, the
Lessor or its designee shall be entitled to charge three and one -half percent 1 of the
Purchase Price (gross compensation however described) for any transferred interest (other
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than simple security mortgage interests in which Lessor identified the purchaser, as an
administrative fee for coordinating the closing on any Employee Housing Unit, said fee to
be paid by the selling [Tit Ox ner 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, and the life, 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 for one and one -hall' percent 1-1 f the Purchase Price
for review of the contract and assistance with coordinating the closing on the Employee
HOLIsing Unit. After the initial sales b v Initial Lessee, the Lessor or its designee shall be
authorized to designate closing, escrow, and title agents invol -ved in all transactions
involving interests subject to this Lease. After the initial sale of each F111ployee Housing
U nit by Initial L essee, Lessor or it d esignee may, initia an from time t o time, establish,
promulgate, revise, and/or waive all or part of such fees related to the administration of this
Lease and n -v Subleases.
ARTICLE XIII
Condemnation
Section .01 E minent Domain; in' Cancellation. If, at an y time d urin g th continuance
of this Lease, the Demised Premises or any portion thereof is taken, appropriated or
condemned bv reason of eminent domain, there shall be such division of the procee and
awards in such condemnation proceedings and such abatement of the Dent an other
adjustments made as shall be just and equitable under the circumstances. Ifthe Lessor and
the Lessee are unable to agree upon what diNision, annual abat of Rent or other
adjustments as are just and equitable, within thirty days a such award has been
made, then the ma tters in dispute shall be determined in accordance NVIth mediation
according to the axles of, at Lessor's election, the 1 t� Judicial circuit in Conroe County, or,
a t Lessor's election, according to the riles of the American Arbitration Association. Such
determination made by the mediation shall be binding on the parties. If the legal title to th e
entire Demised Premises be Tholl taken by condemnation, the Lease shall b cancelled.
Section 1102A VI)ort ionment . Although the title to the building and improvements
placed by the Lessee upon the Demised Premises NNill on the Termination Date pass to the
Lessor, nevertheless, for purpose of con demnat ion, th f that the Lessee placed such
buildings on the Demised Premises shall be taken into account, and the deprivation of the
Lessees use (and any use of a Sublessee) of such buildings and improvements shall,
together with the 'term of the Lease remaining, be an item of damage in determining the
portion of the condemnation award to which the Lessee or Sublessee is entitled. In general,
it is the intent of this Section that, upon condemnation, the parties hereto shall share in
their awards to the extent that their interests, respectively, are depreciated, damaged, or
destroyed by the exercise of the right of eminent domain. In this connection, if the
condemnation is total, the parties agree that the con demnation award shall be allocated so
that the then value of the property, as though it Nvere unimproved property, shall be
allocated to the Lessor, and the then value of the building or buildings thereon shall be
allocated between the Lessor and Lessee after giving clue consideration to the number of
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years remaining in the Term of this Lease an the condition of the buildings at the time of
condemnation.
ARTICLE XIv
Construction
Section -1 . 1 Requirement to n tru t P
( a) _ Initial Lessee shall commence construction of the Project by Mav IZ , 201$
and shall receive certificates of occupancy for the sixteen 1) units by December 31, 2018.
The foregoing l imitation of time for the completion o f, th e Project may be extended by
written agreement bet ween the parties hereto,
( b) During the course of construction of the Project, Initial Lessee shall proNride
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 1 19 to be such records only because of this pro - vision. Lessees
(but not individual sublessees occupying an E mployee Housing Unit as their primary
residence) shall maintain all boobs, records, and documents directly pertinent to
performance und. rthis Lease in accordance -� itb generally accepted accounting principles
consistently applied. The County Clerk, State Auditor, or a designee of said officials or of
the Lessor, shall, during the term of this Agreement and for a period of five ears from
the date o ftermina tion of this Agreement, have access to and the aright to examine and audit
any Records of the Lessee i nvo l N ing t ransactions related to this Agreement.
( c) The Project shall be constructed in accordance Nvith the requirements of all
laws, ordinances, codes, orders, rules and regulations of all governmental entities haN ing
jurisdiction over the Project, including, but not limited to, the Lessor.
d The Initial Lessee shall apple for and prosecute, With reasonable diligence, all
necessary approvals, permits and licenses required by applicable governmental authorities
for the construction, development, zoning, use and occupation of the Project. Lessor agrees
to cooperate iAith and publicly support the Initial Lessee's effort to obtain such approvals,
permits and licenses, provided that such approvals, permits and licenses shall be obtained
at Initial Lessee's sole cost and expense. Nothing in this Lease is intended to or shall be
construed to obviate or lessen any requirements for customary de velopment approvals from
a ny permitting authority, including the Lessor. Nothing in this Lease shall be construed as
the Lessor's delegation or abdication of its zoning authority or powers and no zoning
approval that Initial Lessee may require to complete its performance under this Lease has
been or shall be deemed agreed to, promise or contracted for by this Lease.
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BkU 2784 Pa 1593
(e) Construction of the Project on the Demised Premises prior to and during the
Term of this Lease shall be performed in a good and workmanlike manner, pursuant to
i- mitten contracts 'Mth licensed contractors and in accordance 6th anv and all requirements
of local ordinances and iNdth all rules, regulations and requirements of all departments,
boards, officials and authorities haing jurisdiction thereof. It is understood and agreed
that the plans and specifications for all construction shall be prepared by duly qualified
architects/ engineers licensed in the State of Florida.
(f) At all tunes 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
Count and they .shall be entitled to none of the rights, pri ileges or benefits of County
ern P lovees. No covenant or agreement contained herein shall be deemed to be a covenant
w
or agreement of any member, officer, agent or employee of Monroe County or the Initial
Lessee or Lessee in his or her indi idual capacity, and no member, officer, agent or
employee of 1lonroe County or the Initial Lessee or Lessee shall be liable personally o n this
Lease or be subject to anv personal li bilihT or accountabilit -+ by- reason of the execution of
this Lease.
(g) Initial Lessee agrees that it will not discriminate against any employees,
applicants for employment, prospective Sublessees or other prospective future subin.terest
holders or against persons for any other benefit or se n4ce under this Lease because of the ir
race, color, religion, sex, sexual orientation, national origin, or physical or mental handicap
where the handicap does not affect the ability of an individual to perform in a position of
employment, and to abide by all federal and state laws regarding non - discrimination.
(h) Lessee shall be entitled during the full term of this Lease to make alterations
to the Demised Premises in accordance Ath the requirements set forth in sub - paragraph
(e), above.
1 4 .02Access to the Project and Inspec The Lessor or its dull appointed agents
shall have the right, at all reasonable tunes upon the furnishing of reasonable notice under
the circumstances (except in an emergency, when no notice shall be necessar T ), to enter
upon the common area of the Leased Premises to examine and inspect said area to the
extent that such access and inspection are reasonably justified to protect and further the
Lessor's continuing interest in the Demised Premises, as determined in Lessor's reasonable
discretion. Lessor's designees, for purposes of this Article 14.02, shall include city, county
or State code or building inspectors, and the like, without limitation. Initial Lessee shall
permit building and code inspectors' access customary. to the performance of their duties
related to p rojects of the nature contemplated herein, said notice requirements
notwithstanding.
1 4. 0 3 Forced Delay in Performance NotiAithstanding anv other provisions of this
Lease to the contrary, the Initial Lessee shall not be deemed t o be in default under this
Lease where delay in the construction or performance of the obligations imposed by this
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6 q 2784 PgN 1594
Lease are caused by war, revolution, labor strikes, lockouts, riots, floods, earthquakes, fires,
casualties, acts of God, labor disputes, governmental restrictions, embargoes, litigation
(excluding litigation between the Lessor and the Initial Lessee), tornadoes, hurricanes,
tropical storms or other severe weather events, or inability to obtain or secure necessar y
labor, materials or tools, delays of anv contractor, subcontractor, or supplier, or
unreasonable acts or failures to act b the Lessor, or any other causes beyond the
reasonable control of the Initial Lessee, except financing delays or delays caused by
economic conditions. The time of performance hereunder shall be extended for the period
of any forced delay or delays caused or resulting from any of the foregoing oing c ruses.
1 Easements Lessee shall be authorized to grant reasonable and necessary
easements for access and utilities customary for similar land uses and construction projects
in Monroe County subject to Lessor's attorney's review and approval for substance and
form of easement instruments, which approval shall not be unreasonably lVithheld, delayed
or conditioned. Lessor shall m e objection to any proposed easement instruments Within
fifteen 1 business days of receipt of copies thereof, or Lessor's approval shall be' deemed
granted.
ARTICLE X
Mtge Fina nc
Section 1 .ol Construction Finanging.By Initial Lessee Initial Lessee shall have the
right to mortgage its interests in the Demised Premises,
a The Initial Lessee shall have the right to encumber b y mortgage or
other proper instrument Initial Lessee's interest under this Lease, together Kith all
buildings and improvements placed by Initial Lessee on the Demised premises, a Federal or
State SalAngs & Loan Association, Bank or Trust Company, Insurance Company, Pension
Fund or Trust or to another private lender so long as the terms and conditions of the
financing from private lender are on substantially similar terms to those then existing by
the other lenders referred to in this Section), or to similar lending institutions authorized to
make leasehold mortgage loans in the State of Florida, or to any* public or quasi- public
leader.
b Until the time any leasehold mortgages shall be satisfied of record,
N-N - hen giving notice to the Initial Lessee v6th respect to any default under the provisions of
this Lease, the Lessor shall also serge 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 R ecords of Monroe Countv,
Florida. No such notice to the Initial Lessee shall be deemed to have been gig -en 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 pro ide Lessor 1 "Pith written
notice of the book and page number of the public Records of Monroe Count-, Florida for
each mortgage by which it encumbers the Demised Premises, including modifications and
assignments thereof.
( c) In case the initial Lessee shall default tinder any of the proNisions of
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this Lease, the Initial Lessee's leasehold mortgagees shall ha ve the right to cure such
default ivhether 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 mortgagees as though the sane
had been done or performed by the Initial Lessee. The leasehold mort upon the
date of mailing by Lessor of the notice referred to in subparagraph b of this Section 1 5. 01
shall have, 1n addition to any period of grace extended to the Initial Lessee under the terms
and conditions of this Lease for a non-monetary default, a period f sixth (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, hoNve ver, that as to any default of
the Initial Lessee for failure to pay Rent, or failure to pay any amount otherise required
under the terns of t h is Lease e.g., including, but not limited t , taxes or assessrnen.t , the
leasehold mortgagee(s) shall have thirty 0 days from the date the notice of default was
mailed to the mortgagees , Mt in which to cure such default.
d In the event of the termination of this Lease with Initial Lessee for
defaults described in this Article XV, or of any succeeding Lease made pursuant to the
provisions of this Section 15.01d prior to the care provisions set forth In Section i.oic
above, the Lessor will eater into a new Lease of the Demised premises VV'th the Initial
Lessee's leasehold ortg gee , or, at the request of such leasehold mortgagee(s), to a
corporation or other legal entity formed by or on behalf of such leasehold mortgagee(s) or
by or on behalf of the holder of the note secured by the leasehold mortgage, for the
remainder of the term, effective on the date of such termination, at the Rent and upon the
covenants, agreements, terms, provisions and limitations contained in this Lease, provided
that such leasehold mortgagee (s) male vvTitten request and execute, acknowledge and
deliver to the Lessor such ne w Lease Avit in thirty o 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 their due to the Lessor, including reasonable counsel fees, court
costs and disbursements incurred bv the Lessor in connection with an) such default and
termination as Krell 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 Luse and prior to the execution and delivry of the new Lease, and any excess of
such net income over the aforesaid sums and expenses to be applied in payment of the Rent
thereafter becoming due under such new Lease.
Any new- Lease referred to in this Section 1 5.0i(d) shall not require any
execution, acknowledgement or delivery b T the Lessor in order to become effecti ve as
against the Lessee or any Sublessees) and the Lessee (arid any Sublessees) shall be deemed
to have executed, acknowledged d and delivered any such new Lease immediately upon
receipt by the Lessor; and such new Lease shall be accompanied by 1 payment to the
Lessor of all amounts then due to the Lessor of which the leasehold mortgagee(s) shall
theretofore have received written notice; and ii an agreement by the leasehold
mortgagee(s) to pav all other amounts them due to the Lessor of which the leasehold
mortgagees shall not theretofore have recei ved v Titten notice. In addition, immediately
u po n receipt by the Lessor such new Lease, as pro tided in this Section 15. o 1 (d), the Lessor,
where appropriate to the circumstances, shall be deemed to ha ve executed, acknowledged
and delivered to the leasehold mortgagee(s) an assignment of all Subleases covering the
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Demised Premises which theretofore may have been assigned and transferred to the Lessor
and all Subleases under which Sublessees shall be required to attornto the Lessor pursuant
to the terms and conditions of such Subleases or this Luse. Such assignment by the Lessor
shall be deemed to be NN ithout recourse as against the Lessor. Within ten (1o) days after a
written request therefore by the leasehold mortgagees, such assignment or assignments
shall be reduced to a writing in recordable form and executed, acknowledged and deli vered
by the Lessor to the leasehold mortgagee(s).
e The Initial Lessee's leasehold mortgagees may become the legal
owner and holder of this Lease by foreclosure of it 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 pr *oNided in Section 15.0i(f) belo A r.
(f) In the e vent that a leasehold mortgagee(s) shall become the owner or
holder of the Lessee's interest by foreclosure of its their mortgages or by assignment of
this Lease in lieu of foreclosure or othemise, the term "Initial Lessee," as used in this Lease,
means only the oiArner or holder of the Lessee's interest for the time period that such
leasehold mortgagee(s) f are the owner or bolder 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 leas Aold mortg gees , where leasehold nor- tgagee s took title or o - N nership
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 oforeclosure or acceptance of an assignment in lieu thereof,
the leasehold mor~tg gees shall be entirely freed and relieved of all covenants and
obligations of performance relating to construction, marketing, acrd transfer to Sublessees
and it shall be deemed and construed, vN ithout further agreement between een the Lessor and
the mortgagee(s), or between the Lessor, the mortgagee(s) and the mortgagees'
purchaser(s) or assignee(s) at any such sale or upon assignment of Initial Lessee's interest
by the leasehold mortgagee(s), that the purchaser(s) or assignee(s) of Initial Lessee's
interest has assumed and agreed to carry out any and all covenants and obligations of Initial
Lessee, including but not limited to the construction, maintenance, and management of the
Employee HOUsing Units contemplated herein. In no event shall any protections afforded
the leasehold mortgagees under this Lease be construed to permit ev entual use of the
Demised Premises for purposes inconsistent - kAith this Lease or the Aff or•da b le- r plo -vee
Restrictions.
(g) ten 0 o days after Lessor's receipt of written request by Initial
Lessee or b v Initial Lessee's leasehold mortgagee(s), or after receipt of such vTitten request
in the event that upon any sale, assignment or mortgaging of Initial Lessee's interest in this
Lease by Initial Lessee or Initial Lessee's leasehold mortgagee(s), an offset statement shall
be required from the Lessor, and the Lessor agrees to deliver in recordable form a certificate
to anv proposed leasehold mortgagees, purchasers, 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
Lesser has no knowledge of any default under this Lease, or if any default exists, specifying
the nature of the default; and (Iii) that there are no defenses or offsets Nvhlch are knoNvn and
may be asserted by the Lessor against the Lessee ivith respect to any obligations pursuant to
this Lease.
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(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 N-vithout the prior written consent of
such mortgagees in each instance.
( 1) Reference in this Lease to ac of the Initial Lessee's interests in
this Lease b y theo leasehold mortgagee(s) shall be deemed to refer, where circumstances
require, to acquisition of the Initial Lessee's interest in this Lease by any purc haser at a sale
of foreclosure by the leasehold mortgagees and provisions applicable to the leasehold
mortgagee(s) in such instance or instances shall also be applicable to any such purchaser(s).
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 rtgag (s)
ag
that th Lessor shall not sell, grant or convey to the Initial Lessee all or anv portion of the
Lessor's fee simple title to the Demised Premises lonthout 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 shall not be construed to prevent a sale, grant or conveyance of the
Lessor's fee simple title by the Lessor to anv person, firm or corporation other than the
Initial Lessee, its successors, legal representatives and assigns, so long as this Lease is not
terminated.
(k) Reference in this Lease to the Initial Lessee's leasehold mortgagees
shall be deemed to refer where circumstances require to the leasehold mortgagee 's
assignees ; pro id.ed that such assignees) shall record proper assignment instruments 1n
the Public Records ofMonroe Counter, Florida, together - Mth written notice setting forth the
naive and address of the assignees.
1) 1n conjunction and contemporaneously Nvith the sale or transfer o each
Employee Housing Unit, leasehold mortgagee(s) shall make arrangement to ensure the
release of anv and all applicable portions of its (their) mortgages on the entire Demised
Premises so as to grant char title to the Sublessee. The details and release payment
requirements shall remain - Mthin the reasonable business discretion of the Initial Lessee
and the leasehold mortgagees.
( m) Lessor shall be entitled, in the event of any of the foregoing
circumstances or evens set forth in this Paragraph 1 .ol, to elect to deal primarily or
exclusively X-Vith a mortgagee whose position is primary o r in first order of priority Mth
respect to foreclosable interests or rights according to the laws of the State of Florida or as
contractually agreed by and among multiple mortgagees, where there are suc
eetio Permitted Mortgages for Sublessees Unit 0�- ers . The Lessee shall
incorporate the follo - wing into its sublease:
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The individual En - iployee Housing Unit Owners /Sublessees shall have the right to
encumber by mortgage their interests in any Sublease, improvements or any associated
portions of the Demised Premises related to their interests in the i diNidu l Employee
HOUSing Units to a Fe deral or State Savings Loan Association, Bank, 'Trust C or
similar leading institution, subject to the follox,�i .g requirements:
a The mortgage (s) encumbering the Employee Housing Unit shall not
exceed ioo o the maximum allowable sale price of the Employee HocI ing Unit as set
forth in the A ffordable- Employee Restrictions;
b Su shall not be entitled to mortgage their respective leasehold
interests in the event the terms of the note, which is secured b y the mortgage, may result in
negative amortization, unless othemdse 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 Employee 1 Unit
within five 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 mvner's an d/or any
leader's title insurance commitment. Lessor's failure to approve or object to any of the
foregoing documents prior to the closing of a relevant loam shall not preclude closing of the
relevant loan and shall not constitute an opinion or confirmation by Lessor that the
corresonling loans or title insurance policies corn ply Frith or conform to the requirements
o f this Lease or the Aff )rdable- niployee Restrictions, nor constitute anv Nvaiver or
relinquishment of Lessor's rights to enforce same;
( d) In the event of foreclos sale by a Sublessee's mortgagee or the delivery
of an assignment or other conveyance to a Sublessee's mortgagee in lien of foreclosure fth
respect to any real proper�t, subject to the provisions of this Lease, said mortgagee, or the
purchaser at foreclosure, shall comply* with the provisions of Article X11. No sale of any
Employee Housing Unit shall b e permitted at an amount in excess of that allowed under the
.affordable-Employee Restrictions and shall otherwise fully comply With all applicable
Affordable - Employee Restrictions. Any Emplovee 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 acrd, where successful,
purchasing the subject Employ ;ee Vlousing Unit at the foreclosure sale price in accordance
wi Article X11, and
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(e ) The parties recognize that it would be contrary to the fundamental
affordable housing concept of this Lase and an incentive to abuse Sublessee's authorization
to encumber its leasehold interest iAith a mortgage if Sublessee could realize more in loan or
sale proceeds than their permitted purchase or resale price as a result of an v transaction.
Accordingly, Sublessee hereby irrevocably assigns to Lessor or the Monroe County Mousing
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 anv 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 - Employee Restrictions. Sublessee hereby
authorizes and instructs the mortgagee or any panty conducting the closing of a sale or
through an unauthorized transfer to pay the amount of said excess directly to Lessor. I. the
event, for any reason, such excess proceeds are paid to Sublessee, Sublessee hereby agrees
to promptly pay the amount of such excess to Lessor.
ARTICLE XVI
Default
Section 1.ol Notice of Default. Lessee skull not be deemed to be in default under
this Lease in the payment of Bent or the payment of any other monies as herein required
unless Lessor shall first give to Lessee and any mortgagees tern 1 days 'written notice of
such default and Lessee or any other party on its behalf fails to cure such default within tern
( to) days of verifiable receipt of said notice.
Except as to the pro'%isions or events referred to in the preceding paragraph of this
Section, Lessee and Mortagees shall not be deemed to be in default under this Lease unless
Lessor shall first g've to Lessee and Mort gees thir~t F days ivritten notice of such
def -cult, and Lessee fails to cure such default iNithin the immediate thirty o day period
thereafter, or if the default is f such a nature that it cannot be cured within thirty o
clays, Lessee fails to commence to cure such default ithin such period ofthirty ( days or
fails thereafter to proceed to the curing of such default With all possible diligence.
Mortgagees shall be entitled to cure Lessee defaults on the same tens and conditions as
the Lessee.
Regardless of the notice and cure periods proxid.ed herein, in the e vent that more
rapid action is required to preserve any right or interest of the Lessor in the Demised
Premises due to any detrimental event or occurrence (such as, but not limited to, payment
of insurance premiums, actions to prevent construction or3udgrnent lien foreclosures or tax
sales), then the Lessor is empowered to take such action and to request reimbursement or
restoration from the Lessee as appropriate.
Section 16.02 Default. In the event of any material breach of this Lease by Lessee,
Lessor, and after the necessary notice and cure opportunity pro - vided to Initial Lessee and
other parties, to addition to the other rights or remedies it may hare, shall have the
immediate right to terminate this Lease according to law. In any action b y Lessor assertin
a N i lation of the A f rdable- inployee Restrictions, Lessee shall have the burden of proof
page 33 Of 51
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NAth respect to such matter. 'T'ermination of the Lease, under such circumstances, shall
constitute effective, full and immediate conveyance and assignment to Lessor of all of the
Demised Premises, improvements and materials and redevelopment rights to and
associated with the Demised Premises and the Project,. subject to mortgagee protection as
provided herein. Furthermore, in the event of any breach of this Lase by Lessee, Lessor, in
addition to the other rights or remedies it may have, shall have th immediate right of ' e
re- entry as may be law illy conditioned per application of Chapter 8 3, Florida statutes, as
amended) and mav remove all persons and personal property7 from the affected portions of
the Demised Premises. Such property may be removed and stored in a public warehouse or
elsewhere at the cost of and for the account of Lessee, or where statutory abandonment or
unclaimed propertiv law permits, disposed of in any reasonable manner Lessor i-Nithout
liability or any accounting therefore.
Included in this right of reentry, and subject to Initial lessee's rights, if any, shall be
any instance wherein a Sublessee renounces the Lease or a Sublease or abandons all or any
portion of the Demised Premises, in which. case Lessor may, at its option, in an appropriate
ease and subject to any rights of a mortgage bolder, obtain possession of the abandoned
property in any manner allowed or p oN rided by law, and may, at its option, re -let the
repossessed property for the whole or any part of the then unexpired terra, 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 Linder this Lease and the net
Rent for such period realized b• Lessor, by means of such reletting. HoNe' such Lessor
rights shall not abrogate a mortgagee's rights to the extent those rights do not conflict %vith
or injure Lessor's interests as established under this Lease. Personal property- left on the
premises b • a Sublessee rnav be stored, sold, or disposed of by Lessor and Lessor accepts
no responsibility other than that unposed by law.
Should Lessor elect to re- eater, as herein provided, or should Lessor tale possession
pursuant to legal proceedings or pursuant to anv notice proxided for b r law, Lessor nay+
either terminate this Lease or it may from time to tune, Mthout terminating this Lease, re-
let the Demised Premises or any part thereof for such term or terms (which may be for a
term extending be -ond the Terra of this Lease) and at such Rent or Rents and on such other
terms and conditions as Lessor in its sole reasonable discretion rna v deem advisable NNith
the right to make alterations and repairs to the Demised Premises. on each such re-letting
Lessee shall be immediately liable to pay to Lessor, in addition to any indebtedness other
than Rent due under this Lease, the expenses of such re- letting and of such alterations and
repairs, incurred by Lessor, and the amount, if any, by which the Vent reserved in this Lease
for the period of such re- letting (up to but not beyond the term of this Lease) exceeds the
amount agreed to be paid as Pent for the Demised Premises for such period of such
re-letting.
Notwithstanding any such re-letting JIV71thout termination, lessor may at any time
thereafter elect to terminate this Lease for such previous breach. Should Lessor at anv time
terminate this Lease for anv breach, in addition to any other remedy it may have, Lessor
may recover from Lessee all damages incurred by reason of such breach, including the cost
of recovering the Demised Premises, which amounts shall be immediately due and payable
from Lessee to Lessor.
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Section 1 Right to Per In the event that Lessee, by failing or
neglecting to do or perform any act or thing herein prolvided by it to be done or performed,
shall be in default under this Lease and such failure shall continue for a period ol=thiM7 o)
days after receipt of NNTitten notice from Lessor s pecifying the nature of the act or thing to
be done or performed, then Lessor may, but shall not be required to, do or perform or cause
to be clone or performed such act or thing centering on the Demised Premises for such
purposes, �Aith 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 emplovees of Lessor. A ny act or thing clone b
Lessor pursuant to the proxisions of this section shall not be construed as a � aiver of an v
such default by Lessee, or as a wirer of any covenant, terra or condition herein contained
or the performance thereof, or of any other right or remed y of Lessor, hereunder or
otherNse. All amounts payable b 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 by law. Lessor
shall have the sane rights set forth in this Section with respect to any future subinterest
folder's respective portion of the Demised Premises.
Section 16.o4...De Period. All default and grace periods shall be deemed to run
concurrently and not consecutively.
Section 16.05. Affordab le Z Affordable- E irtplo vee Restrictions. In the event the Lessee
or sublessee fails to comply Nvith the Affordable -Emplo yee Restrictions at any given time or
any* portion of the D emised Premises is used for purposes other than affordable housing by
an interest holder of such portion, as they pertain to their respective interests in or portions
of the Demised Premises, such an occurrence will be considered a material default by the
offending party*. Should the foregoing type of use default occur NNI respect to oniv one or
more subtenants' portion(s) o f the Demi premises, then the default termination
provisions provided for in this subsection, shall apply only to those subtenant(s) and
sublease(s) in default. In the foregoing event, Lessor or the Initial Lessee or its assigns) in
the event of and NN ith respect only to a default by a particular Sublessee) may terminate the
subleases and tenaincies involved, as the case may be, sulaject to Lessor's compliance with
any applicable default notice proN isions proNided elsewhere in this Lease and Lessee's, and
Mortgagees applicable cure rights, if any. Lessee hereby agrees that all occupants shall use
the Leased Premises and Improvements for affordable residential purposes only and any
incidental acti %,hies related to the residential use as N ell as anv other uses that are
permitted try* applicable zoning law an appro ved by Lessor.
ARTICLE XVI1
Repair obligations
Section .oi Reimir Obligations. During the continuance of this Lease the Lessee,
and every Sublessee �Nith respect to their leased or purchased portions of the Demised
Premises, shall keep in good state of repair any= and all buildings, furnishings, fixtures,
landscaping ariaegt- ipment placed uponthe
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8kM 2784 P94 1602
Premises by the Lessee, and the Lessee shall not suffer or permit any strip, waste or neglect
of any building or other property to be committed, except for that ofnormal wear and tear.
The Lessee will repair, replace and renovate suc property as often as it may be necessary* in
order to beep the buildings and other propem which is the subject *natter of this Lease in
first class repair and condition, Additionally, Lessor shall not be required to furnish
services or facilities, including but not l imited to heat, electricity *, air conditioning or water
or to make any repairs to the premises or t o the Employee Housing Units,
ARTICLE X'111
Additional Covenants of L ssee Lessor
Section i8. 1 _..L g l Use. 'rhe Lessee covenants an agrees ,6th the Lessor that the
Demised Premises will be used primarily for the construction and operation of affordable
housing dwelling unit(s) an for no other purp oses whatsoever without Lessor's Titten
consent.
Section 18.02 Termination. Upon termination of this Lease, the Lessee Will
peaceably* and quie deliver possession of the Demised Premises, unless the Lease is
extended as proxided herein. Therefore, Lessee shall surrender the improvements together
�,N ith the leased premises. ONNnership of some or all improvements shall thereupon revert to
Lessor.
Section 18.03 Re o Litigation Expense In the event of any stilt, action or
proceeding, at la w or in equity, by either of the par - ties hereto against the other, or any other
person having, claiming or possessing any alleged interest in the Demised premises, b
reason of any matter or thing arising out of or relating to this Lease, including any eN,-iction
proceeding, the prevailing part shall recover not only its legal costs, but reasonable
attorneys' fees including appellate, bankruptcy and post judgment collection proceedings
for the maintenance or defense of said action or suit, as the case may* be. Any judgment
rendered in connection With an v litigation arising out of this Lease shall bear interest at the
highest rate allowed by lay- %. Lessor rimy reco ver reasonable legal and professional fees
attributable to admirritratiorr, enforcement and preparation for litigation relating t this
Lease or to the Affordable- Ernployee Restrictions from any person or persons from or to
whom a de o r enforcement re quest is made, regardless of actual initiation of an action
or proceeding.
Section 18.04 Condition of the Demised Premises Lessee agrees to accept the
Demised Premises in its presently existing condition "as - is ". It is understood and agreed
that the Lessee has determined that the Demised premises are acceptable for its purposes
and hereby certifies same to Lessor. Lessee, at its sale cost and ex pense, shall bring or
cause to be brought to the Demised Premises adequate connections for water, electrical
po wer, telephone, storMN�rater and sewage and shall arrange Nvith the appropriate utility
companies for furnishing such sere -ices NNith no obligation therefore on the part of Lessor.
The Lessor makes no express warranties and disclaims all implied warranties. Lessee
adepts the property in the condition in which it currently is i-�itbou representation or
war} anty7, express or implied, in fact or by law, by the Lessor, an iAithou recourse to the
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Lessor as to the nature, condition or usabili �y of the Demised Premises, or the uses to , ,vhich
the Demised Premises may be put. The Lessor shall not be responsible for any latent defect
or change of condition in the improvements and personalty, or of title, and the Rent
hereunder shall not be Withheld or diminished on account of any defect in such title or
property, any change in the condition thereof, any damage occurring thereto, or the
existence With respect thereto of any violations of the laws or regulations of any
governmental authority.
Section 18,05 Hazardous Materials Lessee, its Sublessees and assignees shall not
permit the presence, handling, storage ortransprttion ofhazardous or toxic materials or
medical waste "`hazardous waste" in or about the Demised Premises, except in strict
compliance with all laws, ordinances, rules, regulations, orders and guidelines of any*
government agency having jurisdiction and the applicable board of insurance un.de NTiters.
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 ra dioactive su bstance material, matter or waste which is or b ecomes regulated by
any federal, state or local lair, 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 Em iron ental Response
C ompensation and Liability Act a nd/or the Resource C onservation and Recovery Act.
Lessee shall notify Lessor immediately of anv known discharge or discoveiT of any
hazardous waste a t, upon, tinder or within the Demised Premises. Lessee shall, at its sole
cost and expense, comply N nth all remedial measures required by any governmental agency
having jurisdiction, unless such discharge is caused b Lessor or an o f its agents or
employees.
Lessor and Initial Lessee hereby warrant and represent that to the hest of their
knowledge, the Demised Premises is free of any hazardous waste. Lessor shall be liable for
e nvironmental daina es according to the extent made so by la - vNf for periods follolVing its
taking possession of the Demised Premises upon the Effective Date.
Section 18.o6 Recordation. Lessee, or Lessor at Lessee's expense, shall Nithin 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 Agreements in the
Public, Records of Monroe County, Florida and shall pro-%ride Lessor with the NNTitten Clerk's
receipt of the boob and page number where recorded and the original Lease and Related
Agreement(s) after recordation.
ARTICLE Xlx
Representations, Warranties of r and Quiet Enjoyment
and No Unlayvful or Immoral Purpose or Use
Section x .ol Representations, warranties of Title and Quiet E njoyment . lessor
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represents and warrants that to its knowledge, •ledge, there are no materfal claims, causes o f action
or other proceedings pending or threatened in respect to the ownership, operation or
en vironmental condition of the Demised Premises or any part thereof. Additionally, the
Lessor and Lessee covenant and agree that so long as the Lessee keeps and performs all of
the covenants and conditions required by the Lessee to be kept and performed, the Lessee
shall have quiet and undisturbed and continued possession of the Demised ed Premises from
claims by Lessor.
ection .1 .o No Un or Immoral Purpose or Use The Lessee, as long as it
has any interest in or to any, portion of the Demised Premises, shall not occupy or use such
Portion for any un.lawf'ul or immoral purpose and Neill, at Lessee's sole cost and expense
during such period of interest, conform to an ob anY present o r future ordinance an
rules, regulations, requirements and orders of governmental authorities or agencies
respecting the use and occupation of the Demised Premises.
ARTICLE L XX
Miscellaneous
Section 2 C ovenants Running with Lai All covenants, promises, conditions
and obligations contained herein or implied by law are c ovenants running �-N th the land
arid, except as otherwise pro ided herein, shall attach and bind and inure to the benefit of
the Lessor and Lessee and their respective heirs, legal representatives, successors an
assigns, though this pro - vision shall in no gay alter the restrictions on assignment and
subletting applicable to Lessee hereunder. The panties agree that all covenants, promises,
conditions, terms, restrictions an obligations arising from or under this Lease and the
,N fordable- Employee Restrictions trictions b ene fit and enhance the communities and neighborhoods
of Monroe County* and the private and publie lands thereof, and ha ve been imposed in order
- to assure these benefits and enhancements for th full Terre of this Lease. It is intended,
where appropriate and to serve the public purposes to be furthered by this Lease, that its
provisions be construed, interpreted, applied and enforced in the manner of what is
c ommon1v referred to a s a "deed restriction."
Section 2. o.o2 No Waiver, Time is of the essence in the performance of the
obligations of the parties hereto. No waiver of breach of any of the covenants in this Luse
shall be construed to be a i ai er o f any succeeding breach of the same covenant,
Section 20.03 Written Modifications. No modification, release, discharge or waiver
of any provisions hereof shall be of any force, effect or value unless in writing signed by the
Lessor and Lessee, or their duly authorized agents or attorneys, and signed also by any
mortgagee or their duly authorized agents or attorneys, as long as such mortgagee has both
i filed in Public Records of Monroe County, Florida, a "Certificate of Notice " of their
interest in this Lease and or the Demised Premises, said certificate setting forth complete
an current contact information, the real estate parcel numb assigned to the lense
Premises and the O.R. Recor Book an Page Number of the first recorded page of this
Leese, and it proxied a copy of the recorded certificate to the Lessor at its notice
address(es) via U.S. Postal Service certified nail, return receipt requested.
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Section 2 0 . 0 4 Entire, Agreement This Lease, inc luding the Preamble. an any
written addenda and all exhibits hereto (all of which are expressly incorporated herein by
this reference) sh constitute the entire agreement bet teen the parties with respect to this
instrument as of this date. No prior NTitten lease or prior or contemporaneous oral
promises or representations shall be binding.
Section 2 0.o5 N otices . If either party desires to give notice to the other in
connection xNith and/or according to the terms of this Lease, such notice shall be given by
certified mail return receipt requested orbv national overnight tracked and delis =er - receipt
courier service, and unless othen ise required to be 9 Creceived", it shall be deemed give
when deposited in the United States mails or NNIth the courier sengee w ith postage o
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 ha ve been accomplished by � rltten notice g iven in the manner set
forth in this Section. Notification of default or requests to modify* this Lease shall also be
provided according to the foregoing methods to any mortgagee of the Lessee that has
complied iAith the provisions of Section 2 0.03 , above. Notification to Lessor and Initial
Lessee shall be as set forth herein, to bath of the follo� offices, unless a different method
is later directed as prescribed herein or by the Affordable- Einployee Restrictions:
Initial Lessee:
E xecutive Director
Habitat for 1- umanit� of Key West
w
and Lover Florida I eys,lnc.
30 Overseas H ighwav
Big Pine Rev FL 33043
Lessor;
County Administrator
Monroe County
Gato Building
noo Simonton Street
Key West , FL 3304
and
MONROE COUNTY ATTORNEY
Po Box 1026
ev Nest, Florida 33041
Tel. 3 05 - 29 2 - 3470
Section20.o6 Joint Li bili jy. If the parties upon either side (Lessor and Lessee)
consist of more than one person, such persons shall be j ointly an severally liable on the
covenants of this Lease.
Section 20.07 Li bility Continued; Lessor Liability All references to the Lessor and
Lessee mean the persons who, f rom time to time, occupy; the positions, respectively, of
Lessor and Lessee. I the event of n assignment of this Lease by the Lessor, except for
liabilities that may have been incurred prior to the date of the assignment or as specifically
dealt pith differently herein, the Lessor's liability under this Lease shall terminate upon
such assignment. In addition, the Lessor's liability under this Lease, unless specifically..
dealt NNfth differently herein, shall be at all times limited to the Lessor's interest in the
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Demised Premises.
Section 20.08 Captions. The captions used in this Lease are for convenience of
reference only and in no way define, limit or describe the scope or intent of or in any way
affect this Lease.
Section 20.og Table of Content The index preceding this Lease under the same
cover is for the purpose of the convenience of reference only and is not to be deemed or
construed in any way as part of this Lease, nor as supplemental thereto or amendatory
thereof.
Section 0.io Governing Law, Venue This reeme t shall be construed under the
laws of the State of Florida, and the venue for any legal proceeding to enforce or . deter mine
the terms and conditions of this Lease shall be in Circuit Court for the 16t" Judicial Circuit,
Monroe County, Florida.
Section o.11 Holding over. Any bolding over after the expiration of the Term of
this Leese, with consent of Lessor, shall be construed to be a tenancy from month to month,
ttwice the monthly Rent as required to be paid by Lessee for the period immedi iel y prior
to the expiration of the Term hereof, and shall otherwise be on the terms and conditions
herein specified, so far as applicable.
Section 20.12 Brokers. . Lessor and Lessee covenant, warrant and represent that no
broker was instrumental in consummating this Lease, and that no conversations or
negotiations were had with any broker concerning the renting of the Demised. ised Premises.
Lessee and Lessor agree to hold one another harmless from and against, and agree to
defend at its axon expense, any and all claims for a bro erage c ommission by either of them
with ny brokers.
k
Section o. partial Invalidity. If any provision of this Lease or the application
thereof to any person or circumstance shall at any time or to any extent be held invalid or
unenforceable, the remainder of this Lease or the application of such provision to persons
or circumstances other than those as to which it is held invalid or unenforceable shall not be
affected therebv.
W
Section 20.14 Force Majeur . If either party shall be delayed, hindered or prevented
from the performance of any act required hereunder by reason of strifes, lockouts, labor
trouble, inabilit rcrr material, failure of power, riots, insurrection, severe tropical or
other severe weather events, war or other reasons of life nature not the fault of the part y
delayed, in performing work or doing acts required ender this Lease, the period for the
performance of any such act shall be extended for a reasonable period. Economic hardship
or economic conditions shall not be considered a basis for such extension.
Section 20.15 LessorLessee Relationship, Ikon- Reliance by Third parties This
Lease creates a lessor /lessee relationship, and no other relationship, between the parties.
This Lease is for the sole benefit of the parties hereto and, except for assignments or
Subleases permitted hereunder~ and to the limited extent thereof, no other person or entit F
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shall be a third party beneficiary hereunder. Except as expressly provided under this Lease
o r under the Affordable- Emplovee Restrictions, no person or entity shall be entitled to rely
upon the terms, or any of therm, of this Lease to enforce or attempt to enforce any third -
party claim or entitl to or benefit of any service or program contemplated hereunder,
and the Lessor an the Lessee agree that neither the Lessor nor the Lessee or any agent,
officer, or employee of either shall have the authority to inform, counsel, or othenNise
indicate that any particular individual or group of it & entity or entities, have
entitlements or benefits under this Lease separate and apart, inferior to, or superior to the
COMMunitV in genera or for the purposes contem in this Lease.
Section 20.16 Contingencies Initial Lessee's obligations to proceed Kith an
complete the project under this Lease Agreement is contingent upon. Initial Lessee
obtaining construction financing and all necesaryT permits to build the Employee Housing
Unit(s) d escri bed herein within the time speci fied. Termination of the Lease under such
circumstances shall constitute effective full and immediate conveyance and assignment to
Lessor of all of the Demised premises, improvements, interests in and materials and
redevelopment rights to and associated ith the Demised Premises and the Project, subject
to mortgagee protection as provided herein.
Section 20.17 Radon G as Noti Ra is a naturally occurring ra dioactive
gars that, w it has accumulated in a building in sufficient quantities, may pose health
risks to persons who are exposed to it over time. Lev els of radon that exceed federal and
state guidelines ha-%re been found in buildings. Additional information regarding radon and
radon testing may be obtained from your counter health unit, Lessor shall not be
responsible for radon testing for an persons purchasing, leasing or occupying anyv portion
of the Demised Premises, and all owners, Lessees and Sublessees shall hold Lessor harmles
and ind.emniN Lessor for damages or claims related thereto and release Lessor from same.
Section. 2 0. 18 Mold Disclosure Mo ld is a nat urally occurring phenomenon that,
when it has accumulated in a building in sufficient quantities, mar pose health risks to
persons who are exposed to it over time. Moll has been found in buildin in Monroe
e
County. There are no measures that can guarantee against mold, but additional
information regarding mold and mold prevention and health effects may be obtained from
your count hea unit or the EPA or CDC. Lessee and Sublessees accept responsibility to
inspect for mold and tale measures to reduce mold. Lessor shall not be responsible for
mold testing for any persons purchasing, leasing or occupying any portion of the Demised
Premises, and all m hers, Lessees and Sublessees shall hold Lessor harmless and indemnity
Lessor for damages or claims related thereto and release Lessor from same.
Section 20.19 Su bsequent Changes in Later or Reg Where a change can
reasonably be applied to benefit, enhance or support Lessor's affordable housing goals,
objectives and policies, Lessor shall have the right to claim the benefit from any subsequent
change to an-v applicable state or federal law ,or regulation that might in any �vay affect this
Lease, the Affordable- Ern plo yee Restrictions, any Related Agreements or their respecti -e
application and enforceability, N�Ithout limitation. in such instance, this Lease shall be
construed or, w here necessary may be reformed to gi ve effect to this provision.
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Section 2 0.20 _G 7 r ment Purpose Lessor, through this Lease and the Affordable-
E mployee restrictions, furthers a government housing purpose, and, in doing so, expressly*
reser , es and in no moray shall be deemed to have waived, for itself or its assigns, successors,
employees, officers, agents and representatives any sovereign, quasi - governmental and any
o ther similar defense, immunity, exemption or protection against any suit, cause of action,
demand or liability.
Section 20.21 Breach of Re lated Avueements Remedies To the extent that any*
purchase and sale or Related Agreement relating to the Demised Premises incorporates,
relates to and/or is contingent: upon the execution of and/or any. performance under this
Lease, anv material breach under such other agreement shall be a material breach of this
Lease and anv *material breach under this Lease shall be a material breach of such other
agreement. moreover, the parties agree that anv remedy* available for any breach under this
Lease or anv Re lated Agreements shall be cumulatively or selectively available at Lessor's
complete discretion, � %-Ith any election to avail itself or proceed under any particular
remedial mechanism in nowa 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 2 0.22 S Administrative Enforcement. Lesson or its
appropriate agency, y establish and the Affordable - Employee Restr icholls, as amen
r
from time to time, curing the Term of this Lease, suc rules, proce a dministra tive
forms of proceedings, and such evidentiary standards, as d med reasonable xk ith in Lessor's
legislative prerogative, to implement enforcement of the terms of this Lease and similar
leases and the Affordable- Employee Restrictions. Such forums mav include but iiinoway
be limited to use of Code Enforcement procedures pursuant to Chapter 162, Florida
Statutes, to determine, for and only by w a y of one example, and not as any limitation, the
facts and legal effect of are allegedlvunauthorized "offer to rent," or, for another example, an
unauthorized "occ:upancyr." However, nothing herein shall be deemed to limit Lessor, Initial
Lessee or anv mortgagee from access to an appropriate court of competent Jurisdiction
where the resolution of any dispute would be be kond the competence or l lvful j urisdiction
of anv ad ministrative proceeding.
Section Exceptions to Lease /Rental Prohibition The Emplo�.ee Housing
U nits are to be developed as units for qualified sale t o and qualified owner-occupancy for
affordable employee housing. Assignment, rental, and assignment and sub- leasing of the
Employee I lousing Units are hereby e presslyT prohibited, and only+ sribsequent (subsequent
to the eff ective d ate o f this Lease express ritt a uthori zation / consent by Lessor may b e
deemed to allow rental, rental use, rental occupancy, assignment, or sub - leasing dthe
#niplovee H ousing Units. Lessor or its designee, its its sole discretion, shall have the right
to adopt as part of future Affordable - E niployee Restrictions provisions to allow Sublessees
the limited privilege to rent or lease their Eiiiplo - ee Housing Units to qualified persons.
Requests for such approval shall be *Wade in accordance with such procedures Lesser may in
the future choose to adopt. It is contemplated, though not promised or required, that
certain limited rental provisions may be adopted in the future for circumstances such as, for
example, but A- it out limitation; TM
(a) A ublessee's required absence from the local area for official military duty.
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(b) A documented illness that legitimately requires a Sublessee to be hospitalized
for an extended period.
c family emergency legitimately requiring a Sublessee to leave the Keys for a
period longer than thirty (30) days.
Lessor, in its discretion, shall have the right to amend, modify, extend, rescind,
decrease or terminate any such exceptions under this Section20.23 or the Affordable -
En Restrictions at any+ time.
Section 20,24 Drafting of Lease and and Related Agreement. The parties
acknowledge that they jointly participated in the drafting of this Lease and a Related
Agreements vvith the benefit of counsel, or had the opportunity to receive such benefit of
counsel, and that no terra or provision of this Lease or a Related Agreement shall be
construed in favor of or against either party based solely on the drafting of this Lease or the
Related Agreement.
Section 20.25 Lessor's I my .to Cooperate. Where required under this Lease or
Related Agreement, Lessor shall, to ensure the implementation entation of the public affordability.
purpose furthered by this Lease, cooperate with reasonable requests of Initial Lessee,
Sublessees, mortgagees, title insurers, closing agents, government agencies and the like
regarding any relevant terns and conditions contained herein.
IN WI'T'NESS WHEREOF, the Lessor and the Lessee have hereunto set their hands
and seals, as of the clay and year above written.
FOR LESSOR MO TROE COUNTY BOARD
OF COUNTY O)M IS NERS
By
Mayor Heather Carruthers
Date: l I /l 7//f)
Page 43 of 1
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Monroe County Attorney
Approved as to Form:
Fay:
Peter H. Morris, Assistant C:ounty Attorn v
M qpp COUNTY
AS ATTORNEY
A
t
PETER MORRIS
ASSISTANT COU ATTORNEY
Date:
[TIDE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT
BLANK.]
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BIB# 2784 NO 1611
FOR LESSEE:
H ABITAT FOR HUMANITY F
KEY V EST AND LOWER FLORIDA KEYS,
INC. a n - pro - e oration 6- � y:
Mark Moss, Executive Director
ITNFSSPS As TO ALL.
Wi ness No x (Print Name)
l
Wi ness o. x Sig tore)
1
Witn ss q_� (Pript-Name)
WitnFss No. 2 (,$gnature)
STATE OF
fil
coLTxrlY of
Th foregoing i stn ent, Lease Bet%veen Monroe County an H a bitat for anIt
of Kev West and Lower Florida Keys, Inc., was acknowledged before me this day of
20 by I I MOSS, as Executive Dir ctor of Habitat for
Humanity o f Key West and Lower Florida Keys, I ne,, a Florida non-profit corporation, who
is personally known to e or produced
identification and did tale an oath. ���°�� ��� =� M A i U i A SLR I
Ye. ('(.)N-jm1 f[�;� � F1 2078
. F.PlE;' January ? ?419
4 � x
No&ry Pu pc (Print Nam and N No.) Votary u lik Seal
Not4ry Public (Signature)
Page 45 of 5
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EXHIBIT "A" I of i
LEGAL DESCRIPTIO
Lots 8, 9, lo, an 11, Block 8, Cutthroat Harbor Estates, accor to th fl th ereof, as
recorded in Plat Book 4, 'age 165, of the Public Records of Monroe County, located
between US H ighway 1 and LaFltte Drive on Cu djoe Key, approximate mile marker 2
and b earin g R eal Estate umb 00178350- -000000; 001 ,� o- 000000; 1 370 -
000000; aDd 00178 8o- 000000, Monroe County, Florida.
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EXHIBIT 44 (IL Of 1)
SITE PLAN
SITE PLAN AND LE A'TI NS WITH DIMENSIONS ARE NOT A AIALBLE AT THIS
TINT
CONDITIONAL USE APPROVAL AND SITE PLAN APPROVAL SHALL AND MUST BE
OBTAINED THROUGH MONROE COUNTY
Page 47 of 51
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This Instrument Prepared By:
("Lessee").
WHEREAS, Lessor and Lessee have entered into a Lease dated for
Premises designated on Ex1fibit "X' attached to the Lease, which was duly recorded at Boot
Page _, Document ment Number , in the Public Records of Monroe Counter,
Florida, and if applicable) rent shall be paid according to the commencement date ea ch year; and
WHEREAS, the Commencement Date, as further defined in Article III of the Lease, has
occurred; and pursuant to the Lease, Lessor and Lessee desire to confirm various dates relating to
the Lease.
NOW THEREFORE, Lesser and Lessee agree and acknowledge that the information set forth
helow is true and accurate.
Initial Term Expiration Date.- # 2
EXECUTED as a sealed instrument on the date first set forth above.
FOR LESSOR: FOR LESSEE:
By. B'.
MAYOR, Name:
1 N O E COUNTY BOARD OF Title:
COUNTY COMMISSIONERS
(SEAL) WITNESS N. 1:
.- "17EST: AMY HEAVILIN, Print Name
CLERK WITNESS NCB. 1: -
Si
Deputy Clerk WITNESS N. :
Print Name
WITNESS NO.
Signature
[TH REMAIN F THIS PAGE HAS B INTENTIONALLY NALL L BLyVNKj
EXHIBIT "C" (I of 2)
COMMENCEMENT DATE AGREEMENT
This Agreement is made as of _ --
- -- "Lessor" and
, by and between
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BkU 2784 PgN 1615
STATE OF
COUNTY of
The foregoing instrument, Conimencement Date Agreement, Nvas acknowledged before nee
this day of , 0 , b y µ as
LESSEE, who is personally known to me or produced as proof
of identification and did take an oath.
Notary Public Wrlint carne and Notary o.) Notary public Seal
Notary Public (Signature)
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8084 P 1 616
EXHIBIT "D' t of 2)
LETTER of ACKNOWLEDGEMENT
To: Initial Lessee, or its assigns
Address of Initial Lessee, or its assigns
DATE
This letter is g iven to (.....Initial Lessee.... an know dgem nt in regard t
the Emplo vee Housing Unit that I am purchasing. I hereby acknowledge the fo lloi ing:
• That I meet the requirements set forth in the Lease and #- ffordable-
[`,mplo ee Restrictions to purchase a n Employee Housing Unit. I
understand that the unit I am buying is being sold to me at a price
restricted below Fair market value for my, future similarly situated persons
and Monroe countv's benefits.
• That the En iployee Housing Unit that I am purchasing is subject to
year ground lease by and between Monroe County, a political subdiNision
of the State of Florida, and
(hereinafter "Lease" ) an therefore I NNU be subleasing a parcel of land.
• That my legal counsel, , has explained
to rue the terms and conditions of the Lease, including without limitation
the meaning of the terms "Affordable Restrictions" or "Affordable-
11"Anployee Restrictions, and o ther legal d ocuments that are part of this
transaction. If I ha to not had legal counsel, I state here that I have h a
opportunity to have obtain such counsel, understand its importance, and
lime knolving1v proceeded to closing Writhout it.
• That I understand the terms of the Lease and how the terms and
conditions set forth therein Will affect my rights as an owner of the
E mployee HoLIsing Unit, now and in the future.
• That I agree to abide lv the Lease, 'fordable Restrictions, and Affordable-
E mployee Restrict as defined in the Lease, and 1 understand and
agree for myself and rnv successors in interest that Monroe C ountv may
change some of the Affordable Restrictions and Affordable-Employee
Restrictions over the 99-year term of the Lease and that I Neill be expected
to abide by any such changes.
• That i understand and agree that one of the goals of the Lease is to keep
the Em ployee i lou irig Units affordable from one mvner to the next, an I
su pport this goal,
• That in the event I want to sell my :r pl m-ee HOLIsHIg Unit, l Must comply
�N, ith the requirements set forth in the Lease, including but not limited to
the price at which I night be allowed to sell it, the persons to whom l
might be allowed to sell it to and that the timing and procedures for sales
, NNill be restricted.
• That na lease prohibits nee Born severing the improvements from the real
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S TATE O
.pr ems'•
That my family and l must occupy the E mployee Housing Unit an that it
cannot be rented to third parties wi the written approval of the
Lessor.
0 I understand that in the extent that l die, my home may be devised and
occupied by, as applicable, my husband, my N Ife, my c hildren, o any o ther
heirs so long as they meet the requirements for affordable/affordable-
e m pl oyee h ousing as set fo in the L ease, Aff ordable restrictions, an
2 ffordk le-- Emplovee Restrictions.
• That l h re qie we the terns of th e Lease, Affordable Restrictions, and
Mfordabl - Em p l yee restrictions, and transaction documents, and that l
consider said terms fair and necessary to preserve affordable employee
housing and of special benefit to me.
• I hereby warrant that l have not dealtwith any broker other than
in connection �.N. ith the
consummation of the purc of the Employee Housing Unit.
Owner-Occupant (Printed Dame) Owner-Occupant Printed Name)
ONNmer- Occupant (Signature) Owner- Occupant (Signature)
C OUNTY OF
The foregoing instrument, Letter of Acknowledgment, was acknowledged d before me this
day of - - 0 , by , Lind bN,
o r pro
Notary Pull (Print Name and Notary Noy.) Notary Public Seal
Notary Pu blics (Sign
as Owner-Occupants, who is/are personally known to nie
as proof of identification and did take an oath.
Page 51 of 51
MONROE COUNTY
OFFICIAL RECORDS