Item G17 G.17
County f � .�� ",�, 1 BOARD OF COUNTY COMMISSIONERS
Mayor Craig Cates,District 1
Mayor Pro Tem Holly Merrill Raschein,District 5
The Florida Keys
Michelle Lincoln,District 2
James K.Scholl,District 3
David Rice,District 4
County Commission Meeting
May 17, 2023
Agenda Item Number: G.17
Agenda Item Summary #12048
BULK ITEM: No DEPARTMENT: Land Authority Governing Board
TIME APPROXIMATE: STAFF CONTACT: Christine Hurley (305) 295-5180
9:25 AM
AGENDA ITEM WORDING: Approval of a Resolution of the Monroe County Comprehensive
Plan Land Authority superseding Resolutions 01-2002, 04-2003, 09-2003, 01-2004, and 04-2005;
authorizing the subordination and assumption of a $1,500,000 mortgage loan by Meridian West
Owner LLC for Meridian West Apartments at 6701 Shrimp Road, Key West, FL 33040 with Parcel
ID number 00123800-000103 in exchange for a Declaration of Affordable Housing restrictions to
maintain the units as affordable rental housing subject to conditions.
ITEM BACKGROUND: Meridian West, Ltd., developed 102 affordable housing units at 6701
Shrimp Road, Key West, Florida, 33040 with parcel ID4 00123800-000103, commonly known as
Meridian West Apartments.
The units were developed using Florida Housing Finance Corporation (FHFC) funding through
various programs and the following summaries and table represents the current affordability
requirements, inclusive of several deed restrictions by FHFC, the original seller of the property, and
Monroe County.
SAIL LURA — AMI set asides of 17 units at 30% Area Median Income, adjusted for family size
("AMP') and 85 units at 60% AMI with a total set aside of 100% of the units. The SAIL LURA
does not include any restrictions on the rent charges. The SAIL LURA has a 50-year term ending in
2053.
ELIHA —AMI set asides of 100% of the units to be occupied by Low-Income Tenants or Very Low-
Income Tenants as defined in the ELIHA and specifically not less than 15.69% of the units are to be
leased, rented, or made available to persons or households whose income is 30% or less of the AMI
and 84.31% of the units are to be leased, rented or made available to persons or households whose
income is 60% or less of the AML The gross monthly rent for those units cannot exceed 30% of the
imputed income limitation applicable to the unit. The ELIHA has a 50-year term ending in 2054.
The ELIHA also has a provision that allows a family income to increase to 140% of the applicable
income limit, adjusted for family size, during occupancy.
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G.17
Previous Seller Deed Restriction and Monroe County Planning Department Deed Restriction —AMI
shall not exceed 100% of the median adjusted gross annual income within Monroe County for
owner/tenant occupied households and the rent shall not exceed 30% each month of the median
gross annual income of a household in Monroe County. These restrictions exist in perpetuity.
THRU 2054 THRU 2054 2055—Perpetuity(owner or renter)
SAIL ELIHA DEED
INCOME Max INCOME Max RENT Max INCOME Max RENT Max
MAX Income MAX Income Monthly MAX Income MAX Monthly
2 2 Rent 2 Rent
persons persons 2 persons persons 2
persons
17 30% $24,600 30% $24,600 30% of $615 (1 100% $82,000 30% of $2,050
units AMI INCOME bedroom) AMI Income
85 60% $49,200 60% $49,200 30% of $1,230 (1 100% $82,000 30% of $2,050
units AMI I INCOME bedroom) AMI Income
• NOTE:These income limits under 2055-Perpetuity are based on the Monroe County Florida Planning and
Environmental Resource Department"Rental Affordable Housing Units—Monroe County 2022 Qualifying Income
Limits"
• NOTE:The income limits through 2054—are based on the Florida Housing Data Clearinghouse(ULF.EDU)
The Land Authority assisted the development by providing a $1,500,000 mortgage loan, which is
currently required to be paid back to the Land Authority upon sale of the project or 50 years from the
date of the note, which is September 3, 2003; thereby due in full on September 3, 2053.
Meridian West Ltd., is now seeking to sell the project to Meridian West Owner, LLC, a Florida
limited liability company.
Meridian West Owner LLC has requested the Land Authority's consent to an assumption of the
$1,500,000 Mortgage and Note. They are also requesting the Land Authority Mortgage be
subordinate to a new first mortgage loan in favor of NEF Workforce Housing innovation Fund, LP
in an amount not to exceed $14,000,000, up from $5,800,000 previously. The original development
received tax credits and therefore did not incur as much debt. Staff is recommending consent in
exchange for a Monroe County Land Authority Declaration of Affordable Housing Restrictions that
will limit the use to rental apartments, and no longer allow ownership units, such as a condominium
at the same income levels the County deed restriction requires as follows:
Maximum rent chargeable per unit being thirty percent (30%) of one hundred percent (100%) of
Area Median Income (AMI) for Monroe County, Florida, as adjusted for family size and the
maximum income of the household that may occupy each unit is one hundred percent (100%) of
Area Median Income for Monroe County, Florida, as adjusted for family size, at the time of
occupancy; with the ability during occupancy of any affordable housing rental unit, not otherwise
limited by state or federal statute or rule concerning household income, of a household's annual
income to increase to an amount not to exceed 140 percent of the area median income for the county.
If the income of the tenant exceeds this amount, the tenant's occupancy shall terminate at the end of
the existing lease term. The maximum lease for any term shall be one (1) year or 12 months.
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G.17
PREVIOUS RELEVANT BOCC ACTION:
CONTRACT/AGREEMENT CHANGES:
N/A
STAFF RECOMMENDATION:
DOCUMENTATION:
MeridianWestAptsCarlisle30ResoAllowingAssumptionOfMortgageAndSubordination0fFundsForM
eridian_Final&ExhibitsA,B,C,D,E,F
MeridianWestAptsCarlisle38AssignmentAssumptionOfMortgage
MeridianWestAptsCarlisle34SubordinationNEFWorkforceHousinglnnovationFundLP
MeridianWestAptsCarlisleOl-4MortgageDeedPromissoryNote
FINANCIAL IMPACT:
Effective Date:
Expiration Date:
Total Dollar Value of Contract:
Total Cost to County:
Current Year Portion:
Budgeted:
Source of Funds:
CPI:
Indirect Costs:
Estimated Ongoing Costs Not Included in above dollar amounts:
Revenue Producing: If yes, amount:
Grant:
County Match:
Insurance Required:
Additional Details:
If applicable,please type in "None" or "N/A"; OR, if costs are associated with this item, check
the 'Budget Affected" box below and complete the funding source box for our Budget office.
For each funding source, select the cost center from the drop down list in the "Source" column
and enter the amount(do not insert $ sign). If the cost center is not known or not yet created,
select"NEW COST CENTER ADDED" from the drop down list. PLEASE REMEMBER TO
DELETE THESE INSTRUCTIONS PRIOR TO SAVING/SUBMITTING.
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G.17
REVIEWED BY:
Christine Hurley Completed 05/08/2023 1:36 PM
Dina Gambuzza Completed 05/08/2023 1:45 PM
Bob Shillinger Skipped 05/08/2023 1:47 PM
Lindsey Ballard Completed 05/08/2023 3:26 PM
Board of County Commissioners Pending 05/17/2023 9:00 AM
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G.17.a
RESOLUTION NO.
A RESOLUTION OF THE MONROE COUNTY
COMPREHENSIVE PLAN LAND AUTHORITY SUPERSEDING
RESOLUTIONS 01-2002, 04-2003, 09-2003, 01-2004, AND 04-
2005; AUTHORIZING THE SUBORDINATION AND
ASSUMPTION OF A $1,500,000 MORTGAGE LOAN BY
MERIDIAN WEST OWNER LLC FOR MERIDIAN WEST
APARTMENTS AT 6701 SHRIMP ROAD, KEY WEST, FL 33040
WITH PARCEL ID NUMBER 00123800-000103 IN EXCHANGE
FOR A DECLARATION OF AFFORDABLE HOUSING
RESTRICTIONS TO MAINTAIN THE UNITS AS AFFORDABLE
RENTAL HOUSING SUBJECT TO CONDITIONS.
WHEREAS, Section 380.0666(3), Florida Statutes (FS) and Monroe County Ordinance No. 031-
1986 empower the Monroe County Comprehensive Plan Land Authority (hereinafter "Land
Authority) to acquire an interest in real property for the purpose of providing affordable housing
when said acquisitions are consistent with the local government Comprehensive Plan, adopted
pursuant to Chapter 380, FS; and
WHEREAS, Meridian West, LTD. developed 102 units known as Meridian West Apartments at
6701 Shrimp Road, Key West, Florida, 33040 with Parcel ID# 00123800-000103, legally
described in Exhibit A, attached hereto, (hereinafter the "Site") with the benefit of, among other
subsidies, a $1,500,000 mortgage loan from the Land Authority; and
WHEREAS, Meridian West Owner LLC intends to purchase the Site and has requested to
assume the Land Authority's $1,500,000 mortgage and subordinate said mortgage to a first
mortgage in an amount not to exceed $14,000,000; and
WHEREAS, the Site is restricted by Florida Housing Finance Corporation ("FHFC") pursuant to
a Land Use Restriction Agreement recorded in the Monroe County Official Records Book 1962,
Page 2196, then amended as recorded in Book 2005, Page 963 and amended as recorded in
Book 2131, Page 378 and attached hereto as Exhibit B (""SAIL LURA"), requiring 17 of 102
units to be rented to persons or families with income at or below 30% of area median income,
adjusted for family size and 85 of 102 units to be rented to persons or families with income at or
below 60% of area median income adjusted for family size, through 2053; and
WHEREAS, the Site is further restricted by FHFC pursuant to an Extended Low-Income
Housing Agreement, recorded in the Monroe County Official Records Book 2028, Page 1170,
then amended as recorded in Book 2115, Page 1484 and attached hereto as Exhibit C
("ELIHA"), in favor of the FHFC, through 2053; and
WHEREAS, the Site's Warranty Deed dated June 9, 2003 from Dog Track Partnership to
Meridian West, LTD includes a deed restriction recorded in the Monroe County Official Records
Book 1895, Page 2117 and attached hereto as Exhibit D, whereby all units developed on the
Site shall be subject to the following rental restrictions for owner-occupied or tenant-occupied
households in perpetuity:
a. 100% of median adjusted gross annual income within Monroe County and
b. 30% of monthly median adjusted gross annual income for households within
Monroe County; and
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G.17.a
WHEREAS, the Site has a Monroe County Planning Department Affordable Housing Deed
Restriction recorded in the Monroe County Official Records Book 1942, Page 659 on October
17, 2003 and attached hereto as Exhibit E, whereby all units developed on the site shall be
subject to the Deed Restriction in the June 9, 2003 Warranty Deed in perpetuity; and
WHEREAS, the Land Authority desires to maintain affordability as required in the Monroe
County deed restriction, with a further restriction that all units shall remain tenant occupied, as
opposed to owner occupied in perpetuity; and
WHEREAS, the Land Authority previously adopted Resolutions 01-2002, 04-2003, 09-2003, 01-
2004, and 04-2005 approving a 50 year, zero-interest non-recurse mortgage loan executed by
Meridian West, Ltd. in the amount of$1,500,000.
NOW, THEREFORE, BE IT RESOLVED BY THE MONROE COUNTY COMPREHENSIVE
PLAN LAND AUTHORITY that:
Section 1. Resolutions 01-2002, 04-2003, 09-2003, 01- 2004, and 04-2005 are hereby
superseded with this resolution.
Section 2. The $1,500,000 mortgage loan shall be subordinated to the new first mortgage in
favor of NEF Workforce Housing Innovation Fund, LP in an amount not to exceed $14,000,000.
Section 3. Meridian West Owner LLC may assume the Land Authority's $1,500,000 mortgage
on the site subject to the Land Authority Declaration of Affordable Housing Restrictions that
eliminates an option for conversion from rental to ownership and reiterates the Monroe County
Planning Department deed restriction of the maximum rent chargeable per unit being thirty
percent (30%) of one hundred percent (100%) of Area Median Income (AMI) for Monroe
County, Florida, as adjusted for family size, and the maximum income of a household that may
occupy each unit at one hundred percent (100%) of Area Median Income for Monroe County,
Florida, as adjusted for family size, upon occupancy; with the ability during occupancy of any
affordable housing rental unit, not otherwise limited by state of federal statute or rule concerning
household income, to increase annual income to an amount not to exceed 140 percent of the
Area Median Income as adjusted for family size, for Monroe County. If the income of a
household exceeds this amount, the tenant's occupancy shall terminate at the end of the
existing lease term. The maximum lease for any term shall be one (1) year or 12 months. Said
Monroe County Declaration of Affordable Housing Restrictions shall be in full force and effect in
perpetuity, and is attached hereto as Exhibit F.
Section 4. The Governing Board Chairman is hereby authorized to execute documents
implementing the subordination described in Section 2 and the loan assumption described in
Section 3.
Section 5. The Land Authority Declaration of Affordable Housing Restrictions shall be recorded
simultaneously with the closing of the subject property to Declaration of Affordable Housing
Restriction.
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G.17.a
PASSED AND ADOPTED by the Monroe County Comprehensive Plan Land Authority at a
regular meeting on this day of 12023.
Commissioner Craig Cates
Commissioner Michelle Coldiron
Commissioner Jim Scholl
Commissioner Holly Raschein
Chairman David Rice
(Seal)
ATTEST: MONROE COUNTY COMPREHENSIVE
PLAN LAND AUTHORITY
Christine Hurley David P. Rice
Executive Director Chairman
Approved as to form and legality.
Gregory Oropeza, Esquire
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Exhibit A
Legal Description
E
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G.17.a
EXHIBIT "A"
Legal Description
Parcel 3, of DOG TRACK PARCELS CONDOMINIUM, according to the Declaration of
Condominium thereof, recorded in Official Records Book 1895, Page 2039, of the Public Records
of Monroe County, Florida.
FORMERLY DESCRIBED AS:
A portion of Lots 6, 7, 8, 9, 10, 11, 12 and 13, all as originally platted, and adjacent filled baybottom,
Block 57, "All of Lots 1, 2, 3, 5, 6, Section 35; Lot 2, Section 36; Lot 3, Section 26, Lot 2, Section
34, Stock Island, Township 67 South, Range 25 East", as recorded in Plat Book 1, at Page 55, of
the Public Records of Monroe County, Florida and being more particularly described as follows:
Commence at the Northwest comer of said Block 57, being the intersection of the Easterly Right-
of- Way Line of Fifth Street and the Southerly Right-of-Way Line of Fifth Avenue; thence South
83'56'00" East along the said Southerly Right-of-Way Line of Fifth Avenue for 905.50 feet to the
Point of Beginning; thence continue along the said Southerly right of way line of Fifth Avenue for a
distance of 110.50 feet, thence South 06'04'00" West for a distance of 213.00 feet; thence South
83'56'00" East for a distance of 108.50 feet; thence South 06'04'00" West for a distance of 35.00
feet; thence South 83'56'00" East for a distance of 75.50 feet; thence South 06'04'00" West for a
distance of 452.00 feet; thence North 83'56'00" West for a distance of 700.00 feet to the easterly
right of way line of Shrimp Road; thence North 06'04'00" East and along the said easterly line of
Shrimp Road for a distance of 559.00 feet; thence South 83'56'00" East for a distance of 405.50
feet; thence North 06'04'00" East for a distance of 141.00 feet to the said Southerly right of way
line of Fifth Avenue and the Point of Beginning.
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G.17.a
Exhibit B
FHFC LURA
BK#1962, PG#2196
then amended as recorded in BK#2005, PG#963
then amended as recorded in BK#2131, PG#378
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EXHIBIT"B"
THIS INSTRUMENT PREPARED
BY AND RETURN TO:
Rafael G.Moreno,Esq.
Adomo&Yoss,P.A. NONROE COUNTY
2601 South Bayshore Dr.,Suite 1600 OFFICIAL RECORDS
Miami,FL 33133
FILE # 143- 6936
BK#1 9 6 2 PG#2 1 9 6
ABOVE SPACE RESERVED FOR
RECORDING PURPOSES ONLY
LAND USE RESTRICTION AGREEMENT
(Meridian West Apartments/SAIL)
THIS LAND UW RESTRICTION AGREEMENT (this "Agreement") is made and
entered into as of the PD day of December, 2003 by and among MERIDIAN WEST, LTD.,
a Florida limited partnership, (hereinafter called the "Borrower"), and the FLORIDA
HOUSING FINANCE CORPORATION, a public corporation and a public body corporate
and politic duly created and existing under the laws of the State of Florida (hereinafter called
"Florida Housing") (which term as used in every instance shall include Florida Housing's
Successors and assigns).
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RECITALS
WHEREAS, Florida Housing was created and organized pursuant to and in accordance
with the provisions of the Florida Housing Finance Corporation Act, Chapter 420, Part V, Fla.
Stat., as amended (the "Act"), for the purpose among others, of financing residential rental
housing projects that will provide decent, safe and sanitary housing for individuals or families of
very low, low,moderate or middle income in the State of Florida(the "State"); and
WHEREAS, Florida Housing has agreed under certain conditions to make a loan to
Borrower under the State Apartment Incentive Loan Program for the purpose of providing
construction and permanent financing for a 102-unit multifamily development to be known as
Meridian West Apartments (the "Development") located in Monroe County, Florida (the
"County") on the real property more particularly described on Exhibit "A" attached hereto and
made a part hereof(the "Land") to be occupied by "eligible persons," as determined by Florida
Housing in accordance with the Act, all for the public purpose of assisting persons of very low-
income within the State to afford the costs of decent, safe and sanitary housing; and
WHEREAS,the Borrower has agreed to provide and set aside for a continuous period of
fifty(50) years from the date that the first unit is occupied or, if already occupied, from the date
hereof as follows: Not less than (15.69%)of the units (17 units)within the Development shall be
rented to households who shall have a household income less than or equal to thirty percent
I RGMY202669.00401M 1163909_1 1
RCD Dec 29 2003 10:07AM
DANNY L KOLHAGE, CLERK
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EXHIBIT"B"
(30%) of the area median gross income for the county or the metropolitan statistical area in
which the Development is located, whichever median income is the greatest, adjusted for family
size (the "Area Median Income"); and not less than (84.31%) of the units (remaining units)
N within the Development shall be rented to households who shall have a household income less
01 than or equal to sixty percent (60%) of the Area Median Income, for a total set-aside of one
W rq hundred percent (100%) of the units in the Development, excluding any exempt management
N units.
�l #
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NOW, THEREFORE, in consideration of the mutual covenants and undertakings set
forth herein, and other good and valuable consideration, the receipt and sufficiency of which are
+�I hereby acknowledged, Florida Housing and the Borrower do hereby contract and agree as
ri follows:
V4 # ARTICLE I
Hx
w 00 Definitions and Interpretation. Unless otherwise expressly provided herein or unless the
context clearly requires otherwise, the following terms shall have the respective meanings set
forth below for all purposes of this Agreement.
"Act" means the Florida Housing Finance Corporation Act as found in Chapter 420, Part
V,of the Florida Statutes.
"Applicant" means any public entity, private not-for-profit or for-profit sponsor or ;
developer who wishes to provide housing affordable to very low-income persons or households
pursuant to the provisions of the Program and who is requesting a loan from Florida Housing for
such Development.
"Construction Loan Agreement" means the Construction Loan Agreement, dated as of
December , 2003,between the Borrower and Florida Housing, as amended and supplemented
from time to time.
"County" means Monroe County,Florida.
"Development" means the improvements to be constructed on the Land, and more
particularly described in Exhibit "B" attached hereto, and the Land and all personal property and
fixtures from time to time attached thereto.
"Elderly Development" means a development wherein (1) all units are intended for, and
solely occupied by, persons 62 years of age or older or (2) at least eighty percent (80%) of the
units shall be occupied or held available for occupancy by at least one (1) resident that is 55
years of age or older. The Borrower may choose either of the options above at any time to
remain in compliance with the Land Use Restriction Agreement and its amendments. For option
(2) above, the Development must publish and adhere to policies and procedures that demonstrate
its intent to operate as housing for persons 55 years of age or older, in accordance with the
factors listed in 24 C.F.R. 100.306 and Section 760.29(4)(b), Florida Statutes, and may exclude
from occupancy persons 18 years of age or younger from any unit in this circumstance.
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EXHIBIT"B"
"Eligible Person"means a natural person or a family, irrespective of race, creed, national
M N origin or sex,determined by Florida Housing to be a Very Low-Income Person or Household.
Ol *�
w "Family Household" describes a household of one or more persons.
N "First Mortgage" means that certain Multifamily Mortgage, Assignments of Rents and
0 Security Agreement recorded in Official Records Book 1939, Page 342 of the Public Records of
0 Monroe County, Florida, executed by borrower in favor of Neighborhood Lending Partners of
H South Florida, Inc., a Florida not-for-profit corporation (the "First Mortgagee"), securing the
H repayment of a loan in the original principal amount of Four Million,Two Hundred Seventy-One
Thousand and No/100 Dollars($4,271,000.00)which upon construction compeltion the principal
amount shall be reduced to Three Million, Four Hundred Fifty Thousand and No/100 Dollars
($3,450,000.00).
"First Mortgagee" means Neighborhood Lending Partners of South Florida, Inc. its
successors and assigns.
"Guaranty" means that certain Completion and Operating Deficit Guaranty, dated as of
the date hereof, from Borrower, TCG Meridian West, Inc., a Florida corporation, The Carlisle
Group, LLC, a Florida limited liability company, Lloyd J. Boggio, an individual, Luis A.
Gonzalez, an individual and Bruce W. Greer,for the benefit of Florida Housing.
"Loan" means the second mortgage loan in the original principal amount of One Million
and No/100 Dollars ($1,000,000.00) from Florida Housing as lender to the Borrower with
respect to the Development to be made in accordance with the Note secured by the Mortgage for
the purpose of financing the construction or substantial rehabilitation of the Development.
"Loan Documents" means this Agreement, the Construction Loan Agreement, the
Mortgage, the Note, the Assignment of Leases, Rents and Contracts Rights, the Completion and
Operating Deficit Guaranty, the Environmental Indemnity Agreement, and all other documents
evidencing or securing the Loan.
"Mortgage" shall mean the Amended and Restated Mortgage and Security Agreement,
dated as of the date hereof, from the Borrower in favor of Florida Housing granting a priority
mortgage lien on (subject only to the First Mortgage) and security interest in the Land, the
buildings and equipment constituting the Development and the rents and income therefrom and
securing the obligation of the Borrower under the Construction Loan Agreement and the Note, as
amended and supplemented from time to time.
"Note" means the Renewal and Consolidated Promissory Note, dated as of the date
hereof, in the original principal amount of One Million and No/100 ($1,000,000.00) with the
Borrower as payor and Florida Housing as payee thereunder, evidencing the Loan to the
Borrower pursuant to the Construction Loan Agreement and the Mortgage, as may be amended
or supplemented from time to time.
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EXHIBIT"B"
"Program" means the State Apartment Incentive Loan Program created by Section 0)
420.5087,Fla. Stat..
l0H
"Rental Housing" means housing units made available for rental, and not ownership, by
Eligible Persons who are members of the general public, each of which units shall contain (�
complete living facilities which are to be used other than on a transient basis and facilities which a
are functionally related and subordinate to the living facilities. The housing units shall at all rq
times be constructed and maintained in substantial accordance with applicable building code N
standards of the County.
01
"State" shall mean the State of Florida. w H
H �
"Substantial Rehabilitation"means to bring a Development back to its original state with w °'
added improvements where the value of such repairs or improvements (excluding the costs of
acquiring or moving a structure) exceeds 40% of the appraised as is value(excluding land)of the
Development before repairs.
"Term of this Agreement"means the term determined pursuant to Article VIII hereof.
"Very Low-Income Persons or Households" means one or more natural persons or a
family, not including students, who (a) if residing in a development using tax-exempt financing
for the first mortgage,have incomes which meet the income eligibility requirements of Section 8
of the United States Housing Act of 1937, as amended; or(b)if residing in a development using
taxable financing for the first mortgage, have total annual gross household income which does
not exceed 50 percent(50%) of the median income adjusted for family size, or 50 percent(50%)
of the median income adjusted for family size for households within the metropolitan statistical
area(MSA) or, if not within the MSA, within the county in which the person or family resides,
or within the state or whichever is greater; or (c) if residing in a Development using the federal
Low Income Housing Tax Credit, have incomes which meet the income eligibility requirements
of Section 42 of the Internal Revenue Code of 1986, as amended.
ARTICLE II
Residential Rental Development. Florida Housing and the Borrower hereby declare their
understanding and intent that, during the Term of this Agreement, the Development is to be
owned, managed and operated according to the terms and conditions of the Act, the Program
thereunder, this Agreement and all Loan Documents. To that end, the Borrower hereby
represents,covenants and agrees as follows:
2.1. That the Development is being constructed or substantially rehabilitated for the
purpose of providing rental housing, and the Borrower, its successors or assigns, shall own,
manage, and operate the Development exclusively as multifamily rental housing;
2.2 That under this Agreement, for a period of not less than fifty (50) years from the
date that the first unit is occupied or, if already occupied, from the date of Loan closing,the units
shall be set-aside as follows:
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EXHIBIT"B"
Not less than 15.69% of the units (17 units) within the Development shall
be rented to households who shall have a household income less than or equal to
thirty percent (30%) of the area median gross income for the county or the
metropolitan statistical area in which the Development is located, whichever 0
median income is the greatest, adjusted for family size (the "Area Median 0
Income"); and not less than 84.31% of the units (remaining units) within the N
Development shall be rented to households who shall have a household income M N
less than or equal to sixty percent (60%) of the Area Median Income, for a total 41
set-aside of one hundred percent (100%) of the units in the Development, lD
excluding any exempt management units H N
2.3, That the Development shall be constructed, operated and maintained, as set forth #
in Exhibit"B"attached hereto and made a part hereof;
w �
a �
2.4. That during the Term of this Agreement the Borrower will not convert the m
Development to condominium or co-operative ownership;
2.5. That the Borrower shall not discriminate on the basis of race, religion, color, sex,
familial status, national origin or disability in the lease, use or occupancy of the Development.
Age discrimination and discrimination against minor dependents, except when units are
specifically being held for the elderly, are also not permitted;
2.6. That the Borrower will immediately withdraw from circulation any advertisement
determined by Florida Housing to violate or be inconsistent with its policies, with respect to
promoting rental housing for persons and families of very low-income, and consents to the
remedy of specific performance;
2.7. That during the Term of this Agreement,rent controls shall not be allowed on any
unit in the Development except as required by this Agreement and in conjunction with the
issuance of tax-exempt bonds or federal low-income housing tax credits, or as otherwise set forth
in Section 15.1; and
2.8 That the Development as of the date hereof is located entirely within the limits of
the County.
The provisions of this Article II shall run with the Land and shall remain in effect during
the Term of this Agreement; provided, however, the Borrower may be discharged from its
obligations under Articles lI and III hereof to the extent that the same are assumed by any
successor in interest to the Borrower pursuant to Article VII hereof.
ARTICLE III
_Compliance With Program Requirements. In order to comply with the Act and Florida
Housing's rules and regulations thereunder, the Borrower hereby covenants and agrees that,
during the Term of this Agreement:
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EXHIBIT"B"
3.1. The units in the Development shall be set aside as provided in Paragraph 2.2 of
this Agreement.
3.2. The Borrower and its successors in interest shall at all times operate the
Development in conformity with all federal, state and local laws, rules, regulations, ordinances
and orders which may be applicable to the Development, including but not limited to the Federal H
Fair Housing Act as implemented by 24 C.F.R. 108, and Titles II and III of the Americans with 0
Disabilities Act of 1990 as implemented by 28 C.F.R. 35. W N
MN
3.3. The Borrower shall annually certify the gross income of all persons occupying oft
units set aside pursuant to the Program. All persons or households qualified under the provisions
of the Program to occupy set-aside units may continue to qualify if the gross income of said
persons or households at the time of annual recertification meets the requirements established in N
Section 142(d)(3)(B) of the Internal Revenue Code of 1986, as amended. Should the annual H t0
recertification result in noncompliance with income occupancy requirements the next available * Ol
unit must be rented to a person or household qualifying under the provisions of Section T l
420.5087(2), Fla. Stat., or in conjunction with federal Low Income Tax Credit requirements, if H x
applicable. °0
3.4. Prior to the leasing of any unit, the Borrower must obtain Florida Housing's
approval for the management company selected to manage the Development. Florida Housing
must be advised of any change in the Borrower's selection of a management company and the
company must be approved by Florida Housing's compliance department prior to the firm
assuming responsibility for the Development. In addition, the Borrower must keep Florida
Housing's compliance staff apprised of the progress of Development completion and advised as
to the expected opening date of the Development. The Borrower and/or an authorized
representative must attend a Florida Housing Compliance Training Workshop prior to the leasing
of any unit.
3.5. If, after a four-month rent-up period commencing after issuance of the last
certificate of occupancy on the units within the Development, the Borrower is unable to meet the
agreed-upon categorical set aside per Paragraph 2.2 herein, the Borrower may request to rent
such units to Very Low-Income Persons or Households without categorical restriction.
(a) The written request must provide documentation of marketing efforts
implemented over the past four-month period which demonstrate the inclusion of sources
of potential tenants, advertising to be used, other means of encouraging tenants to rent at
the Development, and priority to the original targeted group of tenants. If Florida
Housing determines that prior marketing efforts were insufficient, a revised plan which is
satisfactory to Florida Housing must be submitted and implemented for a four-month
period prior to reconsideration.
(b) Florida Housing may (in its own discretion) require Borrower to provide
additional amenities or tenant programs suitable for the proposed tenant population.
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EXHIBIT"B"
ARTICLE IV
Indemnification. The Borrower hereby covenants and agrees that it shall indemnify, hold
harmless and defend Florida Housing and its directors, officers, members, officials, employees
and agents from and against (1) any and all claims arising from any act or omission of the
Borrower or any of its agents, contractors, servants, employees or licensees in connection with N
the Loan Documents or the Development, or arising out of the construction, operation and/or 0
management of the Development or the granting of the Loan to the Borrower; and (ii) all W N
reasonable costs,counsel fees, expenses or liabilities incurred in connection with any such claim M N
or proceeding brought thereon as such fees, costs, expenses or liabilities become due. In the
event that any action or proceeding is brought against Florida Housing, or any of its directors, a
officers, members, officials, employees, or agents with respect to which indemnity may be
sought hereunder, the Borrower, upon written notice from the indemnified party, shall assume N
the investigation and defense thereof, including the employment of counsel and the payment of ID
all expenses. This provision shall survive the termination of this Agreement. The indemnified 0
party shall have the right to participate in the investigation and defense thereof and may employ w H
separate counsel with or without the approval and consent of the Borrower.
w as
ARTICLE V
Consideration. In addition to other purposes, Florida Housing has authorized and made
the Loan to the Borrower as an inducement to the Borrower to operate the Development as set
forth in Paragraph 2.2. of this Agreement. In consideration of the issuance of the Loan by
Florida Housing for the foregoing purposes, Florida Housing and the Borrower have entered into
this Agreement.
c�
ARTICLE VI
Reliance. In performing its duties hereunder, Florida Housing may rely upon statements
and certificates of the Borrower, and Very Low-Income Persons or Low-Income Households
believed to be genuine and to have been executed by the proper person or persons, and upon
audits of the books and records of the Borrower pertaining to occupancy of the Development. In
addition,Florida Housing may consult with counsel,and the opinion of such counsel shall be full
and complete authorization and protection with respect to any action taken or suffered by Florida
Housing in good faith and in conformity with the opinion of such counsel. The Borrower may
rely upon certificates of Very Low-Income Persons or Households reasonably believed to be
genuine and to have been executed by the proper person or persons.
ARTICLE VII
Sale, Transfer or Refinancing, of Development. The Loan, as to both principal and
interest, together with all other obligations under the Loan Documents, shall be assumable upon
sale, transfer or refinancing of the Development if the following conditions as well as all other
conditions and requirements set forth in Rule 67-48, Fla. Admin. Code, in effect as of March 17,
2002, are met:
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EXHIBIT"B"
7.1. The proposed owner of the Development meets all specific applicant identity
criteria which were required as conditions of the original Loan;
7.2 The proposed owner of the Development agrees to maintain all set asides and
other requirements of the Loan for the period originally specified or longer,and agrees to assume
the Borrower's obligations under this Agreement and the Loan Documents; and
7.3. The proposed owner receives a favorable recommendation from Florida Housing's
credit underwriter and approval by the Board of Directors of Florida Housing. 0
QN
In the event the above-stated conditions are not met, the Loan as to both principal and m N
interest, as well as all other obligations due or accrued under the Loan Documents, shall be due ft
in full upon the sale, transfer or refinancing of the Development unless the consent of Florida a
Housing shall have been obtained or the transfer is otherwise permitted under the Loan
Documents. N
ARTICLE VIII #
w *�
Term. This Agreement shall become effective upon its execution and delivery and shall �4 x*1:
remain in full force and effect for fifty (50) years from the date that the first unit is occupied or, w
if already occupied, from the date of loan closing, unless earlier terminated pursuant to Article
XII.
ARTICLE IX
c�
Damage, Destruction or Condemnation of the „Development. In the event that the
Development is damaged or destroyed or title to the Development, or any part thereof, is taken
by any governmental body through the exercise or the threat of the exercise of the power of
eminent domain, subject to the rights of the First Mortgagee and the provisions of the First
Mortgage regarding same, the Borrower shall deposit with Florida Housing any insurance
proceeds or any condemnation award,and shall promptly commence to rebuild,replace,repair or
restore the Development in such manner as is consistent with the Loan Documents. Florida
Housing shall make any such insurance proceeds or condemnation award moneys available to
provide funds for such restoration work. In the event that the Borrower fails to commence or to
complete the rebuilding, repair, replacement or restoration of the Development after notice from
Florida Housing, Florida Housing shall have the right, in addition to any other remedies granted
in the Loan Documents or at law or in equity, to repair, restore, rebuild or replace the
Development so as to prevent the occurrence of a default hereunder.
ARTICLE X
Enforcement. If the Borrower defaults(by its action or inaction)in the performance of its
obligations under this Agreement or breaches any covenant, agreement or warranty of the
Borrower set forth in this Agreement, and if such default remains uncured for a period of thirty
(30) days after notice thereof shall have been given by Florida Housing to the Borrower (or for
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EXHIBIT"B"
an extended period approved by Florida Housing if such default stated in such notice can be
corrected, but not within such thirty (30) day period, and if the Borrower commences such
correction within such thirty (30) day period, and thereafter diligently pursues the same to
completion within such extended period), then Florida Housing may terminate all rights of the
Borrower under this Agreement and may take any other action at law or in equity or otherwise,
whether for specific performance of any covenant in this Agreement or such other remedy as
may be deemed most effectual by Florida Housing to enforce the obligations of the Borrower 10
with respect to the Development. If a default by the Borrower under this Agreement is not cured 0
within a reasonable time, Florida Housing shall institute foreclosure proceedings against the W N
Development,but only as provided in the Mortgage. M N
Notwithstanding any of the foregoing, Florida Housing will have the right to seek pa.,
specific performance of any of the covenants and requirements of this Agreement concerning the
construction and operation of the Development. N
d1 �
ARTICLE XI
Recording and Filing;Covenants to Run with the Land. H
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11.1. Upon execution and delivery by the parties hereto, the Borrower shall cause this
Agreement and all amendments and supplements hereto to be recorded and filed in the Official
Public Records of the County and in such manner and in such other places as Florida Housing
may reasonably request, and shall pay all fees and charges incurred in connection therewith.
11.2. This Agreement and the covenants contained herein shall run with the land and
shall bind, and the benefits shall inure to, respectively, the Borrower and Florida Housing and
their respective successors and assigns during the Term of this Agreement.
ARTICLE XII
Subordination and Foreclosure. In the event of a foreclosure and sale of the Land or
receipt of a deed in lieu of foreclosure pursuant to a default under the First Mortgage related to
the Development, this Agreement shall be null and void and of no further force and effect,
provided, however, that if a "Related Party" to the Borrower as defined in the Internal Revenue
Code should purchase the Development following a foreclosure or a deed in lieu of foreclosure,
the use restrictions shall be reinstated as of the date of transfer to any such Related Party.
ARTICLE XIII
Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State,both substantive and governing remedies.
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EXHIBIT"B"
ARTICLE XIV
Notice and Effect. All notices and other communications to be made or permitted to be
made hereunder shall be in writing and shall be delivered to the addresses shown below or to
such other addresses that the parties may provide to one another in accordance herewith. Such
notices and other communications shall be given by any of the following means: (a) personal
service; (b) national express air courier, provided such courier maintains written verification of O
actual delivery; or (c) facsimile. Any notice or other communication given by the means 0 N
described in subsection (a) or(b) above shall be deemed effective upon the date of receipt or the N
date of refusal to accept delivery by the party to whom such notice or other communication has
been sent. Any notice or other communication given by the means described in subsection (c) 01 a
above shall be deemed effective the date on which the facsimile transmission occurs or if such
date is not a business day on the business day immediately following the date on which the N
facsimile transmission occurs. d'
Florida Housing: Florida Housing Finance Corporation "k
227 North Bronough Street, Suite 5000
Tallahassee, Florida 32301-1329 w m
Attention: Executive Director
FAX: (850)488-9809
with a copy to: Adorno &Yoss, P.A.
2601 South Bayshore Dr., Suite 1600
Miami,FL 33133
a�
Attention: Rafael G. Moreno, Esq.
FAX: (305) 858-4447
Borrower: Meridian West, Ltd.
2937 S.W. 27th Avenue, Suite 303
Miami,Florida 33133
FAX: (305)476-1557
with a copy to: Stearns,Weaver,Miller, et.al.
150 W. Flagler Street, Suite 2200
Miami,Florida 33130
Attn: Patricia K. Green, Esq.
Fax: (305)789-3395
Servicer: Seltzer Management Group, Inc.
7500 McElvey Road
Panama City Beach, Florida 34208
Attn: Don Jackson
FAX: (850)233-1429
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EXHIBIT"B"
First Mortgagee: Neighborhood Lending Partners
of South Florida,Inc.
2002 North Lois Avenue
Suite 150 lD
Tampa, Florida 33607 0
WN
Any addressee may change its address by giving the other parties hereto notice of such M N
change of address in accordance with the foregoing provisions.
ARTICLE XV
N
Compliance with Low-Income Housing Tax Credit Requirements. W
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15.1. Nothing in this Agreement shall modify or affect any agreement to set-aside units w H
in the Development that the Borrower has made or may make with Florida Housing in any H x
application for low-income housing tax credits under Section 42 of the Internal Revenue Code of w M
1986, as amended with respect to such tax credits (the "Code") or in any Extended Low Income
Housing Agreement executed or to be executed in connection therewith. In the event of any
conflict, the Act, the Program and this Agreement shall control with respect to the requirements
of the Program, and Section 42 of the Code and any such Extended Low Income Housing
Agreement shall control with respect to the requirements of the eligibility for tax credits.
15.2. Unless the context clearly requires otherwise,words of the masculine gender shall
be construed to include correlative words of the feminine and neuter genders and vice versa, and
words of the singular number shall be construed to include correlative words of the plural
number and vice versa. This Agreement and all the terms and provisions hereof shall be
construed to effectuate the purposes set forth herein and to sustain the validity hereof.
15.3. The terms and phrases used in the recitals of this Agreement have been included
for convenience of reference only and the meaning, construction and interpretation of all such
terms and phrases for purposes of this Agreement shall be determined by references to Article I
of this Agreement. The titles and headings of the sections of this Agreement have been inserted
for convenience of reference only and are not to be considered a part hereof and shall not in any
way modify or restrict any of the terms or provisions hereof and shall never be considered or
given any effect in construing this Agreement or any provision hereof or in ascertaining intent,if
any questions of intent shall arise.
15.4. If any provision of this Agreement shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining portions shall not in any way be affected or
impaired.
15.5. This Agreement may be simultaneously executed in multiple counterparts, all of
which shall constitute one and the same instrument and each of which shall be deemed to be an
original.
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EXHIBIT"B"
15.6. The provisions of Section 5.5 of the Mortgage are incorporated herein by this
reference. N
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T14
[COUNTERPART SIGNATURE PAGES TO FOLLOW]
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EXHIBIT"B"
COUNTERPART SIGNATURE PAGE FOR 00
LAND USE RESTRICTION AGREEMENT 0
WN
(Meridian West Apartments/SAIL)
tD a
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IN WITNESS WHEREOF, Florida Housing and the Borrower have caused this �D
Agreement to be executed and delivered on their behalf by their duly authorized representatives
as of the date first set forth above. ri
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BORROWER: w
WITNESSES: MERIDIAN WEST,LTD., a Florida
limited partnership
By: TCG endian West, Inc.,a
Name: Fltra' rpIroas
By:
Name: 6 -.,A F g ' flTu
E
(Corporate Seal)
STATE OF FLORIDA }
)SS:
COUNTY O )
The foregoing instrument was acknowledged before me the of December,2003,by
Lloyd J. Boggio, as President of TCG Meridian West, Inc., a Florida corporation, the sole
General Partner of Meridian West, Ltd., a Florida limited partnership, on behalf of the
corporation and as an act of said partnership. He is er�sonally known to me or has produced
as identification.
Name:
Notary Public, State of Florida
Commission No.:
My Commission Expires:
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EXHIBIT"B"
COUNTERPART SIGNATURE PAGE FOR Ol
LAND USE RESTRICTION AGREEMENT
� N
(Meridian West Apartments/SAIL) M N
� ss,
IN WITNESS WHEREOF, Florida Housing and the Borrower have caused this
Agreement to be executed and delivered on their behalf by their duly authorized representatives N
as of the date first set forth above.
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FLORIDA HOUSING FINANCE
WITNESSES: CORPORATION w
` tox,lX By:
Name: V 1 Wa114ft x.meffeat 11
General Couind
N
Address: 227 N.Bronough Street, Suite 5000
Tallahassee,Florida 32301-1329
[CORPORATE SEAL]
STATE OF FLORIDA
COUNTY OF LEON
The foregoing instrument was acknowled%,nt-cal
before me this ICY"') day of December,
2003 by*illn rt H.P&(4e(+ IT: ,as �n'� of
HO the FLORIDA USING FINANCE CORPORATION, a public corporation and a public body
corporate and politic duly created and existing under the laws of the State of Florida,on behalf of
Florida Housing. A$e is personally known to me or has produced a valid driver's license as
identification.
Notary Public; State of Florida
No myNft-Oft of Fbddo Print Name:�tC-rOf'\A A.- �i n50f1 _-
Np4i,20% My Commission Expires:ney t- O-W(n
+ m 0IM34073 My Commission No.:'DTQ W, 4013
radsd �
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EXHIBIT"B"
EXHIBIT"A"
0
H
LEGAL DESCRIPTION 0 N
(� N
01 �
°4
Exhibit "A" Parcel 3, of DOG TRACK PARCELS CONDOMINIUM, according to the N
Declaration of Condominium thereof,recorded in Official Records Book 1895,Page 2039,of the
Public Records of Monroe County, Florida.
FORMERLY DESCRIBED AS: a
Hx
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A portion of Lots 6, 7, 8, 9, 10, 11, 12 and 13, all as originally platted, and adjacent filled
baybottom, Block 57, "All of Lots 1, 2, 3, 5, 6, Section 35; Lot 2, Section 36; Lot 3, Section 26,
Lot 2, Section 34, Stock Island,Township 67 South, Range 25 East", as recorded in Plat Book 1,
at Page 55, of the Public Records of Monroe County, Florida and being more particularly
described as follows:
Commence at the Northwest corner of said Block 57, being the intersection of the Easterly
Right-of-Way Line of Fifth Street and the Southerly Right-of-Way Line of Fifth Avenue; thence
South 83°56'00" East along the said Southerly Right-of-Way Line of Fifth Avenue for 905.50
feet to the Point of Beginning; thence continue along the said Southerly right of way line of Fifth
Avenue for a distance of 110.50 feet, thence South 06°04'00" West for a distance of 213.00 feet;
thence South 83°56'00" East for a distance of 108,50 feet; thence South 06°04'00" West for a
distance of 35.00 feet; thence South 83°56'00" East for a distance of 75,50 feet; thence South
06°04'00" West for a distance of 452,00 feet; thence North 83°56'00" West for a distance of
700.00 feet to the easterly right of way line of Shrimp Road; thence North 06°04'00" East and
along the said easterly line of Shrimp Road for a distance of 559.00 feet; thence South 83°56'00"
East for a distance of 405.50 feet; thence North 06°04'00" East for a distance of 141.00 feet to
the said Southerly right of way line of Fifth Avenue and the Point of Beginning.
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EXHIBIT B,
EXHIBIT "B"
Meridian West Apartments(2002-057CS)
Monroe County
rl
PROPERTY DESCRIPTION
0 N
The Development will consist of 102 garden apartment units located in 9 residential buildings. M N
lit Mix: 17 One bedroom / one bath units containing a minimum of 600 square feet of heated and w
cooled living area ri N
68 Two bedroom / one bath units containing a minimum of 817 square feet of heated and r
cooled living area M
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17 Three bedroom/two bath units containing a minimum of 1,034 square feet of heated and w W
cooled living area
102 Total units
The Development is to be constructed in accordance with the final plans and specifications
approved by the appropriate city or county building or planning department or equivalent
agency, and approved as reflected in the Pre-Construction Analysis prepared for Florida Housing
or its Servicer, unless a change order has been approved in writing by Florida Housing or its
Servicer. The Development will conform to requirements of local, state & federal laws, rules,
regulations, ordinances, orders and codes, Federal Fair Housing Act and Americans with
Disabilities Act ("ADA"), as applicable.
Each unit will be fully equipped with the following:
1. Air conditioning(window units are not allowed,however, through-wall units are
permissible for rehabilitation)
2. Window treatments for each window
3. Termite prevention and pest control throughout the entire affordability period
4. Exterior lighting in open and common areas
5. Cable or satellite TV hook-up
6. Range/oven
7. Refrigerator
8. At least two full bathrooms in all three bedroom or larger new construction units
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EXHIBIT"B"
9. Bathtub with shower in at least one bathroom in new construction non-elderly units
The Borrower has committed to provide the following features in each unit: N
1. Ceramic tile bathroom floors N N
�7 N
2. Microwave oven (j1
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3. Marble window sills
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4. Double compartment kitchen sink
5. Dishwasher in all new construction units w ►1
H 14
6. Garbage disposal in all new construction units w W
The Borrower has committed to the following amenities in the Development:
1. Gated community with"carded"entry or security guard, or if mid-or high-rise, "carded"
secure entry to building
2. Exercise room with appropriate equipment
3. Community center or clubhouse
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4. Playground/tot lot(must be sized in proportion to Development's size and expected
tenant population with age-appropriate equipment)
5. Car care area(for car cleaningiwashing)
6. Picnic area with hard cover permanent roof of a design compatible with the
Development, open on all sides, containing at least three permanent picnic tables with
benches and an adjoining permanent outdoor grill
7. Outside recreational facility(such as shuffleboard court,putting green,tennis court, full
basketball court,volleyball court, etc.)
8. Library consisting of a minimum of 100 books and 5 current magazine subscriptions
9. Laundry facilities with full-size washers and dryers available on site
The Borrower has committed to provide the following energy conservation features for all
buildings in the Development:
1. Air conditioning with SEER rating of 11 or better
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EXHIBIT"B"
2. Electric water heater with energy factor of.91 or better
3. Wall insulation of R-13 or better for frame-built construction or wall insulation of R-7 or
better for masonry/concrete block construction
4. Attic insulation of R-30 or better (�
(�7 N
5. Single-pane windows with shading coefficient of.67 or better (�
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6. Ceiling fans in all bedrooms and living area ,..�
N
The Borrower has committed to provide the following Resident Programs:
1. Welfare to Work or Self-Sufficiency Programs: The Borrower commits to actively seek W
residents who are participating in or who have successfully completed the training H
provided by these types of programs.
2. First Time Homebuyer Seminars: Borrower or its Management Agent must arrange for
and provide, at no cost to the resident, in conjunction with local realtors or lending
institutions, semiannual on-site seminars for residents interested in becoming
homeowners.
3. Literacy Training: Borrower or its Management Agent must make available, at no cost to
the resident, literacy tutor(s)who will provide weekly literacy lessons to residents in
private space on-site.
4. Job Training: Borrower or its Management Agent must provide,at no cost to the
resident,regularly scheduled classes in keyboarding, computer literacy, secretarial skills
or other useful job skills,which will be provided at least once each quarter. If the
training is not provided on-site,transportation at no cost to the resident must be provided.
5. Health Care: At least quarterly visits by health care professionals such as nurses, doctors,
or other licensed care providers. At a minimum, the following services must be provided:
health screening,flu shots,vision and hearing tests. Regularly scheduled is defined as
not less often than once each quarter. On-site space must be provided. Service must be
provided at no cost to the residents,with the exception that the residents may be charged
for medications.
6. Resident Activities: These specified activities are planned,arranged,provided and paid
for by the Borrower or its Management Agent. These activities must be an integral part
of the management plan. The Borrower must develop and execute a comprehensive plan
of varied activities that brings the residents together and encourages community pride.
The goal here is to foster a sense of community by bringing residents together on a
regularly scheduled basis by providing activities such as holiday and special occasion
parties, community picnics,newsletters, children's special functions, etc.
{RGM/202669.0040W 1163909_11
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EXHIBIT"B"
7. Health and Nutrition Classes: At least eight hours per year,provided on site at no cost to
the residents.
� N
8. Financial Counseling: This service must be provided by the Borrower or its Management M N
Agent, at no cost to the resident, and must include the following components: must be 01 0
regularly scheduled at least once each quarter;must include tax preparation assistance by a
qualified professionals;must include educational workshops on such topics as"Learning N
to Budget", "Handling Personal Finances","Predatory Lending", or"Comparison d�
Shopping for the Consumer".
9. Resident Assistance Referral Program:The Borrower or its Management Agent will a
make available to residents information about services such as crisis intervention, r-4 w
individual and family needs assessment,problem solving and planning, appropriate
information and referral to community resources and services based on need,monitoring
of ongoing ability to retain self sufficiency,and advocacy to assist clients in securing
needed resources. This service must be provided at no cost the resident.
10. Life Safety Training: The Borrower or its Management Agent must provide courses such
as fire safety, first aid (including CPR), etc.,on-site, at least twice each year, at no cost to
the resident.
c�
jRGM/202669.0040/M 1163909_11
Final as Approved by the Board on 1019-10/2003
MONROE COUNTY
OFFICIAL RECORDS
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EXHIBIT"B"
THIS INSTRUMENT PREPARED
BY AND RETURN TO:
Rafael G.Moreno,Esq.
Adorno&Yoss,P.A. MONROE COUNTY
2601 South Bayshorc Dr.,Suite 1600 OFFICIAL RECORDS
Miami,FL 33133 FILE 11 4 4 4@ 1 7
BK# 2 0 0 5 PG# 9 6 3
RCD May 18 2004 11 . 10AM
DANNY L KOLHAGE, CLERK
ABOVE SPACE RESERVED FOR
RECORDING PURPOSES ONLY
4)
AMENDMENT TO LAND USE RESTRICTION AGREEMENT
(Meridian West Apartments/SAIL)
THIS AMENDMENT TO LAND USER TRICTION AGREEMENT (this
S
"Agreement") is made and entered into as of the day of April, 2004 by and among
MERIDIAN WEST, LTD., a Florida limited partnership, (hereinafter called the 'Borrower"),
and the FLORIDA HOUSING FINANCE CORPORATION, a public corporation and a
public body corporate and politic duly created and existing under the laws of the State of Florida
(hereinafter called "Florida Housing") (which term as used in every instance shall include Florida
Housing's successors and assigns).
RECITALS
WHEREAS, Florida Housing was created and organized pursuant to and in accordance
with the provisions of the Florida Housing Finance Corporation Act, Chapter 420, Part V, Fla.
Stat., as amended (the "Act"), for the purpose among others, of financing residential rental
housing projects that will provide decent, safe and sanitary housing for individuals or families of
very low,low,moderate or middle income in the State of Florida(the "State"); and
WHEREAS, Florida Housing has granted Borrower a loan in the original principal
amount of One Million and no/100 ($1,000,000.00) Dollars under the State Apartment Incentive
Loan Program (the "SAIL Loan") for the purpose of providing construction and permanent
financing for a 102-unit multifamily development to be known as Meridian West Apartments
(the "Development") located in Monroe County, Florida (the "County") on the real property
more particularly described on Exhibit "A" attached hereto and made a part hereof(the "Land")
to be occupied by "eligible persons," as determined by Florida Housing in accordance with the
Act, all for the public purpose of assisting persons of very low-income within the State to afford
the costs of decent, safe and sanitary housing; and
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EXHIBIT"B"
FIL6I144493, 7
BK�t20m5 PG#964
WHEREAS, as a condition to Florida Housing granting the SAIL loan, Borrower has
executed and delivered to Florida Housing that certain Land Use Restriction Agreement recorded
in Official Records Book 1962, Page 2196 of the Public Records of Monroe County, Florida; an
Assignment of Leases,Rents and Contract Rights recorded in Official Records Book 1962, Page
2243 of the Public Records of Monroe County, Florida(the"LURA").
WHEREAS, Florida Housing has agreed to loan an additional One Million and no/100
($1,000,000.00) Dollars under the State Apartment Incentive Loan Program to Borrower for the
purpose of providing additional construction and permanent financing for the Development
provided that Borrower undertakes to construct on the Land the improvements more particularly
described in Exhibit"B" attached hereto.
NOW, THEREFORE, in consideration of the mutual covenants and undertakings set
forth herein, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Florida Housing and the Borrower do hereby contract and agree as
follows:
ARTICLE I
1. The recitals set forth hereinabove are true and correct and are incorporated herein by
reference.
2. The term "Development" as used herein and in the LURA means the improvements to be
constructed on the Land, and more particularly described in Exhibit "B" attached hereto, and the
Land and all personal property and fixtures from time to time attached thereto.
3. The term"Loan" as used herein and in the LURA means the second mortgage loan in the
aggregate original principal amount of Two Million and No/100 Dollars ($2,000,000.00) from
Florida Housing as lender to the Borrower with respect to the Development made or to be made
in accordance with (a) that certain Loan Commitment Letter from Florida Housing to Borrower
dated October 14, 2003 and accepted by Borrower on October 16, 2003; and (b) that certain
Loan Commitment Letter from Florida Housing to Borrower dated March 1, 2004 and accepted
by Borrower on March 2, 2004.
4. The term"Loan Documents" as used herein and in the LURA means the Note,Mortgage,
LURA, as amended hereby, the Construction Loan Agreement dated December 15, 2003, as
modified by that certain Modification and Ratification of Loan Documents of even date
herewith; and any other instruments or documents now or hereafter evidencing, securing or
pertaining to the indebtedness evidenced by the Note.
5. The term "Mortgage" as used herein and in the LURA shall mean that certain Mortgage
Deed dated September 9, 2003 encumbering the Land as recorded in Official Records Book 1939
Page 398 of the Public Records of Monroe County, Florida, and which Mortgage Deed was: (a)
assigned to Florida Housing by that certain Assignment of Note, Mortgage and Other Loan
Documents dated as of December 15, 2003 and recorded on December 29, 2003 in Official
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EXHIBIT"B"
FILM N1 4 4 4 13 1 7
BK* 2 0 0 5 PG# 9 6 5
Records Book 1962 Page 2193 of the Public Records of Monroe County, Florida; and (b)
amended and restated by that certain Amended and Restated Mortgage and Security dated as of
December 15, 2003 and recorded on December 29, 2003 in Official Records Book 1962, Page
2215 of the Public Records of Monroe County, Florida, granting a priority mortgage lien on
(subject only to the First Mortgage) and security interest in the Land, the buildings and
equipment constituting the Development and the rents and income therefrom and securing the
obligation of the Borrower under the Construction Loan Agreement and the Note, as amended
and supplemented from time to time, together with that certain Notice and Receipt of Future
Advance Agreement of even date herewith.
6. The term "Note"as used herein and in the LURA means that certain Second Renewal and
Consolidated Promissory Note, dated as of the date hereof, in the original principal amount of
Two Million and No/100 ($2,000,000.00) with the Borrower as payor and Florida Housing as
payee thereunder, evidencing the Loan to the Borrower, as may be amended or supplemented
from time to time.
7. Section 2.2 and the Article VIII of the LURA are hereby amended to extend the term of
the LURA as follows:
"For a period of not less than fifty (50) years from the date that the first unit is occupied
or, if already occupied, from the effective date of the Second Renewal and Consolidated
Promissory Note".
8. In the event of any conflict between the provisions of this Amendment and the provisions
of the LURA, the provisions of this Amendment shall control. Otherwise, the provisions of the
LURA shall remain in full force and effect. All capitalized terms used herein and not defined
herein shall have the meaning attributed to same in the LURA.
9. This Amendment may be simultaneously executed in multiple counterparts, all of which
shall constitute one and the same instrument and each of which shall be deemed to be an original.
[COUNTERPART SIGNATURE PAGES TO FOLLOW]
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EXHIBIT B
PILO 11 4 4 4 8 1 7
BK# 2 0 0 -9 PG# 9 6 ,5
COUNTERPART SIGNATURE PAGE FOR
AMENDMENT LAND USE RESTRICTION AGREEMENT
(Meridian West Apartments/SAIL)
IN WITNESS WHEREOF, Florida Housing and the Borrower have caused this
Amendment to be executed and delivered on their behalf by their duly authorized representatives
as of the date first set forth above.
BORROWER:
7
S: MERIDIAN WEST,LTD., a Florida
limited partnership
By: Tc an t Inc.,a
Print Name: Co ' ration
1 al P
By:
Print e: G o 'o, i
(Corporate Seal)
STATE OF FLORIDA )
)SS:
COUNTY OF MIAMI-DARE)
The foregoing instrument was acknowledged before me the of April, 2004, by
Lloyd J. Boggio, as President of TCG Meridian West, Inc., a Florida corporation, the sole
General Partner of Meridian West, Ltd., a Florida limited partnership, on behalf of the
corporation and as an act of said partnership. He is pers ly wn to me or has produced
as identification.
Name:
Notary Public,State of Florida
Commission No.:
My Commission Expires:
��1er Pabide K.Gran
Y 31 My CpVd5&iCn DD216676
ExomM"28,2007
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EXHIBIT B
PILE t 1 4 4 4 A 1 7
BK#2005 PG# 967
COUNTERPART SIGNATURE PAGE FOR
AMENDMENT TO LAND USE RESTRICTION AGREEMENT
(Meridian West Apartments/SAIL)
IN WITNESS WHEREOF, Florida Housing and the Borrower have caused this
Amendment to be executed and delivered on their behalf by their duly authorized representatives
as of the date first set forth above.
FLORIDA HOUSING FINANCE
WITNESSES: CORPORATION
By:
Print Name:V Wt.% Print N e:
DI! 1W
Title:
H/
Print Name:
Address: 227 N. Bronough Street, Suite 5000
Tallahassee,Florida 32301-1329
c�
[CORPORATE SEAL]
STATE OF FLORIDA)
COUNTY OF LEON)
The foregoing instrument was acknowledged before me this 2&day of April, 2004
by P.n p �ikkr%,P, as of the FLORIDA HOUSING FINANCE
CORPORATION, a public corpora ion and a public body corporate and politic duly created and
existing under the laws of the State of Florida, on behalf of Florida Housing. $lie is personally
known to me or has produced a valid driver's license as identification.
Notary Public; State of Florida
VCKI NON Print Name: ( A nnon
NoWy FUW•stare of F��,i�.t� My Commission Expires:f Qt
C0M"m"b0wS'4•2M- My Commission No.:
commmor►#W234073
Ia+d�df N*kNVA "
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EXHIBIT"B"
EXHIBIT"A"
FILB 11 4 4 P� 9 5 8
17
BX* 2005
LEGAL DESCRIPTION
Exhibit "A" Parcel 3, of DOG TRACK PARCELS CONDOMINIUM, according to the
Declaration of Condominium thereof,recorded in Official Records Book 1895, Page 2039,of the
Public Records of Monroe County,Florida.
FORMERLY DESCRIBED AS:
A portion of Lots 6, 7, 8, 9, 10, 11, 12 and 13, all as originally platted, and adjacent filled
baybottom,Block 57, "All of Lots 1, 2, 3, 5, 6, Section 35; Lot 2, Section 36; Lot 3, Section 26,
Lot 2, Section 34, Stock Island, Township 67 South,Range 25 East", as recorded in Plat Book 1,
at Page 55, of the Public Records of Monroe County, Florida and being more particularly
described as follows:
Commence at the Northwest corner of said Block 57, being the intersection of the Easterly
Right-of-Way Line of Fifth Street and the Southerly Right-of-Way Line of Fifth Avenue; thence
South 83°56'00" East along the said Southerly Right-of-Way Line of Fifth Avenue for 905.50
feet to the Point of Beginning;thence continue along the said Southerly right of way line of Fifth
Avenue for a distance of 110.50 feet, thence South 06°04'00" West for a distance of 213.00 feet;
thence South 83°56'00" East for a distance of 108.50 feet; thence South 06°04'00" West for a
distance of 35.00 feet; thence South 83°56'00" East for a distance of 75.50 feet; thence South
06°04'00" West for a distance of 452.00 feet; thence North 83°56'00" West for a distance of
700.00 feet to the easterly right of way line of Shrimp Road; thence North 06°04'00" East and
along the said easterly line of Shrimp Road for a distance of 559.00 feet;thence South 83°56'00"
East for a distance of 405.50 feet; thence North 06004'00" East for a distance of 141.00 feet to
the said Southerly right of way line of Fifth Avenue and the Point of Beginning.
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EXHIBIT"B"
FILE 1� 144. 483- 1
' 1�It1k2005 PGIS6 4
EXHIBIT"B"
Meridian West Apartments(2002-057CS)(2003-097S)
Monroe County
Description of Features and Amenities
A. The Development will consist of 102 garden apartment units located in 9 residential
buildings.
Unit Mix: 17 One Bedroom / one bath units containing a minimum of 600
square feet of heated and cooled living area
68 Two bedroom / one bath units containing a minimum of 817
square feet of heated and cooled living area
17 Three bedroom / two bath units containing a minimum of 1,034
square feet of heated and cooled living area
102 Total units
The Development is to be constructed in accordance with the final plans and
specifications approved by the appropriate city or county building or planning department
or equivalent agency, and approved as reflected in the Pre-Construction Analysis
prepared for Florida Housing or its Servicer, unless a change order has been approved in
writing by Florida Housing or its Servicer. The Development will conform to
requirements of local, state and federal laws, rules, regulations, ordinances, orders and
codes, Federal Fair Housing Act and Americans with Disabilities Act ("ADA"), as
applicable.
B. Each unit will be fully equipped with the following:
1. Air conditioning(window units are not allowed,however,through-wall units are
permissible for rehabilitation)
2. Window treatments for each window
3. Termite prevention and pest control throughout the entire affordability period
4. Cable or satellite TV hook-up
5. Range and oven
6. Refrigerator
7. At least two full bathrooms in all three bedroom or larger new construction units
Page 1 of 4
Revised 3/17/2004
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EXHIBIT"B"
FUR t1444e 1 7
BK#2 0 0 5 PG# 9 7 0
EXHIBIT"B"
Meridian West Apartments(2002-057CS)(2003-097S)
Monroe County
Description of Features and Amenities
8. Bathtub with shower in at least one bathroom in at least 90%of the new construction
non-elderly units
C. The Borrower has committed to provide the following features in each unit:
1. Ceramic tile bathroom floors
2. Microwave oven
3. Marble window sills
4. Dishwasher in all new construction units
5. Garbage disposal in all new construction units
6. Double compartment kitchen sink
D. The Borrower has committed to the following amenities in the Development:
1. Gated community with"carded"entry or security guard,or if mid-or high-rise,"carded"
secure entry to building
2. Exercise room with appropriate equipment
3. Community center or clubhouse
4. Playground/tot lot, accessible to children with disabilities(must be sized in proportion to
Development's size and expected resident population with age-appropriate equipment
including equipment accessible to children with disabilities)
5. Car care area(for cleaning/washing)
6. Picnic area with hard cover permanent roof of a design compatible with the
Development,open on all sides, containing at least three permanent picnic tables with
benches and an adjoining permanent outdoor grill
7. Outside recreation facility(such as shuffleboard court,putting green,tennis court, full
basketball court,volleyball court,etc.)
Page 2 of 4
Revised 3/17/2004
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EXHIBIT"B"
VILE # 1 4 4 4 E3 1 7
BK# 2005 PG#971
EXHIBIT`B"
Meridian West Apartments(2002-057CS)(2003-097S)
Monroe County
Description of Features and Amenities
8. Library consisting of a minimum of 100 books and 5 current magazine subscriptions
9. Laundry facilities with full-size washers and dryers available in at least one common area
on site
10. Exterior lighting in open and common areas
E. The to provide the following energy conservation features for all buildings in the
Development:
1. Air conditioning with SEER rating of 11 or better
2. Gas water heater with energy factor of.58 or better or electric water heater with Energy
factor of.91 or better
3. Wall insulation of R-13 or better for frame-built construction or wall insulation of R-7 or
better for masonry/concrete block construction
4. Attic insulation of R-30 or better
c�
5. Single-pane windows with shading coefficient of.67 or better
6. Ceiling fans in all bedrooms and living area
F. The Borrower has committed to provide the following Resident Programs:
1. Welfare to Work or Self-Sufficiency Programs:The Borrower commits to actively seek
residents who are participating in or who have successfully completed the training
provided by these types of programs.
2. First Time Homebuyer Seminars: Borrower or its Management Agent must arrange for
and provide,at no cost to the resident,in conjunction with local realtors or lending
institutions, semiannual on-site seminars for residents interested in becoming
homeowners.
3. Literacy Training: Borrower or its Management Agent must make available,at no cost to
the resident, literacy tutor(s)who will provide weekly literacy lessons to residents in
private space on-site.
Page 3 of 4
Revised 3/17/2004
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EXHIBIT"B"
PUB #144481 7
8K#2 0 @ 5 PG#9 7 2
EXHIBIT"B"
Meridian West Apartments(2002-057CS)(2003-097S)
Monroe County
Description of Features and Amenities
4. Job Training: Borrower or its Management Agent must provide, at no cost to the
resident,regularly scheduled classes in keyboarding,computer literacy, secretarial skills
or other useful job skills,which will be provided at least once each quarter. If the
training is not provided on-site,transportation at no cost to the resident must be provided.
5. Health Care: At least quarterly visits by health care professionals such as nurses,doctors,
or other licensed care providers. At a minimum,the following services must be provided:
health screening, flu shots,vision and hearing tests. Regularly scheduled is defined as
not less often than once each quarter. On-site space must be provided. Service must be
provided at no cost to the residents,with the exception that the residents may be charged
for medications.
6. Resident Activities: These specified activities are planned,arranged,provided and paid
for by the Borrower or its Management Agent. These activities must be an integral part
of the management plan. The Borrower must develop and execute a comprehensive plan
of varied activities that brings the residents together and encourages community pride.
The goal here is to foster a sense of community by bringing residents together on a
regularly scheduled basis by providing activities such as holiday and special occasion
parties, community picnics,newsletters,children's special functions,etc.
7. Health and Nutrition Classes: At least eight hours per year,provided on site at no cost to
the residents.
8. Financial Counseling: This service must be provided by the Borrower or its Management
Agent,at no cost to the resident, and must include the following components:must be
regularly scheduled at least once each quarter;must include tax preparation assistance by
qualified professionals;must include educational workshops on such topics as"Learning
to Budget","Handling Personal Finances","Predatory Lending",or"Comparison
Shopping for the Consumer".
9. Resident Assistance Referral Program: The Borrower or its Management Agent will
make available to residents information about services such as crisis intervention,
individual and family needs assessment,problem solving and planning,appropriate
information and referral to community resources and services based on need,monitoring
of ongoing ability to retain self sufficiency, and advocacy to assist clients in securing
needed resources. This service must be provided at no cost the resident.
10.Life Safety Training: The Borrower or its Management Agent must provide courses such
as fire safety, first aid(including CPR),etc.,on-site, at least twice each year,at no cost to
the resident.
Page 4 Of 4
Revised 3/17/2004
R08 c0i3NTY
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EXHIBIT "B"
THIS INSTRUMENT PREPARED
BY AND RETURN TO: 2;501`1
Deco 1521525 ftecords Of
necordedin off'07111/20105 o"I
Filed & DANNY L. KOLHAGE
Rafael G. Moreno,Esq. MONROFE COUNTY
Adorno&Yoss, LLP.
2525 Ponce de Leon Blvd.,Suite 400 Deco 2527525
Miami,FL 33134 6k# 2131 P9# 378
ABOVE SPACE RESERVED FOR
RECORDING PURPOSES ONLY
SECOND AMENDMENT TO LAND USE RESTRICTION AGREEMENT
(Meridian West Apartments/SAIL)
THIS SECOND AMENDMENT TO LAND USE RESTRICTION AGREEMENT
(this "Agreement") is made and entered into as of thelz��rday of March, 2005 by and among
MERIDIAN WEST, LTD., a Florida limited partnership, (hereinafter called the "Borrower"),
E
and the FLORIDA HOUSING FINANCE CORPORATION, a public corporation and a
public body corporate and politic duly created and existing under the laws of the State of Florida
(hereinafter called "Florida Housing")(which term as used in every instance shall include Florida <
Housing's successors and assigns).
RECITALS
WHEREAS, Florida Housing was created and organized pursuant to and in accordance
with the provisions of the Florida Housing Finance Corporation Act, Chapter 420, Part V, Fla.
Stat., as amended (the "Act"), for the purpose among others, of financing residential rental
housing projects that will provide decent, safe and sanitary housing for individuals or families of
very low, low, moderate or middle income in the State of Florida(the "State");and
WHEREAS, Florida Housing has granted Borrower loans in the aggregate original
principal amount ofTwo Million and no/100 ($2,000,000.00) Dollars under the State Apartment
Incentive Loan Program (collectively, the "SAIL Loan"); for the purpose of providing
construction and permanent financing for a 102-unit multifamily development to be known as
Meridian West Apartments (the "Development") located in Monroe County, Florida (the
"'County") on the real property more particularly described on Exhibit "A" attached hercto and
made a part hereof(the "Land") to be occupied by "eligible persons," as determined by Florida
Housing in accordance with the Act, all for the public purpose of assisting persons of very low-
income within the State to afford the costs of decent,safe and sanitary housing, and
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EXHIBIT "B"
,DOC?A 152�752'5
Bita 2131 Pg" 3'19
WHEREAS, as a condition to Florida Housing granting the SAIL loan, Borrower has
executed and delivered to Florida Housing that certain Land Use Restriction Agreement recorded
in Official Records Book 1962, Page 2196 of the Public Records of Monroe County, Florida, as
amended by that certain Amendment Land Use Restriction Agreement recorded in Official
Records Book 2005,Page 963 of the Public Records of Monroe County,Florida(the"LURA).
WHEREAS, Borrower has requested that description of certain amenities in the
Development set forth in Exhibit"B"to the LURA be amended and Florida Housing has agreed
such modification.
NOW, THEREFORE, in consideration of the mutual covenants and undertakings set
forth herein, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Florida (lousing and the Borrower do hereby contract and agree as
follows:
ARTICLE I
I The recitals set forth hereinabove are true and correct and are incorporated herein by
reference.
2. Item D(4) of Exhibit"B"to,the LURA is hereby amended to read as follows:
"Playground/tot lot,accessible to children with disabilities(must be sized in
E
proportion to Development's size and expected resident population with age-
appropriate equipment)".
3. In the event of any conflict between the provisions of this Amendment and the provisions
of the LURA, the provisions of this Amendment shall control. Otherwise, the provisions of the
LURA shall remain in full force and effect. All capitalized terms used herein and not defined
herein shall have the meaning attributed to same in the LURA.
4. This Amendment may be simultaneously executed in multiple counterparts, all of which
shall constitute one and the same instrument and each of which shall be deemed to be an original.
[COUNTERPART SIGNATURE PAGES TO FOLLOW1
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EXHIBIT"B"
Doca 1527525
BkN 2131 Pq# 380
COUNTERPART SIGNATURE PACE FOR
SECOND AMENDMENT LAND USE REs'rRICTION AGREEMENT
(Meridian West Apartments/SAIL)
IN WITNESS WHEREOF, Florida Housing and the Borrower have caused this
Amendment to be executed and delivered on their behalf by their duly authorized representatives
as of the date first set forth above.
BORROWER:
WITNESSES: MERIDIAN WEST,LTD,, a Florida
limited partnership
By: TCG 'dian West,Inc., a
l-'Print Name: 70 9 0Co r *on
e rat artner
By:
Print Name: re Llo i nV
E
ca
(Corporate Seal)
STATE OF FLORIDA
SS:
COUNTY OF MIAMI-DARE)
The foregoing instrument was acknowledged before me the -3-1 of Ua;cA, 2005, by
Lloyd J. Boggio, as President of TCG Meridian West, Inc., a Florida corporation, the sole
General Partner of Meridian West, Ltd., a Florida limit*4arnership, oil behalf of the
corporation and as all act of said partnership. He i<p:e:rsonally kno who me or has produced
as identification.
KorAn C Sw-,q'er Notary Public, State of Florida
air, a Commission No.: V0 Q>utS3
u,3 My Commission Expires-
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EXHIBIT"B"
Doe# 1527525
ekp 2131 Pg# 381
COUNTERPART SIGNATURE PAGE FOR
AMENDMENT TO LAND USE RE,STRICTION AGREEMENT
(Meridian West Apartments/SAIL)
IN WITNESS WHEREOF, Florida Housing and the Borrower have caused this
Amendment to be executed and delivered on their behalf by their duly authorized representatives
as of the date first set forth above.
FLORIDA HOUSING FINANCE
WITNESSES- CORPORATION RPO�ATION
By:
Pi t�Vame,: Print Nat<'
Title:
Prinome:
Address: 227 N. Bronough Street, Suite 5000
Tallahassee, Florida 32301-132cm
E
[CORPORATE SEAL]
STATE OF FLORIDA)
COUNTY OF I,EON )
The foregoing instrument was acknowledged before me this�day of Mm4h-, 2005
b as T)e(),,,,b ,I)W, 0 1 FINANCE fjT&�of the FLORIDA FIOUSINC
CORPORATU�, a pubi`ic corpo&tion And a public body corporate and politic duly created and
existing under the laws of the State of Florida, on behalf of Florida Housing. me�is personally
known to me or has produced a valid driver's license as identification.
Q N J"n Sdrnonser, N"ar Public; State of Florida
MYCOMMISSON# DD177690 EXPipES
Print Name:
)anvai I�200 7 ry
THOU TkOy FAIN IKSUVAWr1F,N( My Commission Expires:
My Commission No.:
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EXHIBIT "B"
0004 1527525
EXHIBIT"A" Bk# 2131 P90 382
LEGAL DESCRIPTION
Exhibit "A" Parcel 3, of DOiG TRACK PARCELS CONT)OMINIUM, according to the
Declaration of Condominium thereof,recorded in Official Records Book 1895,Page 2039,of the
Public Records of Monroe County, Florida.
FORMERLY DESCRIBED AS-
A portion of Lots 6, 7, 8, 9, 10, 11, 12 and 13, all as originally platted, and adjacent filled
baybottom, Block 57, "'All of Lots 1, 2, 3, 5, 6, Section 35; Lot 2, Section 36; Lot 3, Section 26,
Lot 2, Section 34, Stock Island, Township 67 South, Range 25 East", as recorded in Plat Book 1,
at Page 55, of the Public Records of Monroe County, Florida and being more particularly
described as follows:
Commence at the Northwest comer of said Block 57, being the intersection of the Easterly
Right-of-Way Line of Fifth Street and the Southerly Right-of-Way Line of Fifth Avenue; thence
South 83'56'00" East along the said Southerly Right-of-Way Line of Fifth Avenue for 905.50
feet to the Point of Beginning; thence continue along the said Southerly fight of way line of Fifth
Avenue for a distance of 1 ]0.50 feet, thence South 06'04'00" West for a distance of 213,00 feet; E
thence South 83050'00" East for a distance of 108.50 feet;
thence South 06'04'00" West for a
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distance of 35.00 feet; thence South 83'56'00" East for a distance of 75.50 feet; thence South
06'04'00" West for a distance of 452.00 feet; thence North 83'56'00" West for a distance of
700-00 feet to the easterly right of way line of Shrimp Road; thence North 06'04'00" East and
along the said easterly line of Shrimp Road for a distance of 559.00 feet; thence South 83'56'00"
East for a distance of 405.50 feet; thence North 06'04'00" East for a distance of 141.00 feet to
the said Southerly right of way line of Fifth Avenue and the Point of Beginning.
MONROE COUNTY
OFFICIRL RECORDS
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G.17.a
Exhibit C
Extended Low-Income Housing Agreement
BK#2028 PG#1170
c�
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EXHIBIT"C"
FHFC#2002-057CS
MONROE COUNTY
OFFICIAL RECORDS
FILE #1459243
BK#2028 PG#11 -70
RCD Jul 26 2004 09:16AM
DANNY L KOLHAGE, CLERK
EXTENDED LOW-INCOME HOUSING AGREEMENT
THIS EXTENDED LOW-INCOME HOUSING AGREEMENT(this "Agreement")is
made and entered into by the FLORIDA HOUSING FINANCE CORPORATION(the
"Corporation"),a public corporation,the successor in interest to the Florida Housing Finance
Agency,and MERIDIAN WEST,LTD., a Florida limited partnership (the "Owner").
PREAMBLE
WHEREAS,the Corporation has been created and organized pursuant to and in
accordance with the provisions of the Florida Housing Finance Corporation Act, Sections
420.501-420.516,Florida Statutes, as amended(the "Act"),and pursuant to Section 420.5099 of
said Act,the Corporation is the housing credit agency for the State of Florida(the "State")
specifically authorized by statute to allocate low-income housing credit dollar amounts("Tax
Credits")under Section 42 of the Internal Revenue Code of 1986, as amended(the "Code");and
WHEREAS,the Corporation has agreed,under certain conditions,to allocate Tax
Credits to the Owner in connection with the construction of a multi-family residential rental
housing development(the "Development"),known as Meridian West Apartments, located within
Monroe County, Florida(the "County"),the legal description for which is set forth in Exhibit
"A" hereto,to be occupied partially(at least forty percent(40%)by individuals whose income is
sixty percent(60%)or less of area median gross income),within the meaning of Section 42(g)of
the Code;and
1
THIS INSTRUMENT PREPARED BY.•
Marni R.Finberg
FLORIDA HOUSING FINANCE CORPORATION
227 North Bronough Street,Suite 5000
Tallahassee,Florida 32301-1329
RECORD&RETURN TO.
Wellington Meffert
FLORIDA HOUSING FINANCE CORPORATION
227 North Bronough Street,Suite 5000
Tallahassee,Florida 32301-1329
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EXHIBIT"C"
FILE #1 4 5 PG#3-1 '7 3-
By
#2028
WHEREAS,The Owner has made a knowing,voluntary and intelligent election to waive for 35
additional years following the last day of the Compliance Period any prerogative it would have to
collect rents on the Low and Very-Low-Income Units at rates determined by the rental market
except as provided herein in accordance with the requirements pursuant to the Code in return for
2002 Tax Credits and as attested and sworn to in the Carryover Allocation Agreement dated
December 19, 2002; and
WHEREAS, Section 42 of the Code provides that no Tax Credits shall be allowed with
respect to any building unless an extended low-income housing commitment is in effect for such
building at the end of such taxable year; and
WHEREAS,in order to assure Owner compliance with the provisions of,and to
evidence the Owner's extended low-income housing commitment as required by, Section 42 of
the Code,the Corporation and the Owner have determined to enter into this Agreement in which
they set forth certain terms and conditions relating to the Owner's operation of the Development;
NOW,THEREFORE,in consideration of the mutual covenants and undertakings set
forth herein,and other good and valuable consideration,the receipt and sufficiency of which is
hereby acknowledged,the Corporation and the Owner do hereby contract and agree as follows:
AGREEMENT
c�
Section 1. Definitions and Interpretation.
(a) Unless otherwise expressly provided herein or unless the context clearly requires
otherwise,the following terms shall have the respective meanings set forth below for all purposes
of this Agreement.
"Act" shall mean the Florida Housing Finance Corporation Act,Chapter 420,Part V,
Florida Statutes(1997)as now and hereafter amended.
"Code" shall mean the Internal Revenue Code of 1986,as amended, and any successor
statute as it applies to the Tax Credits described herein,together with all applicable final,
temporary or proposed Treasury Regulations and Revenue Rulings thereunder. Reference in this
Agreement to any specific provision of the Code shall be deemed to include any applicable
successor provision of such provision of the Code that may apply to the Tax Credits described
herein.
"Com fiance Period" shall mean,with respect to any building that is included in the
Development,a period of fifteen(15)years beginning on the first day of the first taxable year of
the Credit Period with respect thereto.
"Corporation" shall mean the FLORIDA HOUSING FINANCE CORPORATION,a
public corporation,the successor in interest to the Florida Housing Finance Agency,and any
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EXHIBIT"C"
FILE #IL459243
BK#2028 PG#11 7 2
agency or other entity of the State of Florida that shall hereafter succeed to the powers,duties and
functions of the Corporation.
"County" shall mean Monroe County,Florida.
"Credit Period" shall mean,with respect to any building that is included in the
Development,the period of ten(10)years beginning with(x)the taxable year in which the
building is placed in service,or(y)at the election of the Owner,the succeeding taxable year.
"Extended Low-Income Housine Agreement" or"Agreement" shall mean this
Extended Low-Income Housing Agreement,as amended or supplemented from time to time.
"Extended Use Period" shall mean,with respect to any building that is included in the
Development,the period that begins on the first day of the Compliance Period in which such
building is part of the Development and ends on the later of: (i)thirty(30)years after the
issuance of the final tax credit allocation with respect to such building(which date is the date
specified by the Corporation as provided in Section 42(h)(6)(D)(ii)(I)of the Code), or(ii)that
number of years after the last day of the Compliance Period for which the Owner shall have set
aside a specified number of units in the Development for Low-income tenants. Notwithstanding
anything to the contrary elsewhere in this Agreement,if the Owner has set aside one or more
units in the Development for Low-Income Tenants in perpetuity,i.e., Fifty(50)years,the
Extended Use Period shall continue in perpetuity, i.e., fifty(50)years.
"Gross Rent" shall mean any amount paid by a tenant in connection with the occupancy
of a Residential Rental Unit,plus the cost of any services that are required to be paid by a tenant
as a condition for occupancy,plus the cost of any utilities,other than telephone,for such unit. If
any utilities(other than telephone)are paid directly by the tenant, "gross rent," also includes a
utility allowance determined as set forth in this paragraph. "Gross Rent"does not include any
payment under Section 8 of the United States Housing Act of 1937 or any comparable rental
assistance program with respect to such Residential Rental Unit or to the occupants thereof,or
any fee for supportive service that is paid to the owner of the unit on the basis of the low income
status of the tenant of such Residential Rental Unit by any governmental program of assistance or
by any tax-exempt organization if such program or organization provides assistance for rent and
the amount of assistance provided for rent is not separable from the amount of assistance
provided for supportive services within the meaning of Section 42(g)(2)(B)of the Code. For
purposes of the foregoing,the allowable utility allowance is: (i)the United States Department of
Housing and Urban Development("HUD")utility allowances(except as provided in clause(iv)
hereof)in the case of a building whose rents and utility allowances are reviewed by HUD on an
annual basis;(ii)the applicable Public Housing Authority("FHA")utility allowances established
for the Section 8 Existing Housing Program(except as provided in clause (iv)hereof) in the case
of a building occupied by one or more tenants receiving HUD rental assistance payments("HUD
Tenant Assistance"); (iii)in the case of a building for which there is neither HUD Tenant
Assistance,nor an applicable HUD or RD utility allowance,the applicable PHA utility
allowance;however,utility allowances based on estimates from local utility providers certifying
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EXHIBIT"C"
�`ILB #3- 459243 3
BK#2 m 213 pG# 7
1
the estimated costs of all covered utilities for units of comparable size and construction in the
county where the building is located,determined in accordance with Internal Revenue Service
Notice 89-6,may be obtained,in which case those estimates shall apply to all units of similar
size and construction in the building; or(iv)the applicable RD utility allowance in the case of
any Rent-Restricted Unit in a building where either the building receives RD housing assistance
(including a building that is HUD-regulated)or any tenant receives RD housing assistance
(including any Low-Income Tenant receiving HUD Tenant Assistance who resides in a building
where the building or any other tenant receives RD housing assistance).
"Low-Income Tenants" shall mean individuals whose income is sixty percent(60%)or
less of area median gross income(adjusted for family size)within the meaning of Section
42(g)(1)of the Code,as the same may be amended from time to time(but only to the extent such
amendments apply to the Development). In no event,however, shall occupants of a unit be
considered to be of low income if all the occupants are students(as defined in Section 151(c)(4)
of the Code,but excluding from such definition the following: (x) single parents who are
students with all children also being students and the household receives AFDC payments,(y) if
the students are enrolled in certain federal, state or local job training programs and are considered
lower income,or(z)for developments receiving credit allocations after June 30, 1992, a housing
unit occupied exclusively by full-time students may qualify as lower income if the students are a
single parent and his/her minor children and none of the tenants are a dependent of a third party.)
"Low-Income Unit" shall mean any unit in a building if. (i)the unit is a Rent-Restricted
Unit satisfying the requirements of Section 2 hereof, and(ii)the individuals occupying the unit
are Low-Income Tenants(or the unit is held available for rental to Low-Income Tenants if
previously rented to and occupied by Low-Income Tenants)as set forth in Section 3(a)hereof.
"Monitoring Agent" shall mean any monitoring agent appointed by the Corporation.
"Non-Profit" shall mean a qualified non-profit entity as defined in Rule Chapter 67-48,
F.A.C.
"Owner" shall mean MERIDIAN WEST,LTD., a Florida limited partnership and its
successors and assigns as permitted under Section 4 of this Agreement.
"Related Person"to a person shall mean a relationship such that the "related person"
bears a relationship to such person specified in Section 267(b)or Section 707(b)(1)of the Code,
or the related person and such person are engaged in trades or businesses under common control
within the meaning of Section 52(a)-(b)of the Code,except that for purposes hereof,the phrase
"10 percent" shall be substituted for the phrase "50 percent" in applying Section 267(b)and
Section 707(b)(1).
"Rent-Restricted Unit" shall mean a Residential Rental Unit where the Gross Rent with
respect to such unit does not exceed thirty percent(30%)of the imputed income limitation
applicable to such unit(or such higher limitation as provided by Section 42(g)(2)(E)of the
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EXHIBIT"C"
FILE #3459Z43
BK#2028 PG#11 "74
Code). For purposes of the foregoing,the imputed income limitation applicable to a Residential
Rental Unit is the income limitation set forth for Low-Income or Very Low-Income Tenants
occupying the unit if the number of individuals occupying the unit are(x)one(1)individual,in
the case of a unit that does not have a separate bedroom,and(y)one and one-half(1.5)
individuals for each separate bedroom,in the case of a unit that has one or more separate
bedrooms.
"Residential Rental Units" shall mean dwelling units made available for rental,and not
ownership,by Low-Income Tenants and members of the general public,each of which units shall
contain complete living facilities that are to be used other than on a transient basis together with
facilities that are functionally related or subordinate to the living facilities. The units shall at all
times be constructed and maintained in substantial accordance with the applicable building code
standards of the County. For purposes of the foregoing,a unit that contains sleeping
accommodations and kitchen and bathroom facilities and that is located in a building used
exclusively to facilitate the transition of homeless individuals to independent living and in which
a governmental entity or qualified nonprofit organization provides such individuals with
temporary housing and supportive services designed to assist such individuals in locating and
retaining permanent housing shall not be deemed to be a unit occupied on a transient basis within
the meaning hereof.
"Ver Low-Income Tenants" shall mean,with respect to the Owner's satisfying its
commitments set forth in its Low-Income Housing Tax Credit Application to the Corporation,
individuals whose income is forty percent(40%)or less of area median gross income(adjusted
for family size)as determined in a manner consistent with Section 42(g)(1)of the Code,as the
same may be amended from time to time(but only to the extent such amendments apply to the
Development). In no event,however, shall occupants of a unit be considered to be of low
income if all the occupants are students(as defined in Section 151(c)(4)of the Code,but
excluding from such definition the following: (x)single parents who are students with all
children also being students and the household receives AFDC payments, (y)if the students are
enrolled in certain federal,state or local job training programs and are considered lower income,
or(z)for developments receiving credit allocations after June 30, 1992, a housing unit occupied
exclusively by full-time students may qualify as lower income if the students are a single parent
and his/her minor children and none of the tenants are a dependent of a third party.)
(b) All capitalized words and terms herein which are not otherwise defined herein shall
have the same meanings ascribed to them in Section 42 of the Code or in Treasury Regulations
thereunder.
(c) The terms and phrases used in the Recitals of this Agreement have been included for
convenience of reference only, in the meaning,construction and interpretation of all such terms
and phrases shall be determined by reference to this Section 1. The titles and headings in this
Agreement have been inserted for convenience of reference only and shall be deemed to modify
and restrict any other provisions of this Agreement.
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EXHIBIT"C"
FILE #3- 4592- 43
BK#2028 PG#117 5
(d) Unless the context clearly requires otherwise,words of masculine,feminine or neuter
gender, as the case may be, shall be construed as including the other genders,and words of the
singular number shall be construed to include the plural number,and vice versa. This Agreement
and all of the terns and provisions hereof shall be construed to effectuate the purposes set forth
in this Agreement and to sustain the validity hereof.
Section 2. Qualified Low-Income Housing Development. The Corporation and the
Owner hereby declare their understanding and intent that,during the Extended Use Period,the
Development is to be owned,managed,and operated as a qualified low-income housing
development as such phrase is defined in Section 42(g)of the Code. To that end,the Owner
hereby represents,covenants and agrees as follows:
(a) That the Development is being constructed for purposes of providing a qualified
low-income housing development, and the Owner shall own,manage and operate the
Development as a qualified low-income housing development all in accordance with Section 42
of the Code; and
(b) That all of the Residential Rental Units in the Development shall be similarly
constructed and each such unit shall contain complete facilities for living, sleeping,eating,
cooking and sanitation for at least a single individual or a family;provided, however, that a unit
that contains sleeping accommodations and kitchen and bathroom facilities and that is located in
a building used exclusively to facilitate the transition of homeless individuals to independent
living and in which a governmental entity or a qualified nonprofit organization provides such
individuals with temporary housing and supportive services designed to assist such individuals in
locating and retaining permanent housing shall not be deemed to be a unit occupied on a transient
basis within the meaning of this Section 2(b); and
(c) That, during the Extended Use Period,none of the Residential Rental Units in the
Development shall at any time be utilized on a transient basis;except as provided in this Section
2(c),none of the Residential Rental Units in the Development shall ever be leased or rented for
an initial period of less than one hundred eighty(180)days; and neither the Development nor any
portion thereof shall ever be used as a hotel,motel,dormitory, fraternity house,sorority house,
rooming house,hospital,sanitarium,nursing home,rest home,trailer court or trailer park, or
health club or recreational facility(other than recreational facilities that are available only to
tenants and their guests without charge for their use and that are customarily found in
multi-family rental housing developments);provided, however, that a single-room occupancy
unit shall not be treated as used on a transient basis merely because it is rented on a
month-to-month basis;and provided,further, that a unit that contains sleeping accommodations
and kitchen and bathroom facilities and that is located in a building used exclusively to facilitate
the transition of homeless individuals to independent living and in which a governmental entity
or a qualified nonprofit organization provides such individuals with temporary housing and
supportive services designed to assist such individuals in locating and retaining permanent
housing shall not be deemed to be a unit occupied on a transient basis within the meaning of this
Section 2(c); and
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EXHIBIT"C"
FILE #1459243
BK# 2028 pG#11. 76
(d)That,during the Extended Use Period,the Residential Rental Units in the
Development shall be leased and rented,or made available for rental on a continuous basis,to
members of the general public; and the Owner shall not give preference in renting Residential
Rental Units in the Development to any particular class or group of persons,other than
Low-Income Tenants or Very Low-Income Tenants as provided in this Agreement;and
(e) That the Development shall consist of one(1)or more discrete edifices or other
man-made construction,each consisting of an independent foundation, outer walls and roof,and
containing four(4)or more Residential Rental Units and functionally-related facilities,all of
which shall be: (x)owned by the same person for federal tax purposes; (y)located on a common
tract of land or two(2)or more contiguous tracts of land;provided, however, that separate tracts
of land that are separated only by a road, street, stream or similar property shall for purposes
hereof be deemed to be contiguous; and(z)financed pursuant to a common plan of financing,
and shall provide,at a minimum,the features, amenities and programs described in Exhibit"B."
(f) That,during the Extended Use Period,the Development shall not include a unit in a
building where all Residential Rental Units in such building are not also included in the
Development; and
(g) That,during the Compliance Period,the Owner shall not convert the Development to
condominium ownership; and
(h) That,during the Compliance Period,no part of the Development shall at any time be
owned or used by a cooperative housing corporation; and
(i) That,during the Extended Use Period,no unit in the Development shall be occupied
by the Owner or a Related Person to the Owner at any time (x)unless such person resides in a
unit in a building or structure which contains at least five(5)Residential Rental Units,or(y)
except as provided in Section 42(i)(3)(E)of the Code;and
0) That,during the Extended Use Period,Owner shall not refuse to lease a unit to a
holder of a voucher or certificate of eligibility under Section 8 of the United States Housing Act
of 1937 because of the status of the prospective tenant as such a holder.
(k) That the Owner shall not discriminate on the basis of age,race,creed,religion,color,
sex,marital status, family status,handicap or national origin in the lease,use or occupancy of the
Development or in connection with the employment or application for employment of persons
for the operation and management of the Development;provided, however, that nothing herein
shall be deemed to preclude the Owner from discrimination based on income in renting
Residential Rental Units set aside for Low-income Tenants or for Very Low-Income Tenants in
compliance with the requirements of the Code;and
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EXHIBIT"C"
FILE #3- 459243
BK#202E3 PG#117 -7
(1) That the Owner shall submit the certificate with respect to the first year of the Credit
Period and such annual reports to the Secretary of the Treasury as required by Sections 42(1)(1)
and(1)(2)of the Code and deliver a copy thereof to the Corporation and to the Monitoring Agent,
and shall submit such information to the Corporation as the Corporation may request in order for
the Corporation to comply with Section 42(1)(3)of the Code and for the Corporation to monitor
the Owner's compliance with Section 42 of the Code,the Corporation's rules and regulations
codified at Florida Administrative Code,Chapter 67-48, and the provisions of the Agreement;
and
(m) That,during the Extended Use Period,the Owner shall comply with the following
commitments that were the basis of the Corporation's competitive scoring and ranking of the
Owner's application for Tax Credits in satisfaction of the Corporation's responsibilities under
Section 42(m)of the Code, and as required by the Corporation's rules and regulations
implementing such responsibilities,Florida Administrative Code,Rule 67-48:
(i) Notwithstanding Section 3(a)below to the contrary,commencing with the
issuance of the first certificate of occupancy for any building included in
the Development, at least forty percent(40%)of the occupied and
completed Residential Rental Units included in the Development shall be
occupied by and rented to Low-and Very Low-Income Tenants or held
available for rental to Low-and Very Low-Income Tenants.
c�
(ii) In addition to the requirements set forth in Section 2(m)(i)above and in
Section 3(a)below, commencing with the issuance of the first certificate
of occupancy for any building included in the Development, at least fifteen
point six nine percent(15.64%)of the occupied and completed Residential
Rental Units included in the Development shall be occupied by and rented
to persons with incomes which do not exceed thirty percent(30%)of the
area median income(adjusted for family size).
(iii) For purposes of complying with the requirements set forth in Section
2(m)(i)and(ii)above,if the income of an individual or family resident in
a Residential Rental Unit did not exceed the applicable income limit
(adjusted for family size)at the commencement of such resident's
occupancy,the income of such individual or family shall be treated as
continuing to not exceed the applicable income limit as long as such
Residential Rental Unit remains a Rent-Restricted Unit. The preceding
sentence shall cease to apply to any individual or family whose income, as
of the most recent determination,exceeds one-hundred-forty percent
(140%)of the applicable income limit(adjusted for family size), if after
such determination,but before the next income determination,any
Residential Rental Unit of comparable or smaller size in the building is
occupied by a new individual or family resident whose income exceeds the
applicable income limit(adjusted for family size)for Low-Income Tenants
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EXHIBIT"C"
FILE #145g243
BK#z02g PG#117g
or Very Low-Income Tenants,as the case may be.
(iv) The Owner shall obtain from each Low-Income Tenant and Very
Low-Income Tenant and maintain on file an Income Certification pursuant
to the requirements and procedures found in the Low-Income Rental
Housing Tax Credit Compliance Manual immediately prior to the initial
occupancy of a Residential Rental Unit in the Development by such
tenant. The Owner shall also obtain, at least annually thereafter,and
maintain on file an Income Certification from each Low-Income Tenant
and Very Low-Income Tenant(and from each tenant whose income is
treated as continuing not to exceed the applicable income limit as provided
in Section 2(m)(i)and(ii)above)to determine whether the then current
income of such tenants(or such tenants whose income is treated as
continuing not to exceed the applicable income limit as provided in
Section 2(m)(i)and(ii)above)residing in the Development exceed the
applicable income limits,adjusted for family size. In addition,the Owner
shall require each Low-Income Tenant and Very Low-Income Tenant(or
tenant whose income is treated as continuing not to exceed the applicable
income limit as provided in Section 2(m)(i)and(ii)above)to notify the
Owner of any material change of information in his,her or their,as the
case may be,most recent Income Certification. The Income Certification
shall be in the form and contain such information as may be required by
the policies of the Corporation,as the same may be, from time to time,
amended by the Corporation on the advice of Counsel. For all
developments receiving Tax Credit allocations since January 1, 1987,the
Owner shall submit Program Reports, Recap of Tenant Income
Certification Information and Annual Owner Compliance Certification
annually throughout the Compliance Period. The initial reports shall be
submitted to the Corporation not later than thirty(30)days after final
allocation is made. Subsequent reports shall be submitted to the
Corporation annually on a date assigned by the Corporation. In addition,
the Owner shall submit the Program Report, Recap of Tenant Income
Certification Information and copies of Tenant Income Certification for at
least ten percent(10%)of the lower-income units in the development to
the monitoring agency annually. Additional reports and information shall
be submitted to the Corporation at such other times as the Corporation
may,in its sole discretion,request.
(v) The Owner shall maintain complete and accurate records pertaining to the
Residential Rental Units occupied by and rented to(or held available for
rental to)Low-Income Tenants and Very Low-Income Tenants for at least
six(6)years following the indicated date of each such record and shall
permit any duly authorized representative of the Corporation or the
Monitoring Agent,to inspect the books and records of the Owner
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FILE #1459243
BK# 202E3 FG#1. 3- 79
pertaining to the Income Certifications and income substantiation
materials of Low-Income Tenants and Very Low-Income Tenants(and
such tenants whose income is treated as continuing not to exceed the
applicable income limit as provided in Section 2(m)(i)and(ii)above)
residing in the Development upon reasonable notice and at reasonable
times.
(vi) The Owner shall immediately notify the Corporation and the Monitoring
Agent if at any time the Residential Rental Units in the Development are
not occupied or available for occupancy as provided in Section 2(m)(i)and
(ii)above.
Section 3. Low-and Very Low-Income Tenants;Low-and Very Low-Income Units.
In order to satisfy the requirements of the Code,the Owner hereby represents,covenants and
agrees that,during the Extended Use Period:
(a) Not later than the close of the first(1st)year of the Credit Period for each building
included in the Development, at least forty percent(40%)of the occupied and completed
Residential Rental Units included in the Development shall be both Rent-Restricted Units and
rented to and occupied by Low-Income Tenants, and after the initial rental occupancy of such
Residential Rental Units by Low-Income Tenants,at least forty percent(40%)of the completed
Residential Rental Units in the Development at all times shall be both Rent-Restricted Units and
rented to and occupied by(or held available for rental to, if previously rented to and occupied by
a Low-Income Tenant)Low-income Tenants as required by Section 42(g)(1)of the Code. One
hundred percent(100%)of the dwelling units must be occupied and rented to Low-and Very
Low-Income persons. Not less than fifteen point six nine percent(15.69%)of the Residential
Rental Units in the development shall be leased,rented or made available on a continuous basis
to persons or households whose incomes are thirty percent(30%)or less of the area median
income(adjusted for family size),and not less than eighty-four point three one percent(84.31%)
of the Residential Rental Units in the development shall be leased,rented or made available on a
continuous basis to persons or households whose incomes are sixty percent(60%)or less of the
area median income(adjusted for family size),as determined by HUD. The gross monthly rents
for these units shall not exceed thirty percent(30%)of the imputed income limitation applicable
to such unit as defined in Section 1(a).
For purposes of complying with the foregoing requirements, if(x)the income of an
individual or family resident in a Rent-Restricted Unit did not exceed the applicable income limit
(adjusted for family size)at the commencement of such resident's occupancy,and(y) such unit
continues to be a Rent-Restricted Unit,the income of such individual or family shall be treated as
continuing to not exceed the applicable income limit. The preceding sentence shall cease to
apply to any individual or family whose income,as of the most recent determination, exceeds one
hundred forty percent(140%)of the applicable income limit(adjusted for family size)if,after
such determination,but before the next income determination,any Residential Rental Unit of
comparable or smaller size in the building is occupied by a new individual or family resident
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EXHIBIT"C"
BILE 0 S PG# - 18 0
,By 2
whose income exceeds the applicable income limit(adjusted for family size).
(b) During each taxable year in the Extended Use Period,the applicable fraction(as such
term is defined in Section 42(c)(13)and is used in Section 42(h)(6)of Code)shall not be less than
the smaller of: (i)the unit fraction or(ii)the floor space fraction(as such terms are defined in
Sections 42(c)of the Code).
(c) The Owner shall not evict or terminate the tenancy of any tenant(including any tenant
whose income is treated as continuing not to exceed the applicable income limit as provided in
Section 3(a)above)of any Low-Income Unit in the Development, other than for good cause,or
increase the Gross Rent with respect to such Low-Income Units in excess of the amount
allowable as Rent-Restricted Units.
(d) The Owner shall obtain from each Low-Income Tenant and Very Low-Income Tenant
and maintain on file an Income Certification pursuant to the requirements and procedures found
in the Low-Income Rental Housing Tax Credit Compliance Manual immediately prior to the
initial occupancy of a dwelling unit in the Development by such Low-Income Tenant and Very
Low-Income Tenant. The Owner shall also obtain,at least annually thereafter,and maintain on
file an Income Certification from each Low-Income Tenant and Very Low-Income Tenant(and
from each tenant whose income is treated as continuing not to exceed the applicable income limit
as provided in Section 3(a)above)to determine whether the then current income of such
E
Low-Income Tenants or Very Low-Income Tenants(or such tenants whose incomes are treated
as continuing not to exceed the applicable income limit as provided in Section 3(a)above)
residing in the Development exceed the applicable income limits,adjusted for family size. In
addition,the Owner shall require each Low-Income Tenant and Very Low-Income Tenant(or
tenant whose income is treated as continuing not to exceed the applicable income limit as
provided in Section 3(a)above)to notify the Owner of any material change of information in his,
her or their,as the case may be,most recent Income Certification. The Income Certification shall
be in the form and contain such information as may be required by the Code and the policies of
the Corporation,as the same may be from time to time amended by the Corporation on the advice
of Counsel,or in such other form and manner as may be required by applicable rules,rulings,
procedures,official statements,regulations or policies now or hereafter promulgated or proposed
by the Department of the Treasury or the Internal Revenue Service with respect to Tax Credits.
For all developments receiving Tax Credit allocations since January 1, 1987,the Owner shall
submit Program Reports,Recap of Tenant Income Certification Information and Annual Owner
Compliance Certification annually throughout the Compliance Period. The initial reports shall
be submitted to the Corporation not later than thirty(30)days after final allocation is made.
Subsequent reports shall be submitted to the Corporation annually on a date assigned by the
Corporation. In addition,the Owner shall submit the Program Report,Recap of Tenant Income
Certification Information and copies of Tenant Income Certification for at least ten percent
(10%)of the lower-income units in the development to the monitoring agency annually.
Additional reports and information shall be submitted to the Corporation at such other times as
the Corporation may, in its sole discretion,request.
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FILE #1459243
BK#2028 Pro3_ -L
(e) The Owner shall maintain complete and accurate records pertaining to the
Low-Income Units and Very Low-Income Units for at least six(6)years following the indicated
date of each such record and shall permit any duly authorized representative of the Corporation,
the Monitoring Agent,the Department of the Treasury or the Internal Revenue Service to inspect
the books and records of the Owner pertaining to the Income Certifications and income
substantiation materials of Low-Income Tenants(and such tenants whose income is treated as
continuing not to exceed the applicable income limit as provided in Section 3(a)above)residing
in the Development upon reasonable notice and at reasonable times.
(f) The Owner shall immediately notify the Corporation and the Monitoring Agent if at
any time the Residential Rental Units in the Development are not occupied or available for
occupancy as provided in Section 3(a)above.
(g) Notwithstanding anything elsewhere in the Agreement,the Owner undertakes,agrees
and covenants that the Extended Use Period shall continue for perpetuity,i.e., fifty(50)years, so
that its obligation to set aside one hundred percent(100%)of the Rent Restricted Units for
Low-Income Tenants or Very Low-Income Tenants shall likewise continue for perpetuity,i.e.,
fifty(50)years.
4i
Section 4. Sale,Lease or Transfer of the Development or any Building.
(a) The Owner shall not enter into a sale,lease,exchange,assignment,conveyance,
transfer or other disposition(collectively,a"Disposition")of the Development or any building in
the Development: (i)unless such Disposition is of all of a building in the Development; and(ii)
without prior written notice to the Secretary of the Treasury and to the Corporation,and the
compliance with all rules and regulations of the Department of the Treasury and the Corporation
applicable to such Disposition. Additionally, any Disposition of a property affecting a Non-
Profit entity shall be replaced by a qualified Non-Profit entity as defined herein. The Owner shall
notify the Corporation in writing of the name and address of the person to whom any Disposition
has been made within fourteen(14)days after the date thereof. It is hereby expressly stipulated
and agreed that any Disposition of the Development or of any building in the Development by
the Owner in violation of this Section 4 shall be null,void and without effect, shall cause a
reversion of title to the transferor Owner,and shall be ineffective to relieve the Owner of its
obligations under this Agreement. The Owner shall include, verbatim or by incorporation by
reference,all requirements and restrictions contained in this Agreement in any deed or other
documents transferring any interest in the Development or in any building in the Development to
any other person or entity to the end that such transferee has notice of and is bound by such
restrictions, and shall obtain the express written assumption of this Agreement by any such
transferee.
(b) The restrictions contained in Section 4(a)shall not be applicable to any of the
following: (1)any transfer pursuant to or in lieu of a foreclosure or any exercise of remedies
(including, without limitation,foreclosure)under any mortgage on the Development;provided,
however, that neither the Owner nor any Related Person to the Owner shall acquire any interest in
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EXHIBIT"C"
FILE #]. 453243
13
K#2028 PG#13-
the Development during the remainder of the Extended Use Period; (2)any sale,transfer,
assignment,encumbrance or addition of limited partnership interests in the Owner; (3)grants of
utility-related easements and governmental easements, shown on the title policy approved by the
Corporation and any other easement and use agreements which may be consented to by the
Corporation and service-related leases or easements,such as laundry service leases or television
cable easements,over portions of the Development;provided, however, the same are granted in
the ordinary course of business in connection with the operation of the Development as
contemplated by this Agreement; (4)leases of apartment units to tenants, including Very
Low-Income Tenants, in accordance with this Agreement;(5) any sale or conveyance to a
condemning governmental authority as a direct result of a condemnation or a governmental
taking or a threat thereof;(6)the placing of a subordinate mortgage lien,assignment of leases
and rents or security interests on or pertaining to the Development if made expressly subject and
subordinate to this Agreement;or(7)any change in allocations or preferred return of capital,
depreciation or losses or any final adjustment in capital accounts(all of which may be freely
transferred or adjusted by Owner pursuant to Owner's partnership agreement).
Section 5. Development Within Corporation's Jurisdiction. The Owner hereby
represents and warrants that each building in the Development shall be located entirely within the
limits of the County.
Section 6. Term of this Agreement.
E
c�
(a) This Agreement shall become effective upon the date the Corporation executes this
Agreement,and shall remain in full force and effect until the expiration of the Extended Use
Period or as otherwise provided in this Section 6. Upon the termination of this Agreement,upon
request of any party hereto,the Corporation and the Owner or any successor party hereto shall
execute a recordable document prepared by the Corporation or its Counsel further evidencing
such termination.
(b) The restrictions contained in Section 2 and Section 3 of this Agreement regarding the
use and operation of the Development and of each building in the Development shall
automatically terminate in the event of involuntary noncompliance caused by fire, seizure,
requisition, foreclosure or transfer of title by deed in lieu of foreclosure to an entity other than the
Owner or a Related Person of the Owner(except as may otherwise be determined by the
Secretary of the Treasury),change in a federal law or an action of a federal authority after the
date hereof which prevents compliance with the covenants expressed herein, or condemnation or
similar event(as determined by the Corporation upon the advice of Counsel). In such event,
upon the request and at the expense of the Owner,the parties hereto shall execute an appropriate
document in recordable form prepared by the Corporation or its Counsel to evidence such
automatic termination. This Section 6(b)shall not apply(and the restrictions contained in
Sections 2 and 3 shall thereafter apply)to the Development in the event that, subsequent to any
involuntary noncompliance as described in this Section 6(b)but prior to the expiration of the
Extended Use Period,(x) a Related Person to the Owner obtains an ownership interest in the
Development for tax purposes,or(y)the Secretary of the Treasury determines that such
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FILE #145
BK320 pG#11 83
28
foreclosure or transfer of title by deed in lieu of foreclosure is part of an arrangement to terminate
this Agreement.
(c) The restrictions contained in Section 2 and Section 3 of this Agreement regarding the
use and operation of the Development and of each building in the Development shall remain in
perpetuity,i.e.,fifty(50)years.
(d) Notwithstanding the termination of the restrictions contained in Section 2 and Section
3 prior to the expiration of the Extended Use Period,the Owner(including any successor or
assignee of the Owner)shall not,prior to the end of the three(3)year period following such
termination: (i)evict or terminate the tenancy of any existing tenant(including any tenant whose
income is treated as continuing not to exceed the applicable income limit as provided in Section
3(a)above)of any Low-Income Unit or Very Low-Income Unit,other than for good cause,or(ii)
increase the Gross Rent with respect to such Low-Income Units or Very Low-Income Units in
excess of the amounts allowable as Rent-Restricted Units.
(e) Notwithstanding any other provisions of this Agreement,this entire Agreement,or
any of the provisions or sections hereof,may be terminated upon agreement by the Corporation
and the Owner if there shall have been received an opinion of Counsel to the Corporation that
such termination is permitted under Section 42 of the Code.
Section 7. Indemnification. The Owner hereby covenants and agrees to indemnify and
hold the State,the Corporation and the Monitoring Agent, and their respective members,
directors,officers, employees,attorneys,agents and representatives(any or all of the foregoing
collectively referred to as the "Indemnified Persons")harmless from and against any and all
losses,damages,judgments(including specifically punitive damage awards), arbitration awards,
amounts paid in settlements,costs and expenses and liabilities of whatsoever nature or kind
(including,but not limited to,reasonable attorneys'fees,whether or not suit is brought and
whether incurred in connection with settlement negotiations,investigations of claims,at trial, on
appeal,in bankruptcy or other creditors'proceedings or otherwise, expert witness fees and
expenses and court costs)directly or indirectly resulting from,arising out of or in connection
with any act or omission to act by the Owner or any of its partners,directors, officers,employees,
attorneys or agents or other persons under direct contract to the Owner or acting on its behalf,
resulting from,arising out of or relating to: (i)the granting of(or failure to grant)any
low-income housing tax credits,(ii)the interpretation or enforcement of any provision of this
Agreement(including but not limited to any action by any tenant to enforce the provisions
hereof),(iii) any written statements or representations made or given by the Owner or by any
partner, director,officer, employee,attorney or agent of the Owner or by any person under direct
contract to the Owner or acting on the Owner's behalf to any person to whom the Owner sells or
offers to sell any interest in low-income housing tax credits,or(iv)the design,construction,
installation, operation,use,occupancy,maintenance or ownership of the Development.
Each Indemnified Person will promptly,and after notice to such Indemnified Person
(notice to the Indemnified Persons being serviced with respect to the filing of an illegal action,
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EXHIBIT"C"
FILE #1. 459243
BK#2028 PG#1184
receipt of any claim in writing or similar form of actual notice)of any claim as to which he
asserts a right to indemnification,notify the Owner of such claim. Each Indemnified Person will
provide notice to the Owner promptly,but in no event later than seven(7)days following his
receipts of a filing relating to a legal action or thirty(30)days following his receipt of any such
other claim.
If any claim for indemnification by one or more Indemnified Persons arises out of a claim
for monetary damages by a person other than the Indemnified Persons,the Owner shall undertake
to conduct any proceedings or negotiations in connection therewith which are necessary to
defend the Indemnified Persons and shall take all such steps or proceedings as the Owner in good
faith deems necessary to settle or defeat any such claims,and to employ counsel to contest any
such claims;provided, however, that the Owner shall reasonably consider the advice of the
Indemnified Persons as to the defense of such claims,and the Indemnified Persons shall have the
right to participate, at their own expense, in such defense,but control of such litigation and
settlement shall remain with the Owner. The Indemnified Persons shall provide all reasonable
cooperation in connection with any such defense by the Owner. Counsel (except as provided
above)and auditor fees, filing fees and court fees of all proceedings, contests or lawsuits with
respect to any such claim or asserted liability shall be borne by the Owner. If any such claim is
made hereunder and the Owner does not undertake the defense thereof,the Indemnified Persons
shall be entitled to control such litigation and settlement and shall be entitled to indemnity for all
costs and expenses incurred in connection therewith pursuant to the terms of this Section 7. To
the extent that the Owner undertakes the defense of such claim,the Indemnified Persons shall be
c�
entitled to indemnity hereunder only to the extent that such defense is unsuccessful as determined
by a final judgment of a court of competent jurisdiction,or by written acknowledgment of the
parties. The Owner reserves the right to appeal any judgment rendered.
Section 8. Reliance. The Corporation and the Owner hereby recognize and agree that
the representations and covenants set forth herein may be relied upon by all persons interested in
the legality and validity of the Owner's use of the Tax Credits. In performing their duties and
obligations hereunder,the Corporation may rely upon statements and certificates of the Owner
and Low-Income Tenants believed in good faith to be genuine and to have been executed by the
proper person or persons,and upon audits of the books and records of the Owner pertaining to
occupancy of the Development. No interlineation or manual alteration to the typed version of
this Agreement shall be permitted unless initialed by all parties to the Agreement. In addition,
the Corporation may consult with counsel,and the opinion of such counsel shall be full and
complete authorization and protection with respect to any action taken or suffered by the
Corporation hereunder in good faith and in conformity with the opinion of such counsel. The
Owner shall reimburse the Corporation for reasonable attorneys'fees and expenses incurred in
obtaining the opinion of such counsel. In performing its duties and obligations hereunder,the
Owner may rely upon certificates of Low-Income Tenants reasonably believed to be genuine and
to have been executed by the proper person or persons. The Owner may rely on the rules,
regulations, guidelines and policies of the Corporation,the Department of the Treasury,and upon
reasonable interpretations of the same.
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*3_45y243
g
BK#2�
Section 9. Enforcement by the Cor oration and by Tenants. If the Owner defaults in
the performance of its obligations under this Agreement or breaches any covenant,agreement or
warranty of the Owner set forth in this Agreement, and if such default or breach remains uncured
for a period of sixty(60)days(or ninety(90)days for any default not caused by a violation of
Section 2 or 3 hereof)after written notice thereof shall have been given by the Corporation to the
Owner(or for an extended period approved in writing by Corporation Counsel (x)if such default
or breach stated in such notice can be corrected,but not within such sixty(60)day(or ninety(90)
day)period,and(y)if the Owner commences such correction within such sixty(60)day(or
ninety(90)day)period and thereafter diligently pursues the same to completion within such
extended period),then the Corporation shall give notice of such default or breach to the Internal
Revenue Service and may terminate all rights of the Owner under this Agreement,and the
Corporation may take whatever other action at law or in equity or otherwise,whether for specific
performance of any covenant in this Agreement or such other remedy as may be deemed most
effectual by the Corporation to enforce the obligations of the Owner under this Agreement.
Notwithstanding any of the foregoing,the Corporation shall have the right to seek
specific performance of any of the covenants,agreements and requirements of this Agreement
concerning the construction and operation of the Development and any person who satisfies the
income limitations applicable to Low-Income Tenants hereunder(whether prospective,present or
former occupants of any Residential Rental Unit in any building included in the Development,
including any tenant whose income is treated as continuing not to exceed the applicable income
limit as provided in Section 3(a)above)shall separately have the right to seek specific
performance and otherwise enforce the requirements of Section 3(b)and Section 3(c)with
respect to such building that is part of the Development.
The Owner must obtain the Corporation's approval of the management company selected
to manage the Development. The Corporation must be advised of any change in the Owner's
selection of a management company,and the company must be approved by the Corporation
prior to the firm assuming responsibility for the Development.
The Corporation shall have the right to require the Owner to remove any Manager or
Managing Agent who does not require compliance with this Agreement upon such Manager's or
Managing Agent's being given thirty(30)days'written notice of a violation, and such right shall
be expressly acknowledged in any contract between the Owner and any Manager or Managing
Agent.
The Corporation shall have the right to enforce this Agreement and require curing of
defaults in shorter periods than specified above if Corporation Counsel makes a reasonable
determination that such shorter periods are necessary to comply with Section 42 of the Code.
Section 10. Recordine and Filing; Covenants to Run with the Land.
(a) Upon execution and delivery by the parties hereto,the Owner shall cause this
Agreement and all amendments and supplements hereto to be recorded and filed in the official
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FILE # 48 PG#19 2 1 1 8 F
BK#202
public records of the County in such manner and in such other places as the Corporation may
reasonably request and shall pay all fees and charges incurred in connection therewith.
(b) This Agreement and the covenants herein shall run with the land and shall bind,and
the benefits shall inure to,respectively,the Owner and the Corporation and their respective
successors and assigns during the term of this Agreement.
(c) Upon reasonable notice,if there has been no event of default under this Agreement,
the Corporation shall furnish to the Owner a statement in writing certifying that the Agreement is
not in default.
Section 11. Amendments Required by the Code. To the extent that Section 42 of the
Code or any amendments thereto and any final or temporary Treasury Regulations or Revenue
Rulings thereunder shall impose requirements upon the ownership or operation of the
Development more or less restrictive than those imposed by this Agreement,the Owner and the
Corporation agree that this Agreement shall be deemed to be automatically amended to impose
such additional or more restrictive requirements or to impose less restrictive requirements,as
appropriate;provided, however, this Section I 1 shall not affect requirements of this Agreement
imposed by State law or agreed to by the Owner that were the basis of the Corporation's
competitively scoring and ranking the Owner's application(including any modifications or
supplements thereto)for Tax Credits. The Owner and the Corporation shall execute,deliver and,
if applicable, file of record any and all documents and instruments necessary in the reasonable
opinion of Counsel to the Corporation to be in compliance with the provisions of Section 42 and
all other provisions of the Code and Florida law relating to Tax Credits.
Section 12. Coordination with SAIL/HOME-Financed Program Documents. The
Owner shall comply with all provisions of that certain Land Use Restriction Agreement, dated as
April 30,2004,between the Corporation and the Owner relating to$1,000,000 loan under the
State Apartment Incentive Loan("SAIL")Program and with all provisions of this Agreement in
the use and occupancy of the Development. In the event of a conflict between such Agreements,
the Land Use Restriction Agreement shall control as to matters relating to the SAIL Program and
this Agreement shall control as to matters affecting Tax Credits.
Section 13. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
Section 14. Notice. Any notice required to be given hereunder shall be given by
personal delivery,by registered or certified U.S. Mail or by expedited delivery service at the
address as specified below or at such other addresses as may be specified by notice to the other
parties hereto, and any such notice shall be deemed received on the date of delivery, if by
personal delivery or expedited delivery service,or upon actual receipt if sent by registered or
certified U.S.Mail:
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FILE
BK#2® 45g243
2 6 PG# g 7
Corporation: FLORIDA HOUSING FINANCE CORPORATION
227 North Bronough Street,Suite 5000
Tallahassee,Florida 32301-1329
Attn: Stephen P.Auger
Deputy Development Officer
Owner: MERIDIAN WEST,LTD.
2950 SW 271h Avenue,Suite 200
Miami,FL 33133
Attn: Liz Wong
Section 15. Severability. If any provision of this Agreement shall be held by any court
of competent jurisdiction to be invalid, illegal or unenforceable,such provision shall be deemed
omitted from this Agreement and the validity,legality and enforceability of the remaining
portions of this Agreement shall remain in full force and effect,but such holding shall not affect
the validity, legality or enforceability of such provision under other, dissimilar facts or
circumstances.
Section 16. Multiple Counterparts. This Agreement may be executed in multiple
counterparts, all of which shall constitute one and the same instrument and each of which shall
be deemed to be an original.
c�
Section 17. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of each of the parties and their successors and assigns,but this provision shall not be
construed to permit assignment by the Owner without the written consent of the Corporation.
(THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK)
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FILE #1 -459243
BK#2028 PG#1188
SIGNATURE PAGE FOR OWNER
EXTENDED LOW-INCOME HOUSING AGREEMENT#2002-057CS
IN WITNESS WHEREOF,the Corporation and the Owner have executed this Agreement
as of the date of execution by the Corporation.
WITNESSES:
e-T . , a
Fce,,e limited partnership.
,63 ee,cC Ci2 eCh,> v10
BY: 7c' 67-
one of_Z —general partners of
W/,6&I/y"/Z-0—
By:
Title
By:
one of general partners of
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By:
Title
STATE OF /- 1OR,Cs _
COUNTY OF Ala,,,: - 4e v
The foregoing instrument was acknowledged before me this 1Q day of !J/7e ,
�,by L/`G ce (,U.�j7eci as j�%1e /es, c0e�f for
fir..�snv�eav
otary Public
eftw.e rw c+o Printed Name:
FWA.�..... °::'"'x..."..... My Commission Expires:
Personally known OR Produced Identification Type of Identification
Produced
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FILE #1459243
SK#2028 PG#1. 1. 89
SIGNATURE PAGE FOR FLORIDA HOUSING FINANCE CORPORATION
EXTENDED LOW-INCOME HOUSING AGREEMENT 92002-057CS
IN WITNESS WHEREOF,the Corporation and the Owner have executed this Agreement
as of the date of execution by the Corporation.
WITNESSES: FLORIDA HOUSING FINANCE CORPORATION,
a public corporation
By:
Ste en P. Auger
Deputy Development Officer
(SEAL)
STATE OF FLORIDA
COUNTY OF LEON
The foregoing instrument was acknowledged before me this day of
2004 by Stephen P.Auger as Deputy Development Officer of the FLORIDA
HOMNQ INANCE CORPORATION,a public corporation,the successor in interest to the
Florida Housing Finance Agency,on behalf of said Corporation. He is personally known to me.
]eon salwnsen Notary Public, State of Florida
MY COMMI5Si0td# OD177690 EXPIRES
]anuary 15 2007
' BONDEDTHRUIRMFAJNINSIJUKF INC
S
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EXHIBIT"C"
FILE #145 #119@
BK# 2028PG
EXHIBIT "A"
LEGAL DESCRIPTION
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2982-001-10439.01 (rev. 3-1-91)
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EXHIBIT"C"
FILE #1. 459243
EYBI'F"A" BK#2 0 2 8 PG#1 1 9 1
MUM
Parcel 3 of DOG TRACK PARCELS CONDOMLUT M, according to the
Declaration of Condominium thereof, recorded in Official Records Book
IS 15 at Page_Z03_'t , of the Public Records of Monroe
county,Florida
FORMERLY DESCRIBED AS:
A portion of Lots 6, 7, 8, 9, xo, lad, ate and 13, all as originally platted,and
adjacent filled baybottom,Block 57,"All of Lots 1,2,3,5,6,Section 35;Lot
2,Section 36; Lot 3, Section 26, Lot a,Section 34, Stock Wand,Township
67 South, Range 25 East", as recorded in Plat Book i, at Page 55, of the
Public Records of Monroe County, Florida and being more particularly
described as follows:
Commence at the Northwest corner of said Block 57,being the intersection
of the Easterly Right-of-Way Line of Fifth Street and the Southerly Right.
of-Way Line of Fifth Avenue; thence S 830 56' oo" E along the said
Southerly Right-of-Way Line of Fifth Avenue for 905.50 feet to the Point
of Beginning;thence continue along the said Southerly right of way line of
Ffth Avenue for a distance of iio.5o feet, thence S o60 o4' oo" W for a
distance of 213.00 feet; thence S 83° 56' oo" E for a distance of io8.5o
feet; thence S o60 04'00" W for a distance of 85.00 feet; thence S
83°56'oo" E for a distance of 75.5o feet; thence S o6o 04' oo" W for a
distance of 452.00 feet; thence N 83° 56" oo"W for a distance of Too oo
feet to the easterly right of way line of Shrimp Road;thence N 060 o4'oo"
E and along the said easterly line of Shrimp Road for a distance of g59.00
feet; thence S 83° 56" oo" E for a distance of 405.50 feet; thence N
o6004'00"E for a distance of 241.00 feet to the said Southerly right of way
line of F th Avenue and the Point of Beginning.
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EXHIBIT"C"
EXHIBIT"B"
(MERIDIAN WEST APARTMENTS 2002-057CS)
DESCRIPTION OF FEATURES AND AMENITIES
FILE #-L45S) 2,%
The Development will consist of: BK#2 0 21B PG#1 1 9 2
102 garden apartment units located in 9 residential buildings.
Unit Mix:
Seventeen(17)one bedroom/one bath units comprised of
approximately 600 sq. ft
Sixty-eight(68)two bedroom/one bath units comprised of
approximately 817 sq.ft
Seventeen(17)three bedroom/two bath units comprised of
approximately 1,034 sq, ft
102 Total units
Each unit will be fully equipped with the following:
1. Air conditioning(window units are not allowed, however,through-wall units are
permissible for rehabilitation)
2. Window treatments for each window inside each unit
3. Termite prevention and pest control throughout the entire affordability period
4. Exterior lighting in open and common areas
5. Cable or satellite TV hook-up in all units
6. Range,oven,and refrigerator in all units
7. At least two full bathrooms in all three bedroom or larger new construction units
8. Bathtub with shower in at least one bathroom in new construction non-elderly
units
The Applicant has committed to provide the following features in each unit:
1. Ceramic tile bathroom floors
2. Microwave oven in all new construction units
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EXHIBIT"C"
FILE #14592.43
BK#2028 PG#1193
EXHIBIT"B"
(MERIDIAN WEST APARTMENTS 2002-057CS)
DESCRIPTION OF FEATURES AND AMENITIES
3. Marble window sills in all new construction units
4. Double compartment kitchen sink in all new construction units
5. Dishwasher in all new construction units
6. Garbage disposal in all new construction units
The Applicant has committed to the following amenities in the Development:
1. Gated community with"carded"entry or security guard,or if mid-or high-rise,
"carded" secure entry to building
2. Exercise room with appropriate equipment
3. Community center or clubhouse
4. Playground/tot lot(must be sized in proportion to Development's size and
expected tenant population with age-appropriate equipment)
5. Car care area(for cleaning/washing)
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6. Picnic area with hard cover permanent roof of a design compatible with the
Development,open on all sides, containing at least three permanent picnic tables
with benches and an adjoining permanent outdoor grill
7. Outside recreation facility:volleyball court
8. Library consisting of a minimum of 100 books and 5 current magazine
subscriptions
9. Laundry facilities with full-size washers and dryers available on site
The Applicant has committed to provide the following energy conservation features for
all buildings in the Development:
1. Air conditioning with SEER rating of 11 or better
2. Electric water heater with Energy factor of.91 or better
3. Wall insulation of R-13 or better for frame-built construction or wall insulation of
R-7 or better for masonry/concrete block construction
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EXHIBIT"C"
FILE #1459243
BK#2028 PG#1194
EXHIBIT"B"
(MERIDIAN WEST APARTMENTS 2002-057CS)
DESCRIPTION OF FEATURES AND AMENITIES
4. Attic insulation of R-30 or better
5. Single-pane windows with shading coefficient of.67 or better
6. Ceiling fans in all bedrooms and living area
The Applicant has committed to provide the following Resident Programs:
1. Welfare to Work or Self-Sufficiency Programs: The Borrower commits to
actively seek residents who are participating in or who have successfully
completed the training provided by these types of programs.
2. First Time Homebuyer Seminars: Borrower or its Management Agent must
arrange for and provide,at no cost to the resident, in conjunction with local
realtors or lending institutions,semiannual on-site seminars for residents
interested in becoming homeowners.
3. Literacy Training: Borrower or its Management Agent must make available,at no
cost to the resident, literacy tutor(s)who will provide weekly literacy lessons to
residents in private space on-site.
4. Job Training: Borrower or its Management Agent must provide,at no cost to the
resident,regularly scheduled classes in keyboarding,computer literacy, secretarial
skills or other useful job skills,which will be provided at least once each quarter.
If the training is not provided on-site,transportation at no cost to the resident must
be provided.
5. Health Care: At least quarterly visits by health care professionals such as nurses,
doctors,or other licensed care providers. At a minimum,the following services
must be provided: health screening, flu shots,vision and hearing tests. Regularly
scheduled is defined as not less often than once each quarter. On-site space must
be provided. Service must be provided at no cost to the residents,with the
exception that the residents may be charged for medications.
6. Resident Activities: These specified activities are planned, arranged,provided and
paid for by the Borrower or its Management Agent. These activities must be an
integral part of the management plan. The Borrower must develop and execute a
comprehensive plan of varied activities that brings the residents together and
encourages community pride. The goal here is to foster a sense of community by
bringing residents together on a regularly scheduled basis by providing activities
such as holiday and special occasion parties,community picnics,newsletters,
children's special functions, etc.
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EXHIBIT"C"
FILE #1459243
BK#2028 PG#11. 95
EXHIBIT"B"
(MERIDIAN WEST APARTMENTS 2002-057CS)
DESCRIPTION OF FEATURES AND AMENITIES
7. Health and Nutrition Classes: At least eight hours per year,provided on site at no
cost to the residents.
8. Financial Counseling: This service must be provided by the Borrower or its
Management Agent, at no cost to the resident, and must include the following
components: must be regularly scheduled at least once each quarter;must include
tax preparation assistance by qualified professionals;must include educational
workshops on such topics as"Learning to Budget", "Handling Personal
Finances","Predatory Lending",or"Comparison Shopping for the Consumer".
9. Resident Assistance Referral Program: The Borrower or its Management Agent
will make available to residents information about services such as crisis
intervention,individual and family needs assessment,problem solving and
planning, appropriate information and referral to community resources and
services based on need, monitoring of ongoing ability to retain self sufficiency,
and advocacy to assist clients in securing needed resources. This service must be
provided at no cost the resident.
10.Life Safety Training:The Borrower or its Management Agent must provide
courses such as fire safety, first aid(including CPR),etc., on-site,at least twice
each year,at no cost to the resident.
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MONROE COUNTY
OFFICIAL RECORDS
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Exhibit D
Warranty Deed
BK#1895 PG#2114
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EXHIBIT"D"
This Instru MONROE COUNTYment Was Prepared By: OFFICIAL RECORDS
Patricia K.Green,Esq.
Stearns Weaver Miller Weissler FILE # 1 3 "7 5 0 6 1
Alhadeff&Sitterson,P.A. 8K# 1 8 !:�) 5 PG# 2 1 1 4
t5o West Flagler St.,Suite 2200
Miami,Florida 33130 RCD un 09 2 0 0 01 :2 5 PM
Property Appraiser Grantee's Tax DANNY L KULHAi3E, CLERK
Identification No. Identification No.
LiEED DUC S'rA 15400 .00
r,. DEP CLK
WARRANTY DEED
(F.S. §689.02)
This indenture made this 91h day of June, 2003, A.D. by DOG TRACK
PARTNERSHIP,a Florida general partnership (the"Seller") whose post office address is
2o1 Front Street,Key West,Florida 33040,in favor of MERIDIAN WEST,LTD.,a Florida
limited partnership(the"Buyer") whose post office address is 2937 SW 27`h Avenue,Suite
303,Miami,FL 33133•
WITNESSETH: That the said Seller, for and in consideration of the sum of TEN
DOLLARS ($1o.00) to it in hand paid by the said Buyer, the receipt whereof is hereby
acknowledged, have granted, bargained and sold to the said Buyer, its successors and
assigns forever,the following described land,to wit:
c�
EXHIBIT"A"ATTACHED HERETO
Subject to zoning, restrictions, prohibitions and other requirements imposed by
governmental authority; restrictions, easements and matters appearing on the plat or
otherwise common to the subdivision;public utility easements of record;and taxes for the
year 2003 and subsequent years;provided nothing contained herein shall act to reimpose
same,and the restrictions set forth on Exhibit"B"attached hereto and made a part hereof.
And the said Seller does hereby fully warrant the title to said land,and will defend
the same against the lawful claims of all persons whomsoever.
SIGNATURE AND ACKNOWLEDGMENT APPEAR ON FOLLOWING PAGE
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EXHIBIT"D"
Y'1.LE #1 7 5 1
BY#1 3S) 5 P3#�71 1. 1 5
Witneogs:
DOG TRACK PARTNERSHIP,a
xtness Signature Florida general partnership
A , 54
Print Name of Witness _ By: Old Town Key West Development,
Ltd., a Florida limited partnership, as
authorized general partner
-
Edwin 0. Swift, Authorized
General Partner
(;Witnes Signature
�1 �.i Name of Witness
STATE OF FLORIDA }
SS:
COUNTY OF MONROE }
The foregoing instrument was acknowledged before me this day of June,
2003, by Edwin 0. Swift, as authorized general partner of Old Town Key West
Development, Ltd., a Florida limited partnership, as authorized general partner of Dog
Track Partnership,a Florida general partnership.
M/ Personally Known ❑ Produced ver's Lic se
rin or amp Name: eudlon
Notary Public,State of Florida at Large
Commission No.: C Gi cl 22 6S-6
My Commission Expires: y 1312Do q
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EXHIBIT"D"
FILE #13750E51
ELK# 18D5 PG# 211- G
EXHIBIT"A"
LEGAL DESCRIPTION
Parcel 3 of DOG TRACK PARCELS CONDOMIINUM, according to the
Declaration of Condominium thereof, recorded in Official Records Book
IS 95 , at Page 203 9 , of the Public Records of Monroe
county,Florida
FORMERLY DESCRIBED AS:
A portion of Lots 6, 7, 8, 9, 10, 11, 12 and 13, all as originally platted, and
adjacent filled baybottom, Block 57, "All of Lots 1,2, 3,5, 6,Section 35; Lot
2, Section 36; Lot 3, Section 26, Lot 2, Section 34, Stock Island,Township
67 South, Range 25 East", as recorded in Plat Book i, at Page 55, of the
Public Records of Monroe County, Florida and being more particularly
described as follows:
Commence at the Northwest corner of said Block 57,being the intersection
of the Easterly Right-of-Way Line of Fifth Street and the Southerly Right-
of-Way Line of Fifth Avenue; thence S 83' 56' oo" E along the said
Southerly Right-of-Way Line of Fifth Avenue for 905.50 feet to the Point
of Beginning; thence continue along the said Southerly right of way line of
Fifth Avenue for a distance of 110.50 feet, thence S o6° 04' oo" W for a
distance of 213.00 feet; thence S 83' 56' oo" E for a distance of 1o8.50
feet; thence S o6° 04'00" W for a distance of 35.00 feet; thence S
83"56'oo" E for a distance of 75.50 feet; thence S o6° 04' oo" W for a
distance of 452.00 feet; thence N 83' 56" oo" W for a distance of 700.00
feet to the easterly right of way line of Shrimp Road; thence N o6° 04' 00"
E and along the said easterly line of Shrimp Road for a distance of 559.00
feet; thence S 83' 56" oo" E for a distance of 405.50 feet; thence N
o6"04'oo" E for a distance of 141.00 feet to the said Southerly right of way
line of Fifth Avenue and the Point of Beginning.
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EXHIBIT"D"
FILE #13750 (51
EXHIBIT"B" gK# 1 8 9 5 PG# 21 1 7
DEED RESTRICTIONS
The property shall be developed with affordable housing for very low,low,or moderate
income persons as defined in section 420.0004, Florida Statutes, consistent with the
following affordable housing requirements of the Monroe County Land Development
Regulations:
1. The annual adjusted gross income for the owner-occupied or tenant-occupied
household shall not exceed one hundred(too)percent of the median adjusted gross annual
income within Monroe County.
2. The yearly rent(employee housing/tenant)shall not exceed thirty(30)percent
each month of that which represents the median adjusted gross annual income for
households within Monroe County.
3. Under Monroe County Code Section 9.5-266,each affordable housing dwelling
unit is restricted to a maximum of one thousand three hundred (1,300) square feet of
habitable space.
4. The applicant has used the affordable housing program in the permit allocation
system pursuant to Monroe County Section 9.5-122.3(6).
5. All of the restrictions herein shall be binding upon any transferees,lessees,heirs,
assigns or successors in the chain of title.
In addition to the foregoing, in accordance with the Memorandum of Understanding
between Monroe County and the Department of Community Affairs dated December 27,
1999,persons currently or formerly housed in an illegal downstairs enclosure who have or
will be displaced as a result of the removal of said enclosures and who meet all applicable
affordability requirements shall be given first priority when the Meridian WestApartments
housing occupants are selected.Furthermore,these deed restrictions shall remain in effect
in perpetuity regardless of the ability of the owner(s)or occupant(s)to comply or re-qualify
on an annual basis or as otherwise may be required.
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M014RCE COUNTY
Off'PICIAL RECORDS
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Exhibit E
Monroe County Planning Department Affordable Housing Restriction
BK#1942 PG#659
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EXHIBIT "E"
14ONROE COUNTY PILE #3- 4QD2E3o5 9
OPPICIAL RECORDS BK#1_ S42 PG#65D
PREPARED BY,RECORD AND RETURN TO,, RCD Oct 172003 10�,05AM
PATRICIA K_GREEN,ESQ. DANNY L KOLHAGS, CLERK
STEARNS WEAVER NULL ER
WEISSLER ALRADEFF&SITTERSON,P.A. "Ec4ADER's MEMO.
150 WEST FLAGLER STREET,SUITE 2200 LEGIBILITY OF WRITING,TYPING,OA MINTINO WAS
MIMI,FL 33130 UNUTISFACTOFW ON THIS DOCUMENT"N reCFjvgp
MONROE COUNTY PLANNING DEPARTMENT
AFFORDABLE HOUSING RESTRICTIONS
STATE OF FLORIDA
COUNTY'OF MONROE
Notice is hereby given that:
I MERIDIAN WEST, LTD., a Florida limited partnership("Meridian")is the
sole owner of certain real property(the "Property"), situated, lying and
being in Monroe County, State of(Florida, described as follows:
SEE EXHIBIT "A"ATTACHED HERETO
E
it. Meridian accepted title to the Property subject to those certain deed
restrictions set forth in the Warranty Deed recorded in Official Records
Book 1895, at Page 2114,of the Public Records of Monroe County,
Florida (the"Restrictions").
Ill. Building Permit Numbers for the affordable housing units to be
constructed by meridian on the Property are as follows:
SEE EXHIBIT"B"ATTACHED HERETO
IV. The individual building identification numbers or letters corresponding to
the list of permits attached hereto as Exhibit"B,"are as set forth on,the
sketch of site plan attached hereto as Exhibit"C".
V. Under the affordable housing provisions set forth in Chapter 9.5 of the
Monroe County Land Development Regulations, Meridian been exempted
from payment of"Fair Share Impact Fees"for one-hundred and two(102)
multi-family units to be constructed on the Property,
Affordable Housing Deed Restriction Page I of 3 iial
Real Estate Number 00123380.00OJ)O
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EXHIBIT "E"
FILE #1L402*395S?
ElK#JL 9 4 2 PG#45 6 Q)
V1. Meridian has used the affordable housing program to,gain,maximum net
density affoided under Section 9,5-266 of the Monroe County Code,
Vll� All of the Restrictions and all covenants herein shall be binding upon any
transferees,lessees, heirs, assigns or successors in the chain of title, and
may be enforced by Monroe County.
Ilwe certify that Vwe am/are familiar with the information herein contained and
that it is true and correct to the best of my knowledge and belief; and I/we will
abide by the above stated restrictions pursuant to Monroe County Code Chapter
9,5 as established and amended from time to time,
SIGNATURE APPEARS ON FOLLOWING PAGE
E
Affordable Housing Deed Restriction Page 2 of 3 al
Real Estate Number, .00123380.000,po
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EXHIBIT "E"
FILE #3- -4 02E345S
BK#3- 19.4 2 PG#Es Ils 3-
SIGNATURE PAGE TO
MONROE COUNTY PLANNING DEPARTMENT
AFFORDABLE HOUSING RESTRICTIONS
WITNESSES: OWNER:
MERIDIAN WEST, LTD.,a
Florida limited partnership
(fig-nature) By: T G ian West, Inc.,
as s g I a
Mqr 16->,Od SqnjrAe,
(PrintfType Marne) B y:
Name: og
Title:
itle- id nt
(Signature)
.....................L-IntaeEfix
(Print/Type Name)
E
Sworn before me this day 2003 A.D.
0VF10)- 7-n r pnm
G ;Cy
Wry AND-Public, State of Florida .
x
Aorney'j 0 e u
Notary Public(Printed or Stamped Name)
WTAR'V;.0 90..&C sTA.JE OF RIDAIMA
MARIA COI.014
My Commission Expires: missIoNmccwA35
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Affordable Housing Deed Restriction Page 3 of 3 mitt
Real Estate Nwnbeu; '- ' 00123380,000100
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EXHIBIT "E"
F-JMIBIT"A" FILE #.1. 402SE;19
BK#1 '9 4 2 PG#Ei C, 2
LEGAL DESCRIF110N
Parcel 3 of DOG TRACK PARCELS CONDOMINIUM, according to the
(Declaration of Condominium thereof,recorded in Official Records Book 1895,
at Page2039,of the Public Records of Monroe county,Florida
FORMERLY DESCRIBED AS:
A portion of Lots 6, 7, 8, 9, to, it, 12 and 13,all as originally platted, and
adjacent filled baybottom,Block 57, "All of Lots 1,2,3,5,6,Section 35; Lot
2,Section 36;Lot 3,Section 26,Lot 2,Section 34,Stock Island,Township 67
South, Range 25 East",as recorded in Plat Book i,at Page 55, of the Public
Records of Monroe County,Florida and being more particularly described as
follows:
Commence at the Northwest corner of said Block 57,being the intersection
of the Easterly Right-of-Way Line of Fifth Street and the Southerly Right-of-
Way Line of Fifth Avenue; thence S 83*56'oo" E along the said Southerly
Right-of-Way Line of Fifth Avenue for 905.50 feet to the Point of Beginning;
thence continue along the said Southerly right of way line of Fifth Avenue for
a distance of i io.5o feet,thence S 06o 04'00"W for a distance of 13.00 feet;
thence S 83056'00"E for a distance of 108.50 feet;thence S o6104'00"W for
a distance Of 35 feet;thence S 83'5600"E for a distance of 75.5o feet; thence
E
S o60o4!oo" W for a distance of 452 feet; thence N 83'5600" W for a
distance Of 700 feet to the Easterly right-of-way line of Shrimp Road;thence
N 06*04'00" E and along said easterly right-of-way line of Shrimp Road for
a distance of 559 feet;thence S 83'56'o0" E for a distance Of 405,50 feet;
thence N o6004'00"E for a distance Of 141 feet to the said Southerly Right-
of-Way Line of Fifth Avenue and the Point of Beginning,.
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EXHIBIT"E"
` FILE #a028eS)
Exhibit "B" Bx 3- s 4 2 P#Ei 65 3
�031.16" 631•7714 �
102 01.1671. In M1.1717 FeMA
lea 631,1672 126. 4411.1716 MSM
164. CIIVea1.1116 FIWA
195 631.1674 123 1xme M110,
10e 631-4676 In Cal-•,T2, Fe"
136 031.•111A
opow6y1.16a6 sue, 631,.1r22
631.1677 22a 634.1724 FEW
2M 631.4676 2" 01.1725 FB"
29 11a1-4e7e 22? 6314726 FWA
20 6a1.1w 226 e614727 r
2M 631.1661. 226 ,-1723 FEA"
e31.1726 P4=31J1
2
4
131. M1.1736
634.46e2 132 634.1734
1M 631.1443 133 COMM
166 63IMI 434 661.,i'63.
116 031.4M3 133 631.1134
111 e34.144e 139 01
IIleaae,. 0304"? 231 01.17"
6M-1M6 232 631.1131
26e 631.4480 233 0311736
We 6a1AM6 234 Cal.47"
2116 m1.4M1 =a e31.1740 ,
12 631.4M3 �..,At36 631.1741
wrwwrwl�rri� rw
6e4.1143 C8
41.6 Ng1166�'1...... 136
21ia 63t-1ee7 139 e311.4744
21�,4 031-16M 10 031.1743
lit 631.4eM 141 Mat=1746
TOW UFA* 6 142 0314747
144 e31.1746
146 6311•1'....1166
�aM 241 63141334
2M COMM
21W OW M
117 41 240 01.47U
216 031.1702 241 63147M,
217 .1.474Y3 242 031.1744
4 243 031-IM
2" 0314734
246 041.170
1
414 631.17t34
,1e a31.176R 446 M1136u7
12e M4.17G6 147 e31+'1731
121 631w47e7 146 e31-IM -
122 631.170 143 631-Im
123 61 116 631•1764.
216 631-1716 161 COMM
216 :40 6Stk.1m
22e 631.1712 247 04.4717
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ATTACHMENT TO AFFORDOLE HOUSING DEED RESTRICTION
REAL ESTATE NUMEiS.: 00123800.000000
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G.17.a
Exhibit F
Monroe County Land Authority Declaration of Affordable Housing Restrictions
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Packet Pg. 1519
EXHIBIT 'F" G.17.a
Prepared by and Return to:
Gregory S.Oropeza,Esq.
221 Simonton Street
Key West,FL 33042
(305)294-0252
DECLARATION OF AFFORDABLE HOUSING RESTRICTIONS
This Declaration of Affordable Housing Restrictions (hereinafter
"Declaration") is made and entered into this day of 2023 by
MERIDIAN WEST OWNER LLC, a Florida limited liability company
(hereinafter "Declarant"), whose principal mailing address is 201 University Blvd.,
Suite 460, Denver, Colorado 80206 and agreed to by the MONROE COUNTY
COMPREHENSIVE PLAN LAND AUTHORITY, a land authority under Section
380.0663(1), Florida Statutes and Monroe County Ordinance No. 031-1986
(hereinafter "Land Authority").
This Declaration applies to all of the real property fully described in the Legal
Description attached hereto and incorporated herein as Exhibit A (hereinafter the
"Property").
WHEREAS, the Declarant is the fee simple owner of the Property and deems
it desirable, in the public interest, and in the best interest of present owners, assigns
and successors-in-interest that the Property shall be used for affordable rental
housing purposes, and subject to the covenants and restrictions set forth herein,
expressly and exclusively for the prevention of any uses of the Property other than
affordable rental housing; and
WHEREAS, on even date herewith Declarant has entered into certain
Assignment and Assumption of Mortgage and Other Loan Documents assuming that
certain Promissory Note dated September 3, 2003, in the original principal amount
of One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000.00) (the
"Note"); and
WHEREAS, the Note is secured by that certain Mortgage from Assignor to
Lender dated September 9, 2003, and recorded on October 8, 2003, in Official Records
Book 1939, Page 405, of the Public Records of Monroe County, Florida (the
"Mort�y,a�y,e"); and
WHEREAS, it is the intention of the Declarant that the restriction contained
herein shall be perpetual, run with the land and bind the Declarant, its successors
and assigns, and shall inure to the benefit of the Land Authority, all as set forth
herein; and
Page 1 of 8
Packet Pg. 1520
EXHIBIT'F"
G.17.a
WHEREAS, the Property is subject to Section 380.0666, Florida Statute which
provides for rental and income limits to facilitate the development of housing and
establishes eligibility requirements for occupants of affordable housing; and
WHEREAS, Declarant as well as subsequent purchasers and tenants will
benefit from the limitations and regulations placed on the Property by operation of
this Declaration; and,
WHEREAS, Declarant covenants and agrees that it is the intention of the
Declarant that the Property be perpetually maintained as a rental community, and
as such Declarant is prohibited from selling individual units in perpetuity and the
maximum rent chargeable per unit being thirty percent (30%) of one hundred percent
(100%) of Area Median Income (AMI) for Monroe County, Florida, as adjusted for
family size and the maximum income of the household that may occupy each unit is
one hundred percent (100%) of Area Median Income for Monroe County, Florida, as
adjusted for family size; and
WHEREAS, the intent of Declarant is to preserve through this Declaration
the affordability of the Property and to assign to the Land Authority, or its assigns,
the right to enforce compliance of this Declaration.
NOW, THEREFORE, the Declarant agrees that the Property shall be held
and conveyed subject to the following affordable housing restrictions, covenants and
conditions, which shall run with the Property and be binding on all parties having
any right, title or interest in the Property or any part thereof, their heirs, successors
and assigns for the entire term of this Declaration.
I. DEFINITIONS
A. "Declarant" shall mean the owner of the Property and any subsequent
purchaser, devisee, transferee, grantee or holder of title of the Property
or any portion of the Property.
B. "Transfer" shall mean any sale, assignment or transfer, voluntary,
involuntary or by operation of law (whether by deed, contract of sale,
gift, devise, bequest, trustee's sale, deed in lieu of foreclosure, or
otherwise) of any interest in the Property, including but not limited to,
a fee simple interest, a joint tenancy interest, a life estate, a leasehold
interest, or an interest evidenced by a land contract by which possession
of the Property is transferred and Declarant retains title.
Page 2 of 8
Packet Pg. 1521
EXHIBIT 'F"
G.17.a
C. "Transferee" shall mean an individual, or individuals, who receive a
Transfer of the Property from the Declarant.
All other terms shall have the same meaning given to them in the Monroe
County Code of Ordinances and Chapter 380 of the Florida Statutes.
II. TERM AND ENFORCEABILITY
A. This Declaration shall run with the Property and bind the Declarant, its
heirs, legal representatives, executors, successors in interest and assigns in
perpetuity
B. The Property is held and hereafter shall be held, conveyed, encumbered,
used, rented, leased and occupied subject to these covenants, conditions, restrictions
and limitations. All of the herein-stated covenants, conditions, restrictions and
limitations are intended to constitute both equitable servitudes and covenants
running with the land.
C. Any transferee or purchaser of the Property, or of any portion of or
interest in the Property, by the acceptance of a deed therefore, whether from
Declarant or from any subsequent purchaser of the Property, or by the signing of a
contract or agreement to purchase the same, shall, by the acceptance of such deed or
by the signing of such contract or agreement, be deemed to have consented to and
accepted the covenants, conditions, restrictions and limitations set forth herein. Any
written instrument attempting or purporting to sell, convey, grant, transfer,
exchange or assign any legal or equitable rights or interests to the Property shall be
deemed null and void, where such instrument purports or evidences an attempt to
sell, convey, grant, transfer, exchange or assign any right or interest to the Property
where such instrument is inconsistent with or contrary to the conditions or covenants
contained herein. Any deed or instrument of conveyance executed by or on behalf of
Declarant or any subsequent grantee, devisee, heir, assignee or other transferee shall
expressly set forth verbatim this and the foregoing reservations, restrictions and
covenants or, in lieu thereof, incorporate them by specific reference to this
Declaration by Book and Page number(s) where recorded in the Public Records of
Monroe County, Florida.
D. In order to preserve through this Declaration the affordability of the
Property for persons with incomes within a specified range, the Declarant hereby
grants and assigns to the Land Authority the right to monitor and enforce compliance
with this Declaration. Declarant otherwise reserves the rights necessary to
implement the provisions of this Declaration.
Page 3 of 8
Packet Pg. 1522
EXHIBIT ' '
G.17.a
III. IDENTIFICATION OF THE UNITS AFFECTED
This Declaration applies to all of the units at the Property, as the legal
description of which is more particularly described in Exhibit A attached hereto and
incorporated herein.
IV. OCCUPANCY, LEASING AND USE OF THE PROPERTY
A. The Property shall be operated, managed and otherwise administered
as affordable rental housing and such other uses incidental to residential use as may
be permitted by local zoning and land use regulations. Individual sales of units within
the Property are strictly prohibited. During the occupancy of any unit within the
Property, the Property shall be operated, managed and otherwise administered as
affordable rental housing based on the Florida Housing Financing Corporation and
Monroe County Planning Department Deed Restrictions. The rental amount for any
unit within the Property shall not exceed thirty percent (30%) of one hundred percent
(100%) of Area Median Income (AMI) for Monroe County, Florida, as adjusted for
family size. Upon initial occupancy of any unit within the Property, the household
income for such unit at the Property shall not exceed one hundred percent (100%) of
AMI for Monroe County, Florida, adjusted for family size, in accordance with Monroe
County Land Development Code, Section 139-1(b)(6)g which provides:
During occupancy of any affordable housing rental unit, not otherwise
limited by state of federal statute or rule concerning household income,
a household's annual income may increase to an amount not to exceed
140% of the area median income for the county. If the income of the
lessee exceeds this amount, the tenant's occupancy shall terminate at
the end of the existing lease term. The maximum lease for any term shall
be one (1) year or 12 months.
B. Eligibility is based on proof of legal residency in Monroe County.
Page 4 of 8
Packet Pg. 1523
EXHIBIT ' '
G.17.a
V. DEFAULTS AND REMEDIES: ASSIGNMENT OF RENTS
A. Upon any violation of the provisions of this Declaration the Land
Authority may declare a default under this Declaration by delivering written notice
thereof to the Declarant. After providing written notice of default, the Land
Authority may apply to a court of competent jurisdiction for specific performance of
the Declaration, for an injunction prohibiting a proposed sale or transfer in violation
of this Declaration, for a declaration that a prohibited transfer is void, or for any such
other relief as may be appropriate.
B. The remedies stated herein shall not be exclusive but shall be
cumulative to all other remedies and rights the parties may lawfully exercise.
VI. REQUIREMENTS FOR WRITTEN REPORTS FROM DECLARANT
Declarant shall provide a written report to the Land Authority or its designee
or assigns, each year on January 1, or on such other date as specified by the Land
Authority in writing, but no more than annually, which includes a statement that
Declarant has complied with all provisions of this Declaration or includes Declarant's
explanation of any violation of any provision of this Declaration. The report shall be
submitted within thirty (30) days of the specified date to the Land Authority, or to
such other person or address designated by the Land Authority. Failure to provide a
report in a timely manner, or any misrepresentations on the report, shall constitute
a default under this Declaration.
VII. GENERAL PROVISIONS
A. The Land Authority may assign its rights and delegate its duties
hereunder in writing without the consent of Declarant. Upon such assignment the
Land Authority shall notify the Declarant.
B. If any action is brought to enforce the terms of this Declaration, the
prevailing party shall be entitled to reasonable attorneys' fees and costs.
C. If any one or more of the provisions contained in this Declaration shall
for any reason be held to be invalid, illegal or unenforceable in any respect, then such
provision or provisions shall be deemed severable from the remaining provisions
contained in this Declaration, and this Declaration shall be construed as if such
invalid, illegal, or unenforceable provision had never been contained herein.
D. The terms of this Declaration shall be interpreted under the laws of the
State of Florida and venue shall lie in Monroe County, Florida.
E. All notices required herein shall be sent by certified mail, return receipt
requested, to the Declarant at the address of the Property and to the Land Authority
Page 5 of 8
Packet Pg. 1524
EXHIBIT"F"
G.17.a
or its designee at 1200 Truman Avenue, Suite 207, Key West, Florida 33040, or such
other address that the Land Authority may subsequently provide in writing to the
Declarant.
VIII. AMENDMENT
A. This Declaration shall not be amended unless agreed to in writing by
the Declarant and the Land Authority.
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Packet Pg. 1525
EXHIBIT"F"
G.17.a
IN WITNESS WHEREOF, the Declarant has executed this Declaration as of the
date written below.
Signed, sealed and delivered in the presence of:
DECLARANT:
MERIDIAN WEST OWNER, LLC, a
Florida limited liability company
By: UDG Meridian West LLC, a
Delaware limited liability company
Witness Name: By.
Name: Jonathan Gruskin
Title: Authorized Signatory
Witness Name:
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STATE OF
COUNTY OF
The foregoing instrument was acknowledged before me this day of
, 2023 by Jonathan Gruskin, authorized signatory of UDG Meridian
West LLC, a Delaware limited liability company, the sole member of MERIDIAN
WEST OWNER, LLC, a Florida limited liability company, who ( ) is personally
known to me or ( ) has produced as identification.
NOTARY SEAL: NOTARY PUBLIC
Page 7 of 8
Packet Pg. 1526
EXHIBIT"F"
G.17.a
MONROE COUNTY COMPREHENSIVE
PLAN LAND AUTHORITY
Witness Name: By.
Name: David P. Rice
Title: Chairman
Witness Name: (CORPORATE SEAL)
STATE OF FLORIDA
COUNTY OF MONROE:
The foregoing instrument was acknowledged before me by means of physical presence this
day of 2023 by David P. Rice as Chairman of the MONROE COUNTY
COMPREHENSIVE PLAN LAND AUTHORITY, who (_) is personally known to me or (�
has produced as identification.
NOTARY SEAL: NOTARY PUBLIC
Page 8 of 8
Packet Pg. 1527
G.17.b
THIS INSTRUMENT PREPARED BY
AND SHOULD BE RETURNED TO:
Gregory S. Oropeza,Esq.
Oropeza, Stones&Cardenas,PLLC 0
221 Simonton Street 2
Key West,FL 33040
(305)294-0252 �?
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For Recording Purposes Only
THIS IS AN ASSIGNMENT AND ASSUMPTION OF A MORTGAGE RECORDED ON OCTOBER 8,2003,
IN OFFICIAL RECORDS BOOK 1939,PAGE 405,THIS MORTGAGE AND THE PROMISSORY NOTE(S) 0
IT SECURES ARE ISSUED IN CONNECTION WITH FINANCING OF HOUSING UNDER PART V OF
CHAPTER 420,FLORIDA STATUTES,AND ARE EXEMPT FROM DOCUMENTARY STAMP TAX AND
INTANGIBLE TAX PURSUANT TO SECTION 420.513(l),FLORIDA STATUTES.
ASSIGNMENT AND ASSUMPTION OF MORTGAGE
AND OTHER LOAN DOCUMENTS
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THIS ASSIGNMENT AND ASSUMPTION OF MORTGAGE AND OTHER LOAN
DOCUMENTS (this "Assi_ng ment') is made and effective as of the day of
2023, by and among MONROE COUNTY COMPREHENSIVE PLAN 2
LAND AUTHORITY, a land authority under Section 380.0663(1), Florida Statutes, and 0
Monroe County Ordinance No. 031-1986 ("Lender") whose address is 1200 Truman Avenue,
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Suite 207, Key West, Florida 33040, and MERIDIAN WEST, LTD., a Florida Limited E
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Partnership ("Assignor ) whose address is and MERIDIAN U)
WEST OWNER LLC, a Florida limited liability company (("Assignee") whose address 201
University Blvd., Suite 460, Denver, Colorado 80206
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WHEREAS, Lender is the owner and holder of that certain Promissory Note executed by 00
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Assignor to and in favor of Lender dated September 3, 2003(the "Note"), in the original principal
amount of ONE MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS
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($1,500,000.00); and U
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WHEREAS, the Note is secured by that certain Mortgage from Assignor to Lender dated U,
September9, 2003, and recorded on October 8, 2003, in Official Records Book 1939,Page 405, of
the Public Records of Monroe County, Florida, (the "Mortgage"), which encumbers certain real
property located in Monroe County, Florida more particularly described as follows:
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Packet Pg. 1528
G.17.b
Parcel 3, of DOG TRACK PARCELS CONDOMINIUM, according to the
Declaration of Condominium thereof, recorded in Official Records Book
1895,Page 2039, of the Public Records of Monroe County, Florida.
FORMERLY DESCRIBED AS: ?
A portion of Lots 6, 7, 8,9, 10, 11,12 and 13,all as originally platted, 0
and adjacent filled bay bottom,
Block 57, "All of Lotsl, 2,3,5,6, Section 35;Lot 2,Section 36;Lot 3, Section
26, Lot 2, Section 34, Stock Island, Township 67 South,Range 25 East", as
recorded in Plat Bookl, at Page 55, of the Public Records of Monroe M
County, Florida and being more particularly described as follows: U
Commence at the Northwest corner of said Block 57,being the intersection
of the Easterly Right-of-Way Line of Fifth Street and the Southerly Right-
of-Way Line of Fifth Avenue; thence South 83' 56'00" East along the said
Southerly Right-of-Way Line of Fifth Avenue for 905.50 feet to the Point
of Beginning; thence continue along the said Southerly right of way Line of
Fifth Avenue for a distance of 110.50 feet, thence South 06'04'00" West for
a distance of 213.00 feet; thence South 83'56'00" East for a distance of as
108.50 feet; thence South 06'04'00" West for a distance of 35.00 feet;
thence South 83'56'00" East for a distance of 75.50 feet; thence South
06'04'00" West for a distance of 452.00 feet; thence North 83' 56'00" West
for a distance of 700.00 feet to the easterly right of way Line of Shrimp 0
Road; thence North 06'04'00" East and along the said easterly Line of 4-
Shrimp Road for a distance of 559.00 feet; thence South 83'56'00" East for a
a distance of 405.50 feet; thence North 06'04'00" East for a distance of
141.00 feet to the said Southerly right of way Line of Fifth Avenue and the
Point of Beginning.
(the "Pro e "); and
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WHEREAS, the Property has been sold and conveyed to Assignee, and Assignee has
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agreed to assume the obligations of the Assignor under the Mortgage and Note;
NOW, THEREFORE, in consideration of the premises hereof and the mutual covenants CU
contained herein, and of the sum of TEN AND NO/100 DOLLARS($10.00) in hand paid by each
party to the other, the receipt and sufficiency of all of which is hereby acknowledged, Assignor,
Assignee and Lender hereby agree as follows:
1. Recitals Correct. The foregoing Recitals are true, accurate and complete and
constitute a part of this Assignment.
2. Capitalized Terms. Unless otherwise expressly set forth herein, all capitalized
terms used herein shall have the same meanings set forth in the Mortgage.
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G.17.b
3. Assignment. Assignor does hereby transfer, set over, assign and convey unto
Assignee all of Assignor's rights, privileges, duties and obligations in, to and under the Mortgage
and Note arising on or after the date hereof.
4. Assumption Agreement. Assignee hereby ratifies and confirms that Assignee has ?
assumed each and every obligation of Assignor under the Mortgage and Note arising on or after T-
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the date hereof, and Assignee agrees to pay to Lender the sums due and to become due under the 0
Note, as fully as if Assignee had originally executed the Mortgage and Note.
5. Outstanding Balance. Lender hereby represents and warrants that the outstanding
principal balance of the Note as of the date hereof is ONE MILLION FIVE HUNDRED M
THOUSAND AND 00/100 DOLLARS ($1,500,000.00)and that this amount,at Zero percent(0%) U
interest per annum, together with all other costs and expenses incurred by Lender in connection
with the Note and Mortgage according to the terms thereof are secured by the Mortgage as
modified herein and shall be due and payable in full in accordance with the terms thereof.
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6. Waiver of Claims. As a material inducement for Lender to consent to this
Assignment,Assignor does hereby waive and release, acquit, satisfy and forever discharge Lender
and its affiliates and assigns from any and all claims, counterclaims, defenses, actions, causes of
action, suits, controversies, agreements, promises and demands whatsoever in law or in equity
which the Assignor ever had, now has, or which any personal representative, successor, heir or
assign of the Assignor shall have against Lender, or its affiliates and assigns,for,upon or by reason
of any matter, cause or thing whatsoever through the date hereof relating to the indebtedness
evidenced by the Mortgage, the Note and Modification. In addition to, and without limiting the 0
generality of the foregoing, and in consideration of the Lender's consent to this Assignment, the 4-
Assignor covenants with and warrants unto Lender, and its affiliates and assigns, that there exist a
no claims, counterclaims, defenses, objections, offsets or claims of offsets against the Lender for
the obligation of the Assignor to pay the indebtedness evidenced by the Note to the Lender or E
under the Mortgage and Modification when and as the same becomes due and payable.
7. Novation It is the intent of the parties hereto that this Agreement shall not constitute
a novation or in any way affect the lien of the Mortgage or other loan documents associated
therewith. U+
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Packet Pg. 1530
G.17.b
IN WITNESS WHEREOF, the parties hereto have set their hands and seals as of the day and year
first above written.
Signed, sealed and delivered
in the presence of: �
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ASSIGNOR:
MERIDIAN WEST, LTD., a Florida limited
partnership, U)
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By: ALDEN GP-FL, LLC, a Delaware is
limited liability company, as its General
Witness Name: Partner,
By: Alden Affordable Holdings,LLC,
a Delaware limited liability company, U)
Witness Name: as its sole Member,
By:
Name:
Title:
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STATE OF E
COUNTY OF U)
The foregoing instrument was acknowledged before me this day of
2023 by as of Alden Affordable Housing Holdings,
LLC, a Delaware limited liability company, as sole Member of ALDEN GP-FL, LLC, a Delaware U)
limited liability company, as General Partner of MERIDIAN WEST, LTD., a Florida limited 00
partnership who (� is personally known to me or (� has produced
as identification.
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NOTARY SEAL: NOTARY PUBLIC U)
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Packet Pg. 1531
G.17.b
ASSIGNEE:
MERIDIAN WEST OWNER LLC, a
Florida limited liability company
By: UDG Meridian West LLC, a Delaware
limited liability company,its sole member
Witness Name: g
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By:
Name:
Witness Name: Title: cu
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STATE OF
COUNTY OF
The foregoing instrument was acknowledged before me this day of
2023 by Jonathan Gruskin,Authorized Signatory of UDG Meridian West LLC, a Delaware limited
liability company,sole member of Meridian West Owner LLC,a Florida limited liability company,
who (_) is personally known to me or ( has produced as
identification. 4-
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G.17.b
LENDER:
MONROE COUNTY COMPREHENSIVE
PLAN LAND AUTHORITY
Witness Name:
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By:
Name: David P. Rice
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Title: Chairman E
Witness Name:
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(CORPORATE SEAL)
STATE OF FLORIDA
COUNTY OF MONROE:
The foregoing instrument was acknowledged before me by means of physical presence this
day of , 2023 by David P. Rice as Chairman of the MONROE COUNTY ~�
COMPREHENSIVE PLAN LAND AUTHORITY, who O is personally known to me or (�
has produced as identification.
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NOTARY SEAL: NOTARY PUBLIC
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Prepared by: U)
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Stearns Weaver Miller Weissler Alhadeff& Sitterson,P.A. M
150 West Flagler Street, Suite 2200 U
Miami, Florida 33130
Attention: Brooke R.Perlyn, Esq.
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And after recording return to: U)
Kraus Lam LLC
230 West Monroe Street, Suite 2528
Chicago, Illinois 60606
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Attention: Edward Lam, Esq.
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SUBORDINATION AGREEMENT U)
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GOVERNMENTAL ENTITY 2
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SUBORDINATION AGREEMENT
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GOVERNMENTAL ENTITY M
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THIS SUBORDINATION AGREEMENT ("Agreement") is entered into this day of
, 2023, by and between (i) NEF Workforce Housing Innovation Fund 0
LP, a Delaware limited partnership ("Senior Lender") and (ii) MONROE COUNTY U)
COMPREHENSIVE PLAN LAND AUTHORITY, a land authority under Section
380.0663(1), Florida Statutes, and Monroe County Ordinance No. 031-1986 ("Subordinate
Lender").
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RECITALS
A. MERIDIAN WEST OWNER LLC, a Florida limited liability company
("Borrower") is the owner of certain land located in Monroe County, Florida, described
in Exhibit A ("Land"). The Land is improved with a multifamily rental housing project
("Improvements"). 0
B. Senior Lender has made or is making a loan to Borrower in the original principal amount
of$ ("Senior Loan")upon the terms and conditions of a Loan
Agreement dated as of between Senior Lender and Borrower("Senior Loan X
Agreement") in connection with the Mortgaged Property. The Senior Loan is secured by 2
a Mortgage, Assignment or Rents, dated as of the date of the Senior Loan Agreement 4-
("Senior Mortgage") encumbering the Land, the Improvements and related personal and
other property described and defined in the Senior Mortgage as the "Mortgaged �
Property." z
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C. Meridian West, Ltd., a Florida limited partnership ("Prior Owner") entered into that
certain Promissory Note (the "Note") in favor of Subordinate Lender dated September 3,
2003, in the original principal amount of ONE MILLION FIVE HUNDRED
THOUSAND AND NO/100 DOLLARS ($1,500,000.00) ("Subordinate Loan"), which
Note is secured by that certain Mortgage dated September 9, 2003, and recorded on
October 8, 2003, in Official Records Book 1939, Page 405, of the Public Records of
Monroe County, Florida, as modified by that certain Assignment and Assumption of CU
Mortgage and Other Loan Documents executed on even date herewith and to be recorded
in the Public Records of Monroe County, Florida("Subordinate Mortgage")
encumbering all or a portion of the Mortgaged Property.
D. The Senior Mortgage will be recorded in the Public Records of Marion County, Florida
("Recording Office"). �,
E. The execution and delivery of this Agreement is a condition of Senior Lender's making
of the Senior Loan. E
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Subordination Agreement—Governmental Entity Page 1
Packet Pg. 1535
G.17.c
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AGREEMENT
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NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which is U)
acknowledged, the parties agree as follows: M
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1. Definitions. The following terms, when used in this Agreement(including, as
appropriate, when used in the above recitals), will have the following meanings:
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The terms "Condemnation," "Imposition Deposits," "Impositions," "Leases," "Rents" U)
and "Restoration," as well as any term used in this Agreement and not otherwise defined
in this Agreement, will have the meanings given to those terms in the Senior Loan
Agreement.
"Bankruptcy Proceeding" means any bankruptcy, reorganization, insolvency,
composition, restructuring, dissolution, liquidation, receivership, assignment for the
benefit of creditors, or custodianship action or proceeding under any federal or state law
with respect to Borrower, any guarantor of any of the Senior Indebtedness, any of their a
respective properties, or any of their respective partners, members, officers, directors, or
shareholders. 0
"Borrower"means all persons or entities identified as `Borrower" in the first Recital of
this Agreement, together with their successors and assigns, and any other person or entity
who acquires title to the Mortgaged Property after the date of this Agreement; provided X
that the term `Borrower"will not include Senior Lender if Senior Lender acquires title to 2
the Mortgaged Property. 4-
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"Casualty" means the occurrence of damage to or loss of all or any portion of the
Mortgaged Property by fire or other casualty.
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"Enforcement Action" means any of the following actions taken by or at the direction of
Subordinate Lender: the acceleration of all or any part of the Subordinate Indebtedness,
the advertising of or commencement of any foreclosure or trustee's sale proceedings,the
exercise of any power of sale, the acceptance of a deed or assignment in lieu of
foreclosure or sale, the collecting of Rents, the obtaining of or seeking of the appointment
of a receiver, the seeking of default interest, the taking of possession or control of any of
the Mortgaged Property, the commencement of any suit or other legal, administrative, or
arbitration proceeding based upon the Subordinate Note or any other of the Subordinate
Loan Documents, the exercising of any banker's lien or rights of set-off or recoupment,
or the exercise of any other remedial action against Borrower, any other party liable for
any of the Subordinate Indebtedness or obligated under any of the Subordinate Loan
Documents, or the Mortgaged Property.
"Enforcement Action Notice" means a Notice given from Subordinate Lender to Senior
Lender following one or more Subordinate Mortgage Default(s) and the expiration of any
applicable notice or cure periods, setting forth in reasonable detail the Subordinate E
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Mortgage Default(s) and the Enforcement Actions proposed to be taken by Subordinate C
Lender. 2
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"Lien" means any lien, encumbrance, estate or other interest, recorded against or secured U)
by the Mortgaged Property. cu
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"Loss Proceeds" means all monies received or to be received under any insurance policy,
from any condemning authority, or from any other source, as a result of any
Condemnation or Casualty. 0
2
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"Notice" means all notices, requests, demands, consents, approvals or other
communication pursuant to this Agreement provided in accordance with the provisions of
Section 10.
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"Senior Indebtedness"means the "Indebtedness" as defined in the Senior Loan
Agreement.
U-
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"Senior Lender" means the "Lender" as defined in the Senior Mortgage. When any other
person or entity becomes the legal holder of the Senior Note, such other person or entity
will automatically become Senior Lender.
"Senior Loan Documents" means the "Loan Documents" as defined in the Senior Loan
Agreement, as such documents may be amended. X
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"Senior Mortgage Default" means any act, failure to act, event, condition, or occurrence 4-
which constitutes, or which with the giving of Notice or the passage of time, or both,
would constitute, an "Event of Default" as defined in the Senior Loan Agreement. �
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"Senior Note"means the promissory note or other evidence of the Senior Indebtedness
and any replacement of the Senior Note.
"Subordinate Indebtedness" means all sums evidenced or secured or guaranteed by, or
otherwise due and payable to Subordinate Lender pursuant to, the Subordinate Loan
Documents.
"Subordinate Lender" means the person or entity named as such in the first paragraph CU
of this Agreement and any other person or entity who becomes the legal holder of the U
Subordinate Note after the date of this Agreement.
U)
"Subordinate Loan Documents" means the Subordinate Mortgage,the Subordinate
Note, and the Subordinate Loan Agreement.
"Subordinate Mortgage Default"means any act, failure to act, event, condition, or
occurrence which allows (but for any contrary provision of this Agreement), Subordinate
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Lender to take an Enforcement Action. E
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0
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"Subordinate Note"means the promissory note or other evidence of the Subordinate
CL
Indebtedness and any replacement of the Subordinate Note.
U)
U)
"Surplus Cash"means, with respect to any period, any revenues of Borrower remaining M
after paying, or setting aside funds for paying, all the following: U
(a) All sums due or currently required to be paid under the Senior Loan Documents,
including any reserves and Imposition Deposits. 0
(b) All reasonable operating expenses of the Mortgaged Property, including real
estate taxes, insurance premiums, utilities, building maintenance,painting and
repairs, management fees,payroll, administrative expenses, legal expenses and
audit expenses (excluding any developer fees payable with respect to the
Mortgaged Property). 0-
2. Subordinate Lender's Representations and Warranties.
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(a) Subordinate Lender represents and warrants that each of the following is true as
of the date of this Agreement: 0
(i) Subordinate Lender is now the owner and holder of the Subordinate Loan
Documents.
0
(ii) No Subordinate Mortgage Default has occurred and is continuing. 2
0
4-
(iii) The current unpaid principal balance of the Subordinate Indebtedness is 0
$1,500,000.00. �
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(iv) No scheduled payments under the Subordinate Note have been prepaid.
(b) Without the prior written consent of Senior Lender, Subordinate Lender will not
do any of the following:
(i) Pledge, assign, transfer, convey, or sell any interest in the Subordinate
Indebtedness or any of the Subordinate Loan Documents.
(ii) Take any action which has the effect of increasing the Subordinate U
Indebtedness, except to cure a Senior Mortgage Default as contemplated
under Section 5(a) of this Agreement.
E
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0
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3. Terms of Subordination.
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(a) Agreement to Subordinate. The Subordinate Indebtedness is and will at all times U)
continue to be subject and subordinate in right of payment to the prior payment in M
full of the Senior Indebtedness. Each of the Subordinate Loan Documents is, and U
will at all times remain, subject and subordinate in all respects to the liens, terms,
covenants, conditions, operations, and effects of each of the Senior Loan
Documents. 0
(b) Subordination of Subrogation Rights. indemnification,
If Subordinate Lender, by indemnification,
subrogation or otherwise, acquires any Lien on any of the Mortgaged Property,
then that Lien will be fully subject and subordinate to the receipt by Senior
Lender of payment in full of the Senior Indebtedness, and to the Senior Loan
Documents, to the same extent as the Subordinate Indebtedness and the
Subordinate Loan Documents are subordinate pursuant to this Agreement.
(c) Payments Before Senior Loan Default. Until the occurrence of a Senior Mortgage a
Default, Subordinate Lender will be entitled to retain for its own account all
payments of the principal of and interest on the Subordinate Indebtedness 0
pursuant to the Subordinate Loan Documents;provided that Subordinate Lender
expressly agrees that it will not accept any such payment that is made more than
10 days in advance of its due date and provided further that Subordinate Lender
will not accept any payment in an amount that exceeds 75% of then available X
Surplus Cash. 2
0
4-
(d) Payments After Senior Loan Default or Bankruptcy. 0
(i) Immediately upon Subordinate Lender's receipt of Notice or actual
knowledge of a Senior Mortgage Default, Subordinate Lender will not
accept any payments of the Subordinate Indebtedness, and the provisions
of Section 3(d) of this Agreement will apply.
0
(ii) If Subordinate Lender receives any of the following, whether voluntarily en
n
or by action of law, after a Senior Mortgage Default of which Subordinate
Lender has actual knowledge (or is deemed to have actual knowledge as
provided in Section 4(c)) or has been given Notice, such will be received
and held in trust for Senior Lender:
(A) Any payment,property, or asset of any kind or in any form in 0
connection with the Subordinate Indebtedness.
(B) Any proceeds from any Enforcement Action.
(C) Any payment,property, or asset in or in connection with any
Bankruptcy Proceeding. E
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0
C
(iii) Subordinate Lender will promptly remit, in kind and properly endorsed as
necessary, all such payments,properties, and assets described in Section
3(d)(ii)to Senior Lender. Senior Lender will apply any payment, asset, or U)
property so received from Subordinate Lender to the Senior Indebtedness M
in such order, amount(with respect to any asset or property other than U
immediately available funds), and manner as Senior Lender determines in
its sole and absolute discretion.
0
(e) Bankruptcy. Without the prior written consent of Senior Lender, Subordinate U)
Lender will not commence, or join with any other creditor in commencing, any
Bankruptcy Proceeding. In the event of a Bankruptcy Proceeding, Subordinate
Lender will not vote affirmatively in favor of any plan of reorganization or
liquidation unless Senior Lender has also voted affirmatively in favor of such
plan. 0-
4. Default Under Subordinate Loan Documents.
U_
c
(a) Notice of Subordinate Loan Default and Cure Rights. _
0
(i) Subordinate Lender will deliver to Senior Lender a copy of each Notice
delivered by Subordinate Lender pursuant to the Subordinate Loan
Documents within 5 Business Days of sending such Notice to Borrower.
Neither giving nor failing to give a Notice to Senior Lender pursuant to c
this Section 4(a)will affect the validity of any Notice given by 2
Subordinate Lender to Borrower. 4-
0
(ii) For a period of 90 days following delivery to Senior Lender of an
Enforcement Action Notice, Senior Lender will have the right, but not the
obligation, to cure any Subordinate Mortgage Default. However, if such
Subordinate Mortgage Default is a non-monetary default and is not
capable of being cured within such 90-day period and Senior Lender has
commenced and is diligently pursuing such cure to completion, Senior
Lender will have such additional period of time as may be required to cure n
such Subordinate Mortgage Default or until such time, if ever, as Senior
Lender takes either of the following actions:
(A) Discontinues its pursuit of any cure. U
(B) Delivers to Subordinate Lender Senior Lender's written consent to
the Enforcement Action described in the Enforcement Action
Notice.
(iii) Senior Lender will not be subrogated to the rights of Subordinate Lender
under the Subordinate Loan Documents as a result of Senior Lender
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having cured any Subordinate Mortgage Default. E
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0
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(iv) Subordinate Lender acknowledges that all amounts advanced or expended c
0.
by Senior Lender in accordance with the Senior Loan Documents or to cure
a Subordinate Mortgage Default will be added to and become a part of the U)
Senior Indebtedness and will be secured by the lien of the Senior Mortgage. CU
U
(b) Subordinate Lender's Exercise of Remedies After Notice to Senior Lender.
(i) In the event of a Subordinate Mortgage Default, Subordinate Lender will 0
not commence any Enforcement Action until 90 days after Subordinate U)
Lender has delivered to Senior Lender an Enforcement Action Notice.
During such 90-day period or such longer period as provided in Section
4(a), Subordinate Lender will be entitled to seek specific performance to c
enforce covenants and agreements of Borrower relating to income, rent, or 2
affordability restrictions, subject to Senior Lender's right to cure a
Subordinate Mortgage Default set forth in Section 4(a).
(ii) Subordinate Lender may not commence any other Enforcement Action, a
including any foreclosure action under the Subordinate Loan Documents,
until the earlier of: 0
(A) The expiration of such 90-day period or such longer period as
provided in Section 4(a).
0
(B) The delivery by Senior Lender to Subordinate Lender of Senior 2
Lender's written consent to such Enforcement Action by 4-
Subordinate Lender.
(iii) Subordinate Lender acknowledges that Senior Lender may grant or refuse
consent to Subordinate Lender's Enforcement Action in Senior Lender's
sole and absolute discretion. At the expiration of such 90-day period or
such longer period as provided in Section 4(a) and, subject to Senior
Lender's right to cure set forth in Section 4(a), Subordinate Lender may
commence any Enforcement Action.
(iv) Senior Lender may pursue all rights and remedies available to it under the
Senior Loan Documents, at law, or in equity, regardless of any
Enforcement Action Notice or Enforcement Action by Subordinate U
Lender. No action or failure to act on the part of Senior Lender in the
event of a Subordinate Mortgage Default or commencement of an
Enforcement Action will constitute a waiver on the part of Senior Lender
of any provision of the Senior Loan Documents or this Agreement.
(c) Cross Default. Subordinate Lender acknowledges that a Subordinate Mortgage
Default constitutes a Senior Mortgage Default. Accordingly, upon the occurrence
of a Subordinate Mortgage Default, Subordinate Lender will be deemed to have
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actual knowledge of a Senior Mortgage Default. If Subordinate Lender notifies C
Senior Lender in writing that any Subordinate Loan Default of which Senior 2
Lender has received Notice has been cured or waived, as determined by
Subordinate Lender in its sole discretion, then provided that Senior Lender has U)
not conducted a sale of the Mortgaged Property pursuant to its rights under the M
Senior Loan Documents, any Senior Loan Default under the Senior Loan U
Documents arising solely from such Subordinate Loan Default will be deemed
cured, and the Senior Loan will be reinstated.
0
(d) Subordinate Lender Deed Restrictions. Senior Lender acknowledges that U)
Borrower has executed that certain Declaration of Affordable Housing
Restrictions, dated as of even date herewith and to be recorded in thePublic
Records of Monroe County, Florida("MCLA Deed Restriction"). The MCLA
Deed Restriction is in no way subordinated, limited, restricted or altered by this a�
Agreement and Subordinate Lender shall have all rights and remedies as set forth
in the MCLA Deed Restriction without regard to this Agreement.
5. Default Under Senior Loan Documents.
(a) Notice of Senior Loan Default and Cure Rights. 0
(i) Senior Lender will deliver to Subordinate Lender a copy of any Notice sent
by Senior Lender to Borrower of a Senior Mortgage Default within 5
Business Days of sending such Notice to Borrower. Failure of Senior Lender X
to send Notice to Subordinate Lender will not prevent the exercise of Senior 2
Lender's rights and remedies under the Senior Loan Documents. 4-
0
(ii) Subordinate Lender will have the right,but not the obligation,to cure any
monetary Senior Mortgage Default within 30 days following the date of such
Notice. During such 30-day period Senior Lender will be entitled to continue
to pursue its remedies under the Senior Loan Documents.
(iii) Subordinate Lender may,within 90 days after the date of the Notice, cure a
non-monetary Senior Mortgage Default if during such 90-day period,
Subordinate Lender keeps current all payments required under the Senior
Loan Documents. If such a non-monetary Senior Mortgage Default creates
an unacceptable level of risk relative to the Mortgaged Property, or Senior
Lender's secured position relative to the Mortgaged Property, as determined
by Senior Lender in its sole discretion,then during such 90-day period
Senior Lender may exercise all available rights and remedies to protect and 0
preserve the Mortgaged Property and the Rents,revenues and other proceeds
from the Mortgaged Property.
(iv) All amounts paid by Subordinate Lender to Senior Lender to cure a Senior
Mortgage Default will be deemed to have been advanced by Subordinate
Lender pursuant to, and will be secured by the lien of,the Subordinate
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Mortgage. Notwithstanding anything in this Section 5 a to the contra c
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Subordinate Lender's right to cure any Senior Mortgage Default will 2
terminate immediately upon the occurrence of any Bankruptcy Proceeding.
U)
U)
(b) Release of Mortgaged Property. cu
U
(i) Subordinate Lender consents to and authorizes any future release by
Senior Lender of all or any portion of the Mortgaged Property from the
lien, operation, and effect of the Senior Loan Documents. Subordinate 0
Lender waives to the fullest extent permitted by law, all equitable or other U)
rights it may have in connection with the release of all or any portion of
the Mortgaged Property, including any right to require Senior Lender to do
any of the following:
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(A) To conduct a separate sale of any portion of the Mortgaged
Property.
(B) To exhaust its remedies against all or any portion of the Mortgaged
Property or any combination of portions of the Mortgaged Property
or any other collateral for the Senior Indebtedness. 0
(C) To proceed against Borrower, any other parry that may be liable
for any of the Senior Indebtedness (including any general partner
of Borrower if Borrower is a partnership), all or any portion of the X
Mortgaged Property or combination of portions of the Mortgaged 2
Property or any other collateral, before proceeding against all or 4-
such portions or combination of portions of the Mortgaged 0
Property as Senior Lender determines.
(ii) Subordinate Lender consents to and authorizes, at the option of Senior
Lender, the sale, either separately or together, of all or any portion of the
Mortgaged Property. Subordinate Lender acknowledges that without
Notice to Subordinate Lender and without affecting any of the provisions
of this Agreement, Senior Lender may do any of the following:
(A) Extend the time for or waive any payment or performance under
the Senior Loan Documents.
U)
(B) Modify or amend in any respect any provision of the Senior Loan
Documents.
(C) Modify, exchange, surrender, release, and otherwise deal with any `
additional collateral for the Senior Indebtedness.,
6. Conflicts. If there is any conflict or inconsistency between the terms of the Subordinate
Loan Documents and the terms of this Agreement, then the terms of this Agreement will E
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control. Borrower acknowledges that the terms and provisions of this Agreement will not, C
and will not be deemed to do any of the following: 2
(a) Extend Borrower's time to cure any Senior Loan Default or Subordinate Loan U)
Default.
U
(b) Give Borrower the right to receive notice of any Senior Loan Default or
Subordinate Loan Default, other than that, if any,provided, respectively under the
Senior Loan Documents of the Subordinate Loan Documents. 0
2
U)
(c) Create any other right or benefit for Borrower as against Senior Lender or
Subordinate Lender.
7. Rights and Obligations of Subordinate Lender Under the Subordinate Loan
Documents and of Senior Lender under the Senior Loan Documents.
(a) Insurance.
c
(i) All requirements pertaining to insurance under the Subordinate Loan
Documents (including requirements relating to amounts and types of 0
coverages, deductibles and special endorsements)will be deemed satisfied
if Borrower complies with the insurance requirements under the Senior
Loan Documents and of Senior Lender.
0
(ii) All original policies of insurance required pursuant to the Senior Loan 2
Documents will be held by Senior Lender. 4-
0
(iii) Nothing in this Section 7(a)will preclude Subordinate Lender from
requiring that it be named as a mortgagee and loss payee, as its interest
may appear, under all policies of property damage insurance maintained
by Borrower with respect to the Mortgaged Property,provided such action
does not affect the priority of payment of Loss Proceeds, or that
Subordinate Lender be named as an additional insured under all policies of
liability insurance maintained by Borrower with respect to the Mortgaged
Property.
(b) Condemnation or Casualty. CU
U)
In the event of a Condemnation or a Casualty,the following provisions will apply:
U)
(i) The rights of Subordinate Lender(under the Subordinate Loan Documents
or otherwise) to participate in any proceeding or action relating to a
Condemnation or a Casualty, or to participate or join in any settlement of,
or to adjust, any claims resulting from a Condemnation or a Casualty, will
be and remain subordinate in all respects to Senior Lender's rights under
the Senior Loan Documents, and Subordinate Lender will be bound by any
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settlement or adjustment of a claim resulting from a Condemnation or a C
Casualty made by Senior Lender. 2
(ii) All Loss Proceeds will be applied either to payment of the costs and U)
expenses of Restoration or to payment on account of the Senior M
Indebtedness, as and in the manner determined by Senior Lender in its U
sole discretion; provided however, Senior Lender agrees to consult with
Subordinate Lender in determining the application of Casualty proceeds.
In the event of any disagreement between Senior Lender and Subordinate 0
Lender over the application of Casualty proceeds, the decision of Senior U)
Lender, in its sole discretion, will prevail.
(iii) If Senior Lender holds Loss Proceeds, or monitors the disbursement of c
Loss Proceeds, Subordinate Lender will not do so. Nothing contained in
this Agreement will be deemed to require Senior Lender to act for or on 0-
behalf of Subordinate Lender in connection with any Restoration or to
hold or monitor any Loss Proceeds in trust for or otherwise on behalf of
Subordinate Lender, and all or any Loss Proceeds may be commingled a
with any funds of Senior Lender.
0
(iv) If Senior Lender elects to apply Loss Proceeds to payment on account of
the Senior Indebtedness, and if the application of such Loss Proceeds
results in the payment in full of the entire Senior Indebtedness, any
remaining Loss Proceeds held by Senior Lender will be paid to M
Subordinate Lender unless another parry has asserted a claim to the 2
remaining Loss Proceeds. 4-
0
(c) Modification of Subordinate Loan Documents. Subordinate Lender agrees that
until the principal of, interest on and all other amounts payable under the Senior
Loan Documents have been paid in full, it will not, without the prior written
consent of Senior Lender, increase the amount of the Subordinate Loan, increase
the required payments due under the Subordinate Loan, decrease the term of the
Subordinate Loan, increase the interest rate on the Subordinate Loan, or otherwise
amend the Subordinate Loan terms in a manner that creates an adverse effect
upon Senior Lender under the Senior Loan Documents. If Subordinate Lender
either(i) amends the Subordinate Loan Documents in the manner set forth above
or(ii) assigns the Subordinate Loan without Senior Lender's consent then such
amendment or assignment will be void ab initio and of no effect whatsoever. U
(d) Modification of Senior Loan Documents. Senior Lender may amend, waive, 0
postpone, extend, renew, replace, reduce or otherwise modify any provisions of
the Senior Loan Documents without the necessity of obtaining the consent of or
providing Notice to Subordinate Lender, and without affecting any of they,
provisions of this Agreement. Notwithstanding the foregoing, Senior Lender may
not modify any provision of the Senior Loan Documents that increases the Senior
Indebtedness, except for increases in the Senior Indebtedness that result from
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advances made by Senior Lender to protect the security or lien priority of Senior C
Lender under the Senior Loan Documents or to cure defaults under the 2
Subordinate Loan Documents.
U)
U)
M
(f) Consent Rights. Whenever the Subordinate Loan Documents give Subordinate U
Lender approval or consent rights with respect to any matter, and a right of
approval or consent for the same or substantially the same matter is also granted
to Senior Lender pursuant to the Senior Loan Documents or otherwise, Senior 0
Lender's approval or consent or failure to approve or consent will be binding on U)
Subordinate Lender. None of the other provisions of Section 7 are intended to be
in any way in limitation of the provisions of this Section 7(f).
(g) Escrows. Except as provided in this Section 7(g), and regardless of any contrary
provision in the Subordinate Loan Documents, Subordinate Lender will not
collect any escrows for any cost or expense related to the Mortgaged Property or
for any portion of the Subordinate Indebtedness. However, if Senior Lender is not
collecting escrow payments for one or more Impositions, Subordinate Lender may a
collect escrow payments for such Impositions; provided that all payments so
collected by Subordinate Lender will be held in trust by Subordinate Lender to be 0
applied only to the payment of such Impositions.
(h) Certification. Within 10 days after request by Senior Lender, Subordinate Lender
will furnish Senior Lender with a statement, duly acknowledged and certified X
setting forth the then-current amount and terms of the Subordinate Indebtedness, 2
confirming that there exists no default under the Subordinate Loan Documents (or 4-
describing any default that does exist), and certifying to such other information
with respect to the Subordinate Indebtedness as Senior Lender may request. �
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9. Governmental Powers. Nothing in this Agreement is intended, nor will it be construed,
to in any way limit the exercise by Subordinate Lender of its governmental powers
(including police, regulatory and taxing powers)with respect to Borrower or the
Mortgaged Property to the same extent as if it were not a party to this Agreement or the
transactions contemplated by this Agreement.
10. Notices.
U)
(a) Any Notice required or permitted to be given pursuant to this Agreement will be
in writing and will be deemed to have been duly and sufficiently given if(i)
personally delivered with proof of delivery (any Notice so delivered will be
deemed to have been received at the time so delivered), or(ii) sent by a national
overnight courier service (such as FedEx) designating earliest available delivery 0
(any Notice so delivered will be deemed to have been received on the next 2
Business Day following receipt by the courier), or(iii) sent by United States
registered or certified mail, return receipt requested,postage prepaid, at a post E
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office regularly maintained by the United States Postal Service (any Notice so C
sent will be deemed to have been received on the date of delivery as confirmed by c
CL
the return receipt), addressed to the respective parties as follows:
U)
U)
Notices intended for Senior Lender will be addressed to: M
U
NEF Preservation Mortgage Loan Fund I LP
10 South Riverside Plaza
Suite 1700 0
Chicago, Illinois 60606 U)
Attention: General Counsel
with a copy to:
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Kraus Lam LLC
230 West Monroe Street, Suite 2528
Chicago, Illinois 60606
Attention: Edward Lam, Esq.
U-
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Notices intended for Subordinate Lender will be addressed to:
0
Monroe County Comprehensive Plan Land Authority
1200 Truman Avenue, Suite 207
U)
Key West, Florida 33040 0
Attention:
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0
With a copy to:
0
Oropeza Stones Cardenas
221 Simonton Street
Key West, Florida 33030 g
Attention: Gregory S. Oropeza, Esq.
0
(b) Any parry, by Notice given pursuant to this Section 10, may change the person or
persons and/or address or addresses, or designate an additional person or persons
or an additional address or addresses, for its Notices, but Notice of a change of
address will only be effective upon receipt. Neither parry will refuse or reject
delivery of any Notice given in accordance with this Section 10. U
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11. Miscellaneous Provisions. C
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(a) Assignments/Successors. This Agreement will be binding upon and will inure to
the benefit of the respective legal successors and permitted assigns of the parties U)
to this Agreement. No other parry will be entitled to any benefits under this M
Agreement,whether as a third-parry beneficiary or otherwise. This Agreement U
may be assigned at any time by Senior Lender to any subsequent holder of the
Senior Note.
(b) No Partnership or Joint Venture. Nothing in this Agreement or in any of the U)
Senior Loan Documents or Subordinate Loan Documents will be deemed to
constitute Senior Lender as a joint venturer or partner of Subordinate Lender.
(c) Further Assurances. Upon Notice from Senior Lender, Subordinate Lender will
execute and deliver such additional instruments and documents, and will take
such actions, as are required by Senior Lender to further evidence or implement
the provisions and intent of this Agreement.
c
(d) Amendment. This Agreement may be amended, changed, modified, altered or
terminated only by a written instrument signed by the parties to this Agreement or 0
their successors or assigns.
(e) Governing _Law. This Agreement will be governed by the laws of the State inLaw. This Agreement will be governed by the laws of the State in
which the Land is located. X
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(f) Severable Provisions. If any one or more of the provisions contained in this 4-
Agreement, or any application of any such provisions, is invalid, illegal, or 0
unenforceable in any respect, the validity, legality, enforceability, and application 3:
of the remaining provisions contained in this Agreement will not in any way be
affected or impaired.
(g) Term. The term of this Agreement will commence on the date of this Agreement
and will continue until the earliest to occur of the following events:
(i) The payment of all the Senior Indebtedness; provided that this Agreement
will be reinstated in the event any payment on account of the Senior
Indebtedness is avoided, set aside, rescinded or repaid by Senior Lender as
described in Section 2(e) of this Agreement.
(ii) The payment of all the Subordinate Indebtedness other than by reason of 0
payments which Subordinate Lender is obligated to remit to Senior Lender
pursuant to this Agreement.
(iii) The acquisition by Senior Lender or by a third-party purchaser of title to
the Mortgaged Property pursuant to a foreclosure of, deed in lieu of
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foreclosure, or trustee's sale or other exercise of a power of sale or similar C
disposition under the Senior Mortgage. 2
(iv) With the prior written consent of Senior Lender, without limiting the U)
provisions of Section 5(d), the acquisition by Subordinate Lender of title cu
to the Mortgaged Property subject to the Senior Mortgage pursuant to a U
foreclosure, or a deed in lieu of foreclosure, of(or the exercise of a power
of sale under)the Subordinate Mortgage.
0
(h) Counterparts. This Agreement may be executed in two or more counterparts, each U)
of which will be deemed an original but all of which together will constitute one
and the same instrument.
(i) Entire Agreement. This Agreement represents the entire understanding and
agreement between the parties regarding the matters addressed in this Agreement, 0-
and will supersede and cancel any prior agreements regarding such matters.
(j) U-
Authorily. Each person executing this Agreement on behalf of a party to this a
Agreement represents and warrants that such person is duly and validly
authorized to do so on behalf of such party with full right and authority to execute 0
this Agreement and to bind such parry with respect to all of its obligations under
this Agreement.
U)
(k) No Waiver. No failure or delay on the part of any parry to this Agreement in c
exercising any right,power, or remedy under this Agreement will operate as a 2
waiver of such right,power, or remedy, nor will any single or partial exercise of 4-
any such right, power or remedy preclude any other or further exercise of such 0
right,power, or remedy or the exercise of any other right,power or remedy under 3:
this Agreement.
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(1) Remedies. Each parry to this Agreement acknowledges that if any parry fails to
comply with its obligations under this Agreement, the other parties will have all
rights available at law and in equity, including the right to obtain specific
performance of the obligations of such defaulting parry and injunctive relief.
[SIGNATURE AND ACKNOWLEDGMENT PAGES FOLLOW] U
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Subordination Agreement—Governmental Entity Page 15
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year a
first above written. 2
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NEF Workforce Housing Innovation Fund LP, a U
Delaware limited partnership
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Name:
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STATE OF ILLINOIS
COUNTY OF COOK
The foregoing instrument was executed, acknowledged and delivered before me this
day of 2021, by the
of NEF Workforce Housing Innovation Fund LP, a Delaware limited 0
partnership. He / She is personally known to me or has produced
as identification.
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Notary Public, State and County
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Aforesaid 0
Print Name:
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(NOTARIAL SEAL)
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SUBORDINATE LENDER:
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MONROE COUNTY COMPREHENSIVE
PLAN LAND AUTHORITY
Witness Name: a
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Subordination Agreement—Governmental Entity Page 16
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By: a
Witness Name: Name: David P. Rice CL
Title: Chairman
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(CORPORATE SEAL)
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STATE OF FLORIDA
COUNTY OF MONROE:
The foregoing instrument was acknowledged before me by means of physical presence this
day of , 2023 by David P. Rice as Chairman of the MONROE COUNTY
COMPREHENSIVE PLAN LAND AUTHORITY, who O is personally known to me or(�
has produced as identification.
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Subordination Agreement—Governmental Entity Page 17
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CONSENT OF BORROWER C
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Borrower acknowledges receipt of a copy of this Subordination Agreement, dated
20 , by and between and Monroe County U)
Comprehensive Plan Lan Authority, and consents to the agreement of the parties set forth in this cu
Agreement. U
Meridian West Owner LLC,
a Florida limited liability company U)
By: UDG Meridian West LLC,
a Delaware limited liability company,
its sole member
By: U-
Name: Jonathan Gruskin g
Title: Authorized Signatory
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STATE OF 0
COUNTY OF
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The foregoing instrument was acknowledged before me this day of
2023 by Jonathan Gruskin, Authorized Signatory of UDG Meridian West LLC, a Delaware
limited liability company, sole member of Meridian West Owner LLC, a Florida limited liability
company,who O is personally known to me or(� has produced
as identification.
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Subordination Agreement—Governmental Entity Page 18
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EXHIBIT A
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LEGAL DESCRIPTION
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Packet Pg. 1553
MONROE COUNTY
OFFIC:IA:L RECORDS
FILE # 140092E3
BK# 1 9 3 9 PG#4 0 5
RCD Oct 08 2003 10 : 19AM
DANNY L KOLHAGE , CLERK `
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MTG DOC STAMPS 5250 . 00
10/08/2003 DEP CLK
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This Instrument Prepared By
and return after recording to: M
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MEYER&ERSKINE, P.A.
31211 Avenue A
Big Pine Key, FL 33043
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THIS MORTGAGE DEED
Executed the_ day of , 2003 A.D., by MERIDIAN WEST, LTD., a Florida
Limited Partnership,whose address is 2950 SW 27`h Avenue, Suite 200, Suite 200, Miami, FL, 2
33133,hereinafter called the mortgagor, to
0
MONROE COUNTY COMPREHENSIVE PLAN LAND AUTHORITY, a land authority �
under Section 380.0663(1), Florida Statutes, and Monroe County Ordinance No. 031-1986, 0
whose address is 1200 Truman Avenue, Suite 207,Key West, FL, 33040. E
0
hereinafter called the mortgagee(s):
(Wherever used herein the terms "mortgagor" and "mortgagee" include all the parties to this
instrument and the heirs, legal representatives and assigns of individuals, and the successors and
0
assigns of corporation;and the term "note"includes all the notes herein described if more than one).
WITNESSETH,that for good and valuable consideration,and also in consideration ofthe aggregate
sum named in the promissory note of even date herewith, hereinafter described, the Mortgagor(s)
does hereby grant,bargain, sell, alien,remise,release,convey and confirm unto the Mortgagee(s), U
in fee simple, all the certain tract of land of which the Mortgagor is now seized and possessed,and
in actual possession, situate in MONROE County,Florida, viz:
SEE EXHIBIT"A"ATTACHED HERETO AND MADE A PART HEREOF.
THIS IS A THIRD MORTGAGE.
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THIS MORTGAGE IS GIVEN TO SECURE A PROMISSORY NOTE TO MONROE COUNTY AND IS EXEMPT
FROM PAYMENT OF INTANGIBLE TAXES PURSUANT TO FLORIDA STATUTE 199.183.
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TO HAVE AND TO HOLD the same,together with the tenements,hereditaments and appurtenances
thereto belonging, and the rents, issues and profits thereof, unto the mortgagee in fee simple.
AND the mortgagor covenants with the mortgagee that the mortgagor indefeasibly seized of said e
land in fee simple;that the mortgagor has full power and lawful authority to convey said land in fee
simple as aforesaid; that the mortgagor will make such further assurances to perfect the fee simple U)
title to said land in the mortgagee as may reasonably be required; that the mortgagor hereby fully M
warrants the title to said land and will defend the same against the lawful claims of all persons
whomsoever; and that said land is free and clear of all encumbrances.
PROVIDED ALWAYS that if said mortgagor shall pay unto said mortgagee the certain promissory
note hereinafter substantially copied or identified to wit:
SEE EXHIBIT "B" ATTACHED HERETO AND MADE A PART HEREOF.
and shall perform,comply with and abide by each and every the agreements,stipulations,conditions
and covenants thereof, and of this mortgage,then this mortgage and the estate hereby created, shall
cease, determine and be null and void.
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AND the mortgagor hereby further covenants and agrees:
0
1. To pay promptly, all and singular, when due the principal and interest and other sums of
money provided for in said note and this mortgage, or either.
2. To pay all and singular the taxes, assessments, levies, liabilities, obligations, and encumbrances
of every nature on said property each and every, and if the same be not promptly paid the said e
mortgagee may at any time pay the same without waiving or affecting the option to foreclose or any
right hereunder, and every payment so made shall bear interest from the date thereof at the rate of
the highest rate allowable by law.
3. To pay all and singular the costs, charges, and expenses, including lawyer's fees, reasonably
incurred or paid at any time by said mortgagee because of the failure on the part of the said
mortgagor to perform, comply with and abide by each and every the stipulations, agreements,
conditions and covenants of said note and this mortgage,or either,and every such payment shall bear
interest from date at the highest rate allowable by law.
4. To keep the buildings now or hereafter on said land fully insured in a sum of not less than the
highest insurable value to include Fire,Wind and Flood, in a company or companies acceptable
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to the mortgagee,and the policy or policies to be held by,and payable to,said mortgagee,and in the
event any sum of money becomes payable by virtue of such insurance the mortgagee shall have the �
option to receive and apply the same on account of the indebtedness hereby secured or to permit the C
mortgagor to receive and use it, or any part thereof, for other purposes,without thereby waiving or
CL
impairing any equity lien or right under or by virtue of this mortgage,and may place and pay for such
insurance or any part thereof, without waiving or affecting the option to foreclose or any right U)
hereunder, and each and every such payment shall bear interest from date at the highest rate M
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allowable by law.
5. To permit, commit or suffer no waste, impairment or deterioration of said land or the
improvements thereon at any time. 2
6. To perform, comply with and abide by each and every the stipulations, agreements, conditions
and covenants in said promissory note and in this mortgage as set forth.
7. If any sums of money herein referred to be not promptly paid within THIRTY(30)days next after
the same severally becomes due and payable, or if each and every the agreements, stipulations,
conditions and covenants of said note and this mortgage,or either,are not duly performed,complied
with and abided by,the said aggregate sum mentioned in said promissory note then remaining unpaid 0
shall become due and payable forthwith or thereafter at the option of the mortgagee as fully and
completely as if the said aggregate sum of the then remaining balance was originally stipulated to 0
be paid on such day, anything in said note or herein to the contrary notwithstanding.
8. The mortgagee may, at any time while a suit is pending to foreclose or to reform this mortgage
or to enforce any claims arising hereunder, apply to the court having jurisdiction thereof for the
appointment of a receiver, and such court shall forthwith appoint a receiver of the premises and all 0
other property covered hereby, including all and singular the income, profits, rents, issues and
revenues from whatever source derived, and such receiver shall have all the broad and effective
functions and powers in anywise entrusted by a court to a receive and such appointment shall be U)
made by such court as an admitted equity and a matter of absolute right to said mortgagee, and
without reference to adequacy or inadequacy of the value of the property mortgaged or to the
solvency or insolvency of said mortgagor or the defendants, and such income,profits,rents, issues
and revenues shall be applied by such receiver according to the lien of this mortgage and the practice
of such court.
9. Mortgagee, at their expense, shall provide mortgagor with a Satisfaction o f Mortgage, in
recordable form upon receipt of full payoff of this mortgage and note. ..
10. If all or any part of the subject property or any interest in it is sold or transferred, then this
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mortgage and the note which it secures shall be immediately due and payable at the option of the
mortgagee. -
11. Neither the Mortgagor nor any of its partners shall have any personal liability for the
payment of any portion of the indebtedness evidenced by this Mortgage. In the event of default
by the Mortgagor under this mortgage the sole remedy of the Mortgagee shall be limited to U)
exercising its rights under the mortgage to foreclose upon the property secured hereby but shall M
not include a right to proceed directly against the Mortgagor or any of its partners.
SIGNATURE APPEARS ON FOLLOWING PAGE
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4-
IN WITNESS WHEREOF, the said mortgagor has hereunto signed and sealed these presents
the day and year first above written.
CL
W' es: U)
MERIDIAN WEST, LTD., a Florida limited cu
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partnership
Print flame: By: TCG MERIDIAN WEST, INC., a Florida
corporation, as sole general a
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STATE OF FLORIDA )
)SS:
COUNTY OF MIAMI-DADE )
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Sworn to and subscribed before me this day of a , 2003,
by Luis Gonzalez, as Vice President of TCG MERIDIAN, WEST INC., a lorida corporation, as
sole general partner of MERIDIAN WEST, LTD., a Florida limited nership, who is
personally known to me.
Print or Stamp Name: 0
Notary Public, State of Florida
Commission No.: ,►wo(, Patricia K Green
My Commission DD216878
My Commission Expire
a Explres May 28,2007
G:\W-PKG\34756\058Uand-auth-mort.wpd )
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EXHIBIT"A"
Legal Description
Parcel 3, of DOG TRACK PARCELS CONDOMINIUM, according to the Declaration of
4-
Condominium thereof,recorded in Official Records Book 1895, Page 2039, of the Public Records 0
of Monroe County, Florida.
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FORMERLY DESCRIBED AS: U)
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Aportion of Lots 6,7,8,9, 10, 11, 12 and 13,all as originally platted,and adjacent filled baybottom, U
Block 57, "All of Lots 1, 2, 3, 5, 6, Section 35; Lot 2, Section 36; Lot 3, Section 26, Lot 2, Section
34, Stock Island,Township 67 South,Range 25 East",as recorded in Plat Book 1,at Page 55,of the
Public Records of Monroe County, Florida and being more particularly described as follows:
2
t)
Commence at the Northwest corner of said Block 57,being the intersection of the Easterly Right-of-
Way Line of Fifth Street and the Southerly Right-of-Way Line of Fifth Avenue; thence South
83'56'00" East along the said Southerly Right-of-Way Line of Fifth Avenue for 905.50 feet to the
Point of Beginning; thence continue along the said Southerly right of way line of Fifth Avenue for
a distance of 110.50 feet, thence South 06'04'00" West for a distance of 213.00 feet; thence South
83'56'00" East for a distance of 108.50 feet; thence South 06'04'00" West for a distance of 35.00 z
feet; thence South 83'56'00" East for a distance of 75.50 feet; thence South 06'04'00" West for a it
distance of 452.00 feet; thence North 83'56'00" West for a distance of 700.00 feet to the easterly U)
right of way line of Shrimp Road; thence North 06'04'00" East and along the said easterly line of E
Shrimp Road for a distance of 559.00 feet;thence South 83'56'00"East for a distance of 405.50 feet;
thence North 06'04'00" East for a distance of 141.00 feet to the said Southerly right of way line of
Fifth Avenue and the Point of Beginning.
0
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PROMISSORY NOTE
$1,500,000.00 September 3, 2003
FOR VALUE RECEIVED, the undersigned jointly and severally promise to pay to the order of
MONROE COUNTY COMPREHENSIVE PLAN LAND AUTHORITY at 1200 Truman
Avenue, Suite 207, Key West, FL, 33040, or at such other place as the holders hereof may '
T-
designate in writing, the principal sum of One Million Five Hundred Thousand and 00/100
Dollars ($1,500,000.00),with interest at the rate of 0 percent per annum, principal and interest
payable in a single installment fifty(50) years from the date of this note herein. The right is
reserved to the makers of this note to prepay the same, or any part thereof, without penalty and
with corresponding abatement of interest.
M
It is agreed that time is of the essence of this note and that in the event of default, the holders of
this note may, at their, his, her or its option, elect to declare the entire balance of principal then
remaining unpaid as immediately due and payable.
2
The maker(s) and endorser(s) of this note hereby agree to waive demand, notice of nonpayment
and protest, and in case suit shall be brought for the collection hereof, or the same has to be
collected upon demand of an attorney, to pay reasonable attorney's fees to the prevailing party for
making such collection, and/or for attorney's fees and costs incurred by the payee(s), holder(s), or
makers hereof, in prosecuting or defending litigation to effect collection.
Failure by payee(s) or holder(s) to exercise any right available hereunder upon default shall not z
constitute a waiver of the right to exercise same in the event of any subsequent default. 0
U)
A
This promissory note is secured by the lien of a mortgage deed upon real estate situated in the 0
State of Florida, and it, together with the mortgage deed securing same, is to be construed in
accordance with the laws of the State of Florida.
Neither the Maker nor any of its partners shall have any personal liability for the payment of any
portion of the indebtedness evidenced by this Note. In the event of default by the Maker under
this note the sole remedy of the holder shall be limited to exercising its rights under the Mortgage
to foreclose upon the property secured thereby but shall not include a right to proceed directly leg
against the maker or any of its partners.
MERIDIAN WEST, LTD., a Florida Limited Partnership U)
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BY: TCG MERIDIAN WEST, INC., a Florida Corporation
and sole gener ners i
BY: MONROE COUNTY
Luis nzalez, ice Pre nt of OFFICIAL RECORDS
Meridian W t, Inc. rida Corporatio
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PROMISSORY NOTE
$1,500,000.00 September 3, 2003
FOR VALUE RECEIVED, the undersigned jointly and severally promise to pay to the order of
MONROE COUNTY COMPREHENSIVE PLAN LAND AUTHORITY at 1200 Truman
Avenue, Suite 207, Key West, FL, 33040, or at such other place as the holders hereof may
designate in writing, the principal sum of One Million Five Hundred Thousand and 00/100
Dollars ($1,500,000.00), with interest at the rate of 0 percent per annum, principal and interest
payable in a single installment fifty(50) years from the date of this note herein. The right is
reserved to the makers of this note to prepay the same, or any part thereof, without penalty and
with corresponding abatement of interest. U)
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It is agreed that time is of the essence of this note and that in the event of default, the holders of
this note may, at their, his, her or its option, elect to declare the entire balance of principal then
remaining unpaid as immediately due and payable.
2
The maker(s) and endorser(s) of this note hereby agree to waive demand, notice of nonpayment
and protest, and in case suit shall be brought for the collection hereof, or the same has to be
collected upon demand of an attorney, to pay reasonable attorney's fees to the prevailing party for
making such collection, and/or for attorney's fees and costs incurred by the payee(s), holder(s), or
makers hereof, in prosecuting or defending litigation to effect collection.
0
Failure by payee(s) or holder(s) to exercise any right available hereunder upon default shall not
constitute a waiver of the right to exercise same in the event of any subsequent default. 0
A
This promissory note is secured by the lien of a mortgage deed upon real estate situated in the
State of Florida, and it, together with the mortgage deed securing same, is to be construed in
accordance with the laws of the State of Florida.
Neither the Maker nor any of its partners shall have any personal liability for the payment of any
portion of the indebtedness evidenced by this Note. In the event of default by the Maker under 0
this note the sole remedy of the holder shall be limited to exercising its rights under the Mortgage
to foreclose upon the property secured thereby but shall not include a right to proceed directly
against the maker or any of its partners. U)
MERIDIAN WEST, LTD., a Florida Limited Partnership
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BY: TCG MERIDIAN WEST, INC., a Florida Corporation
and sole gener a ners i
BY:
Luis nzalez, ice Pre o
Meridian W t, Inc. rida Corporatio
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