06/21/2023 LURA Agreement Doe#2422625 Bk#3231 Pg#628
Recorded 6/22;2023 4:46 PM Page I of I I
THIS INS".['R()MEN'I'IIREIIAIZ'I.'D
BY AND RE"'FURNTip:
MONROE COUNIN SHIP Ol,'I--I(,,E Filed and Recorded in Official Records of
1100 SINIONTON STREET MONO ROE COUNTY KEVEN NtADOI<,CPA
KEY WES'l-,FFORIDA 33040
......................------- .........____ ..... ...
ABOVE SPACIERESERVED FOR Rff,,'ORWNG PURPOSES ON1,Y
LAND USE RESTRICTION AGREEMENT
BETWEEN
MONROE COUNTY STATE HOUSING INITIATIVES PARTNERSHIP PROGRAM AND
MONROE COUNTY HOUSING AI.JTHORITY—SCATTERED SITES
This LAND USE RESTR
4C'TION AGREEMENT (hereinafter called the "AgI-eement") is
n'iade and entered into thisflay of::,)4_r ---, 2023, between the MONROE COUNTY
HOUSING AUTHORITY, a_Public body corporate and politic created, organized and existing Linder
the laws of the State of Florida (hereinafter called the "Developer") and Monroe County, a political
subdivision of the State offlorida, existing under the laws of the State of Florida (hereinafter called
tile "County").
WITNESSETH
WHEREAS, the County has been designated by the State as the allocating authority for State
Housing Initiatives Partnership (SHIP) Program Funds land has approved funding for Monroe County
Housing Authority, through the Countys SHIP Program (as hereinafter defined), and the applicable
rules of Florida Housing related thereto as codified in Florida Administrative Code, Section 67,37 (the
"'Rule"), for the purpose ofdcveloping low-income rental housing in BIG PINE KEY and CONCH
KEY, to be known as the "Project", located in Monroe County, Florida and the legal description as
follows:
Legal Description Exhibit "A" Attached
WHEREAS, the County has agreed Linder certain conditions to issue as deferred forgivable
loan using SHIP funds to provide financing for downpayment toward the purchase and construction
of iriodular homes which will becorne affordable rental housing for very low and low-income pet-sons
located in Monroe County, Florida, as depicted in Exhibit A, to be occupied by eligible persons as
described Article 2.02 and 2.03 of the Agreement,
WHEREAS, in addition to any other requirements the County iriay impose incident to its
mortgage, the Developer has agreed that all housing units shall be leased, rented, or made available
on a continuous basis lor rental to very low and low-income persons.
WHEREAS, this Land Use Restriction is intended to ensure that the property be used in
accordance with the SHIP Program,
NOW, THEREFORE, in consideration of*the mutual covenants set forth herein and other
good and valuable consideration, the receipt and sufficiency of`which is hereby acknowledged, tile
County and the Developer do hereby contract anti agree as follows:
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AGREEMENT
ARTICLE I. DEFINITIONS
Definitions and Intei-pretations. Unless otherwise expressly provided herein or unless the context
clearly requires otherwise, the following terms shall have the respective means set fiortil below for all.
purposes of this Agreement:
"Applicant" means any public entity, private not-for.-protit or fear-profit spotisor or developer
who wislies to provide housing affordable to very-low, low-income persons or fianniliCS pursuant to
the provisions of the SHIP Program and who is requesting a loan from Monroe County for Such
Project.
,,Land" means the real property described in E�xliibit "A"" attached hereto and made as part
hereof ,,Loan" means tile mortgage loan firom Monroe Courity as lender to the Developer as borrower
with respect to the Project to be made in accordance with the Notes, the SHIP Affiordable Rental
Development Agreement, if required and secured by the Mortgage for the purpose of financing the
Construction or substantial rehabilitation ofthe Project.
"Loan Documents" means this Agreement, the Mortgage, the Notes, the SHIP Aff'ordable
Rental Development Agreement iff-CC]LUred, and all other documents evidencing or securing Monroe
County
"I,oaii Agreement" means that certain SHIP Affordable I�ental Development Agreement
dated of even (late herewvitli, between the Developer and. Monroe County if required.
"Mortgage" shall mean the Mortgage and Security Agreement of even date herewith from the
Developer in favor of Monroe County granting,as second priority mortgage lien on and security interest
in the Land, the Project and the rents and income flierefrom and Securing the obligation of the
Developer under the SHIP Affordable Rental Development Agreement if required and the Notes, as
amended and supplemented from time to time.
"Notes" means collective]),, the two Promissory Notes, each in the amount ofS220,000,00,
froin the Developer as payor and Monroe County as payee thereunder, evidencing the Loan, as the
same may be amended or supplemented ftom time to time.
"Project" means the buildings, equipment and improvements now existing and/or to be
constructed on the Land.
"SHIP Program" shall mean the County's Local Flousiug, Assistance Plan (1,11AP), adopted
pursuant to the Rule and contemporaneously In effect.
"Ternis of this Agreement" means the term determined pursuant to Article IX hereof.
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ARTICLE II.AFFORDABLE RESIDENTIAL REN'rAL PROJECT
Monroe County and the Developer hereby declare their utiderstanding and intent that,during the'fern
of this Agreement, the Project is to be owned, managed, and operated according to the term-is and
conditions of the SHIP Program, this Agreement, the Mortgage and Notes and the SHIP Affordable
Rental Development Agreement. To that end, the Developer hereby represents, covenants, and agrees
as follows:
2,01 The Project is being constructed for the purpose of providing rental housing, and the
Developer, its successors or assigns, shall own, manage, and operate the Project as low and very low-
income rental housing in accordance with the SHIP Program and provisions contained herein.
102 During the Terni of this Agreement, two (2) units shall be classified as SHIP Assisted
Units for occupancy by persons or farnilies having incornes at initial occupancy at or below twenty-
five percent (25%) of the area median gross income, and eighteen (18) units sliall be classified as
SHIP Assisted Units for occupancy by persons or families having incomes at initial occupancy at or
below eighty percent (80%) of the area inedian gross income, adjusted for family size for the County
("Area Median Income") as determined by HUD.
2.03 '"nic Annual Gross Income, as defined by the SHIP Program, must be used and the
SHIP Program income limits cannot be exceeded, The Owner shall inaintain complete and accurate
hreorne records pertaining to each tenant occupying a SHIP assisted unit. Onsite inspections may be
conducted upon reasonable prior written notice. An annual report, as required by the SHIP Program,,
shall be completed to verily compliance with tenant income, rents, and the minimum property
standards as stated in the Rule, as they may be amended from time to time, which report may be the
annual monitoring report provided on behalf' of Florida Housing, All housing units are subject to
occupancy affiordability limits established for SHIP assisted rental units on an annual basis.
2.04 Developer shall construct the following; units:
There are twenty (20) units in total. Ten (10) units iii Couch Key, ten (10) units in Big
Pine Key. The unit mix is as follows per site:
One(1)ADA unit consisting of one(1)bedroom/one bath in an elevated building, that
is handicapped accessible.
Eight (8) one (1)bedroom/one bath units, located within eight (8) elevated buildings.
One (1) two (2) two-bedroorriJone bath unit, located within one (1) elevated building.
2.05 During the Term of this Agreement the Developer will not convert the Project to
condominium ownership,
2,06 The Developer shall annually recertify the gross income of all persons occupying SHIP
Assisted Units pursuant to the SHIP Program requirenients. Upon recertification of annual income, a
tenant may remain in a SHIP Assisted Uriit so long as such tenant's annual income at the time of
recertification does not exceed the lesser of the maximum annual income permitted under the Ship
Program or the Developers Affordability Policy. Rental Units assisted with SHIP funds shall be
maintained in compliance with local building code requirements for the duration of the affordability
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period. The Owner shall cooperate with the County by allowing oil-site inspection of'SHIP assisted
units for compliance Nvith local code requirements.
'Elie provisions of Article 11 shall remain in effect during the Term ofthis Agreement; provided
however, that after Forgiveness of the Note in full, the Developer may be discharged, from its
obligations under Article 11 and III hereof to the extent that the same are assumed by any successor in
interest to the Developer pursuant to Article VIII hereof.
ARTICLE 111. COMPLIANCE WITH SHIP PROGRAM REQUIREMENTS
In order to comply with Florida Housing Finance Corporation's rules and regulations thereunder, the
Dcveloper hereby covenants and agrees that, during the Term of this Agreement:
3.01 The SHIP Assisted Units in the Project shall be set aside for persons and families whose
incomes at initial occupancy are equal to or less than the respective amounts specified in Paragraph
2.02 of this Agreement. Upon recertification of annual income, a tenant may remain in a SHIP
Assisted Unit so long as Such tenant's annual income at the time of recertification is in compliance
with Paragraph 2.06 of this Agreement. These set-asides shall remain in eftbet for 15 years from the
date that the first residential unit in the Project is occupied,
102 The Devc1oper and its successors in interest shall at all times operate the Project in
conformity with all statutes, rules, and regulations of the SHIP Program and the State which may be
applicable to the Project.
ARTICLE IN7. INDEMNIFICATION
The Developer hereby covenants and agrees that it shall indemnify and hold harmless Monroe County
and its officials, employees, and agents, from and against (1) any and all servants, employees, or
licensees in connection with the Loan Documents or(lie Project; and(ii) all reasonable costs, Counsel
fees, expenses or liabilities incurred in connection with any such claim or proceeding brought thereon.
In the event that any action or proceeding, is brought against the County, or any of its officials,
employees, or agents with respect to which indemnity may be sought hereunder, the Developer, upon
written notice from the indemni fied party, shall assume the investigation and defense thereof including
the employment of`counsel and the payment of all expenses. The indemnified party shall have: the
right to participate in the investigation and defense thereof and may employ separate counsel at its
own expense. The Developer shall have no obligation to indemnify Monroe County for Monroe
County's oNvil negligence Or willful misconduct. Nothing herein shall be deemed to make the
Developer or its partners, niernbers, trustees, or directors personally obligated to pay the loan
evidenced by the Note or any deficiencies in connection therewith.
ARTICLE V. CONSIDERATION
In addition to other purposes, Monroe County has authorized and issued a loan to the Developer as all
inducement to the Dcveloper to operate the SHIP Assisted Units in the Project for the benefit of
persons or families whose incomes are cqual to or less than the amounts specified in Paragraph 2.02
and 2,06 of this Agreement, for 15 years, In consideration of the issuance of the Loan by Munroe
County for the foregoing purposes, Monroe County and the Developer have entered into this
Agreement.
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ARTICLE V1. RELIANCE
In performing its duties hereunder, Monroe County may rely upon statements and certificates ofthe
Developer and tenants of the project believed to be genuine and to have been executed by the proper
person or persons, and upon audits of the books and records ofthe Developer pertaining to occupancy
of the Project. In addition, Monroe County 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
Monroe County in good faith and in conformity with the opinion of such counsel.
ARTICLE \711. PROJECT WITHIN fl.,imiTs OF MONROE COUNTY
The Developer hereby represents and warrants that the Project as of the date hereof is located entirely
within the limits cif Monroe County.
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ARTICLE VIII. SALE, rRANSFER OR REFINANCING OF PROJECT
The Loan shall be assumable upon the sale, transfer or refinancing of the Project, subject to the
fbIlowing,conditions:
8.01 The proposed owner meets all specific sponsor identity criterion (as specified in the
Rule) which were required as conditions of the Loan,
8 02 The proposed owner agrees to maintain all set-asides and other requirements of the
Loan for file period originally specified,
8.03 A Developer that offers rental housing for sale before the 15-year period MUSt give a
first right of refusal to eligible nonprofit organizations for purchase at the current market value flor
continued occupancy by eligible persons.
In the event the above-stated conditions are not met, the Loan as to both principal and interest
shall be due in full upon the sale, transfer or refinancing of the Project,
ARTICLE IX. 1 1 ERM
This Agreement shall becorne effective upon its execution and shall remain ill Full force and effect for
a period of fifteen (15) years from the date the first unit is occupied. Upon the end of the Term ofthis
Agreement, this Agreement shall terminate, the loan shall be forgiven provided the Developer is not
in default, and the Developer shall have no obligations hereunder afier such (late. Such termination
shall be at,ItOnlatiC, and a Notice of Termination shall not be required to be recorded in the public
records of`Monroe County to document SLICII termination.
ARTICLE X. ENFORCEMENT
The benefits of this Agreement shall inure to, and maybe enforced by, the County for the duration of,.
the Agreement, whether or not the County shall continue to be the holder of the Mortgage, whether or
not the project loan may be paid in full, and whether or not any bonds issued for the purpose of
providing funds for the pro9ect, are outstanding. The Developer warrants that it has not, and will not,
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execute any other agreetrient with provisions contradictory to, or in opposition to, the provisions
hereof;
and that, in any event, the requirerrients of this Agreement are paramount and controlling as to
the rights and obligations herein set forth and supersede any other requirements in conflict herewith.
However, this shall not preclude the County front subordinating its loan to construction financing.
If the Developer defaults in the performance of its obligations under this Agreemcnt or breaches any
covenant, agreement or warranty set forth in this Agreement, and il'such default remains uncured for
a period of thirty (30) days after notice thereof shall have been given by the County to the Developer-
(or for in extended period approved by the County if such default stated. in such notice can be
corrected,but not within Such thirty (30) day period, and if the Developer commences such correction
within such thirty (,30) (Jay period, and thereafter diligently pursues the saute to completion within
such extended Period), then the County may take any lawful action, whether for specific performance
of any covenant in this Agreement or such other remedy as may be deemed most effective by the
County to enforce the: obligations of the Owner with respect to the Project. It' a default by the
Developer tinder this Agreement is not timely cured,the County may institute lbreclosure proceedings
against the Project, but only as provided in the Mortgage.
Notwithstanding any of the foregoing, the Count),will have the right to seek specific perf6rinance of
any of the covenants and requirements of this Agreement concerning the rehabilitation and operation
of the Project.
ARTICLE XL RECORDING AND FILING: COVENANTS TO RUN WITH LAND
11.01 Upon execution and delivery by the Developer, the Developer 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 Monroe County may reasonably
request, and shall pay all fees and charges incurred in connection therewith, including. without
limitation, all documentary stanil) tax, intangible tax or any other excise taxes which may be
due and payable in connection with the transaction conternplated by the Loan Documents,
11,02 This Agreement and the covenants contained herein shall run with the ].and and shall bind, and
the benefits shall inure to,respectively,the Developer and Monroe County and their respective
successors and assigns during the Terry) of this Agreement,
ARTIC'LE XIL PRIORITY OF AGREEMENT
In the CIVC11t of 1101-CCIOSUre and sale of the Project,or receipt ofa deed in lien of foreclOSUrc pursuant
to it defiault under this Mortgage or the First Mortgage, this Agreement shall be 111,111 and void and of
no further force and effect.
ARTICLE XIII. GOVERNING LAW
This Agreenictit shall be governed by and construed in accordance with the, laws of the State of
Florida, with respect to both substantive rights and with respect to procedures and remedies.
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ARTICLE :MINI. NOTICE AND EFFECT
All notices and other communications to be made or pen-nitted to be iriadc hereunder shall be in writing
and shall be delivered to the addresses shown below Or to such other addresses that the parties may
pi-ovicieto cane ,,iiiotliei°itiaccoi-danceliei-ewith. Such notices and other COMMU11i cations stial I be given
by any of the Following nicans: (a) personal service; or(b) national expi-ess air com-iei', provided such,
courier maintains written verification ofaCtUal delivery.
Monroe County
1100, Simonton Street 2-205
Key West, Florida 33040
Attn: Roman Gastesi, County Administratot-
305-292-4442 —plione
305-292-4544 - facsimile
Monroc County
1100 S iii-ionton Sti-eet -25 7
Key West, Floi-ida 33040
Attn: Sheryl Graham, SHIP Administrator
305-292-45 10 —phone
305-2925-4359— facsin-ifle
wr—afi,
Monroe County HOLIsing Authority
1400 Kennedy Drive
Key West, Florida 33040
Attn: Randall Sterling, Executive Dii-ector
305-296-5621 —phone
305-296-0932—facsimile
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Monroe COUnty Attorney's Office
I I I I 121h Street, Suite 408
Attn: Christina Cory, Escl.
Co rimij a.(&monmeco y
Any party may change said adclress by giving the other parties hereto Notice of'such change
of address in accordance with the foregoing provisions,
ARTICLE XV, MISCELLANEOUS
15,01 Unless the context clearly requires otherwise, ,N,,oj-ds of the masculine gender shall be
construed to Include correlative Nvoi-ds of`the feminine and IIeLfter genders and vice versa, an(I
woi-ds of' the singular number shall be constmed to include correlative words of the IflUral
number and vice versa. This Agreement and all the ternis and provisions hereof shall be
construed to, effectuate the puiposes set forth herein and to sustain the validity hereof'.
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15.02 The meaning, construction and interpretation of all terms and phrases used in the recitals of
this Agreement shall be determined by reference to Article I of this Agreement. """:lie 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.
15.03 If' any provision of' this Agreement shall be invalid, illegal, or unenforceable, the validity,
legality and enfbrecability of the remaining portions shall not in any way be affected or
impaired,
15.04 This Agreement may be simultaneously executed in 1111.1hiple counterparts, all of`which shall
constitute one and the same instrument and each of which shall be deemed to be an original.
ARTICLE XV1. LIMITATION ON LIABILITY OF DEVELOPER
Notwithstanding anything contained in this Agreerfient to the contrary, Monroe COUnty
acknowledges and agrees that the liability and obligations ofthe Developer hereunder shall be Bruited
to the Development and the revenues derived from the operation or transfer of the Development.
Notwithstanding anything contained herein to the contrary, nothing in this Agreement shall be
deemed or construed as a waiver of any privilege, defense, ininaunity, or other protection which rnay
be available to Developer or the County under the doctrine of sovereign immunity, or the limitations
of liability contained in Section 7'68.28, Florida Statutes, Likewise, any elmin for indemnity against
Developer brought under this Agreement shall, to the extent applicable, comply with the procedural
reqUiren-ients and/or pre-suit conditions contained in Section 768,28, Florida Statutes, The Developer
does not have any taxing powers,
lRentainder of page intentionally left blank)
IN WITNESS WHEREOF, Monroe County and the Developer have caused dais Agreement
to be signed, sealed, and attested on their behalf by duly authorized representatives, all as of the date
spccified below.
ATTEST: MONROE COUNTY HOUSING AUTHORITY,
IV
DEVEI. IR
witil. ignatiO My: Aaron Castillo, Chainnan
Print Name Date
STATE OF FLORIDA
COUNTY OF MONROE
Subscribed and sworn to (or affirmed) before me, by means ofV/physical presence or 0 online
notarization, on astillo, as Chairinall of the Monroe
(date) Aaron C,
County Housing Authority, They are Personally known to me or have produced
type of identification)
as identification.
LISSETTE CUERvo cAREy
Commisslon#Mai347896
NbfARY PUBLIC Expires January 28,2027
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IN WITNESS WHEREOF, Monroe County and the Developer have caused this Agreement
to be signed, seated, and attested on their behalf by duly authorized representatives, all as of the date
specified below.
WITNESS: i'vIONROE COUNTY, FLORIDA, a
political subdivision of the State of Florida
� 4/
l 'inte Name: L. 9: :-
Holly Me Raschein Mayor Pr'o em
Date:
STATE OF FLORIDA
COUNTY OF MC)NROE
Subscribed and sworn to (or affirmed) before nee, by means, of physical presence or ®I online
notarization, on 1p. (date) . 1 le/She is er" a ' or has
produced j
.. (type of identification) as
identification.
CopjE W EL r
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PA, CLERK BOARD OF COUNTY COMMISSIONERS
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Approved as to,formta,md legal sufficiency
tw luist 3a Cl m'y Assdstmit CountV Attoinev°
Data:6,16.2:3
10
tXN|BIT"N'
Leasehold Estate created by Lease dated July 17,2819 between The Board od County Commissioners of Monroe County,
Florida, Lessor,and The Monroe County Housing Authority, Lessee, and recorded December 31' 2019 in,Official Records
Book 3801, page 2030/ as amended by First Amended Lease recorded January Z1' 2020im Official Records Book 3004,
Page 1128 and Second Amended Lease recorded January 21, 2020 in Official Records Book 3004,Page 1176,of the Public
Records of Monroe County, Florida, demising for term of years,the following property,to wit:
Parcel 1:
Lots 1, 2,3, and4^ Mock 22,Sands 9ubdrOsion, according t*the map or plat thereof, as recorded in Plat Book 1, Page(s)
65,of the Public Records of Monroe County, Florida,
Parcel 2�
AUU of Lot 13, the Emsterly3O feet of bd 14, the Easterly 39 feet ofbt 30 and A!U of boi31 of CONCH KEY being
combination of the following two Parc6s of Land:A Part of Lots 13 and 30 and All of Lot 31 of CONCH KEY,as recorded
in Plat Book 2,Page 130,of the Public Records of Monroe County,Florida,and being more partiUdarly described by metes
and bounds asfollows:
Commencing at the Northeast corner of Lot 31,said corner to be known as the POINT OF BEGINN ING of the Tract of Land
hereinafter described, bear North 66~ 45' West, along the Southerly Right-of-Way line of North Conch Avenue, 13195
feet; thence bear South 23~15'VVest' 70 feet-,thence bear North 66~45'West, 39 feet; thence bear South 23' I5'VVest,
70 feet tm the Northeasterly Right-of-Way line of South Conch Avenue/ thence bear South 66'45' East, 36.82 feet tothe
Northerly Right-of-Way line afU.S. Wghway No. 2;thence.bear North 69`D5'East, along the Northerly Right-ofWmyline
ofU.5. Highway No. 1,190,9]feet; thence ina Northerly direction,7.48feet, back io the POINT QFBEGINNING;
AND
A Parcel of Land in a Part of Lots 13 and 14 of CONCH KEY, as recorded in Plat Book 2, Page 130,of the Public records of
Monroe County, Florida, arid being more particularly described by metes and bounds asfoUows�
Commencing at the.Southwest corner mf Lot t4' bear South 66~45' East, along the Northerly Kight'of-VVay fine of South
Conch Avenue, 70feet to the POINT OF BEGINNING of the Parcel of Land hereinafter described; from said Point of
Beginning, bear North 23' 15' East, 7D feet; thence bear South 66~45' East, SZ feet; thence bear South 23' 15'VVest 70
feet to the Northerly Right-of-Way |ioo of South Conch Avenue; thence bear North 66' 45' West, along the Northerly
Right-of-Way line of South Conch Avenue,52 feet, back to the POINT OF BEGINNING.
Parcel 3:
The West 70 feet ofLot 14, CONCH KEY SUBDIVISION, according mthe Plat thereof, recorded in PAat Bonh2, Page 130\
of the Public Records mf Monroe County, Fllurida.Said parcel of land being more particularly described as follows,to wit:
At the Point of Beginning commence at a point on the North Right-of-Way line of South Conch Avenue and the Southwest
corner of Lot 14, Conch Key Subdivision,according to the Plat thereof as recorded [n Plat Book 2, Page 13O'mf the Public
Records of Monroe County, Florida; Thence run in a Northertydieexion along the West boundary line of Lot 14for a
distance of 70 feet to the Northwest corner of said Lot 14;Thence proceed at a right angle along the Northern lot line of
Lot 14 for a distance of70feet to a point;Thence at a right angle and running parallel with the East lot line of Lot 14, run
a distance of70 feet to a point on the South lot line of Lot 14'and on the North Right-of-Way line of South Conch Avenue
said point being 7O feet from the Point of Beginning; Thence at a right angle proceed in a Westerly direction along the
South lot line of Lot 14a distance of7Q feet back t*the Point of Beginning.