Item H4 114
BOARD OF COUNTY COMMISSIONERS
COUNTY of MONROE �� i Mayor Holly Merrill Raschein,District 5
The Florida Keys Mayor Pro Tern James K.Scholl,District 3
Craig Cates,District 1
Michelle Lincoln,District 2
' David Rice,District 4
Board of County Commissioners Meeting
November 19, 2024
Agenda Item Number: H4
2023-3230
BULK ITEM: Yes DEPARTMENT: County Land Acquisition And Land
Management
TIME APPROXIMATE: STAFF CONTACT: Cynthia Guerra
AGENDA ITEM WORDING: Approval of First Amendment to a 99-year Ground Lease between
Monroe County and Habitat for Humanity of Key West and Lower Florida Keys, Inc., a Florida not for
profit corporation Lot 8, Block 1, Amended Plat of The Ladies Acre (PB 5-96); Parcel ID# 00222830-
000000; 28249 Julia Avenue f/k/a 26249 Julia Avenue, bay side of Little Torch Key near mile marker
28.
ITEM BACKGROUND:
This subject property was purchased by the Monroe County Land Authority in July 2022 and conveyed
the parcel to Monroe County in November 2023. Monroe County entered into a lease agreement with
Habitat for Humanity of Key West and the Lower Florida Keys, Inc. in December 2023. The parcel
will be developed as an owner-occupied affordable housing unit. The Lease needs to be amended to
clarify the obligations related to construction bond requirements with respect to construction costs
pursuant to Florida Statute Section 255.05. Habitat for Humanity of Key West and the Lower Florida
Keys, Inc. has reviewed and agreed with the proposed amendment.
Section 7.01 of the Lease is being amended as follows:
Section 7.01 No Lien. Neither the Lessee nor any Sublessee shall have the power to subject the
interest of the Lessor in the Demised Premises to any mechanic's or materialmen's lien of any kind.
Lessee shall provide to Lessor prior to initiating construction a construction bond in accordance with
Florida Statute Section 255.05 covering the cost of construction authorized hereunder. In the event that
Lessee chooses to improve the Premises by way of modular construction, then in such event, Lessee
shall not be required to post a bond in accordance with Florida Statute Section 255.05 so long as the
cumulative site development and construction costs do not exceed the sum of Two Hundred Thousand
and 00/100 Dollars ($200,000.00) and the modular home being delivered to the Premises is paid for in
full by Lessee prior to leaving the modular construction factory.
PREVIOUS RELEVANT BOCC ACTION:
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October 18, 2023, the Board approved Agenda Item F.5.Resolution 489-2023 accepting conveyance
from MCLA of subject property to Monroe County for affordable housing development subject to a
Land Use Restriction Agreement (LURA).
December 13, 2023, the Board approved Agenda Item F.3. a 99-year Ground Lease between Monroe
County and Habitat for Humanity of Key West and Lower Florida Keys, Inc., a Florida not for profit
corporation Lot 8, Block 1, Amended Plat of The Ladies Acre (PB 5-96); Parcel ID# 00222830-
000000; 26249 Julia Avenue, bay side of Little Torch Key near mile marker 28.
INSURANCE REQUIRED:
Yes
CONTRACT/AGREEMENT CHANGES:
Insurance to be provided once lease is to begin.
Section 7.01 of the Lease is being amended as follows:
Section 7.01 No Lien. Neither the Lessee nor any Sublessee shall have the power to subject the
interest of the Lessor in the Demised Premises to any mechanic's or materialmen's lien of any kind.
Lessee shall provide to Lessor prior to initiating construction a construction bond in accordance with
Florida Statute Section 255.05 covering the cost of construction authorized hereunder. In the event that
Lessee chooses to improve the Premises by way of modular construction, then in such event, Lessee
shall not be required to post a bond in accordance with Florida Statute Section 255.05 so long as the
cumulative site development and construction costs do not exceed the sum of Two Hundred Thousand
and 00/100 Dollars ($200,000.00) and the modular home being delivered to the Premises is paid for in
full by Lessee prior to leaving the modular construction factory.
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
First Lease Amendment 28249 Julia ca 26249 Julia.pdf
BOCCLease26249JuliaAveOR3256-1408.pdf
BOCCResol489-2023.pdf
2024 11 COI Habitat Signed 4 1 2025.pdf
FINANCIAL IMPACT:
N/A
2318
FIRST AMENDMENT TO LEASE AGREEMENT
THIS FIRST AMENDMENT TO LEASE AGREEMENT ("Amendment") is entered into as of
this day of , 2024 ("Amendment Date"), by and between HABITAT
FOR HUMANITY OF KEY WEST AND LOWER FLORIDA KEYS, INC., a Florida not for profit
corporation ("Lessee"), and MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
("Lessor") (Lessee and Lessor being, collectively,the "Parties").
WITNES SETH
WHEREAS, Lessor and Lessee are the Parties to that certain Lease Agreement dated December
13, 2023 ("Lease"), for the lease of the property located at 28249 Julia Avenue, Little Torch Key, Florida
33042, formerly known as 26249 Julia Avenue, Little Torch Key, Florida 33042, as more particularly
described in the Lease ("Premises"); and
WHEREAS, the Parties wish to amend the Lease, on the terms and provisions of this Amendment,
to clarify the obligations related to construction bond requirements with respect to construction costs
pursuant to Florida Statute Section 255.05.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
I. Recitals, Definitions. The foregoing recitals are true and correct and are incorporated herein by
reference. Unless expressly provided otherwise, capitalized terms used herein shall have the meanings
ascribed to them in the Lease.
2. Amendment to Article VII. The Lease is hereby amended, to reflect the following changes to
Section 7.01 of the Lease.
Section 7.01 No Lien. Neither the Lessee nor any Sublessee shall have the power to
subject the interest of the Lessor in the Demised Premises to any mechanic's or
materialmen's lien of any kind. Lessee shall provide to Lessor prior to initiating
construction a construction bond in accordance with Florida Statute Section 255.05
covering the cost of construction authorized hereunder. In the event that Lessee chooses
to improve the Premises by way of modular construction, then in such event. Lessee shall
not be required to post a bond in accordance with Florida Statute Section 255.05 so long
as the cumulative site development and construction costs do not exceed the sum of Two
Hundred Thousand and 00/100 Dollars (S200.000.00) and the modular home being
delivered to the Premises is paid for in full by Lessee prior to leaving the modular
construction factory.
3. Miscellaneous. Lessee and Lessor hereby certify that(a) the Lease is in full force and effect and
has not been modified or amended except as herein provided, (b) neither Lessee nor Lessor is now in
default under the Lease and neither Lessor nor Lessee know of any event which, with notice or the
passage of time or both would constitute such a default, and (c) neither Lessee nor Lessor has made a
demand against the other party and to the knowledge of each party respectively neither party has a present
right to make such demand with respect to charges, liens, defenses, counterclaims, offsets, claims, or
credits against the payment of rent or the performance of Lessee's or Lessor's (as applicable) obligations
under the Lease. Except as modified hereby, the Lease shall remain in full force and effect, and as
1
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modified hereby, the Lease is ratified and confirmed in all respects. If any of the provisions of this
Amendment, or the application thereof to any person or circumstance, shall, to any extent, be invalid or
unenforceable, the remainder of this Amendment or the circumstances other than those as to whom or
which it is held invalid or unenforceable shall not be affected thereby, and every provision of this
Amendment shall be valid and enforceable to the fullest extent permitted by law. This Amendment may
be executed in one or more counterparts, each of which shall constitute an original and all of which when
taken together shall constitute one and the same instrument. It shall not be necessary when making proof
of this Amendment to produce counterparts with original signatures, it being agreed that photocopies of
signatures or signatures received by electronic transmission shall have the same effect as original
signatures. In the event of any inconsistency between the terms and provisions of the Lease and those of
this Amendment, the terms and provisions of this Amendment shall control. Each party has participated
fully in the review and revision of this Amendment. Any rule of construction to the effect that
ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this
Amendment.
4. No Additional Consent/Approval Required. Lessor and Lessee hereby covenant and warrant that
each party, respectively, has obtained any and all required consent, approval and/or authorization to enter
into this Amendment and perform the obligations hereunder, and no additional consent or approval is
required for the enforceability of this Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment, as of the date first
written above, the execution and delivery thereof having been duly authorized.
WITNESSES: LESSOR:
MONROE COUNTY BOARD OF COUNTY
COMMISSIONERS
Print Name:
By:
Name:
Title: Mayor
Print Name:
LESSEE:
HABITAT FOR HUMANITY OF KEY WEST
AND LOWER FLORIDA KEYS, INC.
By:
Print Name: Name:
Title:
Print Name:
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Doc#2446012 Bk#3256 Pg#1408 Electronically Recorded 12/28/2023 at 10:33 AM Pages 46
Filed and Recorded in Official Records of MONROE COUNTY KEVIN MADOK
ElectronicallyREC: $392.50 Deed Doc Stamp S0.00
Prepared by and return to:
Oropeza Stones&Cardenas,Pt,7,(
221 Simonton sheet
Key West,1'1_,33040
305-294-0252
LEASE
BETWEEN
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
"LESSOR"
AN
HABITAT FOR HUMANITY OF KEY NEST AND LOWER FLORIDA KEYS,INC.
"LESSEE"
DATED December 13,2023
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Table of Contents
Article Title Page
No.
Definitions 3
II Demised Premises 6
III Term 7
IV Rent 7
V Non-Subordination 8
VI Payment of Taxes 8
Vil Mechanics' Liens I I
Vill Governing Law,Cumulative Remedies 12
Ix Indemnification of Lessor 12
X Insurance 13
XI Insurance Premiums 17
X11 Assignment 17
Xill Condemnation 22
XIV Construction 22
XV Mortgage Financing 24
XVI Default 29
Xvil Repair Obligations 31
Xvill Additional Covenants of Lessee,Lessor 32
XIX Representations,Warranties of Title and Quiet 33
Enjoyment
XX Miscellaneous 34
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GROUND LEASE AGREEMENT
THIS LEASE made and entered into in Key West, Monroe County, Florida, on this 13AtL-
dav of ALGvA1vt, , 2023, by and between MONROE COUNTY BOARD OF COUNTY
6MWI—SSI ONE RS(referred to as the"Lessor")and HABITAT FOR HUMANITY OF KEY
NEST AND LOWER FLORIDA KEYS,INC.,a Florida not for profit corporation (referred
to as the"Lessee").
RECITALS
WHEREAS, Lessor is the owner in fee simple of the property located at 26249 Julia
Avenue, Little Torch Key, Florida 33042, Monroe County, Florida, and more particularly
described on the attached Exhibit"A"(hereinafter"Property");and,
WHEREAS, it is Lessor's intent that the Property be developed to provide affordable
housing for residents ot'Monroe County;and,
WHEREAS,Lessee desires to develop the Property and build and sell one(1)single-family
affordable housing unit(provided allowed by County regulations and hereinafter the"Affordable
Housing Unit"),and Initial Lessee may rent/lease any Units not sold to qualified owner-occupants;
and,
WHEREAS, in order to preserve the affordability of the Units to be developed on the
Property,Lessor desires to lease the Property to Lessee for ninety-nine(99)years, subject to the
Affordable Restrictions as set forth and further defined herein;and,
NOW THEREFORE, in consideration of the mutual covenants and obligations contained
herein, and in any contemporaneous Related Agreements between the parties, the receipt and
sufficiency of which are hereby acknowledged,the parties agree as follows:
ARTICLE I
Definitions
"Affordable Housing Unit" shall mean a residential housing unit that meets the moderate
or lesser income requirements set forth in Section 101-I and any other applicable sections of the
Monroe County Land Development Regulations, as may be amended from time to tirne without
limitation of Lessor's complete legislative prerogatives,said restrictions to encumber the Property
for a to of ninety-nine(99)years.
"Affordable Restrictions"shall mean the affordable or employee housing regulations as set
forth in Section 101-1 and any other applicable sections of the Monroe County Land Development
Regulations or County Code, as hereinafter amended, except that in no event shall the Lessor
decrease the lawfully permissible sales price for an Affordable Housing Unit to less than the
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specified sales price for moderate income housing as set forth in the Land Development
Regulations in effect at the time of execution of this Lease where the effect upon an
owner/Sublessee/mortgagee would be to divest such person or entity ot'value upon which such
person reasonably and fairly relied to their detriment. The substance of the Affordable Restrictions
may be freely amended in the Lessor's legislative discretion, particularly with respect to
administrative, monitoring and enforcement mechanisms, but any, such amendment shall not
materially diminish the lawfully established and equitably vested resale value or the reasonable
alienability of an Affordable dousing Unit, However, Lessor juay restrict Affordable Housing
Unit resales and rentals to use as"Employee Housing" as defined in the Affordable Restrictions,
as amended from time to time. Moreover, Lessor may establish in its Affordable Restrictions
means"or"assets"criteria that Iii-nit potential buyer or rental pools. Any such amendment shall
not increase Initial Lessee's responsibilities as set forth herein. It is the intent and purpose and
shal I be the effect of this Lease and any Affordable Restrictions to ensure that the affordability of
Affordable Housing Units and dedicated real property upon 'which they are located is maintained
and enforced such that any administrative rule,policy or interpretation thereof,made by Lessor or
its designees relating to the maximum total amount of consideration and cost permitted to be in
anyway involved in a purchase or rental transaction(including but not limited to purchase price,
lease assignment fees, rents or any other compensation given or received in or "outside" of a
related transaction)shall never exceed the affordability criteria reasonably established by Monroe
County for the dwelling units involved. In every case,the construction and interpretation of terms,
conditions and restrictions imposed by this Lease and the Affordability Restrictions shall be made
in favor of an interpretation that ensures long term affordability benefits for the respective housing
resources inure to the benefit of Monroe County, its econorny and its community character,
"Commencement Date" shall mean the date when Initial I essee receives a Certificate of
Occupancy for the first Affordable Housing I.
"Demised Premises"shall mean the property leased pursuant to this Lease for development
of the A116rdable Housing Unit. The Demised Premises is legally described on attached Exhibit
A and depicted on attached Exhibit"B". Dernised Premises,where the context requires and the
construction is most appropriate, shall also mean portions of the Demised Premises and any
improvements erected thereon,
"Effective Date"shall mean the date this Lease is fully executed and delivered by all parties
and the date that the Lessee shall be entitled to begin to occupy the Dermsed Premises for purposes
of development and construction of the Project,
"Initial Lessee' means HABITAT FOR HUMAlorry OF KEY WEST AND LOWER
FLORIDA KEYS,INC.,a Florida not for profit corporation,developer of the Affordable Housing
Unit.
"Lease" shall mean this lease for the creation of the Affordable Housing Unit on the
Demised Premises, as may be amended from time to time by the parties. It is expressly
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contemplated and intended by Lessor, as fee title holder to the Demised Premises, that any
limitations,restrictions and/or other covenants of any nature,whether established pursuant to this
Lease or by the Affordable Restrictions,be given the full force and effect of enforceable covenants
running with the land, equitable servitudes and all other cognizable legal and equitable real
property conventions so as to ensure the overall public affordable housing purposes intended to be
served,including appropriate application of cumulative enforcement theories.
"Lease Year" shall mean the twelve(12) month period beginning on the Commencement
t,
Date and each twelve(12)month period thereafter throughout the Terni of this Lease.
"Lessor" means MONROE COUNTY. or its assigns or designees. Lessor as used herein
and where the context requires,shall mean an agency or party designated by the Lessor,by written
notice to all parties, to administer or enforce some or any portion of the provisions of this Lease
or the Affordable Restrictions,
"Lessee"means the Initial Lessee and its successors and assigns,
"Prqject" shall mean the required development of the Demised Premises, primarily the
required construction of Affordable Housing Unit as set forth in Article XIV, but also including
related infrastructure, securing of required development approvals and permits, financing for the
construction of the Affordable Housing Unit and marketing of the Affordable Housing Unit.
"Related Agreements" shall can any purchase and sale or other agreement entered into
with Monroe County contemporaneously and in conjunction with this Lease,
"Rent" shall mean any sum of money due to the Lessor under this Lease for any reason.
The to Rent as used herein,should not be misconstrued to preclude definition and distinguishing
or
I rent, rental rates and other such other terms as may be provided for in Subleases and/or the
Affordable Restrictions.
"Sale"and Sell"as used herein shall be broadly and liberally construed so as to encompass,
where contextually appropriate, any ground subleasing, sale, grant, assignment or other
conveyance of an interest in any portion of the Demised Premises authorized pursuant to this
Lease, but excluding any rental of an Affordable Housing Unit(which may be more particularly
discussed herein or in the Affordable Restrictions) and any security, mortgage, note or other
interest of a form and type customarily used with purchase money or home equity loans.
"Sublease" shall mean any combination of instruments that grant, convey or otherwise
transfer a possessory use and/or title interest to any portion of the Demised Premises,but excluding
rental of an Affordable Housing Unit (which may be more particularly discussed herein or in the
Affordable Restrictions) and any security, mortgage, note or other interest of a form and type
customarily used with purchase money or home equity loans. The title or exact nomenclature used
to describe such instruments may vary to suit particular circumstances and shall lie within Initial
Lessee's reasonable discretion and still remain within the meaning herein intended (e.g., a"deed
of improvements" may in a given context be construed as an effective sublease for purposes
herein). It is intended that the to Sublease encompasses such instruments that effectuate
qualified end-user, title, possession and/or use of Affordable Housing Unit developed on the
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Demised Premises. A Sublease, as used herein, regardless of final form and substance, must be
approved by the Lessor,which approval shall not be unreasonably withheld,
"Sublessee"" or "Owner" shall be broadly and liberally construed so as to mean an
individual Affordable Housing Unit owner or tenant who, as of the date such person(s)acquires(
) their interest(s) in the Affordable Housing Unit, would qualify for "Employee Housing" as
defined under Section 10 1-I of the Monroe County Code and who is gainfully employed in, and
derives at least seventy percent(70%)of their income from,Monroe County from the time of their
purchase (or rental as may be provided for or allowed by this Lease) of an Affordable Housing
Unit. Additionally,except as maybe otherwise pennitted by this Lease,in order to remain eligible
to retain ownership of and to reside in their Affordable Housing Unit into retirement, in addition
to complying with any otherwise applicable provisions in the Affordable Restrictions.,purchasers
of all Affordable Housing Units must for the five(5)years immediately following their purchase
continue to earn at least seventy percent(70%)of their family income from gainful employment
within the County.
"Term" shall mean the Commencement Date, and continuing ror ninety-nine (99) years
thereafter,plus any agreed upon extension of this Lease,and unless otherwise permitted by Lessor,
all Subleases and rights or interests granted thereunder shall terminate at the end of the Term.
ARTICLE 11
Dernised Premises
Section 2.01 Lessor's Demise, Upon the to and conditions hereinafter set forth,and
in consideration of the payment of the Rents and the prompt and full perfonnance by the Initial
Lessee of these covenants and the terms and conditions of any Related Agreements,to be kept and
perfortned by the Initial Lessee,the Lessor does lease,let,and demise to the Initial Lessee and the
Initial Lessee hereby leases from the Lessor,the following described premises, situate, lying and
being in Monroe Courity,florida:
See Attached Exhibits"A"and"B"
Section 2.02 Conditions. The demise is likewise made subject to the following:
(a) Conditions,restrictions and limitations, if any,now appearing of record'.
(b) Zoning ordinances of the County of Monroe,State of Florida,and any other
applicable governmental body now existing or which may hereafter exist by reason of any legal
authority during the Term of this Lease;and
(c) The proper perforinance by the Lessee of all of the terms and conditions
contained in this Lease,the Affordable Restrictions and any Related Agreements,
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ARTICLE III
Term
Section 3.01 Term, To have and to hold the Demised Premises for a terns of ninety-nine
(99)years commencing on the Commencement Date,and ending ninety-nine(99)years thereafter,
both dates inclusive, unless sooner tenninated, or extended, as hereinafter provided (the
"Termination Date"). Lessee shall be given possession on the Effective Date and the to and
conditions set forth herein shall be binding on the parties as of the Effective Date, Lessee shall
have the right to occupy the Demised Premises as of the Effective Date in order to allow Lessee
to commence construction,as well as other activities related to the development and construction
of the Project. As herein set forth,the Tenn will not commence until the first Affordable Housing
Unit is completed and a certificate of occupancy has been issued for said first Affordable Housing
Unit,said date to be evidenced by the Commencement Date Agreement that the parties will execute
in substantially the sarne form as that set forth in Exhibit C hereto,upon completion of construction
of the first Affordable Housing Unit,
ARTICLE IV
Rent
Section 4.01 Annual Base Rent. Lessee covenants and agrees to pay to Lessor promptly
when due, without notice or demand, and without deduction or offset., Annual Base Rent
throughout the Tenn of this Lease beginning on the Commencement Date, in the amount of One
Dollars ($1,00)per Lease Year or partial Lease Year. Lessee shall pay to Landlord said Annual
Base Rent on the first day of the second month of each Lease Year throughout the to of this
Lease.
Section 4.02. All amounts payable under Section 4.01 hcreof, as well as all other
amounts payable by Lessee to Lessor under the terms of this Lease, shall be payable in lawful
money of the Ucnited States which shall be legal tender in payment of all debts and dues, public
and private, at the time of payment, each payment to be paid to Lessor at the address set forth
herein or at such other place within the continental]units of the united States as Lessor shall from
finte to time designate by notice to Lessee. Except for any income tax payable by the Lessor,
Lessee shall pay any and all taxes, including any local surcharge or other tax,on the Rent payable
pursuant to this Lease in addition to the sums otherwise set forth herein,
Section4.03, It is intended that the Rent shall I be absolutely net to Lessor throughout the
Tenn,free of any taxes,costs,utilities,insurance expenses,liabilities,charges or other deductions
whatsoever, with respect to the Demised Premises and/or the ownership, leasing, operation,
maintenance,repair,rebuilding,use or occupation thereof.
Section 4,04, All amounts payable by Lessee to Lessor under any ofthe provisions of
this Lease,if not paid when due as provided for in this Lease,shall bear interest at the highest rate
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allowable under Florida law from the time they become due until paid in full by Lessee, In
addition,Lessee shall pay a late fice in the amount of ten (10%)percent of any amount due from
Lessee to Lessor which is not paid within ten(10)days of the payment due date for any sums due
for Rent and within thirty (30) days for any other sums due from Lessee pursuant to this Lease;
provided,however,such payment shall not excuse or cure,any default by Lessee under this Lease.
It is agreed by the parties hereto that Lessee shall reimburse Lessor for collection charges incurred
as a result of the overdue Rent which may include but shall not be limited to related attorneys'
fees,regardless of whether suit is brought. Such late fee shall be in addition to any interest payable
by Lessee as set forth herein from Lessee's failure to pay any Rent due here-under. In the event
that any check, bank draft, order for payment or negotiable instrument given to Lessor for any
payment under this Lease shall be dishonored for any reason whatsoever not attributable to Lessor,
Lessor shall be entitled to charge Lessee an administrative charge of Fifty lJollars ($50,00). In
addition,Lessor shall be reimbursed by Lessee for any costs incurred by Lessor as a result of said
instrument being dishonored,
ARTICLE V
Non-Subordination
Section 5.01 Non-Subordination, Notwithstanding anything to the contrary contained in
this Lease, the fee simple interest in the Dermsed Premises shall not be subordinated to any
leasehold mortgage,lien or encumbrance of any nature. Furthermore,the Lessor's right to receive
payment or perfisn-nance under the terms of this Lease or adherence to any of its conditions or to
the Affordable Restrictions (or performance under or adherence to the terms of any Sublease or
related instrument) shall not be subordinated to any debt or equity financing, leasehold mortgage,,
lien,encumbrance or obligation of any nature whatsoever,
ARTICLE VI
P Xnient of Taxes and Utilities
Section 6,01 Lessee's Oblivations. As additional Rent, the Lessee shall pay and
discharge,as they become due,promptly and before delinquency,all taxes,assessments,water and
sewer rents, rates and charges, transit taxes, charges for public utilities, excises, levies, licenses
and permit fees and other governmental charges, general and special,ordinary and extraordinary,
unforeseen and foreseen, of any kind and nature whatsoever,which at any time during the Term
of this Lease may be assessed, levied, confin-ned, imposed upon, or grow or become due and
payable out of or in respect of,or become a lien on,the Dernised Premises, or otherwise arise out
of the revenues received by the Lessee from the sale of the Affordable Housing Unit to Sublessees,
or be associated with any document (to which the Lessee is a party) creating or transferring an
interest or estate in the Demised Premises. With regard to special assessments,if the right is given
to pay either in one sum or in installments,Lessee may elect either mode of payment and Lessee's
election shall be binding on Lessor.
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Section 6.02--Sublessee's Qbljggjj2ns, As additional Rent,any Sublessee shall pay and
discharge,as they become due,promptly and before delinquency,all taxes,assessments,water and
ICI
sewer rents, rates and charges, transit taxes, charges for public utilities, excises, levies, licenses
and permit fees and other governmental charges,general and special,ordinary and extraordinary,
unforeseen and foreseen,of any kind and nature whatsoever,which at any time during the to of
this Lease may be assessed,levied,confin-ned,imposed upon,or grow or become due and payable
out of or in respect of., or become a lien on, the Sublessee's interest in the Demised Premises, or
otherwise arise out of the revenue received by Sublessee from the sale of their Affordable Housing
Unit, or be associated with any document (to which the Sublessee is a party creating or
transferring an interest or estate in the respective portion of the Demised Premises.
Section 6.03 Obliluations Altered. Nothing herein shall require the Lessee to pay
municipal, state, or federal income taxes assessed against the Lessor, municipal, state, or federal
capital levy, estate, gift, succession, inheritance or transfer taxes of the Lessor, or Lessor's legal
representative, corporate franchise taxes imposed upon any corporate owner of the fee of the
Eternised Premises;provided,however,that if at any time during the to of this Lease the methods
of taxation prevailing at the commencement of the to hereof shall be altered so as to cause the
whole or any part of the taxes, assessments, levies, impositions or charges now levied, assessed
and imposed, wholly or partially as a capital levy,or otherwise. on the rents received therefrom,
or of any tax, corporation franchise tax, assessments, levy (including, but not limited to any
municipal, state or federal levy), imposition or charge.. or any part thereof, shall be Measured by
or based in whole or in part upon the Dernised Premises and shall be imposed upon the Lessor,
then all such taxes,assessments, levies, impositions or charges.or the part thereof so measured or
based, shall be paid and discharged by the Lessee. All rebates on account of any taxes, rates,
levies,charges or assessments required to be paid shall belong to Lessee.
Section 6.04 Mode of Payrnent, The Lessee (and any, Sublessee., as to their specific
interests in the Lae iced Premises) shall pay the taxes and other charges as enumerated in this
Article VI and shall deliver official receipts evidencing such payment to the Lessor(Sublessees
shall only deliver receipts as may be required by the Affordable Restrictions), which payment of
taxes shall be made and the receipts delivered,at least thirty(30)days before the tax, itself,would
become delinquent in accordance with the law then in force governing the payment of such tax or
taxes, If, however, the Lessee desires to contest the validity of any tax or tax claim, the Lessee
may,do so without being in default hereunder,provided the Lessee gives the Lessor notice 0,17the
Lessee's intention to do so and furrushes the Lessor or the applicable governmental agency with a
bond with a surety made by a surety company qualified to do business in the State of Florida or
pays cash to a recognized escrow agent in Monroe County,one and one half(1 1/2)times the amount
of the tax item or items intended to be contested, conditioned to pay such tax or tax items when
the validity thereof shall have been determined, and which written notice and bond or equivalent
cash shall be given by the Lessee to the Lessor, not later than sixty(60)days before the tax item
or items proposed to be contested would otherwise become delinquent.
Section 6.05 Lessee's Default. If the Lessee shall fail, refuse or neglect to make any of
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the payments required in this Article, then the Lessor may, but shall not be required to, pay the
same and the amount or amounts of money so paid, including reasonable attorneys' fees and
expenses which might be reasonably incurred because of or in connection with such payments,
together with interest on all such amounts,at the highest rate allowed by law shall be repaid by the
Lessee to the Lessor,upon the demand of the Lessor,and the payment thereof may be collected or
enforced by the Lessor in the same manner as though such amount were an installment of Rent
specifically required by the terms of this Lease to be paid by the Lessee to the Lessor, upon the
day when the Lessor demands repayment thereof or reimbursement therefor of and from the
Lessee;but the election of the Lessor to pay such taxes shall not waive the default thus committed
by the Lessee. Notwithstanding the foregoing,Lessee shall have the right to contest any taxes and
assessments levied against Lessee; and provided Lessee files the appropriate documentation to
contest said tax or assessment,Lessee shall not be in default of this Lease or obligated to pay any
interest or other penalties to Lessor. Nothing herein shall be construed to prevent or inhibit the
assessment measures and collection remedies lawfully available to any taxing authority.
Section 6.06 Sublessee's Default. If a Sublessee shall fait,refuse or neglect to make any
of the payments required in this Article,then the Lessor may,but shall not be required to,pay the
same, and the arnount or amounts or money so paid, including reasonable attorneys' fees and
expenses which might be reasonably incurred because of or in connection with such payments,
together with interest on all such amounts,at the highest rate allowed by law shall be repaid by the
Sublessee to the Lessor,upon the demand of the Lessor,and the payment thereof may be collected
or enforced by the Lessor in the same manner as though such amount were an installment of Rent
specifically required by the terms of this Lease to be paid by the Sublessee to the Lessor,upon the
day when the Lessor demands repayment thereof or reimbursement therefor of and from the
Sublessee; but the election of the Lessor to pay such taxes shall not waive the default thus
committed by the Sublessee. Notwithstanding the foregoing, Sublessee shall have the right to
contest any taxes and assessments levied against Sublessee; and provided Sublessee files the
appropriate documentation to contest said tax or assessment., Sublessee shall not be in default of
this Lease or obligated to pay any interest or other penalties to Lessor. Nothing herein shall be
construed to prevent or inhibit the assessment measures and collection remedies lawfully available
to any taxing authority.
Section 6.07 Proration. The foregoing notwithstanding,the parties hereto understand and
agree that the taxes for the first year (beginning on the Effective Date) and the last year of the
Term shall be prorated proportionately between the Lessor and the Lessee,
Section 6.Qa-Apj)�raiser to�Res set�Effect Effect Af�fordable�Restri�ctions. It is the intent of the
parties that any appraisal of any portion of the Dernised Premises for taxation,public assessment
or utility service purposes fully reflect the effect of this Lease and the Affordable Restrictions on
the lawfully realizable value of relevant portionts) appraised, or where permissible by state law,
"incorne approach"or other method of calculation.
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ARTICLE VIT
Mechanic's Liens
Section 7.01 No Lien. Neither the Lessee nor any Sublessee shall have the power to
subject the interest of the Lessor in the Demised Premises to any mechanic's or materialmen's lien
of any kind.
Section7.02 Releasc of Lien, Neither the Lessee nor any Sublessee shall permit or stiffer
to be filed or claimed against the interest of the Lessor in the Demised Premises during the
continuance of this Lease any lien or claim of any kind,and if such lien be claimed or filed,it shall
be the duty of the Lessee, or the Sublessee,to which the lien or claim is attributable,within thirty
(30)days after the Lessee or Sublessee shall have been given written notice of such a claim having
been filed,or within thirty(30)days after the Lessor shall have been given written notice of such
claim and shall have transmitted written notice of the receipt of such claim unto the Lessee or
Sublessee, as the case may be, (whichever thirty (30) day period expires earlier) to cause the
respective portion of the Dernised Premises to be released from such claim,either by payment or
by the posting of bond or by the payment to a court of competent jurisdiction of'the amount
necessary to relieve and release the relevant portion of the Dernised Premises from such claim,or
in any other manner which, as a matter of law,will result,within such period of thirty(30)days,
in releasing the Lessor and the title of the Lessor from such claim;and the lessee covenants and
agrees, with respect to any lien or claim attributable to it,within such period of thirty (30) days,
so as to cause the affected portion of the Dernised Premises and the Lessor's interest therein to be
released from the legal effect of such claim.
Section 7.03 Lessee's Default. If the Lessee shall fail, refuse, or neglect to perform its
obligations as required in this Article,then the Lessor may, but shall not be required to,pay any
sums required to cause the Demised Premises and the Lessor's interest therein to be released from
the legal effect of such claim and the amount or amounts of money so paid, including reasonable
attorneys' fees and expenses which might be reasonably incurred because of or in connection with
such payments,together with interest on all such amounts at the highest rate allowed by law,shall
be repaid by the Lessee to the Lessor, upon the demand of the Lessor, and the payment thereof
may be collected or erribrced by the Lessor in the same manner as though such arnount were an
installment of Rent specifically required by the terms of this Lease to be paid by the Lessee to the
Lessor, upon the day when the Lessor demands repayment thereof or reimbursement therefor of
and from the Lessee;but the election of the Lessor to pay such amount shall not waive the default
thus committed by the Lessee.
Section 7.04 Sublessee's Default, If the Sublessee shall fail,refuse,or neglect to perform
its obligations as required in this Article,their the Lessor may,but shall not be required to,pay any
sums required to cause the Demised Premises and the Lessor's interest therein to be released from
the legal effect of such claim and the amount or amounts of money so paid, including reasonable
attorneys' fees and expenses which might be reasonably incurred because of or in connection with
such payments,together with interest on all such amounts at the highest rate allowed by la-vv,shall
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be repaid by the Sublessee to the Lessor,upon the demand of the Lessor,and the payment thereof
may be collected or enforced by the Lessor in the same manner as though such arnount were an
installment of Rent specifically required by the terms of this Lease to be paid by the Sublessee to
the Lessor, upon the day when the Lessor demands repayment thereof or reimbursement therefor
of and from the Sublesseeq but the election of the Lessor to pay such amount shall not waive the
default thus committed by the Sublessee,
ARTICLE V111
Goveming Law Cumulative Remedies
Section 8.01, Governin Y Law, All of the rights and remedies of the respective parties
relating to or arising under this instrument and any related documents shall be governed by and
construed under the laws of the State or Florida,
Section 8.02 Cumulative Remedies. All rights and remedies accruing to the Lessor shall
be assignable in whole or in part and be cumulative; that is,the Lessor may pursue such rights as
the lax, and this Lease afford to it in whatever order the Lessor desires and the law permits.
Lessor's resort to any one remedy in advance of any other shall not result in waiver or compromise
of any other remedy.
ARTICLE YX
Indemnification of Lessor
Section 9.01 Indemnification by Lessee. During the Tenn of the Lease, Lessee will
indemnify, defend and save harmless the Lessor against any and all claims, debts, demands or
obligations which may be made against the Lessor or against the Lessor's title in the Demised
Premises, arising out of, or in connection with, or in any way related to the Demised Premises,
except to the extent such claims may be caused by the gross negligence or intentional misconduct
of the Lessor(or its agents ore ployees in the conduct of work for or at the direction of the Lessor)
with respect only to any duty or obligation Lessor expressly assumes with respect to any portion
of the Dernised Premises, none of which duties and obligations are so assumed herein. Hit
becomes necessary for the Lessor to respond to any claim, demand or unanticipated matter or to
defend any action seeking to impose any such liability,the Lessee will pay the Lessor all costs of
court and reasonable attorneys" fees incurred by the Lessor in effecting and preparing for such
response or defense in addition to any other reasonable sums which the Lessor inay be called upon
to pay by reason of the entry of a judgment against the Lessor in any proceeding in which such
clairn is asserted.
N, otwithstanding the foregoing, it is hereby acknowledged that, except as otherwise
provided in Section 12.01, upon completion of the construction and sale or assignment of any
portions of the Project in accordance with this Lease,Initial Lessee shall be released from any and
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all liability related to such transferred portions of the Demised Premises and the subsequent use
thereof by the Sublessees, their employees, agents, contractors, guests or invitees, including
without limitation any death, injury or damage to person or property in or about the transferred
portions of the Dernised Premises,except as otherwise set forth herein, However..this release shall
not constitute a release or waiver of Lessor's rights, if any, or possible entitlement to insurance
coverages required by this Lease.
Lessor shall not be liable to Lessee, or to Lessee's assignees or Sublessees or their
employees, agents, contractors.. guests or invitees for any death, injury or damage to person or
property in,about or relating to the Derrused Premises, Lessee,on its and its assignees' and their
successors in interests' behalves, including any future Sublessees, or grantees or licensees of the
Initial Lessee , or any guests, invitees or tenants of any of the foregoing, hereby assumes and
covenants for its own and their own acceptance of sole responsibility and liability to all persons
for death, injury or damage related to or arising from the ownership, possession, occupancy and
for use of any portion of the Demised Premises, and also, for all such future occupants, owners,
Lessees,Sublessees,tenants,guests,invitees and licensees,waives and releases forever all claims,
demands and causes of action against Lessor and its officers, employees, agents, successors,
assigns,contractors and representatives for loss of life or injury to person or property,of whatever
nature.
Section 9,02 Insurance. On the Effective Date the Lessee shall cause to be written and
put in full force and effect a policy or policies of insurance as noted in Article X insuring the
Lessee against any and all claims and de ands made by any person or persons whomsoever for
death,ntiuries or damages received in connection with the possession,operation and maintenance
of the Dernised Premises. All such policies shall name the Lessee and the Lessor(and any lender
holding a mortgage on the Dernised Premises), as their respective interests may appear, as the
persons insured by such policies, Any loss adjustment shall require the written consent of both
the Lessor and Lessee,
Section 9.03 Poli(IN Limit Chan The policy limits for the comprehensive liability
insurance may be reviewed by Lessor every five (5) years and adjusted upward, if, in the
reasonable discretion of Lessor such increase in coverage is prudent or if similar projects have
begun to require greater insurance coverage,
ARTICLE X
Insurance
Section I ""net from and after the Effective Date, the Lessee will
0,01 Ergpi ���
keep insured any and all buildings and improvements upon the Demised Premises against all loss
or damage by fire,flood and windstorm,together with"all risks","extended coverage,"which said
insurance will be maintained in an amount sufficient to prevent any party in interest from being or
becoming a co-insurer on any part of the risk, which amount shall not be less than the full
Replacement Cost value of the relevant portions of the Demised Premises,and all of such policies
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of insurance shall include the name of the Lessor as an additional insured and shall fully protect
both the Lessor and the Lessee as their respective interests may appear. In the event of destruction
of buildings or improvements by fire,flood,windstorm or other casualty for which insurance shall
be payable and as often as such insurance money shall have been paid to the Lessor and the Lessee,
said suns so paid shall be deposited in a joint account of the Lessor and the Lessee in a bank
designated by the Lessee and located in the County in which the Dermsed Premises is located,and
shall be made available to the Lessee for the construction or repair(including any modification to
the improvements sought by the Lessee and approved in writing by the Lessor with Lessor's
approval not unreasonably withheld),as the case may be,of any building or buildings damaged or
destroyed by fire,flood,windstorm or other casualty for which insurance money shall be payable
and shall be paid out by the Lessor and the Lessee from said joint account from time to time on
the estimate of any reliable architect licensed in the State of Florida officially overseeing of such
reconstruction and repair, certifying that the amount of such estimate is being applied to the
payment of the reconstruction or repair and at a reasonable cost therefor:provided,however.,that
the total amount of money necessary for the reconstruction or repair of any building or buildings
destroyed or damaged has been provided by the Lessee for such purpose and its application for
such purpose assured.
In the event of the destruction or damage of the improvements located on the Demised
Premises, or any part thereo.f, and as often as any portion of said Dermsed Premises shall be
destroyed or damaged by fire, flood,windstorm or other casualty,the Lessee shall,within fifteen
(15) months from the date of such damage or destruction, rebuild and repair the same in such
manner that the buildings or improvements so rebuilt and repaired, and the personal property so
replaced or repaired, shall be of the same or of a value higher than were the buildings or
improvements and the personal property prior to such damage or destruction. and Lessee shall
diligently prosecute the reconstruction or repairs without delay and have the same rebuilt and ready
for occupancy as soon as reasonably possible after the time when the loss or destruction occurred.
The 15-month period for reconstruction shall be enlarged by delays caused without fault or neglect
on the part of the Lessee,by act of God. strikes, lockouts,or other conditions(other than matters
of refinancing the property)beyond the Lessee's control. Notwithstanding the foregoing,and only
with respect to insurance proceeds, the provisions of any lease-hold mortgage substantially
comporting with customary institutional lending industry standards and the foregoing Lessor's
interests shall control as to the use and disbursement of insurance funds for reconstruction of the
improvements in the event of any casualty or damage to such improvements,
While the Project, or any replacement thereof, is in the course of construction, and
whenever appropriate while any alterations are in the course of being made,the aforesaid fire and
extended coverage insurance shall be carried by Lessee in builder's risk form written on a
completed value basis.
Notwithstanding anything to the contrary in the immediately preceding paragraph, in case
of destruction of A of the improvements on the Dernised Premises firorn any cause so as to make
the Affordable Housing Unit untenantable occurring during the last ten (10)years of the Term of
this Lease.Lessee,if not then in default under this Lease and if there is no leasehold mortgage or
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other similar encumbrance on the Lessee's interest in the Dernised Premises,may elect to terminate
this Lease by,%vritten notice to Lessor within thirty(30)days after the occurrence of the destruction.
In the event of termination, there shall be no obligation on the part of Lessee to restore or repair
the improvements on the Demised Premises, nor any right of the Lessee to receive any proceeds
collected under any insurance policies covering the improvements. If Lessee elects not to
terminate this Lease in the event of destruction during the last ten (10) years of this Lease, the
proceeds of all insurance covering the improvements shall be made available to Lessee for repairs,
and Lessee shall be obligated to repair as set forth above,
Section 10.02 Commercial General Liability Insurance. The Initial Lessee shall maintain
Commercial General Liability Insurance beginning on the Effective Date and continuing g durin t�
the entire Term of this Lease, The Commercial General Liability Insurance shall cover those
sources of liability which would be covered by the latest edition of the standard Commercial
General Liability Coverage Form [ISO Form CG 00-01] as filed for use in Florida without the
attachment of restrictive endorsements other than the elimination of medical payments and fire
damage legal liability,
General Aggregate $300,000
Each Occurrence $300,000
Contractual Liability $3009000
Additional Named Insured: Lessor, or its assigns or designees, as from time to time
designated by written notice to Lessee, shall be included as additional insureds for Commercial
General Liability.
Section 10.03 Environmental Impaingnnent—Resnonsibifity, The Lessee and/or its
contractors acknowledge that the performance of this Lease is,or may be, subject to Federal.State
and local laws and regulations enacted for the purpose of protecting, preserving or restoring the
environment. The Lessee shall,at the sole cost of the Lessee or its contractors,be responsible for
full compliance with any such laws or regulations.
Sec_tion 10.04 Other Insurance. Lessee shall maintain such other insurance and in such
amounts as may from time to time be reasonably required by the Lessor against other insurable
hazards which at the time are commonly insured against in the case of construction of buildings
and/or in the case of premises similarly situated, due regard being or to be given to the location,
construction, use and occupancy, In the event the Lessee believes has Lessor's requirement for
such additional insurance is unreasonable the reasonableness of Lessor's request shall be
determined in accordance with the rules of the American Arbitration Association. Such
determination as to the requirement of`coverage and the proper and reasonable limits for such
insurance then to be carried shall be binding on the parties and such insurance shall be carried with
the limits as thus determined until such limits shall again be changed pursuant to the provisions of
this Section. The expenses of such determination shall be home equally by the parties. This
procedure may only be requested on cacti live(5)year anniversary date of the Lease.
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Section 10.05 Proceeds Ira able to_klortgagee. If any mortgagee holding a mortgage
created pursuant to the provisions of Article XV elects, in accordance with the tenns of such
mortgage, to require that the proceeds of any casualty insurance be held by and paid out by the
mortgagee,then such payment may be made,but in such event.it shall still be obligatory upon the
Lessee to create the complete fund with the leasehold mortgagee in the manner set forth in this
Article to assure complete payment for the work of reconstruction and repair. Any mortgagee
holding insurance proceeds shall require that such proceeds are properly used to ensure repairs,
but any mortgagee shall not be liable for misuse of funds by Sublessee or Lessee.
Section 10.06 Darna-es- Insurance proceeds-Joint Bank Account. Any excess of money
received from insurance remaining in the joint bank account after the reconstruction or repair of
such building or buildings, if the Lessee is not in default, shall be paid to the Lessee, In the case
of the Lessee not entering into the reconstruction or repair of the building or buildings within a
period of six (6) months frorn the date of payment of the loss, after dannage or destruction
occasioned by fire,windstotrn,flood or other cause,and diligently prosecuting(fie same with such
dispatch as may be necessary to complete the same in as short a period of time as is reasonable
under the circumstances after the occurrence of such damage or destruction, then the amount so
collected, or the balance thereof'remaining in the joint account, as the case may be, shall be paid
to the Lessor and it will be at the Lessor's option to terminate the Lease, unless terminated by
Lessee within the last ten (10) years of the Lease as set forth above, and retain such amount as
liquidated and agreed upon damages resulting from the failure of the Lessee to promptly, within
the time specified,complete such work of reconstruction and repair.
Section 10.07 Direct Re, ayment. The foregoing notwithstanding, in the event the
insurance proceeds are the sum of One Hundred Thousand and 00/100 Dollars ($100,000.00)or
less, then such proceeds shall be paid directly to the Lessee without the necessity of creating the
joint bank account and Lessee shall use such funds to make the replacements or repairs. Lessee
shall provide proof satisfactory to Lessor that repairs are completed as required within fifteen(15)
months from the date of such damage or destruction, unless said period is enlarged by delays
caused without fault or neglect on the part of the Lessee.
Section 10.08 General All insurance to be provided by Lessee under this
Lease shall be effected under valid and enforceable policies in such forms, issued by insurers of
recognized financial responsibility qualified to do business in Florida which have been approved
by Lessor,which approval shall not be unreasonably withheld. All policies of insurance provided
for in this Article shall,to the extent obtainable,contain clauses or endorsements to the effect that
(i)no act or negligence of Lessee or anyone acting for Lessee or for any Sublessee or occupant of
the Demised Premises which might otherwise result in a forfeiture of such insurance or any part
thereof shall in any way affect the validity or enforceability of such insurance insofar as Lessor,
and that(ii)such policy of insurance shall not be changed or cancelled without at least thirty(30)
days written notice to the Lessor, and that (iii) the Lessor shall not be liable for any premiums
thereon or subject to any assessments thereunder.
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Section I Any parties who
subsequently become holders of any title or possessory interest to a portion of the Demised
Premises, shall upon request provide, in a forts satisfactory to Lessor, prool'of customary and
reasonable insurance adequate and sufficient to cover and protect all interests of the Lessor as set
forth in this Article X,at least to the extent and value of that subsequent interest holder's insurable
interest. The same or similar procedures for the use and application of insurance proceeds as set
forth above may be required for subsequent interest holders and the sarne remedies available to
Lessor for Initial Lessee's failure to comply with such insurance requirements shall be available
to Lessor with respect to any future interest holders. Future interest holders (including all
Sublessees)shall name Lessor as an additional insured on any required insurance policies,
ARTICLE X1
Insurance Premiums
Section I L01 Insurance Premiums. The Lessee shall pay premiums for all of the
insurance policies which the Lessee is obligated to carry under the terms of this Lease. In the
event Lessee fails to obtain and pay for the necessary insurance, Lessor shall have the right, but
not the obligation,without notice to Lessee,to procure such insurance and/or pay the premiums of
such insurance, in which case Lessee shall repay Lessor immediately upon demand by Lessor as
additional Rent. The Lessor shall have the same rights and remedies with respect to procurement
of such insurance and/or payment of such insurance premiums in the event a future subsequent
partial interest holder(e.g.,Sublessee)fails to obtain and pay for the necessary insurance.
ARTICLE XII
AsL,igurnent/Tran sfer
Section 122.01 Assigqn1gpjJ)yjnitiaJ Lessee, Without the written consent of Lessor.Initial
Lessee shall not assign or sublet any portion of the Demised Premises,or change management of
the Dernised Premises, except as otherwise provided herein. -Notwithstanding the foregoing,
Lessor acknowledges and agrees that the Affordable Housing Unit is to be developed as a unit for
sale or rent to moderate or lesser income qualified third parties, as defined in the Affordable
Restrictions. Therefore,the Affordable Housing Unit may be said, rented and occupied without
the Initial Lessee obtaining consent from Lessor for such sale/subletting, provided that Initial
Lessee shall follow the guidelines set forth herein. In the event the Aflordable Housing Unit is to
be rented to a qualified third party by Initial Lessee,said Unit shall only be rented at rates allowable
under the Affordable Restrictions for moderate or lesser income qualified third parties.
Notwithstanding the foregoing,a sublessee or owner of a Unit may not exceed an income level of
one hundred sixty percent(160%) of area mean income ("AMI"'). The Parties acknowledge that
the Monroe County Comprehensive Land Plan Authority ("MCLA") provided funding for the
Eternised Premises and as such the Dennsed Premises and occupants who lease or own thereon are
bound by the terms and restrictions set forth in F.S.Section 380.0666.In the event that a sublessee
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or an owner of a Unit exceed the 160% of AMT in any given calendar year, then such tenant or
sublessee shall have one(1)year from such determination to dispose of the unit by way of a sale
or sublease to a qualified sublessee or owner. Additionally, in the event Initial Lessee retains
ownership of the Affordable Housing Unit for rental purposes, Initial Lessee shall have the right
to assign its duties as property manager for said Units to a third party without obtaining consent
from Lessor. In the event that F.S. 380.0666 is amended to remove the 160%cap on homeowner
income levels then the amended statute shall control regardless of whether that is less restrictive
than at the time this Lease is entered into.
Upon the transfer/sale of each Affordable Housing Unit to be sold by Initial Lessee,or any
successor Lessee hereunder, Lessor or its designee shall attom to the rights of Initial Lessee, or
subsequent Lessee, as the case may be,with respect to each transferred/sold Affordable Housing
Unit. Any,proceeds received by Initial Lessee from the sale of the Affordable Housing Unit shall
remain the property of the Initial Lessee unless othemise provided herein. In conjunction and
contemporaneously with the sale or transfer of each Affordable Housing Unit, Initial Lessee, or
any successor Lessee, shall ensure the release of any and all mortgage, mechanic's lien or other
similar claims with respect to the relevant portion of the Dernised Premises other than new
Sublessee purchase money mortgages and the like, as such may be permitted by Article XV.
Upon the foregoing contemplated assignments by Initial Lessee, the Affordable Housing
Unit owners(as Sublessees)shall assume and thereby be assigned Lessee responsibilities to Lessor
for their respective portions of the Dernised Premises.. releasing Initial Lessee from same for all
such portions,except for design and construction defect liability for which developers/builders are,
otherwise responsible under Florida law, Sublessees, however, shall not be construed to have
assumed or have assigned to them by this provision any indemnification duty to Lessor relating to
any portions of the Dernised Premises for vshich they hold no interest. Notwithstanding the
foregoing, Initial Lessee's right to find or identify a qualified purchaser, as set forth below, shall
attorn to the Lessor(unless assigned by Lessor as set forth below)and the Initial Lessee shall be
released from further duty or responsibility to the Lessor for the resale of the Affordable Housing
Unit. It is hereby acknowledged that Lessor shall have the right to assign any of its duties and
rights related to the assignment of Subleases, i.e. finding a qualified purchaser for resales, or
renters in the case of rental units (unless the rental units are owned by Initial Lessee and Initial
Lessee chooses to manage the retained units,then in such event Initial Lessee shall have the right
to find qualified renters for said rental units where that right is not in conflict with the Affordable
Restrictions), to the Monroe County Housing Authority, or to any other Bove mental entity or
profit or non-profit organization designated and approved by Lessor. In the event such duties or
rights are assigned,reference to"Lessor"in this Section 12.01 shall also refer to any assignee.
Section 12.02 Initial SaleiLease of Unit B- Develoner/Initial Lessee, Initial Lessee
shall be authorized to sell the Affordable Housing Unit to individuals qualified to own/occupy the
Affordable Housing Unit and subject to all other affordable housing covenants of record.
Notwithstanding anything contained herein to the contrary, all purchasers/Sublessees of such
Affordable Housing Unit shall triect Monroe County's requirements of moderate or lesser income
affordable housing, adjusted for family size, and any other applicable Affordable Restrictions.
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Initial Lessee shall upon Lessor's request provide verification in a form and manner reasonably
determined by Lessor that purchasers/sublessees/tenants for all Affordable Housing Units meet the
requirements herein.
Section 12.03 Assianment7ransfer by Sublessees. At such time as any individual Unit
Owner or Sublessee desires to sell, assign or otherwise transfer the Affordable Housing Unit and
interests, the Sublessee shall be required to follow the procedures set forth herein and any
procedure that may be set forth in the Affordable Restrictions, and any conveyance, transfer or
other disposition and the acceptance of such transfers shall be automatically deemed an agreement
to the conditions set forth herein.
Section 12.04 Required Notice of Restrictions, Any conveyance,lease,assignment,grant
or other disposition of any interest made with respect to any portion of the Demised Premises,
other than those mortgage interests provided for in Article XV,shall contain the following required
Notice of Restrictions in a conspicuous location on the upper one-half of the first page of the
relevant instrument effectuating the interest in bold capital typed letters greater than or equal to 14
point font:
NOTICE OF RESTRICTIONS
ANY INSTRUMENT OF CONVEYANCE, LEASE, ASSICNMENT, GRANT OR
OTHER DISPOSITION OF ANY INTEREST IN OR TO ANY PORTION OF THE
DEMISED PREMISES OR TO ANY IMPROVEMENTS ERECTED THEREON WILL BE
SUBJECT TO CERTAIN RESTRICTIONS INCLUDING BUT NOT LIMITED TO
RIGHTS OF FIRST REFUSAL, USE, OCCUPANCY, INCOME WHICH MAY NOT
EXCEED 160% A PURSUANT TO F.S. 380.0666 AS AMENDED FROM TIME TO
TIME DURING THE COURSE OF OWNERSHIP OR RENTAL, MEANS, RESALE
PRICE,RENTAL,AND MORTGAGE LIMITATIONS,INCLUDING BUT NOT LIMITED
TO THOSE SET FORTH IN OFFICIAL RECORDS BOOK—,PAGE OF THE PUBLIC
RE C ORDS OF MONROE COUNTY,FLORIDA.
The recorded book and page of the first recorded page of this Lease and, for recordable sale or
sublease instruments shall be set forth in the Notice of Restrictions, Any instrument of
conveyance, lease,assignment or other disposition made without following the notice procedures
set forth herein shall be void and confer no rights upon any third person,though such instruments
may in souse cases be validated by fully correcting them according to procedures established by
Lessor, as determined in Lessor"s sole discretion, so as to ensure compliance with the public
affordability purposes furthered by this Lease and the Affordable Restrictions,
Section 12.05 Follow-on Sales and Asji—g—riments of Ground Lease Rcqutrcments° Right of
First Refusal. Unless authorized by the affordable Restrictions or unless otherwise as set forth in
subsection e., below, or in another provision herein, rental of the Affordable Housing Unit is
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prohibited. In order for an owner or subsequent owner to sell the Affordable Housing Unit and
assign their Sublease they shall be required to comply with the following:
a. Sublessee shall notify the Lessor or its designee in writing of their desire to sell the
Affordable Housing Unit and assign the sublease, said notice hereinafter referred
to as a"Transfer Notice." The Transfer Notice shall include the proposed purchase
price for the Affiordable Housing Unit, and any other compensation permitted the
Seller relating to the proposed sale, which shall be in accordance with the
Affordable Restrictions. Undisclosed compensation to a Seller or to any other party
is prohibited and where it is found to have existed with respect to any transaction,
the arnount thereof shall be recoverable in law and equity from any party to or
facilitating and benefiting from such transaction with knowledge thereof.
Lessor reserves,to itself and to its designees,all legal and equitable rights it deems
necessary or appropriate to ensure that all portions of the Demised Premises are
used for Affordable Housing,the purpose for which they were intended, including
but not limited to tennination of the sublease for any portion of the Demised
Premises and forcing sale and reassignment of any improvements thereon.
d. Lessor shall be deemed reasonable in withholding its approval for any proposed
sale if the contract terms and proposed purchaser do not meet requirements set forth
herein or in the Affordable Restrictions. After the Lessor has reviewed and
approved a contract, Sublessee shall not have the ability to amend the to of the
contract unless Sublessee obtains Lessor's approval of the amendment as set forth
in Paragraph c..above. The Sublessee shall only transfer their interest to approved
persons, as defined by the Affordable Restrictions for moderate or lesser income,
or to Lessor in the event Sublessee is unable to rind a.qualified purchaser.
C, No Sublessee shall be authorized to enter into a rental agreement for an Affordable
Housing Unit containing a to greater than one (1) year, or containing ail
automatic renewal to that would frustrate Lessor's rights or continued
affordability expectations established under this Lease or the Affordable
Restrictions. Any rental agreement shall contain the following warning
prominently set forth in writing-
BY SIGNING THIS RENTAL AGREEMENT THE TENANT AGREES THAT UPON
SURRENDER OR ABANDONMENT, AS DEFINED BY CHAPTER 83 FLORIDA
STATUTES, THE LESSOR SHALL NOT BE LIABLE OR RE,SPONSIBLE FOR
STORAGE OR DISPOSITION OF THE LESSEE'S PERSONAL PROPERTY.
Se.c.-tion-J.2.06 s j�ment by Lessor. This Lease is freely assignable by the Lessor,and
upon such assignment, the Lessor's liability shall cease and Lessor shall be released from any
further liability. In the event the ownership of the land comprising the Leased Premises is
conveyed or transferred (whether voluntarily or involuntarily) by Lessor to any other person or
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entity,this Lease shall not cease, but shall remain binding and unaffected,
Section 12.07 Death of a Unit Owner. In the event the Owner of an Affordable Housing
Unit dies,Lessor shall,unless for good cause shop n..consent to a transfer of the leasehold interest
to the spouse, child(ren) or other heirs, devisees, legatees or beneficiaries of the Affordable
Housing Unit Owner provided that such persons state, in writing, under oath that they have
reviewed the terms of this Lease and any,related documents,and that they understand and accept
the to of this Lease by signing an actalowledgenrent,which is substantially in a forrn similar to
that attached hereto as Exhibit D, All spouses,heirs,devisees,legatees or other beneficiaries must
demonstrate to the Lessor's reasonable satisfaction that they qualify for ownership and/or
occupancy of an affected Affordable Housing Unit as provided for under this Lease and in the
Affordable Restrictions. All estates and leasehold or other interests granted in or conveyed with
respect to any of the Demised Premises do not extend to any degree so as to lunit or inhibit the
intent and operation of this Lease and the Affordable Restrictions, it being expressly and
irrevocably accepted on behalf of all future Sublessees and all those who would or might succeed
to their interests, that these Dernised Premises and each and every portion thereof, for the entire
Term of this Lease,are to be used as affordable housing according to the Affordable Restrictions.
In the event the spouse,heirs,devisees,legatees or beneficiaries of a deceased Owner do not meet
the requirements for affordable housing,such persons shall not occupy the premises and shall not
be entitled to possession, except and only to the extent that the Lessor permits same, under
conditions that it determines farthers the goals and public purposes of this Lease and the
Affordable Restrictions, Therefore, in such event, the heirs of the decedent shall, if required by
Lessor,transfer their interest in the Affordable Housing Unit in accordance with the provisions of
this Article XII and cooperate with the Lessor in accomplishing same. It is the intent of this Lease,
to the full extent Florida law permits, that constitutional hornestead rights not be coustrued to
inhibit or limit the intended operation of this provision.
Section 12.08 Administrative Fees. With the exception of the initial sales by Initial
Lessee,the Lessor or its designee shall be entitled to charge three and one-hall'percent(3 V2%)of
the Purchase Price(gross compensation however described)for any transferred interest(other than
simple security mortgage interests or rental agreements)in which Lessor identified the purchaser,
as an administrative fee for coordinating the closing on any Affordable Housing Unit, said fee to
be paid by the selling Unit Owner at the time of closing. This fee does not include other seller and
buyer closing related costs such as title insurance,documentary stamps,intangible taxes,prorated
taxes,real estate commissions, insurance,homeowners' assessments, loan expenses and the like,
or rental management or processing fees for rental units. In the event Lessor was unable to identify
a purchaser,Lessor shall still be entitled to an administrative fee of one and one-hairpercent(I Y2
%)of the Purchase Price for review of the contract and assistance with coordinating the closing on
the Affordable Housing Unit. After the initial sales by Initial Lessee,the Lessor or its designee
shall be authorized to designate closing, escrow and title agents involved in all transactions
involving interests subject to this Lease. After the initial sale of each Affordable Housing Unit
by Initial Lessee,Lessor or its designee may,initially and from time to time,establish,promulgate,
revise and/or waive all or part of such fees related to the administration of this Lease and any
Subleases,but in no event may Lessor increase the amount of the administrative fee to an amount
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in excess of three and one-half percent(3 112,%)for an owner who purchased his or her Affordable
Housing Unit without actual, constructive or regulatory notice of the potential applicability of a
greater percentage fee.
ARTICLE X111
Condemnation
Section 13.01 Eminent Dornain, Cancellation. If, at any time, during the continuance of
this Lease,the Dernised Premises or any portion thereof is taken, appropriated or condemned by
reason of eminent domain, there shall be such division of the proceeds and awards in such
condemnation proceedings and such abatement of the Rent and other adjustments made as shall
be just and equitable under the circumstances. If the Lessor and the Lessee are unable to agree
upon what division,annual abatement of Rent or other adjustments as are just and equitable.within
thirty(30)days after such award has been made,then the matters in dispute shall be deten-nined in
accordance with the rules of the American Arbitration Association. Such deten-nination made by
the arbitration shall be binding on the parties. If the legal title to the entire Dernised Premises be
wholly taken by condemnation,the Lease shall be cancelled.
Section 13.02 Ap2ortionment. Although the title to the building and improvements placed
by the Lessee upon the Dernised Premises will on the Termination Date pass to the Lessor,
nevertheless, for purpose of condemnation,the fact that the Lessee placed such buildings on the
Dernised Premises shall be taken into account, and the deprivation of the Lessee's use (and any
use of Sublessee)of such buildings and improvements shall,together with the Tenn of the Lease
remaining,be an item of damage in determining the portion of the condemnation award to which
the Lessee or Sublessee is entitled. In general, it is the intent of this Section that, upon
condemnation, the parties hereto shall share in their awards to the extent that their interests,
respectively, are depreciated, damaged, or destroyed by the exercise of the right of eminent
domain. In this connection, if the condemnation is total,the parties agree that the condemnation
award shall be allocated so that the then value of the property, as though it were unimproved
property, shall be allocated to the Lessor, and the then value of the building or buildings thereon
shall be allocated between the Lessor and Lessee after giving due consideration to the number of
years remaining in the Term of this Lease and the condition of the buildings at the time of
condemnation.
ARTICLE XIS'
Construction
Section 14,01 ANuirement to CongEqs�!Project.
(a) Initial Lessee shall commence construction of the Project no later than one hundred
eighty (180) days after the issuance of the building permits necessary for the construction of the
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Project, and shall substantially complete construction of one (1)Affordable Housing Unit within
twenty-four (24) months thereafter. The foregoing limitation of time for the completion of the
fo
regoing
Project may be extended by written agreement between the parties hereto.
(b) During the course of construction of the Project,Initial Lessee shall provide to the
Lessor quarterly written status reports on the Project, The Lessor and Initial Lessee shall allow
and Pe it reasonable access to,and inspection ot,all documents,papers,letters or other materials
in their possession or under their control where such information is subject to public disclosure
under the provisions of Chapter 119,ES.,or successor or supplemental statutes. However,nothing
contained herein shall be construed to render documents or records of Initial Lessee or any other
persons that would not be deemed public records under Chapter H 9 to be such records only
because of this provision, Lessees (but not individual sublessees occupying an Affordable
Housing Unit as their primary residence)shall maintain all books.,records,and documents directly
pertinent to performance under this Lease in accordance with generally accepted accounting
principles consistently applied, The County Clerk,State Auditor,or a designee of said officials or
of the Lessor,shall,during the term of this Agreement and for a period of five(5)years from the
date of tannination of this Agreement, have access to and the right to examine and audit ally
Records of the Lessee involvino,transactions related to this Agreement,
D
(c) The Project shall be constructed in accordance with the requirements of all laws,
ordinances, codes, orders, rules and regulations of all governmental entities having jurisdiction
over the Project, including,but not limited to,the Lessor,
(d) The Initial Lessee shall apply for and prosecute, with reasonable diligence, all
necessary approvals,permits and licenses required by applicable governmental authorities for the
construction,development,zoning,use and occupation of the project. Lessor agrees to cooperate
with and publicly support the Initial Lessee's effort to obtain such approvals,permits and licenses,
provided that such approvals,permits and licenses shall be obtained at Initial Lessee's sole cost
and expense. Nothing in this Lease is intended to or shall be construed to obviate or lessen any
requirements for customary development approvals from any permitting authority, including the
Lessor. Nothing in this Lease shall be construed as the Lessor's delegation or abdication of its
zoning authority or powers and no zoning approval that Initial Lessee may require to complete its
perfonnance under this Lease has been or shall be deemed agreed to,promise or contracted for by
this Lease.
(e) Construction of the Project on the Demised Premises prior to and during the Term
of this Lease shall be performed in a good and workmanlike manner,pursuant to written contracts
with licensed contractors and in accordance with any and all requirements of local ordinances and
with all rules, regulations and requirements of all departments, boards, officials and authorities
having Jurisdiction thereof. It is understood and agreed that the plans and specifications for all
construction shall be prepared by duly qualified architects/engineers licensed in the State of
Florida,
(f) At all times and for all purposes hereunder, the Initial Lessee is an independent
contractor/lessee and not an employee of the Board of County Commissioners of Monroe County
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or any of its agencies or departments. No statement contained in this Lease shall be construed as
to find the Initial Lessee or any of its employees,contractors, servants or agents to be employees
of the Board of County Commissioners of Monroe County, and they shall be entitled to none of
the rights,privileges or benefits of County employees. No covenant or agreement contained herein
shall be deerned to be a covenant or agreement of any member, officer, agent or employee of
Monroe County in his or her individual capacity, and no member, officer, agent or employee of
Monroe County shall be liable personally on this Lease or be subject to any personal liability or
accountability by reason of the execution of this Lease.
(g) Initial Lessee agrees that it will not discriminate against any employees,applicants
for employment..prospective Sublessees or other prospective future subinterest holders or against
persons for any other benefit or service under this Lease because of their race,color,religion,sex,
sexual orientation, national origin, or physical or mental handicap where the handicap does not
affect the ability of an individual to perform in a position of employment, and to abide by all
federal and state laws regarding non-discrimination.
14.02 Access tojhej'[q I and Inspection. The Lessor or its duly appointed agents
shall have the right, at all reasonable times upon the furnishing of reasonable notice under the
circumstances (except in an emergency, when no notice shall be necessary), to enter upon the
common area of the Leased Premises to examine and inspect said area to the extent that such access
and inspection are reasonably justified to protect and further the Lessors continum a interest in the
Demised Premises, as detennined in Lessor's reasonable discretion. Lessor's designees, for
purposes of this Article 14.02, shall include city,county or State code or building inspectors,and
the like, without limitation. Initial Lessee shall perinit, building and code inspectors access
customary to the perfonnance of their duties related to projects of the nature contemplated herein,
said notice requirements notwithstanding,
14.03 Forced Delay_inPerfonnance. Notwithstanding any other provisions of this Lease
to the contrary,the Initial Lessee shall not be deemed to be in default under this Lease where delay
in the construction or performance of the obligations imposed by this Lease are caused by war,
revolution, labor strikes, lockouts, riots, floods, earthquakes, fires, casualties, acts of God, labor
disputes,governmental restrictions,embargoes,litigation(excluding litigation between the Lessor
and the Initial Lessee), tornadoes, hurricanes, tropical storms or other severe weather events, or
inability to obtain or secure necessary labor, materials or tools, delays of any contractor,
subcontractor,or supplier,or unreasonable acts or failures to act by the Lessor,or any other causes
beyond the reasonable control of the Initial Lessee, The time of permfMance hereunder shall be
extended for the period of any forced delay or delays caused or resulting from any of the foregoing
causes,
ARTICLE NV
m2qgwLiin !dn
Section 15.01 Construction Finqn�cinq B Initial Lessee. Initial Lessee shall have the right
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to mortgage its interests in the Demised Premises.
(a) The Initial Lessee shall have the right to encumber by mortgage or other
proper instrument Initial Lessee's interest tinder this Lease, together with all buildings and
improvements placed by Initial Lessee on the Derrused Premises,to a Federal or State Savings&
Loan Association, Bank or Trust Company, Insurance Company, Pension Fund or Trust (or to
another private lender so long as the terms and conditions of the financing froth private lender are
on substantially similar terms to those then existing by the other lenders referred to in this Section),
or to similar lending institutions authorized to make leasehold mortgage loans in the State of
Florida,or to any public or quasi-public lender,
(b) Until the time any leasehold mortgage(s)shall be satisfied of record,when
giving notice to the Initial Lessee with respect to any default under the provisions of this Lease,
the Lessor site]]also serve a copy of such notice upon the Initial Lessee's leasehold mortgagee(s)
at addresses for notice set forth in the mortgage instrument(s) (including assignments thereof) as
recorded in the Public Records of Monroe County, Florida. No such notice to the Initial Lessee
shall be deemed to have been given unless a copy of such notice has been mailed to such leasehold
mortgagee(s), which notice must speedy the nature of each such default. Initial Lessee shall
provide Lessor with written notice of the book and page number of the Public Records of Monroe
County,Florida for each mortgage by which it encumbers the Dentised Premises.
(c) In case the Initial Lessee shall default under any of the provisions of this
Lease.,the Initial Lessee's leasehold mortgagee(s)stall have the right to cure such default whether
the same consists of the failure to pay Rent or the failure to perform any other matter or thing
which the Initial Lessee is required to do or perform and the Lessor shall accept such performance
on the part of the leasehold mortgagee(s) as though the same had been clone or perfortned by the
Initial Lessee. The leasehold mortgagee(s), upon the date of mailing by Lessor of the notice
referred to in subparagraph(b)of this Section 15.01 shall have, in addition to any period of grace
extended to the Initial Lessee under the terms and conditions of this Lease for a non-nionetary
default, a period of sixty (60) days within which to cure any non-monetary default or cause the
same to be cured or to comMeTICe to Cure such default with diligence and continuity; provided,
however., that as to any default of the Initial Lessee for failure to pay Rent, or failure to pay any
arnount otherwise required under the terms of this Lease(e.g., including,but not limited to,taxes
or assessments),the leasehold mortgagee(s)shall have thirty(30)days from the date the notice of
default was mailed to the niortgagee(s)within which to cure such default.
(d) In the event of the termination of this Lease with Initial Lessee for defaults
described in this Article XV, or of any succeeding Lease made pursuant to the provisions of this
Section 15.01(d)prior to the cure provisions set forth in Section 15.01(c) above, the Lessor will
enter into a new Lease of the Demised Premises with the Initial Lessee's leasehold mortgagee(s),
or,at the request of such leasehold mortgagee(s),to a corporation formed by or on behalf of such
leasehold mortgagee(s) or by or on behalf of the holder of the note secured by the leasehold
mortgage,for the remainder of the term,effective on the date of such termination,at the Rent and
upon the covenants, agreements, to as, provisions and limitations contained in this Lease,
provided that such leasehold moitgagee(s) make written request and execute, acknowledge and
deliver to the Lessor such new Lease within thirty(30)days from the date of such termination and
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such written request and such new Lease is accompanied by payment to the Lessor of all amounts
then due to the Lessor, includins,reasonable counsel fees,court costs and disbursements incurred
C,
by the Lessor in cormection with any such default and termination as well as in connection with
the execution, delivery and recordation of such new Lease, less the net income collected by the
Lessor subsequent to the date of termination of this Lease and prior to the execution and delivery
of the new Lease,and any excess of such net income over the aforesaid surns and expenses to be
applied in payment of the Rent thereafter becoming due under such new Lease.
11�
Any new Lease referred to in this Section 15.01(d)shall not require any execution.
acknowledgement or delivery by the Lessor in order to become effective as against the Lessor(or
any Sublessees) and the Lessor (arid any Sublessees) shall be deemed to have executed,
acknowledged and delivered any such new Lease immediately upon receipt by the Lessor; and
such new Lease shall be accompanied by (i) payment to the Lessor all amounts then due to the
Lessor of which the leasehold mortgagee(s)shall theretofore have received written notice;and(ii)
an agreement by the leasehold inortgagee(s) to pay all other amounts then due to the Lessor of
which the leasehold mortgagee(s)shall not theretofore have received written notice. In addition,
immediately upon receipt by the Lessor such new Lease,as provided in this Section 15.01(d),the
Lessor shall be deemed to have executed, acknowledged and delivered to the leasehold
mortgagee(s) an assignment of all Subleases covering the Demised Premises which theretofore
may have been assigned and transferred to the Lessor and all Subleases under which Sublessees
shall be required to attorn to the Lessor pursuant to the terms and conditions of such Subleases or
this Lease. Such assignment by the Lessor shall be deemed to be without recourse as against the
Lessor, Within ten(10)days after a written request therefore by the leasehold mortgagee(s),such
assignment or assignments shall be reduced to a writing in recordable forrn and executed,
acknowledged and delivered by the Lessor to the leasehold mortgagee(s),
(e) The Initial Lessee's leasehold mortgagee(s) may become the legal owner
and holder of this Lease by foreclosure of its(their)mortgage(s)or as a result of the assignment of
this Lease in lieu of foreclosure, which shall not require Lessor's consent, whereupon such
leasehold mortgagees)shall immediately become and remain liable under this Lease as provided
in Section 15.01(f)below,
(f) In the event that a leasehold mortgagee(s)shall become the owner or holder
of the Lessee's interest by foreclosure of its(their)mortgage(s) or by assignment of this Lease in
Item of foreclosure or otherwise, the term "Initial Lessee," as used in this Lease, means only the
owner or holder of the Lessee's interest for the tirne period that such leasehold mortgagee(s)is(are)
the owner or holder of the Lessee's interest. Accordingly, in the event of a sale, assignment or
other disposition of the Initial Lessee's interest in this Lease by the leasehold mortgagee(s),where
leasehold rnortgagee(s)took title or ownership of or to any or all of the Initial Lessee's interest in
the Lease and/or any portion of the Demised Premises as a result of foreclosure or acceptance of
an assignment in lieu thereof,the leasehold mortgagee(s)shall be entirely freed and relieved of all
covenants and obligations of performance relating to construction, marketing and transfer to
Sublessees and it shall be deemed and construed, without further agreement between the Lessor
and the mortgagee(s), or between the Lessor,the mortgagee(s) and tile mortgagees' purchaser(s)
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or assignee(s) at any such sale or upon assignment of Initial Lessee's interest by the leasehold
mortgagee(s), that the purchaser(s) or assignee(s) of Initial Lessee's interest has assumed and
agreed to carry out any and all covenants and obligations of Initial Lessee,including but not limited
to the construction of the Affordable Housing Unit contemplated herein. In no event shall any
protections afforded a leasehold mortgagee(s) under this Lease be construed to permit eventual
use of the Derrused Premises for purposes inconsistent with this Lease or the Affordable
Restrictions.
(g) Within ten (10) days after Lessor's receipt of written request by Initial
Lessee or by Initial Lessee's leasehold mortgagee(s),or after receipt of such written request in the
event that upon any sale, assignment or mortgaging of Initial Lessee"s interest in this Lease by
Initial Lessee or Initial Lessee's leasehold niortga-ee(s),an offset statement shall be required from
the Lessor,and the Lessor agrees to deliver in recordable form a certificate to any proposed lease-
hold mortgagee(s)..purchaser(s),assignee(s)or to Initial Lessee,certifying(if such be the case)(i)
that this Lease is in In]]force and effect;(ii)that the Lessor has no knowledge of any default under
this Lease, or if any default exists, specifying the nature of the default; and (iii) that there are no
defenses or offsets which are known and may be asserted by the Lessor against the Lessee with
respect to any obligations pursuant to this Lease.
0
(h) So long as the Initial Lessee's interest in this Lease shall be mortgaged to
a leasehold mortgagee(s),the parties agree for the benefit of such leasehold mortgagee(s),that they
shall not surrender or accept a surrender of this Lease or any part of it, nor shall they cancel,
abridge or otherwise modify this Lease or accept material prepayments of installments of Rent to
become due without the prior written consent of such mortgagee(s)in each instance.
(I) Reference in this Lease to acquisition of the Initial Lessee's interests in this
Lease by the leasehold mortgagee(s) shall be deemed to refer, where circumstances require, to
acquisition of the Initial Lessee's interest in this Lease by any purchaser at a sale of foreclosure by
the leasehold mortgagee(s) and provisions applicable to the leasehold mortgagee(s) in such
instance or instances shall also be applicable to any such purchaser(s),
(j) So long as the Initial Lessee's interest in this Lease shall be mortgaged to a
leasehold mortgagee(s), the parties agree for the benefit of such leasehold mortgagee(s)that the
Lessor shall not sell, grant or convey to the Initial Lessee all or any portion of the Lessor's fee
simple title to the Demised Premises without the prior written consent of such leasehold
mortgagee(s). In the event of any such sale,grant or conveyance by the Lessor to the Initial Lessee,
the Lessor and the Lessee agree that no such sale,grant or conveyance shall create a merger of this
Lease into a fee simple title to the Dernised Premises. This subparagraph(j)shall not be construed
to prevent a sale,grant or conveyance of the Lessor's fee simple title by the Lessor to any person.,
firrn or corporation other than the Initial Lessee, its successors, legal representatives and assigns,
so long as this Lease is not to mated.
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(k) Reference in this Lease to the Initial Lessee*s leasehold mortgagee(s)shall
be deemed to refer where circumstances require to the leasehold mortgagee(s)'s assignee(s);
provided that such assignee(s) shall record proper assignment instruments in the Public Records
of Monroe County,Florida,together with written notice setting forth the name and address of the
assignee(s),
(1) In conjunction and contemporaneously with the sale or transfer of each
Affordable Housing Unit, leasehold mortgagee(s)shall make arrangement to ensure the release of
any and all applicable portions of its(their)mortgage(s) on the entire Demised Premises so as to
grant clear title to the Sublessee. The details and release payment requirements shall remain within
the reasonable business discretion of the Initial Lessee and the leasehold mortgagee(s).
(m) Lessor shall be entitled, in the event of any of the foregoing circumstances
or events set forth in this Paragraph 15.01, to elect to deal primarily or exclusively with a
mortgagee whose position is primary or in first order of priority with respect to foreclosable
interests or rights according to the laws of the State of Florida or as contractually agreed by and
among rnultipilc mortgagees,where there are such.
Section 15.02 Permittcd info ales for Sublessees ublcssccs, {Unit l7wttcrs). The individual
Affordable Housing Unit Owners/Sublessees shall have the right to encumber by mortgage their
interests in any Sublease, improvements or any associated portions of the Demised Premises
related to their interests in the individual Affordable Housing Unit to a Federal or State Savings
Loan Association, Bank, Trust Company or similar lending institution, subject to the following
requirements:
(a) The mortgage(s) encumbering the Affordable Housing Unit shall not exceed
100% of the maximum allowable sale price of the Affordable Housing Unit as set forth in the
Affordable Restrictions;
(b) Sublessees shall not be entitled to mortgage their respective leasehold interests
in the event the terms of the note, which is secured by the mortgage, may result in negative
C,
amortization,unless otherwise approved by Lessor;
(c) In the event of foreclosure sale by a Sublessee*s mortgagee or the delivery of
an assignment or other conveyance to a Sublessee's mortgagee in lieu of foreclosure with respect
to any real property subject to the provisions of this Lease, said mortgagee, or the purchaser at
foreclosure, shall comply with the provisions of Article X11. No sale of any Affordable Housing
Unit shall be permitted at an amount in excess of that allowed under the Affordable Restrictions
and shall otherwise fully comply with all applicable Affordable Restrictions. Any Affordable
Housing Unit accepted in lieu of foreclosure or as to which a mortgagee intends to foreclose shall
be suiaject to the Lessor's right of first refusal as set forth in Article 12.05. Nothing herein shall
preclude potential purchasers approved by Lessor from bidding at any foreclosure sale and,where
successful, purchasing the subject Affordable Housing Unit at the foreclosure sale price in-
accordance with Article X11;and
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(d) The parties recognize that it would be contrary to the fundamental affordable
housing concept of this Lease and an incentive to abuse Sublessee's authorization to encumber its
leasehold interest with a mortgage if Sublessee could realize more ill loan or sale proceeds than
their permitted purchase or resale price as a result of any transaction. Accordingly, Sublessee
hereby irrevocably assigns to Lessor(or the Monroe County Housing Authority or other Lessor
designee)any and all net proceeds from the sale of any interest in the Dernised Premises remaining
after payment of costs of foreclosure and satisfaction of the lien of any mortgage which would
have otherwise been payable to Sublessee,to the extent such net proceeds exceed the net proceeds
that Sublessee would have received had the interests been sold pursuant to the Affordable
Restrictions. Sublessee hereby authorizes and instrUCIS the mortgagee or any party conducting the
closing of a sale or through an unauthorized transfer to pay the amount of said excess directly to
Lessor. In the event,for any reason,such excess proceeds are paid to Sublessee,Sublessee hereby
agrees to promptly pay the amount of such excess to Lessor,
ARTICLE XVI
Default
Section 16.01 Notice of Default. Lessee shall not be deemed to be in default under this
Lease in the payment of Rent or the payment of any other monies as herein required unless Lessor
shall first give to Lessee ten(10)days written notice of such default and Lessee fails to cure such
default within ten(10)days of receipt of said notice.
Except as to the provisions or events referred to in the preceding paragraph of this Section,
Lessee shall not be deemed to be in default under this Lease unless Lessor shall first give to Lessee
thirty (30) days written notice of such default, and Lessee fails to cure such default within the
immediate thirty (30) day period thereafter, or, if the default is of such a nature that it cannot be
cured within thirty(30)days,Lessee fails to commence to cure such default within such period of
thirty (30) days or fails thereafter to proceed to the curing of such default with all possible
diligence,
Regardless of the notice and cure periods provided herein, in the event that more rapid
action is required to preserve any right or interest of the Lessor in the Demised Premises or other
detrimental occurrence (such as, but not limited to, payment of insurance premiums, actions to
prevent construction or judgment lien foreclosures or tax sales),then the Lessor is empowered to
take such action and to request reirnbursenient or restoration from the Lessee as appropriate.
Section 16.02 Default. In the event of any material breach of this Lease by Lessee,Lessor,
and after the necessary notice provided to Initial Lessee's leasehold mortgagee(s), in addition to
the other rights or remedies it may have, shall have the immediate right to terminate this Lease
according to law. Termination of the Lease,under such circumstances.. shall constitute effective,
full and immediate conveyance and assignment to Lessor of all of the Demised Premises,
improvements and materials and redevelopment rights to and associated with the Demised
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Premises and the ProJect,subject to mortgagee protection as provided herein, Furthermore,in the
event of any breach of this Lease by Lessee, Lessor, in addition to the other rights or remedies it
may have, shall have the immediate right of re-entry and may remove all persons and personal
property from the affected portions of the Detnised Premises. Such property may be removed and
stored in a public warehouse or elsewhere at the cost of and for the account of Lessee, or where
statutory abandonment or unclaimed property law pennits,disposed of in any reasonable manner
by Lessor without liability or any accounting therefore,
Included in this right of reentry shall be any instance wherein a Sublessee renounces the
Lease or a Sublease or abandons the Dernised Premises, in which case Lessor may,at its option,
in an appropriate case and subject to any rights of a mortgage holder, obtain possession of the
abandoned property in any manner allowed or provided by law, and may,at his option,re-let the
repossessed property for the whole or any part of the then unexpired term,receive and collect all
Rent payable by virtue of such reletting., and hold Sublessee liable for any difference between the
Rent that would have been payable under this Lease and the net Rent for such period realized by
Lessor,by means of such reletting. However,such Lessor rights shall not abrogate a mortgagee's
rights to the extent those rights do not conflict with or injure Lessor's interests as established under
this Lease. Personal property left on the premises by a Sublessee may be stored,sold,or disposed
of by Lessor,and Lessor accepts no responsibility other than that imposed by law.
Should Lessor elect to re-enter, as herein provided, or should Lessor take possession
pursuant to legal proceedings or pursuant to any notice provided for by law, Lessor may either
ten-ninate this Lease or it may from time to time,without terminating this Lease,re-let the Dernised
Premises or any part thereof for such to or terms (which may be for a term extending beyond
the Term of this Lease)and at such Rent or Rents and on such other terms and conditions as Lessor
in its sole reasonable discretion may deem advisable with the right to make alterations and repairs
to the Dernised Premises. On each such re-letting Lessee shall be immediately liable to pay to
Lessor,in addition to any indebtedness other than Rent due under this Lease,the expenses of such
re-letting and of such alterations and repairs,incurred by Lessor,and the arnount.if any,by which
the Rent reserved in this Lease for the period of such re-letting(up to but not beyond the to of
this Lease)exceeds the amount agreed to be paid as Rent for the Dermsed Promises for such period
of such re-letting.
Notwithstanding any such re-letting without termination,Lessor may at any time thereafter
elect to terminate this Lease for such previous breach. Should Lessor at any time terminate this
Lease for any breach,in addition to any other remedy it may have..Lessor may recover from Lessee
all darnaaes incurred by reason of such breach, including the cost of recovering the Dernised
Premises,which amounts shall be immediately due and payable from Lessee to Lessor.
Section 1.6.03 Lessor's �R t,rglit to Perforni. In the event that Lessee,by failing or neglecting
to do or perforrn any act or thing herein provided by it to be done or performed,shal I be in default
under this Lease and such failure shall continue for a period of thirty (30) days after receipt of
written notice from Lessor specifying the nature of the act or thing to be done or performed,then
Lessor may, but shall not be required to,do or perform or cause to be done or perfon-ned such act
or thing(entering on the Dernised Premises for such purposes.,with notice,if Lessor shall so elect),
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and Lessor shall not be or be held liable or in any way responsible for any loss, inconvenience or
annoyance resulting to Lessee on account thereof,and Lessee shall repay to Lessor on demand the
entire expense thereof, including compensation to the agents and employees of Lessor. Any act
or thing done by Lessor pursuant to the provisions of this section shall not he construed as a waiver
of any such default by Lessee,or as a waiver of any covenant, to or condition herein contained
or the performance thereof,or of any other right or remedy of Lessor,hereunder or otherwise. All
aimunts payable by Lessee to Lessor tinder any of the provisions of this Lease, if not paid when
the amounts become due as provided in this Lease, shall bear interest from the date they become
due until paid at the highest rate allowed by law. Lessor shall have the same rights set forth in this
Section with respect to any future subinterest holder's respective portion of the Demised Premises,
Section 16.04 Default Period. All default and grace periods shall be deemed to run
concurrently and not consecutively.
Section 16.05 Affordable Restrictions. In the event any portion of the Dernised Premises
is used for purposes other than affordable housing by an interest holder of such portion,or if Lessee
or any Sublessees fail to comply,with the Affordable Restrictions,as they pertain to their respective
interests in or portions of the Dernised Premises,such an occurrence will be considered a material
default by the offending party. In the foregoing event,Lessor(or the Initial Lessee(or its assigns)
in the event of and with respect only to a default by a particular Sublessee) may immediately
terminate the Lease or Sublease, Lessee hereby agrees that all occupants shall use the Leased
Premises and Improvements for affordable residential purposes only and any incidental activities
related to the residential use as well as any other uses that are permitted by applicable zoning law
and approved by Lessor.
ARTICLE XV11
Repair Obli ations
Section t7.0�lRe �airQbln�,atjonv, During the continuance of this Lease the Lessee,and
every Sublessee with respect to their leased or purchased portions of the Dernised Premises,shall
keep in good state of repair any and all buildings,furnishings,fixtures,landscaping and equipment
which are brought or constructed or placed upon the Demised Premises by the Lessee, and the
Lessee shall not suffer or pemrit any strip,waste or neglect of any building or other property to be
committed,except for that of normal wear and tear. The Lessee will repair, replace and renovate
such property as often as it may be necessary in order to keep the buildings and other property
Y 2:�
which is the subJect matter of this Lease in first class repair and condition. Additionally. Lessor
shall not be required to fumish any services or facilities, including but not limited to heat,
electricity, air conditioning or water or to make any repairs to the premises or to the Affordable
Housing Unit.
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ARTICLE XVIll
Additional Covenants of Lesseeqessor
Section 18.01 Legn I Ise. The Lessee covenants and agrees with the Lessor that the
Demised Premises will be used primarily for the construction and operation of one(I)individual
affordable single-family home and the other matters as may be set forth in this Lease,with related
amenities and facilities,and for no other purposes whatsoever without Lessor's written consent.
Section 18.02 Termination, Upon termination of this Lease,the Lessee will peaceably and
quietly deliver possession of the Dernised Premises, unless the Lease is extended as provided
herein. Therefore, Lessee shall surrender the improvements together witb the leased premises.
Ownership of some or all improvements shall thereupon revert to Lessor.
Section 18.03 Recover L of Litigation EUeqse. In the event of any suit, action or
proceeding,at law or in equity,by either of the parties hereto against the other,or any other person
having, claiming or possessing any alleged interest in the Dermsed Premises, by reason of any
matter or thing arising out of or relating to this Lease, including any eviction proceeding, the
prevailing party shall recover not only its legal costs, but reasonable attorneys' fees including
appellate,bankruptcy and post-Judgment collection proceedings for the maintcnance or defense of
said action or suit, as the case may be. Any judgment rendered in connection with any litigation
arising out of this Lease shall bear interest at the highest rate allowed by law, Lessor may recover
reasonable legal and professional fees attributable to administration,enforcement and preparation
for litigation relating to this Lease or to the Affordable Restrictions from any person or persons
from or to who a demand or enforcement request is made, regardless of actual initiation of an
action or proceeding.
Section 18.04 Condition of the Demised Premises, Lessee agrees to accept the Dernised
Premises in its presently existing condition"as-is".It is understood and agreed that the Lessee has
determined that the Demised Premises are acceptable for its purposes and ereby certifies same to
Lessor. Lessee, at its sole cost and expense, shall bring or cause to be brought to the Demised
Premises adequate connections for water,electrical power,telephone,storrawater and sewage and
shall arrange with the appropriate utility companies for furnishing such services with no obligation
therefore on the part of Lessor, The Lessor makes no express warranties and disclaims all implied
warranties. Lessee accepts the property in the condition in which it currently is without
representation or warranty, express or implied, in fact or by law, by the Lessor, and without
recourse to the Lessor as to the nature,condition or usability of the Demised Premises,or the uses
to which the Demised Premises may be put, The Lessor shall not be responsible for any latent
defect or change of condition in the improvements and personalty, or of title, and the Rent
hereunder shall not.be withheld or diminished on account of any defect in such title or property,
any change in the condition thereof;any damage occurring thereto, or the existence with respect
thereto of any violations of the laws or regulations of any govern mental authority.
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Section 18.05 Hazardous Materials. Lessee,its Sublessees and assignees,shall not permit
the presence,handling,storage or transportation of hazardous or toxic materials or medical waste
("hazardous waste") in or about the Dernised Premises,except in strict compliance with all laws,
ordinances,rules,regulations,orders and guidelines of any government agency having jurisdiction
and the applicable board of insurance underwriters.In no event shall hazardous waste be disposed
of in or about the Demised Premises, For purposes herein, the term hazardous materials or
substances shall rnean any hazardous, toxic or radioactive substance material, matter or waste
which is or becomes regulated by any federal,state or local law,ordinance,order,rule,regulation,
code or any other governmental restriction or requirement and shall include petroleum products
and asbestos as well as improper or excessive storage or use of common household cleaning and
landscaping chernicals,pesticides,batteries and the like,and those materials defined as hazardous
substance or hazardous waste in the Comprehensive Environmental Response Compensation and
Liability Act and/or the Resource Conservation and Recovery Act.
Lessee shall notify Lessor immediately of any discharge or discovery of any hazardous
waste at,upon, under or within the Demised Premises. Lessee shall,at its sole cost and expense,
comply with all remedial measures required by any governmental agency having jurisdiction,
Lessor and Initial Lessee hereby warrant and represent that to the best of their kilowlcdge,
the Demised Premises is free of any hazardous waste,
Section 18.06 Recordation, Lessee. within five (5) business days after execution of this
Lease, shall record a complete, true and correct copy of the Lease and any addenda or exhibits
thereto and any Related Agreement(s) in the Public Records of Monroe County,Florida and shall
provide Lessor with the written Clerk's receipt of the book and page number where recorded and
the original Lease and Related Agreement(s)after recordation.
ARTICLE XTX
Ror—e
and No Unlawful or Immoral Purpose car Use
Section I Lessor
represents and warrants that to its knowledge, there are no material claims, causes of action or
other proceedings pending or threatened in respect to the ownership, operation or environmental
condition of the Demised Premises or any part thereof. Additionally, the Lessor and Lessee
covenant and agree that so long as the Lessee keeps and perforins all of the covenants and
conditions required by the Lessee to be kept and perforated, the Lessee shall have quiet and
undisturbed and continued possession of the Dernised Premises from claims by Lessor,
Section 19.02 No Unlawful or Immorg]�Pur ose�®r Use. The Lessee will not use or occupy
said premises for any unlawful or immoral purpose and will, at Lessee's sole cost and expense,
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conforrn to and obey any present or future ordinance and/or rules, regulations, requirements and
orders ol'governmental authorities or agencies respecting the use and occupation of the Demised
Prermses,
ARTICLE XX
Miscellaneous
Section 20.01 Covenants RtInping-with Land, All covenants, promises, conditions and
obligations contained herein or implied by law are covenants running with the land and,except as
otherwise provided herein, shall attach and hind and inure to the benefit of the Lessor and Lessee
and their respective heirs,legal representatives,successors and assigns,though this provision shall
in no way alter the restrictions on assignment and subletting applicable to Lessee hereunder. The
parties agree that all covenants, promises, conditions, terins, restrictions and obligations arising
from or under this Lease and the Affordable Restrictions benefit and enhance the communities and
neighborhoods of Monroe County and the private and public lands thereof,and have been imposed
in order to assure these benefits and enhancements for the full Term of this Lease. It is intended,
where appropriate and to serve the public purposes to be furthered by this Lease,that its provisions
be construed, interpreted,applied and enforced in the manner of what is commonly referred to as
a"deed restriction."
Section 20.02 No Waiver. Time is of the essence in the performance of the obligations of
the parties hereto. No waiver of a breach of any of the covenants in this Lease shall be construed
to be a waiver of any succeeding breach of the same covenant,
Section 20,03 Written Modifications. No modification, release, discharge or waiver of
any provisions hereof shall be of any force,effect or value unless in writing Signed by the Lessor
n
and Lessee,or their duly authorized agents or attorneys,
Section 20.04 Entire Agreernent, This Lease, including the Preamble and any written
addenda and all exhibits hereto (all of which are expressly incorporated herein by this reference)
shall constitute the entire agreement between the parties with respect to this instrument as of this
date. No prior written lease or prior or contemporaneous oral promises or representations shall be
binding.
Section 20.05 Notices. If either party desires to give notice to the other in connection with
and/or according to the terms of this Lease, such notice shall be given by certitted mail return
receipt requested or by national overnight tracked and delivery-receipt courier service,and unless
otherwise required to be"received", it shall be deemed given when deposited in the United States
mails or with the courier service with postage or courier fees prepaid. Nothing herein contained
shall be construed as prohibiting the parties respectively from changing the place at which notice
is to be given, or the addition of one additional person or location for notices to be given, but no
such change shall be effective unless and until it shall have been accomplished by written notice
given in the manner set forth in this Section. Notification to Lessor shall be as set forth herein, to
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both of the following offices,unless a different method is later directed as prescribed herein or by
the Affordable Restrictions:
Monroe County Office of the Monroe County
County Attorney 1100 Simonton Street
11 I I 12'h Street, Suite 408 Key West,Florida 33040
Key West,Florida 33040 Attn:Executive Director
Attn. County Attorney
Section 20.06 Joint Liability. If the parties upon either side (Lessor and Lessee) consist
of more than one person,such persons shall be jointly and severally liable on the covenants of this
Lease.
Section 20.07_ Liability Continued Jessor_Liability. All references to the Lessor and
Lessee inean the persons who,from Lime to time,occupy the positions,respectively,of Lessor and
Lessee. In the event of an assignment of this Lease by the Lessor,except for liabilities that may
have been incurred prior to the date of the assignment or as specifically dealt with differently
herein,the Lessor's liability under this Lease shall terminate upon such assignment. In addition,
the Lessor's liability under this Lease, unless specifically dealt with differently herein,shall be at
all times linuted to the Lessor's interest in the Demised Premises,
Section 20.08 Captions. The captions used in this Lease are for convenience of reference
only and in no way define, limit or describe the scope or intent of or in any way affect this Lease.
Section 20.09 Table of Contents, The index preceding this Lease under the same cover
is for the purpose of the convenience of reference only and is not to be deemed or construed in any
way as part cif this Lease,nor as supplemental thereto or amendatory thereof.
Section 20.10 Governing Law,Venue. This Agreement shall be construed under the laws
of the State of Florida, and the venue for any legal proceeding to enforce or determine the terms
and conditions of this Lease shall be Monroe County,Florida.
Section 0.11
Hold�in, Qy�er. Any holding over after the expiration of the Term of this
Lease, with consent of Lessor, shall be construed to be a tenanev from month to month, at twice
the monthly Rent as required to be paid by Lessee for the period immediately prior to the expiration
of the Terns hereof,and shall otherwise be on the terms and conditions herein specified, so far as
applicable.
Section 20.12 Brokers, Lessor and Lessee covenant,wan-ant and represent that no broker
was instrumental in consummating this Lease,and that no conversations or negotiations were had
with any broker concerning the rcnting of"the Demised Premises. Lessee and Lessor agree to hold
one another harmless from and against,and agree to defend at its own expense,any and all claims
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for a brokerage commission by either of them with any brokers.
Section 20.13 Partial hjyAjidL, If any provision of this Lease or the application thereof
to any person or circumstance shall at any time or to any extent be held invalid or unenforceable,
the remainder of this Lease or the application of such provision to persons or circumstances other
than those as to which it is held invalid or unenforceable shall not be affected thercbv.
Section20.14 Fore MajptLiL qa If either party shall be delayed,hindered or prevented frorn
the perfortriance of any act required hereunder by reason of strikes, lockouts, labor trouble,
inability to procure material, failure of power, riots, insurrection, severe tropical or other severe
weather events,war or other reasons of like nature not the fault of the party delayed,in performing
work or doing acts required under this Lease,the period fi--)r the performance ol'any such act shall
be extended for a reasonable period.
Section 20,15 Lessor/Lessee lyelationshiNo�n-Reha�nceb 'Third Parties. This Lease
creates a lessor/lessee relationship, and no other relationship, between the parties, This Lease is
for the sole benefit of the parties hereto and, except for assignments or Subleases pen-nifted
hereunder and to the limited extent thereof, no other person or entity shall be a third party
beneficiary hereunder, No person or entity shall be entitled to rely upon the terms,or any of them,
of this Lease to enforce or attempt to enforce any third-party claim or entitlement to or benefit of
any seiwice or program contemplated hereunder,and the Lessor and the Lessee agree that neither
the Lessor nor the Lessee or any agent, officer, or employee of either shall have the authority to
inform,counsel,or otherwise indicate that any particular individual or group of individuals,entity
or entities,have entitlements or benefits tinder this Lease separate and apart,inferior to,or superior
to the community in general or for the purposes contemplated in this Lease.
Section 20.116 Conti epcies. This Lease Agreement is contingent upon Initial Lessee
obtaining construction financing; all necessary permits to build the Affordable Housing Unit
described herein; as well as Initial Lessee obtaining adequate access for the Unit Owner(s) to
access the Affordable Housing Unit at all tinies. Therefore,in the event Initial Lessee is unable to
obtain financing.. permits or adequate access within the time for performance set forth herein,
Initial Lessee may terminate this Lease. Termination of the Lease under such circumstances shall
constitute effective,Tull and immediate conveyance and assignment to Lessor of all of the Dernised
Premises, improvements and materials and redevelopment rights to and associated with the
Dernised Premises and the Project, subject to mortgagee protection as provided herein, Initial
Losses hereby acknowledges that in the event Initial Lessee terminates this Agreement, Initial
Lessee will riot receive a reimbursement from Lessor for costs incurred by Initial Lessee prior to
such ten-nination.
Section 20.17 Radon Gas Notification. Radon is a naturally occurring radioactive gas that,
when it has accumulated in a building in sufficient quantities, may pose health risks to persons
who are exposed to it over time. Levels of radon that exceed federal and state guidelines have
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been found in buildinLys. Additional information regarding radon and radon testing may be
obtained from your county health unit. Lessor shall not be responsible for radon testing for any
persons purchasing, leasing or occupying any portion of the Demised Premises, and all owners,
Lessees and Sublessees shall hold Lessor harmless and indemnify Lessor for damages or claims
related thereto and releases Lessor from same,
Section 20.18 Mold Disclosure, Mold is a naturally occurring phenomenon that, when it
has accumulated in a building in sufficient quantities, may pose health risks to persons who are
exposed to it over time. Mold has been found in buildings in Monroe County, There are no
measures that can guarantee against mold, but additional information regarding mold and mold
prevention and health effects may be obtained from your county health unit or the EPA or CDC.
Lessee and Sublessees accept responsibility to inspect for mold and take measures to reduce mold.
Lessor shall not be responsible for mold testing for any persons purchasing, leasing or occupying
any portion of the Demised Premises, and all owners, Lessees and Sublessees shall hold Lessor
han-rdess and indemnify Lessor for damages or claims related thereto and releases Lessor from
same.
Section 29.19 Subsequent Changes in Law or Re gelation. Where a change can reasonably
be applied to benefit, enhance or support Lessor's affordable housing goals, objectives and
policies, Lessor shall have the right to claim the benefit from any subsequent change to any
applicable state,or federal law or regulation that might in any way affect this Lease,the Affordable
Restrictions, any Related Agreements or their respective application and enforceability, without
limitation. In such instance,this Lease shall be construed or,where necessary, may be reformed
to give effect to this provision,but such construction shall not permit a fundamentally inequitable
result for any party.
Section 20.20 Government Rjjr sa. Lessor, through this Lease and the Affordable
Restrictions, furthers a government housing purpose, and, in Ling so, expressly reserves and in
no way shall be deemed to have waived, for itself or its assigns, successors,employees, officers,
agents and representatives any sovereign, quasi-governmental and any other similar defense,
immunity, exemption or protection against any suit,cause of action,demand or liability.
Section 20.21 Breach of Re
lated Agreements/RernecLies. To the extent that any purchase
and sale or Related Agreement relating to the Dernised Premises incorporates,relates to and/or is
contingent upon the execution of and/or any performance under this Lease, any material breach
under such other agreement shall be a material breach of this Lease and any material breach under
this Lease shall be a material breach of such other agreement. Moreover,the parties agree that any
remedy available for any breach under this Lease or any Related Agreements shall be cumulatively
or selectively available at Lessor's complete discretion,with any election to avail itself or proceed
tinder any particular remedial mechanism in no way to be construed as a waiver or relinquishment
of Lessor's right to proceed under any other mechanism at any time or in any particular sequence.
Section 20,22—5AWlemental Administrative Enforcement. Lessor, or its appropriate
agency,may,establish under the Affordable Restrictions,as amended from time to time during the
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Tenn of this Lease, such rules, procedures, administrative fonns of proceedings and such
evidentiary standards as deemed reasonable within Lessor's legislative prerogative,to implement
enforcement of the terms of this Lease and the Affordable Restrictions, Such forums may include
but in an way be limited to use of Code Enforcement procedures pursuant to Chapter 162,Florida
Statutes, to deterniine.. for and only by way of one example, and not as any limitation, the facts
and legal effect of an allegedly unauthorized "offer to rent", or, for another example, an
unauthorized "occupancy," However. nothing herein shall be deemed to firnit Lessor, Initial
Lessee or any mortgagee from access to an appropriate court of competent jurisdiction where the
resolution of any dispute would be beyond the competence or lawful jurisdiction of any
administrative proceeding,
Section 20.23 Exceptions to Lease/Rental Prohibition. In addition to privileges
recognized herein for Initial Lessee and certain"bulk"purchasers,which are not hereby restricted,
Lessor or its designee,in its sole discretion,shall have the right to adopt as part of future Affordable
Restrictions provisions to allow Sublessees the limited privilege to rent or lease the Alfordable
Housing Unit to qualified persons. Requests for such approval shall be made in accordance with
such procedures Lessor may in the future choose to adopt.It is contemplated,though not promised
or required,that certain limited rental provisions may be adopted in the future for circumstances
such as, for example,but without limitation-
(a) A Sublessee's required absence from the local area for official military duty.
(b) An illness that legitimately requires a Sublessee to be hospitalized for an extended
period,
(c) A family emergency legitimately requiring a Sublessee to leave the Keys for a
period longer than thirty(30)days,
Lessor, in its discretion, shall have the right to amend, modify, extend, decrease or
terminate any such exceptions under this Section 20.23 or the Affordable Restrictions at any time.
Section 20,,24 Draftin 1 of_l-,ease a�ndan Belated�Arce�ment. The parties acknowledge
that they jointly participated in the drafting of this Lease and any Related Agreements with the
benefit of counsel,or had the opportunity to receive such benefit of counsel, and that no to or
provision of this Lease or a Related Agreement shall be construed in favor of or against either
party based solely on the drafting of this Lease or the Related Agreement,
Section 20.25 Lessor's Duty tea L cao crate. Where required under this Lease or Related
Agreement, Lessor shall, to ensure the implementation of the public affordability purpose
furthered by this Lease, cooperate with reasonable requests of Initial Lessee, Sublessees,
mortgagees,title insurers,closing agents,government agencies and the like regarding any relevant
terms and conditions contained herein.
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[Signatures to Follow]
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IN FITNESS WHEREOF, the, Lessor and the Lessee have hereunto set their hands and
seals, the day and year above written.
Signed, Sealed and Delivered MONROE COUNTY BOARD
�r bUNTY COMMISSIONERS
inthsenceo€two witnesses:
�P
t`-
}
t
Irian d Naxrr' 1`). Miyor Ho Iy Merrill Rasehein
Printed Name � 1
APPROVED AS 7'4?FORM 8G I.EGAi,SFIF'F1CIENC°I
4Assf
o ty Attu ey's Office
Lessor)
Ia elke epee
art C. tytt� ey
STATE OF FLORIDA
COUNTY OF MONROE
The foregoing instrument was acknowledged before me this 1-'Ar day of 2023
by Holly Merrill Raschein, as Mayor of Monroe County Board of County my Commissioners
LW c enyrc nr has produced as
identification.
[Notary Seal]
Notary Ptabli
"`� = CQ8��1 10N#GG 935699
Printed Name
My Commission Expires:
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LESSEE:
HABITAT FOR HUMANITY OF KEY
WEST AND LOWER FLORIDA KEYS,
J
INC.,a Florida not for profit corporation
I r wed Name r -, Terri Dill as President
Printed Na e'
(as to Lessee)
STATE OF FLORIDA
COUNTY OF MONROE
The foregoing instrument was acknowledged before me this day of L 2023
by'Perri Bill as President of Habitat for Humanity of Key Vest and Lower Florida Treys,
Inc®, a Florida not for profit corporation who is personally know_j -or has produced
as identifi atiorn.
[Notary Seal] No�ty
Paz lic
Printed Name: � �` ���� a �
N�Sdty PtD4iC 5t�t of Fiorlda
till
'"'y PU 8. hits
m y�o l�s�t�n My Commission Expires: /
Exp.913112026
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EX141BIT"A"
LEGAL DESCRIPTION
Lot 8,Block 1,Amended Plat of The Ladies Acre,according to the plat thereof
as recorded in Plat Book 5, Page 96, Public Records of Monroe Counoy,
Florida;
Parcel ID No.00222830-000000.
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EXHIBIT" "
DEPICTION OF PROJECT LAYOUT
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This Instrument Prepared By:
Gregory S.Oropeza,Esq,
Oropeza,Stones,&Cardenas,PLLC
221 Simonton Street
Key West.,Florida 33040
EXHIBIT"C"
COMMENCEMENT DATE AGREEMENT
This Agreement is made as of ---, 2023 by and between
(*'Lessor")and ("'Lessee").
WHEREAS, Lessor and Lessee have entered into a Lease dated 2023 for
Premises designated on Exhibit A attached to the Lease, which was duly recorded at Book
Page_,along with a Related Agreement,that cerntin Agreement for Sale and Purchase,dated
2023,recorded at Book—Page_all of the Public Records of Monroe County,Florida.
WHEREAS, the Commencement Date, as further defined in Article III of the Lease, has
occurred;and pursuant to the Lease,Lessor and Lessee desire to confinn various dates relating to
the Lease.
NOW THEREFORE, Lessor and Lessee agree and acknowledge that the information set
forth below is true and accurate.
Commencemew Date., 2023
Initial Term E:spiration Date: 12122
The execution of this Agreement shall not constitute an exercise by Lessee of its option
with respect to any Extended Terni.
EXECUTED as a sealed instrument on the date first set forth above.
LESSOR: LESSEE:
By:
its its
Witness I Witness I
—----------
Witness 2 Witness 2
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EXHIBIT "D"
LETTER OF ACKNOWLEDGEMENT
TO: Initial Lessee.,or its assigns
Address of Initial Lessee,or its assigns
DATE�—
This letter is given to (.....Initial Lessee....) as an acknowledgement in regard to the
Affordable Housing Unit that I am purchasing. I hereby acknowledge the following:
• That I meet the requirements set forth in the Affordable Restrictions to purchase an
affordable unit. I understand that the unit I am buying is being sold to rite at a price
restricted below fair market value for my, future similarly situated persons and
Monroe County's benefits.
• That the Affordable Housing Unit that I am purchasing is subject to a 99-year
ground lease by and between Monroe County,, a political subdivision of the State
of Florida, and (hereinafter "Lease") and
therefore I will be subleasing a parcel of land.
• That any legal counsel, has explained to me the
terms and conditions of the Lease, including without limitation the meaning of the
to "Affordable Restrictions", and other legal documents that are part of this
transaction,
• "That I understand the terms of the Lease and how the terms and conditions set forth
therein will affect my rights as an owner of the Affordable Housing Unit,now and
in the future.
• That I agree to abide by the Affordable Restrictions., as defined in the Lease,and I
understand and agree for myself and my successors in interest that Monroe County
may change some of the Affordable Restrictions over the 99-year terrn of the Lease
and that I will be expected to abide by any such changes,
THAT I UNDERSTAND AND ACKNOWLEDGE THAT AS A RESULT OF
FUNDING PROVIDED BY THE MONROE COUNTY COMPREHENSIVE
PLAN LAND AUTHORITY THAT DURING THE COURSE OF MY
OCCUPANCY, OWNERSHIP OR TENANCY, MY INCOME MAY NOT
EXCEED ONE HUNDRED SIXTY PERCENT (160%) OF AREA MEAN
INCOME {A I) IN ACCORDANCE WITH FS, SECTION 380.0666 AS
AMENDED FROM TIME TO TIME.IN THE EVENT THAT MY INCOME
EXCEEDS ONE HUNDRED SIXTY PERCENT (160%) OF AREA MEAN
INCOME (AMI) I SHALL BE REQUIRED TO VACATE AND OR SELL
MY UNIT WITHIN ONE(1)YEAR OF SUCH DETERMINATION,
That I understand and acknowledge that I will be subject to annual income
qualification determinations to determine compliance with the income
qualifications as required herein, including, but not limited to the preceding
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paragraph.
* That I understand and agree that one of the goals of the Lease is to keep this
Affordable Housing Unit affordable from one owner to the next,and I support this
goal.
a That in the event I want to sell my Affordable Housing Unit, I must comply with
the requirements set forth in the Lease, including but not limited to the price at
which I might be allowed to sell it,the persons to whom I might be allowed to sell
it to and that the timing and procedures for sales will be restricted.
9 That my lease prohibits me from severing the improvements from the real property.
* That my family and I must occupy the Affordable Housing Unit and that it cannot
be rented to third parties without the written approval of the Lessor.
0 1 understand that in the event that I die,my home may be devised and occupied by
my wife,my children or any other heirs so long as they meet the requirements for
affordable housing as set forth in the Lease.
0 That I have reviewed the terms of the Lease and transaction documents and that I
consider said terms fair and necessary to preserve affordable housing and of special
benefit to me.
0 1 hereby warrant that I have not dealt with any broker other than
in connection with the consummation of the
purchase of the Affordable Housing Unit.
Page 46 Of 46
2366
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RESOLUTION NO. 489 - 2023
A RESOLUTION OF THE MONROE COUNTY BOARD OF
COUNTY COMMISSION REQUESTING THAT THE
MONROE COUNTY COMPREHENSIVE PLAN LAND
AUTHORITY CONVEY REAL PROPERTY LOCATED AT
BLOCK 22, LOT 11, BIG PINE COVE SUBDIVISION (PB 3-
131), ON BIG PINE KEY; BLOCK 3, LOT 5, SAM-N-JOE
SUBDIVISION (PB 3-76)7 ON BIG PINE KEY; BLOCK 1,
LOT 8, AMENDED PLAT OF THE LADIES ACRE (PB 5-96)7
ON LITTLE TORCH KEY; BLOCK 1, LOT 9, AMENDED
PLAT OF THE LADIES ACRE (PB 5-96)7 ON LITTLE
TORCH KEY TO MONROE COUNTY; COMMITTING TO
LEASE THE SUBJECT PROPERTY TO HABITAT FOR
HUMANITY OF KEY WEST AND LOWER FLORIDA KEYS,
INC. FOR DEVELOPMENT WITH AFFORDABLE
HOUSING; AND AUTHORIZING THE MAYOR TO SIGN A
LAND USE RESTRICTION AGREEMENT (LURA) FOR
EACH LOT.
WHEREAS, Board of County Commissioners ("BOCC") desires the Monroe County
Comprehensive Plan Land Authority (hereinafter "Authority") to convey four properties
described as:
Block 22, Lot 11, Big Pine Cove Subdivision (PB 3-131), on Big Pine Key;
Block 3, Lot 5, Sam-N-Joe Subdivision (PB 3-76), on Big Pine Key;
Block 1, Lot 8, Amended Plat of The Ladies Acre (PB 5-96), on Little Torch Key;
Block 1, Lot 9, Amended Plat of The Ladies Acre (PB 5-96), on Little Torch Key;
(hereinafter "Subject Property") for affordable housing to the BOCC; and
WHEREAS, use of the Subject Property for affordable housing is consistent with the
policies of the County's Comprehensive Plan and Land Development Regulations; and
WHEREAS, Habitat for Humanity of Key West and Lower Florida Keys, Inc. requested
these lots so they can develop four (4) individual single-family homes on the Subject
Property;
NOW, THEREFORE, BE IT RESOLVED BY THE MONROE COUNTY BOARD OF
COUNTY COMMISSIONERS THAT:
Section 1. The above recitals are true and correct and incorporated herein.
Section 2. The BOCC hereby requests the Subject Property be conveyed to the BOCC
by the Authority.
Page 1 of 2
2367
Section 3. The BOCC hereby commits to lease the Subject Property to Habitat for
Humanity of Key West and Lower Florida Keys, Inc. for development with affordable
housing.
Section 4. The Mayor is hereby authorized to execute the Land Use Restriction
Agreements (LURAs) shown in Attachment "A" restricting use of the Subject Property to
affordable housing in accordance with Section 380.0666 (3)(a), Florida Statutes.
Section 5. This resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED by the Monroe County Board of County Commission at a
regular meeting on this 18th day of October , 2023.
Mayor Craig Cates Yes
Mayor Pro Tern Holly Merrill Raschein Yes
Commissioner Michelle Lincoln Yes
Commissioner James Scholl Yes
Commissioner David P. Rice Yes
BOARD OF COUNTY COMMISSIONERS
OF MONROE C NTY, FLORIDA
a<= BY:
=� = Mpfor aig at s
KEVIN MADOK, CLERK
By:
As eputy tlerk
Digitally signed by Robert B.Shillinger
DN:cn=Robert B.Shillinger,o=Monroe County BOCC, Y w
Robert B. 5 h i 11 i n g e�r`Ou=Monroe County Attorney,email=shlllinger- ^
(,'---,bob@monroecounty-fl.gov,c=US -1
n On
Date:2023.10.19 15:54:12-04'00' �f—
Approved as to form and legal sufficiency , w C)
Robert B. Shillinger, Monroe County Attorney -v
Ir `C�)
Page 2 of 2
2368
Attachment "A"
THIS INSTRUMENT PREPARED
BY AND RETURN TO:
Gregory S.Oropeza,Esq.
Oropeza,Stones,&Cardenas,PLLC
221 Simonton Street
Key West,FL 33040
LAND USE RESTRICTION AGREEMENT
Block 22, Lot 11, BIG PINE COVE, according to the Plat thereof, recorded in Plat Book 3, Page
131, of the Public Records of Monroe County, Florida
Parcel ID# 00308490-000000
THIS LAND USE RESTRICTION AGREEMENT (hereinafter "Agreement") is made
and entered into as of the day of , 2023, between MONROE COUNTY
(hereinafter "County") and the MONROE COUNTY COMPREHENSIVE PLAN LAND
AUTHORITY, a land authority pursuant to section 380.0663(l), Florida Statutes and Monroe
County Ordinance No. 031-1986 (hereinafter "Land Authority"), and their respective successors
and assigns.
RECITALS
A. The site is legally described as Block 22, Lot 11, BIG PINE COVE, according to
the Plat thereof, recorded in Plat Book 3, Page 131, of the Public Records of Monroe County,
Florida, Parcel ID# 00308490-000000.
B. The County has adopted Resolution XX-XXXX requesting the Subject Property be
conveyed to the County for affordable housing.
C. The Land Authority has adopted Resolution XX-XXXX authorizing conveyance of
the Subject Property.
D. The County has agreed that the Subject Property shall only be used consistent with
Florida Statutes 3 80.0666(3)(a)for affordable housing and shall be leased to Habitat for Humanity
of Key West and the Lower Keys, Inc. (hereinafter"Habitat for Humanity).
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, the County and Land Authority do hereby contract and agree as follows:
Page 1 of 6
2369
ARTICLE I
COMPLIANCE WITH LAND AUTHORITY REQUIREMENTS
In order to comply with the Land Authority's requirements pursuant to section
380.0663(l), et seq., Florida Statutes ("Land Authority Statute") and Monroe County Ordinance
No. 031-1986, the County hereby covenants and agrees as follows:
1.01 The restrictions contained in this Article I shall not expire, shall run with the Subject
Property in perpetuity and shall be binding upon the County.
1.02 Use of the Subject Property shall be restricted to affordable housing as defined in Florida
Statute 380 which requires household income not exceed 160% of the Area Median
Income. Nothing contained herein shall preclude the Habitat for Humanity, County, or
State or any other entity providing affordable housing on the subject property from setting
more restrictive income limits than those imposed by the Agreement. If the Land Authority
Statute is amended from time to time, Habitat for Humanity shall have the ability to utilize
any portions of the Land Authority Statute thereby amended,which may be less restrictive.
If the Land Authority Statute is not amended to allow families that purchase the homes
constructed by Habitat for Humanity to income qualify at the time of purchase only,Habitat
for Humanity shall have the ability to repay the original contract purchase price Land
Authority paid, shown in Article 11 and this Agreement may be released.
1.03 The County is responsible for ensuring compliance with the restrictions in this Article I
and expressly agrees to furnish, upon the Land Authority's request, written certification
thereof.
ARTICLE II
CONSIDERATION
The Land Authority purchased the Subject Property for $99,000, as an inducement to the
County to restrict use of the Subject Property to affordable housing in perpetuity. Inconsideration
of said Land Authority funding for the foregoing purposes, the County and Land Authority have
entered into this Agreement.
ARTICLE III
RELIANCE
In performing its duties hereunder, the Land Authority may rely upon statements and
certificates of the County, its tenants, and the residents of the Subject Property 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 County pertaining to occupancy of the Subject Property.
Page 2 of 6
2370
ARTICLE IV
TERM
This Agreement shall become effective upon its execution and delivery and shall remain
in full force and effect without expiration,unless modified by mutual written consent of the parties.
ARTICLE V
ENFORCEMENT
If the County defaults in the performance of its obligations under this Agreement or
breaches any material covenant, agreement or warranty of the County set forth in this Agreement,
and if such default remains uncured for a period of thirty (30) days after written notice thereof
shall have been given by the Land Authority to the County, then the Land Authority may take any
action at law or in equity or otherwise to address said default(s). However, if the default stated in
such notice can be corrected, but not within the thirty (30) day period, and if the County adopts a
plan to correct or cure the default and commences the correction within the thirty (30) day period
(subject to any rights of tenants in possession of units under a valid lease agreement), and thereafter
diligently pursues the same to completion within such extended period, the Land Authority shall
not have waived its right of enforcement if the default remains uncured after the expiration of the
extended cure period.
ARTICLE VI
RECORDING AND FILING; COVENANTS TO RUN WITH THE LAND
6.01. Upon execution the County shall cause this Agreement and all amendments and
supplements hereto to be recorded and filed in the official public records of Monroe County and
shall pay all fees and charges incurred in connection therewith.
6.02 This Agreement and the covenants contained herein shall run with the land and
shall bind, and the benefits shall inure to, respectively, the County and Land Authority and their
respective successors and assigns during the term of this Agreement.
ARTICLE VII
GOVERNING LAW
This Agreement 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.
ARTICLE VIII
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 or(b) national
Page 3 of 6
2371
express air courier, provided such courier maintains written verification of actual delivery. Any
notice or other communication given by the means described in subsection (a) or (b) above shall
be deemed effective upon the date of receipt or the date of refusal to accept delivery by the party
to whom such notice or other communication has been sent.
Land Authority: Monroe County Land Authority
1200 Truman Avenue, Suite 207
Key West, FL 33040
Attention: Executive Director
County: Monroe County
1100 Simonton St
Key West, FL 33040
Attention: County Administrator
Monroe County Office of County Attorney
1111 12th Street
Suite 408
Key West, FL 33040
Attention: County Attorney
Any party may change said address by giving the other parties hereto notice of such change
of address in accordance with the foregoing provisions.
ARTICLE IX
MISCELLANEOUS
9.01. 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.
9.02. 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.
Page 4 of 6
2372
COUNTERPART SIGNATURE PAGE TO
LAND USE RESTRICTION AGREEMENT
Block 22, Lot 11, BIG PINE COVE, according to the Plat thereof, recorded in Plat Book 3, Page
131, of the Public Records of Monroe County,Florida Parcel ID# 00308490-000000
IN WITNESS WHEREOF, the County and Land Authority have caused this Agreement
to be signed, sealed and attested on their behalf by duly authorized representatives, all as of the
date first set forth above.
WITNESSES: Monroe County
Print:
By:
Mayor Craig Cates
Print:
Address: 1100 Simonton Street
Key West, Florida 33040
Approved as to form and legality
Robert Shillinger, Esq.
STATE OF FLORIDA
COUNTY OF MONROE
The foregoing instrument was acknowledged before me by means of physical presence this
day of , 20_by Craig Cates as Mayor of Monroe County. Said person
is personally known to me or has produced a valid driver's license as identification.
Notary Public; State of Florida
Print Name:
My Commission Expires:
My Commission No.:
Page 5 of 6
2373
COUNTERPART SIGNATURE PAGE TO
LAND USE RESTRICTION AGREEMENT
Block 22, Lot 11, BIG PINE COVE, according to the Plat thereof, recorded in Plat Book 3, Page
131, of the Public Records of Monroe County,Florida Parcel ID#00308490-000000
IN WITNESS WHEREOF, the County and Land Authority have caused this Agreement
to be signed, sealed and attested on their behalf by duly authorized representatives, all as of the
date first set forth above.
WITNESSES: MONROE COUNTY COMPREHENSIVE PLAN
LAND AUTHORITY
Print:
By:
David P. Rice, Chairman
Print:
Address: 1200 Truman Avenue, Suite 207
Key West, FL 33040
Approved as to form and legality [SEAL]
Gregory S. Oropeza, Esq.
STATE OF FLORIDA
COUNTY OF MONROE
The foregoing instrument was acknowledged before me by means of physical presence
this day of 20_, by David P. Rice, as Chairman of the MONROE
COUNTY COMPREHENSIVE PLAN LAND AUTHORITY, a land authority pursuant to section
380.0663(l),Florida Statutes and Monroe County Ordinance No. 031-1986, on behalf of the Land
Authority. Said person is personally known to me or has produced a valid driver's license as
identification.
Notary Public; State of Florida
Print Name:
My Commission Expires:
My Commission No.:
Page 6 of 6
2374
THIS INSTRUMENT PREPARED
BY AND RETURN TO:
Gregory S.Oropeza,Esq.
Oropeza,Stones,&Cardenas,PLLC
221 Simonton Street
Key West,FL 33040
LAND USE RESTRICTION AGREEMENT
Block 3, Lot 5, Sam-N-Joe Subdivision, according to the Plat thereof, recorded in Plat Book 3,
Page 76, of the Public Records of Monroe County, Florida
Parcel ID #00300250-000000
THIS LAND USE RESTRICTION AGREEMENT (hereinafter "Agreement") is made
and entered into as of the day of , 2023, between MONROE COUNTY
(hereinafter "County") and the MONROE COUNTY COMPREHENSIVE PLAN LAND
AUTHORITY, a land authority pursuant to section 380.0663(l), Florida Statutes and Monroe
County Ordinance No. 031-1986 (hereinafter "Land Authority"), and their respective successors
and assigns.
RECITALS
A. The site is legally described as Block 3, Lot 5, Sam-N-Joe Subdivision, according
to the Plat thereof, recorded in Plat Book 3, Page 76, of the Public Records of Monroe County,
Florida, Parcel ID# 00300250-000000.
B. The County has adopted Resolution XX-XXXX requesting the Subject Property be
conveyed to the County for affordable housing.
C. The Land Authority has adopted Resolution XX-XXXX authorizing conveyance of
the Subject Property.
D. The County has agreed that the Subject Property shall only be used consistent with
Florida Statutes 3 80.0666(3)(a)for affordable housing and shall be leased to Habitat for Humanity
of Key West and the Lower Keys, Inc. (hereinafter"Habitat for Humanity).
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, the County and Land Authority do hereby contract and agree as follows:
Page 1 of 6
2375
ARTICLE I
COMPLIANCE WITH LAND AUTHORITY REQUIREMENTS
In order to comply with the Land Authority's requirements pursuant to section
380.0663(l), et seq., Florida Statutes ("Land Authority Statute") and Monroe County Ordinance
No. 031-1986, the County hereby covenants and agrees as follows:
1.01 The restrictions contained in this Article I shall not expire, shall run with the Subject
Property in perpetuity and shall be binding upon the County.
1.02 Use of the Subject Property shall be restricted to affordable housing as defined in Florida
Statute 380 which requires household income not exceed 160% of the Area Median
Income. Nothing contained herein shall preclude the Habitat for Humanity, County, or
State or any other entity providing affordable housing on the subject property from setting
more restrictive income limits than those imposed by the Agreement. If the Land Authority
Statute is amended from time to time, Habitat for Humanity shall have the ability to utilize
any portions of the Land Authority Statute thereby amended,which may be less restrictive.
If the Land Authority Statute is not amended to allow families that purchase the homes
constructed by Habitat for Humanity to income qualify at the time of purchase only,Habitat
for Humanity shall have the ability to repay the original contract purchase price Land
Authority paid, shown in Article 11 and this Agreement may be released.
1.03 The County is responsible for ensuring compliance with the restrictions in this Article I
and expressly agrees to furnish, upon the Land Authority's request, written certification
thereof.
ARTICLE II
CONSIDERATION
The Land Authority purchased the Subject Property for $99,000, as an inducement to the
County to restrict use of the Subject Property to affordable housing in perpetuity. Inconsideration
of said Land Authority funding for the foregoing purposes, the County and Land Authority have
entered into this Agreement.
ARTICLE III
RELIANCE
In performing its duties hereunder, the Land Authority may rely upon statements and
certificates of the County, its tenants, and the residents of the Subject Property 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 County pertaining to occupancy of the Subject Property.
Page 2 of 6
2376
ARTICLE IV
TERM
This Agreement shall become effective upon its execution and delivery and shall remain
in full force and effect without expiration,unless modified by mutual written consent of the parties.
ARTICLE V
ENFORCEMENT
If the County defaults in the performance of its obligations under this Agreement or
breaches any material covenant, agreement or warranty of the County set forth in this Agreement,
and if such default remains uncured for a period of thirty (30) days after written notice thereof
shall have been given by the Land Authority to the County, then the Land Authority may take any
action at law or in equity or otherwise to address said default(s). However, if the default stated in
such notice can be corrected, but not within the thirty (30) day period, and if the County adopts a
plan to correct or cure the default and commences the correction within the thirty (30) day period
(subject to any rights of tenants in possession of units under a valid lease agreement), and thereafter
diligently pursues the same to completion within such extended period, the Land Authority shall
not have waived its right of enforcement if the default remains uncured after the expiration of the
extended cure period.
ARTICLE VI
RECORDING AND FILING; COVENANTS TO RUN WITH THE LAND
6.01. Upon execution the County shall cause this Agreement and all amendments and
supplements hereto to be recorded and filed in the official public records of Monroe County and
shall pay all fees and charges incurred in connection therewith.
6.02 This Agreement and the covenants contained herein shall run with the land and
shall bind, and the benefits shall inure to, respectively, the County and Land Authority and their
respective successors and assigns during the term of this Agreement.
ARTICLE VII
GOVERNING LAW
This Agreement 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.
ARTICLE VIII
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 or(b) national
Page 3 of 6
2377
express air courier, provided such courier maintains written verification of actual delivery. Any
notice or other communication given by the means described in subsection (a) or (b) above shall
be deemed effective upon the date of receipt or the date of refusal to accept delivery by the party
to whom such notice or other communication has been sent.
Land Authority: Monroe County Land Authority
1200 Truman Avenue, Suite 207
Key West, FL 33040
Attention: Executive Director
County: Monroe County
1100 Simonton St
Key West, FL 33040
Attention: County Administrator
Monroe County Office of County Attorney
1111 12th Street
Suite 408
Key West, FL 33040
Attention: County Attorney
Any party may change said address by giving the other parties hereto notice of such change
of address in accordance with the foregoing provisions.
ARTICLE IX
MISCELLANEOUS
9.01. 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.
9.02. 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.
Page 4 of 6
2378
COUNTERPART SIGNATURE PAGE TO
LAND USE RESTRICTION AGREEMENT
Block 3, Lot 5, Sam-N-Joe Subdivision, according to the Plat thereof, recorded in Plat Book 3,
Page 76, of the Public Records of Monroe County, Florida Parcel ID#00300250-000000
IN WITNESS WHEREOF, the County and Land Authority have caused this Agreement
to be signed, sealed and attested on their behalf by duly authorized representatives, all as of the
date first set forth above.
WITNESSES: Monroe County
Print:
By:
Mayor Craig Cates
Print:
Address: 1100 Simonton Street
Key West, Florida 33040
Approved as to form and legality
Robert Shillinger, Esq.
STATE OF FLORIDA
COUNTY OF MONROE
The foregoing instrument was acknowledged before me by means of physical presence this
day of , 20_by Craig Cates as Mayor of Monroe County. Said person
is personally known to me or has produced a valid driver's license as identification.
Notary Public; State of Florida
Print Name:
My Commission Expires:
My Commission No.:
Page 5 of 6
2379
COUNTERPART SIGNATURE PAGE TO
LAND USE RESTRICTION AGREEMENT
Block 3, Lot 5, Sam-N-Joe Subdivision, according to the Plat thereof, recorded in Plat Book 3,
Page 76, of the Public Records of Monroe County, Florida Parcel ID#00300250-000000
IN WITNESS WHEREOF, the County and Land Authority have caused this Agreement
to be signed, sealed and attested on their behalf by duly authorized representatives, all as of the
date first set forth above.
WITNESSES: MONROE COUNTY COMPREHENSIVE PLAN
LAND AUTHORITY
Print:
By:
David P. Rice, Chairman
Print:
Address: 1200 Truman Avenue, Suite 207
Key West, FL 33040
Approved as to form and legality [SEAL]
Gregory S. Oropeza, Esq.
STATE OF FLORIDA
COUNTY OF MONROE
The foregoing instrument was acknowledged before me by means of physical presence
this day of 20_, by David P. Rice, as Chairman of the MONROE
COUNTY COMPREHENSIVE PLAN LAND AUTHORITY, a land authority pursuant to section
380.0663(l),Florida Statutes and Monroe County Ordinance No. 031-1986, on behalf of the Land
Authority. Said person is personally known to me or has produced a valid driver's license as
identification.
Notary Public; State of Florida
Print Name:
My Commission Expires:
My Commission No.:
Page 6 of 6
2380
THIS INSTRUMENT PREPARED
BY AND RETURN TO:
Gregory S.Oropeza,Esq.
Oropeza,Stones,&Cardenas,PLLC
221 Simonton Street
Key West,FL 33040
LAND USE RESTRICTION AGREEMENT
Block 1, Lot 8, Amended Plat of The Ladies Acre, according to the Plat thereof, recorded in Plat
Book 5, Page 96, of the Public Records of Monroe County, Florida
Parcel ID#00222830-000000
THIS LAND USE RESTRICTION AGREEMENT (hereinafter "Agreement") is made
and entered into as of the day of , 2023, between MONROE COUNTY
(hereinafter "County") and the MONROE COUNTY COMPREHENSIVE PLAN LAND
AUTHORITY, a land authority pursuant to section 380.0663(l), Florida Statutes and Monroe
County Ordinance No. 031-1986 (hereinafter "Land Authority"), and their respective successors
and assigns.
RECITALS
A. The site is legally described as Block 1, Lot 8, Amended Plat of The Ladies Acre,
according to the Plat thereof, recorded in Plat Book 5, Page 96, of the Public Records of Monroe
County, Florida, Parcel ID#00222830-000000
B. The County has adopted Resolution XX-XXXX requesting the Subject Property be
conveyed to the County for affordable housing.
C. The Land Authority has adopted Resolution XX-XXXX authorizing conveyance of
the Subject Property.
D. The County has agreed that the Subject Property shall only be used consistent with
Florida Statutes 3 80.0666(3)(a)for affordable housing and shall be leased to Habitat for Humanity
of Key West and the Lower Keys, Inc. (hereinafter"Habitat for Humanity).
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, the County and Land Authority do hereby contract and agree as follows:
Page 1 of 6
2381
ARTICLE I
COMPLIANCE WITH LAND AUTHORITY REQUIREMENTS
In order to comply with the Land Authority's requirements pursuant to section
380.0663(l), et seq., Florida Statutes ("Land Authority Statute") and Monroe County Ordinance
No. 031-1986, the County hereby covenants and agrees as follows:
1.01 The restrictions contained in this Article I shall not expire, shall run with the Subject
Property in perpetuity and shall be binding upon the County.
1.02 Use of the Subject Property shall be restricted to affordable housing as defined in Florida
Statute 380 which requires household income not exceed 160% of the Area Median
Income. Nothing contained herein shall preclude the Habitat for Humanity, County, or
State or any other entity providing affordable housing on the subject property from setting
more restrictive income limits than those imposed by the Agreement. If the Land Authority
Statute is amended from time to time, Habitat for Humanity shall have the ability to utilize
any portions of the Land Authority Statute thereby amended,which may be less restrictive.
If the Land Authority Statute is not amended to allow families that purchase the homes
constructed by Habitat for Humanity to income qualify at the time of purchase only,Habitat
for Humanity shall have the ability to repay the original contract purchase price Land
Authority paid, shown in Article 11 and this Agreement may be released.
1.03 The County is responsible for ensuring compliance with the restrictions in this Article I
and expressly agrees to furnish, upon the Land Authority's request, written certification
thereof.
ARTICLE II
CONSIDERATION
The Land Authority purchased the Subject Property for $99,000, as an inducement to the
County to restrict use of the Subject Property to affordable housing in perpetuity. Inconsideration
of said Land Authority funding for the foregoing purposes, the County and Land Authority have
entered into this Agreement.
ARTICLE III
RELIANCE
In performing its duties hereunder, the Land Authority may rely upon statements and
certificates of the County, its tenants, and the residents of the Subject Property 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 County pertaining to occupancy of the Subject Property.
Page 2 of 6
2382
ARTICLE IV
TERM
This Agreement shall become effective upon its execution and delivery and shall remain
in full force and effect without expiration,unless modified by mutual written consent of the parties.
ARTICLE V
ENFORCEMENT
If the County defaults in the performance of its obligations under this Agreement or
breaches any material covenant, agreement or warranty of the County set forth in this Agreement,
and if such default remains uncured for a period of thirty (30) days after written notice thereof
shall have been given by the Land Authority to the County, then the Land Authority may take any
action at law or in equity or otherwise to address said default(s). However, if the default stated in
such notice can be corrected, but not within the thirty (30) day period, and if the County adopts a
plan to correct or cure the default and commences the correction within the thirty (30) day period
(subject to any rights of tenants in possession of units under a valid lease agreement), and thereafter
diligently pursues the same to completion within such extended period, the Land Authority shall
not have waived its right of enforcement if the default remains uncured after the expiration of the
extended cure period.
ARTICLE VI
RECORDING AND FILING; COVENANTS TO RUN WITH THE LAND
6.01. Upon execution the County shall cause this Agreement and all amendments and
supplements hereto to be recorded and filed in the official public records of Monroe County and
shall pay all fees and charges incurred in connection therewith.
6.02 This Agreement and the covenants contained herein shall run with the land and
shall bind, and the benefits shall inure to, respectively, the County and Land Authority and their
respective successors and assigns during the term of this Agreement.
ARTICLE VII
GOVERNING LAW
This Agreement 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.
ARTICLE VIII
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 or(b) national
Page 3 of 6
2383
express air courier, provided such courier maintains written verification of actual delivery. Any
notice or other communication given by the means described in subsection (a) or (b) above shall
be deemed effective upon the date of receipt or the date of refusal to accept delivery by the party
to whom such notice or other communication has been sent.
Land Authority: Monroe County Land Authority
1200 Truman Avenue, Suite 207
Key West, FL 33040
Attention: Executive Director
County: Monroe County
1100 Simonton St
Key West, FL 33040
Attention: County Administrator
Monroe County Office of County Attorney
1111 12th Street
Suite 408
Key West, FL 33040
Attention: County Attorney
Any party may change said address by giving the other parties hereto notice of such change
of address in accordance with the foregoing provisions.
ARTICLE IX
MISCELLANEOUS
9.01. 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.
9.02. 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.
Page 4 of 6
2384
COUNTERPART SIGNATURE PAGE TO
LAND USE RESTRICTION AGREEMENT
Block 1, Lot 8, Amended Plat of The Ladies Acre, according to the Plat thereof, recorded in Plat
Book 5, Page 96, of the Public Records of Monroe County, Florida Parcel ID#00222830-000000
IN WITNESS WHEREOF, the County and Land Authority have caused this Agreement
to be signed, sealed and attested on their behalf by duly authorized representatives, all as of the
date first set forth above.
WITNESSES: Monroe County
Print:
By:
Mayor Craig Cates
Print:
Address: 1100 Simonton Street
Key West, Florida 33040
Approved as to form and legality
Robert Shillinger, Esq.
STATE OF FLORIDA
COUNTY OF MONROE
The foregoing instrument was acknowledged before me by means of physical presence this
day of , 20_by Craig Cates as Mayor of Monroe County. Said person
is personally known to me or has produced a valid driver's license as identification.
Notary Public; State of Florida
Print Name:
My Commission Expires:
My Commission No.:
Page 5 of 6
2385
COUNTERPART SIGNATURE PAGE TO
LAND USE RESTRICTION AGREEMENT
Block 1, Lot 8, Amended Plat of The Ladies Acre, according to the Plat thereof, recorded in Plat
Book 5, Page 96, of the Public Records of Monroe County, Florida Parcel ID#00222830-000000
IN WITNESS WHEREOF, the County and Land Authority have caused this Agreement
to be signed, sealed and attested on their behalf by duly authorized representatives, all as of the
date first set forth above.
WITNESSES: MONROE COUNTY COMPREHENSIVE PLAN
LAND AUTHORITY
Print:
By:
David P. Rice, Chairman
Print:
Address: 1200 Truman Avenue, Suite 207
Key West, FL 33040
Approved as to form and legality [SEAL]
Gregory S. Oropeza, Esq.
STATE OF FLORIDA
COUNTY OF MONROE
The foregoing instrument was acknowledged before me by means of physical presence
this day of 20_, by David P. Rice, as Chairman of the MONROE
COUNTY COMPREHENSIVE PLAN LAND AUTHORITY, a land authority pursuant to section
380.0663(l),Florida Statutes and Monroe County Ordinance No. 031-1986, on behalf of the Land
Authority. Said person is personally known to me or has produced a valid driver's license as
identification.
Notary Public; State of Florida
Print Name:
My Commission Expires:
My Commission No.:
Page 6 of 6
2386
THIS INSTRUMENT PREPARED
BY AND RETURN TO:
Gregory S.Oropeza,Esq.
Oropeza,Stones,&Cardenas,PLLC
221 Simonton Street
Key West,FL 33040
LAND USE RESTRICTION AGREEMENT
Block 1, Lot 9, Amended Plat of Ladies The Acre according to the Plat thereof, recorded in Plat
Book 5, Page 96 of the Public Records of Monroe County, Florida
Parcel ID#00222830-000100
THIS LAND USE RESTRICTION AGREEMENT (hereinafter "Agreement") is made
and entered into as of the day of , 2023, between MONROE COUNTY
(hereinafter "County") and the MONROE COUNTY COMPREHENSIVE PLAN LAND
AUTHORITY, a land authority pursuant to section 380.0663(l), Florida Statutes and Monroe
County Ordinance No. 031-1986 (hereinafter "Land Authority"), and their respective successors
and assigns.
RECITALS
A. The site is legally described as Block 1, Lot 9, Amended Plat of The Ladies Acre
according to the Plat thereof, recorded in Plat Book 5, Page 96 of the Public Records of Monroe
County, Florida Parcel ID#00222830-000100.
B. The County has adopted Resolution XX-XXXX requesting the Subject Property be
conveyed to the County for affordable housing.
C. The Land Authority has adopted Resolution XX-XXXX authorizing conveyance of
the Subject Property.
D. The County has agreed that the Subject Property shall only be used consistent with
Florida Statutes 3 80.0666(3)(a)for affordable housing and shall be leased to Habitat for Humanity
of Key West and the Lower Keys, Inc. (hereinafter"Habitat for Humanity).
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, the County and Land Authority do hereby contract and agree as follows:
Page 1 of 6
2387
ARTICLE I
COMPLIANCE WITH LAND AUTHORITY REQUIREMENTS
In order to comply with the Land Authority's requirements pursuant to section
380.0663(l), et seq., Florida Statutes ("Land Authority Statute") and Monroe County Ordinance
No. 031-1986, the County hereby covenants and agrees as follows:
1.01 The restrictions contained in this Article I shall not expire, shall run with the Subject
Property in perpetuity and shall be binding upon the County.
1.02 Use of the Subject Property shall be restricted to affordable housing as defined in Florida
Statute 380 which requires household income not exceed 160% of the Area Median
Income. Nothing contained herein shall preclude the Habitat for Humanity, County, or
State or any other entity providing affordable housing on the subject property from setting
more restrictive income limits than those imposed by the Agreement. If the Land Authority
Statute is amended from time to time, Habitat for Humanity shall have the ability to utilize
any portions of the Land Authority Statute thereby amended,which may be less restrictive.
If the Land Authority Statute is not amended to allow families that purchase the homes
constructed by Habitat for Humanity to income qualify at the time of purchase only,Habitat
for Humanity shall have the ability to repay the original contract purchase price Land
Authority paid, shown in Article 11 and this Agreement may be released.
1.03 The County is responsible for ensuring compliance with the restrictions in this Article I
and expressly agrees to furnish, upon the Land Authority's request, written certification
thereof.
ARTICLE II
CONSIDERATION
The Land Authority purchased the Subject Property for $99,000, as an inducement to the
County to restrict use of the Subject Property to affordable housing in perpetuity. Inconsideration
of said Land Authority funding for the foregoing purposes, the County and Land Authority have
entered into this Agreement.
ARTICLE III
RELIANCE
In performing its duties hereunder, the Land Authority may rely upon statements and
certificates of the County, its tenants, and the residents of the Subject Property 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 County pertaining to occupancy of the Subject Property.
Page 2 of 6
2388
ARTICLE IV
TERM
This Agreement shall become effective upon its execution and delivery and shall remain
in full force and effect without expiration,unless modified by mutual written consent of the parties.
ARTICLE V
ENFORCEMENT
If the County defaults in the performance of its obligations under this Agreement or
breaches any material covenant, agreement or warranty of the County set forth in this Agreement,
and if such default remains uncured for a period of thirty (30) days after written notice thereof
shall have been given by the Land Authority to the County, then the Land Authority may take any
action at law or in equity or otherwise to address said default(s). However, if the default stated in
such notice can be corrected, but not within the thirty (30) day period, and if the County adopts a
plan to correct or cure the default and commences the correction within the thirty (30) day period
(subject to any rights of tenants in possession of units under a valid lease agreement), and thereafter
diligently pursues the same to completion within such extended period, the Land Authority shall
not have waived its right of enforcement if the default remains uncured after the expiration of the
extended cure period.
ARTICLE VI
RECORDING AND FILING; COVENANTS TO RUN WITH THE LAND
6.01. Upon execution the County shall cause this Agreement and all amendments and
supplements hereto to be recorded and filed in the official public records of Monroe County and
shall pay all fees and charges incurred in connection therewith.
6.02 This Agreement and the covenants contained herein shall run with the land and
shall bind, and the benefits shall inure to, respectively, the County and Land Authority and their
respective successors and assigns during the term of this Agreement.
ARTICLE VII
GOVERNING LAW
This Agreement 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.
ARTICLE VIII
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 or(b) national
Page 3 of 6
2389
express air courier, provided such courier maintains written verification of actual delivery. Any
notice or other communication given by the means described in subsection (a) or (b) above shall
be deemed effective upon the date of receipt or the date of refusal to accept delivery by the party
to whom such notice or other communication has been sent.
Land Authority: Monroe County Land Authority
1200 Truman Avenue, Suite 207
Key West, FL 33040
Attention: Executive Director
County: Monroe County
1100 Simonton St
Key West, FL 33040
Attention: County Administrator
Monroe County Office of County Attorney
1111 12th Street
Suite 408
Key West, FL 33040
Attention: County Attorney
Any party may change said address by giving the other parties hereto notice of such change
of address in accordance with the foregoing provisions.
ARTICLE IX
MISCELLANEOUS
9.01. 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.
9.02. 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.
Page 4 of 6
2390
COUNTERPART SIGNATURE PAGE TO
LAND USE RESTRICTION AGREEMENT
Block 1, Lot 9, Amended Plat of Ladies The Acre, according to the Plat thereof, recorded in Plat
Book 5, Page 96, of the Public Records of Monroe County, Florida Parcel ID#00222830-000100
IN WITNESS WHEREOF, the County and Land Authority have caused this Agreement
to be signed, sealed and attested on their behalf by duly authorized representatives, all as of the
date first set forth above.
WITNESSES: Monroe County
Print:
By:
Mayor Craig Cates
Print:
Address: 1100 Simonton Street
Key West, Florida 33040
Approved as to form and legality
Robert Shillinger, Esq.
STATE OF FLORIDA
COUNTY OF MONROE
The foregoing instrument was acknowledged before me by means of physical presence this
day of , 20_by Craig Cates as Mayor of Monroe County. Said person
is personally known to me or has produced a valid driver's license as identification.
Notary Public; State of Florida
Print Name:
My Commission Expires:
My Commission No.:
Page 5 of 6
2391
COUNTERPART SIGNATURE PAGE TO
LAND USE RESTRICTION AGREEMENT
Block 1, Lot 9, Amended Plat of Ladies The Acre, according to the Plat thereof, recorded in Plat
Book 5, Page 96, of the Public Records of Monroe County, Florida Parcel ID#00222830-000100
IN WITNESS WHEREOF, the County and Land Authority have caused this Agreement
to be signed, sealed and attested on their behalf by duly authorized representatives, all as of the
date first set forth above.
WITNESSES: MONROE COUNTY COMPREHENSIVE PLAN
LAND AUTHORITY
Print:
By:
David P. Rice, Chairman
Print:
Address: 1200 Truman Avenue, Suite 207
Key West, FL 33040
Approved as to form and legality [SEAL]
Gregory S. Oropeza, Esq.
STATE OF FLORIDA
COUNTY OF MONROE
The foregoing instrument was acknowledged before me by means of physical presence
this day of 20_, by David P. Rice, as Chairman of the MONROE
COUNTY COMPREHENSIVE PLAN LAND AUTHORITY, a land authority pursuant to section
380.0663(l),Florida Statutes and Monroe County Ordinance No. 031-1986, on behalf of the Land
Authority. Said person is personally known to me or has produced a valid driver's license as
identification.
Notary Public; State of Florida
Print Name:
My Commission Expires:
My Commission No.:
Page 6 of 6
2392
I DATE(MMIDDIYYM
CERTIFICATE OF LIABILITY INSURANCE 03I01/20z4
....
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURERS(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. _
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorse
d. If SUBROGATION IS WAIVED,subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to
the certificate holder in lieu of such endorsement(s).
PRODUCER
Lockton
Kansas City, 01 64187-3401 AICC I - AdC �
Affinity, I�oNeM� .m�....__. �A
�'„No):
ye -MAIL
-..,..,.. 0 55 -' UA2, __.... .m .. ......... ...................---
ODRESS: _
INSUrIER(Si AFFORDING COVERAGE NAIC
NSURER-A: ACE American Insurance Co. 27960
.......w __....... ... ........ .._. ..,.,.,.,n,..,.,,,e,..,._..,..,.. ....,, - ..mm.,..,._.,._.. ..... . .... --.....�_ .______..,.... ..r
INSURED NSURER-B:
"SURER-C:
Habitat for Humanity of Key West and Lower Florida Keys,Inc. "SURER-D:
PO Box 5873 - m — ___._n,.
Key West,FL 33045 "SURER-E
_ "SURER-F:
C01/ RAGS ---- CER.....,. --
... NUMBER:
m...e.- __.., TIFICATE NUM� '�R� ....�... ......... REVISION NUM..... .. _--- ......... �.
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
_............. .�..- ... .... _.,......�,.....�. .... w. POLICY EFP _POLIC"V,EXP.. .. .__...........
INSR ADDL UBR
LTR iINSR D POLICYNUMBE„R (MMIDDIYYYY)__.., IDDIYYYYI . LIMITS
- TYPE OF INSURANCE ,,,,,,,,.-._ ..,...... ---.._.._, .,.,-,,,,, .... ..........._
A GENERAL LIABILITY X GL1064565-24 04/01/2024 04/01/2025 EACH OCCURRENCE $1,000,000
GENERALDAMAGE
LIABILITY MED PREMISES(Ea occur EXPTO Rone EaDrSanrence .... $ O,L000
LAIMS
MADE m........... ...............
PERSONAL&ADV INJI.IRY $1,000,000
.,.,.,...,_._._..._ .....
_ GENERAL AGGREGATE $2,000,000
X OLICY APPLIES PER: BY a. PRODUCTS COMP/OR AGG $2 OOO OOO —
AGGREGATE LIMIT. C...........1. ._____m,�DATE.. 1_..-_..�2U4 _____,,,,,,,,,,,,,,,, .., ... ......._...._.,...,.,... $
COMBINED SINGLE LIMIT
AUTOMOBILE LIABILITY WAIVER NIA YES (E,a..accidents_._.........-----�,..,_..m... .$,.,........ ................�.,..,..,._.......
___ANY AUTO BODILY IN.IURY(Per Person_
LIL O'�'ti+NED SCHEDULED _ ....,� ......,. ....._._ $.,,_. _......
U .BODILY.I.. _U.RY cadent._ ..$.- ... ..............� NON-OWNED PROPERTY DAMAGE
AUTOS AUTOS Per accidenl� $
I ... _. ....... ......
..,....�..... . .... ..,. ...� ���� ,..
PmVC�RLIL.L,dh LIAR OCCUR EACH OCCU..RRENCE $
_......_- ..... .., w ___.
-.- X f SS LIAB CLAIMS MADE AGGREGATE ..__m..,..... m $ ..m. ..
ED RETENTIONS ...,,,n,,,� ...... ,m..m..... ... _-.,m.......... .....
.. .S .,,,,,,. ..... ---. ... ......ww......
Nc JTH
___..,.,._.....,,,_ N �.. ITn T5 R
IN
NY PROPRIETORIPARTN TIVE
KERS COMPENSATIO
NO EMPLOYERS'LIABILITY
ERIEXEC
E L..OEACH IA..�" __..__.-,,,_,�. .........
FFICER/MEMBEREXCI.UDED�
MANDATORY IN NH) ..,�.... .... ..,..._. �_.� .... .......w
. EA EMPLOYEE $
s escnbe under E.l DISEASE...- ...
ESCRIPTIONOF OPERATIONS below —— .,.,.,,,.-.__�....._...... '..,m ..„„,-, E,,L DISEASE POLICY LIMIT $. ............�,..
PROOF OF COVERAGE
CERTIFICATE HOLDER CANC ELATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS
Y AUTH-��.�k ,.,..-r. �._._._.... .
Monroe County Board of Commissioners � ORIZED REPRESENTATIVE
.............. ......... .—.
1100 Simonton St. �
Key West,FL 33040 IV
�
ACORD 25(2011)/05) The RI name and logo are registered _.,_... .....................
marks of ACORD 1U�45 '
2393