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Item H7 117 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: H7 2023-3233 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 7, Block 41, Sands Subdivision(PB 1-65); Parcel ID# 00305850-000000, 31371 Avenue F, bay side of Big Pine Key near mile marker 31. ITEM BACKGROUND: This subject property was purchased by the Monroe County Land Authority in November 2022 and conveyed the parcel to Monroe County in July 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 longas s 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: October 19, 2022, the Board approved Agenda Item H.2.Resolution 366-2022 accepting conveyance 2529 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.6. 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 7, Block 41, Sands Subdivision (PB 1-65); Parcel ID# 00305850-000000, 31371 Avenue F, bay side of Big Pine Key near mile marker 31. 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 reduired to post a bond in accordance with Florida Statute Section 255.05 so longas s 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- 31371 Ave F.pdf BOCCLease31371AvenueF-OR3256-1545.pdf BOCCReso1366-2022(Sands).pdf 2024 11 COI Habitat Signed 4 1 2025.pdf FINANCIAL IMPACT: N/A 2530 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 31371 Avenue F, Big Pine Key, Florida 33043, 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: 1. 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 Iona 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 modified hereby, the Lease is ratified and confirmed in all respects. If any of the provisions of this 1 2531 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: 2532 1/2/24, 10:27AM Landmark Web Official Records Search Doc#2446015 Bk#3256 Pg#1545 Electronically Recorded 12/28/2023 at 10:43 AM Pages 45 Filed and Recorded in Official Records of MONROE COUNTY KEVIN MADOK ElectronicallyREC: $384.00 Deed Doc Stamp S0.00 Prepared by and retuni to: Oropeza,Stones&Cardenas,PLLC 221 Simonton Street Key West,FL 33040 305-294-0252 LEASE BETWEEN N OE COUNTY BOARD OF COUNTY COMMISSIONERS "LE S 49 AN HABITAT FOR HUMANITY OF KEY WET AND LOWER FLORIDA KEYS,INC. "LESSEE" DATED December 13,2023 2533 https://or.monroe-clerk.com/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaBookPage&quickSearchSelection=# — 1/2/24, 10:27 AM Landmark Web Official Records Search Doc.#2446015 Page Number:2 of 45 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 VII Mechanics' Liens 10 Vill Governing Law, Cumulative Remedies 12 1X Indemnification of Lessor 12 X Insurance 13 X1 Insurance Premiums 17 X11 Assignment 17 X111 Condemnation 21 x1v Construction 21. XV Mortgage Financing 24 Xvi Default 28 XV11 Repair Obligations 31 XV111 Additional Covenants of Lessee,Lessor 31 XIX Representations,Warranties of Title and Quiet 33 Enjoyment XX Miscellaneous 33 Page 2 Of 45 2534 hftps://or.monroe-clerk.com/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaBookPage&quickSearchSelection=# 1/2/24, 10:27 AM Landmark Web Official Records Search Doc.#2446015 Page Number:3 of 45 GROUND LEASE AGREEMENT THIS LEASE made and entered into in Key West, Monroe County, Florida, on this day of A"4.mA4A, --, 2023, by and between MONROE COUNTY BOARD OF COUNTY COMMISSIONERS(referred to as the"Lessor")and HABITAT FOR HUMANITY OF KEY WEST 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 31371 Avenue F. Big Pine Rey, Florida 33043, Monroe County, Florida. and more particularly described on the attached Exhibit"A"(hereinafter"Property"):and, WHERFAS, it is Lessor's intent that the Property be developed to provide affordable housing for residents of 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 10 1-1 and any other applicable sections of the Monroe County Land Development Regulations, as may be amended from time to time without limitation of Lessor's complete legislative prerogatives,said restrictions to encumber the Property for a term of ninety-nine(99)years. "Affordable Restrictions"shall mean the affordable or employee housing regulations as set forth in Section 101-I 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 pen-nissible sales price for an Affordable Housing Unit to less than the specified sales price for moderate income housing as set forth in the Land Development Page 3 Of 45 2535 hftps://or.monroe-clerk.com/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaBookPage&quickSearchSelection=# 1/2/24, 10:27 AM Landmark Web Official Records Search Doc.#2446015 Page Number:4 of 45 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 of 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 arnendirient shall not materially diminish the lawfully established and equitably vested resale value or the reasonable alienability of an Affordable Housing Unit. However, Lessor may 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 limit potential buyer or rental pools. Any such amendment shall not increase Initial Lessee's responsibilities as set forth herein. It is the intent and purpose and shall be the effect of this Lease 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 any way 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 aft-brdability benefits for the respective housing resources inure to the benefit of Monroe County, its economy and its community character. "Commencement Date" shall mean the date when Initial Lessee receives a Certificate of Occupancy for the first Affordable Housing Unit, "Demised Premises"shall mean the property]eased pursuant to this Lease for development of the Affordable Housing Unit, The Dernised 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 Dernised 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 Demised Premises for purposes of development and construction of the Project. "Initial Lessee" means HABITAT FOR HUMANITY 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 AtTordable Housing Unit on the Dernised Premises,, as may be amended from time to time by the parties. It is expressly contemplated and intended by Lessor, as fee title holder to the Demised Premises, 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 Page 4 Of 45 2536 hftps://or.monroe-clerk.com/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaBookPage&quickSearchSelection=# 1/2/24, 10:27 AM Landmark Web Official Records Search Doc.#2446015 Page Number:5 of 45 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 Date and each twelve(12)month period thereafter throughout the Terin of this_Lease.I "Lessor"' means MONROE COUNTY, or its assigns or designees. Lessor as used herein and where the context requires,shall can 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. "Project" shall mean the required development of the Lye iced 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 and which is recorded, "Rent" shall mean any sure of money due to the Lessor under this Lease for any reason. The term Rent as used herein,should not be misconstrued to preclude definition and distinguishing of 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 for 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 Dernised 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 orl the Dernised Premises, A Sublease, as used herein, regardless of final fonn 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 can an Page 5 Of 45 2537 hftps://or.monroe-clerk.com/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaBookPage&quickSearchSelection=# 1/2/24, 10:27 AM Landmark Web Official Records Search Doc.#2446015 Page Number:6 of 45 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 Housin as defined tinder Section 10 1-I of the Monroe County Code and who is gainfully employed in, and derives at least seventy percent(70%)of their incorne 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 permitted 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. "Tenn" shall mean the Commencement Date, and continuing for ninety-nine (99) years thereafter..plus any agreed upon extension of this Lease,and unless otherwise permitted by Lessor, all Subleases and rights or interests granted thereunder shall terminate at the end of the Tenn, ARTICLE 11 Dermsed Premises Section 2.01 Lessor's Demise, Upon the terms and conditions hereinafter set forth,and in consideration of the payment of the Rents and the prompt and full performance by the Initial Lessee of these covenants and the terms and conditions of any Related Agreements,to be kept and perforined 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 County,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'l"ertii of this Lease;and (c) The proper performance by the Lessee of all of the terms and conditions contained in this Lease, the Affordable Restrictions and any Related Agreements, Page 6 Of 45 2538 hftps://or.monroe-clerk.com/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaBookPage&quickSearchSelection=# 1/2/24, 10:27 AM Landmark Web Official Records Search Doc.#2446015 Page Number: 7 of 45 ARTICLE III Tenn Section 3.01 Tenn. To have and to hold the De iced Premises for a to of ninety-nine (99)years commencing on the Commencement Date,and ending ninety-nine(99)years thereafter, both dates inclusive, unless sooner terminated, or extended, as hereinafter provided (the' "Termination Date"), Lessee shall be given possession on the Effective Date and the temis 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 Term 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 same 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 Term 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 hereof, 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 United States which shall be legal tender in payment of all debts and dues, public and private, at the time of payment, each payment to be paid to Lessor at the address set forth herein or at such other place within the continental limits of the United States as Lessor shall trorn time to time designate by notice to Lessee. Except for any income tax payable by the Lessor, Lessee shall pay any and all taxes, including any local surcharge or other tax,on the Rent payable pursuant to this Lease in addition to the sums otherwise set forth herein. Section 4.0-3. It is intended that the Rent shall be absolutely net to Lessor throughout the Term,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 of the provisions of this Lease,if not paid when due as provided for in this Lease,shall bear interest at the highest rate allowable under Florida lam, frorn the time they become due until paid in full by Lessee. In Page 7 Of 45 2539 hftps://or.monroe-clerk.com/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaBookPage&quickSearchSelection=# 1/2/24, 10:27 AM Landmark Web Official Records Search Doc.#2446015 Page Number:8 of 45 addition, Lessee shall pay a late fee 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 hereunder. 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 Dollars ($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 Hors-Subordination. Notwithstanding anything to the contrary contained in this Lease, the fee simple interest in the Dernised Premises shall not be subordinated to any, leasehold mortgage,lien or encumbrance of any nature. Furthermore,the Lessor's right to receive payment or performance under the terms of this Lease or adherence to any of its conditions or to the Affordable Restrictions (or performance under or adherence to the tenns of any Sublease or related instrument)shall not be subordinated to any debt or equity financing, leasehold mortgage, lien, enctumbrance or obligation of any nature whatsoever. ARTICLE VI Payment of Taxes and Utilities Section 6.01 Lessee's Obli-ations. 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, confirmed, imposed upon, or grow or become due and payable out of or in respect of.or become a lien on, the Demised Premises,or 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 Dernised 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. Section 6,02 Sublessee's 010i ations, As additional Rent,any Sublessee shall pay and Page 8 Of 45 2540 hftps://or.monroe-clerk.com/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaBookPage&quickSearchSelection=# 1/2/24, 10:27 AM Landmark Web Official Records Search Doc.#2446015 Page Number:9 of 45 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,confurned,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 —Obligations 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 Demised Premises;provided,however,that if at any time during the term 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. I Section 6.04 Mod-go'f-PAypient. The Lessee (and any Sublessee, as to their specific interests in the Dernised 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 of the Lessee's intention to do so and furnishes the Lessor or the applicable govemmental 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 '/2)times the arnoturt 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 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 attomeys' fees and expenses which might be reasonably incurred because of or in connection with such pavments, Page 9 Of 45 2541 hftps://or.monroe-clerk.com/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaBookPage&quickSearchSelection=# 1/2/24, 10:27 AM Landmark Web Official Records Search Doc.#2446015 Page Number: 10 of 45 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 sarne 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 ofthe 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 fail, refuse or neglect to make any of the payments required in this Article,then the Lessor may,but shall not be required to,pay the same, and the amount or amounts of 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 Tenn shall be prorated proportionately between the Lessor and the Lessee. Section b.0b appraiser to Iles eet Effect of affordable 1lestaictions. 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 portion(s) appraised, or where permissible by state law, "income approach"or other method of calculation, ARTICLE V11 Mechanic's Liens Section 7.01 - No Lien.. Neither the Lessee nor any Sublessee shall have the power to Page 10 Of 45 2542 hftps://or.monroe-clerk.com/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaBookPage&quickSearchSelection=# 1/2/24, 10:27 AM Landmark Web Official Records Search Doc.#2446015 Page Number: 11 of 45 subject the interest of the Lessor in the Demised Premises to any mechanic's or materialmeW s lien of any kind. Section7.02 Release oflien, Neither the Lessee nor any Sublessee shall permit or suffer to be filed or claimed against the interest of the Lessor in the Dernised 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 hied,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 Demised Prermses to be released from such claim,either by payment or by the posting of bond or by the payment to a court of cormsetent jurisdiction of the amount necessary to relieve and release the relevant portion of the Dernised Premises frorn 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 clairn attributable to it, within such period of thirty (30) days, so as to cause the affected portion of the Demised 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 Derrused 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 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 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,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 clairn 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 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 of reimbursement therefor of and from the Sublessee; but the election of the Lessor to pay such amount shall not waive the default thus committed by the Sublessee. Page 11 Of 45 2543 hftps://or.monroe-clerk.com/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaBookPage&quickSearchSelection=# 1/2/24, 10:27 AM Landmark Web Official Records Search Doc.#2446015 Page Number: 12 of 45 ARTICLE VIII Governin'D Law% Curnulative Remedies Section 8.01 Governin- 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 slid construed under the laws of the State of Florida. Section 8.02 Cumulative Remedies, All rights and remedies accruing to the Lessor shall be assignable in whole or in part and be cumulative;that is,the Lessor may pursue such rights as the law and this Lease afford to it in whatever order the Lessor desires and the law permits. Lessor's resort to any one remedy in advance of any other shall not result in waiver or compromise of any other remedy. ARTICLE IX Indemnification of Lessor Section 9.01 Indernnificat-icLn 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 Dernised Premises, except to the extent such claims may,be caused by the gross negligence or intentional misconduct of the Lessor(or its agents or employees 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. If it 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 or court and reasonable attomeys' fees incurred by the Lessor in effecting and preparing for such response or defense in addition to any other reasonable sums which the Lessor may be called upon to pay by reason of the entry, of a judgment against the Lessor in any proceeding in which such claim is asserted. Notwithstanding the foregoing, it is hereby acknowledged that, except as 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 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. Page 12 Of 45 2544 hftps://or.monroe-clerk.com/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaBookPage&quickSearchSelection=# 1/2/24, 10:27 AM Landmark Web Official Records Search Doc.#2446015 Page Number: 13 of 45 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 Dernised 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,Suhlessees,tenants,guests,invitees and licensees,waives and releases forever all claims, dernands and causes of action against Lessor and its officers, employees, agents. successors, assi2ns,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 demands made by any person or persons whomsoever for death, injuries or damages received in connection with the possession,operation and maintenance of the Demised Premises. All such policies shall name the Lessee and the Lessor(and any lender holding a mortgage on the Demised 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 Poliev Limit Chan(,�es� 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 10.01 From and after the Effective Date, the Lessee will 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 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,windstorin 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 sums so paid shall be deposited in ajoint account of the Lessor and the Lessee in a bank designated by the Lessee and located in the County in which the Dernised 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 Page 13 Of 45 2545 hftps://or.monroe-clerk.com/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaBookPage&quickSearchSelection=# 1/2/24, 10:27 AM Landmark Web Official Records Search Doc.#2446015 Page Number: 14 of 45 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 thne 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 reconstrLiCtion or repair of any building or buildings destroyed or damaged has been provided by the Lessee for such purpose and its application for such purpose assured. In the event of the destruction or damage of the improvements located on the Demised Premises, or any part thereof. and as often as any portion of said Demised 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 leasehold mortgage substantially comporting with customary institutional lending industry standards and the foregoing Lessor's interests shall control as to the use and disbursement or 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 forrn written on a completed value basis. Nohvithstanding anything to the contrary in the immediately preceding paragraph,in case of destruction of all of the improvements on the Dernised Premises from 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 other similar encumbrance on the Lessee's interest in the Dernised Premises,may elect to terminate this Lease by written 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. Page 14 Of 45 2546 hftps://or.monroe-clerk.com/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaBookPage&quickSearchSelection=# 1/2/24, 10:27 AM Landmark Web Official Records Search Doc.#2446015 Page Number: 15 of 45 Section 10.02 Commercial General Lrabifitv Insurance. The Initial Lessee shall maintain Commercial General Liability Insurance beginning on the Effective Date and continuing during the entire Tenn 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 & 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 $300,000 Additional Narned 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 Imimirment Re— 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. Section 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 the 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 detennination 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 detennination shall be borne equally by the parties. This procedure may only be requested on each five(5)year anniversary date orthe Lease. Section 10.05 Proceeds Pa.,table to Mortgagee, If any mortgagee holding a mortgage created pursuant to the provisions of Article XV elects, in accordance with the to of such mortgage, to require that the proceeds of any casualty insurance be field 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 IQ,.06 D Any excess of money Page 15 Of 45 2547 hftps://or.monroe-clerk.com/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaBookPage&quickSearchSelection=# 1/2/24, 10:27 AM Landmark Web Official Records Search Doc.#2446015 Page Number: 16 of 45 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 from the date of payment of the loss, after damage or destruction occasioned by fire,windstorm,flood or other cause,and diligently prosecuting the same with such dispatch as may be necessary to complete the same in as short a period of time as is reasonable under the circumstances after the occurrence of such damage or destruction, then the amount so collected, or the balance thereof remaininIg 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 Rennvrnent. The foregoing notwithstanding, in the event the insurance proceeds are the sum of One Hundred Thousand and 00/100 Dollars (SI00,,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 fte irernetrts. All insurance to be provided by Lessee tinder 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 othenvise 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 (in) the Lessor shall not be liable for any premiums thereon or subject to any assessments thereunder. Section I Any parties who subsequently become holders of any title or possessory interest to a portion of the Dernised Premises, shall upon request provide, in a form satisfactory to Lessor, proof of customary and reasonable insurance adequate and sufficient to cover and protect all interests of the Lessor as set forth in this Article X,at least to the extent and value of that subsequent interest holder's insurable interest. The same or similar procedures for the use and application of insurance proceeds asset forth above may be required for subsequent interest holders and the same 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. Page 1.6 Of 45 2548 hftps://or.monroe-clerk.com/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaBookPage&quickSearchSelection=# 1/2/24, 10:27 AM Landmark Web Official Records Search Doc.#2446015 Page Number: 17 of 45 ARTICLE XI Insurance Premiums Section 11.01-- Insurance Premiums, 'rhe 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 y ay reP I Lessor immediately upon dernand 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(eg., Sublessee)fails to obtain and pay for the necessary insurance, ARTICLE X11 Assi Znment"franSter Section 12-01 Assignment bar Initial 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 Uinit may be sold,rented and occupied without the Initial Lessee obtainine consent from Lessor for such sale"subletting, provided that Initial Lessee shall follow the guidelines set forth herein.In the event the Affordable 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 foregoin&a sublessee or owner of a Unit may not exceed an income level of one hundred sixty percent(160%) of area can income ("AMI"). The Parties acknowledge that the Monroe County Comprehensive Land Plan Authority ("'MCLA") provided funding for the Ike iced Premises and as such the Demised Premises and occupants who lease or own thereon are bound by the terns and restrictions set forth in F.S.Section 380.0666.In the event that a sublessee or an owner of a Unit exceed the 160%of AMI in any given calendar year, then such tenant or sublessee shall have one(1)year from such deternimation 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 horneowner 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 attorn to the rights of Initial Lessee, or subsequent Lessee, as the case may be,with respect to each transferreWsold Affordable Housing Page 17 Of 45 2549 hftps://or.monroe-clerk.com/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaBookPage&quickSearchSelection=# 1/2/24, 10:27 AM Landmark Web Official Records Search Doc.#2446015 Page Number: 18 of 45 Unit. Any proceeds received by Initial Lessee from the sale of the Affordable Housing Unit shall remain the property of the Initial Lessee unless otherwise 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 Dermsed 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 Demised Premises, releasing Initial Lessee from same for all such portions,except for design and construction defect liability,for which developers/builders are othetivise 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 Demised Premises for which 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 riot in conflict with the Affordable Restrictions), to the Monroe County Housing Authority, or to any other governmental 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 Sale/Lease of Unit-B_y Developer/Initial per/butial Lessee. Initial Lessee 2tz��� 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 0 Y Affordable Housing Unit shall meet Monroe County's requirements of moderate or lesser income affordable housin1g, adjusted for family size, and any other applicable Affordable Restrictions. Initial Lessee shall upon Lessor's request provide verification in a fonn and manner reasonably determined by Lessor that purchasers/sublessees/tenants for all Affordable Housing Units meet the requirements herein. Section 12.03 Ass ment/1ransfer At such time as any individual Unit !�(�) �i �r �b Subless�ees Owner or Subleases 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 Dernised Premises, Page 18 Of 45 2550 hftps://or.monroe-clerk.com/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaBookPage&quickSearchSelection=# 1/2/24, 10:27 AM Landmark Web Official Records Search Doc.#2446015 Page Number: 19 of 45 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-hall'ol'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, ASSIGNMENT, 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 RE,STRICTIONS INCLUDING BUT NOT LIMITED TO RIGHTS OF FIRST REFUSAL, USE, OCCUPANCY, INCOME WHICH MAY NOT EXCEED 160% AMI PURSUANT TO F.S. 380.0666 AS AMENDED FROM TIME TO TIME DURING THE COURSE OF OWNERSHIP OR RE,NTAL® MEANS, RESALE PRICE,RENTAL AND MORTGAGE LIMITATIONS,INCLUDING BUT NOT LIMITED TO THOSE SET FORTH IN OF RECORDS BOOK_,PAGE—OF THE PUBLIC RECORDS 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 some 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 Assig-i-i-n-i-ents of Ground Lease Re q—u m ireents, Right of First Refusal. Unless authorized by the Affordable Restrictions or unless otherwise as set forth in subsection c, below, or in another provision herein, rental of the Affordable Housing Unit is prohibited. Try 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"Transfier Notice." The Transfer Notice shall include the proposed purchase price for the Affordable 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 amount 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 Page 19 Of 45 2551 hftps://or.monroe-clerk.com/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaBookPage&quickSearchSelection=# 1/2/24, 10:27 AM Landmark Web Official Records Search Doc.#2446015 Page Number:20 of 45 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 Despised Premises and forcing sale and reassignment of any improvements thereon. & 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 terms 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 find a qualified purchaser. e. 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 an automatic renewal term 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 RESPONSIBLE FOR -STORAGE OR DISPOSITION OF THE LESSEE'S PERSONAL PROPERTY------- Section 12.06 Assignment by L_ _b e��or. This Lease is freely assignable by the Lessor, and -_ _ V 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 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 shown,consent to a transfer of the leasehold interest to the spouse, children) 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 terms of this Lease by signing an acknowledgement,which is substantially in a form 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 limit 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 Page 20 Of 45 2552 hftps://or.monroe-clerk.com/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaBookPage&quickSearchSelection=# 1/2/24, 10:27 AM Landmark Web Official Records Search Doc.#2446015 Page Number:21 of 45 to their interests, that these Demised Premises and each and every portion thereof, for the entire "Ferm of this Lease, are to be used as affordable housing according to the Affordable Restrictions, ]it 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 furthers 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 lJnit in accordance with the provisions of this Article X11 and cooperate with the Lessor in accomplishing same, It is the intent of this Lease, to the full extent Florida law permits, that constitutional homestead rights not be construed to inhibit or unfit 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-half 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. 'Phis fee does not include other seller and buyer closing related costs such as title insurance,documentary stanips,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-half percent(1 ',,2 %)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 in excess of three and one-balfpercent(3 V2,%)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 Domain LCancetj4ti n. If. at any time during the continuance of to this Lease, the Demised Premises or any portion thereof is taken, appropriated or condenined by reason of eminent domain, there shall be such division of the proceeds and awards in such condemnation proceedings and such abaternent 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 determined in accordance with the rules of the American Arbitration Association, Such determination made by Page 21 Of 45 2553 hftps://or.monroe-clerk.com/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaBookPage&quickSearchSelection=# 1/2/24, 10:27 AM Landmark Web Official Records Search Doc.#2446015 Page Number:22 of 45 the arbitration shall be binding on the parties, If the legal title to the entire Demised Premises be wholly taken by condemnation,the Lease shall be cancelled, Section 13.02 Ap�aortionrxsent. Although the title to the building and improvements placed by the Lessee upon the Demised 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 ally use of a Sublessee)of such buildings and improvements shall,together with the Term of the Lease remaining,be an item of damage in determining the portion of the condemnation award to which the Lessee or Sublessee is entitled. In general, it is the intent of this Section that, upon condemnation, the parties hereto shall share in their awards to the extent that their interests, respectively, are depreciated, damaged, or destroyed by the exercise of the right of eminent domain. In this connection, if the condemnation is total, the parties agree that the 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 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 .IV Construction Section 14.0 I-Re-uirement to Construct Proect, (a) Initial Lessee shall cornmence 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 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 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 permit reasonable access to,and inspection of,all documents,papers,letters or other materials in their possession or under their control where such information is subject to public disclosure underthe provisions of Chapter 119,F.S.,or successor or supplemental statutes. However,nothing contained herein shall be construed to render documents or records of Initial Lessee or any other persons that would not be deemed public records under Chapter H 9 to be such records only because of this provision. Lessees (but not individual sublessees occupying all Affordable pr t� 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 frorn the date of termination of`this Agreement, have access to and the right to examine and audit any. Records of the Lessee involving transactions related to this Agreement. Page 22 Of 45 2554 hftps://or.monroe-clerk.com/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaBookPage&quickSearchSelection=# 1/2/24, 10:27 AM Landmark Web Official Records Search Doc.#2446015 Page Number:23 of 45 (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 governments]authorities for the constructiOD,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 performance tinder 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. (1) 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 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 deemed 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 holder-,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 tea the Project 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 Page 23 Of 45 2555 hftps://or.monroe-clerk.com/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaBookPage&quickSearchSelection=# 1/2/24, 10:27 AM Landmark Web Official Records Search Doc.#2446015 Page Number:24 of 45 and inspection are reasonably justified to protect and further the Lessor's continuing interest in the Demised Premises, as determined in Lessor's reasonable discretion. Lessor's designees, for purposes of this Article 14.02, shall include city, county or State code or building inspectors, and the like, without limitation. Initial Lessee shall permit building and code inspectors access customary to the performance of their duties related to projects of the nature contemplated herein, said notice requirements notwitlistanding, 14.03 Forced Delav in Performance. Notwithstanding any other provisions of this Lease to the contrary,the Initial Lessee shall not be deemed to be in default tinder 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, hufficanes, tropical stonns 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 performance hereunder shall be extended for the period of any forced delay or delays caused or resulting from any of the foregoing causes. ARTICLE XV M2Ua,-e Financing Section 15.01 Construction L B Initial Lessee.Initial Lessee shall 'have ave the right —_y_ to mortgage its interests in the Dernised Premises. (a) The Initial Lessee shall have the right to encumber by mortgage or other proper instrument Initial Lessee's interest under this Lease, together with all buildings and improvements placed by Initial Lessee on the Demised 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 from private lender are on substantially similar terms to those then existing by the other lenders referred to in this Section), or to similar lending institutions authorized to make leasehold mortgage loans in the State of Florida,or to any public or quasi-public 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 shall 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 specify the nature of each such default. Initial Lessee shall provide Lessor with written notice of the book and page number oftlic Public Records of Monroe County,Florida for each mortgage by which it encumbers the Demised Premises. (c) In case the Initial Lessee shall default under any of the provisions of this Page 24 Of 45 2556 hftps://or.monroe-clerk.com/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaBookPage&quickSearchSelection=# 1/2/24, 10:27 AM Landmark Web Official Records Search Doc.#2446015 Page Number:25 of 45 Lease,the Initial Lessee's leasehold mortgagee(s)shall 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 done or performed 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-monetary default, a period of sixty (60) days within which to cure any non-monetary default or cause the same to be cured or to commence to cure such default with diligence and continuity; provided, however,that as to any default of the Initial Lessee for failure to pay Rent, or failure to pay any amount otherwise required under the to 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 mortgagee(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 ACV, 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 ol'such termination,at the Rent and upon the covenants, agreements, terms, provisions and limitations contained in this Lease, provided that such leasehold mortgagee(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 such written request and such new Lease is accompanied by payment to the Lessor of all amounts then due to the Lessor, including reasonable counsel fees,court costs and disbursements incurred by the Lessor in connection 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 sums and expenses to be applied in payment of the Rent thereafter becoming due under such new Lease. Any new Lease referred to in this Section 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 (and 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 mortgagec(s)shall theretofore have received written notice;and(ii) an agreement by the leasehold mortgagee(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 Dernised 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 Page 25 Of 45 2557 hftps://or.monroe-clerk.com/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaBookPage&quickSearchSelection=# 1/2/24, 10:27 AM Landmark Web Official Records Search Doc.#2446015 Page Number:26 of 45 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 form 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 mortgagee(s)shall immediately become and remain liable under this Lease as provided in Section 15,01(f)below, (f) In the event that a leaschold mortgagee(s)shall become the owner or holder of the Lessee's interest by foreclosure of its(their)mortgagc(s)or by assignment of this Lease in lieu of foreclosure or other-wise, the term "Initial Lessee," as used in this Lease, means only the owner or holder of the Lessee's interest for the time period that such leasehold inortgagee(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 leaschold mortgagee(s),where leasehold mortgagee(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 Demise d Premises as a result of foreclosure or acceptance of an assignment in lieu thereof,the leaschold 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 the mortgagees' purchaser(s) or assignee(s) at any such sale or upon assignment of Initial Lessee's interest by the leasehold mortgagee(s), that the purchaser(s) or assignee(s) of Initial Lessee's interest has assumed and agreed to carry out any and all covenants and obligations of Initial Lessee,including but not limited to the construction of the Affordable Housing Unit contemplated herein. In no event shall any protections afforded a leasehold mortgagee(s) under this Lease be construed to pennit 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 leaschold 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 mortgagee(s),an offset statement shall be required frorn the Lessor,and the Lessor agrees to deliver in recordable fonn 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 full force and effect;(H)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. (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, Page 26 Of 45 2558 hftps://or.monroe-clerk.com/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaBookPage&quickSearchSelection=# 1/2/24, 10:27 AM Landmark Web Official Records Search Doc.#2446015 Page Number:27 of 45 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). 0) So long as the Initial Lessee's interest in this Lease shall be mortgaged to a leasehold mortgao, gee(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 ree 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 Demised Premises. This subparagraph 0)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 terminated, (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 gra nt 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 multiple mortgagees,where there are such. Section 15.02 Ise rraitted-hlgqg4ggs ftar Sublessees (l�nil C>wners). 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, Batik, Trust Company or similar lending institution, subject to the following requirements: Page 27 Of 45 2559 hftps://or.monroe-clerk.com/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaBookPage&quickSearchSelection=# 1/2/24, 10:27 AM Landmark Web Official Records Search Doc.#2446015 Page Number:28 of 45 (a) The mortgage(s) encumbering the Affordable Housing Unit shall not exceed 100% of the maxituUm 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 terrors of the note, which is secured by the mortgage, may result in negative 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 tinder 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 subject to the Lessor's right of first refusal as set forth in Article 12.05, Nothing herein shall preclude potential purchasers approved by Lessor from bidding at any foreclosure sale and,where successful, purchasing the subject Affordable Housing Unit at the foreclosure sale price in accordance with Article X11;and (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 in loan or sale proceeds than their permitted purchase or resale price as a result of any transaction, Accordingly, Subleases 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 Demised 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 instructs 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 wider 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 Page 28 Of 45 2560 hftps://or.monroe-clerk.com/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaBookPage&quickSearchSelection=# 1/2/24, 10:27 AM Landmark Web Official Records Search Doc.#2446015 Page Number:29 of 45 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 reimbursement or restoration from the Lessee as appropriate, Section 16.02 Default, In the event of any material breach of this Lease by Lessee,Lessor, and after the necessary notice 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 Dernised Premises, improvements and materials and redevelopment rights to and associated with the Demised Premises and the Project, subject to mortgagee protection as provided herein. Furthermore,in the event of any breach of this 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 Derrused 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 permits,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 mortgagWs 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 terminate this Lease or it may from time to time,without terminating this Lease,re-let the Demised Premises or any part thereof for such term or terms (which may be for a term extending beyond the Temi of this Lease)and at such Rent or Rents and on such other to is and conditions as Lessor in its sole reasonable discretion inky 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 Page 29 Of 45 2561 hftps://or.monroe-clerk.com/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaBookPage&quickSearchSelection=# 1/2/24, 10:27 AM Landmark Web Official Records Search Doc.#2446015 Page Number:30 of 45 re-letting and of such alterations and repairs,incurred by Lessor,and the amount,if any,by which the Rent reserved in this Lease for the period of such re-letting(up to but not beyond the term of this Lease)exceeds the arnount agreed to be paid as Rent for the Demised Premises 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 rernedy it may have,Lessor may recover from Lessee all damages incurred by reason of such breach, including the cost of recovering the Demised Premises,which amounts shall be immediately due and payable from Lessee to Lessor. Section 16.03 Lessor's Riaht to Perfonn. In the event that Lessee,by failing 0 i,or neglecting to do or perforrn any act or thing herein provided by it to be done or performed,shall 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 steal I not be required to,do or perform or cause to be done or performed such act or thing(entering on the Denused Premises for such purposes,with notice,if Lessor shall so elect), and Lessor shall not be or be held liable or in any way responsible for any loss, inconvenience or annoyance resulting to Lessee on account thereof,and Lessee slial I repay to Lessor on de and 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 be construed as a waiver of anv such default by Lessee,or as a waiver of any covenant,terra or condition herein contained or the performance thereof,or of any other right or remedy of Lessor,hereunder or otherwise. All amounts payable by Lessee to Lessor under any of the provisions of this Leave, 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 Demised 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 pennitted by applicable zoning law and approved by Lessor. Page 30 Of 45 2562 hftps://or.monroe-clerk.com/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaBookPage&quickSearchSelection=# 1/2/24, 10:27 AM Landmark Web Official Records Search Doc.#2446015 Page Number:31 of 45 ARTICLE XV11 Re air Obligations Section17.01 During the continuance of this Lease the Lessee,and every Sublessee with respect to their leased or purchased portions of the Demised Premises.shall keep in good state of repair any and all buildings,furnishings,fixtures,landscaping and equipment which are brought or constructed or placed upon the Demised Premises by the Lessee, and the Lessee shall riot suffer or permit 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 which is the subject matter of this Lease in first class repair and condition. Additionally,Lessor shall not be required to furnish any services or facilities, including but not limited to hear, electricity, air conditioning or water or to make any repairs to the premises or to the Affordable Housing Unit. ARTICLE XVIII Additional Covenants of Lessee/Lessor Section 18.01 Le gal Ilse. The Lessee covenants and agrees with the Lessor that, the Demised Premises will be used primarily for the construction and operation of one(1) 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. -Se-c—tio-n—I-8-JO-2-T.—erm ina-PiO-n. Upon ten-nination of this Lease,the Lessee will peaceably and quietly deliver possession of the Dcmised Premises, unless the Lease is extended as provided herein. Therefore, Lessee shall surrender the improvements together with the leased premises. Ownership of some or all improvements shall thereupon revert to Lessor. Section 18.03 RecovcEy-pf Litigation Expense. In the event of any suit, action or proceeding g,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 attomeys' fees including appellate,bankruptcy and post judgment collection proceedings for the maintenance or defense of said action or suit, as the case may be. Any judgment rendered in connection with 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 fear litigation relating to this Lease or to the Affordable Restrictions from any person or persons from or to whom a demand or enforcement request is made, regardless of actual initiation ol'an action or proceeding. Section 18.04 Condition of the Demised Premises, Lessee agrees to accept the Demised Premises in its presently existing condition"as-is".It is understood and agreed that the Lessee has Page 31 Of 45 2563 hftps://or.monroe-clerk.com/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaBookPage&quickSearchSelection=# 1/2/24, 10:27 AM Landmark Web Official Records Search Doc.#2446015 Page Number:32 of 45 determined that,the Demised Premises are acceptable for its purposes and hereby 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,storniwater 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 governmental authority. 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 Demised Premises,except in strict compliance with all laws, ordinances,rules,regulations,orders and guidelines of any government agency having jurisdiction and the applicable board of insurance underwriters.In no event shall hazardous waste be disposed of in or about the Dermsed Premises. For purposes herein, the to hazardous materials or substances shall mean any hazardous, toxic or radioactive substance material. matter or waste which is or becomesregulated by any federal,state or local law,ordinance,order,rule,regulation, code or any other goverrimental restriction or requirement and shall include petroleum products and asbestos as well as improper or excessive storage or use of common household cleaning and landscaping chemicals,pesticides,batteries and the like,and those materials defined as hazardous substance or hazardous waste in the Comprehensive 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 Dermsed 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 knowledge, the Demised Premises is free of any hazardous waste. Section 18.06 Recordation, Lessee, within live (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. Page 32 Of 45 2564 hftps://or.monroe-clerk.com/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaBookPage&quickSearchSelection=# 1/2/24, 10:27 AM Landmark Web Official Records Search Doc.#2446015 Page Number:33 of 45 ARTICLE XIX and No Unlawful or li-amoral PuER2§,e or LJse Section 22.01---Reresentations, Warranties of Title and trier n yrnent. 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 Dernised 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 performed, the Lessee shall have quiet and undisturbed and continued possession of the Dernised Premises from claims by Lessor. Section 19.02 No Unlawful or Immoral PuMose or 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, conforin to and obey any present or future ordinance and/or rules, regulations, requirements and orders of governments] authorities or agencies respecting the use and occupation of the Dernised Prern i se s. ARTICLE XX Miscellaneous Section 20.01 Covenan!Ls�Runnirra�vvith 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 bind 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, tenns, 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 hereol'shall be of any force,effect or value unless in writing signed by the Lessor and Lessee,or their duly authorized agents or attorneys. Section 20.04 Entire .Agree cart. This Lease, including the Preamble and any written Page 33 Of 45 2565 hftps://or.monroe-clerk.com/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaBookPage&quickSearchSelection=# 1/2/24, 10:27 AM Landmark Web Official Records Search Doc.#2446015 Page Number:34 of 45 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 certified 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 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 Attomey 1100 Simonton Street 17 I I 12h 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, Lessor Liability. All references to the Lessor and Lessee mean the persons who,from time 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 I-ease shall terminate upon such assignment. In addition, the Lessor's liability under this Lease,unless specifically dealt with diflerently herein,shall be at all times limited to the Lessor's interest in the Dernised premises. Section 20.,08 Ca tons. The captions used in this Lease are for convenience of reference only and in no Nvay 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 of this Lease,nor as supplemental thereto or amendatory thereof. Page 34 Of 45 2566 hftps://or.monroe-clerk.com/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaBookPage&quickSearchSelection=# 1/2/24, 10:27 AM Landmark Web Official Records Search Doc.#2446015 Page Number:35 of 45 Section 20.10 Governing_Law VentLjc. This Agreement shall be construed under the laws of the State of Florida, and the venue for any legal proceeding to enforce or detennine the terns and conditions of this Lease shall be Monroe County,Florida. Section 20.1 j— Holding,Over. Any holding over after the expiration of the Term of this Lease,with consent of Lessor, shall be construed to be a tenancy 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 Term hereof, and shall otherwise be on the terms and conditions herein specified, so far as applicable. Section 20,1'2--- Brokers, Lessor and Lessee covenant,warrant and represent that no broker was instrumental in consummating this Lease,and that no conversations or negotiations were had with any broker concerning the renting of the Demised 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 for a brokerage commission by either of them with any brokers. Section 20113 Partial Invalidity, If any provision of this Lease or the application thereof to any person or circumstance shall at any tune 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 affiected thereby. Section 20.14 Force Maj�eure. If either party shall be delayed,hindered or prevented from the performance of any act required hereunder is 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 for the performance of any such act shall be extended for a reasonable period. Section 20.15 Lessor/Lessee Relationshi2,Non-Reliance by Third Patties, 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 assi&mments or Subleases permitted hereunder and to the limited extent thereof, no other person or entity shall be a third parts beneficiary hereunder. No person or entity shall be entitled to rely upon the terms,or arty of them', of this Lease to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service 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 infonn,counsel,or otherwise indicate that any particular individual or group of individuals,entity or entities,have entitlements or benefits under this Lease separate and apart,inferior to,or superior to the community in general or for the purposes contemplated in this Lease. Section 20,16 CODtineenCies, 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 Page 35 Of 45 2567 hftps://or.monroe-clerk.com/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaBookPage&quickSearchSelection=# 1/2/24, 10:27 AM Landmark Web Official Records Search Doc.#2446015 Page Number:36 of 45 access the Affordable Housing Unit at all times. Therefore,in the event Initial Lessee is unable to obtain financing, permits or adequate access within the time for perfortnance set forth herein, Initial Lessee may terminate this Lease. Ten-nination of the Lease under such circumstances shall constitute effective,full and immediate conveyance and assignrneru to Lessor of all of the Dernised Premises, improvements and materials and redevelopment rights to and associated with the Demised Premises and the Project, subject to mortgagee protection as provided herein. Initial Lessee hereby acknowledges that in the event Initial Lessee tentrinates this Agreement, Initial Lessee will not receive a reimbursement from Lessor for costs incurred by Initial Lessee prior to such termination. 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 been found in buildings. 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 indeninitV 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 infonnation 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 Dermsed Premises, and all owners, Lessees and Sublessees shall hold Lessor ha Less and indemnify Lessor for dainages or claims related thereto and releases Lessor from same. Section 2Q.19-Subset uent Chances in Law or Re wlation. 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 Governpjezat l�url�ose, Lessor, through this Lease and the Affordable C, Restrictions, furthers a government housing purpose, and, in doing 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. Page 36 Of 45 2568 hftps://or.monroe-clerk.com/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaBookPage&quickSearchSelection=# 1/2/24, 10:27 AM Landmark Web Official Records Search Doc.#2446015 Page Number:37 of 45 Section 20.21 Breach of)Zelat�L To the extent that any purchase and sale or Related Agreement relating to the Demised Premises incorporates,relates to and/or is contingent upon the execution of and/or any performance tinder 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 under 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 S111inlemental Administrative Enforcement. Lessor, or its appropriate agency,may establish under the Aflordable Restrictions,as amended from time to time during the Term of this Lease, such rules, procedures, administrative 16n-fis 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 no way be limited to use of Code Enforcement procedures pursuant to Chapter 162,Florida Statutes, to determine, 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 limit 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 Exct,.Dtions to LeaseRental Prohibition. In addition to privileges r,ccognizcd 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 Affordable 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 The parties acknowledge that they jointly participated in the drafting of this Lease and any Related Agreements with the Page 37 Of 45 2569 hftps://or.monroe-clerk.com/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaBookPage&quickSearchSelection=# 1/2/24, 10:27 AM Landmark Web Official Records Search Doc.#2446015 Page Number:38 of 45 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'sDutv to Cooperate Where required under this Lease or Related Agreement, Lessor shall, to ensure the im P fernentation of the public affordability puqiose I 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 to and conditions contained herein. [Signatures to Follow] Page 38 Of 45 2570 hftps://or.monroe-clerk.com/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaBookPage&quickSearchSelection=# 1/2/24, 10:27AM Landmark Web Official Records Search Doc.#2446015 Page Number:39 of 45 IN WITNESS WHEREOF, the Lessor and the Lessee have hereunto set their hands and seals, the day and year above writtenAI f ' - N Signed, Sealed and Delivered A ,ib� E� SCAR: le ONROE COUNTY BOARD CC)UNTY COMMISSIONERS in th . resence of two witnesses Pri d Nay .Ifx _ a,` } ' , t Mayor Hol Terrill asehein Prbnte- Name f C , tom. APPROVED AS,TO FORM&LEGAL SUFFICIENCY War e�ounty Attorney's Office (as Lessor) _--. tom__ c Kellies k in�r sf tant County Attorney STATE OF FLORIDA COUNTY OF MONROE The foregoing instrument was acknowledged before me this .I . day of 2023 by Holly Merrill Raschein, as Mayor of Monroe County Board of County Coin mission ers vvhq-is .ersonally kjown ,to me or has produced as identification. � �� 1 [Notary Seal] Notary Public Printed Siam rP PAMELAG.HANCt1CK ,V 1�Y_ o ISSII G���6 ¢g c EXPIRES:February 22,2024 �°` B nE 'I'bru N Pubur!U My commis Page 39 of 45 2571 https://or.mon roe-clerk.com/Land markWeb/search/index?theme=.blue&section=searchCriteriaBookPage&q u ickSearchSelection=# 1/2/24, 10:27AM Landmark Web Official Records Search Doc.#2446015 Page Number:40 of 45 LESSEE: HABITAT FOR HUMANITY OF KEY WEST AND LOWER FLORIDA KEYS, INC.,a Florida not for profit corporation By: Prim ed Name " Terri Hillas President ed Name (as to Lessee) STATE OF FLORIDA COUNTY OF MONROE The foregoing instrument was acknowledged before me this fl° ay of �% � haK 2023 by Terri Hill as President of Habitat for Humanity of Rey West and Lower Florida Keys, Inc a Florida not for profit corporation -vvho is personally known to me or has produced as identification. [Notary Seal] Notary Public PrintedNa e. Notary Public State of Florida Terence S.Whig my Commission y Commission Expires 1111 t;h4 249930 xp.113112026 Page 40 of 45 2572 https://or.mon roe-clerk.com/Land markWeb/search/index?theme=.blue&section=searchCriteriaBookPage&q u ickSearchSelection=# 1/2/24, 10:27 AM Landmark Web Official Records Search Doc.#2446015 Page Number:41 of 45 EXHIBIT"A" LEGAL DESCRIPTION Lot 7, Block 41, of SANDS SUBDIVISION, according tote Plat thereof, as recorded in Plat Book 1,Page(s)65,of the Public records of Monroe County, Florida. Parcel ID No.00305850-000000. Page 41 Of 45 2573 hftps://or.monroe-clerk.com/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaBookPage&quickSearchSelection=# 1/2/24, 10:27AM Landmark Web Official Records Search Doc.#2446015 Page Number:42 of 45 EXHIBIT" " DEPICTION OF PROJECT LAYOUT Page 42 of 45 2574 https://or.monroe-clerk.com/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaBookPage&quickSearchSelection=# �. 1/2/24, 10:27 AM Landmark Web Official Records Search Doc.#2446015 Page Number:43 of 45 This Instrument Prepared By: Gregory S.Oropeza,Esq, Oropeza,Stones,&Cardenas,PLLC 221 Simonton Street Key West,floiida 33040 EXHIBIT"C" COMMENCEMENT DATE AGREEMENT This Agreement is made as of 2023 by and between ---------— ("Lessor")and ("Lessee"). WHEREAS, Lessor and Lessee have entercd 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 certain 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 Least.,Lessor and Lessee desire to confirm various dates relating to the Lease. NOW THEREFORE, Lessor and Lessee agree and acknowledge that,the inforraittion set forth below is ti Lie and accurate, Commencement Does: '2023 Initial Term Expiration Date.- 2122 The execution of this Agreement shall not constitute an exercise by Lessee of its option with respect to any Extended Term, 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 Page 43 Of 45 2575 hftps://or.monroe-clerk.com/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaBookPage&quickSearchSelection=# 1/2/24, 10:27 AM Landmark Web Official Records Search Doc.#2446015 Page Number:44 of 45 EXHIBIT"D" LETTER OF ACKNOWLEDGEMENT TO: Initial Lessee,or its assigns Address of Initial Lessee,or its assigns DATE: This letter is given to (.....Anibal 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 foilh,in the Affordable Restrictions to purchase an affordable unit. I understand that the unit I am buying is being sold to me at a price restricted below fair market value for my, future similarly situated persons and Monroe 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 my legal counsel, has explained to me the tetras and conditions of the Lease, including without limitation the meaning of the term °`Affordable Restrictions", and other legal documents that are part of this transaction. • That I understand the to of the Lease and how the terms and conditions set forth therein will affect rely 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 to 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 paragraph. Page 44 Of 45 2576 hftps://or.monroe-clerk.com/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaBookPage&quickSearchSelection=# 1/2/24, 10:27 AM Landmark Web Official Records Search Doc.#2446015 Page Number:45 of 45 • 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. • 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. • 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. • I 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. • 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. o I 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 45 Of 45 2577 hftps://or.monroe-clerk.com/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaBookPage&quickSearchSelection=# RESOLUTION NO. 366 - 2022 A RESOLUTION OF THE MONROE COUNTY BOARD OF COUNTY COMMISSION NOMINATING PROPERTY FOR PURCHASE BY THE MONROE COUNTY COMPREHENSIVE PLAN LAND AUTHORITY WITH A LEGAL DESCRIPTION OF BLOCK 36, LOT 13; BLOCK 41, LOTS 7 AND LOT 10; AND BLOCK 49, LOT 9, SANDS SUBDIVISION ON BIG PINE KEY; REQUESTING THAT THE AUTHORITY TRANSFER TITLE TO THE 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). WHEREAS, Monroe County desires the Monroe County Comprehensive Plan Land Authority (hereinafter "Authority") to purchase four properties described as Block 36, Lot 13; Block 41, Lots 7 and 10; and Block 49, Lot 9, Sands Subdivision on Big Pine Key, (hereinafter "Subject Property") for affordable housing; and WHEREAS, the Subject Property has street addresses of 31142 Avenue F; 31371 Avenue F; 31372 Avenue G; and 31250 Avenue I and Parcel ID# 00305070-000000; 00305850-000000; 00305880-000000; and 00307000-000000. WHEREAS, purchase of the Subject Property for affordable housing is consistent with the policies of the County's Comprehensive Plan and Land Development Regulations; and WHEREAS, the property owner has agreed to sell the Subject Property with four (4) Rate of Growth Ordinance (ROGO) exemptions to the Authority; and WHEREAS, the Authority wishes to assist the County in acquiring the Subject Property for affordable housing. 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 County hereby nominates the Subject Property for purchase by the Authority. Section 3. Upon the Authority's purchase of the subject property, the County hereby requests that the Authority transfer title to the County. Page 1 of 2 2578 Section 4. The County hereby commits to lease the Subject Property to Habitat for Humanity of Key West and the Lower Keys for development with affordable housing. Section 5. The County Mayor is hereby authorized to execute the Land Use Restriction Agreement (LURA) 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 19th day of October, 2022. Mayor David Rice Yes Mayor Pro Tem Craig Cates Yes Commissioner Michelle Coldiron Yes Commissioner James K. Scholl Yes Commissioner Holly Merrill Raschein Yes «ter BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA 6 m BY: Mayor D id Rice 'as 1p ss �UNiv ATTEST: KEVIN MADOK, CLERK By: s Depu-0 Clerkl pproved as to for and legal sufficiency Robert B. Shillinger, Monroe County Attorney _1 Page 2 of 2 2579 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 Four Parcels in Sands Subdivision on Big Pine Key Block 36, Lot 13; Block 41, Lots 7 and 10; and Block 49, Lot 9, Sands Subdivision 31142 Avenue F; 31371 Avenue F; 31372 Avenue G; and 31250 Avenue I Parcel ID# 00305070-000000; 00305850-000000; 00305880-000000; and 00307000-000000 THIS LAND USE RESTRICTION AGREEMENT (hereinafter "Agreement") is made and entered into as of the day of , 2022, between MONROE COUNTY (hereinafter "County" and the MONROE COUNTY COMPREHENSIVE PLAN LAND AUTHORITY, a land authority pursuant to section 380.0663(1), 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 36, Lot 13; Block 41, Lots 7 and 10; and Block 49, Lot 9, Sands Subdivision, as recorded in Plat Book 1, Page 65 of the Public Records of Monroe County, Florida (hereinafter "Subject Property"). The Subject Property has street addresses of 31142 Avenue F; 31371 Avenue F; 31372 Avenue G; and 31250 Avenue I on Big Pine Key and Parcel ID#s 00305070-000000; 00305850-000000; 00305880-000000; and 00307000-000000. B. The County has adopted Resolution nominating the Subject Property for purchase by the Land Authority, with subsequent conveyance to the County for affordable housing. C. The Land Authority has adopted Resolution authorizing purchase of the Subject Property. D. As a condition of Land Authority purchasing the Subject Property, County has agreed thatthe Subject Property shall only be used consistentwith Florida Statutes 380.0666 (3)(a) for affordable housing and shall be leased to Habitat for Humanity of Key West and the Lower Keys. Page 1 of 6 2580 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, County and Land Authority do hereby contract and agree as follows: ARTICLE I COMPLIANCE WITH LAND AUTHORITY REQUIREMENTS In order to comply with the Land Authority's requirements pursuant to section 380.0663(1),etseq.,Florida Statutes and Monroe County Ordinance No. 031-1986,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 County. 1.02 Use of the Subject Property shall be restricted to affordable housing. 1.03 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 has paid over $468,000 to purchase the Subject Property for the County and as an inducement to the County to restrict use of the Subject Property to affordable housing in perpetuity. In consideration of said Land Authority funding for the foregoing purposes, 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 County pertaining to occupancy of the Subject Property. 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 County defaults in the performance of its obligations under this Agreement or breaches any material covenant, agreement or warranty of County set forth in this Agreement, and if such Page 2 of 6 2581 default remains uncured for a period of thirty (30) days after written notice thereof shall have been given by the Land Authority to 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 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 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, 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 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 parry 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 Page 3 of 6 2582 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 parry 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 2583 COUNTERPART SIGNATURE PAGE TO LAND USE RESTRICTION AGREEMENT Four Parcels in Sands Subdivision on Big Pine Key Block 36, Lot 13; Block 41, Lots 7 and 10; and Block 49, Lot 9, Sands Subdivision 31142 Avenue F; 31371 Avenue F; 31372 Avenue G; and 31250 Avenue I Parcel ID# 00305070-000000; 00305850-000000; 00305880-000000; and 00307000-000000 IN WITNESS WHEREOF, 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 David P. Rice 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 David P.Rice 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 2584 COUNTERPART SIGNATURE PAGE TO LAND USE RESTRICTION AGREEMENT Four Parcels in Sands Subdivision on Big Pine Key Block 36, Lot 13; Block 41, Lots 7 and 10; and Block 49, Lot 9, Sands Subdivision 31142 Avenue F; 31371 Avenue F; 31372 Avenue G; and 31250 Avenue I Parcel ID# 00305070-000000; 00305850-000000; 00305880-000000; and 00307000-000000 IN WITNESS WHEREOF, 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(1), 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 2585 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 . 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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 ' 2586