Loading...
HomeMy WebLinkAbout26213AGREEMENT INFORMATION AGREEMENT NUMBER 26213 NAME/TYPE OF AGREEMENT SG LITTLE HAVANA LLC DESCRIPTION GROUND LEASE/1357 SW 8 ST, MIAMI, FL/FILE ID: 19291/R- 26-0237/MATTER ID: 25-3189K/#91 EFFECTIVE DATE ATTESTED BY TODD B. HANNON ATTESTED DATE 7/10/2026 DATE RECEIVED FROM ISSUING DEPT. 7/15/2026 NOTE 2‘k9a0 CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Housing and Community Development DEPT. CONTACT PERSON: Maria T Ason NAME OF CONTRACTUAL PARTY/ENTITY: SG Little Havana LLC IS THIS AGREEMENT TO BE EXPEDITED/RUSH: TOTAL CONTRACT AMOUNT: $ 0.00 EXT. 1971 TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT 0 PROFESSIONAL SERVICE AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT EOTHER (PLEASE SPECIFY): Ground Lease and Access, —YES 7 NO FUNDING INVOLVED? YES NO 0 PUBLIC WORKS AGREEMENT 0 MAINTENANCE AGREEMENT 0 INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT 0 PURCHASE OR SALE AGREEMENT Indemnification, and Hold Harmless Agreements PURPOSE OF ITEM (DETAILED SUMMARY/ ADD ADDITONAL PAGES IF NECESSARY): Execute agreements that will provide access to the Borrower for purposes of applying for additional funding for the development of the project. COMMISSION APPROVAL DATE: 05/28/2026 FILE ID: 19291 IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ENACTMENT No.: R-26-0237 ROUTING INFORMATION DATE PLEASE PRINT AND SIGN APPROVAL BY DEPARTMENT DIRECTOR/ DESIGNEE 646/.2A, PRINT: VICTOR TURNER/JOHN.QUADE / �au-� SIGNATURE: (/ APPROVAL'.BY RISK MANAGEMENT --. 6. 464 G PRINT: DAVID RUIZ JD CPCU SIGNATURE: --e_ APPROVAL BY CITY ATTORNEY �'�'�Sh��I1f /�d/2 r PRINT: GEORGE K. WYSONG�/III T )` //tt SIGNATURE: �a APPROVAL BY ASSISTANT CITY MANAGER (D 36°1-' PRINT: ERICA PASCHAL DA I G SIGNATURE: APPROVAL:BY DEPUTY CITY MANAGER RI 7 /2J PRINT: NATASHA COLE ROOK-WIL IAMS SIGNATURE: 'IM77' APPROVAL BY CITY MANAGER 4 4C\ V `t. PRINT: JAMES REY SIGNATUR APPROVAL BY CITY CLERK PRINT: TODD AN O SIGNATURE: PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER GROUND LEASE SG LITTLE HAVANA This Ground Lease (this "Ground Lease" or this "Lease") is made as of , 2026 (the "Effective Date"), between CITY OF MIAMI, a Florida municipal corporation ("Landlord" or "City", as applicable), and SG Little Havana, LLC, a Florida limited liability company ("Tenant"). PREAMBLE A. City is the owner of certain real property located at 1357 Southwest 8 Street, City of Miami, Miami -Dade County, Florida, and described on Exhibit "A" attached hereto and made a part hereof (the "Premises"), which City desires to have developed with the use of private and/or public funds. B. Tenant has proposed to newly construct on the site (i) approximately 120 affordable housing units, each of which shall be elderly, affordable units, to be known as "SG Little Havana" that will increase supply of rental housing units for low-income, family, elderly, disabled, special needs or other population; and (ii) other ancillary and complimentary uses (the "Proj ect"), on the Premises as further described in Sections 1.04(b) and 1.09 herein. C. On December 11, 2025, the Miami City Commission duly adopted its Resolution No. R-25-0519, and as amended in Resolution No. R-26-0186, adopted on April 23, 2026 (the "Resolution"), approving the lease by the City, as Landlord, of the Premises to Tenant in accordance with the terms set forth in this Ground Lease. LEASE In consideration of the foregoing preamble, mutual covenants and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant, with the intent to be legally bound, hereby agree as follows: ARTICLE I- GRANT OF LEASED PREMISES; TERM; TITLE 1.01 Grant of Leased Premises. Landlord shall deliver exclusive possession of the Premises (free and clear of all tenants and squatters) to Tenant on the date of Financial Close, with "Financial Close" meaning the date on which Developer has secured debt and/or equity financing in an amount sufficient to fund the full Project cost of developing, constructing, and fixturing the Premises as needed for the Project, as evidenced by the execution and delivery of all definitive fmancing and/or equity contribution agreements or other reliable evidence of the existence of all such funding necessary for the Project in'.. form and substance reasonably acceptable to the City (the "Commencement Date"). The Lease Term shall commence on such Commencement Date and shall expire on the 99th ,; anniversary thereof, (the "Initial Term Expiration Date"), unless earlier terminated or extended as provided for herein. The Initial Term of this Lease may be extended for an additional term of ninety-nine (99) years from the Initial Term Expiration Date (the "Extended Term") at the request of Tenant with the approval of the Miami City Commission or successor governmental entity (the "Commission"), not to be unreasonably withheld if Tenant is still operating the Premises as required by this Lease. The Initial Term and Extended term are collectively referred to herein as the "Term" or the "Lease Term". Tenant may request Landlord agree to extend the Initial on the same teiius and conditions as set forth in this Lease, with the approval of the Commission, at any time within twenty (20) years of the Initial Term Expiration Date by written notice to Landlord. 1.02 Premises. The Premises consists of those certain tracts or parcels of land located at 1357 Southwest 8 Street, Miami, Florida as more particularly described in Exhibit A attached hereto and incorporated herein, together with all appurtenances, easements and rights of way related thereto and the improvements, if any, thereon. 1.03 Title Matters. Tenant shall have the right to order a title insurance commitment on the Premises, within the ninety (90) days following the Effective Date or earlier at its option. In the event the title insurance commitment shall reflect encumbrances or other conditions impairing marketable title ("Defects"), or if any update or continuation of the title insurance commitment obtained by Tenant before the Commencement Date in connection with its Financial Close or equity syndication reveals any new Defects, then, Landlord, upon notification of the Defects, shall immediately and diligently proceed to cure same and shall have a reasonable time within which to cure the Defects. If, after the exercise of all reasonable diligence, Landlord is unable to clear the Defects, then Tenant may accept the Defects or Tenant may terruinate the Lease and the parties shall be released from further liability. It shall be a breach of this Agreement by Landlord if Defects first appear of record after the Effective Date and such Defects were caused by the acts or omissions of the Landlord or its agents. 1.04 Construction of Improvements. The Project shall be constructed in accordance with requirements of all laws, ordinances, codes, orders, rules and regulations (collectively "Applicable Laws") of all governmental entities having jurisdiction over the Project (collectively "Governmental Authorities"), including, but not limited to, the City, Miami -Dade County, the State of Florida, and the United States Department of Housing and Urban Development ("HUD"). Tenant shall apply for and prosecute, with reasonable diligence, all necessary approvals, permits and licenses required by applicable Governmental Authorities for the construction, development, zoning, use and occupation of the Project. The City agrees to cooperate with and publicly support Tenant's effort to obtain such approvals, permits and licenses, provided that such approvals, permits and licenses shall be obtained at Tenant's sole cost and expense. (a) Construction of the Project shall be performed in a good and workmanlike manner and in conformity with all Applicable Laws. (b) It is understood that a material inducement for the City entering into this Lease is the expectation, agreement and requirement that the Premises, will include the Improvements, during the entire Term, consisting of (i) approximately one hundred twenty• (120) multifamily residential units as more fully described and/or depicted on Exhibit B; (ii) any permitted ancillary uses as described herein; and (iii) such other uses as may be approved during the Term (collectively, the "Improvements") By way of clarification and notwithstanding any, other provision of this Ground Lease, at all times during the Lease Term, Tenant shall be deemed the owner of all Improvements, but such ownership shall automatically revert to Landlord upon expiration or earlier termination of this Lease as permitted herein. 2 (c) Landlord and Tenant agree that Tenant shall be accorded all benefits and burdens of ownership of the Premises for as long as this Lease shall remain in effect. At all times during the tem" of this Lease, the Improvements shall be owned by the Tenant and, during the term, the Tenant alone shall be entitled to all of the tax attributes of ownership including, without limitation, the right to claim depreciation or cost recovery deductions, the right to claim housing tax credits described in Section 42 of the Internal Revenue Code of 1986, as amended (the "Code") and the right to amortize capital costs and to claim any other federal tax benefits attributable to the Improvements. 1.05 Pre -Commencement Cooperation; Permits; Split Zoning and Cooperation; and Financing. From and after the Effective Date and prior to the Commencement Date, Landlord shall reasonably cooperate and shall not unreasonably withhold, condition, or delay its cooperation with Tenant in connection with Tenant's efforts to obtain all zoning approvals, site plan approvals, permits (including, without limitation, the Master Building Permits), utility approvals, variances, waivers, and other governmental approvals necessary or desirable to develop, finance, and construct the Project, including those required to obtain and close Tenant's construction loan, tax- exempt bond financing, and low-income housing tax credit equity. (a) Such cooperation shall include, without limitation, executing and delivering in a commercially reasonable timeframe such owner affidavits, applications, certifications, acknowledgments, joinders, consents, estoppel statements, and other documents as are customarily required by applicable Governmental Authorities, construction lenders, bond issuers, credit enhancers, or equity investors in connection with the permitting, entitlement, and financing of the Project. (b) Landlord expressly authorizes Tenant, prior to the Commencement Date, to submit permit and approval applications identifying Landlord as the fee owner of the Premises and Tenant as the developer and prospective ground lessee. (c) Landlord acknowledges that the Premises may contain split zoning classifications or other zoning conditions requiring amendment, modification, rezoning, boundary adjustment, waiver, warrant, variance, special exception, site plan approval, or other land use approval in order to permit development of the Project as contemplated by this Lease. Because Landlord shall retain fee ownership of the Premises during the Lease Term, Landlord agrees, at Tenant's request and subject to Applicable Law, to reasonably cooperate with Tenant regarding owner consents, and Tenant's pursuit of such zoning application(s), boundary adjustments, rezonings, or other land use approvals reasonably necessary to establish zoning confoiinity across the Premises and facilitate development of the Project substantially in accordance with this Lease, including execution of owner affidavits, applications, authorizations, and other customary documents reasonably required by applicable Governmental Authorities; provided, however, that nothing herein shall obligate the City Commission or any governmental board, agency, or department to 1) approve any application or 2) to take legislative action inconsistent with Applicable Law. The City is entering into this Agreement in its proprietary capacity, and nothing herein guarantees approvals of such applications by the City in its regulatory capacity. (d) No cooperation provided pursuant to this subsection shall be deemed to (i) constitute delivery of possession of the Premises, (ii) commence the Lease Tenn, or (iii) obligate 3 Landlord to approve final plans or specifications. Landlord shall not be required to incur out-of- pocket costs, waive governmental or sovereign protections, or take any action prohibited by Applicable Law. (e) Notwithstanding anything to the contrary contained in this Lease, in the event that Tenant fails to obtain the Master Building Permits for the Project within three (3) years following the Effective Date, then, unless such time period is extended by the Commission, Landlord shall have the right to terminate this Lease upon thirty (30) days written notice and opportunity to cure, upon which and without the necessity of further action by the Landlord, all right, title, and interest of Tenant in and to the Property, any Improvements constructed thereon, and the leasehold estate created hereby shall automatically revert to Landlord. For purposes of this Lease, "Master Building Permits" shall mean the primary building permit issued by the City of Miami Building Department authorizing commencement of vertical construction of the Project improvements in accordance with the approved plans, as required under the Florida Building Code and applicable provisions of the City of Miami Code of Ordinances, including, without limitation, a "master permit" as contemplated under Section 10-18 of the City of Miami Code of, and any successor or related provisions thereof governing the issuance of building permits. (f) Upon such termination, Tenant shall have no further rights in or to the Property or Improvements, except as may be expressly provided herein with respect to surrender obligations, and Tenant shall promptly execute and deliver such instruments as Landlord may reasonably request to evidence the termination of this Lease and the reversion of the leasehold estate. (g) In the event of termination under this provision, in addition to such obligations of Tenant as may otherwise be set forth in this Agreement, Landlord shall have, at its sole option, the right to require Tenant, at its sole cost and expense, to raze any Improvements, or portions thereof, and return the Property to the same or better condition than that existing as of the Effective Date. 1.06 Low -Income Housing Tax Credits. The Project is, or will be, subjected to and benefited by the terms and conditions of the low-income housing tax credit requirements as set forth in the Code, and as required by HUD or the Florida Housing Finance Corporation during the appropriate extended use period. 1.07 Closing on Construction Financing. Subject to Unavoidable Delays, in the event Tenant shall not achieve Financial Close, including syndication of the housing tax credits, within the period set forth in Section 1.05 (e) above, either party shall have the right to terminate this Lease (and such event shall not be deemed an Event of Default and termination shall be the terminating party's sole remedy) and Landlord and Tenant shall have no further obligation to each other under this Lease, except as to such matters as expressly survive termination, by delivering written notice to the other party. 1.08 Unavoidable Delays. Other than Tenant's obligation to pay any amounts due to Landlord provided for in this Lease or to maintain all insurance required by this Lease, the party obligated to perform under this Lease shall not be required to perform and shall be entitled to a reasonable extension of time because of its inability to meet an 4 obligation or a time frame or deadline specified in this Lease, where such failure or inability to perform is caused by an Unavoidable Delay. "Unavoidable Delays" shall mean delays beyond the control of a party required to perform, such as delays due to strikes; a natural catastrophe, such as an earthquake, hurricane, flood or tornado, that could not have been prevented; fires; enemy action; civil disturbance; sabotage; restraint by court or public authority; litigation or formal administrative challenges by third parties to the execution or performance of this Lease or the procedures leading to its execution or to the process of entitlement for the Premises; pandemic or epidemic or related governmental shutdown or slowdown affecting the Tenant's ability to obtain entitlements, permits, approvals or any required consents, or to assemble a capable workforce for the commencement or completion of Construction or to obtain materials or services; or moratoriums. Notwithstanding anything in this Lease to the contrary, if a party shall be delayed in the performance of any act required under this Lease by reason of any Unavoidable Delay, and the party then provides notice of the Unavoidable Delay to the other party within ten days after its occurrence (or such later date if the Unavoidable Delay affects the ability to provide timely notice), performance of the act shall be excused for the period of the delay and the period for the performance of the act shall be extended for a reasonable period, in no event to exceed the period equivalent to the period of the delay. 1.09 Ancillary Uses. Notwithstanding anything to the contrary contained in this Ground Lease, Tenant shall have the right to include within the Project certain ancillary uses that are customarily incidental and complementary to residential affordable housing developments, including without limitation retail, service, entertainment, community - serving, or office uses, provided that such uses (i) are permitted under Applicable Law, (ii) do not materially impair the residential character of the Project, and (iii) are consistent with the overall public purpose of the Project. 1.10 Early Access. Notwithstanding anything to the contrary contained in this Ground Lease, Landlord shall permit Tenant and its agents, consultants, contractors, engineers, architects, environmental professionals, surveyors, lenders, investors, and other authorized representatives to enter upon the Premises prior to the Commencement Date (the "Early Access Period") for the limited purpose of performing due diligence and pre - development activities related to the Project, as further described in and subject to that certain Hold Harmless and Site Access Agreement between Landlord and Tenant (the" Site Access Agreement"), attached hereto as Exhibit E. In the event of any conflict between this Section and the Site Access Agreement, the Site Access Agreement shall control. (a) The foregoing referenced due diligence and pre -development activities may include, without limitation, environmental testing, geotechnical investigations, subsurface and soil testing, including invasive testing such as soil borings and installation of temporary monitoring wells, to the extent customarily required, surveying, inspections, analyses, assessments, monitoring, utility investigations, and other non-invasive or minimally invasive testing and studies customarily conducted in connection with the development of affordable housing projects of similar scope and nature (collectively, "Due Diligence Activities"). 5 (b) Early access shall not constitute delivery of possession of the Premises, shall not commence the Lease Tenn, and shall not give rise to any obligation to pay Rent or Additional Rent. All Due Diligence Activities Tenant chooses to have performed shall be at Tenant's sole cost and expense. (c) Tenant shall restore the Premises to substantially the same condition existing prior to such entry, reasonable wear and tear and de minimis disturbance excepted, and shall comply with all Applicable Laws in the performance of such Due Diligence Activities. Tenant shall indemnify, defend, and hold Landlord harmless from and against any claims, losses, liabilities, costs, or damages arising from Tenant's exercise of early access rights, except to the extent caused by the gross negligence or willful misconduct of Landlord. ARTICLE II- REPRESENTATIONS AND WARRANTIES 2.01 Landlord's Representations and Warranties. Landlord hereby represents and warrants to Tenant as follows: (a) Title. Landlord owns fee simple, good and marketable title to the land underlying the Premises and there are no mortgages or other encumbrances affecting Landlord's fee simple title to the Premises. (b) Landlord and Approvals. (i) Landlord has full right, power, and authority to make, execute, deliver, and perform its obligations under this Ground Lease; (ii) Landlord has obtained and received all required and necessary consents and approvals to enter into this Ground Lease with Tenant, including the adoption of the Resolution by the Miami City Commission, which Resolution remains in full force and effect and has not been rescinded or amended in any manner adverse to Tenant; and (iii) the entry by Landlord into this Ground Lease with Tenant and the performance of all of the teiuis, provisions, and conditions contained herein does not and will not, violate or cause a breach or default under any agreement or obligation to which Landlord is a party or by which it is bound. (c) Assessments. There are no unpaid special assessments of which Landlord has received notice for sewer, sidewalk, water, paving, gas, electrical, or utility improvements or other capital expenditures, matured or unmatured, affecting the Premises. (d) Contractual Obligations. Landlord is not obligated under any contract, lease or agreement, materially affecting the ownership, use, operation, management, maintenance, or lease of the Premises. (e) Full Disclosure. No representation, statement, or warranty by Landlord contained in this Ground Lease or in any exhibit attached hereto contains or will contain any untrue statement of a material fact or omits a material fact necessary to make the statement of fact therein recited not misleading. (f) Litigation. There is no action, suit, litigation, or proceeding pending or to Landlord's knowledge, threatened against Landlord that could prevent or impair Landlord's entry into this Ground Lease or performance of its obligations hereunder. 6 (g) Environmental. There are, to the actual knowledge of Landlord, no Hazardous Substances located in, on or under the Premises except as previously disclosed in writing by Landlord to Tenant. For the purposes hereof "Hazardous Substances" includes any substances, chemicals, materials or elements that are prohibited, limited or regulated by any and all federal, state or commonwealth, and local laws, regulations, statutes, codes, rules, resolutions, directives, orders, executive orders, consent orders, guidance from regulatory agencies, policy statements, judicial decrees, standards, permits, licenses and ordinances, or any judicial or administrative interpretation of, any of the foregoing, pertaining to the protection of land, water, air, health, safety or the environment whether now or in the future enacted, promulgated or issued (the "Environmental Laws"), or any other substances, chemicals, materials or elements that are defined as "hazardous" or "toxic," or otherwise regulated under the Environmental Laws, or that are known or considered to be harmful to the health or safety of occupants or users of the Premises. The term Hazardous Substances shall also include, without limitation, any substance, chemical, material, or element (i) defined as a 'hazardous substance' under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 USC §§ 9601, et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986, and as further amended from time to time and regulations promulgated thereunder; (ii) defined as a "regulated substance" within the meaning of Subtitle I of the Resource Conservation and Recovery Act (42 USC §6991- 6991i), as amended from time to time and regulations promulgated thereunder; (iii) designated as a "hazardous substance" pursuant to Section 311 of the Clean Water Act (33 USC § 1321), or listed pursuant to Section 307 of the Clean Water Act (33 US C §1317); (iv) defined as "hazardous," "toxic," or otherwise regulated under any Environmental Laws adopted by the state in which the Premises are located, or its agencies or political subdivisions; (v) which is petroleum, petroleum products or derivatives or constituents thereof, (vi) which is asbestos or asbestos -containing materials; (vii) the presence of which requires notification, investigation or remediation under any Environmental Laws or common laws; (viii) the presence of which on the Premises causes or threatens to cause a nuisance upon the Premises or to adjacent properties or poses or threatens to pose a hazard to the health or safety of persons on or about the Premises; (ix) the presence of which on adjacent properties would constitute a trespass by the owner; (x) which is urea foinialdehyde foam insulation or urea formaldehyde foam insulation -containing materials; (xi) which is lead - based paint or lead -based paint -containing materials; (xii) which are polychlorinated biphenyls or polychlorinated biphenyl -containing materials; (xiii) which is radon or radon -containing or producing materials; or (xiv) which by any laws of any governmental authority requires special handling in its collection, storage, treatment or disposal. Notwithstanding any contrary provision of this paragraph (g), the term Hazardous Substances shall not apply to such substances that would otherwise meet such definition as long as (i) the use of such substance in, on or under the Premises is in compliance with all Environmental Laws and (ii) such substance is used in de minimis quantities incidental to the operation of the Premises. 2.02 Tenant's Representations and Warranties. Tenant hereby warrants and represents to Landlord as follows: (a) Existence. Tenant is a limited liability company existing under the laws of the State of Florida. (b) Authority. Tenant (i) has the power and authority to own its properties and assets, to conduct its business as presently conducted and to execute, deliver, and perform its 7 obligations under this Ground Lease and (ii) has obtained all company authorizations and approvals which are necessary for it to execute, deliver, and perfoiiu its obligations under this Ground Lease. (c) Binding Obligation. This Ground Lease has been duly and validly executed and delivered by Tenant and constitutes a legal, valid, and binding obligation of Tenant enforceable in accordance with its teiuis. (d) Litigation. There is no pending or, to the best of Tenant's knowledge, threatened investigation, action, or proceeding by or before any court, any governmental entity or arbitrator which (i) questions the validity of this Ground Lease or any action or act taken or to be taken by Tenant pursuant to this Ground Lease or (ii) is likely to result in a material adverse change in the authority, property, assets, liabilities or condition, financial or otherwise, of Tenant which will materially impair its ability to perform its obligations hereunder. (e) Full Disclosure. No representation, statement, or warranty by Tenant contained in this Ground Lease or in any exhibit attached hereto contains any untrue statement of a material fact or omits a material fact necessary to make such statement of fact therein not misleading. ARTICLE III— RENT 3.01 Ground Rent. Tenant shall pay to Landlord a one-time payment of base rent ("Base Rent") for the Lease Term in the amount of One Hundred Dollars ($100.00), to be delivered to Landlord by Tenant on the Effective Date. Tenant acknowledges and agrees that the construction of affordable housing on the Premises as required by Section 5.01 is a material inducement for Landlord to offer the Premises on the terms set forth herein to Tenant, and but for Tenant's promise to provide such housing the terms contained herein would not be offered. 3.02 Payments by Tenant. Other than as expressly set forth in this Ground Lease, commencing on the Commencement Date, all costs, expenses, liabilities, charges or other deductions whatsoever with respect to the Premises and the Improvements or with respect to any interest of Landlord in the Premises, the Improvements, or this Ground Lease shall be the responsibility of Tenant. 3.03 Control and Liabilities. Landlord acknowledges and agrees that Landlord is and shall be, at all times prior to the Commencement Date, in use, control and occupancy of the Premises and all improvements located thereon. In connection with the foregoing, Landlord further acknowledges and agrees that Landlord is responsible for maintaining, repairing, securing, supervising and managing the Premises, including with respect to any third parties (e.g., tenants) located in the Premises. All debts, obligations and liabilities arising prior to the Commencement Date in the course of business of the Premises or otherwise in connection with the use, occupancy or operation thereof (including, but not limited to, all such liabilities for utilities, taxes and other costs and expenses related to the Premises; all such liabilities under or with respect to Environmental Laws or claims; all such liabilities under or with respect to any personal 8 injury claims; and any and all obligations related to the operation, maintenance, repair, security, supervision and management of the Premises) are and shall be the obligation of Landlord, and Tenant shall not be liable or otherwise responsible for any such debts, obligations or liabilities or have any duties to the Landlord or any third parties with respect to the use, occupancy or operation of the Premises. ARTICLE IV- TAXES, OPERATING EXPENSES, INSURANCE REQUIREMENTS, AND RESTORATION 4.01 Taxes. Tenant will pay any payments in lieu of real estate taxes, any real estate taxes and personal property taxes and assessments assessed, levied, confirmed, or imposed on the Premises or the Improvements during the Lease Term whether or not now customary or within the contemplation of Landlord and Tenant. Tenant will pay all real estate transfer taxes that are required in connection with this Ground Lease. Landlord shall pay all local, state, or federal net income taxes assessed against Landlord, including but not limited to all sale and use taxes imposed by the state of Florida on the payment due under this Ground Lease; local, state, or federal capital levy of Landlord; or sales, excise, franchise, gift, estate, succession, inheritance, or transfer taxes of Landlord. Landlord shall have the obligation to: (i) cause any tax bills related to the Premises or Improvements to be sent directly to Tenant or (ii) provide copies of all bills directly to Tenant promptly after receipt. 4.02 Operating Expenses. (a) Tenant's Obligation. During the Lease Term, Tenant will pay or cause to be paid directly to the providers of such services all costs and expenses attributable to or incurred in connection with the ownership, use, leasing, occupancy, operation, maintenance, and repair of the Premises and the Improvements including without limitation (i) all energy sources for the Improvements, such as propane, butane, natural gas, steam, electricity, solar energy, and fuel oil; (ii) all water, sewer and trash disposal services; (iii) all maintenance, repair, replacement and rebuilding of the Improvements including, without limitation, all mechanical, electrical, HVAC, telecommunications and security systems within the Improvements, and all structural and non- structural components of the Improvements, both interior and exterior; (iv) all landscaping, maintenance, repair and striping of all parking areas of the Improvements; (v) all insurance premiums relating to the Premises, including fire and extended coverage, public liability insurance, rental insurance and all risk insurance; and (vi) the costs and expenses of all capital improvements or repairs (whether structural or non-structural) required to maintain the Improvements in good order and repair or required by any Governmental (or quasi -governmental) Authority having jurisdiction over the Premises and the Improvements. (b) Permits and Licenses. Tenant will also procure, or cause to be procured any and all necessary permits, licenses, or other authorizations required for the installation and maintenance of wires, pipes, conduits, equipment, and appliances for use in supplying any such service to and upon the Premises and the Improvements. Landlord, upon request. of Tenant, and at the sole expense and liability of Tenant, will join with Tenant in any application required for obtaining or continuing any such services. 9 4.03 Insurance. Beginning on the Effective Date and continuing until the expiration or earlier termination of the Lease Teuu, Tenant shall maintain and keep in force insurance, as applicable, naming Landlord as an additional insured in the type and for the amounts specified on Exhibits Cl (Insurance Requirements — Vacant Land and Due Diligence), C2 (Insurance Requirements — Construction Phase), and C3 (Insurance Requirements — Completed Improvements), respectively. Specifically, for so long as the Premises remain vacant land, Tenant shall maintain the insurance coverage described in Exhibit C1 (Insurance Requirements — Vacant Land). During the period of construction of the Improvements, Tenant shall maintain the insurance coverage described in Exhibit C2 (Insurance Requirements — Construction Phase). Upon completion of the Improvements, Tenant shall maintain the insurance coverage described in Exhibit C3 (Insurance Requirements — Completed Improvements), which shall replace the Builder's Risk insurance without any lapse in coverage. All public liability or casualty policies maintained by Tenant will be written as primary policies, not contributing with and not secondary to insurance coverage that Landlord may carry. The City shall have the right, no more than once in any twelve (12)-month period, to revisit the insurance requirements under this Ground Lease and may request reasonable changes to such insurance requirements to the extent warranted by then -current market conditions and to the extent such changes are customary and commonly available for properties similar in type, size, use, and location to the Premises and Improvements, provided that the City delivers not less than ninety (90) days' prior written notice to Tenant of any such requested changes and further provided that the City is making similar requests of other comparably situated tenants where it has the right to do so. If Tenant fails to maintain such insurance, at its election, and upon five (5) days' notice to Tenant, Landlord may, but shall not be obligated to, procure such insurance as may be necessary to comply with the insurance requirements of this Section 4.03, and Tenant shall repay to Landlord as Additional Rent the cost of such insurance. Tenant shall furnish to Landlord certificates of insurance which shall state that a thirty (30)-day notice of prior cancellation or change will be provided to Landlord. Tenant further agrees to require its contractors to list the Landlord on all applicable liability policies during the construction period pursuant to Exhibit C2. 4.04 Restoration. (a) If the Improvements shall be damaged or destroyed in whole or in part, Tenant shall give prompt notice thereof to Landlord. The net amount of all insurance proceeds received by Tenant with respect to such damage or destruction, after deduction of the reasonable costs and expenses incurred by Landlord in collecting the same (the "Net Proceeds"), shall, subject to the terms of any Permitted Leasehold Mortgage, be disbursed by Landlord in accordance with the terms and conditions set forth herein to pay for the costs and expenses of the Restoration (defined below), provided that (i) no Event of Default (defined below) has occurred and remains uncured under this Ground Lease, (ii) except as otherwise agreed to by Landlord and subject to the terms of any Permitted Leasehold Mortgage, Tenant proceeds promptly after the insurance claims are settled with the restoration, replacement, rebuilding or repair of the Improvements as nearly as possible to the condition the Improvements were in immediately prior thereto (the "Restoration"), (iii) the Restoration shall be done in compliance with all Applicable Laws, (iv) all costs and expenses incurred by Landlord in connection with making the Net Proceeds available for the Restoration, including, without limitation, reasonable counsel fees and inspecting engineer 10 fees incurred by Landlord, shall be paid out of the Net Proceeds, (v) Landlord, in its reasonable discretion, shall have determined that the Restoration is in its best interest, provided that Landlord hereby acknowledges and agrees that Restoration of the Project is in Landlord's best interest during the initial fifteen (15) years of the tax credit compliance period pursuant to Section 42 of the Code, and (vi) Tenant deposits sufficient additional funds which, when added to the Net Proceeds, will pay for the costs and expenses of the Restoration. Tenant shall not be excused from repairing or maintaining the Premises and/or Improvements as provided in this Section or restoring all damage or destruction to the Premises and/or Improvements, regardless of whether or not there are insurance proceeds available to Tenant or whether any such proceeds are sufficient in amount, and the application or release by Landlord of any insurance proceeds shall not cure or waive any default or notice of default under this Ground Lease or invalidate any act done pursuant to such default or notice of default. (b) Net Proceeds Held in Trust. Subject to the terms of any Permitted Leasehold Mortgage as to the holding and disbursement of the Net Proceeds, the Net Proceeds shall be held in trust by Landlord and shall be paid by Landlord to, or as directed by, Tenant from time to time during the course of the Restoration upon the written request of Tenant if the work for which payment is requested has been done in a good and workmanlike manner and substantially in accordance with the plans and specifications thereof, if any, and (i) either no mechanics' or other liens or encumbrances on the Premises arising out of the Restoration exist or any such liens or encumbrances have been stayed, discharged or bonded, and (ii) the balance of the Net Proceeds plus the balance of any deficiency deposits given by Tenant to Landlord pursuant to the provisions of this paragraph hereinafter set forth shall be sufficient to pay in full the balance of the cost of the Restoration. (c) Disbursement of Net Proceeds. Subject to the teiins of any Permitted Leasehold Mortgage, notwithstanding anything to the contrary contained herein, if the Net Proceeds shall be less than $500,000.00, the Net Proceeds shall be disbursed directly to Tenant for payment of costs of Restoration, and the Landlord shall not be entitled to hold or disburse such Net Proceeds. (d) Discretion of Landlord. Landlord shall not be entitled to share in the proceeds of any insurance policy except as specifically set forth herein and Landlord further acknowledges that any and all excess insurance proceeds after all disbursements for the Restoration have been completed shall belong to Tenant. (e) Permitted Leasehold Mortgagee Interests; Bond. Notwithstanding the foregoing, in the event of an inconsistency between the teens and conditions of this Section 4.04 of the Ground Lease and the terms and conditions of the loan documents for the then senior Permitted Leasehold Mortgage, the terms and conditions of the loan documents for the then senior Permitted Leasehold Mortgage shall control. ARTICLE V- USE OF PREMISES; COVENANTS RUNNING WITH THE LAND 5.01 Permitted Use. During the Lease Term, or such lesser period as may- be permitted by law, Tenant will continuously set aside no less than one hundred twenty (120) units located on the Premises as new affordable rental housing units in compliance 11 with Section 42 of the Code and any requirements of HUD and the Florida Housing Finance Corporation ("FHFC"), and Tenant shall continuously use and operate all units in a manner which strictly satisfies the requirements of this Ground Lease. During such period, as Tenant shall have the right to modify the number and type of units located on the Premises as long as no less than one hundred twenty (120) affordable rental units are built, to the extent permitted to do so by the Landlord, HUD and FHFC. The Project may be used for affordable residential purposes and for such ancillary uses as permitted pursuant to the Preamble and Section 1.04(b) and 1.09 above and HUD and FHFC, and for such uses as otherwise approved by Landlord during the Lease Term and such other uses shall not be deemed a violation of any residential use restriction set forth in this Ground Lease. The foregoing notwithstanding, Tenant shall have the right to sublet residential units to residential tenants in the ordinary course of Tenant's business ("Residential Rentals") with approval from Landlord which consent shall not be unreasonably withheld. 5.02 Compliance with Laws. Tenant shall not use, occupy, suffer or peiunit any portion of the Premises to be used or occupied in violation of any Applicable Law, certificate of occupancy, or other governmental requirement. Tenant will comply with all Applicable Laws and all rules, orders, regulations, and requirements of the board of fire underwriters or insurance service office, or any other similar body, having jurisdiction over the Premises and Improvements. 5.03 Special Provisions Relating to Compliance with Environmental Laws. (a) Tenant's Environmental Covenants. Without limitation of any of Tenant's other covenants, agreements and obligations under this Ground Lease, Tenant hereby specifically covenants and agrees to fulfill the responsibilities set forth below with respect to environmental matters: (i) Tenant shall comply with all Environmental Laws applicable to Tenant relative to the Premises and Improvements. Tenant shall identify, secure, and maintain all required governmental and environmental permits and licenses as may be necessary for the Premises and Improvements, or otherwise required by Tenant's activities. Tenant shall maintain such permits and licenses in effect and shall renew them in a timely manner, and Tenant shall comply and use reasonable efforts to cause all third parties to comply with the terms of such permits and licenses. All Hazardous Substances present, handled, generated or used by Tenant on the Premises will be managed, transported and disposed of in a lawful manner. (ii) Tenant shall provide Landlord with copies of all forms and other information concerning any releases, spills or other incidents relating to Hazardous Substances or any violations of Environmental Laws promptly upon the discovery of such releases, spills, or incidents. (b) Landlord's Environmental Covenants. Without limitation of any of Landlord's other covenants, agreements, and obligations under this Ground Lease, Landlord hereby specifically covenants that it will promptly provide Tenant with copies of all (if any) forms and other information concerning any releases, spills, or other incidents relating to Hazardous 12 Substances or any violations of Environmental Laws with respect to the Premises of which Landlord has actual knowledge. 5.04 Tenant's Environmental Indemnity. Tenant covenants and agrees to indemnify, defend, and hold Landlord free and harmless from and against any and all losses, liabilities, penalties, claims, fines, litigation, demands, costs, judgments, suits, proceedings, damages, disbursements, or expenses (including reasonable attorneys' fees) which may at any time be imposed upon, reasonably incurred by, or asserted or awarded against Landlord in connection with or arising from: (a) the existence of any Hazardous Substances which are first placed on, in, or under all or any portion of the Premises during the Lease Teiui except to the extent so placed by Landlord; or (b) any violation of any Environmental Laws by Tenant at or relating to the Premises which does not arise out of conditions existing prior to the Commencement Date. 5.05 Responsibility of Landlord. Landlord shall not be responsible under this Ground Lease for any claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial action requirements, enforcement actions of any kind, and all costs and expenses incurred in connection therewith, arising out of (i) any activity by Tenant or its agents or contractors carried on or undertaken on or off the Premises following the Commencement Date in connection with the handling, treatment, removal, storage, decontamination, cleanup, transport or disposal of any Hazardous Substances located or present on or under the Premises (except to the extent of any activity carried on or undertaken solely by or contracted for by Landlord or its agents and except to the extent that any Hazardous Materials are located or present on or under the Premises prior to the Commencement Date); or (ii) the failure of Tenant or its agents or contractors following the Commencement Date to comply with any Environmental Laws . relating to the handling, treatment, presence, removal, storage, decontamination, cleanup, transportation or disposal of Hazardous Substances into, on, under or from the Premises whether or not such failure to comply was known or knowable, discovered or discoverable following the Commencement Date. 5.06 Restrictions Applicable to the Premises and the Improvements. (a) The provisions of this Section 5.06 are intended to create a covenant running with the land and shall be binding upon Landlord and Tenant and each of their respective successors and assigns and all subsequent owners of the Premises and the Improvements, including, without limitation, any entity which succeeds to Tenant's interest in the Premises and the Improvements. (b) Tenant shall not execute any agreement, lease, conveyance or other instrument whereby the Premises and Improvements or any part thereof is restricted upon the basis of race, color, creed, religion, ancestry, national origin, handicap, age, sex, or marital status in the sale, lease, rental, use, or occupancy of the Premises and the Improvements. 13 (c) Tenant shall not discriminate in the use, sale, lease, or occupancy of the Premises and the Improvements against any person upon the basis of race, color, creed, religion, ancestry, national origin, handicap, age, sex, or marital status. (d) Tenant shall comply with all State, Federal and local laws, rules, and regulations in effect from time to time, prohibiting discrimination or segregation by reason of race, color, creed, religion, ancestry, national origin, handicap, age, sex, or marital status in the sale, lease, use, or occupancy of the Premises and the Improvements. 5.07 Indemnification. Tenant shall indemnify, defend, save and hold Landlord and its officers, officials, agents and employees (collectively with Landlord, the "Landlord Parties") harmless from and against any and all claims, actions, damages, losses, liabilities, costs and expenses (including court costs, attorneys' fees, and cost of claim processing, investigation and litigation) arising out of or in connection with (a) any breach of this Ground Lease by Tenant, (b) any violation, or alleged violation by Tenant, its affiliates, joint venture partners, agents or employees of any of them or anyone for whose acts they may be liable (collectively with Tenant, the "Tenant Parties") of state, federal, or local law, rule or regulation; (c) any bodily injury, sickness, disease or death, or injury to or destruction of tangible property including the loss of use resulting therefrom, arising out of or related to the occupancy and/or use of the Premises by any one or more of the Tenant Parties. Such indemnity shall apply to any such claim, action, damage, loss, liability, cost or expense caused in whole or in part by any act or omission (negligent or otherwise) by any one or more of the Tenant Parties, regardless of whether or not it is caused in part by the Landlord Parties indemnified hereunder unless caused by the negligence or willful misconduct of the Landlord Parties or a failure to act by the Landlord Parties when a duty to act is present. It is the specific intention of the parties that the Landlord Parties shall, in all instances, except to extent claims arise from the grossly negligent or willful acts or omissions of the Landlord Parties, be indemnified by Tenant from and against any and all claims described in this Section 5.07. It is agreed that Tenant will be responsible for primary loss investigation, defense and judgment costs where this indemnification is applicable. In consideration for the use and occupancy of the Premises, Tenant agrees to waive all rights of subrogation against the Landlord Parties for losses arising from the use, occupancy or condition of the Premises. 5.08 Survival. This Article V shall survive the expiration or early termination of this Ground Lease. ARTICLE VI- CONVEYANCES, ASSIGNMENTS AND TRANSFERS 6.01 Consent. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of Landlord and Tenant, except that other than as specifically set forth herein Tenant may not assign or sublet its interest in this Ground Lease without the prior written consent of Landlord and, if required under the terms of any Permitted Leasehold Mortgage, any Permitted Leasehold Mortgagee. Any attempted transfer without such consent shall be null and void. 6.02 Prohibited Transfers. Tenant agrees for itself and its successors and assigns in interest hereunder that it will not, other than in accordance with the granting of liens under Permitted Leasehold Mortgages: (1) assign this Ground Lease or any of its 14 rights under this Ground Lease as to all or any portion of the Premises, or (2) make or permit any voluntary or involuntary total or partial sale, lease, assignment, conveyance, mortgage, pledge, encumbrance, or other transfer of any or all of the Premises, or the occupancy or use thereof, other than in accordance with this Ground Lease (including but not limited to (i) any sale at foreclosure (other than by a Permitted Leasehold Mortgagee) or by the execution of any judgment of any or all of Tenant's rights hereunder, or (ii) any Transfer by operation of law), without first obtaining Landlord's express written consent thereto; provided, however, that Tenant may, upon reasonable prior notice to Landlord but without first obtaining Landlord's consent, convey or dedicate land for use as streets, alleys, or other public rights -of -way, and make grants and easements for the establishment, operation and maintenance of public utilities. 6.03 Additional Restrictions on Transfers. In addition to the transfers described in Section 6.02, no transfer, conveyance, or assignment shall be made, without the prior written approval of Landlord, of: (1) any interest of a managing member (any such interest being referred to as a "Controlling Interest") of Tenant; or (2) a Controlling Interest in any entity that has a Controlling Interest in Tenant (each of such transfers, conveyances and assignments, together with the transfers described in Section 6.02, is hereafter referred to as a "Transfer"). Landlord agrees that it will not unreasonably withhold, delay, or condition a request by Tenant for consent to an internal reorganization of the corporate structure of Tenant or any of the members of Tenant. (a) Notwithstanding any other provision of this Ground Lease, wherever Landlord's consent is required under this Article 6such consent shall not be unreasonably withheld, conditioned, or delayed. (b) Notwithstanding anything to the contrary contained in this Ground Lease, no Transfer and no Event of Default shall be deemed to occur as a result of (i) the death or incapacity of any individual member, manager, or owner of a direct or indirect interest in Tenant, or (ii) the transfer of any direct or indirect ownership interest in Tenant by devise, descent, operation of law, or pursuant to estate planning, including transfers to an heir, beneficiary, estate, trust, family trust, family limited partnership, family limited liability company, or other entity established for estate planning purposes, provided that (A) such transfer does not result in a change in the permitted use of the Premises or a change in Controlling Interest, and (B) the transferee is not a Prohibited Person under Applicable Law. 6.04 No Remedy for Unauthorized Transferee. Any person to whom any Transfer is attempted without Landlord's consent (when such consent is required herein) shall have no claim, right, or remedy whatsoever hereunder against Landlord, and Landlord shall have no duty to recognize any person claiming under or through the same. 6.05 Permitted Transfers. Notwithstanding anything in this Ground Lease to the contrary, by its execution of this Ground Lease, Landlord is automatically deemed to have consented to: (i) any lease of a new housing rental unit to a tenant; (ii) any lease of ancillary space to an end user thereof. 15 6.06 Subsequent Assignment. Landlord's consent to one conveyance, assignment, or transfer will not waive the requirement of its consent to any subsequent conveyance, assignment, or transfer. 6.07 Request for Consent. If Tenant requests Landlord's consent to a specific conveyance, assignment, or Transfer, Tenant shall provide to Landlord (a) the name and address of the proposed person or entity; (b) a copy of all proposed conveyance, assignment, or transfer instruments and other legal agreements involved in effecting a transfer; (c) satisfactory information about the nature, business, and business history of the proposed person or entity; (d) banking, financial, or other credit information, and references about the proposed person or entity sufficient to enable Landlord to determine the financial responsibility and qualifications of the proposed person or entity; (e) an instrument in writing satisfactory to Landlord and in recordable form wherein the proposed transferee expressly assumes all of the obligations of the transferor; and (f) satisfactory evidence that the transferee has the capacity to perform as required by this Ground Lease. 6.08 Documentation of Assignment. Upon the granting of any consent by Landlord with respect to a conveyance, assignment, or transfer by Tenant, this Ground Lease shall be binding upon and inure to the benefit of Landlord, the assignee, and their respective successors and peiinitted assigns. 6.09 Permitted Leasehold Mortgages. Neither Tenant nor any permitted successor in interest to the Premises or any part thereof shall, without the prior written consent of Landlord in each instance, engage in any financing or any other transaction creating any mortgage or other encumbrance or lien upon the Premises, whether by express agreement or operation of law, or suffer any encumbrance or lien to be made on or attach to the Premises, except for leasehold mortgages securing construction, interim or permanent financing and refinancing of Tenant's leasehold interest in the Premises and ownership interest in the Improvements (the "Permitted Leasehold Mortgages"), With respect to the Permitted Leasehold Mortgages, the following provisions shall apply: (a) When giving notice to Tenant with respect to any Event of Default, the Landlord will also send a copy of such notice to (i) each equity investor holding a direct or indirect interest in Tenant, and their respective successors and/or assigns (each, an "Investor ") and (ii) the holder of each Permitted Leasehold Mortgage (each a "Permitted Leasehold Mortgagee"), provided that each such Investor or Permitted Leasehold Mortgagee shall have delivered to Landlord in writing a notice naming itself as an Investor or the holder of a Permitted Leasehold Mortgage and registering the name and post office address to which all notices and other communications to it may be addressed. (b) Each Permitted Leasehold Mortgagee and the Investor shall be permitted, but not obligated, to cure any Event of Default under this Ground Lease within the same period of time specified for Tenant to cure such default, or such longer time as is permitted elsewhere in this Ground Lease. No notice by Landlord to Tenant of an Event of Default under this Ground Lease shall be effective unless Landlord has given written notice to each Investor and each Permitted Leasehold Mortgagee whose notice information has been provided to Landlord. Tenant authorizes 16 the Investor and each Permitted Leasehold Mortgagee to take any such action at such parry's option and does hereby authorize entry upon the Premises for such purpose. Additionally, Tenant may delegate irrevocably to any Permitted Leasehold Mortgagee the authority to exercise any or all of Tenant's rights hereunder, including, but not limited to the right of Permitted Leasehold Mortgagee to participate (in conjunction with or to the exclusion of Tenant) in any proceeding, arbitration or settlement involving condemnation or eminent domain affecting Tenant's leasehold interest in the Premises, but no such delegation shall be binding upon Landlord unless and until either Tenant or the Permitted Leasehold Mortgagee in question shall give to Landlord a true copy of a written instrument effecting such delegation, in form required for recording. Any provision of this Ground Lease that gives Permitted Leasehold Mortgagee the privilege of exercising a particular right of Tenant hereunder on condition that Tenant shall have failed to exercise such right shall not be deemed to diminish any privilege that Permitted Leasehold Mortgagee may have, by virtue of a delegation of authority from Tenant, to exercise such right without regard to whether or not Tenant shall have failed to exercise such right. (c) Landlord agrees to accept payment or performance by any Permitted Leasehold Mortgagee or the Investor as though the same had been done by Tenant. (d) Each Permitted Leasehold Mortgagee of whom Landlord has notice shall have the cure rights granted to the Investor pursuant to Section 6.10(a) below and, in addition, in the case of an Event of Default other than in the payment of money, and provided that a Permitted Leasehold Mortgagee has commenced to cure the default and is proceeding with due diligence to cure the default, Landlord will refrain from terminating this Ground Lease for a reasonable period of time (not to exceed one hundred twenty (120) days from the date of the notice of default) within which time the Permitted Leasehold Mortgagee may either (i) obtain possession of the Premises (including possession by receiver); (ii) institute foreclosure proceedings and complete such foreclosure; or (iii) otherwise acquire Tenant's interest under this Ground Lease. The Permitted Leasehold Mortgagee shall not be required to continue such possession or continue such foreclosure proceedings if the default which was the subject of the notice shall have been cured. (e) Any Permitted Leasehold Mortgagee or other acquirer of Tenant's leasehold estate and interest in this Ground Lease pursuant to foreclosure, an assignment in lieu of foreclosure or other proceedings, any of which are permitted without Landlord's consent, may, upon acquiring Tenant's leasehold estate and interest in this Ground Lease, without further consent of Landlord, sell and assign the leasehold estate and interest in this Ground Lease on such terms' and to such persons and organizations as are acceptable to such Permitted Leasehold Mortgagee or acquirer and thereafter be relieved of all obligations under this Ground Lease, provided such assignee has delivered to Landlord its written agreement to be bound by all of the provisions of this Ground Lease. (f) In the event of a termination of this Ground Lease prior to its stated expiration date, Landlord will enter into a new lease for the Premises with the Permitted Leasehold Mortgagee (or its nominee) ("Replacement Tenant"), for the remainder of the Lease Term, effective as of the date of such termination (the "New Lease"), at the same Base Rent and Additional Rent and subject to the same covenants and agreements, terms, provisions, and limitations herein contained, provided that: 17 (g) Landlord receives the Permitted Leasehold Mortgagee's written request for such New Lease within thirty (30) days from the date of such termination and notice thereof by Landlord to the Permitted Leasehold Mortgagee (including an itemization of amounts then due and owing to Landlord under this Ground Lease), and such written request is accompanied by payment to Landlord of all amounts then due and owing to Landlord under this Ground Lease and, within thirty (30) days after the delivery of an accounting therefor by Landlord, pays any and all costs and expenses, including reasonable counsel fees, court costs, and disbursements made by Landlord in connection with any such default and termination as well as in connection with the execution and delivery of the New Lease, less the net income collected by Landlord from the Premises subsequent to the date of teiiiiination of this Ground Lease and prior to the execution and delivery of the New Lease, any excess of such net income over the aforesaid sums and expenses to be applied in payment of the Base Rent and Additional Rent thereafter becoming due under the New Lease; and (h) Upon the execution and delivery of the New Lease at the time payment is made in (i) above, all subleases which thereafter may have been assigned and transferred to Landlord shall thereupon be assigned and transferred without recourse by Landlord to Replacement Tenant. (i) Notwithstanding the foregoing, the New Lease shall be subject to the liens of the Permitted Leasehold Mortgages which existed immediately prior to the termination of this Ground Lease (other than that of Replacement Tenant) and, further, shall not impact the rights, priorities and interests of the Permitted Leasehold Mortgagees set forth therein. Notwithstanding the foregoing and to the extent permitted by Section 42 of the Code, the deadline to complete construction of the Improvements set forth in Sections 1.05 and 1.07 shall be extended for such period of time as may be reasonably required by the Permitted Leasehold Mortgagee or its nominee to complete construction. If at the time of termination of this Ground Lease prior to its stated expiration date there exists more than one Permitted Leasehold Mortgagee, then references to the "Permitted Leasehold Mortgagee" in this subsection (f) shall apply to the Permitted Leasehold Mortgagee then holding the senior mortgage encumbering the Premises (the "Senior Mortgage"). (j) At no time shall Landlord's fee title in the Premises, or Landlord's interest in the Ground Lease be subordinated in any manner to the interests of any Permitted Mortgagee or any person claiming by or through Tenant. Landlord shall reasonably consider such amendments to this Lease as may be reasonably requested by any Permitted Leasehold Mortgagee, provided that such amendments do not increase, or in the sole opinion of the Landlord, unreasonably alter the obligations of Landlord under this Lease. 6.10 Tenant's Investor. On or before the Commencement Date, the Tenant's equity Investor, (together with its successors and assigns) may be admitted as a member of the Tenant. (a) Cure Rights. Notwithstanding anything to the contrary contained in this Lease, Landlord shall not exercise any of its remedies hereunder without having given notice of the Event of Default or other breach or default to the Investor (following the admission of the 18 Investor) simultaneously with the giving of notice to Tenant. The Investor shall have the same cure period after the giving of a notice as provided to Tenant, plus an additional period of thirty (30) days. If the Investor elects to cure the Event of Default or other breach or default, Landlord agrees to accept such performance as though the same had been done or performed by Tenant. (b) Investor. Notwithstanding anything to the contrary contained in this Lease, following the admission of the Investor, the Investor shall be deemed a third -party beneficiary of the provisions of this Section for the sole and exclusive purpose of entitling the Investor to exercise its rights to notice and cure, as expressly stated herein. The foregoing right of the Investor to be a third -party beneficiary under the Lease shall be the only right of Investor (express or implied) to be a third -parry beneficiary hereunder. (c) New Manager. Notwithstanding anything to the contrary contained in this Lease, Landlord agrees that it will take no action to effect a termination of the Lease by reason of any Event of Default or any other breach or default without first giving to the Investor reasonable time, not to exceed thirty (30) days, to replace Tenant's manager]and cause the new manager to cure the Event of Default or other breach or default; provided, however, that as a condition of such forbearance, Landlord must receive notice from the Investor of the substitution of a new manager of Tenant within thirty (30) days following Landlord's notice to Tenant and the Investor of the Event of Default or other breach or default, and Tenant, following such substitution or admission of the new manager, shall thereupon proceed with due diligence to cure such Event of Default or other breach or default as soon as reasonably possible. In no event, however, shall Landlord be required to engage in the forbearance described in this Section for a period longer than three (3) months, regardless of the due diligence of the Investor or the new manager. (d) Tax Credit Compliance Period. For the initial 15-year tax credit compliance period, the Landlord and the Tenant shall not agree between themselves to any material amendment, modification or supplement to this Lease negatively impacting tax credit compliance without the prior written consent of the Investor, which consent will not be unreasonably delayed, conditioned or withheld. 6.11 Estoppel Certificates. Each party hereto shall, at any time and from time to time within ten (10) days after being requested to do so by the other party and/or any Permitted Leasehold Mortgagee or Investor in writing, execute, acknowledge, and address and deliver to the requesting party not more than twice per calendar year (or, at the latter's request, to any existing or prospective Permitted Leasehold Mortgagee, transferee or other assignee of the requesting party's interest in the Premises or under this Ground Lease which acquires such interest in accordance with this Ground Lease) a certificate in recordable form: (a) Certifying (i) that this Ground Lease is unmodified and in full force and effect (or, if there has been any modification thereof, that it is in full force and effect as so modified, stating therein the nature of such modification); (ii) that Tenant has accepted possession of the Premises, and the date on which the Lease Term commenced; (iii) as to the dates to which any Base Rent or Additional Rent and other charges arising hereunder have been paid; (iv) as to the amount of any prepaid Base Rent or Additional Rent or any credit due to Tenant hereunder; (v) as to whether, to the best of such party's knowledge, information and belief, the requesting party is 19 then in default in performing any of its obligations hereunder (and, if so, specifying the nature of each such default); and (vi) as to any other fact or condition reasonably requested by the requesting party; and (b) Acknowledging and agreeing that any statement contained in such certificate may be relied upon by the requesting party and any such other addressee. 6.12 Permitted Corporate Transfers. Notwithstanding anything to the contrary set forth elsewhere in this Ground Lease, Tenant may, subject to receipt of Landlord's prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) and compliance with any applicable restrictions, assign all or part of this Ground Lease, or sublease all or a part of the Premises, to: (a) any entity which has the power to direct Tenant's management and operation, or any corporation whose management is controlled by Tenant; or (b) any entity a majority of whose voting equity is owned by Tenant; or (c) any entity in which or with which Tenant, its successors or assigns, is merged or consolidated, in accordance with applicable statutory provisions for merger or consolidation, so long as the liabilities of the entities participating in such merger or consolidation are assumed by the entity surviving such merger or created by such consolidation. ARTICLE VII- MAINTENANCE AND REPAIR 7.01 Tenant's Obligations. Tenant will, at its sole cost and expense, maintain the Premises and the Improvements and make repairs, restorations, and replacements to the Improvements, including without limitation the landscaping; heating, ventilating, air conditioning, mechanical, electrical, elevator, and plumbing systems and other systems for the furnishing of utilities or services to the Premises, structural roof, walls, and foundations; and the fixtures and appurtenances as and when needed to preserve them in good working order and condition, and regardless of whether the repairs, restorations, and replacements are ordinary or extraordinary, foreseeable or unforeseeable, capital or non - capital, or the fault or not the fault of Tenant, its agents, employees, invitees, visitors, and contractors. All such repairs, restorations, and replacements will be in quality and class equal to or better than the original work or installations. 7.02 No Obligation of Landlord. Landlord shall not be required to perform or to pay for any maintenance, or make or pay for any repairs, replacements or improvements of any kind whatsoever to the Premises or the Improvements or any part thereof during the Lease Term, regardless of the cause necessitating any such maintenance, repairs, replacements, or improvements, in recognition that this Ground Lease shall be net in all respects to Landlord. Tenant expressly waives the right to make repairs at the expense of Landlord as may be provided in any statute, law, or ordinance in effect as of the Commencement Date. ARTICLE VIII- LIENS 20 8.01 No Liens. Tenant shall not have any right, authority, or power to bind Landlord, the Premises or any other interest of Landlord in the Premises and will pay or cause to be paid all costs and charges for work done by it or caused to be done by it, in or to the Premises, for any claim for labor or material or for any other charge or expense, lien or security interest incurred in connection with the development, construction or operation of the Improvements or any change, alteration or addition thereto. Tenant shall not peuunit to remain any encumbrances of the Improvements, except the Peiiiiitted Leasehold Mortgages. Tenant shall comply with all laws which provide for the waiver of liens which may arise under any contract for labor or materials for the Improvements and Tenant shall comply with the requirements of Chapter 713, Florida Statutes, regarding the filing of a Notice of Commencement prior to the commencement of any work at the Premises to construct the Improvements or otherwise improve the Premises. Landlord agrees to execute, or join in the execution of, any such Notice of Commencement and any amendment or termination thereof. Tenant will comply in all respects with the requirements of Chapter 713, Florida Statutes regarding proper payments to and obtaining partial and final releases from all contractors, subcontractors, material suppliers and other parties who have given notices to owner or may be otherwise entitled to file liens against the Premises. NOTICE IS HEREBY GIVEN THAT LANDLORD SHALL NOT BE LIABLE FOR ANY LABOR, SERVICES, OR MATERIALS FURNISHED OR TO BE FURNISHED TO TENANT OR TO ANYONE HOLDING ANY OF THE PREMISES THROUGH OR UNDER TENANT, AND THAT NO MECHANICS' OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES, OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN AND TO ANY OF THE PREMISES. PURSUANT TO FLORIDA STATUTES SECTION 713.10(2) (a), TENANT HEREBY ACKNOWLEDGES RECEIPT OF NOTICE THAT THE INTEREST OF LANDLORD IN THE PREMISES SHALL NOT BE SUBJECT TO LIENS FOR IMPROVEMENTS MADE BY TENANT. TENANT FURTHER ACKNOWLEDGES AND AGREES THAT THE PROVISIONS OF FLORIDA STATUTES SECTION 713.10(2)(a) STATE THAT TENANT SHALL NOTIFY ANY CONTRACTOR MAKING ANY SUCH IMPROVEMENTS, AND THAT THE KNOWING OR WILLFUL FAILURE OF TENANT TO PROVIDE SUCH NOTICE TO ITS CONTRACTOR SHALL RENDER THE CONTRACT BETWEEN TENANT AND ITS CONTRACTOR VOIDABLE AT THE OPTION OF THE CONTRACTOR. LANDLORD SHALL BE PERMITTED TO POST ANY NOTICES ON THE PREMISES REGARDING SUCH NON -LIABILITY OF LANDLORD. ARTICLE IX— SURRENDER 9.01 Expiration of Lease Term. Upon the expiration of the Lease Term or sooner termination of this Ground Lease as peuuiitted herein or by operation of law, Tenant will surrender the Premises and the Improvements in the condition set forth in Section 9.01. Tenant may not remove from the Premises any fixtures, equipment, or furniture without the approval of Landlord except in the ordinary course of business and for replacements or repair. Tenant expressly waives to Landlord the benefit of any law now in force or hereafter adopted requiring notice to vacate the Premises at the end of the Lease Term, and Tenant covenants and agrees to give up quiet and peaceful possession and to surrender the Premises together with all the Improvements thereon and 21 appurtenances upon expiration of the Lease Term or earlier termination of this Ground Lease without further notice from Landlord. Tenant acknowledges and agrees that upon the expiration of the Lease Term or sooner teunination of this Ground Lease any and all rights and interests it may have either at law or in equity to the Premises and Improvements shall immediately cease. ARTICLE X- CASUALTY; CONDEMNATION 10.01 Damage or Destruction. Tenant shall give prompt written notice to Landlord after the occurrence of any fire, earthquake, act of God, or other casualty to or in connection with the Premises or the Improvements or any portion thereof (each a "Casualty"). Except as otherwise agreed to by Landlord and subject to the provisions of the Permitted Leasehold Mortgages, if during the Lease Term, the Premises or the Improvements shall be damaged or destroyed by Casualty, and Landlord and all Peuuitted Leasehold Mortgagees shall have consented to release the Net Proceeds to Tenant (if consent of a Permitted Leasehold Mortgagee is required under its Permitted Leasehold Mortgage), Tenant shall repair or restore the Premises or the Improvements as nearly as possible to the condition the Premises or the Improvements were in immediately prior thereto. Notwithstanding the foregoing, Landlord consent shall not be required for the release of the Net Proceeds to Tenant provided the requirements for Restoration as set forth in Section 4.04 are satisfied. Upon the occurrence of any such Casualty, Tenant, promptly and with all due diligence, shall apply for and collect all applicable insurance proceeds recoverable with respect to such Casualty. After payment of the Net Proceeds for the repair or restoration of the Premises and the Improvements, any excess sums remaining shall be paid to or retained by Tenant. 10.02 Condemnation. (a) Taking. If, by exercise of the right of eminent domain or by conveyance made in response to the threat of the exercise of such right (in either case a "Taking"), all of the Premises are taken, or if so much of the Premises are taken that Tenant believes the Premises cannot be used by Tenant for the purposes for which they were used immediately before the Taking, then this Ground Lease shall terminate on the earlier of the vesting of title to the Premises in the condemning authority, or the taking of possession of the Premises by the condemning authority. (b) Condemnation Award. Subject to the terms of the Permitted Leasehold Mortgages, Landlord and Tenant agree that, in the event of a Taking that does not result in the termination of this Ground Lease pursuant to subsection (a) above, this Ground Lease shall continue in effect as to the remainder of the Premises, and the net amounts owed or paid to Landlord or pursuant to any agreement with any condemning authority which has been made in settlement of any proceeding relating to a Taking, less any costs and expenses incurred by Landlord in collecting such award or payment (the "Net Condemnation Award") will be disbursed in accordance with subsection (d) below to Landlord and/or Tenant. Tenant shall have the right to participate in negotiations of and to approve any such settlement with a condemning authority (which approval shall not be unreasonably withheld). 22 (c) Temporary Taking. If there shall be a temporary Taking with respect to all or any part of the Premises or of Tenant's interest in this Ground Lease, then the Lease Term shall not be reduced and Tenant shall continue to pay in full all rents, impositions and other charges required herein, without reduction or abatement thereof at the times herein specified. (d) Subject to the terms of all Permitted Leasehold Mortgagees, if there is a complete or partial Taking which affects only the use of the Premises during the Lease Term, Tenant shall be entitled to receive and retain the Net Condemnation Award. Subject to the terms of the Permitted Leasehold Mortgages, if there is a complete or partial Taking which affects the use of the Premises after the Lease Term, the Net Condemnation Award shall be apportioned between Tenant and Landlord based on the ratio of the remaining term hereof and the remaining expected useful life of the Premises following the expiration of the Lease Term. (e) Subject to the terms of the Permitted Leasehold Mortgages, notwithstanding any provision herein to the contrary, Landlord shall be entitled to receive and retain any portion of the Net Condemnation Award apportioned to the land upon which the Improvements are located. ARTICLE XI- QUIET ENJOYMENT 11.01 Quiet Enjoyment. So long as there is no ongoing Event of Default (beyond any applicable notice and/or cure period), Tenant's possession of the Premises will not be disturbed by Landlord, its successors and assigns. 11.02 Landlord's Right of Inspection. Notwithstanding Section 11.01 above, Landlord, in person or through its agents, upon reasonable prior notice to Tenant, shall have the right to enter upon the Premises for purposes of reasonable inspections performed during reasonable business hours in order to assure compliance by Tenant with its obligations under this Ground Lease. ARTICLE XII- DEFAULT; REMEDIES 12.01 Landlord's Right to Perform. (a) Landlord's Option. If Tenant fails to pay when due amounts payable under this Ground Lease or to perform any of its other obligations under this Ground Lease within the time permitted for its performance, then Landlord, after ten (10) days' prior written notice to Tenant without waiving any of its rights under this Ground Lease, may (but will not be required to) pay such amount or perform such obligation. All amounts so paid by Landlord and all costs and expenses incurred by Landlord in connection with the performance of any such obligations will be payable by Tenant to Landlord on demand and shall constitute Additional Rent (as defined in Section 12.01(b)). (b) Additional Rent. Other than Base Rent, none of the payments that Tenant is required to make hereunder to or for the benefit of Landlord including expenditures to operate, repair and maintain the Premises and the Improvements shall be deemed to be rent of any kind. However, notwithstanding that such payments are not deemed rent of any kind, it is agreed that Landlord shall have all rights and remedies with respect to same (including but not limited to 23 termination of this Ground Lease, eviction and a claim for damages) that it has with respect to Base Rent hereunder and under Florida law. (c) Default By City. City shall not be in default unless City fails to perform obligations required of City within a reasonable time, but in no event later than thirty (30) days after written notice by Tenant to City, specifying wherein City has failed to perfouu such obligations; provided, however, that if the nature of City's obligations is such that more than thirty (30) days are required for performance then City shall not be in default if City commences performance within such thirty (30) day period and thereafter diligently pursues the same to completion. 12.02 Events of Default. The occurrence of any of the following events shall constitute an "Event of Default" by Tenant: (a) Tenant defaults in the due and punctual payment of Base Rent and/or Additional Rent, and such default continues for thirty (30) days after written notice from Landlord; (b) Tenant vacates or abandons the Premises (except by reason of Casualty or Taking, as more particularly set forth in Article 10 above) or any substantial part thereof for a period of more than thirty (30) consecutive days; (c) This Ground Lease, the Premises or the Improvements or any part thereof are taken upon execution or by other process of law directed against Tenant, or are taken upon or subjected to any attachment by any creditor of Tenant or claimant against Tenant, and such attachment is not discharged (by court order or applicable law) or stayed within ninety (90) days after its levy. Tenant shall notify Landlord in writing of its action to either satisfy or contest the levy and, if contested, of the matter's status on a monthly basis until concluded. If Tenant shall fail to cause such levy to be discharged within the period aforesaid, then, in addition to any other right or remedy, Landlord may, but shall not be obligated to, discharge the same either by paying the amount claimed to be due or by procuring the discharge of such lien by deposit or by bonding. Any amount so paid by Landlord and the costs and expenses incurred by Landlord in connection therewith, shall be payable by Tenant and shall be paid by Tenant to Landlord on demand as Additional Rent hereunder; (d) Tenant makes any sale, conveyance, assignment or transfer in violation of this Ground Lease; provided that, if such conveyance was of an indirect equity interest in Tenant, then Tenant shall be entitled to ten (10) days written notice and opportunity to reverse such conveyance before it becomes and Event of Default hereunder; (e) Tenant violates, breaches or fails to comply with any of the other material agreements, tends, covenants, or conditions which this Ground Lease requires Tenant to perform (and where such failure to comply is not otherwise specifically addressed in this Section 12.02), and such violation, breach or failure continues for a period of thirty (30) days after notice by Landlord to Tenant; provided that if the nature of the breach is such that it cannot be cured by Tenant within the period of thirty (30) days, Tenant shall not be deemed in default of this Ground Lease if Tenant commences the curing of such default within such period of thirty (30) days and 24 prosecutes in good faith the curing of same continuously thereafter until the same is, in fact, cured, but in no event shall the cure period be extended later than one hundred twenty (120) days after the notice from Landlord to Tenant; (f) Tenant shall file a voluntary petition in bankruptcy or a voluntary petition seeking reorganization or to effect a plan or an arrangement with or for the benefit of Tenant's creditors; or (g) Tenant shall apply for or consent to the appointment of a receiver, trustee, or conservator for any portion of Tenant's property or such appointment shall be made without Tenant's consent and shall not be removed within ninety (90) days. 12.03 Remedy. (a) If any one or more Events of Default set forth in Section 12.02 occurs, then Landlord may terminate this Ground Lease by written notice to Tenant of its intention to terminate this Ground Lease on the date of such notice or on any later date specified in such notice, and, on the date specified in such notice, Tenant's right to possession of the Premises and the Improvements will cease and the estate conveyed by this Ground Lease shall revest in Landlord; provided that such revesting of the estate and the reentry by Landlord shall be subject to and limited by, and shall not defeat, render invalid or limit in any way the lien of any Permitted Leasehold Mortgage. (b) Notwithstanding anything in this Lease to the contrary, the Landlord shall not terminate this Ground Lease so long as the Investor remains a member of the Tenant or any Permitted Leasehold Mortgage remains outstanding. So long as the Investor, and any of its successors or assigns, remains a member of the Tenant or any Permitted Leasehold Mortgage remains outstanding, Landlord shall standstill and not exercise any of its rights or remedies under this Ground Lease, other than to specifically enforce the Tenant's obligations hereunder, and this Ground Lease shall not be terininated without the prior written consent of the Investor and any holder of a Permitted Leasehold Mortgage. So long as the Investor, and any of its successors or assigns, remains the investor member of the Tenant or any Permitted Leasehold Mortgage remains outstanding, Landlord shall not be permitted to exercise any right or remedy against Tenant, where the circumstance giving rise to each right or remedy resulted from an act or omission of Landlord or where the same would cause a default under any of the loan documents to which Tenant or the Premises is subject or the Tenant's Operating Agreement without the prior written consent of Investor and the holder of any Permitted Leasehold Mortgage. (c) Notwithstanding any provision in this Ground Lease to the contrary, the City retains the absolute right, at its sole discretion subject to Applicable Law, to initiate legal proceedings to specifically enforce the performance of the terms and conditions of this Ground Lease. This right is preserved irrespective of whether the Investor, or any of its successors or assigns, continues to be a member of the Tenant, or whether any Permitted Leasehold Mortgage remains in effect. 25 ARTICLE XIII UTILITIES; REPAIR AND RELOCATION OF UTILITIES 13.01 Tenant agrees that any and all utility accounts with respect to the Premises shall be in the name of Tenant or subtenants in Residential Rentals. From and after the Commencement Date, under no circumstance whatsoever, shall City be responsible for any utilities on the Premises, including, but not limited to, the installation, maintenance, initial cost or fee or any on -going charges or fees. Tenant agrees to pay any and all such utilities relating to the Premises in a timely manner, so as to avoid any encumbrance on the Premises. Tenant, at its sole cost and expense and with the prior written approval of the appropriate utility, agrees to maintain and repair, replace and relocate as necessary, utility facilities within the Premises required for the operation of the Premises and all existing and future Improvements, subject to the following conditions: (a) Such activity does not materially or adversely interfere with City's operations on any property outside the boundaries of the Premises; and (b) Tenant complies with the provisions of all permits which have been issued and are affected by such repair and relocation. 13.02 Tenant agrees to grant to City and any public utility company, pursuant to separate instruments, non-exclusive perpetual easements for the installation, operation, maintenance, repair, replacement, relocation, and removal of utility lines and facilities (together with access incidental to such activities) such as water lines, fire lines, gas mains, electrical power lines, telephone lines, cable and internet services, storm and sanitary sewers and other utility lines and facilities (collectively, "Utility Facilities"), and such other easements as City or such public utility companies may reasonably require from time to time, and shall provide notice to City, as described in this Lease, prior to making such grants. provided that no such easement shall materially impair the value, financing, construction or operation of the Project, nor impose any material cost on Tenant.. All such easements shall be over, under and across: (i) those portions of the Premises shown on the approved plans and specifications for the Project; or (ii) such other locations on the Premises as may be requested by City or such public utility companies from time to time, so long as such locations are reasonably acceptable to Tenant, considering, among other things, whether such locations cause unreasonable interference with the construction, use and operation of the Project or undue expense to Tenant. The instruments granting such easements shall provide, among other things, that the grantee(s) shall not exercise their rights in such a manner as would cause unreasonable interference with the construction, use and operation of the Project. ARTICLE XIV SIGNAGE 14.01 Tenant shall have the exclusive right to construct, operate, and display onsite and offsite premise signage on the interior, exterior or other portions of the Premises as Tenant deems necessary and desirable so long as such signage complies with Applicable Laws and is approved by the City in advance, which approval will not be unreasonably withheld, conditioned or delayed. 26 ARTICLE XV MISCELLANEOUS 15.01 No Brokers. Neither Landlord nor Tenant has dealt with any broker or finder with regard to the Premises or this Ground Lease. Both Landlord and Tenant will indemnify, defend, and hold the other harmless from and against any loss, liability and expense (including reasonable attorneys' fees and court costs) arising out of claims for fees or commissions in connection with this Ground Lease. 15.02 Access. Tenant agrees to grant a right of access to Landlord, HUD, the Comptroller General of the United States, or any of their duly authorized representatives, with respect to any books, documents, papers, or other records related to this Ground Lease in order to make audits, examinations, excerpts, and transcripts, upon reasonable prior notice, during noinial business hours, and limited to books, documents, papers, and other records reasonably related to compliance with this Ground Lease. 15.03 Recordation. Landlord and Tenant shall record a Memorandum of Ground Lease in the appropriate office of public record of Miami -Dade County, Florida. At the expiration of the Lease Teiui or earlier termination of this Ground Lease, provided that, for termination (as opposed to an expiration) Landlord shall first provide written notice and a reasonable opportunity to cure to Tenant and all Permitted Leasehold Mortgagees prior to recording any notice of termination, Tenant shall execute a quit claim or other document reasonably requested by Landlord to confirm the termination of its interest in this Ground Lease and the Improvements. If Tenant refuses to do so within ten (10) days after receipt of a request from Landlord, Landlord may unilaterally record a notice of termination of this Ground Lease after giving all Permitted Leasehold mortgagees thirty (30) days written notice so that they have the opportunity to seek remedies as may be available under the law. 15.04 Time of Essence. Time is of the essence of each and every provision of this Ground Lease. 15.05 No Waiver. No waiver of any condition or agreement in this Ground Lease by either Landlord or Tenant will imply or constitute a further waiver by such party of the same or any other condition or agreement. No act or thing done by Landlord or Landlord's agents during the Lease Term will be deemed an acceptance of a surrender of the Premises, and no agreement to accept such surrender will be valid unless in writing signed by Landlord. No payment by Tenant, nor receipt from Landlord, of a lesser amount than the Rent or other charges stipulated in this Ground Lease will be deemed to be anything other than a payment on account of the earliest stipulated Rent. No endorsement or statement on any check, or any letter accompanying any check or payment as Rent, will be deemed an accord and satisfaction. Landlord will accept such check for payment without prejudice to Landlord's right to recover the balance of such Rent or to pursue any other remedy available to Landlord. If this Ground Lease is assigned, or if the Premises or any part of the Premises are sublet or occupied by anyone other than Tenant, Landlord may collect rent from the assignee, subtenant, or occupant and apply the net amount collected to the 27 Rent reserved in this Ground Lease. No such collection will be deemed a waiver of the covenant in this Ground Lease against assignment and subletting, or the acceptance of the assignee, subtenant, or occupant as Tenant, or a release of Tenant from the complete performance by Tenant of its covenants in this Ground Lease. 15.06 Joint and Several Liability. If Tenant is composed of more than one signatory to this Ground Lease, each signatory will be jointly and severally liable with each other signatory for payment and performance according to this Ground Lease. 15.07 Captions, Exhibits, Gender, Etc. The captions inserted in this Ground Lease are only for convenience of reference and do not define, limit, or describe the scope or intent of any provisions of this Ground Lease. The Exhibits to this Ground Lease are incorporated into the Ground Lease. Unless the context clearly requires otherwise, the singular includes the plural, and vice versa, and the masculine, feminine, and neuter adjectives include one another. 15.08 Entire Agreement. This Ground Lease and Exhibits hereto contain the entire agreement between Landlord and Tenant with respect to its subject matter and may be amended only by subsequent written agreement between them. Except for those that are specifically set forth in this Ground Lease, Landlord or Tenant has made no representations, warranties, or agreements to one another with respect to this Ground Lease. 15.09 Amendment. This Ground Lease may be amended only by a written document signed by Landlord and Tenant, with the written consent of the managing member of Tenant and each Permitted Leasehold Mortgagee. No amendment shall impair the obligations of Tenant to develop and operate the project in accordance all applicable requirements. 15.10 Severability. If any provision of this Ground Lease is found by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remainder of this Ground Lease will not be affected, and in lieu of each provision which is found to be illegal, invalid, or unenforceable, there will be added as a part of this Ground Lease a provision as similar to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable. 15.11 Notices. Any notice, request, demand, consent, approval, or other communication required or permitted under this Ground Lease shall be in writing and shall be given by either (a) hand -delivery, (b) reliable overnight commercial courier, or (c) electronic mail, telecopy or other means of electronic transmission, if confirmed promptly by any of the methods specified in clauses (a) or (b) of this sentence to the other party at its address set forth below. Notice by telecopy or other means of electronic transmission shall be deemed to have been given and received when sent. Notice by overnight courier service shall be deemed to have been given and received upon delivery. A party may change its address by giving written notice to the other parties as specified herein. 28 If to Landlord: City of Miami Department of Housing and Community Development 444 S.W. 2nd Avenue, 9th Floor Miami, Florida 33130 Attn: Victor Turner Phone: (305) 416-1978 With a copy to: Office of the City Attorney 444 S.W. 2nd Avenue, 9th Floor Miami, Florida 33130 Attn: George K. Wysong Phone: (305) 416-1800 If to Tenant: SG Little Havana, LLC_ 2901 Florida Avenue, Suite 806 Coconut Grove, Florida 33133 Attn: Richard Swerdlow, General Counsel Phone: (954) 401-5100 With a copy to: SJM Partners 11890 Sunrise Valley Drive, Suite 554 Reston, Virginia 20191 Attn: Stephen Garchik Phone: (703) 517-7004 15.12 Attorneys' Fees. If Landlord and Tenant litigate any provision of this Ground Lease or the subject matter of this Ground Lease, each party shall bear their own respective attorney's fees and court costs incurred by it in connection with such litigation. Payment of any litigation cost or expense is subject to HUD's approval if such approval is required by HUD. Settlement of any such litigation is subject to HUD's approval if such approval is required by HUD. 15.13 Waiver of Jury Trial. Landlord and Tenant may waive trial by jury in any action, proceeding, or counterclaim brought by either of them against the other on all matters arising out of this Ground Lease or the use and occupancy of the Premises. 15.14 Governing Law. This Ground Lease shall be governed by the law and construed in accordance with the laws of the State of Florida, without regard to principles of conflict of laws and with respect to any dispute hereunder, jurisdiction and venue shall lie exclusively with the courts of Miami -Dade County, Florida. 15.15 Binding Effect. This Ground Lease will inure to the benefit of, and will be binding upon, Landlord's successors and assigns except as otherwise provided in this Ground Lease. This Ground Lease will inure to the benefit of, and will be binding upon, Tenant's successors and assigns so long as the succession or assignment is permitted pursuant to the terms of this Ground Lease. 15.16 Effect of Exhibits. Each and every exhibit referred to or otherwise mentioned in this Ground Lease is attached to this Ground Lease is and shall be construed to be made a part of this Ground Lease by such reference or other mention at each point at which such reference or other mention occurs, in the same manner and with the same effect as if each exhibit were set forth in full at length every time it is referred to and otherwise mentioned. 29 15.17 Cumulative Rights. Except as expressly limited by the terms of this Ground Lease, all rights, powers, and privileges conferred hereunder shall be cumulative and not restrictive of those provided at law or in equity. 15.18 Relationship of Parties, Limited Third Party Beneficiary. The parties hereto expressly declare that, in connection with the activities and operations contemplated by this Ground Lease, they are neither partners nor joint venturers, nor does a principal -agent relationship exist between them. Notwithstanding anything to the contrary set forth elsewhere in this Ground Lease, the managing member of Tenant and the Permitted Leasehold Mortgagees shall be deemed a third -party beneficiary with respect to all notice, cure, default, modification, amendment, casualty, and condemnation provisions herein to the extent such provisions expressly apply to such parties. 15.19 Non -Merger. Except upon expiration of the Lease Term or upon termination of this Ground Lease pursuant to an express right of termination set forth herein, there shall be no merger of either this Ground Lease or Tenant's estate created hereunder with the fee estate of the Premises or any part thereof by reason of the fact that the same person may acquire, own or hold, directly or indirectly, (a) this Ground Lease, Tenant's estate created hereunder or any interest in this Ground Lease or Tenant's estate (including the Improvements), and (b) the fee estate in the Premises or any part thereof or any interest in such fee estate (including the Improvements), unless and until all persons, including any assignee of Landlord, having an interest in (i) this Ground Lease or Tenant's estate created hereunder, and (ii) the fee estate in the Premises or any part thereof, shall join in a written instrument effecting such merger and shall duly record the same. 15.20 Counterparts. This Agreement may be executed in counterparts, and all such counterparts shall be deemed to be originals and together shall constitute but one and the same instrument. 15.21 Anti -Human Trafficking. The Tenant confirms and certifies that it is not in violation of Section 787.06, Florida Statutes, and that it does not and shall not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes. The Tenant shall execute and submit to the City an Affidavit, of even date herewith, in compliance with Section 787.06(13), Florida Statutes, attached an incorporated herein as Exhibit "D". If the Tenant fails to comply with the terms of this Section, the City may suspend or teiniinate this Agreement immediately, without prior notice, and in no event shall the City be liable to Tenant for any additional compensation or for any consequential or incidental damages. [SIGNATURE PAGE FOLLOWS] 30 SIGNATURE PAGE TO GROUND LEASE SG LITTLE HAVANA IN WITNESS ave executed this Ground Lease as of the Effective Date. ATTEST: Date: ANDLORD: ITY OF MIAMI, a Florida municipal corporation By: ames R •ty Manager APPROVED AS T APPROVED AS TO FORM CORRECTNESS: REQUIREMENTS: By. J By David R 'z Interim irect r of Risk Management City Attorney tke, 25-wl APPROVED AS TO DEPARTMENTAL REQUIREMENTS: By: Victor Turner Director of the Department of Housing and Community Development 31 TENANT: SG LITTLE HAVANA, LLC a Florida limited liability company By: SG Little Havana Manager, LLC 71-'r1P By: Michael Swerdlow Manager 32 EXHIBIT A LEGAL DESCRIPTION OF PREMISES Parcel 1 (Folio No. 01-4102-006-6450): Lot 8, in Block 105 of LAWRENCE ESTATE LAND CO'S SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 2, at Page 46, of the Public Records of Miami -Dade County, Florida. Parcel 2 (Folio No. 01-4102-006-6460): Lot 9, in Block 105 of LAWRENCE ESTATE LAND CO'S SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 2, at Page 46, of the Public Records of Miami -Dade County, Florida. Parcel 3 (Folio No. 01-4102-006-6470): Lot 10 in Block 105 of LAWRENCE ESTATE LAND CO'S SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 2, at Page 46, of the Public Records of Miami -Dade County, Florida. Less and except road right-of-way being more particularly described as follows: Begin at the N.W. corner of said Lot 10; thence run N 87°42'18" E along the Northerly boundary of said Lot 10, for a distance of 24.78 feet to the Point of Beginning of a circular curve concave to the Southeast and having for its elements a radius of 25.00 feet and a tangent bearing of S 87°42' 18" W; thence run Southwesterly, Southerly and Southeasterly along the arc of said circular curve to the left, through a central angle of 89 °29 '29" for a distance of 39.05 feet to the point of tangency and a point on the Westerly boundary of said Lot 10; thence run N 01°47'11" W along said Westerly boundary of Lot 10 for a distance of24.78 feet to the Point of Beginning. Parcel 4 (Folio Nos. 01-4102-006-6480 and 01-4102-006-6490): Lots 11 and 12 less the South 10 feet thereof, in Block 105 and less the exterior area of curve in SW comer of Lot 11, in Block 105, and Lot 13, less the South 10 feet thereof, in Block 105, of LA WR.ENCE ESTATE LAND CO'S SUBIDIVISION, according to the Plat thereof, as recorded in Plat Book 2, at Page 46, of the Public Records of Miami -Dade County, Florida. EXHIBIT B IMPROVEMENTS SW 8TH STREET EXHIBIT Cl INSURANCE REQUIREMENTS — VACANT LAND CERTIFICATE OF INSURANCE SG LITTLE HAVANA, LLC Tenant shall obtain and keep in force during the Lease Term insurance policies (or binders) evidencing the insurance coverages that meet the following requirements: I. Commercial General Liability insuring Landlord and Tenant against any liability arising out of the ownership, use, occupancy or maintenance of the Premises. Such insurance shall be in the amount of not less than: A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence General Aggregate Limit Products/Completed Operations Personal and Advertising Injury B. Endorsements Required $ 1,000,000 $ 2,000,000 $ 1,000,000 $ 1,000,000 City of Miami, its officials, employees and agents listed as an additional insured Contingent and Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement Hired and Non Owned Auto Endorsement II. Worker's Compensation as required by Chapter 440, Florida Statutes. A. Limits of Liability Statutory -State of Florida Waiver of subrogation III.Employer's Liability A. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit Letter may be provided, if less than (4) employees IV. Umbrella Liability Each Occurrence Policy Aggregate $1,000,000 $1,000,000 EXHIBIT "C" City of Miami, its officials, employees and agents listed as additional insured. Coverage is excess follow form over the general liability and auto policies. The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change, or in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. All insurance policies shall be submitted to the Landlord for approval, which approval shall not be unreasonably denied. EXHIBIT C2 INSURANCE REQUIREMENTS — CONSTRUCTION PHASE CERTIFICATE OF INSURANCE SG LITTLE HAVANA, LLC Tenant shall obtain and keep in force during the Lease Term the insurance policies (or binders) evidencing the insurance coverages that meet the following requirements: I. Commercial General Liability insuring Landlord and Tenant against any liability arising out of the ownership, use, occupancy or maintenance of the Premises. Such insurance shall be in the amount of not less than: A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence General Aggregate Limit Products/Completed Operations Personal and Advertising Injury B. Endorsements Required $ 1,000,000 $ 2,000,000 $ 1,000,000 $ 1,000,000 City of Miami, its officials, employees and agents listed as an additional insured Contingent and Contractual Liability Explosion, Collapse and Underground Hazard Primary Insurance Clause Endorsement Extended Completed Operations Endorsement providing coverage per the applicable statute of limitations II. Business Automobile Liability A. Limits of Liability Combined Single Limit Including Hired, Borrowed or Non -Owned Autos Any One Accident $1,000,000 B. Endorsements Required City of Miami included as an additional insured III.Worker's Compensation as required by Chapter 440, Florida Statutes. EXHIBIT "C" A. Limits of Liability Statutory -State of Florida Waiver of subrogation IV. Employer's Liability A. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit V. Umbrella Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $10,000,000 Policy Aggregate $10,000,000 City of Miami, its officials, employees and agents listed as additional insured. Coverage is excess follow form over all liability policies contained herein. VI. Payment and Performance Bond $TBD City of Miami Listed as a Co -Obligee to the extent permitted by the Permitted Leasehold Mortgagees, provided that, if such mortgagees do not require a payment and performance bond, then no such bond shall be required by Landlord. VII. Completed Value Builder's Risk Insurance A. Causes of Loss: All Risk -Specific Coverage Project Location Valuation: Replacement Cost Deductible: $50,000 All other Perils $50,000Water Damage 5% maximum on Wind/Hail, Earth Movement and Flood City of Miami listed as loss payee, to the extent permitted by the Permitted Leasehold Mortgagees. Coverage Extensions: As provided by carrier This coverage must be provided prior to the date any construction is commenced upon the Premises. The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change, or in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. All insurance policies shall be submitted to the Landlord for approval, which approval shall not be unreasonably denied. EXHIBIT C3 INSURANCE REQUIREMENTS — COMPLETED IMPROVEMENTS CERTIFICATE OF INSURANCE SG LITTLE HAVANA, LLC Tenant shall obtain and keep in force during the Lease Term the insurance policies (or binders) evidencing the insurance coverages that meet the following requirements: I. Commercial General Liability insuring Landlord and Tenant against any liability arising out of the ownership, use, occupancy or maintenance of the Premises. Such insurance shall be in the amount of not less than: A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $ 1,000,000 General Aggregate Limit $ 2,000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $ 1,000,000 B. Endorsements Required City of Miami, its officials, employees and agents listed as an additional insured Contingent and Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement Hired and Non Owned Auto Endorsement II. Worker's Compensation as required by Chapter 440, Florida Statutes. A. Limits of Liability Statutory -State of Florida Waiver of subrogation III.Employer's Liability A. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit Letter may be provided, if less than (4) employees IV. Property A. Commercial Property Insurance covering the Building and Business Personal Property owned by SG LITTLE HAVANA, LLC. Commercial property insurance shall, at a minimum, cover the perils insured under the ISO Special Causes of Loss EXHIBIT "C" Special Form (CP 10 30), or a substitute form providing equivalent coverages written on an All Risk or Direct Physical Loss or Damage basis with no coinsurance, including wind and named storm coverage and hail not to exceed 5% deductible depending on market conditions, along with earth movement and flood. Coverage should be included for debris removal, and demolition and increased cost of construction that are caused by legal requirements regulating the construction or repair of damaged facilities or subject property, including an ordinance and law endorsement, in an amount of not less than the replacement cost of the property insured and leasehold improvements (exclusive of foundation and excavation costs), trade fixtures and floor coverings. In addition, the policy should afford coverage for sprinkler leakage, extended coverage including vandalism and malicious mischief, as well as coverage for time element relative to loss of rents, along with boiler and machinery coverage, if applicable. The amount of insurance shall equal the total estimated replacement cost of all real and business personal property owned by SG LITTLE HAVANA, LLC. The City of Miami shall be listed as loss payees under this policy, to the extent permitted by the Permitted Leasehold Mortgagees. V. Umbrella Liability Each Occurrence Policy Aggregate $10,000,000 $10,000,000 City of Miami, its officials, employees and agents listed as additional insured. Coverage is excess follow faun over the general liability and auto policies. VI. Intentionally Deleted VII. Flood Insurance, to the extent that the Premises are founded to be within a flood hazard zone, in an amount not less than the full replacement value of the completed development, or the maximum amount of coverage available through the National Flood Insurance Program, whichever is greater. This policy must be provided at such time as the buildings' walls and roof exists. The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change, or in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. All insurance policies shall be submitted to the Landlord for approval, which approval shall not be unreasonably denied. EXHIBIT "D" ANTI -HUMAN TRAFFICKING AFFIDAVIT 1. The undersigned affiuius, certifies, attests, and stipulates as follows: a. The entity/individual is a nongovernmental entity authorized to transact business in the State of Florida (hereinafter, "nongovernmental entity"). b. The nongovernmental entity is either executing, renewing, or extending a contract (including, but not limited to, any amendments, as applicable) with the City of Miami ("City") or one of its agencies, authorities, boards, trusts, or other City entity which constitutes a governmental entity as defined in Section 287.138(1), Florida Statutes (2025). c. The nongovernmental entity is not in violation of Section 787.06, Florida Statutes (2025), titled "Human Trafficking." d. The nongovernmental entity does not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes (2025). 2. Under penalties of perjury, pursuant to Section 92.525, Florida Statutes, I declare the following: a. I have read and understand the foregoing Anti -Human Trafficking Affidavit and that the facts, statements and representations provided in Section 1 are true and correct. b. I am an officer, a representative, or individual of the nongovernmental entity authorized to execute this Anti -Human Trafficking Affidavit. FURTHER AFFIANT SAYETH NAUGHT. Nongovernmental Entity/Individual: Name: L1 ' Sw -d Signature: Office Address Email Address: m.S,.ye.y-d\c•,U L c,L)tz-\04) Main Phone Number: G\SLA-ko\- `op • con EXHIBIT "E" SITE ACCESS AGREEMENT