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AGENDA DOCUMENTS Requested City Commission Meeting Dates 0 November 21 2000 0 December 5, 2000 0 December 19 2000 ~ January 2, 200 I NATURE OF AGENDA ITEM CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM Date Final Form Must be Turned in to City Clerk's Office Requested City Commission Meeting Dates Date Final Form Must be Turned in to City Clerk's Office November 9 2000 (5'00 p.rn.) 0 January 16,2001 November 22,2000 (5'00 p.rn.) 0 February 6, 2001 December 6, 2000 (5'00 p.rn.) 0 February 20, 2001 December 20 2000 (5'00 p.m.) 0 March 6,2001 January 3 2001 (5'00 p.m.) January 17 2001 (5:00 p.rn.) February 7 2001 (5'00 p.m.) February 21 2001 (5:00 p.m.) o Administrative ~ Consent Agenda o Public Hearing o BIds o Announcement o Development Plans o New Busmess o Legal o UnfmIshed Busmess o PresentatIon RECOMMENDATION Please place thIS request on the January 2, 2001 City COmmISSIOn Agenda under Consent- Ratification of Planning and Development Board action. The Plannmg and Development Board with a unanrmous vote recommends that this request be approved, subject to the apphcant being awarded a grant from the state tax credIt program for the purposes ofupgradmg the subject property to include various site improvements related to appearance, secunty and amenities. For further details pertainmg to the request, see attached Department of Development Memorandum No PZ 00- 351 EXPLANATION PROJECT NAME AGENT OWNER. LOCATION DESCRIPTION PROGRAi\1 IMP ACT FISCAL IMP ACT AL TERi~A TlVES. Boynton Terrace Apts. Jeff KammerudeIMike McPhihps Boynton ASSOCIated L TD 700 North Seacrest Blvd. Modified request for relief from CIty of Boynton Beach Land Development Regulations, Chapter 2, Zomng, Section 11 Supplemental regulations, H. 16 a. (2)., requinng a minimum parking space ratIO of 2 spaces per unit, to allow a reduction of 84 spaces or a 1 space per unit variance. N/A N/A N/A ~GJ~ Planning and Zonin rrector City Manager's Signature /". :7!.~ /' ~ <---..J .pc. Y 6t'= "" "'- Development Departrn t Drrector CIty Attorney / Fmance / Human Resources \iCH"\1AI~\SHRDATA\PLANNlNG\SHARED\WPIAGE~OAS"CITYCOM~c"GEJ',TIA ITEM REQt:EST FOR.'\,j 'iOV 21 THRU ~1ARCH 6. 2001.00T EXHIBIT "e" CondItIOns of Approval PrOject name' Boynton Terrace FIle number- ZNCV 00-020 (parkmg reductIOn) R :tI Z C d V Aid dN b 16 2 0 e erence' OnInI! o e anance mnlIcatIOn ate ovem er o o. I DEPARTMENTS I INCLUDE I REJECT I PUBLIC WORKS Comments. None UTILITIES Comments None FIRE Comments. None POLICE Comments None ENGINEERING DIVISION Comments. None BUILDING DIVISION Comments. None , PARKS AND RECREATION Comments. None FORESTER/ENVIRONMENTALIST Comments None PLANNING AND ZONING Comments. None ADDITIONAL PLANNING AND DEVELOPMENT BOARD CONDITIONS 1 The applIcant bemg awarded a grant from the state tax credIt program for X the purposes of upgradmg the sublect property 2 SIte Improvements shall mclude X a) SIte landscapmg be brought up to code; b) A penmeter/secunty fence or wall be constructed WIth decoratIve features such as columns and landscape. c) All remammg parkmg areas be resurfaced, d) Add qualIty outdoor recreatIOn/playground area to the proJect; and e) All multI-family UnIt bUIldmgs shall be renovated, at a mmlmum, to prOVIde a replacement of matenals III dIsrepaIr, and a new coat of ~amt. f) rovlde a Iward !late and secuntv cameras. Page 2 Auto Zone FIle No NWSP 98-007 DEPARTMENTS INCLUDE REJECT ADDITIONAL CITY COMMISSION CONDITIONS 2. To be determmed. MWR.arw S:IPLANNINGISHARED\WPIPROJECTSIBOYNTON TERRACE APTS. (ZNCV)ICOND. OF APPR P&D.DOC DEVELOPMENT DEPARTMENT MEMORANDUM NO PZ 00-351 VARIANCE REVIEW STAFF REPORT PLANNING AND DEVELOPMENT BOARD AND CITY COMMISSION December 06, 2000 Meeting Date December 26, 2000 File No ZNCV 00-020 -Total of parking spaces reduction Location 700 North Seacrest Boulevard Owner" Boynton Associates, Ltd Project: Boynton Terrace Variance Request: Modified request for relief from the City of Boynton Beach Land Development Regulations, Chapter 2, Zoning Section 11 Supplemental Regulations, H 16 a. (2) , requiring a minimum parking space ratio of 2 spaces per unit, to allow a reduction of 84 spaces or a 1 space per unit variance BACKGROUND The subject property known as Boynton Terrace Apartments, an assisted low income rental apartment development, is currently zoned R-3, multiple-family residential It was constructed in 1983 as a mix of six (6) single-family and ten (10) multi-family buildings containing 84 units, for a total of 90 units The complex was developed in three sections a western section containing five (5) single-family units, located west of NW 1st Street; a central section containing a single- family unit and 36 multi-family units, loca~ed between NW 1st Street and Seacrest Boulevard, and an eastern section containing 47 multi-family units, located east of Seacrest Boulevard The requested relief is to affect both the central and eastern sections located at either side of Seacrest Boulevard, and includes 84 units (See Exhibit "A - Location Map, including Survey) All the improvements were built in compliance with the then existing code regulations for R-3 zoning districts, more specifically related to parking requirements Said improvements are also in compliance with the current parking regulations for the R-3 zoning district that requires two (2) parking spaces per residential unit. There currently exist 173 parking spaces, 168 of them allocated for residential use, and 5 for office use The applicant is requesting relief from the zoning regulations to reduce the total parking spaces by 84 spaces, resulting in a ratio reduction from the two (2) spaces per unit required by code to one (1) space per unit. This request is being submitted in hopes of raising the point value of this competitive application to the Florida Housing Finance Corporation for funding to rehabilitate the existing residential units, and provide both landscaping enhancements and a new clubhouse Additional points are obtained from a local government contribution, which in this program, is represented by a relief from parking space requirements According to the applicant, the parking reduction contribution is calculated based on the actual cost of creating new parking spaces Page 2 Boynton Terrace Variance Staff Report Memorandum No PZ 00-351 - Relief of parking spaces (variance requested) 84 - Estimated cost per space $ 4,01719* $ 337,444 38 - Estimated total contribution *405 sq ft. of paving per space including the necessary back-up area, at $ 9,919 per sq ft. (this includes stabilized sub-base lime rock base, 1-1/2" thick asphalt, parking space stripping and parking bumper) The following is a description of the zoning districts and land uses of the properties that surround the subject request: North Residential properties zoned both R-!-A and R-2; South Residential properties zoned both R-!-A and R-2; East Residential properties zoned R-2, West Residential properties zoned R-!-A. ANAL YSIS The code states that the zoning code variance cannot be approved unless the board finds the following a. That special conditions and circumstances exist which are peculiar to the land, structure, or building involved and which are not applicable to other lands, structures or buildings in the same zoning district. b That the special conditions and circumstances do not result from the actions of the applicant. c. That granting the variance requested will not confer on the applicant any special privilege that is denied by this ordinance to other lands, buildings, or structures in the same zoning district. d That literal interpretation of the provisions of this ordinance would deprive the applicant of rights commonly enjoyed by other properties in the same zoning district under the terms of the ordinance and would work unnecessary and undue hardship on the applicant. e That the variance granted is the minimum variance that will make possible the reasonable use of the land, building, or structure f That the grant of the variance will be in harmony with the general intent and purpose of this chapter [ordinance] and that such variance will not be injurious to the area involved or otherwise detrimental to the public welfare Page 3 Boynton Terrace Variance Staff Report Memorandum No PZ 00-351 Based on the applicant's response to the above criteria contained in the Exhibit "B", staff was unable to find the evidence of traditional hardship necessary to support the requested relief However, staff concurs with aspects of the applicant's justification for this variance Staff realizes that the subject development is located within an area that has been classified as blighted and therefore included in the Community Redevelopment Area Also, staff recognizes that the subject request represents a special opportunity to provide a better way of life for the residents of the subject project, and an improved appearance toward the surrounding neighborhood Therefore the request would generally comply with item "f' above, as it would benefit both" the area involved or and the public welfare" Furthermore, as part of this application the applicant has submitted a document from the property management office offering the following information relative to its residents 1 - About 40 % of the residents have one (1) car per household, there is an unknown number of two-car household, 2 - Approximately 60 % of the residents utilize public transportation Two (2) Palm Tran bus stops located along Seacrest Boulevard directly serve the development as part of system Route 70 (see Exhibit "A" -Location Map) Route 70 provides buses to the project at a one (1) hour interval, and at a one-half (1/2) hour interval during peak periods Staff surveyed the parking area on several occasions and observed a total of 39 cars parked on the site on Thursday, December 7, at 2:00 pm, 47 cars in the project on Sunday, December 10, at 9 00 am, and concludes that the total number of cars observed indicates that about 42 % of the residents own a private vehicle, which corroborates the applicant's data It would seem logical to conclude that the remaining household members use alternative transportation means such as walking, biking or public transportation I According to the 1990 Census, the project is located in Census Tract 61 00, which is bounded on the north by the C-16 Canal, on the south by Ocean Avenue, on the east by the Intracoastal Waterway, and on the west by 1-95 In 1990 there were 1 4 automobiles per household in that tract, which was also the average for the entire City Of the 1,575 households in the tract, 16 6 % had no vehicle, and each had an average household size of 2.91 persons Of the 1,946 workers 16 years and older residing in the entire tract, 0 5 % reported riding public transportation Staff also surveyed other municipalities to determine parking requirements for similar assisted public housing projects in multi-family zoning districts Information from only one municipality (in Canada) was obtained, which requires one (1) parking space per dwelling unit in a townhouse/multi-family district, and one (1) space per unit in an apartment/commercial district in the same municipality No local municipalities offer any similar parking provision However, it is noteworthy that the City regulations allow for a 50 % parking space reduction in the CBD, (Central Business District), which is within the CRA district, Community Redevelopment Area. CONCLUSIONS/RECOMMENDA TION Staff is required to review this request solely against the traditional criteria above A through F, despite the intent to benefit the existing social and economic conditions Staff recognizes that the situation as presented is unique and that the applicants' intent to provide a higher living Page 4 Boynton Terrace Variance Staff Report Memorandum No PZ 00-351 standard deserves merit; however a traditional hardship has not been established Therefore, recommends that the subject request for a variance to reduce the parking space ratio from two (2) spaces per unit to one (1) space per unit be denied However, staff offers for the Board's consideration the following points. 1- The City's financial contribution to the rehabilitation project is minimal, however it is significant in terms of application scoring, 2- Currently, the CBD allows for a 50 % parking space reduction, which is similar to the proposed reduction, both the CBD and the subject development are located in the CRA, 3- The proposed number of parking spaces (84) appears to sufficiently satisfy current parking demands, 4- The subject request would further Visions 20-20 goals and objectives (Goal 4) to encourage neighborhood revitalization, and 5- Normally, staff would recommend code modifications when they over regulate typical conditions, however, the subject grant application, and therefore the blighted property would only benefit by variance relief rather than a parking reduction through a code amendment. No conditions of approval are indicated at this time However, if the Board recommends to approve the variance request, staff would recommend that specific site improvements be made conditions of site plan approval, and include the following 1- Site landscaping be brought up to code, 2- A perimeter/security fence or wall be constructed with decorative features such as columns and wall landscape, 3- All remaining parking areas be resurfaced, 4- Add quality outdoor recreation/playground area to the project; and 5- All multi-family unit buildings shall be renovated, at a minimum, to provide a replacement of materials in disrepair, and a new coat of paint. All required conditions will be included in the Exhibit "C" - Conditions of Approval MRldim S;IPlanningISHAREDIWPlPROJECTSIBoynton Terrace Apts. (ZNCV)ISTAFF REP.parking variance.doc DEVELOPI\f ORDER OF THE CITY COMMI ,~ OF THE (,11 I OF BOYNTON BEACH, FLORIDA PROJECT NAME BOYNTON TERRACE APPLICANT'S AGENT Jeff Kammerude / Mike Phillips APPLICANT'S ADDRESS 5505 N Atlantic Ave, #115 Cocoa Beach, FI32931 I -,i'"' DATE OF HEARING RATIFICATION BEFORE CITY COMMISSION January 02, 2001 /" TYPE OF RELIEF SOUGHT Zoning Code Variance - Parking spaces reduction LOCATION OF PROPERTY 700 N Seacrest Boulevard City of Boynton Beach FI DRAWING(S) SEE EXHIBIT "B" ATTACHED HERETO X THIS MATTER came before the City Commission of the City of Boynton Beach, Florida appearing on the Consent Agenda on the date above The City Commission hereby adopts the findings and recommendation of the Planning and Development Board, which Board found as follows OR THIS MATTER came on to be heard before the City Commission of the City of Boynton Beach, Florida on the date of hearing stated above The City Commission having considered the relief sought by the applicant and heard testimony from the applicant, members of city administrative staff and the public finds as follows 1 Application for the relief sought was made by the Applicant in a manner consistent with the requirements of the City's Land Development Regulations 2. The Applicant -1L- HAS HAS NOT established by substantial competent evidence a basis for the relief requested 3 The conditions for development requested by the Applicant, administrative staff, or suggested by the public and supported by substantial competent evidence are as set forth on Exhibit "C" with notation "Included" 4 The Applicant's application for relief is hereby --L GRANTED subject to the conditions referenced in paragraph 3 hereof DENIED 5 This Order shall take effect immediately upon issuance by the City Clerk. 6 All further development on the property shall be made in accordance with the terms and conditions of this order 7 Other DATED City Clerk S:IPlanningISHAREDIWPlPROJECTSIBoynton Terrace Apts. (ZNCV)IDev Order CC.doc Requested City Commission Meeting Dates o November 21 2000 o December 5 2000 o December 19 2000 ~ January 2, 2001 NATURE OF AGENDA ITEM CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM Date Final Form Must be Turned in to City Clerk's Office Requested City Commission Meeting Dates Date Final Form Must be Turned in to City Clerk's Office November 9 2000 (5'00 p.rn.) 0 January 16, 200 I November 22,2000 (5'00 p.m.) 0 February 6, 200 I December 6,2000 (5'00 p.m.) 0 February 20 2001 December 20, 2000 (5'00 p.m.) 0 March 6, 2001 January 3, 2001 (5:00 p.m.) January 17 2001 (5'00 p.rn.) February 7 2001 (5:00 p.m.) February 21 200 I (5'00 p.m.) o AdmmIstrahve ~ Consent Agenda o Public Hearmg o BIds o Announcement o Development Plans o New Busmess o Legal o UnfmIshed Busmess o Presentation RECOMMENDA nON Please place this request on the January 2, 2001 CIty COmmISSIOn Agenda under Consent - Ratification of Plannmg and Development Board action. The Planning and Development Board with a unanrmous vote recommends that thIs request be approved, subJect to the apphcant bemg awarded a grant from the state tax credit program for the purposes of upgrading the subject property to mc1ude various sIte improvements related to appearance, secunty, and amenitIes. For further details pertammg to the request, see attached Department of Development Memorandum 1\0 PZ 00- 351 EXPLANATION PROJECT NAME. AGENT OWNER. LOCATION DESCRIPTION PROGRAM IMP ACT FISCAL IlVlPACT ALTERi~ATIVES. Boynton Terrace Apts. Jeff KammerudeIMike McPhihps Boynton ASSOCIated L TD 700 North Seacrest Blvd. ModIfied request for rehef from CIty of Boynton Beach Land Development RegulatIOns, Chapter 2, Zomng, Section 11 Supplemental regulatIOns, H. 16 a. (2) , requmng a mmrmum parking space ratio of 2 spaces per unit, to allow a reductIOn of 84 spaces or a 1 space per unit variance. N/A N/A N/A ~&)~ Plannmg and Zonm rrector CIty :Ylanager's Signature D~~nS:t~~ YOt'="""'- City Attorney / Fmance / Human Resources \\cH'.'\,\AIN\SHRDA TA\PLA~Il'G\SHARED\\\rPIAGE:-;OAS'.cITYcO:VIM'AGE~A ITE~1 REQUEST FOR.'\,1 '-'0\ I THRU ~1ARcH 6.2001 DOT DEVELOPI\f- IT C 1ER OF THE CITY COMM[ IOf'. F THE (". fV Or BOYNTON BEACH, FLORIDA PROJECT NAME BOYNTON TERRACE APPLICANT'S AGENT Jeff Kammerude / Mike Phillips APPLICANT'S ADDRESS 5505 N Atlantic Ave, #115 Cocoa Beach, FI 32931 DATE OF HEARING RATIFICATION BEFORE CITY COMMISSION January 02,2001 TYPE OF RELIEF SOUGHT Zoning Code Variance - Parking spaces reduction LOCATION OF PROPERTY 700 N Seacrest Boulevard City of Boynton Beach, FI DRAWING(S) SEE EXHIBIT "B" ATTACHED HERETO X TH IS MATTER came before the City Commission of the City of Boynton Beach, Florida appearing on the Consent Agenda on the date above The City Commission hereby adopts the findings and recommendation of the Planning and Development Board, which Board found as follows OR THIS MATTER came on to be heard before the City Commission of the City of Boynton Beach, Florida on the date of hearing stated above The City Commission having considered the relief sought by the applicant and heard testimony from the applicant, members of city administrative staff and the public finds as follows 1 Application for the relief sought was made by the Applicant in a manner consistent with the requirements of the City's Land Development Regulations. 2. The Applicant ~HAS HAS NOT established by substantial competent evidence a basis for the relief requested 3 The conditions for development requested by the Applicant, administrative staff, or suggested by the public and supported by substantial competent evidence are as set forth on Exhibit "C" with notation "Included" 4 The Applicant's application for relief is hereby -L GRANTED subject to the conditions referenced in paragraph 3 hereof DENIED 5 This Order shall take effect immediately upon issuance by the City Clerk. 6 All further development on the property shall be made in accordance with the terms and conditions of this order 7 Other DATED City Clerk S.\PlannlngISHARED\WP\PROJECTs\Boynton Terrace Apts. (ZNCV)\Dev Order CC doc EXHIBIT "e" CondItIOns of Approval ProJect name Boynton Terrace FIle number ZNCV 00-020 (parkIllg reductIOn) R:tI Z C d V Aid dN b 6 2 e erence onmQ' o e anance InnllcatlOn ate ovem er 1 . 000. DEPARTMENTS INCLUDE REJECT PUBLIC WORKS Comments. None UTILITIES Comments None FIRE Comments None POLICE Comments. None ENGINEERING DIVISION Comments None BUILDING DIVISION Comments. None .. PARKS AND RECREATION Comments. None FORESTER/ENVIRONMENTALIST Comments None PLANNING AND ZONING Comments None ADDITIONAL PLANNING AND DEVELOPMENT BOARD CONDITIONS 1 The applIcant bemg awarded a grant from the state tax credIt program for X the purposes ofupgradmg the sublect property 2 SIte Improvements shall mclude X a) SIte landscapmg be brought up to code, b) A penmeter/secunty fence or wall be constructed WIth decoratIve features such as columns and landscape c) All remammg parkmg areas be resurfaced, d) Add qualIty outdoor recreatIon/playground area to the proJect; and e) All multI-famIly UnIt buildmgs shall be renovated, at a mIlllmum, to prOVIde a replacement of matenals III dIsrepaIr, and a new coat of ~amt. f) rovlde a !luard gate and secuntv cameras Page 2 Auto Zone FIle No NWSP 98-007 I DEPARTMENTS I INCLUDE I REJECT I ADDITIONAL CITY COMMISSION CONDITIONS 2. To be determmed. MWR.arw S.IPLANNINGISHAREDIWPIPROJECTSIBOYNTON TERRACE APTS. (ZNCV)ICOND. OF APPR P&D.DOC DEVELOPMENT DEPARTMENT MEMORANDUM NO PZ 00-351 VARIANCE REVIEW STAFF REPORT PLANNING AND DEVELOPMENT BOARD AND CITY COMMISSION December 06, 2000 Meeting Date December 26,2000 File No ZNCV 00-020 -Total of parking spaces reduction Location 700 North Seacrest Boulevard Owner. Boynton Associates, Ltd Project: Boynton Terrace Variance Request: Modified request for relief from the City of Boynton Beach Land Development Regulations Chapter 2, Zoning, Section 11 Supplemental Regulations, H 16 a (2), requiring a minimum parking space ratio of 2 spaces per unit, to allow a reduction of 84 spaces or a 1 space per unit variance BACKGROUND The subject property known as Boynton Terrace Apartments, an assisted low income rental apartment development, is currently zoned R-3 multiple-family residential It was constructed in 1983 as a mix of six (6) single-family and ten (10) multi-family buildings containing 84 units, for a total of 90 units The complex was developed in three sections a western section containing five (5) single-family units, located west of NW 1 st Street; a central section containing a single- family unit and 36 multi-family units, loca~~d between NW 1st Street and Seacrest Boulevard, and an eastern section containing 47 multi-family units, located east of Seacrest Boulevard The requested relief is to affect both the central and eastern sections located at either side of Seacrest Boulevard, and includes 84 units (See Exhibit "A" - Location Map, including Survey) All the improvements were built in compliance with the then existing code regulations for R-3 zoning districts, more specifically related to parking requirements Said improvements are also in compliance with the current parking regulations for the R-3 zoning district that requires two (2) parking spaces per residential unit. There currently exist 173 parking spaces, 168 of them allocated for residential use, and 5 for office use The applicant is requesting relief from the zoning regulations to reduce the total parking spaces by 84 spaces, resulting in a ratio reduction from the two (2) spaces per unit required by code to one (1) space per unit. This request is being submitted in hopes of raising the point value of this competitive application to the Florida Housing Finance Corporation for funding to rehabilitate the existing residential units, and provide both landscaping enhancements and a new clubhouse Additional points are obtained from a local government contribution which in this program, is represented by a relief from parking space requirements According to the applicant, the parking reduction contribution is calculated based on the actual cost of creating new parking spaces Page 2 Boynton Terrace Variance Staff Report Memorandum No PZ 00-351 - Relief of parking spaces (variance requested) 84 - Estimated cost per space $ 4,01719* $-337,44438 - Estimated total contribution *405 sq ft. of paving per space including the necessary back-up area, at $ 9,919 per sq ft. (this includes stabilized sub-base I lime rock base, 1-1/2" thick asphalt, parking space stripping and parking bumper) The following is a description of the zoning districts and land uses of the properties that surround the subject request: North Residential properties zoned both R-!-A and R-2; South Residential properties zoned both R-!-A and R-2; East Residential properties zoned R-2, West Residential properties zoned R-!-A. ANAL YSIS The code states that the zoning code variance cannot be approved unless the board finds the following a That special conditions and circumstances exist which are peculiar to the land, structure, or building involved and which are nOt applicable to other lands, structures or buildings in the same zoning district. b That the special conditions and circumstances do not result from the actions of the applicant. c. That granting the variance requested will not confer on the applicant any special privilege that is denied by this ordinance to other lands, buildings, or structures in the same zoning district. d That literal interpretation of the provisions of this ordinance would deprive the applicant of rights commonly enjoyed by other properties in the same zoning district under the terms of the ordinance and would work unnecessary and undue hardship on the applicant. e That the variance granted is the minimum variance that will make possible the reasonable use of the land, building, or structure f That the grant of the variance will be in harmony with the general intent and purpose of this chapter {ordinance] and that such variance will not be injurious to the area involved or otherwise detrimental to the public welfare Page 3 Boynton Terrace Variance Staff Report Memorandum No PZ 00-351 Based on the applicant's response to the above criteria contained in the Exhibit "B", staff was unable to find the evidence of traditional hardship necessary to support the requested relief However, staff concurs with aspects of the applicant's justification for this variance Staff realizes that the subject development is located within an area that has been classified as blighted and therefore included in the Community Redevelopment Area Also, staff recognizes that the subject request represents a special opportunity to provide a better way of life for the residents of the subject project, and an improved appearance toward the surrounding neighborhood Therefore the request would generally comply with item "f' above, as it would benefit both" the area involved or and the public welfare" Furthermore, as part of this application the applicant has submitted a document from the property management office offering the following information relative to its residents 1 - About 40 % of the residents have one (1) car per household, there is an unknown number of two-car household, 2 - Approximately 60 % of the residents utilize public transportation Two (2) Palm Tran bus stops located along Seacrest Boulevard directly serve the development as part of system Route 70 (see Exhibit "A" -Location Map) Route 70 provides buses to the project at a one (1) hour interval, and at a one-half (1/2) hour interval during peak periods Staff surveyed the parking area on several occasions and observed a total of 39 cars parked on the site on Thursday, December 7, at 2:00 pm, 47 cars in the project on Sunday, December 10, at 9 00 am, and concludes that the total number of cars observed indicates that about 42 % of the residents own a private vehicle, which corroborates the applicant's data. It would seem logical to conclude that the remaining household members use alternative transportation means such as walking, biking or public transportation " According to the 1990 Census, the project is located in Census Tract 61 00, which is bounded on the north by the C-16 Canal, on the south by Ocean Avenue, on the east by the Intracoastal Waterway, and on the west by 1-95 In 1990 there were 1 4 automobiles per household in that tract, which was also the average for the entire City Of the 1,575 households in the tract, 16 6 % had no vehicle, and each had an average household size of 2.91 persons Of the 1,946 workers 16 years and older residing in the entire tract, 0 5 % reported riding public transportation Staff also surveyed other municipalities to determine parking requirements for similar assisted public housing projects in multi-family zoning districts Information from only one municipality (in Canada) was obtained, which requires one (1) parking space per dwelling unit in a townhouse/multi-family district, and one (1) space per unit in an apartment/commercial district in the same municipality No local municipalities offer any similar parking provision However, it is noteworthy that the City regulations allow for a 50 % parking space reduction in the CSD (Central Business District), which is within the CRA district, Community Redevelopment Area. CONCLUSIONS/RECOMMENDA TION Staff is required to review this request solely against the traditional criteria above, A through F, despite the intent to benefit the existing social and economic conditions Staff recognizes that the situation as presented is unique and that the applicants' intent to provide a higher living Page 4 Boynton Terrace Variance Staff Report Memorandum No PZ 00-351 standard deserves merit; however a traditional hardship has not been established Therefore, recommends that the subject request for a variance to reduce the parking space ratio from two (2) spaces per unit to one (1) space per unit be denied However, staff offers for the Board's consideration the following points 1- The City's financial contribution to the rehabilitation project is minimal, however it is significant in terms of application scoring, 2- Currently, the CBD allows for a 50 % parking space reduction, which is similar to the proposed reduction, both the CBD and the subject development are located in the CRA, 3- The proposed number of parking spaces (84) appears to sufficiently satisfy current parking demands, 4- The subject request would further Visions 20-20 goals and objectives (Goal 4) to encourage neighborhood revitalization, and 5- Normally staff would recommend code modifications when they over regulate typical conditions, however, the subject grant application, and therefore the blighted property would only benefit by variance relief rather than a parking reduction through a code amendment. No conditions of approval are indicated at this time However, if the Board recommends to approve the variance request, staff would recommend that specific site improvements be made conditions of site plan approval, and include the following 1- Site landscaping be brought up to cod~, 2- A perimeter/security fence or wall be constructed with decorative features such as columns and wall landscape, 3- All remaining parking areas be resurfaced, 4- Add quality outdoor recreation/playground area to the project; and 5- All multi-family unit buildings shall be renovated, at a minimum, to provide a replacement of materials in disrepair, and a new coat of paint. All required conditions will be included in the Exhibit "C" - Conditions of Approval MR/dim S:IPlanningISHAREDIWPIPROJECTSIBoynton Terrace Apts. (ZNCV)ISTAFF REP-parking variance.doc Meeting Minutes Planning & Development Board Boynton Beach, Florida Zoning Code Variance December 26, 2000 2 Project Name Agent: Owner" Location Description BOYNTON TERRACE APARTMENTS Jeff Kammerude/Mike McPhilips Boynton Associated L TD 700 North Seacrest Blvd Modified request for relief from City of Boynton Beach Land Development Regulations, Chapter 2, Zoning, Section 11 Supplemental Regulations, H 16 a (2), requiring a minimum parking space ratio of 2 spaces per unit, to allow a reduction of 84 spaces or a 1 space per unit variance Mr Mike McPhilips, 5507 N Atlantic Avenue, Cocoa Beach, Florida took the podium and introduced Mr Keith Roberts Mr McPhilips stated they were from the Heritage Company representing Boynton Terrace Apartments. Chairman Wische noted there were five staff comments The applicant stated they agreed with all staff comments and will far exceed the comments Mr Rumpf stated that based upon the hardship criteria which staff must review variances under, they had to deny the variance Staff summarized the merits of the project and through analysis confirmed there is a possibility that a reduced parking ratio may still work at the project. Mr Ensler requested that the applicant state their intentions for the project. Mr McPhilips said they are not part of the current ownership and the current owner has asked them to come up with a plan for this community The apartment complex is very blighted and they are specialists in applying through the State of Florida Tax Credit Program If successful, it would produce a large amount of money that would be available for renovations to this community In this instance it would amount to approximately $3 5 million for renovations This would allow \ $37,000 per unit plus re-roof, stucco, and completion of all the interiors with new cabinets, appliances and flooring The grounds will be landscaped and security fencing will be put in Both entrances would be gated, to keep out unwanted traffic. In order to be competitive to get the tax credits a local contribution needs to be made. The State has determined that they want the local community to become involved By granting the variance, the State deems that the City has contributed to the success of the project. Also, by granting the variance the applicant would score higher against the competition If they are successful, they will be able to close and begin renovations this summer 8 ....,., wi Meeting Minutes Planning & Development Board Boynton Beach, Florida December 26, 2000 Mr Ensler amended his motion to include this additional wording Motion seconded by Mr Fitzpatrick. Mr Hay said the motion was not clear and questioned if the Board were approving the variance if the purchase was made to expand the lot to 60' rather than what it was today? Mr Ensler replied that this puts the requirement on the applicant and the adjacent property owner to act in good faith and to come to terms about the additional 10' If they negotiate in good faith, the applicant would be required to buy the additional 10' Chairman Wische feels that if the Board passes the motion on the floor, the applicant has one week to act before the issue goes to the City Commission Chairman Wische stated if the request were tabled, it would not come back to the Board for two weeks and that would give the applicant three weeks to clear things up Attorney Igwe pointed out that the Commission could approve the variance on the same conditions that the Board did Mr Friedland questioned if it were arbitrary for this Board to put a restriction of adding 10 feet and getting in the middle of neighbors Chairman Wische noted this was a recommendation of staff, not this Board Mr Hay asked if the parties do not come to an agreement, would the applicant be allowed to build? Chairman Wische stated the applicant could only build by being granted a variance which Mr Rumpf confirmed Motion Mr Fitzpatrick moved to table Chairman Wische stated that there already is a motion on the floor, which needs to be disposed of first. Chairman Wische called for a vote for the motion on the floor For clarification purposes, Mr Rumpf stated that the non-conforming criteria would go into effect and would make the property eligible for development if all the criteria cannot be met. Jf the criteria can be met the property would become conforming at 60' Motion carried 3-2 (Chairman Wische and Mr Friedland dissenting) 7 Meeting Minutes Planning & Development Board Boynton Beach, Florida December 26, 2000 Mr Ensler asked why the applicant is proposing to reduce some of the parking spaces and he replied that they plan on using some of the existing parking spaces to build a 3,500 square foot clubhouse in that area, which would include a computer training room Also, the applicant would like to plant more green areas Mr Ensler felt this program would be a great benefit to the neighborhood Mr Rumpf said that in circumstances like this where the code does nut adequately assess a developer's performance, staff usually recommends code amendments to tailor the code to the project. Chairman Wische also pointed out that approximately 60% of the residents use public transportation Therefore, there is no parking problem Chairman Wische opened up the public hearing Mr Terry Pereira said he was in favor of the project and pointed out that this would eliminate a great deal of traffic from cutting through the property Mr Pereira would like to see a firm commitment made to put up gates and make it a gated community with guards This would keep non-residents out. Mr Willie Adams, 103 NW 8th Avenue, Boynton Beach said that he lives across the street from the apartments and there are a great deal of people on the property that don't live there. He also would like to see the property gated with a security guard because he complains about the property constantly Chairman Wische closed the public hearing The agent stated they had no problems with installing security gates. They also plan on installing security cameras, but are not certain they could afford to keep a fulltime security guard at the entranceway Mr Friedland inquired if there would be parking available for guests? The agent stated there would be parking near the office and community room. Mr Friedland asked if this would meet the City parking standards and Mr Rumpf stated the City does not have a guest-parking standard in the code. Mr Ensler inquired what would happen if the Board approved the variance and the applicant did not receive funding The applicant stated that the variance request would be conditional on their receiving the funding. Mr Fitzpatrick asked what parking spaces would be eliminated and asked why 84 spaces was determined. The agent presented the site plan to the Board to review in order to address Mr Fitzpatrick's questions 9 ...., Meeting Minutes Planning & Development Board Boynton Beach, Florida ,..., December 26, 2000 Mr Friedland inquired about the timeframe and was informed that the application would be made in February 2001 and normally it takes between four to six months to receive approval If the applicant was successful, they would begin immediately Motion Mr Ensler moved that File No ZNCV 00-020, reduction in parking spaces for Boynton Terrace Apartments be approved, subject to all staff comments, subject to approval of State funding and subject to the improvements that the applicant agreed to make during the course of this meeting Motion seconded by Mr Fitzpatrick and carried 5-0 Mr Rumpf confirmed that the additional improvements referred to are a security gate and a security camera 7 New Business A. CODE REVIEW 1 Project Name Agent: Owner. Location Description Motion PARKING REQUIREMENTS (ONE BEDROOM/EFFICIENCY APARTMENTS) Kilday & Associates Wood Partners The west side of SW 8th Street, approximately 1/8 of a mile north of Woolbright Road Request to amend Chapter 2, Zoning, Section 11 H to require that minimum parking requirements for one-bedroom and efficiency units be changed from 2 spaces for the first 10 units to 1 5 spaces, and that Chapter 2 5 Planned Unit Development, Section 9 C be amended to reference the parking requirements within Chapter 2, Zoning, Section 11 H Mr Ensler moved that Item 7.A.1 be tabled until the January 9, 2001 meeting Motion seconded by Mr Hay and carried 7-0 B NEW SITE PLAN 10 Meeting Minutes Planning & Development Board Boynton Beach, Florida December 26, 2000 Description ALTA CHASE (WOOD PARTNERS) WOOLBRIGHT PLACE PUD Kilday & Associates, Inc. Wood Partners (Contract Purchase) West side of SW 8th Street, approximately 1/8 mile north of Woolbright Road Request for new site plan approval to construct a 216-unit apartment complex with clubhouse, recreation amenities and other related improvements on 14 18 acres of the Woolbright Place PUD 1 Project Name Agent: Owner. Location Motion Mr Ensler moved that Item 7 B 1 be tabled until the January 9, 2001 meeting Motion seconded by Mr Friedland and carried 7-0 8 Other None 9 Comments by Members 10 Adjournment There being no further business, the meeting properly adjourned at 8.05 p m. Respectfully submitted, ~~ A frL-~~ Barbara M Madden Recording Secretary (2 tapes) 11 DEPARTMENT OF DEVELOPMENT MEMORANDUM NO PZ 00-341 TO Sue Kruse City Clerk ~ ~;. 1,,....; FROM MIchael W Rumpf { ,\Y DIrector ofP1annm and Zomng DATE November 27,2000 SUBJECT Boynton Terrace Apts. Zomng Code Vanance 00-020 (parkmg) Accompanymg thIS memorandum you wIll find an applIcatIOn and supportmg documentation for the above-referenced case Checks m the amount of $449 17 to cover the reVIew and processmg of tills applIcatIOn have been forwarded to the Fmance Departm~nt. The legal advertIsement for thIS request WIll be forwarded to your office after reVIew by the CIty Attorney The requested vanance IS scheduled for the December 26, 2000 P1annmg and Development Board meetmg. Please advertIse m the newspaper and notice to property owners accordmg1y hSHRDA T AJ>lanningISHAREO\\\iP\PROJEcTSIBo)nton Terrace Apts (ZNcV)\Legal notice for Boynton Terrace Apts.doc REQUEST FOR PUBLISHING LEGAL ~-' fleES AND/OR LEGAL ADVER1.1.JEMENTS A completed copy of thIS routmg shp must accompany any request to have a Legal Notlce or Legal AdvertIsement pubhshed and must be submItted to the Office of the CIty Attorney two (2) workmg days pnor to the first pubhslung date requested below ORIGINATOR. Plannmg and Zomng PREPARED BY Michael Rumpf DATE PREPARED November 21, 2000 BRIEF DESCRIPTION OF NOTICE OR AD Zonmg Code Vanance for Boynton Terrace Apts. off street parkmg. Plannmg and Development Board meetmg to be held on December 26.2000. at 7.00 p.m. at the Library Program Room. Bovnton Beach Library. 208 S. Seacrest Blvd.. Bovnton Beach Flonda. SPECIAL INSTRUCTIONS AND REQUIREMENTS (SIze of Headlme, Type SIze, SectIOn Placement, Black Boarder, etc ) STANDARD LEGAL AD SEND COPIES OF AD TO All property owners (postmarked December 11, 2000) wItlun 400 foot radIUS of the sublect property. apphcant and DIrector ofPlanmng and Zonmg. NEWSP APER(S) TO PUBLISH. The Post PUBLISHED December 11. 2000 LAST DAY TO FAX TO THE PAPER BY 3 '00 P.M. December 6. 2000 APPROVED BY ('()), ~'A- dta../ .(;. ).lItE 0J'lfF \:...." ) (Ongmator) II ~'6 -c) 0 (Date) (2) (CIty Attorney) (Date) RECEIVED BY CITY CLERK. COMPLETED ~OTICE OF PUBLIC HEARING -- NOTICE IS HEREBY GIVEN that the followmg applIcatIOn has been made to the PLANNING AND DEVELOPMENT BOARD of the CITY OF BOYNTON BEACH, FLORIDA, for a heanng as mdIcated, under and pursuant to the provISIOns of the zomng code of Said CIty. Owner Boynton Terrace Apts. Request. RelIef from Chapter 2-Zomng, SectIOn 11, H. -16 (2) requestmg a parkmg vanance to elImmate eIghty nme (89) parkmg spaces, leavmg one hundred and five (105) spaces, allowmg a ratIO of 1.25 spaces per umt from 2 spaces per umt reqUIred by code LocatIOn. 700 N Seacrest Blvd., Boynton Blvd. Legal Complete legal descnptIOn on file m the Planrung and Zomng DIVISIOn, 100 East Boynton Beach Boulevard, Boynton Beach, Flonda. A PUBLIC HEARING BEFORE THE PLANNING AND DEVELOPMENT BOARD WILL BE HELD RELATIVE TO THE ABOVE APPLICATION AT THE LIBRARY PROGRAM ROOM, BOYNTON BEACH LIBRARY, 208 S. SEACREST BLVD., BOYNTON BEACH, FLORIDA, ON TUESDAY, DECEMBER 26,2000, AT 7 00 P.M. All mterested partIes are notIfied to appear at saId heanngs m person or by attorney and be heard or file any wntlen comments pnor to the heanng date. Any person who deCIdes to appeal any deCISIon of the Planrung and Development Board WIth respect to any matter conSIdered at these meetmgs WIll need a record of the proceedmgs and for such purpose may need to ensure that a verbatIm record of the proceedmgs IS made, whIch record mcludes the testImony and eVIdence upon whIch the appeal IS to be based. CITY OF BOYNTON BEACH PLANNING AND ZONING DIVISION (561) 742-6260 PUBLISH. THE POST December 11, 2000 DEPARTMENT OF DEVELOPMENT Planning and Zoning Division Building Planning & Zoning OccupailonalLkense Community Redevelopment February 12,2001 Flonda Housmg Fmance CorporatIOn 227 N Borough Street, #5000 Tallahassee, FL 32301 FILE COpy Dear Sir or Madam. In support of the above referenced housmg development, the City of Boynton Beach has accepted and processed an applIcatIOn for a vanance to provide reheffrom the City of Boynton Beach Land Development RegulatIOns, Chapter 2, Zonmg, SectIOn 11 Supplemental RegulatIOns, H. 16 a. (2) , requmng a mmlmum parkmg space ratIO of 2 spaces per UnIt, to allow a reductIOn of 58 spaces or a 1 3 space per umt vanance ThiS correspondence is mtended to convey the City'S support of efforts to revitahze and enhance the above referenced housmg development. Attached you will find a copy of the Development Order and ConditIOns of Development, as approved by the City CormmssIOn and signed on January 25,2001 Please refer to the attached calculations associated with the City'S support of the development. The proposed development project is located withm the City'S Commumty Redevelopment Area (CRA) and is targeted for neIghborhood revitalIzatIOn by our local government. The proposed rehabilItatIOn of this development is Important to the City of Boynton Beach. Should you have any questIOns, please contact me at (561) 742-6260 Yours truly, i/l C- {f L..,.. u.. Michael \V Rumpf, Plannmg and Zomng Director Encl \\CH\:vIAIN\SHRDA TA \PlanningISHARED\ \VP\PROJECTS\Boynton Terrace Apts. (ZNCV)\DO Letter.doc..dot 100 East Boynton Beach Blvd POBox 310 Boynton Beach, FL 33425-0310 Phone (561) 742-6260 Fax (561) 742-6259 -.---- -- EXHIBIT "A" BOYNTON TERRACE APARTMENTS ReqUIred number of Parkmg Spaces Less relIef ofParkmg Spaces Number ofParkmg Spaces ReqUIred EstImated cost per space Total ContributIOn Per Space = 440 sq ft. @ $13.23 per sq ft. ThIs mcludes StabIlIzed Sub Base LImerock Base 1-1/2 " Asphalt Parkmg Space Stnppmg Parkmg Bumper 168 58 110 S 5,821 $ 337.630 nSHRDA T A \PlanningiSHARED\ WP\PROJECTS\Boynton Terrace Apts. (ZNCV)iEXHIBITAletler.doc .... DEVELOPM8 ORDER OF THE CITY COMMIS~.. N OF THE CITY OF BOYNTON BEACH, FLORIDA u~ /ZAiVA//N<3 ~./ c::^,a Io))-@ ;nw-f~r ~JL:AN 2 5 iU: FI 3293 ___ PROJECT NAME. BOYNTON TERRACE APPLICANT'S AGENT Jeff Kammerude I Mike Phillips APPLICANT'S ADDRESS 5505 N Atlantic Ave, #115 Cocoa Beach DATE OF HEARING RATIFICATION BEFORE CITY COMMISSION January' &;-2001 TYPE OF RELIEF SOUGHT Zoning Code Variance - Parking spaces reduction LOCATION OF PROPERTY 700 N Sea crest Boulevard City of Boynton Beach FI DRAWING(S) SEE EXHIBIT"B ATTACHED HERETO X THIS MATTER came before the City Commission of the City of Boynton Beach, Florida appearing on the Consent Agenda on the date above The City Commission hereby adopts the findings and recommendation of the Planning and Development Board, which Board found as follows OR THIS MATTER came on to be heard before the City Commission of the City of Boynton Beach, Florida on the date of hearing stated above The City Commission having considered the relief sought by the applicant and heard testimony from the applicant, members of city administrative staff and the public finds as follows. 1 Application for the relief sought was made by the Applicant in a manner consistent with the requirements of the City's Land Development Regulations 2. The Applicant -L- HAS HAS NOT established by substantial competent evidence a basis for the relief requested 3 The conditions for development requested by the Applicant, administrative staff, or suggested by the public and supported by substantial competent evidence are as set forth on Exhibit "C" with notation "Included" 4 The Applicant's application for relief is hereby ---L GRANTED subject to the conditions referenced in paragraph 3 hereof DENIED 5 This Order shall take effect immediately upon issuance by the City Clerk. 6 All further development on the property shall be made in accordance with the terms and conditions of this order ~~~~hht:/'Afn~~ City Clerk S:\P!anning\SHAREDIWPlPROJECTSIBoynlon Terrace AplS. (ZNCV)\Dev Order CC.doc DATED /,t5~/ , \\ \\ \ \111111///11/ ~,\ . ~ T 1'1;: ~{ 01 r Ot\! ~ $' <0 ,...... ~ 'l: ~ ~ .. POA"t.. \J"~ ~ ~ 0 .'C'l'?- ~ 7 ~ == >- ~~ <::) () ~ =1- - :::I: = ==<:; ::: \ -, 1920 ~ ~ ... .... .::::- ~ .......... ~ ~/.z }:"LOR\O'?-,~~ '/11 ,,\, ///111111\\\\\\\ 7 Other EXHIBIT "e" CondItions of Approval ProJect name- Boynton Terrace FIle number- ZNCV 00-020 (parking reductIOn) R:tI Z C d V' A r . d dN b 16 2000 e erence' OnInl! o e anance lDDI1CatIOn ate ovem er DEPARTMENTS INCLUDE REJECT PUBLIC WORKS Comments. None X UTILITIES Comments. None X FIRE Comments. None X POLICE Comments. None X ENGINEERING DIVISION Comments None X BUILDING DIVISION Comments. None X PARKS AND RECREATION Comments. None X FORESTER/ENVIRONMENT ALIST Comments. None X PLANNING AND ZONING Comments_ None X ADDITIONAL PLANNING AND DEVELOPMENT BOARD CONDITIONS 1 The apphcant bemg awarded a grant from the state tax credIt program for the purposes ofupgradmg the subject property X 2 Site improvements shall mclude a) SIte landscaping be brought up to code; b) A perimeterlsecunty fence or wall be constructed with decoratIve features such as columns and landscape c) All remamIllg parking areas be resurfaced, d) Add quahty outdoor recreatIOn/playground area to the proJect; and e) All multI-family UnIt buildmgs shall be renovated, at a mInImum, to prOVIde a replacement ofmatenals III dIsrepaIr, and a new coat of paint. X f) PrOVIde a guard gate and secunty cameras. Page 2 Boynton Terrace Apts. File No. ZNCV 00-020 I DEPARTMENTS INCLUDE REJECT ADDITIONAL CITY COMMISSION CONDITIONS 1 The developer shall mclude the adJacent vacant parcel within any fencmg X or walls, If the parcel is purchased or conveyed for the proJect. SaId vacant parcells to be "land banked" for addItIOnal parking, should the need anse m the future. 2. The developer shall coordmate WIth resIdents of Boynton Terrace X Apartments and adJoming neIghbors to adequately inform them of the proposed proJect and to reasonably attempt to address relevant concerns. (proVIde CIty with copIes of correspondence exchanged WIth subJect partIes and documentatIOn of meetmgs held and agreements made) 3 The vanance granted IS for a 0 7 space reductIOn m the required parking X ratIO, from 2.0 spaces per UnIt to 1.3 spaces per UnIt. MWR.dh 1:\SHRDATA\PI..A.'lNINGlSHARED\\IlP\PROJECTSIBOYNTDN TERRACE APTS. (z:.iCV)lcDND. OF APPR 2.DOC TABLE OF CONTENTS Application Attachment A - Legal Description of Properties Attachment B - Variance Requested Attachment C - Surveyor's Proposal Attachment D - Proof of Ownership Attachment E - Notorized Copy Authorizing Agent Attachment F - Statement of Special Conditions Attachment G - Bus Routes Other Requirements Attached - Site Plan (2 copies) - Certified List of Names, Labels and Check for Postage - Application Fee of $400 00 , PLANNING AND ZONING DEPARTMENT MEMORANDUM NO 01-006 TO Michael W Rumpf, Planning Director FROM Dick Hudson, Senior Planner DATE January 11, 2001 SUBJECT Supplement to Memorandum No 00-351- Variance Review Staff Report Boynton Associates, Ltd , owners of Boynton Terrace apartments and applicants for a variance to the off-street parking requirements, have indicated that approval of their request will enhance their ability to compete for funding under programs of the Florida Housing Finance Corporation The following overview of those funding programs is presented as a supplement to the Staff Report of the Variance Review Timelines for each year's funding cycle are set by FAC Rule 67-48 For the current fiscal year, the application deadline is February 20th, 2001 There are three separate funding programs in each cycle State Apartment Incentives Partnership (SAIL), Home Investment Partnerships (HOME), and Housing Credits (HC) Both SAIL and HOME are mortgage programs while HC is a tax credit program Either of the mortgage programs may be combined with the tax credit program in making application to the corporation Both new developments and building rehabilitation programs are eligible for funding In order to qualify for the mortgage programs, the applicant must agree to maintain, or set- aside, a certain percentage of the total units for rent to families with incomes at a percentage of the median family income for the area (AMI), and also commit to ensuring the units' affordability for a minimum number of years These are as follows Minimum Set-Aside Minimum Total Compliance Period SAIL. 20% of the units for households earning 50 % or less of AMI, or 40% of the units at 60% or less of AMI if Development will also utilize housing credits 15 year loan term HOME 20% of the HOME* units for households earning 50% or less of AMI and 80% of the HOME * units for households earning 60% or less of AM I *The number of required HOME units is based upon the amount of total eligible costs financed with HOME funds. For example. If HOME funds financed 10% of the eligible costs, then 10% of the Development's units will be HOME units. 15 years for rehabilitation, 20 years for new construction HC 20% of the units for households earning 50% or less of AMI, or 40% of the units for households earning 60% or less of AMI 30 years, with an option to convert to market rate after year 14 Maximum Rents HOME. 20% of the HOME units must have rents that are the lesser of" Section 8 Fair Market Rents minus tenant-paid utilities or rents which are 30% of adjusted income for households at 50% AMI minus tenant-paid utilities 80% of the HOME units must have rents that are the lesser of" Section 8 Fair Market Rents minus tenant-paid utilities, or rents which are 30% of the adjusted income for households at 65% AMI minus tenant-paid utilities HC Rent for all housing credit units is restricted and cannot exceed 30% of the applicable income limitation for the surrounding area The rent includes tenant paid utilities The commitment that the units will remain affordable is documented within a "Land Use Restriction A!JrAement" Additionally, the apartment management must submit annual "finanCial reports to the Florida Housing Finance Corporation and an annual inspection by representatives of the corporation is required Failure to comply with the terms of the agreement may result in immediate foreclosure by the corporation Since their inception, the programs have provided funding assistance to twenty-nine (29) developments in Palm Beach County "Boynton Bay" is the only one of the developments in Boynton Beach All 240 units in the development are set-aside for households earning no more than 60% of the median family income the commitment is for 30 years Funding applications for each of the programs have some requirements in common and each section of the applications has a maximum point value While the total points available under each program varies (667 for SAIL, 737 for HOME, and 632 for He), an application must receive at least 475 points to qualify Greater weight is attached to the sections detailing experience of the development team (85 points), the development cost pro forma (150 points), and the developer's commitment to provide set-asides for a longer period than the minimum requirement (100 points) The "local government contributions" section of the application has a weight of 20 points (see attachment) In order for an applicant to be eligible for any points for the "local government contribution", the contribution must be quantifiable, development-specific, and must result in a development cost savings To achieve the maximum twenty (20) points, the contribution must be equal or greater than a set amount, based on the county of the project location ($1,000,000 for projects in Palm Beach County) or 10% of the total development cost-whichever is less Applications that do not have the necessary contribution to achieve the maximum number of points by securing 10% of the total development cost in local government contribution are scored on a pro rata basis The local government contribution can range from infrastructure or other improvements made specifically for the project, waiver of normally imposed fees, or below market rate interest loans A reduction in the number of required parking spaces only qualifies IF the development is located in an area targeted for in-fill housing or revitalization by the local government and the local government verifies that the requirements are waived specifically for the subject development. In their application for reduction of the parking requirements from two spaces per unit to one space per unit, Boynton Associates, Ltd showed a contribution from the city estimated at $337,444 38, which approaches 10% of the proposed $3 4 million total project cost. This would qualify the applicants for the maximum 20 points If the city reduces the parking requirement from two spaces to 1 3 spaces per unit the applicant would provide 110 spaces The city's contribution would have a value of $236,21077, which would be approximately 6 7% of the development costs Staff has determined that the remaining margin of approximately $101,000 could be made up through a variety of contributions that would benefit the project, without the dramatic reduction in parking Included in these would be a commitment to purchasing and donating property adjacent to the project, which could be used for the location of the proposed recreation/clubhouse and for additional parking should the need become evident in the future This property could accommodate an estimated additional 45 vehicles, which would increase the provided parking ratio from 1 3 to 1 85 spaces per dwelling unit. The contributions are as follows * . Waiver of building permit fees, . Waiver of tipping fees at landfill, . Donation of dumpster during rehab, . Waiver of construction meter fee, . Waiver of extension of water/sewer lines from meter to Community Center; . Donation of landscaping materials, . Purchase of adjacent property - TOTAL *Based on 1998 data and currently being updated $ 44,144 $ 25,500 $ 10,625 $ 250 $ 500 $ 50,000 $ 41,003 $172,022 An additional condition of approval would be added to Exhibit "C" to require coordination between the developer, the residents of Boynton Terrace Apartments, and the adjoining neighbors to adequately inform them of the proposed project and to reasonably attempt to address relevant concerns (see Exhibit "C"-Conditions of Approval) JISHRDATA\PIanningISHAREOIWP\PROJEcTS\Boynlon Terrace Apts. (ZNcV)ISuppIemenl to SlaffRepon.doc F ~ ~ .;;; ~..J f ~~ ~[D~ "i o ,., ~I-:r <Il ::>02 . ' ! ~~ ",<fl0 . i~. (0 I:'!~.::'i ~<5' '-'m I ~E, j z.::'iz q j I o .~ ~~o ~ ~ L.lZlIl ...... I I ~.,;~ oZ$'O ~ J f5:ilg moO t I om I i ! ","'u .... .. (I) i I") ~,.., 2! ~.. VI i I · I. . I .. II en o ~ ~ : ~ ~ ~ ~ ~ ~ N ~ - .. ffi ~ i · ~ ~ u i ~ ~ ~ ~ i ~ ~ ~ ~ ~ ~ ~ ; ~ ~ ~ ~ ~ 9 ffi .. U ~ ~ ~ ~ w ~ ~ ~ ~ ~ ~ ~ i ~ ~ .~ ~ ~ ~ ! I s ~ ~ ~ ~ ~ ~ ~ 8 Z N ~ g L.l g .. to Z ::> ffi .. ~ ~ ~ on on e ~ '" ~ .. " ....l ~ -;s- t'^ y .J..- J.~ ~t' .,.... ~ b ~ ~ I I m I I i \ I ~ I ~\ II \ i! I; , i I ''--- -MiO--~ ----+- -- --------------- -133~iS ",l M'N- 2001 COMBINED RENTAL CYCLE FORM 5 LOCAL GOVERNMENT CONTRIBUTIONS Pi'lge 7 of 11 20 Points --) LOCAL GOVERNMENT VERIFICATION OF CONTRIBUTION FEE WAIVER No credit will be given for fee waivers unless the computations by which the total amount of each wa,ver is determined accompanies this verifiC8tion form in tne Application Name of Applicant Name of Development Address Amownt of Fee Waiver Boynton Associates Ltd Boynton Terrace Apartments 700 N Seacrest Blvd, Boynton Beach FL 33435 $87 '10900 Complete the following The Ci:y (City;r County) \pproval 1/25/01 cite Ordin;)l'lcQ or RcoollJ1ion NUIY\ber ;)t'.d Oat4~ and Bui.lding Permit Fees $6 t ,609 This will resJlt in a savi:"lgs of $ 87.109 for this Development. No consideration or pi-Jrrise of consideratIon has been given w'th respect to tre ~ee waiver For ~urposes 0' tre foregoing the promise of provIding affordable housing does not cor.Slitute corsideratio'1 Th:s fee waIver is provided specificalllj with respect to the proposed Development. of _~oynton Beach (Name of City or County) has Naived the follovving fees pursuant tc C.; ty r.On'l.,t ": ~:>.ion (~~ferenc' O~fi(:i.., l\.cticn, Tipping F~es at Landfill $25.500, '-/ The Following gevemment ooint of contact eM verlf" the above stated cont~il::ution Name of Government Contact: Wilfred J Hawkins Add-ess. 100 E. BoyntoTl Beach Blvd Bov."ton Beach, FL 33425-0310 Telephone Number' (561) 742-6010 CERTIFICATION ! certify that e foregoing information is tr..;e and correct. KURT BRESSNER CITY MANAGER BOYNTON Rr:ACH Fl ?RINT or TYPE Name ' Signature (5611 742-6010 Telephone Number PRINT or TYPE Title NOTE TO LOCAL GOVERNMENT OFFICIAL: Infr1lstn.lcture or other improvement. or waive,. that lire not speclfica~'i made for tho benefit of this Development !Jut are ins-.ead of general benefit to the area in which the Development is locCl.ted wi!! NOT qualifv as a contribution to the DevelopmQnt Further the fact that no impact fees or other sllch fees are levied by II local jurisdiction for ANY type of development DOES NOT constitute II local Government Contribution" to the proposed Development Similarly if suc:h 1"a ARE Icwicd by the local jurisdiction but.the.nature of the proposed Development exempts It (e g., typically ;:l Rehabilitation Development is not subject to impact fees) for purposes of this form, no local Government Contribution exists end no points will be awarded THIS FORM MUST BE SIGNED BY THE MAYOR, CITY MANAGER, COUNTY MANAGERiADMINISTRATOR. CHAIRPERSON OF THE CITY COUNCIL/COMMISSION OR CHAIRPERSON OF THE BOARO OF COUNTY COMMISSIONERS OTHER SI~NATORlES ARE NOT ACCEPTABLE. THE APPLICANT WILL NOT RECEIVE CREDIT FOR THIS CONTRIBUTION IF THiS _, VERIFICATION FORM IS IMPROPERLY SIGNED AND/OR DOES NOT HAVE AN ORIGINAL SIGNATURE IN THE ORIGINAL APPLICATION. NOTE. 00 NOT 'SCAN. IMAGE' RETYPE OR OTHERWISE ALTER THIS FORM IT MAV BE PHOTOCOPiED Sign;)turcs in BLUE INK Aro PrQforrQd 7.0 r1 ON ~'t1 ~ W~ on ~n 1~J r;r7-nl-~~~ "- The City o.f Boynton Beach OfFICE OF THE. CITV MA'VAGLR 100 F.. IIn.}''''''" Bt'~h B~"",r,.J P.(J 8_ 310 Btry""o" 9#.-'0, Flnrld4 :1.14:1.$-0310 Ciry Mml{'g~r', Offi<<; (561) 742..6010 FA.~ (561) :/42-6011 ~.,_il, city 1fIII"(I~tI'''''Y,.t,..-buJ.JI.fl.US __d.bDy"t_-w4r1r.fl. us .o(!)~ 'V~ON €> February 5, 2001 Florida Housing Finance Corporation 227 N Borough St., #5000 Tallahassee, FL 32301 RE. Boynton Terrace Apartments Dear Sir/Madam --- This oorrespondence is intended to convey the City's support of efforts to revitalize and enhance the above referenced housing development, w'1ich is located within our Community Redevelopment Area (eRA) and is targeted for neighborhood revitalization by our local government. This letter shall also serve as the Letter of Award of our financial commitment to the Development. As evidence of this support, the City of Boynton Beach is giving waivers (see attached worksheet for calculations) of the following fees. - WaiVing of Building Permit Fees - Waiving of Tipping Fees at Landfill $61,60900 $25,500 00 The proposed rehabilitation of this development is important to the City of Boynton Beach. Should you have any questions please give me a call Sincerely, ~ Kurt Bressner City Manager Anlc"'ctl'~ Gatewny td fill! Gulfslr(!(.l,ff en ..l ONi VWJ tl <"'l ('(i '"1'" r ............. "T 2001 COMBINEe RENTAL CYCLE FORM 5 LOCAL GOVERNMENT CONTRIBUTIONS PagG 10 of 11 20 Points ,-I LOCAl. GOVERNMENT VERIFICATION OF CONTRIBUTION OTHER CONTRIBUTIONS Name of Applican. NDme of Development Address Amount of Cortribut:on Boyntcn Associates Ltd Boy!"ton Terrace Apar:ments 700 N Seacrest Blvd Boynton Beach FL 33435 69 845 Complete the fol!owin;: ihe City of Boynton Beach has provided a local contrioutiol'1 (City or County' (Name of City or Count,,) for the Development refer$nced abova in the form of' DO/'\ati01'l of Landscaping Materials $50,000; Do~a~!g~ Dumpsters during Rehab $19.845 Name or description fer example, donation of land. (NOTE denSIty bonJs is NOT considcrec a LOCIl: GOl/ernmen' Contribution. ReducQo pllrkin~ requirer'lents are NOT considered a Local Government Contribution except f~r- (a) nQ'N construction or rehabilitation Development:! which ate Elderly Developmenls _!'d/er Dlwelopments located In areas tl.lrgetcc! for in-fill hO\Jsing or nei~hborhcod rellltalizatlon by tha local or state govsr,m(lnt, O1nd (bl the bcal governmer.t I~rifics that the existing code would reql..ire the additionai parking. and (c) thGl local !;overnmcrt vedfies tha+ t"ll!! p1lrking r~quil tmcnts were waived specifically for ,he subject Development. Thi! viII r~s....lt In a savings of $ 69,845 ~or tr.is Develop!Tlent. The a~ount of this contributior was caleufated a9 s",own behind the tab labeled MForm 5, Exhi:,it B W No cor.sloeration or promise of consideraticn has been given wi':h respect to the contribution For purposes of the foregoing the promise of pro\'/iding affordabla housing does not cC:"Istitute consideration TI'.is contribution is provided specifically with respect to tne proposed Developrren. NOTE: If contr'bution i" in the form of a dcr.at:on ;)f land, tre talue wi!: !:la that of the lo:~1 County Fro;>crty Tax Ascess::' Attech prcp~rt"! ta'< l:;l~ 01 othor document;t,io~ from ,he lor.al Pr:)pe~y Tax A$sesso' Any su;h contribution cl:llmed on this 10r'l'1 mv"t be based upon :l!;!.;o.se1 v~!ue, and doc\Jmentlltion m\.lst be ~rovided with ~hi$ fo~m which clllrrOl'lstrttes t!)C Methoc for and calcul,tlo'l of ,he claimed ::cr,tributio" '--- The Following governmert point of contac+ can verify th~ above stated contributic:' Name of Government Contact: Wilfred Hawid'ls Address: 100 E. Soynton Beach Blvd. Boynton Beach, FL 33425-0310 Telept'lMe NUr.1ber [561 J 742-60 0 KURT BRESSNER CITY MANAGER BOYNTON BEACH, fl Signature PRINT or TYPE Name "5b\ 14(']. bOlO Telephone Number PRiNT or TYPE Title NOTE TO LOCAL GOVERNMENT OFFICIAL: Infr3Structurc or other improvements or w<,illers that are not 81)ecifically made for tho bonefit of this Development but are ins1ead of general benefit to the !lrea in which the Deve!opmenl Is located will NOT qualify as a contrlbutlon to the Development. Further the fact that no impact fees or other sucn fees are leviod by a local jurisdiction for ANY type of development DOES NOT censtitute a "l..ocal Government Contribution to the propolled Dcwlopment. S:mitarly if such fees ARE levied by the loeal jurisdiction but tt!e nature of the proposed Developml!nt exempts it (e.g., typicaDy a Renabili141tioll Development Is not SUbject to impact f~$I. for purpOU$ of-tni,. 1<:nn, no "Local Government Contribution elCist$ al'ld.no points ....i!l be aW:lfdeo THIS FORM MUST BE SIGNED BY THE MAYOR, CITY MANAGER. COUNTY M.'\NAGERJAOMINISTRATOR, CHAIRPERSON OF THE CITY COUNCILfCOMMISSION OR CHAIRPERSON OF THE BOARD OF COUNTY COMMISSIONERS. IF THE CONTRIBUTION IS FROM A LAND AUTHORITY ORGANIZED PURSUANT TO CHAPTER 380.0663. FLORIDA STATUTES, THIS FORM MUST BE SIGNED BY THE CHAIR OF THE LAND AUTHORITY OTHER SIGNATORIES ARE NOT ACCEPTABLE THE APPLICANT WIll NOT RECEIVE __ ~REDIT FOR THIS CONTRIBUTION IF THIS VERIFICATION FORM IS IMPROPERLY SIGNED AND/OR DOES NOT HAVE AN OR10lNAL SIGNATURE IN THE ORIGINAL APPLlCA nON NOTE: DO NOT SCAN. 'IMAGE' RETYPE OR OTHERWISE AI.TER THIS FORM IT MAY BE PHOTOCOPIED Signatu~s in BLUE INK Are Preferred r.'" J 'i"\l.-l I,i~.i !I..I I" <"'(\. 1'1! '''(''''_I'\'_j-l The Ci9' of Boynton Beach on'ICE OF THE CiTY MAN.4.GER ____ 100 E.. "~"t_" BIIMA B"..In-",.,/ po. BN: 3JO S"YlOt... ~..m. Fl"ritl" 33425.0:1 10 City M"It,,!er~ Off-: (561) 742-6010 FAX: (56J) 742-6011 e-1Ni-U1: dty. _Htt~ri.llaynt.Dn-u-clo.fl.'1& _.ci.lHyllt"".wncTt.fl. ru ~~;~-r?\ ! J '- //../ ." _/","" iON 0 February 5, 2001 Florida Housing Finance Corporation 227 N Borough St.. #5000 Tallahassee, FL 32301 RE. Boynton Terrace Apartments Dear Sir/Madam ',--, This correspondence 1$ intended to convey the City's support of efforts to revitalize and enhance the above referenced housirg development, which is located within our Community Redevelopment Area (eRA) and is targeted for neighborhood revitalization by our local government This letter shall also serve as the Letter of Award of our financial commitment to the Development. As evidence of this support, the City of Boynton Beach is giving the following donations - Donation of Landscaping Materials - (at minimum $50,000 not to exceed $65 000) $50,000 Donation of Dumpsters during Rehab - (see attached letter) $19.845 The proposed rehabilitation of this development is important to the City of Boynton Beach Should you have any questsons please give me a call Sincerely, ',-, CI~Y jF BOYNTON BEACH .,,~V~ Kurt Bressner City Manager Am.er;ca's Gateway t(J fJt~ Gulf$t~f.(.Jff' Cf'I ,1 'mi \'l-lJ U J C'r: cr "J:"I T r '.'H~"" _ ('I ! _ '.J _...: Tile City of Boynton Beach ~ Public Works Department ..&J6-~ 22.2 NE ~ Ave. · · Boynton Beach, Floritla 33435 Plume # (561) "42-6200 FAX # (561) 742-6211 City of Bo}nton Beach Department of Pubhc \Vorks Boynton Terrace Apartments -- Dumpster Cost Calculation EstimateJ numher of dumpsters/roll offs as per relfabiltation developer ,s between 48 to '0 thus assume 49 pulk Cily of Boynton Beach price per unit =- S 125 per pull plus $14 00 pcr yard ( transport to SW A). Assuming 20 CLI. yd. roll offs (common with rehab work) .-/ Price per roll off= $125 + (20 X $14.00) = $405 per load Total price for <lll loads"" $405 times 49 = $19,845 ',-, on -l '(')"1 YH.l 1.1-1 Qn en 'Jr: "'\0/_('T _;u:.. 2001 COMBINED RENTAL CYCLE FORM 5 LOCAL GOVERNMENT CONTRIBUTIONS Page 10 of 11 20 Points ---' LOCAL GOVERNMENT VERIFICATION Of CONTRIBUTION OTHER CONTRIBUTIONS Name of Applicant: Name of Development Address AmoL..:"lt of Contribt.:tion Boynton Associates. L~d Boynton Terrace Apartments .200 N Seacrest Blvd Boynton Beacn, FL ~3435 353,196 80 Complete the following The City ~f Boynton Selilch has providlld a local cOTltribu~ion [City or County) {Name of City or County, for thfil Development refere"lced 300VQ in the form of: Reductior in parkin!l requirements Name or description, for example. do",ation of land. (NOTE. density bonus is NOT cor.side~ed 8 Local Govlilrrment Contribut!on Reduced ;:larking reQuirements are NOT corsic1ered a locai Govarnr.'llnt Contributior exeep' for' (ell 'lew construction or rer,abilitatlon Developments which are Elderly Developments and/or P/lvclopments located In ;lrGaS targeted tor hl.1111 housirg or neighborhood revitalization by the local or state governmellt ~nd (:1) the loeal government verifies t!1.:lt ttle existing code would require the :!cdit:onal parking and (el the loc.aJ government verities that the parking reqLi'emel'lts were waived specifcally for the subject Development, This will result in e savings of $ 353,196.80 for this Developrrent The amount of this contribut:on was calculated as shown behind the tab labeled 'Fern 5, Exhibit C " No consideration or promise of consideration has been given with respect to the contributIon For purposes of the fo"egoing, the promise of providing llifordable housir.~ does not con$titu!e consideration This cO:"ltribu~ion is provided specifically with respect to the proposed Development NOTE: t contributi;m is in the form of :l dM.!Itio'l 01 land. the 1I.IU8 wUI be th~t 01 the local County Prc~e'ty Tall A&S8S~Cr .A.teach property t(l" b~1 or ether dOC\,lmentation from tho local Property TalC A!5e~snr Any ~uch eol'ltlibution Cllli'lled on this form mu;~ !)Q b~scd UDO<! assess,d valul'. and documentorticn rr.~st be provided wit" thi~ form which de,.,o,.,~tr~tcs ~l1o method for llnd clIlcu:.nion cl the:: claimec c)ntribu1ioT'. .-.-/ The FollowiniJ government point of contact C8:'\ verify the .!bo\Je stated contribution: Name of Govemment Contact: Wilfred Hawkins Addr4~Ss: 100 E. Boynton Beach Blvd. Bovnton B&3Ch; Fl 33425-0310 Telephone Number~ (S61' 742.6010 CERTIFICATION I certify tha foregoing information is true and correct. KURT BRESSNER elf'( MANAGER BOYNTON BEACH, Fl Signaturra PRltJT or TYPE Name '5b1.14.,.- ~Ol 0 Telephone Number PR!NT or TYPE Titl. NOTE TO lOCAL GOVERNMENT OFFICIAL Infrastructure or other improvements O' waivers that are not specifically m8de for the benefit of this Devalopment but are instcad of general benefit to the area In wl1lch the Development is located will NOT qualify as Il Gontribution to the Development Furtner the fact that no impact: fees or othGr such fees are levied by a local jurisdiction for ANY type of de\felopm.nt DOES NOT constitute a "Local Govemment Contribution" to the proposed Developmerrt. Similarly if such fees ARE levied by the local jurisdiction blrt the nature of the proposed Dcvelopment exempts it le.g., typically. II RehabAltatiol"l Dovolopmont is not subject to impact fees), for purposes of this form, no local Government Contribution" exists lInd no points will be awarded. THIS FORM MUST BE SIGNED BV THE MAYOR, CITY MANAGER. COUNTY MANAGER/ADMINISTRATOR. CHAIRPERSON OF THE C1TY COUNCIUCOMM1SSION OR CHAIRPERSON OF THe BOARD OF COUNTY COMMISSIONERS IF THE CONTRIBUTION IS FROM A lAND AUTHORITY ORGANIZED PURSUANT TO CHAPTER 390.0663, FLORIDA STATUTES. THIS fORM MUST BE SIGNED BY THE CHAIR OF THE lAND AUTHORITY OTHER SIGNATORIES ARE NOT ACCEPTABLE. THE APPLICANT WILL NOT RECEIve \ ~ CREDIT FOR THIS CONTRIBUTION IF THIS VERIFICATION FORM IS IMPROPERLY SIGNED ANDiOR DOES NOT HAVE AN ORIGIN.Al SIGNATU,",E IN THE ORIGINAl. APPLICATION NOTE: DO NOT SCAN' IMAGE' RETYPE OR OTHERWISE ALTER THIS FORM. IT MAY BE PHOTOCOPIED Sign:Jture$ in BLUE INK Are Preferred. )('1 ..l 'rn-1 \'l-I-l U..l Rn en ~~i r1r'-nT-~JU DEPARTMENT OF DEVELOPMENT Planning and Zoning Division ~ . BuOdlng . P!;mning'" Zoning . Occupation;!1 Licenses . CommlJnity ~vtI!Jopment February 23, 2001 Florida Housrng F nance Corporation 227 N Borough Street, #5000 Tallahassee, Fl 32301 RE Boynton Terrace .Apartments (ZNCY 00-(20) Dear Si r or Madam In support of the above referenced housing development. the City of Boynton Beach has accepted and processed an application for a variance to provIde relief fror; the Goy of Boynton Beach lc.nd Development Regulations, Chapter 2, Zoning, Section 11 Supplemental Regulations, H. 16. a. (2) , requiring a minimum parking space ratio of 2 spaces per unit, to alloN a reduction of 58 spaces or a 1.3 space per unit variance. This correspondence is intended to convey the City's support of efforts to revitalize and enhance the above referenced housing d~\'elopment. '- Please refer to the attached caiculations assoCiated with the City',; support of the development. The proposed development project is located within the City's Community Redevelopment Area (eRA) and :5 targeted for ne:ghborhood revitalization by our local government. The proposed rer.abditation of this deve:opment is important to the Cit\' of Boynton Beach. Shadd you have any questions, please contact me at (561) 742-6260 Yours tn.Jy, -M-C:- Michael W Rumpf, Planning and Zoning Director \\ct-r ""lA//'. ISHRDA or A\f'10lI'\11Ing'5H,A,JEOIWr"l'RO)ECTS\flovr.t:)"l Te'T~::e .~plS. (lNCVl\DOlr!ller.ccc"dot -/ City of Boynton Beach. 100 East Boynton Beach Blvd., P.O. Box 310 . Boynton Beach, Florida 33425.0310 Phono: (561) 742-6350 . www.ci.boynton.bgach.fI.us P('I -l 'i1M vl-I.l U.l Rn en ~1' l'r7-nr-~J~ - - ,-' Fn .~ Page 2 ATTACHMENT TO CONTRfBUTION LETTER BOY'JTON TERR,~CE APARTMENTS RequIred rumber of spaces Less Re:ief of Parking spaces Numbt:~r of Parking Spaces ReqJired Estimated cost per space T etal Contributio'l $ 6,089 60 $ 353.196.80 Per spClce = 440 sq ft. @ $13 84 per sq. ft. This indudes. Stabalized Sub Base Limerock Base 1-1/2" Asphalt Parking Space Stripping Parking Bumper liJ,J Y!-l~ FebrLary 23. 200 168 58 110 I.IJ ~n en 1,1 "'r"''' _J _ FACSIMILE CITY OF BOYNTON BEACH City Hall, West Wing 100 E Boynton Beach Blvd POBox 31 0 Boynton Beach, Florida 33425 (561) 742-6260 (561) 742-6259 Fax From the office of Planning & Zoning TO Jeff Williams FAX ~908-5762 FROM Dick Hudson DA TE June 21, 2002 NUMBER OF PAGES (including cover) 2 RE Boynton Terrace Jeff, Tim Large, BUilding Code Administrator (561) 742-6352 He is the person who will make the determination Work with him to determine how best to get the project through to benefit all parties If you receive this fax in error, or experience trouble with transmission, please notify our office immediately, at (561) 742-6260 Thank you 3401.5.4 3401.8.1 1 3401.5.4 Non-QualIfied BuIldmgs The provisions of 3401.5 I 3401.5.3 shall not apply to the following: 1 New buildings constructed in a histonc district; 2. New additions to historic buildings 3 BUildings that are reconstructed, 4 Institutional occupancies such as hospitals, nursIng homes, mental hospitals, detoxification faCIlItIes, jails and correctional mstitutions 340Uj Maintenance. All buildings, structures, electrical, gas, mechanical and plumbing systems, both existmg and new and all parts thereof shall be maintained in a safe and samtary condition. All devices or safeguards which are reqUired by the technical codes when constructed, altered or repaired, shall be maintained in good working order The owner or his designated agent, shall be responsible for the maintenance of buildings, structures, electrical gas, mechan- ical and plumbing systems. 3401.7 Application to existing buildings 3401.7.1 Additions 3401.7.1.1 When additions, or alterations increasing floor area, are made to an existing building, and the addition and existing buildings are separated by a fire wall, the addition shall conform to all the requirements of this code applicable to a building of the area of the addition. 3401.7.1.2 Where the existing building and the addl tion are not separated by a fire wall and the area of the addition is 25 percent or more of the area of the exist mg building, the existing building and the addition shall be made to comply with all requirements of thiS code for a building of area equal to the combined area of the addition and existing building. Exception. Existing buildmgs shall not be reqUired to be upgraded to the structural requirements of the code in effect on the date of application of the per mit for the addition. 3401.7.1.3 Where the existing building and the addi tion are not separated by a fire wall and the area of the addition is less than 25 percent of the area of the exist- mg building, the addition shall conform to all require- ments of this code applicable to the building of the combined area of the existing buIldmg and the addI- tion, and the eXisting buildmg shall conform to the requirements of this code applicable to facilIties for means of egress and automatic fire-extinguishmg sys- tems for a bUlldmg of the combIned area of the addition and existIng bUlldmg. 3401. 7.2 Repairs and Alterations ~ 3401.7.2.1 Repairs and alterations not increasmg the ~ area of the building, made within any 12 month period, shall be as set forth in thiS section. ~i0 3401.7.2.2 Structural repairs and alterations, the cost of which does not exceed 25 percent of the value of the eXlstmg building or structure, shall comply With the 34.2 reqUirements for new buildings or structures except that minor structural alterations, with the approval of the building official, may be made of the same maten al and degree of fire-resistivity of which the buildIng or structure IS constructed. cY;- 3401.7.2.3 Non-structural repaIfS and alteratIOns exclu- sive of fixtures and furniture, the cost of which does - not exceed 25 percent of the value of the existmg build- mg or structure and which do not affect egress or fire resisttvlty may be made of the same material of whIch the bUlldmg or structure is constructed. 3401.7.2.4 The replacement of garage doors, extenor doors, skylights, operative and inoperative windows shall be deSigned and constructed in accordance with Chapter 16 of this code. ~ 3401.7.2.5 Repairs and alterations amounting to over 25 percent but not exceeding 50 percent of the value of the existing buildmg may be made during any 12 month period without making the entire existing build- ing comply provided such repairs and alterations com- ply with the requirements of this code for a buildmg of - like area, height and occupancy ~ 3401.7.2.6 When repairs and alterations amountmg to more than 50 percent of the value of the existing build- ing are made during any 12 month period, the building or structure shall be made to conform to the require- ments for a new building or structure or be entirely demolished. Exceptions: 1 Provided there is no change in occupancy foundations, slabs, tie beams, tie columns, reinforced masonry and masonry walls erect ed in compliance with the code under which the buildIng was constructed. 2. Those property Improvements involuntanly altered by right of eminent domain need only to meet the requirements of the code in force at the time of original construction. 3401.7.3 Structural Determination. For purposes of 3401 7 structural shall mean any part, material or assem- bly of a building or structure which affects the safety of such building or structure and/or which supports any dead or designed live load and the removal of which part, mate nal or assembly could cause, or be expected to cause, all or any portion to collapse or to fail 3401.8 High Velocity hurricane zone application to exist ing buildings 3401.8.1 General 3401.8.1.1 Existing buildings or structures to which additions, alterations, repair or changes of group of occupancy are proposed or intended shall be made to comply With all the requirements for new bUildIngs or structures of like area, height, type of construction or group of occupancy, except as provided in this Section FLORIDA BUILDING CODE - BUILDING f1 i2 'S Ylc;.:~s /6 -/J-O~ ~.,..si-~ }r-(t!!.~~~ . d U (50 ~~-s .,6 r~'po....:-t.J R--CJI(';CO-~ rfOfr~s /cCZ..~;nc.. Jl1ca_-a./~rl -fa.r5<:.Ar-- ,r~~ ~ S;t<--r, . J .v. K~---f- ;;;V~ ~ ..II' "-'fI- ~y 4,/c... 71.. i.r-s ~ v~fJCM.d2 ifjJr$--,,:;- ~lc.bl~ / .Q~h~ .-r I'""---L- /' ----L:. //)' / V; s ,CY'O- - Jrr; ~ """' rt /" ?14rf "/ ,a" 7)1 -;b-- ~- (0 F) . ' Y-<<"..l~.-frt:ov-..- i ~~S' "t- ccs-f cYc.J("'# 5 CC/'v..STr-<.J<-.7t"^'- al ~ . 3/ CU-JY"~f ~c:N\..Q.s +- A.bl Seryic.~ ~ curr=__.'f iY'lt..6~ ~'\o'I..~~ ~ fk-(~ 4.Ni--ft'( ..1<::$cs- ~ ~v"'"i~fl ~'^-(fr ~~-f tP-"YlC'Q.f"", I .;; ,,~c....C :s~.v~)- ~..,( ~n~ t.5 -,t j;e- y' c.::...r-fip c::...Q ~ GJk.x /l{c-v-O ~~ ;J1 q,sry "'Nk<:-r -4Jko - =-<1" "- ~;-1f -iL 2=- ~ 0-'1e '" ~ 'tjc.J ~5 /;e..c: K ('.... Sc-rU?c::.c:. ~,k QYi Y t's pt;f-~--& ~y ~=r ~'nOJ<:.-~ +- .IJt ~~^c---f A<NcrQ...~ -r7,1J rJ~ II~o.MJ ~ ..,...C: n 'r, "'t-y- f~~ ~c,~,P - 7~ Cr&r~~/ :/ ~~ c___m6~':) -4 "'ciJ i~ kS;'(j_ rf' ~ \/~ r ~o/t' ",f Z-;y ~ 1'--: J\'~ j~ ~J;'~~ - /f: ~I' =---I''-:~~~: /5 ~"r's ~' IJ t.J7T~ - ~-="~ /'~r t6 e-=- a-r'Y5~~ 0~ rfJ v-c~ r 'eJ- r-ce..{ - pc- r ;M I1-nJl r6rr /' vJ t.s '\f\ 'r /Fl.Jc.dAO; 'J err.-,( _5~rfe- 5~-c.... f>~y- ~iJ~J i> t<: dJ;scus~ o--T hz-Ic-,?< TVJ<!r.77tr.. ~7~~- r6 /'?=:-~ -X-ff {..J//C"-IY>J ~ ,2kcrr f-~,,- ?f" ~U ~.'"\ -'\ r l' ~k.t.:CZ- -r~4~J~L=---~1J2i1~ -lkx~~l1L__I~ IS- !Z@7,-- ___ J ! 7--.1A~ _ _~~L___~ '. ______________________~~_.______ -----;UruJ~. --=r.,\~ -------------------- ------- .__~_:w I \~d ++a~'! k Lfl.S____C ~~[).~ n1j_r.;,J)gce-______________ .~'lc~t\l ~b.s _~'-~2.-c/..t:h~-c~.Jfp"b--------- 1.: %:-~_~~-~ \A~~~~ ________ ---~-~~~~--~~----t'\~\-C~t-v-----.----.- -- - -.-- -___ ------- ___ j . C:--ICJk,E - ~IE-U -;p~.. ::~4L PcLfe;?1 s:&: ~ij-HU/JL_c/~##uE'H~/" ___~_______ !li/~-&~E) J!/;e;e,e;LJ ~~U#"71- . -:Z;:;~1b.n~;/_ ____________--___~~_~_ " /1{~ R<--E:L?-f!. ;P >f- _~_ ___________ i ! ! , ; . , I , I,' , i , , , i ; J. i Iii j j I 1 I ; jij I. l!l ~~t I , I , , , '1'1 it .'1 Ii! ':1 Iii ::1 ~ II! ~ l' 'i ! : I ; ! I I I ! I ~ I I I!l pI I Hudson, Dick (Orran) Subject: Location Start: End Recurrence: Meeting Status. Required Attendees. Optional Attendees. Heritage Co - BoyntonTerrace Pre-App PZ Conference Room C Wed 12/18/2002 1'30 PM Wed 12/18/20023"00 PM (none) Meeting organizer Hawkins, Wilfred; Greene, Quintus, Rumpf Michael Galav Lusia, Hudson Dick (Orran) Johnson Eric; Large Tim DeCarlo Dan Hall Ken Kelley David Contact: Mike McPhillips (AA - Beth) at 321-799-4090x210 1 The City of Boynton Beach 1:.........'..'...."........".'.......... ~~r I))O~"v....~0 ION 0 NEIGHBORHOOD PROJECT SPECIALIST Office Of The City Manager 1 00 E. Boynton Beach Boulevard PO Box310 Boynton Beach, Florida 33425-0310 OFFICE. (561) 742-6028 FAX. (561) 742-6259 e-mail.decarlod@ci.boynton-beach..fl.us www.ci.boynton-beach..fl.us February 21,2003 Mr Keith Roberts The Hentage Companies 5505 N AtlantIc Avenue, #115 Cocoa Beach, Flonda 32931 Dear Mr Roberts. Please be mformed that the city is currently reviewing the Boynton Terrace project as a minor site plan modIfication. We are working wIth Hentage's agent Mr Jeff Williams to insure Its tImely progress as we feel the project IS an extremely important part of the Heart of Boynton redevelopment actlvIties now underway in our CIty I am followmg up on behalf of the CIty commissioner for the area surrounding your proJect, Mr Mack McCray, who wants to work WIth the neIghborhood, the pohce department and the Boynton Terrace development in establishmg a hIgher degree of pohce presence m the immedIate vicinity After revIewIllg plans for the proposed renovatIOns and new clubhouse, Mr McCray wanted city staff to explore with Heritage Companies the possibility of establishmg a police sub-station or office in the new clubhouse once It IS completed. The police department would use the office for writing reports, establishing good relations WIth the reSIdents and neIghborhood and generally providing a positive presence in the area. We would perhaps like a small sign designating the location as a police sub-statIon for the city as well. The city feels thIs would encourage a better partnershIp with all parties involved and we would like to dISCUSS the Issue further with the appropnate people at Heritage who could help us in tills important endeavor to provide a safe, secure place for residents m our community Please contact me at your earhest convenience at 561- 742-6028 to dISCUSS thIS potentIal use of your new facihty ~~~ Dan DeCarlo NeIghborhood SpecIahst Cc City Commission Kurt Bressner, CIty Manager Wilfred Hawkins, Assistant CIty Manager Mike Rumpf, Plannmg and Zonmg Director Marshall Gage, Police Chief America's Gateway to the Gulfstream DEPARTMENT OF DEVELOPMENT Memorandum #PZ 02-305 TO Wilfred Hawkins Assistant City Manager THROUGH Quintus Greene ~ Director of Developmentu ( ~ r Michael Rumpl\tA - Planning & Zoning Director FROM DATE December 19, 2002 RE Boynton Terrace Apartment Proposed modifications and review Pursuant to your request, this memorandum is intended to summarize the status of this project, which began in January of 2001 with the issuance of a parking space variance The variance was requested as part of an effort to obtain competitive tax credit dollars earmarked for extensive site and building improvements As you know staff conducted a pre-application meeting yesterday with the current representative for the project, Mr Jeffrey Williams, to review the proposed site modifications that include the improvements that were made conditions of the parking space variance The proposed improvements generally include, as shown on the plans presented at this meeting, the addition of a community building, erection of a perimeter fence, installation of a security surveillance (camera) system, reduction and movement of project entrances, new dumpster locations, and building renovations (to include interior and exterior remodeling/renovations) Although the building facades are to be renovated, detailed elevations including colors, were not prepared at the time of the pre- application meeting Landscaping improvements are also planned for the project but were also not prepared at this time (staff provided some input on species as well as for consistency purposes, an excerpt of the landscaping plan of the modification to the nearby First Baptist Church) According to Mr Williams, the plans could be completed and ready for submittal within one to two weeks With respect to process, based on the information provided, it appears the project could qualify for processing as a minor modification In general, for processing as a minor modification, the proposed project should represent an increase in square footage of approximately 5% or less of the total project size, should not negatively alter building elevations, and maintain compliance with all local development regulations including the conditions on which the parking space variance was approved Compliance with the above-described criteria will be confirmed at time of review for minor modification Minor modification review is initiated, in part, with the submittal of four sets of site plans, is coordinated by the Planning & Zoning Division, and takes between one (1) to two (2) weeks to complete I would assume that the longer time period will be necessary for this review due to the magnitude of site changes being proposed, which will warrant the reviews by most TRC members Page 2 Boynton Terrace Apts Additional time could be required depending on the issues identified and to be resolved prior to the filing for permits, and the time taken by the applicant for plan revisions In summary, the minor modification process requires only administrative review and approval As for the updating of the Commission on project status, assuming the drawings are completed within one or two weeks, they could be presented to the Commission on January 21st as part of a project update I do understand that time is of the essence to the developer, and staff will therefore expedite any reviews as permitted by ultimate timeframes ~nd staff workloads Given the uncertainty of when the plans will be completed and submitted, and the approaching deadline for items (January 6th), I recommend that we process an agenda item request form for that January 21st Commission meeting, and react accordingly to the ultimate submittal of plans, and the applicant's availability to attend Lastly, as for public involvement, pursuant to a condition of the parking space variance, the developer is responsible for coordinating with the residents and informing adjoining neighbors relative to project progress, and is to "Provide the city with copies of correspondence exchanged with subject parties and documentation of meetings held and agreements made" I would recommend that this public involvement plan be submitted as part of the minor site plan modification request. I trust I have adequately responded to your request. Please confirm the understandings described herein, and advise relative to the necessary responsibilities and steps that are prerequisites of a presentation before the Commission S:IPlanningISHAREDlWP\PROJECTSIBoynton Terrace Apts. (ZNCV)lmeeting follow-up- Hawkins.dot PLANNING AND ZONING DEPARTMENT MEMORANDUM NO 01-006 TO Quintus Greene, Director of Development Michael W Rumpf. Planning ;;;f!!L Dick Hudson, Senior Planner~~ THROUGH FROM DATE January 11, 2001 SUBJECT Boynton Terrace Apartments Supplement to Staff Report (Memorandum No 00-351- ZNCV 00-020) Boynton Associates, Ltd , owners of Boynton Terrace apartments and applicants for a variance to the off-street parking requirements, have indicated that approval of their request will enhance their ability to compete for funding under programs of the Florida Housing Finance Corporation The following overview of those funding programs is presented as a supplement to the Staff Report of the Variance Review Timelines for each year's funding cycle are set by FAC Rule 67-48 For the current fiscal year, the application deadline is February 20th, 2001 There are three separate funding programs in each cycle State Apartment Incentives Partnership (SAIL), Home Investment Partnerships (HOME), and Housing Credits (HC) Both SAIL and HOME are mortgage programs while HC is a tax credit program Either of the mortgage programs may be combined with the tax credit program in making application to the corporation Both new developments and building rehabilitation programs are eligible for funding In order to qualify for the mortgage programs, the applicant must agree to maintain, or set- aside, a certain percentage of the total units for rent to families with incomes at a percentage of the median family income for the area (AMI), and also commit to ensuring the units' affordability for a minimum number of years These are as follows Minimum Set-Aside Minimum Total Compliance Period SAIL. 20% of the units for households earning 50 % or less of AMI, or 40% of the units at 60% or less of AMI if Development will also utilize housing credits 15 year loan term HOME 20% of the HOME* units for households earning 50% or less of AMI and 80% of the HOME * units for households earning 60% or less of AM I "The number of required HOME units is based upon the amount of total eligible costs financed with HOME funds. For example: If HOME funds financed 10% of the eligible costs, then 10% of the Development's units will be HOME units. 15 years for rehabilitation, 20 years for new construction HC 20% of the units for households earning 50% or less of AMI, or 40% of the units for households earning 60% or less of AMI 30 years, with an option to convert to market rate after year 14 Maximum Rents HOME. 20% of the HOME units must have rents that are the lesser of" Section 8 Fair Market Rents minus tenant-paid utilities or rents which are 30% of adjusted income for households at 50% AMI minus tenant-paid utilities 80% of the HOME units must have rents that are the lesser of" Section 8 Fair Market Rents minus tenant-paid utilities, or rents which are 30% of the adjusted income for households at 65% AMI minus tenant-paid utilities HC Rent for all housing credit units is restricted and cannot exceed 30% of the applicable income limitation for the surrounding area The rent includes tenant paid utilities The commitment that the units will remain affordable is documented within a "Land Use Restriction Agreement" Additionally, the apartment management must submit annual financial reports to the Florida Housing Finance Corporation and an annual inspection by representatives of the corporation is required Failure to comply with the terms of the agreement may result in immediate foreclosure by the corporation Since their inception, the programs have provided funding assistance to twenty-nine (29) developments in Palm Beach County "Boynton Bay" is the only one of the developments in Boynton Beach All 240 units in the development are set-aside for households earning no more than 60% of the median family income the commitment is for 30 years Funding applications for each of the programs have some requirements in common and each section of the applications has a maximum point value While the total points available under each program varies (667 for SAIL, 737 for HOME, and 632 for HC), an application must receive at least 475 points to qualify Greater weight is attached to the sections detailing experience of the development team (85 points), the development cost pro forma (150 points), and the developer's commitment to provide set-asides for a longer period than the minimum requirement (100 points) The "local government contributions" section of the application has a weight of 20 points (see Attachment "A") In order for an applicant to be eligible for any points for the "local government contribution", the contribution must be quantifiable, development-specific, and must result in a development cost savings To achieve the maximum twenty (20) points, the contribution must be equal or greater than a set amount, based on the county of the project location ($1,000,000 for projects in Palm Beach County) or 10% of the total development cost-whichever is less Applications that do not have the necessary contribution to achieve the maximum number of points by securing 10% of the total development cost in local government contribution are scored on a pro rata basis The local government contribution can range from infrastructure or other improvements made specifically for the project, waiver of normally imposed fees, or below market rate interest loans A reduction in the number of required parking spaces only qualifies IF the development is located in an area targeted for in-fill housing or revitalization by the local government and the local government verifies that the requirements are waived specifically for the subject development. In their application for reduction of the parking requirements from two spaces per unit to one space per unit, Boynton Associates, Ltd showed a contribution from the city estimated at $337,44438, which approaches 10% of the proposed $34 million total project cost. This would qualify the applicants for the maximum 20 points If the city reduces the parking requirement from two spaces to 1 3 spaces per unit the applicant would provide 110 spaces The city's contribution would have a value of $236,21077, which would be approximately 6 7% of the development costs Staff has determined that the remaining margin of approximately $101,000 could be made up through a variety of contributions that would benefit the project, without the dramatic reduction in parking The city is also exploring the possibility of acquiring adjacent property for donation to the project. This land could be used for open plan area, the possible location of the proposed recreation/clubhouse and space to accommodate additional parking if ever needed This property could accommodate an estimated additional 45 vehicles, which would increase the provided parking ratio from 1 3 to 1 85 spaces per dwelling unit. Potential alternative city contributions could include the following * . Waiver of building permit fees, . Waiver of tipping fees at landfill, . Donation of dumpster during rehab, . Waiver of construction meter fee, . Waiver of extension of water/sewer lines from meter to Community Center; . Donation of landscaping materials, . Purchase of adjacent property - $ 44,144 $ 25,500 $ 10,625 $ 250 $ 500 $ 50,000 $ 41.003 TOTAL $172,022 *These potential contributions were estimated in 1998 by the city when considering a previous request to support the renovation of this property and are currently being updated If the Commission supports this alternative variance, the conditions of approval should be amended to show the reduction to 1 3 spaces per unit, and to require coordination between the developer, the residents of Boynton Terrace Apartments, and the adjoining neighbors to adequately inform them of the proposed project and to reasonably attempt to address relevant concerns (see Exhibit "C"-Conditions of Approval) 1:\SHRDA T A\PlanningISHARED\ WP\PROJECTS\Boynton Terrace Apts. (D:CV)\Supplemcnt to Staff Report.doc ATTACHMENT "A" 2001 COMBINED RENTAL CYCLE SAIL, HOME and HC APPLICATION FORMS WHICH APPLY FOR ALL PROGRAMS FORM 1 FORM 2 FORM 3 FORM 4 FORM 5 FORM 6 FORM 7 FORM 8 FORM 9 FORM 10 Applicant and Development Data Portfolio Diversification and Geographic Distribution Experience of Development Team Development Funding and Economic Viability (Development Cost Pro Forma) Local Government Contributions Local Government Planning Efforts Development Feasibility and Ability to Proceed Resident Tenant Programs Commitment to Provide Longer Set-Aside leveraging FORMS WHICH APPLY FOR THE SAIL PROGRAM ONLY FORM 11 FORM 12 FORM 12.+6 Demographic and Set-Aside Commitment to PravieJe Set AsieJe Units Beyond the Minimum Set .l\.sieJe Seleated SJ3eaial Tar~etin~ Loan Request Statement FORMS WHICH APPLY FOR THE HOME PROGRAM ONLY FORM 13-+4 FORM 14+& FORM 15+6 FORM 16+1- FORM 17-l& FORM 18-1-S Commitment to Provide Set-Aside Units Beyond the Minimum Set-Aside Selected Uniform Relocation Act Match Funds Special Targeting Statutory and Federal Requirements Loan Request Statement FORMS WHICH APPLY FOR THE HC PROGRAM ONLY FORM 192Q FORM 20.2-+ FORM 2122 FORM 2223 FORM 2324 Commitment to Provide Set-Aside Units Beyond the Minimum Set-Aside Selected HC Equity leveraging Special Targeting Allocation Information Allocation Request Statement Total Points Available for SAIL Total Points Available for HOME Total Points Available for HC = 667 6&1- = 737 +22 = 632 ~ TABLE OF CONTENTS Page 1 of 1 -0- Points 2 Points 85 Points 150 Points 20 Points 5 Points 121 -lQ6 Points 44 Points 100 Points 60/20/Q,-tG Points 80W Points a6 Paints -0- Points 45 Points 10 Points 25 Points 95 Points 15 Points -0- Points 50 Points 30 Points 2530 Points -0- Points -0- Points Page 2 Auto Zone FIle No. NWSP 98-007 DEPARTMENTS INCLUDE REJECT t) Provide a guard gate and security cameras. ADDITIONAL CITY COMMISSION CONDITIONS 2. To be deterrnmed. MWR.arw S:IPLANNINGISHAREDlWPlPROJECTSIBOYNTDN TERRACE APTS. (ZNCV)ICOND. OF APPR P&D.DOC DEVELOPI\. .h I ORDER OF THE CITY COMML ~ IN OF THE CITY OF BOYNTON BEACH, FLORIDA PROJECT NAME BOYNTON TERRACE APPLICANT'S AGENT Jeff Kammerude / Mike Phillips APPLICANT'S ADDRESS 5505 N Atlantic Ave, #115 Cocoa Beach, FI 32931 DATE OF HEARING RATIFICATION BEFORE CITY COMMISSION January 16, 2001 TYPE OF RELIEF SOUGHT Zoning Code Variance - Parking spaces reduction LOCATION OF PROPERTY 700 N Seacrest Boulevard City of Boynton Beach FI DRAWING(S) SEE EXHIBIT liB" ATTACHED HERETO X THIS MATTER came before the City Commission of the City of Boynton Beach, Florida appearing on the Consent Agenda on the date above The City Commission hereby adopts the findings and recommendation of the Planning and Development Board, which Board found as follows OR THIS MATTER came on to be heard before the City Commission of the City of Boynton Beach, Florida on the date of hearing stated above The City Commission having considered the relief sought by the applicant and heard testimony from the applicant, members of city administrative staff and the public finds as follows 1 Application for the relief sought was made by the Applicant in a manner consistent with the requirements of the City's Land Development Regulations 2. The Applicant --L- HAS HAS NOT established by substantial competent evidence a basis for the relief requested 3 The conditions for development requested by the Applicant, administrative staff, or suggested by the public and supported by substantial competent evidence are as set forth on Exhibit "C" with notation "Included" 4 The Applicant's application for relief is hereby -----L GRANTED subject to the conditions referenced in paragraph 3 hereof DENIED 5 This Order shall take effect immediately upon issuance by the City Clerk. 6 All further development on the property shall be made in accordance with the terms and conditions of this order 7 Other DATED City Clerk S:IPlanmngISHAREOIWPIPROJECTSIBoynton Terrace Apts. (ZNCV)\Dev Order CC.doc Page 2 Boynton Terrace Variance Staff Report Memorandum No PZ 00-351 According to the applicant, the parking reduction contribution is calculated based on the actual cost of creating new parking spaces - Relief of parking spaces (variance requested) 84 - Estimated cost per space $ 4,01719* - Estimated total contribution $ 337,444 38 *405 sq ft. of paving per space including the necessary back-up area, at $ 9,919 per sq ft. (this includes stabilized sub-base lime rock base, 1-1/2" thick asphalt, parking space stripping and parking bumper) The following is a description of the zoning districts and land uses of the properties that surround the subject request: North Residential properties zoned both R-!-A and R-2; South Residential properties zoned both R-!-A and R-2, East Residential properties zoned R-2, West Residential properties zoned R-!-A. ANAL YSIS The code states that the zoning code variance cannot be approved unless the board finds the following a That special conditions and circumstances exist which are peculiar to the land, structure, or building involved and which are not applicable to other lands, structures or buildings in the same zoning district. b That the special conditions and circumstances do not result from the actions of the applicant. c. That granting the variance requested will not confer on the applicant any special privilege that is denied by this ordinance to other lands, buildings, or structures in the same zoning district. d That literal interpretation of the provisions of this ordinance would deprive the applicant of rights commonly enjoyed by other properties in the same zoning district under the terms of the ordinance and would work unnecessary and undue hardship on the applicant. e That the variance granted is the minimum variance that will make possible the reasonable use of the land, building, or structure f That the grant of the variance will be in harmony with the general intent and purpose of this chapter [ordinance] and that such variance will not be injurious to the area involved or otherwise detrimental to the public welfare City of Boynton Zoning Code Variance Application Item number 5, page 2 to ApplIcation. A. The vanance request for parkmg for Boynton Terrace Apartments IS partIcular to the land and bUIldmgs mvolved. We belIeve them to be specIfic and dIfferent to other land or structures wIthm our zomng dIStnCt because of the umque nature of thIS development. As documented herem by the property management company, RelIance Management ServIces, the resIdents of Boynton Terrace Apartments are predommately smgle fromly, WIth only two known mamed couples. ThIS provIdes for only approxImately 2% of the resIdents WIth two parent households, much lower than any state or natIOnal averages for smgle parent households. ApproxImately 60% of the resIdents utilIze publIc transportatIOn and do not own a vehIcle. AddItionally, thIS development IS of an affordable nature, WIth plans for sIgmficant rehabIlItatIOn should fundmg be approved m 2001 These Items contribute to the peculIar/partIcular nature of the land and bUIldmgs for WhICh the vanance IS requested. B The special condItions noted above are not dIrectly a result of any actions of the applIcant. c We do not belIeve that the grantmg of the vanance requested would confer any specIal pnvilege that IS demed by the Ordmance to other lands, bUIldmgs or structures m the same zomng dIstnct. D In our reasonable VIew, a lIteral mterpretatIon of the prOVlSlons of the chapter would depnve the applIcant of nghts that are commonly enjoyed by other propertIes m the same zomng dIStnCt under the terms of the Ordmance. An unnecessary and undue hardslnp would otherwIse be placed on the applIcant. E. The vanance requested to be granted IS the mmImum vanance that wIll allow for the reasonable use of the land and bUIldmgs as contemplated by the applIcant. F We belIeve that the grantmg of the vanance WIll be m harmony WIth the general mtent and purpose of thIS chapter and that such vanance WIll not be mJunous to the area mvolved or otherwIse detnmental to the publIc welfare. County of ) ) ) SSe State of On this day of , 1982, before me, the undersigned, a notary public in and for said county and state, personally appeared , known to me to be the person who executed the within instrument, and acknowledged to me that he executed the same. I I ( , ~ ,\ , II [SEALj . J ,l\) \1/' ) III I,State of "Ca /, /;"'1"1/-' ) I I County of {os 171"'1( ~ /(> s oJ ) ) } SSe On this 2.2 h.{ day of Oc I!I b~"". , 1982, before me, the undersigned, a notary public in and tor said county and state, 'personally appeared 15.,-..ue. E .M'4! /'0 ^ , known to me to be the II I (' e f~ f>1 c/~i1 f- of National Partnership Investments Corp., the corporation that executed the within instru- ment and known to m~ to be the general partner of Real Estate Associates Limited VI, the partnership that executed the within instrument, and acknow- ledged to me that National Partnership Investments Corp. executed the same as such partner and that Real Estate Associates Limited VI executed the same. ~EAIJ .4fvLi ~ _ . omCIAL SEAL SHELDON P BERGER NOT'AFlY PUellC CALIFORNi&. ' LOS ANGELES COUNTy .. "., ~ li><oires AlI'il l6. 1~~ (4)lO!22!82!PHA:aep!IIOl.008-7 A -41- Ltd Pship Ag TOTAL P 47 AMENDED AND R.ESTATED AGREEMENT AND CERTIFICATB OF LIMITED PARTNERSHIP OF BOYNTON ASSOCIATES, LTD. This Instrument Prepared By Real Estate Associates Limited VI 1880 Century Park East, Suite 919 Los Angeles, California 90067 (0)10/07 /82/PHA:to/l101.00S-7 A Cover Pg-LPA AMENDED AND RESTATED AGREEMENT AND CERTIFICATE OP LIMITED P .ARTNERSH!P OF BOYNTON ASSOCIATES, LTD. This Amended and Restated Agreement and Certifieate of Limited Partner- ship, dated this..J.L day of December, 1982, is entered into by and among: Jansen Properties of Florida, Inc., a Florida corporatIon, and Jeffrey A. Auslander, an individual (hereinafter eolleetively ["eferred to as the "Operating General Partner" or the "General Partnerl1); and Ralph Jansen, an individual, and Thomas J Duffy, an individual (herein- after eolleetively referred to as the "Speeial Limited Partner"); and Real Estate Associates Limited VI, a California limited partnership (herein- after referred to as the "Limited Partnerll) having as Its general partners National Partnerstllp Investments Corp., a. California cor-poration, and National Partnership Investments Assoeiates; with referenee to the following facts: A. The Operating General Partner and'Thomas J Duffy are, on the date hereof, all of the general and limited partners of Boynton Associates, Ltd. (the "Partnership!!), an existing limited partnership formed pursuant to the Uniform Limited Partnership Act as enaeted in the State of Florida (the "Governing Jurisdiction") B. The Partnership is the owner of the Property (as hereinafter defined), upon whieh the Project (as hereinafter defined) is proposed to be situated. C. The General Partner, the Special Limited Partner and the Limited Partner desire to effect the admission of the Limited Partner and Ralph Jansen to, the partnerShip, to continue the existence of the PartnerShip for the purposes herein described, to amend and restate in its entirety the Partnership's limited (3)lO/22/82/PHA:sm/llOl.008-7 A -1- Ltd Pship Ag partnership agreement and its limited pa.rtnership certificate, and to enter into this Agreement on the terms and conditions hereinafter set forth. NOW, THEREFORE, in considera.tion of the mutual covenants herein con- tained and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows: 1. DEPINmONS. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applIcable to both the singular and plural forms of the terms defined): 1.1 Affiliated Person. "Affiliated Persontl means any person, firm or entity 1 1.1 which owns or is owned by anyone (or more) ot the persons or entities comprising the General Partner in whole or in part; 1.1.2 which controls or is controlled by anyone (or more) of the persons or entities comprising the General Partner in whole or in part; 1.1.3 which is the parent, SUbsidiary or affilia.te of anyone (or more) of the persons or entities comprising the General Partner; 1 1 4 to which anyone (or more) of the persons or entities comprising the General Partner is a "related taxpayer!! as defined in Section 1313(c) of the Code; or 1.1.5 which then constitutes the General Partner 1.2 Breakeven. nBreakeven" means that for the relevant period the Partnership shall have received and maintained Cash from Operations (as herein- after defined) 1.3 Cash from Operations. "Cash from Operationsll means, with respect to any accounting period, the sum of all cash receipts of the Partnership properly attributable to such period from rents, lease payments, subsidy payments (including approved but not yet received), releases from reserves for repairs and replacement of Partnership property and any and all other sources relating to the Project, other than capital contributions of the Limited Partner, cash receipts trom tenant and trace deposits (except forfeited deposits), capital contributions of the General Partner, loans, sales, exchanges or other dispositions or refinancings of the Project or other Partnership property (including but not (2) 1 O/20/821PHA:sg/ll 0 1.008-7 A -2- Ltd Pship Ag limited to proceeds resulting from insured losses or condemnation or eminent domain proceedings except to the extent used for refurbishment or repair of the insured loss or damage occasioned by such condemnation), less the sum of all Operating Disbursements (as hereinafter defined) and less the sum of all Operating Disbursements from prior periods which have not been discharged; and the Partnership shall not be deemed to have received and maintained Cash [rom Operations ror such period unless such receipts exceed such disbursements. 1 4 Capital Contribution. "Capital Contribution" means $840,000 1.5 Code. The "Code" means the Umted States Internal Revenue Code of 1954, as amended. 1.6 Completion of the Project. "Completion of the Project" means the later of 1.6 1 delivery of a certificate from the Project's architect to the effect that the Project has been completed pursuant to the plans and specifica- tions therefor approved by the Governmental Agencies, as applicable, 8S ma.y be amended from time to time with the consent of the Governmental Agencies, as applicable, with all of the units and the Project ready for occupancy by tenants; and 1.6.2 Obtaining of certificates of occupancy for all of the units of the Project from the Governmental Agencies a.nd from the local governmental body or agency having jurisdiction, provided such agency customarily furnishes such certificates. I 7 Disposition. "Disposition" means any sale or exchange either in one transaction or a series of transactions to one or more bl..\yel'S pursuant to a plan of disposition formulated by the Operating General Partner, or other disposition, including but not limited to an involuntary disposition giving rise to insurance or other proceeds (except to the extent such proceeds are included in Cash from Operations), of all or any pa.rt of the Partnership's property. 1.8 Disposition Losses. "Disposition Losses" means all Losses resulting from DispOSItion. 1.9 Disposition Prolits_ "DISposition Profitsll means all Profits resulting [rom Disposition. 1.10 Excess Gross Rental Ineome. "Excess Gross Rental Income" means the PartnerShip'S gross rental income from the Project for any fiscal year, in an a.mount equal to the amount of Cash from Operations for such fiscal year. (Z)IO/20!82/PHA:sg/llOl 008-7 A -3- L td pship Ag TABLE OF CONTENTS NO. TITLE PAGE 1 DEFINmONS 2 1 1 Affiliated Person 2 1.2 Breakeven 2 1.3 Cash from Operations 2 1.4 Capi tal Contribution 3 1.5 Code 3 1.6 Completion of the Project 3 1 7 Disposition 3 1.8 Disposition Losses 3 1 9 Disposition Profits 3 1 10 Excess Gross Rental Income 3 III Final Acceptance 4 I 12 Governmental Agencies 4 1 13 In1 tial Closing 4 1.14 Investment Agreement 4 1.15 Mortgage 4 1 16 Net Fair Market Value 5 1 17 Net Refinancing Cash 5 1 18 Occupancy 5 1 19 Operating Disbursements '" oJ 1 20 Operating Profits 5 1 21 Partners 5 1.22 Profi ts and Losses S 1.23 Project 6 1 24 Property 6 1 25 Regulatory Agreement 6 1.26 Sixty Percent of Completon 6 1 27 Substitute Operating General Partner 6 2 CONTINUATION AND PURPOSE OF PARTNERSmp 6 2.1 Continuation 6 2 2 Name of Partnership 1 2.3 Recordation and Filing of Partnership Documents 7 2.4 Purpose of Business 7 2.5 Term 7 2.6 Place of Business 7 {O)l 0/07/8 2/PHA:to/110 1 008-7 A -i- T/C-LPA NO. 'l1TLE PAGE 3. CAPITAL CONTRIBUTIONS 7 3.1 General Pa.rtner's Contribution 7 3.2 LImited Pa.rtner's Capital ContributIon 1 3.3 Conditlon.s to Limited Partner's Capital Obligation 9 3.4 No Interest on Capital 9 3.5 Capital Withdra.wals and Returns 9 3.6 Default 10 3.7 Waiver of Partition 11 3.8 Withholding of Capital Contributions 12 3.9 Special Rlght or Withdrawal 12 4. PROFITS;, LOSSES AND DlSTRlBUTIONS 13 4.1 Alloca tion 13 4.2 Distributions of Cash from Operations 15 4.3 Distributions of Cash from Refinancing 16 4.4 Distributions of Cash from Disposition 16 4.5 Capital Accounts 17 4.6 Distributions in Kind 17 4.1 Division of Allocations and Distributions to General Partner 17 5. RIGH'l'Sy POWEllS AND OBLIGATIONS OF THE PARTNERSHIP AND THE PARTNERS 18 5.1 The Partnership 18 5.2 The Operating General Partner 19 5.2 1 Management of the Partnership'S Business 19 5.2.2 Compliance by Partnership with Laws and Regulations 19 5.2.3 Fiduciary Duties 19 5.2.4 Tax Actions 19 5.2.5 Affiliated Persons 20 5.2.6 Management by Substitute Operating General Partner 20 5.2.7 Action by Operating General Partner 20 5.2.8 Outside ActiVities 20 5.2.9 Indemnification of General Partner 20 5.2.10 Liability of General Partner 21 5.2.11 Insurance 21 5.2.12 Management Agent 21 5.2.13 Section 167(k) and Section 48{g) Compliance 22 5.3 The Limited "Partner 23 5.4 The Regulatory Agreement 23 (0)10/07/82/PHA:to/llOl 008-7 A -ii- T/C-LPA NO. TITLE PAGE 6 PAYMENTS TO OPERATING GENERAL PARTNER 23 6.1 Management Fees 23 6.2 Development and Sponsorship Fee 24 6.3 Reimbul"sement for General Partner's Expenses 24 6.4 No Reimbursement of General Partner 25 7 RELATlONSWP OF GENERAL AND lJMlTED PARTNERS 25 7.1 Limitations on Sale of Partnership Assets by General Partner 25 7.2 Net Worth of General Partner; Additional General Partner 25 7.3 Loans from the Partners 26 8. TRANSFERABILITY AND ASSIGNABILlTY OF PARTNERS' INTERESTS 26 8.1 General Partner 26 8.2 Limited Partner 27 8.3 Mandatory Retirement of General Partner 28 8.4 Acquisition of General Partner Interest Following Termination 29 9. ALLOCATION OF INCOME AND EXPENSB 29 9.1 Manner of Allocation 29 9.2 Transferee Limited Partner 29 9.3 An Election to Adjust Tax Basis 29 10 DlSSOLUTION -- DISTRIBUTIONS 30 10.1 Dissolution 30 10.2 Sale of Project -- Distributions Upon Dissolution and Termination 30 11 BOOKS OP ACCOUNT AND RBPORTS 31 11.1 Books or Account 31 11.2 Reports to Limited Partner 31 11.3 Fiscal Year 33 11.4 Bank Accounts 33 11.5 Tax Matters 33 (0)10/07/8 2/PHA:tol 11 0 1.008-7 A -iii- T/C-LPA NO. TITLE PAGB 11.6 Reports to Governmental Agencies 34 11.7 Financial Statements 34 11.8 Fa.ilure to Pl"ovide Reports 34 12. DEATH/INCOMP2TENCY OP LIMITED PAR'l'NER 34 13. GENERAL PROVISIONS 34 13.1 Amendments 34 13.2 Notices 35 13.3 Governing Law 35 13.4 Headings 35 13.5 Further and Additional Document~ and Reports 35 13.6 Counterparts 36 13.7 Binding on Successors and Assigns 36 13.8 No Waiver 36 13.9 Severability 36 13.10 Attorneys' Fees 36 13.11 Conflict with Agreements 36 13.12 Project Inspections 37 13.13 Creditors 37 13.14 Consent 37 13.15 Remedies 37 13.15 Exculpation 37 13.17 Operating General Partner, General Partner and Limited Partner 37 {O)l 0/07 /82/PHA:to/ll 0 1.008-7 A -iv- T/C-LPA 1.11 Final Acceptance. "Final Acceptance" means 1 11.1 the final act of acceptance (which shall include a cost Cel."tIfIca- tion, if applicable, in such for-m as required and approved by the Governmental Agencies) of the Project by the Governmental Agencies, as applicable, as having been completed in accordance with the plans and specifications for the Project and the terms of the Governmental Agencies, as applicable, commitment letter and any commitment letter of such other agency; and 1.11.2 the execution by the Governmental Agencies of all contracts to be executed with respect to the Project upon its completion; and 1.11.3 the funding of the permanent loan for the Project and the commencement of required amortizing payments thereon. 1.12 Governmental Agencies. "Governmental Agencies" means the United States Department of Housing and Urban Development, the Federal HOLlSing Administration, or the Federal Housing Commissioner acting on behalf thereof the Palm Beach County Housing Authority ("PBCHA") their successors and assigns, and all other governmental agencies which from time to time have jurisdiction with respect to the Project within the context of the use of such term herein and, as the context requires, such term includes anyone or all of them. 1.13 Initial CloSing. The tllnitial Closing" means the exeeution by the sponsors of the Project and the Governmental Agencies of all documents, approvals and agreements (including all subSidy agreements) required by the Governmental Agencies in connection with the initial disbursement of construc- tion loan proceeds for the Project and the initial disbursement thereof. 1.14 Investment Agreement. The "Investment Agreement" means the Ail'eement tor Investment in Boynton Assomates, Ltd. of even date, by and among the General Partner, the Partnership, the Special Limited Partner, and the Limited Partner. 1.15 Mortgage. The "Mortgage" means the first mortgage encumbering the Property, or, as the context requires, the $4,412,494 promissory note secured thereby, the loan evidenced by said promissory note, or some or all of the foregoing. 1.16 Net Fair Market Value. "Net Fair Market Value" means the fail" market value of property, less the principal amount of any indebtedness to which such property was subject or which, in the case of property contributed to the Partnership, was assumed by the Partnership. (2)lO/20/82/PHA:sg/1101 008-7 A -4- Ltd Pshif? Ag 1.17 Net Refinancing Cash. "Net Refinancing Cash" means surplus cash resulting from a refinancing of the Mortgage Loan or fl"om the obtaining of additional financing, after the funding of reserves for the Project. 1.18 Occupaney. llOccupancy" means, with respect to each unit of the Project, that such unit is subject to a Governmental Agencies-approved lease with a bona fide tenant, requiring monthly rent to be paid a.t not less than the Governmental Agencies-approved rental rate, as to which lease no rental con- cession was given and which lease is not in default. 1 19 Operating Disbursements.. nOperating Disbursements!! means all costs and expenses incurred incident to operation of the Partnership or the ownership, development, rehabilitation, operation, repair or maintenance of the Project or the Property, including without limitation, taxes, capital improvements and acquisitions, payments of principal, interest and annual fees on the Mortgage Note, repayment of loans from Partners (to the extent there is "surplus cash" as defined in the Regulatory Agreement), payments of fees and salaries (other than fees e.nd salaries payable to the General Partner), the funding of reserves and escrows, if any, required by the Governmental Agencies, and the funding of reserves reasonably deemed necessary by the General Partner and permitted pursuant to this Agreement. All costs and expenses representing fuel or other utility costs shall be annualized so as to reflect on a monthly ba.sis the average of the expenses so incurred. Operating Disbursements shall be determined on the accrual basis of accounting regal"dless of the basis upon which the books of the Partnership are kept for other purposes. For the purpose of computing Breakeven, Operating Disbursements shall include all prinCipal and interest payments and reserves and escrow funds required by the Project's permanent mortgage financ- ing, which must be in place during the entire relevant period for Breakeven to be deemed achieved. 1.20 Operating Profits. flOperating Profits" means all Profits other than DispositIon Profits. I 21 Partners. "Partners" means the General Partner, the Special Limited Partner, and the Limited Partner collectively; "Partner" refers to anyone of the Partners. 1.22 Profits and Losses. nprofitsn means, with respect to the Partnership, m every item of gross income allocable to a partner of a partnership governed by Subchapter K of the Internal Revenue Code of 1954, as amended, but only to the extent actually allocated to a Partner hereunder, (ii) any item of economic income not includable in gross income for federal income tax purposes, and (iii) taxable income for federal income tax purposes computed by excluding income described in clause (0; and "Losses" means, with respect to the Partner- (2)lO/20/82/PHA:sg/llOl 008-7 A -5- Ltd Pship Ag Ship, (iv) a.ny deduction allocable to a. partner of a partnership governed by SUbchapter K of the Internal Revenue Code of 1954, as amended, but only to the extent actually allocated to a Partner hereunder, (v) any expenditure which is neither deductible nor chargeable to capital account under Section 705(a)(2)(B) of the Internal Revenue Code of 1954, as amended, and (vi) net losses for federal income tax purposes computed by excluding deductions described in clause (iv). 1.23 Project. The "Project" means the housing apartment project, commonly known as "Boynton Beach Apa.rtments," consisting of 89 units (designated as Project No. FL-29-0053-049) and attendant f..i.cilities to be situated upon the Property 1.24 Property. The "Property" means the parcel or parcels of real property tog-ether with any e2Cisting improvements thereon as described in Exhibit 1 hereto, situated in Boynton Beach, Florida. 1.25 Regula.tol"Y Agreement. The "Regulatory Agreement" means the agreement or agreements, if any, entered into by and between the Partnership and the Governmental Agencies and or the trustee of the mortgage financing concerning the financing, ownership and/or operation of the Project. 1.26 Sixty Percent of Completion. "Sixty Percent of Completion" means that the Project has been completed to that percentage pursuant to the plans and specifications therefor approved by the Governmental Agencies, as applicable, as may be amended from time to time with the consent of the Governmental Agencies, as applicable, as certified by the Project's architect. 1.27 Substitute Operating General Partner. The "Substitute Operating General Partner" means any person or other entity designated by the Limited Partner and admitted into the Partnership as a general partner having the rights set forth in this Agreement upon the happening of any of the events specified in Section 7.2 hereof and electing to become the Substitute Operating General Partner pursuant to Section 5.2.6 hereof 2. CONTINUATION AND PURPOSE OF PARTNERSHIP. 2.1 Continuation. The parties hereto do hereby intend to continue the existence of the PartnerShip pursuant to the proviSions of this Agreement, in accordance with the laws of the Governing Jurisdiction. 2.2 Name of Partnership. The name of the Partnership shall continue to be Boynton Associates, Ltd. (2)lO/20/82/PHA:sgI 11 0 1.008-7 A -6- L td PShip Ag sign and acknowledge this Agreement and the Operating General Partner shall cause it to be filed and/or recorded as the Partnership's amended certificate of limited partnership, as required by law 2.4 Purpose or Business. The purpose and business of the PartnershIp shall be to hold title to the Property; to develop and rehabilitate thereon the Project; to operate the Project; and to undertake such other activities related to the foregoing as may be necessary, advisable, or convenient to the promotion or conduct of the business of the Partnership. 2.5 Term. The Partnership shall remain in eXIstence until dissolved and terminated: 2.5.1 by .mutual consent of all of the Partners; 2.5.2 as otherwise provided in this Agreement; 2.5.3 on December 31, 2015; or 2.5.4 by operation of law 2.6 Place of Business_ The principal place of business of the Partnership in Florida shall be P O. Box 6503, 1051 Cephas Road, Clearwater, Florida, 33518, the principal place of business of the Partnership in Wisconsin shall be a.t 6333 West Douglas Avenue, Milwaukee, Wisconsin 53218 or suoh other location within Wisconsin as may hereafter be determined by the Operating General Partner The Operating General Partner shall notify the Limited Partner of any change in the principal pla.ce of busllless of the Partnership. 3. CAPrrAL CONTRIBUTIONS. 3.1 General Partner's Contribution. The General Partner has previously made contributions to the capital of the Partnership, for which the General Partner has received credit to its capital account. The General Partner shall have no right or obligation to make any additional capital contributions to the Partnership. 3.2 Limited Partner's Capital Contribution. Provided that the General. Partner has not failed to fulfill any of its obligations contained In this Agreement or under any other agreements delivered by the General Partner, individually or in its capacity as the General Partner of the Partnership, to the Limited Partner or the Partnership prior to or concurrently with the delivery of this Agreement, the Limited Partner shall, subject to Sections 3.3, 3.6, 3.8, 3.9 and 7.3 hereof, contribute the Capital Contribution to the Partnership (subject to adjustment (4)IO/22/82/PHA:aep/IIOl 008-7A -7- Ltd Pship Ag contribute the Capital Contribution to the Partnership (subjeet to adjustment pursuant to Section 1.3 of the Investment Agreement), in cash, payable as follows: 3.2.1 $310,000 upon the last to occur of 3 2.1 1 Initial Closing; 3.2.1 2 receipt, if required, of clearance or approval from the Governmental Agencies ot the LimIted Partner-Is investment in the Partner- ship; and 3.2.1.3 satIsfaction of the conditions described in Section 2.2.2.1 of the Investment Agreement. 3.2.2 $110,000 eash contribution upon the last to occur of: 3.2.2 1 Sixty Percent of Completion; 3.2.2.2 May 31, 1983; and 3.2.2.3 satisfaction of the conditions precedent to the con- tribution under Section 3.2.1 hereof (including all waived conditions, if any). 3.2.3 $210,000 cash contribution upon the last to occur of: 3.2.3.1 satisfaction of the conditions precedent to the con- tribution under Section 3.2.2 hereof (inclyding all waived conditions. if any); 3.2.3.2 the Completion of the Project and Final Acceptance; 3.2.3.3 the return to the Limited Partner of the $181,700 letter of credit delivered to the Partnership pursuant to Section 2.2.2 I of the Investment Agreement (to the extent said letter of credit has been drawn upon, this installment of the Capital Contribution shall be reduced by an equivalent amount plus all cost incurred by the Limited Partner in connection therewith, including, but not limited to, interest); and 3.2.3.4 March 30, 1984. 3.2.4 $210,000 cash contribution upon the last to occur of 3.2.4.1 satisfaction of the conditions precedent to the con- tribution under Section 3.2.3 hereof (including all waived conditions, If any); (2)IO!20!82/PHA:sg/IIO 1.008-7 A -8- Ltd Pship Ag 3.2.4.2 Breakeven for the 180 day period immediately pre- cedmg the payment date; 3.2.4.3 Occupancy of 95% of the Project's units; and 3.2.4.4 March 31, 1984. 3.3 Conditions to Limited Partner's Capital Obligation. The Limited Partnel" shall be under no obligation to contribute to the Partnership any of the sums provided for in Section 3.2 hereof (as adjusted, if at all, pursuant to Section 1.3 of the Investment Agreement) except in accordance with the terms and conditions of the Investment Agreement. If the General Partner fails to deliver to the Limited Partner on a timely basis the repol"ts required pursuant to Section 11 hereof and such delay was not caused by Laventhol &: Horwath as the Partnership's accountants, the Limited Partner may delay its next ca.pital contribution by six times the number of days such reports were late. 3.4 No Interest on Capital. Except as otherwise provided in Section 3.9 hereof, no interest shall be paid on capital contributions or on balances of capital accounts. 3.5 Capital Withdrawals and Returns. No Partner shall have the right to withdraw or reduce its contributions to the capital of the Partnership except in accordance with this Agreement. Except as otherwise provided herein1 no Partner shall have the right to demand or receive property, other than cash, in return for its capital contribution or have priority over any other Partner, either as to the return of contributions of capitR1 or es to Profits, Losses, or distributioroS, or as to compensation by way of income. 3.6 Default. 3.6.1 Except as otherwise provided in Section 3.6.2 or Section 3.8 hereof, in the event that the Limited Partner defaults in its obligation to pay any capital contribution on or prior to the due date therefor set forth In Section 3.2 hereof and shall fail to correct such default within ten da.ys from such due date, it shall be deemed to be in default hereunder. Upon such default, the General Partner shall have the option, exercisable as hereinafter provided, to purchase the Limited Partner's limited partnership interest (including any interest assigned to an additional. General Partner pursuant to Section 7.2 hereof', which for the purposes of this Section 3.6 shall be considered as the interest of the Limited Partner), including all cash flow of the Partnership, net cash proceeds and Profits and Losses attributable to such interest or otherwise allocable to the Limited Partner from and after the da.te of purchase of such limited partnership interest by (2)1 O/20/82/PHA:sg/ll 0 1.008-7 A -9- Ltd Pship Ag 3.6 I 1 paying the Limited Partnet an amount, in cash, equal to m 100% of the outstanding principal and any accrued mterest upon all loans made to the Partnership by the Limited Partner, plus (ii) 10% of the dIfference between (A) the amount contributed by the Limited Partner to the capItal of the Partnership and (B) any cash distributions previously made by the Partnership to the Limited Partner, less (Hi) any expenses incurred by the General Partner in connection with the purchase of such interest (the "Purchase Price"), and 3.6 1.2 agreeing in writing to indemnify and hold the Limited Partner harmless from and against any and all loss, cost or expense arising out of Partnership cl"editors pursuing the Limited Partner for the additional installments ot the Ca.pital Contribution not made by the Limited Partner The purchase may be made by the General Partner, or its designee or designees, other than the Partnership, in. such proportion as it may determine, by giving notice to the Limited Partner of its intent to exercise such right within sixty days after the default. Upon the gIVing of the notice to purchase the interest of the Limited Partner pursuant to the provisions of this Section, the Limited Partner shall have no Obligation to make the contribution which it failed to make and shall have no obligation to make any future contributions pursuant to Section 3.2 hereof. If the General Partner or its designee or designees purchase the defaulting Limited Partner's interest, the purcnaser or purchasers shall consum- mate such purchase within the foregoing sixty-day period. In the event the General Partner elects to exercise its option hereunder and the General Partner or its designee or designees fails to consummate the purchase within the required period, the Limited Partner shall have the right to withdraw from the Partnership without any obligation or liability for any unpaid installments of the Capital Contribution, and to collect an amount equal to the Purchase Price from the General Partner and/or its designee or designees. If the General Partner fails to exercise this optlon to purchase the Limited Partner's limited partnership intere.c;t, and the Limited Partner fails to exercise its right to withdraw set forth in the next preceding sentence (if available to it), then the Partnership may proceed to collect the unpaid installments of the Capital Contribution as well as the balance of the installments of the Capital Contribution (but only as and when due), together with interest thereon at the rate of twelve percent per annum and all costs and expenses of collection incurred by the Partnership (inclUding reasonable fees and disbursements of counsel) from the Limited Partner. (2)lO/ZO/82/PHA:sg/llOl 008-7 A -10- Ltd Pship Ag 3.6.2 Within fifteen days after receipt by the Limited Partner of notice that an installment of the Capital Contribution is due, the Limited Partner may, upon notice to the Operating General Partner, extend the due date of such installment up to a period of 120 days during which time a third party or parties may (i) relieve the Limited Partner of part or all of its obligations or liability for its unpaid installment as well as the balance of its installments of the Capital Contribution as and when due (except that the Limited Partner shall in all events remain secondarily liable therefor) and (ii) receive part or all (at the Limited Partner's option) of the Limited Partner's right to participate in Partnership Profits, Losses and distributions of cash pursuant to Section 4 hereof, and such other rights of the Limited Partner in the PartnershIp as the Limited Partner shall choose to transfer The Limited Partner shall have the right to so transfer said attributes of its Partnership interest provided that such transferee or transferees meet the suitabillty requirements ap[)licable to the limited partners of the Limited Partner, and in addition such transfer shall be SUbject to the consent of the General Partner which consent may be withheld jn the General Partner's sole discretion, but, if unreasonably withheld, the Limited Partner shall have no further obligation to pay any unpaid portion of the Capital Contribution. No such transferee shall be admitted as a substituted limited partner of the Partnership unless and until it complies with each and every requirement of Section 8.2 2 hereof. The right granted to the Limited Partner in this Section 3.6.2 may be exercised by the Limited Partner only once, and does not extend to any transferee of all or any part of the Limited Partner's interest in the Partnership. In the event an installment of the Capital Contribution is not paid in full within the aforesaid 120-day period (and is not forgiven in accordance with the foregoing), the Operating General Partner shall be entitled to exercise the rights provided in Section 3..5 1 hereof 3.7 Waiver of Partition. The Partners hereby waive and forfeit all rights arising out of statute or operation of law, to seek, bring or maintain in any court an action for partition pertaining to any asset of the Partnership. 3.8 Withholding of Capital Contributions. If for any reason the Limited Partner in good faith claims the right not to make one or more of the capital contributions provided for in Section 3.2 hereof at a time when the Operating Genel'al Partner claims such contribution is due, the Limited Partner shall have no obligation to make such contribution until such dispute has been resolved but shall, upon request by the Operating General Partner, prOVide the Partnership with a letter or letters of credit, in the amount of the unpaid capital contribution or contributions then due and in form and substance reasonably satisfactory to the Operating General Partner, at the date certain specified herein for the payment of such unpaid contribution, unless the holder of the Mortgage Note has notified the Partnership of its intention to foreclose the Mortgage or the Governmental Agencies have notified the Partnership of their intention to cease to insure the (2)1 O/20/82/PHA:sgI 11 0 1 008-1 A -11- Ltd Pship Ag Mortgage Loan, as a result of a breach by the Partnership under the loan documents executed and delivered to said holder or the Governmental Agencies or unless the Operating General Partner has become bankrupt. Notwithstanding the foregoing, the Limited Partner shall not be obligated to provide a letter or letters of credit until the Operating General Partner, individually and not on behalf of the Partnership, furnishes the Limited Partner with 3.8.1 an opinion of counsel reasonably satisfactory to the Limited Partner stating that the letter or letterS of credit provided by the Limited Partner shan not become a part of Partnership capital and shall not be Partnership assets until a court having proper jurisdiction over the matter determines that the Partnership was entitled to the contribution or contributions that the Limited Partner claimed the right not to make, and 3.8.2 a cash payment in an amount sufficient to pay all costs and expenses of obtaining the letter or letters of credit and any renewals thereof or sUbstituted letter or letters of credit (if there is a final Judgment or award of arbitration which determines that the capital contrIbution was due and payable at the time initially requested by the Operating General Partner, the Limited Partner shall reimburse the Operating General Partner for such cash payment). In the event of a dispute under this Section, either party shall have the right to have such dispute resolved by arbitratIon in accordance with the rules of the American Arbitration Association. All installments of Capital Contribution wIthheld pursuant to this Section 3.8 shall bear interest at the t"ate of twelve percent per annum from the date such installment was determined as being due by either a court having proper jurisdiction or by arbitration in the manner described above. For purposes of this Section 3.8, the Operating General Partner stlall be considered bankrupt when it makes an informal composition or an assignment for the benefit of its creditors, files a petition in bankruptcy, voluntarily takes advantage of any bankruptcy or insolvency law, or is granted an order for relief as a debtor, or, if a petition is filed against it, such petition is not dismissed within thirty days after filing 3.9 Special Right of Withdrawal. If Initial Closing has not occurred on or before November 1, 1982, unless extended by the Governmental Agencies, but in no event later than December 30, 1982 or Final Acceptance has not occurred on or before March 30, 1984, unless extended by the Governmental AgencIes, but in no event later than June 30, 1984, the Limited Partner shall have the right, In its sole dlscretion, at any time after such date prior to the occurrence of Initial Closing or Final Acceptance, respectIvely, to withdraw from the Partnership upon thirty days' prior notice thereof to the Operating General Partner, after the expiration of which thIrty-day period (unless the required event has occurred by then, in Which such withdrawal shall not be effective)the Operating General (4)IO/22/82!PHA:aep!llOl 008-7 A -12- Ltd Pship Ag Partner shall m refund to the Limited Partner that portion of the Captial Contribution theretofore contributed to the Partnership, together witt) interest thereon at the rate of twelve percent per annum, and (ii) indemnify and hold the Limited Partner harmless from and against all loss, cost, or expense resulting from claims of Partnership creditors, and upon giving such notice the Limited Partner shall ha.ve no further oblIgatlon to fund any or all of the Capital Contribution. Upon the Limited Partner's receipt of such refund, the Limited Partner shall withdraw from the Partnership, and thereafter the Limited Partner shall have no further interest in Profits, Losses or distributions of the Partnership, and such entire interest in Profits, Losses a.nd distributions shall be transferred to the Operating General Partner or its designee. Upon receipt by the Operating General Partner of the aforesaid notice, the Operating General Partner shall file or record, as required by law, an amendment to the Partnership's certificate of limited partnershil? to evidence the Limited Partner's exet"cise of this right. 4. PROPITS, LOSSES AND DISTRIBUTIONS. 4.l Allocation. Profits and Losses shall be allocated as follows: 4.1.1 All Operating Profits shall be allocated as tallows: 4.1.1.1 In the event that the Partnership has Excess Gross Rental Income for the period commencing on the date hereof and ending on the later of Final Acceptance and twelve months after Occupancy of the initial unit at the Project to be occupied, then 100% thereof shall be ~lloeated to the Opera.ting General Partner; 4.1 1.2 In the event that the Partnership has Excess Gross Rental Income tor any fiscal-year period (or, initially, the remaining portion thereof) after the period described in Section 4.1 1 1 hereof, then lOO% thereof, up to a maximum of $20,000 thereof per fiscal year, plus an amount of Excess Gross Rental Income equal to the difference between (x) the maximum aggregate amount of Excess Gross Rental Income that could have been allocated hereunder in prior periods (had there been sufficient Excess Gross Rental Income), and (y) the amount of Excess Gross Rental Income actually allocated hereunder in such prior periods, shall be allocated to the Limited Partner; 4.1 1.3 In the event that Excess Gross Rental Income for any fiscal-year period after the period desct"ibed in Section 4.1 1 1 hereof exceeds the amount to be allocated in such fiSCal-year period pursuant to Section 4.1.1 2 hereof, then lOO% thereof, up to a maximum of $7,500 thereof per fiscal year, shall be allocated to the General Partner; (4)1 O/22/82/PHA:aep/ll 01.008-7 A -l3- L td Pship Ag 4.1 1 4 In the event that Excess Gross Rental Income for any fiscal year-period after the period described in SectIon 4.1.1 1 hereof exceeds the amounts to be allocated in such fiscal-year period pursuant to Section 4.1 1.2 and 4.1.1.3 hereof, then lOO% thereof, up to a maximum of $2,500 thereof per fiscal year shall be allocated to the Special Limited Partner; and 4.1 1.5 Operating Profits next remaining after making the allocations required pursuant to Sections 4.1.1 1, 4.l 1.2 and 4.1 1.3 hereof through December 3l, 1987 shall be allocated 9996 to the Limited Partner and 1 % to the General Partner; thereafter, Operating Profits shall be allocated 98% to the Limited Partner, 5% to the Special Ltmited Partner, and 1.5% to the General Partner 4.1.2 Disposition Profits shall be allocated as follows: 4.1.2.1 Disposition Profits treated as ordinary income under Section 751(a)(1) of the Code which are attributable to the recapture of deduc- tions taken with respect to assets des~ribed in SectIon 751(c) of the Code shall be allocated among the Partners in the same proportion as such deductions were allocated to them; 4.1 2.2 Disposition Profits next remaining after making the allocations required pursuant to Section 4.l.2 1 hereof shall be allocated as provided in Section 4.1.5.2 hereof; 4.1.2.3 Disposition Profits next remaining after making the allocations required pursuant to Sections 4.1 2.1 and 4.1.2.2 hereof, but not exceeding an amount equal to the sum of the negative capital account balances of all Partners with negative capital account balances (computed after the alloca- tions of Disposition Profits pursuant to SeotIons 4.1 2.1 and 4.1 2.2 hereof have been made and in the case of the Limited Partner sf tel" dlstributions of cash pursuant to Sections 4.3.l and 4.4.1 hereof) shall be allocated among such Partners in proportion to their respective negative capital account balances; 4.1.2.4 Disposition Profits remaining after making the allo- cations required pursuant to Sections 4.1.2 1, 4.1.2.2 and 4.1.2.3 hereof shall be allocated 5096 to the Limited Partner, l2.5% to the Special Limited Partner, and 37.596 to the General Partner 4.1.3 All Losses other than Disposition Losses through December 3l, 1987, shall be allooated 99% to the Limited Partner and 1% to the General Partner; thereafter, all such Losses shall be allocated 9896 to the Limited Partner .596 to the Special Limited Partner, and 1 5% to the General Partner (4)1 O/22/82/PHA:aep/ll 0 1 008-7 A -14- Ltd Pship Ag 4 I 4 All Disposition Losses shall be allocated as follows: 4.1 4.1 Disposition Losses not ex~eeding an amount equal to the sum of the positive capital account balances of all Partners with positive capital aCCOunt balances (computed in the case of the Limited Partner after distributions of cash pursuant to Sections 4.3.1 and 4.4.1 hereof) shall be allocated among such Partners in I?roportion to their respective positive capital account balances; 4.1.4.2 Disposition Losses remaming after maKing the alloca- tions required I?ursuant to Section 4.1 4.l hereof shall be allocated 50% to the Limited Partner, l2.596 to the Special Partner, and 37 5% to the General Partner 4.1.5 In the event of a distribution of Net Refinancing Cash under Section 4.3 hereof, then 4.1 5.1 To the extent that principal amortization payments are made trom time to time with respect to the loan giving rise to the distribution, there shall be allocated to each Partner an amount or gross income equal to the amount of eaoh such amortization payment multiplied by a fraction, the numerator of which $hall be Net Refinancing Cash distributed to it and the denominator of which shall be the total Net Refinancing Cash distributed to all Partners in connection with such loan. 4.1.5.2 In the event of a Disposition prior to the repayment in full of the loan giving rise to the distribution, Disposition ProfIts in an amount equal to the difference between the maximum a.mount of gross income which would have been allocated to the Partners under Section 4.1.5.1 hereof had the loan been repaid in full and the amount of gross income actually allocated to the Partners under Section 4.1.5.1 hereof shall be allocated among the Partners in the same proportion as they received distributions of the Net Refinancing Cash. 4.2 Distribution of Cash from Operations. The Operating General Partner shall distribute Cash from Operations to the Partners from time to time, but not less often than annually and not later than ninety days after the end of the Partnership's fiscal year, as follows: 4.2 1 First, in recognition of the General Partner's management services to the Partnership, to the Operating General Partner an amount equal to the amount of Excess Gross Rental Income allocated to the Operating General Partner pursuant to Section 4.1 1 1 hereof; 4.2.2 Then, to the Limited Partner in an amount equal to the amount of Excess Gross Rental Income allocated to the Limited Partner pursuant to (4)1 0/22/82/PHA;aep/llOl.008-7 A -15- Ltd Pship Ag Section 4.1.1 2 hereof1 4 2.3 Then, in recognition of the General Partner's management serviceS to the Partnership, to the General Partner in an amount equal to the amount of Excess Gross Rental Income allocated to the General Partner pursuant to Section 4.1 1.3 hereof; 4.2.4 Then, to the Special Limited Partner in an amount equal to the amount of Excess Gross Rental Income allocated to the Special Limited Partner pursuant to Section 4.1 1.4 hereof; and 4.2.5 Thel"eafter, 9896 to the Limited Partner, 596 to the Special Limited Partner, and 1.596 to the General Partner Notwithstanding the foregoing, the Operating General Partner shall have the right to retain, as an operational reserve (in addition to any reserves which may be required by the Governmental Agencies), such portion of Cash from Operations as the Operating General Partner can demonstrate will be needed by the Partnership tor operating expenses during the next twelve-month period. The funds in such operational reserve shall be segregated from other Partnership funds, and if not spent by the partnership within twelve monthS after being set aside such funds shall be distributed to those Partners who would otherwise have been entitled to receive the distribution had such funds not been so set aside. 4.3 Distributions ot Cash from Refinancing. Net Refinancing Cash shall be distributed to the Partners in the following priority: 4.3 1 To the Limited Partner until the Limited Partner has received cash pursuant to this Section 4.3.1 in an amount which equals (x) 150% of the total capital contribution required to be made by the Limited Partner pursuant to this Agreement, plus (y) the difference between (A) the maximum aggregate amount of Excess Gross Rental Income that could have been allocated under Sec- tion 4.1.1 2 hereof up to such time1 and (B) the amount of Excess Gross Rental Income actually allocated under Section 4.1.1 2 hereof up to such time; 4.3.2 8096 to the General Partner and 20% to the Limited Partner until the outstanding balance of the resIdual receipts note (the "Residual Receipts Notelt) given to the General Partner pursuant to Section 1.3 of the Investment Agreement has been repaid; 4.3.3 80% to the Limited Partner and 20% to the General Partner until the Limited Partner has received an amount equal to the amount paid to the General Partner pursuant to Section 4.3.2 hereof, and thereafter (4)1 0/22/82/PHA:aep/ll 0 1.008-7 A -16- Ltd PShip Ag 4.3.4 5096 to the Limited Partner, 12.596 to the Special Limited Partner and 37 596 to the General Partner 4.4 Distributions of Cash trom Disposition. Surplus cash resulting from Disposition, and all such cash upon termination and liquidation of the Partnership, shall be distributed to the Partners in the following order of priority: 4.4.1 To the IJimited Partner until the Limited Partner has received cash pursuant to this Section 4.4.1 and Section 4.3.1 hereof in an amount which equals (x) 15096 of the total capital contribution required to be made by the Limited Partner pursuant to this Agreement, plus (y) the difference between (A) the maximum aggregate amount of Excess Gross Rental Income that could have been allocated undQr Section 4.1 1.2 hereof up to such time, and (B) the amount of Excess Gross Rental Income actually allocated under Section 4 1.1 2 hereof up to such time; 4.4.2 80% to the General Partner and 20% to the Limited Partner until the outstanding balance of the Residual Receipts Note has been repaid; 4.4.3 8096 to the Limited Partner and 20% to the General Partner until the Limited Partner has received an amount equal to the amount paid to the General Partner pursuant to Section 4.4.2 hereof; and thereafter 4.4.4 To the Limited Partner, the Special Limited Partner, and the General Partner in proportion to their respective positive ca.pital account balances computed after the application of Section 4.1.2 or 4.1 4 hereof. In the event that (i) Disposition Profits recognized in a taxable year with regard to a particular Disposition are less than the total amount of Disposition Profits to be recognized with regard to such DispOSItion and (ii) the total amount of Disposition Profits to be recognized with regard to such Disposition is definitely determinable in the year in which such Disposition Profits are first recognized, then, solely for the purpose of determining distributions under thIS Section 4.4, the amount of Disposition Profits allocated under Section 4.1.2 shall be deemed to be the total amount of Disposition Profits to be recognized with regard to such Disposition in all taxable years, and allocations under Section 4.1.2 in subsequent years, with regard to such Disposition, shall be disregarded. 4.5 Capital Accounts. An adjusted capital account shall be maintained for each Partner. Each such account shall be credited with 4.5 1 the Partner's adjusted basis in all property (other than money) contributed to the Partnership by the Partner-; (4)1 O/22/82/PHA:aep/ll 0 1 008-7 A -17- Ltd Pship Ag 4.5.2 the amount of money contributed by the Partner to the Partner- ship; and 4.5.3 Profits allocated to the Partner Each such account shall, be debited with 4.5.4 the Net Fair Market Value of all property (other than money) distributed to the Partner, adjusted as provided in Section 4.6 hereof; 4.5.5 the amount of money distributed to the Partner; and 4.5.6 Losses allocated to the Partner. 4.6 Distributions in Kind. During' the existence of the Partnership, no Partner shall be entitled to receive as distributions from the Partnership any Partnership asset other than money If upon termination and liquida.tIon of the Partnership the General Partner, with the consent of the Limited Partner, determines that (1) an immediate sale of part or all of the Partnership assets would cause undue loss to the Partners and (2) Partnership assets are readily susceptible of division for distribution in kind to the Partners, then to that extent the General Partner may distribute Partnership assets to the Partners in kind. In sueh event, each asset to be distributed in kind shall be valued at its current Net Fair Market Value (but not less than zero), and the unrealized gain or loss in value of each such asset shall be allocated to the Partners' capital accounts in the manner described in Section 4.1 2 or Section 4.1.4 hereof as if such asset had been sold for such value assigned to it, and it shall then be distributed to the Partners as provided in Section 4.4 hereof as if it were surplus cash. To the extent that any Partnership asset cannot either be sold without undue loss or readily divided for distribution in kind to the Partners, then the Partnership shall convey such asset to a trust or other suitable holding entity established by and for the benefit of the Partners in order to permit sucn asset to be sold without undue loss and the proceeds thereof distrIbuted to the Partners at a future date. 4.7 Division of Allocations and Distributions to General Partner. Profits, Losses and distributions allocable or distributable to the General Partner shall be allocated or distributed % to Jansen Properties of Florida, Inc., % to Jeffrey A Auslander - - 5. RIGHTS, POWERS AND OBIJGAnONS OF THE PARTNBRSHlP AND THE PARTNERS. 5.1 The Partnership. Subject to the specific limitations set forth in this Agreement, the Operating General Partner is hereby authorized on behalf of the (4}lO/22/82/PHA:aep/ll0 1.00B-7 A -18- Ltd Pship Ag Partnership: 5.1.1 To acquire any property, real or personal, in fee or under lease, and any interest therein or appurtenant thereto, which may be necessary or appropriate for accomplishment of the purposes and objectives of the Partnership. 5.1.2 To develop land acquIred by the Partnership with off-site and on- site improvements, and to construct, rehabilitate, maintain, operate, and manage the housing units and other facilities relatmg thereto which together constitute the Project. 5.1.3 To assist and further the provision of housing and to provide dwelling accommodations for persons displaced from urban renewal areas or as a. result of governmental aetion. 5 1.4 To borrow funds, execute and issue mortgage notes and other evidences of indebtedness and secure the same by mortgage, deed of trust, pledge, or other lien; provided, however, tha.t the Operating General Partner shall have no power or authority to modify or amend the Mortgage with the result that 5.1.4.1 it shall be other than a non-recourse mortgage within the meaning of Treasury Regulation Section 1 752-1(e), or 5.1.4.2 the amount of the loan secured thereby shall have increased (unless the Limited Partner has consented to such increase), or 5.1.4.3 it shall other-wise adversely affect the business or financial condition of the Partnership, the Project or the Property. 5.1.5 To apply for and obtain from Federal or State agencies contracts for leasing, interest subsidies, tax abatement and ta.x: limitation, as well as other supplemental payments and SUbsidies; provided, however, that the Operating General Partner shall have no power or authority to amend or modify any such contracts if it shall adversely affect the business or financial condition of the Partnership, the Project or the Property 5.1.6 To sell, lease, or otherwise dispose of the Project. 5.1.7 To apply for and obtain a contract or contracts of mortgage insurance. S.l.S To enter into and perform the Regulatory Agreement and to enter into or execute such other a~eements and documents as are required by Governmental Agencies; and to require a.ny incommg partner, as a condition to (4}lO/22/82!PHA:aep/ll 0 1.008-7 A -19- Ltd Pship Ag receivmg an Interest in the Partnership, to agree to be bound by the Mortgage and the Regulatory Agreement and any other documents required in connection with the Mortgage to the same extent and on the same terms as the Partners. 5.1.9 To execute a deed and other documents required in order to convey title to the Limited Partner, without consideration, In the event fore- closure upon the Project or the Property or both is imminent, with such conveyance to occur only at such time as it is reasonably apparent to the General Partner or Operating General Partner that such foreclosure cannot be reasonably avoided by the Partnership. 5.1 10 To do any and all things necessary and proper for the accom- plishment of the objects herein enumerated, or necessary or incidental to the protection and benefit of the Partnership. 5.2 The Operating Gener81 Partner. 5.2.1 Management of the Partnership's Business. The Operating General Partner shall manage and conduct the business of the Partnership. It may take any and all actions with respect to the Project and the Partnership without limitation, except to the extent specifically limited by this Agreement or by law. The Operating General Partner shall determine: 5.2.1.1 All matters relating to the management, operating conduct, assets and property of the Partnership; and ~ ? 1 9 v.-....- All matters not expressly provided for by this Agree- mente 5.2.2 Compliance by Partnership with Laws and Regulations. The Operating General Partner shall promptly take any and all action which may be necessary 01" appropriate to perfect and maintain the Partnership as a limited partnership under state law, and to develop, maintain, and operate the Project in accordance with the provisions of this Agreement and the Regulatory Agreement, and applicable Federal, state, and local laws and regulations. 5.2.3 Fiduciary Duties. The Operating General Partner shall at all times exercise its responsibilities in a fiduciary capacity, and in a manner consistent with the objectives of the Partnership. 5.2.4 Tax Actions. The Operating General Partner shall, with the approval of the Limited Partner, <10 aU acts, make all elections, and take whatever reasonable steps are required to maximize the Federal, state and local income tax advantages available to the Partnership and shall undertake no act (4) 1 0/22/8 2/PHA:aep/ll 01.008-7 A -20- Ltd Pship Ag which would cause the Partnership's or any of the Partner's books, records or tax returns to be inconsistent with such acts, elections and steos taken by the Partnership. . 5 2.5 Aiiiliated Persons. Other than the rental period services contract, the supervisory services contract, the completion guaranty, and the cash flow guaranty with the Operating General Partner which the Partnership a.nd the Operating General Partner shall enter into concurrently herewith, there is no existing contract between the Partnership and an Affiliated Person except the construction contract with Jansen Construction of Florida, Inc. The Operating General Partner may, SUbject to the provisions of thiS Section and Section 5 2.12 hereof', contract with Affiliated Persons on terms reasonably competitive with those which may be obtained in the open market for property or services requlred by the Partnership. Any such contract or contracts hereafter entered into with Affiliated Persons shall be fully disclosed to the Limited Partner within thirty days after the end of each calendar year 5.2.6 Management by Substitute Operating General Partner. Upon the admission of an additional or successor General Partner pursuant to Section 7 2 hereof, such additional or successor General Partner shall, at the option of such additional or successor General Partner, 5.2.6.1 be the Substitute Operating General Partner and 5.2.6.2 have the full, excluslve, and complete right to manage and conduct the business of the Partnership. 5.2.7 Action by Operating General Partner. With respect to each contract or agreement entered into by the Partnership with any third party, the Operating General Partner- shall use its best efforts to proivide that each such contract or agreement entered into by the Operating General Partner or the Substitute Operating General Partner on behalf of the Partnership shall provide that such third party acknowledges that he is dealing with a limited partnership whose only general partner is the General Partner and that in any subsequent action against the Partnership by such party he will proceed only against the Partnership and/or the General Partner and their successors and assigns. 5 2.8 Outside Activities. The Operating General Partner shall devote such time and attention to the Partnership business as may be necessary tor the proper performance of its duties. It may, however, engage or hold interests in other business ventllres of every kind and description, in which the Partnership and the Limited Partner shall have no interest. 5.2.9 Indemnification or General Partner. The General Partner (and (4)1 O/22/82/PHA:aep/l1 01.008-7 A -21- Ltd PShip Ag the Substitute Operating General Partner, if any) shall be entitled to indemnity from the PartnerShip for any act performed by it within the scope of the authority conferred upon it by this Agreement, except for a.cts of gross negligence, wlll!ul or wanton misconduct, or intentional or fraudulent misrepresentation, provided that any indemnity under this Section shall be paid out of and to the extent of Partnership assets only 5.2.l0 Liability of General Partner. The General Partner (and the Substitute Operating General Partner, if any) shall not be liable, responsible or accountable in damages or otherwise to the Partnership or the Limited Partner tor any act performed by the General Partner within the scope of the authority conferred upon it by this Agreement, except for acts of gross negligence, willful or wanton misconduct or intentional or fraudulent misrepresentation. 5.2.11 InsW'8llee. The Operating General Partner shall cause the Partnership, at the Partnership's expense, to obtain and maintain at all times, such insurance, in such amounts, on such terms and with such carriers, as is customary for a project similar to the Project, and such insurance as is acceptable to the Governmental Agencies and any other holder of the Mortgage Note, but which at a minimum Shall include the following insurance policies to be issued by a qualified insurance company or companies rated at least A+XV by Best's Insurance Guide or, if the holder of the Mortgagee (or the trustee) has the right to approve an insurance company and exercises such right, then the company so approved. 5.2.11 1 cost endorsement. All-risk property insurance with a lOO% replaeement 5.2.11.2 Comprehensive general liability insurance with minimum coverage of $1,000,000 single limit, including extensions of coverage for contractual liabilIty, and, if available, incidental malpractice liability and host liquor liability 5.2.11.3 Worker's compensation lOSUl'ance as required by law The Operating General Partner shall deliver to the Limited Partner COpIes of such policies and a certificate or certificates of the insurance carrier or carriers from which such policies have been obtained, in form and substance satisfactory to the Limited Partner, to the effect that the foregoing insurance has been obtained and is in force and shall provide that each such policy requires the insurance carrier to notify the Limited Partner at least sixty days prior to any proposed cancellation of such policy. 5.2.12 Management Agent. The Operating General Partner shall have (4)IO/22/82/PHA:aep/ll01.008-7 A -22- Ltd Pship Ag the responsibility for managing the Project and obtaining a management agent (the "Management Agentll), the choice of which shall be subject to the reasonable control of the Limited Partner; the Management Agent shall initially be PBCHA. The Operating General Partner shall cause the Partnership to enter into an agreement with the Management Agent which agreement shall be suoje(!t to the approval, if required, of the Governmental Agencies and all other financing entities involved in the Project. A copy of such agreement shall be promptly provided to the Limited Partner The management agreement may be with an Affiliated Person as Management Agent. If the mansgement agreement is not with an Affiliated Person such Management Agent shall provide a fidelity bond, naming the Partnership as insured, in an amount equal to two months' scheduled gross income of the Project. If at any time after Completion of the Project 5.2.12 1 the Project shall be subject to a substantial building code violation or violations which shall not have been cured wIthin a reasonable time after notice from the Limited Partner, or 5.2.12.2 the Partnership over anyone-year period after Completion of the Project does not achieve Breakeven (as evidenced by an audite<1 statement of profit and 105s), or 5.2 12.3 the Operating General Partner or any AffilIated Person is in default of any of its obligations hereunder (including its obligations regarding the timely preparation of tax returns and other financial information) or under any agreement given to the Limited Partner or the Partnership prior hereto or concurrently herewith, the Operating General Partner shall forthwith give to the Limited Partner notice of such event, and thereafter the Partnership shall forthwith terminate its management agreement with the Management Agent, unless the consent of the Limited Partner is obtained to the retention of the Management Agent as the manager of the Project. If such consent is not obtained, the Operating General Partner shall immediately proceed to appoint as a substitute Management Agent for the Project a firm selected by the Limited Partner (but, if the Limited Partner makes no such selectIon within thirty days after such termination, the Operating General Partner shall select as a substitute Management Agent a firm regularly engaged in the business of providing services as a management agent of the type contemplated by this Section in the locale of the Project and which firm shall not be an Affiliated Person). If the Limited Partner selects a substitute Management Agent, such selection shall be subject to the consent of the Operating General Partner, which consent shall not be unreasonably withheld, but if such selected substitute Management Agent is an affiliate of the Limited Partner's, the Operating General Partner's consent shall not be required. The operating General Partner shall have the duty to manage the Project during any (4)1 0/22/8 2/PHA:aep/1l 01.008-7 A -23- Ltd Pship Ag period in which there is no Management Agent in return for a reasonable management fee which is approved by the Governmental Agencies. The Operating General Partner shall use its best efforts to cause the management contract to provide for termmation of the same upon the occurrence or any of the events described in this Sechon 5.2.l2 and in any event upon thirty days' notice. 5.2 13 Section 161(k) Compliance. In the event rehabihtation expenditures are contemplated, the Operating General Partner shall take all steps necessary to cause the Partnership to be in full compliance with the continuing requirements of Section 167(k} of the Code, and the regulations promulgated thereunder. 5.3 The Limited Partner 5.3.1 The Limited Partner shall not take part in the management of the Partnership's business or transact any business for the Partnership. nor have any power to sign for or to bind the Partnership or to subject the Partnership to any liability or obligation. 5.3.2 The Limited Partner shall not be personally liable in excess of its capital contributions Which have become payable pursuant to the terms of this Agreement. 5.4 The Regulatory Agreement. The Regulatory Agreement shall be binding upon the Partnership, its successors and assigns so long as a mortgage On the property of the Partnership which is insured or held by the Governmental Agencies is outstanding and/or the Governmental Agencies are otherwise sub- sidizmg the Project. The Partnership shall comply in every respect with the Regulatory Agreement and all applicable federalt state, and local statutes and regulations. Any requirements imposed upon the Partnership under the Regula- tory Agreement or any other agreement with the Governmental Agencies, if inconsistent with any of the provisions of this Agreement, shall be controlling and shall govern the rights and obligations of the parties hereto. Any incoming partner of the partnership shall accept his interest in the Partnership subject to the Mortgage, the Regulatory Agreement and other documents required by the Governmental Agencies it the Regulatory Agreement is then in effect. Upon any dissolution of the Partnership nO title or right to possession or control of the Property and no right to collect the rent therefrom shall pass to any person who is not bound by the Regulatory Agreement in a manner satisfactory to the Governmental Agencies, if the Regulatory Agreement is then in effect. 6. PAYMENTS TO OPBRATING GENERAL PARTNER. 6 I Management Pees. The Operating General Partner shall be paid (4)1 0/22/82/PHA:aep/ll 01 008-7 A -24- Ltd Pship Ag management fees as hereinafter set forth for the day-to-day management of the Partnership activities and the Project, including but not limited to, the rendition of accounting and bookkeeping services, preparation and submission of reports for relevant governmental agencies and others, communications with federal, state and city agencies, supervision of community relations, supervIsIon of the Partner- shipfs compliance with all contractual obligations, supervision of the Partnership's payment of all financial obligations, and securing a qualified general contractor and a qualified operations manager, for which a salary shall be paid by the Partnership to the Operating General Partner without regard to partnerSllip !ncome, as a guaranteed payment, payable as follows: 6.1.1 $75,000 shall be earned by the Operating General Partner in calendar year 1983 for services rendered during that calendar year, payable upon receipt by the PartnerShip of the contribution described in Section 3.2.1 hereof. 6 1 2 $65,000 shall be earned by the Operating General Partner in calendar year 1984 for services rendered during that calendar year, payable upon receipt by the Partnership of the contribution described in Section 3.2.2 hereof 6.1.3 $35,000 shall be earned by the Operating General Partner in calendar year 1985 for services rendered during that calendar year, payable upon receipt by the Partnership of the contribution described in Section 3.2.3 hereof. 6.2 Development and Sponsorship Fee. The Partnership shall pay to the Operating General Partner 8. fee of $5,000 for the development and sponsorship of the Project which shall be earned in, and for services rendered during, the calendar year 1983, payable upon receipt by the Partnership of the contribution described in Section 3.2.1 hereof. 6.3 Reimbursement for General Partner's Expenses. In addition to the foregoing fees, the Operating General Partner shall be entitled to reimbursement for certain expenses incurred by it on behalf of the Partnership as follows: 6.3.1 $10,000 shall be paid to the Operatmg General Partner as a reimbursement for out-of-pocket expenses for office rent and other miscellaneous expenses relating to the Partnership payable as follows: 6.3.1 1 $6,000 shsll be paid for such expenses incurred during the calendar year 1983, payable upon receipt by the Partnership of the contribution described in Section 3.2.1 hereof 6.3.1.2 $4,000 shall be paid for such expenses incurred during the calendar year 1984, payable upon receipt by the Partnership of the contribution described in Section 3.2.2 hereof (4)1 O/22/82/PHA:aep/11 Ol.008-7 A -25- Ltd Pship Ag 6.3.2 The Operating General Partner shall be paid the sum of $8,000 as a reimbursement for out-of-pocket expenses f'elating to professional fees paid on behalf of the Partnership, payable as follows: 6.3.2.1 $4,000 shall be paid for such expenses incurred during the calendar year 1983, payable upon receipt by the Partnership of the contribution described in Section 3.2.1 hereof 6.3 2.2 $4,000 shall be paid for- such expenses incurred during the calendar year 1984, payable upon receipt by the Partnership of the contribution described in Section 3.2.2 hereof 6.4 No Reimbursement of General Partner. The General Partner shall be entitled to receive payments from the Partnership only as specifically provided for by Sections 4 2, 4.3, 4.4, 5.2.9, 6 1, 6.2, 6.3, 7.3 and 10 2 hereof and pursuant to the contracts referred to in Section 5.2.5 hereof, and shall receive no other compensation for services rendered to the Partnership and no other reimburse- ment for eXpenses (including overhead) of the General Partner. 7 BELATlONSIDP OF GENERAL AND LIMlTBD PARTNERS. 7 1 Limitations on Sale of Partnership Assets by General Partner. Except in connection with the Mortgage Loan (the principal amount of which shall not be increased without the Limited Partner's consent), the General Partner may not, without the prior written consent of the Limited Partner, sell or lease (except to individual tenants in the ordinary course of business) or otherwise transfer or dispose of 7 lIthe Project or the Property, or 7.1.2 all or substantially all of the Partnership's other assets, or guarantee the debts of another on behalf of the Partner-ship. 72 Net Worth of General Partner; Additional General Partner. The Operating General Partner agrees to maintain at all times during the term of the Partnership sufficient net worth so as to satisfy then applicable federal tax laws and Internal Revenue Service regulations and rulings prescribing minimum net worth requirements for general partners in ordel.'" to maintain the Partnership as a partnership for federal tax purposes. If 7.2.1 the General Partner or the Partnership shall be in material default in the performance of any of their- r-espeative obligations so as to seriously impair the operations or prospects of the PartnershIp and/or the Project, or (4)1 O/22/82/PHA:aep!1l 0 1 008-7 A -26- Ltd Pship Ag 7.2 2 the aggregate net worth of the Operating General Partner endangers the status of the PartnershIp as a partnershlp for Federal tax purposes, or 7 2.3 the Operating General Partner shall retire or cease to exist, the Limited Partner may designate an additional 01" successor general partner, who shall be admitted with whatever partnership interest he or it shall have or acquire from the Limited Partner and that of the Operating General Partner (in the event of mandatory retirement pursuant to Section 8.3 hereof) and who shall, at the option of such additional or successor general partner, be the Substitute Operating General Partner, but the Operating General Partner shall continue with its interest in Profits, Losses and distributions as General Partner (except in the event of mandatory retirement pursuant to Section 8.3 hereof.) 7.3 Loans from the Partners. In the event of a material defaul t under this Agreement, under any requirement imposed upon the Partnership by the Mortgage Loan or Regulatory Agreement or otherwise that would materially adversely affect the Partnership or the Project, the General Partner (to the extent not otherwise obligated to provide the funds therefor pursuant to its completion guaranty, cash flow guaranty, or otherwise) and the Limited Partner have the right, but not the obligation, to advance funds by way of loan to the Partnership for the purpose of curing any such default, for which each Partner who advances funds shall receive a promissory note of the Partnership bearing interest at a rate of the lesser of the maximum rate permitted under the laws of the Governing Jurisdiction, or twelve percent per annum and with principal and all accrued but unpai"d l"nte1'e-" n-""-bl- 0.... o~ II_....p'.._ ___'.11 (Co. d-~:-eA 0- +'-- &eaw'a..-.... . ::tL rCl,JCl ~ UL 1 ..;:OW lU;:O \;d.;:01l ~ t:~1J1 U .. L..t:: .L 0 LV'Y Agreement) and prior to any distributions pursuant to Sections 4.2, 4.3, or 4.4 hereof. Any such loans made by the Limited Partner shall, at the Limited Partner's sole option, be repaid as to principal and interest by reduction, in whole or in part as the ca.se may be, of the amount of any forthcoming capital contribution or contributions payable by the Limited Partner pursuant to Section 3.2 hereof 8 TRANSPERABILrry AND ASSIGNABILITY OF PARTNERS' INTERESTS. 8.1 General Partner. Except as otherwise expressly provlded herein, the General Partner shall not sell, assign, transfer, mortgage, pledge, or otherwise encumber or dispose of its interest in the Partnership or any part or portion thereof Any such attempted sale, assignment, transfer, mortgage or charge in violation hereof shall be void. 8.2 Limited Partne!". (4)lO/22/82/PHA:aep/ll0l.008-7A -27- Ltd Pship Ag 8.2.1 Unless the Limited Partner has first obtained the written consent of the Operating General Partner (which consent shall not be un- reasonably withheld), the Limited Partner may not assign the whole or a.ny part of its mterest in the Partnership 8S 8 Limited Partner or any attribute of such interest; provlded, however, that the foregoing shall not limit in any way the Limited Partner's right to designate a Substitute Operating General Partner or to transfer a portion of its interest in the Partnership to the Substitute Operating General Partner pursuant to Section 7.2 hereof 8.2 2 The admission or an assignee of the Limited Partner as a substituted limited partner shall be further conditioned upon: 8.2.2 1 The assignee's being lawfully empowered to become a limited partner of the Partnership; 8.2 2.2 Agencies, if required; The written consent thereto of the Governmental 8.2.2.3 The assignment instrument being in form and sub- stance reasonably satisfactory to the Operating General Partner; 8.2.2.4 The assignor and assignee named therein executing and acknowledging such other instrument or instruments as the Operating General Partner reasonably may deem necessary or desirable to effectuate such admission; 8.2.2.5 The assignee's written acceptance and adoption of all of the terms and conditions of this Agreement, as the same may have been amended, and written acceptance of all of the conditions of the Regulatory Agreement; 8.2.2.6 The assignee's paying or obligating itself to pay, as the Operating General Partner may determine, all reasonable expenses incurred in connection with such admission, including but not limited to, the cost of preparing, filing, and publishing any amendment to the Partnership's certificate of limited partnership, as from time to time amended, to effectuate such admission; and 8.2.2 7 The assignee's paying or obligating Itself to pay w1'len due all capital contributions owed or to be owed to the Partnership relating to the Partnership interest acquired by the assignee. 8.3 Mandatory Retirement of General Partner. Upon the occurrence of any of the events hereinafter described, all of the persons or entities comprising the Operating General Partner shall tender their- resignations in writing to the (4)1 O/22/82/PHA:aep/l1 01.008-7 A ~28- Ltd Pship Ag Limited Partner, which resignations shall become effective only if accepted in writing by th~ Limited Partner within thirty days a.fter the date of each such resignation: 8.3.1 Any material breach of any of the General Partner's duties or obligations under this Agreement, the Investment Agreement, or any other agreement delivered concurrently with this Agreement which has continued for a period of ten days; 8.3.2 Any material breach of the Mortgage, any agreement with the Governmental Agencies, or any other agreement given with respect to the financing of the Project which have resulted in the institution of foreclosure proceedings or any suoh agreement has been terminated. 8.3.3 Termination, withdrawal or reduction of any governmental subsidy or mortgage insurance relating to the Project because of an act or omission to act of the General Partner, unless a comparable subsidy has been obtained; 8.3.4 Failure of the aggregate net worth of all persons or entities comprising the Operating General Partner to meet both the test for ruling purposes of a sol~ corporate general partner, under Internal Revenue Service Rev. Proc. 72-13, and the then-current such test, if any, applicable to suoh persons or entities at any time during the term hereof; 8.3.5 The making, by all of the persons or entities comprising the Operating General Pa.rtner. of 8. general assignment for the benefit of their creditors, or the filmg by or against all of the persons or entities comprising the Operating General Partner of a petition to grant to such persons or entities relief as a debtor or for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against all of the persons or entities comprising the Operating General Partner, the same is dismissed within sixty days), or the appointment of a trustee or reoeiver to take possession of, or the attachment, execution or other jUdioial seizure of, substantially all of the assets of all of the persons or entities comprising the Operating General Partner, where such possession is not restored to such persons or entities, or such seizure discharged, within sixty days. If the Operating General Partner resigns pursuant to this Section, then the Operating General Partner shall transfer all of its interest in the Partnership to a successor Operating General Partner or, if none is seleoted by 10096 in interest or the limited partners of the Partnership, to the Partnership; upon such resignation, the Operating General Partner shall have no further right to or interest in any fees set forth in Section 6 hereof which were not earned and payable prior to the (4)1 O/22/82/PHA:aep/ll 0 1 008-7 A -29- L td PShip Ag effective date of such resignation, and no further right to Profits, Losses or any distributions of Partnership funds. In the event the Operating General Partner resigns pursuant to this Section, it shall deliver to the Limited Partner prior to the effectIve date of such resignation an operating manual for the Project containing the information described in Section 2 4.1.8 of the Investment Agree- ment. 8.4 Acquisition of General Partner Interest Following Termination. In the event of a termination of the Partnership pursuant to Section 10.1 1 hereof, the Limited Partner shall have the right to purchase the enUre Partnership interest of each and all of the persons constituting the General Partner for an aggregate amount of $1,000 9 ALLOCATION OF INCOME AND EXPENSE. 9.1 Manner of Allocation. Each item of income, gain, expense or loss of the Partnership and any tax credits shall, for purposes of the Codey for each taxable yetrr be deemed to be allocated among the Partners in the same manner as Profits and Losses are divided among the Partners during that taxable year pursuant to Section 4.l hereof, except as may be otherwise specifically provided in Section 4 hereof. The Limited Partner shall participate in Profits and Losses and distributions as provided in Sections 4.1, 4.2, 4.3 and 4.4 hereof from and after the first day of the calendar month in which this Agreement is executed. 9.2 Transferee Limited Partnet". If the Limited Partner transfers its interest in the Partnership pursuant to the terms and conditions of this Agree- ment, the Profits or Losses Ililoc8.oie to the Limited Partner for the fisca.l year dUflng which the transfer occurs shall be allocated between the Limited Partner and the transferee as they shall agree in accordance with applicable federal tax laws and regulations; provided that if the Partnership does not receive notice of the manner In which such parties have agreed such Profits or Losses are to be allocated between them on or before January 31 of the year following the year in which the transfer occurs, then all of such Profits or Losses shall be allocated as between the Limited Partner and its transferee as of the date of admission to the Partnership of the transferee. 9.3 An ElectIon to Adjust Tax Basis. In the event of the transfer of a Partnership interest or upon the death of an individual limited partner, or in the event of the distribution of Partnership property to any limited partner, the Partnership shall file an election, in accordance with applicable Treasury Regula- tions, to cause the basis of the Partnership property to be adjusted for Federal income tax purposes as provided by Sections 134, 743 and 754 of the Code. lO. DISSOLUTION -- DISTRIBUTIONS. (4)1 O/22/82/PHA:aep/ll 0 1 008-7 A -30- Ltd PShip Ag 10.1 Dissolution. The Partnership shall dissolve and terminate upon the happening of any of the fOllowing events: 10 lIThe retirement. death, informal composition of its creditors, the making of an assignment for the benefit of creditors of, or the filing of a p\!tition under any provision of the Bankruptcy Act of the United States by or agaInst (unless such petition shall have been dismissed within thirty days after filing), or the insolvency, dissolution, or other cessation to exist as a legal entity of any general partner of the Partnership, except that if each of the remaining persons or entities, if any, then constituting the General Partner elects to continue the business of the Partnership, then the Partnership shall not terminate. In the event such remaining persons or entities do not elect to continue the business of the Partnership within thirty days after receipt of notice by the Partnershif> of such event otherwise causing a dissolution and termination, the Partnership shall terminate; or 10 1.2 The determination by all persons and entities comprising the General Partner and 100% in interest of the limited partners that the Partnership should be dissolved, in accordance with state law 10.2 Sale of projeet - Distributions Upon Dissolution and Termination. Upon dissolution and termination of the PartnerShip, the Operating General Partner shall take full account of the Partnership assets and liabilities and, except as otherwise provided in Section 4.6 hereof, the assets shall be liquidated as promptly as is consistent with the obtaining of the fair market value thereof In the event there is a surplus available for distribution, such surplus, together with assets distributed in kind, shall be applied and distributed to the Partners in accordance with Section 4.4 hereof. 11. BOOKS OF ACCOUNT AND REPORTSa 11.1 Books of Account. 11 1.1 The Operating General Partner, at the expense of the Pa.rtner- ship, shall at all times keep and maintain complete and accurate books, records, and accounts of the Partnership, in accordance with practices generally used in the real estate industry applied in 8. consistent manner and as reported in the Partnership return of Income for federal income tax purposes, and in a manner and form acceptable to the C.P.A firm appointed to prepare the Partnership audited financial statements, tax returns and cost certification for the Project, which firm shall be Laventhol &: Horwath (or such other firm as shall be mutually agreed to by the Partners) (except that the General Partner may in its reasonable discretion select any other firm to prepare such cost certification). The Operating General Partner shall caUSe to be provided, at the expense of the (4)lO/22/82/PHA:aep/llOl.008-7 A -31- Ltd Pship Ag Partnership~ to the Limited Partner 11 1 1 I by November 15th of each year an estimate of Profits and Losses for the year ending December 31st, and 11.1 1 2 by the twentieth day following each calendar quarter an unaudited balance sheet and statement of profit and loss of the Partnership. 11 1 2 The books, records, and accounts of the Partnership shall be kept at the principal office of the Partnership. All of the Partners and their duly authorized representatives shall have the right to audit, examine, and make copies of the same during business hours. 11.1.3 The PartnershIp's books shall be kept on an accrual basis. No later than forty-five days after the end of the fiscal year, the Operating General Partner shall furnish the Limited Partner with a statement of profits and losses of the Partnership, a detailed balance sheet of the Partnership, and a statement showing the amounts credited to or charged against the capital aCcounts of all of the Partners pursuant to this Agreement, all in conformity with the Governmental Agencies' requirements. The Operating General Partner, at the expense of the P~tnership, will cause to be provided to the Limited Partner audited financial statements of the Partnership within sixty days after the end of each annual period ending September 30 11.Z Reports to Limited Partner. 11.2.1 The Operating General Partner shall, within five days after the close of any calendar month during which a.ny of the following specified events occurs, notify the Limited Partner of l"eceipt of any notice of default under the Mortgage, breach of the Regulatory Agreement, non-payment of taxes, filing of any lien against the ProJect or the Property, or non-compliance with any federal, state, or local law, ordinance, or regulation, commencement or termination of any lawsuit against the Partnership or any of its property, cancellation or non-renewal of any insurance, cancellation or non-renewal of any subsidy agreement, any extraordinary item charges or credits or any other material charges or credits to income of an unusual nature or any material provisions tor loss, or any other circumstance which, either in amount or time or otherwise materially affects the business of the Partnership or the interests of the Partners. 11.2.2 During the period of occupancy and operation of the Project, the Operating General Partner shall deliver to the Limited Partner within thirty days after the end of each calendar month an operating report showing rental occupancy of the Project, cash receipts and accrued expenses. (4)IO/22/82/PHA:aep/llOl 008-7A -32- Ltd Pship Ag 11.2.3 Throughout the term of this Agreement, the Operating General Partner shall, within five days after the close of any calendar month during which the event occurs, furnish the Limited Partner with notice of any fact causing a breach of any of the representations and warranties contained in Article 3 of the Investment Agreement or any provision of this Agreement. 11.2.4 Upon request of the Limited Partner, the Operating General Partner shall deliver to the Limited Partner a copy of its balance sheet as of the end of the most recent calendar year ll.2.5 Throughout the term of this Agreement the Operating General Partner shall deliver to the Limited Partner at reasonable intervals reports updating the documents to be delivered by the General Partner pursuant to Section 2 of the Investment Agreement, and to the extent then applicable shall deliver to the Limited Partner copies of the following: 11.2.5.1 Monthly construction requisitions; 11.2.5.2 11.2.5.3 11 2.5.4 Occupancy approvals; Photographs of completed Project buildings; Cost certification of owner and builder; 11.2.5.5 AJ1 proposed change orders and all approved change orders; 11 2.5.6 Monthly statements of cash receipts and disburse- ments within thirty days after the end of each month comparing the actual operations to the budget for the current month and the year-to-date, including: (i) bank reconciliation; (ii) listing of accounts payable; (Hi) computation of surplus cash; and (iv) aging of accounts receivable; 11 2.5.7 Copies of all reports provided to the Governmental Agencies, subject to Section 11.6 hereof; 11.2.5.8 Copy of the Governmental Agencies-approved rental sehedule as presently in force, if any; 11 2.5.9 Copy of any annual physical inspection reports provided to the Governmental Agencies; 11.2.5 10 An annual operating budget by no later than December I as to the following calendar year. (4)IO/22/82/PHA:aep/llOl 008-7 A -33- Ltd Pship Ag 11.3 Fisea1 Year. The fiscal year of the Partnership shall be the calendar year 11.4 Bank Aeeounts. Subject to the provisions of the applicable financing documents, including, but not limited to, the agreement of trust, the funds of the PartnerShip shall be deposited in the name of the Partnership in bank accounts insured by the Federal DeposIt Insurance Corporation (the "FDIC") Each Partner may at any time fully exam me the PartnerShipJs bank balances, statements, and accounts. All deposits, including security deposits and funds required by the Governmental Agencies to be escrowed, and other funds not currently needed in the operation of the Partnership business shall, to the extent permitted by applicable requirements of the Governmental Agencies, be deposited in the name of the Partnership in such interest-bearing bank accounts insured by the FDIC or invested in such short-term obligations (maturing within one year) issued or guaranteed by the United States Government as shall be selected by the Operating General Partner 11.5 Tax Matters. The Operating General Partner shall cause to be prepared at Partnership expense by Laventhol &: Horwath (or such other firm as is mutually agreed to by the Partners), the required federal, state, and local tax returns, and shall direct the Partnership's accountants to deliver draft tax returns for review by the Partnership prior to preparation of the final tax returns; copies of such drafts shall be provided to the Limited Partner by the Operating General Partner. The Operating General Partner shall hire such firm to represent the Partnership in all matters before the Internal Revenue Service involving the Partnership directly, or indirectly through a Partner Based upon the fiscal year of the PartnerShIp, said returns shall be prepared in such a way as to maximize tax benefits to the Partners and in accordance with methods set forth by the Limited Partner, and the Operating General Partner shall cause the final form of such returns to be submitted to the Partners not more than forty-five days after the close of each fiscal year 1l.6 Reports to Governmental Agencies. The Operating General Partner shall endeavor to cause to be provided to the Limited Partner at least twenty days prior to its submission to the Governmental Agencies (but in no event later than the date of submission), a copy or the Partnership's annual report or audit to the Governmental Agencies. 11 7 Financial Statements. The Operating General Partner shall provide the Limited Partner with a copy of financial statements of the Operating General Partner certified by the Operating General Partner as true and correct, within 150 days after the close of each calendar year during the term hereof, with respect to such prior year The Operatxng General Partner shall advise the Limited Partner immediately of any adverse change in its financial condition of (4)lO/22/82/PHA:aeplllOl 008-7A -34- Ltd Pship Ag 2096 or more, and upon such advice shall provide the Limited Partner with its current interim financial statements. II 8 Failure to Provide Reports. The parties hereto agree that, because of the reporting requirements of the Limited Partner, the repeated failure, after notice from the Limited Partner, to provide any of the reports, statements, returns or copies l'eferred to in this Section lion a timely basis, where such repeated failure was not caused by Laventhol & Horwath as the PartnerShip's accountants, shall be deemed to be a mater1al default under thls Agreement by the General Partner, and time is of the essence for this purpose. In addition to all other rights and remedies of the Limited Partner for such d~fault, if the General Partner fails to provide a delinquent report within ten days after notice from the Limited Partner, the Limited Partner shall have the right to cause each such delinquent report to be prepared, on an expedited basis, at the General Partner's expense. 12 DEATH/IN'COMPETENCY OF LIMITED PARTNER. The Partnership shall not be terminated or dissolved upon the death or legal incompetency of a limited partner, or, in the case of a limited partner that IS a partnership, joint venture, association, corporation, or trust, the dissolution of such limited partner The personal representative, guardian, or other successor in interest or the limited partner, as the case may be, shall be substituted as a limited partner in the PartnerShIp, with all of the rights, powers, duties and obligations of such deceased, legally incompetent, or dissolved limited partner when approved by the Governmental Agencies, if such approval is required. 13 GENERAL PROVISIONS. 13 1 Amendments. This Agreement may be amended upon the written consent or vote of a majority in interest (measured by each Partner's share of operating Losses) of the General Partner and the Limited Partner, both the General Partner and the Limited Partner voting as one class, and upon receipt of the approval of the Governmental Agencies, if required. Upon amendment of this Agreement, the Partnership's certificate of limited partnerShip shall also be amended, if required by law, to reflect the change. 13.2 Noti<:es. Any and all notices or other communications ...equired or permitted by this Agreement or by law to be served upon or given to a party hereto by any other party hereto shall be in writing, and shall be deemed duly served and given three business days after being sent by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: 13.2.1 If to the Partnership, the Operating General Partner, or the (4)lO/22/82/PHA:aep/llOl 008-7 A -35- Ltd Pship Ag Special Limited Partner, to the residence address of the individuals comprising the Special Limited Partner, and Jansen Properties of Florida, Inc., as follows: 6333 West Douglas A venue Milwaukee, Wisconsin 53218 Jeffrey A. Auslander's residence address, which shall not be used for noti~e purposes, is 1177 West Blue Heron Boulevard, Riviera Beach, FlorIda 33404 Copies of any notice to the Operating General Partner shall also be sent to John A. Erich, l800 Marine Plaza, Milwaukee, Wisconsin, 53202. 13.2.2 If to the Limited Partner, to its residence address, as follows: Real Estate Associates Limited VI 1880 Century Park East Suite 919 Los Angeles, California 90067 The Partnership, the Operating General Partner, the Corporation, or the Limited Partner may change its address for the purpose of this Section by giving written notice of such change to the other parties in the manner provided In this Section. 13.3 Governing Law. This Agreement shall be governed by the laws of the Governing Jurisdiction. 13.4 Beadings. The headings of the articles and sections of this Agreement are inserted for convenience only and are not to be deemed to constitute a part of this Agreement. 13.5 Purther and Additional Documents anc:2 Reports. Each of the parties hereto agrees to execute, acknowledge, and verify, if required to do so, any and all further or additional documents as may be reasonably necessary to fully effectuate the terms of this Agreement. Should the reporting requirements of any state or federal governmental body or agency, to which the Limited Partner or its general partners are subject, be changed at any time during the continuance of the Partnership so as to require that the Limited Partner receive additional or more detailed reports or financial statements from the General Partner, or receive such reports as are now required hereunder within a shorter time period, the General Partner agrees to provide all such reports as and when l"equired after reasonable notice from the Limited Partner relating to such change. 13.6 Counterparts. This Agreement may be executed in counterparts, no one of which has been executed by all of the parties hereto, each one of which (4)lO/22/82/PHA:aep/llOl.008-7 A -36- Ltd Pship Ag shall be considered an original, and all of which, when taken together, shall constitute one and the same instrument. 13 7 Binding Oil Successors and Assigns. Except as otherwise specifically provided herem, thIS Agreement shall be binding upon and inure to the benefit of the executors, administrators, successors, and assigns of the respective Partners. 13.8 No Waiver. The waiver of any breach of any term, covenant, or condition of this Agreement by any of the parties hereto shall not constitute a continumg waiver or waiver of any subsequent breach, either of the same or of any other additional or different term, covenant, or condition of this Agreement. 13.9 SeverabUity. Whenever possible, each provision of this Agreement and all related documents shall be interpreted in such a manner as to be valid under applicable law, but if any such provision is invalid or prohibited under said applicable law such provision shall be ineffective to the extent of such invalidity or prohibition without invalidating the remainder of such provision or the remaining provisions of the affected document. 13.10 A ttomeys' Fees. The parties hereto agree that in the event any party to this Agreement shall be required to initiate legal proceedings to enforce performance of any term or condition of this Agreement, including but not limited to, the payment of monies or the enjoining of any action prohibited hereunder, the prevailing party shall be entitled to recover such sums, in addition to any other damages or compensation received, as will reimburse such prevailing party for attorneys' fees and court costs incurred on account thereof 13.11 Conflict With Agreements. In the event that any provision of this Agreement in any way tends to contradict, modify, Or any way change any term of the Regulatory Agreement or any other agreement entered into between the Partnership and the Governmental Agencies, the terms of the Regulatory Agree- ment or such other agreement entered into between the Partnership and the Governmental Agencies shall prevail and govern so long as the Regulatory Agreement or such other agreement is m effect and by its terms requires such result; or if any proviSIon hereof in any way tends to limit the Governmental Agencies in the subsidizing of the Project, or the regulations and restrictions thereunder, this Agreement shall be deemed amended so as to comply with the requirements of the Governmental Agencies. This Section 13.11 shall auto- matically become void as to the Governmental Agencies at such time as the Mortgage Loan upon the Project is no longer held or insured by the Governm ental Agencies or the Governmental Agencies are no longer subsidizing the Project. 13 12 Project Inspeetiom. Each of the Partners and their duly authorized representatives shall have the right to visit the site of the Project and to make (4)lO/22/82/PHA.:aep/llOl.008-7 A -37- Ltd Pship Ag inspections of the progress and quality of construction and management of the Project and inquiries of the General Partner, the Partnership and their repre- sentatives as to the foregoing 13.13 Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any of the creditors of the Partnership or of the General Partner. 13.14 Consent. If at any time there is more than one limited partner in the Partnership~ the term "consent of the Limited Partner" when use<' herein shall be interpreted to mean the consent of the majority in interest (measured by each Partner's share of Losses under Section 4.1.3 hereof) of the limited partners except where a specified vote is required, in which event such specified vote shall be required. 13.l5 Remedies. Except as provided in Section 3.6 hereof, the rights and remedies of any of the parties hereunder shall not be mutually exclusive, and the exercise of one or more of the provisions hereof shall not preclude the exercise of any other provision hereof Each of the parties confirms that damages at law may be an inadequate remedy for breach or threat of breach of any provision hereof. The respective rights and obligations hereunder shall be enforceable by specific performance, injunction, or other equitable remedy, but nothing herein contained is intended to limit or affeet any rights at law or by statute or otherwise of any party aggrieved as against the other parties for a breach or threat of breach of any provision hereof, it being the intention by this Section to make clear the agreement of the parties hereunder that this Agreement shall be enforceable in equity as well as at law or otherWIse. 13.16 ExcUlpation. The Partnership and the General Partner, and creditors or either of them, shall look only to the assets of the Limited Partner for the performance of any and all Obligations of the Limited Partner hereunder, it being understood and agreed that no general partner or limited partner of the Limited Partner shall have any personal liability under the terms of this Agreement or any agreement entered into in connection herewith. (4)IO/Z2/82/PHA:aep/l101008-7A -38- L td PShip Ag County of ) ) ) SSe State of On this day of , 1982, before me, the undersigned, a notary public in and for said county and state, personally appeare<l , known to me to be the of , the corporation that executed the within instrument, and acknow- ledged to me that such corporation executed the same. I {, ~ / ~ [SEAL] , I I \ I \ \ I' ~ )State of I r) \ "County of ) ) ) 55. On this _ day of , 1982, before me, the undersigned, a notary public in and for said county and state, personally appeared , known to me to be the person who executed the within instrument, ana acknowledged to me that he executed the same. ,\,1 , I; (\ I ) ~I I ( f~R" L] \ () ~.,...~ , I \ I I ,\ "'1 \\ VI J \ .State lof ' J /" " Cd'Jnt)T of' ) ) ) 55. On this day of , 1982, before me, the undersigned, a notary public in and for said county and state, personally appeared , known to me to be the person who executed the within instrument, and acknowledged to me that he executed the same. , / , t j I \ ,? ~ [SEAL] \ \ I ~ \- \ I (4)IO/22/S2/PHA:aep/llOl.008-7 A -40- Ltd Pship Ag EXHIBIT B PER.l\1ITTED ENCUMBRANCES Utility easement in favor of Florida Power & Light Company, according to instrument recorded in O. R. Book 1571, at Page 429 Mineral, gas and petroleum reservations retained by the Trustees of the Intemallmprovement Fund ofthe State of Florida in instruments recorded in Deed Book 709, at Page 546; Deed Book 751, at Page 209; and in Deed Book 822, at Page 121. '0335 0. PSAW RTB HAS B-1 [COUNTERPART SIGNATURE PAGE TO THE MORTGAGE] THE BANK OF NEW YORK TRUST COMP ANY OF FLORIDA, N A, as Trustee By. Name: Title WITNESSES / U STATE OF FLORIDA COUNTY OF PALM BEACH The foregomg mstrument was acknowledged before me this ~ day of May, 1995, by Sherry Farris, Assistant Treasurer of The Bank of New York Trust Company of FlOrIda, N A , a national banking asSOCI~~ ~ ~half of t,he institution, as Trustee She IS personally known to me or has produced . t~~ L.e..es identification. ",~y PlJ OFFICIAL NOTARY SEAL 0..... 6'(?EONARD L SPANGLER JI1 ~ ~ ,. CO....ISSION NUMBER ; .- <( CC433625 "..., i' .. CO....ISSION EXP ("on.....C JAN. 16.1999 ~ My commission expires. My commiSSion number- 10335 04 PS&W RTlI HAS 45 CERTIFICA!l'E OF ~ ~O cza~IFlCU'E OF LIJaTSD PARDEUBIP or BOYeOJr ASBOCZADS, l.!'D. Pursuant ~c the provisions of section 620.109, Florida Statutes, thi.s Florida limited partnership, whOSQ oertificate was filed with the Florida Department ot State on September 22, 1982, adopts the following certificate ot amendment to it. certificate of limited partnership. FIRST: Amendment.: Page 1 of the Amended and Re.tated Agreement and Certificate of Limited Partnership of this Florida limited partnership is amended by deleting Jansen properties of Florida, Inc. and Jeffrey A. Auslander as operating general partner and/or general partners and substituting Rosewood Apartments Corporation, a California corporation which 18 qualified to do business in Florida, .s the new and sole general partner of Boynton Associat.e., Ltd. 8BeORD. This certificAte of amendment shall be effective at the time of its filing with the Florida Department of State. ~BXIU); Dated June~, 1996. <:~~1~A-~ ROSBWooD APARTM2NTS CORPORATION, a California corporation ~~ , By I - Its ~Prel!id.nt ..~ ...ndaeft.~ ""it-\, STATE OF FLORIDA COUNTY OF PALM BEACH The foregomg instrument was acknowledged before me tills ~day of May 1995 by Thomas J Duffy, PresIdent of Jansen Properties of Flonda, Inc , on behalf of the corporation. as general ~ of Boynton AssocIJues. Ltd. He IS personally known to me or has produced ~ as IdentIfication. 103350. PS&W RTS HAS 44 Prind~ ~~ Title OIANNE L APPLE My commissIOn expIres My commISSIon number' .....~..;.~... DIANNE L. APPLE .::.:>f...1;f::. !.:.~. i:" MY CCoMMISSION . CC 307.c34 ~ Ii EXPIRES: SeptsmllGf 17 1997 ....~Rr"~.. .' BandId TIwu NolIIY NIlic lbIIlWIlWI IN WITNESS WHEREOF the Mongagor and Mongagee have executed thIS Mongage as of the day and year first above wntten. BOYNTON ASSOCIATES, LID By ~~~ L. ~.<r&-- effrey -H AuSlander General Panner By Jansen Propenles of Flonda. Inc General Panner By WITNESSES (as to both) '( .-J i / - l..-'r ! ~ ~ I./') - L-- ~ Name / 5T A TE OF FLORIDA COUNTY OF PALM BEACH t:L The foregOIng Instrument was acknowledged before me thIS the ~5 -day of May 1995 by Jeffrey H Auslander a general partner of Boynton ASSOCIates, Ltd , a Flonda limited pannershlp, on behalf of the pannershlp He IS personally known to me ~rf~ (Printed Name) (Title) u.AI':...: 1.. ;1. My commission expires My commiSSIOn number' 10335 001 PS&W RTB HAS 43 ...-;,....-:;..~'F:;.:.. DIANNE L. APPLE '~~:i:' t{ ..' E'} MY COMMISSION' CC 307434 \~ ',Ji;~/ EXPIRES: SeptwnW 17 1997 .~'?:.::;.., IIondId 11Iru NDIIry NIle lMldIrwntn Loan. includmg WIthout IUTIltatIon the prmcIpal premIUm If any and Interest on the Bonds and for the performance of any oblIgatIon under thIS Mortgage or an) other document relatIng to the Loan. WIll be strIctI} and absolutely lImIted to the Mortgaged Property and the leases rents profits and Issues thereof and any other collateral secunng the Loan If an Event of Default occurs under thIS Mortgage or an} other document relatIng to the Loan In connection wIth am such payments or other oblIgations any JudIcIal proceedmgs the Mortgagee may InstItute agamst the Mortgagor WIll be lImIted solely to seekmg the preservatIon, enforcement. foreclosure or other sale or dIsposmon of the lIen and secumy Interest In the Project. and the leases rents profits and Issues thereof and an} other collateral securmg the Loan. In the event of foreclosure or other sale of dISpOSItIOn of the Project or other collateral no judgment for any deficIenC\ In the payments or other oblIgatIons hereunder or under any other Instrument executed or delIvered In connectIon WIth the Loan WIll be obtaInable by the Mortgagee agamst the Mortgagor or the general or lImIted partners of the Mortgagor SectIon 6 13 Time is of the Essence. TIME IS OF THE ESSENCE under thIS Mortgage and the other Loan Documents SectIon 6 14 Future Advances. ThIS Mortgage IS gIven to secure not onh eXIstml! Indebtedness, but also furure advances, whether such advances are obluzatorv or are to . . be made at the optIon of Mortgagee or otherwIse, as are made at any time WIthIn twenty (20) years from the date of thIS Mortgage to the same extent as If such furure advances are made on the date of execution of thIS Mortgage and each such addItIonal loan or advance WIll be equalh secured WIth and have the same prIOrIty as the ongInal Indebtedness secured by thIS Mortgag.e and be subject to all of the terms and prOVISIOns of thIS Mortgage whether or not such addlllonal advance IS eVIdenced by a promISSOry note of Mortgagor and whether or not IdentIfied b) a recnal that It IS secured by thIS Mortgage The total amount of Indebtedness that may be so secured at anyone tIme will not exceed an amount equal to two (2) tImes the ongInal pnnclpal sum of the Note secured hereby and prOVIded further that It IS understood and agreed that thl" future advance provlSlon WIll not be construed to oblIgate Mortgagee to mak.e am su<.:h addmonal advances 10335 o.c PS&W RTll HAS 42 SectIon 6 07 Invalidity of Certain Provisions, Conflicting Provisions. If the securay title granted by thIS Mongage IS InvalId or unenforceable as to an\ pan of the Secured Obhgauons or IS InvalId or unenforceable as to any part of the Mortgaged Propert) the unsecured or partially secured portion of the Secured OblIgatIons shall be complete!\ paid prIor to the payment of the remamIng and secured portion of the Secured Obhganons and all payments made on such obhgatIons whether voluntary or under foreclosure or other enforcement actIon or procedure shall be conSIdered to have been first paId on and applied to the full payment of that portion of the Secured Obhganons WhICh IS not secured or full) secured by the hen of thIS Mongage SectIon 6 08 Subrogation. To the extent that proceeds of the Loan or advances under thIS Mongage are used to pay any outstandmg lIen charge or prIor encumbrance agaInst the Mortgaged Propeny, such proceeds or advances have been or wIll be advanced b) Mortgagee at Mongagor's request, and Mongagee shall be subrogated to any and all nghts and lIens held by any owner or holder of such outstandIng hens. charges and pnor encumbrances IrreSpeCtIve of whether saId hens, charges or encumbrances are released of record SectIon 6 09 Change in Ownership If the ownershIp of the Mongaged Property or any part thereof or Interest thereIn becomes vested In a person other than the entuy shown as Mongagor hereIn whIch owns the same on the date hereof Mortgagee may, Without notice to Mongagor, deal With such successor or successors In mterest With reference to thiS Mortgage and the Secured Obhgatlons 10 the same manner as WIth Mortgagor SectIon 6 10 Assignment of Mortgagee's Interest. It IS expressly agreed that any and all terms of thIS Mortgage, the other Loan Documents and all other agreements made or executed by Mortgagor or others In favor of Mortgagee and all nghts powers pnvIleges options and remedies conferred upon Mortgagee herem and therein shall Inure to and be for the benefit of and may be exercIsed by Mortgagee and ItS successors and aSSIgns, and the word Mortgagee shall also mean and mclude the successor or successors and the assign or assigns of Mortgagee and us successors and assigns Mongagor hereby speCifically grants unto Mortgagee the nght and pnvIlege, at Mongagee s optIon, to transfer and assign to any third person all or any pan of Mortgagee's nghts to receive funds or payments hereunder Section 6 11 Amendments. Subsequent to the mlUallssuance of Bonds and pnor to theIr payment m full or provIsion for such payment havmg been made as prOVIded In the Indenture thIS Mongage may be effecuvely amended only by wntten Instrument executed by the partIes hereto and only upon the condmons and With the effect set fonh 10 the Indenture Section 6 12 Nonrecourse Obligations. Notwlthstandmg any other term or provlSlon contamed m thiS Mortgage or any other mstrument executed or delIvered In connection with the Loan. the personal lIabIhty of the Mongagor and the general and hmlted partners of the Mongagor for any payments due under thIS Mongage or any other document relatIng to the 1033504 PS&W FlTB HAS 41 OblIgatIons such excess shall be refunded to Mortgagor All sums paid or agreed to be paId to Mortgagee for the use forbearance or detentIon of the Secured OblIgatIons shall to the extent permmed by applIcable law be amortized prorated allocated and spread throughout the full term of such obhgatlons untIl payment In full so that the rate of Interest on account of Secured Obhgatlons IS umform throughout the terms thereof The terms and provlSlons of thIS paragraph shall control all agreements between Mortgagor and Mortgagee Sectlon 6 04 Statements by Mortgagor Mortgagor wIthm ten days after bemg gIven notice WIll furnish or cause to be furnished to Mortgagee a wntten statement. statmg the unpaId pnncIpal of and mterest on the Loan and any other amounts secured bv thiS Mortgage and stating that no offset or defense eXists agamst such amounts Mortgagor WIll submIt (1) the annual and quarterly mcome and expense statements on the Mortgaged Property or (11) upon request by Mortgagee such other reports and statements which are prepared by Mortgagor and Its representatIves and agents m the ordmary course of busmess SectIon 6 05 Notices. Whenever Mortgagee or Mortgagor shall deSire to give or serve any notIce demand, request or other commumcatIon With respect to thiS Mortgage each such notIce, demand' request or other commumcatIon shall be m wntIng and shall be deemed to have been gIVen If sent by hand delIvery, overrught couner or certified mail postage prepaid, addressed to the followmg addresses If to Mortgagor" Boynton ASSOCIates Ltd 110 So East Coast Street Lake Worth, FL 33460 AttentIon General Partner If to Mortgagee The Bank of New York Trust Company of Flonda, N A T owermarc Plaza 10161 CenturIon Parkway Jacksonville FL 32256 AttentIon. Corporate Trust DIVISion Any party may at any tIme change Its address for such notices by delIvermg to the other parties hereto as aforesaid, a notice of such change Sectlon 6 06 Captions. The captlons or headings at the begmmng of each SectIon hereof are for the convemence of the parties and are not a part of thiS Mortgage 1033S 04 PS&W RTB HAS 40 ARTICLE VI MISCELLk....'EOUS SectIon 6 01 Governing Law ThIS Mortgage shall be governed by the laws of the State of Flonda In the event that any prOVlSlon or clause of thIS Mortgage conflIcts with applIcable laws such conflIcts shall not affect other provIsIons of thIS Mortgage WhICh can he gIven effect WIthout the conflIctIng provISIOn. and. to thIS end the provISIons of thIS Mortgage are declared to be severable ThIS Instrument cannot be waIved changed discharged or tenmnated orally but only by an Instrument In WrItIng sIgned by the party agaInst whom enforcement of any waIver change dIscharge or ternllnatIOn IS sought. SectIon 6 02 Waiver of Rights. To the full extent Mortgagor may do so Mortgagor agrees that Mortgagor wIll not at any tIme InSISt upon, plea, claIm or take the benefit or advantage of any law now or hereafter In force provIdmg for any appraIsement valuation stay. extenSIon, redemptIon or homestead exemptIon, and Mortgagor for Mortgagor Mortgagor's representatIves successors and assIgns and for any and all persons ever claimIng any Interest In the Mortgaged Property to the extent permmed by law hereby waives and releases all nghts of redemptIon, valuatIon, appraIsement. stay of executIon, homestt:ad exemptIon notIce of electIon to mature or declare due the whole of the Secured OblIgatIons and marshahng In the event of foreclosure of the lIens hereby created If any law referred to In thiS SectIon and now In force of WhICh Mortgagor Mortgagor s heIrs deVIsees representatives successors and aSSIgns or other person mIght take advantage despite thIS SectIon. shall hereatter be repealed or cease to be In force such law shall not thereafter be deemed to preclude the apphcanon of thIS Section. SectIon 6 03 Limitation of Interest. All agreements between Mortgagor and Mortgagee whether now eXIStIng or hereafter ansIng and whether wrItten or oral are expressh hmned so that In no contIngency or event whatsoever shall the amount paId or agreed to he paId to Mortgagee for the use forbearance, or detentIon of the money to be loaned pursuant to the Loan Agreement, or otherwIse or for the performance or payment of any covenant or obhgation contamed hereIn, exceed the maXImum amount permIssible under applIcable la\\. If from any CIrcumstance whatsoever fulfillment of any prOVISIon hereof at the tIme performance of such provlSIon shall be due shall Involve transcendIng the lImit of valIdIty prescribed by law then. ipSO facto the oblIgatIon to be fulfilled shall be reduced to the lImit of such valIdIty and If from any such CIrcumstance Mortgagee shall ever receIve as Interest under the Loan Agreement the Note or thIS Mortgage or otherwIse anythmg of value WhICh would exceed Interest at the hIghest lawful rate, such amount that would be exceSSIve mterest shall be applIed to the reductIon of the prinCIpal amount OWIng under the Loan Agreement or on account of other Secured OblIgatIons and not to the payment of Interest or, If such exceSSIve mterest exceeds the unpaId balance of pnncIpal of the Loan Agreement, the Note and such other Secured ,0335 ().oI PS&W RTB HAS 39 hereafter held by Mortgagee It bemg agreed that Mortgagee shaH be entItled to enforce thiS Mortgage and any other securIty no\!. or hereafter held b} Mortgagee m such order and manner as It may 10 us absolute dISCretlOn detennme No remedy herem conferred upon or reserved to Mortgagee IS Intended (0 be exclUSIve of any other remedy gIven hereunder or no\!. or hereafter exIStIng at law or In equIty or by statute Every power or remedv gIven by any of the Loan Documents to Mortgagee or to WhICh Mortgagee may be otherwise entItled mal be exercised concurrently or mdependently from tlme to time and as often as may be deemed expedient b\ Mortgagee Mortgagee may pursue mconsIstent remedIes The acceptance by Mortgagee of any sum after the same IS due shall not constitute a waiver of the nght eIther (0 reqUIre prompt payment, when due of all other sums hereb\ secured or to declare a default as herem prOVided The acceptance by Mortgagee of an) sum m an amount less than the sum then due shall be deemed an acceptance on account only and upon condmon that It shalI not constltute a waIver of the obhgauon of Mortgagor to pay the entIre sum then due and failure of Mortgagor to pay such entIre sum then due shall be and continue to be an Event of Default notWIthstandIng such acceptance of such amount on account as aforesaId Mortgagee shall be at all times thereafter and untIl the enure sum then due shall have been paid and notwIthstandmg the acceptance by Mongagee thereafter of further sums on account, or otherwIse entItled to exerCIse all nghts 10 thIS Instrument conferred upon them or eIther of them and the nght to proceed WIth a sale under any notIce of default, or an electIon to sell or the nght to exerCIse any other nghts or remedIes hereunder shall In no way be ImpaIred whether any of such amounts are received pnor or subsequent to such proceedmg election or exerCIse Consent by Mortgagee to any action or mactlon of Mortgagor which IS subject to consent or approval of Mortgagee hereunder shall not be deemed a waIver of the nght to reqUIre such consent or approval to future or succeSSIve actIons or macuons 10335 c. PS&W Rill HAS 38 proceeds and payments that may then and/or m the future be due and OWIng under and/or as a result of such nghts Where It IS necessary for Mortgagee to attempt to collect an) such proceeds and/or pavments from the obhgors therefor Mortgagee ma) compromIse settle extend or renew for any penod (whether or not longer than the ongmal penod) am oblIgatIon or Indebtedness thereunder or eVidenced thereby or surrender release or exchange all or am part of saId oblIgatIon or Indebtedness WIthout affectIng the lIabilIty of Mortgagor under the Mortgage or under the mdebtedness To that end Mortgagor hereby Irrevocabl) constitutes and appoInts Mortgagee as ItS attorney-m-fact coupled wIth an mterest and WIth full power of substItutlon, to take any and all such actions and any and all other actlons permmed herebv either In the name of Mortgagor or Mortgagee Section 5 03 Remedies under Indenture and Loan Documents. In addItIon to any other remedy available to the Mortgagee as proVided herem m Section 5 02 or otherwise the Mortgagee may exerCIse any remedv avaIlable to It under the Indenture or under any of the Loan Documents SectIon 5 04 Application of Moneys, Effect of Sale Subject to SectIon 7 03 of the Indenture Mortgagee may apply any moneys and proceeds received by Mortgagee as a result of the exerCIse by Mortgagee of any rIght conferred under thIS SectIon 5 02 In such order as Mortgagee In Its dISCretlOn may elect agaInst (I) all costs and expenses mcludmg reasonable attorneys' fees Incurred m connectIon WIth the operatlon of the Mortgaged Property the performance of Mortgagor's oblIgations under the leases of all or any portIon of the Mortgaged Property and the coiiectIon of the rents thereunder" (n) all costs and expenses mcludmg reasonable attorneys fees mcurred m the collectlon of any or all of the Secured ObhgatIons mcludmg those mcurred m seekmg to realIze on or to protect or preserve Mortgagee s mterest In any other collateral secunng any or all of the Secured OblIgatlons, (m) any or all unpaId pnnclpal on the Secured ObhgatIons (IV) any other amounts owmg under the Loan Documents and (v) accrued mterest and charges on any or all of the foregomg The remamder If any shall be paid to Mortgagor or any person or entIty lawfully entItled thereto SaId sale shall forever be a bar agamst Mortgagor, ItS legal representatIves successors and aSSIgns and all other persons ClaImIng under any of them It IS expressly agreed that the reCitals In each conveyance to the purchaser shall be full eVIdence of the truth of the maners therem stated and all lawful prereqUIsItes to saId sale shall be conclusIvely presumed to have been performed SectIon 5 03 Remedies Not Exclusive Mortgagee shall be entItled to enforce payment and performance of any Secured OblIgatIons hereby and to exerCIse all rIghts and powers under thiS Mortgage or under any Loan Documents or other agreement or any laws now or hereafter In force. notWIthstandIng some or all of the Secured OblIgatIons may now or hereafter be otherwIse secured whether by securIty deed mortgage pledge, hen, assignment or otherwise NeIther the acceptance of thiS Mortgage nor Its enforcement, whether by court actIon or pursuant to the power of sale or other powers herem contaIned shall prejudice or m any manner affect Mortgagee's rIght to realIze upon or enforce any other securIty now or 10335 o.c PS&W RTB HAS 37 bound for the payment of such mdebtedness All expenses fees and compensatIOn mcurred m connectIon with such receIvershIp WIll be secured b\ the hen of thIS Mortgage untIl paId The receIver and the receIver s agents WIll be entitled to enter upon and take possessIon of am and all of the Mortgaged Property together WIth an\ and all busmesses conducted thereon and aU bus mess assets used m conjunctIOn therewith or thereon, or any part or parts thereof and operate and conduct such bus mess or busmesses to the fullest extent allowed by law and by the provIsIons of the order appomtIng receIver (k) Payment or Perfonnance of Oblzgatlons Mortgagee may pay perform or observe any term, covenant or condItIon of thIS Mortgage and any of the other Loan Documents and all payments made or costs or expenses mcurred by Mortgagee In connection therewith shall be secured hereby and shall be WIthout demand Immedlate!\ repaId by Mortgagor to Mortgagee The necessIty for any such actIons and the amounts to be paId shall be determmed by Mortgagee m Its dISCretIOn. Mortgagee IS hereby empowered to enter and to authorIze others to enter upon the Mortgaged Propert\ or am part thereof for the purpose of performmg or observmg any such defaulted term covenant or conditIon WIthout thereby becommg lIable to Mortgagor or any person In possessIOn holdIng under Mortgagor Mortgagor hereby acknowledges and agrees that the remedies set fonh m thIS Section 5 02(d) shall be exerCIsable by Mortgagee and any and all payments made or costs or expenses Incurred by Mortgagee m connectIon thereWIth shall be secured hereby and shall be without demand Immedlatelv repaid h\ Mortgagor notwlthstandmg the fact that such remedies were exerCIsed and such payments made and costs mcurred by Mortgagee after the filmg by Mortgagor of a voluntary case or the filmg agamst Mortgagor of an mvoluntary case pursuant 10 or wIthm the mearnng of the Bankruptcy Code, Title 11 use . or after any slmllar actIon pursuant to any other debtor relIef law (whether statutory common law case la\l. or otherwIse) of any JUrISdICtIOn whatsoever now or hereafter m effect. which ma\ he or become applIcable to Mortgagor. Mortgagee the Secured OblIgatIons or any of the Loan Documents (I) Cumulative Remedies Mortgagee s remedies as proVided herem shall be cumulative m nature and nothmg under thiS Mortgage shall be construed as to lImit or restrIct the Options and remedIes available to Mortgagee followmg any Event of Default or to In any way lunIt or restrIct the rIghts and abilIty of Mortgagee to proceed dlrectl) agaInst Mortgagor andlor agaInst any guarantor surety or endorser of the mdebtedness or to proceed agamst other collateral dIrectly or mdlrectly securIng any such Indebtedness Mortgagee shall have the further rIght. whether or not an Event of Default then eXISts under thiS Mortgage where approprIate and wlthm Mortgagee s sole discretIon, to file SUlt, eIther In Mortgagee s own name or In the name of Mortgagor to collect any and all 10335 ()oO PS&W RTB HAS 36 (f) AutomatIC Transfer of RIghts In the event of foreclosure under thIS Mortgage or other transfer of tItle or asslgrunent of the Mortgaged Property or am part or parts thereof In lIeu of payment of the Indebtedness whether In whole or In part. all polICIes of Insurance and other nghts applIcable to the foreclosed upon or transferred Mortgaged Property shall automatIcally Inure to the benefit of and shall pass to the purchaser(s) or transferee(s) thereof subject to the nghts of the purchaser(s) or transferee(s) to reject such Insurance coverage and/or nghts at ItS or theIr sole optIon and electIon. (g) Specific Perfonnance Mortgagee may In addltIon to the foregOing remedIes or In lIeu thereof In Mortgagee s sole dISCretIOn. commence an approprIate actIon agaInst Mortgagor seekIng speCIfic performance of any covenant contaIned herein or In aId of the executIon or enforcement of any power hereIn granted (h) Mongagee s RIght to DIrectly Collect and ReceIve Proceeds and Payments Before or After Default Mortgagee shall have the nght, at Its sole optIon and electIon. at any tIme to dIrectly collect and receIve all proceeds or payments ansIng under or In any way accrumg from Mortgagor's rIghts, as such amounts become due and payable In order to permIt the foregOIng Mortgagor uncondltIonally agrees to delIver to Mortgagee, ImmedIately follOWIng demand, any and all of Mortgagor s records ledger sheets, and other documentatIon, In the form requested by Mortgagee, WIth regard to Mortgagor s rIghts and any and all proceeds and/or payments applIcable thereto (i) RIght of Entry Mortgagee may enter upon and take possessIOn of the Mortgaged Propeny WIthout the appoIntment of a receIver or an applIcation therefor' at ItS optIon operate the Mortgaged Property at ItS optIon, exclude Mortgagor and ItS agents and employees wholly therefrom at Its optIon, employ a managIng agent of the Mortgaged Property and at ItS optIon, exerCIse anyone or more of the nghts and powers of Mortgagor to the same extent as Mortgagor could eIther In Its own name or In the name of Mortgagor; and WIth or WIthOut takIng possessIOn of the Mortgaged Property receIve the Rents Mortgagee shall have no oblIgatIon to discharge any dutIes of a landlord to any tenant of any portIon of the Mortgaged Property or to Incur any lIabIlIty as a result of any exerCIse by Mortgagee of any nghts hereunder' and Mortgagee shall not be lIable for any failure to collect Rents nor hable to account for any of the Rents unless actually receIved by Mortgagee (j) ReceIver Mortgagee may apply as a matter of StrIct rIght, WIthOut notIce and WIthout regard to the solvency of any party bound for Its payment, for the appointment of a receiver to take possessIOn of and to operate the Mortgaged Property and to collect and apply the Incomes and Rents thereof Mortgagor hereby consents and agrees to the appoIntment of such receIver after an Event of Default. regardless of the value of the securIty for the Indebtedness secured hereby or of the solvency of any party 1033504 PS&W RTB HAS 35 documents Instruments and mOnies of Mortgagor pertaIning thereto and mcludmg the rIghts and the posltlon of Mortgagor under any leases subleases the HAP Contract or other contracts relanng [0 the use occupatIon. enjoyment, management and mamtenance thereof and to hold operate and manage the same and emplo) such agents and attorneys as ma) be necessarY WIth respect thereto (or prOVide for management of the same WIth any person or corporatIon acceptable to the Mortgagee) and from tIme to tIme make all necessary repaIrs and Improvements or take such other actIon as Mortgagee shall deem approprIate In so domg Mortgagee shall have the rIght to exerCIse all of the nghts and powers of the Mortgagor eIther m the name of the Mortgagor or otherwIse mcludmg WIthout lImItIng the generalIty of the foregomg (I) the rIght to lease operate and manage the Mortgaged Property or any part thereof (11) to cancel modIfy renew or extend the HAP Contract or any lease or sublease of the Mortgaged Property or any part thereof (m) to demand collect, receive sequester sue for and recover m Its own name all presently owmg or future rents revenues and other mcome, charges and moneys therefrom and out of the same and any moneys received from any receiver after deductmg all proper costs and expenses of so takmg operating holdmg and managmg the same, mcludmg reasonable compensatIon to Mortgagee Its agents and counsel pay and/or set up proper reserves for the payment of any or all of the followmg m such order and amounts as Mortgagee, may elect. the payment of any sums due under any prIor hen, taxes water and sewer rents, charges and claImS Insurance premiums and all other carrymg charges expenses mcurred WIth respect to the mamtenance operation, management, repair or restoratIon of the Mortgaged Property and on account and m reductIon of the Secured Obhganons and Mortgagee shall be entItled to have a receIver or receivers appomted (and Mortgagor hereby consents to the appomtment of any such receIver or receIvers) to take posseSSIOn of the Mortgaged Property (WIthout bemg gUIlty of a trespass) and to collect all rents mcome and revenues Without nonce to Mortgagor and WIthOut regard to the valuanon of the Project, or the solvency or msolvency of Mortgagor or any other person hable for any part of the obhgatIons and Indebtedness secured hereby and WIthout prejUdICe to any other rIghts or remedIes of Mortgagee In the event that all Events of Default have been cured to the satIsfactIon of Mortgagee and Mortgagee shall have surrendered posseSSIOn to Mortgagor, ItS successors or assigns the rIght of entry prOVIded m thIS Section shall agam eXIst upon any subsequent Event of Default. (e) Separate Sale of Mongagor s Rights Following Default Mortgagee shall have the additIonal nght, at Its sole option, to separately sell the aforesaId rIghts or any part or parts thereof at prIvate or pubhc sale at such pnce or prIces as Mortgagee may deem best, eIther for cash or for any other compensation, or on credIt, or for future dehvery WIthOut the assumption of any credIt rIsk The sale of the aforesaId rIghts may be WIthOut appraIsement, the benefit of WhICh IS also expressly waived by Mortgagor Mortgagee may exercise any other remedIes WIth regard to Mortgagor's rIghts as may be authonzed under the laws of the State 103350. PS&W RTB HAS 34 Mongaged Property and the faIlure to mak.e any such tenants parnes to am foreclosure proceedmgs and to foreclose their rIghts '" III not be assened b\ Mortgagor [Q be a defense to any proceedmgs Insmuted bv Mongagee [0 collect the Secured Obligations If the Secured OblIgations are now or hereafter funher secured bv am chane! mortgages pledges contracts of guaranrv assIgnments of lease or other securIty Instruments Mongagee may at ItS opuon exhaust the remedIes granted under any of saId secunrv eIther concurrently or Independently and m such order as Mortgagee may determIne In ItS dIscreuon. Upon anv foreclosure sale Mongagee may bId for and purchase the Mongaged Property and shall be entItled to apply all or any part of the Secured OblIgatIons as a credIt to the purchase prIce In the event of any such foreclosure sale by Mongagee Mortgagor shall be deemed a tenant holdmg over and shall forthwith deliver possessIOn to the purchaser or purchasers at such sale or be summarIh dIspossessed accordIng to provlSlons of law applIcable to tenants holdIng over In case Mongagee shall have proceeded to enforce any rIght. power or remedy under thrs Mongage by foreclosure entry or otherwIse or m the event Mongagee commences adveI11smg of the Intended exerCIse of the sale under power proVIded hereunder and such proceedIng or advertIsement shall have been WIthdrawn. dIscontInued or abandoned for any reason. then In every such case (i) Mongagor and Mongagee shall be restored to theIr former posmons and nghts (11) all rIghts powers and remedIes of Mortgagee shall be restored to theIr former pOSItIons and rIghts, (n) all rIghts powers and remedIes of Issuer shall contInue as If no such proceedIng had been taken, (m) each and everv Event of Default declared or occumng pnor or subsequent to such wIthdrawal dIscontInUance or abandonment shaH be deemed to be a contInuIng Event of Default. and (IV) neIther thIS Mongage. nor the Note, nor the Secured OblIgatIons nor any other Loan Document shall be or shall be deemed to have been reInstated or otherwIse affected by such wIthdrawal, dIscontInuance or abandonment. and Mongagor hereby expresslv waIves the benefit of any statute or rule of law now prOVIded or WhICh may hereafter be proVIded WhICh would produce a result contrary to or In conflIct WIth thIS sentence (c) ConfessLOn of Judgment For purposes of foreclosure under FlOrIda executory process procedures Mongagor confesses Judgment and acknowledges to be Indebted umo and In favor of Mongagee, up to the full amount of the Indebtedness In prInCIpal Interest, costs, expenses anorneys fees and other fees and charges Mongagor further confesses Judgment and acknowledges to be Indebted unto and In favor of Mortgagee In the amount of all addmonal advances that Mortgagee mav make on Mortgagor s behalf pursuant to thIS Mongage, together WIth Interest thereon (d) Surrender of PossessLOn, RIghts and DutIes of Mongagee in PosseSSIon Upon the happemng and dUrIng the contInuance of an Event of Default. Mortgagor upon demand of the Mongagee shall fOrthWIth to the full extent permItted by law surrender possessIOn of the Mongaged Property and Mongagee shall have the rIght to take possessIOn of all or any pan of the Mongaged Propeny together WIth the books papers 1033500& PS&W RTll HAS 33 SectIon 5 02 Rights of Mortgagee Upon Event of Default. Upon the occurrence of an Event of Default, Mortgagee ma\ at Mortgagee s sole opuon exercIsed In Mortgagee s sole dISCretIOn pursue anyone or more of the following remedIes provIded, however that Mortgagee may not accelerate the Indebtedness secured herebv unless dIrected or permitted to redeem the Bonds pursuant to the Indenture or the Loan Agreement and prOVided funher that Mortgagee shall have the power to declIne to exerCIse an) rIght granted under thIS Mongage WhICh, In the sole dISCretIOn of Mortgagee based upon WrItten adVice by Its counsel may cause Mortgagee to Incur corporate or personal liabIlity under any environmental la\l. (a) AcceleratIOn. Foreclosure Mortgagee shall have the rIght. at us sole optIon to accelerate the maturIty and demand IITUnedIate payment In full of all or any portIon of the Secured OblIgatIons Mortgagee shall then have the rIght to commence approprIate foreclosure proceedings agaInst the Mortgaged Property and against Mortgagor s rIghts as proVided In thiS Mortgage (b) SeIzure and Sale of Mongaged Propern' In the event that Mortgagee elects to commence appropnate Flonda foreclosure proceedIngs under thIS Mortgage Mortgagee may cause the Mortgaged Property, or any part or parts thereof to be Immediately seIZed and sold In accordance WIth applIcable FlOrIda law to the hIghest bidder for cash, WIth or WithOut appraIsement, and WIthout the neceSSIty of makIng addItIonal demand upon or notIfying Mortgagor or plaCIng Mortgagor In default all of WhICh are expressly waived At any such publIc sale, Mortgagee may execute and delIver to the purchaser a conveyance of the Mortgaged Property or any pan of the Mortgaged Property In fee sunple With full warrantIes of tItle, and to thiS end Mortgagor hereby constItutes and appoInts Mortgagee the agent and attorneY-In-fact of Mongagor to make such sale and conveyance, and thereto to dIvest Mortgagor of all rIght tItle and equity that Mortgagor may have In and to the Mortgaged Property and to vest the same In the purchaser or purchasers at such sale or sales and all the acts and dOIngs of said agent and attorneY-in-fact are hereby ratIfied and confirmed and any recitals m said conveyance or conveyances as to facts essentIal to a valId sale shall be bIndmg upon Mortgagor The aforesaid power of sale and agency hereby granted are coupled WIth an Interest and are Irrevocable by death or otherwise and shall not be exhausted by one exercise thereof but may be exerCised untIl full payment of all of the Secured OblIgatIons In the event of any sale under thIS Mortgage by virtue of the exercise of the powers hereIn granted or pursuant to anv order In any JudICial proceedIng or otherwIse the Mortgaged Property may be sold as an entIrety or In separate parcels and In such manner or order as Mortgagee In ItS dISCretIOn may elect, and If Mortgagee so elects, Mortgagee may sell the personal property covered by thIS Mortgage at one or more separate sales In any manner permItted by the Dee and one or more exerCIses of the powers herem granted shall not extmgUlsh nor exhaust such powers until the enure Mortgaged Property IS sold or the Secured OblIgatIons are paid In full Mortgagee may at Its optIon, sell the Mortgaged Property subject to the rIghts of any tenants of the 10335 (lot PS&W RTB HAS 32 (e) a court of competent jUnSdICtIOn shall enter an order judgment or decree approvmg a petItion filed agamst Mortgagor seekmg an) reorgaruzatIon dISSolutIon or SImilar rellef under any present or future federal srate or other statute law or regulatIOn relatmg to bankruptcy msolvenc\ or other relIef for debtors and such order judgment or decree shall remam un vacated and unstaved for an aggregate of 60 days (whether or not consecutive) from the first date of entry thereof or anv trustee receIver or lIqUIdator of Mortgagor or of all or any part of the Mortgaged Property or of any or all of the royaltIes revenues rents Issues or profits thereof shall be appomted WIthout the consent or acqUIescence of Mortgagor and such appomtment shall remam unvacated and unstaved for an agg:regate of 60 davs (whether or not consecutIve) ......... - .. (f) a wnt of executIon or attachment or any SImIlar process shall be Issued or leVIed agamst all or any part of or mterest m the Mortgaged Property or any Judgment mvolvmg monetary damages shall be entered agamst Mortgagor WhICh shaH become ,a hen on the Mortgaged Property or anv portion thereof or mterest therem and such executlon. attachment or slITular process or judgment IS not released bonded satisfied vacated or stayed wIthm 60 days after ItS entry or levy, (g) any SUit or proceedmg shall be filed agaInst Mortgagor or an endorser surety or guarantor of Mortgagor on any of the Loan Documents whIch. If adverseh detenmned could substantIally ImpaIr the abIlIty of Mortgagor or any endorser surer\ or guarantor of Mortgagor to perform any of theIr oblIgatIons contamed In the Loan Documents as determmed by Mortgagee in Its sole and absolute dISCretlOn. (h) If dunng the term of the Loan secured by thIS Mortgage Mortgagor shall without the pnor wrItten approval of Mortgagee (as provIded m Section 1 17 hereof and m SectIon 5 2 of the Loan Agreement) sell convey alIenate mortgage or encumher tht: Mortgaged Property or any part thereof or any mterest therem except for Permltled Encumbrances or shall be dIvested of Its title or any mterest therem. m any manner whether voluntarily or mvoluntanly or If there IS any merger consolidatIon or dISSolutIon affectmg Mortgagor' (I) any aSSIgnment by Mortgagor of the whole or any part of the Rents to any person WIthOUt the consent of Mortgagee or If WIthout such consent. Mortgagor shall otherwIse funher encumber the Mortgaged Property or any portIon thereof (mcludmg WIthout lImitatIon. secured transactlons under the DCC) except m connectIon with PermItted Encumbrances or as permItted by Section 1 17 hereof. or (J) at any tIme any representauon. warranty or statement made by Mortgagor In any Loan Document or certificate delIvered by Mortgagor shaH be Incorrect or mIsleadmg many matenal respect. or any matena) mlsrepresentatlon shall at any tIme be made to Mortgagee by Mortgagor 1033504 PS&W RT8 HAS 31 ARTICLE V EVE~TS OF DEFAULT A.;~D REMEDIES UPOl\ EVENTS OF DEF ALL T SectIon 5 01 Events of DefauLt. Anyone or more of the following events shall be deemed an Event of Default hereunder' (a) faIlure by Mortgagor to pay when due (1) any payment of principal of or Interest on the Loan or (11) anv other sum secured hereby or due hereunder or under am other Loan Document. (b) faIlure by Mortgagor to punctually perform or observe any covenant or agreement contained In thIS Mortgage (other than the monetary oblIgatIons descnbed In paragraph (a) above) and such fallure shall not have been cured wIthin 30 davs after WrItten notIce from Mortgagee of such fallure prOVided however that (A) there shall be no grace or notIce period applIcable to any such default which In the reasonable judgment of Mortgagee IS WIllfully and knOWingly commItted and (B) In the case of any such default WhICh IS susceptible of cure but not WIthin the applIcable tIme penod. prOVided any delay In exercIsing Mortgagee s remedies hereunder beyond such applIcable tIme perIod could not have a materIal adverse effect on the lIen upon the Mortgaged Propertv or the value of the securIty proVided thereby no Event of Default shall be deemed to occur so long as Mortgagor promptly commences to cure such default wIthm the applIcable tIme penod and thereafter dIlIgently and contInuously pursues such cure to completIon Within 180 days. (c) the occurrence of a default or an event of default under anv Loan Document (other than thIS Mortgage) (d) Mortgagor shall file a voluntary petltIOn In bankruptcv or shall be adjudicated a bankrupt or Insolvent. or shall file any petItIon or answer seeking or acqUiescing m anv reorgamzatIon. arrangement. composltlon. readjustment. lIqUidatIon. dissolutIon or SimIlar rehef for Itself under any present or future federal state or other statute law or regulatIon relatIng to bankruptcy Insolvency or other relIef for debtors or shall seek or consent to or acqUiesce In the appointment of any trustee receiver or lIqUidator of Mortgagor or of all or any part of the Mortgaged Property or of any or all of the royaltIes revenues rents Issues or profits thereof or shall make any general assignment for the benefit of credItors or shall admIt In wrIting Its inabIlIty to pay ItS debts generally as they become due. 10335 [).oI PS&W RTB HAS 30 (d) the Personal Property WIll be kept on or at the Property and Mortgagor will not remove the Personal Property from the Property without the pnor wntten consent of Mortgagee except such portIOns or Items of Personal Property WhICh are consumed or worn out In ordmary usage all of WhICh shall be promptly replaced by ~",1ortgagor v. Ith new items of equal or greater qualIty and (e) all covenants and obhgatIons of Mortgagor contamed herein relatmg to the Mortgaged Property shall be deemed to apply to the Personalty to the extent applIcable whether or not expressly referred to herem. 10335 ()4 PS&W RTB HAS 29 specIfically provided herem to the contrary Mortgagee shall have the nght of possessIOn of all cash, securItIes, mstruments negotlable mstruments documents certificates and any other eVidences of cash or other property or eVidences of nghts to cash or other property which are now or hereafter a part of the Mortgaged Property and Mortgagor shall prompth deliver the same to Mongagee WIthOut further notlce from Mortgagee Mongagor hereby Irrevocabl) agrees that Mongagee may at the optIon of Mongagee gIve notIce from tIme to tIme to any one or more persons or entItles who ma) have or owe or be expected thereafter to have or owe any pavment or other property of any nature WhICh IS or may become a part of the Mongaged Propeny of the secunty mterest of Mongagee therem or of the nght. If any of Mongagee to possesslOn thereof and where Mongagee has such a nght of possession. Mongagee may demand of such persons or entItles dehvery of any such payment or other propeny dlrect)y to Mortgagee If Mortgagee shall at Its optlon so request. Mongagor Will JOin In any such notices With Mongagee The names of the Debtor" and the "Secured Pany" (which are Mongagor and Mortgagee respectIvely), the address of the "Secured Parry" from whIch mformatIon concermng the secunty Interest may be obtamed and the address of "Debtor," are as set forth m Section 6 05, hereof and a statement mdlcatmg the types, or describmg the Items of collateral IS set forth hereInabove Mortgagor agrees to furrush Mongagee WIth notIce of any change m the name, IdentIty, corporate structure reSidence, pnnclpal place of busmess employer s IdenuficatIon number or maIlmg address of Mongagor wlthm ten (10) days of the effectIve date of any such change SectlOn 4 02 Wan-anties, Representations and Covenants of Mongagor Mortgagor hereby warrants, represents and covenants WIth respect to the Personalty as follows (a) except for the secunty mterest granted hereby Mongagor IS and as to am of the Personalty to be acqUired after the date hereof wIll be the sole owner of th~ Personalty free from any adverse hen. securIty Interest. encumbrance or adverse claims thereon of any kmd whatsoever except for PermItted Encumbrances Mortgagor v. III notIfy Mongagee of and Will defend the Personalty agamst. all prohibIted claims and demands of all persons at any tIme claImmg the same or any mterest therem (b) Mongagor will not lease sell conveyor m any manner transfer the Personalty (except Personalty transferred m the ordInary course of busmess and replaced by Personalty of a slffiIlar nature and havmg at least the same value as the Personalt\ replaced) without the pnor wrItten consent of Mongagee, (c) the Personalty IS not used or bought for personal or famIly purposes 10335 Cot PS&W RTB HAS 28 ARTICLE IV SECURIT\ AGREEMENT SectIon 4 01 Creation of Security Interest. ThIs Mortgage IS hereby made and declared to be a securIty agreement encumbenng each and every Item of personal propertv mcluded herem as a part of the Mortgaged Property (referred to m thiS ArtIcle IV as the Personalty") m complIance WIth the prOVIsIons of the Uniform CommercIal Code (the UCC") Mortgagor by executmg and delIverIng thIS Mortgage has granted and hereby grants to Mortgagee as security for the Secured OblIgatIons a securIty mterest m the Personalty The remedIes for any Event of Default WIth respect to the covenants terms and condmons of the securIty agreement contamed m thIS Mortgage shall be as prescribed herem. or as prescribed by general law or as prescribed by the DCC all at Mortgagee's electIon m the dISCretIOn of Mortgagee After occurrence of an Event of Default for WhICh no cure penod IS proVIded under the Loan Documents or whIch IS not cured wIthm the cure penod applIcable thereto upon request or demand by Mortgagee, Mortgagor shall at Its expense assemble all of the Personalty With respect to WhICh such request or demand IS made and make the same avaIlable to Mortgagee at a convenient place upon the Land (or wIthm Improvements upon the Land as may be appropnate for the protectIon of such Personalty) acceptable to Mortgagee Any notIce of sale, dISpOSItlOn or other actIon by Mortgagee WIth respect to the Personalty sent to Mortgagor m accordance wIth the provISIOns hereof relatIng to commurncatIons at least five (5) days pnor to such actIon shaH constItute adequate and reasonable notIce to Mortgagor of such actIon. Mortgagor and Mortgagee agree that all property used m connectIon WIth the productIon of mcome from the Mortgaged Property or adapted for use therem or WhICh IS deSCrIbed or reflected m thIS Mortgage, IS and at all tImes and for all purposes and mall proceedmgs legal or eqUitable shall be regarded as part of the real estate mortgaged hereunder and that the filmg of any financmg statement or statements m the records normally havmg to do WIth personal property shall not m any way affect such agreement, prOVIded however that Mortgagee may determme In Its discretIon that certam Items of such property constItute personal property and are subject to remedIes avaIlable WIth respect to personal property The mentIon many financmg statement or statements of nghts m and to (a) the proceeds of any Insurance polIcy or (b) any award In emment domaIn proceedmgs for a takmg or for loss of value or (c) any payment for damage to or losses assocIated WIth the Mortgaged Property or (d) Mortgagor s mterest as lessor In any present or future lease or nghts to mcome growmg out of the use and/or occupancy of the Mortgaged Property shall not In any way limit any of the nghts of Mortgagee as determmed by thiS Mortgage or affect the pnorIty of Mortgagee's secunty mterest granted hereby or by any other recorded document, It beIng understood and agreed that such mentIon m such financmg statement or statements IS solely for the protectIon of Mortgagee m the event any court shall at any tIme hold With respect thereto, that notIce of Mortgagee's pnonty of Interest, to be effectIve against all persons or agaInst a particular class of persons must be filed m the UCC records Except WIth respect to rental payments and secunty deposIts to the extent 10335 (lot F'sa.w RTB HAS 27 to make Mortgagee responsible or lIable for any waste commmed on the Mortgaged Property by the tenants or any other partIes or for any dangerous or defectIve conditIon of the Premises or for any act or omission relatIng to the management. upkeep repair or control of the Mortgaged Property that results in loss or Injury or death to any person. 10335()l PS&WRTB HAS 26 ARTICLE III ASSIG"MENT OF RENTS. ISSUES ..\..'\'D PROFITS Section 3 01 Assignment of Rents Mortgagor hereby absolutelv assigns and transfers to Mortgagee all the rents Issues and profits of the Mortgaged Property (mcludmg wIthout lImItation. the Rents) and hereby gIves to and confers upon Mortgagee the right power and authonty to collect such rents Issues and profits Mortgagor Irrevocably appomts Mortgagee ItS true and lawful attorney-m-fact, at the optIon of Mortgagee at any time and from tIme to tIme to tak.e possessIon and control of the Mortgaged Property and to demand receive and enforce payment to gIve receIpts, releases and satisfactIon. and to sue m the name of Mortgagor or Mortgagee for all such rents Issues and profits and apply the same to the Secured OblIgatIons, provIded however, that Mortgagor shall subject to the requIrements of the Loan Agreement, have a revocable lIcense to possess and control the Mortgaged Propert) and to collect such rents, Issues and profits (but not more than one month m advance) prior to or at am nme there IS not an Event of Default under any of the Loan Documents The foregomg assIgnment of rents Issues and profits of the Mortgaged Property IS mtended to and does constItute an assIgnment of rents as contemplated m Flonda Statutes SectIon 697 07 and upon the occurrence of an Event of Default, Mortgagee shall be entItled to the remedies provided m saId SectIon 697 07, provIded, however, that to the fullest extent permIssible under FlOrida lav. the foregomg assIgnment of rents Issues and profits WIll operate as a present and ahsolute assIgnment from Mortgagor to Mortgagee and not merely the passIng of a collateral secur1t\ mterest SectIon 3 02 Collection Upon Event of Default. Upon any Event of Default under any of the Loan Documents Mortgagee may at any time WIthOut notIce eIther m person by agent or by a receIver appomted by a court, and WIthOut regard to the adequaC\ of am securIty for the Secured OblIgatIons enter upon and take possessIOn of the Mortgaged Propem or any part thereof and In ItS own name sue for or otherwIse collect such rents Issues and profits mcludmg those past due and unpaid and apply the same less costs and expenses of operatIon and collectIon, Includmg attorneys' fees upon any Secured ObhgatIons and m such order as Mortgagee may determme The collection of such rents, Issues and profits or the entering upon and takmg possessIon of the Mortgaged Property, or the application thereof as aforesaId shall not cure or waive any default or notIce of default hereunder or InvalIdate any act done In response to such default or pursuant to such notIce of default. Section 3 03 No Mortgagee in Possession. The foregOIng assIgnment of rents Issues and profits WIll not be deemed or construed to constitute Mortgagee as a mortgagee In possessIon of the Mortgaged Property nor to oblIgate Mortgagee to take any actIon or to Incur expenses or perform or dIscharge any oblIgatIon, duty or lIabIlIty of Mortgagor under any lease or for the control care management. or repaIr of the Mortgaged Property, nor will It operate 10JJ50.0 PS&W RTB HAS 25 ARTICLE II MORTGAGEE'S POWERS At any time, or from tune to tune WIthOut lIabIlity therefor Mone:ae:ee Without affect10g the personal liabilIty If any, of any person for payment of the Secured OblIgatIons or the effect of thIS Mortgage upon the rema10der of the Mongaged Propeny may from tIme to tIme without notIce and subject to the requIrements of the Indenture the Loan Agreement and the Land Use RestrIctIon Agreement (i) release any pan of the Mortgaged Propeny (iI) consent 10 wrmng to the makmg of any map or plat thereof, (ui) Jom 10 grant10g any easement thereon (IV) Jom 10 any extensIon agreement or any agreement subord1Oatmg the lien or charge hereof (v) release any person so lIable (vi) grant other indulgences, (vii) take or release any other or addmonal securIty for any oblIgatIon herem mentIoned, (vlli) make composltlons or other arrangements with debtors 10 relation thereto, or (ix) advance additIonal funds to protect the secunty hereof and payor dIscharge the Secured ObligatIons of Mortgagor hereunder and all amounts so advanced shall be secured hereby and shall be due and payable upon demand by Mortgagee 10335 Q.& PS&W RT8 HAS 24 WIthout exceedmg the applIcable lImits Imposed by the usury laws of the State of Florida) (11) Mortgagor does pay such tax or mcreased portIon and (111) Mortgagor agrees WIth Mortgagee In wrItIng to pay. or reimburse Mortgagee for the payment of. any such tax or increased portion thereof when thereafter leVied or assessed against the Mortgaged Property or any portion thereof The oblIgatIons of Mortgagor under such agreement shall be secured herebv SectIon I 35 Attorneys' Fees. Upon electIon of either Mortgagee or Mortgagor so to do employment of an attorney IS authonzed and Mortgagor agrees to pay all reasonable attorneys fees. costs and expenses in connectIon with any actIon and/or actIons (IncludIng (he cost of eVidence or search of tItle) which may be brought for the foreclosure of thiS Mortgage and/or for posseSSIOn of the Mortgaged Property or any portion thereof. and/or for the appomtment of a receiver. and/or for the enforcement of any covenant or nght In thiS Mortgage contamed as hereinafter prOVided. which payment by Mortgagor shall be secured hereby 10335 l)& PS&W RTB HAS 23 SectIon 1 31 Transfer of Interests in Mongagor or the Mongaged Propem' Mortgagor shall not b) operatIon of law or otherWIse sell convey ahenate transfer mortgage encumber or assign ownership or control of all or any part of the Mortgaged Property or an\ Interest therem. except as prOVided m SectIon 1 17 hereof or SectIOn 5 2 of the Loan Agreement. Mortgagor further covenants that It Will take all actions necessary to mamtam and affirm the HAP Contract mcludmg but not lImited to any actions necessary to affirm and assume the HAP Contract m the event of a voluntary or Involuntary (e g foreclosure sale or deed In heu of foreclosure) transfer of the Project To thiS end Mortgagor agrees to assume and affirm m wrmng the HAP Contract m form satIsfactorY to HUD Simultaneously with an) such transfer and to ImmedIately furnish to Mongagee a copy of such wrItten assumptIon and affirmatIon Section 1 32 Lease Provisions. Any lease (other than leases With tenants of dwellIng umts In the Project) of all or any part of the Mortgaged Property bv Mortgagor permmed under thiS Mongage shall contain a prOVISIOn oblIganng such lessee to enter mto a subordmatIon, attornment and nondIsrurbance agreement With Mongagee In form and substance satisfactory to Mortgagee SectIon 1 33 Assignment of Contracts. In addmon to any other grant. transfer or asslgrnnent effectuated hereby, Without In any manner limitIng the generahty of the grants m ArtIcle I hereof Mortgagor shall aSSIgn to Mortgagee as securIty for the Indebtedness secured hereby Mortgagor s Interest In all agreements contracts leases lIcenses and permits affectmg tlle Properry In any manner whatsoever, including WIthout lImitatIon, any constructIon contracts archItecrural contracts engmeenng contracts plans and speCificatIons payment and performance bonds completIon bonds and other matenals related to development and rehabihtauon of the Project and constructIon of the Improvements such asslgrunents to be made If so requested h\ Mortgagee bv Instruments m form satIsfactory to Mortgagee but no such assignment shall he construed as a consent by Mortgagee to any agreement, contract, lIcense or permit so asslgn~d or to Impose upon Mortgagee any oblIgations With respect thereto Section 1 34 Mongage Tax In the event of the passage after the date of thiS Mortgage of any law order rule or regulatIon m any manner changIng or modlfymg the laws now In force governIng the taxatIon of deeds to secure debt or securIty agreements or debts secured thereby or the manner of collectIon thereof the Indebtedness secured hereby shall lInrnedIately become due and payable at the optIon of Mortgagee (which optIon Mortgagee may elect only if the Indebtedness eVidenced by the Loan Agreement IS subject to acceleratIon pursuant to the terms thereof) proVided, however that such electIon by Mortgagee shall be Ineffective If such law either (a) shall not Impose a tax upon Mortgagee or Increase any tax now payable by Mortgagee or (b) shall unpose a tax upon Mortgagee or Increase any tax now payable by Mortgagee and pnor to the due date (I) Mortgagor 15 permmed by law and can become legally oblIgated to pay such tax or the Increased portIon thereof (In addmon to all Interest, addmonal Interest and other charges payable hereunder and under the other Loan Documents 10335 ()oI PS&W RTB HAS .,., -... of any coun of governmental authorIty or any agreement or Instrument to which Mongagor IS a party or by which It or any of ItS propertIes are bound or constItutes or wIll constItute a default thereunder or result or will result In the creatIon or Imposltlon of anv hen or encumbrance of any nature whatsoever upon any of ItS property or assets pursuant to the terms of any such agreement or Instrument except the lIens and encumbrances created or permItted by the Loan Documents to which It IS a party SectIon 1 28 Enforceability ThiS Mortgage and each of the other Loan Documents to which Mortgagor IS a pany have been duly executed and delIvered by Mortgagor and constItute valId and bmdmg oblIgatIons of Mongagor enforceable In accordance WIth their respectIve terms except as the enforceabIlIty (but not the valIdity thereof) may be lImIted by bankruptcy Insolvency reorgarnzatIon. moratorIum and other similar laws affectIng the enforcement of creditors' nghts generally SectIon 1 29 Pending Litigation. There are no proceedmgs pendmg or to the knowledge of Mortgagor threatened, agaInst or affectIng Mortgagor In any court or before any governmental authonty or arbItratIon board or tribunal which If adversely determined would materIally and adversely affect the properties bUSiness, prospects profits or condltlon (finanCial or otherwise) of Mongagor or the rIght or abIlIty of Mongagor to enter mto the Loan Documents to which It is a parry and If any such proceedmgs are subsequently mltlated or threatened then Mortgagor will promptly provide WrItten notIce to Mortgagee Mongagor IS not In default With respect to any order of any coun or governmental authonry or arbItratIOn board or tribunal SectIon 1 30 Compliance with Law Mongagor IS In substantIal compliance WIth all laws ordmances governmental rules or regulatIons to WhICh it IS subject, Including Without lImItatIon. the OccupatIonal Safety and Health Act of 1970 the Employee RetIrement Income SecurIty Act of 1974 the Amencans With DIsabilItIes Act of 1990 and all laws ordinances governmental rules or regulatIons relatIng to envIronmental protectIon, the VIolatIon of which would matenally and adversely affect the propertIes, bUSiness prospects, profits or condmon (finanCial or otherwise) of Mongagor 1033504 PS&W RTB HAS 21 waIved) to have been mtroduced to the Mortgaged Property from and after the date upon which Mortgagee takes possessIOn of the Mortgaged Property pursuant to an order of receIvershIp foreclosure or deed m lieu of foreclosure provided however that the obligatIons of Mortgagor hereunder Will finally cease and ternunate upon the final expiratIon of any apphcable statute of lImitatIon of actIons as to anv potential matter that may be the subject of the foregOing mdemnIty (J) The obligatIons of Mortgagor under thIS SectIon 1 25 above are separate and distinct from the remaImng obhgatIons of Mortgagor under thiS Mortgage The provIsIons of thIS SectIon 1 25 may be enforced by Mortgagee WithOut regard to any other rIghts and remedies Mortgagee may have agamst Mortgagor under thIS Mortgage and WIthOut regard to any IUnItatIons on Mortgagee S recourse as may be provided In thiS Mortgage, provIded however that a default by Mortgagor under thIS SectIon 1 25 wIll constitute an Event of Default under thIS Mortgage Enforcement of thIS SectIon 1 25 wIll not be deemed to constItute an actIon for recovery of Mortgagor's Indebtedness under thIS Mortgage nor for recovery of a defiCIency Judgment against Mortgagor follOWing foreclosure of thIS Mortgage Mortgagor expressly and specifically agrees that Mortgagee may bnng and prosecute a separate actIon or actIons agaInst Mortgagor under thIS SectIon 1 25 whether or not Mortgagee has brought an aCtion agaInst Mortgagor under the remammg prOVISIOns of thIS Mortgage SectIon 1 26 Organization, Due Authorization. Mortgagor IS a lImited partnership duly orgamzed, validly eXISting and m good standmg under the laws of the State of Flonda and has the reqUisIte power authonty and legal nght to carry on the busmess conducted by It and to engage m the transactions contemplated by the Loan Documents to WhICh It IS a party The execution and delIvery of the Loan Documents to which it IS a party and the performance and observance of the proVISIOns thereof have all been authonzed by all necessary actIons of Mortgagor Section I 27 Liabilities, Compliance With Other Instruments. Mortgagor has no habIlmes except those hereunder and those otherwIse contemplated or permitted by thiS Mortgage and the other Loan Documents to WhICh It IS a party, none of WhICh are delInquent. Mortgagor IS not m default (I) m the payment of any taxes leVIed or assessed agamst It or ItS assets, (n) under any applIcable statute rule order or regulation of any governmental authorIty (m) under thIS Mortgage or any of the other Loan Documents to which It IS a party or (IV) under any other agreement to WhICh It IS a parry or by which It or any of Its propertIes are bound NeIther the execution and delivery of thiS Mortgage or any of the other Loan Documents to WhICh Mortgagor is a parry nor the consummation of the transaction herem or therem contemplated nor complIance With the terms and prOVISIOns hereof or thereof, conflicts with or results or will result m a breach of any of the terms condmons or proviSIOns of the partnershIp agreement of Mortgagor any law order rule, regulation, wnt, mJunctIon or decree 1033504 PS&W RT1! HAS 20 (t) that the use which Mortgagor makes or Intends to make of the Mortgaged Property Will not result In the manufactunng treatment refimng transportatIon generatIon. storage disposal or other release or presence of any hazardous substance or solId waste on or to the Mortgaged Property except for Items cornmonl) used In operatIon and maIntenance of sInular propertIes which were used In complIance with Applicable EnVIronmental Laws For purposes of thIS Section 1 25 the terms "hazardous substance and release shall have the mearungs specIfied In CERCLA and the terms solId waste and disposal (or dIsposed") shall have the meanings specified In RCRA proVided In the event either CERCLA or RCRA IS amended so as to broaden the mearung of any term defined thereby such broader meaning shall apply subsequent to the effective date of such amendment and provided further to the extent that the laws of the state where the Property IS located establish a mearung for hazardous substance," "release" "solId waste" or "dIsposal" WhICh IS broader than that specIfied In either CERCLA or RCRA such broader mea rung shall apply proVIded further that the term "hazardous substance shall also Include those lIsted In the U S Department of TransponatIon Table (49 C F R 172 101) and amendments thereto from time to tIme (g) Mortgagor agrees to promptly notify Mortgagee of any vlOlatIon or alleged vlOlatIon of any ApplIcable EnVironmental Laws of WhICh Mortgagor receives wntten notIce or otherwIse becomes aware, and (h) Mortgagor agrees to indemnify and hold harmless Mortgagee from and agamst any and all hablhtles damages claims losses judgments, causes of action. costs and expenses (IncludIng the reasonable fees and expenses of counsel) which may be Incurred by Mortgagee, or threatened against Mortgagee, relatIng to or ansIng out of the generatIon. storage manufactunng refirung releaSIng, transponatIon, treatment disposal or other presence of any hazardous substances on or about the Mortgaged Propeny (1) Notwlthstandmg anythmg to the contrary contained In thIS Mortgage or the Note the oblIgations of Mongagor under SectIon 1 25(h) above wIll survive (a) satIsfactIon of all terms and condmons to be performed by or on behalf of Mongagor under thiS Mongage or the Loan Agreement, (b) cancellatIon of thiS Mongage and the Note (c) any assumptIon of Mortgagor's oblIgatIons under thIS Mongage by a successor to Mongagor (whether or not Mortgagee approved such assumptIon and whether or not Mortgagor was release from lIabilIty under thiS Mongage) (d) conveyance of tItle to all or any portIon of the Mortgaged Property to any thIrd parry and subsequent reconveyance of all or any portIon of the Mortgaged Property by any such thIrd party to subsequent transferees, and (e) conveyance of tItle to the Mortgaged Propeny to Mortgagee through process of foreclosure or by conveyance In heu of foreclosure of thiS Mortgage proVided. however, that Mortgagor wIll not be lIable for damages resultIng from matters that may be the subject of the foregOing indemnity WhICh are determmed by final JudiCIal or admlrustrative actIon (after all available appeals have been taken or 1033504 PS&W RTB ~AS 19 to any eXIstIng. pendIng or threatened InvestIgatIon or inqUIry by anv governmental authonty or to any remedIal obhgatIons under an) ApplIcable RegulatIons pertamIng to health or the enVIrOnment (heremafter sometImes collectIvely called ApplIcable EnVIronmental Laws ) mcludmg WIthout lImItatIon. the ComprehensIve EnVIronmental Response Compensatlon. and LIabIlIry Act of 1980 ( CERCLAtt) and the Resource ConservatIon and Recovery Act of 1976 ( RCRA ) as the same may be amended from time to time and thIS representatlon and warranty would continue to be true and correct follOWIng dIsclosure to the applIcable governmental authOrIties of all relevant facts condmons and CIrcumstances If any pertamIng to the Mortgaged Property If any such investigatIon or mqUIrv IS subsequently mmated Mortgagor wIll promptly notify Mortgagee. (c) that Mortgagor has not obtaIned and IS not reqUIred to obtam any permItS hcenses or SImilar authOrIzations to rehabilItate occupy. operate or use any bUIldmgs Improvements fixtures and eqUIpment forming a part of the Mortgaged Property bv reason of any Apphcable EnVIronmental Laws (d) that Mortgagor has taken all reasonable steps to determIne and has determined to Its reasonable satisfaction that no hazardous substances or solId wastes have been dIsposed of or otherwIse released on or about the Mortgaged Property except for Items commonly used m the operation and maIntenance of similar propertIes WhIch were used In complIance WIth ApplIcable Environmental Laws (e) that the Mortgaged Property does not contain asbestos urea-formaldehyde foam InsulatIon or any other chemIcal. matenal or substance exposure to WhICh mayor could pose a health hazard whether or not the substance IS prohibIted limited or regulated by any govermnental authonty 10335 Cot PS&W RTB HAS 18 any such payment or dIscharge shall be secured hereby and shall be Immediately due and payable without notice or demand Sectlon 1 21 Restrictions 4ffecting Title Mortgagor shall perform when due all oblIgatlons requIred to be performed by Mortgagor by the provIsIons of an) agreement affecting tItle to the Mortgaged Property Sectlon 1 22 Further Assurances Mortl!agor shall take all action and do all things WhICh It IS authorIzed by law to take and do, and cooperate wIth Mortgagee as Mortgagee deems necessary or deSIrable to Insure the release of all encumbrances against the Mortgaged Property, except PermItted Encumbrances eXIsting pnor to the date hereof So long as any Secured OblIgatIon shall remain unpaId or unperformed Mortgagor shall execute acknowledge where appropnate and delIver from tIme to tIme promptly at the request of Mortgagee all such Instruments and documents as In the OpIniOn of Mortgagee are necessary or deSIrable to preserve the first prIOrIty securIty tItle created b) thiS Mortgage SectIon I 23 Performance of Covenants. Mortgagor shall faIthfully perform at all times any and all covenants, undertakings stIpulations and proVISIOns contaIned In the Loan Documents and In all of its proceedIngs pertaining to thIS Mortgage SectIon 1 24 No Event of Default Under Loan Documents. Mortl!a!wr agrees to notify Mortgagee ImmedIately In WrItIng of any default by Mortgagor In the performance or observance of any covenant, agreement, representatIon, warranty or obligatIon of Mortgagor set forth In thIS Mortgage Mortgagor shall also notify Mortgagee in WrItIng of anv event or condmon WhICh WIth the lapse of time or the gIVing of notice would constitute an Event of Default Section 1 25 Rules, Regulations, Environmental Laws Mortgagor represents warrants and covenants to the best of Its knowledge and belIef (a) that the locatIon, renovation, occupancy, operatIon and use of the Mortgaged Property do not VIolate any applIcable law statute ordinance rule regulatIon order or determinatIon of any governmental authorIty or any board of fire underwrIters (or other body eXerCISing sunIlar functions), or any restrIctIve covenant or deed restriction (recorded or otherwIse) affectIng the Mortgaged Property Including WIthout lImitation all applIcable zoning ordinances and bUIlding codes flood dIsaster laws and health and envIronmental laws and regulatIons (hereinafter sometImes collectively called ApplIcable Regulations") , (b) that the Mortgaged Property and Mortgagor are not In VIOlation of or subject 103350. PS&W RTB HAS 17 request. Mortgagee IS hereby authorIzed m the name of Mortgagor to execute and delIver valid acquIttances for, and to appeal from any such Judgment. decree or award Mongagee shall not be, m any event or CIrcumstance lIable or responsible for faIlure to collect or exerCIse dIlIgence In the collectIon of any proceeds Judgmems decrees or awards Sectlon 1 16 Additional Securitv In the event Mom!a~ee at any tlme holds additional securIty for any of the Secured OblIgatIons It may enforce the sale thereof or otherwIse realIze upon the same at Its optIon, either before concurrentl) with or after any sale IS made hereunder SectIon 1 17 Addiaonal Indebtedness. Subject to PermItted Encumbrances Mongagor shall not further encumber the Mongaged Property or any portIon thereof (mcludmg WIthOut lImItatIon, secured transactIons under the DCC) WIthout the pnor wntten consent of Mongagee WhICh consent may be gIven only m accordance WIth the prOVIsIons of the Indenture and the Loan Agreement SectIon 1 18 Successors and A.ssigns. ThIS Mortgage applIes to mures to the benefit of and bmds all partIes hereto theIr heIrs legatees deVIsees, admmIstrators executors successors and aSSIgns The covenants and agreements of Mortgagor contamed herem shall apply to and be bmdmg upon any successor owner of the Mortgaged Property or any part thereof SectIon i i 9 Inspections. Mortgagee, or ItS agents, representatIves or workmen. are authOrIzed to enter at any reasonable tune upon or m any part of the Mortgaged Property for the purpose of mspectmg the same and all books, records and documents relatmg thereto and for the purpose of performmg any of the acts It IS authOrIzed to perform under the terms of any of the Loan Documents SectIon 1 20 Liens Except for PermItted Encumbrances. Mortgagor shall pay and promptly dIscharge, at Mortgagor s cost and expense all lIens encumbrances and charges upon the Mortgaged Property or any part thereof or mterest therem Mortgagor shall have the nght to contest m good faith the valIdIty of any such lIen, encumbrance or charge prOVIded Mongagor shall first depOSIt WIth Mortgagee a bond In an amount as reqUIred by law or other securIty satIsfactory to Mortgagee m such amounts as Mortgagee shall reqUIre but not more than 150% of the amount of the claIm plus costs (mcludmg attorneys fees) and mterest and prOVIded further that Mortgagor shall thereafter dIlIgently proceed to cause such hen. encumbrance or charge to be removed and discharged If Mortgagor shall fall so to dIscharge any such hen. encumbrance or charge, then in addmon to any other rIght or remedy of Mortgagee, Mortgagee may but shall not be oblIgated to dIscharge the same eIther (a) by paymg the amount claImed to be due or (b) by procurIng the dIscharge of such lIen, either by (i) deposItIng m court a bond In the amount claImed or (ll) otherwIse gIvmg securIty for such claIm or (c) m such other manner as IS or may be prescribed by law Any cost mcurred by Mortgagee In connectIon WIth '0335 0.0 PS&W RTB HAS 16 Mortgagor fall to make an) payment or to do any act as and In the manner provIded In thIS Mortgage Mortgagee In ItS sole dISCretIOn wIthout obl1gatIon to do so and wIthout notIce to or demand upon Mortgagor and wIthout releasmg Mortgagor from any Secured OblIgatIon. ma\ make or do the same m such manner and to such extent as Mortgagee may deem necessarY to protect the securIty hereof In connectIon therewIth (WIthout l1mmng ItS general powers) Mortgagee shall have and IS hereby gIven the rIght, but not the oblIgatIon (I) to enter upon and take possession of the Mortgaged Property, (11) to dIrect Mortgagor to termmate an} management agent and to employ such management agent as Mortgagee ma\ determme (m) to make addItIons, alteratIons repaIrs and Improvements to the Mortgaged Property WhICh It ma\ conSIder necessary or proper to keep the Mortgaged Property m good condmon and repair. (IV) to appear and partICIpate m any actIon or proceedmg affectmg or WhIch may affect the securIt) hereof or the rIghts or powers of Mortgagee (v) to pay, purchase contest or compromIse anv encumbrance claIm, charge, lIen or debt WhICh, In the judgment of Mortgagee ma) affect or appears to affect the secunty of thIS Mortgage or be pnor or supenor hereto or (VI) In exercIsmg such powers to pay necessary expenses Includmg employment of counselor other necessary or deSIrable consultants Mortgagor shall unmedlately upon demand therefor by Mortgagee, pay all costs and expenses Incurred by Mortgagee In connectIon WIth the exerCIse by Mortgagee of the foregOing nghts mcludIng, WIthOut hmItatIOn. costs of eVIdence of tItle court costs appraIsals surveys and anorneys fees SectIon 1 14 Survival of Warranties. Mortgagor shall fully and faIthfully satIsfv and perform the Secured OblIgatIons All representatIons, warranties and covenants of Mortgagor contamed herem shall remaIn contInuIng obhgatIons warramIes and represemauons of Mortgagor dunng any time when any portion of the oblIgatIons secured by thIS Mortgage remain outstandmg SectIon 1 15 Eminent Domain Should the Mortgaged Property or any part thereof or Interest therem, be taken or damaged by reason of any publIc Improvement or condemnatIon proceedmg or In any other manner ("Condemnation) or should Mortgagor receIve any notIce or other InformatIon regardmg such proceedmg, Mortgagor shall give prompt wrItten notIce thereof to Mortgagee Mortgagee may partICIpate m any such CondemnatIon proceedings and Mortgagor shall from time to t1.IIle delIver to Mortgagee all Instruments requested by Mortgagee to permIt such partICIpatiOn. Mortgagor shall at ItS expense, dIlIgently prosecute any such proceedmgs and shall consult WIth Mortgagee and Its attorneys and experts and cooperate WIth them m the carrymg on or defense of any such proceedmgs All proceeds of Condemnation awards or proceeds of sale m lIeu of Condemnation WIth respect to the Mortgaged Property and all judgments, decrees and awards for mjury or damage to the Mortgaged Property or any part thereof of mterest therem shall be applIed as prOVIded In Section 5 12(b) of the Indenture Mortgagor hereby aSSIgns and transfers to Mortgagee and agrees to execute such further assIgrunents of, all such proceeds judgments decrees and awards as Mortgagee may 103350.. PS&W RTB HAS 15 legal proceedmgs shall conclusively operate to prevent the sale of the Mortgaged Propem or any part thereof to satIsfy such Imposmon pnor to final determmatIon of such proceedmgs (ll) Mortgagor shall furnish a good and sufficIent bond or suretv as requested by and satIsfactor\ to Mortgagee or (m) Mortgagor shall have prOVIded a good and sufficIent undenak.mg as ma\ be reqUIred or permItted bv law to accompl1sh a stav of such proceedmgs (d) Mortgagor shall deposIt WIth Mortgagee amounts sufficIent to pay the annual Imposmons estImated by Mortgagee to be next due on the Mortgaged Property m accordance With the provIsions of the Indenture Mortgagor further agrees to cause all bills statements or other documents relatmg to Imposltlons to be sent or mailed directly to Mortgagee Upon receipt of such bills statements or other documents and provided Mortgagor has deposited suffiCient funds pursuant to thiS SectIon 1 IO(d) Mortgagee shall so long as no Event of Default has occurred, pay such amounts as may be due thereunder out of the funds so deposIted If am time and for any reason the funds so deposIted are or Will be msufficIent to pay such amounts as may then or subsequently be due Mortgagee shall notify Mortgagor and Mortgagor shall unmedlately depOSIt an amount equal to such defiCIency With, or as directed by Mortgagee If Mortgagor falls to depOSIt sums suffiCIent to fully pay such Imposltlons at least 30 davs before dehnquency thereof, Mortgagee may at Mortgagee's electIon, but WIthOUt any obl1gatlon to do so, advance any amounts reqUIred to make up the defiCIency which advances If any shall he secured hereby and shall be repayable to Mortgagee as herem elsewhere prOVided or at the option of Mortgagee Mortgagee may, WithOut makmg any advance whatever apply am sums held by It upon any Secured Obhgatlon. (e) Mortgagor covenants and agrees not to suffer permit or mmate the JOInt assessment of the real and personal property or any other procedure whereby the hen of the real property taxes and the hen of the personal property taxes shall be assessed, leVIed or charged to the Mortgaged Property as a smgle hen SectIon 1 11 Utilities Mortgagor shall payor cause to be paid when due all utility charges which are mcurred for the benefit of the Mortgaged Property or which ma\ become a charge or hen agamst the Mortgaged Property for gas, electricity water or sewc:r services furnished to the Mortgaged Property and all other taxes assessments or charges of a SimIlar nature, whether public or pnvate affectIng the Mortgaged Property or any portIOn thereof whether or not such taxes, assessments or charges are hens thereon. Section 1 12 Actions Affecting the Mortgaged Property Mortgagor shall appear m and contest any actIon or proceedmg purportmg to affect the tItle of Mortgagor m the Mortgaged Property or securIty hereof or the nghts or powers of Mortgagee and Mortgagor shall pay all costs and expenses, mcludmg costs of eVIdence of title and attorneys' fees many such action or proceedmg 10 which Mortgagee may appear SectIon 1 13 Actions by Mortgagee to Preserve the Mortgaged Property Should 103350. PS&W RTB HAS 14 or any evictIon from the Mortgaged Property or anv part thereof by tItle paramount or othef\VISe, (IV) any bankruptc} Insolvencv reorgamzatlon. composltIon. adJustmem dISSolutIon, hqUldatlon or other like proceedmg relatmg to Mortgagor or any actlon taken WIth respect to thIS Mongage by any trustee or receIVer of Mortgagor or b\ any court. m any such proceedmg or (v) any other occurrence whatsoever whether SImIlar or dISSImIlar to the foregomg whether or not Mortgagor shall have notIce or knowled5!e - - - - - of any of the foregomg To the extent permItted by law Mortgagor waIves all nghts now or hereafter conferred by statute or otherwIse to any abatemem suspenSIon deferment. dImmUtlOn or reductlon of any Secured OblIgatlon. Sectlon 1 10 Taxes and Impositions. (a) Subject to paragraph (c) of thIS SectIon 1 10 Mongagor agrees to pay pnor to delmquency all real property taxes and assessments, general and specIal and all other taxes and assessments of any kmd or nature whatsoever WhICh are assessed or Imposed upon the Mortgaged Property, or become due and payable, and WhICh create may create or appear to create a lIen upon the Mortgaged Property or any pan thereof or upon any personal property eqUIpment or other faCIlIty used m the operatlon or mamtenance thereof (all of WhICh taxes assessments and other governmental and non-governmental charges of like nature are heremafter referred to as ImposltIons) proVIded however that If by law any such Imposltlon IS payable or may at the opnon of the taxpayer be paId m mstallments Mortgagor may pay the same together WIth any accrued mterest on the unpaId balance of such Imposltlon In Installments as the same become due and before any fine penalty Interest or cost may be added thereto for the nonpaymem of any such mstallment and Interest Payments made by Mortgagee on behalf of Mortgagor from funds held under the Indenture m the Insurance and Tax Escrow Fund shall to the extent of such payments dIscharge Mortgagor s oblIgatlons hereunder (b) If at any tlme after the date hereof there shall be assessed or unposed (I) a tax or assessmem on the Mortgaged Property m heu of or m addmon to the Imposltlons payable b\ Mortgagor pursuant to subparagraph (a) hereof or (11) a lIcense fee tax or assessment Imposed on Mortgagee and measured by or based m whole or m part. upon the amount of the outstandmg Secured OblIgatIons, then all such taxes, assessments or fees shall be deemed to be mcluded wIthm the term "ImposltIons." as defined m subparagraph (a) hereof and Mortgagor shall pay and discharge the same as herem proVIded With respect to the payment of ImposUlons (c) Subject to the applIcable state law provlSlons Mortgagor shall have the nght before any delmquency occurs to contest or object to the amount or vahduy of any Imposmon by approprIate legal proceedmgs but thIS shall not be deemed or construed m any way as rehevmg modIfymg or extendmg Mortgagor s covenant to pay any such ImposItIon at the time and m the manner prOVIded m tlus SectIon 1 10 unless Mortgagor has gIven prior wrmen notIce to Mortgagee of Mortgagor's mtent to so contest or object to an ImposUlon, and unless. at Mortgagee s sole optIon. (1) Mortgagor shall demonstrate to Mortgagee's sansfactIon that the , 0335 OA PS&W RTll HAS 13 destructIOn. In accordance wnh plans and specIficatIons submitted to and approved b\ Mortgagee (C) Except as proVIded below nothmg contamed In thIS Mortgage shall be deemed to excuse Mortgagor from repaIrIng or maIntaInIng the Mortgaged Propertv as prOVIded m Section 1 04 hereof The application or release b~ Mortgagee of anv Insurance Proceeds shall not cure or waIve any Event of Default or notice of default under thIS Mortgage or mvalIdate any act done pursuant to such notlce If the Insurance Proceeds are not applIed to the restoratIon. rebUlldmg or repaIr of the Mortgaged Property pursuant to the Indenture, Mortgagor shall not be reqUIred to restore rebUIld or repaIr the pomon of the Mortgaged Property damaged or destroyed and the fallure to do so shall not constltute an Event of Default under thIS Mortgage Sect10n 1 08 Assignment of Policies Upon Foreclosure In the event of the foreclosure of thIS Mortgage or other transfer of tItle to the Mortgaged Property or any part thereof, by non-JudIcIal foreclosure sale or deed m lIeu of foreclosure the purchaser of the Mortgaged Property or such part thereof shall succeed to all of Mortgagor s nghts mcludIng any nghts to unexpIred Insurance and unearned or returnable premIUms, m and to all Insurance polICIes reqUIred by Sectlon 1 05, subject to IImItatlons on aSSIgnment of blanket poliCIes and lunned to such nghts as relate to the Mortgaged Property or such part thereof If Mortgagee acqUIres tItle to the Mortgaged Property, or any part thereof, m any manner It shall thereupon (as between Mortgagor and Mortgagee) become the sole and absolute owner of the Insurance poilcIes and aU proceeds payable thereunder with respect to the Mortgaged Property or such part thereof, reqUIred by SectIon 1 05 WIth the sole rIght to collect and retam all unearned or returnable premIUms thereon WIth respect to the Mortgaged Property or such part thereof If any Sectlon 1 09 Subrogation, Waiver of Offset. (a) Mortgagor waIves any and all nght to claIm or recover agaInst Mortgagee Its officers employees, agents and representatives for loss of or damage to Mortgagor the Mortgaged Property Mortgagor s property or the property of others under Mortgagor's control from any cause Insured agaInst or requIred to be Insured agamst by the proVISIOns of thIS Mortgage to the extent so msured or reqUIred to be so Insured (b) All sums payable by Mortgagor hereunder shaH be paId WIthout notice demand, counterclaun, setoff, deductIon or defense and WIthOut abatement. suspensIOn deferment dImmUtIOn or reductlon, and the Secured ObligatIons of Mongagor hereunder shall In no way be released dIscharged or otherwIse affected by reason of (1) any damage to or destructIon of or any condemnation or slImlar takmg of the Mortgaged Property or any part thereof ell) any restrIctlon or preventIOn of or mterference with any use of the Mortgaged Property or any part thereof (m) any title defect or encumbrance , 0335 ()oO PS&W RTB HAS 12 upon demand by Mortgagee (to the extent such amounts are not paId from momes In the Insurance and Tax Escrow Fund held under the Indenrure) and untIl such payment IS made b\ Mortgagor, the amount of all such premIUms shall be secured by thIS Mortgage Mortgagor shall deposIt WIth Mortgagee In accordance WIth Section 5 04 of the Indenture amounts sufficIent to pay when due estimated aggregate annual Insurance premIUms on all polICIes of Insurance reqUIred by thIS Mortgage Such amounts shall be dIsbursed as prOVIded In the Indenrure Upon occurrence of an Event of Default. Mortgagee may at any time at Mortgagee s option apply or cause to be applIed any sums or amounts receIved pursuant hereto or as rents or Income of the Mortgaged Property or otherwIse upon any Secured OblIgation In such manner and order as Mortgagee may elect The receIpt use or applIcallon of any such sums by Mortgagee hereunder shall not be construed to affect the maturItv of an\ Secured ObligatIon or any of the nghts or powers of Mortgagee under the terms of the Loan Documents or any of the oblIgatIons of Mortgagor under the Loan Documents Section 1 07 Insurance Proceeds After the occurrence of any casuaIr\ to the Mortgaged Property or any part thereof Mortgagor shall give prompt wrmen notIce thereof to Mortgagee and each insurer and promptly submIt a claIm to InSurer for payment of Insurance proceeds Mortgagor shall prOVIde Mortgagee WIth a copy of such claIm (a) All proceeds of Insurance paId or payable under any Insurance pollC\ (the "Insurance Proceeds) WIth respect to the Mortgaged Property shall be paId to Mortgagee, each Insurer IS hereby authOrIzed and dIrected to make payment for am such loss dIrectly to Mortgagee Instead of payment to Mortgagor Any Insurance Proceeds shall be applIed as prOVIded In Section 5 12(a) of the Indenture Damage or destruCllon of the Mortgaged Property shall not affect the lIen of thIS Mortgage or the obl1ga[lon~ of Mortgagor hereunder and Mortgagee IS authOrIzed at Mortgagee s option 10 compromIse and settle all loss clauns on saId polICIes If not adjusted promptl\ 0\ Mortgagor (b) NotWIthstanding the applIcatIon of Insurance Proceeds to the payment of a portion of the Secured OblIgatIons pursuant to the Indenture any unpaId portion of the Secured OblIgatIons shall remain In full force and effect, and Mortgagor shall not be excused In the payment thereof If any act or occurrence of any kind or nature on which Insurance was not obtamed or obtaInable shall result m damage to or loss or destruction of the Mortgaged Property Mortgagor shall give unmedIate notIce thereof to Mortgagee and unless otherwise so Instructed by Mortgagee, shall promptly, at Mortgagor s sole cost and expense, whether or not the Insurance Proceeds are adequate to cover such cost and expense restore, repaIr replace and rebUild the Mortgaged Property as nearly as pOSSIble to Its value condItIon and character nnmedIately pnor to such damage loss or 103350. PS&W RTB HAS 11 (g) flood Insurance If the Property IS In an area IdentIfied as a specIal flood hazard area pursuant to the Flood Disaster Protection Act of 1973 as amended or other applIcable law unless the Property has been removed from the area by applIcatIon WIth such Insurance to be at least the amount avaIlable under the NatIOnal Flood Insurance Act of 1968 and If avaIlable under other polIcies Issued by other sources then In such addItIonal amounts as Mortgagee may reasonably reqUire and (h) such other Insurance as mav from tIme to time be requIred b} Mortgagee In such amounts and against such hazards and nsks, as IS commonly obtaIned by prudent owners of property sunIlar In use to the Mortgaged Property and located In the same area In which the Property IS located All polICIes of Insurance reqUired by the terms of thIS Mortgage shall contain an endorsement or agreement by the Insurer that any loss shall be payable In accordance with the terms of such polIcy notwithstandIng any act or neglIgence of Mortgagor WhICh might otherwIse result In forfeIture of saId Insurance and the further agreement of the Insurer waivIng all nghts - - - of setoff, counterclaim or deductIons agaInst Mortgagor SectIon 1 06 Delivery of Insurance Policies, Payment of Premiums. All pohcIes of insurance shall be Issued by compames and In amounts as reqUIred by the prOVISIons of the Loan Documents or, If not so reqUired as otherwIse satIsfactory to Mortgagee All pohcles of Insurance shall name Mortgagee as a named Insured and shall have attached thereto a lender 5 loss payable endorsement ror the benefit of Mortgagee WhICh endorsement IndIcates that all Insurance proceeds are payable dIrectly to Mortgagee Mortgagor shall furnish Mortgagee WIth an onginal or certIfied copies of certIficates of Insurance for all required Insurance Thirty days prIor to the eXpIratiOn of each such polIcy Mortgagor shall furnish Mortgagee With eVidence satIsfactory to Mortgagee of the reIssuance of a polIcv continUing Insurance In force as reqUired by thIS Mortgage All such pohcIes shall contaIn a prOVISIon that such polICies Will not be canceled or materIally amended In any manner includIng without limitatIon. amended to reduce the scope or limits of coverage WIthOut twenty days prIor wrItten notIce to Mortgagee and shall proVIde that no claims shall be paid thereunder WIthOUt at least ten days prIor wrItten notIce to Mortgagee In all cases Mortgagor shall unmedlately gIve notice to Mortgagee of any notIce receIved by Mortgagor of any eXpIratIOn, cancellation or mOdIficatIon of or materIal reductIon of coverage under, any such polIcy Mortgagor shall not consent to any materIal amendment to or the cancellatIon of any such polley In the event Mortgagor falls to proVIde maIntaIn, keep In force or deliver and furrush to Mortgagee the cemficates of Insurance reqUIred by thIS Mortgage or make the deposIts required hereunder Mortgagee may procure such Insurance or SIngle-Interest Insurance for such rIsks coverIng Mortgagee s Interest, and Mortgagor WIll pay all premIUms thereon promptly 103350.0 PS&W RTB HAS 10 Personal Propeny or (11) the Outstanding pnncIpal amount of the Bonds and with a deductIble from the loss pavable for am casualty In amounts acceptable to Mortgagee the polIcIes of Insurance carned In accordance with thIS subparagraph (a) shall contain the Replacement Cost Endorsement (b) bUSiness interruptIon or loss of rent Insurance for a penod of nO[ less than one year In amounts suffiCIent to make all payments due under the Loan Agreement and the N O[e for the ensumg year or such other pen ods or amounts as are satIsfacton to Mongagee (c) comprehensIve general lIabIlIty Insurance (IncludIng coverage for elevators and escalators, If any on the Mortgaged Propeny and, If any constructIon of new Improvements occurs after exeCUtlon of this Mortgage completed operatlons coverage for two years after constructIon of the Improvements has been completed) on an "occurrence basIs" against clalffis for personal injUry "including WIthOUt lImItatIon. bodIly injury death or property damage occurring on. In or about the Mortgaged Property and the adJommg streets SIdewalks and passageways such msurance to afford InlmedIate mlrumum protectIon to a IlffiIt satIsfactory to Mortgagee and In no event less than $1 000 000 wIth respect to personal injury or death to anyone or more persons or damage to propeny (d) workers compensatIon Insurance (including employer s lIabIlIty Insurance If reqUIred by Mongagee) for all employees of Mongagor engaged on or wIth respect to the Mongaged Propeny m such-amount as IS reqUIred by law (e) dunng the course of any constructIon or repaIr of Improvements on the Propeny builder's completed value rIsk Insurance agamst all rIsks of phYSIcal loss durmg constructIon of such Improvements WIth deductibles as are common In Similar polICIes obtained by prudent owners of property SImIlar In use to the Mongaged Property and located In the same area In WhICh the Property IS located In non-reponIng form at Mortgagor s optIon cO'venng the total value of work performed and eqUIpment supplIes and matenals furnIshed, such polIcy of Insurance shall contaIn the penmsslOn to occupy upon completIon of work or occupancy" endorsement, (0 boIler and machInery Insurance covenng pressure vessels aIr tanks bOIlers machInery pressure pIpIng heatIng aIr condmorung and elevator eqUIpment and escalator eqUIpment, prOVIded the Improvements contaIn eqUIpment of such nature and Insurance agaInst loss of occupancy or use anSIng from any breakdown of the same In such amounts as are commonly obtaIned by prudent owners of propeny sunilar in use to the Mongaged Property and located m the same area In WhICh the Propeny IS located 1033504 PS&W RTB HAS 9 ARTICLE I REPRESE~T A TIO'iS, "TARR.I~"'TIES, COVE~A.;l'\TS k~D AGREEME!,;TS OF l\tfORTGAGOR Mongagor hereby represents warrants covenants and agrees SectIon 1 01 Payment of Secured Obligations. Mongagor hereby grants thIs Mongage to secure the payment and perfonnance when due of the Secured OblIgations The conSIderatIon receIved by Mongagor to execute and dehver thiS Mongage and the hens and security mterests created herem are sufficIent and wIll proVide a dIrect economIc benefit to Mongagor SectIon 1 02 Title of Mortgagor Mongagor has, subject to the Pennltted Encumbrances set forth m Exhibit B hereto m ItS own nght, marketable title m fee SImple to the Mongaged Propeny whIch IS free from encumbrance superior to the encumbrance of thIS Mongage and has full rIght to grant thIS Mongage Section 1 03 [Reserved] SectIon 1 04 Maintenance, Repair, Alterations. Mongagor shall (I) k.eep the Mongaged Property m good condmon and repaIr subject to reasonable and ordmary wear and tear" not remove, demohsh or substantIally alter (except such alteratIons as may be requIred hy laws ordInances or regulatIons or except as permItted hereunder) any of the Improvements (11) complete promptly and m good and workmanlike manner any buIldmg or other Improvement whIch may be constructed on the Propeny and promptly restore m hke manner any Improvement whIch may be damaged or destroyed thereon. subject to the provIsIons of SectIon 1 07 and pa) when due all claIms for labor perfonned and materIals furnIshed therefor (lIi) comply \\ Ith all laws ordmances regulations covenants, condmons and restrictIons now or hereafter affectIng the Mongaged Propeny or any pan thereof or requmng any alterations or Improvements (I V) not comlmt or permit any waste or detenoratlon of the Mongaged Propeny (v) keep and mamtam abumng grounds, sidewalks roads parkmg and landscape areas wlthm the Real Property m good and neat order and repair" and (VI) not conunIt, suffer or pennlt any act to be done In or upon the Mongaged Propeny In vIOlation of any law ordinance or regulation Section 1 05 Required Insurance Mongagor shall prOVide, mamtaIn and keep at all times In force the followmg pohcles of msurance (a) msurance against loss or damage to the Improvements by fire and any of the rIsks covered by Insurance of the type now known as "fire and extended coverage In an amount not less than the greater of (I) the full replacement cost of the Improvements and 103350. PS&W RTB HAS 8 SHOUW THE INDEBTEDNESS BE PAID accordIng to the tenor and effect thereof when the same shall become due and payable. and should Mortgagor perform all covenants hereIn contaIned, and contaIned In the Note the Loan Agreement. the Indenture and the Tax Regulatory Agreement (as defined In the Indenture) In a tImely manner then thIS Mortgage shall be canceled and surrendered 1033504 PS&W RTB HAS 7 (II) Payment of mdebtedness eVIdenced bv the Note from Mongagor to Mongagee m the prIncIpal face amount of Five MIllIon Two Hundred Fiftv Thousand Dollars ($5 250 000) WIth the final payment thereunder bemg due on or before January 1 2014 and all replacements renewals amendments extensIOns substltutlons and modIficatIons thereof (111) Payment of all mdebtedness and performance of all oblIgatIons and covenants of Mongagor under the Loan Agreement. and each agreement of Mongagor mcorporated by reference therem or herem or contamed therem or herem. (IV) Payment of all of the prmcIpal of and mterest on any addlUonal advances made or costs or expenses mcurred by Mongagee hereunder or under any of the other Loan Documents (as defined below) and all sums advanced by Mongagee to protect the Mongaged Propeny or the securIty mterest created hereby (v) Payment of all other mdebtedness and performance of all other oblIgatIons and covenants of Mongagor contamed m any Loan Document. together WIth any other mstrument gIven to eVIdence or funher secure the payment and performance of any oblIgatIon secured hereby or thereby, and (VI) Payment of all other sums WIth mterest thereon, whIch may hereafter be owed by Mongagor or Its successors or assIgns pursuant to the Loan Documents to Mongagee or ItS successors or assIgns, however and whenever mcurred or eVIdenced whether express or unplIed direct or mdIrect, absolute or contmgent. or due or to become due, and all renewals, mOdIficatIons, consolIdatIons, replacements and extensIOns thereof The mdebtedness and the oblIgatIons secured by thIS Mongage WhICh are descrIbed m (1) through (VI) above are referred to herem as the "Securt:d OblIgatIons ThIS Mongage, the Loan Agreement. the Note the Collateral Documents (as defined m the Indenture) and any other Instrument gIven to eVIdence or funher secure the payment and performance of any of the several Secured OblIgatIons are hereafter referred to as the "Loan Documents .. All capItalIzed terms used but not otherwIse defined herem shall have the meamngs aSSIgned to such terms by the Indenture 10335001 PS&W RTB HAS 6 Claims and A wards All the estate Interest nght. title other claIm or demand WhICh Mortgagor no\\. has or may hereafter acquIre In the Property Rents or IntangIbles and any and all awards made for the takIng by emInent domaIn, or by any proceedIng or purchase In lIeu thereof of the whole or any part of the Property Rents or Intangibles Including WIthOUt lImItatIOn. any awards resultmg from a change of grade of streets and awards for severance damages and Mortgagor hereby authonzes dIrects and empowers Mortgagee at ItS option. on Mortgagor s behalf or on behalf of the successors or assIgns of Mortgagor, to adJUSt. compromIse claIm collect and receIve such proceeds and to gIve proper receIpts and acqUIttances therefor' and all polIcIes of and proceeds resultmg from Insurance relatmg to the Property Rents or Intangibles and am and all rIders, amendments, renewals, supplements or extensIOns thereof and all proceeds thereof (the foregOing m thIS paragraph to Include all ExtraordInary Revenues as defined In the Indenture) and Proceeds All of the rents, revenues, Issues, profits and proceeds of any and all of the foregomg Mortgagor expressly declares and warrants thIS Mortgage to be a first hen and pnvIlege against the Mortgaged Property prunmg all other lIens and encumbrances The Mortgaged Property IS to remain so specIally mortgaged affected and hypothecated unto and m favor of saId Mortgagee or any future holder or holders of saId Note until the full and final payment of all mdebtedness secured hereby and the Mortgagor hereb) bInds and oblIgates Itself not to sell alIenate or encumber saId Mortgaged Property to the prejudIce of thIS Mortgage Mortgagor covenants that Mortgagor IS lawfully seIZed and possessed of the Mortgaged Propeny as aforesaId and has good nght to convey the same that the same are unencumbered except for Permined Encumbrances set forth In Exhibit B hereto and Mortgagor does warrant and wIll forever defend the tltle thereto agaInst the claIms of all persons whomsoever except as to the maners set fonh m ExhIbit B, THIS MORTGAGE IS made under the laws of the State of Flonda and IS gIven to secure the payment of the follOWing mdebtedness and oblIgatIons (1) Payment of mdebtedness eVIdenced by the Bonds, and all replacements renewals amendments, extensIOns substltutIons and mOdIfications thereof, 10335 o.t PS&W RTB HAS 5 everv kInd) lobby and all other Indoor and outdoor furnIture (includIng tables chaIrs planters desks sofas shelves lockers and cabmets) wall beds wall safes funushmgs applIances (mcludmg dishwashers garbage disposal umts refngerators fans heaters stoves water heaters and Incmerators) Inventory mgs carpets and other floor covenngs draperies and draper;. rods and brackets awmngs window shades venetian blinds curtams lamps chandelIers and other lIghtIng fixtures and mamtenance and other supplIes other than such property owned by tenants of Mortgagor. together WIth all rIght. title and Interest of Mortgagor (If any) In and to all housmg assIstance payments pursuant to the HAP Contract all escrow operating reserve and cash flow accounts and the other funds establIshed pursuant to the Indenture or any of the Loan Documents (as hereInafter defined) and In any and all other moneys and property held b\ Mortgagee pursuant to the Indenture or any of the Loan Documents (collectively the Personal Property and together With the Real Property and the DerIvatIve Interests the "Property ) Contracts, Rights and Intangibles All of Mortgagor s Interest In all eXIsting and future accounts contracts contract rIghts general Intangibles. files books of account, plans speCIficatIons, agreements permltS lIcenses and certificates necessary or deSIrable In connectIon With the acqUlSltlOn. ownership financmg leasmg rehabIlItatIon, operation. servIcmg or management of the Property all hOUSIng aSSIstance payment contracts, IncludIng the HAP Contract. all constructIon, serVIce engmeenng consultmg leasmg archItectural and other SImIlar contracts of any nature (Includmg wIthom lImItatIOn, those of any general contractors, subcontractors and matenalmen) as such may be modIfied amended or supplemented from tIme to tIme concernmg the deSIgn rehabilItatIon management, operation, occupancy use and/or dISpOSltlOn of any portion of or all of the Property, all archItectural draWIngs plans, speCIficatIons, soIl tests and reports feasibIlIty studIes appraIsals, engmeenng reports and SImIlar materIals relating to an) pomon of or all of the Property all payment and performance bonds or guarantees and anv and all modIfications and extensIOns thereof relatIng to the Property all reserves deferred pavments depOSIts refunds cost savIngs, leners of credIt and payments of any kInd relating to the rehabIlItation. deSIgn development. operation. occupancy, use and dlsposltlon of all or any portion of the Property including Without lImItatIOn, any property tax rebates now OWing or hereafter payable to Mortgagor all of the foregOing whether now eXIstIng or entered Into or obtained after the date hereof and all eXIstIng and future names under or by WhICh the Property or any portion thereof may at any time be operated or known. all nghts to carry on bUSiness under any such names or any varIant thereof and all eXlstmg and future telephone numbers and lIstings advertiSing and marketing matenals trademarks and good WIll In any way relating to the Property or any portIon thereof (all of the foregOIng being collectively referred to as the IntangIbles ) 10335 ()ol PS&W RTB HAS 4 Land The real property located m the City of Boynton Beach Count\ of Palm Beach State of FlorIda described In ExhIbit A attached hereto and b) thiS reference Incorporated herem (the Land) Improvements Any and all bUild10gs and Improvements now or hereafter erected on the Land 10cludmg but not hmned to the fixtures attachments apphances equIpment mach10erv and other artIcles attached to such bUIldmgs and Improvements (collectIvel} the Improvements and together WIth the Land the Real Property ) Rents and Derivative Interests All rents Issues profits royaltIes mcome and other benefits derIved from the Real Property and the Personal Property (as defined below) and the operatIon thereof 10cludlng WIthout lUnItatIon, payments made pursuant to the HAP Contract and all other Project Revenues (as both terms are defined m the Indenture) (collectIvely the "Rents") all estate rIght. title and 10terest of Mortgagor 10 and to all leases or subleases cover1Og the Real Property or any pOnIon thereof now or hereafter eXIstmg or entered mto 1Oclud1Og WIthOut hmItatIOn. all ad\ ance rentals and deposIts or payments of sundar nature all nght. tItle and 10terest of Mortgagor In and to all optIons to purchase or lease the Real Property or any portIon thereof or Interest therem. and any greater estate 10 the Real Property owned or hereafter acqUired all 10terests estate or other claIms, both 10 law and m eqUity, WhICh Mortgagor now has or may hereafter acquire 10 the Real Property. all easements, rights-of-way and nghts used 10 connection therewIth or as a means of access thereto and all tenements hereditaments and appurtenances thereof and thereto and all water nghts and shares of stock eVIdenc10g the same all nght title and 10terest of Mortgagor now owned or hereafter acqUIred 10 and to any land Iv10g wlthm the nght-of-way of any street. open or proposed, adJo101Og the Real PropeI1Y and am and all Sidewalks alleys and StrIpS and gores of land adjacent to or used 10 connectIon with the Real PropeI1y (collectIvely. the "DerIvative Interests ) Personal Property All nght. tItle and 10terest of Mortgagor 10 and to all tangible personal propeI1Y now owned or hereafter acqUIred by Mortgagor and now or at any time hereafter located on or at the Real PropeI1Y or used 10 connectlon therewith 1Oclud1Og, but not lImIted to all bUilding matenals stored on the Real Property goods machmery tools eqUIpment (1Oclud1Og fire spr10klers and alarm systems, aIr condmorung heat10g and refngerat10g eqUipment. eqUIpment for electroruc morutonng, entertamment, recreatIon, wmdow or structural cleanmg mamtenance exclUSIOn of vermin or Insects, removal of dust. refuse or garbage and all other eqUipment of 1033504 PS&W RTB HAS 3 WHEREAS after due mvestIgatIon and deliberatIon. the Issuer has determmed to assist m the refinancmg of the Project by Issumg ItS MultIfamIlv Housmg Revenue Refundmg Bonds, SerIes 1995A (Boynton Terrace Apanrnents - SectIon 8 AssIsted ProJect) and ItS Taxable MultIfamIly Housmg Revenue Refundmg Bonds Senes 1995B (Boymon Terrace Apartments - SectIon 8 AssIsted Project) m the combmed aggregate pnncIpal amount of $5.250 000 and WHEREAS m order to provIde for the authentIcatIon and delivery of the Bonds to establIsh and declare the terms and condmons upon WhICh the Bonds are to be Issued and secured and to secure the payment of the prmcIpal thereof and of the mterest and premIUm If any thereon. Issuer has authorIzed the executIon and delIverv of a Trust Indenture dated as of May 1 1995 (the Indenture) wIth Mortgagee and WHEREAS Issuer has duly entered mto a loan agreement (the Loan Agreement ) WIth Mortgagor specIfymg the terms and condmons of the lendmg of proceeds of the Bonds to Mortgagor for such purpose and the repayment by Mortgagor of such loan. and WHEREAS, pursuant to the Indenture Issuer wIll aSSIgn all of ItS nght, tItle and mterest, except for certam reserved rIghts under the Loan Agreement to the Mortgagee and WHEREAS to eVIdence Its obhgatIons under the Loan Agreement, Mortgagor has executed and delIvered to Mortgagee as aSSIgnee of the Issuer's mterest m the Loan Agreement, a promIssory note dated as of the date hereof (the "Note") and WHEREAS, the amounts-payable by the Mortgagor pursuant to the Note are equal to the amounts payable as prmcIpal and interest on the Bonds, and WHEREAS to bener secure the oblIgatIons of Mortgagor pursuant to the Loan Agreement and the Note Mortgagor has executed and delIvered to Mortgagee thIS Mortgage and NOW THEREFORE FOR AND IN CONSIDERATION of the sum of $10 00 and other valuable conSIderatIons, the receIpt and suffiCIency of WhICh are hereby acknowledged and m order to secure the mdebtedness and other oblIgatIons of Mortgagor hereInafter set forth. Mortgagor hereby specIally mortgages affects hypothecates grants, aSSIgns pledges and sets over unto and m favor of the Mortgagee the followmg-described estate property and mterest of Mortgagor now or hereafter acqUIred together WIth all cash and non-cash proceeds thereof WhICh may be referred to herem as the "Mortgaged Propeny" 1033504 PS&W RTB HAS 2 PARTIES ThIS MORTGAGE. ASSIGNMENT OF LEASES AND SECURITY AGREEMENT (the "Mortgage) dated the J&, ~ay of May 1995 IS from BOYNTON ASSOCIA TES L TD a lImited partnershIp organIzed and domg bus mess under the laws of the State of Flonda (the "Mortgagor") whose address IS 110 So East Coast Street Lake Worth Flonda 33460 AttentIon General Partner to THE BANK OF NEW YORK TRUST COMP ANY OF FLORIDA N A a natlonal bankmg assocIatIon duly organIzed and eXIsting under the laws of the UnIted States of Amenca and authonzed to accept and execute trusts of the type contemplated by the Indenture (as herem defined), with corporate trust offices In JacksonvIlle Flonda, not m Its mdIvIdual capaCIty but as trustee under the Indenture (together wIth any successor trustee or co-trustee servmg as such under the Indenture the Mortgagee) whose address IS Towermarc Plaza, 10161 Centunon Boulevard, JacksonvIlle Flonda 32256 Anentlon. Corporate Trust DIvIsIon. WITNESSETH RECIT ALS WHEREAS, pursuam to the laws of the State of Flonda, Palm Beach County Flonda (the "Issuer"), a polItIcal SUbdIVIsIon and charter county of the State of Flonda. IS authorIZed to among other thmgs (1) make loans for the purpose of financmg housmg facilItIes for persons of low mcome IncludIng famIlIes and elderly handIcapped and dIsabled persons wIthIn Palm Beach County, Flonda and (ll) Issue revenue bonds, Including refundIng bonds and notes payable from the revenues and receIpts denved from such facIlItIes and WHEREAS, Palm Beach County HOUSIng Developmem Corporatlon Inc heretofore Issued ItS First LIen Revenue Bonds SerIes 1982A (Boynton Terrace Apartments - SectIon 8 ASSIsted ProJect) (the Pnor Bonds") m accordance WIth the proVISIons of Section 11 (b) of the U mted States Housing Act of 1937 amended to prOVIde finanCIng to fund a loan made to the Mortgagor for the acqUIsition and constructlon of an 89 UnIt multifamIly rental hOUSIng developmem located m the CIty of Boymon Beach, FlorIda on the land legally described In ExhibIt A attached hereto (the "Project") and the umts of WhICh are occupIed by IndIVIduals of low Income wIthin the meanmg of Sectlon 8 of the UnIted States HOUSIng Act of 1937 as amended all for the public purpose of aSSIstIng such persons of low Income WIthin the CIty of Boymon Beach and Palm Beach County to afford the costs of decem, safe and sanItary hOUSing and WHEREAS, the Mortgagor has requested the aSSIstance of the Issuer In refinanCIng the ProJect, and 103350. PS&W RTB HAS EXHIBIT A DESCRIPTION OF THE LAND A-I EXHIBIT B PERMITIED ENCUMBRANCES B-1 10335 ~ PS&W RTB MAS v SectIon 5 04 ApplIcation of Mone).'s Effect of Sale SectIon 5 03 Remedies Not ExcluSIve 37 37 ARTICLE VI MISCELLANEOUS 39 SectIon 6 01 Governzng Law SectIon 6 02 Waiver of RIghts SectIon 6 03 LImitation of Interest SectIon 6 04 Statements by Mongagor Section 6 05 Notices SectIon 6 06 Captions SectIon 6 07 Invalidity of Cenain Provisions, Conflicting ProvlsIons Section 6 08 SubrogatIon. SectIon 6 09 Change in Ownership SectIon 6 10 AssIgnment of Mongagee S Interest Section 6 11 Amendments SectIon 6 12 Nonrecourse Obligations SectIon 6 13 Time IS of the Essence SectIon 6 14 Future Advances 39 39 39 40 40 40 41 41 41 41 41 41 42 42 1033S 04 PS&W RTB HAS IV SectIon 1 34 Mongage Tax "'l"'l Section 1 35 Attorneys' Fees ..,.., -,) ARTICLE II MORTGAGEE'S POWERS 24 ARTICLE III ASSIGNMENT OF RENTS, ISSUES AND PROFITS 25 SectIon 3 01 Assignment of Rents 25 SectIon 3 02 Collection Upon Event of Default 25 SectIon 3 03 No Mongagee In Possession. 25 ARTICLE IV SECURITY AGREEMENT 27 SectIon 4 01 CreatIOn of Security Interest 27 Section 4 02 Warranties Representations and Covenants of Mongagor 28 ARTICLE V EVENTS OF DEF A UL T AND REMEDIES UPON EVENTS OF DEFAULT 30 Section 5 01 Events of Default 30 SectIon 5 02 Rights of Mongagee Upon Event of Default 32 SectIon 5 03 Remedies under Indenture and Loan Documents 37 10335 0. PS&W RTB HAS 111 Section 1 13 Actions bv Mongagee to Preserve the Mongaged Propem' 14 Section 1 14 Survival of Warranties 15 SectIon 1 15 Emment Domain. 15 SectIon 1 16 Addmonal Securln 16 SectIon 1 17 Additional Indebtedness 16 SectIon 1 18 Successors and Assigns 16 SectIon 1 19 Inspections 16 Sectlon 1 20 Liens 16 SectIon 1 21 RestrictIOns Affecting Title 17 Section 1 22 Funher Assurances 17 Section 1 23 Peifonnance of Covenants 17 Section 1 24 iVo Event of Default Under Loan Documents 17 Section 1 25 Rules, Regulations, EnVironmental Laws 17 Section 1 26 OrganizatIOn, Due Authonzation. 20 Section 1 27 Liabilities Compliance With Other Instruments 20 Section 1 28 Enforceability 21 Section 1 29 Pending Litigation. 21 Section 1 30 Compliance with Law 21 SectIon 1 31 Transfer of Interests m Mongagor or the Mongaged Propeny .,., -- SectIon 1 32 Lease Provisions 22 Section 1 33 Assignment of Contracts 22 10335 ()4 PS&W RTB HAS 11 T ABLE OF C01'l'TENTS ThIS Table of Contents IS not a part of the Mortgage and 1S for convemence onIv The captIons herem are of no legal effect and do not vary the meamng or legal effect of an) part of the Mortgage Page PARTIES RECITALS ARTICLE I REPRESENTATIONS WARRANTIES COVENANTS AND AGREEMENTS OF MORTGAGOR 8 Sectlon 1 01 Payment of Secured ObligatIOns 8 SectIon 1 02 TitLe of Mongagor 8 SectIon 1 03 [Reserved] 8 Sectlon 1 04 Maintenance, Repair ALterations 8 SectIon 1 05 Required Insurance 8 SectIon I 06 Deilven' of Insurance Policies. Payment of Premzums 10 Secuon 1 07 Insurance Proceeds 11 Secuon 1 08 Assignment of Policies Upon Foreclosure 12 Secuon 1 09 Subrogation, Waiver of Offset 12 Section 1 10 Taxes and Impositions 13 Secuon 1 11 UtiLmes 14 Sectlon 1 12 Actions Affectzng the Mongaged Properrv 14 103350. PS&W RTB HAS ThIS msoumenl was prep<-_ ~d by - Leonard L. Spangler. Jr Atlantic Coastal Title CorporatIon 3850 20th Street. SuIte 6 Vero Beach. FL 32960 InCIdent to the Issuance of a tItle msurance contract. MORTGAGE, ASSIGl'lMENT OF LEASES Al'JD SECURITY AGREEMENT from BOYNTON ASSOCIATES, L TD to THE BANK OF l'"EW YORK TRUST COMP Ar\Y' OF FLORIDA, N .A., as Trustee *************************************************************************** RelatIng to $4.375,000 PALM BEACH COUNTY, FLORIDA MUL TIF A.l\1IL Y HOUSING REVENUE REFUNDING BONDS SERIES 1995A (BOTh TON TERRACE APARTMENTS - SECTION 8 ASSISTED PROJECT) and $875,000 PALM BEACH COUNTY, FLORIDA TAxABLE MULTIFAMILY HOUSING REVENUE REFUNDING BO~DS SERIES 1995B (BOYNTON TERRACE APARTMENTS - SECTION 8 ASSISTED PROJECT) **************************************************************************** Dated as of May & 1995 ThIS Instrument IS gIven to secure certaIn revenue bonds of Palm Beach County FlOrIda as described herem and IS exempt from FlOrIda documentary stamps and eXCIse taxes under SectIon 125 019 and SectIon 159 15 Flonda Statutes 1033504 PS&W RT8 HAS _1 ~I t... ~ CD ~ ~ c::> 0- .C&> en ClQ Cw> CO - If adop".d chi. ~h Tb. Chalr..n c.her..upon dec.lal:a- eh. R.aoluc.1.on duly p"....d an4 d.y or November 1982 AP'~~C'''~ AS '1'0 2"0:_,,",: LZGoAI. Sun1C)t~CY at; tpt~-~'}.... on.ry AC=rney I"AtJoI !J~CH com."TY f1,.OftlO..... ~y tTS BOARD OF COUNTY COMH~SSI~EftS JOlIN II t)UJlKLr:., CLIUtJe: - . .." ,~ ~ J ........ ~--<;; &..../-'. IS"! dl,?/~j ,.0,,,, . .-" .i:}';"':;;'- l)epaCy ~ ftc-It... ..~' . . ~ :. S:, E ,~ i- . '"' "LeaRn YE~~:: PAL'" aeA~ COUNT"Y Fl..A .remt a. OUNJQE (1ERtC ClRCun. COURT (: RES01.UTION NO ll.-82 -U92 A RESOLUTION OF THE. BOARD or COUNTY COHt'lISSIONDCS OF PAUl BEACH COVNrY F:.Qltll'JA. ArPROVlf1'C THE: SALE OF EIGHT FOINT FOkTY-E~GlIT (6.4&) ACR~S OF R~L rltOPEIlTY Ul BOYNT~ lJUCK TO aOYHroN ASSOCIATES. LTD yOR THE DEVELOPHE~ OF seCTlo~ a HOUSINV \.IU~~ PAt...."'1. BE--'CH cou~ ...~qu:r't"od 3:_4$ Acres of land iZl .(a~.;or- .\anc.. w::tch 1". c~...n1.cy d..vc1.o.......nl: oolt64t:1.""_ tn <;olltrJ.iance v1.~~ "he Hous:f.ng .aand C.on:.tlun1ey Pov~.lo"".01: Ac~ o~ 1980 .and- ~~~REA$ AC4u~.teiD~ D~ ..1. ot rOAl" property .y. .11albl~ .etlv1- ct.. ood.r cho C~u~icy Develo~aftc a)o~k Gr.n~ ProCTDm: .~d lo-"Elrl'AS ehe f)!:PA,RTIo.DIT Ol' JlOUS1= AIo"I> Cm!MU}lI"t... DEI1I:LO?t'I~tH OF PAUl BEACH COL~~ d~.1r.. Co ..11 ~c~l ~~operty loeacod fn Boynton JSIIIIAch .,.lQ~1d..to .iloY"'C02'J .A..o.c:1.~t4" Lt:<I for ~~,. c!evclop;v~"l: or 8a unjc5 fQr Scer.jon 8 hov.t~$; a~d ~H~~~_ ehe sel11n~ p~iea fo~ ~he eight p~int ~orry-01gbe (8 ~8) A~r.s h~. b..A aar 4~ . co.~ ot One Hun~~ed :orty Thr.. Thousa~d DD11~~. (5143 000 OO}; ~nd NO,", THUE:fCftE 1!f: IT Jl:!:$CLVEI> IlY 'I1J~ l'OAll.O Or COUh"T'l' Co.'1X1SSIO~~S OF PAUl 8f:ACM COt.",V f"'~OR:;;DA thae rho: ...l.. 1.,. ap;>rovool "'''d the O,..1r- ~n Aucborlzo4 to .iSh ehe n..d o~ ConYQYDn~e wh{c~ 1. a~c.ch~d her.eo c~d ~~d~ ~ ~ttr~ h.~.o~ Tho foce:z,01.:nC ftO$o].u~:1o:t 'CoI'a8 offered by Co_~j_5s1.oncr Xoe:h1or yho =o~.& ~~S a~op~~on The EVOC'S.<>,,, was .ecOS')ded. by Co==1o..s::!.onQr ~8!.l..y an4 upo~ be~la po~ ~o A voc~ ~h. vote Va5 .. tollo~. t~I~V~N R r~~rA~RY l'BCOC"C JI.. ~'I;A.-rr An !;R.'\.}lK i! roSTER ArE D;;h~)'S: p ltOEHLER An ax .L a^~L~ AYE CP ,.... GO ~ c... :;..:. i-_ ~ ::c= .,.. ,- ....... ~ C'.oI ....... - c::> CO? - <') ..... 5 en. . !I 8 ! i ~ i I I i 1 \. .2!i~ ~~~-' ~3z:; "3~: :3 Sl"'" ~~<>>e .!R ,,;;. ;:c: 7 . """"r4lliJ...1\>... .. -e.wr.~.__r.__~. COUNTY DEED THIS O~ED made this 9~~ Noveca.'ber 198Z by <:by of PAl.J'1 8EACH COUNTY _ FLORIDA 11 politlcnl subdivision of rllO' Stare of Floridk party or tbe n...... p....t ..nd BOYNToN ASSOCIATES I.TI> F10r i..~ Limited Pertne.shfp. authorizea to do b....lne$s In th.. State or Florida And having- ;1.. priDeipMI pmc'" of busiDcss in clo David Greenman Esquire 1800 Marine Plaza Milwaukee Wisconsin 53202 party or :lte secon-d' part WITNESSETH ThaT. lhe party or the first part for an~ W. e:onsldeMltion or the: sum of $10 00 ar.d other tood and valuable consideration to it in hand pa.;d hy ll.e: pa..ly of th.. _e:on'" parl reeeip~ whereot .. he..~by acknowl- o!:dged. has granted bi,u"calndld and sold to the party of the second part its $UCCe,...or5 and assittns Cont""'",- tho!: roll<>~."in&" descr'ibed land situate lying ;lnd beini: in Palm Beach Coun[y Flodd.. 1.0 '...-It (See .Exhibit "A" attached hereto and madr.: a parr he/'eo!) IN WITNESS WHeREOF Lhe ..aid party or th4: (irst p....t 1>Q5 C"\l56 these pr.,,.cnts to be executed in its name by it.,; Board or County Commision- CT$ ;::ctfnlC by the Chzinnan of said board the day and year aforesaid A"rTEST PI\L."1 BEACH COTJN'fY. FLORIDA BY ITS BOARI) OF COUN.'Y COMl'HSS10NERS ~yQ~ tS a~(or J - ..t:ut"nuttt) ~fl.t..1II'> .! ... .~iN 13.... nUNKi.E Cled: ,- .;"') r' ~ = "~V".-:-:'~' .,~ . ~~ ~ - ".(:-.." :/1. ~-<------ _ ~. '0: ur I.>eputy Clerk) -.- {.:iF"',tit CQurt .. ...)0. , - -;rt. <-- ,. ~. ~ ~ ~'J ":': ("~ ~ :.: l__ tj," J'''\ . - A rJ: S. ~.: APPROVED AS TO FORM AND LE:GAL SU'FF1CIF.NCY ~L. ~ _". :=-":-.1.: ~:..;..:.... " ~ 3 <; (] BY (..l(::~~~~~\' it Ii ~ CD co CD -0 c:::> .".. ,.;.., a> r= z a: ;:) I- 1JJ a: This instrument was prcpcu.-ed by Leonard L. Spangler, J r Atlantic Coastal Title Corporation 3850 20th Street, SUite 6 Vero Beach, FL 32960 InCIdent to the Issuance of a tItle Insurance contract. ~ o u<.O ~~~ t::'3C'f ~~C") ~-...J <t~ ~ -= . ~cn'5 o.::~ (,)oCJ C'f _0 ~~~ ~ MAY-~6-199S 9:46am 95-16716-'" ORB 8763 pg 1109 ""- I. a .UII I 111111 . "I a'l MORTGAGE, ASSIGNMENT OF LEASES AND SECURITY AGREEMENT from BOYNTON ASSOCIATES, LTD to THE BANK OF NEW YORK TRUST COMPANY OF FLORIDA, N A., as Trustee *************************************************************************** Relanng to $4,375,000 PALM BEACH COUNTY, FLORIDA MULTIFAMILY HOUSING REVENUE REFUNDING BONDS SERIES 1995A (BOYNTON TERRACE APARTMENTS - SECTION 8 ASSISTED PROJECT) and $875,000 PALM BEACH COUNTY, FLORIDA TAXABLE MUL TIF AMIL Y HOUSING REVENUE REFUNDING BONDS SERIES 1995B (BOYNTON TERRACE APARTMENTS - SECTION 8 ASSISTED PROJECT) **************************************************************************** Dated as of May ~. 1995 ThiS instrument IS gIven to secure cenam revenue bonds of Palm Beach County, Flonda as described herem and IS exempt from Florida documentary stamps and excise taxes under Section 125 019 and Section 159 15. Florida Statutes 1033504 PS&W RTll HAS -Cl' ill an~ a~ler Dale ot i='Ollcy l!,!OUCTION OF INSURANCE: REDUCTION ,A TERMINA nON 0 F LIABILITY A Cai~en!S unoer !~tS OQiJCY exceDt .~;)Ce fef t:csts aTfo"r.evs ~ees ar,c: $1'>311 reouce me a",ouf'lt 'of lne nsur ...., .a:-HO However any c~yme.":ts r:.aae J 7r'lf: acc.uls:.;cr. 'Jf !e!G ~'"'e estate 0' ?oS oro..l!ce~ ..... See Qr! 2 a 2~ .hl?se COr:CI. i....:: 5 =~.a.!;C~S s~a ~o eQi.,;ce ~ro ~ai"'\:~ -':~~~: v ~E' "'s~"a~cp .::>r:jec ;.;r"lder !"';l~ o?xce:/~ ., "!'1e e-:ce'" .,...~ :'1t? ;'03"""~!1tS "'le ~~OL..:"\ oJ ine ;-.:::e:i~,?,cr:c5:S sec...:e,;; O' fee "!"~r:;;age :Ja.... men !""l :'a~ oy an" ~t?rscn ")f ~"":~ ~f rne If''''cec-teCness or any ot."'1~r ,,;ollgativn ~ O~ r',e nSytre<: r'io!"tgage or 3M ..cl~r:tar'l I. S? ~4?';I10r ~r rel~aSe Cf ~he H.'SUre" mort J ~~e exte:"':! -')~ -!"I€, oaY!"'1ei.: satIsfactIon or ,(' ShaH 'ec:Jce me amount of ,nsurance oro . "'''e an"oun~ Of ,nSvr3."1ce "'ay merea'ter be ISe~ Oy al;l;ru.ng IntereS! anc aC"anl;eS maOe ):ei;' "" ,en:;)1 the Ins."eC mortgage "'''1d -eC t"l!?'!;by WI'''' ntereS[ :"1ereon ;:>rOv,ded In ?~t s!"al! tre amount of Insurance tie greater "'1e Amo<;n oi Ins..,rance s:at90 n S:r\ecu.e A. Payme...t ,n fuP:>y any oerson or me vOl un- l:fsfact.on or rel'?ase of t~e Insurea mOl1gage 'e'/'"1,r.ate all I,ablllty of 'ne Comoar>y excepT )"J'oec .,., Sectlcn 2(al C~ ~nese ConOltlons ,~ulat'OnS iABlllTY NONCUMUL.ATlVe. rr:e 1~5ufec Beau,res 'tie to the estate Or s: ,n sa"Sfal;!IO'" Of the ,n~eotedness secured Ir.surec mo~qa~ or any ;;laM thereof II IS is; / unoerstooo'tf'lat '''Ie amOunt Of InSUf "noer thiS DOilCY snail Ce reOuceo by any n: the ComDany may Day under any pOlicy "9 a mortgage 10 whll;h eXl;eOllon 15 ,al<en In lule 8. or :0 wn,cn the Insured "'as a9rE!P.~ '!?C or tal<en Sublect or wnlcn 15 nereafter led oy an Insured ano wnlcn IS a ct'large or ~ lt1e estate or .merest ::leSCfl b@O or referred ,C:heoule A. and the amount so paid snail be payment under ml$ POliCY ENT OF LOSS No payment shall be made without prO' ; tt"lIS POliCy lor enoorSemenl Of lhe payment ; lt1~ P:lIiCy ,.,as oeen lOSt or destroye<l. .n case prool of lOSS or destruction Shall be ~ec 10 me satlsfactlOn of :ne Company 'liMe" haOll1ry ano the extent of loss or ~e /".<.IS been definitely "xed I" acCordance ,ese CO",Oltlcns and Stlpulatoons. the lOSS or Je Shall oe DayaOle wlthm 30 days tt-ereafter JBROGATION UPON PAYMENT OR ~rrLEMENT The Com;Jany S ~19Mt al Suorogatlon ~enever rhe Company Shall have settled and cla,m unCler thiS POliCY all rlgl''It of suoroga- 'all \'es~ In lhe Company unaf1ected by any me Insured claimant T~ Company shall oe suarogated 10 and be entitled to all "oms and remedies wh,Ch Ine ,nsured claImant - WOUld have !'laC agalnsl any person or prC:;Jcrty ,r. reSDel;' to \h{. :18"" "aO t~IS OOilCv ,",ot oeen ISSued reoues'eC bv l~e Cc~cany :,,~ rnSlJred cla!mant sna rransfer to t~c Company all n9~ts ana remeOles against any o<,!rson ::>' p'openy necessary Ir. o':er te ::lerlec: Or"'l;S rrC~~ Of suorCoa!lon :ne H:5ured ~!armant s!"'.ail ~""'er~lt tne Corr.oany 0 sue co~oromlse or 5e!'tle In tne r'l3fTle 0' the Insured c:alrr'Qn~ ana to use '~e "ame or me .nsurec cealmant .n any ransac!,on '-' 'ga!lO."" ~~vOI'y,ng tries@' ~Igr-:ts cr r~m~les 11 3 pay.."e,.,1 or. accoun~ at a Claim aces not 'i CO'w'ei ~~e !CS$ or ~~e !!'"!Su'ec c!a!r";.'l.!~ !ne Co",oany sha;! oe S:lorogated 10 all r,q"[s ane:: remeo;es of tno? .ns..red claimant a'ter me Ir">S:Jred Claimant snail nave rE!covereo '15 onnc,pal. 'Neres!. and costs of collectIon (01 -he InSvre<:fs R,C;!"lts anC ~.m'talions NOlWlrnstano,ng the-'oregO"'9. the owner Of the Indebtedness SeCured Oy the .nS'-lred mort gage orO\l.deClthe ;:>r.onty of me hen of me Insured mortgage or ItS enforceaOllity IS not affected may release or suOstltute the personal '1aO;II'y of any debtor or guarantor or ex~end or ott'erw'se mOClfy the TermS of Payment. or reiease a portion Of the estate or Interesi from the il~n 0' the Insured mort- c;age or release any collateral seCurlly lor the IndebleOness When the permitted acts o! the Insured claimant occur 8"d the Insur~ has knowledge of any Claim of tlt!e or Interesl adverSe 10 Ihe lille to the estale or Interest or the proonly Of enforce- l:)Ihty 01 the lien of tne Insured mortgage. as ,nsured. the Company snail oe reouore~ to pay only that part or any losses 'nsured against by thiS Polil;Y whiCh Shall exceed the amount. if any 100t to the Company Oy reason of :ne Impalrmenf by me Insured claImant of !Me Compa"y S rlgm of subrogation (ci The Company s RIghts Against Non- ,,'sured OOilgors The Company S "9nt 01 SUbrogatIon against non-Insured obhgors shall elust and shalllncluce. WithOut limItation the rights cf me Insured to inoemn,ues. guaranties. other OOllCles Of tnsur ance or bonds. notw,thstanOing any terms or conOlllons contained In those Instruments ...mlch prO\lloe tor suorogatlon rights oy reason of thIS POliCY The Company S fight Of subrogation shall not be avofO@d oy aCQUISition 01 the Insured mortgage by an Obligor (except an Obhgor aescrioed In Section Ha)(.i) Of these Conchtlons and Stlpula' tlons) wno aCQuires the InSured mortgag~ as a result o~ an IndemnIty guarantee. other poliCY of Insurance or tlOnd and tne OCllgor will not be an Insured under tnls POliCY notwltnstandlng SectIon 1tal(l) of tnese Conditions ana St:pulations. 13, ARBITRATION. Unless pron.blted t:ly apohCaOIe law. arbitratIOn cursuan: ~o the T tie rr.s~:'"arH:..e ArOltratlOn ~~I~ C. ,ne Amerocan ArOllrallon ASS0C,a[Jon rr.av oe aemandec of ac;reeO 10 [;y.~ot~ t~e Ccm:Janv ""0 ~ne .nSU(e~ Arbitrable m,arter5 m~~_, nc:.....oe Out are not ltmlted to any co"'trover$v c~ ClaIm betwee,., lhe Comoanv anc he ,nSl"rea arls,ng Oil' ci~ relating ~o thiS pOliCy any service of: ~he Comoan" r' connectlOr. With Its tSst,;a.~Ce c:- t~e Dr~ac~ O. J pOi,cy oro.,s.on cr Cll":er ot:j;oat'''~ ;.,0.rratl.'2.:: ours;.:an~ fa tn,s ooltCV ana oJ.~der ~~e Ru'@'S In ~f"lec! 0'" [r.e cate n~ ae~an~ for arbItratIon is made or at the Oollon o'..!!'e .nsureoc. thl'! RUles '" effec' a: D"le of PoitC\l snap /)e t;mClnc uoon tP'>e Dan,@s T:'!e award rr.ay r,c:..~.:...ce attorn~s !ees on;'y ~ tile laws Of the STale ," wn,c~ tne lana IS .ocated oerml: il cour" to a;;;;aro attcrnevs f~es to, a ::;revalllnq oarty JuCarner.: upon me aware: ret~S!8reCJ ::>\1 th~ ArOttrato!""(s' (r.ay oe er:terecj tn an...... C::)uft '"'1av.no juflsd:el,on thereol The law of the Situs of lheand sr>at: apply to 3" arbitration under Ihe Tille in~lUr3nce ArbitrAtion Rules. A coPy of the Rules may be oblalned fro:n t!"le Company upon reauest 14. LIABILITY LIMITED TO THIS POLlcr POLICY ENTIRE CONTRACT tal ThiS ;JO!ICY together wIlh all endors~ mentS, If any attached hereto Oy the Como any 'S lne entire policy and contrac: oetweP." ~he .nsured and the ComDany In mterpretlng ar.v prOVISion O! fh.S pOliCy IhlS pohcy snail be construec as a whOle. (0) Any Claim of lOSS or damage whet"er or not baseC on negligence ana wnlcn ar:ses Ol'! of the status Of the lien 01 the Insure<] mortgage or ot tne title to the estate or ,nteresl covered nereby 0' by any action asserting such Claim. sr.all be restrrcted to this POliCY (el No amendment of or endorsemen: 10 thIS POlicy Can be made eXl;ept by a """'Ing endorsed hereon or attacneel herelo Signed Oy elt"'e~ the Presloent. a vice Pres.dent. the Secretary ar: ASSistant SeCretary or ~aIlOat,"g OH.cer or authOrized sIgnatory of !Me Company 15. SEVERABILITY In the even' any prO~ISlon of tn,s OOlley IS held jnyahd or unenforceable under apphcaole law lne polley snail be deemed not to oncluCle that provl' 510'1 and all otner provls,ons shall remain In full force and eHsct. 16. NOTICES. WHERE SENT All notices requlfed to be gIven Ihe Company ana any stalement .n "'nllng required 10 oe fur "'shed the Company shall Include the numoer Of thiS pOllcV and shall De addressed to me Company at .ts home office POBox Ot 5002. M'am. Flonda 33101 v - <:: ..... z - E- --:: > :;: Q;l - 'l' ::It") W ~ z s:;- LL . C z q)~ 0 0 ;>t") Z W Z 0 '" <( ell > ..J < - = -0 ~ - w .;;; () t::: a: ~ z .;,t. 0 - :: u u:: .... ...... ~ :::;) Z '1: 0 en ~ CO .- tL ~ >. - E 0 ell ~ .... ~ - z - ~ ;. '" -0 ;r ci: ~ -)I,m 01 IIlIe pr Interest wI'uen IS adverse 10 the rrlle lhe eSlate or mlerest or tn.. lien Of tne Insure<l ~... -...... as Insvre<j. ~nd whrCh mrgM! cause lOSS )t' lor wh,CIl trle Company may oe Ilabie of Ih'S OOI":y or (III) If t:1I6 to thl? eSlate or ; or t/'le '.en 01 ttl4! Insured mortgage. as 1\~ree '5 relected as unmarllerable If prO"";l~ 1Stle!! SI'laIl no! be 9"'en to the Company ther: as D me 'ns"m~c all lIab,!l1y or tne Company S118" ~,rt"te wIth regarc:; 10 tne maner or matters fer "Cr', Dromr>! notIce IS reCUlred prOVI\:2eC now- <It: (!'lat fcJsJ~re fc notlfy tne Ccm::'at"'y Shall ,n no l5e oreluOI<;!! the flgnts of any msurec under th,s J'IC' unl~ the Comc>any snail oe pretualCea b~' t fSllure anc :hen onsy to the exteM! 0' me pre-- dICe OfFENSE ANO PROSECUTION 0 ~ ACTIONS. OUTY OF INSUREO CLAIMANT TO COOPERATE. (ll) Upon wrrtten reQueSt by toe InSured and IP,lIC: 10 the optIons contameo in Sectlo.... 6 of .se Condlhons and Stipulations the Comoany :\5 own cost and ""maUl unreaSOnaOle Oe1ay .,iI prov'cle lor ttle defense 01 an InsureC! ,n huga- " In WtllCtl any fl'mo party 8Sser'tS a ClaIm .e~se fo the 1Itle or ,nTerest <IS rnsured cut only tD ltlose stated Cal.lses of acuol'l alleging a lee!. hen or encumbral'lce or Otner matter .:fed a93'n51 by tillS POlicy Tile Company shall ,e the "ghllO seleCt counsel of Its cnolce sut;>- lID ttle righl of tile ,nsured to Object lor reason- t cause) to represel'!! the ,"sure<! as to tnose ~ClO causes o! action and Sl'lall not be haOle lor WIll not pay tne fees of any Of her counsel. The "'Dany Will no: pay any f~s costs or expenses ~rred by tne 'nsured .... tne defense of tnose .~es ot actl::;)n wtlich aUe<Je n'\atte~ not Insured jl!lSI Oy th,s pO/fCY f!)) The Company shall have tne flgnt. at lIs cost to snSttlute and prosecule any aCllon or "eedmg or to do any Olner acl ""/lien .n its opm- may be necessary or deSirable to estabhsn tne In the estate or InTerest or the "en of tne 'TlOrtgage as Insureo. or to prellem Or oss or Oamage to the IOsured TI'l@ .ny may take at'\y appropriate aCtion unde, lerms of th,s POilCY whetner or nor It snail be ..e hereunoer ano shall no! theretly concede ',lrty or wa,ve any prolllSlon of lhl$ poh.;y II the -::pany Sflall e.cerCIS~ lIs r1gnrs unMr thl$ Para- ,~. I~ snail do so dlhgently 'C) Whenever tne COmpany shall have Jg',1 an aCtIon or ,nterOO$!!'Cl a defense as "ree or perm,lteo by trle prov'Slons of thIS Co' the Company malo' ourSue any hrlgatlon 10 determ''la!lon oy 3 court 0 competent jurrs. 'on and eXpreSSly .ese......es tne r'gnt ,n rts sole '~llon. to appeal Iro,.., an~ adverse Judgment raer Ie In all cases Where tnlS Oohcy permits or Jlres Ine Company 10 prosecute or prOVide for cefense of any aChOn or proceedIng. lhe ;recj shall s~ure 10 the Company the rtghlto so lecute or prOvlOe delense In tl'le actIon or pro- 'Jln; and all apoeals Ihereln and permit tfle ,cany to use. al Its oPtion me name 0' tne ;tee for 1~ls puroose Whenever reQueste<l by CompCtl'!y Ine /nSrJred al tne Company s ~"'se. snal! give the Company all reaSOr'lable . II In any acl'on or prOceedlnQ. seeUflng ~ence ootaln,ng .....,tnesses prosecutmg Or '~cln;; the action or proceed1ng. or effecting 'ernei'll. and (II In any other lawlul act wl'Ilcn In OP'""on of lhe Company may be necessary or ..ta':::H@ to eSlabhsh ttle title to t~e estale or .nler ~, the I,en of the InsureCl mortgage as InsureCl. 'e C:cmpar:y 1$ prerU01cec Oy !tie faIlure 01 the Jlec to furnIsh tl'\e reQl."red COOperallon the :cany S Ooltgatlons to lrle ,nSured under the ,:Y. tohall term,nale inClUdIng any hao,IIIY or ,~.a"on to defend. prosecute. or continue any ~ "on WItt) regald 10 Il1e ma~er or matters Ir~ng SUCh coooeratror. OOF O~ LOSS OR DAMAGE. oaOltlon to and after lne nOtices required ; !'I~:C= 3 Of these CondItIons and SIIDula- :0 Or (Jae n OrO"'Qed tne Company a proof of "manl m0ge Signee and $worn 10 Oy the .nsureO snail be furn.s~o to the Company wltllln 90 dayS <lner tne InsureC <;Iaimant Shall <3scerrarn the facts givIng fiSC to the lasS or damage. Tne wroof 01 loss Or Camage Shaft aescrt!>€ the defect In. or lien C' llnCumorance on llle II1Ie or Otner maltN ,nS;;rec against oy t~,s DOiley wrllCh conSI'. lutes Ine basrs 01 loss Or carnage an::l snail Slate 10 tne e.ct.en: POS.slble Ihe oasIs oi Calculating Ine amOun, o. tne loss or aamage If ~ne Cornoan.,. IS preH1ClCeo by tne failure C? In!! Insurec Clalman' to prOvIde !fle reQlJ"eo prool of loss or oamage ;oe Company S Obligations to the InSurec ""oe" "he ~_ilCr t s~~all ter~l:j'ar€ rn;;;q,JO:ng a:":,' :~O;!;:..,. o~ c....uga.:cr: lC Oelenc. Pl'OS€cute 01" cont:f)ue any Jltlgar/or-: ~/!th reglue. to' the rrlatter Or ~atterS rlOQu lrong SUCr, ..roo' O. lOSS or Oi!mage In aadlllO" the Insur!!C: clillmanr may reason- ably be reQurrec to suOm/t to examrnallon u"de( oal11 by any a....:nor,zea representative 01 the Company and snail produce lor examlnat.or. :n- SDec:,on and copyrng at sucn reaSonabie .mes anr;J places as may be deSignated by >!"y a>Jtnor IZee! representatlll~ 01 the Company all recorr;Js. booles lecgers. CheCles corresponOence ane l"l".emoranCa. wrJet"er oeann;; a elate betore or after Dare of POlICY whlcn reasonably pertaIn 10 the Joss or damage Furttler II reoueSted by any autnorlzed representat,ve 01 tile Company the msured claimant shall gram its perrrllSSlon In ""fltmg. tor any autnOflzecl representatIve of the Company to examine. Inspect and copy aU records books ledgers Checks. correspondence ana memoranca In the custody or control Oi 8 tl"llrd pa"y ",,",cn reasonabiy pertarn 10 the less or damage All mlormallon deSignated a; ConfIden- tial by lhe mSured cia/man! prOVided to the Company PUrSUa!"lf to thIS Sect,on shall not ~e l:IlSCloSeo to others UnleSS. In the reaSOr'latlle ludgmenr Of me COmpiony It is n~essary '" me admlnlstrat,on 01 tne claIm Failure 0: the Insured Claimant to Sucmll lor examInatIon under oath PfoOuce omer reasonably reQuested Jnlorma110n Or grant permiSSion :0 secure reasonably neces sary ",format,on lrom It'llfO O<l"7eS as require" in tnls paragraph unless prohlblled by law or governmental regulatlon shaH termlnale any llatiillt,.. o~ tne Company unde" thiS p01Lcy as to tnat cla.m _ 6. OPTIONS TO PAY OR OTHERWISE SETT~ CLAIMS: TERMINATION OF UABll.lTY In case of a cJillm under m,s pohCY the Company Shall nave the !Ollow,,"g ad~lhonal optrons la) To Payor Tender Payment Of the Amounl ot Insurance or to Purcnitse the Inaebteoness (I) to payor lenaer paymenl Of me amOunr 01 Insurance under In,s POlICy tOgether wlm any COsts attorneys fees and eX::lenses Incurred by Ine JnSl.lred Cla,mant WhIch were au!!10rrzed bytne Company uo to me t,me 01 oaymenl or teneer Of oayment and whl:::r, Ihe Cornpa~y is oOlrgated to payor i") 10 purchase the Inaebtea"ess secured by tne ll"!sureO mort9age lor tne amount OWIng thereon togetner Wilt" any COSts aUorneyS lees ana expenses Incurred ov !ne Insured cla,man' wn.cn were autnorrzec Oy tne Company up to the tIme 01 ourc~ase anc wnlch tl'\f' COmDllny IS ooltgatecl 10 Day If the Company oners to purchase the Indebl eaness <3S nerem provI"ea lhe owner of Ihe rnoeotedness shall Iranster assign ano convey tnl? InaeOledneSS a'la tI'Ie /nsurec mO~9age together WIth 8ny collatera! security to tne Company upon ;laymen! tllerefor Upon Ihe exercIse by tne Corr.pany 01 eltt1er of tne OOtlons prOlllCleC lor If' paragraphs afl) or (t1) all hablllly and oeliga:lons 10 IIle JP'lsurec uncler ttll5 policy other IMan to malle tne payment re- Qvrrec 1M tnosE' paragrap~s snaJl. terminate. "'\- c1udrng any Iiatllllly Or oOl/gatlon to delend. pros. ecutE!. or con:rnue any t,tlgatlQ\'l ana ttle polley shall be surrendereQ to me Com~ny for cancellalton {bl To Payor OmerwrSE.' SeWe WItl'l Panl@S Other tl'\an tile InsureC! or W,tn the lnsureo Cla,man:. Ol to payor otherwIse senle Wit" Olt\er partIes tor or In tne name at an lnSvr!!'Cl cllllmant lIny Cllllm onsur90 agamst unoer thIS polic:;y togelner "",11'1 any CO$ts. llttOrneys fees and ex~nses lllcurre<! by the Insureo ClaIm anI WhiCh Wer!? aumonzed OY tne CO""\>"Janv u;:: te t~e Ime Of pay,."e'll ana which tne C.::~pa'" IS ob;lga,ed t.:J Pay cr (II to pay or ct~erwlse set~le wltn r~E' 'nsureC ClaJmanr the lOSS 0" da~age p"ovloeC fer ;.)r:je- this pOlJey rog~!~e!'" w;!~ a"'Y costs a~:or_f')ev~ fees and expenses :nCLJrreo;; 0> ttle rs:;rec c;almJ~' whICh were a:,..'!"'orJz~a Ov fr.e Cor:~Dan...' UD tv t"'lL Tfme c~ pavrnen iiii:,::' wh:Cr- !he--' ~...trr:Qa:.~\ ~ oo.hgalee tc Pe, Uoon tne ~xerCl5e ey tne Company 01 E',t"e" c ~hE; C~tIOi'"'!~ ;)rOv :1e~ fc~ If"! paracra~~!; e!1 or ttit' CC~ca~r s Ob'lcat'c~s to ~~~ 1;['i~reC -';"'CC. t:-1.~ p:;)I!::y ~or "f1t=: c!-a1n'eo IOS5 c:, da~.aOe Of "'.::.- tna;1 tne payrTlen~S reO~l,re.j to be maoe s~a" te"m,natc lnc"...JO,....q any hat)il." or C,o;~qallor, de1E!ond orO::ieCutt:! 0:" COr\tlT",~J~ a~... ,1t1CJ.:;;r. 7 OETEI:lMINATION ANO EXTENT-OF L.14BIL.IT'Y Th,s Poncy i~ c ~or'\!r'act Of Ir':aemr J a~aln:;, aC1U(!~ monp.tal") I;S~ O~ ~al":"".aoe 5l)sta-'l"'le~ -'f InC;lJrr~ by l!"",e .n.&"Jrec CI(lI!T".ar;t ~.~ -:: tt:!,S ...;~fef~C lOSS or damage D, r"(tso" .of IT.Rr:PrS '"s",,,.: ag,hnS\ tly 1I11$ PQ':c' 3"::: onl\, leI!">'" ~"I('"t n""E"'" deSCribed ta The 11aC:1!t)' O~ Thp C:~mpan'"t- unCf"r POlrcy snail no. e~c~~c !fie 'E!i!st ;:Jf () tne AmOll"!t of InSvrancE' Slatec I SCnedul" A or "a::>Phcable th~ amOu.,: of '''IS. ance as dellneo In SeCl,on 21c O! Ihese Ccn~'t,o'" ane Stipulations (JI) tP'1e amoun. o~ tt"e unoa1d ~rtnr,lpat ,nde~ edness securea by tne InsureC mor:gag.. as il,",'I<,~ or provld@d unoer $eclJor, S Of tnese COf'.c'~".." and Stlpulallons or as reOucea unde' Sec!lo" 9 ", these Condirlans anC StIpulations ai Ih" !lme ~w loss or carnage Insured agaInst DY th,s PO.'~ occurs togetl1er Wit... "'Ieres! zhereon 0' (III) Ine cllfference cctwee'" 1t1e vallle c' '~F insured estate or l'lteres: as ,nsurec ana :MC lI(ti of the InsureQ estate or rnterest subJeCl '0 delecl hen or ~nC'-J~orance <n!iurea aga'f'.s: = Itlls pOhCy (b; In Ine even! Ihe Insured hilS aCoulfE!C 11'1.. estale or IntereSl ,n me ma",ner oesc"~c Section 2lal 01 these CondItIons 8nd SZlpulaL.:-n,. DT has conveyee' ihe ~rt:e thi2t1 the ha,d"v Of !t'lt Company sna!1 COI"ll!r'lue as set forth'" SCv: ~. 7(a\ Of these CcnOltlons ana SttPlll;Hrons IC\ The Company will Day only :IlOse co~ attorneys fees ano eltpenseS ,ncvrreo In ac~ dance \/\11th Seet.or: 4 Of these ConOllror~ .. Sllpulaflons 8. LIMITATIONS Of: LIABILITY (al If Ihe Company lOstabhshes me: I, removes tne allegec derect. lIen or ene"",:>"," or :::~res the jaCk of a flgnt o! access to or !r0~ land or cures Ih.. ClaIm 0: unmarl<.erBbll,~, (' or otr,erwl$e estaOllsneS the hcn 01 the .f',. mO"9age all as Insured. Ir. a reasona01y C - manner b" any merhOd 'ncluOI"lO Ilil9all~)" ) the COmPletiOn' o! any appealS tnerelrorr. ~- have fully Performed ,ts oOhgatlons w:l~ re~::'<". Ihal matlef ana snail not be lrablE' lor an~ lOS' damaoe C31.;Secl tnereby (t;ij '" the ellenl Of a"y litigatIon Incl...d,ny' gallon by tne Company or w,:1'1 me Com"J" consent Ihe Co~p,my shali '"'sve 1"0 haCI;I., f~ loss or damage until ttlere tla5 be~n a f,nal C1~.". mIMat'on Oy ,,' COllrt 01 competent ItJrtSO;Ctlo" .:l"" dlsPOSlllon o' ali a;;peals InerClrorr- aOverSe to I'" t,lIe or :e the hen 01 Ih(' Ins.ured mO'lg1\g" a~ Insured I C) The Com;Ja"V Shall no: be haOle 10' IC'Sl> :). Oarnaoe te a"y Insured for Ilablhly VOIUnt<l'I) assumec:' Oy the Insure.1:rr setrlm;; any CIa,,,,, or S.: Wllnout tne orro' wrrtte" conse....: Of In€ Comp<l"f (al Tne Company snail not De hable lor , any ,nCleOleanes5 crealed subsequent to Dall' 01 POlICy eltcept lor advanceS made to prote;;! tne hen of !he Insuree! mortgage and Secure<l Ihereby iflC reasonable amounts expendeC to prellent aeler Oration 01 improvements. or (II) constructIon loa... advances made subseQueht 10 Date 01 POliCY except construct,o" lOan aaV8nces maCe svt>- SeQuent to DlIte o! POliCy for the pvrpose 01 finanCIng ,n whole or .n part the constructIon Of an Improvemel"1 to the lanO wn,ch 8t Date 01 POliCy .....ere securee by I~ Insured mortgage lInd wnrc~ Ihe .nsureo was ana conllnullC 10 be oOil"aleQ 10 r('...."...I+;__~ ,,"01 ~t;nv'''''ion~ Continll~ and Conc:ludled on Last p~ 01 This POhcV) "-------- FlDELlTY.N~TIONAL:~TITLE:.INSURAN.CE :COMPANY .OF PENNSYLV ANL-\. . . . Mortgaptt Tide IiasoraltaPoliq of the lnstrUment. but mciude by reference all pages recorded under the Clerk's File Number assigned to Ull: mstlurnenl referred to. PFI03 - Palocy Insert Page 5 FIDELlTYJ~lATIONAL'TITLE INSURANCE COMPANY OF .PENNSl'L V ANIA .- - Mortgagee's TitiebuuraDs:e Policy Agent's File No PolIcy No 95017822 62-900434 SCHEDULE B This pohc)' docs not msure agamst loss or damage (Illld the Company Wl..Il not pal' costs. attorneys' fees or expenses) wluch anse by reason of: GENERAL EXCEPTIONS 1 (8) Encroachments, overlaps. bou."1dal''Y lme dtspUlCS, or other matters wtueh would be disclosed by an accw:ate survey and mspecuon of the preuuses. (b) Easements. or clauns of easements. not shown by the pubhc records SPECIAL EXCEPTIONS' 2. T axes and speC1a1 assessments for tax year 1995 and subsequent years wluch are not yet due and payable. The property JdentmcatJon (parcel) number for the lands described herem 1$ 08-43-45- 21 -07-603-1160; 08-43-45.21-07..003-1230; 08-43-45-21-07-003-1810; 08-43-45-21-10-001-0010; 08-43-45-21-00-000-0021 3 Utility easement in fa"or of Florida Power & Light Company, accordmg to IOstrument recorded m O. R Book 1571, at Page 429 4 Mineral, gas and petroleum reservations retained by the Tru5t~es of the Internal Improvement Fund of the State ofF1onda m mstruments recorded in Deed Book 709, at Page 546, Deed Book 751, at Page 209; and in Deed Book 822, at Page 121 , :in acco,.dance wuh Tule 42 United S'ates Code ~cIJ(m 3604 any covenants. conaillOns or res/nctlOns ~ferrt!d to : nerem. w/llcn md,call! a~ preftrence. limitation or diSCrimination based on race color religlt)t:. Sex. handicap familial SlalU.f 0" na/lonal origin, art! he1"t!bv deleted. Note for Informational Purposes Only. <a) Land Use Restriction Agreement. recorded May 26, 1995 in 0 R. Book 8763, at Page 1169, and (b) Financing Statements (DCC-Is) in favor of the named insured, recorded May 26, 1995 in 0 R Book 8763, at Page 1162, and In 0 R. Book 8763, at Page 1167 Note All references herem to recorded instruments refer to recordatIons contlllncd WIUun the Public Records of the county In which the land IS located Reference 10 U1Struments among the Public Records refer to the first recorded page PFID3 PolICY Insert P8ge 4 .'FlDELiTY.NATlONAL 1ITLE INSURANCE COMPANY: OF PENNSYLVANIA , ' 'Mortg.~ti'TIfle IAsurancePoiicy PARCEL 2. Lots 116, 117. 118. 119, 181, i82, 1&3 and 184, Block C, BOYNTON HILLS. according to the Plat thereof, as recorded in Plat Bool 4. at Page 51. of the Public Records of Palm Beach County, Flonda. PARCEL 3" Lots 1 through 12 mc:lusive, in Block 1, of PALM BEACH COUNTRY CLUB ESTATES, according to the Plat thereof, as recorded in Plat Book 11, at Page 43, orthe Public Records of Palm Beach County. Florida: and the South 1/2 of the East 1/2 of Lot 2. of Subdivision of the West 1/2 of the Soutbeast 1/4 of Section 21. Township 45 South. lUnge 43 East. Boynton Beach, Palm Beach County, Florida, according to the Plat thereof, as recorded in Plat Book 1, at Page 4, of the Public Records of Palm Beach County, Florida, LESS AND EXCEPT THEREFROM the South 125 feet thereof; and LESS the nght- or.way for "Seacrest Boulevard" as shown on Road Book 5. at Page 182, of the Public Records of Palm Beach Cou onda. ATLANTIC COASTAL TITLE CORPORATI . 3850 20th Street, Swte 6, Vero Beach, Flonda 32960 Telephone: (407) 569-4364 The telephone number to present inqumes or obtam mformation about coverage and to prowde asSistance in resolving complaints IS. (800) 669-7450 PF103 - Policy Insert Page 3 F1DEL1TYNATIONALTITLElNSURANCE COMPANY OF PENNSYL V ANlA . Mortpper. Title buutaDtePoJicy PARCEL 1 A portion of Block C of the Plat of BOYNTON HILLS, Boynton Beach, Palm Beach County, Florida, according to the Plat thereof, as recorded in Plat Book 4, at Page 51, of the Public Records of Palm Beach Count}., Florida, described as follows. Commence at tbe Northeast corner of Lot 147 of said Block C, thence South (assumed), along tbe East line of said Lot 147 a distJlnce of 20.00 feet to the POint of Beginning; thence continue South. along the East line of said Block C, 228.36 feet to the Southeast corner of Lot 134 of said Block C; thence W es~ along the South line of said Lot 134, a distance of 100 feet to the East line of Lots 135 and 136 of said Block C. thence South, along said East line and the Southerly prolongation thereof, 18919 feet to the centerhne of Grand Circle "N", being a curve concave Southwesterly having a radiUS of 591.65 feet (a line radial to saId curve bears North 41" 04' 57" East); thence Northwesterly along the arc of said curve 5.02 feet through a central angle of 0 0 29' II" to the intersection with the Northerly prolongation of the East line of Lot 129 of said Block C (a line radial to said curve at the said pOlOt of intersection bean North 400 35' 46" East); thence South along the said Northerly prolongation of the East line of said Lot 129 a distance of 57 60 feet to the Southeast comer of said Lot 129; thence West along the South line of said Lot 129 and the South line oruid Lot 128 a distance of 15000 feet to the \\lest line of said Lot 128, tbence North along said W~st line 15.00 feet to the South hue of Lou 127 and 126 of said Block C, thence West, along the said South tine of Lots 127 and 126, a distance of 100.00 feet to the West hne of said Lot 126, thence North along said West hne, 45.00 feet to the South hne of Lots 124 and 123 of said Block C. thence West along said South line 10000 feet to the West line of said Lot 123, thence North along said West line and the Northerl) prolongahon thereof, 193.23 feet to the intersection with the Westerly prolongation of tbe Soutb line of Lot }41 of said Block C, thence North 760 46' 35" East along saId Westerly prolongation, 157 99 feet to the West line of said Lot 141. thence North along said West hne, 101.25 feet to the North hne of saId Lot 141. thence North 830 17' 55" East along the North line of Lots 141 and 142 of said Block C, a distance of 75.51 feet to a hoe 25 feet West of and parallel with the East line of Lot 1 SO of said Block C. 'hence North along said parallel line 92.44 feet to the North line of Lots 150, 149, 148 and J47 of said Block C. thence East along said North line 205.00 feet to the begmning of a curve concave Southwesterly having a radius of 2000 feet and a central angle of 900 00' 00", thence Southeasterly along the arc of said curve, 31 42 feet to the POlDt of BeginDlng aforedescribed. prl03 . Polley InMft p. 2 .FID.EIJlTlr!Nj.TIONAL TITI.E.:~SURANCE:COMPANY()FPENN.sYLVANlA ._l:~. 'C'~;' 'Mortppe!', TithdASUrlU.ce Policy- . u. . Note Th1s polley COt1Slsts of msert pages labeled "Schedule A-and .Schcdule B" and IS of no for..e or effect u.nJc:ss all schedules are mc!uded, !liong WIth any R.!dcr pages lIlCOrporBted by reference m the msc:-! pages. SCHEDULE A Agent's File No 95017822 Policy No 62-900434 EffectIve Date May 26, 1995 at 9.47 AM Amount of Insurance S 5,250,000.00 1 Name oflnsured The Bank of New York Trust Company of Florida, N.A., as Trustee; its successors and/or assigns 2 The estate or mterest referred to herem IS at Date of Policy vested m. Boynton AsSOCiates, Ltd., a Florida Limited Partnership 3 The estate or mterest 10 the land described lfi tlus Schedule and wfuch IS encumbered by the insured mortgage IS. FEE SIMPLE 4 The mortgage herem referred to as the msured mortgage, and the asslgrunems thereof, If any, are described as follows That certaln mortgage given by Boynton Associates, Ltd., a Florida Limited Partnersbip (as the mortgagor), to the Insured mortgagee named herem, saId mortgage haV1ng been gIven to secure the ongInal pnnclpal sum of 55,250,000.00. and which mortgage was recorded on May 26,1995. in OffiCIal Records Book 8763, at Page 1109 5 The land referred to m tillS polley IS situated In the County of Palm Beach, State of Flonda. and IS described as follows PFI03 Policy Insert PlISJe , ~1l)W;ng matters are exp'e:'5'Y e~cl~ ,m the coverage of this policy and th@ my will not pay loss or damage. COSb. ',ys fees or ex~nses which anse by reason of: ~/J) Any la~ ordlnan~ .or govem~ental regulation (incfuc:fing but not limited to building and zoning laws. ordinances. or regulations), restn~tmg, regul~tJng, prohibiting or relating to (i) the occupancy use. or enjoyment of the land; (ii) the ch~racter dlmen~IOn$ o~ 10cat,Ion of any improvement now or hereafter erected on the land: (iii) a separation in owner- shIp or !I change In the dimenSions or area of the land or any parcel of which the land is or was a part; or (iv) environmental prot~tlon. or the effect of any violation of these laws, ordina,,!ces or governmental regulations. except to the extent that a. not!ce of the,enforcement thereof or a notic~ of a defect, hen or encumbrance resulting from a violation or alleged violation affecting the ,'and has been recorded In the public records at Date of POlicy (O} Any governmental pollee power not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notice ~f a defect. lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded to the pUblic records at Date of POlicv Rights 0' eminenf domain unless notice of the exerdse thereot has been recorded in the pUbliC records at Date of Policy but ~ot excluding from coverage any taking which has occurred prier to Date of Policy which would be binding on the rights of a purChaser for value without knowledge. oefects. liens. encumbrances. adverse claims or other matters: (a) created. suffered, assumed or agreed to by the insured Claimant; (I)) not kryown to t~e C<?,!,pany not recorded in the publiC recor~ at Date Of Polley but known to the insured claimant and not dIsclosed In wrltlOg to the Company by the Insured claImant prior to the date the insured claimant became an insured under this policy; (cl resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy (except to the extent that this policy insures the priority of the lien of the Insured mortgage over any statutory lien for services. labor or material); or (el resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the Insured mortgage. unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy or the inability or failure of any subsequent owner of the indebtedness, to comply with applicable doing business laws of the state in ~hich the land is situated. Inllalidity or unenforceabi/ity of the lien of the insured mortgage, or claim thereof, which arises out of the transaction fViden<:ed by the insured mortgage and is based upon usury or any consumer credit protection or truth in lending law Any statutory lien for services, labor or materials (or the claim of priority Of any statutory lien for services. labor or materials over the lien of the insured mortgage) arising from an improvement or work relaled to the land which is contracted lor and 'o~menced subsequent to Date of Policy and is not financed in whole or in part by proceeds of the indebtedneSS secured by the Insured m~rtgagE! which at Date of Policy the insured has advanced or is obligated to advance. Any claim, W~I<:Ft atlses out of the transaction creating the interest of the mortgagee Insured by this policy by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws. ;:FINITION OF TERMS, 'e 101101/ll.ng terms wnen used 'n I!'\,S POlICY ~ar't ,,'surecf" :he /l'lsurea nameo In Scnedule !errn InSured.. a/so IncluaeS me owner of me Incebtedness secured by .~urec mortgage ana eaCh Successor In ,rllp 01 tne Inceotedness except a Successor ; 20 oOllgor under me orO....I$lons ot Section c.t rnese ConCI110ns anc Stipulations .I~;; nOl/lle....er all r1gf1tS and oefenses as to .-:cessor mat r"e Company would na....~ ;amst any predece5S0r InSUlec. vnless tl"1e 'SO' acau.reo the ndeOteCness as a pur ler vJI....e Without Knowledge of inS assened t~r encumbrance ad'olerSe claIm or other InsureC agJlf's: by thiS POliCY as a!feetlng 'ne ~stJte or interest In the ianOl: any go....emmental agency or govern- I...strvm~ntdllly wh'Ch 1$ an ,nsurer or guar ."cer an nsural":;e conrract or guaranty ~ or guaranteeing the IndeOte<lness '0" by tl"l(' Insured mcrtgage or any part wile-mer namec as an Insured herein or 1ne oan:e,> ;jes.gnatec If' Seclion 2(a) 01 :cn:NlonS and StlPvlat:ons ;nsureO clalmar\t an Insurec claiming Jamage .~nowledge or 'I(nown actual know- "et :::OnStruCl1ve knowle<lge or nOtice whlc!'\ :11 .mOureo to an :nsureij by reaSOn of :he recorcs as defined ,n thiS POilcy or any other ~:; wnlch Impart construCtIve notICe 01 'S affecting the land .Iand.. tne land described or referred to In 'Ie A. and Improvements afllx€>C :nereto I law constitute real property The lerm "'oes nOI ,nClude any property beyond me :M area oescribed or relerred to ,n Sche- "or any r'gh: lltle. Interest. estate or ease- m aoun>ng s:reets. roads al/enues. alleyS. CONDITIONS AND STIPULATIONS lanes. ways or waterways. but notlllng nerein shall modity or hmlt tile extenlto whICh a fight of access to and Irom the land IS Insured by th,s t)Olicy Ie} mortgage mortgage oseO of trust. trust deed or other secunty fOstrument (f) pubhe recoros recordS established under stare statules of Date 01 i"Olocy tor the pur pose of Imparting constructive notice of matterS re/atmg to real property to purchasers for value and Without know1e<:!ge With respect to Section 1(3)('....\ of the ExciI,J$lons from Co....erage ;lI.IOI,C recores shall alsO InClude en....,ronmental pro. tectlon liens hied In the recordS ot the Clerk oj the united States Clslnct cou!"! lor the d'stTlCI .n whICh tne I.md IS located (g) unmarketab,h:y of the title an alleged or apparent matter al1ectlng Ihe title to the land. not excluded or elCceoted from coverage. whICh would entitle a purchaser of the estate or tnterest described rn Scl'\eCule" or the rnsured mortgage to be released lrom the oohgatlon to Durc!'\aSl! by ....'nue 01 a con:ractual condItion reQUlflng the aellvery 01 marKetable title. 2, CONTINUATION or INSURANCE.. (a) Alter ACQUISItIon of Title. The coverage of thiS POlICY Shall continue in force as 01 Date 01 Polley In favor of (.J an ,nsure~ who acqUIres all or any part of the estate or Interest .n me land t)y tore-- ClOsure trustee S sale l;onveyance in lieu of fore- Closure. or otner legal manner whiCh dlscnarges th~ hen of the rnsure<l mortgage: (ill a transferee Of the estate or ,nterest so aCQuired from an insured corporatoOn. prOVided me transferee IS the parent or whollY-OlNned SubSidiary 01 the Insure(! cor paratlon. and the" cort)Orste succe5So~ by oper- ation Of law ana not by purcnase. sublect to any rightS Or aetenses the Company may tlave against any predecessor InsurOO5 and (1111 any gOl/ern. m~ntal agenCy or governmental instrumentality wh.cn a~UI(es all or any part of the eslate or Inter(!$t pursuant to a contract ot insurance or ijluaranty Insunng or guar3111eerng the IndeOtt!O- ne$$ secur@d by !he Insured mortga~e (bJ After Conveyance 01 Title. I he co....erage of thIS POliCy shall cOfl!lnue In force as of OSle ot Policy In lavor of an In:;tJred only so long as IT\e Insured retains an estate or Interest In Ihe land or hOldS an Indebtedness secured by a purChase money mOMgage gl....en Oy 8 purchaser from tne InsureO, or only 50 long as ltle ,nsvrea snail have liabIlity tly reason of covenants Of warranty ma<:le by the Insured 1(1 any transfer or conveyance or the estate or Inlerest. ThiS pOlicy shall not continue In lorce In favor 01 any purChaser from the Insure<:! Of eIther Ii) an estate or 'nterest ,n tne land, or I "I an ,ndebtedness secured by a purchase money mongage gIven to the rnsured (C) Amount of Insurance: The amount ot InSIHlI nee lifter tl"le 8CQUI~llton or afTer lhe con....ey- ance shall In neother el/ent exceed Ihe least ot (I) the Amount 01 Insurance slateo tn SChedule A. (ii) the amount 01 the prjnCI~C11 of the Indebt- edness secured by the tnsured mortgage as 01 Date of POhcy Inlerest thereon. expanses ot lore- ClOSUre. amounfS advanced pursuant to the Insvred mortgage to assure complJance WIth laws or to protect lhe hen of the .nsured mortgage Of/or to the lime 01 aCQUIsition Of tt'le estate or ,"terest '" the land and secured thereby and reasonable amountt expended to prevent deterioration of Improvements. bul reduced by ttle amount at all payments made, or (ili) the amount paid by any go....ernmental agency or governmental Instrumentality If me agency or Instrumentality 15 the .nsured Claimant. .n the acquiSItion of :he eSlate or Inlerest In satls- tachon of Its insurance contract or guaranty 3. NOTiCe OF ClAIM TO BE GIVEN BY INSURED CLAIMANT The Insured :;l"1811 not'fy me Company promplly ,n wrltlOg (I) in case at any htigalJon a$ set forth In Section 4{a) b@law (II) on .;ase know- ledge snail come to an ,nsured l"IereunOer 01 any I i J \ f ! Reading. Pennsylvania I A STOCK COMPANY i SUBJECT TO THE EXCLUSIONS FROM COVERAGE THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE 8 AND THE CONDITIONS AND STIPULATIONS FIDEUTY NATIONAL TITLE INSURANCE COMPANY OF PENNSYLVANIA, a Pennsylvania corporation herem called the Company insures as of Date of Policy shown in Schedule A. against loss or damage not exceeding the Amount of Insurance stated in Schedule A. sustained or incurred by the insured by reason of Title to the estate Or interest descnbed In Schedule A being vested other than as stated therein Any defect in or lien or encumbrance on the title' Unmarketablltty of the title' Lack of a right of access to and from the land The invalidity or unenforceability of the lIen of the insured mortgage upon the title, The priOrity of any hen or encumbrance over the lien of the insured mortgage Lack of priority of the lien of the insured mortgage over any statutory lien for services labor or material' a, arising from an Improvement or work related to the land which is contracted for or COm- menced prior to Date of Policy' or b anSlng from an improvement or work related to the land which is contracted for or com- menced subseQuent to Date of Policy and which is financed in whole or rn part by proceeds of the Indebtedness secured by the insured mortgage which at Date of Policy the insured has advanced or IS obligated-to advance' The invalidity or unenforceability of any assignment of the insured mortgage provided the assIgn- ment IS shown in Schedule A. or the failure of the assignment shown in Schedule A to vest title to the insured mortgage In the named insured assignee free and clear of all liens. The Company will also pay the costs attorneys fees and expenses incurred in defense of the title or the lien of the Insured mortgage as insured but only to the extent provided in the Conditions and Stipulations I POLICY NUMBER 62-900434 I. ,/ POLICY OF TITLE INSURANCE ,. . 1S$Uf1d by F lifeh ty NatIonal TItle M I 1""! R.>,....<.ECO...1P.1,'i'r OFPF'.....S'l'L\.-\'I-\ 1 2 3. 4 5 6 7 8 This policy shall not be valid or binding unM Schedule A has been countersIgned by either a duly aurhOrtzed agent or representative of the Company and Schedule B has been attached hereto IN WITNESS WHEREOF Fidelity National Title Insurance Com()sny of Pennsylvania has caused its corporate seal to be hereunto affixed and these presents to be Signed in faCSimile under authority of its by-laws, ~ Fidelity National Title INSURANCE COMPANY OF PENNSYLVANiA ~~ President ATTEST FROM O'BRIEN, SUITER & O'BRIEN, INC PHONE NO 561 276 2390 Nov 15 2000 04 llPM Pi O'BRIEN, SUITER & O'BRtEN, INC Land Surveyors 2601 N. FEoeRAL HIGHWAY DELRAY BEACH, FLORIDA 33483 OELRAY 276-4501 BOYNTON 732.3279 November 1SJ 2000 The Her i.tage Compan i es 5505 Nor~h Atlantic Avenue, #115 Cocoa Beach~ Florida 32931 Attention Jeff Kammerude Re: Boynton Terrace Apartments Dear Mr. Kammerude * Our cost to prepare a boundary survey of the above reference project would be $2,800 The survey would take 30 days to complete from the date ordered If we can be of service or if you have any Questions, please ca I I . sincerely, P:1~UV? 0 Paul 0 Engle, P S M BR I EN. I Ne PDE/cb * 'Ibis is to include all above ground improvements Jeff ~ft() ~~ / ,~ " - ''t' r l'i' - C'" CD - 0- , CIO ~i~ or:>> eo-:> Q:) I!XHl8li' An PARCE1. I /I. e:cach, Plllm recorded in 8each County po..',;"" of Block C of 8ea<:h County "\or;da Plat Buok 4 :It Page 51 Florida descrihed a$ follows 8o",,'Ort thO"rcof or }":drT\ t.he Plat e( Boynton Hill" according tc> tho. PI.., of the Public Records Corn.":~le%l:::e at the- Northeast ~orn.. or Lot I.q7 of $4lid 91oc:k C thence SO\1th {lIssul11ed} along the East line of ..aid Lot 147 a di..tance of 20 !lO te", to the Point o! Beginnins: r.henco conlinua South .along the Eas.t Hn-a- of $nid 810ek C 228 36 (eflt to r.he: SOuth....t eorne.. or Lot 134 or .aid Block C thenco W.,st Illon!!: the South line ot said Lot 134 a oi,.tance or 100 (oet to the Eftst line of 1.0t~ 135 and 136 of said Block C t.h<mce South :>long slIid EO"t hne and th.. Southerly pt'Ok>n&,otion thercof le9 19 feet to the cent.erline of <at'AND CIRCI.E 'N beu.&,,, C\.lM-'" concave SOuth.....e"'~er-ly hR",ln" " radius or $91 (tS r.et (" line radial 10 said curv.. bears North 41<>04 57~ East) thence Northwester'ly ..long the arc of said, cu......e S 02 teet throu&,h- a. ccn-traJ "n~:e "f 0029'11 '0 the int..n...ct;on with the Northedy prolongation of the E"st line of Lot 1'2"J or ,.;,1<1 Blocl<. C (Ai lint: radial to said curve at the Raid point of intersec,ion b","n' NOI.tn ~Oo35'45n Ea~t) thene. S<>uth along the l:"id Northeriy prol<>ng-ation 01 th<: E:ut line of Lot 129. .. d.istar:ce of 57 60 feet to the SOlt,tlwoast corner of "..i<.l Lot lZS thence West. alor.g th.. SouUl line or said. Lot 129 :ond th. South lin~ of Lot 128 a ~i5t8n.:e of 150 00 feet to the West Une of ....ic] l....t 128 the:>ce II:o:"tl1 ~lo:lC' .saId h'c~t Hne 15 00 feet to tne South line or Lots 127 and 126 of SOlid Block C thence West alon~ the s:old South Une of Lots 127 and 126 a distAnce o( 100 00 fee' In the West line of said Lot 1::6 th..'nce North alOOf: s..id W..~t lint: .15 00 feet lo t!l6 South line of l-ots 124 and 123 of slllic! Slor.:k C ther-co< ,"esl aloog; said Soutt> Ime 100 00 f..et to the West line of ..aid Lot 123. thence .!'io:-th :along sBid We"t line ,md the Northerly prolona-al,lon therftO( 193 23 r<tct to th" inte:""'e<:-tion ""itl'> the Westeriy p..010Jl&:3tion of tI'e South line of Lot I';} or said Block C t!leo<:e North 76~43'3S East aJoni:" ..aid Wc"terl); ;>rolonCBtlon 151 99 f..ct to the Wcs. line of ",aid 1.ot t'll thence North alone- lI'lid We:H line 101 Z5 feet to th-e North line of said Lc>t )41 thence North 83<'17'S5 East llloll~ the Nortb line of Lots 1';1 ~nd 142 of sal" Bloc\{ C II distance of 7~ 51 feet to It Iille ~ feel West of and parallel "'ith tll" ~:>st \ine of !..ot 150 of s"ld e.:o<:)( C thence Nonh lllong said p"'l"allel li:le 92 ~ [eet to tt... North line of Lots 1:'>0 );9 148 and 147 of said Block C the.nc~ East "Ion~ said North line ~05 CO feet to t,."le beeinnin&, of " cur-.... <:"'n~.:"-e Sc.uthWeStef'ly havinG: " ....diull or 20 00 (e~1 and" central ..nele o! ~oOO'OO" thence Southensterly >tlc.:>g the arc vf siSid c...rV'c 31 112 feel to toe Poi.nt of nC(t'u.nong aforedescribed ?ARCEL 2 Lo,s 116 In 118 19 181 11;2 183 "nd 184 in Block C BO" NTON l'tTl:!::s accordi:!;.,,, to the Pl"t thereof ltS .ecorded i., Plat Boolt.. at p"~,, 51 of Ihe l>ublic Record" of Pai:n Beach ColOnty Flo:-id.. PARCEL 3 Lots. 1 th~ugh 12 inc!l.:..I~'e in Rlock I Of PaU>~ 8EACii COU:-;Tl-(Y ~~A'::'ES ac<"or-ding to the ?tat thereof. as recorded in F:at Bo<>k 1 .:>t Page 43 of the Public Records or ?a!." Beach County Fiorida and tit.. South !!alf (S~) of the Ea-s Half (E~). of Lot 2 of Subdivision of the West Half (VJ~) of C~H" Southeast Quarter (-<iE'.) "j Sectio:> 21 To,",ns;,ip 45 South !':"nge 43 E..st Uoyntot\ Beach Pall" an..eh County FI<>dda 2ccor-dine to the Plat [her..,f a~ :-eco:-de~ Ln Pl4It Bool~ I. at Page 4 of the Public R.,cor-ds of Pat:n Be3ch Cou:>t~. F!orid" LESS the South I Z$ reet thereof.. ;ond LESS th" !"ight-of-way for Seacrest Boulevar<1 3S shown on Road Plat 'Book S at Page 182 or r.he Public Records of Palm 'Beach Co.unty Florida DEC-13-2DOO ~~D 10 23 AM FAX COVER 5h ~T FAX NO, ~ ThE HERITAGE COMPANIES . . DATE. FROM. TO: ALG<u::> o Michael McPhillips o Beth Maynes tJ Jacqueline McPhillios o Dorends Wiiliarr.s o Linda Kirst o Jim Kinca;d CJ Shane Sarve~ [J Alison Coll/ard [j Doretha Smith Ll Linda Dunnit100 [J Denise Lighlholder o Pauline Vandre Ll Fred Straub o Jeff Kamrnerude ..-- Keith Roberts o Lyn Chilton -,--- 00~A lj ~)-I'L' AA-J e-e... SCof ~ 14 2 -- fo 2 ~1 RE FAX. PHONE # of PAGES INCLUDING COVER 6J MESSAGE "T- l'-hv0\C ~\S. .s~OJL'~ r2z~OL'-~ 1A.0- ~~ ,. ?)'6b~1' P 01 PlM:~;: I;;. ~l 10~lh"_~L\' . . Ext. 250 Ext. 290 Ext. 282 Ext. 240 Ext 272 Ext. 247 Ext. 275 Ext. 284 Ext. 212 Ext. 258 Ext. 230 Ext. 235 ~,05 CEXt.~~ Ext. 234 Ext. 241 ~N ""- l{ ~ A jfll AJ (CQ \~ .-- THIS MSSS.,r,E ,:; I~TENOEO FOR THE USE 01' THE 'NDlVliJU,'~ OR ENT TV TO WHICH IT IS I\ODR[;5SEO AND MAY CONTAIN INfCHMATrQN THAT IS PAJVllli3ED, CONflD1:NTIA~. AND D,[;MPT rnCl~ DISC,-OSURE UNDER ...rr~IC"'IlLE LAW. If TtiE READER Of' THIS MESSAGE IS NO, THE INTENOEO RiiCIPiENT, 'l'OU liRE i":l:REBY ~OnFiE:l ni,l.T A~ CISSEMIN"'''NG OIS'I'RllllJrtOI'i O~ COPViNG 0" THIS COMM'vN;CArICN IS S'rR~lty PIlOI/IBfrin. IF YOU ''''Vii RECI:;I\'l::D TillS COMMUNICATION IN F,RROP PLEAse NOTlF'I' \I; !MMEO'ATEl.Y ~ TElE?fIONE ,,~O RliTURN THE CRIG!NAL L4ESSAGE TO ME AT 111[; N:XJRk;SS BELOW VIA THE U.S. POSTA. SEl{Vl(;E. TllANK YOU 55051\ ATl.I\NfIC AVf:l<UE, #115' Coco,, BbCH, FLORI:>" 3293 (321) 799-.1090. FAX (321) 799-0233 DEC-13-2JCO AED 10 28 AM FAX COVER Sh aT OATS TO RE FAX. PHONE. # of PAGES INCLUDING COVER MESSAGE. FAX NO, ~ THE HERITAGE CO:MPANIES . . ~(!) ~r: ~~ S ~ L.---- FROM :J Michael McPhillips o Beth Maynes CJ Jacqueline McPhillips o Dorenda Williams a LInda Kirst o Jim Kinca,d o Shane Sarve" I:l Alisor) Colvard CI Doretha Smith D Linda Dunniroo [J Denise lighlholder o Pauline Vandre Cl Fred Straub [j Jeff Kammerude ~ Keith Roberts [J Lyn Chilton P 01 ,:I t~ ~t h -1 :, , n Ext. 250 Ext. 290 Ext. 282 Ext 240 Ext. 272 Ext. 247 Ext. 215 Ext 284 Ext. 212 Ext. 258 Ext. 230 Ext. 235 ~.,05 CExt:~~ Ext. 234 C;;xt. 241 T Thvv\C.. ~;~\~ ~~OV\._,~ ~S.OC~ "'"0-'SA ALG~LO U ~~'"L' AA.J <Z.L ~CO f - 1 '-t 2 - G, 2. ~( Ale ~Y- f7i NOT ~~ ?)'6 bi.a.~l' ,.. ~""-l{~ kjAIAJ C - I(Q\~ ,,---------..- 'll-IIS M~.$6AG ~ 0' THe IND1IIICUA~ on I!!NTlTY TO 'MijCI- '1 IS AODRi$SiO AND MAY CCNTA:N ,NFORUI\TION TIiA T t~ PRMl-&Gl<O, CONI'JD~NTlAl AND EXEMi>T Ffl,;).... CISCLOSVRE l."'OER 'lPPLlCAlILE ~W_ IF THE READER O' tHiS 1.011:,'5.'\00 15 NOT THE INTC:IIID~D REC'P1tNT. YOU Anll !1E~E8Y HOr-,FIED TAA'r .>.NY PISIlt:/Iol:t>,ATNG. O:ST~lfOUTION on COpVING OF TI1I$ COMMUNICATION IS SltlIC;'LV P~O"lllITEu. IF YOU HAvE RECF.lVED ThiS COMMUNICATION i" E"'ReR PLEASe "'OT:fY ME I),4MEOIATE~ Y 6'( TELEPHOtE AI<) RET'.IRN 1111' CR'r,ltjA~ lIE~A31;"-0 fIo'F. AT WE AXlRES5 Ol;lOW VIA T'iE IJ,S, POSTAl. 5F.RVII:I'. TI1-'IIII YCU. 5505"J /\1 LMHlC AVENUE, #115 (O,,:OA BeAcH, FLCRiDA j29J 1 (32/) 799.40yO' FAx (32Iri99.0233 V Ore SPA c.Q.;> f73 DEC-07-2DCO THU 04 25 PM FAX NO P 02/02 = 168 - 173 - , ~ r-- . , b /) t- J /7/ VARIANCE REQUEST: REMOVE 89 SPACES PARKING SPACES REQUIRED. EXISTING 84 UNITS X 2 Ff.-( ST I/J ( SIb. CCs /7.J - rfr ~ ~ SPACES ~ '~._..~ ELIMINATE 89 TOT~L SPACES s 11) 15- fJ"-5 TOTAL SPACES REMAINING ~1- ~ =ie9- By PARKING RATIO =-t:66-spaces per unit )O~ DEC-13-20CO wED 10 28 AM FAX NO. P 02 December 7,2000 Mr JOS<l Alfaro City of Boynton Beach 100 East Boynton Beach Blvd Boynton Beach, FL 33425-0310 RE. Boyton Terrace Dear Mr Alfaro: Per our conversation, this letter is for darification of the parking variance request. We are In the process of the preparing an application to the Florida Housing Finance Corporation for funding allowing us to rehabilitate the e><isting units and provide a clubhouse for the resIdents of Boy ten Terrace in which a budget of approximately $3,300,000 is proposed. As a part of the application to the Florida Housing Finance Corporation a local government contribution Is required. To accompiis~ what we are proposing for the Boyton Terrace development we would need to provide parking spaces in accordance to the building code. Presently we have 17.l parking spaces and need to incorporate some of this area In the proposed rehab This would reduce the number of parking spaces available ar'ld will leave existing parking spaces when the new clubhouse is built. Additional green space is Incorporated as part of the proposed rehabilitation plan Due to the cost of creating new parking spaces, we are requesting from the City of Boynton Beach a variance in parking space requirement. The savings is denved from an estimate of what a parking space would cost to construct times the number of parking spaces relief is being sought fer The calculation is as follows. Current number of Residential Spaces Relief of Parking Spaces Number of Parking Spaces 1GB ~ 84 Estimated cost per space Total Contribution $ 4,017 195* $337,444.38 *405 sq. ft. of paving per space with baCk-Up area @$9.919 per sq. ft, (this i:1dudes stabilized s:.Jb-base, lime rock base, 1-1/2" asphalt, parking space stripping and parking bumper) Please give me a call should you have any questions at (321) 799-4090, ext. 259 s~~ DEC-13-2000 WED 10 24 AM F A:< NO. P 04 VARIANCE REQUEST P ARKING SPACES REQUIRED EXISTING RESIDENTIAL UNITS (84) X 2 168 REDUCTfON OF RESIDENTIAL PARKING SPACES (M} TOTAL RESIDENTIAL P ARKING SPACES 84 RESIDENTIAL PARKING RATIO = 1.0 SPACES PER UNIT NOV-14-2000 TUE 02 47 PM RELIANCE MGT SVS INC FAX NO, 407 926 1730 p, 01/01 ,,- \1''' I \ 1_ ~~('+S ..- t () l'----~.yy" 1 C~..)./- ~ '-;T1'~ i, \ .I h'i RELIANCE MANAGEMENT SERVICES, INC .--.., __ _.---0_--- ..., .... _ ~~... "'---.- I:J l26H CI'I^LI.IiNCER [>AI1.KW,A,Y SUITE 270 ORLMWO, FL November 14,2000 I'^,< 107.92M730 Mr Keith Roberts Heritage Rural Housing I Inc. 5505 N Atlantic Ave., Suite 115 Cocoa Beach, FL 32931 32826 401-921>-\720 RE. Boynton Terrace Mr Roberts. SUITE C.IO,) In response to your question, there are approximately two couples that are married with children that reside at the 89 unit multi-family property referenced above The majority of residents are single parents. CJ 1122\ R.ICI-IMONO.-.VE HOUSTON. iX Also, about 40% of the residents have one car per household The remaining 60% of residents utilize public transportation. If you should have any questions or need additional information, please do not hesitate to contact me at extension 23.7 770HZ W.759.2\8B FA)( 281.7S9 2m Sincerely, t'J 3081 CARDINAL I.M.:E DR ~c Colleen C. Kelly DVl.Ul H. (~,.. )0096 770-811-8771 FAX 770-81+$'119 . DEC-12-00 TUE 05 2S PM ..BOYNTON.TERRA9E 1 407 364 7341 P 01 _____~__4____-________.-__-_____.-_________________.-_---------------.--------+ SUMMARY STATISTICS page 3 of 10 Project BOYNTON TERRACE APARTMENTS Contract FL290053049 Bffective 12/12/00 printed 12/12/00 III Characteristics of All Members in All Households (Total Members 288) A AGE 0-5 6-12 13-17 18-22 23-29 30-39 40-49 50-54 ----- ----- --.-- ----- ----- Total 49 87 33 27 36 23 22 7 Percent 17 0 30 2 11 5 9 4 12 5 8 0 7 6 2 4 55-61 62-69 70-79 80-89 90-99 100 + -... - -- - - - -... ----- ----- Total 1 1 2 0 0 0 Percent 0 3 0 3 0 7 0 0 0 0 0 0 Average age 18 1 For Males 12 3 For Females 21 6 Average Average B SEX Males Age Females Age ----------- ------- ----------- _..---- 18 & Over 22 ( 18 5t) 28 5 97 81 5%) 33 0 Under 18 86 ( 50 9\ ) 8 2 83 49 It) 8 4 All 108 ( 37 5\) 12 3 180 62 5\) 21 6 C ALL MEMBERS SPECIAL STATUS 62 ana over Frail Elderly Handicapped Disabled Full-time stuaent over 18 Joint Dependent No special status Total 3 o 4 o o o 281 Percent 1 0 o 0 1 4 o 0 o 0 o 0 97 6 *** NOTE *** Individuals may be in more than one category n FAMILY SIZES 1 2 3 4 5 6 7 8 9 + ------ ------ ------ _.....---- ------ ------ ------ ------ ------. Total 2 15 25 23 14 :2 1 0 0 percent 2 4 18 3 30 5 28 0 17 1 2 4 1 2 0 0 0 0 .L Average family size 3 5 Rank by most conunon size 3-4-2-5-1-6-7 E RELATIONSHIP CODES Head Spouse Co-Head Other Depend Poster Not Rei ----- ------ --------- ------ ------ ------- Total 82 5 0 '27 174 0 0 Percent 28 5 1 7 0 0 9 4 60 4: 0 0 0 0 Rank by most common relationship code D-H-O-S DEC-07-2000 THU 01 09 PM FAX NO. P 03 ATTACHMENT "B" V mance Request The City of Boynton Beach reqwres by Its regulattons 194 (one hundred nmety.four) parkmg spaces for Boynton Terrace Apartments (Land Development RegulatIons Chapter 2, Zonmg Sectlon 11 S'l.lpplcmcntal Regulations, Paragraph "H" 16@.)2) We request a WlUver on thlS regulatJon to ehmmate 89 (eighty nlJ1e) parkmg spaces, leavmg 109 (one hunJred rune) spaces, allov,'lrlg a ralIO of 106 spa.ces per wut. 10302-96-02-12) (a) Townhouses being multiple 1 75 for each dwelling unit, of which a minimum of 0.25 spaces family dwellings wherein each per unit shall be provided for visitor parking unit has direct access to the ground level either by stairs or at grade (a.1) Townhouses in RM6 1 0 for each dwelling unit. (B/L No 9632-93-11-08) Districts. (a.2) Apartments in C8 and C8a 1 0 for each dwelling unit. (B/L No 9632-93-11-08) Districts (b) Apartments being multiple 1 6 for each dwelling unit of which a minimum of 0.25 spaces per family dwellings wherein access unit shall be provided for visitor parking to the units is by means of a common corridor (c) non-profit housing whether 1 5 for each dwelling unit of which a minimum of 0.2 spaces per townhouses or apartments that unit shall be provided for visitor parking (B/L No 9429-90-09-17) receives rent supplement assistance from a government or government agency (3) Dwellings or dwelling units 1 for each dwelling unit. related to commercial or other premises (4) Boarding lodging or 1 for each 2 sleeping units rooming houses, fraternity or sorority houses or other similar uses (5) Senior Citizens housing 1 for each 5 dwelling units where established bus route and commercial facilities are located within 04 km (0.2485 mile) of the development or 1 for each 4 dwelling units where such a development is located at a greater distance from an established bus route and commercial facilities In this item 'established bus route shall mean a bus route providing service with no more than 30 minutes between buses travelling in the same direction and commercial facilities' shall mean commercial-retail establishments in a group of 4 or more within a one-block length of a roadway (B/L No 6590-75-01-13) (5 1) Child care facility 1 for each 2 employees plus 1 for each 10 spaces licensed for the facility (B/L No 9395-90-06-18) (6) Children's institutions 1 for each 3 employees plus 1 for each 6 beds dormitories and rest homes. The project is located in Census Tract 61 00, which is bounded on the north by the C-16 Canal, on the south by Ocean Avenue, on the west by 1-95 (or the CSX railroad) and on the east by the Intracoastal Waterway According to the 1990 census, there were 1 4 automobiles per household in that tract, which was also the average for the entire City Of the 1,575 households in this census tract, 16 6% had no vehicle available, compared to 7 65% for households city-wide Average household size was 2 91 persons per household in the census tract, compared to a citywide average of 2.25 persons per household Of the 1,946 workers 16 years and older, residing in the census tract, 38 8% work within the City and 944% travel to work in a car, truck or van 49 persons (2 5%) said they walked to work and 10 (0 5%) reported that they ride public transportation This compares to the citywide average of 31 6% working within the City and 94.2% travelling to work in a car, truck or van, with 1 7% walking and 1 % riding public transportation I"F 'T? \ x-"T.\"\ A 1'<. ~\~ "'~.{.{ Lc, 4- 4-1L'- l' r ~ 'f. T.> L I\I'..JA.\-\ ci tJ LJ<'..- FOl.L o-u (~ \ DEC-07-20CO THU 01 08 PM FAX COVER S. ._ET FAX NO ~ THE HERITAGE COMPANIES . . DATE FROM. TO -----r6 :'"r-l. AL.r:Ag..c~ RE. 1:SC\O"I~'~O{-' T~(U<A cc!..- r~)r.~) FAX <... r.:- i - '1 Lf?- '- " 'l. S cr PHONE # of PAGES INCLUDING "S- COVER. MESSAGE. ~_.. J~';A. CALL C ~l"<'- k.. -rt;:, ~ \ ~- tUC'l" t\c So c., SO;::~ ~~JW f?r 6 c..~ ~ <~ Wtl-.t~\c....j WILL Michael McPhillips Beth Maynes Jacqueline McPhillips Dorenda Williams Linda Kirst Jim Kincaid Shane Sarver Alison Colvard Dorelt1a Smith U"Ida Dunnihoo Denise Ughtholder Paulil"l8 Vandre Fred Straub Jeff Kammeruoe Keith Roberts l yn Chilton lJ o o o o o o o o o o [J c o ~ Cl t'h.c, N \<:.. <, ~J A \ r"-,J ~~~.~ 3. '2.. r "7 ~ q 4 c..' C"( (\ 1.:1 '2 $" ~'( P 01 Ex:. 25::> Ex:. 290 Ext. 282 Ext. 240 Ext. 212 Ext.247 Ext. 275 Ex!. 284 Exl. 212 Exl. 258 Ext. 230 Ext. 235 Ex!. 205 EX~ Ext. 234 Ext. 241 nus MESSAG~ IS INTENDED FOR THl! US" OF THE INCIVI~ :)~ ENTITV TO WI1ICI1 iT IS iI.COP.ESSEc A"'O MAY CONTAIN INFORMATION mAT 1$ PIWllECt:o. CONflOCNTI~. AN" ~fMPT FRO'" DISCLOSURE UNDER Ar'PlICAllt.E LAW. II' T1~ REAOER or- TliIS t.AFSSACE 15 Nor THE INT~NOCO RGCIPIl::NT, you /IRt;, IIEReilY NO:IFIl::D TH"T ANY DISSeMINATING, CISTRle~TION OR CCPV,IIlO or. THIS COMMUNICATION IS SrRlCTlY P~QIlIliIiTED If YOU "~"E R!:CfIVED TillS COMMUNICATION IN 1;RROR PLEASE NOTIFY ME iMMtDI^ -E~V BY Tl!l.EPHONE AND ReT~RN Till; ORlelNAL MES1W3E -0 ME AT THE AOOAESS 8fLOWVlf, TBE U,S, I'OSTo\L SERIIICE. THANK YOU. 550'i N A TLAN':'l(: An.Nl'l1, It 11 S . Co~o!d3E^CH, Fl.ORfl).~ 32931 . (321) 799-4090 F!\x (~21) 799-0233 -.. ---.-- DEC-08-2JCO FRJ 11 21 AM FAX COVER S. .cET F A:< NO. P 01 ~ THE HERITAGE COMPANIES . . DATE FROM TO ' .:J;S A. A-f=A~ 0 Michael MCPhi!liiJs Ex!. 250 0 Beth Maynes Ext. 290 RE U A. 1'1... l A "" C!..JL 0 Jacqueline McPhHips Ex!. 282 0 Dorenda Williams Ext. 240 FAX. CS"~ { ~ 74 -z. - " "Z. $""C 0 Linda Kirst Ext. 272 0 Jim Kincaid Ex\. 247 PHONE 0 Shane Sarver Exl. 275 I:J Alison Colvard Ext 284 # of PAGES (f) 0 Doretha Smith Ext. 212 INCLUDING 0 Linda Ounnihoo Ext. 258 COVER: 0 Denise Lightl10lder Exl. 230 0 Pauline Vandre Ext. 235 MESSAGE 0 Fred Straub Ext. 205 D Jeff Kammerude ~ ~ Keith Roberts Ext, 234 0 Lyn Chilton Ext. 241 :Jc>~"' ~ l+r ~,~ ~+h EY-pLA.A.>< ~ <;:'1 50 ~ W ()J;;L. f:- ~ h~~ ~~~ CJ]A''''' (G.. (~^' --- TMIS r.l"SSACE IS IN~eNOED FOI'I HIE lIS~ or: THE i!o,O!V1OU"~ 01'1 El'.llTY TO WHICH IT IS AD:lIlJ;SSI:O ,'NO MAY CONTAIN INFOF.t.4ATION THAT IS I'RIVI~Ii:GEO, CONFIDI:NTIAl. AND EXEMPT FRO~ OISCc:lSuflt: U"DIi:R Al'l'llCl\~E LAW. IF ~ READeR OF TN!S MESSAGE IS NO. THE INT€NOEO IlI'Crl'reNT. YOU ARE Hl:REIlY NOTIF;:1D niA'" ~NY ptSse~ttl^T1NG. C!STRII:U';T10N OR coPYINC OF THIS OOMM,UNlCAT~N is Sll'.,CT,Y PROHI5ITED. IF YOu /lAVE RECelllliD THIS COMMUNICATiON IN FRACir<. P~EAse NOTIFY Mt 'MMED'A ray DVTE.EI'HONE loNe AETIA'lN nil!: ORIG!NAlI.ICGlIA\3E 'Ie Ml! -"T THe ADDRESS SElOW VIA THE U_S, PQsr~l S~RV1ce. r~ANI( YOl.. 5505 N MLi\N'IL' ^Vr.N'-~1 11115 CO('()~ DIOACli, F'LOR:OA 3293 . (321) 799-4090 FAx (321) 7')')-0233 Ut.L,-Ub- ~UUU rH 1 11 2.2 AM F A,\ NO. P 02 oece~ber 7, 2000 Mr Josa Alfaro City of Boynton Beach 100 East 8oynton Beach Blvd, Boynton Beach, Fl 33425-0310 RE. 6oyton Terrace Dear Mr Alfaro' Per our conversation, this letter is for clarification of the parking variance request. We are in the process of the preparing an ap;llication to the Florida Housing Finance Corporation for funding allowing us to rehabilitate the existing units and provide a clubhouse for the residents of Boy ton Terrace in which a budget of approximately $3,500,000 is proposed As a part of the application to the Florida Housing Finance Corporation a local government contribution Is required. To accomplish what we are proposing for the Boyton Terrace development we would n-aed to provide parking spaces in accordance to the bUilding code. Presently we have 194 parking spaces and would like to convert some of the existing parking spaces to green areas. This would reduce the number of parking spaces available and will leave existing parking spac;:es when the new c1ubnouse is built. Due to the cost of creating new parking spaces we are requesting the City of Boynton Beach for a variance in parking space requirement which creates a local government contribution. The amount of the contribution is derived from an estimate of what a pa~king space would cost to construct times the number of parking spaces relief is being sought (or The calculation is as follows; Current number of Spaces at current parking space regulations Re.\lef of Parking Spaces Number of Parking Spaces 194 -M 109 Estimated cost per space Total Contr:bution $ 3,967 74* $353,128.86 "420 sq ft, of paving per space @$9 447 per sq. ft. (this includes s~bilized sub-base, lime rock base, 1-1/2" asphalt, parking space stripping and parking bumper) Please give me a call should you have an,! questions at (321) 799-4090 Sincerely, ~