LAND USE RESTRICTION AGREEMENT FOR: ELLENTON LANDINGS

Transcription

1 LAND USE RESTRICTION AGREEMENT FOR: ELLENTON LANDINGS THIS LAND USE RESTRICTION Agreement (hereinafter Agreement ) is made and entered into by and between the County of Manatee, a political subdivision of the State of Florida (hereinafter referred to as the "County") and Ellenton Landings, LLC, a Florida Limited Liability Company, for itself and its successors, assigns, and agents (hereinafter referred to as the "Owner"). RECITALS WHEREAS, the Owner owns certain land described in Exhibit "A" attached hereto and incorporated herein by reference, hereinafter referred to as the "Property"; and WHEREAS, the Owner agrees to comply with certain sale or rental restrictions and in the marketing for sale or rental of Dwelling Units constructed on the Property in order to provide affordable and workforce housing in Manatee County, Florida; and WHEREAS, the County has treated the development of the Property (hereinafter defined as the Project ) as an affordable/workforce housing project within the meaning of such terms under the County s Land Development Code, based upon Owner s promise to provide affordable and workforce housing as provided in this Agreement. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: ARTICLE I Definitions Section 1.1 General. Capitalized terms used in this Agreement shall have, unless the context clearly states otherwise, the meaning specified in this Article I. Certain additional terms may be defined elsewhere in this Agreement. (a) (b) (c) Median Household Income ( MHI ) or Area Median Income ( AMI ) means the United States Department of Housing and Urban Development ( HUD ) established standard known as Median Income for the North Port Bradenton Sarasota, FL Metropolitan Statistical Area which includes Manatee County published annually by HUD and included in the Income Limits and Rent Limits chart as published annually by the Florida Housing Finance Corporation ( FHFC ). Affordable Housing Developments are defined as owner occupied or multifamily rental developments in which a minimum of 10% of the total units are affordable households at or below 120% of the Area Median Income. "Eligible Persons or Household - Affordable" means one or more natural persons 1

2 or a family determined to have a total gross annual income certified by the household at initial occupancy to be not in excess of the amount published annually by FHFC as the 120% of MHI amount (adjusted to family size) (and for purposes of this Agreement such amount shall never be required to be less than the 2014 amount), but must have enough total gross income to pay the allowable rent or mortgage payment (including taxes and insurance) by dedicating no more than 30% of the total gross income to rent. It is not the intent to limit a household s ability to devote more than 30% of it s income for housing and housing for which a household devotes more than 30% of it s income shall be deemed affordable if the first institutional lender and/or Owner is satisfied, in it s unfettered discretion, that the household can afford monthly payments in excess of 30% of it s income. Eligible Persons or Household - Affordable must, in addition to the above income qualifications, qualify on the basis of credit worthiness, criminal background worthiness, and any other requirements that are employed to qualify non-affordable persons or households for occupancy at the Project. The Owner shall establish these qualifying standards at the Owner s unfettered discretion. (d) (e) (f) Affordable Rents are the amount the Owner may charge Eligible Persons or Household - Affordable in base rent (net of garage, storage lockers, late fees, or misc fees as delineated in a tenant lease) on a monthly basis for the term of that lease. The maximum rent allowable to be charged to Eligible Persons or Household - Affordable shall not exceed the monthly rent as published in the FHFC annual Income Limits and Rent Limits report for Multifamily Rental Programs for the 120% MHI line adjusted by bedroom count, and at initial occupancy no more or less than that rent charged to new non-affordable units of similar characteristics if the non-affordable rents are below the FHFC published maximum. The maximum Affordable Rents shall be no lower than the maximum allowable rents at 120% MHI adjusted by bedroom count published by the FHFC for Affordable Selling Prices are the maximum prices the Owner may charge, in the event Owner chooses to sell individual units, to Eligible Persons or Household - Affordable for the base unit (net of garages, storage lockers, or other optional additions to the base unit). The maximum selling price allowable to be charged for the base unit to Eligible Persons or Household - Affordable shall be such figure which is derived from the FHFC 120% of AMI income limits by applying thereto the 2014 methodology established by the Neighborhood Services Department of Manatee County to arrive at their maximum sales price for 120% AMI housing as published in their 2014 Affordable / Workforce Housing Incentives package, and no more than that selling price charged to the new non-affordable units of similar characteristics if such amount is less than the above derived amount. The maximum Affordable Selling Prices shall be computed on incomes no lower than the incomes published by the FHFC for 2014 report for the 120% AMI and for purposes of this Agreement shall never be required to be an amount which is less than the figure for Workforce Housing Developments are defined as owner occupied (or rental) developments in which a minimum of 10% of the total units are available to 2

3 households with an income no higher than 20% above moderate income level for a family of 3 established by the FHFC and sales prices no higher than 20% above the moderate income home sales price established by the Manatee County Local Housing Assistance Plan, both of which may be adjusted from time to time. (g) (h) (i) "Eligible Persons or Household Workforce" means one or more natural persons or a family determined to have a total gross annual income certified by the household to be not in excess of 20% above the amount published annually by FHFC as 120% of MHI (for a family of 3) (and for purposes of this Agreement such amount shall never be required to be less than the 2014 amount), but such household must also have enough total gross income to pay the allowable rent or mortgage payment (including taxes and insurance) by dedicating no more than 30% of the total gross income to rent. It is not the intent to limit a household s ability to devote more than 30% of it s income for housing and housing for which a household devotes more than 30% of it s income shall be deemed affordable if the first institutional lender and/or Owner is satisfied, in it s unfettered discretion, that the household can afford monthly payments in excess of 30% of it s income. Eligible Persons or Household - Workforce must, in addition to the above income qualifications, qualify on the basis of credit worthiness, criminal background worthiness, and any other requirements that are employed to qualify non-workforce persons or households for occupancy at the Project. The Owner shall establish these qualifying standards at the Owners unfettered discretion. Workforce Rents are the amount the Owner may charge Eligible Persons or Household - Workforce in base rent (net of garage, storage lockers, late fees, or misc fees as delineated in a tenant lease) on a monthly basis for the term of that lease. The maximum rent allowable to be charged to Eligible Persons or Household - Workforce shall be no higher than 20% above the rental rates derived by cross-referencing the Rent Limit by Number of Bedrooms rental rate on the 120% of Median Household Income line as established on the Florida Housing Finance Corporation s schedule of Income Limits and Rent Limits for Multifamily Rental Programs, published annually, and at initial occupancy no more or less than the rent charged to the non-workforce units of similar characteristics, and which for purposes of this Agreement shall never be required to be rental rates which are less than the figures thus derived for Workforce Selling Prices are the maximum prices the Owner may charge, in the event Owner chooses to sell individual units, to Eligible Persons or Household - Workforce for the base unit (net of garages, storage lockers, or other optional additions to the base unit). The maximum selling price allowable to be charged to Eligible Persons or Household - Workforce shall be such amount which is derived from an income figure which is 20% above the FHFC 120% of AMI income limits for a family of three (3) and by applying thereto the 2014 methodology established by the Neighborhood Services Department of Manatee County to arrive at their maximum sales price for workforce housing as published in their 2014 Affordable / Workforce Housing Incentives package, and no more than that selling price charged to the new non-workforce units of similar characteristics if such amount is less than 3

4 the above derived amount. The maximum Workforce Selling Prices shall be computed on incomes no lower than the incomes published by the FHFC for 2014 report for 20% above the 120% AMI and for purposes of this Agreement shall never be required to be an amount which is less than the figure for (j) "Dwelling Unit" means a residential accommodation constituting a part of the Project located within Manatee County and containing separate and complete living facilities designed and intended for the primary purpose of providing decent, safe and sanitary residential units available for rental and or sale to the general public. ARTICLE II Use, sale and Occupancy of the Property Section 2.1(a) The Owner shall initially sell or rent, as an owner-occupied or rental residence, twenty-five percent (25%) of the total project Dwelling Units to Eligible Persons or Household - Affordable who at application also satisfy Owner s standard qualifying criteria for occupancy at the Project. Thereafter, unless approved for alternate sale or rental by the Department of Neighborhood Services due to special circumstances, (i) for a period not to exceed five years after a certificate of occupancy has been issued on the final building at the Project, 25% of the Project Dwelling Units shall remain occupied or available for occupancy by Eligible Persons or Household - Affordable, or (ii) the initial Eligible Persons or Household - Affordable purchaser of a Project Dwelling Unit shall remain as the owner-occupant for a minimum of one year from the date of purchase. A Dwelling Unit sold to Eligible Persons or Household - Affordable shall count always toward this 25% benchmark. If the initial purchaser in the case of a sale, or the Owner in the case of ongoing rental status, fails to comply with this affordability period, the County shall have the right to pursue the remedies as set forth in Section 4 herein against (i) the initial purchaser in a sale or (ii) the Owner with regard to ongoing rentals. Section 2.1(b) The Owner shall initially sell or rent, as an owner-occupied or rental residence, twenty-five percent (25%) of the total project Dwelling Units to Eligible Persons or Household - Workforce who at application also satisfy Owner s standard qualifying criteria for occupancy at the Project. Thereafter, unless approved for alternate sale or rental by the Department of Neighborhood Services due to special circumstances, (i) for a period not to exceed five years after a certificate of occupancy has been issued on the final building at the Project, 25% of the Project Dwelling Units shall remain occupied or available for occupancy by Eligible Persons or Household - Workforce, or (ii) the initial Eligible Persons or Household - Workforce purchaser of a Project Dwelling Unit shall remain as the owner-occupant for a minimum of one year from the date of purchase. A Dwelling Unit sold to Eligible Persons or Household - Workforce shall count always toward this 25% benchmark. If the initial purchaser in the case of a sale, or the Owner in the case of ongoing rental status, fails to comply with this affordability period, the County shall have the right to pursue the remedies as set forth in Section 4 herein against (i) the initial purchaser in a sale or (ii) the Owner with regard to ongoing rentals. Section 2.1(c) The Owner may maintain any combination of rental, available for rental, sold, and/or available for sale units which accumulates to 25% of Dwelling Units qualifying for use by 4

5 Eligible Persons or Household - Affordable and 25% of Dwelling Units qualifying for use by Eligible Persons or Household - Workforce. Section 2.1(d) For purposes of complying with the requirements set forth in this Section 2.1 above, if the income of the household in an Eligible Persons or Household Affordable or Workforce residence did not exceed the applicable income limit (adjusted for the number of persons residing in the Dwelling Unit) at the commencement of such resident's rental occupancy, such person(s) or family may be treated as continuing to be an Eligible Persons or Household - Affordable or Eligible Persons or Household - Workforce until such time as they vacate the Dwelling Unit, at which time, if necessary to remain in compliance with Section 2.1 hereof, the residence shall be replaced by another qualifying residence within the Project wherein the persons or family is within the appropriate income limits. Section 2.2 The Owner shall be entitled to all the Affordable Housing Incentives in the Manatee County Land Development Code (section 1302) to include but, not limited to, Fast Tracking, Fee Refund (if funds are available) and Density Bonus, Educational Facilities impact fee increment (if any), and any and all other incentives. The Property on the future land use map is designated as RES- 6. The preliminary site plan approving the Project was specifically approved by the County based in part upon a finding that the Owner will provide twenty-five percent (25%) of the Project residences for Eligible Persons or Household - Affordable and twenty-five percent (25%) for Eligible Persons or Household - Workforce. The maximum number of units which can be built in the Project subject to the density bonus is 136 Dwelling Units. Section 2.3 The Owner shall comply with all requirements of the Comprehensive Plan, all standards and requirements of the Manatee County Land Development Code (LDC), Manatee County Building Codes and the approved preliminary and final site plan, and shall maintain the Project in compliance with the aforementioned requirements. Section 2.4 During the term of this Agreement, the Owner shall not use the Project for any use other than an owner-occupied, or rental residential development. Section 2.5 The Owner shall not discriminate on the basis of race, creed, religion, color, sex, familial status, national origin or handicap in the use or occupancy of the Project. Age discrimination and discrimination against minor dependents, except when units are specifically being held for Elderly Households in accordance with applicable State and Federal law, are also not permitted. Section 2.6 The Owner hereby covenants and agrees that it will immediately withdraw from circulation any advertisement determined by the County to violate or be inconsistent with this Agreement with respect to promoting affordable and workforce housing and consents to the remedy of specific performance. However, this Agreement does not require the Owner to market the units in any specific manner or any specific representation that the Project is or contains units that are designated as affordable or workforce as long as rents or selling prices charged by Owner comply with Section 2.1 of this Agreement. 5

6 Section 2.7 In the event the Owner sells any Dwelling Units as condominiums during the term of this agreement, the Owner shall provide each purchaser of a Dwelling Unit with information describing the structure and sustainability of a Homeowners or Condominium Association for Ellenton Landings. The County shall have the right to request and monitor such information to owner-occupants of Dwelling Units. Section 2.8 Notwithstanding the foregoing, to ensure this Agreement does not adversely affect the economic viability of the Project, the parties agree that the Project may request a waiver from Manatee County allowing the renting or sale of vacant units to families that do not meet the definition of Eligible Persons or Household - Affordable or Eligible Persons or Household - Workforce. The waiver may only be requested when the overall vacancy for the previous month exceeds 8% and the Project has documented their efforts to attract Eligible Persons or Household - Affordable or Eligible Persons or Household - Workforce. In considering the waiver request, Manatee County may grant the request, deny the request, or attach additional requirements to the request and grant a modified waiver within 10 business days, or the waiver will be considered approved as submitted. The waiver (as modified, if applicable) will be valid for 180 days. ARTICLE III Administration Section 3.1 The Owner shall, for the term of this Agreement, submit an Annual Report relative to all Affordable and Workforce residences, to Manatee County. Said report shall restrict information to only those units occupied during the period specified as Affordable and Workforce. The information required to be submitted will be for leases, applications, employment, and income certification documents. Section 3.2 Should a transfer of ownership for all or any part of the Property take place during either the review or construction phases for the Project, the use shall not change and transferee shall develop the Project pursuant to this Agreement. Information relating to the new Owner, (developer/contractor), including name, address and telephone number, shall be forwarded by letter to the Director of the Neighborhood Services Department. Section 3.3 Subject to Section 6.9 hereof, this Agreement, and the restrictions herein, shall run with the land, and be binding upon and enforceable against all successors in title to the current Owner provided, however, this Agreement and the restrictions herein shall not run with the land to any purchaser who purchases a Dwelling Unit which is not one of the Affordable or Workforce residences. Section 3.4 The omission of any regulatory requirement in this Agreement shall not relieve the Owner from the necessity of complying with any and all applicable State, County and Federal laws, rules and regulations. In particular, this Agreement is governed by the provisions of the Manatee County Land Development Code. In interpreting any applicable requirements, the more stringent provisions shall apply. In the event the FHFC or HUD ceases to publish (or is unavailable ) the material in Section 1.1 in the format described in this Agreement, Owner may base Affordable Rents, Affordable Selling Prices, Workforce Rents, and Workforce Selling Prices upon 30-40% of 120% of a comparable replacement index reasonably selected by Owner for AMI (for Affordable) and 20% 6

7 above 120% of a comparable replacement index reasonably selected by Owner for AMI (for Workforce) to compute annual rental limits or maximum selling prices for Eligible Persons or Household Affordable and Workforce. Section 3.5 The Neighborhood Services Department shall review the Project at least every twelve (12) months to determine compliance with the terms of this Agreement. Failure of the Neighborhood Services Department to conduct said review or identify violations of this Agreement shall not relieve Owner of any obligation hereunder or prevent subsequent enforcement. Section 3.6 During the term of this agreement, the County shall have the right to review and audit certain records of the Owner relating to the Property to determine compliance with Section 2.1 and 2.2. The Owner shall be required upon written notification, to provide leases, applications, income certification necessary to perform an audit, on only the Affordable and Workforce residences during the period requested. This information may include information confirming that any units designated by the Owner as Affordable or Workforce owned by the Owner or Owner s successor are only occupied by a purchaser or renter who has certified the Dwelling Unit as an Eligible Persons or Household- Affordable or Workforce residence. These materials shall be maintained by the Owner for a period of three (3) years and shall at all times be kept separate and identifiable from any other business of Owner, and shall be maintained in reasonable condition for a proper audit, and subject to examination and photocopying during business hours by representatives of the County. Manatee County shall provide at least five (5) business day s prior written notice before performing such audit or examination. ARTICLE IV Enforcement and Remedies Section 4.1 If Manatee County contends that the Owner has not complied in one or more material respects in the performance of its obligations under this Agreement and the restrictions set forth herein under Sections 3.1 or 3.6 or fails to provide certification or other information required under Section 2.1, and if such non-compliance remains uncured for a period of one hundred and twenty (120) days after notice thereof has been given by the County (or for a longer period if the cure reasonably requires a longer period of time to be completed and the cure has been commenced by Owner and continues to be diligently pursued in good faith), the County shall be entitled to apply to any court having jurisdiction of the subject matter for specific performance of this Agreement. Remedies available to the County under this Agreement, including without limitation the liquidated damages available pursuant to Section 4.2 hereof, shall be cumulative. If Owner disputes the County s assertion of non-compliance pursuant to Sections 4.1 or 4.2, the Owner may require the County to seek a resolution of the dispute through arbitration with a qualified, certified, and court approved arbitrator, so long as Owner notifies the County within one hundred twenty (120) days that Owner disputes the assertion of non-compliance and requests arbitration. If Owner continues to be in non-compliance and the Owner has not notified the County of its right to seek arbitration, the County shall be entitled to presume that any Dwelling Unit that should have been covered by such report, certification, or information was not in compliance with the requirements of this Agreement, and to receive liquidated damages as provided in Section

8 Section 4.2 In addition to the remedies provided in Section 4.1 of this Agreement and/or to avoid litigation or arbitration, if Owner fails to comply with the requirements of Section 2.1 above, or if County is entitled to a presumption of non-compliance pursuant to Section 4.1 above, and such presumption has not been rebutted by evidence furnished by Owner, Owner (or, in the case of a Dwelling Unit sale not held by the initial purchaser for at least one year, the initial purchaser) shall pay a one-time liquidated damages amount to the County for the loss of the public benefit of the program in the amount of $2, per unit for (a) each Dwelling Unit, to a maximum of twentyfive percent (25%) of all Dwelling Units, less any units rented or sold as Affordable and (b) each Dwelling Unit, to a maximum of twenty-five percent (25%) of all dwelling units, less any units rented or sold as Workforce (c) any Dwelling Units rented or sold as Affordable or Workforce that are not in compliance with the above requirements. Any payment under this Section shall be made to County by cashier s check. The County shall not be required to commence litigation against the Owner in order to receive such liquidated damages, but may do so in the event the Owner fails to pay them in accordance with this Section. ARTICLE V Representations and Warranties of Owner Section 5.1 Owner warrants and represents that it has validly executed this Agreement and the same constitutes the binding obligation of the Owner. Owner warrants and represents that it has full power, authority and capacity to enter into this Agreement, to carry out the Owner's obligations as described in this Agreement and to assume responsibility for compliance with all applicable Local, State and Federal rules and regulations. Section 5.2 To the best of Owner's knowledge, the making of this Agreement and the Owner's obligations hereunder: (a) (b) (c) (d) (e) will not violate any contractual covenants or restrictions between Owner or any third party, or affecting the Property; will not conflict with any of the instruments that create or establish Owner's authority; will not conflict with any applicable public or private restrictions; does not require any consent or approval of any public or private authority which has not already been obtained; and are not threatened with invalidity or unenforceability by any action, proceeding or investigation pending or threatened, by or against Owner, without regard to capacity, any person with Owner may be jointly or severally liable, or the Property or any part thereof. Section 5.3 There is no litigation pending or proceeding, or, to the best of any Owner's knowledge, threatened, against Owner which if adversely determined could individually or in the aggregate have an adverse affect on title to or the use and enjoyment or value of the Property, or any 8

9 portion thereof, or which could in any way interfere with the consummation of this Agreement. Section 5.4 There is no pending, or to Owner's best knowledge, threatened, case or proceeding or other action in bankruptcy, whether voluntary or otherwise, any assignment for the benefit of creditors, or any petition seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for owner under any present or future federal, state or other statute, law, regulation relating to bankruptcy, insolvency, or relief from debtors, nor is there any basis therefore. Section 5.5 Owner agrees to indemnify and hold harmless the County from and against all liabilities, losses, claims, damages, judgments, costs and expenses (including, without limitation, reasonable attorneys' fees, through appeal, if necessary) incurred by the County as a result of any inaccuracy in any of the representations and warranties contained in Sections 5.1 through 5.4, inclusive. ARTICLE VI Recordation and Duration Section 6.1 This Agreement shall be recorded in the Official Records of Manatee County, Florida by Manatee County at the expense of the Owner. Section 6.2 This Agreement shall become effective upon being recorded in the Official Records of Manatee County, Florida pursuant to Section 6.7 above after both parties have executed it. Section 6.3 This Agreement and the restrictions provided herein shall remain in effect for a rental project for a period of five years from the date a certificate of occupancy has been issued on the final building or, if earlier, for a for-sale project until the initial sale and occupancy of Project Dwelling Units by twenty-five percent (25%) Eligible Persons or Household - Affordable and twenty-five percent (25%) Eligible Persons or Household - Workforce. ARTICLE VII Miscellaneous Provisions Section 7.1 This Agreement may not be amended or modified except by written instrument signed by each party hereto and approved by the County s Board of County Commissioners. Section 7.2 Notices required to be given by this Agreement shall be in writing, certified mail through the United States Postmaster. Mail shall also have return receipt requested, addressed to the persons and places specified for giving notice below. Requirements for such other or additional parties or address as from time to time may be specified by either party shall be subject to the terms and conditions of this Agreement. This in no way impacts the requirement to provide notice to the Board of County Commissioners and to the County Attorney in the manner outlined above. Notice shall be forwarded to the following: 9

10 FOR THE COUNTY: County Administrator 1112 Manatee Avenue West Post Office Box 1000 Bradenton, FL with copies by U.S. Mail to: Office of the County Attorney Manatee County Government 1112 Manatee Avenue West Post Office Box 1000 Bradenton, FL Director, Neighborhood Services Department 1112 Manatee Avenue West, Suite Post Office Box 1000 Bradenton, FL FOR THE OWNER: Ellenton Landings, LLC Scott D. Bradley 727 South Orange Avenue Sarasota, FL Ellenton Landings, LLC Larry P. Lieberman 727 South Orange Avenue Sarasota, FL Section 7.3 Both parties have played an equal and reciprocal part in the drafting of this Agreement and, therefore, no provisions of this Agreement shall be construed by any court or other judicial authority against any party hereto because such party is deemed to have drafted or structured such provisions. Section 7.4 In the event any term of provision of this Agreement shall be held invalid, such invalid term or provisions shall not affect the validity of any other term or provision hereof and all such other terms and provisions hereof shall be enforceable to the fullest extent permitted by law as if such invalid term or provision had never been apart of this Agreement; provided, however, if any term or provision of this agreement is held to be invalid due to the scope or extent hereof, such term or provision shall automatically be deemed modified in order that it may be enforced to the maximum scope and extent permitted by law. 10

11 Section 7.5 This Agreement shall be construed, and the rights and obligations of the County and Owner hereunder shall be determined, in accordance with the laws of the State of Florida. Venue for any litigation pertaining to the subject matter hereof shall be in Manatee County, Florida, unless prohibited by law. Section 7.6 In any litigation between the parties hereto arising out of this Agreement, each party shall be responsible for paying its own attorneys fees and costs. Section 7.7 To the extent permitted by law, and, in the case of the County, subject to the limitations set forth in Section , Florida Statutes, each of the parties hereto shall indemnify, defend, save, and hold harmless the other, its officers, agents, and employees from and against all suits, actions, claims, demands, costs, penalties, fines, or liability of any nature whatsoever arising out of, because of, or due to any act or occurrence of omission or commission of the indemnifying party, its consultants, contractors, officers, agents, or employees in the performance of this Agreement. Section 7.8 The obligations of the County set forth herein shall not be construed to be or constitute general obligations, debts or liabilities of the County or the State of Florida or any political subdivision thereof within the meaning of the Constitution and laws of the State of Florida. Section 7.9 This Agreement incorporates and includes all prior negotiations, correspondence, conversations, agreements, or understandings applicable to the matters contained herein, and the parties agree that there are no commitments, agreements, or understandings concerning the subject matter of this Agreement that are not contained herein. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. It is further agreed that no modification, amendment, or alteration in the terms or conditions contained herein shall be effective unless contained in a written document executed with the same formality and of equal dignity herewith. Section 7.10 This Agreement is solely for the benefit of the parties hereto and no right or cause for action shall accrue to, or for the benefit of, any third party not a party hereto. This Agreement shall not be construed to create a joint venture or partnership between the parties hereto. Section 7.11 No party shall be liable for any failure to perform, or delay in the performance of, any obligation under this Agreement if such failure is caused directly by hurricane, tornado, fire, earthquake, civil commotion or failure or disruption of utility services, or other like cause beyond the reasonable control of the party obliged to perform. 11

12 IN WITNESS WHEREOF, the Owner and the County have entered into this Agreement, as of the day of 20. WITNESSES: OWNER ELLENTON LANDINGS, LLC By: Larry P. Lieberman, As its Manager/President STATE OF FLORIDA COUNTY OF MANATEE SWORN AND SUBSCRIBED before me this day of, 20, by Larry P. Lieberman, (as Manager/President of Ellenton Landings LLC), who is personally known to me and/or provided as identification, and who did take an oath (or affirm). If no type of identification is indicated, the above named persons are personally known to me. (Stamp and Seal) Signature of Notary Public MANATEE COUNTY, FLORIDA By: Board of County Commissioners ATTEST: By: Angelina Colonneso CLERK OF THE CIRCUIT COURT Chairperson By: 12

13 EXHIBIT A Legal Description 13