EXHIBIT 6.1.1
EXHIBIT F
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PROPERTY MANAGEMENT AND OPERATION PLAN
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For purposes of this EXHIBIT F, the capitalized terms set forth below shall have
the meanings respectively ascribed to them. Other capitalized terms used herein
but not defined below shall have the meanings set forth in the General
Partnership Agreement of The Xxxxxxx Resort Partnership dated as of ___________,
1998 by and between Blue Ribbon Communities Limited Partnership and Xxxxxxx
Preservation, Inc.
1. RENTAL AGREEMENTS. Each manufactured home site (a "Homesite") within
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the Property shall be leased by the Partnership to the owner (a "Homeowner") of
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the manufactured home (a "Home") located on such Homesite, pursuant to a rental
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agreement (a "Rental Agreement") in the form attached to the applicable
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Prospectus for the Property as filed with the State of Florida Department of
Business and Professional Regulation, as amended from time to time.
2. RENTAL ADJUSTMENTS. Through the tenth (10th) anniversary of the
Partnership Execution Date, the base rental payable under each Rental Agreement
shall be increased annually by an amount equal to the greater of (i) five
percent (5%) or (ii) the corresponding annual percentage increase in the
"Consumer Price Index for All Urban Consumers, All Items" prepared by the Bureau
of Labor Statistics of the United States Department of Labor. In addition,
through the tenth (10) anniversary of the Partnership Execution Date, each
Homeowner shall pay to the Partnership each month as additional rental an amount
equal to one-twelfth (1/12) of such Homeowner's pro rata share of the following
items, calculated on an annual basis, subject to compliance with the Prospectus
and applicable law: (i) the aggregate ad valorem taxes assessed with respect to
the Property; (ii) the aggregate non-ad valorem assessments assessed with
respect to the Property; (iii) the aggregate costs incurred by the Partnership
to comply with all orders or directives of any governmental entities relating to
the Property; and (iv) any other current pass-throughs.
3. CAPITAL EXPENDITURES. Each year, not less than one and one-half
percent (1.5%) of the annual gross revenues of the Partnership shall be applied
toward capital improvements to the Property and/or the establishment of reserves
for such capital improvements. BRC shall have the exclusive right to direct the
application of such funds, in consultation with MPI.
4. HOME SALES/RESALES, MARKETING AND DEVELOPMENT ACTIVITIES. Subject to
applicable law, BRC or its Affiliate shall act as the exclusive Home
sales/resales and marketing agent at the Property (provided, however, that each
Homeowner shall have the right to sell such Homeowner's Home independent of BRC
or its Affiliate), and shall have the exclusive right to develop and market
additional Homesites within the Property.
5. SUBLEASING. Homeowners may continue to sublease their Homes
substantially in accordance with current Property practice in effect as of the
date of the Agreement; provided, however, that each Homeowner shall remain
responsible for complying with such Homeowner's Rental Agreement, for
maintaining such Homeowner's Home in compliance with the standards
set forth in the Property's rules and regulation, as amended from time to time
(the "Rules and Regulations"), and for ensuring that such Homeowner's sublessee
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complies with the Rules and Regulations.
6. MAINTENANCE OF HOMES. Each Homeowner shall be responsible for
maintaining such Homeowner's Home in good condition and repair and in compliance
with the standards set forth in the Rules and Regulations. If any Homeowner
fails to properly maintain such Homeowner's Home, such Homeowner shall be given
written notice of such failure and a reasonable opportunity to cure such
failure, and thereafter management may require that such Homeowner's Home be
moved to another Homesite designated by management or removed from the Property.
7. UPGRADE POLICY. Upon the sale or other transfer of a Home not meeting
then-current Property standards, or upon a change in the persons occupying such
a Home (other than changes involving related parties), management may require
that the Home be upgraded to then-current Property standards, moved to another
Homesite designated by management or removed from the Property. If the new
owner or proposed occupant of the Home acquires the Home before any such
required upgrades are completed, such new owner or proposed occupant shall not
be given a Rental Agreement unless and until he, she or it completes the
required upgrades within six (6) months after the date upon which he, she or it
acquires the Home.
8. INITIAL ACQUISITION FINANCING. The terms of the initial acquisition
financing for the Property referred to in SECTION 5.1(A) of the Agreement
("Loan") shall be substantially as follows:
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Principal Amount: $5,900,000
Interest Rate: 7.5% per annum
Term: 10 years
Payments: $42,000 per month
Collateral: first mortgage lien on the Property, together with
an assignment of leases and rents, financing
statements and other customary documentation.
Non-Recourse: the Loan will be non-recourse to the Partnership,
subject to customary "carve-outs" for fraud,
intentional acts of the Partnership, etc.
Closing and
the Use of Proceeds: closing of the Loan shall occur as soon as
reasonably possible after the Closing; the proceeds
of the Loan shall be applied toward repayment of
the interim loan made to MPI by BRC's Affiliate to
finance MPI's acquisition of the Property.
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