Agenda 02/26/2013 Item #16D122/26/2013 16.D.12.
EXECUTIVE SUMMARY
Recommendation to approve a Resolution consenting to the transfer of an Affordable Housing
Multifamily Development known as Saddlebrook Village Apartments located on Davis Boulevard
and approving an Assignment and Assumption of the Affordable Housing Density Bonus
Agreement.
OBJECTIVE: To consider a Resolution authorizing and approving the assignment of the Affordable
Housing Density Bonus Agreement between the County and the original developer and a purchaser of the
Saddlebrook Village Apartment project.
CONSIDERATIONS:
Background:
In 1990, the Board of County Commissioners (BCC), pursuant to the Comprehensive Plan and its
authorizing statutes, enacted Ordinance 90 -89, entitled the Collier County Affordable Housing Density
Bonus Ordinance (the "Ordinance "). The purpose and intent of the Ordinance is to assist in providing
low, moderate and very low income housing through the use of density bonuses which allow an increase
in the number of residential dwelling units per acre allowed on property proposed for development,
thereby decreasing the per unit cost of land and development. The Ordinance establishes an Affordable
Housing Density Bonus Program that provides the process by which a developer may apply for a density
bonus and implements this program by requiring that an affordable housing density bonus shall only be
available to a developer through an affordable housing density bonus agreement between the developer
and the BCC.
In 1997, the BCC and CEI/Kensington, along with another entity, entered into an Affordable
Housing Density Bonus Agreement dated as of December 9, 1997 and recorded in the Official Records of
Collier County, Florida at Official Records Book 2374, Page 2544. The Density Bonus Agreement
applies to a 33.79 acre site legally described in the Density Bonus Agreement upon which was planned to
be constructed a multifamily housing project in two Phases, Phase I being a 140 -unit development known
as Saddlebrook Village (hereinafter the "Project "), with Phase II being the remainder of the property.
CEI/Kensington owned only the Phase I portion of the property. The Phase II portion was owned by
another entity, which eventually developed that part of the property into an affordable multifamily project
now known as Tuscan Isles. CEI/Kensington, as the original developer, constructed Saddlebrook Village,
with construction being substantially complete in 1999. The Project was financed by the issue of bonds
by the Housing Finance Authority of Collier County, which has a performance monitoring requirement
under a Land Use Restriction Agreement, which is similar to a Density Bonus Agreement in that it
contains low income rental requirements.
The Density Bonus Agreement requires that 80 % of the units be rented to persons or families
with income of 60% or less of Area Median Income (AMI) and 20% be rented to persons or families with
income of 50% or less of AMI. Because the Project at the same time received an allocation of low
income housing tax credits from the Florida Housing Finance Corporation ( "Florida Housing "), its
compliance with these rental limitations has been continually monitored by Florida Housing's monitoring
agent, First Housing Development Corporation. A check of Florida Housing and First Housing's records
shows the Project is in compliance with these standards.
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The original developer, as Seller, has contracted to sell the Project to Saddlebrook Apartments, LLC, as
Purchaser, a company wholly owned and controlled by Benjamin Mallah, a very experienced and
financially capable owner /operator of affordable housing projects in Florida. One of the terms of the
Density Bonus Agreement is that during the term of the agreement the developer may not assign,
delegate, or otherwise transfer all or part of its duties, obligations, or promises under the agreement to any
successor in interest to the property without the consent of the BCC. The purchaser is therefore requesting
the BCC to consent to the assignment of the Seller's rights and obligations under the Density Bonus
Agreement and the assumption of such rights and obligations by the Purchaser. The Purchaser is not
requesting any changes to the Density Bonus Agreement, and is assuming and intending to operate under
the Density Bonus Agreement as it was originally written.
Factors to consider in authorizing assignment of Density Bonus Agreement:
Neither the Density Bonus Agreement nor the Ordinance contains any standards with respect to the
criteria to be used in determining whether to approve an assignment of a Density Bonus Agreement.
However, the Housing Finance Authority, which issued the bonds as stated above, has a Land Use
Restriction Agreement (LURA) that, like the Density Bonus Agreement, prohibits assignment without the
Authority's consent. The LURA provides that the Authority shall consider the financial and managerial
capability of the proposed purchaser to operate the project in accordance with the provisions of the
LURA. In addition, Florida Housing, which has a low income tax credit agreement with the Seller, also
requires approval of an assignment. On February 13, 2013 the Housing Finance Authority held a meeting
to consider the request of the Purchaser to permit the assignment of the LURA. After considering
voluminous financial and operational experience data submitted by the Purchaser, the Authority voted
unanimously to approve the assignment, and directed its general counsel to work with the County to
obtain BCC approval as expeditiously as possible, in view of the condition of the Project and the need for
immediate rehabilitation, as discussed below. Florida Housing has also considered the Purchaser's ability,
has consented to the assignment, and is also requiring immediate cure of defects. A copy of the resolution
of the Authority approving the assignment is attached.
Condition of the Proiect and Need for Action:
Although the Project is in compliance with the low /very low income rental requirements of the Density
Bonus Agreement, its physical condition does not meet County standards, as evidenced by the Notices of
Violation issued by County Code Enforcement, nor does it meet the standards of the Authority's LURA
or the standards of the Florida Housing low income tax credit agreement, as evidenced by the
"Unsatisfactory" report issued by First Housing Development Corporation to Florida Housing. Copies of
these documents are the "Non- Compliance Issues" referred to in the Assignment and Assumption of
Density Bonus Agreement requested to be approved, and are attached as Exhibit C to that document. In
considering whether to permit assignment of the LURA, the Authority considered not only the
Purchaser's financial and operational capability, but took extensive testimony from Mr. Mallah and his
professionals regarding the conditions at the Project and their readiness and ability to take immediate
curative action. The Purchaser is aware of the conditions, and has committed substantial funds for both
the repair of the structural deficiencies, and a complete cosmetic overhaul of the Project. The Authority
included a provision in its agreement to permit the assignment of the LURA that the Non - Compliance
Issues be cured by April 25, 2013. First Housing will report to Florida Housing on the cure, and this will
in turn be communicated to the Authority. We are suggesting similar language be put in an agreement
permitting the assignment of the Density Bonus Agreement. Given the need for an expeditious transfer of
this project so that curative action may begin immediately, staff is recommending that this matter be
considered at the February 26, 2013 Board meeting. If continuing review indicates further compliance
issues need to be addressed, beyond the curative commitments currently being made, staff will
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recommend this item be continued to a future agenda. Otherwise, this matter should be decided as soon
as possible.
If the BCC determines to permit the assignment of the Density Bonus Agreement, it needs to adopt the
attached resolution, which authorizes the Chairwoman to execute the Assignment and Assumption
Agreement. The attached resolution also authorizes the Chairwoman to execute a Termination of Land
Use Restriction Agreement in substantially the same form as Exhibit D to the resolution in accordance
with the terms of the Density Bonus Agreement at such time as the new owner provides data to show the
Density Bonus Agreement has terminated in accordance with its terms. This is estimated to be in about
12 months.
FISCAL IMPACT: There is no cost to the County for this action. By its terms, the Purchaser is
responsible for all costs associated with this transaction. The Resolution and Assignment and Assumption
Agreement will be recorded at the Purchaser's expense. If any additional expenses are incurred by the
County in processing this transaction, they should be invoiced and forwarded to the Purchaser, for
payment at closing, which should take place two or three days after BCC approval, as this is the last
approval needed for closing.
LEGAL CONSIDERATIONS: In the absence of monitoring reports, documents from the Florida
Housing Finance Corporation, Program Report -Recap of Tenant Income Certification Information, may
be considered to determine project compliance. This item is legally sufficient for Board action, and
requires a majority vote for Board action. -JBW
GROWTH MANAGEMENT IMPACT: Rehabilitation of this Project is necessary for the continued
operation of a project that helps satisfy the Growth Management objective of providing affordable
housing. If the Project continues to deteriorate the County may have to step in and seek an order
prohibiting occupancy because of unsafe conditions. The Purchaser is capable, ready, and contractually
committed to immediately commence curing the defects.
RECOMMENDATION: That the Board approve and authorize the Chairwoman to sign the resolution
and Assignment and Assumption of Affordable Housing Density Bonus Agreement attached hereto.
Prepared By: Donald A. Pickworth, General Counsel, Housing Finance Authority of Collier County;
Reviewed and Accepted by Elly Soto McKuen, Operations Analyst and Kimberley Grant, Interim
Director; Housing, Human and Veteran Services
Attachments: 1. Proposed Resolution authorizing execution of Assignment and Assumption of
Affordable Housing Density Bonus Agreement
2. Proposed Assignment and Assumption of Affordable Housing Density Bonus
Agreement (with attachments including Non - Compliance Issues)
3. Housing Finance Authority of Collier County Resolution 2013 -01 determining
Purchaser has financial and managerial capability and authorizing the execution and
delivery of an Assignment and Assumption of Land Use Restriction Agreement
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COLLIER COUNTY
Board of County Commissioners
Item Number: 16.16.D.16.D.12.
Item Summary: Recommendation to approve a Resolution consenting to the transfer of
an Affordable Housing Multifamily Development known as Saddlebrook Village Apartments
located on Davis Boulevard and approving an Assignment and Assumption of the Affordable
Housing Density Bonus Agreement.
Meeting Date: 2/26/2013
Prepared By
Name: McKuenElly
Title: Grant Support Specialist, Housing, Human & Veteran
2/20/2013 1:14:45 PM
Approved By
Name: GrantKimberley
Title: Interim Director, HHVS
Date: 2/20/2013 2:50:21 PM
Name: AlonsoHailey
Title: Operations Analyst, Public Service Division
Date: 2/20/2013 3:05:22 PM
Name: WhiteJennifer
Title: Assistant County Attorney,County Attorney
Date: 2/20/2013 3:10:53 PM
Name: CarnellSteve
Title: Director - Purchasing /General Services,Purchasing
Date: 2/20/2013 3:53:33 PM
Name: StanleyTherese
Title: Management/Budget Analyst, Senior,Office of Manage
Date: 2/20/2013 4:24:54 PM
Name: KlatzkowJeff
Title: County Attorney
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Date: 2/20/2013 4:30:26 PM
Name: OchsLeo
Title: County Manager
Date: 2/20/2013 5:03:38 PM
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2/26/2013 16.D.12.
2/26/2013 16.D.12.
RESOLUTION NO. 2013-
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF
COLLIER COUNTY CONSENTING TO THE TRANSFER OF AN AFFORDABLE
HOUSING MULTIFAMILY DEVELOPMENT KNOWN AS SADDLEBROOK
VILLAGE APARTMENTS; CONSENTING TO THE ASSIGNMENT OF DUTIES
AND OBLIGATIONS AND THE ASSUMPTION OF THE DUTIES AND
OBLIGATIONS UNDER A CERTAIN AFFORDABLE HOUSING DENSITY
BONUS AGREEMENT DATED DECEMBER 9,1997; AUTHORIZING THE
FORM OF, EXECUTION BY THE CHAIRWOMAN AND DELIVERY OF AN
ASSIGNMENT AND ASSUMPTION OF AFFORDABLE HOUSING DENSITY
BONUS AGREEMENT RELATING TO SADDLEBROOK VILLAGE
APARTMENTS AND PROVIDING FOR CERTAIN DETAILS THEREOF;
AUTHORIZING THE CHAIRWOMAN OF THE BOARD TO EXECUTE THE
TERMINATION OF LAND USE AGREEMENT IN ACCORDANCE WITH THE
TERMS OF THE DENSITY BONUS AGREEMENT; AUTHORIZING THE
PROPER OFFICERS TO DO ALL THINGS NECESSARY OR ADVISABLE; AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS, the Board of County Commissioners of Collier County (the "Commission "),
pursuant to its authority under the Florida Local Government Comprehensive Planning Act and the
comprehensive plan adopted pursuant thereto has enacted Ordinance 90 -89, entitled the Collier oft
County Affordable Housing Density Bonus Ordinance (the "Ordinance "); and
WHEREAS, purpose and intent of the Ordinance is to assist in providing low, moderate and
very low income housing through the use of density bonuses which allow an increase in the number
of residential dwelling units per acre allowed on property proposed for development, thereby
decreasing the per unit cost of land and development; and
WHEREAS, the Ordinance establishes an Affordable Housing Density Bonus Program that
provides the process by which a developer may apply for a density bonus and implements this
program by requiring that an affordable housing density bonus shall only be available to a
developer through an affordable housing density bonus agreement between the developer and the
Commission; and
WHEREAS, the Commission and CEI/Kensington, a Florida limited partnership, by and
through its general partner, Colonial Equities Inc., and Outreach Housing Corporation, entered into
that certain agreement entitled "Agreement Authorizing Affordable Housing Density Bonus and
Imposing Covenants and Restrictions on Real Property" dated as of December 9, 1997 and recorded
in the Official Records of Collier County, Florida at Official Records Book 2374, Page 2544 (the
"Density Bonus Agreement "); and
WHEREAS, the Density Bonus Agreement applies to a 33.79 acre site legally described in
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the Density Bonus Agreement upon which was planned to be constructed a multifamily housing
project in two Phases, Phase I being a 140 -unit development known as Saddlebroolc Village
(hereinafter the "Project "), with Phase H being the remainder of the property, and not owned or
controlled by the Seller; and
WHEREAS, CEI/Kensington owned and was responsible for developing pursuant to the
Density Bonus Agreement only the Project, and not Phase II, and has in fact developed and
operated the Project; and
WHEREAS, the Density Bonus Agreement provides, inter alia, that during the term of the
agreement the developer may not assign, delegate, or otherwise transfer all or part of its duties,
obligations, or promises under the Density Bonus Agreement to any successor in interest to the
property without the express written consent of the Commission; and
WHEREAS, CEI/Kensington, as Seller, and Saddlebrook Apartments LLC, as Purchaser
have entered into a contract under which Purchaser is to acquire the ownership of the Project from
the Seller; and
WHEREAS, pursuant to the requirements of the Density Bonus Agreement, the Purchaser
has requested the Commission to consent to the transfer of the Project from Seller to Purchaser and
to the assignment of the Seller's rights and obligations under the Density Bonus Agreement and the
assumption of such rights and obligations by the Purchaser; and
WHEREAS, the Commission has considered the determinations of the Housing Finance
Authority of Collier County, a body corporate and politic created by the Commission by Ordinance
80 -66 enacted July 29, 1980, to the effect that the Purchaser, as defined herein, has the requisite
financial and managerial capability to carry out its obligations as the proposed transferee; and
WHEREAS, the Commission intends, by the adoption of this resolution, to signify its
consent to the transfer of the Project to the Purchaser, and its consent to the assignment and
assumption of the duties and obligations of the Density Bonus Agreement to the Purchaser
pursuant to the Assignment and Assumption of Density Bonus Agreement referred to herein.
NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY
COMMISSIONERS OF COLLIER COUNTY, FLORIDA THAT;
Section 1. Consent to Transfer of Project. The Commission hereby consents to the
transfer of the Project to Saddlebroolc Apartments LLC effective upon the Closing Date, and subject
to the Agreement (as defined herein) and this Resolution. As used in this Resolution, the term
"Closing Date" shall mean the date the Project is conveyed by Borrower to Purchaser by deed or
other appropriate instrument. Closing Date is currently expected to be February 29, 2013.
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Section 2. Authorization and Approval of Assignment and Assumption of Density
Bonus Agreement. The form and content of the Assignment and Assumption Of Affordable
Housing Density Bonus Agreement (the "Agreement ") presented at this meeting and attached
hereto as Exhibit "A" is hereby authorized and approved by the Commission. The Chairwoman of
the Commission is hereby authorized to execute the Agreement and attest thereto, in substantially
the form set forth in Exhibit A hereto, together with such changes, modifications and deletions as
they, with the advice of Commission's Counsel, may deem necessary and appropriate. Such
execution and delivery shall be conclusive evidence of the approval and authorization thereof by
the Commission.
Section 3. Delivery. of Agreement. Commission's Counsel shall deliver the
Agreement upon the satisfaction of the condition that payment has been made of all fees and
expenses of the Commission and its professionals, or that any fees or expenses due the County
under the Density Bonus Agreement have been paid.
Section 4. Further Actions and Ratifications of Prior Actions. The officers, agents and
employees of the Commission are hereby authorized and directed to do all acts and things required
of them by the provisions of the Agreement and this Resolution. All actions heretofore undertaken
by the officers, agents and employees of the Commission with respect to the provisions of the
Agreement are hereby ratified and approved. Without limiting the generality of the foregoing, the
Chairwoman is authorized to execute a Termination of Land Use Restriction Agreement
( "Termination Document ") in substantially the form attached as Exhibit D to the Agreement upon
receipt from Purchaser of an executed Termination Document at such time as the Density Bonus
Agreement has terminated in accordance with the terms thereof.
Section 5. Effective Date. This Resolution shall take effect immediately upon its
passage.
This Resolution adopted this 26th day of February, 2013 after motion, second, and majority
vote in favor of passage.
ATTEST: DWIGHT E. BROCK, CLERK
By:
Deputy Clerk
Approval as to form and legal
Sufficiency:
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
M
Georgia A. Hiller, Esq.
Chairwoman
By:
Jennifer t. White, Asst. County Attorney
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EXHIBIT "A" TO COUNTY RESOLUTION
FORM OF
ASSIGNMENT AND ASSUMPTION AGREEMENT
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THIS INSTRUMENT PREPARED
BY AND RETURN TO:
Donald A. Pickworth, Esq.
5100 Tamiatni Trl N
Suite 103
Naples, Florida 34103
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SPACE ABOVE THIS LINE RESERVED FOR
RECORDER'S USE
ASSIGNMENT AND ASSUMPTION OF
AFFORDABLE HOUSING DENSITY BONUS AGREEMENT
(Saddlebrook Village Apartments)
THIS ASSIGNMENT AND ASSUMPTION OF AFFORDABLE HOUSING
DENSITY BONUS AGREEMENT (this "Agreement ") is dated as of 2013 (the
"Effective Date" as defined herein), by and between Saddlebrook Apartments LLC, a Florida
limited liability company (the "Purchaser "), CEI/Kensington, a Florida limited partnership (the
"Seller "),and the Collier County Board of County Commissioners, as the governing body of
Collier County, Florida, a political subdivision of the State of Florida (the "Commission ").
WITNESSETH:
WHEREAS, the Commission, pursuant to its authority under Section 163.3161 Fla.
Stat., et, se_c .. (the Florida Local Government Comprehensive Planning and Land Development
Regulation Act) has enacted Ordinance 90 -089, entitled the Collier County Affordable Rousing
Density Bonus Ordinance (the "Ordinance "); and
WHEREAS, purpose and intent of the Ordinance is to assist in providing low, moderate
and very low income housing through the use of density bonuses which allow an increase in the
number of residential dwelling units per acre allowed on property proposed for development,
thereby decreasing the per unit cost of land and development; and
WHEREAS, the Ordinance establishes an Affordable Housing Density Bonus Program
that provides the process by which a developer may apply for a density bonus and implements
this program by requiring that an affordable housing density bonus shall only be available to a
developer through an affordable housing density bonus agreement between the developer and the
Commission; and
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WHEREAS, the Commission and CEI/Kensington, a Florida limited partnership, by and
through its general partner, Colonial Equities Inc., and Outreach Housing Corporation, entered
into that certain agreement entitled "Agreement Authorizing Affordable Housing Density Bonus
and Imposing Covenants and Restrictions on Real Property" dated as of December 9, 1997 and
recorded in the Official Records of Collier County, Florida at Official Records Book 2374, Page
2544 (the Affordable Housing Density Bonus Agreement, and hereafter, the "DBA "); and
WHEREAS, the DBA applies to a 33.79 acre site legally described in the DBA upon
which was planned to be constructed a multifamily housing project in two Phases, Phase I being
a 140 -unit development known as Saddlebrook Village (hereinafter the "Project"), with Phase II
being the remainder of the property, and not owned or controlled by the Seller; and
WHEREAS, CEI/Kensington owned and was responsible for developing pursuant to the
DBA only the Project, and not Phase II, and has in fact developed and operated the Project; and
WHEREAS, the DBA provides, inter alia, that during the term of the agreement the
developer may not assign, delegate, or otherwise transfer all or part of its duties, obligations, or
promises under [the DBA] to any successor in interest to the property without the express written
consent of the Commission; and
WHEREAS, the Purchaser and the Seller have entered into that certain Real Estate
Purchase and Sale Agreement with Escrow Instructions dated as of February _, 2013 (the
"Purchase and Sale Agreement "), pursuant to which the Purchaser is to acquire the ownership of
the Project from the Seller; and
WHEREAS, pursuant to the requirements of the DBA, the Purchaser has requested the
Commission to consent to the assignment of the Seller's rights and obligations under the DBA
and the assumption of such rights and obligations by the Purchaser; and
WHEREAS, the Commission has adopted a resolution consenting to the assignment and
assumption so requested and authorizing the execution and delivery of this Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants, promises and
agreements set forth herein, the receipt and sufficiency of which the parties hereby acknowledge,
the Purchaser and the Commission agree as follows:
Section 1. Definitions. All capitalized terms used in this Agreement and not otherwise
defined herein shall have the same meanings as set forth in the DBA, unless the context clearly
requires otherwise.
Section 2. Applicability only to the Seller and Project. This Agreement applies only to
the Seller as defined herein, and only to that portion of the Property as defined in the BDA upon
which the Project has been constructed. That portion of the Property to which this Agreement is
applicable is described in Exhibit A attached hereto.
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Section 3. Assignment of Affordable Housing Density Bonus Agreement. The Seller
assigns to the Purchaser all of the Seller's right, title and interest in and to the DBA including,
without limitation, all of the benefits, duties and obligations of the Seller under the DBA (arising or
accruing after the Effective Date), which assignment shall be effective as of the Effective Date.
From and after the Effective Date, Seller shall have no liabilities or other obligations under the
DBA.
Section 4. Assumption of Obligations under Affordable Housing Density Bonus
Agreement. From and after the Effective Date, the Purchaser hereby covenants and agrees as
follows: (a) to pay and perform all obligations and liabilities, accruing from and after the Effective
Date, as and when due under, and in accordance with the terms of, the DBA, whether now or
hereafter existing, fixed or contingent; and (b) to be bound by and comply with all covenants,
agreements, conditions, restrictions and limitations now or hereafter made by or applicable to the
owner of the Project, pursuant to the DBA, and including the representations and warranties set
forth in the DBA, accruing from and after the Effective Date, including, without limitation, the
restrictions concerning the operation of the Project and the leasing of apartment units therein. The
Purchaser hereby assumes from and after the Effective Date, all liabilities and other obligations of
the Seller under, and agrees to comply with and be bound by all the covenants, agreements,
conditions, representations, warranties, restrictions and limitations contained in, the DBA.
Section 5. No Release of Seller. The Seller is not released from, and will remain fully
liable for the payment of all sums, if any, and the performance of all obligations, arising prior to the
Effective Date, under and in accordance with the terms of the DBA. Nothing contained in this
Agreement or otherwise will prevent the Commission from pursuing concurrently or successively
all rights and remedies available to it pursuant to the DBA or at law or in equity and against any
persons, firms or entities whatsoever, and the exercise of any of its rights or the completion of any
of its remedies will not constitute a discharge of any obligation of the Seller, with respect to
obligations arising prior to the Effective Date, or Purchaser, with respect to obligations arising on
and after the Effective Date, under the DBA or this Agreement. Provided however, the Seller shall
be released from its obligation to cure the Non - Compliance Issues as defined herein.
Section 6 Representations and Warranties of Seller. The Seller hereby represents and
warrants to the Commission as follows:
(a) The Seller (i) is a limited partnership duly organized, validly existing and in
good standing under the laws of the State of Florida, and (ii) has all requisite power and
authority to enter into this Agreement and perform its obligations hereunder.
(b) To the best of Seller's knowledge, there have been no amendments,
supplements or modifications to the DBA or to any other instruments or agreements to
wl-ich the Seller is a party or by which it is bound and which relate to the DBA.
(c) The DBA is in full force and effect, and no material breaches, defaults or
defenses have been asserted in writing to Seller, or to the best of Seller's knowledge are in
existence under the DBA by any of the parties thereto (including the Seller) and, to the best
of Seller's knowledge, no facts or circumstances exist which, with the giving of notice or the
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passage of time, or both, would constitute a material breach or violation of, or default under,
the DBA by the Seller or any other party thereto. Notwithstanding the representations and
warranties made by the Seller pursuant to this Section 6(c), Seller has received notice of the
deficiencies and non - compliance issues set forth in (1) that certain January 25, 2013 letter
from Bridget Tracy of First Housing and accompanying 2012 Annual Management Review,
and (2) that certain Collier County Code enforcement Notice of Violation date stamped
January 2, 2013, copies of which is attached as Exhibit "C" hereto (collectively, the "Non -
Compliance Issues ").
(d) To Seller's knowledge, and other than with regard to the Non - Compliance
Issues, (i) Seller has complied with and fulfilled. all of the requirements of and has satisfied
all conditions under the DBA, or has provided certifications and other documentation that
demonstrates the same, in connection with the transactions described in this Agreement and
all of the conditions precedent thereto as described in the DBA, and (ii) Seller has not
received any invoice or statement that there are any fees and other amounts payable to the
Commission under the DBA which are currently due and payable or which have accrued but
are unpaid.
(e) The execution and delivery by the Seller of this Agreement, and the
compliance by the Seller with all of the provisions hereof and of the DBA (i) are within the
power of the Seller, (ii) will not conflict with or result in any breach of any of the provisions
of, or constitute a default under, or result in the creation of any lien, charge or encumbrance
upon any property of the Seller under the provisions of, Seller's partnership agreement or
any other agreement or instrument to which the Seller is a party or by which it may be
bound, or any license, judgment, decree, law, statute, order, rule or regulation of any court
or governmental agency or body having jurisdiction over the Seller or any of its activities or
properties, and (iii) have been duly authorized in accordance with the organizational
documents of Seller.
Section 7. Representations and Warranties of the Purchaser. The Purchaser
hereby represents and warrants, as of the date hereof, to the Seller and the Commission as
follows:
(a) The DBA has been reviewed by the Purchaser and its counsel. The
Purchaser is knowledgeable about the Project and has made an independent investigation of
all facts and circumstances deemed relevant to it in connection with the acquisition of the
Project and has reviewed and is familiar with all of the terms, provisions and conditions of
the DBA and all of the obligations thereunder which have been assumed in their entirety by
the Purchaser under this Agreement.
(b) The Purchaser has obtained all consents, authorizations and approvals from
all governmental agencies and other authorities necessary for its acquisition of the Project.
The Commission approved the transfer of the Project to the Purchaser, subject to this
Agreement, at the Commission's meeting of February 26, 2013.
(c) The Purchaser represents to the Commission that:
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(i) it has all requisite power and authority and all necessary licenses and
permits to own and operate its properties and to carry on its business as now
conducted, including, without limitation, its acting as owner of the Project;
(ii) it has full power, authority and legal right to enter into, execute and
deliver this Agreement and to assume and perform the obligations under the DBA,
and to engage in the transactions contemplated thereby;
(iii) it has the creditworthiness and the management ability to operate the
Project in the manner contemplated by the DBA;
(iv) the correct legal name of the Purchaser is Saddlebrook Apartments
LLC, a Florida limited liability company, and it has been properly organized under
the laws of the State of Florida and is in good standing in such state as of the date
hereof, and is legally authorized to do business in Florida.
Section 8. Representations and Warranties of the Commission. The Commission
hereby represents and warrants, as of the date hereof, as follows:
(a) A copy of the DBA is attached hereto as Exhibit B. The DBA has not to the
best knowledge of the Commission, without inquiry, been altered, supplemented, assigned,
modified or amended in any respect.
(b) The Commission has received all amounts payable to it under the DBA and,
to the knowledge of the Commission without inquiry, the Seller is neither in default under or
in breach or violation of any other covenant or condition under the DBA except with respect
to the Non- Compliance Issues, to the extent applicable under the DBA. The Commission
has neither given nor received, to its knowledge without inquiry, notice of any default under
the DBA.
Section 9. Additional Covenants. Purchaser additionally covenants with the
Commission as follows:
(a) The Purchaser hereby agrees to pay all fees, costs and expenses incurred
by the Commission (including, but not limited to, reasonable attorneys' fees) in
connection with the preparation and/or review and delivery of this Agreement and any
other documents executed simultaneously herewith.
(b) Purchaser additionally covenants with the Commission as follows:
(i) it acknowledges that it has acquired the Project subject to the
restrictions and limitations of the BDA. The Purchaser further agrees and
acknowledges that any subsequent transfer of the Project, or interests in the Project,
prior to the expiration of the Term of Agreement per Section 14 of the BDA, must
be approved by the Commission pursuant to Section 6 of the BDA.
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(ii) Purchaser acknowledges that it will, as part of the acquisition of the
Project, (a) enter into an Assignment and Assumption of and Second Amendment to
Extended Low- Income Housing Agreement among Seller, Purchaser, and Florida
Housing Finance Corporation (the "Florida Housing Agreement ")) which provides,
among other things, for the monitoring of Purchaser's compliance under the terms of
the Florida Housing Agreement and (b) an Assignment and Assumption of Land use
Restriction Agreement among Seller, Purchaser, and the Housing Finance Authority
of Collier County. Purchaser shall, promptly upon receipt, provide Commission
with a copy of any and all reports, reviews, or any other written communications it
receives fiom Florida Housing or First Housing as Compliance Agent under the
Florida Housing Agreement. In addition, Purchaser shall provide Commission with
copies of any notices of violation, or any other documents in connection with any
Collier County code enforcement proceedings.
(iii) it agrees to notify the Commission sixty (60) days prior to any
change in the legal name, address, organization or structure of the registered entity
constituting the Purchaser.
(iv) Notwithstanding anything in this Agreement to the contrary,
Purchaser acknowledges (i) the existence of the Non - Compliance Issues as defined
in Section 6(c) hereof and (ii) Purchaser's receipt of notice of such Non- Compliance
Issues and agrees that it assumes all obligations, duties, responsibilities, and
liabilities for such Non - Compliance Issues and for the curing of such Non -
Compliance Issues to the satisfaction of Florida Housing and First Housing
Development Corporation on or before April 25, 2013. Purchaser shall provide
Commission with written evidence to demonstrate that it has cured the Non -
Compliance Issues.
Section 10. Assumption of Fees, Costs, Etc. The Purchaser acknowledges that for the
time period from and after the Effective Date, the Purchaser will be responsible for the payment of
all fees, costs and payments, it any, due in accordance with the BDA and assumed thereunder and
first arising during such time period
Section 11. Authorization by the Commission. Based upon the representations,
warranties and agreements set forth herein, and in material reliance thereon by the Commission, the
Commission has authorized the execution of this Agreement and hereby consents to the transfer of
the Project to the Purchaser. By executing this Agreement, the Commission acknowledges that all
conditions necessary for the approval of the transfer have been satisfied.
Section 12. Authority. The signatories to this Agreement represent that they have the
requisite capacity and Authority to execute this Agreement and to assume the obligations referenced
herein.
to:
Section 13. Notices. Any notices regarding this Agreement or the BDA will be provided
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Seller: CEI/ICensing-ton Limited
c/o Cascade Saddlebrook LLC
5055 Keller Springs Road, #400
Addison, Texas 75001
Attention: Ted Broadfoot
And with a copy to: Riemer & Braunstein LLP
3 Center Plaza
Boston, Massachusetts 02108
Attention: Douglas K. Clarke
and
Lehman Tax Credit Advisor Inc.
c/o Lehman Brothers Holdings Inc.
1271 Avenue of the Americas
39th Floor
New York, New York 10020
Attention: Joelle Halperin
To Purchaser: Saddlebrook Apartments LLC
625 Court Street
Clearwater, Florida 33756
Attn: Thomas C. Nash, II, Esquire
With a copy to: Macfarlane Ferguson & McMullen
625 Court Street
Clearwater, Florida 33756
Attention: Thomas C. Nash II, Esquire
To Escrow Agent: First American Title Insurance Company
c/o Christopher Lachance
7360 Bryan Dairy Road
Suite 200
Largo, Florida 33777
Fax: (727) 549 -3422
To Commission: Board of County Commissioners of Collier County, Florida
3299 Tamiami Trail East
Naples, Florida 34112
Attention: Chairman
With copy to Collier County Attorney's Office
3299 Tamiami Trail East, Suite 800
Naples, Florida 34112
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Attn: Jennifer White, Esquire
Section 14. Miscellaneous. This Agreement will be construed in accordance with
Florida law and will be recorded at Purchaser's expense in Collier County, Florida.
Section 15. Effective Date. This Agreement shall become effective upon the recording of
a Special Warranty Deed conveying the Project to the Purchaser (the "Effective Date ").
Section 16 Termination, Upon termination of the BDA, the Purchaser and the
Commission will execute and record a Termination of Affordable Housing Density Bonus
Agreement in substantially the form attached hereto as Exhibit D.
Section 17 Successors and Assigns. This Agreement shall be binding upon, and shall
inure to the benefit of, the parties hereto and their respective successors and permitted assigns.
Section 18. Counterparts. This Agreement may be executed in counterparts, and all
counterparts together shall be construed as one document.
Section 19. Governing Law. This Agreement shall be governed by the laws of the State
of Florida, without regard to principles of conflicts of law.
Section 20. Incorporation of Recitals. The recitals set forth herein are true and correct
and are incorporated herein.
Section 21. Severability. If any covenant, condition, term, or provision contained in this
Agreement is held to be invalid by final judgment of any court of competent jurisdiction, the
invalidity of such covenant, condition, term, or provision shall not in any way affect any other
covenant, condition, term, or provision contained in this Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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COUNTERPART SIGNATURE PAGE FOR
ASSIGNMENT AND ASSUMPTION OF AFFORDABLE HOUSING DENSITY BONUS
AGREEMENT
(Saddlehrook Apartments Project)
IN WITNESS WHEREOF, the Commission, the Seller and the Purchaser have executed this
Assignment and Assumption of Affordable Housing Density Bonus Agreement as of the Effective Date.
ATTEST: BOARD OF COUNTY COMMISSIONERS OF
DWIGHT E. BROCK, CLERIC COLLIER COUNTY, FLORIDA
By:
Deputy Clerk
Approval for Form and Legal Sufficiency:
BY:
Jennifer B. White
Assistant County Attorney V)
Z
GEORGIA A. HILLER, ESQ.
CHAIRWOMAN
S -1
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COUNTERPART SIGNATURE PAGE FOR
ASSIGNMENT AND ASSUMPTION OF AFFORDABLE HOUSING DENSITY BONUS
AGREEMENT
(Saddlebrook Apartments Project)
Seller
CEUKensington, a Florida limited partnership
By: Cascade Saddlebrook LLC., a Washington
limited liability company, its general partner
By:
Name:
Title:
Witnesses:
Printed Name:
Printed Name:
STATE OF _
COUNTY OF
The foregoing instrument was executed and acknowledged before me this — day of ,
2013, by , as of , the , who executed the
foregoing instrument and acknowledged to me that he did such on behalf of the
IN WITNESS WI-IEREOF, I have hereunto set my hand and affixed my seal the day and year in
this instrument first above written.
Personally Known
OR
Produced Identification _
Type of Identification
Produced:
NOTARY PUBLIC — State of
Print, Type or Stamp Commissioned
Name of Notary Public
My Commission Expires:
S -2
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COUNTERPART SIGNATURE PAGE FOR
ASSIGNMENT AND ASSUMPTION OF AFFORDABLE HOUSING DENSITY BONUS
AGREEMENT
( Saddlebrook Apartments Project)
Saddlebrook Apartments LLC, a Florida limited liability
company
By:
Name:
Title:
Witnesses:
Printed Name:
Printed Name:
STATE OF _
COUNTY OF
The foregoing instrument was executed and acknowledged before me this _ day of
2013, by , as of , the who executed the
foregoing instrument and acknowledged to me that he did such on behalf of the
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal the day and year in
this instrument first above written.
NOTARY PUBLIC — State of
Personally Known
OR Print, Type or Stamp Commissioned
Produced Identification — Name of Notary Public
Type of Identification
Produced:
My Commission Expires:
S -3
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EXHIBIT A
LEGAL DESCRIPTION OF PROJECT
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EXHIBIT B
RECORDED COPY OF AFFORDABLE HOUSING DENSITY BONUS AGREEMENT
cim
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2262326 OR; 2374 PG. 2344 X113
Im" t'IT1,1 HCDIDID i6 the 0111CIA "C01111 Of =111 WIM, 11 RISC 110
i'1C1 of 11/14117 it 01;172N DI11i14 1. iltM, Cif![
AGRBPMFNT AUTHORI2IN . AFFORDABLE HOUSING
DENSITY BONUS AND IMPOSiN : CQYENANTS AND
RESTRICTIONS ON REAL PROPERTY
THIS AGREEMENT is made as of the ( � day of 1997, by and
between CEI/Kensington, Ltd., a Florida Limited Partnership, and Colonial Equities, Inc. and
Outreach Housing Corporation and the Collier County Board of County Commissioners (the
"Commission ").
RECITALS:
A. The Developer is the Owner or contact purchaser of a tract of real property
described as (complete legal description) the West %, of the Southeast �/4 of Section 34, Township
49 South, Range 26 East, Collier County, Florida lying South of 1 -75, less and except the
following: the South 50 feet for Radio Road right -of -K ay .md the East 726.00 feet of the West Yj
of the Southeast '1. of said Section 34 (The "Property ":. The legal and equitable owners include
James R. , 'Trustee. It is the Developer's intent to coustruct a maximum of four hundred thirty -
eight (438) residential units (the "Units.n_at- a-density nfthirteen (13) units per gross acre on the
C(LR C �~
Property. The gross acreage of f$yYtty't:a3 The number of affordable Units
constructed by Developers 11 two hundred two (202), rcp smiting forty -six percent (46 %)
of the total number of resi enti 1 Units t v opment.
Z
B. In order to co s t e ni s, It r ts o in a density bonus from the
Commission for the Prop . vide trr 17 Co a Affordable Housing Density
Bonus Ordinance No, 90.8v ich density bonus�t� it �bry ranted by the Commission in
' V
}- accordance with the stri ct 3im t o r said Ordinance
t? w z C. The Commission is vJr{ii t� t t ►�li sit), bonus to the Developer authorizing
the construction of two hundred and two (202) bonus Units on the Pmpery, if the Developer
agrees to construct affordable Units as specified in thk Agreement and the Developer covenants
and agrees to use the affordable units only as rental property,
NOW, THEREFORE, in consideration of the alrproval and granting of the density bonus
of six (6) units per acre requested by the Developer unit the benefits conferred thereby on the
Property, and for other good and valuable consideration, the receipt and sufficiency of which art
hereby acknowledged, the Developer and the Commission hereby covenant and agree as follows:
1. Recitals. The above recitals are true at,d correct and are incorporated herein by
reference.
2. Developer Agreements. The Developer hereby agrees that it shall construct two
hundred and two (202) affordable Units which Units soul) be rented in accordance with the tcmis
and conditions of this Agmement and as specified by the attached Appendix A, Exhibit A and
Exhibit B, which Appendix is incorporated by reference herein and constitutes a part of this
Agreement. Units at the Property which are not an affordable Unit ( "Market -Rate Units "y shall
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be exempt from the provisions of this Agreement and may he leased or rented by the Developer
on terms and conditions acceptable to the Developer in its vole discretion. Within forty -five (451
days from the date that notice is received from the Commission, the Developer shall provide
on -site management to assure appropriate security, maintenance and appearance of the
development and the dwelling Units.
a. The following provisions shall be applicable to the affordable Units:
(1) Definitions. Any and all definitions provided by Ordinance No.
90 -89, as amended, are hereby incorporated by reference.
Phtsing shall mean (a) the phased construction of buildings or structures
in separate and distinct stages as shown on a PUD mrister plan, subdivision master plan or site
development plan; or (b) in developments where phased construction is not depicted on a PUD
master plan, subdivision master plan or site development plan, the construction of buildings or
structures in a clearly defined series of starts and finishes that are separate and distinct within the
development. /
�,tt Tt Co
(2) �'3` nC'tTe�montl �t+� nt for the affordable Units shall be
in accordance with the rents/sp
gfied tt> xhe attached ikpp dix , Exhibit A. The monthly rent
= 5
may be increased each ye r fr�
dat( jufrilt�s A r :menttt s to g as the rent does not exceed
A one - twelfth (1112) of 3 pe #t o adtnttt a Ypr stn s 50 percent (for very low
income), and 60 percent for ow tncomejof the eti a p tc edian adjusted gross annual
income for the household ished annually by/If a artmont of Housing and Urban
Development for the area de the Naples Me an Statistical Area (MSA)• The
foregoing notwithstanding, any ren[4&edJ'QZatt ordable housing unit rented to a low
income or very low income family shall not exce d 90 percent of the rent charged for a
comparable market rate dwelling in the same or similar development.
(3) Median Income. For tho purposes of this Agreement, the median
income of the area as defined by the U.S. Department of Housing and Urban Development
(HUD) shall be the then current median income fol the Naples Metropolitan Statistical Area,
established periodically by HUD and published in the Federal Register, as adjusted for family
size as shown on the tables attached hereto as Appet;dix A, Exhibit C, which Exhibit shall be
adjusted from time to time in accordance with any i4jusiments that are authorized by HUD or
any successor agency. In the event that HUD coasts to publish an established median income as
aforesaid, the parties hereto shall mutually agree to smother reasonable and comparable method
of computing adjustments in median income.
(4) Eligibility and Qualification of Tenant. Family income eligibility
is a three -step process: 1) submittal of an application by a prospective tenant; 2) verification of
family income; and 3) execution of an income certification form. All three steps shall be
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accomplished prior to a tenant being qualified as an eligible family to rem and occupy an
affordable housing unit pursuant to the affordable horsing density bonus program. No person
shall occupy an affordable housing unit provided under the affordable housing density bonus
program prior to being qualified at the appropriate levtI of income (low or very low income) in
accordance with this Section,
The Developer shall be responsible for qualifying tenants by accepting applications from
tenants, verifying income and obtaining income certification for all affordable units in the subject
development. All applications, forms and other documentation required by this Agreement shall
be provided to the Housing and Urban Improvement Virector. Qualification by the Developer of
any tenant as an eligible tenant family shall be subject to review and approval in accordance with
the monitoring and enforcement program created and adopted by Resolution of the Commission.
(a) Application. A potomdal tenant shall apply to the developer,
owner, manager, or agent to qualify as a low or very tow income family for the purpose of
renting and occupying an affordable; h9_q;;' ;t- 7eetda). unit pursuant to the affordable housing
density bonus ro ram. The r A Irti t irir t ffordable Housing Unit shall be
tY P g �Y 8
provided by the Housing an Uro"proyement Dwector"as sh wn in Appendix B, Exhibit A,
attached to this Agreement
c4ti! Xvin t nification. No affordable
housing Unit in the dcvel end n i }rall a rented 0 e to ose household income has not
been verified and certified T- ordance with this r e tit and Ordinance No. 90-39, as
amended, as a low or very low n fly, Tenan i a�m verification and certification shall
be repeated annually to ass ttn conti nod :?bi'
(c) Income Verification, The Developer shall obtain written
verification from the potential occupant (including the entire household) to verify all regular
sources of income (including the entire household). The most recent year's federal income tax
retm for the potential occupants (including the entire household) may be used for the purpose of
income verification, if attached to the Affordable Housing Applicant Income Verification fonn,
which includes a statement to release information, tenant verification of the return, and a
signature block with the date of application. The vcrifrcation shall be valid for up to ninety (90)
days prior to occupancy. Upon expiration of the 90 day period, the information may be verbally
updated from the original sources for an additional 'i0 days, provided it has been documented by
the person preparing the original verification. After this time, a new verification fomr must be
completed. The Affordable Housing Applicant Income Verification form shall be provided by
the Housing and Urban Improvement Director as shown in Appendix B, Exhibit B, attached to
this Agreement and incorporated by reference herein.
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(d) income Certification. Upon receipt of the Preliminary
Application for Affordable Housing Unit and Affordable Housing Applicant Income Verification
form, the Developer shall require that an income cenitcation form shall be executed by the
potential tenant (including the entire household) prior to rental and occupancy of the affordable
housing unit by the tenant, Income certification shall absum that the potential occupant has a low
or very low household income which qualifies the potential occupant as an eligible family to refit
and occupy an affordable housing unit under the affordable housing density bonus program. The
Affordable Housing Applicant Income Certification form shall be provided by the Housing and
Urban Improvement Director as shown in Appendix 3, Exhibit C, attached to this Agreement
and incorporated by reference herein.
(c) Rental Agreement. At a minimum, the rental agreement
shall Include the following;
(I) name, address, and telephone number of the head of household and all other
occupants;
(ii) a description of the unit to.be- rented --
(iii) the term of the lease U,V RHO U`
(iv) the rental amour ,�j'
(v) the use of the F cises;
(vi) monitoring a d end'6 4- emetlproYisjor� inclu ing isqualiEication of tenant; and
(vii) the rights ar)d s
Random inspectio' toq��'ileis�. kQa t irtg` ir•;d c c m Etta} lion to verify occupancy in
accordanco with this Agree sett and Ordivanco No, 69, us ided; may be conducted by the
Housing and Urban Improve (iT 'rector. r ij
(5) Djiil filliijbr�prl of 6rtt't) the event that tenant qualification is
not subsequently confirmed by the Housing ban o Improvement Director or his designee,
then such tenant shall be required to vacate the n.ffordable unit. If tenant vacation of the
affordable unit is the result of an error, omission or n risrepresentit6on made by Developer, tenant
shall vacate the affordable unit within thirty (30) lays and Developer shall pay penalties as
provided by the monitoring and enforcement program. If tenant vacation of the affordable unit is
the result of a misrepresentation made by the tenant, tenant shall vacate the affordable unit within
15 days and shall pay penalties as provided by the monitoring and enforcement program. Such
eventuality shall be expressly detailed in the lease agreement between Developer and tenant,
(6) Annual Progress and Monitoring Report. The Developer shall
provide the Housing and Urban Improvement Director an annual progress and monitoring report
regarding the delivery of affordable housing rt ntal units throughout the period of their
construction, rental and occupancy. The annual progress and monitoring report shall, at a
minimum, provide any information reasonably retuired to insure compliance with Ordinance
No. 90 -89 or subsequent amendments thereto. The report shall be filed on or before September
a
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30 of each year and the report shall be submitted by the Developer to the Housing and Urban
Improvement Director. Failure to complete and submit the monitoring report to the Housing and
Urban Improvement Director within sixty (60) days front the due date shall result in a penalty of
up to fifty dollars (S50.00) per day unless a written cx►ension not to exceed thirty (30) days is
requested prior to expiration of the sixty (60) day submission deadline. No more than one such
extension may be granted in a single year. The progres:. and monitoring report shall be in a form
provided by the Housing and Urban improvement Director.
(7) Occupancy Restrictions. No Affordable i Init in any building or structure on the
Property shall be occup�ed by the Developer, any person related to or affiliated with the
Developer, or by a resident manager.
3. Density Bonus. The Commission hereby acknowledges that the Developer has
met all required conditions to qualify for a density bonus, in addition to the base residential
density of seven (7) units per acre, and is therefore granted a density bonus of six (6) density
bonus units per acre, for a total (total =--density--bery is units per acre X gross acreage) of 202
density bonus units, pursuant 1 v(li County A hf�s�i easing Density Bonus Ordinance J
No. 90.89. The Commissi fuyt'ter_.ames that the Dev ope may construct thereon, in the
.a
aggregate a maximum nu ber of 4 8 ' o the 1' o ert ro3Wed the Developer is able to
/ ry
secure building permit(s) 0 9C tier C un y, "r
CID
4. Commissio i A reement`ISunng 9 to of t4 Agreement, the Commission
acting through the Housing tj rban Improveme P c ")fS or its successor(s) covenants
j \\ ble to the rte c et any general information that it
and agrees to prepare and m _ __
1'1� .(
possesses regarding income limitatio s-eh st 'ltdn's which are applicable to the affordable
Unit.
5. Violations and Enforcement
a. Violations. It shalt be a violation of this Agreement and the Collier
County Affordable Housing Density Bonus Ordinan,�e to rent, sell or occupy, or attempt to rent,
sell or occupy, an affordable housing rental unit provided tinder the affordable housing density
bonus program except as specifically permitted by file terms of this Agreement; or to knowingly
give false or misleading information with respect to any information required or requested by the
Housing and Urban Improvement Director or by any other persons pursuant to the authority
which is delegated to them by the Ordinance.
Collier County or its designee shall have full power to enforce the terms of this
Agreement. The method of enforcement for a breach or violation of this Agreement shall be at
the option of the Commission by criminal enforcement pursuant to the provisions of Section
125.69, Florida Statutes, or by civil enforcement as allowed by law,
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b. Notice of Violation for Code Enforcement Board Proceedings. Whenever
it is determined that there is a violation of this Agreement that should be enforced before the
Code Enforcement Board, then a Notice of Violation sh.tll be issued and sent by the Housing and
Urban Improvement Director by certified return- receipi requested U.S. Mail, or hand - delivery 1t)
the person or developer in violation of the Ordinance. The Notice of Violation shut) be in
writing, shall be signed and dated by the Housing anti )Urban Improvement Director or such
other County personnel as may be authorized by the Board of County Commissioners, shall
specify the violation or violations, shall state that said violations(s) shall be corrected within tan
(10) days of the date of the Notice of Violation, and shall state that if said violation(s) is/tire not
corrected by the specified date in the Notice of Violation, the Housing and Urban Improvement
Director shall issue a citation which shall state the dare mid time of issuance, name and address
of the person in violation, date of the violation, Section of this Agreement or of Ordinance No.
90 -89 or subsequent amendments thereto violated, nae no of the Housing and Urban Development
Director, and date and time when th i l' 03hrUe -I06re the Code Enforcement Board.
c. Certific Ccupancy. in th��tRih t the Developer fails to maintain
accord be ihtt tis— lento h Ordinance No. 90-89, as
the affordable units to � ez� AgK�rt
amended, at the option o the rf`i ' s•o �§u ld��g er r �tiifieates of occupancy, as
applicable, may be withho �y.(ir rl a or of e i f roved unit locates or to be
located upon the Property u e entire project is full co RJ cc with this•Agrroment ant
with Ordinance No. 90 -89, as eh d. L
51 Assignment by Co ts�rit3 � �tht }ission may assign all or part 4. its
obligations under this Agreement to any of er public agency having jurisdiction o%rr die
Property provided that it gives the Developer thirty (g(}) days advance written notice thereof
The Developer may not assign, delegate or otherwise transfer all or put of its dulls, obligatom
or promises under this Agreement to any successor in interest to the Properly withoua the express
written consent of the Commission, which consent may be withhold for any reason ahamiever.
Any attempt to assign the duties, obligations, or promises under this Agreement to any successor
in interest to the Property without the express written consent of the Commission as required by
this Section shall be void ab initio.
7. Severability. If any section, phrase, sentence or portion of this Agrrenient is for
any reason held invalid or unconstitutional by any court of competent jurisdiction, such portion
shall be deemed a separate, distinct, and independent provision, and all other provisions shall
remain effective and binding on the parties.
8. Notice. Any notices desired or required to be given under this Agreement shall be
in writing and shall either be personally delivered or shall be sent by mail, postage prepaid, to the
parties at the following addresses:
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To the Commission: Housing & Urban Improvement Dept.
2800 N. Horseshoe Drive
Naples, Florida 34104
To the Developer: Richard Shaw, Presidou
Colonial Equities. Inc.
16200 Dallas Parkwa + +, Suite 190
Dallas. Tx. 75248
Any party may change the address to which notices = +o be sent by notifying the other party of
such new address in the manner set forth above.
9. Authority to Monitor. The parties hereto c►cknowledge that the Director of Collier
County Housing and Urban Improvement or his designee: shall have the authority to monitor crud
enforce Developer's obligations hereunder.
10. Indemnify, The Developer hereby agree, to protect, defend, indemnify and hold
va
ji�ge( s�t►armless from and against any ai,ci all r�
Collier County and its officers, emplt?.yeo , V
Claims, penalties, damages, fnsttf�expenses, pro`fa:�b�^►cl fees, including, without limitation,
reasonable attorney's fees d `6os litigation nod 1� dg ants arising out of any claim,
--J-1
willful misconduct or n ltgtatt //e o orris. ion, o lia ility of any kind made by
Developer, its agents or em o ees�(ar A t o it ►d nt l to the performance of this N
Agreement. � o
11. Covenants. a. , eveloper agrees t t�[7,i s obligations hereunder shalt
ij
constitute covenants, restricteo ��, onditions w II run with the land and shall be r
r_� ;h n having, an ownership interest at any
binding upon the Property and agarns g y
time and from time to time until this Agreement is terminated in accordance with Section 14
below. However, the parties agree that if Developer wansfers or conveys the Property to another
parson or entity, Developer shall have no further obligation hereunder and any person seeking to
eaforee the terms hereof shall look solely to Developer's successor in interest for the
perfomm oce of said obligations.
12. Reeordin& This Agreement shall be recorded at Developer's expense in the
official records of Collis County, Florida.
13. Entire Agreement. The Patties hereto agree that this Agreement constitutes the
entire Agreement between the patties hereto and shall inure to and be binding upon their
rospoctive heirs, successors, and assigns.
14. Termination. F.ach affordable housi:►g unit shall be restricted to remain and be
maintained as the type of affordable housing rental unit (low or very low income) designated in
accordance with this Agreement for at least fiftec,, (15) years front the date of issuance of a
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Certificate of Occupancy for such unit. After fifteen (IS) years this Agreement may terminate
upon a date mutually agreed upon by the parties and stand in writing.
15, Modification, This Agreement shall be modified or amended only by the written
agreement of both parties,
16. Discrimination.
a. The Developer agrees that neither it nor its agents shall discriminate
against any tenant or potential tenant because of said tenants race, color, religion, sex, national
origin, familial status, or handicap,
b, When the Developer advertises, rents, sells or maintains the afiordablc
housing unit, it must advertise, rent, sell, and maintain the same in a non - discriminatory manner
and shall make available any relevant information to any person who is interested in renting or
purchasing such affordable housing unit.
C, The Developer agrees to be responsible for payment of any real estate
commissions and fees assessed in the rentM: hsse of affordable units.
d. The afro at 1[ usrig units i : Y F}opment shall he identified on all
building plans submitted t th F-Ounty� and' de>,cribod 'n t e Developer Application for
Affordable Housing Densit B u
e. The ffo a le u Lin n �i +eft l� I1 c tit i ad with, and not segregated
from, the market rate dwell nits in theaevelop nt.>
f. The s footage, construrtiti t ,dt'gn of the affordable housing
units shall be the same as marks � filling uniterip- tlts�`�ie elopment, All physical amenities
in the dwelling units, as described in (7) of the Developer Application for
Affordable Housing Density Bonus shall be the same for market rate units and affordable units.
For developments where construction takes place in more than one phase, all physical amenities
as described in item number seven (7) of the Developer Application for Affordable Housing
Density Bonus shall be the same in both the mark ;t rate units and the affordable units in each
phase, Units in a subsequent phase may contain different amenities than units in a previous
phase so long as the amenities for market rate units and affordable units are the same within each
phase and provided that in no event may a madly at rate unit or affordable union any phase
contain physical amenities less than those describe0 in the Developer Application.
17. Phasing. This development is being built in two phases, each having
separate financing sources. The legal description of Phase I is attached as
Appendix D. with Phase 11 being the remainder of the property. However, the
second phase (198 units - northern portion of the site) will commence
construction following an approval of an amended PUD, Phase I will consist of
140 units 84% low income at 60 %, of the area median income and 20% at very
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low income at 50 0l0 of median income (southern portion of the development).
Phase 11 will consist of 298 units with 62 affordable units (60 units at 50% of the
area median income) and two (2) units at 60% of area median income. This
agreement will become effective as to Phase 1 concurrent with Developer's
closing on the purchase of the southerra portion of the Property, and will further
become ef.'eetive as to Phase 11 concurrent with Developer's subsequent closing
on the northern portion of the Property, In the event Developer fails to close on
one or both portions of the Property, th- -n staff will return to the Board of County
Commissioners with a new affordable housing agreement as to either or both
portions of the Property that failed to close. However, this agreement will
supersede any previous Affordable Hotising Density Bonus Agreement approved
for this parcel.
18. Disclosure. The developer shall not disclose to persons, other than the potential
t t bu er or lender of the partic a -c-housing unit or units, which units in the
enan , y � '
�t'.I
development are designated as 'le1rousmg uniisl'
19. Consistency. Thi Agreem nrntt and i tthoni
with the Growth Managernhnt 1a d 1 ct a X10
in effect at the time of dev�lo}1iie ttr s UP op d'(la
Agreement arrd to the devt
type of affordable housing
for the development.
to the extent
d the amount of Wk
aopment shall be consistent
c.a
ns of Collier County that are
d policies shall apply to this
in conflict with the number,
c.n
Ling density bonus approved
20. Affordable Housing Dens tanks I vvelopment Agreement, This Agreement is
a distinct and separate agreement from development agreements as defined by Chapter 163.320.
Fla. Stat. (1989) and as amended.
21, Preapplication, Developer has executed and submitted to the Development
Services Director the Developer Application for Al fordable housing Density Bonus, a copy of
which is attached to this Agreement as Appendix C and incorporated by reference herein.
22, Governing Law. This Agreement shall be governed by and consumed in
accordance with the laws of the State of Florida.
23. Further Assurances. The parties hereto shall execute and deliver, in reconlable
form if necessary, any and all documents, eertificaies, instruments, and agreements which may
be reasonably required in order to effectuate the intent of this Agreement. Such documents shall
include but not be limited to any document requested by the Developer to exhibit that this
Agreement has terminated in accordance with the pi ovisions of paragraph 14 above.
IN WITNESS WHEREOF, the parties hereto Nave caused this Agreement to be executed as
of the day and year first above written.
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A'1;9`g;ST; BOARD OF COUNTY COMMISSIONERS
li MOHT E. BROQ: , Clerk COLLiEW COUNTY, FLORIDA
By.
TIMJTIIY L. HANCOCK, Chairman
DEVELOPER
WiUmsres (2);
CEI /KENSINGTON, LTD.
by: COLONIAL EQUITIES, INC., its
General Partner
By'— -- - --
Riciiard Shaw, President
Witnesses (2):
COLONIAL EQUITIES, INC.
By' - -
Richard Shaw, President o
1RC0> a�
Witnc7scs (2):
HOUSIN tCJ ACH CORPORATION
.ob
n e
int it ) - w
Approved as to form and
legal sufficiency:
Heidi F. Ashton
Assistant County Attorney
STATE OF )
} as.
COUNTY OF )
The foregoing Agreement Authorizing Affordable Hvusing Density Bonus And Imposing Covenants
And Restrictions On Real Property was acknowledged before me by Richard Shaw, President of
Colonial Equities, Inc., General partner of CE1/Kensington, Inc. on half of the Corporation. He is
personally known to me or has produced as identification,
WITNESS my hand and official seal this _ day of
,1997
My Commission Expires:
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Notary Public
2/26/2013 16.D.12.
STATE OF )
) BB.
COUNTY OF )
The foregoing Agreement Authorizing Affordable Housing Density Bonus And Imposing Covenants
And Restrictions On Real Property was acknowledged before me by Richard Shaw, President of
Colonial Equities, Inc., on half of the Corporation. He is personally known to me or has produced
as identification,
WITNESS my hand and official seal this __ day of 1997,
Notary Public
My Commission Expires:
STATE OF
ss.
COUNTY OF�! k )
The foregoing Agreement Authorizing Affordable Housing Density Bonus d osing Covenants
And Restrictions On Real Property was acknowledged hefure me by Richard tdent of
Housing Outreach Corporation on half of the Corporation. He is personally known to me or has
WITNESS my hand arsd� iciai seal this
My Commission Expires:
j"s@Msbrkpr/denbomgr
�rfc C
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1997.
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ary Public
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NOW at nol
Appendix A, Exhibit A
2/26/2013 16.D.12.
RENTAL
NUMBER OF UNITS BASE RENT
Single Multi Single multi
Family Family Family Family
IOW INCOME
Efficiency 0 0 0 t
1 Bedroom 0 0 --0 —
2 Bedroom 0 96 _Q
3 Bedroom 0 16 _ 0 703
4 Bedroom 0 0 0
TOTAL 0 114
VERY LOW INCOME / 7Z CU''�
�
Efficiency
w
/ V /
1 bedroom 0 ---- y�6 _ 0_ eel
2 Bedroom
3 Bedroom 0 j� 0 57n
N
_
< 0
s.r+
4 Bedroom 0
TOTAL BB i 0
(1) Base residentin b�e� in this development
7 -
units /acre .`1:
(2) Gross acreage +33.79 .
(3) Maximum number of affordable housing density bonus units
allowed in this development pursuant to Section 7
Ordinance 90 -89. 6 unity /acres.
(4) Gross residential density o-,: this developmant (including
affordable housing density iwonus units) _ 13
unite /acre.
(5) Percentage of affordable un"Lts pledged by the developer
(as a percent of the total number units in the
development) 46 �.
�► Rents are not of utility allovanaee. Water and sewer utilities
provided in listed rent levels. ,
Page 1 of 3
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Appendix A, Exhibit B
ArroRDABL•r HOUSING DENSITY HyNUB RATIEg OY8TEti
section 7, ordinance No. 90 -s9, provides for calculation of a
density bonus for developers pledging to construct affordable
units within their development. Included in this Exhibit B are
instructions for and the tables with which to calculate the
density bonus for a particular project. Exhibit c contains the
current median income and acceptable r4nts for low and very low
income households in Collier County.
The affordable housing density br,nus rating system shall be
used to determine the amount of the ai:fordable housing density
bonus which may be granted for a deve7.opment based on household
income level, number of bedrooms per .affordable housing unit, type
of affordable housing units (owner- occupied or rental,
single - family or multi - family) and percentage of affordable
housing units in the development. To use the affordable housing
density bonus rating system, Tables A and B, below, shall be used.
Tables A and B shall be reviewed and updated if necessary on an
annual basis by the Board of County commissioners or its designee,
First, choose the household income .level (moderate, low, or
very low) of the affordable housing unit(s) proposed in the
development, and the type of affordable housing units
(owner- occupied or rental, single - family or multi - family, where
applicable) to be provided, as` Qw4) —L-n Table A. Tt�,en, referring
again to Table A, choose�t s{ be��cs I rooms proposed for the
_4 affordable housing unit .Ky- -An affords 1�.'• outing density bonus
rating based on the h rflarsld income Lev g d the number of N
bedrooms is shown in ab
After the affor a u rating has been
determined in Table A, c �e e , an determine the ca
percent of that typ ff r a 1 hkrNs y u t proposed in the
development compare t 3 be ling units in the cN�.
development. From t • determinatioiV Ta 1 will indicate the .o
maximum number of re tial dwelli i "`p r gross acre that
may be added to the b ensity. Tile tional residential
dwelling units per grob a era the ma affordable housing
density bonus (AHDB) ava be atLthir� v loPmant. Developments
with percentn g es of afforc�a$ 41lip s rtito which fall in between
the percentages shown on Tabri- !- S `hir3I receive an affordable
housing density bonus equal the lower of the two percentages it
list between plus 1 110th of a residential dwelling unit per gross
acre for each additional percentage of affordable housing rental
units in the development. For example, a development which has
24% of its total residential dwellinn units as affordable housing
units, and which has an affordable housing density bonus rating of
"four's will receive an affordable housing density bonus (AHDB) of
4.4 residential dwelling units per gross acre for the development.
Where more than one type of affordable housing unit (based on
level of income and number of bedrooms shown in Table A) is
proposed for a development, the affordable housing density bonus
for each type shall be calculated separately in Table B. After
the affordable housing density bonus calculations for each type of
affordable housing unit have been completed in Table H, the
affordable housing density bonus for each type of unit shall be
added to those for the tether type(&) to determine the maximum
affordable housing density bonus ava.11able for the development.
In no event shall the affordable housing density bonus exceed
eight (8) dwelling units per gross acre.
Page 2 of 4
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Appendix A, Exhibit B
nF�reADABLE HOUSING D�9I'i'Y Bf�NUB �ATTNG 8Y8TLrM
TABLE At AFFORDABLE H009ING UPITY 80NV RhTZ
LEVEL @1i8 OF BEDROOMS /UNIT
G
OF HOUSEHOLD
EFFICIENCY 2 3M
OR
INCOMr.
M"
MODERATE (OWNER - OCCUPIED, 0 J*
1+
SINGLE - FAMILY)
LOW (OWNER- OCCUPIED OR RENTAL 2 3
- FAMILY OR MULTI-
4
SINGLE
FAMILY)
VERY LOW (OWNER OCCUPIED OR
RENTAL, SINGLE -
FAMILY OR MULTI- 3 4
5
FAMILY)
*For cluster housing developments in v.he Urban Coastal
Fringe,
add 1 density bonus to obtain 2.
/� R Co
`
TABLE B t _ AF 38ITY ACN09
� .,.�*a.rvr� �1■ ?!R GR088
I►CRa1
AFFORDABLE SOUSING
f
/
2 0 ; `( (-l� 5
5
phase oalaulate Your d0nsia+o�saus in the spaao provided below.
Attaab additional pages necessary.
Density Boaue was previously calculated at the time of approval of
Saddlebrook Village PUD.
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Appendix A, Exhibit C
n RE AND QENT LEVELS FORME LOW AND MOT3ERATE INC 0bdF
Pursuant to the Affordable Housing Density Bonus OrdinRnce, No. 90 -89, moderate income is 81
to 100% of the median income, low income is 51 % to 80°,° of the median income and very iow
income is less than 50% of median income,
Pursuant to the Impact Fee Ordinances, adopted by the Bo;ud of County Commissioners, December
16, 1992, moderate income is 61% to 80% of the median income, low income is 51% to 60% of the
median income and very low income is less than 50% of ti 1c median income.
MEDIAN INCOME 1997
$51,300 Naples, MSA (Collier County)
NUMBER OF MEMBERS IN FAMILY
1 2 3 4 5 6 7 8
100% 35,900 41,000 46,200 51,300 55,300 59,500 63,600 67,700
80% 28,750 32,850 36,950 41,060 44,300 47,600 60,900 54,150
60% 21,540 24,600 27,720 30,780 33,240 35,700 38,160 40,620
50% 17,950 20,500 23,100 25,650 27,700 29,750 31,800 33,850
The Florida Housing Finance
Incentive Loan (SAIiy) and th
rents given below are based o
Section 8 Rental Assistance 13
Authority. y
ONEBEDROOM
UTILITY
ALLOWANCE 52
REC �.TFS
k en ) FHFA) calculate' reran to a in the State Apartment
o�✓i ._qpA Rtnt$d flst� ing T C it (LIHTCI programs. The
19 7 of fr -F A, I ilit c ts' provided from the County's
og w�h s �8tc -t c0ier County Housing
S BASEL? ON �21 °/o F
?t�_
P,EDROOM 71 BtFly E
Ci�c:�
!,15 `1,334
924 1,067
693 800
578 667
95 137
FOUR BEDROOM
UNIT
1,487
1,190
893
744
162
UNIT
100%
962
80%
770
60%
577
50%
481
UTILITY
ALLOWANCE 52
REC �.TFS
k en ) FHFA) calculate' reran to a in the State Apartment
o�✓i ._qpA Rtnt$d flst� ing T C it (LIHTCI programs. The
19 7 of fr -F A, I ilit c ts' provided from the County's
og w�h s �8tc -t c0ier County Housing
S BASEL? ON �21 °/o F
?t�_
P,EDROOM 71 BtFly E
Ci�c:�
!,15 `1,334
924 1,067
693 800
578 667
95 137
FOUR BEDROOM
UNIT
1,487
1,190
893
744
162
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C=
ALLOWABLE RENT WITH U I'ILITIES DEDUCTED
ONE BEDROOM TWO BEDROOM THREE BEDROOM
FOUR BEDRC
UNIT
[:NIT UNIT
UNIT
100%
910
1,060 1,197
1,325
80%
718
829 930
1,028
60%
525
598 663
731
50%
429
483 530
582
Revitad 2197
rldtnsity bonus
Page 4 of 4
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LPPM DIX C
ble Housing Density Bonus
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'. Appendix C
Developer Application For Affordable Housing Density Bonus
pursuant to the requirements of the collier County Affordable
Housing Density Bonus ordinance No. 90 -t'9, Section 6.4, please
complete this form and submit it with any accompanying documenta-
tion to the Development Services Director, 29oo North Horseshoe
Drive, Naples, Florida 34104. A copy must also be provided to the
Housing and Urban improvement Director.
All items requested must be provided.
1. Please state what zoning districts are proposed by the
applicant, if any, on the property and the acreage of each;
psisting conlnA to be sstained c.ddl.t+roak_YUD
2. Has an applica
with the affordable
Yes
if yes, state data
request has been a
3. Gross density of
Gross acreage of the
O
jreionin� q`ba�' . quested in conjunction �s
/
0cj__deysity bongs.
li a i , and if the .o
o
state the Ord na A- number
oposed dev-il� n't. 13 units /acre.
��yment. 33.79 acres.
4. Are affordable housing density bonus units sought in
conjunction with an application for a planned unit development
(PUD)? yes X No.
If yes, please state name and location of the PUD and any other
identifying information.
5. Name of applicant Colonial Equities, Inc.
Name of land developer if not the same as applicant Phase I__
Applicant; Phase 11, outreach Housing CorPorazion.
Page i of 3
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Appendix C
Developer Application For Affordak-le housing Density Bonus
6. please complete the following tables as they apply to tho
proposed development.
TABLE Y ���' ea ++..her of Dnits in Develovmettt
Type of ownwe,,Mr{ad
Unit R&Dta Efficiency -° °
one Bedroom 130 °
Two Bedroom 242 - ° —
Three Bedroom 66 °
Other Bedroom -o- 0
TOTAL 438 °
%yt Imo. C' _
TABLB II �1� n4u' - - ;eq Onits
T a mbar of \�pr posed Use !or
A L rc3 mis-f en ity Bonus Units
in evelop n
0 owner
occupied
H
O
sv
c.s.
cn
MODERATE INCOMES
�
Efficiency'
0 /� °
\
° —
0
1 Bedroom
0~ •�j {�'
2 Bedroom
_0 0
3 Bedroom
Q- 0
0
---
Other
o °
b - �..--
0
TOTAL
o o
°
--
LOW INCOME
Efficiency
° o °
o
I Bedroom
0 0 4
0
2 Bedroom
90 0 filp
0
3 Bedroom
16 _ 0 v a
°
Other
0 ---Q --
0
TOTAL
114 0
0
Net of utilities.
Water and sewer uti litie8 provided
in listed
rent levels.
Page 2 of 3
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Appendix C
Developer Application Sox Affordabls Housing Density Bonus
TABLE 11 (Continued)
Total Number of Proposed Use for
Affordable Units Density Bonus
in Development Units
ggn:tal owner Rental * Owner
OcCuP+eg .
VERY IOW INCOME
Efficiency 0 0
1 Bedroom - 46 0
2 Bedroom J4 _ 0
3 Bedroom 8 0
other 0 0
TOTAL as 0
7. Please provide a physical ASSMr
'R C.
by type of unit (moderate' -wr
bedrooms. include in j� descripti
footage of each type of un ;°fl r
unit (carpeting, ti e, v n � 1
'
appliances provided --a wa'�h s�
�i
1�
2/26/2013 16.D.12.
—..n n
448 _ 0 —
— &L 0
570 0 _...._
0
0
:ion of the affordable units
i ncome) and by number of
t
r xample, the square
Merin s sod throughout the
�w� d w reatments;
ashen, stove,
refrigerator; bathro r,Qnenities, au " a L3 ing exhaust tans; and
any other amenities as cable. A .additional Pages.
S. Please supply any her in i�a'a£ ion which would reasonably be
needed to address this request for an affordable housing density
bonus for this development. Attach additional pages.
* Net of utilities, Water and sewer u�.ilities provided in listed
rent levels.
Page 3 of 3
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�s
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SADDLEBROOK
AFFORDABLE UNITS
Response to Item #7 of Appendix C, Physical Description
2/26/2013 16.D.12.
No. of Units
Type
Square Footage
Rent
�
1
750
$515
60
2 Bedroom/2 Bath
880
$618
SADDLEBROOK
AFFORDABLE UNITS
Response to Item #7 of Appendix C, Physical Description
2/26/2013 16.D.12.
No. of Units
Type
Square Footage
Rent
20
2 Bedroom/1 Bath
750
$515
60
2 Bedroom/2 Bath
880
$618
36
2 Bedroom/2 Bath
900
$618
8
3 Bedroom/2 Bath
1040
$570
16
3 Bedroom/2
1040
$703
No. of Units
Type
S are F a�e
Rent*
46
1 1
$448
14
$515
2
xn/1 Bath
9.'�
5618
i
All of the units will be carpeted throe nu�-eir *tion of kitchens and 'baths, which will
have vinyl flooring. Every bedroom and living area will have a ceiling fan with a light kit. The
kitchens will include dishwasher, drop -in rungs, disp mi and a refrigerator with an ice raker.
A utility room will contain full size washer /dryer connections and an individual electric hot
water heater. All units will have electric central air conditioning /heating units.
* Rents are net of utilities.
2•p,{d WO%4 dalrb+lafluA Abb
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rat, f'�� � '�,.. ;•.� ' � i tff
APPENDIX 11 t
2/26/2013 16.D.12.
Page I of : ►.
I
i THEFALMS
� l�AL D�Q'L'rON • ,
' A P&W of , ltutd; iia 5tiotlM 34, Towa*) 49 Range �G >ia:at.
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c..a
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i
2/26/2013 16.D.12.
EXHIBIT C
NON - COMPLIANCE ISSUES
Packet Page -1945-
2/26/2013 16.D.12.
FIRST HOUSING
January 25, 2013
Larry Goodman
Pinnacle Equities, President
5055 Keller Springs Road, Suite 400
Addison, TX 75001
Re: Annual Management Review (December 28, 2012)
Notice of Non - Compliance
Saddiebrook Village
HC: 1998 -504C
Dear Mr. Goodman:
Enclosed please find the 2012 Annual Management Review. Please sign and return the signature page to my attention at
compliancereporting @f►rsthousingn.com. Please note that your signature acknowledges receipt of the review and
must be returned to First Housing no later than February 4, 2013. However, a written response addressing each section
of the review is due no later than February 25, 2013 to the following separate addresses:
Bridget Tracy Laura J. Cox
Compliance Agent Director of Asset Management and Guarantee Program
First Housing Florida Housing Finance Corporation
compt ioncereporting @frsthousingfl.com compliancereview @noridatiousing.org
This letter will serve as notice to you, that pursuant to Treasury Regulation Statutes 1.92- 5(e)(2) the project is not in
compliance with the provisions of Section 42 of the Internal Revenue Code of 1986, as Amended (the "Code'). The
Florida Housing Finance Corporation is required to report this non - compliance on Form 8823, "Low - Income Housing
Credit Agencies Report of Non- Compliance" to the Internal Revenue Service (IRS) and must also report whether or
not the non - compliance has been corrected. It is important to cure discrepancies in a timely manner in orderJor the
IRS Report to indicate corrections have been completed.
Should you have any questions, please feel free to call.
Sincerely,
Bridget Tracy
Compliance Agent
cc: Laura J. Cox Deanne Davis
Manager Shawn Wingate
Ted Broadfoot
Q FRome Wier:
10 % :_, :ulh 1A1 � I l;�w F,v::�-:u _•
Tampa, Fri. 3 c• 194.5
(t'.1 ij 285•`+41 G
Packet Page -1946-
rA%w.Jir-r?h OWW-FIgl t• ro»r
Packet Page -1947-
2/26/2013 16.D.12.
2/26/2013 16.D.12.
. o_..tM.. Q „--, sh°ot
Matt a�eY. NBrdeLPYapetYy: NBmegridAdd +'ess::;:;:;:;:;:•�•:•:•:;
Pr4peft}t. . tuber($} ::::::::: :::::::::::::::::::::::::�:�:�.
Date
oT;ReVieW: ; : ;
HC 1998 -504C
December26
2012
Manager
e- Fy
Typ¢•Qt fteVagG'..
•;Z Yp
Saddlebrook Village
FDIC
8685 Saddlebrook Circle
Initial Annual
MFRB
Naples, FL 34104
L-.�
N of this review 6
x
Follow-up
a of this Foltow -Up Review
HC
HOME
Deanne Davis, Vice President
Compliance and Internal Audits
Date of Original Review
AHL
; k:oP. kJniti :
::
:# Units:
: >� of i?ileli : •
: ?�+ :Fiitf ; : :
Pinnacle Family of Companies
: 'Ihl; o tad ' •
: ' EL e 'hid
; ; E'atatt11ne4::
2600 Lake Lucien Drive, Suite 300
28
20
Maitland, FL 32751
Total: 140
Total; 30
• : '# of8ftttdings:fnalle
Pro
0-u pied: 126
Ooe ied: 26
Vsunt: 14
Vacant: 2
Residendat: 8 Non•Resid
-teat:
-4J
Wr1eC CvAteLt:NBrtte a rtts9::
Set•Asl kiaqutrefnent(s):,
Larry Goodman
President, Pinnacle Equities
100 °!, 60%
5056 Keller Springs Road, Suite 400
Addison, TX 75001
re 5: :U:• 'cs „n;m:
A; :Exalniijat +ata:lif 73etiorcis :: ; :::
.
1. Tenant Selection 8 Orientation
1.
x
x
1. Tenant Files and Records
x
2. Applications and ProCeaain
X
2. Maintenance Program
x
X
3. Security Program
3. Rents
X
4. Vacancy & O=pancy Occupancy Date of Review
X
4. Verifications of Income
5. Organ and Supervision
x
5. Income CeAl6calionlReceAificetion
X
8. Staffin
x
x
6. Leases
X
7 Office Hours x
.
7. Next Available Unit Documentation
8 operating Procedures and Manuals x
8. Tenant Pro rams & Services R
X
x
9. Tenant Fite Discre notes
x
9 Training
. x
10. Public policy Options
NIA
10. Adverlisln
11. Affirmative Fair Housing Marketing Plan N!A
11. Rent ROtI
X
12. Program Reports
x
12.
13. Regulatory A reemenis LURAlEUA
x
13.
14. UiNly AHowance
x
14,
itySic* l0s:p9c2ion
Miscellaneous Items E°Wppstl
as
(:anpneM.
Interior Items
w1m Camnent•
t.
1.
2. Dishwasher
R
x
2.
3. Garbs a Dis osais
R
x
3'
4.
4.
5
5,
B. Meti Blinds
R
x
6.
7. Communi Room/Clubhouse R X
7.
B. Carlin Fans Bedrooms & Livin Area R X
8.
R X
9. Swlmmm Pool
s.
10. Launtl I1ook•u s & S ace fur Washer1D R x
10.
11.
11.
12.
12.
13. ExerrJse Room w! A ro date E ul ment
R
x
13,
14.
14.
15. Heating & Alr conditioning
R
X
15.
16.
16,
17.
17.
16. Cable TV Hookups
R
5B. C19.
R
x
EX
R
20.
21.
20. Solar Screens on ail Windows
22.
23. Gated Communit wJCartled Ent gr Securit Guard
R
x
21.
22.
23.
24. Lockable Exterior Store e Space
R
X
24.
25.
25.
26.
27.
26.
27
R
X
I
211. Two OrMora Parking Spaces
R
X
29. 2 Bathrooms in all 3 Bedroom Units
Pape 1 of 2
Packet Page -1948-
2/26/2013 16.D.12.
ora ' e Name:: • : i?ro • . . Nerrrtbei s :: : :: : : : ::f3aie of: Review i
dole: items marked with an °R'• are required by the Land Use Restriction Agreement/Extended Use Agreement
-:'F2#t.110�$' : �pibjeCtiil;CPR►Paartce::
S
comments, See s
1. Examination of Records X
Yes
2, Administrative Procedures X
X X X No
3. physical Unknown
Follow -Up Review Required Yes No X
Response Required Yes RX No
Please acknowledge receipt by signing, dating and returning a copy of February 4, 2013
the Review to the Monitoring Agent no later than
A written response addressing each section of the Review stating how
the discrepancies have been corrected is due to First Housing and to
Florida Housing Finance Corporation no
_First Housing
(Agent)
(Signature)
Bridget Tracy
(Name)
Compliance Agent
(Title)
Janua 25, 2013
(Date)
later than: February 25, 2013
5addlebrook Village /Pinnacle Equities
(Property /Company)
(Signature)
Larry Goodman
(Name)
President
(Title)
(Date)
Page 2 of 2
Packet Page -1949-
1998 -604C December 28, 2.012
iaddlebrook Village
:�:�:-
insgsctad
�:�:�:�
es
Commoots
����'�'�• �'�� ' .. •.
g lr ...Monts
Visual Ins Ctlon
:Ab .icarl�SAectlbR(�Qn•
Items
Exterior
X
X
1. Occupied Unit Inspection X X
Exterior Wells
X
2. Vacant Unit Preparaticn
?, Exterior Patntin
X X
3, General Physical Condition
d, Roofs, Fleshings, Vents
X
4. On -She Office Administration
i. Gutters and Downspouts
X
X
&, Use of Communliy Space X
5. Drives, Parking Lots, Paving 8 Curbs
X
X
; . ; : ; ; :: - ; • ; • : • ::: . ' : ' : :
:D: dIlISCBIIaWBOk►S Ob66ryatlt)t►S
5, Walks, steps, Guardrahs, Ramps
7. Fences, Walls, Gates
8. Porches, Balconies, Fire Escapes
i. Surrounding Neighborhood is: Prosperous
9, Doors. Windows, Saeans
Average X
10. Lawns & Plantings
Depressed
11. Sprinkler & Drainage Systems
12. Exterior Lighting
X
X
2. This COndhlOn Is expected 10: improve
13.
Stay the Same X
14.
Decline
dole: items marked with an °R'• are required by the Land Use Restriction Agreement/Extended Use Agreement
-:'F2#t.110�$' : �pibjeCtiil;CPR►Paartce::
S
comments, See s
1. Examination of Records X
Yes
2, Administrative Procedures X
X X X No
3. physical Unknown
Follow -Up Review Required Yes No X
Response Required Yes RX No
Please acknowledge receipt by signing, dating and returning a copy of February 4, 2013
the Review to the Monitoring Agent no later than
A written response addressing each section of the Review stating how
the discrepancies have been corrected is due to First Housing and to
Florida Housing Finance Corporation no
_First Housing
(Agent)
(Signature)
Bridget Tracy
(Name)
Compliance Agent
(Title)
Janua 25, 2013
(Date)
later than: February 25, 2013
5addlebrook Village /Pinnacle Equities
(Property /Company)
(Signature)
Larry Goodman
(Name)
President
(Title)
(Date)
Page 2 of 2
Packet Page -1949-
2/26/2013 16.D.12.
Notice of Non-Compliance
Annual Management Review
Saddlebrook Village
Page Three
SUMMARY
Saddlebrook Village is currently considered to be in non - compliance due to the following:
* Failure to meet Uniform Physical Condition Standards for Buildings
* Failure to meet Uniform Physical Condition Standards for Units- CURED
C. Physical Inspection
Please submit work orders along with the written response for all physical deficiencies listed below,
Exterior items
1. Exterior Walls
The exterior walls throughout the property are soiled.
The breezeways are also soiled throughout the property,
5. Drives Parking lots Paviags and Curbs
The parking areas and roadways throughout the property have oil stains and broken patches of
pavement and potholes throughout.
6. Walks Steps Guardrails and Ramps
Per management, there is a structural issue with the stairs throughout the property.
On the day of the review, it was noted that many of them are being held up by temporary
supports. Non-compliance
There was also many stairs throughout the property that were heavily rusted, especially at the
back of the treads.
Please advise the steps that are being taken to correct these issues.
This is a non - compliance issue.
17. Exterior Lighting
It was noted on the day of the review, that several light fixtures were missing globes throughout the
property. This was corrected the day of the review and a work order was obtained.
Packet Page -1950-
2/26/2013 16.D.12.
Notice of Non-Compliance
Annual Management Review
Saddlebrook Village
Page Four
Visual Inspection
1. Occupied Unit lnsncetion
Of the twenty-eight (28) occupied units inspected, four (4) had deficiencies in which three (3) units were
rectified on the day of the review, Completed work orders for the corrected deficiencies were
obtained during the review. The deficiencies are described below.
Unit N Deficiency
ing roam. The light fixture above the sink in the bathroom
1206 The blinds were broken in the liv
was peeling and rusted.
These were both corrected the day of the review and work orders were obtained.
2304 The exterior door frame was damaged.
This was corrected the day of the review and a work order was obtained.
2203 The exhaust fan in the master bathroom was inoperable.
This unit is considered to be non- compliance CURED.
This was corrected the day of the review and a work order was obtained.
5201 On the day of the review, management was unable to enter the second bedroom clue
to the resident having placed their own lock on the door.
Please inspect the room and report the findings with your response.
3, General Physical Condition
The exterior of the buildings are soiled, as well as the breezeways throughout the property. The stairs
are rusted throughout, as well as many have structural issues and are being held by temporary
supports.
E. Ratings
3. Physical inspection
Saddlebrook Village is rated unsatisfactory due to the failure to meet Uniform Physical Condition
Standards for it's buildings and for one unit (CURED)
In addition, Saddlebrook Village had one unit (2203) which failed the Uniform Physical Condition
Standards, but this issue was cured the day of the Review.
Packet Page -1951-
2/26/2013 16.D.12.
CONFIDENTAIL Awft
Case Number: CESD20120018057
Date: December 27, 2012
Investigator: Heinz Box
Phone: 2392522970
COLLIER COUNTY CODE ENFORCEMENT RECENEO by CORPORATE OFFI06
NOTICE OF VIOLATION
Owner: CEI /KENSINGTON LTD C/O COLONIAL EQUITIES INC JAN 0 2 2013
5055 KELLER SPRINGS RD STE 400
ADDISON TX 75001 - Sent r
Location:
Unincorporated Collier County
Zoning Dist: PUD
Property Legal Description: 34 49 26 COM AT SW CNR OF SE 114, N 5OFT, S89DEG E 94.33FT TO POB, N 81,21 FT, N15DEG W
226.80FT, N 732.20FT TO PT OF
Folio: 298120307
NOTICE
Pursuant to Collier County Consolidated Code Enforcement Regulations, Collier County Code of Laws and
Ordinances, Chapter 2, Article 1X, you are notified that a violation(s) of the following Collier County Ordinance(s)
and or PUD Regulation(s) exists at the above - described location.
Ordinance /Code: Building and Land Alteration Permits. (Permits, Inspections, Certificate of Occupancy Required)
Collier County Land Development Code 0441, as amended, Section 10.02.06(B)(1)(9)
Certificates of Occupancy and Completion. 2007 Florida Building Code, Chapter 1, Section 110.4 Certificate of
Completion
The County Manager or his designee shall be responsible for determining whether applications for building or land alteration permits, as
required by the Collier County Building code or this Code are in accord with the requirements of this Code, and no building or land
alteration permit shall be Issued without written approval that plans submitted conform to applicable zoning regulations, and other land
development regulations. For purposes of this section a land alteration permit shall mean any written authorization to alter land and for
which a building permit may not be required. Examples include but are not limited to clearing and excavation permits, site development
plan approvals, agricultural clearing permits, and blasting permits. No building or structure shall be erected, moved, added to, altered,
utilized or allowed to exist and /or no land alteration shall be permitted without first obtaining the authorization of the required permit(s),
inspections and certificates) of occupancy as required by the Collier County Building Code or this Code
Certificate of Completion.
A Certificate of Completion is proof that a structure or system is complete and for certain types of permits is released for
use and may be connected to a utility system. This certificate does not grant authority to occupy a building, such as shell
building, prior to the issuance of a Certificate of Occupancy.;
Violation Status - Initial
DESCRIPTION OF CONDITIONS CONSTITUTING THE VIOLATION(S).
Did Witness: unpermitted dumpster enclosure (fence around dumspter) at this location — expired permit#
2003010613 never co'ed
ORDER TO CORRECT VIOLATIONW:
You are directed by this Notice to take the following corrective action(s):
Obtain permits for dumspter enclosure through Inspections and certificiate of completion
ON OR BEFORE: 1128113
Failure to correct violations may result in:
1) Mandatory notice to appear or issuance of a citation that may result in fines up to $500 and costs of
prosecution. OR
2) Code Enforcement Board review that may result in fines up to $1000 per day per violation, as long as the violation
remains, and costs of prosecution.
SERVED BY: INQUIRIES AND COMMENTS SHOULD BE
Packet Page -1952-
2/26/2013 16.D.12.
ONFIDENTAIL
DIRECTED TO CODE ENFORCEMENT
2800 North Horseshoe Dr, Naples, FL 34104
Investigator Signature Phone; 239 252 -2440 FAX: 239 252 -2343
Heinz Box
Signature and Title of Recipient
Printed Name of Recipient
Date
*This violation may require additional compliance and approval from other departments which may be required under local, state and federal
regulations, Including, but not limited to: right -of -way permit, building permit, demolition of structure, Site Davelopment Plan, Insubstantial
Manna to Alta navalnnrnant Plan, and Varlenras alnnn with. navmanf of Imnaet fans. and anv naaw nr niAntandinn rasa ramsItad fnrannrnval
Packet Page -1953-
2/26/2013 16.D.12.
CONFIDENTAIL
Case Number. CEPM20120009999
Date: July 05, 2012
Investigator: Ralph Bosa
Phone: 2392522436
COLLIER COUNTY CODE ENFORCEMENT
. NOTICE OF VIOLATION
Owner: CEI /KENSINGTON LTD C/O COLONIAL EQUITIES INC
5055 KELLER SPRINGS RD STE 400
ADDISON, TX 75001-
Location: 8695 SaddleBrook Circle, Naples FI 34104
. Unincorporated Collier County
Zoning Dist: PUD
Property Legal Description: 34 49 26 COM AT SW CNR OF SE 1/4, N 50FT, S89DEG E
94.33FT TO POB, N 61.21FT, N15DEG W 226.80FT, N 732.20FT TO PT OF Folio:
298120307
NOTICE
Pursuant to Collier County Consolidated Code Enforcement Regulations, Collier County Code
of Laws and Ordinances, Chapter 2, Article IX, you are notified that a violation(s) of the following
Collier County Ordinances) and or PUD Regulation(s) exists at the above- described location.
Ordinance /Code: Compliance with housing standards. Collier County Code of Laws and
Ordinances Chapter 22 Buildings and Building Regulations, Article VI Property Maintenance
Code, Section 22- 231(12)(f)
Compliance with housing standards, Collier County Code of Laws and Ordinances Chapter 22
Buildings and Building Regulations, Article VI Property Maintenance Code , Section 22-
231(12)(b) ,
12, Exterior and interior structures of dwelling units. All the following component of a dwelling
unit shall be maintained in good condition. f. Stairs, porches, and appurtenances. Every inside
and outside stairway, stair, porch, and any appurtenance thereto, shall be maintained in a safe
condition, capable of supporting a load that normal use may place thereon, and in accordance
with the Building Code as enacted by Collier County.:
12, Exterior and interior structures of dwelling units, Ail the following component of a dwelling
unit shall be maintained in good condition. b. Exterior walls. The exterior walls shall be
maintained free from holes, breaks and loose or rotting material. Such exterior walls shall also
be substantially weather tight and weatherproof, and surfaces properly coated as needed to
prevent infestation and deterioration. Decorative features such as: cornices, belt courses,
corbels, trim, wall facings and similar decorative features shall be maintained In.good repair with
proper anchorage, Any graffiti shall be removed or repainted to match existing surfaces.:
Violation Status - Initial
DESCRIPTION OF CONDITIONS CONSTITUTING THE VIOLATION(S).
Did Witness: Metal stairs that are rusted through creating a hazardous condition and holes In
the ceiling with rotted wood exposed due to water damage..
_ORDER TO CORRECT VIOLATION(S):
You are directed by this Notice to take the following corrective action(s):
Initial Inspection .
1. Must comply with any and ail corrective action requirements noted on the Residential
Property maintenance inspection Report/ Order to Correct2. Must comply with any and all
corrective action requirements noted on the Residential Property maintenance inspection
Packet Page -1954-
2/26/2013 16.D.12.
CONFIDENTAIL
Report I Order to Correct
ON OR BEFORE: 07/25/2012
Failure to correct violations may result in:
1) Mandatory notice to appear or issuance of a citation that may result in fines up to $500 and
costs of
prosecution. OR
2) Code Enforcement Board review that may result In fines up to $1000 per day per violation, as
long as the violation remains, and costs of prosecution.
SERVED BY:
In�ator SignaturSignatur
Ralph Bosa
INQUIRIES AND COMMENTS SHOULD
BE
DIRECTED TO CODE ENFORCEMENT
2800 North Horseshoe Dr, Naples, FL
34104
Phone: 239 252 -2440 FAX: 239 252 -2343
Signature and Title of Recipient
Printed Name of Recipient
Date
'This violation may require additional compliance and approval from other departments which
may be -required under local, state and federal regulations, including, but not limited to: right -of-
way permlt, building permit, demolition of structure, Site Development Plan, Insubstantial
Change to Site Development Plan, and Variances along with, payment of impact fees, and any
new or outstanding fees required for approval.
Packet Page -1955-
2/26/2013 16.D.12.
CONFIDENTAIL
Residential Property Maintenance Inspection Report / Order to Correct
Code of Laws and Ordinances
Location:
Date:July 05, 2012
Case #CEPM20120009999
I nvestigato r: Ralph Bose
*Description . Corrective Action Required Pass Fail
Safe Stairs /Porches - Dwelling 12. Exterior and interior structures of dwelling units. All the XX
following component of a dwelling unit shall be maintained in
good condition. f, Stairs, porches, and appurtenances. Every
inside and outside stairway, stair, porch, and any appurtenance
thereto, shall be maintained in a safe condition, capable of
supporting a load that normal use may place thereon, and in
accordance with the Building Code as enacted by Collier County.
Exterior Walls - Dwelling 12. Exterior and interior structures of dwelling units. All the XX
following component of a dwelling unit shall be maintained in
good condition. b. Exterior walls. The exterior walls shalt be
maintained free from holes, breaks and loose or rotting material.
Such exterior walls shall also be substantially weather tight and
weatherproof, and surfaces properly coated as needed to prevent
infestation and deterioration. Decorative features such as:
cornices, belt courses, corbels, trim, wall facings and similar
decorative features shall be maintained in good repair with proper
anchorage, Any graffiti shall be removed or repainted to match
existing surfaces.
Overall Comments :Obtatn necessary permlts (If Applicable) and fix the stairs and the damaged telling In building
number, 8645, 8635 and 8625.
Packet Page -1956-
2/26/2013 16.D.12.
CONFIDENTAIL
Case Number. CEPmmi 1 oOD0769
Oats: January 24, 2011
lnves098t0r: Carmelo GOMGZ
Phone'. 2392622971
COLLIER COUNTY CODE ENFORCEMENT
NOTICE OF VIOLATION
Owner. CENKENSINGTON LTD C/O COLONIAL EQUITIES INC
16200 DALLAS PKWY STE 180
DALLAS, TX 75248.9820
Locations smo Saddlebrook CIR Unh:51D1 Naples, FL
Unincorporated Caltier County
Zoning Dist: PUD
Property Legni Description: 34 49 26 COM AT SW ONR OF BE 114, N SOFT, sa9DEG E 94.33FT TO POs, N 81.21FT, Ni6DEG
226•BOFT, N T32.20KT TO PT O Folio: 298120307 NO ICE
lations, Collier County Coda of Laws and
pursuant to Collier County Consolidat�eti Code Enforcement Regu
Ordinances, Chapter 2, Arllcle IX, you are notified that a violatior%(S) ai the following Collier County Drdlnence(s)
and or PUD Regulation(O exists at the above-describad location.
OrdlnaneelCoda: Responsibllltles of Owners of Nonresidential Structure, Vacant Buildings, Vacant Siructuru* end
Vacant or Unimproved lots. Collier County Code of Laws arld Ordinances Chapter 22 Buildings, Article VI PropertY
Maintenance Code, Sectlon 22-241 1 with the KosNing
Ali owners of nonresidential swclures, vacant buildings, vacant slructuras and vacant or unimproved m lots appurteecomply ee thereto shall be
f. Every constremed t b N fa; to ure and of supporting the to and d that norma use n,ayry cause to be placed thereon, and tt shall be
eonswcted to be safe, to use and cap
maintained in sound condition and repair.: .
Violation Status - Recurring
OFSCRIpTION OF CONDITIONS CONSTITUTING THE ViOLATION(6).
Did Witness: BUILDINGS 8640 AND 8650 HAVE STAIRWELLS IN DISREPAIR
ORDER TO CORRECT VIOLATION
You are directed by this MUMS to take the following corrective action(s)s
Initial Inspection
1. Must Comply vAth any and all corrective action requirements noied on the Mon leatdential Property Maintenance
Inspection Report ! Order to Correct
ON OR 9EFORE: 02!2312017
Failure to correct violations may result in:
1) Mandatory notice to appear or issuance of a citation that may result in fines up to $508 and cot ir- of
prosecution. OR
2) Code Enforcement Board review that may result in fines up to $4060 pet day per violation, as tong as the viola on
remains, and costs of prosecution. INQUIRIES AND COMMENTS Sl4OULD BE
SERVED BY: CODE ENFORCEMENT
Inv stigator Signature/
Carmelo Gomez
DIRECTED TO
2800 North HDTBeshoe Dt, Naples, FL 34104
phone: 239 252 -2440 FAX: 239 252 -2343
Signature and Title, of Recipient
Printed Name of Recipient
Date
Packet Page -1957-
Case Numb,6i'
Case Type
Priofity
inspector
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2/26/2013 16.D.12.
EXHIBIT D
FORM OF
TERMINATION OF AFFORDABLE HOUSING DENSITY BONUS AGREEMENT
This Termination of Affordable Housing Density Bonus Agreement is executed as of
by the board of County Commissioners of Collier County, Florida (the
"Commission ") and Saddlebrook Apartments LLC , a Florida limited liability company (the
"Current Owner ").
WHEREAS, the Current Owner is the assignee of that certain Affordable Housing
Density Bonus Agreement dated as of December 9, 1997 as recorded in Official Records Book
2374, Page 2544 of the Public Records of Collier County, Florida, (the "Affordable Housing
Density Bonus Agreement "); and
WHEREAS, the Current Owner, by its execution hereof certifies, represents and
warrants to the Commission that:
a. The term of the Affordable Housing Density Bonus Agreement as defused
therein ended on , 20_ and all conditions precedent to the Termination of the
Affordable Housing Density Bonus Agreement have been fulfilled.
b. All payments of any amounts due under the Affordable Housing Density Bonus
Agreement are fully paid and all obligations thereunder have been met. There is currently no
default under the Affordable Housing Density Bonus Agreement.
WHEREAS, the Commission has authorized the execution and delivery of this
Termination of Affordable Housing Density Bonus Agreement; and
WHEREAS, by execution of this Termination of Affordable Housing Density Bonus
Agreement by both parties, the Affordable Housing Density Bonus Agreement will be
terminated as of the date of its recording in the Official Records of Collier County, Florida
IN WITNESS WHEREOF, Commission and the Current Owner hereby agree to
terminate the Affordable Housing Density Bonus Agreement.
[SIGNATURES AND NOTARIES OF THE PARTIES]
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RESOLUTION NO. 2013 --D-�—
A RESOLUTION OF THE HOUSING FINANCE AUTHORITY OF COLLIER
COUNTY, FLORIDA, CONSENTING TO THE DISPOSITION OF THE PROJECT
AS DEFINED HEREIN TO THE PURCHASER AS DEFINED HEREIN;
AUTHORIZING THE FORM OF ASSIGNMENT AND ASSUMPTION OF LAND
USE RESTRICTION AGREEMENT DATED AS OF DECEMBER 1, 1997
RELATING TO SADDLEBROOK VILLAGE APARTMENTS AND PROVIDING
FOR CERTAIN DETAILS THEREOF, AUTHORIZING THE PROPER OFFICERS
TO DO ALL THINGS NECESSARY OR ADVISABLE; AND PROVIDING AN
EFFECTIVE DATE,
WHEREAS, the Housing Finance Authority of Collier County, Florida (the "Issuer ") is
empowered under the laws of the State of Florida, including the Florida Housing Finance Authority
Law, Florida Statutes, Sections 159.601 through 159.623, as amended (the "Act "), to provide for the
financing, acquisition, construction, reconstruction, and rehabilitation of housing; and
WHEREAS, the Issuer and Texas Commerce Bank National Association, as trustee (the
"Trustee "), entered into a Trust Indenture dated as of December 1, 1997 (the "Indenture "), pursuant
to which were issued by the Issuer its $4,900,000 Multifamily Housing Revenue Bonds
(Saddlebrook Project), Series 1997, (the "Bonds "); and
WHEREAS, the proceeds of the Bonds were loaned (the "Loan ") to the Borrower as defined
therein pursuant to a Loan Agreement, dated as of December 1, 1997 (the "Loan Agreement ") for
the purpose of funding a loan to enable the Borrower to finance the costs of acquisition, construction
and equipping of a 140 -unit multifamily rental housing development known as Saddlebrook Village
(the "Project "), on the land located in Collier County, Florida described on Exhibit A to the Land Use
Restriction Agreement as defined herein; and
WHEREAS, in connection with the issuance of the Bonds, the Issuer, the Borrower and the
Trustee entered into that certain Land Use Restriction Agreement dated as of December 1, 1997 and
recorded in the Official Records of Collier County, Florida at Official Records Book 2374, Page 2629
(the Land Use Restriction Agreement, and hereafter, the "LURA "); and
WHEREAS, the LURA provides, inter alia, that during the Qualified Project Period, as
defined therein, the Borrower shall not enter into a Disposition, as defined therein, of the Project
without the prior written consent of the Issuer; and
WHEREAS, the Borrower and Saddlebrook Apartments LLC, a Florida limited liability
company ( "Purchaser ") have entered into that certain Real Estate Purchase and Sale Agreement
with Escrow Instructions dated as of February 2013 (the "Purchase and Sale Agreement "),
pursuant to which Purchaser is to acquire the ownership of the Project from the Borrower; and
Approving Resolution of
Housing Finance Authority of
Collier County adopted 2/13/13
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WHEREAS, Purchaser has requested the Issuer to consent to the transfer of the Project to
Purchaser (a Disposition under the LURA) and enter into an Assignment and Assumption of Land
Use Restriction Agreement (the "Agreement ") among the Issuer, the Purchaser and the Borrower, and
WHEREAS, the LURA provides that in determining whether to consent to a Disposition the
Issuer may consider the financial and managerial capability of the proposed transferee to own and
operate the Project in compliance with the terms of the LURA; and
WHEREAS, the Issuer has investigated the financial and managerial capability of the
Purchaser as the proposed transferee;
NOW THEREFORE, BE IT RESOLVED BY THE HOUSING FINANCE AUTHORITY OF
COLLIER COUNTY, FLORIDA:
Section 1. Consent to Disposition of Project. The Issuer hereby consents to the transfer
of the Project to Saddlebrook Apartments LLC effective upon the Closing Date, and subject to the
Agreement and this Resolution. As used in this Resolution, the term "Closing Date" shall mean the
date the Project is conveyed by Borrower to Purchaser by deed or other appropriate instrument.
Closing Date is currently expected to be February 14, 2013.
Section 2. Authorization and Approval of Assignment and Assumption of Land Use
Restriction Agreement. The form and content of the Agreement presented at this meeting and
attached hereto as Exhibit "A" is hereby authorized and approved by the Issuer. The Chair or Vice
Chair of the Issuer is hereby authorized to execute the Agreement and the Secretary or Assistant
Secretary is authorized to place the Issuer's seal thereon and.attest thereto, in the form presented at
this meeting, together with such changes, modifications and deletions as they, with the advice of
Issuer's Counsel may deem necessary and appropriate. Such execution and delivery shall be
conclusive evidence of the approval and authorization thereof by the Issuer.
Section 3. Delivery of Agreement. Issuer's Counsel shall deliver the Agreement upon
the satisfaction of the following conditions:
(a) All requirements for transfer contained in the LURA have been met.
(b) Payment has been made of all fees and expenses of the Issuer and its professionals.
Section 4. Further Actions and Ratifications of Prior Actions. The officers, agents and
employees of the Issuer are hereby authorized and directed to do all acts and things required of
them by the provisions of the Agreement and this Resolution. All actions heretofore undertaken by
the officers, agents and employees of the Issuer with respect to the provisions of the Agreement are
hereby ratified and approved. Without limiting the generality of the foregoing, the appropriate
officers of the Issuer are authorized to execute a Termination of Land Use Restriction Agreement
( "Termination Document ") in substantially the form attached as Exhibit B to the Agreement upon
receipt from Purchaser of an executed Termination Document,
2
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Section 5
passage.
2013
(SFAT .)
2/26/2013 16.D.12.
Effective Date. This Resolution shall take effect immediately upon its
ADOPTED at a Special Meeting called and noticed for this purpose this 13" day of February,
HOUSING FINANCE AUTORITY OF COLLIER
CO:ary TY, FLO A >
f
By:
D. Lind, Chair
3
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EXHIBIT "A"
FORM OF
ASSIGNMENT AND ASSUMPTION AGREEMENT
Packet Page -1963-
THIS INSTRUMENT PREPARED
BY AND RETURN TO:
Donald A. Pickworth, Esq.
5100 Tarniami TH N
Suite 103
Naples, Florida 34103
2/26/2013 16.D.12.
SPACE ABOVE THIS LINE RESERVED FOR
RECORDER'S USE
ASSIGNMENT AND ASSUMPTION OF
LAND USE RESTRICTION AGREEMENT
(Saddlebrook Village Apartments)
THIS ASSIGNMENT AND ASSUMPTION OF LAND USE RESTRICTION
AGREEMENT (this "Agreement ") is dated as of February 2013 (the "Effective Date" as
defined herein), by and among CEI /Kensington Ltd., a Florida limited partnership (the
"Borrower" under the Land Use Restriction Agreement defined herein), Saddlebrook Apartments
LLC, a Florida limited liability company (the "Purchaser "), and the Housing Finance Authority
of Collier County, a public body corporate and politic duly created and existing under the laws of
the State of Florida (the "Issuer ").
WITNESSETH;
WHEREAS, the Issuer has been created and organized pursuant to and in
accordance with the provisions of Chapter 159, Part IV, Florida Statutes, as amended (the "Act' ),
for the purpose, among others, of financing multi- family residential rental housing projects that
will provide decent, safe and sanitary housing for individuals or families of low, moderate and
middle income in Collier County, Florida; and
WHEREAS, the Issuer and Texas Commerce Bank National Association, as trustee (the
"Trustee "), entered into a Trust Indenture dated as of December 1, 1997 (the "Indenture "),
pursuant to which were issued by the Issuer its $4,900,000 Multifamily Housing Revenue Bonds
(Saddlebrook Project), Series 1997, (the "Bonds "); and
WHEREAS, the proceeds of the Bonds were loaned (the "Loan ") to the Borrower
pursuant to a Loan Agreement, dated as of December 1, 1997 (the "Loan Agreement ") for the construction
purpose of funding a ]� unit mulltif multifamily rental thoutsng development knownias� Saddl brook
and equipping of a 1
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Village (the "Project "), on the land located in Collier County, Florida described on Exhibit A to
the Land Use Restriction Agreement as defined herein; and
WHEREAS, the Issuer, the Borrower and the Trustee entered into that certain Land Use
Restriction Agreement dated as of December 1, 1997 and recorded in the Official Records of
Collier County, Florida at Official Records Book 2374, Page 2629 (the Land Use Restriction
Agreement, and hereafter, the "LURA "); and
WHEREAS, the LURA provides, inter alia, that during the Qualified Project Period, as
defined therein, the Borrower shall not enter into a Disposition, as defined therein, of the Project
without the prior written consent of the Issuer and the Credit Enhancer, as defined therein; and
WHEREAS, the Borrower and Purchaser have entered into that certain Real Estate
Purchase and Sale Agreement with Escrow Instructions dated as of February _, 2013 (the
"Purchase and Sale Agreement "), pursuant to which the Purchaser is to acquire the ownership of
the Project from the Borrower; and
WHEREAS, pursuant to the requirements of the Land Use Restriction Agreement, the
Purchaser has requested the Issuer to consent to the assignment of the Borrower's rights and
obligations under the Land Use Restriction Agreement and the assumption of such rights and
obligations by the Purchaser; and
WHEREAS, the Issuer has adopted a resolution consenting to the assignment and
assumption so requested and authorizing the execution and delivery of this Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants, promises and
agreements set forth herein, the receipt and sufficiency of which the parties hereby acknowledge,
the Borrower, the Purchaser, and the Issuer agree as follows:
Section 1. Definitions. All capitalized terms used in this Agreement and not otherwise
defined herein shall have the same meanings as set forth in the LURA, unless the context clearly
requires otherwise.
Section 2. Assignment of Land Use Restriction Agreement. The Borrower assigns to
the Purchaser all of the Borrower's right, title and interest in and to the LURA including, without
limitation, all of the benefits, duties and obligations of the Borrower under the LURA (arising or
accruing after the Effective Date), which assignment shall be effective as of the Effective Date.
From and after the Effective Date, Borrower shall have no liabilities or other obligations under the
LURA.
Section 3. Assumption of Obligations under Land Use Restriction Agreement. From
and after the Effective Date, the Purchaser hereby covenants and agrees as follows: (a) to pay and
perform all obligations and liabilities, accruing from and after the Effective Date, as and when due
under, and in accordance with the terms of, the LURA, whether now or hereafter existing, fixed or
contingent; and (b) to be bound by and comply with all covenants, agreements, conditions,
restrictions and limitations now or hereafter made by or applicable to the owner of the Project,
2
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pursuant to the LURA, and including the representations and warranties set forth in the LURA,
accruing from and after the Effective Date, including, without limitation, the restrictions concerning
the operation of the Project and the leasing of apartment units therein, The Purchaser's agreement
to assume, pay, perform, be bound by and comply with, all of the obligations, liabilities, covenants,
agreements, conditions, representations, warranties, restrictions and limitations referred to above
shall have the same force and effect as though the Purchaser had executed and delivered the LURA
as of the Effective Date. The Purchaser hereby assumes from and after the Effective Date, all
liabilities and other obligations of the Borrower under, and agrees to comply with and be bound by
all the covenants, agreements, conditions, representations, warranties, restrictions and limitations
contained in, the LURA.
Section 4, No Release of Borrower. The Borrower is not released from, and will
remain fully liable for the payment of all sums, if any, and the performance of all obligations,
arising prior to the Effective Date, under and in accordance with the terms of the LURA. Nothing
contained in this Agreement or otherwise will prevent the Issuer from pursuing concurrently or
successively all rights and remedies available to it pursuant to the LURA or at law or in equity and
against any persons, firms or entities whatsoever, and the exercise of any of its rights or the
completion of any of its remedies will not constitute a discharge of any obligation of the Borrower,
with respect to obligations arising prior to the Effective Date, or Purchaser, with respect to
obligations arising on and after the Effective Date, under the LURA or this Agreement.
Section 5. Representations and Warranties of Borrower. The Borrower hereby
represents and warrants to the Issuer as follows:
(a) The Borrower (i) is a limited partnership duly organized, validly existing and
in good standing under the laws of the State of Florida, and (ii) has all requisite power and
authority to enter into this Agreement and perform its obligations hereunder.
(b) To the best of Borrower's knowledge, there have been no amendments,
supplements or modifications to the LURA or to any other instruments or agreements to
which the Borrower is a party or by which it is bound and which relate to the LURA.
(c) The LURA is in full force and effect, and no material breaches, defaults or
defenses have been asserted in writing to Borrower, or to the best of Borrower's knowledge
are in existence under the LURA by any of the parties thereto (including the Borrower) and,
to the best of Borrower's knowledge, no facts or circumstances exist which, with the giving
of notice or the passage of time, or both, would constitute a material breach or violation of,
or default under, the LURA by the Borrower or any other party thereto. Notwithstanding the
representations and warranties made by the Seller pursuant to this Section 5(c), Seller has
received notice of the deficiencies and non - compliance issues set forth the in (1) that certain
January 25, 2013 letter from Bridget Tracy of First Housing and accompanying 2012
Annual Management Review, and (2) that certain Collier County Code enforcement Notice
of Violation date stamped January 2, 2013, a copy of which is attached as Exhibit "C"
hereto (collectively, the "Non - Compliance Issues ").
(d) To Borrower's knowledge, and other than with regard to the Non-
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Compliance Issues, (i) Borrower has complied with and fulfilled all of the requirements of
and has satisfied all conditions under the LURA, in connection with the transactions
described in this Agreement and all of the conditions precedent thereto as described in the
LURA, and (ii) Borrower has not received any invoice or statement that there are any fees
and other amounts payable to the Issuer under the LURA which are currently due and
payable or which have accrued but are unpaid.
(e) The execution and delivery by the Borrower of this Agreement, and the
compliance by the Borrower with all of the provisions hereof and of the LURA (i) are
within the power of the Borrower, (ii) will not conflict with or result in any breach of any of
the provisions of, or constitute a default under, or result in the creation of any lien, charge or
encumbrance upon any property of the Borrower under the provisions of, Borrower's
partnership agreement or any other agreement or instrument to which the Borrower is a
party or by which it may be bound, or any Iicense, judgment, decree, law, statute, order, rule
or regulation of any court or governmental agency or body having jurisdiction over the
Borrower or any of its activities or properties, and (iii) have been duly authorized in
accordance with the organizational documents of Borrower.
Section 6 Representations and Warranties of the Purchaser. The Purchaser
hereby represents and warrants, as of the date hereof, to the Borrower and the Issuer as
follows:
(a) The LURA has been reviewed by the Purchaser and its counsel. The
Purchaser is knowledgeable about the Project and has made an independent investigation of
all facts and circumstances deemed relevant to it in connection with the acquisition of the
Project and has reviewed and is familiar with all of the terms, provisions and conditions of
the LURA and all of the obligations thereunder which have been assumed in their entirety
by the Purchaser under this Agreement.
(b) The Purchaser has obtained all consents, authorizations and approvals from
all governmental agencies and other authorities necessary for its acquisition of the Project.
The Issuer approved the transfer of the Project to the Purchaser, subject to this Agreement,
at the Issuer's meeting of February 13, 2413.
(c) The Purchaser represents to the Issuer that:
(i) it has all requisite power and authority and all necessary licenses and
permits to own and operate its properties and to carry on its business as now
conducted, including, without Iimitation, its acting as owner of the Project;
(ii) it has full power, authority and legal right to enter into, execute and
deliver this Agreement and to assume and perform the obligations under the LURA,
and to engage in the transactions contemplated thereby;
(iii) it has the creditworthiness and the management ability to operate the
Project in the manner contemplated by the LURA;
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(iv) the correct legal name of the Purchaser is Saddlebrook Apartments
LLC, and it has been properly organized under the laws of the State of Florida and is
in good standing in such state as of the date hereof, and is legally authorized to do
business in Florida.
Section 7, Representations and Warranties of the Issuer. The Issuer hereby represents
and warrants, as of the date hereof, as follows:
(a) A copy of the LURA is attached hereto as Exhibit A. The LURA has not to
the best knowledge of the Issuer, without inquiry, been altered, supplemented, assigned,
modified or amended in any respect.
(b) The Issuer has received all amounts payable to it under the LURA and, to the
knowledge of the Issuer without inquiry, the Borrower is neither in default under or in
breach or violation of any other covenant or condition under the LURA. The Issuer has
neither given nor received, to its knowledge without inquiry, notice of any default under the
LURA.
(c) To the Issuer's knowledge (without inquiry), there exists no pending or
threatened action, suit, proceeding or investigation (and the Issuer is not aware of any basis
therefor) in any way related to or affecting the LURA in any court or before any arbitrator of
any kind or before or by any federal, state or local governmental entity, agency, bureau or
other body, including, without limitation, any action, suit, proceeding or investigation
questioning the exemption of interest on the Bonds from gross income for federal income
tax purposes or any action, suit, proceeding or investigation alleging a violation of any
federal or state securities laws or regulations.
Section 8. Additional Covenants. Purchaser additionally covenants with the.Issuer as
follows:
(a) The Purchaser hereby agrees to pay all fees, costs and expenses incurred
by the issuer (including, but not limited to, reasonable attorneys' fees, financial advisory
fees and credit underwriting fees) in connection with the preparation and delivery of this
Agreement and any other documents executed simultaneously herewith.
(b) Purchaser additionally covenants with the Issuer as follows:
(i) it acknowledges that it has acquired the Project subject to the
restrictions and limitations of the LURA. The Purchaser further agrees and
acknowledges that any subsequent transfer of the Project, or interests in the Project,
prior to the expiration of the Tenn of Agreement per Section 10 of the LURA, must
be approved by the Issuer pursuant to the LURA.
(ii) Purchaser acknowledges that it will, as part of the acquisition of the
Project, enter into an Assignment and Assumption of and Second Amendment to
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Extended Low - Income Housing Agreement among Borrower, Purchaser, and
Florida Housing Finance Corporation (the "Florida Housing Agreement ")) which
provides, among other things, for the monitoring of Purchaser's compliance under
the terms of the Florida Housing Agreement. Purchaser shall, promptly upon
receipt, provide Issuer with a copy of any and all reports, reviews, or any other
written communications it receives from Florida Housing or First Housing as
Compliance Agent under the Florida Housing Agreement. In addition, Purchaser
shall provide Issuer with copies of any notices of violation, or any other documents
in connection with any Collier County code enforcement proceedings.
(iii) it agrees to notify the Issuer sixty (60) days prior to any change in the
legal name, address, organization or structure of the registered entity constituting the
Purchaser.
(iv) Notwithstanding anything in this Agreement to the contrary,
Purchaser acknowledges (i) the existence of the Non - Compliance Issues as defined
in Section 5(c) hereof and (ii) Purchaser's receipt of notice of such Non- Compliance
Issues and agrees that it assumes all obligations, duties, responsibilities, and
liabilities for such Non - Compliance Issues and for the curing of such Non -
Compliance Issues to the satisfaction of Florida Housing and First Housing
Development Corporation on or before April 25, 2013.
Section 9. Assumption of Fees, Costs, Etc. The Purchaser acknowledges that for the
time period from and after the Effective Date, the Purchaser will be responsible for the payment of
all fees, costs and payments due in accordance with the LURA and assumed thereunder and first
arising during such time period, including, without limitation, all fees due and payable to the Issuer.
,Section 10. Authorization by the Issuer. Based upon the representations, warranties and
agreements set forth herein, and in material reliance thereon by the Issuer, the Issuer has authorized
the execution of this Agreement and hereby consents to the transfer of the Project to the Purchaser.
By executing this Agreement, the Issuer acknowledges that all conditions necessary for the approval
of the transfer have been satisfied.
Section 11. Authority. The signatories to this Agreement represent that they have the
requisite capacity and Authority to execute this Agreement and to assume the obligations referenced
herein.
Section 12. Notices, Any notices regarding this Agreement or the LURA will be
provided to:
Borrower: CEI/Kensington Limited
c/o Cascade Saddlebrook LLC
5055 Keller Springs Road, #400
Addison, Texas 75001
Attention: Ted Broadfoot
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2/26/2013 16.D.12.
And with a copy to: Riemer & Braunstein LLP
3 Center Plaza
Boston, Massachusetts 02108
Attention: Douglas K. Clarke
and
Lehman "tax Credit Advisor Inc.
c/o Lehman Brothers Holdings Inc.
1271 Avenue of the Americas
39`h Floor
New York, New York 10020
Attention: Joelle Halperin
To Purchaser: Saddlebrook Apartments LLC
625 Court Street
Clearwater, Florida 33756
Attn: Thomas C. Nash, II, Esquire
With a copy to: Macfarlane Ferguson & McMullen
625 Court Street
Clearwater, Florida 33756
Attention: Thomas C. Nash 11, Esquire
To Escrow Agent: First American Title Insurance Company
c/o Christopher Lachance
7360 Bryan Dairy Road
Suite 200
Largo, Florida 33777
Fax: (727) 549 -3422
To Issuer: Housing Finance Authority of Collier County, Florida
5100 Tamiami Trail North, Suite 103
Naples, Florida 34103
Attention: Donald A Pickworth, General Counsel
Section 13. Miscellaneous. This Agreement will be construed in accordance with
Florida law and will be recorded at Borrower's expense in Collier County, Florida. The recordation
of this Agreement is not intended to affect the priority of the LURA and the Purchaser specifically
agrees that the LURA is senior in status and priority to any other claims or liens against the Project.
In the event that any party should have to retain counsel to enforce the terms of this Agreement, the
prevailing party shall be entitled to recover their costs including a reasonable fee for the legal
services rendered on its behalf.
7
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Section 14. Effective Date, This Agreement shall become effective upon the recording of
a Special Warranty Deed conveying the Project to the Purchaser (the "Effective Date ").
Section 15. Termination. Upon termination of the LURA, the Purchaser and the Issuer
will execute and record a Termination of Land Use Restriction Agreement in substantially the form
attached hereto as Exhibit C.
Section 16 Successors and Assigns. This Agreement shall be binding upon, and shall
inure to the benefit of, the parties hereto and their respective successors and permitted assigns.
Section 17. Counterparts. This Agreement may be executed in counterparts, and all
counterparts together shall be construed as one document.
Section 18. Governing Law. This Agreement shall be governed by the laws of the State
of Florida, without regard to principles of conflicts of law.
Section 19, Incorporation of Recitals. The recitals set forth herein are true and correct
and are incorporated herein.
Section 20. Severability. If any covenant, condition, term, or provision contained in this
Agreement is held to be invalid by final judgment of any court of competent ,jurisdiction, the
invalidity of such covenant, condition, term, or provision shall not. in any way affect any other
covenant, condition, term, or provision contained in this Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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COUNTERPART SIGNATURE PAGE FOR
ASSIGNMENT AND ASSUMPTION OF LAND USE RESTRICTION AGREEMENT
(Saddlebrook Apartments Project)
IN WITNESS WHEREOF, the Issuer, the Borrower and the Purchaser have executed this
Assignment and Assumption of Land Use Restriction Agreement as of the Effective Date.
HOUSING FINANCE AUTORITY OF COLLIER
COUNTY, FLORIDA
Witnesses:
By:
Gary D. Lind, Chair
Printed Name:
Printed Name: [SEAL]
Witnesses: Attest:
Bv:
Printed Name:
Printed Name:
STATE OF FLORIDA
COUNTY OF COLLIER
George C. Mohike, Jr., Secretary
The foregoing instrument was executed and acknowledged before me this day of
February, 2013, by Gary D. Lind and George C. Mohike, Jr., as Chair and Secretary respectively of the
Housing Finance Authority-of Collier County, Florida, who executed the foregoing instrument and
acknowledged to me that they did such on behalf of the Issuer.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal the day and year in
this instrument first above written.
NOTARY PUBI.,IC —State of Florida
Personally Known
OR
Produced Identification
Type of Identification
Produced:
Print, Type or Stamp Commissioned
Name of Notary Public
My Commission Expires:
S -1
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COUNTERPART SIGNATURE PAGE FOR
ASSIGNMENT AND ASSUMPTION OF LAND USE RESTRICTION AGREEMENT
(Saddlebrook Apartments Project)
Borrower
CEI /Kensington, a Florida limited partnership
BY: Cascade Saddlebrook LLC., a Washington
limited liability company, its general partner
Witnesses:
Printed Name:
Printed Name:
STATE OF
COUNTY OF
Name:
Title:
The foregoing instrument was executed and acknowledged before me this _ day of ,
2013, by , as of , the , who executed the
foregoing instrument and acknowledged to me that he did such on behalf of the
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal the day and year in
this instrument first above written.
NOTARY PUBLIC — State of
Personally Known
OR Print, Type or Stamp Commissioned
Produced Identification _ Name of Notary Public
Type of Identification
Produced:
My Commission Expires:
S -2
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COUNTERPART SIGNATURE PAGE FOR
ASSIGNMENT AND ASSUMP'T'ION OF LAND USE RESTRICTION AGREEMENT
( Saddlebrook Apartments Project)
Saddlebrook Apartments LLC, a Florida limited liability
company
Witnesses:
Printed Name:
Printed Name:
STATE OF _
COUNTY OF
Name:
Title:
The foregoing instrument was executed and acknowledged before me this , day of ,
2013, by , as of , the , who executed the
foregoing instrument and acknowledged to me that he did such on behalf of the
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal the day and year in
this instrument first above written.
NOTARY PUBLIC — State of
Personally Known
Print, Type or Stamp Commissioned
OR
Produced Identification _ Name of Notary Public
Type of Identification
Produced:
My Commission Expires:
S -3
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EXHIBIT A
RECORDED COPY OF LAND USE RESTRICTION AGREEMENT
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EXIiIBIT B
FORM OF
TERMINATION OF LAND USE RESTRICTION AGREEMENT
This Termination of Land Use Restriction Agreement is executed as of by the
Housing Finance Authority of Collier County, Florida (the "Issuer ") and Saddlebrook
Apartments LLC , a Florida limited liability company (the "Current Owner ").
WHEREAS, the Current Owner is the assignee of that certain Land Use Restriction
Agreement dated as of December 1, 1997 as recorded in Official Records Book 2374, Page 2629
of the Public Records of Collier County, Florida, (the "Land Use Restriction Agreement "); and
WHEREAS, the Current Owner, by its execution hereof certifies, represents and
warrants to the Issuer that:
a. The Qualified Project Period as defined in the Land Use Restriction Agreement
ended on 20— and all conditions precedent to the Termination of the Land Use
Restriction Agreement have been fulfilled.
b. All payments of any amounts due under the Land Use Restriction Agreement
are fully paid and all obligations thereunder have been met. There is'currently no default under
the Land Use Restriction Agreement.
WHEREAS, the Issuer has authorized the execution and delivery of this Termination of
Land Use Restriction Agreement; and
WHEREAS, by execution of this Termination of Land Use Restriction Agreement by
both parties, the Land Use Restriction Agreement will be terminated as of the date of its
recording in the Official Records of Collier County, Florida
IN WITNESS WHEREOF, Issuer and the Current Owner hereby agree to terminate the
Land Use Restriction Agreement.
[SIGNATURES AND NOTARIES OF THE PARTIES]
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