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Backup Documents 02/26/2013 Item #16D12ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to originA document. The completed routing slip and original documents are to be forwarded to the County..ttorn c \ at the time the item is placed on the a,tenda. All completed routing slips and original documents must be received in the County Attorney Office o than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines #1 through #2 as appropriate for additional signatures, dates, and/or information needed. If the document is already co ete exception of the Chairman's signature, draw aline through romuting lines #1 through #2, complete the checklist, and forward to the Count Attorney Office. Route to Addressees (List in routing order) Office Initials Date 1. Jennifer B. White, ACA County Attorney Office Office located in HHVS Department JBW 2`24 j13 2. BCC Office Board of County Commissioners `�, "3\ Ax 3 3. Minutes and Records Clerk of Court's Office N/A PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above, may need to contact staff for additional or missing information. Name of Primary Staff Jennifer B. White Phone Number 239 - 252 -570 Contact / Department appropriate. (Initial) Applicable) Agenda Date Item was February 26, 2013 Agenda Item Number 16D 12 Approved by the BCC Does the document need to be sent to another agency for additional signatures? If yes, N/A Type of Document Resolution Zp Number of Original 1 Resolution with Attached Assignment and Assumption Affordable Documents Attached Exhibits A -D; Extra set Housing Density Bonus Agreement of Exhibits A -D PO number or account Please contact Attorney Don Pickworth number if document is (239 - 263 -8060) to coordinate the recording N/A to be recorded of both documents at his client's expense. *Pts. a vao ft +v c n E x "o- Sct op El 1.l i b . +s •ro Mir. R cI,C 't4-1 U3 Lit INSTRUCTIONS & CHECKLIST ovoc t-SS nc comet P to - NOTE: Ad&CMnge language was incorporated. The term "Ltd." was also inserted after the entity name "CEI/Kensington throughout the "Exhibit A" to the Resolution. This is not a material change..-- JBW, ACA � a.e w,_ oI&V A. � Q.a•e�o � t>�.� Q"d'd�"'"`P♦'�1 ''..�2Q. 1� I: Forms/ County Forms/ BCC Forms/ Original Documents Routing Slip W WS Original 9.03.04, Revised 1.26.05, Revised 2.24.05; Revised 11/30/12 Initial the Yes column or mark "N /A" in the Not Applicable column, whichever is Yes N/A (Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature? JBW 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information (Name; Agency; Address; Phone) on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be JBW signed by the Chairman, with the exception of most letters, must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike- through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the JBW ,$CAt. K)Dt.d- document or the final negotiated contract date whichever is applicable. ovJ 6. "Sign here" tabs are placed on the appropriate pages indicating where the Chairman's JBW sigiiature and initials are required. 7. In most cases (some contracts are an exception), the original document and this routing slip JBW should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forw to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aw our deadlines! 8. The document was approved by the BCC on 2126/13 and all changes made during the JBW meeting have been incorporated in the attached document. The County Attorney's Office has reviewed the changes, if applicable. 9. Initials of attorney verifying that the attached document is the version approved by the I JBW It BCC, all changes directed by the BCC have been made, and the document is ready for the Chairman's signature. �� NOTE: Ad&CMnge language was incorporated. The term "Ltd." was also inserted after the entity name "CEI/Kensington throughout the "Exhibit A" to the Resolution. This is not a material change..-- JBW, ACA � a.e w,_ oI&V A. � Q.a•e�o � t>�.� Q"d'd�"'"`P♦'�1 ''..�2Q. 1� I: Forms/ County Forms/ BCC Forms/ Original Documents Routing Slip W WS Original 9.03.04, Revised 1.26.05, Revised 2.24.05; Revised 11/30/12 16D12 RESOLUTION NO. 2013- 4 4 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. m0 �5M nr�n� 0)m= ;� 0o �nmm0. o0p��w C;L7fz�8 p N 0 X -< 7, (3 M <y) r 0 4w k oOrA� o mrv4�-- ;U w D?� -� O =mow mM n �rn n C n O C 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 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 16D12 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, 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 Saddlebrook 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. 2 1 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 Appr6 ,al;as to, fon Sufficiency" u,.0t d legal By: 9, -NZ) Jennifer . White, Asst. County Attorney 2�� 1i3 3 7Y COMMISSIONERS , FLORIDA Georgia A. Hiller, Esq. Chairwoman 16D12 EXHIBIT "A" TO COUNTY RESOLUTION FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT THIS INSTRUMENT PREPARED BY AND RETURN TO: Donald A. Pickworth, Esq. 5100 Tamiami Trl N Suite 103 Naples, Florida 34103 16D12 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 M PFACH 8, 2013 (the "Effective Date" as defined herein), by and between Saddlebrook Apartments LLC, a Florida limited liability company (the "Purchaser "), CEI /Kensington, Ltd. 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, sec . (the Florida Local Government Comprehensive Planning and Land Development Regulation Act) has enacted Ordinance 90 -89, entitled the Collier 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 16012 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 19, 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. 2 16D12 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 which the Seller is a parry or by which it is bound and which relate to the DBA. (c) The DBA is in full force and effect, and, except as set forth in the second sentence of this Section, no material breaches, defaults or defenses have been asserted in writing to Seller that have not been cured. Notwithstanding the representations and warranties made by the Seller pursuant to this Section 6(c), Seller has received notice of the 01 16012 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) certain Collier County Code Enforcement Notices of Violation, copies of which are attached hereto 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: 4 16012 (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. 5 16D12 (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 from 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 IL 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 2 16012 Seller: CEI/Kensington Ltd. 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 Il, 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 Attn: Jennifer White, Esquire 7 16D12 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] COUNTERPART SIGNATURE PAGE FOR ASSIGNMENT AND ASSUMPTION OF AFFORDABLE HOUSING DENSITY BONUS AGREEMENT (Saddlebrook 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. ATTES6I . BOARD OF COUNTY C MMISSIONERS OF DWI�IT,J3 BkOGK, :CLERK COLLIE COUNTY, F ORIDA By: By: t e 1 G OR LER, ESQ. C�2 a�,1an9S C WOM N signature only.._ Approval for Form and Legal Sufficiency: Jennifer B. White Assistant County Attorney S -1 16p12 COUNTERPART SIGNATURE PAGE FOR ASSIGNMENT AND ASSUMPTION OF AFFORDABLE HOUSING DENSITY BONUS AGREEMENT (Saddlebrook Apartments Project) Seller CEI/Kensington, Ltd., a Florida limited partnership By: Casca e SaVbbro LLC., a Washington imi bilny, its general partner By: Na �(t r� (?U-0 d" -,V Title: Z re6&1 Witnesses:` Printed Name: 1 �, L�'� OWL�i Name: 4.or' W(Se -14L, J STATE OF / ek Q 5 COUNTY OF Y Nva s The foregoing instrument was executed and acknowledged before me this -�2 7day of " , 2013, byL66notymn. , as 14uik pifedrK of &3 y0 the CIP , who executed the foregoing instrument and acknowledged to me that he did such on behalf of the t P IN WITNESS WHEREOF, 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 V am, Type or Stamp Commissioned e of Notary Public J ,pev,o;if. 114- My Commission Expires: lo7lgdal� . = S -2 JEANNIE M. SHIPLEY MY COMMISSION EXPIRES .9f ;FLT December 6, 2014 EXHIBIT A LEGAL DESCRIPTION OF PROJECT 160 1? 16D12 EXHIBIT B RECORDED COPY OF AFFORDABLE HOUSING DENSITY BONUS AGREEMENT 16D12 EXHIBIT C NON - COMPLIANCE ISSUES EXHIBIT D FORM OF TERMINATION OF AFFORDABLE HOUSING DENSITY BONUS AGREEMENT 1601L 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 defined 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. 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(A) r88 -Hx,# •...IEW.ure 601;: 16p12 EXHIBIT B RECORDED COPY OF AFFORDABLE HOUSING DENSITY BONUS AGREEMENT uta: 2262326 OR: 2374 PG; 2544 mlIn '� . ; M��K TIT1l U001111 is W 011ICIAG 1100101 of 0011111 Cow, 11 NIx 1111 VVQ9 Ia of 11/24/17 at 03:17111 DEW 1, HO, CUB AGREEMENT AUTHORIZING AFFORDABLE HOUSING pF.NSITY,ROIVLIS AND i�JAOSINS:SQ.YENAN'1's AM 16012 RESTRICTIONS L. ON E PROPERTY 1 THIS AGREEMENT is made as of the _. ( clay of be?rzjjr 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 contrect purchaser of a tract of real property described as (complete legal description) the West '/4 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 -way and the East 726.00 feet of the West V, of the Southeast '/4 of said Section 34 (The "Property"',. The legal and equitable owners include James R. , Trustee, It is the Developer's intent to construct a maximum of four hundred thirty- nfthirteen (13) units per gross acre on the The number of affordable Units two (202'),\repritsenting forty -six percent (46 %) a density bonus from the Affordable Housing Density by the Commission in bonus to the Developer authorizing the construction of two hundred and two (202) bomb Units on the Property, if the Developer agrees to construct affordable Units as specified in thi•; Agreement and the Developer covenants and agrees to use the affordable units only as rental property. NOW, THEREFORE, in consideration of the approval and granting of the density bonus of six (6) units per acre requested by the Developer art%! the benefits conferred thereby on the Property, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Developer and the Commission hereby covenant and agree as tbllows: 1. Recitals. The above recitals are true arsd correct and are incorporated herein by reference. 2. Developer Agreements. The Developt r hereby agrees that it shall construct two hundred and two (202) affordable Units which Units shall be rented in accordance with the terms and conditions of this Agreement 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 at %rdable Unit ( "Market -Rate Units ") shall eight (438) residential units (the "Units" -1 Property. The gross acreage o 11 two hund constructed by Developers tt� of the total number of resi enti 1 Unitssii B. In order to co at t e ni s, 1 Z a o Commission for the Prop id Er 1 !? Bonus Ordinance No. 90 -8v ich density roU. +— t; accordance with the strict limi idtls said C. The Commission is $O nfthirteen (13) units per gross acre on the The number of affordable Units two (202'),\repritsenting forty -six percent (46 %) a density bonus from the Affordable Housing Density by the Commission in bonus to the Developer authorizing the construction of two hundred and two (202) bomb Units on the Property, if the Developer agrees to construct affordable Units as specified in thi•; Agreement and the Developer covenants and agrees to use the affordable units only as rental property. NOW, THEREFORE, in consideration of the approval and granting of the density bonus of six (6) units per acre requested by the Developer art%! the benefits conferred thereby on the Property, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Developer and the Commission hereby covenant and agree as tbllows: 1. Recitals. The above recitals are true arsd correct and are incorporated herein by reference. 2. Developer Agreements. The Developt r hereby agrees that it shall construct two hundred and two (202) affordable Units which Units shall be rented in accordance with the terms and conditions of this Agreement 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 at %rdable Unit ( "Market -Rate Units ") shall 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 sole discretion. Within forty -five (45) 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 -99, as amended, are hereby incorporated by referenc< . Phrsing shall mean (a) the phased construction of buildings or structures in separate and distinct stages as shown on a PUD muster plan, subdivision master plan or site development plan; or (b) in developments where phast•d 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. CCU (2) e mon �i� Tit for the affordable Units shall be in accordance with the rent spe a attached App t dix , Exhibit A. The monthly rent may be increased each ye "dates s A omens to g as the rent does not exceed one - twelfth (1/12) of 3 pe e t 01 i p sen s 50 percent (for very low income), and 60 percent far ow income of a en a p tc -:�) edian adjusted gross annual income for the household ished annually by ^ �c�fe artment of Housing and urban Development for the area de the Naples an Statistical Area (MSA). The foregoing notwithstanding, any ren ordable housing unit rented to a low income or very low income family shall not exceed 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. Departtn•cnt 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 Appendix A. Exhibit C, which Exhibit shall be adjusted from time to time in accordance with any adjustments that are authorized by HUD or any successor agency. In the event that HUD ceases to publish an established median income as aforesaid, the parties hereto shall mutually agree to another 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 2 16012 N W .a. •v N �A t:.s. being 16D12 accomplished prior to a tenant qualified as an eligible family to rent and occupy an affordable housing unit pursuant to the affordable housing 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 levc I 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 rirector. 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 potential tenant shall apply to the developer, owner, manager, or agent to qualify as a low or very low income family for the purpose of renting and occupying an affordable itlg ?69,unit pursuant to the affordable housing density bonus program. The plie ffordable Housing Unit shall be provided by the Housing an UrJ ement Director sh wn in Appendix B, Exhibit A, Loa .s. attached to this Agreement and n orat y fereu a herei . cam ti rtifcation. No affordable N housing Unit in the devel pm n all rent a to a household income has not been verified and certified ordance with tht a and Ordinance No. 90-89, as amended, as a low or very low ily. Ten verification and certification shall ' R�� be repeated annually to assure continu lb (c) Income Verificetion. 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 return for the potential occupants (including the entir; household) may be used for the purpose of income verification, if attached to the Affordable Housing Applicant Income Verification form, which includes a statement to release information, tenant verification of the return, and a signature block with the date of application. The verification 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 W clays, provided it has been documented by the person preparing the original verification. After this time, a new verification form 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 heroin. 3 (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 certification form shall he executed by the potential tenant (including the entire household) prior ro rental and occupancy of (lie affordable housing unit by the tenant. Income certification shall assure that the potential occupant has a low or very low household income which qualifies the potential occupant as an eligible family to rent and occupy an affordable housing unit under the affordable housing density bonus program. The Affordable Housing Applicant income Certification farm shall be provided by the Housing and Urban Improvement Director as shown in Appendix Ii, 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 red, (iii) (i) the term rental amoan,e �'���x (v) the use of the a s; (vi) monitoring d e eme o inclu ing isqualification of tenant; and (vii) the rights o rations arties Random tion to verify occupancy in accordance with this Agree ` and Ordinance No. -89, as , ded, may be conducted by the Housing and Urban Improve O rector. (S) Dis i9c, inn the event that tenant qualification is not subsequently confirmed by the Housing an roan Improvement Director or his designee, then such tenant shall be required to vacate the i5ordable unit. If tenant vacation of the affordable unit is the resuit of an error, omission or wisrepresentation made by Developer, tenant shall vacate the affordable unit within thirty (30) days and Developer shall pay penalties as provided by the monitoring and enforcement prognun. If tenant vacation of the affordable unit is the result of a misrepresentation made by the tenant, tenant shall vacate the affordable unit within IS 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 n 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 mluired to insure compliance with Ordinance No. 90-89 or subsequent imendments thereto. The report shall be filed on or before September 4 16D12 t..s w .a b N .s. 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 fropi the due date shall result in a penalty of up to fifty dollars ($50.00) per day unless a written extension 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 progress, and monitoring report shall be in a form provided by the Housing and Urban Improvement Director. (7) Occupancy Restrictions. No Affordable i (nit 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 hen by 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 Q its units per acre x gross acreage► of -:- density bonus units, pursuant t ounty ousing Density Bonus Ordinance No. 90 -89. The Cornmisai f es that the 0J v ope may construct thereon, in the aggregate a maximum n bet of 4 8 u ' o the P ert ro Wed the Developer is able to secure building permit(s) tier uny. 4. Commissio4 eement. ruing to o WX Agreement, the Commission w acting through the Housing rban Improvemer or its successor(s) covenants and agrees to prepare and make to the any general information that it possesses regarding income timi atio =r�t ' L s�which are applicable to the ai %rdable Unit. 5. Violations and Enforcement a. Violations. It shall be a violation of this Agreement and the Collier County Affordable Housing Density Bonus Ordinance to rent, sell or occupy, or attempt to rent. sell or occupy, an affordable housing rental unit provided under the affordable housing density bonus program except as specifically permitted by the terms of this Agreement; or to knowingly give false or misleading information with respect to :my 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 design 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 Cormission by criminal enforcement pursuant to the provisions of Section 125.69, Florida Statutes, or by civil enforcement as allowed by law. 5 16D12 0 N W v .a+. N CID 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 shall be issued and sent by the Housing and Urban Improvement Director by certified return- receipi requested U.S. Mail, or hand-delivery to the person or developer in violation of the Ordinance. The Notice of Violation shall be in writing, shall be signed and dated by the Housing and 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 ten (10) days of the date of the Notice of Violation, and shall state that if said violation(s) is/are 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 date and 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, mu ne of the Housing and Urban Development Director, and date and time when th ��i Af Q fore the Code Enforcement Board. C, Certific ccupancy. In the e ��th the Developer fails to maintain the affordable units in rd c �tff. ent w h Ordinance No. 90-89, as amended, at the option c, the u tg r rtifieates of occupancy, as applicable, may be withhe 1 or of e i roved unit located or to be located upon the Property u * e entire project is full co . e with this Agreement and with Ordinance No. 90 -89, as 6. Assignment by Co iii o�titr�}�t ss� ion may assign all or part 0( its obligations under this Agreement to any o er nublic agency having jurisdiction o.er the Property provided that it gives the Developer thirty (30) days advance written notice thereof The Developer may not assign, delegate or otherwise transfer all or part of its duties, obligatwns. or promises under this Agreement to any successor in interest to the Property witliow the express written consent of the Commission, which consent may be withheld for any ream whatsoever. Any attempt to assign the duties, obligations, or promises under this Agreement to any successor in interest to the Property without the express writhen 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 Agreement 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: 6 161D 12 N CAP +i N .ate w To the Commission: Housing & Urban Improvement Dept. 2800 N. Horseshoe Drive Naples, Florida 34? 04 To the Developer: Richard Shaw, President Colonial Equities, Inc. 16200 Dallas Parkwa*, , Suite 190 Dallas, Tx. 13248 Any party may change the address to which notices are jo be sent by notifying the other party of such new address in the manner set forth above. 9. Authority to Monitor. The parties hereto ;wknowledge that the Director of Collier County Housing and Urban Improvement or his designer shall have the authority to monitor and enforce Developer's obligations hereunder. 10. Indemnify. The Developer hereby agree.: to protect, defend, indemnify and hold Collier County and its officers, empl s harmless from and against any and all including, claims, penalties, damages, los � enses, pro }u! fees, i g, without limitation, reasonable attorney's fees d litigation nod` dg ents arising out of any claim, willful misconduct or n lig e o omis, ion, o lia ility of any kind made by Developer, its agents or em, o ees ar si g t o it rd ntal to the performance of this Agreement. t` � 11. Covenants. g eveloper agrees t tl �Q s obligations hereunder shall constitute covenants, restrictio onditions w '1 1 run with the land and shall be binding upon the Property and agains r en having any ownership interest at any time and from time to time until this Agreement is terminated in accordance with Section 14 below. However, the parties agree that if Developer 4-artsfers or conveys the Property to another parson or entity, Developer shall have no further obligation hereunder and any person seeking to enforce the terms hereof shall look solely to Developer's successor in interest for the perfor" of said obligations. 12. Recording. This Agreeernent shall be recorded at Developer's expense in the official records of Collier County, Florida. 13 Entire Agreement The parties hereto agree that this Agreement constitutes the entire Agreement between the parties hereto and shall inure to and be binding upon their respective heirs, successors, and assigns. 14. Termination. Each affordable housi;tg 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 frfteei, (15) years from the date of issuance of a 7 l4oiz N cra .P N CJ� t77 0 Certificate of Occupancy for such unit. After fifteen (15) years this Agreement may terminate upon a date mutually agreed upon by the parties and staiad in writing. 15. Modification, This Agreement shall be modified or amended only by the % rinrn 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 affordable 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 rental of affordable units. d. The affor g units�l lopment shall he identified on all C� building plans submitted t th and der.cribcd 'n t e Developer Application for Affordable Housing Densit B 9j__1 C. The from, the market rate dwell*,knits to the with, and not segregated f. The footage, construct f► gn of the affordable housing units shall be the same as mark T lling unit;: C, fey elopment. All physical amenities in the dwelling units, as described in tb en (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 market 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 unit; are the same within each phase and provided that in no event may a market rate unit or affordable unit in any phase contain physical amenities less than those describet? 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 Il being the remainder of the property. However, the second phase (298 units - normem portion of the site) will commence construction following an approval of an amended PUD, Phase 1 will consist of 140 units 800/9 low income at 600i., of the area median income and 20% at very 8 �1 N w .as b c� N M low income at 50% of median income (southern portion of the development). Phase If will consist of 298 units with 62 affordable units (60 units at W.,6 of the area median income) and two (2) units at 60% of area median income. This agreement will become effective as to Phase I concurrent with Developer's closing on the purchase of the southern portion of the Property, and will further become ef:ective 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, tk.n staff will return to the Board of County Commissioners with a new affordably housing agreement as to either or both portions of the Property that failed to close. However, this agreement will supersede any previous Affordable Housing Density Bonus Agreement approved for this parcel. 18. Disclosure. The developer shall not disclose to persons, other than the potential tenant, buyer or lender of the partic Ift �j using unit or units, which units in the development are designated as sing uni!'' 19. Consistency. Th' dement and Mthoriz development shall be consistent with the Growth Mana, in effect at the time of Agreement and to the type of affordable housing for the development. to the extent d the amount of aiW� ns of Collier County that are Id policies shall apply to this in conflict with the number, ;ing density bonus approved 20. Affordable Housing Densl ` velopmcnt Agreement, This Agreement is a distinct and separate agreement from development agreements as defined by Chapter 163.3220, 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 construed in accordance with the laws of the State of Florida. 23. Further Assurances. The parties he; eto shall execute and deliver, in recordable form if necessary, any and all documents, certificates, 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 have caused this Agreement to be executed as of the day and year first above written. I'1 16D12 N 4� b N N A*ST: BOARD OF COUNTY COMMISSIONERS tQMdHT E. BROC K, Clerk COLLIER COUNTY, FLORIDA > � By, j TIMJTHY L. HANCOCK, Chairman u iX1,V97 DEVELOPER Witnesses (2): CEl /KENSINGTON, LTD. by: COLONIAL EQUITIES, INC., its General Partner By:_ Riciiard Shaw, President Witnesses (2): COLONIAL EQUITIES, INC. By' - - �icliard Shaw, President U Wi (2): HOUS(N ACH CORPORATION n e' AR9 C• tZuSCN^^Ar� (" ling it Approved as to form and legal sufficiency: (; Heidi F. Ashton -- Assistant County Attorney STATE OF ) ss. 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., General partner of CEI/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: 10 Notary Public 16D12 N W N SJ7 twU STATE OF ) ss. COUNTY OF ) The foregoing Agreement Authorizing Affordable Housing Density Bonus And Imposing Covenants And Restrictions On Real Property was acknowledged !afore me by Richard Shaw, President of Colonial Equities, Inc., on half of the Corporation. He +.s 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 su-a ) The foregoing Agreement Authorizing Affordable Hous ;ng Density Bonus Axyd Imposing Covenants And Restrictions On Real Property was acknowledged before me by RichadblMident of Housing Outreach Corporation on half of the Corporation. He is personally known to me or has WITNESS my hand 0 dcial seal this My Commission Expires: n � t J"nddkbrkptldenWmw ~E CIR�� I 1997. Public am "LMN MV =MMM 00aN It lOttl 16D12 O N W �i Seib N �s t.7U 16012 Appendix A, Exhibit A RENTAL NUMBER OF AFFORDABLE HOUSING UPITmciHrnWTHLY BASE RENTS NUMBER OF UNITS BASE RENT Single Multi Single MFuamily Family Family Family LOW INCOME Efficiency 0 0 _ - --Q- -- i Bedroom 0 0 _ --0 2 Bedroom 0 96 0 r _61.Q- 3 Bedroom 0 _ 16 _ 0 703 4 Bedroom 0 0 0 -- TOTAL 0 ..14 --- VERY LOW INCOME Efficiency i Bedroom 2 Bedroom 3 Bedroom 4 Bedroom TOTAL (1) (2) (3) (4) (S) r.�. Base residenti" in this development 7 units /acre. Gross acreage +33.79 Maximum number of affordablc, housinq density bonus units allowed in this deve6lopm nt pursuant to Section 7 Ordinance 90 -89. /acres. Gross residential density oC this development (including affordable housing density Bonus units) _ 3 units /acre. Percentage of affordable un'�ts pledged by the developer (a■ a percent of the total number units in the development) 46 %. + Routs ere net of utility allowauces. Water and sewer utilities provided in listed rent levels. Page 1 of 4 w AAA 0 sit _ G7 0 %7n N c.r� 0 Base residenti" in this development 7 units /acre. Gross acreage +33.79 Maximum number of affordablc, housinq density bonus units allowed in this deve6lopm nt pursuant to Section 7 Ordinance 90 -89. /acres. Gross residential density oC this development (including affordable housing density Bonus units) _ 3 units /acre. Percentage of affordable un'�ts pledged by the developer (a■ a percent of the total number units in the development) 46 %. + Routs ere net of utility allowauces. Water and sewer utilities provided in listed rent levels. Page 1 of 4 Appendix A, Exhibit B Section 7, ordinance No. 90 -89, 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 rants for low and very low income households in Collier County. The affordable housing density bonus rating system shall be used to determine the amount of the affordable housing density bonus which may be granted for a development 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 cr)mmissioners 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 afforda)le housing units (owner- occupied or rental, single - family or multi - family, where applicable) to be provided, Table A. Then, referring again to Table A, choose , / rooms proposed for the affordable housing unit n affor ousing density bonus rating based on the h ld income Lev d the number of bedrooms is shown in ab After the affo a u rating has been determined in Table A, c e i s e , an determine the percent of that typ 'Q ff r a 1 s g u t proposed in the development co ( are t be lling units in the development, From t determination Ta 1 will indicate the maximum number of re tial dwelli i r gross acre that may be added to the b ensity. Th ional residential dwelling units per gro a are the m affordable housing density bonus (AHDB) ava . opment. Developments with percentages of affor s its which fall in between the percentages shown on Table B receive an affordable housing density bonus equal the lowez of the two percentages it lies between plus 1 /10th 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 dwellinc, units as affordable housing units, and which has an affordable housing density bonus rating of "four" will receive an affordable housing density bonus (AHOB) 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 B, the affordable housing density bonus for each type of unit shall be added to those for the uther type(*) to determine the maximum affordable housing density bonus available for the development. In no event shall the affordable housing density bonus exceed eight (8) dwelling units per gross acre. Page 2 ;if 4 1 ado na c.� .s+r N v+ o, D12 Appendix A, Exhibit B AFFORDABLE $OUBING D*N83TY_BnNUS RATING SYSTEN TABLE At AFFORDABLE HOUSING DENSITY BONUS RATING LEVEL jBj'$ OF 88DROOMS /UNIT OF HOUSEHOLD EF INCOME MEFICIENCY 2 &W OR MODERATE (OWNER - OCCUPIED, 0 1* 1* SINGLE- FAMILY) LOW (OWNER - OCCUPIED OR RENTAL 2 3 4 SINGLE - FAMILY OR MULTI- FAMILY) VERY LOW (OWNER OCCUPIED OR RENTAL, SINGLE - FAMILY OR MULTI- 3 4 5 FAMILY) *For cluster housing developments in r -he Urban Coastal Fringe, add 1 density bonus to obtain 2. TABLE Bi �� BNBITY BONUS .w lammme Armin AFFORDABLE HOUSING 0 1 `i 3 0 3 �© 5 4 4 7 5 6 please calculate your density bonus in the space provided below. Attach additional pages if necessary. Density Bonus was previously calculated at the time of approval of Saddlebrook Village PUD. Page 3 of 4 16D12 N W N L7+ v+ '. Appendix A, Exhibit C INCOME AND RENT LEVELS FOR THE LOW AND MODERATE INCOME Pursuant to the Affordable Housing Density Bonus Ordinance, No. 90-89, moderate income is 81 °io to 100% of the median income, low income is 51 % to 80°, * of the median income and very low income is less than 50% of median income. Pursuant to the Impact Fee Ordinances, adopted by the Board of County Commissioners, December 16, 1992, moderate income is 61 % to 80% of the median I,icome, low income is 51 % to 60% of the median income and very low income is less than 50% of tile median income. MEDIAN INCOMI' 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 UTILITY ALLOWANCE 52 95 137 162 RECD ��I TF.S jreVn ONE BEDROOM pFHFA) FOUR BEDRO The Florida Housing Finance A en calculates to a in the State Apartment T C it (LIHTC) programs. The Incentive Loan (SAIW and th o -1 a ing A. 1 ilit co ts' provided from the County's rents given below are based o 19 7 t ' Co liar County Housing Section 8 Rental Assistance tog w s r 829 930 Authority. (7) 525 HOUS STS BASED ON /o F COME 429 483 530 582 ONE BEDROOM EDROOM Tl FOUR BEDROOM UNIT UNIT 1< r ��� 100% 962 1,15 - -''`��1,334 924 1,067 1,481 1,190 800/0 770 60% 577 693 800 893 50% 481 578 667 744 UTILITY ALLOWANCE 52 95 137 162 16D12 N w .o. N a.so a,. 00 ALLOWABLE RENT WITH UTILITIES DEDUCTED , ONE BEDROOM TWO BEDROOM THREE BEDROOM FOUR BEDRO UNIT [:NIT UNIT UNIT 100% 910 1,060 1,197 1,325 800/0 718 829 930 1,028 60% 525 598 663 731 50% 429 483 530 582 Revised 2/97 r/density bonus Page 4 of 4 16D12 N w .o. N a.so a,. 00 in DeVe APPWWIx c ble Housing Density Bonus r.s w v N Too— &J" t0 , r r r " Appendix C Developer Application For Affordable Housing Density Bonus 6 0 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, 2800 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. I. Please state what zoning districts are proposed by the applicant, if any, on the property and the acreage of each; zzistina soninA to be retained. Saddlsbroolc_.PUD LS 'R Cpl j in 2. Has an applicatio e zoning �,� quested conjunction c.s with the affordable u �,! d city bon +is 'P Yes If yes, state date f li a i and if the a cs request has been ap o ed, state th -d na number 3. Gross density of roposed dev-3 t. 13 units /acre. Gross acreage of the ment. 33.79 acres. 4. Are affordable housing density bolus 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 ?hag' Applicant; Phase II, Outreach Housing Corpora ion. Page i of 3 Appendix C Developer Applioation For Affordable Housing Density Bonus 6. Please complete the following tables as they apply to tho proposed development. nwelo ent TABLB Y ��•� uLMber ot O�its_in - �.--- Type Of owner y„{t Rental Rlgd Efficiency 0 0 One Bedroom 130__ - -1-- -- Two Bedroom 242 0 66 Thre• Bedroom ° — other Bedroom -� TOTAL 438 ° TABLE It MODERATE INCOME Efficiency 1 Bedroom 2 Bedroom 3 Bedroom Other TOTAL Lc1i aer \Pr�gposyd Use for s.r it Bonus Units __.0 ---A- �0 0 0 _0 — 0 0 r Owner 4223Ried 0 0 0 0 0 0 LOW INCOME 0 0 o Efficiency 0 ---- 0 1 Bedroom 0 0 n 2 Bedroom 98 o _ filA 0 3 Bedroom 16 _ o Ina ° Other 0 ..— ° 0 TOTAL 114 0 0 • Net of utilities. Water and newer utilities provided in listed rent levels. Page 2 of 3 16012 ?a N W .o• N J" an . a Appendix C Developer Application Por Affordabla Housing Density Bonus SABLE Ii (Continued) Total Number of Proposed Use for Affordable Units Density Bonus in Development Units Rental owner Rental " owner g� occupied VERY LOW INCOME Efficiency D_ . _ o ----s i Bedroom 4_ 0 449 "'0 2 Bedroom _ 34 _ 0 St��--- -'9 - -- 3 Bedroom 8 _ 4 - —S70- - 0 _.... 0 Other U 0 TOTAL 88 0 0 7. please provide a physical K C FIV by type of unit (moderat bedrooms. Include in description, footage of each typ oP u fl r 'o e unit (carpeting, ti e, v n l )' appliances provided Yi refrigerator; bathro enities, su n of the affordable units come) and by number of r xample, the square in s sod throughout the d w treatments; ashen, stove, ing exhaust fans; and any other amenities as cable. At;.ardditional pages. T�F S. Please supply any other in a ion which would reasonably be needed to address this request for an affordable housing density bonus for this development. Attach additional pages. *Not of utilities. Water and sewer ul:ilities provided in listed rent levels. Page 3 of 3 16D 1 P r,s w vs• N a+ SADDLEBROOK AFFORDABLE UNITS Response to item #7 of Appendix C, Physical Description 16D12 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 All of the units will be carpeted throe � >ception 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 mage, dispel and a refrigerator with an icemaker. A utility room will contain Hill 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. V !V W �J .a. V%.s w cn is APPENDIX 0 Page 1 of . ►. TUC PALM i ; L;C" DXSCRII TION ' A p ftd 6f , ww; In $dot[= 34, Towiddp 49 S East, • C.bdieiGo�y,• ' •moM psrdcularfy dadabed u t C,omuw*-at tb� &a> WW;cmiw of the Wert V2 of the WAsW 114 of Soodw 34, 'rovvWWp 4O - ' 26 East, nm 1189°43' 1 '' dam. of 726.00 do" naa a diftm of 50,00 fed Of &*min& tboom tmi s dWtaaoe of 479.5` feet, NC10�'01'11"S a ¢lstaooe of a to the pout of amtm of� owrre coaastre . nih 97.61 hd elM the wo of said O rlo0 b w* a t*diu of 120-00, fed. a . aogiq of 27'ST44 ", a about dWmoob 4 %.64 fed and a ohcatd 6 0� of tttWl wr.. tettoe nm N Z7`36'33"W "s< otl 1" %7; 4-D-M- omw ,of a aim cone t heft a radio of .200.00 heat, a ,�pq�djbf 27032'1S", a ` � of 9S.W that ad a •. oiaxd beiwRi�' ��ir±1 o"��R1�i s �o�int.of �., � rroo�' ar"W a dilaim,of 316. S142 a �f 13.72 AK *Am 16. `'39"81 dietaooe of roa N00'04' 46 S' 1,6 t#ser: dmmm nm ;bl@'X9!S i �e 1t dfat�ooe of ' 1fi1.1� : MnZ'�"w tier' tb�atoe no n i"10'� 0.V% i 37.92 boot; thane? dbtmm of A*4. tbaw no �3'2T3 s a o of �Patiel 2.' 4 otw, mm oc is k subje d to aasametds; ro'bictlonat end . M Aft v` i..•` , 31ptida 144. 1543 t�foMlj►.. atiid:D@W 'iY01 $as! T,4gdes, Florida' 34113 ;i zw 'adw, - vilf - �1-, Ar- 7-15 7 TAR 1 2 :31 I mono mom M.0 16D12 EXHIBIT C NON - COMPLIANCE ISSUES 16D12 fth FIRST HOUSING S[i VCt INnMCS COME /,A »CL 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 Saddlebrook 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 @firsthousingfl.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 compliancereporting @firsthousingn.com compliancereview @0oridahousing.org This letter will serve as notice to you, that pursuant to Treasury Regulation Statutes 1.42- 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 order for 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 EForne OnjCe: 1G7 s,uth 7Tll�wAp rsue Tamp t, FL 33606- 1 (81 3) 289 -94 1 G Fax Cc13) 2 89 -55*0 assn want Raviovr Summary Sheet MbtiageY. Natde/ PrnpeRy :NartfeBridAddfesa::;:;:;:;:;:•: :• �:• .t4pe�. ! fi�IB�: �: �: �: �: �: �: �: �: �: �: �: � ::;:;:;: ::::;:DatAOJ;Revi�w:;:; Manager Saddlebrook Village 8685 Saddlebrook Circle Naples, FL 34104 HC 1998 -504C December 28 2012 Trps 4tR1'! :TypisOf P�bperty: Initial C� Annual It of this review 8 = Follow -Up 0 of thls Follow -Up Review Date of Orl inal Review FDIC MFRB S.A.I.L. HC HOME AHL I ph; geRiafK:A9ePt N8 }i1d Address :: : : : ::: : ::: : ::: : ::::: : : X Deanne Davis, Vice President Compliance and Internal Audits Pinnacle Family of Companies 2600 Lake Lucien Drive, Suite 300 Maitland, FL 32751 :if:of kJttits :'Ii1S a tetf Piles ; • E a d' : % FIiCB: Total: 140 Total: 30 28 20% ' Occupied: 126 occu led: 2e • : # of Bitidirigs:iil:91e, Pro Vacant: 14 Vacant: 2 Residential: 8 Non - Residential: btvrfet 'ritet t:Neme a:: Set -Asi �tequitetnent(s):; Larry Goodman President, Pinnacle Equities 5055 Keller Springs Road, Suite 400 100°/P 60% Addison, TX 75001 A;:Exar+ii+iatiop:of ecorcfs s: :fit :s »conmenti :B:Aibitiiiis "ra0 P+ticetiDres 5 i °a m.tu 1. Tenant Files and Records 2. Applications and Processin X X X 1. Tenant Selection & Orientation 2. Maintenance Program 3. Security Pro ram X X X 3. Rents 4. Verifications of Income 5. Income Certification /Recertification X X X 4. Vacancy & Occupancy Date of Review 5. organization and Su ervision 6. Staffing X X X 6. Leases 7. Next Available Unit Documentation 6, Tenant Programs & Services R 9. Tenant File Discrepancies 10. Public policy Options 11, Rent Rall K X X NIA X 7. Office Hours 8. Operating Procedures and Manuals 9 Training . 10. Advertisin 11. Affirmative Fair Housing Marketin Plan X X X X N/A 12, Program Reports 13. Regulatory Agreements LURAIEUA 14. Utility Allowance X X X 12. 13. 14. ''.•. . . :PFt�isicatlDs�ieciion:: : eC.S. :::;:;:•: Miscellaneous Items P,.P ed Eq.ipp ,, Bee 001sposals WE 1. 2. 3. 4. 6_ 7. Community Room /Clubhouse R X 7. 6. Ceiling, Fan�sl Bedrooms & Living Area R X 6. 9. swimming Pool R X 9. 10, Laundry Hook-ups & Space for Washer /D 11. 1 2. R X 10. 11. 12. 13, Exercise Room wl Appropriate E ui ment R X 13. 14. 15. Heating & Air Conddionin 16. 17. 16. Cable TV Hookups R R X X 14. 15. 16, 17. R 18. Com uter Lab 19. X l 19. 20, Solar Screens on all Windows 21. 22. R X 20. 21. 22. 23. Gated Community wlCarded Ent or Securit Guard R 23. 24, Lockable Exterior Storage Space R X 24. 25. 26. 27. 26. 2 Bathrooms in all 3 Bedroom Units R X 25. 26. 27. 28. Two or More Parkin Space s R X Pape 1 of 2 16012 • atla of 'view: 'e : Namei:•: �: �: � :•:�;;,;,;,;,;,;;;,;,;,;,;;;•:• Pro ambers :.•.•. dlebrook Village 1998 -504C December 28, 2012 Rb 'itn7t d ' QCYIOt► Cl)R' See U Comments Exterior Items Inspected Comments visual inspection s Exterior Walls X X 1. Occu led Unit Inspection X X 2. Vacant Unit Preparation X Exterior Painting _. , _ „ __ X X Gutters and Downspouts 4. On -Site Office Administration Drives, Parking Lots, Paving 8 Curbs EXX X 5. Use of Community Space X Walks, Steps, Guardrails, Ramps X _ :.; :e:e birnndni�d []hirwniaiioris • : . r. Fences, Walls, Gates Ele Balconies, Fire Escapes indows, Screens 1. Surrounding Neighborhood is: Prosp erous Average Plantings Depressed 8 Drainage Systems Lighting X X 2. This condition is expected to: Improve Stay the Same X 14. Decline Jote. items marked with an "R" are required by the Land Use Restriction Agreement/Extended Use Agreement tl • ' $: • :Pro OCtfh:CPmpr+di[Ee:. S U See Comments 1. Examination of Records X Yes 2. Administrative Procedures X X X X No 3. Physical Ins ection unknown Follow -Up Review Required Yes 8 No e Response Required Yes X 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 February 25, 2013 Florida Housing Finance Corporation no later than: ry First Housing (Agent) (Signature) Brid et Tracy (Name) Compliance Agent (Title) Janua 25 2013 (Date) Saddlebrook Village /Pinnacle Equities (Property /Company) (Signature) Larry Goodman (Name) President (Title) (Date) Page 2 of 2 16D12 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 Exterior Walls The exterior walls throughout the property are soiled. The breezeways are also soiled throughout the property. 5, Drives Parking lots Pavines and Curbs The parking areas and roadways throughout the property have oil stains and broken patches of pavement and potholes throughout. 6. Walks Stems 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 - compliant e 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. 16D12 Notice of Non - Compliance Annual Management Review Saddlebrook Village Page Four Visual Inspection 1. Occupied Unit Inspection 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 # Deficiency iving room. The light fixture above the sink in the bathroom 1206 The blinds were broken in the l 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 due 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. Physic allnspection 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. CONFIDENTAIL 16012 Case Number: CESD20120018057 Date: December 27, 2012 Investigator: Heinz Box Phone: 2392522970 COLLIER COUNTY CODE ENFORCEMENT RECErVEO by CORPORATE OFFICE 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 �,,. Location: Unincorporated Collier County Zoning Dist: PUD Property Legal Description: 3449 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 taws and Ordinances, Chapter 2, Article IX, 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 04-41, as amended, Section 10.02.06(B)(1)(a) 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 sectlon 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 certificate(s) 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($). Did Witness: unpermitted dumpster enclosure (fence around dumspter) at this location—expired permit# 2003010813 never co'ed ORDER TO CORRECT VIOLATION(S); 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 FI C� N DENTAI L 16012 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 Development Plan, Insubstantial Channo M Rlto navainMnant Plan. and VarlanGam elnnn with navrnant of Irnnar1 fame, and anv now nr n1d/Nandlnn tame rnmiln A fnr 7tnnmvnl. CONFIDENTAIL 16D12 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 violatlon(s) of the following Collier County Ordinance(s) and or PUD Regulations) 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, parch, 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. All 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, corbeis, 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 all 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 CONFIDENTAIL 16012 Report / 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: �7 Invzffigator Signatur 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 permit, 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. CONFIDENTAIL 16012 . Residential Property Maintenance Inspection Report / Order to Correct Code of Laws and Ordinances Location: Date:July 05, 2012 Case #CEPM20120009999 Investigator: Ralph Bosa 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 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. Overall Comments:Obtain necessary permits (If Applicable) and fix the stairs and the damaged calling in building number, 8645, 8635 and 8625. CONFIDENTAIL 16D12 Case Number. CEPM2111 1 ooD0766 DaW January 24, 2011 Invesdgator: Carmelo Gomez Phone: 2392522971 COLLIER COUNTY CODE ENFORCEMENT NOTICE OF VIOLATION owner. CEIIKENSINGTON LTD C/O COLONIAL EQUITIES INC 16200 DALLAS PKWY STE 190 DALLAS, TX 752488920 Location: 5640 Saddlebrook CIR Un4:5101 Naples, FL Unincorporated Collier County Zoning Dlst: PUD Property Legal Description: 34 49 26 COM AT SW CNR OF BE 114, N SOFT, 389DEO E 94.33FT TO POB, N 01.27T. Ni6C 226.80FT, N T32.20FT TO PT O Folio: 298120307 N C pursuant to Collier County Consolidated Code Enforcement Regulations, Collier County Code of Laws and Ordinances. Chapter 2, Article IX, you are notified that a violations) of the following Collier County ordinance {s) and or PUU Regulatlon(s) exists at the above - described location. Ordlnance)Code: Responsibilities of Owners of Nonresidential Structure, Vacant BUIldiings, Vacant Structures, and Vacant or Unimproved lots. Collier County Code of Laws and Ordinances Chapter 22 Buildings, Artiele VI Property Maintenance Code, Section 22- 241(i)(Q Ali owners of nonresidential swctures, vacard buildings, vacant structu= and vacant or unimproved lots shall comply with the Following requirements: {1) Nonrasidentlal strtidu�: f. Every inside and outside stairway, every pond, and every appurtenance thereto shall be conswcten t: 1) safe to use and capable : supporting the load that normal use may cause to be placed thereon, and it shall be maintained in sound cond tion and repair.: Violation Status - Recurring DESCRIPTION OF CONDITIONS CONSTITUTING THE VIOLATION[S). Did witness: BUILDINGS 8640 AND 8660 HAVE STAIRWELLS IN DISREPAIR pRpI =R YO CORRECT VIOLA IOAi S Yo- u are directed by this Notice to take the following corrective action(s): Initial Inspection Maintenance 1. Must comply with any and all corrective action requirements noted on the Non- residential Property Inspection Report I Order to Correct ON OR BEFORE: 0212312011 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 Lines up to $1000 per day per violation, as long as the viola on remains, and costs of prosecution. INQUIRIES AND COMMENTS SHOULD BE SERVED BY: DIRECTED TO CODE ENFORCEMENT 2800 North Horseshoe Dr, Naples, FL 34104 a s.v fig-' Inv s #iga #or Sign ure f Phone: 239 252 -244D FAX, 239 252 -2343 Carmelo Gomez Signature and Title o1 Recipient Printed Name of Recipient Date � r 02:00 16D12 Case Numb& CEpM20j0o017365 Status Open Date &lime Entered 08/20/2010 2.31 PM CRSe Type Property Maintenance Entered By' Shirley Garda Priority Normai Date a &Time Closed Jrtspeeta r Carmelo Gomez �'— 3uslsdittiDn Co111er County Code Enforcement RropBrty. Valuation $0.00 prigln CompTelnt Detailed Description Fdnapitated Ts a safety Tssue with this stairwell at the bldg 86de and 6040. The bade stairwell Is brokent for people who walk under and on Ch8 stairs• these are apartments and 8 safety hazard the landlord won't fix It -Locetiori Comments saddle Brook ° 7° Add new or To link a location to t11rs Lase, enfer•Tocatton information below. ,{fit ew will suggest �j 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 defined 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] 16D12 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 w/ Exhibits 16D12 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 16D12 Section 5. Effective Date. This Resolution shall take effect immediately upon its passage. 2013 (SEAL) At By GE ADOPTED at a Special Meeting called and noticed for this purpose this 13h day of February, HOUSING FINANCE AUTORITY OF COLLIER CO:ary 4LLin A By: hair 3 16D12 EXHIBIT "A" FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT THIS INSTRUMENT PREPARED BY AND RETURN TO: Donald A. Pickworth, Esq. 5100 Tamiami Trl N Suite 103 Naples, Florida 34103 16D12 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 loan to enable the unit multifamilyrrental thousing development known asp and equipping of a 1 Saddl brook 16D12 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, 16D12 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- 3 16D12 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 license, 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, 2013. (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 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 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; 4 1601p (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 Term 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 16p12 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 R 16012 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 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 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. 16D12 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] M COUNTERPART SIGNATURE PAGE FOR 16012 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: Printed Name: Printed Name: Witnesses: Printed Name: Printed Name: STATE OF FLORIDA COUNTY OF COLLIER LN Gary D. Lind, Chair [SEAL] Attest: go George C. Mohlke, Jr., Secretary The foregoing instrument was executed and acknowledged before me this day of February, 2013, by Gary D. Lind and George C. Mohlke, 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 PUBLIC —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 16D12 COUNTERPART SIGNATURE PAGE FOR ASSIGNMENT AND ASSUMPTION OF LAND USE RESTRICTION AGREEMENT (Saddlebrook Apartments Project) Borrower CEI /Kensington, a Florida limited partnership Bv: 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 WHEREOF, 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 16D13 COUNTERPART SIGNATURE PAGE FOR ASSIGNMENT AND ASSUMPTION OF LAND USE RESTRICTION AGREEMENT (Saddlebrook Apartments Project) Saddlebrook Apartments LLC, a Florida limited liability company in 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. Personally Known OR Produced Identification — Type of Identification Produced: NOTARY PUBLIC — State of Print, Type or Stamp Commissioned Narne of Notary Public My Commission Expires: S -3 16012 EXHIBIT A RECORDED COPY OF LAND USE RESTRICTION AGREEMENT 16012 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 defined 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]