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AHAC Agenda 08/15/2023Collier County Affordable Housing Advisory Committee (AHAC) AGENDA Growth Management Community Development Department Conference Rooms 609/610 2800 N. Horseshoe Dr., Naples, FL 34104 August 15, 2023, 9:00 AM AHAC MEMBERS Steve Hruby, Chair Commissioner Chris Hall, BCC Liaison Jennifer Faron, Vice Chair Arol Buntzman, Member Mary Waller, Member Todd Lyon, Member Gary Hains, Member Paul Shea, Member Hannah Roberts, Member Thomas Felke, Member Andrew Terhune, Member COLLIER COUNTY STAFF Jamie French, Department Head, GMCD Michael Bosi, Director, Planning & Zoning Jaime Cook, Director, Development Review Cormac Giblin, Planning Manager, Development Review Sarah Harrington, Interim Director, Housing Policy & Economic Development Derek D. Perry, Assistant County Attorney, County Attorney's Office Donna Guitard, Management Analyst I, GMCD Julie Chardon, Operations Support Specialist II, Operations & Regulatory Management Kevin Summers, Mgr., Technical Systems Ops, GMCD (via Zoom) NOTE: ALL PERSONS WISHING TO SPEAK ON ANY AGENDA ITEM MUST REGISTER PRIOR TO SPEAKING. ALL REGISTERED SPEAKERS WILL RECEIVE UP TO THREE (3) MINUTES UNLESS THE TIME IS ADJUSTED BY THE CHAIRMAN. DURING COMMITTEE DISCUSSION, COMMITTEE MEMBERS MAY ASK DIRECT QUESTIONS TO INDIVIDUALS. PLEASE WAIT TO BE RECOGNIZED BY THE CHAIRMAN AND STATE YOUR NAME AND AFFILIATION FOR THE RECORD BEFORE COMMENTING. IF YOU ARE A PERSON WITH A DISABILITY WHO NEEDS ACCOMMODATION IN ORDER TO PARTICIPATE IN THIS MEETING, YOU ARE ENTITLED, AT NO COST TO YOU, THE PROVISION OF CERTAIN ASSISTANCE. PLEASE CONTACT THE COLLIER COUNTY FACILITIES MANAGEMENT DEPARTMENT. ASSISTED LISTENING DEVICES FOR THE HEARING IMPAIRED ARE AVAILABLE IN THE COUNTY COMMISSIONER'S OFFICE. 1. CALL TO ORDER & PLEDGE OF ALLEGIANCE 2. ROLL CALL OF COMMITTEE MEMBERS AND STAFF 3. APPROVAL OF AGENDA AND MINUTES a. Approval of today's agenda b. Approval of July 18, 2023, AHAC Meeting minutes. 4. INFORMATIONAL ITEMS AND PRESENTATION a. Golden Gate Golf Course - Rural Neighborhoods Update (S. Kirk) b. Styx Co. Golden Gate Inn Letter of Support (S. Harrington) C. LGAO (Local Government Area of Opportunity) Applicant Presentation (S. Harrington) a. NuRock Acquisitions LLC i. 80 Units: 80 Units between 33% - 60%AMI ii. Immokalee iii. Affordability Period of 99 years b. National Development of America, Inc., Casa Juan Diego i. 52 Units: Units at 60%AMI and 10% of Units at 33%AMI ii. Immokalee iii. Affordability Period of 99 years c. National Development of America, Inc., St. Agnes Place i. 56 Units: 90% of Units at 60%AMI and 10% of Units at 33%AM I ii. Naples iii. Affordability Period of 99 years d. McDowell Housing Partners, Ekos at Golden Gate i. 96 Units: 15.6% of Units at 30%AMI; 9.4% of Units at 50%AMI; 46.9% of Units at 60%AMI; 28% of Units at 80%AM I ii. Naples iii. Affordability Period of 99 years d. Affordable Housing Monitoring Spreadsheet/ Map (S. Harrington) 5. PUBLIC COMMENT a. Persons wishing to speak must register prior to speaking. All registered speakers will receive up to three (3) minutes unless the time is adjusted by the Chairman. 6. DISCUSSION ITEMS a. AHAC- Revised Work Plan Overview (S. Harrington) b. Housing Forum Workshop Dates (S. Harrington) C. DSAC/ AHAC Committee Update (S. Harrington) d. ADU Update (M. Bosi) e. Surtax Update Recent Activity (S. Harrington) f. Live Local Update Recent Activity (S. Harrington) 7. STAFF AND COMMITTEE GENERAL COMMUNICATIONS 8. NEW BUSINESS 9. ADJOURN 10. NEXT AHAC MEETING DATE AND LOCATION: September 19th 2023, at 9:00 AM Conference Room 609/610 - Growth Management Community Development Department Co Ie-r COUnty Growth Management Community Development Affordable Housing Advisory Committee Attendance Roster — Date: August 15, 2023 AHAC Members **Must have (6) members for a quorum** Commissioner Chris Hall: Present Gary Hains: Present Stephen Hruby: Present Thomas Felke: Present Jennifer Faron: Present Andrew Terhune: Via Zoom Mary Waller: Present Hannah Roberts: Present Todd Lyon: Present Paul Shea: Present Arol Buntzman: Via Zoom Staff Members James French Department Head, GMCD Sarah Harrington Director, Economic Development & Housing, GMCD Derek Perry County Attorney's Office Cormac Giblin Manager, Planning, GMCD Jaime Cook Director, Development Review, GMCD Michael Bosi Director, Planning & Zoning, GMCD Julie Chardon Staff Liaison, Operations & Regulatory Management, GMCD f}te " i i c cc� ✓ tidtad J3"i Co -jer County Growth Management Community Development Sign -in Sheet (Public) August 15, 2023, AHAC Meeting Please Print NAME REPRESENTING PHONE NO. 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Qz E 0 a w (") J `C�l�' ~wz F`- C ~Ow�C z�LU Uz yy UJ to h O �� oc [ _ Od ULU � ' cc Z OU co © 03 w0 00Q U CL f w LL 0 w w w H O w m H w 0 w w a. 0 U w J LL all z E CV 4-0 cc cu 0 c ai E L CD s A a a CD Lu CD I�- � O � Z w = w _' LU U m w W U- F h 00 � � J Q r CLU o r- cn C13 w LU luu 0 U) CC a00 to o cn�� CC LU 0 Lu Zwz QOOZ a �" ac Q0 I=w V o �- �-- Cl CD w p 000O Q rn LL O0 LU H � Lu o:Z LUn¢ 0 Cf) LU Lqm © Z cm_ F J U W � UW in 0 1_ 0 uw GC � 2 d O 5- Lu 0 � r 0a C'3 €r w� ¢© 0 m LU w Q� W 4 O LU x 0 CO m Gu LU R �C/) u¢ CO F-� w 75;z O0 UO 0 m m a—u- w O n 0o 0 "] �Cc � 0 LL wrr (nw roc F- 00 LL � O � z O LL ¢ U n� o0 n< w 0 2�: 0 w U) LU T n O 0) z CO U7 w _U) UJ00 oF- U ca a. a uj W F LL O t- LL W w 0 w m F- W O U- 0 LU L1 -j ICL Q W d J a July 18, 2023 MINUTES OF THE COLLIER COUNTY AFFORDABLE HOUSING ADVISORY COMMITTEE Naples, Florida, July 18, 2023 LET IT BE REMEMBERED, the Collier County Affordable Housing Advisory Committee, in and for the County of Collier, having conducted business herein, met on this date at 9 a.m. in REGULAR SESSION at the Collier County Growth Management Community Development Department Building, Conference Room #609/610, 2800 Horseshoe Drive N., Naples, Florida, with the following members present: Chairman: Steve Hruby Vice Chairman: Jennifer Faron Arol Buntzman Thomas Felke (via Zoom) Gary Hains Commissioner Chris Hall (Excused) Todd Lyon Hannah Roberts Paul Shea Andrew Terhune (via Zoom) Mary Waller County Staff Members Present: Ed Finn, Deputy County Manager Jamie French, Department Head, GMCD Cormac Giblin, Planning Manager, Development Review, GMCD Sarah Harrington, Interim Dir., Housing Policy & Economic Development,GMCD Mike Bosi, Director, Planning & Zoning, GMCD Derek Perry, Assistant County Attorney Jaime Cook, Director, Development Review, GMCD Julie Chardon, Ops Support Specialist II, GMCD Kevin Summers, Mgr., Technical Systems Ops, GMCD (via Zoom) Kristi Sonntag, Director, Community & Human Services Division, PSD Donald Luciano, Assistant Director, Community & Human Services Division, PSD July 18, 2023 Any persons in need of a verbatim record of the meeting may request a copy of the audio recording from the Collier County Growth Management Department. 1. CALL TO ORDER & PLEDGE OF ALLEGIANCE Chairman Hruby called the meeting to order at 9 a.m. 2. ROLL CALL OF COMMITTEE MEMBERS AND STAFF Ms. Harrington called the roll call and said committee members Felke and Terhune are participating via Zoom. A quorum of eight was present in the boardroom; two joined via Zoom. [The pledge of allegiance was recited.] 3. APPROVAL OF AGENDA AND MINUTES a. Approval of today's agenda Chairman Hruby said he'd like to add an item to the agenda, an update from staff on the discussion the AHAC had at the last meeting, when the county manager provided background about the property disposition policy. He wants a discussion on the status and next steps. He'd like to add that as 4.d., an Update on Policy on Property Disposition. Ms. Waller made a motion to approve the agenda, as amended The motion was seconded by Mr. Planning Commissioner Shea. The motion passed unanimously,10-0. b. Approval of June 20, 2023, AHAC meeting minutes Ms. Waller made a motion to approve the June 20, 2023, meeting minutes. The motion was seconded by Vice Chair Faron. The motion passed unanimously,10-0. c. Approval of April 7, 2023, Strategic Plan Subcommittee meeting minutes Chairman Hruby made a motion to approve the April 7, 2023, Strategic Plan Subcommittee meeting minutes. The motion was seconded by Vice Chair Faron. The motion passed unanimously,10-0. Chairman Hruby announced that anyone who wishes to speak on any agenda item must register prior to speaking. They will get up to three minutes, unless the time is adjusted by the chair during discussion. Committee members may directly question speakers. Please wait to be recognized by the chair and state your name and affiliation for the record before speaking. If you have a disability and need accommodations to participate, you're entitled to assistance at no cost and can contact the County Facilities Management Department. Assisted -listening devices for the hearing impaired are available at the County Commissioner's Office. 4. INFORMATIONAL ITEMS AND PRESENTATION a. Styx Companies presentation (Ryan Hyler and David Tuttle) Mr. Hyler detailed a PowerPoint presentation: • We're here to talk about the potential conversion of the Golden Gate Inn to workforce and attainable housing. We've had this property under contract for a week, so we're very early on in our planning and development phases, but wanted to present our business 0► July 18, 2023 model, overall concepts, why we were attracted to the property, and ask for your support. • We've had multiple meetings with county officials, the county manager and met with Commissioner Saunders because this is in his district. • What we typically look at in any market for workforce and attainable housing is the idea of a missing middle. In many situations, you have everything from homeless to emergency shelters on up to subsidized affordable housing, along with market rent and market home buying situation. But there always appears to be a gap in between the affordable and the market rate. We try to fill the void between those two areas. • We've done several similar hotel conversion projects in South Carolina and Florida. In Florida, most of our projects were in the greater Orlando area. • We focus on hotel conversions and converting the existing hotel -room footprint into studio apartments. Our typical rental units range from 250 square feet to about 450 square feet, the square footage for this building. • We completely renovated the property, everything from all new electrical, fire - suppression systems and any life -safety equipment that's needed. • We use Class A finishes — granite countertops, stainless -steel appliances — and the only sacrifice is square footage compared to any project built from the ground up. We have professional onsite management and maintenance, pools, fitness center, yoga studio, dog parks and dog -washing stations. • In Orlando, we completed five buildings and demand has been through the roof. We've been 100% pre -leased by opening day. On our busiest Saturday, we had 57 move -ins. That shows there's a huge need for folks who want to live on their own. They typically have a hard time finding something at an attainable price point without long commutes from where they work, or having to live in a group housing and roommate situation. We work to fill that void. • What we see in Collier County's demographics is a need for small living units for people looking for independence. A huge benefit that we typically include is utilities, cable, internet, and a valet trash service. You put your trash can outside your door and they pick it up and take it away. All services are included, so there are fewer barriers to entry. You don't have to do credit checks and security deposits for utilities. • People looking for an apartment of this type are typically relocating for a job or trying to get out of a living situation, so having reduced barriers to entry is very attractive to residents. • What we've seen with having smaller units in Collier County and other markets is that 77% of all owner -occupied housing is a one- or a two -person household and 60% of renter -occupied housing are one- or two -person households. There's a disparity between rental units and the number of people living in those units, which limits affordability. • When you have to have roommates, you have to look for units that are much larger than you typically want or need. • Within 10 miles of the downtown Naples CRA, there are 17,000 rental units today. Only 299 are studios, so 2% of the rental market is a studio that would even come close to meeting the 80-120% AMI rental rate. For a one -bedroom, it's 32%, so it's slightly better, but 60% of the entire renter base is one- or two -person households, so you have a lack of inventory, a limited supply for people relocating to the county. • Where do hospital residents, traveling nurses and the essential workforce, from teachers to EMS, live? For people trying to transition to independence, whether moving out of their parent's home or leaving after a bad breakup or a bad roommate situation, where do they go? There aren't options here today. • A challenge we've identified is that new construction does not meet the bill. To develop this type of product and build on a smaller square footage, what you're looking for is density to meet affordability. On a cost -per -square -foot basis, the denser you get, the July 18, 2023 more expensive it is to build. To build the same product from the ground -up, there's no way it's economically feasible without a public subsidy and still meet an attainable rental rate. • The taller you get, the more expensive it gets per square foot and the more expensive a unit is. Typically, when you see a new high-rise built, it's the most expensive product in the market because it's so expensive to build. • Other factors impacting affordability are impacts of regulation, including the costs of timing. From the time you go under contract to design, permitting and changes, it can be about 40% of the total development cost. By taking an existing building, that greatly increases the amount of time spent on the front end and helps bring down overall development costs, which then impacts affordable rental rates. • When we started looking at doing all studio projects, which we call micro units, we found a ULI study that surveyed renters in micro apartment studios and in traditional multifamily. It showed why people were choosing to live in this type of project: location, price and the ability to live alone. • When people are trying to transition to independence or relocate to a new job market, you need those options to fill a void, that middle market. • There are other market -based solutions, but they're not ideal. You have situations where people are living in poor housing conditions or, as was done here, unpermitted renovations or that weren't done to code, which creates significant life -safety issues. • You end up with people who have longer commute times than they want and their transportation cost goes up, making it more of a housing burden. Or they end up with roommates and a lack of independence. • We created an idea of affordability that does not sacrifice quality and provides the same amenities other projects have. • We go through the same screening process for residents, including income verification, credit checks, background checks, etc., so you know everyone has undergone the same screening process and it's a safe place for everyone. • We do not allow any short-term rentals, Airbnb's or sub -leases because we found the quality of the project and community quickly degrades. Mr. Tuttle detailed a PowerPoint presentation: • We purchased a Red Roof Inn in Kissimmee, about four miles from Disney World's gates and at the time, you probably wouldn't want to be there after dark. Even though there was brand new development nearby, this property was falling into disrepair and there wasn't a market for it. • We transformed the old Red Roof Inn, with its dirty pool and dirty grounds. It's been well received by the market, our residents and the government, which has held events there to highlight what can happen in Kissimmee. • Others have done conversions, but not to this level. Our philosophy is we're place - makers and we want to create a community where people have a place they're proud to live, can be safe and have everything a Class -A property offers, but it's just a smaller unit that's more affordable. • [He showed before -and -after photos of a rundown hotel room and the renovation.] We've got full -height cabinets, all stainless -steel appliances, a full-size dishwasher, a convection microwave oven and a two -burner range. Other projects just put in a hot plate in the kitchen. That was their answer to a range. • There are a lot of cabinets due to the kitchen layout. We learned people don't necessarily use cabinets for kitchen items. Sometimes they store sweaters and other items there, so providing more cabinets has been a benefit. • We used a $450 Ikea wall unit that provides shelving and a desk. 4 July 18, 2023 • Some people set up the unit with a bed, some with a fold -out sofa, others have a dining room suite, and one had a bed and a grand piano in 400 square feet. • We pride ourselves on creating a community and having events for our residents to really connect with them and make them proud of where they live. • We provided granite countertops, new plumbing, washers and dryers on site using an automated, cashless system using a card or a Smartphone. You can replenish your card or your phone account when you need to wash or dry clothes. We have cameras in the laundry room to make sure everything's safe and more than an adequate number of washers and dryers to ensure everybody can do their laundry. • We offer full -workout fitness centers. This was once two units. We originally designed it with one and quickly realized it wouldn't be the right size fitness room for our residents, so we converted the other room and combined them into a first-class fitness center. • We offer an office and clubhouse. Residents have access to this during normal operating hours. They can hang out, work on their computer, meet with friends, or we have community events there. Mr. Hyler and Mr. Tuttle continued detailing the PowerPoint presentation: • Even a working chef who also cooks at home said in an Apartment.com review that he appreciated the kitchen's convenience. For someone accustomed to living in a single- family, three -bedroom house with a 1,200-square-foot kitchen, you may think this is small, but it's good enough for a chef. • Nearly all our properties were 100% pre -leased by opening day due to demand. • On the day we had 57 move -ins, our team set up tents outside, handed out Chick-fil-A biscuits, checked in residents and they moved in. That's quite a feat. • In Florida, we've identified several markets and are excited about the Golden Gate property, which is probably the best we had so far, especially with the interaction and what the county does. • Because this is early in the process, we don't have an architectural rendering. • In a property in South Carolina with old architecture, we're building a new pool and outdoor cabana area and tearing up part of the asphalt to create a dog park. • In many of our projects, we partner with local artists and incorporate murals, the Instagram-type thing. We find that it helps build a sense of pride for residents who live there. • We did a historic project and kept the original paint peeling off brick to give the unit character. During questioning by AHAC members, the following points were made: • Styx is underwriting between 80% of AMI up to about 100% of AMI, so rents at the Golden Gate property would be about $1,400 up to $1,560 per month. • They thought they'd have a younger target demographic but found at their properties that residents range from age 18 to 78. • ULI studies backed up that age range, saying that attracting a large demographic builds a stronger community. • Styx doesn't target a specific group. We market our property and set affordable rental rates. People apply and whoever qualifies moves in. • Styx is trying to fill a gap and not focus on multi -family. We built a model around the smaller missing middle. There's a huge gap here. Multiple gaps may need to be filled, but there's a huge gap for a smaller product at a lower price point. • Turnover for multifamily units is about 50% yearly, but ours are a bit less. • A few options are available, and we include utilities, cable, intemet, water and sewer, so residents don't have to put down those deposits. July 18, 2023 • We ran into a problem with the power company and even though it's not required by building code, they require you to have individual electric meters, so if we run into that here, electric may not be included. Vice Chair Faron said she has a conflict of interest with this project. She's involved with an organization that also made an offer on the Golden Gate Inn, so she can't make recommendations or vote. Her broader role here is to welcome new projects and she welcomes this one and has some questions. During questioning by AHAC members, the following points were made: • Styx found that due to the pandemic, many people prefer to live alone because they're uncertain what a roommate has been doing outside the unit. • Affordability is important and ULI studies show people are willing to give up square footage if an apartment is close to work, affordable and they won't have to share space with a roommate. • Styx has found no negative impacts from COVID, just benefits. • In Kissimmee, the apartments house many hospitality workers, police officers, EMS, firefighters and others who aren't required to work from home or who don't have that ability. • From the time of approval through construction of the first building, they expect a 12- to 14-month timeline, and they'd finish the whole project within 18-19 months. • They believe they'd have to seek a zoning amendment but are working with staff to determine what's needed. Vice Chair Faron called it a beautiful project and congratulated them on what they've done so far. Planning Commissioner Shea asked if they need to make a change to go from hotel to multi -unit residential. Mr. Bosi said the current PUD only allows 98 individual units. They're looking to convert 220- 230, so it's a density issue, a PUD issue and a GMP issue. There are ongoing discussions with (attorney Rich) Yovanovich and after this meeting, he's meeting with Rich and (Managing Assistant County Attorney) Heidi Ashton. Rich has a proposal he wants to discuss with us. We have no specifics now. Mr. Hyler said we're in the overall fact-finding stage. A discussion ensued and the following points were made: • Federal Fair Housing Laws mandate that you can only limit occupancy to two heartbeats per bed. We'd allow two residents, what the county ordinance allows. • Two roommates can rent one unit, or a parent and child, or a couple. • Only about 12% of our units have more than one occupant. • Slightly over 20% of residents have pets. • Mr. Lyons noted that NCH has a program at the former Super 8 near Cracker Barrel that's been attractive to staff, from clerical to frontline nurses, physicians, and bicoastal employees. This is typically what they can afford. They converted hotel rooms, have a shared kitchen and it's desirable, including for couples. • Mr. Lyons said he's excited to see this project. • Chairman Hruby called it a niche business model that's needed, particularly for people like NCH or employees in the hospitality industry. He believed it would do well and called it a beautiful, first-class operation. • An investor looked at the Kissimmee property and called it seedy, but Mr. Tuttle told him R1 July 18, 2023 that once they're finished and he'd let his own daughter live there if she worked at Disney World. That's our litmus test. Would we let our children live here? The answer is absolutely yes. • If an AHAC member wants to tour the Kissimmee property, they can arrange that. • Across Styx's portfolio in every county and municipality, market rents for this square footage and product type fall between 80-100% AMI. • When you get to 120%, there are viable alternatives. That's a limiting factor. • Collier County's AMI is so high compared to the rest of the state. The market takes care of 120% AMI. Those rents wouldn't be achievable for this product. • Ms. Waller called it a very nice project. Mr. Bosi said we're trying to figure out whether this can move forward without or with a GMP amendment. We know we need a slight modification to the Code of Laws, which has a minimum housing standard of 250 square feet for the first and 200 for each additional. We will have to make an exception. We want to keep the standard, but we want to create an escape hatch, an exception that would allow this to move forward without attaining the 450 square feet. Chairman Hruby said they don't want to change it across the board but make it geared to this type of one -bedroom studio apartments. Mr. Bosi said it would be very narrowly crafted. Chairman Hruby asked the AHAC if they want to sanction this and opened it up for discussion. Planning Commissioner Shea said we definitely need to go forward with it. Chairman Hruby said he'd entertain a motion to support this project. Vice Chair Faron said she's recusing herself from the recommendation. Ms. Waller made a motion to recommend approving the Styx Companies' renovation of the Golden Gate Inn into studio apartments. The motion was seconded by Mr. Buntzman. The motion passed unanimously, 9-0; Vice Chair Faron recused herself. Chairman Hruby told Mr. Tuttle and Mr. Hyler that they have AHAC's support. Please come back and give us a progress report as you're moving along. Mr. Hyler said they'd return when they have renderings and floor plans to show them. Chairman Hruby said he'd love to see the Kissimmee apartments. Thanks for all your work on affordability. Mr. Hyler asked Ms. Harrington if she could coordinate a trip to Kissimmee. Action Item: Staff was asked to coordinate a trip to allow an AHAC member to see The Teale - Kissimmee Studio Apartments. b. List of county -owned surplus land (S. Harrington) Ms. Harrington told the AHAC. • The county worked closely with the Real Property Division to bring this forward. • Attached are details and information about five surplus county -owned properties: Camp Keais ; the Hussey property; Port of the Island, also known as the old hotel property; Orchid Cove, which is part of Port of the Islands; and 17 acres near Bayshore. These are the five properties the county manager listed at the June 20t' meeting. • Applicable notes and helpful information is included. A discussion ensued and the following points were made: • Financial considerations means that for the county's portion of that property, what the county has spent on the property at this point in time. 7 July 18, 2023 • If the county paid $388,444 for demolition of the old hotel and another $1,239.80 as part of the deed process, that's the minimum amount of money that would have to be reimbursed to make the county whole for that six -acre property if the county wanted to sell that property. • Due diligence review for affordable housing includes evaluating a property to determine the potential for affordable housing there. By putting this information in AHAC's hands, it would hopefully open the doors for developers to see this information and bring proposals forward for the properties. • The properties are visible to the public and developers. Changes to state law this year require that this list be brought to the Board of County Commissioners at least once yearly for review during a public hearing. It's scheduled to go to the BCC this fall. The list is also required to be on the county website. • The county has brought the property forward to a few developers to make them aware and told them if they're interested to contact us and let us know about a proposal. They'd then be invited to present to the AHAC. • Everything on this attachment is available for review on the county website. • Due diligence means the Camp Keais property was purchased by the county in 2021 for about $13.5 million for a variety of county uses. The county Facilities team is currently looking at that property to see if it makes sense for parks, the water plant, sewer plant, and housing. • A portion of that property and portions of all others on this list are available for affordable housing. Mr. Bosi told the AHAC. • He was on a Zoom call with Facilities and a planning firm that's being retained to explore the market viability of industrial flex -space affordable housing and as a potential relocation for the county fairgrounds. • They're going through the process of determining whether to retain that firm to conduct a market study to see if there is demand for those uses and if they'd be justified in the future. • They would then craft a Growth -Management Plan Amendment to lift the property out of the Rural Land Stewardship Area program and create a PUD that has that mix of land uses. • They're actively taking steps and working through the environmental due -diligence process, which, as we've learned from the Golden Gate Golf course, is essential to have early on. During a discussion, the following points were made: • There are some environmentally sensitive areas in the 1,000 acres. It was an old farm field, so that's why environmental due diligence is being conducted, but there are some wetlands and areas we'd have to set aside. However, there is a considerable yield in terms of what could be developed within that property. • The current County Fairgrounds property is 55-60 acres. They want 100 acres, only one - tenth of the property; the rest would be available for other uses. • The perspective is that development has grown and encompasses the fairgrounds. If it moved to the Camp Keal property, it's more in line with the fairgrounds' agrarian purpose and would be more isolated from existing Estates -owned lots, where the fair results in many compliance issues, such as noise violations. • The Sheriff's Office expressed interest in the old hotel property in April 2022, but has since determined it wouldn't serve their needs. It's on this list to show you there were other entities looking at it. E:3 July 18, 2023 • The Port of the Islands old hotel property is ready for development proposals. The county has made developers aware, so if they're interested and it would work for them, we'd be happy to listen. • Orchid Cove also is ready for proposals. • The process is that proposals are brought to the BCC and they will be asked which they're interested in putting out to bid. It's similar to what was done with the Bembridge property and the Golden Gate Golf Course. • The AHAC can send a recommendation to the BCC. These proposals usually go to the board in October and will come to the AHAC before that. • The Hussey property is located behind the county landfill. Ms. Roberts noted that transportation costs increase the farther we get people away from their jobs and then the strain on our infrastructure also is worse. Do we have access to that employment information? Mr. Giblin said the county took the employment data from the Census, which has a mapping tool that allows you to plug in a site and it will calculate the employment in certain areas, with a range and hourly wages. That's available to the public. Mr. Bosi told the AHAC. Staff is very aware of those concerns, the spatial relationship between where we'd be placing affordable housing and where employment opportunities are. We know that must be tightened. We don't want 30- to 45-minute commutes for residents who are challenged due to housing costs and availability. That only exasperates the problem. That's information we would provide as we move forward and detail the justification. We'd be able to identify employment opportunities within a three-, five- and seven -mile radius of any proposed location. Ms. Harrington said affordable housing ties in with economic development, taking into consideration where housing is placed operative to where employers are. A discussion ensued and the following points were made: • Growth is occurring closer to this property and there's been concern about the placement of the property. As the county is growing, growth is occurring closer to the property, which would make it a more viable project. • There is still development going on in the east and in undeveloped areas in the future for housing, businesses and industries. We need to think 20-30 years ahead and make sure we don't have the same problem 30 years from now by changing the regulations or growth management. The county is starting to do some of those things in the eastern part of the county. Mr. Bosi told the AHAC. The Rural Lands Stewardship Program is the only provision within our Growth Management Plan that mandates inclusionary zoning. That means that every town and village that comes out of the planning process must set aside 2.5% of the gross acreage of that town or village and entitle it at a minimum of 10 units an acre. The county has the opportunity for the right of first refusal. The language says it will be made to available to the county or other affordable housing providers in the county as a first opportunity to purchase those properties at a set fixed price and then we can put out RFPs and develop partnerships in terms of how we want to move forward. The concept is that we're going to be able to reserve in perpetuity, not 30 years. If the 9 July 18, 2023 county controls it, we can have it in perpetuity and know that over time, it's going to be valued. • As you see within the development of Ave Maria, it hits economy as it scales a wider range of goods and services, and economic opportunities are developed. Affordable housing is a necessary piece to be able to ensure there's always linkage in housing attainability for folks that work within those areas. A discussion ensued and the following points were made: • It's not solving getting somebody a house in the next year, but it's keeping the county from having this problem for 20 years from now — and that's a message that the AHAC needs to get out to the community — that the county is doing things for the long term and for our legacy for the future. • You probably couldn't do that kind of inclusionary zoning anywhere else in the county, so it's a huge initiative. • The 17 acres in Bayshore seems to have a lot of potential for an affordable housing opportunity. • There are many economic opportunities near the Bayshore property, but the CRA advisory board is not very supportive of affordable housing within the CRA. They've shied away from promoting it. Their stance is that they're trying to improve the area and they feel affordable housing projects may take away from their overall mission. • Mr. Bosi doesn't agree with that, but there's another advisory board layer, what the Board of County Commissioners ultimately feels is appropriate for the property. The location is in the heart of urbanized Collier County. • The AHAC could try to influence that CRA decision. There's value in terms of raising the awareness again to the Board of County Commissioners about the strategic location of the 17 acres and the value it could bring, having a mix of market rate and workforce housing. But it's in a high -hazard area, the only disadvantage. • That's an issue we need to address, whether it really is appropriate and whether it is really a problem. It's a policy the county has had for decades, but given the conditions, we need to reevaluate that. • The county's Growth Management Plan's density rating system limits density within the Coastal High -Hazard Area. There's normally a base of four units of eligibility, but it's three in the Coastal High -Hazard Area. • In the past, the county made evaluations and found the daily need for affordable housing outweighs the concern for an event within that area, so our affordable -housing density bonus program is applicable and is allowed within the Coastal High -Hazard Area. • The county transmitted four GMP Amendments to the state and several had increased housing opportunities within the Coastal High -Hazard Area. The state said it won't sign off on increasing density beyond what the current levels are in the Coastal High -Hazard Area. That's given us a strong signal that they don't support additional density within the Coastal High -Hazard Area, so that's part of the discussion we're going to have with the Board of County Commissioners. • We have to start lobbying outside the county to make that happen. c. Affordable Housing Monitoring Spreadsheet (S. Harrington) Ms. Harrington told the AHAC. • The completed, accurate monitoring spreadsheet will be brought to the AHAC for review in August. • We also will provide a map because the spreadsheet is massive, complicated and intricate, so it must be displayed in a visually decipherable format. • Over 85 properties are being examined to ensure they're addressed. This will include the July 18, 2023 name, number of units, monitoring and other information. • It will be published on our website. • This is the 2018 list and map, but this is what the 2023 map will look like. • You will see commissioner districts and points for all developments with an affordable housing component. They will be provided on a monitoring spreadsheet. • Names frequently change, so we want to ensure that this map can stand alone and be accurate. • Updating the monitoring spreadsheet to reflect a name change would be significantly easier in maintaining this data than it would be to constantly regenerate the map to ensure it's accurate for the AHAC. A discussion ensued and the following points were made: • The plan is to provide this on the county housing website. The plans are for it to be interactive. If you go to the Collier County housing website, it shows developers where they can go to get information about certification for affordable housing and it redirects them to the Collier County Growth Management Community Development website. The county is working with its IT and GIS teams to provide this information and is close to making it live. This information can be combined with other departments' information to provide more information. If you have questions, such as the locations of potential employers, CAT bus stops or schools, we can show you the distance. d. Update on Policy on County Property Disposition Chairman Hruby said County Manager Amy Patterson gave us a good foundation last month, so he wanted to open it up to see if there was any further discussion on whether we needed to do anything to move the agenda forward. Vice Chair Faron said that last month, Cormac said that departments purchase properties with a purpose, an intended use. At what point does the department say they don't need it for that intended use and then it becomes part of a pool of properties? How does that work? Mr. Giblin responded. • The Real Property Division maintains a list, an ongoing inventory of county owned land, such as land bought for a sewer plant, a lift station or a park. • Plans change, such as the Bembridge PUD on Santa Barbara Boulevard. It was purchased to be the county's new Emergency Operations Center. As plans went on, some neighbors across the street didn't like the idea of a five- or six -story Emergency Operations Center across the street. The county decided to move it to Lely and make that surplus property because the use was no longer intended. • The county then made it available for affordable housing and we've got 82 units of affordable housing getting ready to CO in the next couple of months. • That's an ongoing process the Real Property and Facilities divisions conduct yearly to look at plans and whether they've changed. • Park sites are a good example. The county may buy a property to build a park, but if the community doesn't want a park there, they have to dispose of the property, which would then appear on your list. • It becomes the question that the County Manager talked about last month. If that land was bought with impact fees and now it's no longer going to be a park, the impact fees must be paid back before the property can be used for something else. 11 July 18, 2023 A discussion ensued and the following points were made: • The county has passed two resolutions, one in 2017 and another in 2018. The first says anytime there's a piece of surplus property, it's the policy for county commissioners to ask if it could be used for affordable housing or if it can be integrated into the use. It rises to a priority, whether we can put affordable housing there. • Developers have a misconception that the county has lots of surplus land that could be used for affordable housing. The county owns a lot of land, but it's all spoken for except for the five properties on this list. • There are three options for disposing of surplus property for housing. It's a BCC policy and decision: They can gift land to an affordable -housing developer; they can sell land with affordable -housing restrictions on it; or they can retain the land and lease it out, as the county did with the golf course and with Bembridge. • If it's good for affordable housing, we're not selling it at market value. We'd just reimburse the county for its costs. • One of the biggest policy decisions that the AHAC could recommend to the BCC is they should consider the method of disposing of this land. • The manatee property was purchased by the county, or donated to the county, in the 1970s for a park and it's been on Parks & Rec's books for for 50 years. If that property were to be repurposed, the county doesn't have many costs, other than ongoing maintenance, especially if was donated. • If you were to ask the parks director, she might say we're sitting on a $15 million piece of property in a prime Naples area ready for development. That's where the policy and the County Manager's Office come in. • If you want to sell property to a high -end apartment developer, you want to sell it at market rate. But if you're trying to encourage affordable housing development, it doesn't hurt the county to help developers fill the gap with a policy. • The AHAC should make a recommendation to ask the BCC to think about setting standards for disposing of property so they're consistent and the development community understands what's going to happen so they don't have to negotiate in front of the dais to get approval. • It's important to set a policy because there are significant pieces of property to dispose of. Mr. Giblin recommended that the AHAC discuss this and possibly formulate a new policy at a Strategic Work Plan Subcommittee meeting. Chairman Hruby said that would be the proper place and that's a task for Jennifer to add that task to the worksheet and bring it back to the full AHAC with recommendations. He can attend the subcommittee meeting, if she wants. Action Item: Staff should schedule an AHAC Stratezic Work Plan Subcommittee meeting to ask the BCC to set a policy for disposinz of the rive surplus properties. 5. PUBLIC COMMENT Daniel Zegarae said he wanted to follow up on their comments. Any recommendations by the AHAC are all healthy. If the AHAC wants to recommend something to the Board of County Commissioners or the Planning Commission, it's healthy to do so, rather than just sit here and say six months ago, someone said this was the process. That's good. It's common sense. 6. DISCUSSION ITEMS 12 July 18, 2023 a. AHAC Revised Work Plan Overview (S. Harrington) Ms. Harrington said at the last meeting, staff was asked to add the revisions the AHAC discussed during the meeting. The revisions were made and this is the final product for your review and approval. Under the "Promote" section, second column, where it says GMCD staff liaison, that was a change to include the Zoning Division and Housing Policy & Economic Development. "Next Steps" were to have AHAC members volunteer to participate in the NIMs meetings and then report back to the AHAC at the next meeting about that NIM's meeting. Vice Chair Faron said we need a source of information about what meetings are being held and when so we can activate No. 1. Is there technology available within the CityView system that will allow us to look at that or can it be pulled from CityView? Mr. Bosi said the Planning and Zoning Division keeps a public hearing spreadsheet that includes a tab with all upcoming Neighborhood Information Meetings. We discussed sharing that with Sarah so she can provide it to the AHAC monthly. We can do that moving forward. A discussion ensued and the following points were made: • The AHAC needs information on upcoming NIMs involving affordable housing. • We want to be able to assign meetings on a calendar and not cross paths. • Upcoming NIMs could be a monthly attachment, a running tab to the agenda. • They could be listed as No. 1 under Next Steps on the Strategic Work Plan. • Staff will complete the updates and bring them forward at the August meeting so they can be finalized and approved. • Final revisions will be discussed at the November AHAC meeting before it's brought forward to the next BCC meeting. [Ms. Harrington continued detailing revisions made to the spreadsheet.] Vice Chair Faron said the "current status" should be as of the date of the AHAC meeting that we're talking about, which is July 18, and the same for the title page for the Current Status, which should be as of the day we're meeting. Can we add the date that the state pushed back on the GMP Amendments? That's the current status of the GMP Amendments. That's out of our control. Mr. Bosi responded that. • "Next Steps" is we've coordinated with the state Department of Commerce, the former Department of Economic Opportunity and formerly the Department of Community Affairs. • We're discussing how to mitigate those concerns in terms of limiting the density to the current allowed levels within the Coastal High -Hazard Area. • After that, it goes back to the Planning Commission and then it will go to the Board of County Commissioners. When we put that it was "adopted," it wasn't adopted, it was transmitted to the state. It's a process. Once we work with the Department of Commerce to move forward and they find it satisfactory, we'll take it back to the Planning Commission for a public hearing and then to the Board of Commissioners for final adoption. • The final adoption will marry up the LDC Amendments associated with those to implement the GMP Amendments that are being considered. A discussion ensued and the following points were made: • We need to say whether there's a role for the AHAC in each, such as with the adoption of the revised changes. • We don't have to document every word, just add highlights of the Next Steps. 13 July 18, 2023 • We need to highlight what the AHAC can do so we can put it on our agenda as part of our discussion. [Ms. Harrington continued detailing revisions made to the spreadsheet] A discussion ensued and the following points were made: • For Current Status and Timelines, we should add a couple of bullet points of what that means so we can track it. The goal is to track where we're at and where we're going, so we need a couple of sentences in those columns. • These could be items that can be completed and reviewed by the subcommittee. • The intent was to have the Current Status and Next Steps items completed as they happen and that's not the subcommittee's role because it doesn't meet as often as the AHAC. It functions as a strategic plan committee for the AHAC. • Vice Chair Faron offered to add the revisions, but needs the content. • In the fall, the Strategic Plan Subcommittee can add items for the next year. • If Mike is taking something to the BCC in the next month, we need a few words to describe the status and what he's doing. • Under Current Status for the GMP Amendments, we need to know that Mike started coordinating with the Department of Commerce regarding the Coastal High -Hazard Areas issues and what will happen in the next 30 days — the current status in about 10 words. • We need to add the county surplus lands disposition policy and the AHAC's recommendation as No. 10. • It would be good to put a target/projected date on each and not leave that open. Action Item: Staff will provide Sarah Harrington with the upcoming Neighborhood Information Meetings that are listed in the Planning and Zoning Division's public hearing spreadsheet NIMs tab. Action Item: Sarah Harrington will provide the AHAC with the upcoming Neighborhood Information Meetings in a calendar as part of a tab to the monthly agenda. Action Item: Staff will add the proiect's current status as of each AHAC meeting to the Revised Workplan Overview spreadsheet or what's being done in the next 30 days so that information can be updated and provided for monthly AHAC meetings. b. Eligible Properties (Commercial, Industrial, Mixed -Use) under the Live Local Act (M. Bosi) Mr. Bosi told the AHAC. • AHAC requested a map of properties eligible for the Live Local Act, which is all commercially zoned property, industrially zoned property and mixed -use zoned property, including commercial and industrial PUDs. • We provided the map and, as expected, the intersections of our collector and arterial roads are major activity centers where the majority of commercial and mixed -use projects are, or zoning is allocated. • We also have the leftover commercial strip along U.S. 41, Pine Ridge Road, Immokalee Road that's been found consistent by policy and are also eligible for the Live Local Act. • It's not encouraging. The feedback he received from several developers is that they find the Live Local Act yields a high -density allocation and allows generous height within certain parameters, but the shallowness of some commercial properties along collector and arterial roads make it very difficult to yield the number of units to make the pro formas 14 July 18, 2023 work. • The pushback he's receiving is developers are asking what the county is going to do to be more generous in terms of allowing code variances. It's a difficult spot to be in. The Board of County Commissioners had its Home Rule exempted from them by the statute. The policy we put forward to the BCC is developers are entitled to the density and height as a matter of right and that doesn't require a public hearing, but developers must satisfy Site Development Plan requirements. • We're finding that developers aren't able to satisfy all the water management, parking, landscape buffering and the various components that take up space and they're asking if the county can be more flexible with Live Local Act proposals. • The only body that can provide that relief is the Board of County Commissioners, so it's a conversation we're going to have to have with the BCC. Staff won't be the sole voice. Developers know the specifics of what's holding up their SDP or their ability to close their pro forma, so we need some of the developers who are trying to utilize the Live Local Act to get together to discuss that among themselves and determine what they want to ask the Board of County Commissioners to do. • If they asked him, he doesn't have the ability. He could say, "Here's a variance application or a parking reduction application." But when you have a process that's meant to take NIMBYism out of the public hearing process, and you have to return to the public hearing process, it brings NIMBYism back into it. • If they have a variance because of setback relief, that variance doesn't become "why the land can't accommodate the development based upon the required setback," it becomes "we don't want an affordable housing project, so deny this variance." Staff has difficulty with that. • Jeff Klatzkow was almost prophetic in June when he gave a Live Local Act overview to the BCC and said he didn't think it's going to have much of an effect on this county. He's right and that's because of the characteristics and the number of units they need to provide. • A rule of thumb is you need about two market -rate units to subsidize one affordable - housing unit. You're at a 40-60 split and the pro formal aren't working. • Not only are they asking for some relief from development standards, but they're asking for some relief from the 40%. He told developers the only reason they're getting the benefit of no public hearing is because they're providing 40% affordable housing. A discussion ensued and the following points were made: • The county can't provide a free pass if developers don't provide 40% affordable housing. • The county could consider holding a housing forum between staff and developers to vet and discuss these problems. Then staff could create recommendations, a position paper to bring to the BCC. That would be more beneficial than speaking with developers one-on- one. • That would enable staff to raise the issue to the BCC and have a discussion. • An AHAC workshop could be used as a forum for staff and developers. It could be held within the next two months. • The county Housing Plan and ULI study said the county needed alternative affordable housing designs. The county held forums here and at Habitat for Humanity office and developers were able to complain. • The result was a new LDC section, 4.02.39, "Alternative Design for Housing That's Affordable" that provides some relief on setbacks, landscape buffers, road elevation, an allowance of inversion ground, relief on sidewalks on both sides of the street. Developers have looked at it, but none have used it yet. This could be another constitution of that group under the Live Local Act. 15 July 18, 2023 • The AHAC can hold a workshop and invite developers and staff to spend the morning or an afternoon communicating and brainstorming about what their limitations are and whether they have implications for us. Chairman Hruby asked staff to find when this conference room is available for a workshop and ask AHAC members about their availability over the next 60 days. Ms. Waller said there's no time to put it together for August. September would be good. Action Item: Staff was asked to check the availability of the conference room and AHAC members' schedules for an AHAC workshop on the Live Local Act. Staff also was asked to invite staff and developers who have tried to use the Live Local Act to the housinz forum so their problems can be vetted and staff can create a position paper on Live Local Act development issues to present to the Board of County Commissioners. c. Update on ADU Pilot Program (M. Bosi) Mr. Bosi told the AHAC. • Staff will hold a public information meeting at North Carter Regional Park on September 13. • We're developing a postcard to provide meeting information, links to the county website and the implications of renting out guest houses. • The postcard will include a QR Code that will go to a survey in which the county asks if residents would be interested in a program to rent out their guest house on a long-term basis, and would they be interested if there were income restrictions. • We think there's value on both sides. If there's a deficit within our supply and demand, there's an imbalance, so adding more supply is positive. We also know that adding more supply for an income -restricted level is more beneficial. • We're not sure how residents will respond. • We're sending postcards to about 3,500 residents in the Urban Estates. • We're also going to have an online survey that will ask questions so that information can be provided to the Board of County Commissioners. • The BCC would then make a decision on how to move forward. Chairman Hruby asked when the data would be compiled. Mr. Bosi said probably by November. 7. STAFF AND COMMITTEE GENERAL COMMUNICATIONS a. Surtax Update (S. Harrington) Ms. Harrington said the Surtax Subcommittee met on June 29. The BCC, AHAC Surtax Subcommittee and the AHAC approved evaluation criteria for surtax funds. The Surtax Committee had no questions and approved it. Ms. Waller said now let's see it work. A discussion ensued and the following points were made: • $5.5 million of the $20 million is earmarked for the Golden Gate Golf Course project. • The Surtax Committee hasn't looked at that. They only looked at evaluation criteria. • Nothing has been spent out of the $20 million, it's just been earmarked, and nothing has been approved. 8. NEW BUSINESS fG9 July 18, 2023 Vice Chair Faron asked for staffs thoughts on the rest of the Golden Gate Golf Course now that BigShots Golf has pulled out of its lease. What opportunities are there for more workforce housing or is it intended to remain as a part of a golf course? Mr. Giblin said that last month, the deputy county manager provided an update to the BCC on a reevaluation of how all the pieces of the puzzle fit on the land now, between the affordable housing piece, the golf course, the Veterans Nursing Horne, and an educational/Vo-Tech piece. Ms. Cook said the Veterans Adnvnistrati.on nursing home has been moved to the BigShots Golf parcel, 18 acres just south of the hotel on Collier Boulevard. Ms. Sonntag told the AHAC: • The Local Government Area of Opportunity ad will be released tomorrow. • A notice also will be published in the Naples Daily News and it's on the CollierCountyHousing.com website. • Developers interested in applying for the LGAO have to apply by next month. • The instructions are available and scoring criteria has been developed by the policy division. It will be brought to the AHAC for consideration and recommendation to the county manager. Chairman Hruby asked for the time frame and when it would be brought to the AHAC. Ms. Sonntag said applications are due on August I I" and will be sent to our office. Chairman Hruby asked if it would go to the AHAC in September. Mr. Giblin said it would be presented at the AHAC's August 150' meeting. He anticipates that developers who apply will be making a presentation. 9. ADJOURN Ms Walter made a motion to adjourn. Second by Vice Chair Faron. The motion passed unanimously, 9-0 10. NEXT MEETING DATE 9 a.m. August 15, 2023 Conference Room 609/610 Growth Management Community Development Department There being no further business for the good of the County, the meeting was adjourned by the order of the chairman at 10:47 a.m. COLL COMMITTEE Steve These minutes were approved by the committee d (check one) as presentedor as amended 17 Collier County Affordable Housing Advisory Committee 3339 East Tamiami Trail, Building H, Suite 211 Naples, Florida 34112 August 11, 2023 Honorable Members of the Collier County Planning Commission and Collier County Board of County Commissioners To Whom It May Concern: The Affordable Housing Advisory Committee (AHAC) would like to offer its recommendation on the Styx Co. Golden Gate Inn proposed projects: Golden Gate Golf Course RT Tract (PUDA), PL20230012392 and Government Public Services Residential Tourist and Commercial Subdistrict (GMPA), PL20230012389. Project Description of Golden Gate Golf Course RT Tract (PUDA), PL20230012392: A PUD amendment to amend Ordinance 2022-13 to allow a maximum of 215 multi -family residential dwelling units within the RT designated tract. Project Description of Government Public Services Residential Tourist and Commercial Subdistrict (GMPA), PL20230012389: This GMP amendment adoption is a companion item to PL20230012392 (PUDA) to amend ordinance 2022-14 to allow a maximum of 215 multi -family residential units within Parcel two of the Government Public Services, Residential Tourist and Commercial Subdistrict. The subject property is located on the northeast side of the Golden Gate Golf Course MPUD, south of Golden Gate Parkway's intersecting with Collier Boulevard, zoned RT- Residential Tourist. Folio No: 35640120001, totaling approx. 6.16 acres. AHAC supports the policy changes which incorporate affordable housing components and offer increased workforce housing. AHAC supports the staff recommendations. Sinc ely, -�1 eph Hruby Chairperson Collier County Affordable Housing Advisory Committee V K %3LIM00l Local Government Area of Opportunity Funding Loan Application In Conjunction with FHFC RFA 2023-201 Collier County, FL Cover Sheet Table of Contents Cover Letter Exhibit 1 — Development Summary & Timeline Exhibit 2 — Project Location & Photos Exhibit 3 — Project Threshold Criteria Exhibit 4 — Project Selection Criteria Exhibit 5 — Proposed Project Financing Exhibit 6 -- Evidence of Site Control Exhibit 7 — Zoning & Land Use Exhibit 8 — Self -Scoring of FHFC HC Application & Proximity Exhibit 9 — Development / Construction / Management Team Exhibit 10 — Site Plan & Renderings Exhibit 11 — Certificates of Status Exhibit 12 — Principals Disclosure Forms Exhibit 13 -- Property Appraiser Cards Exhibit 14 — SAM/DUNS Confirmation NA 9200 Belvedere Road, Suite 209 Royal Palm Beach, Florida 33411 (PH) (561) 735-8656 (r'ax) (678) 218-1520 August 7, 2023 Ms. Kristi Sonntag, Director Collier County Government Community and Human Services Division 3339 East Tamiami Trail, Building H., Suite 213 Naples, FL 34112 Re: Residences at Seminole Crossing Local Government Area of Opportunity Funding Loan Application Dear Ms. Sonntag: We are pleased to present our proposal for Local Government Area of Opportunity Funding for Residences at Seminole Crossing, a proposed 80-unit new affordable housing rental development to be located at the southwest corner of School Road and 151 Street S in Collier County. The Applicant is requesting the minimum Local Government Area of Opportunity Funding of $460,000 to be used in conjunction with RFA 2023-201. Residences at Seminole Crossing is ideally situated across the street from Seminole Casino Hotel Immokalee with easy access to public transportation and community services including grocery stores, pharmacies, and medical services. The Applicant has confirmed that zoning for the 80-unit community is in place and is including FHFC Zoning and Site Plan Forms signed by Mr. Mike Bosi, Zoning Director for the Collier County on August 3, 2023 with this submittal. Please let me know if you have any questions regarding the project or application and we look forward to a successful project in Collier County. Thank you in advance for your assistance. Sincerely yours, (I- D. Block Authorized Agent u Development Summary Residences at Seminole Crossing features the construction of 80 new multifamily units in a mix of two- and three -bedroom units, clubhouse with common space, full amenity package, and related site improvements. The site is situated on South 1 sr Street southeast of the intersection of School Road, across the street from the Seminole Casino hotel Immokalee and a half mile south of Immokalee's downtown core and businesses along Main Street (Route 29). The 8.83-acre site has excellent access to the area's largest employers, Immokalee's downtown, numerous public transportation options including a Collier Area Transit (CAT) stop serving two regional routes within 1,000 feet of the site, grocery stores, pharmacies, medical services and schools, including Pinecrest Elementary School a half mile away. The new multifamily units will be contained within three, 3-story garden -style buildings with surface parking, along with a free-standing clubhouse and pool area with cabana. The clubhouse and amenity space will be constructed along the development's frontage along School Road. The clubhouse and pool area will be visible as a focal point as residents and guests enter the project. The clubhouse building will contain a lobby, leasing area, management offices, fitness center (TBD) and common space for resident programs and events. The project is designed with sensitivity to the existing wetlands present on site and a total of 3 +/- acres of forest and wetlands will be preserved. The new 80 multifamily units will consist of (56) 2-Bedroom/2-Bathroom units, and (24) 3-Bedroom/2-Bathroom units. Two -bedroom units will be 850 square feet and three - bedroom units will be 1,025 square feet. All of the proposed multifamily units will be restricted to persons making between 33% and. 60% of the Area Median Income. As such, rents will be restricted to between $470 and $1,077 for 2-Bedroom/2- Bathroom units, and between $546 $1,247 for 3-Bedroom/2-Bathroom units. All units will have an affordability period of 99 years. A summary of the proposed unit types, mix, set asides, and square footages is provided in the chart on the following page. Development Summary continued Type Rent # of Units Unit ° Total Rent S . Ft. Total Scg. _ Ft. 2br/2b (33%) $470 4 5.00% $1,879 850 3,400 2br/2b (60%) $1,077 52 65.00% $56,004 850 44,200 3br/2b (33%) $546 4 5.00% $2,182 1,025 4,100 3br/2b (60%) $1,247 20 25.00% $24,940 1,025 20,500 Total 80 100.00% $85,005 903 72,200 All residents will have free access to common spaces and amenities including a clubhouse, swimming pool and cabana, fitness center (TBD), and reading room. Resident programs will be available to residents at no extra cost, including financial counseling services, career counseling and resume preparation, and academic enrichment programs as well as after school support, known as the Applicant's award - winning BreakOutTM program. BreakOutTM is administered by the Applicant's professional staff and in addition to after school support, the program offers free lifestyle enrichment, recreational and personal development, resident participation code of conduct, parental support, as well as activity programs in drama, art, music, tutoring and training. Resident programs are designed with the goal of self-sufficiency and to enable residents to be financially independent. Residences at Seminole Crossing will adhere to the Florida Green Building Coalition Green Home Certification Standard (multifamily residential developments of 3-stories or less). Units within the development will include low -flow water fixtures in bathrooms, Energy Star materials and appliances, and daylight sensors or motion detectors for outdoor lighting. These efficiency considerations will reduce energy consumption and lower utility bills for residents as well as provide a clean and safe living environment. The project will also be designed and maintained to adhere to the principles of Crime Prevention Through Environmental Design (CPTED) including adequate lighting and signage, preserving view corridors throughout the property and maintenance of landscaping to foster a sense of place through community enrichment. Development Summary (continued) The project will also preserve the existing wetlands on the site which are clustered primarily to the site's western and southern boundaries. Pursuant to County Ordinance 08-53, building heights will be limited to 3 stories, and the development will utilize a new driveway approximately 450 feet west of the intersection of 1 S{ Street South and School Road, allowing adequate clearance from the intersection of the two roadways. The project is an excellent example of environmental preservation through cluster development. The new residential buildings will be designed to connect seamlessly within the existing community context with abundant internal and perimeter green space. A preliminary site plan and renderings are provided with this submittal as Exhibit 10. The development will serve to activate a vacant site, create both temporary and permanent jobs, make a significant investment into the local community and address a need of critical concern by providing quality affordable housing opportunities to residents of Collier County. Additionally, the proposed development is consistent with and furthers several of the goals outlined in the County's Immokalee Area Master Plan, adopted in 2019. Specifically, the project will preserve natural resources critical to the area's eco-tourism industry through cluster development, contribute to the downtown area's multi -modal transportation infrastructure with new sidewalks on the site's frontages proximate to transit stops, promote housing affordability through leveraging available funding, and elevate the Seminole Casino Immokalee as an entertainment hub connected to the downtown core. The Applicant intends to submit the site for 9% Low Income Housing Tax Credits to Florida Housing Finance Corporation in its upcoming fall cycle (RFA 2023-201), due September 12, 2023. The Local Government Area of Opportunity funding will be specifically applied towards the construction costs of the project, which has a total development cost of approximately $28,000,000+/-. Development Summary continued Importantly, a great deal of work has been done to date on the site concerning due diligence and entitlements. Zoning and land use are currently in place for the proposed development (RM-16), and FHPC Zoning and Site Plan Forms submitted by the Applicant were signed by Mr. Mike Bosi, Collier County Zoning Director on August 3, 2023 and are provided with this submittal. The site was rezoned in 2008 to RM-16 (Ordinance 08-53) to accommodate a 140-unit, garden -style multifamily project. Communication with County Staff indicates that the zoning approval is still valid and zoning and land use is still in place for the proposed development. Residences at Seminole Crossing seeks to incorporate the due diligence work on the site and retain the same general conceptual site design configuration as approved by the County with modifications to suit fewer units and surface parking spaces, add a more robust amenity package, and to better preserve the existing wetlands on site. The Applicant has also been working with its design team on site design and architectural aesthetics to accommodate the development program and maximize the positive impact the development will have on the neighborhood and broader community. The Applicant will continue to work with County staff and its design professionals to modify the plan and ensure it complies with all applicable federal, state, and local requirements. p DO' L-I M cc r� % Ak Ip W a a %, 11 RI GG- AIWNL Development Completion Timeline Item Date FHFC RFA 2023-201 Due 9 i 2 2023 FHFC Review Committee 10 10 2023 FHFC Board Approval 10 27 2023 Challenge Period 60 days Invitation to Credit Underwriting 12 22 2023 Site Plan Approval Process 1115 2024 Building Permit Plan Design 4 months Submit Construction Docs for Building Permits 4 1 2024 Permits & Financial Closing - Start Construction 7 1 2024 First Units Available 9 1 2025 Final Certificate of Occupancy 10 31 2025 r-) a Development Location Map ir tip Development Lacafi®n Ma Site Photos G�Oo ffis0�16' Y , d lei T #��J�x -•s� .F 1� U PROJECT THRESHOLD CRITERIA - Project must be located within Collier County, including both unincorporated County and within any municipality; Response: The project is located at the southwest corner of School Road and I" Street S, within unincorporated Collier County, Florida. - Applicant must provide evidence of site control; Response: The applicant has entered into a Purchase and Sale Agreement with the owner of the property. A copy of the Purchase and Sale Agreement is provided with this submittal as Exhibit 6 — Evidence of Site Control. - Applicant must provide a set -aside of rental units equal to or greater than the standards for low income Housing Tax Credits or applicable EHFC Program, as the case may be; Response: The Applicant is providing a set -aside of rental units equal to or greater than the standards for Low Income Housing Tax Credits (RFA 2023-201). A breakdown detailing the set -asides of rental units if provided with this submittal as Exhibit 5 --- Proposed Project Financing and described in Exhibit 1 — Development Summary & Timeline. - Project must have evidence authorizing the use of the property for the proposed use; Response: The Project has the property zoning and land use in place for multifamily residential use and the proposed development consistent with Collier County's Zoning and Land Development Code and Comprehensive Plan regarding use, building height, setbacks, parking and density. FHFC Zoning and Site Plan Forms submitted by the Applicant were signed by Mr. Mike Bosi, Collier County Zoning Director on August 3, 2023 and are provided in Exhibit 7 of this submittal. Additionally, the Applicant has supplied a copy of Ordinance 08-53 permitting the proposed use and density on the subject site, also in Exhibit 7. - Applicant must commit to an affordability period of 99 years; Response: The Applicant commits to an affordability period of 99 years. Applicant's development and construction experience (10 points); and Experience and Quality of the development team (5 points) Response: The Applicant has 30 years of experience in the development and construction in the affordable housing industry. NuRock owns, manages and has under development approximately 8,500 units. With offices in Georgia, Florida, and Texas, NuRock has historically developed over16,900 units in multiple states. NuRock is vertically integrated, and its operations encompass all aspects of real estate activity, including acquisitions analysis, development support, construction, property management, supportive services, governmental regulatory compliance services, and due diligence support work. The charts below contain the Applicant's development and construction experience, and additional information including a company bio, development team resumes, and references are provided with this submittal as Exhibit 9 - Development / Construction / Management Team. NuRock Development Groups NuRock Acquisitions Florida, LLC and NuRock Development Partners, Inc. were formed for the purpose of providing pre -acquisition due diligence, negotiations, development support, :onstruction liaison and to be a general partner for the NuRock Companies. Its staff interacts with the NuRock Management Group so that each property will be successful, not only in the development stage, but also from a management perspective for the future. The chart below provides a summary of NuRock Development's prior experience. PRIOR. GENERAL DEVELOPMENT EXPERIENCE 04AT 14aipe, of Principal v-ath the Required Experience: Robert G, HosWrls Name of Developer Entity (for the proposed Development) for vihich the above Party is Principal: NURnck Development Parl`ners, lilc_ Affordable Housing Total Location Program Number of Year Name of Development (City and State) that Provided Financing Units Completed Residences at Crystal lake Pomp Da Beach. FL 4`J`c Tax Credit vrf SAIL 82 2015 Town Park Crossing Dave, FL ARRA Exchange Funds 100 2011 1Frsta Grand at Spring Hill Spring Hill, FL 0%7ax Credit g0 2011 Heritage at Pompano Station Pompano Beach. FL 9% Tax Credit 116 2018 Residences at Haverhill West Palm Eesch, FL 9% Tax Credit lie 2010 Residences at Marathon Key Marathon, FL 9316 Tax Credit vi1 SAIL 55 2021 residences at Crystal Cove Marathon. FL 03t Tar Credit vri SAIL 40 2021 NuRock Construction Services, LLC NuRock Construction was formed in 1993 to provide the general construction and construction management services for apartment communities developed by the NuRock Companies. NuRock Construction has continuously finished each project either ahead of schedule or on time and within budget parameters. This performance has allowed the NuRock Companies to significantly improve on the stabilization and value of each development. The chart below provides a summary of NuRock Construction's prior experience. PF OR SXPERIENCE CHART OF THE GENERAL CONTRACTOR Narne of General {Contractor, INURock Construchon Services, IrM • Applicant's management experience, or experience and quality of management company (5 points) Response: Residences at Seminole Crossing will be managed by NuRock Management Group LLC. NuRock Management Group will be responsible for administering all resident programs and services offered at the property. In addition to maximizing occupancy, reducing turnover, and maintaining the overall physical value of the properties, NuRock Management Group staff develops and implements the support programs know as BreakOut". This teamwork approach ensures optimal success for the properties and the programs. NuRock Management staff will be located on -site and has extensive experience in executing resident support programs. As such, the seasoned management staff will be the primary point of contact with residents and will build lasting relationships in order to maximize responsiveness and meet the diverse supportive needs of all residents. Lastly, NuRock Management staff has specific experience in regulatory compliance to ensure that the property maintains service and program administration and adheres to all conditions and commitments of various funding resources. NuRock Management Group, LLC PRIOR EXPEMENCE CHART OF -fflla MA AGEMENT AGENT currently Managing Total Location Or Number of Length of Name of Development (City and State) Formally Managing Units Time Residences at Crystal Lake Pompano Beach, FL Currently Managing 02 8 Years TcAVn Park crossing Davi1e. FL Currently klenaging 100 12 Years Vista Grand at Sprng Hill Spsing Hits. FL Currently Managing 00 12 Years Heritage at Rompsno Station Pompano Beads, FL Currently rvtansging 118. 7 Years Residences at Haverhill Vdesi Pa,m BQaCh, FL CurrenttyMansging t17. 7 Years Residence$ at Marathon Key Marathon. FL Currently h1snaging 85 2 Year Iles clencss at Cry=_1al CoOa Marathon. FL Currently. Managing 481 2 Years • Financial feasibility to complete and operate the project (including, but not limited to, cost estimates, cash flows, debt service, coverage ratios, the percentage of public monies requested compared to project cost; leveraging of public resources, including the requested County Loan) (5 points) Response: Financial feasibility to complete and operate the project is included with this submittal in Exhibit 5, Proposed Project Financing. • Applicant's performance and/or compliance (including any prior defaults) of any prior loans or contracts with Collier County (15 points) Response: NIA, the Applicant has no history of prior loans or contracts with Collier County. • The reasonableness of the cost of the development (5 points) Response: A detailed breakdown of the development cost is provided in Exhibit 5, Proposed Project Financing. The Applicant will make every effort to control project costs while retaining the quality and integrity of the development. The vertically -integrated nature of the Applicant (i.e. development, construction, and managemenf companies under one umbrella), allow for considerable efficiencies and to effectively control project costs. • Resident Programs (5 points) Response: Numerous programs and services will be offered to residents at no additional cost. Residences at Seminole Crossing will feafure programs including financial counseling services, career counseling, resume preparation, academic enrichment programs as well as after school support, known as the BreakOut" program. BreakOutT" lends a hand to resident families that have a busy work schedule, but also do not feel comfortable leaving their children at home alone. BreakOut" services offer after school academic support, lifestyle enrichment, recreation and personal development, resident participation code of conduct, parental support, positive reinforcement, social programs, youth programs, and special activities including art, drama, music and computer instruction. Resident programs are designed with the goal of self-sufficiency and to enable residents to be financially independent. Additionally, management staff will regularly host gatherings and events for special occasions and holidays for residents to gather and socialize, also free of charge to residents. Management staff will foster a supportive and community -minded environment to enable residents to thrive both personally and economically. • Unit and Development Amenities (5 points) Response: Residences at Seminole Crossing will feature excellent amenities for individual units as well as the development as a whole. The project will have a free-standing clubhouse as residents enter the project which will contain common space and a kitchen for the use of residents, a computer1reading room and fitness center (TBD). A swimming pool and cabana will be located to the south of the clubhouse building. These amenities will be provided to residents at no cost and will provide space to gather, socialize, and form friendships. The project will also be designed thoughtfully to preserve trees and forested areas, and lush landscaping will be planted on the site's inferior and perimeters. Walkways will be constructed to connect the residential buildings, parking areas, and clubhouse building so that residents can walk comfortably and exercise throughout the project. Residences at Seminole Crossing will provide abundant amenities to enrich the lives of residents and to foster a sense of community. All 80 new multifamily units will be designed and constructed to maximize the comfort and convenience of residents. All 80 units will feature washer and dryer hook-ups, dishwashers, garbage disposals, cable or satellite TV hook-ups, full-sized appliances, full size oven and range, window treatments, ceramic file bathtub/shower area, wood-like/laminate flooring, and microwaves. • Energy Efficiency (5 points) Response: Residences of Seminole Crossing will be designed with energy efficiency as a core tenet and will meet the Florida Green Building Coalition Green Home Standard (for multifamily buildings less than four stories) . Units within the development will include low -flow water fixtures in bafhrooms, Energy Star materials and appliances, and daylight sensors or motion detectors for outdoor fighting. These efficiency considerations will reduce energy consumption and lower utility bills for residents as well as provide a clean and safe living environment. The design of the project similarly will conserve natural resources by preserving and minimizing impacts to existing wooded and wetland areas on site, particularly around it's western and southern boundaries. • Commitment to set -aside at least l0% of the units in the development to an at -risk population (Homeless, Seniors, Special Needs, Etc.) (7 points) Response: The Applicant is setting aside 10% of the units for Extremely tow -income residents. Of those 8 units, 4 of those units will be set aside for persons for Special Needs. • Maximum Economic Impact (3 points) Response: The project will maximize economic impact by providing a both short- and long-term investment in the neighborhood, city, and region. Short term jobs such as design professionals, environmental and geotechnical consultants, and construction jobs will be created for the project to be approved and constructed. Long term management jobs will also be created to maintain the qualify and overall compliance of the project. Upon completion of the project, residents and employees will patronize local businesses and services and will inject dollars into the local and regional economy. The project will also measurably increase the inventory of affordable housing in lmmokalee and enable more businesses to be created and existing businesses such as the Seminole Casino Hotel to grow and thrive, powered by a dependable labor force. Residents will not be cost - burdened by inordinate housing costs and will have more spending power to invest in the local economy and in business creation. • Developments which provide a lift to the neighborhood, and could lead to additional revitalization and/or neighborhood improvement (10 points) Response; The proposed development will provide a measurable lift to lmmokalee by activating a vacant site, providing temporary and permanent employment opportunities to residents, beautifying the School Road and ] $t Street South sfreetscapes with frontage free plantings, and infusing residents with confidence and dignity of living in a newly -constructed, modern living spaces with full amenities. Local businesses and employers such as the Seminole Casino Hotel lmmokalee and lmmokalee Regional Airport will thrive by having a reliable and local workforce that does not need to commute long distances to reach fheir place of employments. Similarly, The proposed development could lead to significant revitalization and neighborhood improvement in the form of additional businesses locating proximate to the site to compliment the new units. In summary, Residences at Seminole Crossing will facilitate an influx of investment and concentration of human capital in Immokalee. The development will be a catalyst project for the area and encourage new development and economic growth. • Proximity to public transportation, services and employment (5 points) Response: The development site is close to public transportation, goods and services, and employment with easy access to each. Specifically, residents can access Collier Area Transit (CAT) routes 19 & 22 by walking to the bus stop located approximately 1,000 feet north of the site. Route 19 travels from Immokalee all the way to Tamiami Trail in Naples with several stops in between, while Route 22 also provides service to Naples but also circulates Immokalee allowing residents to easily commute, run errands, and patronize local businesses. Additionally, residents can easily walk to the bus stop approximately .20 miles (1,056 feet) west of the site to ride Route 23. Residents can also access the entire CAT system from these routes to economically and conveniently travel throughout Collier County. CAT route maps are provided by the Applicant on the following pages. Similarly, the site is located proximate to many community services. There is a Town Pharmacy located .8 miles from the site, Community Medical Care Center located .62 miles from the site, and Pinecrest Elementary School is located .7 miles from the site. A summary of the closest critical public transportation service and community services, along with their anticipated FHFC proximity score, is provided in the charts below and in Exhibit 8 - Self -Scoring of FHFC HC Application & Proximity. Significantly, Residences at Seminole Crossing is well situated close to area employers. The site is located less than 1,000 feet away from lmmokalee's largest employer, the Seminole Casino Hotel which has more than 900 dedicated employees. In addition to gaming rooms, the property contains 10,000 square feet of event space, 99 hotel rooms, and four resfaurants. The site is also a mile and a half south of Immokalee Regional Airport which has an estimated annual economic impact of $27,000,000, as well as the Immokalee Regional Raceway which hosts weekly and annual racing events and draws visitors from throughout Southwest Florida. Residents can also easily commute to retail, agricultural and service employers conveniently located less than a mile away in downtown Immokalee. Exhibit A to RFA2023-201 Hous)ng Credit Financing For Affordable Housing Developments Located In Small and Medium Counties Section 4.A.5 Proximity, Mandatory Distance, and RECAP e. Proximity (1) PHA orRD515ProximifyPoint Boost (a) Does the proposed Development qualify for the PHA ProxirnityPointBoost? Pnlntsswaided No for Ii" m',luovid�ifi�r-juiirdkttaraPoint sAttachment5. tBorst#t, (b) Doestheproposed Development qualifyforthe RD515ProsimityPointBoost? 00 No I? 'Yes' providethzrequlredletter asAttachment 9.'Sut�Ytrot�rjirat�ao{ottrrpFArcrairtmnrr[s (2) Transit Services Applicants may select Private Transportation or providethe location information and distancefor one ofthe remainingfourTransit Services on which to base lheApplication'sTransit Score, Pain[sasvarde,i fw Transit Type 0.0 (a) Ifthepropos�iE=.aol eit;.ill.. 2dieEtrerly(ALFurii n-?:lF)aeiwgraphicCon;rnitczert.caestherll;�lfcanE - 'r� f� ��r �! :`(ThepropwEdDevelopment does no ooffijtoselectthkoption r hammogmphle i �'; Commitment ofFamif). f (b) Other Transit Services Service Latitude Coordinates longitude Coordinates Distance* Polntsawarded for Transit Type Public Bus Stop 1 26.406880 -81.421430 0.20 6 Public Bus Stop2 26.406478 -81,421266 0.19 Public Busstop 3 26.409455 -81.417143 0,19 Public BusTransfet Stop Public Bus Rapid Transit Stop Public Ralf Station Thisareo intentionally left blank. (c) QualificatIonsfor the SunRall Goal DoestheApplicat€on qualify for the Sun Rail Goal as outlined In the RFA7 No Ii "Yes' , state the main: of the unRall Station that is Within 0-5 niilesof the Dcvelopmerlt Location Point. <s=_lect one> (3) Community Services Up to three Community Services may besetected, For a maximum 4 pointsfor each service. Points awarded for Community Service Service Name ServlceAddress Distance* Services GroceryStore Community Medical Care 125Boston Ave lmmokalee, 0.62 3,0 MedlcalEadllty Center,Dr.Gonzalez FL34142 RFA2023.201 'Proximity, Mand.Dist., RECAP'worksheet tab; Page 1 of 2 Exhibit Ato RFA2023-201 Housing Credit Financing For Afford able Housing Developments Located In Small and Medium Counties Pharmacy Town Pharmacy 107 W. Main St Immokalee, 0.90 2.5 FL34142 Public School PlnecrestElemSchool 313S.3thStlmmokalee,FL 0.70 3.5 34142 'Rounded upto the nearest hundredthofe mile. Distance between the coordinates ofthe Development Location Point and the coordinates of the service, The method used to determ€ne the latitudeand longitude coordinates must conform to Rule 5,117, F.A.C., farmerly61G17.6, F.A.C. A1lcalculationsshall bebasedon " WGS84" and begr€d distances. Thehorizontal positionsshall becollected to meet; sub-meteraccuracy (no autonomous hand-held GPS units shall be used), f. Mandatory Distance Requirement Does theproposed Development meet the Mandatorypistance Requirement automatically? No Doesthe proposed Developmentand any Development{s)on the List servethe same demographic commitment category, have one ormoreof thesameFlnanciai Beneficiaries, and meet at Ieastorie.ofthefollowingctiterla: C}they are configudusordivided bya street,and/or (€.I)theyare divided by a prior phase ofthe proposed Development? No If"Yes", these propr rtips vdi l b 2 disregarded for purposaaof the Mandatoty Distance Requirement- Identify the specific Developments) to disregard by selecting€t (them)from thedropdovrn menu(s) below. Use the Addendum if more propeities areneeriedto betdentified. -50ettone? cs?I.-c t one, <selectuite> select one: select one, g. limited Develop me nt Areas (LDA) Isthe proposed Development located In a Limited Development Area (LEA)? h. RaclallyandEthnically Concentrated Areas ofPoverty(RECAP) N any part ofthe proposed Development located Ina RECAP designated area? No No (1) Does theApplkallonqual€fyfor the DevelopmentSubcategoryofRedevelopment,with orwithoutkquisition? (2) Is the proposed Development part of aLoedI Government Revitalization Plan, did tlie Applicant propeilycompleteand WIX11 submit the Florida flousingPlAance Corporation Local Government Verificat ion Thal Development Is Part N A Local Rerotalizatiun Piau form (Form ilev. 08-2i)20'r as Attachment 5, and does the fanu demonstrate that the plan wasadopted onorbeforebnuary1,2023? 1 � Transit Service Pointscalculated based on the i nformation entered above: 6 w: Community Service Points calculated based on the Info rmationentered above: 9 PHA orRDProximity Boost points achieved? 0 Total Proximity Points calculated based on Information entered above; 15 Using the i nformatio n entered above, does the Appl [cot 10 0 meet them! n1mum Proximity Point Yes Requirement? Wingthe information entered above, doesthe Application meet the Proximity Funding Preference? 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SKIP THE 1 rideCATGET THE It 1 e eewtA AAta r t tiertlage Bkd For real-time stop and Realth-1 route Into, download r F Uf6com our rideCAT Opp! street � • 4 �'�j • zl N1 MITER t Lako Yrdttord Rd U La%o Trafford Rd1r`9� M 0 �y P� N. a'� �G v�2s Mlralkanl u' � 4¢ x¢ar2x 11 AOMEE AIRPORT rmmokalee Or rl • Lt R 00 bents Ave aHealthDaparlmeot ® Roberts Center © Farm Weikel Way �i Nlraltam odre ©11am6kale6&South Park CC Q Marriott Feather QHope Circle Q Health Department ❑ ] Route 0 School W O Tlriepolol 0 Gird. Center ® FronsferStatlon 0 Park W J 0 RatdeStop Park &Ride at library Roberts Ave ° 0 � w Marx St 1V MR111S e««eaaA—=N N EvtM r Eustis Ave■ • ■.ram 0 SE"OLE OASM TO 1 75 0 1=1g I 4 R Pets rau o'. naRrN 3 600 �rFtivtcs E nP.per Brd CD nri I I ��YT n /,\ ,4 n,/1 1� it °WARfKATF, u NCRP t° 10 m 9 o �, Vandeabit aeach rtoad ro o ,R 0.� ©° a n I $ ' v m � E ro 1t o a F NarY¢s © r F cwg„ a Q Pilo t3dgD pond r I on © m jr 0 ro i� oa O'd Tr[Et nr o � o v y N S9au Itoal x cc 1t lL a a a a M ? Z a' C Y r l a E :3 � m P e r.. y+ Gold en Cato - ptrsy i.SALii f Z40 - cam �� Ft65'��a, HM it A R YA—N � �- I'r .enn FFRptE9 - unYOFci a] a -Ava S c 00 city of Napl S To Immokalee Q tmmokaleo Road U D) 0U n q VanderNk Beach Road Gowen Gaia Blvd 000 Pure Ridge Road © Q U L, Ywi. Pond Gr Rad'l Lono I. Lr.j Radio Road f1.11•Il O r Aye a woova s 0 bads Bodavard wuEneolray 4 PIE RYFtIrC VlIER Rattlesnake Hammock Rd • Beck Btv T�ar.9� ,D1- a m 0® Sq. hr+lnra ad My l FHIM oa at s ts�P �.,i it wi, y�L O� I 19 o`Y r ®' E ry To Marco Island �, � ml CHWEF i• ■ Scary, for real time location tt To Immokalee ®io Naples Red Route/Ruta Roja j US 41 - Crencside 12 Gold Route/Ruta Ora I Airport - Creccside Orange RoutelRuta Nardnja I NCM - Coasllund Malt Teal ReutejRuta Verde Azulado I Buy5hore - Coastland Mall Purp6l3outeiRutahlorada I GoldsnGateCity Gray Route/RutaOtis j Golden GateGi'y Green RoutelRutaVerde I Rattlesnake- Fdisan Gollege Blue ROuta/RLlta Azul I Golden Gate Estates - Inrrnokalee Magenta Route/Ruta Magenta I Pine lIdrge Light Blue Route/Ruta Azul Claro I hlarc:o tslarrd ClmLlalor Silver Rottte/RulaPlateada j Expresslmmokaico- MacGtslard Pink Route/Ruta Rosa 1 'mmoltal-e Cira:kor BurgundyRoutelRutaMarvin mrnDkai--.aCircu['Ror Brovm Route/Ruta Carmelita j US 41 Fast- ChadeeEslates 3% Lime Green RnutelRuta Verde Limon j GG Pktry- Goode-ct2-Fral k tt_r E' ;rlj Lavender Route/Rata Lavanda 1 951 - Immokslee Rd SYMBOLS / SIMBOLOS Transfer Station School Botanical Garden QMuseum (D Hospital 0+v�d LiLbarPark LeslCdllarTransie a ry Penn L�car-a £+aids Park i£ Ride at Library f ZOD i�t� RY�a:�ataa Ea'.a--tea a= Pyusnr Fa.� _ - I U rHR ASideEIi AT CiBA 1 2 8300 Radio Road • Naples, Florida 34104 (239) 252-7777 a www.rideCAT.com l� • Leveraging of County funds with other resources that could be used to meet the FHFC required contribution level, and leveraging of County funds with other funds to achieve greater impact on the community/neighborhood (7 points) Response: In addition to the Local Government Area of Opportunity funding, the Applicant will work with County staff to leverage available funds and resources to maximize the positive impact the proposed development will have on the community. Notably, the project is within the Immokalee Community Redevelopment Area. The Applicant spoke with CRA Staff in 2022 to discuss potential resources to be leveraged as part of the development proposal. The Applicant wilt continue to work with the CRA to form partnerships in the areas of economic development, beautification and housing quality. • Ability to meet FHFC requirements for the contribution to be a part of permanent financing with minimum loan term, and maximum interest rate (3 points) Response: The proposal meets the FHFC requirements for the contribution to be a part of permanent financing with minimum loan term and maximum interest rate. The proposal will adhere to the criteria as outlined by the County, specifically: a I ON interest rate, 30-year term, loan to be fully amortizing over a 30-year period, with a balloon payment due when the first mortgage is paid off or refinanced. loan documents will provide for the standard default provisions and upon default, the loan shall accrue interest at the highest rate then permissible under Florida law from and after an event of default that remains uncured. U Cash Flow Pro Forma Cash Flow Pro Forma 10181Urits: 80 Residences atS9minolO Glossing Prim ohate 0, CdB9r County, Florida per U ft Y4ael Y-2 YeerJ Yeer4 Ye er5 Y."6 Year7 Y4erd Y-1 Yee, fo Ynr if Yee, 12 Year$3 Yee, f4 Yeer15 TWO Pmpeted 1-8 R-fReticaue(1) $12,751 SI,62D,060 $1.040,461 S1.061,210 $1A32,496 $1,104,145 $1,126.223 $1.148,753 $1.171,728 $1,195,163 $f,219,066 $1243,447 $1,239,316 $129302 31,319,556 $I.S45,947 $17,640,319 1Mashedfl7erlricome f0% Pe-&tr 9- $40. 0 $34,560 $35.2S1 $15.955 $38.676 537.409 $36,15T $38,920 139,699 S40,403 $41,302 S42,128 $4P,971 $41.630 544,7D7 $45,601 $597,850 Csblsl.Cetlnmme190%Pemtefon) $0.0 $0 �$0 so $0 ;0 SO $0 $0 $0 11 $0 50 SO $9 $0 $0 SD $0 $0 59 Pel Feehcm (SO%Fwellsfon) Ofelntarce $DAD $3DA9 $D $28.803 $0 $29,376 So $29,964 SO ;3D,583 $0 $31.174 $0 431.796 SO $32,433 $0 $33,082 $0 $33.744 so $34,410 $0 $35,107 30 $35,309 $33.52$ $37253 $35.001 e3438.050 Opet41n9Expenses fOeal Eslale7exe_s ;1200 $96,000 S96,860 *101,946 $104,902 $103,049 $111,290 SIt4,629 $118,068 $121,610 5125253 $129,016 ;132,886 $136.873 $140,979 $145,209 31,T85.493 hsdrante $120D $98,D00 $93R60 SID1.546 $104,902 $108,049 $111,290 $It4,629 $118,060 S12t,StO $125259 $129,010 402M6 $13.6,873 $140,979 $145,209 SM05,493 UEleS 13l $359 $28,000 $38.540 $29.705 $30,596 $3L614 $32,460 133.433 $39,436 $35.470 $35.53.4 $37,630 $39.759 $39.911 $41.419 $42,353 $520,770 Repatsand Malllen"m $400 $37,000 $32,950 $n.949 534,967 MOM $37,097 138210 $39,356 $46,537 S41,753 $43,005 $4095 $45.624 $48,993 $49,403 4595,165 Manage- 5723 $57,656 JMS02 $61,379 $63,221 $65,117 $67,071 169.093 $71,155 573290 $75.489 $77,753 $80,035 $82.489 $84.963 $5T,512 $1.075,05S ReNalMill Fapenses 31so $12,D39 $12,350 512,731 $13.113 $13,596 $13,911 $t4,329, $14.755 $152m $15,657 $16.127 $15,611 $17.109 $17.622 319.151 ;223,187 Gmeml AdnirlstaWe 5159 2 $12,20 $12,731 $13,113 S13596 $39il f4,329 $14,75e $15101 $5565 $16127 $16,611 $17,109 e $17.622 $19.51 e1 $2.187 .... Pr4ec4d0 redo In - - - IN klit SGWO 157B,207 $536454 594D53 S601,951 1609915 61-T910 S625.904 11,33,913 S641932 949953 S6,57,OS5 SSSkOD9 $674.025 1682,02a $500,GI2 59510088 Debt her i" SS.928 $474 220 $414,220 $474,220 74 220 S474,M 44T4,220 $474,22G 4T4.220 UTAMO 1474.220 74 220 S474,220 3474.220 74 O 14T4,720 $7,113,300 rvlce a 1.2 1.24 1.25 1.21 129 1.30 1.32 139 1 1.42 &1 1.4 race 1 1.24 625 ET f29 1.0 3R0.dtioMFn 4 13 3 40 1.46 11..3344 Neuneame llbr Iehts-lce A01 $104,D67 $N1934 $119,333 $127.761 $135,71S S143.690 1Sr684 V59,693 $167,712 SIM736 $183,795 M1,789 $199.805 $2071619 $215.792 $2,MM N Exhibit Ato RFA2023-201 Housing Credit Financing For Affordable Housing Developments Located In Small and Medium Counties Sectlon 4.A.10 Development Cost Pro Forma NOTES: (]) Dwaoyerfaemayrdl cadtoffm11snsi8Wshedln RL4oC2ptrr67-48.FAC-.or WSRFA Artfpofflcnctftfoom tag peen dderrcdmrst60indu6ed InTdn(DeL.+dTGn t. Ces,L {2) eocans"ousing CredhegLlly proceedsare balrg used as aseuae rfRrarcirg, canTlde Columr> Iand2The varhrs FHFC Eirgam ices should he �flmared and indui�dln cdunn 2 [or nl leaslrt:e Rasing CradlPrajam. (ay General GmBeciota fee lsltmitedb 14% d xhel ccnslrrWm cos1(b(ApPka!]W PXPDWs, His iS represelad ty A1.i.Cdumn3);rwrded da5nb reareslrZsBar.The GrrxralCadradorsfoe musiMdsdaed Theeenxel Ca antnes feefrdrdes0eneral Cmdtirrs, bvahe<sd. and PrdR. (4) For AWcAW purposes. Hre marlmun had and soR coslaorWrgoades alkmiDl carotaxow(a) 54: of hard and scftcosls for the De4-eleTrrsrl Category orNen Cmet wacq a (b) 15`h d Lard ccslg andSYe d adtcwlsfa Deveicpmert C�egOdesd RohablTdaOan, Niih x xJUW Aa;dslgwn as TLrflier described In Rue CWar 67-48. FAG„a this RFA (5) An Opera5n)Ddldt R8s£rves(ODR) can be lyd ied in C. DFvEL0Pr.1ENY COST, bd cannel be used In deisnrWry the masimun Devdnprr rce. Applicants may Irr[We an OUR amwo Hv1dacs nde caed *1500 per aril on iheuevdeprrm Cost ProFamaas pat dtheNVIcdEm tp r . An OUR rWred ty an WY mritgage larder,a Crctil Urdewrila nin be sued In aedt snderwdtl rg. Ary reserves In excess d t*ma(Imun alon+odat8 be reducod try the CapadinR to Hie macimun d{uval Grlrg Appl�lm scalrg. (6) CunmarcEal,retail, ed ddeesleea wand TuuHvpJly related andsLbordh2bbH+ere40en0al urns, ardaend mnskian d tobecemmmity sonice fxilidag.As sar, these costs ere WAthar considered M dl jbte ba31s ror bsdtded in IhaTDG CanpalsonTesfng jxr (7) A%Nxo the Caporabw arkmaiaVmM the casts lismw He Dee.4opmentCostPro Forma, DetdtExliav 00 Ehed, CmstruUonr Rdiabk2ysls and PermaentArdysls Fse err OdOchanpadrirg credRUfdfM7ring, Ken costs are soiled to char ant llmWans prwlded In Rd8 C[vpter 67-48, FAG,. a Vf %RFAss apAmNs USETHE DEWLPEXPLANATION SHEET FOR LVLANATIINI OF' ITEMS. IF ADDITIONAL SPACE IS REQUIRED, ENT9T THE INFORMATION ON THE ADDENDA LOCATED AT THE END OF THEAPPLICATION. What was the Development Category of the Proposed Development: New Construction Indicate the number of total units in the proposed Development: 80 UnHs 1 2 3 HC ELIGIBLE HC NELIGIS L.E TOTAL COSTS COSTS Costs DEVELOPMENT COSTS Actual Owshucfion Cosis DentioFrtim ConimarciallRetail Space NarP Conslrarlion AcliviElss 13,BW,D00.00 13,800,000.00 'Site Work (explain off -site work In detail) Rehab CGneiruction Activities `Other (explain In detail) AM. Actual Construdlon Cost $ 13,800,000,00 A1.2. General Caitracior Fee B°B—I ? (Max. 14% ollAl,1., coiunn 3) $, 1,932,000.00 $ $ i,932,000.00 &r!, UCF @ Tiib: $S-W Wlo) A1.3. TOTAL ACTLIALCONSMC11ON COSTS $ 15 7732.000.00 $ $ 15,732,000.110 A1.4. HMt7 COST CONTINGENCY sr.r " $ - 786 6000,00 3 $, 786,fiD0.00 PdarhCC@6`.. $7a'YCWr,f' RFA20ZS-201 'Pro Fo rma'worksh eet tab; Pagel of 7 Exhibit Ato RFA 2023-202 Housing Credit Financing For Affordable Housing Developments Located In Small and Medium Counties RFA 2023.201 DEVELOPMENT COST PRO FORMA f°an 7 f71 General Developrr-,enf Cosfs Professlonal Fees Insurance(s) Local GcNerrment Fees & Taxes FWC Costs & Fees r-- Tenant Relocation Costs `Other (explain In detail) A2,1. TOTAL. GENERAL DEVELOPMENT COST A2,2, SOFT COST CONTINGENCY •�} 1 HC ELIGIBLE COSTS 063.900.00 260.000.00 1,694,840.00 150.000,00 2 HC INELIGIBLE COSTS 55.000.00 426,000.00 75.000.DO 3 TOTAL COSTS 1.016.900,00 250,000-00 1,594,640A0 425,00D,00 22s,0o0'ea $ 2,059,540.00 _ $ 55NOMDO $ 3,513,546.06 $ 176,677.00 $ $ 176,677.00 617<- 67 r.(1 Fnanclaf Cosfs construction & Bridge Funding Costs 1,167,636.00 404.623.00 1,612,169.00 Pernwent Furling Casts 67.600.00 67,500.00_ 'Other (explan In detail) A3, TOTAL FINANCIAL COSTS $ 1,167,63fi.00 $ 472,123.DO $ 1,639,659,00 ACQUIS1770M COST OF EXIS77AG DEVELOPMENT (excluding land) Existing BUIding(s) 'Other (explain In detail) M TOTAL ACQUISITION COSTS OF EXISTING DEVELOPMENT (excl"ding land) $ $ $ C. DEVELOPMENT COST $ 20820,353.00 S 1,027,123.00 S 21,84747, &OD (A1.3+A1,4+A21 +A2.2+A3+5) DevelaperRe Developer Fes on AcquisMon Costs Mi DF @ WA ;Qr,O Developer Fee on Nan -Acquisition Costs 3,495,696.00 3 45.?9G00 Ma, DF Q 165t: D.-TOTALDEVELOPERME $- 3,495,690.00 $ $ 3,495,596.00. E. OPERATING DEFICIT RESERVES s.°xae'tA $- $ $ r, "XOnF: 3xo.c+uai F. TOTAL LAW COST 3- $ 2,600,1)OD.OD S 2,606,000,00 G. -TOTAL OEVELOPiAENTCOST SiaK-k0 $, 24,316,049.00 $, 3,62T,123._00 S� 27,643,07200 (C+O+E+F) RFA2023-201 'Pro Forma'worksheet tab: Paget of Exhibit Ato RFA2023-201 Housing Credit Financing For Affordable Housing Developments Located In Small and Medium Counties RFA 2023.201 DEVELOPMENT COST PRO FORMA (rn1rf71 DeialllExplanation Sheet Totals mustagree with Pro Forma. Provlde component descriptlons and amounts for each Item that has been completed on the Pro Forma lhat requires a detailed lister explanation. DEVELOPMENT COSTS Actual Conslructlon Cost (asflsfedend'Rl.� off -site wok Other. General Development Costs ps)Wedaflhe A2) other. F, F& E Flnancla l Costs (asflsledellfan A3) Other. Acquisition Cost ofExisfing Developments p3Hsfedaflfen B2 j other. RFA 2023.201 'Pro Forma`wor&sheet tab: Page 3 of 7 Exhibit Ato RFA2023-201 Housing Credit Financing For Affordable Housing Developments Located In Smail and Medium Counties RFA 2023-201 DEVELOPMENT COST PRO FORMA CONSTRUCT]ONIREHAB ANALYSES AMOUNT LENDERITYPE OF FUNDS A: Total Development Costs $ 21,843,072.00 B. Construction Funding Sources: 1, First Mortgage Financing $. 22,347,705.00 Ragulated Wrtgaga Lender 2: Second Mortgage Financing $ 460.000.00 Other 3. Third Mortgage Financing $. select from menu> 4. Fourth Mortgage Financing $ <select from nwu> 5. Fifth Mortgage Financing $ Kselact frommenu> G, Sixth Mortgage Financing $ <select frommenu> Financing $ Enter request an i:undnq Tact Financing $ Enter request on Funrkrg Tab _ Financing $ Enter re uest on Funciipq Tab Financing $ Enter request on Fundfing Tab 7. HC Equity Proceeds Paid Prior to Completion of Construction which is Prior to Receipt of Final Certificate of Occupancy or In the case of Rehabilitation, prior to placedAn service date as deterrnned by the Applicant. $ 6,896,550.00 8. Other: S Kselect rrom menu> S. Other: $ select from nwu> 10. Deferred developer Fee $ 0.00 S fvntaining NvEJbpsr Foe for Defarcd (as reeded) 11. Total Construction Sources $ 29,704,256.00 C. Construction Funding Surplus (13.11. ToU Corstntmmsuurces, 1e &TdaroerdormmeclCastcf; S 1,861,184.00 {A negative number here represents a fuming shottfa%) Met Construction Financing Threshold for sources equal or exceed uses: Yes Each Attachment must he listed behind Its own Tab. DO NOT INCLUDE ALL ATTACHMENTS BEHIND ONE TAB. RFA2023-201 'Pro Fo rma' wo rksheet to b: Page 4 of 7 Exhibit Ato RFA2023-201 Housing Credit Financing For Affordable Housing Developments Located In Small and Medium Counties RFA2023-201 DEVELOPMENT COST PRO FORMA rvamsrt�i PERMANENT ANALYSIS AMOUNT LENDERITYPE OF FUNDS A. Total Development Costs $ 27,843,012.00 B. Permanent Funding Sources: 1. First Mortgage Financing $ 6,760,000,00 Regulaled Mongage Lender 2, Second Mortgage Financing $ 460.000.00 Other 3. Third Mortgage Financing $ <selectfrom nmu> 4. Fourth MortgageFinancing $ <sa]W frini menu> 5. Fifth Mortgage Financing $ <selacl from menu> 6. Sixth Mortgage Flnandng $ <selecl from menu> Financing $ Enter request on Fundng Tarr Financing 5 Enter request on Fmdng Tab Financing $ ,Enter request on.Fundng Tab Financing $ Enter request on Funcing lab 7. HC SyndicationlHC Equity Proceeds $ t9.704.429.00 8. Other: $ esalact fmm menus 9. Other: $ <selecl from menu> 10. Deferred Developer Fee $ 928,843.00 5 2.56'e.M53.00 RemslNng Ihvelaper Pee far Dafen4 (as needed) 11. Total Permanent Funding Sources $ 27,843,072.00 C. Permanent Funding Surplus (BA 1. Tod PRrm tFaelpg Sampoes. ImsATaW DwdWmA tGosh): $ 0.00 (A negative number here represents a funding shortfall.) Met Permanent Finanang Threshold for sources equal or exceed LISPS: Yes Each Attachment must be listed behind Its own Tab. DO NOT INCLUDE ALL ATTACHMENTS BEHIND ONE TAB. RFA2023-201 'Pro Forrna'worksheet tab: Page 5 of 7 Exhibit Ato RFA2023-201 Housing Credit Financing ForAffordable Housing Developments located In Small and Medium Counties RFA 2023-201 DEVELOPMENT COST PRO FORMA ri tee6d71 TIe Iron l of Gs page Is b a3SI MAppdcenr in detamiring Im retTOC d(Qle 00;oasd Derdwrriat and comparing it ln,1Y6 *rWM tale DwzI0imdtl:s mwimum TDC Compmem per RFA me �rracy c(thOrodipalsm Is dePeMa`t rpm tnsexuacy tt lWnrcta and Flab Housing taken ro respNrAWily IncrypWandrgeras FHFCwaii Amn Ills pagelostand»netTDCvdteira. Y FHFC makes ery rstns�sbIhaA.ptilr is Bala orassunpUons,FHFC's FATDC oftha prapesed OerdopricA a reOeveto errs Atadmuin TUC Ccmporiertdeterminad by FHFC maytorifiacrtifim thaarAcurtsprvhdad balmy. Pleaso read theRFAfa ct06"fspmsesand de&Nfimdferms.Tlts IaUs Is co al end1s use is atthe.sde disa0co dtho ApFAcart AVlcwtlsrespaWNAl0vafiry udall aspeds orlbaAppacaffmb mad RFAailala Total Development Cost Comparison Test In which county is the proposed Development to be located? .......................... Coifier. (Medium County) Hard .Cost Factor Per Unit* Unit Category, Type, and ESS Designation Unit Count Maxlmum Hard Cost PU Limitation Pro Rata Limits NC Garden Nan-ESS r�fffli%%/ NC Garden ESS 80 $240,000 $240,000 NC Mid -Rise Non-ESS1. E?r i 1� / I ]1 / ✓sr r1 NC Mid -lase ESS NC High-Rise�/ Fz�� "' ��. 1 r / Rehab Garden/r, Rehab Non-Gardenffi Hard Cost Factor Per Unii 80/ $240,400 'GarrHRfnch.d� Ai Dcce'yxnmf Tjve3 aPaa" Pan Mid-AlsearadNl¢r.4rse; NorGacr?<11lxiu�s Deti�¢vrsef( TypesciMidRlse with da;'alar {4 sfares, 5 sfvrias, orS sbries} cad NiglrWse j7 ermaesiories}; A(ld-Rlsa lnciuks De�elopne.YTy� d M1dRlaE rich efet�cr (4 slnrieR 5sto�frs, orb s:orles}; and HkjFRfsernc(r.ct:aDe5elmmed Type dFA¢rRlse{7a mDv sicrlas}. ESS meats Err4axvdStriMhnalSysfa'ns CorsLvcOm Calculated Maximum Hard and Soft Cosls Per Unit................................................................... $ 320,000.00 ($240,000 Hard Cast Factor Per Unit/ 75% = $320,000) Applicable Adddn(s): Add -On PU New TOG PU limitation No applicable Add-Ons $ 320,000.00 ApplicableMuldplEer(s): Multiplier NewTDCPU Limitation No applicable Multipliers $ 320,000.61) Total Calculated Hard and Son Costs Per Unit with Add-Ons R Multipliers .................................. S 320.000.00 Maximum Non -Acquisition Development Cost Per Unit.................................................................... S 339,200.00 ($320,000 Hard and Soft Casts vY Add-Ons & Multipliers x (1 + 0,06) One Plus the Escalation Factor-$339.200) Maximum Non -Acquisition Deve lopment Cost for Developer Fee .............................................. $ 27,136,000.00 ($339,200141aximurn Mon -Acquisition Davelopmenf Cost PerUnit x 80 Units = $27.136,000) Maximum Dev. Fee Amount on NonAcquisitionDevelopment Costs ......................................... 5 4,341,760.00 ($27,136,000 Max NonAcq Developrmnf Cost torDeveloperFee x 16% NonAeq DevolonarPee = S4.341.760) Development's Actual Building Allocation (ii applicable, see Pro Forma Line B).......................... S Maximum Dev. Fee on Development's Actual Building Allocation .............................................. (SO Development's Actual Budding Allocation x 16% DF= $0) RFA2023-201 'Pro Forma'tvorksheet tab: Page 6 of 7 Exhibit Ato RFA2023-201 Housing Credit Financing For Affordable Housing Developments Located In Small and Medium Counties RFA 2023-201 DEVELOPMENT COST PRO FORMA rFa®7d7r Developments Maximum Developer Fee................................................................................... ; 4,341,760.00 ($4,341,760 Max DF on Max Nan-Acq Dovelopment Cost + $0 Max DF on Development's Bu,ldlno Alb ca bbn a S 4.341. 760) Developments Maximum TDC Component................................................................................ $ 3f477,760.00 ($27,136,000 Max Non.Acq Dovelopment Cost + $4,341, 780 Max DF on Max Non-Acq DevebpmantCost + $0 Max DF on Aeveloprnent's Buiildding Allocation = $31,477,760) Derivation of the actual Net TDC of the woriosed Development; Total Development Costs (Line G„ column 3)................................................................................ 5 27,B43,072.00 Less Acq. Cost of Existing Dov. (excluding land) - Existing Building(s)........................................... $ Less Land Acquisition Costs (Line F., calumn 3)........................................................................... $ 2.600,OD0.00 Less Demolidon and Relocation Costs, If applicable ...................................................................... $ Less Commercial/Retail Space Costs, it applicable........................................................................ $ - Less Operating Deficit Reserves (Line E., column 3)..................................................................... $ Actual Net TDC of the proposed Development........................................................................... i 25 343 072.00 Is the proposed Development's actual Nei TDC equal to or less than the Developments Maximum TDC Component provided In the RFA4................................. Yes RFA 2023-201 'Pro Fo rma' worksheet to b; Page7 of 7 Exhibit Ato RFA2023-701 Housing Credit Financing For Affordable Housing Developments Located In Small and Medium Counties Section 4.A.10 Funding a, Corporation Funding (1) HousingCreditRequestAmount Competitive }iousingCredit Request Amount H ousi ng Cred it Request Amount Limits: Per Development -Small Counties NA PerDeve[o�rpent-Medium Counties $2,142,000 Lesserof Maximum Request Amount Per Development, or Maximum Request Amount via Per Unit Limit: $2,142,000 (a) Competitive Housing Credit RequestArnount (annual amount): $2,142,000 Applicant's Eligible CompetitiiveHousing Credit RequestAmount: $2,142,000 (b) Is the proposed Development thefirstphaseofamultiphase Development? No (c) Basis Boost Qualifications: (€) IstheproposedDevelopmentasubsequentphaseofamultiphaseDevelopmentand ellgiblefortheHUDbasis boost? cselect from menu> €flies`,slatetheCorpofat ion -assignedAppllcatvonffltaiberfor tile Developmenty,,here theiirstphi sev., as declared. 01) Are any build lags intheproposed Development located inaHUD-designated SADDAforCollierCounty? <select from menu> If"Ye> proyidethe SADDA.ZCTANunit, er(s)'furCol lierCourrty; tII.-. rr?,o.tr,.li,., —nJ ,r:;r lit'.%z. (%n, k.-,, Ir, 9;.l .tr. p: r r,2.I (111) Isthe proposed Development located In a HUD -designated non -metropolitan DDA? No ifLlye "%provide the non •nictropolltanDDAtountynanw (iv) Is the proposed Developmentlocated Ina HUD-DesignatedQCTforCollier County? Yes Data erdrles mrdrm eeglMHry if "Yes', indicatelfit Ise Metro or Non•Met(oQCT: Metro If "Yes', indicatetheHUD designated QCTcensustract number" for Collier County: The gCTlsMlhe Cdil tCanty HUD 2123UeIr-Qla datahsm 112.04 Rhe ApoJont shrnld enter e* the watt coda please educe the cartespordre state aryl mpty pxh . (vj Ate any buiidingsintheproposedDevelopnielitlocatedinaGeograpliicAreas ofOppertunity,havingthe option ofquslifyifig fora CI,rP-Designatioil ba-isboust? .!elect franc nienu> if"1'a,',enterthe G oE.raphitAreas ofOppoitunityCensusTractfluniber(sl; RFAZ023.201 'Fund!ng'worksheet tab: Pagel of 3 Exhibit Ato RFA2023-201 Housing Credit Financing For Affordable Housing Developments Located In Small and Medium Counties Sectlon4.A,10 Funding fr6- jyt7is�sl .1ca1J crw.i rrd:ir4; C - f"Jbv ,5re. cf rx.r"nw.t7 emu,. ; rrht nur.A--rf. WDJ'1r2T4. cae Nr ren) rlI.IF, !!;zm sirs?I-I,,cdy tt�r w:;LrrJ; It+aaMk thr rJ,4--Pq ya:e-4,. )O7rI (vl) Does the proposed 0ev>_iopmentqualifyfor the WC -al Government Areas o{Opportunityhasisboost? The Development appears to qualify fora HUD basis boost, disqualifying it from a CAP No basis boost. (vil) DovstheproposedDevaloprnentqualifyfortheCVv-DrignatedPublicHousingAuthorityAreasofOpportunitybasisboosti csel&t from menu (d) GeographlcAreas ofOpportun[ty/SADDAGoal Isthe proposed Development eligibletoheconsidered fortheGeographicAreaso€Opportunity/SADDAFunding Goal (Family demographic only)? <select from menu> I"Ya> tr Ihl ,for the eoat,10dIcatewhichoft hecriteriahasbeen mctfoi'theentire inropos?dDevelopmEntsite, Including any Scattered Sites: cselect from rnenw- (e) The Hous€ngCreditequityproposal must beprovided asAttachment7.. (2) Other Corporation Funding (a) IfaPLPloan has been awardedfor this Development, provi.dethefollow[ngIdormation: Corporation File No: AmountofFunding: b. Non -Corporation Funding (1) Ifthe proposed Development i5assisted with fundingunderthe United States Department ofAgriculture RD 515 Program and/or theRD 538 Program, indicate the applicableprogram(s) below and providetherequired documentation asAttachment 9to Exhibit A. RD 515 RD 538 (2) Non �Corpo ration Fund Ing Proposals Attach a 11 fu nd Ing pro p osals executed by the lender(s)orbyany othe€source asAttachment 10. c. Development Cost Pro Forma To meet the submission requirements, completethe attached Deve[opmentCost Pro Forma tab. d. PFlncipal oftheApplicant isaPubllcHousingAuthority and/or aninstruInentalltyof4Public Housing Authority (1) Has theApplicant entered into a land leasewith a Public HousingAutborityon propertywhe(e the proposed Development is to be located or the Applicant provided an Option to Enter Into a Ground Lease Agreement on property where the proposed Development Is to be located; AND the property has an existing Declaration of Trust between the Public HousingAuthority and HUD? No (2) istheApplicantassociated with aPubllcHousing Authority and/or anInstrumentalityofaPublic HousingAuthorityInthe ownership structure? No Ifa Public Housing Authority has one oftheabove•described relationships with the Applicant, statethe name ofthePublic HousingAuthority. e. Leveraging Classification RFA2023.201 'Funding worksheettab: Page2 of3 SynovusBank 2500 Weston Road, Ste 401 Weston, FL 33331 NO V S LETTER OF INTENT FOR CONSTRUCTION LOAN August 9, 2023 Mr. Robert Hoskins Arbor Ridge Housing Partners, LP 800 North Point Parkway, Suite 125 Alpharetta, GA 30005 Re; Residences at Seminole Crossing, a 80 - unit multi family development located in Immokalee, Collier County, FL (the "property") Dear Mr. Hoskins: Synovus Bank (hereafter "Bank') is pleased to provide you this letter of intent in connection with the above referenced property. This letter of intent is made based upon the initial financial infonnation and projections provided to us in support of your loan application, and under the following general terins and conditions: 2 Borrower: Arbor Ridge Housing Partners, LP Guaranty: The unconditional guaranty of payment and perfonnance of the construction loan (described below) by the managing member of the Borrower. Loan Amount: Up to $23,000,000.00 Interest Rate: BSBY plus 3p0 basis points, floating with BSBY floor of 50 basis points. Interest only payments made on a monthly basis, in arrears. Repayable: Term: 24 months Origination Fee: 1.00% of the Construction loan payable at closing. Security: First mortgage lien on the Property and Pledge of Equity Instalhnlents Closing Costs: Borrower will pay all closing costs. related to the closing of the construction loan including, but not limited to legal, title, survey, architectural, other necessary third -party reports and out of pocket expenses. Conditions to fiunding Constnuction Loan: Bank acceptable allocation of annual low-income housing tax credits from the Florida. Housing Finance Corporation. Batik acceptable plans and specifications. Bank acceptable Sources and Uses. Bank acceptable Appraisal. Batik approved general contractor and tine constnuction contract. Batik acceptable Guarantees of Completion Such other conditions which are customary and reasonable for a loan of this nature and amount. P-sgl 3 of I — --- " Cum Df diii letter oift"ut are strfcc3y cani`ideniial be veen the Box owes and BaA- Ali and lirty beriefivar ghts are -press,' negated. No person who is not a part}• to alms !ever of infew5ball live or en3oy any rights under this letter. Ec+ rhari_e, amendment car modifkation ow This letter of iutev shall be valid Unless trade m svnime, nddres d to the Borrowe. and 3ien.ed by an authorized officer of Binh - Airy d=.L.,6 to the PrOpErty Md the hmaciup trill €equile BRnk s reViEW and apro Al to emure z1ntipiiEcEe to ens Lndervhdng Standard3. This letter of mtem [ICES not expire before December 31, 2023 =d can on'v be exteuded m n-titiue. by Bauk. B:INK'S IDBLIGATION TG MAKE ANY LOANS ARE AT ALL TL%ES SPECIFICALLY C"ONDITIONEI) UPON BANK'S REMPT OF SATISFACTORY DUE Iili I E'{ E REPORTS, LNCLvDINC• ALNI ArPRAL AL, A TAX CREDIT RE5FRV,&,T10N, L E LTM LETTER OF E TE.1% AND FIMUL LIL -VN DOC-L-TENTS, IN FORM ANTD CONTENT DEEMED &VIISFAC.TORF BY DxN'K IN ITS SOLE AND ABSOUT E DISCRE'TION. Mink Vol) for tht Opportunity to SM-e your financing reds in connKrion with ibis prop wy, Wel001; forward to working with you, Please do not hesitate to call ate if YOU bAlfe MY gUOMOM5 Situly, 'd6; I'laiihn L, Cut Dirsztor c9mm,ulity Inv°estu.Fnt Cspitai Agi-eed to and _ ccepfi?d ihL eth day of _liugu_t r0?3 bt': ARBQR RIDGE HOUSINICE PARTNERS, LP h-DG Apmok RIDGE, LLC. tts geueyal partner: a ohest Hoskins, its nramger SynovusBank 2500 Weston Road, Ste 401 Weston, A 33331 LETTER OF INTENT FOR PERMANENT LOAN August 9, 2023 Mr. Robert Hoskins Arbor Ridge Housing Partners, LP Residences at Seminole Crossing 800 North Point Parkway, Suite 125 Alpharetta, GA 30005 Re. Residences at Seminole Crossing, a 80 - unit multifamily development located in -m»rolralee, Collier County, FL (tire "Property") Dear Mr. Hoskins: Synovus Bank (hereafter "Bank" is pleased to provide you this letter of intent in connection with the above referenced property. This letter of intent is made based upon the initial financial information and projections provided to us in support of your loan application, and Linder the following general terms and conditions: Borrower: Arbor Ridge Housing Partners, LP. Guaranty: The unconditional guaranty of payment and performance of tine permanent loan (described below by the managing member of the Borrower. Loan Amount: $6,750,000.00 Interest Rate: 6.50% Term: 20.5 years Origination Fee: 1.00% of the Permanent loan payable at closing. Security: First mortgage lien on the Property and Pledge of Equity Installments Page 2 of 3 Closing Costs: Borrower will pay all closing costs related to the closing of the permanent loan including, but not limited to legal, title, survey, architectural, other necessary third -party reports and out of pocket expenses. Conditions to funding Permanent Loan: Bank acceptable allocation of annual low-income housing tax credits from the Florida Housing Finance Corporation. Bank acceptable plans and specifications. Batik acceptable Sources and Uses. Bank acceptable Appraisal. Bank approved general contractor and the construction contract. Bank acceptable Guarantees of Completion Such other conditions which are customary and reasonable for a loan of this nature and amount. Tine teens of this letter of intent are strictly confidential between the Borrower and Bank. All third -party beneficiary rights are expressly negated. No person who is not a party to this letter of intent shall have or enjoy_ any rights under this letter. No change, amendment or modification of this letter of intent shall be valid unless made in writing, addressed to the Borrower and signed by an authorized officer of Bank. Any changes to the Properly and tine financing will require Bank's review and approval to ensure compliance to our underwriting standards. This letter of intent does not expire before December 31, 2023 and can only be extended in writing by Bank. BANK'S OBLIGATION TO MAKE ANY LOANS ARE AT ALL TIMES SPECIFICALLY CONDITIONED UPON BANK'S RECEIPT OF SATISFACTORY DUE DILIGENCE REPORTS, INCLUDING AN APPRAISAL, A TAX CREDIT RESERVATION, AN EQUITY LETTER OF INTENT AND FINAL LOAN DOCUMENTS, IN FORM AND CONTENT DEEMED SATISFACTORY_ BY BANK IN ITS SOLE AND ABSOLUTE DISCRETION. Thank you for the opportunity to serve your financing needs in connection with this property. We look forward to working with you. Page 3 of 3 Please do not Hesitate to call 561-558-3560 me if you have any questions. Sincerely, ��COAL Marilyn L. Carl Director Coinmunity hivestnient Capital Agreed to and Accepted this 9th day of August 2023 by: ARBOR RIDGE HOUSING PARTNERS, LP, NDG Arbor Ridge, L LC, its general partner By: Robert Hoskins; its manager Synovus Bank 2500 Weston Road, Ste 401 Weston, Ft: 33331 V11".1 J August9, 2023 Mr. Robert Hoskins Arbor Ridge Housing Partners, LP Residences at Seminoe Crossing Boo 1Vorth Point Parkway, Suite 125 Alpharetta, Georgia 30005 RE: Residences at Seminole Crossing 80 - Multifamily units Immokalee, Collier County, Florida JZe: Arbor Ridge Housing Partners, LP (Applicant), beneficiary of the equity proceeds. Dear Ivir. Hoskins: Synovus Bank is pleased to offer you the following letter of interest based on information received to date. We appreciate the opportunity to work with you as a provider of tax credit equity and related debt products. The purpose of this letter of interest is to generally describe an investment Synovus Bank is considering. These terms are subject to change upon the completion of the Banks Due Diligence, and as may be required pursuant to the BanKs applicable investment criteria, credit policies, or underwriting standards as may be in effect from time to time, along with other factors relevant to making an investment or lending decision. This correspondence is not a corlanitment to invest, and rro conurritment to itruest will exist prior to tire negotiation and execution. of a nurtuall y satisfactory Partnersld p Agreement Investment Entity. Arbor Ridge Housing Partners, LP, a Florida Limited Partnership, ,vith.NDG Arbor Ridge, LLC as General Partner and Synovus Bank, as Federal Investor Limited Partner (hereafter "Synovus') with a 99.99% ownership interest in the Partnership. ProjectDescrtptiow Residences at Seminole Crossing, a 80-unit multifamily affordable apartment community located in Immokalee, Collier County, FL. Eligible Annual Hors! ng CreriitRequestAmonrrt: $2,142,000 Total Housing Credit Allocation for Trines tment: $19,704,429 Tax CrteAtPrice. $0.92 Total Capital $21,417,858 Contribution.- I constnrctlan firrandngol equity) paid prior to or simultaneous with the closing •($3,9t0,885)paid at50%construction completion ($11,822,657} paid at Issuance of Ccrtificatcs of Occupancy ($591,134)paid at Cost Certificationlperm Loan Closing ($394.089) paid at proied stabilization and rcccipt of 8609s The total equity paid prior to construction completion will be $6,896,550 AssetManagement Fee: Asset management fees will be $75 per unit per year. Cash Flora Split: Cash Flow shall be distributed as follows after all other expenses, asset management fees and debt service has been paid: A. 90.00% to Managing Member. B. 10.00% to Federal Investor Limited Partner. Residual Split. Any gain upon sale or refinancing shall be distributed as follows: A. 90.00% to Managing Memb er. B, 10.00% to Federal Investor Limited Partner. Replacement $300 per unit per year (or per pernrarient lender). Reserms: Obligations of the A. Operatina Deficit Guaran : Unlimited operating deficit guaranty from General Partner an entity acceptable to Synovus until the latter of i) the achievement of a 1.20x income to .expense ratio for 90 consecutive days and ii) receipt of Form(s) 8609s. Once achieved, the operating deficit guaranty will be in effect for 60 months. B. Development Completion Guarartl : 'There will be a 100% guaranty by an entity acceptable to Synovus for the completion of construction of the Project substantially in accordance with plans and specifications approved by Synovus, including, without limitation, a guaranty (i) to pay any amounts needed in excess of the construction loan and other available proceeds to complete the improvements, (u) of All amounts necessary to achieve an debt service coverage ratio of 1.15x for three (3)consecutive months, and (fii) to pay any operating deficits prior to conclusion of Project construction. C. Tax Credit Guaranty: There wilt be an unlimited tax credit guaranty by an entity acceptable to Synovus for seven years following stabilization. 2 otherNotes and Synovus reserves the right to adjust the Capital Contributions herein Conditions: based on diligence of the following information: A. Contingent upon receipt, review and approval of environment reports (including testing for lead based paint, asbestos and black mold as applicable) and geological reports, site inspection, appraisal, market study supporting lease -up schedule, personal and/or corporate financial statements on the General Partner, general contractor and guarantor(s), management company review, revised construction budgets, contractor, contract, and cash flow. B. Synovus will engage an inspecting engineer to review the project and plans and specs prior to partnership close. The cost of this service will be paid by the partnership. If an acceptable appraisal is not required by the Iender, the cost of an appraisal will also be paid by the partnership. The costs of inspections on monthly draws will be the cost of the partnership if not available from permanent lender. in addition, all legal fees will be paid by the partnership. C. To help fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each person or corporation who opens an account and/or enters into a business relationship. D. If the project has soft debt. financing, Synovus may require a residual analysis that shows that any soft debt financing will be repaid at the end of the respective soft debt term. E. Agreed upon lease -up schedule will be subject to review of due diligence and market information. ?Nri1 J Again; thank you for your time and we appreciate the oppprtunk.to work ivitii you. Vexyl tpruly yours, W C61AL Marily. t L. Carl Director Community Inveshment Capital 561-558-3560 The purpose of 1W Lehr is to gene Uy desm}be ae fnsestinmt5pno nis Hank is wnsiduing.These terms are subject to change.upon thnmmpleticn of the Banks pueahgama, as3d as mayberequired. pmumt to the Hank's applicable lnvestmenterilesia,, credttpohcim or unlenwritingstand3tds asmaybeiaefiectfrom time to time ado s with other factors mferaut to making an intestmatt dcdsion. These terms may not be changed or othm lie modified orally. This refFec do not survise Qo:ing of the transaction. This oorrasporAt a is not a mmmilmertt to invest, and rn commitment to iaarslwill exist prior to the regouatfoaarJ eKaitioaof amutually satisfactory J 1Uerof inlaskand Part.-Wp Agreement � f A � AGREEMENT OF PURCHASE AND SALE THIS AGREEMENT OF PURCHASE AND SALE (this "Agreement") is dated the S day of August 2023, by and between IMMOKALEE, LLC, a Florida limited liability company ("Seller"), and ARBOR RIDGE HOUSING PARTNERS, LP a Florida limited partnership C"Purchaser"). RECITALS Seller is the owner of certain property of 8.83 acres, more or less, located in the Im mokalee, Collier County, Florida, rnorc particularly described on Exhibit attached hereto acid made a part Hereof (the: "Real Property"). Purchaser and Seller desire to set forth their agreements concerning the terns and conditions pursuant to 4vluch Seller will sell to Purchaser and Purchaser will buy front Seller the Property (as defined herein). NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE 1 PROPERTY/PURCHASE PRICE 1.1 Pro ert : Subject to the terms and conditions of this Agreement, Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, the following property (collectively, the 'T operty"): (a) The Real Property, together -with all of seller's right, title and interest in and to (i) all improvements owned by Seller; acid located thereon, ' luding iris#_allations and other improvements .of every kind now or hereafter in, on, over and under the Real Property; if any (ii) all other rights, benefits,. privileges, easements relating to the Real Property, and (iii) all water and water rights, and. any other rights to use and appropriate Water -from or relative to the Real Property, if any. (b) Any and all right, title and interest of Seller in and to any land lying in the bed of any street, alley, road or avenue within or otherwise adjoining the Real Property, and all right,_ title and interest of Seller (whether now or lereafter existing) in and to any award made or to be made as a result or in lieu of condemnation, and in and to any award for damage to the Property or any part thereof by reason of casualty. (c) All right, title and interest of Seller in and to at arid. all permits, licenses; approvals and development rights issued in connection with or pertaining to the Property (collectively, the "intangible Personal Property') (d) Any and all right, title and interest of Seller in and to any and all existing sutweys, plats, blue prints, drawings, soil tests, environmental reports, utility information, traffic studies, tax information, animal, tree and plant reports, appraisals and market studies and other documentation for or with respect to the Property or any part thereof; 1.2 Purchase Price. The purchase price for the Property (the "Purchase Price") is $2,500,000, to lie paid as follows: (a) the Earnest Money (as defined heroin) and (b) the Balance of the Purchase Price payable at Closing or any extension fhcreof inn immediately available funds. 1.3 Earnest Money. (a) Within five business days immediately following the elate of last execution of this Agreement by Seller and Purchaser (the "Effective Date"), Purchaser shall deposit with Fidelity National Title Group ("Escrow Ageiit") by wire transfer of immediately available funds to be held by the Escrow Agent, the annonsntOf $25,000.00 as earnest money (such amount, together with any interest earned thereon, is referred to herein as tine "Initial Deposit"). (B) In the event that Purchaser shall not provide Seller with tine Termination Notice (as defined herein) prior to the end of the Inspection Period (as defined herein), no later than five business days after the expiration of the Inspection Period, Purchaser shall deposit with Escrow Agent, as additional earnest rnoriey by wire trainsfer of immediately available funds, the amount of $50,000.00 as additional earnest money (the "Second Depos. fe). The initial and Second Deposits, together with any and 011 interest earned thereon, are hereinafter collectively referred to, as tine "Earnest. Money." Upon satisfaction of the contingencies set forth in Section 10.2 hereof, the Earnest Money (plus any interest earned) shall be immediately delivered by Escrow Agent to Seller and credited at the Closing to the Purchase Price payable by Purchaser to Seller. (i) Escrow Agent shall hold possession of, keep, deliver and dispose of the EarnestMoney subject to the terms and conditions of this Agreement and shall otherwise deal with the parties hereto fairly and impartially according to the intent of the parties as herein expressed; provided, however, that Escrow Agent shall not be deemed to be a party to this Agreement except for its obligations hereunder as Escrow Agent for the purposes of holding the Earnest Money. Escrow Agent shall be entitled to rely at all times on instructions given by Seller and/or Purchaser, as the case may be and as required hereunder, without any necessity of verifying the authority therefor. (ii) Escrow Agent shall not at any tine be held liable for actions taken or ojnitted to be taken in good faith and without gross negligence. Seller and Purchaser agree to save and hold Escrow Agent harniless from and against any and all losses, claims or demands arising out of its actions hereunder and Hereby agree to indemnify Escrow Agent from any such losses, clainns or demands arising out of its activities hereunder. (iii) It is further understood and agreed by Seller and Purchaser that if, as a result of any disagreement between them or adverse claims and demands being made by any of them upon Escrow Agent, or if Escrow Agent otherwise shall become involved in any litigation with respect to the disbursement of the Earnest Money, such parties agree that they, jointly said severally, are and shall be liable to Escrow Agent and shall reimburse Escrow Agent on demand for all costs, expenses and counsel fees it shall incur or be compelled to pay by reason of such litigation. (iv) Seller and Purchaser acknowledge and agree that for income tax reporting purposes, all interest earned on the Earliest Money shall be reported as earned by Purchaser. (c) Ifthis Agreement is terminated pursuant to any of the terms hereof, or ifthe transaction fails to close for any reason other than by reason of a default on the part of Purchaser, or if a contingency or condition set forth in this Agreement for the benefit of Purchaser is not satisfied or removed, the Eat -nest Money shall be delivered by Escrow Agent to Purchaser, without deduction or setoff, unless otherwise stated in this agreement. If the transaction fails to close due to a default oil the part of Purchaser, the Easiest Money shall be delivered by Escrow Agent to Seller as its sole and exclusive remedy, as more particularly provided for herein. ARTICLE 2 INSPECTION 2.1 hWection Period. No later than five business days following the Effective Date, Seller shall deliver to Purchasci the Due Diligence Documents (as defined herein), if available. Purchaser shall have until October 31, 2023 (the "Inspection Period') to conduct due diligence. Purchaser Tniay inspect the Property and conduct surveys, tests, soil and environmental studies, and any other studies, tests and surveys contemplated by this Agreement and otherwise as may be necessary or required in determining that the Real Property may be developed for Purchaser's intended use and that the Property and the Due Diligence Docunents are in all respects satisfactory to Purchaser, in its sole discretion. It is specifically understood and agreed that, withinn the Inspection Period, Purchaser may approve or disapprove of the Property for any reason whatsoever. At Seller's .request, Purchaser will promptly provide a copy :of any report or other information relating solely to the Property, other than a privileged comnnnnication between Purchaser and its attorneys. Purchaser and its agents, employees and contractors will beep in strict confidence all innforination obtained in tine course of any such inspections. However, Purchaser may disclose all information obtained with respect to the inspections(i) to its directors, bankers, and advisors as long as such parties agree to keep the inforniation confidential until such time as tine Closing is completed, or (ii) as required by law, provided Purchaser notifies Seiler of any such requests for disclosure as required by law within five (5) business days of said request and, if such disclosure must be made to a governmental authority, then Purchaser will allow Seller to make the initial disclosure to such governmental authority and this obligation will survive the tennination of this Agreement. If Purchaser determines during the Inspection Period that the Property is unsuitable for its purposes, then on or before 5:00 P.M. Eastern Time on the last day of the Inspection Period, Purchaser shall notify Seller and Escrow Agent in writing that it has elected to terminate this transaction (such notice is referred to herein as the "Termination Notice"), and the parties hereto shall be relieved of all liabilities and obligations under this Agreement, except those that expressly survive hereunder, and the Initial Deposit, and any and all interest earned thereon, shall be delivered by .Escrow Agent to Purchaser. If the Tennination Notice is not sent to tine Seller and Escrow Agent prior to the end of the Inspection Period, this Agreement shall automatically continue and the Additional Deposit shall be payable as set forth in Section 1.3 herein. For purposes of this Agreement, the term "Due Diligence Docmnents" shall mean, collectively, those of the following items which presently exist and are in the possession of or available to Seller: (a) The most current available boundary and, if applicable, as -built survey; and accompanying legal description of the Property (the "Survey"). (b) A copy of Seller's owner's title insurance policy for the Property. (c) All soil and environmental reports for the Property in possession of Seller. (d) All current engineering add site plans, documents and reports for the Property in possession of the Seller that supersede prior versions. (e) All asbestos, lead -based paint or other physical reports, if any, relating to the Property in possession of the Seller. (f) The most recent plat or proposed plat for the Property, if any. (g) Details regarding any pending or threatened litigation or condemnation actions at or affecting the Property or Seller. (h) Copies of all licenses and permits for the Property in possession of Seller. (i) All documentation in possession of Seller conceiving traffic, concurreney and the availability of utilities at the Property and all documents and correspondence to and from governmental authorities regarding in possession of Seller development rights and approvals for the Property. 0) Copies of contracts with third parties for services to tine Property. 2.2 Continued Right of Access for Inspection. Durhig the Inspection Period and at all times prior to Closing or any extension thereof, Purchaser, its agents, employees, contractors, spbcontractors and representatives shall have reasonable access to the Property for the purpose of performing its due diligence as required by Section 2.1 hereof and othenvise to conduct surveys? architectural, engineering, geotechnical, and environmental inspections and tests, feasibility studies, and any other inspections, studies, reports or tests reasonably required by Purchaser. Purchaser agrees that if the Property is disturbed during anytesting, Purchaser shall be responsible for having the Property restored to a condition substantially similar to its original condition. Purchaser shall give reasonable notice to Seller of such inspections and tests and shall not unduly disturb the ongoing business of Seller or any Tenant on the Property. This Section 2.2 states Seller's continuing obligation to cooperate with the Purchaser in carrying out the intent of the parties pursuant to the Agreement and provide reasonable access to the Property during tine period prior to the Closing. No language in this Section 2.2 shall be construed to extend the Irnspection Period or expand Purchaser's contingencies or rights. The obligations pursuant to this paragraph shall survive termination of this Contract. 2.3 Due Diligence Indemrnity. Purchaser shall keep the Property free and clear of any liens and does hereby indemnify,, defend and hold Seller harmless from and against any and all claims, losses, expenses, demands and liabilities, including, but not limited to, Attorney's Fees, assented against Seller or the Property as a result of (a) any injury or darlrageto person or property caused at any time after the date of this Agreement by any act or omission of Purchaser; or Purchaser's agents, employees, contractors, subcontractors or representatives or (b) Purchaser's failure to pay any bills, invoices or other charges relating to any inspections, investigations, evaluations or due diligence inquires by Purchaser or Purchaser's Agents. Notwithstanding anything contained it this Agreenrentto the contrary, Purchaser shall have no liability or obligation that may be related to its Due Diligence activities hereunder for, or in connection with, any Hazardous Materials (as defined herein) or other hazardous conditions existing on the Property or any liens, claims, causes of action, damages, liabilities or expenses arising from the discovery of any such Hazardous Materials or hazardous conditions or any report of same to governmental authorities that may be required by law or regulation sunless otherwise caused by Purchaser. ARTICLE 3 TITLE REVIEW: TITLE MSTS 3.1 Status of Title. At Closing, Seller shall convey to Purchaser the entire fee simple estate in and to the Property by special warranty deed (the "Deed"), subject only to (a) those covenants, conditions and restrictions and other exceptions to title of record which have been reviewed and approved by Purchaser, and (b) the lien of general real estate taxes for the current year and subsequent years which are not yet due and payable (hereinafter collectively referred to. as the "Permitted Exceptions"). 3.2 Title Documents: No later than October 31, 2023, Purchaser shall obtain, at Purchaser's expense; a title insurance commitment for the Real Property, together witli legible copies of all documents referenced therein, including, without linitatio% the deed evidencing Seller's title to the Real Property, (the "Title Cominittnene) and Purchaser shall provide Seller with. a copy of such Title Commitment by October 31, 2023. Purchaser shall be responsible for cost of issuance by Escrow Agent at the Closing to Purchaser of an owner's policy oftitle insurance reasonably satisfactory to Purchaser (the "Title Policy") issued on behalf of Fidelity National Title Company (`"Title Company") in the amount of the Purchase Price covering title to the Real Property. 3.3 Survey. Seller will provide a copy of any existing Survey to Purchaser in the possession of or otherwise reasonably available to Seller. Purchaser shall got a Survey or an updated Survey prior to October 31, 2023, issued or reissued and certified to Seller; Purchaser, Title Company and any other party Purchaser may request at Purchaser's expense. The Survey, as issued (or updated and reissued) and certified, shall hereinafter be referred to as the "Updated Survey." 3.4 Title Defects. Simultaneous to delivery of Title Commitment to Seller, Purchaser shall notify Seller in writing of any matter, requirement or item in tine Title Commitment and/or Survey that are not Permitted Exceptions or otherwise do not conform to the requirements of this Agreement (a "Title Defect"). If Purchaser has not so notified Seller (a "Title Defect Notice"), Purchaser shall be deemed to have approved Seller's title as shown in tho Title Col Anent. Seller shall notify Purchaser withitterr (10) days of receipt ofthe Title Defect Notice, which Title Defects Seller intends to cure. Within five (5) days after such notice from Seller, Purchaser will notify Seller that it will (i) accept title with those items delineated by Seller to be cured, or (ii) terminate this Agreement and i imediately receive from Escrow Agent the Earnest Money whereupon neither party shall have any further obligation to each other except those that survive pursuant to this Agreement; and shall have a period of thirty (30) days from the date of receipt by Seller of the Title Defect Notice to have each Title Defect removed, insured over or corrected in each case to the satisfaction of Purchaser or in a manner such that Title Company shall agree not to require such urnpenniitted exception to bean exception on the Title Commitment and the Title Policy (each, an "Acceptable Title Resolution'). If within the time specified, Seller fails to provide an Acceptable Title Resolution for each such exception, Purchaser may elect by notice to Seller (the "Election Notice) to either (a) terminate this Agreement and inin ediately receive from HScrow Agent the Earnest Money, whereupon neither party shall have any further obligations to each other except those that survive pursuant to the Agreement, or (b) waive the Title Defects and elect to accept title to the Property .as it then is. It Purchaser fails to deliver such .ant Election Notice, Purchaser shall be deemed to have elected option (b). To any event, prior to expiration of Seller's thirty (30) day dire period, Seller shall provide Purchaser with written notice of the status of any and all TWO Defects. Notwithstanding anything contained herein to the contrary, at or before Closing, the Seller shall be obligated to satisfy and release of record, and to pay all amounts necessary to obtain such satisfaction and release, any and all liens or mortgages oft or encumbering the Property (collectively, "Monetary Liens"). Under no circumstance shall any such Monetary Lien be or become a Permitted Exception, whether or not objected to by the Purchaser, unless the Purchaser has agreed herein or later agrees to accept title subject to such Monetary Liens. The unreasonable refusal by the Seller to satisfy or release a Monetary Lien at or before Closing shall be a default tinder this Agreement, and in addition to the remedies specified herein, the Purchaser shall have the right, but not the obligation, to obtain the satisfaction or release of such Monetary Liens, and to deduct from the, Purchase Price at Closing an:anioiint equal to all costs and expenses incurred by Purchaser in obtaining the satisfaction and release of such Monetary Liens. If any update to the Title Commitment occurring after the expiration of the Inspection Period but prior to Closing discloses any hew Title Defect, them Purchaser shall provide a Title Defect Notice to Seller, and the same pro "visions and time periods hereof regarding the original Title Defect Notice shall apply to such updated Title Defect Notice, and, if necessary, the Closing Date shall be extended as required. Seller agrees to use reasonable, diligent good faith best efforts to cure such new Title Defect, and only if Seller unreasonably refuses to do so, Purchaser shall have the remedies set forth herein. ARTICLE 4 OPERATIONS PRIOR TO CLOSING 4.1 Seller's Operations. Ihrring the pendency of this Agreement (andthe performance of which in all material respects shall each constitute a .condition precedent to Purchaser's obligation to cousundliate this transaction), Seller shall: (a) Liens. Not create any new liens or encumbrances against the Property, other than the Permitted Exceptions, that won't be satisfied at or prior to Closing (defined below). (b) Insurance. Maintain any and all insurance coverage presently hi effect with respect to the Property. (c) Transfer/Zoning Action. Not cause any change in or to the zoning and land use regulations governing the development and use .of the Property, unless lust approved by Purchaser in writing; and not, without the prior written consent of Purchaser, sell or otherwise transfer or dispose of all or any material part of the Property or any interest therein. (d) Leases Service Contracts and Maintonance Agreements. Withoutthe prior written consent of Purchaser, not execute any leases, service contracts or maintenance agreements for the Property that cannot be terminated prior to or by the Closing. (e) Comnliance with Law. Comply with all federal, state; municipal and other governnmental laws, ordinances, requirements, rules, regulations, notices and orders, and all agreements, covenants, conditions, easements and restrictions relating to the Property, including, without limitation, any such regnire3nents, rules, regulations, notices or orders issued or imposed alierthe, date of this Agreement. (f) RepresentationslWarranties. Promptly give written notice to Purchaser of the occurrence of any event which affects the truth or accuracy of any representations orwarranties made or to be made by Seller under or pursuant to this Agreement as required by Section 7.1 hereof. (g) Tax Proceedings. Not initiate any tax certiorari or other type of tax grievance proceeding, except for a real property valuation (tax) appeal. 4.2 Seller Cooperation. Seller shall execute, at no expense to Seller, all applications, documents, instruments and consents requested by Purchaser in connection. with Purchaser's intended development of the Property, including Purchaser's applications for governmental approvals and entitlements and financing allocations from Florida Housing Finance Corporatiori and Miami -Dade County, provided that no such applications, documents, instruments and consents shall be. binding upon the Property unless and until the Closing occurs hereunder. ARTICLE 5 CLOSING 5.1 Closing Date: Extension of Closing Date. The closing shall be field on December 31., 2023 (the "Closing Date") at such locationto which the parties may mutually agree in writing. Notwithstanding anything contained herein to the contrary, Purchaser shall have the right, at any time no later than three (3) days prior to the Closing Date, to extend the Closing Date by one (6) six mopth extension, delivering to Escrow Agent Escrow , by wire transfer of immediately available federal fluids, an extension fee in the amount of $100,000 for such extension (the "Extension Fee"), which fiords shall be nonrefundable and applicable to the Purchase Price. 5.2 Seller's Deliveries. Not later than five business days prior to the Closing Date, Seller shall deliver or cause to be delivered to Purchaser a copy of each of the following (the original of each in form and substance acceptable to Purchaser to be executed (if necessary) and delivered at Closing): (a) Deed. The Deed conveying to Purchaser good fee simple title to the Real Property, subject only to the Permitted Exceptions; (b) FIRPTA. A Foreign Investment in Real Property Tax Act affidavit executed by Seller; (o) Certification. A certification from Seller regarding the accuracy and tnithfulness of'Seller's representations and warranties made in this Agreement; (d) Affidavits Etc. Any and all affidavits, certificates or other documents reasonably and customarily required by Title Company in order to cause Title Company to issue the Title Policy in the form and condition required by this Agreement; (c) Assignment of Intangible Personal Propeft. An Assign►nient of the intangible Personal Property, if any; (f) Warranties, Etc. Any bonds, warranties or guaranties which are in any way applicable to the Property or any part thereof, if any; (g) Authority. Evidence of existence, organization and authority of Seller and authority of the party executing documents on behalf of Seller satisfactory to Title Company; (h) Transfer Tax. Properly completed transfer tax forms, if required; (i) Seller's Escrow Ifistn►ctiolil Seller's instructions to Escrow Agent and Purchaser in connection `with closing the transaction; and (�) Additional Documents. Any additional documents necessary in order to perfect the conveyance, transfer and assignment of the Property to Purchaser as contemplated by this Agreement. 5.3 Purchaser's Deliveries. At the Closing, Purchaser shall deliver the following (and shall cause the Title Company to deliver the items in Subsection (c) hereof (a) Purchase Price and Other Purchaser Pa ent Obligations. The Purchase Price, less the Earnest Money, plus or minus applicable proratio►is; credits and charges, shall be deposited by Purchaser with Escrow Agent no later flian 2:00 p.m. Eastern Time on the Closing Date or any extension thereof in immediately available federal funds wired or credited into such account as Escrow Agent may designate; (b) Authority. Evidence of existence, organization and authority of Purchaser and the authority of the party executing documents on behalf of purchaser reasonably satisfactory to Title, Company; (c) Title Polk. The Title Policy (or narked -up commitment therefor, together with a pro forma title policy) insuring fee simple title to the Property in Purchaser in the amount ofthe Purchase Price, subject only.to Permitted Exceptions and otherwise in the form and condition required by this Agreement; (d) Assi nnnent Documents. Executed counterpart of an Assigmnent of Intangible Personal Property; if any; (e) Purchaser's Escrow Instructions, Purchaser's instructions to Escrow Agent and Seller in connection with closing the transaction; and (f) Additional Docunrents. Any additional documents necessary in order to perfect the conveyance, transfer and assignment of the Property to Purchaser as contemplated by Phis Agreement. 5A Closing Statement. The law firm Arnall, Golden & Gregory shall act as the closing agent (any and all fees associated thereon are to be paid by Purchaser) for the transaction and shall prepare and deliver to Seller and Purchaser at least five (5) days prior to Closing for review and Approval a closing statement (the "Closing Statement") consistent with the terms of 'this Agreement, and which prorates, adjusts, credits and debits the Purchase Price by those items listed in Article 1 and Article 6 of this Agreement, together with all underlying and supporting documentation used to compute said proratioiis. The Closing Statement shall be executed by Seller and Purchaser. 5.5 Possession. Seller shall deliver possession bfthe Property to Purchaser at the Closing, subject only to the Permitted Exceptions mid Seller's receipt of the Purchase Price pursuant to tins Agreement. 5.6 Close of Escrow. Upon satisfaction or completion of the foregoing conditions and deliveries and performance by each party of its obligations required to be performed during the pendency of this Agreement andlor at the Closing; the parties shall direct Escrow Agent pursuant to their escrow instructions to immediately record and deliver the documents described above to. the appropriate parties and make the disbursements according to the Closing Statement. ARTICLE 6 PRORATIONSIOTHER ALLOCATIONS AND COMMISSIONS 6.1 Prorations. A statement of proration and other adjustments shall be prepared by Seller in conformity with the provisions of this Agreement and submitted to Purcbaser for review and approval of both Seller and Purchaser not less than seven business days prior to the Closing Date or any extension thereof. The items set forth below shall be apportioned and prorated between Seiler and Purchaser forthe Property as of the close of the day immediately precedingthe Closing Date or any extension thereof The parties shall erideavor to compute or estimate all closing adjustments prior to the Closing Date or any extension thereof, and Seller shall supply before Closing reasonably satisfactory supporting evidence for all such adjustments. (a) Utilities. Utilities, including, without limitation, water and sewer, shall be prorated at the Closing based upon the last ascertainable bills unless f nal meter readings and final invoices can be obtained. Seller shall be responsible for the payment of the utility bills for the period up to the Closing Date or any extension thereof and Purchaser shall pay the utility bills for the period subsequent thereto. (b) Transfer Taxes/Closing Costs. Documentary stamp taxes on the deed shall be paid by the Seller, and documentary stamp. taxes and associated closing costs oil any purchase financing shall be paid by the Purchaser. (c) Title and Survey. All charges and fees for the Title Commitment, lien searches, escrow fees ofthe Escrow Agent, the Title Policy; and the Survey or Updated Survey shall be paid by Purchaser. (d) License and Pennit Fees. Any assignable license and permit fees relating to the Real Property, if any, shall be prorated at Closing on the basis of the period for wNch such fees relate. (e) Other. Ainy other expenses shall be prorated at Closing hi a manner that is customary in connection with transactions similar to the transactions contemplated hereby. (fl Final Adjustment After Closing . In the event that final bills cannot be issued for any charge prior to Closing, then Purchaser and Seller agree to allocate such items on a fair and equitable.basis as set forth herein; with final adjustment and any payment -due to be made as soon as reasonably possible after the Closing. Other than as set forth herein, all proration shall be final. 6,2 Connnissions. Any real estate brokerage connnission, finder's fee or other similar charge payable on account of the Closing of this transaction will be paid pursuant to a separate. agreement between the broker and the party responsible for paying the broker. Seller acknowledges that Seller has not entered into any agreement to pay a real estate brokerage commission, finder's fee or other similar charge payable on account of the Closing. 6.3 Attonievs' Fees. Except as provided iii Section 11.15 hereof to the contrary, each party shall be responsible for paying its own attorneys' fees and expenses in connection wifh the transactions contemplated by this Agreement. ARTICLE'? REPRESENTATIONS AND WARRANTIES 7.1 Seller's Representations and Warranties. Seller represents and warrants to Ptuchaser Ilia#: (a) ;teller has been duly organized, is validly existing and is in good standing under the laws of the State of Florida as a limited liability company. Seller leas the full right and authority and has obtained all consents required to enter into this Agreement and consummate the purchase and sale transaction contemplated hereby. This Agreement and all of the documents to be delivered by Seller at Closing have been authorized and properly executed and will constitute the valid and binding obligations of Seller. (b) Seller has good and marketable fee snnple title to the Property. Seller has not entered into any agreement to lease, sell, mortgage or otherwise encumber (other than the Permitted Exceptions) or dispose of its interest hi the Property or any part thereof, except for this Agreement or that cannot be tennuiated at or prior to Closing. (c) Seller has received no written notice of and has no knowledge of any litigation or other judicial proceeding affecting Seller or the Property, ineludn & without limitation, condemnation or exercise of the right of eminent domaii.i or bankruptcy, or wluoh challenges or impairs Seller's ability to execute, deliver or perform this Agreement. Except for the Permitted Exceptions, Seller has received no notice of any special assessments, levies or judgments against any portion of the Property, and to the best of Seller's knowledge, there are not .Currently pending or contemplated any special assessments. (d) There is no action, proceeding or investigation pending or, to Seller's best knowledge, threatened against Seller orthe Property before any court or governmental department, commission, board, agency or instrumentality and Seller does not know of any basis for any such action, proceeding or investigation. (e) Seller has received no notice nor has any knowledge of any violation of any zoning, building, safety, health, environmental, subdivision or other statute, ordinance, regulation, rule, covenant, condition or restriction affecting the Property and the use thereof. 10 (f) Except as disclosed by Seller, there are no tax proceedings currently pending with respect to the Property, and no lien against the Property has arisen or exists under any federal, state or municipal tax or other laFvs other than liens for current real estate taxes and assessments which are not yet dire and payable. (g) Seller has not received any actual notice of any civil, erimn10 or administrative suit, claim, hearing, violation, investigation, proceeding or demand against Seller or the Property relating in any way to a Release (as defined in the Environmental Laws), the use of Hazardous Materials (as defined in the Environmental Laws) or iron. -compliance with Environmental Laws (as defined herein). For purposes of this Agreement, the term `'Environmental Laws" means any federal, state or local law, statute, ordinance, order, decree, rule or regulation and any coniinoir laws regarding health, safety, radioacfive materials or the environment. Except as disclosed by Seller (i) to the best of Seller's knowledge, the Property, does not violate any Environmental Laws, (ii) to the best of Seller's knowledge, there has been no Release at the Property during the period that geller has owned the Property, and (iii) the Property .has never been used by Seller to generate, treat, store, dispose; transport or in any manner deal with Hazardous Materials. (h) All contractors, subcontractors, suppliers, and others who have performed services, labor or supplied material in connection with Seller's ownership and maintenance of the Property have been or at the Closing will be paid in frill and all liens arising therefrom (or claims which with the passage of time, the giving of notice, or both, could mature into liens) have been satisfied and released.. (i) Seller shall maintain the Property in its existing condition except for normal wear and tear and deliver it to Purchaser at the Closing in such condition. (j) There are no service contracts, leases, licenses or management agreements in effect at the Property, Seller shall implement any And all termination provisions of the afoieincntioned lease so as to cause lessee to vacate the premises not less than thirty (30) days prior.to closing. (k) Seller has not received notice and is not aware of any moratorium on proposed gas, electric, cable; telephone, water, sanitary or stonn sewer services affecting the Property. (1) Seller shall immediately forward Purchaser written notice if Seller becomes aware of any event, action, fact or circumstance which would constitute a material breach of any of Seller's representations and warranties under this Agreement including, but not limited to, notice from any governmental authority or documentation with respect to litigation which has or may potentially have airy affect on the Property or Purchaser's rights and/or obligations under this Agreement (each a "Warranty Notice"). Seiler shall have ten (10) days after Purchaser receives a Warranty Notice to cure such material breach. if such material breach remains uncured after ten (10 days), Purchaser shall have ten (10) days to elect, ill its sole discretion, to (i) terminate this Agreement and have the Earnest Money returned to Purchaser by Escrow Agent or (ii) acceptthe matter disclosed by the Warranty Notice and continue this Agreement in frill force and effect. 7.2 Seller's Closing Representations and Warranties. Seller represents and warrants to Purchaser that, as of the Closing, each of the warranties and representations set forth above shall be trice, complete and correct and Seller shall provide Purchaser with a certificate as to same at 11 Closing. Tlie foregoing warranties and representations shall not be diminished or affected by any investigation, test or verification made by or on behalf of Purchaser prior to Closing except as specifically set forth elsewhere in this Agreement. 7.3 Purchaser's Representations and Warranties. As anmterial inducennentto SelIerto execute this Agreement and consummate the transactions contemplated herein, Purchaser represents and warrants to Seller that: (a) Purchaser is a validly existing Florida limited liability company and is in good standing in the State of Florida. Purchaser has the full right and authority and has obtained any and all consents required therefor to enter into this Agreement and to consummate or cause to be consummated the purchase contemplated herein. Thus Agreement and all of the documents to be delivered by Purchaser at the Closing have been and will be authorized and properly executed and constitute fine valid and binding obligations of Purchaser. (b) There is no agreement to which Purchaseris a party or is binding on Purchaser, which is in conflict with this Agreement. There is no action or proceeding pending or threatened against Purchaser which challenges or impairs Purchaser's ability to execute or perform its obligations under this Agreement. 7.4 Indeft ty..Seller hereby agrees to indemnify and hold Purchaser and Purchaser's Agents (as defined herein) harmless from and against any and all actual loss, damage, liability, cost and expense (innclpdnig, without limitation, reasonable attorneys' fees) which Purchaser or Purchaser's Agents may. ay suffer, sustain or incur as a result of (i) time presence of any Hazardous Materials on, in or under the Property, or any violation by the Property of any Environmental Utw that was caused by any action or omission of Seller, its agents, employees or contractors relating to any period or periods prior to the date of Closing except as otherwise disclosed during the Inspection Period; (ii) any misrepresentation, breach or inaccuracy of any warranty or agreement by Seller, or in any schedule or information provided to Purchaser, under or in respect to this Article 7 or othdr%vise, in this Agreement or in any document or instrument executed by Seller pursuant to this Agreement or in furtherance of the transactions contemplated hereby. The indemnity of Seller hereunder shall survive the Closing for a period ofsix (6) months. For purposes of this Agreement, the term. "Purchaser's Agents" means Purchaser's officers, diredtors, shareholders, partners, members, employees, representatives, agents, attorneys, contractors and subcontractors. ARTICLE 8 DAMAGE OR DESTRUCTION/CONDEMNATION 8.1 Condemnation In the event of any threatened, contemplated, commenced or consummated proceedings in eminent domain (notice of which shall be given to Purchaser by Seller immediately) respecting the Property which will have a .material adverse impact upon Purchaser's ability to develop the Property in accordance with its application to the Florida Housing Finance Corporation; then Purchaser may, at its option, by notice to Seller and to Escrow Agent given within 10 days after Purchaser is notified of such actual or possible proceedings (a) terminate this Agreement and the Earnest Money shall be immediately returned to Purchaser or (b) proceed under this Agreement, in which event Seller shall, at the Closing, assign to Purchaser its entire right, title and interest in and to any condetnrration proceeds. 12 ARTICLE 9 REMEDIES 9.1 Purchaser's Remedies. If Seller should fail to perform. in accordance with the terms of this Agreement, Purchaser shall elect to (a) terminate this Agreement in which event the Earnest Money shall promptly be refunded to Purchaser; or (b) obtain specific performance of Seller's obligations to convey the Property in accordance with the terms of this Agreenent. In the event that Seller deliberately or willfully refuses or fails to close the sale of the Property in violation of the terms of this Agreement such that tine reniedy of specifi0 perforniauce is not reasonably available to Purchaser; then, ict addition to the remedies provided in this Section 9.1, then the Purchaser may sue the Seller for its actual out of pocket damages not to exceed $100,000.00, but not for any lost profits or other consequential damages. 9.2 Seller's Remedies. If Purchaser should fail to consummate this transaction due to Purchaser's default hereunder, then Seller's sole and exclusive remedy shall be to terminate this Agreement and receive the Earnest Morley and the Extension Fee, if applicable, as'liquidated damages. Seller agrees to waive all other rights orremedies it have in the event of such default by Purchaser. The parties acknowledge that Seller's actual damages in the event .of a default by Purchaser under this Agreement will be difficult to ascertain, and that such liquidated damages represent the parties' best estunate of such damages. ARTICLE 10 .CONDITIONS TO CLOSING 10.1 Conditions to Purchaser's Obligations. Notwithstanding anything contained herein to the contrary, the obligations of Purchaser to close the transaction contemplated herein is expressly made subject to the following: (a) The truth and accuracy in all material respects, as of the date of this Agreement and as of the Closing Date or any extension thereof, of each and every warranty and representation made herein by Seller; (b) As ofthe'Closing Date or any extensionthereof, Seller slrallhave performed Alt of its obligations hereunder mid all deliveries to be made to Seller at the Closing shall have been tendered; and (c) The foregoing conditions are for the benefit of Purchaser and Purchaser shall have the right to. waive any of such conditions by providing written notice of said waiver to Seller. If, on the Closntg Date, any of such conditions remains unsatisfied and Purchaser has not waived any of such unsatisfied conditions, Purchaser shall be entitled to terminate this Agreement by written notice to Seller and Escrow Agent in which event Purchaser shall be entitled to the Earnest Money and any Extepsion'Fee, as well as all accrued interest thereon. 10.2 Contingencies to Purchaser's Obligations. Purchaser's obligations to close the transaction are expressly contingent upon the following: (a) If Purchaser is able at any time to build more than 80 multifamily recital units, based on financing availability, than Purchaser agrees to increase the Purchaser Price for 13 each unit over 80 by $31,000 per unit. Zoning is hi place for approxiannatly 140 total units, by light. This shall be a post closing obligation. (b) Allocation of Law.hicome Housing Tax Credits froin Florida Housing Finance Corporations Request for Applications 2021-201, in the amount applied for by Purchaser. Said contingency shall be deemed satisfied with receipt of Invitation to Credit Underwriting from FHFC at which point Deposits shall be nort-refiindable. 10.3 Conditions to Seller's Obligations: Notwithstanding anything provided herein to the contrary, the obligations of Seller to close the transaction contemplated herein is expressly made subject to the following: (a) As of the Closing bate or any extension thereof, Purchaser shall have performed all of its obligations hereunder and all deliveries to be made by Purchaser atthe Closing shall have been tendered. The foregoing conditions are for the benefit of Seller acid Seller shall have the right to waive any of said conditions by providing written notice of said waiver to Purchaser. ARTICLE 11 MISCELLANEfIUS 11.1 Assignment. Purchaser shall not assign this Agreement without the prior written consent of Seller; provided, However, Purchaser may assign this Agreement to an affiliate of Purchaser, including a single asset entity, without the consent of the Seiler for purposes of closing the transaction as a tax credit financed acquisition and development. Purchaser agrees to provide Seller prior notice of such assignment. 11.2 Headings The article and section Headings of this Agreement are for convenniennce only and in no way limit or enlarge the scope or nieaninng of the Ianguage hereof: 11.3 Jinvalidity. If any portion of this Agreement is held invalid or inoperative, then so far as is reasonable and possible the remainder of this Agreement shall be deemed valid aid operative, and effect shall be given to the intent manifested by the portion held invalid or inoperative. The failure by either party to enforce against the other any term or provision of this Agreement shall be deemed not to be a waiver of such patty's right to enforce against the other party the same or any other such term or provision. 11.4 Governing Law. This Agreement and all other instruments executed or to be executed by the parties in accordance with the ternns Hereof shall, in all respects, be governed, cotzstrued, applied and enforced in accordance with the .law of the State of Florida, with venue in Miami=Dade County, Florida: The parties hereto Nvaive any right which either or both may have to receive a trial by jury with respect to any claims, controversies or disputes which arise out of this Agreement or the subject matter hereof. 11.5 Survival. The provisions of this Agieeinient that specifically contemplated performance after the Closing tertniination of this agreement steal I survive the' Closing, or any such termiiation.for the period of time set forth herein, or if no period of time is specified, for a period of one (1) year. 14 11.6 No Thud Pady Beneficia This Agreement is not intended to give or confer any benefits, rights, privileges, claims, actions or remedies to any person or entity as a thud party beneficiary, decree or otherwise. 11.7 Entirety and Amendments. This Agreement embodies, the entire agreement between the parties and supersedes all prior agreements and iuiderstandings relating to the Property. This Agreement may be amended and supplemented only by an instrument in writing executed by the party against whom enforcement is sought. 11.8 Recording. hi no event shall this Agreement or any memorandum of this Agreement be recorded. Any such recordation or attempted recordation shall constitute a breach of this Agreement by the party performing such. recordation or attempted recordation. 11.0 Other Acts. Purchascr and Seller each hereby agree to perforni such other acts, and to execute, acknowledge and/or deliver such other instruments, documents and materials as may be reasonably necessary to effect consunnnation of the transaction contemplated herein. 11.10 Performance of Obligations. No extension of time for performance of any obligations or acts shall be deenied an extension of time for performance of any other obligations or acts. If any date for performance of any of the terms, conditions or provisions hereof shall fall on a Saturday, gtuiday or legal Holiday, then the time of such p erforma nco shall be extended to the next business day thereafter. 11.11 Execution in Counterparts. This .Agreement may be executed in any number of counterparts, each of «loch shall be deemed to be an -original, and all of such counterparts shall constittrte.one agreement. To facilitate execution of this Agreement, the parties may execute mid exchange by telephone facsini le or scanned images via email transmission counterparts of the signature pages or scanned innages by email transmission. 11.12 further Assurances. In addition to the acts and deeds recited herein and contemplated to be performed, executed and/or delivered by Seller to Purchaser at Closing, Purchaser and Seller agree to perform, execute and/or deliver or cause to be delivered, executed and/or delivered, but without any obligation to incur any additional liability or expense, on or after the Closing any and all Rirther acts, deeds and assurances as may be reasonably necessary to consummate the transactions contemplated hereby and/or to further perfect mid deliver to Purchaser the conveyance, transfer and assignment of the Property and all rights related thereto. 11.13 Time. Time is of the essence in the performance of each and every terra, condition and covenant contained in this Agreement. 11.14 U.S. Currency Required. All sums referred to herein shall be, iri currency of tine United States of America. 11.15 Attorie s' fees/Waiver of Ju Trial. Should either party employ attorneys to enforce any of the provisions Hereof, the party losing in any final judgment agrees to pay the prevailing party all reasonable costs, charges and expenses, including attorneys' fees, expended or incurred in connection therewith. Seller and Purchaser each waive any and all rights to trial by jury in any proceedings between them. is 11.16 Use of Pranoiuis. The use of the neuter singular pronoun to refer to Seller and Purchaser shall be deemed a proper reference, even though Seller and Purchaser n lay be an individual, partnership, trust, limited liability company, corporation, trust, trustee or group of two or more individuals. The necessary grammatical changes required to make the provisions of this Agreement apply in the plural sense where there is more than pile seller or purchaser acid to either partnerships, limited liability companies, corporations, trusts, trustees or individuals (male or female) shall in all instances be assumed as though in each case fully expressed. 11.17 Notices. Ally and all notices required or permitted hereti rider shall be sent by certified or registered mail, postage prepaid, return receipt requested, or by a nationally recognized overnight courier service and by email or facsimile to the parties at the following address; If to Seller: hu mokalee, LLC Attn: Barry Goldmeier 1000 Mariner Drive Key Biscayne, FL 33149 Telephone; 305.984.3595 Email: b oldnreie rail.conn Attn: Lee Goldmeier 18 Club Road Montclair, NJ 07043 Telephone: 973.575.7034 Email: lepOlcreativeeapital corp.con� With a copy to: Attn: Thomas Korge, Esq. Address: 230 Palermo Avenue Coral Gables, FL 33134 Telephone: 3 05.444.5601 Email: tkorge@korgelaw-cone If to Purchaser: NuRock Acquisitions Florida, LLC Attention: Robby D. Block 8794 Boynton Beach Blvd., Suite 219 Boynton Beach, Florida 33472 Telephone: (561) 990-2614 Facsimile: (678) 218-1520 Email: rblock@nurocL-com If to Purchaser: The NuRock Companies Attention: Robert Hoskins 800 N. Point Parkway, Suite 125 Alpharetta, GA 30005 Telephone: (770) 552-8070 Facsimile: (770) 552-8748 Email: 16 With a copy to: Arnall Golden Gregory Attention: Marls Gould Suite 2100 171 Seventeenth St NW Atlanta, GA 30363-1031 Telephone: (404) 873-8782 Facsimile: (404) 873-8783 Email: if to Escrow Agent: Fidelity National Title Group Attention: Erika Peeke 3301 Windy Ridge Pwky. Suite 300 Atlanta, GA 30339 Telephone: (404) 419-3217 Facsimile: (678) 441-0732 Email: Any such notices shall be deemed to have been sufficiently given or served upon any party hereto when either (a) deposited with a nationally recognized overnight courier for next day delivery, (b) sent by telefax or scanned images via email transmission during business hours or any business day, in which case notice shall be deemed given upon transmission of such notice, or (c) three (3) days after same is sent by certified or registered snail. The above addresses may be changed by written uotice to the other party. Copies of notices are for informational purposes only and a failure to give or receive copies of any notice shall not be deemed a failure to give notice. 11.18 Construction. The parties acknowledge that the parties and their counsel have reviewed and revised this Agreement and flat the normal rude of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement and any exhibits or amendments thereto. 11.19 Calculation of Time Periods. Unless othenvise specified, in computing any period of time described herein, the day of the act or event for which the designated period oftime begins to run is not to be included and the last day of the period so computed is to be included, unless such last day is a Saturday, Sunday or Iegal holiday, in which event the period shall run until the end of the next day which is neither a Saturday, Sunday or legal holiday. The last day of any period of time described herein shall be deemed to end at 5:00 p.m. Eastern Time. SIGNATURES ON EOLLONV1NG PAGE 17 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written, PURCHASER: ARBOR RIDGE HOUSING PARTNERS, LP, a Florida limited partnership By: NDG Arbor Ridge, LLC, a Florida limited liability company By:. 6 Name: Robert Hoskins Title: its manager Date: August 8 , 2023 SELLERS: IMMOKALLE, LLC a Florida limited liability company Name: Barry Goldmeier Title: Date: August-, 2023 IMMOKALEE, LLC a Florida limited liability company By: / 11d, Name: Lee Goldmeier / Title: ii'ds ./ /K&01rV ,,v,..,4 , Date: August _X, 2023 is IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. PURCHASER: ARBOR RIDGE HOUSING PARTNERS, LP, a Florida limited partnership By. NDG Arbor Ridge, LLC, a Florida limited liability company 13y: jf-- Name: Robert Hoskins Title: its manager Date: August � 2023 0 SELLERS: IMMOKALEE, LLC a Florida limited liability company B . arty Goldmeier Title: Date: August �, 2023 IMMOKALEE, LLC a Florida limited liability company By: Name: Lee Goldmeier Title: Date: August --, 2023 18 EXHIBIT "A" Legal Deseriution of Real Property The S'/2 of the NE IA of the SE'/. of the NF- IA of Section 9, Township 47 South, Range 29 East, Collier Ctltinty, Florida, less the right-of-way for County Road 846; and the N '/2 of the NE 1/a of the Sf' 1/d cif the NG'/+ of Section 9, Township 47 South, Range 29 East, Collier county, Florida, less the right-of-way for County Road 846, 19 FLORIDA HOUSING FINANCE CORPORATION LOCAL GOVERNMENT VERIFICATION THAT DEVELOPMENT IS CONSISTENT WITH ZONING AND LAND USE REGULATIONS Name of Development: Residences at Seminole Crossing Development Location: On School Road, southwest of the intersection of School Road and S, 1st Street, Collier County (At a minimum, provide the address number, street name and city, and/or provide the street name, closest designated intersection and either the city (if located within a city) or county (if located in the unincorporated area of the county). The location of all scattered sins, if applicable, must also be included. Number of Units in the Development.140 This number must be equal to or greater than the number of units stated by the Applicant in Exhibit A of the RFA. The undersigned service provider confirms that, as of the date that this form was signed, the above referenced Development's proposed number of units, density, and intended use are consistent with current land use regulations and zoning designation, or was approved pursuant to sections 125.01055(6) and 166.04151(6), Florida Statutes, or, it the Development consists of rehabili(ation, the intended use is allowed as a legally non -conforming use. CERTIFICATION I certify that the City/County of � ) / Lam_ has vested in me the authority to verify (Name of City/County) consistency with local land use regulations and zoning designation or, if the Development consists of rehabilitation, the intended use is allowed as a "legally non -conforming use" and I further certify that the foregoing information is true and correct, In addition, if the proposed Development site is in the Florida Keys Area as defined in Rule Chapter 67-48, F.A.C., I further certify that the Applicant has obtained the necessary Rate of Growth Ordinance (ROGO) allocations from the Local Government. Signature f� i `; e r O S Print or Type Name 2 4r-- 1"Jo a We Print or Type Title? Date Signed 0 - -') -d��- Address (street address, city, state) &Ca s ) F L 5`l d �I` Address (street address, city, state) 2?,9 25-2 '241011 Telephone Number (including area code) This certification must be signed by the applicable City's or County's Director of Planning and Zoning, appointed official (staff) responsible for determination of issues related to comprehensive planing and zoning, City Manager, or County Manager/Administrator/Coordinator. Signatures from elected local government officials are not acceptable, nor are other signatories. If there are alterations made to this form that change the meaning of the form, the form will not be accepted. (Form Rev. 07-2022) FLORIDA HOUSING [FINANCE CORPORATION LOCAL GOVERNMENT VERIFICATION OR STATUS Or SITE PLAN APPROVAL FOR MULTIFAMILY DEVELOPMENTS Name of Development: Residences at Seminole Crossing Development Location: On School Road, southwest of the intcrsection of School Road and S. 1 st Street, Collier County At a minimum, provide the address mmriber, stmcl name and city andfor provide the street name, closest designated intcrsection and either the city (if located within a city) or county (if located in the unincorporated area of the county). Mark the applicable s(atement: O The above -referenced Development is (a) new construction, or (b) rehabilitation with new construction, or (c) rehabilitation, without new construction, that requires additional site plan approval or similar process. Tile final site plan, in the applicable zoning designation, has been approved for the above referenced Development by action of tile appropriate City/County legally authorized body, e.g, council, commission, board, department, division, etc., responsible for such approval process. 2. 4 The above -referenced Development is (a) new construction, or (b) rehabilitation with new construction, or (c) rehabilitation, without new construction, that requires additional site plan approval or similar process, and (i) this jurisdiction provides either preliminary site plan approval or conceptual site plan approval which has been issued, or (ii) site plan approval is required for the new construction work and/or the rehabilitation work, however, this jurisdiction provides neither preliminary site plan approval nor conceptual site plan approval, nor is any other similar process provided prior to issuing final site plan approval. Although there is no preliminary or conceptual site plan approval process and the final site plan approval has not yet been issued; the site plan, in the applicable zoning designation, has been reviewed. The necessary approval and/or review was performed on or before the signature date below by the appropriate City/County legally authorized body, e.g. council, commission, board, department, division, etc., responsible for such approval process. 3. O The above -referenced Development, in the applicable zoning designation, is rehabilitation without any new construction and does not require additional site plan approval or similar process. CERTIFICATION I certify that the City/County of �C� 1 i has vested in ine the authority to verify status of site plan (Nt or City or County) Approval as specified above and 1 further certify that the information slated above is true and correct, A'e S i Signature Print or Type Name 2�•J 2,v2-3 Print or Type Tiflb Date Signed T1ris certification must be signed by the applicable Cily's orCounty's Nmetor of Planning and Zoning, c hicf appo inted off eial (stars) rtsponsible for dcterrrsinalion of issues related to site plan approval, City Manager, or County hianagerlAdrnivisl alorlCoordinator. Signatures lrom local elected officials are not occeptable, nor are othcrsignatories. Ifilris certification is app4cabte to this Development and it is inappropriately signed, the certification will not be accepted_ Ifthere are alterations made to this loan that chhaage the meaning of the fonn, the fonn will not be actepted. (ronn Rev. 07-2022) 1049 _.»..»....»_____ INDICAtE55YECV.LTPEAtA'EtiT OlERIAY ALL PROPERTYSIiMON TM MAP I5 V.9TIfL4 ARAORTOYERLAY ? (REFER TOAPrEMXDOFTTYc'LDC)- Z fi120Y�'Ati IIIOIX T ' C =! e N S w �.ec ri r oa rf eix7 �f• oey� s a a :77 `rs�sir C '82:2 3�3 �OSYY'y r _ a a 7m Is TO CERTI2Y TMAT 17U5 15 A PAGE of Tn OFFICIAL 2OMO AFM REFERRED TO mpU ADOPTED BY REFERENCE 6f ORMVMiCE NO. NFL Of THE CW AS NIE OF fOLUER. FLORID/. AOOYT CA JIRlI: 7� VTOL. E0 6Y THE ZAIFh°C. t10TFS A4O sVBONsgtl LYOER iXREFREFFREIKED REAEOH ATTEST CLERK COLLIER COUNTY, FLORIDA COMMUNITY DEVELOPMENT DIVISION TT%P E73 RA.`G 29E SEC(S) 9 IM V2 N ® IAAPF7SM4 75G� t� C- i ORDINANCE NO.08- 53 Vl AN ORDINANCE OF THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, AMENDING ORDINANCE NUMBER 2004-41, THE COLLIER COUNTY LAND DEVELOPMENT CODE WHICH INCLUDES THE COMPREHENSIVE ZONING REGULATIONS FOR THE UNINCORPORATED AREA OF COLLIER COUNTY, FLORIDA, BY AMENDING THE APPROPRIATE ZONING ATLAS MAP OR MAPS BY CHANGING THE ZONING CLASSIFICATION FOR THE HEREIN DESCRIBED REAL PROPERTY FROM AN ESTATES (E) ZONING DISTRICT TO A RESIDENTIAL MULTIPLE FAMILY-16 (RMF-16) ZONING DISTRICT FOR A MULTI -FAMILY RESIDENTIAL DEVELOPMENT WITH A MAXIMUM DENSITY OF 15 UNITS PER ACRE OR 140 DWELLING UNITS ON A 9.33- ACRE SITE LOCATED AT THE SOUTHWEST CORNER OF THE INTERSECTION OF IMMOKALEE ROAD (C.R. 846) AND SCHOOL ROAD IN SEC'rioN 9, TOWNSHIP 47 SOUTH, RANGE 29 EAST, COLLIER COUNTY, FLORIDA, PROVIDING FOR STAFF AND PLANNING COMMISSION STIPULATIONS; AND BY PROVIDING AN EFFECTIVE DATE, WHEREAS, Shaun Mularkey of Coastal Engineering Consultants, Inc,, representing Immokalee, LLC, a Florida limited liability company, petitioned the Board of County Commissioners to change the zoning classification of the herein described real property. NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, that: SECTION ONE: The zoning classification of the real property as more particularly described in Exhibit "A," located in Section 9, Township 47 South, Range 29 East, Collier County, Florida, is changed from an Estates (E) Zoning District to a Residential Multiple Family-16 (RMF-16) Revised 7-10-08 Page 1 of 2 Zoning District for a multi -family residential development with a maximum density of 15 units per acre or 140 dwelling units on this 9.33-acre site, and the appropriate zoning atlas map or maps, as described in Ordinance Number 2004-41, the Collier County Land Development Code, is/are hereby amended accordingly. The herein described real property is the same for which the rezone is hereby approved subject to the conditions set forth in Exhibit "B" and the site plan provided in Exhibit "C," attached hereto and incorporated herein by reference. SECTION TWO: This Ordinance shall become effective upon filing with the Department of State. PASSED AND DULY ADOPTED by super -majority vote of the Board of County Commissioners of Collier County, Florida, this.' � day of 501AL&C2008. ATTESTr DWIT E. BROCIk,,CLERK By:42a - a uty Clerk y Approved as -to form and legal sufficiency: Cto �(OL— arjorie Student -Stirling Assistant County Attorney Attachments: BOARD OF COUNTY COMMISSIONERS COLLIER C TY, ORIDA By:1. TOM HENNING, CHAIRM Exhibit A — Legal Description Exhibit B — Conditions of Approval Exhibit C — Concept Plan This ordinance filed with the Secretary of StOWSL 0ffice �.tthO 07-CPS-00b45/12/MMSS 6.23.08 day of , 4n. and acknowledgement of that oiling received this day r �' Crek Revised 7-10-08 Page 2 of LEGAL DESCRIPTION The S %2 of the NE '/. of the SE '/4 of the NE '/+ of Section 9, Township 47 South, Range 29 East, Collier County, Florida, less the right-of-way for County Road 846; and the N of the NE'/, of the SE'/a of the NE 1/4 of Section 9, Township 47 South, Range 29 East, Collier County, Florida, less the right-of-way for County Road 846. Exhibit A CONDITIONS OF APPROVAL Immokalee LLC RZ-2007-AR-12044 The site plan prepared by Coastal Engineering Consultants, Inc., dated August 21, 2008, is conceptual in nature. The final design must be in compliance with all applicable federal, state, and county laws and regulations. Development of this site is limited to a density maximum of fifteen units per acre. As part of the first site development plan/plat submittal, the developer shall provide: a) A Preserve Management Plan that includes a replanting plan for the area of invasive exotic vegetation in the preserve area; and b) A Listed Species update that includes panther and bear telemetry points; and c) Listed Species Management flans that includes the Florida black bear and Big Cypress fox squirrel; and d) Written evidence of the mitigation for Florida panther impacts approval from the US Fish and Wildlife Service. 4. The developer shall locate the preserve generally along the southern boundary of the property to protect the cypress swamp, subject to staff approval as part of the site development plan/plat approval process. S. The developer shall relocate protected plant species to the preserve area prior to any other construction. 6. Building heights shall be limited to a zoned height of 50 feet not to exceed 3 habitable stories. 7. The development shall be limited to one full access driveway that shall be located at least 440 feet west of the School Road/CR 846 intersection. 8. The developer shall provide an emergency exit to School Road as a second access (emergency exit use only). This exit is to be located at the end of the parking area at the project's northeastern corner. 9. The developer shall reserve a maximum of 20 feet of land for potential right-of-way along the project's CR 846 perimeter property boundary. Said land shall be labeled as reservation for potential future right-of-way and no structures except that stormwater improvements limited to swales, mitered end sections, and culverts, shall be constructed in the reservation. Upon written request of Collier County Transportation Division, the owner or its successors and assigns, shall convey said land or a portion thereof as determined appropriate by Collier County, to Collier County in fee simple title with payment by Collier County. 9/24/08 2 (CCPC changes) Exhibit B $ Page 1 of 2 CONDITIONS OFAPPROVAL ImatokaleeLLC RZ-2007 AR-12044 10. Collier County will not be required to construct a noise wall for the existing CR 846 or any future expansion of CR 846. 11. The developer shall provide a 25 foot wide Type D landscape buffer along the project's CR 846 property boundary. 12. The developer shall provide sidewalks (built to county standards) along the property's entire frontage on the south side of School Road. 13. The developer shall provide parking for this project in the amount of a minimum of spaces per unit or 280 spaces, whichever is less, 9/24/08 2 (CCPC changes) Exhibit B Page 2 of 2 k '.� aTn�-nra u• irx ro• piW I I _ __ mxc" n i i l it ZONNoxams k t- I 1 ! 1 IAA�sI uutn�ur�r (ram to (is)) _l7ft IRFA �� - • J E� I I I �.si: i� ' i r. I I H RF[incN�i iL_ �)urru Yo� ' j I MAL• 10 ums a I. fe j$ i I TM sym W JAIX--vr C� _a F acm*DV : t s a y P_5AKI1iSE $r n �.» 8�z zm s 7 A(i7Aei4: 12.(2n aF wpoul aavar+tans) MW (awl I i Y Y 9= DM-SPACEN �q 1 1 f im I I I I I I PREStWE ( sic vmturmh} x tmT u me ut�+nt !� 7� E f I I I [+-rt �)) . t..o: A0S3 (aosnva xATrrt-i 1•mtTAlgl1 [0 IE RffA➢�EO) 19,ESrRr[r---.. — — — es gar idw I I � I El es ur +d w u...w tow ) � f (U 4± ACRES) AMAf gW l WEWD TO BE MITIGATED ~ ® (APPROX. 1.151 ACRES) { i _ I ® PRESERVE F [aw +tve,e+w ry rm rawron re�4 (1,40.t,lFJt ACRES !i ice, STATE OF FLORIDA) COUNTY OF COLLIER) 1, DWIGHT E. BROCK, Clerk of Courts in and for the Twentieth Judicial Circuit, Collier County, Florida, do hereby certify that the foregoing is a true and correct copy of: ORDINANCE 2008-53 Which was adopted by the Board of County Commissioners on the 23rd day of September, 2008, during Regular Session. WITNESS my hand and the official seal of the Board of County Commissioners of Collier County, Florida, this 26th day of September, 2008. DWIGHT E. BROCK Clerk of Courts and Clerk Ex-officid•to Boa)rdl*o County Commisners t By: Martha Ve*R IYa, . Deputy, ClemV` zL -r U30l2021 hltps://apps.colllergov.neUzoninglARSearchl[gspAppDetails_Ine.cfm?AppNbr-12044 Application Request Extended Detail Report Rack Application Nbr: 12044 Project Nbr: 2004080028 Project Nance: IMMOKALEE LLC AR Status: RELEASE STAGE Opened: 07/18/2007 NAME: COASTAL ENGINEERING ADDRESS: SHAUN MULARKEY 3106 HORSESHOE DR NAPLES FL 34104 PHONE: (239)643-2324 FAX: (239)643-4364 OTHER: ONNINE R INFORMaION NAME: IMMOKALEE LLC ADDRESS: BARRY GOLDMEIER 250 CATALONIA AVE, STE 702 CORAL GABLES FL 33134 PHONE: (305)461-2330 FAX: (305)461-2346 OTHER: Release Date: If/ 1712010 Application Code: RZ Review Level: 1 CHANGE: RZ-2007-AR-12044 (WB) Barry Goldmeicr, represented by Shaun Mularkey, AICP, of Coastal Engineering Consultants, Inc., requesting a rezone from the Estates - (E) zoning district to residential multi -family (RMF -16) zoning district for a residential development to be known as Imokalee, LLC. The 9.33 acre Estates zoned site is proposed to permit a maximum density of 15 units per acre, which equate to approximately 140 residential units. The property is located on the southwest comer of the intersection of County Road 846 and School Road in Section 9, Township 47 South, Range 29 East, Collier County, Florida TITLE 7/8/08 KDlsp: Petition: RZ-2007-AR-12044: hmnokalee LLC, represented by Shaun Mularkey, AICP, of Coastal Engineering Consultants, Inc., is requesting a rezone from the Estates (E) Zoning District to the Residential Multi-family-16 (RMF-16) Zoning District to permit a multi -fancily development on 9.33f acres with a maximum of 15 dwelling units per acre for property located at the southwest corner of the intersection of Innnokalee Road (CR-846) and School Road, in Section 9, Township 47 South, Range 29 East, in the unincorporated Immokalce area of Collier County, Florida. JUSTIFICATION: AADT: PLANNER: KAY DESELEM LOT NBR: SURVEY: ROAD MILES: CANCEL DATE: SCHED EXP DATE: NBR UNITS: 15 REVIEWS: 18 LOT MIN SIZE: ATTACHED PLANS: ROAD TYPE: BY: EXP USER., IMPERV SQFT. REVIEWS PENDING 0 CIP NBR: ACRES: 9.3300 ADDITIONAL INFO: July 7, 2008, reassigned - from Willie Brown to Kay Deselem Approved by BCC 9/23/08 in Ordinance No. 08-53. https:llapps.cd liergov.nettzoninglAR SearchlDispAppDelalls—ln calm?App Nbr=12044 114 8l30F2021 htlpsJ/apps.collergov netlzoning/ARSea rch/DispAppDetails_Inc.cffn?AppNbr—l2044 COMMITTEES AGENCYNB121DESC: SCHEDULE: NWET1i4G: STATUS: 104/ENVIRONMENTAL ADVISORY PENDING COMMITTEE 1181REVIEW STATUS 07/19/2007 08/20/2007 RESUBMIT 118/REVIEW STATUS 10/24/2007 11/19/2007 RESUBMIT 118/REVIEW STATUS 12/10/2007 12/12/2007 PROCEED 1051PLANNTNG COMMISSION 01/17/2008 RESCHEDULE 118/REVIEW STATUS 02/20/2008 03/28/2008 RESUBMIT 118/REVIEW STATUS 03/31/2008 04/15/2008 PROCEED 104/ENVIRONMENTAL ADVISORY 05/07/2008 05/07/2008 RESUBMIT COMMITTEE 105/PLANNING COMMISSION 08/07/2008 08/07/2008 PROCEED 106/130ARD OF COUNTY COMMISSIONERS 09/23/2008 09/23/2008 PROCEED REVIEWS DEV REV ENVIRON. COMPLETE Due: 04/28/2008 Released By: MASON S Rejected By: PLANNING CLAUDIAPIOTROWI Released By: WILLIEBROWN Released DEV REV CURRENT COMPLETE Due: 04128/2008 By: WILLIEBROWN Released By: PLANNING WILLIEBROWN Released By: WILLIEBROWN DEV REV CURRENT COMPLETE Due: 03/20/2008 Released By: WILLIEBROWN PLANNING Released By: JOHNPODCZERWINS DEV REV COMPLETE Due: 03/2012008 Access management is shown only on TRANSPORTATION School Rd and is satisfactory. Released By: JOHNPODCZERWINTS Rejected By: JOHNPODCZERWINS DEV REV COMPLETE Due: 01/10/2008 Minor update to TIS & Developers TRANSPORTATION Commitments. Rejected By: JOHNPODCZERWINS Released By: OCHELTREE_M Released DEV REV GRAPHICS COMPLETE Due: 01/10/2008 By: OCHELTREE M DEV REV PARKS AND REC N/A Due: 08/16/2007 DEV REV ENVIRON. COMPLETE Due: 08/16/2007 Released By: MASONS Released By: PLANNING MASONS -WITH CONDITIONS Released By: CLAUDIAPIOTROWI Rejected By: CLAUDIAPIOTROWI Rejected By: CLAUDIAPIOTROWICZ Rejected By: CLAUDIAPIOTROWICZ Released By: CLAUDIAPIOTROWICZ hllpsalapps.cdliergov.nethoning/ARSearchtDispAppDetells_ine.efm?App Nbr-12044 2M 6/30/2021 httpsJ/apps.cotilergov.n eVzoning/ARSea rch/DlspAppt)etalls_inc.clm?AppNbr=12044 Released By: CLAUDIAPIOTROWICZ Release Released By: BOBWRIGH'I' Released By: DEV REV LANDSCAPE COMPLETE Due: 08/16/2007 BOBWRIGHT Provide Landscape Buffers PLANNING at time of SDP. See inforinational notes. BOB WRIGHT Released By: JOSEPHTHOMPSON Released By: JOSEPHTHOMPSON Project is consistent with the IAMP under DEV REV COMP COMPLETE Due: 08/16/2007 the following stipulation: a density cap of PLANNING 15 du/a he placed on the RMF-16 rezone at the time of approval. This density cap needs to be included in the re DEV REV ADDRESSING COMPLETE Due: 08/16/2007 Released By: JARRELL P DEV REV ENGR COMPLETE Due: 08/16/2007 Released By: MULLER R TRANSPORTATION DEV REV ENGR H2O COMPLETE Due: 08/16/2007 Released By: CHRZANOWSKI S MGMT Rejected By: CHRZANOWSKI_S DEV REV PATHWAYS - COMPLETE Due: 08/16/2007 Released By: BEARD L TRANSPORTATION DEV REV PUBLIC UTILITY COMPLETE Due: 08/16/2007 Released By: ZAMIRADELTORO DEV REV PLAN SECY COMPLETE Due: 08/16/2007 Released By: PHILLIPS_S DEV REV HISTORICAL COMPLETE Due: 08/16/2007 Released By: BELLOWS R PLANNING DEV REV FIRE COMPLETE Due: 08/16/2007 Released By: ABLERKENNETH2 PROPOSED PLAN APPLICATION ITEMS QTN: APPrrXNL0FSCRrM0N• 9.33 RZSTANDIREZONI E - STANDARD 1.00 FPRZIFIREREVIEW - REZONE 1.00 CPRZ/COMP PLANNING REZONE REVIEW 729.00 ADVER/LEGAL ADVERTISING 363.00 ADVER/LEGAL ADVERTISING 1.00 TSMAJ/MAJOR STUDY REVIEW - TIS 1.00 PREA-CRDT5/CREDIT - PRE-APP M- E 500 1.00 SDPSC/SDP SHEET OUT 906.00 ADVER/LEGAL ADVERTISING LETTERS L-14 PROCESS LETTER L-38 NOTIFICATION 1/17/08 L,16 PROPERTY OWNER 1/17/08 NQTICE OF PUB HEARING 1/17AS ROPE ER 8/7108 L-39 NOTIFICATION 8/7/08 Date Sent: Jul 25, 2007 Date Sent: Dec 18, 2007 Date Sent: Dec 18, 2007 Date Sent: Dec 18, 2007 Date Sent: Jul 15, 2008 Date Sent: Jul 15, 2008 AM 6250,00 100.00 750.00 729 00 363.00 1500.00 -500.00 35.00 906.00 https:llapps.cdliergov,neVzoning/ARSearchOspAppDetalls_inc.cfm?AppKbr=i 2044 314 8130/2021 httpsJ/apps.colltergov n et/zoning/ARSearWDispAppOetails_Inc.cfm?AppNbr-12044 NOTICE OF HEARING 8-7-08 36 FINDINGS F C LEGAL AD 9-23-08 ADDITIONAL SUBMITTAL INFO REVIEW LETTER, PART I, 8-20-07 REVIEW LETTER PART II.8-20-0 REVIEW LETTER. PAJU 111 8-20- INSUFFICIENCY LETTER EM)3E INSUFFICIENCY LETTER EMBE UET"IEI ADVERTISING STATEMENT END OF REPORT Date Sent: Jul I5, 2008 Date Sent: Sep 24, 2008 Date Sent: Sep 24, 2008 Date Sent: Sep 24, 2008 Date Sent: Sep 24, 2008 Date Sent: Sep 24, 2008 Date Sent: Sep 24, 2008 Date Sent: Sep 24, 2008 Date Sent: Sep 24, 2008 Date Sent: Jan 13, 2009 Date Sent: Jan 13, 2009 https://apps.cdltefgov.neilzoninWARSearch/oispAppDetalls-Inc.cfm?AppNbr=l2044 414 Exhibit Ato RFA2023-201 Housing Credit Financing For Affordable Housing Developments Located In Small and Medium Counties Section 4.A.5 Praximity, Mandatory Distance, and RECAP e. Proximity (1) PHAorRD515Proximity Point Boost (a) Doesthe proposed Development qua lifyforthe PHA Proximity Point Boost? NoPoints ovrarcled for If'Yzti',provid?th.-.,re,iuwr dIettnrasAttachinenl5 Blty Boost Pol ntrK Boosti (b) Do estheproposed Development qualify for the RI) 515Proximity Point Boost? 0.0 No II`Yr.: providether[gviredletterasAttachmant9, 'subL'OtovEfY&V.VnV,atharf-*Ate;idre,nF.1fs (2) Transit Services Applicantsmay select Private Tran spo rtation orprovldethelocation information and dlstancefor one oftheremainingfourTransit Services on which to basethe Appl icat Ion's Transit Score. (a) Icf�tmher4p1r1 oipooP: euJvDi eI ~•aPlrtpattreenTtian;poe;t Elderly ransi#rTdyped fooTe._�;.;:.;-:•:,•,:,,,.,:,ft,.��1;;(FhepmposedDevelopment does not quaFfytoseladthhoption l&haLpmographk------0.0 Commitment of Famip.l (b) QtherTransit Services Service Latitude Coordinates longitude Coordinates Distance* Polntsawarded for Transit Type Public Bus5t6p1 26.406880 -81.421430 0.20 6 Public Busstop2 26.406478 -81.421266 0.19 Public BusStop a 26.409455 -81.417143 0,19 Public BusTransfer Stop Public But Rapld Transit Stop Public Rail Station This area intentionally left blonk. (c) Qualificationsfarthe Sun Rail Goal Does theApplication qualify forthe Sun Rail Goal as outlined in the RFA? No If —tes"state the nameortile SurtRall Station tliat is%tithin 0.5 rnilesof tlt, 0eveloprnent Location Point. <,.elect one= (3) Community Services Up to three CommunityServices may beselected, fora maximum 4 pointsfor each service. Points awarded for Community Service Service Name Service Address Distance* Services GroceryStore communityMedicalCare 125BostonAve lmmokatee, 0.62 3.0 Medical Facility Center, Dr. Gonzalez FL34142 RFA2023-201 'Proximity, Mand. Di st•, RECAP' wo rksh eet tab: Page 1 of 2 ERllib$ Ato RFA2023-201 Housing Credit Financing For Affordable Housing Developments Located In Small and )Medium Counties Pharmacy Town Pharmacy 101 W. Main St lmmalralee, 080 2.5 P134142 PubllcSchoul PlnecrestElemSchool 3135.4th5tlmmolmlee,FL 0.70 3.5 34142 'Rounded upto the nearest hundredth ofa mile. Distance behveen the coordinatesofthe Development location Point and the coordinates of theservice. The method used to determine the latitude and longitude coordinates must conform to Rule 51.17, F.AC., formerly 61G17.6, P.A.C. WI calculationsshall bebased on %NG584" and be grid distances. The horizontal positions shall becollected to meet sub -meter accuracy (no autonomous hand-held GPS units shall be used). Mandatory Distance Requirement Doestheproposed Development meet the Mandatory DistanceRequirement Auto matically7 NO Doesthe proposed Development and any Dew elopment(s)on the Ustservethesame demographiccommitman t category, haveoneormoreof the same Flnancial Ben eficiaries, and meet at least one of the fo.Howing criteria: (i) they are contiguouso.r divided by a street, and/or [i) they are divided byapr[or phaseoft heproposed DereIapment? it" (W.the;epripoilie;,ill hedisreeardedforpufp•ssesoftheM3ndataryDistanceRequirement Identity theipzcl€icDavelrpnsent(s)to disregard by salartingit tlhem) from Ili a drupdacvn menuls} 6eloi.v Usa the Adden dum ifmore proper ties are need ed to be Went inel. ,scllcton:% s•Jactan=- i.eleci n4e> �s el•x l ona- �jflect oue, g• Limited DevelopmentAreas(LDA) Isthe proposed Development located in a Limited Development Area (tDA)? NO In. Racial lyand Ethnic allyConcentratedAreasofPoverty(RECAP) Is any part ofthe proposed Development located in a RECAP deslgtated area? (1) €)o�tneAapfic ationquality fir thefJe: elcpment Subcstagsry ofRsisi•afopment vAth o i without Arqu;=itia47 x,; SJ,,rr.;iFi �r; lZl 15the prop:md pertofati�calGayernmEltR6itaitationplan, did tbeARRtcant propOYCODIPleteand suhmitthe P ridaHousingFinanceCorpvritianLo:alGovammcntV4riFcatioalbstOe•relopmentisPailOfALocal f;;l,•,::f f, Ravi[alizaticrPienfoim(Nin,Re,,CS-4(120)asAHacI,menlS,andd•<stheFormdeia•,•n_13ateLltattllepiailwas adopted onos beforelanuaryl,2P23? f if�lf Tian sit Service Points calculated based on the information entered above: 6 Community Service Points calculated based on the Information entered above: 9 PHAor RD Proximity Boost points achieved 7 0 Total Proximity Points calculated based on Information entered above: 15 Usingthelnformationeoteredabove, does thekpplicationmeet the minimum ProximityPoint Yes Requirement? Ming tb a information entered above, doe9theApplication meetthe Proximity Funding Preference? yes Total Proximity Paints calculated based on Information entered above, without the benefit of eithera PHAorRDBoost! 2. Awarding Points point Items Maximum Points Anticipated Score Submission of Principal Disclosure Form that is either 5 5 (a) stamped "Approved" at least 14 Calendar Days prior to the Application Deadline; or (b) stamped "Received" by the Corporation at least 14 Calendar Days prior to the Application Deadline AND stamped "Approved" prior to the Application Deadline Bookmarking Attachments prior to submission 5 5 Developer Experience with Corporation funded 5 Developments Total Possible Points 15 15 NuRock owns, manages and has under development approximately 8,500 units. With offices in Georgia, Florida, and Texas, NuRock has historically developed over 16,900 units in multiple states. NuRock is vertically integrated and its operations encompass al/ aspects of real estate activity, including acquisitions analysis, development support, construction, property management, supportive services, governmental regulatory compliance services, and due diligence support work. Top 50 in the U nited States s NuRock has been ranked amongst the Top 50 0 w ners/ Man agers/ Builders in the United States by Multifamily Executive and Builders Magazines. NuRock Affiliate Companies NuRock Development Groups NuRock Acquisitions, LLC and NuRock Development Partners, Inc. were formed for the purpose of providing pre -acquisition due diligence, negotiations, development support, construction liaison and to be a general partner for the NuRock Companies. Its staff interacts with the NuRock Management Group so that each property will be successful, not only in the development stage, but also from a management perspective for the future. NuRock Construction NuRock Construction was formed in 1993 to provide the general construction and construction management services for apartment communities developed by the NuRock Companies. NuRock Construction has continuously finished each project either ahead of schedule or on time and within budget parameters. This performance has allowed the NuRock Companies to significantly improve on the stabilization and value of each development. NuRock Management Group NuRock Management Group was formed for the purpose of managing the various properties that are or will be owned by the NuRock Companies. Its personnel serve to maximize occupancy, reduce turnover, and maintain the overall physical value of the properties. In addition to the overall management of the properties, the staff of NuRock Management assists in the development and implementation of the support programs known as Breo%Ot `i This teamwork approach ensures maximum success for the properties and the programs. NuRock Housing Foundation NuRock Housing Foundation I, Inc., a 501(c)(3) non-profit organization, was formed to provide and implement the much needed EmdtOuf` programs for the family properties that are developed. Its staff coordinates the academic enrichment programs, the after school tutorial support and the many other supportive service programs for the resident's children. Robert G. Hoskins / President of the NuRock Companies Robert G. Hoskins is President of The NuRock Companies. He has over 28 years of top- level professional experience as a corporate officer, management consultant and strategic planner. Mr. Hoskins has an extensive background in financial analyses, feasibility analyses, operations planning, staff management and strategic development/planning with an emphasis in real estate development, acquisition, syndication and portfolio management. He unites strong analytical skills with a deep understanding of operational management issues to bring creative solutions to management problems. PREVIOUS EXPERIENCE Prior to forming The NuRock Companies, Mr. Hoskins was Senior Vice President of GRI Management, Inc., operational services consulting firm located in Atlanta, Georgia. In that capacity he was responsible for facilitating feasibility studies for acquisition, disposition and operational strategies. Mr. Hoskins coordinated due diligence analyses and was heavily involved in contract negotiations. Mr. Hoskins was a Vice President of HSI Management, Inc. of Atlanta, Georgia, a leading syndication, investment and property management firm in the Southeast United States. Mr. Hoskins utilized his specific experience within the multifamily housing industry to augment market share of HSI's real estate portfolio; initiated recommendations that streamlined and stabilized overall operating expenses for the portfolio; and designed and implemented marketing strategies that enhanced the portfolio's gross revenue stream. Mr. Hoskins was Director of Acquisitions and Dispositions for Reese Companies, an investment and real estate development group located in Dallas, Texas. In that capacity, Mr. Hoskins coordinated and conducted market research studies, feasibility and due diligence analyses in order to quantify data for acquisition and disposition decisions. Mr. Hoskins serves on the Board of Directors of NuRock Housing Foundation, Inc., a 501(c)(3) non-profit foundation. EDUCATION B.B.A. Real Estate (emphasis in finance) , University of North Texas PROFESSIONALAFFILIATIONS Georgia Affordable Housing Coalition -Board Member Institute of Real Estate Management Southeast Association of H U D Managing Agents (SAHMA) Robby D. Block/ Development Partner Robby Block is responsible for oversight of all NuRock development activities and the associated NuRock Development offices, as well as strategic planning for not only new development opportunities, but the opening of new offices and opportunities in those states where NuRock is not currently developing. Rebecca Howell J President of NuRock Management Group, LLC Rebecca Howell is responsible for all management operations, which includes operations management, marketing, leasing, as well as competitive market development for all divisions. As President, see currently overseas all NuRock Properties. Miguel Esparza f Head of NuRock Construction Services Miguel Fsparza is responsible for all construction operations for all divisions. His experience includes management of field operations, project management, estimating and contracting inclusive of bidding, buyout, and administration over all NuRock properties. Paul Greilich .1 Development & Acquisitions Manager -- Florida/Southeast U.S. Division Paul has 10+ years of professional experience in land planning and real estate development. Paul brings expertise in land acquisition, entitlements and development of affordable multifamily housing across the state of Florida. Paul earned a Masters of Urban and Regional Planning from Florida State University and is certified by the American Institute of Certified Planners (AICP). Lara Heit_I Development Manager — Florida f Southeast U.S. Division Lara Heit is responsible for acquisition of new project development and managing the overall development process relating to new developments such as site screening, market analysis, coordinating consultants, preparing financing applications, and other due diligence. References Regions Bank Phil Bonelli SVP - Regions Commercial Banking Commercial Banking 303 Jesse Jewell Parkway 706-254-4406 Phil.Bonelli@Regions.com Citi Community Capital Mr. Mahesh Aiyer Director 2700 Post Oak Blvd Suite 510 Houston, Texas 77056 Phone: 713-752-5046 Cell: 832-515-4939 mahesh-aiyer@citi.com Legacy Bank & Trust Olivio Ochoa SVP, Affordable Housing 2626 Cole Avenue Dallas, Texas 75204 Phone: 417-823-9600 Cell: 972-762-3855 oochoa,Ccbleaacybankandtrust.com Arnall, Golden & Gregory, LLP Mark Gould Partner 171 17th Street NW Suite 2100 Atlanta, GA 30363 404-873-8500 markgould(D,agg.com BOK Financial Lisa E. Albers Senior Vice President Community Development Banking Office: 918-588-6420 Fax: 918-895-8102 lalbers@bokf.com Locke Lord, LLP Cynthia Bast Partner 600 Congress Avenue Suite 2200 Austin, Texas 7871 512-305-4700 cbast@lockelord.com N NuRock Compani fm ARCHITECTS GGB Engineering, Inc. 00?6rnucrnw VM4G +s NuRock Development Group Pre -acquisition due diligence and negotiations, development support, construction liaison and general partner for the NuRock Companies. NuRock Construction General construction and management services for multifamily properties developed by the NuRock Companies NuRock Management Inc. Management of multifamily properties, management staffing, implementation of the support programs know as BreakOutTM CFM Architects As the lead architect, Ms. Fandino and her group will design, coordinate plans with MEP, structural and civil engineer to design and get project approved from local municipality. GGB Engineering, Inc. Design infrastructure and building engineering NuRock Florida Properties Project Location Units Date Type Town Park Crossing 7843 Davie Road Extension 100 2011 Family Davie, FL 33024 Vista Grand at Spring 10380 Quality Drive 90 2D11 Senior Hill Spring Hill, FL 34609 Residences at Crystal 350 NE 32nd Court 92 2015 Family Lake Pompano Beach, FL 33064 Heritage at Pompano 33 NE 4th Street 116 2016 Senior Station Pompano Beach, FL 33030 New Construction Residences at Haverhill 1281 South Stacey Street 117 2016 Family West Palm Beach, FL 33417 New Construction Residences at Marathon 4800 Overseas Highway 55 2018 Family Key Marathon, FL 33050 New Construction Residences at Crystal 4900 Overseas Highway 46 2018 Family Cove Marathon, FL 33050 New Construction Residences at Narania 27550 S Dixie Hwy 140 2023 Family Lakes Narania, FL 33032 New Construction Residences at 6015 Washington Street 115 Start Family Beverly Park Hollywood, FL 33023 2023 New Construction Residences at Sunset W Commercial Blvd & NW 82"d 144 Start Family Place Avenue Lauderhill, FL 33351 2023 New Construction #�`}fir jl - 7 S !' • II j�R{ E - hipq SO- u Residences at Marathon Key Crystal , ova ( araf NUROR FLORIDA PROPERTIES VF I ri ` I Y f a � e af. Porn . -I' rt M ' no Beach, c, RESIDENCES AT CRYSTAL LAKE 92 Units 350 N E 32nd Court Pompano Beach, FL 33064 LN?I MJM6 Lv jr CRYMSTAL K11 N ■ ■■ ■; � � ' & . � ■ ■ ■ f` � �; . ; ■ `2� ; & � ■ ; ■ . . � VISTA GRAND AT SPRING HILL 90 Units k j 10380 Quality Drive Spring Hill, FL 34609 • Y lE J. Ile .' �4'r—mot •'�� 1 4-- ' I F f . r r r --, r•.. WV 'e1 111 1!4 {ti f 7 ir: • kA � V } TOWN PARK CROSSING 100 Units 7843 Davie Road Extension Davie, FL 33024 IF sr f ♦ Y� • M RESIDENCES AT MARTHON KEY / CRYSTAL COVE 1 101 Units Florida - Marathon, ra Or 40 1 . � Ss. ��/, yy r �■[may �`�'��I/ - � -1 �'`�1 P _� � 1 �♦i' .5 h1�� .ice 5 F' •s. - _- - � VA gilt! Oft 3k R l 1 � .� 1 lei w , �' I" RESIDENCES AT BEVERLY PARK 115 Units 6015 Washington Street Hollywood, FL rl i L - A - Mom i 0 MEI- M-r- V--T7M law .-- A - '+Virl k. AIR L N Nt u Tree & Wetland Preservation Area I�IIIIIII�IIIIIIIIIIIIII IIIIIIIIII Surface Parking (163 spaces) Ilfil II�III I IIIIIIIlI �I f � I v 1. Pool & Cabana I IIIIIIIIIII �II� IIIIIIII Nejv 26-unit 3-story tru ltifanrily building Primary ingress/egress off School Rd (per: — f Ordinance 08-53) Tree & Wetland Preservation E. ' Area m Clubhouse & Leasing New 28-unit 3•-story multifarnil} building New 26-unit 3-story multifamily building Emergency ingress/egress Tuturre 25 ft. ROW Dedication (Ordinance 08-53) - s t Pedestrian access To S 1sr St. ? Recreation Area SITE PLAN RESIDENCES AT SEMINOLE CROSSING SCHOOL ROAD & 1 ST STREET SOUTH, COLLIER COUNTY FL SP - I .-:••��,-�-a,-� �.•}� -mac - Tree & Wetland Preservation Area z l 1 i— C 3 T A S _ Tree & [Velul Preservation Area 26-unit 3-stots7 fancily building Printaty ingress/egress off School Rd (pea. Ordinance 08-53) Clubhouse & Leasing Pool & Cabana Recreation Area New 28-unit 3-story multifamily building TzNew .26-unit - 3-story multifamily _ t---i - - - --- — _ itilding Frrttrre 25 t. ROVDedication (Orel 08 ingress/egress -53) i Emergency Pedestrian access L _ ToSIS, St. SITE PLAN RESIDENCES AT SEMINOLE CROSSING SCHOOL ROAD & 1 ST STREET SOUTH, COLLIER COUNTY FL SP-2 ` Rea LU 9 !No Side Side State of Florida Department of State I certify from the records of this office that ARBOR RIDGE HOUSING PARTNERS, LP is a limited partnership organized under the laws of the State of Florida, filed on November 7, 2017. The document number of this limited partnership is A17000000537. I further certify that said limited partnership has paid all fees due this office through December 31, 2023 and that its status is active. I further certify that said limited partnership has not filed a Certificate of Withdrawal. Given Murder nV hand and the Great Seal oftheState of'Florida atTalkhassee, the Capital, this the F#2h day ofApri! 2023 Secretaly c f Wtate TrackingNumber: 46576754149CC To authenticate this certificate,visit the following site,enter this nwnber, and then follow the instructions displayed. https:llservices.sunbix.orglkYlings/CertiAcatepiStatus/Certif icateAuthentic atkn State of Florida Department of State I certify from the records of this office that NUROCK DEVELOPMENT PARTNERS INC is a Georgia corporation authorized to transact business in the State of Florida, qualified on October 1, 2013. The document number of this corporation is F13000004273. I Mher certify that said corporation has paid all fees due this office through December 31, 2023, that its most recent annual report/uniform business report was filed oil April 5, 2023, and that its status is active. I further certify that said corporation has not filed a Certificate of Withdrawal. Given underigy hand and the GreaISeal offihe State of Florida W TalW asree, the Caphdl, this ifse Slxfh dc{v afApH4 2023 SecretaryToffulte Tracking Dumber: 4745274741 CU To authenticate this certificate,visit the following slte,enter this number, and then fullafv the instructions displayed. hnps://servtces.sujibiz.org/Flibigs/CertMcateOfS tattisfCertificateAuthentieatkm State of Florida Department of State I certify fi-om the records of this office that R BLOCK DEVELOPMENT, LLC is a limited liability company organized under the laws of the State of Florida, filed on December 9, 2022, effective December 10, 2022. The document number of this limited liability company is L22000518126. l further certify that said limited liability company has paid all fees due this office through December 31, 2023, that its most recent annual report was filed on April5, 2023, and that its status is active. Given itudermy hared and the Great Seal of &e Slate of Florida at Tallahassee, theCapUal, Arts Are F#lh &W ofAprll, 2023 Secrefany 4 #111e Tracking Number: 998SO6t1793CC To authenticate this certificate,visit the following site,enter this number, and then follow the instructions displayed. https:/Iservices.sunbiz.org/F illugs/CertificateOfStatus/CeititicateAuthenticatian State of Florida Department of State I certify from the records of this office that R HOWELL DEVELOPMENT, LLC is a limited liability company organized under the laws of the State of Florida, filed on December 9, 2022, effective December 10, 2022. The document number of this limited liability company is L22000518101. 1 ftuther certify that said limited liability company has paid all fees due this office thtrough December 31, 2023, that its most recent annual repoxt was filed on April 5, 2023, and that its status is active. Given underhV (rand and the Great Seal office State of Florlda at7'allahassee, the Capital, this Me F#h day ofAprI4 2023 G� Secretary (f t(lte TrackhtgNumberr 2979908654CC To authenticate this certlflcate,visit the following site,enter this number, and then followthe instructions displayed. ltttps:llservlces,sunhiz.orgrFilhtgVCerdficateOtS otuslCertificateAuthenttcatton Principal DfscIosures for the Applicant AP!'ROV6D faa•HOUSING CREDITS l71FCAdvarice Review IlecOved r2,9.221Approved r2,r5.22 Select the orga nhational structure for the Applicant entity: The Applicant Is a: limited Partnership Provide the name of the Applicant tlmlted Partnership: Arbor Ridge Ifousing Partners, LP First Principal Disclosure Level. Click here for Assistance with Completing the Entries for the First Level Principal Disclosure for the Aoolicanl First LeveI SelectTvpeofPdncloalof Select manlratlonalstructure Entityq lican Enter Name ofFfislLevel Principal of Vot Level Principal fdeminel 1. General Partner NDGAsbor Ridge LLC Lrmited liability Company 2. General Partner 3. General Partner RiiowellGPIJK RelockGPl,LLC Limited Liability Company trmiledllabllityfompany A. Investor LP Hoskins,RobertG Natural Person Second Principal Disclosure Level: Arbor Ridge Housing Partners, LP Click here for Assistance with Completing the Entries for the Second level Principal Disclosure for the Applicant ;elect the corresponding Rrst Select the type of Principal Level Prfnclpal Entity" from berng assoclatedwllh the Select organlrat9nal structure above forvehlch the Second Second level corresponding First level Qf Second Level Pdnclpal Level Principal Is beingidemified Entity PfindoatEntity Enter Name of5econdLevelPrinclpaj dentlRed 1.(NDGArbor Ridge, LLC) I.A. Manager Hosklns,Robert G Natural Person 1. (NDG Arbor Ridge, ILC) 1.e. Member Hoskins, Robert G Natural Person 2.(RliowellGP1,HQ 2.A, Manager Howell, Rebecca Natural Person 2,(RHowell GPI,LLC) 2.8. Member Howell, Rebecca Natural Person 3. (R Block GP 1, LLCI 3A- Manager Block, Robby _ Natural Person 3. (R elockGP 1, LLQ 3.0. Member elock, Robby Natural Person Page 1 of 1 Principals of IheApplicant and Developer(s) Disclosure Form (Form Rev.05-2019) Principal disclosures for the three Developers AITR0VEDforHOUSING CREDITS FfIFCAdvauce Review Received 12,9, 22; Approved r2, ry.22 Itowmany Devetopersare part ofthis Application slrueture? (Please complete the WincipalDlsclosuresfor each ofthe three Co-Develapersbelow.) 3 Select the organizational sbucture for the first Co -Developer entity: 1heruseCo-Developerlsa: Eor-PeofitCorpora0on Provide the nano of the Developer For•Proiit Corporation: NURuck Development Partners, fnc- First Principal DIsdosure Level: NuRock Development Partners, Inc. Click here for Assistance with Completing the Entries for the First level Principal Dlsdosure for a Developer First Level $elec 1-vpe of Prindoal of Select oraanliallonal_structure Entity k evelo a FnlerName ofFirstlevel Principal of First tevelPrindpaiIdentified Executive Director Hoskins. Robert G Natural Person Olrscer/Director HosFJns,RobertG Natural Person Shareholder Hoskins, Robert NalvealPerson Page L of 3 Principals of the Applicant and Deve:oper(s) Disclosure Form (Form Rev. OS-2019) Principal Disclosures for the three Developers ( AYIrROY6!)forHOUSING CREMIS F11FCAdvan re Review Received 12.9a2;Aliproved 12,15-22 select lheaganisational structure for the second Co-Developerentllyc The second Co -Develop cc Is a: limited llablllty Company Provide the name of the Developer Limited tlabillty Company: R Howell First Principal Disclosure Lovel: R Howell Development, LLC Click here for Assiswncewith Com letfn the Enntesfor the First Level Pdnd alDlclosvre foraDevelo er First Level Select Type OfPrincIpal01 Select organlzatlonalstructure. EntityDeveloper Enter Name off'UstLevel Pdnclpa! of First tevelPdrici alfde i e 1. IAanager Ilowell, Rebecca Natural Person 2. Memher Howell, Rebecca Natural Person Page 2 03 Principals of the Applicant and Developer(s) Disclosure form (Form Rev.05-2019) PrLTci e1 Disclosures forthe three Developers APPROWliforllOUS1N4 CRETOHS FIIFCAdvauce Review Recelved z2.9,23lApprovedz2.i5.a2 Select the organizational strucinre for the third Co•Daveloper entity: The third Co-Developeris9: LimitedtiabllityCompany Provide the name of the Developer limited liability Company: FIrst Principal Disclosure Level: R Block Development, LLC R Block Development, LLC Click here forAss'stance with Comolekg the Entries for the Flrst level Prindoal Disclosure for a Developer First "ej StfectTypofPrincipal of Selectorgantzationalsiructurg Entityq peveloper Enter Name of tirstlevei PtInc al Of First Level PiladoalIdentified 1. _ Manager Blodk.Robby _ Natural Person 2. Member Bloclk, Robby Natural Person Page 3 of 3 Pdntipafs of the Applicant and Davelopei(s) Disclosure Form (Form Rev. 05.2019) r-) U Parcel NT000134400002 Collier County Property Appraiser Property Summary E Site Address Sit, City IMMOKALEE IteZone*Notba 34142 Name / Address -- - IMMOKALEE LLC C/O LEE GOLOMEIER 18 CLUB RD — City MONTCW R - - -� - -- — -- — State NJ Zip 1 0704$-25W Map No. Strap No. _ Section Township I Range Acres `Estimated 2E09 _ 000100 009 2E09 9 — 47 _ I 29 8.83 Legal 947 29 NE1/4 OF 5E1/4 OF NE1/4, LESS RJW 8.83 AC Mlrlega AreaO 148 ---- -- ------ - k1�a j�tesd *S'�rculations 5ubJCvndv 10f1-ACREAGE HEADER School Other Total Use Cade 4 ':99 - ACREAGE NOT ZONED AGRICULTURAL 4.459 9.8696 14.3286 f Latest Sales History 2022 Certified Tax Roll (riot aR Sales era listed due to Confidentiality) (sub)ect to t h"s) Date Book -Page Amount Land Value $14i,2B0 03/30/04 3531-409 $ 325,0H -- -- - _ to-) improved Value 09/14/95 2099-1160 $ 0 - - 04/01/91 - - 1609-1792 — $ Market Value 09/01/88 1390-324 $ 0 (-) 10% Cap 06/01/81 925.887 -� — -- -- — -- $ 0 (-) Assessed Value 0 School Taxabl& Value (�} Taxable Value i Hall Values shown above equal 0 tivs parcel was created after the Fink) Tau RoU $ 141,280 $ 55,24S $ 86,035 $ 141,280 $ 86,035 f) V � MdY,ddmLhe dd+e lk 3ei 5lca rnsrara4 y.1.eahxvY'i_ia'_t' JLSAM,,(3ow jgIx -0 xbtr r� s ggwoespace p stjPart Home Search Data Bank Data Sen ices Help ( Start WIdation 0—©_0 4 5 Get Enter surf complete Get Started Entity Validation Validation Unique Data Entity ID G-/ D66 ntl3don Successfully Submitted we in 13 business days' ,%4W vie lock atyour docirrr4nts,we Dill lerlyou hwrto easnptete}vur abdattom Mists an estimate of hWr manf bususess days d vnu take usto respond eustness craysdowtinctude weekends crU.S. federal holidays. 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Phase I Arcadia Florida HOME 32 Saint John Paul II Villas - Phase II Arcadia Florida HOME 32 San Pedro at Meadow Park Arcadia Florida HOME 23 Cyndy's Place Arcadia Florida HOME 18 Catalyst Lofts Pittsburgh Pittsburgh Conventional 20 CCM Lake Charles Lake Charles Louisiana LIHTC / Section 8 / RAD 233 Cedar Pointe Homes Baton Rouge Louisiana LIHTC 80 Cedarfield Housing Gettysburg State College LIHTC 32 Central Crossing Convent Louisiana LIHTC / RAD / HUD PBRA 36 Centre Avenue Housing Pittsburgh Pittsburgh SRO 74 Claiborne Homes Westwego Louisiana LIHTC 60 Pueblo Bonito Bonita Springs Florida HOME 130 Confer Vista Apartments Uniontown Pittsburgh Section 8 36 Convent Trace Convent Louisiana LIHTC / RAD / HUD PBRA 28 Crescent Apartments Wilkinsburg Pittsburgh LIHTC / Section 8 27 Cullen Square Apartments Cullen Louisiana LIHTC 50 Pueblo Bonito III Bonita Springs Florida HOME 30 Pueblo Bonito II Bonita Springs Florida HOME 20 Cypress Trails Lafayette Louisiana LIHTC / HOME 72 Devon Towers Apartments Pittsburgh Pittsburgh Conventional 36 Dial Apartments Lancaster State College LIHTC 40 Eastbrook Apartments Vicksburg Mississippi Conventional 120 Ebenezer Towers Pittsburgh Pittsburgh Section 101 Jontilly Place Brandon Florida Section 8 18 Evans Square Conneaut Lake Pittsburgh LIHTC 40 Fairchance Senior Housing Fairchance Pittsburgh LIHTC 36 Falconhurst Restoration Ikinsburg Pittsburgh LIHTC 33 Cocoa Sunrise Terrace Cocoa Florida LIHTC / RAD 183 Fox Hill 11 Bellefonte State College LIHTC 48 Garfield Glen Pittsburgh Pittsburgh LIHTC 49 Garfield Glen Housing II Pittsburgh Pittsburgh LIHTC 19 Pineda Village Cocoa Florida LIHTC / RAD 144 Gates at Mill Creek Bogalusa Louisiana LIHTC 42 Gateway Senior Housing Waynesburg Pittsburgh LIHTC 52 New Paradigm Englewood Florida NSP 17 Highlands Cove I Lake Placid Florida LIHTC 64 Hancock Estates Tupelo Mississippi LIHTC 38 Hearth at Benet Woods Pittsburgh Pittsburgh LIHTC 11 Hi View Gardens McKeesport Pittsburgh HUD/Section 8 117 High School Park Lake Charles Louisiana LIHTC 50 Highland Hall Housing Hollidaysburg State College LIHTC 53 Tropical Manor Merritt Island Florida PBV/LIHTC 85 Homestead Bakery Lofts Homestead Pittsburgh Conventional 26 Homewood Station Senior Housing Pittsburgh Pittsburgh LIHTC 41 Ozanam Village New Port Ritchey Florida SAIL 30 Jessup Greenwave Heritage Apartments Jessup Scranton LIHTC 21 Ozanam Village II New Port Ritchey Florida LIHTC 30 Ozanam Village III New Port Ritchey Florida LIHTC 30 Kingsley Court Lake Charles Louisiana LIHTC / Section 8 / RAID 24 Lackawanna Heritage Olyphant Scranton LIHTC 43 Rosalie Rendu Residences New Port Ritchey Florida Conventional 8 Laurentian Hall Pittsburgh Pittsburgh Section 8 36 Lehigh Coal and Navigation Jim Thorpe Scranton LIHTC / Section 8 27 Lenz Court Ambridge Pittsburgh LIHTC 42 Tonetta Place New Port Ritchey Florida Conventional 5 Kensington Villlas Orlando Florida Market With Bond / Conventional 170 Morris Court III Pensacola Florida LIHTC 74 Morris Court II Pensacola Florida LIHTC 50 Brewers Bridgeway Plant City Florida Section 8 18 Marian Manor Port Charlotte Florida HOME 31 Meadow Heights (Uniontown Sr) Uniontown Pittsburgh LIHTC 60 Midtown Towers McKeesport Pittsburgh HUD/Section 8 132 Miller Street Apartments Pittsburgh Pittsburgh LIHTC 36 Montana Apartments Pittsburgh Pittsburgh Conventional 16 Lofts on Lemon Sarasota Florida LIHTC 128 Amaryllis Park Place Sarasota Florida LIHTC/Sec 8 84 Mount Pleasant Apartments Harrisburg State College LIHTC 48 MVI Clairton Inn Clairton Pittsburgh LIHTC 43 MVI East Braddock Housing Braddock Pittsburgh LIHTC 17 MVI Eisenberg Apartments Monessen Pittsburgh LIHTC 14 MVI Fifth Street Place Charleroi Pittsburgh LIHTC 12 MVI Free Press Building Braddock Pittsburgh Conventional 7 MVI Grant Street Renaissance Turtle Crrek Pittsburgh LIHTC / HAP 14 MVI Hawthorne Place Swissvale Pittsburgh LIHTC 20 MVI Northeast Housing rll-,-+k Q, a,4-1. Pittsburgh LIHTC 15 MVI Social Club East Pittsburgh Pittsburgh HOME 7 MVI West Cornerstone Housing West Newton Pittsburgh LIHTC / HAP 7 Negley Neighbors Pittsburgh Pittsburgh LIHTC 41 Saint Monica Residence Sarasota Florida HOME 14 Newberry Apartments Grove City Pittsburgh Conventional 52 Saint Dominic Manor Sarasota Florida HOME 12 Persimmon Commons LLC Sebring Florida LIHTC 56 Campbell Landings St. Petersburg Florida LIHTC 96 Oakwood Park Oakdale Pittsburgh Conventional/LIHTC/Sec 8 164 Oakwood Terrace Baton Rouge Louisiana LIHTC 60 Old School on the Luzerne West Pittston Scranton LIHTC 22 Opera House Senior Apartments Lock Haven State College LIHTC 20 Park Terrace Apartments Tampa Florida LIHTC 216 Fountain View Tampa Florida LIHTC 132 Oakhurst Square Apartments Tampa Florida Section 8 120 The Graham at Gracepoint Tampa Florida LIHTC 90 Cypress Landing Tampa Florida Conventional / PBV 24 Parkview Knoll Apartments Carmichaels Pittsburgh LIHTC / Section 8 75 Pecan Ridge I Pineville Louisiana LIHTC 48 Pecan Ridge II Pineville Louisiana LIHTC 48 Garrison Street & Pine Street Tampa Florida Conventional 3 Pine Tree Village Apartments West Middlesex Pittsburgh Conventional / Section 8 128 Oakhurst Square Apartments II Tampa Florida Section 8 80 Pioneer Apartments New Kensington Pittsburgh LIHTC 36 Pleasant Hills Apartments Pleasant Gap State College LIHTC 40 Pleasant Hills II Apartments Pleasant Gap State College LIHTC 40 Primrose Apartments North Versailles Pittsburgh HUD/Section 8 40 The Heights at Gracepoint Tampa Florida LIHTC 64 Manchester Apartments Tampa Florida Conventional / PBV 36 Oakview Apartments Tampa Florida NSP 55 Ranch Street Commons Seneca Pittsburgh Section 8 12 Regency Commons Clarion Pittsburgh LIHTC 42 Residences at South High Pittsburgh Pittsburgh Conventional / HUD Mortgage 76 Ridge Avenue Senior Apartments New Kensington Pittsburgh LIHTC 40 River South Baton Rouge Louisiana Conventional / LIHTC / Section 8 / PBV / PHA 46 Riverbend Greenville Mississippi LIHTC 44 Riverdale New Roads Louisiana LIHTC 48 Riverview Sr. Living Apartments Natrona Heights Pittsburgh LIHTC 30 Rockwood Senior Housing Rockwood Pittsburgh LIHTC 10 Roosevelt Terrace Baton Rouge Louisiana LIHTC / PBV 40 Mariposa Apartments Tampa Florida Conventional / NSP 37 Rufus Mayfield Homes / Booker T Washington Lake Charles Louisiana LIHTC / Section 8 / RAD 46 Southland Apartments Tampa Florida PBV 48 Saint Francis Commons Scranton Scranton LIHTC 30 Saint Gabriel Apartments Pittston Scranton LIHTC 16 Marisol Apartments Tampa Florida NSP 25 Hunter Oaks Apartments Tampa Florida Section 8 24 Saint Michaels on the Hill Jessup Scranton LIHTC 31 Grace Manor Apartments Tampa Florida Section 8 19 Eco Oaks Tampa Florida LIHTC 18 Second Avenue Commons Pittsburgh Pittsburgh Conventional 44 Serenity Ridge Plum Pittsburgh LIHTC 62 Slope Hill Townhomes Mt Pleasant Pittsburgh LIHTC 24 Matthews Corner Tampa Florida Section 8 18 Spring Street Commons Newark New Jersey Conventional 84 Stanton - Highland Pittsburgh Pittsburgh Conventional 54 Stanton Avenue Pittsburgh Pittsburgh LIHTC 11 Stonebridge Senior Apartments State College State College LIHTC 58 Stonebridge Senior Apartments II State College State College LIHTC 50 Studio 333 Lafayette Louisiana LIHTC / Market / HOME 15 Winsome Tampa Florida Conventional / PBV 20 Surrey Hill Apartments Uniontown Pittsburgh LIHTC / Section 8 70 Susquehanna Homes Pittsburgh Pittsburgh LIHTC 40 Youngstown Apartments Tampa Florida Conventional 36 Greenwood Apartments Tampa Florida PBV 24 Lancaster Apartments West Palm Beach Florida Conventional 78 The Hitchner West Pittston Scranton LIHTC 18 The Mural Lofts City of Orange State College Conventional 103 The Residences at Wood Street Pittsburgh Pittsburgh Conventional / Section 8 258 The Roosevelt Building Pittsburgh Pittsburgh Conventional / Section 8 191 The Vibe Bound Brook New Jersey Conventional 28 Thomas Campbell Apartments Washington Pittsburgh HUD/Section 8 136 Thomas Campbell North Apartments Washington Pittsburgh HUD/Section 8 75 Timberlane West Point Mississippi LIHTC 52 Sunset Place Apartments West Palm Beach Florida Market With Bond/ Conventional 191 The Charmer West Palm Beach Florida Conventional 39 f-,.4-r Uniontown Pittsburgh LIHTC 36 Uniontown Family Homes Uniontown Pittsburgh LIHTC 30 Uptown Lofts Lafayette Louisiana LIHTC 73 Valley Park II Jackson Mississippi LIHTC Valley View Estates New Wilmington Pittsburgh Conventional 14 Verona Estates Verona Mississippi LIHTC 36 Village of Brierwood Somerset Pittsburgh LIHTC 11 Village of Brierwood II Somerset Pittsburgh LIHTC 20 Village of Brierwood III Somerset Pittsburgh LIHTC 20 Village of Brierwood IV Somerset Pittsburgh LIHTC 20 Villages of Lake Charles Lake Charles Louisiana LIHTC / PBV 119 Waupelani Heights State College State College LIHTC 35 Westlake Ferriday Louisiana LIHTC 40 White Swan Uniontown Pittsburgh LIHTC / Section 8 47 Willow Creek Baton Rouge Louisiana LIHTC / PBV / PHA 42 Willow Haven Rental Homes Pittsburgh Pittsburgh Conventional 86 Palm Place Apartments Winter Haven Florida LIHTC/Sec 8 90 Winter Hill Apartments Falls Church Pittsburgh Conventional 83 Woodlands of Washington Affordable Washington Pittsburgh Section 8 50 Woodlawn Pontotoc Mississippi LIHTC 52 Woodruff Manor Aberdeen Mississippi LIHTC 48 Yorkshire Village Apartments State College State College LIHTC 41 Casa San Alfonso Zolfo Springs Florida HOME 21 9859 O L 4-0 c 0 U to 4- 0 a� U W CONTRACT FOR SALE OF REAL ESTATE THIS CONTRACT of purchase and sale is made and entered into by and between: SELLER: Trinity Enterprise Holdings, Inc. Address: 1000 Pinebrook Road, Venice, FL 34285 Tel. No.: 941-484-9543 Fax No: 941-488-2561 PURCHASER: Casa San Juan Diego, Ltd., a Florida Limited Partnership Address: 12629 New Brittany Boulevard Bldg. #16 Ft. Myers, Florida 33907 Tel. No.: 239-275-8029 Fax No.: 239-275-0648 WITNESSETH: WHEREAS, Seller desires to sell and Purchaser desires to buy the real property described below, to be used for affordable housing funded by Florida Housing Finance Corporation; tax credits and other funding thru others; and WHEREAS, Seller and Purchaser agree that the Purchase Price set forth below represents the fair market value of the Property and both have voluntarily entered into this Contract and desire to evidence their agreement in writing; NOW, THEREFORE, Seller has agreed this day to sell to Purchaser, and Purchaser has agreed to buy from Seller, certain real estate located in the City of Immokalee, County of Collier, State of Florida (the "Property"), known as: Hancock St, SW of the intersection of Hancock St and West Main St, Immokalee, and more particularly identified in the legal description attached as Exhibit "A". 1. PURCHASE PRICE: The full consideration to be paid by Purchaser to Seller for the Property covered by this Contract is the sum of FOUR HUNDRED THOUSAND AND 00/100 DOLLARS ($400,000.00). The Purchase Price, less any deposits or other credits due Purchaser according to this Contract, shall be due and payable upon delivery by Seller to Purchaser and recordation of good and sufficient Warranty Deed conveying the Property to Purchaser free and clear of all assessments, liens, and encumbrances, excepting only the current year's taxes which shall be prorated as of the date of closing, and except any encumbrances and only those encumbrances or other matter not objected to by Purchaser pursuant to Paragraph 7 below. 2. DEPOSIT: Purchaser has made an earnest money deposit in the amount of ONE THOUSAND AND 00/100 DOLLARS ($1,000.00) (hereafter "Deposit"), to be held by Trenam Law (hereafter "Escrow Agent"). Said Deposit shall be held by the Escrow Agent and applied toward the Purchase Price but shall be subject to the terins and conditions of this Contract. 3. FINANCING: Purchaser agrees to submit an application together with the required exhibits to Florida Housing Finance Corporation to provide funding for Purchaser's proposed development of multi -family apartments for low-income families, and other individuals needing affordable housing. Purchaser shall use due diligence and its best efforts to obtain said funding and all other funding needs to develop the Project. 4. CONDITIONS: Said purchase and sale is subject to and conditional upon: (a) Purchaser obtaining on or before June 30, 2023, notice of award of said funds for the proposed development (hereafter "Notification"); and (b) Such municipal, county, state, or utility -supplier approvals as necessary to enable development of the facility on the Property; the cost of obtaining such approvals to be at Purchaser's expense; and approval by the Board of Directors of Purchaser; and (c) Satisfactory MAI appraisal as described in Paragraph 5 below; and (d) Purchaser's initial closing of the funding, to occur simultaneously with the purchase of the Property. If the conditions above have not been fulfilled or waived by Purchaser, then the Contract shall be null, and void and the earnest money deposit shall be returned to Purchaser and thereafter, neither parry shall have any liabilities of the other. 5. APPRAISAL: Following receipt of the Notification of the funding, Lender or Syndicator will promptly select and engage a MAI Appraiser to prepare an appraisal of the value of the Property for the intended use. Upon Purchaser's receipt of the MAI-appraised value equal to or in excess of the Purchase Price or at such lesser value as is acceptable to Purchaser. 6. CLOSING: Sale shall be closed simultaneously with Purchaser's initial closing of the financing, but no later than twenty-four (24) months following date of the Notification. Seller agrees to deliver the deed and all closing documents to Trenam Law as the Closing Agent, at least two (2) business days prior to closing to be held pending the simultaneous closing with financing. However, if Purchaser is unable to accomplish initial closing of the financing within said twenty-four (24) month period, Purchaser may, at its option, extend closing date of this sale by six (6) months by Purchaser giving written notice prior to the time for Closing to Seller. At closing, Seller shall surrender possession to Purchaser. 7. TITLE: Seller agrees to furnish an Owner's Title Insurance Binder within twenty (20) days after the Effective Date in the amount of the Purchase Price to be issued by the Title Company of Purchaser's choice. If title is not acceptable to Purchaser's attorney, Purchaser's attorney shall notify Seller within thirty (30) days after Purchaser receives such Title Insurance Binder and Seller shall have a maximum of sixty (60) days after due notice of any defects to remedy title in a manner satisfactory to Purchaser's attorney. If the title cannot be corrected to the satisfaction of Purchaser's attorney after diligent effort by Seller, Seller agrees to return to Purchaser all deposits made pursuant to this Contract and this Contract shall then be terminated. 8. ENTRY AND INSPECTION: With reasonable notice, Seller shall provide access to Purchaser, their contractors, or assigns, to have the Property surveyed and to make tests as to the suitability of the Property for Purchaser's intended use including preliminary engineering, soil bearing tests, environmental studies and such other inspection and tests as shall be necessary or appropriate. 9. ZONING: Seller agrees to cooperate with any zoning need for Purchaser's intended use. All cost and expense with regards to any zoning shall be borne entirely by the Purchaser. 10. COSTS: Seller shall be obligated to pay any Documentary Stamps that are required to be affixed to the deed and the Owner's title insurance expenses, including the title search and examination fee, as well as any additional costs pertaining to curing any title defects referenced, and further including any outstanding assessments, or liens against the Property. Seller shall be obligated to pay the real estate commission, if any. Purchaser shall be obligated to pay the recording fees of the Deed and all costs associated with the financing. 11. ACCEPTANCE: If this Contract is not executed and delivered by Seller on or before 3:00 p.m. Eastern Standard Time on December 29, 2022, this Contract shall be null and void. The Effective Date of the Contract, for purposes of performance shall be regarded as the date when the last of the Seller and Purchaser has signed this Contract. 12. ASSIGNMENT: Purchaser may assign this Contract with the written approval of Seller, which shall not be unreasonably denied. 13. ATTORNEY FEES AND COSTS: In connection with any litigation, including appellate proceedings, arising out of this Contract, the prevailing party shall be entitled to recover reasonable attorney's fees and costs. 14. DEFAULT: If, for any reason, Seller fails, neglects, or refuses to perform this Contract, Purchaser may seek specific performance or elect to receive the return of its' deposits without thereby waiving any action for damages resulting from Seller's breach. 15. REPRESENTATION OF ENVIRONMENTAL HAZARDS: To the best of its knowledge, Seller is not aware of the existence of any hazardous substances on the Property. Seller has not caused the generation, transportation, storage, or disposal of hazardous substances on the Property. 16. MAINTENANCE: Seller agrees to maintain the property in its present condition, allowing only for reasonable wear and tear, subsequent to the date of this Contract, up to the Closing Date. 17. NOTICES: Any notices due hereunder shall be sent to the addresses first given above and shall be given by U.S. Mail and shall take effect upon mailing. 18. RADON GAS DISCLOSURE: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon testing may be obtained from the public health department. 19. OTHER PROVISION(s): This Contract for Sale of Real Estate supersedes all prior contracts and negotiations. [SIGNATURES ARE ON SEPARATE PAGE] This Contract ;hall be binding upon the parties hereto, their heirs, assigns, successors and personal representatives. SELLER(s): Trinity Enterprise Holdings, Inc. A Florida non-profit corporation By:+ Mr Date: PURCH SER(s): Casa San Juan Diego, LTD, By: NDA San Juan Diego, LLC, a Florida a Florida linuted liability company, General Partner By: Eric C. Miller, Sole Manager Date: /420 , 2022 EXHIBIT "A" LEGAL, DESCRIPTION PROPERTY DESCRIPTION: (PARCEL #: 00123760007) THE NORTH ONE-HALF OF THE SOUTHWEST ONE -QUARTER OF THE NORTHEAST ONE -QUARTER OF THE SOUTHWEST ONE -QUARTER OF SECTION 4, TOWNSHIP 47 SOUTH, RANGE 29 EAST, COLLIER COUNTY, FLORIDA, LESS THE WEST 30 FEET FOR RIGHT-OF-WAY PURPOSES. (PARCEL#: 00127564306) THE SOUTH ONE-HALF OF THE SOUTHWEST ONE -QUARTER OF THE NORTHEAST ONE -QUARTER OF THE SOUTHWEST ONE -QUARTER OF SECTION 4, TOWNSHIP 47 SOUTH, RANGE 29 EAST, COLLIER COUNTY, FLORIDA, LESS THE WEST 30 FEET FOR RIGHT-OF-WAY PURPOSES. THE SAME BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE WEST 1/4 CORNER OF SECTION 4, TOWNSHIP 47 SOUTH, RANGE 29 EAST, COLLIER COUNTY, FLORIDA; THENCE RUN N89'40'00"E ALONG THE NORTH LINE OF THE SOUTHWEST 1 / 4, OF SECTION 4 FOR A DISTANCE OF 1319.50 FEET, TO THE NORTHWEST CORNER OF THE NORTHEAST 1/4, OF THE SOUTHWEST 1/4, OF SECTION 4; THENCE RUN soo • 22' 49"E ALONG THE WEST LINE OF THE NORTHEAST 1 / 4, OF THE SOUTHWEST 1 / 4, OF SECTION 4 FOR A DISTANCE OF 662.38 FEET, TO THE NORTHWEST CORNER OF THE SOUTHWEST 1/4, OF THE NORTHEAST 1/4, OF THE SOUTHWEST 1/4, OF SECTION 4; THENCE RUN N89'40'22 "E ALONG THE NORTH LINE OF THE NORTH 1 /2, OF THE SOUTHWEST 1 / 4, OF THE NORTHEAST 1 / 4, OF THE SOUTHWEST 1 / 4, OF SECTION 4 FOR A DISTANCE OF 30.00 FEET TO THE POINT OF BEGINNING OF THE PARCEL HEREIN DESCRIBED; THENCE CONTINUE N89'40'22"E ALONG THE NORTH LINE OF THE NORTH 1 /2, OF THE SOUTHWEST 1 / 4, OF THE NORTHEAST 1 / 4, OF THE SOUTHWEST 1 / 4, OF SECTION 4 FOR A DISTANCE OF 658.1.1 FEET; THENCE LEAVING SAID NORTH LINE, RUN soo•27' 18"E FOR A DISTANCE OF 662.45 FEET, TO A POINT ON THE SOUTH LINE OF THE SOUTHWEST 1 / 4, OF THE NORTHEAST 1/4, OF THE SOUTHWEST 1/4, OF SECTION 4; THENCE RUN S89'40'44"W ALONG THE SOUTH LINE OF THE SOUTH 1 /2, OF THE SOUTHWEST 1 / 4, OF THE NORTHEAST 1 / 4, OF THE SOUTHWEST 1 / 4, OF SECTION 4 FOR A DISTANCE OF 658.97 FEET TO A POINT LYING 30 FEET EASTERLY AS MEASURED AT RIGHT ANGLES TO THE WEST LINE OF THE SOUTHWEST 1 / 4, OF THE NORTHEAST 1 / 4, OF THE SOUTHWEST 1 / 4, OF SECTION 4; THENCE LEAVING SAID SOUTH LINE OF THE SOUTH 1 /2, OF THE SOUTHWEST 1 / 4, OF THE NORTHEAST 1 / 4, OF THE SOUTHWEST 1 / 4, OF SECTION 4, RUN N00'22' 49"W FOR A DISTANCE OF 662.38 FEET TO THE POINT OF BEGINNING. 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Dewane, as Bishop of the Diocese of Venice, a corporation sole Address: 1000 Pinebrook Road, Venice, FL 34285 Tel. No.: 941-484-9543 Fax No: 941-488-2561 PURCHASER: St. Agnes Place, Ltd. Address: 12629 New Brittany Blvd. Bldg. 16, Fort Myers, FL 33907 Tel. No.: 239-275-8029 Fax No.: 239-275-0648 WITNESSETH: WHEREAS, Seller desires to sell and Purchaser desires to buy the real property described below, to be used for affordable housing funded by Florida Housing Finance Corporation; tax credits and other funding thru others; and WHEREAS, Seller and Purchaser agree that the Purchase Price set forth below represents the fair market value of the Property and both have voluntarily entered into this Contract and desire to evidence their agreement in writing; NOW, THEREFORE, Seller has agreed this day to sell to Purchaser, and Purchaser has agreed to buy from Seller, certain real estate located in the County of Collier, State of Florida (the "Property"), known as: Bucks Run Dr, SE of the intersection of Bucks Run Dr and Collier Blvd, unincorporated Collier County and more particularly identified in the Property Sketch attached as Exhibit "A". The real estate encompasses approximately 8 acres. 1. PURCHASE PRICE: The full consideration to be paid by Purchaser to Seller for the Property covered by this Contract is the sum of ONE MILLION ONE HUNDRED THOUSAND AND 00/100 DOLLARS ($1,100,000.00). The Purchase Price, less any deposits or other credits due Purchaser according to this Contract, shall be due and payable upon delivery by Seller to Purchaser and recordation of good and sufficient Warranty Deed conveying the Property to Purchaser free and clear of all assessments, liens, and encumbrances, excepting only the current year's taxes which shall be prorated as of the date of closing, and except any encumbrances and only those encumbrances or other matter not objected to by Purchaser pursuant to Paragraph 7 below. 2. DEPOSIT: Purchaser has made an earnest money deposit in the amount of ONE THOUSAND AND 00/100 DOLLARS ($1,000.00) (hereafter "Deposit"), to be held by Trenam Law (hereafter "Escrow Agent"). Said Deposit shall be held by the Escrow Agent and applied toward the Purchase Price but shall be subject to the terms and conditions of this Contract. 3. FINANCING: Purchaser agrees to submit an application together with the required exhibits to Florida Housing Finance Corporation to provide funding for Purchaser's proposed development of multi -family housing for low-income families, and other individuals needing affordable housing. Purchaser shall use due diligence and its best efforts to obtain said funding and all other funding needs to develop the Project. 4. CONDITIONS: Said purchase and sale is subject to and conditional upon: (a) Purchaser obtaining on or before December 31, 2023, notice of award of said funds for the proposed development (hereafter "Notification"); and (b) Such municipal, county, state, or utility -supplier approvals as necessary to enable development of the facility on the Property; the cost of obtaining such approvals to be at Purchaser's expense; and approval by the Board of Directors of Purchaser; and (c) Satisfactory MAI appraisal as described in Paragraph 5 below; and (d) Purchaser's initial closing of the funding, to occur simultaneously with the purchase of the Property. If the conditions above have not been fulfilled or waived by Purchaser, then the Contract shall be null, and void and the earnest money deposit shall be returned to Purchaser and thereafter, neither party shall have any liabilities of the other. 5. APPRAISAL: Following receipt of the Notification of the funding, Lender or Syndicator will promptly select and engage a MAI Appraiser to prepare an appraisal of the value of the Property for the intended use. Upon Purchaser's receipt of the MAI-appraised value equal to or in excess of the Purchase Price or at such lesser value as is acceptable to Purchaser. 6. CLOSING: Sale shall be closed simultaneously with Purchaser's initial closing of the financing, but no later than twenty-four (24) months following date of the Notification. Seller agrees to deliver the deed and all closing documents to Trenam Law as the Closing Agent, at least two (2) business days prior to closing to be held pending the simultaneous closing with financing. However, if Purchaser is unable to accomplish initial closing of the financing within said twenty-four (24) month period, Purchaser may, at its option, extend closing date of this sale by six (6) months by Purchaser giving written notice prior to the time for Closing to Seller. At closing, Seller shall surrender possession to Purchaser. 7. TITLE: Seller agrees to furnish an Owner's Title Insurance Binder within twenty (20) days after the Effective Date in the amount of the Purchase Price to be issued by the Title Company of Purchaser's choice. If title is not acceptable to Purchaser's attorney, Purchaser's attorney shall notify Seller within thirty (30) days after Purchaser receives such Title Insurance Binder and Seller shall have a maximum of sixty (60) days after due notice of any defects to remedy title in a manner satisfactory to Purchaser's attorney. If the title cannot be corrected to the satisfaction of Purchaser's attorney after diligent effort by Seller, Seller agrees to return to Purchaser all deposits made pursuant to this Contract and this Contract shall then be terminated. S. ENTRY AND INSPECTION: With reasonable notice, Seller shall provide access to Purchaser, their contractors, or assigns, to have the Property surveyed and to make tests as to the suitability of the Property for Purchaser's intended use including preliminary engineering, soil bearing tests, environmental studies and such other inspection and tests as shall be necessary or appropriate. 9. ZONING: Seller agrees to cooperate with any zoning need for Purchaser's intended use. All cost and expense with regards to any zoning shall be borne entirely by the Purchaser. 10. COSTS: Seller shall be obligated to pay any Documentary Stamps that are required to be affixed to the deed and the Owner's title insurance expenses, including the title search and examination fee, as well as any additional costs pertaining to curing any title defects referenced, and further including any outstanding assessments, or liens against the Property. Seller shall be obligated to pay the real estate commission, if any. Purchaser shall be obligated to pay the recording fees of the Deed and all costs associated with the financing. 11. ACCEPTANCE: If this Contract is not executed and delivered by Seller on or before 3:00 p.m. Eastern Standard Time on May 2, 2023, this Contract shall be null and void. The Effective Date of the Contract, for purposes of performance shall be regarded as the date when the last of the Seller and Purchaser has signed this Contract. 12. ASSIGNMENT: Purchaser may assign this Contract with the written approval of Seller, which shall not be unreasonably denied. 13. ATTORNEY FEES AND COSTS: In connection with any litigation, including appellate proceedings, arising out of this Contract, the prevailing party shall be entitled to recover reasonable attorney's fees and costs. 14. DEFAULT: If, for any reason, Seller fails, neglects, or refuses to perform this Contract, Purchaser may seek specific performance or elect to receive the return of its' deposits without thereby waiving any action for damages resulting from Seller's breach. 15. REPRESENTATION OF ENVIRONMENTAL HAZARDS: To the best of its knowledge, Seller is not aware of the existence of any hazardous substances on the Property. Seller has not caused the generation, transportation, storage, or disposal of hazardous substances on the Property. 16. MAINTENANCE: Seller agrees to maintain the property in its present condition, allowing only for reasonable wear and tear, subsequent to the date of this Contract, up to the Closing Date. 17. NOTICES: Any notices due hereunder shall be sent to the addresses first given above and shall be given by U.S. Mail and shall take effect upon mailing. 18. RADON GAS DISCLOSURE: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon testing may be obtained from the public health department. 19. OTHER PROVISIONS): : This Contract for Sale of Real Estate supersedes all prior contracts and negotiations. (SIGNATURES ARE ON SEPARATE PAGEI This Contract shall be binding upon the parties hereto, their heirs, assigns, successors and personal representatives. SELLER(s): FRANK J. DEWANE, AS BISHOP OF THE DIOCESE OF VENICE, a corporation sole Date: 5 2023 PURCHASER(s): St. Agnes Place, Ltd. By: NDA St. Agnes, LLC, a Florida limited liability company By:` - Eric C. Miller, Manager Date: 6-1 1 2023 4 ' _ T i ! op I 't j -i i a FL� N D C ASSET MANAGEMENT PropertyPortfolio (Residential) Property Name City Region Property Type Total Units A J Demor Towers Verona Pittsburgh LIHTC/Sec8 62 Academy II Moscow Scranton LIHTC 48 Adams Place Cochranton Pittsburgh LIHTC 39 Casa San Juan Bosco Arcadia Florida HOME / Rural Development / Section 8 53 Ashton Gardens Jackson Mississippi LIHTC 40 Autumn Place Baton Rouge Louisiana LIHTC / PBV / PHA 42 Azalea Cove I Vicksburg Mississippi LIHTC 66 Azalea Cove II Vicksburg Mississippi LIHTC 60 Bayou Bluff Lake Charles Louisiana LIHTC / Section 8 / RAD 30 Bayou Ridge (Wesley Chapel) Baton Rouge Louisiana LIHTC / Section 8 82 Beechgrove Homes Westwego Louisiana Conventional / LIHTC 100 Casa San Juan Bosco II Arcadia Florida HOME / Rural Development / Section 8 50 Brookstown Place Baton Rouge Louisiana LIHTC 25 Cardinal Corner Arcadia Florida LIHTC 48 Capitol Park/Mt Zion Baton Rouge Louisiana LIHTC 32 Saint John Paul II Villas - Phase I Arcadia Florida HOME 32 Saint John Paul II Villas - Phase II Arcadia Florida HOME 32 San Pedro at Meadow Park Arcadia Florida HOME 23 Cyndy's Place Arcadia Florida HOME 18 Catalyst Lofts Pittsburgh Pittsburgh Conventional 20 CCM Lake Charles Lake Charles Louisiana LIHTC / Section 8 / RAD 233 Cedar Pointe Homes Baton Rouge Louisiana LIHTC 80 Cedarfield Housing Gettysburg State College LIHTC 32 Central Crossing Convent Louisiana LIHTC / RAD / HUD PBRA 36 Centre Avenue Housing Pittsburgh Pittsburgh SRO 74 Claiborne Homes Westwego Louisiana LIHTC 60 Pueblo Bonito Bonita Springs Florida HOME 130 Confer Vista Apartments Uniontown Pittsburgh Section 8 36 Convent Trace Convent Louisiana LIHTC / RAD / HUD PBRA 28 Crescent Apartments Wilkinsburg Pittsburgh LIHTC / Section 8 27 Cullen Square Apartments Cullen Louisiana LIHTC 50 Pueblo Bonito III Bonita Springs Florida HOME 30 Pueblo Bonito II Bonita Springs Florida HOME 20 Cypress Trails Lafayette Louisiana LIHTC / HOME 72 Devon Towers Apartments Pittsburgh Pittsburgh Conventional 36 Dial Apartments Lancaster State College LIHTC 40 Eastbrook Apartments Vicksburg Mississippi Conventional 120 Ebenezer Towers Pittsburgh Pittsburgh Section 101 Jontilly Place Brandon Florida Section 8 18 Evans Square Conneaut Lake Pittsburgh LIHTC 40 Fairchance Senior Housing Fairchance Pittsburgh LIHTC 36 Falconhurst Restoration Ikinsburg Pittsburgh LIHTC 33 Cocoa Sunrise Terrace Cocoa Florida LIHTC / RAD 183 Fox Hill 11 Bellefonte State College LIHTC 48 Garfield Glen Pittsburgh Pittsburgh LIHTC 49 Garfield Glen Housing II Pittsburgh Pittsburgh LIHTC 19 Pineda Village Cocoa Florida LIHTC / RAD 144 Gates at Mill Creek Bogalusa Louisiana LIHTC 42 Gateway Senior Housing Waynesburg Pittsburgh LIHTC 52 New Paradigm Englewood Florida NSP 17 Highlands Cove I Lake Placid Florida LIHTC 64 Hancock Estates Tupelo Mississippi LIHTC 38 Hearth at Benet Woods Pittsburgh Pittsburgh LIHTC 11 Hi View Gardens McKeesport Pittsburgh HUD/Section 8 117 High School Park Lake Charles Louisiana LIHTC 50 Highland Hall Housing Hollidaysburg State College LIHTC 53 Tropical Manor Merritt Island Florida PBV/LIHTC 85 Homestead Bakery Lofts Homestead Pittsburgh Conventional 26 Homewood Station Senior Housing Pittsburgh Pittsburgh LIHTC 41 Ozanam Village New Port Ritchey Florida SAIL 30 Jessup Greenwave Heritage Apartments Jessup Scranton LIHTC 21 Ozanam Village II New Port Ritchey Florida LIHTC 30 Ozanam Village III New Port Ritchey Florida LIHTC 30 Kingsley Court Lake Charles Louisiana LIHTC / Section 8 / RAID 24 Lackawanna Heritage Olyphant Scranton LIHTC 43 Rosalie Rendu Residences New Port Ritchey Florida Conventional 8 Laurentian Hall Pittsburgh Pittsburgh Section 8 36 Lehigh Coal and Navigation Jim Thorpe Scranton LIHTC / Section 8 27 Lenz Court Ambridge Pittsburgh LIHTC 42 Tonetta Place New Port Ritchey Florida Conventional 5 Kensington Villlas Orlando Florida Market With Bond / Conventional 170 Morris Court III Pensacola Florida LIHTC 74 Morris Court II Pensacola Florida LIHTC 50 Brewers Bridgeway Plant City Florida Section 8 18 Marian Manor Port Charlotte Florida HOME 31 Meadow Heights (Uniontown Sr) Uniontown Pittsburgh LIHTC 60 Midtown Towers McKeesport Pittsburgh HUD/Section 8 132 Miller Street Apartments Pittsburgh Pittsburgh LIHTC 36 Montana Apartments Pittsburgh Pittsburgh Conventional 16 Lofts on Lemon Sarasota Florida LIHTC 128 Amaryllis Park Place Sarasota Florida LIHTC/Sec 8 84 Mount Pleasant Apartments Harrisburg State College LIHTC 48 MVI Clairton Inn Clairton Pittsburgh LIHTC 43 MVI East Braddock Housing Braddock Pittsburgh LIHTC 17 MVI Eisenberg Apartments Monessen Pittsburgh LIHTC 14 MVI Fifth Street Place Charleroi Pittsburgh LIHTC 12 MVI Free Press Building Braddock Pittsburgh Conventional 7 MVI Grant Street Renaissance Turtle Crrek Pittsburgh LIHTC / HAP 14 MVI Hawthorne Place Swissvale Pittsburgh LIHTC 20 MVI Northeast Housing rll-,-+k Q, a,4-1. Pittsburgh LIHTC 15 MVI Social Club East Pittsburgh Pittsburgh HOME 7 MVI West Cornerstone Housing West Newton Pittsburgh LIHTC / HAP 7 Negley Neighbors Pittsburgh Pittsburgh LIHTC 41 Saint Monica Residence Sarasota Florida HOME 14 Newberry Apartments Grove City Pittsburgh Conventional 52 Saint Dominic Manor Sarasota Florida HOME 12 Persimmon Commons LLC Sebring Florida LIHTC 56 Campbell Landings St. Petersburg Florida LIHTC 96 Oakwood Park Oakdale Pittsburgh Conventional/LIHTC/Sec 8 164 Oakwood Terrace Baton Rouge Louisiana LIHTC 60 Old School on the Luzerne West Pittston Scranton LIHTC 22 Opera House Senior Apartments Lock Haven State College LIHTC 20 Park Terrace Apartments Tampa Florida LIHTC 216 Fountain View Tampa Florida LIHTC 132 Oakhurst Square Apartments Tampa Florida Section 8 120 The Graham at Gracepoint Tampa Florida LIHTC 90 Cypress Landing Tampa Florida Conventional / PBV 24 Parkview Knoll Apartments Carmichaels Pittsburgh LIHTC / Section 8 75 Pecan Ridge I Pineville Louisiana LIHTC 48 Pecan Ridge II Pineville Louisiana LIHTC 48 Garrison Street & Pine Street Tampa Florida Conventional 3 Pine Tree Village Apartments West Middlesex Pittsburgh Conventional / Section 8 128 Oakhurst Square Apartments II Tampa Florida Section 8 80 Pioneer Apartments New Kensington Pittsburgh LIHTC 36 Pleasant Hills Apartments Pleasant Gap State College LIHTC 40 Pleasant Hills II Apartments Pleasant Gap State College LIHTC 40 Primrose Apartments North Versailles Pittsburgh HUD/Section 8 40 The Heights at Gracepoint Tampa Florida LIHTC 64 Manchester Apartments Tampa Florida Conventional / PBV 36 Oakview Apartments Tampa Florida NSP 55 Ranch Street Commons Seneca Pittsburgh Section 8 12 Regency Commons Clarion Pittsburgh LIHTC 42 Residences at South High Pittsburgh Pittsburgh Conventional / HUD Mortgage 76 Ridge Avenue Senior Apartments New Kensington Pittsburgh LIHTC 40 River South Baton Rouge Louisiana Conventional / LIHTC / Section 8 / PBV / PHA 46 Riverbend Greenville Mississippi LIHTC 44 Riverdale New Roads Louisiana LIHTC 48 Riverview Sr. Living Apartments Natrona Heights Pittsburgh LIHTC 30 Rockwood Senior Housing Rockwood Pittsburgh LIHTC 10 Roosevelt Terrace Baton Rouge Louisiana LIHTC / PBV 40 Mariposa Apartments Tampa Florida Conventional / NSP 37 Rufus Mayfield Homes / Booker T Washington Lake Charles Louisiana LIHTC / Section 8 / RAD 46 Southland Apartments Tampa Florida PBV 48 Saint Francis Commons Scranton Scranton LIHTC 30 Saint Gabriel Apartments Pittston Scranton LIHTC 16 Marisol Apartments Tampa Florida NSP 25 Hunter Oaks Apartments Tampa Florida Section 8 24 Saint Michaels on the Hill Jessup Scranton LIHTC 31 Grace Manor Apartments Tampa Florida Section 8 19 Eco Oaks Tampa Florida LIHTC 18 Second Avenue Commons Pittsburgh Pittsburgh Conventional 44 Serenity Ridge Plum Pittsburgh LIHTC 62 Slope Hill Townhomes Mt Pleasant Pittsburgh LIHTC 24 Matthews Corner Tampa Florida Section 8 18 Spring Street Commons Newark New Jersey Conventional 84 Stanton - Highland Pittsburgh Pittsburgh Conventional 54 Stanton Avenue Pittsburgh Pittsburgh LIHTC 11 Stonebridge Senior Apartments State College State College LIHTC 58 Stonebridge Senior Apartments II State College State College LIHTC 50 Studio 333 Lafayette Louisiana LIHTC / Market / HOME 15 Winsome Tampa Florida Conventional / PBV 20 Surrey Hill Apartments Uniontown Pittsburgh LIHTC / Section 8 70 Susquehanna Homes Pittsburgh Pittsburgh LIHTC 40 Youngstown Apartments Tampa Florida Conventional 36 Greenwood Apartments Tampa Florida PBV 24 Lancaster Apartments West Palm Beach Florida Conventional 78 The Hitchner West Pittston Scranton LIHTC 18 The Mural Lofts City of Orange State College Conventional 103 The Residences at Wood Street Pittsburgh Pittsburgh Conventional / Section 8 258 The Roosevelt Building Pittsburgh Pittsburgh Conventional / Section 8 191 The Vibe Bound Brook New Jersey Conventional 28 Thomas Campbell Apartments Washington Pittsburgh HUD/Section 8 136 Thomas Campbell North Apartments Washington Pittsburgh HUD/Section 8 75 Timberlane West Point Mississippi LIHTC 52 Sunset Place Apartments West Palm Beach Florida Market With Bond/ Conventional 191 The Charmer West Palm Beach Florida Conventional 39 f-,.4-r Uniontown Pittsburgh LIHTC 36 Uniontown Family Homes Uniontown Pittsburgh LIHTC 30 Uptown Lofts Lafayette Louisiana LIHTC 73 Valley Park II Jackson Mississippi LIHTC Valley View Estates New Wilmington Pittsburgh Conventional 14 Verona Estates Verona Mississippi LIHTC 36 Village of Brierwood Somerset Pittsburgh LIHTC 11 Village of Brierwood II Somerset Pittsburgh LIHTC 20 Village of Brierwood III Somerset Pittsburgh LIHTC 20 Village of Brierwood IV Somerset Pittsburgh LIHTC 20 Villages of Lake Charles Lake Charles Louisiana LIHTC / PBV 119 Waupelani Heights State College State College LIHTC 35 Westlake Ferriday Louisiana LIHTC 40 White Swan Uniontown Pittsburgh LIHTC / Section 8 47 Willow Creek Baton Rouge Louisiana LIHTC / PBV / PHA 42 Willow Haven Rental Homes Pittsburgh Pittsburgh Conventional 86 Palm Place Apartments Winter Haven Florida LIHTC/Sec 8 90 Winter Hill Apartments Falls Church Pittsburgh Conventional 83 Woodlands of Washington Affordable Washington Pittsburgh Section 8 50 Woodlawn Pontotoc Mississippi LIHTC 52 Woodruff Manor Aberdeen Mississippi LIHTC 48 Yorkshire Village Apartments State College State College LIHTC 41 Casa San Alfonso Zolfo Springs Florida HOME 21 9859 Table of Contents CoverLetter...........................................................................................................1 ii. Exhibit 2 — Development Summary..................................................................... 4 iii. Exhibit 3 — Development Timeline....................................................................... 9 Iv. Exhibit 4 — Financing Summary..........................................................................11 V. Exhibit 5 — Operating Proforma.........................................................................12 vl. Exhibit 6 — Site Control.......................................................................................13 vli. Exhibit 7 — Zoning Verification...........................................................................14 viii. Exhibit 8 — Project Selection Criteria.................................................................15 Cover Letter August 8, 2023 Collier County Government c/o Community and Human Services Division Director, Kristi Sonntag 3339 East Tamiami Trail, Building H, Suite 213 Naples, FL 34112 Re: Development Summary: Ekos at Golden Gate— Application for LGAO Funding Commitment Dear Ms. Sonntag: McDowell Housing Partners ("MHP") is pleased to present the submission of Ekos at Golden Gate for the Collier County Local Government Area of Opportunity Funding commitment for Florida Housing Finance Corporation RFA 2023-201. Ekos at Golden Gate provides the County with the absolute highest probability of being funded under coveted 9% housing credits in 2024. We feel confident that 2023 is set-up to be our year. A total often applications will be selected for funding under RFA 2023-201. FHFC has continued to implement substantial preferences to fund applications that qualify for the Local Government Area of Opportunity regardless of whether the Application also demonstrates prior support. Additionally, FHFC has substantial preference for qualified Medium County Family Applications that qualify for Geographic Areas of Opportunity/ HUD -designated SADDA Goal. Any potential applicant that does not qualify for the GAO/SADDA goal will limit the county's chances of receiving an award to only two goals of the ten total goals in in RFA 2023-201 In light of these parameters, Ekos at Golden Gate confidently meets five of the ten goals, positioning it as a strong contender for the forthcoming award. Ekos at Golden Gate qualifying for five of ten goals provides a distinct advantage over any other potential application that may be presented to Collier County. I I MCDOWELL HOUSING PARTNERS nw AfjiUnle.J.ifrpo h Pr PeM. Ekos at Golden Gate fits perfectly into the Collier County — Rural Golden Gate Estates Future Land Use Map as the location of the development falls within the Estates Shopping Center Subdistrict and the Residential Estate subdistrict. As such, Ekos at Golden Gate will provide a rental community that recognizes the demand for housing that caters to the workforce employed in the commercial hub. Ekos at Golden Gate is located on a premium 7.48-acre site at the intersection of Golden Gate Blvd W and 1st St SW, on the main commercial artery within the area (as illustrated in the location map below). The site's strategic positioning places it within walking distance of a grocery store, pharmacy, convenience store, and an array of retail establishments. Transportation accessibility is equally convenient with the site's proximity to Collier County Transit Bus Routes 19 & 22 — at a mere quarter mile away. This allows residents seamless access to public transportation options thus facilitating countywide commuting. The 7.48-acre site allows the Development Team to lay out very efficient site plan with plenty of room for stormwater retention, any required preservation, parking, and a host of amenities. The efficient design along with a favorable purchase price affords the luxury of optimizing unit construction within the boundaries of zoning and land use regulation, as well as leveraging the benefits afforded by Senate Bill 102. The development program consists of four 24-unit Concrete Garden Style Buildings for a total of 96 apartments. Anchoring this community are the clubhouse and pool with ample surface parking throughout. The development will serve a family demographic at low and extremely low-income levels throughout Collier County. Sixteen (16) units will be set -aside at Extremely Low -Income (ELI) income levels, defined as 30% of the Area Median Income. For perspective, this translates to $494 monthly rent for one -bedroom units, $596 for two -bedroom units and $686 for three - bedroom units. The full development program encompasses 42 one-bedroom/one-bath, 39 two- bedroom/two full baths and 15 three-bedroom/two-bath units. The dwelling units will all feature solid surface countertops; plywood cabinets (not particle board); luxury vinyl tile flooring; full-size energy star appliances including range, refrigerator microwave, garbage disposal and dishwasher. All units will provide side -by -side washer and dryers. The development team is committed to going above and beyond FHFC's requirement to secure a green EKOS AT GOLDEN GATE - AUGUST 2023 2 building certification. Ekos at Golden Gate will pursue a silver or gold level certification under ICC 700-2020 National Green Building Standard (NGBS) system. To ensure such efficiency level we will implement low -flow plumbing fixtures, SEER 15 HVAC systems, high efficiency (low-e or insulated) impact windows, Energy -Star qualified water heaters, and LED lighting throughout the facility at a minimum. Ample greenspace and parklands can be accommodated due to the sizeable development site. Our site design includes a large -heated pool, fully equipped fitness center, media center and computer lab within a multipurpose community room with kitchenette and game tables. To ensure our residents safety the site will be monitored by a wi-fi security camera system with 100% coverage of the facility, hurricane impact windows, and a generator. The experience Development Team has performed a high-level of due diligence that will ensure that Ekos at Golden Gate's desperately needed affordable family units can be delivered quickly and within an attractive product. The development of Ekos at Golden Gate is a top priority for McDowell Housing Partners. We truly appreciate the opportunity to partner with Collier County on this exceptional Development. Sincerely, Christopher Shear Chief Operating Officer McDowell Housing Partners EKOS AT GOLDEN GATE - AUGUST 2023 3 Exhibit 2 — Development Summary Area Map - With Points of Interest Geographic Area of Opportunity Map 2023 Areasof0pportunity: Census Tract 104.26 GEOID 12021010426 '^ Census Tract Census Tract 104.26 m County Collier y � N $ 3 m 3 Zoom to ••• Small Area Difficult Development Area Map 2023_Small_DDAs: Naples-Immokalee- Marco Island, FL MSA i^ Zip Code 34117 --Jim M', -, --- -. _ Tabulation Areas Metro Area Name Naples-Immokalee-Marco y w Island, FL MSA m n n � Zoom to ••• EKOS AT GOLDEN GATE - AUGUST 2023 4 Z W Q ❑ a. ` fn ^- W � U L q n } (a I � N Q OLaLO UJNw C < CLjj O W H IL z)u) C. M M N w (NND N04CNJ II II II II II 7 Z n � Z OL n � U'Y v) o vi Y o 0 o U)U �.00 w' 000 x x 3 a_ x x x 0 01 C MQ C: :-(OCON"0 vi 0) M m Co . . . 3 r c '� w N O 61m5 U) Z�NM � x 0o m 'an18 31VE) N30100 C. y II II II c c 1= Cl Q Q Y000 w 0' O . O Q N N N a d x x x 3 (D CN (ON c U ,B 0) U) U U U O ~ -0-0 ? N M 3 0 O W Z� Q ti Z J y W aoo LU mo _.0 N oLL W 3 oz V Yo W � O w tom/! _ U A 0 0 0 o w �� Z j (D C14 0 X _0 70 f0 Name of Development Location of Development, by street address, or if no address, by mileage from nearest cross streets. Developer/ Location (name of controlling company, not of LP or LLC). Ekos at Golden Gate Southside of Golden Gate Blvd W., Southeast of the intersection of Golden Gate Blvd. W and 1" ST SW, Unincorporated Collier County. McDowell Housing Partners, LLC 777 Brickell Ave, Suite 1300, Miami, FL 33131 Contact person for application, including name, email, and phone numbers Bill Zunamon, bzunamon@mcdhousing.com, (786) 584-2486 New Construction or Rehabilitation New Construction Development Construction Type Garden, Mid -Rise, High -Rise, Other (explain) Garden Style Family, Elderly, or other Family Concrete or Wood Concrete Number of Buildings Four (4) Number of Stories Per Building Three (3) Number of Units Number of Bedrooms by unit size 96 Units consisting of 42 1BR/1BA (700 SF) and 39 2BR/2BA (950 SF), 15 3BR/2BA (1,150 SF) Total Development Cost $3Z59Z357 Cost per unit $339,504 Land Cost $3,050,000 Hard Rehab Cost or Construction Cost $17,786,250 General Contractor MHP_Hennessy Construction, LLC Set Aside Period (perpetuity minimum) 99 Years Set Aside Levels (number of units at each AMI level) AM 15.6% at 30% AMI; 9.4% at 50% AMI, 46.9% at 60% AM and 28.1% at 80% Set Aside Special Needs (Homeless/By Name List) 10% Current Zoning (PROJECT THRESHOLD CRITERIA) C-3 Commercial (Using Live Local) See attached zoning form Evidence of Site Control (PROJECT THRESHOLD CRITERIA) Purchase and Sale Agreement Geographic Area of Opportunity (Yes or No) Yes Public Transportation Utilized for FHFC Proximity Scoring, Location, Type of Transportation, and Distance Collier County bus system; EKOS AT GOLDEN GATE — AUGUST 2023 kb" My 'fir.. y`• Y 1 _ w r'k Unit Plans 1,c , Bedroom �I � II'lllrllri9� I�6dllllllllrq (� a 2BM—. EKOS AT GOLDEN GATE — AUGUST 2023 7 Interior Finishes soo.w ft*m. %i rr Yw,f 4.J i .l • .. ►mo wwwo wwper - INTERK)R FINISHES bpyOr,cf Gcrdcns &xto l 000UWV kOMOA EKOS AT GOLDEN GATE - AUGUST 2023 8 Exhibit 3 — Development Timeline and Ability to Proceed Given the enormous need for affordable family housing within Collier County the Development Team has taken the initiative to perform a high-level of upfront due diligence in order to deliver the apartment units as quickly as possible. We've commenced the architecture and engineering process with the design team. The design team includes architect Fugleberg Koch and Davidson Engineering as the civil engineer, both who have a long and successful track record in Collier County. The applicant and/or our agents have discussed with various County disciplines including zoning and planning to get ahead of any issues such that we can move quickly through the development process once awarded funding. EKOS AT GOLDEN GATE - AUGUST 2023 C7 z to 06 rn 1U O cc O O LU • ~ U m w W a W • Q W w m Z a tY O a O 0 Z F- O} Z O Z 0 IX w 0 z O a J Z W °� to Q W to to w OU Q; H W> to N O U O Z Q z U w 0 • O O J 00) O a 2 0 U w a LL w • Z w C'3 U Z • O LLIJ W o� 0 J O . H Z a> cn m N o2i Wcc• H � J u a t= Q� o�C O Z w t~!1 d Z Q w W J a W o~C Z ZO Q z 0� m w J a D UQ 11 J 0 J~ LL W H U g a Z CL g Q g o °p Lu w 2 m tl (5 p H U O W Z O' — s\ to 0 U N O w w Z Z p U O O H O ~ z = H W L p CO J O ~ a 2 > to m O to at (n O a w 0 O tn m Q cn Lu w Z a w 0 oc z U Z Qzc��aw-i =) 0- LL WLLI a W a a O o o a Z a g�-: Q a ' 0� w w 2 m m (J 0 W oO U O� w Z O' d to 0 U to 0 w w Z 2 LL 0 CO z LL LL W m LL N p w O 2 �W at O W Z O W O 0 M Z to Lu a x F tnam LU Nm - m W OC W Z C'3 MH Q } Q m z w O J 0 0 0 tY a W > J a N m LLI m cm, w� O N m LL Q Q ,� oc a Z w U oc 0 Z LI) O U J U Z Z LL ur UZ_ _� LL O3., H tY ZW O0 om�p Z LO N Z 0 =) Z = O Q a M >- Z O C7 Q to Z Lu LL W a O W LL J CL = tl Q Z U H N W Z Lu °C m Q O Z • z a J LU W 0LU ~ a O' to 2 Q Lu OU p C'3 O 0 3 Z w U> ~Q N m 0 a Q 0 0~ 0~ D U at cc z Z z z O H a a W a W z 0 LU O O Q w m W LU (n to J U O U j oC O Z O U Z w 0 w 0 J O m 0 Q= 0= 0 0 0 • • . . . W O Z a w a z O w _ w 0 0 0 W Lu 0 W 11 � a W J O W p Z z O m a Lu W LL J J Z tWn Q g z U 1= c W 2 Z W W= d W m t1 W H m tl Q d • • • Exhibit 4 — Financing Summary Detailed financial projections are enclosed for review. In addition, the Development Team has provided debt and tax credit equity commitments to round out the sources of funding needed to successfully execute this transaction. EKOS AT GOLDEN GATE - AUGUST 2023 Jin YN LL Ix JwV Wzo E a��vn o me Ma n°o>vn � o N+ v Ll N N N omm N N = \° ��C 2 O-Z0 -IT — T 7 yy " M M 0 E 2 0 3 z � o U m t - d d d www � 333 c `O o E o 0 o oo� e 000 0 O O Y SSG O A �U E 0000� � 4 m LL J LL a iO c W �N`ui � 2 V Pmmn�n a W O O O M O_ 0 0 n 2 0 0 0 0 9 0 0 2 9 r Nv V Oi ui aiOo C4 aCa K"O,,I C cq N O aD N V tD -Im ap Q V rNiN ' N V NNN�N�m � C n � oV O (n4 M N d M N C6 N M V M V Nd O N aD 'L r .. drnrno °D mo�nmN"Do r d 2 J Y f r u O o O NON N O O) u E 0 0 0 0 0 0 0 0 0 0 0 0 a c � n u � _ N O d C � N N N N N N N N - o: c K o o 2 c li L m m w W m 0 0 0 "I. O O N 0 N N as O �M C4. O> O ' 0000000 N NN aD tD V - N N O N N N a D V N N a 0 T O t+! N O n 0 r w u d N N OI N NN N C E w o p c WN� cE _ C n 0 oho. i._amiyn 2 < u wofEof c > U - U o 0 0 0 0 0 0 0 0 O O O O � o E9 E9 T � E o LL N _d Q m Z � � d R U C � Y � V oo o l4 �p u a v W U ° oicimaoyw� Ekes at Golden Gate - Naples, FL - Family Sources & Uses McDOWELL H... - PARTNERS An AJJ1/rale ofMCDowell Prape Sources Constructlon Total Phase Per Unit % Hard Debt Construction Loan 20,400,000 212,500 57.87% Permanent Loan - - 0.00% Soft Debt SAIL 0.00% ELI - - 0.00% Equity LIHTC Equity 14,392,657 149,924 40.83% Deferred Developer Fee - - 0.00% NOI Dudn Construction 0.00% Total Sourose 36,262,657 367,215 100% Uses Construction Pse ha Total Par UnR % Hard Costs Building Costs 15,601,974 162,521 49.5% GC Contingency 0.0% GC General Requirements 936,118 9,751 3.0% GC Overhead 312,039 3,250 1.0% GC Profit 936,118 9,751 3.0% FF&E 300:000 3,125 1.0% Recreational Items 5,000 52 0.0% Hard Costs Total 18,091,260 188,451 57.4% Hard Cost Contingency 5.0% 889,313 9,264 2.8% Hard Costs Total 18,980,563 197,714 60.3% Financing Coats Interest First Construction Loan Interest 1,069,106 11,137 3.4% Second Loan Interest Expensa 0.0% Third Loan Interest Evense 0.0% Pre -Development Loan Interest - - 0.0% Negative Arbitrage 0.0% Interest Total 1,069,106 11,137 3.4% IHTC State Agency Administrative/Reservation Fees 9.00% 192,780 2,008 0.6% Stale Application Fees 3,000 31 0.0% State Compliance Fee 225,000 2,344 Stale Extension Fees 0.0% Credit Underwriting Fee 25,000 260 0.1 Syndication Fees/Investor Legal & DO 40,000 417 0.1% Total LIHTC 485,780 5,060 1.5% Financing Costs Total 1,554,886 16,197 4.9% Construction Period Costs Accounting Services 35,000 365 0.1% Construction Loan Origination Fee 153,000 1,594 0.5% Construction Loan Closing Costs 15,000 156 0.0% Construction Lender - Legal 50,000 521 0.2% Lenderllnvestor Inspection Fees 16 Months 58,368 608 0.2% Agency Inspection Fees 0.0% Permanent Agency Lenders Fee- Freddie/Fannie 63,200 658 0.2% BUilder's Risk & GL Contt. Insurance 183,397 1.910 0.6% Property Taxes during Construction 0.0% Printing, Shipping, and Travel 10,000 104 0.0% Total Construction Period Costs 587,965 5,916 1.8% Permanent Period Coats Permanent Loan Origination Fee 96,000 1,000 0.3% Permanent Loan Closing Casts 25,000 260 0.1 Permanent Lender- Legal 75,000 781 0.2% Total Permanent Period Costs 196,000 2,042 0.6% Operations Insurance- Property/Liability (Escrowed) 12 Months 240,000 2.500 0.8% Property Taxes (Escraved) 8 Months 57,600 600 0.2% Marketing & Lease -up Cost 750 /Unit 72,000 750 0.2% Total Operations 389,800 3,850 1.2% Soft Costs Architecture Architect's Design Fee 300,000 3,125 1.0% Architects Fee- Contt. Supervision 60,000 625 0.2% Landscape Design 24,000 250 0.1% Interior Design 20,000 208 0.1 Specially Design Services 0.0% Total Architecture 404,000 4,208 1.3% Engineering Civil (Inc. Const. Supervision) 150,000 1,563 0.5% Planning, Zoning & Entitlement 0.0% Surveying and Platting (Not in Civil) 35,500 370 0.1 Dry Utility Design 3,500 36 0.0% Construction Material Testing 150,000 1,563 0.5% Soils Testing & Inspection 0.0% Green Building Cent. &Inspections 27,100 282 0.1% Non -Muni Utility Connection Fees & Deposits 250 Nn8 48,000 500 0.2% Environmental - Other 0.0% Total Engineering 414,100 4,314 1.3% Bullidng Permit & Impact Fees Building and Permit Fees 1,396 /Unit 134,016 1,396 0.4% Improvement Band Cost 0.0% Impact Fees 9000/Unit 864,000 9,000 2.7% Water/Sewer Tap & Connection Fees 4 000 /Unit 384,000 4,000 1.2% Total Bullidng Permit & Impact Fees 1,382,016 14,396 4.4% Reports & Studies Appraisal 0.0% Environmental Reports (Phase 1/11, NEPA) 15,000 156 0.0% Market Study 7,500 78 0.0% Physical Needs Assessment (Rehab) 0.0% Plan and Cost Report 5,300 55 0.0% Soil/Geotech Report 10,165 106 0.0% Traffic Study 9,550 99 0.0% Utility Allowance (Energy Consumption Study) 5,200 54 0.0% Reports and Studies - Other 0.0% Total Reports & Studies 52,715 649 0.2% legal Legal - Land Use 50,000 521 0.2% Legal Fees- Partnership & Organ¢ational 178,500 1,859 0.6% Legal Fees - Other 0.0% Tale Insurance & Recording Fees. Doc Stamps 140,000 1,458 0.4% Total Legal 368,500 3,839 1.2% Developer as & Overhead Developer's Admin. & Overhead 16.00% 4,028,797 41,967 12.8% Total Developer Fee & Overhead 4,028,797 41,967 12.8% Soft Cost Contingency 5.00% 131,067 1,385 0.4% Soft Costs Total 8,781,195 70,637 21.5% Land Land, To be Acquired 3,050,000 31,771 9.7% Total land 3,050,000 31,771 9.7% Reserves Operating Deficit Reserve 3 Months - - 0.0% Total Reserves 0.0% Total Project Cost 31,500,208 1 328 127 100% Financin Gap sur lust short 3,752,448 Permanent Phase Total Per Unit % 0.00% 9,600,000 100,000 29.45% 0.00% - - 0.00% 20,560,938 214,176 63.09% 1,971,401 20,535 6.05% 0.00% 32,592,339 339,504 100% Permanent Phase Total Per Unit % 15,601,974 162,521 47.9% 0.0% 936,118 9,751 2.9% 312,039 3,250 1.0% 936,118 9,751 2.9% 300,000 3,125 0.9% 5,000 52 0.0% 18,091,260 198,451 66.6% 889,313 9,264 2.7% 18,980,563 197,714 58.2% 1,827,678 19,038 5.6% 0.0% 0.0% 0.0% 0.% 1,827,678 19,038 5.6% 192,780 2,008 0.6% 3,000 31 0.0% 225,000 2,344 0.7% 0.0% 25,000 260 0.1% 40,000 417 0.1% 485,780 5,060 1.6% 2,313,468 24,099 7.1% 35,000 365 0.1% 153,000 1,594 0.5% 15,000 156 0.0% 50,000 521 0.2% 58,368 608 0.2% 0.0% 63,200 658 0.2% 183:397 1,910 0.6% 0.0% 10,000 104 0.0% 567,965 5,916 1.7% 96,000 1,000 0.3% 25,000 260 0.1% 75,000 781 0.2% 196,000 2,042 0.6% 240,000 2.500 0.7% 57,600 600 0.2% 72,000 750 02 369,600 3,850 1.1% 300,000 3,125 0.9% 60,000 625 0.2% 24,000 250 0.1% 20,000 208 0.1 0.0% 404,000 4,208 1.2% 150,000 1,563 0.5% 0.0 35,500 370 0.1 3,500 36 0.0% 150,000 1,563 0.5% 0.0% 27,100 282 0.1% 48,000 500 0.1 % 0.0% 414,100 4,314 1.3% 134,016 1,396 0.4% 0.0% 864,000 9,000 2.7% 384,000 4,000 1.2% 1,382,016 14,396 4.2% 0.0% 15,000 156 0.0% 7,500 78 0.0% 0.0% 5,300 55 0.0% 10,165 106 0.0% 9,550 99 0.0% 5,200 54 0.0% 0.0% 52,716 549 0.2% 50,000 521 0.2% 178,500 1,859 0.5% 0.0% 140,000 1,458 0.4% 368,500 3,839 1.1% 4,028,797 41,967 12.4% 4,028,797 41,967 12.4% 131,067 1,365 0.4% 6,781,195 70,637 20.8% 3050000 31,771 9.4% 3:060:000 31,771 9.4% 333,559 3,475 1.0% 333,559 3,475 1.0% 32,592,339 1339 504 100% Developer Fee % Paid Dev. Fees @ Stabilization 2,057,311 51 DDF 1,971,401 0 Total Develops Fee 4,028,797 16% Exhibit 5 — Operating Proforma A fifteen -year operating pro forma is enclosed for review. The Development Team has employed conservative underwriting measures to ensure that the development can withstand fluctuations in the capital markets and operating expenses. EKOS AT GOLDEN GATE - AUGUST 2023 12 Rm �m �m „� fin, � �� eme ...... �M S A IS ESA -M ' _N <� 99 SURg 7 1.2 <fl� —2. 888 3'� 8& 88' 8 0 C ml� w u a€: o q i m o w 9• m, m a`ci@ow�a��aaa=s� % cE E Q e W a NG Oaa �,oo OJ u ,t 3=c $ww�° yy Exhibit 6 — Site Control The copy of the Purchase and Sale Agreement, in the name of the single purpose entity that will be applying under RFA 2023-201 is enclosed for your review. EKOS AT GOLDEN GATE - AUGUST 2023 13 DocuSign Envelope ID: 4F3E4F52-CE9C-43FE-9877-E61B4CE5694B PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this "Agreement") dated August 10, 2023 (the "Effective Date") is made by and between Michael A. Corder, an individual ("MCorder") and Lauren K. Corder, an individual ("LCorder" and, together with MCorder, collectively the "Seller"), and MHP ACQUISITIONS, LLC, a Delaware limited liability company, and/or its assigns ("Bum"). RECITALS: A. Seller is the owner and holder of certain real property comprised of approximately 7.48 acres of land located at Golden Gate Blvd W and Wilson Blvd., Collier County, Florida 34117 (Parcel Id's #37169440008, #37169480000, and #37169560108) as more particularly described on the Exhibit "A" attached hereto ("Property"); and B. Buyer desires to purchase the Property from Seller, and Seller desires to sell the Property to Buyer, pursuant to the terms and conditions set forth herein. NOW, THEREFORE, for good and valuable consideration, and the mutual covenants set forth in this Agreement, Seller and Buyer hereby agree as follows: Purchase and Sale. Seller agrees to sell and convey the Property to Buyer, and Buyer agrees to purchase the Property from Seller. The Property includes all of Seller's right, title and interest in and to (i) all easements, rights of way, privileges, licenses, appurtenances and any other rights, privileges and benefits belonging to the owner of, running with title to, or in any way related to, the Property; (ii) all land use or other consents, authorizations, variances, waivers, licenses, permits, approvals, development orders, or any other entitlements issued or granted by or from any governmental authority with respect to the Property, to the extent assignable without the consent of the granting authority; (iii) all percolation, soil, topographical, traffic, engineering and environmental reports or studies in the possession or control of the Seller, and all riparian, littoral rights, title to submerged lands and other water rights related to or benefiting the Property; (iv) all utility mains, service laterals, hydrants, connections, hook-ups and valves located on, or adjacent to, and servicing or available to service the Property; and (v) any and all other agreements, contracts, covenants, variances and rights, benefits and privileges related to or benefiting the Property. 2. Purchase Price. The purchase price for the Property ("Purchase Price") is Three Million Fifty Thousand and No/100 Dollars ($3,050,000.00), subject to the credits, prorations, and adjustments set forth herein. The Purchase Price is payable as follows: a. First Deposit. Within two (2) business days of execution of this Agreement, Buyer will deliver to Nelson Mullins Riley & Scarborough LLP, as escrow agent ("Escrow Agent"), the sum of Seventy -Five Thousand and NO/100 Dollars ($75,000.00) by wire transfer of immediately available funds (the "First Deposit"). The Deposit shall be held by Escrow Agent in a non -interest -bearing account, to be disbursed only in accordance with the terms of this Agreement. Except as otherwise set forth DocuSign Envelope ID: 4F3E4F52-CE9C-43FE-9877-E61B4CE5694B herein, the First Deposit shall become non-refundable at the expiration of the Due Diligence Period (as herein defined). b. Second Deposit. Within three (3) days following the expiration of the Due Diligence Period, Buyer will deliver to Escrow Agent the sum of Fifty Thousand Dollars ($50,000.00) by wire transfer of immediately available funds (the "Second Deposit"). The Second Deposit may be held by Escrow Agent in the same non - interest -bearing account as the First Deposit. The Second Deposit will be applied to the Purchase Price at Closing and, except as otherwise set forth herein, shall become non-refundable upon deposit into escrow. C. Third Deposit. Within thirty-two (32) days following the expiration of the Due Diligence Period, Buyer will deliver to Escrow Agent the sum of Fifty Thousand and NO/100 Dollars ($50,000.00) by wire transfer of immediately available funds (the "Third Deposit"). The Third Deposit may be held by Escrow Agent in the same non -interest -bearing account as the First Deposit and the Second Deposit. The Third Deposit will be applied to the Purchase Price at Closing and, except as otherwise set forth herein, shall become non-refundable upon deposit into escrow. d. Intentionally Deleted. e. Deposit. The First Deposit, the Second Deposit, and the Third Deposit, to the extent delivered to the Escrow Agent, are sometimes collectively referred to as the "Deposit". Notwithstanding anything in this Agreement to the contrary, the Deposit will be refundable to Buyer in the event that (i) Seller defaults under the terms of this Agreement; (ii) one or more of the Closing Conditions in favor of the Buyer set forth in Section 8 have not been satisfied; or (iii) as otherwise specifically provided in this Agreement. f. Balance. The Deposit will be applied to the Purchase Price at Closing, and Buyer will pay to Seller the balance of the Purchase Price, subject to credits, adjustments and prorations as herein provided, by cash or confirmed wire transfer. g. Escrow Agent. The Escrow Agent shall promptly give Seller written notice of receipt of each Deposit. Escrow Agent will have no responsibility in case of failure or suspension of business of the institution holding the Deposit. 3. Intentionally Deleted. 4. Title Insurance/Survey. a. Title. Within ten (10) business days following the Effective Date, Seller will deliver to Buyer a copy of Seller's title insurance policy insuring Seller's fee simple title to the Property, if available. Prior to forty-five (45) days after the Effective Date, Buyer, at Buyer's expense, will obtain an owner's title insurance commitment (the "Title Commitment") from Fidelity National Title or First American Title Insurance Company (the "Title Company") through Nelson Mullins Riley & Scarborough LLP as title agent ("Title Agent"). Marketable title will be determined DocuSign Envelope ID: 4F3E4F52-CE9C-43FE-9877-E61B4CE5694B according to the Title Standards adopted by authority of The Florida Bar and in accordance with Florida law. The Title Commitment shall be accompanied by true, complete and legible copies of all documents creating or evidencing any exception to title noted in the Title Commitment. The Title Commitment shall evidence the requirements subject to which Title Company will insure in Buyer good and marketable record fee simple title to the Property, free and clear of all liens, encumbrances, exceptions or qualifications to title whatsoever except for the Permitted Exceptions, as such term is hereinafter defined. b. Survey. Within ten (10) business days following the Effective Date, Seller will deliver to Buyer a copy of Seller's existing survey, prepared by a Florida licensed surveyor, of the Property, if available. Prior to sixty (60) days after the Effective Date, Buyer may obtain, at its sole cost and expense, an ALTA/ACSM survey identifying (i) total acreage, (ii) any areas within a flood zone, (iii) any easements, rights of way or other encroachments, and, (iv) following delivery of the Title Commitment to the surveyor, all of the plottable exceptions to the Title Commitment (the "Survey"). C. Title Objections. Prior to forty-five (45) days after the Effective Date, Buyer will have the right to examine the condition of Seller's title to the Property (the "Title Review Period"). If the Title Commitment reflects that title to the Property is subject to any exceptions unacceptable to Buyer (the "Title Objections"), Buyer will notify Seller in writing prior to the expiration of the Title Review Period of any defects. Any exceptions listed in the Title Commitment to which Buyer has not timely objected will be deemed to be "Permitted Exceptions." If Buyer gives a Title Objection to Seller within the Title Review Period, then on or before ten (10) days after receipt of the Title Objection ("Title Response Deadline"), Seller may, in Seller's sole discretion, give Buyer notice of those Title Objections, if any, that Seller is willing to seek to cure ("Title Response Notice"), in which case, Seller shall have twenty (20) days in which to cure such Title Objections ("Title Objection Cure Period"). If Seller fails to deliver a Title Response Notice by the Title Response Deadline, Seller shall be deemed to have elected not to cure or otherwise resolve any matter set forth in the Title Objection. If Seller is not successful in correcting or removing the Title Objections within the Title Objection Cure Period, or Seller has elected not to cure the Title Objections, Buyer will have the option of (i) accepting the title in its existing condition, or (ii) terminating this Agreement by sending written notice of termination to Seller and Escrow Agent within ten (10) Business Days following the later of (Y) the expiration of the Title Objection Cure Period or (Z) Seller's delivery of the Title Response Notice to Buyer. In the event that Buyer elects to terminate this Agreement, notwithstanding anything in Section 2 to the contrary, Escrow Agent will return the Deposit to Buyer, and thereafter, neither Buyer nor Seller will have any further liabilities or obligations hereunder except with respect to those obligations which expressly survive termination. If Buyer fails to give notice to terminate this Agreement pursuant to this Section 4(c), Buyer shall be deemed to have elected to approve and irrevocably waived any objections to matters covered by the Title Commitment, except as provided in Section 4(e) hereof. DocuSign Envelope ID: 4F3E4F52-CE9C-43FE-9877-E61B4CE5694B d. Survey Objections. Prior to sixty (60) days after the Effective Date, Buyer will have the right to examine the Survey (the "Survey Review Period'). If the Survey reflects any survey matters unacceptable to Buyer (the "Survey Objections"), Buyer will notify Seller in writing prior to the expiration of the Survey Review Period of any defects. Any matters listed on the Survey to which Buyer has not timely objected will be deemed to be "Permitted Exceptions." If Buyer gives a Survey Objection to Seller within the Survey Review Period, then on or before ten (10) days after receipt of the Survey Objection ("Survey Response Deadline"), Seller may, in Seller's sole discretion, give Buyer notice of those Survey Objections, if any, that Seller is willing to seek to cure ("Survey Response Notice"), in which case, Seller shall have twenty (20) days in which to cure such Survey Objections ("Survey Objection Cure Period"). If Seller fails to deliver a Survey Response Notice by the Survey Response Deadline, Seller shall be deemed to have elected not to cure or otherwise resolve any matter set forth in the Survey Objection. If Seller is not successful in correcting or removing the Survey Objections within the Survey Objection Cure Period, or Seller has elected not to cure the Survey Objections, Buyer will have the option of (i) accepting the Survey in its existing condition, or (ii) terminating this Agreement by sending written notice of termination to Seller and Escrow Agent within ten (10) Business Days following the later of (Y) the expiration of the Survey Objection Cure Period or (Z) Seller's delivery of the Survey Response Notice to Buyer. In the event that Buyer elects to terminate this Agreement, notwithstanding anything in Section 2 to the contrary, Escrow Agent will return the Deposit to Buyer, and thereafter, neither Buyer nor Seller will have any further liabilities or obligations hereunder except with respect to those obligations which expressly survive termination. If Buyer fails to give notice to terminate this Agreement pursuant to this Section 4(d), Buyer shall be deemed to have elected to approve and irrevocably waived any objections to matters covered by the Survey, except as provided in Section 4(e) hereof. e. Title and Survey Updates. Seller covenants and agrees that after the Effective Date it will not enter into or record any document or instrument, or enter into any lease or other agreement, affecting or burdening the Property, unless Buyer has consented in writing to the execution or recordation of such document, instrument, lease or agreement. If any updated endorsement to the Title Commitment or any update of the Survey reveals any exception or survey defect not reflected on the Title Commitment or the Survey not consented to by Buyer, then Seller, at Seller's sole cost and expense, will have such exception promptly deleted from the Title Commitment, or such survey defect removed or cured, and in any event prior to Closing. If Seller is not successful in removing the same within thirty (30) days from written notice from Buyer, Buyer will have the option of (i) allowing Seller additional time to cure such defects, (ii) accepting the title in its existing condition, or (iii) terminating this Agreement by sending written notice of termination to Seller and Escrow Agent within two (2) business days following said thirty (30) day period. In the event that Buyer elects to terminate this Agreement, notwithstanding anything in Section 2 to the contrary, Escrow Agent will return the Deposit to Buyer, and, thereafter, neither Buyer nor Seller will have any further liabilities or obligations hereunder except with respect to those obligations which DocuSign Envelope ID: 4F3E4F52-CE9C-43FE-9877-E61B4CE5694B expressly survive termination. Notwithstanding anything else to the contrary in this Agreement, in the event Seller fails to remove, prior to or at Closing, an exception revealed in the Title Commitment, or any update thereof (whether or not objected to by Buyer), in the form of. (1) a mortgage or other security interest entered into by Seller; (2) a lien or encumbrance of any kind or nature voluntarily created by Seller at any time on or after the date of this Agreement; or (3) a mechanic's or materialman's lien or a judgment docketed against the Property, in any case resulting from the non-payment by Seller of any sums due and owing or alleged to be due and owing by Seller to a contractor or materialman or otherwise voluntarily caused or created by Seller, then in addition to the return of the Deposit, Buyer will be entitled to recover from Seller all costs incurred by Buyer, including reasonable attorneys' fees and costs, in connection with satisfying said encumbrance. 5. Inspection. During a period commencing on the Effective Date and continuing until sixty (60) days after the Effective Date ("Due Diligence Period"), Buyer will have the right to determine in its absolute and sole discretion if the Intended Improvements are viable. If Buyer determines that the Intended Improvements are not viable, Buyer may, without liability to Seller, terminate this Agreement by written notice, delivered before expiration of the Due Diligence Period, to Seller and Escrow Agent, following which Escrow Agent will disburse the escrowed Deposit in accordance with the provisions of Section 2 of this Agreement within five (5) calendar days following termination, without further authorization of the Buyer, and both parties will be released from all further obligations or liability under this Agreement, except for those obligations which expressly survive termination. For purposes of this Agreement, the term "Intended Improvements" shall mean a multifamily residential project together with related amenities and accessory uses, which includes allowable density for a number of dwelling units in an amount sufficient for Buyer, in Buyer's sole discretion. a. Access and Deliverables. So long as this Agreement remains in effect, Seller hereby grants to Buyer and its agents, employees, contractors and representatives, a right of entry upon every portion of the Property, and a right to examine all records, documents, data or information of any kind or nature relating to or concerning the Property in the possession or under the control of Seller or other matters pertaining to the Property (and Seller hereby agrees to make any and all records, documents, data or information of any kind or nature relating to or concerning the Property in the possession or under the control of Seller available to Buyer) from time to time at all reasonable times for the purpose of making surveys, engineering studies, drainage studies, appraisals, zoning and land use studies, impact studies, surface and subsurface explorations, tests, excavations, borings and such other investigations, inspections, assessments or reports as Buyer, in its sole and absolute discretion, may elect to make. Seller will deliver to Buyer, within ten (10) days after the Effective Date, copies of any and all surveys (in CADD format, if available), site plans or layouts, engineering, environmental, soil, wetlands determinations, zoning, land use, appraisal and feasibility studies, reports and assessments, concurrency evaluations, any plans and specifications for the Property approved by the local building department having jurisdiction over the Property, which Seller has in its possession or control (collectively, "Plans and Specs"), and DocuSign Envelope ID: 4F3E4F52-CE9C-43FE-9877-E61B4CE5694B any correspondence concerning any such topics that Seller has in its possession or control, and all other governmental orders, approvals, exemptions, waivers, permits, licenses, special exceptions or variances relating to the Property or any proposed use thereof which are in Seller's possession or control. Seller will also deliver to Buyer, within ten (10) days after the Effective Date, Seller's copies, if any, of all leases, service contracts, operating agreements, management agreements and warranties relating to or concerning the Property. The deliveries of Plans and Specs and other materials, data or information may be in electronic form. If Buyer terminates this Agreement prior to Closing (as defined in Section 11), Buyer will provide Seller with copies of any wetland study/environmental report obtained by Buyer in connection with its investigation of the Property and the results of any engineering tests (i.e., soil borings) conducted by Buyer in connection with its investigation of the Property. b. Liability for Inspections; Seller Insurance. Buyer agrees to promptly pay when due the costs of all tests, investigations and examinations done with regard to the Property and will not permit any liens to attach to the Property by reason of the exercise of its rights of inspection hereunder. During the pendency of this Agreement, Seller shall maintain all insurance Seller was carrying on the Effective Date. 6. Government Approvals. As fee simple title holder, Seller agrees to be the applicant on, or to join in, any and all applications, permits, consents, zoning, land use, concurrency, platting and other permitting, etc., that may be reasonably required to be filed in connection with the Buyer's pursuit of approvals for the Intended Improvements from authorities having jurisdiction over the Property (collectively, "Government Approvals"). If Closing (as defined in Section 11) does not occur, Buyer agrees to take such actions as are reasonably necessary to terminate Buyer's pursuit of any Government Approvals and Seller agrees to cooperate with Buyer's termination of such pursuit. Seller will cooperate with Buyer in performing its due diligence with respect to the Property and in seeking any and all consents, permits or approvals regarding the Property as Buyer may request, and Seller will promptly join in all applications for building permits, certificates or other agreements, and permits for sewer, water, or other utility services, other instruments or other permits or approvals, the granting of or entry into which, by any governmental or quasi -governmental authority having jurisdiction over the Property, is, in Buyer's sole opinion, necessary to permit the development, construction, use or occupancy of the Intended Improvements. In the event Buyer determines that Seller has failed to cooperate with Buyer with respect to Buyer's due diligence regarding the Property or in seeking the Governmental Approvals, Buyer shall provide written notice to Seller of such default. In such event, Seller shall have twenty (20) days to remedy or cure such default, or such longer time not to exceed sixty (60) days provided that Seller has commenced action to cure such default within said twenty (20) day period. Should Seller fail to cure said default within the time provided, Buyer will have the right to terminate the Agreement. In the event Buyer elects to terminate this Agreement as contemplated in this Section 6, the Deposit and all interest earned thereon will be refunded to Buyer and neither party will have any further rights or obligations hereunder, except those obligations which survive termination of this Agreement. DocuSign Envelope ID: 4F3E4F52-CE9C-43FE-9877-E61B4CE5694B 7. Covenants of Seller; Operation of the Property. Seller hereby covenants and agrees that from and after the Effective Date: a. Seller will not, without the Buyer's prior written consent, create any encumbrances on the Property. For purposes of this provision the term "encumbrances" includes, but is not limited to, any liens, claims, options, or other encumbrances, encroachments, rights -of -way, easements, covenants, conditions, or restrictions. b. Seller will not enter into or record any document or instrument, or enter into any lease or other agreement, affecting or burdening the Property, unless Buyer has consented in writing to the execution or recordation of such document, instrument, lease or agreement. Seller will pay all assessments and taxes prior to becoming delinquent. d. Seller will not create or consent to the creation of any special taxing districts or associations with the authority to impose taxes, liens or assessments on the Property. Seller will not remove any fill or cause any change to be made to the physical condition of the Property without the prior written consent of Buyer. f. Seller will take no action with respect to the Property that would alter or affect any of the representations or warranties of Seller under this Agreement or which would in any manner affect Buyer's future use and development of the Property. g. Seller will cause all mortgage debt, if any, applicable to the Property to remain in good standing through and until the Closing. h. If applicable, Seller will provide Buyer and the Title Company with any and all approvals from any lenders to sell the Property for less than the balance owed to such lender. 8. Closing Conditions. Buyer's obligation to close this transaction will be subject to the satisfaction of each of the following conditions on or before the Closing Date: a. Seller is not in default under any term, covenant or condition of this Agreement, and shall have performed all of its covenants, agreements and obligations under this Agreement. b. Each of the representations and warranties of Seller set forth in this Agreement is true, complete and correct on the Effective Date and at the date of the Closing as if made at that time, and the Seller has delivered its certificate to such effect. There will not be a sewer, water, building or other moratorium, condemnation or any proceedings in effect which would interfere with the immediate construction and occupancy of Buyer's Intended Improvements ("Moratorium"). DocuSign Envelope ID: 4F3E4F52-CE9C-43FE-9877-E61B4CE5694B d. The Property has not been damaged by any casualty loss as provided in Section 16.b. or by any environmental matter arising after the Effective Date. e. At the Closing, the Title Insurance Company will irrevocably commit to issue to Buyer an ALTA Owner's Policy of title insurance, dated as of the date and time of the recording of the deed, in the amount of the Purchase Price, insuring Buyer as owner of good, marketable and indefeasible fee simple title to the Property, free and clear of liens and encumbrances, and subject only to the Permitted Exceptions (the "Title Policy"). f. Sole and exclusive possession of the Property will be delivered to Buyer at Closing. In the event that any of the foregoing conditions precedent to Closing have not been satisfied as of the Closing Date, Buyer will have the right to waive any or all of the foregoing conditions and close this transaction or Buyer will have the right to terminate the Agreement. Notwithstanding anything in this Agreement to the contrary, in the event Buyer elects to terminate this Agreement by reason of the failure of any of the conditions described in this Section 8, the Deposit and all interest earned thereon will be refunded to Buyer and neither party will have any further rights or obligations hereunder, except those obligations which survive termination of this Agreement. 9. Closing Documents. The Closing documents will be provided by the parties as set forth below, in form acceptable to Buyer: a. At Closing Seller will execute and/or deliver to Buyer: i. Special Warranty Deed. A special warranty deed in recordable form, duly executed by Seller, conveying to the Buyer good, marketable and insurable fee simple title to the Property subject only to the Permitted Exceptions, with the legal description provided in Seller's vesting deed as verified by Buyer's Survey; ii. Affidavit. An owner's affidavit adequate for title insurance to be issued by the Title Company without exception for parties in possession (free and clear from any claims by tenants or purchasers), mechanics' or materialmens' liens and to permit the Title Company to delete the "gap" in the Title Commitment; iii. FIRPTA Affidavit. In order to comply with the requirements of the Foreign Investment Real Property Tax Act of 1980 ("FIRPTA"), Seller will deliver to Buyer at Closing Seller's affidavit under penalty of perjury stating the Seller is not a "foreign person," as defined in Section 1445 of the Internal Revenue Code of 1986 and the U.S. Treasury Regulations thereunder, setting forth Seller's taxpayer identification number, and that Seller intends to file a United States income tax return with respect to the transfer. Seller represents and warrants to Buyer that it has not made, nor does Seller have any actual knowledge of any transfer of the Property or any part thereof that DocuSign Envelope ID: 4F3E4F52-CE9C-43FE-9877-E61B4CE5694B is subject to any provisions of FIRPTA that has not been fully complied with by either transferor or transferee; iv. Closing Certificate. A duly executed certification that every representation and warranty of Seller under this Agreement is true and correct as of the Closing as if made by Seller at such time; V. Assignment. A duly executed assignment of permits, approvals and development rights; vi. Authority Documents. Any and all documents reasonably requested by Buyer or the title company in connection with Seller's authority to execute this Agreement, the deed and all other documents contemplated under this Agreement; vii. Closing Statement. A closing statement prepared by Title Agent setting forth all amounts paid, credited and otherwise due, payable and paid hereunder ("Closing Statement"); and viii. Other Documents. Such additional documents or instruments as may be required to effectuate the terms, conditions and provisions hereof and to carry out the intent of the parties hereto, or as may be required by the title insurance company, so as to be able to delete at Closing all of the requirements of Schedule B-Section 1 of the Title Commitment and all of the standard printed exceptions from Schedule B-Section 2 of the Title Commitment, and to insure the gap between the effective date of the Title Commitment and the recording of the deed conveying title to the Property from Seller to Buyer. b. At Closing, Buyer will deliver to Seller: (i) Closing Statement. Closing Statement executed in counterpart; (ii) Purchase Price. The Purchase Price (as adjusted for all credits, adjustments and prorations set forth in this Agreement); and (iii) Other Documents. Such additional documents or instruments as may be reasonably required or requested by Seller to effectuate the terms, conditions and provisions of this Agreement. 10. Termination. Notwithstanding anything to the contrary herein, Buyer reserves the right to terminate this Agreement for any reason at any time prior to Closing by providing written termination notice to Seller, and upon such termination by Buyer, any Deposits that have become non-refundable to Buyer through the date of such termination notice shall be released to Seller, and the remainder of the Deposits, if any, shall be refunded to the Buyer, and the parties shall be relieved of all further liability under this Agreement, except for any obligation under this Agreement which survives termination of this Agreement. DocuSign Envelope ID: 4F3E4F52-CE9C-43FE-9877-E61B4CE5694B 11. Closing/Closing Expenses. Except as otherwise provided herein, the consummation of the transactions described in this Agreement (the "Closing") will take place using mail away procedures on or before January 24, 2024 (the "Closing Date") with all executed documents delivered prior to Closing being held in escrow by Escrow Agent until the occurrence, satisfaction or waiver of the conditions to Closing. Time is of the essence. At Closing, Seller will pay the cost of documentary stamp tax on the special warranty deed. Buyer will pay all title search fees and other costs pertaining to the Title Commitment and for the title insurance premium on the owner's title insurance policy to be issued to Buyer pursuant to the Title Commitment in an amount equal to the Purchase Price. Buyer will pay the fee for recording the special warranty deed, the costs of the Survey and costs associated with obtaining financing, permits and impact fees in connection with the development for the Intended Improvements, and the cost for any lender's title insurance policy and any endorsements required by Buyer or lender. Each party will pay its own attorneys' fees. Buyer will also pay all escrow and closing fees and charges of Escrow Agent and Title Agent. 12. Intentionally Omitted. 13. Prorations. The following items will be adjusted, apportioned, and allowed as of the Closing Date: a. Apportionment. Seller shall pay all ad valorem real estate and/or personal property taxes, charges and/or assessments (special or otherwise) for all years prior to the year of the Closing Date. Buyer shall pay all ad valorem real estate and/or personal property taxes, charges and/or assessments (special or otherwise) for all years after the year of the Closing Date. Seller and Buyer shall pay their proportionate share of the ad valorem real estate and/or personal property taxes, charges and/or assessments (special or otherwise) for the year of the Closing Date, prorated at the Closing based upon, at the highest allowable discount and upon the actual days during the year in which Seller and Buyer owned the Property. b. Special Assessment Liens. If, on the Closing Date, the Property or any part thereof, will be or will have been affected by any certified, confirmed, and ratified special assessment liens, the same will be paid and discharged by Seller. Pending liens will be assumed by Buyer; provided, however, that once the amount of a pending special assessment lien has been finally determined, the amount of the special assessment lien will be prorated and Seller will reimburse Buyer for any amounts paid by Buyer which are allocable to the period of time Seller owned the Property within thirty (30) days of Buyer's delivery to Seller of the proration statement. C. Real Estate Taxes. If the Closing will occur before the tax rate is fixed, the apportionment of taxes will be based upon the real estate taxes for the previous year. Tax prorations at the Closing shall be final and not subject to reproration. d. The provisions of this Section will survive the Closing. DocuSign Envelope ID: 4F3E4F52-CE9C-43FE-9877-E61B4CE5694B 14. Seller's Representations and Warranties. Seller represents and warrants to Buyer and covenants and agrees with Buyer as follows: a. Seller has not entered into any contracts, subcontracts, arrangements, leases, licenses, concessions, easements, or other agreements, either recorded or unrecorded, written or oral, affecting all, or any portion of, or any interest in the Property, which will not have been terminated or expired prior to Closing, except as may be included in the Permitted Exceptions; b. No contract or agreement to sell, transfer or convey the Property exists; C. There are no: to the knowledge of Seller, (1) existing or pending improvement or special assessment liens affecting the Property; (2) violations of building codes and/or zoning ordinances or other governmental or regulatory laws, ordinances, regulations, orders or requirements affecting the Property; (3) existing, pending or threatened lawsuits, or appeals of prior lawsuits, affecting the Property; (4) existing, pending or, to the knowledge of Seller, threatened condemnation proceedings affecting the Property; (5) existing, pending, or threatened zoning, building or other moratoria, downzoning petitions, proceedings, restrictive allocations or similar matters that could adversely affect the development of the Intended Improvements on the Property; or (6) unrecorded easements, restrictions or encumbrances affecting all or any part of the Property; d. Seller has not used, manufactured, stored, or released any "Hazardous Materials" (as hereinafter defined) on, in or around the Property, and no other person or entity has ever used, manufactured, stored or released any Hazardous Materials on, in or around the Property, and, no Hazardous Materials are present in, on, under or around the Property. As used herein, "Hazardous Materials" will mean petroleum and petroleum -based products and any other substance or material, the use, manufacture, storage, release or presence of which in land, water or elsewhere in the environment is limited, prohibited or in any other way regulated by any federal, state or local law, ordinance, rule or regulation. Seller further represents and warrants that no portion of the Property has ever been used as a landfill or a dump and no other person or entity has ever used such Property as a landfill or dump; e. There are no agreements currently in effect which prohibit or restrict the sale of the Property; f. Seller has the right, power and authority to execute and deliver this Agreement, to perform each and every obligation of Seller hereunder, and to consummate the transactions contemplated by it; no consent, approvals or authorizations from any person, entity or governmental authority is required with respect to this Agreement and the consummation of the transaction contemplated herein; neither the execution and delivery of this Agreement, and the performance or consummation of the obligations and transactions contemplated by it, nor the fulfillment of, nor the compliance with, the terms, conditions and provisions of this Agreement will conflict with, or result in a violation or breach of, any relevant law, or any other DocuSign Envelope ID: 4F3E4F52-CE9C-43FE-9877-E61B4CE5694B instrument or agreement of any nature to which Seller is a party or by which it is bound or may be affected, or constitute (with or without the giving of notice or the passage of time) a default under such an instrument or agreement; g. No unrecorded commitments or agreements have been made by Seller to any governmental authority, utility company, school board, church or other religious body, any homeowners or homeowners' association, or any other organization, group or individual, relating to the Property which impose an obligation upon Buyer to make any contributions or dedications of money, land, or any interest in land, to construct, install or maintain any improvements of a public or private nature on or off the Property, or otherwise impose any obligations or liability on Buyer or the Property; h. All agreements, documents, studies and other materials delivered to Buyer are true, correct and complete copies of all such items; i. The balance of all existing liens and mortgages will be satisfied at or before Closing, and Seller agrees to provide Buyer and Title Agent approvals from any lender to sell the Property for less than the balance owed to said lender, if any; Seller has received no notice and there is no violation of any law, regulation, ordinance, order or judgment affecting the Property; k. Seller owns the Property in fee simple, subject only to those matters disclosed in the Title Commitment; 1. No default exists under the terms of any document disclosed in the Title Commitment; and M. At all times during the term of this Agreement and as of the Closing Date, all of Seller's representations, warranties and covenants in this Agreement will be true and correct; no representation or warranty by Seller contained in this Agreement and no statement delivered or information supplied to Buyer pursuant to this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements or information contained in them or in this Agreement not misleading. The provisions of this Section will survive the Closing for a period of twelve (12) months. 15. Broker. Except for Poteet Properties, Inc. ("Broker") Seller represents and warrants to Buyer that Seller has not dealt with any real estate broker, salesperson or finder in connection with this transaction. Except for a commission payable by Seller to Broker (the "Commission"), Seller represents and warrants that there is no other commission payable by Seller to any third party in connection with this transaction. Seller will defend, indemnify and hold Buyer harmless from and against any loss, liability, damage, cost, claim or expense (including reasonable attorney's fees) incurred by reason of any brokerage commission or finder's fee alleged to be payable because of any act, omission or statement of the Seller, including the Commission. The indemnities and representations and warranties of the Seller in this Section will survive the Closing. DocuSign Envelope ID: 4F3E4F52-CE9C-43FE-9877-E61B4CE5694B 16. Damage, Destruction or Condemnation. a. Risk of Loss. Risk of loss to the Property occurring prior to the Closing Date will be borne by Seller. b. Casualty Loss. In the event of loss, damage or destruction to the Property which prohibits or materially affects the development of the Intended Improvements by Buyer prior to Closing, Buyer may elect either (i) to proceed with Closing, without adjustment of the Purchase Price, and Seller will assign to Buyer all insurance proceeds received as a result of the loss, damage or destruction, or (ii) to terminate this Agreement, in which event the Deposit will be returned to Buyer. Seller will promptly notify Buyer in writing of any such material casualty loss to the Property. Buyer will make such election within ten (10) business days following Seller's written notice to Buyer of the casualty event, and if such election is not timely made, Buyer will be deemed to have elected to terminate this Agreement. C. Condemnation and Moratorium. In the event that any moratorium or condemnation proceedings are instituted, or notice of intent to condemn is given, with respect to all or any portion of the Property, Seller will promptly notify Buyer in writing thereof, in which event Buyer will have the option either to terminate this Agreement and receive a refund of the Deposit or to consummate the purchase of the Property without reduction of the Purchase Price and the right to collect any condemnation award or compensation for such condemnation will be assigned by Seller to Buyer at Closing. Buyer must make such election within ten (10) business days following Seller's written notice to Buyer of the condemnation proceedings, and if such election is not timely made, Buyer will be deemed to have elected to terminate this Agreement. 17. Default. In the event that Buyer fails to perform its obligations hereunder (including the failure to timely make any Deposit) and such failure is through no fault or failure of Seller to comply with its obligations hereunder, Seller may, as its sole, exclusive and absolute remedy, after the expiration of all applicable notice, grace, and cure periods, terminate this Agreement and retain, as full and complete agreed upon liquidated damages, the Deposit. If Seller refuses to close, despite its obligation to close hereunder, or if any of the representations, warranties and covenants of Seller will at any time on or before Closing be found to be false or misleading in any material respect, or if Seller is otherwise in default under the terms and provisions of this Agreement, Buyer may: (i) terminate this Agreement, obtain the return of its Deposit, and seek damages against Seller; or (ii) seek specific performance of Seller's obligations hereunder. Nothing contained herein shall be deemed to limit Buyer's rights or remedies (x) on account of any breach by Seller of any of its post -closing or post -termination obligations or (y) on account of any intentional breach of this Agreement by Seller to the extent that specific performance is not legally available. Notwithstanding anything to the contrary herein, there shall be no default of Buyer hereunder unless and until Seller shall have provided Buyer with written notice of such default (except in the event the Buyer failing to Close on the Closing Date which shall not DocuSign Envelope ID: 4F3E4F52-CE9C-43FE-9877-E61B4CE5694B require any notice) and Buyer shall have failed to cure said default within five (5) business days of Buyer's receipt of such notice; provided, however, that if Buyer is unable to cure within said time period, Buyer shall have such time to cure as is reasonable under the circumstances provided that Buyer has reasonably undertaken reasonable efforts to cure in said time period. Notwithstanding anything to the contrary in this Agreement, Buyer shall not be liable to Seller for special damages, punitive damages, treble damages, consequential damages, loss of sales, damages from breaches of vendor or third party contracts, lost profits, or lost goodwill. The provisions of this Section 17 survive closing or the termination of this Agreement. 18. Notice. All notices, consents, approvals, waivers and elections which any parry will be required or will desire to make or give under this Agreement will be in writing and given by delivery in person, or sent by U.S. mail, return receipt requested, overnight courier, facsimile or email, as provided below: To Buyer: MHP ACQUISITIONS, LLC c/o McDowell Housing Partners, LLC 777 Brickell Ave, Suite 1300 Miami, Florida 33131 Attn: Christopher Shear Email: cshear@mcdhousing.com With a copy to: Nelson Mullins Riley & Scarborough LLP 390 N. Orange Avenue, Suite 1400 Orlando, Florida 32801 Attn: Roman Petra, Esq. Email: roman.petra@nelsonmullins.com To Seller: Michael A. Corder & Lauren K. Corder 3821 3rd Ave SW Naples, FL 34117-3027 Email: ml3al3cl3@hotmail.com With a copy to: Poteet Properties, Inc. 3200 Bailey Lane #199 Naples, FL 34105 Attn: William H. Poteet, Jr. Email: poteetproperties@gmail.com DocuSign Envelope ID: 4F3E4F52-CE9C-43FE-9877-E61B4CE5694B To Escrow Agent: Nelson Mullins Riley & Scarborough LLP 215 South Monroe Street, Suite 400 Tallahassee, Florida 32301 Attn: Melissa N. VanSickle, Esq. Email: melissa.vansickle@nelsonmullins.com Notices, consents, approvals, waivers and elections given or made as aforesaid will be deemed to have been dated, given and received: (i) three (3) business days after deposit with the U.S. Mail, postage prepaid, if sent by U.S. Mail, return receipt requested, (ii) the next business day after deposit with an overnight courier service, (iii) on the day of receipt if delivered in person, (iv) on the date of transmission, if transmitted by telecopier and confirmation of successful transmission is provided by such telecopier, (v) on the date of transmission if sent by email, provided the recipient emails acknowledgement of receipt, in the absence of which a copy will also be sent via overnight courier on or before the next business day. 19. Assignment. Buyer will be entitled to assign Buyer's rights and obligations under this Agreement to any other related entity owned by, controlled by, under common control, or affiliated with, Buyer. Any other assignment will require the prior written consent of Seller. 20. Radon Gas Notice. Pursuant to Florida Statutes Section 404.056(5), Seller hereby makes, and Buyer hereby acknowledges, the following notification: RADON GAS: RADON IS A NATURALLY OCCURRING RADIOACTIVE GAS THAT, WHEN IT HAS ACCUMULATED IN A BUILDING IN SUFFICIENT QUANTITIES, MAY PRESENT HEALTH RISKS TO PERSONS WHO ARE EXPOSED TO IT OVER TIME. LEVELS OF RADON THAT EXCEED FEDERAL AND STATE GUIDELINES HAVE BEEN FOUND IN BUILDINGS IN FLORIDA. ADDITIONAL INFORMATION REGARDING RADON AND RADON TESTING MAY BE OBTAINED FROM YOUR COUNTY PUBLIC HEALTH UNIT. 21. Escrow Agent. a. Escrow Agent undertakes to perform only such duties as are expressly set forth in this Agreement. Escrow Agent will not be deemed to have any implied duties or obligations under or related to this Agreement. b. Escrow Agent may: (a) act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine; (b) assume the validity and accuracy of any statement or assertion contained in such a writing or instrument; and (c) assume that any person purporting to give any writing, notice, advice or instructions in connection with the provisions of this Agreement has been duly authorized to do so. Escrow Agent will not be liable in any manner for the sufficiency or correctness as to form, manner of execution, or validity of any instrument deposited in escrow, nor as to the identity, authority, or right of any person executing any instrument; Escrow Agent's duties under this Agreement are and will be limited to those duties specifically provided in this Agreement. DocuSign Envelope ID: 4F3E4F52-CE9C-43FE-9877-E61B4CE5694B C. The parties to this Agreement do and will indemnify Escrow Agent and hold it harmless from any and all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or other expenses, fees, or charges of any character or nature, including reasonable attorneys' fees and costs, which it may incur or with which it may be threatened by reason of its action as Escrow Agent under this Agreement, except for such matters which are the result of Escrow Agent's gross negligence or willful misconduct. d. If the parties (including Escrow Agent) will be in disagreement about the interpretation of this Agreement, or about their respective rights and obligations, or about the propriety of any action contemplated by Escrow Agent, Escrow Agent may, but will not be required to, file an action in interpleader to resolve the disagreement; upon fling such action and depositing all amounts in escrow with the court, Escrow Agent will be released from all obligations under this Agreement. Escrow Agent will be indemnified for all costs and reasonable attorneys' fees (such reasonable attorneys' fees to be paid by Seller not to exceed a maximum amount of one thousand five hundred and NO/100 Dollars ($1,500.00)), including those for appellate matters and for paralegals and similar persons, incurred in its capacity as escrow agent in connection with any such interpleader action; Escrow Agent may represent itself in any such interpleader action and charge its usual and customary reasonable legal fees for such representation, and the court will award such reasonable attorneys' fees, including those for appellate matters and for paralegals and similar persons, to Escrow Agent from the losing party. Escrow Agent will be fully protected in suspending all or part of its activities under this Agreement until a final judgment in the interpleader action is received. e. Escrow Agent may resign upon five (5) calendar days' written notice to Seller and Buyer. If a successor escrow agent is not appointed jointly by Seller and Buyer within the five (5) calendar -day period, Escrow Agent may petition a court of competent jurisdiction to name a successor. f. Seller and Buyer acknowledge and agree that Escrow Agent is the law firm representing Buyer with regard to this Agreement and the transaction which is the subject hereof, and hereby waive any claim against Escrow Agent based upon a conflict of interest as a result of Escrow Agent serving in such dual capacities, excluding only actions by Escrow Agent constituting gross negligence or knowing and intentional misconduct. Seller further agrees that Escrow Agent will be permitted to represent Buyer in all aspects of this Agreement and the subject transaction, including, without limitation, any dispute with respect to the Deposit. g. The provisions of this Section will survive the Closing and also the cancellation of this Agreement. 22. General Provisions. The following general terms and conditions apply to this Agreement: DocuSign Envelope ID: 4F3E4F52-CE9C-43FE-9877-E61B4CE5694B a. Singular/Plural — Masculine/Feminine. Words used herein in the singular will include the plural and words in the masculine/feminine/neuter gender will include words in the masculine/feminine/neuter where the text of this Agreement requires. b. Titles. Headings in this Agreement are for convenience only. C. Successors. The terms, covenants, and conditions of this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and assigns, except as herein limited. d. Choice of Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF FLORIDA AND THE LAWS OF THE UNITED STATES OF AMERICA APPLICABLE TO TRANSACTIONS WITHIN THE STATE OF FLORIDA. VENUE AND JURISDICTION FOR ANY ACTION BROUGHT HEREUNDER IS HEREBY AGREED TO BE PROPER AND LIE EXCLUSIVELY WITH THE APPROPRIATE COURT LOCATED IN COLLIER COUNTY, FLORIDA. e. Time. Time is of the essence in the performance of each and every one of the obligations of the parties to this Agreement. Unless otherwise specified, in computing any period of time described herein, the day of the act or event for which the designated period of time begins to run is not to be included and the last day of the period so computed is to be included, unless such last day is a Saturday, Sunday or legal holiday, in which event the period will run until the end of the next day which is neither a Saturday, Sunday or legal holiday. f. Jury Trial Waiver. IN THE EVENT THAT IT BECOMES NECESSARY FOR EITHER PARTY TO BRING SUIT TO ENFORCE THE TERMS OF THIS AGREEMENT, THEN EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY. THIS WAIVER IS MADE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY. g. Attorneys' Fees. In the event that there is an action brought either at law or in equity by either party against the other by reason of any matter or dispute arising out of this Agreement, the parties agree that the prevailing party in such litigation will be entitled to recover from the non -prevailing party the prevailing party's reasonable attorneys' fees therein, including fees incurred in bankruptcy proceedings or on appeal, plus court costs, and including such fees and costs incurred in establishing the right to recover such fees and costs and the amount to be recovered. h. Liability Joint and Several. If more than one party is named herein as Seller, then such parties hereby agree that the liability of each hereunder will be joint and several. Entire Agreement; Construction; Severability. This Agreement integrates and supersedes all other agreements and understandings of every character of the parties DocuSign Envelope ID: 4F3E4F52-CE9C-43FE-9877-E61B4CE5694B and comprises the entire agreement between them. This Agreement may not be changed, except in writing signed by the parties. No waiver of any rights or obligations hereunder will be deemed to have occurred unless in writing signed by both parties and no waiver will be deemed a waiver of any other or subsequent right or obligations. The parties acknowledge that the parties and their respective counsel have reviewed and revised this Agreement and, therefore, the normal rule of construction of contracts that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Agreement and any exhibits or amendments thereto. If any portion of this Agreement is held to be invalid or inoperative, the remainder of it will be deemed valid and operative, and effect will be given to the intent manifested by the portion held invalid or inoperative to the extent possible. Counterpart Signatures. This Agreement may be executed in two or more counterparts, and it shall not be necessary that any one of the counterparts be executed by all of the parties hereto. Each fully or partially executed counterpart shall be deemed an original, but all such counterparts taken together shall constitute but one and the same instrument. This Agreement may be executed in multiple copies, and by telecopy or email PDF transmission, each of which shall be deemed to be an original for all purposes. 23. Confidentiality. Seller and Buyer each a "Party" (for purposes of this Section 23) acknowledge that the transaction described herein is of a confidential nature and shall not be disclosed by any Party, nor by any of their respective parents, subsidiaries, employees, or affiliates, except to partners of Seller and Buyer, attorneys, lenders, potential equity sources, accountants, consultants, advisors, members and affiliates, as a result of any action required to be performed by a party under this Agreement, or as required by law. Prior to Closing, no Party shall make any public disclosure of the specific terms of this Agreement, except as required by law. In connection with the negotiation of this Agreement and the preparation for the consummation of the transactions contemplated hereby, each Party acknowledges that it will have access to confidential information relating to the other party. Each Party shall treat such information as confidential, preserve the confidentiality thereof, and not duplicate or use such information, except to the partners of Seller or Buyer, and attorneys, lenders, potential equity sources, accountants, advisors, members, consultants, and affiliates in connection with the transactions contemplated hereby. In the event of the termination of this Agreement for any reason whatsoever, except in the event of Seller's default, Buyer shall return to Seller, at Seller's request, all documents, work papers, and other material (including all copies thereof) obtained from Seller in connection with the transactions contemplated hereby during the term of this Agreement ("Inspection Documents"), and each party shall use reasonable best efforts, including instructing its employees and others who have had access to such information, to keep confidential and not to use any such information except as otherwise permitted by law. Notwithstanding any other provision of this Agreement, Buyer shall not be required to deliver to Seller such of the Inspection Documents as to which Buyer is not the owner or does not have the unconditional legal right to transfer possession thereof to Seller. Moreover, with respect to such Inspection Documents delivered by Buyer to Seller, Seller agrees that the subsequent use of any such Inspection Documents by Seller or any other party or parties DocuSign Envelope ID: 4F3E4F52-CE9C-43FE-9877-E61B4CE5694B shall be at the sole risk of Seller and such other party or parties and that Buyer shall have no responsibility or liability to Seller or any other party or parties in connection with the use of any such Inspection Documents by Seller or any other party or parties. Neither Seller nor Buyer shall make statements to the press or issue a press release regarding the transaction contemplated by this Agreement prior to Closing but may do so after Closing without the consent of the other party; provided, however, that any statements to the press or press release by Seller or its employees, directors, constituent entities, or any of their respective representatives must not disclose the Purchase Price. Notwithstanding the foregoing, after Closing, Seller may disclose the amount of the Purchase Price for the Property to actual and/or potential investors and/or actual or potential lenders in similar projects of Seller (or its affiliates). Further, notwithstanding anything contained in this Section 23 or elsewhere in this Agreement to the contrary, neither Buyer nor Seller shall have any liability concerning information (including, without limitation, information regarding the Purchase Price) which becomes public due to no wrongful action on the part of such party, or which is ordered or required to be publicly released by the requirement of any governmental agency or entity. 24. Exclusive Right. From and after the Effective Date, and during the term of this Agreement, Seller shall not discuss or negotiate the sale of the Property with any other person other than Buyer. (Signatures follow on next page) DocuSign Envelope ID: 4F3E4F52-CE9C-43FE-9877-E61B4CE5694B Date. IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective BUYER: MHP ACQUISITIONS, LLC, a Delaware limited liability company DocuSigned by: By: W. ��& M vwt a W. Patrick McDowell President SELLER: DocuSigned by: By 79m1anannoae�a Michael A. Corder, Individually DocuSigned by: L7md��,n By: Lauren K. Corder, Individually DocuSign Envelope ID: 4F3E4F52-CE9C-43FE-9877-E61B4CE5694B EXHIBIT "A" Legal Description of the Property PARCELI: The North 1 /2 of Tract 124, Golden Gate Estates Unit No. 12, according to the plat thereof recorded in Plat Book 4, Pages 105 and 106, of the Public Records of Collier County, Florida. PARCEL 2: The South 1 /2 of Tract 124, Golden Gate Estates Unit No. 12, according to the plat thereof recorded in Plat Book 4, Pages 105 and 106, of the Public Records of Collier County, Florida. PARCEL I The North 150 feet of Tract 126, Golden Gate Estates Unit No. 12, according to the plat thereof recorded in Plat Book 4, Pages 105 and 106, of the Public Records of Collier County, Florida. Exhibit 7 — Zoning Verification Enclosed please find the executed FHFC "Zoning Verification" form for Ekos at Golden Gate, For RFA Cycle 2023 (Form Rev. 06-2023) Zoning and Land Use verification. Ekos at Golden Gate's development program of 96 garden style units is permitted under Senate Bill 102 (Live Local). The current development location is zoned commercial, however Live Local allows for Affordable multifamily developments located in areas zoned for commercial, industrial, or mixed -use without zoning or land use change, special exemption, conditional use approval, variance, or comprehensive plan amendment for building height and densities. It should be noted that Ekos at Golden Gates will still satisfy Collier County's land development regulations as it relates to parking, setbacks, and stormwater management. MHP will work directly with the County to develop a product that will conform the most with the surrounding community and achieve the County's goals while maximizing the amount of new affordable units. EKOS AT GOLDEN GATE - AUGUST 2023 14 FLORIDA HOUSING FINANCE CORPORATION LOCAL GOVERNMENT VERIFICATION THAT DEVELOPMENT IS CONSISTENT WITH ZONING AND LAND USE REGULATIONS Name of Development: Ekos at Golden Gate South side of Golden Gate Blvd. W, Southeast of the intersection of Golden Gate Blvd. W and 1st Development Location: St SW, Unincorporated Collier County (At a nummnm provide the address number, street name and city, and/or provide the street name, closest designated intersection and either the city (if located within a city) or county (if located in the unincorporated area of the c(unty). The location of all Scattered Sites. if applicable, must also be included. Number of Units in the Development: 96 This number must be equal to or greater than the number of units stated by the Applicant in Exhibit A of the RFA. The undersigned Local Government representative conf=s that, as of the date that this form was signed, the above referenced Development's proposed number of units, density, and intended use (i) are consistent with current land use regulations and zoning designation: OR (ii) are approved pursuant to sections 125.01055(6) and 166.04151(6), Florida Statutes; OR (iii) are consistent with sections 125.01055 (7) and 166.04151 (7), Florida Statutes; OR, (iv) if the Development consists of rehabilitation, the intended use is allowed as a legally non -conforming use. CERTIFICATION I certify that the City/County of Collier has vested in me the authority to verify [Name of City/County) consistency with local land use regulations and zoning designation or, if the Development consists of rehabilitation, the intended use is allowed as a "legally non -conforming use" and I further certify that the foregoing information is true and correct. In addition, if the proposed Development site is in the Florida Keys Area as defined in Rule Chapter 67-48, F.A.C., I further certify that the Applicant has obtained the necessary Rate of Growth Ordinance (ROGO) allocations from the Local Government. F-:, Signature Michael Bosi Print or Type Name Zoning Director Print or Type Title 8-11-23 Date Signed Address (street address, city, state) 2800 North Horseshoe Drive, Naples, FL 34104 Address ( street address, city, state) 239-252-1061 Telephone Number (including area code) This certification must be signed by the applicable City`s or County's Director of Planning and Zoning; appointed official (staff) responsible for determination of issues related to comprehensive planning and zoning, City Manager, or County ManagerlAdministratorlCoordinator. Signahues from elected local government officials are not acceptable, nor are other signatories. If there are alterations made to this form that change the meaning of the form, the form will not be accepted. (Form Rev. 06-2023) Exhibit 8 —Project Selection Criteria • Applicant's development and construction experience; The applicant, McDowell Housing Partners (MHP), brings forth deep affordable housing development and operating experience, financial capacity, and a comprehensive team that operates at the highest level of integrity. Principals of MHP (the "Development Team") have a demonstrated track record of success utilizing FHFC financing programs and housing credits, specifically within Collier County. Chris Shear, principal of the applicant, has successfully developed three multifamily tax credit financed developments of similar scale and scope to Ekos at Golden Gate within the past few years. McDowell Housing Partners is the affordable and workforce development and investment arm of McDowell Properties, a national multifamily housing investment company focused on the acquisition, development, operation and repositioning of apartment communities in growth markets across the United States. Leveraging McDowell Properties deep in-house operating platforms -- including a vertically integrated team of finance, construction, project management, accounting and asset management staff -- McDowell Housing Partners (MHP) carry's out a specific mission to create and preserve high -quality affordable housing communities that provide America's workforce with a safe, secure, and sustainable place to call home, while implementing innovative and valued resident programs that drive tenant satisfaction within our communities. Since 2004 McDowell Properties has acquired, developed, and operated of over 45,000 apartment units with a specific focus on creating communities that provide more than just "four walls and a roof' to families across the United States. The company has active offices in Dallas, New York, Miami, San Francisco and Raleigh. Company principals and the executive team have closed over $5 Billion in debt and equity financing and maintain over 200 years of collective experience in developing, constructing, operating, and recapitalizing conventional, workforce, and Section 42 (LIHTC) housing across the country. McDowell Housing Partners has established a top team of industry professionals with a long track record of successfully producing and operating rent and income restricted assets. MHP principals and executives have completed the development of over 9,000 affordable/workforce units utilizing low-income housing tax credits. The MHP team has a demonstrated track record of successfully partnering with state and local governments to deliver the essential workforce and affordable communities that house the families and seniors who make communities thrive. • Experience and Quality of development team; McDowell Housing Partners are long-term owners of all assets we develop. As a result, we take great pride in developing the best product and pursuing the optimal financing structures available to ensure we are delivering an asset that will stand the test of time. It is not uncommon for us to incorporate a construction features or amenities that are above and beyond affordable housing standards just so our residents can benefit from a better quality of life, even though it often comes at the expense of deferring more developer fee, or even funding it out of our own pocket directly. Likewise, we are very selective in the development sites and opportunities that we pursue. Our deals are underwritten in a conservative manner to ensure we can withstand market changes over EKOS AT GOLDEN GATE - AUGUST 2023 15 the short and long-term. Ultimately, our motivation is different than many affordable housing developers who are just trying to squeeze as much profit out of a deal as possible. Our goal is to build assets that add true value to the fabric of a community. McDowell Housing Partners or any of the respective principals, have developed a community that have defaulted on their covenants state housing allocation agency, lenders, and tax credit investors, or been subject to foreclosure action. Furthermore, as a result of the upfront diligence and our project selection process, the Development Team has never failed to close a development once awarded the competitive financing from FHFC. At the end of the day, members of the Development Team have long careers ahead of us in the tax credit development industry, so our reputations are extremely important. We consider Collier County to be a true partner and thereby pledge to operate with the highest integrity and in full transparency. Please find the comprehensive company overview for MHP enclosed under Exhibit 8. • Applicant's management experience, or experience and quality of management company; The Development Team utilize the services of professional third -party property managers to ensure that we can find the strongest manager and staff in any given market. We maintain long relationships with large national property management firms such as Lincoln Property company, Greystar RE Partners, Alliance Residential, Highmark Residential, and Bryten Real Estate Partners who all have substantial market -rate and affordable units under management in Florida. In addition, we often utilize smaller property management firms, such as NDC Assets Management and Royal American Management who specialize in affordable housing and compliance on a more regional basis. At this time, we have an MOU in place with Bryten Real Estate Partners, LLC to act as the property management agent for Bayonet Gardens. Weller already has an extensive portfolio in the Tampa MSA, there full corporate overview is enclosed under Exhibit 8 for reference. Irrespective of who the property management agent of record is, McDowell takes full responsibility to the condition, maintenance, and performance of our assets. Therefore, MHP employs a team of Asset Managers who have deep experience with the operation and compliance requirements of affordable housing. The Asset Manager is responsible for ensuring our third -party property management companies are preforming their contractual services at the highest level. They meet with the asset level personnel on a weekly basis and require detailed reporting on a regular basis, as well as meet with residents directly for a review of their satisfaction. We have found this double layer of coverage to be very effective. • Financial feasibility to complete and operate the project (including, but not limited to, cost estimates, cash flows, debt service coverage ratios, the percentage of public monies requested compared to project cost; leveraging of public resources, including the requested HFA loan) Please refer to the financial projections provided under Exhibits 4 and 5. Ekos at Golden Gate is requesting only $4,792 per unit in the LGAO funding commitment from Collier County. We strived to deliver the best per dollar value and return on investment for Collier County with our EKOS AT GOLDEN GATE - AUGUST 2023 16 proposed development program. The remainder of the sources will come from first mortgage proceeds, tax credit equity, and developer equity (deferred developer fee). The development team prides itself on optimizing the terms of our first mortgage debt and tax credit equity to drive reduce/eliminate gaps in funding and provide additional sources to build a better product (more units, larger units, more amenities, etc.). The Development Team has already secured commitments for debt and equity at better than market terms. The term sheets are provided under Exhibit 4 for reference. The Development Team takes a conservative approach to underwriting. Our construction costs are based on actual 2023 hard cost for the same product (Concrete Garden Style Developments) in the Southwest Coast of Florida market. In addition, we assume 5% vacancy and collection loss despite the Collier County affordable housing market operating at nearly 100% occupancy. Our operating expenses have been vetted by our asset managers and property managers to insure we are being conservative given the uncertainty of the operations in a post pandemic world. Despite the conservative underwriting of the Net Operating Income, we've sized the initial first mortgage to a 1.15x DSCR. Given the Development Teams recent experience in Collier County, and with similar garden style development products, we are confident our hard and soft cost budgets are sound. MHP-Hennessey Construction, LLC, our General Contractor, is familiar with the Collier market as they are currently working on three projects in Collier County. They have a deep sub -contractor base and have delivered multiple projects for the Development Team in Southwest Florida. The Development Team employs a design -build concept whereby the GC works hand -in -hand with the architect and engineer during the design phase to produce construction documents that are fully vetted up front by all parties. This practice has been instrumental in keeping down the number of change orders and timing delays. • Applicant's performance and/or compliance (including any prior defaults) of any prior loans or contracts with Collier County; The Development Team and their respective principals have met or exceeded all performance and compliance measures on Collier County loans and contracts. • The reasonableness of the cost of the development; The projected Total Development Cost (TDC) for Ekos at Golden Gate has a cost of $208,130.86 per unit. FHFC's maximum TDC hard cost under RFA 2023-201 is $240,000 for Concrete Garden Style New Construction Buildings. We are projecting to have over $30,000 per unit in buffer from the max allowed. The scale of the development will result in savings through economies of scale, an efficient site without major development constraints, efficient floor, and unit plans, as well as a strong contractor who is engaged throughout the design process to drive efficiency and reduce waste. Additionally, strong relationships with county staff and understanding of the pre - development process will allow the development team to design and implement the feedback received from the County professional staff to make the most efficient and effective product. EKOS AT GOLDEN GATE - AUGUST 2023 17 • Resident Programs; FHFC requires applicants to select 3 of 5 resident service options. The Development Team commits to provide Adult Literacy, Employment Assistance Programs, and Financial Management Programs. • Unit and Development Amenities; Ekos at Golden Gate will provide top of the line amenities and services to our residents. The dwelling units will all feature solid surface countertops; plywood cabinets; luxury vinyl tile flooring; full-size energy star appliances including range, refrigerator microwave, garbage disposal and dishwasher. All units will provide side -by -side washer and dryers. Ekos at Golden Gate's sizeable, 7.4-acre, site permits for ample greenspace and parklands. Our design includes, a dog park, large heated pool, fully equipped fitness center, media center and computer lab within a multipurpose community room with kitchenette. To ensure our residents safety the site will be monitored by a wi-fi security camera system with 100% coverage of the facility, hurricane impact windows, and a generator. • Energy Efficiency; Ekos at Golden Gate pledges to go above and beyond the FHFC green building certification requirements and pursue a Silver or Gold level certification under ICC 700-2020 National Green Building Standard (NGBS) system. To ensure such efficiency level we will implement low -flow plumbing fixtures, SEER 15 HVAC systems, high efficiency (low-e or insulated) impact windows, Energy -Star qualified water heaters, and LED lighting throughout the facility at a minimum. • Commitment to set -aside at least 10% of the units in the development to an at -risk population (Homeless, Seniors, Special Needs, Etc.); FHFC requires 50% of the ELI units to be "Special Needs Household" as defined by the Corporation in 67-48.002(108) f.a.c. The Special Needs units are occupied by ELI households referred by the designated third -party Referral Agency. The Development Team commits to increase the required 5% commitment to 10% of the total units for Homeless and/or Special Needs Households. The ELI units will be set -aside and the tenants will be provided from the homeless from Continuum of Care's By Name List. • Maximum Economic Impact; Collier County's $460,000 LGAO loan shall bear a direct return on investment with a 1 % annual interest rate over the 15-year term with a 30-year amortization schedule. At the expiration of the loan's term a balloon payment shall be made to satisfy the remaining principal. The proposed terms exceed the County's requirements with the intent to bolster the County's economic impact. EKOS AT GOLDEN GATE - AUGUST 2023 18 Collier County's subordinate loan into will not only yield a direct return based on the proposed loan terms, but it will further support at least one development of affordable housing. The real estate taxes on the development property will provide another source of income to the County. In general, the Development Team focused on submitting a site that would provide the most substantial economic impact to Collier County, and its residents. Foremost, the large scale of the development will inherently drive a larger and more direct impact than other applications through additional property tax revenue, impact fees, tap/connection fees, and building permit fees to Collier County. It is the Development Teams' goal to hire 20% local vendors and engage with W/MBE businesses. Due to the development team's strong relationship with the county and current projects under construction, the team made sure to offer as wide a range of AMI units as possible. We recognize that there is large need for all meian incomes levels between 30% and 80% AMI. It is for this reason that we have 30%, 50%, 60% and 80% AMI units. We used direct feedback from the county when making the decision of the proposed unit mix. • Developments which provide a lift to the neighborhood, and could lead to additional revitalization and/or neighborhood improvement; The Ekos at Golden Gate development site has continuously been scouted by market -rate developers. The Development Team has made necessary expenditures to retain site control because we strongly believe in the location. MHP is actively working with the County to get ensure we meet the appropriate density and height requirements under Live Local. The sizeable development will positively contribute to the fabric of the area by developing a longtime vacant parcel into a new aesthetically pleasing housing development with ample outdoor amenities including walking paths, clubhouse, dog park and luxury pool. and master retention pond This development will provide a visible lift to the look and morale of the area. • Proximity to public transportation, services, and employment; Ekos at Golden Gate is located on a premium 7.48-acre site at the intersection of Golden Gate Blvd W and 1st St SW, the main commercial artery within the area. The site's strategic location places it within walking distance of a grocery store, pharmacy, convenience store, and an array of retail establishments. Transportation is equally accessible with the site's proximity to Collier County Transit Bus Routes 19 & 22 — at a mere quarter mile away. This allows residents seamless access to public transportation options thus facilitating countywide commuting. EKOS AT GOLDEN GATE - AUGUST 2023 19 Bus Stops in - 1/2 Mile Radius • Leveraging of County Funds with other resources that could be used to meet the FHFC required contribution level, and leveraging of County Funds with other funds to achieve greater impact on the community/neighborhood; There is a jobs -housing imbalance in Collier County resulting in a significant percentage of the workforce commuting daily from outside of Collier County. The family demographic in the workforce plays a crucial role in sustaining and driving Golden Gate Estate's growth and maintaining the vitality of the community. MHP believes the people who will be served by this development, the teachers, teacher's aids, nursing assistants, medical technologists, retail workers, emergency service providers and law enforcement, will be crucial in sustaining and driving Golden Gate Estates economic health. • Ability to meet FHFC requirements for the contribution to be a part of permanent financing with minimum loan term. The contribution is intended to part of the permanent financing, as required by FHFC. However, the Development Team will agree not to draw the funds until the development achieves at least 75% construction completion to provide the HFA/County more flexibility and time to leverage their valuable limited subsidy sources. 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O 0 0 p O_ C ,� 2 y O c6 O- fl O O N Os E"D�p *' N L (C - X N O (6 V Y Q 'oH CZ— .o J C r- O Q N O C 0 U) E Z Cd � +Ln 0 N >� N in V .Ll N p W Q 6 co N a H N •p 0 > 0 y L L O — L c a M,O y V) ECd Q� o_rn0 m •N�aoi� co N 7 Ou C E Y > 0 >rnmZu m c6 U 0)•v N O--u Y c ps c ZE:S(A a s �QC 7 O Q L U)s o c O .� p O o �'� O N U Q� N c rn O_ � Y � 7 O s Z u 0 > of 2 Nrt O C c6 Y OL O 0 L oua#�-R >'Eco¢ cd T E T N >EoO s o > E W > "o u O N U 0 — -q c 0) o c c c6 0 Y1 0-- rn p .r, 7 C LL'V s p O N 2 0)— �E —o N U c _ O E N 0- i cd 01N O L U 0 M Y_ o E X �Z �a s „ 0 5 O 0 3 0 O i Q C L N O O C�-0 3U A6 w C � L t C a+ O (D N � E E N N E N N � N V) �n y cC O LL C O J d c > c � O 0 _ 0) V) c 0 y >o J N V s rt y C -O y � � O) L > N IL O a O O go) E c- V) 0- E O z cn > m S � L +, o L = N Un 0 a C — •C O — E t6 E C N V Zn O s >,> += O cd U L O V) Y U s CL -O�sY c O O E +, s > cd N N 0 N y 4 c c s O O O c�6 E 6 p V) C (E c06 N N L L -0 cC N E C � N O f6 L C C — � Q 0) cn•— .� N O 00�Em+ 0 0 V) .ss E 0°'0Ea� O Ln O E cd (ii C O O N (n (E @0 O> �� LL C O LL s 15 O N 0 c �I .L C p CL .— V r A o a� ac -a- o O (n �- U (v (D aXi-0 c c., 0) ° c me s- rn ro acu 3 �t°°yE a� L E � E o E o Mo a� o n ro n c — -0 s v c 3Ett"T-aE° E U 0- a- c c w u E O c u in co - a� � o = a) can (v mE �s 0 ys � cn a s i c cca N �o >s ° °.� s.0 ac)wV) ycsa -Ou in E y �sst > n cca+ rn� u °gam 0 c o a c y NLA _ u sya= w c o c u c o c �u> °ax o��c>aa c� a� aJ mps c�6 N °s X U O 0'c u c Q IL E y a) m O O N O V N E cd CO 2 OLo c "6 — m E FL N +` c� a) c u � ° � O � —U °�c.Ea'uEv E° O Ln 3cd 'D E0 0 t p a y 0_rz-0iLL Q O Q v E 4A s O U N "° " O c° iC "O O +' c a u O o> �� E c T o= �Ewc6 °a)+ �a)cn =O "- * 0-0 c a- y -0-0 U ate+ o N LA -° 0 o� s "a .� FL Ocn�Q2:Q >s> ucb 'rna)Vc a-asmQ�a)m vc, o E s cn - .-= = 0s vi N c° o N E 3 o a� c u> ro� >,3 E+� Es v�i u co�+� c-0 i 0 N i _Tcn O i O ro ° - OD E u°m uCL ai -0 i f z N VJ CA u 0 0 M N a-J l/1 N M C Q N U .E m M 00 O� M Ln Lf1 M � M 00 LL .� • U O Lu Team Resumes Fugleberg Koch Davidson Engineering Hennessy Construction Services Nelson Mullins Riley & Scarborough LLP 3 Q2 Eq �i �i t �i i N D U N U Q LL F" W O 04 a V Z W W 0 C9 V O a X h a uj CL a 0 a 04 W W v U N O L^ 1 L L � U L O U o� co M � N � � Q } � L Q W O Q N N 0, S L E j Q � c DI p � O �o N r-I O CD >' N LO N O -4- 3 � Q DE DAVIDSON E N G I N E E R I N G ESTABLISHED 1997 1'- DAVIDSON ENGINEERING (DE) HAS BEEN IN BUSINESS SINCE 1997 AND HAS A PROVEN TRACK RECORD OF SUCCESS IN GETTING THE JOB DONE FOR OUR CLIENTS. DE was founded by Jeff Davidson, P.E., a local native to Collier County, more than 25 years ago. He has directed the growth of Davidson Engineering into a multi- disciplinary firm providing quality Civil Site Design, Land Planning and Permitting Services for projects throughout southwest Florida. While the firm has grown, Davidson Engineering remains accessible to clients and continues its "hands on" approach to all projects that the company works on to ensure a high level of client service. The strengths of the firm are based on a strong local knowledge and extensive experience designing projects and working with local, state and federal agencies to incorporate workable solutions for our client's. Areas of Expertise • Conceptual Engineering and Site Planning • Site Development Plan (SDP) Design and Permitting • Construction Engineering Inspections (CEI) • Construction Project Management and Administrative Services • Construction Cost Estimating / Bid Review • Roadway Design, Re -alignment and Extensions • Stormwater Management Design • Right of Way / FDOT Design and Permitting • Zoning and Engineering Feasibility Studies • Paving, Grading and Drainage Improvements • Utilities (Water and Wastewater) Engineering • ADA Site Compliance Assessments • PUD Studies and Monitoring Reports • Pedestrian and Sidewalk Improvements • Overall Site Remediation Q i DAVIDSONENGINEERING//4365 Radio Road Suite201 Naples, FL34104 239.434.6060 www.davidsonengineering.com DE DAVIDSON E N G I N E E R I N G ESTABLISHED 1997 �■ Ryan White, P.E. Project Manager Ryan White joined Davidson Engineering, Inc. in July 2004. An accomplished professional engineer and native to the Naples area, Ryan White has over 20 years of experience in site design and permitting on a multitude of private and public sector projects. While at Davidson Engineering, Ryan has managed and permitted numerous projects ranging in size for both, public and private clients. Throughout the course of these projects Ryan has gained extensive knowledge of local and state developments codes and has earned the respect from staff at Collier County, Florida Department of Environmental Protection, and South Florida Water Management District. He has served as a local design representative of the Collier County Utility Standards Committee, a position he was asked to join by local government staff. Education B.S. Civil Engineering University of Central Florida Licenses Professional Engineer (FL) License No. 67400 Memberships Florida Engineering Society American Society of Civil Engineers National Society of Professional Engineers Relevant Experience • Camden Cove Apartments - 288 Multi -Family Affordable Housing Apartments within a Planned Unit Development (PUD), Collier County • Regatta Landings - Gated Waterfront Community of 64 coach homes, Collier County • Moorings Park - 88-acre independent, assisted living and skilled nursing facility including six (6) mid rise residence towers, an operation center, clubhouse expansion, parking garages, and a 30-bed assistant living facility, City of Naples • Jumby Bay - Platted subdivision on 1.44 acres including nine (9) single family homes, City of Naples • Youth Haven - Privately funded facility featuring multiple cottages, group housing building, administration building and a day care center, Collier County • Botanical Place - 218 multi -family units with clubhouse and associated amenities on approximately 19.3 acres, Collier County • AVOW Hospice House - 6,600 sf multi -purpose building and a Youth Center including additional parking, stormwater modifications and infrastructure improvements, Collier County 9 Jeff Davidson, P.E. President DE DAVIDSON E N G I N E E R I N G ESTABLISHED 1997 Jeff Davidson founded Davidson Engineering in 1997 and serves as its President. He has directed growth of Davidson Engineering into a multi -disciplinary firm providing quality Civil Site Design, Land Planning and Permitting services for projects throughout southwest Florida. He has had the pleasure of working for both private and public sector developments including site design and permitting for single family and multi family residential communities, commercial office buildings, medical facilities, several public and private school campuses, affordable housing communities, assisted living facilities and governmental facilities. While the firm has grown, Jeff remains accessible to clients and continues his "hands on" approach with all Collier County projects that the company works on in order to ensure a high level of client service. Education B.S. Civil Engineering University of South Florida Licenses State of Florida Professional Engineer License No.47161 Memberships Florida Engineering Society American Society of Civil Engineers Relevant Experience • Camden Cove Apartments - 288 Multi -Family Affordable Housing Apartments within a Planned Unit Development (PUD), Collier County • Regatta Landings - Gated Waterfront Community of 64 coach homes, Collier County • The Gables - Small Residential Subdivision with seven (7) two-story single family residences, City of Naples • Moorings Park - 88-acre independent, assisted living and skilled nursing facility including six (6) mid rise residence towers, an operation center, clubhouse expansion, parking garages, and a 30-bed assistant living facility, City of Naples • Youth Haven - Privately funded facility featuring multiple cottages, group housing building, administration building and a day care center, Collier County • Botanical Place - 218 multi -family units with clubhouse and associated amenities on approximately 19.3 acres, Collier County • AVOW Hospice House - 6,600 sf multi -purpose building and a Youth Center including additional parking, stormwater modifications and infrastructure improvements, Collier County • Valencia Golf and Country Club - Single Family Residential Community including an 18-hole golf course, clubhouse facility and community pool located within a Planned Unit Development (PUD), Collier County p(?� Ron DeSantis, Governor Melanie S. Griffn$ecretary F B P E I LORID ABOARD Oi ;? STATE OF FLORIDA BOARD OF PROFESSIONAL ENGINEERS THE PROFESSIONAL ENGINEER HEREIN IS LICENSED UNDERTHE PROVISIONS OF CHAPTER 471, FLORIDA STATUTES DAVIDSON, JEFFREY L 4365 RADIO ROAD SUITE 201 NAPLES FL3410�* .NAPr L . a.' ... 104 LI f3 §RR: 61 EXPIRATION DATE' FEBRUARY 28, 2025 Always verify licenses online at MyFloridaLicense.com Do not alter this document in any form. 0 This is your license. It is unlawful for anyone other than the licensee to use this document. Ron DeSantis, Governor Melanie S. GCIln,l,,eA F B P E :.� FLMM BOARD OF STATE OF FLORIDA ras BOARD OF PROFESSIONAL ENGINEERS THE PROFESSIONAL ENGINEER HEREIN IS LICENSED UNDERTHE PROVISIONS OF CHAPTER 471, FLORIDA STATUTES WHITE, RYAN ALAN 27280 BARBAROSA STREET , BONITA SPRINGS� FL 34135 LICENSE NUMBER: PE67400 EXPIRATION DATE: FEBRUARY28,2025 Always verify licenses online at MyFloridaLicense.com Do not alter this document in any form. a r This is your license. It is unlawful for anyone other than the licensee to use this document. COLLIER COUNTY BUSINESS TAX BUSINESS TAX NUMBER: 030017 COLLIER COUNTY TAX COLLECTOR - 2800 N. HORSESHOE DRIVE - NAPLES FLORIDA 34104 - (239) 252-2477 VISIT OUR WEBSITE AT: www.colliertaxmlecmr.com THIS RECEIPT EXPIRES SEPTEMBER 30, 2023 LOCATION: 4365 RADIO RD#201 DSPLAY AT PLACEB GR C FAILURE TODO SOIS CONTRARY TO LOCAL I-AWION. S Ov ZONED: INDUSTRIAL SIC 8711 BUSINESS PHONE: 434-6060 STATE OR COUNTY LIC p: 00009496 �``� — � �I � DAVIDSON ENGINEERING, INC. Q orpwation _ V DAVIDSON ENGINEERING, INC. 4365 RADIO RD #201 NAPLES, FL 34104 CLASSIFICATION: ENGINEERING BUSINESS -THIS TAX IS NON-REFUNDABLE- /2022 CLASSIFICATION CODE: 03600101 �y - 0 DATE 07/OS30.00 y. ,( AMOUNT 30.00 This document s a business tax only. This is not certification that Iicens'€b ispp�li d. 1�� ((``�� ` RECEIPT W W W-23-00047005 It does not permit the licensee to violate any existing regulatory zoning laws &m `Y_r rrb, t lies nor does it exempt the licensee from any other taxes or permits that may be required by law. STATE OF FL40RIVA RTMENT OF BUSI1! 4AND PROFESSIONAL RIECSULATI BOARD QF` PRQsFESSIONAL- Et1GINEERS T"E EHGINE£ i3U51IVES5l IER£It11S ALIiHORIZEO UNaER YHE PROVIS�'f�Qi CriAPT£Rnil.ft_ORI0ASTATUTES DAVIOSC)N ENGINEERING, .. ��YY 33}} 4-W$ RAL7T0 ROftp STE 202 ._--: '• HAP LIES FL 34104 r �CUMENT# P97000080247 City Name: DAVIDSON ENGINEERING, INC. Trent Principal Place of Business: 5 RADIO ROAD, SUITE 201 ILES. FL 34104 rrent Mailing Address: 55 RADIO ROAD, SUITE 201 PLIES, FL 34104 US Number: 65-0783164 1e and Address of Current Registered Agent: DSON, JEFF L HUNTERS ROAD -ES. FL 34109 US FILED Jan 30, 2023 Secretary of State 4836571949CC Certificate of Status Desired: No above named entity submits this statement for the purpose of changing its registered office or registered agent, or both, in the State of Florida. 3NATURE: Electronic Signature of Registered Agent Date for Detail P Title VP, TREASURER, SECRETARY DAVIDSON, JEFF L Name DAVIDSON, LEAETTA M 6620 HUNTERS ROAD Address 6620 HUNTERS ROAD NAPLES FL 34109 City -State -Zip: NAPLES FL 34109 HENNESSY CONSTRUCTION ICES HENNESSY CONSTRUCTION SERVICES COMPANY INFORMATION Hennessy Construction Services Corp. 2300 22nd Street North, St. Petersburg, Florida 33713 License Number: CGC1526056 Mark Stalker, Owner/President (since 2017) ph (727) 821-3223 x136 / f (727) 822-5726 mstalker@hcsfl.com FIRM HISTORY The firm was established in 1920. In 2014 Mr. Mark Stalker assumed the role of President and in 2017 purchased the company from Bronson Alexander. 1920-1948: A.P. Hennessy 1948-1975: A.P. Hennessy & Sons 1975-1986: Dara-Hennessy Construction Company 1986-present: Hennessy Construction Services Corp. Detailed firm history is located on the following page. FIRM SIZE 47 Employees (16 in -office, 31 on job sites) EXPERIENCE & BACKGROUND Based in St. Petersburg, Hennessy Construction Services has projects throughout the Tampa Bay region and the state of Florida. Our current primary focus is on Construction Management projects, but we have an extensive resume of General Construction and Design/ Build projects as well (dating back to 1920). Some well- known examples are: • St. Mary's Church, 1926 • St. Paul's High School, 1948 • St. Petersburg Museum of Fine Arts, 1964 (and Hazel Hough Addition, 2008) • St. Anthony's Cancer Care Center, 1992 • Tampa -Hillsborough Expressway Authority Transportation Management Center (THEA), 2005 • St. Pete Beach Community Recreation Center Renovation & Addition, 2007 • Pinellas Co. Public Works Operations Building & Vehicle Storage Building (PWERB), 2010 • New Port Richey Recreation & Aquatic Center, 2018 • Mary Bethune Senior Apartments Renovation, 2020 11I I VI F.l Ok Hennessy Corporate Office circa 1960 Jim & Heather Gills YMCA Tampa Catholic High School Gymnasium Renovation & Addition 2300 22nd Street North, St. Petersburg, FL I p (727) 821-3223 1 f (727) 822-5726 1 HCSFL.com HENNESSY HISTORY HENNESSY TODAY A history rich in tradition began in 1920 when a young Irish immigrant, AEneas P. Hennessy, moved his family to St. Petersburg and founded a new company, A.P. Hennessy. A.P. Hennessy's first major project was for the Catholic Diocese, a new cathedral in downtown St. Petersburg, St. Mary's Church, which is still serving the community today. In 1948, when AEneas' sons, Tom and Kell, came to work with their father, the company became A.P. Hennessy & Sons, Incorporated. In 1975, due to union and open shop labor competition a new company was created for open shop labor contracts, Dara-Hennessy Construction Co. COMMUNITY INVOLVEMENT The Hennessy family retained control until 1983, when Ken Hall purchased the company and in 1986, the name was changed to Hennessy Construction Services Corp. In 2014, Mark Stalker was promoted to president and in 2017 purchased the company from Bronson Alexander. Under Mark's leadership the company continues to thrive, establishing itself as one of the Tampa Bay area's premier, quality -oriented contractors. Hennessy is a stable, close-knit group, with many working for the company for more than ten years. With a focus on customer service and satisfaction, Hennessy has completed more than $388m in construction projects since 1998, much of it with repeat clients. Some of the more notable projects include St. Anthony's Hospital, Jim & Heather Gills YMCA, St. Petersburg Catholic High School, Don Cesar Beach Resort, Mahaffey Theater, the Sundial, and the Museum of Fine Arts. Hennessy Construction takes great pride in our community and our role as a responsible corporate citizen. Our employees volunteer their time and talent to a number of organizations in the area. Hennessy also builds needed projects for no fee (or sometimes even at no cost) to the charitable organization, as well as assists with their various fundraising efforts. 2300 22^d Street North, St. Petersburg, FL I p (727) 821-3223 1 f (727) 822-5726 1 HCSFL.com I "uC\1\1C64+V Ron DeSantis, Governor dHarit,r STATE OF FLORIDA DEPARTMENT OF BUSINESS AND PROFESSIONAL REGULATION Melanie S. Griffin, Secretary CONSTRUCTION INDUSTRY LICENSING BOARD THE GENERAL CONTRACTOR HEREIN IS CERTIFIED UNDER THE PROVISIONS OF CHAPTER 489. FLORIDA STATUTES NIELSEN, KENNETH KUDSK HENNESSY CONSTRUCTION SERVICES CORP. 2300 22ND STREET NORTH ST. PETERSBU��ReGFL 33713 �/ iA =- x", LICENSE NUMBER: CGC1526056 EXPIRATION DATE: AUGUST 31, 2024 Always verify licenses online at MyFlorida License.com Do not alter this document in any form. This is your license. It is unlawful for anyone other than the licensee to use this document. State of Florida Department of State I certify from the records of this office that HENNESSY CONSTRUCTION SERVICES CORP. is a corporation organized under the laws of the State of Florida, filed on March 19, 1975. The document number of this corporation is 472138. I further certify that said corporation has paid all fees due this office through December 31, 2023, that its most recent annual report/uniform business report was filed on January 4, 2023, and that its status is active. I further certify that said corporation has not filed Articles of Dissolution Given under my hand and the Great Seal ojthe State ojFlorida at Tallahassee, the Capital, this the Fourth day of January, 2023 • aon wE'c�' Secretary Of talc' Tracking Number: 4651305998CC To authenticate this—tifcate,visit the following sW,c.t., this number, and then follow the instructions displayed. https://—ices.sunbiz.org/Filings/CertificateOtStatus/Cenificat,Authentication AFI PINI,'H.AS COUNTY CONSTRUCTION (2) [,ICENSING BOARD THIS CERTIFIES THAT Kenneth Kudsk Nielsen DBA llennessy Construction Services Corp STATE CERT # I-CGC1526056 HAS FILED HIS/TIER LICENSE AND PROOF OF REQUIRED LIABILITY AND WORKIiRS' COMPENSATION INSURANCE WITH THIS BOARD. IN 6001) STANDING UNTIL, September 30, 2023 DATE OF ISSUANCE 07/29/2022 WHY CHOOSE HENNESSY CONSTRUCTION Team Approach. We believe in a Team approach and that clear communications between all project team members is the key to success. Hennessy's president, Mark Stalker, personally monitors the entire construction process to ensure a flow of communications is established with your key representatives and everyone is fully informed of the progress. Experience. With 100+ years of construction experience, our consistent attention to detail and high -quality workmanship have been instrumental in building a foundation of trust with our clients. Our reputation for providing projects completed on time and within or below budget ensures a large base of repeat business and referrals from satisfied clients. Creativity. Our creative process begins with a LEADERSHIP St. Petersburg based for 100+ yrs St. Petersburg community leaders Local knowledge Experienced project team Owner involvement in project keen sensitivity to your needs and most importantly, your budget. As simple as it may be, we take the time to listen to your objectives and make those objectives our own. We take a pro -active approach to solving problems and achieving goals. Promises Kept. Providing service beyond what was contracted for and being responsive and adaptive at every level is top priority for each Hennessy team member. Peace of Mind. Hennessy invites you to be involved in the construction process. Our door is "always open" to you and open book accounting, reliable record keeping and coordination with other disciplines means there will be "no surprises." We want your construction experience to be a positive one. MANAGEMENT ADMINISTRATION Continuity of team Procore Project Management Timely communication Microsoft Project Scheduling Attention to detail StarBuilderJob-cost Accounting Thorough follow-through WinEst and iSgFt Estimating Team approach Monthly progress reports Open book approach Weekly project team & sub meetings 2300 22^d Street North, St. Petersburg, FL I p (727) 821-3223 1 f (727) 822-5726 1 HCSFL.com Mark Stalker PRESIDENT x�. EDUCATION University of Florida, Bachelor of Building Construction CREDENTIALS & CERTIFICATIONS ' 14 years with Hennessy Construction Ire, 41 years of construction experience in Tampa Bay State of Florida Certified GC Ken Nielsen VICE PRESIDENT I SAFETY DIRECTOR EDUCATION St. Petersburg College, Building Construction Program CREDENTIALS & CERTIFICATIONS 14 years with Hennessy Construction 37 years of construction experience Coast Guard Captains License OUPV State of Florida Certified GC Craig Hendrickson PRECONSTRUCTION SERVICES MANAGER/ SENIOR ESTIMATOR EDUCATION VA Polytechnic State University Master of Architecture Bachelor of Architecture CREDENTIALS & CERTIFICATIONS 8 years with Hennessy Construction 18 years of construction experience AZ I CO I FL I NM I VA I WA Market Experience VI EXPERIENCE Mark Stalker, a native of St. Petersburg, has built some of the largest projects in the area, most notable as the Project Manager for construction of Raymond James Stadium. Mark's familiar with design/build, construction management and general contracting project delivery methods. He leads day-to-day operations and pre -construction functions. His involvement with a project starts with early design and estimating phases, through start of construction. EXPERIENCE In 2009, Ken Nielsen joined Hennessy, only his third employer during his 31+ years construction career. He's worked not only as a superintendent, but also as an estimator and project manager. And, his experience includes everything from tenant build -out of a doctor's office to 6-story, 33,000 sf condominiums. In 2014, Ken was promoted to Vice President of Operations. He monitors the progression and quality of construction on all projects, ensuring that all contract obligations are met for our clients' complete satisfaction. EXPERIENCE Craig joined Hennessy in 2015 and has experience as a project manager and estimator which compliments his architectural education from Virginia Tech. Craig can provide full pre -construction management services including conceptual development, estimating, value engineering/ cost analysis, subcontractor pre -qualification and bid packaging. He has managed both negotiated & selective bid commercial building projects and maintains an excellent rapport with clients. 2300 22^d Street North, St. Petersburg, FL I p (727) 821-3223 1 f (727) 822-5726 1 HCSFL.com COMPANY ORGANIZATIONAL CHART ACCOUNTING Moira Dietrichsen Controller Kim Kline-Sassman Staff Accountant Christine Sheffler Staff Accountant Karen Barry A/P, Staff Accountant Assistant Carla Olstrom A/P Assistant Mark Stalker President PRECONSTRUCTION Craig Hendrickson Director of Preconstruction John Hess Estimator Brian Jarrell Estimator Jennifer Lind Estimator SUPPORT Amy Wachowiak, Executive Assistant John Irvin, Director of Project Development Casey Crone, Marketing Coordinator PROJECT MANAGEMENT Joel Leonard Wendy Miskewich Jim Drake Keith Hartsfield Alan -Anthony McClellan Neil Scully ADMINISTRATIVE Deb McWilliams Cyndi Turnage 7 ENGINEERS Brad Juno Joy Pendergraph Wyche Kevin Stalker Diana Tyska-Ossi Ken Nielsen VP of Operations & Safety Director SUPERVISION Bruce Sanders Tom Canning Monty Delello Omar Fiffe Jerry Gaitley Donnie Green Ed Grubbs Heath Hardee Randall Hart Troy Kerr Scott Lowrance Joe Natale Randy Taylor Jeff Willich FIELD SUPPORT Glen Domchick Adrian Gomez Nick Hernandez Hunter Jones Carlos Ortiz Larios Joe Seeley QUAL. CONTROL/ WARRANTY MGR. Sam Hill 2300 22^d Street North, St. Petersburg, FL I p (727) 821-3223 1 f (727) 822-5726 1 HCSFL.com I "uInILI0,1InC%c+v Mark Stalker President Ken Neilsen VP of Operations/Safety Director Craig Hendrickson Director of Preconstruction John Hess Senior Estimator Brian Jarrell Estimator Jennifer Lind Estimator Joel Leonard, 11, LEED AP Senior Project Manager Wendy Miskewich, LEED AP Senior Project Manager Jim Drake, Jr. Project Manager Keith Hartsfield, III Project Manager Alan -Anthony McClellan Project Manager Neil Scully Assistant Project Manager Brad Juno Project Engineer Joy Pendergraph Wyche Project Engineer Kevin Stalker Project Engineer Diana Tyska-Ossi Project Engineer Sam Hill Quality Control/Warranty Mgr. Bruce Sanders Senior Superintendent Tom Canning Superintendent Monty Delello Superintendent Omar Fiffe Superintendent Jerry Gaitley Superintendent Donnie Green Superintendent Ed Grubbs Superintendent Heath Hardee Superintendent Randall Hart Superintendent Troy Kerr Superintendent Scott Lowrance Superintendent Randy Taylor Superintendent Jeff Willich Superintendent 41 years/14 at HCS Office 37 years/14 at HCS Office 18 years/8 at HCS Office 25 years/4 at HCS Office 23 years/2 at HCS Office and Field 10 years experience Office and Field 27 years/10 at HCS Office and Field 31 years/31 at HCS Office and Field 20 years/10 at HCS Office and Field 39 years/4 at HCS Office and Field 11 years/6 at HCS Office and Field 9 years/4 at HCS Office and Field 6 years/3 at HCS Office and Field 21 years experience Office and Field 5 years/5 at HCS Office and Field 7 years/5 at HCS Office and Field 32 years/3 at HCS Field 43 years/5 at HCS Field 48 years/21 at HCS Field 48 years/7 at HCS Field 19 years experience Field 27 years experience Field 22 years/2 at HCS Field 23 years experience Field 9 years experience Field 10 years experience Field 28 years/21 at HCS Field 22 years/7 at HCS Field 38 years experience Field 10 years experience Field I "uC\I\ICC%c+v USI Insurance Services 6100 Fairview Drive Suite 1400 Charlotte, NC 28210 www.usi.com Tel:704.543.0258 April 5, 2023 RE: Our Client: Hennessy Construction Services Corp. To Whom It May Concern: We have been asked by Hennessy Construction Services Corp. to share with you their ability to secure bonding. Their current bonds are written through American Alternative Insurance Corporation. Their current bonding capacity for single jobs is in the $30,000,000 range, with an aggregate work program of $90,000,000. We consider Hennessy Construction Services Corp. to be one of the more outstanding contractors in this area and we recommend them highly. Hennessy Construction Services Corp. is well managed, capably staffed and sufficiently financed to process the work they are bidding. American Alternative Insurance Corporation would be most willing to provide a Performance and Payment Bond, in the event Hennessy Construction Services Corp. is awarded and enters into a Contract satisfactory to all parties. Please note that the decision to issue Performance and Payment bonds is a matter between Hennessy Construction Services Corp. and American Alternative Insurance Corporation and will be subject to our standard underwriting at thetime of the final bond request, which will include but not be limited to the acceptability of the contract documents, bond forms and financing. We assume no liability to third parties or to you if for any reason we do not execute said bonds. American Alternative Insurance Corporation has an A.M. Best Financial Strength Rating of "A+" (Superior) and a Financial Size Categoryof XV ($2 Billion or greater). Sincerely, Digitally signed by Jennifer C. Hoehn M cn=Jennifer C. Hoehn ,-Jennifer Hoehn c=US United States 1=U5 United States Reason: am the author of this document Location: Date: 2023-04-05 15:24-04:00 Jennifer C. Hoehn Surety Account Executive Property & Casualty • Employee Benefits • Personal Risk • Retirement Consulting The USI ONE Advantage' ■ ■ ;Lei Okla I ;Lei q Le MULTI -FAMILY CONSTRUCTION EXPERIENCE Astoria, G4708 Bradenton, FL New 120 08/2024 The Cadenza at Hacienda, G4702 Naples, FL New 160 04/2024 Riverview 6, G4710 Bradenton, FL New 80 04/2024 Orchid Lake Apartments, G4705 Cocoa, FL New 90 03/2024 Arbor Park Apartments, G4700 North Port, FL New 136 01/2024 The Enclave Apartments, G4696 Eatonville, FL New 96 01/2024 Gardens Apartments, M4695 Tallahassee, FL Rehab 11/2023 Innovare Apartments St. Petersburg, FL New 51 11/2023 Seminole Square, G4706 Largo, FL New 96 11/2023 College Arms Towers, M4694 Deland, FL Rehab 10/2023 The Allegro at Hacienda, G4690 Naples, FL New 160 08/2023 Harmony on Santa Barbara, G4692 Naples, FL New 82 06/2023 Park Ridge Apartments, G4682 Mulberry, FL New 96 05/2023 Shoreline Villas Apartments, G4678 Ft. Walton Bch, FL New 72 09/2022 Sunrise Point Ph IV, M4641 St. Petersburg, FL New 52 10/2021 Elements on Third, Bldg. 4, G4664 St. Petersburg, FL Rehab 80 06/2021 Lafayette Gardens Apts, G4673 Tallahassee, FL New 96 06/2021 Valencia Grove II Apartments, G4670 Eustis, FL New 110 06/2021 Elements on Third, Bldg. 5, G4664 St. Petersburg, FL New 45 03/2021 The Gathering at Arbor Green, G4648 Newberry, FL New 255 01/2021 Mary Bethune Apartments, G4651 Tampa, FL Rehab 150 09/2020 Oaks at Lakeside, G4660 Bradenton, FL New 96 09/2020 Osprey Pointe Apartments, G4649 Dade City, FL New 110 06/2020 The Addison, G4634 Bradenton, FL New 90 08/2019 Hammock Ridge Phase II, G4632 Spring Hill, FL New 92 06/2019 Chesapeake Apartments, G4617 Dunedin, FL New 44 05/2019 Douglas Gardens, G4621 Pembroke Pines, FL New 110 04/2019 Freedom Gardens II, G4624 Brooksville, FL New 94 03/2019 2300 22^d Street North, St. Petersburg, FL I p (727) 821-3223 1 f (727) 822-5726 1 HCSFL.com ;Lei Okla I ;Lei q Le MULTI -FAMILY CONSTRUCTION EXPERIENCE Hammock Ridge Phase I, G4603 Spring Hill, FL New 104 02/2018 Park at Wellington, Phase II, G4593 Holiday, FL New 110 02/2018 Park at Wellington, Phase I, G4591 Holiday, FL New 110 08/2017 Freedom Gardens, G4584 Brooksville, FL New 96 06/2017 Bay Breeze, M4543 St. Petersburg, FL New 40 11/2016 Valencia Grove, G4572 Eustis, FL New 144 03/2016 Whispering Palms, G4549 Largo, FL New 63 11/2015 Sand Pebble Court Apts, G4564 St. Petersburg, FL Rehab 18 10/2015 Boley Broadwater Place Ph4, G4503 St. Petersburg, FL New 10 07/2015 Cypress Pointe, G4517 St. Petersburg, FL New 26 02/2014 Aqua Apartments, G4495 Tampa, FL Rehab 196 12/2013 Boley Sunset Point Apts, G4507 Clearwater, FL New 14 11/2013 540 Town Center, G4490 St. Petersburg, FL Rehab 145 10/2013 Magnolia Court Apartments, G4499 St. Petersburg, FL New 26 09/2013 Boley Broadwater PI Ph1&3, G4503 St. Petersburg, FL New 14 08/2013 Boley Arlington Avenue Apts St. Petersburg, FL New 16 04/2011 Boley Twin Brooks Ph II, G4507 St. Petersburg, FL New 28 03/2011 Palm View, M4387 St. Petersburg, FL Rehab 101 08/2010 Suncoast Manor Villas St. Petersburg, FL Rehab 6 07/2010 Bahama Place, M4366 St. Petersburg, FL New 20 09/2009 Jamestown Apartments, M4304 St. Petersburg, FL New 21 03/2008 Palms, M4273 St. Petersburg, FL New 6 12/2007 Sunrise Point Hammock Ridge -s' t � Harmony on Santa Barbara 2300 22^d Street North, St. Petersburg, FL I p (727) 821-3223 1 f (727) 822-5726 1 HCSFL.com J)HENNESSY CONSTRUCTION SERVICES 2300 22nd Street North St. Petersburg, FL 33713 Ph (727) 821-3223 CGC1526056 1 HCSFL.com NELSON ill MULLINS Roman Petra Partner 390 North Orange Avenue T 407.669.4247 Suite 1400 F 407.425.8377 Orlando, FL 32801 roman. petra@nelsonmulli ns.com Roman concentrates his legal practice on commercial real estate transactions, representing developers and funds. Most of the transactions include sophisticated and complex real estate matters with numerous layers of equity and debt financing. He frequently represents clients who are raising capital through private placements. Roman advises clients on different facets of commercial real estate transactions, from raising capital to tax matters, including acquisition, construction, development, disposition (single asset and portfolio), financing, management, and zoning matters. He is also well versed in alternative capital formation options, including private investments, crowdfunding, online platforms, and Regulation A+. Roman has earned his CREO designation, one of the highest recognitions in the real estate professionals industry. In 2013, he received the national Certified Commercial Investment Member (CCIM) designation from the CCIM Institute. He is a graduate of the CCIM's 2014 Jay W. Levine Leadership Development Academy. He also holds a real estate license as a broker -associate and has been a Florida Realtor0 faculty member. Experience Education Harvard University, Graduate School of Design, AMDP (2022) Georgetown University Law Center, LLM, Taxation (2003) University of Miami School of Law, LLM, Real Property Development (2000) Valparaiso University School of Law, JD, cum laude, senior honors (1999) Illinois College, BA, summa cum laude (1996) Admissions Florida District of Columbia Following is a selected sampling of matters and is provided for Illinois informational purposes only. Past success does not indicate the likelihood of success in any future matter. U.S. Tax Court 1 Copyright ©2023 Nelson Mullins Riley & Scarborough LLP— Attorneys and Counselors at Law. All rights resereed For informational purposes only. Past success does not indicate the lilelihood of success in any future legal representation. NELSON ill MULLINS • Counsels clients seeking to create and raise capital through Qualified Opportunity Funds per the recently enacted Opportunity Zone program • Drafts and reviews purchase and sales agreements (PSAs) and complex leases for either undeveloped land, or income producing assets, of either single -tenant, or multi -tenant facilities • Attends to matters regarding title insurance, survey and property rights (e.g., easements, rights -of -way, licenses) • Prepares and negotiates various agreements and performs the necessary due diligence to maximize the benefits for clients • Reviews and advises on various construction matters, from contracts (fixed price/lump sum and cost plus) to construction lien and bond disputes • Plans and structures tax-free exchanges (1031) of like -kind property used either in trade or business, or held for investment, from real estate (i.e., tangible and development rights) to intangible assets (i.e., PSA); transactions include deferred forward and reverse exchanges • Advises on regulatory requirements that affect real estate transactions, from capital reserve requirements to the Community Reinvestment Act (CRA) • Regularly provides counsel to his clients on confidentiality agreements, joint ventures (JV), development agreements, entity selection, licensing, organizational structuring, non- disclosure agreements, ownership, and securities • Prepares formations Recognitions The bar rules of some states require that the standards for an attorney's inclusion in certain public accolades or recognitions be provided. When such accolades or recognitions are listed, a hyperlink is provided that leads to a description of the respective selection methodology. • The Best Lawyers in America®, Tax Law (2023) • AV® Preeminent TM Peer Review Rated by Martindale - Hubbell • Florida Legal Elite by Florida Trend magazine (2015-2016) • Listed in the Bond Buyer's Municipal Marketplace, a Red Book Directory ROMAN PETRA PARTNER Practice Areas Affordable Housing & Tax Credits Blockchain & Digital Currency Opportunity Zones Private Equity Public Finance Real Estate Capital Markets Industries Banking & Financial Services Real Estate 2 Copyright ©2023 Nelson Mullins Riley & Scarborough LLP— Attorneys and Counselors at Law. Al rights resereed. For informational purposes only. Past success does not indicate the lilelihood of success in any future legal representation. NELSON M IULLII Professional Activities • Certified Commercial Investment Member (CCIM) • Counselors of Real Estate (CRE) • Central Florida Commercial Association of Realtors (CFCAR) Articles & Speeches Insights ROMAN PETRA PARTNER The U.S. Commercial Real Estate Market Remains Strong Despite Global Economic Concerns, National Real Estate Investor - Author (September 19, 2019) EventslSpeaking Engagements 1-4 Commercial Corridor Conference - Moderator (June 28, 2019) 2019 CCIM Florida Chapter Mid -Year Commercial Real Estate Update - Moderator (May 9, 2019) Alligood, Petra, and Rich Form Panel at 2019 Florida Rural Economic Development Summit - Co -Panelist (February 11, 2019) Opportunity Zone Information Session: Update on Opportunity Zones - Panelist (January 17, 2019) Roman Petra Participates in Opportunity Zones Panel at Texas Affordable Housing Conference - Panelist (July 24, 2018) 3 Copyright ©2023 Nelson Mullins Riley & Scarborough LLP— Attorneys and Counselors at Law. 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[rrY:vfc 7.y•g,p� SEEKING THE LOCAL GOVERNMENT AREA OF OPPORTUNITY FUNDING Loans Made in Conjunction with FHFC RFA 2023-201 Application Opens: July 19, 2023 Applications Due: 12:OOPM August 11, 2023 The Collier County Board of County Commissioners (the "County") announces the availability of funds and is requesting applications for the consideration of providing local government support for qualified multifamily housing developments which meet the goals of the County and comply with applicable federal and state law. The County has adopted the following guidelines to set forth the general requirements and procedures that apply to the financing of multifamily housing developments. The County may waive specific provisions of these guidelines where good cause is shown and adequate supporting documentation is provided. Any waiver is at the sole discretion of the County. In addition, these guidelines may be amended, revised, repealed or otherwise altered by the County with or without notice. The County specifically welcomes requests for proposed alternative resident programs or development/unit features. All applications submitted will be reviewed by the County's Affordable Housing Advisory Committee, who will make recommendations to the County Manager. The County Manager will then decide whether or not to support commitment letters and loans providing Local Government Support for developments applying for FHFC funding and who are seeking the Local Government Area of Opportunity Funding, pursuant to Resolution No. 2019-207. Submission of an application does not entitle the Applicant to financing, even if sufficient funds remain. The County will not consider issuing commitment letters to provide financing for any development unless the applicant has satisfied the general requirements set forth in these guidelines, submits a timely, complete, and acceptable application and complies with all of the procedures and requirements contained within the County's application procedures and program guidelines. The County reserves the right to impose additional requirements on any particular development. Compliance with these guidelines does not and shall not create any right by an applicant to a commitment or assurance that the County will provide the requested financing. https://www.colliercountyhousing.com/public-notices/#Igao-funding 217 8/21/23, 1:40 PM Public Notices I Collier County Affordable Housing Co ter Co i4ty Community & Human Services Oivislon The maximum amount of the Local Government Support loans that may be applied for pursuant to this Notice of Fund Availability (NOFA) is the amount that will allow local projects to score the maximum points or preference for the Local Government Area of Opportunity Funding. THE COUNTY RESERVES THE RIGHT, AT ITS SOLE DISCRETION, TO NOT FUND ANY APPLICANT AT A LEVEL REQUIRED FOR THE LOCAL GOVERNMENT AREA OF OPPORTUNITY FUNDING. THE COUNTY ALSO RESERVES THE RIGHT TO MODIFY THIS NOFA PRIOR TO THE APPLICATION DEADLINE BASED UPON CHANGES TO FHFC RFA 2023-201 OR DECISIONS MADE BY THE COUNTY. All applications received will compete with each other and be selected by the County for the available funding. Applications will be reviewed against the criteria listed below and, if selected, each loan will be subject to the minimum loan terms stated below. NO CONTACT WITH BOARD OF COUNTY COMMISSIONERS AND/OR AFFORDABLE HOUSING ADVISORY COMMITTEE (AHAC) MEMBERS AFTER THE DATE THE NOFA IS ISSUED UNTIL THE AHAC MAKES ITS RECOMMENDATION TO THE COUNTY MANAGER. During this period, no Applicant, Applicant Agent and/or Representative may contact members of the Collier County Board of County Commissioners and/or AHAC members concerning their application, any other applicant's application, the merits of their firm, or any other aspect of the application and selection process. Violation of this prohibition will result in the disqualification of the Applicant and all of their developments. Applications related to FHFC RFA 2023-201 are due no later than 12:00 PM, Eastern Daylight Time, AUGUST 11, 2023. For more information, contact Kristi Sonntag, Director, Community and Human Services Division. SUBMISSIONS: An original and one (1) hard copy of the entire application, and a PDF of the application to: Collier County Government c/o Community and Human Services Division Kristi Sonntag, Director https://www. col I iercou ntyhousi ng. com/pu bl ic-notices/#Igao-funding 317 8/21/23, 1:40 PM Public Notices I Collier County Affordable Housing Co ter Co i4ty Community & Human Services Oivislom PDF MUST BE AT RESOLUTION LEVEL THAT PERMITS EMAILING APPLICATION GUIDELINES 1. PROJECT THRESHOLD CRITERIA Project must be located within Collier County, including both unincorporated County and within any municipality; Applicant must provide evidence of site control; Applicant must provide a set -aside of rental units equal to or greater than the standards for low-income Housing Tax Credits or applicable FHFC Program, as the case may be; Project must have evidence authorizing the use of the property for the proposed use; and, Applicant must commit to an affordability period of 99 years ; 2. PROJECT SELECTION CRITERIA Applicant's development and construction experience; 10 pts Experience and Quality of development team, 5 pts Applicant's management experience, or experience and quality of management company; 5 pts Financial feasibility to complete and operate the project (including, but not limited to, cost estimates, cash flows, debt service coverage ratios, the percentage of public monies requested compared to project cost; leveraging of public resources, including the requested County loan); 5 pts Applicant's performance and/or compliance (including any prior defaults) of any prior loans or contracts with Collier County; 15 pts The reasonableness of the cost of the development; 5pts Resident Programs; 5 pts https://www. col I iercou ntyhousi ng. com/pu bl ic-notices/#Igao-funding 4/7 8/21/23, 1:40 PM Public Notices I Collier County Affordable Housing Co ter Co i4ty Community & Human Services Oivislon Commitment o set -aside at -leas o of the units in the development to an a -i, population (Homeless, Seniors, Special Needs, Etc.); 7 pts Maximum Economic Impact; 3 pts Developments which provide a lift to the neighborhood, and could lead to additional revitalization and/or neighborhood improvement; 10 pts Proximity to public transportation, services, and employment; 5 pts Leveraging of County funds with other resources that could be used to meet the FHFC required contribution level, and leveraging of County funds with other funds to achieve greater impact on the community/neighborhood; 7 pts Ability to meet FHFC requirements for the contribution to be a part of permanent financing with minimum loan term; 3pts 3. LOAN TERMS: To be finalized at time of loan commitment. The following will apply to all County loans: The following loan terms shall apply: (a) Interest rate of 1 %; (b) the maximum term of the loan to be coterminous with the first mortgage, but not to exceed 30 years (and the minimum term necessary to meet FHFC requirements); and, (c) loan to be fully amortizing over a 30 year period, with a balloon payment due when the first mortgage is paid off or refinanced. The loan documents shall provide for the standard default provisions; and upon default, the loan shall accrue interest at the highest rate then permissible under Florida law from and after an event of default that remains uncured. Each loan shall be evidenced by a promissory note in the full -face amount of the Local Government Support and secured in its entirety by a subordinate lien mortgage, and shall include such other standard loan documents as necessary to evidence and complete the transaction. The loan shall not be disbursed until the following minimum due diligence is received and satisfactory (however, additional requirements may be necessary for the project): mortgagee title insurance policy (or a marked -down commitment for the same), boundary survey certified to the County, environmental site https://www.colliercountyhousing.com/public-notices/#Igao-funding 5/7 8/21/23, 1:40 PM Public Notices I Collier County Affordable Housing Co ter Co i4ty Community & Human Services J-v-sion implemented, and administered by the County. NOTE: APPLICANT MAY PROPOSE HIGHER INTEREST RATE AND/OR SHORTER AMORTIZATION PERIOD The loan amount for Applicants seeking a Local Government Area of Opportunity Funding loan will depend upon requirements detailed within FHFC RFA 2023-201. The following amount is subject to change. Currently, the requirement is anticipated to be $460,000. At the present, it is anticipated that HOME or SHIP funds will be used by the County. FUNDING LIMIT. Collier County will not provide more than $460,000 for the Local Government Area of Opportunity Funding or Amount Required by FHFC for LGAOF designation. 4. DISCLAIMER The County is taking no responsibility of Florida Housing Finance Corporation in their initial scoring, or in any scoring revisions that take place due to legal disputes between or amongst applicants in FHFC RFA 2023-201, will ultimately agree that the loan meets the requirements to achieve the points for the Local Government Area of Opportunity funding or to achieve the points for a local government contribution. The County is assuming NO LIABILITY if FHFC or any judicial or quasi-judicial body comes to another conclusion. If approved for a loan, and with that understanding, if you would like to have a local government contribution loan form executed by the County, please fill out the form and submit to both Sarah Harrington and Kristi Sonntag prior to the RFA submission deadline. 5. WAIVERS, ERRORS & RIGHT TO OBTAIN ADDITIONAL INFORMATION FROM APPLICANTS The County Manager reserves the right to waive any provision of the NOFA and/or the accompanying application. The County Manager reserves the right to waive any minor irregularity in the application, with the County Manager to be the sole entity to determine what constitutes a "minor irregularity". The County Manager also reserves the right to https://www. col I iercou ntyhousi ng. com/pu bl ic-notices/#Igao-funding 6/7 8/21/23, 1:40 PM Public Notices I Collier County Affordable Housing Co ter Co i4ty Community & Human Services Oivismn In order to contract with the federal government, businesses and agencies must complete the required registration with SAM. Registration is free and it takes 10 business days for your business or agency information to be verified with that from the IRS and Dun and Bradstreet. If awarded under this application process, you will be required to have a SAM number. Please visit https://uscontractorregistration.com/sam-registration/ to complete the registration process. Public Notice "One Year Action Plan and the Citizen Participation Plan Amendment OUR MISSION SITEMAP CONTACT Provide comfortable, safe, and attractive housing affordabilitt wpai®ons in Collier County 239-252-CARE (227 About OUR MOTTO Why Housing Affordability Mats 3339 East Tamiami l Ned Ho sing Building H, Room 21 Making our community stronger; one life, one home, one project at a ime Naples, FL 34112 Provide Housing Media Collier County does not discriminate on the basis of race, color, religion sex, gender, gene iJWftP@fR&coIIierc Additional Pesources expression, sexual orientation, marital status, national origin, ancestry, source of income, familial status, disability, genetic information, age, citizenship, primary language, or immigration status in the access to, admission into, or employment in, housing programs or activities. 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DATA SOURCE: H SING POLICY & ECONOM@ DEVELOPMENT. (AFFORDABLE HOUSING BWENTORYAS OF 7/25/2023) Map Date: 8/1212023 Groton Wreaemem .811F L ommoM oaawvn»m o.wmm.na a RD a m z O Davis BLVD N \- w e r s 0 1 2 4 6 \ Miles Ii' SEE IMMOKALEE INSET MAP 12 Immokalee RD C E m J:: 6ti Randall BLYD Oil Well RD • 60 � a m 3 Golden Gate BLVD E s O m � a e .. � m Im IM140KALEE INSET MAP Wp¢lox eT 33 36 g Pq 59 88 750 46 4i�Pi uaw Tre o ,pa aq q g 83134 10o k i Laka 6 9 1 Trafford C 61 WMaIn ST CR 846E 5 63 w 37 31 55 c °; a a E o °1 CF- u v v o o o o E wc, a x z o o Z Q O d N 3 ua) 0 Q of C 3 ao "O c ca C �, C . u O a) o Q o u v u N Cc O N in L L III a a .0 c a E o0i a E v •+� c Q *' pj Qj Or `ti Qj •y - L N 00 GD v Q �+ C y O O u ts c p tw to to ° ar v oo O O °u a s v a o= N 41 L = o v Y o Q a` 0 m ,o v 4 c a t c 0 GJ � � `o o a •v .Q o v ao co v cUc par 0 C° aOCIL a v c°Q. UQ EO o � 0) > m �o 0 E v i L~L 'a � .� ts v O O E p Q v~ .. ci p C a .= , z t tw v C co N v 3 3 N w � C a 3 0 C Q N U E � e +• O 'O E 0 Z > v° O_ OA N .01 O ui .a C C L .3 CL o cO� id � aa42 0 a O Qj z wl tm 4 v •N O N N GJ Q a°. ,O = .Q = O j 41 N C c p i a 4 a :° ao u O an 0 tin C0 = v u i v $ E a o c c (A a _ o x o o u 4. u °> v 3 a O O Q a s o c a-0 c 3 v O 'i CJ u u a N Q o a Qj `^ i C ° 7 u OJ �W'o °_ � c v v o = "a ar i N f6 J C = Y ap E L' ++ ZQj = ya W I► : N � O .� In .L L O p V to v O y y O s > L �•d v is Vf W i+ i+ > = to � �•+ Y_ N C a a. Ql V W i 'Z Q H 0 1 O ao 0 C 41 f6 N Q O -a 3 E O Qj U Q C W .0 co vYi 'v1 CL N G1 N N .5 L � a = N _ Cf 41 L O. a a -a V O O 0 E c, m c; a .. . o a — — o cx = a o E v N - o a o 3 Vi a v v a Q 0 O t N ; C c v tm O > v° E c O Q u i U 0 + 0 L tD a O Q= o o a u N> � v o v Q .° a 0 w a a 0 Z 3 O •w u t a 0 ° N o u o c °u �°tw' m ao a s v o 0 0 c v °' 0 °' o oui 0 > u •v 0 a v 0 O C O G1 G1 Q. C f9 C al CL T L O = c c O dp ++ a, +� Q u Q u > a a) r .� a •O •O ai L E u E s �' >Q �• H c -p s a)s 'a v Q = a CL Q o O Q to ¢ a� al Y u Q E v o °' o O s to wD 0 O Q E Q_ E a c aJ v a+ C O d U H H al � c oz N "> O 3 z a o m E a aJ wO s nO U v on co s = Y L y+ U — co L a) U CO a1 u c > to "0 U L '� O co "Q c L.L E Yo L 'Q aJ E i O Q � a1 n 4+ CL a) ° Q E E> UO. Q Q U o Q Q O > O O U UTO p CL 0 Ec a o O O cx O E a a1 N Q aJ `L° 7 L °-0 > o �+ v U v i 3 v S aj v°1, � O v m op �; v Y a E Q = on E w -a v O L a L "O O_ o c E 0 a c "6 3 0 a L u a) L L O_ a) a: U L +-' N CL w a) Q O tko O v C= O 0 O a� v ;° Q = C U O_ V7 m Q m E U p ' �N Q O C a E 3 a)0 m t E U 0 fCrn a y v E U m M 3 O on to y to N ) o N M v °�° o OD o c _ O� 3 _0 °N° O .r > o o Q.eo .� L o 3��;� Q N N 7 O Q� v M N> w u> a1 u i v+ o N O M C o 6 L p o U -O N c0 N d L o L U Q m C o 3 N O Q oD p t ,n 3 io "a = c L v - . c u c 'm c Q '� CLa= s N O J '2 3 ,s O Y O c c C c s Y i a1 ,[ E @= Y L U al o .2 o .2 o .LD (A G v O O O on on W p u 66 E v > ,-a CL w w w w Ea,Q cff CL 66 c 0- c 0- c CL = a) L O a > S N S N S N 2 h O O CL y 0 Q Q CL Q Q Q Q a a a, bb L U tuD O p LL V) O c o U > y to Q 00 c 0 Q 'n = c >.f6 O -0 m U — Q C [6 f6 t U fC a�i u :� on on 3 M v u o o 4' = o to W L kn c Q 7 s O U "O v Q L Q w WD L CL — v v v L Q 0= 00 c E c O x a ca -Q Y C of o Q_ -6 O "Q .� O 3 ar v 4) (n u >, v c a) y L c v c 0)E v c a) a)Q' u m = a, o EYa' 1O E to E ~ EY `~ E O u L: O O w c E a) O_ a1 W a) a1 p a 2 a a 3 a -0S Q U al oC � c m (n a- z u = oC p oc ¢U a M ei N cn m N O N Lf1 0 00 O Y O 3 ar w o c oa c .5 a, L 0 VI O O C �' a C aJ C � � Q L E° �u O v vv O_ E 0 d 41 Q 01 to a1 w 01 to C = a E a v o o ° S a 0 u u v a u E c Z5 °�° o o O o75 CL z z z a ° u Q O s c = -6 c c ar c O "° cc -° L L CL L L GW M O M M 7 Q CL O a+ °—u °1u m °u X = u O N ai �= c = c = c Z O v N Q Q p N O O O a) cl {n Y t0 p a1 Q *' C a1 Y O. C C •O �••� 4J Q ++ O ° E to u E m v CL Q O U a1 Q *' aJ Y O L p u CL O ° L O u N ++ L 3 Q L Q O Oq a, C O Q ho 4A V a) a1 Y Vf m M f6 a•+ a+ a1 fl_ 7 a1 i f0 aJ y n s s. N � cc m ° a01 C O to E <a••+ H c> N CL O_ S O_ Z N ucn c •� 3 a1 c° N fa y L r ° L 0) 5U v Q N Y � O L Q a1 ULl UO �>+ N Q UO i•+ y L >� (a a) 3 >O U (a',) m O N S O. 7 L C O OD O >CO • ° a� O o 07j p w a+ L u v .O c° c° 3 a, c p O O .� O .O C O O CL a) O p 0 0 p V O C p to oA 0 3 a s o> p Ou v 0OL = Q o a ° N a c a S Q Ln O_ 0 0 .� Q Q Z N S x a) m 2 L O " ao c � O CL 2 Q a > x a, a �• Y c6 L N s U Q CbD o V) -p c C o a1 L O 3 w o c o '�, c w o v o 0 _0Y mu a, p N L 7 w o a1to EC O C ° tIO o C Y L v w c O 3 >• •O o L v" i v C U U 7 Ou U U O Y r6 al v O_ t. to O. Y aJ C O .� O 7 w .� O 7 C vi •> C cL v O N E O O ; N Oc O ; O m Q *' ar m p U L O O "" "" c O > C fl_ Q i `w a) J `� a1 E bA � °�° u O O E°° o E 3 u J- u o `° u o v = 3 p a1 p a1 aJ •O a1 �n N C aJ O t � a u C > > U C tYa C aC 0 O p C a 0 0 0 U O' p > a) p C L E O p E L E a1 � N O a) L cc c o¢ w o a Ln u O_ u u a oc o L s 3 v oc ++ Ln co cm a>i cc O / § \ \ § § § § E 0 J® ¥ t J® 2® � c = / _ » _ / _ / g , E o f e 2 / \ CL \ 0 \ M CL / @ 2 ° ) ° 2 @ 2 § o — G0. » G » G — G E e E i E i E/ e C e C e C e CL _ 7 : u = g = u g r 7 = � M\ M\ �\ 7 & \ { \ \ \ \ \ / z\<g E K 2 2 z &<$ &<)\<{ m 2 o 0 o o/ o w 0 0 m « 5 « 5 m 5 CL E E e � e E e E£ 3 E( 3 E (3 E» 3 3&2 3&2 3&23&2 � 0 / ± @ 7 7 / 7 N . % § \ \ \ ( k / \ \ / 2 ; \ \ 0 E ƒ ` / 2 E § k 3 d E ( \ \ _ _ _ § § 2 / g q u Z u u u c CL 7 7 7 7 a a m / \ / \ m o c ? $ $ ) \ / k k \ C § > § « c 2 S 2 ± ( o o ) C0 E ° ° E\ k§ o c } ( 2 E� � Tj ƒ _ \ (� .- \ c c k / § ± 8±/± E/ U E% 7 ] u t N m Ln \ y / Q � 5 «