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Backup Documents 10/22/2024 Item #16A15 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE 16 A 15 Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. 2. Priscilla Doria Housing Policy & Economic PD 10/17/24 Development 3 County Attorney Office County Attorney Office h � ID 1f 10 12 2 I? ( 4. BCC Office Board of County Commissioners CO ,vi 'r I/ (oI(- y 5. Minutes and Records Clerk of Court's Office j O0/_)' tao 7 641 PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Priscilla Doria Phone Number 239-252-2413 Contact/Department Agenda Date Item was October 22,2024 Agenda Item Number 16.A.15 Approved by the BCC Type of Document Developer Agreement Number of Original 1 Attached Documents Attached PO number or account Email Fully executed copy to: number if document is Priscilla.Doria(a/colliercountyfl.2ov to be recorded INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A" in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature? N/A 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address; Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be PD signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the PD document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's PD signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip N/A should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on 10/22/2024 and all changes made during KI.A is of the meeting have been incorporated in the attached document. The County sp Spt1 fo Attorney's Office has reviewed the changes,if applicable. D� ;ts 9. Initials of attorney verifying that the attached document is the version approved by the NI BCC,all changes directed by the BCC have been made,and the document is ready for the 0 Of an optic 1pi," Chairman's signature. this I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12 16A15 DEVELOPER AGREEMENT (EKOS ON COLLIER PROJECT) THIS DEVELOPER AGREEMENT (the "Agreement") is made as of the 22nd day of October, 2024 (the "Effective Date"), by and between MHP Collier II, LLC, a Florida limited liability company("Developer")and Collier County,a political subdivision of the State of Florida (the"County"). RECITALS WHEREAS,on October 19,2023 Developer submitted an application(the"Application")to the County for an award of Three Million Seven Hundred Fifty Thousand and No/100 Dollars($3,750,000.00) of Workforce Housing Land Acquisition Surtax Funding (the "Surtax Funding") in connection with a proposal by the Developer to develop an approximately 7.43 -acre tract of land located at 6360 Collier Blvd.,Naples,Florida 34114(Parcel ID's: 0725640004 and 00725040002)for affordable housing. The legal description of such real property is attached hereto as Exhibit"A" (the "Property"); and WHEREAS, the County approved the award of the Surtax Funding to the Developer at the meeting of the Board of County Commissioners on January 23, 2024 and re-confirmed approval at the meeting of the Board of County Commissioners on February 27,2024. WHEREAS, Developer plans to use the Property for construction of a multifamily affordable housing development to be known as Ekos on Collier and consisting of at least 160 dwelling units within a seven story mid-rise apartment building, with on-grade parking, and community amenities including on-site management and maintenance; and stand-alone clubhouse (the"Project"). WHEREAS, the County has agreed to enter into this Development Agreement with the Developer to outline the development requirements of the proposed Project and the affordability restrictions in order to ensure that the Project will be utilized for affordable housing for ninety- nine(99)years in accordance with the attached form of Ground Lease,as defined below.Note that the attached Ground Lease is in substantially final form and any changes to the Ground Lease which are not material in nature shall not require Board of County Commission approval; and WHEREAS,the County has agreed to utilize the Surtax Funding for the acquisition of the Property, pursuant to section 212.055, Florida Statutes, which will then be leased back to Developer (or its successor and assigns), in accordance with a certain 99-year Ground Lease the form of which is attached as Exhibit "B" to this Agreement (the "Ground Lease"), with such improvements to include, but not limited to the Project and ancillary improvements relating thereto; and WHEREAS, as a minimum threshold pursuant to section 212.055, Florida Statutes, the County's expenditure on this Project land is for a residential housing project in which at least 30 percent of the units are affordable to individuals or families whose total annual household income PO [24-SOC-01145/1888445/1] 1 G 16A15 does not exceed 120 percent of the area median income adjusted for household size, and which land will be owned by the County. Further, the County intends to then enter into a ground lease with Developer, a private entity, for nominal or other consideration, for the construction and long term maintenance of the residential housing project on said Project land; and WHEREAS, the Developer has agreed to assign at or prior to Closing, as such term is defined herein, and the County has agreed to assume that certain Commercial Contract attached hereto as Exhibit"C" (the "Purchase Agreement") and all rights, duties, and obligations of the Developer described therein pursuant to the form of assignment attached hereto as Exhibit "D" (the"Assignment of Commercial Contract"); and WHEREAS, Developer has accepted an invitation to credit underwriting from Florida Housing Finance Corporation ("FHFC") RFA 2023-213 for a preliminary award of State Apartment Incentive Loan (SAIL) funds, multifamily mortgage revenue bonds, and 4% low- income housing tax credits (LIHTC)for the Project; and WHEREAS, Developer and the County desire to memorialize the terms and conditions pursuant to which the County will purchase the Property,lease the Property to the Developer,and the Developer will improve the Property, or alternatively, the Developer will purchase the Property, sell the Property to the County, and the County will lease back the Property to the Developer, all accordance with the terms herein. NOW, THEREFORE, in consideration of mutual benefits and the public interest and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged,the parties hereto agree as follows: Section 1. Recitals. 1.1 The above recitals are true and correct, are hereby incorporated herein by reference,and form a material part of this Agreement. Section 2. Ownership. 2.1 The Surtax Funding will be used to purchase the Property.The County will retain fee simple ownership of the Property and shall convey the Property to the Developer at Closing,as such term is defined below,under the Ground Lease. Should Developer be required to purchase the Property due to timing constraints under the Purchase Agreement, Developer will acquire the Property and subsequently transfer the Property to the County in accordance with Section 3 herein. Section 3. Surtax Funding; Purchase of the Property; Assignment of Purchase Agreement; Closing; Lease of the Property. 3.1 The County hereby acknowledges that the Developer has been awarded the Surtax Funding and is in compliance with all County requirements under the Surtax Funding program and in accordance with Florida Statutes 212.055, and will acquire the Property under an assignment of the Purchase Agreement from Developer for $3,750,000 ("Purchase Price"), with 0 [24-S0C-01145/1888445/1] 2 GP 1 6 A 1 5 Developer to select title and closing agent and cover applicable closing costs, subject to the Developer receiving a site development permit for the Project (the "SDP" known as PL20240000904) (collectively,the"Closing Condition"). 3.2 The County will assume the Purchase Agreement at or prior to Closing and shall enter into the Ground Lease with the Developer at the same time as entering into the assignment and assumption of the Purchase Agreement (the "Assignment") and closing on the Property. The County shall utilize the Surtax Funding to purchase the Property pursuant to the Purchase Agreement and Assignment,as applicable. Closing on the purchase of the Property shall occur no later than November 12, 2024 (the "Purchase Deadline"). Notwithstanding the foregoing, Developer agrees that Collier County will not be required to assume the Purchase Agreement, close on the purchase of the Property, or enter into the Ground Lease until after the date that Developer receives a site development permit for the Project (the "SDP" known as PL20240000904). Should Developer not receive the SDP prior to November 12, 2024, and otherwise not be able to extend the closing date under the Purchase Agreement, then Developer shall acquire the Property and then once Developer receives SDP approval, the Developer shall sell the Property to County and the County shall pay the Developer using the Surtax Funding in the amount of the Purchase Price,and the County shall enter into the Ground Lease with Developer simultaneously with said transfer. 3.3 The Ground Lease will take effect upon its execution by the Developer and the County;however,the 99-year term of the Ground Lease will not commence until the date that the Developer has closed on construction financing for the Project(the "Closing"). Section 4. Design and Construction; Timeline. 4.1 Developer agrees to cause the design, permitting, and construction of the Project to be completed at its sole cost and expense in substantial accordance with those plans and specifications reasonably approved by the County. 4.2 Developer agrees that any improvements on the Property will only include the Project and not any commercial development, public outdoor storage, or public access to Henderson Creek from within the site. 4.3 The County acknowledges that the Project's SDP PL20240000904 shall receive administrative site plan approval in accordance with the Live Local Act as set forth in Chapter 125 of the Florida Statutes and any corresponding approved legislative action relating to development approvals that the Project meets. 4.4 Upon approval of the plans, specifications, and permits by the authorities having jurisdiction over the Project (the "Governmental Authorities"), the Developer shall promptly commence construction of the Project. In so doing;the Developer shall: (a)comply with the permits and all other applicable laws,approvals,codes and requirements of orders promulgated by all Governmental Authorities (the "Approvals"), (b) perform all work in a safe and workmanlike manner, and (c) ensure construction commences and is substantially complete in accordance with the Approvals. PO [24-SOC-01145/1888445/1] 3 16A15 4.5 Developer agrees to provide a draft timeline of the anticipated schedule for construction of the Project Exhibit"E"(the Construction Schedule)and will provide the County with any significant changes to such schedule consistent with the terms of Exhibit "B" (the Ground Lease). Section 5. Rent and Income Restrictions. 5.1 Developer commits to restrict the income of the Project to households earning less than 120%of the area median income,as published annually by the U.S. Department of Housing and Urban Development("HUD")on an annual basis.Further income targeting details are listed on Exhibit "F" (Income Targeting), which may be adjusted by mutual agreement of the Developer and the County. • Section 6. Environmental Provisions. 6.1 Developer has inspected the Property, is familiar with the condition of the Property, including the underlying environmental conditions, and based on the foregoing, accepts such Property "as is" and with all faults, including those identified in any environmental report obtained by Developer, an assumes all risks associated with pursuing the Project in accordance with this Lease and all applicable law. Developer shall be solely financially responsible for any remediation costs or otherwise to bring the Property into compliance with any applicable local, state, or federal laws or regulations. 6.2 Developer shall not (a) knowingly cause or permit the escape, disposal or release of any hazardous substances on the Property, or(b)knowingly allow the storage or use of such substances or materials in any manner not sanctioned by law or by the highest standards prevailing in the industry for the storage and use of such substances or materials on the Property, or(c)knowingly allow any such materials or substances to be brought onto the Property except to use in the ordinary course of Developer's business or by lessees of the residential units of the Project. Section 7. Utility Costs and Related Improvements. 7.1 The County will not be required to make improvements or incur any costs in connection with the development and maintenance of the Project, including roads, sidewalks, landscaping, storm water facilities, etc. All costs associated with any connectivity or upgraded service for water, sewer or other utilities for the benefit of the Project, including any connectivity to Ekos on Collier and related improvements,traffic signals,and the installation and costs of those improvements,if and when required, shall be at the sole cost and expense of Developer subject to any waivers, deferrals,or offsets as approved by the County. Section 8. Performance of Development. 8.1 The Project will be constructed in a good and workmanlike manner and in compliance with all applicable laws,at Developer's sole cost and expense.The Developer shall be responsible for,and the County,in the Ground Lease,shall authorize the Developer in the County's name to,obtain all governmental permits,licenses and approvals necessary for the construction of the Project. Developer shall be responsible for all applicable impact, building, and utility 0 [24-S0C-01145/1888445/1] 4 GP 1 6A15 connection fees imposed by any governmental authority. Notwithstanding the foregoing, the County has the ability to defer, waive, or offset said fees with a soft loan or other mechanism, given the Project's use as an affordable housing development. Without limiting the foregoing, during any periods of construction, maintenance or repair of the Project, Developer will monitor all construction,maintenance and repair activity on the Property. Section 9. Performance Bond and Construction Insurance. 9.1 Developer shall furnish, at its option,either(i)a payment and performance bond,letter of credit, or subcontractor default insurance in form and substance satisfactory to the County in amount equal to one hundred percent (100%) of the hard construction costs for the Project as certified by Developer's engineer of record or general contractor. If a Performance Bond is issued the surety shall have a credit rating of"A"or higher. Section 10. Early Termination. 10.1 Following the execution of this Agreement, neither the County nor the Developer may terminate this Agreement except pursuant to a writing executed by both parties. Notwithstanding the foregoing sentence,the Developer shall have a period of two(2)years,subject to reasonable extension by the County for events of force majeure beyond the reasonable control of the Developer, to close on construction financing for the Project commencing upon the execution date of the Ground Lease. If the Developer does not close on construction financing for the Project within such two(2)year period,as may be extended,the County may,at its sole option, terminate this Agreement.Upon the termination of this Agreement for any reason after the County has closed on the acquisition of the Property,the Developer or its affiliate will have the option,but not the obligation, to purchase the Property from the County (the "Repurchase Option") for a purchase price equal to the purchase price paid by the County to acquire the Property plus $50,000.00 (the "Repurchase Option Price") and Developer to cover all closing costs. The Developer shall have six (6) months to exercise the Repurchase Option after written termination notice under this Section 10.Upon the closing of a transfer pursuant to the Repurchase Option,the County shall(i)terminate the Ground Lease and(ii)cause any documentation relating to the Surtax Funding with respect to the Property to be terminated and released. Should Developer not exercise the Repurchase Option in accordance with this Section 10, then the Developer shall, at its sole expense, assign and provide any existing plans (including the SDP) and development rights incidental to the Property to County,without cost to the County. Section 11. Public Records. 11.1 Developer understands that by virtue of this Agreement all of its documents, records and materials of any kind, relating to the relationship created hereby, shall be open to the public for inspection in accordance with Florida law. If Developer will act on behalf of the County, as provided under section 119.011(2), Florida Statutes,Developer, subject to the terms of section 287.058(1)(c),Florida Statutes, and any other applicable legal and equitable remedies,shall: (A) Keep and maintain public records required by the County to perform the service. PO [24-S0C-01145/1888445/1] 5 1 6A15 (B) Upon request from the County's custodian of public records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided by Florida law. (C) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if Developer does not transfer the records to the County. (D) IF DEVELOPER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO DEVELOPER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Collier County Board of County Commissioners Communication and Customer Relations Division 3299 Tamiami Trail East Suite 102 Naples,FL 34112 (239)252-8069 PublicRecordRequest( colliercountyfl.gov Section 12. Miscellaneous. (A) Entire Agreement. This Agreement sets forth all of the promises, covenants, agreements,conditions and understandings between the parties hereto,and supersedes all prior and contemporaneous agreements, understandings, inducements or conditions, express or implied, oral or written,except as herein contained. (B) Pronouns.All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine and neuter, singular or plural, as the identity of the party or parties, personal representatives, successors or assigns may require. (C) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original,but all of which shall together constitute one-in-the-same instrument. (D) Governing Law:Venue.This Agreement shall be construed and interpreted according to the laws of the State of Florida, and all duly adopted ordinances, regulations, and policies of the County now in effect and those hereinafter adopted. The location for settlement of any and all claims, controversies, or disputes, arising out of or relating to any part of this Agreement,or any breach hereof, shall be Collier County,Florida. (E) Binding Effect. This Agreement shall be binding upon and enforceable by and against the parties hereto and their beneficiaries, heirs, successors and assigns and shall be O [24-S0C-01145/1888445/1] 6 GP 16A15 deemed to"run with the land."This Agreement shall also inure to the benefit of both parties hereto and their respective beneficiaries, heirs, successors and assigns. (F) Recordation. This Agreement may be recorded by Developer in the Public Records of Collier County,Florida,and successors,heirs and assigns of Developer,including but not limited to builders or developers, shall be bound by the terms of this Agreement, and shall likewise be entitled to its benefits. (G) Notice. Any notice to be given shall be in writing and shall be sent by certified mail,return receipt requested,to the party being noticed at the following addresses: If to the County: Collier County Growth Management Community Development 2800 North Horseshoe Dr. Naples,Florida 34104 Attention: Housing Policy&Economic Development Div. and: Collier County Real Property Division 3299 Tamiami Trail East Naples,Florida 34112 with a copy to: County Attorney's Office Collier County 3299 Tamiami Trail East, Suite 800 Naples,Florida 33128 Attention: The County Attorney If to Developer: MHP Collier II,LLC c/o McDowell Housing Partners,LLC 777 Brickell Avenue, Suite 1300 Miami,FL 33131 Attention: Chris Shear with a copy to: Nelson Mullins Riley& Scarborough LLP 390 North Orange Avenue, Suite 1400 Orlando,Florida 32801 Attention: Roman Petra,Esq. (H) Cooperation. The County and Developer each covenant and agree to mutually cooperate with one another in good faith, and to execute and deliver such other or additional documents and instruments as may be reasonably requested in order to effectuate the agreements set forth herein. (I) Conflicts. If and to the extent there is a conflict between the terms and conditions of this Agreement and the terms and conditions of any staff reports or summaries or 0 [24-S0C-01145/1888445/1] 7 GP 16A15 letters of approval related to or pertaining to Developer Property,the terms and conditions of this Agreement shall control. (J) This Development Agreement shall automatically terminate and be of no further force and effect upon the financial closing of the Project which is the date upon which debt and equity financing for the Project closes.Upon and after said date the terms of the Ground Lease shall control. [Signature Pages Follow] PO [24-S0C-01145/1888445/1] 8 G 6A15 IN WITNESS WHEREOF,the Developer and the County have executed this Agreement as of the day and year first above written. DEVELOPER: Signed, sealed and delivered Inn the presence of: ` - 0 T MHP COLLIER II,LLC,a Florida limited liability Wi ss(signature) company laysµ►' I4'l 3 By: MHP COLLIER II MANAGER, LLC, (print name) a Florida limited liability company,its Manager Address: 777 Brickell Ave. Suite 1300 Miami,FL 33131 By. W.Patrick McDowell Chief Executive Officer Witness(signature) (print name) Address: 777 Brickell Ave. Suite 1300 Miami,FL 33131 STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this 2 day of S +'-rv%Ki¢„ 201281,by W.Patrick McDowell as the Chief Executive Officer of MHP Collier II Manager,LLC, a Florida limited liability ,c9mpany,the manager of MHP Collier II,LLC,a Florida limited liability company who is ✓ personally known to me or who produced , as identification. /sr. (Notary stamp/seal) No/. t blic 3ehd,;.F e.bc- -;a,Z M Commission Number: 14,®,- - - My Commission expires: ;ocr�ro�•., JENNIFER DIAZ ._? j', Notary Public-State of Florida vk o`-` Commission#HH 335981 of..... My Comm.Expires Nov 28,2026 P 0 Bonded through National Notary Assn. 0 onsmisomPlilsmamaimaimegmonissPeerisom PO S-1 G l 6A15 COUNTY: ArtESTi, BOARD OF COUNTY COMMISSIONERS ‘ RYSTAL K. KINZEL, CLERK COLLIER COUNTY, FLORIDA 17 - By: w'laik est as to Chefr{l Clerk Chris I_a , Chairman signature only Appr ved as to fonn and legality: Derek D. Perry �L01' Assistant County Attorney # S-2 GPO t6A15 EXHIBIT A LEGAL DESCRIPTION Legal Description The land referred to herein below is situated in the County of Collier,State of Florida, and described as follows: Parcel 1: From the intersection of the East line of State Road 5-951 with a line lying 501.493 feet South of the established North line of the South 1/2 of the South 1/2 of Section 3, Township 51 South, Range 26 East,Collier County, Florida, run South 89°23'55" East 199.02 feet, parallel with the said established North line of the South 1/2 of the South 1/2,to establish the Point of Beginning.Thence from the Point of Beginning continue South 89°23'55" East 150.00 feet;thence South 0°36'05"West 1023 feet, more or less, to the centerline of a County Drainage Easement,according to an instrument recorded in Official Record Book 76 at Pages 127 and of the Public Records of said County;thence Southwesterly 172 feet, more or less,along said centerline to a line bearing South 0°36'05"West and passing through the Point of Beginning;thence North 0°36'05" East 1103 feet, more or less,to the Point of Beginning. Less the Lands described in Book 5811, Page 616. Parcel 2: Beginning at the intersection of the East line of State Road S-951 with a line lying • 501.493 feet South of the established North line of the South 1/2 of the South 1/2 of . Section 3,Township 51 South, Range 26 East,Collier County, Florida, run South 89°23'55" East 199.02 feet,parallel with the said established North line of the South 1/2 of the South 1/2;thence South 0°36'05"West 1103 feet, more or less,to the centerline of a County.Drainage.Easement, according to an instrument recorded in Official Record • Book 7.6 at Page 127 of Public Records of said County;thence Southwesterly 275 feet, • more or less,along said centerline to the said East line of State Road S-951;thence North 2°28'35" East 1237 feet, more or less,to the Point of Beginning. Less the Lands described in Book 1399, Page 224. • 1 6A15 EXHIBIT B GROUND LEASE GQ0 16A15 COLLIER COUNTY STANDARD FORM LONG-TERM GROUND LEASE This Collier County Standard Form Long-Term Ground Lease (the "Ground Lease") is entered into this day of , 2024 (the"Effective Date"), by and between Collier County,Florida, a political subdivision of the State of Florida, (the"Lessor" or"Landlord"),and MHP Collier II,LLC,a Florida limited liability company and/or its permitted successors or assigns (the "Lessee"). The Lessor and Lessee may hereinafter be referred to each individually as a"Party" and collectively as the"Parties". RECITALS: WHEREAS,the Lessor is the owner of an approximately 7.43-acre tract of land located at 6360 Collier Blvd.,Naples,Florida 34114 identified as Parcel Numbers 0725640004 and 00725040002 by the Collier County Property Appraiser located in Collier County,Florida, with a legal description set forth on Exhibit"A" attached hereto and incorporated by reference hereby (the"Leased Land"or"Premises"); and WHEREAS, the Lessee desires to enter into a 99-year lease of the Premises and has requested that the Board of County Commissioners enter into this 99-year lease of the Premises which has been approved by the Board of County Commissioners on and WHEREAS, the Lessee shall construct and own and operate a multifamily affordable housing development to be known as Ekos on Collier and consisting of at least 160 dwelling units within a mid-rise apartment building,with on-grade parking, and community amenities including on-site management and maintenance; and stand-alone clubhouse (the"Project"); and WHEREAS, it is the Board of County Commissioners of Collier County's (the "Board") finding that it is in the public interest to lease the Premises to Lessee on the terms and conditions set forth herein. WHEREAS, Lessee has secured an award of multifamily mortgage revenue bonds, and low income housing tax credit financing from Florida Housing Finance Corporation ("FHFC") under RFA 2023-213 with respect to the Improvements and the Project. WITNESSETH: NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable consideration exchanged amongst the Parties, and in consideration of the covenants contained herein, the Parties hereby enter into this Ground Lease on the following terms and conditions: 1. Conveyance. On the terms and conditions set forth in this Ground Lease, and in consideration of Lessee's performance under this Ground Lease,the Lessor conveys to the Lessee the present possessory interest in the Leased Land together with all appurtenances, easements and rights of way related thereto. GP0 16A15 2. Intentionally Deleted. 3. Conditions to Conveyance. Lessee warrants and represents to Lessor that it has examined the title and boundaries of the Leased Land. Accordingly,this conveyance is subject to all of the following: a. Any and all conditions, restrictions, encumbrances and limitations now recorded against the Leased Land,together with any beneficial easements granted herein and/or burdening easements-reserved herein all as noted on the Title Commitment; b. Any and all existing zoning laws or ordinances; and c. Lessee's satisfactory performance of all terms and conditions of this Ground Lease subject to any applicable notice and cure rights hereunder. 4. Use of Leased Land. After the Closing Date,which is the date Lessee closes on all financing for the proposed Project, Lessee shall construct the Improvements, as such term is defined below, for use as new rental apartments set aside for residents to provide affordable housing, which use the Board of County Commissioners has found to be in the public's interest. Accordingly, Lessee shall keep the Project affordable by leasing the affordable housing units to households at or below One Hundred Twenty percent (120%) of the annual area median income for Collier County (the "AMI"). In the event Lessee shall cease to use the Premises after completion of the Project for the purposes described in the Income Targeting attached hereto as Exhibit"B" and incorporated by reference hereby, and such cessation of use shall continue for a period of twelve (12) consecutive months after Lessee receives written notice of such cessation from Lessor,the Ground Lease, at the option of the Lessor,upon thirty(30) days written notice to the Lessee, and subject to any Leasehold Mortgagee and Investor notice and cure periods hereunder, shall be terminated and Lessee shall surrender and vacate the Premises to the Lessor within thirty(30)days after written notice of such termination is received by Lessee,unless Lessee shall recommence operations within such thirty (30) day period. Notwithstanding the foregoing, said one(1)year period shall be tolled if such cessation is caused by events beyond the reasonable control of the Lessee such as Force Majeure (as defined below), casualty, or if such cessation is due to closing for reconstruction or repairs to the Improvements(as defined below)or any portion thereof. 5. Improvements and Modifications. 5.01. Lessee's Obligation to Build the Improvements. Lessee shall design, permit and construct in compliance with all applicable governmental regulations,at its sole cost and expense, the Project which will consist of a residential building,a clubhouse, and other improvements as Lessee may desire (including any future replacements and additions to be solely utilized for the uses described in Exhibit "C" (collectively, the "Improvements"). Developer agrees that Improvements will not include any commercial development, public outdoor storage, or public access to Henderson Creek from within the site.Notwithstanding anything to the contrary,Lessee may make nonmaterial changes to the approved plans from time to time to accommodate site issues or operating changes to Lessee's use of the Leased Land. Material Changes from the approved plans will require Lessor's written approval, which approval shall not be unreasonably withheld, conditioned, or delayed and shall be provided within ten (10) days from receipt of a request to QO Page 2 i6A15 approve such material change(s). If Lessor fails to respond within such ten (10) day period, the Material Changes will be deemed approved without further action by Lessee.All plans shall be in conformity with Collier County standards. Lessee shall be solely responsible for the costs of repairing any damage to Lessor's roads, water and sewer facilities or other infrastructure located within the Leased Land resulting from construction or use by Lessee, its agents, officers or employees. For purposes of this Lease, "Material Changes"shall mean changes to the number of units,unit sizes,building height, and amenities from those described in Exhibit"C". Lessee shall provide a construction schedule to Lessor upon financial closing of the Project, where such schedule may be revised upon any required consent of Leasehold Mortgagee and Investor and it shall be attached as Exhibit"D". 5.02 Bonding and Insurance. Lessee shall,prior to construction commencement,post a payment and performance bond,letter of credit,or secure subcontractor default insurance equal to one hundred percent(100%)of the total hard construction costs to assure completion of the Project. . Any entitlements,permits,and easements that are necessary to construct and use the Improvements as set forth in Exhibit "C" shall be pursued by Lessee. If requested, Lessor will join in or deliver such additional documentation or authorizations as are required for Lessee to pursue such applications within ten(10)days after Lessee requests the same. 5.03 Authorization to Submit Applications. Lessor hereby authorizes Lessee and its assigns to, and acknowledges and agrees that Lessor and its assignees are hereby authorized to, sign and submit any and all applications and other documents required by any governmental authority or quasi-governmental authorities possessing or claiming jurisdiction over the Premises as required to obtain the necessary approvals and permits to allow construction and operation of the Project and/or Improvements. 5.04. Intentionally Omitted. 5.05. Title to Improvements, Project, and any Improvements: Tax Attributes and Benefits. At all times during the Term (as defined hereunder), (i) the Improvements, the Project, and any other improvements placed upon the Premises by Lessee shall be owned by Lessee, (ii) Lessee alone shall be entitled to all of the tax attributes of ownership,including,without limitation, the right to claim depreciation or cost recovery deductions and the right to claim the low-income housing tax credit described in Section 42 of the Internal Revenue Code of 1986,as amended, and (iii)Lessee shall have the right to amortize capital costs and to claim any other federal or state tax benefits attributable to the Project. 6. Term of Ground Lease. The Ground Lease shall be effective as of the Effective Date.The term of the Ground Lease shall commence on the date that Lessee closes on construction financing(the"Closing Date")and terminate on the ninety-ninth(99th)anniversary of the Closing Date ("Term Commencement Date"). Lessee shall provide the Lessor with written notice that it has closed on construction financing for the Development within three (3) business days of the Closing Date.If Lessee fails to provide written notice within three(3)business of the Closing Date the Lessor shall have the right to notice the Lessee and Lessee shall have three (3) business days to provide such notice or be subject to termination of the Ground Lease. Lessee shall have no express option to renew the Ground Lease upon expiration of the term. If Lessee holds over after the expiration of the Term, such tenancy shall be from month to month under all of the terms, covenants and conditions of the Ground Lease subject to Lessor's right to seek legal relief to eject O Lessee from the Premises as a holdover. GP Page 3 16A15 7. Rent. During the Term, the Lessee agrees to pay the Lessor the sum of[$10.00] per annum each year on or before the anniversary date of the Term Commencement Date (the "Rent").At Lessee's option,the Rent may be prepaid for any year of the Term,or for the remainder of the Term, at any time. 8. Net Lease. This is a fully net lease, with Lessee responsible for all its costs, fees and charges concerning the Premises. Accordingly,Lessee shall promptly pay when due and prior to any delinquency all such costs, fees, taxes, permit, trash removal services, assessments, utility charges and obligations of any kind that relate to the Premises. Lessee will indemnify and hold Lessor harmless from any and all actual claims,costs and obligations arising from Lessee's use of the Premises other than attributable to Lessor. In case any action or proceeding is brought against Lessor by reason of Lessee's use of the Premises,Lessee shall pay all costs,reasonable attorneys' fees, expenses and liabilities resulting therefrom and shall defend such action or proceeding if Lessor shall so request other than attributable to Lessor, at Lessee's expense, by counsel reasonably satisfactory to Lessor. It is specifically agreed however, that Lessor may at its own cost and expense participate in the legal defense of such claim,with legal counsel of its choosing. Notwithstanding the foregoing those fees that the Lessor has the ability to defer, waive, or offset with a soft loan given the Project's use as an affordable housing development shall be permitted. 9. Liens,Mortgages,and Encumbrances. 9.01 Lessor shall not in any way encumber or lien Lessor's Fee Estate(as defined below)and shall promptly remove any and all encumbrance or liens placed against the Fee Estate. All persons are put on notice that the leasehold interest of the Lessee in the Premises shall not be subject to liens or encumbrance made by the Lessor, except for those in favor of a Leasehold Mortgagee. 9.02 Lessor acknowledges and agrees that it will not be possible for the Lessee to construct the Project without obtaining a loan or loans from one or more Leasehold Mortgagee(s) (as defined hereunder) and/or equity investments from one or more Investor(s) (as defined hereunder). Therefore, Lessor hereby covenants and agrees that its interest in the Ground Lease, and to the extent not prohibited under the law its fee simple interest in the Premises("Fee Estate"), is and shall be subject to, subordinate and inferior to any loan obtained by the Lessee for the purpose of financing the development and/or operation of the Project, and to the lien of each Leasehold Mortgagee, assignments of rents and leases, security agreements, and other collateral, security documents or instruments required by any Leasehold Mortgagee, and to all renewals, extensions, modifications, consolidations, replacements and refinancings, and to all advances made or hereafter to be made upon the security of the Leasehold Mortgages(as defined hereunder), assignments of rents and leases, security agreements, and other collateral, security documents or instruments. Lessor shall, at Lessee's request,join, execute and/or deliver any and all Leasehold Mortgages, assignments of rents and leases, security agreements, and other collateral, security documents or instruments as may be required by such lender or lenders in order to subject and subordinate the Lessor's interest in the Ground Lease (and if not prohibited under the law its Fee Estate, in the Premises) to the lien of such documents or instruments, and upon Lessee's request shall join, execute and/or deliver any and all such further instruments or assurances as any such lender or lenders may reasonably deem necessary to evidence or confirm the subordination of the Ground Lease or, to the extent not prohibited under the law, allowed the encumbrance of the Lessor's interest herein and the Lessor's ownership interest in the Fee Estate and the Premises to (7- Page 4 16A15 the lien of any such Leasehold Mortgage, assignments of rents and leases, security agreements, and other collateral, security documents or instruments. Except as otherwise expressly provided in this Ground Lease, at no time shall Lessee's leasehold estate in the Premises (the "Leasehold Estate"), or Lessee's interest in this Ground Lease, be subordinated in any manner to the interest of any mortgagee with a security interest in the Fee Estate. Provided, however, and notwithstanding anything contained herein to the contrary, Lessor shall not be required to suffer, incur,accept or assume any personal liability for any such financing,loans or indebtedness,or any costs or expenses thereof, or any other indebtedness or liability of Lessee thereunder, and any Leasehold Mortgage, assignments of rents and leases, security agreements, and other collateral, security documents or instruments of any nature whatsoever which the Lessor may be called upon to join, execute and/or deliver under and pursuant to this section shall expressly exculpate Lessor from and against any and all such personal liability.Lessee may,without Lessor's consent, assign or mortgage this Ground Lease (including any options it contains) to any Leasehold Mortgagee under a Leasehold Mortgage. Lessor agrees that a Leasehold Mortgagee (and anyone whose title derives from a Leasehold Mortgagee) may, without Lessor's consent, hold a foreclosure sale or exercise the power of sale,take title to the Ground Lease, and transfer or assign the Ground Lease, either in its own name or through a nominee. 9.03 Notwithstanding anything to the Contrary, Lessee may encumber or lien this Ground Lease with any encumbrance,inchoate lien for taxes or municipal obligations,utility, access,and any other easements related to the construction and development of the Improvements, affordability covenants,restrictions required by Section 42 of the Internal Revenue Code of 1986, as amended, any and all other encumbrances incurred in the ordinary course of business of Lessee, and other matters set forth in policy for title insurance insuring Lessee's interest in this Ground Lease. For avoidance of doubt,Lessee may, without the consent of the Lessor, grant one or more mortgages of its interest in the Ground Lease, the Leasehold Estate, the Project, and/or the Improvements to lenders of financing for the development and/or operation of the Project(each, a "Leasehold Mortgagee" and, collectively, the "Leasehold Mortgagees") and, in connection therewith, may collaterally assign this Ground Lease and all of Lessee's rights hereunder to such Leasehold Mortgagee (including any options it contains), Lessee's interest in this Ground Lease and all of Lessee's rights hereunder, and all of Lessee's rights in the Leasehold Estate,to one or more Leasehold Mortgagees(any such mortgage so granted by Lessee with the consent of Lessor hereinafter referred to individually as a "Leasehold Mortgage" and collectively as the"Leasehold Mortgages"), any and all of which shall be considered a Permitted Encumbrance (as defined below). Lessee may, without the consent of the Lessor, (a) execute and, as required by Lessee's lenders, record, all Leasehold Mortgages, assignments of rents and leases, security agreements, and other collateral, security documents or other documents and instruments relating to financing obtained by Lessee for the development and/or operation of the Project, (b) execute and record any land use restriction agreements, restrictive covenants, declarations, and other restrictive use agreements (including, but not limited to,those restrictions required by Section 142 and Section 42 of the Internal Revenue Code) including,but not limited to, an extended low-income housing commitment(as such term is defined in Section 42(h)(6)(B)of the Internal Revenue Code),and/or any other restrictive use agreements or encumbrances required by Florida Housing Finance Corporation ("Florida Housing") and/or any Leasehold Mortgagees, on/against the Leasehold Estate, (c) to the extent not prohibited under the law, encumber the Leasehold Estate and/or the Fee Estate with any encumbrance, inchoate lien for taxes or municipal obligations, easements, licenses, and/or agreements necessary for the development and/or operation of the Project including, but not limited to, those relating to electric, telephone, gas, water, sewer and other utilities,cable,television, and internet services,access, construction,and drainage(including,but QO G Page 5 i6A15 not limited to,easements,licenses, and agreements with third parties including,but not limited to, adjacent property owners), and other encumbrances incurred in the ordinary course of business of the Lessee,and other matters set forth in policy for title insurance insuring the Lessee's interest in the Ground Lease, and(d)enter into residential leases for the Project (the items described in the foregoing 9.03(a)-(d) each a "Permitted Encumbrance" and collectively the "Permitted Encumbrances").Upon Lessee's request,Lessor shall join,execute and/or deliver any and all such further instruments or assurances reasonably necessary to evidence or confirm the encumbrance of the Fee Estate in connection with a Permitted Encumbrance. Notwithstanding the foregoing, Lessee is hereby authorized to execute and record on behalf of the Lessee,with respect to the Fee Estate, any of the Permitted Encumbrances described in Section 9.03(c)above.Lessor agrees and consents that any other encumbrances as many be listed on a title policy issued in connection with the Premises, Leasehold Estate, or Project shall also be Permitted Encumbrances. 9.04 Rights of Leasehold Mortgagees and Investor;Transfers. a. Lessor agrees to execute any additional documents or further assurances as may be reasonably requested by any Leasehold Mortgagee in connection with any Leasehold Mortgage permitted by this Ground Lease,but without Lessor's consent shall not be required to execute any mortgage or note to Leasehold Mortgagee or to subordinate Lessor's fee interest in the Premises or any portion thereof to the lien of any Leasehold Mortgagee. b. The Ground Lease may not be amended, modified, canceled or terminated without the consent of ( 1 (the "Investor") and Leasehold Mortgagees, and any such amendment, modification, cancellation or termination of the Ground Lease without the prior written consent of Investor and Leasehold Mortgagees(or their respective successors and assigns)will not be binding on the Investor or Leasehold Mortgagees and their respective successors and assigns. c. Any transfer of the Lessee's interest in the Improvements, Project, or Ground Lease to (i) the Investor or an affiliate of Investor, (ii) any Leasehold Mortgagee by foreclosure or deed in lieu of foreclosure, or (iii)MHP Collier II, LLC or an affiliate thereof, or(iv)MHP Collier II Manager,LLC or an affiliate thereof,are permitted without the consent of the Lessor. d. Following the acquisition of title to the Leasehold Estate by foreclosure or deed in lieu of foreclosure: (i)the acquiring party and its successors and assigns shall have the right to transfer the Ground Lease without the consent of the Lessor; and (ii) all rights of Lessee under the Ground Lease(insofar as they relate to the Ground Lease) may be exercised by or on behalf of the acquiring party or their respective successors and assigns. e. Any transfers of any membership interests in the Lessee among the members of the Lessee are permitted without the consent of the Lessor. GP Page 6 16A15 9.05 Non-Merger. The Ground Lease shall not terminate as to any Leasehold Mortgage because of any conveyance of leasehold interest in the Ground Lease to Lessor or of the Lessor's interest hereunder to the Lessee. Accordingly, if this Ground Lease and the Fee Estate in the Premises are commonly held, then they shall remain separate and distinct estates. They shall not merge without the express written consent of all Leasehold Mortgagees. 9.06 Leasehold Mortgagee and Investor Default Notice and Right to Cure. a. Notice. Lessor shall give the Investor and each Leasehold Mortgagee a contemporaneous duplicate copy of all notices of a Default by Lessee or other notices that Lessor may give to or serve in writing upon Lessor pursuant to the terms of the Ground Lease.The addresses of the Investor and Leasehold Mortgagees may be changed upon written notice delivered to Landlord in the manner specified in Section 21 hereof.No such notice of a Default by Lessee from the Lessor to the Investor and/or Leasehold Mortgagee or any termination of any Leasehold Mortgage in connection with such notice of a Default by Lessee shall be effective unless a copy of such notice has been delivered to the Investor and each Leasehold Mortgagee. b. Right to Cure. Upon receiving notice pursuant to the terms of the Ground Lease,the Investor or any Leasehold Mortgagee,at its option at any time prior to or within ninety(90)days following expiration of any cure period or longer time period set forth in the notice, may pay any amount, or do any act or thing required of Lessee by the terms of this Ground Lease. Lessor shall accept all payments made and all acts performed by the Investor or any Leasehold Mortgagee prior to or within such ninety(90)day period(or such longer period set forth in the notice) to the same extent as if they had been paid or performed by Lessee. Provided, however, that if any Leasehold Mortgagee or the Investor elects to cure Lessee's default, notice of such intent to cure must be given to Lessor before the expiration of such ninety (90) day period(or such longer period set forth in the notice)after receipt of such notice. i. If such breach or default cannot reasonably be cured within the ninety(90)day period and the Investor or Leasehold Mortgagee shall have commenced to cure such default within the specified time prior, and thereafter diligently and expeditiously proceeds to cure the same, the ninety (90) day period shall be extended for so long as it shall require the Investor or Leasehold Mortgagee in the exercise of due diligence to cure such default. ii. If before the expiration of ninety (90) days from the date of service of notice of termination upon Investor or Leasehold Mortgagee,Investor or Leasehold Mortgagee shall have notified Lessor of its desire to nullify such notice and shall have paid to Lessor all rent and other payments herein provided for,and then QO Page 7 • 1 6A15' in default,and shall have complied or shall commence the work of complying with all of the requirements of this Ground Lease, if any are then in default, and shall prosecute the same to completion with reasonable diligence,then in such event Lessor shall not be entitled to terminate this Ground Lease and any notice of termination therefore given shall be void and of no effect. 9.07 Leasehold Mortgagee and Investor Termination Notice and Right to Cure a. Notice. Lessor may terminate this Ground Lease (subject to the rights of Investor and Leasehold Mortgagees) only if, following notice to Lessee and the expiration of the period of time given Lessee and each Leasehold Mortgagee to cure such default, Lessor notifies the Investor and each Leasehold Mortgagee of Lessor's intent to so terminate at least ninety(90)days calendar days in advance of the proposed effective date of such termination and the Investor or Leasehold Mortgagee fails to cure or begin a cure within such ninety (90) day period. b. Actions Staying Termination. i. If during the ninety (90) calendar day notice period, Leasehold Mortgagee takes the Termination Preventative Actions (as defined hereunder),then Lessor shall give Leasehold Mortgagee an additional ninety (90) calendar days to either: (i) cure the Default by Lessee or (ii) take steps to acquire or sell Lessee's interest in this Ground Lease by initiating foreclosure of its Leasehold Mortgage or other appropriate means. ii. If during the ninety(90)calendar day notice period,the Investor takes the Termination Preventative Actions, then Lessor shall give the Investor an additional forty-five (45) calendar days to initiate removal or replacement of the manager under Lessee's operating documents and cause the new manager to cure any Default by Lessee. iii. For the purposes of this section, the term Termination Preventative Actions means the following actions, if taken by the Investor or Leasehold Mortgagee: 1. Notifying Lessor of such Leasehold Mortgagee's desire to take the Termination Preventative Actions; 2. Paying of any additional rent and other payments then due and in arrears as specified in the notice of Default by Lessee and payments which become due during such ninety (90) day period; and GPO Page 8 6 A 1 5 3. If such foreclosure is initiated in such time, Leasehold Mortgagee shall have such additional time as is necessary to complete the foreclosure process,commencing to comply,to the extent reasonably possible, with any non-monetary requirements of this Ground Lease then in default. c. Extension of Cure Period i. If Leasehold Mortgagee elects to take action pursuant to Section 9.06, Lessor shall refrain from terminating this Ground Lease for a period of not more than six (6) months or such longer period necessary for any Leasehold Mortgagee to exercise its remedies under the applicable loan agreement executed in connection with the loan securing the Leasehold Mortgage; provided, however, Lessor shall refrain from terminating this Ground Lease for so long as such Leasehold Mortgagee proceeds to complete steps to acquire or sell Lessee's interest in this Ground Lease related to the subject portion(s) of the Premises, by foreclosure of its Leasehold Mortgage or by other appropriate means with reasonable efforts. If at the end of said six (6) month period, Leasehold Mortgagee shall be actively engaged in steps to acquire or sell Lessee's interest herein, the time of said Leasehold Mortgagee to comply with the provisions of this section shall be extended for such period as shall be reasonably necessary to complete such steps with reasonable diligence and continuity. ii. If Investor elects to take action pursuant to Section 9.06, Lessor shall refrain from terminating this Ground Lease for ninety (90) additional days;provided,however,Lessor may elect,in its sole discretion,to refrain from terminating this Ground Lease for so long as Investor proceeds to complete steps to replace the managing member of Lessee. iii. Nothing in this section, however, shall be construed to extend this Ground Lease beyond the Term. 9.08 New Lease. In the event that this Ground Lease is terminated for any reason or in the event this Ground Lease is rejected in any bankruptcy proceeding involving Lessee, Landlord shall, if requested by a Leasehold Mortgagee, if applicable, within sixty (60) days after the effective date of such termination, grant to the Leasehold Mortgagee a new lease on the following terms and conditions: a. In the event of the termination of this Ground Lease prior to its stated expiration date, Landlord agrees that it will enter into a new lease of the Premises with any Leasehold Mortgagee that is an institutional lender or a wholly owned subsidiary thereof, or, at the request of such Leasehold Mortgagee, a designee for the remainder of the Term of this Ground Lease effective as of the date of such termination, upon the same covenants, agreements, terms, provisions, and QO Page 9 16A15 limitations herein contained,provided(i)such Leasehold Mortgagee makes written request upon Landlord for such new lease within sixty (60) days from the date Landlord notifies such Leasehold Mortgagee of such termination and such written request is accompanied by payment to Landlord of all amounts then due to Landlord under this Ground Lease but for such termination, (ii) such Leasehold Mortgagee pays or causes to be paid to Landlord at the time of the execution and delivery of such new lease any and all sums which would at the time of the execution and delivery thereof be due under this Ground Lease but for such termination and pays or causes to be paid any and all expenses, including reasonable counsel fees, court costs, and costs and disbursements incurred by Landlord in connection with any such termination and in connection with the execution and delivery of such new lease and (iii) such Leasehold Mortgagee agrees to reinstate the lien and take the Premises subject to the loan of any other Leasehold Mortgagee which held a lien senior in priority to the lien of such Leasehold Mortgagee if such senior Leasehold Mortgagee had also requested a new lease and tendered the required payments(s). The Landlord shall grant the most senior Leasehold Mortgagee that requests a new lease the first right to the new lease. b. Any new lease made pursuant to this Section 9.08 shall have the same priority as this Ground Lease (except with respect to any non-electing Leasehold Mortgagee) and shall be prior to any mortgage or any lien, charge or encumbrance of the fee of the Premises created by Landlord, for a term of years equal to the balance of the Term of this Lease. c. Any permitted mortgage or deed of trust upon the Fee Estate and any action by such mortgagee or trustee or beneficiary of such deed of trust by way of receivership, foreclosure, exercise or power of sale, or deed in lieu thereof shall be subject to this Ground Lease and to the new lease to be given pursuant to this Section 9.08 and any mortgagee or holder of such mortgage or the beneficiary and trustee of any such deed of trust must recognize this Ground Lease and any new lease and all rights of Lessee and each Leasehold Mortgagee hereunder and thereunder. d. The provisions of this Section 9.08 shall be self-operative and • require no further action by the mortgagee of any mortgage or beneficiary and trustees of any deed of trust encumbering Landlord's interest in the Premises,the Improvements and/or the Project, but upon request by Lessee or the Leasehold Mortgagee electing under Section 9.08(a) hereof, Landlord agrees to obtain from such mortgagee or beneficiary and trustees an instrument duly executed and acknowledged confirming the priority of such new lease. 9.09 No Personal Liability for Leasehold Mortgagee. No Leasehold Mortgagee or its designee or affiliate shall have any liability under this Ground Lease for acts or omissions taking place prior to the date it acquires record title to Lessee's interest and becomes the Lessee under this Ground Lease. Any liability to Landlord or Landlord's successors and assigns shall be limited to the value of each Leasehold Mortgagee's or its designee's or affiliate's respective interest in the Leasehold Estate. If a Leasehold Mortgagee or its designee or affiliate shall succeed to the interest of the Lessee under this Ground Lease, whether as a purchaser at a foreclosure sale or by the acceptance of a deed-in-lieu of foreclosure, such Permitted Leasehold Mortgagee, designee or • PO Page 10 6A15 affiliate shall(a)not be liable for any act or omission of Lessee and(b)be released from all liability prior to the date such Leasehold Mortgagee or its designee or affiliate succeeds to the interest of Lessee, such release being automatic with no further action required by any party. 10. Lessee's Obligation to Maintain Premises and Comply with All Lawful Requirements. Lessee,throughout the Term of this Lease,at its own cost,and without any expense to the Lessor,shall keep and maintain the Leased Land in good, sanitary and neat order,condition and repair, and shall abide with all applicable lawful requirements. If the Premises are not in such compliance in the reasonable opinion of Lessor,Lessee will be so advised in writing. If corrective action is not begun within thirty (30)days after the receipt of such notice by Lessee,Lessee shall be subject to applicable fines or penalties available under Collier County law. 11. Quiet Enjoyment. Lessee shall be entitled to quiet enjoyment so long as there is no Default by Lessee under Section 17 hereunder, subject to all applicable notice and cure rights. Accordingly, Lessee shall have the exclusive right to use the Premises during the Term. During the Term, Lessee may, in its sole discretion, construct, improve, alter,maintain, or renovate the Improvements. Any such work may be undertaken by Lessee at any time or times during the Term hereof and no consent or approval of Lessor shall be required unless such work consists of material changes from plans and specifications originally approved (or subsequently approved pursuant to the terms hereof)by Lessor as more fully provided for herein(which consent or approval shall not be unreasonably withheld, conditioned, or delayed). Lessor agrees to promptly co-operate with Lessee in connection with the construction, improvement, alteration, maintenance, and/or renovation of the Improvements and agrees to execute any documents required by governmental authorities and any lender or investor evidencing Lessee's rights hereunder and consenting to such work(not to be unreasonably withheld,conditioned, or delayed). During the Term of the Ground Lease, Lessee may erect appropriate signage on the Leased Land and the improvements constructed by Lessee thereon. Any such signage shall be in compliance with all applicable codes and ordinances. During the Term of this Ground Lease,Lessor agrees not to explore for or extract any petroleum,phosphates,minerals or metals on or about the Premises. 12. Casualty and Condemnation a. Casualty. If the Project is destroyed, or damaged to any extent by fire or other casualty, and Lessee shall apply any insurance proceeds ("Proceeds") to rebuild or restore the Leased Land to substantially its condition prior to such casualty event, unless the Lessee provides the Lessor with a written determination that rebuilding or restoring the Leased Land to such condition with Proceeds within a reasonable period of time is impracticable or would not be in the best interests of the Lessee. If the Lessee elects not to repair or replace the improvements,then Lessee or Lessor may terminate the Ground Lease by providing notice to the other party within ninety(90) days after the occurrence of such casualty. The termination will be effective on the ninetieth(90th) day after Lessee makes such election, unless extended by mutual written agreement of the Parties. During the period between the date of such casualty and the date of termination,Lessee will cease its operations as may be necessary or appropriate.If the Ground Lease is not terminated as set forth herein,or if the Leased Land is damaged to a less than material extent,'as reasonably determined by Lessee,Lessee will proceed with reasonable diligence,at no cost or expense to Lessor, to rebuild and repair the Leased Land to substantially the condition as existed prior to the casualty. The Proceeds shall be paid to Lessee, or as otherwise directed by the most senior Leasehold Mortgagee. Notwithstanding any of the foregoing, Lessor and 0 G Page 11 16A19 Lessee acknowledge and agree that the use and availability of any insurance proceeds is subject to the rights of the Leasehold Mortgagees. Notwithstanding the foregoing, Lessor shall not terminate the Ground Lease under this Section 12(a)without the approval of each Leasehold Mortgagee. b. Condemnation. Lessee may terminate this Ground Lease as part of a condemnation of the Project. 13. Access to Premises. Lessor,its duly authorized agents,contractors,representatives and employees, shall have the right after forty-eight (48) hour written notice to Lessee, to enter into and upon the Premises during normal business hours, or such other times with the consent of Lessee, to inspect the Premises, verify compliance with the terms of the Ground Lease, or make any required repairs not being timely completed by Lessee(after written notice and commercially reasonable opportunity for Lessee to cure), provided, if Lessor wishes to access/enter any residential unit,it must do so in compliance with the applicable residential lease. 14. Termination and Surrender. Unless otherwise mutually agreed by the Parties, within thirty(30)days after termination of the lease Term,Lessee shall redeliver possession of the Project to Lessor in good condition and repair subject to normal wear and tear. Lessee shall have the right at any time during Lessee's occupancy of the Premises to remove any of its personal property,equipment,and signs provided,however,at the termination of the Ground Lease, Lessor shall have the option to demolish and remove all improvements made by Lessee to the Leased Land upon Lessee's vacation thereof, or to retain said improvements with fixtures on the Leased Land which improvements and fixtures will become the property of the Lessor upon Lessee's vacation of the Premises. Notwithstanding anything herein to the contrary,the Ground Lease may not be terminated unless the Lessor, Lessee, Leasehold Mortgagee, and Investor have received an opinion of bond counsel that such termination will not adversely affect the exclusion from gross income for federal income tax purposes of the interest on any outstanding tax-exempt loans obtained to construct the Project. 15. Assignment and Sublease. Lessor acknowledges under FHFC's Request of Applications, the Ground Lease must be in the name of a legally formed single purpose entity ("SPE") applying for funding. Whereas, the Ground Lease is personal to Lessee. Lessee may, without Lessor's consent,assign or sublease the Ground Lease,Premises,or Improvements,or any portion thereof, and/or assign or transfer its interest in the Ground Lease and the Improvements, or any parts thereof, without the prior written consent of the Lessor to the SPE whose member, manager, and/or partner shall be an Affiliate of Lessee,or pursuant to a foreclosure or deed in lieu of foreclosure to the Leasehold Mortgage. "Affiliate"is herein defined as a single purpose legal entity controlled, through membership, management, or partnership interest, by the same individual/entity as the Lessee. Lessee must provide written notice to Lessor of any sublease or assignment to an Affiliate within thirty (30)days of such conveyance. Any purported assignment to a non-Affiliate or non-Leasehold Mortgagee without the express written consent of Lessor shall be considered void from its inception. It is hereby acknowledged and agreed between the parties that all covenants,conditions, agreements, and undertakings contained in this Ground Lease shall extend to and be binding upon the respective sublessees and assigns of the respective parties hereto. Upon a transfer or assignment of the Lessee's interest under this ground lease and the Improvements, Lessee shall be released and discharged from all of its duties and obligations O GP Page 12 • 6A15 hereunder which pertain to the portion of the Leased Land transferred for the then unexpired Term of this Ground Lease. Any act required to be performed by Lessee pursuant to the terms of this Ground Lease may be performed by any transferee of Lessee and the performance of such act shall be deemed to be performed by Lessee and shall be accepted by Lessor as Lessee's act, provided such act is otherwise performed in accordance with the terms of this Ground Lease. 16. Insurance. a. Lessee shall maintain general liability and property liability insurance policy(ies), for not less than Five Million and 00/100 Dollars ($5,000,000.00) combined single limits during the Term of the Ground Lease. If such amounts are less than required by Leasehold Mortgagees, Lessee shall comply with the amount required by Leasehold Mortgagees. Landlord's entitlement to proceeds from Lessee's insurance policies is subordinate to the rights of all Leasehold Mortgagees under all Leasehold Mortgagees. • b. Upon completion of the Improvements,Lessee shall also maintain standard fire and extended coverage insurance on the additions and improvements located on the Leased Land and all of Lessee's property located on or in the Leased Land including, without limitation,furniture, equipment, fittings,installations,fixtures (including removable trade fixtures),personal property and supplies, in an amount not less than the then-existing full replacement value, but in no case less than the amount required by the Leasehold Mortgagee. c. All of the above-described insurance policy(ies) shall list and continuously maintain Lessor as an additional insured thereon. The property insurance policy shall list the Lessor as their interest may appear. Evidence of such insurance shall be provided to Lessor and the Collier County Risk Management Department, 3301 East Tamiami Trail, Administration Building,Naples, Florida, 34112, prior to the insurance taking effect; and shall include a provision requiring not less than ten(10)days prior written notice to Lessor in the event of cancellation or material changes in policy(ies) coverage. The issuer of any policy must have a Certificate of Authority to transact insurance business in the State of Florida and must be rated "A" or better in the most current edition of Best's Insurance Reports. Each insurer must be responsible and reputable and must have financial capacity consistent with the risks covered. Each policy must contain an endorsement to the effect that the issuer waives any claim or right of subrogation to recover against Lessor, its employees,representatives and agents. d. The name of the Leasehold Mortgagee(s) may be added to the "Loss Payable Endorsement" of any and all insurance policies required to be carried by Lessee hereunder. Investor or Leasehold Mortgagee(s) have the right to hold insurance proceeds and condemnation awards and disburse such amounts as repair and restoration progresses. e. Failure to continuously abide with all of these insurance provisions shall be deemed to be a material breach of the Ground Lease and Lessor shall have the remedies set forth below subject to applicable notice and cure periods hereunder. 17. Defaults and Remedies. PO Page 13 1 6A15 a. Defaults by Lessee. The occurrence of any of the following events and the expiration of the cure period(s)set forth below without such event being cured or remedied will constitute a"Default by Lessee" to the greatest extent then allowed by law: Lessee's abandonment of Leased Land and its determined non-use continues for ninety (90) consecutive days and discontinuation of Lessee's operation for an additional ninety (90) consecutive days. Notwithstanding anything to the contrary, such ninety (90) day periods shall not begin to toll until the Lessee has received written notice from Lessor of the abandonment and non-use of the Leased Land and discontinuation of the Lessee's operation. ii. After construction completion of the Project, Lessee's failure to utilize the Leased Land as set forth in Exhibit"C",which continues for more than twelve(12) consecutive months after such failure and the notice period in Section 4 above, subject to the notice and cure periods described in Section 4 above. iii. Any lien,other than those permitted encumbrances under Section 9, is filed against the Lessee's interest on the Fee Estate,and the same remains unreleased for a period of sixty (60) days from Lessee's receipt of written notice unless within such period Lessee is contesting in good faith the validity of such lien and such lien is appropriately bonded. iv. Notwithstanding anything herein to the contrary, Lessor acknowledges and agrees that a Default by Lessee, as described in subsections 17(a)(i)-(iii) hereof, shall not apply to a party that succeeds Lessee as a result of a foreclosure sale and shall not be grounds for Lessor to terminate the Ground Lease so long as there is a Leasehold Mortgage encumbering the Project. b. Remedies of Lessor. During the continuation of a Default by Lessee, Lessor, may apply all rights under this Lease, by law and equity against the Lessee, subject to the rights of the Investors and Leasehold Mortgages described herein. ii. If Lessee fails to promptly pay,when due,the rent or any other sum payable to Lessor under the Ground Lease, and if said sum remains unpaid for more than ten(10)days past the due date,the Lessee shall pay Lessor a late payment charge equal to five percent(5%) of each such payment not paid promptly and in full when due. Any amounts not paid promptly when due shall also accrue compounded interest of two (2%) percent per month or the maximum interest rate then allowed by Florida law,whichever is higher("Default Rate"),which interest shall be promptly paid by Lessee to Lessor. GQO Page 14 6 A 1 5 iii. During the continuation of a Default by Lessee,Lessor may sue for direct,actual damages arising out of such Default by Lessee or apply for injunctive relief as may appear necessary or desirable to enforce the performance and observance of any obligation, agreement or covenant of Lessee under the Ground Lease, or otherwise. Lessor shall be entitled to reasonable attorney's fees and costs incurred arising out of Lessee's default under the Ground Lease. c. Default by Lessor. Lessor shall in no event be charged with default in the performance of any of its obligations hereunder unless and until Lessor shall have failed to perform such obligations within thirty (30) days (or such additional time as is reasonably required to correct such default, but not to exceed an additional ninety (90) days) after written notice to Lessor by Lessee properly and in meaningful detail specifying wherein, in Lessee's judgment or opinion,Lessor has failed to perform any such obligation(s). d. No Remedy Exclusive. No remedy herein conferred upon or reserved to either party is intended to be exclusive of any other available remedy or remedies, but each and every such remedy will be cumulative and in addition to every other remedy given under the Ground Lease or hereafter existing under law or in equity. No delay or omission to exercise any right or power accruing upon any event of default will impair any such right or power nor be construed to be waived, but any such right and power maybe exercised from time to time and as often as may be deemed expedient. e. Non-Waiver. Every provision hereof imposing an obligation upon Lessee is a material inducement and consideration for the execution of the Ground Lease by Lessee and Lessor. No waiver by Lessee or Lessor of any breach of any provision of the Ground Lease will be deemed for any purpose to be a waiver of any breach of any other provision hereof or of any continuing or subsequent breach of the same provision,irrespective of the length of time that the respective breach may have continued. Miscellaneous Legal Matters 18. The Ground Lease shall be construed by and controlled under the laws of the State of Florida. In the event of a dispute under the Ground Lease, the Parties shall first use Collier County's then-current Alternative Dispute Resolution Procedure. Following the conclusion of this procedure, either Party may file an action in the Circuit Court of Collier County to enforce the terms of the Ground Lease, which Court the Parties agree to have the sole and exclusive jurisdiction. 19. Other than that certain Developer Agreement made as of[ 1 (the "Development Agreement") entered into between the Parties, and which shall automatically terminate as of Closing,the Ground Lease contains the entire agreement of the Parties with respect to the matters covered by the Ground Lease and no other agreement, statement or promise made any Party, or to any employee, officer or agent of any party,which is not contained in the Ground Lease shall be binding or valid. Time is of the essence in the doing,performance and observation of each and every term, covenant and condition of the Ground Lease by the Parties. 20. In the event state or federal laws are enacted after the execution of the Ground Lease, which are applicable to and preclude in whole or in part the Parties' compliance with the QO G Page 15 1 6R 15 terms of the Ground Lease,then in such event the Ground Lease shall be modified or revoked as is necessary to comply with such laws, in a manner which best reflects the intent of the Ground Lease. 21. Written notices hereunder shall be given to the Parties set forth below and shall be made by hand delivery,facsimile,overnight delivery or by certified mail. Written notices shall be deemed to have been given when received. For the purpose of calculating time limits which run from the giving of a particular notice,the time shall be calculated from actual receipt of the notice. Time shall run only on business days which, for purposes of the Ground Lease shall be any day other than a Saturday, Sunday or legal public holiday. Notices shall be addressed as follows: If to Lessor: County Manager Collier County Manager's Office • 3301 East Tamiami Trail Naples,Florida 34112 If to Lessee: MHP Collier II,LLC do McDowell Housing Partners,LLC 777 Brickell Avenue, Suite 1300 Miami,FL 33131 Attention: Chris Shear With a copy to: Nelson Mullins Riley & Scarborough LLP 390 North Orange Avenue, Suite 1400 Orlando,Florida 32801 Attention: Roman Petra,Esq. If to Investor: TBD With a copy to: TBD If to Leasehold TBD Mortgagee: With a copy to: TBD 22. Neither Party is not an employee,servant,representative or agent of the other Party. During the Term of the Ground Lease,neither Lessee,nor anyone acting on behalf of Lessee,shall hold itself out as an employee, servant, representative or agent of Lessor. During the Term of the Ground Lease, neither Lessor, nor anyone acting on behalf of Lessor, shall hold itself out as an employee, servant,representative or agent of Lessee.Neither Party will have the right or authority to bind the other Party without express written authorization (which may be evidenced by this Ground Lease) of'such other Party to any obligation to any third party. Except as set forth herein, no third-party is intended by the Lessor and Lessee to be a beneficiary of this Ground Lease or to have any rights to enforce the Ground Lease against either party hereto, or otherwise. Notwithstanding the foregoing, Lessor and Lessee acknowledge and agree that the Investor and each Leasehold Mortgagee shall be deemed to be third-party beneficiaries of the provisions of this Ground Lease that reference such parties.The rights of the Investor and each Leasehold Mortgagee PO G Page 16 16A15 to be third-party beneficiaries under this Ground Lease shall be the only right(express or implied) of such parties to be third-party beneficiaries under this Ground Lease. 23. Neither Party to the Ground Lease will be liable for any delay in the performance of any obligation under the Ground Lease or of any inability to perform an obligation under the Ground Lease if and to the extent that such delay in performance or inability to perform is caused by an event or circumstance of Force Majeure beyond the reasonable control of, and without the fault or negligence of,the Party claiming Force Majeure. "Force Majeure" shall include an act of God,war(declared or undeclared),sabotage,riot,insurrection,civil unrest or disturbance,military or guerrilla action,economic sanction or embargo,civil strike,work stoppage,slow-down or lock- out,explosion,fire,earthquake,severe or abnormal weather condition,hurricane,flood,lightning, wind, drought,pandemics, epidemics, or the binding order of any governmental authority. 24. Lessee will not transport, use, store, maintain, generate, manufacture, handle, dispose,release or discharge any Hazardous Materials upon or about the Leased Land,nor permit employees, representatives, agents, contractors, sub-contractors, sub-sub-contractors, material men and/or suppliers to engage in such activities upon or about the Leased Land except in the ordinary course of business. 25. In compliance with Section 404.056, Florida Statutes, all Parties are hereby made aware of the following: 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 Department. 26. The Lessor agrees to cooperate with any audits that are required to be conducted in accordance with the provisions set forth in Florida Statutes, Section 20.055(5). 27. Lessee shall execute the Ground Lease prior to it being submitted for approval by the Board of County Commissioners. A memorandum of the Ground Lease may be recorded by the Lessor in the Official Records of Collier County, Florida, within fourteen (14) days after the Term Commencement Date, at Lessee's sole cost and expense. 28. Notwithstanding anything to the contrary contained in this Lease, it is expressly understood that,commencing on the closing of tax credit financing for the Project and ending upon the expiration of the fifteen(15)year compliance period set forth in Section 42(i)(1)of the Internal Revenue Code covering the Premises(the"Tax Credit Compliance Period"),Lessor shall have no right to terminate this Lease so long as Lessee is not in default in the payment of any monetary amounts under this Lease following the giving of all required written notices and the expiration of all applicable grace periods hereunder. 29. Except as otherwise provided herein,the Ground Lease shall only be amended by mutual written consent of the Parties hereto or by their successors in interest. Notwithstanding the foregoing, Lessor acknowledges that Lessee's lenders and/or Investor(s)may request changes to the Ground Lease.Lessor agrees,with the consent of the Lessee,to reasonably amend the Ground Lease as necessary to accommodate the Lessee's lenders and/or Investor(s). GPO Page 17 1 6 A 1. 5 30. Notwithstanding anything to the contrary herein, during the Term of the Ground Lease,the Lessor shall not transfer, encumber, lien or otherwise dispose of the Fee Estate or the Premises or any interest therein without the prior written consent of the Lessee,Investor, and each Leasehold Mortgagee. 31. The Ground Lease contains the entire agreement between the parties hereto and all previous negotiations leading thereto,and it may be modified by virtue of the powers and authority vested in the Collier County Manager,Collier County,or Board of County Commissioners(subject to the terms hereof). 32. Each Party hereto shall,at any time and from time to time within ten(10)days after being requested to do so by the other Party, execute, acknowledge, and address and deliver to the requesting party (or, at the latter's request, to any existing or prospective mortgagee, transferee, Investor or other assignee of the requesting party's interest in the Premises or under this Ground Lease which acquires such interest in accordance with this Lease),a certificate in recordable form, certifying(a)that the Ground Lease is unmodified and in full force and effect(or,if there has been any modification thereof,that it is in full force and effect as so modified, stating therein the nature of such modification); (b) that Lessee has accepted possession of the Premises, and the date on which the Term commenced; (c)as to the dates to which rent and other charges arising hereunder have been paid; (d)as to the amount of any prepaid rent or any credit due to Lessee hereunder; (e) as to whether,to the best of such Party's knowledge, information and belief,the requesting Party is then in default (subject to any applicable notice, grace, and cure periods) in performing any of its obligations hereunder(and, if so, specifying the nature of each such default); and (f) as to any other fact or condition reasonably requested by the requesting Party; and acknowledging and agreeing that any statement contained in such certificate may be relied upon by the requesting Party and any such other addressee. 33. If any provision of the Ground Lease be held to be void or unenforceable under the laws of any place governing its construction or enforcement,the Ground Lease shall not be void or vitiated thereby, but shall be construed to be in force with the same effect as though such provisions were omitted. 34. This Ground Lease may be executed in one or more counterparts, each of which shall be deemed an original,but all of which shall together constitute one-in-the-same instrument. 35. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine and neuter, singular or plural, as the identity of the party or parties, personal representatives, successors or assigns may require. 36. Environmental Provisions.Lessee has inspected the Property,is familiar with the condition of the Property, including any underlying environmental conditions, and based on the foregoing; accepts such Property "as is" and with all faults, including those identified in any environmental report obtained by Lessee, and assumes all risks associated with pursuing the Project in accordance with this Lease and all applicable law. Lessee shall not (a) knowingly cause or permit the escape, disposal or release of any hazardous substances on the Property, or (b) knowingly allow the storage or use of such substances or materials in any manner not sanctioned by law or by the highest standards prevailing in the industry for the storage and use of such substances or materials on the Property, or (c) QO G Page 18 4 6 A 1 5 knowingly allow any such materials or substances to be brought onto the Property except to use in the ordinary course of Lessee's business or by lessees of the residential units of the Project. 37. Public Records. Lessee understands that by virtue of this Agreement all of its documents, records and materials of any kind, relating to the relationship created hereby, shall be open to the public for inspection in accordance with Florida law. If Lessee will act on behalf of the County, as provided under section 119.011(2), Florida Statutes, Lessee, subject to the terms of section 287.058(1)(c),Florida Statutes, and any other applicable legal and equitable remedies, shall: Keep and maintain public records required by the County to perform the service. Upon request from the County's custodian of public records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided by Florida law. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if Lessee does not transfer the records to the County. IF LESSEE HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO LESSEE'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Collier County Board of County Commissioners Communication and Customer Relations Division 3299 Tamiami Trail East Suite 102 Naples,FL 34112 (239) 252-8069 PublicRecordRequest@colliercountyfl.gov 38. To encourage the adoption of pets from Collier County Domestic Animal Services (DAS),the Lessee will allow for the waiver of pet deposit fees charged to renters who adopt a dog or cat from DAS, subject to adopted rules and restrictions. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGES TO FOLLOW] GQO Page 19 1 6A15 IN WITNESS WHEREOF,the Lessee and Lessor have hereto executed the Ground Lease as of the day and year first above written. AS TO THE LESSEE: • -4(d _"' MHP COLLIER II,LLC,a Florida limited liability Witliess(signature) company L(o 3,/, wiav1 By: MHP COLLIER II MANAGER, LLC, (print name) a Florida limited liability company,its Manager Address: 777 Brickell Ave. — /a` Suite 1300 - Miami,FL 33131 By: W.Patrick McDowell Chief Executive Officer Witness(signature) (print name) Address: 777 Brickell Ave. Suite 1300 Miami,FL 33131 STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me by means of Et/physical presence or 0 online notarization, this 2'k day of 5- 'a w► b e c, 20[24, by W. PATRICK MCDOWELL, as Chief Executive Officer of MHP COLLIER II MANAGER, LLC, a Florida limited liability company, the manager of MHP COLLIER II, LLC, a Florida limited liability company, on behalf of the limited liability companies. Said person is (check one) personally known to me or 0 has produced a valid driver's license as identification. 2 r.". [Notary Seal] Sig a of person acknowledgment N e(typed,printed or stamped): :i.Y'Wi:T.P.! I.4 ..Z Title or Rank: JENNI-St DIAZ Lys Serial number(if any): Notary PuSlic-State of Florida o' Commission#HH 3359819' My Comm.Expires Nov 28,2026 Bonded through National Notary Assn.�.� Collier County Standard Form Long-Term Ground Lease—Ekos on Collier GPD MHP Collier II,LLC Signature Page 16A15 IN WITNESS WHEREOF,the Lessee and Lessor have hereto executed the Ground Lease as of the day and year first above written. AS TO THE LESSOR: ATTEST: BOARD OF COUNTY COMMISSIONERS, , Clerk COLLIER COUNTY,FLORIDA By: By: ,Deputy Clerk (Print Name and Title) Approved as to form and legality: By: (Print Name and Title) STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me by means of 0 physical presence or 0 online notarization,this day of ,20[ ],by on behalf of the BOARD OF COUNTY COMMISSIONERS, COLLIER COUNTY,FLORIDA. Said person is(check one) 0 personally known to me or 0 has produced a valid driver's license as identification. [Notary Seal] Signature of person taking acknowledgment Name(typed,printed or stamped): Title or Rank: Serial number(if any): PO Collier County Standard Form Long-Term Ground Lease—Ekos on Collier Board of County Commissioners, Collier County,Florida Signature Page 6A15 EXHIBIT A LEGAL DESCRIPTION Legal Description The land referred to herein below is situated in the County of Collier,State of Florida, and described as follows: Parcel 1: From the intersection of the East line of State Road S-951 with a line lying 501.493 feet South of the established North line of the South 1/2 of the South 1/2 of Section 3, Township 51 South, Range 26 East,Collier County, Florida, run South 89°23'55" East 199.02 feet, parallel with the said established North line of the South 1/2 of the South 1/2,to establish the Point of Beginning.Thence from the Point of Beginning continue South 89°23'55" East 150.00 feet;thence South 0°36'05"West 1023 feet,more or less, to the centerline of a County Drainage Easement,according to an instrument recorded in Official Record Book 76 at Pages 127 and of the Public Records of said County;thence Southwesterly 172 feet, more or less,along said centerline to a line bearing South 0°36'05" West and passing through the Point of Beginning;thence North 0°36'05" East 1103 feet, more or less,to the Point of Beginning. Less the Lands described in Book 5811, Page 616. Parcel 2: Beginning at the intersection of the East line of State Road S-951 with a line lying • 501.493 feet South of the established North line of the South 1/2 of the South 1/2 of . Section 3,Township 51 South, Range 26 East,Collier County, Florida, run South 89°23'55" East 199.02 feet, parallel with the said established North line of the South 1/2 of the South 1/2;thence South 0°36'05"West 1103 feet, more or less, to the centerline of a County.•Drainage.Easement,according to an instrument recorded in Official Record Book.7.6 at Page 127 of Public Records of said County;thence Southwesterly 275 feet, • more or less,along said centerline to the said East line of State Road S-951;thence North 2°28'35" East 1237 feet, more or less,to the Point of Beginning. Less the Lands described in Book 1399, Page 224. • Collier County Standard Form Long-Term Ground Lease—Ekos on Collier C) Exhibit A 6A15 EXHIBIT B INCOME TARGETING AMI Count 30% 16 10% 40% - - 50% 80 50% 60% - _ 80% 64 40% 110% Market Total 160 100% *2024 HUD Income Limits Area Median Income Income Limit by Number of Persons in Household 1 2 3 4 5 30% $ 21,930 $ 25,050 $ 28,170 $ 31,290 $ 33,810 50% $ 36,550 $ 41,750 $ 46,950 $ 52,150 $ 56,350 80% $ 54,480 $ 66,800 $ 75,120 $ 83,440 $ 90,160 *Income Limits Subject to annual updates as released by HUD Reference:HUD FY2024 Multifamily Tax Subsidy Project Income Limits. 0 Collier County Standard Form Long-Term Ground Lease—Ekos on Collier Exhibit B i 6A15 EXHIBIT C PROJECT DESCRIPTION The Improvements include: 1. A seven-story concrete building consisting of 160 units ("Building")with surface parking with provisions for future electric car charging. The building will consist of 98 lbedroom/ 1 bath,48 2 bed/2 bath, 14 3bed. 2 bath.Unit sizes shall average between 767 sf for 1 bedrooms, 1071 sf for 2-bedrooms, and 1287 sf for 3-bedrooms. The units shall feature solid surface counter tops,plywood cabinets, luxury vinyl tile flooring with acoustical underlayment, full-sized energy star appliances including refrigerator, dishwasher, and ceiling fans with lighting fixtures. Low-flow water fixtures and energy-start ventilation fans will be available in all bathrooms. 2. Community amenities will consist of on-site management and maintenance, standalone clubhouse with multipurpose community room, fitness center, computer lab and pool. Security camera system at points of entry and exit with records retrievable for at least 30 days. Collier County Standard Form Long-Term Ground Lease—Ekos on Collier GPI Exhibit C 16A15 EXHIBIT D-DRAFT CONSTRUCTION SCHEDULE October 2024 Approval of Developer Agreement November 2024 Approval of Site Development Plan December 2024 Closing on Land March 2025 Closing on Financing April 2025 Construction Commencement February 2026 Construction Top Out February 2027 Construction Final Completion GQO } 6A15 EXHIBIT C PURCHASE AGREEMENT GQO 6A15 Commercial Contract 1.PARTIES AND PROPERTY: McDowell Acquisitions, LLC ("Buyer") 2 agrees to buy and Raymond J Bozicnik Trust and Nicolette Rae Bauer Trust ("Seller") 3 agrees to sell the property at: 4 Street Address: Parcel ID's: 0725640004 and 00725040002 5 ------------------ ------- ------ s Legal Description: See Exhibit A 7 8 and the following Personal Property: s 10 (all collectively referred to as the"Property")on the terms and conditions set forth below. 11 2. PURCHASE PRICE: S 3,750,000.00 12 (a) Deposit held in escrow by: Nelson Mullins Broad and Cassel $ 100,000 13 ("Escrow Agent")(checks ere subject la actual and final collection) 90 N Orange Ave,Suite 1400 205 3307 14 Escrow Agent's address: Orlando,FL 32801 Phone: (850) 15 (b)Additional deposit to be made to Escrow Agent 1s Ggl within days(3 days, if left blank)after completion of Due Diligence Period or 00 000 17 Cl within days after Effective Date 18 (c)Additional deposit to be made to Escrow Agent 19 II within 90 days(3 days,if left blank)after completion of Due Diligence Period or 100,000 20 ID within days after Effective Date 21 (d)Total financing(see Paragraph 5) S 22 (e)Other 23 (f)All deposits will be credited to the purchase price at closing. 24 Balance to close, subjectto adjustments and prorations,to be paid Balance 25 via wire transfer. 26 For the purposes of this paragraph,"completion"means the end of the Due Diligence Period or upon delivery of 27 Buyer's written notice of acceptability. fly 28 3.TIME FOR ACCEPTANCE; EFFECTIVE DATE;COMPUTATION OF TIME: Unless this offer is signepWeller } — 29 and Buyer and an executed copy delivered to all parties on or before 1:0.2' iAOs offer` 30 will be withdrawn and the Buyer's deposit, if any, will be returned.The time for acceptance of any counter offer will 31 3 days from the date the counter offer is delivered.The"Effective Date"of this Contract is the date on which the 32 last one of the Seller and Buyer has signed or initialed and delivered this offer or the final counter offer or 33 . Calendar days will be used when computing time periods,except time periods of 5 34 days or less.Time periods of 5 days or less will be computed without including Saturday, Sunday, or national legal 35 holidays. Any time period ending on a Saturday,Sunday,or national legal holiday will extend until 5:00 p.m.of the next 36 business day.Time is of the essence in this Contract. 37 4. CLOSING DATE AND LOCATION: See Addendum 38 (a)Closing Date:This transaction will be closed on (Closing Date), unless 39 specifically extended by other provisions of this Contract.The Closing Date will prevail over all other time periods 40 including,but not limited to,,yF-�inanci g�nnd}Due Diligence periods. In the event insurance underwriting is suspended Buyer('-*�ryi 1--- )and Seller(, `45 ) '-;�, „- acknowledge receipt of a copy of this page,which is Page 1 of 8 Pages. CC-5 Rev.9/17 ©2017 Florida Realtors' 0 Licensed to Alta Star Software and ID1823874.453508 Software and added formatting©2021 Alta Star Software,all rights reserved.•www.altastar.com•(877)279-8898 G 1 6A15 41 on Closing Date and Buyer is unable to obtain property insurance, Buyer may postpone dosing up to 5 days after 42 the insurance underwriting suspension is lifted. 43 (b)Location: Closing will take place in Collier County, Florida. (If left blank,closing will take place in the 44 county where the property is located.)Closing may be conducted by mail or electronic means. 45 THIRD PARTY FINANCING: 46 BU OBLIGATION: On or before days(5 days if left blank)after Effective Date, Buyer will apply fort ird" 47 party finan ' • in an amount not to exceed % of the purchase price or$ ,with a fi 48 interest rate no • exceed %per year with an initial variable interest rate not to exceed % points or 49 commitment or loan --s not to exceed %of the principal amount,for a term of year ,and amortized 50 over years,with a.:'tional terms as follows: 51 52 Buyer will timely provide any and al -dit,employment,financial and other inform. '.n reasonably required by any 53 lender. Buyer will use good faith and rea able diligence to(i)obtain Loan Ap• oval within days(45 days if left 54 blank)from Effective Date (Loan Approval D. - , (ii)satisfy terms and con• ons of the Loan Approval,and (iii)close 55 the loan. Buyer will keep Seller and Broker fully i armed about loan .:.lication status and authorizes the mortgage 56 broker and lender to disclose all such information to S- -r and Br. -r.Buyer will notify Seller immediately upon 57 obtaining financing or being rejected by a lender.CANCE •N: If Buyer, after using good faith and reasonable 58 diligence,fails to obtain Loan Approval by Loan Approve sate, ;uyer may within days(3 days if left blank) 59 deliver written notice to Seller stating Buyer either es this fina .' g contingency or cancels this Contract. so If Buyer does neither,then Seller may cancel ontract by deliverin• itten notice to Buyer at any time thereafter. 61 Unless this financing contingency has been -ived,this Contract shall rema'- subject to the satisfaction, by closing, of 62 those conditions of Loan Approval relat- o the Property. DEPOSIT(S)(for pur•• es of Paragraph 5 only): If Buyer 63 has used good faith and reasonabl= .iligence but does not obtain Loan Approval by 'an Approval Date and 64 thereafter either party elects to --ncel this Contract as set forth above or the lender fails • efuses to close on or 65 before the Closing Date w -out fault on Buyer's part, the Deposit(s)shall be returned to Buy- whereupon both 66 parties will be release. om all further obligations under this Contract,except for obligations state. •erein as surviving 67 the termination of - s Contract. If neither party elects to terminate this Contract as set forth above or B -r fails to use 6s good faith or -.sonable diligence as set forth above, Seller will be entitled to retain the Deposit(s)if the tra •ction 69 does not .se. For purposes of this Contract, "Loan Approval"means a statement by the lender setting forth th- erms 70 and = ditions upon which the lender is willing to make a particular mortgage loan to a particular buyer. Neither a p •royal letter not a prequalification letter shall be deemed a Loan Approval for purposes of this Contract. 72 6. TITLE: Seller has the legal capacity to and will convey marketable title to the Property by j$j statutory warranty 73 deed ❑ special warranty deed ❑ other ,free of liens, easements and 74 encumbrances of record or known to Seller, but subject to property taxes for the year of closing;covenants, 75 restrictions and public utility easements of record;existing zoning and governmental regulations;and(list any other 76 matters to which title will be subject) 77 78 provided there exists at closing no violation of the foregoing and none of them prevents Buyer's intended use of the 79 Property as Multi-Family Apartments so (a) Evidence of Title:The party who pays the premium for the title insurance policy will select the closing agent 81 and pay for the title search and closing services.Seller will,at(check one) ❑ Seller's Buyer's expense and 82 within 90 days after Effective Date or at least days before Closing Date deliver to Buyer(check one) 83 (i)a title insurance commitment by a Florida licensed title insurer setting forth those matters to be discharged by 84 Seller at or before Closing and, upon Buyer recording the deed, an owner's policy in the amount of the purchase 85 price for fee simple title subject only to exceptions stated above. If Buyer is paying for the evidence of title and 86 Seller has an owner's policy,Seller will deliver a copy to Buyer within 15 days after Effective Date.❑(ii.)an 87 abstract of title, prepared or brought current by an existing abstract firm or certified as correct by an existing firm. 88 However, if such an abstract is not available to Seller, then a prior owner's title policy acceptable to the proposed 89 insurer as a base for reissuance of coverage may be used. The prior policy will include copies of all policy 90 exceptions and an update in a format acceptable to Buyer from the policy effective date and certified to Buyer or Buyer '"T(t ._ )and Seller( ) _. acknowledge receipt of a copy of this page,which is Page 2 of 8 Pages. CC-5 Rev.9/17 102017 Florida Realto PO Licensed to Alta Star Software and 101823874.453508 Software and added formatting©2021 Alta Star Software,all rights reserved.•www.altastar.com•(877)279-8898 16A15 91 Buyer's closing agent together with copies of all documents recited in the prior policy and in the update. if such 92 an abstract or prior policy is not available to Seller then (i_)above will be the evidence of title. 93 (b)Title Examination: Buyer will, within 15 days from receipt of the evidence of title deliver written notice to Seller 94 of title defects.Title will be deemed acceptable to Buyer if(1)Buyer fails to deliver proper notice of defects or(2) 95 Buyer delivers proper written notice and Seller cures the defects within 10 days from receipt of the notice 96 ("Curative Period"). Seller shall use good faith efforts to cure the defects. If the defects are cured within the 97 Curative Period,closing will occur on the latter of 10 days after receipt by Buyer of notice of such curing or the 98 scheduled Closing Date.Seller may elect not to cure defects if Seller reasonably believes any defect cannot be 99 cured within the Curative Period. If the defects are not cured within the Curative Period,Buyer will have 10 days 10o from receipt of notice of Seller's inability to cure the defects to elect whether to terminate this Contract or accept 1o1 title subject to existing defects and close the transaction without reduction in purchase price. 102 (c)Survey: (check applicable provisions below) 103 (i.) 123 Seller will, within 10 days from Effective Date, deliver to Buyer copies of prior surveys, 104 plans,specifications, and engineering documents, if any,and the following documents relevant to this 105 transaction: 106 107 prepared for Seller or in Seller's possession, which show all currently existing structures. In the event this 108 transaction does not close, all documents provided by Seller will be returned to Seller within 10 days from the 109 date this Contract is terminated. 110 lg) Buyer will,at ❑ Seller's XI Buyer's expense and within the time period allowed to deliver and examine 111 title evidence, obtain a current certified survey of the Property from a registered surveyor, If the survey reveals 112 encroachments on the Property or that the improvements encroach on the lands of another, 0 Buyer will 113 accept the Property with existing encroachments fa such encroachments will constitute a title defect to be 114 cured within the Curative Period. 115 (d) Ingress and Egress: Seller warrants that the Property presently has ingress and egress. 116 7.PROPERTY CONDITION: Seller will deliver the Property to Buyer at the time agreed in its present"as is"condition, 117 ordinary wear and tear excepted, and will maintain the landscaping and grounds in a comparable condition.Seller 118 makes no warranties other than marketability of title. In the event that the condition of the Property has materially 119 changed since the expiration of the Due Diligence Period, Buyer may elect to terminate the Contract and receive a 12o refund of any and all deposits paid, plus interest, if applicable, or require Seller to return the Property to the required 121 condition existing as of the end of Due Diligence period,the cost of which is not to exceed $ (1.5%of 122 the purchase price,if left blank). By accepting the Property"as is", Buyer waives all claims against Seller for any 123 defects in the Property. (Check (a)or(b)) 124 ❑(a)As Is: Buyer has inspected the Property or waives any right to inspect and accepts the Property in its"as is" 125 condition. Buyer shall have until May 15.2023 126 I&(b) Due Diligence Period: Buyer will,at Buyer's expense and within days frore Effective Date("Due 127 Diligence Period"), determine whether the Property is suitable, in Buyer's sole and absolute discretion. During the 128 term of this Contract,Buyer may conduct any tests, analyses, surveys and investigations("Inspections")which 129 Buyer deems necessary to determine to Buyer's satisfaction the Property's engineering, architectural. 130 environmental properties; zoning and zoning restrictions;flood zone designation and restrictions;subdivision 131 regulations;soil and grade;availability of access to public roads,water,and other utilities;consistency with local, 132 state and regional growth management and comprehensive land use plans; availability of permits, government 133 approvals and licenses;compliance with American with Disabilities Act; absence of asbestos, soil and ground 134 water contamination;and other inspections that Buyer deems appropriate. Buyer will deliver written notice to 135 Seller prior to the expiration of the Due Diligence Period of Buyer's determination of whether or not the Property 136 is acceptable. Buyer's failure to comply with this notice requirement will constitute acceptance of the Property in 137 its present"as is"condition. Seller grants to Buyer, its agents,contractors and assigns,the right to enter the 138 Property at any time during the term of this Contract for the purpose of conducting Inspections, upon reasonable 139 notice,at a mutually agreed upon time;provided, however, that Buyer, its agents, contractors and assigns enter 140 the Property and conduct Inspections at their own risk. Buyer will indemnify and hold Seller harmless from 141 losses,damages, costs, claims and expenses of any nature, including attorneys'fees at all levels, and from 142 liability to any person,arising from the conduct of any and all inspections or any work authorized by Buyer. Buyer 143 will not engage in any activity that could result in a mechanic's lien being filed against the Property without 144 Seller's prior written consent. In the e nt this transaction does not close, (1) Buyer will repair all damages to the Buyer 1 -- )and Seller(n ) '' /acknowledge receipt of a copyof this page,which is Page 3 of 8 Pages. 9 9 9 CC-5 Rev.9/17 ©2017 Florida Realtors'Cj'CI-- Licensed to Alta Star Software and ID1823874.453508 Software and added formatting©2021 Alta Star Software,all rights reserved.•www.altastar.com•(877)279-8898 1 6 A 1 5 145 Property resulting from the Inspections and return the Property to the condition it was in prior to conduct of the 146 Inspections,and(2)Buyer will,at Buyer's expense release to Seller all reports and other work generated as a 147 result of the Inspections. Should Buyer deliver timely notice that the Property is not acceptable,Seller agrees that 148 Buyer's deposit will be immediately returned to Buyer and the Contract terminated. 149 (c)Walk-through Inspection: Buyer may,on the day prior to closing or any other time mutually agreeable to the 150 parties,conduct a final"walk-through"inspection of the Property to determine compliance with this paragraph and 151 to ensure that all Property is on the premises. 152 8.OPERATION OF PROPERTY DURING CONTRACT PERIOD: Seller will continue to operate the Property and any 153 business conducted on the Property in the manner operated prior to Contract and will take no action that would 154 adversely impact the Property after closing, as to tenants,lenders or business, if any.Any changes,such as renting 155 vacant space,that materially affect the Property or Buyer's intended use of the Property will be permitted fig only with 156 Buyer's consent❑ without Buyer's consent. i57 9.CLOSING PROCEDURE: Unless otherwise agreed or stated herein, closing procedure shall be in accordance with 158 the norms where the Property is located. 159 (a)Possession and Occupancy:Seller will deliver possession and occupancy of the Property to Buyer at 160 closing.Seller will provide keys,remote controls,and any security/access codes necessary to operate all locks, 161 mailboxes, and security systems. 162 (b) Costs: Buyer will pay Buyer's attorneys'fees,taxes and recording fees on notes, mortgages and financing 163 statements and recording fees for the deed. Seller will pay Seller's attorneys'fees,taxes on the deed and 164 recording fees for documents needed to cure title defects. if Seller is obligated to discharge any encumbrance at or 165 prior to closing and fails to do so, Buyer may use purchase proceeds to satisfy the encumbrances. 166 (c) Documents: Seller will provide the deed;bill of sale;mechanic's lien affidavit; originals of those assignable 167 service and maintenance contracts that will be assumed by Buyer after the Closing Date and letters to each 168 service contractor from Seller advising each of them of the sale of the Property and, if applicable,the transfer of its 169 contract,and any assignable warranties or guarantees received or held by Seller from any manufacturer, 170 contractor,subcontractor, or material supplier in connection with the Property;current copies of the condominium 171 documents, if applicable;assignments of leases, updated rent roll;tenant and lender estoppels letters(if 172 applicable);tenant subordination, non-disturbance and attornment agreements(SNDAs) required by the Buyer or 173 Buyer's lender;assignments of permits and licenses; corrective instruments;and letters notifying tenants of the 174 change in ownership/rental agent. if any tenant refuses to execute an estoppels letter, Seller, if requested by the 175 Buyer in writing,will certify that information regarding the tenant's lease is correct. If Seller is an entity, Seller will 176 deliver a resolution of its governing authority authorizing the sale and delivery of the deed and certification by the 177 appropriate party certifying the resolution and setting forth facts showing the conveyance conforms to the 178 requirements of local law. Seller will transfer security deposits to Buyer. Buyer will provide the closing statement, 179 mortgages and notes, security agreements,and financing statements. 180 (d)Taxes and Prorations: Real estate taxes,personal property taxes on any tangible personal property, bond 181 payments assumed by Buyer, interest, rents (based on actual collected rents),association dues, insurance 182 premiums acceptable to Buyer, and operating expenses will be prorated through the day before closing. If the lea amount of taxes for the current year cannot be ascertained, rates for the previous year will be used with due 184 allowance being made for improvements and exemptions.Any tax proration based on an estimate will, at request 185 of either party,be readjusted upon receipt of current year's tax bill;this provision will survive closing. 186 (e)Special Assessment Liens: Certified,confirmed, and ratified special assessment liens as of the Closing Date 187 will be paid by Seller. If a certified, confirmed,and ratified special assessment is payable in installments, Seller will 188 pay all installments due and payable on or before the Closing Date,with any installment for any period extending 189 beyond the Closing Date prorated, and Buyer will assume all installments that become due and payable after the 190 Closing Date. Buyer will be responsible for all assessments of any kind which become due and owing after Closing 191 Date, unless an improvement is substantially completed as of Closing Date. If an improvement is substantially 192 completed as of the Closing Date but has not resulted in a lien before closing, Seller will pay the amount of the last 193 estimate of the assessment.This subsection applies to special assessment liens imposed by a public body and 194 does not apply to condominium association special assessments. 195 (f)Foreign Investment in Real Property Tax Act(FIRPTA): If Seller is a"foreign person"as defined by FIRPTA, 196 Seller and Buyer agree to comply with Section 1445 of the Internal Revenue Code. Seller and Buyer will 197 complete, execute,and deliver as dire e,d any instrument, affidavit,or statement reasonably necessary to comply Buyer -mot' .� 1 and Seller' )(I'J acknowledge receipt of a copy of this page,which is Page 4 of 8 Pages. �✓ CC-5 Rev.9/17 ©2017 Florida Realtors"GP Licensed to Alta Star Software and 101823674.453508 Software and added formatting©2021 Alta Star Software,all rights reserved.•www.aitastar.com•(877)279-8898 16A15 198 with the FIRPTA requirements, including delivery of their respective federal taxpayer identification numbers or 199 Social Security Numbers to the closing agent.If Buyer does not pay sufficient cash at closing to meet the 200 withholding requirement, Seller will deliver to Buyer at closing the additional cash necessary to satisfy the 201 requirement. 202 10.ESCROW AGENT: Seller and Buyer authorize Escrow Agent or Closing Agent(collectively"Agent")to receive, 203 deposit,and hold funds and other property in escrow and,subject to collection, disburse them in accordance with the 204 terms of this Contract.The parties agree that Agent will not be liable to any person for misdelivery of escrowed items to 205 Seller or Buyer,unless the misdelivery is due to Agent's willful breach of this Contract or gross negligence. if Agent 206 has doubt as to Agent's duties or obligations under this Contract,Agent may, at Agent's option,(a)hold the escrowed 207 items until the parties mutually agree to its disbursement or until a court of competent jurisdiction or arbitrator 208 determines the rights of the parties or(b)deposit the escrowed items with the clerk of the court having jurisdiction over 209 the matter and file an action in interpleader.Upon notifying the parties of such action,Agent will be released from all 210 liability except for the duty to account for items previously delivered out of escrow. If Agent is a licensed real estate 211 broker,Agent will comply with Chapter 475, Florida Statutes. in any suit in which Agent interpleads the escrowed items 212 or is made a party because of acting as Agent hereunder,Agent will recover reasonable attorney's fees and costs 213 incurred, with these amounts to be paid from and out of the escrowed items and charged and awarded as court costs 214 in favor of the prevailing party. 215 11.CURE PERIOD: Prior to any claim for default being made, a party will have an opportunity to cure any alleged• 216 default. if a party fails to comply with any provision of this Contract,the other party will deliver written notice to the non- 217 complying party specifying the non-compliance.The non-complying party will have days (5 days if left blank)after 218 delivery of such notice to cure the non-compliance.Notice and cure shall not apply to failure to close. 219 12. FORCE MAJEURE: Buyer or Seller shall not be required to perform any obligation under this Contract or be liable 220 to each other for damages so long as performance or non-performance of the obligation, or the availability of services, 221 insurance,or required approvals essential to Closing, is disrupted,delayed, caused or prevented by Force Majeure. 222 "Force Majeure"means:hurricanes,floods, extreme weather, earthquakes,fire, or other acts of God, unusual 223 transportation delays, or wars, insurrections, or acts of terrorism,which, by exercise of reasonable diligent effort,the 224 non-performing party is unable in whole or in part to prevent or overcome.All time periods, including Closing Date,will 225 be extended a reasonable time up to 7 days after the Force Majeure no longer prevents performance under this 226 Contract, provided, however, if such Force Majeure continues to prevent performance under this Contract more than 227 30 days beyond Closing Date, then either party may terminate this Contract by delivering written notice to the other 228 and the Deposit shall be refunded to Buyer,thereby releasing Buyer and Sellerfrom all further obligations under this Contract. 229 13. RETURN OF DEPOSIT: Unless otherwise specified in the Contract, in the event any condition of this Contract is 230 not met and Buyer has timely given any required notice regarding the condition having not been met, Buyer's deposit 231 will be returned in accordance with applicable Florida Laws and regulations. 232 14. DEFAULT: 233 (a) In the event the sale is not closed due to any default or failure on the part of Seller other than failure to make 234 the title marketable after diligent effort,Buyer may elect to receive return of Buyer's deposit without thereby 235 waiving any action for damages resulting from Seller's breach and may seek to recover such damages or seek 236 specific performance. If Buyer elects a deposit refund, Seller may be liable to Broker for the full amount of the 237 brokerage fee. 238 (b) In the event the sale is not closed due to any default or failure on the part of Buyer, Seller may either(1) 239 retain all deposit(s)paid or agreed to be paid by Buyer as agreed upon liquidated damages, consideration for the 240 execution of this Contract, and in full settlement of any claims, upon which this Contract will terminate or(2)seek 241 specific performance. If Buyer fails to timely place a deposit as required by this Contract, Seller may either(1) 242 terminate the Contract and seek the remedy outlined in this subparagraph or(2)proceed with the Contract without 243 waiving any remedy for Buyer's default. 244 15.ATTORNEY'S FEES AND COSTS: In any claim or controversy arising out of or relating to this Contract,the 245 prevailing party, which for purposes of this provision will include Buyer,Seller and Broker,will be awarded reasonable 246 attorneys'fees, costs,and expenses. 247 16.NOTICES:All notices will be in writing and may be delivered by mail, overnight courier, personal delivery, or 248 electronic means. Parties agree to send all notices to addresses specified on the signature page(s).Any notice, 249 document, or item given by or delivered to an attorney or real estate licensee(including a transaction broker) 250 representing a party will be as effective as if given by or delivered to that party. • az Buyer and Seller( )( • acknowledge receipt of a copy of this page,which is Page 5 of S Pages. CC-5 Rev.9/17 ©2017 Florida Realtors'. Ox Licensed to Alta Star Software and'D1823674.453508 Software and added formatting©2021 Alta Star Software,all rights reserved.•www.altastar.com•(877)279-8898 251 17, DISCLOSURES: b A 15 252 (a)Commercial Real Estate Sales Commission Lien Act:The Florida Commercial Real Estate Sales 253 Commission Lien Act provides that a broker has a lien upon the owner's net proceeds from the sale of 254 commercial real estate for any commission earned by the broker under a brokerage agreement.The lien upon the 255 owner's net proceeds is a lien upon personal property which attaches to the owner's net proceeds and does not 256 attach to any interest in real'property.This lien right cannot be waived before the commission is earned. 257 (b) Special Assessment Liens Imposed by Public Body: The Property may be subject to unpaid special 258 assessment lien(s) imposed by a public body. (A public body includes a Community Development District.) Such 259 liens, if any, shall be paid as set forth in Paragraph 9(e). 260 (c) Radon Gas: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in 261 sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that 262 exceed federal and state guidelines have been found in buildings in Florida.Additional information regarding radon 263 and radon testing may be obtained from your county public health unit. 264 (d) Energy-Efficiency Rating Information: Buyer acknowledges receipt of the information brochure required by 265 Section 553.996, Florida Statutes. 266 18. RISK OF LOSS: 267 (a) If,after the Effective Date and before closing,the Property is damaged by fire or other casualty,Seller will 268 bear the risk of loss and Buyer may cancel this Contract without liability and the deposit(s)will be returned to 269 Buyer.Alternatively, Buyer will have the option of purchasing the Property at the agreed upon purchase price and 270 Seller will credit the deductible, if any and transfer to Buyer at closing any insurance proceeds,or Seller's claim 271 to any insurance proceeds payable for the damage. Seller will cooperate with and assist Buyer in collecting any 272 such proceeds. Seller shall not settle any insurance claim for damage caused by casualty without the consent of 273 the Buyer. 274 (b) If, after the Effective Date and before closing, any part of the Property is taken in condemnation or under the 275 right of eminent domain, or proceedings for such taking will be pending or threatened, Buyer may cancel this 276 Contract without liability and the deposit(s)will be returned to Buyer.Alternatively, Buyer will have the option of 277 purchasing what is left of the Property at the agreed upon purchase price and Seller will transfer to the Buyer at 278 closing the proceeds of any award, or Seller's claim to any award payable for the taking. Seller will cooperate 279 with and assist Buyer in collecting any such award. 280 19.ASSIGNABILITY; PERSONS BOUND:This Contract may be assigned to a related entity, and otherwise is not 261 assignable ❑ is assignable. If this Contract may be assigned, Buyer shall deliver a copy of the assignment agreement 282 to the Seller at least 5 days prior to Closing.The terms"Buyer," "Seller" and"Broker"may be singular or plural.This 283 Contract is binding upon Buyer, Seller and their heirs, personal representatives, successors and assigns(if 284 assignment is permitted). 285 20. MISCELLANEOUS:The terms of this Contract constitute the entire agreement between Buyer and Seller. 286 Modifications of this Contract will not be binding unless in writing, signed and delivered by the party to be bound. 287 Signatures, initials, documents referenced in this Contract, counterparts and written modifications communicated 288 electronically or on paper will be acceptable for all purposes, including delivery, and will be binding. Handwritten or 289 typewritten terms inserted in or attached to this Contract prevail over preprinted terms. If any provision of this Contract 290 is or becomes invalid or unenforceable, all remaining provisions will continue to be fully effective.This Contract will be 291 construed under Florida law and will not be recorded in any public records. 292 21. BROKERS: Neither Seller nor Buyer has used the services of, or for any other reason owes compensation to,a 293 licensed real estate Broker other than: 294 (a)Seller's Broker: Amerivest Realty Anthony V. Previte (Company Name) (Licensee) 295 1810 Tarpon Bay Drive South Naples, Florida 34119 (Address,Telephone,Fax,E-mail) 296 who❑ is a single agent Cit is a transaction broker 0 has no brokerage relationship and who will be compensated_ by 297 21.Seller❑ Buyer❑ both parties pursuant to I a listing agreement❑ other(specify) 298 299 M 300 (b)Buyer's Broker: (Compan Na Licensee) 301 (Address,Telephone,Fax,E-mail) Buyer__ )and Sellerr( ) acknowledge receipt of a copy of this page,which is Page 6 of 8 Pages. CC-5 Rev.9/17 192017 Florida Realtors' Licensed to Alta Star Software and ID1823874.453508 G Software and added formatting©2021 Alta Star Software,all rights reserved.•www.altastar.com•(877)279-8898 t 6A15 302 who❑ is a single agent❑ is a transaction broker❑ has no brokerage relationship and who will be compensated by 303 ❑ Seller's Broker❑Seller❑ Buyer❑ both partiespursuantto❑ an MLS offer of compensatianU other(specify) 304 305 (collectively referred to as"Broker")in connection with any act relating to the Property, including but not limited to 306 inquiries, introductions,consultations,and negotiations resulting in this transaction.Seller and Buyer agree to 307 indemnify and hold Broker harmless from and against losses,damages, costs and expenses of any kind, including 308 reasonable attorneys'fees at all levels, and from liability to any person,arising from(1)compensation claimed which is 309 inconsistent with the representation in this Paragraph, (2)enforcement action to collect a brokerage fee pursuant to 310 Paragraph 10, (3)any duty accepted by Broker at the request of Seller or Buyer,which is beyond the scope of 311 services regulated by Chapter 475, Florida Statutes,as amended,or(4)recommendations of or services provided and 312 expenses incurred by any third party whom Broker refers, recommends,or retains for or on behalf of Seller or Buyer. 313 22. OPTIONAL CLAUSES: (Check if any of the following clauses are applicable and are attached as an addendum to 314 this Contract): 315 ❑Arbitration 0 Seller Warranty ❑Existing Mortgage 316 0 Section 1031 Exchange 0 Coastal Construction Control Line 0 Buyer's Attorney Approval 317 0 Property Inspection and Repair ❑ Flood Area Hazard Zone • 0 Seller's Attorney Approval 316 ❑Seller Representations 0 Seiler Financing XI Other Addendum 319 23. ADDITIONAL TERMS: 320 SEE ADDENDUM 321 322 323 324 325 326 327 328 329 330 331 332 333 334 335 336 337 338 339 340 341 342 THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD,SEEK THE 343 ADVICE OF AN ATTORNEY PRIOR TO SIGNING.BROKER ADVISES BUYER AND SELLER TO VERIFY ALL 344 FACTS AND REPRESENTATIONS THAT ARE IMPORTANT TO THEM AND TO CONSULT AN APPROPRIATE 345 PROFESSIONAL FOR LEGAL ADVICE(FOR EXAMPLE,INTERPRETING CONTRACTS,DETERMINING THE 346 EFFECT OF LAWS ON THE PROPERTY AND TRANSACTION, STATUS OF TITLE, FOREIGN INVESTOR 347 REPORTING REQUIREMENTS, ETC.)AND FOR TAX, PROPERTY CONDITION,ENVIRONMENTAL AND OTHER Buyer( and Seller( ` Y ) ( ) _ acknowledge receipt of a copy of this page,which is Page 7 of 8 Pages. • CC-5 Rev.9/17 ©2017 Florida Realtors'r•O Licensed to Aita Star Software and 101823874.453508 GP Software and added formatting©2021 Alta Star Software,all rights reserved.•www.altastar.com•(877)279-6898 16A15 348 ADVICE.BUYER ACKNOWLEDGES THAT BROKER DOES NOT OCCUPY THE PROPERTY AND THAT ALL 349 REPRESENTATIONS(ORAL,WRITTEN OR OTHERWISE)BY BROKER ARE BASED ON SELLER 350 REPRESENTATIONS OR PUBLIC RECORDS UNLESS BROKER INDICATES PERSONAL VERIFICATION OF 351 THE REPRESENTATION. BUYER AGREES TO RELY SOLELY ON SELLER,PROFESSIONAL INSPECTORS AND 352 GOVERNMENTAL AGENCIES FOR VERIFICATION OF THE PROPERTY CONDITION, SQUARE FOOTAGE AND 353 FACTS THAT MATERIALLY AFFECT PROPERTY VALUE. 354 Each person signing this Contract on behalf of a party that is a business entity represents and warrants to the other 355 party that such signatory has full power and authority to enter into and perform this Contract in accordance with its 356 terms and each person executing this Contract and other documents on behalf of such party has been duly authorized 357 to do so. 356 /� Date: 10/20/2022 (Signature of Buyer 359 W. Patrick McDowell Tax ID No.: (Typed or Printed Name of Buyer) • 360 Title: Chairman&CEO of McDowell Properties, its ManagerTelephone: (786)584-2486 361 Date: (Signature of Buyer 362 Tax ID No.: (Typed or Printed Name of Buyer) 363 Title: Telephone: 364 Buyer's Address for purpose of notice 365 Facsimile: Email: ` 1 `` t! 366 � ��•% C� t.�� .��=-�-;�"'`� ti i1-4A SA--- Date: 1 (4" (Signature of Seller) 367 1.C6LE t✓ ? 3A u2-7 Q..uc- \ Tax ID No.: 3 S _ C;: 1 4 (Typed or Printed Name of Seller) -t 368 Title: Telephone: 3 �! 369 ature of -l� / J ) Date: 9 370 i ' Tax ID No.: � `l� (Tyre r Print-`b ame of Seller) 371 Title: Telephone: 372 Seller's Address for purpose of notice: ,j / CD. 373 Facsimile: Email: --11-0/ge_gc-_o ' c ,,,f The Florida Association of REALTORS°makes no representation as to the legal validity or adequacy of any provision of this form in any specific transaction.This standardized form should not be used in complex transactions or with extensive riders or additions.This form is available for use by the entire real estate industry and is not intended to identify the user as a REALTOR*.REALTOR*is a registered collective membership mark which may be used only by real estate licensees who are members of the NATIONAL ASSOCIATION OF REALTORS°and who subscribe to its Code of Ethics.The copyright laws of the United States(17 U.S.Code)forbid the unauthorized reproduction of this form by any means including facsimile or Buyer "(z )-and Seiler Y ( )( • acknowledge receipt of a copy of this page,which is Page 8 of 8 Pages. CC-5 Rev.9/17 ©2017 Florida Realtors• GQ9 Licensed to Alta Star Software and 101823874.453508 Software and added formatting©2021 Alta Star Software,all rights reserved.•www.altastar.com•(877)279-8898 t 6A15 ADDENDUM This Addendum (the"Addendum") is attached to and incorporated in that Commercial Contract dated as of October 24 ,2022 by and between McDowell Acquisitions,LLC,a Delaware limited liability company("Buyer"),and Raymond J.Bozicnik Trust and Nicolette Rae Bauer Trust("Seller")(the "Agreement"). Any capitalized terms not specifically defined herein shall have the meaning set forth in the Agreement. Nothing contained herein shall constitute or be deemed a release of any obligations or liabilities of Seller or Buyer under the Agreement except as may be provided herein. Except as provided herein, the Agreement remains in full force and effect. To the extent that the terms of this Addendum conflict with or modify the Agreement,the terms of this Addendum shall control. 1. Deposits. a. The deposit described in Section 2(a)of the Agreement shall be the"First Deposit". Five Thousand Dollars ($5,000) of the First Deposit (the "Hard Deposit") shall be non- refundable upon deposit into escrow. Commencing on December 15,2022 and continuing on the fifteenth (15t) calendar day of each month thereafter, an additional $2,500 of the First Deposit shall be non-refundable until the earlier of(a)the Agreement is terminated pursuant to the terms thereof, or (b) the expiration of the Due Diligence Period. At the expiration of the Due Diligence Period the remainder of the First Deposit shall become non-refundable,and shall remain to be held in escrow by Escrow Agent for Seller's benefit. b. The deposit described in Section 2(b)shall be the"Second Deposit."The deposit described in Section 2(c)shall be the"Third Deposit."The First Deposit, Second Deposit,and Third Deposit shall each be a"Deposit"and collectively,the"Deposits".The Second and Third Deposit shall be non-refundable upon deposit into escrow, and shall remain to be held in escrow by Escrow Agent for Seller's benefit. c. Notwithstanding the above,the Deposits will be refundable to Buyer in the event that Seller defaults under the terms of the Agreement, as described below in Section 5 of this Addendum. 2. Closing. The consummation of the transactions described in the Agreement(the"Closing") shall occur within ninety (90) days of the Third Deposit being deposited into escrow, subject to the extension rights set forth below("Closing Date"). 3. Extensions.Buyer shall, at its sole option,be entitled to three (3) successive forty-five (45) day extensions (each an "Extension") to the Closing. Buyer shall deposit into escrow the sum of $50,000("Extension Fee")for each Extension.The Extension Fee shall be applied to the Purchase Price and shall be non-refundable, except in the event that Seller defaults under the terms of the Agreement,as described below in Section 5 of this Addendum. 4. Government Approvals. Seller will cooperate with Buyer in connection with Buyer's due diligence as it relates to Buyer's intended use of the Property as Multi Family Apartments,which cooperation may include Seller's execution of authorizations or consents for Buyer to obtain approvals from the appropriate governmental agencies for Buyer's intended use of the Property. Seller shall not be responsible for any costs attributable to Buyer obtaining its governmental approvals, and in the event that Seller incurs fees and costs, including attorney fees, in assisting • O 4856-1705-7588 v.6 Ci I6A15 Buyer in obtaining its governmental approvals,Buyer shall immediately reimburse Seller for those costs and fees incurred. 5. 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, terminate this Agreement and Escrow Agent shall release to Seller, as full and complete agreed upon liquidated damages, the Deposits; provided, however, if the Buyer breaches its obligation to make any Deposit, Seller may also pursue a claim against Buyer for the amount of the Deposit which has not been timely made.If Seller will refuse 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 covenants, representations, warranties, indemnities or obligations which survive Closing 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 written notice of such default and Buyer shall have failed to cure said default within ten (10) days of its 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 undertaken efforts to cure in said time period. Notwithstanding the foregoing no such cure shall apply to failure to make any Deposit required hereunder in the required time period. [Signatures on following page] 4856-1705-7588 v.6 1 6A15 IN WITNESS WHEREOF,the parties have executed this Addendum as of the date first written above. BUYER: MCDOWELL ACQUISITIONS, LLC, a Delaware limited liability company By:McDowell Properties,a California corporation, its Manager By: W. Patrick McDowell,Chairman&CEO SELLER: Raymond J Bo ' nil:Trust `-- By: Its: Date: SELLER: Nicolette Rae Bauer Trust By: Its: Date: ! t-/ 4856.1705-7588 v.& 0 GP DocuSign Envelope ID:F9CC8180-A472-4260-AF93-A5077C1A5BC7 1 6A15 ASSIGNMENT OF PURCHASE AGREEMENT THIS ASSIGNMENT OF PURCHASE AGREEMENT(this"Assignment")is entered into as of August 2,2023 (the"Effective Date"),by and between MCDOWELL ACQUISITIONS,LLC, a Delaware limited liability company("Assignor"),and MHP COLLIER II,LLC, a Florida limited liability company("Assignee"). WHEREAS,RAYMOND J.BOZICNIK TRUST(the"Bozicnik Trust")and NICOLETTE RAE BAUER TRUST (the"Bauer Trust" and, together with the Bozicnik Trust, collectively the"Seller"), and Assignor entered into that certain Commercial Contract effective October 24, 2022, as amended pursuant to that certain First Amendment to Commercial Contract made as of February 9, 2023, as further amended pursuant to that certain Second Amendment to Commercial Contract made as of May 12, 2023, as further amended pursuant to that certain Third Amendment to Commercial Contract made as of July 14, 2023 (collectively, the "Agreement"), for the purchase and sale of land located at 6360 Collier Blvd., Naples, Florida 34114, Parcel ID's: 0725640004 and 00725040002, as more particularly described in the Agreement (the"Property"). • WHEREAS,Assignor desires to assignall of its rights and obligations under the Agreement to the Assignee and Assignee desires to assume all of the rights and obligations of Assignor under the Agreement. WHEREAS,except as otherwise expressly provided for herein,capitalized terms used herein shall have the same meaning as set forth in the Agreement. NOW, THEREFORE, in consideration of the premises and for good and valuable consideration,the receipt of which is hereby acknowledged,Assignor and Assignee acknowledge and agree as follows: 1. Recitals Affirmed. The foregoing recitals are true and correct and by this reference incorporated herein. 2. Assignment. Assignor hereby assigns to Assignee all of Assignor's rights and obligations under the Agreement. 3. Assumption.Assignee hereby assumes,agrees to be bound by and undertake to perform each and every one of the terms, covenants, and conditions to be performed by, or that are otherwise applicable to Assignor under the Agreement with respect to the purchase of the Property. 4. Release. Assignor shall be released from all of Assignor's obligations under the Agreement upon the consummation of the Closing of the transaction contemplated by the Agreement. 5. Counterparts;Facsimile.This Assignment may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Assignment. Delivery of an executed counterpart of this Assignment by facsimile or email with PDF attachment shall be equally as effective as delivery of a manually executed counterpart of this Assignment. 6. Governing Law. This Assignment shall be governed by and construed in accordance with the laws of the State of Florida. [Signatures on following page] PO 1 G DocuSign Envelope ID:F9CC8180-A472-4260-AF93-A5077C1A5BC7 1 6A15 IN WITNESS WHEREOF, the parties hereto have executed this Assignment to be effective as of the day and year first above written. ASSIGNOR: MCDOWELL ACQUISITIONS,LLC,a Delaware limited liability company By:McDowell Properties, a California corporation,its Manager DoCUSigned by: By. Pal d k4?owt(L CACDDADD517r4cc... W. Patrick McDowell CEO and Chairman ASSIGNEE: MHP COLLIER II, LLC, a Florida limited liability company By: MHP Collier II Manager, LLC, a Florida limited liability company, its Manager DocuSigned by: CO3. ?GM& oWt.(.L By: RAFanaaagnFerr. W.Patrick McDowell, Chief Executive Officer PO 2 G DocuSign Envelope ID:CC29B689-1A89-4684-8886-B8642269E3E4 i 6A15 FIRST AMENDMENT TO COMMERCIAL CONTRACT This First Amendment to Commercial Contract("Amendment") is made as of February 9 ,2023, by and between MCDOWELL ACQUISITIONS, LLC, a Delaware limited liability company ("Buyer") and RAYMOND J. BOZLCNIK TRUST and NICOLETTE RAE BAUER TRUST ("Seller"). WHEREAS, Buyer and Seller entered into that certain Commercial Contract effective October 24, 2022 (the "Agreement") concerning the purchase and sale of land located at 6360 Collier Blvd., Naples, Florida 34114, Parcel ID's: 0725640004 and 00725040002, as more particularly described in the Agreement. NOW THEREFORE, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by both parties,it is agreed to by Seller and Buyer as follows: 1. Recitals. The Recitals set forth above are true and correct and are fully incorporated into this Amendment as substantive terms and provisions. 2. Capitalized Terms; Defined Terms. All the capitalized terms used in this Amendment, but not expressly defined in this Amendment, shall have the meanings assigned to such capitalized terms as set forth in the Agreement. 3. Survey. Line 110 and a portion of line 111 are hereby deleted and replaced with the following: "Buyer will, at Buyer's expense and by February 6, 2023, obtain a current certified survey of the Property from a registered surveyor." 4. Ratification; Full Force and Effect. Except as specifically amended, updated and modified by this Amendment, the Agreement shall remain unchanged and in full force and effect. Each and every term and provision of this Amendment is hereby incorporated into the Agreement, so that each and every term and provision of this Amendment shall constitute a part of the Agreement as amended, modified and updated hereby. Further, the Agreement is hereby ratified and confirmed by the Seller and the Purchaser. 5. Conflicts. In the event of any conflict between the terms and provisions of the Agreement and the terms and provisions of this Amendment, the terms and provisions of this Amendment shall govern, control and prevail. 6. Counterparts. This Amendment may be executed in any number of separate counterparts (including by electronic application or electronic transmission), provided that both the Seller and the Purchaser executes at least one counterpart, and each of which when so executed and delivered will be deemed an original counterpart to this Amendment, but all such counterparts together will create and constitute but one and the same instrument. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature vAL93700 v.l 059397/00045 DS DocuSign Envelope ID:CC29B689-1A89-4684-8886-B8642269E3E4 1 6A 15 pages are physically attached to the same instrument. A signature of the Seller and/or the Purchaser sent by any type or form of electronic application or electronic transmission will have the same force and effect as an original signature and will be binding upon the Seller and/or the Purchaser. [Signatures on following page] 4R72-1583-1883 v.1 059397/00045 • L Oqk iS 1 6A15 DocuSign Envelope ID:CC29B689-1A89-4684-8886-B8642269E3E4 IN WITNESS WHEREOF,each of the parties below has executed this document. BUYER: MCDOWELL ACQUISITIONS,LLC, a Delaware limited liability company By: McDowell Properties,a California corporation,its Manager ,-DocuSIgned by: By: Ui Pa-MC- etl-CVI ()Je,G W.P nci"iVtijo�vell . CEO and Chairman . SELLER: RAYMOND J.7ICN4K' ,T By: C% _ Name: '12,As/ 11 U2 \c'-'-N - Its: �, NICOLETTE RAE BAUER TRUST --P Name: tC Cat E_I , ---.� .-c t -Xj`a,„0��t .___- Its: 04872-1583-IR83 v.1 DS 059397/00045 bbfk C'- u 1t DocuSIgn Envelope ID:B59220F1-3526-4587-9B04-0A048D51 D263 16 A 15 SECOND AMENDMENT TO COMMERCIAL CONTRACT This Second Amendment to Commercial Contract ("Amendment") is made as of May 12 , 2023, by and between MCDOWELL ACQUISITIONS, LLC, a Delaware limited liability company ("Buyer"), and RAYMOND J. BOZICNIK TRUST and NICOLETTE RAE BAUER TRUST("Seller"). WHEREAS,Buyer and Seller entered into that certain Commercial Contract effective October 24,2022,as amended by that certain First Amendment to Commercial Contract dated February 9,2023 (the "Agreement") concerning the purchase and sale of land located at 6360 Collier Blvd., Naples, Florida 34114, Parcel ID's: 0725640004 and 00725040002, as more particularly described in the Agreement. NOW THEREFORE,for and in consideration of the sum of Ten and No/100 Dollars($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by both parties,it is agreed to by Seller and Buyer as follows: 1. Recitals. The Recitals set forth above are true and correct and are fully incorporated into this Amendment as substantive terms and provisions. 2. Capitalized Terms;Defined Terms.All the capitalized terms used in this Amendment, but not expressly defined in this Amendment, shall have the meanings assigned to such capitalized terms as set forth in the Agreement. 3. Due Diligence. The first sentence of Section 7(b) is hereby deleted and replaced with the following: "Buyer will, at Buyer's expense, have until July 14, 2023 ("Due Diligence Period"), to determine whether the Property is suitable, in Buyer's sole and absolute discretion." 4. Third Deposit. Section 2(c) shall be amended to replace 90 days with 30 days. 5. First Deposit.As of May 15,2023,the parties acknowledge that Twenty Thousand and No/100($20,000.00)of the First Deposit has become non-refundable. 6. Ratification; Full Force and Effect. Except as specifically amended, updated and modified by this Amendment,the Agreement shall remain unchanged and in full force and effect. Each and every term and provision of this Amendment is hereby incorporated into the Agreement, so that each and every term and provision of this Amendment shall constitute a part of the Agreement as amended, modified and updated hereby. Further,the Agreement is hereby ratified and confirmed by the Seller and the Purchaser. 7. Conflicts. In the event of any conflict between the terms and provisions of the Agreement and the terms and provisions of this Amendment, the terms and provisions of this Amendment shall govern, control and prevail. 0 4887-253 7-5 075 v.1 GP 059397/00045 DocuSign Envelope ID:659220F1-3526-4587-9B04-0A048D51D263 16A 1 8. Counterparts. This Amendment may be executed in any number of separate counterparts (including by electronic application or electronic transmission), provided that both the Seller and the Purchaser executes at least one counterpart, and each of which when so executed and delivered will be deemed an original counterpart to this Amendment,but all such counterparts together will create and constitute but one and the same instrument. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same instrument. A signature of the Seller and/or the Purchaser sent by any type or form of electronic application or electronic transmission will have the same force and effect as an original signature and will be binding upon the Seller and/or the Purchaser. [Signatures on following page] PO 4887-2537-5075 v.1 (j 059397/00045 DocuSign Envelope ID:B59220F1-3526-4587-9B04-0A048D51D263 1 L A 1 5 IN WITNESS WHEREOF, each of the parties below has executed this document. BUYER: MCDOWELL ACQUISITIONS,LLC, a Delaware limited liability company By: McDowell Properties,a California corporation,its Manager DoeuSigned by: By: PING4 I fU, CAC9DA99517r4o0... W.Patrick McDowell CEO and Chairman SELLER: RAYMOND J.BOZICNIK TRUST By: So�icnik � iwr u.�o<aiau:con Name: Its: NICOLETTE RAE BAUER TRUST Ni t- ,- auer 7rucf By.li klle R.e...Trust Mar Is,MD 1139 FDn Name: Its: PO 4887-2537-5075 v.1 (j 059397/00045 1 6A15 THIRD AMENDMENT TO COMMERCIAL CONTRACT This Third Amendment to Purchase and Sale Agreement(this "Amendment") is made as of July 14, 2023 by and between MCDOWELL ACQUISITIONS, LLC, a Delaware limited liability company ("Buyer"), and RAYMOND J. BOZICNIK TRUST (the `Bozicnik Trust") and NICOLEIm RAE BAUER TRUST(the"Bauer Trust" and,together with the Bozicnik Trust,collectively the"Seller"). WHEREAS,Buyer and Seller entered into that certain Commercial Contract effective October 24, 2022 (the "Contract"), as amended by that certain First Amendment to Commercial Contract dated February 9, 2023 (the "First Amendment"), as further amended by that certain Second Amendment to Commercial Contract made as of May 12,2023(the"Second Amendment"and,together with the Contract and the First Amendment,collectively,the"Agreement")concerning the purchase and sale of land located at 6360 Collier Blvd., Naples, Florida 34114, Parcel ID's: 0725640004 and 00725040002, as more particularly described in the Agreement. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by both parties,it is agreed to by Seller and Buyer as follows: 1. Recitals.The Recitals set forth above are true and correct and are fully incorporated into this Amendment as substantive terms and provisions. 2. Capitalized Terms;Defined Terms.All the capitalized terms used in this Amendment,but not expressly defined in this Amendment, shall have the meanings assigned to such capitalized terms as set forth in the Agreement. 3. Due Diligence.The first sentence of Section 7(b) is hereby deleted and replaced with the following: "Buyer will,at Buyer's expense,have until September 12,2023("Due Diligence Period"), to determine whether the Property is suitable, in Buyer's sole and absolute discretion." 4. Ratification;Full Force and Effect.Except as specifically amended,updated and modified by this Amendment, the Agreement shall remain unchanged and in full force and effect. Each and every term and provision of this Amendment is hereby incorporated into the Agreement, so that each and every term and provision of this Amendment shall constitute a part of the Agreement as amended, modified and updated hereby.Further,the Agreement is hereby ratified and confirmed by the Seller and the Buyer. 5. Conflicts.In the event of any conflict between the terms and provisions of the Agreement and the terms and provisions of this Amendment,the terms and provisions of this Amendment shall govern, control and prevail. 6. Counterparts.This Amendment may be executed in any number of separate counterparts (including by electronic application or electronic transmission),provided that both the Seller and the Buyer executes at least one counterpart, and each of which when so executed and delivered will be deemed an original counterpart to this Amendment,but all such counterparts together will create and constitute but one and the same instrument.Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same instrument.A signature PO 1 I 6A15 of the Seller and/or the Buyer sent by any type or form of electronic application or electronic transmission will have the same force and effect as an original signature and will be binding upon the Seller and/or the Buyer. [Signatures on Following Page] 2 Cf 6A15 IN WITNESS WHEREOF,the parties hereto have executed this Amendment to be effective as of the day and year first above written. BUYER: MCDOWELL ACQUISITIONS, LLC, a Delaware limited liability company By: McDowell Properties, a California corporation,its Manager • By: Kenneth Lee President SELLER: RAYMOND J.BOZICNIK TRUST ',tow $dziatik By: Ray 3ozicnik(Jul 14,202315:01 EDT) Name: Its: NICOLETTE RAE BAUER TRUST N1cote m Eager-That Nicolette R Bauer Trust(Jul14,202314:14 EDT) By: Name: Its: PO 3 G DocuSign Envelope ID:9BA4BB2E-792E-46B4-869A-626DC65F32B6 1 6A 15 IN WITNESS WHEREOF,the parties hereto have executed this Amendment to be effective as of the day and year first above written. BUYER: MCDOWELL ACQUISITIONS, LLC, a Delaware limited liability company By: McDowell Properties, a California corporation,its Manager r_DoeuSL2.4:y. By: Kenneth Lee President SELLER: RAYMOND J.BOZICNMK TRUST By: Name: Its: NICOLETTE RAE BAYER TRUST By: Name: Its: 0 cy- 3 DocuSign Envelope ID:F996371D-2F2C-49F5-A016-A148872CB5F6 6 A 1 5 FOURTH AMENDMENT TO COMMERCIAL CONTRACT This Fourth Amendment to Purchase and Sale Agreement (this "Amendment") is made as of September 1 12 ], 2023 by and between MHP COLLIER II, LLC, a Florida limited liability company ("Buyer"), and RAYMOND J. BOZICNIK,AS TRUSTEE OF THE RAYMOND J. BOZICNIK TRUST AGREEMENT DATED SEPTEMBER 18, 2008 ("Bozicnik") and NICOLEI-11, RAE BAUER, AS TRUSTEE OF THE NICOLE 1"1'h RAE BAUER TRUST AGREEMENT DATED JUNE 24, 2008 ("Bauer"and,together with Bozicnik,collectively the"Seller"). WHEREAS, MCDOWELL ACQUISITIONS, LLC, a Delaware limited liability company (the "Initial Buyer") and Seller entered into that certain Commercial Contract effective October 24,2022(the "Contract"),as amended by that certain First Amendment to Commercial Contract dated February 9,2023 (the"First Amendment"),as further amended by that certain Second Amendment to Commercial Contract made as of May 12,2023,as amended by that certain Third Amendment to Commercial Contract made as of July 14,2023 (the"Third Amendment"),as assigned by the Initial Buyer to the Buyer pursuant to that certain Assignment of Purchase Agreement entered into as of August 2, 2023 (the "Assignment" and, together with the Contract, the First Amendment, the Second Amendment, and the Third Amendment, collectively,the "Agreement") concerning the purchase and sale of those certain lands more particularly described in the Agreement(the"Property");and WHEREAS,the Buyer and Seller wish to further amend the Agreement to(i)correct a scrivener's error with respect to the Parcel ID's for the Property as the same are listed in the Contract,First Amendment, Second Amendment,Third Amendment,and Assignment,(ii)include all addresses relating to the Property, and(iii)attach the legal description for the Property,which was erroneously omitted from the Contract,to the Agreement,all to clarify the transaction contemplated by the Agreement; and • WHEREAS,the Buyer and Seller also wish to further extend the Buyer's due diligence period as further described herein. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by both parties, it is agreed to by Seller and Buyer as follows: • 1. Recitals. The Recitals set forth above are true and correct and are fully incorporated into this Amendment as substantive terms and provisions. 2. Capitalized Terms;Defined Terms.All the capitalized terms used in this Amendment,but not expressly defined in this Amendment, shall have the meanings assigned to such capitalized terms as set forth in the Agreement. 3. Seller.Notwithstanding anything in the Agreement to the contrary, any prior reference to the Raymond J.Bozicnik Trust in the Agreement shall mean and refer to Raymond J.Bozicnik,as Trustee of the Raymond J.Bozicnik Trust Agreement Dated September 18,2008.Notwithstanding anything in the Agreement to the contrary, any prior reference to the Nicolette Rae Bauer Trust in the Agreement shall mean and refer to Nicolette Rae Bauer,as Trustee of the Nicolette Rae Bauer Trust Agreement Dated June 24,2008. • 1 0 DocuSign Envelope ID:F996371 D-2F2C-49F5-A016-A148872CB5F6 1 6A 1 4. Street Address.The Street Address of the Property described in Section 1 of the Agreement is hereby deleted and replaced with the following: "Street Address: land located at 6360 Collier Blvd., Naples, Florida 34114, Parcel ID #00725640004 and land located at 894 Henderson Creek Dr., Naples, Florida 34114, Parcel ID #00725040002." 5. Due Diligence. The first sentence of Section 7(b) is hereby deleted and replaced with the following: "Buyer will,at Buyer's expense,have until October 25,2023("Due Diligence Period"),to determine whether the Property is suitable,in Buyer's sole and absolute discretion." 6. Exhibit A.The Buyer and Seller agree that Exhibit A was unintentionally omitted from the Contract and further agree that Exhibit A attached hereto is hereby attached to the Agreement as Exhibit A. Seller represents,warrants,and agrees that the real property identified by the legal description attached hereto as Exhibit A is, at the time of the execution of the Contract was, the legal description for the real property contemplated to be sold by Seller to the Buyer pursuant to the Agreement. In the event Buyer obtains a survey of the Property prepared by a Florida licensed surveyor(the"Property Survey"), which Property Survey is certified to and in favor of Seller and such Property Survey includes a metes and bounds legal description of the Property (the"Metes and Bounds Property Description"),then at closing the Seller hereby agrees to deliver to Buyer a duly executed quit claim deed conveying title to the Property via the Metes and Bounds Property Description. • 7. Escrow Release. Buyer and Seller agree that subsequent to the execution of this Amendment,.THIRTY THOUSAND and NO/100 U.S. Dollars ($30,000.00) of the First Deposit will be released by the Escrow Agent to the Seller(the"Released Amount").Buyer agrees to provide instructions . to the Escrow Agent confirming its consent the release of the Released Amount within two (2) business days following the execution of this Amendment by Buyer and Seller. 8. Ratification:Full Force and Effect.Except as specifically amended,updated and modified • by this Amendment, the Agreement shall remain unchanged and in full force and effect. Each and every term and provision of this Amendment is hereby incorporated into the Agreement, so that each and every term and provision of this Amendment shall constitute a part of the Agreement as amended,modified and updated hereby.Further,the Agreement is hereby ratified and confirmed by the Seller and the Buyer. 9. Conflicts.In the event of any conflict between the terms and provisions of the Agreement and the terms and provisions of this Amendment,the terms and provisions of this Amendment shall govern, control and prevail. 10. Counterparts. This Amendment may be executed in any number of separate counterparts (including by electronic application or electronic transmission),provided that both the Seller and the Buyer executes at least one counterpart, and each of which when so executed and delivered will be deemed an original counterpart to this Amendment,but all such counterparts together will create and constitute but one and the same instrument.Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same instrument.A signature of the Seller and/or the Buyer sent by any type or form of electronic application or electronic transmission O 2 DocuSign Envelope ID:F996371D-2F2C-49F5-A016-A148872CB5F6 16A15 will have the same force and effect as an original signature and will be binding upon the Seller and/or the Buyer. [Signatures on Following Page] • • • • • 3 GQ� DocuSign Envelope ID:F996371 D-2F2C-49F5-A016-A148872CB5F6 16A15 • IN WITNESS WHEREOF, the parties hereto have executed this Amendment to be effective as of the day and year first above written. BUYER: MHP Collier II,LLC, a Florida limited liability company By: MHP Collier II Manager, LLC, a Florida • limited liability company,its Manager • Docuafpn.d by: • • By: (,G.visfa,+lca StiAr • • Christopher Shear Chief Operating Officer SELLER: �'c Mond J Eozicnik,Tildee Raymorig J.Bozicnik,Trustee(Sep 12,2023 16:18 EDT) RAYMOND J.BOZICNIK,AS TRUSTEE OF THE RAYMOND J. BOZICNIK TRUST AGREEMENT DATED SEPTEMBER 18, • 2008 • Nicd Efa-Ra rr Sauer, 7";-. - Nicolette Rae Bauer,Trustee(Sep 12,2023 17:04 EDT) NICOLETTE RAE BAUER, AS TRUSTEE OF THE NICOLETTE RAE BAUER TRUST AGREEMENT DATED DUNE 24,2008 • PO 4 G DocuSign Envelope ID:F996371D-2F2C-49F5-A016-A148872C85F6 t 6A15 EXHIBIT A Legal Description The land referred to herein below is situated in the County of Collier,State of Florida, and described as follows: Parcel 1: From the intersection of the East line of State Road S-951 with a line lying 501.493 feet South of the established North line of the South 1/2 of the South 1/2 of Section 3, Township 51 South, Range 26 East, Collier County, Florida, run South 89°23'55" East 199.02 feet, parallel with the said established North line of the South 1/2 of the South 1/2,to establish the Point of Beginning.Thence from the Point of Beginning continue South 89°23'55" East 150.00 feet;thence South 0°36'05"West 1023 feet, more or less, to the centerline of a County Drainage Easement,according to an instrument recorded in Official Record Book 76 at Pages 127 and of the Public Records of said County;thence Southwesterly 172 feet, more or less,along said centerline to a line bearing South 0°36'05"West and passing through the Point of Beginning;thence North 0°36'05" East 1103 feet, more or less,to the Point of Beginning. Less the Lands described in Book 5811, Page 616. • Parcel 2: Beginning at the intersection of the East line of State Road S-951 with a line lying 501.493 feet South of the established North line of the South 1/2 of the South 1/2 of . Section 3,Township 51 South, Range 26 East, Collier County, Florida,run South 89°23'55" East 199.02 feet,parallel with the said established North line of the South 1/2 of the South 1/2;thence South 0°36'05"West 1103 feet,more or less,to the centerline • of a County.Drainage.Easement,according to an instrument recorded in Official Record Book.76 at Page 127 of Public Records of said County;thence Southwesterly 275 feet, more or less,along said centerline to the said East line of State Road S-951;thence North 2°28'35" East 1237 feet,more or less,to the Point of Beginning. Less the Lands described in Book 1399, Page 224. • 5 GP 16A15 FIFTH AMENDMENT TO COMMERCIAL CONTRACT This Fifth Amendment to Purchase and Sale Agreement(this"Amendment")is made as of October 25, 2023 by and between MHP COLLIER II, LLC, a Florida limited liability company ("Buyer"), and RAYMOND J. BOZICNIK,AS TRUSTEE OF THE RAYMOND J. BOZICNIK TRUST AGREEMENT DATED SEPTEMBER 18, 2008 (`Bozicnik") and NICOLETTE RAE BAUER,AS TRUSTEE OF THE NICOLETTE RAE BAUER TRUST AGREEMENT DATED JUNE 24,2008("Bauer"and,together with Bozicnik,collectively the"Seller"). WITEREAS, MCDOWELL ACQUISITIONS, LLC, a Delaware limited liability company (the "Initial Buyer")and Seller entered into that certain Commercial Contract effective October 24,2022(the "Contract"),as amended by that certain First Amendment to Commercial Contract dated February 9;2023 (the"First Amendment"),as further amended by that certain Second Amendment to Commercial Contract made as of May 12, 2023 (the "Second Amendment"), as further amended by that certain Third Amendment to Commercial Contract made as of July 14,2023 (the"Third Amendment"),as assigned by the Initial Buyer to the Buyer pursuant to that certain Assignment of Purchase Agreement entered into as of August 2, 2023 (the "Assignment"), as further amended by that certain Fourth Amendment to Purchase and Sale Agreement made as of September 12, 2023 (the "Fourth Amendment" and, together with the Contract, the First Amendment, the Second Amendment, the Third Amendment, and the Assignment, collectively; the"Agreement") concerning the purchase and sale of those certain lands more particularly described in the Agreement(the"Property");and WHEREAS,the Buyer and Seller wish to further amend the Agreement as described herein. NOW THEREFORE, for good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged by both parties,it is agreed to by Seller and Buyer as follows: 1. Recitals. The Recitals set forth above are true and correct and are fully incorporated into this Amendment as substantive terms and provisions. 2. Capitalized Terms;Defined Terms.All the capitalized terms used in this Amendment, but not expressly defined in this Amendment,shall have the meanings assigned to such capitalized terms as set forth in the Agreement. 3. Due Diligence.The first sentence of Section 7(b) is hereby deleted and replaced with the following: "Buyer will,at Buyer's expense,have until December 29,2023 ("Due Diligence Period"), to determine whether the Property is suitable, in Buyer's sole and absolute discretion." 4. Escrow Release. Buyer and Seller agree that the TWO THOUSAND FIVE HUNDRED and NO/100 U.S. Dollars ($2,500.00) portion of the First Deposit that became non-refundable on October 15,2023 shall be released by the Escrow Agent to the Seller within three(3)business days after the effective date of this Amendment(the"First Release")and Buyer and Seller further agree that the TWO THOUSAND FIVE HUNDRED and NO/100 U.S. Dollars ($2,500.00) portion of the First Deposit that becomes non-refundable on November 15,2023 shall be released by Escrow 1 PO C 1 6A 15 Agent to the Seller on or before November 20, 2023 (the "Second Release" and together, collectively,the "Released Amounts"). Buyer agrees to provide instructions to the Escrow Agent confirming its consent to the release of the Released Amounts on the respective dates described above within two(2)business days following the execution of this Amendment by Buyer and Seller. 5. Residential Lease of the Property by Seller. A new Section 6 is hereby added to that certain Addendum attached to and incorporated in the Contract as follows: "6. Residential Leases by Seller. Beginning on October 25, 2023 and terminating upon the end of the Due Diligence Period, Seller may market those certain improvements then constructed on the Property for lease to a residential tenant(a"Residential Lease").Any such Residential Lease must provide for a lease term that terminates no later than six(6) months after the Closing Date. Prior to entering into any Residential Lease,Seller shall provide Buyer with a copy of the proposed . Residential Lease evidencing a term that terminates not more than six(6)months after the Closing Date prior to the execution by Seller of such Residential Lease.All lease payments made by a tenant under a Residential Lease prior to and after Closing shall be payable to and retained by Seller.". 6. Ratification;Full Force and Effect.Except as specifically amended,updated and modified by this Amendment, the Agreement shall remain unchanged and in full force and effect. Each and every term and provision of this Amendment is hereby incorporated into the Agreement, so that each and every term and provision of this Amendment shall constitute a part of the Agreement as amended,modified and updated hereby.Further,the Agreement is hereby ratified and confirmed by the Seller and the Buyer. 7. Conflicts. In the event of any conflict between the terms and provisions of the Agreement and the terms and provisions of this Amendment,the terms and provisions of this Amendment shall govern, control and prevail. 8. Counterparts. This Amendment may be executed in any number of separate counterparts (including by electronic application or electronic transmission),provided that both the Seller and the Buyer executes at least one counterpart, and each of which when so executed and delivered will be deemed an original counterpart to this Amendment,but all such counterparts together will create and constitute but one and the same instrument.Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same instrument.A signature of the Seller and/or the Buyer sent by any type or form of electronic application or electronic transmission will have the same force and effect as an original signature and will be binding upon the Seller and/or the Buyer. [Signatures on Following Page) 2 Cf 16A15 IN WITNESS WHEREOF,the parties hereto have executed this Amendment to be effective as of the day and year first above written. BUYER: IVIIHP Collier II,LLC, a Florida limited liability company By: MHP Collier 1.1 Manager, LLC, a Florida limited liability company, its Manager By: Chi.stopher S Chief Operating Officer SELLER: RAYMOND J.BOZICNEK,AS TRUSTEE OF THE RAYMOND I BOZICNIK TRUST AGREEMENT DATED SEPTEMBER 18, 2008 NICOLETTE RAE BAUER, AS TRUSTEE OF THE NICOLETTE RAE BAUER TRUST AGREEMENT DATED JUNE 24,2008 0 3 GP 1 bA 15 IN WITNESS WHEREOF,the parties hereto have executed this Amendment to be effective as of the day and year first above written. BUYER: MHP Collier II,LLC, a Florida limited liability company By: MEP Collier II Manager, LLC, a Florida limited liability company,its Manager • By: Christopher Shear Chief Operating Officer SELLER: RAYMOND J.BOZICNIK,AS TRUSTEE OF THE RAYMOND J. BOZICNIK TRUST AGREEMENT DATED SEPTEMBER 18, 2008 Nicolette Rae Bauer NICOLETTE RAE BAUER, AS TRUSTEE OF THE NICOLETTE RAE BAUER TRUST AGREEMENT DATED JUNE 24,2008 Signature: Nicolette to t2 Rae 2 gage?Email: goodlandgal23@aol.com 0 3 GP 16A15 Final - Fifth Amendment to Commercial Contract - 6360 Collier Blvd_ Final Audit Report 2023-10-25 Created: 2023-10-25 By: Melissa Reilly(melissa@firsttitlenaples.com) Status: Signed Transaction ID: CBJCHBCAABAAdNu2lBh-1c6A9tCgOeBeDlNndgtiW1ed • "Final Fifth Amendment to Commercial Contract - 6360 Collier Blvd_" History t Document created by Melissa Reilly(melissa@firsttitlenaples.com) 2023-10-25-8:47:40 PM GMT E Document emailed to goodlandga123@aol.com for signature 2023-10-25-8:48:39 PM GMT t Email viewed by goodlandga123@aol.com 2023-10-25-8:49:15 PM GMT o Signer goodlandgal23@aol.com entered name at signing as Nicolette Rae Bauer 2023-10-25-8:50:32 PM GMT (56 Document e-signed by Nicolette Rae Bauer(goodlandgal23@aol.com) Signature Date:2023-10-25-8:50:34 PM GMT-Time Source:server el Agreement completed. 2023-10-25-8:50:34 PM GMT Adobe Acrobat Sign l6A15 IN WITNESS WHEREOF,the parties hereto have executed this Amendment to be effective as of the day and year first above written. BUYER: MHP Collier II,LLC,a Florida limited liability company By: MHP Collier II Manager, LLC, a Florida limited liability company,its Manager • By: Christopher Shear Chief Operating Officer SELLER: October 25,2023 Ray J Bozicnik RAYMOND J.BOZICNIK,AS TRUSTEE OF THE RAYMOND J. BOZICNIK TRUST AGREEMENT DATED SEPTEMBER 18, 2008 Nic NICOLETTE RAE BAUER, AS TRUSTEE OF THE NICOLETTE RAE BAUER TRUST AGREEMENT DATED JUNE 24,2008 Signature: Ray 'oziciilk Ray Bozicnik(Oct 25,202316:19 EDT) Email: lilbar@comcast.net 3 GP0 1 6A 15 Final - Fifth Amendment to Commercial Contract - 6360 Collier Blvd_ Final Audit Report 2023-10-25 Created: 2023-10-25 By: Melissa Reilly(melissa@firsttitlenaples.com) Status: Signed Transaction ID: CBJCHBCAABAABmneMUrINInKYB9jw0ExPGAQTpAmbM68 "Final - Fifth Amendment to Commercial Contract - 6360 Collier Blvd_" History ,t Document created by Melissa Reilly(melissa@firsttitlenaples.com) 2023-10-25-7:28:28 PM GMT E Document emailed to Ray Bozicnik(lilbar@comcast.net)for signature 2023-10-25-7:29:43 PM GMT n Email viewed by Ray Bozicnik(lilbar@comcast.net) 2023-10-25-8:07:00 PM GMT OP Document e-signed by Ray Bozicnik(lilbar©comcast.net) Signature Date:2023-10-25-8:19:56 PM GMT-Time Source:server 0 Agreement completed. 2023-10-25-8:19:56 PM GMT PO el Adobe Acrobat Sign �' DocuSign Envelope ID:DE737A22-3F6D-42A5-BFD2-A3230315A95B 1 6 A 1 5 SIXTH AMENDMENT TO COMMERCIAL CONTRACT This Sixth Amendment to Purchase and Sale Agreement (this "Amendment") is made as of December 18, 2023 by and between MHP COLLIER II, LLC, a Florida limited liability company ("Buyer"), and RAYMOND J. BOZICNIK,AS TRUSTEE OF THE RAYMOND J. BOZICNIK TRUST AGREEMENT DATED SEPTEMBER 18, 2008 ("Bozicnik") and NICOLE'ITb RAE BAUER, AS TRUSTEE OF THE NICOLE FIE RAE BAUER TRUST AGREEMENT DATED JUNE 24, 2008 ("Bauer"and,together with Bozicnik,collectively the"Seller"). WHEREAS, MCDOWELL ACQUISITIONS, LLC, a Delaware limited liability company (the "Initial Buyer") and Seller entered into that certain Commercial Contract effective October 24,2022(the "Contract"),as amended by that certain First Amendment to Commercial Contract dated February 9,2023 (the"First Amendment"),as further amended by that certain Second Amendment to Commercial Contract made as of May 12, 2023 (the "Second Amendment"), as further amended by that certain Third Amendment to Commercial Contract made as of July 14,2023 (the"Third Amendment"),as assigned by the Initial Buyer to the Buyer pursuant to that certain Assignment of Purchase Agreement entered into as of August 2,2023(the"Assignment"),as further amended by that certain Fourth Amendment to Commercial Contract made as of September 12, 2023 (the"Fourth Amendment"), as further amended by that certain Fifth Amendment to Commercial Contract made as of October 25, 2023 (the "Fifth Amendment" and, together with the Contract, the First Amendment, the Second Amendment, the Third Amendment, the Assignment,and the Fourth Amendment,collectively,the"Agreement")concerning the purchase and sale of those certain lands more particularly described in the Agreement(the"Property");and WHEREAS,the Buyer and Seller wish to further amend the Agreement as described herein. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by both parties,it is agreed to by Seller and Buyer as follows: 1. Recitals.The Recitals set forth above are true and correct and are fully incorporated into this Amendment as substantive terms and provisions. 2. Capitalized Terms: Defined Terms.All the capitalized terms used in this Amendment,but not expressly defined in this Amendment,shall have the meanings assigned to such capitalized terms as set forth in the Agreement. 3. Due Diligence. The first sentence of Section 7(b) (a portion of line 126 and a portion of line 127) of the Agreement is hereby deleted and replaced with the following to extend the Due Diligence Period through January 29,2024: "Buyer will, at Buyer's expense,have until January 29,2024("Due Diligence Period"),to determine whether the Property is suitable,in Buyer's sole and absolute discretion." 4. First Deposit. Section 1(a) of that certain Addendum dated as of October 24, 2022, as attached to the Initial Agreement,is hereby deleted and replaced with the following: "1. Deposits. 1 GQO DocuSign Envelope ID:DE737A22-3F6D-42A5-BFD2-A3230315A95B 16 A 15 a. The deposit described in Section 2(a)of the Agreement shall be the"First Deposit".Five Thousand Dollars ($5,000) of the First Deposit (the "Hard Deposit") shall be non- refundable upon deposit into escrow.Commencing on December 15,2022,and continuing on the fifteenth(15th)calendar day of each month thereafter until December 15,2023, an additional $2,500 of the First Deposit shall be non-refundable until the earlier of(a) the Agreement is terminated pursuant to the terms thereof, or (b) the expiration of the Due Diligence Period.Commencing on January 15,2024,and continuing on the fifteenth(15th) calendar day of each month thereafter,an amount equal to$5,000 of the First Deposit shall become non-refundable until the earlier of(a)the Agreement is terminated pursuant to the terms thereof, or (b) the expiration of the Due Diligence Period.At the expiration of the Due Diligence Period the remainder of the First Deposit shall become non-refundable,and shall remain to be held in escrow by Escrow Agent for Seller's benefit." 5. Escrow Releases. a. Buyer and Seller agree that the TWO THOUSAND FIVE HUNDRED and NO/100 U.S. Dollars ($2,500.00) portion of the First Deposit that became non-refundable on December 15, 2023 shall be released by the Escrow Agent to the Seller on or before December 29, 2023 (the "December 2023 Release"). Buyer agrees to provide instructions to the Escrow Agent confirming its consent to the release of the First Release within two(2)business days following the execution of this Amendment by Buyer and Seller. b. Buyer and Seller agree that the FIVE THOUSAND and NO/100 U.S.Dollars ($5,000.00) portion of the First Deposit that becomes non-refundable on January 15,2024 shall be released by Escrow Agent to the Seller on or before January 22, 2024 (the"January 2024 Release"). Buyer agrees to provide instructions to the Escrow Agent confirming its consent to the release of the Second Release not later than two (2) business days prior to January 22, 2024. Buyer and Seller acknowledge and agree that, notwithstanding anything to the contrary,all Deposits received by the Escrow Agent shall be applied to the purchase price at Closing,including any amounts of the Deposit which were released to Seller prior to the date of this Amendment and any amounts of the Deposit which may be hereafter released to Seller (including the December 2023 release and the January 2024 release"). 6. Ratification;Full Force and Effect.Except as specifically amended,updated and modified by this Amendment, the Agreement shall remain unchanged and in full force and effect. Each and every term and provision of this Amendment is hereby incorporated into the Agreement, so that each and every term and provision of this Amendment shall constitute a part of the Agreement as amended,modified and updated hereby.Further,the Agreement is hereby ratified and confirmed by the Seller and the Buyer. 7. Conflicts.In the event of any conflict between the terms and provisions of the Agreement and the terms and provisions of this Amendment,the terms and provisions of this Amendment shall govern, control and prevail. 0 2 CY. DocuSign Envelope ID:DE737A22-3F6D-42A5-BFD2-A3230315A95B 1 6 A 15 8. Counterparts.This Amendment may be executed in any number of separate counterparts (including by electronic application or electronic transmission),provided that both the Seller and the Buyer executes at least one counterpart, and each of which when so executed and delivered will be deemed an original counterpart to this Amendment,but all such counterparts together will create and constitute but one and the same instrument.Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same instrument.A signature of the Seller and/or the Buyer sent by any type or form of electronic application or electronic transmission will have the same force and effect as an original signature and will be binding upon the Seller and/or the Buyer. [Signatures on Following Page] PO 3 G DocuSign Envelope ID:DE737A22-3F6D-42A5-BFD2-A3230315A953 16A15 IN WITNESS WHEREOF,the parties hereto have executed this Amendment to be effective as of the day and year first above written. BUYER: MHP Collier II,LLC, a Florida limited liability company By: MHP Collier II Manager, LLC, a Florida limited liability company,its Manager By: �a isto S i Ar Christopher Shear Chief Operating Officer SELLER: Rau Bozicnik(Dec 15,2023 16:38 EST) RAYMOND J.BOZICNIK,AS TRUSTEE OF THE RAYMOND J. BOZICNIK TRUST AGREEMENT DATED SEPTEMBER 18, 2008 Ncotet e Rae Ear et Nicolette Rae Bauer(Dec 15,2023 16:37 EST) NICOLETTE RAE BAUER, AS TRUSTEE OF THE NICOLETTE RAE BAUER TRUST AGREEMENT DATED JUNE 24,2008 0 4 DocuSign Envelope ID:9536464C-36F6-4B89-ADD5-812BD8D4755D 1 6A 1 5 SEVENTH AMENDMENT TO COMMERCIAL CONTRACT This Seventh Amendment to Commercial Contract(this"Amendment")is made as of January 29, 2024 by and between MHP COLLIER II, LLC, a Florida limited liability company ("Buyer"), and RAYMOND J. BOZICNIK,AS TRUSTEE OF THE RAYMOND J. BOZICNIK TRUST AGREEMENT DATED SEPTEMBER 18, 2008 ("Bozicnik") and NICOLETTE RAE BAUER,AS TRUSTEE OF THE NICOLETTE RAE BAUER TRUST AGREEMENT DATED JUNE 24,2008("Bauer"and,together with Bozicnik, collectively the"Seller"). WHEREAS, MCDOWELL ACQUISITIONS, LLC, a Delaware limited liability company (the "Initial Buyer") and Seller entered into that certain Commercial Contract effective October 24,2022(the "Contract"), as supplemented by that certain Addendum dated as of October 24, 2022 attached to and incorporated in the Contract(the "Addendum" and, together with the Contract, collectively, the "Initial Agreement"), which Initial Agreement was amended by that certain First Amendment to Commercial Contract made as of February 9,2023(the"First Amendment"),as further amended by that certain Second Amendment to Commercial Contract made as of May 12, 2023 (the "Second Amendment"), as further amended by that certain Third Amendment to Commercial Contract made as of July 14,2023 (the"Third Amendment"), as assigned by the Initial Buyer to the Buyer pursuant to that certain Assignment of Purchase Agreement entered into as of August 2, 2023 (the "Assignment"), as further amended by that certain Fourth Amendment to Commercial Contract made as of September 12, 2023 (the "Fourth Amendment"), as further amended by that certain Fifth Amendment to Commercial Contract made as of October 25, 2023 (the "Fifth Amendment"), as further amended by that certain Sixth Amendment to Commercial Contract made as of December 18, 2023 (the "Sixth Amendment" and, together with the Initial Agreement,the First Amendment, the Second Amendment,the Third Amendment,the Assignment, the Fourth Amendment, and the Fifth Amendment,collectively,the"Agreement")concerning the purchase and sale of those certain lands more particularly described in the Agreement(the"Property");and WHEREAS,the Buyer and Seller wish to further amend the Agreement as described herein. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by both parties,it is agreed to by Seller and Buyer as follows: 1. Recitals. The Recitals set forth above are true and correct and are fully incorporated into this Amendment as substantive terms and provisions. 2. Capitalized Terms.,Defined Terms.All the capitalized terms used in this Amendment,but not expressly defined in this Amendment,shall have the meanings assigned to such capitalized terms as set forth in the Agreement. 3. Second Deposit. Section 2(b) of the Contract(line 15, line 16, and line 17) (as amended) is hereby deleted and replaced with the following: "(b)Additional Deposit to be made to Escrow Agent not later than February 29,2024: $100,000.00" 1 GPO DocuSign Envelope ID:9536464C-36F6-4B89-ADD5-812BD8D4755D 1 6 A 15 4. Third Deposit. Section 2(c)of the Contract(line 18,line 19,and line 20) (as amended)is hereby deleted and replaced with the following: "(c)Additional Deposit to be made to Escrow Agent not later than March 30,2024: $100,000.00" 5. Deposits. Section 1 of the Addendum(as amended)is hereby deleted and replaced with the following: "1. Deposits. • a. The deposit described in Section 2(a)of the Agreement shall be the"First Deposit".Buyer and Seller acknowledge and agree that, as of January 29, 2024 (date of the expiration of the Due Diligence Period),Forty-Two Thousand Five Hundred and No/100 U.S. Dollars ($42,500.00) of the First Deposit have become non-refundable and have been released to the Seller.At the expiration of the Due Diligence Period,the remaining balance of the First Deposit,equal to Fifty-Seven Thousand Five Hundred and No U.S.Dollars ($57,500.00), shall become non-refundable(the"Due Diligence Period Release Amount").The Escrow Agent shall release the Due Diligence Period Release Amount to the Seller not later than February 14,2024. b. The deposit described in Section 2(b) of the Agreement (as amended pursuant to this Seventh Amendment to Commercial Contract made as of January 29,2024 by and between MHP Collier II,LLC,a Florida limited liability company and RAYMOND J BOZICNIK, AS TRUSTEE OF THE RAYMOND J. BOZICNIK TRUST AGREEMENT DATED SEPTEMBER 18, 2008 and NICOLETTE RAE BAUER, AS TRUSTEE OF THE NICOLETTE RAE BAUER TRUST AGREEMENT DATED JUKE 24, 2008 (the "Seventh Amendment"))shall be the"Second Deposit."The deposit described in Section 2(c) of the Agreement (as amended pursuant to this Seventh Amendment) shall be the "Third Deposit." The First Deposit, Second Deposit, and Third Deposit shall each be a "Deposit" and collectively,the "Deposits". The Second and Third Deposit shall be non- refundable upon deposit into escrow and shall be held in escrow by Escrow Agent for Seller's benefit. c. Notwithstanding the foregoing,to the extent the Second Deposit is deposited into escrow with the Escrow Agent,an amount equal to fifty percent(50%)of the Second Deposit(the "Second Deposit Release")will be released to Seller within three(3)business days after the Second Deposit is deposited into escrow with the Escrow Agent. d. Notwithstanding the foregoing,to the extent the Third Deposit is deposited into escrow with the Escrow Agent, an amount equal to fifty percent(50%) of the Third Deposit(the "Third Deposit Release")will be released to Seller within three (3) business days after the Third Deposit is deposited into escrow with the Escrow Agent. e. Notwithstanding anything to the contrary, all Deposits made by Buyer, including any amounts of the Deposits which may be released to Seller prior to Closing, will be 2 GQO DocuSign Envelope ID:9536464C-36F6-4B89-ADD5-812BD8D4755D 16A15 refundable to Buyer in the event that Seller defaults under the terms of the Agreement,as described below in Section 5 of this Addendum. Further notwithstanding anything to the contrary,all Deposits received by the Escrow Agent shall be applied to the purchase price at Closing,including any amounts of the Deposits which may be released to Seller prior to Closing." 6. Extensions. Section 3 of the Addendum(as amended)is hereby deleted and replaced with the following: "3. Extensions.Buyer shall,at its sole option,be entitled to three(3)successive forty-five(45) day extensions(each an"Extension")to the Closing Date.Buyer shall deposit into escrow with the Escrow Agent the sum of $50,000 (each an "Extension Deposit") for each Extension.Except as set forth herein,each Extension Deposit shall be non-refundable upon deposit by Buyer and all Extension Deposits deposited by Buyer, including any amounts. of any Extension Deposit which may be released to Seller prior to Closing,shall be applied to the purchase price at Closing. Within three (3) business days after the Escrow Agent receives an Extension Deposit, Escrow Agent shall release fifty percent (50%) of such Extension Deposit to the Seller. Notwithstanding anything to the contrary, all Extension Deposits made by the Buyer,including any amounts of any Extension Deposit which may be released to Seller prior to Closing, shall be refundable to Buyer in the event that Seller defaults under the terms of the Agreement, as described below in Section 5 of this Addendum." 7. Buyer Due Diligence Materials.Not later than February 29, 2024,Buyer shall provide to Seller copies of the following materials,to the extent Buyer has actually received and actually possesses the same as of the date of this Amendment(the"Buyer Due Diligence Materials"):(i)all reports(including engineer,environmental,and mitigation reports)generated as a result of the Inspections conducted by Initial Buyer and/or Buyer during the Due Diligence Period; (ii) any amendments to that certain American Land Title Association Commitment for Title Insurance issued by First American Title Insurance Company dated October 8,2022(the`Buyer Title Commitment"),(iii)any amendments to that certain ALTA/NSPS Land Title Survey dated January 27,2023 and revised on February 15,2023 (the"Buyer Survey"),and(iv)any applications and/or supplemental applications submitted to any governmental entity/authority by Buyer in connection with Buyer's development of the Property as multi-family apartments. Notwithstanding the foregoing,Buyer shall not be required to provide Seller with copies of any Buyer Due Diligence Materials which contain proprietary information of the Buyer or Initial Buyer. Seller agrees that any Buyer Due Diligence Materials provided,the Buyer Title Commitment,and the Buyer Survey are solely for reference purposes,and that neither Buyer,nor Initial Buyer,shall have any responsibility or liability to Seller,or any other party,in connection with the use of any Buyer Due Diligence Materials,the Buyer Title Commitment, and/or the Buyer Survey by Seller or any other party. 8. Ratification;Full Force and Effect.Except as specifically amended,updated and modified by this Amendment, the Agreement shall remain unchanged and in full force and effect. Each and every term and provision of this Amendment is hereby incorporated into the Agreement, so that each and every term and provision of this Amendment shall constitute a part of the Agreement as amended,modified and updated hereby.Further,the Agreement is hereby ratified and confirmed by the Seller and the Buyer. 3 QO G DocuSign Envelope ID:9536464G36F6-4B89-ADD5-812BD8D4755D 16A15 9. Conflicts.In the event of any conflict between the terms and provisions of the Agreement and the terms and provisions of this Amendment,the terms and provisions of this Amendment shall govern, control and prevail. 10. Counterparts. This Amendment may be executed in any number of separate counterparts (including by electronic application or electronic transmission),provided that both the Seller and the Buyer executes at least one counterpart, and each of which when so executed and delivered will be deemed an original counterpart to this Amendment,but all such counterparts together will create and constitute but one and the same instrument.Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same instrument.A signature of the Seller and/or the Buyer sent by any type or form of electronic application or electronic transmission will have the same force and effect as an original signature and will be binding upon the Seller and/or the Buyer. [Signatures on Following Page] 4 (yp DocuSign Envelope ID:9536464C-36F6-4589-ADD5-812BD8D4755D 6A 15 IN WITNESS WHEREOF,the parties hereto have executed this Amendment to be effective as of the day and year first above written. BUYER: MHP Collier H,LLC, a Florida limited liability company By: MHP Collier II Manager, LLC, a Florida limited liability company,its Manager DocuSipned by: • L1.71,triSS ' 95119D7 8J !opher Shear Chief Operating Officer SELLER: RAYMOND J.BOZICNIK,AS TRUSTEE OF THE RAYMOND J. BOZICNIK TRUST AGREEMENT DATED SEPTEMBER 18, 2008 NICOLETTE RAE BAITER, AS TRUSTEE OF THE NICOLETTE RAE BAITER TRUST AGREEMENT DATED JUNE 24,2008 5 op 1 6A 15 SEVENTH AMENDMENT TO COMMERCIAL CONTRACT This Seventh Amendment to Commercial Contract(this"Amendment")is made as of January 29, 2024 by and between MHP COLLIER II, LLC, a Florida limited liability company ("Buyer"), and RAYMOND J. BOZICNIK,AS TRUSTEE OF THE RAYMOND J. BOZICNIK TRUST AGREEMENT DATED SEPTEMBER 18, 2008 ("Bozicnik") and NICOLEf1'h RAE BAUER,AS TRUSTEE OF THE NICOLE'1"1'h RAE BAUER TRUST AGREEMENT DATED JUKE 24,2008("Bauer" and,together with Bozicnik,collectively the"Seller"). WHEREAS, MCDOWELL ACQUISITIONS, LLC, a Delaware limited liability company (the "Initial Buyer") and Seller entered into that certain Commercial Contract effective October 24,2022(the "Contract"), as supplemented by that certain Addendum dated as of October 24, 2022 attached to and incorporated in the Contract (the "Addendum" and, together with the Contract, collectively, the "Initial Agreement"), which Initial Agreement was amended by that certain First Amendment to Commercial Contract made as of February 9,2023(the"First Amendment"),as further amended by that certain Second Amendment to Commercial Contract made as of May 12, 2023 (the "Second Amendment"), as further amended by that certain Third Amendment to Commercial Contract made as of July 14, 2023(the "Third Amendment"), as assigned by the Initial Buyer to the Buyer pursuant to that certain Assignment of Purchase Agreement entered into as of August 2, 2023 (the "Assignment"), as further amended by that certain Fourth Amendment to Commercial Contract made as of September 12, 2023 (the "Fourth Amendment"), as further amended by that certain Fifth Amendment to Commercial Contract made as of October 25, 2023 (the "Fifth Amendment"), as further amended by that certain Sixth Amendment to Commercial Contract made as of December 18, 2023 (the "Sixth Amendment" and, together with the Initial Agreement,the First Amendment,the Second Amendment,the Third Amendment, the Assignment, the Fourth Amendment, and the Fifth Amendment,collectively,the"Agreement")concerning the purchase and sale of those certain lands more particularly described in the Agreement(the"Property");and WHEREAS,the Buyer and Seller wish to further amend the Agreement as described herein. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by both parties,it is agreed to by Seller and Buyer as follows: 1. Recitals. The Recitals set forth above are true and correct and are fully incorporated into this Amendment as substantive terms and provisions. 2. Capitalized Terms: Defined Terms.All the capitalized terms used in this Amendment,but not expressly defined in this Amendment,shall have the meanings assigned to such capitalized terms as set forth in the Agreement. 3. Second Deposit. Section 2(b) of the Contract (line 15,line 16, and line 17) (as amended) is hereby deleted and replaced with the following: "(b)Additional Deposit to be made to Escrow Agent not later than February 29,2024: $100,000.00" 0 1 c P 6415 4. Third Deposit. Section 2(c) of the Contract(line 18, line 19, and line 20) (as amended) is hereby deleted and replaced with the following: "(c)Additional Deposit to be made to Escrow Agent not later than March 30,2024: $100,000.00" 5. Deposits.Section 1 of the Addendum(as amended)is hereby deleted and replaced with the following: "1. Deposits. a. The deposit described in Section 2(a)of the Agreement shall be the"First Deposit".Buyer and Seller acknowledge and agree that, as of January 29, 2024 (date of the expiration of the Due Diligence Period), Forty-Two Thousand Five Hundred and No/100 U.S. Dollars ($42,500.00) of the First Deposit have become non-refundable and have been released to the Seller.At the expiration of the Due Diligence Period,the remaining balance of the First Deposit,equal to Fifty-Seven Thousand Five Hundred and No U.S.Dollars ($57,500.00), shall become non-refundable(the"Due Diligence Period Release Amount").The Escrow Agent shall release the Due Diligence Period Release Amount to the Seller not later than February 14, 2024. b. The deposit described in Section 2(b) of the Agreement (as amended pursuant to this Seventh Amendment to Commercial Contract made as of January 29,2024 by and between MHP Collier II,LLC,a Florida limited liability company and RAYMOND J BOZICNIK, AS TRUSTEE OF THE RAYMOND J. BOZICNIK TRUST AGREEMENT DATED SEPTEMBER 18, 2008 and NICOLEI-1'E RAE BAUER, AS TRUSTEE OF THE NICOLE FIE RAE BAUER TRUST AGREEMENT DATED JUNE 24, 2008 (the "Seventh Amendment"))shall be the"Second Deposit."The deposit described in Section 2(c) of the Agreement (as amended pursuant to this Seventh Amendment) shall be the "Third Deposit." The First Deposit, Second Deposit, and Third Deposit shall each be a "Deposit" and collectively, the "Deposits". The Second and Third Deposit shall be non- refundable upon deposit into escrow and shall be held in escrow by Escrow Agent for Seller's benefit. c. Notwithstanding the foregoing, to the extent the Second Deposit is deposited into escrow with the Escrow Agent,an amount equal to fifty percent(50%)of the Second Deposit(the "Second Deposit Release") will be released to Seller within three(3) business days after the Second Deposit is deposited into escrow with the Escrow Agent. d. Notwithstanding the foregoing, to the extent the Third Deposit is deposited into escrow with the Escrow Agent, an amount equal to fifty percent(50%) of the Third Deposit(the "Third Deposit Release") will be released to Seller within three (3) business days after the Third Deposit is deposited into escrow with the Escrow Agent. e. Notwithstanding anything to the contrary, all Deposits made by Buyer, including any amounts of the Deposits which may be released to Seller prior to Closing, will be 0 2 I6A15 refundable to Buyer in the event that Seller defaults under the terms of the Agreement, as described below in Section 5 of this Addendum. Further notwithstanding anything to the contrary, all Deposits received by the Escrow Agent shall be applied to the purchase price at Closing,including any amounts of the Deposits which may be released to Seller prior to Closing." 6. Extensions. Section 3 of the Addendum(as amended)is hereby deleted and replaced with the following: "3. Extensions.Buyer shall,at its sole option,be entitled to three(3)successive forty-five(45) day extensions(each an"Extension")to the Closing Date.Buyer shall deposit into escrow with the Escrow Agent the sum of $50,000 (each an "Extension Deposit") for each Extension.Except as set forth herein,each Extension Deposit shall be non-refundable upon deposit by Buyer and all Extension Deposits deposited by Buyer, including any amounts • of any Extension Deposit which may be released to Seller prior to Closing,shall be applied to the purchase price at Closing. Within three (3) business days after the Escrow Agent receives an Extension Deposit, Escrow Agent shall release fifty percent (50%) of such Extension Deposit to the Seller. Notwithstanding anything to the contrary, all Extension Deposits made by the Buyer,including any amounts of any Extension Deposit which may be released to Seller prior to Closing, shall be refundable to Buyer in the event that Seller defaults under the terms of the Agreement, as described below in Section 5 of this Addendum." 7. Buyer Due Diligence Materials. Not later than February 29, 2024,Buyer shall provide to Seller copies of the following materials, to the extent Buyer has actually received and actually possesses the same as of the date of this Amendment(the"Buyer Due Diligence Materials"):(i)all reports(including engineer,environmental,and mitigation reports)generated as a result of the Inspections conducted by Initial Buyer and/or Buyer during the Due Diligence Period; (ii) any amendments to that certain American Land Title Association Commitment for Title Insurance issued by First American Title Insurance Company dated October 8,2022(the"Buyer Title Commitment"),(iii)any amendments to that certain ALTA/NSPS Land Title Survey dated January 27,2023 and revised on February 15,2023(the"Buyer Survey"),and(iv)any applications and/or supplemental applications submitted to any governmental entity/authority by Buyer in connection with Buyer's development of the Property as multi-family apartments. Notwithstanding the foregoing,Buyer shall not be required to provide Seller with copies of any Buyer Due Diligence Materials which contain proprietary information of the Buyer or Initial Buyer. Seller agrees that any Buyer Due Diligence Materials provided,the Buyer Title Commitment, and the Buyer Survey are solely for reference • purposes,and that neither Buyer,nor Initial Buyer,shall have any responsibility or liability to Seller,or any other party,in connection with the use of any Buyer Due Diligence Materials,the Buyer Title Commitment, and/or the Buyer Survey by Seller or any other party. 8. Ratification;Full Force and Effect.Except as specifically amended,updated and modified by this Amendment, the Agreement shall remain unchanged and in full force and effect. Each and every term and provision of this Amendment is hereby incorporated into the Agreement, so that each and every term and provision of this Amendment shall constitute a part of the Agreement as amended, modified and updated hereby.Further,the Agreement is hereby ratified and confirmed by the Seller and the Buyer. 0 3 GP 16A15 9. Conflicts. In the event of any conflict between the terms and provisions of the Agreement and the terms and provisions of this Amendment,the terms and provisions of this Amendment shall govern, control and prevail. 10. Counterparts. This Amendment may be executed in any number of separate counterparts (including by electronic application or electronic transmission),provided that both the Seller and the Buyer executes at least one counterpart, and each of which when so executed and delivered will be deemed an original counterpart to this Amendment,but all such counterparts together will create and constitute but one and the same instrument.Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same instrument.A signature of the Seller and/or the Buyer sent by any type or form of electronic application or electronic transmission will have the same force and effect as an original signature and will be binding upon the Seller and/or the Buyer. [Signatures on Following Page] 0 4 1 6A15 IN WITNESS WHEREOF, the parties hereto have executed this Amendment to be effective as of the day and year first above written. BUYER: MHP Collier II,LLC, a Florida limited liability company By: MHP Collier II Manager, LLC, a Florida limited liability company,its Manager By: Christopher Shear Chief Operating Officer SELLER: Raymond J Bozicnik RAYMOND J.BOZICNIK,AS TRUSTEE OF THE RAYMOND J. ,BOZICNIK TRUST AGREEMENT DATED SEPTEMBER 18, 2008 Nuo�elte Rae Bauer Ni eI tteR a on4:,iFebi3,2ON is:u esr NICOLETTE RAE BAUER, AS TRUSTEE OF THE NICOLETTE RAE BAUER TRUST AGREEMENT DATED JUNE 24,2008 Signature: Ra�a�JB?Oh k �]b 3�OZiCfl sk TI Email: goodlandlittlebar@gmail.com PO 5 16A15 Seventh Amendment to Commercial Contract-6360 Collier Blvd.v8 Final Audit Report 2024-02-13 Created: 2024-02-13 By: Trina Ellis(Tellis@wpl-legal.com) Status: Signed Transaction ID: CBJCHBCAABAA24c3fvHaXuzftWIA6XttD8vtTVxYcl5r "Seventh Amendment to Commercial Contract-6360 Collier Blvd. v8" History in Document created by Trina Ellis (Tellis@wpl-legal.com) 2024-02-13-7:49:45 PM GMT Py Document emailed to goodlandlittlebar@gmail.com for signature 2024-02-13-7:53:34 PM GMT ,e Email viewed by goodlandlittlebar@gmail.com 2024-02-13-7:56:46 PM GMT tip Signer goodlandlittlebar@gmail.com entered name at signing as Raymond J Bozicnik 2024-02-13-7:58:36 PM GMT ip Document e-signed by Raymond J Bozicnik(goodlandlittlebar@gmail.com) Signature Date:2024-02-13-7:58:38 PM GMT-Time Source:server 2.0 Document emailed to goodlandgal23@aol.com for signature 2024-02-13-7:58:39 PM GMT ,t Email viewed by goodlandgal23@aol.com 2024-02-13-9:12:21 PM GMT d© Signer goodlandgal23@aol.com entered name at signing as Nicolette Rae Bauer 2024-02-13-9:14:03 PM GMT ft Document e-signed by Nicolette Rae Bauer(goodlandga123@aol.com) Signature Date:2024-02-13-9:14:05 PM GMT-Time Source:server Agreement completed. 2024-02-13-9:14:05 PM GMT • GQO U Adobe Acrobat Sign 1 6A15 EXHIBIT D ASSIGNMENT OF PURCHASE AGREEMENT GPO 16►A15 ASSIGNMENT AND ASSUMPTION OF COMMERCIAL CONTRACT THIS ASSIGNMENT AND ASSUMPTION OF COMMERCIAL CONTRACT (the "Assignment") is made and entered into as of this day of September, 2024 ("Effective Date"), by and among MHP COLLIER II,LLC, a Florida limited liability company("Assignor"), COLLIER COUNTY,a political subdivision of the State of Florida("Assignee"), and RAYMOND J.BOZICNIK, AS TRUSTEE OF THE RAYMOND J.BOZICNIK TRUST AGREEMENT DATED SEPTEMBER 18, 2008 and NICOLETTE RAE BAUER, AS TRUSTEE OF THE NICOLETTE RAE BAUER TRUST AGREEMENT DATED JUNE 24,2008(collectively,"Seller"). WITNESSETH: • • WHEREAS, Seller and MCDOWELL ACQUISITIONS, LLC, a Delaware limited liability • company("Original Purchaser"),entered into that certain Commercial Contract, effective as of October 24, 2022, as amended by that certain First Amendment to Commercial Contract, dated as of February 9, 2023,by and between Original Purchaser and Seller,as further amended by that certain Second Amendment to Commercial Contract,dated as of May 12,2023,by and between Original Purchaser and Seller,as further amended by that certain Third Amendment to Commercial Contract, dated as of July 14, 2023, by and between Original Purchaser and Seller, as assigned from Original Purchaser to Assignor pursuant to that certain Assignment of Purchase Agreement,dated as of August 2,2023,by and between Original Purchaser and Assignor,as further amended by that certain Fourth Amendment to Commercial Contract,dated as of September 12, 2023, by and between Assignor and Seller, as further amended by that certain Fifth Amendment to Commercial Contract, dated as of October 25, 2023,by and between Assignor and Seller, as further amended by that certain Sixth Amendment to Commercial Contract, dated as of December 18, 2023,by and between Assignor and Seller, and as further amended by that certain Seventh Amendment to Commercial Contract, dated as of January 29, 2024, by and between Assignor and Seller (as any time amended or assigned, the "Agreement"), relating to the acquisition of certain real property located in Naples, Collier County,Florida,and as more particularly described in the Agreement(the"Property"); WHEREAS,Assignor desires to assign all of its right,title,privilege,and interest in the Agreement to Assignee,Assignee desires to accept an assignment of the Agreement from Assignor,and Seller desires to consent to such assignment;and NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,the parties hereto hereby agree as follows: 1. Recitals. The recitals set forth above are incorporated herein by this reference with the same force and effect as if fully set forth hereinafter. 2. Assignment. Assignor hereby assigns, transfers, sets over, grants, and conveys unto Assignee, its successors and assigns, all of its right,title,privilege, and interest in and to the Agreement. Seller hereby consents to such assignment. 3. Assumption. Assignee hereby accepts such assignment and assumes all of the obligations of Assignor under the Agreement.Assignor is hereby relieved of all further liability under the Agreement, except for any and all obligations which expressly survive termination of the Agreement, pursuant to its terms. -1- 0 CG 4889-9009-0465 v.2 1 6A 15 4. Assigns. This Assignment shall be binding upon and shall inure to the benefit of Assignor, Assignee, and Seller and their respective successors and assigns. 5. Defined Terms. All capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Agreement. 6. Ratification. Except as expressly modified by the terms of this Assignment,the terms and provisions of the Agreement remain in full force and effect.In furtherance of, and without in any manner limiting the foregoing, Assignee and Seller each hereby agree and acknowledge that the Agreement, as amended by this Assignment hereby, remains in full force and effect and is hereby affirmed, confirmed, and reaffirmed. 7. Counterparts. This Assignment may be executed in more than one counterpart, each of which,when taken together,shall be deemed to be one(1)instrument.The exchange of signature pages by facsimile or Portable Document Format (PDF) transmission shall constitute effective delivery of such signature pages and may be used in lieu of the original signature pages for all purposes. -2- QO C 4889-9009-0465 v.2 Docusign Envelope ID:3A9F73B7-44EE-4BCD-B582-70511 F25F7EF 1 6 A 15 IN WITNESS WHEREOF,and intending to be legally bound,the undersigned have executed this Assignment as of the date first above written. ASSIGNOR: MBP COLLIER II,LLC, a Florida limited liability company By: MHP Collier II Manager,LLC, a Florida limited liability company,its Manager r—DocuSigned by: (, isfop(4.-r SLA BY'Z--.95ii9D, 5a59... • • Christopher Shear,Chief Operating Officer ASSIGNEE: COLLIER COUNTY, a political subdivision of the State of Florida By: Name: Title: SELLER: DocuSigned by: RYMb'115J.BOZICNIK,AS TRUSTEE OF THE RAYMOND J.BOZICNIK TRUST AGREEMENT DATED SEPTEMBER 18,2008 rDocuSigned by: a t, Kat 15aut,r 1 GD1SIZ^4.5^45_. NICOLETTE RAE BAUER,AS TRUSTEE OF THE NICOLETTE RAE BAUER TRUST AGREEMENT DATED JUNE 24,2008 -3- QO G 4889-9009-0465 v.2 1 A 15 EXHIBIT E-DRAFT CONSTRUCTION SCHEDULE October 2024 Approval of Developer Agreement November 2024 Approval of Site Development Plan December 2024 Closing on Land March 2025 Closing on Financing April 2025 Construction Commencement February 2026 Construction Top Out February 2027 Construction Final Completion GP0 16A15 EXHIBIT F INCOME TARGETING AMI Count 30% 16 10% 40% 50% 80 50% 60% 80% 64 40% 110% Market Total 160 100% *2024 HUD Income Limits Area Median Income Income Limit by Number of Persons in Household 1 2 3 4 5 30% $ 21,930 $ 25,050 $ 28,170 $ 31,290 $ 33,810 50% $ 36,550 $ 41,750 $ 46,950 $ 52,150 $ 56,350 80% $ 54,480 $ 66,800 $ 75,120 $ 83,440 $ 90,160 *Income Limits Subject to annual updates as released by HUD Reference:HUD FY2024 Multifamily Tax Subsidy Project Income Limits. GQ0 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO 1 6 A 1 5 THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the Count)Attorney Office no later than'tonday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures.dates,and/or information needed. It'the document is already complete with the exception of the Chairman's signature,draw a line through routing lines SI through#2.complete the checklist,and forward to the Counts Attornec Office. Route to Addressee(S) (List in routing order) Office Initials Date 2. Priscilla Doria Housing Policy & Economic PD 10/17/24 Development 3 County Attorney Office County Attorney Office OOr ll� zy 4. BCC Office Board of County Commissioners (Ai/N ' 1 (8105. Minutes and Records Clerk of Court's Office (j,� �" It Li PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Priscilla Doria Phone Number 239-252-2413 Contact/Department Agenda Date Item was October 22,2024 Agenda Item Number 16.A.15 Approved by the BCC Type of Document Developer Agreement Number of Original I Attached , Documents Attached PC)number or account Email Fully executed copy to: _ eLEAsE 2E'RI , i ortitaknfi4LS '7c) number if document is Priscilla.Doria(a?colliercountyf gov to be recorded M4WIS6I Q/,,O gP7ff F./LtaLTO //'9/re"f '/ 7nC. c c GSI N a V 12 INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) I. Does the document require the chairman's original signature? N/A 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be PD signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the PD document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's PD signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip N/A should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on 10/22/20241 and all changes made during the meeting have been incorporated in the attached document. The County OP # , Attorney's Office has reviewed the changes,if applicable. 9. Initials of attorney verifying that the attached document is the version approved by the BCC,all changes directed by the BCC have been made,and the document is ready for the ,or Chairman's signature. II Forms'Counts Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03 04.Revised 1.26 05.Revised 2,24.05:Revised 11/30/12 Docusign Envelope ID:ADBF6C06-6B03-42A6-8B89-79698FA2FFA1 1 6 A 1 5 ASSIGNMENT AND ASSUMPTION OF COMMERCIAL CONTRACT THIS ASSIGNMENT AND ASSUMPTION OF COMMERCIAL CONTRACT (the "Assignment") is made and entered into as of this 7th day of November, 2024 ("Effective Date"),by and among MHP COLLIER II, LLC, a Florida limited liability company ("Assignor"), COLLIER COUNTY, a political subdivision of the State of Florida("Assignee"), and RAYMOND J. BOZICNIK, AS TRUSTEE OF THE RAYMOND J. BOZICNIK TRUST AGREEMENT DATED SEPTEMBER 18, 2008 and NICOLETTE RAE BAUER, AS TRUSTEE OF THE NICOLETTE RAE BAUER TRUST AGREEMENT DATED JUNE 24,2008(collectively, "Seller"). WITNESSETH: WHEREAS, Seller and MCDOWELL ACQUISITIONS, LLC, a Delaware limited liability company ("Original Purchaser"), entered into that certain Commercial Contract, effective as of October 24, 2022, as amended by that certain First Amendment to Commercial Contract, dated as of February 9, 2023,by and between Original Purchaser and Seller,as further amended by that certain Second Amendment to Commercial Contract,dated as of May 12,2023,by and between Original Purchaser and Seller,as further amended by that certain Third Amendment to Commercial Contract, dated as of July 14, 2023, by and between Original Purchaser and Seller, as assigned from Original Purchaser to Assignor pursuant to that certain Assignment of Purchase Agreement,dated as of August 2,2023,by and between Original Purchaser and Assignor, as further amended by that certain Fourth Amendment to Commercial Contract, dated as of September 12, 2023, by and between Assignor and Seller, as further amended by that certain Fifth Amendment to Commercial Contract, dated as of October 25, 2023, by and between Assignor and Seller, as further amended by that certain Sixth Amendment to Commercial Contract, dated as of December 18, 2023, by and between Assignor and Seller, as further amended by that certain Seventh Amendment to Commercial Contract, dated as of January 29, 2024, by and between Assignor and Seller, as further amended pursuant to that certain Eighth Amendment to Commercial Contract made as of October 2, 2024, as further amended pursuant to that certain Ninth Amendment to Commercial Contract made as of October 2, 2024, and as further amended pursuant to that certain Tenth Amendment to Commercial Contract made as of October 8, 2024 (as any time amended or assigned, the "Agreement"), relating to the acquisition of certain real property located in Naples, Collier County, Florida, and as more particularly described in the Agreement(the"Property"); WHEREAS,Assignor desires to assign all of its right,title,privilege,and interest in the Agreement to Assignee, Assignee desires to accept an assignment of the Agreement from Assignor, and Seller desires to consent to such assignment; and NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Recitals. The recitals set forth above are incorporated herein by this reference with the same force and effect as if fully set forth hereinafter. 2. Assignment. Assignor hereby assigns, transfers, sets over, grants, and conveys unto Assignee, its successors and assigns, all of its right, title, privilege, and interest in and to the Agreement. Seller hereby consents to such assignment. 3. Assumption. Assignee hereby accepts such assignment and assumes all of the obligations of Assignor under the Agreement. Assignor is hereby relieved of all further liability under the Agreement, -1- Docusign Envelope ID:ADBF6C06-6B03-42A6-8B89-79698FA2FFA1 16A 15 except for any and all obligations which expressly survive termination of the Agreement, pursuant to its terms. 4. Assigns. This Assignment shall be binding upon and shall inure to the benefit of Assignor, Assignee, and Seller and their respective successors and assigns. 5. Defined Terms. All capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Agreement. 6. Ratification. Except as expressly modified by the terms of this Assignment, the terms and provisions of the Agreement remain in full force and effect. In furtherance of, and without in any manner limiting the foregoing, Assignee and Seller each hereby agree and acknowledge that the Agreement, as amended by this Assignment hereby, remains in full force and effect and is hereby affirmed, confirmed, and reaffirmed. 7. Counterparts. This Assignment may be executed in more than one counterpart, each of which,when taken together, shall be deemed to be one(1) instrument.The exchange of signature pages by facsimile or Portable Document Format (PDF) transmission shall constitute effective delivery of such signature pages and may be used in lieu of the original signature pages for all purposes. [Execution Page Follows] -2- Docusign Envelope ID:ADBF6C06-6B03-42A6-8B89-79698FA2FFA1 1 6 A 1 5 IN WITNESS WHEREOF,and intending to be legally bound,the undersigned have executed this Assignment as of the date first above written. ASSIGNOR: MHP COLLIER II, LLC, a Florida limited liability company By: MHP Collier II Manager, LLC, a Florida limited liability company, its Manager �—Docosgnea br By: (J sfcb o5�r95' Christopher Shear, Chief Operating Officer ASSIGNEE: COLLIER COUNTY, a political subdivision of the State of Florida • ?',,,�TC'c'--1 ;., CLERK .At `."az -irk B f , Hst a5 t e Chris Hall, Chairman ). : , . , signature on1Y SELLER: �Drcu51Ymel by. �,• titutiL `-8]))5 ]I OAD9 RAYM�1�b J. BOZICNIK,AS TRUSTEE OF THE RAYMOND J. BOZICNIK TRUST AGREEMENT DATED SEPTEMBER 18,2008 e—Dau9pn.E 4 Ncoldfc rat,f wx � NICOLETTE RAE BAUER,AS TRUSTEE OF THE NICOLETTE RAE BAUER TRUST AGREEMENT DATED JUNE 24,2008 -3-