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AGREEMENT FOR DEVELOPMENT AND PURCHASE AND SALE OF PROPERTY (2)AGREEMENT FOR DEVELOPMENT AND PURCHASE AND SALE OF PROPERTY BETWEEN THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA AND BLUE SKY COMMUNITIES, LLC A FLORIDA LIMITED LIABILITY COMPANY 4831-0614-7495v.1 147454/00112 TABLE OF CONTENTS ARTICLE 1. DEFINITIONS Section 1.01 Definitions Section 1.02 Use of Words and Phrases Section 1.03 Florida Statutes ARTICLE 2. PURPOSE; PROPOSAL Section 2.01 Intent; Purpose of Agreement Section 2.02 Proposal Section 2.03 Cooperation of the Parties Section 2.04 Authorized Representative ARTICLE 3. Section Section Section Section Section Section Section LAND USE REGULATION AND RESTRICTIONS ON USE 3.01 Zoning 3.02 Redevelopment Plan 3.03 Permits 3.05 Concurrency 3.08 Not a Development Order or Permit 3.07 Permitted Uses 3.08 Mixed Use Project ARTICLE 4. PROJECT PLANS AND SPECIFICATIONS Section 4.01 Site Plan Section 4.02 Preparation of Pject Plans and Specifications Section 4.03 Coordination with City Review Section 4.04 Agency Review of Plans and Specifications Section 4.05 Project Schedule Section 4.06 Public Parking Option ARTICLE 5. PROJECT FINANCING Section 5.01 Construction Financing Section 5.02 Section 5.03 Section 5.04 Section 5.05 Notice of Default Cure of Developer's Default by Lender Construction Lender Not Oto Construct Agency Cures Developer's Default ARTICLE 6. PROJECT SITE CONVEYANCE Section 6.01 Section 6.02 Section 6.03 Section 6.04 Section 6.05 Section 6.06 Section 6.07 Section 6.08 Section 6.09 Section 6.10 Section 6.11 Section 6.12 Section 6.13 Section 6.14 Section 6.15 [GM13'9216D'019/149622/1] 4831-0614-7495v.1 147454/00112 Findings; Agreement to Sell and Purchase Purchase Price Site Evaluation Title Survey Rights and Duties of Agency Rights and Duties of Developer Conditions to Closing Closing Closing Procedure Possession Condition of Title Taxes and Assessments Covenants, Warranties and Representations Section 6.16 Section 6.17 Section 6.18 Section 6.19 Condemnation Real Estate Commission Maintenance of Project Site Radon Gas Notice ARTICLE 7. CONSTRUCTION OF THE PROJECT Section 7.01 Section 7.02 Section 7.03 Section 7.04 Section 7.05 Section 7.06 Section 7.07 Site Clearance Construction of the Project Maintenance and Repairs Project Alterations or Improvements Completion Certificate Agency Not in Privity with Contractors Repurchase of the Project Site ARTICLE 8. INSURANCE Section 8.01 Insurance Requirements Generally Section 8.02 No Waiver of Sovereign Immunity ARTICLE 9. INDEMNIFICATION ARTICLE 10. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE DEVELOPER Section 10.01 Representations and Warranties Section 10.02 Covenants Section 10.03 Covenant: Nondiscrimination Section 10.04 Survival ARTICLE 11. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE AGENCY Section 11.01 Representations and Warranties Section 11.02 Covenants... Section 11.03 Survival ARTICLE 12. Section Section Section Section Section Section Section ARTICLE 13. Section DEFAULT; TERMINATION 12.01 Default by Developer 12.02 Default by the Agency 12.03 Obligations, Rights and Remedies Cumulative 12.04 Non -Action on Failure to Observe Provisions of this Agreement 12.05 Termination 12.06 Termination Certificate 12.07 Remedies UNAVOIDABLE DELAY 13.01 Unavoidable Delay ARTICLE 14 FIRE OR OTHER CASUALTY; CONDEMNATION Section 14.01 Loss or Damage to Project Section 14.02 Partial Loss or Damage to Project Section 14.03 Notice of Loss or Damage to Project Section 14.04 Subject to Financing ARTICLE 15. MISCELLANEOUS Section 15.01 Assignments Section 15.02 Successors and Assigns Section 15.03 Notices [GM 13-9216D-019/ 149622/ 1 ] 4831-0614-7495v.1 147454/00112 iii Section 15.04 Severability Section 15.05 Applicable Law and Construction Section 15.06 Venue; Submission to Jurisdiction Section 15.07 Agreement Not a Chapter 86-191, Laws of Florida, Development Agreement Section 15.08 Estoppel Certificates Section 15.09 Complete Agreement; Amendments Section 15.10 Captions Section 15.11 Holidays Section 15.12 Exhibits Section 15.13 No Brokers Section 15.14 Not an Agent Section 15.15 Memorandum of Development Agreement Section 15.16 Public Purpose Section 15.17 No General Obligation Section 15.18 Technical Amendments; Survey Corrections Section 15.19 Term; Expiration; Certificate Section 15.20 Effective Date Section 15.21 Cooperation of City Exhibit "A" Exhibit "B" Exhibit "C" Exhibit "D" Exhibit "E" Exhibit "F" Exhibit "G" Exhibit "H" EXHIBIT LIST Project Site Description and Map Proposed Site Plan Special Warranty Deed Memorandum of Agreement for Development and Purchase and Sale of Property Agreement Expiration Certificate Survey Requirements and Certification Form of Completion Certificate Developer's Proposal [GM 13-9216D-019/ 149622/ 1 ] iv 4831-0614-7495v.1 147454/00112 AGREEMENT FOR DEVELOPMENT AND PURCHASE AND SALE OF PROPERTY This Agreement for Development and Purchase and Sale of Property located at 610 Franklin Street, Clearwater, FL 33756 ("Agreement") is made as of this October, , 2019, by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a public body corporate and politic of the State of Florida created pursuant to Part III, Chapter 163, Florida Statutes ("Agency"), and BLUE SKY COMMUNITIES, LLC, a Florida limited liability company ("Developer"). WITNESSETH: WHEREAS, the Agency was created to implement the community redevelopment activities outlined under the Florida Community Redevelopment Act of 1969 codified as Chapter 163, Part III, Florida Statutes; and WHEREAS, § 163.380(1), Florida Statutes provides that a community redevelopment agency may sell, lease, dispose of, or otherwise transfer real property or any interest acquired in the real property for community development in a community redevelopment area to any private person; and WHEREAS, § 163.380(2), Florida Statutes provides that such real property shall be sold, leased, or . otherwise transferred at a value determined to be in the public interest and that if the value of such real property is disposed for less than fair value, such disposition shall require the approval of the governing body at a duly noticed public hearing; and WHEREAS, § 163.380(3)(a), Florida Statutes provides that prior to disposition of such real property the community redevelopment agency must give notice of disposition by publication in a newspaper having a general circulation in the community and invite proposals from private redevelopers or any persons interested in undertaking to redevelop or rehabilitate a community redevelopment area or any part thereof; and WHEREAS, on August 17, 2019 the Agency released Request for Proposals #09-50 by publication in a newspaper having a general circulation in Clearwater, Florida requesting proposals to redevelop the real property commonly referred to as 610 Franklin Street, Clearwater, FL 33756 as a low-income housing tax credit project; and WHEREAS, the City of Clearwater currently owns the real property referred to as 610 Franklin Street, Clearwater, FL 33756 but intends to sell it to the Agency pursuant to a sales agreement between those parties; and WHEREAS, the Developer submitted a proposal for redevelopment of the real property as a low- income housing tax credit project on September 16, 2019; and WHEREAS, representatives of the Agency and the City of Clearwater met on September 18, 2019 to evaluate said proposal and to make a recommendation to the Agency of whether to accept or reject the proposal; and WHEREAS, representatives of the Agency and the City of Clearwater recommended approval the Developer's proposal; and WHEREAS, the Agency and Developer negotiated a definitive Development and Purchase and Sale Agreement setting forth the respective duties and responsibilities of the parties pertaining to the conveyance of the Project Site (as hereinafter defined), and the design, development, construction, completion, operation and maintenance of the Project; and WHEREAS, at a duly called public meeting on October 14, 2019 the Agency approved this Agreement and authorized and directed its execution by the appropriate officials of the Agency; and 4831-0614-7495v.1 147454/00112 WHEREAS, the Developer is a limited liability company organized under the laws of the State of Florida and the members (as that term is defined in the operating agreement of the Developer) of Developer have approved this Agreement and have authorized and directed certain individuals to execute this Agreement on behalf of Developer; and NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereby agree as follows: ARTICLE 1. DEFINITIONS. 1.01. Definitions. The terms defined in this Article I shall have the following meanings, except as herein otherwise expressly provided: (1) "Act' means the Constitution of the State of Florida; Section 163.01, Florida Statutes, Part Ill, Chapter 163, Florida Statutes; Chapter 166, Florida Statutes, other applicable provisions of law, and ordinances and resolutions of the City and the Agency implementing them. (2) "Agency" means the Community Redevelopment Agency of the City, as created by Resolution No. 81-68 of the City, adopted by the City Council on August 6, 1981, including any amendments thereto, and any successors or assigns thereto. (3) "Agreement' means this Agreement for Development and Purchase and Sale of Property, including all exhibits and amendments hereto. (4) "Agreement Expiration Certificate" means the instrument executed by the parties hereto as provided in Section 15.19 certifying that all obligations of the parties hereto have been satisfied and this Agreement has expired in accordance with its terms, the form of which is attached hereto as Exhibit "E." (5) "Agreement Termination Certificate" means the instrument executed by the parties hereto as provided in Section 12.06 stating that this Agreement has been terminated prior to its Expiration Date as provided in Section 12.05. (6) "Area" means the area located within the corporate limits of the City having conditions of slum and blight (as those conditions are defined in the Act) as found by the City Council in Resolution No. 81-67, adopted by the City Council on August 6, 1981 and as amended by Resolution No. 03-22, adopted by the City Council on May 1, 2003 and as subsequently amended thereafter.. (7) "Authorized Representative" means the person or persons designated and appointed from time to time as such by the Developer or the Agency, respectively, pursuant to Section 2.04. (8) "Building Permit' or "Building Permits" shall mean, for all or any part of the Project to be constructed on the Project Site, any one or more permits issued by the City authorizing, allowing and permitting the commencement, prosecution and completion of construction to the extent provided in said permit(s). (9) "City" means the City of Clearwater, Florida, a Florida municipal corporation, and any successors or assigns thereto. (10) "City Council" means the governing body of the City, by whatever name known or however constituted from time to time. (11) "Closing Date" means the date on which title to the Project Site is conveyed by the Agency to the Developer in accordance with and as contemplated by the provisions of Article 6 hereof. (12) "Commencement Date" means the date of Commencement of Construction. 2 4831-0614-7495v.1 147454/00112 (13) "Commencement of Construction" or "Commence Construction" means the commencement of site work, utility relocation, above grade beams, floor slabs or other foundation component on the Project pursuant to a properly issued foundation permit. (14) "Completion Certificate" means the certificate, in a form as set forth in Exhibit "G", to be executed by Agency and Developer stating that construction of the Project has been substantially completed. (15) "Completion Date" means the date on which construction of the Project is substantially complete as evidenced by a Completion Certificate. (16) "Contractor" means one or more individuals or firms constituting a general contractor or other type of construction contractor properly licensed by the State of Florida or other appropriate jurisdiction to the extent required by applicable law, authorized to perform construction contractor services in the State of Florida, registered with the City as required by applicable law, bonded and insured to the extent required by applicable law and this Agreement, including the Developer or any affiliates of the Developer. (17) "Construction Financing" means the funds provided by the Construction Lender to the Developer during the term of this Agreement to pay the cost of developing and constructing the Project, or any portion thereof, on the Project Site, including, but not limited to, acquisition of the Project Site, financing costs, "soft costs," overhead, and the design, construction and equipping of the Project. (18) "Construction Lender" means any person or persons providing the Construction Financing or any portion thereof. (19) "Developer" means Blue Sky Communities, LLC, a Florida limited liability company, and any successors and assigns thereof. (20) "Effective Date" means the date determined in accordance with Section 15.20 when the Memorandum of Agreement for Development and Purchase and Sale of Property is recorded and this Agreement becomes effective. (21) "Exhibits" means those agreements, diagrams, drawings, specifications, instruments, forms of instruments, and other documents attached hereto and designated as exhibits to, and incorporated in and made a part of, this Agreement. (22) "Expiration Date" means the date on which this Agreement expires, as evidenced by the Agreement Expiration Certificate being recorded in the public records of Pinellas County, Florida, as provided in Section 15.19 hereof. (23) "Impact Fees" means those fees and charges levied and imposed by the City, Pinellas County and any other governmental entity on projects located on the Project Site for certain services impacted by development such as the Project. (24) "Permits" means all zoning, variances, approvals and consents required to be granted, awarded, issued, or given by any governmental authority in order for construction of the Project, or any part thereof, to commence, continue, be completed or allow occupancy and use, but does not include the Building Permit(s). (25) "Plan" means the community redevelopment plan for the Area, including the Project Site, as adopted by the City Council on September 18, 2003, by enactment of its Ordinance No. 7153-03, and including any amendments to the Plan. (26) "Project' means the 81 residential, low-income tax credit dwelling units to be located on the Project Site as contemplated by Section 5 of the Proposal and this Agreement and constructed substantially in accordance with the Project Plans and Specifications. (27) "Project Plans and Specifications" means the plans and specifications pertaining to the construction, installation and equipping of the Project, including the schedule for completing the Project. 3 4831-0614-7495v.1 147454/00112 (28) "Project Professionals" means any architects, attorneys, brokers, engineers, consultants, planners, construction managers or any other persons, or combination thereof, retained or employed by the Developer in connection with the planning, design, construction, permit applications, completion and opening of the Project, but does not include the Developer. (29) "Project Site" means the tract of land located in the Area which is to be conveyed to the Developer by the Agency on which the Project will be located, as more particularly described and depicted on Exhibit "A." (30) "Proposal" means the proposal for redevelopment of the Project Site, dated September 16, 2019, submitted by the Developer to the Agency in response to the RFP, a copy of which is attached to this Agreement as Exhibit "H". (31) "REP" means the Request for Proposals #50-19 initially published by the Agency on August 17, 2019 soliciting proposals from persons interested in redeveloping the Project Site in accordance with the Act and the Plan. (32) "Site Plan" means the depiction and description of the Project on the Project Site, the initial version of which is attached hereto as Exhibit "B." (33) "Termination Date" means the date on which this Agreement is terminated by any party hereto as provided in Section 12.05, and as evidenced by the Agreement Termination Certificate. (34) "Unavoidable Delay" means those events constituting excuse from timely performance by a party hereto from any of its obligations hereunder, as such events are defined in and subject to the conditions described in Article 13 hereof. (35) "Vertical Construction" means commencement of work on the Project pursuant to a properly issued Building Permit. (36) "Vertical Construction Date" means the date upon which a permit for construction of a building on the Project Site has been issued. 1.02. Use of Words and Phrases. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, the singular shall include the plural as well as the singular number, and the word "person" shall include corporations and associations, including public bodies, as well as natural persons. "Herein," "hereby," "hereunder," "hereof," "hereinbefore," "hereinafter" and other equivalent words refer to this Agreement and not solely to the particular portion thereof in which any such word is used. 1.03. Florida Statutes. All references herein to Florida Statutes are to Florida Statutes (2018), as amended from time to time. ARTICLE 2. PURPOSE; PROPOSAL. 2.01. Intent; Purpose of Agreement. (a) The purpose of this Agreement is to further the implementation of the Plan by providing for the sale and conveyance of the Project Site to the Developer and the development, construction and operation of the Project thereon in accordance with the Project Plans and Specifications, all to enhance the quality of life, add new residents to the Downtown Core District, and improve the aesthetic and useful enjoyment of the Area through the eradication of conditions of blight, all in accordance with and in furtherance of the Plan and as authorized by and in accordance with the Act. (b) As provided in this Agreement, the Agency shall undertake certain public actions pursuant to the Act and as implementation of the Plan, including making the Project Site available for redevelopment and assistance in obtaining such approvals by governmental authorities as are necessary for development of the 4 4831-0614-7495v.1 147454/00112 Project. (c) As provided in this Agreement, the Developer shall carry out the redevelopment of the Project Site by obtaining approvals by governmental authorities necessary for development of the Project as more particularly described in Section 3.04 hereof, obtaining the Project Financing, purchasing the Project Site from the Agency, constructing various private improvements on the Project Site, and causing the Project to be developed as described herein. 2.02. Developers Proposal. (a) The Proposal for the redevelopment of the Project Site, specifically including the acquisition of the Project Site by the Developer from the Agency and the design, construction, equipping, completion and use of the Project, and each component thereof, is hereby found by the Agency and acknowledged by the Developer: (1) to be consistent with and in furtherance of the objectives of the Plan, (2) to conform to the provisions of the Act, (3) to be responsive to the RFP, (4) to be in the best interests of the citizens of the City, (5) to further the purposes and objectives of the Agency, and (6) to further the public purpose of eradicating conditions of blight in the Area. The parties recognize and agree that during the process of review and approval provided for in the Agreement the design of the Project may be subject to change and modification as may be either agreed to by the parties or required as provided herein or by the appropriate regulatory authority, and should any changes be necessary or desirable the parties agree that they will act expeditiously and reasonably in reviewing and approving or disapproving any changes or modifications to the Project. (b) Based upon and as a result of the findings set forth in subsection (a) above, the Proposal, including such changes and revisions as are provided by this Agreement, is hereby affirmed by the Developer and approved and accepted by the Agency. (c) The parties hereto find that the terms and conditions set forth in this Agreement do not, individually or collectively, constitute a substantial deviation from the RFP or the Proposal. 2.03. Cooperation of the Parties. The parties hereto recognize that the successful development of the Project and each component thereof is dependent upon continued cooperation of the parties hereto, and each agrees that it shall act in a reasonable manner hereunder, provide the other party with complete and updated information from time to time with respect to the conditions such party is responsible for satisfying hereunder and make its good faith reasonable effort to ensure that such cooperation is continuous, the purposes of this Agreement are carried out to the full extent contemplated hereby and the Project is designed, constructed, equipped, completed and operated as provided herein. 2.04. Authorized Representative. (a) Each party shall designate an Authorized Representative to act on its behalf to the extent of the grant of any authority to such representative. Written notice of the designation of such a representative (and any subsequent change in the Authorized Representative) shall be given by the designating party to the other party in writing in accordance with the procedure set forth in Section 15.03 hereof. (b) Except as otherwise expressly provided in this Agreement, whenever approval or action by the Developer or the Agency is required by this Agreement, such action or approval may, in the discretion of the party considering such approval or action, be taken or given by the Authorized Representative thereof. A party to this Agreement may rely upon the representation of the other party's Authorized Representative that such person has the requisite authority to give the approval or take the action being done by that Authorized Representative. A party may not later deny that its Authorized Representative had the authority represented to and relied upon by the other party or revoke or deny any action taken by such Authorized Representative which was relied upon by the other party. (c) The Developer does hereby notify the Agency that its initial Authorized Representative for the Project is Shawn Wilson, its President and Chief Executive Officer. (d) The Agency does hereby notify the Developer that its initial Authorized Representative is Amanda 5 4831-0614-7495v.1 147454/00112 Thompson, Executive Director. ARTICLE 3. LAND USE REGULATION AND RESTRICTIONS ON USE. 3.01. Zoning. On the Effective Date, the zoning classification for the Project Site is Downtown, abbreviated as "D." 3.02. Redevelopment Plan. The Agency represents to the Developer and the Developer acknowledges that as of the date of the RFP and the Proposal the provisions of the Plan pertaining to the Project Site are consistent with the Project as contemplated by the Proposal. 3.03. Permits. (a) The Developer shall prepare and submit to the Executive Director of the Agency by no later than July 1, 2020, floor plans, site plans, and building facade plans for the Project for preliminary approval by the Agency. (b) The Developer shall prepare and submit to the appropriate governmental authorities, including the City's Planning and Development Department ("Planning Department"), by no later than three (3) months following receipt of the Agency Executive Director's Approval described in 3.03(a), a complete and sufficient application for Level I Flexible Standard Development Application to allow development of the Project in accordance with the Project Plans and Specifications ("Application"), and shall bear all costs of preparing such applications, applying for and obtaining the Building Permits and Permits including applicable application, inspection, regulatory and Impact Fees or charges pertaining to the Project, including, but not limited to, any Building Permits or Permits, review, application, inspection, regulatory or impact fees. (c) The Agency, as the property owner, shall cooperate with the Developer in making the Application, and the Agency shall cooperate with the Developer in obtaining all necessary Permits and the Building Permits required for the construction and completion of the Project. (d) The Agency's duties, obligations, or responsibilities under any section of this Agreement, specifically including but not limited to this Section 3.04, do not affect the Agency's or the City's right, duty, obligation, authority and power to act in its governmental or regulatory capacity in accordance with applicable laws, ordinances, codes or other building or project regulation. The parties acknowledge that the Planning Department is an independent entity which is not a party to this Agreement and will render its independent decision concerning the Application and that therefore the Executive Director's preliminary approval given pursuant to Section 3.03(a) is not binding on the Planning Department. (e) Notwithstanding any other provisions of this Agreement, any required permitting, licensing or other regulatory approvals by the Agency or the City shall be subject to the established procedures and requirements of the Agency or the City with respect to review and permitting of a project of a similar or comparable nature, size and scope. In no event shall the Agency or the City, due to any provision of this Agreement, be obligated to take any action concerning regulatory approvals except through its established processes and in accordance with applicable provisions of law. 3.04. Concurrency. (a) The parties hereto recognize and acknowledge that Florida law (specifically, Part II, Chapter 163, Florida Statutes) imposes restrictions on development if adequate public improvements are not available concurrently with that development to absorb and handle the demand on public services caused by that development. The City has created and implemented a system for monitoring the effects of development on public services within the City. The Developer recognizes and acknowledges it must satisfy the concurrency requirements of Florida law as applied to the Project. Specifically, the Developer covenants and agrees to comply with the City's land development code, including providing to the City any and all data and analysis that shows the Project will be consistent with the goals, objectives and policies of the comprehensive plan for the City, adopted by the City and in effect on the Effective Date, and the Developer further covenants and agrees to comply with concurrency certification provisions of the City's land development code. 6 4831-0614-7495v.1 147454/00112 (b) The Agency represents and warrants and the Developer acknowledges that as of the Effective Date the Project as contemplated by this Agreement does not require any reservation of capacity or to seek any approvals as a result of the concurrency requirements described in subsection (a). If legally obligated in the future to comply with such requirements, the Developer agrees to seek issuance of a concurrency compliance certificate or other similar document by whatever name known and a reservation of services capacity under the City's concurrency management system, and does further agree to maintain such certificate and reservation. The Developer covenants and agrees with the Agency to not undertake any action or fail to take any action, which would cause the City to revoke or invalidate the concurrency compliance certificate or the reservation of services capacity. 3.05. Not a Development Order or Permit. The parties do hereby acknowledge, agree and represent that this Agreement is not intended to be and should not be construed or deemed to be a "development order" or "development permit" within the meaning of those terms in Section 163.3164, Florida Statutes. 3.06. Permitted Uses. (a) The Project shall consist of no fewer than 81 residential, low-income tax credit dwelling units. The Project shall be construed in substantial conformity with Section 5 of the Proposal. (b) The following uses are prohibited: (1) Any use that is not in substantial conformity with Section 5 of the Proposal. (c) Developer or any person or entity proposing to use the Project Site for a use not consistent with this Section 3.06, shall file with the Agency a request for a release of part or all of the restrictions imposed by this section. Within thirty days of receipt of such a request, the Agency shall consider such request and either deny the request, approve the request as filed, or approve the request subject to such terms, conditions and limitations as the Agency may require. Any such release of a restriction shall be evidenced by an amendment to this Development Agreement executed by Agency and the Developer and recorded in the public records of Pinellas County, Florida, the cost of which recording shall be paid by Developer. Nothing in this Section 3.07 is intended to effect or override any law, ordinance, regulation or other legal restriction set forth in this Agreement. ARTICLE 4. PROJECT PLANS AND SPECIFICATIONS. 4.01. Site Plan. (a) The Developer has prepared a preliminary Site Plan, a copy of which is attached hereto as Exhibit "B," that contemplates development of the Project consistent with this Agreement. The Developer agrees that during the term of this Agreement any material changes to the preliminary Site Plan or any subsequent versions of the Site Plan will be submitted to the Agency for approval. (b) The Site Plan approved by the Agency shall be the basis for and incorporated into the Project Plans and Specifications. 4.02. Preparation of Project Plans and Specifications. (a) The Developer shall prepare the Project Plans and Specifications in sufficient detail and description of the Project, graphically and narratively if requested, to allow the Agency the opportunity to determine if those plans and specifications are consistent with the Proposal, the Site Plan and the Plan. (b) (1) The Developer is responsible for the cost of preparing, submitting and obtaining approval of the Project Plans and Specifications. (2) The Developer has retained and shall retain the Project Professionals to prepare the Project Plans and Specifications and shall notify the Agency of the names of such Project Professionals and any subsequent changes thereto or additional Project Professionals retained with respect to the Project. The 7 4831-0614-7495v.1 147454/00112 Developer shall cause the Project Professionals to prepare the Project Plans and Specifications. (c) (1) The Agency does hereby consent to the preparation of the Project Plans and Specifications, and any revisions thereto, by the Project Professionals, and the Agency will not withhold approval of the Project Plans and Specifications because they were prepared by the Project Professionals. The Agency hereby acknowledges and agrees that the selection of the Project Professionals is the sole responsibility of, and within the sole discretion of, the Developer, and the Agency will not participate, and has not previously participated, in such selection by the Developer. (2) The parties hereto mutually acknowledge and agree the Project Professionals are not, individually or collectively, agents or representatives, either expressed or implied, of the City or the Agency. (d) The Developer shall provide the Project Plans and Specifications to the Executive Director of the Agency for review and approval, which approval shall not be unreasonably withheld, prior to submittal of the Application. The Agency and the Developer recognize and acknowledge the need for expedited review of the Project Plans and Specifications and approval by the Agency. (e) The Project Plans and Specifications contemplated by this subsection (d) shall be sufficient for a determination by the City required by the ordinances and regulations of the City. 4.03. Coordination with City Review. The Developer has represented to the Agency and the Agency acknowledges the need to expedite the process for review of the Project Plans and Specifications and the issuance of any Building Permits and Permits. The Agency agrees to use its best efforts to coordinate and expedite its review of the Project Plans and Specifications with any review or approvals by the City or other govemmental entities. 4.04. Agency Review of Project Plans and Specifications. (a) During the term of this Agreement, the Agency's review and approval of the Project Plans and Specifications is a prerequisite for issuance of the initial Building Permit for construction of the Project, or any part thereof. Amanda Thompson, the Executive Director, is hereby delegated by the Agency to review and approve the Project Plans and Specifications for substantial compliance with the Site Plan. (b) Upon the Developer submitting the Project Plans and Specifications to the Agency for review, the Agency agrees to diligently proceed with and complete its review of the Project Plans and Specifications and respond to the Developer as soon as reasonably possible after receipt thereof, but in no event later than fifteen (15) days after receipt of such Project Plans and Specifications, and advise the Developer in writing of the Agency's reasonable objections thereto or that the Project Plans and Specifications have been approved as submitted. (c) If the Agency gives written notice of specific objections to or deficiencies in the Project Plans and Specifications as provided in subsection (b), then the Agency and the Developer shall expeditiously, diligently and reasonably negotiate to resolve such objections. (d) If the Project Plans and Specifications submitted to the Agency by the Developer substantially comply with this Agreement, including being substantially in accordance with the Site Plan, and further the purposes of the Plan, the Agency shall approve the Project Plans and Specifications as submitted, and shall notify the City and other pertinent govemmental entities of such approval and recommend the City and such other pertinent governmental entities give such approvals and issue such Permits and Building Permits or licenses as are necessary for development of the Project. (e) If the Developer does not dispute the objections to any proposed Project Plans and Specifications contained in any notice from the Agency, it shall submit revised Project Plans and Specifications satisfying such objections. Any changes in the Project Plans and Specifications made by the Developer in response to such a notice shall be made without charge to the Agency. 4.05 Project Schedule. 8 4831-0614-7495v.1 147454/00112 (a) Developer shall submit a completed Application as required by Section 3.03(b). (b) Developer shall Commence Construction of the Project by April 1, 2021. (c) Developer shall commence Vertical Construction by October 1, 2021. (d) Developer shall have substantially completed construction of the Project in accordance with Section 7.05 by April 1, 2023. (e) In the event that Developer is unsuccessful in winning the tax credits in RFA 2019-114, then Developer shall have the right to request an extension to all relevant dates in this Agreement, by one calendar year in order to provide an opportunity for Developer to re -apply in a future RFA. The Agency shall not be obligated to grant the extension. 4.06 Public Parking Option. The Parties recognize that public parking in the Downtown area is a public need. Therefore, the Developer agrees that the Agency shall have the option, but not the requirement, to fund, on mutually agreeable terms, the cost to construct one additional floor of parking to be made exclusively for public parking into perpetuity. If the Agency elects this option it shall comply with any relevant regulation of the Internal Revenue Code, the Florida Housing Finance Corporation, or any Tax Credit Investor. ARTICLE 5. PROJECT FINANCING. 5.01. Project Financing. (a) If the Developer elects to obtain Construction Financing, the Developer shall use its reasonable efforts to obtain from each Lender a term sheet for provision of the Construction Financing as soon as is reasonably possible. Upon obtaining such Construction Financing, the Developer shall notify the Agency that it has obtained said financing and provide to the Agency the name and address of the Construction Financing Lender. (b) If permitted by the terms of the construction financing, the Agency shall have an affirmative right, but not an obligation, to cure any default by the Developer under the Construction Financing. The parties recognize and acknowledge that the Agency's right under this paragraph (2) is not intended to be superior or ahead of any lien or right of any Lender to enforce its rights and remedies under the financing documents pertaining to the Project Financing. (c) The Developer covenants and agrees with the Agency that the proceeds of the Construction Financing shall be solely for the purpose of paying costs and fees related to the development and construction of the Project and that such proceeds, together with its own funds or other funds available to it from capital sources shall be sufficient to pay the costs of acquiring the Project Site and the development, construction and completion of the Project. 5.02. Notice of Developer's Default. (a) The Developer covenants and agrees with the Agency that Developer shall notify the Agency in writing within 5 days of Developer receiving notice that Construction Lender declares the Developer to be in default or if an event of default has occurred under the financing documents for the Construction Financing. The notice from the Developer to the Agency shall state the basis of the default by the Developer, shall identify the particular provision of the financing documents under which the Developer is in default and shall include copies of any pleadings in any proceeding instituted by the Construction Lender incident thereto. (b) Any notice from the Agency to the Developer specifying an event of default by the Developer under Section 12.01 hereof shall, at the same time it is provided to the Developer, be mailed by the Agency to any Construction Lender by certified mail, return receipt requested, at its address last given to the Agency by the Developer prior to such notice; provided, however, the failure of the Agency to mail any such notice or the Construction Lender to receive any such notice shall not constitute a material breach or default of this Agreement by the Agency, nor shall it constitute a waiver by or preclude or delay the Agency from proceeding with or enforcing any right or remedy available to it under this Agreement. The notice from the Agency to the 9 4831-0614-7495v.1 147454/00112 Construction Lender shall state the basis of the default, the particular provision of this Agreement under which the Developer is in default and shall include copies of any pleadings in any proceedings instituted by the Agency incident thereto. 5.03. Cure of Developer's Default by Lender. (a) (1) Following the Agency providing the notice under Subsection 5.02(b) hereof, the Construction Lender may, at its election, cure or remedy the default by the Developer described in such notice. If the Construction Lender elects to cure such default, it shall give notice of such election to the Agency and the Developer within sixty (60) days after the Agency issued its notice of default by the Developer as provided in Section 12.01 hereof. (2) So long as the Construction Lender proceeds to cure or remedy the Developer's default of this Agreement, the Agency agrees not to exercise any right or remedy available to it resulting from the Developer's default described in the notice and which the Construction Lender has elected to cure for such period of time as shall be reasonably necessary for the Construction Lender to cure or remedy such default, including any time reasonably necessary for the Construction Lender to obtain possession of the Project Site, if possession is necessary to enable the Construction Lender to cure or remedy such default. (b) If a default by the Developer under this Agreement is timely cured or remedied by the Construction Lender pursuant to this Section 5.03, then the Agency shall not have any rights or remedies against the Developer with regard to such default. (c) If the Construction Lender elects to cure or remedy the Developer's default hereunder as provided in subsection (a) hereof, it shall then be subject to and bound by the provisions of this Agreement and the actions required to be taken to remedy or cure said default that, but for the default by the Developer, would have been applicable to the Developer. (d) If, as a result of the Construction Lender curing or remedying a default by the Developer under this Agreement, the Construction Lender completes the construction of the Project upon receipt of a written request by the Construction Lender to the Agency for a construction Completion Certificate, the Agency shall execute and deliver to the Construction Lender a construction Completion Certificate for the Project, in the same manner and procedure as if the Developer has requested such a certificate under Section 7.05 hereof. (e) Subsequent to a default under this Agreement by the Developer, if the Construction Lender does not timely elect to cure such default as provided in subsection (a) hereof, or makes such election and proceeds to construct and complete the Project, but fails to complete such construction by the Completion Date (subject to extensions for Unavoidable Delays) and such failure shall not have been cured within sixty (60) days (or such longer period as may be reasonably necessary and mutually agreed upon by the Agency and the Construction Lender), then the Agency may proceed with any remedies available to it under Section 12.01 hereof. 5.04. Construction Lender Not Obligated to Construct. (a) If the Construction Lender elects not to cure a default by the Developer hereunder as provided in Subsection 5.03(a) hereof, the Construction Lender and any other holder who obtains title to or possession of the Project Site, or any part thereof, as a result of foreclosure proceedings or any other action in lieu thereof, including (I) any other party who thereafter obtains title to the Project Site or such part from and through such holder or, (ii) any other purchaser at a foreclosure sale, or (iii) any other grantee under a deed in lieu of foreclosure, and any of such parties' successors and assigns, shall not be obligated by this Agreement to construct or complete the Project, or to guarantee such construction or completion or to perform any of the Developer's other agreements, obligations or covenants under this Agreement. (b) Nothing in this Section 5.04 or any other provisions of this Agreement shall be deemed or construed to permit or authorize any Construction Lender or any other party obtaining title to or possession of the Project Site, or any part thereof, to devote the Project Site, or any part thereof, to any use, or to construct any improvements thereon, other than the uses and improvements provided in the Plan and in the Project Plans and Specifications, unless prior to commencement of such use, approval thereof is obtained from the Agency, 10 4831-0614-7495v.1 147454/00112 which approval shall not be unreasonably withheld or delayed. 5.05. Agency Cures Developer's Default. If prior to the issuance of the Project Completion Certificate, the Developer defaults under this Agreement or under, and to the holder of, any mortgage or other instrument creating an encumbrance or lien upon the Project Site, or any part thereof, if permitted by the terms of the Construction Financing, the Agency may cure such default or breach. In such an event, the Agency, as the case may be, shall be entitled, in addition to and without limitation upon any other rights or remedies or payment of any other amounts to which it shall be entitled by this Agreement, operation of law, or otherwise, to reimbursement from the Developer for all costs and expenses, including, without limitation, reasonable attorneys' fees, incurred by the Agency in curing such default, together with interest thereon at a per annum rate equal to twelve percent (12%) until such amount is paid. The Agency shall have a lien on the Project Site for the amount of such reimbursement; provided, that any such lien shall be subject and subordinate to the lien of any then existing mortgage of the Project Site in favor of the Construction Lender. The Agency shall, if requested by Developer or the Construction Lender, execute and deliver to Construction Lender an agreement in recordable form subordinating the Agency's lien to the lien of the Construction Lender. ARTICLE 6. PROJECT SITE CONVEYANCE. 6.01. Findings; Representations. (a) The Agency is or will be, the owner of the Project Site by the Closing Date. (b) Developer desires to purchase from Agency and Agency desires to sell to Developer the Project Site. 6.02. Agreement to Sell and Purchase. The Agency hereby agrees to sell and convey the Project Site to Developer and Developer hereby agrees to purchase the Project Site from Agency, upon the terms and conditions set forth in this Article 6. 6.03. Purchase Price. The Developer shall pay to the Agency as the purchase price for the Project Site the sum of Two Million and 00/100 Dollars ($2,000,000.00). 6.04. Site Evaluation. (a) From and after the Effective Date hereof during the term of this Agreement, the Developer and its agents and representatives shall be entitled to enter upon the Project Site for inspection, soil tests, examination, and such other matters and investigations as Developer deems necessary and appropriate. In this regard, no such examination will be deemed to constitute a waiver or a relinquishment on the part of Developer of its right to rely on the covenants, representations, warranties and agreements made by Agency or upon the agreements provided to Developer by Agency. Developer will restore any disturbance to the Project Site caused by its acts and will hold Agency harmless and indemnify Agency from and against any and all damages and liability occasioned by any claim asserted against Agency caused by such examination, excluding all damages and liability as a result of (i) a pre-existing condition on the Project Site, or (ii) the negligence and willful misconduct of the Agency. (b) Notwithstanding any other provision of this Agreement, in the event Developer does not receive approval of the Project after diligent effort and compliance with the timelines for submittal set forth herein and the procedural requirements of the City for submitting plans and specifications for approval to the City, Developer shall be entitled to terminate this Agreement as provided in Section 12.05 hereof. (c) Notwithstanding any other provision of this Agreement, in the event Developer is unable to obtain financing on commercially reasonable terms prior to the Closing Date, Developer may elect to terminate this Agreement as provided in Section 12.05. 6.05. Title. 11 4831-0614-7495v.1 147454/00112 (a) Within six (6) months after the Effective Date, the Agency shall furnish to Developer, at Agency's expense, a commitment for the issuance of an owner's policy of title insurance for the Project Site in the standard form adopted by the American Land Title Association, at no more than the promulgated rate, accompanied by one copy of all documents affecting the Project Site which constitute exceptions to the commitment. This commitment shall be in the amount of the total Purchase Price of the Project Site, shall show in Agency or the City, a good and marketable title in fee simple, free and clear of all liens and encumbrances without exception other than those permitted under the provisions of Section 6.13 hereof (the "Permitted Exceptions") in a form reasonably acceptable to Developer and shall be referred to hereinafter as the "Title Commitment". (b) If the Title Commitment, any update thereof or subsequent title commitment or the survey delivered to Developer in connection with the Project Site shows that the title is defective or unmarketable or that any part of the Project Site is subject to liens, restrictions, easements, encroachments or encumbrances of any nature whatsoever other than the Permitted Exceptions, Developer shall give Agency a reasonable time (not to exceed sixty (60) days after Developer has given written notice to Agency of any unacceptable conditions of title) within which to remedy or remove any such unacceptable conditions of title. Failure of Agency to remedy or remove any such unacceptable condition of title shall constitute a grounds for termination as provided in Section 12.05, unless Developer gives Agency its written waiver of such unacceptable condition of title. (c) Within thirty (30) days after closing, Agency shall furnish to Developer, at the Developer's expense, a standard ALTA Form 2006 owner's policy of title insurance based on the Title Commitment. Such policy will be issued by the title company that issued the Title Commitment, will be in the amount of the Purchase Price and will insure Developer's fee simple title, as the case may be, to the Project Site subject to no exceptions other than the Permitted Exceptions. Agency shall pay the premium charged for the issuance of any owner's policy of title insurance to the extent of the Purchase Price showing Developer as the fee simple owner of the Project Site. 6.06. Survey. (a) The Developer, shall employ a surveyor licensed by the State of Florida to prepare a current survey of the Project Site within 180 days of the execution of this Agreement. (b) The survey shall: (1) Include the sealed Survey Certification attached hereto as Exhibit "F" for the Project Site. (2) Set forth an accurate metes and bounds description of the Project Site, which metes and bounds description shall be used for the purposes of conveying the Project Site to Developer hereunder, and the gross number of acres contained in the Project Site. (3) Locate all existing easements and rights of way, whether recorded or visible (setting forth the book and page number of the recorded instruments creating the easement). (4) Show any encroachments onto the Project Site from adjoining property and any encroachments from the Project Site onto adjoining property. (5) Show all existing improvements (such as buildings, power lines, fences, roads, driveways, railroads, underground pipelines, cables, etc.) and all rivers, creeks, drainage ditches or other water courses. (6) Show all dedicated public streets providing access to the Project Site and whether such access is paved to the property line of the Project Site. (7) Identify any flood zones as defined on Federal Flood Insurance Rate Maps (F.I.R.M.) for Pinellas County, Florida that affect the Project Site. (8) Show all applicable set back lines with reference to the source of the set backs. 12 4831-0614-7495v.1 147454/00112 In the event the survey shows any encroachments of any improvement upon, from or onto the Project Site or shows any other matter of survey which is objectionable to Developer, in Developer's sole discretion, then Developer shall provide Agency with notice of such defect and the same shall be deemed a title defect and shall be treated as an objection to title by Developer as provided under Section 6.05(b). 6.07. Rights and Duties of Agency. (a) Agency shall cooperate in good faith with Developer in Developer's evaluation of the Project Site and shall execute all documents or perform such other acts, reasonably necessary to enable Developer to satisfactorily complete its evaluation of the Project Site and shall provide to Developer and its consultants any information or documents reasonably required by Developer and in Agency's or its consultant's possession which would assist Developer in such evaluation and preparation. (b) Agency shall reaffirm in writing to Developer that the covenants, warranties and representations set forth herein are true and correct as of the Closing Date. 6.08 Rights and Duties of Developer. Developer agrees to timely commence and pursue its evaluation of the Project Site hereunder in good faith; provided, however, at any time, Developer may cease such evaluations and terminate this Agreement as provided in Section 6.04(b). 6.09. Conditions to Closing. (a) The obligation of Developer to purchase the Project Site is subject to the following ("Conditions to Closing") unless waived by the Developer on or before the Closing Date: (1) Developer's purchase of the Project Site is contingent upon Developer obtaining approval of the Application, resulting in a site plan approval of the Project for no fewer than 81 residential, low-income tax credit dwelling units to be located on the Project Site as contemplated by Section 5 of the Proposal and this Agreement and constructed substantially in accordance with the Project Plans and Specifications. (2) The representations and warranties of Agency set forth herein being true on and as of the Closing Date with the same force and effect as if such representations and warranties were made on and as of the Closing Date. (3) The Project shall be in compliance with the zoning, land use and concurrency requirements for the Project for no fewer than 81 residential, low-income tax credit dwelling units. (4) Developer obtaining financing for construction of the Project on commercially reasonable terms. (5) Developer being declared the winning application of Request for Applications 2019-114 issued by the Florida Housing Finance Corporation. In the event the Conditions to Closing are not satisfied on or before the Closing Date, as hereinafter defined, Developer may terminate this Agreement as set forth in Section 12.05 or may, at Developer's option, extend the Closing Date for three (3) months to permit the Agency to satisfy the Conditions to Closing that are within the Agency's control. (b) The obligation of the Agency to convey the Project Site to the Developer is subject to the following unless waived by the Agency on or before the Closing Date: (1) The representations and warranties of the Developer set forth in Section 10.01 being true on and as of the Closing Date with the same force and effect as if such representations and warranties were made on and as of the Closing Date. (2) The Developer is not then in default of this Agreement as provided in Section 12.01. 13 4831-0614-7495v.1 147454/00112 (3) The Agency shall have approved the Project Plans and Specifications. (4) The City shall have approved the Site Plan for the Project for no fewer than 81 residential, low-income tax credit dwelling units to be located on the Project Site as contemplated by Section 5 of the Proposal and this Agreement and constructed substantially in accordance with the Project Plans and Specifications. 6.10 Closing. Provided all conditions to conveyance of the Project Site to the Developer have been satisfied, Developer shall purchase the Project Site on or before the date which is 30 days after issuance of all Building Permits (herein referred to as the "Closing Date"). The parties may mutually agree to change the Closing Date, provided however that in no instance shall the Closing Date occur later than March 1, 2021. 6.11. Closing Procedure. (a) At closing, the Agency shall convey to Developer by special warranty deed, in the form attached hereto as Exhibit "C", title in fee simple to the Project Site, free and clear of any and all liens, encumbrances, conditions, easements, assessments, restrictions except those permitted in this Agreement and the Permitted Exceptions. (b) At closing, the Agency shall execute and deliver to Developer and Title Company an Affidavit of No Liens in a form satisfactory to Title Company and Developer, so as to cause Title Company to remove the "gap," unrecorded easements and other standard exceptions from the Title Commitment including the construction liens and parties in possession. (c) At closing, the Agency shall deliver to Title Company and Developer a certified copy of the organic document (e.g., the ordinances and resolutions) and all amendments thereto, that legally formed Agency and/or pursuant to which Agency holds title to the Project Site, along with evidence satisfactory to Title Company of Agency's authority to execute and deliver the documents necessary or advisable to consummate the transaction contemplated hereby. (d) At closing, the Agency shall deliver an endorsement to the Title Commitment required herein and such further instruments as may be required by Developer, Developer's counsel or the Title Company to vest in Developer title of the Project Site as provided herein, all at Agency's expense. (e) Developer shall pay the Purchase Price for the Project Site to Agency as provided in Section 6.03. (f) The Project Site is currently exempt from ad valorem real estate taxes. Commencing on the Closing Date, Developer shall be responsible for all ad valorem real estate taxes on the Project Site and any personal property taxes. (g) Agency shall pay all special assessments and taxes, interest and penalties levied against the Project Site prior to the Closing Date. (h) Agency has terminated all original leases, if any, for the Project Site or any part thereof and all tenants will have vacated the Project Site by the Closing Date. (i) Agency shall deliver to Developer all original documents pertaining to the Project Site including licenses and permits, if any. (j) The Developer shall pay for all documentary stamps and transfer taxes, if any, for the deed, and for the preparation, recording and documentary stamps for all closing documents, lien releases and title curative instruments, its own attorney's fees, the premiums for the owner's title insurance policy, and for recording the deed and all other closing costs and expenses. (k) Closing shall be conducted at a closing company selected by the Agency. 14 4831-0614-7495v.1 147454/00112 6.12. Possession. Possession of the Project Site shall pass to Developer upon completion of the closing. 6.13. Condition of Title. Title to the Project Site at the time of conveyance shall be free of all liens, restrictions, easements, encroachments and encumbrances of any nature whatsoever except the following (the "Permitted Exceptions"): (a) Real estate taxes for the year of closing and subsequent years that are a lien but not yet due and payable. (b) Comprehensive land use planning, zoning and building ordinances, regulations and requirements adopted by govemmental or municipal authority having jurisdiction. (c) Those additional exceptions as contained in the Title Commitment to be delivered by Agency to Developer at closing which Developer, in its sole and absolute discretion, has elected to accept. 6.14. Taxes and Assessments. Agency agrees to pay all taxes and assessments that become a lien on the Project Site prior to the Closing Date promptly when due. All special assessments applicable to any portion of the Project Site, delinquent taxes and delinquent installment of special assessments, together with any penalties and interest thereon, shall be paid by Agency on or before the Closing Date. 6.15. Covenants, Warranties and Representations. Agency hereby covenants, warrants and represents to Developer that: (a) The title of Agency to the Project Site hereby sold is absolute, good and marketable and free and clear of all liens and encumbrances except for the Permitted Exceptions. (b) Agency will have the full legal power to own and convey the Project Site as provided for herein, following conveyance to the Agency of that portion of the property owned by the City. (c) There are no legal proceedings pending, threatened or contemplated against Agency or the City in any court, tribunal or administrative agency which affect the Project Site or which give or will give rise to any claims or liens against the Project Site or affect Agency's right to transfer the Project Site. (d) There are no rights of possession, use, rights of first refusal or otherwise to the Project Site outstanding in third persons by reason of unrecorded leases, land contracts, sale contracts, options or other documents. (e) No work has been performed or is in progress on or at the Project Site and no materials have been furnished to Agency or the Project Site or any portion thereof which after closing could give rise to any mechanics', materialmen, or other liens, and at the closing, Agency shall furnish to Developer an affidavit attesting to the absence of any such liens or rights to liens. (f) No assessment for public improvements or otherwise have been made against the Project Site which remain unpaid, including without limitation, any special assessments or those for construction of water, sewer, gas and electric lines, nor have any been proposed. (g) Agency has no information or knowledge of any change contemplated in the applicable laws, ordinances or restrictions, or any judicial or administrative action, or any action by adjacent land owners or natural or artificial conditions upon the Project Site which would prevent, limit, impede or make more costly the present or proposed use of the Project Site, provided, however, the City is in the process of adopting amendments to the land development code, but, if adopted, it will not adversely affect the proposed use or contemplated development of the Project Site. (h) From and after the date hereof, Agency shall refrain from (1) making any material changes on or about 15 4831-0614-7495v.1 147454/00112 the Project Site; (2) creating and incurring or permitting to exist any mortgage, lien, pledge or other encumbrance in any way affecting the Project Site; or (3) committing any waste or nuisance on the Project Site. (i) From and after the date hereof, and at any time prior to transfer of title to Developer, Agency shall not grant, sell or convey any interest in the Project Site, including easements or rights of way, to any person, corporation (public or private), governmental body or political subdivision without the written permission of Developer. (j) (1) Compliance with Environmental Law. Agency has: (I) materially complied with all applicable Environmental Law; and (ii) not received any notice of alleged outstanding violation of Environmental Law, nor does Agency have knowledge of any facts or circumstances that could constitute such a violation. To the best of Agency's knowledge, there are no Hazardous Substances on, above, within, underneath or in groundwater underlying the Property which exceed applicable standards under any Environmental Law, other than the contaminants described in the Phase II ESA. (2) Definitions. For purposes of this Article 7, the terms in this paragraph (2) shall have the following meanings: (i) "Hazardous Substances" means any substance or material: (a) identified in Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §9601, as the same may be amended from time to time; or (b) determined to be toxic, a pollutant or contaminant, under Federal, state or local statute, law, ordinance, rule or regulation or judicial or administrative order or decision, as same may be amended from time to time, including but not limited to (i) hazardous wastes as identified pursuant to the Resource Conversation and Recovery Act, 42 U.S.C. §6901, et seq., as the same may be amended from time to time, or (ii) pollutants, petroleum and petroleum products as defined in either Chapter 403 or Chapter 376, Florida Statutes, as the same may be amended from time to time. (ii) "Environmental Law" means any Federal, state or local statutory or common law relating to pollution or protection of the environment, including without limitation, any common law of nuisance or trespass, and any law or regulation relating to emissions, discharges, releases or threatened releases of Hazardous Substances into the environment (including without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Substances. (k) Agency has no knowledge of any adverse fact relating to the physical condition of the Project Site or any portion thereof which has not been specifically disclosed in writing to Developer, including without limitation landfills, hazardous wastes, fault lines, sinkholes or other geological conditions or adverse soil conditions. (I) Agency has no knowledge that any commitments have been made to any govemmental authority, utility company, school board, church or other religious body, homeowners' association, or any other organization, group or individual relating to the Project Site which would impose an obligation upon Developer or its successors or assigns to make any contributions or dedications of money or land or to construct, install or maintain any improvements of a public or private nature on or off the Project Site. (m) There are no facts known to Agency materially affecting the value of the Project Site which are not readily observable by Developer or which have not been disclosed to Developer or identified by Developer in its site investigation. (n) There exists no violation of any requirement or condition to current zoning or land use classifications applicable to the Project Site. (o) The Project Site is not included in any national, state, county or municipal historic registry or similar classification, nor does the Project Site include any historical or archeological artifacts. (p) The Agency has full power and authority to enter into this Agreement and consummate the 16 4831-0614-7495v.1 147454/00112 transactions contemplated hereby and neither this Agreement nor the consummation of the transactions contemplated hereby will constitute a violation of any order, rule, regulation, agreement or instrument or any charter or organizational documents to which the Agency is subject. No further approvals or consents by third parties or governmental bodies are required in order for the Agency to enter into this Agreement and consummate the transactions contemplated hereby. (q) The covenants, representations and warranties of the Agency as contained herein shall be true and correct as of the Closing Date and shall survive the closing of this transaction. 6.16. Condemnation. In the event that prior to the Closing Date, all or any portion of the Project Site or any rights or easements therein shall be taken by condemnation or rights of eminent domain or like process, or shall be threatened therewith, and the same, in Developer's reasonable opinion, would have a materially adverse impact upon Developer's use of the Project Site, Developer shall, within fifteen (15) days after having received notice thereof from Agency, elect in writing to either (a) continue this Agreement in full force and effect, notwithstanding such taking or threatened taking, in which case Developer shall be required to continue the purchase of the Project Site, in which event Agency shall assign or pay to Developer the applicable portion of the proceeds payable under such condemnation proceedings, (b) delete the portion of the Project Site condemned or threatened to be condemned from this Agreement, with a proportionate reduction in the Purchase Price, or (c) terminate this Agreement. 6.17. Real Estate Commission. Developer and Agency represent that they have not used any brokerage services with respect to the conveyance of the Project Site to the Developer as herein contemplated. The Agency and the Developer shall each hold the other harmless and indemnify the other party, its respective successors, assigns, employees, directors and agents from any and all costs, damages, liabilities and expenses, including reasonable attorney's fees, incurred by reason of any claim for fee or commission of any kind based on the sale contemplated herein. 6.18. Maintenance of Project Site. Prior and up to the Closing Date during its continued possession, the Agency shall maintain the Project Site in good order. 6.19. Radon Gas Notice. (a) As required by Section 404.056(5), Florida Statutes, the following notice is hereby given to the Developer as the prospective purchaser of the Project Site, which may have buildings located thereon, and the Developer acknowledges receipt of such notice: "Radon Gas: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit." ARTICLE 7. CONSTRUCTION OF THE PROJECT. 7.01. Site Clearance. The Developer shall be responsible for clearance of the Project Site such that it is in a condition ready for Commencement of Construction as of the Commencement Date. Permits issued by the City for pre -construction activities on the Project Site, including site clearance, shall not be considered a Building Permit for purposes of this Agreement. 7.02. Construction of the Project. (a) The Developer shall construct the Project on the Project Site substantially in accordance with the Project Plans and Specifications. Subject to Unavoidable Delay and the terms and conditions in this Agreement, the Developer shall Commence Construction of the Project no later than April 1, 2021. 17 4831-0614-7495v.1 147454/00112 (b) (1) The Developer shall commence Vertical Construction of the Project by October 1, 2021. The Developer shall continue, pursue and prosecute the Vertical Construction of the Project with reasonable diligence to substantial completion by the Completion Date and shall not at any time actually or effectively have abandoned (or its Contractor having actually or effectively abandoned) the Project Site. For purposes of this subsection (b), "abandoned" means to have ceased all construction work, including all or substantially all the construction work force withdrawing from the Project Site for a period of sixty (60) days. (2) All obligations of the Developer with respect to commencement, continuation and completion of construction of the Project shall be subject to delays and extensions from time to time for Unavoidable Delay. The Developer shall not be deemed to be in default of this Agreement to the extent construction or completion of the Project, or any part thereof, is not complete by reason of Unavoidable Delay. (c) For purposes of this Agreement, "completion," "complete," "substantially complete" or "substantial completion" means, that a certificate of occupancy for the shell of the retail portion of the structure (not including any tenant improvements for the retail space) and a Certificate of Occupancy for each residential building has been issued by the City. (d) (1) Commencing on the fifteenth (15th) day of the calendar month following the calendar month in which the Commencement Date occurs and continuing until the Completion Date, the Developer shall make quarterly reports to the Agency in such detail and in such form as may reasonably be requested by the Agency as to the actual progress of the construction of the Project. (2) If the Agency reasonably believes adequate progress in the construction of the Project is not being made, the Agency shall give written notice to the Developer that adequate progress is apparently not being made in the Project and Developer shall have a period of ten (10) business days after receipt of such notice in which to respond to Agency as to why adequate progress is or is not being made toward completion of the Project. (e) (1) The Developer agrees that each contract between the Developer and a Contractor for the Project shall provide, among other things, that: (i) notice shall be given to the Agency of any material defaults thereunder by the Developer or the Contractor; and (ii) in the event of a material breach by the Developer of such contract that is not being contested by the Developer, the Agency shall have the right, but not the obligation, to cure any defaults by the Developer under such contract without penalty to the Agency or stoppage of the work. (2) If the Agency elects to cure a material default by the Developer under a contract between the Developer and a Contractor, upon receipt of a notice to that effect from the Agency, the Developer shall immediately deliver to the Agency all plans, specifications, drawings, contracts and addenda thereto pertaining to the construction of that part of the Project which are in its possession or control (and shall instruct the Project Professionals and any other persons in possession or control of such plans, specifications, drawings and contracts to deliver them to the Agency). (3) The right of the Agency to cure any default by the Developer as provided in paragraph (1) above shall be subject and subordinate to the right of the Construction Lender to cure such default. 7.03. Maintenance and Repairs. During the construction of the Project, the Developer shall, at its own expense, keep the Project in good and clean order and condition and the Developer shall promptly make all necessary or appropriate repairs, replacements and renewals thereof, whether ordinary or extraordinary, foreseen or unforeseen. All repairs, replacements and renewals shall be equal in quality and class to the original work. When making such repairs, replacements or renewals, the Developer shall comply with all applicable laws, ordinances, codes and regulations. 7.04. Project Alterations or Improvements. During the construction of the Project, the Developer may, from time to time, make alterations and improvements, structural or otherwise, to the Project as the Developer deems desirable and consistent with the Project Plans and Specifications for the uses contemplated by this Agreement; provided, however, that prior to the commencement of any material alterations or improvements 18 4831-0614-7495v.1 147454/00112 of sufficient size and scope as to constitute a material change in the previously approved Project Plans and Specifications, the Developer shall notify the Agency of such material change and shall submit a change, amendment or revision to the Project Plans and Specifications to the Agency for review as provided in Sections 4.03 and 4.04 hereof. Nothing in this Section 7.04 is intended nor shall be deemed to limit or restrict the exercise of governmental or regulatory powers or authority by the City or any other governmental entity or to enlarge its regulatory authority. 7.05. Completion Certificate. (a) (1) Upon the substantial completion of the construction of the Project in accordance with the provisions of this Article 7 (particularly including subsection 7.02(c)), the Developer shall prepare and execute the Completion Certificate, which shall then be delivered to the Agency. Upon receipt of the Completion Certificate, the Agency shall promptly and diligently proceed to determine if construction has been completed substantially in accordance with the Project Plans and Specifications and this Agreement. Upon making such a determination the Agency shall execute the Completion Certificate and retum it to the Developer. The date of the Completion Certificate shall be the date when the last of the parties shall have executed the Completion Certificate. (2) The Completion Certificate shall constitute a conclusive determination by the parties hereto of the satisfaction and termination of the obligations of the Developer hereunder to construct the Project; provided, however, that nothing in this Section 7.05 shall be a waiver of the rights, duties, obligations or responsibilities of the City or any other governmental entity acting in its regulatory or governmental capacity or an approval of said construction for purposes of the issuance of a certificate of occupancy for the Project. (3) The parties agree that it is their intent that the review by the Agency for purposes of the Completion Certificate determination pursuant to this Section 7.05 is not to be an additional or duplicate inspection over and above that required for purposes of the Building Permit, including the issuance of a certificate of occupancy. The Agency agrees that for purposes of determining if the Project has been substantially completed in accordance with the Project Plans and Specifications, the issuance of a certificate of occupancy shall be a conclusive determination of substantial completion for purposes of this subsection (a) and, if such certificate of occupancy has been determined to have been issued, then the Agency agrees to execute the Completion Certificate. (b) If the Agency shall refuse or fail to execute the Completion Certificate after receipt of a request by the Developer to do so, then the Agency shall, within ten (10) days after its receipt of such request, provide the Developer with a written statement setting forth in reasonable detail the reason(s) why the Agency has not executed the Completion Certificate and what must be done by the Developer to satisfy such objections so that the Agency would sign the Completion Certificate. Upon the Developer satisfying the Agency's objections, then the Developer shall submit a new request to the Agency for execution of the Completion Certificate and that request shall be considered and acted upon in accordance with the procedures in paragraph (a)(1) for the original request. (c) The Completion Certificate shall be in a form sufficient to be recorded in the public records of Pinellas County, Florida. After execution by the Agency, it shall be promptly returned to the Developer who shall record the Completion Certificate in the public records of Pinellas County, Florida, and pay the cost of such recording. 7.06. Agency Not in Privity with Contractors. The Agency shall not be deemed to be in privity of contract with any Contractor or provider of goods or services with respect to the construction of the Project. 7.07. Repurchase of the Project Site. (a) In the event Developer does not commence Vertical Construction of the Project in accordance with the Project Schedule set forth in Sections 4.06 and 7.02 hereof, Agency shall have an option to purchase the Project Site upon the terms and conditions as set forth in this Section 7.07 (the "Property Option"). The Property Option shall be exercised by Agency within ninety (90) days following the last date on which Developer was required to commence Vertical Construction. The Property Option shall be exercised by Agency providing written notice to Developer of its intent to exercise the Property Option within said ninety (90) day period (time 19 4831-0614-7495v.1 147454/00112 being of the essence with respect to such notice); provided, however, that Agency shall not have the right to exercise such Property Option in the event Developer cures its failure to commence Vertical Construction within thirty (30) days following its receipt of such written notice. If Agency should fail to provide such written notice of its exercise of the Property Option within said ninety (90) day period, then the Property Option shall immediately and automatically lapse. (b) Upon proper and timely exercise of the Property Option, Agency and Developer shall undertake to close the conveyance of the Project Site by Developer to Agency within sixty (60) days following the date of notice of the exercise of the Property Option upon the following terms and conditions: (1) The Project Site shall be acquired subject to any recorded mortgages, notes, or other debt instruments in favor of third parties encumbering the title to the Project Site as evidenced in the Public Records of Pinellas County, Florida. (2) The price to be paid by Agency to Developer for the Project Site shall equal the Purchase Price paid by Developer to Agency at closing less the amount of outstanding debt encumbering the Project Site pursuant to paragraph (b)(1) above that is assumed by the Agency. (3) The Project Site shall be conveyed by Developer to Agency pursuant to a special warranty deed, which deed shall be subject to taxes for the year of closing and the other Permitted Exceptions to which the Project Site was subject on the Closing Date. (c) Upon the commencement of Vertical Construction by Developer in accordance with the Project Schedule, the Agency shall, within five (5) days of Developer's request, execute and deliver to Developer, in recordable form, a termination of the Agency's Property Option. (d) Upon conveyance of the Project Site to the Agency pursuant to the exercise of the Property Option, this Agreement shall terminate as provided in Section 12.05. (e) The Property Option shall survive a termination of this Agreement by the Developer pursuant to Section 12.05. ARTICLE 8. INSURANCE. 8.01. Insurance Requirements Generally. (a) The Developer agrees to purchase and maintain or cause its construction Contractor to purchase and maintain) in full force and effect such insurance policies with coverages generally applicable to projects in the State of Florida and Pinellas County similar in size and scope to the Project. All insurance shall be obtained from financially responsible insurance companies either duly authorized under the laws of the State of Florida to do insurance business in the State of Florida (or subject to legal process in the State of Florida) and shall be issued and countersigned by duly authorized representatives of such companies for the State of Florida. (b) The insurance coverages and limits shall be evidenced by properly executed certificates of insurance, copies of which shall be provided to the Agency during the term of this Agreement. No less than thirty (30) days written notice by registered or certified mail must be given by the Developer to the Agency of any cancellation, intent not to renew, or reduction in the policy coverages. (c) Nothing in this Agreement is intended or shall be deemed to be designed by the Agency as a recommended insurance program for the Developer. (d) (1) The Developer alone shall be responsible for the sufficiency of its own insurance program. The Agency will in no way be responsible to the Developer or any other party for any inadequacy of the Developer's overall insurance program. (2) The Agency shall be responsible for the sufficiency of its insurance program. The Developer 20 4831-0614-7495v.1 147454/00112 will in no way be responsible to the Agency or any other party for any inadequacy of the Agency's overall insurance program. 8.02. No Waiver of Sovereign Immunity. Nothing in this Article 8 is intended or shall be deemed to constitute a waiver in whole or in part of any sovereign immunity applicable to and that may be asserted by the City or the Agency. ARTICLE 9. INDEMNIFICATION. The Developer agrees to assume all risks of inherent in this Agreement and all liability therefore, and shall defend, indemnify, and hold harmless the Agency, its officers, agents, and employees from and against any and all claims of loss, liability and damages of whatever nature, to persons and property, including, without limiting the generality of the foregoing, death of any person and loss of the use of any property, except claims arising from the negligence of the Agency or Agency's agents or employees. This includes, but is not limited to, matters arising out of or claimed to have been caused by or in any manner related to the Developer's activities or those of any approved or unapproved invitee, contractor, subcontractor, or other person approved, authorized, or permitted by the Developer whether or not based on negligence. Nothing herein shall be construed as consent by the Agency to be sued by third parties, or as a waiver or modification of the provisions or limits of Section 768.28, Florida Statutes or the Doctrine of Sovereign Immunity. ARTICLE 10. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE DEVELOPER. 10.01. Representations and Warranties. The Developer represents and warrants to the Agency that each of the following statements is currently true and accurate and agrees the Agency may rely upon each of the following statements: (a) The Developer is a Florida Limited Liability Company duly organized and validly existing under the laws of the State of Florida, has all requisite power and authority to carry on its business as now conducted, to own or hold its properties and to enter into and perform its obligations hereunder and under each document or instrument contemplated by this Agreement to which it is or will be a party and has consented to service of process upon a designated agent for service of process in the State of Florida. (b) This Agreement and, to the extent such documents presently exist in form accepted by the Agency and the Developer, each document contemplated or required by this Agreement to which Developer is or will be a party have been duly authorized by all necessary action on the part of, and have been or will be duly executed and delivered by, the Developer, and neither the execution and delivery thereof, nor compliance with the terms and provisions thereof or hereof: (1) requires the approval and consent of any other party, except such as have been duly obtained or as are specifically noted herein, (2) contravenes any existing law, judgment, governmental rule, regulation or order applicable to or binding on the Developer, (3) contravenes or results in any breach of, default under or, other than as contemplated by this Agreement, results in the creation of any lien or encumbrance upon any property of the Developer under any indenture, mortgage, deed of trust, bank loan or credit agreement, the Developer's articles of organization, or, any other agreement or instrument to which the Developer is a party or by which the Developer may be bound. (c) This Agreement and, to the extent such documents presently exist in form accepted by the Agency and the Developer, each document contemplated or required by this Agreement to which the Developer is or will be a party constitutes, or when entered into will constitute, a legal, valid and binding obligation of the Developer enforceable against the Developer in accordance with the terms thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws from time to time in effect which affect creditors' rights generally and subject to usual equitable principles in the event that equitable remedies are involved. (d) There are no pending or, to the knowledge of the Developer, threatened actions or proceedings before any court or administrative agency against the Developer, or against any controlling shareholder, officer, employee or agent of the Developer, which question the validity of this Agreement or any document contemplated hereunder, or which are likely in any case, or in the aggregate, to materially adversely affect the consummation of the transactions contemplated hereunder or the financial condition of the Developer. 21 4831-0614-7495v.1 147454/00112 (e) The Developer has filed or caused to be filed all federal, state, local and foreign tax retums, if any, which were required to be filed by the Developer, and has paid, or caused to be paid, all taxes shown to be due and payable on such returns or on any assessments levied against the Developer. (f) All financial information and other documentation, including that pertaining to the Project or the Developer, delivered by the Developer to the City and the Agency, was, on the date of delivery thereof, true and correct. (g) The principal place of business and principal executive offices of the Developer are in Longwood, Florida, and, until the expiration or termination of this Agreement, the Developer will keep original or duplicate records concerning the Project (such as construction contracts, financing documents and corporate documents) and all contracts, licenses and similar rights relating thereto at its office located in Longwood, Florida, copies of which shall be made available to Agency upon 24 hours' written notice. (h) As of the Closing Date, the Developer will have the financial capability to carry out its obligations and responsibilities in connection with the development of the Project as contemplated by this Agreement, including the purchase of the Project Site from the Agency as contemplated by Article 6. (i) The Developer (with the assistance of its Project Professionals) has the experience, expertise, and capability to develop, cause the construction, and complete the Project and, oversee and manage the design, planning, construction, and completion of the Project, and to acquire the Project Site as provided herein. 10.02. Covenants. The Developer covenants with the Agency that until the earlier of the Termination Date or the Expiration Date: (a) The Developer shall timely perform or cause to be performed all of the obligations contained herein which are the responsibility of the Developer to perform. (b) During each year this Agreement and the obligations of the Developer under this Agreement shall be in effect, the Developer shall cause to be executed and to continue to be in effect those instruments, documents, certificates, permits, licenses and approvals and shall cause to occur those events contemplated by this Agreement that are applicable to, and that are the responsibility of, the Developer. (c) The Developer shall assist and cooperate with the Agency to accomplish the development of the Project by the Developer in accordance with this Agreement and the Project Plans and Specifications and will not violate any laws, ordinances, rules, regulations, orders, contracts or agreements that are or will be applicable thereto, including the Plan and the Act. (d) The Developer shall comply with all provisions of the financing documents for any Construction Financing. (e) Subsequent to the Effective Date, the Developer shall maintain its financial capability to develop, construct and complete the Project and shall promptly notify the Agency of any event, condition, occurrence, or change in its financial condition which materially adversely affects, or with the passage of time is likely to adversely affect, the Developer's financial capability to successfully and completely develop, construct and complete the Project as contemplated hereby. (f) The Developer shall promptly cause to be filed when due all federal, state, local and foreign tax returns required to be filed by it and shall promptly pay when due any tax required thereby so as to avoid an uncured tax lien against the Project Site. (g) Subject to and except as permitted by Section 15.01, the Developer shall maintain its existence, will not dissolve or substantially dissolve all of its assets and will not consolidate with or merge into another corporation, limited partnership, or other entity without the prior approval of the Agency, unless the Developer is the surviving entity or retains a controlling interest in the consolidated or merged corporation, in which case no consent by Agency shall be required. In any event, prior to the expiration or termination of this Agreement, 22 4831-0614-7495v.1 147454/00112 the Developer, will promptly notify the Agency of any changes to the existence or form of the limited liability company of Developer. (h) The Developer shall not sell, lease, transfer or otherwise dispose of all or substantially all its assets without adequate consideration and will otherwise take no action which shall have the effect, singularly or in the aggregate, of rendering Developer unable to continue to observe and perform the covenants, agreements, and conditions hereof and the performance of all other obligations required by this Agreement. (i) Except for the removal of any structures, plants, items or other things from the Project Site after the Closing Date necessary for construction of the Project to commence and continue, the Developer shall not permit, commit, or suffer any waste or impairment of the Project Site prior to the earlier of the Termination Date or the Expiration Date. (j) Provided all conditions precedent thereto have been satisfied or waived as provided herein, the Developer shall design, construct and complete the Project such that it is substantially complete as set forth in Section 4.06 of this Agreement. 10.03 Covenant: Nondiscrimination. The Developer covenants by and for itself and any successors in interest that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, ancestry or national origin in the marketing, sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Project Site, nor shall the Developer itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sub lessees or vendees of the Project Site. 10.04. Survival. The representations, warranties and covenants of Developer as contained in Section 10.01 and 10.02 hereof shall survive the conveyance of the Project Site to the Developer by the Agency. The representations, warranties and covenants of Developer as contained in Section 10.03 hereof shall survive the conveyance of the Project Site to the Developer by the Agency and Termination or Expiration. The Parties agree that the survival contained in this section ultimately terminate on October 1, 2029. ARTICLE 11. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE AGENCY. 11.01. Representations and Warranties. The Agency represents and warrants to the Developer that each of the following statements is currently true and accurate and agrees that the Developer may rely on each of the following statements: (a) The Agency is a validly existing body corporate and politic of the State of Florida, is the duly created community redevelopment agency of the City under Part III, Chapter 163, Florida Statutes (known as the Community Redevelopment Act of 1969), has all requisite corporate power and authority to carry on its business as now conducted and to perform its obligations hereunder and under each document or instrument contemplated by this Agreement to which it is or will be a party. (b) This Agreement and, to the extent such documents presently exist in form accepted by the Agency and the Developer, each document contemplated or required by this Agreement to which the Agency is or will be a party have been duly authorized by all necessary action on the part of, and have been or will be duly executed and delivered by, the Agency, and neither the execution and delivery thereof, nor compliance with the terms and provisions thereof or hereof (1) requires the approval and consent of any other party, except such as have been duly obtained or as are specifically noted herein, (2) contravenes any existing law, judgment, governmental rule, regulation or order applicable to or binding on the Agency, (3) contravenes or results in any breach of, or default under or, other than as contemplated by this Agreement, results in the creation of any lien or encumbrance upon any property of the Agency under any indenture, mortgage, deed of trust, bank loan or credit agreement, applicable ordinances, resolutions or, on the date of this Agreement, any other agreement or instrument to which the Agency is a party, specifically including any covenants of any bonds, notes, or other forms of indebtedness of the Agency outstanding on the Effective Date. (c) This Agreement and, to the extent such documents presently exist in form accepted by the Agency 23 4831-0614-7495v.1 147454/00112 and the Developer, each document contemplated or required by this Agreement to which the Agency is or will be a party constitute, or when entered into will constitute, legal, valid and binding obligations of the Agency enforceable against the Agency in accordance with the terms thereof, except as such enforceability may be limited by public policy or applicable bankruptcy, insolvency or similar laws from time to time in effect which affect creditors' rights generally and subject to usual equitable principles in the event that equitable remedies are involved. (d) There are no pending or threatened actions or proceedings before any court or administrative agency against the Agency, or against any officer of the Agency, which question the validity of any document contemplated hereunder, or which are likely in any case, or in the aggregate, to materially adversely affect the consummation of the transactions contemplated hereunder or the financial condition of the Agency. 11.02. Covenants. The Agency covenants with the Developer that until the earlier of the Termination Date or the Expiration Date: (a) The Agency shall timely perform or cause to be performed all the obligations contained herein which are the responsibility of the Agency to perform. (b) During each year that this Agreement and the obligations of the Agency under this Agreement shall be in effect, the Agency shall cause to be executed and to continue to be in effect those instruments, documents, certificates, permits, licenses and approvals, and shall cause to occur those events contemplated by this Agreement that are applicable to and are the responsibility of the Agency. (c) The Agency shall assist and cooperate with the Developer to accomplish the development of the Project in accordance with this Agreement and the Project Plans and Specifications, will carry out its duties and responsibilities contemplated by this Agreement, and will not violate any laws, ordinances, rules, regulations, orders, contracts, or agreements that are or will be applicable thereto, and, to the extent permitted by law, the Agency will not enact or adopt or urge or encourage the adoption of any ordinances, resolutions, rules, regulations or orders or approve or enter into any contracts or agreements, including issuing any bonds, notes, or other forms of indebtedness, that will result in any provision of this Agreement to be in violation thereof. (d) The Agency shall not request or recommend any rezoning of the Project Site, or any part thereof, which will prevent or adversely affect the development of the Project. (e) The Agency to the best of its ability, shall maintain its financial capability to carry out its responsibilities as contemplated by this Agreement and shall notify the Developer of any event, condition, occurrence, or change in its financial condition that adversely affects, or with the passage of time is likely to adversely affect, the Agency's financial capability to carry out its responsibilities contemplated hereby. 11.03. Survival. The representations, warranties and covenants of Agency as contained in Section 11.01 and 11.02 hereof shall survive the conveyance of the Project Site to the Developer by the Agency. ARTICLE 12. DEFAULT; TERMINATION. 12.01. Default by Developer. (a) Provided the Agency is not then in default of this Agreement under Section 12.02 hereof, the occurrence of any one or more of the following after the Effective Date shall constitute an event of default by Developer ("Developer Event of Default"): (1) The Developer shall fail to perform or comply with any material provision of this Agreement applicable to it within the time prescribed therefor; provided, however, that suspension of or delay in performance by the Developer during any period in which the Agency is in default of this Agreement as provided in Section 12.02 hereof will not constitute a Developer Event of Default under this subsection (a); or (2) The Developer shall make a general assignment for the benefit of its creditors, or shall admit in writing its inability to pay its debts as they become due or shall file a petition in bankruptcy, or shall be 24 4831-0614-7495v.1 147454/00112 adjudicated a bankrupt or insolvent, or shall file a petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation or shall file an answer admitting, or shall fail reasonably to contest, the material allegations of a petition filed against it in any such proceeding, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of the Developer or any material part of such entity's properties; or (3) Within sixty (60) days after the commencement of any proceeding by or against the Developer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed or otherwise terminated, or if, within sixty (60) days after the appointment without the consent or acquiescence of the Developer of any trustee, receiver or liquidator of any of such entities or of any material part of any of such entity's properties, such appointment shall not have been vacated. (b) (1) If a Developer Event of Default shall remain uncured thirty (30) days after written notice thereof to the Developer, then, in addition to any remedy available under Section 12.03, the Agency may terminate this Agreement or pursue any and all legal or equitable remedies to which the Agency is entitled, including an action for declaratory or injunctive relief. In the event the Developer has commenced to cure the Developer Event of Default but it is of such nature that it cannot be completely cured within thirty (30) days, then Developer shall have such reasonable additional time as is necessary to cure the Developer Event of Default provided that the entire cure period shall not exceed ninety (90) days after Developer's initial receipt of notice of the Developer Event of Default. Notwithstanding any provision in this Agreement to the contrary, if a Developer Event of Default shall occur prior to the Closing Date, Agency's sole and exclusive remedy shall be to terminate this Agreement. (2) Any time periods or deadlines provided in this Agreement shall be tolled or extended by the amount of time to cure any Developer Event of Default hereunder if such event affects the Agency's ability to perform by such deadline or the expiration of such period. (c) Subject to the rights of any Lender, any Contractor, creditors of the Developer, and others claiming a legal or equitable interest in the Project, or a portion thereof, if the Agency elects under Section 5.05 to cure a Developer Event of Default and complete the construction of the Project, all plans and specifications, working drawings, construction contracts, contract documents, Building Permits, Permits, management agreements, and financial commitments (all only to the extent assignable) with respect to the Project shall, if such default has not been previously cured, on the day following receipt by the Developer of notice from the Agency of its election to cure under Section 5.05, be deemed then assigned to the Agency making said election, without necessity of any other action being taken or not taken by any party hereto. The Developer shall transfer and deliver to the Agency upon making said election, all assignable Project Plans and Specifications, working drawings, construction contracts, contract documents, financial commitments, management agreements, and all Permits. 12.02. Default by the Agency. (a) Provided the Developer is not then in default under Section 12.01, there shall be an "Agency Event of Default" under this Agreement in the event the Agency shall fail to perform or comply with any material provision of this Agreement applicable to it; provided, however, that suspension of or delay in performance by the Agency during any period in which the Developer is in default of this Agreement as provided in Section 12.01 hereof will not constitute an Agency Event of Default under this subsection (a). (b) If an Agency Event of Default described in subsection (a) shall occur, the Developer shall provide written notice thereof to the Agency, and, after expiration of the curative period described in paragraph (b) below, may terminate this Agreement, institute an action to compel specific performance of the terms hereof by the Agency or pursue any and all legal or equitable remedies to which the Developer is entitled; provided, however, if the Agency Event of Default occurs on or prior to the Closing Date, any monetary recovery by the Developer in any such action shall not include any lost profits or consequential damages and shall be limited to bona fide third -party out-of-pocket costs and expenses, including reasonable attorneys' fees, incurred by the Developer in connection with the negotiation of this Agreement as well as any investigation, due diligence, development, design or construction costs incurred by the Developer in connection with the proposed 25 4831-0614-7495v.1 147454/00112 acquisition and development of the Project Site, unless any such Agency Event of Default was willful and committed in bad faith with reckless disregard for the rights of the Developer. If the Agency Event of Default occurs following the Closing Date, Developer shall provide written notice thereof to the Agency, and, after the expiration of the curative period described in paragraph (c) below, may terminate this Agreement, institute an action to compel specific performance of the terms hereof by the Agency or pursue any and all legal or equitable remedies to which the Developer is entitled; any monetary recovery by the Developer in any such action shall include any lost profits or consequential damages in addition to reimbursement for bona fide third -party out-of-pocket costs and expenses, including reasonable attorneys' fees, incurred by the Developer in connection with the negotiation of this Agreement as well as any investigation, due diligence, development, design or construction costs incurred by the Developer in connection with the proposed acquisition and development of the Project Site. (c) The Developer may not terminate this Agreement or institute an action described in paragraphs (a) or (b) above if the Agency cures such Agency Event of Default within thirty (30) days after receipt by the Agency of written notice from the Developer specifying in reasonable detail the Agency Event of Default, or if any such Agency Event of Default is of such nature that it cannot be completely cured within such period, then within such reasonably longer period of time as may be necessary to cure such Agency Event of Default. If the Agency is proceeding diligently and in good faith to cure such Agency Event of Default, the curative period shall be extended for a period of not exceeding an additional thirty (30) days without any approval or consent of the Developer being required, but such approval will be required (and shall be given or withheld in Developer's sole discretion) if the curative period is to be extended beyond the aggregate of sixty (60) days after the notice of such Agency Event of Default has been given by the Developer to the Agency. If the Agency shall fail to cure such Agency Event of Default within said thirty (30) day or longer period (as extended above) or ceases to proceed diligently to timely cure such Agency Event Default, then the Developer may proceed with its available remedies without providing any additional notice to the Agency. (d) Any time periods or deadlines provided in this Agreement shall be tolled or extended by the amount of time to cure any Agency Event of Default hereunder if such event affects the Developer's ability to perform by such deadline or the expiration of such period. 12.03. Obligations, Rights and Remedies Cumulative. Unless specifically stated herein to the contrary, the specified rights and remedies to which either the Agency or the Developer are entitled under this Agreement are not exclusive and are intended to be in addition to any other remedies or means of redress to which the Agency or the Developer may lawfully be entitled and are not specifically prohibited by this Agreement. The suspension of, or delay in, the performance of its obligations by the Developer, while the Agency shall at such time be in default of their obligations hereunder shall not be deemed to be a Developer Event of Default. The suspension of, or delay in, the performance of the obligations by the Agency while the Developer shall at such time be in default of its obligations hereunder shall not be deemed to be an Agency Event of Default. 12.04. Non -Action on Failure to Observe Provisions of this Agreement. The failure of the Agency or the Developer to promptly or continually insist upon strict performance of any term, covenant, condition or provision of this Agreement, or any Exhibit hereto, or any other agreement, instrument or document of whatever form or nature contemplated hereby shall not be deemed a waiver of any right or remedy that the Agency or the Developer may have, and shall not be deemed a waiver of a subsequent default or nonperformance of such term, covenant, condition or provision. 12.05. Termination. (a) The Developer and the Agency acknowledge and agree that as of the Effective Date, certain matters mutually agreed upon by the parties hereto, which are essential to the successful development of the Project, have not been satisfied or are subject to certain conditions, legal requirements or approvals beyond the control of any of the parties hereto or which cannot be definitely resolved under this Agreement. In recognition of these events or conditions, the parties hereto mutually agree that, provided the appropriate or responsible party therefor diligently and in good faith seeks to the fullest extent of its capabilities to cause such event or condition to occur or be satisfied, the failure of the events or conditions listed in subsection (b) below to occur or be satisfied shall not constitute an event of default by any party under this Article 12, but may be the basis for a termination of this Agreement as provided in this Section 12.05. 26 4831-0614-7495v.1 147454/00112 (b) In addition to any other rights of termination provided elsewhere in this Agreement, this Agreement may be terminated prior to the Closing Date as provided in subsection (c) after the occurrence of any of the following events or conditions: (1) Failure to satisfy the Conditions to Closing set forth in Section 6.09. (2) All of the Project Site is taken by the exercise of the power of eminent domain by a governmental authority (except the City or the Agency) or a person entitled to exercise such power or benefiting therefrom, or such part of the Project Site is taken by the power of eminent domain so as to render the Project, in Developer's sole discretion, commercially unfeasible or unusable for its intended uses as contemplated by this Agreement. (3) The appropriate governmental authority (but not including the City in exercise of its governmental and regulatory authority and responsibility), upon petition by the Developer, unduly delays or denies or fails to issue the Permits, issue the Building Permits, or approve any other land use approval necessary to Commence Construction of the Project on the Project Site. (4) A moratorium on new construction is imposed by a governmental authority within the City or Pinellas County preventing construction of the Project to commence. (5) The City or other appropriate governmental authority has issued a concurrency compliance certificate or a reservation of services capacity as described in Section 3.05 and such certificate or reservation has been revoked, repealed, superseded, or otherwise no longer of any effect or the Developer is unable to rely upon such certificate or reservation, if such a certificate or reservation is required for development of the Project on the Project Site, and the Developer cannot obtain a new or replacement certificate or reservation for the Project. (6) The City approves an amendment to the Plan, which is inconsistent with the Project being located on the Project Site. (7) Utilities are not readily available at the boundaries of the Project Site at locations satisfactory to the Developer by the Closing Date. (c) In the event of a termination pursuant to Section 12.05(b), neither the Developer nor the Agency shall be obligated or liable one to the other in any way, financially or otherwise, for any claim or matter arising from or as a result of this Agreement or any actions taken by the Developer and the Agency, or any of them, hereunder or contemplated hereby, and each party shall be responsible for its own costs, excluding provisions of this Agreement which specifically survive the termination of this Agreement. (d) Notwithstanding anything to the contrary contained herein, in the event that any party shall have, but shall not exercise, the right hereunder to terminate this Agreement because of the non -satisfaction of any condition specified herein, and such condition is subsequently satisfied, then the non -satisfaction of such condition shall no longer be the basis for termination of this Agreement. (e) In no event will the Agreement be terminated sooner than April 30, 2020 for any reason other than failure to pay any monies due under the Agreement. 12.06. Termination Certificate. (a) In the event of a termination of this Agreement for any reason prior to the Expiration Date, each of the parties hereto do covenant and agree with each other to promptly execute a certificate prepared by the party electing to terminate this Agreement, which certificate shall expressly state that this Agreement has been terminated in accordance with its terms, is no longer of any force and effect except for those provisions hereof which expressly survive termination, that the rights, duties and obligations of the parties hereto have been terminated and released (subject to those surviving provisions hereof) and that the Project Site is no longer subject to any restrictions, limitations or encumbrances imposed by this Agreement. 27 4831-0614-7495v.1 147454/00112 (b) The certificate described in subsection (a) shall be prepared in a form suitable for recording and promptly after execution by all of the parties hereto shall be recorded in the public records of Pinellas County, Florida. The cost of recording the termination certificate shall be paid by the terminating party. 12.07 Remedies. All remedies provided for herein and under Florida law shall be cumulative and shall survive the technical termination of this Agreement pursuant to execution, delivery and recordation of a Termination Certificate or otherwise hereunder. ARTICLE 13. UNAVOIDABLE DELAY. 13.01. Unavoidable Delay. (a) Any delay in performance of or inability to perform any obligation under this Agreement (other than an obligation to pay money) due to any event or condition described in paragraph (2) as an event of "Unavoidable Delay" shall be excused in the manner provided in this Section 13.01. (b) "Unavoidable Delay" means any of the following events or conditions or any combination thereof: acts of God, acts of the public enemy, riot, insurrection, war, pestilence, archaeological excavations required by law, unavailability of materials after timely ordering of same, building moratoria, discovery and remediation of previously unidentified environmental contamination discovered after the Closing Date, epidemics, quarantine restrictions, freight embargoes, fire, lightning, hurricanes, earthquakes, tornadoes, floods, extremely abnormal and excessively inclement weather (as indicated by the records of the local weather bureau for a five-year period preceding the Effective Date), strikes or labor disturbances, delays due to proceedings under Chapters 73 and 74, Florida Statutes, restoration in connection with any of the foregoing or any other cause beyond the reasonable control of the party performing the obligation in question, including, without limitation, such causes as may arise from the act of the other party to this Agreement, or acts of any govemmental authority (except that acts of the Agency shall not constitute an Unavoidable Delay with respect to performance by the Agency). (c) An application by any party hereto (referred to in this paragraph (c) and in paragraph (d) as the "Applicant") for an extension of time pursuant to subsection (a) must be in writing, must set forth in detail the reasons and causes of delay, and must be filed with the other party to this Agreement within thirty (30) days following the occurrence of the event or condition causing the Unavoidable Delay or thirty (30) days following the Applicant becoming aware (or with the exercise of reasonable diligence should have become aware) of such occurrence. (d) The Applicant shall be entitled to an extension of time for an Unavoidable Delay only for the number of days of delay due solely to the occurrence of the event or condition causing such Unavoidable Delay and only to the extent that any such occurrence actually delays that party from proceeding with its rights, duties and obligations under this Agreement affected by such occurrence. ARTICLE 14. FIRE OR OTHER CASUALTY; CONDEMNATION. 14.01. Loss or Damage to Project. If economically reasonable as determined by Developer, the Developer covenants and agrees to diligently commence and complete the reconstruction or repair of any loss or damage caused by fire or other casualty or by eminent domain (provided the City or the Agency is not the condemning authority) to each and every part of the Project to substantially the same as existed prior to the occurrence of such loss or damage. Any reconstruction or repair of any loss or damage to the Project shall be to the standards, design, plans and specifications of the original construction unless any change therefrom is approved by the Agency. 14.02. Partial Loss or Damage to Proiect. Any loss or damage by fire or other casualty or exercise of eminent domain to the Project or Project Site, or any portion thereof, which does not render the Project or Project Site reasonably unusable for the use contemplated by this Agreement, shall not operate to terminate this Agreement or to relieve or discharge the Developer from the timely performance and fulfillment of the Developer's obligations pursuant to this Agreement, subject to an extension of time for an Unavoidable Delay. 28 4831-0614-7495v.1 147454/00112 14.03. Notice of Loss or Damage to Project. The Developer shall promptly give the Agency written notice of any significant damage or destruction to the Project stating the date on which such damage or destruction occurred, the expectations of the Developer as to the effect of such damage or destruction on the use of the Project, and the proposed schedule, if any, for repair or reconstruction of the Project. If the Developer determines the Project cannot be repaired or restored in an economically justifiable or other manner, then the Developer shall so notify the Agency and state reasons supporting its determination. 14.04. Subject to Financing. The Developer's obligations under this Article 14 are subject to the terms and conditions of the Construction Financing or any other mortgage financing in effect at the time any such obligations hereunder would otherwise be applicable. ARTICLE 15. MISCELLANEOUS. 15.01. Assignments. (a) (1) Prior to the earlier of the Termination Date or the Expiration Date, the Developer may sell, convey, assign or otherwise dispose of any or all of its right, title, interest and obligations in and to the Project, or any part thereof to any person with the prior written consent of the Agency, which shall not be unreasonably withheld, provided that such party (hereinafter referred to as the "assignee"), to the extent of the sale, conveyance, assignment or other disposition by the Developer to the assignee, shall be bound by the terms of this Agreement the same as the Developer for such part of the Project as is subject to such sale, conveyance, assignment or other disposition, except for the sale of a condominium in the ordinary course of business. (2) If the assignee of Developer's right, title, interest and obligations in and to the Project, or any part thereof, assumes all of Developer's obligations hereunder for the Project, or that part subject to such sale, conveyance, assignment or other disposition, then the Developer shall be released from all such obligations hereunder which have been so assumed by the assignee, and the Agency agrees to execute an instrument evidencing such release, which shall be in recordable form. (b) An assignment of the Project, or any part thereof, by the Developer to any corporation, limited partnership, limited liability company, general partnership, or joint venture, in which the Developer is a general partner or has either the controlling interest or through a joint venture or other arrangement shares equal management rights with a financial institution and maintains such controlling interest or equal management rights for the term of this Agreement shall not be deemed an assignment or transfer subject to any restriction on or approvals of assignments or transfers imposed by this Section 15.01, provided, however, that notice of such assignment shall be given by the Developer to the Agency no less than thirty (30) days prior to such assignment being effective and the assignee shall be bound by the terms of this Agreement to the same extent as would the Developer in the absence of such assignment. If the Developer shall at any time withdraw or be replaced as a general partner or no longer have the controlling interest or management rights as described in this subsection, then that event shall constitute an assignment of the Developer's right, title, interest or obligations under this Agreement for purposes of this Section 15.01 and the prior approval of the Agency shall be obtained before such an event shall be effective. Agency hereby expressly approves an assignment to Blue Pierce, LLC, and hereby agrees that the assignment to Blue Pierce, LLC shall be effective as of the date of the written assignment. 15.02. Successors and Assigns. The terms herein contained shall bind and inure to the benefit of the Agency, and its successors and assigns, and the Developer, and its successors and assigns, except as may otherwise be specifically provided herein. 15.03. Notices. (a) All notices, demands, requests for approvals or other communications given by either party to another shall be in writing, and shall be sent by registered or certified mail, postage prepaid, return receipt requested or by overnight courier service, or by hand delivery to the office for each party indicated below and addressed as follows: To the Developer: 4831-0614-7495v.1 147454/00112 To the Agency: 29 Blue Sky Communities, LLC 5300 West Cypress Street Suite 200 Tampa, FL 33607 Attention: Shawn Wilson, CEO Community Redevelopment Agency of the City of Clearwater P.O. Box 4748 Clearwater, Florida 33758 Attention: Executive Director with copies to: City of Clearwater P.O. Box 4748 Clearwater, Florida 33758 Attention: City Attorney (b) Notices given by courier service or by hand delivery shall be effective upon deposit with the courier or delivery service. Notices given by overnight delivery company shall be deemed received on the first (1st) business day after deposit with the overnight delivery company. Notices given by mail shall be deemed received on the third (3rd) business day after mailing. Refusal by any person to accept delivery of any notice delivered to the office at the address indicated above (or as it may be changed) shall be deemed to have been an effective delivery as provided in this Section 15.03. The addresses to which notices are to be sent may be changed from time to time by written notice delivered to the other parties and such notices shall be effective upon receipt. Until notice of change of address is received as to any particular party hereto, all other parties may rely upon the last address given. 15.04. Severability. If any term, provision or condition contained this Agreement shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of such term, provision or condition to persons or circumstances other than those in respect of which it is invalid or unenforceable, shall not be affected thereby, and each term, provision and condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 15.05. Applicable Law and Construction. The laws of the State of Florida shall govern the validity, performance and enforcement of this Agreement. This Agreement has been negotiated by the Agency and the Developer, and the Agreement, including, without limitation, the Exhibits, shall not be deemed to have been prepared by the Agency or the Developer, but by all equally. 15.06. Venue: Submission to Jurisdiction. (a) For purposes of any suit, action or other proceeding arising out of or relating to this Agreement, the parties hereto do acknowledge, consent and agree that venue thereof is Pinellas County, Florida. (b) Each party to this Agreement hereby submits to the jurisdiction of the State of Florida, Pinellas County and the courts thereof and to the jurisdiction of the United States District Court for the Middle District of Florida, for the purposes of any suit, action or other proceeding arising out of or relating to this Agreement and hereby agrees not to assert by way of a motion as a defense or otherwise that such action is brought in an inconvenient forum or that the venue of such action is improper or that the subject matter thereof may not be enforced in or by such courts. (c) If, at any time during the term of this Agreement, the Developer is not a resident of the State of Florida or has no office, employee, agency, registered agent or general partner thereof available for service of process as a resident of the State of Florida, or if any permitted assignee thereof shall be a foreign corporation, partnership or other entity or shall have no officer, employee, agent, or general partner available for service of process in the State of Florida, the Developer hereby designates the Secretary of State, State of Florida, its agent for the service of process in any court action between it and the Agency arising out of or relating to this Agreement and such service shall be made as provided by the laws of the State of Florida for service upon a non-resident; provided, however, that at the time of service on the Florida Secretary of State, a copy of such service shall be delivered to the Developer at the address for notices as provided in Section 15.03. 15.07. Agreement Not a Chapter 86-191, Laws of Florida, Development Agreement. The Developer and the 30 4831-0614-7495v.1 147454/00112 Agency acknowledge, agree and represent that this Agreement, including, without limitation, any of the Exhibits, is not a development agreement as described in Sections 19-31, Chapter 86-191, Laws of Florida, codified as Sections 163.3220-163.3243, Florida Statutes. 15.08. Estoppel Certificates. The Developer and the Agency shall at any time and from time to time, upon not less than ten (10) days prior notice by another party hereto, execute, acknowledge and deliver to the other parties a statement in recordable form certifying that this Agreement has not been modified and is in full force and effect (or if there have been modifications that the said Agreement as modified is in full force and effect and setting forth a notation of such modifications), and that to the knowledge of such party, neither it nor any other party is then in default hereof (or if another party is then in default hereof, stating the nature and details of such default), it being intended that any such statement delivered pursuant to this Section 15.08 may be relied upon by any prospective purchaser, mortgagee, successor, assignee of any mortgage or assignee of the respective interest in the Project, if any, of any party made in accordance with the provisions of this Agreement. 15.09. Complete Agreement: Amendments. (a) This Agreement, and all the terms and provisions contained herein, including without limitation the Exhibits hereto, constitute the full and complete agreement between the parties hereto to the date hereof, and supersedes and controls over any and all prior agreements, understandings, representations, correspondence and statements whether written or oral, including the RFP and the Proposal. (b) Any provisions of this Agreement shall be read and applied in para materia with all other provisions hereof. (c) This Agreement cannot be changed or revised except by written amendment signed by all parties hereto. 15.10. Captions. The article and section headings and captions of this Agreement and the table of contents preceding this Agreement are for convenience and reference only and in no way define, limit, describe the scope or intent of this Agreement or any part thereof, or in any way affect this Agreement or construe any article, section, subsection, paragraph or provision hereof. 15.11. Holidays. It is hereby agreed and declared that whenever a notice or performance under the terms of this Agreement is to be made or given on a Saturday or Sunday or on a legal holiday observed in the City, it shall be postponed to the next following business day. 15.12. Exhibits. Each Exhibit referred to and attached to this Agreement is an essential part of this Agreement. The Exhibits and any amendments or revisions thereto, even if not physically attached hereto shall be treated as if they are part of this Agreement. 15.13. No Brokers. The Agency and the Developer hereby represent, agree and acknowledge that no real estate broker or other person is entitled to claim or to be paid a commission as a result of the execution and delivery of this Agreement, including any of the Exhibits, or any proposed improvement, use, disposition, lease, conveyance or acquisition of any or all of the Project Site, specifically including the conveyance of the Project Site by the Agency to the Developer. 15.14. Not an Agent. During the term of this Agreement, the Developer hereunder shall not be an agent of the City or the Agency, with respect to any and all services to be performed by the Developer (and any of its agents, assigns, or successors) with respect to the Project, and the Agency is not an agent of the Developer (and any of its agents, assigns, or successors). 15.15. Memorandum of Development Agreement. The Agency and the Developer agree to execute, in recordable form, on the Effective Date, the short form "Memorandum of Agreement for Development and Purchase and Sale of Property," the form of which is attached hereto as Exhibit "D," and agree, authorize and hereby direct such Memorandum to be recorded in the public records of Pinellas County, Florida, as soon as possible after execution thereof. The Agency shall pay the cost of such recording. 31 4831-0614-7495v.1 147454/00112 15.16. Public Purpose. The parties acknowledge and agree that this Agreement satisfies, fulfills and is pursuant to and for a public purpose and municipal purpose and is in the public interest, and is a proper exercise of the Agency's power and authority under the Act. 15.17. No General Obligation. In no event shall any obligation, express or implied, of the Agency under this Agreement be or constitute a general obligation or indebtedness of the City or the Agency, a pledge of the ad valorem taxing power of the City or the Agency or a general obligation or indebtedness of the City or the Agency within the meaning of the Constitution of the State of Florida or any other applicable laws, but shall be payable solely from legally available revenues and funds. Neither the Developer nor any other party under or beneficiary of this Agreement shall ever have the right to compel the exercise of the ad valorem taxing power of the City, the Agency or any other governmental entity or taxation in any form on any real or personal property to pay the City's or the Agency's obligations or undertakings hereunder. 15.18. Local Government Support. The Agency recognizes that Request for Applications 2019-114 issued by the Florida Housing Finance Corporation (the "RFA") requires the Developer to show "local government support." This support will come in the form of a $747,000.00 loan to the Developer from the City in a manner that shall qualify for the Local Government Area of Opportunity Funding under the RFA including without limitation the timely approval of the Loan and the execution and delivery of the requisite Local Government Verification of Contribution -Loan form under the RFA. The Agency agrees to contribute half of that loan amount to the City upon terms and conditions to be negotiated between the City and the Agency. 15.19. Term; Expiration; Certificate. (a) If not earlier terminated as provided in Section 12.05, the term of this Agreement shall expire and this Agreement shall no longer be of any force and effect (except for those matters which specifically survive such expiration) on the tenth anniversary of the Effective Date. (b) Upon completion of the term of this Agreement, all parties hereto shall execute the Agreement Expiration Certificate. The Agreement Expiration Certificate shall constitute (and it shall be so provided in the certificate) a conclusive determination of satisfactory completion of all obligations hereunder and the expiration of this Agreement; provided, however, that the automatic termination as provided in Section 12.05 shall not be effected in the event that the Agreement Expiration Certificate is not executed and recorded. (c) The Agreement Expiration Certificate shall be in such form as will enable it to be recorded in the public records of Pinellas County, Florida. Following execution by all of the parties hereto, the Agreement Expiration Certificate shall promptly be recorded by the Developer in the public records of Pinellas County, Florida, and the Developer shall pay the cost of such recording. 15.20. Effective Date. Following execution of this Agreement (and such of the Exhibits as are contemplated to be executed simultaneously with this Agreement) by the authorized officers of the Agency and by authorized representatives of the Developer following approval hereof by the Agency and the Developer this Agreement (and any executed Exhibits) shall be in full force and effect in accordance with its terms and upon the recording of the Memorandum of Agreement for Development and Purchase and Sale of Property as contemplated by Section 15.15 hereof. 15.21 Cooperation of the City. The City of Clearwater, a municipal corporation, has joined in this Agreement for the sole purpose of reflecting its agreement to cooperate and support the Agency in meeting the obligation created by Section 15.18. [SIGNATURE PAGES FOLLOW] 32 4831-0614-7495v.1 147454/00112 IN WITNESS WEREOF, the parties hereto have set their hands and their respective seals affixed as of the AA day of (L, 2019. Approved as to form: Michael P. Fuino Attorney for Community Redevelopment Agency Approved as to . rm: Pamela Akin City Attorney 4831-0614-7495v.1 147454/00112 AGENCY COMMUNITY REDEVELOPMENT CITY OF CLEARWATER, FLORIDA By: Attest: George Cretekos Chairperson 44oCrAT cc AGENti OF E Rosemarie Call City Clerk CITY THE CITY OF CLEARWATER, a municipal corporation Ctett'V! Moc By: Attest: George Cretekos Mayor 01/ZQh t C� Rosemarie CaII City Clerk DEVELOPER BLUE SKY COMMUNITIES, LLC a Florida limited liability company By: 33 By: Name: 61V h41\ W »‘ Idg Its: Pc'e(Y)Nk,� STATE OF FLORIDA ) COUNTY OF t1stura-in ) The pregoing instrument was acknowledged beforerpe this _ day of OC.°�, 2019, by N b.� (A/v-1w1 l8u-, , as •P2�i cry �— 4r of Blue Sky Communities, LLC, a Florida limited liability company, on behalf of the company. He/She is personally known to me or who produced as identification. 4831-0614-7495v.1 147454/00112 Print/Typ: Notary Pu 34 EXHIBIT A 'Project Site Description and Map] LOTS 1 THRU 3, LOT 16 AND THE WEST 42 FEET OF LOT 15 OF BLOCK 7, FROM THE PLAT TITLED "MAGNOLIA PARK" IN SUBDIVISION PLAT BOOK 3, PAGE 43 OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA TOGETHER WITH THAT PART OF THE NE 1/4 OF SECTION 16, TOWNSHIP 29 SOUTH, RANGE 15 EAST DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 1, THENCE SOUTH 04°41'03" WEST, A DISTANCE OF 266 FEET, MORE OR LESS, TO THE SOUTHWEST CORNER OF SAID LOT 16; THENCE WESTERLY 60 FEET, MORE OR LESS, TO THE SOUTHEAST CORNER OF LOT 1, BLOCK 7 OF THE PLAT TITLED "GOULD & EWING'S 2ND ADDITION" IN SUBDIVISION PLAT BOOK 1, PAGE 52 OF THE PUBLIC RECORDS OF HILLSBOROUGH COUNTY, FLORIDA OF WHICH PINELLAS COUNTY WAS FORMERLY A PART; THENCE NORTH 04°41'03" EAST, A DISTANCE OF 266 FEET, MORE OR LESS, TO THE NORTHEAST CORNER OF LOT 2, BLOCK 7 OF SAID "GOULD & EWING'S 2ND ADDITION"; THENCE EASTERLY 60 FEET, MORE OR LESS, TO THE POINT OF BEGINNING. CONTAINING 47,443.5 SQUARE FEET OR 1.08915 ACRES, MORE OR LESS. 35 4831-0614-7495v.1 147454/00112 EXHIBIT B JProposed Site Planl 36 4831-0614-7495v.1 147454/00112 EXHIBIT C SPECIAL WARRANTY DEED COMMUNITY REDEVELOPMENT AGENCY, also known as THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, a body politic and corporate of the State of Florida created pursuant to Part III, Ch. 163 Fla. Stat., whose address is .0. Box 4748, Clearwater, Florida 33758, hereinafter called the GRANTOR, for and in consideration of Ten and 00/100 Dollars ($10.00), and other valuable consideration the receipt of which is hereby acknowledged, does bargain, sell, convey and grant unto BLUE SKY COMMUNITIES, LLC, a Florida limited liability company, whose address is 5300 West Cypress Street, Suite 200, Tampa, FL 33607 hereinafter called The GRANTEE, the federal tax identification number of which is: , its successors and assigns forever, the real property, situate, lying and being in Pinellas County, Florida, more particularly described in EXHIBIT "A" attached hereto. TAX PARCEL I.D. # Subject to taxes for current year and to those matters listed in EXHIBIT "B" attached hereto. TO HAVE AND TO HOLD unto the said GRANTEE, its successors and assigns forever, and said GRANTOR warrants and shall defend the title against the lawful claims of all persons claiming by, through, or under it, but against none other. TOGETHER with all and singular the tenements, hereditaments and appurtenances thereto belonging or in anywise appertaining. IN WITNESS WHEREOF, GRANTOR has caused these presents to be executed in its name by its Chairman this day of , 2019. [SIGNATURE PAGE FOLLOWS] 37 4831-0614-7495v.1 147454/00112 C-1 COMMUNITY REDEVELOPMENT AGENCY ATTEST: OF THE CITY OF CLEARWATER By: Executive Director Chairman WITNESSES (as to all signatures): Printed Name: Printed Name: STATE OF FLORIDA COUNTY OF PINELLAS The foregoing SPECIAL WARRANTY DEED was acknowledged before me this day of , 20_, by , as Chairman, and as the Executive Director of the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, a body politic and corporate, on behalf of said entity. Such persons are personally known to me or presented as identification. My Commission Expires: My Commission Number: 38 4831-0614-7495v.1 147454/00112 C-2 Notary Public, State of Florida EXHIBIT D MEMORANDUM OF AGREEMENT FOR DEVELOPMENT AND PURCHASE AND SALE OF PROPERTY This Memorandum of Agreement for Development and Purchase and Sale of Property ("Memorandum") is made this _ day of , 2019, by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a public body corporate and politic of the State of Florida (the "Agency"), whose address is P.O. Box 4748, Clearwater, Florida 33758, and BLUE SKY COMMUNITIES, a Florida limited liability company (the "Developer"), whose address is 5300 West Cypress Street, Suite 200, Tampa, Florida 33607. This Memorandum pertains to an Agreement for Development and Purchase and Sale of Property, by and between the Agency and the Developer, dated as of 2019, (the "Development Agreement"), which provides, among other things, for the sale of property within a project site as described in Exhibit "A" attached hereto and made a part hereof for the development and construction of the Project, as same is defined in the Development Agreement. If not earlier terminated as provided for in the Development Agreement, the Development Agreement shall expire and shall no longer be of any force and effect (except for those matters which specifically survive such expiration) on the tenth anniversary of the Effective Date (as defined in the Development Agreement). The Development Agreement is incorporated herein and made a part hereof by reference as fully as though it were set forth herein in its entirety. It is the intention of the parties to hereby ratify, approve and confirm the Development Agreement as a matter of public notice and record. Nothing herein shall in any way affect or modify the Development Agreement, nor shall the provisions of this Memorandum be used to interpret the Development Agreement. In the event of conflict between the terms of this document and those contained in the Development Agreement, the terms in the Development Agreement shall control. A copy of the fully -executed Development Agreement is on file with the City Clerk, City of Clearwater, Florida, located at City Offices, 600 Cleveland St., Ste. 600, Clearwater, Florida, which is available for review and copying by the public. IN WITNESS WHEREOF, the parties hereto have set their hands and their respective seals affixed as of the day of , 2019. [SIGNATURE PAGE FOLLOWS] D-1 39 4831-0614-7495v.1 147454/00112 COMMUNITY REDEVELOPMENT AGENCY ATTEST: OF THE CITY OF CLEARWATER By: Executive Director Chairman STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this day of 2019, by GEORGE CRETEKOS, as Chairman, and AMANDA THOMPSON, as the Executive Director of the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, a body politic and corporate, on behalf of said entity. Such persons are personally known to me or presented as identification. Notary Public, State of Florida My Commission Expires: My Commission Number: BLUE SKY COMMUNITIES, LLC a Florida limited liability company By: STATE OF FLORIDA ) COUNTY OF ) By: Name: Its: The foregoing instrument was acknowledged before me this day of 2019, by as of Blue Sky Communities, LLC, a Florida limited liability company, on behalf of the company. He/She is personally known to me or who produced as identification. Print/Type Name: Notary Public 40 4831-0614-7495v.1 147454/00112 D-2 EXHIBIT E AGREEMENT EXPIRATION CERTIFICATE This Agreement Expiration Certificate ("Certificate") is made this _ day of , , by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a public body corporate and politic of the State of Florida (the "Agency"), whose address is P.O. Box 4748, Clearwater, Florida 33758, and Blue Sky Communities, LLC, a Florida limited liability company (the "Developer"), whose address is 5300 West Cypress Street, Suite 200, Tampa, Florida 33607. This Certificate pertains to an Agreement for Development and Purchase and Sale of Property, by and between the Agency and the Developer, dated as of , 2019, (the "Development Agreement"), which provides, among other things, for the sale of property within a project site as described in Exhibit "A" attached hereto and made a part hereof for the development and construction of the Project, as same is defined in the Development Agreement. The Development Agreement has expired in accordance with its own terms as of , 20 , and is no longer of any force or effect, and the Project site is no longer subject to any restriction, limitation, or encumbrance imposed by the Development Agreement. This Certificate has been executed by the parties to the Development Agreement as provided in Section 15.19 thereof and constitutes a conclusive determination of satisfactory completion of all obligations under such Agreement and that the Development Agreement has expired, except for those matters which survive as noted above. A copy of the fully -executed Development Agreement is on file with the City Clerk, City of Clearwater, Florida, located at City Offices, 600 Cleveland St., Ste. 600, Clearwater, Florida, which is available for review and copying by the public. IN WITNESS WHEREOF, the parties hereto have set their hands and their respective seals affixed as ofthe _day of [SIGNATURE PAGE FOLLOWS] 41 4831-0614-7495v.1 147454/00112 E-1 COMMUNITY REDEVELOPMENT AGENCY ATTEST: OF THE CITY OF CLEARWATER By: Executive Director Chairman STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this day of 2019, by , as Chairman, and , as the Executive Director of the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, a body politic and corporate, on behalf of said entity. Such persons are personally known to me or presented as identification. Notary Public, State of Florida My Commission Expires: My Commission Number: BLUE SKY COMMUNITIES, LLC a Florida limited liability company By: STATE OF FLORIDA ) COUNTY OF By: Name: Its: The foregoing instrument was acknowledged before me this day of 2019, by as of Blue Sky Communities, LLC, a Florida limited liability company, on behalf of the company. He/She is personally known to me or who produced as identification. Print/Type Name: Notary Public 42 4831-0614-7495v.1 147454/00112 E-2 EXHIBIT F SURVEY REQUIREMENTS The Survey shall comply with the following requirements which may be in addition to the requirements of Florida Administrative Code, Rule No. 21 HH -6. 1. Field Note Description. The Survey shall contain a certified metes and bounds description and shall comply with the following requirements: (1) The beginning point, which should be established by a monument located at the beginning point, or by reference to a nearby monument, shall be shown. (ii) The boundary of the Property shall be described by giving the distances and bearings of each. (iii) The distances, bearings, and angles shall be taken from a recent instrument survey, or recently recertified instrument survey, by a licensed Professional Engineer or Registered Surveyor. (iv) Curved sides shall be described by data including length of arc, central angle, radius of circle for the arc and chord distance, and bearing. (v) The legal description shall be a single perimeter description of the entire Property. (vi) The description shall include a reference to all streets, alleys, and other rights-of-way that abut the Property surveyed, and the width of all rights- of-way mentioned shall be given the first time these rights-of-way are referred to. (vii) If the Property surveyed has been recorded on a map or plat as part of an abstract or subdivision, reference to such recording data shall be made. 2. Lot and Block Description. If the Property is included within a properly established, recorded subdivision or addition, then a lot and block description will be an acceptable substitute for a metes and bounds description, provided that the lot and block description shall completely and properly identify the name or designation of the recorded subdivision or addition and give the recording information therefor. 3. Map or Plat. The Survey shall also contain a certified map or plat showing and identifying the following: (i) All of the distances, bearings, angles and curves used in the legal description. (ii) The relation of the point of beginning of said plot to the monument from which it is fixed. (iii) Any discrepancies between the map or plat and the description. (iv) All easements showing recording information therefor by volume and page. (v) The established building line, if any. 43 4831-0614-7495v.1 147454/00112 F-1 (vi) All easements appurtenant to the Property. (vii) The boundary line of the street or streets abutting the Property, the width of said streets, and whether each street is dedicated or private. (viii) Ingress and egress to the Property by the name of street(s) or road(s) upon which the Property fronts, the same being a paved and dedicated public right- of-way; and the name of the governmental entity which maintains the same. (ix) Encroachments and the extent thereof in terms of distance upon the Property or any easement appurtenant thereto. 4. Improvements. The Survey shall also show all structures and improvements on the Property with horizontal lengths of all sides, and the distance from such structures and improvements to (a) all boundary lines of the Property, (b) easements, (c) established building lines, and (d) street lines. 5. Certification. The certification for the Property description and the map or plat should be addressed to Buyer, any lender involved in the transaction contemplated hereby, and to the interested title company, if required by the title company, signed by the surveyor, bearing current date, registration number, and sealed and returned to Buyer in order that it be received along with the seven (7) copies of the survey no later than twenty (20) days prior to Closing. The Survey shall contain the following certificate: 44 4831-0614-7495v.1 147454/00112 F-2 SURVEYOR'S CERTIFICATE This survey is made for the benefit of and I hereby certify that this survey: (1) was made on the ground as per the field notes shown hereon, and correctly shows the boundary lines and dimensions, area of the Property indicated hereon and each individual parcel indicated hereon; (2) delineates all lot lines, shows the location and dimension of all buildings, structures, improvements, parking areas, and any other matters on the Property; (3) correctly shows the location and dimensions of all alleys, streets, roads, rights-of- way, easements, and other matters of record, or which are visible, of which the undersigned has been advised or as indicated in that certain Title Insurance Commitment issued by as Commitment No. , affecting the Property according to the legal description in such easements and other matters (with instrument, book, and page number indicated); and except as shown, there are no easements, rights-of-way, party walls, or conflicts, and there are no encroachments on adjoining premises, streets, or alleys by any of said buildings, structures, or other improvements, and there are no encroachments on the Property by buildings, structures, or other improvements situated on adjoining premises; and the distance of the nearest intersecting street and road is as shown hereon; (4) shows the means of access and location of all adjoining streets; and that ingress and egress to the Property is provided by [name(s) of street(s) or road(s)] upon which the Property fronts, the same being a paved and dedicated public right-of-way maintained by [governmental authority maintaining right-of-way]; (5) shows the zoning and land use designations of the Property; (6) shows the flood zone designation of the Property, and the community name and parcel number where the information was obtained; (7) shows the location of the coastal construction control line and seasonal high-water line, as defined in Florida Statutes §161.053 (1985), if applicable; and (8) shows the location of any wetlands by which the Department of Environmental Regulation of the State of Florida and/or the Army Corps of Engineers has or may exercise jurisdiction pursuant to the Warren S. Henderson Wetlands Protection Act of 1984, the Federal Water Pollution Control Act Amendments of 1972 and the Clean Water Act. I do further certify that: (1) the Property does not serve any adjoining property for drainage, ingress, and egress, or any other purpose; F-3 1 4831-0614-7495v.1 147454/00112 (2) the street address of the Property is: • and (3) the Property and all improvements located thereon comply with all dimensional and other requirements of the applicable zoning district; and the use upon the Property is permitted by the zoning and land use designations; (4) the total square -foot area, or acreage to the nearest one one -thousandth (1/1000) of an acre, of the Property is: and (5) that the survey represented hereon meets the requirements of the Florida Statutes §472.027 and the minimum requirements under Florida Administrative Code, Rule No. 21 HH -6. By: Registration No. (Affix Seal) 4831-0614-7495v.1 147454/00112 F-4 4831-0614-7495v.1 147454/00112 EXHIBIT G COMPLETION CERTIFICATE This Completion Certificate ("Certificate") is made this _ day of , by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a public body corporate and politic of the State of Florida (the "Agency"), whose address is P.O. Box 4748, Clearwater, Florida 33758, and Blue Sky Communities, LLC, a Florida limited liability company (the "Developer"), whose address is 5300 West Cypress Street, Suite 200, Tampa, Florida 33607. This Certificate pertains to an Agreement for Development and Purchase and Sale of Property (" Project"), by and between the Agency and the Developer, dated as of , 2019 (the "Development Agreement"), which provides, among other things, for the development and construction of the Project, within a project site as described in Exhibit "A" attached hereto and made a part hereof, as same are defined in the Development Agreement. As provided in Article 7 of the Development Agreement, the construction and installation of the Project has been completed substantially in accordance with the requirements of the Development Agreement and such improvements are substantially complete. The parties hereto acknowledge and agree that such Project has been so completed and have executed this Certificate as conclusive determination of such completion and satisfaction of the Developer's obligation under the Development Agreement to construct and install such Project. A copy of the fully -executed Development Agreement is on file with the City Clerk, City of Clearwater, Florida, located at 600 Cleveland St., Ste. 600, Clearwater, Florida, which is available for review and copying by the public. A copy of the Project Plans and Specifications is on file with the City Engineer, City of Clearwater, Florida, located at Municipal Services Building, 100 S. Myrtle Avenue, Clearwater, Florida, which is available for review and copying by the public. IN WITNESS WHEREOF, the parties hereto have set their hands and their respective seals affixed as of the _ day of [SIGNATURE PAGE FOLLOWS] G-1 4831-0614-7495v.1 147454/00112 AGENCY COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA By: Approved as to form: Attest: Michael P. Fuino Attorney for Community Redevelopment Agency STATE OF FLORIDA ) COUNTY OF ) Amanda Thompson Chairperson Rosemarie Call City Clerk BLUE SKY COMMUNITIES, LLC a Florida limited liability company By: By: Name: Its: The foregoing instrument was acknowledged before me this day of , 2019, by , as of Blue Sky Communities, LLC, a Florida limited liability company, on behalf of the company. He/She is personally known to me or who produced as identification. Print/Type Name: Notary Public G-2 4831-0614-7495v.1147454/00112 EXHIBIT H DEVELOPER'S PROPOSAL 4831-0614-7495v.1 147454/00112 BLUE SKY COMMUNITIES REQUEST FOR PROPOSALS and QUALIFICATIONS #50-19 Low -Income Housing Tax Credit Project Application to: City of Clearwater CLEARWATER BRIGHT AND BEAUTIFUL . BAY TO BEACH Attention: Purchasing 100 5 Myrtle Ave, 3rd Fl Clearwater FL 33756-5520 Due: September 16, 2019 at 2:00 p.m. REQUEST FOR PROPOSALS and QUALIFICATIONS #50-19 Low -Income Housing Tax Credit Project Application to: City of Clearwater September 16, 2019 Narrative and Vision Statement - Letter of Transmittal Demonstrated Experience of the Team and Project History Ability to Submit Successful Application to FHFC and Obtain Tax Credits BLUE SKY September 16, 2019 City of Clearwater Attn: Purchasing 100 S Myrtle Ave., 3rd Floor Clearwater, FL 33756-5520 RE: REQUEST FOR PROPOSALS and QUALIFICATIONS #50-19 Narrative and vision Statement - Letter of Transmittal Dear Ms. Berige, Blue Sky Communities 5300 West Cypress Street Suite 200 Tampa, Florida 33607 Thank you for the opportunity to present our proposal and qualifications for this redevelopment, Blue Sky is a leading advocate for helping Cities reach their workforce housing goals by developing state of the art, environmentally sound housing units to serve the workforce and their families. This site really needs 2 different visions, because it has 2 frontages. Our vision on Pierce is to preserve the 4 large Trees (appear to be Oaks), and allow that feature to stand out in an open shady front courtyard. This would be "public", by virtue of the fact that it is adjacent to the sidewalk and we do not envision a fence. From the sidewalk, the upper floors would almost disappear; thus, accentuating a more comfortable scale for walkers. Behind the narrow treed green space, one would see a welcoming entry plaza, giving way to the building. The first floor along the entry plaza will have a commercial look and will be occupied by property management, fitness center and a community room. Approximately 65 feet of our building will front directly on Pierce. Along there, we will comply with the streetscape shown on page 106 of the Clearwater Downtown Redevelopment Plan adopted March 2, 2018 (apartment with direct entry onto Pierce). On Franklin, our vision is for the Hispanic Outreach Center (HOC) to move into a brand new office space that will wrap the garage. This would free up the current HOC property for future redevelopment - a huge benefit to the CRA. Tree preservation continues to play a role as we preserve 3 additional trees in SW quadrant We recognize that moving the HOC involves many more decisions than can be contemplated right now; thus, our offer is not contingent on this. We expect that our commercial space on Franklin (wrapping the garage) will be leased at market rates to a private tenant We think all of the above can be accomplished and strictly adhere to the code and the Plan. We do recognize that the code and plan encourage more building frontage along Pierce; however, preserving the 4 Oaks is highly desirable. One of the philosophies that underpins our vision is the "general theory of walkability", espoused by Mr. Jeff Speck in his book: Walkable City. So, we expect that our Development will bring a lot of walkers to Downtown. Our residents will have a positive impact on the local area as they spend money at local businesses. We have proposed a contemporary architectural design, but we are willing to receive input from other stakeholders on the look of the building itself. Since one of Blue Sky's roles is to help Clearwater fulfill its needs, that certainly extends to Parking; thus, we are fine with the City paying for and owning an additional level of parking. Thank you for your consideration, if you have any questions please contact me at 813-384-4825 or swilsgn blueskycommunities.com. Sincerely, Shawn Wilson President and CEO COMMUNITIES IN 41 t, c4Gel 'An* At Blue Sky Communities, were committed to helping more families find a place that they are proud to call home. We work with local governments to find efficient, high-quality solutions to workforce housing. We elevate communities by creating state-of-the-art homes that are attainable for hard working families, disabled veterans, seniors, and those with special needs. We partner with nonprofit organizations to help our residents achieve success. Designed with livable floor plans and excellent amenities, each Blue Sky development is backed by professional stair and support services. All of our communities are conveniently located near transit lines, grocery stores, schools, and parks. A izli J3iuz �i , t o-riltnn111i, . t,it 1 I,, 1i0tii. Founded in 2012, Blue Sky Communities inspirer positive change' in communities arms PIedda through higMqualiry, wwkfores housing developmcn and managnm ns. By forming alliances and working closely with stakeholders,. Blue Sky delivers attainable ramal hone optimal that terve people from al walks of life. Oar proven mecca and strong mars make us moorland kitten in the wotkfotce housing industry. Oar specialty it woddng with nonprofit organisations to develop now apartman communities and transform alder propels MAN= mow= bring an entkbcd resident eaperinace thattIndudc. a wide array of services tuswmiacsi for the residenu weeds. The moult it potter stabillity,. vibrancy and wuainabihty In our iwighbaMwds. NAMED ONE OF THE T(DP 50 zAFFORDABLE '''''```'''��� HO FF DEVELOPERS*T._.L. Our rrtukifamtly nxidenc s stand the rut of time. Wc own and operate our devdopmem for no lets Man 15 years. crewing community aura: that neighbor: art be proud of for decades. Beautifully planned and desired ow developments new mon/miens amenities, ands u pont and.wo,knw amines, to help residents build a sense dcommunity in safe place. Blue Sky rmidenoea an known for clevadng._ nelghbothoods and improving diva.. N CO 2017 2018 2019 STEADY GROWTH BY THE HUM RS 800 units AVERAGE OCCUPANCY RATING More than $150,000,000 of pubic funding nawestee Into the aon MUnke AMIN ®� 1141 1111AkQ� r"ILSI 6 $l •1 til IR 1 se !JCloelo$ Getting it done! Blue Sky's pdndpak. Shawn Wihon and Scott Macdonald, have a highly-ngatded history ollapwtdbiywevending public hook: With note than 46 years of combated opetionor in workforce housing, the Blue Sky esccutivo are innovators in the industry. panidparingin statewidepatch and offering intighu to key players in community planning. Our mission is to find the highest quality and mart efficient Wisdoms to workforce housing—to acate lasting places that familia an call home. SHAWN WILSON Mr. Wilson tenor as president and CBO of Bine Sky Cummunitka. A 26 -year workfare hnuiing velem with eaperietua M sacral for-profit and no, tr profit organisations. he is responslbk fns the development of over 4000 workforce Cenral units (o*Ktedh} throughout Florida.. He is the vire durstof to Coalition otAffonlable Housing Pto,Wen, and is a (Beaune speaker u Indus/ funaions. SCOTT MACDONALD Mr. Macdonald, VP and. C140,1s. responsible for overseeing proiatundausliing, project management and managing debt and equity rdstbfWdps: He ovetten Bloc Sky Commutated Tem operations and handles the corporate finance nsponnbaities. prior to joining Blue Sky; hens/dad in comma ciai real estate lending and equity investments. uprittctl tit htlltiiig t.auulic'a ,uctstd \Vjuvt 1.111111i: it s-, ctnttiriututle, ihiutixit :uhi .it dor 1111 mins tltt. vC4. ,urC th,ttt ht-Macht',dii athhc_,ri+ti tit hauaitrl;iti,,t,.A1t,artart11ht1Ic.t+ict>in.1,11huhc11 iutttdi,, c3,t'1'11l+t touts. A\r hchtir what cost tlo." - 9 taV+N WILSON C.1,0 kt BLUE SKY COMMUNITIES 5340 West Cypress Street Suite 200 Tampa, FL 33607 893.514.2100 btu.skycommunitles.ccm Development Name Owner Entity #units Rehab/ New Demos Duval Patti: Silver' Lake Peterborough Duval Park, Ltd. Blue HC 54, LLC Peterborough 2, Ltd, Brookside Square Brookside Tax Credi Cathedral Terrace Cathedral Terrace 2. Ltd. Blue Sky Brandon Cathedral Towers Blue Brandon Pakns, LLC Cathedral Towers Ltd: Woodwinds Sweetwater Villas Preserve at Sabal Park Woodwinds Clermont, LLC Blue Hua LLC Blue Broadway, LLC 5025 Duval Circle St. Petersburg, FL 33714 3738 Idlewild Circle Tampa, Ft33514 88 nst. New Family/ Veterans Non Profit<Partner Baley-Centers 72 Rehab Family 440 4th Avenue North Saint Petersburg,. FL 33701 200 72nd Avenue North St Petersburg, FL 33702 701 North Ocean Street Jacksonville, FL 32202 510 Cobah Blue Dr Brandon, FL 33510 150 Rehab Elderly 142 Rehab Family Cathedral Church of St Peter Gulfcoast Housing Foundation, Inc. 240 Cathedral Foundation of Jax 120 New Family Finandng Program 916 Tax Credits, SAIL, ELL Pinellas HOME 996 Tax Credits, Hills Co. SHIP 4% Tax Credits, SAIL, ELI HUD Transfer (HAP) 4% Tax Credits, 5411, ELL HUD Transfer CHAP) 496 Tax Credits, City of Jax SHIP SAIL ELL HUD Transfer (HAP) Status Completed 2015 - Stabilized Completed 2015 - Stabilized Completed 2016 - Stabilized Completed 2016 - Stabilized Completed 2017 - Stabilized 9% Tax Credits, Hilts County SHIP 601 N. Newnan Street Jacksonville, Florida 322Q4 151 S. Grand Highway ClerrrLont FL 34711 4152 Sweetwater V1II Tampa, FL 33614 203 Rehab Elderly 96 New Ln 56 Cathedral Foundation of Jax Family/ l*melees New Family 996 Tax Credits, HUD Transfer (HAP) New Beginnings Housing Inc. 3748 Chios Island Road, Sefiner, FL 33584 144 Family 9% Tax Credits, SAIL 496 Tax Credits, Hills County HOME 996 Tax Credits, Hills County SHIP, HFA, FHFC Viability Arbor Village Blue CASL LLC 2901 Fruitville Road Sarasota, FL SabalPlace Blue Broadway 2, LLC NE Comer Seffner, FL 80 CASL 996 Tax Credits, SAIL, NHTF Completed 2017 - Stabilized Completed 2018 - Stabilized Completed 2018 - Stabilized Completed 2018 _ Stabilized Under construction Under construction Williams Rd. & E Broadway Ave 112 New Family/ Homeless Metropolitan Ministries 996 Tax Credits, SAIL ELI, Hillsborough SHIP, LHF Under construction 9/13/2019 T. PETERSBURG FL. ( 5025 DUVAL CIRCLE, LEALMAN At Blue Sky Communities, we believe high-quality housing for our Veterans is important. Duval Park in the Lealman area of St. Petersburg is the result of our close work with local government to address this need with a special allocation of housing credits. Most of the units in the Duval Park community serve veterans, many with disabilities or special needs. Each of these homes offers nearly 20 custom features for wheelchair-bound or otherwise limited residents. Duval Park makes residents more at home with upgrades such as metal roofs, an extra large clubhouse, indoor fitness, outdoor fitness, and gated entry. FUNDiNG. FHFC TAX CrIEDJ.TS 44D SAL ELSCOUhr-Y 90tia!TIG Au-Hosirry ROEC SED VOUCHE-7,1S, CCN. -10.E OEPOT 4'0UNI) r r1,4N,..%lo-t4t),.,A%IES C,r1EDI r ;:uiNos 14Y1ot•-i-o ,AA1N BLUE SKY COMMUNITIES 4lek-e4 44 40* ilo*e- 5300 West Cypress Street Suite 200 Tampa, FL 33607 813.5142100 blueskycommunittes.com ST PETERSBURG FL I 440 4TH AVENUE NORTH A faith -based nonprofit was ready to rehab its biggest non -church asset—a 150 -unit high-rise building in downtown St. Petersburg. Blue Sky Communities helped capture the equity they had built over 30 years by structuring a new entity with the nonprofit as the general partner. Improvements to the elderly housing units include shower enclosures to replace old bathtubs, along with new cabinets, appliances, fixtures, and windows. The renovation also features a major facelift on the first floor. At the closing, the church received more than $2 million to use toward other church -related works. F UNO ING t,FC 1 Tax CREDI'S 7,‘X = 3(-)N5 3A+L nBC Tax ClECPT FUNDS 1 DS707,:g C.017 AL BLUE SKY COMMUNITIES 4/44 ile4 4004 Alowf 5300 West Cypress Street Suite 200 Tampa, FL 33607 813.5142100 blueskycommunities.com D AVENUE SOUTH, DOWNTOWI Built more than 30 years ago under the HUD 202 program, this high rise was formerly known as MU Towers. Blue Sky rebranded it as 540 Town Center following a successful, $9 million renovation. A new 20 -year HAP contract now covers all of the 145 elderly housing units. Improvements to 540 Town Center feature a complete redesign of the first floor common areas, along with a new fitness center, outdoor patio, and modern, durable finishes. Makeovers for each apartment included new windows, cabinets, A/C, fixtures, and flooring -offering residents a more comfortable place to call home. =urbiNG FF— C Rci3!`3 77,3, 0,10f40 ; r Cfvi ^-Ds RAY!`., ll) JAT,IEs 3.40;t BLUE SKY COMMUNITIES 4/ 44" #14e - 5300 14G 5300 West Cypress Street Suite 200 Tampa, FL 33607 813.5142100 blueskycommunities.com HILLSBOROLJGH COUNTY FL 1 410 COBALT BLUE DRIVE, BRANDON This new construction family development is conveniently located one block from Route 60, Brandon's main thoroughfare. A regional hospital, elementary school, middle school, and high school are all within walking distance and a variety of shopping and service options are just a short drive away. The Blue Sky Brandon community features secure, efficient concrete block buildings with 120 apartments at an average size of 980 square feet. More than 30 large trees, preserved during construction, bring added beauty to the property, earning Blue Sky Brandon certification by the Florida Green Building Coalition. EuNDiNG FAFC TAX C'D' S COL Ti 3,4!P TAX GRED,T EUTIDS X‘EIGH130IIHOOD LENDING pan Min:A 0 -AS F. DANK BLUE SKY COMMUNITIES 4iek-e4 A.4 40" 5300 West West Cypress Street Suite 200 Tampa, FL 33607 813.5142100 blueskycommunities.com ST.PETERSBURO FL 1 200 72ND AVENUE NORTH, RIVIERA BAY After rriore than 40 years, the long-time owners of this 1970s -era Section 8 property in Riviera Bay were ready to sell. Blue Sky partnered with a local nonprofit to buy Brookside Square and rehab the property with new windows, cabinets, appliances, paint, fixtures, and electrical devices. Extensive new landscaping adds beauty to the property and complies with current green building codes, including irrigation through the City's reclaimed water lines to reduce strain on the public water system. Located just one block off 4th St. N. Brookside is well- positioned close to commerce, restaurants and popular transit lines. ‘-'"PC 4 TAY. CRE7TS EEM PT 3ONO S4 GLLFC045' 7-'0UNDAT:07,1 ..<4.1ES rAx CE D )S' -0,1F 0401-A•,, BLUE SKY COMMUNITIES 5300 West Cypress Street Suite 200 Tampa, FL 33807 813.5142100 blueskycommunities.com JACKSONVILLE FL 701 NORTH OCEAN STREET, DOWNTOWN Cathedral Terrace in downtown Jacksonville is the first phase of Blue Sky's 622 -unit joint venture with Aging True, the premiere elderly service provider in town. The largest of the Cathedral residences, this 240 -unit development is the hub of the community, with its large multi-purpose room serving more than 250 hot lunches every week, among other programming. Aging True built this community in 1974 and has since paid off their original HUD loan. Blue Sky helped them capture the equity to rehab the building and maintain the enhanced level of services they need to fulfill their mission. FUI'401tIO 7,4FC 44, 'TAX CREDITS SAIL ,; ACK SONv LLS ""AX EXEMPT BONDS AND SOF" LOAN O'Y OF jAC(SONLALS' Stil) PAY r,i0ND IAMFS AXCrlEC,T ,!1;)S T.iDZ'Orsit7 BLUE SKY COMMUNITIES 4AI-el (44 &It I/ 5300 West Cypress Street Suite 200 Tampa, FL 33607 813.5142100 blueskycornmunities.cem KSONNVILL FL 1 601 P1 NE NNI Cathedral Towers in downtown Jacksonville is the second phase of Blue Sky's 622 -unit joint venture with Aging True, the premiere elderly service provider in town. Aging True built this 203 -unit high-rise development in 1968 under HUD's 202 program. After providing affordable housing for more than 45 years, Cathedral Towers needed renovations to modernize the building and meet the needs of residents. Blue Sky kd a $12 million renovation, creating a financial structure that allowed Aging True to realize its equity while retaining ownership. The result is an updated building that better serves the community. TAx cREDITsOND JAMES 74X CR EDI, . DA, ii{ OF Ai.1ER'C.A BLUE SKY COMMUNITIES Iiieef 144 Oa' Ia*& 5300 West Cypress Street Suite 200 Tampa, FL 33607 813.5142100 blueskycammunities.com Arbor Village SARASOTA FL 1 2901 FRUITVILLE ROAD A new construction affordable homing community Arbor Village features four stories of attractive garden -style homes, with 72 one -bedroom and 8 two-bedroom units. Fifty percent of the units are leased to previou.sly homeless residents with disabling conditions, while 20 percent are leased to residents transitioning from institutions or community residential care as well as those who have been chronically homeless. Located on a principal street with easy access to transit, Arbor Village offers residents a fresh start in well-equipped apartment homes. On-site amenities include a clubhouse, counseling moms, laundry room, covered lanai, and free parking. Residents may access a variety of special programs and support services, free of charge. P4GX CREDV7S SAL %HT F 40t-10 JAMES. 7A x CE): 7 BLUE SKY COMMUNITIES 44-q 1&fei001 /1 5300 West Cypress Street Suite 200 Tampa, FL 33607 813.5142100 bJueskycomrnunitesco Preserve at Sabal Park is a six -building, three-story, new construction development located in the Mango area ofTampa. This durable, garden -style, family housing community features 48 one -bedroom 72 two-bedroom, and 24 three-bedroom units totaling apprtoximately 138,000 square feet. Nestled among natural lakes and wetlands, resident families will enjoy amenities such as a community building, livable -floor plans, playground, pool, and free parking. r.UNIING FHFC 4 AX CTIEDITS -10USING ''INANCE Atsor O 14L_Se PIOuGr, COUNT ( DANK FrIST HO,ISING DEVELOPMENT CORPOCI'AriON BLUE SKY COMMUNITIES 4#40"#.01,fe, 5300 West Cypress Street Suite 200 Tampa, FL 33607 813.5142100 blueskycommurtities.corn HILLS TER VILANE,CARF1t)LLWOOD AREA H COUIVY FL 1 4152 SiffEETWA LLAS Blue Sky found a diamond in the rough. This 6 -acre site, situated on a large lake and wooded preserve, is conveniently located just blocks away from Dale Mabry Highway retail in the desirable Carrollwood area. The community features three buildings with garden -style housing that indudes 36 two-bedroom and 20 three-bedroom units totaling approximately 60,936 square feet. Each high-quality apartment is equipped with two bathrooms, washer and dryer hook-ups, storage closets, and easy circulation for the comfort of all family members. Amenities include a community area, playground, laundry facilities, and free parking. Truly a new construction development for families to call home. FUNOtNG HOuSNG FINANCE AUTHOR,TY OF HILLSBOROUGH COL.NTv TAX EXEMPT BONDS F -IFC TAX CREDrTS H4_LSBOC;OUGH COX;A “.,IOND 7A X CPEOTT UND CT COMMUNITT CAPIA, BLUE SKY COMMUNITIES 4/e/A41e4 ,4Vdl*e; 5300 West Cypress Street Suite 200 Tampa, FL 33607 $13.5142100 blueskycommualties.com RMON11L 1-SOUTI1 GRANELHIGHVVAY .. .......-........:...::::=;=::=:.7ffft;.=.7:7.......:.!:...::. This attractive new construction development, built on vacant land a block from the famous Citrus Tower and a busy Publix shopping center in Clermont, features four buildings of garden -style housing. The community includes 24 one -bedroom, 48 two-bedroom, and 24 three-bedroom units totaling approximately 96,000 square feet. Woodwinds leases half of its apartments to homeless individuals or families as permanent supportive housing. Each comfortable apartment home is equipped with a kitchen, tvvo bathrooms in two- and three- bedmorn units, washer and dryer hook-ups, and storage closets. Nice amenities—including a community area, PlaYgrountl, pool, and free puking—add to the quality of Woodwinds. F -IFC j rAis.CCIEDi-S SA.L PiRS' DEVELOPMETir CORPOC4ArfON lAq7:.OND JAMES TVA CREDIT 71,1T.V.36 BLUE SKY COMMUNITIES 41e4.41 /44 Aas, 5300 West Cypress Street suite 200 Tampa, FL 33807 813.5142100 blueskycommunities.com Mr. Chadwick previously served as President of Carteret Management Corporation, a service- oriented, privately held and family -operated corporation with 41 years of experience in managing apartment communities throughout Florida. Carteret specializes in the management of affordable housing funded by HUD (236, 202 and Section 8). In 2012, it expanded its portfolio to include Low Income Tax Credit Management, and in connection with that role, has been recognized as approved management organization by Florida Housing Finance Corporation. The success of Carterets property and asset management work is demonstrated in the solid financial footing and excellent physical condition of these developments. Mr. Chadwick received a Bachelor of Science in Accounting and a Juris Doctor from Duke University. Executive Vice President and CFO Scott Macdonald Scott has lived in Pinellas County since 2009. As EVP and CFO of Blue Sky, Mr. Macdonald is responsible for overseeing project underwriting, managing debt and equity relationships, and closing the company's transactions. Additionally, he handles the corporate finance responsibilities for the company. He is also in charge of the firm's expansion into the Texas market. Since joining the firm in 2014, he has closed over 10 transactions with total project costs of $200,000,000. These transactions have led to the creation and preservation of over 1,000 affordable housing units. Mr. Macdonald has a Bachelor of Science in Business Administration from Boston University and received a Master in Business Administration from the University of Florida. Senior Vice President - Development Programs Angela Hatcher Angela Hatcher has been a resident of Pinellas County since 2010. Ms. Hatcher serves as Blue Sky Communities SVP of Development Programs. She has over 25 years of affordable housing experience, which began while serving as the HOME Program Administrator and later the Tax Credit. Program Administrator at Florida Housing Finance Agency. In 1998, when FHFA became a corporation, she started her own affordable housing consulting business and has been involved with several well-known Developers throughout the years. She has proven expertise with financial application processing with FHFC, local governments, lenders, BLUE SKY 5300 W. Cypress St, Ste. 200, Tampa FL 33607 ♦ www.blueskycommunthes.com COMSUNATl£5 ROUGH COUNTY PL.I 3738 WEST IDLEWILD AVENUE, CARROLLWOOD AREi Formerly Flamingo West, this community in the Carrollwood area ofTampa suffered from more than 20 years of negligent management. Though rents were lower than market and many households were already income - qualified, Blue Sky Communities stepped in to successfully convert the market -rate community to tax credit. Major renovations and additions—including new roofs, windows, doors, cabinets, appliances, fixtures, flooring, rails, paint, HVACs, landscaping, a swimming pool and drainage—provided a fresh start. The result is Silver Lake, a refreshed family housing community with 72 garden -style units that residents are happy to call home. FUNDING Fii•PC T.X CETiLSSOSOUGil COUN-Y ih P:4'07,10140 AMES TAX CRED1DS - nAvt,IOND JA.tE 3ANK BLUE SKY COMMUNITIES 4/e4, -e4/440"40,,& 5300 West Cypress Street Suite 200 Tampa, FL 33607 813.5142100 blueskycommunities.com NORTH OCEAN STREET, DOWNTOWN Cathedral Townhouse in downtown Jacksonville is the third phase of Blue Sky's 622 -unit joint venture with Aging True, the premiere elderly service provider in town, Aging True built this 177 -unit high-rise development in 1969 under HUD's 202 program. After providing affordable housing for more than 50 years, Cathedral Townhouse needed renovation to modernize the building and meet the needs of residents. Blue Sky helped them capture the equity to rehab the building and maintain the enhanced level of services they need to fulfill their mission. lJ O9' G. ='t -IFC 9',. TAX crIED BLUE SKY COMMUNITIES 4/� 5300 West Cypress Street Suite 200 Tampa, FL 33607 8133142100 blueskycommunities.com DEVELOPER INFORMATION Developer: Blue Sky Communities LLC Address: 5300 West Cypress Street, Suite 200 Tampa FL 33607 Email: swilson(ablueskyconnmunities.com Telephone Number: 813-384-4825 Contact Shawn Wilson PROJECT TEAM President Shawn Wilson Shawn is a leader in the field of "Tax Credit Development" in Florida. He has been developing apartments using the Low Income Housing Tax Credit here in this state for more than two decades. In addition to being the President of Blue Sky, he presently serves as the Chair of the Coalition of Affordable Housing Providers of Florida. A 27 -year affordable housing veteran with experience in several for-profit and non-profit organizations, Mr. Wilson serves as President and CEO of Blue Sky. He is responsible for identifying new opportunities, determining financial feasibility, and interacting with land sellers and other key stakeholders. He creates the financial plan for each development and obtains all necessary funding. He guides the design, permitting, loan closing, and construction administration of all developments. In the early 1990's he worked for 2 prominent non-profit housing organizations in Miami, including living through Hurricane Andrew and being involved in both short-term and long-term housing recovery efforts. During this time he was responsible for the development of more than 200 housing units. Starting in 1996 he was responsible for the development of more than 3,000 affordable rental units (tax -credit) with several top for-profit developers in South Florida. In 2012, he went out on his own, together with the other partners, to form Blue Sky. Mr. Wilson received a Bachelor of Arts from Ohio University and Master of Public and International Affairs from the University of Pittsburgh. BLUESKY M UNi5300 W. Cypress St., Ste. 200, Tampa FL 33607 ♦ www. blueskycommunities.com C O. tt N l 7 E S Principal James Chadwick James Chadwick has lived in Pinellas County his whole life. He has worked on 20 projects in Pinellas County, see below list • Boley, Inc. - St Petersburg, FL • Dome District Apts St Petersburg, FL • Forest Meadows Apts - Pinellas Park, FL • Forest Lane Apts - Pinellas Park, FL • GIS Housing, Inc. - Pinellas Park, FL • GIS Housing III - Clearwater, FL • GIS Housing V, Inc. - Palm Harbor, FL • Goodwill Industries- Suncoast, Inc. - St. Petersburg, FL • Holy Cross Housing - Pinellas County, FL • LHF Housing, Inc. - St. Petersburg, FL • MLF Towers - St Petersburg, FL • PARC Housing, Inc. - St Petersburg, FL • PARC Housing II - St. Petersburg, FL • Peterborough Apts - St Petersburg, FL • Pinellas County Housing, Inc. - St Petersburg, FL • Shady Pines Apts - Pinellas Park, FL • St Michael's Housing, Inc. - Clearwater, FL • St. Giles Manor, Inc. - Pinellas Park, FL • Suncoast Christian Housing, Inc. - St Petersburg, FL • Trinity House - St Petersburg, FL From 1983 to 2006, Jim was President of RGR, Inc., a housing consultant firm. He was responsible for the development of more than 100 apartment communities. The majority of these communities involved affordable housing for low-income elderly and/or disabled individuals utilizing a variety of HUD funding programs. Simultaneously, as a partner in Renfrow & Chadwick, Attorneys at Law, for over 20 years, Mr. Chadwick concentrated his practice in the area of real property law. He represented both for-profit and not-for-profit clients in the development area. Areas of expertise included representation at land use hearings, negotiation and closing of varied loan transactions, and title insurance matters. In the 1990s, Mr. Chadwick successfully developed several luxury apartment properties and condominiums comprising more than 1,200 units in Florida. BLUE SKY 5300 W. Cypress St., Ste. 200, Tampa FL 33607 • www.blueskycommunities.com commuN,T.Iss Mr. Chadwick previously served as President of Carteret Management Corporation, a service- oriented, privately held and family -operated corporation with 41 years of experience in managing apartment communities throughout Florida. Carteret specializes in the management of affordable housing funded by HUD (236, 202 and Section 8). In 2012, it expanded its portfolio to include Low Income Tax Credit Management, and in connection with that role, has been recognized as approved management organization by Florida Housing Finance Corporation. The success of Carterets property and asset management work is demonstrated in the solid financial footing and excellent physical condition of these developments. Mr. Chadwick received a Bachelor of Science in Accounting and a Juris Doctor from Duke University. Executive Vice President and CFO Scott Macdonald Scott has lived in Pinellas County since 2009. As EVP and CR) of Blue Sky, Mr. Macdonald is responsible for overseeing project underwriting, managing debt and equity relationships, and closing the company's transactions. Additionally, he handles the corporate finance responsibilities for the company. He is also in charge of the firm's expansion into the Texas market. Since joining the firm in 2014, he has closed over 10 transactions with total project costs of $200,000,000. These transactions have led to the creation and preservation of over 1,000 affordable housing units. Mr. Macdonald has a Bachelor of Science in Business Administration from Boston University and received a Master in Business Administration from the University of Florida. Senior Vice President - Development Programs Angela Hatcher Angela Hatcher has been a resident of Pinellas County since 2010. Ms. Hatcher serves as Blue Sky Communities SVP of Development Programs. She has over 25 years of affordable housing experience, which began while serving as the HOME Program Administrator and later the Tax Credit Program Administrator at Florida Housing Finance Agency. In 1998, when FHFA became a corporation, she started her own affordable housing consulting business and has been involved with several well-known Developers throughout the years. She has proven expertise with financial application processing with FHFC, local governments, lenders, BLUE SKY 5300 W. Cypress St., Ste. 200, Tampa FL 33607 • www. blueskycommunities.com C U N A U N 4 T t E S and investors. Her ability to coordinate the due diligence process from site selection to real estate closings make her a valuable asset to Blue Sky Communities. Ms. Hatcher has been a part of the production of over 3,500 affordable housing units in Alabama, Georgia and Florida. She attended Troy State University and Florida State University and holds a degree in Business Administration. Property Management Carteret Property Management Carteret Management Corporation has been managing affordable housing in Florida since 1971. A family company spanning three generations, the principals are James Chadwick and Laurel Macdonald. Carteret currently manages 2,753 units, in 22 communities. Six of these communities are in Pinellas County. Please see below properties located in Pinellas County: Property Location Project Type Total Managed Units Since Brookside Square Apartments St. Petersburg LIHTC/Section 8 142 1971 Duval Park St. Petersburg LIHTC /Veterans 87 2015 540 Town Center St. Petersburg LIHTC/Section 8 (Elderly or Disabled) 145 1981 Peterborough Apartments St. Petersburg LIHTC/Section 8 (Elderly or Disabled) 150 1999 Phillip Benjamin Tower St. Petersburg 55+, Section 8, HOME 197 2012 Rio Vista Village St. Petersburg Conventional 248 1975 BLUE SKY 5300 W. Cypress St, Ste. 200, Tampa FL 33607 ♦ www.blueskycommunities.com Legal Counsel Katie E. Cole Hill Ward Henderson - Clearwater, FL Katie is one of the most active land use attorney in the City of Clearwater. Please see attached resume/bio. Engineer Robert Pergolizzi, AICP PTP Gulf Coast Consulting, Inc. - Clearwater, FL Please see attached resume/brochure. Architect Michael Arrigo & Eric Foss Architectonics Studio, Inc - St. Petersburg, FL Please see attached resume/bio. General Contractor Gary Huggins NDC Construction Company - Bradenton, FL Please see attached resurne/bio. Financial Institution Sean Jones Raymond James 880 Carillon Parkway St Petersburg, FL 33776 Sean Jones is director of acquisitions, Coastal region for Raymond James Tax Credit Funds, and is responsible for new business development and relationship management for partners in Florida, Hawaii, Alaska, Ohio, Puerto Rico and the U.S. Virgin Islands. Sean joined Raymond James Tax Credit Funds in early 2007. Prior to joining Raymond James, Sean was involved with the development and operation of a residential real estate finance department of a federally chartered credit union. Sean earned an MBA from Florida State University and a BS from the University of Central Florida. There is no relationship between Blue Sky Communities and parent company or subsidiaries that might be invoiced in the development with the exception of the Management Company. Blue Sky and Carteret Management share one Principal. BLUE SKY 5300 W. Cypress St., Tampawww.blueskycommunities.com 200, FL 33607 • www.blueskycommunities.com COMMUNITIES EXPERIENCE/QUALIFICATIONS List of prior developments Please see attached listing of all Blue Sky Communities projects within the last five (5) years. History of success on time and in budget Over the entire course of Blue Sky's seven year history we have never had any major delays or cost overruns. Our record shows a steady stream of Applications, Closings, and Completions in line with industry standards. We have requested and been approved for extensions from Florida Housing Finance Corporation (FHFC) from time to time due to delays in permitting. Knowledge of development guidelines in Downtown Clearwater No one has more combined experience working on downtown land development than our duo of Katie Cole and Robert Pergolizzi. Katie is a partner at the law firm of Hill, Ward, Henderson. Robert is a Principal at the planning and engineering firm of Gulf Coast Consulting, Inc. They both served on City committees that rewrote portions of the City code. Gulf Coast Consulting is presently working on Prospect Tower Phase 2 and previously worked on Prospect Tower Phase 1. Other Clearwater Projects Include: Sunset Point la Vista (Edgewater) • ALTA Clearwater Apartment (US 19) • Towns at Spring Lake (1895 Virginia Avenue) • Multiple Beach Hotels and restaurants • 1000 S. Myrtle Avenue Self -Storage (under construction) Morton Plan Hospital Master Plan • Morton Plant Hospital Axelrod Pavilion • Offices at Park Place • St Petersburg College Campuswide Improvements • Bank of Tampa (900 S. Ft,. Harrison Ave.) Katie has worked on more than a dozen projects in the City of Clearwater over the years. She worked with staff initially on the downtown design guidelines task force; then, the past two years, has worked with staff regarding various amendments to the Code in her role as the Chairperson of the Clearwater Regional Chamber of Commerce. She currently serves as a co- chair of the Chamber's Imagine Clearwater Task Force. Under the new code, Katie Cole has BLUE 5300' W. Cypress St., Ste. 200, Tampa FL 33607 4,www. bluesky(communities.com COMMUN.Tl45 YP' worked on: L Ron Hubbard Hall, Church of Scientology Religious Trust, Yachtsman, Cleveland Street. Her partner Ed Armstrong is working on Prospect Towers with Gulf Coast Consulting. Blue Sky and our team are committed to helping achieve the City's goals embodied by the Code and we pledge to work to maintain strict compliance. SLUE SKY 5300 W. Cypress St., Ste. 200, Tampa FL 33607 ♦ www, blueskycommunities.com co MNUNIT1es Carteret Management Corporation Operating Since 1971 COMPANY PROFILE Founded in 1971 by Harry R. Chadwick, Jr., Carteret Management Corporation, located in Tampa, Florida, is a service-oriented, privately held and family operated corporation with 45 years of experience in managing apartment communities throughout Central Florida. The company specializes in the management of affordable housing in the private sector and under Sections 236, 202 and 8 of the National Housing Act. It has recently expanded its portfolio to include Low income Housing Tax Credit Management and, in connection with that role, has been designated an approved management organization by Florida Housing Finance Corporation. Additionally, Carteret is registered as a Real Estate Company through the Florida Department of Business and Professional Regulation. The Carteret approach to property management is one that promotes accountability and oversight to ensure adherence to stringent standards and compliance with all program regulations and guidelines. Carteret takes a proactive, hands-on approach to achieve a common objective with its profit and nonprofit organizations: to provide safe, comfortable, and attractive residential communities that meet the continuing needs of residents. Carteret has been a longtime partner with HUD in providing affordable housing to low income citizens. Indeed, its Vice President, James Chadwick, enjoys a unique relationship with HUD in that, for over 25 years, he was a principal of RGR, Inc., a housing consultant firm that worked with nonprofit organizations to develop and construct affordable housing for low-income households financed through HUD. As a result of this partnership and its management experience, the Carteret staff is particularly familiar with all of HUD's financial and property management requirements, including reporting, fees, auditing, record maintenance, replacement reserve and special escrow procedures, bid/contract approvals, and cost allocation authorization. Management Services Carteret's property management services include the oversight of all day-to-day duties and responsibilities necessary for the professional management of a property, including, but not limited to, 24-hour emergency services, building systems maintenance, marketing and leasing, comprehensive accounting services, staff management and training, insurance analysis and maintenance, and building and grounds maintenance, and supervision of renovations and repairs to buildings. Regulatory Compliance: Few areas of residential real estate are more complex than regulatory compliance of affordable housing properties, which is why Carteret makes regulatory compliance one of its highest priorities. The results of this focus are reflected in highly satisfactory MOR ratings, strong REAC scores, and independent audits with little or no findings In addition to the standard package of general management services, HUD and LIHTC program management include occupancy and other regulatory compliance, MOR preparation and response, physical REAC inspection preparation and response, HAP/PRAC renewals, reserve funds management, maintenance of tenant selection and program eligibility requirements, .2530 clearance updates, reasonable• accornmodation. aclniinistratlon;. and any other necessary areas of program compliance and reporting. Professional Accounting Services: Carteret understands the importance of reliable accounting procedures, beginning with accuratetracking of income, proper tracking of expenses and reporting accuracy. Utilizing Skyline Property Management software, together .with RealPage's OneSite property management software,. Carteret enhances its ability to deliver exemplary and reliable service to its clients. Operating and cast efficiency is achieved by providing a centralized accounting system at Carteret's Tampa office. Financial and accounting services are specifically designed to provide Owners with a vast amountof data in a.customized format to meet their needs. These financial reports keep boards of directors and owners fully apprised of the status of each property; including revenue; expenses, occupancy andoperational status, so informed decisions to improve overall performance can be made. innovations' in Housing Management: In addition to the above services, the .experience. that the Carteret: team brings to property management has' enabled the company to provide a range of enhanced services to its clients: • Turnaround. of troubled properties. Since 1995 Carteret has assumed management of seven properties listed on HUD's trouble list and within a short timeframe brought the properties into regulatory compliance, made capital improvements, and/or substantially enhanced. their financial reserves to a comfortable level. • .Obtained over $1.2 million in low-interest loans to make capital improvements at three senior housing projects. • Obtained renovation funding for one elderly project in the form of a.$1.5:million grant from. the Green Retrofit Program, which is part of the American Recovery and Reinvestment Act of 2009. • Assisted and supervised the refinancing of threeaffordable housing projects to generate annual debt savings that Could be used tomake capital improvements,. expand supportive services, and fund residual receipts accounts for emergency maintenance and repairs: Assisted a conventional multifamily property .to obtain refinancing and supervised a $4 million renovation of the project. Properties Managed by Carteret Currently the Carteret portfolio is comprised of 21. twenty-one properties .(2,611 units), ten of which have been under Carteret's management since their inception (see attached Property Management Portfaiio). Forty percent (40%) .are awned by non-profit organizations, fifty percent (50%). are LiHTC projects; and sixty. percent (60%)are residences:for.senors and the disabled population. The success of Carteret's property andasset management is demonstrated in the solid financial footing and excellent physical condition of all its projects. The Carteret Management Team James M. Chadwick, Owner and Viee President After graduating from Duke University and Duke Law .School in 1980; Jim returned to St Petersburg, where he. joined the family business, becoming its President in. 1989. In addition to his tenure as President of Ca'rteret;:for over :25 years Jim was a principal of RGR, Inc:, a housing:consultant firm that worked with nonprofit organizations to develop :and construct more than 60 affordable housing communities for low=income households financed through HUD. From 1996 to 2008 he was actively involved with .a business partner in the design, development and management of multi -family and single-family residential communities in large urban markets. In :2::012 Jim joined with another housing professional: to form Blue Sky Communities LLC,a development'conipany.specializing in the creation of affordable housing communities. Although a relative new endeavor, Blue Sky has already secured the approval of a number of projects through Florida Housing Finance Corporation and in doing so, has evolved into�a leader in helping non-profit organizations create new affordable housing and/or preserve existing housing developments. Jim's professional experience, along with his legal training, brings unique skills to the Carteret management team: Today Jim is Vice President of the Board, having turned over the presidency of the company to.his:daughter, Laurel, in early 2016. He remains very active in all business aspects Working closing with. Laurel to expand the services and professionalism of Carteret Management Corporation. Laurel Macdonald, COS, CPM, President and Senior Regional Property Manager A graduate of Duke University, Laurel has been working for the company since September 2009,. learning the management business from the ground up. She supervises daily operations of the Carteret portfolio of: communities, interpreting and implementing management pr..ocedures and enforcing strict compliancewith all regulatory requirements. She assists in budget preparation, contract negotiations, and the monitoring of on-site operations: Laurel holds a Florida real estate Broker's License, a Credential for Green Property Management from The National Apartment Association Education Institute .and The National Affordable. Housing Management Association; and. a Certified Property' Manager. designation through the Institute of Real Estate Management® (iREM.). Koren McDonald; Cantraller A graduate of British.. Columbia Institute of Technology; Burnaby, Canada, Karen Joined Carteret team In 2001. She holds a CGA iicense,.the:Canadian equivalent of the. CPA license. Karen coordinates & maintains financial support' services, including accounting and management of financial reporting, budgeting and asset management for all Carteret properties.: Robyn.Stockdale, COS, CAM, District Property Manager (East Coast) Robyn joined Carteret in 'July '2009. With over 18 years of property management -experience, Robyn supervises' daily operations of properties in her assigned region, conducting routine property inspections; providing support, and ensuring the smooth operation of each property under her supervision. 'Teresa Lake, COS,.C3P; Regional Property. Manager Teresa joined Carteret Management .in 20.17 'with over 25 years of multi -site experience,. serving Affordable, Market -Rate and HOA' Communities. Teresa'S primary responsibilities include operational reviews of both the physical asset and financial performance of mit-property. She. supports the on-site. 'management :staff to ensure that each site:. complies with its individual 'regulatory agreements. Throughout her career, Teresa has successfully taken on 'the challenges of lease -ups, occupied renovation projects, and.distressed asset turn-arounds. Amy Podorski, Regional Property Manager The newest member of the -team,. Amy joined Carteret in.April 2018. With over -10 years.of multi -family 'management experience,: Amy oversees' special projects, such as lease=ups, first year renewals, compliance and asset inspections; etc. In :addition, she will be providing support:to the an -site. staff, filling-in for managers:when necessary to maintain management continuity. a Board of Directors Laurel C. Macdonald James M. Chadwick Karen McDonald References Teresa (Terri) Barton, Exec. Director Cathedral Foundation of Jacksonville, Inc. 4250 Lakeside Drive, Suite 300 Jacksonville, FL 32210 Phone: 904-807-1240 Email: tbartonPaainatrue.org Doug Lampe, President MLF Housing, Inc. 5050 Gulf Blvd.., Suite A St. Pete Beach, FL 33706 Phone: (727) 410-6930 Email: dlant mpabay.rr.com Rhonda K. Pearlman, President Kinneret, Inc., Kinneret II, Inc. 3900 Neptune Drive Orlando, FL 32804 Phone: 407-425-1466 Email: Rhonda.pearlmanftmallcom President Vice President/Secretary Treasurer Virginia Rowell, President Peterborough Apartments, Inc. 625 14th Avenue N.E. St. Petersburg, FL 33701 Phone: (727) 896-8740 Email: vrowell@tampabay.rr.com Hugh Parker, President Epiphany Housing, Inc. 3640 Donna Street Port Orange, FL 32129 Phone: (386) 944-5529 Email: HParkerlltDcfl.rr.com Professional Memberships: Southeastern Affordable Housing Management Association (SAHMA) LeadingAge-Florida (f/k/a FAHSA) Contact Information: 5300 W. Cypress Street, Suite 200, Tampa, FL 33607 (727) 578-1174; Fax: (727) 579-0145 www.carteretmanagementcorporation.com 4 I.� HILL WARD H NDERSON rracrce Opportunity Zones Land Use & Zoning Real Estate Acquisition & Development Governmental Relations Administrative/Regulatory Education University of Tennessee, B.S., 1995 Stetson University College of Law, J.D., 2007, cum Laude • Stetson Law Review o Managing Editor • Stetson Moot Court Honor Board Bar Memberships American Bar Association The Florida Bar Hillsborough County Bar Association Clearwater Bar Association Katherine E. Cole - Shareholder katie.cole@hwhlaw.co 727.259.6791 Katie is a Shareholder in the firm's Land Use and Real Estate Group. Her practice primarily involves representing real estate owners in the development of commercial projects and residential subdivisions throughout Pinellas & Pasco Counties. Katie serves clients from the firm's Clearwater office. She handles development issues for clients including land use plan amendments, zoning map amendments, planned developments, local government site plan approvals, drafting development agreements, negotiating resolutions for Code Enforcement cases, environmental permitting at the local and state level, as well as many other land use issues. Katie works closely with government staff to resolve complicated issues on behalf of her clients. Active in the business community, Katie is the 2018 Chair for the Clearwater Regional Chamber of Commerce and is a past member of the City of Clearwater Business Task Force. She is also a former member of the Charter Review Committees for both the City of Clearwater and Pinellas County. in March 2017, Katie was appointed by Governor Rick Scott to the Board of Trustees of St. Petersburg College. She currently serves on the Board of Directors for Morton Plant Meese Hospital. She served as the 2013 and 2018 Co -Chair of the Omelette Party Committee, a fundraising event for ARC of Tampa Bay, a Pinellas organization whose mission is to provide services and programs to developmentally challenged individuals and she and her husband continue their service on the committee. Outside the office, Katie enjoys spending time outdoors and at the beach with her husband and two daughters. Court Admissions • All Florida State Courts Community & Civic Affiliations • St. Petersburg College o Board of Trustees (2017-2020) o Vice -Chair (2018) • Morton Plant Meese Hospital o Board of Directors (2017) • UPARC's Omelette Party Committee (2009 -present) o Co -Chair (2013) • Clearwater Regional Chamber of Commerce o Chair (2018) o Chair -Elect (2017) o Executive Committee (2015 -present) • Big Brothers Big Sisters of Pinellas County o Board of Directors (2007-2015) o Former President Publications & Presentations • 2013 Florida Bar ELULS conference speaker regarding mitigation banking and Bearing title encumbrances within the mitigation banking area. Gulf Coast Consulting, Inc. Land Development Consulting E:;ti(:i'4LERINl; I R<1`4POft`CA't'IO<N PLANtii\ We are committed to our clients by providing exceptional, reliable and responsive engineering and land development services. We offer professional engineering consulting services and simply, Gulf Coast Consulting, Inc. was established in July of 2003 by a partnership of experienced professionals in the land development business. Led'' by the principals, with over sixty-five years of local experience, Gulf Coast Consulting has the knowledge and ability to handle all aspects of land development This includes the entire process from conceptual ual and regulatory con on obsea and We believe that by constant communication and collaboration with our clients, as part of an overall team framework, exceptionally successful projects will be the only result Sean P. Cashen, P.E., LEED AP scashen@gulfcoastconsultinginc.com • Master Planning • Site Development Feasibility Studies Land Use ! Zoning Consulting General Land I Site Planning • . La .Use Amendm ent A ions • Civil Engineering • Site Design Infrastructure • Construction Services • Master Drainage Analysis • Permitting s Traffic Studies • Traffic Mitigation & Negotiations Roadway Improvement Plans Traffic Signal Warrant Studies Signalization & Intersection Design Plans ROBERT C. PERGOLIZZI, AICP, PTP PRINCIPAL SUMMARY OF EXPERIENCE Mr. Pergolizzi has conducted numerous transportation studies and land development feasibility studies in Hillsborough, Pinellas; Pasco, Hernando, Collier, Sarasota, Let, Manatee, Polk, Walton and Citrus Counties. These studies include site impact analyses, traffic engineering and traffic operations studies, travel timestudies, parking studies, transportation analyses for DRI submittals, roadway capacity analyses and alternative corridor/alignment studies and impact fee studies. He alsoprepares signal warrant studies and signalization plans in:accordance With MUTCD. and MOTS: procedures and access permits in accordance with FDOT and local government regulations Mr. Pergolizzi has also served as a transportation planner with the Hillsborough County Metropolitan Planning Organization where he prepared reports to assess traffic impacts of amendments to the Long -Range Transportation Plan. He is fainiliar with the latest transportation software including Highway Capacity Software (HCS), FDOT QLOS Software, SYNCHRO, SIGNAL 2000, PASSER. and TRANSYT-7F. He has also served as land use consultant and expert witness for various land use plan amendments, rezonings, conditional use, special exception and variance hearings for Clients in the Tampa Bay area. SPECIFIC EXPERIENCE Land Use/Zoning/Conditional Use/Special Exception ▪ LoWe'S/PUblii — Pinellas Park • WaterChase.-- Hillsborough County • Suburban Lodge —Largo • Cypress Cove Townhomes— Hillsborough County • Oak Valley Townhomes — Hi II sbOrough County • Walgreens Pinellas County • Park Place Townhomes — Pinellas Park • St. Petersburg Ctillege EPICENTER — Largo s St. Petersburg College Health Education Center Expansion - Pinellas Park • Cumberland. Trace Townhomes — Largo ▪ Roosevelt Commons Office Park — Pinellas. County • Hidden Bayou Townhornes - Pinellas County • Skylark Plaza - Pinellas County • PalmbrOoke Townhomes 7 Pinellas Park 6 Roosevelt Boulevard/ ord Street Commercial Site Largo • St. Jerome Church — Pinellas County DRI Traffic Studies Northwood DRI Traffic Analysis Park Place DR! Traffic Analysis — Clearwater River Ridge DRI Traffic Analysis - Pasco County Heritage Pines DRI Traffic Analysis- Pasco County Timber Pines PR] Expansion - Hernando County ICOT Center DRI Traffic Analysis - Pinellas County Mitchell Ranch Plaza DRI - Pasco County Crossroads Mall DRI — Largo CORPOREX Business Park —Hillsborough County Beacon Woods East — PascoCounty The Grove at Wesley Chapel DRI - Pasco County Roadway Corridor Planning/AlternativeSvstems Studies • Lynn Turner Road - Hillsborough County Drew Street — Clearwater • BelchetRoad Extension - Pinellas County • Keene Road (CR I) Extension - Pinellas County • City of Tarpon Springs Traffic Circulation Element Qpdate- Tarpon Springs • Gateway to Clearwater Beach/Causeway 'Boulevard/Roundabout.— CleatWater • DeCubellis Road — Pasco County' • Gulf Trace Boulevard. - Pasco County Traffic Operations StudiesiDesigns/Signalization Designs • Baywalk/Mid-Core Traffic Analysis/Traffic Signal Design — St. Petersburg • Gulf Boulevard/W. Gulf Boulevard Traffic Signal— Treasure Island • Gulf Boulevard/1 12th Avenue and Gulf Boulvard/1 17th Avenue Traffic Signals — Treasure Island • Venetian Residential Development Sarasota County' • St. Anthony's Hospital Medical Office Building Traffic Study — St. Petersburg, FL • Perrine Ranch Road Analysis'— Pasco County • Clearwater Community Sports Complex'— Clearwater ▪ Thurston Groves 102nd Avenue and Ridge Road Improvements — Seminole • RiverWalk at Manatee River Plantation — Manatee County • Valrico Road/Wheeler Road Traffic Signal - Hillsborough County • Morton .Plant Hospital Master Plan- Clearwater Campus a Madison Avenue/Gould Street Improvements — Clearwater • Bryan Dairy Road/Eckerd Corporation Traffic Signal - Pinellas County • Bryan Dairy Road/Longwood Drive Traffic Signal - Pinellas County • Clearwater Mall Transportation Analysis — Clearwater ▪ Trinity Town Center - Pasco County • Rooms to Go Distribution Center Expansion Traffic Analysis - Lakeland • Broadway Avenue/Williams Road Intersection Improvements - Hillsborough County • SR 580/Summerda.le Drive Signalization Plans - Pinellas County • The Lakesat Lucerne Park - Winter Haven A The Lakes -at Laurel Highlands —Lakeland • Miller Road / Lumsden Road Signalization Plans — Hillsborough County • Morton Plant Hospital — AxelrOd Pavilion Access Permits ▪ Nutnercitis access permits for commercial and residential projects. throughout Florida. Parking Studies • Mandalay Grill'— Clearwater Beach • Morton Plant Hospital — Clearwater • Surf Style / Britts. Clearwater Beach • 1808 Drew Street Retail Plaza, Clearwater • Tropicana Hotels, Clearwater Beach • Shepards Beach Resort, Clearwater Beach • 1454 Gulf -to -Bay Boulevard,. Clearwater • Mease Countryside Hospital — Safety Harbor • Boiling Pot Restaurant — Clearwater • Hooters on Clearwater Beach Travel Time Studies • St. Anthony's Carillon Outpatient Center — Pinellas County • Community Hospital of New Port Richey — Pasco County ▪ St.. Joseph's Hospital North—Hillsborough County • Lakeland. Regional Medical Center — Polk County • Bayonet Point Hospital - Pasco County II Martin Memorial Medical Center - Martin County/St. Lucie. County • Morton Plant Hospital - Pinellas County. ▪ St. Joseph's Hospital South — Hillsborough County • Baycare SE Pasco Hospital — Pasco County • Poinciana Hospital Medical Center— Osceola County/Polk County • LifePath Hospice Hillsborough County EDUCATION' Master of City and Regional Planning, Rutgers University, 1.987 Bacheforof Arts, Environmental and Urban Studies, Montclair State. College, 1985 Successful completion of 128 hours of training conducted by the Federal Highway Administration and the Florida Department of Transportation on Urban Systems Modeling, TranspcirtationPlanning and Site Impact Analysis Graduate course work in Traffic Engineering, University of South Florida PROFESSIONAL REGISTRATION .Ametican Institute of Certified. Planners #9023; 1991 Professional Transportation Planner #133., 2008. AWARDS. 1990 Florida Institute of Transportation Engineers Past Presidents Award for Technical• Paper submittal Unsignalized Intersection Analysis on. Florida's Divided Arterials MEMBERSHIP IN PROFESSIONAL ORGANIZATIONS American Institute of Certified Planners. Institute of Transportation Engineers American Planning Association Central Pinellas Chamber of Commerce — Economic & Small Business Development Committee Clearwater Regional Chamber of Commerce Board of Directors -Tampa. Bay Junior Lightning, Inc. Board of Directors — Windsor Preparatory Academy Architectonics Studio, Inc. 2600 Dr. MLK JR Street N Suite 600 St. Petersburg, FL 33704 (P)727-323-5676 (F)727-323-5826 info@,architectonicsstudio.com www.architectonicsstudio.com Architectonics Studio is a full-service design firm, offering both residential and commercial design and architectural services. Our staff has years of experience in projects ranging from small residential renovations and additions to new residences to commercial projects costing tens of millions of dollars. Our goal for each project, large or small is to provide you the client the highest quality personalized service while producing innovative design solutions. In each of the past five years Architectonics. Studio has grown in size. In addition, our continued growth and retention of highly motivated and innovative staff will allow us to provide the most cost efficient and timely solutions for any degree of your commercial and residential project needs. Staff availability is assured, to provide each project the attention it deserves. Architectonics Studio, Inc. currently has offices in St. Petersburg, Florida. Visit our web site at: www.architectonicsstudio.com PHILOSOPHY Efficient, High Quality, Affordable Architectural and Engineering Services. PROJECT TYPES Condos, Town Homes, Hotels, Apartments Single Family Residential (New Construction, Additions and Renovations) Restaurants Medical Offices Office Buildings Tenant Improvements, Tenant Build -outs Retail Shopping Centers a AVAILABLE SERVICES Architectural and Engineering Design Services Construction Administration Development Services (Project Feasibility) Site Selection ADA, Building and Life Safety Code Review Architectural Programming Building Permit Assistance Renderings and Marketing 13mchures CORPORATE' HISTORY Founding Year: 1998 Officers.: Architect: Certified. Joseph L. Lacki Michael Arrigo Michael Arrigo Key People: Joseph L. Lacki Tracy Settle Koch' Eric Foss John Mutnansky Don Jellings Kathleen Gugol Yulia Lukashevich Staffing: Registered Architects: Project' Managers: CADD: Administration: Total Staff: President, Secretary Vice President, Treasurer Registered Architect, NCARB Lead Designer/Project Manager Affordable Housing' Project Manager Affordable Housing Project Manager Single Family Project Manager Single Family Project Manager Restaurant/R.etail Project Manager Restaurant/Retail Project Manager 7 5 3 16 MICHAEL ARRIGO ARCHITECT, VICE PRESIDENT ARCHITECTONICS STUDIO, INC. Mr. Arrigo's experience spans:a wide range of projects. Diming his, career he haS been responsible for the completion of prisons, retail projects, sports facilities, nursing homes, assisted living centers, hospital renovations, schools, restaurants, offices and single and mutt family housing. While serving as the Project Architect on many of these projects, he has been responsible for design development ; contract documents, constructionadininittration And coordination with team members and consultants. Mr. Arrigo Graduated from Kent State University with a Bachelor of Science and a Bachelor of Architecture in 1998. Mr, Arrigo is currently NCARB certified. He is a Registered Architect in the States of Flori0a, Alabama, Georgia, Texas, Ohio and Tennessee. SELECTED PROJECT EXPERIENCE: • Refer to affordable housing project list attached. .:ompleted 1 :2. 3 4. 5 6 7 8.. 9 10 11 12- 13 14 15 16 17 18 19 20 21 .22 23 .24.. 25 26. 27 .28 29 30 31. 32 33 34 35 36 37 38 39 40 LIHTC/FHFC Experience Architectonics Studio, inc. - Michael Arrigo List -as of:. 9/13/2018 Project. Location 1 Units I Program Type I Year Evergreen Apartments. Highrarid. Palms GtyPlace fka Burlington Senior Silver Oaks Crossroads Apts. BCC Ap.a rtmetns Browards'Gardens Central•Court Foxwood Apartments Hilltop Apartments Pine Creek Apartments Lincoln Fields Palms West Apartments Monteagle Ridge Apts Sunrise Apartments University Plaza Clearwater Apartments Caravel Apartments .Crossings at Indian Run 400 Apartments Jackson .Heights. Parkside Commons Harbour Court Georgia Arms Spring Manor BroaksideVillage: Stevens.Duval Orangewood Village. Garden Trail .Wedgewood Apartments, .Brookside Square Cathedral Terrace Majestic Oaks Columbus Court Hampton Villa Timberwood Trace Seminole Gardens. Hickory Knoll Brookfield Mews Sweetwater Villas Under Construction Tampa, FL Avon, FL St. Petersburg; FL Tampa, FL Orlando, FL Miami, FL Ft Lauderdale, FL Tampa; FL Panama City, FL Jacksonville,FL Ft. Pierce, FL Miami, FL West.Palm Beach, FL Nigara Falls, NY Tallahassee, FL. Jacksonville; FL Clearwater, FL Ft. Lauderdale, FL Stuart, FL Gainesville, FL Tampa; FL Pinellas Park, FL Haines City; FL Sanford, FL Ocala, FL Ft. Myers, FL Jacksonville, FL Ft. Pierce, FL Clearwater; FL West. Palm Beach, FL St. Petersburg,.FL Jacksonville, FL Gainesville, FL Tampa, FL Jacksonville, FL Jacksarivilie, FL • Sanford, FL Ocala; FL . Tifton,GA Tampa, FL Total Units 40 52 82 200 94 103 96 68 100. 200 107 213 296 149. '99 120 90 110 344 101 111 60 .64 90 160. 50 .52 .60 76 80 142 240 171 160• '60 224 108' 96 120 4783 9% LIHTC 9% LIHTC,SAIL 9% UHTC 4% UHTC 4% LIHTC 4%.UI-(TC;•HOM E. 9% LIHTC 9% LIHTC 9% LIHTC' 4% LIHTC. 9% LIHTC. 4% LIHTC 4% Li.HTC 4% UHTC 4% URIC. 9% UHTC. 4% LIHTC, HUD 223(f) 4% UHTC,. HUD 223(f)- 4% LIHTC. 9% LIHTC 9% LIHTC• 9% LIHTC 4% LIHTC; SAIL,. EU 4% LI HTC SAIL, EU 4.% LIHTC, SAIL, ELI 4% UHTC, SAIL; ELI 4% LIHTC, SAIL ELI 4% UHTC,'SAIL, ELI 4% U HTC, SAIL, ELI 9% LIHTC 9% LIHTC. 4% LIHTC, SAIL, ELI 4% LIHTC, SAIL, ELI 4% UHTC,.MMRB 4% UHTC; SAIL ELI 4% UHTC, SAIL ELI 4% UHTC,MMRB New Construction New Construction New Construction Rehabilitation .Rehabilitation Rehabilitation Rehabilitation Rehabilitation Rehabilitation 'Rehabilitation Rehabilitation Rehabilitation Rehabilitation Rehabilitation Rehabilitation Rehabilitation Rehabilitation 'Rehabilitation Rehabilitation Rehabilitation Rehabilitation New Construction. Rehabilitation Rehabilitation Rehabilitation Rehabilitation Rehabilitation Rehabilitation 'New Construction Rehabilitation 'Rehabilitation Rehabilitation Rehabilitation Rehabilitation Rehabilitation Rehabilitation Rehabilitation Rehabilitation Rehabilitation New Construction Project Location Units I Program Type 1 Calusa Estates :2 Oakwood'Villa 3 Laburnum Gardens 4. Palm Grove 5 Cedar Park 6 Chipola Apts .7 Lummus Park Manor Belle Glade, FL Jacksonville, FL Valrico, FL West•Palrl Beach, FL Lake City, FL Marianna, FL Miami, FL 114 9% LIHTC 200 4% LIHTC, MMRB 81 9% LIHTC 150 4% LIHTC, MMRB; HUD 221(d)4 72 4.% LIHTC; SAIL, EU 48 9% UHTC 51 9% LIHTC •New -Construction Rehabilitation New Construction Rehabilitation Rehabilitation' •Rehabilitation Rehabilitation 2007 2006 2008' 2010. 2010 2012 .2013 2014 2013. '2012 '2013 2013 • 2014 2012 2013 2013 2015 2015 2015. 2015 '2015 2015 '2016 2015 2016 2015 2015 2016. • 2016:• 2016 2016 2016 2017 .2017 2017 2017. 2018. :2018 2018 2018 8_ Woodlawn Trail Clearwater; FL 80 4%11HTC, SAIL,. ELI New Construction .9 Jacksonville TH Apts Jacksonville, FL 250 9% LII -ITC Rehabilitation 10. Ridgewood Apartments Winter 'Haven, 'FL '33 9% LIHTC Rehabilitation Total Units 1079. Future Projects Project 1 Sabal Park Preserve 2 Hudson Estates 3 Oceanside Estates 4 Deiphin Downs. 5 Daytona Gardens 6 Shull Manor 7 Parrish Oaks' �. Palmetto Point 9 Pembroke Tower 10 Choctaw Village Location Units .Program Type Tampa, FL Hudson, FL. Pinellas Park, FL Pensacola; FL. Daytona, FL Melbourne, FL Parrish; FL Pinellas Park, 'FL. Pembroke Pines, FL Ft. Walton Beach, FL Total Units 144 52 104 72 230 65 120 82 100 48 1017 4% UHTC, MMRB New Construction Rehabilitation. Rehabilitation 4% UHTC, SAIL, EU New Construction Rehabilitation Rehabilitation 4% UHTC, SAIL, ELI New Construction 4% UHTC, SAIL ELI New Construction Rehabilitation 4% LIHTC, SAIL, EL! Rehabilitation NDC Construction Company 1001 Third Avenue West, Suite 600 Bradenton, idoricia 34205 941.747.1062 941.741.8027 NDCConstruction.com LECOM Press Box Fate Coastal Center Parking Lot LECOM Park Ftetd Cameras FST Student Housing Dr. Tomeo — 59* Street Office Bradenton Compression Grand Palms Senior Apartments Goodwill Manasota Retail Store Brandon Palms Apartments Wlnderemere ALF (Imp Living Ocoee) Manatee Players Parking Lot Pittsburg Pirates/LECOM Park Proiects Goodwill Manartota Donation Center Bradenton Tournament Sports Project SOMC SSC Lobby Renovations Goodwill Manasota Donation Center MCRHS 3500SF TSO Bonita Springs ALF West Manatee Fire Station Manatee County SEWRF MOB 1 Coastal 3rd Floor McKechnie Yuengiing Bar Upgr Riverside Med. TSO - Dr. Daley Riverside Med. TSO - We Care Goodwill Warehouse Pirate City Isopod Rivensong Apartment Homes Creekwood ALF McKechnie Field Clubhouse Kelly Road PC Strength and Conditioning Players Porte Cochere 11 Corporate Center 06-30-2018 05-31-2018 04-30-2018 04-30-2018 03-31-2018 03-31-2018 01-01-2028 12-31-2017 1221-2017 08-31-2017 0841-2017 07-31-2017 0741-2017 06-30-2017 06-30-2017 04-30-2017 12-31-2016 11-30-2016 11-30-2016 09-30-2016 08-31-2016 07-31-2016 07-31-2016 07-31-2016 06-30-2016 06-30-2016 12-31-2015 12-31-2015 12-31-2015 12-31-2015 12-31-2015 12-31-2015 11-30-2015 20,904.84 230570.24 30,000.00 1,542,783.29 446,310.81 154,617.34 9,698,788.00 2,706,246,00 15,709,247.00 16,963,231.00 1,154,960,90 848,157.46 845,674.99 641,000.00 648,439.00 877,001.89 357,362.21 7,146,744.47 2,390,360.43 2,236,033.38 1,479,899.57 104,313.00 127,648,46 146,960,98 2,679,628.36 11,909.00 15,806,906.51 14,434,109,00 6,049,876.04 7,049,985.00 2,101,178.47 266,340.41 9,861,634.00 1611 9* Street West 51014* Ave. Cir. East 1611 9* Street West 751 Cohen Way 1410 59* Street West 1001 Third Avenue West 1715 14* Street West 3465 Cortez Road 114 North Knights Avenue 1060 Tomyn Blvd. 401 7* Street West 1611 9* Street West 1160 Jacaranda Blvd. 1701 27" Street East Bradenton Bradenton Bradenton Sarasota Bradenton Bradenton Bradenton Bradenton Brandon 215 Manatee Ave. West 2250 Bobcat Village Center Rd 300 Riverside Drive E. 27221 Bay Landing Drive 407 67th Street West 3333 Lena Road 8340 Lakewood Ranch Blvd. 1611 9th Street West 300 Riverside Drive East 300 Riverside Drive East 2150 Whitfield industrial Way 1701 27th Street East 606 3rd Avenue West 5424 Lena Road 1611 9th Street West 5130 Kelly Drive 1701 27th Street East 502 3rd Avenue West 2703 sistAvenue East \ferrice Bradenton Bradenton North Port radenl Bonita Springs Bradenton Bradenton Bradenton Bradenton Bradenton Bradenton Sarasota Bradenton Bradenton Bradenton Bradenton Tampa Bradenton Bradenton Bradenton 941 .!47.ii)52 = 941.741.S027 MC/FPL Chilled Water Plant Sun City Center Senior Living inspired Living at Palm Bay Coastal Center 64 McKechnie Parking Lot lighting Phiilippi Shores ALF One Stop Center SunTrust TAD TSO MOB i Hospital Space Ivy Ridge ROW Improvements Bank of the Ozarks Poprs Demolition Riverwalk Day Docks Hidden Lakes Memory Care Temeo Otfice Renovation Advantage Trim & Lumber Manatee Players Manatee Players Trailer LWR HS Serving Line UCC 13th Avenue Portables Manatee Comm Fed Credit Union Lighthouse Creek Center LECOM Park (McKechnte) Renovations S unTrust Cooling Tower 10.31-2013 10-31-2015 1,423,578.04 05-31-2015 5.294,728 .00 05 -31-2015 7,132,692.00 02-28-2015 493,983.25 12-31-2014 1,950.00 10-31-2014 5,007,188 .00 10-31-2014 708,325.94 10-31-2014 56,581.36 10-31-2014 218,019.85 08-31-2014 131,488.00 07.31-2014 2,229,669.62 07-31.2014 41,385.73 06-30-2014 25,986.44 02-28-2014 5,289,352.71 02-28-2014 209,647.91 323 9th Street West 1320 33rd St SE 380 Malabar Road SW 5101 4th Ave. Circle E 1611 Ninth Street West 1900 Phillippi Shores Drive 70117th Avenue West 1001 3rd Avenue West 8340 Lakewood Ranch Blvd. 7179 40th Avenue North 1901 Manatee Ave West 818 17th Avenue West 101 ad Main Street 1200 54th Ave W 846 South Osprey Avenue 02-28-2014 45,940.23 7524 Commerce Place, BLG A 01-31-2014 9,026,013,65 502 3rd Avenue West 01-31-2014 1,430,237.43 The Manatee Players, Inc, 01-31-2014 22,954.00 5500 Lakewood Ranch BLVD 01-31-2014 38,209.54 922 24th Street East 12-31-2013 476,171.20 60413th Avenue East 11 -30-2013 1,373,385,82 8380 Bay Pines Blvd. 1A-31-2013 7,143,037.23 1811 9th Street West Law Florida Studio Theatre MOB I OBGYN - Lakewood Ranch Riverwalk Extension Riverside Medical' Center O neco House Demolition Fogartyville Demolition 09-30-2013 08-31-2013 08-31-2013 07-31-2013 07-312013 07-31.2013 67,400.17 45,586.28 2,318,098.13 239,810.12 1001 3rd Avenue West 1001 Thirst Avenue West Gompertz Addition 8340 Lakewood Rands Blvd 5,632 ,913.77' 606 3rd Ave W 557,053.73 300 Riverside Dr 14,041.00 07-31-2013 71,199.11 2109 & 2111 52nd Avenue East 800 17th Avenue West 5th Street West Revitalization 02-28 -2013 1,156,165.18 5th Street West Bradenton Ruskin Palm Bay Bradenton Bradenton Sarasota Bradenton Bradenton Bradenton St. Petersburg Bradenton Bradenton Bradenton Bradenton Sarasota Sarasota Bradenton Bradenton Bradenton Bradenton Bradenton St, Petersburg Bradenton Bradenton Bradenton Sarasota Lakewood Ranch Bradenton Bradenton Bradenton Bradenton Palmetto Professional Experience 35 Years Mr. Aden is the President and Co -Owner of NDC Construction Company. Ron brings to each and every project 35 years of development/construction experience in Florida. Ron is uniquely qualified to carry projects through the fundraising and finance, development, construction and management processes to insure complete client satisfaction. Ron understands the relationships that must exist through the development and construction phases afford NDC Construction Company an easy opportunity to exceed client expectations for budget and quality in delivery of each project. Ron and his team have a strong community commitment which is reflected in our company's mission of "Building A Better Community". Ronald 3. Alien President Education University of Pittsburgh Business Administration Affiliations Florida Planning & Zoning Association Florida Green Building Coatltlon Manatee Education Foundation Registrations Real Estate Broker State of Florida - BK442319 Project Title Marriott SpringHill+Suites Villages at Riverwalk LECOM Park Clubhouse Million $19.0 $55.0 $53 Pirate City strength & Conditioning Center $1.8 RlverSong Apartments Lakewood Ranch Senior Care Hidden Lakes Memory Care Ivy Ridge Assisted Living Kelly Road Assisted Living $15.2 $14.2 $5.1 $5.5 $7.1 Manatee Chamber/United Way LWR $7.5 'NC) 1140 CONSTRUCTION COMPA Project Ula Palm Bay Memory Care Goodwill Corporate Center Riverwalk Park Project Bank of OZK Corp. Center ffaion $6.0 $10.0 $6.2 $2,2 Palma Sofa Elementary School $11.2 MHS, BHS & PHS Additions $16.1 MHS, BHS & PHS Athletic Facilities $4.3 Community Coalition on Hornelessneas Gompertz Family Regional HQ Florida Studio Theatre 941.747.1062 Fah VY 941«741.8027 i x $2.0 $7.0 $3.1 Project Title Judicial Parking Garage tECOM Park Renovations Pirate Oty Training Facility Lakewood Rands Medical Bldg 1 & 1I Manatee Performing Arts Center Downtown City Central Bradenton Village, Phase I Bradenton Village, Phase 3A Lake Erie College tafoit oodekrI.aon' $83 $13.0 $17.0 $12.0 $12.0 $2.0 $19.5 $3.6 $22.0 N DCConstruction.corn Professional Experience 40 Years Gary L. Huggins is Executive Vice President and co-owner of NDC Construction Company. Mr. Huggins is a licensed Certified General Contractor in the State of Florida. With more than 40 years of construction experience, Mr. Huggins brings invaluable knowledge and expertise to your Project. Gary has been with NDC Construction as an owner for 16 years following a highly successful 23 year career with an ENR 400 Company based in South Florida. As an Owner of NDC Construction, Gary has complete responsibility and authority to commit company resources necessary to ensure timely commencement and completion of every project. With over $500 million dollars of successfully completed new construction and renovation projects, Gary's leadership and guidance brings tremendous value to our team and the clients on every NDC Construction Company project from start to finish. Gary L. Huggins Executive Vice President Education University of Honda Bachelor of Building Construction Affiliations Florida Green Building Coalition Manatee Education Foundation Registrations Certified General Contractor State of Florida - CGC006547 Project Title Jacksonville' Assisted Living Stuart Assisted Living Windermere Assisted living Brenta Springs Assisted Uving RiverSang Apartments Philippi Shores living Hidden Lakes Living Ivy Ridge Living Sun City Center Senior Living $5.3 Lake Erie College tcutilopithictuereo 522.0 Million $16.5 $16.5 $14.0 $7.1 $15.3 $5.0 $5.1 $5.5 Project retie Palm Bay Memory Care Creekwood Senior Living Oasis Charter School Cedar Hammock Fire Station #4 Palmetto Elementary School Braden River Elementary United Community Center Pittsburgh Pirates LECOM Park Palma Sola Elementary School Manatee High School Addition Minion $6.0 $13.6 56.8 51.2 517.1 58.1 52.0 $3.0 $11.2 $7.5 Project Title Bayshore High School Palmetto High School Manatee Chamber/United Nay L Pirate City Training Facility Lakewood Ranch Medical Bldg II Lakewood Ranch Medical Bldg I Million 55.0 53.5 IR $1.8 517.0 512.0 $11.0 Bradenton Judicial Parking Garage $8.0 Athletic Facilities BHS, MHS, PHS $4.3 941.747.1062 Ph MPANY 941.741.8027 Fx Professional Experience 41 Years Mr. Esporrin is the Chief Financial Officer as well as a Senior Vice President/co-owner of NDC Construction Company and has over forty years' experience in the construction industry. Mr. Esporrin started his career with Centex -Rooney Construction Company as the Project Controller at Disney's Epcot Land Pavilion. Over the next twenty-four years, he held various positions of increasing responsibility with Centex, including Corporate Controller, V.P. of Finance and Chief Financial Officer. Ultimately, Mr. Esporrin joined the publicly traded parent company Centex Construction Group, with annual revenues more than two billion dollars, where he served as its Executive Vice President and Chief Financial Officer. During his time with Centex, Mr. Esporrin served on the Board of Directors for: • Centex Construction Group (Dallas, TX) • Centex -Rodgers Construction Company (Nashville, TN) • Centex -Rooney Construction Company (Ft. Lauderdale, FL) • Centex -Bateson Construction Company (Dallas, TX) • Centex -Simpson Construction Company (Fairfax, VA) • Centex -Golden Construction Company (San Diego, CA) • Centex- Forcum Lannom Construction Co. (Dyersburg, TN) • Centex -Landis Construction Company (New Orleans, LA) • Centex -Handy Construction Company (Atlanta, GA) • Centex-Theamac Construction Company (St. Croix, USVI) Mr. Esporrin has oversight responsibilities for all financial services, analysis and related policies, risk evaluation and strategies to aid in the future growth and direction of NDC Construction Company. "N 941.747.1062 Ph rsrUcriOeiu of PANY 941.741.8027 Gary P. Esporrin Senior Vice President / CFO Education University of Central Florida Business Administration / Finance William Patterson College of New Jersey Business Administration Affiliations Construction Finance Management Association N DCConstruction.carrl Financial Institution Reference Company Name Address Phone Number/ Email Raymond James Tax Credit Funds Sean Jones 880 Carillon Pkwy. St. Petersburg, FL 33716 (727) 567-5703 Neighborhood Lending Partners Lanie Wasserman 3615 W. Spruce St Tampa, FL 33607 (813) 384-2008 Chase Bank Tammy Haylock- Moore 400 N Tampa St Tampa, FL 33602 (813) 432-4902 Tarim), Citigroup Barry Krinsky 998 S. Federal Hwy. Suite. 203 Boca Raton, FL 33432 (561) 347-3254 Florida Housing Finance Corporation Melissa Levy 227 N. Bronough St Suite 5000 Tallahassee, FL 32301 (850) 488-4197 tyiel,1/411..vi_l Bank of America Leslie Becoats 135 S. LaSalle St. Chicago, IL 60603 (312) 828-2278 ...:tig Red Stone Tax Exempt Funding James D. Spound 140 E. 45th St 15th Floor New York, NY 10017 (212) 277-6437 Financial Plan Purposed Purchase Price The proposed purchase price for the property is $2,000,000. Narrative and Project Data This Development will provide economic benefits in several ways: 1. Job creation According to the Economic Policy Institute (epi.org), "Employment multipliers measure how the creation or destruction of output or employment in a particular industry translates into wider employment changes throughout the economy." Construction has strong backward linkages (suppliers, and manufacturers) and strong forward linkages (retail spending of construction workers and tradesmen). EPI has concluded that "employment demand per $1 million in final demand" in the Construction sector is as follows: • Direct jobs: 5.5 • Supplier jobs: 4.8 • Induced jobs: 6.1 • Indirect jobs: 10.9 BLUE SKY NiTs 5300 W. Cypress St., Ste. 200, Tampa FL 33607 • www.blueskycommunities.com cotimuig Our construction costs are estimated at $13 million. So we expect to have 13 times the impact shown in the table above. 2. Job creation (Permanent): We will have 3 full -employees at the property (Property Manager, Leasing Agent, Maintenance). The small office component on the south (Franklin) frontage could create another 10-15 jobs jobs 3. Increase in disposable income of residents: We assume that 75% of future residents are cost - burdened, and that moving into this community will eliminate or alleviate that cost burden, with an average of $300 in monthly savings in housing expenses. This equates to an increase in disposable income among the residents to be $216,000 per year. 4. Local merchants: Residents will use their disposable income at local merchants, as they walk to jobs or complete their general errands. 5. Property taxes: This property will pay taxes based on the value assigned by the local authorities. Currently this property pays no taxes. FHFC Development Cost Proforma Please see attached FHFC Development Cost Proforma. Narrative of Sources & Uses We are requesting an annual allocation of $1,868,000 of 9% federal low income housing tax credits from the Florida Housing Finance Corporation for the construction of the community. Based on an estimated price of 94 cents, this will generate approximately $17.6 million In Equity. We expect to have a conventional permanent loan of approximately $3,250,000, with an estimated interest rate of 5.275%. We also show the $747,000 loan from the City of Clearwater with an interest rate of 4.00% Blue Sky is expected to defer a portion of its Developer Fee, so that Sources equal Uses at all times. BLUE SKY 5300 W. Cypress St, Ste, 200, TampaFL 33607 ♦ www.blueskycommunities.com conmuNrriffS yi RFA 2019-114 DEVELOPMENT COST PRO FORMA iPa, 1 of al NOTES: (1) Devebper fee may not exceed the Emits established in Rule Chapter 67-48, F,A.C.. or this REA. Any portion of the fee that has been defamed must be included it Total Development Cost. (2) When Housing Credit equity proceeds are being used as a source of financing. complete Columns 1 and 2. The various FHFC Program fees should be estimated and included in column 2 for at least the Housing Credit Program. (3) General Contractor's tee is Smiled to 14% of actual construction cost (tor Application purposes, the is represented by A1.1. Column 3), rounded down to nearest doter. The General Contractor's fee must be disclosed. The General Contractor's fee includes General Condon, Overhead, and Profit. (4) For Application purposes, the maximum hard cost contingency allowed cannot 5% of the amount provided kin column 3 for A1.3. TOTAL ACTUAL CONSTRUCTION COSTS for Developments whew 50 percent or more of the units are new construction. Otherwise the maximum is 15%. The maximum soft Lost oontintengy allowed cannot exceed 5% of **amount provided in column 3 for A2.1 TOTAL GENERAL DEVELOPMENT COST. Limitations on thesecontingency line items post-Appticaton are provided in Rule Chapter 67-48, FAL. (lappinable) and this RFA. (5) Operating Deficit Reserves (ODR) of any kind are not to be Included in C. DEVELOPMENT COST and cannot be used in determining the matdmum Developer fee. kr addbon, en ODR is not permitted kt this Apptcabon Mall If one has been included, 1 w8 be removed by the scorer. reducing total costs. However, one may beincluded during the medl underwriting process where it wiibe sired. The final cost certifcaton may include an ODR, but It canna exceed the amount sited during crrdtund krg. (6) Although the Corporation acknowledges that the costs listed on be Development Cost Pro Forma, DetatExplanation Sheet, Construction or Rehab Anatysis and Permanent Analysis are subject to change during credit underwriting, sudh costs are subject to the Total Development Cost Per Unit Limitation as provided in the RFA. 55 we'd as the other cost imitations provided In Rule Chapter 67-48. FAC., as applicable. USE THE DETAUJEXPLANATION SHEET FOR EXPLANATION: OF • ITEMS. fF ADDITIONAL SPACE IS REQUIRED, ENTER THE INFORMATION ON THE ADDENDA LOCATED AT THE ENO OF THE APPLICATION. What was ttte Development Category of the Proposed Development: New Construction (wt or wio Acgtastion) Indicate the number of total units in the proposed Development: 81 Units DEVELOPMENT COSTS Actual Corraduction Costs Accessory Buiic*n0s 1 2 3 HC ELIGIBLE HC INELIGIBLE TOTAL COSTS COSTS COSTS Demoltiien 37,500.00 37,500.00 75,000,00 New Rental Units _ 10.467,250.00 10,467,250.00 *Off Site Work (explain in detail) Recreational Amenities Rehab of Existing Common Areas Rehab of Existing: Rental Units Site Work 440,000:00 440,000,00 880,000.00 `Other (explain in detail) A1.1. Actual Construction Cost S 10,844,750.00 $ 477,500.00 3 11,422,250.00 A1.2. General Contractor Fee $" l't (Max.14% of A1.1., column 3) S 1,599,115.00 $ $ 1,599,115.00 A1.3. TOTAL ACTUAL CONSTRUCTION COSTS S 12,543,865.00 S 477,500.00 S 13,021,365.00 A1.4. HARD COST CONTINGENCY a" I t1 651,068.00 S $ 651,068.00 RFA 2019-114 DEVELOPMENT COST PRO FORMA (Pace 2 of g1 1 2 3 HC ELIGIBLE HC INELIGIBLE TOTAL COSTS COSTS COSTS General Development Costs Accounting Fees 40.000.00 40,000.00 Appraisal 7,500.00 7,500.00 Architect's Fee - Site/Building Design 260,427.00 260,427.00 Architect's Fee - Supervision 50,000.00 50,000.00 Builders Risk Insurance Building Permit 114223.00 114,223.00 Capital Needs Assessment Engineering Fees 64.800.00 64,800.00 Environmental Report, 25.000.00 25,000.00 FHFC Administradve Fee sea Nwe (2 164,120.00 168,12000 FHFC Application FeesuNnk.(2' 3,000.00 3,000.00 FHFC Compliance Fee sae "*42/ 200,000,00 200,000.00 FHFC PRL/Credit Underwdturg Feess°°"°'• ' Green Buitthng Certification/ HERS Inspection Costs 'Impact Fees (1lstIn detain 229,600.00 25,000.00 25,000.00 229,600.00 Inspection Fees 100,000.00 100,000-00 Insurance 162.000.00 162,000.00 Legal Fees 85.633.00 134,167.00 220,000.00 Market Study 7,500.00 7,500.00 MarketinglAdvertising 15,000.00 15,000.00 Property Taxes Sail Test Report 15,000.00 15,000.00 Survey 30,000.00 30,000.00 Tenant Relocation Costs Title Insurance 8 Recording Fees 60,000.00 15,000.00 75,000.00 Utility Connection Fee 42,189.00 42,189.00 ''Other (explain in detail) 573,033.00 578,033.00 A2.1. TOTAL GENERAL DEVELOPMENT COST $ 1,872,105.00 $ 560,287.00 $ 2,432,392.00 A2.2. SOFT COST CONTINGENCY 1.."4°14 S 108,598.00 $ $ 108,598.00 RFA 2019-114 DEVELOPMENT COST PRO FORMA JPaoe 3 of Bt 1 2 3 F ELIGIBLE MC INELIGIBLE TOTAL COSTS COSTS COSTS Financia! Casts Construction Loan Origination! Commitment Fee(s) 173,000.00 173,000,00 Constriction Loan Credit Enhancement Fee(s) Construction Loan Interest 404,820.00 269,880.00 674,700.00 Non -Permanent Loans) Closing Costs Permanent Loan Origination/ Commitment fee(s) Permanent Loan Credit Enhancement Fee(s) 25,000,00 25,000.00 22,875.00 22,875.00 Permanent Loan Closing Costs Bridge Loan Origination/ Commitment Fees} Bridge Loan interest *Other (explain In detail) 25,000.00 25,000.00 A3. TOTAL FINANCIAL COSTS $ 577,820.00 $ 342,755.00 $ 920,575,00 ACQUISITION COST OF EXISTING DEVELOPMENT (excluding land) Existing Buildings) 'Other (explain in detail) 8. TOTAL ACQUISITION COSTS OF EASING DEVELOPMENT (excluding land) C. DEVELOPMENT COST $ 15,753,456.00 S 1,380,542.00 $ 17,133,998.00 (A1.3+A1.4+A2.1+A2.2+A3+8) Developer Fee a« *al") Developer Fee on Actgtisidan Costs Develop Fee on Non -Acquisition Costs D. TOTAL. DEVELOPER FEE $ 2,741,439,00 $ $ 2,741,439.00 E. OPERATING DEFICIT RESERVESs"II $ F. TOTAL LAND COST $ 2,000,000.00 $ 2,000,000.00 2,741,439.00 2,741,439.00 G. TOTAL DEVELOPMENT COST 5"i*Wee nt $ 18,494,895.00 (C+D+E+F) 3,380,542.00 $ 21,875,437.00 RFA 2019-114 DEVELOPMENT COST PRO FORMA Detail/Explanation Sheet Totals must agree with Pro Forma. Provide component descriptions and amounts for each item that has been completed on the Pro Forma that requires a-detailedlist or explanation. DEVELOPMENT COSTS Acturat Construction Cost (as listed' at Item R1.) Off -Site Work: Other: fPacke40461 General Development Costs (as listed at Nem AZ) Impact Fees: Other: Financial Costs (as Ailed at diem 113.) Other: FF&E $145,800; Green evading Cert S15 550; P&P Bond $156.256; and SDI $260,427 Syndicator expense $25,000 Acquisition Cost of Existing Developments resisted at Item 82. ) Other: NOTES: Neither brokerage fees nor syndication fees can be Included irk eligible basis: Consulting fees, if any, and any financial or other guarantees requited for the financing must be paid out of the Developertee. Consulting fees include, but are not limited to, payments forApprication osnsutants, o nstnlclion management or supervision consultants, or local government consultants. RFA 2019-114 DEVELOPMENT COST PRO FORMA CONSTRUCTION/REHAB ANALYSIS A. Total Development Costs $ 21,875,437.00 AMOUNT LENDER/TYPE OF FUNDS B. Construction Funding Sources: 1. First Mortgage Financing $ 17,300,000.00 Regulated Mortgage Lender 2. Second Mortgage Financing $ <select from menu> Tate 5 or in 3. Third Mortgage Financing $ <seie tfrom menu> 4. Fourth Mortgage Financing $ <seiect from menu> 5. Fifth Mortgage Financing $ <select from menu> 6. Sixth Mortgage Financing $ <select from menu> 7. Seventh Mortgage Financing $ <select from menu> 8. Eighth Mortgage Financing $ <select from menu> 9. Ninth Mortgage Financing $ <select from menu> 10. Tenth Mortgage Financing $ <seierx from 11. HC Equity Proceeds Paid Prior to Completion of Construction which is Prior to Receipt of Final Certificate of Occupancy or in the case of Rehabilitation, prior to placed -in service date as determined by the Applicant. 2,861,034.00 12. Other, $ 13. Other: $ 14. Deferred Developer Fee $ 2,088,788.00 15. Total Construction Sources $ 22,050,422.00 C. Construction Funding Surplus (8.15. Total Construction Soutoes, less A. Total Development Costsx $ 174,985.00 (A negative number here represents a funding shortfall.) Each Attachment must be listed behind its own Tab. DO NOT INCLUDE ALL ATTACHMENTS BEHIND ONE TAB. RFA 2019-114 DEVELOPMENT COST PRO FORMA PERMANENT ANALYSIS A. Total Development Costs $ 21,875,437.00 AMOUNT LENDER/TYPE OF FUNDS B. Permanent Funding Sources: 1. First Mortgage Financing $ 3,050,000.00 Regulated Mortgage Lender (Pace a of 81 2. Second Mortgage Financing $ 747,000.00 Local Government Subsidy 3. Third Mortgage Financing $ <select from menu> 4. Fourth Mortgage FF ancing $ <select from menu> 5. Fifth Mortgage financing $ <select from menu> 6. Sixth Mortgage Financing $ <seiec t from menu> 7. Seventh Mortgage Financing $ <select from menu> 8. Eighth Mortgage Financing $ <select from meiw> 9. Ninth Mortgage Financing $ <select from menu> 10. Tenth Mortgage Financing $ <select from menu> 11. HC Syndication/HC Equity Proceeds $ 17,74 12. Otter. $ 13. Other. $ 14. Deferred OevetoperFee $ 1,000,000.00 15. Total Permanent Pinang Sources $ 22,541,225.00 C. Permanent Funding Surplus (0.15. Total Permanent Funding Sources, less A. Total Development Costs): S 555,788.00 (A negative number here represents a funding shortfall:) Each Attachment must be listed behind Its own Tab. DO NOT INCLUDE ALL ATTACH MIENTS BEHIND ONE TAB. RFA 2019-114 DEVELOPMENT COST PRO FORMA (Pace 7 of el The intent of this page is to assist the Applicant in determining a TDC PU Limitation for the proposed Development and comparing it to the appropriate RFA's TOC PU Limitation. The accuracy of the comparison is dependent upon the accuracy of the inputs and Florida Housing takes no responsibipyin any programing errors. FHFC wit not use this page to score TOC PU Limitation crawls. If FHFC makes any adjustments to the Appacard's data or assumptions. FHFC's TDC PU for Limitation purposes of the proposed Development or the TDC PU Limitation determined by FHFC may be different ban amounts provided belay. Please read the RFA for quairyk,g responses and definition of terms. This table is optional and is use is at the sole discretion of the Applicant. Applicant is responsible to verify and be `n compliance with ad aspects of the Application to meet RFA criteria. TDC PU LIMITATION ANALYSIS Not in South Florida. New Contraction. High-RiseLESSC, In which county is the proposed Development to be located? Pinellas (Large County) You have indicated above on row 32 that the Development Category of the Proposed Development is._....... New Construction (wt or wto Acquis itian) What is the proposed Development's Development Type? High -Rise Does the proposed Development qualify as Enhanced Structural Systems Construction (ESSC)? es The TDC PU Base Limitation for the above defined Development is.......... $322,000 Does the proposed Development qualify for any of the following TDC PU Add -Ons or Multipliers? Choose all that apply. 1. (a) PHA is a Principal/Affiliate Add -Ort ......... (b) Requesting HOME funds from FHFC Add -On (c) Requesting CDBG-DR funds from FHFC Add -On .... 2. Tax -Exempt Bond Add -On 3. (a) North Florida Keys Area Multiplier ......... ........... (b) South Florida Keys Area Multiptiier............ 4. (a) Persons with Developmental Disabilities Multiplier (b) Personswith a Disabling Condition Multiplier (c) Persons with Special Needs Multiplier...... . (d) Homelss Demographic Multiplier 5. Elderly ALF Multiplier 6. (a) Less than 51 units Multiplier* (b) More than 50 units, but less than 81 units Multiplier*... 'For9% HC Permanent Supportive Housing RFAs only. The prnppsed Development must be new constnrcf t to query es well as trot being locatede Monne County. No Select olte car o on as ac cad e The final overall TDC PU Limitation for the above defined Development is.. 5322,000.00 Derivation of the TDC PU of the proposed Development for Limitation purpose Total Development Costs (Line G., column 3) Less Land Costs (Une F.. column 3) Less Operating Deficit Reserves (Line E., column 3) Less Demolition and Relocation Costs, if applicable TDC of the proposed Development for Limitation Purposes: TDC PU of the proposed Development for Limitation Purposes: 521,875,437.00 $2,000,000.00 $0.00 50.00 $19,875,437.00 5245,375.77 Is the proposed Development's TDC PU for Limitation purposes equal to or fess than the TDC PU Limitation provided in the RFA? ..... ...: ..... aCabie Gtrcr •# aopr�Cab e, Select tete or no ptar as aonacabie (Select tf apr:trcao Select one applicabye' RFA 2019-114 DEVELOPMENT COST PRO FORMA fPaoe 6 of fit The intent of this page is to assist the Applicant kr determining the overall Average Median Income for the proposed Development when the Development is located in Bayer Leon County and the Appticant desires to select the Average Income Test for the minimum setaside commItment for Section 42 of the IRC. Thi portion of the Development Cost Pro Forma is to assist the Applicant in understanding some of the variables involved when selectiv Average Income test as the minimum housing credit set-aside offered in the RFA. The data entered below wit not be used to score the Application. The entries below Ma not be used to establish the Appricant's set aside commtment for Application purposes. This is to be used as a 1001 10 assist the Appticant in selecting appropriate set-aside commitments in the Application, The accuracy of the table is dependent upon the accuracy of the inputs and Florida Housing takes no responsibility, in any programming errors. This table Is optional and its use is at the sole discretion of the Applicant Applicant is responsible to verify and be in compliance with all aspects of the Application to meet RFA criteria. INCOME AVERAGING WORKSHEET AMI Set -Aside of Units % of Units 20% 0.00% (EU Designation) 30% 13 16.05% 40% 0.00% 50% 0.00% 60% 56 69.14% 70% 0.00% 80% 12 14.81% Total Qualifying Housing Credit Units 81 100.00% Market Rate Units 0.00% Total Units 8 100.00% Average AMI of the Qualifying Housing Credit Units 58.15% rens than 60% mar rrniirnj (This should match the HC Set -Aside Commitment in the Application) Total UNIS ilere riNg(710-5 ft,0 Totai tiros efttemi row 33 atlaVel 3111 OATA, rooms Ftikor• 1521.124‘4924024110 tks. 0,3O11/Lu 2atite • 0 Doreftra MAO tand IR" rE0 PAR1EuRosiDIA14 Way* URANANd EWA .41,221 211211PApmg2 PiMur ffl1 row114 .*1112A*1 lArAtIA ApAbe AANIIAI AmplA 122S per Ur..21 vats Mollorm 21 quail powAird /Cereal lEmeoria el. UrAmIsb2 altpbscb bar3Ovull Ilea* wapowl RABActimina Alsip lad* RAA IRA hreC" 10111212A0 *sows** DaslaposasIMAnnemilaniulI itlitflome) Oniligo2 as awitrol IAN'S!" (RaAA) 11117141R12 TOMS 00) 1 Seem, / 1 Bann U111 211elmom/ SaltantU Fry 3 &Awe/ 2 Ilanum Yob 15-29-15-54450 -007.0 010 47,300 SF AREA OAR ACRES) FORCE airAtTigrotzi. WIPz2 1113:1110AREI <4-> 61111—"2122.6. sys SK 4 Prolact No, 2019-157.0 -1 Dal* August 13,2019 Downtown Clearwater Proposed Multi Family Housing Blue Sky Communities 510 Rani* St. aisimater, FL 33759 ssesissasi RCHITECTONICS 441.0(06Ailiftaliftr .46041110114 illeappirmftrollom ormer0040**.....o. DEVELOPMENT PROPOSAL ---- Local market Analysis The current occupancy rates for tax credit properties in the City of Clearwater is 96%. Please see attached property list and map. Appropriateness of the Proposed Development with respect to the CRA's housing objectives and housing demand We carefully studied the Clearwater Downtown Redevelopment Plan (March 2, 2018). The proposed development is appropriate in the following ways: OBJECTIVE I F: Allow for a variety of residential densities and housing types to provide for a range affordability and mix of incomes consistent with the Character Districts. We provide 3 levels of income targeting: • 16% of the units @ 30% AMI • 69% of the units @ 60% AMI • 15% of the units @ 80% AMI OBJECTIVE 1 H: Maintain, activate and program parks, plazas and recreational areas. We will create a quasi -public green space under and around the 4 trees that we are preserving o our property. There are also 2 palms right on the property line that are effectively part of this space. OBJECTIVE 2F: Provide safer and more convenient bike facilities, including a bike share program. We will provide a large secure bicycle parking enclosure and we will participate in any bike -sharing programs that are available. OBJECTIVE 4C: Develop a plan that identifies street frontages and context sensitive development standards to create a livable and vibrant Downtown. By retaining the 4 Oaks, we are being responsive to the current context of the property. And by adhering to some of the elements of the "general theory of walkability", our development will enhance walkability and vibrancy. POLICY 15: The City and CRA will continue to partner with and promote groups and programs that create and provide public art. We love public art and have just started incorporating public art in our newer developments We have reserved $20,000 in our development budget for public art. BLUE SKY 5300 W. Cypress St., Ste. 200, Tampa FL 33607 • www.blueskycommunities.com Construction/Architectural Concept Narrative and Renderings We have provided a Contemporary design of the building, but we are willing and prepared to receive input from other stakeholders and City staff. One building in the Bay area that we like a lot is the Pearl, right next door to Armature works in Tampa (photo below). For this site and for the City of Clearwater, Blue Sky has created a very special building. The building fits with today's trends. There are a variety of interesting textures, such as Plank -shaped panels, laid out vertically, with an appealing color array. In between certain windows, we have also incorporated a Lap shaped panel with a wood look. These products may be fastened to the exterior skin. Or, as in the case at the Pearl, this look might be achieved with pre -cast concrete panels. A variety of roof heights will create a stepped look when viewed from further away. A narrower window opening at selected locations is also a trend seen in similar buildings. BLUE SKY 5300 W. Cypress St., Ste. 200, Tampa FL 33607 ♦ www.blueskycommunities.com COMMUNITIES Timeline of Major Project Milestones October 2019 November 2019 March 2020 July 2020 1\laich 2021 April 2021 CRA selects a developer Submit FHFC Tax Credit Application Preliminary Tax Credit Awards Invited to Credit Underwriting Closing Start Construction BLUE SKY 5300 W. Cypress St., Ste. 200, Tampa FL 33607 • www.blueskycommunities.com COtirfiJNITIES City of Clearwater Tax Credit Properties Occu anc .RateS by Month Name Address City Month :2019-05 2019-04 2019-03 2019-02 2019-01 TOtal Units Year Built Demo Occupied Occupied Occupied Occupied Occupied it: % :# % # .% • _ .# •% # Clearwater* 1000 N Keene Rd s Clearwater 90 1983. Family 56 62%. 56. :62% 55 61% 56 62% 56 62% Garden Trail 608 EldridgeStreet ClearWater 76 2016 Family 75 99% 75 99% 76 100% ,.. '75 99% 73 96% Lexington ClUb.at Renaissance 1200 South MistodriAVenbe Clearwater . 240 2000 Family .218. 91% 220 92% 224 93% 223 93%. 224 93% Palmetto Park 1001 North Martiniuther King Jr.,. Blvd.. 'Clearwater 1.79 1949 Family '171 97% 172 96% 1E9 94% '1E5 '92% 169 94% Pine Berry Senior 1225 South Highland Avenue Clearwater 85 1962 Elderly 83. 98% 85 100% 84 99% 85 100% 83 98% Wellington 2900 Drew Street Clearwater 352 1998 Family 34.9 99% 349 99% 849 99% .347 99% 347. 99% Total/Avg 932' '898 '96% 901 _,.. 97% 902 97% .895 96% .896 '96% Properties in the Pipeline Woodlawn Trail 803: Woodlawn Loop Clearwater SO Pipeline Family Madison Pbint 400 South MLK Ir. Avenue Clearwater 180 Pipeline Elderly *Extluded from Average. The properties is older and not well maintained.. Clearwater Market Analysis Tax Credit Properties oldarna Durx*i In -- MOB Ilald C``.-u'tt, y �•n Clearwater Yr. Built. 1983 Garden Yr. Built: erwater Wellington Yr. Built 1998 Lexington Club at Renaissance Square Yr. Built 2000 Pine Berry Senior Yr, Built 1962 a,: Belleaar Year #• of FHFC Applications Submitted Total # Funded 9% Funded 4% Funded 2013. 4 2 2 2014 10 5 2 3 2015 9 1 1 20.16 5 3 2 1 2017 17 3 3 2018 17 6 3 3 2019. 2 2 2 Totals 64 22. 15 7 EXCEPTIONS /ADDITIONAL MATERIAL / ADDENDA Proposers shall 'indicate sny and. all exceptions taken to the provisions. or -specifications. in this- solicitatiOn document Eicceptions that surface elsewhere And That do not also appear under this sectiOn shall, be considered invalid and. void and of no. contractual signifidance. Exceptions (mark one): **Special Note — My material exceptions taken to the City's Terms and Conditions may render a Proposal non-responsive. V. No.exceptions Exceptions' taken (describe -,attach additional pages if heeded) Addlional Materials sUbmitted (mai* one): N( No additional materials have been included with this proposal Additional. Materials attached (describe—attach additional pages if needed) ACknowledoernerit-Of addenda:issued 'for this solicitation: Prior to submitting a response to this soliditatiOn, it is.the'vendor's responstility to Confirm if any addenda have:been issued. Addenda Number initial to acknowledge receipt #1 Vendor Name Blue Sky Communites, LLC Date: C1111061 Low -Income Rousing Tax Great Project 21 .RFP/Q #50-19 RESPONDENT INFORMATION CompanyLegal/Corporate Name: Blue Sky Communities, LLC Doing Business As (it. different. than above): Address: 5300 W. Cypress Street, SUite 200 City: Tampa FL 33607 _ State: Zip: 'Phone: (813) 384-4825 Fax: (727) 579-0745 E -Mail Address:. sWilson@blues4commUnipeS:CpM Website: WWW..blueSkYComM ynities:obrn DUNS #078689921 'Remit to Address (if different than above): Order from Address (if differentfrom above): Address: Address: City: State: Zip: City: State: 4iot Contact for Questions about this -br000sal: Name: Shawn Wilson Fax: (727) 579-0745 Phone:. (813)184-4825 E-Mail.Address: sWil°n@bluesi&grlinI9i"s'cbrri Day-tO-DayPtoiectOOntactlif aWarded): Name: Angela Hatcher Fax: (727) 57970745 Phone: (813) 3844836 E -Mail Address: ahatcher@blueskycommunities.com Certified Small Business Certifying Agency: Certified Minority, Woman or Disadvantaged Business pnterprise Certifying Agency: Low -Income Housing Tax COOK Projopt 22 RFP/0 #50-19 RESPONDENT CERTIFICATION OF PROPOSAL By signing.and.stibrnitting this Proposal, the Vendor -certifies that; a) 'It is under no legal prohibitiontri.contract with the 'City of Clearwater. b) it has read; understands, and.* in compliance with the specifications, terms and conditions stated.-hereif, as welIasfts attaChrnents, and enifreferenced dadurnents: c) It has.no known,andisclosed conflicts ofinterest. d) The. PriCes-offered Were. independently developed withoilt.consultation or collusion with .any of the other respondents or potential respondents or any other antl-coMpetitive practices. e) No offer olgifts, payments or otherconsideration were made to any City employee, officer, elected.official, or -consultant who has or may have had a Mein the precuietnent process for theservices and orgoodsknaterials covered by this contract 0 It Understands the City of Clearwater may copy all parts of this respense, including without limitation any docUmentsandtor materials copyrighted byte respondent, for internal use in. evaluating respondent's offer; or in responsetoa publicrecords request under FforidEes public records law' (F.S. 119) orother. appliCable law., subpoena, Or otherjudiCial process. g) Respondent hereby v.vartents to the City that the respondent and each of its subcontractors (Subcontractors) ill comply With, and are contractually obligated.to complywith, all Federal Immigration laws and regulations that relate to their employees. h) Respondent cartifieS that. they are in.vidation of section 60) of the Federal ExportAdministration Act and not debarred by any Federaterpublicagency, i) ItswiltproVide.thernaterials or serviCes.speciffed irt cornPliance with al Federal, States and LecalStatute.tand Rulesif awarded by the City. j) It is current in all Obligations.due t� the.City. k) It wiil accept such terrns and conditions k a resulting contract if awarded by the City. 1). The. signatory Is an oflicer.or duly authorized agent of the respondent With full power end.aufhority to SubMit binding .offert fOr the goOds.Or serVices asapecified herein. ACCEPTED AND AGREED TO: Company Nanie: BIueSky Communities Signature: cT Printed Name: Shawn Wilson Title: President & CEO Date: /AM Lciw-incarfie.1-tousing Tax Credit' Project 23 ,RFP/0,#50-19 Form W-9 (Rev. October 2018 ) Department of the Treasury Internal Revenue Semicre a ar v4 Request for Taxpayer Identification Number and Certification.. Goloinrinicirs.gov/FormWator instructions and the latestkrformatiOn, 1 Isfarne(as.ehown an yaw income tairrettin). Plaine Is required on this line; do not leave this line blank. Blue Sky Communities LLC Give Form to the requester. Do not send to the IRS. 2 Business nameldsregarded entry name; If different from abo E b 1 CO Co 3 Check appropriate box forfuderal tan- plassIfication of the:person whoseriame is entered on rine 1..Check only one o(the folonirig seuerr boxes. o Indlirldual/scite ProPliellwce alnglerthember LtC El.UtedIlabfity.company..Enier the tax classification:p..0 corporation, S=3 corporaticin, P.Partnoriblo) Nam Chetkthe approPilata brucfln the the above fable tax classification of the singlemsernber owner. Do not check LLC if the LLC is classified as a angle -member ilqthatisdisregardedfrom the owner unless the owner of the LLC a. another LLC thatis not disiegaiiied Win the owner fOrt.l.B.lederai takpUrposes: Othersrise..a single -member LLC that Is disregardedfiern the.owner ahead diads me appropriate box tot ttte tax clessileaticirtrif Re owner. r) Other (see instruollons)14, 0 C CorpOration 0 s Corporation 0 .Fertnerahip 0 Trustaslate. Address kuirriberr, street, and apt or suite no.) See instructions. 4 Ex tore (codes apply only to Certain' entities, Wit Indivickslas;eee instructiOris on page 3): Expayecodffe Exemption frorn FATCA reporting code (if any) AopiesietCI !t. 041 • 5300W typress:Street, Suite 200 4 City, state,: and.ZiP Code 'rattail.. Florida 33607 uester's name and address (optional 7 List accountnumber(s). here (optional) Part I Taxpayer IdentifiCation NUMber (TIN) Enter your TIN in. the appropriate box. The 71N prOnikled must match the name glven.eri line.l.to avoid bacialp withholding For individuals, MIS is generally your social security number (SSN). Nowever,lor resident aliert, sole praprletar, or disregarded entity, see the Instructions for Part I, later. For other entities, It is your employerldentification-nurnber (EN). If you do net have a.number. see How to.get a TIN, later. Note: If the account is in moreAtkin one name, see the instructions tor line 1. Also see Mud Hartle and Number To Give the Requesier for. guidelines on .whose number to enter. Social security number Or Employer identification number 4 6 0 2 4 6 3 Part II Certification Under penalties of perjury, lcertify that 1, The number shown onthis form Is my correct taxpayer Iderairtcatien number(or lam waiting foranumber te belestied torrie);and 2. lam not subject to backup withholding because: (a) I am exempt from backup withholding, or 03).1. have not been -notified by the Internal Revenue Service (IRS) that I sin subject to beckon withholding as a.result of a failure to report all interest or dividends, or (c) the IRS has notified me that LAM nO longer .subiect to backup withholding; and 3. lam a U.S. cltiten or other C.& person (defined bekari);.and: The FAICA.code(a) entered. ort.thls form indicating that I am exemptfrom FATCA reporting Is correct. Cartifioatien instructions. Yeti must cross outitem 2 above if you have been notified bY the IRS that you are currently subject.to backupwithholding because you have failed to report all Interest and dividends on your tax return. For real estate transactions, item 2.does not apply, For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and merely, payments otherthan interestand dividends, you are notregtirad to sigh the Cedification; but you *must provideyour correct 11N. See theinstrectionsior Fedi!, later; Sign Here Signature of U.S. prirsori General Instructions Sectlon.references are tolls Internal RevenUe Code unless. otheninSe nOted: Future developments. For the latest infornettion abotitileveloprnents related to Fenn W-9 end its instructions, gentles leglelatiorienacted. after they Were pubished, go tawwkitsgutriFormW9 Purpose. of Form. An.hdividu or entity Farm We:requester) who is required to Mean inforreatlerrieturn with. the IRS must obtain your Coned taxpayer Identification number (11N) Whitt May be Your social- security number (88N), individual taxpayer identification nurnberilT, adoption io,f0aYer.identificatien number (A11), or employer identification number (8t.4).:t0 report on an Information return the 'amount paid to yeti, 'or other amount reportablenit an information return. Exarnptes:of information returnsindude, but are notlimitecito, the following. • Form 11399 -ZIT (bMerest eerned :or paid) PP* • Forth' 1099-D11/ (divklends,1ricludingthoselroin steaks Or Mutual. funds) • Form 1099-.MISC (various types ofincome. prizes; awards. Ortross Proceeds) Form 1099-B (stock Orinutuallund. sales end *certain other transactions by brokers) • Form 1099-S (proceeds from real emateirantactions) • Forni 1099-K(inerthant ciand and thirdpartynetwork transactiens) • Form '1098 (Iiemp mortgage interest), 109IK.(skident loanintereet), 1096-T-Quition) • Forrr(1099-C.(Canceleddebt) • Form. 1099-A htcquisition.orabandenmentof securedproperty) Use form W-9.onty If you U.S. person (inducing a resident :Wiwi), to PreYkie your correct yore dO not return. Fonn W-9 to the teciirester With a 7W, you might be.Subjectio:baCkup withholding. Soo -What is backup withhoking. later; Cat. No. 10231X Forte W-9 rev. 10-2018)