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08/16/2021Monday, August 16, 2021 8:00 AM City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 Main Library - Council Chambers Community Redevelopment Agency Meeting Agenda August 16, 2021Community Redevelopment Agency Meeting Agenda Citizens wishing to provide comments on an agenda item are encouraged to do so in advance through written comment. The City has established the following options: 1)eComments via Granicus - eComments is integrated with the published meeting agenda. Individuals may review the agenda item details and indicate their position on the item. You will be prompted to set up a user profile to allow you to comment, which will become part of the official public record. The eComment period is open from the time the agenda is published. Comments received during the meeting will become part of the official record, if posted prior to the closing of public comment. The City Clerk will read received comments into the record. 2)Email – Individuals may submit written comments or videos to ClearwaterCRA@myclearwater.com. All comments received by 5 p.m. the day before the meeting (August 15) will become part of the official record. The City Clerk will read received comments into the record. 3)Council Chambers - Additionally, like any other council meeting, the public may provide public comment at the Main Library, Council Chambers, 100 N Osceola Avenue. Due to COVID-19, all speakers desiring to appear in person will be subject to all applicable emergency measures in place to prevent the further spread of COVID-19. Speakers who appear in person will be subject to screening for symptoms of COVID-19. Any persons exhibiting any symptoms of COVID-19 will not be permitted to enter council chambers but will be able to participate through the remote options described above. Individuals with disabilities who need reasonable accommodations to effectively participate in this meeting are asked to contact the City Clerk at (727)562-4092 or rosemarie.call@myclearwater.com in advance. 1. Call To Order 2. Approval of Minutes 2.1 Approve the May 17, 2021 CRA Meeting Minutes as submitted in written summation by the City Clerk. 3. Citizens to be Heard Regarding Items Not on the Agenda 4. New Business Items 4.1 Annual Financial Report 4.2 Approve an Interlocal Agreement between the Clearwater Community Redevelopment Agency (CRA) and the City of Clearwater to provide CRA funding in Fiscal Year 2021-2022 in the amount of $252,549.84 to underwrite the cost of additional Community Policing services by the Clearwater Police Department in the Downtown Gateway District, Prospect Lake District, and the Downtown Core District, encompassed by the CRA to address quality of life issues, drug dealing, prostitution, and homelessness and authorize the appropriate officials execute same. Page 2 City of Clearwater Printed on 8/10/2021 August 16, 2021Community Redevelopment Agency Meeting Agenda 4.3 Approve the Interlocal Agreement with the Downtown Development Board (DDB) to provide personnel, administrative and management services during Fiscal Year 2021-2022 in the amount of $78,747.89 and refund the CRA tax increment fee of $301,369.83 and authorize the appropriate officials to execute same. 4.4 Approve an agreement for the sale and development of the property located at 1250 Cleveland Street and adjacent properties to Archway Partners, LLC for the purposes identified in Request for Proposals and Qualifications (RFP/Q) 43-21 and authorize the appropriate officials to execute same. 5. Director's Report 6. Adjourn Page 3 City of Clearwater Printed on 8/10/2021 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#20-8592 Agenda Date: 8/16/2021 Status: Agenda ReadyVersion: 1 File Type: MinutesIn Control: Community Redevelopment Agency Agenda Number: 2.1 SUBJECT/RECOMMENDATION: Approve the May 17, 2021 CRA Meeting Minutes as submitted in written summation by the City Clerk. SUMMARY: APPROPRIATION CODE AND AMOUNT: USE OF RESERVE FUNDS: Page 1 City of Clearwater Printed on 8/10/2021 Community Redevelopment Agency Meeting Minutes May 17, 2021 Page 1 City of Clearwater City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 Meeting Minutes Monday, May 17, 2021 8:00 AM Main Library - Council Chambers Community Redevelopment Agency Draft Community Redevelopment Agency Meeting Minutes May 17, 2021 Page 2 City of Clearwater Roll Call Present 5 - Chair Frank Hibbard, Trustee Hoyt Hamilton, Trustee David Allbritton, Trustee Kathleen Beckman, and Trustee Mark Bunker Also Present – William B. Horne II – City Manager, Michael Delk – Assistant City Manager/Interim CRA Executive Director, Pamela K. Akin – City Attorney, Rosemarie Call – City Clerk, and Nicole Sprague – Deputy City Clerk To provide continuity for research, items are listed in agenda order although not necessarily discussed in that order. Unapproved 1. Call to Order – Chair Hibbard The meeting was called to order at 8:00 a.m. 2. Approval of Minutes 2.1 Approve the April 12, 2021 CRA Meeting Minutes as submitted in written summation by the City Clerk. Trustee Hamilton moved to approve the April 12, 2021 CRA Meeting Minutes as submitted in written summation by the City Clerk. The motion was duly seconded and carried unanimously. 3. Citizens to be Heard Regarding Items Not on the Agenda – None. 4. New Business Items 4.1 Approve a program budget of $500,000 for the purposes of establishing a three-year arts exhibition, gallery space and programming with the Clyde Butcher Gallery featuring the work of internationally renowned photographer, Clyde Butcher, and authorize the appropriate officials to execute same. The purpose of this item is to request that the CRA Trustees establish a program budget of $500,000 to allow CRA staff to move forward with developing a three-year signature placemaking program based on the work of internally renowned photographer, Clyde Butcher. Building on the success of the Draft Community Redevelopment Agency Meeting Minutes May 17, 2021 Page 3 City of Clearwater “Dreams of Dali” virtual reality exhibit which drew more than 4,600 visitors to downtown over a six-month period, staff is pursing a partnership with another well-known, accessible artist whose work will draw residents and visitors to downtown. During the renovation of Coachman Park and the Streetscape Phase III project, it is critical that there is a place for free, family friendly community engagement programs to take place. Arts exhibitions are excellent ways to draw visitors who then stay to shop and dine in local businesses. They are also attractive activities for hot or rainy days during the peak of summer. Staff has been in communications with the Clyde Butcher gallery since early February and is in the process of determining a viable location and build out costs to create a gallery space for Mr. Butcher’s “Everglades” exhibit. There are currently no spaces in downtown that are ready to operate as a gallery. This exhibit features large scale, black and white photography of the Everglades National Park. The entire work is rarely seen at one time, in one location due to the size of the exhibit. It is highly popular and attracts thousands of visitors wherever it is on display. The 2018 Downtown Redevelopment Plan (Objective 3F and Policy 15) and the CRA 2021-2023 strategy calls for investment in cultural amenities in a way that reduces vacancy and provides free, family friendly entertainment options. The proposed program budget will be used for design and construction costs to create a gallery space, gallery operations (staffing/utilities/rent), artist fees and marketing/programming costs. Many of these elements are still in the planning phases and establishing a program budget is the next step to move forward with negotiating leases and service agreements. The CRA has until July 1, 2021 to finalize a location for the exhibit before the work will be released to other locations. If no viable solution can be found to show the work by that date, the approved funds will be available for other projects. Your approval is recommended. APPROPRIATION CODE AND AMOUNT: Funds are available in capital improvement project 3887552- R2002 Community Engagement and will be paid over three fiscal years FY20-21, FY21-22 and FY22-23. Cultural Affairs Coordinator Christopher Hubbard provided a PowerPoint presentation. In response to questions, Mr. Hubbard said the exhibit will be free for three years. Depending on the availability of the space, it is anticipated Draft Community Redevelopment Agency Meeting Minutes May 17, 2021 Page 4 City of Clearwater that the exhibit will be open at least three days a week during the day and open to schools. The $500,000 budget includes rent. He said staff is examining the possibility of holding the exhibit in the Main Library, allowing funds for rental fees to be directed to programming. If a facility is not secured by July 1, all associated funds will be available to support other CRA programs. Mr. Hubbard said the collection is composed of 25 large format photographs. Funding for security can be addressed within the existing budget. Interim CRA Executive Director Michael Delk said the Library is enthusiastic about accommodating the exhibit in the Main Library, which will be manageable and accessible. Mr. Hubbard said the most expansive build-out was $250,000 at the warehouse, which had no existing amenities or ADA access. The artist's fee is included in the $500,000 budget. Mr. Delk said most of the parking along the Bluff will be intact; the Main Library will be open during the Imagine Clearwater construction. Trustee Allbritton moved to approve a program budget of $500,000 for the purposes of establishing a three-year arts exhibition, gallery space and programming with the Clyde Butcher Gallery featuring the work of internationally renowned photographer, Clyde Butcher, and authorize the appropriate officials to execute same. The motion was duly seconded and carried unanimously. 4.2 Approve the transfer of Community Redevelopment Agency tax increment financing (TIF) funds to City of Clearwater construction projects for Wayfinding, Cleveland Streetscape Phase III, and the Mercado public plaza and authorize the appropriate official to execute same. The purpose of this item is to authorize the use of CRA funds towards the construction costs of three capital improvement projects identified in the 2018 Downtown Redevelopment plan. The CRA has reserved funds for the projects for several years as part of the capital improvement budgeting process. This agenda item will result in a transfer of funding from CRA project funds to City project funds. A full description of the projects and the approval of the construction budgets will be considered by City Council at their meeting on May 20, 2021. Wayfinding New wayfinding signage will be installed throughout downtown as part of a citywide wayfinding program. The CRA budgeted a total of $500,000 as a contribution for this program (fiscal years 2018 and 2019) and is now seeking Draft Community Redevelopment Agency Meeting Minutes May 17, 2021 Page 5 City of Clearwater approval to transfer $500,000 of County TIF from CRA Project code R2006, Infrastructure-County to the City’s Wayfinding project 315-92842 to fund construction. Streetscape Phase III and Mercado This streetscape project will result in a complete renovation of Cleveland Street from Missouri Avenue to South Highland Avenue including wider sidewalks, bicycle lanes, on-street parking, and enhanced landscaping. As part of this project, a new public plaza called the “Mercado” will be constructed at the intersection of Cleveland Street and Gulf to Bay Boulevard. The CRA Trustees approved the Mercado design in May 2020. The CRA budgeted $1,000,000 as a contribution for the streetscaping project in fiscal year 2018 and is now seeking approval to transfer $1,000,000 of TIF revenues to the City’s project 315-C2102, Downtown Streetscaping to fund construction. The CRA budgeted $500,000 in CRA project R2004, Economic Development-County for the construction of the Mercado. Construction costs for the Mercado have risen by $437,795 bringing the total costs of construction for the Mercado to $937,795. The increased costs will be included in CRA’s capital funding request for fiscal year 2021/22 to provide the remaining needed for this contract. Staff is seeking approval to fully fund construction of the Mercado as part of the city’s streetscaping contract with Gibbs & Register, Inc. This is a significant improvement and a new public space for the Downtown Gateway that has been in the planning stages for over a decade. This project will utilize County TIF funds. Your approval to transfer $937,795 of County TIF from CRA Project code R2004 to the City’s project 315-C2105, Mercado - Downtown Gateway, is recommended. APPROPRIATION CODE AND AMOUNT: 3887552-590800-R2006 - $500,000 for Downtown Wayfinding ENGF180001-TRF-TRNSFR - $1,000,000 for Streetscaping 3887552-590800-R2004 $ 500,000.00 - Gateway Mercado 3887552-590800-R2004 $ 437,795.00 (FY22) - Gateway Mercado In response to questions, Interim CRA Executive Director Michael Delk CRA funds may only be used in the CRA. The $500,000 is the CRA’s contribution to the City’s wayfinding program in the CRA area. Senior Landscape Architect Catherine Corcoran said the original $500,000 was an over-optimistic estimate for design and construction. The CRA supports the overall mission of the Cleveland Phase 3 streetscape and the Mercado project and saw value in contributing additional funding in order to move forward. Mr. Delk said, with regards to wayfinding, staff is trying to obtain consistency throughout the city. Staff developed a comprehensive Draft Community Redevelopment Agency Meeting Minutes May 17, 2021 Page 6 City of Clearwater wayfinding sign plan that is challenged with increased construction costs as projects are delayed. The City Manager said wayfinding is like beauty, it is in the eye of the beholder. some individuals value wayfinding sings and believe it is essential. Ms. Corcoran said the wayfinding signs are for today's Clearwater; the poles were made taller to accommodate additional signs in the future. Ms. Corcoran said Phase 1 of the wayfinding sign plan is mostly located in the CRA and includes several localized neighborhood features. The City Manager said the focus of the wayfinding plan is to direct individuals from US Hwy 19 to Downtown. Staff can build on that and include neighborhood features but some neighborhoods do not want to be discovered. If neighborhoods are included in the wayfinding plan, seeking feedback from neighborhood residents would be appropriate. Mr. Delk said the CRA generates approximately $1.5 million in annual revenue. He said wayfinding signs can become dated over time. The wayfinding program designed for Downtown in the early 2000s may not have the broad applicability citywide. He said QR codes are not included in this part of the wayfinding plan but can be implemented later. Comments were made that staff estimates should be more realistic to avoid coming back for funding increases. There was council consensus to move forward with the streetscape and Mercado. Trustee Beckman moved to approve the transfer of Community Redevelopment Agency tax increment financing (TIF) funds to City of Clearwater construction projects for Wayfinding, Cleveland Streetscape Phase III, and the Mercado public plaza and authorize the appropriate official to execute same. The motion was duly seconded and carried unanimously. 4.3 Approve an Amendment to Agreement between the Community Redevelopment Agency and Amplify Clearwater, a Florida non-profit corporation, to produce and manage Downtown Clearwater events through Dec. 31, 2021 and authorize the appropriate officials to execute same. In March 2020, the CRA entered into a grant agreement for $40,000 with Amplify Clearwater to find creative ways to use Downtown Clearwater’s public spaces and engage Clearwater residents and visitors through ten events of varying size. Due to the COVID-19 pandemic, events throughout the city of Clearwater have been cancelled or reduced in their size and scope in 2020 and 2021. Amplify has been unable to fulfill some portions of the work under the agreement's original terms, signed March 2020, as a result. Draft Community Redevelopment Agency Meeting Minutes May 17, 2021 Page 7 City of Clearwater The CRA proposes an amendment to its existing agreement with Amplify: • The event agreement originally spans April 1, 2020 through Sept. 30, 2021. The CRA and Amplify will extend this events agreement through Dec. 31, 2021. • Exhibit A of the original agreement details a scope of events including one large-scale event (1,000+ people). The CRA will remove the requirement for one large-scale event in 2021 and instead require a small-scale event that falls under the city’s events permitting requirements and CDC guidelines. • The final payment for events through this partnership will remain July 1, 2020. Any funds not spent by Dec. 31, 2021 for events or marketing associated with the original agreement will be returned to the CRA. • Amplify’s staff costs associated with events through the partnership total $11,530 as of March 2021, and Amplify’s total marketing costs associated with events through the partnership total $1,500. A list of events executed or underway is provided by Amplify (there are six as of April 2021). This program meets Objective 1H: Maintain, activate and program parks, plazas and recreational areas and Objective 3F: Promote the visual and performing arts in the downtown plan. It aligns with the CRA’s adopted strategy of creating and sharing positive stories about downtown. This grant will serve to incentivize activity in downtown, helping to foster a vibrant and active public realm, to create recreation and entertainment opportunities, to promote the visual and performing arts, and to support the community in creating a downtown they love. APPROPRIATION CODE AND AMOUNT: Funds for this contract are available in professional services 1889311-530100 In response to questions, CRA Public Relations Manager Rosemary D'Amour said Amplify Clearwater has one individual dedicated to marketing events. Any funds not spent will be returned to the CRA at the end of the agreement. The events currently in the planning process for later this year are tentative, allowing staff to alter the events as needed. CRA Business Assistance Administrator Howard Smith attends the Downtown Clearwater Merchants Association meetings and updates members on upcoming events in an effort to seek potential partnerships. She said the Open Call for event ideas is still open; staff will determine if ideas are feasible before pursuing an event. Trustee Bunker moved to approve an Amendment to Agreement between the Community Redevelopment Agency and Amplify Clearwater, a Florida non-profit corporation, to produce and Draft Community Redevelopment Agency Meeting Minutes May 17, 2021 Page 8 City of Clearwater manage Downtown Clearwater events through Dec. 31, 2021 and authorize the appropriate officials to execute same. The motion was duly seconded and carried unanimously. 4.4 Approve a Contract for Purchase of Real Property located at 701 Franklin Street between the Community Redevelopment Agency of the City of Clearwater (CRA) and the City of Clearwater (City) for a purchase price of $525,000, and authorize the appropriate officials to execute same, together with all other instruments required to affect closing. On April 7, 2021, the CRA published notice of RFP 34-21 in the Tampa Bay Times advertising its intention to dispose the real property located at 701 Franklin Street (“the Property”) and invited proposals to redevelop or rehabilitate the Property as an intermodal facility. The full Purchase Price has been reached through mutual agreement of the City of Clearwater City Council and the CRA Board of Trustees based on the CRA’s $525,000.00 acquisition cost of the Property in August 2019. Other notable terms: - The City will have up to 60 days to conduct due diligence. - Closing will occur within 120 days of the effective date but may close sooner. APPROPRIATION CODE AND AMOUNT: N/A Trustee Hamilton moved to approve a Contract for Purchase of Real Property located at 701 Franklin Street between the Community Redevelopment Agency of the City of Clearwater (CRA) and the City of Clearwater (City) for a purchase price of $525,000, and authorize the appropriate officials to execute same, together with all other instruments required to affect closing. The motion was duly seconded and carried unanimously. 4.5 Authorize the CRA Executive Director to prepare an agreement for the development and sale of the property at 115 South Martin Luther King, Jr. Avenue and the adjoining vacant lot for the purposes identified in RFP/Q 25-21. The purpose of this item is to select Equity as the winning respondent for RFP/Q 25-21 and to authorize the CRA Executive Director to prepare an agreement for the sale and redevelopment of the subject property based on the proposal submitted. Draft Community Redevelopment Agency Meeting Minutes May 17, 2021 Page 9 City of Clearwater After receiving a Letter of Interest and two verbal inquiries on the Community Redevelopment Agency (CRA) owned site at 115 South Martin Luther King, Jr. Avenue, the CRA issued an RFP to select a qualified applicant for the acquisition and development of the property located at 115 South Martin Luther King, Jr. Avenue and the adjoining vacant lot that sits on the NW corner of South Washington and Pierce Street as a restaurant, microbrewery/winery, creative office spaces or similar use designed to serve the surrounding neighborhood. This is a 1+/- acre site located downtown in the Prospect Lake Character District. The CRA received one response from Equity. The review committee read the proposal and evaluated the Developers Experience and Qualifications, Legal and Financial Feasibility, Ability to Meet Redevelopment Objectives, and Proposed Timeline for Construction. The applicant is proposing to demolish the existing warehouse and construct a live/work/play mixed use development. The project will include a 4,500sf brewery/restaurant with indoor and outdoor amenity space, an 11,000sf creative office and community event space under the CoHatch co-working concept and 35 apartment units. The applicant will purchase the property from the CRA for $650,000. The total estimated project cost is $14,815,000. They will provide 25% cash equity and will borrow the remaining 75% from one of three short-listed lenders that have funded projects with them in the past. The proposal was recommended to move forward for the following reasons: • The proposed mixed-use development meets downtown redevelopment goals of providing market rate rental housing, a brewpub, a co-working and a community gathering space that will serve the surrounding community • Preservation of existing healthy trees and greenspace to the maximum extent possible for use as an outdoor dining facility and neighborhood amenity • Utilizes or reconfigures the existing parking on site and a shared parking agreement with adjacent parking sites • Equity, CoHatch and North High Brewing have each successfully completed and sustained development projects in their areas of expertise • The applicant’s commitment to collaboratively designing the outdoor amenity space with the CRA. This includes utilizing the previously approved $250,000 incentive funds for outdoor amenities. • Reasonable financial plan and construction timeline The proposed project meets the goals outlined in RFP/Q 25-21 that are derived from the 2018 Clearwater Downtown Redevelopment plan. Staff recommends selecting Equity as the winning respondent for RFP/Q 25-21 and authorizing the CRA Executive Director to prepare an agreement for the sale and Draft Community Redevelopment Agency Meeting Minutes May 17, 2021 Page 10 City of Clearwater redevelopment of the subject property. In response to questions, Equity Development Officer Bruce Eisler said the initial preliminary ad shows studios and 1-bedroom apartments. There are a handful of 2 and 3-bedroom apartments. He said the apartments are still subject to design. CoHatch was founded in 2016 in Columbus, OH and is located in seven cities, including Tampa. The company typically remodels existing facilities to create their live, work, and play environment. He said CoHatch is a Christian-based program that provides donations to those in need in the local community. Trustee Allbritton moved to authorize the CRA Executive Director to prepare an agreement for the development and sale of the property at 115 South Martin Luther King, Jr. Avenue and the adjoining vacant lot for the purposes identified in RFP/Q 25-21. The motion was duly seconded and carried unanimously. 4.6 Authorize the Community Redevelopment Agency (CRA) Director to prepare a Loan to Grant Agreement with 527-531 Cleveland Street, LLC, in an amount not to exceed $500,000, for building improvements to implement the CRA Vacancy Reduction Grant Program (Part A) and authorize the appropriate officials to execute same. The purpose of this item is to request authorization for the CRA Director to prepare a loan to grant agreement with 527-531 Cleveland Street, LLC in an amount not to exceed $500,000 for interior and exterior building improvements as part of the CRA’s Vacancy Reduction grant program (Part A). Program Background On April 12, 2021, the CRA Trustees adopted a new grant program to reduce vacancy by encouraging private investment to establish new, pedestrian generating uses for ground floor, commercial properties within the CRA district. The program has two parts with a total program budget of $1 million dollars for 2021 and 2022. Part A funds interior and exterior buildouts of vacant spaces to attract the following kinds of businesses: • Retail and restaurant businesses • Personal Services Industries (e.g., barber and beauty shops, health spas, dance studios, photography and art studios, tailoring, and other similar services) • Galleries, theaters, other cultural and community gathering spaces Draft Community Redevelopment Agency Meeting Minutes May 17, 2021 Page 11 City of Clearwater Applications must include a concept site plan, interior and exterior concept plans, a narrative description of the proposed improvements, description of the future tenant/use, project timeline, and a scope of work with a minimum of two quotes from qualified vendors for completing the work. The total project cost is determined by the total costs of eligible grant expenses. The applicant must match the grant amount dollar for dollar on eligible expenses. The maximum grant amount per project for Part A is $500,000, which requires a total project cost of a minimum of $1,000,000. Part B provides additional funding for renovations and the purchase of specialty equipment for tenants and/or uses that will serve as a unique destination in downtown. This section requires the applicant submit additional information that illustrates how the proposed tenant will serve as a catalyst for an increased number of visitors downtown. The maximum grant amount per project for Part B is $500,000 which requires a total project cost of a minimum of $1,000,000. Matching funds cannot be counted twice. Any matching funds used for a Part A grant, cannot be used for Part B grant. Applicant Request The applicant has applied for a $1 million dollar grant from the CRA to combine two buildings, 527-531 Cleveland Street, to renovate approximately 11,000 square feet of vacant and underutilized space to support a full-service restaurant and six micro-breweries. One of the breweries will be part of an incubator program. The estimated total project cost is $2,041,775. The project will be a complete renovation of two buildings including new facades, new roof, windows, doors, electrical, mechanical, plumbing, HVAC, floor system and a fire sprinkler system. The current request does not include any kitchen or brewery incubator equipment. 527-531 Cleveland Street, LLC is the owner of the buildings. They will lease to Scorpion Hall as the master tenant who will then sub-lease to a restaurant and six micro-brewers. Scorpion Hall will also provide management services and incubator training. Daniels Ijakevs is the authorized decision maker for 527-531 Cleveland Street, LLC and the majority stakeholder in Scorpion Hall. He holds Entrepreneurship Center Management certification awarded by the International Business Innovation Association which he anticipates using to design and manage the brewery incubator program. The applicant believes that five micro-breweries with one “incubated brewer” is a catalytic use and qualifies for a Part B grant. Staff Recommendation The application and supplemental materials for Part A is substantially complete. The proposed use of a full-service restaurant and micro-breweries, the building improvements and the project location are consistent with the goals and objectives of the 2018 Downtown Redevelopment and 2021-2023 CRA Draft Community Redevelopment Agency Meeting Minutes May 17, 2021 Page 12 City of Clearwater Strategy. Specifically: 2018 Downtown Redevelopment Plan - Objective 1E: Maintain Cleveland Street as Downtown’s Main Street which is valued for its historic character and pedestrian scale Objective 2B: Strengthen Cleveland Street, Osceola and Fort Harrison Avenues as local, pedestrian oriented streets. Objective 4A: Encourage redevelopment that contains a variety of building forms and styles. CRA 2021-2023 Strategy: Focus Area Two: Increase investor confidence Objectives: 2.A. Attract $50 million dollars in private investment and 2.D. Reduce the number of ground floor, vacant commercial buildings by 10% Focus Area Three: Placemaking and Placekeeping Objective: 3.C. Improve the physical appearance of blighted residential and commercial properties The 500 block of Cleveland Street is a highly visible location in downtown and the current properties need significant improvement. The quality of the proposed improvements and the tenant mix justify a full Part A grant award. The applicant proposes a financial match from private equity sources and can meet the required 18-month construction timeline. Staff recommends establishing grant approval of up to a maximum of $500,000 for the proposed project and moving forward with developing a grant agreement that would return to the CRA Trustees for consideration at a future meeting. The application for Part B is incomplete and staff recommends the applicant consider bringing forward a complete request once sub-tenants have been identified and any of the information required on the application form Part B:1 can be provided. If the CRA Trustees wish to move forward with drafting a five-year loan to grant agreement for Part A, the following conditions will apply: 1. An accurate project budget including cost estimates and matching funds for eligible interior and exterior improvements that will establish the final CRA grant amount. 2. A building permit 3. A Clearwater Business Tax Receipt 4. A tenant lease 5. A payment schedule 6. A commitment to a five-year loan to grant agreement secured through one or more of the following methods: • A mortgage on the property • A personal guarantee • A promissory note Draft Community Redevelopment Agency Meeting Minutes May 17, 2021 Page 13 City of Clearwater APPROPRIATION CODE AND AMOUNT: Funds are available in CRA project code 3887552-R2003 ED-City In response to questions, Applicant Festus Porbeni said both grant requests must be approved at the same time in order for the grant request to work. The building was in disrepair when purchased. He said the current tenants cover the costs associated with maintenance and taxes but it has been difficult to attract tenants due to the renovations required and Downtown rental rates. He said the requested $1 million will be used to fix up the space; the second grant request will be used to purchase needed equipment. Assistant City Attorney Michael Fuino said Part A of the grant program is for building improvements, such as ADA requirements, facade and bathrooms, and provides a $500,000 maximum award. The applicant must present certain evidence, such newspaper articles, awards or previous successes, in order to reach the additional $500,000. Staff determined the applicant submitted an incomplete application because it lacked evidence that six tenants were confirmed; the application only details proposals for six businesses. Mr. Fuino said the applicant did not submit evidence of a catalytic element and does not meet the requirement for the additional $500,000 at this time. Applicant Daniels Ikajevs said tenant solicitations will not occur until there is CRA commitment. One does not build out space until there are tenants. Mr. Delk said one of the reasons why the building remains empty because it is not occupiable. He said staff supports the additional $500,000 but the property owner must make a stronger commitment for the tenants and the economic development portion of the project in order to qualify for Part B. The City Attorney said Part A is to get the structure in condition and Part B is to prepare for the catalytic occupancy and to have the catalytic occupants. Part B is not ready yet. The Trustees can approve Part A now. The Applicant may come back for Part B when ready. Discussion ensued with support expressed to fund Part A of the request now and fund Part B when the requirements are met. Trustee Beckman moved to authorize the Community Redevelopment Agency (CRA) Director to prepare a Loan to Grant Agreement with 527-531 Cleveland Street, LLC, in an amount not to exceed $500,000, for building improvements to implement the CRA Vacancy Reduction Grant Program (Part A) Draft Community Redevelopment Agency Meeting Minutes May 17, 2021 Page 14 City of Clearwater and authorize the appropriate officials to execute same. The motion was duly seconded and carried unanimously. 5. Director's Report – None. 6. Adjourn The meeting adjourned at 9:26 a.m. Chair Community Redevelopment Agency Attest City Clerk Draft Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#21-9455 Agenda Date: 8/16/2021 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Community Redevelopment Agency Agenda Number: 4.1 SUBJECT/RECOMMENDATION: Annual Financial Report SUMMARY: Page 1 City of Clearwater Printed on 8/10/2021 Clearwater Community Redevelopment Agency (A Component Unit of the City of Clearwater, Florida) Annual Financial Report Year Ended September 30, 2020 This Page Intentionally Left Blank CLEARWATER COMMUNITY REDEVELOPMENT AGENCY (A Component Unit of the City of Clearwater, Florida) ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2020 Frank V. Hibbard Chair David Allbritton Trustee Kathleen Beckman Trustee Mark Bunker Trustee Hoyt Hamilton Trustee Amanda Thompson CRA Executive Director PREPARED BY: CITY OF CLEARWATER FINANCE DEPARTMENT CLEARWATER COMMUNITY REDEVELOPMENT AGENCY (A Component Unit of the City of Clearwater, Florida) ANNUAL FINANCIAL REPORT YEAR ENDED SEPTEMBER 30, 2020 TABLE OF CONTENTS Independent Auditors’ Report 1 - 2 Management’s Discussion and Analysis 3 - 11 Basic Financial Statements Government-Wide Financial Statements: Statement of Net Position - Governmental Activities 13 Statement of Activities - Governmental Activities 14 Fund Financial Statements: Balance Sheet – Governmental Funds 15 Reconciliation of the Governmental Funds Balance Sheet to the Statement of Net Position 16 Statement of Revenues, Expenditures, and Changes in Fund Balance - Governmental Funds 17 Reconciliation of the Change in Fund Balance of the Governmental Funds to the Statement of Activities 18 Statement of Revenues, Expenditures, and Changes in Fund Balance - Budget and Actual - General Fund 19 Notes to the Financial Statements 20 - 26 Compliance Section Independent Auditor’s Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards 27 - 28 Management Letter 29 - 30 Independent Accountants’ Report on Compliance with Section 218.415, Florida Statutes 31 Independent Accountants’ Report on Compliance with Redevelopment Trust Fund 32 INDEPENDENT AUDITORS’ REPORT To the Honorable Chair and Trustees Clearwater Community Redevelopment Agency We have audited the accompanying financial statements of the governmental activities and each major fund of the Clearwater Community Redevelopment Agency (“Agency”) as of and for the year ended September 30, 2020, and the related notes to the financial statements, which collectively comprise the Agency’s basic financial statements as listed in the table of contents. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility Our responsibility is to express opinions on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions. Opinions In our opinion, the financial statements referred to above present fairly, in all material respects, the respective financial position of the governmental activities and each major fund of the Clearwater Community Redevelopment Agency, as of September 30, 2020, and the respective changes in financial position and the respective budgetary comparison for the General Fund for the year then ended in accordance with accounting principles generally accepted in the United States of America. Carr, Riggs & Ingram, LLC 600 Cleveland Street Suite 1000 Clearwater, FL 33755 727.446.0504 727.461.7384 (fax) CRIcpa.com 1 Other Matters Required Supplementary Information Accounting principles generally accepted in the United States of America require that the management’s discussion and analysis be presented to supplement the basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board, who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management’s responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated May 10, 2021 on our consideration of the Agency’s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts and grant agreements and other matters. The purpose of that report is solely to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the Agency’s internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Agency’s internal control over financial reporting and compliance. CARR, RIGGS & INGRAM, LLC Clearwater, Florida May 10, 2021 2 3 Management’s Discussion and Analysis As management of the Clearwater Community Redevelopment Agency (CRA), we offer readers of the CRA’s financial statements this narrative overview and analysis of the financial activities of the CRA for the fiscal year ended September 30, 2020, with comparisons to prior year performance. We encourage readers to consider the information presented here in conjunction with the statements and related notes contained in the Financial Section. Financial Highlights The assets of the Clearwater Community Redevelopment Agency exceeded its liabilities as of September 30, 2020 by $14,358,706 (net position). Of this amount, $6,404,891 is invested in capital assets and $7,953,815 is restricted for community redevelopment activities. The CRA’s total net position increased by $2,026,354 during the fiscal year ended September 30, 2020. Expenses decreased $108,483 from the prior year, primarily due to a reduction in spending resulting from the COVID-19 pandemic. Program revenues increased $2,368 (3.3%), primarily due to an increase in the payment received from the Clearwater Downtown Development Board (DDB) for administrative services provided by CRA staff. General revenues increased $371,621 due to increased TIF revenues from Pinellas County, the City of Clearwater, and the Clearwater Downtown Development Board as a result of increased property tax values in the CRA district, offset by a decrease of $194,937 in interest earnings resulting from a reduction in interest rates as well as the market valuation of investments. Overview of Financial Statements This discussion and analysis are intended to serve as an introduction to the Clearwater Community Redevelopment Agency’s basic financial statements. The CRA’s basic financial statements are comprised of three components: 1) government-wide financial statements, 2) fund financial statements, and 3) notes to the financial statements. Government-Wide Financial Statements The government-wide financial statements are designed to provide readers with a broad overview of the Clearwater Community Redevelopment Agency’s finances, in a manner similar to a private-sector business. The statement of net position presents information on all of the CRA’s assets and liabilities, with the differences between the two reported as net position. Over time, increases or decreases in net position may serve as a useful indicator of whether the financial position of the CRA is improving or deteriorating. The statement of activities presents information showing how the government’s net position changed during the most recent fiscal year. All changes in net position are reported as soon as the underlying event giving rise to the change occurs, regardless of the timing of related cash flows. Thus, revenues and expenses are reported in this statement for some items that will only result in cash flows in future fiscal periods (e.g., uncollected taxes). 4 Fund Financial Statements A fund is a grouping of related accounts that is used to maintain control over resources that have been segregated for specific activities or objectives. The Clearwater Community Redevelopment Agency, like other state and local governments, uses fund accounting to ensure and demonstrate compliance with finance-related legal requirements. CRA activities are accounted for in a General Fund and a Capital Projects Fund. Governmental funds are used to account for essentially the same functions reported as governmental activities in the government-wide financial statements. However, unlike the government-wide financial statements, governmental fund financial statements focus on near-term inflows and outflows of spendable resources, as well as on balances of spendable resources available at the end of the fiscal year. Such information may be useful in evaluating a government’s near-term financing requirements. Because the focus of governmental funds is narrower than that of the government-wide financial statements, it is useful to compare the information presented for governmental funds with similar information presented for governmental activities in the government-wide financial statements. By doing so, readers may better understand the long-term impact of the government’s near-term financing decisions. Both the governmental fund balance sheet and the governmental fund statement of revenues, expenditures, and changes in fund balances provide a reconciliation to facilitate this comparison between governmental funds and governmental activities. The Clearwater Community Redevelopment Agency adopts an annual appropriated budget for its general fund. A budgetary comparison statement has been provided for the general fund to demonstrate compliance with this requirement. Notes to the Financial Statements The notes provide additional information that is essential to a full understanding of the data provided in the government-wide and fund financial statements. 5 Government-Wide Financial Analysis As noted earlier, net position may serve over time as a useful indicator of a government’s financial position. In the case of the Clearwater Community Redevelopment Agency, assets exceeded liabilities by $14,358,706 at the close of the most recent fiscal year. The following table provides a summary of the CRA’s net position: Clearwater Community Redevelopment Agency Summary of Net Position September 30, 2020 and 2019 Governmental Activities  Total   2020  2019  2020  2019  ASSETS AND DEFERRED OUTFLOWS  Current and other assets  $8,341,989  $8,318,275  $8,341,989  $8,318,275  Capital assets(net)      6,404,891      4,440,155       6,404,891        4,440,155  Total assets      14,746,880      12,758,430       14,746,880        12,758,430  Total assets and deferred outflows of resources      14,746,880      12,758,430       14,746,880        12,758,430    LIABILITIES AND DEFERRED INFLOWS  Current and other liabilities      388,174      426,078       388,174        426,078  Total liabilities      388,174      426,078       388,174        426,078  Total liabilities and deferred inflows of resources      388,174      426,078       388,174        426,078    NET POSITION  Net investment in capital assets       6,404,891      4,440,155       6,404,891        4,440,155  Restricted      7,953,815      7,892,197       7,953,815        7,892,197  Total net position  $14,358,706  $12,332,352  $14,358,706  $12,332,352    6 The following table provides a summary of the Clearwater Redevelopment Agency’s changes in net position for the years ended September 30, 2020 and 2019: Clearwater Community Redevelopment Agency Summary of Changes in Net Position Years Ended September 30, 2020 and 2019 Governmental Activities  Total  2020  2019  2020  2019  REVENUES   Program revenues:   Charges for services  $73,512  $71,144  $73,512  $71,144  General revenues:   Intergovernmental ‐ tax increment      4,082,587      3,710,966       4,082,587        3,710,966  Investment earnings (loss)      158,367      353,304       158,367        353,304  Total revenues       4,314,466      4,135,414       4,314,466        4,135,414  EXPENSES   Governmental activities:   Economic Environment      2,288,112      2,396,595       2,288,112        2,396,595  Total expenses       2,288,112      2,396,595       2,288,112        2,396,595  Change in net position       2,026,354      1,738,819       2,026,354        1,738,819  Net position ‐ beginning       12,332,352      10,593,533       12,332,352        10,593,533  Net position ‐ ending  $14,358,706  $12,332,352  $14,358,706  $12,332,352  Governmental Activities The increase in governmental activities net position in fiscal 2020 totaled $2,026,354 as compared to an increase in net position of $1,738,819 in fiscal 2019. Key elements of this change are as follows:  Total expenses decreased $108,483 (4.5%) primarily due to a reduction in spending resulting from the COVD-19 pandemic.  Total program revenues increased $2,368 (3.3%), primarily due to an increase in the payment received from the Clearwater Downtown Development Board (DDB) for administrative services provided by CRA staff.  Total general revenues increased $371,621 (10.0%) due to increased TIF revenues from Pinellas County, the City of Clearwater, and the Clearwater Downtown Development Board as a result of increased property tax values in the CRA district, offset by a decrease of $194,937 (55.2%) in interest earnings resulting from a reduction in interest rates as well as the market valuation of investments. 7 Expenses and Program Revenues – Governmental Activities Functions/Programs  Expenses  % of Total  Program Revenues  % of Total   Net (Expense)  Revenue  Economic Environment  $2,288,112  100.00%  $73,512  100.00%  ‐$2,214,600  Total  $2,288,112  100.00%  $73,512  100.00%  ‐$2,214,600    $2,288,112 $73,512 $0 $500,000 $1,000,000 $1,500,000 $2,000,000 $2,500,000 Economic Environment Expenses and Program Revenues ‐ Governmental Activities Program Revenues Expenses 8 Revenues by Source – Governmental Activities Revenues Source  Revenue  % of Total  Charges for services  $73,512  1.70%  Intergovernmental ‐ tax increment      4,082,587  94.63%  Investment earnings (loss)      158,367  3.67%  Total  $4,314,466  100.00%  1.70% 94.63% 3.67% Revenues by Source Charges for services Intergovernmental ‐ tax increment Investment earnings (loss) 9 Financial Analysis of the Clearwater Community Redevelopment Agency’s Funds As noted earlier, the Clearwater Community Redevelopment Agency uses fund accounting to ensure and demonstrate compliance with finance related requirements. Governmental Funds The focus of the Clearwater Community Redevelopment Agency’s general fund is to provide information on near term inflows, outflows, and balances of spendable resources. Such information is useful in assessing the CRA’s financing requirements. In particular, unassigned fund balance may serve as a useful measure of a government’s net resources available for spending at the end of the fiscal year. As of the end of the current fiscal year, the CRA’s general fund reported an ending fund balance of $131,643, an increase of $131,643 for fiscal 2020 in comparison with an increase of $0 for the prior year. The entire amount of $131,643 is reserved for encumbrances and is reported as restricted fund balance. The fund balance of the capital projects fund decreased $70,025 during fiscal 2020, from $7.89 million to $7.82 million, due to capital outlay of $2.0 million for the purchase of several downtown properties to be offered for redevelopment. The fund balances are restricted, and only available for spending to preserve and enhance the tax base per the redevelopment trust fund established pursuant to Chapter 163.387, Florida Statutes, City of Clearwater Ordinance 7214-03, and Pinellas County Ordinance 04-10. General Fund Budgetary Highlights Final budgeted General Fund revenues are $325,810 greater than original budgeted revenues, as a result of an increase in the estimate of TIF revenues from Pinellas County, the City of Clearwater, and the Clearwater Downtown Development Board in the amount of $297,325, and an increase in the estimate of interest earnings of $28,485. Final budgeted General Fund expenditures are $18,580 greater than original budgeted expenditures, as a result of an increase of $2,000 in the training and reference line item for additional conference registrations, and an increase of $16,580 in the reimbursement to the Clearwater Downtown Development Board of TIF revenues received due to higher property values than originally anticipated. Final budgeted General Fund transfers out are $307,230 greater than original budgeted transfers out, as a result of a mid-year budget amendment to transfer additional TIF revenues and interest earnings to the capital projects fund for Economic Development-City ($174,252) and Housing-County ($132,978). Total actual expenditures were less than final budgeted expenditures in the amount of $273,693, due to expenditures being less than anticipated in most categories as a result of the COVID-19 pandemic. 10 Capital Assets Capital assets include land, buildings and building improvements, improvements other than buildings, and machinery and equipment. At September 30, 2020, the Clearwater Community Redevelopment Agency had investments in capital assets totaling $6,404,891 (net of accumulated depreciation). Governmental Activities  Total  2020  2019  2020  2019  Land  $5,765,288  $4,281,706  $5,765,288  $4,281,706  Buildings       586,340      157,163      586,340        157,163  Construction in progress       53,263      1,286      53,263        1,286  Capital assets, net  $6,404,891  $4,440,155  $6,404,891  $4,440,155  Net capital assets for the CRA’s governmental activities increased from $4.4 million to $6.4 million, reflecting an increase of $2.0 million for the current year. Capital asset additions of $2.0 million were offset by depreciation expense of $29 thousand. There were no asset retirements or completions of capital projects during the year. Land and buildings consist of properties purchased by the CRA to be offered to for redevelopment opportunities intended to attract people to live, work and play downtown. Construction in progress consists of design work for a dynamic public plaza space at the intersection of Cleveland Street and Gulf to Bay Boulevard to be incorporated with the larger Cleveland Street Streetscape Phase III project, currently underway by the City. Long-Term Debt The Clearwater Community Redevelopment Agency’s tax increment revenues are not pledged externally to any lender for any indebtedness related to the CRA. Economic Factors and Next Year’s Budgets and Rates Factors considered in preparing the Clearwater Community Redevelopment Agency’s budget for fiscal year 2021 included:  Taxable real property values increased 9.85% in the original CRA district, from $413.0 million to $453.7 million. In the expanded CRA district, taxable municipal property values increased 14.36%, from $111.4 million to $127.4 million, while taxable county property values increased 14.32%, from $111.7 million to $127.7 million. The difference between municipal and county taxable values is due to an additional homestead exemption offered by the City of Clearwater to low-income seniors. The tax increment received by the CRA from Pinellas County, the City of Clearwater and the Clearwater Downtown Development Board is based on the increase in taxable value in the CRA district over a base year, which is identified as 1981 for the original CRA district and 2004 for the expanded CRA district. 11  The CRA entered into an interlocal agreement with the Clearwater Downtown Development Board to provide personnel, administrative and management services for fiscal year 2021. This agreement has been in place since fiscal year 2000. It provides for the Clearwater Downtown Development Board to pay the CRA $76,085 for these services in fiscal year 2021, an increase of 3.5% over the previous year. It also provides for the CRA to return the tax increment payment received from the Clearwater Downtown Development Board pursuant to Florida Statue 163.387 in exchange for the performance of certain responsibilities and functions consistent with and in furtherance of the Downtown Redevelopment Plan.  The CRA entered into an interlocal agreement with the City of Clearwater to provide staffing and administrative services to the CRA for fiscal year 2021, and to provide for the reimbursement of certain expenses by the CRA to the City.  The CRA entered into an interlocal agreement with the City of Clearwater to provide funding in the amount of $250,268 for fiscal year 2021 to underwrite the cost of additional community policing services performed by the Clearwater Police Department in the Downtown Gateway District, Prospect Lake District, and the Downtown Core District encompassed by the CRA to address quality of life issues, drug dealing, prostitution and homelessness. Request for Information This financial report is designed to provide a general overview of the Clearwater Community Redevelopment Agency’s finances for all those with an interest in the government’s finances. Questions concerning any of the information provided in this report or requests for additional financial information should be addressed to the City of Clearwater, Finance Department, 100 S. Myrtle Avenue, Clearwater, Florida 33756-5520. 12   This Page Intentionally Left Blank Governmental Activities ASSETS Current assets: Cash and cash equivalents $ 8,334,310 Receivables 7,679 Total current assets 8,341,989 Noncurrent assets: Capital assets: Land 5,765,288 Buildings 586,340 Construction in Progress 53,263 Total noncurrent assets 6,404,891 Total assets 14,746,880 LIABILITIES Accounts payable and other current liabilities 11,625 Accrued liabilities 3,109 Due to other governments 373,440 Total liabilities 388,174 NET POSITION Net investment in capital assets 6,404,891 Restricted for: Community Redevelopment 7,953,815 Total net position $ 14,358,706 The notes to financial statements are an integral part of this statement. Clearwater Community Redevelopment Agency Statement of Net Position September 30, 2020 (A Component Unit of the City of Clearwater, Florida) 13 Functions/Programs Expenses Charges for Services Operating Grants and Contributions Capital Grants and Contributions Governmental Activities Governmental activities: Economic Environment $ 2,288,112 $ 73,512 $ - $ - $ (2,214,600)Total governmental activities $ 2,288,112 $ 73,512 $ - $ - (2,214,600) 4,082,587 158,367 4,240,954 2,026,354 12,332,352 $ 14,358,706 Clearwater Community Redevelopment Agency Statement of Activities For the Year Ended September 30, 2020 (A Component Unit of the City of Clearwater, Florida) Change in net position Net position - beginning Net position - ending The notes to financial statements are an integral part of this statement. Net (Expense) Revenue and Changes in Net PositionProgram Revenues General revenues: Intergovernmental - tax increment Investment earnings (loss) Total general revenues 14 General Fund Capital Projects Fund Total Governmental Funds ASSETS Cash and cash equivalents $ 498,394 $ 7,835,916 $ 8,334,310 Accrued interest 7,679 - 7,679 Total assets $ 506,073 $ 7,835,916 $ 8,341,989 LIABILITIES Accounts and contracts payable $ 990 $ 10,635 $ 11,625 Accrued payroll - 3,109 3,109 Due to other governments 373,440 - 373,440 Total liabilities 374,430 13,744 388,174 FUND BALANCES (DEFICITS) Restricted 131,643 7,822,172 7,953,815 Total fund balances (deficits) 131,643 7,822,172 7,953,815 Total liabilities and fund balances (deficits) $ 506,073 $ 7,835,916 $ 8,341,989 The notes to financial statements are an integral part of this statement. Clearwater Community Redevelopment Agency Balance Sheet Governmental Funds September 30, 2020 (A Component Unit of the City of Clearwater, Florida) 15 $7,953,815 6,435,133 (30,242) 6,404,891 $14,358,706 The notes to financial statements are an integral part of this statement. Clearwater Community Redevelopment Agency (A Component Unit of the City of Clearwater) Reconciliation of the Balance Sheet to the Statement of Net Position September 30, 2020 Fund balances of governmental funds Amounts reported for governmental activities in the statement of net position are different because: Capital assets used in governmental activities are not financial resources and are not reported in the funds. Cost of capital assets Less: Accumulated Depreciation Net position of governmental activities 16 General Fund Capital Projects Fund Total Governmental Funds REVENUES Intergovernmental revenue - tax increment $ 4,082,587 $ - $ 4,082,587 Investment earnings (loss): Interest 124,495 - 124,495 Net appreciation (depreciation) in fair value 33,872 - 33,872 Total investment earnings (loss) 158,367 - 158,367 Miscellaneous 73,512 - 73,512 Total revenues 4,314,466 - 4,314,466 EXPENDITURES Current: Economic Development 893,650 1,365,541 2,259,191 Capital outlay: Economic Development - 1,993,657 1,993,657 Total expenditures 893,650 3,359,198 4,252,848 Excess (deficiency) of revenues over expenditures 3,420,816 (3,359,198) 61,618 OTHER FINANCING SOURCES (USES) Transfers in - 3,289,173 3,289,173 Transfers out (3,289,173) - (3,289,173) Total other financing sources (uses) (3,289,173) 3,289,173 - Net change in fund balances 131,643 (70,025) 61,618 Fund balances - beginning - 7,892,197 7,892,197 Fund balances - ending $ 131,643 $ 7,822,172 $ 7,953,815 The notes to financial statements are an integral part of this statement. Clearwater Community Redevelopment Agency Statement of Revenues, Expenditures and Changes in Fund Balances Governmental Funds For the Year Ended September 30, 2020 (A Component Unit of the City of Clearwater, Florida) 17 $61,618 1,993,657 (28,921) 1,964,736 $2,026,354 The notes to financial statements are an integral part of this statement. Clearwater Community Redevelopment Agency (A Component Unit of the City of Clearwater) Reconciliation of the Statement of Revenues, Expenditures and Changes in Fund Balances to the Statement of Activities For the Year Ended September 30, 2020 Net change in fund balances - total governmental funds Amounts reported for governmental activities in the statement of net position are different because: Governmental funds report capital outlays as expenditures while governmental activities report depreciation expense to allocate these costs over the life of the assets. This is the amount by which capital outlays exceeded depreciation in the current period. Expenditures for capital assets Less: Current year depreciation Change in net position of governmental activities 18 Variance with Original Final Actual Final Budget REVENUES Intergovernmental revenue - local $ 3,785,262 $ 4,082,587 $ 4,082,587 $ - Investment earnings (loss): Interest 50,000 78,485 124,495 46,010 Net appreciation (depreciation) in fair value - - 33,872 33,872 Total investment earnings (loss) 50,000 78,485 158,367 79,882 Miscellaneous 73,512 73,512 73,512 - Total revenues 3,908,774 4,234,584 4,314,466 79,882 EXPENDITURES Current: Economic Environment 1,148,763 1,167,343 893,650 273,693 Total current 1,148,763 1,167,343 893,650 273,693 Capital Outlay: Total capital outlay - - - - Total expenditures 1,148,763 1,167,343 893,650 273,693 Excess (deficiency) of revenues over expenditures 2,760,011 3,067,241 3,420,816 353,575 OTHER FINANCING SOURCES (USES) Transfers out (2,760,011) (3,067,241) (3,289,173) (221,932) Total other financing sources (uses) (2,760,011) (3,067,241) (3,289,173) (221,932) Net change in fund balances - - 131,643 131,643 Fund balances - beginning - - - - Fund balances - ending $ - $ - $ 131,643 $ 131,643 Budgeted Amounts The notes to financial statements are an integral part of this statement. Clearwater Community Redevelopment Agency General Fund Statement of Revenues, Expenditures, and Changes in Fund Balances – Budget and Actual For the Year Ended September 30, 2020 (A Component Unit of the City of Clearwater, Florida) 19 CLEARWATER COMMUNITY REDEVELOPMENT AGENCY (A Component Unit of the City of Clearwater, Florida) Notes to the Financial Statements September 30, 2020 20 (1) Summary of Significant Accounting Policies In 1981, the City of Clearwater (City) initially established a Community Redevelopment Agency (CRA), generally encompassing 260 acres, excluding existing rights-of-way, within an area generally described as Jones and Grove Streets to the north, Chestnut, Turner and Gould Streets to the south, Clearwater Bay to the west, and Missouri and Frederica Avenues to the east. The CRA was expanded in 2002 with approval of the City and the Pinellas County Board of Commissioners to incorporate the eastern gateway area to downtown now referred to as the “Downtown Gateway.” The expansion area contains approximately 228 acres, excluding existing rights-of-way, abutting and to the east of the original CRA, more generally described as the area lying east of Greenwood and Missouri Avenues, east to Highland Avenue, and bounded to the north by Drew Street, and to the south by Court Street. In 2004, the City and Pinellas County approved a significant update to the Clearwater Downtown Redevelopment Plan that set forth an ambitious list of capital improvement projects and strategies for reducing blight and spurring economic redevelopment, for a duration of thirty years. As a condition of CRA expansion, the CRA was required to update Pinellas County on its progress in implementing the 2004 redevelopment plan after a 15-year time period. On February 26, 2019, the County voted unanimously to continue its support of the CRA as an urban revitalization area and to fund the CRA at 95% of the eligible tax increment for another 15 years, to 2034. The CRA is funded primarily by tax increment financing (TIF) revenues collected from Pinellas County, the City of Clearwater, and the Clearwater Downtown Development Board. TIF revenues are based on the increase in taxable value in the CRA district over a base year, which is identified as 1981 for the original CRA district and 2004 for the expanded CRA district. The Clearwater City Council serves as the governing board of the CRA, and City management has operational responsibility for the CRA. The CRA does not have any employees. The CRA maintains its accounting records in accordance with generally accepted accounting principles (GAAP) as applied to government units. The Governmental Accounting Standards Board (GASB) is the accepted standard-setting body for establishing governmental accounting and financial reporting principles. The more significant of the CRA’s accounting policies are described below. (a) Reporting Entity The Governmental Accounting Standards Board requires that these financial statements disclose any component units of the Clearwater Community Redevelopment Agency. Component units generally are legally separate entities for which a primary government is financially accountable. In addition, the primary government is able to impose its will upon the component unit, or there is a possibility that the component unit may provide specific financial benefits or impose specific financial burdens on the primary government. The CRA does not have any component units. The CRA a component unit of the City of Clearwater and, therefore, is reported as a blended component unit in the City’s Comprehensive Annual Financial Report in accordance with generally accepted accounting principles. CLEARWATER COMMUNITY REDEVELOPMENT AGENCY (A Component Unit of the City of Clearwater, Florida) Notes to the Financial Statements September 30, 2020 21 (b) Government-Wide and Fund Financial Statements The government-wide financial statements (the statement of net position and the statement of activities) report information on all of the activities of the primary government. Governmental activities normally are supported by tax increment financing collected from the Pinellas County, the City of Clearwater, and the Clearwater Downtown Development Board, which are reported as intergovernmental revenues. The statement of activities demonstrates the degree to which the direct expenses of a given function or segment is offset by program revenues. Direct expenses are those that are clearly identifiable with a specific function or segment. Program revenues include 1) charges to customers or applicants who purchase, use, or directly benefit from goods, services, or privileges provided by a given function or segment and 2) grants and contributions that are restricted to meeting the operational or capital requirements of a particular function or segment. Other items not properly included among program revenues are reported instead as general revenues. Separate financial statements are provided for the governmental funds. Since the governmental fund financial statements are presented on a different measurement focus and basis of accounting than the government-wide statements’ governmental activities column, a reconciliation is presented on the page following each statement, which briefly explains the adjustments necessary to reconcile the fund based financial statements to the governmental activities column of the government-wide presentation. (c) Measurement Focus, Basis of Accounting, and Financial Statement Presentation The government-wide financial statements are reported using the economic resources measurement focus and the accrual basis of accounting. Revenues are recorded when earned and expenses are recorded when a liability is incurred, regardless of the timing of related cash flows. Grants and similar items are recognized as revenue as soon as all eligibility requirements imposed by the provider have been met. Governmental fund financial statements are reported using the current financial resources measurement focus and the modified accrual basis of accounting. Revenues are recognized as soon as they are both measurable and available. Revenues are considered to be available when they are collectible within the current period or soon enough thereafter to pay liabilities of the current period. For this purpose, the government considers revenues to be available if they are collected within sixty days of the end of the current fiscal period. Expenditures generally are recorded when a liability is incurred, as under accrual accounting. Interest income associated with the current fiscal period is considered to be susceptible to accrual and so has been recognized as revenues of the current fiscal period. All other revenue items are considered to be measurable and available only when cash is received by the CRA. CLEARWATER COMMUNITY REDEVELOPMENT AGENCY (A Component Unit of the City of Clearwater, Florida) Notes to the Financial Statements September 30, 2020 22 The CRA reports the following major governmental funds: The general fund is the government’s primary operating fund, and includes the services, supplies and expenditures that occur during the fiscal year to conduct the CRA’s daily operations. The capital projects fund is used to account for capital improvements and funding for established programs whose work extends beyond one fiscal year. Funds are appropriated to specific redevelopment projects in support of the Clearwater Downtown Redevelopment Plan, which was most recently updated in 2018. (d) Budgets An annual appropriated budget is legally adopted by the Trustees by resolution on a basis consistent with generally accepted accounting principles for the general fund. The budget is controlled at the fund level. The Trustees are authorized to transfer budgeted amounts within the general fund. In instances where appropriations and estimated revenues have been amended during the year by resolution, budget data presented in the financial statements represent final authorized amounts. Encumbrances outstanding at year-end are not reappropriated as part of the subsequent year’s budget. (e) Encumbrances Encumbrance accounting is used in governmental funds to ensure effective budgetary control and accountability and to facilitate effective cash planning and control. At September 30, 2020, encumbrances expected to be honored upon performance by the vendor in the coming year were: General fund $ 131,643 Capital projects fund 806,674 $ 938,317 (f) Cash and Investments The Clearwater Community Redevelopment Agency does not currently maintain accounts with either financial institutions or brokerages titled under its name. Cash and cash equivalents as presented in these financial statements reflects the CRA’s equity in the City of Clearwater’s pooled cash and investments and for purposes of these financial statements are considered demand deposits. All investments are governed by the City’s Investment Policy, adopted on September 9, 2010. Investments with original maturities of three months or less are considered to meet the definition of cash equivalents. The majority of the investments in which the City’s funds have equity are held by the City’s consolidated pool of cash and investments. CLEARWATER COMMUNITY REDEVELOPMENT AGENCY (A Component Unit of the City of Clearwater, Florida) Notes to the Financial Statements September 30, 2020 23 The City utilizes a consolidated cash pool to account for cash and investments of all City funds other than those which are required by ordinance to be physically segregated. The CRA is a participant in the City’s pooled cash and investments program. The consolidated cash pool concept allows each participating fund to benefit from the economies of scale and improved yield which are inherent to a larger investment pool. Formal accounting records detail the individual equities of the participating funds. The cash pool utilizes a single checking account for all receipts and disbursements. Since fund equities in this cash management pool have the general characteristics of demand deposits in that additional funds may be deposited at any time and also funds may be withdrawn at any time without prior notice or penalty, each fund’s equity account is considered a cash equivalent regardless of the maturities of investments held by the pool. (g) Fund Balance The Clearwater Community Redevelopment Agency classifies the elements of fund balance in accordance with GASB Statement No. 54, Fund Balance Reporting and Governmental Fund Type Definition. The objective of this statement is to enhance the usefulness of fund balance information by providing clearer fund balance classifications that can be more consistently applied. This statement establishes fund balance classifications that comprise a hierarchy based primarily on the extent to which the CRA is bound to observe constraints imposed upon the use of the resources reported in the general fund. Each classification of fund balance is based on the relative strength of the constraints that control how specific amounts can be spent. The order of spending would follow the same hierarchy; that is, if an amount for a specific purpose is categorized as restricted or committed, then spending for such purpose would come from that classification before any lower classification. Nonspendable fund balance represents amounts that cannot be spent, such as inventories, prepaid amounts, property held for resale, long-term notes receivable and amounts that are legally or contractually required to remain intact. Restricted fund balance includes amounts that can be spent only for the specific purposes stipulated by constitution, external resource providers, or through enabling legislation. Committed fund balance includes amounts that can be used only for the specific purposes determined by the highest level of legal authority of the Trustees, a resolution, and can only be changed by the same action. Assigned fund balance includes amounts that are intended to be used by the Trustees for specific purposes but do not meet the criteria to be classified as restricted or committed because they are supported by management’s intent rather than a formal action of the Trustees. Unassigned fund balance represents the residual amount of fund balance not contained in the other classifications. The Clearwater Community Redevelopment Agency has not adopted a minimum fund balance policy. CLEARWATER COMMUNITY REDEVELOPMENT AGENCY (A Component Unit of the City of Clearwater, Florida) Notes to the Financial Statements September 30, 2020 24 (2) Deposits and Investments Cash and cash equivalents as of September 30, 2020 are as follows: Demand deposits $8,334,310 Interest Rate Risk As a means of limiting exposure to fair value losses arising from rising interest rates, the City’s pooled cash investment policy prohibits investments in securities maturing more than fifteen years from the date of purchase, unless matched to a specific cash flow requirement. Additionally, the policy allows no more than 10% of the portfolio to have maturities in excess of ten years unless specifically matched against a debt or obligation. Finally, the investment policy states that it is the City’s intent to keep the weighted average maturity to three years or less, except for temporary situations due to market conditions and/or cash needs when the average maturity may exceed three years but shall not exceed five years. Credit Risk The City’s pooled cash investment policy, in accordance with Florida Statutes, allows investments in direct obligations of the United States, federal agencies, debt issued by the State of Florida or any political subdivision, and commercial paper of prime quality of the highest letter and numerical rating as provided by at least one nationally recognized rating service. Concentration of Credit Risk The City’s pooled cash investment policy limits the investment in any one issuer to 40% of the portfolio. Custodial Credit Risk Monies on deposit with financial institutions are held in qualified public depositories pursuant to Chapter 280, Florida Statutes, which provides protection against any loss to public depositors. Consistent with the City’s investment policy, investments securities owned by the City are held by the City’s custodian in the City’s name and all purchases use the “delivery vs. payment” procedure. (3) Capital Assets Capital asset activity for the year ended September 30, 2020 is as follows: CLEARWATER COMMUNITY REDEVELOPMENT AGENCY (A Component Unit of the City of Clearwater, Florida) Notes to the Financial Statements September 30, 2020 25 Beginning Ending Governmental Activities:Balance Increases Decreases Balance Non-depreciable capital assets: Land 4,281,706$ 1,483,582$ -$ 5,765,288$ Construction in progress 1,286 51,977 - 53,263 Total non-depreciable capital assets 4,282,992 1,535,559 - 5,818,551 Depreciable capital assets: Buildings 158,484 458,098 - 616,582 Total depreciable capital assets 158,484 458,098 - 616,582 Less accumulated depreciation for: Buildings (1,321) (28,921) - (30,242) Total accumulated depreciation (1,321) (28,921) - (30,242) Net depreciable capital assets 157,163 429,177 - 586,340 Net governmental activities capital assets 4,440,155$ 1,964,736$ -$ 6,404,891$ (4) Interfund transfers Transfers from the general fund to the capital projects fund contributed to the following projects: Downtown redevelopment project $ 2,446,012 Facade program project 250,000 Downtown gateway project 186,291 Economic development-City project 174,252 Housing-County project 132,978 Library activation project 99,640 $ 3,289,173 (5) Interlocal Agreements On September 16, 2019, the Clearwater Community Redevelopment Agency (CRA) entered into three separate interlocal agreements with the City of Clearwater (City): (a) To provide funding in the amount of $99,640 to underwrite activities in the Clearwater Main Library that support community learning in the areas of science, technology, engineering, math, entrepreneurship and small business growth. The Clearwater Main Library is a partner in the Clearwater Business SPARK ecosystem of organizations working to support the development of entrepreneurship and small businesses throughout Clearwater. This partnership was prompted by the ULI report recommending public/private partnerships to encourage business growth in this area. The Main Library has a prominent position in the CRA area to provide education and training in the Business and STEM areas through research opportunities, STEM maker space areas, classes and tutorials and meeting accommodation. This funding provided for one staff member to oversee these functions, assist with additional library hours to make the facility CLEARWATER COMMUNITY REDEVELOPMENT AGENCY (A Component Unit of the City of Clearwater, Florida) Notes to the Financial Statements September 30, 2020 26 available when needed by the business community and provide educational and training opportunities. (b) To provide funding in the amount of $186,291 to underwrite the cost of additional community policing services by the Clearwater Police Department in the Downtown Gateway District, Prospect Lake District, and Downtown Core District, encompassed by the CRA to address quality of life issues, drug dealing, prostitution and homelessness. (c) To provide funding for staffing, information technology and telephone services for the CRA, and reimbursement of certain expenses by the CRA to the City. Actual administrative fees reimbursed to the City by the CRA totaled $424,933 for the fiscal year. On September 25, 2019, the CRA entered into an interlocal agreement with the Clearwater Downtown Development Board (DDB) for the term of October 1, 2019 to September 30, 2020. The agreement specifies that the CRA will refund to the DDB the fiscal 2020 tax increment payment received from the DDB, which totaled $302,603 for the fiscal year, in support of downtown redevelopment initiatives. The agreement also provides that the CRA will deduct $73,512 from the reimbursement, to represent reimbursement to the CRA from the DDB for fiscal 2020 administrative support services provided. (6) Contingent Liabilities and Commitments For the year ended September 30, 2020, the CRA did not receive any amounts from grantor agencies that are subject to audit and adjustment by grantor agencies. (7) Loans Payable The following loans payable are presented as Due to Other Governments on the general fund balance sheet and the government-wide statement of net position: City of Clearwater: On September 1, 2011, the City of Clearwater approved a loan to the CRA in the amount of $325,440 for the environmental cleanup expense of the Car Pro site in the East Gateway area of the downtown. The loan is interest-free and is to be repaid upon the sale of the parcel. Clearwater Downtown Development Board: On September 22, 2003, the CRA entered into an interlocal agreement with the Clearwater Downtown Development Board (DDB). Under the terms of this agreement, the DDB agreed to loan the CRA $48,000 to purchase property. The unsecured loan is not subject to interest and will be repaid to the DDB upon subsequent sale of the property. If the property is resold for an amount greater than the original purchase price, the CRA will pay a proportionate share (3.85%) of the profit. If the property sells for less than the original purchase price, then the CRA will reimburse the DDB for the entire principal amount of the loan. INDEPENDENT AUDITOR’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTERS BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS To the Honorable Chair and Trustees Clearwater Community Redevelopment Agency We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of the governmental activities and each major fund of the Clearwater Community Redevelopment Agency (“Agency”), as of and for the year ended September 30, 2020, and the related notes to the financial statements, which collectively comprise the Agency’s basic financial statements, and have issued our report thereon dated May 10, 2021. Internal Control over Financial Reporting In planning and performing our audit of the financial statements, we considered the Agency’s internal control over financial reporting (internal control) as a basis for designing audit procedures that are appropriate in the circumstances for the purpose of expressing our opinions on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the Agency’s internal control. Accordingly, we do not express an opinion on the effectiveness of the Agency’s internal control. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the entity’s financial statements will not be prevented, or detected and corrected, on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. Carr, Riggs & Ingram, LLC 600 Cleveland Street Suite 1000 Clearwater, FL 33755 727.446.0504 727.461.7384 (fax) CRIcpa.com 27 Compliance and Other Matters As part of obtaining reasonable assurance about whether the Agency’s financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the financial statements. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the entity’s internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the entity’s internal control and compliance. Accordingly, this communication is not suitable for any other purpose. CARR, RIGGS & INGRAM, LLC Clearwater, Florida May 10, 2021 28 MANAGEMENT LETTER To the Honorable Chair and Trustees Clearwater Community Redevelopment Agency Report on the Financial Statements We have audited the financial statements of the Clearwater Community Redevelopment Agency (“Agency”), as of and for the fiscal year ended September 30, 2020, and have issued our report thereon dated May 10, 2021. Auditors’ Responsibility We conducted our audit in accordance with auditing standards generally accepted in the United States of America; the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States and Chapter 10.550, Rules of the Auditor General. Other Reporting Requirements We have issued our Independent Auditor’s Report on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of the Financial Statements Performed in Accordance with Government Auditing Standards; Independent Accountants’ Report on an examination conducted in accordance with AICPA Professional Standards, AT-C Section 315, regarding compliance requirements in accordance with Chapter 10.550, Rules of the Auditor General. Disclosures in those reports and schedule, which are dated May 10, 2021, should be considered in conjunction with this management letter. Prior Audit Findings Section 10.554(1)(i)1., Rules of the Auditor General, requires that we determine whether or not corrective actions have been taken to address findings and recommendations made in the preceding annual financial audit report. No audit findings or recommendations were noted in the preceding annual financial audit report. Financial Condition and Management Section 10.554(1)(i)5.a. and 10.556(7), Rules of the Auditor General, require us to apply appropriate procedures and communicate the results of our determination as to whether or not the Agency has met one of more of the conditions described in Section 218.503(1), Florida Statutes, and to identify the specific conditions met. In connection with our audit, we determined that the Agency did not meet any of the conditions described in Section 218.503(1), Florida Statutes. Carr, Riggs & Ingram, LLC 600 Cleveland Street Suite 1000 Clearwater, FL 33755 727.446.0504 727.461.7384 (fax) CRIcpa.com 29 Pursuant to Sections 10.554(1)(i)5.b. and 10.556(8), Rules of the Auditor General, we applied financial condition assessment procedures. It is management’s responsibility to monitor the Agency’s financial condition, and our financial condition assessment was based in part on representations made by management and the review of financial information provided by same. Section 10.554(1)(i)2., Rules of the Auditor General, requires that we communicate any recommendations to improve financial management. In connection with our audit, we do not have any such recommendations. Additional Matters Section 10.554(1)(i)3., Rules of the Auditor General, requires us to communicate noncompliance with provisions of contracts or grant agreements, or abuse, that have occurred, or are likely to have occurred, that have an effect on the financial statements that is less than material but warrants the attention of those charged with governance. In connection with our audit, we did not note any such findings. Purpose of this Letter Our management letter is intended solely for the information and use of the Legislative Auditing Committee, members of the Florida Senate and the Florida House of Representatives, the Florida Auditor General, Federal and other granting agencies, and applicable management, and is not intended to be and should not be used by anyone other than these specified parties. CARR, RIGGS & INGRAM, LLC Clearwater, Florida May 10, 2021 30 INDEPENDENT ACCOUNTANTS’ REPORT ON COMPLIANCE WITH SECTION 218.415, FLORIDA STATUTES To the Honorable Chair and Trustees Clearwater Community Redevelopment Agency We have examined Clearwater Community Redevelopment Agency (“Agency”), compliance with the requirements of Section 218.415, Florida Statutes, Local Government Investment Policies, during the year ended September 30, 2020. Management is responsible for the Agency’s compliance with the requirements. Our responsibility is to express an opinion on the Agency’s compliance with the specified requirements based on our examination. Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. Those standards require that we plan and perform the examination to obtain reasonable assurance about whether the Agency complied, in all material respects, with the specified requirements referenced above. An examination involves performing procedures to obtain evidence about whether the Agency complied with the specified requirements. The nature, timing, and extent of the procedures selected depend on our judgment, including an assessment of the risks of material noncompliance, whether due to fraud or error. We believe that the evidence we obtained is sufficient and appropriate to provide a reasonable basis for our opinion. Our examination does not provide a legal determination on the Agency’s compliance with specified requirements. In our opinion, the Agency complied, in all material respects, with the aforementioned requirements for the year ended September 30, 2020. This report is intended solely for the information and use of management and the State of Florida Auditor General and is not intended to be and should not be used by anyone other than these specified parties. CARR, RIGGS & INGRAM, LLC Clearwater, Florida May 10, 2021 Carr, Riggs & Ingram, LLC 600 Cleveland Street Suite 1000 Clearwater, FL 33755 727.446.0504 727.461.7384 (fax) CRIcpa.com 31 INDEPENDENT ACCOUNTANTS’ REPORT ON COMPLIANCE WITH REDEVELOPMENT TRUST FUND To the Honorable Chair and Trustees Clearwater Community Redevelopment Agency We have examined the Clearwater Community Redevelopment Agency’s (the “Agency”), compliance with the requirements of Sections 163.387(6) and 163.387(7), Florida Statutes, Redevelopment Trust Fund, during the year ended September 30, 2020. Management of the Agency is responsible for the Agency’s compliance with those requirements. Our responsibility is to express an opinion on the Agency’s compliance with the specified requirements based on our examination. Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. Those standards require that we plan and perform the examination to obtain reasonable assurance about whether the Agency complied, in all material respects, with the specified requirements referenced above. An examination involves performing procedures to obtain evidence about whether the Agency complied with the specified requirements. The nature, timing, and extent of the procedures selected depend on our judgment, including an assessment of the risks of material noncompliance, whether due to fraud or error. We believe that the evidence we obtained is sufficient and appropriate to provide a reasonable basis for our opinion. Our examination does not provide a legal determination on the Agency’s compliance with specified requirements. Our examination disclosed the following noncompliance with Section 163.387(6)b, Florida Statutes, Redevelopment Trust Fund applicable to the Agency during the year ended September 30, 2020. Section 16.387(6)b states "A community redevelopment agency created by a municipality shall submit its annual budget to the board of county commissioners for the county in which the agency is located within 10 days after the adoption of such budget and submit amendments of its annual budget to the board of county commissioners within ten days after the adoption date of the amended budget." The Agency provided the Pinellas County Board of County Commissioners the budget and budget amendment after the prescribed ten days. This report is intended solely for the information and use of City Council, management and the State of Florida Auditor General and is not intended to be and should not be used by anyone other than these specified parties. CARR, RIGGS & INGRAM, LLC Clearwater, Florida May 10, 2021 Carr, Riggs & Ingram, LLC 600 Cleveland Street Suite 1000 Clearwater, FL 33755 727.446.0504 727.461.7384 (fax) CRIcpa.com 32 s — 1 I N N I E 1 N MN = — M' — r I In CLEARWATER COMMUNITY REDEVELOPMENT AGENCY AUDIT PRESENTATION FOR YEAR ENDED SEPTEMBER 30, 2020 August 16, 2021 4.=‘, CRI CARR RIGGS & INGRAM CPAs and Advisors CRIcpa. com I blog. CRIcpa. com t vd s/ / 101, 1 C UI NIIII I N NM NE MN I I N NE MN MN ININ NM N I I AUDITORS' REPORTS AND LETTER Independent Auditors' Report on basic financial statements Unmodified opinion Government Auditing Standards Report No material weaknesses, no significant deficiencies, no other instances of noncompliance Management Letter No findings to communicate Local Government Investment Policies Report No significant issues noted CARR, RIGGS & INGRAM, LLC N MN 111111 10111 NE M M M MN M I N NM NIII NE 1 MN I AUDITORS' REPORTS AND LETTER, cont. Report on Compliance with Redevelopment Trust Fund One item of noncompliance with Section 163. 387( 6) b, Florida Statutes: the CRA annual budget shall be submitted to the Board of County Commissioners within 10 days after the budget is approved — the budget was provided to the Pinellas County Board of County Commissioners after the prescribed 10 days. CARR, RIGGS & INGRAM, LIC 111111 MI1 NE 11111 MS 11111 MN EM 11111 INN 11111 11111 MI1 MIN 11111 NMI INN OTHER COMMUNICATIONS Significant accounting policies — No significant changes to accounting policies, policies can be seen in the footnotes. Accounting estimates — receivables allowance, fair value of investments, risk management accruals, pension and OPEB plans, and estimated useful lives of capital assets. Audit adjustments — no posted or passed audit adjustments. Disagreements with management — none Consultations with Other Accountants — none Issues Discussed Prior to Retention — none Difficulties Encountered During the Audit — none CARR, RIGGS & INGRAM, LLC II n• z I 0 I N I W I CY C-2 J Q CC cal C/9 C'.i" C3 CC - CC Q C.2 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#21-9499 Agenda Date: 8/16/2021 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Community Redevelopment Agency Agenda Number: 4.2 SUBJECT/RECOMMENDATION: Approve an Interlocal Agreement between the Clearwater Community Redevelopment Agency (CRA) and the City of Clearwater to provide CRA funding in Fiscal Year 2021-2022 in the amount of $252,549.84 to underwrite the cost of additional Community Policing services by the Clearwater Police Department in the Downtown Gateway District, Prospect Lake District, and the Downtown Core District, encompassed by the CRA to address quality of life issues, drug dealing, prostitution, and homelessness and authorize the appropriate officials execute same . SUMMARY: Quality of life issues, drug dealing, prostitution, and homelessness, all negatively impact the re-development plans. Additional community policing resources are needed to effectively address these issues above and beyond the level provided by routine road patrol functions. An allowable funding source of this active item is the use of CRA Tax Increment Financing (TIF) funds. Florida Statutes allows for the use of TIF funds for “community policing innovations” in the Community Redevelopment Areas. This funding includes $40,000 to work with the police department to develop a community policing co-responder program. The program will assist police offers with connecting persons encountered in the CRA area with services needed to address homelessness, mental health, drug addiction and physical support services. The CRA and Clearwater Police Department have reached an agreement on a proposed scope of services and terms as delineated in the Interlocal Agreement. Included in the scope is the delineation of specific, measurable crime reduction targets by which to monitor the success of the initiative as well as providing clear language required by statute assuring that the resources are applied to the CRA/Downtown Gateway area. APPROPRIATION CODE AND AMOUNT: Funding for this Interlocal Agreement will be from CRA Project Code R2001 Community Policing Page 1 City of Clearwater Printed on 8/10/2021 7/21/2021-8:38 AM 1 Officer 1 Officer 2 Officers Base Salary 73,749.00 73,509.00 147,258.00 Pension 15,155.00 15,106.00 30,261.00 Social Security 1,002.00 1,055.00 2,057.00 Major Medical 13,411.00 10,436.00 23,847.00 Life Insurance 10.00 10.00 20.00 Workers Compensation 1,301.45 1,301.45 2,602.90 104,630.00 101,420.00 206,050.00 Fuel $6,499.84 TOTAL 212,549.84 Police Department - CRA Funded Officers For FY 2021/22 EXHIBIT "A" Position Enhancement Fact Sheet G4549 Period Amount Period 1 $283.45 Period 2 $189.16 Period 3 $145.74 Period 4 $326.68 Period 5 $331.63 Period 6 $348.30 Average:$270.83 Annual:$3,249.92 Summary Results: I pulled the past five months of fuel costs for G4541 to come up with the average monthly fuel costs. INTERLOCAL AGREEMENT This Interlocal Agreement is made and entered into this ________ day of _____________, 2021 by and between the Community Redevelopment Agency of the City of Clearwater, Florida (CRA), a redevelopment agency established pursuant to law, and the City of Clearwater (CITY), a municipal corporation of the State of Florida. WHEREAS, this Agreement is made and entered between the parties pursuant to Section 163.01, Florida Statutes, the “Florida Interlocal Cooperation Act of 1969”; and WHEREAS, Section 163.387(6)(c)(8) of the Florida Statutes allows for the use of Tax Increment Funding (TIF) funds for community policing innovations in Community Redevelopment Areas; and WHEREAS, the CRA has ascertained that the Downtown Gateway District, Prospect Lake District, and Downtown Core District, continue to experience a critical need for an enhanced community policing presence in order to specifically reduce drug dealing, prostitution and street crimes in the target area, and address quality of life issues; and WHEREAS, the CRA and the CITY first entered into an Interlocal Agreement during the Fiscal Year 2008-2009 in order to provide for the CRA's financial contribution to an additional community policing presence by the CITY in the Downtown Gateway area above and beyond the current activity levels; and WHEREAS, the CRA has funded two police officers for Fiscal Years 2012-2013, 2013-2014, 2014-2015, 2015-2016, 2016-2017, 2017-2018, 2018-2019, 2019-2020 and 2020-2021 and wants to continue the use of TIF funds to fund the program; and WHEREAS, the CRA and the CITY recognize that police officers encounter persons with a wide variety of social, mental and physical health needs and require additional support to connect people with options other than jail, emergency rooms or shelters; and WHEREAS, the CRA and the CITY want to enter into another Interlocal Agreement during the Fiscal Year 2021-2022, outlining the scope of services and responsibilities of the parties. NOW THEREFORE, in consideration of the covenants made by each party to the other and of the mutual advantages to be realized by the parties hereto, the CRA and the CITY agree as follows: Interlocal Agreement between CRA/CPD FY 2021/22 2 Section 1. Term. The term of this Interlocal Agreement will be October 1, 2021 through September 30, 2022. Section 2. Intent. It is the intent of the parties that the TIF funds paid to the CITY by the CRA pursuant to Section 163.361(1), Florida Statutes, be used to provide a more visible community policing presence within the Community Redevelopment Area which includes the Downtown Gateway District, Prospect Lake District, and Downtown Core District. Section 3. Responsibilities of the CRA Function: Provide TIF funding in the total amount of $252,549.84 for the contract year, said funds to be utilized by the Clearwater Police Department (CPD) to provide the additional community policing presence, to be allocated in the following manner: A. $206,050 to pay for the salaries, and benefits for two (2) police officers for the contract year. Exhibit "A," Position Enhancement Fact Sheet, attached hereto and incorporated by reference, contains detailed specifications on salary and benefits. B. $6,499.84 the estimated fuel cost for the contract year for a police vehicle used by the two (2) police officers within the Community Redevelopment Area. C. $40,000 to pay for a community policing co-responder program. The co-responder program will assist police officers with connecting persons encountered in the CRA with services needed to address homelessness, mental health, drug addiction, and physical support services. Section 4. Responsibilities of the CITY Scope of Duties. The services that the CITY will provide will be carried out by the CPD. These services are: A) Implementation of a Law Enforcement Strategy in the Community Redevelopment Area as follows: Goal 1: Reduce the sale of illegal narcotics and reduce the prevalence of prostitution. Objective 1: Eliminate sales and distribution of illegal narcotics. Interlocal Agreement between CRA/CPD FY 2021/22 3 Tasks: a) Identify street level dealers which may be engaging in sales of illegal narcotics; b) Gather intelligence information through proactive law enforcement techniques, utilizing undercover techniques and surveillance equipment; and c) Conduct regular plainclothes operations to determine if illegal narcotics are being offered for sale in the Community Redevelopment Area. Outcome Measures: a) Conduct a minimum of six (6) operations to determine if individuals in the Community Redevelopment Area are selling illegal narcotics. b) File criminal charges against anyone where probable cause is established that they are selling illegal narcotics. c) If any retail establishments are found to be engaging in the sales of illegal narcotics, the Florida Division of Alcoholic Beverages and Tobacco will be notified so that administrative action may be taken against those establishments which hold licenses to sell alcoholic beverages. Objective 2: Reduce incidence of prostitution and solicitations by "Johns" in the target area. Tasks: a) Conduct prostitution operations in the Community Redevelopment Area utilizing police officers as decoys; b) Utilize directed patrols to discourage prostitutes and "Johns" from frequenting the area; and c) Seek prosecution enhancements for repeat offenders that commit prostitution and solicitation offenses when applicable. Outcome measures: a) Conduct minimum of six (6) prostitution operations annually in the Community Redevelopment Area. b) File criminal charges against anyone where probable cause is established that they are either engaging in or soliciting prostitution. Interlocal Agreement between CRA/CPD FY 2021/22 4 Goal 2: Address homeless issues in the Community Redevelopment Area. Objective 1: Participate in the city’s homeless initiative. Tasks: a) Utilize directed patrol in areas known to be frequented by homeless individuals for the purpose of locating homeless encampments and identifying homeless persons new to the area or not known to the CRA officers; b) Enforce statutes and ordinances against public drinking, public urination, loitering or prowling, etc.; c) Utilize the “no trespass” affidavit program when authorized to address public safety interests in the target area; and d) Participate in activities/programs related to homelessness, as appropriate. Outcome measure: a) 100% of reported or observed violations of criminal law or ordinances will result in arrest, report, citation, warning, or referral to the appropriate social services agency; b) 100% of observed or reported trespass violations will result in trespass warnings, or arrest when authorized by Florida State Statute within the Community Redevelopment Area; c) CRA officers will complete Field Interview Reports (FIRs) in the appropriate circumstances. Goal 3: Improve safety and security of residents and businesses in the Community Redevelopment Area. Objective 1: Enhance code enforcement activities and identify properties meeting the criteria for referral to the Nuisance Abatement Board. Tasks: a) Coordinate with the CRA and the City's Code Compliance Department to enhance code enforcement in the target area relative to properties that are in disrepair and negatively impact the quality of life in the East Gateway; and b) Identify those properties meeting the criteria for referral to the Nuisance Abatement Board to discourage criminal behavior at those locations. Interlocal Agreement between CRA/CPD FY 2021/22 5 Outcome Measures: a) Conduct regular inspections of properties that are in disrepair and negatively impact the quality of life in the East Gateway, on a schedule as agreed upon the CRA, Code Enforcement Inspector, and CPD; and b) Identify and report to the CRA negative environmental factors (need for improved street lightning, vacant buildings, neglected properties, etc.) c) Identify and refer all properties determined to meet the criteria for referral to the Nuisance Abatement Board and provide the necessary documentation to support that referral. Objective 2: Enhance the relationship between the residential neighborhoods and the police department and increase the perception of safety through enhanced community policing efforts. Tasks: a) Conduct regular park, walk and talk (PWT) activities in the Community Redevelopment Area; and b) Make citizen contacts during PWT activities for the purpose of community relations and information gathering. c) Design and implement a co-responder program that provides a community advocate for those in the CRA who police officers come into contact with who need assistance connecting with available services to address homelessness, mental health, drug addiction, and other physical support services. Outcome Measures: a) CRA officers will conduct a minimum of four (4) PWT activities in the Community Redevelopment Area per week. b) CRA officers will document the outcome of the PWT activities in the TriTech clearance notes for that PWT. B) In order to carry out the Law Enforcement Strategy above, the CPD will provide the following: 1. Two (2) fully-equipped police officers to provide law enforcement services to the target area defined as the East Gateway for a minimum of 40 hours per week. 2. Specific duties, activities, and responsibilities: Interlocal Agreement between CRA/CPD FY 2021/22 6 a) The officers will be assigned to a Community Policing Team with geographical responsibility for the Community Redevelopment Area only; b) The Team assignment will always ensure coverage by two (2) officers; c) Schedules of the officers will vary based on the determination of the CRA and CPD management to best serve the residents and business owners in the Community Redevelopment Area. CRA shall be notified of significant changes of officers’ schedules or assignments; d) Officers will patrol by either vehicles, foot, or bicycles; e) A report of police activities and statistical information will be provided to the CRA on a monthly and yearly basis; and f) The officers selected will be experienced, current members of the CPD. 3. An existing, fully-equipped Police Car. a) All CRA funds pursuant to this agreement will be kept in the CPD's departmental account. b) No charges to the CRA account will be made for activities or hours worked by the two (2) officers outside the Community Redevelopment Area or for equipment used outside the Community Redevelopment Area. c) Other administrative duties as mutually agreed. Section 5. Notice. Sixty (60) days notice by either party to the other pursuant to the Interlocal Agreement shall be given in writing and hand-delivered or mailed as follows: Clearwater Community Redevelopment Agency Attn: Amanda Thompson, CRA Director PO BOX 4748 Clearwater, Florida 33756 Telephone: (727) 562-4072 City of Clearwater Attn: William B. Horne II, City Manager PO BOX 4748 Clearwater, Florida 33756 Telephone: (727) 562-4046 Interlocal Agreement between CRA/CPD FY 2021/22 7 Section 6. Entire Agreement. This document embodies the whole Agreement of the parties. There are no promises, terms, conditions or allegations other than those contained herein. This Agreement shall be binding on the parties, their successors, assigns and legal representatives. Section 7. Indemnification. The CRA and the CITY agree to be fully responsible for their own acts of negligence, or their respective agents’ acts of negligence when acting within the scope of their employment and agree to be liable for any damages resulting from said negligence only to the extent permitted by Section 768.28, Florida Statutes. Nothing herein is intended to nor shall it be construed as a waiver of any immunity from or limitation from liability that the CRA and the CITY are entitled to under the doctrine of sovereign immunity (Section 768.28, Florida Statutes). Nothing herein shall be construed as consent by the CRA or the CITY to be sued by third parties in any manner arising out of this Agreement. Section 8. Maintenance of Effort. The expenditures authorized by this Agreement are solely and exclusively to increase community policing activity and resources. The City agrees that no diminishment of existing police efforts in the East Gateway will occur as a result of this agreement. Section 9. Filing Effective Date. As required by Section 163.01(11), Florida Statutes, the Interlocal Agreement shall be filed with the Clerk of the Circuit Court of Pinellas County after execution by the parties and shall take effect upon the date of filing. IN WITNESS WHEREOF, the parties hereto, or their law representatives, have executed this agreement as the date first above written. COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA By: ______________________________ Frank V. Hibbard, Chairperson Approved as to form: Attest: ____________________________ _______________________________ Michael Fuino Rosemarie Call CRA Attorney City Clerk Interlocal Agreement between CRA/CPD FY 2021/22 8 Countersigned: CITY OF CLEARWATER, FLORIDA ___________________________ By: _____________________________ Frank V. Hibbard William B. Horne II Mayor City Manager Approved as to form: Attest: ____________________________ _______________________________ Matt Smith Rosemarie Call Assistant City Attorney City Clerk Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#21-9501 Agenda Date: 8/16/2021 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Community Redevelopment Agency Agenda Number: 4.3 SUBJECT/RECOMMENDATION: Approve the Interlocal Agreement with the Downtown Development Board (DDB) to provide personnel, administrative and management services during Fiscal Year 2021-2022 in the amount of $78,747.89 and refund the CRA tax increment fee of $301,369.83 and authorize the appropriate officials to execute same. SUMMARY: Florida Statutes 163.387 requires all taxing authorities, which includes the DDB, to make an annual appropriation in an amount equal to the incremental increase in the ad valorem revenue within the CRA area. The DDB’s increment payment is $301,369.83 according to the Pinellas County Property Appraiser’s office. In a spirit of cooperation to further the downtown redevelopment plan, the CRA Trustees executed the first Interlocal Agreement in Fiscal Year 1999-2000 to provide personnel, administrative and management services to the DDB and to refund the difference between the increment payment and the management fee. This is the twenty second fiscal year that the CRA would enter into the agreement. Pursuant to Florida Statute 163.01, the CRA and DDB can enter into this agreement in which the DDB agrees to perform certain responsibilities and functions including funding projects and programs consistent with the downtown redevelopment plan. The intent of this agreement is for the DDB and the CRA to work collaboratively on projects and programs that further downtown goals and objectives. The management of the DDB by CRA staff enables the CRA and the DDB to utilize the public dollars more efficiently. The DDB shall pay the CRA $78,747.89 for the services agreed to in the Interlocal Agreement. The DDB approved the Interlocal Agreement at their meeting on August 4, 2021. Page 1 City of Clearwater Printed on 8/10/2021 2021-22 CRA/DDB Interlocal Agreement 1 INTERLOCAL AGREEMENT This Interlocal Agreement is made and entered into this ____ day of __________, 2021, by and between the Community Redevelopment Agency of the City of Clearwater, Florida (CRA), a redevelopment agency established pursuant to law, and the Downtown Development Board (DDB), a special district organized and operating pursuant to the ordinances and laws of the City of Clearwater. WHEREAS, Florida Statutes 163.387 requires all taxing authorities to make an annual appropriation in an amount equal to the incremental increase in the ad valorem revenue within the CRA area; and WHEREAS, the DDB is a taxing authority within the meaning of the statute; and WHEREAS, the CRA and the DDB in the spirit of cooperation desire to offer the downtown constituents the opportunity to utilize more efficiently the public dollars collected for each entity; and WHEREAS, the CRA and the DDB have a special obligation to ensure wise and sound administration of the programs; and WHEREAS, the CRA and the DDB desire to enter into an Interlocal Agreement outlining the scope of services and responsibilities of the parties; and WHEREAS, the CRA and the DDB wish to enter into an Interlocal Agreement pursuant to Florida Statues 163.01, in which the DDB agrees to perform certain responsibilities and functions consistent with and in furtherance of the Downtown Redevelopment Plan, in return for an amount equal to the difference between the increment payment of $301,369.83 and the $78,747.89 the DDB pays the CRA for administration. NOW THEREFORE, in consideration of the covenants made by each party to the other and of the mutual advantages realized by the parties hereto, the DDB and the CRA agree as follows: Section 1. Term. The term of this Interlocal Agreement will be October 1, 2021, through September 30, 2022. Section 2. Intent. It is the intent of the parties that the moneys paid to the CRA by the DDB pursuant to Florida Statute section 163.387, commonly referred to as the tax increment payment, be used to advance the goals and objectives of the Downtown Redevelopment Plan. The CRA shall retain $78,747.89 to offset the cost of administration of the DDB as further described herein. The remaining money shall be returned to the DDB by the CRA in exchange for performance of certain responsibilities and functions by the DDB consistent with and in furtherance of the Downtown Redevelopment Plan. 2021-22 CRA/DDB Interlocal Agreement 2 Section 3. Responsibilities of the DDB. The DDB will promote, facilitate and support activities that sustain, promote and advance downtown revitalization and attract businesses and residents to relocate and stay in the DDB’s district. In furtherance of these goals, the DDB will: a. advise the City of Clearwater (City) and the CRA on policies and procedures which will succeed in bringing more businesses and residents into the downtown district and thus improve its tax base and overall economic conditions; b. survey downtown property owners, residents and businesses to determine needs and attitudes, to monitor progress, to evaluate success or failure of initiatives; c. sponsor community events and encourage public attendance at events in support of downtown merchants and other goals in the Downtown Redevelopment Plan; and d. cooperate with local, state and regional organizations in promoting the downtown district as a destination. Section 4. Responsibilities of the CRA. The services that the CRA will provide are: a. Prepare correspondence for DDB members; b. Maintain all DDB funds in the City’s bank account and with funds segregated for accounting purposes in the City’s records as a separated, interest-earning fund; c. Assist with preparation and monitoring of the annual budget and prepare amendments as necessary; d. Prepare monthly financial reports; e. Prepare agendas and distribute packets to DDB members prior to each meeting; f. Prepare meeting notices for monthly and special DDB meetings; g. Attend meetings and supervise work of Board Reporter who records and transcribes minutes; h. Coordinate committee meetings, if applicable; i. Handle all phone inquiries and follow up on the calls; j. Handle any special mailing notices; k. Serve as coordinator for the DDB special activities; l. Assist in research and implementation of projects initiated by the Board; m. Assist with promoting design related programs to the downtown community; n. Manage loans, contracts and all applicable documents; o. Coordinate field trips and travel arrangements in accordance with the City of Clearwater Travel and Meals Policy; p. Other administrative duties as mutually agreed; q. Coordinate the annual election process in cooperation with the Pinellas County Supervisor of Elections; r. Act as a Liaison to the Pinellas County Property Appraiser, Pinellas County Tax Collector, and DDB legal counsel; 2021-22 CRA/DDB Interlocal Agreement 3 s. Assure that the annual audit is conducted in compliance with requirements of the State of Florida Auditor General; t. Comply with State of Florida Tax Increment Millage Compliance with Chapter 200, Florida Statutes, Sections 218.23, 218.63, Florida Statutes (TRIM); u. Comply with the Florida Department of State Information Services Records Disposition Act; v. Comply with the State of Florida Department of Community Affairs Special District Information Program; w. Comply with the State of Florida Department of Insurance Treasurer’s Public Depositor Annual Report; and x. Coordinate financial disclosure requirements of the State of Florida Commission on Ethics. Section 5. Compensation. In return for the above services, the CRA shall pay to the DDB this difference upon receiving the increment payment from the DDB. The budget for the CRA for services listed in Section 4 above shall be as follows: Personnel and Administration $78,747.89. Section 6. Notice. Any notice by either party to the other pursuant to the Interlocal Agreement shall be given in writing and hand-delivered or mailed as follows: Chairperson, Board of Trustees Community Redevelopment Agency 600 Cleveland Street, Suite 600 Clearwater, Florida 33755 Chairperson Downtown Development Board Post Office Box 4748 Clearwater, Florida 33758-4748 Section 7. Entire Agreement. This document embodies the whole Agreement of the parties. There are no promises, terms, conditions or allegations other than those contained herein. This Agreement shall be binding on the parties, their successors, assigns and legal representatives. Section 8. Filing Effective Date. As required by Section 163.01(11), Florida Statutes, the Interlocal Agreement shall be filed with the Clerk of the Circuit Court of Pinellas County after execution by the parties and shall take effect upon the date of filing. IN WITNESS WHEREOF, the parties hereto, or their lawful representative, have executed this agreement as of the date first above written. 2021-22 CRA/DDB Interlocal Agreement 4 COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA By: ______________________________ Frank V. Hibbard, Chairperson ATTEST: By: ______________________________ Rosemarie Call, City Clerk Approved as to form: __________________________ Michael Fuino Attorney for CRA DOWNTOWN DEVELOPMENT BOARD BY: Paris Morfopoulos, Chairperson Approved as to form: __________________________ Elise K. Winters Attorney for DDB INDIVIDUAL SPEAKER Citizen Comment Card Name: k44' M Address: l 1-% 5 Al (j Cfri S9e + City: eitictittA.Da ,4,V Zip: 33 7f -- Telephone S Telephone Number: 433& Email Address: K(t LU (Cad (o € l Gi O ci •CUl-‘1 Speaking under citizens to be heard re items not on the agenda? Agenda item(s) to which you wish to speak. What is your position on the item? For Against CIA Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#21-9456 Agenda Date: 8/16/2021 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Community Redevelopment Agency Agenda Number: 4.4 SUBJECT/RECOMMENDATION: Approve an agreement for the sale and development of the property located at 1250 Cleveland Street and adjacent properties to Archway Partners, LLC for the purposes identified in Request for Proposals and Qualifications (RFP/Q) 43-21 and authorize the appropriate officials to execute same. SUMMARY: The purpose of this item is to request approval of the sale and development agreement between the Community Redevelopment Agency (CRA) and Archway Partners, LLC to redevelop the CRA owned property at 1250 Cleveland Street and adjoining properties for the purposes identified in RFP/Q 43-21. Background After receiving two Letters of Interest that aligned with the goals of the Downtown Redevelopment Plan, the Community Redevelopment Agency issued RFP/Q 43-21 for the redevelopment of its 2.35-acre site at 1250 Cleveland Street on May 26, 2021. The request called for a mixed-use or apartment development that maintained or expanded the existing community garden. The RFP/Q did not contain a requirement for market rate or affordable housing but did specify a desire for rental housing to meet the goals of attracting residents to live downtown throughout the year as well as maintaining or expanding the existing community garden on the site. The CRA received five responses. The projects were ranked on Developers Experience and Qualifications, Legal and Financial Feasibility, Ability to Meet Redevelopment Objectives, and Proposed Timeline for Construction. Three responses were for affordable housing and used the state tax credit process as part of their financing structure and two responses were market rate apartments. Every project proposed an apartment development, kept or expanded the community garden, had a similar construction timeline and asked for some kind of reduction in the purchase price. After an initial ranking, the committee selected Archway Partners, LLC, Eastman Equity and Atrium to present their responses in further detail. In addition to meeting the downtown redevelopment goals, Archway Partners, LLC received the top ranking for the following reasons: ·Excellent site and building design that is compatible with the downtown design guidelines and city stormwater requirements ·Feasible financing structure including the less competitive 4% tax credit program and realistic per unit construction costs ·Preservation of the existing community garden and $500,000 towards a rooftop garden on the proposed apartments Page 1 City of Clearwater Printed on 8/10/2021 File Number: ID#21-9456 ·Commitment to high quality construction and experienced development team including independent environmental sustainability consultants ·Ability to maintain mixed income, affordable housing over a long period of time Atrium was ranked second because the financial offer was very low compared to the appraised amount without a compelling public purpose to justify the low offer and the construction costs per unit were lower than what other developers were proposing which indicated a lower quality project. Eastman Equity was ranked third because they have not ever completed a housing project and their response relied on obtaining site control of the Frontier property adjacent to this site. Proposed Project: The proposed project is a 4-story, 80-unit mixed income, affordable apartment development. The developer will request an additional 16 units from the density pool, which if granted, will bring the total number of units to 96. The project has an urban design that fits the downtown design guidelines and will complement the new streetscape as well as provide an appropriate transition between the commercial uses on Cleveland Street and the residential area to the rear of the site. There are 109 parking spaces, a rooftop garden and preservation of the existing community garden. There are 50 one bedroom and 46 two-bedroom units that range from 650-975 square feet of floor area. The units will be limited to between 30-80% AMI and will be income restricted for the life of the project. The building will obtain green building certification . The overall project cost is approximately $28,000,000. The proposed development agreement is conditioned on the construction of plans substantially similar to those submitted with the original application and the following CRA incentives: ·The purchase price ($1,350,000) will be returned to the developer in the form of a zero-interest mortgage over 40 years ·The CRA will support an application before the Community Development Board to receive 16 housing units from the density pool ·The Developer must grant and deliver to the City or its heirs, successors, licensees, or assigns, a perpetual exclusive easement over the area existing as a community garden on the Project Site as of the Effective Date on terms, conditions, and a form deemed satisfactory to, and provided by, the City prior to the Commencement of Construction, solely for use as a community garden. ·The Developer can ask the CRA Trustees for one year extension if SAIL financing is not obtained on the first attempt The applicant is requesting the following funding from the City (which is a separate action from the CRA development agreement): - $75,000 HOME loan Sale of the property, or closing, is anticipated to occur in August 2022. The proposed agreement requires the following conditions to be met prior to closing: ·Approval for the $75,000 HOME loan from the City ·Securing project financing through tax credits and/or private sources ·Obtaining construction permits ·Requesting 16 additional apartment units from the downtown density pool The proposed project meets the goals outlined in RFP/Q 43-21 derived from the Principles, Goals and Objectives of the 2018 Clearwater Downtown Redevelopment Plan to support redevelopment projects that are pedestrian friendly, incorporate quality urban design and provide a variety of land uses in downtown, including: · Policy 12: The City shall make use of Community Development Block Grant, HOME Page 2 City of Clearwater Printed on 8/10/2021 File Number: ID#21-9456 Investment Partnership Program, State Housing Initiatives Partnership program, and other federal, state, and county funds for Downtown infrastructure and increasing affordable housing options. · Policy 18: The design of all projects in Downtown shall incorporate pedestrian-scale elements that create and maintain an inviting pedestrian environment. · Objective 1F: Allow for a variety of residential densities and housing types to provide for a range of affordability and mix of incomes consistent with the Character Districts. · Objective 1G: Continue to utilize a variety of incentives to encourage the construction of new residential uses to location Downtown. Staff recommends the sale and development of this site to Archway Partners, LLC. Page 3 City of Clearwater Printed on 8/10/2021 Procurement Division 100 S Myrtle Ave Clearwater FL 33756-5520 PO Box 4748, 33758-4748 727-562-4633 Tel v 11.2018 REQUEST FOR PROPOSALS and QUALIFICATIONS #43-21 Development of 1250 Cleveland Street May 26, 2021 NOTICE IS HEREBY GIVEN that sealed proposals will be received by the City of Clearwater (City) until 10:00 AM, Local Time, June 25, 2021 for Development of 1250 Cleveland Street. Brief Description: The purpose of this Request for Proposals and Qualifications (RFP/Q) is to select a qualified Development Team (Developer) with proven experience, financial resources, and professional expertise to develop a prime 2.35+/- acre site located at 1250 Cleveland Street in Downtown Clearwater’s Downtown Gateway Character District. The Community Redevelopment Agency (CRA) of the City of Clearwater, Florida invites qualified applicants to submit proposals and qualifications for an apartment or mixed-use urban infill development with a predominant residential component for the Site that retains or expands the existing community garden. Proposals must be in accordance with the provisions, specifications and instructions set forth herein and will be received by the Procurement Division until the above noted time, when they will be publicly acknowledged and accepted. Proposal packets, any attachments and addenda are available for download at: https://www.myclearwater.com/business/rfp Please read the entire solicitation package and submit the bid in accordance with the instructions. This document (less this invitation and the instructions) and any required response documents, attachments, and submissions will constitute the bid. General, Process, or Technical Questions concerning this solicitation should be directed, IN WRITING, to the Procurement contact below: This Request for Proposals is issued by: Lori Vogel, CPPB Procurement Manager Lori.vogel@myclearwater.com INSTRUCTIONS Development of 1250 Cleveland St. 2 RFP/Q #43-21 i.1 VENDOR QUESTIONS: All questions regarding the contents of this solicitation, and solicitation process (including requests for ADA accommodations), shall be directed solely to the contact listed on Page 1. Questions should be submitted in writing via letter, fax or email. Questions received less than ten (10) calendar days prior to the due date and time may be answered at the discretion of the City. i.2 ADDENDA/CLARIFICATIONS: Any changes to the specifications will be in the form of an addendum. Addenda are posted on the City website no less than seven (7) days prior to the Due Date. Vendors are cautioned to check the Purchasing Website for addenda and clarifications prior to submitting their proposal. The City cannot be held responsible if a vendor fails to receive any addenda issued. The City shall not be responsible for any oral changes to these specifications made by any employees or officer of the City. Failure to acknowledge receipt of an addendum may result in disqualification of a proposal. i.3 VENDOR CONFERENCE / SITE VISIT: Yes No Mandatory Attendance: Yes No If so designated above, attendance is mandatory as a condition of submitting a proposal. The conference/site visit provides interested parties an opportunity to discuss the City's needs, inspect the site and ask questions. During any site visit you must fully acquaint yourself with the conditions as they exist and the character of the operations to be conducted under the resulting contract. i.4 DUE DATE & TIME FOR SUBMISSION AND OPENING: Date: June 25, 2021 Time: 10:00 AM (Local Time) The City will open all proposals properly and timely submitted and will record the names and other information specified by law and rule. All proposals become the property of the City and will not be returned except in the case of a late submission. Respondent names, as read at the bid opening, will be posted on the City website. Once a notice of intent to award is posted or 30 days from day of opening elapses, whichever occurs earlier, proposals are available for inspection by contacting the Procurement Division. i.5 PROPOSAL FIRM TIME: 120 Days from Opening Proposal shall remain firm and unaltered after opening for the number of days shown above. The City may accept the proposal, subject to successful contract negotiations, at any time during this time. i.6 PROPOSAL SECURITY: Yes $ 0.00 No If so designated above, a proposal security in the amount specified must be submitted with the proposal. The security may be submitted in any one of the following forms: an executed surety bond issued by a firm licensed and registered to transact such business with the State of Florida; cash; certified check, or cashier's check payable to the City of Clearwater (personal or company checks are not acceptable); certificate of deposit or any other form of deposit issued by a financial institution and acceptable to the City. Such proposal security shall be forfeited to the City of Clearwater should the proposer selected fail to execute a contract when requested. PERFORMANCE SECURITY: Yes $ 0.00 No If required herein, the Contractor, simultaneously with the execution of the Contract, will be required to furnish a performance security. The security may be submitted in one-year increments and in any one of the following forms: an executed surety bond issued by a firm licensed and registered to transact such business with the State of Florida; cash; certified check, cashier's check or money order payable to the City of Clearwater (personal and company checks are not acceptable); certificate of deposit or any other form of deposit issued by a financial institution and acceptable to the City. If the Contractor fails or refuses to fully comply with the terms and conditions of the contract, the City shall have the right to use all or such part of said security as may be necessary to reimburse the City for loss sustained by reason of such breach. The balance of said security, if INSTRUCTIONS Development of 1250 Cleveland St. 3 RFP/Q #43-21 any, will be returned to Contractor upon the expiration or termination of the contract. i.7 PROPOSAL SUBMITTAL: It is recommended that proposals are submitted electronically through our bids website at https://www.myclearwater.com/business/rfp. Companies may mail or hand-deliver proposals to the address below. Use label at the end of this solicitation package. E-mail or fax submissions will not be accepted. City of Clearwater Attn: Procurement Division 100 S Myrtle Ave, 3rd Fl, Clearwater FL 33756-5520 or PO Box 4748, Clearwater FL 33758-4748 No responsibility will attach to the City of Clearwater, its employees or agents for premature opening of a proposal that is not properly addressed and identified i.8 LATE PROPOSALS. The proposer assumes responsibility for having the proposal delivered on time at the place specified. All proposals received after the date and time specified shall not be considered and will be returned unopened to the proposer. The proposer assumes the risk of any delay in the mail or in handling of the mail by employees of the City of Clearwater, or any private courier, regardless whether sent by mail or by means of personal delivery. It shall not be sufficient to show that you mailed or commenced delivery before the due date and time. All times are Clearwater, Florida local times. The proposer agrees to accept the time stamp in the City’s Procurement Office as the official time. i.9 LOBBYING. The integrity of the procurement process is critical. Communication regarding this solicitation for purpose of influencing the process or the award, between any person or affiliates seeking an award from this solicitation and the City is strongly discouraged. This does not prohibit public comment at any City Council meeting, study session or Council committee meeting. This shall not apply to vendor-initiated communication with the contact(s) identified in the solicitation or City-initiated communications for the purposes of conducting the procurement including but not limited to pre-bid conferences, clarification of responses, presentations if provided in the solicitation, requests for Best and Final Proposals, contract negotiations, protest/appeal resolution, or surveying non-responsive vendors. i.10 COMMENCEMENT OF WORK. If proposer begins any billable work prior to the City’s final approval and execution of the contract, proposer does so at its own risk. i.11 RESPONSIBILITY TO READ AND UNDERSTAND. Failure to read, examine and understand the solicitation will not excuse any failure to comply with the requirements of the solicitation or any resulting contract, nor shall such failure be a basis for claiming additional compensation. If a vendor suspects an error, omission or discrepancy in this solicitation, the vendor must immediately and in any case not later than (seven (7) business days in advance of the due date notify the contact on page one (1). The City is not responsible for and will not pay any costs associated with the preparation and submission of the proposal. Proposers are cautioned to verify their proposals before submission, as amendments to or withdrawal of proposals submitted after time specified for opening of proposals may not be considered. The City will not be responsible for any proposer errors or omissions. i.12 FORM AND CONTENT OF PROPOSALS. Unless otherwise instructed or allowed, proposals shall be submitted on the forms provided. An original and the designated number of copies of each proposal are required. Proposals, including modifications, must be submitted in ink, typed, or printed form and signed by an authorized representative. Please line through and initial rather than erase changes. If the proposal is not properly signed or if any changes are not initialed, it may be considered non-responsive. In the event of a disparity between the unit price and the extended INSTRUCTIONS Development of 1250 Cleveland St. 4 RFP/Q #43-21 price, the unit price shall prevail unless obviously in error, as determined by the City. The City may require that an electronic copy of the proposal be submitted. The proposal must provide all information requested and must address all points. The City does not encourage exceptions. The City is not required to grant exceptions and depending on the exception, the City may reject the proposal. i.13 SPECIFICATIONS. Technical specifications define the minimum acceptable standard. When the specification calls for “Brand Name or Equal,” the brand name product is acceptable. Other products will be considered upon showing the other product meets stated specifications and is equivalent to the brand product in terms of quality, performance and desired characteristics. Minor differences that do not affect the suitability of the supply or service for the City’s needs may be accepted. Burden of proof that the product meets the minimum standards or is equal to the brand name product is on the proposer. The City reserves the right to reject proposals that the City deems unacceptable. i.14 MODIFICATION / WITHDRAWAL OF PROPOSAL. Written requests to modify or withdraw the proposal received by the City prior to the scheduled opening time will be accepted and will be corrected after opening. No oral requests will be allowed. Requests must be addressed and labeled in the same manner as the proposal and marked as a MODIFICATION or WITHDRAWAL of the proposal. Requests for withdrawal after the bid opening will only be granted upon proof of undue hardship and may result in the forfeiture of any proposal security. Any withdrawal after the bid opening shall be allowed solely at the City’s discretion. i.15 DEBARMENT DISCLOSURE. If the vendor submitting a proposal has been debarred, suspended, or otherwise lawfully precluded from participating in any public procurement activity, including being disapproved as a subcontractor with any federal, state, or local government, or if any such preclusion from participation from any public procurement activity is currently pending, the proposer shall include a letter with its proposal identifying the name and address of the governmental unit, the effective date of this suspension or debarment, the duration of the suspension or debarment, and the relevant circumstances relating to the suspension or debarment. If suspension or debarment is currently pending, a detailed description of all relevant circumstances including the details enumerated above must be provided. A proposal from a proposer who is currently debarred, suspended or otherwise lawfully prohibited from any public procurement activity may be rejected. i.16 RESERVATIONS. The City reserves the right to reject any or all proposals or any part thereof; to rebid the solicitation; to reject non-responsive or non-responsible proposals; to reject unbalanced proposals; to reject proposals where the terms, prices, and/or awards are conditioned upon another event; to reject individual proposals for failure to meet any requirement; to award by item, part or portion of an item, group of items, or total; to make multiple awards; to waive minor irregularities, defects, omissions, technicalities or form errors in any proposal. The City may seek clarification of the proposal from proposer at any time, and failure to respond is cause for rejection. Submission of a proposal confers on proposer no right to an award or to a subsequent contract. The City is responsible to make an award that is in the best interest of the City. All decisions on compliance, evaluation, terms and conditions shall be made solely at the City’s discretion and made to favor the City. No binding contract will exist between the proposer and the City until the City executes a written contract or purchase order. i.17 OFFICIAL SOLICITATION DOCUMENT. Changes to the solicitation document made by a proposer may not be acknowledged or accepted by the City. Award or execution of a contract does not constitute acceptance of a changed term, condition or specification unless specifically acknowledged and agreed to by the City. The copy maintained and published by the City shall be the official solicitation document. i.18 COPYING OF PROPOSALS. Proposer hereby grants the City permission to copy all parts of its proposal, including without limitation any documents and/or materials copyrighted by the proposer. The City’s right to copy shall be for internal use in evaluating the proposal. i.19 CONTRACTOR ETHICS. It is the intention of the City to promote courtesy, fairness, impartiality, integrity, service, professionalism, economy, and government by law in the Procurement process. INSTRUCTIONS Development of 1250 Cleveland St. 5 RFP/Q #43-21 The responsibility for implementing this policy rests with each individual who participates in the Procurement process, including Respondents and Contractors. To achieve this purpose, it is essential that Respondents and Contractors doing business with the City also observe the ethical standards prescribed herein. It shall be a breach of ethical standards to: a. Exert any effort to influence any City employee or agent to breach the standards of ethical conduct. b. Intentionally invoice any amount greater than provided in Contract or to invoice for Materials or Services not provided. c. Intentionally offer or provide sub-standard Materials or Services or to intentionally not comply with any term, condition, specification or other requirement of a City Contract. i.20 GIFTS. The City will accept no gifts, gratuities or advertising products from proposers or prospective proposers and affiliates. The City may request product samples from vendors for product evaluation. i.21 PROTESTS AND APPEALS. If a Respondent believes there is a mistake, impropriety, or defect in the solicitation, believes the City improperly rejected its proposal, and/or believes the selected proposal is not in the City’s best interests, the Respondent may submit a written protest. All protests and appeals are governed by the City of Clearwater Purchasing Policy and Procedures Section 18 (“Purchasing Policy”). If there exists any discrepancy in this Section i.21 and the Purchasing Policy, the language of the Purchasing Policy controls. Protests based upon alleged mistake, impropriety, or defect in a solicitation that is apparent before the bid opening must be filed with the Procurement Manager no later than five (5) business days before Bid Opening. Protests that only become apparent after the Bid Opening must be filed within the earlier of ten (10) business days of the alleged violation of the applicable purchasing ordinance. The complete protest procedure can be obtained by contacting the Procurement Division. ADDRESS PROTESTS TO: City of Clearwater - Procurement Division 100 So Myrtle Ave, 3rd Fl Clearwater FL 33756-5520 or PO Box 4748 Clearwater FL 33758-4748 INSTRUCTIONS – EVALUATION Development of 1250 Cleveland St. 6 RFP/Q #43-21 i.22 EVALUATION PROCESS. Proposals will be reviewed by a screening committee comprised of City employees. The City staff may or may not initiate discussions with proposers for clarification purposes. Clarification is not an opportunity to change the proposal. Proposers shall not initiate discussions with any City employee or official. i.23 CRITERIA FOR EVALUATION AND AWARD. The City evaluates three (3) categories of information: responsiveness, responsibility, the technical proposal/price. All proposals must meet the following responsiveness and responsibility criteria. a) Responsiveness. The City will determine whether the proposal complies with the instructions for submitting proposals including completeness of proposal which encompasses the inclusion of all required attachments and submissions. The City must reject any proposals that are submitted late. Failure to meet other requirements may result in rejection. b) Responsibility. The City will determine whether the proposer is one with whom it can or should do business. Factors that the City may evaluate to determine "responsibility" include, but are not limited to: excessively high or low priced proposals, past performance, references (including those found outside the proposal), compliance with applicable laws, proposer's record of performance and integrity- e.g. has the proposer been delinquent or unfaithful to any contract with the City, whether the proposer is qualified legally to contract with the City, financial stability and the perceived ability to perform completely as specified. A proposer must at all times have financial resources sufficient, in the opinion of the City, to ensure performance of the contract and must provide proof upon request. City staff may also use Dun & Bradstreet and/or any generally available industry information. The City reserves the right to inspect and review proposer’s facilities, equipment and personnel and those of any identified subcontractors. The City will determine whether any failure to supply information, or the quality of the information, will result in rejection. c) Technical Proposal. The City will determine how well proposals meet its requirements in terms of the response to the specifications and how well the offer addresses the needs of the project. The City will rank offers using a point ranking system (unless otherwise specified) as an aid in conducting the evaluation. d) If less than three (3) responsive proposals are received, at the City’s sole discretion, the proposals may be evaluated using simple comparative analysis instead of any announced method of evaluation, subject to meeting administrative and responsibility requirements. For this RFP/Q, the criteria that will be evaluated and their relative weights are: Evaluation Criteria (Proposal Format, page 22-23) Points Developer Experience and Qualifications (Tab 2) 30 Legal and Financial Feasibility - Developer and Project (Tab 3) 30 Ability of Project to Meet Redevelopment Objectives (Tab 4) 30 Proposed Timeline for Construction (Tab 5) 10 i.24 SHORT-LISTING. The City at its sole discretion may create a short-list of the highest ranked proposals based on evaluation against the evaluation criteria. Short-listed proposers may be invited to give presentations and/or interviews. Upon conclusion of any presentations/interviews, the City will finalize the ranking of shortlisted firms. i.25 PRESENTATIONS/INTERVIEWS Presentations and/or interviews may be requested at the City’s discretion. The location for these presentations and/or interviews will be determined by the City and may be held virtually. i.26 BEST & FINAL OFFERS. The City may request best & final offers if deemed necessary, and will determine the scope and subject of any best & final request. However, the proposer should not INSTRUCTIONS – EVALUATION Development of 1250 Cleveland St. 7 RFP/Q #43-21 expect that the City will ask for best & finals and should submit their best offer based on the terms and conditions set forth in this solicitation. i.27 COST JUSTIFICATION. In the event only one response is received, the City may require that the proposer submit a cost proposal in sufficient detail for the City to perform a cost/price analysis to determine if the proposal price is fair and reasonable. i.28 CONTRACT NEGOTIATIONS AND ACCEPTANCE. Proposer must be prepared for the City to accept the proposal as submitted. If proposer fails to sign all documents necessary to successfully execute the final contract within a reasonable time as specified, or negotiations do not result in an acceptable agreement, the City may reject proposal or revoke the award, and may begin negotiations with another proposer. Final contract terms must be approved or signed by the appropriately authorized City official(s). No binding contract will exist between the proposer and the City until the City executes a written contract or purchase order. i.29 NOTICE OF INTENT TO AWARD. Notices of the City’s intent to award a Contract are posted to Purchasing’s website. It is the proposer’s responsibility to check the City of Clearwater’s website at https://www.myclearwater.com/business/rfp to view relevant RFP information and notices. i.30 RFP/Q TIMELINE. Dates are tentative and subject to change. Release RFP/Q: May 26, 2021 Advertise Tampa Bay Times: May 26, 2021 Responses due: June 25, 2021 Review Proposals/Presentations: June 25-July 2 CRA staff selection of recommended proposal: July 2 CRA Trustees authorization to begin negotiations: Regular CRA Meeting on July 12, 2021 CRA Trustees approve Development Agreement and Designate Closing Date: TBD: No later than July 30, 2021 i.31 COMMUNITY REDEVELOPMENT AGENCY BOARD (City Council). Frank Hibbard, Chair Mark Bunker, Trustee Kathleen Beckman, Trustee David Allbritton, Trustee Hoyt Hamilton, Trustee TERMS AND CONDITIONS Development of 1250 Cleveland St. 8 RFP/Q #43-21 S.1 DEFINITIONS. Uses of the following terms are interchangeable as referenced: “vendor, contractor, supplier, proposer, company, parties, persons”, “purchase order, PO, contract, agreement”, “city, Clearwater, agency, requestor, parties”, “bid, proposal, response, quote”. S.2 INDEPENDENT CONTRACTOR. It is expressly understood that the relationship of Contractor to the City will be that of an independent contractor. Contractor and all persons employed by Contractor, either directly or indirectly, are Contractor’s employees, not City employees. Accordingly, Contractor and Contractor’s employees are not entitled to any benefits provided to City employees including, but not limited to, health benefits, enrollment in a retirement system, paid time off or other rights afforded City employees. Contractor employees will not be regarded as City employees or agents for any purpose, including the payment of unemployment or workers’ compensation. If any Contractor employees or subcontractors assert a claim for wages or other employment benefits against the City, Contractor will defend, indemnify and hold harmless the City from all such claims. S.3 SUBCONTRACTING. Contractor may not subcontract work under this Agreement without the express written permission of the City. If Contractor has received authorization to subcontract work, it is agreed that all subcontractors performing work under the Agreement must comply with its provisions. Further, all agreements between Contractor and its subcontractors must provide that the terms and conditions of this Agreement be incorporated therein. S.4 ASSIGNMENT. This Agreement may not be assigned either in whole or in part without first receiving the City’s written consent. Any attempted assignment, either in whole or in part, without such consent will be null and void and in such event the City will have the right at its option to terminate the Agreement. No granting of consent to any assignment will relieve Contractor from any of its obligations and liabilities under the Agreement. S.5 SUCCESSORS AND ASSIGNS, BINDING EFFECT. This Agreement will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. S.6 NO THIRD PARTY BENEFICIARIES. This Agreement is intended for the exclusive benefit of the parties. Nothing set forth in this Agreement is intended to create, or will create, any benefits, rights, or responsibilities in any third parties. S.7 NON- EXCLUSIVITY. The City, in its sole discretion, reserves the right to request the materials or services set forth herein from other sources when deemed necessary and appropriate. No exclusive rights are encompassed through this Agreement. S.8 AMENDMENTS. There will be no oral changes to this Agreement. This Agreement can only be modified in a writing signed by both parties. No charge for extra work or material will be allowed unless approved in writing, in advance, by the City and Contractor. S.9 TIME OF THE ESSENCE. Time is of the essence to the performance of the parties’ obligations under this Agreement. S.10 COMPLIANCE WITH APPLICABLE LAWS. a. General. Contractor must procure all permits and licenses, and pay all charges and fees necessary and incidental to the lawful conduct of business. Contractor must stay fully informed of existing and future federal, state, and local laws, ordinances, and regulations that in any manner affect the fulfillment of this Agreement and must comply with the same at its own expense. Contractor bears full responsibility for training, safety, and providing necessary equipment for all Contractor personnel to achieve throughout the term of the Agreement. Upon request, Contractor will demonstrate to the City's satisfaction any programs, procedures, and other activities used to ensure compliance. b. Drug-Free Workplace. Contractor is hereby advised that the City has adopted a policy establishing a drug-free workplace for itself and those doing business with the City to ensure the safety and health of all persons working on City contracts and projects. Contractor will require a drug-free workplace for all Contractor personnel working under this Agreement. Specifically, all Contractor personnel who are working under this Agreement must be notified TERMS AND CONDITIONS Development of 1250 Cleveland St. 9 RFP/Q #43-21 in writing by Contractor that they are prohibited from the manufacture, distribution, dispensation, possession, or unlawful use of a controlled substance in the workplace. Contractor agrees to prohibit the use of intoxicating substances by all Contractor personnel, and will ensure that Contractor personnel do not use or possess illegal drugs while in the course of performing their duties. c. Federal and State Immigration Laws. Contractor agrees to comply with the Immigration Reform and Control Act of 1986 (IRCA) in performance under this Agreement and to permit the City and its agents to inspect applicable personnel records to verify such compliance as permitted by law. Contractor will ensure and keep appropriate records to demonstrate that all Contractor personnel have a legal right to live and work in the United States. (i) As applicable to Contractor, under this provision, Contractor hereby warrants to the City that Contractor and each of its subcontractors will comply with, and are contractually obligated to comply with, all federal immigration laws and regulations that relate to their employees (hereinafter “Contractor Immigration Warranty”). (ii) A breach of the Contractor Immigration Warranty will constitute as a material breach of this Agreement and will subject Contractor to penalties up to and including termination of this Agreement at the sole discretion of the City. (iii) The City retains the legal right to inspect the papers of all Contractor personnel who provide services under this Agreement to ensure that Contractor or its subcontractors are complying with the Contractor Immigration Warranty. Contractor agrees to assist the City in regard to any such inspections. (iv) The City may, at its sole discretion, conduct random verification of the employment records of Contractor and any subcontractor to ensure compliance with the Contractor Immigration Warranty. Contractor agrees to assist the City in regard to any random verification performed. (v) Neither Contractor nor any subcontractor will be deemed to have materially breached the Contractor Immigration Warranty if Contractor or subcontractor establishes that it has complied with the employment verification provisions prescribed by Sections 274A and 274B of the Federal Immigration and Nationality Act. d. Nondiscrimination. Contractor represents and warrants that it does not discriminate against any employee or applicant for employment or person to whom it provides services because of race, color, religion, sex, national origin, or disability, and represents and warrants that it complies with all applicable federal, state, and local laws and executive orders regarding employment. Contractor and Contractor’s personnel will comply with applicable provisions of Title VII of the U.S. Civil Rights Act of 1964, as amended, Section 504 of the Federal Rehabilitation Act, the Americans with Disabilities Act (42 U.S.C. § 12101 et seq.), and applicable rules in performance under this Agreement. S.11 SALES/USE TAX, OTHER TAXES. a. Contractor is responsible for the payment of all taxes including federal, state, and local taxes related to or arising out of Contractor’s services under this Agreement, including by way of illustration but not limitation, federal and state income tax, Social Security tax, unemployment insurance taxes, and any other taxes or business license fees as required. If any taxing authority should deem Contractor or Contractor employees an employee of the City, or should otherwise claim the City is liable for the payment of taxes that are Contractor’s responsibility under this Agreement, Contractor will indemnify the City for any tax liability, interest, and penalties imposed upon the City. b. The City is exempt from paying state and local sales/use taxes and certain federal excise taxes and will furnish an exemption certificate upon request. TERMS AND CONDITIONS Development of 1250 Cleveland St. 10 RFP/Q #43-21 S.12 AMOUNTS DUE THE CITY. Contractor must be current and remain current in all obligations due to the City during the performance of services under the Agreement. Payments to Contractor may be offset by any delinquent amounts due the City or fees and charges owed to the City. S.13 OPENNESS OF PROCUREMENT PROCESS. Written competitive proposals, replies, oral presentations, meetings where vendors answer questions, other submissions, correspondence, and all records made thereof, as well as negotiations or meetings where negotiation strategies are discussed, conducted pursuant to this RFP, shall be handled in compliance with Chapters 119 and 286, Florida Statutes. Proposals or replies received by the City pursuant to this RFP are exempt from public disclosure until such time that the City provides notice of an intended decision or until 30 days after opening the proposals, whichever is earlier. If the City rejects all proposals or replies pursuant to this RFP and provides notice of its intent to reissue the RFP, then the rejected proposals or replies remain exempt from public disclosure until such time that the City provides notice of an intended decision concerning the reissued RFP or until the City withdraws the reissued RFP. A proposal or reply shall not be exempt from public disclosure longer than 12 months after the initial City notice rejecting all proposals or replies. Oral presentations, meetings where vendors answer questions, or meetings convened by City staff to discuss negotiation strategies, if any, shall be closed to the public (and other proposers) in compliance with Chapter 286 Florida Statutes. A complete recording shall be made of such closed meeting. The recording of, and any records presented at, the exempt meeting shall be available to the public when the City provides notice of an intended decision or until 30 days after opening proposals or final replies, whichever occurs first. If the City rejects all proposals or replies pursuant to this RFP and provides notice of its intent to reissue the RFP, then the recording and any records presented at the exempt meeting remain exempt from public disclosure until such time that the City provides notice of an intended decision concerning the reissued RFP or until the City withdraws the reissued RFP. A recording and any records presented at an exempt meeting shall not be exempt from public disclosure longer than 12 months after the initial City notice rejecting all proposals or replies. In addition to all other contract requirements as provided by law, the contractor executing this agreement agrees to comply with public records law. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, Rosemarie Call, phone: 727-562-4092 or Rosemarie.Call@myclearwater.com, 600 Cleveland Street, Suite 600, Clearwater, FL 33755. The contractor’s agreement to comply with public records law applies specifically to: a) Keep and maintain public records required by the City of Clearwater (hereinafter “public agency”) to perform the service being provided by the contractor hereunder. b) Upon request from the public agency’s custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided for in Chapter 119, Florida Statutes, as may be amended from time to time, or as otherwise provided by law. c) Ensure that the public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the public agency. TERMS AND CONDITIONS Development of 1250 Cleveland St. 11 RFP/Q #43-21 d) Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the contractor or keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency’s custodian of public records, in a format that is compatible with the information technology systems of the public agency. e) A request to inspect or copy public records relating to a public agency’s contract for services must be made directly to the public agency. If the public agency does not possess the requested records, the public agency shall immediately notify the contractor of the request and the contractor must provide the records to the public agency or allow the records to be inspected or copied within a reasonable time. f) The contractor hereby acknowledges and agrees that if the contractor does not comply with the public agency’s request for records, the public agency shall enforce the contract provisions in accordance with the contract. g) A contractor who fails to provide the public records to the public agency within a reasonable time may be subject to penalties under Section 119.10, Florida Statutes. h) If a civil action is filed against a contractor to compel production of public records relating to a public agency’s contract for services, the court shall assess and award against the contractor the reasonable costs of enforcement, including reasonable attorney fees, if: 1. The court determines that the contractor unlawfully refused to comply with the public records request within a reasonable time; and 2. At least eight (8) business days before filing the action, the plaintiff provided written notice of the public records request, including a statement that the contractor has not complied with the request, to the public agency and to the contractor. i) A notice complies with subparagraph (h)2. if it is sent to the public agency’s custodian of public records and to the contractor at the contractor’s address listed on its contract with the public agency or to the contractor’s registered agent. Such notices must be sent by common carrier delivery service or by registered, Global Express Guaranteed, or certified mail, with postage or shipping paid by the sender and with evidence of delivery, which may be in an electronic format. A contractor who complies with a public records request within 8 business days after the notice is sent is not liable for the reasonable costs of enforcement. S.14 AUDITS AND RECORDS. Contractor must preserve the records related to this Agreement for five (5) years after completion of the Agreement. The City or its authorized agent reserves the right to inspect any records related to the performance of work specified herein. In addition, the City may inspect any and all payroll, billing or other relevant records kept by Contractor in relation to the Agreement. Contractor will permit such inspections and audits during normal business hours and upon reasonable notice by the City. The audit of records may occur at Contractor’s place of business or at City offices, as determined by the City. S.15 BACKGROUND CHECK. The City may conduct criminal, driver history, and all other requested background checks of Contractor personnel who would perform services under the Agreement or who will have access to the City’s information, data, or facilities in accordance with the City’s current TERMS AND CONDITIONS Development of 1250 Cleveland St. 12 RFP/Q #43-21 background check policies. Any officer, employee, or agent that fails the background check must be replaced immediately for any reasonable cause not prohibited by law. S.16 SECURITY CLEARANCE AND REMOVAL OF CONTRACTOR PERSONNEL. The City will have final authority, based on security reasons: (i) to determine when security clearance of Contractor personnel is required; (ii) to determine the nature of the security clearance, up to and including fingerprinting Contractor personnel; and (iii) to determine whether or not any individual or entity may provide services under this Agreement. If the City objects to any Contractor personnel for any reasonable cause not prohibited by law, then Contractor will, upon notice from the City, remove any such individual from performance of services under this Agreement. S.17 DEFAULT. a. A party will be in default if that party: (i) Is or becomes insolvent or is a party to any voluntary bankruptcy or receivership proceeding, makes an assignment for a creditor, or there is any similar action that affects Contractor’s capability to perform under the Agreement; (ii) Is the subject of a petition for involuntary bankruptcy not removed within sixty (60) calendar days; (iii) Conducts business in an unethical manner or in an illegal manner; or (iv) Fails to carry out any term, promise, or condition of the Agreement. b. Contractor will be in default of this Agreement if Contractor is debarred from participating in City procurements and solicitations in accordance with Section 27 of the City’s Purchasing and Procedures Manual. c. Notice and Opportunity to Cure. In the event a party is in default then the other party may, at its option and at any time, provide written notice to the defaulting party of the default. The defaulting party will have thirty (30) days from receipt of the notice to cure the default; the thirty (30) day cure period may be extended by mutual agreement of the parties, but no cure period may exceed ninety (90) days. A default notice will be deemed to be sufficient if it is reasonably calculated to provide notice of the nature and extent of such default. Failure of the non-defaulting party to provide notice of the default does not waive any rights under the Agreement. d. Anticipatory Repudiation. Whenever the City in good faith has reason to question Contractor’s intent or ability to perform, the City may demand that Contractor give a written assurance of its intent and ability to perform. In the event that the demand is made and no written assurance is given within five (5) calendar days, the City may treat this failure as an anticipatory repudiation of the Agreement. S.18 REMEDIES. The remedies set forth in this Agreement are not exclusive. Election of one remedy will not preclude the use of other remedies. In the event of default: a. The non-defaulting party may terminate the Agreement, and the termination will be effective immediately or at such other date as specified by the terminating party. b. The City may purchase the services required under the Agreement from the open market, complete required work itself, or have it completed at the expense of Contractor. If the cost of obtaining substitute services exceeds the contract price, the City may recover the excess cost by: (i) requiring immediate reimbursement to the City; (ii) deduction from an unpaid balance due to Contractor; (iii) collection against the proposal and/or performance security, if any; (iv) collection against liquidated damages (if applicable); or (v) a combination of the aforementioned remedies or other remedies as provided by law. Costs includes any and all, fees, and expenses incurred in obtaining substitute services and expended in obtaining reimbursement, including, but not limited to, administrative expenses, attorneys’ fees, and costs. TERMS AND CONDITIONS Development of 1250 Cleveland St. 13 RFP/Q #43-21 c. The non-defaulting party will have all other rights granted under this Agreement and all rights at law or in equity that may be available to it. d. Neither party will be liable for incidental, special, or consequential damages. S.19 CONTINUATION DURING DISPUTES. Contractor agrees that during any dispute between the parties, Contractor will continue to perform its obligations until the dispute is settled, instructed to cease performance by the City, enjoined or prohibited by judicial action, or otherwise required or obligated to cease performance by other provisions in this Agreement. S.20 TERMINATION FOR CONVENIENCE. The City reserves the right to terminate this Agreement in part or in whole upon thirty (30) calendar days’ written notice. S.21 CONFLICT OF INTEREST F.S. Section 112. Pursuant to F.S. Section 112, the City may cancel this Agreement after its execution, without penalty or further obligation, if any person significantly involved in initiating, securing, drafting, or creating the Agreement for the City becomes an employee or agent of Contractor. S.22 TERMINATION FOR NON-APPROPRIATION AND MODIFICATION FOR BUDGETARY CONSTRAINT. The City is a governmental agency which relies upon the appropriation of funds by its governing body to satisfy its obligations. If the City reasonably determines that it does not have funds to meet its obligations under this Agreement, the City will have the right to terminate the Agreement without penalty on the last day of the fiscal period for which funds were legally available. In the event of such termination, the City agrees to provide written notice of its intent to terminate thirty (30) calendar days prior to the stated termination date. S.23 PAYMENT TO CONTRACTOR UPON TERMINATION. Upon termination of this Agreement, Contractor will be entitled only to payment for those services performed up to the date of termination, and any authorized expenses already incurred up to such date of termination. The City will make final payment within thirty (30) calendar days after the City has both completed its appraisal of the materials and services provided and received Contractor’s properly prepared final invoice. S.24 NON-WAIVER OF RIGHTS. There will be no waiver of any provision of this agreement unless approved in writing and signed by the waiving party. Failure or delay to exercise any rights or remedies provided herein or by law or in equity, or the acceptance of, or payment for, any services hereunder, will not release the other party of any of the warranties or other obligations of the Agreement and will not be deemed a waiver of any such rights or remedies. S.25 INDEMNIFICATION/LIABILITY. a. To the fullest extent permitted by law, Contractor agrees to defend, indemnify, and hold the City, its officers, agents, and employees, harmless from and against any and all liabilities, demands, claims, suits, losses, damages, causes of action, fines or judgments, including costs, attorneys’, witnesses’, and expert witnesses’ fees, and expenses incident thereto, relating to, arising out of, or resulting from: (i) the services provided by Contractor personnel under this Agreement; (ii) any negligent acts, errors, mistakes or omissions by Contractor or Contractor personnel; and (iii) Contractor or Contractor personnel’s failure to comply with or fulfill the obligations established by this Agreement. b. Contractor will update the City during the course of the litigation to timely notify the City of any issues that may involve the independent negligence of the City that is not covered by this indemnification. c. The City assumes no liability for actions of Contractor and will not indemnify or hold Contractor or any third party harmless for claims based on this Agreement or use of Contractor-provided supplies or services. S.26 WARRANTY. Contractor warrants that the services and materials will conform to the requirements of the Agreement. Additionally, Contractor warrants that all services will be performed in a good, workman-like and professional manner. The City’s acceptance of service or materials provided by Contractor will not relieve Contractor from its obligations under this warranty. If any materials or TERMS AND CONDITIONS Development of 1250 Cleveland St. 14 RFP/Q #43-21 services are of a substandard or unsatisfactory manner as determined by the City, Contractor, at no additional charge to the City, will provide materials or redo such services until in accordance with this Agreement and to the City’s reasonable satisfaction. Unless otherwise agreed, Contractor warrants that materials will be new, unused, of most current manufacture and not discontinued, will be free of defects in materials and workmanship, will be provided in accordance with manufacturer's standard warranty for at least one (1) year unless otherwise specified, and will perform in accordance with manufacturer's published specifications. S.27 THE CITY’S RIGHT TO RECOVER AGAINST THIRD PARTIES. Contractor will do nothing to prejudice the City’s right to recover against third parties for any loss, destruction, or damage to City property, and will at the City’s request and expense, furnish to the City reasonable assistance and cooperation, including assistance in the prosecution or defense of suit and the execution of instruments of assignment in favor of the City in obtaining recovery. S.28 NO GUARANTEE OF WORK. Contractor acknowledges and agrees that it is not entitled to deliver any specific amount of materials or services or any materials or services at all under this Agreement and acknowledges and agrees that the materials or services will be requested by the City on an as needed basis at the sole discretion of the City. Any document referencing quantities or performance frequencies represent the City's best estimate of current requirements, but will not bind the City to purchase, accept, or pay for materials or services which exceed its actual needs. S.29 OWNERSHIP. All deliverables, services, and information provided by Contractor or the City pursuant to this Agreement (whether electronically or manually generated) including without limitation, reports, test plans, and survey results, graphics, and technical tables, originally prepared in the performance of this Agreement, are the property of the City and will not be used or released by Contractor or any other person except with prior written permission by the City. S.30 USE OF NAME. Contractor will not use the name of the City of Clearwater in any advertising or publicity without obtaining the prior written consent of the City. S.31 PROHIBITED ACTS. Pursuant to Florida Constitution Article II Section 8, a current or former public officer or employee within the last two (2) years shall not represent another organization before the City on any matter for which the officer or employee was directly concerned and personally participated in during their service or employment or over which they had a substantial or material administrative discretion. S.32 FOB DESTINATION FREIGHT PREPAID AND ALLOWED. All deliveries will be FOB destination freight prepaid and allowed unless otherwise agreed. S.33 RISK OF LOSS. Contractor agrees to bear all risks of loss, injury, or destruction of goods or equipment incidental to providing these services and such loss, injury, or destruction will not release Contractor from any obligation hereunder. S.34 SAFEGUARDING CITY PROPERTY. Contractor will be responsible for any damage to City real property or damage or loss of City personal property when such property is the responsibility of or in the custody of Contractor or its employees. S.35 WARRANTY OF RIGHTS. Contractor warrants it has title to, or the right to allow the City to use, the materials and services being provided and that the City may use same without suit, trouble or hindrance from Contractor or third parties. S.36 PROPRIETARY RIGHTS INDEMNIFICATION. Without limiting the foregoing, Contractor will without limitation, at its expense defend the City against all claims asserted by any person that anything provided by Contractor infringes a patent, copyright, trade secret or other intellectual property right and must, without limitation, pay the costs, damages and attorneys' fees awarded against the City in any such action, or pay any settlement of such action or claim. Each party agrees to notify the other promptly of any matters to which this provision may apply and to cooperate with each other in connection with such defense or settlement. If a preliminary or final judgment is obtained against the City’s use or operation of the items provided by Contractor hereunder or any part thereof by reason of any alleged infringement, Contractor will, at its expense and without TERMS AND CONDITIONS Development of 1250 Cleveland St. 15 RFP/Q #43-21 limitation, either: (a) modify the item so that it becomes non-infringing; (b) procure for the City the right to continue to use the item; (c) substitute for the infringing item other item(s) having at least equivalent capability; or (d) refund to the City an amount equal to the price paid, less reasonable usage, from the time of installation acceptance through cessation of use, which amount will be calculated on a useful life not less than five (5) years, plus any additional costs the City may incur to acquire substitute supplies or services. S.37 CONTRACT ADMINISTRATION. The contract will be administered by the Procurement Division and/or an authorized representative from the using department. All questions regarding the contract will be referred to the Procurement Division for resolution. Supplements may be written to the contract for the addition or deletion of services. S.38 FORCE MAJEURE. Failure by either party to perform its duties and obligations will be excused by unforeseeable circumstances beyond its reasonable control, including acts of nature, acts of the public enemy, riots, fire, explosion, legislation, and governmental regulation. The party whose performance is so affected will within five (5) calendar days of the unforeseeable circumstance notify the other party of all pertinent facts and identify the force majeure event. The party whose performance is so affected must also take all reasonable steps, promptly and diligently, to prevent such causes if it is feasible to do so, or to minimize or eliminate the effect thereof. The delivery or performance date will be extended for a period equal to the time lost by reason of delay, plus such additional time as may be reasonably necessary to overcome the effect of the delay, provided however, under no circumstances will delays caused by a force majeure extend beyond one hundred-twenty (120) calendar days from the scheduled delivery or completion date of a task unless agreed upon by the parties. S.39 COOPERATIVE USE OF CONTRACT. The City has entered into various cooperative purchasing agreements with other Florida government agencies, including the Tampa Bay Area Purchasing Cooperative. Under a Cooperative Purchasing Agreement, any contract may be extended for use by other municipalities, school districts and government agencies with the approval of Contractor. Any such usage by other entities must be in accordance with the statutes, codes, ordinances, charter and/or procurement rules and regulations of the respective government agency. Orders placed by other agencies and payment thereof will be the sole responsibility of that agency. The City is not responsible for any disputes arising out of transactions made by others. S.40 FUEL CHARGES AND PRICE INCREASES. No fuel surcharges will be accepted. No price increases will be accepted without proper request by Contractor and response by the City’s Procurement Division. S.41 NOTICES. All notices to be given pursuant to this Agreement must be delivered to the parties at their respective addresses. Notices may be (i) personally delivered; (ii) sent via certified or registered mail, postage prepaid; (iii) sent via overnight courier; or (iv) sent via facsimile. If provided by personal delivery, receipt will be deemed effective upon delivery. If sent via certified or registered mail, receipt will be deemed effective three (3) calendar days after being deposited in the United States mail. If sent via overnight courier or facsimile, receipt will be deemed effective two (2) calendar days after the sending thereof. S.42 GOVERNING LAW, VENUE. This Agreement is governed by the laws of the State of Florida. The exclusive venue selected for any proceeding or suit in law or equity arising from or incident to this Agreement will be Pinellas County, Florida. S.43 INTEGRATION CLAUSE. This Agreement, including all attachments and exhibits hereto, supersede all prior oral or written agreements, if any, between the parties and constitutes the entire agreement between the parties with respect to the work to be performed. S.44 PROVISIONS REQUIRED BY LAW. Any provision required by law to be in this Agreement is a part of this Agreement as if fully stated in it. S.45 SEVERABILITY. If any provision of this Agreement is declared void or unenforceable, such provision will be severed from this Agreement, which will otherwise remain in full force and effect. The parties will negotiate diligently in good faith for such amendment(s) of this Agreement as may TERMS AND CONDITIONS Development of 1250 Cleveland St. 16 RFP/Q #43-21 be necessary to achieve the original intent of this Agreement, notwithstanding such invalidity or unenforceability. S.46 SURVIVING PROVISIONS. Notwithstanding any completion, termination, or other expiration of this Agreement, all provisions which, by the terms of reasonable interpretation thereof, set forth rights and obligations that extend beyond completion, termination, or other expiration of this Agreement, will survive and remain in full force and effect. Except as specifically provided in this Agreement, completion, termination, or other expiration of this Agreement will not release any party from any liability or obligation arising prior to the date of termination. DETAILED SPECIFICATIONS Development of 1250 Cleveland St. 17 RFP/Q #43-21 1. INTRODUCTION. The City of Clearwater (City) is located on the West Coast of Florida in the Tampa Bay region. It is the third largest city in the region with an estimated population of nearly 118,017 residents. The City of Clearwater is also a major tourist destination – Clearwater Beach was rated #1 U.S. Beach by TripAdvisor’s Traveler’s Choice Awards in 2018 and 2019 and is consistently ranked as one of the top beaches in the world. The City of Clearwater is home to the Philadelphia Phillies Spring Training and Clearwater Threshers Minor League Baseball, as well as hosting several sports tournaments through the year that attract visitors from across the country. Clearwater is home to Winter the Dolphin and the Clearwater Marine Aquarium. Winter’s story made it all the way to Hollywood in the motion pictures “Dolphin Tale” and “Dolphin Tale 2”, both filmed here in Clearwater. 2. PURPOSE. The purpose of this Request for Proposals and Qualifications (RFP/Q) is to select a qualified Development Team (Developer) to develop a prime 2.35+/- acre site located at 1250 Cleveland Street in Clearwater’s Downtown Gateway Character District. The Community Redevelopment Agency (CRA) of the City of Clearwater, Florida invites qualified applicants to submit proposals and qualifications for an apartment or mixed-use urban infill development with a predominant residential component for the Site that maintains or expands the existing community garden. The CRA redevelopment strategy for Downtown Clearwater emphasizes the creation of a significant residential concentration in and around the Downtown Core to create the support for a day-into-evening retail, office, recreational, and entertainment environment. There is a desire to provide workforce rental units to meet the unmet housing demand for high tech office employees in the Downtown Core, employees in the medical field at Morton Plant Hospital and the hospitality industry on Clearwater Beach. The CRA envisions this parcel as a major opportunity to facilitate this strategy and would like to see construction in the next 12 months. 3. SITE BACKGROUND, LOCATION, and OWNERSHIP. Clearwater is situated on the west coast of Central Florida in the Tampa Bay area and is the county seat for Pinellas County government. The Site is conveniently located near the City’s Downtown Core and minutes away from the world-renowned Clearwater Beach. The City targeted this prime development site, a former Economy Inn, for redevelopment in 2011. The Site has been vacant since that time. The Clearwater Community Garden currently leases a small portion of the site and has a well-established following. The City has completed the environmental remediation of the site through Phase II. A full environmental report can be found in Exhibit B – Environmental Report. There have been several developments in the CRA district: • The construction of Fire Station 45 on Court Street • The construction of the Marriott Residence Inn on Court Street • The construction of the Tampa Bay Times office building on Cleveland Street • The construction of the regional drainage facility and passive park, Prospect Lake Park • The completion of The Nolen – a mixed use development with 257 apartment units, 24,000sf of commercial space and 300 parking spaces. The Nolen was acquired by NM Residential in July 2018 for $44.5 million and is over 90% leased. • The renovation of 1100 APEX – a mixed use development with 134 apartment units, 4,348sf of commercial space and 202 parking spaces that opened for occupancy in March of 2020. • The CRA acquired a 60+ space surface parking lot at the intersection of Cleveland Street and S Martin Luther King, Jr. Avenue to provide parking for retail customers visiting nearby businesses. • The completion of The Madison in Fall of 2019, an 80-unit age and income restricted development at 400 S Martin Luther King, Jr Avenue. DETAILED SPECIFICATIONS Development of 1250 Cleveland St. 18 RFP/Q #43-21 In the next 12 months the City and the CRA will undertake the following activities that will benefit this site: • Continue construction of restaurants on the first floor of the The Nolen and APEX 1100 as part of the CRA’s food and drink grant program. • Begin redevelopment of the warehouse at 115 S Martin Luther King Jr. Avenue into a dining, retail and recreational establishment. • Begin construction on Imagine Clearwater in Coachman Park – a $64 million-dollar transformation of the downtown waterfront into additional greenspace, marina facilities, playgrounds and entertainment venues. Visit www.imagineclearwater.com for details. • Begin construction on a new streetscape for Cleveland Street that will provide updated water and stormwater utilities, bike lanes, on street parking and enhanced landscaping in the public right of way. Through this RFP/Q, the CRA is seeking to redevelop the entire 2.35+/- acres. The CRA anticipates closing in late Summer/Fall 2021. Exhibits included in this RFP/Q are: • Exhibit A_Site Photos • Exhibit B_Environmental Report • Exhibit C_Appraisal o NOTE: Exhibit C_Appraisal will be posted upon completion, estimated early June 2021 4. PROJECT SCOPE AND OBJECTIVES. The subject property is located in Downtown Clearwater’s Downtown Gateway Character District. It has frontage on Cleveland Street, North Betty Lane and North Lincoln Avenue. The Clearwater Downtown Redevelopment Plan envisions this District as a residential area with ancillary commercial uses. The CRA wishes to maximize the residential density on this site while preserving and/or expanding the existing community garden. The garden could be maintained in the same location or moved elsewhere on the site, including rooftop locations. There is potential for shared parking with the commercial property across from the site. The City adopted a new zoning code in 2019. The site is zoned (D) Downtown. The City has a Flexible Development Code to encourage design, mixed-use and massing creativity on infill projects. The Downtown Plan allows residential density up to 35 dwelling units per acre and a Floor Area Ratio (FAR) of 1.5 for commercial development. The Downtown Redevelopment Plan currently allows heights up to 55 feet. Through the Public Amenities Incentive Pool, a development proposal may attain additional density and/or FAR based on certain amenities provided by the developer, including but not limited to, significant public space, streetscape improvements, on-site public art, the inclusion of affordable housing within the development, and mixed-use projects that further the Plan’s major redevelopment goals and character district vision. The amount of development potential made available to the project will be based on the type and scale of amenity provided and not a specific formula. The allocation of additional density/intensity is made in conjunction with a site plan application reviewed and approved by the Clearwater Community Development Board at a public hearing. Any proposed project must comply with the Downtown Design Guidelines, which require quality architectural and site design, an urban development pattern and the use of quality materials that enhance the quality of the Clearwater Downtown built environment. Development proposals should reflect the growth in this character district as a walkable, urban environment. The site has frontage on three streets and the proposal should identify the primary entrance, but still pay careful attention to the relationship between the building and the street on all DETAILED SPECIFICATIONS Development of 1250 Cleveland St. 19 RFP/Q #43-21 sides. No specific architectural style is required, however high-quality, sustainable building materials and access to outdoor amenity space (balconies, rooftop terrace etc.) is highly desired. 5. SITE PURCHASE PRICE. Price is to be negotiated, based upon the overall development proposal and the ability of the proposal to fulfill the goals of the 2018 Clearwater Downtown Redevelopment Plan. CRA prefers a purchase of the Site, however, will consider a land lease. Per Florida State Statute 163.380, CRA will consider fair value in its disposition of the Site. The CRA is willing to re-invest the sale proceeds from the land into the proposed project to support CRA goals of garden preservation, quality architecture and mixed income housing. The property appraisal will be provided as Exhibit C - Appraisal. 6. DEVELOPMENT NEGOTIATIONS and INCENTIVES. The selected Developer shall enter into a binding Development Agreement with the CRA, which shall outline the contract start date, bonding and/or insurance requirements, purchase and disposition of the subject Site, the underlying project development design parameters agreed to by the CRA and City, any incentives agreed upon, and the terms and conditions. Due to the importance of this particular downtown infill development Site, it is the intention of the CRA to consider certain development “incentives” to assist in making the project feasible which might include, but not be limited to, the payment of certain impact fees, workforce housing incentives, the cost of construction for parking etc. If the Developer wishes to request incentives, they must outline their request as part of their proposal. Stormwater Retention Buy-in District In cooperation with the Southwest Florida Water Management District (SWFWMD), this Site falls within the boundary of the Prospect Lake District contributing area and is eligible to develop by permitting into the buy-in district to obtain storm water facilities on-site. The property does not have to have storm water facilities on-site as long as the developer pays into the Prospect Lake District. Any upgrades needed on existing city utilities; potable, sanitary sewer, etc. will be the responsibility of the developer. Traffic concerns will be dependent on what a developer wants to place on the site. Clearwater Gas System Incentive Natural gas is available at this site and certain incentives may apply, administered by the Clearwater Gas System. 7. QUALIFICATIONS and SELECTION PROCESS. An evaluation committee will evaluate all submissions according to the evaluation criteria delineated herein and identify Developers that will be invited to submit more detailed proposals, make presentations, or both. The evaluation committee will rely upon the response to this RFP/Q in selection of finalists and the Preferred Developer. Therefore, respondents should emphasize information particularly pertinent to the project and the evaluation criteria and submit all information they wish the evaluation committee to consider. The evaluation committee made up of representatives from the City’s Attorney’s Office, Community Redevelopment Agency, Economic Development & Housing and Planning & Development, departments, will recommend a Preferred Developer to the CRA, who will make the final selection. The recommended Preferred Developer may be required to make a formal presentation to the CRA, if requested, as part of the selection process. The CRA will then enter into exclusive negotiations with the Preferred Developer for a Development Agreement, Purchase Agreement and any other related transactions. DETAILED SPECIFICATIONS Development of 1250 Cleveland St. 20 RFP/Q #43-21 The selected Developer will be solely responsible for project design, development application submission and approval, securing required permits, construction of the project and ongoing project maintenance and operation. 8. INSURANCE REQUIREMENTS. The Vendor shall, at its own cost and expense, acquire and maintain (and cause any subcontractors, representatives or agents to acquire and maintain) during the term with the City, sufficient insurance to adequately protect the respective interest of the parties. Coverage shall be obtained with a carrier having an AM Best Rating of A-VII or better. In addition, the City has the right to review the Contractor’s deductible or self-insured retention and to require that it be reduced or eliminated. Specifically the Vendor must carry the following minimum types and amounts of insurance on an occurrence basis or in the case of coverage that cannot be obtained on an occurrence basis, then coverage can be obtained on a claims-made basis with a minimum three (3) year tail following the termination or expiration of this Agreement: a. Commercial General Liability Insurance coverage, including but not limited to, premises operations, products/completed operations, products liability, contractual liability, advertising injury, personal injury, death, and property damage in the minimum amount of $1,000,000 (one million dollars) per occurrence and $2,000,000 (two million dollars) general aggregate. b. Commercial Automobile Liability Insurance coverage for any owned, non-owned, hired or borrowed automobile is required in the minimum amount of $1,000,000 (one million dollars) combined single limit. c. Professional Liability/Malpractice/Errors or Omissions Insurance coverage appropriate for the type of business engaged in by the Respondent with minimum limits of $2,000,000 (two million dollars) per occurrence. If a claims made form of coverage is provided, the retroactive date of coverage shall be no later than the inception date of claims made coverage, unless the prior policy was extended indefinitely to cover prior acts. Coverage shall be extended beyond the policy year either by a supplemental extended reporting period (SERP) of as great a duration as available, and with no less coverage and with reinstated aggregate limits, or by requiring that any new policy provide a retroactive date no later than the inception date of claims made coverage. d. Employer’s Liability coverage of $100,000 each employee, each accident, and $100,000 each employee/$500,000 policy limit for disease, and which meets all state and federal laws. Coverage must be applicable to employees, agents, representatives, and subcontractors, if any. e. Property Insurance coverage if the Developer is using its own property or the property of the City in connection with the performance of its obligations under this Agreement, then Property Insurance on an “All Risks” basis with replacement cost coverage for property and equipment in the care, custody and control of others is required. f. Builder’s Risk covering all risks of loss in the complete and full value of the project with no coinsurance penalty provisions. This insurance shall insure the interests of the City, the Developer, and all subcontractors, if any, in the work and shall insure against special form causes of loss (all risk perils), including collapse during construction, for replacement cost (including fees and charges of engineers, architects, attorneys and other professionals). The Developer shall obtain and maintain similar property insurance on equipment, materials, supplies and other property and portions of the work stored on or off site or in transit. Builder’s Risk Insurance shall be endorsed to permit occupancy until such time as the facilities are completed and accepted by the City and written notice of the fact has been issued by the City. g. Unless waived by the State of Florida and proof of waiver is provided to the City, statutory DETAILED SPECIFICATIONS Development of 1250 Cleveland St. 21 RFP/Q #43-21 Workers’ Compensation Insurance coverage in accordance with the laws of the State of Florida, and Employer’s Liability Insurance in the minimum amount of $500,000 (five hundred thousand dollars) each employee each accident, $500,000 (five hundred thousand dollars) each employee by disease, and $500,000 (five hundred thousand dollars) disease policy limit. Coverage should include Voluntary Compensation, Jones Act, and U.S. Longshoremen’s and Harbor Worker’s Act coverage where applicable. Coverage must be applicable to employees, contractors, subcontractors, and volunteers, if any. The above insurance limits may be achieved by a combination of primary and umbrella/excess liability policies. Other Insurance Provisions. a. Prior to the execution of this Agreement, and then annually upon the anniversary date(s) of the insurance policy’s renewal date(s) for as long as this Agreement remains in effect, the Vendor will furnish the City with a Certificate of Insurance(s) (using appropriate ACORD certificate, SIGNED by the Issuer, and with applicable endorsements) evidencing all of the coverage set forth above and naming the City as an “Additional Insured” on the Commercial General Liability Insurance and the Commercial Automobile Liability Insurance. In addition when requested in writing from the City, Vendor will provide the City with certified copies of all applicable policies. The address where such certificates and certified policies shall be sent or delivered is as follows: City of Clearwater Attn: Purchasing Department, RFP/Q #43-21 P.O. Box 4748 Clearwater, FL 33758-4748 b. Vendor shall provide thirty (30) days written notice of any cancellation, non-renewal, termination, material change or reduction in coverage. c. Vendor’s insurance as outlined above shall be primary and non-contributory coverage for Vendor’s negligence. d. Vendor reserves the right to appoint legal counsel to provide for the Vendor’s defense, for any and all claims that may arise related to Agreement, work performed under this Agreement, or to Vendor’s design, equipment, or service. Vendor agrees that the City shall not be liable to reimburse Vendor for any legal fees or costs as a result of Vendor providing its defense as contemplated herein. The stipulated limits of coverage above shall not be construed as a limitation of any potential liability to the City, and City’s failure to request evidence of this insurance shall not be construed as a waiver of Vendor’s (or any contractors’, subcontractors’, representatives’ or agents’) obligation to provide the insurance coverage specified. RESPONSE ELEMENTS Development of 1250 Cleveland St. 22 RFP/Q #43-21 1. PROPOSAL SUBMISSION. It is recommended that responses are submitted electronically through our bids website at https://www.myclearwater.com/business/rfp. For responses mailed and/or hand-delivered, firm must submit one (1) signed original (identified as ORIGINAL) response, four (4) copies of the response and one (1) copy in an electronic format, on a disc or thumb drive, in a sealed container using the label provided at the end of this solicitation. NOTE: If submitting proposals electronically, copies are not required. 2. PROPOSAL FORMAT (the following should be included and referenced with index tabs) NOTE: Every proposal received by the City will be considered a public record pursuant to Chapter 119, Florida Statutes. Any response marked confidential may be deemed non-responsive to this RFP. Table of Contents: Identify contents by tab and page number TAB 1 – Narrative and Vision Statement – Letter of Transmittal. A letter of transmittal should be submitted that iterates the respondents’ vision for the project and site, including how the envisioned project will relate to the surrounding area and its benefits to the CRA. TAB 2 – Developer Experience and Qualifications. Provide the following information: 1. Developer information a. Legal name and principal office address b. Telephone number and e-mail address(es) c. Name of agent representing firm and able to negotiate with the CRA 2. Project team a. Names and qualifications of all team members, legal counsel, architect, financial institution, contractor (if known) b. A statement of the relationship between the developer and any parent company or subsidiaries that might be involved in the development 3. Experience/Qualifications a. List of prior development experience including a short summary of relevant project(s), to include a listing of total projects/units developed within the last five (5) years b. Demonstrated experience with implementing sustainable building design standards, including sustainably sourced materials, energy efficiency measures, and/or renewable energy systems TAB 3 – Legal and Financial Feasibility - Developer and Project. Provide the following financial information: 1. Financial institution reference contact(s)’ names and contact information. 2. Preliminary financial plan to include: c. Construction Budget detailing total project cost and proposed source(s) of funding d. Demonstration of developer’s financial capacity to develop the Site 3. A brief description of the various land uses being proposed, including price points of proposed lease rates for residential and/or retail/office 4. Any incentives desired to improve project feasibility TAB 4 – Development Concept – Ability to Meet Redevelopment Objectives. Present in both narrative and visual form the extent of the development proposal for the Site. Drawings may be “conceptual” in format but should be detailed enough to reflect the scope of the proposed development. Narrative elements to be addressed include: a. Height b. Scale c. Density and Intensity RESPONSE ELEMENTS Development of 1250 Cleveland St. 23 RFP/Q #43-21 d. Any request for units/sq. ft. from the Public Amenities Pool e. Square footage of specific land uses f. Proposed architectural style and material types g. Site and building orientation h. Access points and curb cuts i. Breakdown of proposed parking spaces to be allocated for each use j. Highlight of creative and innovative design solutions TAB 5 – Proposed Timeline for Construction. Provide the proposed development schedule/calendar, to include timeline for: a. Design b. Review and Permitting c. Construction TAB 6 - Other Forms. The following forms should be completed and signed: a. Exceptions/Additional Materials/Addenda form b. Vendor Information form c. Vendor Certification of Proposal form d. Scrutinized Companies form(s) as required e. E-Verify Eligibility form f. W-9 Form. Include a current W-9 form (http://www.irs.gov/pub/irs-pdf/fw9.pdf) EXCEPTIONS / ADDITIONAL MATERIAL / ADDENDA Development of 1250 Cleveland St. 24 RFP/Q #43-21 Proposers shall indicate any and all exceptions taken to the provisions or specifications in this solicitation document. Exceptions that surface elsewhere and that do not also appear under this section shall be considered invalid and void and of no contractual significance. Exceptions (mark one): **Special Note – Any material exceptions taken to the City’s Terms and Conditions may render a Proposal non-responsive. No exceptions Exceptions taken (describe--attach additional pages if needed) Additional Materials submitted (mark one): No additional materials have been included with this proposal Additional Materials attached (describe--attach additional pages if needed) Acknowledgement of addenda issued for this solicitation: Prior to submitting a response to this solicitation, it is the vendor’s responsibility to confirm if any addenda have been issued. Addenda Number Initial to acknowledge receipt Vendor Name Date: VENDOR INFORMATION Development of 1250 Cleveland St. 25 RFP/Q #43-21 Company Legal/Corporate Name: Doing Business As (if different than above): Address: City: State: Zip: - Phone: Fax: E-Mail Address: Website: DUNS # Remit to Address (if different than above): Order from Address (if different from above): Address: Address: City: State: Zip: City: State: Zip: Contact for Questions about this proposal: Name: Fax: Phone: E-Mail Address: Day-to-Day Project Contact (if awarded): Name: Fax: Phone: E-Mail Address: Certified Small Business Certifying Agency: Certified Minority, Woman or Disadvantaged Business Enterprise Certifying Agency: Provide supporting documentation for your certification, if applicable. VENDOR CERTIFICATION OF PROPOSAL Development of 1250 Cleveland St. 26 RFP/Q #43-21 By signing and submitting this Proposal, the Vendor certifies that: a) It is under no legal prohibition to contract with the City of Clearwater. b) It has read, understands, and is in compliance with the specifications, terms and conditions stated herein, as well as its attachments, and any referenced documents. c) It has no known, undisclosed conflicts of interest. d) The prices offered were independently developed without consultation or collusion with any of the other respondents or potential respondents or any other anti-competitive practices. e) No offer of gifts, payments or other consideration were made to any City employee, officer, elected official, or consultant who has or may have had a role in the procurement process for the services and or goods/materials covered by this contract. f) It understands the City of Clearwater may copy all parts of this response, including without limitation any documents and/or materials copyrighted by the respondent, for internal use in evaluating respondent’s offer, or in response to a public records request under Florida’s public records law (F.S. 119) or other applicable law, subpoena, or other judicial process. g) Respondent hereby warrants to the City that the respondent and each of its subcontractors (“Subcontractors”) will comply with, and are contractually obligated to comply with, all Federal Immigration laws and regulations that relate to their employees. h) Respondent certifies that they are not in violation of section 6(j) of the Federal Export Administration Act and not debarred by any Federal or public agency. i) It will provide the materials or services specified in compliance with all Federal, State, and Local Statutes and Rules if awarded by the City. j) It is current in all obligations due to the City. k) It will accept such terms and conditions in a resulting contract if awarded by the City. l) The signatory is an officer or duly authorized agent of the respondent with full power and authority to submit binding offers for the goods or services as specified herein. ACCEPTED AND AGREED TO: Company Name: Signature: Printed Name: Title: Date: SCRUTINIZED COMPANIES FORMS Development of 1250 Cleveland St. 27 RFP/Q #43-21 SCRUTINIZED COMPANIES AND BUSINESS OPERATIONS WITH CUBA AND SYRIA CERTIFICATION FORM IF YOUR BID/PROPOSAL IS $1,000,000 OR MORE, THIS FORM MUST BE COMPLETED AND SUBMITTED WITH THE BID/PROPOSAL. FAILURE TO SUBMIT THIS FORM AS REQUIRED MAY DEEM YOUR SUBMITTAL NONRESPONSIVE. The affiant, by virtue of the signature below, certifies that: 1. The vendor, company, individual, principal, subsidiary, affiliate, or owner is aware of the requirements of section 287.135, Florida Statutes, regarding companies on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or engaging in business operations in Cuba and Syria; and 2. The vendor, company, individual, principal, subsidiary, affiliate, or owner is eligible to participate in this solicitation and is not listed on either the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Sector List, or engaged in business operations in Cuba and Syria; and 3. Business Operations means, for purposes specifically related to Cuba or Syria, engaging in commerce in any form in Cuba or Syria, including, but not limited to, acquiring, developing, maintaining, owning, selling, possessing, leasing or operating equipment, facilities, personnel, products, services, personal property, real property, military equipment, or any other apparatus of business or commerce; and 4. If awarded the Contract (or Agreement), the vendor, company, individual, principal, subsidiary, affiliate, or owner will immediately notify the City of Clearwater in writing, no later than five (5) calendar days after any of its principals are placed on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Sector List, or engaged in business operations in Cuba and Syria. __________________________________________ Authorized Signature __________________________________________ Printed Name __________________________________________ Title __________________________________________ Name of Entity/Corporation STATE OF _____________________ COUNTY OF ___________________ The foregoing instrument was acknowledged before me by means of ☐ physical presence or ☐ online notarization on, this _____ day of _________________, 20____, by _____________________________ (name of person whose signature is being notarized) as the ________________________ (title) of ______________________________________(name of corporation/entity), personally known ______, or produced _________________________ (type of identification) as identification, and who did/did not take an oath. __________________________________________ Notary Public __________________________________________ Printed Name My Commission Expires: __________________ NOTARY SEAL ABOVE SCRUTINIZED COMPANIES FORMS Development of 1250 Cleveland St. 28 RFP/Q #43-21 SCRUTINIZED COMPANIES THAT BOYCOTT ISRAEL LIST CERTIFICATION FORM THIS FORM MUST BE COMPLETED AND SUBMITTED WITH THE BID/PROPOSAL. FAILURE TO SUBMIT THIS FORM AS REQUIRED MAY DEEM YOUR SUBMITTAL NONRESPONSIVE. The affiant, by virtue of the signature below, certifies that: 1. The vendor, company, individual, principal, subsidiary, affiliate, or owner is aware of the requirements of section 287.135, Florida Statutes, regarding companies on the Scrutinized Companies that Boycott Israel List, or engaged in a boycott of Israel; and 2. The vendor, company, individual, principal, subsidiary, affiliate, or owner is eligible to participate in this solicitation and is not listed on the Scrutinized Companies that Boycott Israel List, or engaged in a boycott of Israel; and 3. “Boycott Israel” or “boycott of Israel” means refusing to deal, terminating business activities, or taking other actions to limit commercial relations with Israel, or persons or entities doing business in Israel or in Israeli-controlled territories, in a discriminatory manner. A statement by a company that it is participating in a boycott of Israel, or that it has initiated a boycott in response to a request for a boycott of Israel or in compliance with, or in furtherance of, calls for a boycott of Israel, may be considered as evidence that a company is participating in a boycott of Israel; and 4. If awarded the Contract (or Agreement), the vendor, company, individual, principal, subsidiary, affiliate, or owner will immediately notify the City of Clearwater in writing, no later than five (5) calendar days after any of its principals are placed on the Scrutinized Companies that Boycott Israel List, or engaged in a boycott of Israel. ______________________________________ Authorized Signature ______________________________________ Printed Name ______________________________________ Title ______________________________________ Name of Entity/Corporation STATE OF _____________________ COUNTY OF ___________________ The foregoing instrument was acknowledged before me by means of ☐ physical presence or ☐ online notarization on, this _____ day of _________________, 20____, by _____________________________ (name of person whose signature is being notarized) as the ________________________ (title) of ______________________________________(name of corporation/entity), personally known ______, or produced _________________________ (type of identification) as identification, and who did/did not take an oath. __________________________________________ Notary Public __________________________________________ Printed Name My Commission Expires: __________________ NOTARY SEAL ABOVE E-VERIFY ELIGIBILITY FORM Development of 1250 Cleveland St. 29 RFP/Q #43-21 VERIFICATION OF EMPLOYMENT ELIGIBILITY FORM PER FLORIDA STATUTE 448.095, CONTRACTORS AND SUBCONTRACTORS MUST REGISTER WITH AND USE THE E-VERIFY SYSTEM TO VERIFY THE WORK AUTHORIZATION STATUS OF ALL NEWLY HIRED EMPLOYEES. THIS FORM MUST BE COMPLETED AND SUBMITTED WITH THE BID/PROPOSAL. FAILURE TO SUBMIT THIS FORM AS REQUIRED MAY DEEM YOUR SUBMITTAL NONRESPONSIVE. The affiant, by virtue of the signature below, certifies that: 1. The Contractor and its Subcontractors are aware of the requirements of Florida Statute 448.095. 2. The Contractor and its Subcontractors are registered with and using the E-Verify system to verify the work authorization status of newly hired employees. 3. The Contractor will not enter into a contract with any Subcontractor unless each party to the contract registers with and uses the E-Verify system. 4. The Subcontractor will provide the Contractor with an affidavit stating that the Subcontractor does not employ, contract with, or subcontract with unauthorized alien. 5. The Contractor must maintain a copy of such affidavit. 6. The City may terminate this Contract on the good faith belief that the Contractor or its Subcontractors knowingly violated Florida Statutes 448.09(1) or 448.095(2)(c). 7. If this Contract is terminated pursuant to Florida Statute 448.095(2)(c), the Contractor may not be awarded a public contract for at least 1 year after the date on which this Contract was terminated. 8. The Contractor is liable for any additional cost incurred by the City as a result of the termination of this Contract. __________________________________________ Authorized Signature __________________________________________ Printed Name __________________________________________ Title __________________________________________ Name of Entity/Corporation STATE OF _____________________ COUNTY OF ___________________ The foregoing instrument was acknowledged before me by means of ☐ physical presence or ☐ online notarization on, this _____ day of _________________, 20____, by _______________________________ (name of person whose signature is being notarized) as the ________________________ (title) of ______________________________________(name of corporation/entity), personally known ______, or produced _________________________ (type of identification) as identification, and who did/did not take an oath. ____________________________________ Notary Public ____________________________________ Printed Name My Commission Expires: __________________ NOTARY SEAL ABOVE MAILING LABEL CUT ALONG THE LINE AND AFFIX TO THE FRONT OF YOUR BID CONTAINER Development of 1250 Cleveland St. 30 RFP/Q #43-21 --------------------------------------------------------------------------------- For US Mail ------------------------------------------------------------------------------ SEALED PROPOSAL Submitted by: Company Name: Address: City, State, Zip: RFP/Q #43-21, Development of 1250 Cleveland St. Site Due Date: June 25, 2021, at 10:00 A.M. City of Clearwater Attn: Procurement Division PO Box 4748 Clearwater FL 33758-4748 --------------------------------------------------------------------------------- For US Mail ------------------------------------------------------------------------------ ---------------------------------------------- For Hand Deliveries, FEDEX, UPS or Other Courier Services ------------------------------------------------ SEALED PROPOSAL Submitted by: Company Name: Address: City, State, Zip: RFP/Q #43-21, Development of 1250 Cleveland St. Site Due Date: June 25, 2021, at 10:00 A.M. City of Clearwater Attn: Procurement Division 100 S Myrtle Ave 3rd Fl Clearwater FL 33756-5520 ---------------------------------------------- For Hand Deliveries, FEDEX, UPS or Other Courier Services ------------------------------------------------ 4831-0614-7495v.1 147454/00112 MIADOCS 22673161 45 AGREEMENT FOR DEVELOPMENT AND PURCHASE AND SALE OF PROPERTY BETWEEN THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA AND ARCHWAY PARTNERS, LLC A FLORIDA LIMITED LIABILITY COMPANY 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 Developer's Proposal……..………………………………………. Section 2.03 Cooperation of the Parties.………………………………………. Section 2.04 Authorized Representative.………………………………………. ARTICLE 3. LAND USE REGULATION AND RESTRICTIONS ON USE………… ………… Section 3.01 Zoning……………………………………………………………… Section 3.02 Redevelopment Plan.……..……………………………………… Section 3.03 Permits…………………...………………………………………… Section 3.05 Concurrency…………...……………………………………..……. Section 3.06 Not a Development Order or Permit…………………………….. Section 3.07 Perpetual Easement to the City over the Community Gardens … ARTICLE 4. PROJECT PLANS AND SPECIFICATIONS…...……………………..…………… Section 4.01 Site Plan….………………………………………………………… Section 4.02 Preparation of Project Plans and Specifications………..……… Section 4.03 Coordination with City Review….………..……….……………… Section 4.04 Agency Review of Plans and Specifications….………………... Section 4.05 Project Schedule……...……………………………………..……. ARTICLE 5. PROJECT FINANCING..………………………………….…………….…………… Section 5.01 Construction Financing…………………………………………… Section 5.02 Notice of Developer's Default……………………………………. Section 5.03 Cure of Developer's Default by Lender..……….……………..… Section 5.04 Construction Lender Not Obligated to Construct…………….… Section 5.05 Agency Cures Developer's Default………………………..…..… ARTICLE 6. PROJECT SITE CONVEYANCE……………………….….………………….…… Section 6.01 Findings; Representations…………………..…………………… Section 6.02 Agreement to Sell and Purchase..……….……………………… Section 6.03 Purchase Price………..…………………..……….……………… Section 6.04 Site Evaluation………...…………………………………………... Section 6.05 Title………..…………...……………………………………..……. Section 6.06 Survey……….………...…………………………………………… Section 6.07 Rights and Duties of Agency….……………………………….… Section 6.08 Rights and Duties of Developer…………………………..……… Section 6.09 Conditions to Closing...………………………………………..… Section 6.10 Closing……………………..….………………………………..… Section 6.11 Closing Procedure……………..………………………………… Section 6.12 Possession…………...…………………………………………… Section 6.13 Condition of Title…………..….………………………………..… Section 6.14 Taxes and Assessments………..…………………………..…… Section 6.15 Covenants, Warranties and Representations………………..… Section 6.16 Condemnation……………..….………………………………...… Section 6.17 Real Estate Commission………..…………………………..…… Section 6.18 Maintenance of Project Site………………………………..……. Section 6.19 Radon Gas Notice…………..….………………………………… ARTICLE 7. CONSTRUCTION OF THE PROJECT……………….………………………… Section 7.01 Site Clearance ……………………….………………………...… Section 7.02 Construction of the Project……..…………………………..….… Section 7.03 Maintenance and Repairs……………………………………..…. Section 7.04 Project Alterations or Improvements……………………………. Section 7.05 Completion Certificate…………..…………………………..….… Section 7.06 Agency Not in Privity with Contractors………………………..… Section 7.07 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. DEFAULT; TERMINATION…………….……………….……………………..… Section 12.01 Default by Developer.….…………………………….…..…… Section 12.02 Default by the Agency..……………………………….....….… Section 12.03 Obligations, Rights and Remedies Cumulative…..………… Section 12.04 Non-Action on Failure to Observe Provisions of this Agreement Section 12.05 Termination……..………..……………………………….…… Section 12.06 Termination Certificate……….…………………………....… Section 12.07 Remedies………………….………………………………..… ARTICLE 13. UNAVOIDABLE DELAY………………………………….…………………….… Section 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…………………………………………………..… 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 Local Government Support……………………………..… Section 15.19 Term; Expiration; Certificate…………………………… Section 15.20 Effective Date…………………………………………….. Section 15.21 Cooperation of City…………………………………………….. EXHIBIT LIST Exhibit "A" Project Site Description and Map Exhibit "B" Proposed Site Plan Exhibit "C" Special Warranty Deed Exhibit "D" Memorandum of Agreement for Development and Purchase and Sale of Property Exhibit "E" Agreement Expiration Certificate Exhibit "F" Survey Requirements and Certification Exhibit “G” Form of Completion Certificate Exhibit “H” Developer’s Proposal 4831-0614-7495v.1 147454/00112 MIADOCS 22673161 45 AGREEMENT FOR DEVELOPMENT AND PURCHASE AND SALE OF PROPERTY This Agreement for Development and Purchase and Sale of Property located at 1250 Cleveland Street, Clearwater, FL 33755 ("Agreement") is made as of this August _____, 2021, 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 ARCHWAY PARTNERS, LLC, a Florida limited liability company ("Developer"). W I T N E S S E T H: 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 May 26, 2021, the Agency released Request for Proposals and Qualifications (“RFP/Q”) #43-21 by publication in a newspaper having a general circulation in Clearwater, Florida requesting proposals to redevelop the real property commonly referred to as 1250 Cleveland Street, Clearwater, FL 33755 as an apartment or mixed-use urban infill development with a predominant residential component for the Project Site (as hereinafter defined) that retains or expands the existing community garden; and WHEREAS, the Developer submitted a proposal for redevelopment of the real property as an affordable housing project that maintains the existing community garden on June 25, 2021; and WHEREAS, representatives of the Agency and the City of Clearwater met July 2, 2021 and July 20, 2021 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 of 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, and the design, development, construction, completion, operation and maintenance of the Project; and WHEREAS, at a duly called public meeting on August 16, 2021, the Agency approved this Agreement and authorized and directed its execution by the appropriate officials of the Agency; and 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 III, 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 to be 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. (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 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 loan 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 Archway Partners, 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 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) “Investor” means the tax credit investor selected by Developer in its sole discretion and admitted to Developer or Developer’s assignee pursuant to such entity’s operating agreement or partnership agreement, and its successors and/or assigns. (25) “Lender” means any Construction Lender or Permanent Lender. (26) “Permanent Lender” means any lender which has made a loan or loans to Developer having a maturity date that is not less than five (5) years following the Completion Date, which may include any lender refinancing the Construction Financing. (27) "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). (28) "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. (29) "Project" means the no fewer than 80 residential, affordable dwelling units with a rooftop community gardens that maintains the existing community gardens at the Project Site as contemplated by Section 4 of the Proposal and this Agreement and constructed substantially in accordance with the Project Plans and Specifications. (30) “Project Financing” means debt and equity financing obtained by Developer for the acquisition, construction, maintenance and operation of the Project, which shall include the Construction Financing. (31) "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. (32) "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. (33) "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." (34) "Proposal" means the proposal for redevelopment of the Project Site, dated June 25, 2021, submitted by the Developer to the Agency in response to the RFP, a copy of which is attached to this Agreement as Exhibit “H”. (35) "RFP" means the Request for Proposals and Qualifications #43-21 initially published by the Agency on May 26, 2021 soliciting proposals from persons interested in redeveloping the Project Site in accordance with the Act and the Plan. (36) "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." (37) "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. (38) "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. (39) “Vertical Construction” means commencement of work on the Project pursuant to a properly issued Building Permit. (40) "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 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 in connection with the 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 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. Developer's 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 Brett Green, its President. (d) The Agency does hereby notify the Developer that its initial Authorized Representative is Amanda 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 February 1, 2022, floor plans, site plans, and building façade 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 delivery to the Agency Executive Director as described in 3.03(a), a complete and sufficient application for Level I or Level II Flexible Standard Development Application, as the case may be, 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. (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 80 residential affordable dwelling units with a rooftop garden and that maintains the existing community gardens at the Project Site. The Project shall be constructed in substantial conformity with Section 4 of the Proposal. (b) The following uses are prohibited: (1) Any use that interferes with the public’s use of the existing community gardens on the Project Site. Construction of the Project may temporarily impact the public’s use of the existing community garden; however, once construction is complete, no use shall interfere with the public’s use of the existing community garden; provided, however, the community garden may be fenced-off from the remainder of the Project. (2) Any other use that is not in substantial conformity with Section 4 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 which denial shall specify the reasons therefor, 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. 3.07 Perpetual Easement to the City over the Community Gardens. The Developer must grant and deliver to the City or its heirs, successors, licensees, or assigns, a perpetual exclusive easement over the area existing as a community garden on the Project Site as of the Effective Date on terms, conditions, and a form deemed satisfactory to, and provided by, the City prior to the Commencement of Construction, solely for use as a community garden. 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 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 unreasonably withhold, condition or delay approval of the Project Plans and Specifications. 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, conditioned or delayed, 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 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 governmental 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. If the Agency does not disapprove the Project Plans and Specifications or any modifications thereof within fifteen (15) days following receipt by the Agency, such Project Plans and Specifications or modifications thereto, as applicable, shall be deemed approved by the Agency. (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 governmental 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. (a) Developer shall submit a completed Application as required by Section 3.03(b). (b) Developer shall obtain all necessary building permits by July 31, 2022. (b) Developer shall Commence Construction of the Project by August 31, 2022. (c) Developer shall have completed 50% of Construction by April 30, 2023. (d) Developer shall have completed 100% of Construction by December 1, 2023 (e) Developer shall begin pre-leasing the dwelling units by October 1, 2023. (f) Developer shall complete leasing the dwelling units by March 1, 2024. (g) Notwithstanding anything contained in this Agreement to the contrary, in the event that Developer is unsuccessful in obtaining an allocation of affordable housing tax credits or other components of the Project Financing in RFA 2021-205 or RFA 2021-202 issued by the Florida Housing Finance Corporation, then Developer shall have the right to request from the Agency an extension of all relevant dates in this Agreement, by one year. The extension request shall expeditiously be brought before the Agency’s Board of Trustees, provided, however, it is understood and agreed that the approval or denial of such extension request shall be at the sole discretion of the Agency’s Board of Trustees. 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 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 on 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 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 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 Lender and Investor 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 Lender or Investor 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 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. The Agency agrees to accept a cure of any such default by Lender or Investor as if tendered by Developer. 5.03. Cure of Developer's Default by Lender. (a) (1) Following the Agency providing the notice under Subsection 5.02(b) hereof, the Lender or Investor may, but shall have no obligation to, at its election, cure or remedy the default by the Developer described in such notice. If the Lender or Investor 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 Lender or Investor 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 Lender has elected to cure for such period of time as shall be reasonably necessary for the Lender or Investor to cure or remedy such default, including any time reasonably necessary for the Lender or Investor to obtain possession of the Project Site, if possession is necessary to enable the Lender or Investor to cure or remedy such default. (b) If a default by the Developer under this Agreement is timely cured or remedied by the Lender or Investor 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 Lender or Investor 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 Lender or Investor curing or remedying a default by the Developer under this Agreement, the Lender completes the construction of the Project upon receipt of a written request by the Lender to the Agency for a construction Completion Certificate, the Agency shall execute and deliver to the Lender or Investor 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 neither the Lender nor the Investor timely elects 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 Lender or Investor, as applicable), then the Agency may proceed with any remedies available to it under Section 12.01 hereof. 5.04. Lender Not Obligated to Construct. (a) If the Lender elects not to cure a default by the Developer hereunder as provided in Subsection 5.03(a) hereof, the 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 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, which approval shall not be unreasonably withheld, conditioned 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 Lender. The Agency shall, if requested by Developer or the Lender, execute and deliver to Lender an agreement in recordable form subordinating the Agency’s lien to the lien of the Lender. ARTICLE 6. PROJECT SITE CONVEYANCE. 6.01. Findings; Representations. (a) The Agency is the owner of the Project Site. (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 One Million Three Hundred Fifty Thousand and 00/100 Dollars ($1,350,000.00). The Agency agrees to accept a promissory note in the amount of the Purchase Price (the “Note”) from Developer or its assignee as payment in full of the Purchase Price. The Note shall not bear interest and shall have a maturity date that is 40 years from the Closing Date and shall not require payments until maturity unless the Note has been accelerated. The Note shall be secured by a mortgage (the “Mortgage”) which shall be junior in priority to the Construction Financing and all other loans comprising Project Financing. The Agency may assign the Note and the Mortgage to the City, for any reason. 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. (a) Within three (3) months after the Effective Date, the Developer shall order from a title company of its choosing (the “Title Company”), 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. 6.06. Survey. (a) The Developer, shall engage 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. 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 Agency 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 80 residential, affordable dwelling units with a rooftop community garden and that maintains the existing community gardens at the Project Site as contemplated by Section 4 of the Proposal and this Agreement and to be 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 80 residential, affordable dwelling units. (4) The Developer obtaining financing for construction of the Project on commercially reasonable terms. In the event the Conditions to Closing are not satisfied on or before the Closing Date, as hereinafter defined, the Agency may terminate this Agreement as set forth in Section 12.05 or may, at the Agency's option, extend the Closing Date for three (3) months to permit the Developer 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. (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 80 residential, affordable dwelling units with a rooftop community gardens and that maintains the existing community gardens at the Project Site as contemplated by Section 4 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 60 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 August 22, 2022. 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 all 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) At closing, the Developer shall pay the Purchase Price for the Project Site to Agency as provided in Section 6.03 by delivery of the Note. (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) Other than the Business Lease Contract between the Agency as landlord and Clearwater Community Gardens, Inc. as tenant, having an effective date of February 27, 2020 (the “Community Gardens Lease”), Agency has terminated all leases for the Project Site or any part thereof and all tenants will have vacated the Project Site by the Closing Date. The Agency reserves the right to not terminate the current term of the Community Gardens Lease, provided, however, the Agency covenants not to extend or renew the Community Gardens Lease. (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 for all closing documents, 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 the offices of the [Title Company]. 6.12. Possession. Exclusive 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 governmental or municipal authority having jurisdiction. (c) Those additional exceptions as contained in the Title Commitment 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 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. (l) Agency has no knowledge that any commitments have been made to any governmental 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 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 August 31, 2022. (b) (1) The Developer shall commence Vertical Construction of the Project by December 1, 2022. 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) consecutive days, subject to unavoidable delays. (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 temporary 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 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 initial 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 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 return 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 Construction of the Project in accordance with the Project Schedule set forth in Sections 4.05 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 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, automatically and permanently 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 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 inherent in this Agreement and all liability therefor, 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 or willful misconduct 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. (e) The Developer has filed or caused to be filed all federal, state, local and foreign tax returns, 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 in all material respects. (g) The principal place of business and principal executive offices of the Developer are in Miami, 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 Miami, 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, subject to receipt of the Project Financing. (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, 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 4.05 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 automatically terminate on October 1, 2029. ARTICLE 11. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE AGENCY. 11.01. Representations and Warranties. In addition to any representation, warranty and/or covenant contained in Section 6.15 hereof, 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 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), and provided further, the failure to satisfy any condition precedent, including, without limitation, securing the Project Financing shall not be construed as or deemed to be a default or an Event of Default hereunder; 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 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. Notwithstanding anything contained in this clause (1) of this subsection 12.01(b) to the contrary. 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. The rights of the Agency under this Section 12.01(c) are subject and subordinate in all respects to the rights of Lender. 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 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. (b) In addition to any other rights of termination provided elsewhere in this Agreement, this Agreement may be terminated by Developer 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, 2022 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. (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 governmental 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 Project. 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. 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 or its principals 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 ten (10) 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 prior to issuance of a Certificate of Occupancy, 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 (not to be unreasonably withheld, conditioned or delayed) shall be obtained before such an event shall be effective. (c) The Agency acknowledges and agrees that Developer will assign its rights and obligations to an entity which will apply for the Project Financing, and the Agency expressly consents to such assignment so long as the general partner or manager of such assignee is controlled by or under common control with Developer. 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: To the Agency: Archway Partners, LLC Community Redevelopment Agency of the City 475 Brickell Ave. of Clearwater Apartment 2215 P.O. Box 4748 Miami, FL 33131 Clearwater, Florida 33758 Attention: Brett Green, CEO Attention: Executive Director with copies to: with a copy to: Shutts & Bowen LLP 200 S. Biscayne Blvd., Suite 4100 Miami, Florida 33131 Attention: Robert Cheng 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 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. 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 certain funding requests may require the Developer to show “local government support.” This support will come in the form of a loan or grant of $75,000.00 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. 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. 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] IN WITNESS WHEREOF, the parties hereto have set their hands and their respective seals affixed as of the ________day of _________, 2021. AGENCY COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA By: __________________________ Frank V. Hibbard Chairperson Approved as to form: Attest: ________________________ ______________________________ Michael P. Fuino Rosemarie Call Attorney for City Clerk Community Redevelopment Agency CITY THE CITY OF CLEARWATER, a municipal corporation By: __________________________ Frank V. Hibbard Mayor Approved as to form: Attest: ________________________ ______________________________ Pamela Akin Rosemarie Call City Attorney City Clerk DEVELOPER ARCHWAY PARTNERS, LLC a Florida limited liability company By: Brett Green, President STATE OF FLORIDA ) COUNTY OF ______________ ) The foregoing instrument was acknowledged before me this _________ day of ____________, 2021, by ______________________________, as of Archway Partners, 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 EXHIBIT A [Project Site Description and Map] EXHIBIT B [Proposed Site Plan] EXHIBIT C Prepared by and upon Recording Return to: Tax Parcel ID: _______________ 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 .O. 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 ARCHWAY PARTNERS, LLC, a Florida limited liability company, whose address is 475 Brickell Ave., Apartment 2215, Miami, FL 33131 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. Subject to taxes for current year and to those matters listed in EXHIBIT “B” attached hereto, without reimposing same. 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 _____________, 2021. [SIGNATURE PAGE FOLLOWS] 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. ________________________________ Notary Public, State of Florida My Commission Expires: My Commission Number: C-2 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 _______________, 2021, 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 ARCHWAY PARTNERS, a Florida limited liability company (the “Developer”), whose address is 475 Brickell Ave., Apartment 2215, Miami, FL 33131. 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 ______________________, 2021, (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 _____________, 2021. [SIGNATURE PAGE FOLLOWS] D-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 ______________, 2021, 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: ARCHWAY PARTNERS, LLC a Florida limited liability company By: By: Name: Its: STATE OF FLORIDA ) COUNTY OF ______________ ) The foregoing instrument was acknowledged before me this _________ day of ____________, 20121, by ______________________________, as of ARCHWAY PARTNERS, 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 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 Archway Partners, LLC, a Florida limited liability company (the “Developer”), whose address is 475 Brickell Ave., Apartment 2215, Miami, FL 33131. 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 ______________________, 2021, (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 of the ___ day of ____________, ____. [SIGNATURE PAGE FOLLOWS] 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 ______________, _____, 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: ARCHWAY PARTNERS, LLC a Florida limited liability company By: By: Name: Its: STATE OF FLORIDA ) COUNTY OF ______________ ) The foregoing instrument was acknowledged before me this _________ day of ____________, _____, by ______________________________, as of Archway Partners, 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 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. 21HH-6. 1. Field Note Description. The Survey shall contain a certified metes and bounds description and shall comply with the following requirements: (i) 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. F-1 (v) The established building line, if any. (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: F-2 1 4831-0614-7495v.1 147454/00112 MIADOCS 22673161 45 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. F-3 MIADOCS 22673161 45 I do further certify that: (1) the Property does not serve any adjoining property for drainage, ingress, and egress, or any other purpose; (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. 21HH-6. _______________________________ By:____________________________ Registration No. ______________ (Affix Seal) F-4 MIADOCS 22673161 45 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 Archway Partners, LLC, a Florida limited liability company (the “Developer”), whose address is 475 Brickell Ave., Apartment 2215, Miami, FL 33131. 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 ___________________ _____, 2021 (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 MIADOCS 22673161 45 AGENCY COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA By: __________________________ Amanda Thompson Chairperson Approved as to form: Attest: ________________________ ______________________________ Michael P. Fuino Rosemarie Call Attorney for City Clerk Community Redevelopment Agency ARCHWAY PARTNERS, LLC a Florida limited liability company By: By: Name: Its: STATE OF FLORIDA ) COUNTY OF ______________ ) The foregoing instrument was acknowledged before me this _________ day of ____________, _____, by ______________________________, as of Archway Partners, 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 MIADOCS 22673161 45 EXHIBIT H DEVELOPER’S PROPOSAL Summary report: Litera® Change-Pro for Word 10.8.2.11 Document comparison done on 8/3/2021 4:26:28 PM Style name: SHUTTS Intelligent Table Comparison: Active Original DMS: iw://SB-MIA-DMS-9/MIADOCS/22673161/4 Modified DMS: iw://SB-MIA-DMS-9/MIADOCS/22673161/5 Changes: Add 37 Delete 44 Move From 0 Move To 0 Table Insert 0 Table Delete 0 Table moves to 0 Table moves from 0 Embedded Graphics (Visio, ChemDraw, Images etc.) 0 Embedded Excel 0 Format changes 0 Total Changes: 81 1 RFP/Q #43-21, 1250 Cleveland St Development Exhibit A - Site Photos 2 3 4 5 PPHHAASSEE II EENNVVIIRROONNMMEENNTTAALL SSIITTEE AASSSSEESSSSMMEENNTT CCiittyy ooff CClleeaarrwwaatteerr 11225500 CClleevveellaanndd SSttrreeeett PPaarrcceell IIDD:: 1155EE--2299SS--1155--6655228866--000000--00119900,, 11226644 CClleevveellaanndd SSttrreeeett PPaarrcceell IIDD:: 1155EE--2299SS--1155--6655228866--000000--00119911 11227744 CClleevveellaanndd SSttrreeeett PPaarrcceell IIDD:: 1155EE--2299SS--1155--6655228866--000000--00118800 11227733 GGrroovvee SSttrreeeett PPaarrcceell IIDD:: 1155EE--2299SS--1155--5588778888--000000--00228800 11227777 GGrroovvee SSttrreeeett PPaarrcceell IIDD:: 1155EE--2299SS--1155--5588778888--000000--00229900 2200 SSoouutthh BBeettttyy LLaannee PPaarrcceell IIDD:: 1155EE--2299SS--1155--5588778888--000000--00113300 CClleeaarrwwaatteerr,, PPiinneellllaass CCoouunnttyy,, FFlloorriiddaa SShhaaww PPrroojjeecctt NNoo..:: 114400333388 SSeepptteemmbbeerr 1177,, 22001100 Prepared for: Ms. Diane Hufford Economic Development Coordinator City of Clearwater 112 South Osceola Avenue Clearwater, FL 33756 Submitted by: 725 U.S. Highway 301 South Tampa, FL 33619 Form revised January 2007 i PPHHAASSEE II EENNVVIIRROONNMMEENNTTAALL SSIITTEE AASSSSEESSSSMMEENNTT CCiittyy ooff CClleeaarrwwaatteerr 11225500 CClleevveellaanndd SSttrreeeett PPaarrcceell IIDD:: 1155EE--2299SS--1155--6655228866--000000--00119900,, 11226644 CClleevveellaanndd SSttrreeeett PPaarrcceell IIDD:: 1155EE--2299SS--1155--6655228866--000000--00119911 11227744 CClleevveellaanndd SSttrreeeett PPaarrcceell IIDD:: 1155EE--2299SS--1155--6655228866--000000--00118800 11227733 GGrroovvee SSttrreeeett PPaarrcceell IIDD:: 1155EE--2299SS--1155--5588778888--000000--00228800 11227777 GGrroovvee SSttrreeeett PPaarrcceell IIDD:: 1155EE--2299SS--1155--5588778888--000000--00229900 2200 SSoouutthh BBeettttyy LLaannee PPaarrcceell IIDD:: 1155EE--2299SS--1155--5588778888--000000--00113300 CClleeaarrwwaatteerr,, PPiinneellllaass CCoouunnttyy,, FFlloorriiddaa SShhaaww PPrroojjeecctt NNoo..:: 114400333388 SSeepptteemmbbeerr 1177,, 22001100 I declare that, to the best of my professional knowledge and belief, I meet the definition of environmental professional, or have worked under the supervision or responsible charge of a person meeting the definition of environmental professional, as defined in Section 312.10 of 40 CFR. Prepared by: Date: Laura J. Herron, CHMM, REM Project Scientist I declare that to the best of my professional knowledge and belief, I meet the definition of environmental professional as defined in Section 312.10 of 40 CFR, and I have the specific qualifications based on education, training, and experience to assess a Property of the nature, history, and setting of the Property. I have developed and performed the all appropriate inquiries in conformance with the standards and practices set forth in 40 CFR Section 312. Reviewed by: Date: Michael A. Gonsalves. P.G. Senior Geologist N:\MG\140338. City of Clearwater- Cleveland St Phase I and ACM\RPHIESA-0910 Final Cleveland St, Grove St, and Betty Lane.docx Form Revised January 2007 ii Table of Contents ________________________________________________ Signature page ............................................................................................................................................... i List of Appendices ......................................................................................................................................... iii 1.0 Executive Summary ........................................................................................................................ 1-1  2.0 Introduction ..................................................................................................................................... 2-1  3.0 Property Description ....................................................................................................................... 3-1  3.1 Property Location ................................................................................................................. 3-1  3.2 Property Description ............................................................................................................. 3-1  3.3 Physical Setting of Property ................................................................................................. 3-3  4.0 User-Provided Information .............................................................................................................. 4-1  5.0 Records Review .............................................................................................................................. 5-1  5.1 Standard Environmental Records Sources ........................................................................... 5-1  5.1.1 Local Fire Department Records ............................................................................... 5-3  5.1.2 Local Health Department/ State Environmental Agency Records ............................ 5-4  5.2 History .................................................................................................................................. 5-4  5.2.1 Aerial Photographs .................................................................................................. 5-5  5.2.2 City Directories ...................................................................................................... 5-13  5.2.3 Property Tax Files ................................................................................................. 5-13  5.2.4 Building Department Records ................................................................................ 5-13  5.2.5 Zoning/Land Use Records ..................................................................................... 5-13  5.2.6 Historical Fire Insurance Maps .............................................................................. 5-14  5.2.7 Historical Topographic Maps ................................................................................. 5-14  5.2.8 Other Historical Sources .......................................................................................... 5-9  6.0 Site Reconnaissance ...................................................................................................................... 6-1  6.1 Methodology ......................................................................................................................... 6-1  6.2 Site Reconnaissance Observations ...................................................................................... 6-2  6.2.1 Property Representative Escorting Site Assessor ................................................... 6-2  6.2.2 Interior Observations ............................................................................................... 6-2  6.2.3 Exterior Observations .............................................................................................. 6-4  6.2.4 Underground Storage Tanks/Structures .................................................................. 6-5  6.2.5 Aboveground Storage Tanks ................................................................................... 6-5  6.2.6 De minimis Conditions ............................................................................................. 6-5  7.0 Interviews with Owners/Operators, and State/Local Representatives ............................................. 7-1  7.1 Current Owner Interview ....................................................................................................... 7-1  7.2 Current Operator Interview(s) ............................................................................................... 7-1  7.3 Past Property Owner and Operators Interviews ................................................................... 7-1  7.4 Local Government Officials .................................................................................................. 7-1  7.5 State Government Officials ................................................................................................... 7-2  7.6 Others ................................................................................................................................... 7-2  8.0 Other Environmental Considerations .............................................................................................. 8-1  8.1 Lead-Based Paint ................................................................................................................. 8-1  8.2 Asbestos ............................................................................................................................... 8-1  8.3 Mold/Microbial Growth .......................................................................................................... 8-1  8.4 Potable Water Quality ........................................................................................................... 8-1  8.5 Wetlands, Floodplains and Waters ....................................................................................... 8-1  8.6 Radon ................................................................................................................................... 8-1  8.7 Air Emissions ........................................................................................................................ 8-1  N:\MG\140338. City of Clearwater- Cleveland St Phase I and ACM\RPHIESA-0910 Final Cleveland St, Grove St, and Betty Lane.docx Form Revised January 2007 iii 8.8 Pesticides ............................................................................................................................. 8-2  9.0 Historical Recognized Environmental Conditions and de Minimis Conditions ................................. 9-1  10.0 Conclusions and Recommendations ............................................................................................. 10-1  10.1 Conclusions ........................................................................................................................ 10-1  10.2 Recommendations for Additional Investigation ................................................................... 10-1  List of Appendices _______________________________________________ Appendix A Qualifications of Environmental Professionals Appendix B Database Assessment Criteria and Statement of Limitations Appendix C Figures Appendix D Photographs Appendix E Photocopies of Additional Supporting Materials Appendix F Environmental Regulatory Agency Database Report Form Revised January 2007 1-1 1.0 Executive Summary Shaw Environmental, Inc. (Shaw) is pleased to present this Phase I Environmental Site Assessment (Phase I ESA) report. Below is an overview of the project, including a summary of our significant findings: Property name: City of Clearwater Property address (or other legal or physical Property location description): 1250/1254 Cleveland Street Parcel ID: 15-29-65286-000-0190 1264 Cleveland Street Parcel ID: 15-29-15-65286-000-0191 1274 Cleveland Street Parcel ID: 15-29-15-65286-000-0180 1271 and 1273 Grove Street Parcel ID: 15-29-15-58788-000-0280 1275 and 1277 Grove Street Parcel ID: 15-29-15-58788-000-0290 20 South Betty Lane: Parcel ID: 15-29-15-58788-000-0310. It should be noted this address is associated with the Pinellas County Property Appraiser’s records. However, during the on-site reconnaissance, the property address as noted on the residence is 120 North Betty Lane. In this report, the parcel will be referred to as 20 South Betty Lane/120 North Betty Lane. Clearwater, Pinellas County, Florida User of this report: City of Clearwater Reason for requesting the Phase I ESA: Pre-Acquisition Due Diligence Date of site reconnaissance: August 27, 2010 Property description: The Property consists of six parcels located in the East Gateway District of the City of Clearwater. The six parcels are located within a city block bounded by Cleveland Street to the north, Grove Street to the south, North Betty Lane to the east and South Lincoln Avenue to the west. Access to the parcels is by the aforementioned roads. Property operations: The Properties are developed as follows: 1250 Cleveland Street is the vacant Royal Palm Motel and 1254 Cleveland Street is the vacant Conti’s Restaurant. These two facilities are attached to each other and are considered two buildings. 1264 Cleveland Street is the Viva Mexico Restaurant. 1274 Cleveland Street is the operating Economy Inn. 1271 and 1273 Grove Street is a rental duplex. 1275 and 1277 Grove Street is a rental duplex. 20 South Betty Lane/120 North Betty Lane is the Economy Innkeepers residence. This is an attached structure to the Economy Inn. Summary of Property History The parcel located at 1250 Cleveland Street has been the Congress Royal Palm Motel from 1963 to 1975 and was then known as the Royal Palm Motel since 1963 and is currently Form Revised January 2007 1-2 defunct. The attached restaurant located at 1254 Cleveland Street has been known as “Le Petit Gourmet”, “Le Gourmet”, “Battensters Restaurant”, “Royal Palm Coffee House” and “Conti’s Restaurant” and is also currently defunct. The parcel located at 1264 Cleveland Street was known as Dobbs House Inc. Restaurant from 1963 to 1975, La Chaumiere Restaruant from 1975 to 1985, the Phone Booth Restaurant from 1985 to 1991, the Clearwater Coney Island Restaurant from 1991 to 1999, FESTA from 1999 to 2006 and the Viva Mexico Restaurant from 2006 to present. The parcel located at 1274 Cleveland Street was known as Quality Courts Motel from 1963 to 1971, Phillips Motor Inn from 1971 to 1975, Continental Motor Inn Downtown from 1975 to 1991, Seaway Continental Motor Inn from 1991 to 1999 and the Economy Inn from 1999 to the present. The parcels known as 1273 Grove Street (which includes 1271 Grove Street) and 1277 Grove Street (which includes 1275 Grove Street) have been rental duplexes since constructed in 1954 and have housed various tenants. The parcel located at 20 South Betty Lane (as identified in the Pinellas County Property Appraiser’s records) has a street address of 120 North Betty Lane and is a single family home attached to the Economy Inn located at 1274 Cleveland Street and was constructed in 1951. Conclusions and Recommendations Conclusions: Shaw performed a Phase 1 ESA in conformance with the scope and limitations of ASTM E1527 of six parcels located in the East Gateway District of the City of Clearwater identified as follows: 1250/1254 Cleveland Street Parcel ID: 15-29-65286-000-0190, Page 30 of Book 13988, Clearwater, Pinellas County, Florida. 1264 Cleveland Street Parcel ID: 15-29-15-65286-000-0191; 1274 Cleveland Street Parcel ID: 15-29-15-65286-000-0180; 1271 and 1273 Grove Street Parcel ID: 15-29-15-58788- 000-0280; 1275 and 1277 Grove Street Parcel ID: 15-29-15-58788-000-0290; 20 Betty Lane: Parcel ID: 15-29-15-58788-000-0310, Page 821 of Book 13030, Clearwater, Pinellas County, Florida. Any exceptions to, or deletions from, this practice are described in Section 2.0 of this report. This assessment did reveal the presence of recognized environmental conditions associated with this Property. Recommendations for Additional Investigation: Based on the findings of this Phase 1 ESA, Shaw does recommend additional investigation of the Property as follows: • 1250 Cleveland Street – possible soil and groundwater contamination resulting from discarded gasoline containers, pool chemicals, antifreeze and oily stormwater in the structure that housed the pool equipment. The possibility exists a clogged drain may be located in the floor of the structure or the concrete is continuous and preventing the Form Revised January 2007 1-3 Conclusions and Recommendations infiltration of this ponded water into the subsurface soils. • 1250 Cleveland Street – possible presence of asbestos containing materials ACM due to the age of the buildings (constructed in 1949 and 1963). It should be noted that information regarding renovation was not found during a file review at the City of Clearwater Building Department. • 1250 Cleveland Street – possible presence of soil and groundwater contamination from a former gasoline station located to the southeast of the parcel at 1261 Cleveland Street. • 1254 Cleveland Street – possible soil and groundwater contamination from a 540 gallon in ground grease trap located on the facility building plans. • 1254 Cleveland Street – possible presence of lead paint located on the exterior and interior woodwork and the interior walls as noted on the facility building plans. • 1254 Cleveland Street - possible presence of ACM and lead paint due to the age of the building (constructed in 1949). It should be noted that information regarding renovation was not found during a file review at the City of Clearwater Building Department. • 1254 Cleveland Street – possible presence of soil and groundwater contamination from a former gasoline station located to the southeast of the parcel at 1261 Cleveland Street. • 1264 Cleveland Street - - possible presence of ACM and lead paint due to the age of the building (constructed in 1963). It should be noted that information regarding renovation was not found during a file review at the City of Clearwater Building Department. • 1264 Cleveland Street – possible presence of soil and groundwater contamination from a former gasoline station located to the south/southeast of the parcel at 1261 Cleveland Street. • 1274 Cleveland Street – abandonment of on-site potable well. • 1274 Cleveland Street - possible presence of ACM and lead paint due to the age of the building (constructed in 1949). It should be noted that information regarding renovation was not found during a file review at the City of Clearwater Building Department. • 1274 Cleveland Street -possible presence of soil and groundwater contamination from a former gasoline station located to the south of the parcel at 1261 Cleveland Street. • 20 South Betty Lane/120 North Betty Lane – possible presence of soil and groundwater contamination due to the removal of a 200 gallon underground storage tank (UST) in August 2003. Information provided by the City of Clearwater regarding the UST removal did not provide information if the associated piping was removed and/or if soil samples were collected from the area surrounding the piping or if groundwater samples Form Revised January 2007 1-4 Conclusions and Recommendations were collected. • 20 South Betty Lane/120 North Betty Lane - possible presence of ACM and lead paint due to the age of the building (constructed in 1951). It should be noted that information regarding renovation was not found during a file review at the City of Clearwater Building Department. • 1271 and 1273 Grove Street - possible presence of ACM and lead paint due to the age of the building (constructed in 1954). It should be noted that information regarding renovation was not found during a file review at the City of Clearwater Building Department. • 1275 and 1277 Grove Street - possible presence of ACM and lead paint due to the age of the building (constructed in 1954). It should be noted that information regarding renovation was not found during a file review at the City of Clearwater Building Department. The following are considered de minimus conditions or are areas that should be noted as requiring attention by City of Clearwater: • 1250 Cleveland Street – possible soil and groundwater contamination resulting from oily staining on asphalt located throughout the parking lot area. • 1264 Cleveland Street – removal of the two 55 gallon drums of spent cooking oil found in the parking lot area to the north of the facility. • 1274 Cleveland Street – access to the office area of the motel and the western room of the pool house. This area was off limits to the environmental professional conducting the Phase I ESA activities. • 1274 Cleveland Street – removal of the unknown volume above ground propane storage tank associated with the pool’s heating equipment. Form Revised January 2007 2-1 2.0 Introduction Project Environmental Professionals Environmental Professional: Laura J. Herron, CHMM ,REM Person(s) conducting site reconnaissance and interviews (if different from the Environmental Professional) Same Senior Report Reviewer: Michael A. Gonsalves, PG Résumés or other biographical sketch of the Environmental Professional(s) involved in the preparation of this report are included in Appendix A. Scope of Services Shaw conducted the work in accordance with the following specifications (hereinafter collectively referred to as the “Scope”: ASTM International (ASTM) Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process, ASTM Designation E 1527-05 (ASTM E1527). Additional services requested outside the ASTM E1527: None. Limitations to this assessment are presented in Appendix B of this report. Objective of this Phase I ESA: The objective of this Phase I ESA was to identify, to the extent feasible, recognized environmental conditions (REC) as defined by ASTM E1527. Exceptions to, or deletions from, the above referenced Scope of Work, including significant data gaps: None, please refer to Section 8.0, “Other Environmental Considerations” for a list of non-scope considerations. Weather-related Property restrictions: None Facility access restrictions: Access was restricted to the Economy Inn office and the western room of the pool house at 1274 Cleveland Street. Form Revised January 2007 3-1 3.0 Property Description 3.1 Property Location Property name: City of Clearwater Property address (or other legal or physical Property location description): 1250/1254 Cleveland Street Parcel ID: 15-29-65286-000-0190 1264 Cleveland Street Parcel ID: 15-29-15-65286-000-0191 1274 Cleveland Street Parcel ID: 15-29-15-65286-000-0180 1271 and 1273 Grove Street Parcel ID: 15-29-15-58788-000-0280 1275 and 1277 Grove Street Parcel ID: 15-29-15-58788-000-0290 20 South Betty Lane/120 North Betty Lane: Parcel ID: 15-29-15-58788- 000-0310 Clearwater, Pinellas County, Florida Figure 1 in Appendix C presents a Site Location Map, (USGS 7.5-minute Quadrangle or similar) showing the location of the Property. Figure 2 in Appendix C presents a Site Map depicting the parcels that comprise the Property. 3.2 Property Description Property description (acreage, structures, roads, and other improvements): The Property consists of a six parcels located in the East Gateway District of the City of Clearwater as depicted on Figure 2. The six parcels are located within a city block bounded by Cleveland Street to the north, Grove Street to the south, North Betty Lane to the east and South Lincoln Avenue to the west. Access to the parcels is by the aforementioned roads. 1250/1254 Cleveland Street is a 0.5 acre parcel with three buildings: Building 1 comprises 2,602 square feet, Building 2 comprises 5,396 square feet and Building 3 comprises 3,318 square feet. Building 1 and Building 2 have two floors. A driveway and associated parking lot provides access to the three buildings. The parcel is improved with a pool and associated patio/deck. A pool house is located to the north of the pool. 1264 Cleveland Street is a 0.1 acre parcel with one building that comprises 1,449 square feet. A driveway and associated parking lot provides access to the building. 1274 Cleveland Street is a 1.3 acre parcel with one building that comprises 17, 287 square feet. The property is improved with a pool and associated patio/deck. A pool house is also located in the eastern portion of the property. A driveway and associated parking lot provides access to the building. 1271 and 1273 Grove Street is a 0.1 acre parcel with one building that comprises 1,610 square feet and is improved with two driveways. 1275 and 1277 Grove Street is a 0.1 acre parcel with one building that comprises 1,730 square feet and is improved with two driveways. 20 South Betty Lane/120 North Betty Lane is a 0.14 acre parcel with one building that comprises 1,116 square feet and is improved with an attached garage and driveway. Form Revised January 2007 3-2 Estimated percentage of Property covered by buildings and/or pavement: 1250/1254 Cleveland Street: 95% of the property is covered by buildings, pool/patio and/or pavement. 1264 Cleveland Street: 100% of the property is covered by the building and pavement. 1274 Cleveland Street: 90% of the property is covered by buildings, pool/patio and pavement 1271/1273 Grove Street: 85% of the property is covered by buildings and pavement. 1275/1277 Grove Street: 85% of the property is covered by buildings and pavement. 20 South Betty Lane/120 North Betty Lane: 75% of the property is covered by buildings and pavement. Property operations: 1250/1254 Cleveland Street is a defunct motel and associated restaurant. 1264 Cleveland Street is operating as a restaurant. 1274 Cleveland Street is operating as a motel. 20 South Betty Lane/120 North Betty Lane is a residence. 1271 and 1273 Grove Street is a duplex rental property with both units occupied. 1275 and 1277 Grove Street is a duplex rental property with the unit at 1275 vacant and 1277 occupied. Type of sewage disposal system (and age):` The Property is connected to sewer services per Ms. Carmen Pagan of the City of Clearwater Utilities Department. The parcel located at 1274 Cleveland Street was connected to City sewer services on April 7, 1949 per a review of files at the City of Clearwater Building Department. It is unknown when the other parcels were connected to City sewer services. Potable water source: The Property is connected to City water services per Ms. Carmen Pagan of the City of Clearwater Utilities Department. However, the rental property located at 1273 Grove Street had the water turned off on June 17, 2010. Per a conversation with Ms. Maria Dedrick, Property owner, an on-site potable well was used previously for water on the 1274 Cleveland Street and 20 South Betty Lane/120 North Betty Lane parcels. Electric utility: The Property is connected to Progress Energy. Natural gas: The parcels located at 1250/1254, 1264 and 1274 Cleveland Street are connected to natural gas through Clearwater Gas. The parcels located at 1271/1273 and 1275/1277 Grove Street do not have access to natural gas. Energy source(s) for heating: The pool heater associated with the former Royal Palm Hotel located at 1250 Cleveland Street was connected to natural gas. The pool located at the Economy Inn, 1274 Cleveland Street was heated using propane. The residence located at 20 South Betty Lane/120 North Betty Lane previously used a 200 gallon UST containing fuel oil for heating purposes. Current uses of adjoining properties, North: To the north of 1250/1254 Cleveland Street are single family homes located at 1237 and 1241 Grove Street, to the north of 1264 Cleveland Street is the parking lot of the Economy Inn at 1274 Cleveland Street, to the north of 1274 Cleveland Street are the residences located at 1247, 1271/1273 and 1275/1277 Grove Street, to the north of 20 South Betty Lane/120 North Betty Lane is a multi-family home located at 1254 Grove Street, to the north of 1275/1277 Grove Street is a single family home located at 1250 Grove Street, to the north of 1271/1273 Grove Street is a single family home located at 1244 Grove Street. Form Revised January 2007 3-3 South: To the south of 1250/1254 Cleveland Street is the Ultimate Medical Academy located at 1255 Cleveland Street, to the south of 1264 Cleveland Street is the business, “Cash Register Auto Insurance” located at 1261 Cleveland Street, to the south of 1274 Cleveland Street is the business “Maxa Enterprises Court Reporting” located at 1275 Cleveland Street, to the southeast of 1274 Cleveland Street is an Exxon Gas Station located at 1285 Cleveland Street, to the south of 20 South Betty Lane/120 North Betty Lane, 1275/1277 and 1271/1273 Grove Street is the Economy Inn located at 1274 Cleveland Street. East: To the east of 1250/1254 Cleveland Street is the “Viva Mexico” restaurant located at 1264 Cleveland Street and the Economy Inn located at 1274 Cleveland Street, to the east of 1264 Cleveland Street is the front driveway and associated parking areas for the Economy Inn at 1274 Cleveland Street, to the east of 1274 Cleveland Street is “Verizon” located at 1285 Cleveland Street, to the east of 20 South Betty Lane/120 North Betty Lane is the parking lot associated with the Verizon building located at 1285 Cleveland Street, to the east of 1275/1277 Grove Street is the single family residence located at 20 South Betty Lane/120 North Betty Lane, to the east of 1271/1273 Grove Street is the duplex located at 1275/1277 Grove Street. West: To the west of 1250/1254 Cleveland Street is the business “A Very Important Pet” located at 1242 Cleveland Street and a parking lot, to the west of 1264 is the former Royal Palm Motel/Conti’s Restaurant located at 1250/1254 Cleveland Street, to the west of 1274 Cleveland Street are the properties located at 1264 Cleveland Street, Viva Mexico Restaurant and the former Royal Palm Motel/Conti’s Restaurant located at 1250/1254 Cleveland Street, to the west of 20 South Betty Lane/120 North Betty Lane is the duplex located at 1275/1277 Grove Street, to the west of 1275/1277 Grove Street is the duplex located at 1271/1273 Grove Street, to the west of 1271/1273 Grove Street is the single family home located at 1247 Grove Street. Site photographs are provided in Appendix D. All site photographs taken during the site reconnaissance are included on the attached CD. 3.3 Physical Setting of Property Topography: Based upon the site inspection and the review of the applicable USGS topographic quadrangle, the Property slopes to the northwest beginning at an elevation of approximately 40 feet above mean sea level sloping to approximately 35 feet above mean sea level. The surrounding area varies in elevation from 30 to 50 feet above mean sea level. Geology According to the EDR Geocheck Report, the Property is located in an area developed during the Cenozoic era, of Tertiary System and Miocene Jackson Group Series in a Stratified Sequence. The primary soil component is urban land. Hydrogeology: The Property has a quick infiltration rate, with well to excessively drained soils. Flood plain: The Property lies outside both the 100-year and 500-year flood zone according to the FEMA flood map #12103C0108H. Form Revised January 2007 3-4 Depth to groundwater:/ gradient: Regional data presented in the EDR Report suggests groundwater flow direction is often consistent with topographical conditions in the absence of pumping wells. Since review of the topographic map indicates that the general topographic gradient is to the northwest, groundwater flow is also believed to be mainly to the northwest. This direction of ground water flow is supported by a review of environmental reports for facilities identified in the EDR Report. The EDR does not provide data that indicates the depth to groundwater at the site, however a review of environmental reports for facilities identified in the EDR report indicate a groundwater depth of 5 feet below land surface in this area. Unless otherwise stated, groundwater gradient was estimated based on Property and regional topography and surface features such as streams, lakes, and wetlands. Supporting information is found in Appendix E Sources of the above information include: • Environmental Data Resources • Soil Survey • USGS Topographic Maps • FEMA Flood Insurance Rate Map • Various Environmental Reports reviewed for facilities identified within a 0.25 mile radius of the Property. Form Revised January 2007 4-1 4.0 User-Provided Information Before initiating the Phase I ESA, Shaw discussed the project with representatives of the User of this report as described in Section 1.0. Additionally a Project Initiation Sheet and ASTM User Questionnaire was completed and are included in Appendix E. The table below presents a summary of the information provided by the User that was considered by the User as material to RECs in connection with the Property. Title records: A 50-year Chain of Title was provided by the user of this report found in Appendix E. Environmental liens: None provided. Activity and use limitations (deed restrictions, etc.): None provided. Knowledge of Property price reductions (devaluation) below fair market value due to environmental considerations: None provided. Are you aware of any pending, threatened or past litigation relevant to hazardous substances or petroleum products in, on, or from the Property; administrative proceedings relevant to hazardous substances or petroleum products in, on, or from the Property; or notices from any governmental entity regarding any possible violation of environmental laws or possible liability relating to hazardous substances or petroleum products? No. Property plans and/or descriptions: Pinellas County Property Appraiser information provided in Appendix E. . Previous environmental reports: A “ Fuel Oil UST Closure Assessment, 1274 Cleveland Street, Clearwater, Florida” dated August 20, 2003, authored by Envirochek, Inc., signed by Steven D. Stratton, provided by the City of Clearwater. According to current property owner, Ms. Maria Dedrick, the UST was not removed from the property located at 1274 Cleveland Street, but rather it was removed from the residence located at 20 South Betty Lane/120 North Betty Lane. This report can be found in Appendix E. Actual, commonly known, or reasonably ascertainable information or other knowledge that may be material to RECs (describe): According to Ms. Maria Dedrick, a potable well was previously used a source of water for the property located at 1274 Cleveland Street. Evidence of this well was not encountered during the Property reconnaissance nor was information regarding this well provided in the EDR Report, Southwest Florida Water Management District (SWFWMD) or Department of Health databases. Form Revised January 2007 5-1 5.0 Records Review 5.1 Standard Environmental Records Sources The regulatory agency database was obtained from Environmental Data Resources, Inc. (EDR), Report ID No. 2850801.2s. A complete copy of the database report as provided by EDR, including the date the report was prepared, the date the information was last updated, and the definition of databases searched, is provided in Appendix F. The Property was not identified in any of the environmental databases accessed. In addition, twenty-three (23) facilities were identified in the databases within a one quarter mile ASTM search radii, eighteen (18) facilities were identified in the databases within a one half mile ASTM search radii, and one facility was identified in the databases with a mile ASTM search radii. Ten (10) orphan sites were identified, one site was listed in the Manufactured Gas Plant Database and it was listed twice (Clearwater Coal Gasification Plant) on the orphan list. Another site was identified in the Brownfield’s database. All ten orphan sites are more than 1 mile from the Property. Based on the database assessment criteria presented in Appendix B, none of the sites within a quarter, half-mile or mile radius and the orphan sites were considered a REC. Supporting documentation for information regarding these facilities identified in the table below is provided in Appendix E. Please see the table below for a summary of information found on the facilities identified in the EDR database report: Facility Address FAC ID Type of Site Information Found Community Health Center 1108 N. Greenwood Avenue BF529701001 Brownfield’s *SRCO – 7/28/2000 1315 Cleveland Street 1315 Cleveland Street None Brownfield’s None Car Pro 1359 Cleveland Street None Brownfield’s *SRCO 1/;10/2009 Washington Street Properties 312 Washington Avenue None Brownfield’s None 1170 Court Street 1170 Court Street None Brownfield’s None 19 City Owned Lots Court Street & S. Madison Avenue None Brownfield’s None Clearwater Automotive Site 205 S. Martin Luther King Jr. Avenue BF529701004 Brownfield’s *SRCO 6/12/2009 Dimmit Parcel B 901-927 Cleveland Street BF529701002 Brownfield’s *SRCO12/18/2009 Former Clearwater Sun 301 South Myrtle BF529701003 Brownfield’s *SRCO 1/16/200 Form Revised January 2007 5-2 Facility Address FAC ID Type of Site Information Found Preferred Auto Lease 1165 Cleveland Street 8515495 Petroleum **NFRAP 5/26/1995 Dodges Store Savings Station 1194 NE Cleveland Street 8515525 Petroleum None Clearwater Nash/Goodyear Auto Service Center 1196 Cleveland Street 8630867 Petroleum None Clearwater Nash/Goodyear Auto Service Center 1196 Cleveland Street FLD981857436 RCRA None Plaza 66 Service 1241 Cleveland Street None None None GTE Credit Union/Ed Lowe Gulf Service 1261 Cleveland Street 9400721 Petroleum None Verizon 1280 Cleveland 8630910 Petroleum In compliance - 6/22/2010 Lee’s Sinclair Service/Suncoast #22/FINS Suncoast Oil Co. 1285 Cleveland Street 8515574 Petroleum *SRCO 3/5/2009 Manal Oil Inc./Highway Oil Co. 1310 Cleveland Street 8515315 Petroleum Assessment, ground water flow to the east away from Property FDOT SW Corner HWY 590 & NE Cleveland Street 9800302 Petroleum None Fashion Cleaners & Shirt Laundry 1152 Court Street 8630879 Petroleum None Fashion Cleaners & Shirt Laundry 1152 Court Street FLD032206807 Dry Cleaners Violations – Corrective Action Taken, 9/3/2010 Sunshine Car Wash 1175 Court Street 8515582 Petroleum None Infinity Mobil Co. 10 N. Missouri Avenue None Petroleum None City of Clearwater, City Hall Annex 10 S. Missouri Avenue 8624543 Petroleum None U-Haul Center 201 S. Missouri Avenue 8515618 Petroleum None Discount Auto Air Court Street & Missouri Avenue 8624534 Petroleum None Discount Auto Service 501 S. Missouri Avenue 8515237 Petroleum None City of Clearwater/Former Montgomery Wards SW corner Missouri Avenue & Cleveland Street 9401089 Petroleum *SRCO 1/04 Form Revised January 2007 5-3 Facility Address FAC ID Type of Site Information Found Clearwater Country Club 525 N. Betty Lane 8733519 Petroleum *SRCO 10/4/02 AAMCO Transmission 201 S. Greenwood Avenue 8630822 Petroleum Assessment, groundwater flow to the west. Aneco Co. 400 S. Greenwood Avenue 8735150 Petroleum Assessment, groundwater flow to the west/northwest. Spic N Span Laundry Cleaners Inc. 1249 Cleveland Street None Dry Cleaners None Peacock Cleaners Launderers 1220 Cleveland Street None Dry Cleaners None Econ o wash 203 S. Lincoln Avenue None Dry Cleaners None The Laundrytorium 16 N. Missouri Avenue None Dry Cleaners None Friendlys Drycleaning Laundry/Cleveland Plaza Shopping Center 11S. Missouri Avenue 9800310 Dry Cleaners None One Hour Martinizing 1162 Cleveland None Dry Cleaners None Gulf Bay Laundromat 1166 Cleveland Street None Dry Cleaners None American Eagle Cleaners/Spotlite Cleaners 1350 Cleveland Street 982096927 Dry Cleaners None Clearwater Gasification Plant 400 Myrtle Avenue None Ground Water Cleanup Assessment, ground water flow to the northwest, facility located greater than 1 mile west of Property. *SRCO = Site Rehabilitation Completion Order **NFRAP = No Further Remedial Action Planned 5.1.1 Local Fire Department Records Agency Contacted (Name, Address, Phone Number) Description of records Pinellas County Fire and Rescue 610 Franklin Street Clearwater, FL 33756- 5414 Bobbie Eigenmann 727-562-4334 There were two fires reported for the parcel 1274 Cleveland Street on the following dates: • December 3, 1989 – Three alarm fire, $125,000 in damages caused. Cause was multiple ignition sources in carport. • January 10, 1993 – Unknown amount of damages. Cause was electrical short circuit in bedroom. Records do not exist for the parcels 1250/1254 and 1264 Cleveland Street, 1277/1275 and 1273/1271 Grove Street, and 20 South Betty Lane/120 North Betty Lane. According to Ms. Bobbie Eigenmann, records for the Fire Department are available back to 1999. Form Revised January 2007 5-4 Supporting documentation regarding the above information can be found in Appendix E. 5.1.2 Local Health Department/ State Environmental Agency Records Agency Contacted (Name, Address, Phone Number) Description of records Pinellas County Health Dept. 4175 East Bay Drive Clearwater, FL 33764 Will Christian 727-507-4336 Records were not found for the Property. 5.2 History The table below presents a summary of the operational history of the Property. The summary is an integration of the findings of the individual historical record sources presented in subsequent sections. Summary of Property History Dates Property Use 1942 Undeveloped, wooded. 1957 1250/1254 Cleveland Street Hotel/Restaurant and pool present, 1264 Cleveland Street, cleared/undeveloped, 1274 Cleveland Street Hotel and pool present, 20 South Betty Lane/120 North Betty Lane residence is present. 1277/1275 Grove Street cleared/undeveloped, 1273/1271 Grove Street, small structure present, does not appear to be the duplex currently located on the parcel. 1970 The Property is the same as in 1957 with the exception that 1277/1275 Grove Street and 1271/1273 Grove Street are developed with the duplexes that currently exist on the parcels. 1997 Same as in 1970. Summary of History of Properties in Surrounding Area Direction Past Surrounding Property Use(s) North Undeveloped, wooded in 1942 residential from 1957 to present. East Undeveloped, wooded in 1942, commercial from 1957 to present. South Undeveloped, wooded in 1942, commercial from 1957 to present. West Undeveloped wooded in 1942, commercial/residential from 1957 to present. Form Revised January 2007 5-5 Facilities of potential environmental concern on the Property or in the vicinity are further discussed in Sections 5.2.1 through 5.2.8, below and supporting information is provided in Appendix F. 5.2.1 Aerial Photographs Property / Vicinity Observations Property 1942– Property is wooded and undeveloped, Cleveland Street, Betty Lane and Grove Street are present. 1957 – Motel/restaurant is visible at 1250/1254 Cleveland Street, parcel is cleared and appears to be paved at 1264 Cleveland Street, motel is visible at 1274 Cleveland Street, attached residence to motel is present at 20 South Betty Lane/120 North Betty Lane, parcel is cleared at 1277/1275 Grove Street, the duplex is present at 1273/1271 Grove Street. 1970 – Property appears to be the same, however there is a duplex located at 1275/1277 Grove Street. 1986 – Property has a separate building located to the south of the motel, appears to be the location of the motel office. 1997 – Property appears to be the same as in the 1986 aerial photograph. North 1942– Grove Street is present to the north of the Property and further north it is wooded and undeveloped. 1957 – Parcel located at 1254 Grove Street (to the north of 20 South Betty Lane/120 North Betty Lane) is present. Remaining parcels to the north of the Property are undeveloped. 1970 – Parcels to the north of 1277/1275 and 1273/1271 Grove Street are developed into single family homes located at 1250 and 1244 Grove Street. 1986 and 1997 – Parcels to the north of Property appear to be the same as in the 1970 aerial photograph. East 1942– North Betty Lane is present directly east of the property and further east is what appears to be a home site with driveway is located due east of the 1274 Cleveland Street parcel, east of the 20 South Betty Lane/120 North Betty Lane parcel is wooded and undeveloped land. 1957 – the home site to the east of 1274 Cleveland Street is gone and is replaced by the office building and associated parking lot, 1970, 1986, and 1997 – parcel to the east appears the same as in the 1957 aerial photograph. South 1942 – Undeveloped, wooded land is located to the south of the Property, 1957- numerous buildings are located to the south of the Property, three small buildings are located to the southwest of the Property, a building is located directly to the south of the Property (Ed Lowe Gulf Service) and a cleared area exists to the southeast of the Property. Further southeast of the property is the filling station located at the corner of South Betty Lane and Cleveland Street. 1970 – the three small building are no longer present to the southwest of the Property and are replaced with a larger building which is now the Ultimate Medical Academy, the cleared are previously located to the southeast is now occupied with a building. The footprint of the filling station at the corner of South Betty lane and Cleveland Street appears smaller 1986 – the parcel known as Ed Lowe Gulf Service appears to have expanded their parking lot and the building located to the southeast of the Property appears longer and narrower than in the 1970 aerial photograph. 1997 – The parcels to the south appear the same as in the 1986 aerial photograph. West 1942 – North Lincoln Avenue is present to the west of the Property and further west is undeveloped, wooded land. 1957 – a building is located to the west of the Property which is now currently known as “A Very Important Pet” grooming and boarding business. 1970 – footprint of the building located to the west appears larger than in the 1957 aerial photograph. 1986 - footprint of the building located to the west appears smaller than in the 1970 aerial photograph. 1997 –The parcels to the west appear the same as in the 1986 aerial photograph. Historical aerial photographs were obtained from, or viewed at, the following sources: • EDR Aerial Photo Decade Package, 2850801.5, Appendix F Form Revised January 2007 5-6 5.2.2 City Directories Property / Vicinity Address/Listings from Historical City Directories Property 1250/1254 Cleveland Street: • 1966 –1971 - Congress Royal Palm Motel/Frank Carelli • 1975- 1991 - Royal Palm Motel/Frank Carelli • 1999 -Royal Palm Motel & Coffee Shop • 2006 – No Current Listing 1264 Cleveland Street: • 1966 –1971 - Dobbs House Inc., Restaurant • 1975 – La Chaumiere Restaurant • 1985 – Phone Booth Restaurant • 1991 – Clearwater Coney Island Restaurant • 1999 – FESTA • 2006 – Viva Mexico Restaurant 1274 Cleveland Street: • 1966 – Phillips Quality Courts Motel • 1971 – Phillips Motor Inn/Lyle E. Nichols • 1975 - Continental Motor Inn Downtown/Lyle E. Nichols • 1985 – Continental Motor Inn Downtown/Dan Palumbo • 1991 – Seaway Continental Motor Inn/ Jay Bakriwala, Mgr. • 1999 – 2006 - Economy Inn 20 Betty Lane South/120 Betty Lane North: • 1958 William H. and Hattie M. Phillips • 1962 Edw. C. Dowdy • 1966 – Mrs. Elsif J. Dowdy 1271/1273 Grove Street: • 1966 – Transients • 2006 – No Current Listing 1275/1277 Grove Street: • 1966 – Transients • 2006 – 1275 – Jimmy D. Carroll/1277-No Current Listing North 1966-2006 - Residential. East 1966 – 2006 – Commercial, Offices. South 1966-2006 – Commercial, Gas Stations, Motels, Banks. West 1966 – 2006 – Commercial, Restaurants. Form Revised January 2007 5-7 5.2.3 Property Tax Files For 1264, 1274 Cleveland Street, 20 South Betty Lane/120 North Betty Lane, 1277/1275 Grove Street and 1273/1271 Grove Street: Year Owner 02/28/1950 to 03/01/1961 W.H. Phillips and Hattie M. Phillips 03/01/1961 to -7/23/1973 Elsie J. Dowdy 7/23/1973-01/17/1990 Continental Inn, Inc. 01/17/1990 – 8/29/2003 Jashwanthlal H. Bakriwala and Jyotsna J. Bakriwala 08/29/2003– Present M.N.E.K., Inc. For 1250/1254 Cleveland Street: Year Owner 05/14/1949 to 10/14/1997 Royal Palm Motel-Coffee Shop, Inc. 10/14/1997 to -03/24/1999 Witold and Ewa Dabkowski 03/24/1999-04/12/2001 Kazimierz and Mary Sowa Sochocki 04/12/2001 – 12/08/2004 Mary Sowa Sochocki 12/08/2004– Present M.N.E.K., Inc. Source of ownership information: • 50-year chain of title search, Appendix E 5.2.4 Building Department Records Building permit applications were obtained from the City of Clearwater Building Department for the following parcels: 1264 Cleveland Street • July 1991 – for driveway paving. 1274 Cleveland Street • July 16, 1973 – for unspecified additions. • July 1991 – for driveway paving. • January 1992 – for parking lot resurfacing Form Revised January 2007 5-8 • January 3, 1995 for a sign permit • February 15, 2000 for fire marshal violation repairs (plumbing) • April 24, 2000 for electrical upgrade to air handler and air handler change out. Building permits and/or permit applications were not found for properties associated with 1250/1254 Cleveland Street, 20 South Betty Lane/120 North Betty Lane, 1271/1273 and 1275/1277 Grove Street. 5.2.5 Zoning/Land Use Records Property / Vicinity Description of Zoning / Land Use Records Property Property is zoned as D (Downtown District) for parcels 1250/1254, 1264 and 1274 Cleveland Street and for parcels 1275/1277, 1271/1273 Grove Street and 20 South Betty Lane/120 North Betty Lane; parcels are zoned as MHDR (Medium High Density Residential District). North Property is zoned as MHDR (Medium High Density Residential District). East Property is zoned as D (Downtown District). South Property is zoned as D (Downtown District). West Property is zoned as D (Downtown District) and MHDR (Medium High Density Residential District). Source of zoning / land use records: • City of Clearwater Planning Department, Appendix E • EDR Certified Property Tax Map Report, 2850801.8, Appendix F 5.2.6 Historical Fire Insurance Maps Property / Vicinity Observations Property The Property is covered on the 1965 Sanborn Fire Insurance Map. 1250/1254 Cleveland Street is identified as a 19 unit concrete block motel with pool and attached restaurant, 1264 Cleveland Street is identified as a concrete block restaurant, 1274 Cleveland Street is listed as the Phillips Motel, concrete block with 28 units with pool and a concrete block pool house, 22 South Betty Lane/120 North Betty Lane is listed as a concrete block dwelling attached to the Phillips Motel at 1274 Cleveland Street, 1277/1275 and 1273/1271 Grove Street have the addresses 1255/1253 and 1251/1249 respectively and are listed as concrete block duplex dwellings present North Properties to the north are identified as dwellings East Properties to the east are identified as the Dial Exchange Building located at 1280 Cleveland Street; facility is steel frame, concrete floors and roof on steel joists. Form Revised January 2007 5-9 Property / Vicinity Observations South Properties to the south is a Bank with a detached drive in facility, no address given, a filling station located at 1261 Cleveland Street, a Synagogue at 1275 Cleveland, an unknown store located at 1277 and a paint store located at 1279 Cleveland Street. To the southeast of the Property is a filling station located at 1285 Cleveland Street West Properties to the west include a restaurant and stores. Name and year of historical fire insurance maps and source: • EDR Certified Sanborn Map Report, 2850801.3, Appendix F 5.2.7 Historical Topographic Maps Property / Vicinity Observations Property Property slopes to the southwest and is undeveloped. North Property slopes northeast towards Stevenson Creek and undeveloped. Cleveland Street, Betty Lane and Grove Streets are present. East Property slopes east and some home sites are present. South Mostly flat and one building is present. West Mostly flat, some buildings are present. . Name and year of historical topographic maps and source: • Clearwater Quadrangle; 1954, 1974, 1987, 1995 • EDR Historical Topographic Map Report, 2850801.4, Appendix F 5.2.8 Other Historical Sources There were no other sources of historical information reviewed during this assessment. Form Revised January 2007 6-1 6.0 Site Reconnaissance Shaw’s representative, Laura J. Herron, conducted a site reconnaissance of the Property and surrounding area on August 27, 2010. The objective of the site reconnaissance was to obtain information indicating the presence of RECs in connection with the Property. 6.1 Methodology Shaw used the following methodology to observe the Property: • Confirmed the definition of the Property boundaries with the provided site location maps, • Traversed the outer Property boundary • Traversed transects across the Property The following is a summary of the buildings present and their current uses: • 1250/1254 Cleveland Street – Three buildings present, with two of the three having a second floor. Two buildings are associated with the vacant Royal Palm Motel with one building having a second floor. Approximately twenty-one (21) rental units are located within the former Royal Palm Motel. The third building attached to the Royal Palm Motel is a vacant restaurant. This building had a second floor. • 1264 Cleveland Street – One story building present currently operating as Viva Mexico Restaurant. • 1274 Cleveland Street – One story building present currently operating as the Economy Inn. This building contains thirty-three (33) rental units. A one story building was present associated with the abandoned pool. • 20 South Betty Lane/120 North Betty Lane – One story building present with attached two car garage used as a residence. This building is attached to the Economy Inn at its northeast corner. • 1275/1277 Grove Street – One story building with two rental units. Both units were occupied with tenants. • 1273/1271 Grove Street – One story building with two rental units. One unit was vacant (1273) and the other unit (1271) was occupied. Photographs of the Property and adjacent properties are included as Appendix D to this report and a complete set of all photographs taken during the site reconnaissance are on the attached CD. Form Revised January 2007 6-2 6.2 Site Reconnaissance Observations 6.2.1 Property Representative Escorting Site Assessor Name of Property Representative and relationship to the Property Company Title Years of Experience with Property and Other Site Qualifications Ms. Nelly Gomes and Ms. Maria Dedrick M.N.E.K., Inc. N/A Owners since December 2004 N/A = Not available 6.2.2 Interior Observations The following are interior observations made during the August 27, 2010 site reconnaissance: 1250/1254 Cleveland Street 1250 Cleveland Street is the address for the vacant former Royal Palm Motel. 1254 Cleveland Street is the address for vacant attached restaurant. The property is vacant and unkempt. Electricity and water were not available during the time of the inspection. The 21 rental units of the Royal Palm Motel are being used for storage of various materials such as paints, pavement sealer, oils, furniture and mattresses. Each rental unit has a bathroom equipped with a toilet, sink and tub/shower. Some units also have kitchens including the rental unit used for the innkeeper. The rental unit associated with the inn keeper had roof leaks and water was ponding in by the glass slider in the former office of the motel. The pool has putrid, dark green water collecting in the deep end. An attached pool house structure to the pool deck had various materials discarded inside it including gasoline cans, pool chemicals, pipes, vents, shelving. There was approximately 3 inches of standing oily water located inside this structure. A drain was not observed at this location. A dining area occupying two floors and a kitchen occupying the bottom floor was observed at the former restaurant located at 1254 Cleveland Street. Electricity and water were not available during the time of the inspection. Bathrooms were located on both floors for men and women. The men’s bathrooms contained a toilet, urinal and sink, and the women’s bathrooms contained two toilets and a sink. Floor drains existed in all bathrooms. What appeared to be a bar was located on the second floor. This area appeared to have access to water as PVC plumbing fixture was observed in this area. The kitchen located in the rear of the first floor had numerous drains and pipes observed throughout. Also located in the rear of the first floor was access to the electrical supplies (circuit breakers). The bottom floor of the restaurant had tables, a pile of clothes, paint cans, spray oil cans, and a supply closet that contained, sealers, fire extinguishers, caulk tape. The top floor had debris strewn about (papers and cans), fire extinguishers, plywood and remnant decorations. Form Revised January 2007 6-3 1264 Cleveland Street is the location of the Viva Mexico Restaurant. This restaurant is open for evening dining only, six days/week. During the site reconnaissance, a worker was in the kitchen preparing the food for the evening opening. The front of the restaurant is the dining area with a bar and in the rear is the kitchen. Underneath the bar was a carbon dioxide cylinder assumed to be used for carbonated beverage dispensing A bathroom for men and women was observed consisting of a toilet and sink in each. Floor drains were not observed in either bathroom. A floor drain was observed in the kitchen along with two stainless steel sinks (one had two partitions located within). In addition a drain was observed in the concrete pad, near the air compressor, located outside of the restaurant to the north of the facility. 1274 Cleveland Street is the location of the Economy Inn motel. The motel was operating during site reconnaissance and has 33 rental units. A typical rental unit consists of a bedroom with bathroom, compact refrigerator, microwave, television with cable, and air conditioner/heater. Telephones were not observed in the rooms. The bathroom has a tub/shower, toilet and sink. No other floor drains were observed in the bathrooms. The electrical supply room had numerous circuit breakers, many with rusty casings. A storage closet located near the electrical supply room was the location for tools, bed frames, discarded sinks and extension cords. A can of the pesticide “Sevin” was located here. The motel utilized a gas water heater which was contained in its own closet with a stack vented to the outside. A pool house was located to the north of the vacant pool. The facility had two rooms. The east room was accessible and was the location of the hotel’s washer and dryer for laundry purposes. This area also stored clothes, paints, cleaners, carpet adhesives and laundry supplies (detergents). Floor drains were not observed in the area of the pool house. The west room was not accessible as the Shaw representative was denied access. 20 South Betty Lane/120 North Betty Lane are the location of a three bedroom, 2 bathroom home with attached 2 car garage. This building is attached to the Economy Inn motel located at 1274 Cleveland Street and was most likely to be used as the innkeeper’s residence. Both bathrooms have a sink and toilet, one bathroom has a walk in shower and the other has a combination tub/shower. Located throughout the garage were de minimus quantities of herbicides, oven cleaners, fertilizers, cleaners spray paint, paint cans and car maintenance chemicals (antifreeze). 1277/1275 Grove Street and 1273/1271 Grove Street is the location of two rental duplexes. Tenants occupy all but 1273 Grove Street. Each rental unit has a driveway. The rental unit consists of two bedrooms, a bathroom with sink, toilet and tub/shower combination and a kitchen. Access was granted to the vacant rental located at 1273 Grove Street. A can of oven cleaner and a bottle of cable pulling lubricant were observed at this location. Form Revised January 2007 6-4 6.2.3 Exterior Observations Shaw made the following exterior observations during outside site reconnaissance: Issue Comments Hazardous materials or petroleum products 1250/1254 Cleveland Street – numerous discarded gasoline cans in pool house area. 1264 Cleveland Street – two 55 gallon drums of cooking oil to the north of Viva Mexico Restaurant. 1274 Cleveland Street – An unknown size above ground propane tank located directly east of the pool house within a wooden fenced in enclosure. De minimus quantities of paints to the north of the Economy Inn Motel. 20 South Betty Lane/120 North Betty Lane – None observed. 1277/1275 and 1273/1271 Grove Street – None observed. Hazardous waste None observed. Solid waste None observed except behind the Economy Inn at 1274 Cleveland Street and the properties located at 1277/1275 and 1273/1271 Grove Street in which discarded wood, building supplies, pipes, lawn chairs were observed. Wells None observed. However, per a conversation with Ms. Maria Dedrick, an on-site potable well was located and used for the properties at 1274 Cleveland Street and 20 South Betty Lane/120 North Betty Lane. Research into potable well records with the Pinellas County Health Department, Super Act Database of the State of Florida Health Department and Southwest Florida Water Management District did not provide information regarding this well. Process wastewater None observed. Storm water None observed. Drains, sumps, and drywells 1250/1254 Cleveland Street – a grated drain was noted in the parking area in the west central portion of the property with what appeared to be a pipe cleanout and a square manhole. 1274 Cleveland Street – had numerous pipe/drains and cleanouts that were observed exiting the building. Odors None. PCB-containing equipment None observed. Pits, ponds, or lagoons; Property None observed. Pits ponds, lagoons - adjoining properties None observed. North None observed. South None observed. East None observed. West None observed. Stained soil or pavement 1250/1254 Cleveland Street – parking area and driveway pavement was oil stained 1274 Cleveland Street – driveway pavement was stained particularly near the front office. Form Revised January 2007 6-5 Issue Comments Stressed vegetation None observed. General exterior yardkeeping Debris located in areas noted above in the solid waste discussion. 6.2.4 Underground Storage Tanks/Structures Existing underground storage tanks (UST): There were no existing on-site USTs reported or observed. Former USTs: According to the August 20, 1993 Fuel Oil Closure Assessment Report, a 200 gallon UST was removed from the 1274 Cleveland Street Property. According to Ms. Maria Dedrick, the 200 gallon UST was removed from the northeast corner of the 20 South Betty Lane/120 North Betty Lane property. A site location map was not included in the report to determine the former UST location. NOTE: Shaw’s assessment of USTs included interviews with the Property Owner/Operator and visually apparent observations including repairs to pavement, vent pipes, ancillary equipment, and fill ports; as well as a review of readily ascertainable records relating to current and historical heating fuel sources and local and state records. 6.2.5 Aboveground Storage Tanks Existing aboveground storage tanks (AST): An unknown volume propane tank was observed at 1274 Cleveland Street due east of the pool house. It is thought this supplied propane to previously heat the pool Former ASTs: There were no former on-site ASTs reported or observed. NOTE: Shaw’s assessment of ASTs included interviews with the Property Owner/Operator and visually apparent observations including repairs to pavement, tank pads and ancillary equipment, and spill containment berms; as well as a review of readily ascertainable records relating to current and historical heating fuel sources and local and state records. 6.2.6 De minimis Conditions ASTM defines de minimis conditions as those that “generally would not be the subject of an enforcement action if brought to the attention of appropriate governmental agencies,” i.e., minor soil staining. De minimis conditions identified include the small, scattered piles of trash found throughout the Property consisting of wooden stakes, yard waste, bottles, bags and wrappers. Form Revised January 2007 7-1 7.0 Interviews with Owners/Operators, and State/Local Representatives During the course of this assessment, Shaw interviewed or attempted to interview the following individuals. 7.1 Current Owner Interview The ASTM E1527-05 questionnaire is provided in Appendix E and was completed via on site discussions with Ms. Maria Dedrick and Ms. Nelly Gomes, the current property owners. 7.2 Current Operator Interview(s) Name Title and Relationship to Property (former owner or operator) Company Name Telephone Knowledge of litigation, administrative proceedings, or environmental regulatory violations/liabilities (Y/N) Comments, including year(s) involved with the Property Maria Dedrick/Nelly Gomes Owner NA None ~6 years involved with Property. NOTE: To ascertain Operator knowledge of environmental issues, Shaw asked each person interviewed the following question: Are you aware of any pending, threatened or past litigation relevant to hazardous substances or petroleum products in, on, or from the Property; administrative proceedings relevant to hazardous substances or petroleum products in, on, or from the Property; or notices from any governmental entity regarding any possible violation of environmental laws or possible liability relating to hazardous substances or petroleum products. 7.3 Past Property Owner and Operators Interviews No past Property owners or operators were interviewed. 7.4 Local Government Officials Mr. Will Christian of Pinellas County Health Department was interviewed regarding the possibility of septic systems located on the Property and the presence of the on-site potable well for parcels 1274 Cleveland Street and 20 South Betty Lane/120 North Betty Lane. Mr. Christian indicated there are no current records of septic systems at the six parcels that comprise the Property. Mr. Christian also did not have information regarding the existence of an on-site potable well at 1274 Cleveland Street and 20 South Betty Lane/120 North Betty Lane. Mr. John Warner of the Development & Neighborhood Services Department of the City of Clearwater was contacted regarding the possibility code violations exist at the Property. Mr. Warner state there are no open code violations reported for the Property. Form Revised January 2007 7-2 7.5 State Government Officials No additional state government officials were interviewed. 7.6 Others No additional persons were interviewed. Form Revised January 2007 8-1 8.0 Other Environmental Considerations Shaw was not asked to investigate other non-scope considerations, as defined by ASTM E 1527. 8.1 Lead-Based Paint An inspection for lead-based paint was not included in this assessment. 8.2 Asbestos An inspection for potential asbestos containing materials (ACM) was not included in this assessment. 8.3 Mold/Microbial Growth An inspection for potential presence of water intrusion and/or visual microbial growth was not included in this assessment. 8.4 Potable Water Quality Shaw’s assessment of potable water quality was limited to historical research into the age of any structure(s) and major tenant improvements on the Property, building department renovation permits, published information, and agency interviews. 8.5 Wetlands, Floodplains and Waters An inspection for wetlands, floodplains and an investigation into the surface and subsurface hydrology for the Property was not included in this assessment. 8.6 Radon Shaw’s assessment of radon was limited to research of published information specific to the general area of the Property location. Radon is a colorless, tasteless, radioactive gas with an EPA-specified action level of 4.0 picocuries per liter (pCi/L) of air. Radon gas has a very short half-life of 3.8 days. The health risk potential of radon is associated with its rate of accumulation within confined areas, particularly confined areas near or in the ground, such as basements, where vapors can readily transfer to indoor air from the ground through foundation cracks or other pathways. Large, adequately ventilated rooms generally present limited risk for radon exposure. The Property contains no structures and is generally in an area of low radon potential. 8.7 Air Emissions Shaw’s assessment of air emissions was limited to observations made during the site reconnaissance. Form Revised January 2007 8-2 8.8 Pesticides Shaw’s assessment of the use of pesticides on the Property was limited to research of published information and observations made during the site reconnaissance. Form Revised January 2007 9-1 9.0 Historical Recognized Environmental Conditions and de Minimis Conditions This assessment has revealed no evidence of historical RECs in connection with the Property. Form Revised January 2007 10-1 10.0 Conclusions and Recommendations 10.1 Conclusions Shaw has performed a Phase I ESA in conformance with the scope and limitations of ASTM E1527 of, Parcel ID: 15-29-65286-000-0190, Clearwater, Pinellas County, Florida Page 30 of Book 13988, and Parcel IDs 15-29-15-65286-000-0191, 15-29-15-65286-000-0180, 15-29-15- 58788-000-0280, 15-29-15-58788-000-0290 and 15-29-15-58788-000-0310, Page 821, Book 13030 Clearwater, Pinellas County, Florida (the Property). Any exceptions to, or deletions from, this practice are described in Section 2.0 of this report. 10.2 Recommendations for Additional Investigation Based on the findings of this Phase I ESA, Shaw recommends the following additional investigation. Based on the findings of this Phase 1 ESA, Shaw recommends additional investigation of the Property as follows: • 1250 Cleveland Street – possible soil and groundwater contamination resulting from discarded gasoline containers, pool chemicals, antifreeze and oily stormwater in the structure that housed the pool equipment. The possibility exists a clogged drain may be located in the floor of the structure or the concrete is continuous and preventing the infiltration of this ponded water into the subsurface soils. • 1250 Cleveland Street – possible presence of asbestos containing materials ACM due to the age of the buildings (constructed in 1949 and 1963). It should be noted that information regarding renovation was not found during a file review at the City of Clearwater Building Department. • 1250 Cleveland Street – possible presence of soil and groundwater contamination from a former gasoline station located to the southeast of the parcel at 1261 Cleveland Street. • 1254 Cleveland Street – possible soil and groundwater contamination from a 540 gallon in ground grease trap located on the facility building plans. • 1254 Cleveland Street – possible presence of lead paint located on the exterior and interior woodwork and the interior walls as noted on the facility building plans. • 1254 Cleveland Street - possible presence of ACM and lead paint due to the age of the building (constructed in 1949). It should be noted that information regarding renovation was not found during a file review at the City of Clearwater Building Department. • 1254 Cleveland Street – possible presence of soil and groundwater contamination from a former gasoline station located to the southeast of the parcel at 1261 Cleveland Street. Form Revised January 2007 10-2 • 1264 Cleveland Street - - possible presence of ACM and lead paint due to the age of the building (constructed in 1963). It should be noted that information regarding renovation was not found during a file review at the City of Clearwater Building Department. • 1264 Cleveland Street – possible presence of soil and groundwater contamination from a former gasoline station located to the south/southeast of the parcel at 1261 Cleveland Street. • 1274 Cleveland Street – abandonment of on-site potable well. • 1274 Cleveland Street - possible presence of ACM and lead paint due to the age of the building (constructed in 1949). It should be noted that information regarding renovation was not found during a file review at the City of Clearwater Building Department. • 1274 Cleveland Street -possible presence of soil and groundwater contamination from a former gasoline station located to the south of the parcel at 1261 Cleveland Street. • 20 South Betty Lane/120 North Betty Lane – possible presence of soil and groundwater contamination due to the removal of a 200 gallon underground storage tank (UST) in August 2003. Information provided by the City of Clearwater regarding the UST removal did not provide information if the associated piping was removed and/or if soil samples were collected from the area surrounding the piping or if groundwater samples were collected. • 20 South Betty Lane/120 North Betty Lane - possible presence of ACM and lead paint due to the age of the building (constructed in 1951). It should be noted that information regarding renovation was not found during a file review at the City of Clearwater Building Department. • 1271 and 1273 Grove Street - possible presence of ACM and lead paint due to the age of the building (constructed in 1954). It should be noted that information regarding renovation was not found during a file review at the City of Clearwater Building Department. • 1275 and 1277 Grove Street - possible presence of ACM and lead paint due to the age of the building (constructed in 1954). It should be noted that information regarding renovation was not found during a file review at the City of Clearwater Building Department. The following are considered de minimus conditions or are areas that should be noted as requiring attention by City of Clearwater: • 1250 Cleveland Street – possible soil and groundwater contamination resulting from oily staining on asphalt located throughout the parking lot area. • 1264 Cleveland Street – removal of the two 55 gallon drums of spent cooking oil found in the parking lot area to the north of the facility. Form Revised January 2007 10-3 • 1274 Cleveland Street – access to the office area of the motel and the western room of the pool house. This area was off limits to the environmental professional conducting the Phase I ESA activities. • 1274 Cleveland Street – removal of the unknown volume above ground propane storage tank associated with the pool’s heating equipment. Form Revised January 2007 AAppppeennddiixx AA QQuuaalliiffiiccaattiioonnss ooff EEnnvviirroonnmmeennttaall PPrrooffeessssiioonnaallss Form Revised January 2007 AAppppeennddiixx BB DDaattaabbaassee AAsssseessssmmeenntt CCrriitteerriiaa aanndd SSttaatteemmeenntt ooff LLiimmiittaattiioonnss Form Revised January 2007 Regulatory Database Assessment Criteria The purpose of the regulatory agency environmental database review was to identify reported environmental issues for the Property and other properties in the vicinity. The database search criteria included the approximate minimum search distances specified in the Scope of Work described in Section 2.0. The descriptions of the databases searched and the associated search distances from the Property are identified in the regulatory agency database search report presented in Appendix D. The database search report lists a number of sites identified as “unmappable.” The database search firm was unable to confirm the physical locations of these sites relative to the Property or to assess whether they were located within the designated search radii. Shaw Environmental, Inc. (Shaw) independently reviewed the locations of these “unmappable” sites, to the extent possible, using various maps and our knowledge of the Property area. Any of the “unmappable” sites determined to be within the designated search radii were included in our evaluation of the various listed sites potential to result in a recognized environmental condition relative to the Property. Shaw evaluated each reported site identified in the regulatory agency database search report with respect to the nature and extent of the release, the distance of the site from the Property, the stratigraphy of soils, the expected soil permeability, and the topographic position of a reported release site with respect to known or expected local and/or regional groundwater flow direction. Reported release sites located within ¼-mile upgradient or ⅛-mile cross-gradient or adjacent downgradient are considered to have a potential to have impacted the Property and were further assessed by reviewing agency records and/or interviewing agency personnel. Form Revised January 2007 Statement of Limitations The conclusions presented in this report are professional opinions based on data described in this report. These opinions have been arrived at in accordance with currently accepted environmental industry standards and practices applicable to the work described in this report. The opinions presented are subject to the following inherent limitations: 1. This report was prepared for the exclusive use of the entity referenced in Section 1.0, the User. No other entity may rely on the information presented in the report without the expressed written consent of Shaw. Any use of the Phase I ESA report constitutes acceptance of the limits of Shaw’s liability. Shaw’s liability extends only to its client and not to any other parties who may obtain the Phase I ESA report. 2. Shaw derived the data in this report primarily from visual inspections, examination of records in the public domain, and interviews with individuals having information about the Property. The passage of time, manifestation of latent conditions, or occurrence of future events may require further study at the Property; analysis of the data; and reevaluation of the findings, observations, and conclusions in the report. 3. The data reported and the findings, observations, and conclusions expressed in the report are limited by the scope of work that was performed within the approved time and budgetary requirements. The scope of work is presented in Section 2.0 and was agreed to by the client. 4. Shaw’s Phase I ESA report presents professional opinions and findings of a scientific and technical nature. The report shall not be construed to offer legal opinion or representations as to the requirements of, or compliance with, environmental laws, rules, regulations, or policies of federal, state, or local governmental agencies. 5. This report is not a definitive study of contamination at the Property and should not be interpreted as such. Unless indicated to the contrary in Section 2.0, an intrusive assessment of subsurface soil, groundwater, or other environmental media was not performed as part of this investigation, 6. This report is based, in part, on unverified information supplied to Shaw by third-party sources. While efforts have been made to substantiate this third-party information, Shaw cannot guarantee its completeness or accuracy. APPRAISAL REPORT VACANT MIXED-USE PARCEL 1250 CLEVELAND STREET CLEARWATER, FLORIDA DATE OF VALUATION MAY 26, 2021 PREPARED FOR MR. ROBERT BRZAK CITY OF CLEARWATER REAL ESTATE SERVICES COORDINATOR 100 S. MYRTLE AVENUE, SUITE 220 CLEARWATER, FLORIDA 33756 E-MAIL: ROBERT.BRZAK@MYCLEARWATER.COM PREPARED BY JAMES M. MILLSPAUGH, MAI JAMES MILLSPAUGH & ASSOCIATES, INC. 110 TURNER STREET CLEARWATER, FL 33756-5211 JAMES MILLSPAUGH & ASSOCIATES, INC. REAL ESTATE APPRAISERS & CONSULTANTS LICENSED REAL ESTATE BROKER 110 TURNER STREET, CLEARWATER, FLORIDA 33756-5211 PHONE: (727) 461- 2648 FAX: 442-8922 E-MAIL: jim@millspaugh-appraisals.com | WEBSITE: www.millspaugh-appraisals.com June 4, 2021 Mr. Robert Brzak City of Clearwater Real Estate Services Coordinator 100 S. Myrtle Avenue, Suite 220 Clearwater, Florida 33756 E-Mail: Robert.Brzak@Myclearwater.Com RE: Vacant Mixed-Use Parcel 1250 Cleveland Street Clearwater, Florida Dear Mr. Brzak: At your request, I have made an appraisal of the current market value of the fee simple estate of the above referenced real property. The property and methods utilized in arriving at the final value estimate are fully described in the attached report, which contains 21 pages and Addenda. This Appraisal Report has been made in conformance with and is subject to the requirements of the Code of Professional Ethics and Uniform Standards of Professional Practice of the Appraisal Institute and the Appraisal Foundation. The Appraisal Report and final value estimate are subject to all attached Contingent and Limiting Conditions. I have made a careful and detailed analysis of the subject property and after analyzing the market data researched for this report, I estimate that the market value of the referenced real property only and subject to the stated limitations, definitions and certifications as of May 26, 2021, was: ONE MILLION THREE HUNDRED FIFTY THOUSAND DOLLARS ($1,350,000) Respectfully submitted, JAMES MILLSPAUGH & ASSOCIATES, INC. ____________________________ James M. Millspaugh, MAI JMM:sg JAMES M. MILLSPAUGH, MAI State-Certified General Real Estate Appraiser RZ58 TABLE OF CONTENTS INTRODUCTION Title Page Letter of Transmittal Table of Contents Site Photographs DESCRIPTIONS, ANALYSES AND CONCLUSIONS Identification of the Property 1 Census Tract Location/Zip Code 1 Flood Zone Location 1 Environmental Audit Data 1 Objective and Intended Use/Users of the Appraisal 2 Exposure Period Estimate 2 Statement of Ownership and Recent Sales History 2 Scope of the Appraisal 2 Definition of Market Value 3 Standard Contingent and Limiting Conditions 3 Certification 6 Area Description 7 Site Data 9 Assessment and Tax Data 10 Zoning and Land Use Data 11 Description of the Improvements 11 Highest and Best Use 12 Land Value Estimate 13 Land Sales Analysis and Conclusion 20 ADDENDA Qualifications of the Appraiser Standard Definitions EXISTING CONDITIONS VACANT MIXED-USE PARCEL 1250 CLEVELAND STREET CLEARWATER, FLORIDA DATE OF PHOTOGRAPHS: MAY 26, 2021 CLEVELAND STREET SCENE LOOKING WEST BEYOND SUBJECT ON RIGHT GROVE STREET SCENE LOOKING WEST FROM S. BETTY LANE BEYOND SUBJECT ON LEFT IDENTIFICATION OF THE PROPERTY: The site fronts the north side of Cleveland Street from Lincoln Avenue to N. Betty Lane with a partial back street frontage on Grove Street. It is roughly 1 mile east of downtown Clearwater proper and what today is identified as the Downtown Gateway character district. The site is legally described as follows: Lots 27-31 inclusive, Re-Subdivision of the Lots 11-15 inclusive of Padgett’s Estate, Plat Book 12, Page 24 together with Lots 18-19 less the east 20’ of Lot 18 and the south 20’ of Lots 18-19 for rights-of-way, Padgett’s Estates Plat Book 4, Page 11. CENSUS TRACT LOCATION/ZIP CODE: #264/33755 FLOOD ZONE LOCATION: Pinellas County, Florida Map #12103C0108H Effective Date: 5-17-05 The subject and immediate locale are located in a zone X, that is not a special flood hazard area. The site elevation ranges from 38’ to 44’ with the low point in the area being east along the Stephenson’s Creek drainage basin. ENVIRONMENTAL AUDIT DATA: The Appraisal has been performed without benefit of an environmental audit and presumes that no problems exist, however, I reserve the right to review and/or alter the value reported herein should a subsequent audit reveal problems. The previous use of the site was for small motels and single-family along the Grove Street frontage. Regardless of these previous uses, most buyers today would perform at a minimum, a level one environmental audit. 2 OBJECTIVE AND INTENDED USE/USERS OF THE APPRAISAL: The objective of the report is to estimate the market value including likely municipal incentives as of May 26, 2021 (date of inspection and photographs). It is my understanding that the intended use of the report is to estimate a value base for the Clearwater Community Re- development Agency (CRA) in their offering of the property via an RFP for re-development subject to the existing development rules. The intended users include the City representatives and no others. EXPOSURE PERIOD ESTIMATE: This is the past period of time required to have sold the subject property at my value estimate on the appraisal date. While this locale has experienced an extremely slow re- development cycle, most of the past marketing has been unsuccessful due to overpricing and lack of demand during the lowest point of the market decline after the 2008 nationwide financial collapse. This area suffered extensively due to changing demographics and a large supply of older space suitable for rehab to modern conditions. That process is now mostly complete and vacant sites are in a short supply. Given the City’s efforts to revitalize the area with public infrastructure, new liberal zoning and added benefits from public incentives but not including the subject as an Opportunity Zone, the exposure period should be less than one year. STATEMENT OF OWNERSHIP AND RECENT SALES HISTORY: The subject is owned by the Clearwater CRA that acquired blighted motels and older single-family along Grove Street beginning in 2010. The improvements were demolished, exterior fencing was added and the Grove Street section was developed with a public garden. As such, there have been no subsequent or recent transfers of the property that would impact the current market value. SCOPE OF THE APPRAISAL: The extent of my research effort for the sale of vacant land has focused on the downtown Clearwater market in particular and mid to north Pinellas in general. Specifically, I have researched the Pinellas Clerk’s and Property Appraiser’s data, the local MLS files, various business periodicals, local Internet sources and my newspaper clipping files. I have inspected the subject, the noted markets and the Land Sales Comparisons and verified the details of the sales with a related party. The appraisal will only include a Land Sales Comparison analysis that is the most reliable for valuing vacant land. 3 DEFINITION OF MARKET VALUE: The most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in the definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: (1) Buyer and seller are typically motivated; (2) Both parties are well informed or well advised, and acting in what they consider their own best interests; (3) A reasonable time is allowed for exposure in the open market; (4) Payment is made in terms of cash in US dollars or in terms of financial arrangements comparable thereto; and (5) The price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale. ------------------------------------------- 1 Federal Deposit Insurance Corporation, 12 CFR, Part 323, RIN 3064-AB05, August 20, 1990, Section 323.2, Definitions. STANDARD CONTINGENT AND LIMITING CONDITIONS: This Appraisal is subject to the following limiting conditions and contingencies: This Appraisal Report in no way represents a guaranty or warranty of estimated market value as reported herein. The Appraisal Report represents the opinion of the undersigned as to "one figure" based upon the data and its analysis contained herein. The legal description furnished is assumed to be correct and unless otherwise noted, no survey or title search has been made. No responsibility is assumed by the Appraiser(s) for these or any matters of a legal nature and no opinion of the title has been rendered. The property is appraised as though under responsible ownership and management. The Appraiser(s) believe(s) that information contained herein to be reliable, but assume(s) no responsibility for its reliability. 4 The Appraiser(s) assume(s) there are no hidden or unapparent conditions of the property, subsoil, or structure which would affect the value estimate. Unless otherwise noted, the Appraiser(s) has not commissioned termite or structural inspection reports on any improvements nor subsoil tests on the land. The attached photos, maps, drawings, and other exhibits in this report are intended to assist the reader in visualizing the property and have been prepared by the Appraiser(s) or his staff. These exhibits in no way are official representations/surveys of the subject property. Any distribution of the total valuation in this report between land and improvements applies only under the existing program of utilization. Separate valuations for land and buildings must not be used in conjunction with any other appraisal and are invalid if so used. In this appraisal assignment, the existence of potentially hazardous material used in the construction or maintenance of the building, such as the presence of urea-formaldehyde foam insulation, and/or the existence of toxic waste, which may or may not be present on the property, was not observed by the Appraiser; nor does he/she have any knowledge of the existence of such materials on or in the property. The Appraiser, however, is not qualified to detect such substances. The existence of urea-formaldehyde insulation or other potentially hazardous waste material may have an effect on the value of the property. The Appraiser urges the client to retain an expert in the field if desired. The Appraiser(s) will not be required to appear in court unless previously arranged. The Appraiser's duties pursuant to his employment to make the Appraisal are complete upon delivery and acceptance of the Appraisal Report. Possession of this report or copy thereof does not carry the right of publication. Neither all nor any part of the contents of this report (especially any; conclusions as to value, the identity of the Appraiser(s), or the firm with which he is connected, or any reference to the Appraisal Institute or to the MAI or SRA designation) shall be disseminated to the public through advertising media, public relations media, news media, sales media, or any other public means of communication without the prior written consent and approval of the undersigned. 5 The Americans with Disabilities Act ("ADA") became effective January 26, 1992. The Appraiser(s) has (have) not made a specific compliance survey and analysis of this property to determine whether or not it is in conformity with the various detailed requirements of the ADA. It is possible that a compliance survey of the property, together with a detailed analysis of the requirements of the ADA, could reveal that the property is not in compliance with one or more of the requirements of the Act. If so, this fact could have a negative effect upon the value of the property. Since the Appraiser(s) has (had) no direct evidence relating to this issue, the Appraiser(s) did not consider possible noncompliance with the requirements of ADA in estimating the value of the property. 6 CERTIFICATION The undersigned does hereby certify that, except as otherwise noted in this appraisal report: 1. As of the date of this report, I, James M. Millspaugh, have completed the requirements under the continuing education program of the Appraisal Institute. 2. I have personally inspected the subject property and have considered all factors affecting the value thereof, and to the best of my knowledge and belief, the statements of fact contained in this appraisal report, upon which the analyses, opinions and conclusions expressed herein are based, are true and correct, subject to all attached Contingent and Limiting Conditions. 3. I have no present or contemplated future interest in the real estate that is the subject of this appraisal report. 4. I have no personal interest or bias with respect to the subject matter of this appraisal report or the parties involved. 5. My fee for this appraisal report is in no way contingent upon my findings. The undersigned further certifies that employment for this appraisal assignment was not based on a requested minimum valuation or an approval of a loan. 6. This appraisal report sets forth all of the limiting conditions (imposed by the terms of my assignment or by the undersigned) affecting the analyses, opinions, and conclusions contained in this report. 7. This appraisal report has been made in conformity with and is subject to the requirements of the Code of Professional Ethics and Uniform Standards of Professional Practice of the Appraisal Institute and the Appraisal Foundation and may be subject to peer review. Further, I have met USPAP's competency provision and am capable of completing this appraisal assignment. 8. No one other than the undersigned prepared the analyses, conclusions and opinions concerning the real estate that are set forth in this appraisal report. 9. In my opinion, the estimated current market value of the fee simple estate of the subject real property only and subject to the stated limitations, definitions and certifications as of May 26, 2021, was: ONE MILLION THREE HUNDRED FIFTY THOUSAND DOLLARS ($1,350,000) _____________________________ James M. Millspaugh, MAI State-Certified General Real Estate Appraiser RZ58 7 AREA DESCRIPTION: The Downtown Gateway district extends from Missouri to Highland and from Drew to Court with Cleveland Street being the central east-west corridor but Court and Drew having the heaviest traffic counts. The 2017 Forward Pinellas Traffic Count Map noted Court Street at 36,500 west of Highland, Drew Street at 20,200 west of N. Betty Lane and Cleveland Street on the diagonal Gulf-To-Bay at 5,000 and Missouri Avenue north of Court Street at 13,500. As such, the retail development potential here and in particular along Cleveland Street is not that attractive. This locale had suffered a notable shift in demographics prior to the financial collapse in 2007-2008 that worsened during the following decade when the typical resident here was an immigrant tenant. Subsequent new housing here including the proximate townhomes on Drew Street at N. Betty Lane improved the ownership ratio and general income levels to some extent and the housing stock has been substantially upgraded and now having a stable occupancy. Further, new triplex units with added garages and second floor apartments are under development on Park Street west of N. Betty Lane in place of former single-family residences. The from the retail standpoint, the Cleveland Plaza center enjoys a stable occupancy with physical upgrades and the Cleveland Street retail units facing the center have been upgraded as well and includes several popular restaurants. Currently, Missouri Avenue north of Court Street has a rehab fast food, an under-development laundromat in a former bank branch and the JB Executive Center is also undergoing a near total rehab with no announced tenants. Missouri Avenue south of Court Street to East Bay Drive is attracting new retail/restaurant space after decades of a slow decline. The only relatively modern retail near the subject includes a small strip center that failed and sold after a lengthy marketing period for use as a laundromat with a vacant unit remaining un-leased. Further, the older modest quality strip centers on the diagonal section of Gulf To Bay continued to maintain a stable/profitable occupancy while the Court Street corner three story office building was recently acquired for use by a local businessman who resides along Clearwater Harbor and was replacing his space near the Bayside Bridge on Gulf To Bay Boulevard. In summary of the described area, it has no substantial benefits for retail/offices that continue to seek the more active roadways in eastern Clearwater and surrounding suburban “hot spots” such as Dunedin, U.S. Highway 19, and increasingly Largo areas such as Largo Mall and Tri-City at East Bay/U.S. Highway 19. The recent history in the downtown Clearwater core has 8 9 been spotty with multi-family being the largest at the Nolen and 1100 Apex (former Strand) where retail has been minimal to date. There were also two new storage complexes added on Myrtle Avenue and Duncan north of Gulf-To-Bay that likely eliminates that concept here with the Frontier structure and adjacent parking having conversion potential for a variety of uses. While the subject zoning will allow an extensive list of alternate concepts at high intensity in relation to the suburban areas, the ultimate demand may not support or use these zoning benefits. With the COVID-19 pandemic likely fading, the statewide population growth fueled by migration from costly major cities and continued modest interest rates are viewed as offsetting any potential negative to the 2016-2019 growth trends. As such, the surrounding environment for this locale where development land is readily available is somewhat favorable for the short- term (0-2 years) and potentially for the longer-term (2-5 years) foreseeable future. SITE DATA: The subject is formed by two basic rectangles and essentially excludes two small residences at the northwest corner of what would be a full block ownership. This subject slight irregularity would not prevent a modern complex but would be less efficient than a full block and would likely require an above market assemblage price for these properties. Without benefit of a current survey and by using public plat dimensions and Property Appraiser Data, the total site includes 97,212 SF or 2.23 acres MOL. The southern rectangle includes some 81,260 SF while the northern group of lots included some 15,952 SF. Cleveland Street frontage then is roughly 387’ with 210’ on Lincoln, 283’ on N. Betty Lane plus 217.2’ along Grove Street. The site is basically level with a slope to the east along with the general locale towards Stephenson’s Creek drainage basin just east of Lady Mary Lane that provides a positive outfall for the district. The subject is well above all street grades with the City Storm Atlas (#287-B) reporting elevations of 44’ on the west dropping to 38’ on the east at N. Betty Lane. As such, the property has no apparent storm drainage concerns with any re-development likely to include the storm retention near the eastern boundary. All public (water, sanitary sewer and natural gas) plus private (electricity, telephone and cable television) utilities being available at no off-site costs. Cleveland Street is a four-lane roadway with ample turn lanes and street improvements (curbs, sidewalks and streetlights) plus a traffic signal at nearby Missouri Avenue. The other roadways are narrow two-lane residential connector roads with no traffic signals and various improvements. Cleveland Street had been the main entrance road to Clearwater Beach before the causeway re- alignment to Court/Chestnut that has a 2017 traffic count on the Forward Pinellas 10 Map of 36,500 total or 17,000-19,500 each with Gulf-To-Bay to Cleveland now being at 5,000. Most roads in the downtown are below 15,000 counts while Missouri south of Court is at 26,000 and Gulf to Bay east of Highland to US 19 ranges from 51,000 to 55,500 and Drew Street ranges from 23,500 to 26,000 east of downtown where it was 13,100. The subject site and most downtown roadways have moderate counts that are typically not suitable for retailing. In reality, most of the proximate actual uses attract nearby residents without cars and/or service uses that are attracted here due to the modest rental rates. Surrounding uses then include mostly light retail/service concepts along Cleveland Street with the only modern strip center having failed and purchased for laundromat use due to the moderate household income levels where demand for this use is prevalent. This area also includes an older style self-serve carwash that caters to the same demographics. There are no modern car washes in the larger Gateway/downtown market which benefits this facility type that in reality, is no longer being developed. There is an active shopping center at Cleveland/Missouri that continues to be the dominant retail activity center here plus several mid-rise office buildings that struggle to maintain a profitable occupancy. A bright spot for this locale, however, is the class A Crum office space at Missouri/Cleveland that is owner-occupied by a staff leasing operator attracted here by the quality of the facility plus excess development land. The office market in general is relatively weak but improving and housed mostly in older but upgraded space that continues to primarily market at moderate price levels. The housing to the north is a mix of older single-family/apartments with mostly apartments to the south. None of the adjacent or proximate uses are considered to be a detriment to the subject while the moderate demographics will impact any proposed re-development concepts. ASSESSMENT AND TAX DATA: Pinellas County Parcel # 2020 Land Assessment 15-29-15-65286-000-0180 $572,475 15-29-15-65286-000-0190 $214,200 15-29-15-65286-000-0191 $ 41,667 15-29-15-58788-000-0270 $ 30,995 15-29-15-58788-000-0280 $ 37,561 15-29-15-58788-000-0290 $ 37,203 15-29-15-58788-000-0310 $ 42,303 Totals $976,404 11 Based upon the 2020 millage rate of $20.5868 per $1,000 the gross tax bill would be $20,101 with the 2021 rate not available. The total assessment that is essentially for the land then indicates an $10.04 PSF figure ($976,404/97,212 = $10.04). ZONING AND LAND USE DATA: The site is zoned D for downtown with a CBD (Central Business District) land use and Downtown Gateway character district. This is the least intensive in the D district south of Drew Street with boundaries from Missouri to Highland and Drew to Court. Basic development guidelines include a maximum 1.5 FAR, a multi-family density at 35 PA and hotel at 40 PA plus a 55’ maximum height. Allowed uses are extensive with a residential concept requiring two parking spaces per unit, and nonresidential use (39) including a large variety of retail, office, institutional concepts including self-storage. There are three levels of approvals: BCP level 1 minimum standard by staff, FLS level - flexible standard development approved by Community Development Coordinator and FLD level 2 - flexible development/Community Development Board approval. Other specific requirements are form-based to present a uniform development pattern. All of the regulations are designed to allow functional uses of all ownership entities that can also qualify for various bonus intensities from density pools and waivers of various requirements. DESCRIPTION OF IMPROVEMENTS: These are basically site improvements including perimeter 6’ chain-link fencing plus a separate fenced public garden located at the northeast corner on the previous residential lots. None of these improvements are considered to add value to the underlying site but could be useful for any site re-development. 12 HIGHEST AND BEST USE: (Defined in Addenda) After a thorough inspection of the subject and the surrounding district plus review of the zoning/land use regulations, it is my conclusion that multi-family use in the 3-4 story form represents this concept. The existing retail/office space here is more than adequate for the population base that is at a moderate level for western Clearwater located west of Belcher Road. The demographics essentially improve to the east towards Belcher except for the areas near Clearwater Harbor. There could possibly be some demand for the new mini-storage concept here as they are now allowed in the downtown zoning rules but two projects on S. Myrtle Avenue and Duncan Avenue just north of Gulf-To-Bay have been recently developed and may preclude another here. Other than the Cleveland Plaza district just west of the subject, the area has been devoid of modern retail space for the past several decades. A new retail strip was developed just east at Fredricka and Cleveland but was unsuccessful, was foreclosed and sold in the last several years to a speculator where part of the space is now occupied by a laundromat that customarily is attractive to low to moderate income residents. Of interest, however, is the now developing Happy Bubbles Laundromat at 412 S. Missouri Avenue together with the neighboring Philly Joe’s restaurant at 405 S. Missouri Avenue. As such, it appears that a partial retail use here may be likely in the longer-term (2-5 years) foreseeable future while total retail is not. Alternately then, multi-family appears to be the most likely use and in fact is the only proximate trend. The small townhome complex (31 units) located at N. Betty Lane and Drew Street was successfully developed but required substantial municipal support to one of the areas most successful developers. Townhomes are typically developed in the 15-20 PA density range with this area’s modest income levels supporting the high end of the density range. The complex would likely have smaller two-bedroom units with one car garages with the 2.23 acres supporting a total of 44.6 (2.23 x 20 = 44.6) or say 45 units. This ownership concept, however, may not be marketable here without major public support. While the zoning allows a maximum density of 35 PA or 78 units (2.23 fax 35 = 78.05), that would require a mid-rise (3-4 story) building, that can be frame-built at more moderate cost than masonry. Further, the small number of units (45-78) is typically not attractive for major apartment developers that prefer sizes of 200 or more. 13 A proximate example of low-rise residential includes 10 residential triplexes on Park/Pierce Streets west of N. Betty Lane. The site was acquired in June 2018 at $375,000 that had been logical for 18 multi-family or the 10 triplexes which were developed for the investment market. Each lot will hold a two story, two-unit townhome plus back two car garage with upstairs efficiency unit. At this point in late Spring 2021, six structures have been completed and sold to the investors in the $580,000-$625,000 price range. LAND VALUE ESTIMATE: This methodology will value the subject acreage on a basic per unit value at a traditional density as no discernible trend exists for the maximum densities which have only recently been placed in this locale during the past several years. The following examples are the best known to me in this district, are described on the following separate detail sheets and then analyzed and adjusted below in relation to the subject. While PSF figures are useful in the true downtown core, they are less reliable in the subject market that traditionally has been suburban in nature. Unless otherwise noted, these sites sold for cash or terms equivalent and did not require adjustment for cash equivalency. 14 15 LAND SALE #1 Location: 1040 Clearwater-Largo Road, Largo (NE Corner Of 10th Avenue NW) Legal Description: Tract 2, Placid Lake Subdivision, Plat Book 23, Page 39 Date of Sale: March 2016 Sales Price: $1,400,000 Size: 270.4’ frontage, Irregular, 100,045 SF Price PSF: $13.99 Price Per Unit: $15,909 Grantor/Grantee: A & P Properties, Inc./Marada Holdings, LLC. Recording Data: O.R. Book 19106, Page 2067 Sale Confirmed With: J. Burpee, Broker Land Use: Clearwater-Largo Road Re-development Land Use Comments: This marginally improved parcel (1924-built, frame 29 unit) rental complex was acquired for redevelopment into a four story 88-unit apartment complex by a proximate developer active near downtown Largo. The promise of affordable housing added density to this parcel as was at the nearby Rosery complex roughly two blocks north. While Clearwater-Largo Road includes extensive retail/office units, neither complex has included retail/office space. 16 LAND SALE #2 Location: Northeast corner of Main Street and Milwaukee Avenue, Dunedin Legal Description: Part of Lots 1-3, Grace Witter Dunkel Subdivision, Plat Book 37 Page 43 Date of Sale: April 2017 Sales Price: $1,500,000 Size: Three parcels: 2.316 Acres MOL; 100,885 SF Price PSF: $14.87 Grantor/Grantee: Pizzuti Dunedin, LLC./Gateway Dunedin, LLC Recording Data: O.R. Book 19575, Page 2276 Sale Confirmed With: K. Prior, Broker Zoning: DC, Downtown Core, Dunedin Comments: This parcel comprises three segments of the former Gateway parcel that included the referenced corner, the southwest corner of Milwaukee and Skinner Boulevard and a separate smaller lot located east of the Milwaukee corner. Clearly, the full development here requires addition of city-owned parcels that front Skinner and Main Street and a detached parcel fronting Milwaukee. This purchase was made by a local developer with a successful track record that subsequently offered the parcels for sale/lease with one segment being developed with the surgery center and the city having contemplated developing the city hall on sections they owned. As of late 2020, early 2021, the developer had a firm contract for this city-owned parcels at $1,675,000 or $19.86 PSF. The developer is proposing a mixed-use complex including 78+ apartments, ground level retail/office plans and 80+ unit boutique hotel supported by below grade parking. 17 LAND SALE #3 Location: 1000 S. Myrtle Avenue, Clearwater Legal Description: Lots 1-5, 8-10, A-D plus N 85’ of Lots 6-7, Block 36, plus lots A-B, Block 37 plus vacated roads, Magnolia Park, Plat Book 1, Page 70 Date of Sale: May 2019 Sale Price: $1,750,000 Size: 208’ Myrtle Avenue 360’ Magnolia Drive, L-Shaped overall parcel, 135,473 SF Price PSF: $12.92 Grantor/Grantee: Concrete Fabricators, INC and the Rain Thatch, INC/Myrtle-Clearwater Storage Associates, LLC Recording Data: O.R. Book 20551, Page 2501 Data Confirmed With: Klein and Hutchen Realty Zoning: Commercial on Myrtle Avenue and IRT on Magnolia Drive Comments: This two-parcel acquisition was marginally improved with a metal-built casual furniture store plus back metal construction canopies for concrete production items. The sites were purchased for a mini-storage facility that was near downtown Clearwater, Morton Plant Hospital and with a mixture of low to high income residents. The site is located in an Opportunity Zone. 18 LAND SALE #4 Location: Southeast corner of Druid Road and MLK, Jr. Avenue, Clearwater Legal Description: Metes and Bounds Parcel #34/03 located in the SE/4 of the SW/4 of Section 15, Township 29 South, Range 15 East Date of Sale: October 2019 Sales Price: $850,000 Size: 265’ x 265’ MOL; 70,310 SF Price PSF: $12.09 Price Per Unit: $17,708 Grantor/Grantee: I.A. Churchill, LLC./SWH Holdings, LLC. Recording Data: O.R. Book 20753, Page 1659 Sale Confirmed With: G. Miller Broker, Sunshine Realty - MLS Zoning: HDR, High Density Residential, Clearwater Comments: This cleared/fenced corner parcel is located amongst older apartment buildings and single-family/office uses. It had been approved for condos and an ALF in prior years with only minor site work completed for a storm retention pond. The property had been on the market for multiple years with a price reduction to $895,000 in fall 2018. The zoning allowed a 30 unit per acre density or roughly 48 units that can increase to roughly 144 units as an ALF. 19 LAND SALE #5 Location: 1650 Clearwater-Largo Road, Southwest Quadrant Clearwater-Largo and Belleair Roads, Largo Legal Description: Metes and Bounds #11/05 located in the NE/4 of the NE/4 of Section 28, Township 29 South, Range 15 East Date of Sale: March, 2020 Sale Price: $6,120,000 Size: 9.11 Acres MOL Slightly irregular with 530’ of diagonal frontage and average depth of 700’. Price Per PSF: $15.42 Price Per Unit: $24,000 Grantor/Grantee: Cay Ventures, LLC. et al./PRII/Wood Belleair, LLC. Recording Data: O.R. Book 20944, Page 1937 Sale Confirmed With: D. Thompson, Grantee Rep. Land Use: Clearwater-Largo Road Re-development Land Use Comments: This former trailer park site had been cleared and trailer owner rights had been satisfied. The site land use allowed a maximum density of 15 units PA that was increased to 28 units PA to entice affordable housing with a four story complex of 255 units. 20 Land Sales Re-Cap Chart Sale # Date Of Sale Sales Price Site Size In SF # Of Units Price PSF Price Per Unit 1 3/16 $1,400,000 100,045 88 $13.99 $15,909 2 4/17 $1,500,000 100,885 N/A $14.87 N/A 2-A 12/20 $1,675,000 84,340 N/A $19.86 N/A 3 5/19 $1,750,000 135,473 N/A $12.92 N/A 4 10/19 $850,000 70,310 48 $12.09 $17,708 5 3/20 $6,120,000 396,832 255 $15.42 $24,000 Subject -- -- 97,212 45-78 -- -- LAND SALES ANALYSIS AND CONCLUSIONS: These examples are considered relevant to this site/location where residential multi- family represents the long-term trend. Minor retail uses are not likely during the current timeframe but may be logical if and when the general market here returns as an attractive retail alternative. Of these transactions, Sale #2 and Sale #3 were acquired for a ratio of non-residential concepts (shops, hotel, etc. and apartments for #2) or for self-storage for #3 that benefits from proximity to a major hospital district and public employment centers. Sale #2 sold in two separate transactions during 2017 at $14.87 PSF and during 2020-2021 at $19.86 PSF with the change related to market dynamics/time. This example has a notably superior location in relation to the subject that includes far greater demand/use fundamentals. Sale #3 has a superior location as well supported by a logical demand for the specialized mini-storage market. From these examples, it would appear that the subject value should fall near $12.00 PSF or $1,166,544 rounded to $1,200,000. The other transactions are multi-family sites that sold within the $15,909-$24,000 per unit price range. The high example likely has a reasonably similar location where retail/office is present but like the subject is not the major trend. This site, however, is typically sized for the major developer demand that is not a factor for the subject size of property. 21 The other sale examples are of more similar size with #1 also being on a retail/office corridor where these uses are not the major demand drivers. The market for Clearwater-Largo Road, however, has improved for the site that would now likely be valued closer to $18,000 per unit in spite of having no retail component. Sale #4 is off any major roadway with the reported interest being for an ALF with that concept having a lower demand than apartments. The $17,708 per unit price then would also likely support a higher metric. After consideration of this best-available data with the smaller multi-family sales being the best examples, the subject value would fall in the $17,000-$18,000 per unit price range. 78 Units @ $17,000 Per Unit = $1,326,000 78 Units @ $18,000 Per Unit = $1,404,000 ROUNDED TO $1,350,000 ADDENDA QUALIFICATIONS OF THE APPRAISER JAMES M. MILLSPAUGH, MAI APPRAISAL EXPERIENCE: Appraisal experience in Pinellas County, Florida since 1968 when associated with Ross A. Alexander, MAI of Clearwater. Formed James Millspaugh & Associates, June 1980, in Clearwater. The firm concentrates the majority of its appraisal activities in Pinellas County with experience throughout the Tampa/St. Petersburg/ Clearwater MSA. APPRAISAL PLANT DATA: In addition to maintaining its location near the main Pinellas County Courthouse complex for easy access to governmental offices and the official public records maintained in the Clerk’s office for in-depth background research, the firm maintains historical data from Real Estate Data Services for Pinellas County, monthly CD data from First American Real Estate Solutions (FARES), online service from Tampabayrealtor.com, the weekly Business Journal (Tampa Bay), the monthly Maddux Report, the University of Florida Bureau of Economic and Business Research, the St. Petersburg Times, the Marshall Valuation Service Cost Data, and national surveys on lodging, food service, office, industrial parks, mini-storage and shopping center markets. COMMERCIAL APPRAISAL ASSIGNMENTS performed include golf courses, postal facilities, commercial buildings, shopping centers, warehouse/manufacturing buildings, mobile home and R.V. parks, financial institutions, nursing homes, motels, timeshares, restaurants, houses of worship, office buildings, apartment buildings, commercial and residential condominium projects (both proposed and conversions), marinas, theaters, fraternal buildings, school facilities, seaport facilities, railroad corridors, easements, leasehold and leased fee estates, life estates, vacant sites, including environmentally sensitive lands, and condemnation cases involving partial and total takings. Feasibility/market studies have been performed for industrial, office, retail, residential and timeshare markets. APPRAISAL EDUCATION: American Institute of Real Estate Appraisers (AIREA) courses successfully completed: I-A: Basic Principles, Methods and Techniques - 1973 VIII: Single Family Residential Appraisal - 1973 I-B: Capitalization Theory and Techniques - 1974 II: Urban Properties - 1975 IV: Condemnation - 1978 : Standards of Professional Practice - 1992, Parts A & B Society of Real Estate Appraisers (SREA) courses successfully completed: 301: Special Applications of Appraisal Analysis – 1980 JAMES M. MILLSPAUGH, MAI (Qualifications Continued) RECENT SEMINARS ATTENDED: Sponsored by The Appraisal Institute Valuation of Wetlands, 2004. Commercial Highest and Best Use – Case Studies:, 2005. Uniform Standards (Yellow Book) for Federal Land Acquisitions, 2007. Condominiums, Co-Ops and PUDS, 2007. Analyzing Distressed Real Estate, 2007. Appraisal Curriculum Overview, Two-Day General, 2009. Cool Tools: New Technologies for Real Estate Appraisers, 2010. Valuation of Detrimental Conditions, 2010. Analyzing Tenant Credit Risk/Commercial Lease Analysis, 2011. Fundamentals of Separating Real and Personal Property and Intangible Business Assets, 2012. Marketability Studies: Advanced Considerations and Applications, 2013. Lessons From the Old Economy: Working in the New, 2013. Critical Thinking in Appraisals, 2014. Litigation Appraising, 2015. Webinars on the FEMA 50% Rule, Wind Turbine Effects on Value and Contamination and The Valuation Process, 2015. Business Practice and Ethics, 2017. Parking and its Impact on Florida Properties, 2018. Solving Land Valuation Puzzles, 2018. Insurance Appraisals, 2018. Evaluating Commercial Leases, 2019. Artificial Intelligence, AVMs and Blockchain, 2019. Appraising Donated Real Estate Conservation Easements, IRS, 2020. Florida State Law Update, 2020. National USPAP Update, 2020. EDUCATION: Bachelor of Science in Business Administration, University of Florida Associates of Arts, St. Petersburg Junior College PROFESSIONAL AFFILIATIONS AND CERTIFICATION Member: Appraisal Institute with the MAI designation, Certificate #6087, awarded April, 1980. Mr. Millspaugh is a past President of The Gulf Atlantic Florida Chapter of the AI (formerly Florida Chapter No. 2), served as an admissions team leader for the West Coast Florida Chapter, is the past Chairman for the National Ethics Administration Division of the Appraisal Institute and served as the Region X Member of the Appellate Division of the Appraisal Institute. Mr. Millspaugh is a State-Certified General Real Estate Appraiser (RZ58) and has served as a pro-bono expert witness for the Florida Real Estate Appraisal Board. Member:Pinellas Realtors Organization, National Association of Realtors Note: The AIREA and SREA merged into one organization on January 1, 1991, that is now known as the AI - Appraisal Institute. STANDARD DEFINITIONS HIGHEST AND BEST USE: 1. The reasonably probable use of property that results in the highest value. The four criteria that the highest and best use must meet are legal permissibility, physical possibility, financial feasibility, and maximal productivity. 2. The use of an asset that maximizes its potential and that is possible, legally permissible, and financially feasible. The highest and best use may be for continuation of an assets existing use or for some alternative use. This is determined by the use that a market participant would have in mind for the asset when formulating the price that it would be willing to bid. (IVS) 3. [The] highest and most profitable use for which the property is adaptable and needed or likely to be needed in the reasonably near future. (Uniform Appraisal Standards For Federal Land Acquisitions) FEE SIMPLE ESTATE: Absolute ownership unencumbered by any other interest or estate, subject only to the limitations imposed by the governmental powers of taxation, eminent domain, police power, and escheat. LEASEHOLD INTEREST: The right held by the lessee to use and occupy real estate for a stated term and under conditions specified in the lease. LEASED FEE INTEREST: The ownership interest held by the lessor, which includes the right to receive the contract rent specified in the lease plus the reversionary right when the lease expires. REPLACEMENT COST: The estimated cost to construct, at current prices as of a specific date, a substitute for a building or other improvements, using modern materials and current standards, design and layout. REPRODUCTION COST: The estimated cost to construct, at current prices as of the effective date of the appraisal, an exact duplicate or replica of the building being appraised, using the same materials, construction standards, design, layout and quality of workmanship and embodying all the deficiencies, super-adequacies, and obsolescence of the subject building. ------------------------------------------------------------------- 2. Appraisal Institute, The Dictionary of Real Estate Appraisal - Sixth Edition, 2015. pages 109, 90, 128, 197 and 198. ARCHWAY PARTNERS – 475 BRICKELL AVE, SUITE 2215, MIAMI, FL 33131 REQUEST FOR PROPOSALS AND QUALIFICATIONS (RFP/Q) # 43-21 Development of 1250 Cleveland Street Contact Info: Submitted to: Brett Green, President City of Clearwater Archway Partners, LLC Attn: Procurement Division Phone: 321.689.8197 100 S Myrtle Ave, 3rd Fl Email: BGreen@Archway-Partners.com Clearwater, FL 33756-5520 ORIGINAL Table of Contents ARCHWAY PARTNERS – 475 BRICKELL AVE, SUITE 2215, MIAMI, FL 33131 REQUEST FOR PROPOSALS and QUALIFICATIONS RFP/Q #43-21 Development of 1250 Cleveland Street Table of Contents Tab 1 Narrative and Vision Statement – Letter of Transmittal ………………………………4-5 Letter of Transmittal ……………………………………………………………………………….…….6-8 Tab 2 Developer Experience and Qualifications ………………………………………………..……..9 2.1 Developer Information ………………………………………………………………………..10-11 2.2 Project Team ……………………………………………………………………………………..12-167 2.3 Experience/ Qualifications ……………………………………………………………….168-187 Tab 3 Legal and Financial Feasibility – Developer and Project ………………………………188 3.1 Financial Institution Reference ………………………………………………………..189-190 3.2 Preliminary Financial Plan ………………………………………………………………..191-213 3.3 Proposed Land Use and Lease Rates ………………………………………………..214-215 3.4 Incentives to Improve Project Feasibility ………………………………………….216-217 Tab 4 Development Concept – Ability to Meet Redevelopment Objectives ….218-224 Tab 5 Proposed Timeline for Construction …………………………………………………….225-226 Tab 6 Other Forms …………………………………………………………………………………………….....227 Exhibit A – Exceptions/Additional Materials/Addenda form ………………….228-229 Exhibit B – Vendor Information form …………………………………………………….230-231 Exhibit C – Vendor Certification of Proposal form ………………………………….232-233 Exhibit D – Scrutinized Companies form(s) …………………………………………….234-236 Exhibit E – E-Verify Eligibility form …………………………………………………………237-238 Exhibit F – W-9 Form ……………………………………………………………………………..239-240 Tab 1 Narrative and Vision Statement Letter of Transmittal 4 Letter of Transmittal 5 6/25/2021 City of Clearwater Attn: Procurement Division 100 S Myrtle Avenue, 3rd Floor Clearwater, Florida 33756-5520 Re: NARRATIVE AND VISION STATEMENT Archway Partners, LLC (“Archway Partners” or “the Respondent”) is pleased to present its proposed development to the Clearwater CRA Review Committee for consideration in response to Request for Proposals and Qualifications #43-21. We have evaluated the property located at 1250 Cleveland Street in Clearwater, Florida and hereby submit the attached proposal to develop a mixed-income, mixed-use residential development to be called Clearwater Gardens. Archway Partners is a Florida based developer of Affordable and Workforce housing with offices in Miami and Central Florida. The principals of Archway have more than 15 years of real estate development experience. Over the last decade, our team of professionals have worked in markets throughout the Southeast developing more than 1,500 residences valued at over $350 Million. In March 2021, Archway Partners responded to the Clearwater CRA’s “Call for Offers” to develop the site located at 1250 Cleveland Street, which initiated the RFP/RFQ. Since March, our development and design team has gained a thorough understanding of the development potential of the site and we have had planning discussions with the CRA so that we fully understand the process as well as their goals and objectives for developing the property. We subsequently submitted a letter of intent to the CRA expressing our interest in developing the property. Throughout this process we have also conducted substantial due diligence on the site. We have already obtained a boundary survey of the property, which has allowed us to design a thorough site plan, renderings, and 3D model of the development. In addition, we also conducted a pre application meeting with the City of Clearwater Staff to obtain feedback on our initial site plan. The proposed site plan, which is included in our proposal, has been designed in accordance with our numerous discussions with the City of Clearwater Planning and Zoning Staff. We feel confident our proposed site plan and design is in compliance and alignment with the Downtown Gateway Character District. The Archway Team is proposing to develop at least 80-units at 1250 Cleveland Street. However, based on the existing zoning, land use, available density bonuses, and our meetings with Clearwater Planning and Zoning Staff, we believe up to 96-units can be built onsite by utilizing the Public Amenities Incentive Pool through a Level Two Flexible Development Application (FLD). This application process is available to affordable housing developments and provides a 20% density bonus to an approved development. 6 The project will consist of a single, four-story, midrise apartment building that will provide high quality affordable and workforce housing to the residents of Clearwater. The development will consist of 50 one-bedroom units and 46 two-bedroom units serving households with an income level ranging from 30% to 80% of the Area Median Income. The units will range in size from 650 square feet to 975 square feet. We will provide one parking space per unit, plus 13 additional parking spaces for visitors and guests, for a total of 109 parking spaces onsite. Construction is anticipated to start within the next 12 months. We are committed to providing mixed-income housing options to the working community in Clearwater in order to make new developments such as this available to a wide range of working- class professionals. These workforce housing units will cater to high tech office employees working in the Downtown Core, personnel in the medical field at Morton Plant Hospital, as well as employees in the hospitality industry in Downtown Clearwater and Clearwater Beach. We understand the importance of maintaining the garden for the residents and surrounding community. Community gardens have been shown to have multiple benefits to the surrounding neighborhood in which they are located through community development, stress relieving effects, health promotion, social connections, and increased physical activity. Therefore, we find it very important to maintain the integrity of the existing community garden. We will ensure that any site plan that is approved continues to provide this wonderful amenity to the residents of Clearwater. In addition, we are willing to contribute up to $500,000 to provide a terrace and rooftop garden for the building residents. This will ensure that the growing neighborhood still has access to a community garden and the residents of Clearwater Gardens have the ability to enjoy these benefits in the years to come. Clearwater Gardens has been thoughtfully designed by a team of highly qualified professionals with the experience and expertise to create a successful project. Upon completion, the proposed development will provide residents of Pinellas County with a beautiful and affordable place to call home. Although the units will be provided to residents at a below market rental rate, the development will be built with the highest quality standards in the marketplace; it will be aesthetically pleasing and match the surrounding look and feel of the neighborhood; and it will be a development that evokes feelings of pride within the community. Our team has positioned the residential building on Cleveland Avenue and has allowed for access off of Betty Lane and Lincoln Avenue. The vision is to build a community that follows the new urbanism design concepts which promotes buildings with limited setbacks, that are oriented towards the main thoroughfares, and with parking that is hidden from street view. This will encourage walkability and direct pedestrian access from Cleveland Street. This design is in direct alignment with the City of Clearwater’s significant upgrades and investment in the Cleveland Street public right-of-way. This design is conceptual in nature and for discussion purposes with the CRA Review Committee. Prior to any plans being formalized, our team will garner input from various community stakeholders, including the Clearwater CRA. Significant landscaping will also be provided as a buffer to the adjacent property owners in order to maintain privacy for our neighbors as well as the future residents of the community. 7 Clearwater Gardens will be financed primarily through Tax-Exempt Bonds issued through Pinellas County Housing Finance Authority (“Bonds”) and the issuance of 4% Tax Credits (“Tax Credits”). Both the Bonds and Tax Credits are provided to qualified developments on a non-competitive, as-of-right basis and do not require a competitive funding process with other developers. In order to fully fund the development, our team will also seek an award of State Apartment Incentive Loan (“SAIL”) funding through Florida Housing Finance Corporation (“FHFC”) which has a September 2021 application due date. We anticipate this project being well received due to the limited funding applications submitted in Pinellas County as well as having the partnership with the CRA. We are also familiar with the Penny for Pinellas funding program and anticipate working with Pinellas County to obtain their support and allocation of funding. We understand their process is now on a rolling basis and this project aligns with many of the scoring requirements. This project is in alignment with the RFP as our team has prepared a realistic development and financing plan that is achievable and does not include the need for a lottery-based 9% tax credit award to be successful. Archway Partners is committed to working with the Clearwater CRA to execute this development plan and bring much needed affordable and workforce housing to the City of Clearwater. Our team looks forward to discussing this project in greater detail with the CRA Review Committee, the Board of County Commissioners, as well as the greater Clearwater community and stakeholders. If you have any questions, please do not hesitate to contact us. I can be reached at 321-689-8197 or BGreen@Archway-Partners.com Sincerely, Brett Green, President Archway Partners BGreen@Archway-Partners.com www.Archway-Partners.com 8 Tab 2 Developer’s Experience and Qualifications 9 2.1 Developer Information 10 DEVELOPER INFORMATION Legal Name: Archway Partners, LLC Principal Office Address: 475 Brickell Ave, Suite 2215, Miami, Florida 33131 Phone Number: (321) 689-8197 Email: BGreen@Archway-Partners.com Contact Person: Brett Green 11 2.2 Project Team 12 PROJECT TEAM Archway Partners is a leader in transforming communities with high quality development through teamwork and equitable relationships. Archway’s primary focus is developing affordable and workforce housing in conjunction with local, state and federal resources. Our team partners with local stakeholders, professionals, organizations, residents, and officials to solve the unique and complex challenges facing our community. The principals of Archway Partners have more than 15 years of real estate development experience. Over the last decade our team of professionals has worked in markets throughout the Southeast developing more than 1,500 residences valued at over $350 Million. The Archway team specializes in creating inclusive communities through Affordable, Workforce and Mixed- Income Housing. Our team excels through its unique ability to successfully complete Public/Private Partnerships requiring many levels of governmental approvals. Our experience includes working primarily with the Low-Income Housing Tax Credit program and we regularly utilize both the 4% and 9% Tax Credit programs. Archway’s experience also includes working with the many subordinate financing and governmental programs such as, HOME, SAIL, SHIP, CDBG, Affordable Housing Trust Funds, FHLB, Capital Funds, General Obligation Bonds, Surtax, TIFF, Public Housing Operating Funds, Project Based Vouchers, RAD and conventional debt and equity. Archway’s President, Brett Green will lead the Archway team and is directly involved in all aspects of the planning and execution of the development plan. Brett will be the point of contact for all questions, comments and concerns relating to all phases of the project. Many large development organizations will have junior developers and development associates handling day-to-day activities. Many times, executive level staff is rarely available and only participate in major decisions due to the high number of projects larger organizations are undertaking. This is not the case with Archway Partners. Archway Partners is very selective of the projects it takes on to ensure each partner interacts directly with executive management on an ongoing basis. Archway has formed an extraordinary team of industry professionals to partner with on this important development effort. FK Architecture has partnered with us to handle all design, architecture, and interior design. Cardno, a nationally recognized engineering firm, will be the Project Engineer responsible for all land use, zoning, permitting and civil engineering related efforts. Cardno has a local office located on Park Place Boulevard in Clearwater and has unparalleled expertise working in Pinellas County and the City of Clearwater as they are locally known as the go-to engineer for complex projects. Roger B. Kennedy Construction will be the General Contractor for the proposed development. Roger B. Kennedy Construction has built many affordable and multifamily projects throughout Pinellas County and Central Florida. Their local relationships have allowed them to create an excellent track record of completing projects on-time and within budget. Royal American Management (RAM) will serve as the property manager for Clearwater Gardens. RAM has been in business for 48 years and has extensive experience in 13 marketing, managing, and maintaining affordable and workforce properties, and has mastered the ability to balance the goals of ownership with the expectations of the residents. In addition to the key team members mentioned above, we have also partnered with Frye Environmental, a Women-Owned Business (“WBE”) HUD Consulting Firm with over 30 years of experience working with governmental agencies on complex environmental and regulatory approvals and E3 Building Sciences a local green building and energy consultant. Nelson Mullins Broad and Cassell will be the Tax Credit and Real Estate Attorney responsible for providing legal counsel relating to the project financing. The Archway team believes in the importance of local relationships and partnerships with Certified Section 3 Businesses and Minority Owned Businesses. Now, more than ever, it is of utmost importance that we work together to lift each other up and support the community. On our development team, we have several MBE and WBE Businesses and expect to procure many others throughout the bidding and subcontracting process. As a strong supporter of the local community, we will be sure to provide opportunities to qualified local organizations. Our team of professionals is unmatched in the industry and has been methodically selected based on their depth of local knowledge in Clearwater and Pinellas County, their experience working on similar projects and their ability to execute complex affordable housing projects. We have the experience and skills necessary to formulate, implement and execute a successful plan to assist in the development of affordable and workforce housing. We are committed to performing the work outlined in the RFP expeditiously and ready to begin working immediately upon being selected for funding by the Review Committee. Included in this section are a list of our team members, their resumes, as well as background information on their firms. 14 Archway Partners ‐ Project Team Name Role Title Description Archway Partners Brett Green Developer/ Managing Partner President/Principal Experienced Affordable Housing Developer specializing in Public Private Partnerships with Housing Authorities and Nonprofits Archway Partners Chris Savino Developer Vice President/ Principal Real Estate Developer with 15 years of experience in Multifamily, Retail and Office. Archway Partners Judd Roth Developer Senior Advisor Advisor, Developer, Consultant with 30 years of experience partnering with and advising housing authority clients Archway Partners Paul Nudelman Developer Director of Acquisitions/Principal Real Estate Developer with 15 years of experience in Multifamily, Retail and Office. Archway Partners Ryan Thompson Developer/Support Director of Finance Experienced Finance Professional having arranged the closing of more than $1 Billion of multifamily transactions. Coordinate with Lenders, Investors, Attorneys, to Close on Transactions. Archway Partners Patrice Galioto Developer/Support Marketing/Resident Coordinator Marketing, Resident Relations, Project Management and MBE/SBE/DBE Specialist Archway Partners Isabelle McHugh Developer/Support Financial Analyst Florida Housing Finance Corporation and HUD Programs Specialist/Financial Analyst FK Architecture Jim Kelley Architect Managing Principal Central Florida Based Architectural and Design Firm Cardno Bryan Zarlenga, PE Civil Engineer/ Land Planner Principal Clearwater based Civil Engineering firm with local ties and experience working in Pinellas County and throughout Florida. 150+ offices nationwide. Frye Environmental Sandra Frye HUD Environmental Specialist Owner HUD Environmental Professional with over 20-year experience in environmental compliance working with HUD's Community Plan and Development Office. Certified WBE. Roger B. Kennedy Construction Roger B. Kennedy, JR General Contractor President 150-Year, Central Florida based General Contractor with substantial experience developing affordable housing throughout Florida Nelson Mullins Broad and Cassel Roman Petra Hollie Croft Legal Counsel Partners Tax Credit/Real Estate Attorney with experience closing over 300 affordable and workforce housing projects Royal American Management Kerri Toth Property Manager President Certified MBE and WBE with over 25 years of experience managing affordable and federally funded multifamily projects. Fallon Advisory Luke Fallon RAD Consultant President RAD Conversion Consultant with experience executing more than 30 RAD Conversions throughout the US. E3 Building Sciences Diana Giraldo Green Building Consultant Director Local Green Building and Energy Consultant. Will be responsible for working with us to obtain the highest level of green building certification possible. 15 Team Archway Brett Green, President & Managing Principal Brett Green is Founder and President of Archway Partners. Mr. Green has an extensive background developing commercial and residential real estate projects with a focus on multifamily affordable housing. Since 2005 he has successfully developed more than 1,500 residential units throughout Florida. Prior to forming Archway Partners, Mr. Green was an Executive at The Related Group working with the Affordable Housing Division President on all aspects of the business. During his time at Related Urban, the team successfully developed several revitalization projects that received national awards for the positive impact these developments had on the community. Mr. Green brings his years of experience leading these developments to Archway Partners. Brett has experience working with all affordable housing financing sources including 9% tax credits, 4% tax credits, tax exempt bonds, SAIL, HOME, CDBG and NSP among other. In the past three years alone, Brett has successfully procured competitive financing from Florida Housing Finance Corporation for 10 mixed- income developments which will create more than 1,000 affordable housing units. Brett has unique expertise working on several public/private partnership throughout Florida. Mr. Green was the Project Executive for Related Urban who led the company’s partnership with Fort Myers Housing Authority and Tampa Housing Authority. In partnership with Fort Myers Housing Authority the team successful obtained funding for East Pointe Place Phase Two within a year of forming the relationship. With Tampa Housing Authority, under Brett’s direction, the team procured over $150MM of federal, state and local resources from 2017-2020 to develop over 750 residential units leading to the revitalization of the West River community. Brett currently resides in Miami, FL and enjoys playing sports, going to the beach, and travelling with friends and family. He is a Board Member of Touching Miami with Love, a Miami faith-based organization that provides after school programs and mentoring to over 400 inner youth throughout Miami-Dade County. 16 Christopher Savino, Vice President Chris Savino is Vice President of Archway Partners. Mr. Savino has worked in commercial real estate for the past 15 years. He has been involved in the acquisition, development, leasing, property management and/or disposition of over $500,000,000 in real estate including multi-family, retail and office. Mr. Savino also owns Equity Investment Services (EIS) is a third-party real estate services company that oversees the leasing and/or management of 4,500,000/SF of commercial space. EIS has been in business for 10 years. Chris began working in affordable housing in 2018 with the purpose of providing affordable housing in Florida through tax credits, bonds and other state funded programs. He recently developed retail shopping centers throughout Florida and is the partner responsible for overseeing the entire project from start to finish, including land acquisition, design, leasing, construction and stabilization. Mr. Savino holds a bachelor’s degree in finance from the University of Central Florida. He is an active member of their Real Estate school and mentors’ students. He is a member of NAIOP and ICSC. Judd K. Roth, Project Partner & Senior Advisor Mr. Roth has extensive successful recent experience in the planning and implementation of mixed finance strategies for affordable housing and public housing. Mr. Roth has demonstrated expertise in solving complex development problems and has developed a methodology designed to meet the needs of PHA staff, commissioners, residents and the community. He also has extensive recent experience in assisting PHAs with meeting the requirements of financial rating agencies, insurance agencies, lending institutions and private investors. Mr. Roth is currently working directly for public housing authorities in Florida and throughout the Southeast and is under contract to NAHRO and the Florida Housing Coalition for the provision of technical assistance to PHAs and non-profit housing providers. Mr. Roth has been directly involved in securing funding commitments from a wide variety of public and private sources, including Tax Free Bonds, Federal Home Loan Bank Affordable Housing Program, Section 42 Low Income Housing Tax Credits, Florida Housing Finance Agency, HOPE VI, USDA Rural Development 515 & 538 Loan Programs, Section 8 Homeownership, HOME Program, HUD Rural Housing and Economic Development Grant program and HUD Mixed Finance. Over the last several years, Mr. Roth has successfully developed 9 affordable housing developments throughout the State of Florida. 17 Paul Nudelman, Project Partner & Acquisitions Paul Nudelman has over 15 years of experience in commercial real estate and has been involved with over $500,000,000 worth of assets through brokerage, syndication, management, and rehabbing struggling assets with a primary focus on multifamily in Florida. Paul oversees all acquisitions on behalf of Archway Partners and is responsible for business development efforts. His education includes a BSBA in Finance from the University of Central Florida a master’s degree in Real Estate Development from Clemson University. Ryan Thompson, Director of Finance Ryan Thompson serves as Director of Finance for Archway Partners and is responsible for overseeing the financial initiatives for the company. Prior to joining Archway Partners, Ryan was an Associate Director at Walker & Dunlop, where he led the analyst team and oversaw the sourcing, underwriting, marketing, and transacting of more than $5 billion in multifamily investment opportunities throughout the southeast. Ryan also served as a Senior Financial Analyst with Spring11 providing commercial real estate due diligence, asset valuation and underwriting services that supported the complete CRE transaction process. Ryan holds a Bachelor of Science in Construction Management and a Master of Science in Real Estate. Patrice Galioto, Marketing and Resident Coordinator Patrice Galioto oversees all aspects of Archway Partners’ marketing and resident relations programs. Ms. Galioto works with the project management and 3rd party agents during predevelopment through completion to ensure the local business community is aware of the upcoming project and increase awareness to MBE/SBE/DBE business are effectively engaged. Upon completion, she will work with the property management during lease-up. Patrice received a Bachelors Degree in Marketing from the University of Florida. She currently resides in Miami, Florida. Isabelle McHugh, Financial Analyst Isabelle McHugh is an Affordable Development Analyst for Archway Partners. Ms. McHugh specializes in preparing applications for Florida Housing Finance Corporation as well as material and site acquisition. Isabelle also assists with the draw process for project funding and works alongside the property management team to market communities. She’s experienced with GIS data mapping and has worked on six (6) affordable housing developments throughout Florida. Isabelle helps to organize communications, manage projects, and explore future housing prospects. Isabelle lives in Orlando, FL and recently graduated with her Bachelors in Management from the University of Central Florida. She is currently pursuing her Real Estate License. FK Architecture James Kelley, Managing Principal and Owner FK Architecture is renowned for its extensive residential portfolio with a spectrum of projects in the areas of residential resorts, multi-family communities, mixed use developments, and urban infill. Our design and development work includes specialties in affordable and luxury multi-family rental, tax credit, student housing, and senior independent living. All of our built work is within the garden-rise, 18 mid-rise, high-rise, and urban settings through horizontal or vertical development. FK Architecture honors the relationships it holds with their clients by designing and developing the client’s investments through various levels of refinement and responsiveness ensuring client satisfaction. The availability of affordable housing for our nation’s workforce and families continues to be an important part of a stable and healthy community. The affordable consumer seeks the same conveniences as other market segments, such as schools, shopping, parks and accessibility to work. FK Architecture has been a pioneer in affordable and workforce housing since the early 70’s. We have extensive experience working with the various government programs, private development strategies and public/ private joint initiatives. Designing affordable communities for people and families that keep towns and cities alive with their hard work, is where we draw the most inspiration. Changing and improving lives for the better is our basic mission as architects. James E. Kelley Jr., Managing Principal and Owner, specializes in timeshare, hospitality, mid and high- rise residential projects. He is responsible for the planning and conceptual design of facilities as well as managing a portfolio of projects. He is actively involved at all phases of the project with the team and consultants to provide responsible continuity. Cardno – Civil Engineer / Land Planner Bryan Zarlenga, PE, Principal Founded in 1945, Cardno partners with public and private clients to solve engineering, environmental, human health, and social challenges throughout the world. One of the largest full-service civil and environmental firms in the Southeast United States, Cardno has built a reputation for quality and cost- effective services working for public and private sector clients. Cardno has nearly 400 staff working in 12 offices throughout Florida that gives the company a strong state-wide focus complementing specialist teams in major areas throughout the state. Mr. Zarlenga has more than 30 years of experience in the Site Development Industry. He serves as the Site Development Practice Group Leader specializing in all aspects of the development process including pre-design services, construction document preparation, permit expediting, constructability reviews, and project management for Higher Education and Clients within the Federal, Municipal, & Private Sectors. He manages a team of Project Managers, Engineers, Landscape Architects, Planners and Designers that focuses on sustainable design solutions. Frye Environmental – HUD /CDBG Specialist Sandra Frye, Principal Sandra Frye brings more than 25 years of experience working at the Department of Housing and Urban Development (HUD) in the areas of environmental compliance and program management. Ms. Frye is uniquely qualified to provide individualized solutions to environmental compliance challenges. While at HUD, Sandra worked over 20 years in the area of environmental compliance serving 5 of those years as the Regional Environmental Officer (REO) for Region 4. As the largest HUD Region, this resulted in extensive experience solving complex environmental issues including large CDBG and CDBG-R Disaster Recovery Projects, HOME assisted projects, Choice Neighborhood Grants, and multi-million dollar FHA mortgage assistance projects. Sandra has over 15 years of programmatic experience working with virtually all of HUD’s Community Planning and Development (CPD) Programs while serving as a CPD 19 Representative and Acting CPD Director in the HUD Louisville Office. This experience has resulted in a unique set of skills that provides the ability to work closely with a variety of grantees/lenders/stakeholders to develop solutions that can reduce the time and cost required to complete the environmental review process while remaining incompliance with HUD’s environmental and programmatic requirements. Frye Environmental brings extensive experience with HUD’s environmental requirements under 24 CFR Part 58, Part 50, Part 55 and Part 51 regulations. Also, extensive experience with HUD’s environmental policy on site contamination, Chapter 9 of the FHA Multi-family Accelerated Processing (MAP) Guide, the Rental Assistance Demonstration (RAD) Program, the Choice Neighborhood Initiative (CNI) Program, and many other programs requiring environmental reviews under HUD’s Part 58 and Part 50 environmental processes. Roger B. Kennedy Construction Roger B. Kennedy, Jr. – President The Kennedy organization is proudly celebrating 150 years of continuous operation as a family-owned construction business. Built on a legacy of family tradition spanning five generations, the Kennedy organization was founded in 1870 by Irish immigrant Roger Kennedy and experience has passed down from generation to generation. “Over the years,” Kennedy stated, “an unwavering commitment to delivering fine quality construction while adhering to conservative business practices has served the business well.” Originally ranked in Engineering News-Record magazine’s “Top 400 U.S. Contractors” in 1994, the Kennedy organization and Roger B. Kennedy Construction have continued the successful track record that Plattsburgh, NY-based Roger P. Kennedy General Contractor, Inc. initiated in the Florida market in 1972. Led by Roger B. Kennedy, Jr., President, since 1999, Roger B. Kennedy Construction is prominently ranked among Central Florida’s largest construction companies and largest family-owned businesses. The Altamonte Springs, Fla.-based general contractor and construction manager is also currently ranked 27th largest among Orlando Business Journal’s “Golden 100” Top Privately Held Companies. Award-winning Roger B. Kennedy Construction is comprised of industry professionals with all of the resources needed for economical, on-time completion of a wide variety of projects. Specializing in multi-family, hospitality, retail/commercial and medical projects, the company has constructed countless apartment communities, senior living, student housing, hotels and resorts, office buildings, medical buildings, and more. Notably, the company recently surpassed a major milestone having constructed over $300 million of projects at Westgate Resort in Kissimmee and Westgate Lakes Resort in Orlando for Central Florida Investments/Westgate Resorts, Ltd., the region’s largest privately-held company. The Kennedy organization’s deeply-rooted traditions and values can be traced back to Middletown, Connecticut, where namesake and founder Roger Kennedy first performed bridge and dock building contracts from New Haven to New London beginning in 1870. His son, Roger B. Kennedy, worked in the family business before settling in Utica, NY, where he built highways and roads throughout upstate New York. Roger B. Kennedy’s son, Roger P. Kennedy, joined his father’s road business before relocating to Plattsburgh, NY, in 1931, where he later founded Roger P. Kennedy General Contractor, Inc. in 1946. In following decades, the company became a major force in the public and private sectors, building Plattsburgh Air Force Base as well as major facilities for General Motors Corp. and Dow Jones & Company, among others. Roger P. Kennedy’s son, Roger B. Kennedy, Sr., P.E., earned an engineering 20 degree from Norwich University before joining the company in 1961, and is credited with modernizing the business into one of the nation’s leading general contractors and construction managers. The company constructed such outstanding projects as the U.S. Olympic Housing for the 1980 Olympics at Lake Placid, NY, among others. Roger B. Kennedy, Jr., President of Roger B. Kennedy Construction, is a graduate of Colgate University with a degree in economics and worked several years with Boston Development Associates before relocating to Kennedy’s Orlando area office. Nelson Mullins Broad and Cassel – Real Estate and Tax Credit Attorney Roman Petra, Shareholder Holly Croft, Shareholder Deep affordable housing and tax experience from a multidisciplinary team. Our Affordable Housing & Tax Credit practice—which has assisted clients in 37 states, as well as Puerto Rico and Guam, in over 29 years of service—was recognized as a 2017 Leading Real Estate Firm by Multi-Housing News. Attorneys in our practice group, which includes an officer of the Florida Coalition of Affordable Housing Providers, are experienced with housing projects across the country in multiple fields, involving a host of federal agencies, such as HUD/FHA, Freddie Mac, Fannie Mae, USDA, and FHLBB. Our team has served as counsel for buyers and sellers of existing affordable housing portfolios valued in excess of $1,000,000,000 and assisted owners in financing housing totally with tax exempt bond transactions well over $1,000,000,000. We handle a wide array of transaction including owners’ refinancing of large portfolios to increase cash flow, representing buyers of general partner and developer interests, working with working with state allocating agencies to develop programs to meet owner’s specific needs. Royal American Management – Property Management Company Kerri Toth, President Royal American Management, Inc., is a part of Royal American Companies and is based in Panama City, Florida, with regional offices in multiple locations throughout the Southeastern United States. RAM’s mission is to shape lives by creating superior housing, embracing and investing in communities, and cultivating innovative management methods that add value to the properties we manage. This has been true since the company’s inception. RAM has been in business for 48 years and has extensive experience in marketing, managing, and maintaining apartment properties, and has mastered the ability to balance the goals of ownership with the expectations of the residents. As a Property Manager, our objective is to enhance our clients' investment values. RAM has been awarded the prestigious Accredited Management Organization (AMO®) designation as conveyed by the Institute of Real Estate Management of the National Association of Realtors and received the IREM North Florida Chapter #35 AMO® of the Year Award seven times. Currently, RAM is number 20 on the National Affordable Housing Management Association's Affordable 100 list. Currently, RAM manages a large portfolio in the United States and the U.S. Virgin Islands, including 21 nearly 250 properties, and more than 20,000 units, with a steady yearly growth rate. In addition to managing residential units, RAM’s Commercial Division actively manages office buildings and retail facilities in Florida. Royal American Management has extensive experience in all types of multifamily property management including Conventional, Luxury, LIHTC, RD, and HUD multifamily communities, detached home communities, senior affordable, congregate living communities, homeless, and intellectually/developmentally disabled communities. RAM has managed all four of the affordable LIHTC IDD properties in the state of Florida. RAM also has vast experience with affordable housing finance programs including Section 8, Bond, HOME, SAIL, Hope VI and ALF. Royal American Management has been selected to be the managing agent for numerous Federal and State agencies due to a continuous standard of excellence, including Florida Housing. Together with its technical experience in operating a portfolio containing a wide variety of properties, RAM is recognized as a leader throughout the industry. Through the diversity of its residential portfolio, RAM has actual hands-on experience and a clear understanding of the physical, economic, social, and security conditions related to each type of property. RAM has successfully handled situations involving hazards to the health and safety of community residents and/or the general public. Royal American Management has had specific, successful experience in understanding and dealing with the requirements of residents with special needs, community location, resident selection, apartment occupancy, facility maintenance, criminal activity, major drug trafficking problems, and/or overall management, in general. Given its present and past portfolios, RAM has encountered and successfully handled practically every imaginable property management situation and has done so fairly, with corporate honesty and integrity. Fallon Advisory – RAD Consultant Luke Fallon, Principal and Managing Director Luke Fallon, Principal, brings a depth of affordable housing experience drawn from managing transactions on behalf of clients. Luke’s experience includes building complex financial models, completing project feasibility analyses, developing recapitalization strategies, securing financing, obtaining regulatory approvals, creating and managing project budgets, negotiating financial terms, and closing transactions. Luke is very familiar with a wide range of affordable housing programs from working on Rental Assistance Demonstration (RAD) conversions and transactions involving public housing, Low-Income Housing Tax Credits, Section 8, and 13A (state-funded version of Section 236). To date, Luke has been responsible for recapitalizing projects with an aggregate total development cost of $77 million, beginning with the buyout of the investor limited partner and ending with the closing of new debt and equity. Additionally, Luke recently represented an owner in the negotiation of a joint venture partnership and property management transition of a 219-unit scattered-site portfolio that resulted in a recapitalization and rehabilitation with a total development cost of $78 million. As a RAD consultant, Luke has worked with many public housing authorities to assess the feasibility of converting their public housing portfolios to project-based Section 8 under the RAD program, then managed the RAD conversion process on their behalf. Mr. Fallon has a thorough understanding of all 22 recently issued guidance by HUD, including but not limited to PIH H-2017-03 and PIH 2012-32(HA). Luke has closed 27 RAD conversions to date, representing over 3,300 units. Four of the 27 RAD conversions were 75% RAD / 25% Section 18 blend conversions. Luke has also managed the Section 18 disposition process for two properties – one administration building and one public housing rental property. Prior to forming Fallon Advisory, Luke was a Principal at a Boston-based affordable housing consulting firm. In this capacity, Luke headed the ownership interest valuation business line where he valued lower-tier and upper-tier GP and LP ownership interests in affordable housing projects. This involved building complex valuation models, analyzing and underwriting the real estate and subject interest’s cash flows, developing acquisition and disposition strategies, and drafting evaluation memorandums. Luke valued approximately 190 fractional ownership interests representing $100 million of value and $1.7 billion of real estate value. Additionally, Luke was instrumental in launching and growing the firm’s RAD conversion business line. Luke is a cum laude graduate of the University of Massachusetts – Amherst where he studied finance and economics. E3 Building Sciences – Energy Specialists, Green Building Consultants Diana Giraldo, Project Manager/Director E3 Building Sciences was established in 2002 and specializes in energy efficiency, green building, sustainable development, energy modeling, and construction quality control. For nearly two decades we have certified several projects from multifamily buildings to single-family production homes across the South East United States. We have certified over 100 buildings including affordable housing projects, generating green rating certifications through LEED (Leadership in Energy and Environmental Design), NGBS (National Green Building Standard), Energy Star, or, FGBC (Florida Green Building Coalition), and have performed over 7,000 HERS (Home Energy Rating System) testings. 23 STATEMENT REGARDING RELATIONSHIP BETWEEN DEVELOPER AND SUBSIDIARIES Archway Partners will form an affiliated, single purpose entity, Archway Clearwater Gardens, LLC which will be the principal owner of the project. Archway Partners will be the Manager of Archway Clearwater Gardens, LLC. Archway Partners and its principals will provide all required financial guarantees. We have included a proposed organizational chart as part of our RFP submission. 24 Archway Clearwater Gardens, LLC Archway Clearwater Gardens Manager, LLC Manager/Member Archway Clearwater Gardens, LLC Applicant Paul Nudelman – Manager/Member 100% LIHTC Florida Development Company, LLC Member Archway Partners, LLC Temporary Investor Member Archway Partners, LLC Manager/Member Brett Green – Manager/Member 100% NOTE: The Applicant, Archway Clearwater Gardens, LLC is the single purpose entity that will be created to own the proposed project if Archway Partners is selected. 25 Architect Information 26 JAMES E. KELLEY, JR., AIA Managing Principal . Licensed Architect SELECTED HOUSING EXPERIENCE • Emerald Villas Phase II, Affordable Housing, Orlando, FL (96 Units) • The Gathering at Arbor Greens, Newberry, FL (255 Units) • Newberry Park Apartments, Alachua County (300 Units) • Altair Apartments, O’Fallon, MS. (3 story, 188 Units) • Tapestry Apartments, Brentwood, TN., (4 story, 392 units) • Solara Apartments, Sanford, FL., (4 story, 272 units) • Pelican Lakes Apartments Phase 1, Baton Rouge, LA., (242 Units) • Pelican Lakes Apartments Phase 2, Baton Rouge, LA., (81 Units) • Grandville Castle Apartments, Grandville, MI., (16 story tunnel form over two podium parking levels, 400 units) • West Church Street Multi-Use Project, Orlando, Florida Mixed-use development (266 Residential Units, 1,020 Parking, 13,500 sq. ft. of Residential Amenity Space, and 24,000 sq. ft. of Retail Space, 1,000 car Parking Structure) EDUCATION Louisiana State University, Bachelor of Architecture REGISTRATIONS Florida, Georgia, Idaho, Illinois, Louisiana, Michigan, Mississippi, Ohio, South Carolina, Texas, Virginia and Wisconsin. PROFESSIONAL EXPERIENCE • Fugleberg Koch 1991- Present • Other Firms 10 years RESPONSIBILITIES James E. Kelley Jr., Managing Principal and Owner, specializes in timeshare, hospitality, mid and high- rise residential projects. He is responsible for the planning and conceptual design of facilities as well as managing a portfolio of projects. He is actively involved at all phases of the project with the team and consultants to provide responsible continuity. © 2021 FK ARCHITECTURE | 2555 TEMPLE TRAIL . WINTER PARK, FLORIDA 32789 | TEL: 407-629-0595 FAX: 407-628-1471 | AR0009897 27 SELECTED HOUSING EXPERIENCE (CONTINUED) • Lamey Bridge Senior Apartments, D’Iberville, MS., (118 Units over parking podium) • Venetian Bay Condominiums, Osceola County, Florida (400 units) • Bellagio Apartments and Clubhouse, Collier County, Florida (330 units) • Perkins Rowe High Rise Apartments, Baton Rouge, Louisiana (400 units) • Atlantic View Beach Club High Rise Condominiums, North Hutchinson Island, Florida, (106 units) • Camden Development, Multiple Apartment projects and Clubhouses • Gables-Villa Rosa Phase One, Dallas, Texas (312 mid rise units) • Harbor Crest Condominiums, Pigeon Forge, Tennessee (80 units) • Crystal River Isles Condominiums, Crystal River, Florida (150 units) HOSPITALITY • Lowes Royal Pacific Resort at Universal Studios, (90,000 SF additional Ballroom space) • Loews Royal Pacific Resort at Universal Studios, (1,000 rooms and meeting facilities) • Caribe Royal Resort, Lake Buena Vista, Florida, (1,200 rooms and meeting facilities) • Vistana Development, Orlando, Florida (1,000 units) • Floridays Resort, Orlando, Florida (792 Condo Hotel Units) • Fountains Timeshare Resort (504 units) • Doubletree Hotel Conversion/Renovation, Buena Vista, Florida • Marcus Vacation Club at Grand Geneva Spa & Resort, Lake Geneva, Wisconsin (355 units) • Caribbean Beach Resort, Walt Disney World, Florida (1,200 rooms) • The Hubbard House, Orlando, Florida (1993 Award of Excellence) • Crowne Plaza Hotel at Universal, Orlando, Florida (400 rooms) • Hampton Resort, Biloxi, Mississippi, (216 rooms) • Holiday Inn Express, Loxley, Alabama (120 rooms) • Vacation Village at the Parkway, Kissimmee, Florida (336 units) • Vacation Village at the Parkway Phase 2, Kissimmee, Florida (616 units) • Vacation Village at Weston, Weston, Florida (312 units) • Crestwood Extended Stay Lodging, Greensboro, South Carolina COMMERCIAL • Lake Mary City Centre, Lake Mary, Florida • Pelican Pointe Golf and Country Club, Venice, Florida • Emeril’s Restaurant at the Royal Pacific Resort at Universal Studios, Orlando, Florida • Mills Professional Building, Orlando, Florida • Wekiva Executive Center, Apopka, Florida • Landings Retail Center, Altamonte Springs, Florida © 2021 FK ARCHITECTURE | 2555 TEMPLE TRAIL . WINTER PARK, FLORIDA 32789 | TEL: 407-629-0595 FAX: 407-628-1471 | AR0009897 28 MICHAEL E. GOVE, AIA LEED AP BD+C, HOMES Managing Principal . Licensed Architect SELECTED HOUSING EXPERIENCE • Aventon Park West - Savannah, GA • The Grand Castle - Grandville, MI (Design and Development of 360 units on 24 acres) • The Quarter at Westgate – Glendale, AZ (80,000 square foot convention center and 320-room Renaissance Hotel) • Sotelo Lofts – Tempe, AZ (172 loft-style condominiums) SELECTED 221(d)4 & AFFORDABLE HOUSING EXPERIENCE • Johnson Village - Charlottesville, VA (241 units) • Carver Park – Orlando, FL 128 units under the Orlando Housing Authority and partially financed through a Hope VI grant. ) • Colonnade at Rocktown – Harrisonburg, Virginia (66 unit, 3 story over retail) • Wilsondale Apartments – Hampton, Virginia (210 units) SELECTED MIXED USE/ TRADITIONAL NEIGHBORHOOD DESIGN EXPERIENCE • Seven Canyons Casitas & Retail Village – Sedona, AZ EDUCATION University of Maryland, Baltimore County - Bachelor of Art, Graphic Design Arizona State University - Master of Architecture REGISTRATIONS Florida, Arizona and Michigan PROFESSIONAL EXPERIENCE • Fugleberg Koch 2015 - Present • Other Firms - 17 years RESPONSIBILITIES Michael Gove, Principal/Owner, is responsible for cultivating existing and new client contacts, collaborating with the client and consultant representatives, setting and maintaining project budgets, managing production staff, mentoring interns and junior associates, continuing education in building technologies and research, determining project schedules, interfacing with contractors, conducting in-field reviews, and guiding construction document sets. © 2021 FK ARCHITECTURE | 2555 TEMPLE TRAIL . WINTER PARK, FLORIDA 32789 | TEL: 407-629-0595 FAX: 407-628-1471 | AR0009897 29 SELECTED HOSPITALITY EXPERIENCE • Downtown Disney / Disney Springs Expansion – Orlando, FL (Integrated Project Delivery of the expansion and renovation of the Downtown Disney – Disney Springs commercial retail and themed eating / entertainment venue for the Walt Disney Corporation. ) • Seven Canyons Resort Clubhouse – Sedona, AZ (Located on a 200 acre site the Seven Canyons Clubhouse is the Centerpiece of a pristine resort community at the edge of the Coconino National Forest in Sedona, Arizona.) • Paradise Valley Country Club – Paradise Valley, AZ • Las Palomas Beach & Golf Resort – Puerto Peñasco, MX • Crowne Plaza Hotel – Harrisburg, PA (renovation of the existing Crown Plaza Hotel in Harrisburg, PA + 10,500 sq. ft. grand ballroom with adjacent smaller meeting spaces) SELECTED SENIOR INDEPENDENT LIVING EXPERIENCE Sagewood Senior Living – Phoenix, AZ • Sagewood Senior Living – Phoenix, AZ (10 Assisted living apartments, 78 skilled nursing care suites, and 20 private memory care suites.) PROFESSIONAL ACTIVITIES/ AWARDS • MEMBER – AMERICAN INSTITUTE OF ARCHITECTS, • NATIONAL COUNCIL OF ARCHITECTURAL • REGISTRATION BOARDS, BOY SCOUTS OF AMERICA • BUILDING ENVELOPE ENGINEERING GROUP • PSMJ TRAINED PROJECT MANAGER © 2021 FK ARCHITECTURE | 2555 TEMPLE TRAIL . WINTER PARK, FLORIDA 32789 | TEL: 407-629-0595 FAX: 407-628-1471 | AR0009897 30 PORTFOLIO 31 TEAM 32 FK Architecture is renowned for its extensive residential portfolio with a spectrum of projects in the areas of residential resorts, multi-family communities, mixed use developments, and urban infill. Our design and development work includes specialties in affordable and luxury multi-family rental, tax credit, student housing, and senior independent living. All of our built work is within the garden-rise, mid-rise, high-rise, and urban settings through horizontal or vertical development. FK Architecture honors the relationships it holds with their clients by designing and developing the client’s investments through various levels of refinement and responsiveness ensuring client satisfaction. MULTI-FAMILY . MIXED-USE 33 306 UNITS GILBERT, AZ COMMONS AT THE SQUARE 272 UNITS SANFORD, FL SOLARA 187 UNITS ST. LOUIS, MO THE RESIDENCES AT BOLAND PLACE 55 UNITS MAITLAND, FL 423 APARTMENTS 66 UNITS GAINESVILLE, FL URBAN INFILL ON THE BOARDS 300 UNITS SANFORD, FL VINTAGE NORTH 34 MULTI-FAMILY . MIXED-USECLUBHOUSE TWO INTERIOR COURTYARDS OUTDOOR LAP POOL WIFI CAFE, FITNESS AND BUSINESS CENTER ENCLOSED PET PARK 352 UNITSSPRING, TX NGBS GREEN-CERTIFIED BUILDING THE PIERPONT 35 36 MULTI-FAMILY . MIXED-USE3,750 SF RETAIL SPACE 2,300 SF COMMERCIAL SPACE CLUBHOUSE AND FITNESS CENTER TWO INTERIOR COURTYARDS OUTDOOR POOL 393 UNITSBRENTWOOD, TNTAPESTRY AT BRENTWOOD 37 38 MULTI-FAMILY . MIXED-USECLUBHOUSE COURTYARD AND POOL PARKING GARAGES 300 UNITSBRADENTON, FLRESIDENCES AT THE GREEN 39 40 MULTI-FAMILY . MIXED-USERESORT POOL TWO-STORY CLUBHOUSE FITNESS AND PILATES CENTER MOVIE & GAME-FLEX SPACE LEASING & BUSINESS CENTER 280 UNITSORLANDO, FLKESTRA 41 42 The availability of affordable housing for our nation’s workforce and families continues to be an important part of a stable and healthy community. The affordable consumer seeks the same conveniences as other market segments, such as schools, shopping, parks and accessibility to work. FK Architecture has been a pioneer in affordable and workforce housing since the early 70’s. We have extensive experience working with the various government programs, private development strategies and public/ private joint initiatives. Designing affordable communities for people and families that keep towns and cities alive with their hard work, is where we draw the most inspiration. Changing and improving lives for the better is our basic mission as architects. AFFORDABLE HOUSING 43 110 UNITS 96 UNITS BRADENTON, FL 96 UNITS 110 UNITS DADE CITY, FL TALLAHASSEE, FL EUSTIS, FL 144 UNITS EUSTIS, FL 92 UNITS HERNANDO COUNTY, FL VALENCIA GROVEVALENCIA IIOSPREY POINTE OAKS AT LAKESIDE LAFAYETTE GARDENSHAMMOCK RIDGE PHASE 2 44 AFFORDABLE HOUSINGLOW-INCOME SENIOR HOUSING COMPLEX NGBS GREEN CERTIFIED AT THE SILVER LEVEL COMPUTER AND LIBRARY ROOM CLUBHOUSE 96 UNITSPINE HILLS, FLEMERALD VILLAS II 45 46 FK Architecture is a national leader in all areas of multifamily residential design. Project experience includes on campus and off campus student housing, rental apartments, townhomes, including special emphasis on mixed-use, urban infill,and traditional neighborhood design. Solutions range from affordable to premium inventory; from manufactured to high-rise designs. Market and research based approaches together with creative collaboration techniques have resulted in many breakthrough innovations that continue to redefine the shape of student housing. From site plan to interior architecture, their solutions recognize the financial, operational, construction,and aesthetic challenges producing preferred results. STUDENT & SENIOR HOUSING 47 224 INDEPENDENT UNITS 60 SKILLED NURSING UNITS WINTER PARK, FL THE MAYFLOWER 48 UNITS ORLANDO, FL VILLAS AT HAMPTON PARK 118 AFFORDABLE INDEPENDENT UNITS D’LBERVILLE, MS LAMEY BRIDGE SENIOR CENTER 408 BEDS/ 120 UNITS FARMVILLE, VA LONGWOOD LANDINGS 1,984 BEDS ORLANDO, FL 75 BEDS/ 27 UNITS GAINESVILLE, FL UCF’S KNIGHT’S TOWERSAVENYL 48 STUDENT & SENIOR HOUSINGCLUBHOUSE STYLE AMENITY MODULES 3 RESIDENTIAL BUILDINGS POOL & FITNESS BUILDING PARKING GARAGE CASUAL DINING CAFE 80 UNITSORLANDO, FLWESTMINSTER BALDWIN PARK 49 50 STUDENT & SENIOR HOUSINGACTIVE ADULT COMMUNITY 3 TO 4 STORY BUILDINGS 12,000 SF CLUBHOUSE TENNIS COURT & GREENSPACE PORTECOCHERE ARRIVAL 179 INDEPENDENT LIVING UNITSHARRIS COUNTY, TXSPARROW VINTAGE PARK 51 52 As a vital force in the professional community, FK Architecture is poised to lead through understanding, innovation, and team work for those they serve. If you would like to speak with us regarding your project or development opportunities, please contact: CONTACT US FK Architecture . A Fugleberg Koch Company 2555 Temple Trail Winter Park, FL 32789 407-629-0595 . www.fkcompanies.com . AR0009897 Michael Gove, AIA, LEED, AP BD+C, HOMES Principal E: michaelg@fkcompanies.com James E Kelley Jr., AIA Managing Principal E: jimk@fkcompanies.com 53 Civil Engineer Information 54 Company Overview Founded in 1945, Cardno partners with public and private clients to solve engineering, environmental, human health, and social challenges throughout the world. One of the largest full-service civil and environmental firms in the Southeast United States, Cardno has built a reputation for quality and cost-effective services working for public and private sector clients. Cardno has nearly 400 staff working in 12 offices throughout Florida that gives the company a strong state-wide focus complementing specialist teams in major areas throughout the state. Cardno’s Florida offices offer a broad range of professional services including: > Transportation Engineering and Planning > Industrial Hygiene > Roadway and Bridge Design > Structural Engineering Services > Subsurface Utility Engineering (SUE) > Environmental Services > 3-D Radar Tomography > Environmental Management > GIS/Asset Management > Redevelopment Consulting Services > Brownfields Redevelopment > Landscape Architecture > Site Design > Water Resources > Urban and Land Planning > Right-of-Way Acquisition and Relocation > Stormwater Management > Construction Inspection and Administration > Water/Wastewater Facilities Design > Utility Coordination / Relocation Design > Outdoor Advertising Regulation Services > Survey and Mapping Local Expertise, Around the World Our offices are strategically located to make it easy for our team to get to your facilities or project sites, for increased efficiency. We have a deep understanding of both national and local environmental, regulatory, financial, and social conditions. Our global capability and local expertise combine to help you reduce risks, resolve challenges, improve performance, and increase resilience. With more than 150 offices in the United States, Cardno provides clients with access to thousands of professionals focused on delivering customized consulting solutions to plan, design, and permit your projects. Cardno has a unique combination of general and specialized engineering experience. We have built our reputation on providing our clients with responsive, economical solutions under continuing services contracts, and have been doing so in Florida since 1984. 55 Page 1 of 2 www.cardno.com Bryan Zarlenga, PE Current Position Senior Principal and Practice Group Leader of Site Development Profession Professional Engineer Years' Experience 30 Joined Cardno 1998 Education BS / Civil Engineering BA / Business Administration Professional Registrations Professional Engineer FL #52167 Summary of Experience Mr. Zarlenga has more than 30 years of experience in the Site Development Industry. He serves as the Site Development Practice Group Leader specializing in all aspects of the development process including pre-design services, construction document preparation, permit expediting, constructability reviews, and project management for Higher Education and Clients within the Federal, Municipal, & Private Sectors. He manages a team of Project Managers, Engineers, Landscape Architects, Planners and Designers that focuses on sustainable design solutions. Project Experience The Renaissance at West River, Tampa Housing Authority, Tampa, FL. Project Manager. Cardno provided Site Civil, Platting and Landscape Services for the 1st Vertical Building within the West River Master Planned Community, located north of I-275 and due west of the Hillsborough River in Tampa, FL. BOA Community Development Corporation and Tampa Housing Authority partner to develop the site with a 6-Story, 160 unit senior housing apartment building located on approximately 2 acres of land that will be the catalyst in revitalizing the West River Community. Other features of the site include surface parking for approximately 100 vehicles, bicycle parking, private roadway improvements and amenity space to support the new building, including a 3,000 SF retail space at the corner of Rome and Main Street. The Boulevard at West River, Tampa Housing Authority, Tampa, FL. Project Manager. Cardno is assisting WRDG and the Tampa Housing Authority in the redevelopment of the City of Tampa’s 120-acre West River Community. Cardno is supporting the second residential block with 4 separate mid-rise buildings, called The Boulevard, by providing supporting infrastructure design, two-structured parking garage improvements, platting, master development support, roadway, landscape/irrigation design, utility and drainage connections. Each building will have retail and amenity space, in addition, Cardno is developing a central landscaped amenity area between the two garages for residents to gather under the large existing oak trees that are being retained. All site improvements will be permitted under a single phase that will meet the following agencies requirements: City of Tampa, Hillsborough County, Southwest FL Water Management District Criteria, and FL Department of Environmental Regulation rules and regulations. When complete, this diverse mixed-use community with approximately 2,200 new workforce housing units will be within walking distance of downtown. Encore Redevelopment, Tampa, FL. Project Director providing quality assurance and quality control for civil engineering and landscape design plans associated with this unique undertaking that redeveloped 30+ acres of property located in the heart of downtown Tampa as a mixed-use, transit-oriented development. The project, which was certified through the USGBC’s LEED for Neighborhood Development ND process, is a joint venture between Banc of America CDC, the Tampa Housing Authority, and the City of Tampa, secured $28 million in funding through the Federal Government’s Neighborhood Stabilization Program II grants to construct all associated public infrastructure improvements. Cardno provided planning, engineering, permitting and LEED certification services for this project as the Lead Engineer and Planner, which showcases our integrated approach to complex, multi-faceted projects. 56 Page 2 of 2 Encore Solar Park, Tampa, FL. Project Manager. Cardno is providing a full suite of engineering services to redevelop 28-acres in Downtown Tampa. One small component of the project is a one-acre site where the underground stormwater vault was installed for capturing all on-site stormwater for re-use. The Cardno Landscape Architectural team was contracted to design a solar park for the development on top of the vault. The site includes passive recreation with intertwining pathways constructed with pavers, xeriscape landscape design, interpretative signage, solar trees (solar absorbing sculptures), a dog walking area and community art display. Encore Reed Apartments, Tampa, FL. Project Manager. Cardno provided Site Civil, Landscape, Permitting and Post Design Services for the 2nd Vertical Building within the 28-acre Encore Master Planned Community, located between downtown Tampa and Ybor City at the corner of Ray Charles Blvd and Hank Ballard Street. BOA Community Development Corporation and Tampa Housing Authority partner to develop the site with a 7-Story, 158 unit senior housing apartment building located on approximately 2 acres of land that will continue the rich musical history theme of the Encore Development. Other features of the site include an internal parking garage with approximately 220 vehicles, bicycle parking, a large musical wand in the front of the building, and a roof top pool deck, amenities and a resident themed movie theater. The Building received LEED Silver status. Encore Trio Apartments, Tampa, FL. Project Manager. Cardno provided Site Civil, Landscape, Permitting and Post Design Services for the 3rd Vertical Building within the 28-acre Encore Master Planned Community, located between downtown Tampa and Ybor City at the corner of Ray Charles Blvd and Governor Street. BOA Community Development Corporation and Tampa Housing Authority partner to develop the site with one 6-Story and two 4-story buildings, 141 units of market rate family apartment building located on approximately 2 acres of land that will continue the rich musical history theme of the Encore Development. Other features of the site include a two-level parking garage for approximately 259 vehicles, bicycle parking, a roof top pool deck and amenity space to support the new building, including ground floor retail space facing Ray Charles Boulevard. Encore Ella Senior Apartments, Tampa, FL. Project Manager. As part of the 28-acre master planned development, Cardno assisted in attaining $28 million from the U.S. Department of Housing and Urban Development’s (HUD’s) Neighborhood Stabilization Program 2 (NSP2) to design and construct the public infrastructure and create 11 buildable lots. HUD funding required the construction and occupancy of 300 low/moderate income units within the Encore by February 2013, which is situated on 3 of the 11 buildable lots. The first building, the “Ella”, began to satisfy the Federal funding occupancy requirements through the construction of a 160-unit senior housing product. The project includes 5,000 square feet of ground floor retail and 5,000 square feet of resident amenity space, including a library, computer lab, media room, a chapel, community lounge, full bathrooms and leasing/management space. The building includes 3 floors of parking and 7 floors of one-, two- and three-bedroom units with a rooftop resident amenity space, inclusive of a pool, community garden and outdoor cooking areas. Creative Village Redevelopment, Orlando, FL. Project Director responsible for the master engineering and visioning phase of this $1.2 billion, 68-acre, LEED-ND certified, transit-oriented mixed-use development consisting of cradle-to-college education, office, mixed income housing, hotel, public parks and retail spaces. To date, tasks have included demolition of the former Amway Arena, cost estimating and master planning design of all urban streetscape infrastructure, utility and drainage design. Cardno is providing oversight of all public infrastructure and open space design and permitting; civil engineering design, including potable water, sanitary sewer, stormwater management, and roadway design, as well as the formal design of streetscape, landscape and hardscape improvements along the new roads and in the public gathering spaces. Additionally, Cardno is a Project Team Member for the overall project’s LEED-ND certification. 57 Civil Engineering and Site Development Statement of Qualifications 58 Civil Engineering Civil engineering is the backbone of our business. Cardno’s depth and breadth of civil engineering expertise leads to customized solutions regardless of project scope or size. We go beyond the ordinary to ensure our client’s projects meet or exceed every objective and milestone. Our dedicated teams provide integrated services across a wide range of disciplines, working closely with our clients across the project lifecycle. For more than 75 years, we’ve provided advice, leadership, attention to detail, and innovative approaches to deliver successful project outcomes. 59 Our civil engineering and site development services include: Site Development: >Brownfields Redevelopment >Community Redevelopment >Construction Management >Design/Build >Due-Diligence and Feasibility Studies >Geographic Information Systems >Grants & Incentives >Landscape Architecture >LID (Low Impact Design) Capabilities >Master Planning >Permitting >Project Management and Scheduling >Real Estate Services >Re-Use Planning >Site Design >Site Selection and Layout >Urban & Land Planning >Value Engineering Utilities: >Potable Water >Sanitary Sewer Systems Evaluations and Self Audits >Utility Coordination >Utility Design and Permitting >Utility Work by Highway Contractor (UWHCA) >Wastewater and Reclaimed Water Stormwater: >Erosion and Sediment Control >NPDES Services >Permitting Services >Water Quality >Watershed Management Services Transportation: >Intelligent Transportation Systems (ITS) >Mixed-Use Trail Design >Right-of-Way (Acquisition and Relocation) >Road Safety Audits >Scheduling and Project Controls >Streets and Drainage Design >Structures and Bridge Design >Traffic Calming >Traffic Operations >Transportation Planning Natural Resources: >Cultural Resources Management >Economic Assessments and Impacts >Environmental and Natural Resource Liability and Risk Management >FEMA Floodplain CLOMR and LOMR Services >Natural Resource Management >Permitting and Compliance >River Modeling >Water Resources Management Civil Engineering - 360 4 - Projects Projects We have a long history of successful civil/site design projects. We have the ability and experience to achieve the desired level of sustainability from an infrastructure perspective. We understand that civil/site designs not only have to be functional, but they also need to be aesthetically pleasing. 61 Encore Cardno incorporated sustainable design principles throughout nearly every element of Encore, positioning it to be one of the first LEED-ND sites in the State of Florida. When the Tampa Housing Authority and Banc of America formed a public private partnership (Central Park Development Group, LLC) to redevelop Central Park Village, their goal was to revitalize a historic area that was in need of reinvestment. The Encore project is a 28-acre master planned development between downtown Tampa and Ybor City that has led to the redevelopment of several city blocks as a LEED certified, mixed-use, transit oriented community. Cardno served as the prime consultant/program manager providing civil engineering, planning, landscape architecture, and brownfield consulting services to facilitate redevelopment of this historically significant, but blighted area. As a single source for these services, Cardno provided an integrated approach to this complex, multi-faceted project. Cardno’s integrated approach allowed the project team to sequence the infrastructure design as needed to allow site construction to proceed on schedule. The final phase of the project involved construction services. Cardno will work closely with all parties to achieve the owner’s vision of a mixed-use residential and commercial development in an important area of the city. Cardno has provided civil engineering and landscape architectural services for 4-multi-family and elderly apartment sites, totaling over 660 units within Encore; including a Duke Energy Power Plant and Chilled Water Site that supports the entire development. Projects - 562 6 - Projects Kneader’s Bakery Cardno provided civil engineering design for several Kneader’s Bakery and Café sites throughout Arizona. Civil improvements included grading, drainage, water, sewer, sidewalk, curb and gutter, as well as the surrounding parking lot, drive through, and entrance for the fast casual restaurant buildings. Other Cardno services included representing the client at public hearings during the planning stage as well as construction observation services required for final project closeout documentation. Riverscape Lots 1 and 8 These complex apartment buildings on Portland’s scenic Willamette River waterfront involved intricate planning and design with FEMA floodplain permitting and coordination, Portland Greenway design and permitting, shoring for basement parking decks, public works permitting, and close coordination with contractors during construction phases. 63 Projects - 7 The Nolen When complete, this mixed-use urban development will be a new live, work, and play neighborhood for urban professionals who want to live near downtown Clearwater. Cardno provided land use planning, civil engineering, concept planning, utility design, due diligence support, and landscape and hardscape design. San Victor Condo This 58-unit condominium was developed on a vacant parcel of land surrounded by existing mixed-use developments in Scottsdale, AZ. Cardno provided civil design improvements, closely coordinating between the developer and several different design consultants. 64 8 - Projects The Meadows Cardno provided multi-disciplinary services for this 694-acre parcel within a larger master planned community. In addition to master planning, master drainage design, and civil design services, Cardno’s landscape group designed a city park, streetscape design, public open spaces, and a pedestrian trail system. Veterans Administration Bay Pines Cardno provided civil engineering, landscape architecture, environmental assessments, NEPA, Archaeological, and other engineering assistance for this new, 178,380 square-foot inpatient-outpatient addition to the main hospital and a new 500-car parking garage. This project included extensive coordination with the Medical Center Staff, Project Team and General Contractor throughout the 5-year construction phase. 65 Projects - 9 Costco As an integral part of Costco’s real estate development team, Cardno provided multidisciplinary site development services - feasibility studies, permitting, environmental review, site design, and construction management. Considering the large format with store development, Cardno worked within Costco’s design objectives to design stormwater management facilities that lessened downstream impact for water quality and detention storm events. Seven Hills Surgery Center This project required the design and construction of significant arterial roadways including Seven Hills Drive and Horizon Ridge Parkway. Cardno provided planning, surveying, civil engineering, and landscape architecture, which included courtyard design, entry design, and amenities selection. 66 10 - Projects The Round For this mixed-use redevelopment project in downtown Beaverton, OR, Cardno provided designs for the hardscape, planting, and irrigation. The project includes a mix of commercial, office, residential, and recreational design, of which the landscape team played an important role in the site design elements. Cardno also provided project management including permitting, site inventory, design concepts, construction documents, and site observation services for all phases. Allison Inn & Spa This landmark project is the first of its kind in Oregon. The luxury resort recently received LEED Gold Certification by the U.S. Green Building Council for its green design and construction principles. The project incorporated many sustainable site features and the property utilizes current weather data to self-adjust irrigation, reducing water consumption by more than 40%. Cardno provided civil engineering, land survey, transportation, and landscape architecture services. 67 About Cardno Local Expertise, Around the World Our offices across the Americas are strategically located to make it easy for our team to get to your facilities or project sites, increasing efficiency. We have a deep understanding of both national and local environmental, regulatory, financial, and social conditions. Our global capability and local expertise combine to help you reduce risks, resolve challenges, improve performance, and increase resilience. Cardno’s thousands of professionals worldwide have supported our clients’ local and multi-national projects in countries on six continents. Working with companies, governments, and agencies at all levels around the world provides Cardno the diverse knowledge to allow us to better serve our clients by providing innovative and sustainable solutions that deliver lasting value. We serve clients of all types and sizes, including: >Energy >Federal, state, county, and municipal governments >Finance >Industrial >International development agencies >Legal >Mining >Real estate >Transportation Industry Recognition By working with new clients every day and expanding relationships with our existing clients, we have become a recognized leader within the industry. In recent years, Cardno has continually ranked in multiple categories as a Top firm in Engineering News-Record’s annual lists. Zero Harm - Every Job. Every Day. Safety is a core value for Cardno. We are committed to continually improving our safety processes. Our Zero Harm program means that we conduct business in a way that protects our people, clients, visitors, and the public from harm, while also promoting our commitment to environmental responsibility. When you work with Cardno you gain a single point of contact for integrated environmental, infrastructure, scientific consulting, and international development assistance services. Our integrated approach efficiently addresses your challenges, fostering smart, sustainable growth of your operations alongside the communities and environments in which you work. We simplify access to multidisciplinary expertise and on-the-ground experience to support your business objectives. 68 About Cardno Cardno is a professional infrastructure and environmental services company, with expertise in the development and improvement of physical and social infrastructure for communities around the world. Cardno’s team includes leading professionals who plan, design, manage and deliver sustainable projects and community programs. Cardno is an international company, listed on the Australian Securities Exchange [ASX:CDD]. Cardno’s commitment to Zero Harm Cardno’s goal is to always conduct our business in a way that protects our people, clients, visitors and members of the public from harm. In an effort to move toward the ultimate objective of zero harm, we are committed to implementing safety systems and awareness throughout our operations globally. Civil SOQ 903648 011718 contact-us@cardno.com www.cardno.com 69 HUD Environmental Specialist Information 70 Sandra Frye, Frye Environmental, LLC 1 Professional Summary With over 25 years of experience working at the Department of Housing and Urban Development (HUD) in the areas of environmental compliance and program management, I am uniquely qualified to provide HUD responsible entities, developers, lenders and grantees with individualized solutions to their environmental compliance challenges. While at HUD, I worked over 20 years in the area of environmental compliance serving 5 of those years as the Regional Environmental Officer (REO) for Region 4. As the largest HUD Region, this resulted in extensive experience solving complex environmental issues including large CDBG and CDBG-R Disaster Recovery Projects, HOME assisted projects, Choice Neighborhood Grants, and multi-million dollar FHA mortgage assistance projects. In addition, I have over 15 years of programmatic experience working with virtually all of HUD’s Community Planning and Development (CPD) Programs while serving as a CPD Representative and Acting CPD Director in the HUD Louisville Office. This experience has resulted in a unique set of skills that provides me the ability to work closely with a variety of grantees/lenders/stakeholders to develop solutions that can reduce the time and cost required to complete the environmental review process while remaining incompliance with HUD’s environmental and programmatic requirements. Following my retirement from HUD in 2018, Frye Environmental, LLC, a Women Business Enterprise, was created to provides public and private entities assistance with complex HUD approvals. Specialized Knowledge and Skills  Federal environmental regulations: In-depth knowledge of federal environmental regulations, laws and authorities including but not limited to: The National Environmental Policy Act (NEPA), The National Historic Preservation Act, E.O. 11988 and 11990 on Floodplain Management and Wetland Protection, The Endangered Species Act, EPA site contamination requirements under Superfund/CERCLA, as well as other complex federal environmental requirements.  HUD’s environmental requirements: Extensive experience with HUD’s environmental requirements under 24 CFR Part 58, Part 50, Part 55 and Part 51 regulations. Also, extensive experience with HUD’s environmental policy on site contamination, Chapter 9 of the FHA Multi-family Accelerated Processing (MAP) Guide, the Rental Assistance Demonstration (RAD) Program, the Choice Neighborhood Initiative (CNI) Program, and many other programs requiring environmental reviews under HUD’s Part 58 and Part 50 environmental processes.  Management and Supervision: Served as the HUD Regional Environmental Officer (REO) in Region 4 effectively managing one of HUD’s largest and most complex regions including the supervision of 5 Field Environmental Officers (FEOs). Also served as the Acting CPD Director at the Louisville HUD Office supervising 4 Education MPA Urban & Regional Planning, University of Louisville, 2000 BS Geology, Eastern Kentucky University, 1985 Licenses, Certifications ASTM International Member, 2018 Phase I & II ASTM Risk Based Corrective Actions, 2017 Certified HOME Program Specialist, 2006 Professional Trainings EPA Fundamentals of CERCLA/Superfund, 2018 Corporate Strategies Professional Training Skills, 2017 NEPA Cumulative Impacts Training, 2017 Writing Effective NEPA Documents, 2012 HUD Executive Leadership Program, 2005 71 Sandra Frye, Frye Environmental LLC CPD Representatives and managing all CPD Programs for the State of Kentucky HUD Office.  Effective Leadership: Designed, managed and facilitated the Region 4 Part 58 Environmental Training Program in Atlanta for over 10 years. This includes an Annual 3-day Training event and is considered one of the best in the country utilizing the skills and expertise of a variety of HUD environmental experts as well as other local, state and federal environmental professionals. In addition, I designed and facilitated several on-site trainings for Disaster Recovery grantees tailored to their specific training needs. I also collaborated with other REO’s and Headquarters Office of Environment and Energy (OEE) staff on various training modules for HEROS, assisted in the design of a training webinar on Tiering, as well as other hands-on training exercises and tools. I also coordinated with EPA on a complicated site contamination issue involving a Public Housing site in Chattanooga, Tennessee. This effort resulted in a positive outcome and served as a model response for coordination under the 2017 HUD and EPA Memorandum of Understanding (MOU) designed to improve communication between the two agencies. Work History and Experience President, Frye Environmental, LLC – September 2018 to Present • Provided a 2-day Part 58 Basic Environmental Training at the Mississippi HOME Corp in Jackson, MS, for approximately 22 attendees. Participants included State of Mississippi CDBG, HOME, ESG and HOPWA staff as well as Entitlement grantees from the Cities of Biloxi, Hattiesburg, Jackson and Gulfport. • Provided “Wellness Check-ups” for the Mississippi Home Corp and Mississippi Development Authority. • Additional information on available services and completed projects can be found at: www.frye- environmental.com. Regional Environmental Officer, Atlanta Region 4 HUD Office, 2013–2018 • Provided training and in-depth technical assistance to several HUD Disaster Recovery Grantees including the State of MS and AL (2006) - $5.5 billion to assist victims of Hurricanes Katrina, Rita, Wilma; State of AL, City of Birmingham, Tuscaloosa and Jefferson County, AL (2012 and 2013) - $175 million to assist victims from 2011 devastating tornadoes; State of Tennessee and Shelby County, TN (2013) - $105 million in National Disaster Resilience funding to assist victims of severe storms and flooding in 2011; State of South Carolina, Richland and Lexington Counties, City of Columbia (2015 and 2016) – $300 million to assist victims of Hurricane Matthew and severe 2015 flooding events; State of Florida (2016, 2017) – $733.8 million to assist victims from Hurricanes Irma, Hermine, Matthew; Puerto Rico (2017, 2018) - $20 billion to assist victims from Hurricane Irma and Maria. • Assisted numerous responsible entities and Public Housing Authorities achieve environmental compliance for complex CNI projects including City of Tampa Housing Authority 2012 Encore Project – $30 million grant for the transformation of the Central Park Public Housing Development; City of Atlanta Housing Authority 2014/2015 CNI Project - $30 million for revitalization of the University Choice Neighborhood; City of Memphis 2014/2015 CNI Project – $29.75 million for renovation of Foote Homes and the South City neighborhood; Louisville Metro Housing Authority 2016 CNI Project - $30 million for the transformation Beecher Terrace Public Housing and the Russell Neighborhood. • Assisted in the completion of numerous complex Part 50 environmental reviews for FHA Multi- family Mortgage Insurance and Rental Assistance Demonstration (RAD) projects including: 72 Sandra Frye, Frye Environmental, LLC 3 o SoLe Mia, Miami, FL - $101 million FHA mortgage loan for the development of two 17- story apartments offering over 400 luxury rental units. o Harpeth Square – $80 million dollar mixed-use project including 155 units of luxury housing financed under the HUD FHA Program, in Franklin, TN. • Provided oversight and management of all Field Environmental Officer Monitoring views, subsequent monitoring letters/reports, and resolution of Findings. Field Environmental Officer (FEO), Atlanta Regional Office, 2008–2013 • Served as the FEO for various states in the Southeast including Alabama, Florida, Mississippi, Kentucky, and Tennessee. • Completed over 150 Part 50 environmental reviews for the Neighborhood Stabilization Program (NSP) and the Self-Help Homeownership Opportunity Program (SHOP). • Served as the Environmental Training Coordinator, Environmental Justice contact, and Disaster Recovery Coordinator for Region 4. • Completed numerous Part 58 on-site Monitoring visits, monitoring reports, and closeout of compliance Findings for State, Entitlement, and Disaster Recovery Grantees throughout the southeast. Senior Community Planning and Development Representative, Atlanta Regional Office and Louisville Field Offices, 1998-2008 • Served as the CPD Representative for several State and Entitlement grantees in Kentucky and Georgia. As the Senior CPD Representative in the Louisville Office, I managed the largest grantees including the State of Kentucky, City of Louisville and Jefferson County. • Served as the HOME Program Coordinator in both the Kentucky and Georgia HUD Field Offices and as the Shelter Plus Care Coordinator in the Georgia Field Office. I was also one of the first CPD Representatives in the Georgia Office to successfully complete the HOME Certification Program. • Completed compliance monitoring visits, reviews of Action Plans/Consolidated Plans/Risk Analyses, etc. for numerous State and Entitlement grantees. Acting CPD Director, Louisville HUD Office, 2002 • While serving as the Acting CPD Director, I was responsible for the day-to-day management of the office including 4 CPD staff members, attending Executive Staff meetings, development of the Annual Work Plan, and all other CPD related management activities. • During my tenure as Acting Director, I received Letters of Accommodation from the Governor of Kentucky and the CEO for the Kentucky Housing Corporation, as well as, an Honorable Kentucky Colonel Award for outstanding service to CPD grantees in the State of Kentucky. Field Environmental Officer, 1993-1998, Atlanta Regional Office • Served as the FEO for the States of Kentucky, South Carolina, Alabama, and Mississippi. • See additional Field Environmental Officer work history above. HUD Intern Program, Atlanta and Louisville HUD Offices, 1991-1993 • Completed the two-year HUD Intern Program involving rotations to all the major Program areas of HUD including CPD, Public Housing, Housing, and Fair Housing. I also completed a rotation to HUD Headquarters and the Louisville Field Office which allowed me to gain an excellent working knowledge of all HUD Program areas at the Field, Regional and Headquarters level. 73 Sandra Frye, Frye Environmental LLC Contact Information Sandra “Sandy” Frye 5 Bolen Hall Hilton Head, SC Telephone: 404-313-7139 Email: Sandra@frye-environmental.com Website: www.frye-environmental.com References Danielle Schopp, Director, Office of Environment and Energy, U.S. Department of HUD Telephone: 202-402-4442 Email: Danielle.L.Schopp@hud.gov Gary Causey, former Community Planning and Development Director, HUD Jacksonville Office Telephone: 904-616-0897 Email: gcausey913@bellsouth.net Linda Poythress, former HUD Regional Environmental Officer, Atlanta Regional Office Telephone: 770-205-7651 74 General Contractor Information 75 THE KENNEDY ORGANIZATION CELEBRATES 150 YEARS OF CONTINUOUS OPERATION AS A FAMILY-OWNED CONSTRUCTION BUSINESS The Kennedy organization is proudly celebrating 150 years of continuous operation as a family-owned construction business. Built on a legacy of family tradition spanning five generations, the Kennedy organization was founded in 1870 by Irish immigrant Roger Kennedy and experience has passed down from generation to generation. “Over the years,” Kennedy stated, “an unwavering commitment to delivering fine quality construction while adhering to conservative business practices has served the business well.” Originally ranked in Engineering News-Record magazine’s “Top 400 U.S. Contractors” in 1994, the Kennedy organization and Roger B. Kennedy Construction have continued the successful track record that Plattsburgh, NY-based Roger P. Kennedy General Contractor, Inc. initiated in the Florida market in 1972. Led by Roger B. Kennedy, Jr., President, since 1999, Roger B. Kennedy Construction is prominently ranked among Central Florida’s largest construction companies and largest family-owned businesses. The Altamonte Springs, Fla.-based general contractor and construction manager is also currently ranked 27th largest among Orlando Business Journal’s “Golden 100” Top Privately Held Companies. Award-winning Roger B. Kennedy Construction is comprised of industry professionals with all of the resources needed for economical, on-time completion of a wide variety of projects. Specializing in multi-family, hospitality, retail/commercial and medical projects, the company has constructed countless apartment communities, senior living, student housing, hotels and resorts, office buildings, medical buildings, and more. Notably, the company recently surpassed a major milestone having constructed over $300 million of projects at Westgate Resort in Kissimmee and Westgate Lakes Resort in Orlando for Central Florida Investments/Westgate Resorts, Ltd., the region’s largest privately-held company. The Kennedy organization’s deeply-rooted traditions and values can be traced back to Middletown, Connecticut, where namesake and founder Roger Kennedy first performed bridge and dock building contracts from New Haven to New London beginning in 1870. His son, Roger B. Kennedy, worked in the family business before settling in Utica, NY, where he built highways and roads throughout upstate New York. Roger B. Kennedy’s son, Roger P. Kennedy, joined his father’s road business before relocating to Plattsburgh, NY, in 1931, where he later founded Roger P. Kennedy General Contractor, Inc. in 1946. In following decades, the company became a major force in the public and private sectors, building Plattsburgh Air Force Base as well as major facilities for General Motors Corp. and Dow Jones & Company, among others. Roger P. Kennedy’s son, Roger B. Kennedy, Sr., P.E., earned an engineering degree from Norwich University before joining the company in 1961, and is credited with modernizing the business into one of the nation’s leading general contractors and construction managers. The company constructed such outstanding projects as the U.S. Olympic Housing for the 1980 Olympics at Lake Placid, NY, among others. Roger B. Kennedy, Jr., President of Roger B. Kennedy Construction, is a graduate of Colgate University with a degree in economics and worked several years with Boston Development Associates before relocating to Kennedy’s Orlando area office. The headquarters of Roger B. Kennedy Construction is located at 1105 Kensington Park Drive, Altamonte Springs, FL 32714, telephone (407) 478-4500. For more information, visit www.rbkennedy.com. 76 Resume Roger B. Kennedy, Jr. President GENERAL BACKGROUND AND QUALIFICATIONS ➢ 35 years of Florida and Atlantic Seaboard General Contracting and Construction Management experience as Principal, President, Senior Project Executive, Superintendent and Estimator ➢ Degree, B.A. in Economics, Colgate University, 1986 ➢ Florida State Certified General Contractor #CGC055142 & #CGC1523379 ➢ South Carolina Unlimited Building Contractor #G108788 ➢ North Carolina Unlimited Building Contractor #69581 ➢ Board of Directors – Associated General Contractors of America – Past Treasurer, Central Florida Chapter ➢ Board of Directors – Special Olympics Florida ➢ 5th generation – construction career SPECIFIC WORK EXPERIENCE ➢ Responsible for all operations; including executive management, estimating, negotiating subcontracts, contract negotiations, quality control, safety and overall project management. ➢ Responsible for all field work and supervision on new retail facilities and renovations, including layout, inspections, scheduling, purchasing, negotiating subcontracts and quality control for Boston Development Associates, 1986-1990 REPRESENTATIVE PROJECTS Westgate Town Center (multiple projects), Kissimmee, FL............................................... $185.0 million Westgate Lakes (multiple projects), Orlando, FL ................................................................. $60.0 million North, Central and South Military Family Housing, Patrick Air Force Base, FL .................. $50.2 million Regal Oaks Resort Townhomes, Phases I-VI, Kissimmee, FL ............................................ $29.6 million Silver Lake Time-Share Resort (multiple projects), Kissimmee, FL .................................... $26.0 million Casa Mirella Apartments, Phase I & II, Ocoee, FL ............................................................... $24.5 million The Exchange at Savannah Park, Sanford, FL ..................................................................... $12.1 million Westgate Vacation Villas – Phase 25, Kissimmee, FL ......................................................... $10.0 million Marcis Pointe Senior Living Apartments, Jacksonville, FL ................................................... $9.6 million L.A. Fitness-Tampa South, Tampa, FL ................................................................................... $9.6 million Banyan Grove Residences, Key West, FL .............................................................................. $9.5 million Westgate Towers North, Kissimmee, FL ................................................................................. $9.0 million Savion Park Apartments, Gainesville, FL ............................................................................... $8.5 million Regal Oaks Resort Clubhouse & Pool, Kissimmee, FL ......................................................... $7.0 million Arsenal Street Plaza, Watertown, NY ...................................................................................... $5.5 million Hilton Garden Inn – Airport, Orlando, FL ................................................................................ $5.3 million The Fountains (multiple projects), Orlando, FL ..................................................................... $4.7 million L.A. Fitness-Windermere, Windermere, FL ............................................................................. $4.7 million Hilton Garden Inn, Lake Mary, FL ........................................................................................... $4.2 million National Training Center Sports Medicine Institute, Clermont, FL ....................................... $2.5 million The Country Club at Heathrow, Renovation/Addition, Lake Mary, FL .................................. $2.0 million Special Olympics Florida Headquarters, Clermont, FL ......................................................... $2.0 million Staples Superstore, Paramus, NJ ........................................................................................... $1.7 million 77 Resume Richard C. Carbone Vice President GENERAL BACKGROUND AND QUALIFICATIONS ➢ 31 years’ experience (23 with Kennedy organization) in multi-family and general construction as Senior Project Manager, Project Manager, Quality Control Director, Superintendent, Assistant Superintendent and Field Engineer. ➢ Degree, Bachelor of Science, Building Construction, University of Florida, 1990 ➢ Green Advantage® Environmental Certification ➢ LEED® Accredited Professional ➢ Florida State Certified General Contractor #CGC1517235 SPECIFIC WORK EXPERIENCE ➢ Responsible for all aspects of Project Management operations, including design, construction and Owner acceptance. ➢ Responsible for layout and sitework on various projects. Worked as Field Engineer, Assistant Superintendent, Site Superintendent and Quality Control Director. Responsible for ensuring adherence to specifications, testing, requirements, etc. as required by U.S. Government for Hunt Building Corporation. REPRESENTATIVE PROJECTS Summerfield Naval & Air Force Housing, Landover, MD.......................................... $ 100 million Hawaii Naval Housing, Honolulu, HI .......................................................................... $ 40 million Murano at Grande Lakes Apartments, Orlando, FL .................................................. $ 22 million Casa Mirella Apartments, Ocoee, FL ......................................................................... $18.3 million The Pines of Punta Gorda Apartments, Punta Gorda, FL ......................................... $ 16 million Metro Place Apartments, Phase 1, Orlando, FL ........................................................ $ 14 million Seminole Commons Apartments, Sanford, FL .......................................................... $13.6 million Westgate Lakes Building #80, Orlando, FL ............................................................... $ 13 million Westgate Lakes Building #90, Orlando, FL ............................................................... $ 13 million The Flats at Easley Mill, Athens, GA .......................................................................... $13.5 million Town Center Building #5800, Kissimmee, FL ............................................................ $ 12 million Town Center Building #6000, Kissimmee, FL ............................................................ $ 12 million West Gate Lakes Building #100, Orlando, FL ............................................................ $ 12 million Spring Harbor Apartments, Mt. Dora, FL ................................................................... $ 12 million Metro Place Apartments, Phase 2, Melbourne, FL..................................................... $ 11 million Hickory Pointe Apartments, Melbourne, FL .............................................................. $ 11 million Laguna Shores Naval Air Station Military Housing, Corpus Christi, TX ................... $ 10 million Marcis Pointe Senior Living Apartments, Jacksonville, FL ....................................... $ 9.6 million Banyan Grove Residences, Key West, FL ................................................................. $ 9.5 million Osprey Pointe Apartments, Clermont, FL .................................................................. $ 9 million Centre Court Apartments, Bradenton, FL .................................................................. $ 9 million Savion Park Apartments, Gainesville, FL .................................................................. $ 8.5 million Irongate Apartments, Bradenton, FL .......................................................................... $ 8 million Westgate Building #5500 & Sitework, Kissimmee, FL .............................................. $ 7 million Silver Lake Resort, Bldg. 1000, Kissimmee, FL ......................................................... $ 5 million Regal Oaks Resort Townhomes, Kissimmee, FL ...................................................... $ 4.7 million Heathrow Country Estates, Sorrento, FL ................................................................... $ 3 million 78 Resume Ron Whalen Vice President GENERAL BACKGROUND AND QUALIFICATIONS ➢ 31 years’ experience (7 with the Kennedy organization) in commercial, institutional, healthcare and industrial construction ➢ Degree, Bachelor of Science, Building Construction, University of Florida, 1990 ➢ Florida State Certified General Contractor #CGC1520970 ➢ LEED® Accredited Professional ➢ Graduate, Leadership Seminole Class 25, 2016 SPECIFIC WORK EXPERIENCE ➢ Responsible for all aspects of Project Management operations, including Shop Drawing Review oversight; RFI Control / oversight; preparation, processing and negotiation of change orders; coordination with field forces; cost control; scheduling; contract compliance; quality control and safety. ➢ Ron has managed and led preconstruction efforts on diverse project types ranging from Student Housing at Valdosta State University to the Drug Enforcement Agency in Miami, to the Westin Ft. Lauderdale Resort & Spa. ➢ Memberships and Associations: Seminole County Public School Foundation Superintendent’s Circle; Space Coast Economic Development Council; ABC Central Florida Chapter; Society for Marketing Professional Services – Central Florida Chapter; USGBC Central Florida Chapter; Project Management Institute (PMI); DBIA – Florida Region; Florida Healthcare Engineering Association; Central Florida Development Council REPRESENTATIVE PROJECTS Westvaco Corporation, Charleston, SC....................................................................... $80.0 million Westin Ft. Lauderdale Resort & Spa, Ft. Lauderdale, FL ........................................... $45.0 million University of Florida Research & Academic Center, Orlando, FL ............................. $44.0 million Sheraton Ft. Lauderdale Beach Renovation, Ft. Lauderdale, FL ............................... $44.0 million Valdosta State University Hopper/Georgia/Reade Halls, Valdosta, GA .................... $37.0 million Embassy Suites – Centennial Park, Atlanta, GA ........................................................ $34.0 million Georgia Pacific Corporation Alkaline Conversion, Port Hudson, LA ........................ $30.0 million Drug Enforcement Agency Regional Laboratory, Miami, FL ..................................... $27.0 million Adventist Health System Retrofits, Multiple sites in Southeastern U.S. ..................... $24.0 million The Lodge & Spa at Callaway Gardens, Pine Mountain, GA ...................................... $22.0 million Southern Polytechnic State University Student Housing, Marietta, GA ................... $20.1 million Gwinnet Environmental & Heritage Center, Buford, GA ............................................ $16.4 million West Gwinnet Park & Aquatic Center, Norcross, GA ................................................. $16.3 million Ellis on Peachtree, Atlanta, GA .................................................................................... $15.6 million Kenwood Place Apartments, Tallahassee, FL ............................................................ $13.1 million Georgia State University Freshman Hall, Atlanta, GA ................................................ $12.0 million Lofts at the Park, Atlanta, GA ...................................................................................... $11.1 million Oglethorpe University Residence Hall Phase II, Atlanta, GA ..................................... $10.0 million 123 Luckie Street Lofts, Atlanta, GA .............................................................................$9.9 million Haley Park Senior Housing, Tampa, FL ........................................................................$9.0 million Tapestry Senior Living Apartments, Tallahassee, FL ..................................................$8.1 million Quest Village, Orlando, FL .............................................................................................$7.4 million 79 Resume Steve Elliott General Superintendent GENERAL BACKGROUND AND QUALIFICATIONS ➢ 37 years construction experience (28 with Kennedy organization) as Senior Project Superintendent and Project Superintendent, including 12 years as masonry contractor for multi-family projects throughout Florida ➢ Attended Florida Southern College with a major in Business, 1984 SPECIFIC WORK EXPERIENCE ➢ Responsible for field supervision of over 5,000 multi-family and timeshare resort units ➢ Responsible for subcontractor coordination and supervision, field management including budgets, scheduling, sequencing, quality control, providing technical expertise and monitoring daily activities, and plan review and personnel REPRESENTATIVE PROJECTS Drake Midtown Apartments, Lake Mary, FL ............................................. $37 million Zen Luxury Living Apartments, Orlando, FL ............................................ $31 million North and South Family Housing, Patrick Air Force Base, FL ................. $30 million Weston Park Apartments, Longwood, FL ................................................. $19 million Pointe Vista Apartments, Phase I & II, Orlando, FL ................................. $18 million The Reserve at Woodbury Apartments, Orlando, FL ............................. $18 million Sand Lake Pointe Apartments, Orlando, FL ............................................ $17 million Avalon Reserve Apartments, Orlando, FL ............................................... $15 million West Pointe Villas, Winter Garden, FL ..................................................... $14 million Bermuda Dunes Apartments, Orlando, FL .............................................. $14 million World Quest Resort – Phase One, Orlando, FL ...................................... $14 million The Flats at Easley Mill, Athens, GA ...................................................... $13.5 million College Suites, Orlando, FL ...................................................................... $13 million Hidden Creek Apartments, Orlando, FL .................................................. $13 million Sand Lake Apartments, Orlando, FL ....................................................... $13 million The Exchange at Savannah Park, Sanford, FL ........................................... $12.1 million Waterford at Cypress Lakes Apartments, Ph II & III, Tampa, FL ............ $12 million Providence Reserve Apartments, Phase I, Lakeland, FL ........................ $11 million Castle Woods Apartments, Casselberry, FL ........................................... $11 million Westgate Vacation Villas, Phase 25, Kissimmee, FL .............................. $10 million Wedgewood Apartments, Daytona Beach, FL ......................................... $10 million Marcis Pointe Senior Living Apartments, Jacksonville, FL .................... $9.6 million Centre Court Apartments, Bradenton, FL ................................................ $ 9 million Cypress Club Apartments, Orlando, FL .................................................. $ 9 million The Cove at St. Lucie, Port St. Lucie, FL .................................................. $ 7 million Homewood Suites, Gainesville, FL ........................................................... $ 7 million Towne Center Apartments, Sanford, FL ................................................... $ 6 million Springbrook Commons Apartments, West Palm Beach, FL ................... $ 6 million Springhill Suites, Ft. Myers, FL ................................................................. $ 6 million Hilton Garden Inn-Airport, Orlando, FL ................................................... $ 5 million The Enclave at Oxford Place, Orlando, FL ............................................... $ 5 million Silver Lake Timeshare Resort, Bldg. 1800, Kissimmee, FL ..................... $ 3 million 80 March 30, 2021 Mr. Brett Green Archway Partners 475 Brickell Avenue, St. 2215 Miami FL 33131 RE: Seminole Square, Largo FL Dear Brett, I am the bonding agent for Roger B. Kennedy Construction I have handled bonding for the Kennedy family as both a company underwriter and agent for over 25 years. They have been bonded continuously through Western Surety Company (part of the CNA Group) for 40+ years. Western Surety has a Best’s Key rating of A, XIII and a Treasury listing of $156,025,000. Although maximum limits have not been established, we should be able to provide bonding on single projects in the $100,000,000 range, with an aggregate work program in the area of $200,000,000, subject to normal underwriting requirements at the time any request is made. This letter is not an assumption of liability, nor is it a bid bond or performance bond. It is issued only as a bonding reference from us as requested by our client. Any arrangement for surety credit is a matter between RBK3, LLC dba Roger B. Kennedy Construction and the surety. If you have further questions or require additional information, please call me at (407) 843-1120. Best regards, Johnson and Company Brett A. Ragland Vice President 81 ROGER B. KENNEDY CONSTRUCTION TAX CREDIT PROJECTS PROJECT NAME CONTRACT AMOUNT COMPLETION DATE NORTON COMMONS $10,069,332.00 Anticipated Completion Sanford, FL (Construction of One 3-Story Apartment Building Tax Credit March, 2021 (68 units), 1 Pavilion and Related Site Work and Amenities.for Norton Commons, Ltd.Architect: Slocum Platts Architects, P.A. Maitland, FL HARTLAND STATION APARTMENTS $17,953,519.00 Anticipated CompletionAtlanta, GA (Construction of 1 - (3) Story, Wood-Frame Apt.Tax Credit October, 2021 Building (131 units) with an integral clubhouse [176,478 gsf] and associated amenities/development of a 6.09 acre site) for Hartland Station LP (Wendover Housing)Architect: Slocum Platts Architects, P.A. Maitland, FL MONROE LANDINGS APARTMENTS $10,600,000.00 Anticipated CompletionSanford, FL (Construction of a 60 Unit CMU Apartment Tax Credit January, 2022Project; Clubhouse and Site Work & Related Amenities)Davis-Bacon Wages for Winchester Place, Ltd. (Wendover Housing) Architect: Slocum Platts Architects, P.A. Maitland, FL PROVIDENCE RESERVE SENIORS $15,169,473.00 December, 2020 Lakeland, FL (Construction of (3) 2-Story Wood-Frame Tax Credit Senior Housing Units [139 units], Clubhouse and Associated Amenities/Development of a 14.78 Acre Site) for BDG Providence Reserve Seniors, LP Architect: Forum Architecture & Design, Inc. Altamonte Springs, FL WARLEY PARK APARTMENTS $11,033,778.00 March, 2020Sanford, FL (Construction of (2) residential, 3-story Tax Credit apartment buildings, consisting of (1) 44 unit bldg. & (1) 37 unit bldg; 1 single-story community bldg; a splash pad; (2) gazebos; (2) mail kiosks; a covered school bus area andrelated site work & amenities)for Warley Park, Ltd. Architect: Slocum Platts Architects, P.A. Maitland, FL 2/1/2021 Page 1 of 6 82 ROGER B. KENNEDY CONSTRUCTION TAX CREDIT PROJECTS PROJECT NAME CONTRACT AMOUNT COMPLETION DATE BANYAN COVE APARTMENTS $10,983,843 August, 2019 Deland, FL (Construction of (2) 4-Story Senior Living Tax CreditApartments (100 units), 108,510 SF with Related SiteWork) for BDG Banyan Cove, LP Architect: Forum Architecture and Design, Inc. Altamonte Springs, FL QUEST VILLAGE $7,451,614.00 November, 2017 Orlando, FL (Construction of a 1-Story, 48 Unit Tax Credit Independent Living Apartment-Style Community for Adults with Developmental Disabilities with RelatedSitework and Amenities)for Quest Village, Ltd. Architect: PQH Group Jacksonville FL GRANITE CROSSING APARTMENTS $11,453,111.00 November, 2017Lithonia, GA (Construction of a 3-story, 75 unit Tax Credit Wood-Framed Apartment Project with Related Sitework and Amenities) for Bainbridge Limited, LPArchitect: Slocum Platts Architects, PA Maitland FL WELLINGTON PARK APARTMENTS $14,449,830.00 November, 2017 Apopka, FL (Construction of (5) CMU Apartment Tax CreditBuildings [120 units], Clubhouse, Sitework and RelatedAmenities) for Wellington Park Apartments, Ltd. Architect: Slocum Platts Architects Maitland, FL BRIXTON LANDING APARTMENTS $9,780,352.00 March, 2017 Apopka, FL (Construction of One (1), 3-Story Wood-Framed Tax Credit Apartment Building (80 units) with Related Site Workand Amenities)for Brixton Landing, Ltd. Architect: Slocum Platts Architects, PA Maitland, FL HALEY PARK $9,012,982.00 April, 2016 Tampa, FL (Construction of a 3-Story, 80-Unit Wood Framed Tax CreditSenior Housing Apartment with Related Sitework & Amenities,Davis-Bacon Cert. Payroll including a Swimming Pool, Outdoor Gathering Spaces with Benches, Gazebo, Dog Park, etc.) for NVC Haley Park, Ltd. Architect: BDG Architects, LLP Tampa, FL 2/1/2021 Page 2 of 6 83 ROGER B. KENNEDY CONSTRUCTION TAX CREDIT PROJECTS PROJECT NAME CONTRACT AMOUNT COMPLETION DATE HERITAGE VILLAGE COMMONS $11,155,406.00 January, 2016 Longwood, FL (Construction of 123 Unit Senior Housing Tax CreditApartments with sitework and related amenities)for Heritage Village at Longwood, Ltd. Architect: Aci Winter Park, FL BANYAN GROVE RESIDENCES $9,455,803.00 September, 2013Key West, FL (47 Pre-Fabricated Units and Tax Credit Related Amenities) for Banyan Grove Residences, Ltd. Architect: Thomas E. Pope, PE Architect Key West, FL MARCIS POINTE SENIOR LIVING APARTMENTS $9,600,000.00 September, 2011 Jacksonville, FL (3-Story, 120 Unit Wood Frame Senior Apartments with Related Site Work & All Related Amenities) Tax Credit for NVC-103rd Street, Ltd. Architect: PQH Group Jacksonville, FL CHARLESTON CAY APARTMENTS $10,000,000.00 August, 2007 Port Charlotte, FL (128 Units and Sitework)Tax Credit for Charleston Cay, Ltd. Architect: Slocum Platts Architects Winter Park, FL WHISPERING OAKS APARTMENTS $6,349,962.00 March, 2005 Starke, FL (120 Units - 3 Stories)Tax Credit For Whispering Oaks Housing Partners II, Ltd.Architect: Slocum Platts Arch. Design Studio Winter Park, FL OAK GLEN APARTMENTS $4,000,000.00 May, 2002 Orlando, FL (88 Units)Tax Creditfor Oak Glen Housing Partners, Ltd. Architect: Slocum Platts Arch. Design Studio Winter Park, FL THE PINES OF PUNTA GORDA $16,000,000.00 March, 2002Punta Gorda, FL (336 Units)Tax Credit for Punta Gorda Pines, Ltd.Davis-Bacon Cert. Payroll Architect: Fugleberg Koch Architects Winter Park, FL SAND LAKE POINTE APARTMENTS $17,000,000.00 November, 2001 Orlando, FL (312 Units)Tax Credit for Sand Lake Pointe Apartments, Ltd.Architect: Jacobs & Associates, Inc. Orlando, FL 2/1/2021 Page 3 of 6 84 ROGER B. KENNEDY CONSTRUCTION TAX CREDIT PROJECTS PROJECT NAME CONTRACT AMOUNT COMPLETION DATE RIVER TRACE SENIOR APARTMENTS $8,000,000.00 October, 2001 Bradenton, FL (178 Units)Tax Creditfor River Oaks Housing Partners, Ltd. Architect: Forum Archit. & Interior Design, Inc. Altamonte Springs, FL OSPREY RIDGE APARTMENTS $9,000,000.00 May, 2001Clermont, FL (176 Units)Tax Credit for Osprey Ridge Apartments, Ltd. Architect: Jacobs & Associates, Inc. Orlando, FL WATERFORD POINTE APARTMENTS $12,000,000.00 April, 2001 Orlando, FL (240 Units)HUD for Waterford Pointe Apartments, Ltd.Davis-Bacon Cert. Payroll Architect: Jacobs & Associates, Inc. Orlando, FL CENTRE COURT APARTMENTS $9,000,000.00 February, 2001 Bradenton, FL (180 Units)Tax Credit for Centre Court On 53rd, Ltd.Architect: Fugleberg Koch Architects Winter Park, FL MADISON COMMONS APARTMENTS $8,000,000.00 January, 2001 Clay County, FL (160 Units)Tax Credit for Madison Commons, Ltd. Architect: Slocum Platts Arch. Design Studio Winter Park, FL SPRING HARBOR APARTMENTS $12,000,000.00 May, 2000 Mt. Dora, FL (248 Units)Tax Creditfor Spring Harbor, Ltd.Architect: Slocum Platts Arch. Design Studio Winter Park, FL REHABILITATE PARK AVENUE VILLAS $3,000,000.00 March, 2000Winter Garden, FL (120 Units)Tax Creditfor Park Avenue Villas, Ltd. Architect: Jacobs & Associates, Inc. Orlando, FL REHABILITATE DUNWOODIE PLACE APARTMENTS $3,000,000.00 November, 1999Orlando, FL (172 Units)Tax Credit for Dunwoodie of Orlando, Ltd. Architect: Slocum Platts Arch. Design Studio Winter Park, FL 2/1/2021 Page 4 of 6 85 ROGER B. KENNEDY CONSTRUCTION TAX CREDIT PROJECTS PROJECT NAME CONTRACT AMOUNT COMPLETION DATE PROVIDENCE RESERVE APARTMENTS – PHASE “A”$11,000,000.00 October, 1999 Lakeland, FL (220 Units)Tax Creditfor Lake Providence, Ltd. Architect: Jacobs & Associates Orlando, FL MAGNOLIA POINTE APARTMENTS $9,000,000.00 October, 1999Orlando, FL (168 Units)Tax Credit for Magnolia Pointe, Ltd. Architect: Jacobs & Associates Orlando, FL THE COVE AT ST. LUCIE $7,000,000.00 April, 1999 St. Lucie, FL (144 Units)Tax Credit for Affordable/St. Lucie, Ltd.Architect: Fugleberg Koch Architects Winter Park, FL LAKE POINTE APARTMENTS $9,000,000.00 September, 1998 Tampa, FL (182 Units)Tax Creditfor Lake Pointe Apartments, Ltd. Architect: Fugleberg Koch Architects Winter Park, FL ROTONDA WEST APARTMENTS $8,000,000.00 September, 1998 Rotonda, FL (176 Units)Tax Credit for Rotonda West, Ltd. Architect: Fugleberg Koch Architects Winter Park, FL PALMETTO TRACE APARTMENTS $9,000,000.00 August, 1998 Palmetto, FL (196 Units)Tax Credit for Palmetto Dunes, Ltd.Architect: Fugleberg Koch Architects Winter Park, FL GLEN OAKS APARTMENTS $12,000,000.00 July, 1998 Tallahassee, FL (256 Units)Davis-Bacon Cert. Payrollfor Affordable-Glen Oaks, Ltd.Architect: Fugleberg Koch Architects Winter Park, FL REGAL POINTE APARTMENTS $11,000,000.00 April, 1998 Lake Mary, FL (284 Units)Tax Creditfor CED Construction Partners, Ltd.Architect: Fugleberg Koch Architects Winter Park, FL 2/1/2021 Page 5 of 6 86 ROGER B. KENNEDY CONSTRUCTION TAX CREDIT PROJECTS PROJECT NAME CONTRACT AMOUNT COMPLETION DATE CYPRESS CLUB APARTMENTS $9,000,000.00 February, 1998 Orlando, FL (228 Units)Tax Credit for C.E.D. Construction Partners, Ltd.Architect: Fugleberg Koch Architects Winter Park, FL VISTA DEL LAGO APARTMENTS $2,000,000.00 April, 1997 West Palm Beach, FL (58 Units)Tax Creditfor Vista del Lago, Limited Partnership Architect: REG Architects, Interiors, Planners West Palm Beach, FL ST. LUCIE CLUB APARTMENTS $7,000,000.00 June, 1995Stuart, FL (200 Units)Tax Credit for CED Construction, Inc.Architect: Fugleberg Koch Architects Winter Park, FL HAMPTON GREENS APARTMENTS $8,000,000.00 December, 1994 Melbourne, FL (216 Units)Tax Credit for CED Construction, Inc.Architect: Fugleberg Koch Architects Winter Park, FL WATAUGA WOODS APARTMENTS $7,000,000.00 October, 1993 Orlando, FL (216 Units)Tax Credit for CED Construction, Inc.Architect: Fugleberg Koch Architects Winter Park, FL CASTLE WOODS APARTMENTS $11,000,000.00 May, 1993 Casselberry, FL (304 Units)Tax Creditfor CED Construction, Inc. Architect: Fugleberg Koch Architects Winter Park, FL 2/1/2021 Page 6 of 6 87 PROJECTS COMPLETED (KENNEDY ORGANIZATION) PROJECT NAME CONTRACT AMOUNT COMPLETION DATE PROVIDENCE RESERVE SENIORS $15,169,473.00 December, 2020 Lakeland, FL (Construction of (3) 2-Story Wood-Frame Tax Credit Senior Housing Units [139 units], Clubhouse and Associated Amenities/Development of a 14.78 Acre Site) for BDG Providence Reserve Seniors, LP Architect: Forum Architecture & Design, Inc. Altamonte Springs, FL INTEGRA DUNES APARTMENTS $32,101,498.00 December, 2020 Deland, FL (Construction of 13 Wood-Frame Apartment Buildings [274 units], Clubhouse, parking garages, amenity buildings and related site work, including landscape, irrigation and hardscape) for Integra Dunes, LLC Architect: Charlan Brock Associates Maitland, FL AQUA APARTMENTS $35,600,075.00 March, 2020 Palm Bay, FL (Construction of Four (4) 4-story Apartment Buildings (320 units), 466,441 SF, a single-story Clubhouse, (10) Detached Garages and Related Amenities. for Palm City Investments F.H. LLC Architect: Slocum Platts Architects, P.A. Maitland, FL WARLEY PARK APARTMENTS $11,033,778.00 March, 2020 Sanford, FL (Construction of (2) residential, 3-story Tax Credit apartment buildings, consisting of (1) 44 unit bldg. & (1) 37 unit bldg; 1 single-story community bldg; a splash pad; (2) gazebos; (2) mail kiosks; a covered school bus area and related site work & amenities) for Warley Park, Ltd. Architect: Slocum Platts Architects, P.A. Maitland, FL FUNIE STEED ROAD IMPROVEMENTS $1,865,612.00 March, 2020 Kissimmee, FL (Demolition, Concrete Work, Site Work, Underground Utilities and Irrigation/Landscaping) for Westgate Resorts, Ltd. Architect: Vanasse Hangen Brustlin, Inc. Orlando, FL Page 1 of 40 88 PROJECTS COMPLETED (KENNEDY ORGANIZATION) PROJECT NAME CONTRACT AMOUNT COMPLETION DATE WESTGATE BUILDING #6300 & SITE WORK $23,565,113.00 February, 2020 Kissimmee, FL (Construction of an 8-story timeshare building [80 units] with related site work) for Westgate Resorts, Ltd. Architect: General Design Architecture Branson, MO WESTGATE LAKES SALES CENTER REHAB $933,191.00 February, 2020 Orlando, FL (Interior Renovations to the existing second and third levels of the Westgate Lakes Sales Center) for Westgate Resorts, Ltd. Architect: Alma Smailbegovic, Westgate Resorts Orlando, FL WESTGATE PLAZA 1ST LEVEL INTERIOR ALTERATIONS $3,279,594.00 January, 2020 Kissimmee, FL (Interior Alteration Construction of the First Floor of the Existing Plaza Waterpark Building including the Fresco Chop House, Kitchen, New Electrical Room, and Exterior Patio Seating Area)for Westgate Resorts, Ltd. Architect: Alma Smailbegovic Orlando, FL ECCO ON ORANGE $41,450,359.00 November, 2019 Orlando, FL (Construction of 1 seven-story precast parking garage with a garage roof-level clubhouse, fitness room, amenities & pool; 1 five-story wood frame building; 1 four and five-story wood frame bldg. with leasing office & lobby; 1 three and four-story wood frame building and associated amenities/development of a 3.7 acre site with 300 total apartment units) for Ecco on Orange, LLC Architect: 5G Studio Collaborative, LLC Miami, FL HARBORCHASE AT CAPITAL CITY $21,305,694.00 September, 2019 Tallahassee, FL (Construction of a 3-story, 118 unit, 148,189 SF Assisted Living Facility with Related Site Work and Amenities) for VC Tallahassee Senior Housing, Ltd. Architect: Group 4 Design, Inc. Page 2 of 40 89 PROJECTS COMPLETED (KENNEDY ORGANIZATION) PROJECT NAME CONTRACT AMOUNT COMPLETION DATE BANYAN COVE APARTMENTS $10,983,843 August, 2019 Deland, FL (Construction of (2) 4-Story Senior Living Tax Credit Apartments (100 units), 108,510 SF with Related Site Work) for BDG Banyan Cove, LP Architect: Forum Architecture and Design, Inc. Altamonte Springs, FL GRIFFIN FARMS AT MIDTOWN PHASE II RETAIL $8,851,569.00 July, 2019 BUILDINGS AND SITE WORK Lake Mary, FL (Construction of Five (5) Retail Shell Building and Site Work) for Griffin Farm at Midtown II, LLC Architect: Zyscovich, Inc. Winter Park, FL VENETIAN ISLE AMENITIES $1,483,077.00 June, 2019 Orlando, FL (Construction of one 3,989 SF Clubhouse Building, Site Work and All Related Amenities) for Venetian Isle, LLC Architect: Slocum Platts Architects, P.A. Maitland, FL THE LOFTS AT SOUTH LAKE $16,200,007.00 June, 2019 Clermont, FL (Construction of one (1) 5-Story, 144 Unit Wood-Frame Apartment Building with Related Site Work and Amenities) for Inland Atlantic Clermont Southlake, LLC Architect: ORA Architects Raleigh, NC TRACT 5 CLUBHOUSE - THE RESERVE AT ALAFAYA $2,230,729.00 May, 2019 Orlando, FL (Construction of One (1) Clubhouse [9,715 SF) and Amenities) for Alafaya SF Properties, LLC Architect: Forum Architecture & Design, Inc. Altamonte Springs, FL TRACT 8B APARTMENTS & CLUBHOUSE - THE $24,967,453.00 March, 2019 RESERVE AT ALAFAYA Orlando, FL (Construction of 18 Wood-Frame Apartment Buildings [275] Units with Related Site Work and Amenities) for Alafaya TH Tract 9, LLC Architect: Forum Architecture & Design, Inc. Altamonte Springs, FL Page 3 of 40 90 PROJECTS COMPLETED (KENNEDY ORGANIZATION) PROJECT NAME CONTRACT AMOUNT COMPLETION DATE DRAKE MIDTOWN APARTMENTS $37,016,608.00 July, 2018 Lake Mary, FL (Construction of (2) 5-Story Wood-Frame Apartment Buildings (263 units) and (2) Clubhouses with Related Site Work and Amenities) for Drake Midtown, LLC Architect: Slocum-Platts Architects, PA Maitland, FL TAPESTRY SENIOR LIVING OF TALLAHASSEE-WALDEN $8,147,309.00 May, 2018 Tallahassee, FL (Construction of two (2), 3-story wood frame additions to an existing structure, along with renovations for a new eighty-seven (87) unit Assisted Living Facility with associated site development and amenities) for Tapestry Tallahassee Walden, LLC Architect: Distyle Design, PC GRIFFIN FARM AT MIDTOWN RETAIL BLDGS. A & B $3,586,046.00 March, 2018 Lake Mary, FL (Construction of 2 single-story Retail Buildings, consisting of slab-on-grade, load bearing CMU, structural steel, membrane roof, site work and related amenities) for Griffin Farm at Midtown, LLC Architect: Slocum Platts Architects, P.A. THE ALEXANDER AT SABAL POINT APARTMENTS $29,478,746.00 March, 2018 Longwood, FL (Construction of a 3-story, 286 unit Wood-Framed Apartment Project with Related Sitework and Amenities) for Sabal-Alexander Investments, LLC Architect: Charlan Brock & Associates, Inc. Maitland, FL WESTGATE I-DRIVE WELCOME CENTER INTERIOR $68,830.00 April, 2018 ALTERATIONS Orlando, FL (Interior Alterations of a 700SF white box) for Westgare Resorts, Ltd. Architect: Alma Smailbegovic Page 4 of 40 91 PROJECTS COMPLETED (KENNEDY ORGANIZATION) PROJECT NAME CONTRACT AMOUNT COMPLETION DATE QUEST VILLAGE $7,451,614.00 November, 2017 Orlando, FL (Construction of a 1-Story, 48 Unit Tax Credit Independent Living Apartment-Style Community for Adults with Developmental Disabilities with Related Sitework and Amenities) for Quest Village, Ltd. Architect: PQH Group Jacksonville FL GRANITE CROSSING APARTMENTS $11,453,111.00 November, 2017 Lithonia, GA (Construction of a 3-story, 75 unit Tax Credit Wood-Framed Apartment Project with Related Sitework and Amenities) for Bainbridge Limited, LP Architect: Slocum Platts Architects, PA Maitland FL WELLINGTON PARK APARTMENTS $14,449,830.00 November, 2017 Apopka, FL (Construction of (5) CMU Apartment Tax Credit Buildings [120 units], Clubhouse, Sitework and Related Amenities) for Wellington Park Apartments, Ltd. Architect: Slocum Platts Architects Maitland, FL VENETIAN ISLES APARTMENTS $35,685,878.00 November, 2017 Orlando, FL (Construction of 19 Wood-Frame Apartment Buildings (302 units) with a Clubhouse, Related Site Work and Amenities) for Venetian Isles at Horizon West, LLC Architect: Slocum Platts Architects, P.A. Maitland, FL VENETIAN ISLES TOWNHOMES $8,198,709.00 October, 2017 Orlando, FL (Construction of 9 Wood-Frame Townhome Buildings (44 units) with related Site Work and Amenities) for Venetian Isles at Horizon West, LLC Architect: Slocum Platts Architects, P.A. Maitland, FL SEMINOLE COMMONS APARTMENTS $13,610,385.00 August, 2017 Sanford, FL (Construction of a 4-story, 175 unit, wood frame Apartment Building with related Amenities) for Inland Atlantic Seminole Multifamily, LLC Architect: ORA Architects Raleigh, NC Page 5 of 40 92 PROJECTS COMPLETED (KENNEDY ORGANIZATION) PROJECT NAME CONTRACT AMOUNT COMPLETION DATE WESTGATE LAKES PARKING GARAGE 1st LEVEL $4,133,955.00 August, 2017 INTERIOR ALTERATIONS Orlando, FL (Interior alterations of the Parking Garage) for Westgate Resorts, Ltd. Architect: Alma Smailbegovic Orlando, FL WESTGATE LAKES BUILDING #70 $20,082,369.00 August, 2017 Orlando, FL (Construction of (1) 8-story Timeshare Building with 64 2-bedroom units and 16 3-bedroom units for 80 total units) for Westgate Lakes, Ltd. Architect: General Design Architecture Branson. MO BRIXTON LANDING APARTMENTS $9,780,352.00 March, 2017 Apopka, FL (Construction of One (1), 3-Story Wood-Framed Tax Credit Apartment Building (80 units) with Related Site Work and Amenities) for Brixton Landing, Ltd. Architect: Slocum Platts Architects, PA Maitland, FL KENWOOD PLACE APARTMENTS $13,109,410.00 February, 2017 Tallahassee, FL (Construction of a 3-Story, 112 unit Tax Credit Wood-Framed Apartment Building, with related Sitework and Amenities) for Kenwood Place, Ltd. Architect: Slocum Platts Architects, P.A. Maitland, FL ZEN LUXURY LIVING APARTMENTS $31,200,714.00 December, 2016 Orlando, FL (Construction of Eight [8] Wood-Framed Apartment Buildings, Consisting of [258] Units and [7] Garages, a Clubhouse, Sitework & Related Amenities) for Zen Luxury Living, LLC Architect: Slocum Platts Architects, PA Maitland, FL MURANO AT GRANDE LAKES APARTMENTS $22,290,495.00 August, 2016 Orlando, FL (Construction of a 4-Story, 240-Unit Wood Framed Apartment Building, with Related Sitework and Amenities) for JY-TV Associates, LLC Architect: Forum Architecture and Interior Design, Inc. Altamonte Springs, FL Page 6 of 40 93 PROJECTS COMPLETED (KENNEDY ORGANIZATION) PROJECT NAME CONTRACT AMOUNT COMPLETION DATE WESTGATE LAKES CITRUS BREEZE INTERIOR ALTERATIONS $114,018.00 August, 2016 Orlando, FL (Interior Alterations at Citrus Breeze Bar) for Westgate Resorts, Ltd. Architect: Alma Smailbegovic Orlando, FL REGAL OAKS RESORT PHASE VII $4,113,399.00 August, 2016 Kissimmee, FL (Construction of [7] Townhome Buildings (37 Units total) for CLC Regal Oaks, LLC Architect: Charlan, Brock & Associates, Inc. Maitland, FL HALEY PARK $9,012,982.00 April, 2016 Tampa, FL (Construction of a 3-Story, 80-Unit Wood Framed Senior Housing Apartment w/ Related Sitework & Amenities, including a Swimming Pool, Outdoor Gathering Spaces w/ Benches, Gazebo, Dog Park, etc.) Tax Credit for NVC Haley Park, Ltd. Architect: BDG Architects, LLP Tampa, FL WESTGATE LAKES PARKING GARAGE FIT-OUT $4,159,053.00 April, 2016 Orlando, FL (Interior Alterations of Parking Garage consisting of Convention Space and Kitchen Areas of the 7th Floor) for Westgate Lakes, LLC Architect: Alma Smailbegovic Orlando, FL WESTGATE LAKES GATE HOUSE $400,067.00 April, 2016 Orlando, FL (Construction of a Gate House) for Westgate Lakes, LLC Architect: General Design Architecture Branson, MO Page 7 of 40 94 PROJECTS COMPLETED (KENNEDY ORGANIZATION) PROJECT NAME CONTRACT AMOUNT COMPLETION DATE WESTON PARK AT LONGWOOD STATION $19,052,438.00 February, 2016 Longwood, FL (Construction of a 208 Unit Wood Framed Apartment Project, Clubhouse, Parking Garage with sitework and related amenities) for Weston Park, LP Architect: Aci Winter Park, FL HERITAGE VILLAGE COMMONS $11,155,406.00 January, 2016 Longwood, FL (Construction of 123 Unit Senior Housing Tax Credit Apartments with sitework and related amenities) for Heritage Village at Longwood, Ltd. Architect: Aci Winter Park, FL THE EXCHANGE AT SAVANNAH PARK $12,101,171.00 August, 2015 Sanford, FL (Construction of two [2] 3-story Wood-Frame Apartment Buildings [138 units] for Lake Mary MultiFamily, LLC Architect: Andrew Iatridis, AIA Raleigh, NC CASA MIRELLA APARTMENTS PHASE II $6,228,907.00 July, 2015Ocoee, FL (Construction of two 3-story, Wood Frame Apartment Buildings [60 units] with Related Sitework and Amenities) for Maguire Roberson, LLC Architect: Slocum Platts Architects, PA Winter Park, FL REGAL OAKS RESORT PHASES 5 & 6 $8,497,717.00 June, 2015 Kissimmee, FL (Construction of [12] Townhome Bldgs./ Total of [65] Units) for CLC Regal Oaks, LLC Architect: Charlan, Brock & Associates Maitland, FL WESTGATE TOWN CENTER PLAZA $9,263,900.00 June, 2015 Kissimmee, FL (Construction of a 1-Story Ancillary Building with Related Sitework & Amenities) for Westgate Vacation Villas, LLC Architect: General Design Architecture Branson, MO Page 8 of 40 95 PROJECTS COMPLETED (KENNEDY ORGANIZATION) PROJECT NAME CONTRACT AMOUNT COMPLETION DATE WESTGATE LAKES RESORT PARKING GARAGE, PEDESTRIAN BRIDGE, GUARD HOUSE & SITE WORK $13,400,281.00 May, 2015 Orlando, FL (Construction of a 220,000SF 7-Story Parking Structure with White Box Construction of 47,329SF of "Future Use" Space, a Pedestrian Bridge, Guard House and Associated Sitework, Hardscape and Landscape) for Westgate Resorts, Ltd. Architect: General Design and Restoration Branson, MO THE REGENERATIVE MEDICINE INSTITUTE FIT-UP $225,702.00 April, 2015 The Villages, FL (Interior Renovations of a 3,600 SF Medical Office space) for Performance Zone - Dr. James Ray Architect: AgeWave Solutions, Inc. The Villages, FL REGAL OAKS RESORT CLUBHOUSE & POOL $7,051,159.00 January, 2015 Kissimmee, FL (Construction of a 21,151SF Clubhouse and Pool for Vacation Ownership Town Homes) for CLC Regal Oaks, LLC Architect: Charlan, Brock & Associates, Inc. WESTGATE TOWN CENTER BUILDING 6200 $20,225,489.00 January, 2015 Kissimmee, FL (Construction of an 8-Story Timeshare Building (64) 2-Bedroom Units and (16) 3-Bedroom Units) with Related Sitework and Amenities) for Westgate Vacation Villa, LLC Architect: General Design Architecture Branson, MO WESTGATE TOWN CENTER $1,851,968.00 January, 2015BUILDING #6200 SITE WORK Kissimmee, FL (Sitework for 8-story Timeshare Building) for Westgate Vacation Villas, LLC Engineer: Hanson, Walter & Associates, Inc. Kissimmee, FL Page 9 of 40 96 PROJECTS COMPLETED (KENNEDY ORGANIZATION) PROJECT NAME CONTRACT AMOUNT COMPLETION DATE SILVER LAKE RESORT BUILDING #1900 $6,040,000.00 December, 2014 Kissimmee, FL (Construction of a 6-story, 24 Unit Time Share Building with Related Sitework) for Silver Lake Resorts, Ltd. Architect: Charles H. Parsons Architect, PA Kissimmee, FL REGAL OAKS RESORT TOWN HOMES PHASE IV $6,323,952.00 November, 2014Kissimmee, FL (Construction of Vacation Ownership Town Homes (9 Buildings/54 Units) for CLC Regal Oaks, LLC Architect: Charlan, Brock & Associates, Inc. Maitland, FL REGAL OAKS RESORT TOWN HOMES PHASE II & III $9,828,613.00 June 30, 2014 (Ph II) Kissimmee, FL (Construction of Vacation Ownership Town Homes (17 Buildings/83 Units)July 30, 2014 (Ph III} for CLC Regal Oaks, LLC Architect: Charlan, Brock & Associates, Inc. Maitland, FL SAVION PARK APARTMENTS $8,500,000.00 July, 2014 Gainesville, FL (5-stories, 55 Units Wood-Framed Student Housing Apartments with Sitework and Related Amenities) for Midtown Properties of Gainesville, LLC Architect: Skinner Vignola McLean, Inc. Gainesville, FL REGAL OAKS RESORT UNIT 17 RENOVATIONS $53,597.00 April, 2014Kissimmee, FL (Renovations to an Existing Vacation Ownership Town Home) for CLC Regal Oaks, LLC CASA MIRELLA APARTMENTS $18,300,111.00 January, 2014 Ocoee, FL (7 Apartment Buildings [3-stories, 216 units], 7 Garage Buildings, 1 Clubhouse, 1 Pool, 1 Mail Kiosk and all related site work & amenities) for Maguire Roberson, LLC Architect: Slocum Platts Architects, P.A. Winter Park, FL Page 10 of 40 97 PROJECTS COMPLETED (KENNEDY ORGANIZATION) PROJECT NAME CONTRACT AMOUNT COMPLETION DATE REGAL OAKS RESORT GATEHOUSE & PH II TOWN HOMES $1,020,000.00 November, 2013Kissimmee, FL (Gatehouse Building, Site Wall & Sign; Phase II Town Homes [8 Bldgs/41 Units] with all related sitework and amenities) for CLC Regal Oaks, LLC Architect: Charlan, Brock & Associates, Inc. Maitland, FL HEARTLAND DENTAL CARE MODERN SMILES DENTISTRY $1,133,297.00 November, 2013 Orlando, FL (Construction of a 1-story, 4144 Sq. Ft. freestanding Dental office with site work and related amenities) for Professional Resource Development, Inc. and Heartland Dental Care, Inc. Architect: LMHT Associates Durham, NC HEARTLAND DENTAL CARE MODERN SMILES DENTISTRY $1,133,297.00 November, 2013 Orlando, FL (Construction of a 1-story, 4144 Sq. Ft. freestanding Dental office with site work and related amenities) for Professional Resource Development, Inc. and Heartland Dental Care, Inc. Architect: LMHT Associates Durham, NC BANYAN GROVE RESIDENCES $9,455,803.00 September, 2013 Key West, FL (47 Pre-Fabricated Units and Tax Credit Related Amenities) for Banyan Grove Residences, Ltd. Architect: Thomas E. Pope, PE Architect Key West, FL HEARTLAND DENTAL CARE FAMILY DENTISTRY @ LAKE NONA VILLAGE $1,303,355.00 August, 2013 Orlando, FL (Construction of a 1-story freestanding Dental office with site work and related amenities) for Professional Resource Development, Inc. and Heartland Dental Care, Inc. Architect: LMHT Associates Durham, NC Page 11 of 40 98 PROJECTS COMPLETED (KENNEDY ORGANIZATION) PROJECT NAME CONTRACT AMOUNT COMPLETION DATE RUSSEL RESIDENCE $371,727.00 August, 2013 Boynton Beach, FL (Construction/Interior Alterations/Expansion of (1) existing town home) for 1566983 Ontario Limited Architect: Thomas H. Brown, Jr., Architect Orlando, FL THE FLATS AT EASLEY MILL $13,469,859.00 August, 2013Athens, GA (138 Unit, 6-Story College Housing Apartments with 316 Beds, Site Work and All Related Amenities) for Flats at Carrs Hill, LPArchitect: Gary B. Coursey & Associates- Architects, Inc. Atlanta, GA INTERIOR RENOVATIONS AT (4) MODEL UNITS and (131) UNITS AT THE RESORT AT WORLD GOLF VILLAGE $2,428,509.00 June, 2013 St. Augustine, FL (Construction/Interior Renovations for (4) Model Units and Interior Renovations for (131) Additional Units) for The Resort at World Golf Village Condominium Association, Inc. Architect: Thomas H. Brown, Jr. Orlando, FL REGAL OAKS RESORT TOWN HOMES $4,654,315.00 June, 2013 Kissimmee, FL (Construction of Ten (10) Vacation Ownership Town Homes - (47) units) for CLC Regal Oaks, LLC Architect: Charlan, Brock & Associates, Inc. Maitland, FL THE FOUNTAINS BUILDINGS 2 & 5 $3,700,437.00 May, 2013 Orlando, FL (Construction & Interior Alteration of (2) 6-Story Buildings - (1) Model Unit and (143) Additional Units) for BG Fountains Condominium Association, Inc. Architect: Thomas H. Brown, Jr., Architect Orlando, FL Page 12 of 40 99 PROJECTS COMPLETED (KENNEDY ORGANIZATION) PROJECT NAME CONTRACT AMOUNT COMPLETION DATE EXTERIOR WALL REMEDIATIONS AT OASIS LAKES $1,003,072.00 April, 2013 Orlando, FL (Exterior Remediation to Buildings #2, #3, #4, #5 and Clubhouse) for Oasis Lakes Resort Condominium Assoc., Inc. Architect: Williamson & Associates, Inc. Maitland, FL LA FITNESS SARASOTA UNIVERSITY COOPER $4,053,993.00 April, 2013 University Park, FL (35,000 SF Fitness Center) for Fitness International, LLC Architect: Arc3 Architect, Inc. St. Petersburg, FL LA FITNESS - TAMPA SOUTH $9,561,850.00 November, 2012 Tampa, FL (Construction of a Two-Story Fitness Center with a Four-Level Parking Garage, with Soil Stabilization, Sitework, Hardscape & Landscape) for L.A. Fitness International, LLC Architect: ARC3 Architecture, Inc. St. Petersburg, FL LA FITNESS WINDERMERE $4,448,624.00 November, 2012 Orlando, FL (45,350 SF Fitness Center) for LA Fitness International, LLC Architect: Cuhaci & Peterson Orlando, FL OASIS LAKES PREVIEW CENTER INTERIOR MODIFICATIONS $41,415.00 April, 2012 Orlando, FL (Interior Renovations to Bluegreen Fountains Resort Preview Center) for Bluegreen Vacations Unlimited, Inc. Architect: Thomas H. Brown, Jr., Architect RETAIL BLDG. A @ THE GROVE INTERIOR BUILD-OUT WINDERMERE VILLAGE DENTISTRY $251,991.00 April, 2012 Orlando, FL (Dental Office 2,200 SF Interior Build-Out) for MT Grove Real Estate Investment, LLC Architect: Powell Design Group, Inc. Orlando, FL Page 13 of 40 100 PROJECTS COMPLETED (KENNEDY ORGANIZATION) PROJECT NAME CONTRACT AMOUNT COMPLETION DATE RETAIL A @ THE GROVE $572,314.00 March, 2012 Orlando, FL (Construction of a 4,326SF Retail Shell Building, with related hardscape & site amenities) for Windermere Property Holdings, LLC Architect: Cuhaci & Peterson Orlando, FL CARPORTS AT ALLEGRO $160,670.00 February, 2012 Stuart, FL (Construction of Three (3) Carports and Related Sitework) for The Allegro at Willoughby, LLC Architect: PQH Group, Inc. Jacksonville, FL OASIS LAKES BUILDING 4 RENOVATIONS $1,124,760.00 January, 2012Orlando, FL (Construction/Interior Alterations of (36) units for Oasis Lakes Condominium Association, Inc. Architect: Thomas H. Brown, Jr., Architect Orlando, FL LEGENDS AT LAKE MARY APARTMENTS $1,132,394.00 November, 2011 Lake Mary, FL (2-Story, 17,850 SF Multi-Family Housing Building with 12 Units, Associated Parking and Site Work) for Golfview Apartments, LLC Architect: Charlan Brock & Associates, Inc. Maitland, FL SILVER LAKE RESORT-LAUNDRY FACILITY REBUILD $577,302.00 November, 2011 Kissimmee, FL (Construction of a 7,920SF pre-manufactured metal building and demolition of existing structure) for Silver Lake Resort, Ltd. Architect: Charles H. Parsons Kissimmee, FL SILVER LAKE RESORT CLUBHOUSE RETENTION WALL REPLACEMENT $50,979.00 September, 2011 Kissimmee, FL (Demolition and Reconstruction of the Clubhouse Retention Wall) for Silver Lake Resort, Ltd. Page 14 of 40 101 PROJECTS COMPLETED (KENNEDY ORGANIZATION) PROJECT NAME CONTRACT AMOUNT COMPLETION DATE MARCIS POINTE SENIOR LIVING APARTMENTS $9,600,000.00 September, 2011 Jacksonville, FL (3-Story, 120 Unit Wood Frame Senior Apartments with Related Site Work & All Related Amenities) Tax Credit for NVC-103rd Street, Ltd. Architect: PQH Group Jacksonville, FL LA FITNESS - HUNTERS CREEK REMODEL $1,010,349.00 July, 2011 Orlando, FL (Remodel and 11,400SF Expansion) for LA Fitness International, LLC Architect: Cuhaci & Peterson Orlando, FL ENVIRONMENTAL LABORATORY EXPANSION $889,149.00 April, 2011 CONSTRUCTION Altamonte Springs, FL (3,476 SF Lab Building & Site Improvements) for The City of Altamonte Springs, FL Architect: AECOM Orlando, FL LYNX LOC PARKING LOT EXPANSION AND POND 5 REPAIRS (Expansion of Parking Lot & Rehab of LOC Pond 5)$402,002.00 February, 2011 Orlando, FL for Central FL Regional Transportation Authority d/b/a LYNX Engineer: AECOM Technical Services, Inc. RENOVATIONS TO THE CLUBHOUSE FITNESS CENTER AT THE FOUNTAINS $264,925.00 February, 2011 Orlando, FL (Interior Renovations to an existing 1,350 SF Clubhouse Fitness Center) for Oasis Lakes Condominium Association, Inc, Architect: Thomas H. Brown, Jr. Orlando, FL BERT FISH BUSINESS CENTER RENOVATION $1,072,420.00 December, 2010 New Smyrna Beach, FL (11,284 SF Tenant Remodel) for Bert Fish Medical Center, Inc. Architect: Gerard J. Pendergast, LLC New Smyrna Beach, FL Page 15 of 40 102 PROJECTS COMPLETED (KENNEDY ORGANIZATION) PROJECT NAME CONTRACT AMOUNT COMPLETION DATE CITY HALL CANOPY REPLACEMENT $109,899.00 November, 2010 Altamonte Springs, FL (Replacement of City Hall Canopy, Litter Receptacles, Ash Urns and Planter Pots) for The City of Altamonte Springs, FL Architect: Burke Hogue Mills, Inc. Lake Mary, FL RAY OF HOPE CENTER FOR SPORTS $1,751,865.00 August, 2010 MEDICINE Clermont, FL (16,900 SF Interior Fit Out) for Medical Development Group, LLC Architect: Milan Vancura Atlanta, GA HIBBETT SPORTING GOODS #0635 $144,834.00 July, 2010 Clermont, FL (4,800 SF Interior Fit Out) for Weingarten I4 Clermont Landing, LLC Architect: J. Howard Nudell, Architect Farmington Hills, MI WINTER GARDEN VILLAGE LANDLORD S106 $12,620.00 July, 2010 VACANT WHITE BOX Clermont, FL (1,277 SF White Box Construction) for COLE MT Winter Garden FL, LLC Architect: Farmer & Co. Orlando, FL WINTER GARDEN VILLAGE MASSAGE ENVY $45,061.00 July, 2010 S104 TENANT WHITE BOX Clermont, FL (2,825 SF White Box Construction) for COLE MT Winter Garden FL, LLC Architect: Farmer & Co. Orlando, FL SHELL SALLYPORT WORK at IMMIGRATION $123,299.00 April, 2010 & CUSTOMS ENFORCEMENT (ICE) Orlando, FL (1,604 SF Shell Building) for Procacci Orlando, LLC Architect: Marc Wiener, ASIA Boca Raton, FL Page 16 of 40 103 PROJECTS COMPLETED (KENNEDY ORGANIZATION) PROJECT NAME CONTRACT AMOUNT COMPLETION DATE TOWN CENTER PLAZA BUILDING $941,611.00 April, 2010 FOUNDATION WORK Kissimmee, FL for Westgate Vacation Villas, Ltd. Architect: James Frank Price, AIA Apopka, FL CITY OF CASSELBERRY BIKE TRAILS PH. II $758,884.00 December, 2009 Casselberry, FL (2 miles of Asphalt & Concrete Bike Trails and Boardwalk) for City of Casselberry, FL Architect: Glatting Jackson Kercher Anglin Landscape Architects & Planning Orlando, FL EMERGENCY INSURANCE RESTORATION $1,268,393.00 October, 2009SERVICES OFFICE BUILDING Orlando, FL (Shell Construction Completion of 2-Story Office Building, (2) Tenant Spaces & Related Sitework) for Kirkman Properties, LLC Architect: CPH Engineers Sanford, FL MASSAGE ENVY INTERIOR FITOUT $230,487.00 September, 2009 Winter Park, FL for Massage Envy of Winter Park, LLC Architect: Lamar Design Orlando, FL AVALON KIDS TENANT IMPROVEMENTS $127,513.00 August, 2009 Orlando, FL (2,706 SF Tenant Improvement) for Avalon Park Group Management, Inc. Architect: Studio 3 Designs, LLC Orlando, FL SPACE T25 & T26 at LAKE NONA VILLAGE $161,102.00 August, 2009 BLDG. 10 Orlando, FL (3,082 SF Tenant Improvement) for Annika Enterprises, LLC Architect: Charlan Brock & Associates, Inc. Maitland, FL Page 17 of 40 104 PROJECTS COMPLETED (KENNEDY ORGANIZATION) PROJECT NAME CONTRACT AMOUNT COMPLETION DATE LAKE NONA VILLAGE BLDG. 10 $2,671,413.00 June, 2009 Orlando, FL (32,000 SF, 2-Story Mixed Use Bldg.)for Lake Nona Village II, LLCArchitect: Charlan Brock & Associates, Inc. Maitland, FL WESTGATE TOWN CENTER BUILDING #6100 $23,621,897.00 May, 2009 and FOUNDATION WORK Kissimmee, FL (8 Stories - 224 Units) for Westgate Vacation Villas, Ltd. Architect: Bergmann Associates Jacksonville, FL WESTGATE LAKES BUILDING #80 $13,311,886.00 March, 2009 Orlando, FL (6 Stories - 61 Units) for Westgate Resorts, Ltd. Architect: Morris Architects Orlando, FL ANYTIME FITNESS OF ORLANDO $115,630.00 March, 2009 INTERIOR BUILDOUT (3,300 SF) Orlando, FL for A & J Industries, Inc. dba Anytime Fitness of Orlando Architect: Olmedo Architectural Group, Inc. Winter Garden, FL WESTGATE LAKES BUILDING #90 $13,280,557.00 February, 2009 Orlando, FL (6 Stories - 61 Units) for Westgate Resorts, Ltd. WESTGATE TOWN CENTER BLDG. #4000 $26,965,484.00 January, 2009 Kissimmee, FL (8 Stories - 143 units) for Westgate Resorts, Ltd. Architect: Bergmann Associates-Architects Jacksonville, FL AVALON NORTHWEST VILLAGE POOLS $889,459.00 December, 2008 AND CABANAS Orlando, FL (2 Commercial Pools, 2 Cabanas & Related Sitework) for Avalon Associates of Delaware, LP Architect: Florida Design Professionals Orlando, FL Page 18 of 40 105 PROJECTS COMPLETED (KENNEDY ORGANIZATION) PROJECT NAME CONTRACT AMOUNT COMPLETION DATE AVALON PARK GROUP OFFICE EXPANSION $607,784.00 December, 2008 & SALES OFFICE Orlando, FL (Tenant Buildout: 1st Floor-2,500 SF; Third Floor-7,500 FL) for Avalon Park Group Management, Inc. Architect: Hunton Brady Architects, P.A. Orlando, FL DATA TRANSFER SOLUTIONS - 2ND FLOOR $267,905.00 November, 2008 Orlando, FL (Tenant Buildout - 5,600 SF) for Data Transfer Solutions, LLC Architect: Hunton Brady Architects, PA Orlando, FL AVALON OFFICE BUILDING $4,979,308.00 September, 2008 Orlando, FL (40,000 SF, 3 Story Office Building) for Avalon Office Ventures I, LLC Architect: Schenkel Shultz Architecture Orlando, FL WESTGATE TOWN CENTER BLDG. #6000 $11,673,583.00 July, 2008 Kissimmee, FL (6 Stories - 60 units) for Westgate Resorts, Ltd. Architect: Bloodgood Sharp Buster Architects Jacksonville, FL PARKVUE CONDOMINIUMS & OFFICES $15,618,749.00 June, 2008 Kissimmee, FL (8 story Condo & Office Bldg. - 268,000 SF) for City Centre Kissimmee, LLC Architect: McMillen Design Group Kissimmee, FL (Kencon Corporation) SPECIAL OLYMPICS STORAGE FACILITY $170,000.00 June, 2008 Clermont, FL (4,000 SF Storage Facility + Associated Sitework) for Special Olympics Florida, Inc. Architect: The Evans Group, Inc. Orlando, FL Page 19 of 40 106 PROJECTS COMPLETED (KENNEDY ORGANIZATION) PROJECT NAME CONTRACT AMOUNT COMPLETION DATE KISSIMMEE CITY CENTRE SHELL BUILDING $3,631,629.00 March, 2008 Kissimmee, FL (3 Story Shell Bldg.) for City Centre Kissimmee, LLC Architect: Charles H. Parson, Architect Kissimmee, FL AVALON PARK BAND SHELL $1,396,350.00 November, 2007 Orlando, FL for Avalon Associates of Delaware, LP 1,700 SF Band Shell, Sitework, Hardscape, Landscape & Irrigation Architect: SGN+A, Inc. Atlanta, GA HARMONY MAINTENANCE FACILITY,$919,805.00 September, 2007 ENVIRONMENTAL CENTER & GOLF REST STATIONS (4 Buildings - 12,000 SF total) Harmony, FL for Harmony Development Co., LLC Architect: Florida Design Professionals Orlando, FL WESTGATE LAKES BUILDING #100 $12,507,696.00 November, 2007 Orlando, FL (6 Stories - 60 Units) for Westgate Resorts, Ltd. Architect: Bloodgood Sharp Buster Architects & Planners of FL Jacksonville, FL TOWN CENTER SALES/CHECK-IN BUILDING $16,729,571.00 October, 2007 Kissimmee, FL (3-Story Sales/Commercial Bldg - 83,000 SF + Related Sitework) for Westgate Resorts, Ltd. Architect: James Frank Price, AIA Apopka, FL BELLA VIA CONDOMINIUMS $7,779,441.00 October, 2007 Port Charlotte, FL (16 Units, Clubhouse, Pool, Garages and Sitework) for Bella Via @ Port Charlotte, LLC Architect: Slocum Platts Architects Winter Park, FL (Kencon Corporation) Page 20 of 40 107 PROJECTS COMPLETED (KENNEDY ORGANIZATION) PROJECT NAME CONTRACT AMOUNT COMPLETION DATE CHARLESTON CAY APARTMENTS $10,000,000.00 October, 2007 Port Charlotte, FL (128 Units and Sitework)Tax Credit for Charleston Cay, Ltd. Architect: Slocum Platts Architects TOWN CENTER BUILDING #5800 $12,421,841.00 August, 2007 Kissimmee, FL (6 Stories - 60 Units) for Westgate Resorts, Ltd. Architect: Bloodgood Sharp Buster Architects & Planners of FL Jacksonville, FL FERRAN SERVICES CORPORATE OFFICES $2,954,467.00 June, 2007 Orlando, FL (3-Story, 22,000 SF Office Building) for Clark-Morrow, Inc. Architect: The Evans Group Orlando, FL TUSCAN RESERVE CONDOMINIUMS $3,987,767.00 May, 2007 Palm Coast, FL (80 Units and Sitework) for Flagler Lifestyles Communities, LLC dba The Trio Group Architect: Slocum Platts Architects, PA Winter Park, FL (Kencon Corporation) WESTGATE TOWN CENTER PHASE 3 $2,830,470.00 March, 2007 SITEWORK Kissimmee, FL for Westgate Resorts, Ltd. Engineer: Hanson Walter & Associates Kissimmee, FL WESTGATE TOWN CENTER BUILDING #5500 $7,200,000.00 September, 2006 Kissimmee, FL (87,635 SF - 6 Stories/36 units) for Westgate Resorts, Ltd. Architect: Fugelberg Koch Architects Winter Park, FL Page 21 of 40 108 PROJECTS COMPLETED (KENNEDY ORGANIZATION) PROJECT NAME CONTRACT AMOUNT COMPLETION DATE HARMONY MAINTENANCE BUILDING $500,000.00 July, 2006 (PRE-CONSTRUCTION SERVICES) Harmony, FL for Harmony Development Co., LLC Architect: Florida Design Professionals Orlando, FL SILVER LAKE RESORT LAUNDRY/KART $192,598.00 July, 2006 FACILITY INTERIOR BUILDOUT Kissimmee, FL for Silver Lake Resort, Ltd. Architect: Charles H. Parsons Architect Kissimmee, FL RADISSION TIMESHARE CONVERSION $230,000.00 June, 2006 Kissimmee, FL (3 Model Units) for DHM Vacations, LLC Architect: Charles H. Parsons Architect Kissimmee, FL SILVER LAKE RESORT MAIN POOL AREA $548,083.00 May, 2006EXPANSION & RECREATION AMENITIES Kissimmee, FL for Silver Lake Resort, Ltd. Architect: Charles H. Parsons Architect Kissimmee, FL SILVER LAKE RESORT BUILDING #1000 $5,074,225.00 March, 2006 Kissimmee, FL (32 Units) for Silver Lake Resort, Ltd. Architect: Charles H. Parsons Architect Kissimmee, FL SILVER LAKE RESORT 7,920 SF SHELL BLDG.$264,279.00 March, 2006 Kissimmee, FL for Silver Lake Resort, Ltd. Architect: Charles H. Parsons Architect Kissimmee, FL Page 22 of 40 109 PROJECTS COMPLETED (KENNEDY ORGANIZATION) PROJECT NAME CONTRACT AMOUNT COMPLETION DATE PALM POINTE CONDOMINIUMS $10,657,460.00 April, 2006 Bunnell, FL (144 units) for Consolidated Capital Funding, LLC Architect: Dave Mancino Architect St. Augustine, FL THE SHOPPES AT TOWN CENTER- PHASE 1 -$26,892,335.00 January, 2006 BUILDING B Kissimmee, FL (348,000 Sq. Ft. - 8 Stories 174 Timeshare Units) for Westgate Resorts, Ltd. Architect: Florida Design Professionals Orlando, FL NTC - MEDICAL OFFICE BUILDING & URGENT $4,303,368.00 December, 2005 CARE FACILITIES Clermont, FL (30,000 Sq. Ft.) for Skytop Enterprises, LLC Architect: The Evans Group Orlando, FL (Kencon Corporation) AVALON MIXED USE BUILDING II $10,613,373.00 December, 2005 Orlando, FL (135,000 Sq. Ft. - 84 Apt. Units) for Avalon TC II, Ltd. Partnership Architect: Forum Architecture & Interior Design Altamonte Springs, FL WESTGATE BUILDING #5500 SITEWORK $410,720.00 September, 2005 Kissimmee, FL for Westgate Resorts, Ltd. Architect: Hanson Walter & Associates Kissimmee, FL WHISPERING OAKS APARTMENTS $6,349,962.00 March, 2005 Starke, FL (120 Units - 3 Stories)Tax Credit For Whispering Oaks Housing Partners II, Ltd. Architect: Slocum Platts Arch. Design Studio Winter Park, FL Page 23 of 40 110 PROJECTS COMPLETED (KENNEDY ORGANIZATION) PROJECT NAME CONTRACT AMOUNT COMPLETION DATE AVALON TOWN CENTER PARK-TRACT 31 $603,085.00 February, 2005 Orlando, FL for Avalon Associates of Delaware, Inc. Architect: Metro Architecture + Planning, Inc. Orlando, FL PHASE II - LAKEWOOD APARTMENTS $3,600,000.00 February, 2005 Bunnell, FL (56 Units) For Consolidated Capital Funding, LLC Architect: Dave Mancino Architect St. Augustine, FL HEATHROW COUNTRY ESTATES GOLF $3,795,000.00 January, 2005 CLUBHOUSE AND AMENITIES Eustis, FL For 46/46A, LLC Architect: The Evans Group Orlando, FL SIEGEL RESIDENCE $4,700,000.00 December, 2004 Orange County FL (88,000 Sq. Ft.) For David & Jacqueline Siegel Architect: James F. Price Kissimmee, FL GOLF MAINTENANCE FACILITY - EAGLE $400,000.00 November, 2004 CREEK GOLF COMMUNITY Orange County, FL For Eagle Creek Development Corp. Architect: John D. Youngman, AIA HARMONY GOLF CLUBHOUSE $2,500,000.00 August, 2004 St. Cloud, FL (22,000 Sq. Ft.) For Birchwood Acres Ltd. Partnership, LLLP Architect: The Evans Group Orlando, FL ADAMS BROTHERS FACILITY EXPANSION $437,000.00 August, 2004 Apopka, FL For Adams Brothers Construction Co. Architect: Lochrane Engineering, Inc. Orlando, FL Page 24 of 40 111 PROJECTS COMPLETED (KENNEDY ORGANIZATION) PROJECT NAME CONTRACT AMOUNT COMPLETION DATE CENTURY 21 - OFFICE SPACE CONVERSION $48,555.00 March, 2004 Orlando, FL For Avalon Development Co. of Florida, Inc. Architect: BB Bonyadi Architect Longwood, FL NEW RIVER LAKES PARK $263,600.00 March, 2004 Pasco County, FL For New Rivers Partners, Ltd. Architect: Lindemann Bentzon Engineering Company, Inc. Clermont, FL AVALON HEALTH BUILDING - 3rd FLOOR $159,000.00 February, 2004 INTERIOR ALTERATION Orlando, FL For Avalon TC I Limited Partnership Architect: BB Bonyadi Architect Longwood, FL SILVER LAKE RESORT - BUILDING #900 $4,000,000.00 February, 2004 Kissimmee, FL (4 Stories/40 Units) For Silver Lake Resort, Ltd. Architect: Charles H. Parsons Architect, P.A. Kissimmee, FL SILVER LAKE RESORT - SHERBETH ROAD $146,000.00 January, 2004GATEHOUSE, ENTRANCE WALL AND FENCE Kissimmee, FL For Silver Lake Resort, Ltd. Architect: Charles H. Parsons Architect, P.A. Kissimmee, FL HARMONY SWIM CLUB AND STRAW MARKET $900,000.00 November, 2003 St. Cloud, FL For Harmony Community Development District Architect: The Evans Group Orlando, FL WESTGATE TEMPORARY PARKING LOT $302,960.00 October, 2003 Kissimmee, FL For Westgate Resorts, Ltd. Architect: Hanson Walter & Associates, Inc. Kissimmee, FL Page 25 of 40 112 PROJECTS COMPLETED (KENNEDY ORGANIZATION) PROJECT NAME CONTRACT AMOUNT COMPLETION DATE WESTGATE TOWN CENTER - PHASE I $2,100,000.00 October, 2003 Kissimmee, FL For Westgate Resorts, Ltd. Architect: Hanson Walter & Associates, Inc. Kissimmee, FL HARMONY - CLUBHOUSE SITEWORK $150,000.00 September, 2003 St. Cloud, FL For Harmony Community Development District Architect: Miller Einhouse Orlando, FL HARMONY CART BARN $300,000.00 September, 2003 St. Cloud, FL For Birchwood Acres Limited Partnership, LLLP Architect: The Evans Group Orlando, FL HARMONY WELCOME CENTER $900,000.00 September, 2003 St. Cloud, FL For Birchwood Acres Limited Partnership, LLLP Architect: The Evans Group Orlando, FL NATIONAL TRAINING SPORTS MEDICINE $2,500,000.00 September, 2003 INSTITUTE, P.A.RAY-RICHARDSON ORTHOPEDIC CLINIC Clermont, FL (Design/Build - 23,000 Sq. Ft.) For South Lake Management Company, Inc. Architect: The Evans Group Orlando, FL AVALON FAMILY MEDICINE $250,000.00 August, 2003 Orlando, FL (Tenant Build Out - Medical Office) For Avalon TC I Limited Partnership Architect: Schenkel Shultz Architecture Orlando, FL AVALON HEALTH BUILDING $1,700,000.00 August, 2003 Orlando, FL (18,000 Sq. Ft. Medical Office Bldg.) For Avalon TC I Limited Partnership Architect: Schenkel Shultz Architecture Orlando, FL Page 26 of 40 113 PROJECTS COMPLETED (KENNEDY ORGANIZATION) PROJECT NAME CONTRACT AMOUNT COMPLETION DATE WESTGATE LAKES - BUILDING #300 $7,160,000.00 July, 2003 Orlando, FL (52 Units) For Westgate Resorts, Ltd. Architect: Fugleberg Koch Architects Winter Park, FL WESTGATE LAKES - BLDG. #300 SITEWORK $825,000.00 May, 2003 Orlando, FL For Westgate Resorts, Ltd. Architect: Fugleberg Koch Architects Winter Park, FL HARMONY – NEIGHBORHOOD PARKS $91,000.00 May, 2003 St. Cloud, FL for Harmony Community Development District Architect: The Evans Group Orlando, FL HARMONY TOWN CENTER $300,000.00 January, 2003 AND ENTRY FEATURE St. Cloud, FL for Birchwood Acres Limited Partnership, LLLP Architect: The Evans Group Orlando, FL HARMONY SCHOOL SURROUND $200,000.00 January, 2003 AND PREVIEW CENTER St. Cloud, FL for Birchwood Acres Limited Partnership, LLLP Architect: The Evans Group Orlando, FL CRESCENT CLUB APARTMENTS $9,700,000.00 January, 2003 SENIOR HOUSING (215 Units)Tax Credit Orlando, FL for Wendover Housing Partners Architect: The Evans Group Orlando, FL Page 27 of 40 114 PROJECTS COMPLETED (KENNEDY ORGANIZATION) PROJECT NAME CONTRACT AMOUNT COMPLETION DATE NORTHLAKE PARK APARTMENTS $11,000,000.00 October, 2002 Orlando, FL (165 Units)HUD for Van Metre NorthLake Park Apartments, L.P. Architect: Charlan-Brock & Associates, Inc. Market Rate Maitland, FL SILVER LAKE RESORT – BUILDING #800 $2,500,000.00 September, 2002 Kissimmee, FL (18 Units – Time Share) for Silver Lake Resort, Ltd. Architect: Charles H. Parsons, Architect, P.A. Kissimmee, FL CONSTRUCTION OF ONE EACH FOUNTAIN $105,000.00 September, 2002 AND TWO EACH MONUMENT SIGNS Kissimmee, FL for Westgate Vacation Villas, Ltd. Architect: Hanson, Walter and Associates, Inc. Kissimmee, FL PARKCREST AT INNISBROOK – PHASE II $23,600,000.00 September, 2002 Palm Harbor, FL (396 Units) for Parkcrest at Pinellas, L.L.C. Architect: Forum Architecture & Interior Design, Inc. Altamonte Springs, FL WESTGATE TOWN CENTER – BUILDING 5900 $9,676,000.00 June, 2002 Kissimmee, FL (82 Units – Time Share) for Westgate Vacation Villas, Ltd. Architect: Florida Design Professionals, Inc. Orlando, FL OAK GLEN APARTMENTS $4,000,000.00 May, 2002 Orlando, FL (88 Units)Tax Credit for Oak Glen Housing Partners, Ltd. Architect: Slocum Platts Arch. Design Studio Winter Park, FL CONSTRUCTION OF A FIRE PUMP HOUSE ON FUNIE STEED ROAD $100,000.00 May, 2002 Kissimmee, FL for Westgate Vacation Villas, Ltd. Architect: Barry D. Portnoy, P.E. Inc. Orlando, FL Page 28 of 40 115 PROJECTS COMPLETED (KENNEDY ORGANIZATION) PROJECT NAME CONTRACT AMOUNT COMPLETION DATE PINNACLE COVE APARTMENTS $19,000,000.00 March, 2002 Orlando, FL (420 Units) for Pinnacle Cove, Ltd. Architect: Forum Archit. & Interior Design, Inc. Altamonte Springs, FL THE PINES OF PUNTA GORDA $16,000,000.00 March, 2002 Punta Gorda, FL (336 Units)Tax Credit for Punta Gorda Pines, Ltd.Davis-Bacon Cert. Payroll Architect: Fugleberg Koch Architects Winter Park, FL SAND LAKE POINTE APARTMENTS $17,000,000.00 November, 2001 Orlando, FL (312 Units)Tax Credit for Sand Lake Pointe Apartments, Ltd. Architect: Jacobs & Associates, Inc. Orlando, FL WESTGATE TOWN CENTER – PHASE II,$11,200,000.00 November, 2001 CONSTRUCTION OF BLDGS. 5600 and 5700 Kissimmee, FL (6-story/80 Units – Time Share) for Westgate Vacation Villas, Ltd. Architect: Fugleberg Koch Architects Orlando, FL RIVER TRACE SENIOR APARTMENTS $8,000,000.00 October, 2001 Bradenton, FL (178 Units)Tax Credit for River Oaks Housing Partners, Ltd. Architect: Forum Archit. & Interior Design, Inc. Altamonte Springs, FL ENTRY POINT BOULEVARD ACCESS $95,000.00 October, 2001 MODIFICATIONKissimmee, FL for Westgate Vacation Villas, Ltd. Architect: Hanson, Walter & Associates, Inc. Kissimmee, FL WESTGATE TOWN CENTER – POOL #13 $679,120.00 September, 2001 Kissimmee, FL for Westgate Vacation Villas, Ltd. Architect: ADE, Inc. Clermont, FL Page 29 of 40 116 PROJECTS COMPLETED (KENNEDY ORGANIZATION) PROJECT NAME CONTRACT AMOUNT COMPLETION DATE SPECIAL OLYMPICS FLORIDA $1,500,000.00 August, 2001 HEADQUARTERS Clermont, FL for Special Olympics Florida, Inc. Architect: Evans Group Orlando, FL WESTGATE HOTEL MANSARD ADDITION $161,000.00 June, 2001 Kissimmee, FL for Westgate Towers, Ltd. Architect: Florida Design Professionals Orlando, FL OSPREY RIDGE APARTMENTS $9,000,000.00 May, 2001 Clermont, FL (176 Units)Tax Credit for Osprey Ridge Apartments, Ltd. Architect: Jacobs & Associates, Inc. Orlando, FL MARRIOTT RESIDENCE INN $12,000,000.00 May, 2001 Orlando, FL (211 Rooms) for JHM Ruby Lake Hotel, Ltd. Architect: Overcash-Demmitt Architects Charlotte, NC PARKCREST AT FORT MYERS $19,000,000.00 April, 2001 Lee County, FL (360 Units) for NRI – CKT Fort Myers, I, L.L.C. Architect: Forum Arch. & Interior Design, Inc. Altamonte Springs, FL WATERFORD POINTE APARTMENTS $12,000,000.00 April, 2001 Orlando, FL (240 Units)HUD for Waterford Pointe Apartments, Ltd.Davis-Bacon Cert. Payroll Architect: Jacobs & Associates, Inc. Orlando, FL WEST POINTE VILLAS APARTMENTS $14,000,000.00 April, 2001 Winter Garden, FL (288 Units) for West Pointe Villas Ltd. Architect: Jacobs & Associates, Inc. Orlando, FL Page 30 of 40 117 PROJECTS COMPLETED (KENNEDY ORGANIZATION) PROJECT NAME CONTRACT AMOUNT COMPLETION DATE WEST GATE TOWN CENTER SITE WALL $1,500,000.00 March, 2001 Kissimmee, FL for Westgate Vacation Villas, Ltd. Architect/Eng: Hanson, Walter & Assoc. Kissimmee, FL CENTRE COURT APARTMENTS $9,000,000.00 February, 2001 Bradenton, FL (180 Units)Tax Credit for Centre Court On 53rd, Ltd.Architect: Fugleberg Koch Architects Winter Park, FL MADISON COMMONS APARTMENTS $8,000,000.00 January, 2001 Clay County, FL (160 Units)Tax Credit for Madison Commons, Ltd. Architect: Slocum Platts Arch. Design Studio Winter Park, FL WESTGATE TOWN CENTER – POOL #12 $500,000.00 January, 2001 Kissimmee, FL for Westgate Vacation Villas, Ltd. Architect: ADE, Inc. Clermont, FL METRO PARK $984,000.00 December, 2000 Orlando, FL (2-Story Office Building) for Metro Place, Ltd. Architect: Jacobs & Associates Orlando, FL WILLIAMS LANDING APARTMENTS $7,000,000.00 October, 2000 Hillsborough County, FL (144 Units) for Williams Landing Limited Partnership Architect: Forum Arch. & Interior Design, Inc. Altamonte Springs, FL WESTGATE TOWERS NORTH $9,600,000.00 October, 2000 Kissimmee, FL (72 Units – Time Share) for Central Florida Investments Architect: Florida Design Professionals Orlando, FL Page 31 of 40 118 PROJECTS COMPLETED (KENNEDY ORGANIZATION) PROJECT NAME CONTRACT AMOUNT COMPLETION DATE SUGAR MILL APARTMENTS $9,000,000.00 August, 2000 Port Orange, FL (168 Units) for Sugar Mill Associates Limited Partnership Architect: Forum Arch. & Interior Design, Inc. Altamonte Springs, FL PARKCREST AT INNISBROOK $20,000,000.00 July, 2000 Palm Harbor, FL (432 Units) for Parkcrest at Pinellas, L.L.C. Architect: Forum Arch. & Interior Design, Inc. Altamonte Springs, FL COLLEGE SUITES AT SCIENCE DRIVE $13,000,000.00 June, 2000 Orlando, FL (192 Units) for P.A.D. Equities, Ltd. Architect: Slocum Platts Arch. Design Studio Winter Park, FL SPRING HARBOR APARTMENTS $12,000,000.00 May, 2000 Mt. Dora, FL (248 Units)Tax Credit for Spring Harbor, Ltd. Architect: Slocum Platts Arch. Design Studio Winter Park, FL REHABILITATE PARK AVENUE VILLAS $3,000,000.00 March, 2000 Winter Garden, FL (120 Units)Tax Credit for Park Avenue Villas, Ltd. Architect: Jacobs & Associates, Inc. Orlando, FL COOPER HILTON NAPLES $13,000,000.00 January, 2000 Naples, FL (200 Rooms) for Naples Hospitality Limited Partnership Architect: Rabun, Hogan, Ota, Rasche Architects REHABILITATE DUNWOODIE PLACE APARTMENTS $3,000,000.00 November, 1999 Orlando, FL (172 Units)Tax Credit for Dunwoodie of Orlando, Ltd. Architect: Slocum Platts Arch. Design Studio Winter Park, FL Page 32 of 40 119 PROJECTS COMPLETED (KENNEDY ORGANIZATION) PROJECT NAME CONTRACT AMOUNT COMPLETION DATE PROVIDENCE RESERVE APARTMENTS – PHASE “A”$11,000,000.00 October, 1999 Lakeland, FL (220 Units)Tax Credit for Lake Providence, Ltd. Architect: Jacobs & Associates MAGNOLIA POINTE APARTMENTS $9,000,000.00 October, 1999 Orlando, FL (168 Units)Tax Credit for Magnolia Pointe, Ltd. Architect: Jacobs & Associates Orlando, FL WESTGATE VACATION VILLAS – PHASE 25 $10,000,000.00 September, 1999 Kissimmee, FL (80 Units) for Westgate Vacation Villas, Ltd. Architect: James Frank Price Apopka, FL HICKORY POINTE APARTMENTS $11,000,000.00 August, 1999 Melbourne, FL (216 Units) for Hickory Pointe, Ltd. Architect: Fugleberg Koch Architects Winter Park, FL ALAFAYA CLUB APARTMENTS $15,000,000.00 August, 1999 Orlando, FL (228 Units) for Alafaya Club, Ltd. Architect: Slocum Platts Arch. Design Studio Winter Park, FL SILVER LAKE RESORT – BUILDING #1700 $3,000,000.00 June, 1999 Kissimmee, FL (40 Units) for Silver Lake Resort, Ltd. Architect: Charles H. Parsons, Architect, P.A. Kissimmee, FL SILVER LAKE RESORT – NEW ENTERTAINMENT BUILDING $142,000.00 May, 1999 Kissimmee, FL for Silver Lake Resort, Ltd. Architect: Charles H. Parsons, Architect, P.A. Kissimmee, FL Page 33 of 40 120 PROJECTS COMPLETED (KENNEDY ORGANIZATION) PROJECT NAME CONTRACT AMOUNT COMPLETION DATE HILTON GARDEN INN $5,000,000.00 April, 1999 LEE VISTA CENTER Orlando, FL (132 Rooms) for Laxmi Augusta National Hotel, Ltd. Architect: Powell Design Group, P.A. Orlando, FL THE COVE AT ST. LUCIE $7,000,000.00 April, 1999 St. Lucie, FL (144 Units)Tax Credit for Affordable/St. Lucie, Ltd. Architect: Fugleberg Koch Architects Winter Park, FL METRO PLACE APARTMENTS – PHASE II $11,000,000.00 March, 1999 Orlando, FL (248 Units) for Metro Place II, Ltd. Architect: Fugleberg Koch Architects Winter Park, FL METRO PLACE APARTMENTS – PHASE I $14,000,000.00 January, 1999 Orlando, FL (288 Units) for Metro Place, Ltd. Architect: Fugleberg Koch Architects Winter Park, FL INTERIOR CONSTRUCTION FOR WENDOVER HOUSING PARTNERS, INC.$93,000.00 November, 1998 Lake Mary, FL (Tenant Buildout) for Wendover Housing Partners, Inc. Architect: VOA Associates, Inc. Orlando, FL LAKE POINTE APARTMENTS $9,000,000.00 September, 1998 Tampa, FL (182 Units)Tax Credit for Lake Pointe Apartments, Ltd. Architect: Fugleberg Koch Architects Winter Park, FL ROTONDA WEST APARTMENTS $8,000,000.00 September, 1998 Rotonda, FL (176 Units)Tax Credit for Rotonda West, Ltd. Architect: Fugleberg Koch Architects Winter Park, FL Page 34 of 40 121 PROJECTS COMPLETED (KENNEDY ORGANIZATION) PROJECT NAME CONTRACT AMOUNT COMPLETION DATE HOMESTEAD VILLAGE #2043 $5,000,000.00 August, 1998 Altamonte Springs, FL (135 Rooms) for Homestead Village Incorporated Architect: Fugelberg Koch Architects Winter Park, FL PALMETTO TRACE APARTMENTS $9,000,000.00 August, 1998 Palmetto, FL (196 Units)Tax Credit for Palmetto Dunes, Ltd. Architect: Fugleberg Koch Architects Winter Park, FL GLEN OAKS APARTMENTS $12,000,000.00 July, 1998 Tallahassee, FL (256 Units)Davis-Bacon Cert. Payroll for Affordable-Glen Oaks, Ltd. Architect: Fugleberg Koch Architects Winter Park, FL CEDAR FOREST APARTMENTS $9,000,000.00 June, 1998 Tampa, FL (200 Units) for Cedar Forest Limited Partnership Architect: Forum Arch. and Interior Design, Inc. Altamonte Springs, FL REGAL POINTE APARTMENTS $11,000,000.00 April, 1998 Lake Mary, FL (284 Units)Tax Credit for CED Construction Partners, Ltd. Architect: Fugleberg Koch Architects Winter Park, FL CYPRESS CLUB APARTMENTS $9,000,000.00 February, 1998 Orlando, FL (228 Units)Tax Credit for C.E.D. Construction Partners, Ltd. Architect: Fugleberg Koch Architects Winter Park, FL THE CROSSINGS AT INDIAN RUN $15,000,000.00 February, 1998 Stuart, FL (344 Units) for Gatehouse Group Architect: Forum Arch. and Interior Design, Inc. Altamonte Springs, FL Page 35 of 40 122 PROJECTS COMPLETED (KENNEDY ORGANIZATION) PROJECT NAME CONTRACT AMOUNT COMPLETION DATE HILTON GARDEN INN $4,000,000.00 January, 1998 Lake Mary, FL (123 Rooms) for Garden Hospitality I, General Partnership Architect: Rabun, Hogan, Ota, Rasche Architects Atlanta, GA SILVER LAKE RESORT – BUILDING #1800 $3,000,000.00 January, 1998 Kissimmee, FL (42 Units) for Silver Lake Resort, Ltd. Architect: Charles H. Parsons, Architect, P.A. Kissimmee, FL POINTE VISTA APARTMENTS – PHASE II $13,000,000.00 October, 1997 Orlando, FL (288 Units) for Pointe Vista II, Ltd. Architect: Fugleberg Koch Architects Winter Park, FL ADDITIONS AND RENOVATIONS TO HEATHROW COUNTRY CLUB $2,000,000.00 July, 1997 Heathrow, FL for Heathrow Golf Company Limited Partnership Architect: Farmer and Baker Architects, Inc. Maitland, FL VISTA DEL LAGO APARTMENTS $2,000,000.00 April, 1997 West Palm Beach, FL (58 Units)Tax Credit for Vista del Lago, Limited Partnership Architect: REG Architects, Interiors, Planners West Palm Beach, FL FY-96 MILITARY FAMILY HOUSING $7,000,000.00 March, 1997 CENTRAL HOUSING AREA (3RD PHASE)Patrick Air Force Base, FL (70 Units) for U.S. Department of the Air Force Architect: Fugleberg Koch Architects Winter Park, FL HIDDEN CREEK VILLAS $13,000,000.00 October, 1996 Orlando, FL (304 Units) for Hidden Creek Villas, Ltd. Architect: Fugleberg Koch Architects Winter Park, FL Page 36 of 40 123 PROJECTS COMPLETED (KENNEDY ORGANIZATION) PROJECT NAME CONTRACT AMOUNT COMPLETION DATE SPRINGBROOK COMMONS $6,000,000.00 July, 1996 West Palm Beach, FL (144 Units) for Springbrook Commons, Ltd. Architect: Forum Architects Altamonte Springs, FL PATRICK AIR FORCE BASE $22,000,000.00 May, 1996 CENTRAL HOUSING AREAPatrick Air Force Base, FL (190 Units) for U.S. Department of the Air Force Architect: Fugleberg Koch Architects Winter Park, FL WEDGEWOOD APARTMENTS $10,000,000.00 December, 1995 Daytona Beach, FL (300 Units) for Wilson Construction Company Architect: Fugleberg Koch Architects Winter Park, FL WOODBURY APARTMENTS $9,000,000.00 December, 1995 Bradenton, FL (270 Units) for Wilson Construction Company Architect: Fugleberg Koch Architects Winter Park, FL SILVER LAKE RESORT – BLDG. #400/#500 $2,000,000.00 November, 1995 Kissimmee, FL (30 Units) for Silver Lake Resort, Ltd. Architect: Charles H. Parsons Architect Kissimmee, FL RIDGE CLUB APARTMENTS – PHASE II $6,000,000.00 September, 1995 Orlando, FL (156 Units) for Orange Oakridge Park Associates Phase II, L.P. Architect: Fugleberg Koch Architects Winter Park, FL SILVER LAKE RESORT WELCOME CENTER $500,000.00 June, 1995 Kissimmee, FL for Silver Lake Resort, Ltd. Architect: Charles H. Parsons Architect, P.A. Kissimmee, FL Page 37 of 40 124 PROJECTS COMPLETED (KENNEDY ORGANIZATION) PROJECT NAME CONTRACT AMOUNT COMPLETION DATE ST. LUCIE CLUB APARTMENTS $7,000,000.00 June, 1995 Stuart, FL (200 Units)Tax Credit for CED Construction, Inc. Architect: Fugleberg Koch Architects Winter Park, FL DESIGN AND CONSTRUCTION OF REPLACEMENT OF MILITARY FAMILY HOUSING (NORTH HOUSING AREA)$20,000,000.00 May, 1995 Patrick Air Force Base, FL (250 Units) for Army Corps of Engineers Architect: Fugleberg Koch Architects Winter Park, FL BERMUDA DUNES $14,000,000.00 March, 1995 Orlando, FL (336 Units) for ZOM Metrowest II, Ltd. Architect: Charlan-Brock & Assoc., Inc. Maitland, FL WATERFORD AT CYPRESS LAKE APARTMENTS – PHASE II & III $12,000,000.00 December, 1994 Tampa, FL (450 Units) for Wilson Construction Company Architect: Fugleberg Koch Architects Winter Park, FL HAMPTON GREENS APARTMENTS $8,000,000.00 December, 1994 Melbourne, FL (216 Units)Tax Credit for CED Construction, Inc. Architect: Fugleberg Koch Architects Winter Park, FL SANFORD LAKES APARTMENTS $6,000,000.00 September, 1994 Sanford, FL (184 Units) for SWT Construction, Inc. Architect: Fugleberg Koch Architects Winter Park, FL SILVER LAKE RESORT – BUILDING #300 $800,000.00 August, 1994 Kissimmee, FL (18 units) for Silver Lake Resort Architect: Charles H. Parsons Architect Kissimmee, FL Page 38 of 40 125 PROJECTS COMPLETED (KENNEDY ORGANIZATION) PROJECT NAME CONTRACT AMOUNT COMPLETION DATE SILVER LAKE RESORT – BUILDING #200 $800,000.00 November, 1993 Kissimmee, FL (18 Units) for Silver Lake Resort, Ltd. Architect: Charles H. Parsons Architect Kissimmee, FL RIVERSIDE ON THE PARK CONDOMINIUMS $2,000,000.00 October, 1993 New Smyrna Beach, FL (10 Units) for Riverside on the Park, Inc. Architect: Leete & Leete, A.I.A. Daytona Beach, FL WATAUGA WOODS APARTMENTS $7,000,000.00 October, 1993 Orlando, FL (216 Units)Tax Credit for CED Construction, Inc. Architect: Fugleberg Koch Architects Winter Park, FL SILVER LAKE RESORT – BUILDING #700 $800,000.00 August, 1993 Kissimmee, FL (18 Units) for Silver Lake Resort, Ltd. Architect: Charles H. Parsons Architect Kissimmee, FL CASTLE WOODS APARTMENTS $11,000,000.00 May, 1993 Casselberry, FL (304 Units)Tax Credit for CED Construction, Inc. Architect: Fugleberg Koch Architects Winter Park, FL SUPER DISCOUNT DRUGSTORE – J/V $1,000,000.00 December, 1992 AIR CARGO FACILITY $100,000.00 December, 1992 Daytona Beach Airport SILVER LAKE RESORT – CLUBHOUSE $900,000.00 November, 1992 Kissimmee, FL for Silver Lake Resort, Ltd. Architect: Charles H. Parsons Architect Kissimmee, FL WINN-DIXIE – ARCADIA – J/V $2,000,000.00 September, 1992 Page 39 of 40 126 PROJECTS COMPLETED (KENNEDY ORGANIZATION) PROJECT NAME CONTRACT AMOUNT COMPLETION DATE CROWN CENTRE PLAZA PUBLIX – J/V $4,000,000.00 August, 1992 NORTHWEST REGIONAL PARK $900,000.00 January, 1992 Deland, FL for The County of Volusia Architect: Gee & Jenson West Palm Beach, FL WALT DISNEY WORLD MAGIC KINGDOM TOLL PLAZA $500,000.00 October, 1991 Orlando, FL for WDI Construction Management Architect: WDW Design & Engineering VOLUSIA COUNTY SCHOOLS (3)$300,000.00 September, 1991 AUVERS VILLAGE APARTMENTS $6,000,000.00 December, 1990 Orlando, FL (180 Units) for Earl M. Crittenden Architect: The Evans Group Page 40 of 40 127 ROGER B. KENNEDY CONSTRUCTION CURRENT PROJECTS UNDER CONSTRUCTION PROJECT NAME CONTRACT AMOUNT COMPLETION DATE MURANO AT THREE OAKS $38,169,722.00 February, 2021 Ft. Myers, FL (318 Wood-Frame Apartment Complex Consisting of (2) 4-story Apartment Bldgs. With Clubhouse, Wood-Frame Parking Garages, Pool Pavilion, Trash Compactor and Amenity Buildings and All Related Site Work, Irrigation, Landscaping and Hardscape) for Murano at Three Oaks Associates, LLC Architect: Forum Architecture and Interior Design, Inc. Altamonte Springs, Fl NORTON COMMONS $10,069,332.00 March, 2021 Sanford, FL (Construction of One 3-Story Apartment Building Tax Credit (68 units), 1 Pavilion and Related Site Work and Amenities. for Norton Commons, Ltd. Architect: Slocum Platts Architects, P.A. Maitland, FL WESTGATE LAKES BLDG. 500, 1000, 1200, 1300 UNIT $7,657,568.00 April, 2021 INTERIOR REMODELS Orlando, FL (Selective Reconstruction of Bldg. 500 (94 units); Bldg. 1000 (94 units); Bldg. 1200 (94 units) and Bldg. 1300 (46 units) for Westgate Resorts, Ltd. Architect: Alma Smailbegovic Orlando, FL WESTGATE LAKES WATERPARK AMENITY $5,933,596.00 May, 2021 Orlando FL (Construction of a Waterpark Amenity Facility and Supporting Infrastructure) for Westgate Resorts, Ltd. Architect: Vanasse Hangen Brustlin, Inc. Orlando, FL URBON AT NONA $8,397,752.00 June, 2021 Lake Nona, FL (Construction of 18 Two to Four Story Wood (Phases 1-4 Site Work) Frame Apartment Bldgs [360 units], 1 Clubhouse/Amenity Area; 1 Maintenance Bldg., 1 Compactor Enclosure; 1 Pavilion and Related Amenities. Offsite work consists of construction of a 2-lane with center median roadway extension, all utilities and 12' Multi-Use Trail). for Brookstone Nona, LLC Architect: Charlan-Brock Associates Maitland, FL Civil Engineer: Kimley-Horn and Associates, Inc. Orlando, FL 3/30/2021 1 128 ROGER B. KENNEDY CONSTRUCTION CURRENT PROJECTS UNDER CONSTRUCTION PROJECT NAME CONTRACT AMOUNT COMPLETION DATE HARTLAND STATION APARTMENTS $18,622,369.00 October, 2021 Atlanta, GA (Construction of 1 - (3) Story, Wood-Frame Apt.Tax Credit Building (131 units) with an integral clubhouse [176,478 gsf] and associated amenities/development of a 6.09 acre site) for Hartland Station LP (Wendover Housing) Architect: Slocum Platts Architects, P.A. Maitland, FL ARYA AT WINDERMERE $21,602,656.00 October, 2021 Ocoee, FL (Construction of (1) Four-Story Wood Frame Apartment Building (148 units), (1) Clubhouse/Amenity Area, (1) Trash Enclosure and Related Amenities) for AWAD Phase I, LLC Architect: Forum Architecture and Interior Design Altamonte Springs, FL THE AVENUE AT OAKLAND $46,918,904.00 December, 2021 Oakland, FL (Construction of Four, 4-story Wood Frame Apartment Buildings (342 units); (1) Clubhouse, Amenities & Pool; (2) 2-story Carriage Buildings; (4) Single Story Garages; (1) Maintenance Building; (1) Trash Compactor Enclosure; (1) Dumpster Enclosure and associated amenities/development of a 16.17 acre site for PFD Longleaf, LLC (Unicorp) Architect: Slocum Platts Architects, P.A. Maitland, FL MONROE LANDINGS APARTMENTS $10,627,259.00 January, 2022 Sanford, FL (Construction of a 60 Unit CMU Apartment Tax Credit Project; Clubhouse and Site Work & Related Amenities)Davis-Bacon Wages for Winchester Place, Ltd. (Wendover Housing) Architect: Slocum Platts Architects, P.A. Maitland, FL THE EDISON AT DAYTONA $39,645,661.00 March, 2022 Daytona Beach, FL (Construction of Four 4-Story wood-frame Apartment Buildings (262 Units); (1) Clubhouse; Amenity Area; Compactor Enclosure; (6) Detached 7 Car Garages) for The Edison Daytona, LLC (Unicorp) Architect: Slocum Platts Architects, P.A. Maitland, FL 3/30/2021 2 129 ROGER B. KENNEDY CONSTRUCTION CURRENT PROJECTS UNDER CONSTRUCTION PROJECT NAME CONTRACT AMOUNT COMPLETION DATE AVILA APARTMENTS $37,187,877.00 May, 2022 Oviedo, FL (Construction of (3) 3-Story Wood-Framed Apt. Buildings [269 units] with Integral Clubhouse; (7) single story Garages; (1) Maintenance Building; (1) Pool Cabana Building and Associated Amenities/Development of a 17.64 Acre Site) for Noma Weststate Acquisition, LLC Architect: Humphreys & Partners Architects Maitland, FL HAWTHORNE PARK APARTMENTS $16,846,763 May, 2022 Orlando, FL (Construction of (1) 4-Story Masonry & Wood- Frame Apartment Building (120 Units); (1) Internal Clubhouse; (1) Trash Enclosure and Related Site Amenities) for Hawthorne Park, Ltd. Architect: Slocum Platts Architects, P.A. Maitland, FL INTEGRA PALMS APARTMENTS $44,463,844.00 June, 2022 Brandon, FL (Construction of (1) Type 1 4-Story wood frame Apartment Bldg. [45 units and retail space]; (1) Type 2 4-story wood frame Apartment Bldg. [171 units, 9 garages, clubhouse]; (1) Type 3 4-Story wood frame Apartment Bldg. [53 units, 6 garages], (2) Type 4 2-Story wood frame buildings [20 units]; (3) Type 5 2-story wood frame buildings [42 units]; (7) 6-bay garages; (1) 6-bay handicap garage; (1) 4-bay maintenance garage; (1) recycle and trash enclosure; (1) mail kiosk and associated amenities/development of a 21.32 acre site) for Integra Palms, LLC Architect: Charlan Brock Associates Maitland, FL O'TOWN BUILDING B APARTMENTS & CLUBHOUSE $60,547,320.00 August, 2022 Orlando, FL (Construction of one 5-Story Precast Parking Garage, one 5-Story Wood Frame Apartment Bldg. (302 units), one Clubhouse, two Restroom Building and 1 Gatehouse, with associated amenities/development of the Project site.) For Glass House Condo, LLC (Unicorp) Architect: Krieger Klatt Architects, Inc. Royal Oak, MI 3/30/2021 3 130 ROGER B. KENNEDY CONSTRUCTION CURRENT PROJECTS UNDER CONSTRUCTION PROJECT NAME CONTRACT AMOUNT COMPLETION DATE THE BENTLEY APARTMENTS $64,000,000.00 January, 2023 Orlando, FL (Construction of a 396 Unit Wood-Framed Apt. Complex, consisting of (6) 4-Story Buildings, Freestanding Clubhouse, Gatehouse, Maintenance Building, Refuse Enclosure and Related Irrigation, Landscape & Hardscape) for Bentley Luxury Living, LLC Architect: Krieger Klatt Architects, Inc. Royal Oak, MI 3/30/2021 4 131 Legal Counsel Information 132 1 Copyright ©2020 Nelson Mullins Riley & Scarborough LLP— Attorneys and Counselors at Law. All rights reserved. For informational purposes only. Past success does not indicate the likelihood of success in any future legal representation. Affordable Housing & Tax Credits Related Practice Areas Banking & Financial Services Bankruptcy, Creditors' Rights & Restructuring Corporate & Securities Economic Development Employment & Labor Environmental Government Relations Litigation Real Estate Real Estate Capital Markets Tax Trusts & Estate Planning White Collar Defense & Government Investigations Related Industries Banking & Financial Services Business Services Construction Consumer Products & Retail Deathcare Education Energy & Utilities Health Insurance Healthcare Hospitality, Leisure & Travel Insurance Helping developers, investors, & management provide families with safe, high- quality affordable housing Whether you are seeking to • develop, construct, rehabilitate, or operate properties for affordable housing or market rate • buy, sell, or invest in single affordable housing assets or portfolios of affordable housing or other interests in project owners and developers • obtain financing provided by LIHTC, NMTC, HTC, housing and 501(c)(3) tax- exempt bonds, SAIL, HOME, SHIP, CDBG, FHLBB, AHF, USDA, HUD, FNMA, Freddie Mac, local grants and loans, and other housing and governmental subsidies • obtain regulatory approvals • raise funds through the new market tax credit program, the use of historic tax credits, or opportunity zone funds our team can help every step of the way. We help clients • Form and structure relationships to accomplish affordable housing transactions • Identify, negotiate, and close the most advantageous equity, grant, and construction and permanent debt financing • Get the best deal they can by understanding and reviewing the numbers and returns behind the deal • Efficiently leverage HUD financing and subsidy programs (including Mixed Finance, HOME, CDBG, Hope VI, RAD, 811, Section 8, 221(d)4), 223(f), 232, 236, LIPHRA, and 202), and navigate HUD processes including the 2530 process and the transfer of physical assets process • Develop housing for specialized groups such as veterans, developmentally disabled, homeless, farmworkers, fishing workers, and the elderly 133 2 Copyright ©2020 Nelson Mullins Riley & Scarborough LLP— Attorneys and Counselors at Law. All rights reserved. For informational purposes only. Past success does not indicate the likelihood of success in any future legal representation. • Submit and review applications for all types of financing • Negotiate equity and debt commitments and financing documentation • Acquire vacant land and existing projects to develop affordable housing • Obtain and coordinate all closing requirements • Understand how affordable housing deals are structured and navigate the processes and programs for a successful closing • Negotiate purchase and sale agreements for existing housing and large portfolios of housing • Work with governmental agencies to obtain regulatory approvals • Acquire and sell interests in entities that own affordable housing • Comply with tax requirements and other applicable laws and regulations • Evaluate affordable housing transactions • Find and negotiate joint ventures with non-profits • Structure assisted living tax credit transactions • Obtain governmental approvals for tax-exempt bond financings • Successfully dovetail layers of subsidies and governmental programs such as the low income housing credit and the historic tax credit • Negotiate and draft development and co-development agreements • Obtain land entitlements and assist with permitting requirements and governmental impact and other fee waivers • Obtain state and local tax exemptions and abatements and payments in lieu of taxes • Assist with the qualified contract process • Address complex financing and tax issues • Prepare transaction documentation • Develop student housing • Negotiate and close new market tax credit deals Deep affordable housing and tax experience from a multidisciplinary team Our Affordable Housing & Tax Credit practice—which has assisted clients in 37 states, as well as Puerto Rico and Guam, in over 29 years of service—was recognized as a 2017 Leading Real Estate Firm by Multi-Housing News. Attorneys in our practice group, which includes an officer of the Florida Coalition of Affordable Housing Providers, are experienced with housing projects across the country in multiple fields, involving a host of federal agencies, such as HUD/FHA, Freddie Mac, Fannie Mae, USDA, and FHLBB. Our attorneys’ areas of experience include: • Tax and affordable housing • State and local government regulation and approvals Manufacturing Pharmaceuticals & Medical Devices Real Estate Sports & Entertainment Technology Transportation 134 3 Copyright ©2020 Nelson Mullins Riley & Scarborough LLP— Attorneys and Counselors at Law. All rights reserved. For informational purposes only. Past success does not indicate the likelihood of success in any future legal representation. Why Nelson Mullins? • Lending and tax exempt bonds • Underwriter, trustee, and issuer representation • New market tax credits, opportunity zones, and EB-5 • All aspects of affordable housing • Tax refunds, land use, and tax credit condominium • Real estate acquisition and disposition • Litigation • Deal-making We should be able to handle all your affordable housing needs, but if we are unable to help, we can refer you to someone who can provide you with what you need. Our clients span all facets of the affordable housing industry • For-profit and not-for-profit developers • Investors • Property managers • Buyers, sellers, and owners • Lenders • Syndicators • Housing authorities • Construction companies • Brokers • New market tax credit business owners • Opportunity Zone Funds Nelson Mullins’ Affordable Housing & Tax Credit team has the right experience to help manage the challenges in your business. • Strong relationships with syndicators, lenders, and governmental agencies • Detailed document review to ensure the significant amount of documentation properly reflects the business deal and reduces your risk • Creation of new structures to meet your needs on any particular project • Relationships with counsel in other states to meet the local law requirements and provide local law opinions • Relationships with accounting firms to coordinate legal and accounting issues • Substantial referral base to help with whatever your project needs 135 4 Copyright ©2020 Nelson Mullins Riley & Scarborough LLP— Attorneys and Counselors at Law. All rights reserved. For informational purposes only. Past success does not indicate the likelihood of success in any future legal representation. • Deep transactional experience • Detailed and organized approach • Reasoned and persistent approach to negotiations • Substantial investment in educating our clients in regard to the important issues • Significant understanding of the economics of the transactions • Negotiation for both short term and long term benefits for our clients • Large footprint of experience in many states Experience Following is a selected sampling of matters and is provided for informational purposes only. Past success does not indicate the likelihood of success in any future matter. • Served as counsel for buyers and sellers of existing affordable housing portfolios valued in excess of $1,000,000,000. • Assisted owners in financing housing totally with tax exempt bond transactions well over $1,000,000,000. • Handled owners’ refinancing of large portfolios to increase cash flow. • Represented buyers of general partner and developer interests. • Worked with state allocating agencies to develop programs to meet owner’s specific needs. • Assisted groups of developers seeking modifications to federal and state tax laws and regulations. • Represented buyers and sellers in connection with well over 100 acquisitions and dispositions of affordable housing properties. • Represented non-profit organization that provides affordable housing for people with special needs in one of the first of its kind and involving 9% low income housing tax credits allocated by Florida Housing Finance Corporation. • Represented a national real estate and management company in the $315 million acquisition and HUD financing for the company’s apartment portfolio. • Advised and represented clients in shopping center to shrimp farm businesses spurring millions of dollars into low income communities. 136 1 Copyright ©2020 Nelson Mullins Riley & Scarborough LLP— Attorneys and Counselors at Law. All rights reserved. For informational purposes only. Past success does not indicate the likelihood of success in any future legal representation. Hollie A. Croft Partner 390 North Orange Avenue Suite 1400 Orlando, FL 32801 T 407.839.4239 F 407.650.0979 hollie.croft@nelsonmullins.com Hollie Croft represents for-profit and nonprofit developers in the development, acquisition, construction, rehabilitation, operation and sale of affordable multifamily housing for families and seniors throughout the United States and Puerto Rico, utilizing a wide range of federal, state and local affordable housing programs. She also represents developers in market rate transactions. Experience Following is a selected sampling of matters and is provided for informational purposes only. Past success does not indicate the likelihood of success in any future matter. Experience Ms. Croft has significant transactional experience representing clients in affordable housing, including: • Low Income Housing Tax Credit (LIHTC) applications, structuring and equity investments • Tax-exempt and taxable bonds • HUD and FHA insured programs and subsidies (including 221(d)(4), 223(f), 232, 202, 236, 811, Section 8, VASH, RAD, LIPHRA, ELIPRHA) and assignments, modifications, renewals, transfers of physical assets (TPA), and modified transfers of physical assets • Joint ventures, including public/private partnerships, nonprofit/for profit partnerships, and preservation funds • Conventional predevelopment, construction and permanent financing Education University of Florida Levin College of Law, JD, honors (2004) University of Florida, Warrington College of Business, MS, Finance (2004) University of Florida, Warrington College of Business, BSBA, Business Administration (2001) Admissions Florida Practice Areas Affordable Housing & Tax Credits Corporate & Securities Opportunity Zones Real Estate Real Estate Capital Markets Industries Real Estate 137 HOLLIE A. CROFT PARTNER 2 Copyright ©2020 Nelson Mullins Riley & Scarborough LLP— Attorneys and Counselors at Law. All rights reserved. For informational purposes only. Past success does not indicate the likelihood of success in any future legal representation. • Federal, state and local loan and subsidy programs (including HOME, CDBG, NSP, SAIL, ELI, SHIP, AHP, and numerous other programs) • Year 15 dispositions of LIHTC properties (including property sales and equity investor exits) • Portfolio sales of LIHTC and other affordable housing properties • Loan defaults and workouts Representative transactions include: • Representation of a national real estate and management company in the $315 million HUD financing for the company’s Florida apartment portfolio. • Representation of a nonprofit organization that provides safe and affordable housing for individuals with special needs, involving 9% low income housing tax credits, tax credit equity, a conventional construction loan, SAIL and SAIL ELI loan and grant funds, and AHP funds. Recognitions The bar rules of some states require that the standards for an attorney’s inclusion in certain public accolades or recognitions be provided. When such accolades or recognitions are listed, a hyperlink is provided that leads to a description of the respective selection methodology. • AV® Preeminent™ Peer Review Rated by Martindale- Hubbell Professional Activities • Member, American Bar Association & Forum Committee on Affordable Housing and Community Development Law; Committee Member, HUD and HUD Programs &Tax Credits and Equity Financing • Member, Orange County Bar Association • Secretary, Director, Executive Committee Member, Coalition of Affordable Housing Providers, Inc. • Past Member (appointed by the Florida Speaker of the House), Florida Legislature’s 2017 Affordable Housing Workgroup 138 HOLLIE A. CROFT PARTNER 3 Copyright ©2020 Nelson Mullins Riley & Scarborough LLP— Attorneys and Counselors at Law. All rights reserved. For informational purposes only. Past success does not indicate the likelihood of success in any future legal representation. Articles & Speeches Events/Speaking Engagements ABA Affordable Housing & Community Development Fall Conference: Advanced LIHTC Financial Projections - Faculty Member (October Friday, 2019) Community • Member, Board of Directors, United Against Poverty Orlando • Past Chair, Orlando Advisory Board, Best Buddies Florida • Member, CREW Orlando 139 1 Copyright ©2020 Nelson Mullins Riley & Scarborough LLP— Attorneys and Counselors at Law. All rights reserved. For informational purposes only. Past success does not indicate the likelihood of success in any future legal representation. Roman Petra Partner 390 North Orange Avenue Suite 1400 Orlando, FL 32801 T 407.839.4247 F 407.254.1209 roman.petra@nelsonmullins.com Roman Petra concentrates his legal practice on commercial real estate transactions, representing developers and funds. The majority of the transactions include sophisticated and complex real estate matters with numerous layers of equity and debt financing. He frequently represents clients who are raising capital through private placements. Mr. Petra advises clients on different facets of commercial real estate transactions, from raising capital to tax matters, including acquisition, construction, development, disposition (single asset and portfolio), financing, management, and zoning matters. He is also well versed in alternative capital formation options, including private investments, crowdfunding, online platforms, and Regulation A+. Petra has earned his CRE® designation, one of the highest recognitions in the real estate professionals industry. In 2013, he received the national Certified Commercial Investment Member (CCIM) designation from the CCIM Institute. He is a graduate of the CCIM’s 2014 Jay W. Levine Leadership Development Academy. He also holds a real estate license as a broker-associate and is a licensed Florida real estate instructor and a Florida Realtor® faculty member. Experience Following is a selected sampling of matters and is provided for informational purposes only. Past success does not indicate the likelihood of success in any future matter. • Counsels clients seeking to create and raise capital through Qualified Opportunity Funds per the recently-enacted Opportunity Zone program Education Georgetown University Law Center, LLM, Taxation (2003) University of Miami School of Law, LLM, Real Property Development (2000) Valparaiso University School of Law, JD, cum laude (1999) Illinois College, BA, summa cum laude (1996) Admissions District of Columbia Florida Illinois Missouri U.S. District Court for the Middle District of Florida U.S. District Court for the Northern District of Florida U.S. District Court for the Southern District of Florida Supreme Court of the United States Practice Areas 140 ROMAN PETRA PARTNER 2 Copyright ©2020 Nelson Mullins Riley & Scarborough LLP— Attorneys and Counselors at Law. All rights reserved. For informational purposes only. Past success does not indicate the likelihood of success in any future legal representation. • Drafts and reviews purchase and sales agreements (PSAs) and complex leases for either undeveloped land, or income producing assets, of either single-tenant, or multi-tenant facilities • Attends to matters regarding title insurance, survey and property rights (e.g., easements, rights-of-way, licenses) • Prepares and negotiates various agreements and performs the necessary due diligence to maximize the benefits for clients • Reviews and advises on various construction matters, from contracts (fixed price/lump sum and cost plus) to construction lien and bond disputes • Plans and structures tax-free exchanges (1031) of like-kind property used either in trade or business, or held for investment, from real estate (i.e., tangible and development rights) to intangible assets (i.e., PSA); transactions include deferred forward and reverse exchanges • Advises on regulatory requirements that affect real estate transactions, from capital reserve requirements to the Community Reinvestment Act (CRA) • Regularly provides counsel to his clients on confidentiality agreements, joint ventures (JV), development agreements, entity selection, licensing, organizational structuring, non- disclosure agreements, ownership, and securities • Prepares formations Recognitions The bar rules of some states require that the standards for an attorney’s inclusion in certain public accolades or recognitions be provided. When such accolades or recognitions are listed, a hyperlink is provided that leads to a description of the respective selection methodology. • AV® Preeminent™ Peer Review Rated by Martindale- Hubbell • Florida Legal Elite by Florida Trend magazine (2015-2016) • Listed in the Bond Buyer’s Municipal Marketplace, a Red Book Directory Professional Activities • National Association of Realtors • Orlando Regional Realtor Association Affordable Housing & Tax Credits Banking & Financial Services Blockchain & Digital Currency Opportunity Zones Private Equity Public Finance Real Estate Real Estate Capital Markets Industries Banking & Financial Services Real Estate Technology 141 ROMAN PETRA PARTNER 3 Copyright ©2020 Nelson Mullins Riley & Scarborough LLP— Attorneys and Counselors at Law. All rights reserved. For informational purposes only. Past success does not indicate the likelihood of success in any future legal representation. Articles & Speeches Insights The U.S. Commercial Real Estate Market Remains Strong Despite Global Economic Concerns, National Real Estate Investor - Author (September 19, 2019) Events/Speaking Engagements I-4 Commercial Corridor Conference - Moderator (June 28, 2019) 2019 CCIM Florida Chapter Mid-Year Commercial Real Estate Update - Moderator (May 9, 2019) Alligood, Petra, and Rich Form Panel at 2019 Florida Rural Economic Development Summit - Co-Panelist (February 11, 2019) Opportunity Zone Information Session: Update on Opportunity Zones - Panelist (January 17, 2019) Roman Petra Participates in Opportunity Zones Panel at Texas Affordable Housing Conference - Panelist (July 24, 2018) • Central Florida Real Estate Council 142 Property Management Company Information 143 Royal American Management Royal American Management, Inc., is a part of Royal American Companies and is based in Panama City, Florida, with regional offices in multiple locations throughout the Southeastern United States. RAM’s mission is to shape lives by creating superior housing, embracing and investing in communities, and cultivating innovative management methods that add value to the properties we manage. This has been true since the company’s inception. RAM has been in business for 48 years and has extensive experience in marketing, managing, and maintaining apartment properties, and has mastered the ability to balance the goals of ownership with the expectations of the residents. As a Property Manager, our objective is to enhance our clients' investment values. RAM has been awarded the prestigious Accredited Management Organization (AMO®) designation as conveyed by the Institute of Real Estate Management of the National Association of Realtors and received the IREM North Florida Chapter #35 AMO® of the Year Award seven times. Currently, RAM is number 20 on the National Affordable Housing Management Association's Affordable 100 list. Currently, RAM manages a large portfolio in the United States and the U.S. Virgin Islands, including nearly 250 properties, and more than 20,000 units, with a steady yearly growth rate. In addition to managing residential units, RAM’s Commercial Division actively manages office buildings and retail facilities in Florida. Royal American Management has extensive experience in all types of multifamily property management including Conventional, Luxury, LIHTC, RD, and HUD multifamily communities, detached home communities, senior affordable, congregate living communities, homeless, and intellectually/developmentally disabled communities. RAM has managed all four of the 144 affordable LIHTC IDD properties in the state of Florida. RAM also has vast experience with affordable housing finance programs including Section 8, Bond, HOME, SAIL, Hope VI and ALF. Royal American Management has been selected to be the managing agent for numerous Federal and State agencies due to a continuous standard of excellence, including Florida Housing. Together with its technical experience in operating a portfolio containing a wide variety of properties, RAM is recognized as a leader throughout the industry. Through the diversity of its residential portfolio, RAM has actual hands-on experience and a clear understanding of the physical, economic, social, and security conditions related to each type of property. RAM has successfully handled situations involving hazards to the health and safety of community residents and/or the general public. Royal American Management has had specific, successful experience in understanding and dealing with the requirements of residents with special needs, community location, resident selection, apartment occupancy, facility maintenance, criminal activity, major drug trafficking problems, and/or overall management, in general. Given its present and past portfolios, RAM has encountered and successfully handled practically every imaginable property management situation and has done so fairly, with corporate honesty and integrity. 145 Royal American Management – 246 Properties; 19,487 Units *** = Senior Properties Site Name/Location # of Units # of LIHTC Units Financing Type Dates Managed Texas – 1 Property, 102 Units Chapman Crossing 14741 Chapman Woods Crossing Houston, TX 77044 102 102 Tax Credit 60% AMI HOME 7/1/2018 To Present St. Croix US Virgin Islands – 2 Property, 72 Units Anna’s Hope 4139 Anna’s Hope Villas Christiansted, USVI 00820 38 38 Tax Credit 60% AMI 6/01/2019 To Present Sugar Mill Villas 295 Estate Barren Spot Kingshill, USVI 00850 34 34 Tax Credit 60% AMI 6/24/2015 To Present St. John US Virgin Islands- 2 Properties, 120 Units Bellevue Village Apartments P.O Box 8303 St. John, USVI 00802 72 72 Tax Credit 60% AMI 1/01/2019 To Present Calabash Boom Apartments P.O Box 8303 St. John, USVI 00802 48 48 Tax Credit 60% AMI 1/01/2019 To Present St. Thomas US Virgin Islands- 6 Properties, 377 Units Amalie Terrace 1401 Hospital Grounds St. Thomas, USVI 00802 54 54 Tax Credit 60% AMI 5/15/2019 To Present Grandview Phase I & Altona 4100 Estate Donoe St. St. Thomas, USVI 00802 62 62 Tax Credit 60% AMI 2/01/2020 To Present Grandview Phase II 4100 Estate Donoe St. St. Thomase, USVI 00802 18 18 Tax Credit 60% AMI 2/01/2020 To Present Lovenlund Apartments Phase I #3 Estate Lovenlund St. Thomas, USVI 00802 99 99 Tax Credit 60% AMI 1/01/2019 To Present Lovenlund Apartments Phase II #3 Estate Lovenlund St. Thomas, USVI 00802 96 96 Tax Credit 60% AMI 1/01/2019 To Present Magen’s Junction I 6051 Magens Junction St. Thomas, USVI 00802 48 48 Tax Credit 60% AMI 6/1/2019 To Present Tennessee – 1 Property, 108 Units Surrey Apartments 3789 Andreas Drive Memphis, TN 38128 108 0 HUD Section 8 12/01/2013 To Present 146 Alabama – 9 Properties, 366 Units Abbewood Apts. 402 1/2 Dothan Road Abbeville, AL 36310 32 0 RD 515 1984 To Present Conecuh Bluffs Apartments 130 Bluff Circle Union Springs, AL 36089 40 0 RHS 515 With Rental Assistance 1986 To Present Glendale Apartments 100 Glendale Circle Foley, AL 36535 40 0 RD 515 1985 To Present Hallmark at Mobile 1066 Cody Road North Mobile, AL 36608 92 92 Tax Credit 60% AMI 11/2/2015 To Present Lakeridge 110 Old Dale Road Eufaula, AL 36027 30 30 RD 515 Housing Credit Tax Credit 1991 To Present Rocky Ridge Apartments 420 Rockaway Creek Road Atmore, AL 36502 24 0 RD 515 1985 To Present Sawgrass Apartments 24070 Canal Road Orange Beach, AL 36561 32 32 RD 515 Housing Credit Tax Credit 60% AMI 1993 To Present Villas of Lakeridge *** 160 Old Dale Road Eufaula, AL 36027 18 18 RD Elderly 515 With Rental Assistance Tax Credit 60% AMI 1991 To Present West Meadow I & II 911 West Meadow Avenue Geneva, AL 36340 26/32 0 RD Phase I: 515 Phase II: 515 with Housing Assistance 1983 / 1988 To Present South Carolina – 1 Properties, 72 Units Manor York Apartments 1122 Manor Drive Rock Hill, SC 29730 72 57 Tax Credit 60% AMI Market 01/2015 To Present Georgia – 23 Properties, 1,778 Units Antioch Manor *** 4711 Bishop Ming Blvd Stone Mountain, GA 30088 120 96 Tax Credit 60% AMI HOME 2004 To 2011 2011 To Present Brook Forest Apartments 2009 S. Court Street Quitman, GA 31643 32 0 RD 1986 To Present Enota Village Apartments 55 Enota Village Drive Young Harris, GA 30582 60 47 Tax Credit 60% AMI HOME Market 1/1/2016 To Present Galleria Manor *** 2731 Woodland Terrace Smyrna, GA 30080 88 79 Tax Credit 60% AMI Market 1/1/2016 To Present Grier Manor *** 391 Old Griffen Road McDonough, GA 30253 64 51 Tax Credit 60% AMI Market 1/1/2016 To Present 147 Highland Manor *** 198 North Corners Parkway Cumming, GA 30040 96 96 Tax Credit 60% AMI 1/1/2016 To Present Kingston Gardens 4416 Mumford Road Macon, GA 31204 100 100 HUD Tax Credit 8/15/2018 To Present Lakeside Villa Apartments 387 Broad Street Hawkinsville, GA 31036 32 0 RD 515 1986 To Present Liberty Place (Royal Oaks) 939 Pineland Ave Hinesville, GA 31313 72 72 Tax Credit 60% AMI 8 Units HUD 811 4/1/2016 To Present Montgomery Landing 714 West 5th Street Savannah, GA 31405 144 115 Tax Credit 60% AMI Market 01/15 To Present Nantahala Village 33 Nantahala Lane Blairsville, GA 30512 56 56 Tax Credit 60% AMI HOME 1/1/2016 To Present Pineland Apartments 707 26th Avenue S.E. Moultrie, GA 31768 40 0 RD 515 1982 To Present Pines by the Creek 60 Herry Road Newnan, GA 30263 96 76 Tax Credit 60% AMI HOME Market 1/1/2016 To Present Rivers Apartments 1105 Lake Drive Bainbridge, GA 39817 114 114 HUD Section 8 Tax Credit 1982 To Present Rollingwood Place 400 Mendel Road Thomson, GA 30824 72 72 Tax Credit 60% AMI 3/15/2018 To Present Shoal Creek *** 120 LG Griffin Road Locust Grove, GA 30248 66 66 Tax Credit 60% AMI HOME 1/1/2016 To Present Stone Ridge 4560 Fairmount Hwy SE Calhoun, GA 30701 64 64 Tax Credit 60% AMI Market 6/1/2018 To Present The Enclave at Depot Park 2726 S. Main Street Kennesaw, GA 30144 78 78 Tax Credit 60% AMI Market 3/01/2020 To Present Ventnor Park 747 GA HWY 128 West Roberta, GA 31078 40 0 HOME 7/23/2018 To Present Vista Ridge 160 Marsen Knob Drive Rabun Gap, GA 30568 64 57 Tax Credit 60% AMI 1/1/2016 To Present Whispering Oaks 100 Whispering Oaks Dr. Brunswick, GA 31520 72 72 Tax Credit 60% AMI 10/1/2019 To Present Wild Pines Apartments 600 Sands Drive Albany, GA 31705 160 0 HUD Section 8 1982 To Present Wildridge Apartments 1950 S. Hwy 301 #801 Jesup, GA 31546 48 48 RD Tax Credit 60% AMI 515 With Rental Assistance 1991 To Present 148 North Carolina – 1 Properties, 80 Units Evergreen Landing Apts. 2510 Loblolly Pine Dr. Gastonia, NC 28054 80 80 Tax Credit 60% AMI 5/1/2008 To Present Florida – 200 Properties, 16,412 Units Addison Place Apts. 900 Addison Place Drive Crestview, FL 32536 160 160 Tax Credit 60% AMI 2005 To Present Aida Palms 140 Aida Street Lakeland, FL 33805 96 96 Tax Credit 60% AMI 11/16/2016 To Present Alabaster Gardens *** 929 Massachusetts Ave Pensacola, FL 32505 147 147 Tax Credit 60% AMI 6/21/2016 To Present Alachua Apartments 13605 NW CR 235 P. O. Box 1149 Alachua, FL 32616-1149 70 0 HUD 1984 To Present Ambar Key Phase I & II 241 NE Place #105 Florida City, FL 33034 155/94 155/94 Tax Credit 60% AMI 3/1/2017 To Present Arc Village 3675 Kirbo Way Jacksonville, FL 32224 (Developmentally Disabled Community) 122 122 Tax Credit 60% AMI 1/1/2016 To Present Bell Ridge II Apartments 4933 Bell Ridge Lane Pace, FL 32571 48 48 Tax Credit 60% AMI MMRB RRLP 2/15/2020 To Present Bent Creek Apts I & II 209 Bent Creek Road Crestview, FL 32539 36/24 0 RD 1985 / 1990 To Present Biscayne Court *** 5211 NW 17th Ave. Miami, FL 60 60 Tax Credit 60% AMI 08/01/09 To Present Blue Water Apts 100 Burton Drive Tavernier, FL 33070 36 36 Tax Credit 60% AMI 10/2011 To Present Boca Club Apartments 3114 C.R. Smith Street Orlando, FL 32805 216 0 Market Home 01/2015 To Present Bonita Cove 5715 NW 2nd Avenue Miami, FL 33127 60 60 TCEP RFP HOME Tax Credit 08/15/11 To Present Briarwood Phase I & II 4495 Shelfer Rd. Tallahassee, FL 32305 92/63 0 HUD Section 8 1984 To Present Brookmeade Villas *** 102 Noble Circle Crestview, FL 32539 32 32 RD 515 Tax Credit 60% AMI 1995 To Present Burlington Place 3155 Burlington Avenue St. Petersburg, FL 33713 53 53 Tax Credit 60% AMI 12/1/2016 To Present 149 Burlington Post *** 3155 Burlington Avenue St. Petersburg, FL 33713 86 86 Tax Credit 60% AMI 2/1/2018 To Present Callahan Oaks 659 West Jeffferson Street Orlando, FL 32801 40 12 Tax Credit Market Home 01/2015 To Present Camellia Gardens 901 Freedom Road, #701 Century, FL 32535 32 32 RD 515 Tax Credits 60% AMI 1995 To Present Caroline Arms Apts 6457 Fort Caroline Road Jacksonville, FL 32277 204 204 HUD Section 8 Tax Credit Rehab 03/2012 To Present Casa Del Mar Apartments 1575 A-1-A South St. Augustine, FL 32080 44 0 HUD Section 8 1976 To Present Casa Matias 14340 SW 260th Street Naranja, FL 33032 (Homeless) 80 80 HUD Tax Credit 60% AMI HOME 12/14/2011 To Present Century Park 121 Second Street Century, FL 32535 50 50 Tax Credit 60% AMI HOME 8/1/2017 To Present Century Woods Apartments 20 West Highway 4 Century, FL 32535 36 0 RHS HUD Section 8 RD 515 1984 To Present Christine Cove Apartments *** 3730 Soutel Drive Jacksonville, FL 32208 96 96 Tax Credit 60% AMI Local Bonds SAIL 2/15/2020 To Present Circle Creek Apts 26000 SW 144th Avenue Homestead, FL 33032 100 100 Tax Credit 60% AMI HOME 07/08/2013 To Present City Crossings Apts. 230,240, & 250 SW 12th Street Miami, FL 33130 103 103 Tax Credit 60% AMI 12/01/14 To Present City Heights *** 145 SW 8th Street Miami, FL 33130 98 98 Tax Credit 60% AMI 11/15/2013 To Present City Vista 501 Hammondville Road Pompano Beach, FL 33060 111 107 Tax Credit 60% AMI HOME 11/1/2017 To Present Civic Towers Civic Towers Senior *** 1855 NW 15th Avenue Miami, FL 33125 196 151 196 151 HUD Tax Credit Rehab 60% AMI 11/1/2017 To Present Clay Springs Apartments 101 Joey Drive, Box 1201 Green Cove Springs, FL 32043 51 51 RD 515 Tax Credits 60% AMI 1978 To Present Clearlake Isles *** 1546 Clearlake Road, Suite 1 Cocoa, FL 32922 84 84 Tax Credit 60% AMI 12/1/2016 To Present Cocoa Sunrise Terrace 828 Stone Street Cocoa, FL 32922 183 183 HUD Tax Credit RAD Conversion 8/15/2019 To Present Coconut Grove 3160 Mundy Street Miami, FL 33133 24 0 HUD Section 8 1984 To Present 150 College I & II 2305 Hudson Avenue Palatka, FL 32177 94/14 0 HUD Section 8 515 1972 / 1982 To Present Coral Bay Cove 25851 S. Dixie Hwy Miami, FL 33032 224 224 Tax Credit 60% AMI 4/29/2019 To Present Cottondale Village 4052 Old Cottondale Rd. Marianna, FL 32448 82 82 RD 515 HUD Section 8 Tax Credits 60% AMI 1979 / 1982 To Present Country Oaks Apartments 14316 Dake Lane Tampa, FL 33613 148 148 HUD Section 8 Tax Credit 60% AMI 1983 To Present Country Walk Apartments 252 Maxwell Drive Wauchula, FL 33873 64 64 Tax Credit 60% AMI MMRB RRLP 2/15/2020 To Present Crespi Park Apartments 7900 Crespi Blvd Miami Beach, FL 33141 16 16 Tax Credit 60% AMI 10/01/2018 To Present Crestview Phase I & II *** 1450 Coremo Drive Crestview, FL 32539 40/24 0 RD 515 1988 / 1989 To Present Crown Point Apartments 300 Victory Lane Ocoee, FL 34761 34 0 RD 515 1985 To Present Crystalwood Apartments 1935 Crystal Grove Drive Lakeland, FL 33801 64 0 HUD Section 8 1982 To Present Dixie Grove Apartments 1901 Watauga Avenue Orlando, FL 32812 44 0 HUD Section 8 1983 To Present East Lake Apartments 248 East Collins Street Umatilla, FL 32784 42 0 RD 515 With some rental assistance 1986 To Present Eastpoint Apartments 45 Begonia Street Eastpoint, FL 32328 30 30 RD 515 Housing Credit with Rental Assistance Tax Credit 60% AMI 1993 To Present Edgewood Apartments 3325 West 23rd Street Panama City, FL 32405 94 94 HUD Section 8 Tax Credit 60% AMI 1973 To Present Edificio Camacho *** 126 8th Street Miami Beach, FL 33139 24 0 HOME 1/15/2019 To Present Fairfield Manor *** 3390 W. Park Place Pensacola, FL 92 92 Tax Credit 60% AMI 06/01/14 To Present Fernwood Apartments 935 Pennsylvania Ave Miami Beach, FL 33139 (HOPWA) 18 0 HUD HOME 1/15/2019 To Present Forest Edge 2271 Weston Lane #H Orlando, FL 32810 48 48 Tax Credit 60% AMI SAIL 01/2015 To Present 151 Forest Ridge *** 2757 N. Forest Ridge Blvd Hernando, FL 3442 119 119 Tax Credit 60% AMI 6/1/15 To Present Gardenia Gardens 1727 NE 8th Avenue Gainesville, FL 32641 100 100 HUD Tax Credit 60% AMI 10-1-2015 To Present Gateway Apts. 155 NW 14th Street Suite A-15 Florida City, FL 33034 57 0 HUD Section 8 1962 To Present Gateway of St. Joe 905 Clifford Sims Drive Port St. Joe, FL 32456 50 0 HOME 2/14/2017 To Present Gatewood Apartments 7100 Noel Road Panama City, FL 32404 37 0 RD 515 1988 To Present Georgia Ayers Apts. 13280 Port Said Road Opa Locka, FL 33054 72 72 Tax Credit 60% AMI MMRB 10/2012 To Present Gibson Plaza *** 3160 Mundy Street Miami, FL 33133 65 0 HUD Section 8 1982 To Present Golden Oaks 7701 Acorn Woods Circle Winter Park, FL 32792 96 96 Tax Credit 60% AMI HOME 01/2015 To Present Golfview Gardens Apartments *** 7300 NW 30th Place Sunrise, FL 33313 160 160 Tax Credit 60% AMI Local Bonds SAIL 2/15/2020 To Present Goodbread Hills 950 Edgehill Circle Tallahassee, FL 32303 93 93 Hope VI Tax Credits 60% AMI 2006 To Present Goulds Apts. 10000 SW 173rd Terrace Miami, FL 33157 48 0 HUD Section 8 1979 To Present Graceland Manor Apartments 5445 Brown Street Graceville, FL 32440 50 50 RD HUD Section 8 515 Tax Credit 60% AMI HOME 1980 To Present Gran Via *** 12700 SW 8th Street Miami, FL 33184104 104 104 Self-Imposed Tax Credit 03/15/2014 To Present Grand Palms *** 1715 14th Street West Bradenton, FL 34205 72 72 Tax Credit 60% AMI 9/1/2017 To Present Greenbriar Villa Apartments 1550 Greenbriar Villa Circle Brooksville, FL 34601 40 0 RD 515 1987 To Present Greenville Pointe Apts. 192 NW Greenville Point Trail Greenville, FL 32331 32 32 RD 515 Housing Credit With Rental Assistance Tax Credit 1993 To Present Grove at Sweetwater Preserve 225 SE 19th Place Gainesville, FL 32641 96 96 HUD Section 8 Tax Credit 60% AMI Rehab 2/17/2020 To Present 152 Harbour Place Apartments 9742 Harbour Place Pensacola, FL 32506 68 0 HUD Section 8 1982 To Present Heritage Apartments 315 South 19th Street Defuniak Springs, FL 32435 50 0 RD HUD Section 8 515 1992 To Present Heritage Villas of Apalach 315 24th Avenue Apalachicola, FL 32320 23 23 RD 515 Housing Credit With Rental Assistance Tax Credit 1992 To Present Hidden Cove 4900 South Rio Grande Avenue Orlando, FL 32839 128 0 Market Home 01/2015 To Present Hilltop Landing 37611 Colina Street Dade City, FL 33523 69 69 HUD Tax Credit 60% AMI HOME BONDS 10-1-2015 To Present Hilltop Apartments 159 S. W. Safari St. Madison, FL 32340 72 0 HUD Section 8 515 1980 To Present Hollowbrook 5465 Curry Ford Road Orlando, FL 32812 144 0 Market HOME Ship 01/2015 To Present Holly Point Apartments 1000 15th Street Holly Hill, FL 32117 126 126 HUD Section 8 Tax Credit 60% AMI 1979 To Present Hunters Run Apartments 2600 S. W. Williston Road Gainesville, FL 32608 184 0 Market 1987 To Present Ingram Terrace 2170 NW 183rd Street Miami, FL 33056 40 0 HUD Section 8 1971 To Present Jefferson Apartments *** 542 Jefferson Ave Miami Beach, 33139 27 0 HOME 1/15/2019 To Present Journet Place *** 8356 Journet Blvd. New Port Richey, FL 34688 108 108 Tax Credit 60% AMI MMRB O6/2011 To Present Keys Crossing 14301 SW 258th Lane Homestead, FL 33032 100 100 Tax Credit 60% AMI 10/3/2016 To Present Labre Place 350 NW 4th Street Miami, FL 33128 90 90 Tax Credit 60% AMI 50 Homeless 40 Family 08/01/11 To Present Lake Butler 1005 S.W. Sixth Street Lake Butler, FL 32054 48 0 RD HUD Section 8 515 1981 To Present Lakeside Towers 7555 S.W. 152nd Avenue Miami, FL 33193 384 0 HUD Section 8 1987 To Present Lakewood Apartments I & II *** 1198 SW Anniston Circle Lake City, FL 32025 36/32 0 RD 515 With Assistance 1981 / 1988 To Present 153 Leisure Villas 28701 SW 153 Avenue Homestead, FL 33033 30 30 Tax Credits 60% AMI 12/2013 To Present Little Havana *** 1759 SW 5th St Miami, FL 33135 75 0 HUD Section 8 1979 To Present Little Oaks Apartments 300 West Atwater Eustis, FL 32726 68 68 HUD 100 % Tax Credit 60% AMI 70 units Home 32 Low Home 38 High Home 1996 To Present Madison Apartments 259 Washington Ave Miami Beach, FL 33139 17 0 HOME 10/01/2018 To Present Magnolia Crossing 4312 Magnolia Crossing Circle Pace, FL 32571 56 56 Tax Credits 60% AMI MMRB RRLP 2/15/2020 To Present Magnolia Place *** 6715 Congress Street New Port Richey, FL 34653 80 80 Tax Credit 60% AMI 07/01/13 To Present Maitland Oaks 8339 Pembrook Villas Circle Orlando, FL 32810 100 0 Market HOME Bonds 01/2015 To Present Malibu Gardens Apts. 13850 SW 268 Street Miami, FL 33032 259 259 Tax Credit 60% AMI HOME 06/27/2013 To Present Marianna Gardens Apts (Three Rivers Apartments) 3070 Carters Mill Marianna, FL 32446 100 100 HUD Section 8 Tax Credit Sail MMRB 3/6/15 To Present Mayfair Village 3539 Beach Blvd Jacksonville, FL 32207 (Homeless) 83 83 Tax Credit 60% AMI HOME 5/1/2016 To Present Meridian Place *** 530 Meridian Miami Beach, FL 33139 (Homeless) 34 34 HOME 1/15/2019 To Present Miami Garden Apts. Office 2170 NW 183rd Street Miami, FL 33056 45 0 HUD Section 8 1980 To Present 530/532 Michigan Apartments *** 530 Michigan Ave Miami Beach, FL 33139 27 0 HOME 1/15/2019 To Present Milton Manor III 145 SW 7th Street #111 Homestead, FL 33030 60 0 HUD Section 8 1978 To Present Mission Hills Apartments 2425 Mission Road Tallahassee, FL 32304 112 0 HUD Section 8 1979 To Present Modello Homes 15370 SW 282nd Street Homestead, FL 33030 100 75 Tax Credit 60% AMI 25 Units PBV 06/2016 To Present 154 Murray Hill Apartments 1655 Lime Street Fernandina Bch, FL 32034 35 0 RD 515 Housing Credit with Rental Assistance 1984 To Present New South Bay Villas 845 Palm Beach Road South Bay, FL 33493 131 131 Tax Credit 60% AMI MMRB 8/1/2017 To Present Northwood Apartments 307 East Ohio Avenue Macclenny, FL 32063 52 0 HUD Section 8 1981 To Present Oakdale Apts. 226 North First Street Defuniak Springs, FL 32433 48 48 HUD Section 8 Tax Credit HOME 1974 To Present Oakland Terrace 887 Franklin St Jacksonville, FL 32206 60 60 HUD Tax Credit Rehab 60% AMI 5/1/2016 To Present Oak Tree Apts. 1701 Lakeshore Blvd. Jacksonville, FL 32210 162 0 HUD Section 8 1979 To Present Orangewood Apartments 801 South Water Street Starke, FL 32091 46 0 RD HUD Section 8 515 1982 To Present Palafox Landing 7220 North Palafox Street Pensacola, FL 32503 96 96 Tax Credit 60% AMI TCEP/TCAP HOME 2/15/2020 To Present Palm Grove Gardens 3944 W.D. Judge Drive Orlando, FL 32808 142 0 HUD Section 8 01/15 To Present Palmetto Apartments 1561 Blountstown Street Tallahassee, FL 32304 52 0 HUD Section 8 1980 To Present Palmetto Ridge 1202 Prairie Lane Titusville, FL 32780 192 192 Tax Credit 60% AMI MMRB 01/01/2014 To Present Pana Villa Apartments 1802 Flower Avenue Panama City, FL 32405 72 72 HUD Section 8 Tax Credit HOME 1971 To Present Panama Commons 1001 Sherman Ave Panama City, FL 32401 92 92 Tax Credit Sail TCEP 2009 To Present Paradise Pointe *** 4 N. Blackwater Lane Key Largo, FL33037 42 42 HUD Tax Credit 60% AMI 8/1/16 To Present Park Lake Apartments 8201 SW 152 Ave Circle Miami, FL 33128 82 82 Tax Credit 60% AMI 12/2011 To Present Park Towers *** 390 NW 2nd Street Miami, FL 33128 144 0 HUD Section 8 2007 To Present Parramore Oaks 750 S Parramore Avenue Orlando, FL 32805 120 120 Tax Credit 60% AMI 4/1/2019 To Present Pelican Pointe 10320 Clarence Street Panama City Beach, FL 32407 78 78 Tax Credit 60% AMI Sail MMRB 9/15/2017 To Present 155 1551 Pennsylvania Apartments 1551 Pennsylvania Ave Miami Beach, FL 33139 20 0 HOME 1/15/2019 To Present Perrine Rainbow 155 NW 14th Street A-15 Florida City, FL 33034 64 0 HUD Section 8 1976 To Present Pineda Village 459 Pineda St. Cocoa, FL 32922 144 144 HUD Tax Credit RAD Conversion 3/15/2019 To Present Pine Meadow Apts. 7025 West University Avenue Gainesville, FL 32607 78 78 HUD Tax credit HOME MMRB 1982 To Present Prairie Oaks Apartments 1050 S.W. First Drive Chiefland, FL 32626 54 0 HUD Section 8 1981 To Present Quail Run Apts. 315 So. 19th Defuniak Springs, FL 32435 32 0 RD Quarry I & II 0 Betty Rose Drive Key West, FL 33040 96/112 96/112 Tax Credit 60% AMI SAIL 2/1/2019 To Present Quest Village 12799 Robin Cheney Way Orlando, FL 32328 (Developmentally Disabled Community) 48 48 Tax Credit 60% AMI Sail 9/1/2017 To Present Quiet Waters *** 306 SW 10th Street Belle Glade, FL 33430 93 93 Tax Credit 60% AMI Sail HUD Vouchers 09/13/09 To Present Renaissance Village 3140 Franklin St Jacksonville, FL 32206 (Homeless) 52 52 Tax Credit 60% AMI HOME 5/1/2016 To Present Reserve at Kanapaha I & II 4440 S.W. Archer Road Gainesville, FL 32608 416 52 Bond – 4% Credits HUD Guaranteed Loan 20% @ 50% Market Rate 1998 To Present Reserve at Northshore 2101 West Hwy 390 Lynn Haven, FL 32444 200 41 Bond – 4% Credits HUD Guaranteed Loan 20% @ 50% 1999 To Present Richard Allen Gardens 659 West Jefferson Street Orlando, FL 32801 30 0 HOME 01/2015 To Present Ridge at Mt. Dora 3000 Lake Center Drive Mt. Dora, FL 32757 44 0 RD 515 With 10 Rental Assistance 1986 To Present Ridge View Apartments 880 S.E. 8th Avenue Crystal River, FL 34429 44 0 RD 515 1988 To Present Riverside Apts. *** 950 SW 1st Street Miami, FL 33130 75 0 HUD Section 8 1981 To Present Royal Palm Gardens 2909 Blount Street Fort Myers, FL 33916 80 80 HUD Section 8 Tax Credit Rehab 1/17/2020 To Present 156 Sand Dunes Apartments 8011 Front Beach Rd. Panama City Bch., FL 32407 104 104 HUD Tax Credit HOME MMRB 1982 To Present San Juan *** 2950 San Juan Circle Kissimmee, FL 34746 112 112 Tax Credit 60% AMI 10/1/2016 To Present Senator Villas *** 8915 SW 40th Street Miami, FL 33165 23 23 Self-Imposed Tax Credit 3/1/2019 To Present Shelbourne Apartments 710 Jefferson St. Miami Beach, FL 33139 (HOPWA) 24 0 HUD 1/15/2019 To Present Sherwood Oaks Apartments 13605 NW CR 235 Alachua, FL 32616 54 0 HUD Conventional Financing 1981 To Present Silver Creek 11855 SW 216th St. Goulds, FL 33170 90 90 Tax Credit 60% AMI 10/1/2019 To Present Singer Plaza *** 1310 NW 16th St. Miami, FL 33125 100 0 HUD Section 8 1981 To Present Southern Anchor 15300 SW 123 Ave Miami, FL 33177 72 0 Market Rate 12/2011 To Present Southern Villas of Apalachicola 401 24th Avenue Apalachicola, FL 32320 36 0 RD 515 with Rental Assistance 1983 To Present Southern Villas of Starke 1001 Southern Villas Drive Starke, FL 32091 36 0 RD 515 With Rental Assistance 1982 To Present St. John Plaza 1301 NW 3rd Avenue Miami, FL 33136 90 90 Tax Credit 60% AMI 7/1/2018 To Present St. Martins Place 1128 NW 7th Avenue Miami, FL 33136 (Homeless) 94 94 Tax Credit 60% AMI HOME 4/1/2015 To Present Stanford Pointe I 2401 Stanford Road Panama City, FL 32405 112 0 221 D4 Market Rate 1988 To Present Sulzbacher Village 5455 Springfield Boulevard Jacksonville, FL 32208 (Center for women and children) 70 70 Tax Credit 60% AMI Homeless 12/12/2017 To Present Sunrise Commons 26600 SW 146th Court Homestead, FL 33032 106 106 Tax Credit 60% AMI 08/01/09 To Present Sutton Creek Apartments 16978 N.W. Mayo Street Blountstown, FL 32424 50 0 HUD RD Section 8 / 515 1980 To Present Timbers Apartments 231 NE 97th Street Cross City, FL 32628 32 0 RD 515 With Rental Assistance 1993 To Present 157 The Allen Apartments *** 2001 Washington Ave Miami Beach, FL 33139 39 0 HOME 1/15/2019 To Present The Anchorage Apartments 2320 NW 62nd Street Miami, FL 33147 22 22 Tax Credit 60% AMI MMRB 2/15/2020 To Present The Apartments at Isles of Porta Vista 3936 Pomodoro Circle Cape Coral, FL 33909 128 0 Market 2/01/2020 To Present The Beacon Apartments 1000 NW 1st Ave Miami, FL 33136 90 90 Tax Credit 60% AMI 2/15/2020 To Present The Jasmine *** 100 SW 22nd Avenue Miami, FL 33135 96 96 Tax Credit 60% AMI 4/1/2019 To Present The Palms at Vero Beach 1210 4th Terrace Vero Beach, FL 32960 259 259 Tax Credit 60% AMI 11/01/2018 To Present The Park at Palm Bay 1200 Hadley Circle Palm Bay, FL 32909 234 234 Tax Credit 60% AMI 11/01/2018 To Present Treetop Apartments 6355 Morse Avenue Jacksonville, FL 32244 172 0 HUD Section 8 1978 To Present Trenton Apartments I & II 718 N.E. 7th Place # 905 Trenton, FL 32693 36/24 0 RD Phase I: Section 8 / 515 Phase II: 515 with Housing Assistance 1982 / 1989 To Present Village Allapattah I *** Village Allapattah II *** 2378 NW 17th Ave Miami, FL 33142 110/90 200 Tax Credit 60% AMI 10/01/09 To Present Village Carver I & II *** 401 NW 71st St. Miami, FL 33150 112/100 212 Tax Credit 60% AMI 10/01/09 To Present Village Oaks I & II 705 Northwest Drive Live Oak, FL 32064 32/24 0 HUD RD Phase I: Section I / 515 Phase II: 515 with Housing Assistance 1981 / 1989 To Present Village at Hyde Park 6480 Watergate Lane Jacksonville, FL 32210 (Homeless) 80 80 Tax Credit 60% AMI SAIL 8/1/2019 To Present Village on Mercy 1766 Mercy Drive Orlando, FL 32808 (Homeless) 166 166 Tax Credit 60% AMI SAIL 4/1/2019 To Present Village on Wiley 6970 Wiley Rd Jacksonville, FL 32210 (Homeless) 43 43 Tax Credit 60% AMI 5/1/2016 To Present Villages of Noah’s Landing 500 Inspiration Dr Lakeland, FL 33805 (SRO Developmentally Disabled Site) 52 52 Tax Credit 60% AMI SAIL 12/1/2015 To Present 158 Villa Maria *** 2800 Collins Ave Miami Beach, FL 33139 34 0 HUD HOME 1/15/2019 To Present Villa Matti *** 221 28th Street Miami Beach, FL 33139 36 0 HUD HOME 1/15/2019 To Present Villa Patricia I *** Villa Patricia II *** Villa Patricia III *** 7855 NE 2nd Ave Miami, FL 33138 125/125/89 339 Tax Credit 60% AMI HOME 10/01/09 To Present Villas of Shady Oaks 17 Shady Oak Villa Circle Brooksville, FL 34601 36 0 RD 515 Housing Credit With Rental Assistance 1994 To Present Westchester Apartments 516 15th Street Miami Beach, FL 33139 24 0 HOME 1/15/2019 To Present Westgate Plaza Apts. *** 4150 Westgate Ave. West Palm Beach, FL 33409 80 80 Tax Credit 60% AMI 06/2012 To Present Wet Net Villas 81101 Overseas Highway Islamorada, FL 33036 36 36 Tax Credit 60% AMI 03/01/2013 To Present Willow Lake 122 NW 202nd Terrace Miami Gardens, FL 33169 121 121 Tax Credit 60% AMI 8/15/2016 To Present Willows I & II 1730 W. Carroll Street Kissimmee, FL 34741 46/45 0 RD 515 1988 To Present Wilson West Apartments 7855 Wilson Blvd. Jacksonville, FL 32210 50 0 HUD Section 8 1982 To Present Wind Meadow Apartments 3037 Wind Meadow Drive Gulf Breeze, FL 32563 46 0 RD 515 With Rental Assistance 1987 To Present Wisdom Village 615 N Andrews Avenue Fort Lauderdale, FL 33311 105 105 Tax Credit 60% AMI HOME 8/1/16 To Present Woodridge Apartments 709 West Church Street Perry, FL 32348 34 0 RD 515 With Rental Assistance 1982 To Present Woodside Oaks 26205 SW 144th Ave. Homestead, FL 33032 103 103 Tax Credit 60% AMI 05/2011 To Present Wynwood Apts. 1310 NW 16th St. Miami, FL 33125 40 0 HUD Section 8 1981 To Present 159 RAD Consultant Information 160 Fallon Advisory LLC Overview Luke Fallon, Principal, brings a depth of affordable housing experience drawn from managing transactions on behalf of clients. Luke’s experience includes building complex financial models, completing project feasibility analyses, developing recapitalization strategies, securing financing, obtaining regulatory approvals, creating and managing project budgets, negotiating financial terms, and closing transactions. Luke is very familiar with a wide range of affordable housing programs from working on Rental Assistance Demonstration (RAD) conversions and transactions involving public housing, Low-Income Housing Tax Credits, Section 8, and 13A (state-funded version of Section 236). To date, Luke has been responsible for recapitalizing projects with an aggregate total development cost of $77 million, beginning with the buyout of the investor limited partner and ending with the closing of new debt and equity. Additionally, Luke recently represented an owner in the negotiation of a joint venture partnership and property management transition of a 219-unit scattered-site portfolio that resulted in a recapitalization and rehabilitation with a total development cost of $78 million. As a RAD consultant, Luke has worked with many public housing authorities to assess the feasibility of converting their public housing portfolios to project-based Section 8 under the RAD program, then managed the RAD conversion process on their behalf. Luke has closed 27 RAD conversions to date, representing over 3,300 units. Four of the 27 RAD conversions were 75% RAD / 25% Section 18 blend conversions. Luke has also managed the Section 18 disposition process for two properties – one administration building and one public housing rental property. Prior to forming Fallon Advisory, Luke was a Principal at a Boston-based affordable housing consulting firm. In this capacity, Luke headed the ownership interest valuation business line where he valued lower-tier and upper-tier GP and LP ownership interests in affordable housing projects. This involved building complex valuation models, analyzing and underwriting the real estate and subject interest’s cash flows, developing acquisition and disposition strategies, and drafting evaluation memorandums. Luke valued approximately 190 fractional ownership interests representing $100 million of value and $1.7 billion of real estate value. Additionally, Luke was instrumental in launching and growing the firm’s RAD conversion business line. Luke is a cum laude graduate of the University of Massachusetts – Amherst where he studied finance and economics. 161 Green Building Consultant Information 162 www.E3BuildingSciences.com Info@E3Bldg.com 24860 Burnt Pine Drive, Ste. 3, Bonita Springs, FL 34134 T 239.949.2405 | F 239.949.3702 BONITA SPRINGS | MIAMI | TAMPA | ST. PETERSBURG | ORLANDO | JACKSONVILLE COMPANY PROFILE E3 BUILDING SCIENCES dba E3 Design Group, Inc ENERGY SPECIALISTS, GREEN BUILDING RATERS CONSULTANTS Our company was established in 2002 and specializes in energy efficiency, green building, sustainable development, energy modeling, and construction quality control. For nearly two decades we have certified several projects from multifamily buildings to single-family production homes across the South East United States. We have certified over 100 buildings including affordable housing projects, generating green rating certifications through LEED (Leadership in Energy and Environmental Design), NGBS (National Green Building Standard), Energy Star, or, FGBC (Florida Green Building Coalition), and have performed over 7,000 HERS (Home Energy Rating System) testings. AFFORDABLE HOUSING PROJECT HIGHLIGHTS Burlington Post Apartments, St. Petersburg, FL The highest level of sustainable development practices and green building techniques are at the core of this development. E3 Building Sciences services included consulting for the design and green building development and rating of this project, to achieve NGBS (National Green Building Standard) Bronze certification. Completed in 2018, Burlington Post is an affordable housing project serving the community of Pinellas County. 163 www.E3BuildingSciences.com Info@E3Bldg.com 24860 Burnt Pine Drive, Ste. 3, Bonita Springs, FL 34134 T 239.949.2405 | F 239.949.3702 BONITA SPRINGS | MIAMI | TAMPA | ST. PETERSBURG | ORLANDO | JACKSONVILLE Forrest Ridge Apartments, Hernando, FL Forest Ridge provides 119 affordable residences for seniors in Citrus County, Florida. Certified through FGBC (Florida Green Building Coalition) some aspects of this project focus on connectivity and amenities that support the concept of quality of life as well as green building elements guided towards water and energy efficiency for their end-users. Completed in 2015, this project also qualified for Energy Tax Credits, providing a $2k per unit to the developer. Colonnade Park, Inverness, FL Under construction. This 106 affordable housing residences complex has been designed and is being constructed to achieve Bronze level certification NGBS (National Green Building Standard). 164 www.E3BuildingSciences.com Info@E3Bldg.com 24860 Burnt Pine Drive, Ste. 3, Bonita Springs, FL 34134 T 239.949.2405 | F 239.949.3702 BONITA SPRINGS | MIAMI | TAMPA | ST. PETERSBURG | ORLANDO | JACKSONVILLE PRINCIPALS/PARTNERS PROFILE DIANA GIRALDO Business Development Director/Project Manager Education & Certifications Master of Science in Management, Hodges University, 2009 Bachelor of Science in Architecture and Urban Design, University of America, 1999 NGBS Verifier (National Green Building Standard), 2019 Sustainable Communities Leadership Professional, 2016 Stormwater Management Inspector, 2009 LEED AP (Leadership in Energy & Environmental Design), 2009 Certified Building Official Building Plans Examiner/Inspector (ICC and DBPR), 2008 LEED for Homes Green Rater (Certification pending by USGBC) Professional Experience E3 Building Sciences January 2015-Present Over 20 years of experience in the public and private sector, with local government experience in the State of Florida specialized community development, construction, and passionate about livable communities. Diana cultivates partnerships with developers, builders and design professionals throughout the State of Florida. Team leader/project manager for sustainability projects, practices in green building, certifications, best management practices, and urban design development. Building code and construction quality control advisor and project developer. Local government advisor/liaison for sustainable development projects. City of Fort Myers, FL Sustainability Manager February 2007-December 2014 Tasked with review of community impact projects, development and project management regarding sustainability, human health and green building implementation for the City of Fort Myers. Work responsibilities required the use of expertise, technical experience and knowledge about the impacts of development, urban design on the environment in human health, and construction best practices for energy and water efficiency. Developed strategies and partnerships for the reduction of energy consumption through Energy Star programs and the Florida Solar Energy Center for affordable housing projects. Building code compliance reviewer, energy consumption, contract and project management. 165 www.E3BuildingSciences.com Info@E3Bldg.com 24860 Burnt Pine Drive, Ste. 3, Bonita Springs, FL 34134 T 239.949.2405 | F 239.949.3702 BONITA SPRINGS | MIAMI | TAMPA | ST. PETERSBURG | ORLANDO | JACKSONVILLE TOM KARRAS Vice President/ Director/Project Manager Education & Certifications FGBC Certifying Agent, 2013 NGBS Green Verifier certification, 2013 Energy Star for Homes certification, 2011 LEED for Homes Green Rater certification, 2010 QAD for LEED for Homes Provider, 2008 RESNET HERS Rater (Class I) certification, 2006 Masters in Business Administration – New York University, 1983 Bachelor in Business Administration – Appalachian State University, 1981 Professional experience E3 Building Sciences 2006-Present Primary Quality Assurance Designee LEED-Homes – Lead QAD responsible for the successful submittal of all LEED-Homes projects and ongoing training of Green Raters operating under E3’s Providership umbrella. LEED Green Rater & NGBS Green Verifier certifying single-family and multifamily low, mid and high rises buildings across the southeast (100+ projects). Inspected/produced 7,000+ individual RESNET HERS ratings/Energy Star certifications. Performs building forensics and diagnostics primarily dealing with building assemblies. Performs building modeling with ASHRAE 90.1 Appendix G analysis and Energy Star’s Portfolio Manager program. Developed and maintains a 3rd-party audit system for a national home builder (5000+ homes per year) across the state of Florida. 166 www.E3BuildingSciences.com Info@E3Bldg.com 24860 Burnt Pine Drive, Ste. 3, Bonita Springs, FL 34134 T 239.949.2405 | F 239.949.3702 BONITA SPRINGS | MIAMI | TAMPA | ST. PETERSBURG | ORLANDO | JACKSONVILLE DAVID YODER Director Education Bachelor of Science in Mechanical Engineering and Engineering Administration, Michigan Tech University, 1975 Professional experience (lifetime) Mr. Yoder is a licensed Professional Engineer in Colorado and Florida and has over 40 years of experience in the design and engineering of mechanical and electrical systems. After earning B.S. degrees in Mechanical Engineering and Engineering Administration, Mr. Yoder joined the Split System Sales group at the Trane Company headquarters in LaCrosse, Wisconsin. He then joined a small engineering firm in Durango, Colorado, and purchased the firm in 1977. Over the next 25 years, Yoder Engineering Consultants expanded to over 20 employees in multiple offices providing mechanical and electrical consulting services in the Central Rockies. With clients and projects located throughout the western states, he designed widely varied projects located from sea level to over 12,000 feet elevation and within desert environments as well as the high humidity of the Gulf coastal regions. Mr. Yoder is a member of AHSRAE, the Consulting Engineers Council of Colorado and the American Consulting Engineers Council. He joined E3 in 2011 to continue his work and passion for engineering and sustainable construction. DAVID BROWN President Director Education Bachelor of Science in Business Administration, Duquesne University, 1977 Professional experience (lifetime) Mr. Brown has been involved in the building sciences for over 15 years as an electrical, energy, lighting plumbing and control systems design professional. He was a partner in CB Contracting, Operations Manager for Carter Union Electric and Director of Operations at Integrated Electronic Environments. Mr. Brown is a Florida certified HERS Rater, certified Lutron systems programmer and a member of the Illuminating Engineering Society of North America. His passion for electrical system designs is a passion he explores through project energy modeling at E3 Building Sciences. 167 2.3Experience / Qualifications 168 Experience / Qualifications The Principals of Archway Partners bring more than 15 years of real estate experience working throughout the Country having developed more than $350 Million of residential developments. President of Archway Partners, Brett Green, has recent, direct experience developing mixed- income projects in partnership with local governments throughout Florida. Since 2012, Brett has led a team of professionals overseeing the pre-development and development activities for more than twenty (20) developments involving LIHTC, Tax Exempt Bonds, Project Based Vouchers, Mixed-Finance, RAD as well as other funding sources. Mr. Green’s recent experience includes working with the Tampa Housing Authority to redevelop the West River community in Tampa, Florida. Under Brett’s direction, the team procured over $150MM of federal, state and local resources from 2017-2020 which led to the development of over 750 residential units and a 30,000 SF Publix grocery store. These projects have led to the transformation of West River and West Tampa community. On the West River project, Mr. Green was responsible for overseeing all aspects of the pre- development and development process. This included a wide array of tasks such as preparing the development strategy and initial pro formas, Part 58 environmental approvals, Subsidy Layering Review, 8bb HUD approval, preparation of funding applications, negotiating professional agreements with architects, engineers, consultants, land use attorneys, environmental attorneys, arborists, marketing and branding firms, general contractors, lenders, and investors. In short, Brett was responsible for all aspects of the operation and execution of the development team’s plan. Paramount to the success of the West River project was creating a flexible, development plan that gave the projects the best chances of success. This strategy led to the submission of many competitive and non- competitive applications to Florida Housing Finance Corporation (“FHFC”) from 2017-2020. Using his development plan, the team successfully secured several competitive 9% tax credits, 4% tax 169 credits, tax exempt bonds, SAIL Affordable, SAIL Workforce, CDBG, HOME and FHLB funds. During Mr. Green’s time leading the group, they obtained funding for six phases of the development which resulted in over 750 mixed-income units. Following the award of funding from FHFC, in conjunction with THA staff, Brett retained a diverse development team of architects, engineers, environmentalists, attorneys and contractors to design and build the projects. The Archway team has developed projects of all sizes and complexity, this includes single phase developments with all zoning and entitlements in place as well as master planned communities where the site plan required zoning approvals, waivers, exceptions and variances due to existing site or zoning conditions. The experienced Archway Team has the ability to tackle projects of all sizes and scopes. The team has also been successful in navigating hurtles and approvals from the City and County Government, Florida Department of Environmental Protection, Army Core of Engineers, Southwest Florida Water Management District and the Florida State Historic Preservation Office, without negatively impacting the design and construction of projects. These same efforts, as outlined above, have been undertaken on projects throughout the state, including numerous projects in Miami-Dade, Palm Beach, Orange, Bay, St. John’s and Bradford Counties, among others. Attached hereto is a list of projects Mr. Green has successfully worked on. Staff Availability Archway Partners has the necessary staff to dedicate to the proposed project and commence work immediately. Archway’s President, Brett Green will lead the Archway team and is directly involved in all aspects of the planning and execution of the development plan. Brett will be the point of contact for all questions, comments and concerns relating to all phases of the project. Many large development organizations will have junior developers and development associates handling day-to-day activities. Many times, executive level staff is rarely available and only participate in major decisions due to the high number of projects larger organizations are undertaking. This is not the case with Archway Partners. Archway Partners is very selective of the projects it takes on to ensure each partner interacts directly with executive management on an ongoing basis. 170 Total Projects Developed within the Last Five Years 171 Development Name Location Units Financing Development Type Status Role Monroe Place Seminole County 80 9% HC New Construction Closing Q4 2021 Principal/Managing Partner Bonair Towers Lee County 101 9% HC Rehabilitation Closing Q4 2021 Principal/Managing Partner Springfield Crossings Bay County 60 4% HC / Tax Exempt Bonds New Construction 75% Complete Principal/Managing Partner Boulevard Tower 4 Hillsborough County 134 4% HC / Tax Exempt Bonds New Construction 10% Complete Lead Developer/Regional Director Boulevard Tower 3 Hillsborough County 133 9% HC New Construction 85% Complete Lead Developer/Regional Director Boulevard Tower 2 Hillsborough County 119 4% HC / Tax Exempt Bonds New Construction 85% Complete Lead Developer/Regional Director Boulevard Tower 1 Hillsborough County 119 9% HC New Construction 90% Complete Lead Developer/Regional Director Mary Bethune Apartments Hillsborough County 150 4% HC / Tax Exempt Bonds Rehabilitation Complete 2020 Lead Developer/Regional Director Emerald Villas Phase Two Orange County 96 4% HC / Tax Exempt Bonds New Construction Complete 2020 Lead Developer/Regional Director Georgian Gardens Palm Beach County 87 9% HC New Construction Complete 2019 Lead Developer/Regional Director Marcia Gardens Miami-Dade County 134 4% HC / Tax Exempt Bonds New Construction Complete 2019 Acquistion/Regional Director Smathers Preservation Phase One Miami-Dade County 182 4% HC / Tax Exempt Bonds Rehabilitation Complete 2019 Acquistion/Regional Director Three Round Tower A Miami-Dade County 128 9% HC Rehabilitation Complete 2019 Acquistion/Regional Director Liberty Square Phase One Miami-Dade County 204 4% HC / Tax Exempt Bonds New Construction Complete 2018 Acquistion/Regional Director Martin Fine Villas Miami-Dade County 104 4% HC / Tax Exempt Bonds New Construction Complete 2017 Acquistion/Regional Director Joe Moretti Phase Two Miami-Dade County 95 9% HC Rehabilitation Complete 2017 Acquistion/Regional Director Smathers Phase Two Miami-Dade County 133 4% HC / Tax Exempt Bonds New Construction Complete 2016 Acquistion/Regional Director Stirrup Plaza Phase Two Miami-Dade County 68 4% HC / Tax Exempt Bonds New Construction Complete 2016 Acquistion/Regional Director Total Units 2,127 Brett Green Affordable Housing Development Experience 172 Relevant Projects 173 Springfield Crossings–Panama City, FL 60-Units, New Construction (Family) Total Development Cost: $13,176,936 Financed with 4% Tax Credits, Bonds & FHFC Hurricane Recovery Funding Construction Start: July 2020 Construction Completion: July 2021 174 Monroe Place –Sanford, FL 80-Units, New Construction (Elderly) Total Development Cost: $20,074,354 Financed with 9% Tax Credits Construction Start: Q4 2021 Construction Completion: Q1 2023 175 The Preserve at Emerald Villas –Orlando, FL 96-Units, New Construction (Elderly) Total Development Cost: $18,016,325 Financed with 4% Tax Credits, Bonds, Orange County NSP, and FHFC SAIL Construction Start: March 2019 Construction Completion: May 2020 176 Mary Bethune Highrise –Tampa, FL 150-Units, Rehab Development (Elderly) Total Development Cost: $34,890,206 Financed with 4% Tax Credits, Bonds, and FHLB AHP Funds Construction Start: July 2019 Construction Completion: September 2020 Mary Bethune Apartments – Rehabilitation 177 Boulevard Tower I –Tampa, FL 119-Units, New Construction (Family) Total Development Cost: $33,022,919 Financed with 9% Tax Credits, City of Tampa Funding, and RAD Assistance Payments Construction Start: December 2019 Construction Completion: June 2021 178 Boulevard Tower II –Tampa, FL 119-Units, New Construction (Family) Total Development Cost: $41,630,875 Financed with 4% Tax Credits, FHFC SAIL, Bonds, and City of Tampa Construction Start: March 2020 Construction Completion: August 2021 (Anticipated) 179 Boulevard Tower III –Tampa, FL 133-Units, New Construction (Family) Total Development Cost: $44,747,674 Financed with 9% Tax Credits, City of Tampa Funding, and RAD Assistance Payments Construction Start: January 2020 Construction Completion: July 2021 (Anticipated) 180 Georgian Gardens – West Palm Beach, FL 87-Units, New Construction (Elderly) Total Development Cost: $21,505,247 Financed with 9% Low-Income Housing Tax Credits and West Palm Beach Loan Construction Start: October 2018 Construction Completion: January 2020 181 Demonstrated Green Building Experience 182 Green Building Experience Archway Partners has a strong history of building environmentally friendly developments through innovative and efficient design. As such, we are committed to obtaining "GREEN" certifications for each project we develop. We have obtained one of the region's premier energy and green building consultants, E3 Building Sciences (“E3”), who will bring their vast experience and expertise on sustainability and energy savings to the Development Team. The Principals of Archway Partners have developed over 1,500 green certified units throughout the state of Florida. E3 Building Sciences was established in 2002 and specializes in energy efficiency, green building, sustainable development, energy modeling, and construction quality control. For nearly two decades they have certified several projects from multifamily buildings to single-family production homes across the Southeast United States. E3 has certified over 100 buildings including affordable housing projects, generating green rating certifications through LEED (Leadership in Energy and Environmental Design), NGBS (National Green Building Standard), Energy Star, or FGBC (Florida Green Building Coalition), and have performed over 7,000 HERS (Home Energy Rating System) testings. The highest level of sustainable development practices and green building techniques are at the core of this development. E3 Building Sciences services included consulting for the design and green building development and rating of this project, to achieve NGBS (National Green Building Standard) Bronze certification. Completed in 2018, Burlington Post is an affordable housing project serving the community of Pinellas County. Throughout the design development process, our team takes the time to educate ourselves on the green building certification program and criteria we will be looking to achieve. Throughout the design phase, E3 and Archway will hold several charette meetings, so the entire team has a thorough understanding of the energy goals of the project. Each team member will participate and understand the project's overall green building objectives, so that together we work towards the NGBS certification goal. Many of the individual team members have demonstrated experience and expertise related to green building. 183 Under E3 Building Sciences guidance, we will obtain Green Building Certification through the National Green Building Standard (NGBS) and/or LEED. In partnership with FK Architecture, we will determine the program that aligns best with the project needs and policy goals. Upon determining the certification program, a scorecard will be generated by E3, which will be used to identify, track and confirm successful implementation of the program. E3 Building Sciences is an also a long-term partner with the ENERGY STAR program and has helped identify and promote energy efficiency in homes and buildings nationwide in a number of residential and commercial projects. Archway Partners has extensive experience incorporating substantial Green Features in its projects. The more than 15 developments its Principals have been involved in, have all obtained a green building certification through a nationally recognized program. Archway Partners along with E3 Building Sciences will ensure the land development is designed and built to achieve high performance in six key areas: • Site Design, • Resource Efficiency, • Water Efficiency, • Energy Efficiency, • Indoor Environmental Quality, and • Building Operation & Maintenance. The stringent third-party verified certification program ensures homes and apartments are built in compliance with the NGBS and focuses on three primary attributes that are highly marketable to today’s discerning consumers: healthy homes, lower operating costs and sustainable lifestyle. Archway Partners will incorporate four main categories of sustainable building practices: (i) resource efficiency (ii) water conservation measures; (iii) energy efficiency; (iv) healthy living environment. i. Resources Efficiency This project will be designed to ensure resource conservation. During the design phase, concrete block will likely be utilized as the primary above grade wall system to reduce the need for many material layers and construction waste. To enhance the durability and to reduce maintenance of the building, termite-resistant materials will be used and gutters and downspout systems will be provided, flashing on all exterior fenestration, doors, and roofs, as well as sloped finished grade around the foundation. To directly conserve resources, recycled content building materials may be used for major elements of the building, and regional materials will be obtained as a way to encourage the local economy and reduce the effect that long distance transportation has on the environment. A construction waste management plan shall be implemented that will regulate the handling of construction waste and help in achieving a minimum of 75% diversion rate from landfill by sending most of the materials to recycling facilities. 184 ii. Water Conservation Measures Water is a scarce resource; it is therefore critical to design and specify products in a way that will reduce its depletion. Moreover, water efficiency not only conserves freshwater resources, but also reduces utility bills. To address this issue, the architect will be specifying and the general contractor installing water efficient appliances and plumbing fixtures with ultra-low-flow showerheads, lavatory faucets, toilets and urinals, dual-flush water closets (1.28 gpf or less toilets, 0.5 gpf or less urinals, 1.75 gpm or less showerheads, 1.5 gpm or less kitchen faucets, 0.5 gpm bathroom faucets). As a way to limit water use, the landscape architect may implement a landscape plan that favors native and adaptive species over exotic ones. By using 100% native plantings that are 100% appropriate to the site soils and microclimate. No invasive species will be used. High efficiency irrigation systems will be implemented to achieve low or no water use for landscape and irrigation. To reduce the heat-island effect while enhancing the natural environment, strategic use of vegetation and light-colored concrete will be used as a shading device. iii. Energy Efficiency To perform as a sustainable building, the project needs to have the right equipment. We will achieve energy savings in heating and cooling, hot water, lighting and appliance efficiencies to reduce operating costs and achieve the goal of increased energy efficiency. We aspire to perform 15% above Florida Energy Code in this project. We will use EnergyGauge software to assist in achieving the goal of increased energy efficiency. By running an energy model early in the design phase, we will be able to assess our energy performance across the design phase. This will allow us to incorporate the energy model in the building plans and specifications that will show that the building's projected energy performance will be enhanced. To perform as a sustainable building, each unit will be equipped with Energy Star rated refrigerators, dishwashers, washers and clothes dryers, and SEER 16 or higher HVAC units. Water heaters will have an efficiency factor of 0.95 or higher. Individual electricity and/or gas meters will be installed for each unit. Additionally, 95% of lighting throughout the entire project (exterior, interior, site, common areas) will be LED, Energy Star or higher efficiency. An Energy Star rated, highly reflective roof coating will be provided. All glass on the facade will have 0.3 or lower Solar Heat Gain Co-efficient. All insulation and air sealing will be inspected during the rough installation and inspection period by our green building consultant, E3 Building Sciences. iv. Healthy Living Environment A healthy living environment is a significant green building issue. It covers an array of items - from materials employed that do not cause negative health impacts, to access to important community services that are required to create a healthy living environment. 185 To ensure the best indoor environmental quality for our residents, we will use formaldehyde-free insulation materials, as certified by GreenGuard Environmental Institute or Scientific Certification Systems, for all walls, ceilings, and floor products. In terms of materials, Moisture resistant materials will be used in wet areas. Only plywood, OSB, and tile backing panels with high moisture resistance will be allowed to be installed in the building and no carpet will be installed adjacent to water closets and bathing fixtures. Cold/Hot water pipe insulation will be used. To prevent mold growth, no plumbing distribution lines will be installed in exterior wall cavities, nor will they be installed in non-air-conditioned spaces. In terms of pollutant control, spot ventilation will be provided for bathrooms, clothes-dryers, and HVAC supply registers. During construction, return grills and rough-ins will be covered to prevent dust and other pollutants from entering the system. Paints, adhesives and sealants will follow very strict low emissivity guidelines as defined by California Department of Public Health (CDPH) 03150, EPA Method 24, California Air Resources Board (CARB), "Suggested Control Measures for Architectural Coatings" or GS-11 for paint, and CARB consumer product regulations or GS- 36 for adhesives and sealants. The property is designed keeping the safety and wellbeing of our residents in mind. The project will have controlled access through use of key fob. There will be public and semi-public outdoor gathering spaces for residents. We will also dedicate covered and secured bicycle storage for 15% of residents. Below are several recent affordable housing developments certified by E3: 186 187 Tab 3 Legal and Financial Feasibility 188 Section 3.1 References 189 Business References Jason Kaye Senior Vice President Bank of America, N.A. 401 E. Las Olas Blvd., 9th Floor Fort Lauderdale, FL 33301 T 954.765.2141 M 954.993.1537 jason.kaye@baml.com Christopher Murray Director Red Stone Equity Partners 805 Third Avenue, 15th Floor New York, NY 10022 216-501-2365 CELL Chris.Murray@rsequity.com Leroy Moore Senior Vice-President/COO Tampa Housing Authority 5301 W. Cypress Street Tampa, FL 33607 leroy.moore@thafl.com Cell: 813-267-7726 Bryan Zarlenga, PE Senior Principal Cardno 380 Park Place Blvd # 300 Clearwater, FL 33759 Bryan.Zarlenga@cardno.com 727-639-5569 Sonny Moody Vice President Sauer Construction 11223 Phillips Pkwy Dr E Jacksonville, FL 32256 SMoody@sauer-inc.com Cell: 904-345-3330 Marcia Davis Executive Director Housing Authority of the City of Fort Myers 4224 Renaissance Preserve Way Fort Myers, FL 33916 Marcia@hacfm.org 239-344-3221 Mike Koppenhafer, AIA Principal Fisher|Koppenhafer Architecture 9104 Cypress Green Drive Jacksonville, FL 32256 Kope@fkaid.com Cell: 904-333-1239 Ben Wilson Chief Operating Officer Suffolk Construction BWillson@suffolk.com Cell: 239-292-1144 Direct: 239-791-5053 190 Section 3.2 Preliminary Financial Plan 191 PRELIMINARY FINANCIAL PLAN Archway has expertise in a variety of different financing options available to developers and we specialize in utilizing creative methods and think outside the box to obtain the funds necessary to bring a project to reality. Our experience includes using 4% and 9% Low-Income Housing Tax Credits, Tax Exempt Bonds, RAD, SAIL, HOME, CBDG, NSP, TIFF, CFFP, Capital Funds and many others. Our team pursues all available financing options when looking for ways to fund a project. We enjoy great business relationships with the top community development banking institutions and investors in the country. These relationships allow us to obtain best-in-market financing terms for our clients. Clearwater Gardens will be financed primarily through Tax-Exempt Bonds issued through Pinellas County Housing Finance Authority (“Bonds”) and the issuance of 4% Tax Credits (“Tax Credits”). Both the Bonds and Tax Credits are provided to qualified developments on a non-competitive, as- of-right basis and do not require a competitive funding process with other developers. In order to fully fund the development, our team will also seek an award of State Apartment Incentive Loan (“SAIL”) funding through Florida Housing Finance Corporation (“FHFC”) which has a September 2021 application due date. SAIL funding is a competitive application process; however, when SAIL is paired with another subordinate loan funding source, such as Seller Financing for the land acquisition price, the likelihood of obtaining an award of funding is increased substantially. SAIL awards are based primarily on the SAIL request per unit in comparison with other projects within each county and throughout the other Large Counties in Florida, which is known as (“Leveraging”). Since 2015, there have been very few SAIL applications in Pinellas County. From 2015-2018, each application that applied for SAIL funds in Pinellas County was awarded funding. The three (3) Pinellas County applications submitted from 2019-2020 were not awarded funds because they were either in the Elderly Set-Aside (which has very limited funding available) or they scored very poorly on leveraging. Our team has been very successful in obtaining SAIL awards through FHFC over the last decade and we are confident in our ability to obtain the award for Clearwater Gardens which will ensure successful execution of the proposed development plan. In order to submit a successful application for SAIL funding, FHFC requires all applicants to obtain a minimum local government contribution as a “show of support” for the project. These contributions can be in the form of a grant, loan, or waiver/deferral of impact fees. As part of this submission, we are requesting a contribution of $75,000 which is the minimum amount required from FHFC in order to meet the local contribution requirement. Applications submitted without this local match will not receive funding from FHFC. 192 Our primary plan is to pursue 4% tax credits, tax-exempt bonds and FHFC SAIL; however, in order to obtain the best chance of securing funding from Florida Housing, we would also like to pursue 9% Tax Credits for this Development. In order to submit a competitive 9% application, FHFC prioritizes applications that include a larger local government contribution. The minimum amount required from the local government to meet this priority is $640,000. These funds would need to be in the form of a grant or loan from the City of Clearwater. This is not a requirement of our proposal; however, it is an option we are recommending in order to increase the likelihood of obtaining funding for the project. We are proposing to purchase the site for the full market value of $1,350,000, per the appraisal from James Millspaugh & Associates, Inc., dated May 26th, 2021. We would request that the CRA contribute the purchase price to the development as seller financing, in the form of a Purchase Money Mortgage. This money will go directly into the project and will help to further increase the project’s feasibility. We have included a Construction Budget as well as Sources & Uses Summary which details our total project cost and proposed sources of funding. We have also included as part of our application funding commitments for the tax credit equity, construction loan, and permanent financing based on the 4% Tax Credits, Tax-Exempt Bonds and FHFC SAIL base financing scenario. Under this scenario, $11.7MM of tax credit equity will be provided by Red Stone Equity Partners, $15MM of Tax-Exempt Bonds will be issued by the Pinellas County Housing Finance Authority, and JPMorgan Chase will provide a $15MM construction loan and $4,875,000 of financing to permanently fund the development. 193 Sources & Uses Summary 194 Address Clearwater Total Units 96 15 Rentable Sqft 77,350 Avg. Size 806 Construction Permanent Source of Source of SOURCES Funds Per Unit Funds Per Unit Tax Credit Equity:1,755,830 18,290 11,705,534 121,933 1st Mortgage 15,000,000 156,250 4,875,000 50,781 PMM 1,350,000 14,063 1,350,000 14,063 FHFC SAIL 7,000,000 72,917 7,000,000 72,917 SAIL ELI 600,000 6,250 600,000 6,250 Deferred Developer Fee:2,178,078 22,688 2,353,374 24,514 TOTAL 27,883,908 290,457 27,883,908 290,457 USES Total Per Unit Acquisition Acquisition Costs 1,350,000 14,063 Construction Construction 15,589,600 162,392 GC Fees 14%2,182,544 Hard Cost Contingency 5%888,607 Total Construction 18,660,751 194,383 Soft Costs Accountant Cost Cert:50,000 Third party (appraisal, inspections, survey etc.)50,000 Environmental 7,500 Architectural & Engineering 459,000 Impact Fees 245,232 Other Project Soft Costs 927,773 Developer Legal Costs 145,000 Financing Costs - Issuance & Origination 527,875 Financing Legal Costs 275,000 Equity Syndication Costs 170,067 Replacement Reserve:28,800 Lease Up Reserve 101,114 Operating Subsidy Reserve - Operating Deficit Reserve 212,952 Debt Reserve:590,625 Soft Cost Contingency 5%86,975 Soft Costs 3,877,913 40,395 TOTAL COSTS before Developer Fee 23,888,664 248,840 Developer Fee 3,995,244 41,617 TOTAL COSTS 27,883,908 290,457 - Clearwater Gardens EXECUTIVE SUMMARY 1250 Cleveland Street Printed on 6/14/2021 2:52 PM 195 Development Budget 196 DEVELOPMENT BUDGET - Clearwater Gardens DEVELOPMENTBUDGET Acquisition Construction Ineligible Acquisition Costs Residential Improvements:0 - - Land:14,063 1,350,000 x 1,350,000 Subtotal:1,350,000 x xConstruction Costs PDU x Construction 145,000 133 13,920,000 x 13,920,000 Parking 106 Spaces 3,500 4 369,600 369,600 Site Work 10 1,000,000 1,000,000 - Community Garden 3 300,000 - 300,000 Subtotal:162,392 149 15,589,600 x General Requirements:6%935,376 x 935,376 Overhead:2%311,792 x 311,792 Profit:6%935,376 x 935,376 Hard Cost Contingency:5%888,607 x 888,607 Total Construction Costs 194,383 241 18,660,751 x xProject Soft Costs x Accountant Cost Cert:50,000 x 50,000 Appraisal:6,500 x 6,500 Market Study:3,500 x 3,500 Environmental Studies:7,500 x 7,500 Physical Needs Assessment/PCR:5,000 x 5,000 Architect - Design:4,000 384,000 x 384,000 Engineering:75,000 x 75,000 Survey:10,000 x 10,000 Title Costs:0.50%77,948 x 66,256 11,692 Private Provider Inspections - 0 - - Impact Fees 2,555 245,232 x 245,232 Lender Inspection Fees:30,000 x 30,000 Marketing:\75,000 x 75,000 Builders Risk Insurance 138,556 x 138,556 Liability Insurance 100 9,600 x - 9,600 P&P Bonds 114,747 x 114,747 Permits 0.75%116,922 x 116,922 Utility Connection Fees 2,500 240,000 x 240,000 FF & E 150,000 x 150,000 Subtotal:18,120 1,739,505 x xDeveloper Legal Costs x Acquisition Counsel:10,000 x 10,000 Debt Counsel:125,000 x 93,750 31,250 HUD Counsel:- - Other:10,000 x 7,500 2,500 Subtotal:1,510 145,000 x xFinancing Issuance Costs x Documentary Stamps/Recording Fees 0.85%43,500 x 43,500 - Conversion Fee 10,000 x 10,000 Issuer Origination Fees:0.50%75,000 x 75,000 - Lender Origination Fees:1%198,750 x 150,000 48,750 Issuer Financial Advisor:- - Underwriter Fees:30,000 x 30,000 Bond Paydown Fee 0.00%- - SAIL Origination Fees 1%76,000 x 76,000 Placement Agent 35,000 x 35,000 Rating Agency Fee:5,000 x 5,000 GSE Application Fee 15,000 x 15,000 Forward Commitment Fee 0.30%14,625 x 14,625 GSE Due Diligence 25,000 x 25,000 Other:- Other:- Other:- Subtotal:5,499 527,875 x ELIGIBLE BASIS printed on 6/14/2021 at 2:52 PM 197 DEVELOPMENT BUDGET - Clearwater Gardens DEVELOPMENTBUDGET ELIGIBLE BASIS x Financing Legal Costs x Bond Counsel:65,000 x 42,250 22,750 Lender Counsel:55,000 x 35,750 19,250 GSE Counsel:90,000 x - 90,000 Placement/Trustee Counsel:- - - Issuer Counsel 50,000 x 32,500 17,500 Other Legal:15,000 x 9,750 5,250 Subtotal:2,865 275,000 x xEquity Syndication Costs x Up-Front LIHTC Admin Fees:9%117,067 x 117,067 LIHTC Application Fees:3,000 x 3,000 Syndicator Due Diligence 50,000 50,000 Capitalized Monitoring Fees:- - Subtotal:170,067 x xReserves and Escrows x Replacement Reserve:300 28,800 x 28,800 Lease Up Reserve 75,000 x 75,000 Tax Escrow:3 26,114 x 26,114 Operating Deficit Reserve 3 212,952 x 212,952 Construction interest reserve 3.75%590,625 x 442,969 147,656 Subtotal:933,491 x x Soft Cost Contingency 5%86,975 x 82,161 4,815 xDeveloper Fee 3,995,244 x - 3,995,244 - x Total Development Budget:276,395 27,883,908 x - 25,014,337 2,869,571 TDC 274,177 x x Totals Basis Boost:x 7,504,301 7,504,301 Total Eligible Basis:x 0 32,518,638 32,518,638 Applicable Fraction:x 100%100% Total Qualified Basis:x 0 32,518,638 32,518,638 LIHTC Value Factor:x 4.00%4.00% Annual LIHTC Allocation:x 0 1,300,745 1,300,745 LP Investor Interest:x 99.99%99.99% LIHTC Price per $1:x $0.90 $0.90 x Calculated LIHTC Equity Raise:x 11,705,534 11,705,534 Actual LIHTC Equity Raise:x 11,705,534 LIHTC EQUITY CALCULATION printed on 6/14/2021 at 2:52 PM 198 Debt and Equity Letters 199     June 16th, 2021 Brett Green Archway Partners 475 Brickell Ave, Suite 2215 Miami, FL 33131 Re: Clearwater Gardens Clearwater, FL Dear Brett, Red Stone Equity Partners, LLC (“Red Stone”) is pleased to be given an opportunity to submit a proposal on Clearwater Gardens (“Project”) located in Clearwater, Florida. This letter serves as an outline of the business terms regarding the acquisition of Investor Member interests in a to-be-formed single purpose entity (the “Company”) that will own the Project. Red Stone or its designee (the “Investor Member”) will acquire a 99.99% investor member interest (the “IM Interest”) and a 0.001% special investor member interest (the “SIM Interest”) in the Company. The terms of this proposal are subject to ratification and countersignature by Red Stone’s investment committee as described below. Furthermore, this proposal is neither an expressed nor implied commitment by Red Stone or any of its affiliates to provide equity financing to the Project. Any such commitment shall only be as set forth in a to-be- negotiated agreement of limited Company and will be subject to, among other things, (i) satisfactory transaction structure and documentation, (ii) satisfactory due diligence, including third party reports and (iii) other standard conditions for transactions of this type as described more fully in Paragraphs 13 and 14 below. 1. Project Information. The Company has been formed to acquire, own, develop and operate the Project, which is anticipated to be eligible to claim Low Income Housing Tax Credits (“Housing Credits”) under Section 42 of the Internal Revenue Code. The Project will consist of 96 residential units for rent to low- income families. The Project will consist of the new construction of a single residential building located at 1250 Cleveland Street, located in the City of Clearwater, Pinellas County, within the State of Florida. Within the Project, all of the units are expected to be Housing Credit compliant. The residential unit mix shall reflect the detail below and shall conform to any other set-asides as required by the Florida Housing Finance Corporation. The means for such conformance shall be reviewed by and be acceptable to Red Stone. Unit Type Number of Units Income Restrictions 1BR/1BA 8 30% AMI 1BR/1BA 30 60% AMI 1BR/1BA 12 80% AMI 2BR/2BA 7 30% AMI 2BR/2BA 32 60% AMI 200 Clearwater Gardens Clearwater, Florida June 16, 2021 Page 2 2BR/2BA 7 80% AMI The construction and lease-up schedule expected for the Project, and upon which the credit pricing and deal terms are contemplated herein, are as follows: 2.Project Ownership. Archway Partners, LLC (the “Managing Member”) will be a taxable, single purpose, bankruptcy remote entity with a 0.009% ownership interest in the Company. Any change in the ownership of the Managing Member shall be subject to Red Stone’s consent. The anticipated ownership structure and other key Project participants are set forth below. Entity Name Ownership Interest Managing Member Archway Partners, LLC 0.009% Investor Member RSEP Holding LLC, or its designee 99.99% Special Investor Member Red Stone Equity Manager, LLC, or its designee 0.001% Developer Archway Partners Guarantors1 The Managing Member, Brett Green, and Paul Nudelman General Contractor TBD Property Manager TBD 3.Tax Credits. The Project anticipates an allocation of 4% Housing Credits from the Florida Housing Finance Corporation (the “Agency”) for the year 2021 in an annual amount of $1,300,745. The total Housing Credits anticipated to be delivered to the Company is $13,007,450 (the “Projected Federal LIHTC”). Any decision to delay the commencement date of the Housing Credit period beyond 2023 is subject to Red Stone's consent. In addition, any decision to commence the Housing Credit period prior to January, 2023 is subject to Red Stone’s consent. 1 The Guarantors will guarantee certain of the Managing Member’s obligations set forth in Paragraph 7 herein, will do so on a joint and several basis, and will be subject to the review and approval of Red Stone. Benchmark Date Closing Date July 2022 Completion Date November 2023 First Unit Leased August 2023 Last Unit Leased March 2024 Stabilized Operations June 2024 201 Clearwater Gardens Clearwater, Florida June 16, 2021 Page 3   4. Capital Contribution. Red Stone will acquire its Investor Member Interest in the Company for a total capital contribution of $11,623,598, subject to adjustment in Paragraph 5 below. This capital contribution is based on the following pricing: Credit Type Total amount LP amount Pricing Factor Equity Projected Federal LIHTC $13,007,450 $13,006,149 $0.90 $ 11,705,534 Total $11,705,534 The above pricing assumes 100% of residential depreciation being taken over 30 years; 100% of depreciation on site improvements being taken over 1 year; and 100% of depreciation on personal property being taken over 1 year. The allocation of the depreciable line items is subject to Red Stone’s review and approval. The Company will engage an accounting firm acceptable to Red Stone to perform a cost segregation study, the cost of which will be paid by the Company. Red Stone will fund its capital contribution pursuant to the following schedule: A. 15.00% ($1,755,830) shall be paid upon the later of (a) the execution of the Company Agreement, (b) receipt and approval of all due diligence items on Red Stone's due diligence checklist, (c) receipt by the Company of commitment for a non-recourse permanent loan acceptable to Red Stone, (d) receipt of commitments of the additional financing sources described in Paragraph 11, and (e) closing and initial funding of the construction loan and the soft loans. B. 83.00% ($9,715,593) upon the later of (a) satisfaction of the funding conditions described in (A) above, (b) receipt of an architect’s certificate of lien-free substantial completion, (c) receipt of permanent certificates of occupancy, (d) receipt of the final cost certification from an independent certified public accountant, (e) repayment of the construction loan and funding of the Project’s permanent mortgage (or such condition will be met concurrently with the payment of this installment), (f) satisfaction of all funding conditions required for the permanent mortgage, including without limitation, three consecutive months of a 1.15 to 1.00 Debt Service Coverage ratio (“DSC”) and 90 days of 90% occupancy, (g) achievement of 100% qualified occupancy, (h) calculations of the preliminary adjusters have been prepared, and (i) July 1, 2023. C. 2.00% ($234,111) upon the later of (a) satisfaction of the funding conditions described in (B) above, (b) receipt of permanent certificates of occupancy, (c) receipt of IRS Form 8609s and a recorded extended use agreement, (d) receipt and review of an acceptable initial tenant file audit, and (e) calculations of final adjusters have been prepared. 202 Clearwater Gardens Clearwater, Florida June 16, 2021 Page 4   5. Adjusters. A. Increase or Decrease in Housing Credits. In the event that actual Housing Credits as determined by the cost certification and 8609s exceeds Projected Federal LIHTC, Red Stone will pay an additional capital contribution equal to the product of (i) $0.90 multiplied by (ii) the difference between the actual Federal LIHTC and the Projected Federal LIHTC. In the event that actual Housing Credits as determined by the cost certification and 8609s are less than Projected Federal LIHTC, Red Stone’s capital contribution will be reduced by an amount equal to the product of (i) $0.90 multiplied by (ii) the difference between the Projected Federal LIHTC and the actual Federal LIHTC (“Adjustment Amount”). If the Adjustment Amount exceeds the total of all unfunded capital contributions, then the Managing Member will make a payment (which payment shall be guaranteed by the Guarantors) to the Company equal to the amount of such excess, and the Company will immediately distribute such amount to Red Stone as a return of its capital contribution. B. Timing of Housing Credit Delivery. In addition to the Adjustment Amount, Red Stone’s capital contribution will be similarly reduced in the event that the actual delivery of Housing Credits is slower than the anticipated schedule set forth in Paragraph 3. The amount (the “Late Delivery Adjustment”) of this reduction will equal the product of (i) $0.60 multiplied by (ii) the difference in the Projected Federal LIHTC and actual Housing Credits for such years are less than the amounts shown in Paragraph 3. Conversely, in the event that the actual delivery of Housing Credits exceeds the anticipated schedule set forth in Paragraph 3, Red Stone will pay an additional capital contribution (the “Early Delivery Adjustment”) equal to the product of (i) $0.40 multiplied by (ii) the difference between actual Housing Credits and the Projected Federal LIHTC. Red Stone will pay such additional capital contribution at the funding of its final capital contribution installment. Notwithstanding the above, in no event will the net additional Capital Contribution to be paid by Red Stone exceed 5% of the total original Capital Contribution amount, and Red Stone will pay such additional Capital Contribution at the funding of its final capital contribution. Such additional Capital Contribution will be used to pay any outstanding fees owed to Red Stone and then will be distributed in accordance with the provisions of Paragraph 10(B), below. 6. Reserves. The Company will fund the following reserves: A. Operating Reserve. The Company will fund and maintain an Operating Reserve to be funded from the Second Capital Contribution in an amount of $212,952. Any release of funds from the Operating Reserve will be subject to Red Stone’s consent. Pursuant to Paragraph 10(B), the Operating Reserve will be replenished up to $212,952 (the “Minimum Balance”) from cash flow to the extent withdrawals are made. No withdrawals may be made from the Operating Reserve until the Maximum ODG Amount (as defined in Paragraph 7(B) below) is funded by the Managing Member, as required pursuant to Paragraph 7(B)(ii) below. To the extent the balance of the Operating Reserve is less than the Minimum Balance at the expiration of the ODG Period as described in Paragraph 7(B)(ii) below, the Managing Member shall cause the Operating Reserve to be replenished back to the Minimum Balance and the ODG Period shall be extended until such Operating Reserve has been replenished. The Operating Reserve shall remain an asset of the Company and shall be subject to distribution in accordance with Paragraph 10(C) below, subject to the approval of any project lenders. 203 Clearwater Gardens Clearwater, Florida June 16, 2021 Page 5   B. Replacement Reserve. A capitalized Replacement Reserve in the amount of $28,800 shall be established for the benefit of the Partnership in a segregated account no later than the payment of the Second Capital Contribution. Further, the Project operating expenses will include the funding of a Replacement Reserve in the amount of $300 per unit or such other amount specified by the project lenders increasing by 3% per annum. Any release of funds from the Replacement Reserve will be subject to Red Stone’s consent. 7. Guarantees. The Guarantors will guarantee the following obligations of the Managing Member: A. Construction Completion Guarantee. The Guarantors shall guarantee the Managing Member’s obligation of lien-free completion of the Project in accordance with the plans and specifications approved by Red Stone for the amount set forth in the approved project development budget. The Construction Completion Guarantee will provide that the Guarantors shall pay any amount in excess of the approved project development budget as well as any Project deficiency arising prior to Stabilized Operations (as defined in Paragraph 7(B) below). Payments made under this guaranty will not constitute loans to the Company or capital contributions and no Guarantors will have any right to receive any repayment on account of such payments. B. Operating Deficit Guarantee. The Guarantors will agree to advance to the Company any amounts required to fund operating deficits arising after the expiration of the Construction Completion Guarantee, if needed, as follows: (i) The guarantee shall be unlimited until the Project achieves “Stabilized Operations”. Stabilized Operations is to be defined as the later to occur of (i) construction loan payoff and conversion to approved non-recourse permanent financing; and (ii) rental income generated from the Project is sufficient to pay all operating expenses of the Project, including, without limitation, all actual or anticipated mandatory debt service; real estate taxes; insurance premiums; management fees; and replacement and operating reserve deposits and maintain a debt service coverage ratio of not less than 1.15 to 1.00 for 3 consecutive months after funding and commencement of amortization of the Project’s permanent loan. To the extent applicable, if Project income is insufficient to enable the Project to attain the required debt service coverage necessary for the closing or conversion of all permanent loans, the Guarantors will agree to pay down the construction loan in an amount necessary to allow the Project to cause the closing or conversion of all permanent loans by the conversion date required by the lender(s). Payments made under this guarantee will not constitute loans to the Company or capital contributions and no Guarantors will have any right to receive any repayment on account of such payments. (ii) Following (i) above, for a period of 60 months following the achievement of Stabilized Operations (the “ODG Period”), the amount shall be limited to $212,952 (the “Maximum ODG Amount”), and will be released provided the Project maintains a minimum of 1.15 to 1.00 debt service coverage ratio over each of the last consecutive 4 quarters of the ODG Period. Any amounts so advanced will constitute interest-free loans (“Operating Deficit Loan”) repayable out of future available cash flow or out of available proceeds of a sale or refinancing described in Paragraph 10. 204 Clearwater Gardens Clearwater, Florida June 16, 2021 Page 6   C. Repurchase Guarantee. The Guarantors will repurchase Red Stone’s interest upon the occurrence of certain events described in the Company Agreement. D. Housing Credit Shortfall and Recapture Guarantee. In addition to the Housing Credit and Timing Adjusters set forth in Paragraph 5, if the actual amount of Housing Credits for any year is less than Projected Federal LIHTC set forth in Paragraph 3, as adjusted by Paragraph 5, the Guarantors will guarantee payment to the Investor Member of an amount equal to the shortfall, or recapture amount, plus all applicable fees, penalties or other costs incurred by the Company and/or Red Stone as a result of such shortfall or recapture. The Guarantors will pay, on an after-tax basis, the Investor Member $1.00 for each dollar of Housing Credits lost, plus any related interest or penalties. Notwithstanding the foregoing, the Guarantors shall not be responsible for loss or recapture of Housing Credits attributable to changes to the Code after the achievement of Stabilized Operations. E. Environmental Indemnification. The Company and the Guarantors, jointly and severally, shall indemnify and hold harmless the Investor Member from and against all claims, actions, causes of action, damages, costs, liability and expense incurred or suffered based upon a violation of environmental laws, or respecting the presence of environmental hazards. F. Guarantors. The Guarantors will guarantee all of the Managing Member’s obligations including those set forth above. The Guarantors will maintain a minimum liquidity of $1,000,000 and a minimum net worth of $5,000,000. The Guarantors will provide Red Stone with annual financial statements evidencing compliance with the liquidity and net worth covenants above.   8. Construction. The Managing Member will arrange for a fixed or guaranteed maximum price construction contract in the anticipated amount of $17,772,144. The Managing Member shall cause lien-free completion to occur and shall provide either a payment and performance bond or letter of credit to secure the contractor’s obligations. Red Stone may, in its sole discretion, engage a construction consultant to review plans and specifications and evaluate the construction progress by providing monthly reports to the Company. 9. Fees. The following fees will be paid by the Company for services rendered in organizing, developing and managing the Company and the Project. A. Developer Fee. The Developer will earn a developer fee of $3,995,244. The portion of the developer fee that will not be paid out of the Capital Contributions will be deferred and payable by the Company to the Developer as a distribution of net cash flow in accordance with Paragraph 10(B). The deferred amount is projected to be $2,353,374 and will accrue interest at the rate of 8% per annum, or such other interest rate acceptable to tax counsel, in effect as of the placed-in-service date of the project. The balance of the developer fee that is not projected to be permanently deferred is projected to be $1,641,870 (“Cash Development Fee”) will be paid out of the Capital Contributions in amounts not to exceed the following (each stated as a percentage of Cash Development Fee): Capital Contribution # Cash Development Fee Amount or % First Capital Contribution 25% of paid fee Second and Third Capital Contribution Remainder of paid fee 205 Clearwater Gardens Clearwater, Florida June 16, 2021 Page 7   The deferred amount will be payable out of available cash flow and will mature on the 15th anniversary of the placed-in-service date (“Maturity Date”). If the deferred portion of the developer fee has not been repaid upon the Maturity Date, the Managing Member will be required to advance the Company the amount equal to the unpaid balance of the deferred amount. B. Property Management Fee. The property management fee will not exceed a total of 8% of gross collected rents. The appointment of, and terms of the property management agreement, are subject to the prior approval of Red Stone. C. Asset Management Fee. The Company will pay Red Stone an annual asset management fee in an amount equal to $5,000 per annum. The asset management fee will be paid annually and such fee shall accrue beginning on January 1, 2023, with the first payment due and payable on or before March 1, 2024, and each anniversary thereafter. The asset management fee will increase annually by 3%. E. Incentive Management Fee. An incentive management fee may be payable to the Managing Member on an annual basis in an amount equal to 90% of net cash flow, or such other amount as determined by and acceptable to tax counsel to Red Stone.   10. Distribution of Tax and Cash Benefits. A. Tax Benefits. Tax profits, tax losses, and tax credits arising prior to the sale or other disposition of the Project will be allocated 99.99% to the Investor Member, .001% to the Special Investor Member and .009% to the Managing Member. The Investor Member will have the right in its sole discretion to undertake a limited deficit restoration obligation at any time during the term of the Company. B. Net Cash Flow Distributions. Distributions of net cash flow, as defined in the Company Agreement, but generally all cash receipts less cash expenditures (e.g., payment of debt service and property management fee), will be made as follows: (i) to the Investor Member in proportion to any tax liability incurred by such partner; (ii) to the Investor Member, to make any payment of any unpaid tax credit adjuster or any tax credit shortfall or other debts owed to the Investor Member; (iii) to the Investor Member as payment of any unpaid Asset Management Fee; (iv) to replenish the Operating Reserve account to the Minimum Balance; (v) to the payment of any unpaid developer fee, until such fee has been paid in full; (vi) to the payment of any debts owed to the Managing Member; (vii) 90% to the payment of any incentive management fee, or such other amount as determined by and acceptable to tax counsel; and 206 Clearwater Gardens Clearwater, Florida June 16, 2021 Page 8   (viii) the balance, .009% to the Managing Member, .001% to the Special Investor Member, and 99.99% to the Investor Member, or such other amount determined by and acceptable to tax counsel. C. Distributions upon Sale or Refinance. Net proceeds resulting from any sale or refinance will be distributed as follows: (i) in accordance with subparagraphs 10(i) through (iii) above; (ii) in accordance with subparagraphs 10(v) through (vi) above; (iii) to the Special Investor Member, 1% of such gross proceeds as a Company liquidation fee; (iv) to the Investor Member in an amount equal to any projected exit taxes: (v) the balance, 90.000% to the Managing Member, 9.999% to the Investor Member, and 0.001% to the Special Investor Member, or such other amount as determined by and acceptable to tax counsel. 11. Debt Financing. As a condition to funding the capital contribution described in Paragraph 4, the Managing Member will deliver the loan commitments described below. The terms of these loans and/or financing sources are subject to Red Stone’s consent and all loans will be made directly from the lenders to the Company. A. Permanent Loan. The Company expects to receive non-recourse permanent loan commitments in the maximum amounts, and with the terms set forth below: Name Loan Amount Hard / Soft Debt Interest Rate Term (yrs.) Amort. (mos.) % of Cash Flow Perm Loan $4,875,000 Hard 4.25% 18 420 N/A B. Construction Loan. In addition to the permanent financing sources described above, it is expected that the project will be financed with a first-lien position construction loan in the form of tax-exempt bond proceeds in the anticipated amount of $15,000,000 with an approximate interest rate of TBD and a term of no less than 24 months. 12. Purchase Option and Right of First Refusal. For a period of two years following the compliance period, the Managing Member shall have an option to purchase the Project at the end of the compliance period for a purchase price equal to the greater of (i) fair market value or (ii) the sum of the amount of indebtedness secured by the Project, which indebtedness may be assumed by the Managing Member at its discretion, the amount of the federal, state, and local tax liability that the Investor Member would incur as a result of the sale and any amount of credits below the amount stated in Paragraph 3. 207 Clearwater Gardens Clearwater, Florida June 16, 2021 Page 9   13. Due Diligence, Opinions and Financial Projections. The Managing Member will satisfy all of Red Stone’s due diligence requirements, including an acceptable local law opinion. The Investor Member’s tax counsel will provide the tax opinion. The Company will reimburse the Investor Member an amount equal to $50,000 toward the costs incurred by the Investor Member in conducting its due diligence review and for the costs and expenses of Red Stone’s counsel and in connection with the preparation of the tax opinion, and for the costs of Red Stone’s other third party reports. Red Stone may deduct this amount from its first Capital Contribution and such amount will be payable to Red Stone in the event the Managing Member elects not to close the transaction for any reason. The financial projections to be attached to the Company Agreement and that support the tax opinion will be prepared by Red Stone based on financial projections provided by the Managing Member. The Managing Member financial projections will include eligible basis calculations, sources and uses, and cash flow statements. 14. Company Closing. Final Company closing will be contingent upon Red Stone’s receipt, review and approval in its sole discretion of all due diligence including the items set forth on its due diligence checklist to be delivered to the Managing Member. Final Company closing also is contingent upon (i) a satisfactory site visit conducted by Red Stone to determine overall market feasibility, including an analysis of proforma rents and expenses and (ii) Red Stone’s review and approval of all third party reports. Red Stone’s agreement to acquire the IM Interest on the pricing, terms and conditions contained in this letter are further based on the assumption that the Company closing will occur on the closing date. Terms and credit pricing herein shall be valid until the Closing Date. Red Stone will use reasonable efforts to keep the tax credit pricing and terms outlined in this letter constant though such date, but Red Stone reserves the right in its sole discretion to modify the tax credit pricing or other terms to be consistent with market conditions. 15. Exclusivity. Upon the execution of this Letter of Intent, the Managing Member agrees to cease its efforts to obtain financing from other sources. This exclusive arrangement shall terminate should Red Stone notify the Managing Member in writing that it does not intend to proceed with this investment any time prior to ratification by the Red Stone investment committee. Remainder of page left intentionally blank 208 Clearwater Gardens Clearwater, Florida June 16, 2021 Page 10   It is hereby acknowledged and understood that this proposal is not a commitment to invest, nor is it intended to be a letter of commitment, and Red Stone is not bound to any of the terms and conditions herein outlined. The terms of the financing set forth in this letter are not set until formally approved by Red Stone and the transaction documentation has been executed by Red Stone and the General Partner. Please confirm your acceptance of the terms described in this letter by signing the enclosed counterpart and returning to us at the address set forth on the first page of this letter. Sincerely, By: Name: Chris Murray Title: Managing Director The undersigned approves and accepts the terms of this letter agreement and agrees to work with Red Stone. MANAGING MEMBER: By: _________________________ Its: _________________________ Date: _________________________ GUARANTOR: By: _________________________ Its: _________________________ Date: _________________________ Brett Green, President 6//24/21 Brett Green, President 6//24/21 209 JPMorgan Chase Bank, N.A.  Community Development Real Estate  100 N Tampa Street, 33rd Floor, Tampa, FL 33602  Telephone: 813.483.8265  Facsimile: 866.580.3274 laura.m.myers@chase.com 1 March 2021 | v1 June 17, 2021 Brett Green Archway Partners, LLC 475 Brickell Ave., Suite 2215 Miami, FL 33131 Re: Clearwater Gardens Clearwater, Pinellas County, Florida Dear Mr. Green: Thank you for considering JPMorgan Chase Bank, N.A. (“JPMorgan Chase” or “Lender”) as a potential construction and permanent lender for the development of affordable rental housing to be known as Clearwater Gardens in Clearwater, Pinellas County, Florida. We have completed a preliminary review of the materials you have submitted, and the following is a brief outline of the terms that we propose to underwrite for credit approval. Of course, this letter is for discussion purposes only and does not represent a commitment by JPMorgan Chase to provide financing for the project nor an offer to commit, but rather is intended to serve as a basis for further discussion and negotiation should you wish to pursue the proposed transaction. Our interest and preliminary terms are subject to change as our due diligence and discussions with you continue. Such a commitment can only be made after due diligence materials are received, reviewed and approved and credit approval has been obtained. Facilities: JPMorgan Chase will purchase tax exempt bonds in the amount of $15,000,000 to be issued by Housing Finance Authority of Pinellas County (“Issuer”), the proceeds of which will fund construction and permanent loans to the Borrower. Upon meeting the conditions required for the permanent period, the Construction Loan will convert to a Permanent Loan in an amount not to exceed $4,875,000. Borrower: A to-be-formed single-asset entity affiliated with the Developer. Developer: Archway Partners, LLC Project: Clearwater Gardens will consist of a 96-unit affordable rental property that will be targeted towards families and located at 1250 Cleveland Street, Clearwater, Pinellas County, Florida Construction Loan Amount: Approximately $15,000,000; subject to final budget, sources and uses of funds, and LIHTC equity pay-in schedule. 210 JPMorgan Chase Bank, N.A.  Community Development Real Estate  100 N Tampa Street, 33rd Floor, Tampa, FL 33602  Telephone: 813.483.8265  Facsimile: 866.580.3274 laura.m.myers@chase.com 2 March 2021 | v1 Initial Term: 24 months. Interest Rate: LIBOR plus 190 bps. Any LIBO Rate less than 0.50% shall be deemed to be 0.50%. (2.40% as of June 16, 2021). The construction interest reserve will be calculated with a cushion determined by Lender. Lender will use a hardwired approach to LIBOR replacement. Commitment Fee: 1% of the loan amount. Extension Option: One, conditional, six-month maturity extension(s). Extension Fee: 0.25% of the sum of the loan balance and the amount remaining of the original commitment. Collateral: First mortgage; other typical pledges and assignments. Guarantee: Full payment and completion guarantees and environmental indemnity by a guarantor or guarantors/indemnitor(s) satisfactory to JPMorgan Chase. Developer Fee: Assigned to Lender. Notwithstanding provisions of the LP or LLC Agreement, any payments of developer fee prior to permanent debt conversion are subject to Lender's prior approval. Tax Credit Equity: At least 15% must be paid in at closing. The identity of the equity investor and pay-in schedule for this transaction must be disclosed and acceptable to the Lender in its sole discretion. Subordinate Liens: Subordinate financing will be permitted subject to approval of terms by JPMorgan Chase. Repayment: Construction Loan will be repaid from equity funded up to and including conversion to the Permanent Loan and from the Permanent Loan. Loan to Value: Up to 80% including the value of the real estate and low income housing tax credits. Contract Bonding: 100% Payment and Performance Bonds from “A” rated surety Permanent Loan Amount: $4,875,000 subject to final underwriting. Commitment Fee: 1.00% of the Permanent Loan amount payable at Construction Loan closing. Interest Rate: The interest rate for the Permanent Loan shall be locked at Construction Loan closing. The applicable interest rate shall be the 10-Year Swap Rate plus 280 bps. The 10-Year Swap Rate will be subject to a floor of 1.00%. Current indicative rate is 4.25%. The underwriting rate equals the indicative rate plus 25 bps. 211 JPMorgan Chase Bank, N.A.  Community Development Real Estate  100 N Tampa Street, 33rd Floor, Tampa, FL 33602  Telephone: 813.483.8265  Facsimile: 866.580.3274 laura.m.myers@chase.com 3 March 2021 | v1 Outside Conversion Date: The Borrower must convert to the Permanent Loan on or before 30 months from Construction Loan closing. This “Outside Conversion Date” is the Construction Loan closing date advanced by the sum of (i) the number of months of the initial Construction Loan term and (ii) the maximum number of months available under the Extension Option. Failure to Convert to the Permanent Loan: In the event the Permanent Period does not commence for any reason or does not commence on or before the Outside Conversion Date, the Borrower shall pay Lender a break funding premium equal to the greater of 1.0% of the Permanent Loan commitment amount or yield maintenance. Permanent Loan Term: Measured from Construction Loan closing and equal to the sum of (i) the number of months to the Outside Conversion Date and (ii) 180 months (15 years). Amortization: 35 years. Collateral: First mortgage; other typical pledges and assignments. Guarantee: After conversion, the Permanent Loan shall be non-recourse to the Borrower, except as to standard carve-outs for the Borrower, General Partner, and Key Principals. Loan to Value: Up to 80% of the stabilized rent-restricted value. Conversion Requirements: At least three consecutive calendar months of not less than:  1.20x debt service coverage ratio (DSCR); 1.15x all-in DSCR including all loans requiring debt service payment, and  90% economic and physical occupancy. And the pro-forma forecast shows DSCR (based on annual revenue growth of 2% and annual expense growth of 3%) of not less than 1.00x in the Permanent Period. As applicable, commercial income and commercial tenants will be excluded from the DSCR and occupancy requirements. Prepayment Terms: Prepayment prior to three years before the Permanent Loan maturity date will be subject to a prepayment fee equal to the greater of 1% of the loan balance or yield maintenance. Thereafter, prepayment will be without premium. Escrows/Reserves: Bank controlled escrows required for property taxes, insurance, and replacement reserves. Replacement reserve of $300/unit/year (or such higher amount as required by any other party to the transaction) funded at conversion with 3-month initial deposit. An operating reserve equal to six months of operating expenses and debt service payments, to stay in place for the life of the loan, is required. 212 JPMorgan Chase Bank, N.A.  Community Development Real Estate  100 N Tampa Street, 33rd Floor, Tampa, FL 33602  Telephone: 813.483.8265  Facsimile: 866.580.3274 laura.m.myers@chase.com 4 March 2021 | v1 We appreciate the opportunity to discuss with you the possibility of providing construction and permanent financing for the proposed project. This letter of interest is for your, the tax credit and bond allocating agency’s information and use only, and is not to be shown to or relied upon by other parties. Please note, credit markets are volatile. Loan fees and interest rates are subject to adjustment prior to Construction Loan Closing. JPMorgan Chase and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which you may have conflicting interests regarding the transaction described herein or otherwise. JPMorgan Chase and its affiliates may share information about you in connection with the potential transaction or other possible transactions with you. This letter, which expires December 31, 2021, serves as an outline of the principal terms of the proposed facility, and is subject to receipt and satisfactory review of all due diligence materials by Lender and to change as described above. JPMorgan Chase Bank N.A. cannot extend any legally binding lending commitment until formal credit approval has been obtained and a commitment letter has been issued. Sincerely, 213 Section 3.3 Proposed Land Use and Lease Rates 214 PROPOSED LAND USE AND LEASE RATES The Development Team is familiar with all Local, State and Federal guidelines as we have developed housing in numerous municipalities throughout the state and Tampa Bay Area. The team has lengthy experience in zoning and land use matters, with the ability to analyze existing entitlements of a property and determine the highest and best use of the site and, if necessary, rezone or execute a comprehensive plan amendment. In the case of Clearwater Gardens, the current zoning and land use designation permits the proposed multifamily development under the existing zoning code and rezoning or land use change will not be required. The development will consist of 50 one-bedroom units and 46 two-bedroom units serving households with an income level ranging from 30% to 80% of the Area Median Income. The one bedroom units will rent for $350 - $1,042 per month and the two-bedroom units will lease for $413 - $1,243 per month. 215 Section 3.4 Incentives to Improve Project Feasibility 216 INCENTIVES TO IMPROVE PROJECT FEASIBILITY We are requesting an allocation for our project from the Public Amenities Incentive Pool through a Level Two Flexible Development Application (FLD). This application process is available to affordable housing developments and provides a 20% density bonus to an approved development. 1250 Cleveland Street consists of 2.34 acres with an allowable density of 35 units per acre. This would permit a total of 82 units on the site. However, we’ve held calls with Clearwater Planning and Zoning Staff to understand the process for obtaining the density bonus and we feel strongly that we will be able to add an additional 14 units to the development. However, if we are unsuccessful in securing the additional density, we still believe that an 82-unit development on the site is feasible and beneficial to the CRA and residents of Clearwater. As detailed in our Financing Plan, Clearwater Gardens will be financed with SAIL funding from Florida Housing Finance Corporation (“FHFC”). In order to submit a successful application for SAIL funding, FHFC requires all applicants to obtain a minimum local government contribution as a “show of support” for the project. These contributions can be in the form of a grant, loan, or waiver/deferral of impact fees. As part of this submission, we are requesting a contribution of $75,000 which is the minimum amount required from FHFC in order to meet the local contribution requirement. Applications submitted without this local match will not receive funding from FHFC. Our primary plan is to pursue 4% tax credits, tax-exempt bonds and FHFC SAIL; however, in order to obtain the best chance of securing funding from Florida Housing and if the City deems it in their best interest, we would also like to pursue 9% Tax Credits for this Development. In order to submit a competitive 9% application, FHFC prioritizes applications that include a larger local government contribution. The minimum amount required from the local government to meet this priority is $640,000. These funds would need to be in the form of a grant or loan from the City of Clearwater. This is not a requirement of our proposal; however, it is an option we are recommending in order to increase the likelihood of obtaining funding for the project. We are proposing to purchase the site for the full market value of $1,350,000, per the appraisal from James Millspaugh & Associates, Inc., dated May 26th, 2021. We would request that the CRA contribute the purchase price to the development as seller financing, in the form of a Purchase Money Mortgage. This money will go directly into the project and will help to further increase the project’s feasibility. 217 Tab 4 Development Concept Ability to Meet Redevelopment Objectives 218 DEVELOPMENT CONCEPT Since March 2021, our development and design team has gained a thorough understanding of the development potential of 1250 Cleveland Street and we have had planning discussions with the CRA so that we fully understand the process as well as their goals and objectives for developing the property. Throughout this process we have also conducted substantial due diligence on the site. We have already obtained a boundary survey of the property, which has allowed us to design a thorough site plan, renderings, and 3D model of the development. The proposed site plan, which is included in our proposal, has been designed in accordance with our numerous discussions with the City of Clearwater Planning and Zoning Staff. We feel confident our proposed site plan and design is in compliance and alignment with the Downtown Gateway Character District. The Archway Team is proposing to develop at least 80-units at 1250 Cleveland Street. However, based on the existing zoning, land use, available density bonuses, and our meetings with Clearwater Planning and Zoning Staff, we believe up to 96-units can be built onsite by utilizing the Public Amenities Incentive Pool through a Level Two Flexible Development Application (FLD). This application process is available to affordable housing developments and provides a 20% density bonus to an approved development. The project will consist of a single, four-story, midrise apartment building that will provide high quality affordable and workforce housing to the residents of Clearwater. The development will consist of 50 one-bedroom units and 46 two-bedroom units serving households with an income level ranging from 30% to 80% of the Area Median Income. The units will range in size from 650 square feet to 975 square feet. We will provide one parking space per unit, plus 13 additional parking spaces for visitors and guests, for a total of 109 parking spaces onsite. We have also set aside various areas throughout the community dedicated to deliveries and rideshare (Uber/Lyft) pickup and drop off. The building will also have secure access and CCTV camera monitoring to ensure the safety of all the residents. Construction is anticipated to start within the next 12 months. Residents will have access to outdoor spaces as the building will feature balconies and we have also committed to providing a terrace, rooftop garden and other amenities available for use by all of the building’s residents. Community gardens have been shown to have multiple benefits to the surrounding neighborhood in which they are located through community development, stress relieving effects, health promotion, social connections, and increased physical activity. Therefore, we find it very important to maintain the integrity of the existing community garden. Through understanding the success of this program, our development plan would include expanding on the current concept for our residents by allocating up to $500,000 towards a rooftop terrace with its 219 own private community garden for the residents of Clearwater Gardens. This will ensure that the growing neighborhood still has access to a community garden and the residents of Clearwater Gardens have the ability to enjoy these benefits in the years to come. We have included some sample renderings of what we anticipate the rooftop community garden to look like; however, we are open to discussing alternative options/designs. Our team has positioned the residential building on Cleveland Avenue and has allowed for access off of Betty Lane and Lincoln Avenue. The development vision is to design a community that follows the new urbanism design concepts which promotes pedestrian friendly buildings with limited setbacks, oriented towards the main thoroughfares, and with parking that is hidden from street view. This will encourage walkability and direct pedestrian access from Cleveland Street. This design is in direct alignment with the City of Clearwater’s recent upgrades and investment in the Cleveland Street public right-of-way. This design is conceptual in nature and for discussion purposes with the CRA Review Committee. Prior to any plans being formalized, our team will garner input from various community stakeholders, including the Clearwater CRA. Significant landscaping will also be provided as a buffer to the adjacent property owners in order to maintain privacy for our neighbors as well as the future residents of the community. These exterior features will create an inviting, walkable streetscape in an urban environment. The Clubhouse and Community Center is positioned at the entrance of the community to ensure easy access for guests and residents from Cleveland Street as well as resident parking area. The Community Center will be 4,000 square feet and include a large flexible community space with a kitchen designed to hold community events. The development will also include an onsite leasing office where the property management company will greet residents and guests, a tech-lab, co- working space, fitness center, children’s game room, and rooftop terrace/community garden for the residents. The site plan has been designed through the use of Crime Prevention Through Environmental Design (CPTED), which is a key component to ensuring a safe community. CPTED is a multi- disciplinary approach for reducing crime through urban and environmental design and the management and use of built environments. CPTED strategies aim to reduce victimization, deter offender decisions that precede criminal acts, and build a sense of community among inhabitants, so they can gain territorial control of areas and reduce opportunities for crime and fear of crime. The project will be built with concrete masonry construction utilizing sustainable and locally sourced construction materials. The exterior façade will consist of various building materials including face brick, metal roof accents, varying types of vertical and shaker siding and shutters. Landscaping will incorporate a mix of local Florida foliage such as Sylvester Palms, Live Oaks, Crape Myrtles, Podocarpus and Hibiscus. 220 Each unit will feature designer kitchens, including stainless steel appliances, 3CM granite kitchen countertops and kitchen island, solid surface flooring throughout the units, all wood shaker style cabinets, window coverings, walk-in closets, energy efficient appliances, low-flow water fixtures, programable thermostats and many other energy efficiency features designed to lower utility costs. We have partnered with E3 Building Sciences, a leading Green Building and Energy Consultant, to assist our team in the design process. E3 has a reputation for delivering high-quality energy efficient buildings throughout Florida. E3 will ensure Clearwater Gardens obtains a LEED Green Building Certification or other similar nationally recognized green building certification. The proposed development has been designed to comply with all Local and Federal building and design criteria, including the most recent building code. The development team will make best efforts go beyond the minimum Florida Building Code requirements. So long as it is financially feasible, the Project will be designed and built to the strictest hurricane requirement in the State of Florida. The development will be designed to comply with the Uniform Federal Accessibility Standards (UFAS) and 5 percent of the dwelling units will meet the UFAS guidelines for persons with mobility disabilities. An additional 2 percent of the dwelling units will be accessible for persons with hearing or visual disabilities. In addition to the UFAS requirements, all of Archway’s developments shall meet Fair Housing Act Accessibility, ADA and Section 504 Guidelines to the extent required. Clearwater Gardens has been thoughtfully designed by a team of highly qualified professionals with the experience and expertise to create a successful project. Upon completion, the proposed development will provide residents of Pinellas County with a beautiful and affordable place to call home. Although the units will be provided to residents at a below market rental rate, the development will be built with the highest quality standards in the marketplace; it will be aesthetically pleasing and match the surrounding look and feel of the neighborhood; and it will be a development that evokes feelings of pride within the community. 221 UNIT COUNT 1 BEDROOM 2 BEDROOM 06 06 12 12 16 14 TOTAL PER FLOOR TOTAL PER UNIT TYPE 12 24 30 50 46 2ND FLR 3RD FLR1ST FLR 96 16 14 30 4TH FLR DATE: © 2021 A FUGLEBERG KOCH COMPANY 2555 TEMPLE TRAIL, WINTER PARK, FL 32789 TEL: (407) 629-0595 www. FKCOMPANIES.com FL LICENSE # 0009897ARCHITECTURE Concept Site Plan Clearwater Gardens -06/22/21 SITE INFORMATION: •ZONING: RESIDENCIAL AND MIXED- USED MODERATE INTENSITY •SITE AREA : 2.32 ACRE (101,078.68SF) •SITE WIDTH: 387 FT •SITE LENGTH: 210 FT -283 FT CONCEPTUAL SITE PLAN NTS DENSITY: •MAXIMUM DENSITY ALLOWED: FAR 1.5 •DENSITY PROVIDED: FAR 1.2 COMMUNITY GARDEN TOTAL PARKING SPACES 110 RETENTION POND TRASH STAIR STAIR TRASH STAIR STAIRELEVATOR MAINT./MEP MAINT./MEP COMMOM AREAS - DOUBLE CEILING HEIGHT COVERED PARKING SPACES PERSPECTIVE - STREET VIEW 3'-8" SETBACK - NARROWEST POINT 3'-8" SETBACK - NARROWEST POINT SETBACKS: •FRONT SETBACK REQUIRED: 3' TO 5' PROVIDED: 3' -8" •SIDE STREET SETBACK REQUIRED 3' TO 5' PROVIDED: 3' -8" BUILDING HEIGHT: •ALLOWED: 55' •PROVIDED: ~45' LANDSCAPE: •PROVIDED: ~ 24,000.00 ~ 23% OF THE SITE AREA PARKING: •27 TUCK-UNDER SPACES •66 CENTRAL SPACES •06 ACCESSIBLE COVERED SPACES •10 PARALLEL PARKING SPACES •REQUIRED PARKING: 96 SPACES •PROVIDED : 109 SPACES SITE LOCATION 1250 CLEVELAND STREET CLEARWATER - FL 2 BR UNIT 1 BR UNIT PERSPECTIVE - PARKING VIEW 222 Clearwater Gardens 223 Sample Rooftop Community Garden 224 Tab 5 Proposed Timeline for Construction 225 Clearwater Gardens - Project Timeline Task Name Status Start Finish Duration Clearwater CRA Board Approval 7/30/2021 7/30/2021 0 Third Party Reports 89 Updated Phase I - ESA 8/9/2021 9/8/2021 30 Survey Complete 5/1/2021 6/8/2021 38 Geotechnical Report 8/9/2021 8/30/2021 21 Construction Drawings 179 Obtain Bids from Architects & Engineers Complete 5/1/2021 5/15/2021 14 Execute Architect & Engineer Agreements 8/29/2021 8/29/2021 0 Schematic Design Drawings 10/15/2021 11/29/2021 45 Design Development Drawings 11/30/2021 1/29/2022 60 Construction Documents 1/30/2022 3/31/2022 60 GC Contract 61 Preliminary Bids from GC's 3/1/2022 3/15/2022 14 Finalize Bids 3/16/2022 3/30/2022 14 Negotiate GC Contract 3/31/2022 4/30/2022 30 Execute GC Contract 5/1/2022 5/4/2022 3 Obtain Building Permit 71 Submit CD's to City for Building Permit 4/5/2022 4/8/2022 3 City Review Period 4/9/2022 5/14/2022 35 Revise Plans According to City Comments 5/15/2022 5/25/2022 10 Resubmit for Building Permit 5/26/2022 5/29/2022 3 Obtain Building Permit 5/30/2022 6/19/2022 20 Lender & Investor Approval 42 Commence Credit Underwriting 1/15/2022 1/15/2022 0 Obtain Term Sheets and LOI from Lender/Investor Complete 6/1/2021 6/21/2021 20 Execute Term Sheets and LOI from Lender/Investor 6/22/2021 6/24/2021 2 Obtain Appraisal Complete 6/4/2021 6/4/2021 0 Complete Third Party Plan & Cost Analysis 5/5/2022 5/25/2022 20 Financing Closing 45 Begin Weekly Closing Calls 5/5/2022 5/5/2022 0 Lenders & Investors Distribute Draft Loan Docs 6/4/2022 6/4/2022 0 Comments Due on Draft Loan Docs 6/5/2022 6/20/2022 15 Finalize Loan Docs 6/21/2022 7/6/2022 15 Close on Transaction 7/7/2022 7/22/2022 15 Construction 458 Commence Construction 7/30/2022 7/30/2022 0 Construction 50% Complete 7/30/2022 3/16/2023 229 Construction 100% Complete 3/17/2023 11/1/2023 229 226 Tab 6 Other Forms 227 Exhibit A Exceptions/Additional Materials/Addenda form 228 EXCEPTIONS / ADDITIONAL MATERIAL / ADDENDA Development of 1250 Cleveland St.24 RFP/Q #43-21 Proposers shall indicate any and all exceptions taken to the provisions or specifications in this solicitation document. Exceptions that surface elsewhere and that do not also appear under this section shall be considered invalid and void and of no contractual significance. Exceptions (mark one): **Special Note – Any material exceptions taken to the City’s Terms and Conditions may render a Proposal non-responsive. No exceptions Exceptions taken (describe--attach additional pages if needed) Additional Materials submitted (mark one): No additional materials have been included with this proposal Additional Materials attached (describe--attach additional pages if needed) Acknowledgement of addenda issued for this solicitation: Prior to submitting a response to this solicitation, it is the vendor’s responsibility to confirm if any addenda have been issued. Addenda Number Initial to acknowledge receipt Vendor Name Date: x Addendum #2 x 229 Exhibit B Vendor Information form 230 VENDOR INFORMATION Development of 1250 Cleveland St. 25 RFP/Q #43-21 Company Legal/Corporate Name: Doing Business As (if different than above): Address: City: State: Zip: - Phone: Fax: E-Mail Address: Website: DUNS # Remit to Address (if different than above): Order from Address (if different from above): Address: Address: City: State: Zip: City: State: Zip: Contact for Questions about this proposal: Name: Fax: Phone: E-Mail Address: Day-to-Day Project Contact (if awarded): Name: Fax: Phone: E-Mail Address: Certified Small Business Certifying Agency: Certified Minority, Woman or Disadvantaged Business Enterprise Certifying Agency: Provide supporting documentation for your certification, if applicable. 231 Exhibit C Vendor Certification of Proposal form 232 VENDOR CERTIFICATION OF PROPOSAL Development of 1250 Cleveland St. 26 RFP/Q #43-21 By signing and submitting this Proposal, the Vendor certifies that: a) It is under no legal prohibition to contract with the City of Clearwater. b) It has read, understands, and is in compliance with the specifications, terms and conditions stated herein, as well as its attachments, and any referenced documents. c) It has no known, undisclosed conflicts of interest. d) The prices offered were independently developed without consultation or collusion with any of the other respondents or potential respondents or any other anti-competitive practices. e) No offer of gifts, payments or other consideration were made to any City employee, officer, elected official, or consultant who has or may have had a role in the procurement process for the services and or goods/materials covered by this contract. f) It understands the City of Clearwater may copy all parts of this response, including without limitation any documents and/or materials copyrighted by the respondent, for internal use in evaluating respondent’s offer, or in response to a public records request under Florida’s public records law (F.S. 119) or other applicable law, subpoena, or other judicial process. g) Respondent hereby warrants to the City that the respondent and each of its subcontractors (“Subcontractors”) will comply with, and are contractually obligated to comply with, all Federal Immigration laws and regulations that relate to their employees. h) Respondent certifies that they are not in violation of section 6(j) of the Federal Export Administration Act and not debarred by any Federal or public agency. i) It will provide the materials or services specified in compliance with all Federal, State, and Local Statutes and Rules if awarded by the City. j) It is current in all obligations due to the City. k) It will accept such terms and conditions in a resulting contract if awarded by the City. l) The signatory is an officer or duly authorized agent of the respondent with full power and authority to submit binding offers for the goods or services as specified herein. ACCEPTED AND AGREED TO: Company Name: Signature: Printed Name: Title: Date: 233 Exhibit D Scrutinized Companies Form(s) As Required 234 235 236 Exhibit E E-Verify Eligibility form 237 238 Exhibit F W-9 Form 239 Form W-9 (Rev. October 2018) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification a Go to www.irs.gov/FormW9 for instructions and the latest information. Give Form to the requester. Do not send to the IRS.Print or type. See Specific Instructions on page 3.1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank. 2 Business name/disregarded entity name, if different from above 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the following seven boxes. Individual/sole proprietor or single-member LLC C Corporation S Corporation Partnership Trust/estate Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) a Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner. Other (see instructions) a 4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3): Exempt payee code (if any) Exemption from FATCA reporting code (if any) (Applies to accounts maintained outside the U.S.) 5 Address (number, street, and apt. or suite no.) See instructions. 6 City, state, and ZIP code Requester’s name and address (optional) 7 List account number(s) here (optional) Part I Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later. Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Number To Give the Requester for guidelines on whose number to enter. Social security number –– or Employer identification number – Part II Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. I am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding 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 generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later. Sign Here Signature of U.S. person a Date a General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9. Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following. • Form 1099-INT (interest earned or paid) • Form 1099-DIV (dividends, including those from stocks or mutual funds) • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (proceeds from real estate transactions) • Form 1099-K (merchant card and third party network transactions) • Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition) • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later. Cat. No. 10231X Form W-9 (Rev. 10-2018) Archway Partners, LLC ✔ 475 Brickell Ave., Suite 2215 Miami, FL 33131 85 1059940 7/22/20 240 Proposed Affordable and Workforce Housing Development Transforming Communities Through Equitable Partnerships www.Archway-Partners.com About Archway Brett Green, Founder & President •Born and raised in Orlando, FL •More than 15 Years of Real Estate Development Experience Affordable and Workforce Housing Specialists Principals Have Developed Over 1,500 Units Throughout Florida Public / Private Partnerships About Archway Close Relationships with State, Local and Federal Agencies •Florida Housing Finance Corporation (FHFC) •Tampa Housing Authority (THA) •Housing Authority of the City of Fort Myers (HACFM) •City of Tampa Community Development Department •U.S Department of Housing and Urban Development (HUD) Experience with all Public Financing Programs Visit our website at www.Archway-Partners.com to learn more •9% Tax Credits •Project Based Section 8 •State SAIL Funds •4% Tax Credits/Tax Exempt Bonds •City of Tampa HOME •CDBG & Disaster Recovery PREVIOUS DEAL EXPERIENCE West River Master Plan –Tampa, FL Master Plan with 1,500 Mixed-Income Residences 90K SF of Retail Including Publix Shopping Center and Retail Executed financing plan for six developments in three years Mary Bethune Apartments – Rehabilitation Mary Bethune Highrise –Tampa, FL 150-Units, Rehab Development (Elderly) Total Development Cost: $34,890,206 Financed with 4% Tax Credits, Bonds, and FHLB AHP Funds Construction Start: July 2019 Construction Completion: September 2020 Mary Bethune Apartments – Rehabilitation Boulevard Tower I –Tampa, FL 119-Units, New Construction (Family) Total Development Cost: $33,022,919 Financed with 9% Tax Credits, City of Tampa Funding, and RAD Assistance Payments Construction Start: December 2019 Construction Completion: June 2021 Boulevard Tower II –Tampa, FL 119-Units, New Construction (Family) Total Development Cost: $41,630,875 Financed with 4% Tax Credits, FHFC SAIL, Bonds, and City of Tampa Construction Start: March 2020 Construction Completion: August 2021 (Anticipated) Boulevard Tower III –Tampa, FL 133-Units, New Construction (Family) Total Development Cost: $44,747,674 Financed with 9% Tax Credits, City of Tampa Funding, and RAD Assistance Payments Construction Start: January 2020 Construction Completion: July 2021 (Anticipated) Georgian Gardens –West Palm Beach, FL 87-Units, New Construction (Elderly) Total Development Cost: $21,505,247 Financed with 9% Low-Income Housing Tax Credits and West Palm Beach Loan Construction Start: October 2018 Construction Completion: January 2020 The Preserve at Emerald Villas –Orlando, FL 96-Units, New Construction (Elderly) Total Development Cost: $18,016,325 Financed with 4% Tax Credits, Bonds, Orange County NSP, and FHFC SAIL Construction Start: March 2019 Construction Completion: May 2020 Springfield Crossings–Panama City, FL 60-Units, New Construction (Family) Total Development Cost: $13,176,936 Financed with 4% Tax Credits, Bonds & FHFC Hurricane Recovery Funding Construction Start: July 2020 Construction Completion: July 2021 Monroe Place –Sanford, FL 80-Units, New Construction (Elderly) Total Development Cost: $20,074,354 Financed with 9% Tax Credits Construction Start: July 2020 Construction Completion: July 2021 Pipeline Projects Welford Place –Starke, FL 50-Units, Affordable Development Weldon Crossings –Starke, FL 70-Units, New Construction Affordable Development Bonair Towers –Fort Myers, FL 100-Units, Substantial Rehabilitation Development Partnership with Fort Myers Housing Authority What Makes Us Unique Complex Financial Strategies Archway Partners has the experience and track record to execute creative and complex financial structures utilizing a variety of public and private funding sources. Community Development Creating social and equitable relationships is the foundation of our success. Working in the community is what makes us different. Efficient Design The Archway Team excels at designing efficient development plans to create projects where others thought it was not possible. DEVELOPMENT TEAM Actions Already Taken: Submitted Unsolicited Proposal for Site Redevelopment (March 19th, 2021) Survey (Completed June 10th, 2021) Retained Architect, Engineers and General Contractor Developed Preliminary Site Plan Created Architectural Renderings Held Pre-Application Meeting with City of Clearwater Identified Financial Partners JPMorgan Chase: Construction and Permanent Lender Red Stone Equity Partners: Tax Credit Equity Investor DEVELOPMENT CONCEPT Project Design Four-Story, Mid-Rise Building with Block & Plank Construction 96 Units 50 One-Bedroom/One-Bathroom Units 46 Two-Bedroom/Two-Bathroom Units Unit Sizes: 650 –975 Square Feet Serving Residents Between 30% -80% AMI New Urbanism Design One Parking Space Per Unit, Plus 13 Additional Spaces for Visitors/Guests Open Floor Plans Green Building Certification Amenities Clubhouse/Community Room Tech -Lab/Co-Working Space Onsite Fitness Center Children’s Game Room Secure FOB Access Rooftop Community Garden ($500,000) CLEARWATER GARDENS SITE PLAN CLEARWATER GARDENS RENDERING SAMPLE ROOFTOP COMMUNITY GARDEN Financing Plan 4% Tax Credits & Tax-Exempt Bonds FHFC SAIL and SAIL ELI Funding Applications Due: September 21, 2021 Leveraging Local Match ($75,000 Grant) 9% Tax Credits Applications Due: August 31, 2021 LGAO Not Required Project Timeline Clearwater CRA Board Approval August 2021 100% Construction Drawings March 2022 Executed GC Contract May 2022 Obtain Building Permit June 2022 Financial Closing July 2022 Construction Commencement July 2022 Construction 50% Complete March 2023 Construction 100% Complete November 2023 Pre-Leasing September 2023 Fully Leased February 2024 Stabilization May 2024 Next Steps: Execute Purchase and Sale Agreement Submit Florida Housing Finance Corporation Applications, Due August and September 2021 Finalize Development Agreement with the CRA Begin Level Two Flexible Development Application to Obtain Bonus Density COMMITTEE QUESTIONS Committee Questions: Question #1: The CRA anticipates awarding the bid and a development agreement at the next CRA meeting on August 16th. Will that work with the state funding request deadline? Answer: Yes, the Florida Housing funding applications are due on August 31st and September 21st. We would need to work quickly to formalize a purchase and sale agreement so that we can provide proof of site control in our funding applications. Question #2: Are you comfortable with the City granting a perpetual easement over the community garden prior to the property sale for the purpose of preserving this land use? Answer: Yes, we will grant a perpetual easement over the community garden. Committee Questions: Question #3: Do you need grant funding from Pinellas County to complete this project? Answer: We anticipate pursing funding from Pinellas County and other available funding sources; however, obtaining funding from Pinellas County is not an absolute requirement. Question #4: If, for whatever reason, you are not successful in submitting for the 4% RFA this year, would you consider submitting in 2022? Answer: Yes, we plan on pursuing all available funding sources including FHFC and others that are available throughout 2021 and 2022 (if necessary). Committee Questions: Question #5: Who do you envision maintaining the community garden? Answer: We would propose to keep the current management system that is in place for the existing community garden. The rooftop community garden, that is designated for the building residents, will be managed by our property management company, Royal American Management. We are open to discussing alternative options if the CRA would prefer. Question #6: There is a potential partnership with the Frontier property for additional housing units, shared parking etc. Is that possible with this kind of tax credit development? Answer: Yes, we are very interested in coordinating with Frontier to provide additional units and shared parking. However, our application that was originally submitted is feasible without other 3rd party agreements. Q & A Clearwater Gardens UNIT COUNT 1 BEDROOM 2 BEDROOM 06 06 12 12 16 14 TOTAL PER FLOOR TOTAL PER UNIT TYPE 12 24 30 50 46 2ND FLR 3RD FLR1ST FLR 96 16 14 30 4TH FLR DATE: © 2021 A FUGLEBERG KOCH COMPANY 2555 TEMPLE TRAIL, WINTER PARK, FL 32789 TEL: (407) 629-0595 www. FKCOMPANIES.com FL LICENSE # 0009897ARCHITECTURE Concept Site Plan Clearwater Gardens -06/22/21 SITE INFORMATION: •ZONING: RESIDENCIAL AND MIXED- USED MODERATE INTENSITY •SITE AREA : 2.32 ACRE (101,078.68SF) •SITE WIDTH: 387 FT •SITE LENGTH: 210 FT -283 FT CONCEPTUAL SITE PLAN NTS DENSITY: •MAXIMUM DENSITY ALLOWED: FAR 1.5 •DENSITY PROVIDED: FAR 1.2 COMMUNITY GARDEN TOTAL PARKING SPACES 110 RETENTION POND TRASH STAIR STAIR TRASH STAIR STAIRELEVATOR MAINT./MEP MAINT./MEP COMMOM AREAS - DOUBLE CEILING HEIGHT COVERED PARKING SPACES PERSPECTIVE - STREET VIEW 3'-8" SETBACK - NARROWEST POINT 3'-8" SETBACK - NARROWEST POINT SETBACKS: •FRONT SETBACK REQUIRED: 3' TO 5' PROVIDED: 3' -8" •SIDE STREET SETBACK REQUIRED 3' TO 5' PROVIDED: 3' -8" BUILDING HEIGHT: •ALLOWED: 55' •PROVIDED: ~45' LANDSCAPE: •PROVIDED: ~ 24,000.00 ~ 23% OF THE SITE AREA PARKING: •27 TUCK-UNDER SPACES •66 CENTRAL SPACES •06 ACCESSIBLE COVERED SPACES •10 PARALLEL PARKING SPACES •REQUIRED PARKING: 96 SPACES •PROVIDED : 109 SPACES SITE LOCATION 1250 CLEVELAND STREET CLEARWATER - FL 2 BR UNIT 1 BR UNIT PERSPECTIVE - PARKING VIEW 222