VI-C-9
SEPTEMBER 3, 2019

MEMORANDUM
TO:

MAYOR AND CITY COMMISSION

FROM:

CITY ATTORNEY’S OFFICE

DATE:

September 3, 2019

RE:

Selection of Affordable Housing Developer for City-Owned
Property located North of E. Bella Vista Street, West of W.
Lake Parker Drive, East of N. Lake Avenue and South of
TigerTown

On July 15, 2019, the City published a notice seeking proposals from developers
interested in undertaking to lease and develop for affordable housing approximately 2.83
acres of City-owned property located on E. Bella Vista Street, west of W. Lake Parker Dr.
The notice was issued in response to Community Development Block Grant – Disaster
Recovery (CDBG-DR) funds related to Hurricane Irma being made available through the
Florida Housing Finance Corporation (FHFC) for income-restricted workforce housing.
The City notice listed the following minimum criteria for disposition of the subject property:
•
•
•
•
•

The proposed development shall consist of a minimum of 80 multi-family units,
with 55% of the total units consisting of two-bedroom or larger units.
All units within the development shall be occupied by workforce households at or
below 80% of the Area Median Income (AMI), adjusted for family size, with at least
5% of the units set aside for households at or below 30% of AMI.
The proposed development must be affordable for a minimum of 99 years.
The developer must have successfully completed at least three affordable rental
housing developments, at least one of which was financed in whole or in part by
the Low-Income Housing Tax Credit Program.
The development must provide for a property management entity with
demonstrated experience in the management of at least two affordable rental
housing properties.

Two developers, Blue Sky Communities and Green Mills, provided responses that
meet the minimum criteria (see attached summary). Blue Sky Communities’ project
development experience utilizing Low Income Housing Tax Credits (LIHTC) for new
construction consists of 15 communities, four of which have been completed. Similarly,
Green Mills’ portfolio consists of 12 LIHTC communities, five of which have been
completed. Both developers propose the use of third-party property management
companies with experience managing multi-family projects, and more specifically,
developments utilizing LIHTC. Carteret Management Corporation (Blue Sky) manages
ten LIHTC communities. Royal American Management (Green Mills) manages 158 LIHTC

 communities. While both development teams have a comparable amount of development
experience, the Green Mills’ team has significantly more community management
experience.
Due to the rectilinear shape of the property, both proposals show an L-shaped,
multi-story building. Blue Sky’s proposed layout shows a 5-story building, a single
driveway, and an open stormwater pond. Green Mills’ proposed layout and rendering
depict a 4-story building, two driveways, and a vaulted stormwater system. The latter
allows for the majority of the building to face E. Bella Vista St. and for the majority of the
parking to be placed behind the building. It also creates a greater building setback from
the single-story skilled nursing facility (Consulate Health Care) to the east and a better
transition to the single-family homes on the south side of E. Bella Vista St. and the senior
living facility (Osprey Manor) to the west.
Both respondents have submitted proposed lease terms providing for rental
payments of ten dollars ($10.00) per year for a lease term of fifty (50) years, which is the
minimum duration lease term eligible for CDBG-DR funds. All improvements would
become the property of the City at the expiration of the lease, although the requirement
that the property be dedicated to affordable housing would continue for a total term of
ninety-nine (99) years. Both lease proposals are for net leases wherein the City would
not incur any expense related to its ownership of the property during the term of the lease,
the lessee being responsible for, without limitation, taxes, insurance, utilities, repairs and
maintenance. It should be noted that Green Mills originally included an alternative
proposal to purchase the property for $960,000, subject to appraisal, with a minimum
purchase price of $500,000. However, Green Mills has subsequently withdrawn its
purchase proposal and is proceeding solely with a proposal to lease the property upon
the above-stated terms.
Both respondents appear well-qualified and possess the requisite experience to
successfully develop the property as affordable housing through the Florida Housing
Finance Corporation CDBG-Disaster Recovery funding process. Both respondents also
offer virtually identical lease terms. Community Development staff is of the opinion that
Green Mills’ proposed site plan better integrates the project into the neighborhood. In
addition, the management company Green Mills proposes to utilize for the project
possesses superior experience to Blue Sky’s management company. It should also be
noted that Green Mills has recently successfully developed the Aida Palms affordable
housing development within the City of Lakeland. Based upon all of these factors, it is
recommended that the City Commission select Green Mills to develop an affordable
housing project utilizing CDBG-Disaster Recovery funds upon the above-described Cityowned property on E. Bella Vista Street and authorize the Mayor and City staff to finalize
and execute a lease with Green Mills, through its affiliate TIGERTOWN GM, LTD., in
substantial accordance with the terms outlined herein.
attachments

2

 Bella Vista Property Disposition
Developer
Community Name
Land Ownership Structure
Number of Units
Units by Type
1 – bedroom
2 – bedrooms
3 – bedrooms
Units by Income
Very low
Low
Moderate
Amenities
Project Experience
Property Management
Structure
Property Management
Experience
Minimum of 80 units with
55% of the total units
consisting of twobedrooms or larger
At or below 80% AMI; 5%
at or below 30% AMI
Affordable for a minimum
of 99 years
Completion of at least
three rental housing
developments; one of
which finance by LIHTC
Property management
entity having managed two
affordable housing projects

Blue Sky
Bella Vista Landing
Ground Lease*
86

Green Mills
Parker Pointe
Ground Lease*
80

27
49
10

28
44
8

14
47
25
playground, fitness center
15 LIHTC ( 4 completed)
Carteret Management
Corporation
22 communities/10 LIHTC

4
76
patio, community room
12 LIHTC (5 completed)
Royal American
Management
249 communities/158
LIHTC





















*$10/year or less plus any applicable administrative or management fees NTE $10/unit per year, plus taxes and
insurance.

 Tiger Town
202'

49'

49'
571'

N LAKE AV

30.8'

1072.76'

202'

89.98'

576.44'

72'
150'

150'

78'
10'

50'

50'

50'

66.67'

50'

25' 50'

80'

66.66'

80'

160'

50'

160'

160'

133.33'

160'

50'

75'

50'

50'

50'

50' 25' 25' 50'

Legend
Parcel 242806000000022030
13.79 Acres

Roads

Subject Property 2.83 Acres

Parcels

50'

50'

50'

50'

50' 25' 25' 50'

50'

50'

E Bella Vista
Street Property

50'

50'

50'

50'

50'

50'

100'

50'

50'

50'

50'

133'
196.6'

152.6'

100'
100'

38' 24' 26' 36'

20

105'

50' 20

105'

145'

145'

50'

50'

115.6'

95'`

50'

150'

50'

150'

50'

145'

145'

145'

145'

145'

145'

145'

63'
62.2'

50'

145'

50'

150'

50'

75'

40' 20 30' 30' 20 40'

75'

50'

145'

50'

12'

56.8'

68'

ST JAMES AV

40' 20 30' 30' 20 40'

50'

150'

62.2'

82'

140'

140'

140'
50'

50'

160'

15'

57.6'

50' 25' 25' 50'

150'

150'
132'

50' 35'

160'

50'

160'

50'

160'

160'

160'

160'

150'

150'

125'

125'

125'
15'

50'

E LOWELL ST

150'

140'

140'

58.6'

60'

50'

150'

50' 25' 25' 58.35'

60'

150'

50'

50'

150'

50'

50'

75'

70'

150'

50'

35'

160'

140'

120'

50'

140'

50'

52.3'

86.03'

120'

59.4'

165.64'

6'
80.

40' 20' 30' 30'

66.66' 66.66'

100'

75.91'

20'

140'

40' 20' 30' 30' 20' 60.2'
10'

140'

50'

E BELLA VISTA ST

160'

100'

50' 45.5'

150'

55.6'

120'

Osprey Manor Independent
Senior Living

35.6' 55'

55'

26'

250'

90.02'

32.67'
17.33'

110'

20.33' 20'

110.6'

30'

26'

31
.39
'

195.58'

26'

W L AK E P
AR KER DR

Subject Property

26'

26'
'
.44
REBECCA ST 31

50'

Consulate Health Care
Nursing Home

250'

165'

20' 20'

110'

32.67'

441.4'

City of Lakeland
Parcel ID
242806000000022030

50'

50'

µ

280'

 86 Units of Affordable Housing for Familes

Proposal for Disposition of Real Property
for Affordable Housing

Submitted TO:
CITY OF LAKELAND
COMMUNITY & ECONOMIC DEVELOPMENT
228 S. MASSACHUSETTS AVENUE
LAKELAND FL 33801
August 8, 2019

5300 W. Cypress St. Suite 200
Tampa, Florida 33607
www.blueskycommunities.com
813-384-4825 or 813-269-3853

 PROPOSAL SUBMITTED TO CITY OF LAKELAND
FOR DISPOSITION OF REAL PROPERTY

AFFORDABLE HOUSING DEVELOPMENT

Approximately 2.85 acres of Parcel #24-28-06-000000-022030
Public Notice Requirements:

1. The proposed development shall consist of a minimum of 80 multifamily

units with 55% of the total units consisting of two bedroom or larger units.

 Bella Vista Landing will consist of 86 total units, 27 one’s, 49 two’s and 10
three-bedroom units. Detailed description below.

2. All units within the development shall be occupied by workforce
households at or below 80% of the Area Median Income (AMI), adjusted
for family size, with at least 5% of the units set aside for households at or
below 30% AMI.
 All units will be leased to Families in the workforce as required by FHFC
RFA 2019-102. See Income targeting below.
3. The proposed development must be affordable for a minimum of 99 years.
 Pursuant to RFA 2019-102, the Land must be affordable for 99 years. We
agree to this requirement. The Ground Lease may be for 50 or 99 years.
4. The developer must have successfully completed at least three affordable
housing developments with at least one of which was financed in whole or
in part by the Low-Income Housing Tax Credit Program.
 Blue Sky Communities and affiliates have completed 9 tax credit
developments to date with 2 more by the end of 2019. Experience chart
included at Tab 6.
5. The development must provide for a property management entity with
demonstrated experience in the management of at least two affordable
rental housing properties.
 Carteret Management Corporation manages 22 properties consisting of
2,753 units, 12 of the 22 are tax credit properties. Experience chart
included at Tab 6.

5300 W. Cypress St., Ste. 200, Tampa FL 33607 ♦ www.blueskycommunities.com

 About Us:

Blue Sky Communities (Blue Sky) is a developer and owner of multifamily

affordable housing using the Federal Housing Credits program. Blue Sky is also a

leading advocate for helping non-profit groups and local governments reach their

affordable housing goals by developing state of the art, environmentally sound
affordable housing units. Through partnerships, Blue Sky helps these groups by
developing neighborhood assets that stakeholders can be proud of for decades. Blue

Sky has developed over 1,100 affordable housing units. We have over 500 units in the
pipeline for 2019 and approximately 1,000 units scheduled to close and start

construction in 2020. These units include communities for Family, Elderly Homeless,

Disabling Condition, and Workforce housing.
Organizational Structure:

Blue Sky was formed in 2012 by Shawn Wilson and James Chadwick. Since its

formation, Blue Sky has been awarded funding from Florida Housing Finance
Corporation for 21 developments. We are very active in State and Local housing
coalitions as well.

Blue Sky shares an office with other family companies. Among these is Carteret

Management Corporation, a property manager specializing in Tax Credits and Section

8. Accounting, Human Resources, and back-office functions are shared. This structure

increases efficiency and ensures continuity between Development and Lease-up. Blue
Sky has sixteen full-time employees. All staff and principals are based in the Tampa
Bay Area. An organizational charts and staff bios are included at Tab 5.

Experience:

Blue Sky’s principals have more than 40 years of experience developing,

financing and managing affordable housing developments throughout the state of
Florida. Our President, Shawn Wilson, has been active in this field in Florida since 1992
and developed more than 4,000 units.

Jim Chadwick has been developing and

managing both affordable and market rate properties since 1981, developing more
than 100 distinct projects.

Blue Sky’s application team is led by Angela Hatcher, a 25 year veteran in

submitting financing applications to FHFC and local governments. Our team has

implemented internal reviews and processes to ensure threshold is met in all
application submittals. Our track record with FHFC applications is exemplary.

5300 W. Cypress St., Ste. 200, Tampa FL 33607 ♦ www.blueskycommunities.com

 City of Lakeland Experience:
More than two years of diligently working to develop affordable housing in the

City of Lakeland and Polk County paid off earlier this year. Swan Lake Village (SLV),
was awarded federal tax credits and SAIL funding for 84 units to be located off Griffin

Road in the City of Lakeland. Without local partnerships and support from the Mayor,

Tri-County, Continuum of Care (CoC), Central Florida Behavioral Healthcare Network,

Polk County Health and Human Services (HHS), City Community Development office
staff, Swan Lake Village would not have selected by FHFC. Support letters from the

Mayor and Polk County HHS are included at Tab 7.

Proposed Development - City Parcel (approx 2.85 acres of Bella Vista Street):

Bella Vista Landing is a proposed new construction Mid-Rise, 5-story concrete

development located on approximately 2.85 acres of parcel #24-28-06-000000-

022030.

Design features will include Low VOC paint, Vinyl plank flooring, high-efficiency

mechanical systems, energy efficient appliances and hot water heater, low-flow water

fixtures and an advanced emergency call system will be a benefit to each unit. The
Building will earn a National Green Building Standards certificate upon completion.

Amenities will include a management office, playground area, fitness center,

laundry room on each floor and lake views.

Demographics, Income and Rental Rates:
Bella Vista will be designed for families in the workforce. The varying income

levels are and unit mix summarized below are estimates pending final design.

86 total units consisting of 27 one’s, 49 two’s and 10 three-bedroom units.
Area
Median
Income

Percentage
& # of Units

One
Bedroom

Rents
Two
Bedroom

Three
Bedroom

$253

$297

$335

30%

16% (14 units)

60%

55% (47 units)

$581

$690

$789

70%

12% (10 units)

$690

$821

$940

$800

$952

$1,092

80%

17% (15 units)

5300 W. Cypress St., Ste. 200, Tampa FL 33607 ♦ www.blueskycommunities.com

 Financing:

Bella Vista will apply for CDBG funding in the amount of approximately

$8,000,000. The CDBG-DR funding application is due to FHFC on August 27, 2019. The
development will also apply for Tax exempt bond financing in the amount of

$9,000,000 along with 4% tax credit equity in the approximately amount of $7,000,000.
Proposed Timeline:
August 27

2019

Submit Tax Credit Application to FHFC

January

2020

Enter Credit Underwriting with FHFC

December 13
April

October

November
December
January

April-June

2019
2020
2020
2020
2021
2022
2022

FHFC Preliminary Award Date

Complete Design Phase & Begin Permitting process

Close construction financing and Housing Credit Equity
Commence Construction
Complete Construction
Resident Move-ins

Stabilization period

Summary:
Blue Sky is the best selection for developing the vacant City owned land for
affordable housing. As demonstrated throughout this proposal, our experience and

expertise in all aspects of affordable housing, make us the right choice. The financing

application will be submitted to Florida Housing Finance Corporation (FHFC) by August

27, 2019. FHFC requires a 50 year lease and land certification form to be included in
the application. This proposal includes a Sample Ground Lease to expedite this process.

All requirements of RFA 2019-102 will be met including the land set-aside as affordable
for 99 years. A 50 year land use restriction agreement will also be in place once

construction is complete. The ownership structure for Bella Vista will include newly

created legal entities which Blue Sky would be affiliated with. A proposed Ownership
organizational chart is included behind this narrative.

5300 W. Cypress St., Ste. 200, Tampa FL 33607 ♦ www.blueskycommunities.com

 Blue Sky Contacts:
Shawn Wilson – President

Swilson@blueskycommunities.com 813-384-4825
Angela Hatcher – SVP Development Programs

Ahatcher@blueskycommunities.com 813-384-4836
Geoffrey Harlan – VP Acquisitions
gharlan@blueskycommunities.com 813-384-4837

5300 W. Cypress St., Ste. 200, Tampa FL 33607 ♦ www.blueskycommunities.com

 Bella Vista Landing
Owner Org Chart
Applicant:
Blue Bella Vista, LLC

Manager & Member:
Blue Bella Vista M, LLC
(.01%)

Tax Credit Investor/Limited
Partner: TBD (99.99%)

Manager & Member:
Shawn Wilson
(28.5%)
Manager & Member:
Scott Macdonald
(10%)

Member:
Weedon Enterprises, LLC
(61.5%)

Manager:
James Chadwick

Member:
Sembler Provision Fund
Generation-Skipping Trust
Number Five
(50%)

Member:
Harry R. Chadwick and Laurel
J. Chadwick Family Trust
(50%)

 Bella Vista Landing
Developer Org Chart

Blue BV Developer, LLC

Manager:
Shawn Wilson

Manager:
Scott Macdonald

Member:
Blue Sky Communities LLC
(100%)

Manager:
James Chadwick

Manager & Member:
Shawn Wilson
(28.5%)

Member:
Scott Macdonald
(10%)

Member:
Weedon Enterprises LLC
(61.5%)

 Tab 2
Sources 8L Uses

Rents 8L Income

8/8/2019

Bella Vista Landing

Family

New Construction

Mid-Rise 5-6

Concrete

Polk County

08/08/19

DEVELOPMENT SUMMARY
Number

%

SF

B1 (1br/1ba)
C1 (2br/2ba)
D1 (3br/2ba)

27
49
10

31.40%
56.98%
11.63%

650
950
1,100

TOTAL

86

100.00%
Avg SF

75,100
873

# Units

LIHTC or HUD
2019

Utility
Allowance

Max net rent

Proposed Rent

$/SF

Gross Potential
Income

Total

4
8
2

14

327
393
454

74
96
119

253
297
335

253
297
335

0.39
0.31
0.30

12,144
28,512
8,040

60%
B1 (1br/1ba)
C1 (2br/2ba)
D1 (3br/2ba)
Total

14
28
5
47

655
786
908

74
96
119

581
690
789

581
690
789

0.89
0.73
0.72

97,608
231,840
47,340

70%
B1 (1br/1ba)
C1 (2br/2ba)
D1 (3br/2ba)
Total

3
6
1
10

764
917
1,059

74
96
119

690
821
940

690
821
940

1.06
0.86
0.85

24,840
59,112
11,280

80%
B1 (1br/1ba)
C1 (2br/2ba)
D1 (3br/2ba)
Total

6
7
2
15

874
1,048
1,211

74
96
119

800
952
1,092

800
952
1,092

1.23
1.00
0.99

57,600
79,968
26,208

$/Unit/Month
10.00

Penetration
100%

10.00

100%

Unit Type

STABILIZED OPERATING PROJECTIONS
Unit Type
ELI (30%)
B1 (1br/1ba)
C1 (2br/2ba)
D1 (3br/2ba)

86
Laundry
Cable
Fees, NSF, etc.
TOTAL UNITS:

86

75,100

Set-Aside
30%
60%
70%
80%
Total
Income Average

54.65%
11.63%
17.44%
100.00%
59.77%

Gross Rental Income

684,492
10,320
10,000
10,320

4.5%

Gross All Income

Vacancy & Collection Loss
Effective Gross Income (EGI)

715,132

5%

Operating Expenses
Real Estate Taxes
Insurance
Management Fee (5%)
General and Administrative
Payroll Expenses
Utilities
Marketing and Advertising
Maintenance and Repairs
Grounds Maintenance
Contract Services
Reserve for Replacement
Total

$/year
56,760
49,000
33,969
21,500
148,346
51,600
6,450
30,100
17,200
12,900
25,800

453,624

Net Operating Income

PRELIMINARY

% of Units
16.28%

/unit/yr.
660
570
395
250
1,725
600
75
350
200
150
300

5,275

35,757
679,375
-453,624

Flood Zone?

No

Elevator?

Yes

66.77%

5,275
225,751

Bella Vista Rd - CDBG 86 units 8.8.19

p. 1 of 4

 8/8/2019

Bella Vista Landing

Family

New Construction

Mid-Rise 5-6

Concrete

Polk County

08/08/19

CALCULATION OF MAX PERM LOAN
Max Loan to Value
Cap Rate
As-Complete Value
Max Loan - LTV

$

85%
6.00%
3,762,517
3,198,140

DSCR
Max Loan - DSCR

$

1.30
2,990,914

RECONCILED 1ST MORTGAGE MAX AMOUNT
ACTUAL PERM LOAN DETAILS
1st Mortgage - Citi Hard or Soft?
Index
Spread
Servicing Fees
Cushion
All-in rate
Amort Term
Loan Amount
Debt Service
Compliance Fees
Admin & Trustee Fees
Year 1 DSCR
Year 15 DSCR
Cash Flow
CDBG DR
Index
Spread
Servicing Fees
Cushion
All-in rate
Amort Term
Constant
Loan Amount
Debt Service
Compliance Fees
Year 1 DSCR
Cash Flow

Hard or Soft?

2,600,000

Hard

Interest Only?

No

Soft

Interest Only?

Yes

2.100%
2.070%
0.100%
0.500%
4.770%
35 Years
2,600,000
152,910
5,172
14,250
1.31x
1.61x
53,419
0.000%
0.000%
0.250%
0.000%
0.250%
30 Years
3.46%
8,000,000
20,000
938
1.17x
32,481

CONSTRUCTION PERIOD FINANCING ANALYSIS
Total Development Costs
Less:
Equity During Construction
CDBG DR
3rd ELI Mortgage
4th Mortgage
Operating Reserve
Deferred Developer Fee
Subtotal
50% Test
HC basis
Land
Aggregate Basis of Bldg and Land

18,039,001
1,011,377
8,000,000
0
0
149,419
1,413,091
7,465,114
17,190,515
0
17,190,515

Min TE Bond Issue

8,600,000

CONSTRUCTION LOAN AMOUNT

PRELIMINARY

9,000,000

Bella Vista Rd - CDBG 86 units 8.8.19

52.4%

p. 2 of 4

 8/8/2019

Bella Vista Landing

Family

New Construction

Mid-Rise 5-6

PERM SOURCES
1st Mortgage - Citi
CDBG DR
HC Equity
Deferred Dev Fee
TOTAL SOURCES
USES

ACQUISITION COSTS

Land
TOTAL ACQUISITION
HARD COSTS
Off-Site
Site Cost
Vertical Cost

Subtotal Const. Contract
General Requirements
Contractor Overhead
Contract Profit

Subtotal GC SOV
SDI Insurance
Contingency
TOTAL HARD COSTS

FINANCING COSTS
Perm Mortgage Orig.
2nd Mortgage Origination
3rd Mortgage Origination
Construction Loan Orig.
Int Res
Lender App Fees
Cost of Issuance
Other

250,000

5.8%
2.0%
6.0%
5.0%

1.00%
1.00%
1.00%
0.75%
4.00%

Per Unit
30,233
93,023
78,401
8,099
209,756

14.41%
44.35%
37.38%
3.86%
100.00%

Per Unit

Per SF

-

-

737,500
9,312,400

8,576
108,284

11,431,761
100,499
571,588
12,103,848
26,000
80,000
67,500
351,000
20,000
240,000
-

10,049,900
577,869
200,998
602,994

40,000
15,000
301,000
45,000
114,318
86,000
20,000
154,800
64,583
3,000
28,000
281,736
50,000
145,000
110,000
100,000
10,000
145,246
19,787
149,419
90,000
15,000
20,000
73,000
250,000
104,573

08/08/19

Percent

HC Eligible
-

9.82
124.00

685,875
9,312,400

132,927
1,169
6,646
140,742

152.22
1.34
7.61
161.17

11,431,761
100,499
571,588
12,103,848

302
930
785
4,081
233
2,791
-

0.35
1.07
0.90
4.67
0.27
3.20
-

67,500
210,600
-

116,859
6,719
2,337
7,012

9,122

465
174
3,500
523
1,329
1,000
233
1,800
751
35
0
326
3,276
581
1,686
1,279
1,163
116
0
1,689
230
1,737
1,047
174
233
849
2,907
1,216

133.82
7.69
2.68
8.03

10.45

0.53
0.20
4.01
0.60
1.52
1.15
0.27
2.06
0.86
0.04
0.00
0.37
3.75
0.67
1.93
1.46
1.33
0.13
0.00
1.93
0.26
1.99
1.20
0.20
0.27
0.97
3.33
1.39

9,998,275
577,869
200,998
602,994

278,100

40,000
15,000
301,000
45,000
114,318
86,000
20,000
154,800
0
0
0
700
281,736
50,000
87,000
55,000
75,000
0
0
145,246
9,893
74,709
90,000
15,000
20,000
58,400
250,000
104,573

TOTAL SOFT

2,435,462

28,319

32.43

2,093,376

SUBTOTAL

15,323,810

178,184

204.05

14,475,324
2,715,190

Developer Fee

18.00%

2,715,190

31,572

36.15

Acq Developer Fee

18.00%

0

0

0.00

0

18,039,001

209,756

240.20

17,190,515

GRAND TOTAL

PRELIMINARY

Amount

784,500

0.8%

Polk County

2,600,000
8,000,000
6,742,511
696,489
18,039,001

-

TOTAL FINANCE

SOFT COSTS
Accounting
Appraisal/Market Study
Architect Design
Architect Supervision
Building Permit Fees
Engineering Fee
Environmental
FF & E, Mgt. Setup
FHFC Admin
FHFC App Fee
FHFC Compliance Fee
FHFC CU Fee
Impact Fees
Inspection & Servicing Fees
Insurance (Bldrs Risk & GL)
Legal - Debt
Legal - Developer
Marketing - Office, Ads
Misc. Consultants
P&P Bond
Property Taxes
Reserve - ODR
3 Months
Reserve - Lease-Up
Soil Test Reports
Survey
Title/Recording/Doc Stamps
Utility Connection Fees
Soft Cost Contingency

Concrete

Bella Vista Rd - CDBG 86 units 8.8.19

p. 3 of 4

 8/8/2019

Bella Vista Landing

Family

New Construction

HOUSING CREDIT CALCULATION:
Acquisition Basis
Acquisition Basis - Dev Fee
DDA/QCT
Applicable Fraction
Qual Basis

Concrete

3.23%

0

Zip Code

3.21%

717,360

TOTAL TAX CREDITS

717,360

Aggregate over 10 years
% to Investor (99.99)
Price

7,173,602
7,172,884
$0.9400

TOTAL INVESTOR EQUITY

TOTAL

Deferred
Total Dev Fee
Paid During Construction

PRELIMINARY

08/08/19

17,190,515
QCT
30%
100.00%
22,347,669

Housing Credit %
Annual Tax Credits - Construction

Timing
1st: Admission
50% Completion
2nd: Completion
3rd: Stab Ops
4th: 8609

Polk County

0
0
N/A
100.00%
0

Housing Credit %
Annual Tax Credits - Acquisition
Construction Basis
Boost Area
Boost
Applicable Fraction
Qual Basis

Mid-Rise 5-6

6,742,511
Date

Equity %

15.00%
0.00%
15.00%
70.00%
0.00%

100.00%

Equity Pay In
1,011,377
1,011,377
4,719,758
6,742,511

Fee %
20.00%
10.00%
20.00%
50.00%
0.00%

1,011,377

Bella Vista Rd - CDBG 86 units 8.8.19

100.00%

Dev Fee
403,740.25
201,870
403,740
1,009,351
2,018,701

696,489
2,715,190
605,610

p. 4 of 4

 Tab 3
Proposed Site Plan

 Tab 4

Sample Renderings of
previous developments

 Sample Rendering

 Sample Rendering

 Sample Rendering

 Common Amenities

  Tab 5
(1) Sample Form of 50 year Ground Lease required for Florida
Housing Finance Corporation (FHFC) application due August 27th.
This document will be revised accordingly by our legal counsel
upon request.
(2) FHFC Land Certification Form – this form is required to be
submitted in the application to FHFC.
Both documents will need to be executed and returned for submission
in our FHFC application no later than August 23, 2019.

 FORM of Lease - to be revised

GROUND LEASE
THIS GROUND LEASE (this “Lease”), is made and entered into as of this _____day of
_______________, 2019 (the “Effective Date”), by and between ST. LUCIE COUNTY,
FLORIDA, a political subdivision of the State of Florida, having an address of St. Lucie County
Administrator, 2300 Virginia Avenue, Ft. Pierce, Florida 34982 (“Lessor”) and BLUE McNEIL
ONE, LLC, a Florida limited liability company or its assigns, having an address of 5300 West
Cypress Street, Suite 200, Tampa, Florida 33607 (“Lessee”) (Lessor and Lessee shall be referred
to as the “Parties” and each as a “Party”).
W I T N E S S E T H:
WHEREAS, Lessor is the owner of approximately 9.16 +/- acres of real property located
in St. Lucie County, Florida (Parcel ID: 2419-211-0004-000-8), which includes the Premises,
consisting of approximately four and one-half (4.5) +/- acres, as more particularly depicted and
described on Exhibit “A” attached hereto and made a part hereof and as further defined herein (the
“Premises”); and
WHEREAS, Lessee is desirous of leasing the Premises from Lessor for the purpose of
developing, constructing and operating the Project (as defined herein).
NOW, THEREFORE, for and in consideration of the premises and mutual covenants and
agreements as contained herein below, and for other good and valuable consideration, the
sufficiency and receipt of which are hereby acknowledged by each of the parties, Lessor and
Lessee do hereby covenant and agree as follows:
1.
Incorporation of Recitals. The parties hereby ratify and confirm the foregoing
recitals as being true and correct, and do hereby incorporate said recitals into the body of this
Lease.
2.
Premises. Lessor hereby leases to Lessee and Lessee hereby leases from Lessor the
real property located in St. Lucie County, Florida more particularly described in Exhibit “A”
attached hereto and incorporated herein by this reference together with all licenses, rights,
improvements, personal property, privileges and easements appurtenant thereto, all of the
foregoing being collectively referred to herein as the “Premises”.
3.
Effective Date. This Lease shall become effective and shall commence on the
Effective Date, provided, however, possession of the Premises shall not be turned over to Lessee
until the Closing Date (as hereinafter defined).
4.
Term. The term (the “Term”) of this Lease shall be for a period commencing on
the Effective Date and ending on the last day of the month during which the 50th anniversary of
the Closing Date occurs, subject to earlier termination as provided herein.
5.
Possession. Lessee shall take possession of the Premises upon the closing of the
financing for the Improvements (the “Closing” or “Closing Date”) and payment of the first
installment of the agreed Rent (as defined herein) to Lessor. Lessee shall have the right, at Lessee's
sole option, to establish an earlier date as the Closing Date, upon Lessee's delivery of at least ninety

4817-7256-3868.3
147454/00094

 (90) days' prior written notice to Lessor of such earlier Closing Date. In all events, if the Closing
Date does not occur by December 31, 2020 (the “Termination Date”), then this Lease shall
automatically terminate. In the event Lessee receives an invitation to credit underwriting from
Florida Housing Finance Corporation (“FHFC”) prior to December 31, 2020, the Termination Date
shall be automatically extended by one (1) year. Notwithstanding the foregoing, Lessor and
Lessee, in their sole and absolute discretion, may agree to enter into a written agreement (which
may be an amendment to this Lease) to extend the Closing Date. Prior to the Closing Date, Lessor
will cooperate with Lessee to obtain financing for the Project at no cost or expense to Lessor.
During the period from the Effective Date to the Closing Date (hereafter referred to as the “PrePossession Period”), Lessor shall not grant possession or any possessory rights to any other person
or entity with respect to the Premises.
6.
Inspection of the Premises. During the Pre-Possession Period, Lessee and its
agents, contractors, engineers, surveyors and representatives, employees, and officers
(collectively, “Consultants”), at Lessee’s sole cost and risk, shall have the right to enter the
Premises to make inspections, surveys, test borings, soil analysis, and other tests, studies and
surveys, including without limitation, environmental tests, borings and analysis and studies within
the Premises, provided Lessee has given Lessor and reasonable prior notice in each instance.
Notwithstanding the foregoing, Lessee shall give not less than two (2) business days' notice to
Lessor prior to Lessee's or its Consultants' access of the Premises and shall permit Lessor, its
representative or agent to be present during all investigations and inspections conducted on the
Premises. Lessor and its agents and representatives, at no cost or expense to Lessor, shall
reasonably cooperate with Lessee and the Consultants in connection with any test or inspection.
All tests and investigations to be performed by Lessee or its Consultants shall be in accordance
with all applicable laws and regulations and accepted testing standards. Lessee shall be responsible
for, and shall dispose of, all such test samples in accordance with applicable law at no cost or
liability to Lessor. In the event the Closing Date does not occur for any reason whatsoever, the
Lessee shall, upon request by Lessor, provide to Lessor copies of any and all independent tests,
studies or test results obtained after the Effective Date and relating to the Premises. Lessee shall
bear the cost of all inspections or tests undertaken by the Consultants and shall be responsible for
and act as the generator with respect to any wastes generated by those tests. The Premises shall
be restored by Lessee or the Consultants to its original condition at Lessee’s or the Consultants’
sole expense following any site work by Lessee or any Consultant. Lessee shall keep the Premises
free and clear of any liens arising from access to the Premises by it and its Consultants, and will
indemnify and hold harmless the Lessor and against all claims, losses, damages and expenses
(including reasonable attorneys’ fees and costs) because of the failure to pay all costs arising from
access to the Premises and from the filing of any liens based on the acts or failures to act of Lessee
or any Consultant, injury or death to any person or damage or loss of any kind to any property
caused by the acts or omissions of Lessee or its Consultants, which obligations shall survive the
termination of this Agreement. Lessee shall obtain (or cause its contractor or consultant to obtain),
at Lessee’s sole cost and expense, within thirty (30) days after the Effective Date, a policy of
commercial general liability insurance covering any and all liability of Lessee and Lessor with
respect to or arising out of any investigative activities conducted by or on behalf of Lessee. Such
policy of insurance shall be an occurrence policy and shall have liability limits of not less than
One Million Dollars ($1,000,000.00) combined single limit per occurrence for bodily injury,
personal injury and property damage liability and shall name Lessor as an additional insured and
Lessee shall provide Lessor with a copy of such policy or a certificate of such policy. Lessee shall
2
4817-7256-3868.3
147454/00094

 keep the Premises free and clear of any mechanics’ liens or materialmen’s liens related to Lessee’s
right of inspection and the activities contemplated by this Lease.
7.

Title Insurance and Survey.

(a)
Within sixty (60) days of the Effective Date, at Lessee's expense, Nelson Mullins
Broad and Cassel, as Lessee's title agent (in such capacity, hereafter referred to as the “Title
Agent”) shall issue a Commitment for Title Insurance (the “Title Commitment”) from First
American Title Insurance Company (the “Title Company”) for Lessee’s leasehold interest in the
Premises, and setting forth the status of the title of the Premises.
(b)
Within thirty (30) days of the Effective Date, Lessor shall provide Lessee with
copies of existing surveys of the Premises. Lessee may, at Lessee’s sole cost and expense, obtain
updated or new surveys (“Survey”) of the Premises.
(c)
If the Title Commitment, any title update searches from the Title Company or Title
Agent with respect to new matter of title, if any, recorded following the Effective Date and not
reflected in the Title Commitment (collectively, “Title Update”), or any Survey disclose any
matters of title which render title to the Premises unmarketable, then Lessee shall give Lessor
written notice within ninety (90) days of the Effective Date, specifying any of such matters which
render title unmarketable and to which Lessee objects (“Objections”). All matters which are not
properly made the subject of the Objections, shall be deemed “Permitted Exceptions.”
(d)
If Lessee gives notice of Objections within the timeframe specified in Section 7(c)
above and the Objections are not cured so that the Title Commitment and Survey can be amended
to give effect to matters that are cured, and Lessee has written notice of such cure within the ten
(10) day period following receipt of the notice of Objections from Lessee (“Cure Period”), Lessee
shall have the right either (i) to terminate this Lease by giving written notice of such termination
to Lessor within three (3) days after the expiration of the Cure Period and, upon such termination,
neither party hereto shall have any further rights or obligations under the Lease, except with respect
to the provisions of this Lease which expressly survive termination, or (ii) to waive the Objections
and consummate the payment of all Rent and possession of the Premises on the Closing Date
subject to the Objections which shall be deemed to be Permitted Exceptions. Notwithstanding
anything contained herein to the contrary, Lessor shall have no obligation to cure any Objections
of Lessee.
8.
Due Diligence. No later than ten (10) days after the Effective Date, Lessor shall
have delivered to Lessee for Lessee’s review any and all environmental reports and studies in its
possession or control. No later than thirty (30) days after the Effective Date, Lessor shall have
made available to Lessee the following due diligence items (“Due Diligence Items”): (i) any
agreements, documents or information in the possession of Lessor reasonably requested by Lessee
that bind the Premises and materially affect its operation or use; and (ii) all plans, documents,
agreements and other records in Lessor’s possession of any governmental entities, districts and
utilities regarding the Premises or otherwise impacting, restricting, or affecting the use of the
Premises. Lessor shall also deliver to Lessee, within ten (10) business days after the Effective
Date, legible copies of all documents that relate to the feasibility of the Premises to be used as an
apartment community. Lessor makes no representations or warranties concerning the accuracy or
completeness of any Due Diligence Items.
3
4817-7256-3868.3
147454/00094

 9.

Rent.

(a)
The rent hereunder shall commence and be payable from and after the
Effective Date. From the Effective Date to the Closing Date, annual rent shall be Ten and No/100
Dollars ($10.00), payable on the Effective Date, and on each anniversary of the Effective Date
until the Closing Date.
(b)
On the Closing Date, Lessee shall pay a one-time, lump sum rent payment
in the amount of Ten and No/100 Dollars ($10.00) (the “Rent”), for the Term. All applicable
Florida sales tax or other tax which may replace sales tax shall be payable with Rent.
(c)
Lessee shall pay Rent to Lessor at Lessor’s address for notices, or to such
other person or such other place as directed from time to time by written notice to Lessee from
Lessor, without notice, demand, deduction or offset.
10.

Construction of Project.

(a)
Lessee shall construct an affordable housing community upon the Premises,
which will consist of approximately ninety-four (94) rental apartment units, and approximately
2,000 square feet of Clubhouse area (the Premises, the buildings, and related site improvements
are referred to, collectively, herein as the “Project”; the buildings and related site improvements
are referred to, collectively, herein as the “Improvements”). The Improvements to be constructed
or installed on the Premises by Lessee shall be constructed in a good and workmanlike manner
and shall at all times be in full compliance with all applicable governmental rules, regulations,
ordinances and requirements of every kind whatsoever.
11.

Ownership of Premises.

(a)
Premises. Lessor warrants and represents to Lessee that it is the owner of
the fee simple title to the Premises, and has full right and authority to enter into this Lease and
perform Lessor's obligations arising hereunder. At all times during the Term of this Lease, the
Improvements and any equipment installed by or on behalf of Lessee shall be owned by Lessee
and during the Term of this Lease, Lessee alone shall be entitled to all of the tax attributes of
ownership including, without limitation, entitled to claim depreciation or cost recovery deductions
and the right to claim the low-income housing tax credit described in Section 42 of the Internal
Revenue Code of 1986, as amended (the “Code”), and Lessee shall be entitled to amortize capital
costs and to claim any other federal or state tax benefits attributable to the Project.
(b)
Encumbrances. Lessor agrees not to encumber the Premises with any
mortgage financing. Additionally, Lessor agrees to enter into a commercially reasonable lease
recognition and attornment agreement (a “Recognition Agreement”) with each and every owner
or holder of any mortgage (a “Leasehold Mortgagee”) encumbering Lessee’s leasehold interest
herein as necessary for financing of the Project (including any and all renewals, extensions,
modifications, consolidations, refinancing and replacements, a “Leasehold Mortgage”), in order
to confirm the interests of the Lessee under this Lease and the lien of the Leasehold Mortgagee on
Lessee's leasehold interest in the Premises.
4
4817-7256-3868.3
147454/00094

 (c)
Improvements. Lessee shall, during the entire Term of this Lease, own all
right, title and interest in and to the Improvements constructed or placed upon the Premises during
the Term of this Lease. Lessor agrees that Lessee while not in default of any provision of this
Lease shall have the right at any time and from time to time to remove any and all fixtures,
furniture, furnishings, equipment and other property installed in or upon the Premises. Lessee
covenants and agrees, at the termination of this Lease, whether by limitation, forfeiture or
otherwise, to quit, surrender and deliver to Lessor possession of the Premises with all the buildings
and Improvements thereon (excluding all furniture, furnishings, equipment and other personal
property therein belonging to and removable by Lessee under the terms of this Lease), in good
condition and repair, ordinary wear and tear excepted, all of which buildings and Improvements
shall become and remain the property of Lessor from and after the end of the Term or earlier
termination of this Lease.
12.

Real Estate Taxes.

(a)
From and after the Closing Date, Lessee shall pay as additional rent, all real
estate taxes assessed against the Project, including, without limitation, special assessments and
special tax bills for any purpose whatsoever. If at any time during the Term of this Lease, the
methods of taxing real estate prevailing at the commencement of the Term shall be altered so that
in addition to, or in lieu of, or as a substitute for the whole or any part of the taxes now levied,
assessed or imposed, the taxing authorities impose (i) a tax on the rents received from such real
estate, or (ii) a real estate license fee measured by the rents receivable by Lessor for the Premises,
or (iii) a real estate tax or real estate license imposed upon Lessor which is otherwise measured by
or based in whole or in part upon the Project or any portion thereof, then the same shall be included
in the amount to be paid by Lessee hereunder to the extent the same are attributed to the Project.
Lessee shall pay all personal property taxes on all personal property in the Project. Except as
provided above, Lessee shall not be obligated to pay any inheritance, estate, succession, transfer,
gift, franchise, income or profit tax or capital levy or similar tax that may be imposed upon or
assessed against Lessor.
(b)
In the event the taxing authorities having jurisdiction over the Project do
not assess the Project as a separate tax parcel, then Lessee shall reimburse Lessor for Lessee’s
share of the real estate taxes on the land and buildings (inclusive of the Premises and the
Improvements).
(c)
All unpaid taxes assessed after the Effective Date and prior to the Closing
Date shall be paid by Lessor. All unpaid taxes assessed on and after the Closing Date and prior to
the expiration or termination of the Term of this Lease, and all taxes assessed during the Term,
shall be paid by Lessee, subject to proration for partial calendar years.
(d)
Lessor shall give notice to the applicable taxing authority following the
Closing Date such that all future tax bills are to be delivered to Lessee. If tax bills are not delivered
to Lessee, after written request from Lessee, Lessor shall, within ten (10) days after receipt of the
real estate tax bill for the applicable year, furnish a copy of the tax bill for the tax parcels
comprising the Premises. If the Premises do not constitute a separate tax parcel or parcels, as the
case may be, Lessor shall provide to Lessee a copy of the calculations to determine the real estate
taxes owed by Lessee for such year, and Lessor and Lessee shall be obligated to make their
respective tax payments in a timely manner, so as to avoid delinquency.
5
4817-7256-3868.3
147454/00094

 13.

Insurance and Indemnity.

(a)
Indemnity. Lessee will protect, indemnify, save harmless and defend
Lessor from and against all liabilities (statutory or otherwise), obligations, claims, damages,
penalties, causes of action, costs and expenses (including, without limitation, attorneys’ fees and
expenses) imposed upon or incurred by or asserted against Lessor by reason of (a) any accident,
injury to or death of persons or loss of or damage to property occurring on or about the Project or
adjoining sidewalks or any other matter or thing arising out of the use or occupation of the Project
from and after, but only from and after, the Closing Date to and until the expiration or termination
of the Term, and (b) any failure on the part of Lessee to perform or comply with any of Lessee’s
obligations hereunder, except to the extent caused or prevented by the negligence or willful
misconduct of Lessor.
(b)
Liability Insurance. Commencing on the Closing Date, and thereafter
throughout the Term of this Lease, the Lessee shall, at Lessee’s sole cost and expense, maintain or
cause to be maintained in full force and effect general public liability insurance against claims for
bodily injury or death occurring on, in or about the Project with such insurance to effect protection
up to not less than $1,000,000 in respect to bodily injury or death to any one person and up to not
less than $1,000,000 in respect to any one accident, and $2,000,000 in the aggregate.
(c)
Casualty Insurance. Commencing on the date vertical construction of the
Improvements begins, and thereafter throughout the Term of this Lease, Lessee shall, at Lessee’s
sole cost and expense, maintain or cause to be maintained in full force and effect insurance
coverage on the buildings, in order to keep the buildings and all related improvements fully insured
against loss or damage by fire, windstorm, cyclone, tornado, hail, explosion, riot, civil commotion,
vandalism, malicious mischief, damage from aircraft, vehicles or smoke and such other casualties
and events as may be insured against under the broad form of uniform extended coverage clause
in effect from time to time, for full insurable replacement value, as well as flood insurance if
applicable to the Project. In the event of any destruction of any portion of Improvements on the
Premises, the proceeds of any insurance carried by Lessee must be used to reconstruct or rebuild
the damaged or destroyed improvements provided, however, that if the Premises is subject to a
lien or security interest held by Leasehold Mortgagee, Leasehold Mortgagee may direct the
insurance proceeds to be applied for restoration of the Improvements or to be applied to the
repayment of the outstanding balance of the financing of the Premises, together with any accrued
interest thereon, in accordance with any and all loans and any agreement related to the Premises.
(d)
Certificates. Policies of insurance provided for in this Section 13 shall be
issued by insurance companies licensed in Florida and reasonably satisfactory to Lessor and shall
name Lessor, Lessee and Lessee’s lenders or Leasehold Mortgagees as insureds as their respective
interests appear. Lessee shall provide Lessor with certificates and copies of policies therefor prior
to the Closing Date and thereafter within ten (10) days prior to the renewal date of each such
policy. Each such policy and certificate shall provide for at least thirty (30) days prior written
notice to Lessor in the event of cancellation or amendment.
(e)
Releases. Lessor hereby releases Lessee and Lessee hereby releases Lessor
from and against any and all claims, demands, liabilities or obligations whatsoever for damage to
the Premises or Improvements or loss of rents or profits of either Lessor or Lessee resulting from
or in any way connected with any fire or accident or other casualty whether or not such fire,
6
4817-7256-3868.3
147454/00094

 accident or other casualty shall have been caused by the negligence of any of Lessor or Lessee or
by any agent, associate or employee or invitee of any of them, to the extent that such damage or
loss is reimbursed under any insurance policy which at the time of such damage or loss permits
waiver of subrogation rights prior to a loss thereunder. Lessor and Lessee agree to use due
diligence to obtain any necessary endorsement permitting the waiver of subrogation on any
insurance policies in order to obtain the result desired under this Section (e).
(f)
Participation. Leasehold Mortgagee shall have the right to participate in
adjustment of losses as to casualty insurance proceeds and any settlement discussion relating to
casualty or condemnation.
14.
No Partnership. Lessor shall not become or be deemed a partner of or a joint
venturer with Lessee by reason of the provisions of this Lease, it being the intention of the parties
that the relationship of Lessor and Lessee by virtue of this Lease shall at all times be that of landlord
and tenant.
15.
Use. Lessee may use the Premises as a multi-family residential housing project.
At all times, Lessee’s use of the Premises shall comply with all rules, regulations, laws, ordinances,
statutes and requirements of all governmental authorities and fire insurance rating organizations
or similar bodies.
16.

Lessee’s Maintenance/Alterations.

(a)
Maintenance. Lessee, at its cost, shall, subject to usual and customary wear
and tear, maintain in good condition and repair, and shall replace all structural and non-structural
portions of the Project, and all Improvements thereon, including but not limited to the buildings
and all fixtures, equipment and personal property therein, and landscaping. Lessee shall keep the
Project in a clean and tenantable condition and permit no waste to be committed therein and the
Project and Improvements shall be in conformance with all applicable rules, regulations, laws,
ordinances, statutes and requirements of all governmental authorities having jurisdiction over the
Project.
(b)
Alterations. Lessee shall have the right to make such alterations,
improvements or additions to the buildings or other Improvements on the Premises during the
Term hereof, as it may desire from time to time. Any such alteration, improvement or addition
which may be made shall be performed in full compliance with all applicable governmental laws,
orders, codes, rules and regulations and shall be performed and/or paid for in full by Lessee and
its licensed contractors in a good and workmanlike manner.
17.

Utilities.

(a)
Utility Easements. Lessor shall, subject to the terms of this section 17(a)
and at no cost or expense to Lessor, upon Lessee’s request, execute in recordable form such
easements on the Premises in favor of any utility company or companies, and/or the municipal
authorities having jurisdiction thereof, as may be reasonably required to install, provide and
maintain all utilities necessary or desirable for the Project, and shall cooperate with Lessee to
obtain such modifications of existing utility easements as Lessee may reasonably request in order
to avoid or reduce interference with the construction of the Improvements and Lessee's continued
7
4817-7256-3868.3
147454/00094

 use thereof. Prior to the execution of any easements or modification of existing easements, Lessee
shall provide to Lessor a survey showing the location of such requested easement or change in the
existing easement and the form of the easement shall be reasonably acceptable to Lessor.
(b)
Utility Charges. Lessee agrees to pay all charges for water, gas, electricity
and all other utilities services used by the Lessee for the Project when due.
18.
Destruction. If, during the Term, the Project is totally or partially destroyed,
rendering the Project totally or partially untenantable, to the extent but only to such extent, as shall
be feasible by application and use of available insurance proceeds, Lessee shall restore the Project
to substantially the same condition as existed prior to such damage and destruction within one (1)
year from the date of the occurrence thereof, or such longer period as reasonably necessary to
restore the Project. Notwithstanding anything contained in this Section 18, as long as Lessee’s
leasehold interest is encumbered by any Leasehold Mortgage, this Lease shall not be terminated
by Lessor in the event that the Project is partially or totally destroyed, provided Lessee shall
comply with the other terms and conditions of this Lease. Lessor acknowledges and agrees that
any insurance proceeds from casualty insurance as provided under Section 13(c) above may be
paid to and held by the Leasehold Mortgagee, to be used for the purpose of restoration or repair of
the Project. Notwithstanding the foregoing to the contrary, in the event Lessee elects, or is unable
to repair and restore the Improvements, or any portion thereof, Lessee shall promptly raze or
remove such damaged Improvements and return the Premises, or such affected portion thereof, to
a safe condition. Lessee's obligations under this Section 18 shall survive the termination of this
Lease.
19.

Eminent Domain and Condemnation.

(a)
Total Condemnation of Premises. If the whole of the property shall be taken
by any governmental authority under the power of condemnation, eminent domain or
expropriation, or in the event of conveyance in lieu thereof, the Term shall cease as of the day
possession shall be taken by the governmental authority, subject to any requirements of a
Leasehold Mortgagee.
(b)
Unsubstantial Condemnation. If twenty-five percent (25.00%) or less of the
square foot area of the Premises or of the buildings shall be so taken or conveyed, the Term shall
cease only with respect to the part so taken or conveyed, as of the day possession shall be taken
by the governmental authority.
(c)
Substantial Condemnation. If (i) more than twenty-five percent (25.00%)
of the Premises, or of the buildings, shall be so taken or conveyed, or (ii) twenty-five percent (25%)
or less of the square foot area of the Premises or of the buildings shall be so taken or conveyed,
rendering it unfeasible to continue the operation of the Project, the Term shall cease only with
respect to the part so taken or conveyed, as of the day possession shall be taken by the
governmental authority, and Lessee shall thereafter have the right to terminate this Lease upon
notice in writing within thirty (30) days after such taking of possession.
(d)
Rental Abatement. In the event of any such taking or conveyance of the
Premises, or any portion thereof, Lessee shall pay rent to the day when possession thereof shall be
taken by the governmental authority with an appropriate refund by Lessor of such rent as may have
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 been paid in advance for a period subsequent to such date. If this Lease shall continue in effect as
to the portion of the Premises not so taken or conveyed, the Rent shall be reduced to an amount
computed and apportioned based upon the remaining area within the Premises, and the space taken
within said Premises, if any, and the tax rent, shall thereafter be computed on the basis of such
remaining space within the Premises.
(e)
Restoration. If this Lease shall so continue, Lessee shall, at its expense,
make all necessary repairs or alterations or as to constitute the remaining Project a complete
architectural and tenantable Project.
(f)
Allocation of Awards. In the case of such taking, both Lessor and Lessee
shall have the right to seek to recover all compensation which may be awarded for any such taking
or conveyance, whether for the whole or a part of the Premises or otherwise as may be provided
under Florida law. Lessee shall be entitled to the compensation awarded for the taking of the
buildings and Improvements, and any portion thereof, shall be entitled to compensation awarded
for the value of the leasehold estate taken, and shall be entitled to claim, prove and receive in the
condemnation proceeding such awards as may be allowed for trade fixtures or for loss of business,
“good will,” depreciation or injury to and cost of removal of property. Lessor shall be entitled to
a portion of the condemnation award for the value of the remainder interest in the Premises
considered as unimproved, or if allowed under Florida law, to pursue a separate award from the
condemning authority for the value of its remainder interest in the Premises, or portion taken.
(g)
Rights of Leasehold Mortgagee. For so long as the Lessee’s leasehold
interest shall be encumbered by any Leasehold Mortgage, any condemnation award which would
otherwise be payable to Lessee hereunder shall be payable to the Leasehold Mortgagee to be used
for the restoration and repair of the Project, as provided in Section 19(e) above, if the Lease is not
terminated as provided herein; otherwise, Leasehold Mortgagee may use the condemnation award
for the satisfaction of the Leasehold Mortgage.
(h)
Notice of Impending or Threatened Condemnations. In the event Lessor is
advised of an impending or threatened condemnation, Lessor shall give notice to Lessee, and
Lessee shall give notice of such fact to the Leasehold Mortgagee. Leasehold Mortgagee shall have
the right to supervise and control the receipt and disbursement of condemnation awards payable
to Lessee, and the right to participate in any condemnation proceedings and settlement discussions
with the condemning authority, for and on behalf of Lessee. Lessor and Lessee further covenant
and agree that, notwithstanding the terms of this Lease, the distribution of casualty and
condemnation proceeds shall be governed by the terms of the Recognition Agreement, as
applicable, executed by Lessor, Lessee and the applicable Leasehold Mortgagee.
20.
Assignment, Subletting, or other Transfer. Except as permitted under and pursuant
to Section 24 below, Lessee shall not transfer, assign, convey, encumber, mortgage, pledge,
hypothecate or otherwise dispose of the Premises or any interest in the Premises or Lessee's interest
in this Lease, nor shall Lessee sublet all or any portion of the Premises (other than tenant leases
for the rental units). For purposes of this Lease, an assignment or transfer of a controlling interest
in Lessee (where a “controlling interest” is defined as the entity who holds the power to direct or
control the day-to-day operations of the Lessee) shall be deemed an assignment of this Lease.
Notwithstanding the foregoing, Lessee shall be entitled to assign Lessee's rights and obligations
under this Lease, or to sublet the Premises, to any other related entity owned by, controlled by, or
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 under common control, or affiliated with, Lessee. Lessee shall also be entitled to transfer
controlling interests in Lessee so long as, following such transfer, at least one of the following
conditions is met: (i) an affiliate of Blue Sky Communities, LLC remains in the ownership
structure of Lessee, (ii) such transferee is the Lessee's limited partner (or investor member), or an
affiliate thereof, and such transfer is made in accordance with the terms of the Lessee's partnership
agreement or limited liability company agreement, or (iii) the transferee has experience
successfully operating and maintaining properties similar to the Project. Any other assignment
shall require the prior written consent of Lessor, which consent shall not be unreasonably withheld,
conditioned or delayed.
21.
Signs. Subject to applicable laws, ordinances, rules and regulations, and
restrictions of record upon the Premises, Lessee shall have the right, at its sole cost and expense,
to place, construct and maintain on the Premises such signs advertising its business at the Premises,
as may be permitted under applicable law. Any sign that Lessee shall place, construct and maintain
shall comply with all laws, orders, rules and regulations and Lessee shall obtain any approval
required by all laws, orders, rules and regulations.
22.
Surrender of the Premises. Upon termination of this Lease, Lessee shall surrender
to Lessor the Premises, including all Lessee’s Improvements and alterations, in good condition
(except for ordinary wear and tear), except for fixtures and personal property that Lessee has the
right to remove. Lessee shall remove all its fixtures and personal property within thirty (30) days
after the termination of this Lease. Lessee shall perform all restoration made necessary by the
removal of any fixtures or Lessee’s other personal property within the time period stated in this
Section.
23.
Default by Lessee. The occurrence of the following acts or events and the
continuance thereof without cure within the applicable grace or curative period shall constitute and
be deemed a default by Lessee hereunder:
(a)

Acts or Events of Default:

(i)
If Lessee shall fail to pay any Rent due hereunder within ten (10)
days after written notice from Lessor that the same has not been paid when due; or
(ii)
If Lessee shall fail to perform any other of the terms, conditions,
obligations or covenants of this Lease to be observed or performed by Lessee within thirty (30)
days after written notice of such default shall have been given to Lessee, or if such performance
cannot be accomplished within the initial thirty (30) day cure period, for a reasonable period of
time thereafter as is necessary to accomplish the cure so long as Lessee is diligently and in good
faith pursuing the cure; or
(iii) If Lessee shall become bankrupt or insolvent, or file any debtor
proceedings or take or have taken against Lessee in any court pursuant to any statute either of the
United States or of any state a petition in bankruptcy or insolvency or for reorganization or for the
appointment of a receiver or trustee of all or a portion of Lessee’s property, unless dismissed (in
the case of involuntary proceedings only) within sixty (60) days of filing; or

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 (iv)
If Lessee makes an assignment for the benefit of creditors, or
petitions for or enters into an arrangement; or
(v)
If Lessee shall abandon the Premises or suffer this Lease to be taken
under any writ of execution.
(b)
Right to Re-Enter. In any such event and during the continuance of default,
Lessor, in addition to other rights or remedies it may have, shall have the immediate right of reentry and may remove all persons and property from the Premises and such property may be
removed and stored in a public warehouse or elsewhere at the cost of and for the account of Lessee.
(c)
Right to Elect. Should Lessor elect to re-enter, as herein provided, or should
it take possession pursuant to legal proceedings or pursuant to any notice provided for by law, it
may then or at any time thereafter terminate this Lease as provided herein, or it may elect to so reenter and retake possession of the Premises for the account of Lessee without terminating this
Lease, make such alterations and repairs as may be necessary in order to relet the Premises and
relet said Premises or any part thereof for such term or terms (which may be for a term extending
beyond the Term of this Lease) and at such rental or rentals and upon such other terms and
conditions as Lessor in its sole discretion may deem advisable. Upon each reletting all rentals
received by Lessor from such reletting shall be applied first, to the payment of any costs and
expenses of such reletting, including brokerage fees and attorney’s fees and costs of such
alterations and repairs; second, to the payment to of any indebtedness other than Rent due
hereunder from Lessee to Lessor; third, to the payment of Rent due and unpaid hereunder; and the
residue, if any, shall be held by Lessor and applied in payment of further Rent as the same may
become due and payable hereunder. Lessee shall have no right, at any time, to receive any such
rentals obtained upon reletting which may be in excess of the rentals due and payable thereunder.
If such rentals received from reletting during any month be less than that to be paid during that
month by Lessee hereunder, Lessee shall pay any such deficiency to Lessor. Such deficiency shall
be calculated and paid monthly. No such re-entry or taking possession of the Premises by Lessor
shall be construed as an election on its part to terminate this Lease unless a written notice of such
intention is given to Lessee or unless the termination thereof is decreed by a court of competent
jurisdiction. Notwithstanding any such reletting without termination, Lessor may at any time
thereafter elect to terminate this Lease for such previous breach by written notice to Lessee. Should
Lessor at any time terminate this Lease for any breach, in addition to any other remedies it may
have, it may recover from Lessee all damages it may incur by reason of such breach, including,
but not limited to, the cost of recovering the Premises, reasonable attorneys’ fees and the worth at
the time of such termination of the excess, if any, of the amount of Rent and charges equivalent to
rent reserved in this Lease for the remainder of the Term over the then reasonable rental value of
the Premises for the remainder of the Term, all of which amounts shall be immediately due and
payable from Lessee to Lessor.
(d)
Legal Expenses. If Lessor deems it necessary to retain an attorney to
recover possession of the Premises, for the recovery of Rent or any other amount due under the
provisions of this Lease, or because of the breach of any other covenant herein contained on the
part of Lessee to be kept or performed, or if either party shall bring an action to enforce the terms
of this Lease, the prevailing party shall be entitled to recover from the other party all expenses
incurred therefor including a reasonable attorneys' and paralegals' fees and costs (whether incurred

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 before, during or after trial, or at any appellate level, or in arbitration, mediation, any quasi-judicial
or administrative proceeding or any proceeding in bankruptcy or insolvency) and court costs.
(e)
Waiver of Jury Trial. To the fullest extent permitted by law, the parties
hereto shall and they hereby do waive trial by jury in any action, proceeding or counterclaim
brought by either of the parties hereto against the other on any matters whatsoever arising out of
or in any way connected with this Lease, the relationship of Lessor and Lessee, Lessee’s use or
occupancy of the Premises, and/or any claim of injury or damage. The foregoing waiver has been
made upon the advice of counsel and is a material inducement to both Lessor and Lessee entering
into this Lease.
(f)
Right to Cure. Notwithstanding anything contained in this Section 23 or
otherwise in this Lease to the contrary, Lessee's limited partner (or investor member, as the case
may be) shall have the right, but not the obligation, to cure any such default or act or event of
default, in its sole and absolute discretion. In the event that such default or act or event of default
is such that it cannot reasonably be cured by Lessee’s limited partner (or investor member, as the
case may be) within the cure period provided in Section 23(a) above, then Lessee's limited partner
(or investor member, as the case may be), shall have such additional time as may be reasonably
necessary to cure such default or act or event of default, provided, in no event shall such cure
period be extended longer than sixty (60) days beyond the initial cure period provided in Section
23(a) above.
24.

Lessee’s Financing.

(a)
Lessor acknowledges and agrees that it will not be possible for Lessee to
construct the Improvements without obtaining a loan or loans, the issuance of a letter of credit or
letters of credit and/or the advancement of other credit from one or more persons or entities in
order to finance the construction of said Improvements and the development of the Project.
Therefore, Lessor hereby covenants and agrees that Lessee's interest in this Lease may be subjected
to leasehold mortgage loans obtained by the Lessee for the purpose of financing the construction
of the Improvements and the development of the Project, and to the lien of any mortgages,
assignments of rents and leases, security agreements, and other collateral or security documents or
instruments required by the Leasehold Mortgagee providing such financing and to all renewals,
extensions, modifications, consolidations and replacements thereof, and to all advances made or
hereafter to be made upon the security of such mortgages, assignments of rents and leases, security
agreements, and other collateral or security documents or instruments. Lessor and any such
Leasehold Mortgagee shall execute and deliver a Recognition Agreement in accordance with
Section 11(b) above.
(b)
If a Leasehold Mortgagee acquires the leasehold estate created hereunder or
otherwise acquires possession of the Project pursuant to available legal remedies, Lessor will look
to such holder to perform the obligations of Lessee hereunder only from and after the date of
foreclosure or possession. Leasehold Mortgagee’s or holder’s liability under this Lease shall be
limited to the value of such Leasehold Mortgagee’s or holder’s interest in this Lease and in the
leasehold estate created thereby; however, such Leasehold Mortgagee or holder is required to
honor and perform all the obligations, duties and responsibilities of Lessee under this Lease,
including the payment of any amounts which are outstanding and owed to Lessor.
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 25.
Estoppel Statements. Within ten (10) business days after request therefor by either
party, or in the event that upon any sale, assignment or hypothecation of either party’s interest in
the Premises or in this Lease by either party or an estoppel letter or statement shall be otherwise
required from either party or by any lender of such party, each party agrees to deliver in recordable
form a certificate to any proposed mortgagee or purchaser, or to said other party or its lender(s),
certifying (if such be the case) that this Lease is in full force and effect and that, to the best of the
knowledge of the party certifying, there are no defenses or offsets thereto, or stating those claimed
by said party, the date through which the rent and any other payments required hereunder shall be
paid, and such other information as may be required by the entity requesting such statement.
26.
Covenant Against Liens. Except as permitted under Section 24 above or otherwise
in this Lease, Lessee shall not do any act, or make any contract which may create or be the
foundation for any lien or other encumbrance upon the fee simple interest of Lessor in the
Premises, and no person, contractor or material man dealing with Lessee in connection with the
construction and installation of the Improvements on the Premises shall be entitled to a mechanic’s,
materialman’s or construction lien upon the Lessor’s fee simple interest. Lessor’s interest in the
Premises shall not be subject to liens for improvements made by Lessee, and Lessee shall have no
power or authority to create any present estate, reversion or other estate of Lessor in the Premises
as a result of improvements made by Lessee or for any cause or reason. All materialmen,
contractors, artisans, mechanics and laborers and other persons contracting with Lessee with
respect to the Premises or any part thereof, are hereby charged with notice that such liens are
expressly prohibited and that they must look solely to Lessee to secure payment for any work done
or material furnished for improvements by Lessee or for any other purpose during the Term of this
Lease. Lessee shall indemnify Lessor against such loss or expense, including reasonable legal
fees, incurred as a result of the assertion of any such lien, and Lessee covenants and agrees to
transfer any claimed or asserted lien to a bond or such other security as may be permitted by law
within fifteen (15) days of the assertion of any such lien or claim of lien. If Lessee fails to bond
over any such liens within the time period allowed, Lessor may do so in Lessee’s behalf and Lessee
shall agree to reimburse Lessor for any associated costs including attorney fees. Lessee shall advise
all persons furnishing designs, labor, materials or services to the premises in connection with
Lessee’s improvements thereof of the provisions of this Section 26. Without limiting the
generality of the foregoing, Lessee hereby acknowledges and agrees to the following: THE
INTEREST OF LESSOR IN THE PREMISES SHALL NOT BE SUBJECT TO LIENS FOR
IMPROVEMENTS TO THE PREMISES MADE BY LESSEE, NOTWITHSTANDING ANY
APPROVAL BY LESSOR OF ANY CONTRACT(S) WITH ANY CONTRACTOR(S), AND/OR
LESSOR’S APPROVAL OF ANY SUCH IMPROVEMENT(S) AND/OR PLANS. PRIOR TO
ENTERING INTO ANY CONTRACT FOR THE CONSTRUCTION OF ANY ALTERATION
OR IMPROVEMENT, LESSEE SHALL NOTIFY THE CONTRACTOR MAKING
IMPROVEMENTS TO THE PREMISES OF THE FOREGOING PROVISION, AND LESSEE’S
KNOWING OR WILLFUL FAILURE TO PROVIDE SUCH NOTICE TO THE CONTRACTOR
SHALL RENDER THE CONTRACT BETWEEN LESSEE AND THE CONTRACTOR
VOIDABLE AT THE OPTION OF THE CONTRACTOR. All lienors, including without
limitation, contractors, subcontractors, sub-subcontractors, laborers, materialmen, suppliers,
professional lienors (as defined by Fla. Stat. Section 713.03 (2014), as the same may be amended
or restated), and others are called upon to take due notice of this clause, it being the intention of
Lessor and Lessee to expressly prohibit any such lien against Lessor’s title or interest in and to the
Premises by the use of this language, as and in the manner contemplated by Fla. Stat. Section
713.10 (2014), as the same may be amended or restated).
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 27.
Quiet Enjoyment. Lessor covenants and agrees with Lessee that upon Lessee
paying the Rent and observing and performing all the terms, covenants and conditions on Lessee’s
part to be observed and performed, Lessee shall peaceably and quietly enjoy the Premises.
28.
Holding Over. Any holding over after the expiration of the Term shall not be
deemed to extend the Term of or renew this Lease, but shall be construed to be a tenancy at will
at double the Rent herein specified (prorated on a daily basis), together with all additional
payments as provided herein, and shall otherwise be on the terms herein specified so far as
applicable.
29.

Miscellaneous Provisions.

(a)
Notices. Any notice or demand from Lessor to Lessee or from Lessee to
Lessor shall be in writing and shall be deemed duly served if mailed by registered or certified mail,
return receipt requested, or delivered to an expedited delivery service such as Federal Express,
addressed, if to Lessee, at the address of Lessee set forth herein or such other address as Lessee
shall have last designated by notice in writing to Lessor, if to Lessor at the address of Lessor set
forth herein or such other address as Lessor shall have last designated by notice in writing to
Lessee.
(b)
Applicable Law. This Lease shall be governed and construed in accordance
with the laws of the State of Florida, and any and all actions, suits, or proceedings between the
parties hereto shall only be brought in the county in which the Premises are located. In no event
shall either party ever commence an action or seek to remove a pending action between the parties
hereto in or to any United States Federal District Court, except in the case of a bankruptcy
proceeding.
(c)
Recordation. On or before the Closing Date, Lessor and Lessee shall
execute, deliver and record a Memorandum of this Lease in the Public Records of St. Lucie
County, Florida.
(d)
Net Lease. Lessor shall not have or incur any expense or cost in its
ownership of the Premises during the Term of this Lease, and all such expenses including, without
limitation, taxes, insurance, utilities, repairs and maintenance shall be solely the responsibility of
Lessee.
(e)
Sales and Use Taxes. Lessee will pay all sales and use taxes due with
respect to the Rent payable to Lessor under this Lease and other amounts payable hereunder
directly to Lessor, whereupon Lessor shall remit such sums to the applicable governmental
authorities.
(f)
Binding Effect of Lease. The covenants, agreements and obligations herein
contained, except as herein otherwise specifically provided, shall extend to, bind and inure to the
benefit of the parties hereto and their respective personal representatives, heirs, successors and
permitted assigns.
(g)
Impact and Permit Fees. In the event that any governmental or quasigovernmental authority or provider of utilities to the Premises requires the payment by Lessor of
permit fees, impact fees or other charges with respect to the construction, occupation or use of the
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 Project, then Lessee shall pay such amounts to Lessor prior to such payments or fees being due,
whereupon Lessor shall provide Lessee confirmation of payment by Lessor of same. If Lessor
shall elect to pay such fees or other charges directly, Lessee shall reimburse Lessor for the amount
thereof no more than ten (10) business days after written notice of the amount thereof from Lessor.
(h)
Rents/Late Charges. Any payment of Rent not received by Lessor within
five (5) days from the date the same becomes due and payable hereunder shall be subject to a late
charge equal to twelve percent (12.00%) per annum until received in full, which late charge shall
be additional Rent.
(i)
Waiver. Any waiver of any covenant or condition by Lessor shall not be
construed as a waiver of a subsequent breach of the same or any other covenant or condition.
(j)
Definitions. Wherever herein the singular number is used, the same shall
include the plural, and the masculine gender shall include the feminine and neuter genders. The
section headings used herein are for reference and convenience only, and shall not enter into the
interpretation of this Lease. Each and every term and provision of this Lease which requires any
performance (whether affirmative or negative) by Lessee shall be deemed to be both a covenant
and a condition. The words “reenter” and “reentry” as used herein are not restricted to their
technical legal meaning.
(k)
Integration. No oral statement or prior written matter shall have any force
or effect. No waiver of any provision of this instrument shall be effective unless in writing, signed
by the waiving party. Each party agrees that it is not relying on any representations or agreements
other than those contained in this Lease.
(l)
Invalidity of Certain Provisions. If any provision of this Lease shall be held
by a court of competent jurisdiction to be invalid or unenforceable in whole or in part, the
remainder of this Lease shall not be affected thereby and each and every remaining provisions of
this Lease shall be enforceable to the fullest extent permitted by law.
(m)
Future Modifications. Lessor acknowledges that it has been advised that
Lessee may procure some part or all of the funds to finance on an interim and long-term basis, the
construction of Improvements from state or local governmental sources. If any such financing
institution, agency or entity requires any modification of the terms and provisions of this Lease as
a condition to such financing (including the issuance of a commitment) as Lessee may desire, then
Lessor agrees to approve and execute such modifications within fifteen (15) days after Lessee’s
request therefor, provided such modification shall not materially modify the terms and conditions
hereof, increase or add any financial obligations on behalf of Lessor, or impose any liability on
Lessor.
(n)
Option to Cancel. At any time on or before the Closing Date, Lessee shall
have the right to terminate this Lease without further liability by written notice to Lessor if Lessee
is unable to procure the funds necessary to finance the construction and development of the Project.
(o)
Broker. Lessor and Lessee covenant, warrant and represent, each to the
other, that there was no broker instrumental in consummating this transaction, and that no
conversations or prior negotiations were had with any broker concerning the renting of the
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 Premises. The parties hereto agree to hold each other harmless against any claims for brokerage
commissions arising out of this transaction from any broker claiming to have dealt with said party.
(p)
Entire Agreement. This Lease constitutes the entire agreement between the
parties hereto with respect to the subject matter hereof, all prior oral or written offers,
representations, and agreements having been merged herein. Neither this Lease nor any provision
hereof may be changed, modified, waived, discharged or terminated except by an instrument dated
subsequent to the date hereof duly executed by the parties hereto.
(q)
Non-Merger. This Lease shall not terminate as a result of the assignment
or other conveyance of Lessee’s interest herein to Lessor, or as a result of the assignment of
Lessor’s interest in this Lease to Lessee or the conveyance of Lessor’s fee simple title in the
Premises to Lessee, so long as Lessee’s leasehold interest remains encumbered by any Leasehold
Mortgage.
(r)
Amendment or Modification. As long as Lessee’s interest hereunder shall
be encumbered by any Leasehold Mortgage, Lessor and Lessee covenant and agree that this Lease
shall not be modified or amended in any respect without the prior written consent of any and all
Leasehold Mortgagee, and any amendment or modifications which are made without the prior
written consent of any and all Leasehold Mortgagee shall be null, void and of no force and effect
with respect to such non-consenting Leasehold Mortgagee.
(s)
Lessor's Bankruptcy. Lessor acknowledges and agrees that, as of the
Closing Date, Lessee is in “possession” of the Premises for the purposes of Section 365(h) of the
Bankruptcy Code (and any other or successor provision providing similar relief). Furthermore, in
the event that the Lessor under this Lease becomes the subject of a case under the Bankruptcy
Reform Act of 1978 (or any other or successor law providing similar relief), and such landlord or
any trustee of such landlord rejects or seeks authority to reject this Lease under Section 365 of the
Bankruptcy Code (or any other successor provision providing similar relief): (i) Lessee shall elect,
and hereby does elect, without further act, unless each and every holder of the Leasehold Mortgage
consents in writing to any other election, to remain in possession for the balance of the Term of
this Lease and any renewal or extension thereof, pursuant to Section 365(h) of the Bankruptcy
Code (and any other or successor provision permitting a similar election); (ii) any purported
election by Lessee under this Lease to treat this Lease as terminated shall be void and of no effect,
unless each and every Leasehold Mortgagee consents in writing thereto; and (iii) the lien of any of
the Leasehold Mortgage shall not be impaired by such rejection.
(t)
Force Majeure. Whenever a period of time is herein prescribed for the
taking of any action by Lessor or Lessee, such party shall not be liable or responsible for, and there
shall be excluded from the computation of such period of time, any delays due to strikes, riots, Act
of God, shortages of labor or materials, war, governmental laws, regulations or restrictions, or any
other cause whatsoever beyond the control of such party. Financial inability shall not be a cause
outside of such party’s control.
(u)
OFAC Certification. Lessor and Lessee hereby certify to each other as
follows: (a) neither this Lease, nor the transactions contemplated hereby, is “blocked” pursuant to
Executive Order 13244 dated September 23, 2001 (the “Order”); (b) neither Lessor nor Lessee is
a “person” subject to the prohibitions set forth in the Order, as the term “person” is described and
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 identified in the Order; and (c) this Lease is not entered into for the purpose of evading or avoiding,
or attempting to violate any of the prohibitions in the Order. Lessor and Lessee, each for
themselves, and on behalf of their respective successors, heirs and assigns, hereby covenants and
agrees to indemnify, defend and hold the other harmless from and against any and all loss, cost,
expense, claim or damage (including, without limitation, reasonable attorneys’ fees) suffered,
claimed or incurred by the other in the event the certification herein is false, and to promptly notify
the other if Lessor or Lessee receives notice that it has been designated a “Specifically Designated
National” or “Blocked Person” on any list maintained by the Office of Foreign Assets Control, or
any successor office or agency. If during the Lease Term, Lessor or Lessee is or becomes a
“Specially Designated National” or “Blocked Person”, then such designation shall constitute a
Default, which shall entitle the non-defaulting party to exercise all rights and remedies available
under this Lease and/or under applicable law.
(v)
Representations and Warranties. Each party represents and warrants to the
other party that: (1) such party is duly formed, organized and validly existing in good standing in
the state of its formation and has the company and legal power and authority to enter into and
perform the terms hereof; (2) the person signing on behalf of such party is a duly authorized
signatory of such party; (3) there is no legal or ethical action or proceeding against such party that
affects the performance or consummation of the terms hereof; and (4) the consummation and
performance of the terms hereof do not conflict with or violate the terms of any contract,
agreement, law, rule or regulation applicable to such party or its assets.
30.
Approval of Use Restriction. Lessor acknowledges, approves of and consents to
the filing of an Extended Low-Income Housing Agreement and any other similar affordability
documents, restrictions or instruments against the Premises as may be necessary or desirable in
connection with the low-income housing tax credits or other financing which Lessee will seek to
obtain and which is acceptable to FHFC, or other application entity, as the case may be; provided,
however, that any such use restrictions will not be filed or recorded as encumbrances against the
Premises prior to the Closing Date.
[Remainder of Page Intentionally Blank; Signatures On Following Page]

17
4817-7256-3868.3
147454/00094

 IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the day and
year first above written.
LESSOR:
ST. LUCIE COUNTY, a political subdivision of the
State of Florida
By:_______________________________________
Chair
Board of County Commissioners
Date:_____________________________________

ATTEST:

Approved as to form and legality for the use and
Reliance of St. Lucie County, Florida, only.

_____________________________
Deputy Clerk

By:_______________________________________
County Attorney

STATE OF FLORIDA
COUNTY OF _________
The foregoing instrument was acknowledged before me this _____ day of _________________,
2019, by ________________, as ______________ of ________________________. She/He is
personally known to me or has produced ______________________________ as identification.

Notary Public, State of Florida
Print Name:
Commission No.:
My Commission Expires:

18
4817-7256-3868.3
147454/00094

 IN WITNESS WHEREOF, the Parties have caused these presents to be executed on the day
and year indicated above.
WITNESSES:

BUYER:
BLUE MCNEILL ONE, LLC, a Florida
limited company

____________________________________
By:_______________________________
Shawn Wilson, as Manager
____________________________________
Date:_____________________________

SATE OF FLORIDA
COUNTY OF _________
The foregoing instrument was acknowledged before me this _____ day of _________________,
2019, by Shawn Wilson, as Manager of Blue McNeil One, LLC, a Florida limited liability company, on
behalf of the company.
He is personally known to me or has produced
______________________________ as identification.

Notary Public, State of Florida
Print Name:
Commission No.:
My Commission Expires:
My Commission Expires:

19
4817-7256-3868.3
147454/00094

 EXHIBIT “A”
PROPERTY DESCRIPTION.

20
4817-7256-3868.3
147454/00094

 Land Owner Certification and Acknowledgement Form
1.

Development Name:

Bella Vista Landing
2.

The legal description or the address of the land that is the subject of the proposed Development
“the Land” including all scattered sites, if applicable. If additional space is needed, provide
attachments to this form:

2.85 +/- acres of Parcel #24-28-06-000000-022030
Approx. 100 ft. N. of East Bella Vista St., and 650 ft. W of intersection of W. Lake Parker
Drive, Lakeland
3.

The following type of entity holds or will hold 100 percent ownership in the Land identified in 1.
above, and therefore can be considered the “Land Owner” for purposes of this Application:
✔

A Local Government
A Public Housing Authority
Land Authority
Community Land Trust

4.

If this Application for the proposed Development described above is selected for funding, the
Land Owner identified in 3. above will hold the Land identified in 2. above and maintain the
affordability requirements of the Land identified in 2. above in Perpetuity. For purposes of this
RFA, Perpetuity means 99 years or more.

5.

If this Application for the proposed Development described above includes a request for Land
Acquisition Funding, the Site Control documentation must include an appraisal demonstrating
that the appraised value of the land meets or exceeds the purchase price. The purchase price
must be based on the post­disaster value of the land, consistent with applicable cost principals.
The pre­disaster value may not be used. The Corporation will seek a re­appraisal by an
independent third party during credit underwriting. If the appraisal demonstrates that the
purchase price exceeds the fair market value, the only land costs that can be included in the
Total Development Cost or awarded through Land Acquisition Program Funding will be the
appraised value, which will be confirmed in credit underwriting. The appraisals conducted
during credit underwriting may cause a reduction in the funding amount.

6.

The Land Owner’s Perpetuity commitments will be included in (i) a Land Use Restriction
Agreement(s) and (ii) an Extended Use Agreement, if applicable, and must be maintained in
order for the Development to remain in compliance, unless the Board approves a change.
Page 1 of 2

RFA 2019­102

 7.

In eliciting information from third parties required by and/or included in this Application, the
Land Owner has provided such parties information that accurately describes the Development
as proposed in this Application. The Land Owner has reviewed the third party information
included in this Application and/or provided during the credit underwriting process and the
information provided by any such party is based upon, and accurate with respect to, the
Development as proposed in this Application.

8.

Funding under this RFA is provided by the U.S. Department of Housing and Urban Development
(HUD) through the Florida Department of Economic Opportunity’s (DEO) Community
Development Block Grant Disaster Recovery (CDBGDR) Program. Florida Housing Finance
Corporation (The Corporation) is not responsible, and Land Owners shall hold the Corporation
harmless from liability and claim for damages or expenses, in the event that HUD or DEO
retracts, suspends, or interrupts such funding.

9.

The Land Owner acknowledges that any funding preliminarily secured by the Land Owner is
expressly conditioned upon any independent review, analysis and verification of all information
contained in this Application that may be conducted by the Corporation, the successful
completion of credit underwriting, and all necessary approvals by the Board of Directors,
Corporation or other legal counsel, the Credit Underwriter, and Corporation staff.

10.

The Land Owner understands and agrees to cooperate with any audits conducted in accordance
with the provisions set forth in Section 20.055(5), F.S.

11.

The undersigned is authorized to bind the Land Owner entity to this certification and warranty
of truthfulness and completeness of the Application.

Under the penalties of perjury, I declare and certify that I have read the foregoing and that the
information is true, correct and complete.
__________________________________________
Signature of Authorized Land Owner Representative
_________________________________________
Title (typed or printed)
NOTE: Provide this form as Attachment 1 to the RFA.

Page 2 of 2
RFA 2019­102

_____________________________________
Name (typed or printed)

 Tab 6
Developer & Management
Experience
Org Chart

 Inspiring Affordable Housing!

5300 W. Cypress St., Ste. 200, Tampa FL 33607 ♦ www.blueskycommunities.com

 Development Team Members (roles/experience/contact information)
Blue Sky Communities - President

Shawn Wilson – direct supervision of overall Development Process including Design, Finance and

Construction. 813-384-4825. Swilson@blueskycommunities.com

A 27-year affordable housing veteran with experience in several for-profit and non-profit
organizations, Mr. Wilson serves as President and CEO of Blue Sky. He is responsible for identifying
new opportunities, determining financial feasibility, and interacting with land sellers and other key
stakeholders. He creates the financial plan for each development and obtains all necessary
funding. He guides the design, permitting, loan closing, and construction administration of all
developments.
In the early 1990’s he worked for 2 prominent non-profit housing organizations in Miami,
including living through Hurricane Andrew and being involved in both short-term and long-term
housing recovery efforts. During this time he was responsible for the development of more than
200 housing units. Starting in 1996 he was responsible for the development of more than 3,000
affordable rental units (tax-credit) with several top for-profit developers in South Florida. In 2012,
he went out on his own, together with the other partners, to form Blue Sky.
Mr. Wilson received a Bachelor of Arts from Ohio University and Master of Public and International
Affairs from the University of Pittsburgh. See resume attached.

Vice President and Chief Financial Officer

Scott Macdonald – direct supervision of Finance. 813-514-2108
Smacdonald@blueskycommunities.com

Mr. Macdonald brings to Blue Sky Communities a strong track record with both national and local
lenders. He executed dozens of multifamily transactions, both affordable and market-rate, from
workouts to acquisitions and new construction.
Mr. Macdonald has a Bachelor of Science in Business Administration from Boston University and
received a Master in Business Administration from the University of Florida.

Senior Vice President - Development Programs

Angela F. Hatcher – manages financing applications, credit underwriting and closing.
813-384-4836, ahatcher@blueskycommunities.com

Ms. Hatcher serves as Blue Sky Communities SVP of Development Programs. She has over 25
years of affordable housing experience which began while serving as the HOME Program
Administrator and later the Tax Credit Program Administrator at Florida Housing Finance Agency.
In 1998, when FHFA became a corporation, she started her own affordable housing consulting
business and has been involved with several well-known Developers throughout the years. She
has proven expertise with financial application processing with FHFC, local governments, lenders,

5300 W. Cypress St., Ste. 200, Tampa FL 33607 ♦ www.blueskycommunities.com

 and investors. Her ability to coordinate the due diligence process from site selection to real estate
closings make her a valuable asset to Blue Sky Communities.
Ms. Hatcher has been a part of the production of over 3,500 affordable housing units in Alabama,
Georgia and Florida. She attended Troy State University and Florida State University and holds a
degree in Business Administration from Chipola College.

Vice President – Acquisitions

Geoffrey Harlan – manages site acquisitions for affordable housing opportunities in conjunction with
all pre-application due diligence.
813-384-4837, gharlan@blueskycommunities.com
Mr. Harlan has 19 years of commercial and residential real estate experience and joined Blue Sky
Communities in 2016 focusing on Acquisitions and business development. Responsibilities
include relationship development with affordable housing industry and development
stakeholders and identifying and securing development sites and existing assets. Mr. Harlan also
works to determine project feasibility, procure project stakeholder approvals, pre-development of
sites, and assists in submitting applications for project funding.
Mr. Harlan started off his career in the United States Navy where he served for almost 10 years.
After serving in the Navy, Mr. Harlan performed real estate related market studies, financial
feasibility and various other analytical services with Triad Research & Consulting, Inc. Before
joining Blue Sky Communities, Mr. Harlan was in commercial multifamily real estate brokerage
and involved in industry related web-based service development with Smith Equities Real Estate
Investment Advisors. Mr. Harlan has a Bachelor of Arts in Business and Information Systems, St.
Leo University.

Vice President – Project Development

Frank Cornier – manages permitting and design phase to construction completion.
813-708-5518, fcornier@blueskycommunities.com
Mr. Cornier has over 20 years of real estate development, affordable housing, community
development, and management experience. Frank has been on Mayoral transition teams, Sister
Cities committees, bank advisory boards and has also served as a board member of several
housing and community development organizations. Frank’s educational background includes a
graduate internship in Community and Economic Development at the Pratt Institute and attending
Southern New Hampshire University’s Graduate Community Economic Development
Program. He also has a Certificate from University of South Florida in Community Real Estate
Development. Frank is a licensed real estate broker in Florida and New York State.

Vice President – Project Development
Greg Giakoumis – manages permitting and design phase to construction completion.
813-384-4838, ggiakoumis@blueskycommunities.com

5300 W. Cypress St., Ste. 200, Tampa FL 33607 ♦ www.blueskycommunities.com

 Greg is an experienced Project Manager with an impressive background in affordable housing as
a public housing authority finance & compliance consultant. Over the past decade Greg has
worked with 23 housing authorities across 13 states. He has led, planned, and executed all aspects
of more than 50 projects that encompass over eighteen hundred affordable housing units.

Greg has his bachelor’s degree in project management and holds the following certifications: CBO
(Certified Building Official), designated by the International Code Council, HCCP (Housing Credit
Certified Professional), designated by the National Association of Home Builders, and CDT
(Construction Document Technologist), designated by the Construction Specification Institute. He
is currently pursuing the PMP (Project Management Professional) that is designated by the Project
Management Institute, the required project experience, and education are complete.

Property Management

Carteret Property Management – responsible for lease up and property management.
Carteret Management Corporation has been managing affordable housing in Florida since 1971.
A family company spanning three generations, the principals are James Chadwick and Laurel
Macdonald.
Laurel Macdonald, COS, CPM®, President and Senior Regional Property Manager
813-384-4832, LMacdonald@carteretmgmt.com

A graduate of Duke University, Laurel has been working for the company since September 2009,
learning the management business from the ground up. She supervises daily operations of the
Carteret portfolio of communities, interpreting and implementing management procedures and
enforcing strict compliance with all regulatory requirements. She assists in budget preparation,
contract negotiations, and the monitoring of on-site operations. Laurel holds a Florida real estate
Broker’s License, a Credential for Green Property Management from The National Apartment
Association Education Institute and The National Affordable Housing Management Association,
and a Certified Property Manager® designation through the Institute of Real Estate
Management® (IREM®).
Carteret currently manages 2,753 units, in 22 communities

5300 W. Cypress St., Ste. 200, Tampa FL 33607 ♦ www.blueskycommunities.com

 Blue Sky Communities - Experience Chart
Development Name

Owner Entity

Duval Park

Duval Park, Ltd.

Silver Lake

Blue HC 54, LLC

Peterborough

Peterborough 2, Ltd.

Brookside Square

Brookside Tax Credit Ltd.

Cathedral Terrace

Cathedral Terrace 2, Ltd.

Blue Sky Brandon

Blue Brandon Palms, LLC

Cathedral Towers

Cathedral Towers, Ltd.

Woodwinds

Woodwinds Clermont, LLC

Sweetwater Villas

Blue Humphrey Street, LLC

Preserve at Sabal Park

Blue Broadway, LLC

Arbor Village

Blue CASL, LLC

Cathedral Townhouse

Cathedral Townhouse, Ltd.

SabalPlace

Blue Broadway 2, LLC

Clermont Ridge
Avery Commons
Ashley Square

Address
5025 Duval Circle
St. Petersburg, FL 33714
3738 Idlewild Circle
Tampa, FL 33614
440 4th Avenue North
Saint Petersburg, FL 33701
200 72nd Avenue North
St Petersburg, FL 33702
701 North Ocean Street
Jacksonville, FL 32202
510 Cobalt Blue Dr
Brandon, FL 33510
601 N. Newnan Street,
Jacksonville, Florida 32202
151 S. Grand Highway
Clermont, FL 34711
4152 Sweetwater Villas Ln
Tampa, FL 33614
3748 Chios Island Road, Seffner, FL 33584

Rehab/
New
Const.

Demographic

Non Profit Partner

Financing Program

88

New

Family/ Veterans

Boley Centers

9% Tax Credits,
SAIL, ELI, Pinellas HOME

72

Rehab

Family

150

Rehab

Elderly

Cathedral Church of St Peter

142

Rehab

Family

Gulfcoast Housing Foundation, Inc.

240

Rehab

Elderly

Cathedral Foundation of Jax

120

New

Family

203

Rehab

Elderly

Cathedral Foundation of Jax

96

New

Family/ Homeless

New Beginnings Housing Inc.

56

New

Family

144

New

Family

9% Tax Credits, Hills Co. SHIP

80

New

Family/ Homeless

CASL

177

Rehab

Elderly

Cathedral Foundation of Jax

112

New

Family/ Homeless

Metropolitan Ministries

Clermont Ridge, Ltd.

13605 North Jacks Lake Road, Clermont 34711

70

New

Elderly

Provident Housing Solutions, Inc.

Blue Pinellas, LLC

3900 34th Street South & 3319 39th Avenue
South, St. Petersburg

65

New

Family

127 E. Ashley Street Jacksonville, Florida

120

New

Elderly

138

New

Family

116

New

Family/PSH

92

New

Family

95

New

Family/ Homeless

CASL

84

New

Family/Disabling
Condition

CASL

Ashley Square Associates, LLC
Blue Pine Street, LLC

Fairlawn Village

Blue CASL Orlando, LLC

Sandpiper Place

Blue SW 26 Street, LLC

Cypress Village

Blue CASL II, LLC

Swan Lake Village

Blue Griffin, LLC

13400 Pine Street
Largo, Florida
1014 Mercy Drive
Orlando, Florida
4605 26th Street W
Bradenton, Florida
4551 Winkler Avenue
Ft Myers, 33966
Griffin Rd, Approx. 600 ft. South of intersection
of Highland Fairways Blvd, Lakeland

Total:
Completed
Currently Under Construction
Starting Construction 2019
Starting Construction 2020

2,460
1167
224
359
710

New
360
224
182
710

4% Tax Credits,
SAIL, ELI, HUD Transfer (HAP)
4% Tax Credits,
SAIL, ELI, HUD Transfer (HAP)
4% Tax Credits,
SAIL, ELI, HUD Transfer (HAP)
9% Tax Credits, Hills County
SHIP
9% Tax Credits, HUD Transfer
(HAP)
9% Tax Credits, SAIL
4% Tax Credits, Hills County
HOME
9% Tax Credits, Hills County
SHIP, HFA, FHFC Viability

2901 Fruitville Road
Sarasota, FL
501 N. Ocean Street,
Jacksonville, Florida 32202
NE Corner of Williams Rd. & E Broadway Ave
Seffner, FL

Granada

8/2/2019

# Units

9% Tax Credits, SAIL, NHTF
9% Tax Credits, HUD Transfer
(HAP)
9% Tax Credits, SAIL, ELI,
Hillsborough SHIP, LHF
9% Tax Credits
9% Tax Credits, City of St. Pete,

Cathedral Foundation of Jax

CASL

Rehab
807
0
177

4% Tax Credits, SAIL, ELI, NHTF,
City of Jax
4% Tax Credits, SAIL, ELI, NHTF,
Pinellas County
4% Tax Credits, SAIL, ELI, NHTF,
City of Orlando
9% Tax Credits, Manatee
County
9% Tax Credits,
SAIL, ELI, Lee County HOME
9% Tax Credits, SAIL, ELI

 Blue Sky Communities
Organizational Chart

Shawn Wilson 
President
Claribel Crudup
 Executive Assistant

Scott Macdonald
EVP & CFO
Jessica Rivera
Administrative Assistant

Acquisitions

Development Programs

Project Development

Construction

Finance & Accounting

Human Resources

Geoff Harlan
VP

Angela Hatcher
SVP

Greg Giakoumis 
VP

Arnie Garcia
VP

Karen McDonald
Controller

Joda Dimitriadis
HR Coordinator

Bob Colvard
VP

M.J. Kopakin
AVP

Frank Cornier
VP

Ash Mintern
AVP

Nikolai Anerud
AVP

Lorene Rodriguez
AVP

Krystian Rozanski 
AVP

Della Fuller
Accountant

Stephanie Shea
Project Accountant

 Never far
from Home.

 We all want a place to call home.
At Blue Sky Communities, we’re committed to helping more families find a place that they are proud
to call home. We work with local governments to find efficient, high-quality solutions to workforce
housing. We elevate communities by creating state-of-the-art homes that are attainable for hard
working families, disabled veterans, seniors, and those with special needs. We partner with nonprofit
organizations to help our residents achieve success.
Designed with livable floor plans and excellent amenities, each Blue Sky development is backed by
professional staff and support services. All of our communities are conveniently located near transit
lines, grocery stores, schools, and parks.
With Blue Sky Communities, you’re never far from home.

 About Us
Founded in 2012, Blue Sky Communities inspires positive
change in communities across Florida through high-quality,
workforce housing development and management. By
forming alliances and working closely with stakeholders,
Blue Sky delivers attainable rental home options that serve
people from all walks of life. Our proven success and strong
roots make us recognized leaders in the workforce housing
industry.
Our specialty is working with nonprofit organizations to
develop new apartment communities and transform older
properties. These resources bring an enriched resident
experience that include a wide array of services customized
for the residents’ needs. The result is greater stability,
vibrancy and sustainability in our neighborhoods.

NAMED ONE OF THE

TOP 50
AFFORDABLE
HOUSING DEVELOPERS*

99%

AVERAGE
Our multifamily residences stand the test of time. We own
and operate our developments for no less than 15 years,
creating community assets that neighbors can be proud of for
decades. Beautifully planned and designed, our developments
offer convenient amenities, such as pools and workout
centers, to help residents build a sense of community in
a safe place. Blue Sky residences are known for elevating
neighborhoods and improving lives.
*Affordable Housing Finance Magazine, April 2018 issue

OCCUPANCY

RATING
Began construction on

1,000th
Completed over

800 units

1167

639

812

593
Elderly

160

159
Special
Needs

452

HOUSEHOLDS SERVED

2017

2018

$150,000,000
of public funding reinvested
into the community

1391

with non-profit partners

More than

Family

2015

2016

2019

STEADY GROWTH BY THE NUMBERS

Getting it done!

unit in 2017

 Blue Sky’s principals, Shawn Wilson and Scott Macdonald,
have a highly-regarded history of responsibly stewarding
public funds.
With more than 40 years of combined experience in
workforce housing, the Blue Sky executives are innovators
in the industry, participating in statewide panels and offering
insights to key players in community planning. Our mission
is to find the highest quality and most efficient solutions
to workforce housing—to create lasting places that families
can call home.

SHAWN WILSON
President
Mr. Wilson serves as President and CEO of Blue Sky
Communities. A 26-year workforce housing veteran
with experience in several for-profit and not-for-profit
organizations, he is responsible for the development of over
4000 workforce rental units (tax-credit) throughout Florida.
He is the vice chair of the Coalition of Affordable Housing
Providers, and is a frequent speaker at industry functions.

SCOTT MACDONALD

Vice President and Chief Financial Officer
Mr. Macdonald, VP and CFO, is responsible for overseeing
project underwriting, project management and managing
debt and equity relationships. He oversees Blue Sky
Communities’ Texas operations and handles the corporate
finance responsibilities. Prior to joining Blue Sky, he worked
in commercial real estate lending and equity investments.

Blue Sky is committed to helping families

succeed. When families thrive, communities flourish—and so does
the entire city. We are thought-leaders in addressing the workforce
housing crisis. We are action leaders in creating cutting-edge
developments. We believe in what we do.”

– SHAWN WILSON, CEO

 5300 West Cypress Street

Suite 200

Tampa, FL 33607

813.514.2100

blueskycommunities.com

 COMPANY PROFILE
Founded in 1971 by Harry R. Chadwick, Jr., Carteret Management Corporation, located in Tampa,
Florida, is a service-oriented, privately held and family operated corporation with 45 years of experience
in managing apartment communities throughout Central Florida. The company specializes in the
management of affordable housing in the private sector and under Sections 236, 202 and 8 of the
National Housing Act. It has recently expanded its portfolio to include Low Income Housing Tax Credit
Management and, in connection with that role, has been designated an approved management
organization by Florida Housing Finance Corporation. Additionally, Carteret is registered as a Real
Estate Company through the Florida Department of Business and Professional Regulation.
The Carteret approach to property management is one that promotes accountability and oversight to
ensure adherence to stringent standards and compliance with all program regulations and guidelines.
Carteret takes a proactive, hands-on approach to achieve a common objective with its profit and
nonprofit organizations: to provide safe, comfortable, and attractive residential communities that meet
the continuing needs of residents.
Carteret has been a long time partner with HUD in providing affordable housing to low income citizens.
Indeed, its Vice President, James Chadwick, enjoys a unique relationship with HUD in that, for over 25
years, he was a principal of RGR, Inc., a housing consultant firm that worked with nonprofit
organizations to develop and construct affordable housing for low‐income households financed through
HUD. As a result of this partnership and its management experience, the Carteret staff is particularly
familiar with all of HUD’s financial and property management requirements, including reporting, fees,
auditing, record maintenance, replacement reserve and special escrow procedures, bid/contract
approvals, and cost allocation authorization.
Management Services
Carteret’s property management services include the oversight of all day-to-day duties and
responsibilities necessary for the professional management of a property, including, but not limited to,
24-hour emergency services, building systems maintenance, marketing and leasing, comprehensive
accounting services, staff management and training, insurance analysis and maintenance, and building
and grounds maintenance, and supervision of renovations and repairs to buildings.
Regulatory Compliance: Few areas of residential real estate are more complex than regulatory
compliance of affordable housing properties, which is why Carteret makes regulatory compliance one of
its highest priorities. The results of this focus are reflected in highly satisfactory MOR ratings, strong
REAC scores, and independent audits with little or no findings. In addition to the standard package of
general management services, HUD and LIHTC program management include occupancy and other
regulatory compliance, MOR preparation and response, physical REAC inspection preparation and
response, HAP/PRAC renewals, reserve funds management, maintenance of tenant selection and

1 P a g e

 program eligibility requirements, 2530 clearance updates, reasonable accommodation administration,
and any other necessary areas of program compliance and reporting.
Professional Accounting Services: Carteret understands the importance of reliable accounting
procedures, beginning with accurate tracking of income, proper tracking of expenses and reporting
accuracy. Utilizing Skyline Property Management software, together with RealPage’s OneSite property
management software, Carteret enhances its ability to deliver exemplary and reliable service to its
clients. Operating and cost efficiency is achieved by providing a centralized accounting system at
Carteret’s Tampa office. Financial and accounting services are specifically designed to provide Owners
with a vast amount of data in a customized format to meet their needs. These financial reports keep
boards of directors and owners fully apprised of the status of each property, including revenue,
expenses, occupancy and operational status, so informed decisions to improve overall performance can
be made.
Innovations in Housing Management: In addition to the above services, the experience that the
Carteret team brings to property management has enabled the company to provide a range of
enhanced services to its clients.
• Turnaround of troubled properties. Since 1995 Carteret has assumed management of seven
properties listed on HUD’s trouble list and within a short timeframe brought the properties
into regulatory compliance, made capital improvements, and/or substantially enhanced
their financial reserves to a comfortable level.
• Obtained over $1.2 million in low-interest loans to make capital improvements at three
senior housing projects.
• Obtained renovation funding for one elderly project in the form of a $1.5 million grant from
the Green Retrofit Program, which is part of the American Recovery and Reinvestment Act
of 2009.
• Assisted and supervised the refinancing of three affordable housing projects to generate
annual debt savings that could be used to make capital improvements, expand supportive
services, and fund residual receipts accounts for emergency maintenance and repairs.
• Assisted a conventional multifamily property to obtain refinancing and supervised a $4
million renovation of the project.
Properties Managed by Carteret
Currently the Carteret portfolio is comprised of 22 twenty-two properties (2,753 units), ten of which
have been under Carteret’s management since their inception (see attached Property Management
Portfolio). Forty-five percent (45%) are owned by non-profit organizations, forty-five percent (45%) are
LIHTC projects, and fifty-five percent (55%) are residences for seniors and the disabled population. The
success of Carteret’s property and asset management is demonstrated in the solid financial footing and
excellent physical condition of all its projects.
The Carteret Management Team
James M. Chadwick, Owner and Vice President
After graduating from Duke University and Duke Law School in 1980, Jim returned to St. Petersburg,
where he joined the family business, becoming its President in 1989. In addition to his tenure as
President of Carteret, for over 25 years Jim was a principal of RGR, Inc., a housing consultant firm that
worked with nonprofit organizations to develop and construct more than 60 affordable housing
communities for low-income households financed through HUD. From 1996 to 2008 he was actively
2 P a g e

 involved with a business partner in the design, development and management of multi-family and
single-family residential communities in large urban markets. In 2012 Jim joined with another housing
professional to form Blue Sky Communities LLC, a development company specializing in the creation of
affordable housing communities. Although a relative new endeavor, Blue Sky has already secured the
approval of a number of projects through Florida Housing Finance Corporation and in doing so, has
evolved into a leader in helping non-profit organizations create new affordable housing and/or preserve
existing housing developments. Jim’s professional experience, along with his legal training, brings
unique skills to the Carteret management team. Today Jim is Vice President of the Board, having turned
over the presidency of the company to his daughter, Laurel, in early 2016. He remains very active in all
business aspects working closing with Laurel to expand the services and professionalism of Carteret
Management Corporation.
Laurel Macdonald, COS, CPM®, President and Senior Regional Property Manager
A graduate of Duke University, Laurel has been working for the company since September 2009, learning
the management business from the ground up. She supervises daily operations of the Carteret portfolio
of communities, interpreting and implementing management procedures and enforcing strict
compliance with all regulatory requirements. She assists in budget preparation, contract negotiations,
and the monitoring of on-site operations. Laurel holds a Florida real estate Broker’s License, a
Credential for Green Property Management from The National Apartment Association Education
Institute and The National Affordable Housing Management Association, and a Certified Property
Manager® designation through the Institute of Real Estate Management® (IREM®).
Karen McDonald, Controller
A graduate of British Columbia Institute of Technology, Burnaby, Canada, Karen joined the Carteret team
in 2001. She holds a CGA license, the Canadian equivalent of the CPA license. Karen coordinates &
maintains financial support services, including accounting and management of financial reporting,
budgeting and asset management for all Carteret properties.
Robyn Stockdale, COS, CAM, District Property Manager (East Coast)
Robyn joined Carteret in July 2009. With over 18 years of property management experience, Robyn
supervises daily operations of properties in her assigned region, conducting routine property
inspections, providing support, and ensuring the smooth operation of each property under her
supervision.
Teresa Lake, COS, C3P, Regional Property Manager
Teresa joined Carteret Management in 2017 with over 25 years of multi-site experience, serving
Affordable, Market-Rate and HOA Communities. Teresa’s primary responsibilities include operational
reviews of both the physical asset and financial performance of each property. She supports the on-site
management staff to ensure that each site complies with its individual regulatory agreements.
Throughout her career, Teresa has successfully taken on the challenges of lease-ups, occupied
renovation projects, and distressed asset turn-arounds.
Amy Podorski , Regional Property Manager
The newest member of the team, Amy joined Carteret in April 2018. With over 10 years of multi-family
management experience, Amy oversees special projects, such as lease-ups, first year renewals,
compliance and asset inspections, etc. In addition, she will be providing support to the on-site staff,
filling in for managers when necessary to maintain management continuity.

3 P a g e

 Judy Pennala, Executive Assistant, Certified Legal Assistant
Judy joined Carteret in 1998. Judy prepares, maintains and files all paperwork with HUD and other
government offices; writes company policies and procedures; prepares correspondence and coordinates
legal documentation required for refinancing properties or obtaining grants/loans; assists with loan
transactions; and provides administrative support to managers and staff. Judy is a graduate of Georgia
State University with a Ph.D. in English literature.
Board of Directors
Laurel C. Macdonald
James M. Chadwick
Karen McDonald
Judy L. Pennala

President
Vice President/Secretary
Treasurer
Assistant Secretary

References
Teresa (Terri) Barton, Exec. Director
Cathedral Foundation of Jacksonville, Inc.
4250 Lakeside Drive, Suite 300
Jacksonville, FL 32210
Phone: 904-807-1240
Email: tbarton@agingtrue.org

Virginia Rowell, President
Peterborough Apartments, Inc.
625 14th Avenue N.E.
St. Petersburg, FL 33701
Phone: (727) 896-8740
Email: vrowell@tampabay.rr.com

Doug Lampe, President
MLF Housing, Inc.
5050 Gulf Blvd.., Suite A
St. Pete Beach, FL 33706
Phone: (727) 410-6930
Email: dlampe@tampabay.rr.com

Hugh Parker, President
Epiphany Housing, Inc.
3640 Donna Street
Port Orange, FL 32129
Phone: (386) 944-5529
Email: HParker11@cfl.rr.com

Rhonda K. Pearlman, President
Kinneret, Inc., Kinneret II, Inc.
3900 Neptune Drive
Orlando, FL 32804
Phone: 407-425-1466
Email: Rhonda.pearlman@gmail.com
Professional Memberships:

Southeastern Affordable Housing Management Association (SAHMA)
LeadingAge Florida (f/k/a FAHSA)

Contact Information:

5300 W. Cypress Street, Suite 200, Tampa, FL 33607
(727) 578-1174; Fax: (727) 579-0145
www.carteretmanagementcorporation.com

4 P a g e

 Property

Location

Project Type

Total Units

Managed
Since

Ascension Manor
Blue Sky Brandon

Melbourne, FL
Brandon, FL

202 PRAC (Elderly)
LIHTC/Family

76
120

1993
2016

Brookside Square Apartments

St. Petersburg, FL

LIHTC/Section 8

142

1971

Cathedral Court

Jacksonville, FL

16

2009

Cathedral Terrace

Jacksonville, FL

240

2009

Cathedral Towers
Cathedral Townhouse
Duval Park
Epiphany Manor
Hacienda Villas
Kinneret I Apartments

Jacksonville, FL
Jacksonville, FL
St. Petersburg, FL
Port Orange, FL
Tampa, FL
Orlando, FL

203
179
87
72
98
168

2009
2009
2015
1986
2017
2007

Kinneret II Apartments

Orlando, FL

112

2007

540 Town Center

St. Petersburg, FL

145

1981

Monsignor Bishop Manor

Orlando, FL

142

1995

Peterborough Apartments

St. Petersburg, FL

150

1999

Phillip Benjamin Tower

St. Petersburg, FL

202/Section 8 (Disabled)
LIHTC/Section 8 (Elderly or
Disabled)
LIHTC/Section 8 (Elderly)
202/Section 8 (Elderly)
LIHTC /Veterans
202/Section 8 (Elderly)
202/Section 8
202 (Elderly)
202/Section 8
Elderly or Disabled)
LIHTC/Section 8 (Elderly or
Disabled)
Conventional
LIHTC/Section 8 (Elderly or
Disabled)
55+, Section 8, HOME

197

2012

Prince of Peace Villas

Ormond Beach, FL

202 PRAC (Elderly)

70

1996

Rio Vista Village

St. Petersburg, FL

Conventional

248

1975

Silver Lake

Tampa, FL

LIHTC

72

2014

Wahneta Palms

Winter Haven, FL

LIHTC

64

2015

Woodwinds

Clermont, FL

LIHTC/Homeless

96

Start leasing
mid-2017

Sweetwater Villas

Tampa, FL

LIHTC

56

Start leasing
mid-2017

 Tab 7
Letters of Support
for recently funded affordable
housing development
Swan Lake Village
(f/k/a Granada Cove)

84 units located on Griffin Road

   BILL MUTZ
MAYOR

March 14, 2019
To Whom It May Concern:
The growing need for affordable housing that supports homeless individuals
requiring personal mental health support continues to grow within cities across
America. Lakeland is no exception.
Our Community and Economic Development Department consistently searches
for developers that can help remedy the issues above and recognize the critical
need they have for rental assistance to make sure their projects can positively
cash flow. This funding support is the first critical hurdle to overcome before
engaging a specific development.
In a recent meeting with CASL, they discussed with their OHCD Director the
possibility of allocating HOME funds for rental assistance for which CASL will
then provide its’ services as a 25% cash match. It seems this is a practical
course to pursue and therefore is an avenue we wish to consider.
The City of Lakeland’s first alternative is a proposal wherein CASL builds 84
units. The plan can be constructed so 50% of these units will be occupied with
homeless individuals who have a mental illness. A preponderance of those
tenants will receive SSI income which is approximately $750 per month. At 30%
of their adjusted gross income, this makes their portion of the rent $210 per
month. This leaves a shortfall to fair market value, which is $708 per month, or
$498 per month. In this scenario, the assistance required will be $20,916 per
month or $250,992 per year. Any plan that can be developed to create these
subsidies to assist with this project will be highly valued. CASL will still be
required to provide utilities and furnish the units.
Any direction and support to attain this housing objective is deeply appreciated.
Sincerely,

H. William Mutz
City of Lakeland Mayor

 Tab 8
News Paper Articles
featuring
Blue Sky developments

   URL: http://www.tampabay.com/news/growth/Blue-Sky-MetMin-partner-for-new-affordable-housingcomplex-in-Mango_167271808

Blue Sky, MetMin partner for new
affordable housing complex in
Mango
By Joyce McKenzie, Times Correspondent

Blue Sky Brandon, a 120-unit affordable apartment
complex, filled to capacity shortly after its opening last
June. In a new partnership with Metropolitan Ministries,
Blue Sky Communities hopes to replicate that success with
The Preserve at Sabal Park. [Times files]

MANGO — The Tampa Hillsborough Homeless Initiative’s most recent survey, conducted in 2017, revealed a
sound but sad reality: a lot of county residents have no permanent place to call home in Tampa and throughout
the county.
The results indicated more than 1,500 people qualify as homeless, and 31 percent of the group consists of at
least one adult with a child.
Compelled to make a difference beyond its Tampa base, Metropolitan Ministries is partnering with Blue Sky
Communities to create a the Preserve at Sabal Park, a 23-acre affordable housing project at the corner of
Williams Road and Broadway Avenue in Mango.
Metropolitan Ministries CEO and president Tim Marks shed light on the community’s homelessness problem
by noting his nonprofit, known for its comprehensive care programs for the poor and the homeless, offers
clients several housing transition programs with the intention of placing 450 families annually in permanent,
reasonably priced homes.
Ariel Gibbs, Metropolitan Ministries marketing and communications manager, said in 2017 a total of 414
families took part in the organization’s residential programs and approximately 344 had success in locating to

 permanent homes.
But MetMin wants to do more.
In partnering with Blue Sky, a Tampa-based affordable housing developer, the nonprofit will create a new
complex for the homeless. The Preserve will devote 70 percent of its 256-unit apartment complex — with a
mix of one-, two-, and three-bedrooms in a gated community containing a pool and a professional
management team — to Metropolitan Ministries’ clients.
The remaining 30 percent will be available to other low-income individuals whose maximum household
income for a family of three is $34,550, and for a family of four is $38,340.
Construction of Phase 1, consisting of 144 units, will begin later this year.
Much of the funding for the project will come from a $21-million state tax credit award granted to Blue Sky,
and the Hillsborough County Commission’s approval of a housing density bonus for the developer.
"County staff did a great job of guiding us through the density bonus process and we applaud the county
commission in making it possible to assist 60 additional hard-working families in Hillsborough County," Blue
Sky president Shawn Wilson said in a statement.
In addition, Blue Sky Communities, in tandem with Metropolitan Ministries, recently applied for a tax credit
funding of about $23 million in a competitive bid process administered by Florida Housing Finance
Corporation.
A decision on that funding will be made on June 15 and if it is in Blue Sky’s favor, that money will be used for
Phase 2 of the project.
It will contain 112 apartments, according to Wilson, and construction will start in the second quarter of 2019
and be completed within a year’s time.
"I feel pretty confident about winning because 70 percent of our project is for people who were formerly
homeless," he said. "But if we don’t win we’ll re-apply in the fall."
Marks said the Blue Sky Communities project fits in well with Metropolitan Ministries’ ongoing quest to find
new and innovative ways to care for at-risk families.
"We see an expansion of our affordable housing program through a collaborative partnership with Blue Sky as
a viable way to economically care for another 112 families who are earning income and need an affordable
housing solution," he said.
"That’s what Blue Sky Communities is all about — developing partnerships to make these kinds of things
happen," Wilson said.
Blue Sky Communities, formed in 2012, established Blue Sky Brandon, a 120-unit affordable housing
complex just north of Brandon Boulevard in June of 2017. It was filled to capacity on opening day.
Contact Joyce McKenzie at hillsnews@tampabay.com.

 URL: http://www.tampabay.com/news/business/Hillsborough-Blue-Sky-partner-on-new-affordablehousing-complex-in-Drew-Park_169699099

Hillsborough, Blue Sky partner on
new affordable housing complex in
Drew Park
By Ernest Hooper

Sweetwater Villas, the latest affordable housing complex in
Hillsborough County, features 56 units for people with
mobility disabilities, as well as units for persons
transitioning out of homelessness and persons with hearing
or visual disabilities. Photo courtesy of Blue Sky
Communities

TAMPA — Blue Sky Communities has partnered with Hillsborough County to make another dent in the
county’s rising demand for affordable housing, opening Sweetwater Villas in Tampa’s Drew Park just west of
Dale Mabry Highway.
Officials recently celebrated with new residents at the 56-unit complex, 4152 N Lois Ave. The apartments
include three bedroom/two bath and two bedroom/two bath options and have tile throughout, along with
energy-efficient appliances in the kitchen and laundry rooms.
"They are really beautiful and they’re in a nice location," said Hillsborough County Commissioner Pat Kemp,
who noted that the larger units are more square feet than her Seminole Heights bungalow.
"The places are so nice. I can totally envision myself living there."
Some units are designated for people with disabilities. Sweetwater Villas also offers units for people
transitioning out of homelessness and those with hearing or visual disabilities.
The development came about in part through a $4.5 million grant. The moeny helped make possible amenities
found in more expensive complexes, such as a community center, playground and pond for exploring.
Blue Sky president Shawn Wilson said the amenities helped meet the original intention of the federal
government’s 1986 low-income housing tax credit.

 "The original intent of (the tax credit) was to build housing that’s indistinguishable from market rate housing,"
Wilson said. "More importantly, it makes the properties nice and the residents want to keep them nice.
"People are proud to live there, they become better members of the community and the surrounding
neighborhood. When it has amenities and looks nice, it doesn’t bring the property value down."
Some developers work on more lucrative projects with rental rates that start at $1,500 and climb above $3,000,
but Blue Sky has worked to meet the affordable housing demand.
The company carried out a $5 million renovation of Silver Lakes, a complex near Sweetwater Villas, and
completed a 120-unit in Brandon last year. In a partnership with Metropolitan Ministries, Blue Sky is set to
start work on a project in Mango.
"I want to help folks who deserve help," Wilson said. "To me, there are plenty of options for people who can
afford $1,500 or $2,000 a month. But there are thousands of hard working folks that are in one of two
situations.
"They’re either in really bad housing situations in high crime neighborhoods where the apartment is not
properly managed, or it’s old with no amenities. Or, they’re stretching themselves to pay that $1,500. Both of
those groups deserve the best of both worlds."
Economists say families should spend no more than 30 percent of their income on housing, but some are
spending 50 percent.
Sweetwater Villas is already filled to capacity with a growing waiting list. It’s a clear sign of the demand for
affordable housing.
However, providing these accommodations is growing more difficult as the state Legislature finds other uses
for a trust fund set aside to meet the need.
Kemp said the fund, known as The Sadowski Affordable Housing Trust, should have delivered $11 million to
Hillsborough County. Instead, the county received only $1.3 million.
One of the programs the fund pays for, the State Housing Initiative Partnership, has seen its funding for
Hillsborough County decrease by 79 percent.
"It’s been horrible," said Kemp, who received approval from the commission to draft a letter calling for
restoration of Sadowski funds.
The Legislature, she said, "has just been callous and uncaring about how people are suffering across the state.
They’ve just turned their back on these critical needs."
Wilson said the decline in state and federal dollars heightens the competition among all the affordable housing
developers.
"That’s a negative situation for everybody involved," Wilson said. "There’s enough demand in this county for
all of the players to be able to develop housing and have them fill up right away."
Contact Ernest Hooper at ehooper@tampabay.com. Follow him at @hoop4you.

 Woodwinds, An Affordable Housing
Community, Is Now Opened
September 30, 2018

The South Lake Chamber of Commerce officiate at the Grand Opening Ribbon Cutting

Woodwinds-Clermont celebrated its grand opening on Friday, September 27.
It was only a little over a year ago that city, county and state officials, along with members of
the community, gathered to celebrate the groundbreaking of Woodwinds, an affordable
apartment complex.

 New Beginning’s Founder Steve Smith described the lack of affordable housing as being the
leading cause of homelessness, which prompted New Beginnings, a not for profit organization,
to seek out funds to purchase a 10-acre site, located on South Grand Highway in Clermont.
The project was approved for 19 million dollars of funding from the Florida Housing Finance
Corporation, as well as funding from the First Housing Development Corp. and Raymond
James Tax Credit Funds.
New Beginnings of Central Florida and partner, Blue Sky Communities, a leader in helping nonprofit organizations create new affordable housing for their clients, began planning.

 Project Architect Jeff Powell and family at Woodwinds groundbreaking.

Woodwind is now a reality! The complex is located on South Grand Highway and Hunt Street,
just south of Citrus Tower Blvd. in Clermont. It consists of 24 one-bedroom, 48 two-bedroom
and 24 three-bedroom units. All apartments are equipped with a kitchen, two bathrooms in
two and three bedroom units, washer and dryer hook-ups and storage closets. Amenities
include a community area, playground, pool, and free parking.
Rents will range from $369 to $758. To qualify, income will
range between $12,000 -$30,000 a year.
Woodwinds residents will have access to New Beginnings’
social services, including classes such as financial education,
budgeting and career counseling, parenting, wellness, life skills, computer lab, and afterschool
activities programs, as well as potential summer programs for children.
Shawn Wilson, president of Blue Sky Communities, attempted to shield the speakers from the
high humidity and extreme heat with his trusty umbrella.

 Participating in the grand opening ceremony was Founder Steve Smith, City Mayor Gail Ash,
Pastor Darrell Church, Shawn Wilson, president of Blue Sky Communities; Jaimie Ross, CEO of
the Florida Housing Coalition; and New Beginnings representatives Hilgardt Lamprecht, Guy
Bouchard, Stephanie Harris and Jeremy Elliott.
After the grand opening, an Economic Development Thru Workforce Housing Forum was
held at the Clermont City Center. Jaimie Ross, the President and CEO of The Florida Housing
Coalition, spoke on the Sadowski Act Coalition to ensure funding for Florida’s state and local
housing programs.

 The panel discussion was led by Moderator Gus Grizzard-ERA Grizzard Realty. Panelist
included: Shannon Schmidt, Clermont Director of Economic Development and CRA; Steve
Smith, Emeritus President, New Beginnings of Central Fl; Laurel McDonald, president of
Carteret Management Co; Stephanie Harris, Executive Director of New Beginnings of Central
Florida and Jaimie Ross.

10 of 10

 

 August 12, 2019

Teresa Maio
Planning and Housing Manager
Community and Economic Development
228 S Massachusetts Ave
Lakeland, FL 33801

RE: Proposal for Disposition of Real Property, Parcel No. 242806-000000-022030

Dear Ms. Maio,
Green Mills Group, LLC and affiliated entities, (herein after referred to as “Green Mills”) is a real estate
developer and owner committed to building communities that improve neighborhoods. Please accept this
letter and enclosures as our response to the “Notice of Disposition of Real Property” advertised on July
15, 2019 (the “RFP”) for a portion of Parcel Number 232806-000000-022030 (the “Property”), owned by
the City of Lakeland.
Green Mills proposes to develop a new workforce housing community in the City of Lakeland containing
a minimum of 80 affordable residences. The proposed development, “Parker Pointe,” will provide critical
workforce and affordable housing to residents in the City of Lakeland. Provided herein are two options for
disposition of the property - each intends to comply with the requirements of FHFC RFA #2019-102 (the
“RFA”) as follows:
GROUND LEASE – Green Mills, through affiliate TIGERTOWN GM, LTD., proposes to enter into a
ground lease with the City of Lakeland for the minimum required 50 years. As required by the RFA,
the rent cannot exceed $10 per year plus any applicable administrative or management fees not to
exceed $10 per unit per year.
PURCHASE – Green Mills, through affiliate TIGERTOWN GM, LTD., proposes to acquire the property
from the City of Lakeland for $960,000, subject to appraisal. To comply with the requirements of the
RFA, TIGERTOWN GM, LTD. will assign the purchase contract to a qualified Community Land Trust
who will lease the property back to Green Mills.
In both proposed scenarios:
• Parker Pointe shall consist of a minimum of 80 multi-family units, with 55% of the total units
consisting of two-bedroom or larger units;
• All units within Parker Pointe shall be occupied by workforce households at or below 80% of the
Area Median Income (AMI), adjusted for family size, with at least 5% of the units set aside for
households at or below 30% of AMI;
GREEN MILLS • WWW.GREENMILLSGROUP.COM • 100 SE 3RD AVE, FL 10, FORT LAUDERDALE, FL 33394

 •

•

•

Parker Pointe will be developed by Green Mills in partnership with Royal American Development
(“RAD”) - both of whom have extensive experience developing LIHTC funded affordable housing
as detailed throughout this proposal;
Parker Pointe will be managed by a third-party property management agency, Royal American
Management, Inc. (“RAM”). RAM has vast experience in managing the day-to-day and long-term
operations of affordable housing developments. The firm manages 175 affordable housing
communities in Florida; and
Green Mills is willing and able to maintain affordability for 99-years.

Green Mills brings to the table extensive local experience and would be an ideal partner to meet the City’s
goals and develop Parker Pointe. Our expertise is sustainable, multifamily development with an emphasis
on affordable housing and neighborhood revitalization. Together, Green Mills staff have managed the
development and financing of over 60 residential communities and 7,000 apartments totaling more than
$1 billion in value. Green Mills’ principals maintain a "hands on" approach and remain directly involved
with all development aspects, ensuring quality over quantity. Each Green Mills community has been built
on time and on budget, each passed stringent "green" rating standards, and each has elements of
public/private partnerships. Neither Green Mills nor its principals have ever defaulted on a transaction.
Not only does Green Mills have firsthand knowledge of the opportunities and challenges associated with
developing infill parcels, but we have strong experience developing in Polk County and the City of
Lakeland. Green Mills recently completed the development of Aida Palms, a 96-unit family community in
the City of Lakeland. This community is fully occupied and reserved for families earning 60% or less of the
Area Median Income. Currently, Green Mills is in pre-development for Midtown Lofts, an 80-unit affordable
housing community to be built on historic Parker Street, as a pilot program in the Lakeland CRA’s Model
Block Initiative. In addition, Green Mills was recently awarded LIHTC funding for Auburn Village, a senior
housing community with 102 affordable apartments. Green Mills principals also worked closely on the Lake
Mirror Tower Restoration, St. Luke Life Center, and Wahneta Palms affordable housing in Polk County.
These communities all reflect the high-standards that will guide Parker Pointe as well as highlight our
successful experience developing local housing.
Thank you for considering our proposal. Green Mills is committed to working in partnership with the City
of Lakeland to create a thriving, sustainable, apartment community. Enclosed you will find a site plan,
artistic rendering, draft site-control documents, and relevant experience for the development and
management team.
Yours in Community Partnership,

Oscar Sol, Principal
Enclosures

GREEN MILLS • WWW.GREENMILLSGROUP.COM • 100 SE 3RD AVE, FL 10, FORT LAUDERDALE, FL 33394

 ENCLOSURES
1. PARKER POINTE SITE PLAN & RENDERING

2. DRAFT GROUND LEASE

3. DRAFT PURCHASE CONTRACT

4. EXPERIENCE & QUALIFICATIONS
4.1.
Green Mills
4.2.
Royal American Development
4.3.
Royal American Management

 1. PARKER POINTE SITE PLAN & ARTISTIC RENDERING
UNIT AREA TABLE

ARCHITECTURE &
INTERIOR DESIGN, INC.
237 S. Westmonte Drive, Suite 220
Altamonte Springs, FL 32714
407.830.1400
AA0002731
www.forumarchitecture.com

Tiger Town
Apartments

City of Lakeland, FL
05/01/2019
James B. Black
AR0011224

Preliminary - Not
For Construction

-

0000

Scale: 1 = 240

Apartments

Site Plan

1

Preliminary Site Plan
1" = 20'-0"

A2.01

 2. DRAFT GROUND LEASE

 GROUND LEASE
THIS GROUND LEASE (this “Lease”), is made and entered into as of this _____day of
August, 2019 (the “Effective Date”), by and between the CITY OF LAKELAND, FLORIDA, a
political subdivision of the State of Florida, having an address of 228 S. Massachusetts Avenue,
Lakeland, Florida 33801 (“Lessor”) and TIGERTOWN GM, LTD., a Florida limited partnership
or its assigns, having an address of 100 SE 3rd Avenue, FL 10, Ft. Lauderdale, Florida 33394
(“Lessee”) (Lessor and Lessee shall be referred to as the “Parties” and each as a “Party”).
W I T N E S S E T H:
WHEREAS, Lessor is the owner of approximately ____ +/- acres of real property located
in Polk County, Florida (Parcel ID: 242806-000000-022030), consisting of approximately ____
acres, as more particularly depicted and described on Exhibit “A” attached hereto and made a part
hereof (the “Premises”; and
WHEREAS, Lessee is desirous of leasing the Premises from Lessor for the purpose of
developing, constructing and operating the Project (as defined herein).
NOW, THEREFORE, for and in consideration of the premises and mutual covenants and
agreements as contained herein below, and for other good and valuable consideration, the
sufficiency and receipt of which are hereby acknowledged by each of the parties, Lessor and
Lessee do hereby covenant and agree as follows:
1.
Incorporation of Recitals. The parties hereby ratify and confirm the foregoing
recitals as being true and correct, and do hereby incorporate said recitals into the body of this
Lease.
2.
Premises. Lessor hereby leases to Lessee and Lessee hereby leases from Lessor the
Premises together with all licenses, rights, improvements, personal property, privileges and
easements appurtenant thereto, all of the foregoing being collectively referred to herein as the
“Premises”.
3.
Effective Date. This Lease shall become effective and shall commence on the
Effective Date, provided, however, possession of the Premises shall not be turned over to Lessee
until the Closing Date (as hereinafter defined).
4.
Term. The term (the “Term”) of this Lease shall be for a period commencing on
the Effective Date and ending on the last day of the month during which the 51st anniversary of
the Closing Date occurs, subject to earlier termination as provided herein; provided, however,
Lesssor shall agree to extend the Term to sixty-five years from the Closing Date if required as a
condition of financing by a Leasehold Mortgagee.
5.
Possession. Lessee shall take possession of the Premises upon the closing of the
financing for the Improvements (the “Closing” or “Closing Date”) and payment of the first
installment of the agreed Rent (as defined herein) to Lessor. Lessee shall have the right, at Lessee's
sole option, to establish an earlier date as the Closing Date, upon Lessee's delivery of at least ninety
(90) days' prior written notice to Lessor of such earlier Closing Date. In all events, if the Closing
4849-3923-7789.3
147152/00051

 Date does not occur by December 31, 2020, then this Lease shall automatically terminate.
Notwithstanding the foregoing, Lessor and Lessee, in their sole and absolute discretion, may agree
to enter into a written agreement (which may be an amendment to this Lease) to extend the Closing
Date. Prior to the Closing Date, Lessor will cooperate with Lessee to obtain financing for the
Project at no cost or expense to Lessor. During the period from the Effective Date to the Closing
Date (hereafter referred to as the “Pre-Possession Period”), Lessor shall not grant possession or
any possessory rights to any other person or entity with respect to the Premises.
6.
Inspection of the Premises. During the Pre-Possession Period, Lessee and its
agents, contractors, engineers, surveyors and representatives, employees, and officers
(collectively, “Consultants”), at Lessee’s sole cost and risk, shall have the right to enter the
Premises to make inspections, surveys, test borings, soil analysis, and other tests, studies and
surveys, including without limitation, environmental tests, borings and analysis and studies within
the Premises, provided Lessee has given Lessor and reasonable prior notice in each instance.
Notwithstanding the foregoing, Lessee shall give not less than two (2) business days' notice to
Lessor prior to Lessee's or its Consultants' access of the Premises and shall permit Lessor, its
representative or agent to be present during all investigations and inspections conducted on the
Premises. Lessor and its agents and representatives, at no cost or expense to Lessor, shall
reasonably cooperate with Lessee and the Consultants in connection with any test or inspection.
All tests and investigations to be performed by Lessee or its Consultants shall be in accordance
with all applicable laws and regulations and accepted testing standards. Lessee shall be responsible
for, and shall dispose of, all such test samples in accordance with applicable law at no cost or
liability to Lessor. In the event the Closing Date does not occur for any reason whatsoever, the
Lessee shall, upon request by Lessor, provide to Lessor copies of any and all independent tests,
studies or test results obtained after the Effective Date and relating to the Premises. Lessee shall
bear the cost of all inspections or tests undertaken by the Consultants and shall be responsible for
and act as the generator with respect to any wastes generated by those tests. The Premises shall
be restored by Lessee or the Consultants to its original condition at Lessee’s or the Consultants’
sole expense following any site work by Lessee or any Consultant. Lessee shall keep the Premises
free and clear of any liens arising from access to the Premises by it and its Consultants, and will
indemnify and hold harmless the Lessor and against all claims, losses, damages and expenses
(including reasonable attorneys’ fees and costs) because of the failure to pay all costs arising from
access to the Premises and from the filing of any liens based on the acts or failures to act of Lessee
or any Consultant, injury or death to any person or damage or loss of any kind to any property
caused by the acts or omissions of Lessee or its Consultants, which obligations shall survive the
termination of this Agreement. Lessee shall obtain (or cause its contractor or consultant to obtain),
at Lessee’s sole cost and expense, within thirty (30) days after the Effective Date, a policy of
commercial general liability insurance covering any and all liability of Lessee and Lessor with
respect to or arising out of any investigative activities conducted by or on behalf of Lessee. Such
policy of insurance shall be an occurrence policy and shall have liability limits of not less than
One Million Dollars ($1,000,000.00) combined single limit per occurrence for bodily injury,
personal injury and property damage liability and shall name Lessor as an additional insured and
Lessee shall provide Lessor with a copy of such policy or a certificate of such policy. Lessee shall
keep the Premises free and clear of any mechanics’ liens or materialmen’s liens related to Lessee’s
right of inspection and the activities contemplated by this Lease.

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 7.

Title Insurance and Survey.

(a)
Within sixty (60) days of the Effective Date, at Lessee's expense, Nelson Mullins
Broad and Cassel, as Lessee's title agent (in such capacity, hereafter referred to as the “Title
Agent”) shall issue a Commitment for Title Insurance (the “Title Commitment”) from First
American Title Insurance Company (the “Title Company”) for Lessee’s leasehold interest in the
Premises, and setting forth the status of the title of the Premises.
(b)
Within thirty (30) days of the Effective Date, Lessor shall provide Lessee with
copies of existing surveys of the Premises. Lessee may, at Lessee’s sole cost and expense, obtain
updated or new surveys (“Survey”) of the Premises.
(c)
If the Title Commitment, any title update searches from the Title Company or Title
Agent with respect to new matter of title, if any, recorded following the Effective Date and not
reflected in the Title Commitment (collectively, “Title Update”), or any Survey disclose any
matters of title which render title to the Premises unmarketable, then Lessee shall give Lessor
written notice within ninety (90) days of the Effective Date, specifying any of such matters which
render title unmarketable and to which Lessee objects (“Objections”). All matters which are not
properly made the subject of the Objections, shall be deemed “Permitted Exceptions.”
(d)
If Lessee gives notice of Objections within the timeframe specified in Section 7(c)
above and the Objections are not cured so that the Title Commitment and Survey can be amended
to give effect to matters that are cured, and Lessee has written notice of such cure within the ten
(10) day period following receipt of the notice of Objections from Lessee (“Cure Period”), Lessee
shall have the right either (i) to terminate this Lease by giving written notice of such termination
to Lessor within three (3) days after the expiration of the Cure Period and, upon such termination,
neither party hereto shall have any further rights or obligations under the Lease, except with respect
to the provisions of this Lease which expressly survive termination, or (ii) to waive the Objections
and consummate the payment of all Rent and possession of the Premises on the Closing Date
subject to the Objections which shall be deemed to be Permitted Exceptions. Notwithstanding
anything contained herein to the contrary, Lessor shall have no obligation to cure any Objections
of Lessee.
8.
Due Diligence. No later than ten (10) days after the Effective Date, Lessor shall
have delivered to Lessee for Lessee’s review any and all environmental reports and studies in its
possession or control. No later than thirty (30) days after the Effective Date, Lessor shall have
made available to Lessee the following due diligence items (“Due Diligence Items”): (i) any
agreements, documents or information in the possession of Lessor reasonably requested by Lessee
that bind the Premises and materially affect its operation or use; and (ii) all plans, documents,
agreements and other records in Lessor’s possession of any governmental entities, districts and
utilities regarding the Premises or otherwise impacting, restricting, or affecting the use of the
Premises. Lessor shall also deliver to Lessee, within ten (10) business days after the Effective
Date, legible copies of all documents that relate to the feasibility of the Premises to be used as an
apartment community. Lessor makes no representations or warranties concerning the accuracy or
completeness of any Due Diligence Items.

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 9.

Rent.

(a)
The rent hereunder shall commence and be payable from and after the
Effective Date. From the Effective Date, annual rent shall be Ten and No/100 Dollars ($10.00),
payable on the Effective Date and on each anniversary of the Effective Date throughout the Term
of this Lease.
(b)
Lessee shall pay Rent to Lessor at Lessor’s address for notices, or to such
other person or such other place as directed from time to time by written notice to Lessee from
Lessor, without notice, demand, deduction or offset.
10.

Construction and Operation of Project.

(a)
Lessee shall construct an affordable housing community upon the Premises,
which will consist of no less than eighty (80) rental apartment units, and no less than fifty-five
percent (55%) of such units shall be two bedroom or larger (the Premises, the buildings, and related
site improvements are referred to, collectively, herein as the “Project”; the buildings and related
site improvements are referred to, collectively, herein as the “Improvements”). The Improvements
to be constructed or installed on the Premises by Lessee shall be constructed in a good and
workmanlike manner and shall at all times be in full compliance with all applicable governmental
rules, regulations, ordinances and requirements of every kind whatsoever.
(b)
Lessee agrees that for a term of ninety-nine (99) years after the Closing
Date, the Project will be operated as affordable housing with tenant income set asides described
on Exhibit “B” attached hereto and incorporated herein by this reference (the “Affordability Set
Asides”). Lessee acknowledges and agrees that the Affordability Set Asides are material
consideration to Leaser to enter into this Lease.
(c)
In the event Lessee fails to (i) obtain building permits for the Project within
five (5) years of the Effective Date or (ii) obtain certificates of occupancy for the building(s) in
the Project within seven (7) years of the Effective Date, Lessor shall have the right to terminate
this Lease; provided, however, that in the event Lessee obtains building permits and commences
construction and diligently pursues completion, then Lessee may obtain an extension of time to
obtain certificates of occupancy for good cause shown regarding construction completion delay as
demonstrated to Lessor
11.

Ownership of Premises.

(a)
Premises. Lessor warrants and represents to Lessee that it is the owner of
the fee simple title to the Premises, and has full right and authority to enter into this Lease and
perform Lessor's obligations arising hereunder. At all times during the Term of this Lease, the
Improvements and any equipment installed by or on behalf of Lessee shall be owned by Lessee
and during the Term of this Lease, Lessee alone shall be entitled to all of the tax attributes of
ownership including, without limitation, entitled to claim depreciation or cost recovery deductions
and the right to claim the low-income housing tax credit described in Section 42 of the Internal

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 Revenue Code of 1986, as amended (the “Code”), and Lessee shall be entitled to amortize capital
costs and to claim any other federal or state tax benefits attributable to the Project.
(b)
Encumbrances. Lessor agrees not to encumber the Premises with any
mortgage financing. Additionally, Lessor agrees to enter into a commercially reasonable lease
recognition and attornment agreement (a “Recognition Agreement”) with each and every owner
or holder of any mortgage (a “Leasehold Mortgagee”) encumbering Lessee’s leasehold interest
herein as necessary for financing of the Project (including any and all renewals, extensions,
modifications, consolidations, refinancing and replacements, a “Leasehold Mortgage”), in order
to confirm the interests of the Lessee under this Lease and the lien of the Leasehold Mortgagee on
Lessee's leasehold interest in the Premises.
(c)
Improvements. Lessee shall, during the entire Term of this Lease, own all
right, title and interest in and to the Improvements constructed or placed upon the Premises during
the Term of this Lease. Lessor agrees that Lessee while not in default of any provision of this
Lease shall have the right at any time and from time to time to remove any and all fixtures,
furniture, furnishings, equipment and other property installed in or upon the Premises. Lessee
covenants and agrees, at the termination of this Lease, whether by limitation, forfeiture or
otherwise, to quit, surrender and deliver to Lessor possession of the Premises with all the buildings
and Improvements thereon (excluding all furniture, furnishings, equipment and other personal
property therein belonging to and removable by Lessee under the terms of this Lease), in good
condition and repair, ordinary wear and tear excepted, all of which buildings and Improvements
shall become and remain the property of Lessor from and after the end of the Term or earlier
termination of this Lease.
12.

Real Estate Taxes.

(a)
From and after the Closing Date, Lessee shall pay all real estate taxes
assessed against the Project, including, without limitation, special assessments and special tax bills
for any purpose whatsoever. If at any time during the Term of this Lease, the methods of taxing
real estate prevailing at the commencement of the Term shall be altered so that in addition to, or
in lieu of, or as a substitute for the whole or any part of the taxes now levied, assessed or imposed,
the taxing authorities impose (i) a tax on the rents received from such real estate, or (ii) a real estate
license fee measured by the rents receivable by Lessor for the Premises, or (iii) a real estate tax or
real estate license imposed upon Lessor which is otherwise measured by or based in whole or in
part upon the Project or any portion thereof, then the same shall be included in the amount to be
paid by Lessee hereunder to the extent the same are attributed to the Project. Lessee shall pay all
personal property taxes on all personal property in the Project. Except as provided above, Lessee
shall not be obligated to pay any inheritance, estate, succession, transfer, gift, franchise, income or
profit tax or capital levy or similar tax that may be imposed upon or assessed against Lessor.
(b)
In the event the taxing authorities having jurisdiction over the Project do
not assess the Project as a separate tax parcel, then Lessee shall reimburse Lessor for Lessee’s
share of the real estate taxes on the land and buildings (inclusive of the Premises and the
Improvements).
(c)
All unpaid taxes assessed after the Effective Date and prior to the Closing
Date shall be paid by Lessor. All unpaid taxes assessed on and after the Closing Date and prior to

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 the expiration or termination of the Term of this Lease, and all taxes assessed during the Term,
shall be paid by Lessee, subject to proration for partial calendar years.
(d)
Lessor shall give notice to the applicable taxing authority following the
Closing Date such that all future tax bills are to be delivered to Lessee. If tax bills are not delivered
to Lessee, after written request from Lessee, Lessor shall, within ten (10) days after receipt of the
real estate tax bill for the applicable year, furnish a copy of the tax bill for the tax parcels
comprising the Premises. If the Premises do not constitute a separate tax parcel or parcels, as the
case may be, Lessor shall provide to Lessee a copy of the calculations to determine the real estate
taxes owed by Lessee for such year, and Lessor and Lessee shall be obligated to make their
respective tax payments in a timely manner, so as to avoid delinquency.
13.

Insurance and Indemnity.

(a)
Indemnity. Lessee will protect, indemnify, save harmless and defend
Lessor from and against all liabilities (statutory or otherwise), obligations, claims, damages,
penalties, causes of action, costs and expenses (including, without limitation, attorneys’ fees and
expenses) imposed upon or incurred by or asserted against Lessor by reason of (a) any accident,
injury to or death of persons or loss of or damage to property occurring on or about the Project or
adjoining sidewalks or any other matter or thing arising out of the use or occupation of the Project
from and after, but only from and after, the Closing Date to and until the expiration or termination
of the Term, and (b) any failure on the part of Lessee to perform or comply with any of Lessee’s
obligations hereunder, except to the extent caused or prevented by the negligence or willful
misconduct of Lessor.
(b)
Liability Insurance. Commencing on the Closing Date, and thereafter
throughout the Term of this Lease, the Lessee shall, at Lessee’s sole cost and expense, maintain or
cause to be maintained in full force and effect general public liability insurance against claims for
bodily injury or death occurring on, in or about the Project with such insurance to effect protection
up to not less than $1,000,000 in respect to bodily injury or death to any one person and up to not
less than $1,000,000 in respect to any one accident, and $2,000,000 in the aggregate.
(c)
Casualty Insurance. Commencing on the date vertical construction of the
Improvements begins, and thereafter throughout the Term of this Lease, Lessee shall, at Lessee’s
sole cost and expense, maintain or cause to be maintained in full force and effect insurance
coverage on the buildings, in order to keep the buildings and all related improvements fully insured
against loss or damage by fire, windstorm, cyclone, tornado, hail, explosion, riot, civil commotion,
vandalism, malicious mischief, damage from aircraft, vehicles or smoke and such other casualties
and events as may be insured against under the broad form of uniform extended coverage clause
in effect from time to time, for full insurable replacement value, as well as flood insurance if
applicable to the Project. In the event of any destruction of any portion of Improvements on the
Premises, the proceeds of any insurance carried by Lessee must be used to reconstruct or rebuild
the damaged or destroyed improvements provided, however, that if the Premises is subject to a
lien or security interest held by Leasehold Mortgagee, Leasehold Mortgagee may direct the
insurance proceeds to be applied for restoration of the Improvements or to be applied to the
repayment of the outstanding balance of the financing of the Premises, together with any accrued
interest thereon, in accordance with any and all loans and any agreement related to the Premises.

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 (d)
Certificates. Policies of insurance provided for in this Section 13 shall be
issued by insurance companies licensed in Florida and reasonably satisfactory to Lessor and shall
name Lessor, Lessee and Lessee’s lenders or Leasehold Mortgagees as insureds as their respective
interests appear. Lessee shall provide Lessor with certificates and copies of policies therefor prior
to the Closing Date and thereafter within ten (10) days prior to the renewal date of each such
policy. Each such policy and certificate shall provide for at least thirty (30) days prior written
notice to Lessor in the event of cancellation or amendment.
(e)
Releases. Lessor hereby releases Lessee and Lessee hereby releases Lessor
from and against any and all claims, demands, liabilities or obligations whatsoever for damage to
the Premises or Improvements or loss of rents or profits of either Lessor or Lessee resulting from
or in any way connected with any fire or accident or other casualty whether or not such fire,
accident or other casualty shall have been caused by the negligence of any of Lessor or Lessee or
by any agent, associate or employee or invitee of any of them, to the extent that such damage or
loss is reimbursed under any insurance policy which at the time of such damage or loss permits
waiver of subrogation rights prior to a loss thereunder. Lessor and Lessee agree to use due
diligence to obtain any necessary endorsement permitting the waiver of subrogation on any
insurance policies in order to obtain the result desired under this Section (e).
(f)
Participation. Leasehold Mortgagee shall have the right to participate in
adjustment of losses as to casualty insurance proceeds and any settlement discussion relating to
casualty or condemnation.
14.
No Partnership. Lessor shall not become or be deemed a partner of or a joint
venturer with Lessee by reason of the provisions of this Lease, it being the intention of the parties
that the relationship of Lessor and Lessee by virtue of this Lease shall at all times be that of landlord
and tenant.
15.
Use. Lessee may use the Premises as a multi-family residential housing project.
At all times, Lessee’s use of the Premises shall comply with all rules, regulations, laws, ordinances,
statutes and requirements of all governmental authorities and fire insurance rating organizations
or similar bodies.
16.

Lessee’s Maintenance/Alterations.

(a)
Maintenance. Lessee, at its cost, shall, subject to usual and customary wear
and tear, maintain in good condition and repair, and shall replace all structural and non-structural
portions of the Project, and all Improvements thereon, including but not limited to the buildings
and all fixtures, equipment and personal property therein, and landscaping. Lessee shall keep the
Project in a clean and tenantable condition and permit no waste to be committed therein and the
Project and Improvements shall be in conformance with all applicable rules, regulations, laws,
ordinances, statutes and requirements of all governmental authorities having jurisdiction over the
Project.
(b)
Alterations. Lessee shall have the right to make such alterations,
improvements or additions to the buildings or other Improvements on the Premises during the
Term hereof, as it may desire from time to time. Any such alteration, improvement or addition
which may be made shall be performed in full compliance with all applicable governmental laws,

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 orders, codes, rules and regulations and shall be performed and/or paid for in full by Lessee and
its licensed contractors in a good and workmanlike manner.
17.

Utilities.

(a)
Utility Easements. Lessor shall, subject to the terms of this section 17(a)
and at no cost or expense to Lessor, upon Lessee’s request, execute in recordable form such
easements on the Premises in favor of any utility company or companies, and/or the municipal
authorities having jurisdiction thereof, as may be reasonably required to install, provide and
maintain all utilities necessary or desirable for the Project, and shall cooperate with Lessee to
obtain such modifications of existing utility easements as Lessee may reasonably request in order
to avoid or reduce interference with the construction of the Improvements and Lessee's continued
use thereof. Prior to the execution of any easements or modification of existing easements, Lessee
shall provide to Lessor a survey showing the location of such requested easement or change in the
existing easement and the form of the easement shall be reasonably acceptable to Lessor.
(b)
Utility Charges. Lessee agrees to pay all charges for water, gas, electricity
and all other utilities services used by the Lessee for the Project when due.
18.
Destruction. If, during the Term, the Project is totally or partially destroyed,
rendering the Project totally or partially untenantable, to the extent but only to such extent, as shall
be feasible by application and use of available insurance proceeds, Lessee shall restore the Project
to substantially the same condition as existed prior to such damage and destruction within one (1)
year from the date of the occurrence thereof, or such longer period as reasonably necessary to
restore the Project. Notwithstanding anything contained in this Section 18, as long as Lessee’s
leasehold interest is encumbered by any Leasehold Mortgage, this Lease shall not be terminated
by Lessor in the event that the Project is partially or totally destroyed, provided Lessee shall
comply with the other terms and conditions of this Lease. Lessor acknowledges and agrees that
any insurance proceeds from casualty insurance as provided under Section 13(c) above may be
paid to and held by the Leasehold Mortgagee, to be used for the purpose of restoration or repair of
the Project. Notwithstanding the foregoing to the contrary, in the event Lessee elects, or is unable
to repair and restore the Improvements, or any portion thereof, Lessee shall promptly raze or
remove such damaged Improvements and return the Premises, or such affected portion thereof, to
a safe condition. Lessee's obligations under this Section 18 shall survive the termination of this
Lease.
19.

Eminent Domain and Condemnation.

(a)
Total Condemnation of Premises. If the whole of the property shall be taken
by any governmental authority under the power of condemnation, eminent domain or
expropriation, or in the event of conveyance in lieu thereof, the Term shall cease as of the day
possession shall be taken by the governmental authority, subject to any requirements of a
Leasehold Mortgagee.
(b)
Unsubstantial Condemnation. If twenty-five percent (25.00%) or less of the
square foot area of the Premises or of the buildings shall be so taken or conveyed, the Term shall
cease only with respect to the part so taken or conveyed, as of the day possession shall be taken
by the governmental authority.

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 (c)
Substantial Condemnation. If (i) more than twenty-five percent (25.00%)
of the Premises, or of the buildings, shall be so taken or conveyed, or (ii) twenty-five percent (25%)
or less of the square foot area of the Premises or of the buildings shall be so taken or conveyed,
rendering it unfeasible to continue the operation of the Project, the Term shall cease only with
respect to the part so taken or conveyed, as of the day possession shall be taken by the
governmental authority, and Lessee shall thereafter have the right to terminate this Lease upon
notice in writing within thirty (30) days after such taking of possession.
(d)
Rental Abatement. In the event of any such taking or conveyance of the
Premises, or any portion thereof, Lessee shall pay rent to the day when possession thereof shall be
taken by the governmental authority with an appropriate refund by Lessor of such rent as may have
been paid in advance for a period subsequent to such date. If this Lease shall continue in effect as
to the portion of the Premises not so taken or conveyed, the Rent shall be reduced to an amount
computed and apportioned based upon the remaining area within the Premises, and the space taken
within said Premises, if any, and the tax rent, shall thereafter be computed on the basis of such
remaining space within the Premises.
(e)
Restoration. If this Lease shall so continue, Lessee shall, at its expense,
make all necessary repairs or alterations or as to constitute the remaining Project a complete
architectural and tenantable Project.
(f)
Allocation of Awards. In the case of such taking, both Lessor and Lessee
shall have the right to seek to recover all compensation which may be awarded for any such taking
or conveyance, whether for the whole or a part of the Premises or otherwise as may be provided
under Florida law. Lessee shall be entitled to the compensation awarded for the taking of the
buildings and Improvements, and any portion thereof, shall be entitled to compensation awarded
for the value of the leasehold estate taken, and shall be entitled to claim, prove and receive in the
condemnation proceeding such awards as may be allowed for trade fixtures or for loss of business,
“good will,” depreciation or injury to and cost of removal of property. Lessor shall be entitled to
a portion of the condemnation award for the value of the remainder interest in the Premises
considered as unimproved, or if allowed under Florida law, to pursue a separate award from the
condemning authority for the value of its remainder interest in the Premises, or portion taken.
(g)
Rights of Leasehold Mortgagee. For so long as the Lessee’s leasehold
interest shall be encumbered by any Leasehold Mortgage, any condemnation award which would
otherwise be payable to Lessee hereunder shall be payable to the Leasehold Mortgagee to be used
for the restoration and repair of the Project, as provided in Section 19(e) above, if the Lease is not
terminated as provided herein; otherwise, Leasehold Mortgagee may use the condemnation award
for the satisfaction of the Leasehold Mortgage.
(h)
Notice of Impending or Threatened Condemnations. In the event Lessor is
advised of an impending or threatened condemnation, Lessor shall give notice to Lessee, and
Lessee shall give notice of such fact to the Leasehold Mortgagee. Leasehold Mortgagee shall have
the right to supervise and control the receipt and disbursement of condemnation awards payable
to Lessee, and the right to participate in any condemnation proceedings and settlement discussions
with the condemning authority, for and on behalf of Lessee. Lessor and Lessee further covenant
and agree that, notwithstanding the terms of this Lease, the distribution of casualty and

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 condemnation proceeds shall be governed by the terms of the Recognition Agreement, as
applicable, executed by Lessor, Lessee and the applicable Leasehold Mortgagee.
20.
Assignment, Subletting, or other Transfer. Except as permitted under and pursuant
to Section 24 below, Lessee shall not transfer, assign, convey, encumber, mortgage, pledge,
hypothecate or otherwise dispose of the Premises or any interest in the Premises or Lessee's interest
in this Lease, nor shall Lessee sublet all or any portion of the Premises (other than tenant leases
for the rental units). For purposes of this Lease, an assignment or transfer of a controlling interest
in Lessee (where a “controlling interest” is defined as the entity who holds the power to direct or
control the day-to-day operations of the Lessee) shall be deemed an assignment of this Lease.
Notwithstanding the foregoing, Lessee shall be entitled to assign Lessee's rights and obligations
under this Lease, or to sublet the Premises, to any other related entity owned by, controlled by, or
under common control, or affiliated with, Lessee. Lessee shall also be entitled to transfer
controlling interests in Lessee so long as, following such transfer, at least one of the following
conditions is met: (i) an affiliate of Green Mills Holdings, LLC remains in the ownership structure
of Lessee, (ii) such transferee is the Lessee's limited partner (or investor member), or an affiliate
thereof, and such transfer is made in accordance with the terms of the Lessee's partnership
agreement or limited liability company agreement, or (iii) the transferee has experience
successfully operating and maintaining properties similar to the Project. Any other assignment
shall require the prior written consent of Lessor, which consent shall not be unreasonably withheld,
conditioned or delayed.
21.
Signs. Subject to applicable laws, ordinances, rules and regulations, and
restrictions of record upon the Premises, Lessee shall have the right, at its sole cost and expense,
to place, construct and maintain on the Premises such signs advertising its business at the Premises,
as may be permitted under applicable law. Any sign that Lessee shall place, construct and maintain
shall comply with all laws, orders, rules and regulations and Lessee shall obtain any approval
required by all laws, orders, rules and regulations.
22.
Surrender of the Premises. Upon termination of this Lease, Lessee shall surrender
to Lessor the Premises, including all Lessee’s Improvements and alterations, in good condition
(except for ordinary wear and tear), except for fixtures and personal property that Lessee has the
right to remove. Lessee shall remove all its fixtures and personal property within thirty (30) days
after the termination of this Lease. Lessee shall perform all restoration made necessary by the
removal of any fixtures or Lessee’s other personal property within the time period stated in this
Section.
23.
Default by Lessee. The occurrence of the following acts or events and the
continuance thereof without cure within the applicable grace or curative period shall constitute and
be deemed a default by Lessee hereunder:
(a)

Acts or Events of Default:

(i)
If Lessee shall fail to pay any Rent due hereunder within ten (10)
days after written notice from Lessor that the same has not been paid when due; or
(ii)
If Lessee shall fail to perform any other of the terms, conditions,
obligations or covenants of this Lease to be observed or performed by Lessee within thirty (30)

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 days after written notice of such default shall have been given to Lessee, or if such performance
cannot be accomplished within the initial thirty (30) day cure period, for a reasonable period of
time thereafter as is necessary to accomplish the cure so long as Lessee is diligently and in good
faith pursuing the cure; or
(iii)
If Lessee shall become bankrupt or insolvent, or file any debtor
proceedings or take or have taken against Lessee in any court pursuant to any statute either of the
United States or of any state a petition in bankruptcy or insolvency or for reorganization or for the
appointment of a receiver or trustee of all or a portion of Lessee’s property, unless dismissed (in
the case of involuntary proceedings only) within sixty (60) days of filing; or
(iv)
If Lessee makes an assignment for the benefit of creditors, or
petitions for or enters into an arrangement; or
(v)
If Lessee shall abandon the Premises or suffer this Lease to be taken
under any writ of execution.
(b)
Right to Re-Enter. In any such event and during the continuance of default,
Lessor, in addition to other rights or remedies it may have, shall have the immediate right of reentry and may remove all persons and property from the Premises and such property may be
removed and stored in a public warehouse or elsewhere at the cost of and for the account of Lessee.
(c)
Right to Elect. Should Lessor elect to re-enter, as herein provided, or should
it take possession pursuant to legal proceedings or pursuant to any notice provided for by law, it
may then or at any time thereafter terminate this Lease as provided herein, or it may elect to so reenter and retake possession of the Premises for the account of Lessee without terminating this
Lease, make such alterations and repairs as may be necessary in order to relet the Premises and
relet said Premises or any part thereof for such term or terms (which may be for a term extending
beyond the Term of this Lease) and at such rental or rentals and upon such other terms and
conditions as Lessor in its sole discretion may deem advisable. Upon each reletting all rentals
received by Lessor from such reletting shall be applied first, to the payment of any costs and
expenses of such reletting, including brokerage fees and attorney’s fees and costs of such
alterations and repairs; second, to the payment to of any indebtedness other than Rent due
hereunder from Lessee to Lessor; third, to the payment of Rent due and unpaid hereunder; and the
residue, if any, shall be held by Lessor and applied in payment of further Rent as the same may
become due and payable hereunder. Lessee shall have no right, at any time, to receive any such
rentals obtained upon reletting which may be in excess of the rentals due and payable thereunder.
If such rentals received from reletting during any month be less than that to be paid during that
month by Lessee hereunder, Lessee shall pay any such deficiency to Lessor. Such deficiency shall
be calculated and paid monthly. No such re-entry or taking possession of the Premises by Lessor
shall be construed as an election on its part to terminate this Lease unless a written notice of such
intention is given to Lessee or unless the termination thereof is decreed by a court of competent
jurisdiction. Notwithstanding any such reletting without termination, Lessor may at any time
thereafter elect to terminate this Lease for such previous breach by written notice to Lessee. Should
Lessor at any time terminate this Lease for any breach, in addition to any other remedies it may
have, it may recover from Lessee all damages it may incur by reason of such breach, including,
but not limited to, the cost of recovering the Premises, reasonable attorneys’ fees and the worth at
the time of such termination of the excess, if any, of the amount of Rent and charges equivalent to

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 rent reserved in this Lease for the remainder of the Term over the then reasonable rental value of
the Premises for the remainder of the Term, all of which amounts shall be immediately due and
payable from Lessee to Lessor.
(d)
Legal Expenses. If Lessor deems it necessary to retain an attorney to
recover possession of the Premises, for the recovery of Rent or any other amount due under the
provisions of this Lease, or because of the breach of any other covenant herein contained on the
part of Lessee to be kept or performed, or if either party shall bring an action to enforce the terms
of this Lease, the prevailing party shall be entitled to recover from the other party all expenses
incurred therefor including a reasonable attorneys' and paralegals' fees and costs (whether incurred
before, during or after trial, or at any appellate level, or in arbitration, mediation, any quasi-judicial
or administrative proceeding or any proceeding in bankruptcy or insolvency) and court costs.
(e)
Waiver of Jury Trial. To the fullest extent permitted by law, the parties
hereto shall and they hereby do waive trial by jury in any action, proceeding or counterclaim
brought by either of the parties hereto against the other on any matters whatsoever arising out of
or in any way connected with this Lease, the relationship of Lessor and Lessee, Lessee’s use or
occupancy of the Premises, and/or any claim of injury or damage. The foregoing waiver has been
made upon the advice of counsel and is a material inducement to both Lessor and Lessee entering
into this Lease.
(f)
Right to Cure. Notwithstanding anything contained in this Section 23 or
otherwise in this Lease to the contrary, Lessee's limited partner (or investor member, as the case
may be) shall have the right, but not the obligation, to cure any such default or act or event of
default, in its sole and absolute discretion. In the event that such default or act or event of default
is such that it cannot reasonably be cured by Lessee’s limited partner (or investor member, as the
case may be) within the cure period provided in Section 23(a) above, then Lessee's limited partner
(or investor member, as the case may be), shall have such additional time as may be reasonably
necessary to cure such default or act or event of default, provided, in no event shall such cure
period be extended longer than sixty (60) days beyond the initial cure period provided in Section
23(a) above.
24.

Lessee’s Financing.

(a)
Lessor acknowledges and agrees that it will not be possible for Lessee to
construct the Improvements without obtaining a loan or loans, the issuance of a letter of credit or
letters of credit and/or the advancement of other credit from one or more persons or entities in
order to finance the construction of said Improvements and the development of the Project.
Therefore, Lessor hereby covenants and agrees that Lessee's interest in this Lease may be subjected
to leasehold mortgage loans obtained by the Lessee for the purpose of financing the construction
of the Improvements and the development of the Project, and to the lien of any mortgages,
assignments of rents and leases, security agreements, and other collateral or security documents or
instruments required by the Leasehold Mortgagee providing such financing and to all renewals,
extensions, modifications, consolidations and replacements thereof, and to all advances made or
hereafter to be made upon the security of such mortgages, assignments of rents and leases, security
agreements, and other collateral or security documents or instruments. Lessor and any such

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 Leasehold Mortgagee shall execute and deliver a Recognition Agreement in accordance with
Section 11(b) above.
(b)
If a Leasehold Mortgagee acquires the leasehold estate created hereunder or
otherwise acquires possession of the Project pursuant to available legal remedies, Lessor will look
to such holder to perform the obligations of Lessee hereunder only from and after the date of
foreclosure or possession. Leasehold Mortgagee’s or holder’s liability under this Lease shall be
limited to the value of such Leasehold Mortgagee’s or holder’s interest in this Lease and in the
leasehold estate created thereby; however, such Leasehold Mortgagee or holder is required to
honor and perform all the obligations, duties and responsibilities of Lessee under this Lease,
including the payment of any amounts which are outstanding and owed to Lessor.
25.
Estoppel Statements. Within ten (10) business days after request therefor by either
party, or in the event that upon any sale, assignment or hypothecation of either party’s interest in
the Premises or in this Lease by either party or an estoppel letter or statement shall be otherwise
required from either party or by any lender of such party, each party agrees to deliver in recordable
form a certificate to any proposed mortgagee or purchaser, or to said other party or its lender(s),
certifying (if such be the case) that this Lease is in full force and effect and that, to the best of the
knowledge of the party certifying, there are no defenses or offsets thereto, or stating those claimed
by said party, the date through which the rent and any other payments required hereunder shall be
paid, and such other information as may be required by the entity requesting such statement.
26.
Covenant Against Liens. Except as permitted under Section 24 above or otherwise
in this Lease, Lessee shall not do any act, or make any contract which may create or be the
foundation for any lien or other encumbrance upon the fee simple interest of Lessor in the
Premises, and no person, contractor or material man dealing with Lessee in connection with the
construction and installation of the Improvements on the Premises shall be entitled to a mechanic’s,
materialman’s or construction lien upon the Lessor’s fee simple interest. Lessor’s interest in the
Premises shall not be subject to liens for improvements made by Lessee, and Lessee shall have no
power or authority to create any present estate, reversion or other estate of Lessor in the Premises
as a result of improvements made by Lessee or for any cause or reason. All materialmen,
contractors, artisans, mechanics and laborers and other persons contracting with Lessee with
respect to the Premises or any part thereof, are hereby charged with notice that such liens are
expressly prohibited and that they must look solely to Lessee to secure payment for any work done
or material furnished for improvements by Lessee or for any other purpose during the Term of this
Lease. Lessee shall indemnify Lessor against such loss or expense, including reasonable legal
fees, incurred as a result of the assertion of any such lien, and Lessee covenants and agrees to
transfer any claimed or asserted lien to a bond or such other security as may be permitted by law
within fifteen (15) days of the assertion of any such lien or claim of lien. If Lessee fails to bond
over any such liens within the time period allowed, Lessor may do so in Lessee’s behalf and Lessee
shall agree to reimburse Lessor for any associated costs including attorney fees. Lessee shall advise
all persons furnishing designs, labor, materials or services to the premises in connection with
Lessee’s improvements thereof of the provisions of this Section 26. Without limiting the
generality of the foregoing, Lessee hereby acknowledges and agrees to the following: THE
INTEREST OF LESSOR IN THE PREMISES SHALL NOT BE SUBJECT TO LIENS FOR
IMPROVEMENTS TO THE PREMISES MADE BY LESSEE, NOTWITHSTANDING ANY
APPROVAL BY LESSOR OF ANY CONTRACT(S) WITH ANY CONTRACTOR(S), AND/OR
LESSOR’S APPROVAL OF ANY SUCH IMPROVEMENT(S) AND/OR PLANS. PRIOR TO
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 ENTERING INTO ANY CONTRACT FOR THE CONSTRUCTION OF ANY ALTERATION
OR IMPROVEMENT, LESSEE SHALL NOTIFY THE CONTRACTOR MAKING
IMPROVEMENTS TO THE PREMISES OF THE FOREGOING PROVISION, AND LESSEE’S
KNOWING OR WILLFUL FAILURE TO PROVIDE SUCH NOTICE TO THE CONTRACTOR
SHALL RENDER THE CONTRACT BETWEEN LESSEE AND THE CONTRACTOR
VOIDABLE AT THE OPTION OF THE CONTRACTOR. All lienors, including without
limitation, contractors, subcontractors, sub-subcontractors, laborers, materialmen, suppliers,
professional lienors (as defined by Fla. Stat. Section 713.03 (2014), as the same may be amended
or restated), and others are called upon to take due notice of this clause, it being the intention of
Lessor and Lessee to expressly prohibit any such lien against Lessor’s title or interest in and to the
Premises by the use of this language, as and in the manner contemplated by Fla. Stat. Section
713.10 (2014), as the same may be amended or restated).
27.
Quiet Enjoyment. Lessor covenants and agrees with Lessee that upon Lessee
paying the Rent and observing and performing all the terms, covenants and conditions on Lessee’s
part to be observed and performed, Lessee shall peaceably and quietly enjoy the Premises.
28.
Holding Over. Any holding over after the expiration of the Term shall not be
deemed to extend the Term of or renew this Lease, but shall be construed to be a tenancy at will
at double the Rent herein specified (prorated on a daily basis), together with all additional
payments as provided herein, and shall otherwise be on the terms herein specified so far as
applicable.
29.

Miscellaneous Provisions.

(a)
Notices. Any notice or demand from Lessor to Lessee or from Lessee to
Lessor shall be in writing and shall be deemed duly served if mailed by registered or certified mail,
return receipt requested, or delivered to an expedited delivery service such as Federal Express,
addressed, if to Lessee, at the address of Lessee set forth herein or such other address as Lessee
shall have last designated by notice in writing to Lessor, if to Lessor at the address of Lessor set
forth herein or such other address as Lessor shall have last designated by notice in writing to
Lessee.
(b)
Applicable Law. This Lease shall be governed and construed in accordance
with the laws of the State of Florida, and any and all actions, suits, or proceedings between the
parties hereto shall only be brought in the county in which the Premises are located. In no event
shall either party ever commence an action or seek to remove a pending action between the parties
hereto in or to any United States Federal District Court, except in the case of a bankruptcy
proceeding.
(c)
Recordation. On or before the Closing Date, Lessor and Lessee shall
execute, deliver and record a Memorandum of this Lease in the Public Records of Polk County,
Florida, in the form provided herein as EXHIBIT “C”. At the expiration of the Term, Lessee shall
execute a quitclaim termination of interest in the Lease.
(d)
Net Lease. Lessor shall not have or incur any expense or cost in its
ownership of the Premises during the Term of this Lease, and all such expenses including, without

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14

 limitation, taxes, insurance, utilities, repairs and maintenance shall be solely the responsibility of
Lessee.
(e)
Sales and Use Taxes. Lessee will pay all sales and use taxes due with
respect to the Rent payable to Lessor under this Lease and other amounts payable hereunder
directly to Lessor, whereupon Lessor shall remit such sums to the applicable governmental
authorities.
(f)
Binding Effect of Lease. The covenants, agreements and obligations herein
contained, except as herein otherwise specifically provided, shall extend to, bind and inure to the
benefit of the parties hereto and their respective personal representatives, heirs, successors and
permitted assigns.
(g)
Impact and Permit Fees. In the event that any governmental or quasigovernmental authority or provider of utilities to the Premises requires the payment by Lessor of
permit fees, impact fees or other charges with respect to the construction, occupation or use of the
Project, then Lessee shall pay such amounts to Lessor prior to such payments or fees being due,
whereupon Lessor shall provide Lessee confirmation of payment by Lessor of same. If Lessor
shall elect to pay such fees or other charges directly, Lessee shall reimburse Lessor for the amount
thereof no more than ten (10) business days after written notice of the amount thereof from Lessor.
(h)
Rents/Late Charges. Any payment of Rent not received by Lessor within
five (5) days from the date the same becomes due and payable hereunder shall be subject to a late
charge equal to twelve percent (12.00%) per annum until received in full.
(i)
Waiver. Any waiver of any covenant or condition by Lessor shall not be
construed as a waiver of a subsequent breach of the same or any other covenant or condition.
(j)
Definitions. Wherever herein the singular number is used, the same shall
include the plural, and the masculine gender shall include the feminine and neuter genders. The
section headings used herein are for reference and convenience only, and shall not enter into the
interpretation of this Lease. Each and every term and provision of this Lease which requires any
performance (whether affirmative or negative) by Lessee shall be deemed to be both a covenant
and a condition. The words “reenter” and “reentry” as used herein are not restricted to their
technical legal meaning.
(k)
Integration. No oral statement or prior written matter shall have any force
or effect. No waiver of any provision of this instrument shall be effective unless in writing, signed
by the waiving party. Each party agrees that it is not relying on any representations or agreements
other than those contained in this Lease.
(l)
Invalidity of Certain Provisions. If any provision of this Lease shall be held
by a court of competent jurisdiction to be invalid or unenforceable in whole or in part, the
remainder of this Lease shall not be affected thereby and each and every remaining provisions of
this Lease shall be enforceable to the fullest extent permitted by law.
(m)
Future Modifications. Lessor acknowledges that it has been advised that
Lessee may procure some part or all of the funds to finance on an interim and long-term basis, the
construction of Improvements from state or local governmental sources. If any such financing
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15

 institution, agency or entity requires any modification of the terms and provisions of this Lease as
a condition to such financing (including the issuance of a commitment) as Lessee may desire, then
Lessor agrees to approve and execute such modifications within fifteen (15) days after Lessee’s
request therefor, provided such modification shall not materially modify the terms and conditions
hereof, increase or add any financial obligations on behalf of Lessor, or impose any liability on
Lessor.
(n)
Option to Cancel. At any time on or before the Closing Date, Lessee shall
have the right to terminate this Lease without further liability by written notice to Lessor if Lessee
is unable to procure the funds necessary to finance the construction and development of the Project.
(o)
Broker. Lessor and Lessee covenant, warrant and represent, each to the
other, that there was no broker instrumental in consummating this transaction, and that no
conversations or prior negotiations were had with any broker concerning the renting of the
Premises. The parties hereto agree to hold each other harmless against any claims for brokerage
commissions arising out of this transaction from any broker claiming to have dealt with said party.
(p)
Entire Agreement. This Lease constitutes the entire agreement between the
parties hereto with respect to the subject matter hereof, all prior oral or written offers,
representations, and agreements having been merged herein. Neither this Lease nor any provision
hereof may be changed, modified, waived, discharged or terminated except by an instrument dated
subsequent to the date hereof duly executed by the parties hereto.
(q)
Non-Merger. This Lease shall not terminate as a result of the assignment
or other conveyance of Lessee’s interest herein to Lessor, or as a result of the assignment of
Lessor’s interest in this Lease to Lessee or the conveyance of Lessor’s fee simple title in the
Premises to Lessee, so long as Lessee’s leasehold interest remains encumbered by any Leasehold
Mortgage.
(r)
Amendment or Modification. As long as Lessee’s interest hereunder shall
be encumbered by any Leasehold Mortgage, Lessor and Lessee covenant and agree that this Lease
shall not be modified or amended in any respect without the prior written consent of any and all
Leasehold Mortgagee, and any amendment or modifications which are made without the prior
written consent of any and all Leasehold Mortgagee shall be null, void and of no force and effect
with respect to such non-consenting Leasehold Mortgagee.
(s)
Lessor's Bankruptcy. Lessor acknowledges and agrees that, as of the
Closing Date, Lessee is in “possession” of the Premises for the purposes of Section 365(h) of the
Bankruptcy Code (and any other or successor provision providing similar relief). Furthermore, in
the event that the Lessor under this Lease becomes the subject of a case under the Bankruptcy
Reform Act of 1978 (or any other or successor law providing similar relief), and such landlord or
any trustee of such landlord rejects or seeks authority to reject this Lease under Section 365 of the
Bankruptcy Code (or any other successor provision providing similar relief): (i) Lessee shall elect,
and hereby does elect, without further act, unless each and every holder of the Leasehold Mortgage
consents in writing to any other election, to remain in possession for the balance of the Term of
this Lease and any renewal or extension thereof, pursuant to Section 365(h) of the Bankruptcy
Code (and any other or successor provision permitting a similar election); (ii) any purported
election by Lessee under this Lease to treat this Lease as terminated shall be void and of no effect,

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16

 unless each and every Leasehold Mortgagee consents in writing thereto; and (iii) the lien of any of
the Leasehold Mortgage shall not be impaired by such rejection.
(t)
Force Majeure. Whenever a period of time is herein prescribed for the
taking of any action by Lessor or Lessee, such party shall not be liable or responsible for, and there
shall be excluded from the computation of such period of time, any delays due to strikes, riots, Act
of God, shortages of labor or materials, war, governmental laws, regulations or restrictions, or any
other cause whatsoever beyond the control of such party. Financial inability shall not be a cause
outside of such party’s control.
(u)
OFAC Certification. Lessor and Lessee hereby certify to each other as
follows: (a) neither this Lease, nor the transactions contemplated hereby, is “blocked” pursuant to
Executive Order 13244 dated September 23, 2001 (the “Order”); (b) neither Lessor nor Lessee is
a “person” subject to the prohibitions set forth in the Order, as the term “person” is described and
identified in the Order; and (c) this Lease is not entered into for the purpose of evading or avoiding,
or attempting to violate any of the prohibitions in the Order. Lessor and Lessee, each for
themselves, and on behalf of their respective successors, heirs and assigns, hereby covenants and
agrees to indemnify, defend and hold the other harmless from and against any and all loss, cost,
expense, claim or damage (including, without limitation, reasonable attorneys’ fees) suffered,
claimed or incurred by the other in the event the certification herein is false, and to promptly notify
the other if Lessor or Lessee receives notice that it has been designated a “Specifically Designated
National” or “Blocked Person” on any list maintained by the Office of Foreign Assets Control, or
any successor office or agency. If during the Lease Term, Lessor or Lessee is or becomes a
“Specially Designated National” or “Blocked Person”, then such designation shall constitute a
Default, which shall entitle the non-defaulting party to exercise all rights and remedies available
under this Lease and/or under applicable law.
(v)
Representations and Warranties. Each party represents and warrants to the
other party that: (1) such party is duly formed, organized and validly existing in good standing in
the state of its formation and has the company and legal power and authority to enter into and
perform the terms hereof; (2) the person signing on behalf of such party is a duly authorized
signatory of such party; (3) there is no legal or ethical action or proceeding against such party that
affects the performance or consummation of the terms hereof; and (4) the consummation and
performance of the terms hereof do not conflict with or violate the terms of any contract,
agreement, law, rule or regulation applicable to such party or its assets.
30.
Approval of Use Restriction. Lessor acknowledges, approves of and consents to
the filing of an Extended Low-Income Housing Agreement and any other similar documents or
instruments against the Premises as may be necessary or desirable in connection with the lowincome housing tax credits or other financing which Lessee will seek to obtain; provided, however,
that any such use restrictions will not be filed or recorded as encumbrances against the Premises
prior to the Closing Date.
[Remainder of Page Intentionally Blank; Signatures On Following Page]

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17

 IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the day and
year first above written.
LESSOR:
CITY OF LAKELAND, a political subdivision of
the State of Florida
By:_______________________________________
Mayor
Date:_____________________________________

ATTEST:

Approved as to form and legality for the use and
Reliance of Polk County, Florida, only.

_____________________________
Deputy Clerk

By:_______________________________________
City Attorney

STATE OF FLORIDA
COUNTY OF POLK
The foregoing instrument was acknowledged before me this _____ day of _________________,
2019, by ________________, as ______________ of ________________________. She/He is
personally known to me or has produced ______________________________ as identification.
Notary Public, State of Florida
Print Name:
Commission No.:
My Commission Expires:

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18

 IN WITNESS WHEREOF, the Parties have caused these presents to be executed on the day
and year indicated above.
WITNESSES:

LESSEE:
TIGERTOWN GM, LTD., a Florida limited
partnership
BY: Tigertown GM GP, LLC, a Florida
limited liability company, its General Partner
BY: Green Mills Holdings, LLC, a Florida
limited liability company, its Manager
By:_______________________________
Oscar Sol, as Manager
Date:_____________________________

SATE OF FLORIDA
COUNTY OF _________
The foregoing instrument was acknowledged before me this _____ day of August, 2019, by Oscar
Sol, as Manager of Green Mills Holdings, LLC, a Florida limited liability company, on behalf of the
company as Manager of Tigertown GM GP, LLC, a Florida limited liability company, on behalf of the
company as General Partner of Tigertown GM, LTD., a Florida limited partnership, on behalf of the
partnership. He is personally known to me or has produced ______________________________ as
identification.

Notary Public, State of Florida
Print Name:
Commission No.:
My Commission Expires:
My Commission Expires:

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19

 EXHIBIT “A”
[PREMISES]

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20

 Exhibit “B”
Affordability Set Asides
All units with the development shall be occupied by Workforce households at or below
80% of the Area Median Income (AMI), adjusted for family size, with at least 5% of the units set
aside for households at or below 30% of AMI.

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21

 EXHIBIT “C”
Form of Memorandum of Ground Lease
Prepared by and after recording
Return to:

MEMORANDUM OF GROUND LEASE
THIS MEMORANDUM OF GROUND LEASE AGREEMENT is made effective
as of the ____ day of ____________, 201__, between the CITY OF LAKELAND, FLORIDA, a
political subdivision of the State of Florida, having an address of 228 S. Massachusetts, Florida
33801 (“Lessor”) and TIGERTOWN GM, LTD., a Florida limited partnership or its assigns,
having an address of 100 SE 3rd Avenue, FL 10, Ft. Lauderdale, Florida 33394 (“Lessee”).
A.
By virtue of that certain Ground Lease dated as of August __, 2019 (the “Lease”),
Lessor has leased to Lessee the real property described in Exhibit “A” attached hereto (“Leased
Premises”), and
B.
During the Term of the Lease, Lessee shall be the owner of the buildings, structures
and other improvements located and to be located in the future on the Leased Premises
(“Improvements”), and
C.
The Lease sets forth certain rights and obligations of the parties with respect to the
Leased Premises and the Improvements, and
Lessor and Lessee desire to place of record a memorandum of the Lease to place third
parties on notice of the existence of same.
NOW THEREFORE, in consideration of the Recitals and mutual covenants hereinafter
contained, the parties agree as follows:
1.
Lessor does hereby lease to Lessee the Leased Premises in accordance with the
terms, covenants, and conditions set forth in the Lease. The provisions of the Lease shall bind and
inure to the benefit of Lessor and Lessee and their respective successors and assigns.
31.
2.
The Term of the Lease is from the Effective Date (as set forth in the
Lease) to the last day of the month during which the fifty-first (51st) anniversary of the Closing
Date (as set forth in the Lease) occurs, subject to earlier termination as contemplated in the Lease;
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22

 provided, however, Lesssor shall agree to extend the Term to sixty-five years from the Closing
Date if required as a condition of financing by a Leasehold Mortgagee.
.
3.
No lien arising under Part I of Chapter 713, Florida Statutes, or any statute of
similar import, shall extend to the interest of Lessor in the Leased Premises. Lessee is precluded
by the terms of the Lease from creating or allowing to be created against Lessor’s title to or interest
in the Leased Premises, any construction liens, or any other liens permitted under the Florida
Construction Lien Law, and all persons claiming by, through, under or against Lessee are hereby
notified that Lessee has no power of authority to subject the title or interest of Lessor, as fee owner
of the Leased Premises, to any claim for such lien. All persons dealing with Lessee and claiming
by, through, under or against Lessee shall look solely to Lessee for the payment of any and all
charges incurred in improving the Leased Premises and Improvements at any time during the Term
of the Lease.
4.

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The terms of the Lease are incorporated herein by reference.

23

 IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the day and
year first above written.
LESSOR:
CITY OF LAKELAND, a political subdivision of
the State of Florida
By:_______________________________________
Mayor
Date:_____________________________________

ATTEST:

Approved as to form and legality for the use and
Reliance of Polk County, Florida, only.

_____________________________
Deputy Clerk

By:_______________________________________
City Attorney

STATE OF FLORIDA
COUNTY OF POLK
The foregoing instrument was acknowledged before me this _____ day of _________________,
2019, by ________________, as ______________ of ________________________. She/He is
personally known to me or has produced ______________________________ as identification.
Notary Public, State of Florida
Print Name:
Commission No.:
My Commission Expires:

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24

 IN WITNESS WHEREOF, the Parties have caused these presents to be executed on the day
and year indicated above.
WITNESSES:

LESSEE:
TIGERTOWN GM, LTD., a Florida limited
partnership
BY: Tigertown GM GP, LLC, a Florida
limited liability company, its General Partner
BY: Green Mills Holdings, LLC, a Florida
limited liability company, its Manager
By:_______________________________
Oscar Sol, as Manager
Date:_____________________________

SATE OF FLORIDA
COUNTY OF _________
The foregoing instrument was acknowledged before me this _____ day of _________________,
2019, by Oscar Sol, as Manager of Green Mills Holdings, LLC, a Florida limited liability company, on
behalf of the company as Manager of Tigertown GM GP, LLC, a Florida limited liability company, on
behalf of the company as General Partner of Tigertown GM, LTD., a Florida limited partnership, on
behalf of the partnership.
He is personally known to me or has produced
______________________________ as identification.

Notary Public, State of Florida
Print Name:
Commission No.:
My Commission Expires:
My Commission Expires:

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 EXHIBIT “A” to Memorandum of Ground Lease
[TO BE INSERTED PRIOR TO RECORDING]

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 3. DRAFT PURCASE CONTRACT

 AGREEMENT OF PURCHASE AND SALE
THIS AGREEMENT OF PURCHASE AND SALE (“Agreement”) is made by and
between the CITY OF LAKELAND, FLORIDA, a political subdivision of the State of Florida,
having an address of 228 S. Massachusetts Avenue, Lakeland, Florida 33801 (“Seller”), and Green
Mills Holdings, LLC, and/or its assigns (“Buyer”).
W I T N E S S E T H:
WHEREAS, Seller owns certain real property comprised of approximately ____ +/- acres
of real property located in Polk County, Florida (Parcel ID: 242806-000000-022030), consisting
of approximately ____ acres, as more particularly depicted and described on Exhibit “A” attached
hereto and made a part hereof (the “Property”);
WHEREAS, Buyer wishes to purchase the Property and any and all improvements located
thereon from Seller, and Seller wishes to sell the Property and any and all improvements located
thereon to Buyer, pursuant to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, Seller
and Buyer agree as follows:
1.
Purchase and Sale. Seller agrees to sell and convey and Buyer agrees to
purchase the Property, which shall include all of the right, title and interest of Seller in and to (i)
all easements, rights of way, privileges, licenses, appurtenances and any other rights, privileges
and benefits belonging to the owner of, running with title to, or in any way related to, the Property;
(ii) all land use or other consents, authorizations, variances, waivers, licenses, permits, approvals,
development orders, or any other entitlements issued or granted by or from any governmental
authority with respect to the Property; (iii) all percolation, soil, topographical, traffic, engineering
and environmental reports or studies in the possession or control of the Seller, and all riparian,
littoral rights, title to submerged lands and other water rights related to or benefiting the Property;
(iv) all utility service laterals, hydrants, connections, hook-ups and valves located on and servicing
or available to service the Property; and (v) any and all other agreements, contracts, covenants,
variances and rights, benefits and privileges related to or benefiting the Property.
2.
Purchase Price. The purchase price for the Property (“Purchase Price”), which
Buyer agrees to pay and Seller agrees to accept, is NINE HUNDRED SIXTY THOUSAND and
No/100 Dollars ($960,000.00), subject to the credits, prorations, and adjustments herein set forth,
at Closing. Pursuant to Florida Administrative Code 67-48.0072, a third-party credit underwriter
appointed by the Florida Housing Finance Corporation (“FHFC”) shall order a self-contained
appraisal as defined by the Uniform Standard of Professional Appraisal Practice. The Purchase
Price shall be adjusted to match the appraised value in the event the appraised value is below the
Purchase Price; however, the Purchase Price shall not be less than FIVE HUNDRED
THOUSAND and 00/100 Dollars ($500,000.00). The Purchase Price shall be payable as follows:
a.
First Deposit. On or before the fifth (5th) business day following the
Effective Date of this Agreement, Buyer shall deliver to Nelson Mullins Broad and Cassel,, as
escrow agent (“Escrow Agent”), the sum of FIVE THOUSAND and No/100 Dollars ($5,000.00)

10-6-2014

 by check or wire transfer, the proceeds of which shall be held in trust by Escrow Agent as an
earnest money deposit (“First Deposit”) in an interest bearing account, and disbursed only in
accordance with the terms of this Agreement. The First Deposit shall become non-refundable
three (3) business days after expiration of the Inspection Period, except in the event that: (i) the
Seller fails, refuses or is unable to perform all of its obligations under this Agreement; (ii) one or
more of the Closing Conditions in favor of Buyer set forth herein has not been satisfied, with the
exception of the condition that Buyer shall have received an award of LIHTC or CDBG funds
from FHFC sufficient to construct the Intended Improvements, the failure of which shall not entitle
Buyer to a refund of the First Deposit; or (iii) as otherwise specifically provided in this Agreement.
b.
Second Deposit. If Buyer has elected to proceed with this transaction
following the Inspection Period, then within five (5) business days after the expiration of the
Inspection Period, Buyer shall deliver to Escrow Agent, the sum of TEN THOUSAND and No/100
Dollars ($10,000.00) by check or wire transfer, the proceeds of which shall be held in trust by
Escrow Agent as an earnest money deposit (“Second Deposit”) in the same interest bearing
account as the First Deposit. The First Deposit and the Second Deposit, to the extent delivered to
the Escrow Agent, are sometimes hereinafter referred to as the “Deposit”). The Second Deposit
shall be non-refundable to Buyer, except in the event that (i) the Seller fails, refuses or is unable
to perform all of its obligations under this Agreement; (ii) one or more of the Closing Conditions
in favor of the Buyer set forth herein has not been satisfied, with the exception of the condition
that Buyer shall have received an award of LIHTC or CDBG funds from FHFC sufficient to
construct the Intended Improvements, the failure of which shall not entitle Buyer to a refund of
the Second Deposit; or (iii) as otherwise specifically provided in this Agreement.
c.
Balance. The Deposit(s) shall be applied to the Purchase Price at Closing,
and Buyer shall pay to Seller the remainder of the NINE HUNDRED SIXTY THOUSAND and
No/100 Dollars ($960,000.00) subject to the credits, prorations, and adjustments herein set forth,
by a cashier’s check or by wire transfer of United States Dollars.
d.
Escrow Deposit. The Deposit shall be invested by Escrow Agent in an
interest bearing account, but only after Buyer has executed all necessary governmental forms,
including a W-9 and delivered such form to Escrow Agent. Any and all interest earned on the
Deposit shall accrue to the benefit of Buyer and shall be reported to Buyer’s federal tax
identification number. Escrow Agent shall have no responsibility in case of failure or suspension
of business of the institution holding the Deposit. Interest earned, if any, shall be credited to the
Buyer upon Closing, or, in the event of Buyer’s default, paid to Seller.
3.

Title Insurance/Survey.

a.
Within ten (10) business days following the Effective Date, Seller shall
deliver to Buyer and Escrow Agent a copy of Seller’s title insurance policy insuring Seller’s fee
simple title to the Property, if any, and a copy of Seller’s existing boundary survey of the Property,
if any. Within twenty (20) days after the Effective Date, Buyer, at its sole cost and expense, shall
obtain an owner’s title insurance commitment (“Title Commitment”) from a nationally recognized
title insurance company acceptable to Buyer. Marketable title shall be determined according to
the Title Standards adopted by authority of The Florida Bar and in accordance with Florida law.
Following the Effective Date, Buyer may order an ALTA/ACSM survey or an update of Seller’s

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 existing survey, prepared by a Florida licensed surveyor and depicting the Property and all of the
plottable exceptions to the Title Commitment (“Survey”). Buyer shall have until the expiration of
the Inspection Period within which to examine the condition of Seller’s title to the Property. If the
Title Commitment or the Survey reflects that title to the Property is subject to any exceptions or
other survey matters unacceptable to Buyer, Buyer shall, prior to the expiration of the Inspection
Period, notify Seller in writing of the specific title defects (“Title Objections”). Any exceptions
listed in the Title Commitment to which Buyer has not timely objected shall be deemed to be
“Permitted Exceptions.” Seller, at Seller’s sole cost and expense, shall use commercially
reasonable efforts to correct or remove such Title Objections within thirty (30) days after receipt
of notice from Buyer. If Seller is not successful in correcting or removing the Title Objection
within such thirty (30) day period, Buyer shall have the option of either accepting the title in its
existing condition, or of terminating this Agreement by sending written notice of termination to
Seller and Escrow Agent. In the event that Buyer elects to terminate this Agreement, Escrow
Agent shall return the Deposit to Buyer, and, thereafter, neither Buyer nor Seller shall have any
further liabilities or obligations hereunder except with respect to those obligations which expressly
survive termination.
b.
Seller covenants and agrees that after the Effective Date it shall not enter
into or record any document or instrument, or enter into any lease or other agreement, affecting or
burdening the Property, unless Buyer has consented in writing to the execution or recordation of
such document, instrument, lease or agreement. If any updated endorsement to the Title
Commitment or any update of the Survey obtained prior to Closing reveals any exception or survey
defect not reflected on the Title Commitment or the Survey that was not consented to by Buyer,
Seller, at Seller’s sole cost and expense, shall have such exception deleted from the Title
Commitment, or such survey defect removed or cured prior to Closing. If Seller is not successful
in removing the same by the Closing Date, Buyer shall have the option of either accepting the title
in its existing condition, or of terminating this Agreement by sending written notice of termination
to Seller and Escrow Agent. In the event that Buyer elects to terminate this Agreement, Escrow
Agent shall return the Deposit to Buyer. Notwithstanding anything else to the contrary in this
Agreement, in the event Seller fails to remove an exception revealed in the Title Commitment, or
any update thereof (whether or not objected to by Buyer), in the form of: (1) a mortgage or other
security interest entered into by Seller; (2) a lien or encumbrance of any kind or nature voluntarily
created by Seller at any time on or after the date of this Agreement; or (3) a mechanic's or
materialman’s lien or a judgment docketed against the Property, in any case resulting from the
non-payment by Seller of any sums alleged to be due and owing by Seller to a contractor or
materialman or otherwise voluntarily caused or created by Seller, then in addition to the return of
the Deposit, Buyer shall be entitled to recover from Seller all third party costs incurred by Buyer,
including reasonable attorneys’ fees and costs, in connection with this Agreement and the
Property.
4.
Inspection Period. For the period beginning with the Effective Date and
continuing until 11:59 PM Eastern Time the date that is five (5) business days after the Buyer
receives an invitation to credit underwriting from FHFC to finance the development of the
Property, or December 31st, 2020 (“Inspection Period”), whichever comes first, Seller hereby
grants to Buyer the right to make or obtain any and all investigations, tests, studies, evaluations,
assessments and reports Buyer deems necessary or desirable with respect to the Property.

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 a.
During the Inspection Period, Seller hereby grants to Buyer and its agents,
employees, contractors and representatives, a right of entry upon every portion of the Property,
and a right to examine all records, documents, data or information of any kind or nature relating
to or concerning the Property in the possession or under the control of Seller or other matters
pertaining to the Property (and Seller hereby agrees to make any and all records, documents, data
or information of any kind or nature relating to or concerning the Property in the possession or
under the control of Seller available to Buyer) from time to time at all reasonable times for the
purpose of making surveys, engineering studies, drainage studies, appraisals, zoning and land use
studies, impact studies, surface and subsurface explorations, tests, excavations, borings and such
other investigations, inspections, assessments or reports as Buyer, in its sole and absolute
discretion, may elect to make. Seller shall deliver to Buyer, within three (3) business days after
the Effective Date, copies of any and all surveys (in CADD format, if available), site plans or
layouts, engineering, environmental, soil, wetlands determinations, zoning, land use, appraisal and
feasibility studies, reports and assessments, concurrency evaluations, any plans and specifications
for the Property approved by the local building department having jurisdiction over the Property,
which Seller has in its possession or control (collectively, “Plans and Specs”), and any
correspondence concerning any such topics that Seller has in its possession or control, and all other
governmental orders, approvals, exemptions, waivers, permits, licenses, special exceptions or
variances relating to the Property or any proposed use thereof which are in Seller’s possession or
control. Seller shall also deliver to Buyer, within three (3) business days after the Effective Date,
legible copies of all leases, service contracts, operating agreements, management agreements and
warranties relating to or concerning the Property.
b.
Buyer assumes liability for all acts of its agents who enter onto the Property
and agrees to indemnify and hold harmless the Seller from any loss, damage, cost or expense
incurred by Seller as a result of such acts of Buyer and its agents that cause injury to persons or
damage to the Property.
c.
Notwithstanding any provision in this Agreement to the contrary, at any
time on or before the end of the Inspection Period, Buyer may, without liability to Seller and for
any reason or no reason whatsoever, terminate this Agreement by written notice to Seller and
Escrow Agent, following which Escrow Agent shall promptly return the First Deposit to Buyer;
upon such termination, both parties shall be released from all further obligations or liability under
this Agreement except for those obligations which expressly survive termination.
d.
If Buyer has not terminated this Agreement, as provided herein, the right of
entry and investigation granted herein shall continue unabated through Closing.
e.
During the Inspection Period Buyer shall make diligent efforts to obtain
financing for the intended improvements. These efforts will include applying for Low Income
Housing Tax Credits from the Florida Housing Finance Corporation within each applicable
Request for Application cycle for which the Property is competitive. Buyer will spend
considerable effort and incur expenses related to applying for funding and will provide Seller with
copies of all applicable funding applications. If the Buyer is not successful in attaining the Low
Income Housing Tax Credits or CDBG funding from the Florida Housing Finance Corporation in
the 2019-20 application cycle, a 2nd Inspection Period will commence at the Buyer’s option. The
2nd Inspection Period will expire on December 31st, 2021.

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 5.

Government and FHFC Approvals.

a.
Buyer's obligation to purchase the Property from Seller is contingent upon
Seller obtaining the final issuance of: (i) all zoning and other governmental approvals from
applicable governmental authorities having jurisdiction over the Property, to permit the
construction, completion and operation of a multifamily residential project containing a minimum
of 80 residential units together with related amenities and accessory uses (the “Intended
Improvements”); (ii) final site plan approval, for which all appeal periods have expired with no
appeal having been filed, for the Intended Improvements from the applicable governmental and
regulatory authority(ies); (iii) concurrency and utility approvals; (iv) storm water drainage permit
issued by the relevant drainage district; (v) building permits issued by the relevant municipality or
county; and (v) any other governmental and regulatory approvals and/or permits required in
connection with the construction of the Intended Improvements (collectively the “Government
Approvals”). Seller agrees to apply for, or join in any and all applications, permits, consents,
zoning, land use, concurrency, platting and other permitting, etc., that may be required to be filed
in connection with the Government Approvals. Buyer shall pay all reasonable and documented
costs associated with obtaining the Government Approvals.
b.
Final issuance of the Government Approvals shall be deemed to occur only
when all of the Government Approvals have been issued or granted by the applicable governmental
and quasi-governmental boards and agencies, all appeal periods have expired and any appeals filed
have been finally and favorably determined. If this condition precedent is not satisfied on or before
August 15th, 2020 (the “Approvals Deadline”) then Buyer shall be entitled (but Buyer shall not
be obligated) to terminate this Agreement and upon such termination by Buyer, the Deposit shall
be refunded to Buyer and the parties shall be relieved of all further liability under this Agreement,
except for those obligations which expressly survive termination of this Agreement.
c.
If either (i) the Government Approvals are not sufficient to allow for the
construction of the Intended Improvements or contain unreasonable conditions to approval that are
not acceptable to Buyer in its sole discretion or (ii) Seller fails to obtain the Government Approvals
prior to the Approval Deadline, then, in the case of any such event, Buyer shall have the right to
terminate this Agreement by providing written notice to Seller (“Approval Termination Notice”).
Upon receipt of the Approval Termination Notice, the Second Deposit shall be refunded to Buyer
and this Agreement shall be terminated and shall be null and void without recourse as to either
party hereto, except for those obligations that expressly survive the termination of this Agreement.
d.
So long as Seller is not required to incur any cost or expense with regard
thereto, Seller shall cooperate with Buyer in performing its due diligence with respect to the
Property and in seeking any and all consents, permits or approvals regarding the Property as Buyer
may request, and Seller shall promptly join in all applications for building permits, certificates or
other agreements, and permits for sewer, water, or other utility services, other instruments or other
permits or approvals, the granting of or entry into which, by any governmental or
quasi-governmental authority having jurisdiction over the Property, is, in Buyer’s reasonable
opinion, necessary to permit the development, construction, use or occupancy of the Intended
Improvements.

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 e.
Buyer intends to submit an application to Florida Housing Finance
Corporation (FHFC) for Low Income Housing Tax Credits (LIHTC) or CDBG on or before the
Application Deadline established by FHFC, subject to change based upon the FHFC
determination. If Buyer determines that the LIHTC application submitted by Buyer either will
not or has not been successful in obtaining an allocation of LIHTC in an amount sufficient to
construct the Intended Improvements, then Buyer shall be entitled (but Buyer shall not be
obligated) to terminate this Agreement by providing written termination notice to Seller and upon
such termination by Buyer, the Deposit shall be refunded to Buyer, except as otherwise provided
herein, and the parties shall be relieved of all further liability under this Agreement, except for
those obligations which expressly survive termination of this Agreement.
f.
Notwithstanding anything contained herein to the contrary, Seller shall have
the right to review and approve or disapprove the final elevations for the Intended Improvements.
6.
Covenants of Seller; Operation of the Property. Seller hereby covenants and
agrees that from and after the Effective Date:
a.
Seller will not, without the Buyer’s prior written consent, create by its
consent any encumbrances on the Property. For purposes of this provision the term
“encumbrances” shall include, but not be limited to, any liens, claims, options, or other
encumbrances, encroachments, rights-of-way, easements, covenants, conditions or restrictions.
b.

Seller shall pay all assessments and taxes prior to becoming delinquent.

c.
Seller will not create or consent to the creation of any special taxing districts
or associations with the authority to impose taxes, liens or assessments on the Property.
d.
Seller will not remove any fill or cause any change to be made to the
condition of the Property without the prior written consent of the Buyer.
e.
Seller shall take no action with respect to the Property that would alter or
affect any of the representations or warranties of Seller under this Agreement or which would in
any manner affect Buyer’s future use and development of the Property.
7.
Closing Conditions. Buyer’s obligation to close this transaction shall be subject
to the satisfaction of each of the following conditions on or before the Closing Date:
a.

Seller shall not be in default under any term, covenant or conditions of this

Agreement.
b.
Each of the representations and warranties of Seller set forth in this
Agreement shall be true, complete and correct at the date of the Closing as if made at that time,
and the Seller shall have delivered its certificate to such effect.
c.
Buyer shall have received an award of LIHTC funds from FHFC sufficient
to construct the Intended Improvements.

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 d.
There shall not be a sewer, water, building or other moratorium in effect
which would interfere with the immediate construction and occupancy of Buyer’s Intended
Improvements (“Moratorium”).
e.
At the Closing, the Title Insurance Company shall irrevocably commit to
issue to Buyer an ALTA Owner's Policy of title insurance, dated as of the date and time of the
recording of the deed, in the amount of the Purchase Price, insuring Buyer as owner of good,
marketable and indefeasible fee simple title to the Property, free and clear of liens and
encumbrances, and subject only to the Permitted Exceptions (“Title Policy”).
f.

Sole and exclusive possession of the Property shall be delivered to Buyer at

Closing.
In the event that any of the foregoing conditions precedent to Closing have not been
satisfied as of the Closing Date, Buyer shall have the right to waive any or all of the foregoing
conditions and close this transaction or Buyer shall have the right to terminate the Agreement, and
in such event the Deposit and all interest earned thereon shall be refunded to Buyer and neither
party shall have any further rights or obligations hereunder, except those obligations which survive
termination of the Agreement, except that the failure of Buyer to receive an award of LIHTC funds
from FHFC sufficient to construct the Intended Improvements shall not entitle Buyer to a refund
of the Deposit. If at the time of Closing, there is a Moratorium in effect with respect to the Property
as described herein, then at Buyer's option (by written notice to Seller): (i) this Agreement shall
be terminated and in such event the Deposit shall be refunded to Buyer and neither party shall have
any further rights or obligations hereunder, except those obligations which survive termination of
the Agreement; or (ii) the Closing Date may be extended to the earlier of twenty (20) days after
the date the Moratorium is lifted or six (6) months from the scheduled Closing. If the Closing
Date is extended and if the Moratorium is still in effect six (6) months from the scheduled Closing,
then unless Buyer waives the existence of such Moratorium as a Closing condition and elects to
close this transaction, this Agreement shall be terminated and neither party shall have any further
rights or obligations hereunder, except those obligations which survive termination of the
Agreement. If Buyer waives such condition, the Closing shall take place within twenty (20) days
after expiration of such six (6) month period.
8.
Closing Documents. The Closing documents shall be provided by the parties as
set forth below, in form acceptable to Buyer:
a.

At Closing Seller shall execute and/or deliver to Buyer:

i.
Warranty Deed. A warranty deed in recordable form, duly executed
by the Seller, conveying to the Buyer good, marketable and insurable fee simple title to the
Property subject only to the permitted exceptions as reflected in the Commitment which have not
been objected to by Buyer, with the legal description provided in the Commitment.
ii.
Affidavit. An owner’s and contractor’s affidavit adequate for title
insurance to be issued by the Title Company without exception for parties in possession,
mechanics’ or materialmens’ liens and to permit the Title Company to delete the “gap” in the Title
Commitment.

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 iii.
FIRPTA Affidavit. In order to comply with the requirements of the
Foreign Investment Real Property Tax Act of 1980 (“FIRPTA”), Seller will deliver to Buyer at
Closing Seller’s affidavit under penalty of perjury stating the Seller is not a “foreign person,” as
defined in Section 1445 of the Internal Revenue Code of 1986 and the U.S. Treasury Regulations
thereunder, setting forth Seller’s taxpayer identification number, and that Seller intends to file a
United States income tax return with respect to the transfer or is exempt from filing a return. Seller
represents and warrants to Buyer that it has not made nor does Seller have any knowledge of any
transfer of the Property or any part thereof that is subject to any provisions of FIRPTA that has not
been fully complied with by either transferor or transferee.
iv.
A duly executed certification that every representation and warranty
of Seller under this Agreement is true and correct as of the Closing as if made by Seller at such
time;
v.
Any and all documents reasonably requested by Buyer or the title
company in connection with Seller’s authority to execute this Agreement, the deed and all other
documents contemplated under this Agreement, including Trustee Affidavits, copies of Seller’s
Trust Agreement, and any co-trustee or beneficiary consent required thereunder;
vi.
Any and all documents requested by the title company which are
required to release any vendor claims that may be available to Seller due to the unpaid portion of
the Purchase Price at Closing.
vii.
A closing statement prepared by Escrow Agent setting forth all
amounts paid, credited and otherwise due, payable and paid hereunder (“Closing Statement”); and
viii. Such additional documents or instruments as may be required to
effectuate the terms, conditions and provisions hereof and to carry out the intent of the parties
hereto, or as may be reasonably required by the title insurance company, so as to be able to delete
at Closing all of the requirements of Schedule B-Section 1 of the Title Commitment and all of the
standard printed exceptions (other than the exception for taxes and assessments for the current year
not yet due and payable, and the survey exception, which shall be limited to the specific matters
affecting the Property reflected on the Survey) from Schedule B-Section 2 of the Title
Commitment, and to insure the gap between the effective date of the Title Commitment and the
recording of the deed conveying title to the Property from Seller to Buyer.
b.

At Closing, Buyer shall deliver to Seller:
(i)

Closing Statement executed in counterpart;

(ii)

The Assignment Agreement executed in counterpart;

(iii)
The Purchase Price (as adjusted for all credits, adjustments and
prorations set forth in this Agreement); and
(iv)
Final Building Permits issued by City of Lakeland and permits from
any other regulatory agencies required to commence construction.

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 (v)
Such additional documents or instruments as may be reasonably
required or requested by Seller to effectuate the terms, conditions and provisions of this
Agreement.
9.
Closing/Closing Expenses.
Except as otherwise provided herein, the
consummation of the transactions described in this Agreement (“Closing”) shall take place at the
offices of Buyer’s counsel or by mail no later than December 31st, 2020 (“Closing Date”).
At Closing, Buyer shall pay the cost of state documentary stamps and surtax on the
warranty deed, all title search fees and other costs pertaining to the Title Commitment and for the
title insurance premium on the owner’s title insurance policy to be issued to Buyer pursuant to the
Title Commitment in an amount equal to the Purchase Price, the fee for recording the warranty
deed, and the costs of the Survey. Each party shall pay its own attorneys’ fees.
10.
Prorations. The following items shall be adjusted, apportioned, and allowed as of
the Closing Date:
a.
Special Assessment Liens. If, on the Closing Date, the Property or any part
thereof, shall be or shall have been affected by any certified, confirmed, and ratified special
assessment liens, the same shall be paid and discharged by Seller. Pending liens shall be assumed
by Buyer; provided, however, that once the amount of a pending special assessment lien has been
finally determined, the amount of the special assessment lien shall be prorated and Seller shall
reimburse Buyer for any amounts paid by Buyer which are allocable to the period of time Seller
owned the Property within thirty (30) days of Buyer’s delivery to Seller of the proration statement.
b.
Real Estate Taxes. If the Closing shall occur before the tax rate is fixed, the
apportionment of taxes shall be based upon the real estate taxes for the previous year. If the tax
rate is not fixed at Closing, the parties agree to make an appropriate adjustment upon the issuance
of the actual statement for the taxable year. Thus, if at the time of Closing, the taxes for the current
year have not been finally determined, Seller or Buyer, as the case may be, agree to pay any balance
later found to be due on the reproration of the actual taxes for the year in which the Closing
occurred, within thirty (30) days of the determination thereof.
c.

The provisions of this section shall survive the Closing.

11.
Seller’s Representations and Warranties. Seller represents and warrants to
Buyer and covenants and agrees with Buyer as follows:
a.
Seller has not entered into any contracts, subcontracts, arrangements, leases,
licenses, concessions, easements, or other agreements, either recorded or unrecorded, written or
oral, affecting all, or any portion of, or any interest in the Property, which will not have been
terminated or expired prior to Closing;
b.
To the best of Seller’s knowledge, there are no: (1) existing or pending
improvement or special assessment liens affecting the Property; (2) violations of building codes
and/or zoning ordinances or other governmental or regulatory laws, ordinances, regulations, orders
or requirements affecting the Property; (3) existing, pending or threatened lawsuits, or appeals of
prior lawsuits, affecting the Property; (4) existing, pending or threatened condemnation

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 proceedings affecting the Property; (5) existing, pending or threatened zoning, building or other
moratoria, downzoning petitions, proceedings, restrictive allocations or similar matters that could
adversely affect the development of the Intended Improvements on the Property; or (6) unrecorded
easements, restrictions or encumbrances affecting all or any part of the Property;
c.
Seller has not used, manufactured, stored, or released any “Hazardous
Materials” (as hereinafter defined) on, in or around the Property, and, to the best of Seller’s
knowledge, no other person or entity has ever used, manufactured, stored or released any
Hazardous Materials on, in or around the Property, and, to the best of Seller’s knowledge, no
Hazardous Materials are present in, on, under or around the Property. As used herein, “Hazardous
Materials” shall mean petroleum and petroleum based products and any other substance or
material, the use, manufacture, storage, release or presence of which in land, water or elsewhere
in the environment is limited, prohibited or in any other way regulated by any federal, state or local
law, ordinance, rule or regulation. Seller further represents and warrants that, to the best of Seller’s
knowledge, no portion of the Property has ever been used as a landfill or a dump;
d.
There are no agreements currently in effect which prohibit or restrict the
sale of the Property;
e.
Seller has the right, power and authority to execute and deliver this
Agreement, to perform each and every obligation of Seller hereunder, and to consummate the
transactions contemplated by it; no consent is required by any co-trustee or beneficiary to the
Seller’s land trust for the execution of this Agreement or the consummation of the transactions set
forth herein; neither the execution and delivery of this Agreement, and, to the best of Seller’s
knowledge, neither the performance or consummation of the obligations and transactions
contemplated by it, nor the fulfillment of, nor the compliance with, the terms, conditions and
provisions of this Agreement will conflict with, or result in a violation or breach of, any relevant
law, or any other instrument or agreement of any nature to which Seller is a party or by which it is
bound or may be affected, or constitute (with or without the giving of notice or the passage of
time) a default under such an instrument or agreement; no consent, approval, authorization or order
of any person is required with respect to the execution or delivery of this Agreement or the
performance and consummation of the transactions contemplated by this Agreement;
f.
No commitments or agreements have been or will be made by Seller to any
governmental authority, utility company, school board, church or other religious body, any
homeowners or homeowners’ association, or any other organization, group or individual, relating
to the Property which would impose an obligation upon Buyer to make any contributions or
dedications of money, land, or any interest in land, to construct, install or maintain any
improvements of a public or private nature on or off the Property, or otherwise impose any
obligations or liability on Buyer or the Property;
g.
The Property is currently zoned for multifamily under the applicable zoning
ordinance affecting the Property;
h.
All utilities, including, without limitation, water, sewer, electricity,
telephone, gas and cable television which are necessary or desirable and in the capacities or size

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 required for development of the Property are available at or near the boundaries of the Property at
the rates generally chargeable to developers in Polk County, Florida;
i.
All agreements, documents, studies and other materials delivered to Buyer
pursuant to the provisions of Sections 3 and 4(a) are true, correct and complete copies of all such
items;
j.
Seller has received no notice of and to its knowledge there is no violation
of any law, regulation, ordinance, order or judgment affecting the Property;
k.
Seller owns the Property in fee simple, subject only to those matters
disclosed in the Title Commitment.
At all times during the term of this Agreement and as of the Closing Date, all of
Seller’s representations, warranties and covenants in this Agreement shall be true and correct; no
representation or warranty by Seller contained in this Agreement and no statement delivered or
information supplied to Buyer pursuant to this Agreement contains any untrue statement of a
material fact or omits to state a material fact necessary in order to make the statements or
information contained in them or in this Agreement not misleading. In the event that any of the
foregoing representations or warranties becomes untrue as a result of an act of a third party which
is unrelated to and unaffiliated with Seller then such inaccuracy shall not be deemed to be a breach
by the Seller, but such inaccuracy shall permit Buyer to terminate this Agreement. The provisions
of this section shall survive the Closing.
12.
Broker. Seller and Buyer represent and warrant each to the other that they have
not dealt with any real estate broker, sales person or finder in connection with this transaction.
13.

Condemnation.

a.
If the Property, or any part thereof, or any interest therein, shall be taken by
eminent domain or condemned prior to the Closing Date, or if Seller shall receive any notice or
knowledge that any agency or entity having the power of eminent domain is contemplating or is
seeking the taking or condemnation of the Property, or any part thereof, or any interest therein,
Seller shall promptly notify Buyer thereof (“Condemnation Notice”).
b.
Subject to the provisions of subsections (c) and (d) of this section, Buyer
shall be entitled to the proceeds of any condemnation proceeding relating to any taking prior to or
after the Closing Date. If the payment of such proceeds is received by the Seller prior to the
Closing Date, the proceeds shall be delivered to Buyer at Closing. If such proceeds are not
delivered to the Buyer on the Closing Date, there shall be a Closing adjustment under Section 2
in the amount of such proceeds.
c.
If a condemnation, eminent domain or other taking proceeding shall have
been overtly threatened or commenced against the Property, or a portion thereof, or an interest
therein, then in any such event, Buyer shall have the option within thirty (30) days after receiving
each Condemnation Notice, either to: (i) notify Seller and Escrow Agent of Buyer’s election to
terminate this Agreement in which case the Deposit, shall be returned to Buyer and the parties
shall thereafter be relieved of any further obligation or liability hereunder except with respect to

1-26-2018

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 those obligations which expressly survive termination; or (ii) complete the sale without any
adjustments to the Purchase Price, except that any and all condemnation awards which relate to
the Property, or any portion thereof, or any interest therein, received by Seller before Closing in
respect of such taking shall be paid to Buyer on the Closing Date as a Closing adjustment, and
Seller shall transfer and assign to Buyer at Closing all of Seller’s rights and interest in and to any
such awards and any such proceeds, and all such proceeds and all such awards received by or
payable to the Seller after Closing on account thereof shall be paid over to Buyer as a post-closing
adjustment under Section 2. Seller’s obligation to transfer to Buyer all such proceeds and all such
awards received by or paid to the Seller after Closing shall survive the Closing hereunder.
d.
Notwithstanding anything in this Agreement to the contrary, unless Buyer
has elected to terminate this Agreement, as provided in subsection (c) above, the Closing Date
shall be thirty (30) days after receiving any Condemnation Notice, or the date set forth in Section
9, whichever is later.
The provisions of this section shall survive the Closing.
14.
Default. In the event that Buyer shall fail to perform its obligations hereunder,
other than its obligations to indemnify, defend and hold harmless Seller, and such failure is through
no fault or failure of Seller to comply with its obligations hereunder, Seller may, as its sole,
exclusive and absolute remedy, terminate this Agreement and retain, as full and complete agreed
upon liquidated damages, the Deposit. This provision shall not be construed or operate to limit
Buyer’s obligations to indemnify, defend and hold Seller harmless as provided in this Agreement
and such obligations shall survive the Closing or termination of this Agreement. If Seller shall
refuse to close, despite its obligation to close hereunder, or if any of the representations, warranties
and covenants of Seller shall at any time on or before Closing be found to be false or misleading
in any material respect, or if Seller is otherwise in default under the terms and provisions of this
Agreement, Buyer may: (i) terminate this Agreement and obtain the return of its Deposit, or
(ii) Buyer may seek specific performance of Seller’s obligations hereunder, unless specific
performance is not available to Buyer, in which case Buyer may seek any other remedy available
at law or equity.
15.
Notice. All notices, consents, approvals, waivers and elections which any party
shall be required or shall desire to make or give under this Agreement shall be in writing and shall
be sufficiently made or given only when delivered in person, mailed by U.S. Mail, return receipt
requested, or sent by facsimile or email, as provided below:

1-26-2018

To Buyer:

Green Mills Holdings, LLC
100 SE 3rd Ave, FL 10
Fort Lauderdale, FL 33394
Attention: Oscar A. Sol
Phone: 305-898-2188
Email: osol@greenmillsgroup.com

With a copy to:

Nelson Mullins Broad and Cassel
390 North Orange Ave, Suite 1400
Orlando, FL 32801

-12-

 Attention: Terry Costolo, Of Counsel.
Telephone:
(407) 839-4273
Facsimile:
(407) 650-0966
Email: Terry.Costolo@nelsonmullins.com
To Seller:

City of Lakeland
228 S. Massachusetts Ave.
Lakeland, FL 33801
Attention: Nicole Travis
Telephone: (863) 834-6011
Facsimile: (863) 834-8432
Email: Nicole.travis@lakelandgov.net

With a copy to:

City Attorney’s Office
228 S. Massachusetts Ave.
Lakeland, FL 33801
Attention: Palmer C. Davis, Assistant City Attorney
Telephone: (863) 834-6010
Facsimile: (863) 834-8204
Email: palmer.davis@lakelandgov.net

To Escrow Agent:

Nelson Mullins Broad and Cassel
390 North Orange Ave, Suite 1400
Orlando, FL 32801
Attention: Terry Costolo, Of Counsel.
Telephone:
(407) 839-4273
Facsimile:
(407) 650-0966
Email: Terry.Costolo@nelsonmullins.com

Notices, consents, approvals, waivers and elections given or made as aforesaid shall be
deemed to have been dated, given and received: (i) on the date of actual receipt if transmitted by
overnight courier, hand delivery, or U.S. Mail, return receipt requested, if a signed receipt is
obtained; (ii) on the date of transmission, if transmitted by telecopier and confirmation of
successful transmission is provided by such telecopier or by email, provided the recipient emails
acknowledgement of receipt, in the absence of which a copy shall also be sent via overnight
courier, effective as of the date of delivery to the overnight courier.
16.
Assignment. Buyer shall be entitled to assign Buyer’s rights and obligations under
this Agreement to any other related entity owned by, controlled by, under common control, or
affiliated with, Buyer along with any Community Land Trust or Housing Authority qualified to
apply for CDBG funding under Florida Housing Finance Corporation RFA 2019-102. Any other
assignment shall require the prior written consent of Seller.
17.
Radon Gas Notice. Pursuant to Florida Statutes Section 404.056(5), Seller hereby
makes, and Buyer hereby acknowledges, the following notification:

1-26-2018

-13-

 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.
18.

Escrow Agent.

a.
Escrow Agent undertakes to perform only such duties as are expressly set
forth in this Agreement. Escrow Agent shall not be deemed to have any implied duties or
obligations under or related to this Agreement.
b.
Escrow Agent may: (a) act in reliance upon any writing or instrument or
signature which it, in good faith, believes to be genuine; (b) assume the validity and accuracy of
any statement or assertion contained in such a writing or instrument; and (c) assume that any
person purporting to give any writing, notice, advice or instructions in connection with the
provisions of this Agreement has been duly authorized to do so. Escrow Agent shall not be liable
in any manner for the sufficiency or correctness as to form, manner of execution, or validity of any
instrument deposited in escrow, nor as to the identity, authority, or right of any person executing
any instrument; Escrow Agent’s duties under this Agreement are and shall be limited to those
duties specifically provided in this Agreement.
c.
The parties to this Agreement do and shall indemnify Escrow Agent and
hold it harmless from any and all claims, liabilities, losses, actions, suits or proceedings at law or
in equity, or other expenses, fees, or charges of any character or nature, including attorneys’ fees
and costs, which it may incur or with which it may be threatened by reason of its action as Escrow
Agent under this Agreement, except for such matters which are the result of Escrow Agent’s
negligence or willful malfeasance.
d.
If the parties (including Escrow Agent) shall be in disagreement about the
interpretation of this Agreement, or about their respective rights and obligations, or about the
propriety of any action contemplated by Escrow Agent, Escrow Agent may, but shall not be
required to, file an action in interpleader to resolve the disagreement; upon filing such action,
Escrow Agent shall be released from all obligations under this Agreement. Escrow Agent shall be
indemnified for all costs and reasonable attorneys’ fees, including those for appellate matters and
for paralegals and similar persons, incurred in its capacity as escrow agent in connection with any
such interpleader action; Escrow Agent may represent itself in any such interpleader action and
charge its usual and customary legal fees for such representation, and the court shall award such
attorneys’ fees, including those for appellate matters and for paralegals and similar persons, to
Escrow Agent from the losing party. Escrow Agent shall be fully protected in suspending all or
part of its activities under this Agreement until a final judgment in the interpleader action is
received.
e.
Escrow Agent may resign upon five (5) calendar days’ written notice to
Seller and Buyer. If a successor escrow agent is not appointed jointly by Seller and Buyer within

1-26-2018

-14-

 the five (5) calendar-day period, Escrow Agent may petition a court of competent jurisdiction to
name a successor.
f.
Seller and Buyer acknowledge and agree that Escrow Agent is the law firm
representing Buyer with regard to this Agreement and the transaction which is the subject hereof,
and hereby waive any claim against Escrow Agent based upon a conflict of interest as a result of
Escrow Agent serving in such dual capacities, excluding only actions by Escrow Agent
constituting knowing and intentional misconduct. Seller further agrees that Escrow Agent shall
be permitted to represent Buyer in all aspects of this Agreement and the subject transaction,
including, without limitation, any dispute with respect to the Deposit.
g.
The provisions of this Section shall survive the Closing and also the
cancellation of this Agreement.
19.
Agreement:

General Provisions. The following general terms and conditions apply to this

a.
Singular/Plural – Masculine/Feminine. Words used herein in the singular
shall include the plural and words in the masculine/feminine/neuter gender shall include words in
the masculine/feminine/neuter where the text of this Agreement requires.
b.

Titles. Headings in this Agreement are for convenience only.

c.
Successors. The terms, covenants, and conditions of this Agreement shall
be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors,
and assigns, except as herein limited.
d.
Choice of Law. This Agreement shall be interpreted according to the laws
of the State of Florida.
e.
Time. Time is of the essence in the performance of each and every one of
the obligations of the parties to this Agreement. Unless otherwise specified, in computing any
period of time described herein, the day of the act or event for which the designated period of time
begins to run is not to be included and the last day of the period so computed is to be included,
unless such last day is a Saturday, Sunday or legal holiday, in which event the period shall run
until the end of the next day which is neither a Saturday, Sunday or legal holiday.
f.
Effective Date. The last date this Agreement is executed by Buyer and
Seller shall be deemed to be the “Effective Date” of this Agreement.
g.
Jury Trial Waiver. In the event that it becomes necessary for either party to
bring suit to enforce the terms of this Agreement, then each party hereby irrevocably and
unconditionally waives any right it may have to a trial by jury.
h.
Liability Joint and Several. If more than one party is named herein as Seller,
then such parties hereby agree that the liability of each hereunder shall be joint and several.

1-26-2018

-15-

 i.
Entire Agreement; Construction; Severability. This Agreement integrates
and supersedes all other agreements and understandings of every character of the parties and
comprises the entire agreement between them. This Agreement may not be changed, except in
writing signed by the parties. No waiver of any rights or obligations hereunder shall be deemed
to have occurred unless in writing signed by the party against whom such waiver is asserted and
no waiver shall be deemed a waiver of any other or subsequent right or obligations. The parties
acknowledge that the parties and their respective counsel have reviewed and revised this
Agreement and, therefore, the normal rule of construction of contracts that any ambiguities are to
be resolved against the drafting party shall not be employed in the interpretation of this Agreement
and any exhibits or amendments thereto. If any portion of this Agreement is held to be invalid or
inoperative, the remainder of it shall be deemed valid and operative, and effect shall be given to
the intent manifested by the portion held invalid or inoperative to the extent possible.
[Signature Page Follows]

1-26-2018

-16-

 IN WITNESS WHEREOF, each of the parties have executed this Agreement on the dates
set forth below.
BUYER:
__________________________________
By:
Print Name: _________________________
Title: _______________________________
Date:
SELLER:
___________________________________
By:
Print Name: _________________________
Date:

JOINDER OF ESCROW AGENT
Nelson Mullins Broad and Cassel has joined in the execution of this Agreement in order to
acknowledge its agreement to act as Escrow Agent in accordance with the terms and provisions of
this Agreement, subject to collection.
Dated as of the _____ day of ___________, 2019.
ESCROW AGENT:
NELSON MULLINS BROAD and CASSEL
By:
_________________________
Name: _________________________
Title: __________________________

1-26-2018

-17-

 EXHIBIT “A”
Legal Description of the Property

10-6-2014

 4.1 GREEN MILLS EXPERIENCE & QUALIFICATIONS

 GREEN MILLS GROUP

CORPORATE
PROFILE
2017-2018

 TABLE OF CONTENTS
ABOUT GREEN MILLS .............................................................................................. 3
KEY PERSONNEL ..................................................................................................... 4
OSCAR SOL, FOUNDER & PRINCIPAL .................................................................................. 4
MITCHELL ROSENSTEIN, FOUNDER & PRINCIPAL .................................................................. 4
JASON GOLDFARB, DEVELOPMENT PARTNER....................................................................... 4
ANNA MCMASTER, DEVELOPMENT MANAGER .................................................................... 5
DIANA MANSUR, DEVELOPMENT ADMINISTRATOR ............................................................... 5
MATT MALCOM, CPA ...................................................................................................... 5
PRISCILLA HOWARD, TECHNICAL & APPLICATION SUPPORT ................................................... 6
GENE STRICKLAND, SITE PROCUREMENT & GOVERNMENT RELATIONS ................................... 6
ORGANIZATIONAL CHART...................................................................................... 8
FINANCIAL CAPACITY & EXPERIENCE .................................................................... 9
GREEN MILLS PROPERTIES ................................................................................... 10
FOREST RIDGE ............................................................................................................... 10
AIDA PALMS .................................................................................................................. 11
BURLINGTON PLACE ....................................................................................................... 12
KARIS VILLAGE ............................................................................................................... 13
BURLINGTON POST ......................................................................................................... 14
SILVER CREEK ................................................................................................................. 15
REFERENCES ......................................................................................................... 16
REFERENCE LETTERS ............................................................................................ 18
EXPERIENCE CHART.............................................................................................. 20
CONTACT US ......................................................................................................... 23

GREEN MILLS   CORPORATE PROFILE

2

 ABOUT GREEN MILLS
Green Mills Group, LLC (and affiliated entities, referred to as “Green Mills”) is a Fort
Lauderdale based real estate development firm. The company’s expertise is sustainable,
multifamily development with an emphasis on affordable, workforce, and permanently
supportive housing. Green Mills’ team has managed the development and financing of over
70 residential communities representing more than 7,000 apartments and $1 billion in total
development costs. To achieve broad, community-driven outcomes, the firm partners with
local government, for-profit and not-for-profit organizations.
Green Mills maximizes financial and mission-driven returns through diligent financial and
market analyses, carefully researching available public and private financing sources while
responding to civic objectives. Staff have extensive experience working with various public
and private funding sources, including but not limited to Low Income Housing Tax Credits
(“LIHTC”), Historic Tax Credits (“HTC”), HUD operating subsidies, taxable and tax-exempt
municipal bonds, renewable energy subsidies, CDBG, HOME, SURTAX, Housing Authority
Capital Funds, Replacement Housing Factor Funds, and conventional debt and equity.
Since the company’s inception, Green Mills has one of the State’s best competitive LowIncome Housing Tax Credit application success rates. Once approved for financing, Green
Mills has never failed to close a transaction. Every completed Green Mills property was built
on time and on budget, and every property has or will receive stringent ‘green’ energy
efficiency certifications.

GREEN MILLS   CORPORATE PROFILE

3

 KEY PERSONNEL
OSCAR SOL, FOUNDER & PRINCIPAL
Prior to launching Green Mills, Oscar successfully managed acquisitions, development,
construction oversight and leasing activities for one of the nation's largest affordable and
multifamily housing developers. His resume includes the successful completion and
occupancy of more than 40 communities with approximately 5,000 apartment units, valued
at more than $1 billion. He’s managed award winning public-private partnerships, mixeduse, mixed-income, transit-oriented developments (TOD), senior housing, garden
apartments and public housing redevelopments.
Oscar earned a Bachelor of Arts Degree in Economics and an Environmental Studies
certificate from Florida International University, graduating with honors. Oscar lives in
Miami, Florida with his wife and two children.

MITCHELL ROSENSTEIN, FOUNDER & PRINCIPAL
Prior to founding Green Mills, Mitch managed the corporate and development finance
activities for one of the country’s largest affordable and multifamily housing developers,
where he was responsible for the negotiation and closing of more than 40 transactions with
value exceeding $1 billion. Mitch successfully closed financing using a wide array of sources,
including those both privately sourced and publicly subsidized.
Mitch was previously appointed to the Board of Directors of Neighborhood Lending
Partners, a consortium bank focused on workforce housing and in-fill commercial
development and was awarded a fellowship to the New Leaders Council of Broward County.
Mitch was also appointed to the Affordable Housing Advisory Committees for both Broward
County and City of Fort Lauderdale. Mitch is actively involved with various nonprofits and
trade groups, including Big Brothers Big Sisters of Greater Miami, New Leaders Council and
Ghost Light Society of the Broward Center. Each year he teaches an affordable housing
finance “crash” course to University of Miami graduate students.
Mitch graduated with high honors from the University of Florida, earning a Bachelor of
Science degree in Finance and a Minors Degree in Economics. Mitch lives in Boca Raton,
Florida with his wife, son and Old English Sheepdog.

JASON GOLDFARB, DEVELOPMENT PARTNER
Jason is a Development Partner with Green Mills Group. In this capacity, Jason is involved
with various aspects of the company’s affordable housing initiatives, with a focus on land
and new venture opportunity acquisitions.

GREEN MILLS   CORPORATE PROFILE

4

 Prior to joining with Green Mills, Jason served as the Director of Acquisitions for Related
Urban, The Related Group’s affordable housing division. Jason was primarily responsible
for identifying new subsidies, negotiating site control of properties in underserved markets,
and managing funding applications. During his seven years at Related Urban, Jason played
a pivotal role in obtaining over $300 million in funding for the rehabilitation and construction
of over 1,500 affordable housing units in Florida.
Previously, Jason served as a senior real estate associate for a nationally recognized real
estate investment brokerage firm where he negotiated and facilitated over $100 million of
commercial property transactions. Jason holds a Bachelor’s Degree in business
administration from Kent State University and lives in Miami, Florida.

ANNA MCMASTER, DEVELOPMENT MANAGER
Anna joined Green Mills Group in 2018 as Development Manager and supports Green Mills’
mission in creating beautiful, affordable and mixed-income housing communities
throughout Florida.
Anna is passionate about building equitable, sustainable, and thriving communities. Before
joining Green Mills, she served as Program Manager with the South Florida Community
Land Trust, a non-profit affordable housing developer based in Fort Lauderdale, FL. Anna
has been instrumental in the financing and oversight of various affordable developments,
the establishment of regional and local housing plans, as well as the creation and leadership
of community engagement projects throughout South Florida.
Anna holds a Master's Degree in Urban and Regional Planning from Florida Atlantic
University, a certificate of Urban Planning and Design from Harvard University, and a
Bachelor’s Degree in Sociocultural Anthropology from the University of California, San
Diego. She was a founding fellow with the New Leaders Council of Broward County and
served on their Board of Directors for three years.

DIANA MANSUR, DEVELOPMENT ADMINISTRATOR
Diana joined Green Mills Group in 2016 to provide development, application, accounting,
and administrative support. Diana oversees corporate strategic initiatives, assists with
financial analyses, and manages general legal/development correspondence. Diana works
closely with principals to design and implement quality control measures which help ensure
Green Mills’ properties are built on time and on budget. Diana graduated from Nova
Southeastern University with a degree in Sports Science.
MATT MALCOM, CPA
Matt provides accounting, audit and compliance support to Green Mills Group. Matt is a
licensed Certified Public Accountant with over 15 years of experience working with various
GREEN MILLS   CORPORATE PROFILE

5

 types of tax credit-financed transactions. Matt's clients include real estate developers
(affordable, market rate and commercial), non-profits, state and local governments, and
financial institutions.
In December 2010, Matt formed Malcom Accounting Services, LLC to provide accounting
and consulting services to clients. With 15 years of public accounting experience working
on publicly financed transactions, Matt handles GAAP accounting and reporting function
and assists with structuring and controlling functions when needed.

PRISCILLA HOWARD, TECHNICAL & APPLICATION SUPPORT
Mrs. Howard’s housing experience spans 24 years, starting with her employment in 1986 by
the Department of Community Affairs where she administered the Enterprise Zone and
Community Contribution Tax Credit programs. From 1986 – 1999, she served as a manager
or administrator for Department of Community Affairs and Florida Housing Finance
Corporation where she developed and implementing the SAIL, SHIP, Housing Credit,
Single-family and Multifamily Bond, Predevelopment Loan, HOME, Enterprise Zone
Incentives, Community Contribution Tax Incentives and Sales Tax Abatement programs.
Since leaving the Florida Housing Finance Corporation, Mrs. Howard has continued to help
the State of Florida develop its housing policies. For eight years, Mrs. Howard served as a
commissioner representing the general interest of the citizens of Florida on the Affordable
Housing Study Commission. The Affordable Housing Study Commission is responsible for
working with the Florida Housing Finance Corporation, Department of Community Affairs,
Local Governments, and Florida Legislature to help optimize various housing funds and
meet the demanding housing needs of Florida’s needy citizens.
Mrs. Howard’s track record includes 3,000 affordable housing units, helping secure over
$91 million in Housing Credits, $52 million in Mortgage Revenue Bonds, $5 million in local
government funds, and $12 million in Housing and Urban Development 202 grants.
Mrs. Howard is active with local civic and charitable associations and currently serves on the
Federal Home Loan Bank of Atlanta Affordable Housing Advisory Council. She lives in
Gainesville, FL. Along with serving as a local liaison, she will provide strategic insights into
funding applications and provide peer review services. GM is currently working with Mrs.
Howard on multiple affordable housing opportunities in Florida.

GENE STRICKLAND, SITE PROCUREMENT & GOVERNMENT RELATIONS
Mr. Strickland’s professional career began with the City of Lakeland in 1966 where he served
as Assistant City Manager and City Manager for 34 years until his retirement in 2000. As
City Manager, his responsibilities included the supervision of all City departments including
the municipal electric utility department that is the third largest in Florida. During his tenure,
GREEN MILLS   CORPORATE PROFILE

6

 Gene was named “Man of the Year” by the Florida Municipal Electric Association. He is an
Honorary Member of the Florida City and County Management Association. Mr. Strickland
served on the Pension Board for the City’s public employees and firefighters.
Gene served nine years in the U.S. Army Reserves and was President and a Board Member
of the Boys and Girls Club for forty years. He received the National Service to Youth Award
from the Boys and Girls Clubs of America. Since retiring, Gene has worked as a real estate
broker and consultant, concentrating on commercial real estate and affordable housing
developments. Mr. Strickland spearheaded six developments in Hardee, Polk, and
Charlotte Counties resulting in over 600 affordable homes for working families and seniors.
Gene currently serves on the Board of Directors for Sun and Fun, Inc. and is a member of
the Board of Noah’s Ark. Gene is a member of the First United Methodist Church and
serves on the Executive Committee of the church. Gene earned a master’s Degree in
Governmental Affairs from the Wharton Graduate School at University of Pennsylvania’s
Fels Institute of Government. He and his wife, Jane, have three children and six
grandchildren, all currently residing in Lakeland, Florida.
With such a substantial public service track record and network, Gene is an invaluable
member of Green Mills’ team. He works with GM in various ways, including but not limited
to acquisitions, public relations and subsidy procurement.

GREEN MILLS   CORPORATE PROFILE

7

 ORGANIZATIONAL CHART

GREEN MILLS HOLDINGS, LLC
GREEN MILLS GROUP, LLC
(and affiliated entities)

MITCHELL ROSENSTEIN,
PRINCIPAL

OSCAR SOL,

Roles: Finance, Underwriting,
Closing, Asset Management

Roles: Acquisitions,
Development, Construction,
Leasing Oversight

PRINCIPAL

Priscilla Howard

Gene Strickland

Roles: Application
Review, Subsidy
Procurement

Roles: Local
Government
Relations, Site
Procurement

Anna McMaster
Roles: Development
Management,
Applications,
Underwriting,
Analysis

Diana Mansur
Roles:
Administrative,
Application Support,
Financial Analysis

GREEN MILLS   CORPORATE PROFILE

Matt Malcom, CPA
Roles:
Reconciliation,
Requisitions, Cost
Cert., Management
Oversight

Jason Goldfarb
Roles: Acquisitions,
Site Control
Negotiations,
Applications,
Development
Management

8

 FINANCIAL CAPACITY & EXPERIENCE
Green Mills staff have significant experience layering various public and private financing
sources and applying them towards community development. Our collective experience
includes closing over $1 billion in public and private financing, utilizing the following
programs:
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o

Conventional, Institutional, and Private Equity
4% and 9% LIHTC Equity
Private, Bank, and Institutional Debt
Tax-exempt Multifamily Revenue Bonds
Public Housing Capital Sources
HUD Mixed-Financing
80/20 Mixed-Income Structures
Public Housing RAD Conversion
CDBG, HOME, SHIP, SURTAX, and SAIL mortgages
State Renewable Energy Subsidies
Federal Renewable Energy Tax Credits
HUD-VASH Vouchers
Tax Increment Financing (TIF)
Project Based Rental Assistance (PBRA)
Federal Home Loan Bank Mortgages

The company has an extensive network of banking/investor relationships and benefits from
the principals’ stellar track record, having never defaulted on a loan obligation. Multiple
bank references demonstrate financial capacity and track record.

GREEN MILLS   CORPORATE PROFILE

9

 GREEN MILLS COMMUNITIES
FOREST RIDGE
Location: Beverly Hills, FL
Project Details: 119 Multi-family
Apartments
Construction Start / Completion:
2014/2015
Forest Ridge is a $17MM new
construction, 55+ community with
119 residences, a clubhouse, and
amenities. The development is financed with Low Income Housing Tax Credit equity,
conventional debt, and other gap subsidies. Forest Ridge at Beverly Hills, LTD (the single
purpose ownership entity) received a competitive 9% annual tax credit allocation of
$1.51MM from the Florida Housing Finance Corporation (FHFC) in December 2013. It was
also awarded a $500,000 AHP grant from Federal Home Loan Bank of Atlanta.
Construction commenced December 2014, concurrent with tax credit equity and debt
financial closings. Final Certificates of Occupancy were received in December 2015. The
property received green certifications for its energy efficient and sustainable features,
including low-flow fixtures, solar array, SEER rated appliances, etc. After three months,
Forest Ridge was 100% leased, far exceeding third-party market study expectations.

GREEN MILLS   CORPORATE PROFILE

10

 AIDA PALMS
Location: Lakeland, FL
Project Details: 96 Multi-family
Apartments
Construction Start / Completion:
2016/2017
Aida Palms is a mixed-income, affordable,
in-fill $17MM new construction community
with 96 residences, on-site management,
community amenities and energy efficient
design. Green Mills was recommended by
Florida Housing Finance Corporation for an
allocation of competitive 9% tax credits in
early 2015.
Aida Palms is fully leased and operational.
The community features a fitness area,
pool, community room, business center/library and game room. Its central location in
Lakeland, FL provides residents to quick and easy access to local amenities such as
groceries, schools, bus stations and medical facilities. Aida Palms is a family-oriented
community.

GREEN MILLS   CORPORATE PROFILE

11

 BURLINGTON PLACE
Location: St. Petersburg, FL
Project Details: 53 Multi-family Apartments
Construction Start / Completion: 2016/2017
Burlington Place is a 53 unit mid-rise located
within St. Petersburg’s Historic Kenwood
neighborhood.
The
new
construction
development is located within close proximity
to neighborhood amenities and public
transportation, and contains robust amenities
such as a fitness center, club/game room and
business center. Burlington Place also has onsite management.
Burlington Place was selected for a $1,105,000
annual allocation of competitive 9% tax credits in early 2015 by Florida Housing Finance
Corporation. Burlington place is currently fully leased and operational.

GREEN MILLS   CORPORATE PROFILE

12

 KARIS VILLAGE
Location: Miami, FL
Project Details: 88 Multi-family Apartments
Construction Start / Completion: 2016/2018
Karis Village is a supportive housing community
with 88 units, half of which are set aside for
formerly homeless veterans. Karis Village has a
dedicated supportive services team and robust
amenities. Green Mills co-developed the
community with Carrfour Supportive Housing,
Inc., one of Florida’s largest and most
successful not-for-profit affordable housing
developers.
Karis Village was recommended by Florida
Housing staff for an annual tax credit allocation
of $2,180,000 plus $4,300,000 of SAIL subsidy. The development competed with others for
the set-aside subsidy and was selected based on both subjective and objective metrics.

GREEN MILLS   CORPORATE PROFILE

13

 BURLINGTON POST
Location: St. Petersburg, FL
Project Details: 86 Multifamily Apartments
Construction Start /
Completion: 2017/2018
Burlington Post is an 86 unit
a mixed-use, mixed-income
urban infill $20MM new construction mid-rise with on-site management and community
amenities including a club house, community garden and fitness center. Burlington Post was
financed with Low Income Housing Tax Credit (LIHTC) equity, conventional debt and other
gap subsidies including SHIP funds from the City of St. Petersburg. Located in the artistic
Kenwood neighborhood, Burlington Post will be marketed to Seniors with construction
completion estimated for July 2018.

GREEN MILLS   CORPORATE PROFILE

14

 SILVER CREEK
Location: Miami, FL
Project Details: 90 Multifamily Apartments
Construction Start /
Completion: 2018/2020

Silver Creek will be a mixed-use, urban in-fill $26MM new construction mid-rise with 90
residences, on site management and various community amenities. Silver Creek will be
financed with Low Income Housing Tax Credit (LIHTC) equity, conventional debt and other
gap subsidies. Construction is expected to begin in Q3 2018. Silver Creek will be a mixedincome family community.

COLONNADE PARK
Location: Miami, FL
Project Details: 90 Multi-family
Apartments
Construction Start / Completion:
2019/2020
Colonnade Park will be an affordable infill new construction community with 106
residences,
on-site
management,
community amenities and energy
efficient design. Green Mills was
recommended by Florida Housing
Finance Corporation for an allocation of
competitive 9% tax credits in 2018.

GREEN MILLS   CORPORATE PROFILE

15

 MIDTOWN LOFTS
Location: Polk County, FL
Project Details: 80 Multi-family
Apartments
Construction Start / Completion:
2019/2020

Midtown Lofts is located in Polk County, FL. Midtown will be a new construction affordable
development and will provide 80 fully amenitized residences serving families of the Lakeland
community. Midtown Lofts was recommended for funding by Florida Housing Finance
Corporation to receive a competitive 9% tax credit allocation in the Summer of 2018.
Financial closing and construction commencement are expected to occur in Q2 of 2019.

NORTHSIDE
Location: Miami, FL
Project Details: 80

Multi-family Apartments
Construction Start / Completion:
2019/2020
Northside Commons, located in Miami, will be a new construction affordable development.
The development will provide 80 fully amenitized residences serving families with disabling
conditions. Northside Commons was recommended for funding by Florida Housing Finance
Corporation to receive a competitive 9% tax credit allocation in Spring of 2018. Financial
closing and construction are expected to occur in Q3 of 2019.

GREEN MILLS   CORPORATE PROFILE

16

 REFERENCES
JAMES WALKER
Florida Community Loan Fund
2040 N. Dixie Highway
Fort Lauderdale, FL 33305
(954) 764-6490
jwalker@fclf.org

SEAN JONES
Raymond James Tax Credit Funds
880 Carillon Parkway
St. Petersburg, FL 33716
(727) 567-5703
Sean.Jones@RaymondJames.com

BISHOP ARTHUR FLETCHER
Pastor – Calvary Christian Center
President – Circle Inc., CDC
939 Massachusetts Avenue
Pensacola, FL 32505
(850) 501-6060
arthurfletcher1501@hotmail.com

BARRY KRINSKY
Director - Citibank Community Capital
(561) 362-4124
Barry.Krinsky@citi.com

RANDY WILKERSON
Executive Director
Neighborhood Enterprise
Inc.
3120 Barrancas Ave
Pensacola, FL 32507
850-458-0466

Foundation,

ANDREA HEUSON
Finance Professor,
Co-Director of Real Estate Program
University of Miami, MBA Program
(305) 284-1866
Aheuson@miami.edu

GREEN MILLS   CORPORATE PROFILE

MICHAEL LIU
Director – Miami-Dade Public Housing
and Community Development
(Formerly HUD Undersecretary)
701 NW 1st Court, 16th Floor
Miami, FL 33136
(786) 469-4100
mliu88@miamidade.gov
LELAND S. SALOMON
Acting Assistant Director
Internal Services Department
Miami-Dade County
st

111 NW 1 Street, Suite 2100
Miami, FL 33128
305-375-442

17

 REFERENCE LETTERS

GREEN MILLS   CORPORATE PROFILE

18

 REFERENCE LETTERS (CONT.)

GREEN MILLS   CORPORATE PROFILE

19

 EXPERIENCE CHART

GREEN MILLS   CORPORATE PROFILE

20

 GREEN MILLS   CORPORATE PROFILE

21

 GREEN MILLS   CORPORATE PROFILE

22

 CONTACT US
ADDRESS:
100 SE 3rd Ave., FL 10
Fort Lauderdale, FL 33394
www.greenmillsgroup.com

OSCAR SOL
osol@greenmillsgroup.com
T 954-507-6221
MITCHELL ROSENSTEIN
mrosenstein@greenmillsgroup.com
T 954-507-6220
DIANA MANSUR
dmansur@greenmillsgroup.com
T 954-507-6219
ANNA MCMASTER
amcmaster@greenmillsgroup.com
T 965-507-6229

GREEN MILLS   CORPORATE PROFILE

23

 4.2 ROYAL AMERICAN DEVELOPMENT RELAVENT EXPERIENCE
During the past 35 years, Royal American Development (“RAD”) has developed more than 117 residential,
rental communities. Ninety-four of these developments, which include over 8,200 residential rental units, are
located within the State of Florida and Forty-nine of these developments were developed through the
utilization of Low-Income Housing Tax Credits. Moreover, RAD has extensive experience developing
affordable housing in accordance with Federal Funding through the U.S. Department of Housing and Urban
Development (“HUD”) as detailed in the list below:
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
25.
26.
27.
28.
29.

BRIARWOOD I APARTMENTS
BRIARWOOD APARTMENTS
PHASE II CASA DEL MAR APARTMENTS
COLLEGE I APARTMENTS
COUNTRY OAKS APART-MENTS
CRYSTALWOOD APART-MENTS
DIXIE GROVE APARTMENTS
EDGEWOOD GARDEN APARTMENTS
GROVE PARK MANOR APARTMENTS
HARBOUR PLACE APARTMENTS
HILLTOP APARTMENTS
HOLLY POINT APARTMENTS
LITTLE OAKS APARTMENTS
MISSION HILLS APARTMENTS
NORTHWOOD APARTMENTS
OAK CREEK APARTMENTS
OAKDALE GARDEN APARTMENTS
PALMETTO APARTMENTS
PANA VILLA GARDEN APARTMENTS
PINE MEADOW APARTMENTS
PRAIRIE OAKS APARTMENTS
RIVERS APARTMENTS
ROYAL ARMS GARDEN APARTMENTS
SAND DUNES APARTMENTS
SPRING MANOR APARTMENTS
STANFORD GARDEN APARTMENTS
TREETOP APARTMENTS
WILD PINES APARTMENTS
WILSON WEST APARTMENTS

 4.3 ROYAL AMERICAN MANAGEMENT RELAVENT EXPERIENCE
Royal American Management, Inc. (“RAM”) will be the third-party property management agent. RAM has vast
experience in managing the day-to-day and long-term operations of affordable housing developments. Since
its inception in 1971, the firm has grown into one of the Southeast’s largest property management companies,
particularly in the affordable housing industry. The firm manages approximately 20,000 affordable
multifamily apartments in eight states and the U.S. Virgin Islands. The majority of these rent-restricted
residences – more than 15,000 units within 175 affordable housing communities – are in Florida. RAM is
affiliated with JBC of Panama City, Inc. (a member of the General Partner of the Applicant) and Royal American
Development, Inc., who is a member of the developer entity.
RAM ensures long term retention of tenants by approaching each property as its own market. RAM’s
specialized marketing department creates detailed, property specific marketing plans to attract the property’s
target market. The on-site property manager and the assigned regional manager are responsible for
implementation of and monitoring effectiveness of the plan as they work hand-in-hand with RAM’s corporate
marketing team. Approaching retention issues this way has led to most completed lease-ups exceeding initial
leasing goals with absorption rates of 30 plus units per month.
RAM embraces their properties’ neighborhoods, ensuring each property becomes an integrated and positive
component of the specific area’s improvement, in part by:
1. Maintaining superb curb appeal at all times.
2. Keeping a high-level of cleanliness, proper repair and maintenance to the interiors, common areas,
amenities, and exteriors of each community.
3. Providing community space and coordinating activities/services to be offered at no cost to qualifying
participants, which include both residents of the community and its neighbors. With thoughtful
coordination and community outreach, this can often be accomplished with a small impact on a
property’s budget by partnering with local businesses, colleges/universities and non-profit
organizations who provide donated or discounted services and supplies. Oftentimes these
organizations provide volunteers to assist with offering: meals, childcare/after-school programs,
wellness/health screening programs, health and safety awareness training, budgeting/financial
assistance programs, neighborhood watch/crime prevention programs, etc.
4. Purchasing and using the services of local vendors when possible and encouraging residents to do the
same.
Most properties managed by RAM have strict compliance requirements with a mix of income set-asides and
rent restrictions tied to various specific affordable housing finance programs. RAM maintains high occupancy
rates across their portfolio, currently averaging 97%. Moreover, RAM’s dedicated in-house compliance team
has an outstanding track record with FHFC, HUD and numerous other state agencies (and their third-party
compliance monitoring agents).
RAM’s corporate Compliance department reviews and approves all files prior to move in, conducts in-house
file reviews, and all relevant items prior to management reviews, assists with planning, scheduling and tracking
resident services. Additionally, updating utility allowances as required, income limits and rents annually when
Area Median Income Limits are released by HUD, and submit all required reports to owners, lenders, and
state agencies. This department along with the RAM’s corporate, in-house OneSite Support team also

 provides OneSite support to field staff. RAM corporate support staff allows site staff to focus on resident
needs and maintaining properties at the highest standards possible.
Within Polk County, RAM manages both Aida Palms and the Villages of Noah’s Ark, a special needs
community in Lakeland. As part of a coordinated effort for these communities, RAM management staff have
established local relationships with social service organizations, vendors and community groups. Moreover,
RAM is uniquely capable of leveraging its unrivaled experience and network in Florida. Its vast referral agency
network and full-time resident relations specialists ensure its policies and procedures are both “best in class”
and sensitive to unique requirements of elderly, low-income households.