Summit Place the Undersigned Hereby Makes an Application to Texas Department of Housing and Community Affairs

2013 HTC Full Application

Part 1 Tab 1

Application Certification

TEXAS DEPARTMENT OF HOUSING & COMMUNITY AFFAIRS --r--r ~Acllf<:Ytng Hornes. Strengtl>en/ng Gornlnun/ties.

2013 Multifamily Housing Application Certification Mailing Address: P.O. Box 13941, Austin, TX 78711-3941 Physical Address: 221 East 11th Street, Austin, TX 78701 Development Name: ------Summit Place The undersigned hereby makes an Application to Texas Department of Housing and Community Affairs. The Applicant affirms that they have read and understand the Uniform Multifamily Rules (Title 10, Texas Administrative Code, Chapter 10) and Qualified Allocation Plan (Title 10, Texas Administrative Code, Chapter 11). Specifically, the undersigned understands the requirements under 10 TAC §10.101 of the Uniform Multifamily Rules, Site and Development Requirements and Restrictions, as well as Internal Revenue Code Section 42. By signing this document, Applicant is affirming that all statements and representations made in this certification and application, including all supporting materials, are true and correct under penalty of law, including Chapter 37 of the Texas Penal Code titled Perjury and Other Falsification and subject to criminal penalties as defined by the State of Texas.

The undersigned further certifies that he/she has the authority to execute this certification.

By: ature of Authorized Representative M itchell M. Friedman Printed Name Managing M ember

r oa\e State of rexas r::: 1~->r- :JG\. Countyof li\\aro·· k.cfg

Sworn to and subscribed before me on the ...... ::c;:J:;...:.....__/ day of by Mitchell M. Friedman

(Personalized Seal) ( Notary ~ubi ignature f//avl/1~ No.tary Pub}ic, State of NOTARY PU!lLIC·STATF, OF FLORIDA 4/u>m/ ~J1 ca ~ ~··''""•·,,~ Lisa M. Gonzalvo ~~}Co~ mission # EE040668 ~.,,,,.,.•'' Exprres: NOV 08, 2014 BOND~:O THRU ATLA.\'TlC BO~lll;>;G CO., INC

D te 2013 HTC Full Application

Part 1 Tab 2

Certification of Development Owner Certification of Development Owner

yes The Certification of Development Owner is included behind this tab.

**The form should be executed, notarized, and included in the full application document.**

The form for the certification will be posted to the Department's website at http://www.tdhca.state.tx.us/multifamily/applications.htm. Development Owner Ce rtification

Development Owner Certification

All defined terms used in this certification and not specifically defined herein have the meanings ascribed to them in Chapter 2306 of the Texas Government Code, §42 of the Internal Revenue Code, and §10.3 of the Uniform Multifamily Rules.

The undersigned, in each and all of the following capacities in which it may serve or exist- Applicant, Development Owner, Developer, Guarantor of any obligation of the Applicant, and/or Principal of the Applicant and hereafter referred to as "Applicant" or "Development Owner," whether serving in one or more such capacities, is hereby submitting its Application to the Department for consideration of Department funding.

Applicant hereby represents, warrants, agrees, acknowledges and certifies to the Depa rtment and to the State of Texas that:

The Development will adhere to the Texas Property Code relating to security devices and other applicable requirements for residential tenancies, and will adhere to local building codes or, if no local building codes are in place, then to the most recent version of the International Building Cod e.

This Application and all materials submitted to the Department constitute records of the Depa rtment subject to Chapter 552, Texas Governm ent Code, and the Texas Public Information Act.

The Applicat ion is in compliance with all requirements rel ated to the eligibility of an Applicant, Application and Developmen t as furt her defined in §§10.101 and 10.202 of the Uniform Multifamily Rules. Any issues of non-compliance have bee n disclosed in the Waivers, Pre clearance, Determinations, and Di sclosure (WPDD) Packet.

All representations, undertakings and commitments made by Applicant in the Application process for a Deve lopment expressly constitute conditions to any Commitment, Det ermination Notice, Carryover Allocation, or Direct Loan Commitment for such Development which the Department may issue or award, and the violat ion of any such condition sh all be sufficient cause for the cancellation and resci ssion of such Commitment, Determination Notice, Carryover Allocation, or Direct Loan Commitment by the Department. If any such representations, undertakings and commitments concern or relate to the ongoing features or operation of the Development, they shall ea ch and all shall be enforceable even if not reflected in the Land Use Restriction Agree ment. All such representations, undertakings and commitments are also enforceable by the Department and the tenants of the Development, including enforcement by

Page 1 of 5 Development Owner Certification administrative penalties for failure to perform, in accordance with the Land Use Restriction Agreement.

The Development Owner is and will remain in compliance with state and federal laws, including but not limited to, fair housing laws, including Chapter 301, Property Code, Title VIII of the Civil Rights Act of 1968 {42 U.S.C. §§3601 et seq.), the Fair Housing Amendments Act of 1988 {42 U.S.C. §§3601 et seq.), the Civil Rights Act of 1964 {42 U.S.C. §§2000a et seq.), the Americans with Disabilities Act of 1990 {42 U.S .C. §§12101 et seq.), the Rehabilitation Act of 1973 {29 U.S.C. §§701 et seq.), Fair Housing Accessibility, and the Texas Fair Housing Act; and the Development design is consistent with the Fair Housing Act Design Manual produced by HUD, the Code Requirements for Housing Accessibility 2000 (or as amended from time to time) produced by the International Code Council and the Texas Accessibility Standards. (§2306.257; §2306.6705{7))

The Development Owner has read and understands the Department's fair housing educational materials posted on the Department's website as of the beginning of the Application Acceptance Period.

The Development shall comply with the accessibility standards that are required under §504, Rehabilitation Act of 1973 {29 U.S.C. §794), and specified under 24 C.F.R. Part 8, Subpart C.

For New Construction (excluding New Construction of non-residential buildings) Developments where some Units are two-stories or single family design and are normally exempt from Fair Housing accessibility requirements, a minimum of 20% of each Unit type (i.e., one bedroom, two bedroom, three bedroom) must provide an accessible entry level and all common-use facilities in compliance with the Fair Housing Guidelines, and include a minimum of one bedroom and one bathroom or powder room at the entry level.

The Development Owner will establish a reserve account consistent with §2306.186 of the Texas Government Code and as further described in §10.404 of the Uniform Multifamily Rules, relating to Reserve for Replacement Requirements.

The Development will operate in accordance with the requirements pertaining to rental assistance in Chapter 10, Subchapter F.

The Development Owner will contract with a Management Company throughout the Compliance Period that will perform criminal background checks on all adult tenants, head and co-head of households.

The Development Owner agrees to implement a plan to use Historically Underutilized Businesses (HUB) in the development process consistent with the Historically Underutilized

Page 2 of 5 Development Owner Certification

Business Guidelines for contracting with the State of Texas. The Development Owner will be required to submit a report of the success of the plan as part of the cost certification documentation, in order to receive IRS Forms 8609 or, if the Development does not have Housing Tax Credits, release of retainage.

The Applicant will attempt to ensure that at least 30% of the construction and management businesses with which the Applicant contracts in connection with the Development are Minority Owned Businesses as further described in §2306.6734 of the Texas Government Code.

The Development Owner will affirmatively market to veterans through direct marketing or contracts with veteran's organizations. The Development Owner will be required to identify how they will affirmatively market to veterans and report to the Department in the annual housing report on the results of the marketing efforts to veterans. Exceptions to this requirement must be approved by the Department.

The Applicant has disclosed, in the Application, any Principal or any entity or Person in the Development ownership structure who was or is involved as a Principal in any other affordable housing transaction and who has, voluntarily or involuntarily, terminated within the past 10 years or plans to or is negotiating to terminate their relationship with any other affordable housing development. The disclosure identified the person or persons and development involved, the identity of each other development and contact information for the other Principals of each such development, a narrative description of the facts and circumstances of the termination or proposed termination, and any appropriate supporting documents. The Applicant has read and understands §10.202(1)(L) of the Uniform Multifamily Rules related to such disclosure.

The Applicant certifies that, for any Development proposing New Construction or Reconstruction and located within the one-hundred (100) year floodplain as identified by the Federal Emergency Management Agency {FEMA) Flood Insurance Rate Maps, the Development Site will be developed so that all finished ground floor elevations are at least one foot above the floodplain and parking and drive areas are no lower than six inches below the floodplain, subject to more stringent local requirements. Applicant further certifies that, for any Development proposing Rehabilitation (excluding Reconstruction) that is not a HUD or TRDO USDA assisted property, the Development Site is not located in the one-hundred year floodplain unless the existing structures already meet the requirements for New Construction or Reconstruction or unless the Unit of General Local Government has undertaken and can substantiate sufficient mitigation efforts.

Page3of5 Development Owner Certification

The Development site will be located within a one mile radius (two-mile radius for Developments located in a Rural Area} of at least six (6) services as described further in §10.101(a}(2) of the Uniform Multifamily Rules.

The Development is not located in an area with undesirable site features as further described in §10.101(a)(3) of the Uniform Multifamily Rules. If such an undesirable site feature is present a waiver request was submitted to the Department pursuant to §10.207 of the Uniform Multifamily Rules.

The Development is not located in an area with undesirable area features as further described in §10.101(a)(4) of the Uniform Multifamily Rules. If such an undesirable area feature is present a request for pre-clearance was submitted to the Department pursuant to §10.207 of the Uniform Multifamily Rules.

The Development shall have all of the mandatory Development amenities required in §10.101(b)(4) of the Uniform Multifamily Rules at no charge to the tenants.

The Development will satisfy the minimum point threshold for common amenities as further described in §10.101(b)(S)(A) of the Uniform Multifamily Rules.

The Development will meet the minimum size of Units as further described §10.101(b)(6)(A) of the Uniform Multifamily Rules.

The Development (excluding competitive Housing Tax Credit Applications) will include enough amenities to meet the required minimum number of points as further described in §10.101(b)(6)(B) of the Uniform Multifamily Rules.

The Development (excluding competitive Housing Tax Credit Applications) will include enough supportive services, at no charge to the tenants, to meet the required minimum number of points as further described in §10.101(b)(7) of the Uniform Multifamily Rules.

The Development Owner will comply with any and all notices required by the Department.

None of the criteria in subparagraphs (A)- (M) of §10.202{1) of the Uniform Multifamily Rules, related to ineligible Applicants, applies to any member of the Development team.

The individual whose name is subscribed hereto, in his or her individual capacity, on behalf of Applicant, and in all other related capacities described above, as applicable, expressly represents, warrants, and certifies that all information contained in this certification and in the Application, including any and all supplement s, additions, clarifications, or other materials or information submitted to the Department in connection therewith as required or deemed necessary by the materials governing the Housing Tax Credit Program are true and correct and

Page 4 of 5 Development Owner Certification the Applicant has undergone sufficient investigation to affirm the validity of the statements made. Further, the Applicant hereby expressly represents, warrants, and certifies that the individual whose name is subscribed hereto has read and understands all the information contained in this form of the Application.

By signing this document, the undersigned, in their individual capacity, on behalf of Applicant, and in all other related capacities described above, is affirming under penalty of Chapter 37 of the Texas Penal Code titled Perjury and Other Falsification and subject to criminal penalties as defined by the State of Texas. TEX. PENAL CODE ANN. §§37.01 et seq. (Vernon 2003 & Supp. 2007) and subject to any and all other state or federal laws regarding the making of false statements to governmental bodies or the false statements or the providing of false information in connection with the procurement of allocations or awards that the Application and all materials relating thereto constitute government documents and that the Application and~ true, correct, and complete in all material respects.

By: . ~ ~esentative

Printed Name

1 le ~J~~ Date

THE STATE OF T-EXAS ~~a ~:J~ §

COUNTY OF -"'""'&...... t ..... om....., l,__· _~..;;...J.=au&;;....._,___ :

I, the undersigned, a Notary Public in and for said County and State, do hereby certify that name is signed to the foregoing statement, and who is known to be one in the same, has acknowledged before me on this date, that being informed of the contents of this statement, executed the same voluntarily on the date same foregoing statement bears.

GIVEN UNDER MY HAND AND SEAL OF OFFICE this .dl_day of h,hn.lacy . ~

(Seal)

i'iOTI\RY PUBLIC·STATE OF fl,QRIDA ...... \ Lisa M. Gonzalvo I ~ .W ~Commissi o n# EE040668 "·~···Expire s : NOV. 08, 2014 BO~DED TI!RU ATJ ..-\.\ TJC llO ~D IXG CO., ll\C page 5 Of 5 2013 HTC Full Application

Part 1 Tab 3

Certification of Principal

yes The Certification of Principal is included behind this tab.

**The form should be executed, notarized, and included in the full application document.**

The form for the certification will be posted to the Department's website at http://www.tdhca.state.tx.us/multifamily/applications.htm. Certification of Principal

Certification of Principal

The undersigned, in each and all of the following capacities in which it may serve or exist- Applicant, Development Owner, Developer, Guarantor of any obligation of the Applicant, and/or Principal of the Applicant and hereafter referred to as "Applicant," whether serving in one or more such capacities, is hereby submitting its Application to the Department for consideration of an allocation of Housing Tax Credits.

Applicant hereby represents, warrants, agrees, acknowledges and certifies to the Department and to the State of Texas that:

This Application and all materials submitted to the Department constitute records of the Department subject to Chapter 552, Texas Government Code, the Texas Public Information Act.

All representations, undertakings and commitments made by Applicant in the Application process for a Development, whether with respect to Threshold Criteria, selection criteria or otherwise, expressly constitute conditions to any Commitment, Determination Notice, Carryover Allocation, or Direct Loan Commitment for such Development which the Department may issue or award, and the violation of any such condition shall be sufficient cause for the cancellation and rescission of such Commitment, Determination Notice, Ca rryover Allocation, or Direct Loan Commitment by the Department. If any such representations, undertakings and commitments concern or relate to the ongoing features or operation of the Development, they shall each and all shall be enforceable even if not reflected in the Land Use Restriction Agreement. All such representations, undertakings and commitments are also enforceable by the Department and the tenants of the Development, including enforcement by administrative penalties for failure to perform, in accordance with the Land Use Restriction Agreement.

Applicant or any other member of the Development Team has not been or is not barred, suspended, or terminated from procurement in a state or Federal program or listed in the List of Parties Excluded from Federal Procurement or Non-Procurement Programs.

Applicant or any other member of the Development Team has not been convicted of a state or federal felony crime involving fraud, bribery, theft, misrepresentation of material fact, misappropriation of funds, or other similar criminal offenses within fifteen (15) years preceding the Application submission.

Page 1 of 5

Certification of Principal

meet contractual obligations, and said person is not on notice that such de-obligation results in ineligibility under these rules.

Applicant or any other member of the Development Team has not provided fraudulent information, knowingly falsified documentation, or other intentional or negligent material misrepresentation or omission in an Application or Commitment as part of a challenge to another application, or any other information provided to the Department for any reason. Such conduct is also a violation of these rules and will subject the Applicant to the assessment of administrative penalties under Chapter 2306 of the Texas Government Code and Chapter 10 of the Uniform Multifamily Rules.

The Applicant or any other member of the Development Team has not and will not work to create opposition to any Application, excluding any challenges filed pursuant to §11.10 of the Uniform Multifamily Rules (relating to Challenges of Competitive HTC Applications), and has not formed a Neighborhood Organization (excluding any allowable technical assistance), has not given money or a gift to cause a Neighborhood Organization to take its position as it relates to §11.9(d)(1) of the Housing Tax Credit Qualified Allocation Plan.

The Applicant will not violate §2306.1113 of the Texas Government Code relating to Ex Parte Communication and further explained in §10.202(2)(A) of the Uniform Multifamily Rules.

For any Development utilizing Housing Tax Credit or Tax-Exempt Bonds, at all times during the two-year period preceding the date the Application Round begins (or for Tax-Exempt Bond Developments any time during the two-year period preceding the date the Application is submitted to the Department), the Applicant or a Related Party is not or has not been a member of the Board or employed by the Department as the Executive Director, Chief of Staff, General Counsel, a Deputy Executive Director, the Director of Multifamily Finance, the Chief of Compliance, the Director of Real Estate Analysis, a manager over the program for which an Application has been submitted, or any person exercising such responsibilities regardless of job title; or in violation of §2306.6733 of the Texas Government Code.

For any Development utilizing Housing Tax Credits, the Applicant will not propose to replace in less than fifteen (15) years any private activity bond financing of the Development described by the Application, unless the exceptions in §2306.6703(a)(2) of the Texas Government Code are met.

All the instances in which any Principal or any entity or Person in the Development ownership structure who was or is involved as a Principal in any other affordable housing transaction has been the subject of a voluntary or involuntary termination of involvement in a rent or income restricted multifamily development by the lender, equity provider, or any other owners or investors, however designated, or any combination thereof or if any litigation to effectuate

Page 3 of 5 Certifica tion of Principal such removal is instituted in the past ten years for its failure to perform its obligations under the loan documents or limited partnership agreement have been fully disclosed pursuant to §10.202(1)(L) of the Uniform Multifamily Rules. Applicant understands that if the Department learns at a later date that removal did take place as described and was not disclosed, the Application will be terminated and any Allocation or Award made will be rescinded.

All housing developments with which Applicant, Development Owner, Developer, Guarantor and/or Principal thereof participating, are in compliance with: state and federal fair housing laws, including Chapter 301, Property Code, the Texas Fair Housing Act; Title VIII of the Civil Rights Act of 1968 (42 U.S.C. Section 3601 et seq.); and the Fair Housing Amendments Act of 1988 (42 U.S.C. Section 3601 et seq. ); the Civil Rights Act of 1964 (42 U.S. C. Section 2000a et seq.); the Americans with Disabilities Act of 1990 (42 U.S.C. Section 12101 et seq.); and the Rehabilitation Act of 1973 (29 U.S. C. Section 701 et seq.).

The making of an allocation or award by the Department does not constitute a finding or determination that the Development is deemed qualified to receive such allocation or award. Applicant agrees that the Department or any of its directors, officers, employees, and agents will not be held responsible or liable for any representations made to the undersigned or its investors relating to the Housing Tax Credit Program; therefore, Applicant assumes the risk of all damages, losses, costs, and expenses related thereto and agrees to indemnify and hold harmless the Department and any of its officers, employees, and agents against any and all claims, suits, losses, damages, costs, and expenses of any kind and of any nature that the Department may hereinafter suffer, incur, or pay arising out of its decisions and actions concerning this Application for Housing Tax Credits or the use of information concerning the Housing Tax Credit Program.

Applicant, Development Owner, Developer, Guarantor or other Related Party is not subject to any criminal proceedings and if any such proceeding or any other charges which would invalidate the certifications herein occur prior to Carryover, the Applicant will immediately notify the Department. Such notification must be presented to the Board for consideration at the next available Board meeting.

The individual whose name is subscribed hereto, in his or her individual capacity, on behalf of Applicant, and in all other related capacities described above, as applicable, expressly represents, warrants, and certifies that all information contained in this certification and in the Application, including any and all supplements, additions, clarifications, or other materials or information submitted to the Department in connection therewith as required or deemed necessary by the materials governing the Housing Tax Credit Program are true and correct and the Applicant has undergone sufficient investigation to affirm the validity of the statements made. Further, the Applicant hereby expressly represents, warrants, and certifies that the

Page 4 ofS Certification of Principal individual whose name is subscribed hereto has read and understands all the information contained in this form of the Application.

By signing this document, the undersigned, in their individual capacity, on behalf of Applicant, and in all other related capacities described above, is affirming under penalty of Chapter 37 of the Te xas Penal Code titled Perjury and Other Falsification and subject to criminal penalties as defined by the State of Texas. TEX. PENAL CODE ANN . §§37.01 et seq. (Vernon 2011} and subject to any and all other state or federal laws regarding the making of false statements to governmental bodies or the false statements or the providing of false information in connection with the procurement of allocations or awards that the Application and all materials relating thereto constitute government documents and that the Application and all materials relating

~ sign'ature of Authorized Representative

Printed Name

THESTATEOF~~ F~~J~ § § COUNTY OF Jt;iirm. -Ao,/e §

GIVEN UNDER MY HAND AND SEAL OF OFFICE this .tdi__day of fdwacH . ~ /

(Seal)

NOTARY PUBLIC-STATE OF FLO IUD;\ ••·•'""'•,,, Lisa M. Gonzalvo ~Commis sion# EE040668 f-'•,,,,,,.,,•• •• Expires: NOV. 08, 2014 UO:iOt:D THRU ATI.A.VTIC BOXDI:->G CO., 11\C

Page 5 of 5 Principal 2013 HTC Full Application

Part 1 Tab 4

HOME Development Certification

2013 HTC Full Application

Part 1 Tab 5

Applicant Information Page Applicant Information Page

Provide the contact information for the Applicant and any staff responsible for Administrative Deficiencies and/or clarifications to the Application.

1. Applicant Contact Information Name: Lisa Stephens Phone: (512) 852-4301 NA Office Extension Email: [email protected] 352-213-8700 Mobile Mailing Address: 401 Congress, Ste 1540 Street Austin TX 78701 City State Zip 2. Second Contact Name: Mitchell Friedman Phone: 512-852-4301 NA Office Extension Email: [email protected] NA Mobile 3. Consultant Contact (if applicable) Name: Alyssa Carpenter Phone: (512) 789-1295 NA Office Extension Email: [email protected] (512) 789-1295 Mobile Mailing Address: 1305 E 6th St, Ste 12 Street Austin TX 78702 City State Zip 2013 HTC Full Application

Part 1 Tab 6

Self-Score Form

Competitive Housing Tax Credit Selection Self-Score

Criteria Promoting Development of High Quality Housing Points Point Item Description QAP Reference Selected Unit Sizes §11.9(b)(1)(a) 7 Unit Features §11.9(b)(1)(b) 7 Sponsor Characteristics §11.9(b)(2) 1 High Quality Housing Total 15

Criteria to Serve and Support Texans Most In Need Points Point Item Description QAP Reference Selected Income Levels of Tenants §11.9(c)(1) 15 Rent Levels of Tenants §11.9(c)(2) 9 Tenant Services §11.9(c)(3) 8 Opportunity Index §11.9(c)(4) 7 Educational Excellence §11.9(c)(5) 3 Underserved Area §11.9(c)(6) 0 Tenant Populations with Special Needs §11.9(c)(7) 2 Serve and Support Texans Most in Need Total 44

Criteria Promoting Community Support and Engagement Points Point Item Description QAP Reference Selected Quantifiable Community Participation §11.9(d)(1) Community Input other than Quantifiable Community Participation §11.9(d)(2) Commitment of Development Funding by Unit of General Local Government §11.9(d)(3) 12 Community Support from State Representative or Senator §11.9(d)(4) Declared Disaster Area §11.9(d)(5) 8 Community Revitalization Plan §11.9(d)(6) 0 Community Support and Engagement Total 20

Criteria Promoting the Efficient Use of Limited Resources and Applicant Accountability Points Point Item Description QAP Reference Selected Financial Feasibility §11.9(e)(1) 18 Cost of Development per Square Foot §11.9(e)(2) Pre-application Participation §11.9(e)(3) 6 Leveraging of Private, State, and Federal Resources §11.9(e)(4) 3 Extended Affordability or Historic Preservation §11.9(e)(5) 2 Right of First Refusal §11.9(e)(6) 1 Development Size §11.9(e)(7) 0 Point Deductions §11.9(f) Efficient Use of Limited Resources and Applicant Accountability Total 30

Total Application Self Score 109 2013 HTC Full Application

Part 2 Tab 7

Site Information Form Part I Site Information Form Part I Self Score Total: 109 1. Development Address (All Programs) SW Corner of Merit Dr and Hwy 635 Dallas No Address City ETJ? 75251 Dallas 3 Development is: Urban In a Participating Jurisdiction? Yes Zip County Region

2. Census Tract Information (All Programs) Census Tract Number: 48113013200 QCT? No Census Tract Map Provided behind this tab? Yes Median Household Income: $ 82,288 Median Household Income Quartile: 1st Q Poverty Rate: 8.3%

3. Site Characteristics (All Programs) x Development Site is within a one mile radius (urban) or two mile radius (rural) of at least six eligible amenities and/or services. A map indicating the Development Site, a scale showing the appropriate radius, and the location of the amenities is included behind this tab. (All Multifamily Applications)

4. Undesirable Area Features (All Programs) Mark only one box below: Development received Department pre-clearance for any undesirable area features; or For HTC Applications that submitted a pre-application, the WPPD Packet at the time of pre-application, but pre-clearance is pending. For all other applications and for HTC applications where no pre-application was submitted, the WPDD Packet was submitted with this application; or

x No undesirable area features are present.

5. Resolutions (All Programs, if applicable) Mark the appropriate boxes below: Development is located in a municipality, or if located outside of a municipality, a county that has more than twice the state average of units per capita supported by Tax Credits or Private activity Bonds. If box above IS checked, Applicant has prior approval of the Development from the Governing Body of the appropriate municipality or county

Development is New Construction or Adaptive Reuse and is located one linear mile or less (measured by a straight line on a map) from another Development that serves the same type of household as the proposed Development and has received an allocation of Housing Tax Credits or private activity bonds for any New Construction at any time during the three-year period preceding the date the Application Round begins (or for Tax-Exempt Bond Developments the three-year period preceding the date the Certificate of Reservation is issued) and has not been withdrawn or terminated from the Housing Tax Credit Program If box above IS checked, the Development meets one of the exceptions identified in §11.3(c) of the QAP. Development is in a census tract that has more than 30% Housing Tax Credit Units per total households in the census tract. If box above IS checked, then choose one opton below: The Development is located in a Place with a population of less that 100,000 The Development is located in a Place with a population of 100,000 or more, and the Applicant has a resolution from appropriate Governing Body specifically allowing for construction of the Development

6. Site Location (All Programs) Development Site is appropriately zoned? Yes Zoning Designation: MU-3

Flood Zone Designation: Zone X Development is outside the 100 year floodplain? Yes

7. Educational Excellence (Competitive HTC Applications Only) Residents of the proposed development will attend: Grades X Evidence of rating is School Name Overall Rating Overall Rating through X provided Hamilton Park Pacecenter Mag Elem PK through 6 Exemplary/Recognized Yes Exemplary/Recognized through Elementary Westwood Jr High 7 through 8 Exemplary/Recognized Yes Exemplary/Recognized through Middle School Richardson High 9 through 13 Exemplary/Recognized Yes Exemplary/Recognized High School District Wide Rating (if applicable): Exemplary/Recognized

This application is seeking points for Educational Excellence. Total Points Claimed: 3 Notes: Richardson ISD. See map and ratings that follow. 8. Opportunity Index (Competitive HTC Only) One box below must be marked: x Development is located in a census tract that has a poverty rate below 15 percent for individuals. OR Development is located in either Region 11 or 13 and has a poverty rate below 35 percent for individuals. OR Development is located in a Rural Area.

Target Population: General Tract Quartile: Top Appropriate School Rating for scoring (Elementary or district): Exemplary/Recognized

Application is seeking Opportunity Index Points: Total Points Claimed: 7

If necessary, provide a brief summary of how the Development Site is justifying the points selected: Summary (lines 61-69 are hidden, and available if needed)

9. Underserved Area (Competitive HTC Only) Applications may qualify for up to two (2) points for proposed Developments located in one of the following areas: Colonia; Economically Distressed Area; A municipality, or if outside of the boundareis of any municipality, a county that has never received a competitive tax credit allocation or a 4 percent non-competitive tax credit allocation; or

For Rural Areas only, a census tract that has never received a competitive tax credit allocation or a 4 percent non-competitive tax credit allocation serving the same Target Population. Note: Developments serving the elderly are eligible for 1 point; supportive housing developments or those serving the general population are eligible for 2 points. Application is seeking Underserved Area Points: Total Points Claimed: 0

10. Community Revitalization (Competitive HTC Only) Region: 3 Urban Mark one of the five boxes below: Applicant obtained pre-clearance for a community revitalization plan, and evidence of pre-clearance is provided behind this tab.

Development is in an Urban Area. Pre-clearance for a community reitalization plan was requested prior to the submission of the pre-application and is pending. Development is in an Urban Area outside of Region 3, and supporting documentation that meets the requirements of §11.9(d)(6)(B)(ii) was provided with the pre-application. If a commitment of CDBG-DR funding was not provided at pre-application, it is attached here. Development is in a Rural Area, and supporting documentation that meets all the requirements of §11.9(d)(6)(C) is provided behind this tab. For an additional 2 points under §11.9(d)(6)(A)(ii)(III): Development is explicitly identified by the city or county as contributing most significantly to the concerted revitalization efforts of the city or county; resolution stating such is provided behind this tab Application is seeking Community Revitalization Points: Total Points Claimed: 0

11. Input other than Quanifiable Community Participation (Competitive HTC Only) x Applicant has included one or more letters of support for points.

12. Declared Disaster Area Scoring (Competitive HTC ONLY)* Development is in a "STATEWIDE" declared disaster area, and evidence is provided behind this tab. 0 x Development is in a "LOCALIZED" declared disaster area, and evidence is provided behind this tab. 8 * Applicants are encouraged to ensure declaration is not pre-emptive in nature. Total Points Claimed: 8 2013 HTC Full Application

Part 2 Tab 8

Supporting Documentation for Site Information Form Part I

Supporting Documentation for the Site Information Form

x Census Tract Map with Development Site identified x Site Characteristics Map identifying which type of service each location offers pursuant to §10.101(a)(2) Evidence of Department Pre-Clearance of Undesirable Area Feature(s) 0 Twice the State Average of Units Per Capita Resolution 0 One Mile Three Year Resolution or evidence of other exception 0 30% Housing Tax Credit Units per total household Resolution x Evidence of Zoning and/or Evidence of Re-Zoning process x Evidence of Flood Zone Designation x School Attendance Zone Map and/or school rating Evidence of Underserved area (HTC Only)

for a colonia, a map of the colonia clearly outlining its boundaries and indicating the location of the Development Site for economically distressed area, letter or correspondence from Texas Water Development Board 0 Department Pre-Clearance of Revitalization Plan 0 Letter from a governmental official with specific knowledge regarding infrastructure improvements x Letters for points under §11.9(d)(2) Community Input other than QCP 5 Number of letters submitted x Evidence of Declared Disaster Area 2013 HTC Full Application

Part 2 Tab 8

Supporting Documents: Census Tract Map

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Part 2 Tab 8

Supporting Documents: Site Characteristics Map

Summit Place Site Characteristics Map

Measure the distance between two points on the ground Map Length: 1.00 ( Mil es ; ) Ground Length: 1.00 Heading : 180.18 degrees

~ ( C l ear )

Google Earth 2013 HTC Full Application

Part 2 Tab 8

Supporting Documents: Evidence of TDHCA Preclearance

Not Applicable 2013 HTC Full Application

Part 2 Tab 8

Supporting Documents: 2x Per Capita Resolution/ 1 Mile 3 Year Resolution/ 30% HTC Resolution

Not Applicable 2013 HTC Full Application

Part 2 Tab 8

Supporting Documents: Evidence of Zoning

CITY OF DALLAS February 15, 2013

Summit Place, LLC 9400 S Dadeland Blvd . Ste 100 Miami, FL 33156

Re: Zoning Verification Letter- 7754 LBJ FWY To Whom It May Concern:

The above property is currently located in the Mixed Use 3 (MU-3) zoning district as shown on the enclosed zoning map. Enclosed are the regulations for the Mixed Use 3 (MU-3) zoning district.

This letter does not constitute a building permit or certificate of occupancy, nor does it imply that a building permit or certificate of occupancy will be approved without complying with all applicable rules and regulations. This department does not provide letters certifying that a property/development complies with all appropriate rules and regulations. For further information regarding these rules contact the Code Compliance Department at 214-670-5708. Parking requirements are based on use, not zoning, and are verifies when a certificate of occupancy is issued by Building Inspection. For information regarding current certificates of occupancy ca ll the Building Inspector's office at 214-948-4480. The City of Dallas provides police and fire protection and enforces all applicable health and public safety ordinances. City services incluqe water, sanitary, and storm sewer services. If you have further zoning questions, please contact zoning at [email protected].

Respectfully. u~ Valerie Miller Senior Plans Examiner Building Inspections Department of Sustainable Development and Construction

Enclosures

Department of Sustainable Development and Construction · 320 E. Jefferson Blvd .. Rm. 105, Dallas. TX 75203 v v v v I SUP A 1\ A ) •'·' · 67

MU-1 R-7.5(A)

LB J ACRD LB J RAMP v \ ,. v· v LBJFWY A ' ..·\ l ... /\ \( v v \l L B J HOV •'• LB JHOV LB J HOV

L BJFWY L BJ RAMP LB J ACRD LB J SERV

SITE

MU-3

PO BANNER DR 615 BANNER DR

Printed: 2/15/2013 Development Services - Zoning http://www.dallascityhall.com/zoning/html/mu-3.htm

Dallas Zoning Districts Mixed Use Districts - MU-3

The attached documents list the general guidelines to the Yard, Lot and Space Regulations. There may be exceptions to this information. See 51A-4.100 of the Dallas Development Code for specific details.

Development Services Front Yard

Current Planning Minimum front yard is: 15 feet Zoning Information Urban Form Setback Zoning Districts Zoning FAQs 20 feet - additional required for portion of a structure over 45 feet in height Zoning Use Charts Side Yard Zoning Use Regulations Amendment and Minimum side yard is: 20 feet - adjacent to or across alley from R(A),D(A), TH(A), CH, MF(A) Development Code 0 feet in all other cases Board of Adjustment Requirements Rear Yard

Minimum rear yard is: 20 feet - adjacent to or across alley from R(A),D(A), TH(A), CH, MF(A)

0 feet in all other cases

Tower Spacing

Additional side and rear yard setback of 1 foot for each 2 feet in height only for that portion of the structure over 45 feet, maximum total setback of 30 feet

Setbacks may be greater or lesser due to exceptions in the Dallas Development Code, exceptions include, but not limited to, platted building lines and more restrictive zoning district setbacks in the same block.

Height

Maximum structure height is: 270 feet

Note: Any portion of structure over 26 feet may not be located above a Residential Proximity Slope (RPS)

Dwelling Unit Density

No maximum dwelling unit density

Floor Area Ratio

Use Base MUP=2 MUP=2 MUP=3 MUP=3 (No MUP) (No Res) (With Res) (No Res) (With Res)

Lodging 3.2 3.4 3.6 3.6 3.8

Office 3.2 3.4 3.6 3.6 3.8

Residential 3.2 -- 3.8 -- 3.8 Development Services - Zoning http://www.dallascityhall.com/zoning/html/mu-3.htm

Retail and Personal 2.0 2.6 3.0 3.2 3.75 Service

Total 3.2 3.6 4.0 4.0 4.5 Development

Lot Coverage

80% maximum lot coverage

Note: 1. Aboveground parking structures are included 2. Surface parking lots and underground parking structures are not

Lot Size

No minimum lot size

Stories

20 stories when maximum structure height is 135 feet

Parking garages are exempt but must comply with height regulations

Off-Street Parking

See Use Regulations for Off-Street Parking Requirements

Off-Street Loading

See Use Regulations for Off-Street Loading Requirements

Landscape Regulations

See Article X

Additional Provisions

Development Impact Review (DIR) required if estimated trip greater than 6000 trips per day and 500 trips per acre per day

Visual Intrusion

No balcony or opening facing a R(A),D(A), TH(A), CH, MF-1(A)(SAH), MF- 2(A)(SAH) district may be above the RPS

Primary Use

High density retail, office, hotel and/or multifamily residential uses in combination on single or contiguous building sites

For additional information about the Yard, Lot and Space Regulations, please call Building Inspection, 214-948-4480 and ask for Zoning.

Dallas Zoning Districts Zoning 5 Residential Uses

Zoning Use Chart Index Zoning Help

Development Services Residential Uses MU-1 MU-1 MU-2 MU-2 (SAH) MU-3 MU-3 (SAH) (SAH) Current Planning Zoning Information Zoning Districts College dormitory, fraternity Yes Yes Yes Yes Yes Yes Zoning FAQs or sorority house Zoning Use Charts Zoning Use Regulations Duplex Yes Yes Yes Yes Yes Yes Amendment and Development Code Board of Adjustment Group residential facility ## ## no no no no Requirements

Handicapped group dwelling unit ## ## ## ## no no

Manufactured home park, no no no no no no manufactured home subdivision, or campground

Multifamily Yes Yes Yes Yes Yes Yes

Residential hotel # ## ## ## ## ##

Retirement housing Yes Yes Yes Yes Yes Yes

Single family Yes Yes no no no no

Symbol Definition:

Yes - Use permitted by right no - Use prohibited Sup - Use permitted by SUP L - Use permitted as Limited Use ## - Consult the use regulations DIR - Use permitted Require Development Impact Review RAR - Use permitted Require Residential Adjacency Review C - Use permitted as Restricted Component in the GO(A) District Auth - By special authorization of the building official

NOTE: The use chart on these pages have not been formally adopted by the city council; they are prepared by the city staff and are Intended for use as a guide only. It is necessary to see the use regulations for specific regulations. In the event of a conflict between the use charts and the text of the use regulations, the text of the use regulations controls.

For additional information about the Yard, Lot and Space Regulations, please call Building Inspection, 214-948-4480 and ask for Zoning. Development Services - Zoning http://www.dallascityhall.com/zoning/html/residential_-_multif...

Dallas Zoning Districts Multifamily

Definition

Three or more dwelling units located on a lot

Development Services Districts Permitted

Current Planning By right in CH, multifamily, central area, and mixed use districts. By right as a restricted Zoning Information component of a building in the GO(A) district Zoning Districts Off-Street Parking Zoning FAQs Zoning Use Charts Required off-street parking: One space for each 500 square feet of dwelling unit floor area within the building site, except that in central area districts, only one space for each 2,000 square feet of Zoning Use Regulations dwelling unit floor area within the building site is required Amendment and Only the floor area within a dwelling unit (excluding balconies) is included in the calculation Development Code of required off-street parking Board of Adjustment Not less than one space nor more than two and one-half spaces are required for each Requirements dwelling unit in a multifamily structure 36 feet or less in height Not less than one space nor more than two spaces are required for each dwelling unit in a multifamily structure over 36 feet in height See Accessory Community Center (Private) for parking for meeting, recreation, or social activity rooms

Handicapped Parking

Must be provided if more than ten off-street parking spaces are required for this use

Total number of required off-street Minimum number of handicapped parking spaces spaces required

1 - 50 1

51 - 100 2

101 - 300 3

301 - 500 5

over 500 1% of Total

Required Off-Street Loading

None

Additional Provisions

Uses that are customarily incidental to the multifamily use and that include an employee's washroom, a manager's office, laundry room, swimming pool, and game courts are permitted provided they are located no closer than 50 feet to an R, R(A), D, D(A), TH, or TH(A) district. The game courts, laundry room, and swimming pool must be for the exclusive use of the residents and their guests. No exterior advertising of the uses is permitted The minimum space between exterior walls of a multifamily dwelling must be 10 feet between the 2013 HTC Full Application

Part 2 Tab 8

Supporting Documents: Flood Zone Designation

Site

Proposed Summit Place Appendix $ Lyndon B. Johnson Freeway DOMINION FEMA Flood Ç and Merit Drive Dallas, Texas DUE DILIGENCE Insurance N GROUP Rate Map Community Panel #48113C-0195J dated August 23, 2001

2013 HTC Full Application

Part 2 Tab 8

Supporting Documents: School Attendance Zone Map and Rating

LOCATION SYMBOLS e Elementary Schools A Junior High Schools

• High Schools * Other Facilities ATIENDANCE BOUNDARIES -- Elementary Schools • • • Junior High Schools High Schools Thepon:•avalol&ei\OOid

jQ__ ~ ~ILE Fo• Cleoil l¢9l.ot'l, l)ieaaw cal tne schOOl &tAE19-~93-0000, COP'YRroHT 200~ bYt.WSCO,INC AU IIIGHTSft(Sfii'IEO ad!Wni&tretloo otfoct

n.-._...... 4 • ..,a...... ______,_ • HIGH SCHOOlS I S.At,..-S1SJCO SCI~IWI!IOJO""'*'t~t • *$~tt~Nth;lo•f<:IIOf\ 1f9:lt.~l"'•"f-lllol,--o_, /~I -'JiSM.I :n. ~~,.~Molotrt"'""""'-··-·----"'l-J'lel.' SO..lpo.l •••• --· Sil i~~IO*~WII u,.; illoi.G.'onr1NoO~o;a,,. _ -•• l!AlN'Pcl!l em a'vsur;n.Jm 41(""!Po'M(I!,. · l!00(0C'CI~c~t0•!1•ci10•<:1>0II 'JI'IHI..oMoooi!O C:It,Ooottooo7-)11& '':o,...... ,..-o~..,.,,,_ll'/1 '*'.t>6hiiOOfl"""'fiW,CI•.... I'lol~ )..t'0' 4 . 11~-~~. ..w..... ut--ISW..... <- · lOilW '-'o.-lllol. lk- , .. .__..,,..,_ .."11.~ ~J ....,,>(tfl-mW"Jo.- __ USolWe•llfo!""'l5~-mo\ .,.....,»W-(1-Mll) ••• - ~ (,~llro\-"(MtfMOI;ai~\O:II..m ·CNifllstn 1U:?....,,.t...,-..,.o..ol4o.I~W~SI 9f.Jil::itlhoo..,tlo.tl..t .. I»J~» ...,,., ...."""'"Ill. Uoo!W. ~~~~ ~ ... Go-~Hiloll-lop_C._t · ISU-Siuo• tlt.'-•h•lh • JUNIO~ HK;H SCI-tOOLS ill) . l:l~llldll,.._,. ---- .P HonlliU.t~~'""' ----~~)-2)0() s~ "'""'"ottl~·y .-.-- - 46 P-ctN!ti)W.W. · lf(!Ofll ("(Itolid_ $o.:Jollll,.,.. ~llotf>l$dUSO ~ ~~..... w.,.-.oo~.. ,.,u._,..., 9~~111ti.I>."!IIM1SU$·1SU l l.<..,...... ,.,,~00 M., ...... ti! .CI...... , _...,..,.. J_... c.-o-...... , ______.,....,.,_ $1. ,.._., e.-...... , ____, ______-"1111-...... "*""--·--··---··-").?- Sl.. 'f.tlo Uomotol•oy.• --··-··-···-··- -'"'~.SOO .,,..,,•• -tu....o~op-c.."''' ' ''"W~J;Mu...ll~. ,.,...,.._ '~"CIIllll>llo1. ~H(I>«~1$(lt1 ·$U• ~l e(l(_ll_,ot0J. I'I(No'*"1';MO-UI ~ I )IIIC\o•-of••kv · lloY.I\Go.o""""*"-·~"'" U!o«'M!Nm~Oilu1Sl'O mt ••sn "'-tll:•'"9•),: Qi~~ 'S1*«1•1 10 ~SO-'afcN"M·'110S~I1-j.lii(!W(Istfl 1lalit MV"o)lfil>

•1. ~.o-C:o ___.._, ______....,.\fl·MOO ,,_,__ ~i, .....,,.,., • ....,,....,__ ._._,.,._,_._..._a._,..._..,-..,.,,v..,_....,_._,l$,._ __ I ~~~~::::~::-.;;ll¥.J,.., .. __ ~H6o>l .,., 00blt l't100.wt...... - ··-·-- !4,..,lilou ..... M~&. Uo , I).... ~.UO·j- lllctlfll.o.,.oooi-llGII.,._JO IH ,,.,..___ l>ll("oll_ll<_o_'"'*oo .. -lo"-.J liiWO!.-.oikl, llroo:l.oonl"U·JeiS_ "llnbw.O...... ,...... ,tllr.l.~ ~Ju.. r-,.o...co~~ooonJI.II-lW~ ,,-...,...._.,. -.,...... , •• ,... ,.,...,(II_._,..,...,._,..,._,.a ;."-'' 101'•1MIJ\11110orloll"' 4)'k'-'tcl$0fllloto')hl~(lr-..4- ~"'::':'!!.~a:::":~~..=::.;.::-:.~~'*~:::;~.:-::::z;~,;::;:::·:~~..:.:::::~=-~~'t'"'...:- '(Mt5'o1Jd~6.0•.01li$1Sli~N" ~ :=..t.:7t~=::;.~:~:-----M ' 0lN A..... a.s..ll...... -,~loof!0"1! .. _ 1i n fOtt$111•ll-mi~Y --- •III~C~~..-.o:w.~rl(lt(IJ,_,._ IWH: f\Jt"d i>4 .~1011 "1Wa0.:UI$ »:>Nboo...... lk.._.,.,,, .$-1011 'ct JO IIi.ltdo-.ru., boll.,.~t-s~ ...... _ ~-...... ,.-...-...~ ..... -~·-...... - ...... ,...... ___ 4!10111o--·-~~d..,nW.OII_JI..,..I-M.o- -·-··-)tW100 a . Gto•-.i"•i•U...on•.,______.,....,u .. •to ...... -""''-· •s. ~lollftltl"'t~IY·· - -oo~ •""·~·-•t,t•._..._'"_ •m..,,,.,._ lll(~,.,-;~m -u_,.... _...,.....__ ,__ .,...,...., ...... _ ... ._...... , ...... ,..,"tl,.. ,, SS~1>¥tfGeo-(10r 1:!~,.,..1Wti-S;li!MlSl.,~l4J .... III$UA

Texas Education Agency | Performance Reporting

November 2011 TEXAS EDUCATION AGENCY 2011 CAMPUS ACCOUNTABILITY DATA TABLES - STANDARD PROCEDURES

DISTRICT NAME: RICHARDSON ISD CAMPUS NAME: HAMILTON PARK PACESETTER MAGNE Campus Rating: Recognized CAMPUS NUMBER: 057916105 Grade Span: PK - 06

Analysis groups used to determine ratings are highlighted in BLUE. Accountability standards are shown in parentheses. Special formats ('*', >99%, <1%) are used to protect student confidentiality. ______

TEXAS ASSESSMENT OF KNOWLEDGE AND SKILLS (TAKS) TABLE Required Status |------2011 ------||------2010 ------||----- Improvement -----||----- by Measure -----|

Number Pct Stu Number Pct Met Performance Met Number Met Grp Met Number Met Min Act Met Results Std Taking Std % Std Taking Std Size Chg RI RI? STD RI EXCP ***

Reading/ELA (70%/80%/90%) All Students 351 380 92% 100% 340 370 92% 0 EX - - EX African Amer 124 142 87% 37% 135 153 88% -1 RE - - RE Hispanic 80 87 92% 23% 66 78 85% 7 EX - - EX White * * 99% * * * > 99% * EX - - EX Econ Disadv 163 187 87% 49% 145 167 87% 0 RE - - RE

Writing (70%/80%/90%) All Students * * 98% * 86 92 93% 5 EX - - EX African Amer * * 97% * * * 97% 0 EX - - EX Hispanic * * 94% * 18 23 78% 16 - - - - White * * > 99% * * * > 99% * - - - - Econ Disadv * * 96% * 33 38 87% 9 EX - - EX

Social Studies (70%/80%/90%) All Students * * * * * * * * - - - - African Amer * * * * * * * * - - - - Hispanic * * * * * * * * - - - - White * * * * * * * * - - - - Econ Disadv * * * * * * * * - - - -

Mathematics (65%/80%/90%) All Students 352 379 93% 100% 348 370 94% -1 EX - - EX African Amer 126 142 89% 37% 139 153 91% -2 RE - - RE Hispanic 77 87 89% 23% 70 78 90% -1 RE - - RE White * * 99% * * * > 99% * EX - - EX Econ Disadv 163 187 87% 49% 150 167 90% -3 RE - - RE

Science (60%/80%/90%) All Students 92 96 96% 100% 85 91 93% 3 EX - - EX African Amer 32 35 91% 36% 32 36 89% 2 EX - - EX Hispanic * * 96% * * * 91% 5 - - - - White * * > 99% * * * > 99% * - - - - Econ Disadv 41 45 91% 47% 39 42 93% -2 EX - - EX ______

ENGLISH LANGUAGE LEARNERS (ELL) PROGRESS INDICATOR TABLE (na/60%/60%)

Reading/ELA ELL Students 52 60 87% 51 54 94% -7 EX - - EX ______

COMMENDED PERFORMANCE TABLE (na/15%/25%)

Number Pct Stu Performance at Number at Grp Results Commended Taking Commended %

Reading/ELA All Students 173 380 46% 100% EX Econ Disadv 47 187 25% 49% EX

Mathematics All Students 197 379 52% 100% EX Econ Disadv 65 187 35% 49% EX

*** Summary column: The final outcome for this measure after use of RI and exceptions (if applicable).

November 2011 TEXAS EDUCATION AGENCY 2011 CAMPUS ACCOUNTABILITY DATA TABLES - STANDARD PROCEDURES

DISTRICT NAME: RICHARDSON ISD

1 of 5 2/20/13 8:07 PM 2011 Campus Accountability Data Table http://ritter.tea.state.tx.us/cgi/sas/broker?_service=marykay&_p...

Texas Education Agency | Performance Reporting

November 2011 TEXAS EDUCATION AGENCY 2011 CAMPUS ACCOUNTABILITY DATA TABLES - STANDARD PROCEDURES

DISTRICT NAME: RICHARDSON ISD CAMPUS NAME: WESTWOOD J H Campus Rating: Recognized CAMPUS NUMBER: 057916048 Grade Span: 07 - 08

TEXAS ASSESSMENT OF KNOWLEDGE AND SKILLS (TAKS) TABLE Required Status |------2011 ------||------2010 ------||----- Improvement -----||----- by Measure -----|

Number Pct Stu Number Pct Met Performance Met Number Met Grp Met Number Met Min Act Met Results Std Taking Std % Std Taking Std Size Chg RI RI? STD RI EXCP ***

Reading/ELA (70%/80%/90%) All Students 575 603 95% 100% 575 594 97% -2 EX - - EX African Amer 148 162 91% 27% 135 141 96% -5 EX - - EX Hispanic 185 197 94% 33% 176 186 95% -1 EX - - EX White * * > 99% * * * 99% * EX - - EX Econ Disadv 313 336 93% 56% 269 284 95% -2 EX - - EX

Writing (70%/80%/90%) All Students 293 298 98% 100% 288 292 99% -1 EX - - EX African Amer * * 98% * * * 99% -1 EX - - EX Hispanic * * 99% * * * 98% 1 EX - - EX White * * 99% * * * 99% 0 EX - - EX Econ Disadv 160 163 98% 55% 143 146 98% 0 EX - - EX

Social Studies (70%/80%/90%) All Students * * 99% * 294 299 98% 1 EX - - EX African Amer * * > 99% * * * 98% * EX - - EX Hispanic * * 99% * * * > 99% * EX - - EX White * * 99% * 108 112 96% 3 EX - - EX Econ Disadv * * 99% * 134 137 98% 1 EX - - EX

Mathematics (65%/80%/90%) All Students 558 603 93% 100% 569 594 96% -3 EX - - EX African Amer 147 162 91% 27% 133 141 94% -3 EX - - EX Hispanic 176 197 89% 33% 174 186 94% -5 RE - - RE White 161 167 96% 28% 198 202 98% -2 EX - - EX Econ Disadv 301 336 90% 56% 267 284 94% -4 EX - - EX

Science (60%/80%/90%) All Students 276 298 93% 100% 266 299 89% 4 EX - - EX African Amer 68 75 91% 25% 51 64 80% 11 EX - - EX Hispanic 82 96 85% 32% 75 92 82% 3 RE - - RE White * * 99% * 108 111 97% 2 EX - - EX Econ Disadv 151 170 89% 57% 109 136 80% 9 RE - - RE ______

ENGLISH LANGUAGE LEARNERS (ELL) PROGRESS INDICATOR TABLE (na/60%/60%)

Reading/ELA ELL Students 64 67 96% 50 57 88% 8 EX - - EX ______

COMMENDED PERFORMANCE TABLE (na/15%/25%)

Number Pct Stu Performance at Number at Grp Results Commended Taking Commended %

Reading/ELA All Students 259 603 43% 100% EX Econ Disadv 89 336 26% 56% EX

Mathematics All Students 204 603 34% 100% EX Econ Disadv 69 336 21% 56% RE

*** Summary column: The final outcome for this measure after use of RI and exceptions (if applicable).

November 2011 TEXAS EDUCATION AGENCY 2011 CAMPUS ACCOUNTABILITY DATA TABLES - STANDARD PROCEDURES

DISTRICT NAME: RICHARDSON ISD

1 of 5 2/20/13 8:08 PM 2011 Campus Accountability Data Table http://ritter.tea.state.tx.us/cgi/sas/broker?_service=marykay&_p...

Texas Education Agency | Performance Reporting

November 2011 TEXAS EDUCATION AGENCY 2011 CAMPUS ACCOUNTABILITY DATA TABLES - STANDARD PROCEDURES

DISTRICT NAME: RICHARDSON ISD CAMPUS NAME: RICHARDSON H S Campus Rating: Recognized CAMPUS NUMBER: 057916003 Grade Span: 09 - 12

TEXAS ASSESSMENT OF KNOWLEDGE AND SKILLS (TAKS) TABLE Required Status |------2011 ------||------2010 ------||----- Improvement -----||----- by Measure -----

Number Pct Stu Number Pct Met Performance Met Number Met Grp Met Number Met Min Act Met Results Std Taking Std % Std Taking Std Size Chg RI RI? STD RI EXCP ***

Reading/ELA (70%/80%/90%) All Students 1,675 1,763 95% 100% 1,626 1,721 94% 1 EX - - EX African Amer 302 317 95% 18% 356 374 95% 0 EX - - EX Hispanic 616 675 91% 38% 541 600 90% 1 EX - - EX White 571 577 99% 33% 602 611 99% 0 EX - - EX Econ Disadv 796 871 91% 49% 747 817 91% 0 EX - - EX

Writing (70%/80%/90%) All Students * * * * * * * * - - - - African Amer * * * * * * * * - - - - Hispanic * * * * * * * * - - - - White * * * * * * * * - - - - Econ Disadv * * * * * * * * - - - -

Social Studies (70%/80%/90%) All Students 1,086 1,110 98% 100% 1,072 1,098 98% 0 EX - - EX African Amer 188 194 97% 17% 227 232 98% -1 EX - - EX Hispanic 408 422 97% 38% 353 369 96% 1 EX - - EX White * * > 99% * * * > 99% * EX - - EX Econ Disadv 530 549 97% 49% 480 499 96% 1 EX - - EX

Mathematics (65%/80%/90%) All Students 1,533 1,737 88% 100% 1,539 1,716 90% -2 RE - - RE African Amer 258 312 83% 18% 320 368 87% -4 RE - - RE Hispanic 545 659 83% 38% 496 595 83% 0 RE - - RE White 543 571 95% 33% 594 617 96% -1 EX - - EX Econ Disadv 698 852 82% 49% 683 812 84% -2 RE - - RE

Science (60%/80%/90%) All Students 1,031 1,107 93% 100% 1,011 1,105 91% 2 EX - - EX African Amer 173 194 89% 18% 216 236 92% -3 RE - - RE Hispanic 372 417 89% 38% 306 369 83% 6 RE - - RE White 360 365 99% 33% 404 409 99% 0 EX - - EX Econ Disadv 488 545 90% 49% 431 503 86% 4 EX - - EX ______

ENGLISH LANGUAGE LEARNERS (ELL) PROGRESS INDICATOR TABLE (na/60%/60%)

Reading/ELA ELL Students 142 178 80% 124 167 74% 6 EX - - EX ______

COMMENDED PERFORMANCE TABLE (na/15%/25%)

Number Pct Stu Performance at Number at Grp Results Commended Taking Commended %

Reading/ELA All Students 612 1,763 35% 100% EX Econ Disadv 209 871 24% 49% RE

Mathematics All Students 602 1,737 35% 100% EX Econ Disadv 202 852 24% 49% RE

*** Summary column: The final outcome for this measure after use of RI and exceptions (if applicable).

November 2011 TEXAS EDUCATION AGENCY 2011 CAMPUS ACCOUNTABILITY DATA TABLES - STANDARD PROCEDURES

1 of 5 2/20/13 8:07 PM 2013 HTC Full Application

Part 2 Tab 8

Supporting Documents: Underserved Area

Not Applicable 2013 HTC Full Application

Part 2 Tab 8

Supporting Documents: Pre-Clearance of Community Revitalization Plan for Urban Developments

Not Applicable 2013 HTC Full Application

Part 2 Tab 8

Supporting Documents: Letter Regarding Infrastructure Improvements for Rural Developments

Not Applicable 2013 HTC Full Application

Part 2 Tab 8

Supporting Documents: Community Input other than QCP

February 12.2013

TDIICA Timothy Irvine, Executive Director 221 East I I th Street Austin, TX 7870 I

RE: Summit Place, LLC.

Dear Mr. Irvine: l am writing this letter to voice my support for TDHCA Tax Credit Application# 13240 Summit Place to be located on the southwest comer of Merit Drive & Highway 635, in Dallas, TX.

TI1e Fami ly Place is a not-for-profit civic organi;;ation with 50 1( c)(3) status and has a primary purpose of the overall bcttennent, development. or improvement of the community in which Summit Place is to be located. We believe that there is a need for housing that is affordable to citizens of modest means and this development will help meet that need.

Sincerely. ' ~~L Paige Flcy. Executi ~~~i rector

/1 0 I ,, The Family Place http://www.familyplace.org/aboutus/what-we-do

Donate Now Español | ppaarrttnneerrss ccaarrdd Escape Site i | 24-hour Crisis Hotline 214-941-1991

Home Donate About Us Our Services Events Volunteer Search

AAA bbb ooo uuu t t UUU s s We’ve been a leader in the work to stop family violence since 1978. Our holistic approach provides a clear path for families to progress from fear to safety.

Get Help Now Get Involved Learn More

What We Do Leadership WW h h a a t t WW e e D D o o Our Clients OO UU R MM I S S I OO NN Financial Policy The mission of The Family Place is to eliminate family violence through intervention and proactive Privacy Policy prevention, extensive community education, advocacy and assistance for victims and their families. For Careers victims of family violence, The Family Place is the Dallas area’s leading organization delivering proven programs that address emotional and physical abuse and incest. The Family Place provides free, Contact Us comprehensive services that prevent violence and fully support women, children and men on their path Inside The Family Place from fear to safety.

In 2012, we provided services to a total of 12,398 clients in Spanish and in English. When families are in our care, we work to meet all of their needs. At our Safe Campus, we feed more than 50 kids every day, providing meals and after-school snacks—that’s 18,250 after-school snacks a year! We go through more than 3,000 tubes of toothpaste and 3,600 bottles of shampoo each year.

We couldn’t meet the great need without help from the entire community. Few things have the power to change the shape of our world more than the act of giving.

Be a part of the solution to family violence. Make a donation to The Family Place now.

Donate Now

1 of 2 2/19/13 8:25 PM The Family Place http://www.familyplace.org/aboutus/what-we-do

SS uu bb ss cc rr i i bb ee Get Help Now Get Involved Learn More ttoo bbeeccoommee aa ffrriieenndd ooff TThhee FFaammiillyy PPllaaccee!! Signs of an Abusive Relationship Donate About Us How to Help a Friend Volunteer Statistics Continue 24-hour Crisis Hotline Resale Shop Success Stories Be Project The Family Place Partners Partners Card Our Services Helping Hands for the Family Place Inside The Family Place

Search

2 of 2 2/19/13 8:25 PM The Family Place http://www.familyplace.org/ourservices/community-counseling

Donate Now Español | ppaarrttnneerrss ccaarrdd Escape Site i | 24-hour Crisis Hotline 214-941-1991

Home Donate About Us Our Services Events Volunteer Search

OOO uuu rrr SSS eee rrr vvv iii ccc eee sss We provide everything family violence victims need to be safe—a hotline, safe housing, legal help, supervised visitation, counseling for victims and abusers, and community education.

Get Help Now Get Involved Learn More

Our Services 24-hour Crisis Hotline Emergency Shelter CC oo mm mm uu nn ii tt yy -- bb aa ss ee dd CC oo uu nn ss ee ll ii nn gg Transitional Housing Child Development Center Victims who need counseling and support services without shelter receive free counseling at four offices throughout the Dallas area including: Safe Campus Center Community Counseling Central Dallas: 214-443-7701 Children’s Counseling Southern Sector Fair Park-Pleasant Grove: 214-565-0225 Be Project Oak Cliff: 214-948-5175 Incest Recovery Metrocrest (serving those who live and work in Addison, Carrollton, Coppell, Farmers Branch and Supervised Visitation Northwest Dallas): 972-243-1611

Battering Intervention The Family Place Latina Outreach Program addresses the specific needs of our Spanish-speaking clients Legal Services (214-443-7704) and received the Community Council of Greater Dallas Award for Excellence in Human Resale Shop Programming in 2008.

The Partner Advocate program (214-443-7704) provides services to victims whose partners have been referred to our Battering Intervention and Prevention Program.

1 of 2 2/19/13 8:30 PM The Family Place http://www.familyplace.org/ourservices/community-counseling

Connect: f » Search

2 of 2 2/19/13 8:30 PM The Family Place http://www.familyplace.org/aboutus/contact-us

Donate Now Español | ppaarrttnneerrss ccaarrdd Escape Site i | 24-hour Crisis Hotline 214-941-1991

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AAA bbb ooo uuu t t UUU s s We’ve been a leader in the work to stop family violence since 1978. Our holistic approach provides a clear path for families to progress from fear to safety.

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What We Do Leadership CCC ooo nnn t t aaa c c t t UUU s s Our Clients

Financial Policy Privacy Policy TThhee FFaammiillyy PPllaaccee PP..OO.. BBooxx 77999999 Careers DDaallllaass,, TTXX 7755220099 Contact Us MMaaiinn:: 221144--555599--22117700 Inside The Family Place FFaaxx:: 221144--444433--77779977 2244--hhoouurr CCrriissiiss HHoottlliinnee:: 221144--994411--11999911

Please do not submit resumes to this address. Please go to Careers for instruction on how to submit your resumes.

EExxeeccuuttiivvee DDiirreeccttoorr PPaaiiggee FFlliinnkk:: Please contact Executive Assistant Natasha Julian.

MMeeddiiaa IInnqquuiirriieess : Please call 214-559-2170.

DDeevveellooppmmeenntt aanndd FFuunnddrraaiissiinngg:: Melissa Sherrill 214-443-7710

MMaaiilliinngg LLiisstt aanndd DDaattaabbaassee MMaannaaggeemmeenntt:: Judy Hudson 214-443-7765

RReessaallee SShhoopp aanndd GGeennttllyy UUsseedd DDoonnaattiioonnss:: 214-358-0381

1 of 2 2/19/13 8:28 PM The Family Place http://www.familyplace.org/aboutus/contact-us

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2 of 2 2/19/13 8:28 PM Exemption Veriﬁcation http://aixtcp.cpa.state.tx.us/exemptorgs/address.php?tp_id=175...

February 19, 2013

THE FAMILY PLACE PO BOX 7999 DALLAS, TX 75209-0999

According to the records of the Comptroller of Public Accounts, the following exemption(s) from Texas taxes apply to the above organization(s):

Franchise tax, as of 12-28-1977 Sales and use tax, as of 05-13-1981 (provide Texas sales and use tax exemption certiﬁcate Form 01-339 (Back) to vendor) State portion of hotel occupancy tax, charitable as of 05-13-1981 (provide Texas hotel occupancy tax exemption certiﬁcate Form 12-302 to vendor)

Texas taxpayer identiﬁcation number: 17515908964

This exemption verification is not a substitute for the completed exemption certificates that are required when claiming exemption from Texas taxes. Vendors should be familiar with the requirements for accepting the certificates in good faith from their customers.

This exemption veriﬁcation does not mean that the organization holds a permit for collecting or remitting any Texas taxes.

Exempt organizations must collect tax on most sales. For more information, please see our publication Exempt Organizations. Sales and Purchases (96-122). Online registration is available.

For information concerning sales taxpayer permit status, please use the vendor search we provide online.

Corporations that are registered in Texas with the Secretary of State must maintain a current registered agent and registered office address. Information is available from Business and Nonprofit Forms page of the Secretary of State's Website. Additionally, out-of-state corporations, limited liability companies, or limited partnerships transacting business in Texas may need to file a Certificate of Authority or Registration with the Texas Secretary of State. More information is available from the Foreign or Out-of-State Entities page on the Secretary of State's Website.

Our publications and other helpful information are available on our website. If you need more information, write to us at [email protected], or call us at (800) 252-5555.

1 of 1 2/19/13 8:30 PM ... ,C .. ·,p inclusive -·-'•" -·-'•" communit ies project I I

February 26, 2013

Timothy Irvine, Executive Director Texas Department of Housing and Community Affairs 221 East 11 th Street Austin, Texas 78701

RE: Summit Place Tax Credit Application Number 13240

Dear Mr. Irvine:

I am writing to express the support of the Inclusive Communities Project (ICP) for TDHCA Tax Credit Application #13240, Summit Place, to be located on the southwest comer ofMerit Drive and Highway 635 in Dallas, Texas.

ICP is fair housing focused tax-exempt non-profit organization working for the betterment of communities in the north Texas counties of Dallas, Collin, Denton, Tarrant, Rockwall, Ellis and Kaufman by assisting those communities to become more racially and economically inclusive, and address the effects of any past discrimination in the siting of affordabl e housing. ICP assists families participating in the Dallas Housing Authority Housing Choice Voucher program to find high quality rental housing in lower poverty, higher opportunity areas ofDallas , Collin, Denton, Tarrant, Rockwall, Ellis and Kaufman counties, and supports effmts to expand affordable housing in such areas. (See enclosed ICP brochure).

ICP supports this application because the proposed development will be located in an area of"high opportunity" in Dallas, Texas. The .location proposed by this application offers the benefits of a residential environment which has a low poverty rate, above average median income, good schools, and the sorts of amenities and conditions that tend to be found in locations with those characteristics. ICP works with many Dallas residents who would like to be able to use their voucher to move to such areas ofhigh er opportunity in Dallas, and struggle to find housing in which they can use their voucher.

We realize that, as a development receiving tax credits, discrimination against voucher holders is prohibited by law. However, experience tells us that not all tax credit owners adhere to either the letter or the spirit of the affumative marketing requirements of the tax credit program. In this instance, the applicant has assured us that families with whom we work will be welcome in the proposed development, and has indicated, should the application be successful, a desire to work with ICP to insure that their affirmative marketing efforts are successful in reaching those least likely to apply, particularly DHA HCV pruticipants, thereby expanding housing choice in a way that furthers

Inclusive Communities Project 3301 Elm Street, Dallas, Texas 75226 '* office 214.939.9239 '*fax 214.939.9229 ;;; www.inclusivecommunilies. net the goals of the Fair Housing Act.

We therefore write to support the application of, pursuant to Section 11.9(d)(2)(A) of the Qualified Allocation Plan.

cc: Ann Lott Demetria McCain About ICP - Inclusive Communities Project http://www.inclusivecommunities.net/moving.php

Mobility Assistance Program

Home The Mobility Assistance Program is a housing mobility counseling program About ICP serving low income families participating in the Dallas Housing Authority's Housing Mobility Choice Voucher Program. MAP works to Assistance insure that families are made aware of and Program have access to high quality rental housing in lower poverty, higher opportunity areas Building of Dallas, Collin, Denton, Tarrant, Rockwall, Inclusive Ellis and Kaufman counties. MAP is Communities committed to providing the families with Fair whom they work a wide range of services, Housing/Your including housing search assistance and Rights counseling designed to help them access good schools, safe neighborhoods, Advocacy employment, and a healthy environment.

Volunteer Opportunities and Giving

Resources

Recent News

Contact Us

Inclusive Communities Project

1 of 1 2/26/13 10:49 AM Exemption Veriﬁcation http://aixtcp.cpa.state.tx.us/exemptorgs/address.php?tp_id=175...

February 26, 2013

INCLUSIVE COMMUNITIES PROJECT 3301 ELM ST DALLAS, TX 75226-1637

According to the records of the Comptroller of Public Accounts, the following exemption(s) from Texas taxes apply to the above organization(s):

Franchise tax, as of 11-15-1990 Sales and use tax, as of 06-04-1992 (provide Texas sales and use tax exemption certiﬁcate Form 01-339 (Back) to vendor) The entity is not exempt from hotel occupancy tax.

Texas taxpayer identiﬁcation number: 17523524621

This exemption veriﬁcation does not mean that the organization holds a permit for collecting or remitting any Texas taxes.

Exempt organizations must collect tax on most sales. For more information, please see our publication Exempt Organizations. Sales and Purchases (96-122). Online registration is available.

For information concerning sales taxpayer permit status, please use the vendor search we provide online.

Our publications and other helpful information are available on our website. If you need more information, write to us at [email protected], or call us at (800) 252-5555.

1 of 1 2/26/13 10:50 AM 22 I '~ PAGE I ..;E DALLAS TEX.A5 ...$208 ?14 9418578 \VW PROM!SEHOUSE ORG

February 2 7, 20 I 3

TDHCA Timothy Irvine, Executive Director 221 East 11th Sh·eet Austin, TX 78701

RE: Summit Place; LLC.

Dear Mr. Irvine:

I am wTiting this letter to voice my support for TDHCA Tax Credit Application # 13240 Summit Place to be located on the southwest corner of Merit Drive & Highway 635, in Dallas, TX.

Promise House embraces homeless, runaway and at-ri sk teens, gtvmg them needed support, encouragement and hope to live a better lire. Promise House embraces homeless, runaway and at-risk teens. giving them needed support, encouragement and hope to live a better life. Promise Ilouse appreciates the affordable housing offered by Smnmit P lace, LLC. Through the provision of affordable housing, Summit Place, LLC will help the homeless [amities of Promise House work toward independence and economic stability.

We believe that there is a need for housing that is affordable to citizens or modest means and this development \>\i ll help meet that need.

Sincere ;,/ ' ~ ~ I··1et ~ President

~ROMISII'~G TEENS I:;~ROMISING FUTURES Learn more about the Promise House http://www.promisehouse.org/index.php/about-us

HOME ABOUT US PROGRAMS NEWS GET INVOLVED EVENTS HISTORY CLIENT PROFILE LEADERSHIP STAFF EMPLOYMENT

ABOUT US

Promise House embraces homeless, runaway and at-risk teens, giving them needed support, encouragement and hope to live a better life. Our programs cover the vital needs of teens, including emergency shelter, transitional living, pregnant and parenting teen services, individual, group and family counseling, street outreach and educational intervention. Promise House is dedicated to providing the strength, stability and hope that teens need today to fulfill their promise for a healthy, productive and self-sufficient tomorrow. Since 1984, Promise House has had an open door 24 hours a day, 365 days a year to youth and families in crisis serving over 70,000 teens and families in North Texas. VISION

The vision of Promise House is that every teenager has a safe and nurturing place to call home.

MISSION Promise House embraces homeless, runaway and at-risk teens, giving them individualized support, skills, encouragement and hope to live a better life.

We accomplish this through:

Crisis Intervention

Emergency Shelter and Long-term Housing Case Management and Counseling Services Education Services Advocacy Outreach CORE VALUES

Exhibiting a passionate commitment to our mission, Fostering a consistent attitude of compassionate service, Courageously advocating for teens, Acting with the highest levels of personal and professional integrity, Demonstrating the highest standards of accountability, Celebrating the diverse backgrounds of our clients, employees and supporters.

1 of 2 2/27/13 5:06 PM Learn more about the Promise House http://www.promisehouse.org/index.php/about-us

Since 1984, Promise House has had an open door 24 hours a day, 365 days a year to youth and families in crisis serving over 70,000 teens and families in North Texas. Promise House is a 501(c)(3) tax-deductible charitable organization governed by a board of directors.

Promise House receives funding from: City of Dallas, Dallas County Commissioner’s Court, Dallas County Juvenile Department, Ferderal Emergency Management Agency, Texas Department of Family and Protective Services, Texas Department of Housing and Community Affairs, Texas Department of State Health Services, U.S. Department of Health and Human Services, U.S. Department of Housing and Urban Development, U.S. Department of Justice, Investment Income, Foundations, Corporations, Individual Donors, Faith-Based Groups and Special Events.

Download our Financial Audit Download our IRS 990 Form

FY2012 FY2012 FY2011 FY2011 FY2010 FY2010 FY2009 FY2009 FY2008 FY2008 FY2007 FY2007 FY2006 FY2006 FY2005 FY2005

The Promise House fiscal years begins on Sept. 1 and ends on Aug. 31.

Promise House 224 W. Page Ave. | Dallas, Texas 75208 214.941.8578 (B) | 214.941.8670 (F) Administrator Login | Site Map This site has been

2 of 2 2/27/13 5:06 PM Exemption Veriﬁcation http://aixtcp.cpa.state.tx.us/exemptorgs/address.php?tp_id=175...

February 27, 2013

PROMISE HOUSE INC 224 W PAGE AVE DALLAS, TX 75208-6631

According to the records of the Comptroller of Public Accounts, the following exemption(s) from Texas taxes apply to the above organization(s):

Franchise tax, as of 05-01-1988 Sales and use tax, as of 08-27-1987 (provide Texas sales and use tax exemption certiﬁcate Form 01-339 (Back) to vendor) State portion of hotel occupancy tax, charitable as of 08-01-1996 (provide Texas hotel occupancy tax exemption certiﬁcate Form 12-302 to vendor)

Texas taxpayer identiﬁcation number: 17521800833

This exemption veriﬁcation does not mean that the organization holds a permit for collecting or remitting any Texas taxes.

Exempt organizations must collect tax on most sales. For more information, please see our publication Exempt Organizations. Sales and Purchases (96-122). Online registration is available.

For information concerning sales taxpayer permit status, please use the vendor search we provide online.

Our publications and other helpful information are available on our website. If you need more information, write to us at [email protected], or call us at (800) 252-5555.

1 of 1 2/27/13 5:11 PM

February 26, 2013

TDHCA Timothy Irvine, Executive Director 221 East 11th Street Austin, TX 78701

RE: Summit Place, LLC.

Dear Mr. Irvine:

I am writing this letter to voice my support for TDHCA Tax Credit Application # 13240 Summit Place to be located on the southwest corner of Merit Drive & Highway 635, in Dallas, TX.

SmileQuest Foundation 501c3 public charity 501(c)3 status and is in favor of the overall betterment, development, or improvement of the community in which Summit Place is to be located. We believe that there is a need for housing that is affordable to citizens of modest means and this development will help meet that need.

Sincerely,

Jan Rainey Executive Director SmileQuest Foundation 501c3

SmileQuest Foundation, Inc. 2828 W. Parker Rd. Ste. 101 Plano, Texas 75075 Ph. 972-985-0404 www.smilequestfoundation.org F. 972-985-0400 Affordable dental care, SmileQuest Foundation Programs / Services http://smilequestfoundation.org/programsservices.html

Home About Us Education/Wellness Programs / Services Community Make a Difference Donate/Volunteer Contact Us

Changing People's Lives One Smile at a Time Ph. 972-985-0404 - [email protected]

Home About Us Education/Wellness Programs / Services Community Make a Difference Donate/Volunteer Contact Us Home About Us Education/Wellness Programs / Services Community Make a Difference Donate/Volunteer Contact Us

Home About Us Education/Wellness Programs / Services Community Make a Difference Contact Us

GET INVOLVED TODAY - Support SmileQuest Foundation

!"#$%&'%()*+,'-./0,-*12345*6'7$#4*89/:#);*/..:%((%(*<88=!!*),*>:/$*?%/$)94/:%

SmileQuest Foundation identifies low-income and underserved families through faith based organizations, community programs and non-profit affiliations to provide the adult population Access to Oral Healthcare.

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Raise Oral Health literacy through educational programs in Oral Healthcare and Nutrition tailored for all ages. Collaborates with community programs, non-profit affiliations, engaging schools, faith based organizations and other community agencies, as well as non-traditional venues to deliver health-promoting messages. Engage partnerships with dental research experts to establish measurable outcomes as we move forward towards addressing the objectives of Healthy People 2020. Increases the dental industry workforce through programs that increase access to restorative dental care for at risk populations

PLEASE SUBMIT A REQUEST TO LEARN MORE

1 of 2 2/27/13 5:30 PM Affordable dental care, SmileQuest Foundation Programs / Services http://smilequestfoundation.org/programsservices.html

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2 of 2 2/27/13 5:30 PM Exempt Organizations Select Check http://apps.irs.gov/app/eos/pub78Search.do?ein1=&names="smi...

Exempt Organizations Select Check Exempt Organizations Select Check Home

Organizations Eligible to Receive Tax-Deductible Contributions (Pub. 78 data) - Search Results

The following list includes tax-exempt organizations that are eligible to receive tax-deductible contributions. Click on the "Deductibility Status" column for an explanation of limitations on the deductibility of contributions made to different types of tax-exempt organizations.

Results are sorted by EIN. To sort results by another category, click on the icon next to the column heading for that category. Clicking on that icon a second time will reverse the sort order. Click on a column heading for an explanation of information in that column.

1-1 of 1 results Results Per Page 250 OK « Prev | 1-1 | Next » EIN Legal Name (Doing Business As) City State Country Deductibility Status 27-3856527 Smilequest Foundation Plano TX United States PC

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1 of 1 2/27/13 6:26 PM February 25, 2013

Gateway of Grace Refugee Ministries Samira Izadi, Executive Director PO Box 850174 Richardson, TX 75085-0174

RE: Summit Place, LLC.

Dear Mr. Irvine:

I am writing this letter to voice my support for TDHCA Tax Credit Application# 13240 Summit Place to be located on the southwest comer of Merit Drive & Highway 635, in Dallas, TX.

Gateway of Grace is a ministry of Anglican Frontier Missions; a not-for-profit, organization with 501 (c )3 status. Gateway of Grace has a primary purpose of the overall betterment, development, or improvement of the refugee community in which Summit Place is to be located. We believe that there is a need for housing that is affordable to citizens of modest means and this development will help meet that need.

Sincerely,

7 Samira-.tzadi /

ZofGRA6::e1f~ Samira lzadi Executive Direct or Work: 4·69 324 8825 [email protected] www.gatewayofgrace.org Viewing Story - Neighborsgo - The Dallas Morning News http://www.neighborsgo.com/blogs/11/92349

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Stories >> Park Cities-North Dallas Park Cities-North Dallas

Archives Welcome to the Park Cities - North Dallas area of neighborsgo.com!

2013 Bhutanese Refugees Find A Home In Dallas February (106) January (89) The Episcopal Diocese of Dallas will add a group of recently settled Bhutanese refugees to its family on February 17, the first 2012 Sunday in Lent. Bishop James Stanton will preside over 25 baptisms and 13 confirmations for the newly formed Mission Station, Holy Faith. The service will be held at Trinity Episcopal Church at 9:00a.m. Trinity Hillcrest is located at 12727 Hillcrest Dallas, December (76) Texas 75230. November (125)

October (161) James Diyali will serve as the Pastoral Leader of Holy Faith, and Pastor Padam Sapkota will serve alongside him as they September (116) minister to their fellow refugees. Political and cultural persecution has caused a surge in the numbers of people fleeing Bhutan August (107) to refugee camps in Nepal. Many of these refugees have resettled in Dallas, and the needs of this community are great. July (37)

June (5) The Rev. Samira Izadi met Pastor Diyali through her refugee ministry, Gateway of Grace. Gateway of Grace seeks to minister to May (1) the physical and spiritual needs of refugees with the compassion of Christ. Additional information on refugee ministry in the January (1) Diocese of Dallas can be found at www.gatewayofgrace.org. 2011 (3) The churches of the Diocese are also reaching out to the Bhutanese community by donating computers to Holy Faith as they seek to begin language and job training classes as an outreach ministry. The Rev. Canon Victoria Heard has been in talks and prayer with the community since mid-2012, and has trained Pastor Diyali in the use of the Book of Common Prayer and Anglican traditions.

The Episcopal Diocese of Dallas will continue to reach out to this community in love and service as they make a new home in Dallas.

Posted by Bret Williams on Feb 11, 2013 9:48 AM US/Central

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1 of 1 2/27/13 6:29 PM Vision and Mission | Gateway of Grace 2/27/13 6:31 PM

Gateway of Grace Refugee Ministries

Vision and Mission

Vision:

To see the practical and spiritual needs of refugees in our communities met through compassionate, meaningful, Christ-centered relationships with the local Church

Mission Statement:

To educate, equip, and mobilize the Church to bridge socio-cultural gaps between Christians and refugees so that refugees can know the hope of Christ through words and deeds of compassion

http://gatewayofgrace.org/?page_id=115 Page 1 of 1 Donate Now | Gateway of Grace http://gatewayofgrace.org/?page_id=31

Gateway of Grace Refugee Ministries

Donate Now

You can make a one time or monthly donation by clicking on the link below! Thank you in advance for supporting this ministry!

http://www.anglicanfrontiers.com/donate/

1 of 1 2/27/13 6:28 PM Exempt Organizations Select Check http://apps.irs.gov/app/eos/pub78Search.do?ein1=&names="ang...

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Organizations Eligible to Receive Tax-Deductible Contributions (Pub. 78 data) - Search Results

1-1 of 1 results Results Per Page 25 OK « Prev | 1-1 | Next » EIN Legal Name (Doing Business As) City State Country Deductibility Status 62-1491171 Anglican Frontier Missions Richmond VA United States PC

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1 of 1 2/27/13 6:25 PM 2013 HTC Full Application

Part 2 Tab 8

Supporting Documents: Declared Disaster Area

Ofﬁce of the Governor Rick Perry - [Proclamation] Gov. Perry I... http://governor.state.tx.us/news/proclamation/17127/

Press Release Speech Editorial Governor's Initiatives: DISASTER PREPAREDNESS » Gov.Noteworthy Perry Issues Disaster Declaration for Three Appointment CountiesProclamation in North Texas Executive Order LegislativeThursday, April 05, 2012 • Austin, Texas • Proclamation Multimedia Recommend 2 Tweet 1 0 Share Archive

RELATED NEWS TO ALL TO WHOM THESE PRESENTS SHALL COME: August 12, 2012 • Austin, Texas • Press Release I, RICK PERRY, Governor of Texas, do hereby certify that the severe storms Gov. Perry Activates Texas Military Forces in Palo Pinto County and tornadoes that occurred April 3, 2012, have caused a disaster in Dallas, August 10, 2012 • Austin, Texas • Proclamation Kaufman and Tarrant counties in the State ofTexas. Gov. Perry Again Renews Proclamation Extending Drought Emergency July 13, 2012 • Austin, Texas • Proclamation THEREFORE, in accordance with the authority vested in me by Section Gov. Perry Renews Proclamation Extending Drought Emergency 418.014 of the Texas Government Code, I do hereby declare a state of June 15, 2012 • Austin, Texas • Proclamation disaster in the counties listed above based on the existence of such disaster Gov. Perry Renews Proclamation Extending Drought Emergency and direct that all necessary measures, both public and private as authorized View News Archive » under Section 418.017 of the code, be implemented to meet that disaster.

As provided in Section 418.016 of the code, all rules and regulations that may inhibit or prevent prompt response to this disaster are suspended for the duration of the state of disaster.

In accordance with the statutory requirements, copies of this proclamation shall be ﬁled with the applicable authorities.

IN TESTIMONY WHEREOF, I have hereunto signed my name and have officially caused the Seal of State to be affixed at my Office in the City of Austin, Texas, this the 5th day of April, 2012.

RICK PERRY Governor of Texas

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1 of 1 8/27/12 8:05 AM 2013 HTC Full Application

Part 2 Tab 9

Site Information Form Part II

Site Information Form Part II Self Score Total: 109 1. Site Acreage Please identify site acreage as listed in each of the following exhibits/documents. Site Control: 1.4 Site Plan: 1.421 Appraisal: NA ESA: 1.421 Please provide an explanation of any discrepancies in site acreage below: Site control rounded down to 1.4 but the map in the site control shows 1.418. Title commitment says 1.418. Title commitment and contract are based on a previous recorded document that included a legal description provided by the seller, while the site plan and ESA are based on the new survey (in the engineering report and ESA). The new survey has been certified to be the same site described in the legal desc and contract.

2. Site Control The current owner of the Development Site is (If scattered site, & more than one owner, refer to Scattered Site Info. Tab.): Parmenter PC Land, LLC Andrew R. Weiss 12/22/06 Entity Name Contact Name Date of Last Sale 701 Brickell Ave, Suite 2020 Miami FL 33131 Address City State Zip Is the seller affiliated with the Applicant, Principal, sponsor, or any Development Team member? No If "Yes," please explain: NA Did the seller acquire the property through foreclosure or deed in lieu of foreclosure? No Applicant or Applicant Representative Reminder: Identify all of the sellers of the proposed Property for the 36 months prior to the first day of the Application Acceptance Period and their relationship, if any, to members of the Development Team: The owner has owned the property for the last 3 years. There is no relationship to any member of the development team.

Site Control is in the form of: x Contract for sale. Recorded Warranty Deed with corresponding executed closing/settlement statement. Contract for lease.

Expiration of Contract or Option: NA Anticipated Closing Date: 8/31/13

3. Title Commitment/Policy Pursuant to §10.204(11) of the Uniform Multifamily Rules, a Title Commitment or Policy must be provided. x A Title Commitment in the name of the Development Owner as the proposed insured and lists the seller or lessor as the current owner of the Development Site. A title policy that shows the ownership (or leasehold) of the Development Site is vested in the name of the Development Owner.

4. 30% increase in Eligible Basis "Boost" (9% and 4% HTC Only) Development qualifies for the boost for: - Qualified Census tract - Rural Development (Competitive HTC only) - Development is Supportive Housing (Competitive HTC Only) x Development meets the criteria for the Opportunity Index as identified in §11.9(c)(4) of the Qualified Allocation Plan (Competitive HTC only)

Development is non-Qualified Elderly not located in a QCT and is targeted under a Community Revitalization Plan. (Competitive HTC only) 2013 HTC Full Application

Part 2 Tab 10

Supporting Documentation for Site Information Form Part II

Support Documentation from Site Information Part II Should be Included Behind this Tab.

x Site Control Documentation x Title Commitment or Policy Each of the HOME exhibits identified below (as applicable)

Site & Neighborhood Standards (New Construction HOME only) Confirm the following supporting documents are provided behind this exhibit.

Letters on company letterhead from local utility providers confirming the site has access to the following services: water and wastewater, sewer, electricity, garbage disposal and natural gas, if applicable. Statement explaining how the Development will promote greater choice of housing opportunities and avoid undue concentration of assisted persons in areas containing a high proportion of low-income persons. Census data about the city where the proposed site will be located addressing the following: race/ethnicity of the population, poverty, basic counts/population, housing and financial characteristics. Census data can be found at www.census.gov. Documentation included the entire Census tract number for the proposed Development. A statement confirming that travel time and cost via public transportation or private automobile, from the neighborhood to places of employment providing a range of jobs for lower-income workers, is not excessive. This is not applicable for Developments proposing to serve Elderly. 2013 HTC Full Application

Part 2 Tab 10

Supporting Documents: Site Control PURCHASE AND SALE AGREEMENT

BETWEEN

PARMENTER PC LAND, LLC, a Delaware limited liability company

AND

ZENSTAR DEVELOPMENT, LLC, a Florida limited liability company

MIADOCS 7098690 3 PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (the "Agreement") is entered into as of the 8th day of January, 2013 (the "Effective Date"), between PARMENTER PC LAND, LLC, a Delaware limited liability company (the "Seller"), and ZENSTAR DEVELOPMENT, LLC, a Florida limited liability company (the "Purchaser").

I. Purchase and Sale. In consideration of their mutual covenants set f01th in this Agreement, Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, for the Purchase Price (as hereinafter defined) and on the terms ru1d conditions set forth herein, the following:

(a) All of the land (the "Real Estate") situated in the City of Dallas, Dallas County, Texas, consisting of approximately 1.4 acres located on the SW corner of Merit Drive ru1d Lyndon B. Johnson Freeway, as more particularly described on Exhibit "A". attached hereto and made a part hereof.

(b) All hereditaments, privileges, tenements and appurtenances belonging to the Real Estate, and all licenses and permits now in effect with respect to the Real Estate, which will survive the Closing to the extent assignable and transferable (collectively, the "Intangible Property").

The Real Estate and Intangible Property m·e sometimes collectively referred to herein as "Property."

2. Purchase Price. The purchase price for the Property shall be One Million Five Hundred Thousand and N0/100 DOLLARS {$1,500,000.00) (the "Purchase Price"). The Pmchase Price shall be payable as follows:

(a) Twenty Five Thousand and N0/100 DOLLARS ($25,000.00) (the ''Initial Deposit") shall be paid by Purchaser to First American Title Insurance Company, 420 South Orange Street, Suite 250, Orlando, Florida 32801, Attention Karen Baki, 407-244-0001, as escrow agent (the "Escrow Agent") within two (2) business days following the full execution and delivery of this Agreement.

(b) If Purchaser elects to proceed with the Closing of the transaction contemplated hereby, Purchaser shall pay to Escrow Agent on or before one (l) business day after the expiration of the Inspection Period, as hereinafter defined, an additional deposit in the amount of Seventy Five Thousand and N0/100 DOLLARS ($75,000.00) (the "Additional Deposit"). All sums held by Escrow Agent pursuant to this Agreement are hereinafter referred to as the "Earnest Money." The Eru·nest Money shall be deposited by Escrow Agent in an interest-bearing account after Escrow Agent has received a complete and fully executed W-9 form from the Purchaser, and all interest eamed on said account shall be deemed to be a part of and included in the Earnest Money and shall be disbursed in the same manner as the Eamest Money, in accordance with the terms hereof. Until the Escrow Agent receives a complete and fully executed W-9 form from the Purchaser, the Earnest Money shall be deposited by Escrow Agent in a noninterest-bearing account. The Escrow Agent shall hold, invest, and disburse the

MIADOCS 7098u90 3 Earnest Money as provided in this Agreement. Upon receipt of any written certification from Seller or Purchaser claiming the Earnest Money pursuant to the provisions of this Agreement, the Escrow Agent shall promptly forward a copy thereof to the other pruty hereto and, unless such party within seven (7) calendar days after delivery thereof objects, by written notice to the Escrow Agent, to such disbursement, the Escrow Agent shaH disburse the Earnest Money to the party demanding the same and shall thereupon be released and discharged from ru1y duty or obligation hereunder. The Escrow Agent is acting as a stakeholder only with respect to the Earnest Money and if there is any dispute ao; to whether the Escrow Agent is obligated to deliver the Earnest Money or as to whom the Earnest Money is to be delivered, the Escrow Agent may refuse to make delivery and may continue to hold the Earnest Money until receipt by the Escrow Agent of an authorization in writing, signed by the Seller and Purchaser, directing the disposition of the Earnest Money; in the absence of any such written authorization, the Escrow Agent may hold the Earnest Money until a final determination of the rights of the pru·ties in an appropriate proceeding or may bring an appropriate action or proceeding for leave to deposit the Earnest Money in a court of competent jurisdiction pending such determination. Seller and Purchaser recognize that the Escrow Agent's duties hereunder are only as specifically provided herein and are purely ministerial in nature; and Seller and Purchaser therefore agree that the Escrow Agent shall, so long as it acts in good faith, have no liability to either party except for its willful misconduct or gross negligence. Except for Escrow Agent's negligence and willful misconduct, Seller and Purchaser do hereby indemnify the Escrow Agent against, and agree to hold, save, and defend the Escrow Agent harmless from. any costs, liabilities, and expenses incurred by the Escrow Agent in discharging its duties hereunder. If the Escrow Agent is a law firm representing Seller or Purchaser, the parties agree that such law tirm may continue to represent Seller or Purchaser, as the case may be, in any dispute, controversy, litigation, and the like pursuant to this Agreement.

3. Closing.

(a) The consummation of the purchase and sale of the Property (the "Closing") shall occur by overnight courier service pursuant to a mutually agreeable escrow runngement, but in no event later than August 31, 2013 (the "Closing Date"), unless such date is extended by written agreement signed by both of the parties. If all Closing Conditions (as hereinafter detined) are satisfied or waived in writing by Purchaser and Purchaser agrees to close prior to August 31, 2013, Purchaser shall give Seller at least ten (10) days prior written notice of the earlier Closing Date.

(b) Subject to Purchaser's strict compliance with an the requirements of this Section 3(b) and provided Purchaser is not then in default of Purchaser's obligations under this Agreement beyond the expiration of any applicable notice and/or cure period, Purchaser may elect to extend the Closing Date for up to four (4) one (1) month periods (each one month period shall be referred to hereinafter as an "Extension Period" and collectively as the "Extension Periods"). If Purchaser elects to exercise an Extension Period, Purchaser shall deliver to Seller written notice of such election no later than ten (10) days prior to the Closing Date, and shall also deliver to the Seller with such notice an extension fee payable to Seller for such extension in the amount of FIFfEEN THOUSAND AND N0/100 U.S. DOLLARS ($15,000.00) for each such Extension Period (each such $15,000.00 fee shall be referred to as an "Extension Fee" and collectively as the "Extension Fees"). Each Extension Fee shall be non-refundable except if this

MIADOCS 71l9R690 3 -2- Agreement is terminated as a result of a default by Seller and shall be paid to Seller and retained by Seller as consideration for Seller granting such extensions. The Extension Fees for the first and second Extension Periods shall be credited to the Purchase Price at Closing. The Extension Fees for the third and fourth Extension Periods shall NOT be credited to the Purchase Price at Closing. The Extension Fees shall not constitute a deposit or part of the Earnest Money.

( c} The Purchase Price shall be paid and all documents necessary for the consummation of this transaction shall be executed and delivered on or prior to the Closing Date, and Seller shall deliver possession of the Property to Purchaser subject only to the Permitted Exceptions (as defined below}.

(d) At Closing, Seller shall deliver the following documents:

(i) A Special Warranty Deed in recordable form properly executed on behalf of Seller in the form attached hereto and made a part hereof as Exhibit "B", conveying to Purchaser the Real Estate described on Exhibit "A" in fee simple, subject only to the Permitted Exceptions.

(ii) A duly executed Affidavit of Title regarding construction liens, possession, and "gap" language, dated even with the Closing Date, in the form attached hereto and made a part hereof as Exhibit "C" (the "Affidavit of Title").

(iii) A duly executed and acknowledged Assignment and Assumption of Intangible Property assigning and conveying to Purchaser the Seller's interest in the Intangible Property and containing an assumption by Purchaser of Seller's obligations related to the Intangible Property, if applicable, from and after the Closing Date in the form attached hereto and made a part hereof as Exhibit ,,D" (the" Assignment and Assumption Agreement").

(iv) A certificate sworn by an officer of Seller to the effect that Seller is not a "foreign person" or a "disregarded entity" as defined in Section 1445 of the Internal Revenue Code of 1954, as amended, which certificate shall be in such form as may be prescribed by federal regulations.

(v) Evidence of Seller's formation, existence, and authority to sell and convey the Property (and Purchaser shall likewise deliver at Closing evidence of Purchaser's formation, existence, and authority to purchase the Property).

4. Inspection Period.

(a) In addition to all other conditions to the completion of the transaction described in this Agreement, Seller and Purchaser agree that the closing of this sale and purchase is subject to satisfaction, approval, or waiver by Purchaser of the following condition on or before 5:00 p.m. CST on March 21, 2013 (the "Inspection Period"):

Inspection and approval of the Property, including without limitation, the availability of access, utility services, zoning, physical condition, environmental risks, engineering, and soil conditions.

MIADOCS 709H690 3 -3- (b) For the purpose of conducting physical inspections, Seller agrees to provide Purchaser and its authorized agents reasonable access to the Property at all reasonable times during the Inspection Period (and thereafter so long as this Agreement remains in effect) upon at least twenty-four (24) hours prior notice to Seller (which notice may be given telephonically or via e-mail. Seller shall have the right to have a representative present during the conduct of any inspections. After completion of its inspections, Purchaser shall promptly repair any damage caused by Purchaser or its agents and shall restore the Property to its condition immediately prior to such entry, and Purchaser's agreement to repair and restore shall survive any termination of this Agreement. Purchaser hereby agrees to indemnify Seller and to hold Seller, Seller's agents and employees, and the Property harmless from and against any and all losses, costs, expenses, damages, claims, or liabilities including, but not limited to, construction liens and reasonable attorneys' fees, arising out of or in connection with Purchaser's access to or entry upon the Property under this Section 4. Purchaser's indemnity and hold harmless pursuant to this Section 4 shall survive the termination or expiration of this Agreement by Closing or otherwise. In connection with Purchaser's inspections, Seller shall provide Purchaser with access to Seller's documents (the ''Property Documents") in Seller's or Seller's agents' possession or control relating to the ownership and operations of the Property (other than internal ownership document..;; not related to the operations of the Property). Seller's documents shall either (i) be made available to Purchaser at the Property or at the offices of Seller's propetty manager for the Property ("Propetty Manager") at reasonable times tor inspection and copying by Purchaser at Purchaser's expense, or (ii) be made available for inspection by Purchaser via electronic delivery or via a website. The information supplied to or made available to Purchaser by Seller as provided in this Section 4 shall not be released or disclosed to any other parties without the prior written consent of Seller unless and until this transaction has closed; provided, however, such restriction shall not apply (i) to the extent any such release or disclosure is otherwise required by law or regulation, (ii) to information that is or becomes generally available to the public other than as a result of disclosure by Purchaser, (iii) to information which is or becomes available to Purchaser on a non-confidential basis fi·om a source other than Seller or Property Manager, (iv) information that is already in Purchaser's possession, or (v) information independently developed by Purchaser or its representatives without violation of any of the provisions of this Section 4. However, as may be necessary to consummate this transaction, Purchaser may disclose such information to Purchaser's attorneys, accountants, and other professionals, retained by Purchaser, and to Pm·chaser's lender and prospective investors, provided that Purchaser notifies in writing its attorneys, accountants, other professionals, lenders, and prospective investors that any and all such information is the confidential property of Seller and shall remain as such. If this transaction is not closed for any reason, then Purchaser shall refrain, and shall cause its agents, representatives, and accountants to refrain, from disclosing all such information to any other party. Purchaser shall defend, indemnify, and hold harmless Seller (which indemnification shall survive the closing of this transaction or the termination or expiration of this Agreement, whichever shall occur) from and against all loss, damage, claim, expense or liability sustained or incurred by Seller by reason of any unauthorized disclosure of such information.

(c) Before entering the Propetty, Purchaser shall obtain and maintain in effect until Closing a commercial general liability insurance policy, issued by an insurer with a Best's "A-" rating, which provides coverage of not less than $1,000,000.00 per occunence, combined single-limit bodily injury and property damage. Such insurance policy shall insure Purchaser

MIA DOCS 709Kb'J() 3 -4- against any and all demands, claims, suits, causes of action, whether at law or in equity, and/or liability to anyone for any injuries to their person and/or propetty arising out of, resulting from, or incident to the negligent acts or omissions of Purchaser. The insurance policy shall provide coverage for, without limitation, personal injury, contractual liability, products and completed operations liability, propetty damage, and automobile liability. Seller and its property manager and their successors and assigns shall be named as additional insured parties under Purchaser's insurance policy. The insurance policy shall provide for not less than thirty (30) calendar days' advance written notice to Seller of a cancellation or termination of the policy, of a reduction of policy limits, or of any other material change in the policy. Before entering the Property, Purchaser shall deliver to Seller a certificate of insurance confirming the existence or issuance of Purchaser's insurance policy.

(d) If the conditions set forth in this Section 4 are not satisfied or waived by Purchaser, in Purchaser's sole and absolute discretion, within the Inspection Period, Purchaser shall notify Seller and the Escrow Agent in writing of the termination of this Agreement ("Purchaser's Termination Notice") prior to the end of the final day of the Inspection Period, and upon such notification, this Agreement shall terminate and Purchaser shall be entitled to return of the Earnest Money. Upon receipt of Purchaser's Termination Notice, the Earnest Money (less $100 which shall be paid to Seller (the "Independent Consideration"), which amount the patties bargained for and agreed to as independent consideration for Seller's grant to Purchaser of Purchaser's exclusive right to purchase the Property) shall be refunded to Purchaser by the Escrow Agent, both Seller and Purchaser shall be released and discharged from all further obligations under this Agreement, and neither Seller nor Purchaser shall be subject to any claim by the other for damages of any kind except for the indemnity and hold harmless agreements as provided in this Section 4 and in other indemnity provisions of this Agreement, if any. If Purchaser so terminates this Agreement, then, within five (5) business days after the date of Purchaser's Termination Notice, Purchaser shall deliver to Seller copies of (i) any due diligence materials provided to Purchaser by Seller in connection with this transaction, and (ii) any other due diligence materials prepat·ed by third patties (tests, inspections, survey, title commitment, etc.) obtained by Purchaser in connection with this transaction. If no Purchaser's Termination Notice has been delivered to Seller and Escrow Agent prior to the expiration of the Inspection Period, all conditions shall be deemed to have been satisfied or waived, Escrow Agent shall pay to Seller the Initial Deposit which shall be retained by Seller and be hard and non-refundable to Purchaser except in the event of a default by Seller under this Agreement.

5. Evidence ofTit1e and Survey.

(a) Title Commitment. Within twenty (20) business days after the Effective Date, Purchaser at its expense, shall obtain a title commitment for the issuance of an ALTA Form B owner's policy of title insurance from a title agent selected by Purchaser in the amount of the Purchase Price (the "Commitment"), issued by First American Title Insurance Company or another nationally recognized title insurance company selected by Purchaser and reasonably satisfactory to Seller (the ''Title Company"). Purchaser, within thirty (30) calendar days prior to the expiration of the Inspection Period (the "Title Review Period"), shall deliver to Seller written notice of Purchaser's objections if any, to the Commitment (the "Title Objections"). If Purchaser fails to deliver such written notice or objection to Seller within the Title Review Period, Purchaser shall be deemed to have waived its right to object to the Commitment, and all

MIA DOCS 709~(,90 3 -5- exceptions therein shall thereafter be deemed "Permitted Exceptions." If Purchaser shall deliver such Title Objections, Seller may notify Purchaser within five (5) business days following the date of Purchaser's notice of such Title Objections that either (i) the Title Objections have been, or will be at or prior to Closing, cured and removed from the Commitment, and the policy to be issued pursuant thereto or (ii) Seller refuses to arrange to have the Title Objections cured and removed. If within five (5) business days following the date of Seller's receipt of Purchaser's notice of such Title Objections (the "Seller Title Response Date") Seller either does not respond to Purchaser or Seller does not notify Purchaser that it has arranged to have the Title Objections cured and removed, Purchaser shall, within no later than five (5) business days following the Seller Title Response Date (the "Purchaser Title Election Date"), as Purchaser's sole and exclusive remedy, notify Seller in writing that Purchaser elects to either (A) terminate this Agreement, in which event the Earnest Money shall be returned to Purchaser as Purchaser's sole remedy hereunder; or (B) waive such title matters and take title as it then is, without reduction or abatement of the Purchase Price and without claims against Seller.

If Purchaser does not elect to so terminate this Agreement on or before the Purchaser Title Election Date, then: (1) Purchaser shall be deemed to have agreed to waive such title matters and take title as it then is without any reduction in or abatement of the Purchase Price and without claims against Seller; (2) all Title Objections not removed from the Commitment or which Seller did not agree in writing to cure will thenceforth be deemed Permitted Exceptions; and (3) this Agreement shall remain in full force and effect.

Anything to the contrary in this Agreement notwithstanding, Seller shall have no affirmative obligation under this Agreement to cure, satisfy or to expend any funds or incur any liabilities in order to cause any title exceptions to be removed from the Commitment or .insured over except that Seller shall pay or discharge the following, none of which shall constitute or be deemed to be Permitted Exceptions: (i) any mortgages or deeds of trust, judgment liens, construction liens and other monetary liens (other than the lien of real estate taxes and assessments not yet due and payable concerning the Property) created or caused by Seller's actions after the Effective Date, except for those related to the Governmental Approvals (as hereinafter defined) which shall remain the obligation of the Purchaser, and (ii) any Title Objection which Seller has agreed in writing to cure. On the Closing Date, the Title Company, at Purchaser's expense, shall issue an owner's title insurance policy insuring fee simple title in Purchaser to the Real Estate as of the Closing Date, in accordance with the Commitment, subject only to the Permitted Exceptions.

Within two (2) business days after the Effective Date, Seller shall provide Purchaser with a copy of the Seller's Owner's Policy of Title Insurance No. 27-34-93-54933 issued by Fidelity National Title Insurance Company, including all endorsements thereto ("Seller's Title Evidence"). The parties acknowledge and agree that, notwithstanding anything contained herein to the contrary, any matters shown in the Seller's Title Evidence other than mortgages or deeds of trust are deemed to be Pennitted Exceptions, and Purchaser shall have the right to make Title Objections solely in connection with matters shown in Purchaser's Commitment and not shown in Seller's Title Evidence.

(b) Survey. Within two (2) business days after the execution of this Agreement, Seller shall provide Purchaser with a copy of Seller's existing ALTA/ACSM survey ofthe Real Estate ("Seller's Existing Survey"). Purchaser may, at its expense, obtain an as-built survey of

MIADOCS 7098690 3 -6- the Real Estate (either a new survey or an update to Seller's Existing Survey), made and certified to Purchaser, Seller, and Title Company (the "Survey"). If the Survey shows any encroachments over a building, set-back or property line, a prohibited encroachment over any easement, or any other matter which does or could in the future materially interfere with the use, operation, or financing of the Real Estate or which render title thereto unmarketable and which are not Permitted Exceptions (collectively, "Survey Defects"), Purchaser, prior to the expiration of the Title Review Period, may deliver to Seller written notice of those Survey Defects to which it objects, or Purchaser will be deemed to have waived any right to such objection. Survey Defects shalt be treated in the same manner as Title Objections as described above.

The parties acknowledge and agree that, notwithstanding anything contained herein to the contrary, any matters shown in Seller's Existing Survey are deemed to be Permitted Exceptions, and Purchaser shall have the right to make Title Objections solely in connection with matters shown in Purchaser's Survey and not shown in Seller's Existing Survey.

If, after the expiration of the Inspection Period, the Title Company adds any exception to the Commitment to reflect any matter recorded against the Property after the original effective date of the Commitment, the Title Company will notify Purchaser and Seller immediately. Within three (3) business days after notice from the Title Company together with a copy of such intervening matter, but no later than the Closing (the "New Title Matter Notice Date"), Purchaser shall notify Seller in writing of any objections thereto, and Purchaser's rights hereunder to object and terminate shall be as set forth above in this Section 5, except that the right to terminate shall be exercised, if at all, no later than the earlier of three (3) business days after receipt of written notice from Seller that it refuses to satisfy any title objection or one business day before the Closing Date. If Purchaser fails to notify Seller of such objection on or before the New Title Matter Notice Date, Purchaser shall be deemed to have waived any objection and accepted all such exceptions. Any and all exceptions that Purchaser does not timely object to in writing, or subsequently waives objection to, or that are created by Purchaser or Purchaser's contractors, members, oft1cers, managers, agents or other representatives shall deemed to have been accepted and waived by Purchaser and shall be included as "Permitted Exceptions." 6. Representations and Warranties. Seller represents and warrants that the Seller's representations and warranties set forth in this Section 6 are true and correct in all material respects as of the Effective Date and as of the Closing Date except as modified in accordance with this Section. If Seller learns that any of the following representations and warranties ceases to be true in any material respect, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document in Seller's possession, if any, upon which Seller's notice is based). If Seller shall give such a notice, Purchaser shall have five (5) business days after receipt of such notice to (i) terminate this Agreement, whereupon Escrow Agent shall return the Earnest Money to Purchaser and the parties shall be relieved from all further obligations hereunder, except as specifically set forth herein or (ii) waive such matter and proceed to Closing without any abatement or reduction in the Purchase Price on account thereof. If Purchaser does not timely give such notice, Purchaser shall be deemed to have elected to waive such matter. If Purchaser shall waive or be deemed to have waived such matter, then the affected representation or walTanty shall be deemed modified to reflect such matter. To the extent Purchaser has knowledge or is deemed to know prior to the date hereof that any of these representations and warranties are inaccurate, untrue or incorrect in any way, such

MJADOCS 709l\690 3 -7- representations and warranties shall be deemed modified to reflect Purchaser's knowledge or deemed knowledge. Purchaser shall be deemed to know a representation or warranty is untrue, inaccurate or incorrect if this Agreement or any files, documents, materials, analyses, studies, tests or reports provided, disclosed or made available to Purchaser prior to the date hereof contains information which is inconsistent with such representation or warranty. If Purchaser acquires actual knowledge of any inaccuracy, untruth or incorrectness of any representation or warranty contained in this Agreement ptior to Closing and elects to proceed to Closing notwithstanding such inaccuracy, untruth or incorrectness of any of Seller's representations or warranties, Seller's representations shall be deemed modified to reflect such matters and Purchaser shall be prohibited from bringing any claim after Closing based upon such inaccuracy, untruth or incorrect representation or warranty of SeHer.

As used in this Agreement, the phrase "to the actual knowledge of Seller" (or similar words) shall mean the actual knowledge of Josh A. Hedderich. There shall be no duty imposed or implied to investigate, inspect or audit any such matters, and there shall be no personal liability on the part of such individuals. In addition, no member, officer, shareholder, or agent of Seller, nor any asset manager, advisor, representative, affiliate, employee, director, partner, beneficiary, investor, trustee or other person or entity acting on Seller's behalf or otherwise related to or affiliated with Seller, including, without limitation, Josh A. Hedderich (collectively, "Seller Related Parties"), shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and Purchaser and its successors and assigns and, without limitation, all other persons and entities, shall look solely to Seller's assets for the payment of any claim or for any performance, and Purchaser, on behalf of itself and its successors and assigns, hereby waives any and all such personal liability. The provisions of this Section shall survive the Closing or a termination of this Agreement.

Subject as aforesaid, Seller represents and warrants to Purchaser that:

(a) Except for the Permitted Exceptions, there are no leases or other agreements for occupancy in effect with respect to the Propetty.

(b) Seller has received no written notices from governmental authorities of legal violations which have not previously been corrected.

(c) To Seller's knowledge, there is no pending or threatened, litigation or proceeding betore any governmental agency against Seller or the Propetty. Seller has not received written notice of any pending condemnation or similar proceeding affecting the Property, nor, to Seller's knowledge, is there any such proceeding contemplated by any governmental authodty.

(d) Seller is a limited liability company, organized under the laws of the State of Delaware. The execution, delivery, and performance of this Agreement by Seller have been duly authorized and no consent of any other person, court, or other entity to such execution, delivery, and performance is required to render this Agreement a valid and binding instrument enforceable against Seller in accordance with its terms, except for any consents which have been obtained by Seller prior to its execution hereof. Neither the execution of this Agreement nor the

Ml ADOCS 71l9 ~6'!0 :1 -8- consummation of the transactions contemplated hereby will: (i) result in a breach of, or cause a default or acceleration under, any agreement or deed of trust to which Seller is a party (unless such agreement or deed of trust is being terminated or satisfied at Closing) or by which Seller or the Property is bound, or (ii) violate any orders or restrictions to which Seller or the Property is subject.

(e) No bankruptcy, insolvency, reorganization, liquidation, arrangement, or moratorium proceeding or allegation of fraudulent conveyance is now pending or, to Seller's knowledge, threatened against Seller.

(f) Neither Seller, nor to Sellers' actual knowledge without inquiry, any of its respective partners, members, shareholders, owners, employees, officers, directors, representatives or agents is, nor will they become, a person or entity with whom U.S. persons or entities are restricted fi·om doing business under regulations of the Office of Foreign Asset Control ("OFAC") of the Department of the Treasury (including those named on the OFAC's Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or SuppOtt Terrorism), or other governmental action.

(g) Seller has not (i) entered into any other contracts for the sale of all or any portion of the Property that have not been terminated, (ii) granted any options to purchase all or any pmtion of the Prope1ty, or (iii) granted any rights offirst refusal with respect to all or any portion of the Property other than this Agreement.

Purchaser represents and warrants to Seller that as of the date hereof and as of the Closing Date:

(a) Purchaser is a limited liability company, organized under the laws of the State of Florida. The execution, delivery, and performance of this Agreement by Purchaser have been duly authorized and no consent of any other person, court, or other entity to such execution, delivery, and performance is required to render this Agreement a valid and binding instrument enforceable against Purchaser in accordance with its terms, except for any consents which have been obtained by Purchaser prior to its execution hereof. Neither the execution of this Agreement or the consummation of the transactions contemplated hereby will result in a breach of, or cause a default or acceleration under, any agreement or mortgage to which Purchaser is a party (unless such agreement or mo1tgage is being terminated or satisfied at Closing) or by which Purchaser is bound.

(b) Neither Purchaser, nor to the undersigned's actual knowledge without inquiry, any of Purchaser's respective partners, members, shareholders, owners, employees, officers, directors, representatives or agents is, nor will they become, a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control of the Department of the Treasury (including those named on the OFAC's Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with

MIADOCS 709X6Y03 -9- Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action.

The representations and warranties contained in this Section 6 shall survive the Closing for a period of six (6) months.

7. As Is. PURCHASER REPRESENTS AND WARRANTS TO SELLER THAT PURCHASER SHALL HAVE EXAMINED AND INVESTIGATED TO PURCHASER'S FULL SATISFACTION THE PROPERTY PRIOR TO THE EXPIRATION OF THE INSPECTION PERIOD, AND THAT EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER HAS NOT MADE ANY WARRANTIES OR REPRESENTATIONS CONCERNING THE PROPERTY OR ANY PORTION THEREOF. PURCHASER ACKNOWLEDGES AND AGREES THAT EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT THE PROPERTY IS BEING TRANSFERRED "AS IS" AND "WHERE IS" AND SELLER HAS NOT MADE, DOES NOT MAKE, AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS, OR GUARANTIES OF ANY KJND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT, OR FUTURE, OF, AS TO, CONCERNING, OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY, OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES, OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, INCLUDING, BUT NOT LIMITED TO, COMPLIANCE WITH ANY SPECIAL USE PERMITS OR DEVELOPMENTS OF REGIONAL IMPACT, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS INCORPORATED INTO THE PROPERTY, (G)THE MANNER, QUALITY, STATE OF REPAIR, OR LACK OF REPAIR OF THE PROPERTY, (H) THE EXISTENCE OF HAZARDOUS MATERIALS OR GOVERNMENTAL REQUIREMENTS AT THE PROPERTY, (I) THE EXISTENCE, QUALITY, NATURE, ADEQUACY, OR PHYSICAL CONDITION OF ANY UTILITIES SERVING THE PROPERTY, {1) THE DEVELOPMENT POTENTIAL OF ALL OR ANY PART OF THE PROPERTY, OR (K) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY, AND SPECIFICALLY, THAT SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS REGARDING CONCURRENCY, OR COMPLIANCE WITH ANY SPECIAL USE PERMITS, DEVELOPMENTS OF REGIONAL IMPACT, ENVIRONMENTAL PROTECTION, POLLUTION, OR LAND USE LAWS, RULES, REGULATIONS, ORDERS, OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS.

EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY, PURCHASER IS RELYING

MIA DOCS 70'l~6'10 3 -10- SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER AND AT THE CLOSING PURCHASER SHALL ACCEPT THE PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER OR SELLER'S MEMBERS, MANAGERS, PARTNERS, SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE PROPERTY AND ANY CLAIM IT HAS, MIGHT HA VB HAD, OR MAY HAVE AGAINST SELLER WITH RESPECT TO THE CONDITION OF THE PROPERTY, EITHER PATENT OR LATENT. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN "AS IS" "WHERE IS" CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING.

8. Seller's Covenants. Between the date of the execution of this Agreement and the Closing, Seller shall: (a) maintain the Property in its present condition, ordinary wear and tear excepted; (b) maintain all propetty, liability, and hazard insurance currently in force with respect to the Property; (c) not enter into any service contract that cannot be terminated within thirty (30) calendar days, and any fees associated with any such termination shall be the sole responsibility of the Seller, (d) not enter into any lease for all or any pmtion of the Property, and (e) not intentionally grant or otherwise create (by act or omission of Seller) or consent to the creation of any easement, restriction, lien, assessment or encumbrance affecting the Property.

9. Prorations. The following adjustments to the Purchase Price paid hereunder shall be made between Seller and Purchaser and shall be prorated (as applicable) on a per diem basis up to 11:59 p.m. on the day immediately before the Closing Date:

(a) Accrued general real estate taxes for the year of Closing not yet due and payable shall be prorated as of the Closing Date on the basis of the actual taxes for the year, if known, or if unknown, on the basis of the most recent ascertainable taxes, but in either case based on the maximum allowable discount for early payment. Purchaser shall pay all such taxes when they

MIADOCS 709Joifll)03 - J 1- become due and payable and, promptly after actual taxes are known (or any tax refunds are received), the parties shall re-prorate taxes and if any amount is due an appropriate payment from one party to the other on the basis of the amount of taxes that were due and payable shall be made no later than ten calendar days after demand for such payment by the party entitled to such amount. Prior to or at Closing, Seller shall pay or have paid all real estate tax bills which are due and payable prior to or on the Closing Date and shall furnish evidence of such payment to Purchaser. Special assessments which are confirmed or become a lien prior to Closing and pending assessments for work substantially completed as of Closing shall be credited to Purchaser at Closing. Purchaser shall receive no credit for other pending special assessments. In no event shall a party be permitted to request apportionment or reapportionment of any such taxes or assessments at any time following the one hundred twentieth (120th) day after the date that all of the following have occurred: (i) the new taxes assessed for the year of Closing are fixed, (ii) all pending tax contests, litigation and appeals related to taxes for the year of Closing have been dismissed, expired, or resolved, and (iii) any reimbursements or other disbursements to be received from the applicable tax collector regarding such taxes have been received by either Purchaser or Seller.

(b) Utility charges and deposits made by Seller with respect to utilities.

Except as otherwise expressly provided in this Agreement, all prorations provided tor herein shaH be final. The provisions of this Section 9 shall survive Closing.

10. Transfer Taxes; Title Charges. Seller and Purchaser agree to execute any real estate transfer declarations required by the state, county, or municipa1ity in which the Real Estate is located. Seller shall pay the cost of any state or county deed or transfer tax, including documentary stamp tax (and surtax, if any), and Purchaser shall pay the cost of recording the instruments of conveyance, a11 mortgage recording, registration and other taxes, if any (notwithstanding the reference to mortgage costs, this transaction and Purchaser's obligations to close on the Prope1ty are not subject to or contingent upon Purchaser's receipt of financing).

Each party shall pay its own attorneys' fees except as otherwise provided in this Agreement.

ll. Risk of Loss. Except as provided in any indemnity provisions of this Agreement, Seller shall bear all risk of loss with respect to the Property up to the earlier of the dates upon which either possession or title is transferred to Purchaser in accordance with this Agreement. Notwithstanding the foregoing, in the event of damage to the Property by fire or other casualty prior to the Closing Date, repair of which would cost less than the Earnest Money (as determined by SeHer in good taith) Purchaser shall not have the right to terminate its obligations under this Agreement by reason thereof, but Seller shall have the right to elect to either repair and restore the Property before Closing or to assign and transfer to Purchaser on the Closing Date all of Seller's right, title, and interest in and to all insurance proceeds paid or payable to Seller on account of such fire or casualty and credit the Purchase Price for the amount of all applicable deductibles. Seller shall promptly notify Purchaser in writing of any such fire or other casualty and Seller's determination of the cost to repair the damage caused thereby. In the event of damage to the Propetty by fire or other casualty prior to the Closing Date, repair of which would cost in excess of the Earnest Money (as determined by Seller in good faith), then this Agreement

MIADOCS 71JlJX6lJO J -12- may be te1minated at the option of Purchaser, which option shall be exercised, if at all, by Purchaser's written notice thereof to Seller within five (5) business days after Purchaser receives written notice of such fire or other casualty and Seller's determination of the amount of such damages, and upon the exercise of such option by Purchaser this Agreement shall become null and void, neither party shall have any further liability or obligations hereunder, except as otherwise expressly set forth herein. If Purchaser does not so elect to terminate, then Purchaser shaH not have the right to terminate this Agreement and Seller shall assign and transfer to Purchaser on the Closing Date all of Seller's right, title, and interest in and to aU insurance proceeds paid or payable to Seller on account of such fire or casualty and credit the Purchase Price for the amount of all applicable deductibles, and Seller shall have no obligation to repair or restore the Property.

12. Condemnation. If between the Effective Date of this Agreement and the Closing Date, any condemnation or eminent domain proceedings are initiated which might result in the taking of any part of the Real Estate or the taking or closing of any right of access to the Real Estate, Purcha<>er may: (a) terminate this Agreement by written notice to Seller; or (b) proceed with the Closing, in which event Seller shall assign to Purchaser all of Seller's right, title, and interest in and to any award made in connection with such condemnation or eminent domain proceedings. Seller shall promptly notify Purchaser in writing after Seller receives written notice of the commencement or occurrence of any condemnation or eminent domain proceedings. If such proceedings would result in the taking of any of the Real Estate or the taking or closing of any right of access to the Real Estate, Purchaser shall then notify Seller, within ten (10) calendar days of Purchaser's receipt of Seller's notice, whether Purchaser elects to exercise its rights under subparagraph (a) or subparagraph (b) of this Section. Closing shall be delayed. if necessary, until Purchaser makes such election. If Purchaser fails to make an election within such ten (10) day period, Purchaser shall be deemed to have elected to exercise its rights under subparagraph (b) and Closing shall be delayed, if necessary, until the later to occur of (i) the Closing Date or (ii) five (5) calendar days after the expiration of the ten (1 0) day period.

13. Default.

(a) If the transaction contemplated herein is not consummated because of a default of Purchaser under the terms of this Agreement, as Seller's only available remedy, Escrow Agent shall promptly pay the Earnest Money, plus interest earned thereon, to Seller and Seller shall be entitled to retain the Earnest Money as liquidated damages and in full settlement of any claims or damages, whereupon this Agreement shall become null and void and of no further force or effect, except with respect to those indemnities and obligations of Purchaser set forth in this Agreement which survive termination. lt is hereby agreed that Seller's damages may be difficult to ascertain and that the Earnest Money constitutes reasonable liquidation thereof and is intended not as a penalty, but as liquidated damages. Seller shall have no right to seek specific performance of this Agreement or to seek damages from Purchaser (other than the liquidated damages referred to above) as a result of any default by Purchaser under this Agreement. Except for Purchaser's obligation to timely close on the purchase of the Property (as to which there shall be no grace period or oppmtunity to cure) Purchaser shall not be in breach or default hereunder unless Seller is not in default hereunder and Purchaser fails to cure its breach of any representation, warranty, covenant or obligation made or undertaken by Purchaser hereunder within five (5) business days of Purchaser's receipt of a notice specifying such breach.

MIADOCS 7098fi'IO 3 -13- (b) In the event of a default by Seller under this Agreement, without any prior uncured default of Purchaser, Purchaser's sole remedies shall be to either: (i) terminate this Agreement and receive the return of the Earnest Money (including any portion previously released to Seller) and any Extension Fees previously paid to Seller, whereupon the parties shall be released from all further obligations hereunder, except for Purchaser's obligations under this Agreement which shall expressly survive the termination of this Agreement, or, alternatively, (ii) seek specific performance of Seller's obligations hereunder. In no event shall Seller be liable for any damages (actual, special, exemplary, consequential, punitive or otherwise) for any default under this Agreement. Notwithstanding anything contained herein to the contrary, if Seller's default consists of a sale of the Property or any portion thereof in violation of Purchaser's rights under this Agreement, Purchase shaH have the right to pursue any legal remedy available at low or in equity. Except for Seller's obligation to timely close on the sale of the Propetty (as to which there shall be no grace period or opp01tunity to cure) Seller shall not be in breach or default hereunder unless Purchaser is not in default hereunder and Seller fails to cure its material breach of any representation, warranty, covenant or obligation made or undertaken by Seller hereunder within five (5) business days of Seller's receipt of a reasonably detailed notice specifying such breach. Within five (5) business days after the expiration of the cure period provided above, in the event Seller has not cured such default, Purchaser shall give Seller written notice of Purchaser's election of one of the following two remedies, which, as set forth above, shall be Purchaser's sole and exclusive remedy: (1) to seek specific performance of Seller's obligation to convey the Prope1ty (provided that an action for specitic performance must be commenced within sixty (60) calendar days of the date of Seller's default), or (2) to terminate this Agreement and thereupon receive a return of the Earnest Money. If Purchaser fails to cause Seller to receive such election within such five (5) day period, Purchaser shall have no further right to demand specific performance.

(c) Notwithstanding anything to the contrary set forth in this Agreement or in any other document delivered by Seller in connection with the Closing: (i) Seller shall have no liability to Purchaser for breach of this Agreement (including, without limitation, any liability for any breach of any warranty, representation, covenant, or indemnity contained herein or therein) unless and except to the extent that the damages due to Purchaser by reason of all such breaches exceed $25,000.00, in which case Purchaser shall be entitled to receive the actual damages incurred up to the $150,000.00 Liability Cap set forth in Section (c) (ii) below; and (ii) the maximum aggregate liability of Seller to Purchaser following the Closing based on or arising under this Agreement and all such other documents shall be limited to $150,000.00 (the "Liability Cap"); and (iii) in no event shall Seller be liable to Purchaser for consequential, special, exemplary, or punitive damages.

(d) In connection with any litigation (including, but not limited to, any appellate proceedings) arising out of this Agreement, the prevailing party shall be entitled to recover all costs incurred by such party, including, but not limited to, reasonable attorneys' fees and court costs.

(e) Notwithstanding anything in Section J3(b) to the contrary, in the event of Seller's default under Section 13(b), should specific performance be unavailable to Purchaser solely due to Seller's transfer of the Property or an interest in the Property (the "Prohibited Transfer") after

MIADOCS 709X690 3 -14- the Effective Date to a third party, then Purchaser shall be entitled to actual damages incurred by Purchaser caused by the Prohibited Transfer.

14. Notice. All notices required or permitted hereunder shall be in writing and shall be served on the parties as follows:

If to Seller: Parmenter PC Land, LLC c/o Parmenter Realty Partners 701 Brickell Avenue, Suite 2020 Miami, Florida 33131 Attention: Andrew R. Weiss

with a copy to: Josh A. Hedderich I Asset Manager Southwest Region PARMENTER REALTY PARTNERS 12750 Merit Dtive, Suite 225 I Dallas, Texas 75251 Tel972.385.09271 Fax 972.308.99321 Cell214.870.1194

with a copy to: Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. 200 East Las Olas Boulevard, Suite 2100 Fort Lauderdale, Florida 33301 Attention: Peter L. Desiderio, Esq.

If to Purchaser: Zenstar Development, LLC 9400 S. Dadeland Blvd., Suite 100 Miami, Florida 33156 Attention: Mitchell M. Friedman

with a copy to: Shutts & Bowen LLP 1500 Miami Center 201 South Biscayne Boulevard Miami, FL 33131 Attention: Robett Cheng

If to Escrow Agent: First American Title Insurance Company 420 South Orange Street, Suite 250 Orlando, Florida 32801 Attention Karen Baki, 407-244-0001

Any such notices shall be sent by U.S. certified mail, return receipt requested, or by nationa1ly recognized overnight courier service, or by electronic mail and notices shall be deemed delivered upon actual receipt, provided, however, that if delivery is refused or a notice is unclaimed, notice shall be deemed received (i) if mailed, three (3) days after mailing, (ii) if overnight courier service, one (1) business day after deposit with the courier service or (iii) if by electronic mail, upon delivery of same, provided that a counterpmt of such notice is also delivered pursuant to one of the two manners specified in this paragraph. The above addresses may be changed by written notice to the other party; provided, however, that no notice of a

MlADOCS 709XWO J -15- change of address shall be effective until actual receipt of such notice. Copies of notices are for informational purposes only, and a failure to give or receive copies of any notice shall not be deemed a failure to give notice.

15. No Offer. This Agreement has been submitted for discussion purposes only and shall not be deemed to be an offer by either party to the other to enter into this Agreement or deemed to be a binding agreement. This Agreement shall not be effective in any manner until a fully signed copy or an original executed by both Seller and Purchaser is delivered to Purchaser.

16. Time of Essence: Goveming Law. Time is of the essence of this Agreement. The validity, meaning, and effect of this Agreement shall be determined in accordance with the laws of the State in which the Real Estate is located.

J7. Assignment. Purchaser may assign its rights under this Agreement to an entity affiliated with or controlled by Purchaser, without Seller's consent; provided, however, that (a) the odginal Purchaser shall remain liable for the performance of all Purchaser's obligations hereunder accruing through the Closing Date (whether Seller seek'> to enforce such obligations prior to Closing, or after Closing, as to obligations that survive Closing); (b) Seller shall incur no additional expenses on account of such assignment; (c) Purchaser shall disclose the identity of such assignee to Seller, and shall supply to Seller such information regarding such assignee as may be reasonably requested by Seller, in order to determine that such assignee is affiliated with or controlled by Purchaser; and (d) Purchaser shall give written notice of assignment to Seller accompanied by a fully executed assignment and assumption instrument in form and substance reasonably satisfactory to Seller's counsel at least five (5) business days before the Closing. Any assignment of any interest in this Agreement to any person or entity not affiliated with or controlled by Purchaser shall be prohibited without Seller's prior written consent, in Seller's sole discretion.

18. Survival. Except as otherwise expressly provided in this Agreement as to Seller, no representations, warranties, covenants, agreements, and other obligations of Seller in this Agreement shall survive the Closing of this transaction and no action based thereon shall be commenced after the Closing of this transaction. However, the obligations of Seller and Purchaser in Section 19 of this Agreement and any other indemnity provisions by Purchaser in this Agreement shall survive the Closing of this transaction or the termination of this Agreement.

19. Brokers. Seller and Purchaser hereby represent each to the other that, except as set forth below, they have not disclosed this Agreement, or the transactions contemplated hereby or the subject matter hereof, to any real estate broker, agent, or salesperson so as to create any legal right or claim in any such broker, agent, or salesperson for a real estate brokerage commission or compensation with respect to the negotiation or consummation of this Agreement. Seller and Purchaser hereby indemnify each other against, and agree to hold and save each other harmless from, any claims (or expenses related thereto, including, but not limited to, expenses for reasonable attorneys' fees incurred in defending any such claims or enforcing this indenmity) for any real estate brokerage commissions or similar fees arising out of or in any way connected with any claimed agency relationship with the indemnitor and relating to the subject matter hereof. The parties recognize Ken Walker of CASE Commercial Real Estate Partners ("Seller's Broker") (representing Seller), and Benjamin Chein of Henry S. Miller

MIA DOCS 7lNllli9(1 3 -16- ("Purchaser's Broker") (representing Purchaser), as the sole brokers with whom they have dealt in this transaction. Only if and when the Closing occurs, Seller shall pay to Seller's Broker the Commission Amount (as hereinafter defined) and Seller's Broker shall contemporaneously pay to Purchaser's Broker 50% of the Commission Amount. The Commission Amount shall be equal to the sum of (i) 6% of that portion of the Purchase Price up to $1,000,000, and (ii) 3% of that portion of the Purchase Price in excess of $1,000,000. This Section shall survive the Closing or any termination of this Agreement.

20. Effective Date. For purposes of this Agreement, the "Effective Date" shall be the date set forth in the preamble on page 1 of this Agreement.

21. Termjnation of Management, Service and Employee Contracts. On or before the Closing Date, Seller shall terminate (i) all employees of the Property, (ii) all management contracts to which Seller is a party regarding the Property, and (iii) all service agreements entered into by Seller regarding the Property. Seller shall defend, indemnify, and hold Purchaser harmless from any claims or damages arising from any claims of employees whose employment was not continued after the Closing Date. Seller's obligations relating to former employees as hereinabove provided shall survive the Closing. Purchaser shall be under no obligation to hire any or aU of the people presently employed at the Property. If Purchaser employs any people presently working at the Property, Purchaser shall pay all wages (including accrued benefits) earned or accrued on or after the Closing Date.

22. No Third Party Rights. Nothing in this Agreement, express or implied, is intended to confer upon any person, other than the partie<> hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement.

23. Waiver of Jury TriaL SELLER AND PURCHASER HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER ARISING IN TORT OR CONTRACT) BROUGHT BY EITHER AGAINST THE OTHER ON ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT.

24. Notice Regarding Title And Legal Counsel. As required by the Texas Real Estate Lkense Act, Seller hereby advises Purchaser that Purchaser should have the abstract covering the Pro petty examined by an attorney of Purchaser's own selection, or that Purchaser should be furnished with or obtain a policy of title insurance. By signing this Agreement, Purchaser acknowledges receipt of this notice. Purchaser and Seller further acknowledge that they have been given the opportunity to, and are hereby advised to, consult with an attorney of their choice with regard to this Agreement, the closing documents to be executed in connection herewith and the transaction contemplated by this Agreement.

25. Closing Conditions.

Purchaser's obligation to close shall be subject to the satisfaction or written waiver (or deemed waiver under this Agreement) by Purchaser of the following (the "Closing Conditions") on or before July 31, 2013 (the "Approval Period"):

MIA DOCS 7fll)R(>Y0 3 -17- a. Receipt by Purchaser of an allocation or award of Housing Tax Credits from the Texas Department of Housing and Community Affairs (TDHCA) in its 2013 "Low Income Housing Tax Credit" application process of at least ninety percent (90%) of the amount requested with Purchaser's application (understood to be 90% of $1,475,000 per year ($1,327,500 per year) for 10 years), with all time to appeal such award having expired and with no appeal then pending and no appeal instituted or petition filed. b. Utilities access and capacity available to the Property. c. Receipt by Purcha<>er of site plan approval and building permits for vertical construction (the "Governmental Approvals") to allow for multi-family construction of not less than 100 and not more than 160 multi-family units on the Property (the "Permitted Use"), provided that the Governmental Approvals comply with Section 26 below and do not include or involve any amendment, vacation or modification to the existing zoning or, if applicable, the plat for the Property, which shall be prohibited.

Should any of the Closing Conditions not be satisfied or waived by Purchaser prior to the expiration of the Approval Period, Purchaser shall, prior to the expiration of the Approval Period either: (i) waive the unsatisfied Closing Conditions and agree to close on the Closing Date without reduction or abatement of the Purchase Price and without any claim against Seller, or (ii) terminate the Purchase Agreement, in which event the Initial Deposit and the Additional Deposit shall be retained by Seller and both Seller and Purchaser shall be relieved of all obligations under this Agreement, except tor Purchaser's obligations under this Agreement that expressly survive termination, provided that:

(1) If Purchaser terminates this Agreement by written notice given to Seller (the "PreJuly Termination Notice") after the expiration of the Inspection Period but prior to July 1, 2013 because a Closing Condition cannot be satisfied, including as a result of Purchaser's withdrawal of Purchaser's application for tax credits if Purchaser reasonably believes that Purchaser's application will be unsuccessful, the Additional Deposit held by Escrow Agent shall be returned to Purchaser, the $25,000 Initial Deposit disbursed to Seller pursuant to Section 4(d) hereof shall be retained by Seller, and both Seller and Purcha<>er shall be relieved of all obligations under this Agreement, except for Purchaser's obligations under this Agreement that expressly survive termination. If Purchaser fails to deliver the PreJuly Termination Notice to Seller prior to July 1, 2013, $25,000 of the Additional Deposit shall be paid by Escrow Agent to Seller on July I, 2013, which shall be retained by Seller and be hard and non-refundable to Purchaser except in the event of a default by Seller under this Agreement.

(2) If Purchaser terminates this Agreement on or after July 1st, 2013, but prior to August I, 2013 because a Closing Condition cannot be satisfied, including as a result of Purchaser's withdrawal of Purchaser's application for tax credits if Purchaser rea<>onably believes that Purchaser's application will be unsuccessful, $50,000 of the Additional Deposit held by Escrow Agent shall be returned to Purcha<>er and Seller shall retain the $25,000 Initial Deposit disbursed to Seller pursuant to Section 4(d) hereof and $25,000 of the Additional Deposit disbursed to Seller pursuant to clause (l) immediately above, and both Seller and

MLADOCS 71l~H6YO 3 -18- Purchaser shall be relieved of all obligations under this Agreement, except for Purchaser's obligations under this Agreement that expressly survive termination.

(3) If Purchaser terminates this Agreement on or after August 1, 2013 because a Closing Condition cannot be satisfied, $50,000 of the Additional Deposit held by Escrow Agent shall be paid to Seller by Escrow Agent, Seller shaH retain the $25,000 Initial Deposit disbursed to Seller pursuant to Section 4(d) hereof and $25,000 of the Additional Deposit disbursed to Seller pursuant to clause (1) above, Seller shall retain all Extension Fees previously paid to Seller and both Seller and Purchaser shall be relieved of all obligations under this Agreement, except for Purchaser's obligations under this Agreement that expressly survive termination. In addition, Purchaser agrees that: (i) within three (3) business days after Purchaser receives same, to provide Seller with copies of all notices related to the Closing Conditions, (ii) within three business days after Purchaser has knowledge of same, Purchaser shall notify Seller in writing of the satisfaction or failure of any Closing Condition or the occurrence of any event which with the passage of time, or notice, or both, will result in the failure of any Closing Condition, and (iii) Purchaser shall provide Seller with the link to the TDHCA website so that Seller can monitor the tax credit process (pre-applications, applications, market studies, etc). If the Closing Conditions are not satisfied (or waived) during the Approval Period and Purchaser fails to notify Seller of Purchaser's election to tenninate this Agreement prior to the expiration of the Approval Period, Purchaser shall be deemed to have conclusively waived the unsatisfied Closing Conditions and agreed to close on the Closing Date without reduction or abatement of the Purchase Price and without any claims against Seller.

26. Governmental Approvals and Restrictions. Purchaser acknowledges that the Property is zoned MU-3 with no dwelling unit density and a 270 foot building height restriction. The development of the Property shall be subject to the following limitations, which shall be evidenced by a Declaration of Restrictions in the form attached hereto as Exhibit "EH: (i) the use of the Propetty shall be limited to the Permitted Use, (ii) no buildings shall be constructed outside the proposed building pad reflected in Schedule 26A attached hereto, and (iii) the buildings and improvements on the Property shall not exceed 192 feet in height. In addition, attached hereto and made a part hereof as Schedule 26B is a schedule provided by Purchaser to SeHer detailing the approximate time frames in which Purchaser shall apply tbr and use commercially reasonable efforts to obtain the Governmental Approvals, all at Purchaser's sole cost and expense. To the extent any Governmental Approvals obtained by Purchaser become binding on the Seller or Property prior to Closing, then if Closing does not occur for any rea."on other than a default by Seller under this Agreement, Purchaser shall at its sole cost and expense, upon written request by Seller made within thirty (30) calendar days after this Agreement is terminated, take such action as is necessary to cause the Governmental Approvals to be revoked or rescinded by the applicable governmental agency, which obligation shall survive the termination of this Agreement and the Escrow Agent shall retain the Earnest Money until Purchaser has caused the Governmental Approvals to be revoked or rescinded by the applicable governmental agency, at Purchaser's sole cost and expense. Subject to the limitations set forth in this Section, Seller shall cooperate with Purchaser as is reasonably necessary in connection with Purchaser's efforts to obtain the Governmental Approvals though Seller shall not be required to incur any costs, expenses or liability relative to such efforts and does not make any representations or wananties regarding same. Prior to submitting any application with a governmental authority, Purchaser shall first provide Seller with copies of such application.

MIA DOCS 709HWO 3 -19- Purchaser shall use commercially reasonable efforts to obtain the Governmental Approvals prior to the expiration of the Approval Period. In the event Purchaser does not acquire the Property from Seller on the Closing Date, on or before the date this Agreement is terminated, Purchaser shall, at Seller's election, which shall be in Seller's sole and absolute discretion, convey, assign (to the extent assignable) by quit claim assignment and deliver to Seller, at no cost or expense to Seller and without recourse to Purchaser, all of Purchaser's rights, if any, with respect to the following to the extent same exist (the "Purchaser's Project Deliveries"): site plans, construction, engineering and/or development drawings and/or plans and specifications, applications, licenses, permits, zoning and other approvals, sewer and water permits and licenses, curb cut and right-of way permits, utility permits, drainage rights, warranties and all related documents pertaining or applicable to the development, construction, ownership or operation of Permitted Use, and all right, title and interest of Purchaser in and to all fees, costs and expenses heretofore paid by Purchaser with respect thereto, provided that Seller's use of the Purchaser's Project Deliveries shall be limited to the Property and Seller shall not use the Purchaser's Project Deliveries for any other project; provided, further, that Purchaser makes no representations or warran6es concerning any of the Purchaser's Project Deliveries or whether any of same are assignable and Purchaser hereby expressly negates and disclaim." any and all such representations or warranties. Purchaser shall provide copies of the site plan for the Permitted Use to Seller for Seller's approval by no later than February 15, 2013. Seller shall have seven (7) business days after receipt of the Purchaser's site plan to approve or disapprove same, provided that any approval by Seller shall not be deemed to be a representation by Seller regarding the adequacy or compliance of the site plan with any governmental, title, legal or other requirements. 27. Removal from the Market. Seller shall be under no obligation to cease its marketing efforts tor all, or any portion of the Property. Seller shall specit1cally have the right to enter into letters of intent and/or purchase and sale agreements with other parties interested in acquiring all, or any portion of the Property, provided however, any such letters of intent and purchase and sale agreements shall contain an express subordination to the rights of Purchaser under this Agreement. Notwithstanding the foregoing, Seller shall not enter into a purchase and sale agreement with other patties until after January 10, 2013. 28. Miscellaneous. This Agreement may be executed in two or more counterpruts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may be executed by facsimile or pdf signature which shall, for all purposes, serve as an original executed counterprut of this Agreement upon delivery of an executed copy hereof by facsimile or pdf. The captions in this Agreement are inserted for convenience of reference and in no way define, describe, or limit the scope or intent of this Agreement or any of the provisions hereof. No waiver, modification, amendment, discharge, or change of this Agreement shall be valid unless the 1-~ame is in writing and signed by the pru'ty against which the enforcement of such modification, waiver, amendment, discharge, or change is sought. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors, and permitted assigns. This Agreement contains the entire agreement between the parties relating to the transactions contemplated hereby and all prior or contemporaneous agreements, understandings, representations, or statements, oral or written, are superseded hereby. Any provision of this Agreement which is unenforceable or invalid or the inclusion of which would adversely affect the validity, legality, or enforcement of this Agreement shall be of no effect, but all the remaining provisions of this Agreement shall remain in fltll force and effect. Each and every Exhibit and Schedule referred to

MIA DOCS 709869() 3 -20- in this Agreement is attached to and made a part of this Agreement. Unless otherwise specified, in computing any period of time described in this Agreement, the day of the act or event after which the designed 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. The last day of any period of time described herein shall be deemed to end at 5:00 p.m. Central time. The term "days" or day as used in this Agreement shall in all cases mean calendar days unless the term business days L.;; expressly used. Nothing contained in this Agreement shall be construed to create a partnership or joint venture between the parties or their successors in interest or permitted assigns.

[Signatures on next page.]

MIADOCS 709XWO 3 -21- IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

WITNESSES: SELLER:

PARMENTER PC LAND, LLC, a Delaware limited liabili ' c

By: Nam-e~.~~~~~~~~~~------

Titl e:_-'-==-'--'-"'""""''--""""""-'-"-..-.."---'-='-'-'--'--=~---

PURCHASER:

ZENSTAR DEVELOPMENT, LLC, a Florida limited liability company

By: ______Name: ______Name: Title:. ______------_

Name: ------Date: ______, 201

Escrow Agent acknowledges receipt of the Earnest Money (subject to clearance) and agrees to hold the Earnest Money pursuant to the Agreement.

First American Title Insurance Company

By: ______Name: ______Title: ______

Date: ______, 201_

MIA DOCS 7098690 3 -22- IN WITNESS WHEREOF, the patties hereto have executed this Agteement as of the day and year first above written

WITNESSES: SELLER:

PARMENTER PC LÀND, LLC' a Delaware Iimited liability co¡npâny

Name:-

Name:- Date:-,201

PURC}IASER:

ZENSTAR DEVELOPMENT, LLC, a Florida límited

oate: //-{ ,zot s

Escrow Agent acknowledges receipt of the Earnest Money (subject to clearance) and agrees to hold the EaÏnest Money pursuâllt to the Agreement.

First American Title Insutance Company

By: Name:

Date: -

-,20L

ìvll.^DoCS ?098ó90 3 EXHIBIT .,A"

LEGAL DESCRIPTION OF PROPERTY Being a 1.418 acre tract of land out of the .HIRAM WILBURN SURVEY, ABSTRACT NO. 1568 and being part of PARK CENTRAL NORTH SECTOR DEVELOPMENT CENTER NQ 1, on addition to the City of Dallas, according· to the plat recorded in Volume 76216, Page 1514, of the Mop Records of Dallas County, Texas, and lying in the City of Dallas Block 7731, Dallas County, Texas; said 1.418 acre tract of land being more particularly described by metes and bounds as follows;

BEGINNING at o found 1/2" iron pin for corner at the intersection of the West right-of-way line of Merit Drive (a 100 foot R.O.W.} and the new South right-of-way line of Interstate Highway No. 635 (a variable width R.O.W.), said point being the point of curvature of a non-tangent curve to the right, having o delta of 35'50'04n, o radius of 75.00 feet and chord bearing and distance of South 17'07'17" East, 46.14 feet;

n-IENCE Southeasterly, leaving said South right-of-way ond following along said West right-of- . way line and the arc of said non-tangent curve to the right, for a distance of 46.91 feet to a set vr iron pin for corner; .

THENCE South 00'48'46" West, along said West right-of-way line, for a distance of 268.65 feet to a found 1/2" pin for corner, said point being the Northeast comer of the 1.00 acre Texas Commerce Bank tract as recorded in Volume 7821~ Page 1020, of the Map· Records of Daflas County, Texas;

THENCE North 89'11'14" West, leaving said West right-of-way line and folfowing along the North line of said 1.00 acre tract, for a distance of 196.03 feet to a found 1/2" iron pin for comer, said point being the Northwest corner of said 1.00 acre tract and being in the East fine of PARK CENTRAL Ill tract, as recorded in Volume 72171, Page 2326, of the Map Records of Dallas County, Texas;

THENCE North 00'48'46" East, along said East line of PARK CENTRAL Ill "tor a distance of 321.36 feet to a found 1/2" iron pin for corner, said point being in the said new South right-of way line of Interstate Highway No. 635;

THENCE South 85'13'21" East, leaving said East line, and folfowing along said new South right-of-way line, for o distance of 90.40 feet to a found 1/2" iron pin for corner;

THENCE South 87'05'28" East, continuing along said new South right-of-way line, for a dis/once of 91.65 feet to lhe POINT OF BEGINNING.

Said described tract of land contains on area of 61,768 square feel or 1.418 acres, more or less.

t-.·!IADOCS 7U9X6')(l 3 EXHIBIT "B"

NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER.

PREPARED BY: Peter L. Desiderio, Esq. Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. 200 E Las Olas Boulevard, Suite 2100 Fort Lauderdale, Florida 33301

RECORD AND RETURN TO:

Property Appraiser's No.: Tax Folio No.------

SPECIAL WARRANTY DEED

This SPECIAL WARRANTY DEED, made as of this __ day of ______201_, between PARMENTER PC LAND, LLC, a Delaware limited liability company (the "Grantor"), whose address is 701 Brickell Avenue, Suite 2020, Miami, Florida 33131, and ------'a ______(the "Grantee"), whose address is ______

WIT N E S S E T H:

That the Grantor, for and in consideration of the sum ofTen and Noll 00 ($1 0.00) Dollars to it in hand paid by Grantee, the receipt whereof is hereby acknowledged, has granted, bargained, sold, and conveyed to the Grantee, and by these presents does hereby grant, bargain, sell, and convey unto Grantee, its successors and assigns forever, that certain real property lying and being in the County of Dallas, State of Texas, as more particularly described in Exhibit "A," attached hereto and made a part hereof (the "Property").

SUBJECT TO taxes and assessments for the year 201_ and subsequent years, all conditions, restrictions, limitations and easements of record, and all zoning and other governmental regulations, without reimposing same.

To have and to hold the same in fee simple forever.

l'vlli\DOCS 709X<)90 3 And Grantor does hereby specially warrant the title to the Property, subject as aforesaid, and will defend the same against the lawful claims of all persons claiming by, through, or under Grantor but not otherwise.

IN WITNESS WHEREOF, the Grantor has caused this Special Warranty Deed to be executed as of the day and year first above written.

WITNESSES: PARMENTER PC LAND, LLC, a Delaware limited liability company

By: ______Print Name: ______Name: ______Its: ______

Print Name: ______Grantor's address: 701 Brickell Avenue, Suite 2020 Miami, Florida 33131

STATE OF ______) )ss: COUNTY OF------)

The foregoing instrument was acknowledged before me this day of ______, 201_ by , as of PARMENTER PC LAND, LLC, a Delaware limited liability company, on behalf of the ______. He/She is personally known to me or produced a valid driver's license as identification.

Notary Public Print name: ______

My commission expires:

MIA DOCS 71)')XC190 ~~ -2- EXHIBIT "N' TO SPECIAL WARRANTY DEED

LEGAL DESCRIPTION

MIADOCS 71)9U,90 3 EXHffilT "C"

AFFIDAVIT OF TITLE

NOTE: The final Affidavit of Title shall exclude all matters created by Purchaser or its affiliates, including, without limitation, those related to the Governmental Approvals.

BEFORE the undersigned authority, duly qualified to take acknowledgments and administer oaths within the applicable state, personally appeared [______] (the "Affiant"), as of PARMENTER PC LAND, LLC, a Delaware limited liability company (the "Seller"), on behalf of the Seller, who after being duly sworn, depose and say for this affidavit dated as of the day of , 201_ (the "Affidavit"):

1. The Seller is the owner of that certain real property situated in Dallas County, Texas, as more particularly described on Exhibit "A" attached hereto and made a part hereof (the "Property").

2. To the best of Affiant's actual knowledge, the Propetty is free and clear of all liens, taxes, encumbrances, and claims of every kind, nature, and description whatsoever, except for those matters described in (the "Title Company") Title Commitment No. , with an effective date of------20 1_ at _.m. (the "Title Commitment").

3. To the best of Affiant's knowledge, any and all labor, materials, and supplies which have been furnished, used, or applied upon the Property within the past ninety (90) days have been fully paid for and discharged or provisions have been made therefor. There are no construction, material supplier's, or laborer's liens against the Property, or any part thereof, and no contractor, subcontractor, laborer, or material supplier, engineer, architect, landscape architect, or land surveyor has any lien or right to a lien against the Property, or any part thereof.

4. The Seller is in full, continuous, open, and exclusive possession of the Propetty except for matters set torth in the Title Commitment.

5. No judgment or decree has been entered in any court of the State in which the Property is located or the United States against the Seller that remains unsatisfied, and there is no action or proceeding before any court, quasi-judicial body, or administrative agency which could affect the Seller's title to the Propetty or the right or power of the Seller to sell the Propetty to ------' a (the "Purchaser"). The Seller is not and has not been involved in bankruptcy proceedings.

6. There has been no change in title to the Property from and after the effective date and time of the Title Conunitment, and Aftlant knows of no matters pending which could give rise to a lien that would attach to the Property, and further, Affiant has no knowledge of, has not executed, and covenants not to execute any instrument that would adversely affect title to the Property. The Seller agrees to indemnify and hold harmless the Title Company from any loss it

MIADOCS 709!\6903 may suffer as a result of any change in title to the Property between the date and time referenced above and the date of recordation of the deed delivered by the Seller to Purchaser.

7. This Affidavit is made for the purpose of inducing Purchaser to purchase the Property and the Title Company to issue an owner's policy of title insurance in connection with such purchase.

8. Affiant further states that Affiant is familiar with the nature of m1 oath and with penalties as provided by the laws of the applicable state for falsely swearing statements made in an instrument of this nature. Affiant further certifies that Affiant has read, or has had read to Affiant, the full facts of this Affidavit, and understand its content.

PARMENTER PC LAND, LLC, a Delaware limited liability company

By; ______Name: ______Its:. ______

STATE OF ______) )ss: COUNTY OF _____ )

The foregoing instrument was acknowledged before me this day of _____, 201_ by , as of PARMENTER PC LAND, LLC, a Delaware limited liability company, on behalf of the ______. He/She is personally known to me or produced a valid driver's license as identification.

Notary Public Print name: ______

My commission expires:

MIADOCS 70lJXfi9[1 J -2- EXHIBIT "A" TO AFFIDAVIT OF TITLE

LEGAL DESCRIPTION

MIADOCS 70%690 3 EXHIBIT ''D"

ASSIGNMENT AND ASSUMPTION AGREEMENT

ASSIGNMENT AND ASSUMPTION OF INTANGIBLE PROPERTY

For good and valuable consideration, the receipt of which is hereby acknowledged, Parmenter PC Land, LLC, a Delaware limited liability company ("Assignor"), hereby assigns, transfers and sets over to , a------ ___("Assignee") all of Assignor's right, title and interest in and to all hereditaments, privileges, tenements, appurtenances, licenses and permits belonging solely to the real propet1y described on Exhibit "A" attached hereto and made a part hereof (the ''Real Estate"), now in effect with respect to the Real Estate (collectively, the "Intangible Property").

Assignee hereby assumes both (i) all obligations in connection with the Intangible Property, arising or first becoming due or payable on or after the date hereof, and (ii) all obligations in connection with the Intangible Property related to the Purchaser's site plan approvals and building permits for vet1ical construction (the "Governmental Approvals"). Assignee hereby agrees to indemnify and hold harmless Assignor from and against any claim, cause of action, lawsuit, damage, liability, loss, cost or expense (including, without limitation, reasonable attorneys' fees) arising out of any failure of Assignee to perform and observe all obligations assumed herein.

Assignor hereby agrees to indemnify and hold harmless Assignee from and against any claim, cause of action, lawsuit, damage, liability, loss, cost or expense (including, without limitation, reasonable attorneys' fees) m·ising out of any breach by Assignor with respect to the Intangible Prope1ty arising or first being due or payable prior to the date hereot: except for those obligations related to the Governmental Approvals which Assignee hereby acknowledges and agrees are and shall remain Assignee's sole obligations.

Assignor makes no representation or warranty in connection with this Assignment and this Assignment is made without recourse to Assignor.

All terms of this Assignment shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective legal representatives, successors and assigns.

This Assignment may be executed in any number of counterpat1s, each of which so executed shall be deemed original; such counterparts shall together constitute but one agreement.

MIADOCS 709Xfill0 3 IN WITNESS WHEREOF, the Assignor and Assignee have each executed this Assignment and Assumption of this day of , 201_.

ASSIGNOR:

Parmenter PC Land, LLC, a Delaware limited liability company

By: ______Print Name: Name: ______------Its: ______

Print Name: ______

ASSIGNEE: ------'a

By: ______Print Name: ______Name: _____- ______Its: ______

Print Name: ______

Ml ADOCS 709X6lJO 3 -2- EXHIBIT A TO ASSIGNMENT AND ASSUMPTION

REAL PROPERTY

MIADOCS 709R6'JO 3 EXHIBITE

Form of Declaration of Restrictions

To be provided by Seller to Purchaser within seven business days after the Effective Date

MIA DOCS 709XWO 3

THIS INSTRUMENT PREPARED BY:

RECORD AND RETURN TO:

DECLARATION OF RESTRICTIONS

THIS DECLARATION OF RESTRICTIONS (this “Declaration”) is made this ____ day of ______, 2013 (the “Effective Date”) between PARMENTER PC LAND, LLC, a Delaware limited liability company (the “Seller”), PARMENTER PARK CENTRAL, L.P., a Texas limited partnership (the “Benefited Property Owner”) and ZENSTAR DEVELOPMENT, LLC, a Florida limited liability company (the “Burdened Property Owner”).

W I T N E S S E T H:

WHEREAS, Seller and Burdened Property Owner entered into a Purchase and Sale Agreement dated January 8, 2013 (the “Purchase Agreement”) for the sale and conveyance of the property situated in the City of Dallas, Dallas County, Texas, consisting of approximately 1.4 acres located on the SW corner of Merit Drive and Lyndon B. Johnson Freeway, as more particularly described on Exhibit ”A”, attached hereto and made a part hereof (the “Burdened Property”);

WHEREAS, Burdened Property Owner has acquired the Burdened Property from Seller pursuant to the Purchase Agreement.

WHEREAS, as a material inducement for Seller to enter into the Purchase Agreement, Burdened Property Owner agreed to impose, pursuant to this Declaration, restrictions regarding the improvements and uses allowed on the Burdened Property for the benefit of the property described in Exhibit “B” attached hereto and made a part hereof (the “Benefited Property”) which Benefited Property is owned by Seller’s affiliate, the Benefited Property Owner.

NOW THEREFORE in consideration of the mutual terms, covenants and conditions contained herein and for Ten ($10.00) Dollars paid in hand, and other valuable consideration set forth herein, the receipt and sufficiency whereof is hereby acknowledged, the parties do hereby agree as follows:

1. Burdened Property Use and Development Restrictions.

Burdened Property Owner acknowledges and agrees that the development and use of the Burdened Property shall be subject to the following restrictions and limitations during the term of this Declaration: (i) the use of the Burdened Property shall be limited to a residential multi-

1 family building containing not more than 160 residential multi-family units on the Burdened Property (collectively, "Burdened Property Owner's Improvements"), provided that if the Burdened Property Owner's Improvements are constructed, completed and thereafter destroyed by casualty and cannot be rebuilt because the City of Dallas or Dallas County (without the consent of the Burdened Property Owner) have rezoned the Burdened Property so that residential multi-family use is no longer permitted under the applicable zoning, then the restriction set forth in this Section 1(i) shall no longer be applicable, (ii) no buildings shall be constructed outside the proposed building pad reflected in Exhibit “C” attached hereto and made a part hereof, and (iii) the buildings and improvements on the Burdened Property shall not exceed 192 feet in height. In addition, Burdened Property Owner shall develop, construct, operate, maintain, and use the Burdened Property and Burdened Property Owner's Improvements solely in a manner which shall be at all times consistent and in strict compliance with all provisions of all documents of record and all applicable governmental restrictions, laws, permits, regulations and ordinances applicable to the Burdened Property. Burdened Property Owner acknowledges and agrees that the limitations set forth in this Declaration were a material inducement to Seller entering into the Purchase Agreement and that these limitations and restrictions were a covenant that survived closing and Seller and Burdened Property Owner agree to record this Declaration in the Public Records of Dallas County, Texas against the Burdened Property which shall encumber the Burdened Property.

2. Recordation and Covenant Running With Land. This Declaration may be recorded in the Public Records of Dallas County, Texas and may be specifically enforced by the owner of fee simple title to the Benefited Property. This document shall constitute a covenant running with the Burdened Property and benefiting the Benefited Property.

3. Successors and Assigns. This Declaration shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto.

4. Notices. Any notice, request, demand, instruction or other communication to be given to either party hereunder, shall be in writing and shall either be (i) hand-delivered, (ii) sent by Federal Express or a comparable overnight mail service, (iii) mailed by U.S. registered or certified mail, return receipt requested, postage prepaid, or (iv) sent by telephone facsimile transmission provided that an original copy of the transmission shall be mailed by regular mail, to Seller at:

Parmenter PC Land, LLC c/o Parmenter Realty Partners 701 Brickell Avenue, Suite 2020 Miami, Florida 33131 Attention: Andrew R. Weiss Facsimile: (305) 379-4017

with a copy to: Parmenter Realty Partners 12750 Merit Drive, Suite 225 Dallas, Texas 75251 Attention: Josh A. Hedderich Facsimile: (972) 308-9932

to Benefited Property Owner at: 2 Parmenter Park Central, L.P. c/o Parmenter Realty Partners 701 Brickell Avenue, Suite 2020 Miami, Florida 33131 Attention: Andrew R. Weiss Facsimile: (305) 379-4017 to Burdened Property Owner at:

Zenstar Development, LLC 9400 S. Dadeland Blvd., Suite 100 Miami, Florida 33156 Attention: Mitchell M. Friedman Facsimile: ______

Notice shall be deemed to have been given upon receipt or refusal of delivery of said notice. The addressees and addresses for the purpose of this paragraph may be changed by giving notice. Unless and until such written notice is received, the last addressee and address stated herein shall be deemed to continue in effect for all purposes hereunder.

5. Term. The term of this Declaration shall be from the Effective Date until January 1, 2038 and thereafter shall be null and void and of no further force and effect. This Declaration may only be terminated prior to January 1, 2038 by the owner of fee simple title to the Benefited Property by written instrument executed by the owner of fee simple title to the Benefited Property recorded in the Public Records of Dallas County, Texas.

6. Miscellaneous.

A. Amendment. No modification or amendment of this Declaration shall be of any force or effect unless in writing executed by the owner of fee simple title to the Benefited Property and the owner of fee simple title to the Burdened Property and recorded in the Public Records of Dallas County, Texas.

B. Attorneys' Fees. The parties hereto shall bear their respective costs and attorneys' fees in connection with the execution of this Declaration and the consummation of the transaction contemplated hereby. In the event of any dispute hereunder, the prevailing party shall be entitled to recover all costs and expenses incurred by it in connection with the enforcement of this Declaration, including all fees and expenses charged by an attorney for his/her services and the services of paralegals, legal assistants and/or law clerks (including but not limited to) fees and expenses charged for services rendered in connection with representation at the trial level, in all appeals and in any bankruptcy proceeding.

C. Construction of Declaration. Should any provision of this Declaration require interpretation in any judicial, administrative or other proceeding or circumstance, it is agreed that the court, administrative body, or other entity interpreting or construing the same shall not apply a presumption that the terms thereof shall be more strictly construed against one party by reason of the rule of construction that a document is to be construed more strictly against the party who prepared the same, it being further agreed that all parties hereto have fully participated in the preparation of this Declaration. 3 D. Counterparts. This Declaration may be executed in any number of counterparts, any one and all of which shall constitute the agreement of the parties and each of which shall be deemed an original.

E. Entire Agreement. This Declaration sets forth the entire agreement between the parties hereto relating to the restrictions regarding the improvements and uses allowed on the Burdened Property, and supersedes all prior and contemporaneous negotiations, understandings and agreements, written or oral, between the parties regarding same.

F. Dedication. Nothing contained in this Declaration shall be deemed a gift or dedication of any portion of the Burdened Property to the general public or for the general public or for any public purpose whatsoever.

G. Gender. As used in this Declaration, the masculine shall include the feminine and neuter, the singular shall include the plural and the plural shall include the singular as the context may require.

H. Governing Law. This Declaration shall be interpreted in accordance with the internal laws of the State of Texas both substantive and remedial, regardless of the domicile of any party, and will be deemed for such purposes to have been made, executed and performed in the State of Texas.

I. Section and Paragraph Headings. The section and paragraph headings herein contained are for the purposes of identification only and shall not be considered in construing this Declaration.

J. Severability. Should any clause or provision of this Declaration be determined to be illegal, invalid or unenforceable under any present or future law by final judgment of a court of competent jurisdiction, the remainder of this Declaration will not be affected thereby. It is the intention of the parties that if any such provision is held to be illegal, invalid or unenforceable, there will be added in lieu thereof a legal, valid and enforceable provision that is as similar as possible in terms to the illegal, invalid or unenforceable provision.

K. Time of the Essence. Time is of the essence in the performance of all obligations under this Declaration.

L. Waiver of Trial by Jury. THE UNDERSIGNED HEREBY KNOWINGLY, IRREVOCABLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM BASED ON THIS DECLARATION OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS DECLARATION OR ANY DOCUMENT OR INSTRUMENT EXECUTED IN CONNECTION WITH THIS DECLARATION, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTION OF ANY PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS DECLARATION.

(Executions and Acknowledgments Appear on Following Page)

IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the day and year first above written.

Signed, sealed and delivered PARMENTER PC LAND, LLC, a Delaware in the presence of: limited liability company

Print Name: By: Name: Title: Print Name:

STATE OF ) )ss: COUNTY OF )

The foregoing instrument was acknowledged before me this ______day of ______, 2013 by , as of PARMENTER PC LAND, LLC, a Delaware limited liability company, on behalf of the ______. He/She is personally known to me or produced a valid driver’s license as identification.

Notary Stamp/Seal: Notary Signature: Notary Print: Notary Public, State of ______Commission No.: My Commission Expires:

(Executions and Acknowledgments Continue on Following Page)

Signed, sealed and delivered PARMENTER PARK CENTRAL, L.P., a in the presence of: Texas limited partnership

Print Name: By: Name: Print Name: Title:

STATE OF ) )ss: COUNTY OF )

The foregoing instrument was acknowledged before me this ______day of ______, 2013 by , as of PARMENTER PARK CENTRAL, L.P., a Texas limited partnership, on behalf of the ______. He/She is personally known to me or produced a valid driver’s license as identification.

Notary Stamp/Seal: Notary Signature: Notary Print: Notary Public, State of ______Commission No.: My Commission Expires:

(Executions and Acknowledgments Continue on Following Page)

Signed, sealed and delivered ZENSTAR DEVELOPMENT, LLC, a in the presence of: Florida limited liability company

Print Name: By: Name: Print Name: Title:

STATE OF ) )ss: COUNTY OF )

The foregoing instrument was acknowledged before me this ______day of ______, 2013 by , as of ZENSTAR DEVELOPMENT, LLC, a Florida limited liability company, on behalf of the . He/She is personally known to me or produced a valid driver’s license as identification.

Notary Stamp/Seal: Notary Signature: Notary Print: Notary Public, State of ______Commission No.: My Commission Expires:

Exhibit “A”

8 Exhibit “B”

[INSERT LEGAL DESCRIPTION OF BENEFITED PROPERTY]

Exhibit “C”

10 Schedule 26A Building Footprint

I. H, 6.3.5 S[RV ICE ROAO -r=~t~ :~------~·Zf_t:=~:- ...... -, 1I ., --··-· . --.. _..._·_· --·-···-'---~~.:;..~, ...... - Approx. Building Footprint, subjectto change per Seller's sole discretion. 1-

I! II II illi 1

! 20505195;6} 2606929_3.DOCX MIADOCS 709!16903 Schedule 26B

Approvals and Project Schedule

1/8/2013 Pre-app submission due 1/20/2013 Pre-app submission list posted 3/1/2013 Full-Application due 4/1/2013 State Representative Letters Due 5/15/2013 Application challenges deadline Mid-May Final scoring notices issued for majority of applications considered "competitive" 6/1/2013 Zenstar to release architects and engineers for full site and building plans (est.) Mid-June Release of elgible applications for consideration for award in late July Late July Final Awards 11/20/2013 Final site plan and building plan approval 12/1/2013 Permits are pulled

*Note all approval dates are est.

Purcha'e and Sale Agreement Merit Rnad V5 SWM ()1-07-1 :1 37974-0023 #26()6929 vJ 120:105195;6}26()6929 _1.DOCX MIADOCS 70l)H690J 420 S. Orange Ave., Suite 250 First American Orlando, FL 32801 Phone: ( 407)244-0001 Title Insurance Company Fax: (888)216-9921 NATIONAL COMMERCIAL SERVICE$

Writer's Direct Dial: 407-244-0001 Writer's email: [email protected] Via Facsimile and/or E-mail

January 11, 2013

ZENSTAR DEVELOPMENT, LLC Mitchell M. Friedman 9400 S. Dadeland Blvd., Suite 100 Miami, FL 33156

RE: Escrow - purchase from PARMENTER PC LAND, LLC SW corner of Merit Drive, and Lyndon B. Johnson Freeway, Dallas, TX NCS-585105-0RL

Dear Mitchell M. Friedman:

Let this letter serve as notification that First American Title Insurance Company is in receipt of a Wire Transfer in the amount of $25,000.00 received on January 10, 2013 for the above referenced contract.

As of January 10, 2013, the monies have been invested on behalf of ZENSTAR DEVELOPMENT, LLC.

Please note First American Title Insurance Company requires that all parties execute an escrow agreement in connection with the Company's holding of the Earnest Money Deposit.

Thank you and should you have any questions or concerns, feel free to contact me.

Very truly yours,

RachaeiYenque

A division of First American Title Insurance Company specializing in high-liability and multi-site transactions FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment") is entered into by and between PARMENTER PC LAND, LLC, a Delaware limited liability company (the "Seller"), and ZENSTAR DEVELOPMENT, LLC, a Florida limited liability company (the "Purchaser"). The effective date of this Amendment shall be the latest date that this Amendment is signed by Seller or Purchaser (the "Effective Date").

RECITALS

WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale Agreement having an effec6ve date of January 8, 2013 (the "Purchase Agreement"), for the sale of that certain real and personal property located in Dallas County, Texas and defined as the "Property" in Section 1 of the Purchase Agreement (the "Property");

WHEREAS, Purchaser bas requested that Seller grant Purchaser an extension of time to deliver to Seller the site plan for the Permitted Use (as defined in the Purchase Agreement).

WHEREAS, Seller and Purchaser desire to amend the Purchase Agreement as more particularly set forth herein.

NOW THEREFORE, in consideration of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by the parties, Seller and Purchaser hereby agree as follows:

1. RECITALS: The above recitals are true and correct and incorporated into this Amendment by this reference.

2. DEFINITIONS: Any capitalized terms not defined in this Amendment shall have the meaning given to such term in the Purchase Agreement.

3. AMENDMENT: Section 26 of the Purchase Agreement is hereby amended to extend the deadline for Purchaser to provide copies of the site plan for the Permitted Use to Seller to no later than February 22, 2013.

4. FULL FORCE AND EFFECT: Except as specifically modified by this Amendment, all other provisions of the Purchase Agreement remain in full force and effect. To the extent of any conflict between the provisions of the Purchase Agreement and this Amendment, the provisions of this Amendment shall control. Seller has timely complied with all of Seller's obligations under the Purchase Agreement and the Purchase Agreement is in good standing. No representation has been made by Seller or relied upon by Purchaser in the making of this Amendment. This Amendment may be modified only in writing signed by both Purchaser and Seller.

5. AUTHORITY: Seller and Purchaser represent and watTant to the other that such party has the full right, power, and lawful authority to enter into, execute, and perform under this Amendment and that. such actions do not violate any other agreement, covenant, or restriction placed upon such party. Seller and Purchaser further represent and warrant to the other that the person signing this Amendment on its behalf has been duly authorized to sign this Amendment.

MIADOCS 7267357 2 6. GOVERNING LAW: This Amendment shall be governed by the laws of the State of Texas, without application of its conflict of law principles.

7. BINDING EFFECT: This Amendment shall be binding upon, and shall inure to the benefit of, Seller, Purchaser, and their respective successors or assigns.

8. HEADINGS: The headings contained in this Amendment are for convenience of reference only and shall not be construed as limiting or defining in any way the provisions of this Amendment.

9. COUNTERPARTS: This Amendment may be executed in counterparts, each of which shall be an original, and all of which shall constitute one and the same instrument. Any signature delivered by facsimile or other fom1s of electronic transmission, such as a PDF, shall be considered an original signature by the sending party.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

2 M!ADOCS 7267357 2 IN WITNESS WHEREOF, Seller and Purchaser have executed this Amendment as of the Effective Date.

SELLER:

PARMENTER PC LAND, LLC, a Delaware limited liability compa

PURCHASER:

ZENSTAR DEVELOPMENT, LLC, a Florida limited liability company

By: ______Name: Mitchell Friedman Its: President

3 MIADOCS 7267357 2 IN WITNESS WHEREOF, Seller and Purchaser have executed this Amendment as of the Effective Date.

SELLER:

PARMENTER PC LAND, LLC, a Delaware limited liability company

By: ______Name: -----~------Title:------Date: ------

PURCHASER:

3 MIA DOCS 7267357 2 ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT ("Assignment") is made as of the 18 day of February, 2013, by and between ZENSTAR DEVELOPMENT, LLC, a Florida limited liability company ("Assignor"), and SUMMIT PLACE, LLC, a Florida limited liability company ("Assignee").

RECITALS

A. Parmenter PC Land, LLC, a Delaware limited liability company ("Seller") and Assignor heretofore entered into that certain Purchase and Sale Agreement having an effective date of January 8, 2013, as amended by that certain First Amendment to Purchase and Sale Agreement dated February 15, 2013 (collectively, the "Contract").

B. Assignor desires to assign to Assignee all of Assignor's right, title and interest in, to and under the Contract, and Assignee desires to accept such assignment and assume all of Assignor's liabilities and obligations under the Contract.

TERMS

In consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee agree as follows:

1. Recitals. The foregoing recitals are true and incorporated herein by this reference as if set out in full.

2. Assignment. Assignor hereby assigns, transfers, and sets over unto Assignee all of Assignor's right, title, and interest in, to and under the Contract (including, without limitation, Assignor's interest in all deposits paid under the Contract), and authorizes Seller to make, execute, and deliver to Assignee such deed of conveyance, assignments and/or other instruments as are contemplated by the Contract, in the same manner as though Assignee, instead of Assignor, had been an original signatory to the Contract.

3. Assumption. Assignee hereby accepts Assignor's assignment of all of its right, title and interest in, to and under the Contract, and assumes all of Assignor's liabilities and obligations under the Contract, including those which survive the closing or termination thereof.

4. Miscellaneous. This Assignment shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns. This Assignment shall be construed in accordance with and be governed by the laws of the State of Texas.

1 MIADOCS 7237447 I Assignor and Assignee have duly executed this instrument as of the day and year first above written.

ASSIGNOR:

ZENSTAR DEVELOPMENT, LLC, a Florida limited liability compat.ulr---~

By~~~~=---~------ Name: itchell Friedman Its: President

ASSIGNEE:

SUMMIT PLACE, LLC, a Florida limited liability company

By: ZENSTAR SUMMIT, LLC, a Florida li.tl}ited liability company, :~ Name: MitcheH Friedman Its: President

2 MIADOCS 7237447 1 2013 HTC Full Application

Part 2 Tab 10

Supporting Documents: Title Commitment

Commitment For Title Insurance T-7

ISSUED BY

Commitment First American Title Insurance Company

THE FOLLOWING COMMITMENT FOR TITLE INSURANCE IS NOT VALID UNLESS YOUR NAME AND THE POLICY AMOUNT ARE SHOWN IN SCHEDULE A, AND OUR AUTHORIZED REPRESENTATIVE HAS COUNTERSIGNED BELOW.

We FIRST AMERICAN TITLE INSURANCE COMPANY will issue our title insurance policy or policies (the Policy) to You (the proposed insured) upon payment of the premium and other charges due, and compliance with the requirements in Schedule B and Schedule C. Our Policy will be in the form approved by the Texas Department of Insurance at the date of issuance, and will insure your interest in the land described in Schedule A. The estimated premium for our Policy and applicable endorsements is shown on Schedule D. There may be additional charges such as recording fees, and expedited delivery expenses.

This Commitment ends ninety (90) days from the effective date, unless the Policy is issued sooner, or failure to issue the Policy is our fault. Our liability and obligations to you are under the express terms of this Commitment and end when this Commitment expires.

First American Title Insurance Company

Dennis J. Gilmore President

Timothy Kemp Secretary

______Authorized Signature

Form 5017448-A (2/1/10) Page 1 of 12 T-7: Commitment for Title Insurance (Rev. 2-1-10)

= TEXAS TITLE INSURANCE INFORMATION

Title insurance insures you against loss resulting from certain El seguro de título le asegura en relaciõn a pérdidas risks to your title. resultantes de ciertos riesgos que pueden afectar el título de The commitment for Title Insurance is the title insurance su propiedad. company’s promise to issue the title insurance policy. The El Compromiso para Seguro de Título es la promesa de la commitment is a legal document. You should review it carefully compañía aseguradora de titulos de emitir la póliza de seguro to completely understand it before your closing date. de título. El Compromiso es un documento legal. Usted debe leerlo cuidadosamente y enterderlo completamente antes de la fecha para finalizar su transacciõn.

Your Commitment for Title Insurance is a legal contract between you and us. The Commitment is not an opinion or report of your title. It is a contract to issue you a policy subject to the Commitment's terms and requirements. Before issuing a Commitment for Title Insurance (the Commitment) or a Title Insurance Policy (the Policy), the Title Insurance Company (the Company) determines whether the title is insurable. This determination has already been made. Part of that determination involves the Company's decision to insure the title except for certain risks that will not be covered by the Policy. Some of these risks are listed in Schedule B of the attached Commitment as Exceptions. Other risks are stated in the Policy as Exclusions. These risks will not be covered by the Policy. The Policy is not an abstract of title nor does a Company have an obligation to determine the ownership of any mineral interest. - MINERALS AND MINERAL RIGHTS may not be covered by the Policy. The Company may be unwilling to insure title unless there is an exclusion or an exception as to Minerals and Mineral Rights in the Policy. Optional endorsements insuring certain risks involving minerals, and the use of improvements (excluding lawns, shrubbery and trees) and permanent buildings may be available for purchase. If the title insurer issues the title policy with an exclusion or exception to the minerals and mineral rights, neither this Policy, nor the optional endorsements, ensure that the purchaser has title to the mineral rights related to the surface estate. Another part of the determination involves whether the promise to insure is conditioned upon certain requirements being met. Schedule C of the Commitment lists these requirements that must be satisfied or the Company will refuse to cover them. You may want to discuss any matters shown in Schedules B and C of the Commitment with an attorney. These matters will affect your title and your use of the land. When your Policy is issued, the coverage will be limited by the Policy's Exceptions, Exclusions and Conditions, defined below. - EXCEPTIONS are title risks that a Policy generally covers but does not cover in a particular instance. Exceptions are shown on Schedule B or discussed in Schedule C of the Commitment. They can also be added if you do not comply with the Conditions section of the Commitment. When the Policy is issued, all Exceptions will be on Schedule B of the Policy. - EXCLUSIONS are title risks that a Policy generally does not cover. Exclusions are contained in the Policy but not shown or discussed in the Commitment. - CONDITIONS are additional provisions that qualify or limit your coverage. Conditions include your responsibilities and those of the Company. They are contained in the Policy but not shown or discussed in the Commitment. The Policy Conditions are not the same as the Commitment Conditions.

You can get a copy of the policy form approved by the Texas Department of Insurance by calling the Title Insurance Company at 1- 888-632-1642 or by calling the title insurance agent that issued the Commitment. Texas Department of Insurance may revise the policy form from time to time. You can also get a brochure that explains the policy from the Texas Department of Insurance by calling 1-800-252-3439. Before the Policy is issued, you may request changes in the policy. Some of the changes to consider are: - Request amendment of the “area and boundary” exception (Schedule B, paragraph 2). To get this amendment, you must furnish a survey and comply with other requirements of the Company. On the Owner’s Policy, you must pay an additional premium for the amendment. If the survey is acceptable to the Company and if the Company’s other requirements are met, your Policy will insure you against loss because of discrepancies or conflicts in boundary lines, encroachments or protrusions, or overlapping of improvements. The Company may then decide not to insure against specific boundary or survey problems by making special exceptions in the Policy. Whether or not you request amendment of the “area and boundary” exception, you should determine whether you want to purchase and review a survey if a survey is not being provided to you. - Allow the Company to add an exception to "rights of parties in possession." If you refuse this exception, the Company or the title insurance agent may inspect the property. The Company may except to and not insure you against the rights of specific persons, such as renters, adverse owners or easement holders who occupy the land. The Company may charge you for the inspection. If you want to make your own inspection, you must sign a Waiver of Inspection form and allow the Company to add this exception to your Policy.

The entire premium for a Policy must be paid when the Policy is issued. You will not owe any additional premiums unless you want to increase your coverage at a later date and the Company agrees to add an Increased Value Endorsement.

CONDITIONS AND STIPULATIONS

1. If you have actual knowledge of any matter which may affect the title or mortgage covered by this Commitment, that is not shown in Schedule B, you must notify us in writing. If you do not notify us in writing, our liability to you is ended or reduced to the extent that your failure to notify us affects our liability. If you do notify us, or we learn of such matter, we may amend Schedule B, but we will not be relieved of liability already incurred.

2. Our liability is only to you, and others who are included in the definition of Insured in the Policy to be issued. Our liability is only for actual loss incurred in your reliance on this Commitment to comply with its requirements or to acquire the interest in the land. Our liability is limited to the amount shown in Schedule A of this Commitment and will be subject to the following terms of the Policy: Insuring Provisions, Conditions and Stipulations, and Exclusions.

Form 5017448-A (2/1/10) Page 2 of 12 T-7: Commitment for Title Insurance (Rev. 2-1-10)

Commitment For Title Insurance T-7

ISSUED BY

SCHEDULE A First American Title Insurance Company

Effective Date: January 10, 2013 at 8:00 a.m. GF No. NCS-585105-ORL

Commitment No. NCS-585105-ORL, issued February 19, 2013, at 8:00 a.m.

1. The policy or policies to be issued are:

(a) OWNER'S POLICY OF TITLE INSURANCE (Form T-1) (Not applicable for improved one-to-four family residential real estate) Policy Amount: $1,500,000.00 PROPOSED INSURED: Summit Place, LLC

(b) TEXAS RESIDENTIAL OWNER'S POLICY OF TITLE INSURANCE ONE-TO-FOUR FAMILY RESIDENCES (Form T-1R) Policy Amount: $ PROPOSED INSURED:

(c) LOAN POLICY OF TITLE INSURANCE (Form T-2) Policy Amount: $ PROPOSED INSURED: Proposed Borrower:

(d) TEXAS SHORT FORM RESIDENTIAL LOAN POLICY OF TITLE INSURANCE (Form T-2R) Policy Amount $ PROPOSED INSURED: Proposed Borrower:

(e) LOAN TITLE POLICY BINDER ON INTERIM CONSTRUCTION LOAN (Form T-13) Binder Amount: $ PROPOSED INSURED: Proposed Borrower:

(f) OTHER Policy Amount: $ PROPOSED INSURED:

2. The interest in the land covered by this Commitment is:

FEE SIMPLE, as to Tract 1 EASEMENT ESTATE, as to Tract 2

3. Record title to the land on the Effective Date appears to be vested in:

PARMENTER PC LAND, LLC, a Delaware limited liability company

4. Legal description of land:

See Exhibit "A" attached hereto and made a part hereof.

Form 5017448-A (2/1/10) Page 3 of 12 T-7: Commitment for Title Insurance (Rev. 2-1-10)

EXHIBIT "A"

TRACT 1: (Fee Simple)

BEING a 1.418 acre tract of land out of the Hiram Wilburn Survey, Abstract No. 1568 and being part of Park Central North Sector Development Center No. 1, an Addition to the City of Dallas, according to the Plat recorded in Volume 76216, Page 1514, of the Map Records of Dallas County, Texas, and lying in the City of Dallas Block 7731, Dallas County, Texas; said 1.418 acre tract of land being more particularly described by metes and bounds as follows:

BEGINNING at a set a 1/2 inch iron rod with G.A.I. cap for corner at the intersection of the West right-of-way line of Merit Drive (a 100 foot R.O.W.) and the new South right-of-way line of Interstate Highway No. 635 (a variable width R.O.W.), said point being the point of curvature of a non-tangent curve to the right, having a delta of 35 degrees 50 minutes 04 seconds, a radius of 75.00 feet and chord bearing and distance of South 17 degrees 07 minutes 17 seconds East, 46.14 feet;

THENCE Southeasterly, leaving said South right-of-way and following along said West right-of-way line and the arc of said non-tangent curve to the right, for a distance of 46.91 feet to a set 1/2 inch iron rod with G.A.I. cap for corner;

THENCE South 00 degrees 48 minutes 46 seconds West, along said West right-of-way line, for a distance of 268.65 feet to a set 1/2 inch iron rod for corner, said point being the Northeast corner of the 1.00 acre Texas Commerce Bank tract as recorded in Volume 78210, Page 1022, of the Map Records of Dallas County, Texas;

THENCE North 89 degrees 11 minutes 14 seconds West, leaving said West right-of-way line and following along the North line of said 1.00 acre tract, for a distance of 196.03 feet to a set 1/2 inch iron rod for corner, said point being the Northwest corner of said 1.00 acre tract and being in the East line of Park Central III tract, as recorded in Volume 72171, Page 2326, of the Map Records of Dallas County, Texas;

THENCE North 00 degrees 48 minutes 46 seconds East, along said East line of Park Central III for a distance of 321.36 feet to a set 1/2 inch iron rod with G.A.I. cap for corner, said point being in the said new South right-of- way line of Interstate Highway No. 635;

THENCE South 85 degrees 43 minutes 21 seconds East, leaving said East line, and following along said new South right-of-way line, for a distance of 90.40 feet to a set 1/2 inch iron rod with G.A.I. cap for corner;

THENCE South 87 degrees 05 minutes 28 seconds East, continuing along said new South right-of-way line, for a distance of 91.65 feet to the POINT OF BEGINNING and containing 61,768 square feet or 1.418 acres of land, more or less.

TRACT 2: (Easement Estate)

Non-Exclusive Easement Estate as created by Easement Agreement executed by and between SLT Realty Limited Partnership and Equitable Life Assurance Society of the United States, filed 02/06/1996, recorded in Volume 96026, Page 3429, Real Property Records, Dallas County, Texas.

Note: The Company is prohibited from insuring the area or quantity of the land described herein. Any statement in the above legal description of the area or quantity of land is not a representation that such area or quantity is correct, but is made only for informational and/or identification purposes and does not override Item 2 of Schedule B hereof.

Form 5017448-A (2/1/10) Page 4 of 12 T-7: Commitment for Title Insurance (Rev. 2-1-10)

Commitment For Title Insurance T-7

ISSUED BY

SCHEDULE B First American Title Insurance Company

EXCEPTIONS FROM COVERAGE

G.F. No. or File No. NCS-585105-ORL

In addition to the Exclusions and Conditions and Stipulations, your Policy will not cover loss, costs, attorney's fees, and expenses resulting from:

1. The following restrictive covenants of record itemized below (We must either insert specific recording data or delete this exception):

Item 1 of Schedule B is hereby deleted in its entirety.

2. Any discrepancies, conflicts, or shortages in area or boundary lines, or any encroachments or protrusions, or any overlapping of improvements.

3. Homestead or community property or survivorship rights, if any, of any spouse of any insured. (Applies to the Owner's Policy only.)

4. Any titles or rights asserted by anyone, including, but not limited to, persons, the public, corporations, governments or other entities,

a. to tidelands, or lands comprising the shores or beds of navigable or perennial rivers and streams, lakes, bays, gulfs or oceans, or

b. to lands beyond the line of the harbor or bulkhead lines as established or changed by any government, or

c. to filled-in lands, or artificial islands, or

d. to statutory water rights, including riparian rights, or

e. to the area extending from the line of mean low tide to the line of vegetation, or the rights of access to that area or easement along and across that area.

(Applies to the Owner's Policy only.)

5. Standby fees, taxes and assessments by any taxing authority for the year 2012, and subsequent years; and subsequent taxes and assessments by any taxing authority for prior years due to change in land usage or ownership, but not those taxes or assessments for prior years because of an exemption granted to a previous owner of the property under Section 11.13, Texas Tax Code, or because of improvements not assessed for a previous tax year. (If Texas Short Form Residential Loan Policy of Title Insurance (T- 2R) is issued, that policy will substitute "which become due and payable subsequent to Date of Policy" in lieu of "for the year 2012 and subsequent years.")

6. The terms and conditions of the documents creating your interest in the land.

7. Materials furnished or labor performed in connection with planned construction before signing and delivering the lien document described in Schedule A, if the land is part of the homestead of the owner. (Applies to the Loan Title Policy Binder on Interim Construction Loan only, and may be deleted if satisfactory evidence is furnished to us before a binder is issued.)

Form 5017448-A (2/1/10) Page 5 of 12 T-7: Commitment for Title Insurance (Rev. 2-1-10)

8. Liens and leases that affect the title to the land, but that are subordinate to the lien of the insured mortgage. (Applies to Loan Policy (T-2) only.)

9. The Exceptions from Coverage and Express Insurance in Schedule B of the Texas Short Form Residential Loan Policy of Title Insurance (T-2R). (Applies to Texas Short Form Residential Loan Policy of Title Insurance (T-2R) only). Separate exceptions 1 through 8 of this Schedule B do not apply to the Texas Short Form Residential Loan Policy of Title Insurance (T-2R).

10. The following matters and all terms of the documents creating or offering evidence of the matters (We must insert matters or delete this exception):

a. Rights of parties in possession and rights of tenants under any unrecorded leases or rental agreements. (May be amended or deleted upon execution of satisfactory affidavit with respect to parties in possession and tenants at closing.)

b. Rights, if any, of third parties with respect to any portion of the subject property lying within the boundaries of a public or private road. (May be amended or deleted upon approval of survey.)

c. All encumbrances, violations, variations, or adverse circumstances affecting Title that would be disclosed by an accurate and complete land survey of the Land, including, without limitation, all visible and apparent easements or uses and all underground easements or uses, the existence of which may arise by unrecorded grant or by use. (May be amended or deleted upon approval of survey.)

d. Limited or lack of access to road or highway abutting subject property as set forth in instrument filed 12/06/1999, recorded in Volume 99237, Page 1111, Real Property Records, Dallas County, Texas.

Form 5017448-A (2/1/10) Page 6 of 12 T-7: Commitment for Title Insurance (Rev. 2-1-10)

Commitment For Title Insurance T-7

ISSUED BY

SCHEDULE C First American Title Insurance Company

G.F. No. or File No. NCS-585105-ORL

Your Policy will not cover loss, costs, attorney's fees, and expenses resulting from the following requirements that will appear as Exceptions in Schedule B of the Policy, unless you dispose of these matters to our satisfaction, before the date the Policy is issued:

1. Documents creating your title or interest must be approved by us and must be signed, notarized and filed for record.

2. Satisfactory evidence must be provided that:

- no person occupying the land claims any interest in that land against the persons named in paragraph 3 of Schedule A,

- all standby fees, taxes, assessments and charges against the property have been paid,

- all improvements or repairs to the property are completed and accepted by the owner, and that all contractors, sub-contractors, laborers, and suppliers have been fully paid, and that no mechanic's, laborer's or materialmen's liens have attached to the property,

- there is legal right of access to and from the land,

- (on a Loan Policy only) restrictions have not been and will not be violated that affect the validity and priority of the insured mortgage.

3. You must pay the seller or borrower the agreed amount for your property or interest.

4. Any defect, lien or other matter that may affect title to the land or interest insured, that arises or is filed after the effective date of this Commitment.

5. With respect to item 2 of Schedule C above, the Company will not except in any policies to be issued pursuant to this commitment to 'Lack of a right of access to and from the land'.

6. Require Affidavit as to Debts and Liens and Parties in Possession executed by owner at or prior to closing.

7. In accordance with Section 11.008 of the Texas Property Code, all deeds and deeds of trust transferring an interest in real property to or from an individual and disclosing that individual's social security number or driver's license number must include the following notice on the top of the first page of the instrument in 12 point bold or uppercase font: NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER.

8. Additional exceptions and/or requirements may be added when Company is advised of the exact nature and details of the subject transaction.

9. Require satisfactory evidence of authority to act on behalf of record owner.

Form 5017448-A (2/1/10) Page 7 of 12 T-7: Commitment for Title Insurance (Rev. 2-1-10)

10. Deed of Trust, Security Agreement, Assignment of Rents, Fixture Filing and Financing Statement, from PARMENTER PC LAND, LLC, a delaware limited liability company, to JEFFREY GRANOFF, Trustee, dated 05/09/2012, filed 05/10/2012, recorded in cc# 201200135234, Real Property Records, Dallas County, Texas, securing CLAIRVUE CAPITAL PARTNERS I PF(1), LP, a Delaware limited partnership, in performance of the obligations as described therein.

11. The legal description in the Special Warranty Deed recorded in cc# 200600472898 contains an error with reference to Volume 78210, Page 1020, of the Map Records of Dallas County, Texas. Said map in actuality is recorded in Volume 78210, Page 1022. Company requires any legal description used in this transaction to contain the correct map reference.

Form 5017448-A (2/1/10) Page 8 of 12 T-7: Commitment for Title Insurance (Rev. 2-1-10)

Commitment For Title Insurance T-7

ISSUED BY

SCHEDULE D First American Title Insurance Company

Pursuant to the requirements of Rule P-21, Basic Manual of Rules, Rates and Forms for the Writing of Title Insurance in the State of Texas, the following disclosures are made:

1. The following individuals are directors and/or officers, as indicated, of the Title Insurance Company issuing this Commitment

UNDERWRITER: First American Title Insurance Company, a California Corporation.

Shareholder owning or controlling, directly or indirectly, ten percent or more of the shares of the Underwriter: First American Title Insurance Company is a wholly owned subsidiary of First American Financial Corporation, a public company formed in Delaware.

Directors: Dennis J. Gilmore and Timothy V. Kemp, Mark E. Seaton, Christopher M. Leavell, Jeffrey S. Robinson

Officers: President: Dennis J. Gilmore; Senior Vice President, Secretary: Timothy V. Kemp; and Chief Financial Officer: Max O. Valdes

2. The following disclosures are made by the Title Insurance Agent issuing this Commitment:

AGENT: First American Title Company, LLC

Shareholder, owner, partner or other person having, owning or controlling one percent (1%) or more of the Title Insurance Agent: FATCO Holdings, LLC 100%

Shareholder, owner, partner or other person having, owning or controlling ten percent (10%) or more of an entity that has, owns or controls one percent (1%) or more of the Title Insurance Agent: FATCO Holdings, LLC 100%

If the Title Insurance Agent is a corporation, the following is a list of the members of the Board of Directors: Managers: Curtis A. Caspersen, Chester C. Carmer III, Michael C. Savas.

If the Title Insurance Agent is a corporation, the following is a list of its officers: President: Chester C. Carmer III; Secretary, Michael C. Savas; Treasurer, Robin P. Gilroy

3. You are entitled to receive advance disclosure of settlement charges in connection with the proposed transaction to which this commitment relates. Upon your request, such disclosure will be made to you. Additionally, the name of any person, firm or corporation receiving a portion of the premium from the settlement of this transaction will be disclosed on the closing or settlement statement.

You are further advised that the estimated title premium* is:

Owner's Policy $______Loan Policy $______Endorsement Charges $______Other $______Total $______

Of this total amount $______(or ____ %) will be paid to the policy issuing Title Insurance Company; $______(or ______%) will be retained by the Title Insurance Agent; and the remainder of the estimated premium will be paid to other parties as follows:

Amount To Whom For Service

$______(or ______%) ______$______(or ______%) ______$______(or ______%) ______

"* The estimated premium is based upon information furnished to us as of the date of this Commitment for Title Insurance. Final determination of the amount of the premium will be made at closing in accordance with the Rules and Regulations adopted by the Commissioner of Insurance."

Form 5017448-A (2/1/10) Page 9 of 12 T-7: Commitment for Title Insurance (Rev. 2-1-10)

FIRST AMERICAN TITLE INSURANCE COMPANY

Commitment for Title Insurance Form (T-7)

DELETION OF ARBITRATION PROVISION (Not applicable to the Texas Residential Owner's Policy)

ARBITRATION is a common form of alternative dispute resolution. It can be a quicker and cheaper means to settle a dispute with your Title Insurance Company. However, if you agree to arbitrate, you give up your right to take the Title Company to court and your rights to discovery of evidence may be limited in the arbitration process. In addition, you cannot usually appeal an arbitrator's award.

Your policy contains an arbitration provision (shown below). It allows you or the Company to require arbitration if the amount of insurance is $2,000,000 or less. If you want to retain your right to sue the Company in case of a dispute over a claim, you must request deletion of the arbitration provision before the policy is issued. You can do this by signing this form and returning it to the Company at or before the closing of your real estate transaction or by writing to the Company. The arbitration provision in the Policy is as follows:

“Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association (“Rules”). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured, unless the Insured is an individual person (as distinguished from an Entity). All arbitrable matters when the Amount of Insurance is in excess of $2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction.”

______SIGNATURE DATE

Form 5017448-A (2/1/10) Page 10 of 12 T-7: Commitment for Title Insurance (Rev. 2-1-10)

Privacy Information We Are Committed to Safeguarding Customer Information In order to better serve your needs now and in the future, we may ask you to provide us with certain information. We understand that you may be concerned about what we will do with such information - particularly any personal or financial information. We agree that you have a right to know how we will utilize the personal information you provide to us. Therefore, together with our subsidiaries we have adopted this Privacy Policy to govern the use and handling of your personal information.

Applicability This Privacy Policy governs our use of the information that you provide to us. It does not govern the manner in which we may use information we have obtained from any other source, such as information obtained from a public record or from another person or entity. First American has also adopted broader guidelines that govern our use of personal information regardless of its source. First American calls these guidelines its Fair Information Values.

Types of Information Depending upon which of our services you are utilizing, the types of nonpublic personal information that we may collect include: • Information we receive from you on applications, forms and in other communications to us, whether in writing, in person, by telephone or any other means; • Information about your transactions with us, our affiliated companies, or others; and • Information we receive from a consumer reporting agency. Use of Information We request information from you for our own legitimate business purposes and not for the benefit of any nonaffiliated party. Therefore, we will not release your information to nonaffiliated parties except: (1) as necessary for us to provide the product or service you have requested of us; or (2) as permitted by law. We may, however, store such information indefinitely, including the period after which any customer relationship has ceased. Such information may be used for any internal purpose, such as quality control efforts or customer analysis. We may also provide all of the types of nonpublic personal information listed above to one or more of our affiliated companies. Such affiliated companies include financial service providers, such as title insurers, property and casualty insurers, and trust and investment advisory companies, or companies involved in real estate services, such as appraisal companies, home warranty companies and escrow companies. Furthermore, we may also provide all the information we collect, as described above, to companies that perform marketing services on our behalf, on behalf of our affiliated companies or to other financial institutions with whom we or our affiliated companies have joint marketing agreements.

Former Customers Even if you are no longer our customer, our Privacy Policy will continue to apply to you.

Confidentiality and Security We will use our best efforts to ensure that no unauthorized parties have access to any of your information. We restrict access to nonpublic personal information about you to those individuals and entities who need to know that information to provide products or services to you. We will use our best efforts to train and oversee our employees and agents to ensure that your information will be handled responsibly and in accordance with this Privacy Policy and First American's Fair Information Values. We currently maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information.

Information Obtained Through Our Web Site First American Financial Corporation is sensitive to privacy issues on the Internet. We believe it is important you know how we treat the information about you we receive on the Internet. In general, you can visit First American or its affiliates’ Web sites on the World Wide Web without telling us who you are or revealing any information about yourself. Our Web servers collect the domain names, not the e-mail addresses, of visitors. This information is aggregated to measure the number of visits, average time spent on the site, pages viewed and similar information. First American uses this information to measure the use of our site and to develop ideas to improve the content of our site. There are times, however, when we may need information from you, such as your name and email address. When information is needed, we will use our best efforts to let you know at the time of collection how we will use the personal information. Usually, the personal information we collect is used only by us to respond to your inquiry, process an order or allow you to access specific account/profile information. If you choose to share any personal information with us, we will only use it in accordance with the policies outlined above.

Business Relationships First American Financial Corporation's site and its affiliates' sites may contain links to other Web sites. While we try to link only to sites that share our high standards and respect for privacy, we are not responsible for the content or the privacy practices employed by other sites.

Cookies Some of First American's Web sites may make use of "cookie" technology to measure site activity and to customize information to your personal tastes. A cookie is an element of data that a Web site can send to your browser, which may then store the cookie on your hard drive. FirstAm.com uses stored cookies. The goal of this technology is to better serve you when visiting our site, save you time when you are here and to provide you with a more meaningful and productive Web site experience. ------Fair Information Values Fairness We consider consumer expectations about their privacy in all our businesses. We only offer products and services that assure a favorable balance between consumer benefits and consumer privacy. Public Record We believe that an open public record creates significant value for society, enhances consumer choice and creates consumer opportunity. We actively support an open public record and emphasize its importance and contribution to our economy. Use We believe we should behave responsibly when we use information about a consumer in our business. We will obey the laws governing the collection, use and dissemination of data. Accuracy We will take reasonable steps to help assure the accuracy of the data we collect, use and disseminate. Where possible, we will take reasonable steps to correct inaccurate information. When, as with the public record, we cannot correct inaccurate information, we will take all reasonable steps to assist consumers in identifying the source of the erroneous data so that the consumer can secure the required corrections. Education We endeavor to educate the users of our products and services, our employees and others in our industry about the importance of consumer privacy. We will instruct our employees on our fair information values and on the responsible collection and use of data. We will encourage others in our industry to collect and use information in a responsible manner. Security We will maintain appropriate facilities and systems to protect against unauthorized access to and corruption of the data we maintain. Form 50-PRIVACY (8/1/09) Page 1 of 1 Privacy Information (2001-2010 First American Financial Corporation)

Form 5017448-A (2/1/10) Page 11 of 12 T-7: Commitment for Title Insurance (Rev. 2-1-10)

Important Notice ISSUED BY First American Title Insurance Company

IMPORTANT NOTICE AVISO IMPORTANTE To obtain information or make a complaint: Para obtener informacion o para someter una queja:

You may call First American Title Insurance Company’s Usted puede llamar al numero de telefono gratis de First toll-free telephone number for information or to make a American Title Insurance Company’s para informacion o complaint at: para someter una queja al: 1-888-632-1642 1-888-632-1642

You may also write to First American Title Insurance Usted tambien puede escribir a First American Title Company at: Insurance Company:

1 First American Way 1 First American Way Santa Ana, California 92707 Santa Ana, California 92707

You may contact the Texas Department of Insurance to Puede comunicarse con el Departamento de Seguros de obtain information on companies, coverages, rights or Texas para obtener informacion acerca de companias, complaints at: coberturas, derechos o quejas al:

1-800-252-3439 1-800-252-3439

You may write the Texas Department of Insurance: Puede escribir al Departamento de Seguros de Texas:

P.O. Box 149104 P.O. Box 149104 Austin, TX 78714-9104 Austin, TX 78714-9104 Fax: (512) 475-1771 Fax: (512) 475-1771 Web: http://www.tdi.state.tx.us Web: http://www.tdi.state.tx.us E-mail: [email protected] E-mail: [email protected]

PREMIUM OR CLAIM DISPUTES: DISPUTAS SOBRE PRIMAS O RECLAMOS: Should you have a dispute concerning your premium or Si tiene una disputa concerniente a su prima o a un about a claim you should contact First American Title reclamo, debe comunicarse con el First American Title Insurance Company first. If the dispute is not resolved, you Insurance Company primero. Si no se resuelve la disputa, may contact the Texas Department of Insurance. puede entonces comunicarse con el departamento (TDI).

ATTACH THIS NOTICE TO YOUR POLICY: UNA ESTE AVISO A SU POLIZA: This notice is for information only and does not become a Este aviso es solo para proposito de informacion y no se part or condition of the attached document. convierte en parte o condicion del documento adjunto.

Form 50-TXNOTICE (11-1-09) Page 1 of 1 Mandatory Complaint Notice (11-1-09) Texas

Form 5017448-A (2/1/10) Page 12 of 12 T-7: Commitment for Title Insurance (Rev. 2-1-10)

2013 HTC Full Application

Part 2 Tab 10

Supporting Documents: HOME Site and Neighborhood Standards

NA 2013 HTC Full Application

Part 2 Tab 11

Scattered Site Information SCATTERED SITE INFORMATION

If the Development consists of more than one site, fill this information out completely. A legal description identifying the lot, block and subdivision or a metes and bounds should be included behind the Site Control documentation.

Bldg Type Site 11-Digit Census No. of Units Address (Street Number and Name) Acres (SFR, 2plex, Contract Grantor Contract Grantee # Tract Number on this Lot etc.) 1 NA 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60

Texas Department of Housing Community Affairs - Multifamily Uniform Application (December 2010) 2013 HTC Full Application

Part 2 Tab 12

Elected Officials

Elected Officials Form

Per guidance from Jean Latsha, this form lists only those changes in elected officials from the form submitted at preapplication (and does not repeat all elected officials). In addition, for changes to the state senator and/or state representative, the following forms list the current elected official while the forms at preapplication listed the elected official that was in office prior to January 8, 2013, even though both the prior and the current elected official was notified around that date in accordance with the TDHCA preapplication requirements. This was because the new legislature began on January 8, 2013. Elected Officials

Elected officials were identified in the Pre-Application, and there have been no changes. (If box above is checked, these forms may be left BLANK.)

No Support, opposition, or neutral letter(s) are included behind this tab.

Please identify all elected officials which represent the Development Site.

Pete Sessions 32 ** US Representative District

John Carona 16 Jason Villalba 114 State Senator District State Representative District

Support Letter Support Letter

City Mayor County Judge

School Superintendent District Name Email

Address City Zip

Presiding officer of Board of Trustees Email

Address City Zip

** While Applicants are not required to notify US Representatives, the Department is required to notify these elected officials. Therefore, Applicant must identify the appropriate US Representative of the district containing the Development. Elected Officials (Continued)

District/Precinct Email or Phone

District/Precinct Email or Phone Elected Officials (Continued)

District/Precinct Email or Phone

District/Precinct Email or Phone 2013 HTC Full Application

Part 2 Tab 12

Support Letters from Elected Officials

In Process 2013 HTC Full Application

Part 2 Tab 13

Neighborhood Organizations

Identify all Neighborhood Organizations Applicant is aware of and any identified by the local elected official.

x Organizations were identified in the Pre-Application, and there have been no changes. (If above is checked, these forms may be left BLANK) 1. NA Name of Organization Contact Name

Address City

Zip Phone Fax or Email

2. Name of Organization Contact Name

Address City

Zip Phone Fax or Email

3. Name of Organization Contact Name

Address City

Zip Phone Fax or Email

4. Name of Organization Contact Name

Address City

Zip Phone Fax or Email

5. Name of Organization Contact Name

Address City

Zip Phone Fax or Email

6. Name of Organization Contact Name

Address City

Zip Phone Fax or Email 2013 HTC Full Application

Part 2 Tab 14

Certification of Notifications

CERTIFICATION OF NOTIFICATIONS (ALL PROGRAMS)

Pursuant to §10.203 of the Uniform Multifamily Rules, evidence of notifications includes this sworn affidavit, and the Elected Officials and Neighborhood Organizations Forn1s. All Applicants, or persons with signing authority, must complete either Part 1 or Part 2 below:

Part 1. lA Pre·Appllcatlon (competitive HTC only} WAS submitted: II) I (We) certify that: [!] The pre·application included evidence of these notifica tions pursuant to §10.203 of the Uniform Multifamily Rul es, the pre-application met all threshold requirements, and no additional notifications were required with this full application. Q&

The pre·application for this full Application met all threshold requirements, but all required entities were re· notified as required by §10.203 because a D change of an elected official occurred between pre-application and Appllcation. A5. applicable, all changes in the Application have been made on the fleeted 0//iclols ond/or Neighborhood Organlzotlons Form(s}. I (we) certify that the notifications are not older than 3 months from the first day of the Application Acceptance Period for Competitive HTC Applications and not older than three (3) months prior to the date Parts Sand 6 of the Application are submitted for Tax Exempt Bond Developments, and not older than three (3) months prior to the date the Application Is submitted for all other Applications, as required under §10.203 of the Uniform Multifamily Rule s.

Part 2. lA Pre·Applicatlon WAS NOT submitted or did not satisfy the Department's review of Pre-Application threshold:

0 I (We) certify that all required requests for Neighborhood Organizations pursuant to §10.203 of the Uniform Multifamily Rules, were made in the format required In the Neighborhood Organization Req ues t template by January 18, 2013 for Competitive HTC Applications, or no later than 14 days prior to the submission of the Threshold documentation for all other Applications. 0 I (We) certify that: [] No reply letter was received from the local elected officials by February 22, 2013 for Competitive HTC Applications (or 7 days prior to the submission of the Application for all other Applications), and/or D A response was received from the local elected officials by February 22, 2013, (or for HOME, Housing Trust Fund, Tax Exempt Bond and Rural Rescue Developments by 7 days prior to sub minion of the Application) and the response indicated that the local elected officials know of no neighborhood organizations, and/or

A response was received from the local elected officials on or before February 22, 2013, (or for HOME, Housing Trust Fund, Tax Exempt Bond and Rural D Rescue Developments by 7 days prior to submission of the Appllcation) and I have notified those neighborhood organizations as required by and §10.203 of the Uniform Multifamily Rules and/or other applicable Rules, and/or

I have kn owledge of other neighborhood organizations on record with the city, state or county whose boundaries contain the proposed Development D Si le and have notified those neighborhood organizations as required by §10.203 of the Multifamily Uniform Rules, and/or

D I know of no neighborhood organizations within whose boundaries the Development is proposed t o be located and/or 0 The local elected officials referred to me (us) to another source, and I (we) requested neighborhood organizations from that source. If a res ponse was received, those neighborhood organizations were notified as required by §10.203 of the Multifamily Uniform Rules; and CERTIFICATION OF NOTIFICATIONS (All PROGRAMS) (cont.)

Part 2. (continued)

0AIIneighborhood organizations that were notified are correctly listed on the Neighborhood Organizations Form and all notifications were made in the format provided in the template, Public Notifications Format (Written).

0 1 (We) certify that, in addition to all of the required neighborhood organizations, the following entitles were notified in accordance with §10.203 of the Multifamily Uniform Rules. The notifications were in the format provided In the template, Public Notlficotlons Format (Written). All of the following entitles were notified and are correctly listed on the Neig/1borhood Orgon/zotions Form:

Superintendent of the school district containing the Development; Presiding officer of the board of trustees of the school district containing the Development; Mayor of any municipality containing the Development; All elected members of the Governing Body of any municipality containing the Development; Presiding officer of the Governing Body of the county containing the Development; All elected members of the Governing Body of the county containing the Development; State senator of the diwlct containing the Development; and State representative of the district containing the Development.

0 While not required to be submitted in this Application, I have kept evidence of all notifications made and this evidence may be requested by the Department at any time during the Application review.

0 1 (We) certify that the notifications are not older than 3 months from the first day of the Application Acceptance Period for Competitive HTC or not older than 3 months from the date of Parts 5 and 6 submission for all other Applications as required under §10.203.

Part 3. !Applicant must certify to the following (competitive HTC only): [!] 1(We) certify that no Neighborhood Organizations exist for which this Application would be eligible to receive points under §11.9(d)(l) of the QAP.

By:

Mitchell M. Friedman Printe1 Name ~bt!Jz ~ bate My ~~~isslon expires

I, the undersigned, a Notary Public in and for said County and State, do hereby certify that name Is signed to the foregoing statement, and who Is known to be one In the same, has acknowledged before me on this date, that being Informed of the contents of this statement, executed the same voluntarily on the date same foregoing statement bears.

GIVEN UNDER MY HAND AND SEAL OF OFFICE this :!Q/3

NOTARY PUBLIC-STATE OF FLORIDA ,...... Lisa M. Gonzalvo ~ W 1Commission # EE040668 ~--~/Expire s: NOV. 08, 2014 llO~DED THRU ATLA>'iTlC BO~lliSG co.,11'C 2013 HTC Full Application

Part 3 Tab 15

Development Narrative Development Narrative

1. The proposed Development is: (Check all that apply) Yes New Construction No Rehabilitation Including Acquisition? No Reconstruction # of Units Demolished: # of Units Reconstructed: No Adaptive Reuse Previous use of Buildings (i.e. Hotel, or school) No Additional Phase to existing development TDHCA# No Scattered Site Number of Non-Contiguous Sites: Number of Census tracts:

2. The Target Population will be: General Unit Composition Type of Unit # of Designated Units % of Total Units in Development Migrant Farm Workers 0% Victims of Domestic Violence 0% Persons with Disabilities 0% Homeless Populations 0% Persons with alcohol and/or drug addictions 0% Persons with HIV/AIDS 0% Colonia Resident 0% Other: Special Needs as defined by TDHCA 5 5% NOTE: The population percentages above are anticipated at the time of Application submission and the Applicant will not be held to this representation long-term, unless required by TDHCA Program rules and federal Regulations.

3. Staff Determinations regarding definitions of development activity obtained? If a determination under §10.3(b) of the Uniform Multifamily Rules was made prior to Application submission, provide a copy of such determination behind this form.

4. Narrative Briefly describe the proposed Development, including any relevant information not already identified above. The proposed project is a 98 unit new construction family mid-rise development, located on a 1.42 acres site at the SWC of Merit Dr. and Hwy 635.

The development will be a mid-rise, elevator served, interior hallway building with one, two, and three bedroom units. There will be one building on the site which will house the clubhouse and leasing space as well as the residential units. There will also be an above ground parking structure on the site. 5. Funding Request: Complete the table below to describe this Application's funding request. Department Funds If funds will be in the form of a Direct Loan by the Department or for applying for with this Requested Amount Private Activity Bonds, the terms will be: Application Interest Rate (%) Amortization (Years) Term (Years) TDHCA HOME CHDO Operating Expense Housing Tax Credits $ 1,487,000

Private Activity Mortgage Revenue

Neighborhood Stabilization Program

6. Set-Aside (For Competitive HTC & HOME Applications Only) Identify any and all set-asides the application will be applying under. Set-Asides can not be added or dropped from pre-application to full Application for Competitive HTC Applications. Competitive HTC Only HOME Only At-Risk Non-Profit USDA CHDO Persons w/Disabilities

By selecting the set-aside above, I, individually or as the general partner(s) or officers of the Applicant entity, confirm that I (we) are applying for the above-stated Set-Aside(s) and Allocations. To the best of my (our) knowledge and belief, the Applicant entity has met the requirements that make this Application eligible for this (these) Set-Aside(s) and Allocations and will adhere to all requirements and eligibility standards for the selected Set-Aside(s) and Allocations.

7. Previously Awarded State and Federal Funding Has this site/activity previously received or applied for TDHCA funds? No If "Yes" Enter Project Number: NA and TDHCA funding source: NA Has this site/activity previously received non-TDHCA federal funding? No Will this site/activity receive non-TDHCA federal funding for costs described in this Application? No

8. Qualified Low Income Housing Development Election

Pursuant to §42(g)(1)(A) & (B), the term “qualified low income housing development” means any project or residential rental property, if the Development meets one of the requirements below, whichever is elected by the taxpayer.” Once an election is made, it is irrevocable. Select only one: At least 20% or more of the residential units in such development are both rent restricted and occupied by individuals whose income is 50% or less of the area median gross income, adjusted for family size. x At least 40% or more of the residential units in such development are both rent restricted and occupied by individuals whose income is 60% or less of the median gross income, adjusted for family size. 2013 HTC Full Application

Part 3 Tab 16

Development Activities

Self Score Total: 109 1. Common Amenities (ALL Multifamily Applications §10.101(b)(5)) 98 # of Units must qualify for 10 Points x Development will provide sufficient common amenities to qualify for the number of points indicated above, pursuant to §10.101(b)(5).

2. Unit Requirements (ALL Multifamily Applications §10.101(b)(6)(A) and (B)) A. Unit Sizes x Development is New Construction or Reconstruction and will meet the minimum Unit Size requirements: Five hundred (500) square feet for an Efficiency Unit Six hundred (600) square feet for a One Bedroom Unit Eight hundred (800) square feet fro a Two Bedroom Unit One thousand (1,000) square feet for a Three Bedroom Unit One thousand, two-hundred (1,200) square feet for a Four Bedroom Unit OR; Development is proposing Rehabilitation (excluding Reconstruction) or Supportive Housing, and does not adhere to the size requirements above.

B. Unit Amenities Application is a Tax Exempt Bond Development and will meet a minimum of seven (7) points. Application is HOME only or other Department Direct Loan and will meet a minimum of four (4) points. x Application is a Competitive HTC Development and will select applicable points in Part 5 below. ** Rehabilitation Developments will start with a base score of three (3) points and Supportive Housing Developments will start with a base score of five (5) points.**

3. Tenant Supportive Services (All Multifamily Applications §10.101(b)(7)) Application is a Tax Exempt Bond Development and will meet a minimum of eight (8) points. Application is HOME only or other Department Direct Loan and will meet a minimum four (4) points. x Application is a Competitive HTC Development and will select applicable Tenant Services in Part 8 below.

4. Development Accessibility Requirements (ALL Multifamily Applications §10.101(b)(8)) x Development will meet all specifications and accessibility requirements reflected in the Certification of Development Owner form pursuant to §10.101(b)(8) of the Uniform Multifamily Rules.

5. Size and Quality of Units (Competitive HTC Applications only) x Development meets the minimum size requirements identified below 7 i. five-hundred-fifty (550) square feet for an Efficiency Unit; ii. six-hundred-fifty (650) square feet for a one Bedroom Unit; iii. eight-hundred-fifty (850) square feet for a two Bedroom Unit; iv. one-thousand-fifty (1,050) square feet for a three Bedroom Unit; and v. one-thousand, two-hundred-fifty (1,250) square feet for a four Bedroom Unit. x Specific amenities and quality features will be provided in every Unit at no extra charge to the tenant; Development 7 will maintain the points selected and associated with those amenities Development Activities (Continued) Self Score Total: 109 6. Income Levels of Tenants (Competitive HTC Applications only) 38 Total Number of Units at 50% or less of AMGI 8 Number of 30% Units used to score points under 11.9(c)(2) 30 Number of Units at 50% or less of AMGI available to use for points under 11.9(c)(1) 40.00% Percentage used for calculation of eligible points under 11.9(c)(1) Mark only one box below: x Development is located within a Non-Rural Area of the Dallas, Fort Worth, Houston, San Antonio or Austin MSA; or 15

Developments proposed in all other areas. 0 Total Score Claimed: 15

7. Rent Levels of Tenants (Competitive HTC Applications only) Mark only one box below: At least 20% of all low-income Units at 30% or less of AMGI for Supportive Housing Developments qualifying under the 0 Nonprofit Set-Aside only.

x Development is located in an urban and at least 10% of all low income units are at 30% or less of AMGI; or 9

Development is located in a Rural Area and 7.5% of all low income Units are at 30% or less of AMGI; or 0

At least 5% of all low-income Units at 30% or less of AMGI 0 Total Score Claimed: 9

8. Tenant Services (Competitive HTC Applications only) Development will provide a combination of supportive services as identified in §10.101(b)(7) and those services will be recorded in the Development's LURA. Supportive Housing Development qualifying under the Nonprofit Set-Aside; or 0 x All other Developments. 8 Total Score Claimed: 8

9. Tenant Populations with Special Housing Needs (Competitive HTC Applications only) x At least 5% of the Units are set aside for Persons with Special Needs as identified in §11.9(c)(7) of the QAP. 2

10. Pre-Application Participation (Competitive HTC Applications only) x Development is requesting Pre-Application Points 6

11. Extended Affordability or Historic Preservation (Competitive HTC Applications only) Mark only one box below: x Development will maintain a 35 year Affordability Period. 2 Application proposing the use of historic (rehabilitation) tax credits, and has included supporting documentation 0 behind this tab that at least one building will qualify for historic tax credits. Total Score Claimed: 2

12. Right of First Refusal (Competitive HTC Applications only) x Development Owner agrees to provide a Right of First Refusal to purchase the Development upon or following the end 1 of the Compliance Period.

13. Development Size (Competitive HTC Applications only) Development is proposed to be 50 total HTC Units or less and the original Application reflects a Funding Request of 0 Housing Tax Credits of $500,000 or less. 2013 HTC Full Application

Part 3 Tab 17

Acquisition and Rehab Information

2013 HTC Full Application

Part 3 Tab 18

Occupied Rehab Developments

NA 2013 HTC Full Application

Part 3 Tab 19

Architectural Drawings

Architectural Drawings Must be Submitted Behind this Tab x Site Plan which; x includes a unit and building type table matrix that is consistent with the Rent Schedule and Building/Unit Configuration forms. x identifies all residential and common buildings x clearly delineates the flood plain boundary lines and shows all easements x if applicable, indicates possible placement of detention/retention pond(s); and x indicates the location of parking spaces x Building Floor Plans x Unit Floor Plans for each type of Unit x Elevations for each building type and must include: x a percentage estimate of the exterior composition x proposed roof pitch NA Photos of building elevations (for Rehab and Adaptive Reuse developments that will not alter the unit configuration. ELEVATED HIGHWAY ------

-~-~-~-~-~-~~-~-~~-~-~-~-~-~-~-~------~~-~==~~~======~~~~~===~~==----~~------~~~~ ------ ~~~------CD LBJ FREEWAY >

------0 .c , ------.. ! 118'-Q" ------/" I ' \------l 0 / I ·~-,~~" \ I I ___\ I \\ \ \ I "I I PARKING SUMMARY: 0 - -- - \ I I I --, - \ I I I (~-,, \ \ \ \ \ I I SURFACE ~------_r------~ I \ \ \ I I "' I I --, I I SURFACE 19 I I " I I I I HC 2 "' I I ~ - 1 I ri I I I 0 L------l I I • I I I I ,. I @"' I I I •• I I I I I l ~ I I I 1 '-- / I UPPER LEVEL GARAGE STRUCTURE I I I I I / I I I I ' / I I v I ,------J I I I ' I STANDARD 71 \ I I I .J I I I I COMPACT 14 , __ _j I I I I I " I HC 2 I I I I I I"' I'" I 2 I I 1------. ~ II I~ I ~ I I LOWER LEVEL GARAGE STRUCTURE I ' I I I \ : ~ :~ I I I I 0 II I" I N 1, I STANDARD 69 I I I I I~ I I I COMPACT 14 I I I I I L ---i I \ HC 2 I I I I I = I en 'd I I ,--J I I I I 00 1 I I m - I I TOTAL 193 N I I I ~ I I I / I I / l j ~------~ / "' ~------~ I I :SITE NOTES I I I F======~ LOWER LEVEL PARKING I I ., I I 1. SITE IS 1.42 ACRES ------l I~~ I I SITE CONTAINS NO PART OF A FLOOD PLAIN I r ' 1 I 2. I I 1 I I 3. All ONSITE CONSTRUCTION SHOWN IS I I I I I I NEW CONSTRUCTION I I I I I I 4. REFER TO BUILDING SUMMARY ON 10 I I I I I I FOLLOWING PAGE FOR UNIT MIX AND SIZE I I I I I I TABULA TION. I I I I , ~ I I \ I 5. BUILDING CONTAINS BOTH RESIDENTIAL I ~ I \ w I I I r- 1 I \ ;;:: I \ I I AND COMMON AREA SPACE I I I a:: I \ I 1~------~ N I Q m I I I I 1- I I 0:: I ----~--- _-_-_-_-- _--_-_-__- __J_--- . - J I I w I i I I I :::!! I I I I I I l ______/ I I I I I I I I I I I \ I I ~ li I / " I ' "-- -~ \ ' ' '- I ------~- '------l '---' ' '------~------I I I

5Gstudlo_collaborative,5G lie. Summit Place - Site Plan - Semi-Basement Scale: 1" = 50'-0" Summit Place_ LBJ Freeway and Merit Dr. I Dallas, TX 800 Jackson St. #500 Dallas, Tx 75202 ------ELEVATED HIGHWAY ------

.. LBJ FREEWAY > 118'-Q" 0 ..

0 !~------~ u I PARKING SUMMARY: 0

SURFACE SURFACE 19 HC 2 ,. UPPER LEVEL GARAGE STRUCTURE

STANDARD 71 COMPACT 14 HC 2

2 LOWER LEVEL GARAGE STRUCTURE

STANDARD 69 COMPACT 14 HC 2

=I 00 TOTAL 193 =N

I I SITE NOTES : PROPOSEDI UPPER LEVEL PARKING 1 CURBCUTI 1. SITE IS 1.42 ACRES .. I I I 2. SITE CONTAINS NO PART OF A FLOOD PLAIN I 3. ALL ONSITE CONSTRUCTION SHOWN IS I NEW CONSTRUCTION I 4. REFER TO BUILDING SUMMARY ON I FOLLOWING PAGE FOR UNIT MIX AND SIZE 10 I I TABULATION. I 5. BUILDING CONTAINS BOTH RESIDENTIAL I AND COMMON AREA SPACE. I I I LEVEL NOTES ~ MIN. 9'-0" CEILING HEIGHT TOTAL= 0 N.R.A PORCH/PATIO AREA = 1,150 SF COMMON AREA = 3,565 SF ENCLOSED CORRIDOR AREA= 1,437 SF 5G Summit Place- Level 01 Scale: 1" = 50'-0" 5Gstudio_collaborative, lie. Summit Place _ LBJ Freeway and Merit Dr. I Dallas, TX 800 Jackson St. #500 Dallas, Tx 75202 ID > '" 101'-0" 0 LBJ FREEWAY '"

0 u

PARKING SUMMARY: 0

SURFACE SURFACE 19 HC 2

UPPER LEVEL GARAGE STRUCTURE

STANDARD 71 COMPACT 14 HC 2

LOWER LEVEL GARAGE STRUCTURE w a:> STANDARD 69 0 COMPACT 14 I I HC 2 ii: 0 l=n w I • I :!l O'l -,...... Lr) TOTAL 193 N Lr) N

SITE NOTES

1. SITE IS 1.42 ACRES 2. SITE CONTAINS NO PART OF A FLOOD PLAIN 3. ALL ONSITE CONSTRUCTION SHOWN IS NEW CONSTRUCTION I I 4. REFER TO BUILDING SUMMARY ON I I FOLLOWING PAGE FOR UNIT MIX AND SIZE I I TABULATION. • I I "'fll 5. BUILDING CONTAINS BOTH RESIDENTIAL -.,tJ I AND COMMON AREA SPACE <.Cjl I I I I I LEVEL NOTES I I I K ROOF BELOW I I I MIN. 9'-0" CEILING HEIGHT I I TOTAL= 16,500 N.R.A I ! I TERRACE AREA= 6,300 SF I. L...... J u-·--·--·--·--·--· COMMON AREA= 1,730 SF ENCLOSED CORRIDOR AREA= 2, 791 SF 136'-11"

Summit Place - Level 02 Scale: 1" = 50'-0" 5Gstudio_collaborative, lie. Summit Place _ LBJ Freeway and Merit Dr. Dallas, TX 800 Jackson St. #500 I Dallas, Tx 75202 ID >

101'-0" '" LBJ FREEWAY 0 0 '" 0 ·----~ ~---· - ~ -/ \ ,--.. u \ I \ \ '. PARKING SUMMARY: =~=::=. ----~ :::----+----'-~--\_-:-_-::c_..__j,, \ \ 0 0-- 7------\ ----';'- ,- t 'T \ \ \ \ \ \ \ \ I I . SURFACE SURFACE 19 HC 2

UPPER LEVEL GARAGE STRUCTURE

STANDARD 71 COMPACT 14 I :5'-o" 1 I HC 2 I le; lit Iii il LOWER LEVEL GARAGE STRUCTURE : ~ II I~ w lb > STANDARD 69 iIl I - a: • ...j 0 COMPACT 14 ~ 1- HC 2 ~I a: I = w It :!l - I I I ~I 193 40' -7" ~I TOTAL I I I I I I I SITE NOTES I I I I I 1. SITE IS 1 ,42 ACRES I I I 2. SITE CONTAINS NO PART OF A FLOOD PLAIN I 3, ALL ONSITE CONSTRUCTION SHOWN IS I I NEW CONSTRUCTION I 4. REFER TO BUILDING SUMMARY ON I I FOLLOWING PAGE FOR UNIT MIX AND SIZE I TABULATION. ":ql 5, BUILDING CONTAINS BOTH RESIDENTIAL II -..q~ AND COMMON AREA SPACE

I = I MIN. 9'-0" CEILING HEIGHT I

Summit Place - Level 03-06 Scale: 1" = 50'-0" 5Gstudio_collaborative, lie. Summit Place _ LBJ Freeway and Merit Dr. I Dallas, TX 800 Jackson St. #500 Dallas, Tx 75202 CD > BUILDING SUMMARY- SUMMIT PLACE .. 0 BUILDING CONFIGURATION BY LEVEL" UNIT AREA"" BUILDING AREA -" LEVEL .. A1 81 C1 A1 81 C1 TOTALN.RA- UNITS/ ENCLOSED G.S.F./ LEVEL CORRIDOR AREA BLDG 0 1 1,437 5,375 "I 2 6 9 3 750 950 1150 16,500 18 2,791 22,092 0

3 6 10 4 750 950 1150 18,600 20 2,525 22,187

4 6 10 4 750 950 1150 18,600 20 2,525 22,187

5 6 10 4 750 950 1150 18,600 20 2,525 22,187

6 6 10 4 750 950 1150 18,600 20 2,525 22,187

TOTALS 30 49 19 A1 81 C1 90,900 98 14,328 116,135

NOTES

" APARTMENT BUILDINGS CONTAIN 6 STORY, SEE BUILDING PLANS AND ELEVATIONS. NET RENTABLE AREA {TDHCA) IS THE UNIT SPACE THAT IS AVAILABLE EXCLUSIVELY TO THE TENANT AND IS HEATED & COOLED BY A MECHANICAL HVAC SYSTEM. NRA IS MEASURED TO THE OUTSIDE OF THE STUDS OF A UNIT OR TO THE MIDDLE OF WALLS IN COMMON WITH OTHER UNITS. NRA DOES NOT INCLUDE COMMON HALLWAYS, STAIRWELLS, ELEVATOR SHAFTS, JANITOR CLOSETS, ELECTRICAL CLOSETS, BALCONIES, PORCHES, PATIOS, OR OTHER AREAS NOT ACTUALLY AVAILABLE TO THE TENANTS FOR THEIR FURNISHINGS.

TOTAL DWELLING UNITS= 98 TOTAL PARKING SPACES= 193

UFAS/IBC HANDICAP UNITS SUMMARY

MOBILITY, HEARING & VISUAL 5%x98 = 5 UNITS LABELED HC UNIT ON PLANS

HEARING & VISUAL 2% x 98 = 2 UNITS LABELED HV UNITS ON PLANS

5Gstudlo_collaborative, lie. Summit Place_ LBJ Freeway and Merit Dr. I Dallas, TX Summit Place - Building Summary 800 Jackson St. #500 Dallas, Tx 75202

, ; 298'-9" I! .!1 -"' -,;;"' :i! ,;

":--. ---ToplfPnpet=1115'-8' I -:.,. .. ~r--t------~~~~~~~~~~ > ~t--}------~~tst7~tfsdtttf:~====~~~~f1Ztf7~~~7f~~7f?b~1t~~1r~7f~~~~~~±+*S~~f7~~~~~~~&s~~P+~~ ---T"'IfUnb=1Tf-O" .. 0 -" ---LMI07•111W" ..

'b 0 I ---LM06=152'-0" u i5 I 0 , ---LM05=141'-0" .. .. ---Levd04=130'-(J' (!)

,.;"' ---LM03=11W-O" iii @ ':o I ---Upperl'ntng =1118'-8"

·~·· GIIU'd=100'-0" ---LQwetPntng=llli'-0"

WEST ELEVATION

150'-B" 1J6'-11"

BUILDING

BULDINCliETRENTASl.f.MEA•III,IDDIF CCRRJIXR FACE /llffA =t4,3a -T"'Dflki8•174'-ll' MIU-~CBLJ«ll

1\E I'ROPOIBl ROOF Pf1Qt RlR THE 91«1£1'L YAQ(FJOG smEIIIJIWJ. ---.LMI07= 16W BENit ..~114"PBIFOOT.

EXTERIOR MATERIAL INDEX

ELEVATION SnJCCO(%) BRICK(%)

NORTH 93% 7% ----Lelei~=141'-G' EAST 95% 5% SOUTl-1 94% 6% WEST 95% 5% -t.MI04=1ll'-G' BUILDING TOTAL 95% 5%

AU. EXTERIOR FINISH MATERIALS ARE MASONRY PER TDHCA

SOUTH ELEVATION

5Gstudio _collaborative,5G lie. Summit Place_ LBJ Freeway and Merit Dr. Dallas, TX Summit Place - Building Elevations Scale: 1/32" =1 '-0" 800 Jackson St. #500 I Dallas, Tx 75202 s t u d i o _ c o l l a b o r a t i v e , l l c. All rights reserved 5 G

M.BED LIVING 2013,

~ ~ 0 c

r-- DINING 1 (X) ~ N

ENTRY ~

26'-5"

~ A1

1 BEDROOM/1 BATH

MIN.9'-0 .. CEILINGHT.

UNITAREA: 750 SF NRA

5G 5Gstudio_collaborative, llc. Summit Place _ LBJ Freeway and Merit Dr. Dallas, TX Summit Place - One Bedroom - A1 Scale: 1/8" = 1'-0" 800 Jackson St. #500 Dallas, Tx 75202 LIVING s t u d i o _ c o l l a b o r a t i v e , l l c. All rights reserved BED1 ~ BED2 ~ ~ 5 G 2013,

0 c

rn I --- en N DINING ~

ENTRY ~

32'- 8" 81

2 BEDROOM/2 BATH

MIN.g•.Q" CEILING HT.

UNITAREA: 950 SF NRA

5G 5Gstudio_collaborative, llc. Summit Place _ LBJ Freeway and Merit Dr. Dallas, TX Summit Place - Two Bedroom - B1 Scale: 1/8" = 1'-0" 800 Jackson St. #500 Dallas, Tx 75202 LIVING BED M.BED ~ ~ ~ s t u d i o _ c o l l a b o r a t i v e , l l c. All rights reserved 5 G 2013, b~~Njl 0 c •ro I en N DINING ~

BED ~

39'- o" C1

3 BEDROOM/2 BATH

MIN.g•-0" CEILING HT.

UNITAREA: 1150 SF NRA

5G 5Gstudio_collaborative, llc. Summit Place _ LBJ Freeway and Merit Dr. Dallas, TX Summit Place - Three Bedroom - C1 Scale: 1/8" = 1'-0" 800 Jackson St. #500 Dallas, Tx 75202 2013 HTC Full Application

Part 3 Tab 20

Building/Unit Type Configuration

BUILDING/UNIT TYPE CONFIGURATION

Unit types should be entered from smallest to largest based on "# of Bedrooms" and "Sq. Ft. Per Unit." "Unit Label" should correspond to the unit label or name used on the unit floor plan. "Building Label" should conform to the building label or name on the building floor plan. The total number of units per unit type and totals for "Total # of Units" and "Total Sq Ft. for Unit Type" should match the rent schedule and site plan. If additional building types are needed, they are available by un-hiding columns Q through AA.

Specifications and Amenities Building Configuration (Check all that apply): Single Family Construction SRO Transitional (per §42(i)(3)(B)) Duplex Duplex Scattered Site Fourplex x > 4 Units Per Building Townhome Townhome Development will have (check all that apply): x Fire Sprinklers x Elevators 2 # of Elevators Wt. Capacity Parking (consistent with Architectural Drawings): Number of Shed or Flat Roof Carport Spaces Number of Detached Garage Spaces Number of Attached Garage Spaces 21 Number of Uncovered Spaces 172 Number of Structured Parking Garage Spaces Floor & Wall Compositions: 94 % Carpet/Vinyl/Resilient Flooring 9 Ft. Ceilings 6 % Ceramic Tile % other Describe: Total # of Residential Building Label A Buildings Number of Stories 7 Unit Type Number of Buildings 1 1 Total # of Unit Label # of Bedrooms # of Baths Sq. Ft. Per Unit Number of Units Per Building Units Total Sq Ft for Unit Type 1 BR 1 1 750 30 30 22,500 2 BR 2 2 950 49 49 46,550 3 BR 3 2 1,150 19 19 21,850 ------Totals 98 ------98 90,900

Net Rentable Square Footage from Rent Schedule 90,900

Interior Corridors (elevator served, Supp. Hsg. [see QAP §11.9(e)(2)]) 14,328 Total Interior Corridor Per Building Label 14,328 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 14,328 Common Area (Supportive Housing buildings [see QAP §11.9(e)(2)]) Total Common Area Per Building Label 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 - Total square footage outside NRA 14,328 Total Common Area used in Cost per Square Foot calculation for Supportive Housing Developments - 2013 HTC Full Application

Part 4 Tab 21

Rent Schedule Rent Schedule Self Score Total: 109 Private Activity Bond Priority (For Tax-Exempt Bond Developments ONLY): Unit types must be entered from smallest to largest based on “# of Bedrooms” and “Unit Size”, then within the same “# of Bedrooms” and “Unit Size” from lowest to highest “Rent Collected/Unit”.

HOME Unit Other Unit Size (Net Total Net Tenant HTC Unit HTF Unit MRB Unit # of # of Program Rent Rent Collected Total Monthly Designation Designation/Su # of Units Rentable Sq. Rentable Paid Utility Designation Designation Designation Bedrooms Baths Limit /Unit Rent (Rent/Inc) bsidy Ft.) Sq. Ft. Allow. (A) (B) (A) x (B) (E) (A) x (E) TC30% 2 1 1.0 750 1,500 380 61 319 638 TC50% 9 1 1.0 750 6,750 633 61 572 5,148 TC60% 11 1 1.0 750 8,250 749 61 688 7,568 MR 8 1 1.0 750 6,000 763 6,104 TC30% 4 2 2.0 950 3,800 456 79 377 1,508 TC50% 15 2 2.0 950 14,250 760 79 681 10,215 TC60% 20 2 2.0 950 19,000 912 79 833 16,660 MR 10 2 2.0 950 9,500 908 9,080 TC30% 2 3 2.0 1150 2,300 526 93 433 866 TC50% 6 3 2.0 1150 6,900 877 93 784 4,704 TC60% 6 3 2.0 1150 6,900 1,053 93 960 5,760 MR 5 3 2.0 1150 5,750 1035 5,175 0 - 0 - 0 - 0 - 0 - 0 - 0 - 0 - 0 - 0 - 0 - 0 - 0 - 0 - 0 - 0 - 0 - 0 - 0 - 0 - 0 - 0 - 0 - 0 - 0 - 0 - 0 - 0 - 0 - 0 - 0 - 0 - 0 - 0 - 0 - 0 - TOTAL 98 90,900 73,426 Non Rental Income $10.00 per unit/month for: Late Fees 980 Non Rental Income 0.00 per unit/month for: Non Rental Income 0.00 per unit/month for: + TOTAL NONRENTAL INCOME $10.00 per unit/month 980 = POTENTIAL GROSS MONTHLY INCOME 74,406 - Provision for Vacancy & Collection Loss % of Potential Gross Income: 7.00% 5,208 - Rental Concessions = EFFECTIVE GROSS MONTHLY INCOME 69,198 x 12 = EFFECTIVE GROSS ANNUAL INCOME 830,371 Rent Schedule (Continued)

% of LI % of Total % of LI % of Total TC30% 11% 8% 8 HTF30% 0 TC40% 0 HTF40% 0 TC50% 40% 31% 30 HTF50% 0 HOUSING TC60% 49% 38% 37 HOUSING HTF60% 0 TAX HTC LI Total 75 TRUST HTF80% 0 CREDITS EO 0 FUND HTF LI Total 0 MR 23 MR 0 MR Total 23 MR Total 0 Total Units 98 HTF Total 0 30% 0 MRB30% 0 LH/50% 0 MRB40% 0 HH/60% 0 MORTGAGE MRB50% 0 HH/80% 0 REVENUE MRB60% 0 HOME HOME LI Total 0 BOND MRB LI Total 0 EO 0 MRBMR 0 MR 0 MRBMR Total 0 MR Total 0 MRB Total 0 HOME Total 0 OTHER Total OT Units 0

0 0 1 30 2 49 BEDROOMS 3 19 4 0 5 0

Development is Rehabilitation No Cost Per Sq. Ft. = N/A Cost Per Square Foot If No above Development is elevator served, supportive housing, or SF/Elderly Yes Table If not "Rehabilitation," select "Yes" if the Development is one of the following: Elevator served Supportive Housing Elderly or Single Family (Building Costs) Yes No No If "Yes" above, these elections do not apply. See $ 8,404,756 Cost Per Sq. Ft. = Cost Per Sq. Ft = Cost Per Sq. Ft. = manual for instructions. $ 79.87 N/A N/A

Cost Per Sq. Ft. = N/A 2013 HTC Full Application

Part 4 Tab 22

Utility Allowances Utility Allowances

Applicant must attach to this form documentation from the source of the “Utility Allowance” estimate used in completing the Rent Schedule provided in the Application Packet. This exhibit must clearly indicate which utility costs are included in the estimate.

Note: If more than one entity (Sec. 8 administrator, public housing authority) is responsible for setting the utility allowance(s) in the area of the development location, then the selected utility allowance must be the one which most closely reflects the actual expenses.

If an independent utility cost evaluation is conducted it must include confirming documentation from all the relevant utility providers.

If other reductions to the tenant rent is required such as the cost of flood insurance for the tenant's contents, documentation for these reductions to gross rent should also be attached. Source of Utility Allowance & Effective Utility Who Pays Energy Source 0BR 1BR 2BR 3BR 4BR Date Heating Tenant Electric $ 15 $ 19 $ 22 Dallas Housing Authority Cooking Tenant Electric $ 2 $ 3 $ 4 Eff. 8/1/12 Other Electric Tenant $ 18 $ 24 $ 28 Air Conditioning Tenant Electric $ 14 $ 18 $ 21 Water Heater Tenant Electric $ 12 $ 15 $ 18 Water Landlord Sewer Landlord Trash Landlord flat fee other Totals $ - 61$ 79$ 93$ $ -

Other (Describe) 2013 HTC Full Application

Part 4 Tab 22

Utility Allowance Documentation

Allowance for U.S. Department of Housing OMB Approval No. 2577-0169 and Urban Development (exp. 4/30/2014) Tenant-Furnished Utilities Office of Public and Indian Housing and Other Services

See Public Reporting Statement and Instructions on back

Locality Unit Type Date(mm/dd/yyyy)

DALLAS HOUSING AUTHORITY APT / CONDO / TOWNHOUSE 08/01/2012

Utility or Service Monthly Dollar Allowances 0BR 1BR 2BR 3BR 4BR 5BR 6 BR 7 BR Heating a. Natural Gas $10 $13 $16 $19 $23 $26 $30 $36 b. Bottle Gas ------c. Oil / Electric $12 $15 $19 $22 $27 $30 $36 $47 d. Coal/Other ------Cooking a. Natural Gas $2 $2 $2 $3 $3 $4 $5 $6 b. Bottle Gas ------c. Oil / Electric $2 $2 $3 $4 $4 $5 $6 $8 d. Coal/Other ------Other Electric $14 $18 $24 $28 $33 $38 $44 $58 Air Conditioning $11 $14 $18 $21 $25 $28 $29 $38 Water Heating a. Natural Gas $4 $5 $6 $7 $9 $10 $12 $14 b. Bottle Gas ------c. Oil / Electric $9 $12 $15 $18 $21 $24 $29 $38 d. Coal/Other ------Water $15 $19 $24 $28 $34 $39 $45 $54 Sewer $22 $28 $36 $42 $50 $57 $66 $80 Trash Collection $18 $18 $18 $18 $18 $18 $18 $18 Range/Microwave (If tenant supplies) $17 $17 $17 $17 $17 $17 $17 $17 Refrigerator (if tenant supplies) $16 $16 $16 $16 $16 $16 $16 $16 Other -- specify ------Actual Family Allowances To be used by the family to compute allowance. Utility or Service Per Month Cost Complete Below for the actual unit rented. Heating Name of Family Cooking Other Electic Air Conditioning Water Heating Address of Unit Water Sewer Trash Collection Range/Microwave Refrigerator Number of Bedrooms Other

Total

Previous editions are obsolete Page 1 of 1 form HUD-52667(12/97) ref. Handbook 7420.8 2013 HTC Full Application

Part 4 Tab 23

Annual Operating Expenses

ANNUAL OPERATING EXPENSES

General & Administrative Expenses Accounting $ 11,500.00 Advertising $ 6,000.00 Legal fees $ 4,000.00 Leased equipment $ 1,000.00 Postage & office supplies $ 2,000.00 Telephone $ 5,000.00 Other Describe $ Other Describe $ Total General & Administrative Expenses: $ 29,500.00 Management Fee: Percent of Effective Gross Income: 5.00% $ 41,518.55 Payroll, Payroll Tax & Employee Benefits Management $ 40,000.00 Maintenance $ 34,000.00 Other Benefits, taxes, insurance $ 18,500.00 Other Describe Total Payroll, Payroll Tax & Employee Benefits: $ 92,500.00 Repairs & Maintenance Elevator $ 18,000.00 Exterminating $ 2,500.00 Grounds $ 12,000.00 Make-ready $ 12,000.00 Repairs $ 16,300.00 Pool $ 4,000.00 Other Describe $ Other Describe $ Total Repairs & Maintenance: $ 64,800.00 Utilities (Enter Development Owner expense) Electric $ 9,800.00 Natural gas $ Trash $ 9,800.00 Water & sewer $ 30,870.00 Other Describe $ Other Describe $ Total Utilities: $ 50,470.00 Annual Property Insurance: Rate per net rentable square foot: $ 0.38 $ 34,300.00 Property Taxes: Published Capitalization Rate: 10.00% Source: Dallas CAD Annual Property Taxes: $ 106,600.00 Payments in Lieu of Taxes: $ Other Taxes Describe $ Other Taxes Describe $ Total Property Taxes: $ 106,600.00 Reserve for Replacements: Annual reserves per unit: $ 250.00 $ 24,500.00 Other Expenses Cable TV $ Supportive service contract fees $ TDHCA Compliance fees $ 3,000.00 TDHCA Bond Administration Fees (TDHCA as Bond Issuer Only) $ Security $ Other Describe $ Other Describe $ Total Other Expenses: $ 3,000.00 TOTAL ANNUAL EXPENSES Expense per unit: $ 4563.15 $ 447,188.55 Expense to Income Ratio: 53.85% NET OPERATING INCOME (before debt service) $ 383,182.41 Annual Debt Service Wells Fargo $ 235,129.30 Housing Authority of Dallas $ 75,000.00 Describe Source $ Describe Source $ TOTAL ANNUAL DEBT SERVICE Debt Coverage Ratio: 1.24 $ 310,129.30 NET CASH FLOW $ 73,053.11 2013 HTC Full Application

Part 4 Tab 24

Proforma

15 Year Rental Housing Operating Proforma All Programs Must Complete the following: The pro forma should be based on the operating income and expense information for the base year (first year of stabilized occupancy using today’s best estimates of rental income and expenses), and principal and interest debt service. The Department currently considers an annual growth rate of 2% for income and 3% for expenses to be reasonably conservative estimates. Written explanation for any deviations from these growth rates or for assumptions other than straight-line growth made during the proforma period should be attached to this exhibit.

INCOME LEASE-UP YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 YEAR 10 YEAR 15 POTENTIAL GROSS ANNUAL RENTAL INCOME $881,112 $898,734 $916,709 $935,043 $953,744 $1,053,010 $1,162,609 Secondary Income $ 11,760.00 $ 11,995.20 $ 12,235.10 $ 12,479.81 $ 12,729.40 $ 14,054.29 $ 15,517.07 POTENTIAL GROSS ANNUAL INCOME $0 $892,872 $910,729 $928,944 $947,523 $966,473 $1,067,065 $1,178,126 Provision for Vacancy & Collection Loss $ 62,501.04 $ 63,751.06 $ 65,026.08 $ 66,326.60 $ 67,653.14 $ 74,694.53 $ 82,468.79 Rental Concessions $ - EFFECTIVE GROSS ANNUAL INCOME $0 $830,371 $846,978 $863,918 $881,196 $898,820 $992,370 $1,095,657 EXPENSES General & Administrative Expenses $ 29,500.00 $30,385 $31,297 $32,235 $33,203 $38,491 $44,621 Management Fee $ 41,518.55 $ 42,764.11 $ 44,047.03 $ 45,368.44 $ 46,729.49 $ 54,172.29 $ 62,800.53 Payroll, Payroll Tax & Employee Benefits $ 92,500.00 $ 95,275.00 $ 98,133.25 $ 101,077.25 $ 104,109.56 $ 120,691.52 $ 139,914.55 Repairs & Maintenance $ 64,800.00 $ 66,744.00 $ 68,746.32 $ 70,808.71 $ 72,932.97 $ 84,549.30 $ 98,015.81 Electric & Gas Utilities $ 9,800.00 $ 10,094.00 $ 10,396.82 $ 10,708.72 $ 11,029.99 $ 12,786.78 $ 14,823.38 Water, Sewer & Trash Utilities $ 40,670.00 $ 41,890.10 $ 43,146.80 $ 44,441.21 $ 45,774.44 $ 53,065.13 $ 61,517.02 Annual Property Insurance Premiums $ 34,300.00 $ 35,329.00 $ 36,388.87 $ 37,480.54 $ 38,604.95 $ 44,753.72 $ 51,881.83 Property Tax $ 106,600.00 $ 109,798.00 $ 113,091.94 $ 116,484.70 $ 119,979.24 $ 139,088.82 $ 161,242.06 Reserve for Replacements $ 24,500.00 $ 25,235.00 $ 25,992.05 $ 26,771.81 $ 27,574.97 $ 31,966.94 $ 37,058.45 Other Expenses: $ 3,000.00 $ 3,090.00 $ 3,182.70 $ 3,278.18 $ 3,376.53 $ 3,914.32 $ 4,537.77 TOTAL ANNUAL EXPENSES $0 $447,189 $460,604 $474,422 $488,655 $503,315 $583,480 $676,413 NET OPERATING INCOME $0 $383,182 $386,374 $389,496 $392,541 $395,506 $408,891 $419,244 DEBT SERVICE $235,129 $235,129 $235,129 $235,129 $235,129 $235,129 $235,129 Second Deed of Trust Annual Loan Payment 75,000 75,000 75,000 75,000 75,000 75,000 75,000 Third Deed of Trust Annual Loan Payment Other Annual Required Payment: Other Annual Required Payment: NET CASH FLOW $0 $73,053 $76,245 $79,366 $82,412 $85,376 $98,761 $109,115 Debt Coverage Ratio #DIV/0! 1.24 1.25 1.26 1.27 1.28 1.32 1.35 Other (Describe) Other (Describe)

By signing below I (we) are certifying that the above 15 Year pro forma has been reviewed and is acceptable. (Signature only required if using this pro forma for points under §11.9(e)(1) relating to Financial Feasibility)

Phone:

Signature, Authorized Representative, Construction Date Email: or Permanent Lender

Printed Name 2013 HTC Full Application

Part 4 Tab 25

Offsite Cost Breakdown Offsite Cost Breakdown

This form must be submitted with the Development Cost Schedule if the development has offsite costs, whether those costs are included in the budget as a line item, embedded in the acquisition costs, or referenced in utility provider letters. Therefore, the total costs listed on this worksheet may or may not exactly correspond with those off-site costs indicated on the Development Costs Schedule. However, all costs listed here should be able to be justified in another place in the application. Column A: The offsite activity reflected here should correspond to the offsite activity reflected in the Development Cost Schedule or other supporting documentation. Columns B and C: In determining actual construction cost, two different methods may be used: The construction costs may be broken into labor (Column B) and materials (Column C) for the activity; OR The other method involves the use of unit price (Column B) and the number of units (Column C) data for the activity. Column D: To arrive at total construction costs in Column D: If based on labor and materials, add Column B and Column C together to arrive at total construction costs. If based on unit price measures, Column B is multiplied by Column C to arrive at total construction costs. Column E: Any proposed activity involving the acquisition of real property, easements, rights-of-way, etc., must have the projected costs of this acquisition for the activity. Column F: Engineering/architectural costs must be broken out by the offsite work activity. Column G: Figures for Column G, Total Activity Cost, are obtained by adding together Columns D, E, and F to get the total costs.

**This form must be completed by a professional engineer licensed to practice in the State of Texas. His or her signature and registration seal must be on the form.**

A. B. C. D. E. F. G. Materials or # of Total Construction Engineering / Activity Labor or Unit Price Acquisition Costs Total Activity Costs Units Costs Architectural Costs Off-site paving $ 9,975.00 $ - $ 23,275.00 See Note 1 See Note 2 $ 33,250.00

Total $ 33,250

Notes: SEAL 1. Cost included in Development Cost Schedule, Acquisition Costs section 2. Cost included in Development Cost Schedule , Indirect Signature of Registered Engineer responsible for Construction Costs Section Budget Justification Sandy Stephens, P.E. Printed Name of Registered Engineer 2/25/2013 Date 2013 HTC Full Application

Part 4 Tab 26

Site Work Cost Breakdown Site Work Cost Breakdown

This form must be submitted with the Development Cost Schedule as justification of Site Work costs. Column A: The Site Work activity reflected here must match the Site Work activity reflected in the Development Cost Schedule. Columns B and C: In determining actual construction cost, two different methods may be used: The construction costs may be broken into labor (Column B) and materials (Column C) for the activity; OR The use of unit price (Column B) and the number of units (Column C) data for the activity. Column D: To arrive at total construction costs in Column D: If based on labor and materials, add Column B and Column C together to arrive at total construction costs. If based on unit price measures, Column B is multiplied by Column C to arrive at total construction costs. Column E: Any proposed activity involving the acquisition of real property, easements, rights-of-way, etc., must have the projected costs of this acquisition for the activity. Column F: Engineering/architectural costs must be broken out by the Site Work activity. Column G: Figures for Column G, Total Activity Cost, are obtained by adding together Columns D, E, and F to get the total costs.

**This form must be completed by a Third-Party engineer licensed to practice in the State of Texas. His or her signature and registration seal must be on the form.** For Site Work costs that exceed $15,000 per Unit and are included in Eligible Basis, a CPA letter allocating which portions of those site costs should be included in Eligible Basis and which ones may be ineligible must be submitted behind this tab.

A. B. C. D. E. F. G. Materials or # of Total Construction Engineering / Activity Labor or Unit Price Acquisition Costs Total Activity Costs Units Costs Architectural Costs Demolition (clearing) $ 2,940.00 $ 1,260.00 $ 4,200.00 See Note 1 See Note 2 $ 4,200 Rough grading $ 3,500.00 $ 1,500.00 $ 5,000.00 See Note 1 See Note 2 $ 5,000 Fine grading $ 3,500.00 $ 1,500.00 $ 5,000.00 See Note 1 See Note 2 $ 5,000 On-site concrete (sidewalks/terrace) $ 284,922.08 $ 664,825.00 $ 949,747.08 See Note 1 See Note 2 $ 949,747 On-site electrical $ 1,800.00 $ 4,200.00 $ 6,000.00 See Note 1 See Note 2 $ 6,000 On-site paving (asphalt) $ 20,250.00 $ 47,250.00 $ 67,500.00 See Note 1 See Note 2 $ 67,500 On-site utilities $ 6,185.00 $ 14,440.00 $ 20,625.00 See Note 1 See Note 2 $ 20,625 Bumper stops, striping & signs $ 570.00 $ 1,330.00 $ 1,900.00 See Note 1 See Note 2 $ 1,900 Other (excavation for deck & garage) $ 69,300.00 $ 161,700.00 $ 231,000.00 See Note 1 See Note 2 $ 231,000

Total $ 1,290,972

Notes:

1. Cost included in Development Cost Schedule, Acquisition Costs section 2. Cost included in Development Cost Schedule , Indirect SEAL Construction Costs Section Signature of Registered Engineer responsible for Budget Justification Sandy Stephens, P.E. Printed Name of Registered Engineer 2/25/2013 Date 2013 HTC Full Application

Part 4 Tab 27

Development Cost Schedule

Self Score Total: 109 This Development Cost Schedule must be consistent with the Summary Sources and Uses of Funds Statement. All Applications must complete the total development cost column and the Tax Payer Identification column. Only HTC applications must complete the Eligible Basis columns and the Requested Credit calculation below:

TOTAL DEVELOPMENT SUMMARY Total Eligible Basis (If Applicable) Scratch Paper/Notes Cost Acquisition New/Rehab. ACQUISITION Site acquisition cost 1,500,000 Existing building acquisition cost Closing costs & acq. legal fees Other (specify) - see footnote 1 Other (specify) - see footnote 1 Subtotal Acquisition Cost $1,500,000 $0 $0 OFF-SITES2 Off-site concrete Storm drains & devices Water & fire hydrants Off-site utilities Sewer lateral(s) Off-site paving 33,250 Off-site electrical Other (specify) - see footnote 1 Other (specify) - see footnote 1 Subtotal Off-Sites Cost $33,250 $0 $0 SITE WORK3 Demolition 4,200 Rough grading 5,000 5,000 Fine grading 5,000 5,000 On-site concrete 949,747 909,747 On-site electrical 6,000 6,000 On-site paving 67,500 67,500 On-site utilities 20,625 20,625 Decorative masonry 0 Bumper stops, striping & signs 1,900 1,900 PLEASE SPECIFY - see footnote 1 231,000 146,000 Subtotal Site Work Cost $1,290,972 $0 $1,161,772 SITE AMENITIES Landscaping 100,000 79,200 Pool and decking 0 Athletic court(s), playground(s) 100,000 100,000 Fencing 30,000 30,000 Other-terraces/green roofing/picnic/shade structure 185,000 185,000 Subtotal Site Amenities Cost $415,000 $0 $394,200 BUILDING COSTS*: Concrete 157,208 157,208 Masonry 120,003 120,003 Metals 167,487 167,487 Woods and Plastics 1,386,755 1,386,755 Thermal and Moisture Protection 380,779 380,779 Roof Covering 0 0 Doors and Windows 497,428 497,428 BUILDING COSTS (Continued): Finishes 1,213,877 1,213,877 Specialties 48,002 48,002 Equipment 242,313 242,313 Furnishings 331,157 331,157 Special Construction 171,235 171,235 Conveying Systems (Elevators) 212,775 212,775 Mechanical (HVAC; Plumbing) 952,708 952,708 Electrical 1,200,030 1,200,030 Individually itemize costs below: Detached Community Facilities/Building Carports and/or Garages Lead-Based Paint Abatement Asbestos Abatement Structured Parking 2,322,000 1,323,000 Other (specify) - see footnote 1 Subtotal Building Costs $9,403,756 $0 $8,404,756

TOTAL BUILDING COSTS & SITE WORK $11,109,728 $0 $9,960,728

OTHER CONSTRUCTION COSTS General requirements (<6%) 6.42% 715,379 639,479 6.42% Field supervision (within GR limit) Contractor overhead (<2%) 2.14% 238,460 213,160 2.14% G & A Field (within overhead limit) Contractor profit (<6%) 6.42% 715,379 639,479 6.42% Contingency (7-10%) 7.00% 780,008 697,251 7.00% Subtotal Ancillary Hard Costs $2,449,227 $0 $2,189,369

TOTAL DIRECT HARD COSTS $13,558,955 $0 $12,150,097

INDIRECT CONSTRUCTION COSTS3 Architectural - Design fees 280,000 280,000 Architectural - Supervision fees 70,000 70,000 Engineering fees 300,000 300,000 Real estate attorney/other legal fees 200,000 150,000 Accounting fees 105,000 105,000 Impact Fees 0 0 Building permits & related costs 59,350 59,350 Appraisal 10,000 10,000 Market analysis 7,500 7,500 Environmental assessment 9,750 9,750 Soils report 19,500 19,500 Survey 35,750 35,750 Marketing 175,000 Partnership Hazard & liability insurance 95,550 Real property taxes 104,316 41,756 Personal property taxes Tenant relocation expenses Builders Rsikd, GL & Comp Ops Ins 165,000 165,000 Other (specify) - see footnote 1 Subtotal Indirect Const. Cost $1,636,716 $0 $1,253,606 DEVELOPER FEES3 Housing consultant fees4 150,000 150,000 General & administrative Profit or fee 2,240,215 2,023,898 Subtotal Developer's Fees 15.00% $2,390,215 $0 $2,173,898 FINANCING: CONSTRUCTION LOAN(S)3 Interest 802,606 601,208 Loan origination fees 177,000 177,000 Title & recording fees 200,000 200,000 Closing costs & legal fees 99,500 0 Inspection fees 110,000 110,000 Credit Report Discount Points Other (specify) - see footnote 1 Other (specify) - see footnote 1 PERMANENT LOAN(S) Loan origination fees 46,500 Title & recording fees Closing costs & legal Bond premium Credit report Discount points Credit enhancement fees Prepaid MIP Other (specify) - see footnote 1 Other (specify) - see footnote 1 BRIDGE LOAN(S) Interest Loan origination fees Title & recording fees Closing costs & legal fees Other (specify) - see footnote 1 Other (specify) - see footnote 1 OTHER FINANCING COSTS3 Tax credit fees 63,170 Tax and/or bond counsel Payment bonds Performance bonds Credit enhancement fees Mortgage insurance premiums Cost of underwriting & issuance Syndication organizational cost Tax opinion Contractor Guarantee Fee Developer Guarantee Fee Other (specify) - see footnote 1 Other (specify) - see footnote 1 Subtotal Financing Cost $1,498,776 $0 $1,088,208 RESERVES Rent-up 136,644 Operating 511,738 Replacement Escrows Subtotal Reserves $648,382 $0 $0 TOTAL HOUSING DEVELOPMENT COSTS5 $21,266,294 $0 $16,665,808 - Commercial Space Costs6 TOTAL RESIDENTIAL DEVELOPMENT COSTS $21,266,294

The following calculations are for HTC Applications only. Deduct From Basis: Federal grant proceeds used to finance costs in Eligible Basis Non-qualified non-recourse financing Non-qualified portion of higher quality units §42(d)(5) Historic Credits (residential portion only) Total Eligible Basis $0 $16,665,808 **High Cost Area Adjustment (100% or 130%) 130% Total Adjusted Basis $0 $21,665,551 Applicable Fraction 77% Total Qualified Basis $16,580,646 $0 $16,580,646 Applicable Percentage7 9.00% Calculated Credits $1,492,258 $0 $1,492,258

Credits Supported by Eligible Basis $1,492,258

Name of contact for Cost Estimate: Lisa Stephens

Phone Number for Contact: 352-213-8700

Footnotes: 1 An itemized description of all "other" costs must be included at the end of this exhibit. 2 All Off-Site costs must be justified by a Third Party engineer in accordance with the Department's format provided in the Offsite Cost Breakdown form.

3 (HTC Only) Site Work expenses, indirect construction costs, developer fees, construction loan financing and other financing costs may or may not be included in Eligible Basis. Site Work costs must be justified by a Third Party engineer in accordance with the Department's format provided in the Site Work Cost Breakdown form.

4 (HTC Only) Only fees paid to a consultant for duties which are not ordinarily the responsibility of the developer, can be included in Eligible Basis. Otherwise, consulting fees are included in the calculation of maximum developer fees. 5 (HTC Only) Provide all costs & Eligible Basis associated with the Development. 6 (HTC Only) Costs associated with construction of facilities that generate revenue through commercial uses or from fees charged to tenants (covered parking individual storage units, etc.) must not be included in Eligible Basis and must be removed from "Total Housing Development Costs" to determine "Total Residential Development Costs."

7 (HTC Only) Use the appropriate Applicable Percentages as defined in §10.3 of the Uniform Mutifamily Rules. General Contractor Certification for Cost of Development Per Sguare Foot

Per Section I 1.9 (e)(2) of the QAP (Cost of Development per Square Foot), I hereby certify to the Building Costs that are contained within this application.

I Date

2013 HTC Full Application

Part 4 Tab 28

Summary of Sources and Uses

Summary of Sources and Uses of Funds

Describe all sources of funds and total uses of funds. Information must be consistent with the information provided throughout the Application (i.e. Financing Narrative, Term Sheets and Development Cost Schedule). Where funds such as tax credits, loan guarantees, bonds are used, only the proceeds going into the development should be identified so that "sources" match "uses."

Construction Period Permanent Period Lien Lien Financing Participants Funding Description Interest Position Loan/Equity Interest Amort - Term Syndication Position Loan/Equity Amount Rate (%) Amount Rate (%) ization (Yrs) Rate Debt TDHCA HOME $0 0% $ - 0% 0 0 TDHCA NSP $0 0% $ - 0 0 TDHCA Mortgage Revenue Bond $0 0% Wells Fargo Conventional Loan $11,800,000 6.50% 1st $ 3,100,000 6.50% 30 18 1st The Housing Authority of City of Dallas Local Government Loan $2,500,000 3.00% 2nd $ 2,500,000 3.00% n/a 18 2nd

Third Party Equity Wells Fargo HTC $ 1,487,000 $ 11,656,914 $ 14,571,143 0.98

Grant

Deferred Developer Fee Zenstar Development $ 1,095,151

Other

Total Sources of Funds $ 25,956,914 $ 21,266,294 Total Uses of Funds $ 21,266,294 2013 HTC Full Application

Part 4 Tab 29

HOME Financial Capacity and Construction Oversight

NA 2013 HTC Full Application

Part 4 Tab 30

HOME Matching Funds

NA 2013 HTC Full Application

Part 4 Tab 31

Financing Narrative

Finance Scoring (for Competitive HTC Applications ONLY) Self Score Total: 109

1. Commitment of Development Funding by Unit of General Local Government (§11.9(d)(3)) UGLG Funding Amount $ 2,500,000 Per Unit Funding Amount: 33333.33333 eligible for points: i. Population 1,197,816 x 0.15 = $ 179,672 or $ 15,000 per unit scoring threshold: $ 15,000 per unit 12 ii. Population 1,197,816 x 0.10 = $ 119,782 or $ 10,000 per unit scoring threshold: $ 10,000 per unit 11 iii. Population 1,197,816 x 0.05 = $ 59,891 or $ 5,000 per unit scoring threshold: $ 5,000 per unit 10

iv. Population 1,197,816 x 0.0250 = $ 29,945 or $ 1,000 per unit scoring threshold: $ 1,000 per unit 9 v. Population 1,197,816 x 0.01 = $ 11,978 or $ 500 per unit scoring threshold: $ 500 per unit 8

Firm Commitment from Unit of general Local Government in form of resolution? No

Resolution of support from the Governing Body of the city or county in which the Development is located stating that they would No provide development funding but have no funding available due to budgetary or fiscal constraints

Total Points Claimed: 12 2. Financial Feasibility (§11.9(e)(1)) Eligible Pro-Forma and letter stating the Development is financially feasible. 0 x Eligible Pro-Forma and letter stating Development and Principals are acceptable. 18

Total Points Claimed: 18

3. Leveraging of Private, State, and Federal Resources (§2306.6725(a)(3); §11.9(e)(4)) Percent of Units restricted to serve households at or below 30% of AMGI 8.16% Housing Tax Credit funding request as a percent of Total Housing Development Cost 6.99% eligible for points: Development Leverages CDBG Disaster Recovery, HOPE VI, or Choice Neighborhood Funding 0 Housing Tax Credit Request < 7% of Total Housing Development Cost 3 Housing Tax Credit Request < 8% of Total Housing Development Cost 2 Housing Tax Credit Request < 9% of Total Housing Development Cost 1 * Be sure no more than 50% of Developer fees are deferred. Total Points Claimed: 3 4. Financing Narrative (All Applications)

Briefly describe the complete financing plan for the Development, including the sources and uses of funds, matching funds (if applicable), and any other financing. The information must be consistent with all other documentation in this section. Utility Allowances Electricity will be paid by the tenants. The landlord will be responsible for water, sewer, and trash collection.

Operating Costs The management fee is 5.00% of effective gross income. Management and maintenance payroll is estimated to be $40,000 and $34,000 respectively. Benefits, taxes, and insurance are estimated to be 20% of total payroll. Total payroll costs are $943 a unit. General and Administrative costs are estimated to be $301 a unit. Repairs and maintenance costs are estimated to be $661 a unit. We expected higher than average repairs and maintenance cost considering the high- rise construction of the development. The development will have multiple elevators which also lead to a higher than average repairs and maintenance cost. Total utilities are estimated to be $515 a unit. Water and sewer are paid for by the tenant, therefore leading to lower water and sewer estimates. Total annual expenses per unit are $4,563. We consider this to be a reasonable estimate based on average operating costs for similar sized properties in Region 3.

Construction and Permanent Loan The company will obtain $11,800,000 in construction financing through Wells Fargo for the construction of the development. The interest rate will be floating over a 24 month term Construction Loan, paying interest only. The interest rate will be based on LIBOR plus 300 basis points with a floor of 6.5% and will be underwritten at 6.5%. The principle amount during the permanent phase will be $3,100,000 with a 18 year term and amortized over 30 years. The interest rate on the permanent loan will be based on the 10-year treasury plus 300 basis points with a floor of 6.5% and will be underwritten at 6.5%. The Lender will hold 1st lien on the property and structure.

Equity Equity will be advanced from Wells Fargo in the estimated amount of $14,571,143 with $11,669,193 of the equity proceeds paid prior to construction completion. Syndication proceeds are based on $0.98 per dollar of the annual tax credit allocation of $1,487,000.

Local Funds The Housing Authority of the City of Dallas, Texas (DHA) has committed to provide the development with a local government loan of $2,500,000 for the construction of the development. The loan will have a rate of 3% and a loan term of not less than five years. We are calculating debt service as non- amortizing and calculating interest only for repayment over an 18 year term.

Deferred Developer Fee In the event that sources are not sufficient to cover uses for this project, the Developer will defer a portion of its developer fee. Total developer fee is currently projected to be $2,390,215 with $1,095,151 of this fee to be deferred. This amount is less than 50% developer fee and can be repaid from cash flow in less than 15 years. 2013 HTC Full Application

Part 4 Tab 32

Financing Supporting Documents

Supporting Documents Should be Included Behind this Tab

Resolution from local Government confirming support for the Development, and citing specific budgetary constraints prohibiting financial support x Statement from the applicable city or county (or instrumentality) acknowledging that a request for funds was subitted and that a decision about funding will occur no later than September 1, 2013 x Executed Pro Forma from Permanent or Construction Lender x Letter from lender regarding approval of Principals x Evidence of Permanent and Construction Financing (term sheets, loan agreements) Evidence of any Gap Financing Evidence of any Owner Contributions x Evidence of Equity Financing (HTC applications only) Evidence of Rental Assistance/Subsidy 2013 HTC Full Application

Part 4 Tab 32

Supporting Documents: Local Government Contribution

G:r . A I . [QUAL HOUSING D. all. as ..E--i ous1ng . u t 10r1 ty OI'I'OIItuutrv 3939 N. Hampton Rd., Dallas, TX 75212 1Phone: 214.951.8300 1Fax: 214.951.8800 1 www.dhadal.com

February 28, 2013

Megan De Luna Summit Place, LLC 401 Congress Avenue, Suite 1540 Austin, TX 78701

Ae: Request for Gap Funding for Summit Place Apartments

Dear Ms. De Luna:

The Housing Authority of the City of Dallas, Texas (DHA) has received your request for gap funding in the amount of $2,500,000.00 for the development of Summit Place Apartments to be located at the southwest corner of Merit and 1-635 (Lyndon B. Johnson Freeway) in Dallas.

DHNs Board of Commissioners, whose members are appointed by the Mayor, will consider your request and make a decision prior to September 1, 2013. Any funding provided by DHA will be in the form of a permanent loan at a rate of three (3) percent per annum for a period of not less than five (5) years.

Troy roussard ~ Senior Vice President and COO

DHA Is a Fair Housing and Equal Opportunity Agency Individuals with disabilities may contact the 504/ADA Administrator at 214.951.8348, TIY 1.800.735.2989 or 504ADA@d hada l,com 2013 HTC Full Application

Part 4 Tab 32

Supporting Documents: Lender Proforma

2013 HTC Full Application

Part 4 Tab 32

Supporting Documents: Financing Letters

Wells Fargo Community Lending and Investment 301 South College Street Charlotte, NC 28288-5640

WELLS FARGO PRELIMINARY LOAN COMMITMENT AGREEMENT FOR PERMANENT AND CONSTRUCTION FINANCING

February 25, 2013

Mitchell M. Friedman Summit Place, LLC C/o Zenstar Development, LLC 401 Congress Avenue Suite 1540 Austin, TX 78701

Re: Summit Place – 98 units Dallas, Dallas County, Texas

Dear Mr. Friedman:

We are pleased to advise you that, on or before the date set forth above, we have preliminarily approved a construction and permanent loan for the above referenced development. This preliminary commitment is made based upon the financial information and projections provided to us in support of your loan application, and under the following terms and conditions:

Borrower: Summit Place, LLC, a Florida limited liability company.

Guaranty: The unconditional joint and several guaranty of payment and performance of the construction loan (described below) by Mitchell M. Friedman, Zenstar Summit, LLC and any such other entity/individual deemed appropriate following Wells Fargo due diligence review. The permanent loan (described below) is non-recourse.

Loan Amount: Construction - $11,800,000 Permanent - $ 3,100,000

February 25, 2013 Page 2 of 3

Interest Rate: Construction - LIBOR plus 350 basis points with a floor of 6.50% and a rate fixed at closing. Permanent - 10-year treasury plus 350 basis points with a floor of 6.50% and a rate fixed at closing.

The construction debt was underwritten at 6.50% interest. The permanent debt was underwritten at 6.50% interest. Actual rate may be negotiated by the payment of additional points set at closing.

Repayable: Construction - Interest only payable monthly. Permanent - Principal and interest payable monthly

Term: Construction - 24 months Permanent - 18 years Amortization - 30 years

Commitment Fee: 1.5% of the Construction loan payable at closing. 1.5% of the Permanent loan payable at closing.

Security: Construction and Permanent - A first mortgage lien on the above proposed development.

Conditions to Funding Construction Loans:

Successful award and allocation of annual low income housing tax credits from TDHCA.

Complete plans and specifications.

Firm cost estimates with Wells Fargo’s independent analysis.

Appraisal acceptable to Wells Fargo

Soils analysis and environmental report acceptable to Wells Fargo

The general contractor and the construction contract shall be subject to approval by Wells Fargo.

Such other conditions which are customary and reasonable for a loan of this nature and amount.

Wells Fargo Community Lending and Investment Wells Fargo Bank, N.A. 301 South College Street Charlotte, NC 28288-5640

February 25, 2013

J. Frederick Davis, III Senior Vice President 301 South College Street Charlotte, NC 28288

Dear Mr. Friedman:

I have received and reviewed the 15 year pro forma for Summit Place located in Dallas, Texas. The attached pro forma, which has been prepared and executed by an authorized representative of Wells Fargo Bank, N.A. (“Wells Fargo”) projects total operating expenses, net operating income, and debt service for the first year of stabilized operation based on preliminary information provided by the borrower.

The attached pro forma indicates that the development would maintain no less than a 1.15 debt coverage ratio throughout the initial fifteen years. These projections, which indicate that the Development is expected to be feasible for fifteen years, are made based upon the preliminary information provided by the borrower to this point, and are subject to Wells Fargo due diligence review.

Additionally, Wells Fargo has performed a preliminary review of the credit worthiness of Summit Place, LLC, Mitchell Friedman and Lisa Stephens. At this time, Wells Fargo has no reservations with any of the Principals of the borrower.

Sincerely,

J. Frederick Davis, III Senior Vice President 301 South College Street Charlotte, NC 28288 Ph: 704-383-9705 [email protected]

2013 HTC Full Application

Part 4 Tab 32

Supporting Documents: Equity Financing

Wells Fargo Community Lending and Investment 301 South College Street Charlotte, NC 28288-5640

WELLS FARGO BANK EQUITY LETTER OF INTENT

February 25, 2013

Mitchell M. Friedman Summit Place, LLC C/o Zenstar Development, LLC 401 Congress Avenue Suite 1540 Austin, TX 78701

Re: Summit Place – 98 units Dallas, Dallas County, Texas

Dear Mr. Friedman:

We are pleased to advise you that we have preliminarily approved an equity investment in Summit Place, LLC. a Florida Limited Liability Company, which will own and operate a 98- unit family affordable housing community to be known as Summit Place located in Dallas, Dallas County, Texas. This preliminary commitment is made based upon the financial information provided to us in support of your request, and under the following terms and conditions:

Investment Entity: Summit Place, LLC, a Florida Limited Liability Company (the "Company"), with Zenstar Summit, LLC as Co-Managing Member, Saigebrook Development, LLC as Co-managing Member and Wells Fargo Bank (“Wells Fargo”) as Investor Member with a 99.99% ownership interest in the Company.

Annual Housing Credit Allocation: $1,487,000*

Housing Credits Purchased: $14,868,513 ($14,870,000 x 99.99 %)*

Syndication Rate: $0.98*

Net Capital Contribution: $14,571,143* * All numbers are rounded.

Equity Proceeds Paid Prior to Construction Completion: $11,656,914* (80%) * All numbers are rounded to the nearest dollar.

February 25, 2013 Page 2 Pay-In Schedule: Funds available for Capital Contribution #1: $1,457,114* (10%) to be paid prior to or simultaneously with the closing of the construction financing. * All numbers are rounded to the nearest dollar.

Funds available for Capital Contribution #2: $10,199,800* (approx. 70%) prior to construction completion. * All numbers are rounded to the nearest dollar.

Equity Proceeds Paid After Stabilization. $2,914,229* * All numbers are rounded to the nearest dollar.

Obligations of the Co-Managing Members and Guarantor(s): Operating Deficit Guaranty: The Co-Managing Members agree to provide operating deficit loans to the Company for the life of the Company.

Development Completion Guaranty: The Co- Managing Members will guarantee completion of construction of the Project substantially in accordance with plans and specifications approved by Wells Fargo, including, without limitation, a guaranty: (i) to pay any amounts needed in excess of the construction loan and other available proceeds to complete the improvements; (ii) of all amounts necessary to achieve permanent loan closing; and (iii) to pay any operating deficits prior to the conclusion of Project construction.

Credit Adjusters: The Company will provide that, if in any year actual credits are less than projected credits, then the Investor Member shall be owed an amount necessary to preserve its anticipated return based on the projected credit.

The obligations of the Co-Managing Members shall be guaranteed by Mitchell M. Friedman, Zenstar Summit, LLC and any such other entity/individual deemed appropriate following Wells Fargo due diligence review.

. February 25, 2013 Page 3

Incentive Mgmt. Fee: 50%.

Cash Flow Split: Cash Flow to the Company shall be distributed as follows: a. To Wells Fargo in payment of any amounts due as a result of any unpaid Credit Adjuster Amount. b. To Wells Fargo in payment of Asset Management Fees or any unpaid Asset Management Fee. c. To the payment of any Deferred Developer Fee. d. To the Co-Managing Members to repay any Company loans. e. To the Co-Managing Members for Incentive Management Fees. f. The balance, .01% to the Co-Managing Members and 99.99% to Wells Fargo.

Residual Split: Any gain upon sale or refinancing shall be distributed as follows: a. To Wells Fargo in payment of any amounts due because the Actual Credit is less than the Projected Credit, or there has been a recapture of Credit. b. To the payment of any unpaid Asset Management Fee. c. To the Investor Member in an amount equal to the capital contribution. d. The balance of available cash for distribution, 50% the Co-Managing Members and 50% to the Investor Member.

Replacement Reserves: $250/unit/year increasing 3% annually.

Asset Management Fee: $10,000 per year increasing 3% annually.

Other Terms and Conditions: 1) Successful award and allocation of low income housing tax credits from the TDHCA.

2) Prior to closing, the Co-Managing Members must have a firm commitment for fixed-rate permanent first mortgage financing with terms, conditions and Lender acceptable to the Investor Member.

3) Prior to closing, the Co-Managing Members must have firm commitments for all fixed-rate subordinate financing with terms, conditions and Lender acceptable to the Investor Member.

4) Receipt, review, and approval of the appraisal with incorporated market study, environmental and

2013 HTC Full Application

Part 5 Tab 33

Sponsor Characteristics Sponsor Characteristics (Competitive HTC Only) Self Score Total: 109 Pursuant to §11.9(b)(2) of the Qualified Allocation Plan, an Application may qualify to receive up to one (1) point provided the ownership structure meets one of the following requirements in parts 1 or 2 below; 1. Application is attempting to score as a Qualifed Nonprofit and meets the criteria below:

No Application is applying under the Nonprofit Set-Aside, and No The Qualified Nonprofit has some combination of ownership interest, cash flow from operations, and developer fee which taken together equal at least 80% and no less than 5% for any category. Ownership Interest: CANNOT BE LESS THAN 5% Cash flow from operations: CANNOT BE LESS THAN 5% Developer Fee: CANNOT BE LESS THAN 5% Total: 0.000%

The Qualified Nonprofit will materially participate in the Development and the operation of the Development throughout the Compliance Period.

The Qualified Nonprofit has experience directly related to the housing industry. (mark all that apply) Property Management Construction Development Financing Compliance

There is no relationship between the Principals of the Qualified Nonprofit and any Principals of the Applicant or Developer. (unless the Related Party is wholly-owned subsidiary of the Nonprofit)

Evidence of experience in the housing industry and a statement regarding material participation are provided behind this tab. Elgible Points: 0

2. Application is attempting to score as a HUB and meets the criteria below:

Yes The ownership structure contains a HUB, and evidence from the Texas Comptroller of Accounts is provided behind this Tab. Yes The HUB has some combination of ownership interest, cash flow from operations, and developer fee which taken together equal at least 80% and no less than 5% for any category. Ownership Interest: 40.00% Cash flow from operations: 20.00% Developer Fee: 20.00% Total: 80.00%

Yes The HUB will materially participate in the Development and the operation of the Development throughout the Compliance Period.

The HUB has experience directly related to the housing industry. (mark all that apply)

Property Management Construction x Development Financing Compliance X

x There is no relationship between the Principals of the HUB and any Principals of the Applicant or Developer. (unless the Related Party is wholly-owned subsidiary of the HUB)

x Evidence of experience in the housing industry and a statement regarding material participation are provided behind this tab.

Eligible Points: 1

1 2013 HTC Full Application

Part 5 Tab 33

NP or HUB evidence

The Texas Comptroller of Public Accounts (CPA) administers the Statewide Historically Underutilized Business (HUB) Program for the State of Texas, which includes certifying minority- and woman-owned businesses as HUBs and is designed to facilitate the participation of minority- and woman-owned businesses in state agency procurement opportunities. The CPA has established Memorandums of Agreement with other organizations that certify minority- and women-owned businesses that meet certification standards as defined by the CPA. The agreements allow for Texas-based minority- and women-owned businesses that are certified with one of our certification partners to become HUB certified through one convenient application process.

In accordance with the Memorandum of Agreement the CPA has established with the Women's Business Council - Southwest (WBCS), we are pleased to inform you that your company is now certified as a HUB. Your company's profile is listed in the State of Texas HUB Directory and may be viewed online at http://www.window.state.tx.us/procurement//cmbl/hubonly.html. Provided that your company continues to remain certified with the WBCS, and they determine that your company continues to meet HUB eligibility requirements, the attached HUB certificate is valid for the time period specified.

You must notify the WBCS in writing of any changes affecting your company’s compliance with the HUB eligibility requirements, including changes in ownership, day-to-day management, control and/or principal place of business. Note: Any changes made to your company’s information may require the WBCS and/or the HUB Program to re-evaluate your company’s eligibility. Failure to remain certified with the WBCS, and/or failure to notify them of any changes affecting your company’s compliance with HUB eligibility requirements, may result in the revocation of your company's certification.

Please reference the enclosed pamphlet for additional resources, such as the state’s Centralized Master Bidders List (CMBL), that can increase your chance of doing business with the state.

Thank you for your participation in the HUB Program! If you have any questions, you may contact a HUB Program representative at (512) 463-5872 or toll-free In Texas at (888) 863-5881.

Texas Historically Underutilized Business (HUB) Certificate Certificate/VID Number: 1453062708300 File/Vendor Number: 475659 Approval Date: 09-JAN-2013 Scheduled Expiration Date: 27-FEB-2014

In accordance with the Memorandum of Agreement between the Women's Business Council - Southwest (WBCS) and the Texas Comptroller of Public Accounts (CPA), the CPA hereby certifies that SAIGEBROOK DEVELOPMENT, LLC has successfully met the established requirements of the State of Texas Historically Underutilized Business (HUB) Program to be recognized as a HUB. This certificate, printed 07-FEB-2013, supersedes any registration and certificate previously issued by the HUB Program. If there are any changes regarding the information (i.e., business structure, ownership, day-to-day management, operational control, addresses, phone and fax numbers or authorized signatures) provided in the submission of the business’ application for registration/certification into the WBCS’s program, you must immediately (within 30 days of such changes) notify the WBCS’s program in writing. The CPA reserves the right to conduct a compliance review at any time to confirm HUB eligibility. HUB certification may be suspended or revoked upon findings of ineligibility. If your firm ceases to remain certified in the WBCS’s program, you must apply and become certified through the State of Texas HUB program to maintain your HUB certification.

Paul Gibson, Statewide HUB Program Manager Texas Procurement and Support Services Note: In order for State agencies and institutions of higher education (universities) to be credited for utilizing this business as a HUB, they must award payment under the Certificate/VID Number identified above. Agencies and universities are encouraged to validate HUB certification prior to issuing a notice of award by accessing the Internet (http://www.window.state.tx.us/procurement/cmbl/cmblhub.html) or by contacting the HUB Program at 1-888-863-5881 or 512- 463-5872. Rev. 09/12 2013 HTC Full Application

Part 5 Tab 33

NP or HUB Experience and Material Participation Statements

Summit Place Material Participation of HUB

The principal of Saigebrook Development, LLC, Lisa Stephens, has 15 years housing experience and is qualified to be a 40% HUB owner on this application. Please see the attached resume that documents expertise and recent experience. Ms. Stephens, has developed, financed and constructed or rehabilitated a considerable multi-family portfolio, in excess of 3,900 units.

On this application and other applications for this year, Saigebrook has thus far provided site assessment, reviewed preliminary engineering opinions, site cost analysis, developed architectural schematics, worked with local governments, compiled budgets and provided other essential input for the development plan.

In addition to extensive involvement during the application and construction phases for this development, Saigebrook will be involved in the development during lease-up, stabilization and ongoing operations throughout the compliance period.

Saigebrook will conduct at least quarterly monitoring visits throughout construction and lease-up, and at least semi-annual visits during operations. Monitoring and visits will include meetings with on-site property management, analysis of vacancies, rental rates and marketing programs; and evaluation of physical property conditions. Saigebrook has prior experience in asset management and construction management and has the ability to identify potential issues with resident retention and property performance. LISA M. STEPHENS - Ms. Stephens is a 1996 graduate of the University of Florida, Fisher School of Accounting, and Owner/Manager of Saigebrook Development, LLC a WBE and HUB certified real estate development consulting firm focused on affordable housing development. Ms. Stephens is a certified LEED Green Associate and participates on various affordable housing boards and committees in both Texas and Florida.

During Ms. Stephens’ tenure in the affordable housing industry, she has secured and closed in excess of $250 million of federal, state and local competitive funds across the southeastern United States. She has structured creative financing strategies and negotiated transactions involving more than 2,500 units in multiple states.

In 2011 Ms. Stephens formed Saigebrook Development, LLC to provide real estate development consulting services to clients in the affordable housing industry in Texas. Saigebrook Development is a certified Women Owned Business by the Women’s Business Enterprise National Council as well as a State of Texas certified Historically Underutilized Business.

As a consultant and developer in the affordable housing industry, Ms. Stephens is responsible for the day-to-day operations and management of all programmatic and development functions, as well as coordination of project team members. She has more than 13 years of experience in affordable, workforce and market rate housing including mixed finance and mixed income properties as well as partnerships with local municipalities, housing finance agencies and housing authorities. Having developed and financed a considerable portfolio, Ms. Stephens has significant knowledge of layered financing and utilization of 9% and 4% housing tax credits, local and state issued tax exempt bonds, credit enhancement programs, NSP, CDBG, HOME and many other soft financing opportunities. Recent developments undertaken by Ms. Stephens include the following:

Market Name Location Units Affordable Rate Amberwood Longview, TX 78 68 10 La Ventana Abilene, TX 84 72 12 Tylor Grand Abilene, TX 120 120 0 Singing Oaks (Rehab) Denton, TX 126 122 4 Pinnacle at North Chase Tyler, TX 120 120 0 Live Oak Apts (Rehab) Live Oak, FL 87 83 4 Pine Terrace Apts (Rehab) Callahan, FL 63 63 0 Oak Ridge Estates Tarpon Spgs, FL 63 63 0 Cypress Cove Apartments Winter Haven, FL 80 80 0 Pinnacle at Mariner’s Village Long Beach, MS 108 0 108 Pinnacle at Magnolia Pointe McComb, MS 108 108 0

2013 HTC Full Application

Part 5 Tab 34

Owner and Developer Org Charts

Owner and Developer Organization Charts

Applicants should note that subsequent changes to the Development Ownership structure presented in this section will require the written consent of the Department. Pursuant to §10.201(12)(A) of the Uniform Multifamily Rules, a chart must be submitted that clearly illustrates the complete organizational structure of the final proposed Development Owner and any Developer or Guarantor. The organization charts must include: x The names and ownership percentages of all Persons having an ownership interest in the Development Owner, Developer, and/or Guarantor.

x Nonprofit entities, public housing authorities, publicly traded corporations, individual board members and executive directors must be included in Organization charts.

x Any and all trusts must list all beneficiaries that have the legal ability to control or direct activities of the trust and are not just financial beneficiaries. In the case of: (A) Partnerships - Principals include all general Partners and Special LPs (any LP that is not the Syndicator is a "Special LP"); (B) Corporations - Principals include the executive director and all members of the board (shown with "0%" ownership as applicable). For to-be formed instrumentalities of PHAs, where the executive director and board remain to be determined, include the PHA, itself, and its members;

(C) Limited liability companies - Principals include all the managing members and all other members.

Org. Chart Example: Applicant

Organizaon 1 Limited Partner/ 1% Syndicator 99%

Org. 1.1 Org. 1.2 51% Information about Organizations that will 49% own or control the Applicant or other related organizations will be provided in the List of Organizations with an Ownership Principal 1, Org. Board President, Special Interest in the Applicant form. 1.1 President, Org. 1.2 0% 85%

Principal 2, Org. Board Member, 1.1 V.P., 10% Org. 1.2 0% Note that the percentage refers to the entity to which the Person is directly connected, not to the Principal 3, Org. Execuve whole Development Owner. 1.1 Treasurer, Director, Org. 5% 1.2, 0%

Summit Place ORGANIZATIONAL CHART FOR

APPLICANT / OWNER

APPLICANT/OWNER

Summit Place, LLC

Co-Managing Member (**) Co-Managing Member (**) Syndicator Saigebrook Development, Zenstar Summit, LLC 99.99% Investor “LP” Member LLC .0060% (A Texas HUB)

.0040%

Lisa M. Stephens Mitchell M. Mitchell M. Mitchell M. Friedman Friedman & Co Friedman 100% 99.99% .01% 100%

2/13/2013 ** The HUB is the 40% owner of the Co-Managing Members which in an LLC entity are the equivalent of a GP in a partnership entity. The HUB will receive 20% of Cash Flow. Summit Place ORGANIZATIONAL CHART FOR

Co-DEVELOPERS

Zenstar Development, LLC Saigebrook Development, LLC (A Texas HUB) Co-Developer (80% of Developer and Fee) Co-Developer (20% of Developer and Fee)

Mitchell M. Mitchell M. Friedman Friedman & Co Lisa M. Stephens

99.99% .01% 100%

Mitchell M. Friedman

100%

2/13/2013

2013 HTC Full Application

Part 5 Tab 35

List of Organizations and Principals

List of Organizations and Principals Provide the requested information for all partnerships, corporations, limited liability companies, trusts, or any other public or private entity and their Affiliates identified on the Owner and Developer Organization Charts. Organizations that own or control other organizations should also be identified until the only remaining sub-entity would be natural persons. Organizations that are Developers and/or Guarantors must also be listed on this form as must any organization (and natural person whose ownership interest in an applicable entity is direct instead of via membership in an organization) that will receive more than 10% of the developer fee. (Note - Entity Names, Principals, and ownership percentage should coincide with the Owner and Developer Organization Charts)

Applicant Legal Name: Summit Place, LLC Address: 401 Congress, Ste 1540 City: Austin State: TX Zip: 78701 Name(s) of Entities the Organization Owns or Controls: 100% Development Owner Is organization legally formed? No Date of Formation: TBF Legal Form of Organization is or will be: Limited Liability Corporation Organization has previous TDHCA Experience: No Phone: (512) 852-4301 Email: [email protected]

Org. 1 Organization Legal Name: Zenstar Summit, LLC Role/Title Co-Managing Member

Address: 401 Congress, Ste 1540 City: Austin State: TX Zip: 78701 Name(s) of Entities the Organization Owns or Controls: 0.0060% of Summit Place, LLC Is organization legally formed? No Date of Formation: TBF Legal Form of Organization is or will be: Limited Liability Corporation Organization has previous TDHCA Experience: No Phone: (512) 852-4301 Email: [email protected] Organization is identified on Org. Chart: Yes List of Sub-Entities or Principals: 1. Mitchell M. Friedman 2. Mitchell M. Friedman & Co 3. NA TDHCA Experience: Yes TDHCA Experience: Yes TDHCA Experience: 4. 5. 6. TDHCA Experience: TDHCA Experience: TDHCA Experience:

Org. Organization Legal Name: Mitchell M. Friedman & Co Role/Title Member 1.1 Address: 9400 S Dadeland Blvd., Ste 100 City: Miami State: FL Zip: 33156 Name(s) of Entities the Organization Owns or Controls: 0.01% of both Zenstar Summit, LLC and Zenstar Development, LLC Is organization legally formed? Yes Date of Formation: 08/17/92 Legal Form of Organization is or will be: Corporation Organization has previous TDHCA Experience: Yes Phone: 305-854-7100 Email: [email protected] Organization is identified on Org. Chart: Yes List of Sub-Entities or Principals: 1. Mitchell M. Friedman 2. NA 3. TDHCA Experience: Yes TDHCA Experience: TDHCA Experience: 4. 5. 6. TDHCA Experience: TDHCA Experience: TDHCA Experience:

Org. Organization Legal Name: Zenstar Development, LLC Role/Title Co-Developer dev Address: 9400 S Dadeland Blvd., Ste 100 City: Miami State: FL Zip: 33156 Name(s) of Entities the Organization Owns or Controls: 80% Developer Is organization legally formed? Yes Date of Formation: 02/03/12 Legal Form of Organization is or will be: Limited Liability Corporation Organization has previous TDHCA Experience: No Phone: 305-854-7100 Email: [email protected] Organization is identified on Org. Chart: Yes List of Sub-Entities or Principals: 1. Mitchell M. Friedman 2. Mitchell M. Friedman & Co 3. NA TDHCA Experience: Yes TDHCA Experience: Yes TDHCA Experience: 4. 5. 6. TDHCA Experience: TDHCA Experience: TDHCA Experience:

Org. Organization Legal Name: Saigebrook Development, LLC Role/Title Co-Managing Member and Co-Dev 2 and dev Address: 401 Congress, Ste 1540 City: Austin State: TX Zip: 78701 Name(s) of Entities the Organization Owns or Controls: 0.0040% of Summit Place, LLC and 20% Developer Is organization legally formed? Yes Date of Formation: 09/07/11 Legal Form of Organization is or will be: Limited Liability Corporation Organization has previous TDHCA Experience: No Phone: (352) 213-8700 Email: [email protected] Organization is identified on Org. Chart: Yes List of Sub-Entities or Principals: 1. Lisa M. Stephens 2. NA 3. TDHCA Experience: No TDHCA Experience: TDHCA Experience: 4. 5. 6. TDHCA Experience: TDHCA Experience: TDHCA Experience: Org. Organization Legal Name: NA Role/Title

Address: City: State: Zip: Name(s) of Entities the Organization Owns or Controls: Is organization legally formed? Date of Formation: Legal Form of Organization is or will be: Organization has previous TDHCA Experience: Phone: Email: Organization is identified on Org. Chart: List of Sub-Entities or Principals: 1. 2. 3. TDHCA Experience: TDHCA Experience: TDHCA Experience: 4. 5. 6. TDHCA Experience: TDHCA Experience: TDHCA Experience:

Org. Organization Legal Name: Role/Title

Part 5 Tab 36

Previous Participation Previous Participation

Sections 1, 2 and 3 must be completed by each person that has an ownership interest in the Development Owner, Developer or Guarantor. Nonprofit entities, public housing authorities and publicly traded corporations are required to submit documentation for the entities involved; documentation for individual board members and executive directors is also required for this exhibit.

Person/Entity from List of Orgs & Principals: Summit Place, LLC

Applicant Legal Name: Summit Place, LLC

1. Participation in state and/or federal programs administered by other states. Person or Entity above has experience with any other State or Federally funding Multifamily development. No By checking this box the person or entity identified above authorizes the parties overseeing assistance administered by other states to x release compliance histories to the Department.

2. Experience with TDHCA Housing Construction/Rehab. Programs Contract Total # Contract End TDHCA ID# Property Name Property City Program Begin of Units (mm/yy) (mm/yy) NA

3. Experience with TDHCA Service Related Activities (CSBG, CEAP, WAP, ENTERP, and HOME and HTF awards not used for Rental Construction).

TDHCA Contract Grantee, Contractor, or Contract Contract End Contract Grantee, Contractor or Sub-Recipient Name Program Begin Sub-Recipient City Amount (mm/yy) ID# (mm/yy) NA Previous Participation (Continued)

Person/Entity from List of Orgs & Principals: Zenstar Summit, LLC

Applicant Legal Name: Summit Place, LLC

1. Participation in state and/or federal programs administered by other states.

Person or Entity above has experience with any other State or Federally funding Multifamily development. No

By checking this box the person or entity identified above authorizes the parties overseeing assistance administered by other states to x release compliance histories to the Department.

2. Experience with TDHCA Housing Construction/Rehab. Programs

Contract Total # Contract End TDHCA ID# Property Name Property City Program Begin of Units (mm/yy) (mm/yy) NA

3. Experience with TDHCA Service Related Activities (CSBG, CEAP, WAP, ENTERP, and HOME and HTF awards not used for Rental Construction).

Person/Entity from List of Orgs & Principals: Mitchell M. Friedman

Applicant Legal Name: Summit Place, LLC

1. Participation in state and/or federal programs administered by other states.

Person or Entity above has experience with any other State or Federally funding Multifamily development. Yes

By checking this box the person or entity identified above authorizes the parties overseeing assistance administered by other states to x release compliance histories to the Department.

2. Experience with TDHCA Housing Construction/Rehab. Programs

Contract Total # Contract End TDHCA ID# Property Name Property City Program Begin of Units (mm/yy) (mm/yy) 10198 Pinnacle at North Chase Tyler 120 HTC in 07/10 NA 11248 Singing Oaks Denton 126 HTC in 07/11 NA

3. Experience with TDHCA Service Related Activities (CSBG, CEAP, WAP, ENTERP, and HOME and HTF awards not used for Rental Construction).

Person/Entity from List of Orgs & Principals: Mitchell M. Friedman & Co

Applicant Legal Name: Summit Place, LLC

1. Participation in state and/or federal programs administered by other states.

Person or Entity above has experience with any other State or Federally funding Multifamily development. No

By checking this box the person or entity identified above authorizes the parties overseeing assistance administered by other states to x release compliance histories to the Department.

2. Experience with TDHCA Housing Construction/Rehab. Programs

Contract Total # Contract End TDHCA ID# Property Name Property City Program Begin of Units (mm/yy) (mm/yy) 11248 Singing Oaks Denton 126 HTC in 07/11 NA

3. Experience with TDHCA Service Related Activities (CSBG, CEAP, WAP, ENTERP, and HOME and HTF awards not used for Rental Construction).

Person/Entity from List of Orgs & Principals: Zenstar Development, LLC

Applicant Legal Name: Summit Place, LLC

1. Participation in state and/or federal programs administered by other states.

Person or Entity above has experience with any other State or Federally funding Multifamily development. No

By checking this box the person or entity identified above authorizes the parties overseeing assistance administered by other states to x release compliance histories to the Department.

2. Experience with TDHCA Housing Construction/Rehab. Programs

Contract Total # Contract End TDHCA ID# Property Name Property City Program Begin of Units (mm/yy) (mm/yy) NA

3. Experience with TDHCA Service Related Activities (CSBG, CEAP, WAP, ENTERP, and HOME and HTF awards not used for Rental Construction).

Person/Entity from List of Orgs & Principals: Saigebrook Development, LLC

Applicant Legal Name: Summit Place, LLC

1. Participation in state and/or federal programs administered by other states.

Person or Entity above has experience with any other State or Federally funding Multifamily development. No

By checking this box the person or entity identified above authorizes the parties overseeing assistance administered by other states to x release compliance histories to the Department.

2. Experience with TDHCA Housing Construction/Rehab. Programs

Contract Total # Contract End TDHCA ID# Property Name Property City Program Begin of Units (mm/yy) (mm/yy) NA

3. Experience with TDHCA Service Related Activities (CSBG, CEAP, WAP, ENTERP, and HOME and HTF awards not used for Rental Construction).

Person/Entity from List of Orgs & Principals: Lisa M. Stephens

Applicant Legal Name: Summit Place, LLC

1. Participation in state and/or federal programs administered by other states.

Person or Entity above has experience with any other State or Federally funding Multifamily development. No

By checking this box the person or entity identified above authorizes the parties overseeing assistance administered by other states to x release compliance histories to the Department.

2. Experience with TDHCA Housing Construction/Rehab. Programs

Contract Total # Contract End TDHCA ID# Property Name Property City Program Begin of Units (mm/yy) (mm/yy) NA

3. Experience with TDHCA Service Related Activities (CSBG, CEAP, WAP, ENTERP, and HOME and HTF awards not used for Rental Construction).

TDHCA Contract Grantee, Contractor, or Contract Contract End Contract Grantee, Contractor or Sub-Recipient Name Program Begin Sub-Recipient City Amount (mm/yy) ID# (mm/yy) NA 2013 HTC Full Application

Part 5 Tab 37

Nonprofit Participation

NA 2013 HTC Full Application

Part 5 Tab 38

Nonprofit Support Documentation

NA 2013 HTC Full Application

Part 5 Tab 39

Development Team

Development Team Members

The requested information on all known Development Team members must be provided. In addition to the categories listed below, the “Other” category should be used to list all known Development Team members that are included in the “Development Cost Schedule.” If the team member that will be utilized is not yet known, indicate “TBD.” If it is anticipated that the Development Team category will not be utilized, indicate “N/A.”

* If there is a direct or indirect, financial, or other interest with Applicant or other team members, provide an attachment behind this form of the Application that explains the relationship(s). Zenstar Development, LLC Mitchel M. Friedman (305) 854-7100 Developer Name Contact Name Phone [email protected] TBD 45-4441295 Email Proposed Fee Tax ID Number (TIN) Certified Texas HUB? No This is a direct or indirect, financial, or other interest with Applicant or other team members* Yes PHG Builders Felix Braverman (305) 854-7100 Housing General Contractor Name Contact Name Phone [email protected] TBD 26-4693316 Email Proposed Fee Tax ID Number (TIN) Certified Texas HUB? No This is a direct or indirect, financial, or other interest with Applicant or other team members* Yes TBD Infrastructure General Contractor Name Contact Name Phone

Email Proposed Fee Tax ID Number (TIN) Certified Texas HUB? This is a direct or indirect, financial, or other interest with Applicant or other team members* Saigebrook Development, LLC Lisa Stephens (512) 852-4301 Cost Estimator Name Contact Name Phone [email protected] TBD 45-3062708 Email Proposed Fee Tax ID Number (TIN) Certified Texas HUB? Yes This is a direct or indirect, financial, or other interest with Applicant or other team members* Yes 5G Architects Yen Ong (214) 226-1945 Architect Name Contact Name Phone [email protected] TBD 42-1588420 Email Proposed Fee Tax ID Number (TIN) Certified Texas HUB? No This is a direct or indirect, financial, or other interest with Applicant or other team members* No TBD Engineer Name Contact Name Phone

Email Proposed Fee Tax ID Number (TIN) Certified Texas HUB? This is a direct or indirect, financial, or other interest with Applicant or other team members* Cole Engineering Sandy Stephens (972) 624-6000 Civil Engineer Name Contact Name Phone [email protected] TBD 43-1563556 Email Proposed Fee Tax ID Number (TIN) Certified Texas HUB? No This is a direct or indirect, financial, or other interest with Applicant or other team members* No Apartment Market Data Darrell Jack (210) 241-4323 Market Analyst Name Contact Name Phone [email protected] $7,500 20-3964998 Email Proposed Fee Tax ID Number (TIN) Certified Texas HUB? No This is a direct or indirect, financial, or other interest with Applicant or other team members* No NA Appraiser Name Contact Name Phone

Email Proposed Fee Tax ID Number (TIN) Certified Texas HUB? This is a direct or indirect, financial, or other interest with Applicant or other team members* Coats Rose Toni Jackson (713) 653-7392 Attorney Contact Name Phone [email protected] TBD 76-0294490 Email Proposed Fee Tax ID Number (TIN) Certified Texas HUB? No This is a direct or indirect, financial, or other interest with Applicant or other team members* No Reznick Group Timothy Kemper (404) 847-7764 Accountant Contact Name Phone [email protected] TBD 52-1088612 Email Proposed Fee Tax ID Number (TIN) Certified Texas HUB? No This is a direct or indirect, financial, or other interest with Applicant or other team members* No Ledic Management Group Sharon Carpenter (214) 478-5882 Property Manager Name Contact Name Phone [email protected] TBD 76-0499458 Email Proposed Fee Tax ID Number (TIN) Certified Texas HUB? No This is a direct or indirect, financial, or other interest with Applicant or other team members* No Wells Fargo J Frederick Davis (704) 383-9705 Originator of Underwriter Name Contact Name Phone [email protected] TBD 56-2099417 Email Proposed Fee Tax ID Number (TIN) Certified Texas HUB? No This is a direct or indirect, financial, or other interest with Applicant or other team members* No Wells Fargo J Frederick Davis (704) 383-9705 Syndicator Name Contact Name Phone [email protected] TBD 56-2099417 Email Proposed Fee Tax ID Number (TIN) Certified Texas HUB? No This is a direct or indirect, financial, or other interest with Applicant or other team members* No TBD Supportive Services Provider Contact Name Phone

Email Proposed Fee Tax ID Number (TIN) Certified Texas HUB? This is a direct or indirect, financial, or other interest with Applicant or other team members* TBD Supportive Services Provider Contact Name Phone

Email Proposed Fee Tax ID Number (TIN) Certified Texas HUB? This is a direct or indirect, financial, or other interest with Applicant or other team members* S Anderson Consulting Alyssa Carpenter (512) 789-1295 Application Consultant Contact Name Phone [email protected] TBD 46-2015199 Email Proposed Fee Tax ID Number (TIN) Certified Texas HUB? No This is a direct or indirect, financial, or other interest with Applicant or other team members* No Dominion Due Diligence Group Nikki Driskill (804) 358-2020 ESA Provider Contact Name Phone [email protected] $2,950 54-1720249 Email Proposed Fee Tax ID Number (TIN) Certified Texas HUB? No This is a direct or indirect, financial, or other interest with Applicant or other team members* No NA PCA Provider Contact Name Phone

Email Proposed Fee Tax ID Number (TIN) Certified Texas HUB? This is a direct or indirect, financial, or other interest with Applicant or other team members* NA Other (Describe) Contact Name Phone

Email Proposed Fee Tax ID Number (TIN) Certified Texas HUB? This is a direct or indirect, financial, or other interest with Applicant or other team members* Summit Place Development Team Member Relationships with Applicant

The Applicant, Developer, General Contractor, and Cost Estimator are related entities through a principal.

2013 HTC Full Application

Part 5 Tab 40

HOME Management Plan Certification

2013 HTC Full Application

Part 5 Tab 41

Architect Certification

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX XXXXXXXXXXX NA No HOME Application 2013 HTC Full Application

Part 5 Tab 42

Evidence of Experience Evidence of Experience Must be Provided Behind this Tab

Pursuant to §10.204(5) of the Uniform Multifamily Rules, a Principal of the Developer, Development Owner, or General Partner must establish that they have experience in the development of 150 units or more. Evidence of experience behind this tab includes: x An Experience certificate issued by the Department in the past two years (for certificates issued in 2011, the certificate must be for at least 150 units). An Application for experience and supporting documentation in accordance with §10.204(A)(ii)(I) through (IX) Evidence from the Department that the application for experience was received, and is being processed by the Department.

DUNS Number AND CCR Documentation (HOME Applications Only) The Office of Management and Budget (OMB) requires grant applicants to provide a Dunn and Bradstreet (D&B) Data Universal Numbering System (DUNS) number when applying for Federal grants, including HOME funds, on or after October 1, 2003. The DUNS number will supplement other identifiers required by statute or regulation, such as tax identification numbers. Applicants must also register with the Central Contractor Registration (CCR) database, see the website at https://www.sam.gov/portal/public/SAM/. To apply for a DUNS number applicants can go to the Dunn & Bradstreet website at: https://iupdate.dnb.com/iUpdate/companylookup.htm

NA DUNS Number Registrant Name Evidence of CCR is attached behind this exhibit

Davis Bacon Labor Standards (HOME Applications Only) 24 CFR §92.354, Davis-Bacon Act (40 U.S.C. §§276(a)-276(a)(5), the Davis-Bacon Related Acts, the Contract Work Hours and Safety Standards Act, and the Copeland (Anti-Kickback) Act (40 U.S.C. §276(c)) apply to developments being assisted with HOME funds if (Select all that apply:): Twelve (12) or more HOME assisted units will be rehabilitated or constructed under one construction contract. Community Development Block Grant (CDBG) funds are being used to support the Development, which requires a lower number of units (8) be used as a threshold. The construction includes commercial/community space and the cost for such space will exceed $2,000. Mortgage insurance under §223(f) of the National Housing Act is obtained on the Development, and the construction costs exceed $6,500 per dwelling unit.

Affirmative Marketing Plan (HOME Applications Only)

Complete and submit HUD’s Affirmative Marketing Plan form (Form 935.2 or successors). This form may be found on the Department’s website at http://www.tdhca.state.tx.us/home-division/mf-home/index.htm An Affirmative Marketing Plan that describes the procedure the applicant will take to market and make available housing units to the full range of potential clients and must be consistent with the completed HUD Form 935.2. All applicants for HOME funds must establish an Affirmative Marketing Policy and show through a corporate resolution that the policy will be enforced by the applicant. The Affirmative Marketing Plan must comply with the Affirmative Marketing requirements in the Compliance Rules. Attach any additional sheets as necessary to complete the requirements and meet the Department’s rules. Where the form or rules require current or previous actions to be documented, an Applicant may instead document proposed or planned actions, as necessary.

HUD approval is not necessary unless the property receives project-based Section 8 assistance. Submit the completed application and bookmark in electronic submission. 2013 HTC Full Application

Part 5 Tab 42

Experience Certificate

.,...,L._.-. .... DEPARTMENT OF & COMMUNITY AFFAIRS Homes. Strengthening Communities. • ·

:::·::'_~-:.::~-::::_ CERTIFicAf:E·oiF".::Ex~eRIENc:E - _---_::>~// i; '• ,_.<"""~·<·.:_··> ..

Has a Record cyf Successfully ConstruCtiijgor Developing 200 or more Rehabilitation MultifaniilYunits,. -- -.-. / ', --- . - . ' - ' In Ac2ordance ~ith theR.eq\iirements of.the 2011 Housing. Tax Credit Prograril, .· . Qu:iliti~d Actiorl.Plan. .

March 9, 2011 Date 2013 HTC Full Application

Part 5 Tab 43

Credit Limit Documentation

Applicant Credit Limit Documentation and Certification (Competitive HTC Only)

Pursua nt to §11.4(a) or the Qualified Allocation Plan, the Department sha ll not allocato more than $3 million of Competitive Housing Tax Credits from the turrent Application Round to any Applicant, O.volopu, Affiliate or Guarantor (union the Guarantor Is also the General Contractor, and Is not a Prln

Instructions: Complete Part! of this fO

Par t I. Applicant Credltllmlt Documentation

a. Applicant, Oevolopors, Affoliatos, and Guarantors - list below all entitles or Persons meeting the definition of Applica nt, Alnliate, Developer or Guarantor. b. Person/entity has at least one other application In the current Application Round.

1. iSummit Place, LLC ~ bd 2. IZenstar Summit, LLC 3. !Mitchell M. Friedman 4. IMitchell M. Friedman & Co s . izenstar Oevelopment,llC

By: Its: Part II. Credit Umlt Certlflc.atlon lnstructloM: Each Person and/or Entity that answered "Yes" to Pan 1 (b) must complete this form. Nome and role of Person or Entity completlnc this form (as listed In Pan 1): Sal&ebrook Development, llC Which is: [!]the Applicant (Entity that cenerally manaaes or controls the "Appllc.ant; I.e. General Partner. Manaaona Partner, etc.) 0 • Special limited Partner or Class 8 limited Partner or equivalent of the Applica nt [!]a Developer for the Apphcant for this specific Application D an Affoliate to the Applicant OaGuaran tor on the Apphcotion

Pursu.Jnt to §11.4(a) of the Qualified Allocation Plan, the Department shall not allocate more thon S3 million of tax credits from the current Application Round to any Applicant, Developer, Affiliate or Guarantor. The undersi&ned represents to the Department that the followinc is a list of all developments for which the Applicant. the Developer, Affiliate, or Guarantor, has applied for an a llocation of tax credit authority from the Oepanmentln the current Application Round.

"ofOev. Development Name: Rqion: City: "Ownership: Fee: SUmmot Place 3 Dallas 20.00% Barron's Branch 8 waco 40.00% 20.00%

I ocknowtedge that .;M;.;.•;.;.tch;;.,;.;•;;fi..;.M;;...;F..;.ned~;.;.ma;;;,;n,....~-:-~~..,.....,..,....,.....,...~~:--.-,~------is the person with the authority to withdraw or terminate the Application In the event of a conlllct with §11.4(o) of the Qualified Allocation Pion. I hereby oertlfy that the foregoin1 ls a complete list of Developments with respect to which I am seekinc a current allocotion of tax credit authority from the Department. certify that, if the Department makes a recommendation to the ~rd or issues • commitment which may cause Applications for wt>ich t am the Applic.ant, the Developer, Affiliate or Guuantor. to receive credits in excess of S3 million, I will notlfy the Department In writin& within three business days of the recommendation or Issuance of the Commitment.

I acknowledge thot if the Department determines thot an Applicant, Developer, Affiliate or Guarantor, has receoved (on the a"reaate) allocations In the current Application Round from the Department exceedln& $3 million. tht Department must refuse to issue one or more Commitments or C~rryover Allocations, or must terminate one or more Commitment< or carryover Allocatoons.

;J;;:J -Lj ' Oott Part 11. Credit Umit Certification Instructions: Eoch Person ond/or Enllty thot amwe red 'Yes' to Port 1 (b) mun oomplete this form. Nome and role of Person or Entity completing this form (as listed in Part 1): lfso M Stephens Which is: [!]the Appllcont (Entity that generally manages or controlslhe 'Applit~nt," i.e. General Partn

Pursuant to §U.4{o) of the Qualified Allocation Pion, the Department shall not allocote more than $3 million of ~·credits from the current Application Round to any Appllcont, Developer, Affiliote or Guarantor. The undersi&ned represents to the Department that the following Is a list of all developments for whkh the Applicant, the Developer, Affiliate, or Guarantor, has applied lor an allocation ol tax credit outhority from the Department in the current Application Round.

"ofO.V. O.Velopment Nome: City: "Ownership: Fft:

Summi tP~e 3 Dallas 40.00% 20.00%

Barron's 8r~nc.h 8 Waco 4000% 20.00%

I acknowledgo that -:M-•-::tc~h.,e_II ~M_.~F~ro'i'e:-dm....,a:-:n ::-:-,~:-:-:-:-:-:-~:--:::--:::,...-:~~~~::------' s the person with the authority to withdrow or terminote the Applkotion in the evont of a conflict with §11.4(o) of the Qualified Allocation Plan. I hereby certily that the foregoing is a complete list of Developments with respect to which 1 am seeking a current allocation of tax credit authority from the Department. certify that, If the Department makes a recommendation to the Board or Issues a commitment which may cause Applications for which I am the Applicant, the Developer, Affillat~ Of Guirantor. to receive credits in excess of $3 million, I will notify the Oepirtmtnt in writing within three bu.siness days of the recommendation or ls.suance of the Commitment.

I acknowled&e that II t~ Department det

Under penalty of perJury, I certify thilt this information ind these statements are tt~. compleu:, and accurate:

By : ~ 0\ R-..t~\->-- lisa M. Sttphens d -dJ-\3 Signotur~ of Applic.ant, !Hv~lo~r. A/filloce ot Guorontor Prlnred Nome Dolt los oppropr/ol#) 2013 HTC Full Application

Part 6 Tab 44

Third Party Reports

Required Third Party Reports

Pursuant to §10.205 of the Uniform Multifamily Rules complete the information below as applicable.

1. Environmental Site Assessment (ESA) (All Multifamily Applications) Prepared by: Dominion Due Diligence Group Date of Report: 2/27/13 x Report recommends further studies or establishes environmental hazards that currently exist on the Property or off-site with the potential to affect the Property. x If the above box is checked, a statement is provided behind this tab signed by the Development Owner, that certifies the Development Owner will comply with any and all recommendations made by the ESA preparer. Development is funded by USDA and is not required to supply an ESA.

2. Environmental Clearance (HOME applications)

All Applications for Direct Loans by the Department must complete an environmental clearance process in accordance with 24 CFR Parts 50 and 58. A Phase I Environmental Site Assessment (ESA) will not satisfy the environmental clearance required for use of HOME funds. Development has received Environmental Clearance from HUD under 24 CFR Parts 50 or 58. Environmental Clearance received through TDHCA; or Development received an Environmental Clearance under 24 CFR Parts 50 or 58 from any other entity. If applicable, documentation of HUD Environmental Clearance must be included behind this exhibit. I have reviewed the environmental clearance materials available on the Department’s website and understand that environmental clearance must be received prior to closing and engaging in any choice limiting activities (24 CFR §58.22). (http://www.tdhca.state.tx.us/home-division/environmental.htm) A Third Party will aid in the completion of the environmental clearance process. If checked, complete the following: Name of Firm: Contact Person: Contact Telephone: Email:

If the proposed site has been environmentally cleared through HUD under 24 CFR Parts 50 or 58, evidence of this clearance must be provided in this tab.

3. Market Analysis

x A map of the Primary Market Area is included behind this tab.

Prepared by: Apartment Market Data Date of Report: To be delivered by Deadline

4. Property Condition Assessment (PCA)

Prepared by: NA Date of Report:

5. Appraisal

Prepared by: NA Date of Report:

6. Site Design and Development Feasibility Report

Prepared by: Cole Engineering Date of Report: To be delivered by Deadline 2013 HTC Full Application

Part 6 Tab 44

ESA Statement

Summit Place Additional ESA Investigation

Per the ESA prepared by Dominion Due Diligence Group, Summit Place, LLC certifies that it will comply with any and all recommendations made by the ESA provider. This includes comments related to noise and the need to reduce interior noise levels within the proposed development.

i Summit Place, LLC 2013 HTC Full Application

Part 6 Tab 44

Market Study Map

Summit Place

Legend Site Custom Boundary Major Roads County Boundaries 289 State Boundaries & Print 2013 Date: 8 February

.75

56635 Data Source: 635 SumSummitmmitit Place 56

Site Coordinates Longitude/X: -96.772670 Latitude/Y: 32.923390 N

0 0.7 1.4

CONSULTANTS, ECONOMISTS, ANALYSTS

January 22, 2013 {Engagement — Dallas, Texas}

Ms Lisa Stephens Summit Place, LLC 9400 S. Dadeland Blvd. Suite 100 Miami, FL 33156

Re: L I H T C Market Feasibility Study Summit Place Apartments Dallas, Texas

Greetings:

This is a conﬁrmation letter, with signature authorization, for our ﬁrm to review, analyze, and determine the market feasibility for the development of a proposed LIHTC project to be located in Dallas, Texas. The purpose of the "Feasibility Study" is to provide a market overview of the data necessary to qualify for the Texas Department of Housing and Community Affairs (TDHCA) tax credit application, and to make an investment decision about the proposed development.

It will be our understanding that (1) one electronic copy of the report are to be submitted to the undersigned. O ur engagement shall begin on the day of receipt of the deposit and this signed agreement. T he ﬁnal reports are to be delivered on or before April 1, 2013. Our fee for services rendered is the sum of $7,500.00, of which a non-refundable deposit of 50% ($3,750.00) is due upon engagement, 50% ($3,750.00) upon completion of the assignment. Shipping of the reports is an additional charge via your requested carrier. Please note that no reports will be delivered prior to the receipt of the ﬁnal payment.

20540 State Hwy. 46 West S ui te 115 - PMB 416 Spring Branch, Texas 78070 (210) 530-0040 F a x (210) 340-5830 www.aptmktdata.com To begin the project, the following information should be returned with this signed engagement letter:

e R e n t Schedule (MF Uniform Application - TDHCA):

• Current Property Tax Statement

• Legal entity / name of the current ownership of the site, and identiﬁcation of relationship to sponsor, if any

• L i s t of site owner(s) for previous three years

• M a p showing site location

To complete the ﬁnal report, i t will be necessary for you to supply the following information. Most items below come from the MF Uniform Application*.

• Populations Served*

• U ti l i ty Allowances*

• Annual Operating Expenses*

e Building Unit Conﬁguration*

• S i te Information*

• Specs and Amenities*

If possible, the following information should also be provided to aid in the assignment:

• Si te Plan (if available)

• Fl o o r Plans (if available)

• Aerial Photograph of site (if available)

• A n y market study or appraisal (prior or preliminary)

Page 2 of 4 Your signature on a copy of this letter conﬁrms acceptance of this assignment and that you will own the reports we provide, with no restrictions regarding redistribution.

The fee for this report is inclusive of the report only. Any changes to this agreement must be agreed to in writing, by the undersigned and the client. Additional requests for services beyond the requirements o f this study, additional copies o f the report, any changes in project speciﬁcations, or those which require further research, shall be priced based upon the scope of the request at that time, and may cause a delay in the delivery of the report if requested after engagement. Any follow up reports or letters will also require additional preparation time and production costs and require additional billings to the client. A n y additional services required beyond the scope o f the proposal and engagement agreement will be billed at $175,00 per hour. Estimates prior to engagement for a particular request can be made available to the client.

Apartment MarketData, LLC agrees to prepared the market feasibility study i n compliance with TDHCA guidelines. Apartment MarketData, LLC certiﬁes that it has read and understands Department Rules speciﬁc to the report found in Sections 1.33-1.36 of the REA rules.

Thank you for considering us for this assignment. I look forward to working with you on this project.

Sincerely,

Darrell G Jack Apartment MarketData, LLC

(Authorization and signature page to follow on page 4)

Page 3 of 4 By acceptance o f this agreement, the client agrees to the payment terms and limiting conditions listed above. Al l reports remain the property of Apartment MarketData, LLC until paid for in full. Furthermore, if payment is not received, the client agrees to pay any and all collection and legal expenses incurred by Apartment MarketData to secure full payment. Any and all litigation for the payment of services is agreed by all parties to be conducted within Coma! County, Texas.

Project: S u m m i t Place Apartments Dallas, Texas

Respectfully Submitted, Accepted,

Lisa Stephens _____A/v't4 2013.01_22 19:25:25 -0500'

Darrell G. Jack Authorized SignatureSignature iN,A) Date Date

This project 0 will D will not include TDHCA HOME Funds (check one)

Page 4 of 4 APARTMENT MARKETDATA, LLC Invoice 20540 State Hwy. 46 West Suite 115 - PMB 416 Date Invoice # Spring Branch, Texas 78070 1/14/2013 61503 (210) 530-0040 * Fax (210) 340-5830

Bill To

Lisa Stephens Summit Place, LLC 9400 S. Dade land Blvd. Miami, FL 33156

Reference Number Terms

Description Amount

Deposit - Market Feasibility Study for Summit Place - Dallas, Texas 3,750.00 0,00

Total $3,750.00

Payments/Credits s o . 0 0

Balance Due $ 3 , 7 5 0 • 0 0