Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284
Exhibit A to RFA 2019-105- HOUSING CREDIT FINANCING TO PROVIDE AFFORDABLE MULTIFAMILYRENTAL HOUSING THAT IS A PART OF LOCAL REVITALIZATION INITIATIVES
1. Submission Requirement
Provide the Applicant Certification and Acknowledgement, executed by the Authorized Principal Representative, as Attachment 1.
2. Demographic Commitment
Family
3. Applicant, Developer, Management Company, and Contact Person
a. Applicant
(1) Name of Applicant
Lincoln Village, LLLP
(2) Provide the required documentation to demonstrate that the Applicant is a legally formed entity qualified to do business in the state of Florida as of the Application Deadline as Attachment 2.
(3) Non-Profit Applicant qualifications
Does the Applicant or the General Partner or managing member of the Applicant meet the definition of Non-Profit as set forth in Rule Chapter 67-48, F.A.C.?
No
If “Yes”, provide the required information for the Non-Profit entity as Attachment 3.
b. General Developer Information
(1) Name of each Developer (including all co-Developers)
Norstar Development USA, LP
(2) For each Developer entity listed in question (1) above (that is not a natural person), provide, as Attachment 4, the required documentation demonstrating that the Developer is a legally formed entity qualified to do business in the state of Florida as of the Application Deadline.
(3) General Development Experience
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To be eligible for funding, for each experienced Developer entity, provide, as Attachment 4, the required prior experience chart for at least one (1) experienced natural person Principal of that entity.
c. Principals Disclosure for the Applicant and for each Developer (5 points)
(1) Eligibility Requirement
Provide the Principals of the Applicant and Developer(s) Disclosure Form (Form Rev. 08-16) (“Principals Disclosure Form”) as outlined in the RFA.
(2) Point Item
Applicants will receive 5 points if the uploaded Principal Disclosure Form was stamped “Approved” during the Advance Review Process provided (a) it is still correct as of Application Deadline, and (b) it was approved for the type of funding being requested (i.e., Housing Credits or Non-Housing Credits).
d. General Management Company Information
(1) Name of the Management Company
Norstar Accolade Property Management
(2) Provide, as Attachment 5, the required prior experience chart for the Management Company or a principal of the Management Company reflecting the required information.
e. Contact Person
(1) Authorized Principal Representative contact information (required)
Name: Richard L. Higgins Organization: Lincoln Village, LLLP Street Address: 3629 Madaca Lane City: Tampa State: Florida Zip: 33618 Telephone: (813) 933-0629 E-Mail Address: [email protected]
(2) Operational Contact Person information (optional)
Name: Brian Evjen Organization: Norstar Development USA, LP Street Address: 3629 Madaca Lane City: Tampa State: Florida
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Zip: 33618 Telephone: (813) 933-0629 E-Mail Address: [email protected]
4. General Proposed Development Information
a. Name of the proposed Development
Lincoln Village Apartments
b. Development Category/Rental Assistance (RA) Level
(1) Select the Development Category
New Construction
(2) The Development Category requirements are outlined in Section Four.
(3) Rental Assistance (RA) Level
If applicable, the Corporation will calculate the Rental Assistance (RA Level) based on the Development Category Qualification Letter provided as Attachment 6 and using the criteria described in Section Four.
(4) Development Category Funding Preference
If the Applicant selected the Development Category of Rehabilitation, with or without acquisition, does the proposed Development meet the definition of Preservation as defined in Rule Chapter 67-48.002(92), F.A.C.?
Choose an item.
Note: If an Applicant selects the Development Category of Rehabilitation, with or without acquisition, and either (i) does not answer this question or (ii) selects “Yes” as the answer to this question, the Application will NOT qualify for the Development Category Funding Preference.
c. Select the Development Type
Garden Apartments
For purposes of the A/B Leveraging Classification calculation, if the Development Type of Mid-Rise, 5 – 6 stories is selected, are at least 90 percent of the total units in these Mid-Rise building(s)?
Choose an item.
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d. Enhanced Structural Systems (“ESS”) Construction Qualifications
Does the proposed Development meet the requirements to be considered ESS Construction as outlined in Section Four A.4.d. of the RFA?
Yes
5. Location of proposed Development
a. County: Manatee
b. Address of Development Site
6th St Ct E, SW of the intersection of 10th Ave E and 6th St Ct E, Bradenton; 6th St Ct E, NW of the intersection of 10th Ave E and 6th St Ct E, Bradenton
c. Does the proposed Development consist of Scattered Sites?
Yes
d. Latitude and Longitude Coordinates
(1) Development Location Point
Latitude in decimal degrees, rounded to at least the sixth decimal place 27.490720
Longitude in decimal degrees, rounded to at least the sixth decimal place -82.557330
(2) If the proposed Development consists of Scattered Sites, identify the latitude and longitude coordinate for each site, rounded to at least the sixth decimal place:
SS1: 27.491460, -82.557120
6. Units and Buildings
a. Total number of units in the proposed Development: 50
b. Provide the number of new construction units and rehabilitation units
100% New Construction
If “Combination of new construction and rehabilitation units” is selected, state the quantity of each type:
Click here to enter text. new construction units
Click here to enter text. rehabilitation units
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c. The Applicant must indicate which of the following applies to the Development site as of Application Deadline:
Existing units are currently occupied
d. Set-Aside Commitments
(1) Select one (1) of the following minimum set-aside commitments:
40% of units at 60% or lower
(2) Total Set-Aside Breakdown Chart
(a) Applicants committing to the minimum set-aside commitment of 20 percent of the total units at 50 percent of the Area Median Income or less or 40 percent of the total units at 60 percent of the Area Median Income or less must complete the following chart:
Total Set-Aside Breakdown Chart Percentage of Residential Units AMI Level 0 % At or Below 25% 0 % At or Below 28% 0 % At or Below 30% 10 % At or Below 33% 0 % At or Below 35% 0 % At or Below 40% 0 % At or Below 45% 0 % At or Below 50% 80 % At or Below 60% Total Housing Credit Set- 90 % Aside Percentage
(b) Applicants committing to the Average Income Test must complete this chart:
Total Set-Aside Breakdown Chart Number of Residential AMI Level Units Enter Number At or Below 20%
Enter Number At or Below 30%
Enter Number At or Below 40% Enter Number At or Below 50% Enter Number At or Below 60% Enter Number At or Below 70%
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Enter Number At or Below 80% Enter Number Market Rate Units Enter Number % (Total Housing Credit Set-Aside Percentage)
Note: The Development Cost Pro Forma includes an Average Income Test worksheet to assist Applicants in this calculation. If the Total Set- Aside Breakdown Chart reflects that the Average AMI of all Housing Credit Set-Aside Units exceeds 60 percent, and/or if the number of Housing Credit Set-Aside Units set aside at 30 percent AMI or less, is not equal to or greater than the required ELI commitment, and/or the overall Housing Credit Set-Aside Commitment requirement is not met, the Application will not be eligible for funding.
e. Unit Mix Chart
Number of Bedrooms Number of Baths per Number of Units per Number of Units that per Unit Unit Bedroom Type are ELI Set-Aside Units 1 1 12 1 2 2 28 3 3 2 10 1 Enter Number Enter Number Enter Number Enter Number Enter Number Enter Number Enter Number Enter Number Enter Number Enter Number Enter Number Enter Number
f. Number of Buildings
Number of anticipated residential buildings: 7
7. Readiness to Proceed
a. Site Control
Provide the required documentation to demonstrate site control as Attachment 8.
b. Ability to Proceed documents
(1) Provide the required documentation to demonstrate zoning as Attachment 9.
(2) Provide the required documentation to demonstrate availability of electricity as Attachment 10.
(3) Provide the required documentation to demonstrate availability of water as Attachment 11.
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(4) Provide the required documentation to demonstrate availability of sewer as Attachment 12.
(5) Provide the required documentation to demonstrate availability of roads as Attachment 13.
8. Construction Features
a. Federal requirements and State Building Code requirements for all Developments are outlined in Section Four.
b. General feature requirements for all Developments are outlined in Section Four.
c. Accessibility feature requirements for all Developments are outlined in Section Four.
d. Green Building Features:
(1) Green Building feature requirements for all Developments are outlined in Section Four.
(2) Applicants of proposed Developments with the Development Category of New Construction must commit to achieve one of the following Green Building Certification programs described in Section Four.
(3) Proposed Developments with the Development Category Rehabilitation, with or without acquisition, must select enough of the following Green Building Features so that the total point value of the features selected equals at least 10, in addition to committing to the required Construction Features listed in Section Four.
☐ Programmable thermostat in each unit (2 points) ☐ Humidistat in each unit (2 points) ☐ Water Sense certified dual flush toilets in all bathrooms (2 points) ☐ Light colored concrete pavement instead of or on top of asphalt to reduce the heat-island effect (2 points) ☐ Energy Star certified roof coating (2 points) * ☐ Energy Star certified roofing materials (metal, shingles, thermoplastic polyolefin (TPO), or tiles) (3 points) * ☐ Eco-friendly cabinets – no added urea formaldehyde and material must be certified by the Forest Stewardship Council, the Environmental Stewardship Program, or a certification program endorsed by the Programme for the Endorsement of Forest Certification (3 points)
☐ Eco-Friendly flooring for entire unit – Carpet and Rug Institute Green Label certified carpet and pad, FloorScore certified flooring, bamboo, cork, 80% recycled content tile, and/or natural linoleum (3 points)
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☐ High Efficiency HVAC with SEER of at least 16 (2 points) ** ☐ Energy efficient windows in each unit (3 points) o For all Development Types except Mid-Rise and High Rise: Energy Star rating for all windows in each unit; o For Development Type of Mid-Rise and High Rise: . U-Factor of 0.50 or less and a SHHGC of 0.25 or less where the fenestration is fixed; and . U-Factor of 0.65 or less and a SHHGC of 0.25 or less where the fenestration is operable (i.e., the window opens) ☐ Florida Yards and Neighborhoods certification on all landscaping (2 points) ☐ Install daylight sensors, timers or motion detectors on all outdoor lighting attached to buildings (2 points)
*The Applicant may choose only one option related to Energy Star certified roofing. **Applicants who choose high efficiency HVACs must meet the standards listed here, which exceed the minimum Green Building Features required of all Developments Section Four A.8. of the RFA.
9. Resident Programs:
a. Applicants that select the Family Demographic must commit to provide at least three (3) of the following resident programs:
☐ After School Program for Children ☐ Adult Literacy ☒ Employment Assistance Program ☐ Family Support Coordinator ☒ Financial Management Program ☒ Homeownership Opportunity Program
b. Developments serving the Elderly Demographic:
(1) Required Resident Programs for all Applicants that select the Elderly Demographic are outlined in Section Four.
(2) Applicants that select the Elderly (ALF or Non-ALF) Demographic must commit to at least three (3) of the following resident programs, in addition to the required resident programs stated in Section Four:
☐ Adult Literacy ☐ Computer Training ☐ Daily Activities ☐ Assistance with Light Housekeeping, Grocery Shopping and/or Laundry
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☐ Resident Assurance Check-In Program
10. Funding
a. Corporation Funding (1) Competitive Housing Credits (a) Housing Credit Request Amount (annual amount): $ 1,180,000 The Maximum Housing Credit Request Chart is provided in Section Four A.10. of the RFA. (b) Is the proposed Development the first phase of a multiphase Development?
No
(c) Basis Boost Qualifications
(i) Is the proposed Development a subsequent phase of a multiphase Development and eligible for the basis boost?
No
If “Yes”, state the Corporation-assigned Application Number for the Development where the first phase was declared: Click here to enter text.
(ii) Are any buildings in the proposed Development located in a SADDA?
No
If “Yes”, provide the SADDA ZCTA Number(s): Click here to enter text.
(The Applicant should separate multiple SADDA ZCTA Numbers by a comma.)
(iii) Is the proposed Development located in a non-metropolitan DDA?
No
(iv) Is the proposed Development located in a QCT?
Yes
If “Yes”, indicate the HUD-designated QCT census tract number: 7.03
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(d) The HC equity proposal must be provided as Attachment 14.
(2) Other Corporation Funding
(a) If a PLP loan has been awarded for this Development, provide the following information:
Corporation File # Amount of Funding Click here to enter text $ Click here to enter text
(b) If any other Corporation funds will be incorporated as a source of financing for the proposed Development, provide the information in the chart below:
Corporation Program Corporation File No. Amount of Funding SAIL Enter file No. $ Enter file No. HOME-Rental Enter file No. $ Enter file No. MMRB Enter file No. $ Enter file No. EHCL Enter file No. $ Enter file No.
b. Non-Corporation Funding The Applicant must attach all funding proposals executed by the lender(s) or by any other source as Attachment 15. c. The Qualifying Financial Assistance Funding Preference is outlined in Section Four A.10.c. of the RFA. d. Development Cost Pro Forma To meet the submission requirements, the Applicant must upload the Development Cost Pro Forma with the Application and Principals of the Applicant and Developer(s) Disclosure Form (Form Rev. 08-16) (“Principals Disclosure Form”), as outlined in Section Three of the RFA.
e. Per Unit Construction Funding Preference
Does the proposed Development qualify for the Per Unit Construction Funding Preference?
Yes
f. Public Housing Authority as a Principal of the Applicant Entity
Is a Principal of the Applicant Entity a Public Housing Authority or an instrumentality of a Public Housing Authority?
No
If the Principal of the Applicant Entity is an instrumentality of a Public Housing Authority, state the name of the Public Housing Authority:
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Click here to enter text.
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B. Addenda
The Applicant may use the space below to provide any additional information or explanatory addendum for items in the Application. The Addenda section of Exhibit A may not be used to provide any additional information or explanatory addendum for items described in Section Four, C. below. Please specify the particular item to which the additional information or explanatory addendum applies.
Click here to enter text.
C. Narratives
1. Developer and/or Management Company Experience with Local Revitalization Initiatives (Maximum 15 Points)
The Applicant’s description is limited to no more than three (3) typed pages within the text box below. Note: Although the online Application system allows for more than three (3) pages, any portion of the description that is beyond three (3) pages will not be considered.
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Norstar Development USA, L.P. (“Norstar”) is part of a full-service development, construction and management company employing approximately 60 people in New York, Texas, Florida and Ontario. Norstar has in-house planning, architectural, finance, construction, management, and government expertise. Norstar has developed 21 affordable housing communities with 18 development partners. Each different community and partner brings about a unique set of circumstances and needs that Norstar seeks to fulfill.
Norstar Accolade Property Management (“NAPM”) is an affiliate of Norstar. NAPM has developed a successful track record in managing residential properties. Headquartered in Irving, Texas, NAPM manages or co-manages approximately 6,200 housing units at 41 properties located throughout Texas and Florida. Since its inception, NAPM has developed particular expertise in operating and maintaining high-quality mixed-income and affordable housing complexes. NAPM has over 21 years of experience implementing and supervising affordable housing programs which include LIHTC, AHDP, FNMA Bonds, Project Based Section 8, 515 Rural, HOME, SHIP, and various municipal (County, City) Restrictive Covenant Programs.
The affiliate relationship between Norstar and NAPM facilitates collaboration toward the shared goals of positively impacting neighborhoods and increasing quality of life through affordable housing development and redevelopment. Though each community and project is unique, Norstar has learned that its most successful projects have utilized a well-organized planning process involving local stakeholders.
Norstar’s most recent example of implementing a revitalization plan is with the Flint Housing Commission in Flint, Michigan. In 2018, Norstar partnered with the Flint Housing Commission and the City of Flint to secure a $30 million Choice Neighborhood Grant to revitalize and redevelop the blighted Atherton East development in Flint. This project is now under development.
The Homes of Renaissance Preserve III in Fort Myers, Florida was an expressly stated part of a local revitalization plan. The City of Fort Myers, in conjunction with the Fort Myers City Council, local companies, and city residents, developed the Dr. Martin Luther King, Jr. & Veronica S. Shoemaker Boulevards Revitalization Plan (MLK & VSS Plan) with the input of key community stakeholders and in combination with the area’s HOPE VI Plan. The plan was developed as a “guidebook to help residents, property owners and the City of Fort Myers to steer the future development of Dunbar including its major road corridors and nearby neighborhoods (MLK & VSS Plan pg. i).” The redevelopment of Michigan Court/ Flossie Riley, of which The Homes at Renaissance Preserve III is a part, was a key Action Step outlined in the plan. The Plan stated that this rebuilding will “create a safer and more diverse neighborhood of highly valued houses and apartments,” and “re-knit the surrounding neighborhoods.” Norstar and the development team held numerous community meetings at each stage of development and the team worked to ensure resident and community approval and local stakeholder satisfaction.
Norstar also led the development of a HOPE VI Plan for the Center Court project in Niagara Falls, New York in 2003. Norstar and the Niagara Falls Housing Authority developed Center Court as part of a HOPE
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VI revitalization plan, and the redevelopment was a crucial element in a comprehensive City-driven redevelopment and revitalization plan in the Highland Avenue neighborhood. The Center Court site is located in a HUD Renewal Community, Community Outreach Partnership Center (COPC) and an Empire Zone – initiatives that encouraged investment in the neighborhood – and also benefitted from the Department of Justice’s Weed and Seed designation and support. The Center Court redevelopment reconnected the site to the surrounding neighborhood and City. This connection was further strengthened by developing off-site parcels that included a vacant site adjacent to the existing Center Court site. The inclusion of off-site parcels created a greater area of impact and further integrated the site into the community. A newly-built community center and the reconfigured existing pool and park facilities created a vibrant community with activities for residents.
Columbus Square Phase I, which Norstar developed in Montgomery, Alabama, is also part of an explicitly-stated revitalization plan for its downtown area. Norstar worked to ensure the site planning and architectural design were inclusive of local character and the complexity of the neighborhood while still maintaining the vision and goals of the revitalization plan. Norstar engaged the community to present the Montgomery Housing Authority’s preliminary vision for the project, outline the parameters of the public involvement strategy, identify issues and goals, and identify the opportunities for the site and the surrounding area. The goal was to develop a feasible, connected, and sustainable community plan that highlighted the goals of the revitalization initiative, through interactive design sessions punctuated by meetings for public presentation and feedback. The results were positive and NAPM began lease-up of the new and improved Columbus Square (previously Trenholm Court) in 2017 .
Although not all of Norstar’s projects are included in expressly-stated revitalization plans, Norstar always maintains the direction of aligning itself with local development and revitalization initiatives. Because Norstar works closely with local governments and housing authorities, Norstar and NAPM are able to design their projects from the outset with inside knowledge of these goals. One of Norstar’s key practices is assembling a highly effective development team that includes both a national and local planning and design firm. Norstar has found that having a firm with national expertise brings some of the best practices to a project, but having a local or regional firm on the team is essential to developing an appropriate and balanced plan for the site and community, and in line with local revitalization plans.
Norstar typically begins the development process by holding community meetings to obtain feedback from community members and understand all existing plans to ensure each project leverages any previous efforts to build consensus and develop unique concepts. Norstar believes community engagement is essential for any successful plan. The community planning process undertaken by the Housing Authority, the local municipality, existing residents, and other concerned parties must be consistent with any overall redevelopment plan. As ideas are formed through the community meetings, the project planners and architects work to design community-based solutions to identified needs.
Ultimately, this planning process results in a concise, realistic plan that addresses the vision, priorities and opportunities that arise from local contributions and opinions. A well-conceived and communicated plan can be a key to garnering support and resources for the overall effort. In cities where expressly- stated local revitalization plans are in effect, Norstar regards these plans highly and uses them to guide
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its development and planning process to ensure that the project is in line with the existing plan and community goals.
A key element in design planning is always to integrate new public housing and mixed-income rental units back into the fabric of the neighborhood. NAPM has developed effective strategies to market, lease up and manage market rate projects. Specifically, in Florida within the last four years, NAPM has leased up and stabilized 1,686 mixed-income units that maintain an average 98% occupancy. In an effort to build community spirit and to reduce the likelihood of residents discounting community policies or lease requirements, NAPM has identified strategies to increase the value of the developments via proactive management and attempts to improve residents’ perspectives on the communities in which they live. For example, exterior elevations, community amenities, common green spaces, and curb appeal are designed and maintained to attract residents from all income levels and encourage a sense of pride for residents.
Although these exterior appearances attract residents based on aesthetically pleasing physical improvements initially, for long term satisfaction, management offers superior customer service and retention programs. The positive community spirit that results from enrichment programs and increased value of the neighborhood as a result of new development and NAPM’s management techniques garners the attention of those in the community and makes NAPM-managed communities desirable places to live. NAPM’s outreach marketing plans involve targeting not only employees of retail industries, but also local school districts, hospitals, and other major employers. This proven management practice attracts market-rate households as well as affordable households to mixed- income properties and retains them by keeping a high standard for resident behavior and meticulous property maintenance. NAPM’s goal is to create a community in which all residents are proud to be members.
Because Norstar develops and NAPM manages very low, extremely low, and mixed-income properties, these developments present an opportunity for management to service residents from diverse socio- economic backgrounds. NAPM requires all onsite managers to develop rapport with the neighborhood associations, neighboring apartment community managers, and local police. By becoming involved in the community, local businesses and neighbors all became part of the management team to maintain community safety. Most Low Income Tax Credit site developments require resident enrichment programs per the Land Use Restriction Agreement. NAPM’s management teams are well-equipped to reach out to local municipalities as well as housing agencies to assist in filling these requirements. Many of these requirements dovetail with housing agencies’ pre-set objectives. Therefore, working together allows NAPM and its housing authority partners to accomplish more, in a timelier fashion, to more effectively benefit residents.
Norstar’s developments have proven to be catalysts for positive change in their surrounding neighborhoods by increasing the value of adjacent projects, thus encouraging new business investments. The combination of the enrichment initiatives, the resident-retention resources and the local market-savvy onsite team and vendors allows the residents of a NAPM-managed property to become a thread in the fabric which makes up local community spirit, support, and rapport.
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2. How the Proposed Development Aligns with Local Revitalization Initiatives (Maximum 45 Points)
The Applicant’s description is limited to no more than five (5) typed pages within the text box below. Note: Although the online Application system allows for more than five (5) pages, any portion of the description that is beyond five (5) pages will not be considered.
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Lincoln Village is located within a historically African-American community in downtown Bradenton (“City”), within the Washington Park neighborhood with frontage on the MLK corridor. In the late 90’s, multiple vacant lots appeared along MLK, and with increased deterioration of residential homes, Washington Park became a blighted urban neighborhood resulting in the City establishing revitalization goals and creating the Central Community Redevelopment Agency (“CCRA”) in July 2000. The CCRA’s main focal point is Washington Park and, specifically, the MLK corridor because it is the main commercial artery running east-west through the CCRA. The City of Bradenton’s CCRA Master Plan (https://docs.wixstatic.com/ugd/0a2bb3_dcee858096c645e18fb92223056b9f63.pdf), adopted in 2001 and updated in 2009, is the local plan/initiative for the one-mile area where Lincoln Village is located.
When the City created the CCRA, it also created two other CRAs: the Downtown CRA and the 14th Street CRA. Development has increased in the other two CRAs, which led City Council officials in 2018 to note that the CCRA now has the most critical revitalization need of all three CRAs. Through these CRAs, the City invested heavily in the revitalization of the downtown area, spurring more than $120 million in private and public development (see chart below). Unfortunately, most of this recent development caters to high income residents and businesses. The result is a fast-growing downtown that has little to no affordable housing for the workforce required to sustain these new developments. Although its location is close to many major employers and within walking distance to much of the new attractions and developments downtown, the 13-block Washington Park neighborhood is the City’s least densely populated area, has one of the lowest housing stocks, and contains some of the most deteriorating buildings in the CCRA. This situation has persisted in recent years even as surrounding neighborhoods have seen population inflow and increasing home values.
Lincoln Park is the redevelopment of 50 new mixed-income units to replace the former Love Apartments, once provided 38 much-needed rental units in Washington Park, but now have become substandard due to deferred maintenance. The Lincoln Village redevelopment of Love Apartments is critical not only because it will revitalize some of the only rental units in Washington Park, but also because it will address this area’s growing need for affordable housing. This need has rapidly increased as Bradenton’s fast population growth (North Port-Sarasota-Bradenton MSA ranked as the 13th fastest growing metropolitan area in the U.S. in 2018 according to Forbes) has elevated the price of housing stock in the area. Recent development has exploded in the downtown area of Bradenton. In fact, 2019 may be the biggest year of development since the opening of Riverwalk in 2012 as shown below:
Although these 90 units of workforce housing under construction will greatly support the area’s need for
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affordable housing, the City stakeholders and community leaders state this simply isn’t enough. With the influx in population and general growth of Bradenton, demand far exceeds supply and there remains a significant need for housing for employees who otherwise may be forced to find housing outside the City limits. Lincoln Village seeks to address this issue by removing 38 substandard rental units and replacing with 50 units of new affordable family housing.
The following goals, and some strategies for obtaining those goals, have been outlined in the CCRA Plan for the MLK Corridor and Washington Park. Also described below are the ways in which the community has worked to achieve these goals since the Plan’s implementation.
- Promote Connectivity Throughout the CCRA: To meet this goal, the CCRA commissioned the completion of a connectivity plan and market report to assess development and create an interconnection plan of the main buildable areas within Washington Park. The report evaluated and analyzed current demand for retail, office, and residential uses and provided site plans and renderings illustrating the future layout of Washington Park which emphasized new housing as its primary goal. The City collaborated with the CCRA on this report and has subsequently incorporated the zero-lot line homes and pedestrian mid-blocks with ample green space concepts into its Future Land Use Plan in order to address issues such as compatibility of land uses and roadways, traffic, character maintenance and development standards.
In 2014, the City incorporated form-based code into its Comprehensive Plan update which furthers the goals described above and focuses on pedestrian and community connectivity in alignment with the Master Plan. The CCRA and City held many community meetings and received ample resident feedback which resulted in the desire to provide residents with a more organized and beautiful atmosphere with an urban, walkable feel attempting to create jobs closer to housing and housing closer to jobs, as well as generally shortening commute times. When the City categorized Washington Park as an urban commercial corridor, it ensured that architecture, setbacks, look, and feel would attract people to the area.
- Promote Communications Throughout the CCRA: In recent years, the CCRA, the City, and local stakeholders have coordinated their efforts to revitalize the City. These efforts have shown their dedication to providing employment to City residents through their informal collaboration referred to as “anchor institution meetings.” These anchor institutions include Manatee Memorial Hospital, Beall’s Headquarters, Tropicana Headquarters, the Health Department and the School Board as well as the local government; all of which are located within one mile from Washington Park. Meetings are held to discuss potential employment, where employees are residing, how to attract more crucial employees, and what to do about the limited workforce and workforce barriers such as increased housing costs in the City. This collaboration illustrates the serious commitment these businesses have toward creating a successful and productive community.
- Enhance Appearance of the Area: Through the CCRA’s public engagement process, it learned that one of the most frequently-requested improvements to its revitalization areas was streetscape enhancements and sidewalk and bikeway additions. As a result, between 2006 and 2008 the CCRA
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completed multiple infrastructure improvements to three of the Redevelopment Area’s commercial arteries. In 2006, in addition to resurfacing MLK, the CCRA took a first step toward making MLK more pedestrian friendly and walkable by breaking up the wide expansive street with the installation of a landscaped median and streetscape enhancements that included improvements to landscaping and sidewalks and the installation of brick crosswalks and additional lighting. The City has worked closely with FDOT for years to provide beautification to streetscapes throughout the City while working to try to relieve traffic congestion throughout Bradenton evidenced by the replacement of the signalized intersection at MLK Ave. and 15th Street East (0.7 miles from Lincoln Village) with a roundabout to improve traffic flow. A shortage of turn lanes at the crossroads currently causes back-ups and creates a dangerous environment for bicycles and pedestrians. FDOT and the City are addressing this issue through a $3 million investment that will be completed in Spring 2019. Furthermore, the center of the roundabout is to be landscaped and designed to help beautify the area. All these improvements were meant to lay the infrastructure groundwork for business revitalization along the MLK corridor which has proven to be successful as illustrated by the many small businesses now established thereon.
In May 2017, the City developed a new Business Enhancement Program specifically for the CCRA district where the City set aside $25,000 for businesses to apply for small grants to improve exterior appearances visible from the street. Three businesses have applied for and been awarded the grant. Lou’s Hair Designers installed a new street sign for her business. American Water Oaks, Inc. resurfaced and restriped their parking lot and The Dancing Crane Gallery and Art, intends to repair and repaint the exterior of their business making it more attractive and adding new lighting and landscaping.
On September 27, 2017, the CRAs approved the Residential Improvement Grant Program. The program was designed to increase access to funding for improvements in the three redevelopment districts for the purpose of improving property conditions, values, and aiding in the elimination of slum and blight. The grant provides qualifying homeowners up to $2,500 to help with exterior and front yard improvements and landscaping. As of August 2018, 18 homeowners have utilized this program.
- Promote Private Sector Investment in the Area/Facilitate Private Development: The two largest employers in the City have chosen to establish themselves within the CCRA. In the early 2000’s, Tropicana agreed to annex into the City and pay taxes to be used for CCRA revitalization efforts. Tropicana’s total investment of approximately $100 million, contributed to multiple district infrastructure improvements. The Tropicana complex lies roughly in the center of the CCRA and employs over 1,200 Bradenton residents on a full-time basis; increasing by 150-200 annually. The CCRA and Tropicana are engaged in joint planning efforts to develop a Training and Professional Center that will meet the needs of Tropicana as an employer and the needs of residents and businesses by providing a place for residents and small business owners to participate in training classes, obtain business assistance and access office space. In addition, in 2007, Beall’s headquarters, which employs 1,924 individuals full-time, opened its new 150,000 square foot headquarters just blocks from Lincoln Village.
Realize Bradenton, established in 2009, is a local non-profit established to attract residents and small businesses to the area. Realize Bradenton focuses on public engagement, outreach, and capacity- building via special events and strategic marketing and communication. Walk Bradenton, its most
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recent initiative, functions as an interactive website and geo-location app that allows community members to find the closest restaurant, public art exhibit, store, attraction, landmark, public facility, and much more which has succeeded in attracting a multitude of residents as well as both large and small businesses to the area. Some businesses now located in Washington Park include: Tropical Smoothie, Direct Auto and Life Insurance, various local barber shops and restaurants, Racetrac, Dominos, Seven Eleven, Starbucks, Wawa, etc. In addition, in terms of transportation, while previously an issue for the MLK corridor, now has the area’s highest vehicular count and has successfully proven to allow for the natural expansion of commercial activity onto MLK since the Master Plan was enacted.
The CCRA has acquired properties located within the target area to help facilitate redevelopment and now owns 21 parcels of land, which includes several rental homes and vacant lots. In January 2018, the CCRA installed “Development Opportunity” signs on certain properties encouraging individuals to submit letters of interest. One 3.4 acre site received significant interest and the CCRA is in negotiations with a developer to build a grocery store.
- Promote Home Ownership/Economic Self Sufficiency: Although the CCRA has made progress toward this goal (as outlined below), Lincoln Village presents the CCRA’s best opportunity to provide a mix of affordable and market rate units right in the heart of Washington Park, and it will be the next housing success within the CCRA District. In 2009, the community established Suncoast Community Capital (“SCC”) to further economic development and self-sufficiency in the CCRA district. SCC is a not-for-profit organization whose mission is to increase financial independence and stability of low income families and communities. SCC is committed to developing economic potential for both businesses and residents in the CCRA district. SSC aids small business development, financial literacy, job readiness, and offers free income tax preparation. In 2010, the CCRA launched CareerEdge Workforce Funders Collaborative (CareerEdge), a workforce development organization that helps advance economic development by forming workforce partnerships that help employers identify and meet workforce needs, help employees and prospective employees with training, education, and job placement, and even provides skilled workers on a temporary basis. To date, CareerEdge has trained 3,142 individuals to enter the workforce, contributed to $20 million in new and increased wages, created 1,239 jobs, and assisted 6,990 community members in earning their degrees. In partnership with the Manatee Education Foundation, CareerEdge offers free computer training to 1,500 low income residents through a $1.1 million federal technology grant.
In terms of housing, Bradenton Village was of the first projects completed in the CCRA. Bradenton Village consisted of the redevelopment of a deteriorated, 28-acre Bradenton Housing Authority public housing community that was plagued with severe flooding due inadequate site infrastructure. This project was funded with approximately $120 million in CCRA TIF funding, HOPE VI funding, and local and private dollars. Bradenton Village helped achieve the Plan’s goal of rehabilitating housing by replacing a blighted 140-unit community with a new, vibrant community with over 350 units.
Habitat for Humanity recently established a new neighborhood revitalization initiative in Bradenton to increase its involvement in community projects. In 2016, Habitat began its revitalization work in Washington Park by building 12 homes, painting others, and generally improving the neighborhood.
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This project physically brought community members into Washington Park to assist in rehabilitating their own community, and its success spurred new interest in the revitalization. After the project’s completion, SCC began working with resident youth interested in starting businesses for one year while repairing credit and developing a business plan. Habitat, Neighbors Helping Neighbors, and SCC are now seeking to establish a coalition to revitalize the community. Habitat’s 2019 goal is to build five new homes in the area and complete twenty critical home repairs, which has been made possible thanks to the CCRA’s Residential Improvement Grant Program.
The City also approved a new grant program for all three CRAs in January 2019 to convert the second floor of commercial buildings into residential space by offering up to $6,000 per apartment or $25,000 for four units in grants. This not only will make the transformation of older buildings more affordable but will help contribute to the walkability of the City. Two awarded grants are helping the restaurant boom taking place. Chateau 13, a western European restaurant is set to open February 2019 (1.4 miles from Lincoln Village) and The Daily Dose Juice Garden (1.3 miles from Lincoln Village) is under construction. These grants have become important driving factors for the revitalization of the City.
- Youth Services/Facilities: Completed in 2010, Norma Lloyd Park is a 25-acre multi-phase park renovation that was funded with $3.37 million in direct CCRA dollars and private match dollars from the Tampa Bay Rays, the State of Florida, and federal funds. The renovation included a new press box and field house, a new playground funded by Home Depot, a lighted multi-purpose soccer field, refurbished baseball fields funded by the Pittsburgh Pirates and Tampa Bay Rays, basketball courts, and the new 13th Avenue Dream Center furnished with a full gymnasium, classrooms, an arts center and a computer center. Last year, 2,000 children participated in the center’s activities, including an after-school program, tutoring, arts, ethnic outreach, and a multitude of cultural and physical activities.
The overwhelmingly positive results of the CCRA’s revitalization efforts are displayed by the area’s 2016 statistics. For example, while over 50% of the residents earned under $25,000 annually in 2009, today only 29% earn less than $25,000 annually. In 2008, Washington Park’s estimated median household income was $30,784, which was less than half of the national average at the time. Now, the median household income is 36% higher at $41,977. In terms of diversity, in 2009 Washington Park had a diversity mix of 60% African American, 21% White, and 19% Latino. The demographics are more diverse today, with a mix of 25% African American, 45% White, and 30% Latino. Further, 55% of households were renter-occupied while the County was only 33.5% renter occupied. Today, Washington Park is under 48% renter-occupied. However, the issue we hope to address by way of this application is the rental pricing issue. Currently, for renters, over 37% of the residents pay more than $1,000 per month in rent with 58% of residents paying over 30% of their household income toward rent alone.
As a result, the community seeks to address this issue by making Lincoln Village a much-anticipated realty. Lincoln Village is the epicenter of the CCRA and the realization of one of the CCRA’s earliest and primary revitalization goals. The Lincoln Village project will stabilize a key residential area within the CCRA, further promote private investment and commercial development, and increase connectivity along a key stretch of the MLK Corridor. Most importantly, Lincoln Village will serve as the vital multifamily affordable housing project which the community has vocalized it so desperately needs.
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3. Access to Community-Based Services and Resources (Maximum 28 Points)
The Applicant’s description is limited to no more than three (3) typed pages within the text box below. Note: Although the online Application system allows for more than three (3) pages, any portion of the description that is beyond three (3) pages will not be considered.
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Lincoln Village is located in the Washington Park neighborhood, which is adjacent to downtown Bradenton and lies within Bradenton’s Central Community Redevelopment Area (CCRA). Downtown Bradenton is experiencing revitalization in the form of population and commercial growth, connectivity, and community engagement. Lincoln Village is also proximate to Bradenton’s Riverwalk, which is a focal point of this revitalization and serves as a new gathering place offering multiple options for arts, culture, dining, music, water sports, and other events. Although Bradenton has benefitted from this revitalization and growing attention, its need for affordable housing is greater than ever. Listed below are some beneficial and enriching community resources, services, and entertainment options Lincoln Village residents and their families may enjoy.
PUBLIC TRANSPORTATION: Because Lincoln Village is located just blocks off of two major roadways, it has multiple options for public transit. The Manatee County Area Transit’s (MCAT) #4 bus line runs directly in front of the site, and can take residents to Walmart, parks, Downtown Bradenton and a variety of places in between. The main downtown transfer station is located approximately 1 mile from the site and provides access to 9 routes and a trolley (detailed below) which will function to transport residents throughout the City.
EMPLOYMENT/CAREER OPPORTUNITIES: Not only is the North Port-Sarasota-Bradenton MSA one of the fastest growing metropolitan area’s in the nation according to Forbes, but this area boasts a 7.22% projected wage growth in 2018, 2.06% population growth in 2017, and a projected job growth of 2.64% in 2018. The Bradenton unemployment rate is approximately 3.0% as of May 2018 according to the Bureau of Labor Statistics. With such proximity to a major commuter roadway, Lincoln Village can provide housing for the workforce community Bradenton’s major employers say they desperately need. These employers (consisting of Manatee Memorial Hospital, Beall’s and Tropicana headquarters, as well as the Health Department and the School Board) meet regularly and work together to assess available jobs and encourage local graduates and community members to apply for these positions. Due to the upswing in development in downtown Bradenton and the boom associated with the community’s increased desire to reside close to the city center, the current cost of living and new high-end developments prove prohibitive for housing the workforce individuals these institutions need to maintain their operations. Lincoln Village is located in an area with ready access to public transit and, according to these anchor institutions, would serve as indispensable housing, the need for which is otherwise currently not met for low to median income families nearby. The Manatee County School District is the largest employer in Bradenton with 5,500 full-time employees. Lincoln Village is surrounded by many local public schools and the Manatee County Superintendent’s Office is less than 1 mile from the site. Beall’s, Inc. is the second largest employer in the city (employing 1,924 residents full- time) and its headquarters is accessible by bus, just 0.5 miles from the site. Manatee County Government and Manatee Memorial Hospital are the next largest employers with a total full-time
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employee count of 3,012. As the Manatee County Health Department is located approximately one block from the site and Manatee Memorial is located less than 1 mile, both are easily accessible. In addition, Tropicana Products employs 1,200 full-time employees and is located less than ½ mile from Lincoln Village. Finally, as recent as 2017, Sunz Insurance Company purchased and moved into a vacant commercial building located 1.4 miles from Lincoln Village, bringing to the area 300+ jobs with an estimated 200+ jobs to be created over 5 years.
HEALTH SERVICES: Manatee Memorial Hospital is the primary emergency care facility in Bradenton and, with 319 beds, is located approximately ½ mile from Lincoln Village. In addition, and across the street from Manatee Memorial is We Care Manatee which provides free medical care and referral services to low-income, uninsured and under-insured adult residents of Manatee County in partnership with community hospitals and other medical facilities. Further, East Manatee Family Health Care Center is located about ½ mile from Lincoln Village and serves as a private, not-for-profit medical group which offers Primary Care, OB/GYN, Pediatrics, Dentistry, and additional specialty services to Bradenton community members. Manatee County Health Department is located less than ¼th of a mile from Lincoln Village. While physicians are on call 24 hours/day, 7 days/week for emergencies, the Health Department is generally open from Monday to Friday and offers clinical and nutritional services, wellness services such as HIV/AIDS/STD prevention, refugee and immigration services, immunizations, health planning, group care, and infectious disease and environmental health services. In addition, Pelot’s Rexall Pharmacy, Vanguard Pharmacy, and CVS Pharmacy are all located approximately ½ mile from Lincoln Village and are accessible via the MCAT system.
YOUTH EDUCATION AND ACTIVITIES: The Manatee County school system has a current enrollment of approximately 48,600 K-12 students, 47 traditional public schools (31 elementary, 8 middle, 7 high schools and 1 K-8 School), 13 charter schools, and three more schools under construction this year. The School Board recently approved its largest budget to date of $886.7 million, which is tied to both increased property values and the County’s rapid growth in enrollment of approximately 6,000 students from 2016 to 2017. With attendance rates and home values rising so sharply, the need for affordable housing for families is more vital than ever. Lincoln Village residents fall within the Manatee Elementary, King Middle, and Manatee High School zones. All three schools are accessible via the Sarasota County Schools bus routing department, which currently provides individual routes on request. Parents can also apply for choice open enrollment for schools other than their children’s assigned schools. Childcare options for families include It’s a Small World day care (.2 miles), Manatee County Head Start (.4 miles), ABC-123 Children’s Academy (.6 miles), and Manatee United Methodist Pre-School (.8 miles). Located ½ mile from Lincoln Village, the Manatee Police Athletic League is a juvenile crime prevention program that uses athletics and recreational activities to tighten the bond between police officers and children within the community. The program also incorporates computer skills, mentoring, and homework help, and is available both after school and during the summer. With a current membership of 878 children, the league is accessible by two bus routes.
ARTS AND ENTERTAINMENT: Downtown Bradenton and the Riverwalk are both located approximately 1 mile from Lincoln Village and offer various free events on regular basis. The Riverwalk offers free concerts at the Mosaic Amphitheater, the Family Fun Zone and Splash Pad, a public skate park, art
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festivals, casual activities on the Great Lawn, and the Bradenton Farmer’s Market on Saturdays from October through May. Village of the Arts, the planetarium, the marina, and the aquarium are all located in the downtown center. Further development is ongoing as part of the City’s Riverwalk expansion plan. Construction began in July 2018 on an exercise pad that will include brand new exercise equipment covered by a canopy to shade from the sun. Downtown has become a hub for community events and draws community members to participate in activities throughout the week.
LECOM Park is located 1.3 miles from Lincoln Village. It currently serves as the spring training home of the Pittsburg Pirates. In addition, Pirate City, where the Pirates conduct training workouts, is located approximately 2.5 miles from Lincoln Village. Both Pirate City and LECOM underwent major renovations in 2008 as the result of a $20 million agreement between the team and the City. Manatee Performing Arts Center and the South Florida Museum are both located approximately 1 mile from Lincoln Village and are accessible via two bus routes. The Performing Arts Center is the community’s premier theater and the region’s center for cultural, educational and artistic expression offering Broadway musicals and various plays. The South Florida Museum is a natural and cultural history museum specializing in the history of Florida’s gulf coast. Construction is underway to expand the Museum’s footprint and add a children’s educational center called Mosaic Backyard Universe to be completed in June 2019. What was once a parking lot will soon be a 3,290-square-foot space with an indoor backyard featuring a 30-foot tree, a tree house, sandbox and freshwater habitat, and classrooms created to give children a hands-on and immersive learning experience.
PARKS AND RECREATION: Manatee Village Historical Park is a collection of historic buildings and artifacts which tell the story of the pioneer life in Florida. The Park offers free admission and open use of its pavilion, picnic tables, and dog park, with child entertainment offered at the Junior Junction. The Park is located just over ½ mile away from Lincoln Village and is accessible via two bus routes. Manatee Mineral Springs Park is another park located approximately 1 mile from Lincoln Village and is accessible via two bus routes. This state park offers playground equipment, a half-sized basketball court, picnic tables, and a gazebo. Riverwalk Splash Park is located on the Manatee River, approximately 1.3 miles from Lincoln Village, and is free to all visitors. Splash Park is a 1.5-mile park which provides outdoor family activities for the community including water park features, beach volleyball, a playground, art sculptures, a grassy area for outdoor activities, and various family-friendly events hosted daily on site.
SHOPPING AND GROCERY: Red Barn Flea Market is a 145,000 SF market/plaza is located 1 mile from Lincoln Village and is accessible via MCAT. Red Barn includes a family-owned and operated flea market with clothing, sporting goods, and home décor shops, as well as food courts, artistic murals, and a 60,000 SF open-air farmers market. Bravo Supermarket is a licensed grocery store and is located approximately 1.8 miles from Lincoln Village. Further quick service establishments such as Wawa, Starbucks, Domino’s Pizza, Racetrac, Tropical Smoothie, and Zeko’s Mediterranean Grill have all recently been erected within ½ mile of Lincoln Village. Because a bus route runs directly in front of Lincoln Village, these locations are all readily accessible and are at most a few blocks away. Further, a Beall’s store, a local barber shop, and the Manatee Community Federal Credit Union are all within ½ mile of Lincoln Village and would prove to be convenient for residents as all are similarly situated on the bus line.
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4. Approach Toward Tenant Application and Screening Procedures for Households with a Person with Special Needs Applying for Tenancy (Maximum 20 points)
The Applicant’s description is limited to no more than three (3) typed pages within the text box below. Note: Although the online Application system allows for more than three (3) pages, any portion of the description that is beyond three (3) pages will not be considered.
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Norstar Accolade Property Management (“NAPM”) is the affiliate property manager for all properties developed by Norstar Development USA, LP (“Norstar”), and its Florida development partners. Since 2008, Norstar has partnered with five different public housing authorities (“PHAs”) in Florida to complete twelve affordable housing communities. Virtually all the units NAPM manages for Norstar and its partners are affordable with ELI/special needs unit set asides. Accordingly, Norstar and NAPM recognize the importance of overcoming barriers for residents with disabling conditions to afford them convenient access to lease and reside in our communities. NAPM has developed special screening, application, and tenant selection processes to help remove barriers that would typically prevent special needs applicants, including those that face economic barriers, from leasing quality, safe, affordable housing. Since 2008, NAPM has helped more than 3,700 families and individuals lease affordable apartment homes, and over 1,100 of these residents were ELI/special needs applicants.
NAPM has found that lower income households and those with disabling conditions do not necessarily have access to media outlets, access to transportation, access to apply in person during office hours, a stable continuity in residency or employment, or the ability to communicate effectively, which often affects their backgrounds. With those types of barriers in mind, NAPM has established relationships with multiple non-profit agencies throughout Florida who have established referral processes for ELI and special needs individuals and families in their areas. Utilizing FHFC’s Link Strategy as well as other referrals, NAPM cultivates relationships with other agencies that can provide a safety net for their residents who are at risk. These agencies assist in keeping in contact with these households for ease in referring them to our communities and then providing supportive services to assist them with continuity. Currently, referring agencies through Link’s Strategy are: Sunshine Health, Charlotte County Homeless Coalition, Abuse Counseling and Treatment, Inc., Directions to Living, Disability Achievement Center and Heartland for Children. NAPM also provides on-site supportive services at its communities by tying together local service providers offering services such as case management, health and wellness screenings, transportation to community services, and access to healthy nutritional food options. Availability of the communities’ apartments will be provided to the referring agencies, non-profits in the area, faith-based organizations, city libraries, housing authorities, the local Department of Health and Human Services, and the Florida Department of Children and Families to ensure this targeted population is aware of the apartment community and the availability.
For those applicants with transportation issues, NAPM’s staff will make arrangements to visit each person in their current job or home to deliver the application package and information about the community. Online access to the application process is also available for those that need additional access afterhours. Additionally, applications and collateral material about the apartment community will be distributed to public libraries, supportive agencies, housing authorities, and faith-based organizations in the area for ease in application. Afterhours rent drop boxes are also offered onsite for delivery of applications afterhours.
NAPM’s qualifying guidelines were written to be inclusive of those with disabling conditions. Specific areas that NAPM has made accommodations are residential histories, credit and financial checks, criminal history, and upfront and move in costs. Lack of credit, poor credit, bankruptcies, foreclosures
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and medical collections are not considered in the evaluation of an applicant. Often due to factors beyond their control, applicants with disabling conditions are unable to meet the landlord’s expectations. NAPM would consider this during the qualifying process and research mitigating factors to assist in the evaluation of the applicant. NAPM would request residential histories for the past year and if there was a derogatory reference, NAPM would request the applicant and their advocate from the referring agency make themselves available to discuss the facts. In these circumstances, referral letters from transitional or homeless shelters will be acceptable in lieu of a landlord reference. Often in these cases, mitigating derogatory references may be as simple as setting up a payment plan with the prior landlord for the applicant to follow. In other cases, we research to determine whether the issue may have arisen because applicant was not residing in the unit temporarily due to medical reasons and the landlord didn’t follow up on the reasons for a lease violation. NAPM’s criminal guidelines do take into account trends, mitigating circumstances, and if the applicant has taken steps to correct their behavior through rehabilitation or counseling. For example, NAPM may accept these applicants if there is evidence they have been rehabilitated, or if their crime and sentence served is over 10 years old. This enables NAPM to remove or minimize barriers these applicants would typically face. In consideration of the safety of its ELI and special needs residents, as well as all other residents, though, NAPM will still screen out applicants with criminal records who threaten the health, safety, or right to peaceful enjoyment of the premises by other residents. Specifically, records indicating violent, sexual, or drug- related crimes without mitigating factors could serve as reasons for denial. NAPM understands the unique financial and credit challenges the extremely low income and special needs families and individuals often face, and that only when they are given a second chance are these families and individuals able to start on a new path toward successful self-sufficiency and stability.
Beyond the typical credit history issues, NAPM understands extremely low income and special needs applicants often struggle with application fees and security deposits as well. NAPM will not charge these applicants an application fee and will reduce its typical $500 security deposit to $100 for most ELI and special needs applicants allowing the applicant to pay the $100 in installments. NAPM frequently works with its local non-profit partners to facilitate payment of applicant security deposits by these partner agencies. At the time of application, applicants with disabling conditions will not be required to submit any payments.
Additionally, verification of income sources can often be difficult due to inconsistency in job history or income substantiation. For extremely low-income applicants the threshold for acceptance is lowered from 3 times the monthly rent to 2.5 times the tenant-paid portion of the rent, or the lower affordable rent. In general, the threshold for income is to ensure sustainability of the household for the long term. Income from any source will be verified and management will consider irregular periodic payments such as seasonal work, contributions from agencies and other sources, and SNAP benefits. In some cases, the applicant will be working through the process of job placement with a local back to work agency and management will verify the anticipated position and accept the applicant if the applicant has a supportive service that can subsidize the rent until a job is acquired.
Lastly, communication is paramount to an effective application and residency process. Utilizing the resources of caseworkers at the referring agencies and other supportive agencies, management will also
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obtain from the applicant not only their existing phone number, work phone number and email if available, but also, in case of emergency, their contact’s information so that effective communication can be established. In many cases in the past, management has met with applicants in their homes, at work, or at an agency to facilitate communication. In other cases, we have contracted with a translator to assist in communicating with those with speech or hearing impediments. Applicants need this direct communication in order to establish a long-term relationship with management.
Norstar and NAPM are supportive of reducing barriers to entry into our community and are confident in the above framework of applicant screening for persons with disabling conditions, but we also believe that our mandate is to assist these households with long term viability within our community. The responsibility of supporting that household through ongoing challenges is our priority. At its existing affordable housing communities, NAPM has partnered with multiple non-profit agencies to address resident needs associated with up-front as well as ongoing challenges. Specifically, NAPM has cultivated partnerships to provide: case management; health and wellness programs including medical screenings such as screening for diabetes, blood pressure, and HIV; vision and hearing exams; financial health classes; job training; transportation; and surplus food supply.
After completing the application and lease-up processes for residents, NAPM will employ various management practices to create a positive, safe environment and a sense of community. NAPM will ensure the community is well maintained, clean, attractive, and safe for both residents and visitors by actively enforcing lease provisions and facility policies. To do so, the staff will conduct quarterly maintenance inspections in all units to identify issues relating to life safety, maintenance, and compliance. Management will actively verify occupants in the units to ensure only qualified, known, and registered occupants reside in and utilize the facility. The staff will also utilize a well-developed work order tracking process to ensure maintenance issues are identified and addressed in a timely manner.
Other barriers for ELI and special needs households renting safe and well-maintained housing can be the lack of a welcoming rental environment. New tenants can feel isolated or disoriented, which can lead to potential problems. For this reason, NAPM provides an individualized orientation to make each new tenant aware of the available amenities and services and ensure that each tenant is cognizant of the community rules and lease obligations to avoid any unnecessary setbacks to tenancy. During the move in process, a management team member accompanies the resident to their unit and demonstrates the apartment to provide a working knowledge of their new home. Ongoing supportive services located onsite often help these at-risk households to integrate into the community through involvement with other residents and local resources. Supportive Services are key for the ELI and special needs households to integrate into a mainstream community. Services include for example, training on budgeting, nutrition, leadership skills, job training, how to be a good neighbor, and parental guidance. Through the established partnerships with the community, management also offers transportation to medical providers, donated surplus grocery delivery to the site and in some cases medical providers on the site weekly. From the application process to retention of residents, NAPM’s goal is to educate and provide programs to support the unique needs of affordable, ELI and special needs households to successfully integrate them into their communities.
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Page 29 of 29 RFA 2019-105 Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284
RFA 2019-105 DEVELOPMENT COST PRO FORMA (Page 1 of 8)
NOTES: (1) Developer fee may not exceed the limits established in Rule Chapter 67-48, F.A.C., or this RFA Any portion of the fee that has been deferred must be included in Total Development Cost. When the (2) Because Housing Credit equity proceeds are being used as a source of financing, complete Columns 1 and 2. The various FHFC Program fees should be estimated and included in column 2 for at least the Housing Credit Program. (3) General Contractor's fee is limited to 14% of actual construction cost (for Application purposes, this is represented by A1.1. Column 3), rounded down to nearest dollar. The General Contractor's fee must be disclosed. The General Contractor's fee includes General Conditions, Overhead, and Profit. (4) For Application purposes, the maximum hard cost contingency allowed cannot exceed 5% of the amount provided in column 3 for A1.3. TOTAL ACTUAL CONSTRUCTION COSTS for Developments where 50 percent or more of the units are new construction. Otherwise the maximum is 15%. The maximum soft cost contintengy allowed cannot exceed 5% of the amount provided in column 3 for A2.1 TOTAL GENERAL DEVELOPMENT COST. Limitations on these contingency line items post-Application are provided in Rule Chapter 67-48, F.A.C. (5) Operating Deficit Reserves (ODR) of any kind are not to be included in C. DEVELOPMENT COST and cannot be used in determining the maximum Developer fee. In addition, an ODR is not permitted in this Application at all. If one has been included, it will be removed by the scorer, reducing total costs. However, one may be included during the credit underwriting process where it will be sized. The final cost certification may include an ODR, but it cannot exceed the amount sized during credit underwriting. (6) Although the Corporation acknowledges that the costs listed on the Development Cost Pro Forma, Detail/Explanation Sheet, Construction or Rehab Analysis and Permanent Analysis are subject to change during credit underwriting, such costs are subject to the Total Development Cost Per Unit Limitation as provided in the RFA, as well as the other cost limitations provided in Rule Chapter 67-48, F.A.C., as applicable.
USE THE DETAIL/EXPLANATION SHEET FOR EXPLANATION OF * ITEMS. IF ADDITIONAL SPACE IS REQUIRED, ENTER THE INFORMATION ON THE ADDENDA LOCATED AT THE END OF THE APPLICATION.
What was the Development Category of the Proposed Development: New Construction (w/ or w/o Acquisition) Indicate the number of total units in the proposed Development: 50 Units
1 2 3 HC ELIGIBLE HC INELIGIBLE TOTAL COSTS COSTS COSTS DEVELOPMENT COSTS Actual Construction Costs Accessory Buildings 198,750.00 198,750.00
Demolition 120,000.00 120,000.00
New Rental Units 5,734,957.00 5,734,957.00
*Off-Site Work (explain in detail)
Recreational Amenities 66,250.00 66,250.00
Rehab of Existing Common Areas
Rehab of Existing Rental Units
Site Work 530,000.00 530,000.00 . *Other (explain in detail)
A1.1. Actual Construction Cost $ 6,529,957.00 $ 120,000.00 $ 6,649,957.00
A1.2. General Contractor Fee See Note (3) (Max. 14% of A1.1., column 3) $ 930,993.00 $ $ 930,993.00
A1.3. TOTAL ACTUAL CONSTRUCTION COSTS $ 7,460,950.00 $ 120,000.00 $ 7,580,950.00
A1.4. HARD COST CONTINGENCY See Note (4) $ 323,686.00 $ $ 323,686.00 Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284
RFA 2019-105 DEVELOPMENT COST PRO FORMA (Page 2 of 8) 1 2 3 HC ELIGIBLE HC INELIGIBLE TOTAL COSTS COSTS COSTS General Development Costs Accounting Fees 50,000.00 50,000.00
Appraisal 7,500.00 7,500.00
Architect's Fee - Site/Building Design 250,000.00 250,000.00
Architect's Fee - Supervision 75,000.00 75,000.00
Builder's Risk Insurance 150,000.00 150,000.00
Building Permit 90,000.00 90,000.00
Brokerage Fees - Land/Buildings
Capital Needs Assessment
Engineering Fees 100,000.00 100,000.00
Environmental Report 10,000.00 10,000.00
FHFC Administrative Fee See Note (2) 106,200.00 106,200.00
FHFC Application Fee See Note (2) 3,000.00 3,000.00
FHFC Compliance Fee See Note (2) 212,628.00 212,628.00
FHFC Credit Underwriting Fees See Note (2) 12,705.00 12,705.00
Green Building Certification/ HERS Inspection Costs 25,000.00 25,000.00
*Impact Fees (list in detail)
Inspection Fees 75,000.00 75,000.00
Insurance 25,000.00 25,000.00
Legal Fees 100,000.00 50,000.00 150,000.00
Market Study 7,500.00 7,500.00
Marketing/Advertising 50,000.00 50,000.00
Property Taxes 10,000.00 10,000.00
Relocation Costs 180,000.00 180,000.00
Soil Test Report 10,000.00 10,000.00
Survey 20,000.00 20,000.00
Title Insurance & Recording Fees 100,000.00 75,000.00 175,000.00
Utility Connection Fee 133,242.00 133,242.00
*Other (explain in detail)
A2.1. TOTAL GENERAL DEVELOPMENT COST $ 1,418,242.00 $ 509,533.00 $ 1,927,775.00
A2.2. SOFT COST CONTINGENCY See Note (4) $ 50,000.00 $ $ 50,000.00 Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284
RFA 2019-105 DEVELOPMENT COST PRO FORMA (Page 3 of 8) 1 2 3 HC ELIGIBLE HC INELIGIBLE TOTAL COSTS COSTS COSTS Financial Costs Construction Loan Origination/ Commitment Fee(s) 90,000.00 90,000.00
Construction Loan Credit Enhancement Fee(s) 0.00 0.00
Construction Loan Interest 270,000.00 127,500.00 397,500.00
Non-Permanent Loan(s) Closing Costs 72,000.00 72,000.00
Permanent Loan Origination/ Commitment Fee(s) 0.00 0.00
Permanent Loan Credit Enhancement Fee(s) 0.00 0.00
Permanent Loan Closing Costs 49,250.00 49,250.00
Bridge Loan Origination/ Commitment Fee(s)
Bridge Loan Interest
*Other (explain in detail)
A3. TOTAL FINANCIAL COSTS $ 432,000.00 $ 176,750.00 $ 608,750.00
ACQUISITION COST OF EXISTING DEVELOPMENT (excluding land) Existing Building(s)
*Other (explain in detail)
B. TOTAL ACQUISITION COSTS OF EXISTING DEVELOPMENT (excluding land) $ $ $
C. DEVELOPMENT COST $ 9,684,878.00 $ 806,283.00 $ 10,491,161.00 (A1.3+A1.4+A2.1+A2.2+A3+B)
Developer Fee See Note (1) Developer Fee on Acquisition Costs
Developer Fee on Non-Acquisition Costs 1,678,585.00 1,678,585.00
D. TOTAL DEVELOPER FEE $ 1,678,585.00 $ $ 1,678,585.00
E. OPERATING DEFICIT RESERVES See Note (5) $ $ $
F. TOTAL LAND COST $ 0.00 $ 0.00
G. TOTAL DEVELOPMENT COST See Note (6) $ 11,363,463.00 $ 806,283.00 $ 12,169,746.00 (C+D+E+F) Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284
RFA 2019-105 DEVELOPMENT COST PRO FORMA (Page 4 of 8)
Detail/Explanation Sheet
Totals must agree with Pro Forma. Provide component descriptions and amounts for each item that has been completed on the Pro Forma that requires a detailed list or explanation.
DEVELOPMENT COSTS
Actual Construction Cost (as listed at Item A1.)
Off-Site Work:
Other:
General Development Costs (as listed at Item A2.)
Impact Fees:
Other:
Financial Costs (as listed at Item A3.)
Other:
Acquisition Cost of Existing Developments (as listed at Item B2. )
Other:
NOTES: Neither brokerage fees nor syndication fees can be included in eligible basis. Consulting fees, if any, and any financial or other guarantees required for the financing must be paid out of the Developer fee. Consulting fees include, but are not limited to, payments for Application consultants, construction management or supervision consultants, or local government consultants.
RFA 2019-105 DEVELOPMENT COST PRO FORMA (Page 5 of 8)
CONSTRUCTION/REHAB ANALYSIS AMOUNT
A. Total Development Costs $ 12,169,746.00
B. Construction Funding Sources:
1. HC Equity Proceeds Paid Prior to Completion of Construction which is Prior to Receipt of Final Certificate of Occupancy or in the case of Rehabilitation, prior to placed-in service date as determined by the Applicant. $ 1,650,000.00
2. HC Equity Bridge Loan $
3. First Mortgage Financing $ 9,000,000.00
4. Second Mortgage Financing $
5. Third Mortgage Financing $
6. Grants $
7. Other: $
8. Other: $
9. Deferred Developer Fee $ 1,678,585.00
10. Total Construction Sources $ 12,328,585.00
C. Construction Funding Surplus (B.10. Total Construction Sources, less A. Total Development Costs): $ 158,839.00 (A negative number here represents a funding shortfall.)
Each Attachment must be listed behind its own Tab. DO NOT INCLUDE ALL ATTACHMENTS BEHIND ONE TAB. Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284
RFA 2019-105 DEVELOPMENT COST PRO FORMA (Page 6 of 8)
PERMANENT ANALYSIS AMOUNT
A. Total Development Costs $ 12,169,746.00
B. Permanent Funding Sources:
1. HC Syndication/HC Equity Proceeds $ 10,795,920.00
2. First Mortgage Financing $ 1,250,000.00
3. Second Mortgage Financing $
4. Third Mortgage Financing $
5. Grants $
6. Other: $
7. Other: $
8. Deferred Developer Fee $ 1,678,585.00
9. Total Permanent Funding Sources $ 13,724,505.00
C. Permanent Funding Surplus (B.9. Total Permanent Funding Sources, less A. Total Development Costs): $ 1,554,759.00 (A negative number here represents a funding shortfall.)
Each Attachment must be listed behind its own Tab. DO NOT INCLUDE ALL ATTACHMENTS BEHIND ONE TAB. Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284
RFA 2019-105 DEVELOPMENT COST PRO FORMA (Page 7 of 8)
The intent of this page is to assist the Applicant in determining a TDC PU Limitation for the proposed Development and comparing it to the appropriate RFA's TDC PU Limitation. The accuracy of the comparison is dependent upon the accuracy of the inputs and Florida Housing takes no responsibility in any programing errors. FHFC will not use this page to score TDC PU Limitation criteria. If FHFC makes any adjustments to the Applicant's data or assumptions, FHFC's TDC PU for Limitation purposes of the proposed Development or the TDC PU Limitation determined by FHFC may be different than the amounts provided below. Please read the RFA for qualifying responses and definition of terms. This table is optional and its use is at the sole discretion of the Applicant. Applicant is responsible to verify and be in compliance with all aspects of the Application to meet RFA criteria.
TDC PU LIMITATION ANALYSIS Not in South Florida, New Construction, Garden, ESSC.
In which county is the proposed Development to be located? Manatee (Medium County)
You have indicated above on row 32 that the Development Category of the Proposed Development is………………………………………….New Construction (w/ or w/o Acquisition)
What is the proposed Development's Development Type? Garden
Does the proposed Development qualify as Enhanced Structural Systems Construction (ESSC)? Yes
The TDC PU Base Limitation for the above defined Development is……………………………………$248,000
Does the proposed Development qualify for any of the following TDC PU Add-Ons or Multipliers? Choose all that apply.
1. (a) PHA is a Principal Add-On……………………………………………………………………..No (Select one or no (b) Requesting HOME funds from FHFC Add-On…………………………………………………. option, as applicable) (c) Requesting CDBG-DR funds from FHFC Add-On…………………………………………….
2. Tax-Exempt Bond Add-On…………………………………………………………………………………………….(Select if applicable)
3. (a) North Florida Keys Area Multiplier……………………………………………………………..No (Select one option if (b) South Florida Keys Area Multiplier…………………………………………………………….No applicable)
4. (a) Persons with Special Needs Multiplier………………………………………………………… (Select one or no (b) Persons with a Disabling Condition Multiplier………………………………………………… option, as applicable) (c) Homelss Demographic Multiplier……………………………………………………………….
5. Elderly ALF Multiplier……………………………………………………………………………. (Select if applicable)
6. (a) Less than 51 units Multiplier*……………………………………………………………………. (Select one option if (b) More than 50 units, but less than 81 units Multiplier*………………………………………… applicable) *For 9% HC Permanent Supportive Housing RFAs only. The proposed Development must be new construction to qualify as well as not being located in Monroe County.
The final overall TDC PU Limitation for the above defined Development is……………………$248,000.00
Derivation of the TDC PU of the proposed Development for Limitation purposes:
Total Development Costs (Line G., column 3) $12,169,746.00
Less Land Costs (Line F., column 3) $0.00
Less Operating Deficit Reserves (Line E., column 3) $0.00
Less Demolition and Relocation Costs, if applicable $0.00
TDC of the proposed Development for Limitation Purposes: $12,169,746.00
TDC PU of the proposed Development for Limitation Purposes: $243,394.92
Is the proposed Development's TDC PU for Limitation purposes equal to or less than the TDC PU Limitation provided in the RFA?...... Yes Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284
RFA 2019-105 DEVELOPMENT COST PRO FORMA (Page 8 of 8)
The intent of this page is to assist the Applicant in determining the overall Average Median Income for the proposed Development. This portion of the Development Cost Pro Forma is to assist the Applicant in understanding some of the variables involved when selecting Income Averaging as the minimum housing credit set-aside offered in the RFA. The data entered below will not be used to score the Application. The entries below will not be used to establish the Applicant's set-aside commitment for Application purposes. This is to be used as a tool to assist the Applicant in selecting appropriate set-aside commitments in the Application. The accuracy of the table is dependent upon the accuracy of the inputs and Florida Housing takes no responsibility in any programing errors. This table is optional and its use is at the sole discretion of the Applicant. Applicant is responsible to verify and be in compliance with all aspects of the Application to meet RFA criteria.
INCOME AVERAGING WORKSHEET
AMI Set-Aside # of Units % of Units
20% 0.00% (ELI Designation) 30% 0.00% 40% 0.00% 50% 0.00% 60% 0.00% 70% 0.00% 80% 0.00% (This should match the HC Set-Aside Total Qualifying Housing Credit Units 0 0.00% Commitment in the Application) Market Rate Units 0.00%
Total Units 0 0.00% Average AMI of the Qualifying 0.00% Housing Credit Units Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284
Principal Disclosures for Applicant APPROVED for HOUSING CREDIT APPLICATION FHFC Advance Review 10.16.18 Select the organizational structure for the Applicant entity: The Applicant is a: Limited Partnership
Provide the name of the Applicant Limited Partnership:
Lincoln Village, LLLP First Principal Disclosure Level: Click here for Assistance with Completing the Entries for the First Level Principal Disclosure for the Applicant First Level Select Type of Principal of Select organizational structure Entity # Applicant Enter Name of First Level Principal of First Level Principal identified
1. General Partner Norstar Lincoln Village, Inc. For-Profit Corporation 2. Non-Investor LP Higgins, Richard L. Natural Person 3. Investor LP Higgins, Richard L. Natural Person
Second Principal Disclosure Level: Lincoln Village, LLLP Click here for Assistance with Completing the Entries for the Second Level Principal Disclosure for the Applicant Select the corresponding First Level Principal Entity # from Select the type of Principal above for which the Second being associated with the Select organizational structure Level Principal is being Second Level corresponding First Level of Second Level Principal identified Entity # Principal Entity Enter Name of Second Level Principal identified
1. (Norstar Lincoln Village, Inc.) 1.A. Executive Director Silver, Gary B. Natural Person 1. (Norstar Lincoln Village, Inc.) 1.B. Executive Director Brown, Neil Natural Person 1. (Norstar Lincoln Village, Inc.) 1.C. Director Higgins, Richard L. Natural Person 1. (Norstar Lincoln Village, Inc.) 1.D. Officer Brown, Neil Natural Person 1. (Norstar Lincoln Village, Inc.) 1.E. Officer Higgins, Richard L. Natural Person 1. (Norstar Lincoln Village, Inc.) 1.F. Shareholder Norstar Florida Holdings, LLC Limited Liability Company 1. (Norstar Lincoln Village, Inc.) 1.G. Shareholder Black Locust, LLC Limited Liability Company
Third Principal Disclosure Level: Lincoln Village, LLLP Click here for Assistance with Completing the Entries for the Third Level Principal Disclosure for the Applicant
Select the type of Principal Select the corresponding Second Level Principal being associated with the The organizational structure of Entity # from above for which the Third Level corresponding Second Level Enter Name of Third Level Principal Third Level Principal identified Principal is being identified Principal Entity who must be a Natural Person Must Be a Natural Person
1.F. (Norstar Florida Holdings, LLC) Manager Silver, Gary B. Natural Person 1.F. (Norstar Florida Holdings, LLC) Manager Brown, Neil Natural Person 1.F. (Norstar Florida Holdings, LLC) Member Silver, Gary B. Natural Person 1.F. (Norstar Florida Holdings, LLC) Member Brown, Neil Natural Person 1.G. (Black Locust, LLC) Managing Member Higgins, Richard L. Natural Person
Page 1 of 2 Principals of the Applicant and Developer(s) Disclosure Form (Form Rev. 08-16) Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284
Principal Disclosures for the Developer APPROVED for HOUSING CREDIT APPLICATION FHFC Advance Review 10.16.18 How many Developers are part of this Application structure? 1 Select the organizational structure for the Developer entity: The Developer is a: Limited Partnership
Provide the name of the Developer Limited Partnership:
Norstar Development USA, LP
First Principal Disclosure Level: Norstar Development USA, LP Click here for Assistance with Completing the Entries for the First Level Principal Disclosure for a Developer First Level Select Type of Principal of Select organizational structure Entity # Developer Enter Name of First Level Principal of First Level Principal identified
1. General Partner Nordev, Inc. For-Profit Corporation 2. Limited Partner Black Locust, LLC Limited Liability Company 3. Limited Partner Donatello Corporation For-Profit Corporation
Second Principal Disclosure Level: Norstar Development USA, LP Click here for Assistance with Completing the Entries for the Second Level Principal Disclosure for a Developer Select the corresponding First Level Principal Entity # from Select the type of Principal above for which the Second being associated with the Select organizational structure Level Principal is being Second Level corresponding First Level of Second Level Principal identified Entity # Principal Entity Enter Name of Second Level Principal identified
1. (Nordev, Inc.) 1.A. Officer Higgins, Richard L. Natural Person 1. (Nordev, Inc.) 1.B. Officer Brown, Neil Natural Person 1. (Nordev, Inc.) 1.C. Officer Silver, Gary B. Natural Person 1. (Nordev, Inc.) 1.D. Director Brown, Neil Natural Person 1. (Nordev, Inc.) 1.E. Director Silver, Gary B. Natural Person 1. (Nordev, Inc.) 1.F. Shareholder Norstar USA, Ltd. For-Profit Corporation 2. (Black Locust, LLC) 2.A. Managing Member Higgins, Richard L. Natural Person 3. (Donatello Corporation) 3.A. Officer Silver, Gary B. Natural Person 3. (Donatello Corporation) 3.B. Officer Brown, Neil Natural Person 3. (Donatello Corporation) 3.C. Director Silver, Gary B. Natural Person 3. (Donatello Corporation) 3.D. Director Brown, Neil Natural Person 3. (Donatello Corporation) 3.E. Shareholder The Brown Business Trust Trust 3. (Donatello Corporation) 3.F. Shareholder The Silver Business Trust Trust
Page 2 of 2 Principals of the Applicant and Developer(s) Disclosure Form (Form Rev. 08-16) Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284
Attachment 1 Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284 Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284 Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284 Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284
Attachment 2 Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284 State of Florida Department of State
I certify from the records of this office that LINCOLN VILLAGE, LLLP is a limited partnership organized under the laws of the State of Florida, filed on August 31, 2016.
The document number of this limited partnership is A16000000446.
I further certify that said limited partnership has paid all fees due this office through December 31, 2018 and that its status is active.
I further certify that said limited partnership has not filed a Certificate of Withdrawal.
Given under my hand and the Great Seal of the State of Florida at Tallahassee, the Capital, this the Twelfth day of September, 2018
Tracking Number: CU9748849915
To authenticate this certificate,visit the following site,enter this number, and then follow the instructions displayed.
https://services.sunbiz.org/Filings/CertificateOfStatus/CertificateAuthentication Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284
Attachment 3 Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284
Not Applicable Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284
Attachment 4 Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284 State of Florida Department of State
I certify from the records of this office that NORSTAR DEVELOPMENT USA, L.P. is a Texas limited partnership authorized to transact business in the State of Florida, qualified on June 9, 1997.
The document number of this limited partnership is B97000000284.
I further certify that said limited partnership has paid all fees due this office through December 31, 2018 and that its status is active.
I further certify that said limited partnership has not filed a Certificate of Withdrawal.
Given under my hand and the Great Seal of the State of Florida at Tallahassee, the Capital, this the Twenty-ninth day of October, 2018
Tracking Number: CU0918311144
To authenticate this certificate,visit the following site,enter this number, and then follow the instructions displayed.
https://services.sunbiz.org/Filings/CertificateOfStatus/CertificateAuthentication Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284
FHFC RFA #2019-105 - Attachment #4
Prior General Development Experience Chart
Name of natural person Principal with the required experience: Richard L. Higgins
Name of Developer Entity (for the proposed Development ) for which the above Individual is a Principal: Norstar Development USA, LP
Location Affordable Housing Program Name of Development (City & State) that Provided Financing Total Number of Units Year Completed Gulf Breeze Apartments Punta Gorda, FL 4% LIHTC/RRLP/Supp 171 2008 Renaissance Preserve Senior Fort Myers, FL 9% LIHTC/SAIL/Supp 120 2009 Sunrise Park Apartments Lake Wales, FL 9% LIHTC/TCEP 72 2012 Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284
Attachment 5 Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284
RFA #2019-105 – Attachment 5
Prior General Management Experience Chart
Name of Management Company or a Principal of the Management Company with the Required Experience: Norstar Accolade Property Management Length of Time Total Currently Managing (Number of Number of Name of Development Location (City, State) or Formerly Managed Years) Units Gulf Breeze Apartments Punta Gorda, Florida Currently Managing 8 171 Venetian Walk I Venice, Florida Currently Managing 4 60 Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284
Attachment 6 Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284
Not Applicable Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284 Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284 Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284
Attachment 8 Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284 Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284
GROUND LEASE BETWEEN CENTRAL COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF BRADENTON, FLORIDA AND LINCOLN VILLAGE, LLLP
Basic Lease Information
EF'F'ECTIVE DATE: AS OF FEBRUARY 2O,2OI8
LANDLORD: CENTRAL COMMLTNITY REDEVELOPMENT AGENCY OF THE CITY OF BRADENTON, FLORIDA
TENANT: LINCOLN VILLAGE, LLLP, a Florida limited liability limited partnership
PREMISES: CERTAIN LAND SITUATED IN THE CITY OF BRADENTON, COLINTY OF MANATEE, AND STATE OF FLORIDA, AS MORE PARTICULARLY DESCRIBED IN EXHIBIT A
COMMENCEMENT DATE: AS PROVIDED IN SECTION 5.2
TERM: AS PROVIDED IN SECTION 5.1
LANDLORD'S ADDRESS: CENTRAL COMMLINITY REDEVELOPMENT AGENCY OF THE CITY OF BRADENTON, FLORIDA 101 Old Main Street Bradenton, FL34205 Attention: Executive Director
TENANT'S ADDRESS: LINCOLN VILLAGE,LLLP 200 South Division Street Buffalo, New York 14204 Attention: Richard L. Higgins
{.** The Basic Lease Information is part of the Lease, however, if any of the Basic Lease Information contradicts any provision of the Lease, then the provision of the Lease prevails.
#4537836 v5 38073-0022 Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284
TABLE OF CONTENTS
Page
ARTICLE 1 RECITALS. ARTICLE 2 INCORPORATION OF RECITALS AND DEMISE OF LEASEHOLD INTEREST. 1
Section 2.1 Incorporation of Recitals 1 Section 2.2 Leasehold Interest 1 ARTICLE 3 IMPROVEMENTS.. 2 Section 3.1 Development Constructed...... 2 Section 3.2 Compliance with Laws...... '.... 2 Section3.3 Approvals,PermitsandLicenses...... 2 Section3.4 OwnershipofDevelopment...... 2 Section 3.5 Amendments to Plans and Specifications 2 a ARTICLE 4 REPRESENTATIONS AND V/ARRANTIES. J Section 4.1 Landlord's Representations and \Marranties J Section 4.2 Tenant' s Representations ancl Vy'arranties J ARTICLE 5 TERM J Section 5.1 Term of Lease J Section 5.2 Commencement Date. J ARTICLE 6 RENT PAYMENTS...... 4 Section 6.1 Rent Payments...... 4 Section 6.2 Payments by Tenant upon Commencement of Construction of the Development ...... 5 ARTICLE 7 TAXES; OPERATING EXPENSES 5 Section 7.1 Taxes 5 Section 7.2 Project Operating Expenses ...... 5 ARTICLE 8 INSURANCE; PAYMENT AND PERFORMANCE BONDS 5
Section 8.1 Tenant's Insurance and Payment and Performance Bonds'. 5 Section 8.2 Landlord' s Insurance.. 6 #4537836v5 38073-0022 i
Ground Lease Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284
ARTICLE 9 USE OF PREMISES, COMPLIANCE WITH LAWS AND COVENANTS AND TENANT'S INDEMNITY...... 7 Section 9.1 Permitted Use...... ',...... 7 Section 9.2 Compliance with Laws...... 7 Section 9.3 Intentionally Deleted. .,.',.,,,,'.7 Section 9.4 Tenant's Indemnity 7 Section 9.5 Landlord's Rights.. ..''....',.,7 ARTICLE 10 ENVIRONMENTAL CONDITIONS ...... 8
Section 10.1 Tenant's Environmental Covenants ...... 8 Section 10.2 Landlord' s Environmental Covenants ...... 8
Section 10.3 Tenant' s Environmental Indemnity ...... 9 Section 10.4 Environmental Definitions...... 9 Section 10.5 Survival ...... 10 ARTICLE 11 ASSIGNMENTS, SUBLEASES AND TRANSFERS ...... 10
Section I 1.1 Consent Required ...... 10 Section I 1.2 Subsequent Assignment ...... 10
Section 1 1.3 Request for Consent ..... 10 Section I 1.4 Transfer by Landlord ...... 1t ARTICLE 12 LEASEHOLD FINANCING...... 11 Section12.l RighttoMortgage...... 11 section 12.2 Consent Required for Termination and Amendments 11 Section 12.3 Default Notice l1 Section 12.4 Notice to Equity Investor and Leasehold Mortgagee...... '...... '...... 12 Section 12.5 Procedure on Default l3 Section 12.6 Extension of Cure Period...... T3 Section 12.7 Right to New Lease...... 13 Section 12.8 Assumption of Tenant' s Obligations ...... t4 Section 12.9 Non-Curable Defaults 15 Section 12.10 No Merger 15 Section 12.11 Landlord' s Fee to Remain Unsubordinated'...... '...... t5 Section 12.12 Sale of Premises 15
#4537836 v5 38073-0022 ii
Ground Lease Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284
ARTICLE 13 MAINTENANCE AND REPAIR...... 16 Section 13.1 Tenant's Obligations ...... l6 ARTICLE 14 ALTERATIONS...... 16 Section 14.1 Consent..... t6 Section 14.2 No Liens...... 16 ARTICLE 15 SURRENDER ... t7
Section 15.1 Expiration of Term ,..,,,..''' 17 ARTICLE 16 CASUALTY, CONDEMNATION .,....''',, 17 Section 16.1 Damage or Destruction to Premises'.. t7 Sectionl6.2 IntentionallyDeleted. 18 Section 16.3 Condemnation..... 18
ARTICLE 1 7 DEFAULT AND REMEDIES ...... 19 Section 17.1 Landlord's Right to Perform ...... 19 Section 17.2 Events of Default ..,,.'20 Section 17.3 Remedy .,,..,21 Section 17.4 Tenant's Right to Perform 2l Section 17.5 Excusable Delay...... 22 ARTICLE I 8 MISCELLANEOUS ..,.'..,.22 ...... ,.,22 Section 18.1 No Brokers , Section 18.2 Recordation .,'',.'.,22 Section 18.3 Time of Essence...... ,,...... 22 Section 18.4 No Waiver...... 22 Section 18.5 Joint and Several Liability 23 Section 18.6 Captions and Gender 23 Section 18.7 Entire Agreement 23 Section 18.8 Amendment ,,,.23 Section 18.9 Severability. ....23 Section 18.10 Notices ,..,24 Section 18.11 Waiver of Jury Trial..... ,,,....24 Section 18.12 Cooperation...... 24 Section 18.13 Additional Releases, Utility Easements 25 #453783638073-0022 v5 iii
Ground Lease Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284
Section 18.14 Goveming Law and Venue 25 Section 18.15 Cumulative Rights. 25 Section 18.16 Non-Merger...... 26 Section 18.17 No Third Party Beneficiary...... 26
Section 18.18 Intentionally D eleted . 26 Section 18.19 Quiet Enjoyment 26 Section 18.20 Counterparts ...... 26 Section 18.21 Litigation Fees...... 26 Section 18.22 Limited Liability of Landlord ...... 27 Section 18.23 Access 27
#4537836v5 38073-0022 tv
Ground Lease Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284
GROUND LEASE
THIS GROUND LEASE (this "Lease") dated as of February 20,2018 (the "Effective Date"), is by and between (Ð CENTRAL COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF BRADENTON, FLORIDA, a public body corporate and politic of the State of Florida created pursuant to Title XI, Chapter 163.330-163.45, Part III Florida Statutes ("Landlord"), whose address is 101 Old Main Street, Suite 301, Bradenton, FL34205; and (ii) LINCOLN VILLAGE, LLLP ("Tenant"), whose address is 200 South Division Street, Buffalo, ooParties". New York 14204. Landlord and Tenant are jointly referred to herein as the
ARTICLE 1 RECITALS
WHEREAS, Landlord is the owner of the real property situated in Manatee County (the "County") more particularly described on Exhibit A (the "Premises")'
WHEREAS, the development shall be a multifamily residential development consisting of fifty (50) rental units (the 'oTax Credit Units"). The Tax Credit Units and all amenities appurtenant thereto (collectively, the "Improvements") shall be constructed on the Premises owned by Landlord and leased to Tenant hereunder. The Premises and the Improvements constructed thereon and developed and operated by Tenant, to be known as Lincoln Village Apartments, are referred to herein as the "Development".
NOW' THEREFORE, in consideration of these presents, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant hereby enter into this Lease on the terms and conditions set forth herein.
ARTICLE 2 INCORIDORATION OIi RECITALS AND DEMISE OIi LEASEHOLD INTEREST
Section 2.1 Incorporation of Recitals.
The recitals are hereby incorporated into this Lease by reference and are made a part hereof.
Section 2.2 Leasehold Interest
(a) Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the Premises upon the terms and conditions stated herein, and subject only to those matters affecting title which are shown of record as of the Commencement Date (the "Permitted Encumbrances").
(b) Tenant shall have the right to enter into such easements, licenses and similar agreements as may be necessary or desirable to facilitate the construction and operation of the Development. In connection therewith, Landlord agrees to execute and deliver any and all easements, licenses, permits and/or applications necessary for the Development, and any costs related thereto shall be Tenant's responsibility.
#4537836v5 38073-0022 1 Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284
ARTICLE 3 IMPROVEMENTS
Section3.l DevelopmentConstructed.
(a) Tenant shall construct the Improvements on the Premises at its sole expense and subject to the terms and conditions of this Lease, the Master Development Agreement to be entered into by and between Landlord and Norstar Development USA, L.P., as amended from o'Development time to time (the Agreement").
(b) The Development will be subject to (i) a certain Extended Low-Income Housing Agreement to be entered into by Florida Housing Finance Corporation and Tenant and recorded among the Land Records of the County (the "Tax Credit Restrictive Covenant") with respect to the Tax Credit Units, and (ii) other reasonable documentation required by Tenant's financing as reasonably approved by Landlord.
Section 3.2 with Laws.
The Development shall be constructed in a good and workmanlike manner and in accordance with the requirements of all applicable provisions of all applicable laws, ordinances, codes, orders, rules and regulations of all governmental authorities, agencies or departments having jurisdiction over the Development, including, but not limited to, Landlord, the U.S. Department of Housing and Urban Development ("HUD") (where applicable) and the City of Bradenton (the "City").
Section 3.3 Approvals. Permits and Licenses.
Tenant and Landlord shall apply for and prosecute, or cause to be applied for and prosecuted, with reasonable diligence, all necessary approvals, permits and licenses required for ihe demolition of any existing improvements on the Premises and the construction, development, use and occupancy of the Development. Landlord shall cooperate with Tenant as may be necessary to facilitate the same.
Section 3.4 Ownership of Development.
Landlord and Tenant acknowledge and agree that Tenant shall be the owner of the Improvements comprising the Development, and as such, Tenant shall be entitled to all depreciation deductions and low income housing tax credits or other benefits for income tax purposes relating to the Improvements.
Section 3.5 Amendments to Plans and Specifications.
Tenant shall take no action to effectuate any material amendments, modifications or any other alterations to the plans and specifications for the Development unless Landlord has approved such, in wïiting and in advance, which approval shall not be unreasonably withheld, conditioned or delayed.
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ARTICLE 4 REPRESENTATIONS AND WARRANTIES
Section 4.1 Landlordts Representations and Warranties.
Landlord hereby represents and warrants to Tenant that:
(a) As of the Commencement Date, the Landlord will own fee simple, good and marketable title to the Premises, free and clear of all liens, charges, encumbrances, encroachments, easements, restrictions, occupancies or agreements and other matters affecting title, subject to the Permified Encumbrances. (b) As of the Commencement Date, there will be no unpaid special assessments of which Landlord has received notice, or of which Landlord is otherwise aware, for sewer, sidewalk, water, paving, gas, electrical or utility improvements or other capital expenditures, matured or unmatured, affecting the Premises.
(b) The person signing this Lease on behalf of Landlord is authorized duly and validly to so sign.
Section 4.2 Tenantts Representations and Warranties.
Tenant hereby warrants and represents to Landlord that:
(a) Tenant is, and as of the Commencement Date will be, a duly organized and lawfully existing limited liability limited partnership under the laws of the State of Florida.
(b) Tenant has, and as of the Commencement Date will have the full right, power and authority to make, execute, deliver and perform this Lease.
(c) The person signing this Lease on behalf of Tenant is authorized duly and validly to so sign.
ARTICLE 5 TERM
Section 5.1 Term of f ,ease.
This Lease shall be for a minimum term (i) commencing on the Effective Date, and (ii) unless otherwise provided by law, terminating on the expiration of seventy five (75) years from the date the Development becomes available for occupancy (the "Term").
Section 5.2 Date.
The date on which Tenant closes on the construction financing with respect to the ooCommencement Development is the Date".
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ARTICLE 6 RENT PAYMENTS
Section 6.1 Rent Pavments.
Tenant shall pay to Landlord annual rent payments ("Rent") in the amount of Ten Thousand Dollars ($10,000) annually in arrears, on April 1 of each calendar year, applicable to the calendar year immediately preceding the payment date. Such payments shall commence on the April I which first follows the date on which the Development is completed and is 90o/o occupied by residential tenants, and shall continue on each April 1 thereafter throughout the term of this Lease, with proration for any partial year. Cash flow shall be the amount of revenue generated from the Development which remains after the payment of all operating expenses of the Development, including but not limited to all debt, including reserves and fees, servicing and monitoring fees, developer fee, management fees, operating expenses, repairs, replacements, maintenance, taxes, insurance, and other expenses of the Development. Notwithstanding the foregoing, to the extent there is not sufficient cash flow generated by the Development to pay any annual installment of Rent, any annual Rent payment that is unpaid, in whole or in part, shall accrue without interest thereon, and be payable from future years' available cash flow. Further notwithstanding the foregoing, Rent shall be tolled and shall accrue in the event any such payment of Rent otherwise due here under would cause the Tenant to be in violation of (a) any debt service coverage ratio or (b) any other income to expense ratio which may be required to be maintained by Tenant pursuant to any loan documents or equity syndication documents relating to the Development.
Futher, accrued but unpaid Rent shall bc payable from any available proceeds upon any of the following (each a "Payment Event"):
(a) Sale of Development: Upon the occurrence of a sale of the Development and Tenant's leasehold estate hereunder, accrued but unpaid Rent shall be due and payable from the net sales proceeds payable to Tenant following the satisfaction of all outstanding debt, the payment of applicable documentary stamp tax on the transfer (if any), the payment of customary brokerage fees, attorneys' fees and costs and the payment of all other reasonable and customary closing costs. Any portion of the accrued but unpaid Rent remaining after the application of the net sales proceeds shall be forgiven.
(b) Net Loan Proceeds. In the event that any mortgage debt encumbering the Development is refinanced (that is, the existing debt is paid off and replaced with new debt, secured by mortgages encumbering the Development), to the extent that there are Net Loan Proceeds (defined below), then such Net Loan Proceeds shall be paid by Tenant to the Landlord, as a partial payment or payment in full (depending on the amount of the Net Loan Proceeds) to reduce the then outstanding accrued but unpaid Rent. The term "Net Loan Proceeds" shall mean any funds remaining after payment in full of the existing debt, all costs of such refinancing, including, without limitation, brokerage fees, origination fees, the establishment of any required reserve or escrow accounts, due diligence costs, attorneys' fees and costs, underwiting fees, title insurance costs, recording fees, documentary stamp tax and intangibles taxes, and similar charges reasonably associated with a typical refinancing for the type of debt currently encumbering the Development. #4537836 v5 38073-0022 4 Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284
Section 6.2 Payments by Tenant upon Commencement of Construction of the . Development. Other than as expressly set forth in this Lease, all costs, expenses, liabilities, charges or other deductions whatsoever with respect to the Premises and the construction, ownership, leasing, operation, maintenance, repair, rebuilding, use or occupation of the Premises or the Development shall be the responsibility of Tenant.
ARTICLE 7 TAXES: OPERATING EXPENSES
Section 7.1 Taxes.
Tenant will pay or cause to be paid (i) any real estate taxes which are assessed against the Premises by any taxing authority during the Term, or (ii) any payments to the extent required by a cooperation agreement or amendment thereto providing for payments in lieu of taxes which is entered into by Tenant or Landlord with the City or any other taxing entity during the Term. Tenant will pay or cause to be paid all real estate recordation taxes incident to this Lease, if any. Each party agrees to cooperate with any effort on the part of the other party to appeal any tax assessment.
Section 7.2 Proiect Operating Expenses.
Tenant will pay or cause to be paid all costs and expenses attributable to or incurred in connection with the operation, maintenance and repair of the Premises and the Development (collectively, the "Operating Expenses") during the Term.
ARTICLE 8 INSURANCE¡ PAYMENT AND PERFORMANCE BONDS
Section 8.1 Tenantts Insurance and Payment and Performance Bonds.
Tenant will, at its sole expense, obtain and keep in force, adequate insurance and payment and performance bonds to protect Tenant and Landlord from loss as follows:
(a) "411 Risk" Coverage. Tenant will, at its sole expense (but nevertheless as a ooall-risk" portion of Operating Expenses) obtain and keep in force during the Term, coverage insurance on the Development naming Tenant and Landlord as the insured, as their interests may appear, in the customary form in the City for buildings and improvements of similar character. Thì amount of such insurance will be set forth on an 'oagreed amount endorsement" to the policy of such insurance and will not be less than 100% of the full replacement value of the improvements on the Premises, as determined from time to time.
(b) General Liability. Tenant will, at its sole expense (but neverthelsss as a portion of Operating Expenses) obtain and keep in force during the Term general liability insurance with a combined limit of not less than Five Million Dollars ($5,000,000.00), for injury to or death of any one person, for injury to or death of any number of persons in one occurrence, and for damage io property, insuring against any and all liability of Landlord and Tenant including, #4537836v5 38073-0022 5 Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284
without limitation, coverage for contractual liability and broad property damage, with respect to the Premises or arising out of the maintenance, use or occupancy of the Development. Such insurance will insure the performance by Tenant of its indemnity obligations hereunder as to liability for injury to or death of persons and damage to property set forth in this Lease. Such insurance wif nõt be noncontributing with any insurance that may be carried by Landlord and will contain a provision that Landlord, although named as an insured, will nevertheless be entitled to recover under the policy for any loss, injury, or damage to Landlord, its agents, and employees, or the property of such persons.
(c) Other Matters. All insurance required in this Article and all renewals of it, will be issued by companies authorized to transact business in the State of Florida, and rated at least A+ Class X by Best's Insurance Reports (property liability). All insurance policies will expressly provide that such policies will not be canceled or altered without thirty (30) days' prior written notice to Landlord-, in the case of "all-risk" coverage insurance, and to Landlord, in the case of general liability insurance; will to the extent obtainable, provide that no act or omission of Íenant which would otherwise result in forfeiture or reduction of the insurance will affect or limit the obligation of the insurance company to pay the amount of any loss sustained; and will, to the exteniobtainable, contain a waiver by the insurer of its rights of subrogation against Landlord. Upon issuance, each insurance policy or a duplicate or certificate of such policy will be delivered to Landlord. Tenant may satisfy its obligations under this Section 8.1(c) by appropriate endorsements of its blanket insurance policies.
(d) Delivery of Evidence of Insurance. Certificates of insurance for all insurance required of t"n*t ho.urder and evidence of the payment of all premiums of such policies will be delivered to Landlord. All public liability, property damage liability, and casualty policies maintained by Tenant will be writtcn as primary policies, not contributing with and not in excess of coverag" ihut Landlord may caffy. If Tenant fails to maintain such excess insurance, which failure ,*tirr,¡6 for ten (10) days after Landlord gives notice to Tenant of such failure, then Landlord, at its election, may procure such insurance as may be necessary to comply with the above requirements (but shall not be obligated to procure same), and Tenant shall reimburse to Landlord, as a Landlord reimbursement, any costs associated with procuring such insurance.
(e) Payment and Performance Bonds. Tenant will cause the general contractor, at its sole expense, to obtain and keep in force during the construction of the Improvements, perform'ance 6onds, materials payment bonds, and labor payments bonds in an amount equal to àne hundred percent (100%i of the contract sum of the improvements on the Premises reasonably satiìfactory to Landlord. The payment and performance bonds required of Tenant hereunder will be delivered to Landlord.
Section 8.2 Landlordts Insurance.
Landlord shall obtain and maintain, at its sole cost and expense, general liability insurance with respect to the Premises.
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ARTICLE 9 USE OIi PREMISES. COMPLIANCE WITH LA\ryS AND COVENANTS AND TENANT'S
Section 9.1 Permitted Use.
Tenant shall throughout the Term continuously use and operate the Premises and the Development only for the following uses, and such other uses as are reasonably and customarily attendant to such uses: construction, development, marketing for lease and leasing of the Tax Credit Units, and the operation, maintenance and management of the Development in a manner which strictly satisfies the requirements of this Lease and all applicable housing requirements.
Section 9.2 Compliance with Laws.
Tenant shall not use or occupy, or suffer or permit any portion of the Premises to be used or occupied in violation of any law, ordinance, order, rule, regulation, certificate of occupancy, or othei governmental requirement. Tenant will comply with applicable laws and all rules, orders, regulations, ffid requirements of the board of fire underwriters or insurance service office, or any other similar body, having jurisdiction over the Premises. Sectiong.3 IntentionallvDeleted.
Section 9.4 Tenant's IndemnitY.
Tenant covenants and agrees to indemniff, defend and hold Landlord free and harmless from and against any and all losses, liabilities, penalties, claims, ftnes, litigation, demands, costs, judgments, suits, proceedings, damages, disbursements or expenses (including reasonable ãtto*"yr' fees and èxpenses) which may atany time be imposed upon, reasonably incurred by or assefteá or awarded against Landlord in connection with or arising from the injury to or death of any one or more persons or the damage to property, with respect to the Premises or arising out of thè maintenance, use or occupancy of the Development following the Commencement Date. The obligations, indemnities and liabilities of Tenant under this Section 9.4 shall not extend to any liabiiity caused by the negligence or other wrongful act of Landlord, its agents, employees and contractors.
Section 9.5 Landlord's Riehts.
Notwithstanding anything herein to the contrary, prior to the Commencement Date, Tenant agrees that Landlord shall have a contractual right of entry onto the Premises for the of the Premises during the period prior to the -Co-*rn.rmentpnrpor.r of Landlord's continued maintenance Date. Landlord shall, during this period, continue to maintain the Premises in the manner in which Landlord has maintained the Premises prior to the Effective Date.
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ARTICLE 10 ENVIRONMENTAL CONDITIONS
Section 10.1 Tenantts Environmental Covenants.
Tenant has no liability for any environmental conditions that existed or arose on the Premises prior to the Commencement Date, unless such environmental condition(s) was caused by the n"gligence or actions of Tenant or Tenant's employees, agents, or subcontractors. Tenant súail noi bé responsible for removing or rendering harmless any pre-existing Prohibited Substances (as hereinafter defined) from the Premises, but shall advise Landlord and cooperate and coordinate the remediation work. Without limitation of any of Tenant's other covenants, agreements and obligations under this Lease, Tenant hereby specifically covenants and agrees to n tnff the responsibilities set forth below with respect to environmental matters and Hazardous Materials or Prohibited Substances (as hereinafter defined):
(a) Tenant, its agents, employees, and contractors shall comply with all applicable provisiùs of all Environmental Laws (as hereinafter defined) applicable to the Premises, the bevelopment, and Tenant's use of the Premises. All required govemmental permits and licenses issued io Tenant, its agents, employees, and contractors and associated with the Premises and the Development shall re'main in éffect or shall be renewed in a timely manner, and Tenant, its agents, employees and contractors shall comply therewith.
(b) Tenant shall not itself, and Tenant shall not permit any other person, including, but not ii-it.d to, third parties with whom Tenant contracts in regard to this Lease, to bring onto the premises any (i) âsbestos or asbestos-containing material or polychlorinated biphenyl material, or (ii) hazardous substances or hazardous waste as defined under any federal, state or local law, thai may require remediation under applicable law (other than quantities or such substances, including gãsoline, diesel fuel and the like as are customary and necessary to prosecute constructión and occupancy of the Development on the Premises), or (iii) soil iontaining volatile organic compounds (collectivelv (i)-(iii) are the "Prohibited Substances"). Tenant shã11 be liable ]or the rottr.q.r"nres of, and responsible for removal and lawful disposal, at its sole expense, of any Hazardoui Materials, Prohibited Substances, or both brought onto the Premises, resulting from a default under this Section.
(c) Tenant shall immediately notify Landlord, in writing and provide Landlord with copies of'ull fo.-s, notices and other information received by or on behalf of Tenant, its agents, employees, and contractors concerning any releases, spills or other incidents relating to Hazatáous Materials, prohibited Substances, or both, or any violations of Environmental Laws at or relating to the premises when and as supplied to any government agency. Tenant shall also comply riith all laws, ordinances, regulations and orders of all governmental, regulatory and othei public and quasi-public agencies, authorities and entities having jurisdiction over the same with respect thereto.
Section 10.2 Landlord's Environmental Covenants'
Without limitation of any of Landlord's other covenants, agreements and obligations under this Lease, Landlord hereby specifically covenants and agrees to provide Tenant with
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copies of all forms, notices and other information received by or on behalf of Landlord concerning any released, spills or other incidents relating to Hazardous Materials or Prohibited Substancei, or any violations of Environmental Laws at or related to the Premises when and as supplied to any governmental agency.
Section 10.3 Tenant's Environmental Indemnitv.
Tenant covenants and agrees to indemni$, defend and hold Landlord free and harmless from and against any and all losses, liabilities, penalties, claims, fines, litigation, demands, costs, judgments, suits, proceedings, damages, disbursements or expenses (including reasonable âfiorneys' fees and expenses) which may atany time be imposed upon, reasonably incurred by or asserted or awarded against Landlord in connection with or arising from:
(a) Any Hazardous Materials, Prohibited Substances, or both which are first placed on, in, or under all or any portion of the Premises during the Term with the exception of any Hazardous Materials, Prohibited Substances or both which are placed on, in, or under all or any portion of the Premises by Landlord, its agents, employees and contractors; or
(b) Any violation of any Environmental Laws by Tenant, its agents, employees, and contractors at or relating to the Premises which is not a condition existing prior to the Commencement Date.
Section 10.4 EnvironmentalDefinitions.
For the purpose of this Lease, the following definitions shall apply:
(a) "Environmental Laws" means any present or future federal, state or local law, ordinance, rule, regulation, permit, license or binding determination of any governmental authority relating tõ, imposing liability or standards concerning, or otherwise addressing the environment, heãlth or sãf"ty, including, but not limited to: the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq. ("CERCLA"); the Resõurce Conservation and Recovery Act,42, U.S.C. Section 6901 et seq. ("RCRA"); the Toxic Substance Control Act, 15 U.S.C. Section 2601, et seq. ("TOSCA"); the Clean Air Act, 42 U.S.C. Section 7401 etseq.; andthe Clean'WaterAct,33 U.S.C. Section t25I et seq. and any oosuperlien" so-called "Superfund" or law; and the Occupational Safety and Health Act, 29 U.S.C. Section 651 et seq. ("OSHA"), as each is from time to time amended and hereafter in effect.
(b) "Hazardous Materials" means: (Ð "hazatdous substances" as defined by CERCLX; (ä) "hazañous wastes," as defined as RCRA; (iii) any hazardous, dangerous or toxic chemical, waste, pollutant, containment or substance ("po11utant") within the meaning of any Environmental Láw prohibiting limited or otherwise regulating the use, exposure, release, emission, discharge, generation, manufacture, sale, transport, handling, storage, treatment, reuse, of such pollutant; (iv) petroleum crude oil or fraction thereof; (v) -anypr.r.n ., disposal oriecycling radioactùe material, including any source, special nuclear or by-product material as defined in +Z U.S.C. Section 20ll et seq. and amendments thereto and reauthorizations thereof; or (vi)
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asbestos-containing materials in any form or condition, or polychlorinated biphenyls in any form or condition.
Section L0.5 Survival.
The agreements, representations and wananties of Landlord and Tenant respectively in this Article 10 shall survive the expiration or early termination of this Lease.
ARTICLE 11 ASSIGNMENTS" SUBLEASES AND TRANSF'ERS
Section 11.1 Consent Required.
(a) Consent. This Agreement shall be binding upon and inure to the benefit of the ,.r...rròi, and-assigns of Landlord and Tenant, except that Tenant may not assign or sublet its interest in this Leaãe without the prior written consent of Landlord, other than entering into residential leases of the Improvements in the ordinary course of Tenant's business' Any attempted transfer without such consents shall be null and void.
(b) Prohibited Transfers. Tenant agrees for itself and its successors and assigns in interest hereunder that it will not, other than by the Leasehold Mortgages: (1) assign this Lease or any of its rights under this Lease as to all or any portion of the Premises, the Improvements, the unit equipment or the property generally, or (2) make or permit any voluntary or involuntary total or partial sale, lease, assignment, conveyance, mortgage, pledge, encumbrance or other transfer óf *y or all of the Premises, the Improvements, the unit equipment or the property or the occupancy or use thereof, other than in accordance with this Lease (including but not limited to (i) anv salé at foreclosure or by the execution of any judgment of any or all of Tenant's rights nerèundãr, or (ii) any Transfer by operation of law), without first obtaining Landlord's written consent thereto.
(c)\-/ IntenlionallY-Deleted. (d) Any person to whom any Transfer is attempted without such_consent shall have no claiÀ,'right or rðmedy, whatsoever hereunder against Landlord and Landlord shall have no duty to recognize any person claiming under or through the same.
Section 11.2 Subsequent Assignment.
In cases where Landlord's consent is required, Landlord's consent to one assignment will not waive the requirement that Tenant obtain consent to any subsequent assignment.
Section 11.3 Request for Consent.
If Tenant requests Landlord's consent to a specific assignment, Tenant shall provide to Landlord such information as may reasonably be required by Landlord'
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Section 11.4 Transfer bv Landlord.
Landlord shall not transfer all or any portion of its interest in the Premises without the prior written consent of the Equity Investor (as hereinafter defined) and any Leasehold Mortgagee (as hereinafter defined), if applicable, and upon any such approved transfer, the transferèe shall assume all of Landlord's obligations under this Lease and, in any event, Landlord shall not transfer all or any portion of its interest in the Premises if the same would cause a violation of any applicable laws or regulations, any terms of this Lease, or any agreement or contract to which Landlord is a party or by which Landlord is bound. The "Equity Investor" shall be defined as any flimited partner/member] of Tenant identified by Tenant that contributes capital to Tenant in exchange for the use and benefit of low-income housing tax credits awarded to Tenant under Section 42 of the Internal Revenue Code, as amended from time to time, in connection with the Development.
ARTICLE 12 LEASEHOLD FINANCING
Section 12.1 Rieht to Morteaee.
V/ith the prior written consent of Landlord, which shall not be unreasonably withheld, delayed or condiiioned, Tenant may grant one or more mortgages of its interest in the Lease (eacir, a oo1,easehold Mortgage") to lenders and, in connection therewith, to collaterally assign tiis Lease to such lenders. In no event shall Landlord ever be required to execute any such mortgage or any note secured thereby or any other obligation securing any such note, or to suboitlinate Landlord's fee interest in the Premises or any portion thereof to the lien of any such mortgage. Tenant shall identify the name of each mortgagee ("Leasehold Mortgagee") for such portión of the Premises and the address(es) to which notices to the Leasehold Mortgagee are to te sent, and for purposes of this Lease the term "Leasehold Mortgagee" shall include any trustee acting with resfe"i to *y tax-exempt bond financing encumbering the Premises. Landlord agrees to execute any additional documents or further assurances as may be reasonably requested b! any Leasehold Mortgagee in connection with any Leasehold Mortgage permitted by this Article 12.
Section 12.2 Consent Required for Termination and Amendments.
No termination, cancellation, surrender, modification, or amendment of this Lease by agreement between Landlord and Tenant shall be effective as to the Equity Investor or any Lãasehold Mortgagee unless consented to in writing by the Equity Investor and such Leasehold Mortgagee.
Section 12.3 Default Notice.
Landlord, upon providing Tenant with any notice of (i) default under this Lease, and/or any financing or regulatory documents between Landlord and Tenant, or (ii) a termination of this Leâse, shall at thJ same time send a copy of such notice to the Equity Investor and every Leasehold Mortgagee, if applicable, identified by written notice to Landlord, provided, however, that the failure tó provide such additional notices shall not invalidate any duly delivered notice to
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Tenant. From and after such notice has been given to the Equity Investor and the Leasehold Mortgagee, the Equity Investor and such Leasehold Mortgagee shall have the same period, after the giving of such notice upon it, for remedying any default or causing the same to be remedied, as is given Tenant after the giving of such notice to Tenant, plus in each instance, the additional periods of time specified in Sections 12.4 and 12.5 hereof to remedy, commence remedying or cause to be remedied the defaults specified in any such notice. Landlord shall accept such performance by or at the instigation of the Equity Investor or such Leasehold Mortgagee as if the same had been done by Tenant. Tenant authorizes the Equity Investor and any and each Leasehold Mortgagee to take any such action at the Equity Investor's and such Leasehold Mortgagee's option and does hereby authorize entry upon the Premises by the Equity Investor and such Leasehold Mortgagee for such purpose.
Section 12.4 Notice to Equitv Investor and Leasehold Mortgasee.
Anything contained in this Lease to the contrary notwithstanding, if any default shall occur and remain uncured beyond all applicable grace or cure periods of this Lease, which entitles Landlord to terminate this Lease as to all or any portion of the Premises to take any other remedial action against Tenant, Landlord shall have no right to terminate this Lease or take such remedial action unless, following the expiration of the period of time given Tenant to cure such default, Landlord shall notify the Equity Investor and each Leasehold Mortgagee, if applicable, to the extent of Landlord's actual knowledge of their existence, of Landlord's intent to so terminate at least thirty (30) calendar days in advance of the proposed effective date of such termination, if such default is capable of being cured by the payment of money, and at least forty-five (45) calendar days in advance of the proposed effective date of such termination if such default is not capable of being cured by the payment of money. The provisions of Section 12.5 hereof shall apply if, during such thirty (30) or forty-five (45) calendar day notice period, the Equity Investor or any Leasehold Mortgagee: '
(a) Notifies Landlord of the Equity Investor's or such Leasehold Mortgagee's desire to nulliff such notice; and
(b) Pays or causes to be paid all payments then due and in arrears applicable to the subject portion(s) of the Premises, as specified in the notice given to the Equity Investor and ru.h L"ár.hold Mortgagee and which becomes due during such thirty (30) or forty-five (a5) day period; and
(c) Complies or in good faith, with reasonable efforts, commences to comply with any non-monetary requirements of this Lease applicable to the subject portion(s) of the Premises thén in default and except as provided in the following sentence, reasonably susceptible of being complied with by the Equity Investor or such Leasehold Mortgagee.
No Leasehold Mortgagee shall be required during such thirty (30) day or forty-five (45) day period to cure or commence to cure any default consisting of Tenant's failure to satisfy and discharge any lien, charge or encumbrance against Tenant's interest in this Lease or any part thereof which is (a) authorized by this Lease, and (b) junior in priority to the lien of the Leasehold Mortgage, if applicable, held by such Leasehold Mortgagee.
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Section 12.5 Procedure on Default.
If Landlord shall elect to terminate this Lease by reason of any default of Tenant, which default has not been cured within the applicable cure period, and the Equity Investor or a Leasehold Mortgagee, if applicable, shall have proceeded in the manner provided for by Section 12.4 hereof, the specified date for such termination as fixed by Landlord in its notice given pursuant to Section 12.4 hereof shall be extended for a period of six (6) months, provided that the Equity Investor or such Leasehold Mortgagee shall, during such six-month period:
(a) Pay or cause to be paid, any monetary obligations of Tenant under this Lease, as the same become due, and continue its good faith efforts to perform all of Tenant's other obligations under this Lease, excepting (i) obligations of Tenant to satisfy or otherwise discharge *y li.n, charge or encumbrance against Tenant's interest in this Lease or any part thereof which is junior in priority to the lien of the Leasehold Mortgage, if applicable, held by such Leasehold Môrtgagee, and (ii) past non-monetary obligations then in default and not reasonably susceptible of being cured by the Equity Investor or such Leasehold Mortgagee; and
(b) Except to the extent enjoined and stayed, take steps to acquire or sell Tenant's interest in this Lease, by foreclosure of such Leasehold Mortgagee, or other appropriate means and prosecute the same to completion with reasonable efforts.
Section 12.6 Extension of Cure Period.
If at the end of the six-month period specified in Section 12.5 hereot the Equity Investor or such Leasehold Mortgagee, if applicable, is complying with Section 12.5(a) hereof, then this Lease shall not then terminate, and the time for completion by such Leasehold Mortgagee of its proceedings shall continue so long as such Leasehold Mortgagee is enjoined or stayed and ihereafter for so long as such Leasehold Mortgagee proceeds to complete steps to acquire or sell Tenant's interest in this Lease, by foreclosure of its Leasehold Mortgage or by other appropriate means with reasonable efforts. Nothing in this Article 12, however, shall be construed to extend this Lease beyond the Term. If any Leasehold Mortgagee is complying with Section 12.5 hereof, upon the acquisition of Tenant's interest in this Lease by such Leasehold Mortgagee or its dèsignee, or any other purchaser at a foreclosure sale or otherwise and the discharge, by op"tãtiott of law or otherwise, of any lien, charge or encumbrance against Tenant's interest in this Lease or any part thereof which is junior in priority to the lien of the Leasehold Mortgage held by such Leásèhold Mortgagee and which Tenant is obligated to satisff and discharge by the terms of this Lease, this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease.
Section 12.7 Right to New Lease.
In the event that the Lease is terminated by Landlord, Landlord shall, if requested by Leasehold Mortgagee, if applicable, grant to the Leasehold Mortgagee a new lease on the following terms and conditions:
(a) In the event of the termination of this Lease prior to its stated expiration date, Landlord-agrees that it will enter into a new lease of the Premises with any Leasehold
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Mortgagee, if applicable, or, at the request of such Leasehold Mortgagee, a designee, including but noi limited 1o a or other entity formed by or on behalf of such Leasehold "orporation Mortgagee, for the remainder of the Term effective as of the date of such termination, upon the same covenants, agreements, terms, provisions, and limitations herein contained, provided (i) such Leasehold Mortgagee makes written request upon Landlord for such new lease within thirty (30) days from the ¿ãté fan¿tord notifies such Leasehold Mortgagee of such termination and iuch written request is accompanied by payment to Landlord of all amounts then due to Landlord under this Leasè but for such termination, (ii) such Leasehold Mortgagee pays or causes to be paid to Landlord at the time of the execution and delivery of such new lease any and all sums *ni.n would at the time of the execution and delivery thereof be due under this Lease but for such termination and pays or causes to be paid any and all expenses, including reasonable counsel fees, court cosis, and costs and disbursements incurred by Landlord in connection with any such termination and in connection with the execution and delivery of such new lease and (iii) such Leasehold Mortgagee agrees to reinstate the lien and take the Premises subject to the loan of any other Leasehold Mortgagee which held a lien senior in priority to the lien of such Leasehold Mortgagee if such senior Leasehold Mortgagee had also requested a new lease and tendered the required payments(s).
(b) Any new lease made pursuant to this Section 12.7 shall have the same priority as this Lease (excepi with respect to any non-electing Leasehold Mortgagee) and shall be prior to any mortgage or any lien, charge or encumbrance of the fee of the Premises created by Landlord, for a term of years equal to the balance of the Term.
(c) Any mortgage or deed of trust upon Landlord's interest in the Premises permitted in accordance with Section 11.4 hereof and any action by such mortgagee or trustee or beneficiary of such deed of trust by way of receivership, foreclosure, exercise of power of sale, or deed in lieu thereof shall be subject and subordinate to this Lease and to the new lease to be given pursuant to this Section 12.7 urd any mortgagee or holder of such mortgage or the õ"nefróiaty and trustee of any such deed of trust must recognize this Lease and any new lease and all rig-hts of Tenant and each Leasehold Mortgagee hereunder and thereunder.
(d) The provisions of this Sectionl2.T shall be self-operative and require no further action by the mortgagee of any mortgage or beneficiary and trustees of any deed of trust encumbáing Landlo-rd;s interest in the Premises, the Development, or both, but upon request by Tenant or tñe Leasehold Mortgagee electing under Section lz.l(a) hereof, Landlord agrees to obtain from such mortgagee oi beneficiary and trustees an instrument duly executed and acknowledged confirming the priority of such new lease'
Section 12.8 Assumption of Tenant's Oblisations'
For purposes of Articles 11 and 12, the making of a Leasehold Mortgage, if applicable, shall not be deimed to constitute an assignment or transfer of this Lease or Tenant's interest or created hereby, nor shall any Leasehold Mortgagee, as such, be deemed to be an assignee transferee of this Lease or of Tenant's interests underthis Lease so as to require such Leasehold on Mortgagee, as such, to assume the performance of any of the terms, covenants or conditions ttt. p-utt of Tenant to be performed hereunder, but a Leasehold Mortgagee may become the holder of Tenant's leasehoid estate and succeed to Tenant's interest in this Lease by foreclosure #4537836v5 38073-0022 t4 Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284
of its Leasehold Mortgage or as a result of the assignment of this Lease in lieu of foreclosure, and any purchaser at any sale of Tenant's interest under this Lease in any proceeding for the foreclosure of any mortgage or the assignee or transferee of Tenant's interest in this Lease under any instrument óf assignment or transfer in lieu of the foreclosure of any mortgage shall be deâmed to be an assignee or transferee approved by Landlord and shall be deemed to have agreed to perform af of the terms, covenants and conditions on the part of Tenant to be pãrformed hereunder, but only for so long as such purchaser or assignee is the owner of Tenant's interest in this Lease.
Section 12.9 Non-CurableDefaults.
Nothing in this Article 12 shall require the Equity Investor or any Leasehold Mortgagee, if applicabl", ot itr designee as a condition to the exercise of rights provided under this Article 12 to cure any default of Tenant not reasonably susceptible of being cured by the Equity Investor or such Leasehold Mortgagee or its designee as such susceptibility is reasonably determined solely by Landlord. The fóregoing shall not be deemed to excuse any Leasehold Mortgagee from pãrforming covenants relating to the condition of the Development on the Premises, operation in iompliancã with matterr r.qniting access to or control of the Premises, from and after such time as ùch Leasehold Mortgagee acquires Tenant's interest in this Lease by foreclosure or otherwise.
Section 12.10 No
So long as any Leasehold Mortgage is in existence, unless all Leasehold Mortgagees shall otherwise expressly óonsent in writing, the fee title to the Premises and the leasehold estate of Tenant therein shall not merge but shall remain separate and distinct, notwithstanding the acquisition of said fee title and said leasehold estate by any single owner, other than by termination of this Lease by Landlord in compliance with the provisions of this Article 12.
section 12.11 Landlord's Fee to Remain unsubordinated.
Landlord and Tenant expressly acknowledge and agree that Landlord shall have no obligation under this Lease or otherwise to subordinate fee title of Landlord in the Premises or *yiigtttr of Landlord in this Lease to the leasehold estate of Tenant created by this Lease or to the fee title of ;oin aãy such mortgage or encumbrance or otherwise in any manner subordinate Landloid in and to the Premises or interest of Landlord under this Lease.
Section 12,12 Sale of Premises.
In the event of any sale or conveyance of the Premises by Landlord any such sale or the conveyance of all or any part of the Premises shall be subject to this Lease and all of provisions hereot and nãtice of such sale shall be provided to the Equity Investor and each Leasehold Mortgagee.
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ARTICLE 13 MAINTENANCE AND REPAIR
Section 13.1 Tenant's Oblisations.
Tenant will, at its sole cost and expense, maintain or cause to be maintained the Development, reasonable wear and tear excepted, and make or cause to be made repairs, restoratìons, and replacements to the Development, including without limitation the heating, ventilating, air conditioning, mechanical, electrical, elevator, and plumbing systems, structural root walli, and foundations, and the fixtures and appurtenances to the Development as and when needed to preserve them in good working order and condition, and regardless of whether the repairs, restorations, and ieplacements are ordinary or extraordinary, foreseeable or .rnforeÁeeable, capital o, non-rupital, or the fault or not the fault of Tenant, its agents, employees' invitees, visitors, and contractãrs. All such repairs, restorations, and replacements of the Development, as elected by Tenant, will be in quality and class either equal to the original work or instãlations, or other.wise consistent with the standard then applicable to comparable no residential projects within the Bradenton, FL Metropolitan Statistical Area at such time but in event of less quality or class than the Tax Credit Restrictive Covenant and any other applicable regulatory agreement between Landlord and Tenant.
ARTICLE 14 ALTERATIONS
Section 14.1 Consent.
After completion of the Development's construction, Tenant shall not make any alterations, improvements or additions to ihe Premises having a cost greater than Seventy-Five Thousand Dollars ($75,000) or such lesser amount as may be provided in the Management Agreement and/or ùrl*ug.-"nt Plan (to be entered into by and between Tenant and Norstar to Aõcolade property Manalement), or demolish any portion thereof, without first presenting Landlord ,ontpl.t plans ãnd specifications therefore and obtaining Landlord's written consent judgment thereto (which consãnt shall not unreasonably be withheld so long as, in Landlord's impair the such altàration, improvement, addition or demolition will not violate this Lease, or be value of the premises). Any improvements made to the Premises by either party hereto shall general quality made only in a good *¿ *ort*anlike manner using new materials of the same codes. as the original improvements, and in accordance with all applicable building
Section 14.2 No Liens. or any Tenant shall not have any right, authority or power to bind Landlord, the Premises charges other interest of Landlord in the prèmises and will pay or cause to be paid all costs and labor or for work done by it or caused to be done by it, in or to the Premises, for any claim for with material or for any other charge or expense, lien or security interest incurred in connection or the development, construction or operation of the Development or afY change, alteration addition thereto. Any lien that is noì released or bonded within thirty (30) days shall constitute an Event of Default under Section 17.2hereof.
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ARTICLE 15 SURRENDER
Section 15.1 ExPiration of Term.
At the end of this Lease (whether upon the expiration date or sooner termination), Tenant will surrender the Premises in its then "as-is" condition. Tenant may remove any movable equipment or furniture from any management office on the Premises, provided that no federal, stäte or local govemment funds or Landlord funds were used to acquire such fumiture, equipment, or both.
ARTICLE 16 CASUALTY. CONDEMNATION
Section 16.1 Damage or I)estruction to Premises'
(a) Prior to the Effective Date. The risk of loss or damage to the Premises by reason of any car.talty oi oth*u*t during the period up to the Effective Date shall be borne by Seller' If improvements on the premises are damaged prior to Effective Date, Landlord shall have no obligàtion to restore the improvements to the condition existing prior to the casualty, but shall be reqriired to remove the damaged improvements or otherwise secure them so that there are no viólations of applicable codesl laws õr ordinances pertaining to unsafe structures, and Landlord alone shall be èntitled to receipt of all insurance proceeds collected in connection with such loss or damage to the Premises. to (b) As of and after the Effective Date. Tenant shall give prompt written notice Landlord after the any fire, earthquake, act of God or other casualty to or in connection with the "r**.16premises, the"f Development or any portion thereof. Subject to Section 16.2 Tenant hereof, if during the Term, the Development shall be damaged or destroyed by casualty, by a shall repair or réstore the Development as provided for in any financing documents secured Leasehôld Mortgage, if applicable, so long as it is lawful, and all Leasehold Mortgagees, agree that it is feasibli io do ió and adequate insurance proceeds are made available to Tenant to complete such repairs and restoration. Upon the occurrence of any such casualty, Tenant, promptly and witir all due diligence, shall, subject to any financing document secured by a Leasehoid Mortgage, if applicable, and the partnership agreement of Tenant, apply for and collect all applicãbi. itrrutun.e proceeds recovèrable with respect to such casualty, for the benefit percent (20%) of of any Lease^hold Mortgagees, ii applicable. In the event that more than twenty shall the value of the DevelJpirent, the Þremises, or both are damaged or destroyed, and Tenant shall determine, subject to thå rights of the holders of any Leasehold Mortgage, if applicable, and notiff Landlord in writing within thirty (30) days after receipt by Tenant of any such insurance procéeds, that it is not eJonomically practical to restore the Premises to substantially the same condition in which they existed priorìo the occurrence of such casualty, Tenant may terminate Tenant this Lease as of a date ihat is not less than thirty (30) days after the date of such notice. If terminates this Lease pursuant to this Section, Tenant shall surrender possession of the Premises to Landlord immediately and assign to Landlord (or, if same has already been received by Tenant's Tenant, pay to Landlord) ail of its iight, title, and interest in and to the proceeds from
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insurance upon the Premises, subject to the prior rights of any Leasehold Mortgagees, as referenced in Section 16.2 hereof.
Section 16.2 Intentionallv Deleted.
Section16.3 Condemnation.
(a) If, by exercise of the right of eminent domain or by conveyance made in response to the threat of the exercise of such right (in either case a "Taking"), all of the Premises are taken, or if so much of the Premises are taken that the Premises cannot be used by Tenant in a commercially reasonable manner for the purposes for which they were used immediately before the Taking, ih.tt this Lease shall, at Tenant's sole option, subject to the rights of any Leasehold Mortgageã, if applicable, terminate on the earlier of the vesting title to the Premises in the cott¿ã-ning authority, or the taking of possession of the Premises by the condemning authority.
(b) Landlord and Tenant agree that, in the event of a Taking that does not result in the terminaiion of this Lease pursuant to this Article, this Lease shall continue in effect as to the remainder of the premises and the Development, and the net amounts owed or paid to the parties or to which either of the parties may be or become entitled by reason of any Taking pursuant to any agreement with any condemning authority which has been made in settlement of any p.ó.."dittg relating to a Taking, less any costs and expenses incurred by the Parties in collecting ,uch aw*ã or payment (the "Ñet Condemnation Award") shall be distributed and disbursed as follows: (i) firsì io *y ieasehold Mortgagee in an amount sufficient to satisfy the terms and conditions of the Leasãhold Mortgage, if applicable, if required, and (ii) to the extent permitted by the foregoing instruments, in ãcõordance with Section 16.3(d) hereof. Notwithstanding the foregoing, 1o ttt" extent permitted in any Leasehold Mortgage, if applicable, the Net Conáemnation Award shali be used by Tenant to make the remainder of the Premises a complete, unified and efficient operating unit as nearly as reasonably possible to the condition exisiing prior to the Taking, subject to any applicable requirements of any Leasehold Mortgage, if appñcåble. However, Ténantls not obligated to expend any sums to restore the Premises that ut.ln excess of the Net Condemnation Award made available to it for that purpose.
(c) If there shall be a temporary Taking with respect to all or any part of the Premises or of Tànant's interest in this Leaie, then the Term shall not be reduced and Tenant shall continue to pay in full all Rent and other charges required herein except Operating Expenses attributable to the taken property, without reduction or abatement thereof at the times herein specified; provided, howeier, that Tenant shall not be required to perform such obligations that Tenant is prevented from performing by reason of such temporary Taking.
(d) If there is a Taking, whether whole or partial, Landlord (solely in its capacity as Landlord under this Lease and not in its capacity, if applicable, as maker of any loan to Tenant) sum and Tenant shall be entitled to receive and retain such separate awards and portions of lump awards as may be allocated to their respective interests in any condemnation proceedings, or as may be otherwise agreed, subject to the rights of any Leasehold Mortgagee, taking into consideration the faci that Lanãlord's interest in the Premises is limited to the land and the Development, for which Landlord shall have contributed an amount toward the construction thereof (the actual aggregate amount so contributed being referred to as the "Landlord's #4537836v5 38073-0022 18 Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284
Contribution,") as encumbered by this Lease, and a reversionary interest in the Premises and the Or*,top-*t upon the expiration of the Term. If the Premises shall be restored as is contemþlated in Section t-6.¡(U) hereot Tenant shall be entitled to recover the costs and .*prnré, incurred in such restoration out of any Net Condemnation Award. Thereafter, if the condemning authority does not make separate awards, the Parties agree that any Net Condemnation Award will be allocated between them on a proportionate basis, taking into account the portion of Landlord's Contribution that has not been repaid to Landlord' If the parties are unable to agree as to the exact percentage ofsuch allocation or ifsuch allocation is no longer applicable because of the repayment of Landlord's Contribution, and the Parties are .rnubl" to ãgree as to the amounts that are to be allocated to the respective interests of each party, then each p.'arty shall select an independent M.A.I. real estate appraiser (an "Appraiser"). Each Appraiser rhuti r"p*ately determine the amount of the balance of the Net Condemnation Award afócated to each puttv. If the percentage allocated to Landlord by one Appraiser is within ten percent (I0%) of tht percentage allocated to Landlord by the other Appraiser, then the two percentage aliocations shall be averaged and such average percentage shall be the percentage ällocateJto Landlord, with the remaining percentage of the balance of the Net Condemnation Award to be allocated to Tenant. If the percentage allocated to Landlord by an Appraiser is not within ten percent (10%) of that allocated to Landlord by the other Appraiser, then the two Appraisers shall select u ittitd appraiser, who shall independently determine the percentage of the bátance of the Net Condemnation Award that should be allocated to each party, and the average of the percentages determined by the three Appraisers to be allocable to Landlord shall be the p.r."rrøg, thatls a[ocated to Landlord and the remaining percentage of the balance of the Net Condemnation Award shall be allocated to Tenant.
(e) Landlord and Tenant agree that all then-existing Leasehold Mortgagees, to the extent pèr-ittra by law and to the extent their interests are affected by the Taking, shall be made a pafiy to any Taking Proceeding.
ARTICLE 17 DEF'AULT AND REMEDIES
Section 17.1 Landlord's Rieht to Perform'
(a) Landlord's Option. If Tenant fails to pay when due amounts payable under this (15) Lease within tft ti-" p.t-ittø for its performance, then Landlord, after fifteen calendar may days, prior written notice to Tenant and without waiving any of its rights under this Lease, notifies Landlord in writing during Out wlr not be required to) pay such amount, unless Tenant iuch fifteen (15) àendar dây-period that Tenant is withholding the subject payment due to a to dispute as to the legitimury oi correctness of same and takes steps reasonably necessary proìect Landlord,s iriterests. In the event any such dispute results in litigation, then Tenant shall jurisdiction äeposit the disputed amount in the registry of the court having over the litigation. If Tåant fails to perform any of its other obiigations under this Lease within the time permitted for Tenant and its performance, then Lanálord, after thirty (:o) calendaq days' prior written notice to wiihout waiving any of its righis under this Lease, may (but will not be required to) perform such period obligation, unleis Tenant notifies Landlord in writing during such thirty (30) calendar day legitimacy or that-Tenant is withholding the subject performance due to a dispute as to the or that correctness of same and takes steps reasõnably necessary to protect Landlord's interests #4537836 v5 38073-0022 t9 Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284
Tenant has commenced the curing of such default within such thirty (30) calendar day period and shall prosecute in good faith the curing of same continuously thereafter until the same is, in fact, cured.
(b) Landlord's Reimbursement. All amounts which Tenant is obligated to pay under this Lease, which if not paid may be paid by Landlord, and all reasonable costs and expenses incuned by Landlord in connection with the performance of any such Tenant obligations will be payable by Tenant to Landlord within thirty (30) calendar days after Landlord has notified Tenant in writing of the amounts incurred by Landlord on its behalf and shall constitute additional obligations of Tenant to Landlord, with interest accrued thereon at the rate equal to two percent (2o/o) above the prime rate then in effect, as published from time to time in the Wall Streét Journal. Landlord shall provide Tenant with invoices and other reasonable evidence of the amounts paid or incurred by Landlord in connection with its exercise of its rights pursuant to this Article.
Section 17.2 Events of Default.
At the option of Landlord, the occurrence of any of the following events shall constitute and are defined as an "Event of Default" by Tenant:
(a) Tenant defaults in the due and punctual payment of the Capital Lease Payment or ofany arnounts due under this Lease, and such default continues for fifteen (15) calendar days after written notice from Landlord, unless Tenant notifies Landlord in writing during such fifteen (15) calendar day period that Tenant is withholding the subject payment or performance due to a dispute as to the legitimacy or correctness of same and takes steps reasonably necessary to protect Landlord's interests; or
(b) Tenant vacates (except by reason of casualty or condemnation) the Premises for a period of more than thirty (30) consecutive days, or abandons the Premises; or
(c) This Lease or the Premises or any part of the Premises are taken upon execution or by othrt pro.ess of law directed against Tenant, or are taken upon or subjected to any attac-hment bV *y creditor of Tenant or claimant against Tenant, and such attachment is not discharged or bonded off within ninety (90) calendar days after its levy; or
(d) Tenant breaches any of the other agreements, terms, covenants, or conditions which this Lease requires Tenant to perform, including without limitation the provisions of Article l2hercof, and such breach continues for a period of thirty (30) calendar days after notice by Landlord to Tenant; provided, however, if the nature of the breach is such that it cannot be cured by Tenant reusonábly within the period of thirty (30) calendar days, Tenant shall not be deemed in default of this L.ur. if Tenant commences the curing of such default within such period of thirty (30) days and prosecutes in good faith the curing of same continuously thereafter until the same is, in fact, cured; or
(e) Tenant fails to complete construction of the Development by the completion date and in accordance with closing documents to be entered into by the Parties at a closing on the financing for the DeveloPment; or
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(Ð A lien is placed on the Premises, with the exception of any Permitted Encumbrances, if applicable, approved in writing by Landlord, that is not released or bonded no later than thirty (30) days of filing; or
(g) Tenant uses the Premises for uses other than the permitted use provided for in Section 9.1 hereof; or
(h) Tenant makes any assignment in violation of this Lease.
Section 17.3 Remedv.
If any ono or more Events of Default set forth in Section 17.2 hereof occurs, and continues beyond the applicable grace or cure periods, then Lancllord may, at Landlord's sole and exclusive remedy, at law or in equity, but subject in all respects to the rights of any holder of a Leasehold Mortgage, if applicable, as set forth in Article 12 hereof, terminate Tenant's rights under this Lease by wrifien notice to Tenant of its intention to terminate such rights on the date (including any cure period described above) specified in such notice, and, on the date specified in such ttótic", Tenant's right to possession of the Premises and the Development will cease and the estate conveyed by this Lease shall re-vest in Landlord; however, the estates held by residential tenants will not be disturbed, and such residential tenants will be allowed to continue peacefully in possession directly under this Lease as successor tenants.
Section 17.4 Tenant's Risht to Perform.
(a) Right to Perform Covenants. If Landlord shall, at any time, fail to perform any of its obligations hereunder or be in breach of any of its representations and warranties herein, Tenant ihull, except in the event of an emergency, provide Landlord with notice of such default, and if Landlord does not commence action to cure any such default within the time period specified below after the giving of such notice, or immediately, in the event of an emergency, then Tenant may, without any obligation so to do and without waiving or releasing any obligation of Landlord contained in this Lease, take such actions and make such payment as may be necessary or appropriate to fulfill Landlord's obligations or otherwise cure any default of Landlord hereunder. In case of emergency, Tenant shall nevertheless make every effort to provide notice of default to Landlord. Where no emsrgency exists, and after giving notice to Landlord, Tenant shall allow Landlord ten (10) calendar days to commence a cure, unless Tenant's interests would be jeopardizedby such delay.
(b) Costs and Expenses. All reasonable sums so paid by Tenant and all reasonable and essential costs and expenses incuned by Tenant in connection with the performance of any of the obligations of Landlord hereunder, or on account of any breach by Landlord of its representatións and walranties herein shall be payable by Landlord to Tenant, but only after Tenant provides Landlord with invoices and other evidence of the amounts paid and essential r*p"ttr.i incurred by Tenant in connection with its reasonable exercise of its rights pursuant to this Article. In the event Landlord does not pay Tenant the amounts set forth in such invoices, then Tenant may withhold such amounts from the next installment of rent due under this Lease, until paid in tull.
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Section 17.5 Excusable Delav.
Any time deadline or limitation shall be subject to extension for any delay that arises from unforeseeable causes beyond the reasonable control and without the fault or negligence of Landlord or Tenant. Examples of such cause include, without limitation, (a) acts of God, or public enemy, (b) acts or failure to act by any governmental entity in either their sovereign or õontractual capacity, to the extent action is required hereunder, provided that the party hereunder seeking such action properly requests same in a timely manner and thereafter diligently pursues same, (c) acts or failure to act of a contractor in the performance of a contract with Landlord or Tenant, provided that the party hereunder seeking such action by the contractor properly requests same in a timely manner and thereafter diligently pursues s¿tme, (d) fires, (e) floods, (f; epidemics, (g) quarantine restrictions, (h) strikes or labor disputes, (i) freight embargoes, o unusually severe weather, (k) delays of subcontractors or suppliers at any tier arising from unforeseeable causes beyond the reasonable control and without the fault or negligence of Landlord or Tenant, as applicable, (1) delays caused by litigation commenced by someone other than Landlord, and Leasehold Mortgagees, and (m) unusual disruptions in financial markets.
ARTICLE 18 MISCELLANEOUS
Section 18.L No Brokers.
Landlord and Tenant each represents and warrants to the other that it has not dealt with any broker or finder with regard to the Premises or this Lease. Each party shall indemnify the otúer party from and against any damages resulting from any losses, costs, commissions and/or reasonablè aüomeys' fees incurred as a result of the indemniSing party's breach of the foregoing representation and warranty.
Section18.2 Recordation.
After the Commencement Date, Landlord and Tenant shall record a Memorandum of this Lease among the Land Records of the County in the form provided herein as Exhibit B. At the expiration of the Term, Tenant shall execute a quitclaim termination of its interest in this Lease.
Section 18.3 Time of Essence.
Subject to Section 17.5 hereof, time is of the essence of each and every provision of this Lease.
Section 18.4 No Waiver.
No waiver of any condition or agreement in this Lease by either Landlord or Tenant will imply or constitute a further waiver by such party of the same or any other condition or agieément. No act or thing done by Landlord or Landlord's agents during the Term will be dãemed an acceptance of a surrender of the Premises, and no agreement to accept such surrender will be valid unless in writing signed by Landlord. Neither payment by Tenant, nor receipt from Landlord, of a lesser amount than any charges stipulated in this Lease will be deemed to be
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anything other than a payment on account of the same, and to the earliest due of the same. No endorsement or statemint on any check, or any letter accompanying any check or payment will be deemed an accord and satisfaction. Landlord will accept such check for payment without prejudice to Landlord's rights to recover the balance of such amounts due or to pursue any other te-"dy available to Landiord. If this Lease is assigned, or if the Premises or any parts of the Premiies are sublet or occupied by anyone other than Tenant, Landlord may collect any amounts due to Landlord under this Lease from the assignee, subtenant, or occupant and apply the net amount collected to the amount due under this Lease. No such collection will be deemed a waiver of the covenant in this Lease against assignment and subletting, or the acceptance of assignee, subtenant, or occupant of Tenant ) or a release of Tenant from the complete performance by Tenant to its covenants in this Lease.
Section 18.5 Joint and Several Liabilitv.
The liability of Tenant under this Lease is limited to Tenant's interest in the Premises. Neither Tenant, nor any general or limited partner of Tenant, or any affiliate thereof, nor any officer, director, sharehôlder or employee of any of said entities, shall have any personal liability hereunder.
Section 1"8.6 Captions and Gender.
The captions are inserted in this Lease only for convenience of reference and do not define, limit, or describe the scope or intent of any provisions of this Lease. Unless the context clearly ,.q.rir6 otherwise, the Jingular includes the plural, and vice versa, and the masculine, feminine, and neuter adjectives include one another.
Section 18.7 Entire Agreement.
Except for those that specifically set forth in this Lease, no representations, warranties, or agreements have been made by Landlord or Tenant to one another with respect to this Lease.
Section18.8 Amendment.
This Lease can be amended only by a written document agreed to and signed by Landlord and Tenant, the approval of which both Landlord and Tenant mutually agree not to unreasonably withhold, delay ãi condition, and with the written approval of the Equity Investor and all Leasehold Mortgagees, if applicable.
Sectionl8.9 Severabilitv
If any provision of this Lease is found by a court of competent jurisdiction to be illegal, invalid, or unénforceable, the remainder of this Lease will not be affected, and in lieu of each provision which is found to be illegal, invalid, or unenforceable, there will be added as a part of such illegal, invalid, of unenforceable provision as may be ihi, L.ur. a -beprovision as similar tó possible and legal, valid, or enforceable provided such severability does not materially affect îhe basic understanding of the parties hereto as reflected in this Agreement.
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Section 18.10 Notices.
Any notice, request, demand, consent, approval, or other communication required or permitted under this Lease shall be in writing and shall be deemed given when (i) received, if delivered by hand (ii) sent by registered or certified mail, return receipt requested, (iii) sent by recognized overnight delivery services such as Federal Express, or (iv) transmitted by facsimile or electronic mail, provided such notice is also sent simultaneously in the manner provided for in (i), (iÐ, or (iii) above, addressed as follows:
If to Tenant: Lincoln Village, LLLP 200 South Division Street Buffalo, New York, 1 4204 Attention: Richard L. Higgins
V/ith a copy to: Steams Weaver Miller Weissler Alhadeff &, Sitterson, P.A. 2220Mtseum Tower 150 West Flagler Street, Suite 2200 Miami, FL 33130 Attention: Brian J. McDonough, Esq.
If to Landlord: Central Community Redevelopment Agency of the City of Bradenton, Florida 101 Old Main Street Bradenton, FL 34205 Attention: Executive Director
With a copy to: V/illiam R. Lisch, Esq., CRA General Counsel 1111 MLK Avenue West, Suite F Bradenton, FL 34205
A party may change its address or to whom a copy should be sent by giving written notice to the other Parties as specified herein. Landlord shall also provide written notice to any Leasehold Mortgagee, if applicable, in accordance with Section 12.3 hereof.
Section 18.11 \üaiver of urv Trial.
If required, Landlord and Tenant may waive trial by jury, by mutual consent, in any action, proceeding or counterclaim brought by one against the other on all matters arising out of this Lease or the use and occupancy of the Premises.
Section 18.12 Cooperation.
Landlord and Tenant agree that they will reasonably cooperate with one another in all respects in furtherance of the development of the Premises. In particular, Landlord recognizes that the varied sources of project funding make it extremely difficult to anticipate every potential provision that may be required in this Lease. From time to time, Tenant may request
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modifications to the Lease to satisfy the requirements of financing sources, which financing sources include without limitation, private lenders, equity sources, and governmental agencies. Landlord will use all reasonable efforts to accommodate the requests of such financing sources and will not unreasonably withhold or delay its approval and execution of modifications to this Lease which do not materially and adversely alter the basic terms hereof. Nothing herein shall impose upon Landlord any requirement to approve any modification or amendment to the Lease which would violate or contravene any applicable laws or any contract or agreement to which Landlord is a party or which is binding on Landlord. Landlord agrees that it will, upon request of Tenant, from time to time, but not more frequently than once a year, enter into an amended and restated lease combining into one document the entire Lease and all amendments and modifications theretofore entered into. In addition, Landlord or Tenant, as the case may be, shall execute, acknowledge and deliver to the other and/or to each Leasehold Mortgagee, promptly upon request, its certificate certifying (i) that the Lease is unmodified and in full force and effect, (or, if there have been modifications, that this Lease is in fuIl force and effect, as modified, and describing the modifications), (ii) the dates, if any, to which any amounts due under this Lease have been paid, (iii) whether there are the existing any charges, offsets or defenses against the enforcement by Landlord or Tenant to be performed or observed and, if so, specifying the same, (iv) whether there are then existing any defaults by Tenant or Landlord in the performance or observance by Tenant or Landlord of any agreement, covenant or condition hereof on the part of Tenant or Landlord to be performed or observed and whether any notice has been given to Tenant or Landlord of any default which has not been cured, and, if so, specifuing the same, and (v) any other items reasonably requested by the Equity Investor or any Leasehold Mortgagee.
Section 18.13 Additional Releases. Utilitv Easements.
Landlord and Tenant acknowledge and agree that, in connection with the Development on the Premises, new roads may need to be built and new utilities may need to be installed in the Premises. In connection therewith, Landlord agrees to (i) participate in the dedication of such roads, execute and record all documents necessary to accomplish same, and release such portions of the Premises from this Lease, and (ii) grant all easements as may be necessary in connection with the installation of the utilities, execute and record all documents necessary to accomplish same, and, if appropriate, release such utility easement areas from this Lease.
Section 18.14 Governins Law and Venue.
This Lease will be governed by and construed in accordance with the internal laws of the State of Florida, without regard to principles of conflicts of laws. However, federal law shall apply to provisions required by federal statutes, regulations or guidelines. In the event of litigation, the parties agree that venue for the prosecution of any state court proceedings shall be in the County, and any federal court proceeding shall be in the Middle District of Florida.
Section 18.15 Cumulative Riehts.
Except, as expressly limited by the terms of this Lease, all rights, powers and privileges conferred hereunder shall be cumulative and not restrictive of those provided at law or in equity.
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Section 18.16 Non-Merger.
Except upon expiration of the Term or upon termination of this Lease pursuant to an express right of termination set forth herein, there shall be no merger of either this Lease or Tenant's estate created hereunder with the fee estate of the Premises or any part thereof by reason of the facts that the same person may acquire, own or hold, directly or indirectly, (i) this Lease, Tenant's estate created hereunder or any interest in this Lease or Tenant's estate (including the Development), and (ii) the fee estate in the Premises or any part thereof or any interest in such fee estate (including the Development), unless and until all persons, including any assignee of Landlord, having an interest in (a) this Lease or Tenant's estate created hereunder, and (b) the fee estate in the Premises or any part thereof, shall join in a written instrument effecting such merger and shall duly record the same.
Section 18.17 No Third Parfv Beneficiarv.
Nothing contained in this Lease or in any agreement or contract between the Parties, nor will any act of, Landlord or Tenant be deemed or construed to create any relationship of third party beneficiary, principal and agent, limited or general partnership, joint venture or any association or relationship other than a lease of the premises.
Section 18.18 Intentionally Deleted.
Section 18.19 Ouiet Eniovment.
Tenant, upon paying the Capital Lease Payment and keeping, observing and performing all of the terms, covenants, agreements, provisions, conditions and limitations of this Lease on Tenant's part to be kept, observed and performed, shall quietly have and enjoy the Premises during the Term without hindrance or molestation by anyone lawfully claiming by, under or through Landlord, subject, however, to the Permitted Encumbrances, reservations and conditions of this Lease.
Section 18.20 Counterparts.
This Lease may be executed in any number of counterparts, and each such counterpart will for all purposes be deemed an original, and all such counterparts shall constitute one and the same instrument. In order to expedite the transaction contemplated herein, facsimile or electronic signatures may be used in place of original signatures on this Lease. Landlord and Tenant intend to be bound by the signatures on the facsimile or electronically transmitted document, are a\ryare that the other parties shall rely on the facsimile or electronic signatures, and hereby waive any defenses to the enforcement of the terms of this Lease based on the form of signature.
Section 18.21 Litieation Fees.
If Landlord and Tenant litigate any provision of this Lease or the subject matter of this Lease, the unsuccessful litigant will pay to the successful litigant all reasonable out-of-pocket
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costs and expenses, including reasonable attomeys' fees and court costs, actually incurred by the successful litigant attrial and on any appeal.
Section 18.22 Limited Liabilitv of Landlord.
Tenant shall look solely to Landlord's interest in the Premises for the satisfaction of any claims against Landlord, or its employees, agents, or assigns for the satisfaction of any claims, if permiued by law, arising pursuant to this Lease.
Section 18.23 Access.
Tenant agrees to grant a right of access to Landlord, during regular business hours with respect to any books, documents, papers, or other records related to this Lease in order to make audits, examinations, excerpts, and transcripts.
[Signature Pages Follow]
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TWHEREOF, this Lease has been executed as of the Efleotive Date.
\üITNESSES: LANDLORD
CENTRAL COMMT]NITY REDEVELOPMENT AGENCY OF THE CITY OF BRADENTON, FLORIDA, a public body corporate and politic of the State of Florida created pursuant to Title XI, Chapter 163.330-163.40 Part III Florida Statutes
LL Name: By: Name: Its: Ctrarr*rrn
STATE OF FLORIDA COIJNTY OF before me this *ary of as of the CENTRAL AGENCY OF THF'. CITY oF BRADENTON, FLORIDA, a publio body corporate and politic of the State of Florida created pursuant to Title XI, Chapter 163.330-163.40 Part III Florida Statutes.
State of ,(r+fg¡ Ê. ,4ysca Print, Tlpe or Stamp þme ÍANET A ßY¡ER v or Produced . 8l¡û¡ ol llorllr Srtr@lyJþgy" r Íf ¡t37at Identification .Ërpln¡ A9l 30, A¡m.
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WITNESSES: TENANT
LINCOLN VILLAGE, LLLP, a Florida limited liability limited partnership
Print Name By: Norstar Lincoln Village, Inc., a Florida corporation, Its
Print Name By ns, Vice President
êóñrl@STATE OF FCORTùT instrument w&s ackrtowledgcd bef,orc me this ,*40* of Norstar Linooln Village, llæ., & LLLP, a Florida limited liability limited partnership.
Publio, State of loæt-wryL Print, Type or Stamp Name JOæL DilK or Produced ldentification d I{OTARYR'ìJC Personally fno*n:f oFnJoRlo Type of Identification FFlntæ Exprü 3r8'il0l9
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EXHIBIT A Property Description
(oRB 2069, P 4362):
BEG AT SW CCR OF LOT 3, BLK M, LINCOLN HEIGHTS SUB (PB I P 297); THEN S 77 DEG 12 MIN OO SEC E ALG NLY R/WL OF lITH AVE E, 103.43 FT TO INTERSEC OF SD R/W & WLY R/V/ OF ASO FT RD; N 12 DEc 48 MIN 40 SEC EALG SD WLY R/W & PARALLEL TO WLY LN OF ROBINSONS DITCH & SO FT THEREFROM,38I.9O FT TO INTERS EC OF SD R/W & N R/W OF 1OTH AVE E FOR PCB; CONT N I 2 DEG 48 MIN 40 SEC E ALG SD WLY NW , 277 .23 FT TO INTERSEC OF SD PJW & S R/W OF 9TH AVE E; S 89 DEG 56 MIN 5s SEC W ALG SD S RJW, 148.43 FT; S 09 DEG 17 MIN2I SECW, l98.l2FT;N89DEG47MIN30SECW,50.27 FT;S00DEG23 MIN30SECW,68.30 FT TO INTERSEC OF SD LN & N R/V/ OF 1OTH AVE E; S 87 DEG 47 MIN 05 SEC E ALG SD N R/W 169.80 FT TO PCB P-56-N [ROBINSON APTS); LESS THAT PART TO CITY OF BRADENTON FOR 9TH AVE E R/$/ DESC IN OR IOO9 P 1575 PRMCF PI#45933.0000/9.
(oRB 2103, P 3943)
PARCEL I: BEING IN SECTION 36, TOWNSHIP 34 SOUTH, RANGE 17 EAST, AND BEING FURTHER DESCRIBED AS FOLLOWS: BEGINNING AT THE SW CORNER OF LOT 3, BLOCK M, LINCOLN HEIGHTS S/D, AS RECORDED IN PLAT BOOK I, PAGE 297, OF THE PUBLIC RECORDS OF MANATEE COUNTY, FLORIDA; THENCE S 77U08'E ALONG THE NORTHERLY R/W LINE OF 1lTH AVENUE E, 83.15 FEET; THENCE N 0'23'30" E, 193.39 FEET; THENCE N 89'36'30" W, 67.60 FEET; THENCE S 0'23'30" W, 52.68 FEET TO THE NORTH LINE OF BLOCK M; THENCE N 82'37'30" W ALONG SAID NORTH LINE OF BLOCK M27.56 FEET TO THE NORTHWESTERLY CORNER OF SAID LOT 3; THENCE S 5'50'30'' E, ALONG THE WESTERLY LINE OF SAID LOT 3, AS NOW OCCUPIED, A DISTANCE OF I27 FEET TO THE ABOVE MENTIONED POINT OF BEGINNING.
PARCEL 2: BEGIN AT THE SW CORNER OF LOT 3, BLOCK M, LINCOLN HEIGHT SUBDIVISION, AS RECORDED IN PLAT BOOK I, PAGE 297,PIJBLIC RECORDS OF MANATEE COUNTY, FLORIDA; THENCE SOUTH 77'12'OO" EAST ALONG THE NORTHERLY RIGHT-OF-WAY OF IITH AVENUE EAST, 83.15 FEET FOR A POINT OF BEGINNING; THENCE CONTINUE S 77"12'00" E ALONG SAID RIGHT.OF-WAY, 20.28 FEET TO THE INTERSECTION OF SAID RIGHT-OF-WAY AND THE WESTERLY RIGHT-OF-WAY OF A 50 FOOT PUBLIC ROAD; THENCE N 12'48'40" E ALONG SAID WESTERLY RIGHT.OF-WAY AND PARALLEL TO THE WESTERLY LINE OF ROBINSON'S DITCH AND 50 FEET THEREFROM, 341.22 FEET TO THE INTERSECTION OF SAID RIGHT-OF-WAY AND THE SOUTH RIGHT-OF-WAY OF l0TH AVENUE E.; THENCE N 87'47'05u V/ ALONG SAID SOUTH RIGHT.OF'WAY, 161.05 FEET;THENCE S 00'23'30" W, 140 FEET; THENCE S 89'36'30" 8,67.78 FEET; THENCE S OOO23'30" E, 193.39 FEET TO THE POINT OF BEGINNING, BEING AND LYING IN SECTION 36, TOWNSHIP 34 SOUTH, RANGE 17 EAST, MANATEE COI.JNTY FLORIDA.
TOGETHER WITH: LOTS 9 AND 10, Q.T. SUBDIVISION AS RECORDED IN PLAT BOOK 30, PAGE 130 OF THE PUBLIC RECORDS OF MANATEE COUNTY, FLORIDA.
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EXHIBIT B
Prepared by, and After Recording Return To:
Patricia K. Green, Esq. Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. 150 West Flagler St., Suite 2200 Miami, Florida 33130
MEMORANDUM OF' GROUND LEASE
THIS MEMORANDUM OF GROUND LEASE is dated as of 2018 by and between the Central Community Redevelopment Agency of the City of Bradenton, Florida, a public body corporate and politic of the State of Florida pursuant to Title XI, Chapter 163.330- 163.45, Part III Florida Statutes ("Landlord"), and Lincoln Village, LLLP, a Florida limited liability limited partnership (o'Tenant").
V/HEREAS, Landlord is leasing to Tenant the premises more particularly described in Exhibit A attached hereto (the "Property"), pursuant to that certain Ground Lease dated as of 2018, between Landlord and Tenant, as may be amended from time to time (the "Lease"), which Lease is incorporated herein by reference; and
WHEREAS, the term of the Lease is the period beginning on and ending on the date which is seventy five (75) years later, subject to earlier termination as contemplated in the Lease; and
WHEREAS, pursuant to Section 713.10, Florida Statutes, the interest of Landlord in the Property shall not be subject to liens for improvements made by Tenant; and
WHEREAS, Landlord and Tenant by their signatures below do hereby agree that the foregoing accurately describes the Lease entered into by them.
[Signature Pages Follow]
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IN WITNESS WHEREOF, and intending to be legally bound hereby, Landlord and Tenant have executed this Memorandum of Ground Lease as of the date first above written.
WITNESSES: LANDLORI)
CENTRAL COMMUNITY REDEVELOPMENT AGENCY OF' THE CITY OF'BRADENTON, FLORIDA, A public body corporate and politic of the State of Florida created pursuant to Title XI, Chapter 163.330-163.40 Part III Florida Statutes
Print Name: By: Name: Its:
PrintName:
STATE OF FLORIDA COIINTY OF
The foregoing instrument was acknowledged before me this day of 2016, by as of the CENTRAL COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF' BRADENTON, FLORIDA, a public body corporate and politic of the State of Florida created pursuant to Title XI, Chapter 163.330-163.40 Part III Florida Statutes.
Notary Public, State of Florida
Print, Type or Stamp Name Personally Known _ or Produced Identification
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WITNESSES: TENANT
LINCOLN VILLAGE, LLLP, a Florida limited liability limited partnership
Print Name: By: Norstar Lincoln Village, Inc., a Florida corporation, Its Managing General Partner
Print Name: By: Richard Higgins, Vice President
STATE OF COUNTY OF The foregoing instrument \ryas acknowledged before me this day of 2018, by Richard Higgins as Vice President of Norstar Lincoln Village, Inc., a Florida corporation, the General Partner of Lincoln Village, LLLP, a Florida limited liability limited partnership.
Notary Public, State of
Print, Type or Stamp Name
Personally Known- or Produced Identification- Type of Identification Produced
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EXHIBIT A TO MEMORANDUM OF GROUND LEASE
Propertv Description
(oRB 2069, P 4362):
BEG AT SW CCR OF LOT 3, BLK M, LINCOLN HEIGHTS SUB (PB IP 297); THEN S 77 DEG 12 MIN OO SEC E ALG NLY R/V//L OF 1lTH AVE E, 103,43 FT TO INTERSEC OF SD R/W & WLY fuW OF ASO FT RD; N 12 DEc 48 MIN 40 SEC EALG SD wLY R/W & PARALLEL TO WLY LN OF ROBINSONS DITCH & SO FT THEREFROM,38I.9O FT TO INTERS EC OF SD R/W & N R/W OF 1OTH AVE E FOR PCB; CONT N 12 DEG 48 MIN 40 SEC E ALG SD WLY PJW,277.23 FT TO INTERSEC OF SD R/V/ & S R/W OF 9TH AVE E; S 89 DEG 56 MIN 55 SEC W ALG SD S R/'W, 148.43 FT; S 09 DEG 17 MIN 21 SEC W, ],98.12 FT; N 89 DEG 47 MIN 30 SEC W,50.27 FT; S 00 DEG 23 MIN 30 SEC W, 68'30 FT TO INTERSEC OF SD LN & N WW OF 10TH AVE E; S 87 DEG 47 MIN 05 SEC E ALG SD N R/W 169.80 FT TO PCB P-56-N IROBINSON APTS); LESS THAT PART TO CITY OF BRADENTON FOR 9TH AVE E R/W DESC IN OR 1OO9 P 1575 PRMCF PI#45933.0000/9.
(oRB 2103, P 3943):
PARCEL 1: BEING IN SECTION 36, TOWNSHIP 34 SOUTH, RANGE 17 EAST, AND BETNG FURTHER DESCRIBED AS FOLLOWS: BEGINNING AT THE SW CORNER OF LOT 3, BLOCK M, LINCOLN HEIGHTS S/D, AS RECORDED IN PLAT BOOK 1, PAGE 297, OF THE PUBLIC RECORDS OF MANATEE COLINTY, FLORIDA; THENCE S 77U08'E ALONG THE NORTHERLY R/V/ LINE OF I1TH AVENUE 8,83.15 FEET; THENCE N 0'23'30" E, 1.93.39 FEET; THENCE N 89'36'30" W,67.60 FEET; THENCE S 0'23'30" W, 52.68 FEET TO THE NORTH LINE OF BLOCK M; THENCE N 82'37'30u V/ ALONG SAID NORTH LINE OF BLocK M27.56 FEET TO THE NORTHWESTERLY CORNER OF SAID LOT 3; THENCE S 5'50'30'' E, ALONG THE WESTERLY LINE OF SAID LOT 3, AS NOV/ OCCUPIED, A DISTANCE OF 127 FEET TO THE ABOVE MENTIONED POINT OF BEGINNING.
PARCEL 2: BEGIN AT THE SW CORNER OF LOT 3, BLOCK M, LINCOLN HEIGHT SUBDIVISION, AS RECORDED IN PLAT BOOK I, PAGE 297,PIJBLIC RECORDS OF MANATEE COUNTY, FLORIDA; THENCE SOUTH 77U12'OOU EAST ALONG THE NORTHERLY RIGHT-OF-WAY OF IITH AVENT]E EAST, 83.15 FEET FOR A POINT OF BEGINNING; THENCE CONTINUE S 77"12'00" E ALONG SAID RIGHT-OF-WAY, 20.28 FEET TO THE INTERSECTION OF SAID RIGHT-OF-V/AY AND THE WESTERLv RIGHT-OF-WAY OF A 50 FOOT PUBLIC ROAD; THENCE N 12'48'40" E ALONG SAID WESTERLY RIGHT-OF-WAY AND PARALLEL TO THE WESTERLY LINE OF ROBINSON'S DITCH AND 50 FEET THEREFROM, 341.22 FEET TO THE INTERSECTION OF SAID RIGHT-OF-V/AY AND THE SOUTH RIGHT-OF-WAY OF 10TH AVENUE E.; THENCE N 87'47'05" W ALONG SAID SOUTH RIGHT.OF'WAY, 161.05 FEET;THENCE S 00'23'30" W, 140 FEET; THENCE S 89'36'30" 8,67'78 FEET; THENCE S OOO23'30'' E, 793.39 FEET TO THE POINT OF BEGINNING, BEING AND LYING IN SECTION 36, TOWNSHIP 34 SOUTH, RANGE 17 EAST, MANATEE COLTNTY FLORIDA.
TOGETHER WITH: THE PUBLIC LOTS 9 AND 10, Q.T. SUBDIVISTON AS RECORDED IN PLAT BOOK 30, PAGE 130 OF RECORDS OF MANATEE COUNTY, FLORIDA.
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Attachment 9 Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284 Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284
Attachment 10 Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284
Florida Power & Light Company
September 25, 2018
Northstar Development USA, LP 3629 Madaca Lane Tampa, FL 33618
Re: Lincoln Village, Located at 6th St Ct E, SW of the intersection of 10th Ave E and 6th St Ct E, Bradenton; 6th St Ct E, NW of the intersection of 10th Ave E and 6th St Ct E, Bradenton
Dear Mr. Justin Corder:
This is to confirm that, at the present time, FPL has sufficient capacity to provide electric service to the above captioned property. This service will be furnished in accordance with applicable rates, rules and regulations. Preliminary analysis of your request has indicated that a line extension will be required and will most likely require a Contribution in Aid of Construction to be paid in order to provide service.
Please provide the final site plan, site survey and electrical load data as soon as possible so the necessary engineering can begin.
Early contact with FPL is essential so that resources may be scheduled to facilitate availability of service when required.
Sincerely,
Shayna White Associate Engineer
a NEXTera ENERGY Company Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284
Attachment 11 Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284 Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284
Attachment 12 Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284 Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284
Attachment 13 Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284 Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284
Attachment 14 Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284
Tax Credit Equity Group One Piedmont Town Center, Suite 42 Tax Credit Equity Group 4720 Piedmont Row Drive One Piedmont Town Center, Suite 420 Charlotte, NC 28210 4720 Piedmont Row Drive Charlotte, NC 28210
Syndicator Equity Letter
January 15, 2019
Mr. Richard L. Higgins Lincoln Village, LLLP 3629 Madaca Lane Tampa, Florida 33618
RE: Lincoln Village Apartments/ 50 units Bradenton, Manatee County, Florida
Dear Mr. Higgins:
We are pleased to advise you that we have preliminarily approved an equity investment in Lincoln Village, LLLP, a Florida Limited Liability Limited Partnership, the applicant for purposes of RFA #2019-105 for Housing Credit Financing to provide affordable multifamily rental housing that is a part of local revitalization initiatives for purposes of that application, the beneficiary of the equity proceeds described in this proposal (“Partnership”). The Partnership will own and operate a 50-unit family affordable housing community to be known as Lincoln Village Apartments, located in Bradenton, Manatee County, Florida. 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 Equity: Lincoln Village, LLLP, a Florida Limited Liability Limited Partnership, with Norstar Lincoln Village, Inc. as Managing General Partner and RBC Tax Credit Equity, LLC (“RBC”) as Investor Limited Partner with a 99.99% ownership interest in the Partnership.
Anticipated Eligible Housing Credit Request Amount: $1,180,000*
Anticipated Housing Credit Allocation to be Purchased: $11,798,820 ($11,800,000 * 99.99%)*
Syndication Rate: $0.915
Anticipated Total Equity To be provided: $10,795,920*
Equity Proceeds Paid Prior to or simultaneous to closing the construction financing: $1,650,000* (min. 15%)
Equity Proceeds to be Paid Prior to Construction Completion: $1,650,000
Pay-In Schedule: Funds available for Capital Contributions #1: $1,650,000* be paid prior to or simultaneously with the closing of the construction financing.
Funds available for Capital Contribution #2 $5,397,960* upon construction completion.
Funds available for Capital Contribution #3 $3,208,164* concurrent with permanent loan closing.
Equity Proceeds Paid After
* All numbers are rounded to the nearest dollar. Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284
Lincoln Village Apartments January 15, 2019 Page 2 of 3
Stabilization. $539,796*
Obligations of the Manager and Guarantor(s): Operating Deficit Guaranty: the Managing General Partner agrees to provide operating deficit loans to the Partnership for the life of the Partnership.
Development Completion Guaranty: The Managing General Partner will guarantee completion of construction of the Project substantially in accordance with plans and specifications approved by RBC, 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 Partnership will provide that, if in any year actual credits are less than projected credits, then the Investor Limited Partner shall be owed an amount necessary to preserve its anticipated return based on the projected credit.
The obligations of the Managing General Partner shall be guaranteed By Norstar Development USA, LP, Norstar Lincoln Village, Inc., and any such other entity/individual deemed appropriate following (syndicator) due diligence review.
Incentive Mgmt. Fee: 90%
Cash Flow Split: Cash Flow to the Company shall be distributed as follows: a. To RBC in payment of any amounts due as a result of any unpaid Credit Adjuster Amount. b. To RBC in payment of Asset Management Fees or any unpaid Asset Management Fee. c. To the Operating Reserve to maintain the agreed upon minimum balance. d. To the payment of any Deferred Developer Fee. e. To the General Partners to repay any Partnership loans. f. To the General Partners for Incentive Management Fees. g. The balance, .01% to the General Partners and 99.99% to RBC.
Residual Split: Any gain upon sale or refinancing shall be distributed as follows:
a. To RBC 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 Limited Partner in an amount equal to any excess or additional capital contributions d. The balance of available cash for distribution,
* All numbers are rounded to the nearest dollar. Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284 Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284
Attachment 15 Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284 Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284 Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284 Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284 Date Submitted: 2019-02-04 18:16:33.393 | Form Key: 5284